Keane Group, Inc. (Form: S-1, Received: 12/14/2016 07:03:12)

Section 4.16.

Section 4.17.

Other Activities

As filed with the Securities and Exchange Commission on December 14, 2016

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

Keane Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware

1389

38-4016639

(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification No.)

2121 Sage Road

Houston, TX 77056

(713) 960-0381

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Gregory L. Powell

President and Chief Financial Officer

Keane Group, Inc.

2121 Sage Road

Houston, TX 77056

(713) 960-0381

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Stuart D. Freedman, Esq.

Antonio L. Diaz-Albertini, Esq.

Schulte Roth & Zabel LLP

919 Third Avenue

New York, NY 10022

Phone: (212) 756-2000

Fax: (212) 593-5955

William J. Miller, Esq.

Cahill Gordon & Reindel LLP

80 Pine Street

New York, NY 10005

Phone: (212) 701-3000

Fax: (212) 378-2500

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effectiveness of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒ (Do not check if a smaller reporting company)	Smaller reporting company	☐

CALCULATION OF REGISTRATION FEE



Title Of Each Class Of Securities To Be Registered	Proposed Maximum Aggregate Offering Price(1)(2)	Amount Of Registration Fee(3)
Common Stock	$287,500,000	$33,322

(1)

Includes shares of common stock issuable upon exercise of an option to purchase additional shares granted to the underwriters.

(2)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 of the Securities Act.

(3)

Calculated pursuant to Rule 457(o) under the Securities Act.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where such offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED DECEMBER 14, 2016

Shares

LOGO

Keane Group, Inc.

Common Stock

This is an initial public offering of our common stock. We are offering shares of our common stock.

We expect the initial public offering price to be between $ and $ per share. Currently, no public market exists for our common stock. The selling stockholder has granted to the underwriters an option to purchase up to additional shares of common stock at the initial public offering price, less the underwriting discount and commissions, within 30 days from the date of this prospectus. We intend to list our common stock on the New York Stock Exchange (“NYSE”) under the symbol “FRAC.”

We are an “emerging growth company,” as that term is defined under the federal securities laws and, as such, may elect to comply with certain reduced public company reporting requirements.

Investing in our common stock involves a high degree of risk. See “ Risk Factors ” beginning on page 19 of this prospectus to read the factors you should consider before buying shares of the common stock.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.


	Per Share	Total
Initial public offering price	$	$
Underwriting discount and commissions(1)	$	$
Proceeds, before expenses, to us	$	$
Proceeds, before expenses, to selling stockholder	$	$

(1)

The underwriters will also be reimbursed for certain expenses incurred in the offering. See “Underwriting” for additional information regarding underwriting compensation.

The underwriters expect to deliver the shares of our common stock to investors against payment on or about , 201 .

Joint Book-Running Managers


Citigroup		Morgan Stanley		BofA Merrill Lynch		J.P. Morgan

Senior Co-Managers

Wells Fargo Securities

Simmons & Company International

Energy Specialists of Piper Jaffray

Houlihan Lokey

Co-Manager

Guggenheim Securities

The date of this prospectus is , 201 .

LOGO

TABLE OF CONTENTS

Prospectus


	Page
Prospectus Summary		1
Risk Factors		19
Special Note Regarding Forward-Looking Statements		42
Use of Proceeds		44
Dividend Policy		45
IPO-Related Transactions and Organizational Structure		46
Capitalization		48
Dilution		49
Selected Historical Financial Information of Keane		51
Unaudited Pro Forma Condensed Combined and Consolidated Financial Information		52
Management’s Discussion and Analysis of Financial Condition and Results of Operations of Keane		62
Business		76
Management		95
Executive Compensation		102
Certain Relationships and Related Party Transactions		112
Principal and Selling Stockholders		119
Description of Capital Stock		121
Shares Eligible for Future Sale		127
Description of Indebtedness		130
Certain U.S. Federal Income and Estate Tax Considerations to Non-U.S. Holders		134
Underwriting		137
Legal Matters		143
Experts		143
Where You Can Find More Information		143
Index To Financial Statements		F-1

Until , 201 (25 days after the date of this prospectus), all dealers that buy, sell or trade shares of our common stock, whether or not participating in our initial public offering, may be required to deliver a prospectus. This delivery requirement is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

Unless indicated otherwise, the information included in this prospectus assumes that (i) the shares of common stock to be sold in this offering are sold at $ per share, which is the midpoint of the estimated offering range set forth on the cover page of this prospectus and (ii) all shares offered by us in this offering are sold.

We and the underwriters have not authorized anyone to provide any information other than that contained in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. We and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We and the underwriters are offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictions where offers and sales are permitted. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of shares of our common stock.

EXPLANATORY NOTE

Keane Group, Inc., the registrant whose name appears on the cover of this registration statement, is a newly formed Delaware corporation. Shares of common stock of Keane Group, Inc. are being offered by the prospectus that forms a part of this registration statement. Keane Group Holdings, LLC (“Keane”) is a Delaware limited liability company. Keane Group, Inc. was formed solely for the purpose of reorganizing the organizational structure of Keane and its direct and indirect consolidated subsidiaries in order for the registrant to be a corporation rather than a limited liability company. In connection with, and prior to and/or concurrently with the closing of, this offering, each member of Keane will directly or indirectly contribute all of its equity interests in Keane to Keane Group, Inc. in exchange for shares of common stock of Keane Group, Inc. As a result, Keane and its direct and indirect consolidated subsidiaries will become wholly-owned subsidiaries of Keane Group, Inc. See “IPO-Related Transactions and Organizational Structure” for additional information.

As used in this prospectus, unless the context otherwise requires, references to (i) the terms “company,” “Keane,” “we,” “us” and “our” refer to Keane Group Holdings, LLC and its consolidated subsidiaries for periods prior to the consummation of the IPO-Related Transactions (as defined herein), and, for periods as of and following the consummation of the IPO-Related Transactions, to Keane Group, Inc. and its consolidated subsidiaries; (ii) the term “Trican Parent” refers to Trican Well Service Ltd. and, where appropriate, its subsidiaries; (iii) the term “Trican U.S.” refers to Trican Well Service L.P.; (iv) the term “Trican” refers to Trican Parent and Trican U.S., collectively; and (v) references to our “Sponsor” refers to Cerberus Capital Management, L.P. (“Cerberus”) and its respective controlled affiliates and investment funds. For the convenience of the reader, except as the context otherwise requires, all information included in this prospectus is presented giving effect to the consummation of the IPO-Related Transactions.

BASIS OF PRESENTATION

Prior to or concurrently with this offering, we will effect the IPO-Related Transactions described under “IPO-Related Transactions and Organizational Structure.” The consolidated financial statements and consolidated financial data included in the prospectus are those of Keane and its consolidated subsidiaries and do not give effect to the IPO-Related Transactions. Other than the audited balance sheet, dated as of October 31, 2016, the historical financial information of Keane Group, Inc. has not been included in this prospectus as it is a newly incorporated entity, has had no business transactions or activities to date and had no assets or liabilities during the periods presented in this prospectus.

We completed the Trican transaction (as described herein in “Certain Relationships and Related Party Transactions—Trican Transaction”) on March 16, 2016. Accordingly, this prospectus also includes the audited balance sheets of Trican U.S. as of December 31, 2015 and 2014 and the related statements of operations, partners’ capital and cash flows for the years then ended.

PRO FORMA INFORMATION

This prospectus contains unaudited pro forma financial information prepared in accordance with Article 11 of Regulation S-X. The unaudited pro forma condensed combined and consolidated statement of operations for 2015 gives pro forma effect to:

•

our acquisition of the Acquired Trican Operations (as defined herein) and the transactions related thereto;

•

the IPO-Related Transactions; and

•

in each case as if such transactions had been consummated on January 1, 2015, the first day of 2015. The unaudited pro forma condensed combined and consolidated statement of operations for the first nine months of fiscal 2015 and the first nine months of fiscal 2016 gives pro forma effect to our acquisition of the Acquired Trican Operations and the transactions related thereto, the IPO-Related Transactions and this offering and the related use of proceeds as if such transactions had occurred on January 1, 2015. The unaudited pro forma condensed combined and consolidated balance sheet as of September 30, 2016 gives pro forma effect to the IPO-Related Transactions and this offering and the related use of proceeds as if such transactions had occurred on September 30, 2016. See “Unaudited Pro Forma Condensed Combined and Consolidated Financial Information.”

MARKET, INDUSTRY AND OTHER DATA

This prospectus includes market and industry data and certain other statistical information based on third-party sources including independent industry publications, government publications and other published independent sources, such as the “Drilling and Production Outlook—December 2016” and “NAM Activity by Region_Dec_2016” reports prepared by Spears & Associates. Although we believe these third-party sources are reliable as of their respective dates, neither we nor the underwriters have independently verified the accuracy or completeness of this information. Some data is also based on our own good faith estimates which are supported by our management’s knowledge of and experience in the markets and businesses in which we operate.

While we are not aware of any misstatements regarding any market, industry or similar data presented herein, such data involves risks and uncertainties and is subject to change based on various factors, including those discussed under the sections entitled “Special Note Regarding Forward-Looking Statements” and “Risk Factors” in this prospectus.

This prospectus includes references to utilization of hydraulic fracturing assets. Utilization for our own fleets, as used in this prospectus, is defined as the ratio of the number of deployed fleets to the number of total fleets. For the purposes of this prospectus, we consider one of our fleets deployed if the fleet has been put in service at least one day during the period for which we calculate utilization. As a result, as additional fleets are incrementally deployed, our utilization rate increases.

We define industry utilization as the ratio of the total industry demand of hydraulic horsepower to the total available capacity of hydraulic horsepower, in each case as reported by an independent industry source. Our method for calculating the utilization rate for our own fleets or the industry may differ from the method used by other companies or industry sources which could, for example, be based off a ratio of the total number of days a fleet is put in service to the total number of days in the relevant period.

As used in this prospectus, capacity in the hydraulic fracturing business refers to the total number of hydraulic horsepower, regardless of whether such hydraulic horsepower is active and deployed, active and not deployed or inactive. While the equipment and amount of hydraulic horsepower required for a customer project varies, we calculate our total number of fleets, as used in this prospectus, by dividing our total hydraulic horsepower by 40,000 hydraulic horsepower.

We believe that our measures of utilization, based on the amount of deployed fleets, provide an accurate representation of existing, available capacity for additional revenue generating activity.

iii

TRADEMARKS AND TRADE NAMES

This prospectus contains trademarks, service marks and trade names of third parties, which are the property of their respective owners. Our use or display of third parties’ trademarks, service marks, trade names or products in this prospectus is not intended to, and does not imply, a relationship with, or endorsement or sponsorship by us. Solely for convenience, the trademarks, service marks and trade names referred to in this prospectus may appear without the ^® , ™ or SM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks, service marks and trade names.

NON-GAAP FINANCIAL MEASURES

We define EBITDA as generally accepted accounting principles (“GAAP”) earnings (net income (loss)) before interest, income taxes, depreciation and amortization. We define Adjusted EBITDA as earnings (net income (loss)) before interest, income taxes, depreciation and amortization, further adjusted to eliminate the effects of items management does not consider in assessing our ongoing performance. See “Prospectus Summary—Summary Consolidated Historical and Pro Forma Financial and Other Data” for further discussion and a reconciliation of Adjusted EBITDA.

EBITDA and Adjusted EBITDA (together, the “Non-GAAP Measures”) are performance measures that provide supplemental information we believe is useful to analysts and investors to evaluate our ongoing results of operations, when considered alongside other GAAP measures such as net income, operating income and gross profit. These Non-GAAP Measures exclude the financial impact of items management does not consider in assessing our ongoing operating performance, and thereby facilitate review of our operating performance on a period-to-period basis. Other companies may have different capital structures or different lease terms, and comparability to our results of operations may be impacted by the effects of acquisition accounting on our depreciation and amortization. As a result of the effects of these factors and factors specific to other companies, we believe EBITDA and Adjusted EBITDA provide helpful information to analysts and investors to facilitate a comparison of our operating performance to that of other companies. Our presentation of Non-GAAP Measures should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items.

Non-GAAP Measures have limitations as analytical tools, and you should not consider them in isolation or as substitutes for analysis of our operating results or cash flows as reported under GAAP. Some of these limitations are:

•

Non-GAAP Measures do not reflect changes in, or cash requirements for, our working capital needs;

•

EBITDA and Adjusted EBITDA do not reflect the significant interest expense or the cash requirements necessary to service interest or principal payments on our debt;

•

Although depreciation and amortization are non-cash charges, the assets being depreciated or amortized may have to be replaced in the future, and EBITDA and Adjusted EBITDA do not reflect any cash requirements for such replacements;

•

Non-GAAP Measures are adjusted for certain non-recurring and non-cash income or expense items that are reflected in our statements of operations;

•

Non-GAAP Measures do not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments; and

•

Other companies in our industry may calculate these measures differently than we do, limiting their usefulness as comparative measures.

Because of these limitations, Non-GAAP Measures should not be considered as measures of discretionary cash available to us to invest in the growth of our business. We compensate for these limitations by relying primarily on our GAAP results and using Non-GAAP Measures only for supplemental purposes. Please see our consolidated financial statements contained in this prospectus.

Pro Forma EBITDA and Adjusted EBITDA, as presented in this prospectus, are also supplemental measures of our performance that are not required by or presented in accordance with GAAP. See “Prospectus Summary—Summary Consolidated Historical and Pro Forma Financial and Other Data” for additional information.

PROSPECTUS SUMMARY

This summary highlights the information contained elsewhere in this prospectus. This summary may not contain all of the information that may be important to you or that you should consider before investing in shares of our common stock. You should read the entire prospectus carefully before making an investment decision. The following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information appearing elsewhere in this prospectus. In particular, you should read the sections entitled “Risk Factors,” “Unaudited Pro Forma Condensed Combined and Consolidated Financial Information” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Keane” included elsewhere in this prospectus and our consolidated financial statements and the related notes attached hereto.

Our Company

We are one of the largest pure-play providers of integrated well completion services in the U.S., with a focus on complex, technically demanding completion solutions. Our primary service offerings include horizontal and vertical fracturing, wireline perforation and logging and engineered solutions, as well as other value-added service offerings. With approximately 944,250 hydraulic horsepower spread across 23 hydraulic fracturing fleets and 23 wireline trucks located in the Permian Basin, the Marcellus Shale/Utica Shale, the SCOOP/STACK Formation, the Bakken Formation and other active oil and gas basins, we provide industry-leading completion services with a strict focus on health, safety and environmental stewardship and cost-effective customer-centric solutions. Our company prides itself on our outstanding employee culture, our efficiency and our ability to meet and exceed the expectations of our customers and communities in which we operate.

We provide our services in conjunction with onshore well development, in addition to stimulation operations on existing wells, to exploration and production (“E&P”) customers with some of the highest quality and safety standards in the industry. We believe our proven capabilities enable us to deliver cost-effective solutions for increasingly complex and technically demanding well completion requirements, which include longer lateral segments, higher pressure rates and proppant intensity, and multiple fracturing stages in challenging high-pressure formations.

As of November 30, 2016, we had 13 hydraulic fracturing fleets and eight wireline trucks operating in the most active unconventional oil and natural gas basins in the U.S., including the Permian Basin, the Marcellus Shale/Utica Shale, the SCOOP/STACK Formation and the Bakken Formation. We are one of the largest providers of hydraulic fracturing services in the Permian Basin, the Marcellus Shale/Utica Shale and the Bakken Formation by total hydraulic horsepower deployed.

Our completion services are designed in partnership with our customers to enhance both initial production rates and estimated ultimate recovery from new and existing wells. We seek to deploy our assets with well-capitalized customers that have long-term development programs that enable us to maximize operational efficiencies and the return on our assets. We believe our integrated approach increases efficiencies and provides potential cost savings for our customers, allowing us to broaden our relationships with existing customers and attract new ones. In addition, our technical team and engineering center, which is located in The Woodlands, Texas, provides us the ability to supplement our service offerings with engineered solutions specifically tailored to address their completion requirements and challenges.

$1.64 per million British Thermal Units (“mmBtu”) for natural gas, we believe there are long term fundamental demand and supply trends that will benefit our company. We believe demand for our services will grow from:

•

Increases in customer drilling budgets focused in our core service areas;

•

Increases in the percentage of rigs that are drilling horizontal wells;

•

Increases in the length of the typical horizontal wellbore;

•

Increases in the number of fracture stages in a typical horizontal wellbore; and

•

Increases in pad drilling and simultaneous fracturing/wireline operations.

We believe demand and pricing for our services will be further enhanced by a reduction in available hydraulic fracturing equipment as a result of:

•

Cannibalization of parked equipment and increased maintenance costs;

•

Aging of existing fleets given the limited investment since the industry downturn in late 2014;

•

Increased customer focus on well-capitalized, safe and efficient service providers that can meet or exceed their requirements; and

•

Reduced access to capital for fleet acquisition, maintenance and deployment.

Pricing levels for our industry’s services are driven primarily by asset utilization. With the downturn in commodity prices from late 2014 into early 2016, asset utilization across the hydraulic fracturing industry has been reported at approximately 37%. Of our total 23 hydraulic fracturing fleets, 13 fleets, or 57% of our total fleets, were deployed as of November 30, 2016. We believe our deployment rate reflects the quality of our assets and services. Due to cannibalization, lack of investment in maintenance and aging equipment, we believe that approximately 70% of active industry equipment is currently deployed. We have 15 active hydraulic fracturing fleets, of which 13 fleets, or 87% of our active fleets, were deployed as of November 30, 2016. Based on current pricing for component parts and labor, we believe our remaining eight inactive fleets can be made operational at a cost of approximately $1.5 million per fleet.

Our History

Our company was founded in 1973 by the Keane family in Lewis Run, Pennsylvania. We have been well regarded as a customer-focused operator that prioritizes safety, the environment and our relationship with the communities in which we operate. We are committed to maintaining conservative financial policies and a disciplined approach to asset deployment, adding new capacity with customers with significant capital budgets and steady development programs rather than on a speculative basis.

We have developed what we believe is an industry-leading, completions-focused platform by emphasizing health, safety and environmental stewardship as our highest priority, implementing an efficient cost structure focused on disciplined cost controls, establishing a sophisticated supply chain and investing in state-of-the-art systems, technology and infrastructure to support our growth. Through these initiatives, our platform has demonstrated the ability to scale with an increase in activity. For example, in 2013, we organically entered into the Bakken Formation, where we remain one of the most active service providers, and, in 2014, we successfully recruited and integrated over 450 employees into our business, resulting in a 74% increase in our employee base.

our geographic presence and service line capabilities. In April 2013, we acquired the wireline technologies division of Calmena Energy Services, which provided us with wireline operations capabilities in the U.S. In December 2013, we acquired the assets of Ultra Tech Frac Services to establish a presence in the Permian Basin. In March 2016, we completed the opportunistic acquisition of Trican’s U.S. oilfield service operations resulting in the expansion of our hydraulic fracturing operations to the current 23 fleets and establishing Keane as one of the largest pure-play providers of integrated well completion services in the U.S. with approximately 944,250 hydraulic horsepower. This acquisition added high quality equipment, provided increased scale in key operating basins, expanded our customer base, and offered significant cost reduction opportunities. To date we have identified and implemented a plan to achieve over $80 million of annualized cost savings as a result of facility consolidations, head count rationalization and procurement savings. The Trican transaction also enhanced our access to proprietary technology and engineering capabilities that have improved our ability to provide integrated services solutions. We intend to continue to evaluate potential acquisitions on an opportunistic basis that would complement our existing service offerings or expand our geographic capabilities.

Our Competitive Strengths

We believe that technical expertise, fleet capability, equipment quality and robust preventive maintenance programs, integrated solutions, experience, scale in leading basins and health, safety and environmental (“HSE”) performance are the primary differentiating factors within the industry. We specialize in providing customized completion solutions to our customers that increase efficiency, improve safety and lower their overall cost.

Accordingly, we believe the following strengths differentiate us from many of our competitors and contribute to our ongoing success:

Multi-Basin Service Provider with Close Proximity to Our Customers.

We provide our services in several of the most active basins in the U.S., including the Permian Basin, the Marcellus Shale/Utica Shale, the SCOOP/STACK Formation, the Bakken Formation and the Eagle Ford Shale. These regions are expected to account for approximately 87% of all new horizontal wells anticipated to be drilled between 2016 and 2020. In addition, the high-density of our operations in the basins in which we are most active provides us the opportunity to leverage our fixed costs and to quickly respond with what we believe are highly efficient, integrated solutions that are best suited to address customer requirements.

In particular, we are one of the largest providers in the Permian Basin and the Marcellus Shale/Utica Shale, the most prolific and cost-competitive oil and natural gas basins in the United States, respectively. According to Spears & Associates, the Permian Basin and the Marcellus Shale/Utica Shale are expected to account for the greatest crude oil and natural gas production growth in the U.S. through 2020 based on forecasted rig counts. These basins have experienced a recovery in activity since the spring of 2016, representing approximately 62% of the increase in U.S. rig count from its May 2016 low of 404 to 597 as of December 2016.

Our Houston, Texas-based headquarters, eight field offices and numerous management and sales offices are in close proximity to unconventional resource plays which allows us to take a hands-on approach to customer relationships at multiple levels within our organization, anticipate our customers’ needs and efficiently deploy our assets.

The below map represents our areas of operation:

LOGO

Customer-Tailored Approach.

We seek to develop long term partnerships with our customers by investing significant time and effort educating them on our value proposition and maintaining a continuous dialogue as we deliver ongoing service. We believe our direct line of communication with our customers at the senior management level as well as with key operational managers in the field provides us with the ability to address issues quickly and efficiently and is highly valued by our customers. In November 2016, we received Shell Global Solutions International’s annual Well Services Performance Award in recognition of our Permian Basin team’s exceptional 2016 performance and customer service in hydraulic fracturing and wireline services.

In connection with the Trican transaction, we acquired our Engineered Solutions Center, comprised of a dedicated team of engineers and a network of field labs, which we believe provides value-added capabilities to both our new and existing customers. We believe our Engineered Solutions Center enables us to support our customers’ technical specifications with a focus on reducing costs and increasing production. As pressure pumping complexity increases and the need for comprehensive, solution-driven approaches grows, our Engineered Solutions Center is able to meet our customers’ business objectives cost-effectively by offering flexible design solutions that package our services with new and existing product offerings. Our Engineered Solutions Center is focused on providing (1) economical and effective fracture designs, (2) enhanced fracture stimulation methods, (3) next-generation fluids and technologically advanced diverting agents, such as MVP Frac ^™ and TriVert ^™ , which we received the right to use as part of the Trican transaction, (4) dust control technologies and (5) customized solutions to individual customer and reservoir requirements.

Track Record of Providing Safe and Reliable Solutions.

Safety is our highest priority. We are among the safest service providers in the industry, as evidenced by an achieved incident rate (“TRIR”) that is less than half of the industry average from 2013 to 2015. We believe we have an industry leading behavior-based safety program to ensure each employee understands the importance of

safety. Depending on job requirements, each new employee goes through a rigorous on-boarding and training program, is assigned a dedicated mentor, is routinely subject to our “Fit for Duty” verification program and periodically attends safety and technical certification programs. Our customers seek to protect their field employees, contractors and communities in which they serve as well as minimize the risk of disproportionately high costs that can result from an HSE incident. As a result, our customers demand robust HSE programs from their service providers and view safety records as a key criterion for vendor selection. We believe our safety and training record creates a competitive advantage by enhancing our ability to develop long-term relationships with our customers, allowing us to qualify to tender bids on more projects than many of our competitors and enabling us to attract and retain employees.

Modern, High-Quality Asset Base and Robust Maintenance Program.

We have invested in modern equipment, including dual-fuel fracturing pumps, Tier IV engines, stainless steel fluid ends, dry friction reducer and dry guar, to enhance our efficiency and safety. In addition, our high-quality, heavy-duty hydraulic fracturing and wireline fleets reduce operational downtime and maintenance costs while enhancing our ability to provide reliable, safe and consistent service to our customers. We have approximately 944,250 total hydraulic horsepower and can deploy up to 23 hydraulic fracturing fleets. As of November 30, 2016, we had 13 hydraulic fracturing fleets and eight wireline trucks deployed. We believe we have a robust preventative maintenance program for both our active and inactive fleets which allows us to respond to customer demand in a timely, safe and cost-efficient manner, and we continue to invest in and stock critical parts and components.

Since April 1, 2016, we have deployed 5 hydraulic fracturing fleets to service customers at a total cost to deploy of approximately $8 million. In addition, based on current pricing for component parts and labor, we believe our remaining inactive hydraulic fracturing fleets can be made operational at a cost of approximately $1.5 million per fleet. Based upon our recent deployment experience, we believe it takes approximately 45 days to activate and staff a single hydraulic fracturing fleet, allowing us to quickly and cost-effectively respond to an increase in customer demand. We also believe we can deploy each of our wireline trucks in less than 30 days at a nominal cost. Our conservative financial profile and continued investment in our assets and fleets should enable us to maintain an efficient operating cost structure as we begin to redeploy assets, ensuring our operators have safe, well-maintained equipment to service our customers.

Flexible Supply Chain Management Capabilities.

Our sophisticated logistics network is comprised of strategically-located field offices, proppant storage facilities and proprietary last-mile transportation solutions. We have a dedicated supply chain team that manages sourcing and logistics to ensure flexibility and continuity of supply in a cost-effective manner across all areas of operation. We maintain multi-year relationships with industry-leading suppliers of proppant and have contracted secure supply at pricing reflecting current market conditions for over 80% of our expected demand through 2020, based on existing job designs. We currently have a network of 1,050 modern railcars, which are being leased to us on a multi-year basis, and which provides us with valuable and flexible logistical support for our operations. Our logistics infrastructure also includes access to eight third-party unit train facilities, which improve railcar turn times and reduce transit costs, and approximately 50 transload facilities. In addition, we own over 120 pneumatic sand-hauling trucks for last-mile transportation to the well site, which gives us the ability to access and deliver proppant where and when needed. We believe our supply chain and logistics network provide us with a competitive advantage by allowing us to quickly respond during periods of increased demand for our services.

Strong Balance Sheet and Disciplined Use of Capital.

We believe our balance sheet strength represents a significant competitive advantage, allowing us to pro-actively maintain our fleet while also pursuing opportunistic initiatives to further grow and expand our base business with new and existing customers. Our customers seek to employ well-capitalized service providers that are in the best position to meet their service requirements and their financial obligations, and, as a result, we intend to continue to maintain a strong balance sheet.

We adjust our capital expenditures based on prevailing industry conditions, the availability of capital and other factors as needed. Throughout the industry downturn that began in 2014, we have prioritized continued investment in our robust maintenance program to ensure our fleet of equipment can be deployed efficiently as demand recovers. At September 30, 2016, on a pro forma basis for this offering, we had $ million in cash on hand and ample liquidity, providing us with the means to fund deployment of fleets and grow our operations. We intend to continue to prioritize maintenance, upgrades, refurbishments and acquisitions, in a disciplined and diligent manner, carefully evaluating these investments based on their ability to maintain or improve our competitive position and strengthen our financial profile while creating value for our shareholders.

Best-in-Class Management Team with Extensive Industry Experience.

The members of our management team are seasoned operating, financial and administrative executives with extensive experience in and knowledge of the oilfield services industry. Our management team is led by our Chairman and Chief Executive Officer, James C. Stewart, who has over 30 years of industry experience. Each member of our management team brings significant leadership and operational experience with long tenures in the industry and respective careers at highly regarded companies, including Schlumberger Limited, Halliburton, Baker Hughes, Weatherford International and General Electric. The members of our executive management team provide us with valuable insight into our industry and a thorough understanding of customer requirements.

Our Strategy

Our principal business objective is to increase shareholder value by profitably growing our business while safely providing best-in-class completion services. We expect to achieve this objective through:

Efficiently Capitalizing on Industry Recovery.

Hydraulic fracturing represents the largest cost of completing a shale oil or gas well and is a mission-critical service required for the continued development of U.S. shale resources. Upon a recovery in demand for oilfield services in the U.S., the hydraulic fracturing sector is expected to have among the highest growth rates among oilfield service providers. Industry reports have forecasted that the North American onshore stimulation sector, which includes hydraulic fracturing, will increase at a compound annual growth rate (“CAGR”) of 30% from 2016 through 2020. As a well-capitalized provider operating in the most active unconventional oil and natural gas basins in the U.S., we believe that our business is well positioned to capitalize efficiently on an industry recovery. We have invested significant resources and capital to develop a market leading platform with demonstrated capabilities and technical skills that is well equipped to address increased demand from our customers. We believe that our rigorous preventative maintenance program provides us with a well-maintained hydraulic fracturing fleet and the ability to deploy inactive fleets efficiently. Based upon our recent experience and current pricing for components and labor, we believe it will take approximately 45 days to activate a single hydraulic fracturing fleet, allowing us to quickly and cost-effectively respond to an increase in customer demand at a cost of approximately $1.5 million per fleet. We also believe we can incrementally deploy each of our wireline trucks in less than 30 days at a nominal cost.

Developing and Expanding Relationships with Existing and New Customers.

We target well-capitalized customers that we believe will be long-term participants in the development of conventional and unconventional resources in the U.S., value safe and efficient operations, have the financial stability and flexibility to weather industry cycles and seek to develop a long-term relationship with us. We believe our high-quality fleets, diverse completion service offerings, engineering and technology solutions and geographic footprint with basin density in some of the most active basins position us well to expand and develop relationships with our existing and new customers. These qualities, combined with our past performance, have resulted in the renewal and new award of service contracts by our customers and by an expansion of the basins in which we operate for these customers. We believe these arrangements will provide us an attractive revenue stream while leaving us the ability to deploy our remaining fleets as industry demand and pricing continue to recover. We have invested in our sales organization, nearly tripling its headcount over the past two years. Together with our sales team, our Chief Executive Officer and our President and Chief Financial Officer are deeply involved with our commercial sales effort, fostering connectivity throughout a customer’s organization to further develop the relationship. We believe this level of senior management engagement differentiates us from many of our larger integrated peers.

Continuing Our Industry Leading Safety Performance and Focus on the Environment.

We are committed to maintaining and improving the safety, reliability, efficiency and environmental impact of our operations, which we believe is key to attracting new customers and maintaining relationships with our current customers, regulators and the communities in which we operate. As a result of our strong emphasis on training and safety protocols, we have one of the best safety records and reputations in the industry which helps us to attract and retain employees. We have maintained a strong safety record even as our employee base increased by 137% over the past three years. From the beginning of 2013 to 2015, our TRIR and lost time incident rate (“LTIR”) dropped by approximately 30% and 50%, respectively, and, for the year ended December 31, 2015, our TRIR and LTIR statistics were 0.50 and 0.12, respectively. We are among the safest service providers in the industry, as evidenced by an achieved TRIR that is less than half of the industry average from 2013 to 2015. In addition, all of our field-based management are provided financial incentives to satisfy safety standards and customer expectations, which we believe motivates them to continually maintain a focus on quality and safety. We work diligently to meet or exceed applicable safety and environmental requirements from our customers and regulatory agencies, and we intend to continue to enhance our safety monitoring function as our business grows and operating conditions change. For example, we have made investments in more efficient engines and dual fuel kits to comply with customer requirements to reduce emissions and noise at the well site. In addition, we have also invested in spill prevention equipment and remediation systems and dust control technology, which we believe allows us to meet or exceed the latest Occupational Safety and Health Administration (“OSHA”) requirements and standards. We have also deployed high-grade cameras to remotely monitor high-risk zones in our field operations, which we believe helps reduce safety risks to our employees. We believe that our commitment to maintaining a culture that prioritizes safety and the environment is critical to the long-term success and growth of our business.

Investing Further in Our Robust Maintenance Program.

We have in place a rigorous preventative maintenance program to continuously maintain our fleets, resulting in less downtime, reduced equipment failure in demanding conditions, lower operating costs and overall safer and more reliable operations. Due to our strong balance sheet, we have been able to sustain investment in maintenance, including preemptive purchases of key components and upgrades to our fleets throughout the downturn. We believe that the quality of our fleets and our maintenance program enhance our ability to both secure contracts with new customers and to service our existing customers reliably and efficiently. Our active fleet uptime is reinforced by preventive maintenance on our equipment, allowing us to minimize the negative

impact to our customers from equipment failure. In addition, we continue to monitor advances in hydraulic fracturing and wireline technology and make strategic purchases to enhance our existing capabilities.

Maintaining a Conservative Balance Sheet to Preserve Operational and Strategic Flexibility.

We carefully manage our liquidity by continuously monitoring cash flow, capital spending and debt capacity. Our focus on maintaining our financial strength and flexibility provides us with the ability to execute our strategy through industry volatility and commodity price cycles, as evidenced by our recent completion of the Trican transaction and continued investment in our robust maintenance program. We intend to maintain a conservative approach to managing our balance sheet to preserve operational and strategic flexibility. At September 30, 2016, on a pro forma basis for this offering, we had $ million in cash on hand and ample liquidity, providing us with the means to fund deployment of fleets and grow our operations.

Continued Evaluation of Consolidation Opportunities that Strengthen Capabilities and Create Value.

We believe that our ability to identify, execute and integrate acquisitions is a competitive advantage. Since 2011, we have completed three acquisitions that have diversified our geographic presence and service line capabilities. In April 2013, we acquired the wireline technologies division of Calmena Energy Services to expand our wireline operations capabilities in the U.S. In December 2013, we acquired the assets of Ultra Tech Frac Services to establish a presence in the Permian Basin. In March 2016, we completed the Trican transaction, creating a leading independent provider of hydraulic fracturing services in the United States. This acquisition added high quality equipment, provided increased scale in key operating basins, expanded our customer base and offered significant cost reduction opportunities. To date we have identified and implemented a plan to achieve over $80 million of annualized cost savings as a result of facility consolidations, head count rationalization and procurement savings. The Trican transaction also provided us access to proprietary technology and engineering capabilities that have enhanced our ability to provide integrated services solutions. We intend to continue to evaluate potential acquisitions on an opportunistic basis that would complement our existing service offerings or expand our geographic capabilities and allow us to earn an appropriate return on invested capital.

Risks Related to Our Business and This Offering

An investment in shares of our common stock involves a high degree of risk, including the speculative nature of oil and natural gas development and production, competition, volatile oil and natural gas prices and other material factors. You should carefully read and consider the section entitled “Risk Factors” following this prospectus summary before making an investment decision. The following considerations, among others, may offset our competitive strengths or have a negative effect on our strategy or operating activities, which could cause a decrease in the price of our common stock and a loss of all or part of your investment:

•

We do not anticipate available cash for quarterly distribution on our common stock.

•

Oil and natural gas prices are volatile. A sustained decline in oil and natural gas prices could adversely affect our business, financial condition and results of operations and our ability to meet our capital expenditure obligations and financial commitments.

•

We depend upon several significant customers within the E&P industry for most of our revenue. The loss of one or more of these customers could adversely affect our revenues.

•

Our operations are subject to operational hazards for which we may not be adequately insured.

•

Difficulties managing the growth of our business may adversely affect our financial condition, results of operations and cash available for distribution.

•

Competition within our industry may adversely affect the price for our services.

•

We rely on a number of third parties to provide raw materials and equipment in order to offer our services, and the termination of our relationship with one or more of these third parties could adversely affect our operations.

•

Our operations are subject to various governmental regulations that require compliance that can be burdensome and expensive and adversely affect the feasibility of conducting our operations.

•

Any failure by us to comply with applicable environmental laws and regulations, including those relating to hydraulic fracturing, could result in governmental authorities taking actions that adversely affect our operations and financial condition.

•

Our failure to successfully identify, complete and integrate future acquisitions of assets or businesses could reduce our earnings and cash available for distribution and slow our growth.

•

Our failure to successfully complete the Anticipated Refinancing Transactions could adversely affect our operations and financial condition.

•

We expect to be a “controlled company” within the meaning of the rules of the and, as a result, will qualify for, and intend to rely on, exemptions from certain corporate governance requirements.

Our Corporate Structure

Our business is currently conducted through our operating subsidiaries, which are wholly-owned by Keane. The equity interests of Keane immediately prior to the IPO-Related Transactions were owned (directly and indirectly) by entities affiliated with our Sponsor, certain members of the Keane family, Trican and certain current members of our management, whom we refer to as our “Existing Owners.” Keane Group, Inc. is a newly formed entity.

In order to effectuate this offering, we expect to effect the following series of transactions prior to and/or concurrently with the closing of this offering that will result in the reorganization of our business so that it is owned by Keane Group, Inc. Specifically, (i) our Existing Owners will contribute all of their direct and indirect equity interests in Keane to Keane Investor Holdings LLC (“Keane Investor”); and (ii) Keane Investor will contribute all of its equity interests in Keane to Keane Group, Inc. in exchange for common stock of Keane Group, Inc. As a result of the foregoing transactions, an aggregate of shares of our common stock will be owned by Keane Investor (assuming that the underwriters’ option to purchase additional shares from the selling stockholder is not exercised). In addition, all of our existing Class B and Class C Units will be exchanged for Class B and Class C Units in Keane Investor.

The chart below summarizes our corporate structure after giving effect to this offering and the IPO-Related Transactions, assuming that the underwriters’ option to purchase shares from the selling stockholder is not exercised:

LOGO

For a further discussion of the IPO-Related Transactions, see “IPO-Related Transactions and Organizational Structure.”

Anticipated Refinancing Transactions

We have had preliminary discussions with potential lenders, financial intermediaries and advisors and following the consummation of this offering, subject to market conditions, we intend to enter into new financing facilities, consisting of a new million asset-based revolving facility and a new term loan Facility (such new facilities, the “New Credit Facilities”). If we enter into the New Credit Facilities, we intend to use the proceeds thereof to repay all amounts outstanding under, and to terminate, the Existing ABL Facility and our Notes under the NPA (all as respectively defined herein). We refer to these refinancings as the “Anticipated Refinancing Transactions.” This offering is not contingent upon our entering into the New Credit Facilities, and there can be no assurance that we will enter into the New Credit Facilities and terminate the Existing ABL Facility and NPA following the consummation of this offering, or at all, and we may elect not to proceed with the Anticipated Refinancing. See “Description of Indebtedness—Anticipated Refinancing Facilities” and “Risk Factors—Risks Relating to Our Indebtedness—We may be unable to complete the Anticipated Refinancing Transactions, or we may decide not to pursue the Anticipated Refinancing Transactions.

Corporate Information

Keane Group, Inc. is a Delaware corporation that was incorporated on October 13, 2016 to undertake this offering. Our principal executive offices are located at 2121 Sage Road, Suite 370, Houston, TX 77056. Our telephone number is (713) 960-0381 and our internet address is . Our website and the information contained thereon and accessible therefrom are not part of this prospectus and should not be relied upon by prospective investors in connection with any decision to purchase our common shares.

Our Equity Sponsor

We believe that one of our strengths is our relationship with our Sponsor. We believe we will benefit from our Sponsor’s investment experience in the energy sector, its expertise in mergers and acquisitions and its support on various near-term and long-term strategic initiatives.

Established in 1992, Cerberus and its affiliated group of funds and companies comprise one of the world’s leading private investment firms with approximately $32 billion of capital under management in four primary strategies: control and non-control private equity investments, distressed securities and assets, commercial mid-market lending and real estate-related investments. In addition to its New York headquarters, Cerberus has offices throughout the United States, Europe and Asia.

Our Sponsor will indirectly control us through its ownership of Keane Investor and will continue to be able to control the election of our directors, determine our corporate and management policies and determine, without the consent of our other stockholders, the outcome of any corporate transaction or other matter submitted to our stockholders for approval, including potential mergers or acquisitions, asset sales and other significant corporate transactions. Following the completion of the IPO-Related Transactions and this offering, our Sponsor will indirectly own approximately % of our common stock, or % if the underwriters exercise their option to purchase additional shares in full. As a result, we expect to be a “controlled company” within the meaning of the corporate governance standards of the NYSE on which we have been approved to list our shares and, as a result, will qualify for, and intend to rely on, exemptions from certain corporate governance requirements. As a result, our stockholders will not have the same protections afforded to stockholders of companies that are subject to such requirements. Following the completion of the IPO-Related Transactions and this offering, we will be required to appoint to our board of directors individuals designated by Keane Investor. Furthermore, if we cease to be a controlled company under the applicable rules of the NYSE, but Keane Investor collectively owns at least 35% of our then-outstanding common stock, Keane Investor shall have the right to designate a number of members of our board of directors equal to one director fewer than 50% of our board of directors and Keane Investor shall cause its directors appointed to our board of directors to vote in favor of maintaining an 11-person board. In connection with this offering, Keane Group, Inc. will enter into a stockholders agreement with Keane Investor (the “Stockholders’ Agreement”), and if a permitted transferee or assignee of such party that succeeds to such party’s rights under the Stockholders’ Agreement (each transferee or assignee, a “Holder” and, collectively, the “Holders”) has beneficial ownership of less than 35% but at least 20% of our then-outstanding common stock, such Holder shall have the right to designate a number of members of our board of directors equal to the greater of (a) three or (b) 25% of the size of our board of directors (rounded up to the next whole number). If a Holder has beneficial ownership of less than 20% but at least 15% of our then-outstanding common stock, such Holder shall have the right to designate a number of directors equal to the greater of (a) two or (b) 15% of the size of our board of directors (rounded up to the next whole number). If a Holder has beneficial ownership of less than 15% but at least 10% of our then-outstanding common stock, such Holder shall have the right to designate one director to our board of directors.

The interests of our Sponsor may not coincide with the interests of other holders of our common stock. Additionally, our Sponsor is in the business of making investments in companies and may, from time to time, acquire and hold interests in businesses that compete directly or indirectly with us. Our Sponsor may also pursue acquisition opportunities that may be complementary to our business, and as a result, those acquisition opportunities may not be available to us. So long as Cerberus continues to own a significant amount of the outstanding shares of our common stock through Keane Investor, Cerberus will continue to be able to strongly influence or effectively control our decisions, including potential mergers or acquisitions, asset sales and other significant transactions.

See “Risk Factors—Risks Related to This Offering and Owning Our Common Stock.”

Implications of being An Emerging Growth Company

We qualify as an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). An emerging growth company may take advantage of specified reduced reporting and other burdens that are otherwise applicable generally to public companies. These provisions include:

•

a requirement to have only two years of audited financial statements and only two years of related selected financial data and management’s discussion and analysis of financial condition and results of operations disclosure;

•

an exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”);

•

an exemption from new or revised financial accounting standards until they would apply to private companies and from compliance with any new requirements adopted by the Public Company Accounting Oversight Board requiring mandatory audit firm rotation;

•

reduced disclosure about the emerging growth company’s executive compensation arrangements; and

•

no requirement to seek non-binding advisory votes on executive compensation or golden parachute arrangements.

The JOBS Act permits emerging growth companies to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. We are choosing to “opt out” of this provision, and as a result, we plan to comply with new or revised accounting standards as required when they are adopted. This decision to opt out of the extended transition period is irrevocable.

We have elected to adopt certain of the reduced disclosure requirements available to emerging growth companies. As a result of these elections, the information that we provide in this prospectus may be different than the information you may receive from other public companies in which you hold equity interests. In addition, it is possible that some investors will find our common stock less attractive as a result of our elections, which may result in a less active trading market for our common stock and more volatility in our stock price.

We may take advantage of these provisions for up to five years or until such earlier time that we are no longer an emerging growth company. We will cease to be an emerging growth company if we have more than $1.0 billion in annual revenue, are deemed to be a large accelerated filer (as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) or issue more than $1.0 billion of non-convertible debt securities over a three-year period.

The Offering

Issuer

Keane Group, Inc.

Selling stockholder

Keane Investor Holdings LLC

Common stock outstanding immediately before this offering

shares.

Common stock offered by us

shares.

Common stock offered by selling stockholder pursuant to underwriters’ option to purchase additional shares

shares.

Common stock to be outstanding immediately after this offering

shares.(1)

Option to purchase additional shares

The selling stockholder has granted to the underwriters a 30-day option to purchase up to additional shares of our common stock at the initial public offering price less the underwriting discount and commissions.

Use of proceeds

We estimate that our net proceeds from this offering, after deducting underwriting discounts and approximately $ million of estimated offering expenses, will be approximately $ million, assuming the shares are offered at $ per share, which is the midpoint of the estimated offering range set forth on the cover page of this prospectus.

We intend to use the net proceeds from this offering to fully repay our Existing Term Loan Facility (as defined herein), repay approximately $50 million of our Notes and to pay fees and expenses related to this offering. We intend to use any remaining proceeds for general corporate purposes, which may include the repayment of indebtedness, capital expenditures, working capital and potential acquisitions and strategic transactions.

We will not receive any of the proceeds from the sale of shares of common stock sold by the selling stockholder.

See “Use of Proceeds.”

Dividend policy

We do not intend to pay dividends for the foreseeable future. The declaration and payment of any future dividends will be at the sole discretion of our board of directors and will depend upon, among other things, our earnings, financial condition, capital requirements, level of indebtedness, contractual restrictions with respect to payment of dividends, and other considerations that our board of directors deems relevant.

See “Dividend Policy.”

Proposed NYSE trading symbol

“FRAC.”

Risk factors

For a discussion of risks relating to our company, our indebtedness, our business and an investment in our common stock, see “Risk Factors” and all other information set forth in this prospectus before investing in our common stock.

Unless otherwise indicated, all information in this prospectus excludes up to shares of our common stock that may be sold by the selling stockholder if the underwriters exercise in full their option to purchase additional shares of our common stock.

Summary Consolidated Historical and Pro Forma Financial and Other Data

The following tables summarize our consolidated historical and pro forma financial and other data and should be read together with “Selected Historical Financial Information of Keane,” “Unaudited Pro Forma Condensed Combined and Consolidated Financial Information,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Keane” and our consolidated financial statements and related notes included elsewhere in this prospectus. We have derived the summary balance sheet data as of December 31, 2015 and the consolidated statement of operations data for 2015 and 2014 from our audited consolidated financial statements included elsewhere in this prospectus. Our historical results set forth below are not necessarily indicative of results to be expected for any future period.

Our consolidated financial statements for the period from January 1, 2016 to March 15, 2016 reflect only the historical results of Keane prior to our completion of the Trican transaction. Commencing on March 16, 2016, our consolidated financial statements also include the financial position, results of operations and cash flows of the Acquired Trican Operations.

The Trican transaction had a material impact on our results of operations. Accordingly, we have included in this prospectus pro forma financial information which gives effect to the acquisition of the Acquired Trican Operations and the transactions related thereto, the IPO-Related Transactions and this offering for 2015, the nine months ended September 30, 2015 and the nine months ended September 30, 2016 as more fully described in the notes below. Our pro forma results set forth below are not necessarily indicative of results to be expected for any future period. See “Unaudited Pro Forma Condensed Combined and Consolidated Financial Information” for additional information.


	Nine months ended September 30, 2016						Nine months ended September 30, 2015						Year ended December 31, 2015						Year ended December 31, 2014
(in thousands, except per share amounts)	Pro forma(2)(6)(7)			Actual(1)(7)			Pro forma(2)(6)(7)			Actual(7)			Pro forma(2)(6)(7)			Actual			Actual

Statement of Operations Data:
Revenue	$	313,003		$	269,537		$	616,699		$	312,175		$	738,128		$	366,157		$	395,834
Costs of services(3)		296,068			273,364			439,254			256,251			522,792			306,596			323,718
Depreciation and amortization		87,012			71,947			100,254			53,085			128,356			69,547			68,254
Selling, general and administrative expenses		62,666			44,910			195,426			18,897			238,310			25,811			25,459
Impairment		—			—			104,368			3,914			250,367			3,914			11,098

Total operating costs and expenses		445,746			390,221			839,302			332,147			1,139,825			405,868			428,529

Operating (loss)		(132,743	)		(120,684	)		(222,603	)		(19,972	)		(401,697	)		(39,711	)		(32,695	)

Other income (expense), net		(15,801	)		537			(1,110	)		(1,280	)		(1,584	)		(1,481	)		(2,418	)
Interest expense		(18,030	)		(28,408	)		(14,171	)		(17,658	)		(18,994	)		(23,450	)		(10,473	)

Total other expenses		(33,831	)		(27,871	)		(15,281	)		(18,938	)		(20,578	)		(24,931	)		(12,891	)

Pre-tax (loss)		(166,574	)		(148,555	)		(237,884	)		(38,910	)		(422,275	)		(64,642	)		(45,586	)
Benefit for income taxes		62,349			—			89,040			—			158,058			—			—

Net (loss)	$	(104,225	)	$	(148,555	)		$(148,844	)	$	(38,910	)	$	(264,217	)	$	(64,642	)	$	(45,586	)

Per Share Data(4)
Net loss per share
Basic	$						$						$
Diluted	$						$						$
Weighted average shares outstanding
Basic	$						$						$
Diluted	$						$						$

Statement of Cash Flows Data:
Cash flows from operating activities				$	(50,319	)				$	44,805					$	37,521		$	18,732
Cash flows from investing activities					(219,207	)					(24,429	)					(26,038	)		(138,870	)
Cash flows from financing activities					278,305						(8,537	)					(10,518	)		137,298

Other Financial Data:
Capital expenditures				$	221,246					$	25,570					$	27,246		$	141,393
Adjusted EBITDA(5)	$	(33,152	)	$	(4,214	)	$	(10,230	)	$	41,524		$	(10,639	)	$	41,885		$	59,563
Balance Sheet Data (at end of period):
Total assets				$	548,359											$	324,795		$	418,855
Long-term debt (including current portion)					269,613												207,067			208,688
Total liabilities					348,218												244,635			272,215
Total members’ equity					200,141												80,160			146,640

(1)

Commencing on March 16, 2016, our consolidated financial statements also include the financial position, results of operations and cash flows of the Acquired Trican Operations.

(2)

The pro forma information for 2015, the nine months ended September 30, 2015 and the nine months ended September 30, 2016 reflects the acquisition of the Acquired Trican Operations and the transactions related thereto, the IPO-Related Transactions and the issuance of shares of our common stock in this offering and the application of the estimated net proceeds thereof (as described in “Use of Proceeds”), as if these events had occurred on January 1, the first day of 2015. This assumes net proceeds of this offering to us of $ million, based on an initial public offering price of $ per share, the midpoint of the estimated price range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses. See “Unaudited Pro Forma Condensed Combined and Consolidated Financial Information” for a presentation of such pro forma financial data for 2015, the nine months ended September 30, 2015 and the nine months ended September 30, 2016.

(3)

Excludes depreciation and amortization, shown separately.

(4)

Gives effect to the items described in note 2 above as if they had occurred on January 1, 2015. See “Unaudited Pro Forma Condensed Combined and Consolidated Financial Information” for a presentation of such pro forma financial data.

(5)

Adjusted EBITDA is a Non-GAAP Measure defined as earnings (net income (loss)) before interest, income taxes, depreciation and amortization, further adjusted to eliminate the effects of items management does not consider in assessing ongoing performance. Pro forma amounts give effect to the items described in note 2 above, as applicable, as if they had occurred on January 1, 2015.

Adjusted EBITDA is a Non-GAAP Measure that provides supplemental information we believe is useful to analysts and investors to evaluate our ongoing results of operations, when considered alongside other GAAP measures such as net income, operating income and gross profit. These Non-GAAP Measures exclude the financial impact of items management does not consider in assessing our ongoing operating performance, and thereby facilitate review of our operating performance on a period-to-period basis. Other companies may have different capital structures, and comparability to our results of operations may be impacted by the effects of acquisition accounting on our depreciation and amortization. As a result of the effects of these factors and factors specific to other companies, we believe Adjusted EBITDA provides helpful information to analysts and investors to facilitate a comparison of our operating performance to that of other companies. Set forth below is a reconciliation of Adjusted EBITDA to net income:


	Nine months ended September 30, 2016						Nine months ended September 30, 2015						Year ended December 31, 2015						Year ended December 31, 2014
(in thousands)	Pro forma (h)			Actual (h)			Pro forma (h)			Actual (h)			Pro forma (h)			Actual			Actual
Net income (loss)	$	(104,225	)	$	(148,555	)	$	(148,844	)	$	(38,910	)	$	(264,217	)	$	(64,642	)	$	(45,586	)
Depreciation and amortization		87,012			71,947			100,254			53,085			128,356			69,547			68,254
Interest expense, net		18,030			28,408			14,171			17,658			18,994			23,450			10,473
Income tax (benefit) expense(a)		(62,349	)		—			(89,040	)		—			(157,265	)		793			366

EBITDA	$	(61,532	)	$	(48,200	)	$	(123,459	)	$	31,833		$	(274,132	)	$	29,148		$	33,507
Acquisition, integration, expansion and divestiture costs(b)(c)		21,142			36,748			6,927			3,935			10,398			6,272			9,062
Fleet commissioning costs		5,038			5,038			—			—			—			—			—
Impairment of assets(d)		—			—			104,368			3,914			250,367			3,914			11,098
Unit-based compensation(e)		1,826			1,826			212			120			489			312			2,417
Changes in value of financial instruments(f)		—			—			—			—			—			—			2,270
Other(g)		374			374			1,722			1,722			2,239			2,239			1,209

Adjusted EBITDA	$	(33,152	)	$	(4,214	)	$	(10,230	)	$	41,524		$	(10,639	)	$	41,885		$	59,563

(a)

Income tax (benefit) expense includes add-back for income tax expense related to Canadian operations recorded in selling, general and administrative expenses in the consolidated statement of operations.

(b)

Represents professional fees, integration costs, earn-outs, lease-termination costs, severance, start-up and other costs associated with the Trican transaction and integration and the acquisition of Ultra Tech Frac Services, LLC (the “UTFS Acquisition”), organic growth initiatives, and costs associated with the wind-down of our Canadian operations. In our actual performance for the nine months ending September 30, 2016, $13.4 million was recorded in costs of services, $23.4 million was recorded in selling, general and administrative expenses and a nominal amount was recorded in other expense, net. In our actual performance for the nine months ending September 30, 2015, $1.1 million was recorded in costs of services, $1.2 million was recorded in selling, general and administrative expenses and $1.6 million was recorded in other income, net. In our actual performance for 2015, $1.1 million was recorded in costs of services, $3.5 million was recorded in selling, general and administrative expenses and $1.7 million was recorded in other expense, net. In our actual performance for 2014, $8.6 million was recorded in costs of services, $0.3 million was recorded in selling, general and administrative expenses and $0.2 million was recorded in other expense, net.

(c)

In our actual performance for the nine months ending September 30, 2016, $36.2 million was associated with the Trican transaction, $0.5 million was associated with initial public offering-related and other special projects-related costs and a nominal amount was related to other items. In our actual performance for the nine months ending September 30, 2015, $2.7 million was associated with the wind-down of our Canadian operations and the balance was related to severance and startup costs net of disposals. In our actual performance for 2015, $2.7 million was associated with the wind-down of our Canadian operations, $2.4 million with integration costs and the balance related to startup and severance costs. In our actual performance for the year ended December 31, 2014, $9.0 million was associated with the UFTS Acquisition and integration and hydraulic fracturing repositioning and a nominal amount was allocated to other items.

(d)

Represents non-cash impairment charges with respect to our long-lived assets and intangible assets.

(e)

Represents non-cash amortization of units issued to our employees over the vesting period, net of any forfeitures which are reflected in selling, general and administrative expenses.

(f)

Represents non-cash loss on debt extinguishment.

(g)

Represents legal expenses, consulting costs, development charges, forfeiture of deposit on hydraulic fracturing equipment purchase orders and other miscellaneous charges. In our actual performance for the nine months ending September 30, 2016, the foregoing was recorded in other expense, net. In our actual performance for the nine months ending September 30, 2015, nominal amounts were recorded in selling, general and administrative expenses and $1.7 million was recorded in other expense, net. In our actual performance for 2015, $0.2 million was recorded in costs of services and $2.0 million was recorded in other expense, net. In our actual performance for 2014, $0.7 million was recorded in selling, general and administrative expenses and $0.5 million was recorded in other expense, net.

(h)

Actual financial information for the interim periods, and pro forma financial information for the interim and year-end periods presented, is unaudited.

(6)

The pro forma balance sheet data as of September 30, 2016 gives effect to pro forma adjustments to reflect the IPO-Related Transactions and the issuance of shares of common stock in this offering (excluding the remaining shares of common stock being issued in this offering, which are deemed to have been used to pay underwriting discounts and offering expenses) and the application of $ million of the proceeds to us from the sale of such shares by us to repay certain existing debt, as described in “Use of Proceeds,” as if these events had occurred on September 30, 2016. This assumes net proceeds from this offering to us of $ million, based on an initial public offering price of $ per share, the midpoint of the price range set forth on the cover page of this prospectus, after deducting underwriter discounts and commissions and estimated offering expenses. See “Unaudited Pro Forma Condensed Combined and Consolidated Financial Information” for a presentation of such unaudited pro forma condensed combined and consolidated balance sheet data.

(7)

Actual financial information for the interim periods, and pro forma financial information for the interim and year-end periods presented, is unaudited.

RISK FACTORS

An investment in our common stock involves a high degree of risk. You should carefully consider the following information, together with other information in this prospectus, before investing in shares of our common stock. If any of the following risks or uncertainties actually occur, our business, financial condition, prospects, results of operations and cash flow could be materially adversely affected. Additional risks or uncertainties not currently known to us, or that we deem immaterial, may also have a material adverse effect on our business financial condition, prospects or results of operations. We cannot assure you that any of the events discussed in the risk factors below will not occur. In that case, the market price of our common stock could decline and you may lose all or a part of your investment.

Risks Related to Our Business and Industry

Our business is cyclical and depends on spending and well completions by the onshore oil and natural gas industry in the U.S., and the level of such activity is volatile. Our business has been, and may continue to be, adversely affected by industry conditions that are beyond our control.

Our business is cyclical, and we depend on the willingness of our customers to make expenditures to explore for, develop and produce oil and natural gas from onshore unconventional resources in the U.S. The willingness of our customers to undertake these activities depends largely upon prevailing industry conditions that are influenced by numerous factors over which we have no control, including:

•

prices, and expectations about future prices, for oil and natural gas;

•

domestic and foreign supply of, and demand for, oil and natural gas and related products;

•

the level of global and domestic oil and natural gas inventories;

•

the supply of and demand for hydraulic fracturing and other oilfield services and equipment in the United States;

•

the cost of exploring for, developing, producing and delivering oil and natural gas;

•

available pipeline, storage and other transportation capacity;

•

lead times associated with acquiring equipment and products and availability of qualified personnel;

•

the discovery rates of new oil and natural gas reserves;

•

federal, state and local regulation of hydraulic fracturing and other oilfield service activities, as well as exploration and production activities, including public pressure on governmental bodies and regulatory agencies to regulate our industry;

•

the availability of water resources, suitable proppant and chemicals in sufficient quantities for use in hydraulic fracturing fluids;

•

geopolitical developments and political instability in oil and natural gas producing countries;

•

actions of the Organization of the Petroleum Exporting Countries, its members and other state-controlled oil companies relating to oil price and production controls;

•

advances in exploration, development and production technologies or in technologies affecting energy consumption;

•

the price and availability of alternative fuels and energy sources;

•

weather conditions and natural disasters;

•

uncertainty in capital and commodities markets and the ability of oil and natural gas producers to raise equity capital and debt financing; and

•

U.S. federal, state and local and non-U.S. governmental regulations and taxes.

The volatility of the oil and natural gas industry and the resulting impact on exploration and production activity could adversely impact the level of drilling and completion activity by some of our customers. This volatility may result in a decline in the demand for our services or adversely affect the price of our services. In addition, material declines in oil and natural gas prices, or drilling or completion activity in the U.S. oil and natural gas shale regions, could have a material adverse effect on our business, financial condition, prospects, results of operations and cash flows. In addition, a decrease in the development of oil and natural gas reserves in our market areas may also have an adverse impact on our business, even in an environment of strong oil and natural gas prices.

Our business may be adversely affected by a deterioration in general economic conditions or a weakening of the broader energy industry.

A prolonged economic slowdown or recession in the U.S., adverse events relating to the energy industry or regional, national and global economic conditions and factors, particularly a further slowdown in the E&P industry, could negatively impact our operations and therefore adversely affect our results. The risks associated with our business are more acute during periods of economic slowdown or recession because such periods may be accompanied by decreased exploration and development spending by our customers, decreased demand for oil and gas and decreased prices for oil and gas.

A decline in or substantial volatility of crude oil and natural gas commodity prices could adversely affect the demand for our services. Price competition among our competitors has intensified and may persist during the industry downturn.

The demand for our services is substantially influenced by current and anticipated crude oil and natural gas commodity prices and the related level of drilling and completion activity and general production spending in the areas in which we have operations. Volatility or weakness in crude oil and natural gas commodity prices (or the perception that crude oil and natural gas commodity prices will decrease) affects the spending patterns of our customers and the products and services we provide are, to a substantial extent, deferrable in the event oil and natural gas companies reduce capital expenditures. As a result, we may experience lower utilization of, and may be forced to lower our rates for, our equipment and services.

Historical prices for crude oil and natural gas have been extremely volatile and are expected to continue to be volatile. For example, since 1999, oil prices have ranged from as low as approximately $10 per barrel to over $100 per barrel. The spot price per barrel as of November 30, 2016 was $49.22. In recent years, oil and natural gas prices and, therefore, the level of exploration, development and production activity, have experienced a sustained decline from the highs in the latter half of 2014 as a result of an increasing global supply of oil and a decision by OPEC to sustain its production levels in spite of the decline in oil prices and slowing economic growth in the Eurozone and China. Since November 2014, prices for U.S. oil have weakened in response to continued high levels of production by OPEC, a buildup in inventories and lower global demand. OPEC has recently announced its agreement to a framework for limiting crude output, but this agreement has not yet been finalized and the global supply excess may persist.

As a result of the significant decline in the price of oil, beginning in late 2014, E&P companies moved to significantly cut costs, both by decreasing drilling and completion activity and by demanding price concessions from their service providers, including providers of hydraulic fracturing services. Horizontal drilling activity, which is a principal factor influencing demand for hydraulic fracturing services, has declined in recent years. The horizontal rig count in the U.S. declined by 77% from December 31, 2014, to a historical low of 314 as of May 2016. In turn, service providers, including hydraulic fracturing service providers, were forced to lower their operating costs and capital expenditures, while continuing to operate their businesses in an extremely competitive environment. If these conditions persist, they will adversely impact our operations. A prolonged low level of activity in the oil and natural gas industry will adversely affect the demand for our products and services and our financial condition, prospects and results of operations.

Additionally, the commercial development of economically viable alternative energy sources (such as wind, solar geothermal, tidal, fuel cells and biofuels) could reduce demand for our services and create downward pressure on the revenue we are able to derive from such services, as they are dependent on oil and natural gas commodity prices.

Fuel conservation measures could reduce demand for oil and natural gas.

Fuel conservation measures, alternative fuel requirements and increasing consumer demand for alternatives to oil and natural gas could reduce demand for oil and natural gas. The impact of the changing demand for oil and natural gas may have a material adverse effect on our business, financial condition, prospects, results of operations and cash flows.

Our operations are subject to hazards inherent in the energy services industry.

Risks inherent to our industry can cause personal injury, loss of life, suspension of or impact upon operations, damage to geological formations, damage to facilities, business interruption and damage to, or destruction of, property, equipment and the environment. Such risks may include, but are not limited to:

•

equipment defects;

•

vehicle accidents;

•

explosions and uncontrollable flows of gas or well fluids;

•

unusual or unexpected geological formations or pressures and industrial accidents;

•

blowouts;

•

cratering;

•

loss of well control;

•

collapse of the borehole; and

•

damaged or lost drilling equipment.

In addition, our hydraulic fracturing and well completion services could become a source of spills or releases of fluids, including chemicals used during hydraulic fracturing activities, at the site where such services are performed, or could result in the discharge of such fluids into underground formations that were not targeted for fracturing or well completion activities, such as potable aquifers. These risks could expose us to substantial liability for personal injury, wrongful death, property damage, loss of oil and natural gas production, pollution and other environmental damages and could result in a variety of claims, losses and remedial obligations that could have an adverse effect on our business and results of operations. The existence, frequency and severity of such incidents could affect operating costs, insurability and relationships with customers, employees and regulators. In particular, our customers may elect not to purchase our services if they view our safety record as unacceptable, which could cause us to lose customers and substantial revenue, and any litigation or claims, even if fully indemnified or insured, could negatively affect our reputation with our customers and the public and make it more difficult for us to compete effectively or obtain adequate insurance in the future.

We may be subject to claims for personal injury and property damage, which could materially adversely affect our financial condition, prospects and results of operations.

Our services are subject to inherent risks that can cause personal injury or loss of life, damage to or destruction of property, equipment or the environment or the suspension of our operations. Our operations are subject to, and exposed to, employee/employer liabilities and risks such as wrongful termination, discrimination, labor organizing, retaliation claims and general human resource related matters. Litigation arising from

operations where our facilities are located, or our services are provided, may cause us to be named as a defendant in lawsuits asserting potentially large claims including claims for exemplary damages. We maintain what we believe is customary and reasonable insurance to protect our business against these potential losses, but such insurance may not be adequate to cover our liabilities, and we are not fully insured against all risks. Further, our insurance has deductibles or self-insured retentions and contains certain coverage exclusions. The current trend in the insurance industry is towards larger deductibles and self-insured retentions. In addition, insurance may not be available in the future at rates that we consider reasonable and commercially justifiable, compelling us to have larger deductibles or self-insured retentions to effectively manage expenses. As a result, we could become subject to material uninsured liabilities or situations where we have high deductibles or self-insured retentions that expose us to liabilities that could have a material adverse effect on our business, financial condition, prospects or results of operations.

Competition within the oilfield services industry may adversely affect our ability to market our services.

The oilfield services industry is highly competitive and fragmented and includes several large companies that compete in many of the markets we serve, as well as numerous small companies that compete with us on a local basis. Our larger competitors’ greater resources could allow them to better withstand industry downturns and to compete more effectively on the basis of technology, geographic scope and retained skilled personnel. We believe the principal competitive factors in the market areas we serve are price, equipment quality, supply chains, balance sheet strength and financial condition, product and service quality, safety record, availability of crews and equipment and technical proficiency. Our operations may be adversely affected if our current competitors or new market entrants introduce new products or services with better features, performance, prices or other characteristics than our products and services or expand into service areas where we operate. Competitive pressures or other factors may also result in significant price competition, particularly during industry downturns, which could have a material adverse effect on our results of operations, financial condition and prospects. Significant increases in overall market capacity have also caused active price competition and led to lower pricing and utilization levels for our services.

The competitive environment has intensified since late 2014 as a result of the industry downturn and oversupply of oilfield services. We have seen substantial reductions in the prices we can charge for our services based on reduced demand and resulting overcapacity. Any significant future increase in overall market capacity for completion services could adversely affect our business and results of operations.

New technology may cause us to become less competitive.

The oilfield services industry is subject to the introduction of new drilling and completion techniques and services using new technologies, some of which may be subject to patent or other intellectual property protections. Although we believe our equipment and processes currently give us a competitive advantage, as competitors and others use or develop new or comparable technologies in the future, we may lose market share or be placed at a competitive disadvantage. Further, we may face competitive pressure to develop, implement or acquire certain new technologies at a substantial cost. Some of our competitors have greater financial, technical and personnel resources that may allow them to enjoy technological advantages and develop and implement new products on a timely basis or at an acceptable cost. We cannot be certain that we will be able to develop and implement all new technologies or products on a timely basis or at an acceptable cost. Limits on our ability to develop, effectively use and implement new and emerging technologies may have a material adverse effect on our business, financial condition, prospects or results of operations.

Our assets require significant amounts of capital for maintenance, upgrades and refurbishment and may require significant capital expenditures for new equipment.

Our hydraulic fracturing fleets and other completion service-related equipment require significant capital investment in maintenance, upgrades and refurbishment to maintain their competitiveness. For example, since

April 1, 2016 we have deployed 5 hydraulic fracturing fleets to service customers at a total cost to deploy of approximately $8 million and, based on current component and labor costs, we believe that our remaining inactive hydraulic fracturing fleets can be made operational at a cost of approximately $1.5 million per fleet. However, the costs of components and labor have increased in the past and may increase in the future with increases in demand, which will require us to incur additional costs to make our remaining active fleets operational. Our fleets and other equipment typically do not generate revenue while they are undergoing maintenance, refurbishment or upgrades. Any maintenance, upgrade or refurbishment project for our assets could increase our indebtedness or reduce cash available for other opportunities. Further, such projects may require proportionally greater capital investments as a percentage of total asset value, which may make such projects difficult to finance on acceptable terms. To the extent we are unable to fund such projects, we may have less equipment available for service or our equipment may not be attractive to potential or current customers. Additionally, competition or advances in technology within our industry may require us to update or replace existing fleets or build or acquire new fleets. Such demands on our capital or reductions in demand for our hydraulic fracturing fleets and other completion service related equipment and the increase in cost to maintain labor necessary for such maintenance and improvement, in each case, could have a material adverse effect on our business, liquidity position, financial condition, prospects and results of operations and may increase the cost to make our inactive fleets operational.

We are dependent on a few customers in a single industry. The loss of one or more significant customers could adversely affect our financial condition, prospects and results of operations.

Our customers are engaged in the oil and natural gas E&P business in the U.S. Historically, we have been dependent upon a few customers for a significant portion of our revenues. For the year ended December 31, 2015, on an actual basis, our top four customers, EQT Production Company, Shell Exploration & Production, XTO Energy and Southwestern Energy Company, collectively accounted for approximately 90% of total revenues. For the year ended December 31, 2015, on pro forma basis, our top three customers, EQT Production Company, XTO Energy and Seneca Resources Corporation, collectively accounted for approximately 41% of total revenues. For the nine months ended September 30, 2016, our top three customers, Shell Exploration & Production, XTO Energy and Seneca Resources Corporation, collectively accounted for approximately 52% and 49% of total revenues on an actual and pro forma basis, respectively.

Our business, financial condition, prospects and results of operations could be materially adversely affected if one or more of our significant customers ceases to engage us for our services on favorable terms or at all or fails to pay or delays in paying us significant amounts of our outstanding receivables. Although we do have contracts for multiple projects with certain of our customers, most of our services are provided on a project-by-project basis.

Additionally, the E&P industry is characterized by frequent consolidation activity. Changes in ownership of our customers may result in the loss of, or reduction in, business from those customers, which could materially and adversely affect our business, financial condition, prospects and results of operations.

We are exposed to the credit risk of our customers, and any material nonpayment or nonperformance by our customers could adversely affect our financial results.

We are subject to the risk of loss resulting from nonpayment or nonperformance by our customers, many of whose operations are concentrated solely in the domestic E&P industry which, as described above, is subject to volatility and, therefore, credit risk. Our credit procedures and policies may not be adequate to fully reduce customer credit risk. If we are unable to adequately assess the creditworthiness of existing or future customers or unanticipated deterioration in their creditworthiness, any resulting increase in nonpayment or nonperformance by them and our inability to re-market or otherwise use our equipment could have a material adverse effect on our business, financial condition, prospects and/or results of operations.

Our commitments under supply agreements could exceed our requirements, and our reliance on suppliers exposes us to risks including price, timing of delivery and quality of products and services upon which our business relies.

We have purchase commitments with certain vendors to supply a majority of the proppant used in our operations. Some of these agreements are take-or-pay agreements with minimum purchase obligations. If demand for our hydraulic fracturing services decreases from current levels, demand for the raw materials and products we supply as part of these services will also decrease. If demand decreases enough, we could have contractual minimum commitments that exceed the required amount of goods we need to supply to our customers. In this instance, we could be required to purchase goods that we do not have a present need for, pay for goods that we do not take delivery of or pay prices in excess of market prices at the time of purchase. Additionally, our reliance on outside suppliers for some of the key materials and equipment we use in providing our services involves risks, including limited control over the price, timely delivery and quality of such materials or equipment.

Unexpected and immediate changes in the availability and pricing of raw materials, or the loss of or interruption in operations of one or more of our suppliers, could have a material adverse effect on our results of operations, prospects and financial condition.

Raw materials essential to our business are normally readily available. However, high levels of demand for raw materials, such as gels, guar, proppant and hydrochloric acid, have triggered constraints in the supply chain of those raw materials and could dramatically increase the prices of such raw materials. For example, during 2012, companies in our industry experienced a shortage of guar, which is a key ingredient in fracturing fluids. This shortage resulted in an unexpected and immediate increase in the price of guar. During 2008, our industry faced sporadic proppant shortages requiring work stoppages, which adversely impacted the operating results of several competitors. We may not be able to mitigate any future shortages of raw materials.

The proppant market is a highly competitive and volatile part of the supply chain that our industry depends on.

Although the scarcity of proppant and chemicals at various periods between 2011 and 2014 has largely been reversed as a result of increased manufacturing efficiency, expanded capacity and decreased demand, the proppant market remains highly competitive and relatively volatile. An increase in the cost of proppant as a result of increased demand or a decrease in the number of proppant providers as a result of consolidation could increase our cost of an essential raw material in hydraulic stimulation and have a material adverse effect on our operations, prospects and financial condition.

We may record losses or impairment charges related to idle assets or assets that we sell.

Prolonged periods of low utilization, changes in technology or the sale of assets below their carrying value may cause us to experience losses. These events could result in the recognition of impairment charges that increase our net loss. Prior to our acquisition of the Acquired Trican Operations, Trican recorded significant impairment charges, and we may record significant impairment charges in the future. Significant impairment charges as a result of a decline in market conditions or otherwise could have a material adverse effect on our results of operations in future periods.

Competition among oilfield service and equipment providers is affected by each provider’s reputation for safety and quality.

Our activities are subject to a wide range of national, state and local occupational health and safety laws and regulations. In addition, customers maintain their own compliance and reporting requirements. Failure to comply

with these health and safety laws and regulations, or failure to comply with our customers’ compliance or reporting requirements, could tarnish our reputation for safety and quality and have a material adverse effect on our competitive position.

Oilfield anti-indemnity provisions enacted by many states may restrict or prohibit a party’s indemnification of us.

We typically enter into agreements with our customers governing the provision of our services, which usually include certain indemnification provisions for losses resulting from operations. Such agreements may require each party to indemnify the other against certain claims regardless of the negligence or other fault of the indemnified party; however, many states place limitations on contractual indemnity agreements, particularly agreements that indemnify a party against the consequences of its own negligence. Furthermore, certain states, including Louisiana, New Mexico, Texas and Wyoming, have enacted statutes generally referred to as “oilfield anti-indemnity acts” expressly prohibiting certain indemnity agreements contained in or related to oilfield services agreements. Such oilfield anti-indemnity acts may restrict or void a party’s indemnification of us, which could have a material adverse effect on our business, financial condition, prospects and results of operations.

We are subject to federal, state and local laws and regulations regarding issues of health, safety and protection of the environment. Under these laws and regulations, we may become liable for penalties, damages or costs of remediation or other corrective measures. Any changes in laws or government regulations could increase our costs of doing business.

Our operations are subject to stringent federal, state, local and tribal laws and regulations relating to, among other things, protection of natural resources, clean air and drinking water, wetlands, endangered species, greenhouse gasses, nonattainment areas, the environment, health and safety, chemical use and storage, waste management, waste disposal and transportation of waste and other hazardous and nonhazardous materials. Our operations involve risks of environmental liability, including leakage from an operator’s casing during our operations or accidental spills onto or into surface or subsurface soils, surface water or groundwater. Some environmental laws and regulations may impose strict liability, joint and several liability, or both. In some situations, we could be exposed to liability as a result of our conduct that was lawful at the time it occurred or the conduct of, or conditions caused by, third parties without regard to whether we caused or contributed to the conditions. Additionally, environmental concerns, including clean air, drinking water contamination and seismic activity, have prompted investigations that could lead to the enactment of regulations, limitations, restrictions or moratoria that could potentially have a material adverse impact on our business. Actions arising under these laws and regulations could result in the shutdown of our operations, fines and penalties (administrative, civil or criminal), revocations of permits to conduct business, expenditures for remediation or other corrective measures and/or claims for liability for property damage, exposure to hazardous materials, exposure to hazardous waste, nuisance or personal injuries. Sanctions for noncompliance with applicable environmental laws and regulations may also include the assessment of administrative, civil or criminal penalties, revocation of permits and temporary or permanent cessation of operations in a particular location and issuance of corrective action orders. Such claims or sanctions and related costs could cause us to incur substantial costs or losses and could have a material adverse effect on our business, financial condition, prospects and results of operations. Additionally, an increase in regulatory requirements, limitations, restrictions or moratoria on oil and natural gas exploration and completion activities at a federal, state or local level could significantly delay or interrupt our operations, limit the amount of work we can perform, increase our costs of compliance, or increase the cost of our services, thereby possibly having a material adverse impact on our financial condition.

If we do not perform in accordance with government, industry, customer or our own health, safety and environmental standards, we could lose business from our customers, many of whom have an increased focus on environmental and safety issues.

We are subject to the U.S. Environmental Protection Agency (the “EPA”), U.S. Department of Transportation, U.S. Nuclear Regulation Commission, OSHA and state regulatory agencies that regulate

operations to prevent air, soil and water pollution. The energy extraction sector is one of the sectors designated for increased enforcement by the EPA, which will continue to regulate our industry in the years to come, potentially resulting in additional regulations that could have a material adverse impact on our business, prospects or financial condition.

The EPA regulates air emissions from all engines, including off-road diesel engines that are used by us to power equipment in the field. Under these U.S. emission control regulations, we could be limited in the number of certain off-road diesel engines we can purchase. Further, the emission control and fuel quality regulations could result in increased costs.

Laws and regulations protecting the environment generally have become more stringent over time, and we expect them to continue to do so. This could lead to material increases in our costs, and liability exposure, for future environmental compliance and remediation. Additionally, if we expand the size or scope of our operations, we could be subject to existing regulations that are more stringent than the requirements under which we are currently allowed to operate or require additional authorizations to continue operations. Compliance with this additional regulatory burden could increase our operating or other costs.

Federal, state and local legislative and regulatory initiatives relating to hydraulic fracturing could prohibit, restrict or limit hydraulic fracturing operations, could increase our operating costs or could result in the disclosure of proprietary information resulting in competitive harm.

During recent sessions of the U.S. Congress, several pieces of legislation were introduced in the U.S. Senate and House of Representatives for the purpose of amending environmental laws such as the Clean Air Act, the Safe Drinking Water Act (the “SDWA”) and the Toxic Substance Control Act with respect to activities associated with extraction and energy production industries, especially the oil and gas industry. Further, various items of legislation and rulemaking have been proposed that would regulate or prevent federal regulation of hydraulic fracturing on federally owned land. Proposed rulemaking from the EPA and OSHA, such as the proposed regulation relating to respirable silica sand, could increase our regulatory requirements, which could increase our costs of compliance or increase the costs of our services, thereby possibly having a material adverse impact on our business and results of operations.

If the EPA or another federal or state-level agency asserts jurisdiction over certain aspects of hydraulic fracturing operations, an additional level of regulation established at the federal or state level could lead to operational delays and increase our costs. The EPA recently issued a study of the potential impacts of hydraulic fracturing on drinking water and groundwater. The EPA report states that there is scientific evidence that hydraulic fracturing activities can impact drinking resources under some circumstances, and identifies certain conditions in which the EPA believes the impact of such activities on drinking water and groundwater can be more frequent or severe. The EPA study could spur further initiatives to regulate hydraulic fracturing under the SDWA or otherwise. Many regulatory and legislative bodies routinely evaluate the adequacy and effectiveness of laws and regulations affecting the oil and gas industry. As a result, state legislatures, state regulatory agencies and local municipalities may consider legislation, regulations or ordinances, respectively, that could affect all aspects of the oil and natural gas industry and occasionally take action to restrict or further regulate hydraulic fracturing operations. At this time, it is not possible to estimate the potential impact on our business of these state and municipal actions or the enactment of additional federal or state legislation or regulations affecting hydraulic fracturing. Compliance, stricter regulations or the consequences of any failure to comply by us could have a material adverse effect on our business, financial condition, prospects and results of operations.

Many states in which we operate require the disclosure of some or all of the chemicals used in our hydraulic fracturing operations. Certain aspects of one or more of these chemicals may be considered proprietary by us or our chemical suppliers. Disclosure of our proprietary chemical information to third parties or to the public, even if inadvertent, could diminish the value of our trade secrets or those of our chemical suppliers and could result in competitive harm to us, which could have an adverse impact on our financial condition, prospects and results of operations.

We are also aware that some states, counties and municipalities have enacted or are considering moratoria on hydraulic fracturing. For example, New York and Vermont have banned or are in the process of banning the use of high volume hydraulic fracturing. Alternatively, some municipalities are or have considered zoning and other ordinances, the conditions of which could impose a de facto ban on drilling and/or hydraulic fracturing operations. Further, some states, counties and municipalities are closely examining water use issues, such as permit and disposal options for processed water, which could have a material adverse impact on our financial condition, prospects and results of operations if such additional permitting requirements are imposed upon our industry. Additionally, our business could be affected by a moratorium or increased regulation of companies in our supply chain, such as sand mining by our proppant suppliers, which could limit our access to supplies and increase the costs of our raw materials. At this time, it is not possible to estimate how these various restrictions could affect our ongoing operations. For more information, see “Business—Environmental Regulation.”

Existing or future laws and regulations related to greenhouse gases and climate change could have a negative impact on our business and may result in additional compliance obligations with respect to the release, capture and use of carbon dioxide that could have a material adverse effect on our business, results of operations, prospects and financial condition.

Changes in environmental requirements related to greenhouse gases and climate change may negatively impact demand for our services. For example, oil and natural gas exploration and production may decline as a result of environmental requirements, including land use policies responsive to environmental concerns. Federal, state and local agencies have been evaluating climate-related legislation and other regulatory initiatives that would restrict emissions of greenhouse gases in areas in which we conduct business. Because our business depends on the level of activity in the oil and natural gas industry, existing or future laws and regulations related to greenhouse gases and climate change, including incentives to conserve energy or use alternative energy sources, could have a negative impact on our business if such laws or regulations reduce demand for oil and natural gas. Likewise, such restrictions may result in additional compliance obligations with respect to the release, capture, sequestration and use of carbon dioxide that could have a material adverse effect on our business, results of operations, prospects and financial condition.

We use intellectual property relating to hydraulic fracturing fluids and electronic pump control which is subject to non-exclusive license arrangements and may be licensed to our competitors, which could adversely affect our business.

Trican has licensed our use of certain of its hydraulic fracturing fluids and electronic pump control technology under non-exclusive agreements. Accordingly, Trican has the right to license the same technologies and fracturing fluids that we use in our operations to our competitors, which could adversely affect our business. The rights obtained under this license may be shared with others who have been granted a similar non-exclusive license. As a result, the non-exclusive nature of this license may lead to conflicts between us and others granted similar rights.

If we are unable to fully protect our intellectual property rights, we may suffer a loss in our competitive advantage or market share.

We do not have patents or patent applications relating to many of our key processes and technology. If we are not able to maintain the confidentiality of our trade secrets, or if our competitors are able to replicate our technology or services, our competitive advantage would be diminished. We also cannot assure you that any patents we may obtain in the future would provide us with any significant commercial benefit or would allow us to prevent our competitors from employing comparable technologies or processes.

We may be subject to interruptions or failures in our information technology systems.

We rely on sophisticated information technology systems and infrastructure to support our business, including process control technology. Any of these systems may be susceptible to outages due to fire, floods,

power loss, telecommunications failures, usage errors by employees, computer viruses, cyber-attacks or other security breaches, or similar events. The failure of any of our information technology systems may cause disruptions in our operations, which could adversely affect our sales and profitability.

Changes in transportation regulations may increase our costs and negatively impact our results of operations.

We are subject to various transportation regulations including as a motor carrier by the U.S. Department of Transportation and by various federal, state and tribal agencies, whose regulations include certain permit requirements of highway and safety authorities. These regulatory authorities exercise broad powers over our trucking operations, generally governing such matters as the authorization to engage in motor carrier operations, safety, equipment testing, driver requirements and specifications and insurance requirements. The trucking industry is subject to possible regulatory and legislative changes that may impact our operations, such as changes in fuel emissions limits, hours of service regulations that govern the amount of time a driver may drive or work in any specific period and limits on vehicle weight and size. As the federal government continues to develop and propose regulations relating to fuel quality, engine efficiency and greenhouse gas emissions, we may experience an increase in costs related to truck purchases and maintenance, impairment of equipment productivity, a decrease in the residual value of vehicles, unpredictable fluctuations in fuel prices and an increase in operating expenses. Increased truck traffic may contribute to deteriorating road conditions in some areas where our operations are performed. Our operations, including routing and weight restrictions, could be affected by road construction, road repairs, detours and state and local regulations and ordinances restricting access to certain roads. Proposals to increase federal, state or local taxes, including taxes on motor fuels, are also made from time to time, and any such increase would increase our operating costs. Also, state and local regulation of permitted routes and times on specific roadways could adversely affect our operations. We cannot predict whether, or in what form, any legislative or regulatory changes or municipal ordinances applicable to our logistics operations will be enacted and to what extent any such legislation or regulations could increase our costs or otherwise adversely affect our business or operations.

We may be unable to employ a sufficient number of key employees, technical personnel and other skilled or qualified workers.

The delivery of our services and products requires personnel with specialized skills and experience who can perform physically demanding work. As a result of the volatility in the energy service industry and the demanding nature of the work, workers may choose to pursue employment with our competitors or in fields that offer a more desirable work environment. Our ability to be productive and profitable will depend upon our ability to employ and retain skilled workers. In addition, our ability to further expand our operations according to geographic demand for our services depends in part on our ability to relocate or increase the size of our skilled labor force. The demand for skilled workers in our areas of operations can be high, the supply may be limited and we may be unable to relocate our employees from areas of lower utilization to areas of higher demand. A significant increase in the wages paid by competing employers could result in a reduction of our skilled labor force, increases in the wage rates that we must pay, or both. Further, a significant decrease in the wages paid by us or our competitors as a result of reduced industry demand could result in a reduction of the available skilled labor force, and there is no assurance that the availability of skilled labor will improve following a subsequent increase in demand for our services or an increase in wage rates. If any of these events were to occur, our capacity and profitability could be diminished and our growth potential could be impaired.

We depend heavily on the efforts of executive officers, managers and other key employees to manage our operations. The unexpected loss or unavailability of key members of management or technical personnel may have a material adverse effect on our business, financial condition, prospects or results of operations.

We may be unable to maintain key employees, technical personnel and other skilled or qualified workers due to immigration enforcement action or related loss.

We require full compliance with the Immigration Reform and Control Act of 1986 and other laws concerning immigration and the hiring of legally documented workers. We recognize that foreign nationals may be a valuable source of talent, but that not all foreign nationals are authorized to work for U.S. companies immediately. In some cases, it may be necessary to obtain a required work authorization from the U.S. Department of Homeland Security or similar government agency prior to a foreign national working as an employee for us. Although we do not know of any issues with our employees, we could lose an employee or be subject to an enforcement action that may have a material adverse effect on our business, financial condition, prospects or results of operations.

Adverse weather conditions could impact demand for our services or materially impact our costs.

Our business could be materially adversely affected by adverse weather conditions. For example, unusually warm winters could adversely affect the demand for our services by decreasing the demand for natural gas or unusually cold winters could adversely affect our ability to perform our services, for example, due to delays in the delivery of products that we need to provide our services. Our operations in arid regions can be affected by droughts and limited access to water used in our hydraulic fracturing operations. Adverse weather can also directly impede our own operations. Repercussions of adverse weather conditions may include:

•

curtailment of services;

•

weather-related damage to facilities and equipment, resulting in delays in operations;

•

inability to deliver equipment, personnel and products to job sites in accordance with contract schedules; and

•

loss of productivity.

A terrorist attack or armed conflict could harm our business.

Terrorist activities, anti-terrorist efforts and other armed conflicts involving the United States could adversely affect the U.S. and global economies and could prevent us from meeting financial and other obligations. We could experience loss of business, delays or defaults in payments from payors or disruptions of fuel supplies and markets if wells, operations sites or other related facilities are direct targets or indirect casualties of an act of terror or war. Such activities could reduce the overall demand for oil and gas, which, in turn, could also reduce the demand for our products and services. Terrorist activities and the threat of potential terrorist activities and any resulting economic downturn could adversely affect our results of operations, impair our ability to raise capital or otherwise adversely impact our ability to realize certain business strategies.

Delays in obtaining, or inability to obtain or renew, permits or authorizations by our customers for their operations or by us for our operations could impair our business.

In most states, our customers are required to obtain permits or authorizations from one or more governmental agencies or other third parties to perform drilling and completion activities, including hydraulic fracturing. Such permits or approvals are typically required by state agencies, but can also be required by federal and local governmental agencies or other third parties. The requirements for such permits or authorizations vary depending on the location where such drilling and completion activities will be conducted. As with most permitting and authorization processes, there is a degree of uncertainty as to whether a permit will be granted, the time it will take for a permit or approval to be issued and the conditions which may be imposed in connection with the granting of the permit. In some jurisdictions, such as New York State and within the jurisdiction of the Delaware River Basin Commission, certain regulatory authorities have delayed or suspended the issuance of permits or authorizations while the potential environmental impacts associated with issuing such permits can be

studied and appropriate mitigation measures evaluated. In Texas, rural water districts have begun to impose restrictions on water use and may require permits for water used in drilling and completion activities. Permitting, authorization or renewal delays, the inability to obtain new permits or the revocation of current permits could cause a loss of revenue and potentially have a materially adverse effect on our business, financial condition, prospects or results of operations.

We are also required to obtain federal, state, local and/or third-party permits and authorizations in some jurisdictions in connection with our wireline services. These permits, when required, impose certain conditions on our operations. Any changes in these requirements could have a material adverse effect on our financial condition, prospects and results of operations.

We may not be successful in identifying and making acquisitions.

Part of our strategy to expand our geographic scope and customer relationships, increase our access to technology and to grow our business is dependent on our ability to make acquisitions that result in accretive revenues and earnings. We may be unable to make accretive acquisitions or realize expected benefits of any acquisitions for any of the following reasons:

•

failure to identify attractive targets;

•

incorrect assumptions regarding the future results of acquired operations or assets or expected cost reductions or other synergies expected to be realized as a result of acquiring operations or assets;

•

failure to obtain financing on acceptable terms or at all;

•

restrictions in our debt agreements;

•

failure to successfully integrate the operations or management of any acquired operations or assets;

•

failure to retain or attract key employees; and

•

diversion of management’s attention from existing operations or other priorities.

Our acquisition strategy requires that we successfully integrate acquired companies into our business practices as well as our procurement, management and enterprise-wide information technology systems. We may not be successful in implementing our business practices at acquired companies, and our acquisitions could face difficulty in transitioning from their previous information technology systems to our own. Further, unexpected costs and challenges may arise whenever businesses with different operations of management are combined. Any such difficulties, or increased costs associated with such integration, could affect our business, financial performance and operations.

If we are unable to identify, complete and integrate acquisitions, it could have a material adverse effect on our growth strategy, business, financial condition, prospects and results of operations.

Integrating acquisitions may be time-consuming and create costs that could reduce our net income and cash flows.

Part of our strategy includes pursuing acquisitions that we believe will be accretive to our business. If we consummate an acquisition, the process of integrating the acquired business may be complex and time consuming, may be disruptive to the business and may cause an interruption of, or a distraction of management’s attention from, the business as a result of a number of obstacles, including, but not limited to:

•

a failure of our due diligence process to identify significant risks or issues;

•

the loss of customers of the acquired company or our company;

•

negative impact on the brands or banners of the acquired company or our company;

•

a failure to maintain or improve the quality of customer service;

•

difficulties assimilating the operations and personnel of the acquired company;

•

our inability to retain key personnel of the acquired company;

•

the incurrence of unexpected expenses and working capital requirements;

•

our inability to achieve the financial and strategic goals, including synergies, for the combined businesses;

•

difficulty in maintaining internal controls, procedures and policies;

•

mistaken assumptions about the overall costs of equity or debt; and

•

unforeseen difficulties operating in new product areas or new geographic areas.

Any of the foregoing obstacles, or a combination of them, could decrease gross profit margins or increase selling, general and administrative expenses in absolute terms and/or as a percentage of net sales, which could in turn negatively impact our net income and cash flows.

We may not be able to consummate acquisitions in the future on terms acceptable to us, or at all. In addition, future acquisitions are accompanied by the risk that the obligations and liabilities of an acquired company may not be adequately reflected in the historical financial statements of that company and the risk that those historical financial statements may be based on assumptions which are incorrect or inconsistent with our assumptions or approach to accounting policies. Any of these material obligations, liabilities or incorrect or inconsistent assumptions could adversely impact our results of operations, prospects and financial condition.

Our historical financial statements may not be indicative of future performance.

In light of the Trican transaction completed in March 2016, our operating results only reflect the impact of the acquisition for dates after the closing of the transaction, and, therefore, comparisons with prior periods are difficult. As a result, our limited historical financial performance as the owner of the Acquired Trican Operations may make it difficult for stockholders to evaluate our business and results of operations to date and to assess our future prospects and viability.

Furthermore, as a result of the implementation of new business initiatives and strategies following the completion of the Trican transaction, our historical results of operations are not necessarily indicative of our ongoing operations and the operating results to be expected in the future.

Our unaudited pro forma condensed combined and consolidated financial information may not be representative of our future results.

The pro forma financial information included in this prospectus is constructed from our consolidated financial statements and the historical consolidated financial statements of Trican U.S. prior to our acquisition of the Acquired Trican Operations and does not purport to be indicative of the financial information that will result from our future operations. While we acquired substantially all of the pressure-pumping assets, and assumed specified related liabilities, relating primarily to Trican U.S.’s United States oilfield services business, the Acquired Trican Operations, as reflected in this prospectus, do not contain all of the assets and liabilities of Trican U.S. The pro forma financial information presented in this prospectus is based in part on certain assumptions that we believe are reasonable. We cannot assure you that our assumptions will prove to be accurate over time. Accordingly, the pro forma financial information included in this prospectus does not purport to be indicative of what our results of operations and financial condition would have been had Keane and Trican U.S. been a combined entity during the period presented, or what our results of operations and financial condition will be in the future. The challenges associated with integrating previously independent businesses makes evaluating our business and our future financial prospects difficult. Our potential for future business success and operating profitability must be considered in light of the risks, uncertainties, expenses and difficulties typically encountered by other companies following business combinations.

Risks Related to Our Indebtedness

Our substantial level of indebtedness could adversely affect our financial condition and prevent us from fulfilling our obligations under our indebtedness.

We have a significant amount of indebtedness. As of September 30, 2016 and after giving pro forma effect to this offering and the application of the use of the net proceeds of this offering, we would have had $ million of debt outstanding.

Our substantial indebtedness could have important consequences to you. For example, it could:

•

adversely affect the market price of our common stock;

•

increase our vulnerability to interest rate increases and general adverse economic and industry conditions;

•

require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures and other general corporate purposes, including acquisitions;

•

limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;

•

limit our ability to obtain additional financing on satisfactory terms to fund our working capital requirements, capital expenditures, acquisitions, investments, debt service requirements and other general corporate requirements; and

•

place us at a competitive disadvantage compared to our competitors that have less debt.

In addition, we cannot assure you that we will be able to refinance any of our debt or that we will be able to refinance our debt on commercially reasonable terms. If we were unable to make payments or refinance our debt or obtain new financing under these circumstances, we would have to consider other options, such as:

•

sales of assets;

•

sales of equity; or

•

negotiations with our lenders to restructure the applicable debt.

Our debt instruments (including those that would be applicable to the Anticipated Refinancing Transactions) may restrict, or market or business conditions may limit, our ability to use some of our options.

Certain of the remaining proceeds of this offering may be used for general corporate purposes, which may include the repayment of indebtedness, capital expenditures, working capital and potential acquisitions and strategic transactions. We may use the remaining proceeds to repay existing indebtedness and we cannot assure you that any of the proceeds of the offering will be used for capital expenditures, working capital, potential acquisitions or strategic transactions. See “Use of Proceeds.”

Despite our significant indebtedness levels, we may still be able to incur additional debt, which could further exacerbate the risks associated with our substantial leverage.

We and our subsidiaries may be able to incur additional indebtedness in the future. The terms of the credit agreements that govern the Existing ABL Facility and the Existing Term Loan Facility and the NPA that govern the Notes (the Notes, together with the Existing ABL Facility and Existing Term Loan Facility, the “Existing Senior Secured Debt Facilities”) permit (and, if we consummate the Anticipated Refinancing Transactions, the terms of the New Credit Facilities will permit) us to incur additional indebtedness, subject to certain limitations. If new indebtedness is added to our and our subsidiaries’ current debt levels, the related risks that we and they now face would intensify. See “Description of Indebtedness.”

We may be unable to complete the Anticipated Refinancing Transactions, or we may decide not to pursue the Anticipated Refinancing Transactions.

Subject to market conditions, we intend to enter into the Anticipated Refinancing Transactions substantially currently with or after the consummation of this offering. The Anticipated Refinancing Transactions are expected to extend the weighted average maturity of our indebtedness and provide us with more flexibility to pursue various transactions than we have under the restrictive covenants in our existing indebtedness. The terms of the Anticipated Refinancing Transactions may be adversely affected by economic, market, geopolitical and other conditions prevailing at the time we propose to consummate such transactions, most of which are beyond our control. There can be no assurance that we will be able to complete the Anticipated Refinancing Transactions on terms favorable to us, or at all, and we may decide not to pursue the Anticipated Refinancing Transactions. If we are unable to complete, or elect not to pursue, the Anticipated Refinancing Transactions, there can be no assurance that we will be able to refinance our existing indebtedness prior to maturity on terms and conditions favorable to us, or at all.

The agreements governing our indebtedness contain operating covenants and restrictions that limit our operations and could lead to adverse consequences if we fail to comply with them.

The agreements governing our indebtedness contain (and, if we consummate the Anticipated Refinancing Transactions, the agreements governing New Credit Facilities will contain) certain operating covenants and other restrictions relating to, among other things, limitations on indebtedness (including guarantees of additional indebtedness) and liens, mergers, consolidations and dissolutions, sales of assets, investments and acquisitions, dividends and other restricted payments, repurchase of shares of capital stock and options to purchase shares of capital stock and certain transactions with affiliates. In addition, our Existing Senior Secured Debt Facilities include, and we expect the New ABL Facility to include, certain financial covenants.

The restrictions in the agreements governing our indebtedness may prevent us from taking actions that we believe would be in the best interest of our business, and may make it difficult for us to successfully execute our business strategy or effectively compete with companies that are not similarly restricted. We may also incur future debt obligations that might subject us to additional restrictive covenants that could affect our financial and operational flexibility.

Failure to comply with these financial and operating covenants could result from, among other things, changes in our results of operations, the incurrence of additional indebtedness, the pricing of our products, our success at implementing cost reduction initiatives, our ability to successfully implement our overall business strategy or changes in general economic conditions, which may be beyond our control. The breach of any of these covenants or restrictions could result in a default under the agreements that govern these facilities that would permit the lenders to declare all amounts outstanding thereunder to be due and payable, together with accrued and unpaid interest. If we are unable to repay such amounts, lenders having secured obligations could proceed against the collateral securing these obligations. The collateral includes the capital stock of our domestic subsidiaries and substantially all of our and our subsidiaries’ other tangible and intangible assets, subject in each case to certain exceptions. This could have serious consequences on our financial condition and results of operations and could cause us to become bankrupt or otherwise insolvent. In addition, these covenants may restrict our ability to engage in transactions that we believe would otherwise be in the best interests of our business and stockholders.

See “Description of Indebtedness” for additional information.

Increases in interest rates could negatively affect our financing costs and our ability to access capital.

We have exposure to future interest rates based on the variable rate debt under our credit facilities and to the extent we raise additional debt in the capital markets to meet maturing debt obligations, to fund our capital expenditures and working capital needs and to finance future acquisitions. Daily working capital requirements

are typically financed with operational cash flow and through the use of various committed lines of credit. The interest rate on these borrowing arrangements is generally determined from the inter-bank offering rate at the borrowing date plus a pre-set margin. Although we employ risk management techniques to hedge against interest rate volatility, significant and sustained increases in market interest rates could materially increase our financing costs and negatively impact our reported results.

Risks Related to This Offering and Owning Our Common Stock

There is no existing market for our common stock, and we do not know if one will develop to provide you with adequate liquidity. If the stock price fluctuates after this offering, you could lose a significant part of your investment.

Prior to this offering, there has not been a public market for our common stock. We cannot predict the extent to which investor interest in our company will lead to the development of an active trading market on the NYSE or otherwise or how liquid that market might become. If an active trading market does not develop, you may have difficulty selling shares of our common stock that you buy. The initial public offering price for the shares will be determined by negotiations between us and the underwriters and may not be indicative of prices that will prevail in the open market following this offering. The market price of our common stock may be influenced by many factors, some of which are beyond our control, including:

•

the failure of securities analysts to cover our common stock after this offering, or changes in financial estimates by analysts;

•

changes in, or investors’ perception of, the hydraulic fracturing industry;

•

the activities of competitors;

•

future issuances and sales of our common stock, including in connection with acquisitions;

•

our quarterly or annual earnings or those of other companies in our industry;

•

the public’s reaction to our press releases, our other public announcements and our filings with the SEC;

•

regulatory or legal developments in the United States;

•

litigation involving us, our industry, or both;

•

general economic conditions; and

•

other factors described elsewhere in these “Risk Factors.”

As a result of these factors, you may not be able to resell your shares of our common stock at or above the initial offering price. In addition, the stock market often experiences extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of a particular company. These broad market fluctuations and industry factors may materially reduce the market price of our common stock, regardless of our operating performance.

Our Sponsor controls us and may have conflicts of interest with other stockholders in the future.

After the completion of this offering, and assuming an offering of shares by us, our Sponsor, through Keane Investor, will indirectly control approximately % of our common stock (or % of our common stock assuming the underwriters exercise in full their option to purchase additional shares from the selling stockholder). As a result, our Sponsor will continue to be able to control the election of our directors, determine our corporate and management policies and determine, without the consent of our other stockholders, the outcome of any corporate transaction or other matter submitted to our stockholders for approval, including potential mergers or acquisitions, asset sales and other significant corporate transactions. Seven of our 11 directors are employees of, appointees of, or advisors to, members of Cerberus, as described under “Management.” Cerberus, through Keane Investor, will also have sufficient voting power to amend our organizational documents. The interests of Cerberus may not coincide with the interests of other holders of our

common stock. Additionally, Cerberus is in the business of making investments in companies and may, from time to time, acquire and hold interests in businesses that compete directly or indirectly with us. Cerberus may also pursue, for its own members’ accounts, acquisition opportunities that may be complementary to our business, and as a result, those acquisition opportunities may not be available to us. So long as Cerberus continues to own a significant amount of the outstanding shares of our common stock through Keane Investor, Cerberus will continue to be able to strongly influence or effectively control our decisions, including potential mergers or acquisitions, asset sales and other significant corporate transactions.

We are restricted from competing with Trican in the oilfield services business in Canada, which may adversely affect our access to, or our ability to expand within, the Canadian market.

We agreed to a non-competition provision with Trican as part our acquisition of the Acquired Trican Operations, pursuant to which, subject to certain limited exceptions, we may not compete, directly or indirectly, with Trican in Canada in the oilfield services business through March 16, 2018. Subject to certain limited exceptions, we also may not own an interest in any entity that competes directly or indirectly with Trican in Canada, other than with respect to any industrial services or completion tools business or certain interests in companies with limited revenues derived from Canadian operations. These restrictions may adversely affect our access to or ability to expand within the Canadian market. Additionally, Trican has an ownership interest in Keane Investor, and conflicts of interest may therefore arise between Trican and our other shareholders relating to opportunities to enter into or expand within the Canadian oilfield business.

We will incur increased costs as a result of being a publicly traded company.

After the completion of this offering, we will be subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and the rules and regulations of the stock market on which our common stock is traded. Being subject to these rules and regulations will result in additional legal, accounting and financial compliance costs, will make some activities more difficult, time-consuming and costly and may also place significant strain on management, systems and resources.

These laws and regulations also could make it more difficult or costly for us to obtain certain types of insurance, including director and officer liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. These laws and regulations could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, our board committees or as our executive officers. Furthermore, if we are unable to satisfy our obligations as a public company, we could be subject to delisting of our common stock, fines, sanctions and other regulatory action and potentially civil litigation.

We are a “controlled company” within the meaning of the NYSE rules and, as a result, will qualify for, and intend to rely on, exemptions from certain corporate governance requirements. You will not have the same protections afforded to stockholders of companies that are subject to such requirements.

Upon completion of this offering, Keane Investor will control a majority of our outstanding common stock. As a result, we are a “controlled company” within the meaning of the NYSE rules. Under the NYSE rules, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including:

•

the requirement that a majority of the board of directors consist of independent directors;

•

the requirement that we have a nominating and corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities;

•

the requirement that we have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and

•

the requirement for an annual performance evaluation of the nominating and corporate governance and compensation committees.

Following this offering, we intend to utilize these exemptions. As a result, we will not have a majority of independent directors nor will our nominating and corporate governance and compensation committees consist entirely of independent directors. Accordingly, you will not have the same protections afforded to stockholders of companies that are subject to all of the NYSE corporate governance requirements.

We are currently not required to meet the standards required by Section 404 of the Sarbanes-Oxley Act (“Section 404”), and failure to meet and maintain effective internal control over financial reporting in accordance with Section 404 could have a material adverse effect on our business, financial condition, prospects and results of operations.

We are not currently required to comply with the rules of the U.S. Securities and Exchange Commission, or the SEC, implementing Section 404 of the Sarbanes-Oxley Act, and are therefore not required to make a formal assessment of the effectiveness of our internal control over financial reporting for that purpose. Upon becoming a public company, we will be required to comply with the SEC’s rules implementing Sections 302 and 404 of the Sarbanes-Oxley Act, which will require management to certify financial and other information in our quarterly and annual reports and provide an annual management report on the effectiveness of controls over financial reporting. Though we will be required to disclose changes made in our internal controls and procedures on a quarterly basis, we will not be required to make our first annual assessment of our internal control over financial reporting pursuant to Section 404 until the year following our first annual report required to be filed with the SEC. Additionally, as an emerging growth company, our independent registered public accounting firm will not be required to formally attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 until the later of the year following our first annual report required to be filed with the SEC or the date we are no longer an emerging growth company. At such time, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our controls are documented, designed or operating.

To comply with the requirements of being a public company, we have undertaken various actions, and may need to take additional actions, such as implementing new internal controls and procedures and hiring additional accounting or internal audit staff. Testing and maintaining internal control can divert our management’s attention from other matters that are important to the operation of our business. Additionally, when evaluating our internal control over financial reporting, we may identify material weaknesses that we may not be able to remediate in time to meet the applicable deadline imposed upon us for compliance with the requirements of Section 404. If we are unable to comply with the requirements of Section 404 in a timely manner or assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal control over financial reporting once we are no longer an emerging growth company, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our common stock could be negatively affected, and we could become subject to investigations by the stock exchange on which our securities are listed, the SEC or other regulatory authorities, which could require additional financial and management resources.

Taking advantage of the reduced disclosure requirements applicable to “emerging growth companies” may make our common stock less attractive to investors.

As a company with less than $1.0 billion in revenue during our last fiscal year, we qualify as an “emerging growth company” as defined in the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include:

•

we are not required to engage an auditor to report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;

•

we are not required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);

•

we are not required to submit certain executive compensation matters to stockholder advisory votes, such as “say-on-pay,” “say-on-frequency” and “say-on-golden parachutes”; and

•

we are not required to disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the chief executive officer’s compensation to median employee compensation.

We may take advantage of these provisions until the last day of our fiscal year following the fifth anniversary of the completion of this offering or such earlier time that we are no longer an emerging growth company. We would cease to be an emerging growth company if we have more than $1.0 billion in annual revenue, have more than $700 million in market value of our common stock held by non-affiliates, or issue more than $1.0 billion of non-convertible debt over a three-year period. We may choose to take advantage of some but not all of these reduced burdens. We have elected to adopt the reduced disclosure in this prospectus.

The JOBS Act permits an emerging growth company like us to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. We are choosing to irrevocably “opt out” of this provision and, as a result, we will comply with new or revised accounting standards as required when they are adopted.

We cannot predict if investors will find our common stock less attractive if we elect to rely on these exemptions, or if taking advantage of these exemptions would result in less active trading or more volatility in the price of our common stock.

Provisions in our charter documents, certain agreements governing our indebtedness, the Stockholders’ Agreement (as defined herein) and Delaware law could make an acquisition of us more difficult and may prevent attempts by our stockholders to replace or remove our current management, even if beneficial to our stockholders.

Provisions in our certificate of incorporation and, upon the completion of the IPO-Related Transactions, our bylaws, may discourage, delay or prevent a merger, acquisition or other change in control that some stockholders may consider favorable, including transactions in which you might otherwise receive a premium for your shares of our common stock. These provisions could also limit the price that investors might be willing to pay in the future for shares of our common stock, possibly depressing the market price of our common stock.

In addition, these provisions may frustrate or prevent any attempts by our stockholders to replace members of our board of directors. Because our board of directors is responsible for appointing the members of our management team, these provisions could in turn affect any attempt by our stockholders to replace members of our management team. Examples of such provisions are as follows:

•

from and after such date that Keane Investor and its respective Affiliates (as defined in Rule 12b-2 of the Exchange Act), or any person who is an express assignee or designee of Keane Investor’s respective rights

under our certificate of incorporation (and such assignee’s or designee’s Affiliates) (of these entities, the entity that is the beneficial owner of the largest number of shares is referred to as the “Designated Controlling Stockholder”) ceases to own, in the aggregate, at least 50% of the then-outstanding shares of our common stock (the “50% Trigger Date”), the authorized number of our directors may be increased or decreased only by the affirmative vote of two-thirds of the then-outstanding shares of our common stock or by resolution of our board of directors;

•

prior to the 50% Trigger Date, only our board of directors and the Designated Controlling Stockholder are expressly authorized to make, alter or repeal our bylaws and, from and after the 50% Trigger Date, our stockholders may only amend our bylaws with the approval of at least two-thirds of all of the outstanding shares of our capital stock entitled to vote;

•

from and after the 50% Trigger Date, the manner in which stockholders can remove directors from the board will be limited;

•

from and after the 50% Trigger Date, stockholder actions must be effected at a duly called stockholder meeting and actions by our stockholders by written consent will be prohibited;

•

from and after such date that Keane Investor and its respective Affiliates (or any person who is an express assignee or designee of Keane Investor’s respective rights under our certificate of incorporation (and such assignee’s or designee’s Affiliates)) ceases to own, in the aggregate, at least 35% of the then-outstanding shares of our common stock (the “35% Trigger Date”), advance notice requirements for stockholder proposals that can be acted on at stockholder meetings and nominations to our board of directors will be established;

•

limits on who may call stockholder meetings;

•

requirements on any stockholder (or group of stockholders acting in concert), other than, prior to the 35% Trigger Date, the Designated Controlling Stockholder, who seeks to transact business at a meeting or nominate directors for election to submit a list of derivative interests in any of our company’s securities, including any short interests and synthetic equity interests held by such proposing stockholder;

•

requirements on any stockholder (or group of stockholders acting in concert) who seeks to nominate directors for election to submit a list of “related party transactions” with the proposed nominee(s) (as if such nominating person were a registrant pursuant to Item 404 of Regulation S-K, and the proposed nominee was an executive officer or director of the “registrant”); and

•

our board of directors is authorized to issue preferred stock without stockholder approval, which could be used to institute a “poison pill” that would work to dilute the stock ownership of a potential hostile acquirer, effectively preventing acquisitions that have not been approved by our board of directors.

Our certificate of incorporation authorizes our board of directors to issue up to 50,000,000 shares of preferred stock. The preferred stock may be issued in one or more series, the terms of which may be determined by our board of directors at the time of issuance or fixed by resolution without further action by the stockholders. These terms may include voting rights, preferences as to dividends and liquidation, conversion rights, redemption rights and sinking fund provisions. The issuance of preferred stock could diminish the rights of holders of our common stock, and, therefore, could reduce the value of our common stock. In addition, specific rights granted to holders of preferred stock could be used to restrict our ability to merge with, or sell assets to, a third party. The ability of our board of directors to issue preferred stock could delay, discourage, prevent or make it more difficult or costly to acquire or effect a change in control, thereby preserving the current stockholders’ control.

In addition, under the agreements governing our Existing Senior Secured Debt Facilities (and, if we consummate the Anticipated Refinancing Transactions, the agreements governing our New Credit Facilities), a change in control may lead the lenders and/or holders to exercise remedies such as acceleration of the obligations thereunder, termination of their commitments to fund additional advances and collection against the collateral securing such obligations.

Furthermore, in connection with this offering, Keane Group, Inc. will enter into the Stockholders’ Agreement with Keane Investor. Pursuant to the Stockholders’ Agreement, we will be required to appoint to our

Board of Directors individuals designated by Keane Investor upon the closing of the IPO-Related Transactions. Pursuant to a limited liability company agreement entered into by Cerberus and certain other entities and individuals who agreed to co-invest with Cerberus through Keane Investor (the “Keane Investor LLC Agreement”), such appointees shall be selected by Keane Investor’s board of managers so long as Keane Group, Inc. is a controlled company under the applicable rules of the NYSE . See “Certain Relationships and Related Party Transactions—Keane Investor Limited Liability Company Agreement.”

The Stockholders’ Agreement will provide that, except as otherwise required by applicable law, from the date on which (a) Keane Group, Inc. is no longer a controlled company under the applicable rules of the NYSE but prior to the 35% Trigger Date, Keane Investor will have the right to designate a number of individuals who satisfy the Director Requirements (as defined herein) equal to one director fewer than 50% of our board of directors at any time and shall cause its directors appointed to our board of directors to vote in favor of maintaining an 11-person board of directors unless the management board of Keane Investor otherwise agrees by the affirmative vote of 80% of the management board of Keane Investor; (b) a Holder (as defined herein) has beneficial ownership of at least 20% but less than 35% of our outstanding common stock, the Holder will have the right to designate a number of individuals who satisfy the Director Requirements equal to the greater of three or 25% of the size of our board of directors at any time (rounded up to the next whole number); (c) a Holder has beneficial ownership of at least 15% but less than 20% of our outstanding common stock, the Holder will have the right to designate the greater of two or 15% of the size of our board of directors at any time (rounded up to the next whole number); and (d) a Holder has beneficial ownership of at least 10% but less than 15% of our outstanding common stock, it will have the right to designate one individual who satisfies the Director Requirements. The ability of Keane Investor or a Holder to appoint one or more directors could make an acquisition of us more difficult and may prevent attempts by our stockholders to replace or remove our current management, even if beneficial to our stockholders.

Our certificate of incorporation and bylaws designate the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or other employees.

Our certificate of incorporation provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be the exclusive forum for: (a) any derivative action or proceeding brought on our behalf; (b) any action asserting a claim for breach of a fiduciary duty owed by any of our directors, officers, employees or agents to us or our stockholders; (c) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law (the “DGCL”), our certificate of incorporation or our bylaws; or (d) any action asserting a claim governed by the internal affairs doctrine. Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock is deemed to have received notice of and consented to the foregoing provisions. This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds more favorable for disputes with us or our directors, officers or other employees, which may discourage such lawsuits against us and our directors, officers and employees. Alternatively, if a court were to find this choice of forum provision inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business, financial condition, prospects or results of operations.

If a substantial number of shares becomes available for sale and are sold in a short period of time, the market price of our common stock could decline.

If our Existing Owners sell substantial amounts of our common stock in the public market following this offering, the market price of our common stock could decrease. The perception in the public market that our Existing Owners might sell shares of common stock could also create a perceived overhang and depress our market price. Upon completion of this offering, we will have shares of common stock outstanding of

which shares will be held by our Existing Owners through our current stockholder, Keane Investor (assuming that the underwriters’ option to purchase additional shares from the selling stockholder is not exercised). Prior to this offering, we and our Existing Owners will have agreed with the underwriters to a “lock-up” period, meaning that such parties may not, subject to certain exceptions, sell any of their existing shares of our common stock without the prior written consent of representatives of the underwriters for at least 180 days after the date of this prospectus. Pursuant to this agreement, among other exceptions, we may enter into an agreement providing for the issuance of our common stock in connection with the acquisition, merger or joint venture with another publicly traded entity during the 180-day restricted period after the date of this prospectus. In addition, all of our Existing Owners will be subject to the holding period requirement of Rule 144 under the Securities Act (“Rule 144”), as described in “Shares Eligible for Future Sale.” When the lock-up agreements expire, these shares will become eligible for sale, in some cases subject to the requirements of Rule 144.

In addition, our Existing Owners, through Keane Investor, will have substantial demand and incidental registration rights, as described in “Certain Relationships and Related Party Transactions—Stockholders’ Agreement.” The market price for shares of our common stock may drop when the restrictions on resale by our Existing Owners lapse.

We intend to file one or more registration statements on Form S-8 under the Securities Act to register shares of our common stock or securities convertible into or exchangeable for shares of our common stock issued pursuant to our Equity and Incentive Award Plan (the “Incentive Plan”). Any such Form S-8 registration statements will automatically become effective upon filing. Accordingly, shares registered under such registration statements will be available for sale in the open market. We expect that the initial registration statement on Form S-8 will cover % of the shares of our common stock. A decline in the market price of our common stock might impede our ability to raise capital through the issuance of additional shares of our common stock or other equity securities.

If equity research analysts do not publish research or reports about our business or if they issue unfavorable commentary or downgrade our common shares, the market price of our common stock could decline.

The trading market for our common shares likely will be influenced by the research and reports that equity and debt research analysts publish about the industry, us and our business. The market price of our common stock could decline if one or more securities analysts downgrade our shares or if those analysts issue a sell recommendation or other unfavorable commentary or cease publishing reports about us or our business. If one or more of the analysts who elect to cover us downgrade our shares, the market price of our common stock would likely decline.

Because we do not intend to pay dividends for the foreseeable future, you may not receive any return on investment unless you sell your common stock for a price greater than that which you paid for it.

We do not intend to pay dividends for the foreseeable future, and our stockholders will not be guaranteed, or have contractual or other rights, to receive dividends. Our board of directors may, in its discretion, modify or repeal our dividend policy. The declaration and payment of dividends depends on various factors, including: our net income, financial condition, cash requirements, future prospects and other factors deemed relevant by our board of directors.

In addition, we are a holding company that does not conduct any business operations of our own. As a result, we are dependent upon cash dividends and distributions and other transfers from our subsidiaries to make dividend payments. Our subsidiaries’ ability to pay dividends is restricted by agreements governing their debt instruments, and may be restricted by agreements governing any of our subsidiaries’ future indebtedness. Furthermore, our subsidiaries are permitted under the terms of their debt agreements to incur additional indebtedness that may severely restrict or prohibit the payment of dividends. See “Description of Indebtedness.”

Under the DGCL, our board of directors may not authorize payment of a dividend unless it is either paid out of our surplus, as calculated in accordance with the DGCL, or if we do not have a surplus, it is paid out of our net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year.

If you purchase shares of common stock sold in this offering, you will experience immediate and substantial dilution.

Our existing stockholders have paid substantially less than the initial public offering price of our common stock. The initial public offering price of our common stock will be substantially higher than the tangible book deficit per share of our outstanding common stock. Assuming an initial public offering price of $ per share, the midpoint of the range on the cover of this prospectus, purchasers of our common stock will effectively incur dilution of $ per share in the net tangible book value of their purchased shares. The shares of our common stock owned by existing stockholders will receive a material decrease in the net tangible book deficit per share. You may experience additional dilution if we issue common stock in the future. As a result of this dilution, you may receive significantly less than the full purchase price you paid for the shares in the event of a liquidation. See “Dilution.”

You may be diluted by the future issuance of additional common stock in connection with our equity incentive plans, acquisitions or otherwise.

After this offering, we will have shares of common stock authorized but unissued under our certificate of incorporation. We will be authorized to issue these shares of common stock and options, rights, warrants and appreciation rights relating to common stock for consideration and on terms and conditions established by our board of directors in its sole discretion, whether in connection with acquisitions or otherwise. We have reserved up to % of the shares of our common stock that will be available as of the consummation of this offering for future awards that may be issued under our Incentive Plan. See “Executive Compensation—Incentive Plans” and “Shares Eligible for Future Sale—Incentive Plans.” Any common stock that we issue, including under our Incentive Plan or other equity incentive plans that we may adopt in the future, would dilute the percentage ownership held by the investors who purchase common stock in this offering.

In the future, we may also issue our securities, including shares of our common stock, in connection with investments or acquisitions. We regularly evaluate potential acquisition opportunities, including ones that would be significant to us, and we are currently participating in processes regarding several potential acquisition opportunities, including ones that would be significant to us. We cannot predict the timing of any contemplated transactions, and none are currently probable, but any pending transaction could be entered into as soon as shortly after the closing of this offering. The amount of shares of our common stock issued in connection with an investment or acquisition could constitute a material portion of our then-outstanding shares of common stock. Any issuance of additional securities in connection with investments or acquisitions may result in additional dilution to you.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements. All statements other than statements of historical facts contained in this prospectus, including statements regarding our future operating results and financial position, business strategy, and plans and objectives of management for future operations, are forward-looking statements. Our forward-looking statements are generally accompanied by words such as “may,” “should,” “expect,” “believe,” “plan,” “anticipate,” “could,” “intend,” “target,” “goal,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential,” or “continue” or the negative of these terms or other similar expressions. Any forward-looking statements contained in this prospectus speak only as of the date on which we make them and are based upon our historical performance and on current plans, estimates and expectations. Forward-looking statements contained in this prospectus include, but are not limited to, statements about:

•

the competitive nature of the industry in which we conduct our business;

•

general business and economic conditions;

•

crude oil and natural gas commodity prices;

•

demand for services in our industry;

•

our ability to successfully integrate the Acquired Trican Operations;

•

business strategy;

•

pricing pressures and competitive factors;

•

the effect of a loss of, or financial distress of, one or more key customers;

•

our ability to obtain or renew customer contracts;

•

the effect of a loss of, or interruption in operations of, one or more key suppliers;

•

the market price and availability of materials or equipment;

•

increased costs as the result of being a public company;

•

planned acquisitions and future capital expenditures;

•

technology;

•

financial strategy, liquidity, capital required for our ongoing operations and acquisitions, and our ability raise additional capital;

•

our ability to service our debt obligations;

•

ability to obtain permits, approvals and authorizations from governmental and third parties, and the effects of government regulation;

•

dividends;

•

the Anticipated Refinancing Transactions;

•

future operating results; and

•

plans, objectives, expectations and intentions.

We caution you that the foregoing list may not contain all of the forward-looking statements made in this prospectus.

You should not rely upon forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this prospectus primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, results of operations

and prospects. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors described in the section entitled “Risk Factors” and elsewhere in this prospectus. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this prospectus. We cannot assure you that the results, events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements.

The forward-looking statements made in this prospectus relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this prospectus to reflect events or circumstances after the date of this prospectus or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments we may make.

USE OF PROCEEDS

We will receive net proceeds from the offering of approximately $ million, assuming that the common stock is offered at $ per share, the midpoint of the range set forth on the cover page of this prospectus, and after deducting the estimated underwriting discounts and commissions and approximately $ million of our estimated expenses related to this offering (or approximately $ million if the underwriters exercise their option to purchase additional shares from the selling stockholder in full). A $1.00 increase (decrease) in the assumed initial public offering price of $ per share would increase (decrease) the net proceeds to us from this offering by approximately $ million, after deducting the estimated underwriting discounts and commissions and estimated aggregate offering expenses payable by us and assuming that the underwriters’ option to purchase additional shares is not exercised and no other change to the number of shares offered by us as set forth on the cover page of this prospectus.

Pursuant to an overallotment option, the selling stockholder has offered up to shares of our common stock for sale in this offering. We will not receive any proceeds from the sale of shares by the selling stockholder but will be required to pay the underwriting discounts and commissions associated with such sale of shares.

We intend to use the net proceeds from this offering to repay our Existing Term Loan Facility, repay approximately $50 million of our Notes and to pay fees and expenses related to this offering. We intend to use any remaining proceeds for general corporate purposes, which may include the repayment of indebtedness, capital expenditures, working capital and potential acquisitions and strategic transactions.

The principal amount outstanding under the Existing Term Loan Facility currently bears interest, at our option, at a rate per annum equal to either (a) the base rate plus 6.00% or (b) LIBOR (subject to a 1.50% floor for any portion of the term loan subject to an interest period of three or six months) plus 7.00%. The final maturity date of the Existing Term Loan Facility is the earlier to occur of (a) March 16, 2021 and (b) to the extent the obligations under the NPA (as defined herein) mature on or prior to March 16, 2021, the date that is 91 days prior to the earlier of (i) March 16, 2021 and (ii) the date of the maturity of the obligations under the NPA. Proceeds from the Existing Term Loan Facility were used to partially finance the Trican transaction.

The Notes bear interest at a rate per annum equal to 12.00%. The Notes mature on August 8, 2019. The proceeds from the 2014 issuance of the Notes were used to refinance existing indebtedness and fund additional investment in hydraulic fracturing and wireline equipment.

DIVIDEND POLICY

We do not intend to pay dividends for the foreseeable future. We are not required to pay dividends, and our stockholders will not be guaranteed, or have contractual or other rights to receive, dividends. The declaration and payment of any future dividends will be at the sole discretion of our board of directors and will depend upon, among other things, our earnings, financial condition, capital requirements, level of indebtedness, contractual restrictions with respect to the payment of dividends, and other considerations that our board of directors deems relevant. Our board of directors may decide, in its discretion, at any time, to modify or repeal the dividend policy or discontinue entirely the payment of dividends.

The ability of our board of directors to declare a dividend is also subject to limits imposed by Delaware corporate law. Under Delaware law, our board of directors and the boards of directors of our corporate subsidiaries incorporated in Delaware may declare dividends only to the extent of our “surplus,” which is defined as total assets at fair market value minus total liabilities, minus statutory capital, or if there is no surplus, out of net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year. See “Risk Factors—Risks Related to This Offering and Owning Our Common Stock—Because we do not intend to pay dividends for the foreseeable future, you may not receive any return on investment unless you sell your common stock for a price greater than that which you paid for it.”

We are a holding company that does not conduct any business operations of our own. As a result, we are dependent upon cash dividends and distributions and other transfers from our subsidiaries to make dividend payments. Following the consummation of the IPO-Related Transactions, Keane Group, Inc. will be subject to restrictions under agreements governing its debt instruments and it and its subsidiaries will be subject to general restrictions imposed on dividend payments under the laws of their jurisdictions of incorporation or organization. See “Risk Factors—Risks Related to Our Indebtedness—The agreements governing our indebtedness contain operating covenants and restrictions that limit our operations and could lead to adverse consequences if we fail to comply with them.”

IPO-RELATED TRANSACTIONS AND ORGANIZATIONAL STRUCTURE

Keane Group, Inc. is a newly formed entity, formed for the purpose of effecting the IPO-Related Transactions and this offering, and has engaged in no business or activities other than in connection with the IPO-Related Transactions and this offering.

In order to effectuate this offering, we expect to effect the following series of transactions prior to and/or concurrently with the closing of this offering, which will result in a reorganization of our business so that it is owned by Keane Group, Inc. (the “IPO-Related Transactions”):

•

our Existing Owners will contribute all of their direct and indirect equity interests in Keane to Keane Investor; and

•

Keane Investor will contribute all of its equity interests in Keane to Keane Group, Inc. in exchange for common stock of Keane Group, Inc.;

As a result of the IPO-Related Transactions and this offering, (i) Keane Group, Inc., the issuer of common stock in this offering, will be a holding company with no material assets other than its ownership of Keane and its subsidiaries, (ii) an aggregate of shares of our common stock will be owned by Keane Investor (assuming that the underwriters’ option to purchase additional shares from the selling stockholder is not exercised), and Keane Investor will enter the Stockholders’ Agreement with Keane Group, Inc., (iii) our Existing Owners will become holders of equity interests in our controlling stockholder, Keane Investor (and holders of our Class B and Class C Units will become holders of Class B and Class C Units in Keane Investor) and (iv) the capital stock of Keane Group, Inc. will consist of (y) common stock, entitled to one vote per share on all matters submitted to a vote of stockholders and (z) undesignated and unissued preferred stock. See the section of this prospectus entitled “Description of Capital Stock” for additional information. Investors in this offering will only receive, and this prospectus only describes the offering of, shares of common stock of Keane Group, Inc.

The following charts summarize our ownership structure (i) prior to the IPO-Related Transactions and (ii) after giving effect to the IPO-Related Transactions and this offering (assuming that the underwriters’ option to purchase shares from the selling stockholder is not exercised).

Ownership Structure Prior to the IPO-Related Transactions

LOGO

Ownership Structure After Giving Effect to the IPO-Related Transactions

LOGO

CAPITALIZATION

The following table sets forth our cash and cash equivalents and capitalization as of September 30, 2016:

•

on an actual basis; and

•

on a pro forma basis to reflect the IPO-Related Transactions and the completion of this offering and the application of the estimated net proceeds from this offering, as described in “Use of Proceeds.”

The information below is illustrative only and our capitalization following this offering will be adjusted based on the actual initial public offering price and other terms of this offering determined at pricing. You should read this table together with “Selected Historical Financial Information of Keane” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Keane” and our consolidated financial statements and related notes included elsewhere in this prospectus.


	As of September 30, 2016
	Actual			Pro Forma(2)
	(dollars in millions)
Cash and cash equivalents	$	62.4		$

Debt, including current maturities
Existing ABL Facility(1)	$	—		$
Existing Term Loan Facility(1)		98.8
Notes(1)		190.0
Capital leases		8.9

Total Debt	$	297.7		$

Stockholders’ equity:
Common stock, $0.01 par value; no shares authorized, no shares issued and outstanding on an actual basis; 500,000,000 shares authorized, shares issued and outstanding on a pro forma basis		—
Additional paid-in capital
Members’ investment		453.7
Accumulated other comprehensive (loss)		(3.3	)
Retained earnings (deficit)		(250.2	)

Total stockholders’ equity	$	200.2		$

Total capitalization	$	497.9		$

(1)

Our Existing ABL Facility, Existing Term Loan Facility and our Notes and the related interest expense, debt issuance costs, debt discount costs and the amortization expense on the debt issuance and debt discount costs are reflected in our financial statements. Please refer to “Note 7—Long-Term Debt” to our unaudited financial statements for the nine months ended September 30, 2016 for further information.

(2)

A $1.00 increase (decrease) in the assumed initial public offering price of $ per share (the midpoint of the price range set forth on the cover of this prospectus) would increase (decrease) additional paid-in capital by $ million, increase (decrease) long-term debt by $ million and increase (decrease) total stockholders’ equity by $ million, assuming that the underwriters’ option to purchase additional shares is not exercised and assuming the number of shares offered by the selling stockholder, as set forth on the cover page of this prospectus, remained the same and after deducting the underwriting discount and estimated offering expenses payable by us. Similarly, a one million share increase (decrease) in the number of shares offered by us, as set forth on the cover of this prospectus, would increase (decrease) additional paid-in capital by $ million, increase (decrease) long-term debt by $ million and increase (decrease) total stockholders’ equity by $ million, assuming that the underwriters’ option to purchase shares from the selling stockholder is not exercised and assuming the initial public offering price of $ per share (the midpoint of the price range set forth on the cover of this prospectus) remained the same and after deducting the underwriting discount and estimated offering expenses payable by us. The above assumes that any resulting change in net proceeds increases or decreases, as applicable, the amount used to repay indebtedness.

DILUTION

Purchasers of the common stock in this offering will suffer an immediate dilution. Dilution is the amount by which the price paid by the purchasers of common stock in this offering will exceed the net tangible book deficit per share of common stock immediately after this offering.

Our historical net tangible book deficit at September 30, 2016 was $ million, or $ per share of common stock. Net tangible book deficit per share represents our total assets, excluding goodwill, intangibles, net, and deferred financing costs of $ million included in other assets (related to our asset based loan facilities), less total liabilities, excluding deferred financing costs of $ million included as a reduction of long-term debt, divided by the number of shares of common stock outstanding as of September 30, 2016.

After giving effect to the IPO-Related Transactions and the completion of this offering, assuming an initial public offering price of $ per share, the midpoint of the range on the cover of this prospectus, and the application of the net proceeds therefrom as described in this prospectus, our net tangible book deficit as of September 30, 2016 would have been $ million, or $ per share of common stock. This represents an immediate decrease in net tangible book deficit to existing stockholders of $ per share of common stock and an immediate dilution to new investors of $ per share of common stock. The following table illustrates this per share dilution:


Assumed initial public offering price per share		$
Historical net tangible book deficit per share as of September 30, 2016(1)		$
Decrease in net tangible book deficit per share attributable to investors in this offering		$
Pro forma net tangible book deficit per share after this offering		$
Dilution per share to new investors		$

(1)

Based on the historical book deficit of the company as of September 30, 2016 divided by the number of shares of common stock expected to be issued in the IPO-Related Transactions but before giving effect to this offering.

A $ increase (decrease) in the assumed initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) our as adjusted pro forma net tangible book value per share after the offering by $ and increase (decrease) the dilution to new investors in this offering by $ per share, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

The following table summarizes, on the pro forma basis set forth above as of September 30, 2016, the difference between the total cash consideration paid and the average price per share paid by existing stockholders and the purchasers of common stock in this offering with respect to the number of shares of common stock purchased from us, before deducting estimated underwriting discounts, commissions and offering expenses payable by us.


	Shares Purchased				Total Consideration				Average Price Per Share
	Number	Percent			Amount	Percent			Average Price Per Share
Existing stockholders				%	$			%	$
Purchasers of common stock in this offering				%	$			%	$

Total			100.0	%	$		100.0	%	$

The tables above are based on shares of common stock outstanding as of September 30, 2016 (assuming that the IPO-Related Transactions had taken place) and assume an initial public offering price of $ per share, the midpoint of the range on the cover of this prospectus.

The tables above do not give effect to our reservation of up to % of the shares of our common stock that will be available as of the consummation of this offering for issuance under our Incentive Plan. Any common stock that we issue, including under our Incentive Plan or other equity incentive plans that we may adopt in the future, would further dilute the percentage ownership held by the investors who purchase common stock in this offering. If the underwriters’ option to purchase additional shares from the selling stockholder is exercised in full, the number of shares held by existing stockholders will be decreased to , or approximately % of the total number of shares of our common stock, and the number of shares held by new investors will be increased to , or approximately % of the total number of shares of common stock.

SELECTED HISTORICAL FINANCIAL INFORMATION OF KEANE

The information below should be read along with “Unaudited Pro Forma Condensed Combined and Consolidated Financial Information,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Keane,” “Business” and the historical financial statements and accompanying notes included elsewhere in this prospectus. Our historical results set forth below are not necessarily indicative of results to be expected for any future period.

The selected consolidated financial information set forth below is derived from Keane’s annual consolidated financial statements for the periods indicated below, including the consolidated balance sheets at December 31, 2015 and December 31, 2014 and the related consolidated statements of operations and comprehensive (loss) income and cash flows for the years ended December 31, 2015 and December 31, 2014 and notes thereto appearing elsewhere in this prospectus. The data for the first nine months of each of fiscal 2016 and fiscal 2015 is derived from our unaudited condensed combined and consolidated financial statements included elsewhere in this prospectus and which, in the opinion of management, include all adjustments necessary for a fair statement of the results of the applicable interim periods.


(dollars in thousands)	Nine Months Ended						Year Ended
Statement of Operations Data:	September 30, 2016			September 30, 2015			December 31, 2015			December 31, 2014
Revenue	$	269,537		$	312,175		$	366,157		$	395,834
Costs of services (excluding depreciation and amortization, shown separately)		273,364			256,251			306,596			323,718
Depreciation and amortization		71,947			53,085			69,547			68,254
Selling, general and administrative expenses		44,910			18,897			25,811			25,459
Impairment		—			3,914			3,914			11,098

Total operating costs and expenses		390,221			332,147			405,868			428,529

Operating (loss)		(120,684	)		(19,972	)		(39,711	)		(32,695	)

Other income (expense), net		537			(1,280	)		(1,481	)		(2,418	)
Interest expense		(28,408	)		(17,658	)		(23,450	)		(10,473	)

Total other expenses		(27,871	)		(18,938	)		(24,931	)		(12,891	)

Net (loss)	$	(148,555	)	$	(38,910	)	$	(64,642	)	$	(45,586	)

Balance Sheet Data (at end of period):
Total assets	$	548,359					$	324,795		$	418,855
Long-term debt (including current portion)		269,613						207,067			208,688
Total liabilities		348,218						244,635			272,215
Total members’ equity		200,141						80,160			146,640

UNAUDITED PRO FORMA CONDENSED COMBINED AND CONSOLIDATED FINANCIAL INFORMATION

The unaudited pro forma condensed combined and consolidated financial information presents Keane’s unaudited pro forma condensed combined and consolidated balance sheet as of September 30, 2016 and unaudited pro forma condensed combined and consolidated statement of operations for the year ended December 31, 2015, the nine months ended September 30, 2015 and the nine months ended September 30, 2016 based upon the consolidated historical financial statements of Keane, after giving effect to the following transactions (collectively, the “Transactions”):

•

our acquisition of the Acquired Trican Operations and the transactions related thereto;

•

the IPO-Related Transactions; and

•

the issuance of shares of common stock in this offering and the application of the estimated net proceeds from the sale of such shares to repay certain existing debt and to pay fees and expenses related to this offering, as described in “Use of Proceeds.” Solely for purposes of this section, we have assumed the net proceeds that we will receive in connection with this offering are $233.8 million.

The unaudited pro forma condensed combined and consolidated balance sheet as of September 30, 2016 gives pro forma effect to the IPO-Related Transactions and this offering and the related use of proceeds as if such transactions had occurred on September 30, 2016. The unaudited pro forma condensed combined and consolidated statement of operations for the year ended December 31, 2015, the nine months ended September 30, 2015 and the nine months ended September 30, 2016 gives pro forma effect to our acquisition of the Acquired Trican Operations and the transactions related thereto, the IPO-Related Transactions and this offering and the related use of proceeds as if such transactions had occurred on January 1, 2015.

The unaudited pro forma condensed combined and consolidated statements of operations for the year ended December 31, 2015, the nine months ended September 30, 2016 and the nine months ended September 30, 2015 are based on the historical financial statements of Keane and Trican U.S.

The unaudited pro forma condensed combined and consolidated financial information is prepared in accordance with Article 11 of Regulation S-X, using the assumptions set forth in the notes to the unaudited pro forma condensed combined and consolidated financial information. The unaudited pro forma condensed combined and consolidated financial information includes adjustments that give effect to events that are directly attributable to the Transactions described above, are factually supportable and, with respect to our statement of operations, are expected to have a continuing impact. The unaudited pro forma statement of continuing operations shows the impact on the consolidated statement of operations under the acquisition method of accounting in accordance with Accounting Standards Codification 805, Business Combinations .

The unaudited pro forma condensed combined and consolidated financial information is provided for informational purposes only and is not necessarily indicative of the operating results that would have occurred if the Transactions had been completed as of the dates set forth above, nor is it indicative of the future results of the company. The unaudited pro forma condensed combined and consolidated financial information also does not give effect to the potential impact of any anticipated synergies, operating efficiencies or cost savings that may result from the acquisition of the Acquired Trican Operations or any integration costs that do not have a continuing impact.

The unaudited pro forma condensed combined and consolidated financial information should be read in conjunction with the consolidated financial statements of Keane and the consolidated financial statements of Trican U.S. included elsewhere in this prospectus.

KEANE GROUP HOLDINGS, LLC AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED COMBINED AND CONSOLIDATED BALANCE SHEET

AS OF SEPTEMBER 30, 2016

(IN THOUSANDS)


	Historical			Pro Forma
	Keane			Adjustments for IPO-Related Transactions (3)				Adjustments for Offering (4)					Combined
Assets
Current assets:
Cash and cash equivalents	$	62,383		$	—			$	68,339		4	(a)	$	130,722
Accounts receivable		55,453			—				—					55,453
Inventories		13,781			—				—					13,781
Prepaid and other current assets		11,629			—				—					11,629

Total Current assets		143,246			—				68,339					211,585
Property and equipment, net		306,641			—				—					306,641
Goodwill		50,478			—				—					50,478
Intangible assets		45,585			—				—					45,585
Other noncurrent assets		2,409			—				—					2,409

Total assets	$	548,359		$	—			$	68,339				$	616,698

Liabilities and Members’ Equity
Current liabilities:
Accounts payable	$	27,784		$	—			$	—				$	27,784
Accrued expenses		32,928			—				—					32,928
Current maturities of capital lease obligations		2,655			—				—					2,655
Current maturities of long-term debt		842			—				2		4	(b)		844
Other current liabilities		4,407			—				—					4,407

Total current liabilities		68,616			—				2					68,618
Capital lease obligations, less current maturities		6,216			—				—					6,216
Long-term debt, less current maturities		268,771			—				(137,574	)	4	(b)		131,197
Debt—related party		—			—				—					—
Other noncurrent liabilities		4,615			—				—					4,615

Total noncurrent liabilities		279,602			—				(137,574	)				142,028

Total liabilities		348,218			—				(137,572	)				210,646

Members’ equity
Members’ equity		453,651			(453,651	)	3(a)		—					—
Additional paid in capital		—			453,651		3(a)		233,750		4	(c)		687,401
Retained earnings (deficit)		(250,239	)		—				(27,839	)	4	(d)		(278,078	)
Accumulated other comprehensive (loss)		(3,271	)		—				—					(3,271	)

Total members’ equity		200,141			—				205,911					406,052

Total liabilities and members’ equity	$	548,359		$	—			$	68,339				$	616,698

See notes to unaudited pro forma condensed combined and consolidated financial information.

KEANE GROUP HOLDINGS, LLC AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED COMBINED AND CONSOLIDATED STATEMENT

OF OPERATIONS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2016

(IN THOUSANDS)


	Historical						Pro Forma
	Nine Months Ended September 30, 2016			From January 1 To March 15, 2016			Nine Months Ended September 30, 2016
	Keane			Trican			Adjustments for Acquired Trican Operations					Adjustments for IPO- Related Transaction				Adjustments for Offering				Combined
Revenue	$	269,537		$	43,466		$	—		2	(a)	$	—			$	—			$	313,003
Operating costs and expenses:
Cost of services (excluding depreciation and amortization, shown separately)		273,364			21,456			1,248		2	(b)		—				—				296,068
Depreciation and amortization		71,947			4,779			10,286		2	(c)		—				—				87,012
Selling, general and administrative expenses		44,910			36,286			(18,530	)	2	(d)		—				—				62,666

Total operating costs and expenses		390,221			62,521			(6,996	)				—				—				445,746

Operating income (loss)		(120,684	)		(19,055	)		6,996					—				—				(132,743	)

Other income (expense):
Other income (expense), net		537			(16,338	)		—					—				—				(15,801	)
Interest expense		(28,408	)		(1,531	)		(936	)	2	(f)		—				12,845	4	(e)		(18,030	)

Total other expenses		(27,871	)		(17,869	)		(936	)				—				12,845				(33,831	)

Pre-tax income (loss)		(148,555	)		(36,924	)		6,060					—				12,845				(166,574	)

Benefit (provision) for income taxes		—			—			—					62,349	3	(b)		—				62,349

Net income (loss)	$	(148,555	)	$	(36,924	)	$	6,060				$	62,349			$	12,845			$	(104,225	)

See notes to unaudited pro forma condensed combined and consolidated financial information.

KEANE GROUP HOLDINGS, LLC AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED COMBINED AND CONSOLIDATED STATEMENT

OF OPERATIONS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2015

(IN THOUSANDS)


	Historical						Pro Forma
							Nine Months Ended September 30, 2015
	Keane			Trican			Adjustments for Acquired Trican Operations				Adjustments for IPO- Related Transaction			Adjustments for Offering			Combined
Revenue	$	312,175		$	304,538		$	(14	)	2(a)	$	—		$	—		$	616,699
Operating costs and expenses:
Cost of services (excluding depreciation and amortization, shown separately)		256,251			176,527			6,476		2(b)		—			—			439,254
Depreciation and amortization		53,085			65,206			(18,037	)	2(c)		—			—			100,254
Selling, general and administrative expenses		18,897			182,431			(5,902	)	2(d)		—			—			195,426
Impairment		3,914			100,627			(173	)			—			—			104,368

Total operating costs and expenses		332,147			524,791			(17,636	)			—			—			839,302

Operating income (loss)		(19,972	)		(220,253	)		17,622				—			—			(222,603	)

Other expense:
Other expense, net		(1,280	)		170			—				—			—			(1,110	)
Interest expense		(17,658	)		(3,949	)		(3,565	)	2(f)		—			11,001	4(e)		(14,171	)

Total other expenses		(18,938	)		(3,779	)		(3,565	)			—			11,001			(15,281	)

Pre-tax income (loss)		(38,910	)		(224,032	)		14,057				—			11,001			(237,884	)

Benefit for income taxes		—			—			—				89,040	3(b)		—			89,040

Net income (loss)	$	(38,910	)	$	(224,032	)	$	14,057			$	89,040		$	11,001		$	(148,844	)

See notes to unaudited pro forma condensed combined and consolidated financial information.

KEANE GROUP HOLDINGS, LLC AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED COMBINED AND CONSOLIDATED STATEMENT

OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2015

(IN THOUSANDS)


	Historical						Pro Forma
							Year Ended December 31, 2015
	Keane			Trican			Adjustments for Acquired Trican Operations				Adjustments for IPO- Related Transaction			Adjustments for Offering			Combined
Revenue	$	366,157		$	372,078		$	(107	)	2(a)	$	—		$	—		$	738,128
Operating costs and expenses:
Cost of services (excluding depreciation and amortization, shown separately)		306,596			207,618			8,578		2(b)		—			—			522,792
Depreciation and amortization		69,547			80,684			(21,875	)	2(c)		—			—			128,356
Selling, general and administrative expenses		25,811			223,832			(11,333	)	2(d)		—			—			238,310
Impairment		3,914			246,626			(173	)	2(e)								250,367

Total operating costs and expenses		405,868			758,760			(24,803	)			—			—			1,139,825

Operating income (loss)		(39,711	)		(386,682	)		24,696				—			—			(401,697	)

Other expense:
Other expense, net		(1,481	)		(103	)		—				—			—			(1,584	)
Interest expense		(23,450	)		(5,438	)		(4,581	)	2(f)		—			14,475	4(e)		(18,994	)

Total other expenses		(24,931	)		(5,541	)		(4,581	)			—			14,475			(20,578	)

Pre-tax income (loss)		(64,642	)		(392,223	)		20,115				—			14,475			(422,275	)

Benefit for income taxes		—			—			—				158,058	3(b)		—			158,058

Net income (loss)	$	(64,642	)	$	(392,223	)	$	20,115			$	158,058		$	14,475		$	(264,217	)

See notes to unaudited pro forma condensed combined and consolidated financial information.

Notes to the Unaudited Pro Forma Condensed Combined and Consolidated Financial Information

1. Basis of Presentation

The unaudited pro forma condensed combined and consolidated financial information is derived by applying pro forma adjustments to Keane’s historical consolidated financial statements for the year ended December 31, 2015, the nine months ended September 30, 2016 and the nine months ended September 30, 2015. Keane completed its acquisition of the Acquired Trican Operations on March 16, 2016. The historical financial statements of the Acquired Trican Operations have been extracted from Trican U.S.’s interim financial information as of and for the period ended March 15, 2016, and Trican U.S.’s annual financial statements for the year ended December 31, 2015. Unless otherwise indicated, information in this report is presented in U.S. dollars. Both Keane and Trican U.S. have fiscal years that end on December 31.

Any nonrecurring items directly attributable to the acquisition of the Acquired Trican Operations and the Anticipated Refinancing Transactions are included on the unaudited pro forma condensed combined and consolidated balance sheet but not in the unaudited pro forma condensed combined and consolidated statements of operations. In contrast, any nonrecurring items that were already included in Keane’s or Trican U.S.’s historical consolidated financial statements that are not directly related to the acquisition of the Acquired Trican Operations have not been eliminated and are further discussed below. In addition, the pro forma information reflects adjustments required to conform Trican U.S.’s accounting policies to Keane’s accounting policies.

The acquisition of the Acquired Trican Operations was accounted for using the acquisition method of accounting in accordance with Accounting Standards Codification Topic 805 Business Combinations . Under the acquisition method of accounting, the total consideration transferred in connection with the acquisition of the Acquired Trican Operations is allocated to the tangible and identifiable intangible assets acquired and the liabilities assumed based on their fair values, in each case based on the estimated fair value of Trican U.S.’s tangible and intangible assets and liabilities as of March 16, 2016, the date on which the acquisition of the Acquired Trican Operations was consummated. The excess of the consideration transferred over the net tangible and identifiable intangible assets acquired will be recorded as goodwill.

We have substantially completed our valuation of property and equipment, identifiable intangible assets and inventories. For purposes of the unaudited pro forma condensed combined and consolidated financial information, with the exception of property and equipment, identifiable intangible assets and inventories (see discussion below and in Note 2), the fair values of Trican U.S.’s assets and liabilities were assumed to approximate their carrying values.

Notes to the Unaudited Pro Forma Condensed Combined and Consolidated Financial Information

The following table summarizes the allocation of purchase price consideration based on the valuation of the acquired assets and the assumed liabilities as of March 16, 2016:


Cash	$	199,400
Net working capital purchase price adjustment		6,000
Class A and C Units issued		42,669

Total purchase consideration	$	248,069

Purchase consideration allocated to:
Accounts receivable	$	37,377
Inventories		20,006
Prepaid expenses and other		7,170
Property and equipment		205,546
Identifiable intangible assets		3,880

Assets acquired		273,979
Accounts payable		(12,630	)
Accrued expenses		(9,524	)
Current maturities of capital lease obligations		(1,594	)
Capital lease obligations, less current maturities		(2,386	)
Other liabilities		(1,372	)

Liabilities assumed		(27,506	)
Goodwill		1,596

Total purchase consideration	$	248,069

Significant Nonrecurring Items Included in the Historical Financial Statements

Trican U.S. has incurred charges that we do not believe to be indicative of core operations and we believe are significant to current operating results, some of which we believe are unlikely to recur. The pro forma condensed combined and consolidated financial statements have not been adjusted to eliminate these charges. As such, these charges are separately discussed herein. For further discussion of these items, refer to Trican U.S.’s audited financial statements for the year ended December 31, 2015.

Impairments of property and equipment

Due to the continued decline in commodity prices and excess hydraulic fracturing supply in the market, Trican U.S. recorded impairment losses relating to property and equipment of $246.6 million for the year ended December 31, 2015. No impairment losses were recorded by Trican U.S. for the period from January 1 to March 15, 2016.

Termination expense

Trican U.S. recognized termination expense in the amount of $2.1 million for the year ended December 31, 2015 related to the termination of 238 employees and the closure of its district offices in Longview, Texas and Minot, North Dakota. This charge was recorded in selling, general and administrative expense in the statement of operations. Termination expense recognized by Trican U.S. for the period from January 1, 2016 to March 15, 2016 was $0.5 million.

Notes to the Unaudited Pro Forma Condensed Combined and Consolidated Financial Information

Inventory lower of costs or market

Trican U.S. reviews the carrying value of inventory on a quarterly basis to verify that inventory is measured at the lower of cost or market value. As a result of decreased activity, Trican U.S. recorded a charge of $7.3 million to write-down inventory to market value for the year ended December 31, 2015. No inventory write-down was recorded for the period from January 1 to March 15, 2016.

Conforming Accounting Policies

Trican U.S. historically capitalized stainless steel fluid ends within prepaid expenses when placed into service and amortized the cost over a 1,000 hours useful life based on actual usage through selling, general and administrative expenses. Keane capitalizes the cost of stainless steel fluid ends in inventory and expenses it through cost of services when the fluid ends are placed into service.

Trican U.S. historically capitalized the costs of fracturing iron in inventory and expensed it through selling, general and administrative expenses when placed into service. Keane’s policy is to record fracturing iron as a fixed asset and to depreciate it over a 13-month useful life.

The pro forma adjustments to cost of services, depreciation and amortization expense, and selling, general and administrative expenses include estimates of the impact of conforming Trican U.S.’s accounting policies to Keane’s for stainless steel fluid ends and fracturing iron.

2. Pro Forma Adjustments for the Acquisition of the Acquired Trican Operations

The adjustments in each of the statements presented above give effect to the following:

•

adjustments associated with the effects of adjusting the historical net book values of the assets acquired and liabilities assumed to their estimated fair values, such as revised depreciation expense on property and equipment;

•

adjustments associated with the amortization of newly acquired intangible assets;

•

consideration of non-recurring items directly attributable to our acquisition of the Acquired Trican Operations such as transaction costs, termination benefits, stay bonuses and excluded businesses;

•

adjustments to the historical financial statements of Trican U.S. in order to present its financial statements in conformity with Keane’s accounting policies.

The unaudited pro forma condensed combined and consolidated balance sheet and unaudited condensed combined and consolidated statements of operation reflect each of these adjustments which are further discussed in the notes below:

a. Revenue

Represents the elimination of revenue included in the statement of operations of Trican U.S. excluded businesses excluded from the acquisition of the Acquired Trican Operations.

b. Cost of Services

This adjustment reflects the effect on cost of services of recording fluid ends through cost of sales in accordance with Keane’s accounting policies rather than through selling, general and administrative expenses as was historically the practice under Trican U.S.’s accounting policies.

Notes to the Unaudited Pro Forma Condensed Combined and Consolidated Financial Information

c. Depreciation and Amortization

The net pro forma adjustment to depreciation and amortization is comprised of the following items:


	Nine months ended September 30, 2016			Nine months ended September 30, 2015			Year ended December 31, 2015
Elimination of Trican’s historical depreciation and amortization expense	$	(33,724	)	$	(65,206	)	$	(80,684	)
Depreciation and amortization expense for acquired assets		43,154			43,154			53,593

Adjustment to depreciation and amortization		9,430			(22,052	)		(27,091	)
Adjust depreciation expense to conform to Keane’s accounting policies related to fracturing iron		856			4,015			5,216

Pro forma adjustment to depreciation and amortization	$	10,286		$	(18,037	)	$	(21,875	)

d. Selling, General and Administrative Expenses

The net pro forma adjustment to selling, general and administrative expenses is comprised of the following items:


	Nine months ended September 30, 2016			Nine months ended September 30, 2015			Year ended December 31, 2015
Elimination of Keane transaction costs related to the Trican transaction	$	(14,768	)	$	—		$	(2,533	)
Elimination of retention bonuses and termination benefits related to the acquisition		(1,844	)		—			—
Elimination of selling, general and administrative expense related to excluded business		(74	)		(442	)		(563	)
Adjust selling, general and administrative expense to conform to Keane’s accounting policies related to fluid ends and fracturing iron		(1,844	)		(5,460	)		(8,237	)

Pro forma adjustment to selling, general and administrative expenses	$	(18,530	)	$	(5,902	)	$	(11,333	)

e. Impairment

Represents the elimination of the impairment charge related to excluded businesses included in the statement of operations.

f. Interest Expense

Represents the incremental interest expense and amortization of debt discount and deferred financing fees related to the Existing Term Loan Facility used to finance the acquisition of the Acquired Trican Operations using an annual current interest rate of 8.5%. A 0.125% increase or decrease in interest rates would result in a change in interest expense of approximately $0.1 million for the year ended December 31, 2015 and $0.1 million for the nine months ended September 30, 2016 and the nine months ended September 30, 2015. This adjustment also eliminates the interest expense associated with historical debt of Trican U.S. that we did not assume.

Notes to the Unaudited Pro Forma Condensed Combined and Consolidated Financial Information

3. Pro Forma Adjustments for IPO-Related Transactions

a. Equity

As part of the IPO-Related Transactions, all of our operating subsidiaries will become subsidiaries of Keane Group, Inc., a Delaware corporation. The pro forma adjustments to members’ equity and additional paid in capital represent the creation of paid in capital upon the corporate reorganization and the elimination of the historical members’ equity.

b. Provision for income taxes

As part of the IPO-Related Transactions, all of our operating subsidiaries will become subsidiaries of Keane Group, Inc., a Delaware corporation, and as a result all of our operations will be taxable as part of a consolidated group for federal income tax purposes. The pro forma adjustment to Income tax (benefit) expense is derived by applying a combined federal and state statutory tax rate of 37.43% to the pro forma pre-tax earnings of the company, which assumes that all of the Keane Group, Inc. entities are taxable as a group for federal and state income tax purposes.

4. Pro Forma for Offering

a. Cash

The pro forma adjustment to cash and cash equivalents represents the net cash used to consummate the repayment of the Existing Term Loan Facility and the partial repayment of the Notes in connection with this offering.


	September 30, 2016
Cash proceeds from the offering net of offering costs	$	233,750

Total anticipated cash proceeds	$	233,750

Cash used to pay down the Existing Term Loan Facility	$	98,750
Cash used to pay down the Notes	$	50,000
Cash used for prepayment penalties		16,661

Total anticipated cash uses	$	165,411

Net pro forma cash adjustment	$	68,339

b. Debt

The pro forma adjustments to current maturities of long-term debt and long-term debt, less current maturities represents the repayment of the Existing Term Loan Facility and the partial repayment of the Notes with the proceeds from the offering, net of debt issue costs and original issue discount that will be written off in connection with the repayments.

c. Additional Paid-in Capital

The pro forma adjustment to common stock represents the issuance of common stock in this offering, net of estimated underwriting discounts and commissions.

d. Retained Earnings

The pro forma adjustment to retained earnings represents the write-off of debt issue costs and original issue discount costs of $11.2 million and prepayment penalty of $16.6 million incurred in connection with the repayment of the Existing Term Loan Facility and the partial repayment of the Notes.

e. Interest expense

Represents the adjustment to historical and pro forma interest expense and amortization of original issue discount and debt issue costs due to the repayment of the Existing Term Loan Facility and the partial repayment of the Notes.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF KEANE

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with “Selected Historical Financial Information of Keane,” “Unaudited Pro Forma Condensed Combined and Consolidated Financial Information” and our consolidated financial statements and related notes included elsewhere in this prospectus. This discussion contains forward-looking statements based upon current expectations that involve numerous risks and uncertainties, including those described in the “Risk Factors” section of this prospectus. Our actual results may differ materially from those contained in any forward-looking statements.

Overview

We provide our services in conjunction with onshore well development, in addition to stimulation operations on existing wells, to E&P customers with some of the highest quality and safety standards in the industry. We believe our proven capabilities enable us to deliver cost-effective solutions for increasingly complex and technically demanding well completion requirements, which include longer lateral segments, higher pressure rates and proppant intensity, and multiple fracturing stages in challenging high-pressure formations.

We believe the demand for our services will increase over the medium and long term as a result of a number of favorable industry trends. While drilling and completion activity has improved along with a rebound in commodity prices from their lows in early 2016 of $26.21 per barrel (based on the WTI spot price) and $1.64 per mmBtu for natural gas, we believe there are long term fundamental demand and supply trends that will benefit our company. We believe demand for our services will grow from:

•

Increases in customer drilling budgets focused in our core service areas;

•

Increases in the percentage of rigs that are drilling horizontal wells;

•

Increases in the length of the typical horizontal wellbore;

•

Increases in the number of fracture stages in a typical horizontal wellbore; and

•

Increases in pad drilling and simultaneous fracturing/wireline operations.

We believe demand and pricing for our services will be further enhanced by a reduction in available hydraulic fracturing equipment as a result of:

•

Cannibalization of parked equipment and increased maintenance costs;

•

Aging of existing fleets given the limited investment since the industry downturn in late 2014;

•

Increased customer focus on well-capitalized, safe and efficient service providers that can meet or exceed their requirements; and

•

Reduced access to capital for fleet acquisition, maintenance and deployment.

How We Generate Our Revenues and Evaluate Our Business

We are organized into two reportable segments, consisting of Completion Services, including our hydraulic fracturing and wireline divisions; and Other Services, including our coiled tubing, cementing and drilling divisions. This segmentation is based on the primary end markets we serve, our customer base, the complementary nature of our services, our management structure and the financial information that is reviewed by the chief operating decision maker in deciding how to allocate resources and assess performance. We evaluate the performance of these segments based on equipment utilization, revenue, segment gross profit and gross margin. We monitor our cost of services using such metrics as cost of operations per stage for divisions in our Completion Services segment and cost of operations per working day for divisions in our Other Services segment.

Segment gross profit is a key metric that we use to evaluate segment operating performance and to determine resource allocation between segments. We define segment gross profit as segment revenues less segment direct and indirect cost of services. Cost of services include direct and indirect labor costs, proppant and freight, maintenance of equipment, chemicals, fuel and transportation freight costs, contract services, crew costs and other miscellaneous expenses. Gross margin is calculated by dividing segment gross profit by segment revenue.

The Costs of Conducting Our Business

The principal expenses involved in conducting our completion services are materials and freight, labor costs, the costs of maintaining our equipment and fuel costs.

Our direct labor costs vary with the amount of equipment deployed and the utilization of that equipment. Approximately 77% of our field service employees are paid on an hourly basis. Another key component of labor costs relates to the ongoing training of our field service employees, which improves safety rates and reduces attrition.

Approximately 97% of our direct cost of services is associated with the Completion Services segment, with a majority of those costs relating to our hydraulic fracturing division. We incur significant costs relating to the proppant, chemicals, and fuel used in our hydraulic fracturing operations. These costs fluctuate with usage increases in proportion to increases in the number, size and utilization of our fleets, as well as the prices for each material, including delivery costs.

Results of Operations

Nine Months Ended September 30, 2016 Compared to Nine Months Ended September 30, 2015

The following is a comparison of our results of operations for the nine months ended September 30, 2016 compared to the nine months ended September 30, 2015. Our results for the nine months ended September 30, 2016 include the financial and operating results of Keane and the Acquired Trican Operations for the period from March 16, 2016 through September 30, 2016. Results for the period prior to March 16, 2016 reflect the financial and operating results of Keane only. Accordingly, comparisons of our results for the nine months ended September 30, 2016 to the comparable prior year period may not be meaningful.

The following table sets forth selected operating data for the periods indicated:


	Nine Months Ended September 30,
($ in thousands, unaudited)							As a % of Revenues						Variance
Description	2016			2015			2016			2015			$			%
Completion Services	$	262,881		$	309,837			98	%		99	%	$	(46,956	)		-15	%
Other Services		6,656			2,338			2	%		1	%		4,318			185	%

Revenue		269,537			312,175			100	%		100	%		(42,638	)		-14	%
Completion Services		262,265			254,690			97	%		82	%		7,575			3	%
Other Services		11,099			1,561			4	%		1	%		9,538			611	%

Costs of services (excluding depreciation and amortization, shown separately)		273,364			256,251			101	%		82	%		17,113			7	%
Completion Services		616			55,147			0	%		18	%		(54,531	)		-99	%
Other Services		(4,443	)		777			-2	%		0	%		(5,220	)		-672	%

Gross profit (loss)		(3,827	)		55,924			-1	%		18	%		(59,751	)		-107	%
Depreciation and amortization		71,947			53,085			27	%		17	%		18,862			36	%
Selling, general and administrative expenses		44,910			18,897			17	%		6	%		26,013			138	%
Impairment		—			3,914			0	%		1	%		(3,914	)		—

Operating (loss) income		(120,684	)		(19,972	)		-45	%		-6	%		(100,712	)		504	%
Other expense (income)		(537	)		1,280			0	%		0	%		(1,817	)		-142	%
Interest expense		28,408			17,658			11	%		6	%		10,750			61	%

Total other expenses (income)		27,871			18,938			10	%		6	%		8,933			47	%

Net income (loss)	$	(148,555	)	$	(38,910	)		-55	%		-12	%	$	(109,645	)		282	%

Revenues. Total revenue is comprised of revenue from Completion Services and Other Services. Revenue for the nine months ended September 30, 2016 decreased by $42.6 million, or 14%, to $269.5 million from $312.2 million for the nine months ended September 30, 2015. The decrease in revenue by reportable segment is discussed below.

Completion Services: Completion Services segment revenue decreased by $47.0 million, or 15%, to $262.9 million for the nine months ended September 30, 2016 from $309.8 million for the nine months ended September 30, 2015. This decline was primarily attributable to a 52% decrease in the revenue per deployed hydraulic fracturing fleet as a result of competitive pricing driven by current market conditions, partially offset by a 76% increase in the number of deployed hydraulic fracturing fleets as a result of the increased utilization of the combined asset base.

Other Services: Other Services segment revenue increased by $4.3 million, or 185%, to $6.7 million for the nine months ended September 30, 2016 from $2.3 million for the nine months ended September 30, 2015. The change was primarily attributable to revenues from the coiled tubing and cementing divisions acquired in connection with the Acquired Trican Operations which contributed $6.7 million of revenue to

this segment during the nine months period ended September 30, 2016. This increase was offset by a $2.3 million reduction in revenues from the drilling division, which was idled in May 2015 as a result of the significant decrease in rig count.

Costs of services. Costs of services for the nine months ended September 30, 2016 increased by $17.1 million, or 7%, when compared to the same period in 2015. This increase was driven by higher activity in the Completion Services segment, increased costs in connection with a prolonged completion timeline driven by customer completion delays and increased maintenance costs associated with higher-pressure jobs. In addition, for the nine months ended September 30, 2016, we had one-time costs of $18.4 million consisting of acquisition and integration costs of approximately $13.4 million associated with the Acquired Trican Operations and commissioning costs of approximately $5.0 million, including labor and maintenance, to deploy idle hydraulic fracturing fleets and coiled tubing units acquired from Trican. These increases were partially offset by our cost saving initiatives as described below. Costs of services as a percentage of total revenue for the nine months ended September 30, 2016 was 101%, which represented an increase of 19% from the nine months ended September 30, 2015. Excluding the one-time costs of $18.4 million for the nine months period ended September 30, 2016, described above, and $1.1 million for the same period in 2015, respectively, total costs of services was $255.0 million for the nine months ended September 30, 2016 and $255.1 million for the same period in 2015, or 95% and 82% of revenue, respectively, an increase as a percentage of revenue of 13%. Costs of services, as a percentage of total revenue is presented below:


	Nine Months Ended September 30,
Description	2016			2015			% Change
Segment cost of services as a percentage of segment revenue:
Completion Services		100	%		82	%		18	%
Other Services		167	%		67	%		100	%
Total cost of services as a percentage of total revenue		101	%		82	%		19	%

The change in cost of services by reportable segment is further discussed below.

Completion Services: Completion Services segment cost of services increased by $7.6 million, or 3%, to $262.3 million for the nine months ended September 30, 2016 from $254.7 million for the same period in 2015. As a percentage of segment revenue, total cost of services was 100% and 82%, for the nine months period ended September 30, 2016 and 2015, respectively. Excluding the one-time costs of $17.7 million for the nine months period ended September 30, 2016 and $0.6 million for the same period in 2015, respectively, Completion Services segment costs of services was $244.6 million for the nine months ended September 30, 2016 and $254.1 million for the same period in 2015, or 93% and 82% of segment revenue, respectively, an increase as a percentage of revenue of 11%. The increase in segment cost of services was driven by higher activity, increased costs in connection with a prolonged completion timeline driven by customer completion delays and increased maintenance costs associated with higher-pressure jobs. In addition, for the nine months ended September 30, 2016, we had one-time costs of $17.7 million consisting of acquisition and integration costs of approximately $13.4 million associated with the Acquired Trican Operations and commissioning costs of approximately $4.3 million, including labor and maintenance, to deploy idle hydraulic fracturing fleets acquired from Trican. These increases were partially offset by cost saving initiatives to drive down supply and material costs through negotiated price concessions from vendors, management of labor costs and our fixed cost structure through facility consolidation and other cost saving initiatives related to shipping and equipment costs.

Other Services: Other Services segment cost of services increased by $9.5 million, or 611%, to $11.1 million for the nine months ended September 30, 2016 from $1.6 million for the same period in 2015. The increase was primarily attributable to cost of services in connection with the deployment of, and increased headcount related to, our coiled tubing and cementing operations acquired from Trican, which included one-time integration and commissioning costs of $0.7 million. This increase was partially offset by the $1.5 million decrease of cost of services related to the idling of our drilling services in May 2015. We

idled our cementing services in April 2016 and all associated overhead has been re-allocated to the Completion Services segment or eliminated. Excluding the one-time costs of $0.7 million for the nine months ended September 30, 2016 described above, and $0.5 million for same period in 2015, respectively, Other Services segment costs of services for the nine months ended September 30, 2016 was $10.4 million and $1.1 million for the same period in 2015, or 156% and 46% of segment revenue, respectively, which is an increase as a percentage of segment revenue of 110%. This increase was a result of unfavorable absorption of fixed costs on low revenue as coiled tubing was a new division acquired as part of the Acquired Trican Operations.

Depreciation and amortization. Depreciation and amortization expense increased by $18.9 million, or 36% to $71.9 million for the nine months ended September 30, 2016 from $53.1 million for the nine months ended September 30, 2015. This increase was primarily attributable to additional depreciation and amortization expense of $28.9 million related to the property and equipment included in the Acquired Trican Operations. This increase was partially offset by a decrease in depreciation expense of Keane’s existing equipment due to some assets becoming fully depreciated and reduced capital expenditures in 2016.

Selling, general and administrative expense. Selling, general and administrative (“SG&A”) expense, which represents costs associated with managing and supporting our operations, increased by $26.0 million, or 138%, to $44.9 million for the nine months ended September 30, 2016 from $18.9 million for the nine months ended September 30, 2015. The increase in SG&A expense is related to increased headcount, property taxes and insurance associated with a larger asset base. SG&A as a percentage of total revenue was 17% for the nine months ended September 30, 2016 compared with 6% for the same period in 2015. Total one-time charges, excluding unit based compensation, were $23.4 million for the nine months period ended September 30, 2016 and $1.2 million for the same period in 2015, respectively, which were primarily related to the acquisition and integration of the Acquired Trican Operations. These costs were partially offset by a decrease in SG&A expenses of our Canadian subsidiary due to $3.1 million of wind-down costs incurred during 2015, which were no longer recurring during 2016. Excluding one-time costs of $23.4 million and $1.2 million described above, SG&A expense for the nine months ended September 30, 2016 was $21.5 million for the nine months period ended September 30, 2016 and $17.7 million for the same period in 2015, respectively, which represents an increase of 22%.

Impairment. For the nine months ended September 30, 2016, we did not recognize any impairment expense. For the nine-months ended September 30, 2015, we recognized impairment expense of $3.9 million, which was comprised of a $2.4 million impairment on indefinite-lived intangible assets in our Completion Services segment as a result of the loss of certain customer relationships related to the UTFS Acquisition, a $1.2 million impairment on the trade name of our drilling business in our Other Services segment and a $0.3 million impairment on our drilling rig fleet in our Other Services segment.

Other expense (income), net. Other expense (income), net, for the nine months ended September 30, 2016 decreased by $1.8 million to other income of $0.5 million as compared with other expense of $1.3 million for the nine months ended September 30, 2016. This decrease was primarily driven by an expense recognized during the nine months ended September 30, 2015 related to the forfeiture of a $1.7 million deposit due to cancellation of a hydraulic fracturing equipment purchase order, which was no longer recurring during 2016.

Interest expense, net. Interest expense, net of interest income, increased by $10.8 million, to $28.4 million for the nine months ended September 30, 2016 from $17.7 million for the same period in 2015. This increase was primarily attributable to a $3.3 million increase in interest expense on our Notes due to an increase in the interest rate in accordance with the modified terms of the NPA; $4.8 million interest expense incurred on the Existing Term Loan Facility; $2.1 million of unrealized and realized losses related to an interest rate swap derivative with all changes in its fair value being recognized within other expenses starting from March 2016 which is the date when hedge accounting was discontinued; and a $1.7 million increase in amortization of debt issuance costs and higher commitment fees incurred on the Existing ABL Facility. These increases were partially offset by $1.1 million decrease in interest expense as a result of the forgiveness of interest on the Related Party Loan on March 16, 2016.

Net income (loss). Net loss was $148.5 million for the nine months period ended September 30, 2016 as compared with net loss of $38.9 million for the same period in 2015. The increase in net loss is due to the changes in revenues and expenses discussed above.

Year Ended December 31, 2015 Compared to Year Ended December 31, 2014

The following is a comparison of our results of operations for the twelve months ended December 31, 2015 compared to the twelve months ended December 31, 2014.

The following table sets forth selected operating data for the periods indicated:


	Year Ended December 31,
($ in thousands)							As a % of Revenues						Variance
Description	2015			2014			2015			2014			$			%
Completion Services	$	363,008		$	383,173			99	%		97	%	$	(20,165	)		-5	%
Other Services		3,149			12,661			1	%		3	%		(9,512	)		-75	%

Revenue		366,157			395,834			100	%		100	%		(29,677	)		-7	%
Completion Services		305,928			314,783			84	%		80	%		(8,855	)		-3	%
Other Services		668			8,935			0	%		2	%		(8,267	)		-93	%

Costs of services (excluding depreciation and amortization, shown separately)		306,596			323,718			84	%		82	%		(17,122	)		-5	%
Completion Services		57,080			68,390			16	%		17	%		(11,310	)		-17	%
Other Services		2,481			3,726			1	%		1	%		(1,245	)		-33	%

Gross profit		59,561			72,116			16	%		18	%		(12,555	)		-17	%
Depreciation and amortization		69,547			68,254			19	%		17	%		1,293			2	%
Selling, general and administrative expenses		25,811			25,459			7	%		6	%		352			1	%
Impairment		3,914			11,098			1	%		3	%		(7,184	)		-65	%

Operating loss		(39,711	)		(32,695	)		-11	%		-8	%		(7,016	)		21	%
Other expense (income)		1,481			2,418			0	%		1	%		(937	)		-39	%
Interest expense		23,450			10,473			6	%		3	%		12,977			124	%

Total other expenses (income)		24,931			12,891			7	%		3	%		12,040			93	%

Net income (loss)	$	(64,642	)	$	(45,586	)		-18	%		-12	%	$	(19,056	)		42	%

Revenues. Total revenue is comprised of revenue from Completion Services and Other Services. Revenue for the year ended December 31, 2015 decreased by $29.7 million, or 7%, to $366.2 million from $395.8 million for the year ended December 31, 2014. The decrease in revenue by reportable segment is discussed below.

Completion Services: Completion Services segment revenue decreased by $20.2 million, or 5%, to $363.0 million in 2015 from $383.2 million in 2014. This decline was primarily attributable to a 13% decrease in the revenue per deployed hydraulic fracturing fleet as a result of pricing pressure for our services, partially offset by a 9% increase in the number of deployed hydraulic fracturing fleets.

Other Services: Other Services segment revenue decreased by $9.5 million, or 75%, to $3.1 million in 2015 from $12.7 million in 2014. The reduction was primarily attributable to a reduction in revenues from drilling services, which was idled in May 2015 as a result of the significant decrease in rig count throughout 2015.

Costs of Services. Costs of services in 2015 decreased by $17.1 million, or 5%, to $306.6 million from $323.7 million when compared with 2014 primarily due to the decrease in revenue of $29.7 million during the same period. Costs of services as a percentage of total revenue in 2015 were 84%, which represented a slight increase of 2% from the prior year.


	Year ended December 31,
Description	2015			2014			% Change
Segment cost of services as a percentage of segment revenue:
Completion Services		84	%		82	%		2	%
Other Services		21	%		71	%		-49	%
Total cost of services as a percentage of total revenue		84	%		82	%		2	%

The decrease in cost of services by reportable segment is further discussed below.

Completion Services: Completion Services segment cost of services decreased by $8.9 million, or 3%, to $305.9 million in 2015 from $314.8 million in 2014. This decrease is primarily related to a decrease in Completion Services segment revenue, coupled with management’s continued efforts and focus on cost saving initiatives to drive down supply and material costs through negotiated price concessions from vendors and management of labor costs. As a percentage of segment revenue, total costs of services was 84% and 82% in 2015 and 2014, respectively.

Other Services: Other Services segment cost of services decreased by $8.3 million, or 93%, to $0.7 million in 2015 from $8.9 million in 2014. The decrease was attributable to a reduction in cost of services for our drilling services, which were idled in May 2015.

Depreciation and amortization. Depreciation and amortization expense increased by $1.3 million, or 2% to $69.5 million in 2015 from $68.3 million in 2014. This increase was primarily attributable to additional depreciation associated with new hydraulic fracturing and wireline equipment acquired during the second half of 2014 and 2015, partially offset by higher depreciation charge during 2014 due to the revision of the estimated useful lives of hydraulic fracturing assets with cumulative effect reflected in the year of change in accounting estimate.

Selling, general and administrative expense. SG&A expense, which represents the costs associated with managing and supporting our operations, increased by $0.4 million, or 1% in 2015 compared to 2014. SG&A as a percentage of revenue increased to 7% in 2015 as compared with 6% in 2014. Changes in SG&A were primarily attributable to a $2.3 million increase in legal and professional fees related to our acquisition of the Acquired Trican Operations and a $0.9 million increase in the costs of the Canadian subsidiary due to its wind-down of activities in the second quarter of 2015. In addition, income tax expense related to the Canadian subsidiary’s operations increased by $0.4 million as compared with 2014. These increases were partially offset by a $3.1 million decrease in payroll expense due to lower stock based compensation and bonus expense associated with lower year over year performance.

Impairment. In 2015, we recognized impairment expense of $3.9 million, which was comprised of a $2.4 million impairment on indefinite-lived intangible assets in our Completion Services segment as a result of the loss of certain customer relationships related to the UTFS Acquisition, a $1.2 million impairment on the trade name of our drilling services in our Other Services segment and a $0.3 million impairment on our drilling rig fleet in our Other Services segment. In 2014, we recognized impairment expense of $11.1 million, which was comprised of a $0.5 million impairment in our Completion Services segment as a result of the loss of certain customer relationships in our Canadian wireline operations, a $10.0 million impairment of definite-lived intangible assets in our Other Services segment as a result of the termination of a customer contract and a $0.6 million impairment on the trade name of our drilling division in our Other Services segment.

Other expense, net. Other expense, net of other income, decreased by $0.9 million, or 39%, to $1.5 million in 2015 as compared with $2.4 million in 2014. This decrease was primarily attributed to a loss on debt extinguishment of $2.3 million recognized in 2014 for the extinguishment of our then existing term note with PNC Bank, N.A. and an accrual for the minimum commitment obligation on a sand transload contract of $0.3 million, partially offset by the 2015 forfeiture of a $1.7 million deposit due to the cancellation of a hydraulic fracturing equipment order.

Interest expense, net. Interest expense, net of interest income, increased by $13.0 million, to $23.5 million in 2015 from $10.5 million in 2014. This increase was attributable to additional interest expense due to the issuance of the Notes, which were issued in August and September 2014, amortization of the related debt financing costs and interest on the Shareholder Loan (as defined herein) and new capital leases entered into in November of 2014.

Net income (loss). Net loss was $64.6 million for the year ended December 31, 2015 as compared with net loss of $45.6 million for the same period in 2015. The increase in net loss is due to the changes in revenues and expenses discussed above.

Liquidity and Capital Resources

Historically, we have met our liquidity needs principally from cash flows from operating activities, borrowings under bank credit agreements and other debt offerings. During 2015 our primary source of cash was cash flows from operating activities. For the nine month period ended September 30, 2016, our primary sources of cash were the loans under our Existing Term Loan Facility. In addition, in March 2016 we received an equity contribution of $200.0 million from our shareholders to partially fund our acquisition of the Acquired Trican Operations and for working capital. Our principal uses of cash are to fund capital expenditures, acquisitions and to service our outstanding debt.

At September 30, 2016, we had $62.4 million of cash and $33.5 million of availability under our Existing ABL Facility, which resulted in a total liquidity position of $95.9 million.

Our ability to satisfy our liquidity requirements depends on our future operating performance, which is affected by prevailing economic conditions, market conditions in the E&P industry, availability and cost of raw materials, and financial and business and other factors, many of which are beyond our control.

We believe that our existing cash position, cash generated through operations and our financing arrangements will be sufficient to meet working capital requirements, anticipated capital expenditures and scheduled debt payments for the next 12 months.

We have had preliminary discussions with potential lenders, financial intermediaries and advisors and following the consummation of this offering, subject to market conditions, we intend to enter into new financing facilities, consisting of a new asset-based revolving facility and a new term loan facility. If we enter into the New Credit Facilities, we intend to use the proceeds thereof to repay all amounts outstanding under, and to terminate, the Existing ABL Facility and our Notes under the NPA. This offering is not contingent upon our entering into the New Credit Facilities, and there can be no assurance that we will enter into the New Credit Facilities and terminate the Existing ABL Facility and NPA following the consummation of this offering, or at all, and we may elect not to proceed with the Anticipated Refinancing. See “Description of Indebtedness—Anticipated Refinancing Facilities” and “Risk Factors—Risks Relating to Our Indebtedness—We may be unable to complete the Anticipated Refinancing Transactions, or we may decide not to pursue the Anticipated Refinancing Transactions.

Cash Flows

The table below summarizes our cash flows for the nine months ended September 30, 2016 and 2015 and the years ended December 31, 2015 and 2014.


	Nine months ended September 30,						Year ended December 31,
($ in thousands)	2016			2015			2015			2014
Net cash provided by (used in) operating activities	$	(50,319	)	$	44,805		$	37,521		$	18,732
Net cash provided by (used in) investing activities		(219,207	)		(24,429	)		(26,038	)		(138,870	)
Net cash provided (used in) by financing activities		278,305			(8,537	)		(10,518	)		137,298
Effect of foreign exchange rate on cash		182			1,045			250			(400	)

Net change in cash	$	8,961		$	12,884		$	1,215		$	16,760

Net Cash Provided by (Used in) Operating Activities

Net cash provided by operating activities was cash outflow of $50.3 million for the nine months ended September 30, 2016 compared to cash inflow of $44.8 million for the nine month period ended September 30, 2015. The decrease in operating cash flows was primarily attributable to competitive pricing pressure as a result of market conditions, which resulted in a decrease in operating results for the nine month period ended September 30, 2016, as described in “—Results of Operations.” In addition, the decrease in operating cash flows was also driven by acquisition, integration and deployment costs of approximately $41.8 million associated primarily with the Acquired Trican Operations incurred during the nine month period ended September 30, 2016.

Net cash provided by operating activities was $37.5 million for 2015, compared to $18.7 million for 2014. The increase in operating cash flows was primarily attributable to positive operating results generated by our Completion Services segment, as well as cash generated by working capital changes.

Net Cash Provided by (Used in) Investing Activities

Net cash used in investing activities was $219.2 million for the nine month period ended September 30, 2016 and $24.4 million for the nine month period ended September 30, 2015. This increase was primarily attributable to the cash payment of $203.9 million to Trican as part of our acquisition of the Acquired Trican Operations during 2016.

Net cash used in investing activities was $26.0 million for 2015 and $138.9 million for 2014. This change is primarily attributable to significant purchases of hydraulic fracturing equipment during the year ended December 31, 2014, resulting in a net decrease in year over year purchases of equipment by $104.4 million.

Net Cash Provided by (Used in) Financing Activities

Net cash provided by financing activities was $278.3 million for the nine month period ended September 30, 2016 as compared with the net cash used in financing activities of $8.5 million for the nine months ended September 30, 2015. Net cash flow provided by financing activities in 2016 was primarily attributable to a capital contribution from shareholders of $200 million and the net proceeds from our Existing Term Loan Facility. The capital contribution and the net proceeds from the Existing Term Loan Facility were used to fund the acquisition of the Acquired Trican Operations and working capital. These inflows were partially offset by cash paid for debt issuance costs. Net cash flow used in financing activities during the nine month period ended September 30, 2015 was primarily due to an amortization payment on the Notes and a final contingent consideration payment related to the UTFS Acquisition.

Net cash used in financing activities was $10.5 million in 2015, compared to net cash provided by financing activities of $137.3 million in 2014. Net cash provided by financing activities in 2014 primarily relates to $185.9 million net proceeds from the Notes and $20.0 million from the Shareholder Loan, partially offset by extinguishment of capital leases of $48.2 million and payment of $9.5 million in connection with the UTFS Acquisition. In 2015, net cash used in financing activities was primarily related to $5.0 million of principal payments on the Notes and a final contingent consideration payment of $2.5 million made in February 2015 in connection with the UFTS Acquisition.

Capital Expenditures

The nature of our capital expenditures is comprised of a base level of investment required to support our current operations and amounts related to growth and company initiatives. Capital expenditures for growth and company initiatives are discretionary. We currently estimate that our capital expenditures for the last quarter of 2016 will range from $9 million to $12 million and that our capital expenditures for 2017 will range from $40 million to $50 million. We continuously evaluate our capital expenditures and the amount we ultimately spend will depend on a number of factors including expected industry activity levels and company initiatives.

Contractual Commitments and Obligations

In the normal course of business, we enter into various contractual obligations that impact or could impact our liquidity. The table below contains our known contractual commitments at September 30, 2016.


($ in thousands) Contractual obligations	Total		Less than 1 Year		1-3 Years		3-5 Years
Long-term debt, including current portion(1)	$	288,750	$	5,625	$	191,875	$	91,250
Estimated interest payments(2)		89,436		19,673		55,175		14,588
Capital lease obligations(3)		9,534		3,013		5,352		1,169
Operating lease obligations(4)		28,148		9,059		14,104		3,792
Purchase commitments(5)		108,440		16,781		58,604		30,909

	$	524,308	$	54,151	$	325,110	$	141,708

(1)

Long-term debt excludes interest payments on each obligation and represents our obligations under our Notes and Existing Term Loan Facility.

(2)

Estimated interest payments are based on debt balances outstanding as of September 30, 2016. Interest rates used for variable rate debt are based on the prevailing current LIBOR rate.

(3)

Capital lease obligations consist of obligations on our capital leases of hydraulic fracturing equipment with CIT Finance LLC and light weight vehicles with ARI Financial Services Inc.

(4)

Operating lease obligations are related to our real estate and rail cars.

(5)

Purchase commitments primarily relate to our agreements with vendors for sand purchases. The purchase commitments to sand suppliers represent our annual obligations to purchase a minimum amount of sand from vendors. If the minimum purchase requirement is not met, the shortfall at the end of the year is settled in cash or, in some cases, carried forward to the next year.

Off-Balance Sheet Arrangements

Except for our normal operating leases, we do not have any off-balance sheet financing arrangements, transactions or special purpose entities.

Critical Accounting Policies and Estimates

The preparation of the consolidated financial statements and related notes to the consolidated financial statements included elsewhere in this offering memorandum requires us to make estimates that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosures of contingent assets and liabilities. We base these estimates on historical results and various other assumptions believed to be reasonable, all of which form the basis for making estimates concerning the carrying values of assets and liabilities that are not readily available from other sources. Actual results may differ from these estimates.

In the notes accompanying the audited consolidated financial statements, we describe the significant accounting policies used in the preparation of our consolidated financial statements. We believe that the following represent the most significant estimates and management judgments used in preparing the consolidated financial statements.

Our critical accounting policies and estimates have not significantly changed since December 31, 2015.

Revenue Recognition

Revenue from our hydraulic fracturing, wireline, drilling, coiled tubing and cementing services are earned and recognized as services are rendered, which is generally on a per stage, daily or hourly rate, or on a similar basis. All revenue is recognized when persuasive evidence of an arrangement exists, the service is complete, the amount is determinable and collectability is reasonably assured, as follows:

Completion Services Revenue

We provide hydraulic fracturing and wireline services pursuant to contractual arrangements, such as term contracts and pricing agreements, or on a spot market basis. Revenue is recognized upon the completion of each job. Once a job has been completed to the customer’s satisfaction, a field ticket is created that includes charges for the service performed and the chemicals and proppant consumed during the course of the service. The field ticket may also include charges for the mobilization of the equipment to the location, additional equipment used on the job, if any, and other miscellaneous items. This field ticket is used to create an invoice, which is sent to the customer upon the completion of each job.

Other Services Revenue

We provide certain complementary services such as coiled tubing, cementing and drilling pursuant to contractual arrangements, such as term contracts on a spot basis. We typically charge the customer for the services performed and materials provided on a per job basis.

Taxes collected from customers and remitted to governmental authorities are accounted for on a net basis and therefore are excluded from revenues in the consolidated statements of operations and comprehensive loss and net cash provided by operating activities in the consolidated statements of cash flows.

Contract acquisition and origination costs are expensed as incurred.

Property, Plant, and Equipment

We calculate depreciation based on the estimated useful lives of our assets. When assets are placed into service, we make estimates with respect to their useful lives that we believe are reasonable. However, due to the cyclical nature of our business, which results in fluctuations in the use of our equipment and the environments in which we operate, could cause us to change our estimates, thus affecting the future calculation of depreciation.

We continuously perform repair and maintenance expenditures on our service equipment. Expenditures for renewals and betterments that extend the lives of our service equipment, which may include the replacement of significant components of service equipment, are capitalized and depreciated. Other repairs and maintenance costs are expensed as incurred. The determination of whether an expenditure should be capitalized or expensed requires management judgement in the application of how the costs benefit future periods, relative to our capitalization policy. Costs that either establish or increase the efficiency, productivity, functionality or life of a fixed asset are capitalized.

We separately identify and account for certain significant components of our hydraulic fracturing units including the engine, transmission, and pump, which requires us to separately estimate the useful lives of these components. For the majority of our other service equipment, we do not separately identify and track depreciation of specific original components. When we replace components of these assets, we typically have to estimate the net book values of the components that are retired, which is based primarily upon replacement cost, age and original estimated useful life.

Definite-lived Intangible Assets

At September 30, 2016, our balance of definite-lived intangible assets was $45.6 million and the related amortization reflected in our condensed consolidated statement of operations was $4.2 million and $3.8 million for the nine months ended September 30, 2016 and 2015, respectively. These intangible assets are primarily related to customer relationships, trademarks, software and proprietary chemical blends acquired in business acquisitions. We calculate amortization for these assets based on their estimated useful lives. When these assets are recorded, we make estimates with respect to their useful lives that we believe are reasonable. However, these estimates contain judgments regarding the future utility of these assets and a change in our assessment of the useful lives of these assets could materially change the future calculation of amortization.

Impairment of Long-Lived Assets, Goodwill and Other Intangible Assets

Long-lived assets, such as property, plant, equipment and definite-lived intangible assets, are reviewed for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable, such as insufficient cash flows or plans to dispose of or sell long-lived assets before the end of their previously estimated useful lives. If the carrying amount is not recoverable, we recognize an impairment loss equal to the amount by which the carrying amount exceeds fair value. We estimate fair value based on projected future discounted cash flows. Our fair value calculations for long-lived assets and intangible assets contain uncertainties because they require us to apply judgment and estimates concerning future cash flows, strategic plans, useful lives and market performance. We also apply judgment in the selection of a discount rate that reflects the risk inherent in our current business model.

We have acquired goodwill and indefinite-lived intangible assets related to business acquisitions. Goodwill represents the excess of the purchase price over the fair value of net assets acquired. We review our goodwill and indefinite-lived intangible assets on an annual basis, during the fourth quarter, and whenever events or changes in circumstances indicate the carrying value of goodwill or an intangible asset may exceed its fair value. If the carrying value of goodwill or an intangible asset exceeds its fair value, we recognize an impairment loss for this difference. Our impairment loss calculations for goodwill and indefinite-lived intangible assets contain uncertainties because they require us to estimate fair values of our reporting units and intangible assets, respectively. We estimate fair values based on various valuation techniques such as discounted cash flows and comparable market analyses. These types of analyses contain uncertainties because they require us to make judgments and assumptions regarding future profitability, industry factors, planned strategic initiatives, discount rates and other factors.

If actual results or performance of certain business units are not consistent with our estimates and assumptions, we may be subject to additional impairment charges, which could be material to our results of operations. For example, if our results of operations significantly decline as a result of a decline in the price of oil, there could be a material increase in the impairment of long-lived assets in future periods. Also, if the actual results or performance of our wireline division are not consistent with our projections, estimates and assumptions, there could be goodwill impairment charges in future periods.

Derivative Instruments and Hedging Activities

We are exposed to certain risks related to our ongoing business operations. We utilize interest rate derivatives to manage interest rate risk associated with our floating-rate borrowings. We recognize all derivative instruments as either assets or liabilities in the balance sheet at their respective fair values. For derivatives designated in hedging relationships, changes in the fair value are either offset through earnings against the change in fair value of the hedged item attributable to the risk being hedged or recognized in accumulated other comprehensive income, to the extent the derivative is effective at offsetting the changes in cash flows being hedged, until the hedged item affects earnings.

We only enter into derivative contracts that we intend to designate as hedges for the variability of cash flows to be received or paid related to a recognized asset or liability (cash flow hedge). For all hedging relationships, we formally document the hedging relationship and our risk-management objective and strategy for undertaking the hedge, the hedging instrument, the hedged transaction, the nature of the risk being hedged, how the hedging instrument’s effectiveness in offsetting the hedged risk will be assessed prospectively and retrospectively and a description of the method used to measure ineffectiveness. We also formally assess, both at the inception of the hedging relationship and on an ongoing basis, whether the derivatives that are used in hedging relationships are highly effective in offsetting changes in cash flows of hedged transactions. For derivative instruments that are designated and qualify as part of a cash flow hedging relationship, the effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Gains and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings.

We discontinue hedge accounting prospectively when we determine that the derivative is no longer effective in offsetting cash flows attributable to the hedged risk, the derivative expires or is sold, terminated, or exercised, the cash flow hedge is de-designated because a forecasted transaction is not probable of occurring or management determines to remove the designation of the cash flow hedge. In all situations in which hedge accounting is discontinued and the derivative remains outstanding, we continue to carry the derivative at its fair value on the balance sheet and recognize any subsequent changes in its fair value in earnings. When it is probable that a forecasted transaction will not occur, we discontinue hedge accounting and recognize immediately in earnings gains and losses that were accumulated in other comprehensive income related to the hedging relationship.

Unit-Based Compensation

We sponsor a unit-based management compensation program called the Keane Management Holdings LLC Management Incentive Plan. We account for the units under this plan as compensation cost measured at the fair value of the award on the date of grant using the option pricing model. We recognize compensation expense on a straight-line basis over the service period of the entire award for the time-based component and ratably over the vesting period for the performance-based component.

Tax Contingencies

We are subject to income taxes and other state and local taxes. Our tax returns, like those of most companies, are periodically audited by federal, state and local tax authorities. These audits include questions regarding our tax filing positions, including the timing and amount of deductions and the reporting of various taxable transactions. At any one time, multiple tax years are subject to audit by the various tax authorities. In evaluating the exposures associated with our various tax filing positions, we may record a liability for such exposures. A number of years may elapse before a particular matter, for which we have established a liability, is audited and fully resolved or clarified. We adjust our liability for these tax exposures in the period in which a tax position is effectively settled, the statute of limitations expires for the relevant taxing authority to examine the tax position or when more information becomes available.

Our liabilities for these tax positions contain uncertainties because we are required to make assumptions and apply judgment to estimate the exposures associated with our various filing positions. Although we believe that our judgments and estimates are reasonable, actual results could differ, and we may be subject to losses or gains that could be material.

Recent Accounting Pronouncements

See Note 1—“Basis of Presentation and Nature of Operations” to our September 30, 2016 unaudited condensed consolidated financial statements and Note 2—“Summary of Significant Accounting Policies” to our audited consolidated financial statements included elsewhere in this offering memorandum for a discussion of recently issued accounting pronouncements.

Quantitative and Qualitative Disclosures About Market Risk

At September 30, 2016, we held no significant derivative instruments that materially increased our exposure to market risks for interest rates, foreign currency rates, commodity prices or other market price risks.

We are subject to interest rate risk on a portion of our long-term debt. The loans under our Existing Term Loan Facility bear interest, at our option, at a rate per annum equal to either (a) the base rate plus 6.00% or (b) LIBOR (subject to a 1.50% floor for any portion of the term loan subject to an interest period of three or six months) plus 7.00%. LIBOR is currently below 1.50% per annum, therefore an increase in the LIBOR up to 1.50% per annum would not affect our results of operations, financial condition or cash flows.

Our material and fuel purchases expose us to commodity price risk. Our material costs primarily include the cost of inventory consumed while performing our stimulation services such as proppant, chemicals and guar. Our fuel costs consist primarily of diesel fuel used by our various trucks and other motorized equipment. The prices for fuel and the raw materials (particularly guar and proppant) in our inventory are volatile and are impacted by changes in supply and demand, as well as market uncertainty and regional shortages. Depending on market conditions, we have generally been able to pass along price increases to our customers, however, we may be unable to do so in the future. We generally do not engage in commodity price hedging activities. However, we have purchase commitments with certain vendors to supply a majority of the proppant used in our operations. Some of these agreements are take-or-pay agreements with minimum purchase obligations. As a result of future decreases in the market price of proppants, we could be required to purchase goods and pay prices in excess of market prices at the time of purchase.

Our operations are currently conducted entirely within the U.S.; therefore, we had no significant exposure to foreign currency exchange rate risk.

BUSINESS

Our Company

•

Increases in customer drilling budgets focused in our core service areas;

•

Increases in the percentage of rigs that are drilling horizontal wells;

•

Increases in the length of the typical horizontal wellbore;

•

Increases in the number of fracture stages in a typical horizontal wellbore; and

•

Increases in pad drilling and simultaneous fracturing/wireline operations.

We believe demand and pricing for our services will be further enhanced by a reduction in available hydraulic fracturing equipment as a result of:

•

Cannibalization of parked equipment and increased maintenance costs;

•

Aging of existing fleets given the limited investment since the industry downturn in late 2014;

•

Increased customer focus on well-capitalized, safe and efficient service providers that can meet or exceed their requirements; and

•

Reduced access to capital for fleet acquisition, maintenance and deployment.

Our History

We believe that our ability to identify, execute and integrate acquisitions is a competitive advantage. We have demonstrated the ability to grow both organically and through opportunistic acquisitions. From 2010 to 2014, we organically added seven hydraulic fracturing fleets deployed across the Marcellus Shale/Utica Shale, the Bakken Formation and the Permian Basin. We have also completed three acquisitions that have diversified our geographic presence and service line capabilities. In April 2013, we acquired the wireline technologies division of Calmena Energy Services, which provided us with wireline operations capabilities in the U.S. In December 2013, we acquired the assets of Ultra Tech Frac Services to establish a presence in the Permian Basin. In March 2016, we completed the opportunistic acquisition of Trican’s U.S. oilfield service operations resulting in the expansion of our hydraulic fracturing operations to the current 23 fleets and establishing Keane as one of the largest pure-play providers of integrated well completion services in the U.S. with approximately 944,250 hydraulic horsepower. This acquisition added high quality equipment, provided increased scale in key operating basins, expanded our customer base and offered significant cost reduction opportunities. To date we have identified and implemented a plan to achieve over $80 million of annualized cost savings as a result of facility consolidations, head count rationalization and procurement savings. The Trican transaction also enhanced our access to proprietary technology and engineering capabilities that have improved our ability to provide integrated services solutions. We intend to continue to evaluate potential acquisitions on an opportunistic basis that would complement our existing service offerings or expand our geographic capabilities.

Our Competitive Strengths

differentiating factors within the industry. We specialize in providing customized completion solutions to our customers that increase efficiency, improve safety and lower their overall cost.

Accordingly, we believe the following strengths differentiate us from many of our competitors and contribute to our ongoing success:

Multi-Basin Service Provider with Close Proximity to Our Customers.

The below map represents our areas of operation:

LOGO

Customer-Tailored Approach.

We believe our direct line of communication with our customers at the senior management level as well as with key operational managers in the field provides us with the ability to address issues quickly and efficiently and is highly valued by our customers. In November 2016, we received Shell Global Solutions International’s annual Well Services Performance Award in recognition of our Permian Basin team’s exceptional 2016 performance and customer service in hydraulic fracturing and wireline services.

In connection with the Trican transaction, we acquired our Engineered Solutions Center, which we believe provides value-added capabilities to both our new and existing customers. We believe our Engineered Solutions Center enables us to support our customers’ technical specifications with a focus on reducing costs and increasing production. As pressure pumping complexity increases and the need for comprehensive, solution-driven approaches grows, our Engineered Solutions Center is able to meet our customers’ business objectives cost-effectively by offering flexible design solutions that package our services with new and existing product offerings. Our Engineered Solutions Center is focused on providing (1) economical and effective fracture designs, (2) enhanced fracture stimulation methods, (3) next-generation fluids and technologically advanced diverting agents, such as MVP Frac ^™ and TriVert ^™ , which we received the right to use as part of the Trican transaction, (4) dust control technologies and (5) customized solutions to individual customer and reservoir requirements.

Track Record of Providing Safe and Reliable Solutions.

Safety is our highest priority. We are among the safest service providers in the industry, as evidenced by a TRIR that is less than half of the industry average from 2013 to 2015. We believe we have an industry leading behavior-based safety program to ensure each employee understands the importance of safety. Depending on job requirements, each new employee goes through a rigorous on-boarding and training program, is assigned a dedicated mentor, is routinely subject to our “Fit for Duty” verification program and periodically attends safety and technical certification programs. Our customers seek to protect their field employees, contractors and communities in which they serve as well as minimize the risk of disproportionately high costs that can result from an HSE incident. As a result, our customers demand robust HSE programs from their service providers and view safety records as a key criterion for vendor selection. We believe our safety and training record creates a competitive advantage by enhancing our ability to develop long-term relationships with our customers, allowing us to qualify to tender bids on more projects than many of our competitors and enabling us to attract and retain employees.

Modern, High-Quality Asset Base and Robust Maintenance Program.

We have invested in modern equipment, including dual-fuel fracturing pumps, Tier IV engines, stainless steel fluid ends, dry friction reducer and dry guar, to enhance our efficiency and safety. In addition, our high-quality, heavy-duty hydraulic fracturing and wireline fleets reduce operational downtime and maintenance costs while enhancing our ability to provide reliable, safe and consistent service to our customers. We have approximately 944,250 total hydraulic horsepower and can deploy up to 23 hydraulic fracturing fleets. We had 13 hydraulic fracturing fleets and eight wireline trucks deployed as of November 30, 2016. We believe we have a robust preventative maintenance program for both our active and inactive fleets which allows us to respond to customer demand in a timely, safe and cost-efficient manner, and we continue to invest in and stock critical parts and components.

nominal cost. Our conservative financial profile and continued investment in our assets and fleets should enable us to maintain an efficient operating cost structure as we begin to redeploy assets, ensuring our operators have safe, well-maintained equipment to service our customers.

Flexible Supply Chain Management Capabilities.

Strong Balance Sheet and Disciplined Use of Capital.

Best-in-Class Management Team with Extensive Industry Experience.

Our Strategy

Efficiently Capitalizing on Industry Recovery.

Hydraulic fracturing represents the largest cost of completing a shale oil or gas well and is a mission-critical service required for the continued development of U.S. shale resources. Upon a recovery in demand for oilfield services in the U.S., the hydraulic fracturing sector is expected to have among the highest growth rates among oilfield service providers. Industry reports have forecasted that the North American onshore stimulation sector, which includes hydraulic fracturing, will increase at a CAGR of 30% from 2016 through 2020. As a well-capitalized provider operating in the most active unconventional oil and natural gas basins in the U.S., we believe that our business is well positioned to capitalize efficiently on an industry recovery. We have invested significant resources and capital to develop a market leading platform with demonstrated capabilities and technical skills that is well equipped to address increased demand from our customers. We believe that our rigorous preventative maintenance program provides us with a well-maintained hydraulic fracturing fleet and the ability to deploy inactive fleets efficiently. Based upon our recent experience and current pricing for components and labor, we believe it will take approximately 45 days to activate a single hydraulic fracturing fleet, allowing us to quickly and cost-effectively respond to an increase in customer demand at a cost of approximately $1.5 million per fleet. We also believe we can incrementally deploy each of our wireline trucks in less than 30 days at a nominal cost.

Developing and Expanding Relationships with Existing and New Customers.

Continuing Our Industry Leading Safety Performance and Focus on the Environment.

agencies, and we intend to continue to enhance our safety monitoring function as our business grows and operating conditions change. For example, we have made investments in more efficient engines and dual fuel kits to comply with customer requirements to reduce emissions and noise at the well site. In addition, we have also invested in spill prevention equipment and remediation systems and dust control technology, which we believe allows us to meet or exceed the latest OSHA requirements and standards. We have also deployed high-grade cameras to remotely monitor high-risk zones in our field operations, which we believe helps reduce safety risks to our employees. We believe that our commitment to maintaining a culture that prioritizes safety and the environment is critical to the long-term success and growth of our business.

Investing Further in Our Robust Maintenance Program.

Maintaining a Conservative Balance Sheet to Preserve Operational and Strategic Flexibility.

Continued Evaluation of Consolidation Opportunities that Strengthen Capabilities and Create Value.

Our Industry

Our industry provides oilfield services to North American onshore oil and natural gas exploration and production companies. Demand for our industry’s services is predominantly influenced by the completion of hydraulic fracturing stages in unconventional wells in North America, and is driven by several factors including

rig count, well count, service intensity and the timing and style of well completions. Ultimately, these drivers depend primarily on the level of drilling activity by oil and natural gas companies, which, in turn, depends largely on the current and anticipated prices of crude oil, natural gas and natural gas liquids.

Impact of Current and Anticipated Prices for Crude Oil, Natural Gas and Natural Gas Liquids

Oil and natural gas prices began to decline drastically beginning late in the second half of 2014 and have remained low through early 2016. This decline, sustained by global oversupply of oil and natural gas, drove our industry into a downturn. Following a trough in early 2016, oil prices, natural gas prices and rig counts have recovered to $49.22, $3.34 and 597, respectively, or approximately 88%, 104% and 48%, respectively, as of November 30 , 2016, from their lows in early 2016 of $26.21, $1.64 and 404, respectively. Recent events including declines in North American production and agreements by OPEC members to reduce oil production quotas have provided upward momentum for energy prices. We believe that recent increases in oil and natural gas prices, as well as moderate relief from the global oversupply of oil and domestic oversupply of natural gas, should increase demand for our services and create a more stable demand environment than has been experienced in the prior 24 months.

The US Energy Information Administration (the “EIA”) projects that the average WTI spot price will increase through 2040 from growing demand and the development of more costly oil resources. The EIA anticipates continued growth in the long-term U.S. domestic demand for natural gas, supported by various factors, including (i) expectations of continued growth in the U.S. gross domestic product; (ii) an increased likelihood that regulatory and legislative initiatives regarding domestic carbon policy will drive greater demand for cleaner burning fuels such as natural gas; (iii) increased acceptance of natural gas as a clean and abundant domestic fuel source that can lead to greater energy independence of the U.S. by reducing its dependence on imported petroleum; (iv) the emergence of low-cost natural gas shale developments; and (v) continued growth in electricity generation from intermittent renewable energy sources, primarily wind and solar energy, for which natural-gas-fired generation is a logical back-up power supply source. We believe that as the prices of oil and natural gas increase, exploration and production activity will increase, driving an increased demand for our services.

Shale Resources in North America

The combined application of hydraulic fracturing and directional drilling technologies and their refinement continues to provide additional resource potential with new multi-billion barrel fields of oil and trillions of cubic feet of natural gas discovered over last five years. As of 2014, the EIA identified 59 billion barrels of recoverable tight oil and 610 trillion cubic feet of recoverable shale gas within the United States, ranking it second to Russia globally in shale oil resources. We believe that this inventory, which has increased materially due to technological innovation, should create multi-decade demand for our industry’s services.

In addition, we believe that U.S. unconventional shale resources will continue to capture an increasing share of global capital spending on oil and gas resources as a result of their competitive positioning on the global cost curve and the relatively low level of political and legal risk in North America as compared to other regions. From the beginning of 2015 through the first half of 2016, demand for global liquids, or oil and natural gas liquid products, increased by approximately 2.1 million barrels per day according to the EIA. The EIA further expects global liquids demand to increase by approximately 2.6 million barrels per day between 2015 and 2017. Similarly, natural gas demand in North America is expected to increase by approximately 1.9 billion cubic feet per day by 2017, largely based upon growth in industrial and household demand, an increase in natural gas exports and continued substitution of gas for coal by utilities and industry. Furthermore, Spears & Associates estimates that capital expenditures for drilling and completion in the contiguous United States will increase by 38% over the next two years, which we believe would benefit our industry.

Increases in Horizontal Drilling Activity and Stages Per Well.

Over the past decade, oil and gas companies have focused on exploiting the vast resource potential available across many of North America’s unconventional resource plays through the application of horizontal drilling and completion technologies, including the use of multi-stage hydraulic fracturing, in order to increase recovery of oil and natural gas. In turn, E&P companies are focused on utilizing drilling and completion equipment and techniques that optimize cost and efficiency. As E&P companies have continued to refine the methodology used to recover oil and natural gas from wells, they have generally favored increases in both the number of hydraulic fracturing stages per well, with growth in per well stage count of approximately 105% between 2011 and 2015, and the amount of proppant used per stage, with growth in proppant per stage of approximately 46% from 2012 to 2015. Both of these secular trends have driven incremental demand for our industry’s services for each completed well due to requirements for larger amounts of equipment. For example, despite a 75% decline in the number of wells drilled from the fourth quarter of 2014 to third quarter of 2016 and excluding the acquisition of the Acquired Trican Operations, we have increased the volume of work our company has performed by 17% during the same period as measured by stage count.

Many industry experts predict a significant recovery in drilling activity in 2017 and 2018. According to Spears & Associates, total U.S. drilling rig count is expected to reach approximately 648 and 795 in 2017 and 2018, respectively, with approximately 75% expected to be drilling wells with horizontal laterals. Due to improvements in technology, including increasing lateral lengths and tighter spacing between stages, drilling rigs have become more efficient in recent years. From 2012 to 2016, average wells per horizontal drilling rig have increased from 13.2 wells per rig to 16.0 wells per rig, respectively, and average stages per horizontal well have increased from 17.8 stages per well to 25.7 stages per well, respectively.

Demand for our industry’s services is also influenced by the natural decline in productivity of shale oil and gas wells over time. The amount of hydrocarbons produced from a typical shale oil and gas well declines quickly, with production from a shale well generally falling substantially in the first year. New wells are required to be brought online relatively quickly to replace production lost from the natural decline. As a result of the high average production decline rates and current demand forecasts, we believe that a large number of wells will need to be drilled and completed on a continuous basis to offset production declines.

In addition, according to the EIA, an estimated 5,000 drilled but uncompleted (“DUC”) wells are currently in backlog which we believe will provide a near-term source of demand for completion related services. The decline in commodity prices that began in late 2014 resulted in many E&P companies delaying the completion or fracturing of drilled wells, which represents approximately 36% of the total cost of a well. In connection with the increase and stabilization of the price of oil, E&P companies have recently begun to work through their DUC inventory in select basins, such as the Permian Basin, allowing us to deploy additional resources to such basins as a result.

Decline in Number of Service Providers, Deployable Capacity and Skilled Labor as a Result of Cyclical Downturn

From late 2009 through late 2014, there was a rapid increase in the demand for fracturing services. This growth in demand was met with an influx of new companies providing such services and a large increase in deployable hydraulic fracturing equipment. Since late 2014, the significant decline in demand for hydraulic fracturing services and resulting overcapacity in the market have led to industry consolidation and attrition, with the estimated number of service providers shrinking from a peak of 54 service providers in 2014 to 40 service providers as of November 2016. Currently, based on estimated deployable capacity, there are five large providers with over 1 million horsepower, 12 medium-sized providers, including us, with between 300,000 and 1 million horsepower, and 23 smaller providers with less than 300,000 horsepower. We believe industry consolidation and the resulting reduction in competition will position our company to succeed as demand for our industry’s services continues to increase.

We also believe that the financial distress of many of our competitors has led to significant maintenance deferrals and cannibalization of idle equipment, which has reduced, and will continue to reduce, the amount of deployable equipment. While the total supply of deployable equipment, as compared to marketed equipment, is opaque, industry analysts estimate that total marketed and deployable capacity has declined between 25% and 50% from its peak. Due to the massive wear and tear of working equipment from high service intensity, the potential cost to redeploy older, idle fleets may be as much as $10 million to $20 million per fleet, depending on the level of previous use and preventative maintenance spend, as well as the amount of time spent idle. We believe these significant redeployment costs may drive the permanent retirement of older equipment by some of our competitors. As demand for our industry’s services increases, we believe we will benefit from our rigorous preventative maintenance program in contrast to many of our competitors’ underinvestment in, and resulting loss of, deployable equipment.

Finally, in addition to the reduction in number of service providers and deployable hydraulic fracturing equipment, public companies in our industry are estimated to have let go at least 170,000, or over 25 percent of, total oilfield service employees from late 2014 to July 2016. We believe that companies that have remained relatively active during the industry downturn, such as ours, will benefit from having and retaining skilled personnel as demand for our industry’s services increases.

Services

Completion Services

Hydraulic Fracturing . We provide hydraulic fracturing and related well stimulation services to E&P companies, particularly to those operating in unconventional oil and natural gas reservoirs and requiring technically and operationally advanced services. Hydraulic fracturing services are performed to enhance production of oil and natural gas from formations with low permeability and restricted flow of hydrocarbons. Our customers benefit from our expertise in fracturing of horizontal and vertical oil- and natural gas-producing wells in shale and other unconventional geological formations.

The process of hydraulic fracturing involves pumping a highly viscous, pressurized fracturing fluid—typically a mixture of water, chemicals and guar—into a well casing or tubing in order to fracture underground mineral formations. These fractures release trapped hydrocarbon particles and free a channel for the oil or natural gas to flow freely to the wellbore for collection. Fracturing fluid mixtures include proppant which become lodged in the cracks created by the hydraulic fracturing process, “propping” them open to facilitate the flow of hydrocarbons upward through the well. Proppant generally consists of raw sand, resin-coated sand or ceramic particles. The fracturing fluid is engineered to lose viscosity, or “break,” and is subsequently removed from the formation, leaving the proppant suspended in the mineral fractures. Once our customer has flushed the fracturing fluids from the well using a controlled flow-back process, the customer manages fluid and water removal.

Our technologically advanced fleets consist of mobile hydraulic fracturing units and other auxiliary heavy equipment to perform fracturing services. Our hydraulic fracturing units consist primarily of high-pressure hydraulic pumps, diesel engines, radiators and other supporting equipment that are typically mounted on flat-bed trailers. We refer to the group of units and other equipment, such as blenders, data vans, sand storage, tractors, manifolds and high pressure fracturing iron, which are necessary to perform a typical fracturing job as a “fleet,” and the personnel assigned to each fleet as a “crew.” We have 23 hydraulic fracturing fleets, of which 13 were deployed as of November 30, 2016 with crews ranging from 24 to 55 employees each.

An important element of hydraulic fracturing services is determining the proper fracturing fluid, proppant and injection program to maximize results. Our field engineering personnel provide technical evaluation and job design recommendations for customers as an integral element of our hydraulic fracturing service. Technological developments in the industry over the past several years have focused on proppant density control, liquid gel concentration capabilities, computer design and monitoring of jobs and clean-up properties for fracturing fluids.

Wireline Technologies . Our wireline services involve the use of a single truck equipped with a spool of wireline that is unwound and lowered into oil and natural gas wells to convey specialized tools or equipment for well completion, well intervention, pipe recovery and reservoir evaluation purposes. We typically provide our wireline services in conjunction with our hydraulic fracturing services in “plug-and-perf” well completions to maximize efficiency for our customers. “Plug-and-perf” is a multi-stage well completion technique for cased-hole wells that consists of pumping a plug and perforating guns to a specified depth. Once the plug is set, the zone is perforated and the tools are removed from the well, a ball is pumped down to isolate the zones below the plug and the hydraulic fracturing treatment is applied. The ball-activated plug diverts fracturing fluids through the perforations into the formation. Our ability to provide both the wireline and hydraulic fracturing services required for a “plug-and-perf” completion increases efficiencies for our customers by reducing downtime between each process, which in turn allows us to complete more stages in a day and ultimately reduces the number of days it takes our customer to complete a well. We have 23 wireline units, of which eight were deployed as of November 30, 2016 with crews of approximately 10 to 12 employees each.

Other Services

Coiled Tubing . We provide various coiled tubing services to facilitate well servicing and workover operations as well as the completion of horizontal wells. Coiled tubing services involve the use of a flexible, continuous metal pipe spooled on a large reel which is then lowered into oil and natural gas wells to perform various workover applications, including wellbore clean outs and maintenance, nitrogen services, thru-tubing fishing, and formation stimulation using acid and other chemicals. Advantages of utilizing coiled tubing over a more costly workover rig include: (i) the smaller size and mobility of a coiled tubing unit compared to a workover rig, (ii) the ability to perform workover applications without having to “shut-in” the well during such operations, (iii) the ability to reel continuous coiled tubing in and out of a well significantly faster than conventional pipe, and (iv) the ability to direct fluids into a wellbore with more precision. Larger diameter coiled tubing units have recently been utilized for horizontal well completion applications such as (i) the drill out of temporary isolation plugs that separate frac zones, (ii) the clean out of the well for final production after the hydraulic fracturing job has been completed and (iii) in conjunction with hydraulic fracturing operations to stimulate zones not requiring high pressures or significant proppant volume. We currently have four coiled tubing crews of approximately 15 employees each and a fleet of seven modern coiled tubing units capable of reaching the depths of over 90% of the wells completed in the key basins where we operate.

Drilling, Cementing, Acidizing and Nitrogen Services . We are also equipped to offer our customers drilling, cementing, acidizing and nitrogen-based well stimulation services.

Properties and Equipment

Properties

Our principal properties include our corporate headquarters, district offices, sales offices and our engineering and technology facility, as well as the hydraulic fracturing units and other equipment and vehicles operating out of these facilities. We believe our facilities are in good condition and suitable for our current operations. Below is a table detailing our properties in the United States:


Location	Own/ Lease	Purpose	Service	Active/ Idle	Size (sqft/acres)
Houston, TX	Lease	Executive / Finance	N/A	Active	9,998 sqft
Houston, TX	Lease	Executive / Finance	N/A	Idle	27,700 sqft
Oklahoma City, OK	Lease	Sales Office	Sales	Idle	3,366 sqft
Denver, CO	Lease	Sales Office	Sales	Active	2,377 sqft
Pittsburgh, PA	Lease	Sales Office	Sales	Active	2,300 sqft
Pittsburgh, PA	Lease	Sales Office	Sales	Idle	3,900 sqft
The Woodlands, TX	Lease	Engineering & Technology	N/A	Active	23,040 sqft
Mansfield, PA	Own	Field Operations	Hydraulic Fracturing, Wireline	Active	30,200 sqft/77.0 acres
Odessa, TX	Own	Field Operations	Hydraulic Fracturing, Wireline, Coiled Tubing	Active	97,006 sqft/40.0 acres
Mill Hall, PA	Lease	Field Operations	Hydraulic Fracturing, Wireline, Coiled Tubing	Active	64,000 sqft/8.2 acres
Monessen, PA	Lease	Field Operations	Frac	Idle	78,220 sqft/7.9 Acres
New Stanton, PA	Lease	Field Operations	Hydraulic Fracturing, Wireline	Active	20,126 sqft/7.5 Acres
Williston, ND	Lease	Field Operations	Hydraulic Fracturing, Wireline	Active	25,000 sqft/7.0 Acres
Mathis, TX	Own	Field Operations	Hydraulic Fracturing, Coiled Tubing	Active	66,725 sqft/47.4 acres
Springtown, TX	Own	Field Operations	Hydraulic Fracturing	Active	29,855 sqft/14.7 acres
Shawnee, OK	Own	Field Operations	Hydraulic Fracturing	Active	39,100 sqft/56.1 acres
Searcy, AR	Own	Field Operations	Hydraulic Fracturing	Idle	33,190 sqft/10.2 acres
Woodward, OK	Own	Field Operations	Hydraulic Fracturing	Idle	33,273 sqft/24.2 acres
Roanoke, TX	Lease	Warehouse	Hydraulic Fracturing, Wireline, Coiled Tubing	Active	49,500 sqft

Equipment

We have approximately 944,250 hydraulic horsepower and can deploy up to 23 fleets, of which 13 fleets were deployed as of November 30, 2016. Our hydraulic fracturing equipment consists of modern units specially designed to handle well completions with long lateral segments and multiple fracturing stages in high-pressure and unconventional formations. We also maintain a fleet of 23 wireline units (of which eight were deployed as of November 30, 2016), seven coiled tubing units, 14 cementing units and two fit-for-purpose Schramm rigs for top-hole air drilling.

Each hydraulic fracturing fleet also includes the necessary blending units, manifolds, data vans and other ancillary equipment. We have the flexibility to allocate pressure pumps and other equipment among our fleets as needed to satisfy customer demand.

Our hydraulic fracturing equipment is comprised of components sourced from manufacturers including Caterpillar, Inc., Cummins, Inc. and Gardner Denver, Inc. and was assembled by various North American companies including Surefire Industries, LLC and UE Manufacturing, LLC. We historically have purchased the majority of our wireline, coiled tubing and cementing units from System One MFG Inc., Surefire Industries, LLC and Peerless Limited, respectively. Our company is not dependent on any one company for the source of our components and assembly of our equipment. We believe our equipment is in good condition and suitable for our current operations.

Customers

Our customers primarily include major integrated and large independent oil and natural gas exploration and production companies. For the year ended December 31, 2015, on an actual basis, our top four customers, EQT Production Company, Shell Exploration & Production, XTO Energy and Southwestern Energy Company, collectively accounted for approximately 90% of total revenues. For the year ended December 31, 2015, on pro forma basis, our top three customers, EQT Production Company, XTO Energy and Seneca Resources Corporation, collectively accounted for approximately 41% of total revenues. For the nine months ended September 30, 2016, our top three customers, Shell Exploration & Production, XTO Energy and Seneca Resources Corporation, collectively accounted for approximately 52% and 49% of total revenues on an actual and pro forma basis, respectively. During the year ended December 31, 2015, on an actual and pro forma basis, and during the nine months ended September 30, 2016, on an actual and pro forma basis, no other customers accounted for 10% or more of our revenues.

Suppliers

We purchase the materials used in our hydraulic fracturing, wireline and other services from various suppliers. In March 2016, in connection with the Trican transaction, Keane received the right to use certain Trican proprietary fracking-related fluids as of the closing date of the Trican transaction, such as MVP Frac ^™ and TriVert ^™ (the “Fracking Fluids”), for Keane’s pressure pumping services to its customers, which license does not allow Keane to manufacture the Fracking Fluids but allows Keane to purchase the Fracking Fluids from Trican’s suppliers. See “Certain Relationships and Related Party Transactions—The Trican Transaction.”

During the year ended December 31, 2015, we purchased 5% or more of our materials or equipment, as a percentage of overall costs, from each of Surefire Industries, LLC, Santrol, D & I Silica LLC and Precision Additives Inc., on an actual basis, and each of Preferred Pipeline and Pattison Sand Company, LLC, on a pro forma basis. During the nine months ended September 30, 2016, we purchased more than 5% of our materials or equipment, as a percentage of overall costs, from each of Eastham Machining International, Gardner Denver and Vista Sand, on an actual basis, and each of Gardner Denver and Vista Sand, on a pro forma basis.

We purchase a wide variety of raw materials, parts and components that are manufactured and supplied for our operations. We are not dependent on any single source of supply for those parts, supplies or materials. To date, we have generally been able to obtain the equipment, parts and supplies necessary to support our operations on a timely basis. While we believe that we will be able to make satisfactory alternative arrangements in the event of any interruption in the supply of these materials and/or products by one of our suppliers, we may not always be able to make alternative arrangements in the event of any interruption or shortage in the supply of certain of our materials. In addition, certain materials for which we do not currently have long-term supply agreements, such as guar (which experienced a shortage and significant price increase in 2012), could experience shortages and significant price increases in the future. As a result, we may be unable to mitigate any future supply shortages and our results of operations, prospects and financial condition could be adversely affected.

Competition

The markets in which we operate are highly competitive. We provide services in various geographic regions across the United States, and our competitors include many large and small oilfield service providers, including some of the largest integrated service companies. Our integrated hydraulic fracturing and wireline services compete with large, integrated companies such as Halliburton Company, Schlumberger Limited, Baker Hughes Incorporated and Weatherford International plc., as well as other companies such as RPC, Inc., Superior Energy Services, Inc., C&J Energy Services, Inc., Basic Energy Services, Inc. and FTS International, Inc. Our hydraulic fracturing services also compete with Calfrac Well Services Ltd., U.S. Well Services, Patterson-UTI Energy, Inc., ProPetro Services, Inc., Liberty Oilfield Services and Seventy Seven Energy Inc. In addition, the business segments in which we compete are highly fragmented. We also compete regionally with a significant number of smaller service providers.

We believe that the principal competitive factors in the markets we serve are technical expertise, equipment capacity, work force competency, efficiency, safety record, reputation, experience and price. Additionally, projects are often awarded on a bid basis, which tends to create a highly competitive environment. While we seek to be competitive in our pricing, we believe many of our customers elect to work with us based on safety, performance and quality of our crews, equipment and services. We seek to differentiate ourselves from our competitors by delivering the highest-quality services and equipment possible, coupled with superior execution and operating efficiency in a safe working environment.

Cyclical Nature of Industry

We operate in a highly cyclical industry. The key factor driving demand for our services is the level of drilling activity by E&P companies, which in turn depends largely on current and anticipated future crude oil and natural gas prices and production depletion rates. Global supply and demand for oil and the domestic supply and demand for natural gas are critical in assessing industry outlook. Demand for oil and natural gas is cyclical and subject to large, rapid fluctuations. Producers tend to increase capital expenditures in response to increases in oil and natural gas prices, which generally results in greater revenues and profits for oilfield service companies such as ours. Increased capital expenditures also ultimately lead to greater production, which historically has resulted in increased supplies and reduced prices which in turn tend to reduce demand for oilfield services. For these reasons, the results of our operations may fluctuate from quarter to quarter and from year to year, and these fluctuations may distort comparisons of results across periods.

Employees

As of September 30, 2016, we employed 1,251 people, of which approximately 77% are compensated on an hourly basis. Our future success will depend partially on our ability to attract, retain and motivate qualified personnel. Our employees are not covered by collective bargaining agreements, nor are they members of labor unions. We consider our relationship with our employees to be satisfactory.

Seasonality

Weather conditions affect the demand for, and prices of, oil and natural gas and, as a result, demand for our services. Demand for oil and natural gas is typically higher in the fourth and first quarters resulting in higher prices. Due to these seasonal fluctuations, results of operations for individual quarterly periods may not be indicative of the results that may be realized on an annual basis.

Insurance

Our operations are subject to hazards inherent in the oil and natural gas industry, including accidents, blowouts, explosions, craterings, fires, oil spills and hazardous materials spills. These conditions can cause personal injury or loss of life, damage to or destruction of property, equipment, the environment and wildlife, and interruption or suspension of operations, among other adverse effects. In addition, claims for loss of oil and natural gas production and damage to formations can occur in the well services industry. If a serious accident were to occur at a location where our equipment and services are being used, it could result in our being named as a defendant to a lawsuit asserting significant claims.

Despite our efforts to maintain high safety standards, we from time to time have suffered accidents in the past and we anticipate that we could experience accidents in the future. In addition to the property and personal losses from these accidents, the frequency and severity of these incidents affect our operating costs and insurability, as well as our relationships with customers, employees and regulatory agencies. Any significant increase in the frequency or severity of these incidents, or the general level of compensation awards, could adversely affect the cost of, or our ability to obtain, workers’ compensation and other forms of insurance, and could have other adverse effects on our financial condition and results of operations.

We carry a variety of insurance coverages for our operations, and we are partially self-insured for certain claims, in amounts that we believe to be customary and reasonable. However, our insurance may not be sufficient to cover any particular loss or may not cover all losses. Historically, insurance rates have been subject to various market fluctuations that may result in less coverage, increased premium costs, or higher deductibles or self-insured retentions.

Our insurance includes coverage for commercial general liability, damage to our real and personal property, damage to our mobile equipment, pollution liability (covering both third-party liabilities and first-party site specific property damage), workers’ compensation and employer’s liability, auto liability and other specialty risks. Our insurance includes various limits and deductibles or self-insured retentions, which must be met prior to, or in conjunction with, recovery. Specifically, our commercial general liability policy provides for a limit of $2 million per occurrence and $4 million per project in the aggregate. Our excess liability program is structured in three layers: the lead policy provides for a limit of $5 million per occurrence and $5 million in the aggregate, with a $10,000 self-insured retention per incident; the second layer provides for a limit of $20 million per occurrence and $20 million in the aggregate, with a $10,000 self-insured retention per incident; and the third layer provides for a limit of $50 million per occurrence and $50 million in the aggregate, with a $10,000 self-insured retention per incident.

To cover potential pollution risks, our commercial generally liability policy is endorsed with sudden and accidental coverage and our excess liability policies provide additional limits of liability for covered sudden and accidental pollution losses. Additionally, we maintain a contractors’ pollution liability program that provides for a total limit of $20 million per incident and $20 million in the aggregate with a self-insured retention of $100,000 per incident for both sudden and gradual pollution liability. We also maintain $75 million in excess insurance over the contractors’ pollution liability policy for sudden pollution incidents.

In addition, we maintain site specific pollution insurance that provides for a limit of $10 million per incident and $10 million in the aggregate with a $100,000 deductible per incident for both on and off-site clean-up as well as third-party property damage and bodily injury. Our site-specific pollution coverage affords third-party liability and first party clean-up coverage. Our contractors’ pollution liability insurance covers liabilities associated with our hydraulic fracturing operations in the field, while our site-specific pollution insurance covers liabilities arising from insured locations. The insured locations are properties that we own or lease.

Environmental Regulation

Our operations are subject to stringent federal, state and local laws regulating the discharge of materials into the environment or otherwise relating to health and safety or the protection of the environment. Numerous governmental agencies, such as the EPA, issue regulations to implement and enforce these laws, which often require costly compliance measures. Failure to comply with these laws and regulations may result in the assessment of substantial administrative, civil and criminal penalties, expenditures associated with exposure to hazardous materials, remediation of contamination, property damage and personal injuries, imposition of bond requirements, as well as the issuance of injunctions limiting or prohibiting our activities. In addition, some laws and regulations relating to protection of the environment may, in certain circumstances, impose strict liability for environmental contamination, rendering a person liable for environmental damages and clean-up costs without regard to negligence or fault on the part of that person. Strict adherence with these regulatory requirements increases our cost of doing business and consequently affects our profitability. However, environmental laws and regulations have been subject to frequent changes over the years, and the imposition of more stringent requirements could have a material adverse effect on our business, financial condition and results of operations.

The Comprehensive Environmental Response, Compensation and Liability Act, referred to as “CERCLA” or the Superfund law, and comparable state laws impose liability on certain classes of persons that are considered to be responsible for the release of hazardous or other state-regulated substances into the environment. These persons include the current or former owner or operator of the site where the release occurred and the parties that disposed or arranged for the disposal or treatment of hazardous or other state-regulated substances that have been

released at the site. Under CERCLA, these persons may be subject to strict liability, joint and several liability, or both, for the costs of investigating and cleaning up hazardous substances that have been released into the environment, damages to natural resources and health studies without regard to fault. In addition, companies that incur liability frequently confront claims by neighboring landowners and other third parties for personal injury and property damage allegedly caused by the release of hazardous or other regulated substances or pollutants into the environment.

The federal Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976, (“RCRA”) and analogous state law generally excludes oil and gas exploration and production wastes (e.g., drilling fluids, produced waters) from regulation as hazardous wastes. However, these wastes remain subject to potential regulation as solid wastes under RCRA and as hazardous waste under other state and local laws. Moreover, wastes from some of our operations (such as, but not limited to, our chemical development, blending and distribution operations as well as some maintenance and manufacturing operations) are or may be regulated under RCRA and analogous state law under certain circumstances. Further, any exemption or regulation under RCRA does not alter treatment of the substance under CERCLA.

From time to time, releases of materials or wastes have occurred at locations we own or at which we have operations. These properties and the materials or wastes released thereon may be subject to CERCLA, RCRA, the federal Clean Water Act, the SDWA, and analogous state laws. Under these laws or other laws and regulations, we have been and may be required to remove or remediate these materials or wastes and make expenditures associated with personal injury or property damage. At this time, with respect to any properties where materials or wastes may have been released, it is not possible to estimate the potential costs that may arise from unknown, latent liability risks. However, at this time, we have not been made aware of any such releases.

There has been increasing public controversy regarding hydraulic fracturing with regard to the use of fracturing fluids, impacts on drinking water supplies, use of water and the potential for impacts to surface water, groundwater and the environment generally. Companion bills entitled the Fracturing Responsibility and Awareness Chemicals Act (“FRAC Act”) were reintroduced in the House of Representatives in May 2013 and in the United States Senate in June 2013. If the FRAC Act and other similar legislation pass, the legislation could significantly alter regulatory oversight of hydraulic fracturing. Currently, unless the fracturing fluid used in the hydraulic fracturing process contains diesel fuel, hydraulic fracturing operations are exempt from permitting under the Underground Injection Control (“UIC”) program in the SDWA. The FRAC Act would remove this exemption and subject hydraulic fracturing operations to permitting requirements under the UIC program. The FRAC Act and other similar bills propose to also require persons conducting hydraulic fracturing to disclose the chemical constituents of their fracturing fluids to a regulatory agency, although they would not require the disclosure of the proprietary formulas except in cases of emergency. Currently, several states already require public disclosure of non-proprietary chemicals on FracFocus.org and other equivalent Internet sites. Disclosure of our proprietary chemical formulas to third parties or to the public, even if inadvertent, could diminish the value of those formulas and could result in competitive harm to our business. At this time, it is not clear what action, if any, the United States Congress will take on the FRAC Act or other related federal and state bills, or the ultimate impact of any such legislation.

If the FRAC Act or similar legislation becomes law, or the Department of the Interior or another federal agency asserts jurisdiction over certain aspects of hydraulic fracturing operations, additional regulatory requirements could be established at the federal level that could lead to operational delays or increased operating costs, making it more difficult to perform hydraulic fracturing and increasing the costs of compliance and doing business for us and our customers. States in which we operate have considered and may again consider legislation that could impose additional regulations and/or restrictions on hydraulic fracturing operations. At this time, it is not possible to estimate the potential impact on our business of these state actions or the enactment of additional federal or state legislation or regulations affecting hydraulic fracturing. Our compliance, or the consequences of any failure to comply, could have a material adverse effect on our business, financial condition and operational results.

In addition, at the direction of Congress, the EPA undertook a study of the potential impacts of hydraulic fracturing on drinking water and groundwater and issued its report in December of 2016. The EPA report states that there is scientific evidence that hydraulic fracturing activities can impact drinking resources under some circumstances, and identifies certain conditions in which the EPA believes the impact of such activities on drinking water and groundwater can be more frequent or severe. The EPA study could spur further initiatives to regulate hydraulic fracturing under the SDWA or otherwise. Similarly, other federal and state studies, such as those currently being conducted by, for example, the Secretary of Energy’s Advisory Board and the New York Department of Environmental Conservation, may recommend additional requirements or restrictions on hydraulic fracturing operations.

The federal Clean Air Act and comparable state laws regulate emissions of various air pollutants through air emissions permitting programs and the imposition of other requirements. In addition, the EPA has developed and continues to develop stringent regulations governing emissions of toxic air pollutants from specified sources. We are or may be required to obtain federal and state permits in connection with certain operations of our manufacturing and maintenance facilities. These permits impose certain conditions and restrictions on our operations, some of which require significant expenditures for filtering or other emissions control devices at each of our manufacturing and maintenance facilities. Changes in these requirements, or in the permits we operate under, could increase our costs or limit certain activities. Additionally, the EPA’s Transition Program for Equipment Manufacturers regulations apply to certain off-road diesel engines used by us to power equipment in the field. Under these regulations, we are subject to certain requirements with respect to retrofitting or retiring certain engines, and we are limited in the number of new non-compliant off-road diesel engines we can purchase. Engines that are compliant with the current emissions standards can be costlier and can be subject to limited availability. It is possible that these regulations could limit our ability to acquire a sufficient number of diesel engines to expand our fleet and/or upgrade our existing equipment by replacing older engines as they are taken out of service.

Exploration and production activities on federal lands may be subject to the National Environmental Policy Act (“NEPA”). NEPA requires federal agencies, including the Department of Interior, to evaluate major agency actions that have the potential to significantly impact the environment. In the course of such evaluations, an agency will prepare an environmental assessment that assesses the potential direct, indirect and cumulative impacts of a proposed project and, if necessary, will prepare a more detailed environmental impact statement that may be made available for public review and comment. All of our activities and our customers’ current exploration and production activities, as well as proposed exploration and development plans, on federal lands require governmental permits that are subject to the requirements of NEPA. This process has the potential to delay the development of oil and natural gas projects.

Various state and federal statutes prohibit certain actions that adversely affect endangered or threatened species and their habitat, migratory birds, wetlands and natural resources. These statutes include the Endangered Species Act, the Migratory Bird Treaty Act, the Clean Water Act and CERCLA. Government entities or private parties may act to prevent oil and gas exploration activities or seek damages where harm to species, habitat or natural resources may result from the filling of jurisdictional streams or wetlands or the construction or release of oil, wastes, hazardous substances or other regulated materials. At this time, it is not possible to estimate the potential impact on our business of these speculative federal, state or private actions or the enactment of additional federal or state legislation or regulations with respect to these matters. However, compliance or the consequences of any failure to comply by us could have a material adverse effect on our business, financial condition and operational results.

The EPA has proposed and finalized a number of rules requiring various industry sectors to track and report, and, in some cases, control greenhouse gas emissions. The EPA’s Mandatory Reporting of Greenhouse Gases Rule was published in October 2009. This rule requires large sources and suppliers in the United States to track and report greenhouse gas emissions. In June 2010, the EPA’s Greenhouse Gas Tailoring Rule became effective. For this rule to apply initially, the source must already be subject to the Clean Air Act Prevention of Significant

Deterioration program or Title V permit program; we are not currently subject to either Clean Air Act program. On November 8, 2010, the EPA finalized a rule that sets forth reporting requirements for the petroleum and natural gas industry. Among other things, this final rule requires persons that hold state permits for onshore oil and gas exploration and production and that emit 25,000 metric tons or more of carbon dioxide equivalent per year to annually report carbon dioxide, methane and nitrous oxide combustion emissions from (1) stationary and portable equipment and (2) flaring. Under the final rule, our customers may be required to include calculated emissions from our hydraulic fracturing equipment located on their well sites in their emission inventory.

The trajectory of future greenhouse regulations remains unsettled. In March 2014, the White House announced its intention to consider further regulation of methane emissions from the oil and gas sector. It is unclear whether Congress will take further action on greenhouse gases, for example, to further regulate greenhouse gas emissions or alternatively to statutorily limit the EPA’s authority over greenhouse gases. Even without federal legislation or regulation of greenhouse gas emissions, states may pursue the issue either directly or indirectly. Restrictions on emissions of methane or carbon dioxide that may be imposed in various states could adversely affect the oil and natural gas industry and, therefore, could reduce the demand for our products and services.

Climate change regulation may also impact our business positively by increasing demand for natural gas for use in producing electricity and as a transportation fuel. Currently, our operations are not materially adversely impacted by existing state and local climate change initiatives. At this time, we cannot accurately estimate how potential future laws or regulations addressing greenhouse gas emissions would impact our business.

We seek to minimize the possibility of a pollution event through equipment and job design, as well as through training employees. We also maintain a pollution risk management program in the event a pollution event occurs. This program includes an internal emergency response plan that provides specific procedures for our employees to follow in the event of a chemical release or spill. In addition, we have contracted with several third-party emergency responders in our various operating areas that are available on a 24-hour basis to handle the remediation and clean-up of any chemical release or spill. We carry insurance designed to respond to foreseeable environmental pollution events. This insurance portfolio has been structured in an effort to address pollution incidents that result in bodily injury or property damage and any ensuing clean up required at our owned facilities, as a result of the mobilization and utilization of our fleets, as well as any environmental claims resulting from our operations. See “—Insurance.”

We also seek to manage environmental liability risks through provisions in our contracts with our customers that generally allocate risks relating to surface activities associated with the fracturing process, other than water disposal, to us and risks relating to “down-hole” liabilities to our customers. Our customers are responsible for the disposal of the fracturing fluid that flows back out of the well as waste water, for which they use a controlled flow-back process. We are not involved in that process or the disposal of the fluid. Our contracts generally require our customers to indemnify us against pollution and environmental damages originating below the surface of the ground or arising out of water disposal, or otherwise caused by the customer, other contractors or other third parties. In turn, we generally indemnify our customers for pollution and environmental damages originating at or above the surface caused solely by us. We seek to maintain consistent risk-allocation and indemnification provisions in our customer agreements to the extent possible. Some of our contracts, however, contain less explicit indemnification provisions, which typically provide that each party will indemnify the other against liabilities to third parties resulting from the indemnifying party’s actions, except to the extent such liability results from the indemnified party’s gross negligence, willful misconduct or intentional act.

Safety and Health Regulation

We are subject to the requirements of the federal Occupational Safety and Health Act, which is administered and enforced by the Occupational Safety and Health Administration, commonly referred to as OSHA, and comparable state laws that regulate the protection of the health and safety of workers. In addition, the OSHA

hazard communication standard requires that information be maintained about hazardous materials used or produced in operations and that this information be provided to employees, state and local government authorities and the public. We believe that our operations are in substantial compliance with the OSHA requirements, including general industry standards, record keeping requirements and monitoring of occupational exposure to regulated substances. OSHA continues to evaluate worker safety and to propose new regulations, such as but not limited to, the proposed new rule regarding respirable silica sand. Although it is not possible to estimate the financial and compliance impact of the proposed respirable silica sand rule or any other proposed rule, the imposition of more stringent requirements could have a material adverse effect on our business, financial condition and results of operations.

Intellectual Property

Our engineering and technology efforts are focused on providing cost-effective solutions to the challenges our customers face when fracturing and stimulating wells. In connection with the Trican transaction, we acquired our Engineered Solutions Center, which we believe provides value-added capabilities to both our new and existing customers. We believe our Engineered Solutions Center enables us to support our customers’ technical specifications with a focus on reducing costs and increasing production. As pressure pumping complexity increases and the need for comprehensive, solution-driven approaches grows, our Engineered Solutions Center is able to meet our customers’ business objectives cost-effectively by offering flexible design solutions that package our services with new and existing product offerings. Our Engineered Solutions Center is focused on providing (1) economical and effective fracture designs, (2) enhanced fracture stimulation methods, (3) next-generation fluids and technologically advanced diverting agents, such as MVP Frac ^™ and TriVert ^™ , which we received the right to use as part of the Trican transaction, (4) dust control technologies and (5) customized solutions to individual customer and reservoir requirements.

In addition, in connection with the Trican transaction, we acquired ownership of substantially all intellectual property relating primarily to Trican’s United States oilfield services business, which includes know-how, trade secrets, formulas, processes, customer lists and other non-registered intellectual property primarily used in connection with that business. Keane also entered into two fully paid-up, perpetual, non-exclusive licenses to certain intellectual property owned by Trican or its affiliates, other than the Acquired Trican Intellectual Property (as defined herein). See “Certain Relationships and Related Party Transactions—Trican Transaction” for more information. We believe that the proprietary technology and engineering capabilities acquired in the Trican transaction have enhanced our integrated services solutions and better positioned our company to meet our customers’ technical demands.

We believe the information regarding our customer and supplier relationships are also valuable proprietary assets. We have pending applications and registered trademarks for various names under which our entities conduct business or provide products or services. Except for the foregoing, we do not own or license any patents, trademarks or other intellectual property that we believe to be material to the success of our business.

Legal Proceedings

Due to the nature of our business, we are, from time to time and in the ordinary course of business, involved in routine litigation or subject to disputes or claims related to our business activities, including workers’ compensation claims and employment-related disputes. In the opinion of our management, none of the pending litigation, disputes or claims against us, if decided adversely, will have a material adverse effect individually or in the aggregate on our financial condition, cash flows or results of operations.

MANAGEMENT

Executive Officers and Directors

The following table sets forth information regarding our board of directors and executive officers upon completion of this offering.


Name	Age ^†	Position
James C. Stewart	54	Chairman and Chief Executive Officer
Gregory L. Powell	41	President and Chief Financial Officer
M. Paul DeBonis Jr.	57	Chief Operating Officer
Kevin M. McDonald	49	Executive Vice President, General Counsel & Secretary
James J. Venditto	64	Vice President, Engineering and Technology
Ian J. Henkes	44	Vice President, Human Resources
Marc G. R. Edwards*(a)(b)(d)	55	Lead Director
Lucas N. Batzer(c)	33	Director
Dale M. Dusterhoft(b)(d)	55	Director
James E. Geisler(a)(c)	50	Director
Lisa A. Gray(c)(d)	61	Director
Gary M. Halverson*(a)(d)	58	Director
Shawn Keane(b)	50	Director
Elmer D. Reed*(c)	67	Director
Lenard B. Tessler	64	Director
Scott Wille(b)	35	Director

†

As of September 30, 2016

Independent Director

(a)

Member, Audit and Risk Committee

(b)

Member, Compensation Committee

(c)

Member, Compliance Committee

(d)

Member, Nominating and Corporate Governance Committee

Executive Officer and Director Biographies

James C. Stewart , Chairman and Chief Executive Officer . Mr. Stewart became the Chairman and Chief Executive Officer of Keane in March 2011. Prior to joining Keane, from 2007 to 2009, he served as the President and Chief Executive Officer of a privately held international drilling company. From 2006 to 2007, Mr. Stewart served as Vice President of Integrated Drilling Services for Weatherford International plc, based in London and Dubai, where he created and managed a global business unit that included a 50-rig international land contract drilling group and a global project management team. Mr. Stewart began his career with Schlumberger Limited, where he held senior leadership positions across the globe over the span of 22 years. Mr. Stewart’s qualifications to serve as Chairman and Chief Executive Officer include his broad leadership experience with oilfield services, as well as his long tenure and successes in the oil and natural gas market.

Gregory L. Powell , President and Chief Financial Officer . Mr. Powell has served as Chief Financial Officer of Keane since March 2011. He previously held the title of Vice President between March 2011 and July 2015, when he became President. Prior to joining Keane, Mr. Powell served as an Operations Executive for Cerberus from 2006 to March 2011. During his tenure at Cerberus, he was responsible for evaluating new investments and partnering with portfolio companies to maximize value creation. Mr. Powell previously served on the board of directors and audit committee of Tower International, Inc., a manufacturer of engineered structural metal components and assemblies. Prior to joining Cerberus, Mr. Powell spent ten years with General Electric, starting with global leadership training and growing into various leadership roles in Finance and Mergers and Acquisitions, with his last role being Chief Financial Officer for GE Aviation—Military Systems.

M. Paul DeBonis Jr. , Chief Operating Officer . Mr. DeBonis has served as Chief Operating Officer of Keane since May 2011. Prior to joining Keane, he served as President of Big Country Energy Services USA LP from May 2010 to May 2011 and as President of Pure Energy Services (USA), Inc. from June 2005 to May 2010. He previously served as Oilfield Services Marketing Manager at Schlumberger Limited. Mr. DeBonis started his oil and gas career with Dowell Services in the fracturing and cementing departments. He has worked in several basins throughout the United States and Canada. Mr. DeBonis was a Schlumberger Field Engineer Graduate in 1985. Mr. DeBonis has authored and published two papers related to hydraulic fracturing for the Society of Petroleum Engineers.

Kevin M. McDonald , Executive Vice President, General Counsel & Secretary . Mr. McDonald has served as Keane’s Executive Vice President, General Counsel & Secretary since November 2016. Prior to joining Keane, he served in leadership roles at Marathon Oil Corporation from 2012 to 2016, including as Deputy General Counsel of Corporate Legal Services and Government Relations, Deputy General Counsel of Governance, Compliance & Corporate Services and Assistant General Counsel. He practiced as a partner at the international law firm Fulbright & Jaworski LLP (now Norton Rose Fulbright LLP) in 2012. Mr. McDonald previously held various counsel positions, including President & Chief Executive Officer and acting General Counsel at Arms of Hope, a non-profit organization, from 2008 to 2012, Senior Vice President, General Counsel & Chief Compliance Officer at Cooper Industries between from 2006 to 2008, Associate General Counsel at Anadarko Petroleum from 2006 to 2008 and Managing Counsel (Litigation) at Valero Energy from 2002 to 2004. Mr McDonald began his career as an associate at Norton Rose Fulbright LLP between 1992 and 2001.

James J. Venditto , Vice President, Engineering and Technology . Mr. Venditto joined Keane in March 2016, following Keane’s acquisition of the Acquired Trican Operations. At Trican, he had served as Vice President of Technical Services from July 2011 to March 2016. Prior to that, Mr. Venditto worked for Anadarko Petroleum as a Project Production Engineering Advisor from July 2010 to July 2011 and as a Senior Staff Engineer from November 2009 to July 2010. Mr. Venditto has also held numerous technical positions with Shell Oil Company. Mr. Venditto is a member of the Society of Petroleum Engineers. He has authored articles in more than 25 technical publications and has more than 25 issued U.S. patents, many of which are related to hydraulic fracturing.

Ian J. Henkes , Vice President, Human Resources . Mr. Henkes has served as Keane’s Vice President for Human Resources since February 2016. Prior to joining Keane, he served as Human Resources Manager for Schlumberger’s Drilling & Measurements global businesses from August 2014 to February 2016, as Vice President for North America at Pathfinder Energy Services from January 2013 to September 2014 and as Personnel Manager at Pathfinder Energy Services from September 2012 to December 2012. Prior to joining Pathfinder Energy Services, Mr. Henkes served in various roles at Schlumberger from 1994 to 2012.

Marc G. R. Edwards , Lead Director . Mr. Edwards has served as President and Chief Executive Officer of Diamond Offshore Drilling, Inc., a deepwater water drilling contractor, since 2014. He previously spent 30 years at Halliburton Company, where he worked in various roles, most recently as Senior Vice President of the Completion and Production Division. Mr. Edwards developed an extensive background in the global energy industry during his tenure at Halliburton, which enables him to provide important contributions and a new perspective to our board of directors. His day-to-day leadership experience gives him invaluable insight regarding the operations of an oilfield services company.

Lucas N. Batzer , Director . Mr. Batzer has served as a member of Keane’s board of directors since March 2016. He currently serves as a Senior Vice President of Private Equity at Cerberus, which he joined in August 2009. Prior to joining Cerberus, Mr. Batzer worked as an analyst at The Blackstone Group from 2007 to 2009. He has served on the boards of directors of ABC Group and Reydel Automotive, two automotive component suppliers, since June 2016 and November 2014, respectively. Mr. Batzer’s experience in the private equity industry, board experience and comprehensive knowledge of our business and operational strategy, positions him as an important resource on our board of directors.

Dale M. Dusterhoft , Director . Mr. Dusterhoft has served as a member of Keane’s board of directors since March 2016 and currently serves as Chief Executive Officer and as a director of Trican, which he joined at its inception in 1996. He has served on the board of directors of Trican since August 2009. Prior to becoming Chief Executive Officer of Trican, Mr. Dusterhoft was the Company’s Senior Vice President of Technical Services. Before joining Trican, Mr. Dusterhoft worked for 12 years with a major Canadian pressure pumping company, where he held management positions in Operations, Sales and Engineering. Mr. Dusterhoft serves on the board of the Alberta Children’s Hospital Foundation and the Calgary Petroleum Club. In addition, Mr. Dusterhoft is a past President of the Canadian Association of Drilling Engineers, the Canadian Section of the Society of Petroleum Engineers and a past member of the Industry Advisory Board of the Schulich School of Engineering at the University of Calgary. Mr. Dusterhoft’s years of leadership and operational experience in large, successful enterprises in the oil industry is valuable to our board of directors’ understanding of the industry.

James E. Geisler , Director . Mr. Geisler has served as a member of Keane’s board of directors since April 2016. Mr. Geisler currently serves as an Executive Vice Chairman of Cerberus Operations and Advisory Company, LLC (“COAC”), an affiliate of Cerberus. He joined Cerberus in June 2014 and is currently serving as the interim Chief Executive Officer of DynCorp, a Cerberus portfolio company. Prior to joining Cerberus, Mr. Geisler served as both Chief Operating Officer and Chief Financial Officer of CreoSalus. From 1993 to 2009, he held several positions at United Technologies Corporation including Co-Chief Financial Officer and head of Acquisitions and Strategy. Mr. Geisler began his career at General Electric Company. He currently serves as Chairman of the Board of DynCorp and on the board of directors of three Cerberus portfolio companies, including PaxVax, Inc., a speciality vaccine company, Renovalia Energy, a renewable energy company, and Remington Outdoor Company, a firearms manufacturer holding company. Mr. Geisler previously served on the Board of Directors of Your Community Bankshares. Mr. Geisler’s broad financial and operational experience positions him as an essential advisor on a variety of matters to our board of directors.

Lisa A. Gray , Director. Ms. Gray has served as a member of Keane’s board of directors since March 2011. Ms. Gray has served as Vice Chairman of COAC since May 2015, and has served as General Counsel of COAC since 2004. Prior to joining Cerberus, she served as Chief Operating Executive and General Counsel for WAM!NET Inc. from 1996 to 2004. Prior to that, she was a partner at the law firm of Larkin, Hoffman, Daly & Lindgren, Ltd from 1990 to 1996. Prior to that, she was active in several non-profit corporations. Ms. Gray has over 25 years of experience in the areas of mergers and acquisitions, corporate debt restructuring and corporate governance. Ms. Gray serves as Vice Chairman and General Counsel of COAC, an affiliate of our largest beneficial owner, and has extensive experience and familiarity with us. In addition, Ms. Gray has extensive legal and corporate governance skills, which broaden the scope of our board of directors’ experience.

Gary M. Halverson , Independent Director . Mr. Halverson has served as a member of Keane’s board of directors since September 2016. In 2016, Mr. Halverson became a Senior Advisor at First Reserve, a private equity firm that focuses on energy investments, and a Partner at 360 Development Partners, a commercial real estate firm. Mr. Halverson was formerly Group President of Drilling and Production Systems and Senior Vice President at Cameron International Corporation from 2014 to 2016 prior to its sale to Schlumberger in 2016. He has over 20 years of industry experience with Cameron, where he worked in various roles across the U.S., Latin America and Asia, including President of Surface Systems between 2005 and 2014, Vice President and General Manager for Western Hemisphere between 2002 and 2006, General Manager of Latin America between 2001 and 2002 and Director of Sales and Marketing for Asia/Pacific/Middle East between 1993 and 2001. Mr. Halverson currently serves as Chairman of the Board of Directors of the Petroleum Equipment Suppliers Association, as a director on the board of the General Committee of Special Programs of the American Petroleum Institute, as a director on the board of the Well Control Institute and was the U.S. delegate to the World Petroleum Congress. Mr. Halverson’s extensive involvement in the oilfield service industry brings a valuable perspective to our Board.

Shawn Keane , Director . Mr. Keane has served as a member of Keane’s board of directors since March 2011. Mr. Keane served as President of Keane from 2008 to 2011 and helped transition the company into the hydraulic fracturing industry in the Marcellus/Utica Shale. Previously, he served as Keane’s Vice President

between 2000 and 2008, and in various management positions from 1983 to 2000, when he began his employment with Keane & Sons Drilling, Inc., a predecessor entity of Keane. Mr. Keane’s knowledge of our company’s operational history and experience in the oilfield services industry is valuable to our board of directors’ understanding of our business and financial performance.

Lenard B. Tessler , Director . Mr. Tessler has served as a member of Keane’s board of directors since October 2012. Mr. Tessler is currently Vice Chairman and Senior Managing Director at Cerberus, which he joined in 2001. Prior to joining Cerberus, Mr. Tessler served as Managing Partner of TGV Partners, a private equity firm that he founded, from 1990 to 2001. From 1987 to 1990, he was a founding partner of Levine, Tessler, Leichtman & Co. From 1982 to 1987, he was a founder, Director and Executive Vice President of Walker Energy Partners. Mr. Tessler is a member of the Cerberus Capital Management Investment Committee. He is a member of the Board of Directors of Albertsons Companies, a food and drug retailer, where he serves as Lead Director, and a Trustee of the New York-Presbyterian Hospital, where he also serves as member of the Investment Committee and the Budget and Finance Committee. Mr. Tessler’s leadership roles at our largest beneficial owner, his board service, his extensive experience in financing and private equity investments and his in-depth knowledge of our company and its acquisition strategy, provide critical skills for our board of directors to oversee our strategic planning and operations.

Elmer D. Reed , Independent Director . Mr. Reed has served as a member of Keane’s board of directors since April 2011. Prior to joining our board of directors, Mr. Reed served as Vice President, Executive Sales for Select Energy Services from 2010 to 2015 and in various management positions for BJ Services Company from 2003 to 2010, Newpark Drilling Fluids from 2001 to 2003 and Halliburton Energy Services from 1971 to 1999. Mr. Reed has over 45 years of oilfield service and operational experience. He served as a member of the board of directors of Circle Star Energy, an E&P company, in 2012. Mr. Reed has been active in the Independent Petroleum Association of America and is a lifetime member of the Society of Petroleum Engineers. He is also a member of Houston Livestock Show and Rodeo and Houston Farm and Ranch, and regularly assists with infrastructure development projects in South America. Mr. Reed strengthens our board of directors with decades of experience in the oilfield service industry.

Scott Wille , Director . Mr. Wille has served as a member of Keane’s board of directors since March 2011. Mr. Wille is currently Co-Head of North American Private Equity and Managing Director at Cerberus, which he joined in 2006. Prior to joining Cerberus, Mr. Wille worked in the leveraged finance group at Deutsche Bank Securities Inc. from 2004 to 2006. Mr. Wille has served as a director of Remington Outdoor Company, Inc., a designer, manufacturer and marketer of firearms, ammunition and related products, since February 2014 and Albertsons Companies since 2015. Mr. Wille previously served as a director of Tower International, Inc., a manufacturer of engineered structural metal components and assemblies, from September 2010 to October 2012. Mr. Wille’s experience in the financial and private equity industries, together with his in-depth knowledge of our company and its acquisition strategy, are valuable to our board of directors’ understanding of our business and financial performance.

Board of Directors

Family Relationships

None of our officers or directors has any family relationship with any director or other officer. “Family relationship” for this purpose means any relationship by blood, marriage or adoption, not more remote than first cousin.

Board Composition

Our business and affairs are currently managed under the limited liability company board of managers of Keane. Upon the consummation of the IPO-Related Transactions, prior to the effectiveness of the registration statement of which this prospectus forms a part, the members of the Keane board of managers will become our

board of directors, and we refer to them as such. Upon completion of this offering, our board of directors will have 11 members, comprised of 8 directors affiliated with Keane Investor (including one executive officer) and three independent directors. Members of the board of directors will be elected at our annual meeting of stockholders to serve for a term of one year or until their successors have been elected and qualified, subject to prior death, resignation, retirement or removal from office.

Director Independence

Our board of directors has affirmatively determined that Marc G. R. Edwards, Gary M. Halverson and Elmer D. Reed are independent directors under the applicable rules of the NYSE and as such term is defined in Rule 10A-3(b)(1) under the Exchange Act.

Controlled Company

Upon completion of this offering, Keane Investor will control a majority of our outstanding common stock. As a result, we are a “controlled company” within the meaning of the NYSE corporate governance standards. Under NYSE rules, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain NYSE corporate governance requirements, including:

•

the requirement that a majority of the board of directors consist of independent directors;

•

the requirement that we have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and

•

the requirement for an annual performance evaluation of the nominating and corporate governance and compensation committees.

In the event that we cease to be a controlled company within the meaning of these rules, we will be required to comply with these provisions after specified transition periods.

More specifically, if we cease to be a controlled company within the meaning of these rules, we will be required to (i) satisfy the majority independent board requirement within one year of our status change, and (ii) have (a) at least one independent member on each of our nominating and corporate governance committee and compensation committee by the date of our status change, (b) at least a majority of independent members on each committee within 90 days of the date of our status change and (c) fully independent committees within one year of the date of our status change.

Board Leadership Structure

Our board of directors does not have a formal policy on whether the roles of Chief Executive Officer and Chairman of the board of directors should be separate. However, James C. Stewart currently serves as both Chief Executive Officer and Chairman. Our board of directors has considered its leadership structure and believes at this time that our company and its stockholders are best served by having one person serve in both positions. Combining the roles fosters accountability, effective decision-making and alignment between interests of our board of directors and management. Mr. Stewart also is able to use the in-depth focus and perspective gained in his executive function to assist our board of directors in addressing both internal and external issues affecting the company.

Our corporate governance guidelines provide for the election of one of our directors to serve as Lead Director when the Chairman of the board of directors is also the Chief Executive Officer. Marc G. R. Edwards currently serves as our Lead Director, and is responsible for serving as a liaison between the Chairman and the non-management directors, approving meeting agendas and schedules for our board and presiding at executive sessions of the non-management directors and any other board meetings at which the Chairman is not present, among other responsibilities.

Our board of directors expects to periodically review its leadership structure to ensure that it continues to meet the company’s needs.

Role of Board in Risk Oversight

While the full board of directors has the ultimate oversight responsibility for the risk management process, its committees oversee risk in certain specified areas. In particular, our audit and risk committee oversees management of enterprise risks as well as financial risks. Our compensation committee is responsible for overseeing the management of risks relating to our executive compensation plans and arrangements and the incentives created by the compensation awards it administers. Our compliance committee is responsible for overseeing the management of compliance and regulatory risks facing our company and risks associated with business conduct and ethics. Our nominating and corporate governance committee oversees risks associated with corporate governance. Pursuant to our board of directors’ instruction, management regularly reports on applicable risks to the relevant committee or the full board of directors, as appropriate, with additional review or reporting on risks conducted as needed or as requested by our board of directors and its committees.

Board Committees

Our board of directors has assigned certain of its responsibilities to permanent committees consisting of board members appointed by it.

Audit and Risk Committee

Upon completion of this offering, our audit and risk committee will consist of Marc G. R. Edwards, James C. Geisler and Gary M. Halverson, with Mr. Geisler serving as chair of the committee. The committee assists the board in its oversight responsibilities relating to the integrity of our financial statements, our compliance with legal and regulatory requirements (to the extent not otherwise handled by our compliance committee), our independent auditor’s qualifications and independence, and the establishment and performance of our internal audit function and the performance of the independent auditor. Under the applicable corporate governance standards of the NYSE, a company listing in connection with its initial public offering is permitted to phase in its compliance with the independent audit committee requirements set forth in the rules of NYSE on the same schedule as it is permitted to phase in its compliance with the independent audit committee requirement pursuant to Rule 10A-3 under the Exchange Act, that is: (1) one independent member at the time of listing; (2) a majority of independent members within 90 days of listing; and (3) all independent members within one year of listing. Messrs. Edwards and Halverson qualify as independent directors under the corporate governance standards of the rules of the NYSE and the independence requirements of Rule 10A-3 of the Exchange Act. Within one year of our listing on the NYSE, we expect that Mr. Geisler will resign from our audit committee and be replaced with a new director who is independent under the rules of the NYSE and Rule 10A-3 of the Exchange Act. Our board of directors has determined that Mr. Geisler qualifies as an “audit committee financial expert” as such term is currently defined in Item 407(d)(5) of Regulation S-K. Each member of the audit committee is able to read and understand fundamental financial statements, including our balance sheet, statement of operations and cash flows statements. The audit committee has adopted a charter that will be posted on our website upon the closing of the offering.

Our board of directors has adopted a written charter under which the audit and risk committee operates. A copy of the audit and risk committee charter, which will satisfy the applicable standards of the SEC and the NYSE, will be available on our website.

100

Compensation Committee

Upon completion of this offering, our compensation committee will consist of Dale M. Dusterhoft, Marc G. R. Edwards, Shawn Keane and Scott Wille, with Scott Wille serving as chair of the committee. The compensation committee of the board of directors is authorized to review our compensation and benefits plans to ensure they meet our corporate objectives, approve the compensation structure of our executive officers and evaluate our executive officers’ performance and advise on salary, bonus and other incentive and equity compensation. A copy of the compensation committee charter will be available on our website.

Compliance Committee

Upon completion of this offering, our compliance committee will consist of Lucas N. Batzer, James E. Geisler, Lisa A. Gray and Elmer D. Reed, with Lisa A. Gray serving as chair of the committee. The purpose of the compliance committee is to assist the board in implementing and overseeing our compliance programs, policies and procedures that are designed to respond to the various compliance and regulatory risks facing our company, and monitor our performance with respect to such programs, policies and procedures. A copy of the charter for the compliance committee will be available on our website.

Nominating and Corporate Governance Committee

Upon completion of this offering, our nominating and corporate governance committee will consist of Marc G. R. Edwards, Dale M. Dusterhoft, Lisa A. Gray and Gary M. Halverson, with Marc G. R. Edwards serving as chair of the committee. The nominating and corporate governance committee is primarily concerned with identifying individuals qualified to become members of our board of directors, selecting the director nominees for the next annual meeting of the stockholders, selection of the director candidates to fill any vacancies on our board of directors and the development of our corporate governance guidelines and principles. A copy of the nominating and corporate governance committee charter will be available on our website.

Compensation Committee Interlocks and Insider Participation

None of the members of our compensation committee is or has at any time during the past year been an officer or employee of ours. None of our executive officers serves as a member of the compensation committee or board of directors of any other entity that has an executive officer serving as a member of our board of directors or compensation committee.

Code of Business Conduct and Ethics

We have adopted a code of business conduct and ethics that applies to all of our employees, officers and directors, including those officers responsible for financial reporting. The code of business conduct and ethics will be available on our website. We expect that any amendments to the code, or any waivers of its requirements, will be disclosed on our website.

Corporate Governance Guidelines

We have adopted corporate governance guidelines in accordance with the corporate governance rules of the NYSE, as applicable, that serve as a flexible framework within which our board of directors and its committees operate. These guidelines cover a number of areas, including the size and composition of the board, board membership criteria and director qualifications, director responsibilities, board agenda, roles of the Chairman and Chief Executive Officer, executive sessions, standing board committees, board member access to management and independent advisors, director communications with third parties, director compensation, director orientation and continuing education, evaluation of senior management and management succession planning. A copy of our corporate governance guidelines will be posted on our website.

101

EXECUTIVE COMPENSATION

As an emerging growth company, we have opted to comply with the executive compensation disclosure rules applicable to “smaller reporting companies,” as such term is defined in the rules promulgated under the Securities Act. These rules require compensation disclosure for our principal executive officer and the two most highly compensated executive officers other than our principal executive officer. We refer to these officers as our named executive officers or “NEOs.” Our NEOs for the year ended December 31, 2015 are:

•

James C. Stewart, our current Chairman and Chief Executive Officer, who served as our Executive Chairman and Chief Executive Officer through the consummation of the Trican transaction on March 16, 2016;

•

Gregory L. Powell, our President and Chief Financial Officer; and

•

M. Paul DeBonis Jr., our Chief Operating Officer.

Summary Compensation Table


Name and Principal Position	Year		Salary ($)		Bonus ($)	Unit Awards ($)	Option Awards ($)	Non- Equity Incentive Plan Compensation ($)(1)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)(2)		Total ($)
(a)	(b)		(c)		(d)	(e)	(f)	(g)		(h)	(i)		(j)
James C. Stewart		2015		692,308					1,160,000			45,404		1,897,712
Chairman and Chief Executive Officer		2014		785,989					1,800,000			44,000		2,629,989

Gregory L. Powell		2015		389,423					740,000			30,679		1,160,102
President and Chief Financial Officer		2014		450,000					1,012,500			30,100		1,492,600

M. Paul DeBonis Jr. Chief Operating Officer		2015		259,615					460,000			34,385		754,000
M. Paul DeBonis Jr. Chief Operating Officer		2014		300,000					675,000			36,000		1,011,000

Reflects amounts paid to the NEOs under our annual bonus plan for the applicable fiscal year.

A detailed breakdown of “All Other Compensation” is provided in the table below:


Name	Year		Automobile Allowance ($)(a)		401(k) Plan Company Contribution ($)		Total ($)
James C. Stewart		2015		21,404		24,000		45,404
		2014		21,000		23,000		44,000
Gregory L. Powell		2015		21,404		9,275		30,679
		2014		21,000		9,100		30,100
M. Paul DeBonis Jr.		2015		21,404		12,981		34,385
		2014		21,000		15,000		36,000

(a)

Represents an automobile allowance in the amount of $1,700 per month.

Narrative Disclosure to Summary Compensation Table

Bonus Arrangements

2016 Annual Bonus Plan

Each NEO is a participant in our Annual Bonus Plan established for fiscal 2016 (the “2016 Bonus Plan”). Consistent with each NEO’s Executive Employment Agreement (as defined below), the 2016 Bonus Plan provides for an annual bonus with a target award opportunity for each NEO of 100% of base salary based on our achievement of economic performance goals. The performance goals set under the 2016 Bonus Plan are based 50% on the achievement of Adjusted EBITDA and 50% on the achievement of free cash flow, with the funding

102

level based on the same formula as described below with respect to the 2015 Bonus Plan with performance goals based on our fiscal 2016 financial targets. Pursuant to each Executive Employment Agreement, in the event that this offering is consummated prior to May 1, 2017, 50% of the target bonus payable to each NEO under the 2016 Bonus Plan will accelerate and be paid upon the consummation of this offering in the amount set forth in the table below, and 50% will be subject to actual performance. In the event that this offering is not consummated prior to May 1, 2017, then any annual bonus under the 2016 Bonus Plan will be paid to the NEOs on such date based on actual performance.


	Partial Acceleration of Fiscal 2016 Target Bonus
James C. Stewart	$	400,000
Gregory L. Powell	$	320,000
M. Paul DeBonis Jr.	$	150,000

2015 Annual Bonus Plan

Each of our NEOs participated in our Annual Bonus Plan established for fiscal 2015 (the “2015 Bonus Plan”). Consistent with each NEO’s Executive Employment Agreement, the 2015 Bonus Plan provided for an annual bonus with a target award opportunity for each NEO of 100% of base salary based on our achievement of economic performance goals. The performance goals set under the 2015 Bonus Plan were based 50% on the achievement of Adjusted EBITDA and 50% on the achievement of free cash flow as follows:


Performance Goal		Level of Achievement	Funding Level
Adjusted EBITDA	Free Cash Flow	Level of Achievement	Funding Level
$26.8 million	$(28.0 million)	80% (threshold)	50%
$33.4 million	$(23.3 million)	100% (target)	100%
$41.8 million	$(17.5 million)	125%	150%
$50.2 million	$(11.7 million)	150%	200%
above $50.2 million	above $(11.7 million)	Lineal Incremental Increase	Lineal Incremental Increase

The Adjusted EBITDA and free cash flow achieved for fiscal 2015 were as follows:


Performance Goal	Achievement		Funding Level
Adjusted EBITDA	$	41.9 million		150	%
Free Cash Flow	$	1.2 million		248	%
Cumulative		—		199	%

Notwithstanding the calculations above, our compensation committee exercised its discretion and adjusted the amounts payable to our NEOs under the 2015 Bonus Plan to provide for the bonus amounts set forth below. In determining the bonus amounts paid, our compensation committee reflected a catch-up for lost salary as a result of the Payroll Reduction Initiative and recognized the Company’s relative outperformance versus our public competitors during fiscal 2015 and our NEO’s role in our exceeding annual Adjusted EBITDA budget and free cash flow metrics.


	Fiscal 2015 Annual Bonus
James C. Stewart	$	1,160,000
Gregory L. Powell	$	740,000
M. Paul DeBonis Jr.	$	460,000

Value Creation Plan

Upon the consummation of the Trican transaction, each NEO became eligible to participate in our Value Creation Plan (the “Value Creation Plan”). Pursuant to the Value Creation Plan, each NEO is eligible to receive up to three bonus payments, each in the amount of $666,667 for Messrs. Stewart and Powell and in the amount of $166,667 for Mr. DeBonis. Each bonus payment is payable upon our achievement of a financial or other milestone and the NEO remaining continuously employed through the payment date.

103

The first bonus was paid to the NEOs in June 2016 upon our achievement of over $66 million of demonstrated run-rate cost-out as outlined in our Trican underwriting plan. The second bonus payment will be made upon the consummation of this offering. The third bonus payment will be made if we generate at least $135 million of Adjusted EBITDA in Fiscal 2017 and will be paid following the completion of our 2017 audit.

Employment Agreements

During fiscal 2015, Messrs. Stewart, Powell and Debonis were parties to employment agreements with KGH Intermediate Holdco II, LLC, dated March 5, 2014, May 15, 2013 and May 11, 2011, respectively (the “Executive Employment Agreements”). The Executive Employment Agreements were subsequently amended and restated on March 14, 2016, effective upon the consummation of the Trican transaction on March 16, 2016. The Executive Employment Agreements were further amended and restated on December , 2016, including to reflect that effective upon the consummation of this offering, each Executive Employment Agreement will be assigned to the company. The Executive Employment Agreements provide for an initial term that will expire on March 16, 2019, and thereafter automatically renew for additional one-year periods unless either party provides written notice at least 90 days prior to the end of the then term.

The following table sets forth the annual rate of base salary that each NEO is currently entitled to receive under the respective Executive Employment Agreement, in each case subject to the across-the-board 20% payroll reduction approved by the Compensation Committee on March 4, 2015 (the “Payroll Reduction Initiative”); the annual rate of base salary each NEO will be entitled to receive if and when the Payroll Reduction Initiative is rescinded effective on the effective date of the rescission (the “Rescission Date”); and the monthly retention payment each NEO is entitled to receive for each full calendar month following March 16, 2016 through the month prior to the month in which the Rescission Date occurs (the “Retention Payments”):


	Base Salary Prior to Rescission Date (prior to 20% reduction)		Base Salary following Rescission Date		Monthly Retention Payment Prior to Rescission Date
James C. Stewart	$	800,000	$	1,000,000	$	13,333.33
Gregory L. Powell	$	450,000	$	800,000	$	23,333.33
M. Paul DeBonis Jr.	$	300,000	$	350,000	$	3,333.33

Each Executive Employment Agreement provides that the NEO is eligible for an annual bonus targeted at 100% of base salary for the applicable year. Prior to the Rescission Date, the annual bonus for Mr. Stewart will be calculated without regard to any reduction in base salary pursuant to the Payroll Reduction Initiative and the annual bonus for Mr. Powell will be equal to the sum of 100% of his base salary and the Retention Payment payable to him for the applicable year.

Each Executive Employment Agreement provides that upon the consummation of this offering, each NEO will be eligible for retention payments, the first on January 1, 2018 and the second on January 1, 2019 (the “Target Dates”), in the amounts set forth in the table below. Payment of each is subject to the NEO remaining employed through the applicable Target Date and complying with the restrictive covenants imposed on him under his Executive Employment Agreement. If we incur a change of control or if the NEO’s employment is terminated by us without Cause or, in the case of Mr. Stewart or Mr. Powell, by him for Good Reason, the NEO will be paid any remaining retention payments on the applicable Target Date.


	Retention Payments
	January 1, 2018		January 1, 2019
James C. Stewart	$	1,975,706	$	1,975,706
Gregory L. Powell	$	1,646,422	$	1,646,422
M. Paul DeBonis Jr.	$	658,569	$	658,569

104

Pursuant to each Executive Employment Agreement with Mr. Stewart and Mr. Powell, in the event of his termination of employment by us without Cause or due to our non-renewal of the applicable Executive Employment Agreement, or by Mr. Stewart or Mr. Powell for Good Reason, subject to the execution of a release, Mr. Stewart or Mr. Powell, as applicable, will be entitled to:

•

severance payments equal to two times:

•

for Mr. Stewart, the sum of his annual base salary (determined without regard to any reduction in his base salary pursuant to the Payroll Reduction Initiative), and the lesser of the average of the annual bonuses he received during the two years prior to termination and his target bonus; or

•

for Mr. Powell, either (x) if the date of termination is prior to the Rescission Date, the sum of his annual base salary and any Retention Payments paid to him for the 12-month period prior to the date of termination, or (y) if the date of termination is following the Rescission Date, his annual base salary;

•

a pro rata annual bonus for the year of termination; and

•

any earned but unpaid bonus under the Value Creation Plan relating to any milestone achieved prior to the date of termination.

Pursuant to each Executive Employment Agreement with Mr. Stewart and Mr. Powell, in the event of his termination of employment due to death or disability, he will be entitled to:

•

severance payments equal to three months of base salary plus the amount of any Retention Payments paid for the three-month period prior to the date of termination;

•

a pro rata annual bonus for the year of termination; and

•

any earned but unpaid bonus under the Value Creation Plan relating to any milestone achieved prior to the date of termination.

Upon Mr. Powell’s termination of employment other than death or voluntarily without Good Reason, Mr. Powell will also be eligible for reimbursement of the cost of continuation coverage of group health coverage for up to 12 months.

Pursuant to the Executive Employment Agreement with Mr. DeBonis, in the event of a termination of Mr. DeBonis’ employment by us without Cause, subject to his execution of a release, Mr. DeBonis will be entitled to severance payments equal to two times the sum of his annual base salary.

For purposes of the Executive Employment Agreements, “Cause” generally means:

•

indictment, conviction or plea of no contest to a felony or any crime involving dishonesty or theft;

•

conduct in connection with employment duties or responsibilities that is fraudulent or unlawful;

•

conduct in connection with employment duties or responsibilities that is grossly negligent and which has a materially adverse effect on us or our business;

•

willful misconduct or contravention of specific lawful directions related to a material duty or responsibility directed to be undertaken from our board;

•

material breach of obligations under the applicable Executive Employment Agreement;

•

any acts of dishonesty resulting or intending to result in personal gain or enrichment at our expense;

•

failure to comply with a material policy; or

•

for Mr. Powell, his failure to maintain primary residence in the Houston, Texas metropolitan area.

105

For purposes of the Executive Employment Agreements with Messrs. Stewart and Powell, “Good Reason” generally means:

•

our failure to cure a material breach of our obligations under the applicable Executive Employment Agreement;

•

a material diminution of duties, position or title (in the case of Mr. Stewart, other than any diminution in connection with the appointment of a new Chairman or Chief Executive Officer if following such appointment Mr. Stewart remains as either Chairman or Chief Executive Officer);

•

a material reduction in base salary; or

•

a change in office location that increases the NEO’s commute from his principal residence by more than 50 miles.

Outstanding Equity Awards at Fiscal Year End 2015

As of December 31, 2015, none of our NEOs held an unexercised or unvested equity award.

Additional Narrative Disclosure

Management Incentive Plan

During fiscal 2015, each of our NEOs held fully vested Class C Units of the company under the Keane Group Holdings, LLC Class C Management Incentive Plan. In connection with the Trican transaction, all of the Class C Units granted to the NEOs were cancelled and the NEOs were granted the number of fully vested Series 1 Class B Interests (“Series 1 Class B Interest”) of Keane Management Holdings LLC (“Management LLC”) set forth in the table below under the Keane Management Holdings LLC Management Incentive Plan (the “Management Incentive Plan”). Each Series 1 Class B Interest represents the economic equivalent of a Series 1 Class B Unit of the company. In the event of a termination of an NEOs employment for Cause, all of the NEO’s Series 1 Class B Interests will be forfeited without the payment of consideration.


	Series 1 Class B Interests
James C. Stewart		35,294.12
Gregory L. Powell		29,411.76
M. Paul DeBonis Jr.		11,764.71

The Management Incentive Plan provides for grants of Class B Interests of Management LLC to officers and employees of, and consultants to, the company and its subsidiaries, and to independent managers of the company, as determined by our board. The maximum number of Class B Interests available for issuance under the Management Incentive Plan will at all times be equal to the maximum number of Class B Units issuable by us to Management LLC.

The Management Incentive Plan provides that, unless otherwise provided in an award agreement, subject to the participant’s continued service with the company or its subsidiaries on each vesting date, Class B Interests will vest in equal installments on each of the first three anniversaries of the grant date, and will become fully vested upon a change in control. Unless otherwise provided in an award agreement, all unvested Class B Interests will be forfeited upon the termination of a participant’s service for any reason, except that if a participant’s service is terminated without Cause, (i) all unvested Class B Interests that would have vested on the next vesting date following the participant’s termination will vest upon such termination and (ii) the participant’s remaining unvested Class B Interests will remain outstanding for a period of 90 days following the termination date and will vest if a change in control occurs during such 90-day period. In the event of a termination of a participant’s service for Cause, all of the participant’s vested Class B Interests will be forfeited without the payment of consideration. Unless otherwise provided in an award agreement, at any time within 180 days following a participant’s termination of service, the participant’s vested Class B Interests may be, but are not required to be, repurchased for an amount equal to the fair market value on the date of the participant’s termination of service.

106

For purposes of the Management Incentive Plan, “Cause” is as defined in a participant’s employment agreement or award agreement, or if not so defined, generally means:

•

indictment for a felony or any crime involving dishonesty, moral turpitude or theft;

•

conduct in connection with employment duties or responsibilities that is fraudulent, unlawful or grossly negligent;

•

willful misconduct;

•

contravention of specific lawful directions related to a material duty or responsibility which is directed to be undertaken from the Board or the person to whom the participant reports;

•

material breach of the participant’s obligations under the Management Incentive Plan, an award agreement or any other agreement between the participant and the company and its subsidiaries;

•

any acts of dishonesty by the participant resulting or intending to result in personal gain or enrichment at the expense of the company, its subsidiaries or affiliates; or

•

failure to comply with a material policy of the company, its subsidiaries or affiliates.

Concurrently with the closing of this offering: (i) the NEOs and other participants in the Management Incentive Plan, except the independent directors discussed below, will contribute their outstanding Class B Interests to Keane Investor, (ii) Management LLC will assign the Management Incentive Plan to Keane Investor, and (iii) Keane Investor will issue to the participants Class B Units of Keane Investor under the same terms as the contributed Class B Interests.

Incentive Plans

Equity and Incentive Award Plan

On , 201 , we adopted the Incentive Plan, although no awards will be made under it until the effective date of the registration statement of which this prospectus is a part. The principal features of the Incentive Plan are summarized below, but the summary is qualified in its entirety by reference to the Incentive Plan itself, which is filed as an exhibit to the registration statement of which this prospectus is a part.

Securities Subject to the Incentive Plan . A maximum of of the shares of our common stock may be issued or transferred pursuant to awards under the Incentive Plan. The number of shares of our common stock available under the Incentive Plan will be reduced by one share for each share issued under an award. The shares of our common stock covered by the Incentive Plan may be treasury shares, authorized but unissued shares or shares purchased in the open market.

In the event of any termination, expiration, lapse or forfeiture of an award, any shares subject to the award will again be made available for future grants under the Incentive Plan. Any shares of restricted stock repurchased by the company at the same price paid for such shares will be made available for issuance again under the Incentive Plan.

Eligibility . All of our employees, consultants, and directors, and employees and consultants of our affiliates, will be eligible to receive awards under the Incentive Plan.

Awards under the Incentive Plan . The Incentive Plan provides that the administrator may grant or issue stock options, which may be non-qualified stock options (“NQSOs”) or, solely to eligible employees, incentive stock options designed to comply with the applicable provisions of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), stock appreciation rights (“SARs”), restricted stock, restricted stock units, deferred stock, performance awards and stock payments, or any combination thereof. The terms and conditions of each award will be set forth in a separate agreement with the person receiving the award and will indicate the type, terms and conditions of the award.

107

Award Limits . The Incentive Plan provides for a maximum aggregate amount of shares of common stock that may be granted to a participant in any calendar year subject to adjustment under certain circumstances in order to prevent the dilution or enlargement of the potential benefits intended to be made available under the Incentive Plan, as described below. In addition, the Incentive Plan provides for an annual award limit for performance awards that are payable solely in cash.

Vesting and Exercise of Awards . The applicable award agreement will contain the period during which the right to exercise the award in whole or in part vests, including the events or conditions upon which the vesting of an award may accelerate. No portion of an award which is not vested at the participant’s termination of employment, termination of directorship or termination of consulting relationship, as applicable, will subsequently become vested, except as may be otherwise provided by the administrator either in the agreement relating to the award or by action following the grant of the award.

Transferability of Awards . Awards generally may not be sold, pledged, assigned or transferred in any manner other than by will or by the laws of descent and distribution or, subject to the consent of the administrator, pursuant to a domestic relations order, unless and until such award has been exercised, or the shares underlying such award have been issued, and all restrictions applicable to such shares have lapsed. Notwithstanding the foregoing, NQSOs may be transferred without consideration to certain family members and trusts with the administrator’s consent. Awards may be exercised, during the lifetime of the participant, only by the participant or such permitted transferee.

Forfeiture and Claw-Back Provisions . In the event a participant (i) terminates service with the company prior to a specified date or within a specified time following receipt or exercise of the award, (ii) the company terminates the participant’s service for “cause,” or (iii) the participant engages in certain competitive activities with the company, the administrator has the right to require the participant to repay any proceeds, gains or other economic benefit actually or constructively received by the participant or to terminate the award. In addition, all awards (including any proceeds, gains or other economic benefit actually or constructively received by the participant) may be subject to the provisions of any claw-back policy implemented by the company, including, without limitation, any claw-back policy adopted to comply with the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010.

Incentive Plan Benefits . The future benefits that will be received under the Incentive Plan by our current directors, executive officers and all eligible employees are not currently determinable.

Adjustments for Stock Splits, Recapitalizations, Mergers and Equity Restructurings . In the event of any recapitalization, reclassification, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off or other transaction that affects our common stock, the Incentive Plan will be equitably adjusted, including the number of available shares, in order to prevent the dilution or enlargement of the benefits or potential benefits intended to be made available under the Incentive Plan or with respect to any award.

Administration of the Incentive Plan . The compensation committee is the administrator of the Incentive Plan. Subject to certain limitations, the committee may delegate its authority to grant awards to one or more committees consisting of one or more members of the board of directors or one or more of our officers.

Amendment and Termination of the Incentive Plan . Our board of directors and the compensation committee may amend the Incentive Plan at any time, subject to stockholder approval to the extent required by applicable law or regulation or the listing standards of the market or stock exchange on which our common stock is at the time primarily traded.

Additionally, stockholder approval will be specifically required to increase the maximum number of shares of our common stock which may be issued under the Incentive Plan, change the eligibility requirements or decrease the exercise price of any outstanding option or stock appreciation right granted under the Incentive Plan. The board of directors and the compensation committee may amend the terms of any award theretofore granted,

108

prospectively or retroactively, however, except as otherwise provided in the Incentive Plan, no such amendment will, without the consent of the participant, alter or impair any rights of the participant under such award without the consent of the participant unless the award itself otherwise expressly so provides.

Our board of directors and the compensation committee may suspend or terminate the Incentive Plan at any time. However, in no event may an award be granted pursuant to the Incentive Plan on or after the tenth anniversary of the effective date of the Incentive Plan.

Prohibition on Repricing . Except in connection with a corporate transaction involving the company (including, without limitation, any stock distribution, stock split, extraordinary cash distribution, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination or exchange of shares), the administrator will not, without the approval of the stockholders, authorize the amendment of any outstanding award to reduce its price per share, including any amendment to reduce the exercise price per share of outstanding options or SARs.

Executive Incentive Bonus Plan

On , 201 , we adopted an executive incentive bonus plan (the “Executive Incentive Bonus Plan”). The principal features of the Executive Incentive Bonus Plan are summarized below, but the summary is qualified in its entirety by reference to the Executive Incentive Bonus Plan itself, which is filed as an exhibit to the registration statement of which this prospectus is a part.

Plan Administration . The Executive Incentive Bonus Plan is administered by our compensation committee or another committee appointed by our board of directors to administer the Executive Incentive Bonus Plan and composed of not less than two directors, each of whom for purposes of any award intended to qualify for the performance-based compensation exception to 162(m) of the Code is an “outside director” (within the meaning of Section 162(m) of the Code) (as applicable, the “Plan Committee”). The Plan Committee selects the officers or key executives who will be eligible to receive awards, establishes the award that may be earned by each participant and establishes the goals for each participant. The Plan Committee calculates and determines each participant’s level of attainment of such goals, and calculates the bonus award for each participant based upon such level of attainment.

Eligibility . For each performance period, the Plan Committee will select the officers and key executives of the company and its subsidiaries and divisions who are eligible to participate in the Executive Incentive Bonus Plan.

General Description of the Executive Incentive Bonus Plan . Participants in the Executive Incentive Bonus Plan will be eligible to receive cash performance awards based on attainment by the company and/or a subsidiary, division or other operational unit of the company of specified performance goals to be established for each performance period by the Compensation Committee. The Executive Incentive Bonus Plan provides for a maximum amount of any bonus award intended to qualify for the performance-based compensation exception to Section 162(m) of the Code payable to a single participant for any performance period consisting of a 12-month period (including a fiscal or calendar year), which amount is reduced on a pro rata basis for any performance period of less than 12 months. Unless otherwise provided by the Plan Committee or set forth in a written agreement between the company and a participant, bonus awards are intended to constitute “short term deferrals” for purposes of Section 409A of the Code and will be paid within the applicable short-term deferral period under Section 409A of the Code. Payment of bonus awards will be made in the form of cash, our common stock or equity awards in respect of our common stock, which common stock or equity awards may be subject to additional vesting provisions as determined by the Plan Committee. Any shares of common stock or equity awards granted in satisfaction of a bonus award will be granted under the Incentive Plan. To be eligible to receive a payment of a bonus award with respect to a performance period, a participant must satisfy such employment requirements as may be imposed by the Plan Committee. In the event of a participant’s death prior to the payment of a bonus award which has been earned, such payment will be made to the participant’s designated beneficiary or, if there is none living, to the estate of the participant.

109

Performance Criteria . The performance criteria will be measured in terms of one or more of the following objectives, which objectives may relate to company-wide objectives or of the segment, division or function of the company or subsidiary: (i) net earnings (either before or after interest, taxes, depreciation and amortization), (ii) gross or net sales or revenue, (iii) net income (either before or after taxes), (iv) operating income, (v) cash flow (including, but not limited to, operating cash flow and free cash flow), (vi) return on assets, (vii) return on capital, (viii) return on stockholders’ equity, (ix) return on sales, (x) gross or net profit or operating margin, (xi) costs, (xii) funds from operations, (xiii) expenses, (xiv) working capital, (xv) earnings per share, (xvi) price per share of our common stock, (xvii) market share, (xvii) market capitalization, (xix) net debt, (xx) achieved incident rate and (xxi) lost time incident rate, any of which may be measured either in absolute terms or as compared to any incremental increase or decrease or as compared to results of a peer group.

Term and Amendment . The Plan Committee may amend, suspend or terminate the Executive Incentive Bonus Plan at any time, except that no amendment may be made without the approval of our stockholders if the effect of such amendment would be to cause outstanding or pending awards intended to qualify for the performance-based compensation exception to Section 162(m) of the Code to cease to qualify for the performance-based compensation exception to Section 162(m) of the Code.

Director Compensation

Director Compensation Table

One current member of our board of directors, Elmer D. Reed, and one former member of our board of directors, Gary Moore, received compensation for service on our board of directors during 2015, as set forth in the table below and as described in “—Director Compensation—Narrative Disclosure to Director Compensation Table.”

(in dollars)

Name

Fees
Earned or
Paid in
Cash

Unit
Awards

Option
Awards

Non-Equity
Incentive Plan
Compensation

Change in
Pension Value
and non-
qualified
Deferred
Compensation
Earnings

All Other
Compensation

Total

Gary Moore

70,000

Elmer D. Reed

70,000

Narrative Disclosure to Director Compensation Table

Director Services Agreements

We have entered into Director Services Agreements with each of Marc G. R. Edwards, Gary M. Halverson and Elmer D. Reed. The Director Services Agreements provide that each such director serve on an at-will basis until the earlier of disability, death, resignation or removal.

Pursuant to the Director Services Agreement with Mr. Edwards, he serves as our lead director and is entitled to receive an annual fee of $100,000 per year. The Director Services Agreements with Messrs. Halverson and Reed provide that each director is entitled to receive an annual fee of $75,000 per year.

In addition to the Director Services Agreements with Messrs. Edwards, Halverson and Reed, each of our other non-employee directors will be entitled to receive an annual fee of $75,000 per year.

Prior to Gary Moore’s resignation from our board of directors, we were party to a Director Services Agreement with Mr. Moore pursuant to which he was entitled to receive an annual fee of $70,000 per year.

Equity Awards

In fiscal year 2016, each of our independent directors were granted the number of Series 2 Class B Interests (“Series 2 Class B Interest”) of Management LLC set forth in the table below under the Management Incentive Plan. Each Series 2 Class B Interest represents the economic equivalent of a Series 2 Class B Unit of the

110

company. Subject to continued service with the company or its subsidiaries on each vesting date, the Series 2 Class B Interests will vest in equal installments on each of the first three anniversaries of the grant date, and will become fully vested upon a change in control. All unvested Series 2 Class B Interests will be forfeited upon a termination of service for any reason, except that upon a termination of service without Cause, (i) all unvested Series 2 Class B Interests that would have vested on the next vesting date following the termination will vest upon such termination and (ii) the remaining unvested Series 2 Class B Interests will remain outstanding for a period of 90 days following the termination date and will vest if a change in control occurs during such 90-day period. In the event of a termination for Cause, all vested Series 2 Class B Interests will be forfeited without the payment of consideration.


	Series 2 Class B Interests		Grant Date
Marc G. R. Edwards		2,941.18	October 1, 2016
Gary M. Halverson		1,764.71	October 1, 2016
Elmer D. Reed		1,764.71	October 1, 2016

111

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

The following discussion is a brief summary of certain material arrangements, agreements and transactions we have with related parties. It does not include all of the provisions of our material arrangements, agreements and transactions with related parties, does not purport to be complete and is qualified in its entirety by reference to the arrangements, agreements and transactions described. We enter into transactions with our stockholders and other entities owned by, or affiliated with, our direct and indirect stockholders in the ordinary course of business. These transactions include, amongst others, professional advisory, consulting and other corporate services.

We paid COAC, an affiliate of Cerberus, fees totaling approximately $0.7 million, $0.3 million and $0.5 million for 2015, 2014, 2013, respectively, for consulting services provided in connection with improving the company’s operations. We may retain COAC to provide similar services in the future.

KG Fracing Acquisition Corp., an affiliate of Ceberus, and several entities affiliated with the Keane family (the “Keane Parties”), including KCK Family Limited Partnership, LP and SJK Family Limited Partnership, LP, made certain members loans in the amount of $20,000,000 to Keane on December 23, 2014 (collectively, the “Shareholder Loan”). In connection with our acquisition of the Acquired Trican Operations, such entities contributed all of their right, title and interest in and to the Shareholder Loan (other than accrued but unpaid interest, which was cancelled and forgiven) in exchange for an aggregate 41,468.59 Class A Units.

Several of our board members are employees of our Sponsor, and funds managed by one or more affiliates of our Sponsor indirectly own a substantial portion of our equity through their ownership of Keane Investor.

IPO-Related Transactions

In connection with our corporate reorganization, we will engage in transactions with affiliates and our Existing Owners. See “IPO-Related Transactions and Organizational Structure” for a description of these transactions.

Trican Transaction

On January 25, 2016, Keane and its subsidiary, Keane Frac, LP (“Keane Frac”), entered into an asset purchase agreement with Trican, pursuant to which Keane Frac agreed to acquire substantially all of the pressure-pumping assets, of which Trican had previously invested $1 billion in before write-downs, and assume specified related liabilities, relating to Trican’s U.S. oilfield services business. The Trican transaction was completed on March 16, 2016 for aggregate consideration comprised of a cash payment of $200 million, subject to customary working capital adjustments, and Class A and Class C Units of Keane. Trican agreed to provide Keane a seller indemnity (payable by Trican in cash or through a return of a portion of its interests in Keane to Keane), against which we have asserted certain claims. In addition, the seller indemnity is further partially backstopped by a representations and warranties insurance policy for the benefit of Keane.

As a result of the Trican transaction, Keane acquired, among other things, approximately 645,000 hydraulic horsepower, 14 cement pumps, seven coiled tubing units, 19 nitrogen units and 14 acidizing units and assumed various customer relationships. In addition, Keane acquired Trican U.S.’s operating bases located in strategic oil and gas basins, including the Permian Basin, the Marcellus Shale/Utica Shale, the SCOOP/STACK Formation, the Bakken Formation and the Eagle Ford Shale, as well as the Engineered Solutions Center.

Keane also acquired ownership of substantially all intellectual property relating primarily to Trican’s United States oilfield services business, which includes know-how, trade secrets, formulas, processes, customer lists and other non-registered intellectual property primarily used in connection with that business (the “Acquired Trican Intellectual Property”).

We refer to the acquired assets and assumed liabilities acquired in the Trican transaction as the “Acquired Trican Operations.”

112

In addition, Keane entered into two fully paid-up, perpetual, non-exclusive licenses to certain intellectual property owned by Trican or its affiliates and used in Trican’s U.S. oilfield service business, other than the Acquired Trican Intellectual Property. In the first license agreement between Keane and Trican Parent (the “Pump Control IP License Agreement”), Keane obtained the right to use Trican Parent’s electronic control system technology related to pump control and all related intellectual property owned by Trican’s Parent as of the closing date of the Trican transaction, limited to the oilfield services business in the United States. The Pump Control IP License Agreement also grants Keane a non-exclusive right of offer to negotiate and enter into a separate license agreement for certain intellectual property newly developed by Trican or its affiliates following the consummation of the Trican transaction on commercially reasonable terms, which will expire upon the later of (i) a change of control of Keane, (ii) the date Trican ceases to own any equity interest in Keane, or (iii) five years from the date of the Pump Control IP License Agreement.

In a separate license agreement entered into between Keane and Trican as part of the Trican transaction (the “General IP License Agreement”), Keane obtained the right to use substantially all intellectual property owned by Trican or its affiliates used in Trican’s U.S. oilfield services business as of the closing date of the Trican transaction (other than intellectual property related to the Fracking Fluids), limited to the oilfield services business in the United States. In addition, Keane received the right to use certain Trican proprietary fracking-related fluids as of the closing date of the Trican transaction, including the Fracking Fluids, for Keane’s hydraulic fracturing services to its customers, which license does not allow Keane to manufacture the Fracking Fluids but allows Keane to purchase the Fracking Fluids from Trican’s suppliers on favorable pricing terms. Keane also received the right to negotiate with Trican for the supply of Fracking Fluids that are improved following the consummation of the Trican transaction on terms at least as favorable as the most favorable terms granted by Trican to any of its other customers or licensees, which will expire upon the later of (i) a change of control of Keane, (ii) the date Trican ceases to own any equity interest in Keane, or (iii) five years from the date of the General IP License Agreement.

Keane also entered into a non-competition provision with Trican as part our acquisition of the Acquired Trican Operations, pursuant to which, subject to certain limited exceptions, Keane may not compete, directly or indirectly, with Trican in Canada in the oilfield services business through March 16, 2018. Subject to certain limited exceptions, Keane also may not own an interest in any entity that competes directly or indirectly with Trican in Canada, other than with respect to any industrial services or completion tools business or certain interests in companies with limited revenues derived from Canadian operations. Keane is also restricted from knowingly interfering with business relationships of Trican. The non-competition provision does not restrict Keane’s ability to participate in certain limited equity investments in publicly owned companies.

Pursuant to the non-competition provision above, Trican may not compete with Keane in the oilfield services business in the United States, own an interest in any entity that competes, directly or indirectly, with Keane in any capacity, or knowingly interfere with the business relationships of Keane, in each case subject to certain limited restrictions, until the earlier of March 16, 2018 and the date on which certain prescribed reductions in Trican’s ownership interests in Keane occurs.

At the time of the transaction, Keane and Trican also entered into a customary transition services agreement that facilitated Keane’s integration of the acquired business into its existing operations.

Stockholders’ Agreement

In connection with this offering, Keane Group, Inc. will enter into the Stockholders’ Agreement with Keane Investor. The rights of Keane Investor under such agreement are described below:

Registration Rights

Any holders of registrable securities that are party to, or permitted assignees of rights under, the Stockholders’ Agreement (each such party, a “Holder”) and (i) collectively and beneficially own at least 20% of

113

the total issued and outstanding Registrable Securities (as defined herein) or (ii) collectively and beneficially own at least 10% of the total issued and outstanding Registrable Securities, provided they beneficially own Registrable Securities equivalent to at least 50% of the Registrable Securities beneficially owned by them as of the effective date (each such Holder, a “Demand Holder”) may, at any time after 180 days following the completion of this offering request we register the resale, under the Securities Act, of all or any portion of the shares of common stock that such Demand Holder owns (provided that in the case of a demand from Keane Investor, shares to be registered are on a pro rata and pari passu basis based on each member of Keane Investor’s beneficial ownership of Registrable Securities).

With respect to the Stockholders’ Agreement, “Registrable Securities” generally refers to outstanding shares of our common stock owned or hereafter acquired by a Holder; provided, however, that any such shares shall cease to be Registrable Securities to the extent (i) a registration statement with respect to the sale of such shares has been declared effective under the Securities Act and such shares have been disposed of in accordance with the plan of distribution set forth in such registration statement, (ii) such shares have been sold to the public through a broker, dealer or market maker in compliance with Rule 144 or Rule 145 of the Securities Act (or any successor rule), or (iii) such shares cease to be outstanding.

Any Demand Holder may require that we effect a registration, provided that we are not required to effect more than one “marketed” underwritten offering or more than one demand registration in any consecutive 180-day period, that the number of shares of common stock requested to be registered in any underwritten offering have a value equal to at least $40,000,000, and that we are not required to effect more than five demand registrations. We may postpone for a reasonable period of time, which may not exceed 90 days, the filing of a registration statement that a Demand Holder requested that it file pursuant to the Stockholders’ Agreement if our board of directors determines that the filing of the registration statement would require us to disclose material non-public information that, in our board of directors’ good faith judgment, after consultation with independent outside counsel to the company, would be required to be disclosed in such registration statement but which we have a bona fide business purpose for not disclosing publicly, provided that, unless otherwise approved in writing by the Holders of a majority of our common stock that demanded the registration, we may not postpone such filing more than twice, or for more than an aggregate of 90 days, in each case, during any 12-month period.

In addition, if we propose to register additional shares of common stock, each Holder will be entitled to notice of the registration and will be entitled to include its shares of common stock (on a pro rata and pari passu basis) in that registration with all registration expenses paid by us. Prior to the distribution by Keane Investor of all of the common stock it holds as of the completion of this offering to its equityholders, Holders other Keane Investor or a Demand Holder will not be entitled to include shares of common stock held by such Holder in a registration proposed by us unless Keane Investor or a Demand Holder also elects to participate in such registration.

Board Representation Rights

Pursuant to the Stockholders’ Agreement, we will be required to appoint individuals designated by Keane Investor (the “Keane Investor Designees”) to our board of directors upon the closing of the IPO-Related Transactions and this offering.

Our certificate of incorporation provides that, prior to the 50% Trigger Date, the authorized number of directors may be increased or decreased by the Designated Controlling Stockholder or a majority of our directors. The Designated Controlling Stockholder shall, immediately prior to the 50% Trigger Date, set the size of the board of directors at 11 directors. On or after the 50% Trigger Date, the authorized number of directors may be increased or decreased by the affirmative vote of not less than two-thirds (2/3) of the then-outstanding shares of capital stock or by resolution of our board of directors. Under the Stockholders’ Agreement, Keane Investor, or any Holder, will have the following board representation rights:

•

from the date on which Keane Group, Inc. is no longer a controlled company under the applicable rules of the NYSE but prior to the 35% Trigger Date, Keane Investor shall have the right to designate to our board

114

of directors a number of individuals equal to one director fewer than 50% of our board of directors at any time, and will (i) cause its directors appointed to the board of directors to vote in favor of maintaining an 11-person board of directors (unless the management board of Keane Investor otherwise agrees by affirmative vote of 80% of the members of the management board of Keane Investor) and (ii) appoint four directors designated by Cerberus and one director designated by Trican; provided , however , that such Keane Investor Designees are qualified and suitable to serve as members of our board of directors under all applicable corporate governance policies and guidelines of Keane Group, Inc. and our board of directors, and all applicable legal, regulatory and stock exchange requirements (other than any requirements under the NYSE regarding director independence) (the “Director Requirements”);

•

for so long as any Holder has beneficial ownership of less than 35% but at least 20% of our then-outstanding common stock, such Holder shall have the right to designate to our board of directors a number of individuals who satisfy the Director Requirements equal to the greater of (i) three or (ii) 25% of the size of our board of directors at any time (rounded up to the next whole number);

•

for so long as any Holder has beneficial ownership of less than 20% but at least 15% of our then-outstanding common stock, such Holder shall have the right to designate to our board of directors a number of individuals who satisfy the Director Requirements equal to the greater of (i) two or (ii) 15% of the size of our board of directors at any time (rounded up to the next whole number);

•

for so long as any Holder has beneficial ownership of less than 15% but at least 10% of our then-outstanding common stock, such Holder shall have the right to designate one individual to our board of directors who satisfies the Director Requirements.

Each of Cerberus, Trican and a representative of a majority of the shares of common stock held by the Keane Parties, shall be entitled to, at its option, designate up to two individuals in the capacity of non-voting observers (the “Observers”) to our board of directors. The appointment and removal of any Observer shall be by written notice to the board of directors. An Observer may attend any meeting of the board of directors, provided that no Observer shall have the right to vote or otherwise participate in the board of directors meeting in any way other than to observe any applicable meeting of the board of directors. Our board of directors or any committee thereof shall have the right to exclude an Observer from any meeting or portion thereof in the sole discretion of a majority of the members in attendance at such meeting. If the Keane Parties, directly or indirectly, cease to beneficially own at least 50% of our common stock beneficially owned by the Keane Parties at the time of this offering, the Keane Parties shall no longer have any right to appoint Observers and shall cause any appointed Observers to immediately resign. If Trican, directly or indirectly, ceases to beneficially own at least 25% of our common stock beneficially owned by Trican at the time of this offering, Trican shall no longer have any right to appoint Observers and shall cause such appointed observers to immediately resign.

Under the Stockholders’ Agreement, in the event of a vacancy on our board of directors arising through the death, resignation or removal of a Holder’s board designee, the Holder shall have the right to designate a replacement who satisfies the Director Requirements to fill such vacancy.

Indemnification; Expenses

We have agreed to indemnify Keane Investor, or any Holder, against any losses or damages resulting from any untrue statement or omission of material fact in any registration statement or prospectus pursuant to which we sell our shares, unless such liability arose from Keane Investor, or any such Holder’s, misstatement or omission, and Keane Investor and the Holders have agreed to indemnify us against all losses caused by their misstatements or omissions. We have also agreed to pay all expenses incident to our performance of or compliance with the registration rights under the Stockholders’ Agreement, including but not limited to all underwriting discounts, commissions, fees and related expenses of underwriters, provided that a Demand Holder shall be responsible for our out-of-pocket registration expenses in the case of a withdrawal of a demand registration by such party (subject to certain exceptions). In addition, the Stockholders’ Agreement will provide that any ownership interests in Keane forfeited by Trican as a result of an indemnification by Trican (in connection with our acquisition of the Acquired Trican Operations) will be subsequently transferred to our company by Keane Investor.

115

Keane Investor Limited Liability Company Agreement

Our Sponsor, the Keane Parties, Trican and management holders of Keane’s Class B Units, will enter into the Keane Investor LLC Agreement, pursuant to which Keane Investor’s appointees to our Board of Directors will be selected. The Keane Investor LLC Agreement will also contain certain non-competition restrictions as described above in “—Trican Transaction,” as well as transfer restrictions relating to Keane Investor’s shares of our common stock. See “Shares Eligible for Future Sale—Transfer Restrictions under the Keane Investor LLC Agreement.” The Keane Investor LLC Agreement will be entered into upon consummation of the IPO-Related Transactions and this offering. A copy of the form Keane Investor LLC Agreement that will be entered into will be filed as an exhibit to the registration statement of which this prospectus is a part.

Policy and Procedures for the Review, Approval or Ratification of Transactions with Related Persons

Prior to the completion of this offering, our board of directors will adopt a written policy (the “Related Party Policy”) and procedures for the review, approval or ratification of “Related Party Transactions” by the independent members of the audit and risk committee of our board of directors. For purposes of the Related Party Policy, a “Related Party Transaction” is any transaction, arrangement or relationship or series of similar transactions, arrangements or relationships (including the incurrence or issuance of any indebtedness or the guarantee of indebtedness) in which (1) the aggregate amount involved will or may be reasonably expected to exceed $120,000 in any fiscal year, (2) the company or any of its subsidiaries is a participant, and (3) any Related Party (as defined herein) has or will have a direct or indirect material interest.

The Related Party Policy defines “Related Party” as any person who is, or, at any time since the beginning of the company’s last fiscal year, was (1) an executive officer, director or nominee for election as a director of the company or any of its subsidiaries, (2) a person with greater than five percent (5%) beneficial interest in the company, (3) an immediate family member of any of the individuals or entities identified in (1) or (2) of this paragraph, and (4) any firm, corporation or other entity in which any of the foregoing individuals or entities is employed or is a general partner or principal or in a similar position or in which such person or entity has a five percent (5%) or greater beneficial interest. Immediate family members (each, a “Family Member”) includes a person’s spouse, parents, stepparents, children, stepchildren, siblings, mothers- and fathers-in-law, sons- and daughters-in-law, brothers- and sisters-in-law and anyone residing in such person’s home, other than a tenant or employee.

Prior to the company entering into any Related Party Transaction, such Related Party Transaction will be reported to our General Counsel who will report the same to the audit and risk committee. Our General Counsel will conduct an investigation and evaluation of the Related Party Transaction and will report his or her findings to the audit and risk committee, including a summary of material facts. The audit and risk committee will review the material facts of all Related Party Transactions which require the audit and risk committee’s approval and either approve or disapprove of the Related Party Transaction, subject to the exceptions described below. If advance notice of a Related Party Transaction has been given to the audit and risk committee and it is not possible to convene a meeting of the audit and risk committee, then the chairman of the audit and risk committee will consider whether the Related Party Transaction is appropriate and, if it is, will approve the Related Party Transaction, with the audit and risk committee being asked to ratify the Related Party Transaction at the next regularly scheduled meeting of the audit and risk committee. In the event the audit and risk committee does not ratify any such Related Party Transaction, management shall make all reasonable efforts to cancel or annul such Related Party Transaction. In determining whether to approve or ratify a Related Party Transaction, the audit and risk committee, or its chairman, as applicable, will consider all factors it deems appropriate, including the factors listed below in “—Review Criteria.”

Entering into a Related Party Transaction without the approval or ratification required by the terms of the Related Party Policy is prohibited and a violation of such policy. In the event the company’s directors, executive officers or Chief Accounting Officer become aware of a Related Party Transaction that was not previously approved or ratified under the Related Party Policy, such person will promptly notify the audit and risk

116

committee (or, if it is not practicable for the company to wait for the audit and risk committee to consider the matter, the chairman of the audit and risk committee) will consider whether the Related Party Transaction should be ratified or rescinded or other action should be taken, with such review considering all of the relevant facts and circumstances regarding the Related Party Transaction, including the factors listed below in “—Review Criteria.” The chairman of the audit and risk committee will report to the committee at its next regularly scheduled meeting any actions taken under the Related Party Policy pursuant to the authority delegated in this paragraph. The audit and risk committee will also review all of the facts and circumstances pertaining to the failure to report the Related Party Transaction to the audit and risk committee and will take, or recommend to our board of directors, any action the audit and risk committee deems appropriate.

No member of the audit and risk committee or director of our board will participate in any discussion or approval of a Related Party Transaction for which he or she is a Related Party, except that the audit and risk committee member or board director will provide all material information concerning the Related Party Transaction to the audit and risk committee.

If a Related Party Transaction will be ongoing, the audit and risk committee may establish guidelines for the company’s management to follow in its ongoing dealings with the Related Party. Thereafter, the audit and risk committee, on at least an annual basis, will review and assess ongoing relationships with the Related Party to ensure that they are in compliance with the audit and risk committee’s guidelines and that the Related Party Transaction remains appropriate.

Review Criteria

All Related Party Transactions will be reviewed in accordance with the standards set forth in the Related Party Policy after full disclosure of the Related Party’s interests in the transaction. As appropriate for the circumstances, the audit and risk committee or its chairman, as applicable, will review and consider:

•

the Related Party’s interest in the Related Party Transaction;

•

the terms of the Related Party Transaction, including the approximate dollar value of the amount involved in the Related Party Transaction and the approximate dollar value of the amount of the Related Party’s interest in the transaction without regard to the amount of any profit or loss;

•

whether the transaction is being undertaken in the ordinary course of business of the company;

•

whether the transaction with the Related Party is proposed to be, or was, entered into on terms no less favorable to the company than terms that could have been reached with an unrelated third party;

•

the purpose of, and the potential benefits to the company of, the Related Party Transaction;

•

a description of any provisions or limitations imposed as a result of entering into the Related Party Transaction;

•

whether the proposed transaction includes any potential reputational risk issues for the company which may arise as a result of or in connection with the Related Party Transaction;

•

whether the proposed transaction would violate any requirements of the company’s financing or other material agreements; and

•

any other relevant information regarding the Related Party Transaction or the Related Party.

The audit and risk committee, or its chairman, as applicable, may approve or ratify the Related Party Transaction only if the audit and risk committee, or its chairman, as applicable, determines in good faith that, under all of the circumstances, the transaction is fair to the company. The audit and risk committee, in its sole discretion, may impose such conditions as it deems appropriate on the company or the Related Party in connection with approval of the Related Party Transaction.

117

Pre-Approved Related Party Transactions

The audit and risk committee has determined that the following transactions will be deemed pre-approved or ratified and will not require review or approval of the audit and risk committee, even if the aggregate amount involved will exceed $120,000, unless otherwise specifically determined by the audit and risk committee.

•

Any employment by the company of an executive officer of the company or any of its subsidiaries if the related compensation conforms with our company’s compensation policies and if the executive officer is not a Family Member of another executive officer or of a director of our board; and

•

Any compensation paid to a director of our board if the compensation is consistent with the company’s bylaws and any compensation policies.

Notwithstanding anything to the contrary in the Related Party Policy, in the event the bylaws of the company require review by our board of directors and/or approval of a Related Party Transaction, the audit and risk committee, and its chairman, will not have the authority to review or approve a Related Party Transaction but will provide a recommendation to our board of directors for the board’s use in its consideration of a given Related Party Transaction.

118

PRINCIPAL AND SELLING STOCKHOLDERS

The following table sets forth information regarding the beneficial ownership of our common stock as of September 30, 2016, after giving effect to the IPO-Related Transactions by:

•

each person who is known by us to beneficially own 5% or more of our outstanding shares of capital stock;

•

the selling stockholder;

•

each member of our board of directors;

•

each of our executive officers named in the Summary Compensation Table under “Executive Compensation”; and

•

all of our directors and executive officers as a group.

Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. None of the persons listed in the following table owns any securities that are convertible into common stock at his or her option currently or within 60 days of our listing date on the NYSE. Unless otherwise indicated, the address for each 5% stockholder, director and executive officer listed below is c/o Keane Group, Inc., 2121 Sage Road, Houston, TX 77056.

Shares
beneficially owned

Percentage of shares
beneficially owned
(assuming no exercise of
underwriters’ option to purchase
additional shares)(1)

Percentage of shares
beneficially owned
(assuming full exercise of
underwriters’ option to purchase
additional shares)(1)

Name of Beneficial Owner

Number

Before Offering(2)

After Offering

Before Offering(2)

After Offering

5% Stockholder and Selling Stockholder :

Keane Investor Holdings LLC(3)(4)

Directors :

James C. Stewart

Lucas N. Batzer

Dale M. Dusterhoft

Marc G. R. Edwards

James E. Geisler

Lisa A. Gray

Gary M. Halverson

Shawn Keane

Elmer D. Reed

Lenard B. Tessler

Scott Wille

Named Executive Officers :

Gregory L. Powell

M. Paul DeBonis Jr.

All directors and executive officers as a group(3) (16 persons)

Represents less than 1%.

(1)

Percentage of shares beneficially owned prior to the offering is based on shares of our common stock outstanding as of our listing date on the NYSE after giving effect to the IPO-Related Transactions.

119

(2)

All the issued and outstanding common stock of Keane Group, Inc. is held by Keane Investor. Accordingly, shareholdings of directors and named executive officers reflected in the table above reflect indirect ownership in Keane Group, Inc. held through interests in Keane Investor.

(3)

Keane Investor is held by a private investor group, including affiliates of Cerberus Capital Management, L.P., members of the Keane family, Trican Well Service, L.P. and certain current members of management. Messrs. Batzer, Geisler, Tessler, Wille and Ms. Gray are affiliated with Cerberus Capital Management, L.P. Stephen Feinberg exercises voting and investment authority over membership interests in Keane Investor owned by the affiliates of Cerberus and may be deemed to have indirect ownership of shares, or % of our outstanding common stock prior to this offering and % upon the completion of this offering (assuming the underwriter’s option to purchase additional shares from the selling stockholder is not exercised), through Cerberus’ interests in Keane Investor. Mr. Dusterhoft is Chief Executive Officer and a director of Trican Well Service, L.P., whose affiliated entities may be deemed, through Trican Well Service, L.P.’s ownership of Class A Units in Keane Investor, to have indirect ownership of shares, or % of our outstanding common stock prior to this offering and % upon the completion of this offering (assuming the underwriter’s option to purchase additional shares from the selling stockholder is not exercised. Shawn Keane, through affiliations with the Keane Parties that own Class A Units in Keane Investor, may be deemed to have indirect ownership of shares, or % of our outstanding common stock prior to this offering and % upon the completion of this offering (assuming the underwriter’s option to purchase additional shares from the selling stockholder is not exercised). Upon completion of this offering, several members of our management, including Messrs. Stewart, Powell and DeBonis and 3 additional officers, will hold Class B Units in Keane Investor. As a result, such individuals will be entitled to certain cash distributions from Keane Investor following the distribution of $468 million to holders of Class A Units in Keane Investor. Trican Well Service, L.P. also holds Class C Units in Keane Investor that entitle Trican to certain cash distributions from Keane Investor following certain distributions to the holders of Class A Units and Class B Units. See “Certain Relationships and Related Party Transactions.”

(4)

The address for Keane Investor Holdings LLC and Messrs. Batzer, Geisler, Tessler, Wille and Ms. Gray is c/o Cerberus Capital Management, L.P., 875 Third Avenue, New York, New York 10022.

120

DESCRIPTION OF CAPITAL STOCK

The following summarizes the most important terms of our common stock and related provisions of the certificate of incorporation and our bylaws that will be in effect upon the closing of the IPO-Related Transactions and this offering. This description also summarizes the principal agreements relating to our common stock. Because it is only a summary, it does not contain all the information that may be important to you. For a complete description, you should refer to our certificate of incorporation and bylaws and the agreements referred to below, copies of which are filed as exhibits to the registration statement of which this prospectus forms a part.

General

After giving effect to the IPO-Related Transactions, our authorized capital stock will consist of 500,000,000 shares of common stock, par value $0.01 per share, and 50,000,000 shares of preferred stock, par value $0.01 per share.

Upon the closing of the IPO-Related Transactions and this offering, there will be shares of our common stock outstanding.

Common Stock

Dividend Rights

Subject to preferences that may be applicable to any then-outstanding preferred stock, holders of our common stock are entitled to receive ratably those dividends, if any, as may be declared from time to time by our board of directors out of legally available funds.

Voting Rights

Each holder of our common stock is entitled to one vote for each share owned of record on all matters voted upon by stockholders. A majority vote is required for all action to be taken by stockholders, except as otherwise provided for in our certificate of incorporation and bylaws or as required by law, including the election of directors in an election that is determined by our board of directors to be a contested election, which requires a plurality. Our certificate of incorporation provides that our board of directors and, prior to the 50% Trigger Date, the Designated Controlling Stockholder, are expressly authorized to make, alter or repeal our bylaws and that our stockholders may only amend our bylaws after the 50% Trigger Date with the approval of at least two-thirds of the total voting power of the outstanding shares of our capital stock entitled to vote in any annual election of directors.

Liquidation Rights

In the event of our liquidation, dissolution or winding-up, the holders of our common stock are entitled to share equally and ratably in our assets, if any, remaining after the payment of all of our debts and liabilities and the liquidation preference of any outstanding preferred stock.

Other Rights

Our common stock has no preemptive rights, no cumulative voting rights and no redemption, sinking fund or conversion provisions.

121

Preferred Stock

Our board of directors is authorized, by resolution or resolutions, to issue up to 50,000,000 shares of our preferred stock. Our board of directors is authorized, by resolution or resolutions, to provide, out of the unissued shares of our preferred stock, for one or more series of preferred stock and, with respect to each such series, to fix, without further stockholder approval, the designation, powers, preferences and relative, participating, option or other special rights, including voting powers and rights, and the qualifications, limitations or restrictions thereof, of each series of preferred stock pursuant to Section 151 of the DGCL. Our board of directors could authorize the issuance of preferred stock with terms and conditions that could discourage a takeover or other transaction that some holders of our common stock might believe to be in their best interests or in which holders of common stock might receive a premium for their shares over and above market price. We have no current plan to issue any shares of preferred stock.

Composition of our Board of Directors

Upon the closing of this offering, it is anticipated that we will have 11 directors. The Stockholders’ Agreement will provide that, except as otherwise required by applicable law, from the date (a) immediately prior to the 50% Trigger Date, the Designated Controlling Stockholder shall set the size of the board of directors at 11 directors; (b) on which we are no longer a controlled company under the applicable rules of the NYSE but prior to the 35% Trigger Date, Keane Investor shall have the right to designate a number of individuals who satisfy the Director Requirements equal to one director fewer than 50% of our board of directors at any time and shall cause its directors appointed to our board of directors to vote in favor of maintaining an 11-person board of directors unless the management board of Keane Investor otherwise agrees by the affirmative vote of 80% of the management board of Keane Investor; (c) on which a Holder has beneficial ownership of at least 20% but less than a 35% of our then-outstanding common stock, the Holder will have the right to designate a number of individuals who satisfy the Director Requirements equal to the greater of three or 25% of the size of our board of directors at any time (rounded up to the next whole number); (d) on which a Holder has beneficial ownership of at least 15% but less than 20% of our then-outstanding common stock, the Holder will have the right to designate the greater of two or 15% of the size of our board of directors at any time (rounded up to the next whole number); and (e) on which a Holder has beneficial ownership of at least 10% but less than 15% of our then-outstanding common stock, it will have the right to designate one individual who satisfies the Director Requirements.

Pursuant to the Keane Investor LLC Agreement and the Stockholders’ Agreement, prior to the 50% Trigger Date, a majority vote of the management board of Keane Investor is required to designate directors to our board of directors, and the designated directors consist of six designees of Cerberus (if Cerberus so requests), one individual designated by Trican (if Trican so requests) and the Chief Executive Officer of Keane. From the date on which we are no longer a controlled company under the applicable rules of the NYSE but prior to the 35% Trigger Date, a majority vote of the management board of Keane Investor is required to designate nominees to be included and the slate for election to our board of directors if the designated nominees consist of four nominees of Cerberus (if Cerberus so requests) and one nominee of Trican (if Trican so requests). The nominees shall include persons that are “independent” for purposes of the Listed Company Rules of the NYSE if required to comply with such rules.

Our certificate of incorporation provides that our board of directors will consist of not less than seven directors and not more than 15 directors, and that the exact number of directors will be determined by a resolution of our board of directors. Our certificate of incorporation also provides that, prior to the 50% Trigger Date, the Designated Controlling Stockholder may increase or decrease the authorized number of directors on our board of directors. Following the 50% Trigger Date, the authorized number of directors may be increased or decreased only with the approval of at least two-thirds of all of the outstanding shares of our capital stock entitled to vote.

122

our Board of Directors. The appointment and removal of any Observer shall be by written notice to the Board of Directors. An Observer may attend any meeting of the board of directors, provided that no Observer shall have the right to vote or otherwise participate in the board of directors meeting in any way other than to observe any applicable meeting of the board of directors. Our board of directors or any committee thereof shall have the right to exclude an Observer from any meeting or portion thereof in the sole discretion of a majority of the members in attendance at such meeting. If the Keane Parties, directly or indirectly, cease to beneficially own at least 50% of our common stock beneficially owned by the Keane Parties at the time of this offering, the Keane Parties shall no longer have any right to appoint Observers and shall cause any appointed Observers to immediately resign. If Trican, directly or indirectly, ceases to beneficially own at least 25% of our common stock beneficially owned by Trican at the time of this offering, Trican shall no longer have any right to appoint Observers and shall cause such appointed observers to immediately resign.

Anti-Takeover Effects of Delaware Law and Our Certificate of Incorporation and Bylaws

Some provisions of Delaware law and of our certificate of incorporation and bylaws could have the effect of delaying, deferring or discouraging another party from acquiring control of us. These provisions, which are summarized below, are expected to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of us to first negotiate with our board of directors.

Requirements for Advance Notification of Stockholder Nominations and Proposals

Our bylaws establish advance notice procedures with respect to stockholder proposals, other than proposals made by or at the direction of our board of directors or, prior to the 35% Trigger Date, by the Designated Controlling Stockholder. Our bylaws also establish advance notice procedures with respect to the nomination of candidates for election as directors, other than nominations made by or at the direction of our board of directors or by a committee appointed by our board of directors. These provisions may have the effect of precluding the conduct of certain business at a meeting if the proper procedures are not followed, and may also discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of us.

Calling Special Stockholder Meetings

Our certificate of incorporation and bylaws provide that special meetings of our stockholders may be called only by our board of directors or by stockholders owning at least 25% in amount of our entire capital stock issued and outstanding, and entitled to vote.

Stockholder Action by Written Consent

The DGCL permits stockholder action by written consent unless otherwise provided by our certificate of incorporation. Prior to the 50% Trigger Date, the Designated Controlling Stockholder may take any action that may be taken at a meeting by written consent. On or after the 50% Trigger Date, no action may be taken by written consent in lieu of a stockholders’ meeting.

Undesignated Preferred Stock

Our board of directors is authorized to issue, without stockholder approval, preferred stock with such terms as our board of directors may determine. The ability to authorize undesignated preferred stock makes it possible for our board of directors to issue one or more series of preferred stock with voting or other rights or preferences that could impede the success of any attempt to change control of the company.

123

Delaware Anti-Takeover Statute

We have elected not to be governed by Section 203 of the DGCL, an anti-takeover law (“Section 203”). This law prohibits a publicly held Delaware corporation from engaging under certain circumstances in a business combination with any interested stockholder for a period of three years following the date that the stockholder became an interested stockholder, unless:

•

prior to the date of the transaction, the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;

•

upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the number of shares outstanding those shares owned by persons who are directors and also officers and by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or

•

on or subsequent to the date of the transaction, the business combination is approved by our board of directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least two-thirds of the outstanding voting stock which is not owned by the interested stockholder.

Section 203 defines “business combination” to include: any merger or consolidation involving us and the interested stockholder; any sale, transfer, pledge or other disposition of 10% or more of our assets involving the interested stockholder; in general, any transaction that results in the issuance or transfer by us of any of our stock to the interested stockholder; or the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or through us. In general, Section 203 defines an interested stockholder as any entity or person beneficially owning 15% or more of the outstanding voting stock of the corporation and any entity or person affiliated with or controlling or controlled by any such entity or person. A Delaware corporation may opt out of this provision by express provision in its original certificate of incorporation or by amendment to its certificate of incorporation or bylaws approved by its stockholders. We have opted out of this provision. Accordingly, we will not be subject to any anti-takeover effects of Section 203.

Removal of Directors; Vacancies

Our certificate of incorporation provides that, following the 50% Trigger Date, directors may be removed with or without cause upon the affirmative vote of holders of at least two-thirds of the total voting power of the outstanding shares of the capital stock of the company entitled to vote in any annual election of directors or class of directors, voting together as a single class. In addition, our certificate of incorporation provides that vacancies, including those resulting from newly created directorships or removal of directors, may only be filled (i) by the Designated Controlling Stockholder or by a majority of the directors then in office, prior to the 50% Trigger Date, and (ii) after the 50% Trigger Date, by a majority of the directors then in office, in each case although less than a quorum, or by a sole remaining director. This may deter a stockholder from increasing the size of our board of directors and gaining control of the board of directors by filling the remaining vacancies with its own nominees.

Limitation on Directors’ Liability

Our certificate of incorporation and bylaws will indemnify our directors to the fullest extent permitted by the DGCL. The DGCL permits a corporation to limit or eliminate a director’s personal liability to the corporation or the holders of its capital stock for breach of duty. This limitation is generally unavailable for acts or omissions by a director which (i) were in bad faith, (ii) were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated or (iii) involved a financial profit or other advantage to which such director was not legally entitled. The DGCL also prohibits limitations on director liability for acts or omissions which

124

resulted in a violation of a statute prohibiting certain dividend declarations, certain payments to stockholders after dissolution and particular types of loans. The effect of these provisions is to eliminate the rights of our company and our stockholders (through stockholders’ derivative suits on behalf of our company) to recover monetary damages against a director for breach of fiduciary duty as a director (including breaches resulting from grossly negligent behavior), except in the situations described above. These provisions will not limit the liability of directors under the federal securities laws of the United States.

Existing Senior Secured Debt Facilities

Under our credit agreements, a change of control may lead the lenders to exercise remedies, such as acceleration of their loans, termination of their obligations to fund additional advances and collection against the collateral securing such loan.

Choice of Forum

Stockholders’ Agreement

Registration Rights

Upon the closing of this offering, any Holder that (i) collectively and beneficially own at least 20% of the total issued and outstanding Registrable Securities or (ii) collectively and beneficially own at least 10% of the total issued and outstanding Registrable Securities, provided they beneficially own Registrable Securities equivalent to at least 50% of the Registrable Securities beneficially owned by them as of the effective date, will have the right to require us to register their shares under the Securities Act under specified circumstances.

Demand and Form S-3 Registration Rights

Beginning 180 days after the closing of this offering, a Demand Holder, subject to specified limitations, may require that we register all or part of their shares of our common stock for sale under the Securities Act, provided that we are not required to effect more than one “marketed” underwritten offering or more than one demand registration in any consecutive 180-day period, that the number of shares of common stock requested to be registered in any underwritten offering have a value equal to at least $40,000,000, and that we are not required to effect more than five demand registrations. In addition, the Demand Holders may from time to time make demand for registrations on Form S-1, a long-form registration statement, or Form S-3, a short-form registration statement, when we are eligible to use those forms.

Piggyback Registration Rights

If we propose to register additional shares of common stock, each Holder will be entitled to notice of the registration and will be entitled to include its shares of common stock (on a pro rata and pari passu basis) in that registration with all registration expenses paid by us. Prior to the distribution by Keane Investor of all of the common stock it holds as of the completion of this offering to its equityholders, Holders other Keane Investor or a Demand Holder will not be entitled to include shares of common stock held by such Holder in a registration proposed by us unless Keane Investor or a Demand Holder also elects to participate in such registration.

125

Limitations and Expenses

Other than in a demand registration, with specified exceptions, the rights of the Holders to include shares in a registration are subject to the right of the underwriters to limit the number of shares included in the offering. All fees, costs and expenses of any registrations made pursuant to the Stockholders’ Agreement, including demand registrations, registrations on Form S-3 and piggyback registrations, will be paid by us, and all selling expenses, including underwriting discounts and commissions, will be paid by us, provided that a Demand Holder shall be responsible for our out-of-pocket registration expenses in the case of a withdrawal of a demand registration by such party (subject to certain exceptions).

Listing

We intend to list our common stock on the NYSE under the symbol “FRAC.”

Transfer Agent and Registrar

The transfer agent and registrar for our common stock will be American Stock Transfer & Trust Company LLC.

126

SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, there has been no public market for our capital stock. Future sales of our common stock in the public market, or the availability of such shares for sale in the public market, could adversely affect market prices prevailing from time to time. As described below, only a limited number of shares will be available for sale shortly after this offering due to contractual and legal restrictions on resale. Nevertheless, sales of our common stock in the public market after such restrictions lapse, or the perception that those sales may occur, could adversely affect the prevailing market price at such time and our ability to raise equity capital in the future.

After giving effect to the IPO-Related Transactions, upon the closing of this offering, shares of common stock will be outstanding, assuming the number of shares sold in this offering is the number of shares set forth on the cover of this prospectus. All of the shares sold in this offering will be freely tradable. Shares held by our affiliates, as that term is defined in Rule 144, including shares held by Keane Investor, may only be sold in compliance with the limitations described below.

The remaining shares of our common stock outstanding after this offering are restricted securities, as such term is defined in Rule 144, or are subject to lock-up agreements with the underwriters of this offering, as described below. Following the expiration of the lock-up period pursuant to any such lock-up agreements, restricted securities may be sold in the public market only if registered or if they qualify for an exemption from registration under Rule 144 or Rule 701 (as defined herein) promulgated under the Securities Act, described in greater detail below.

Rule 144

In general, a person who has beneficially owned restricted shares of our common stock for at least six months would be entitled to sell their securities provided that (i) such person is not deemed to have been one of our affiliates at the time of, or at any time during the 90 days preceding, a sale and (ii) we are subject to the Exchange Act periodic reporting requirements for at least 90 days before the sale. Persons who have beneficially owned restricted shares of our common stock for at least six months but who are our affiliates at the time of, or any time during the 90 days preceding, a sale, would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period only a number of securities that does not exceed the greater of either of the following:

•

1% of the number of shares of our common stock outstanding at the time of such sale, which will equal shares as of the closing of this offering (assuming that the underwriters’ option to purchase additional shares from the selling stockholder is not exercised); or

•

the average weekly trading volume of our common stock on the NYSE during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale;

provided , in each case, that we are subject to the Exchange Act periodic reporting requirements for at least 90 days before the sale. Such sales both by affiliates and by non-affiliates must also comply with the manner of sale, current public information, and notice provisions of Rule 144.

Notwithstanding the availability of Rule 144, the holders of all of our restricted shares will have entered into lock-up agreements as described under “Underwriting,” and their restricted shares will become eligible for sale only following expiration of the restrictions set forth in those agreements.

Rule 701

Rule 701 under the Securities Act (“Rule 701”), as in effect on the date of this prospectus, permits resales of shares in reliance upon Rule 144 but without compliance with certain restrictions of Rule 144, including the

127

holding period requirement. Most of our executive officers or directors who acquired shares under a written compensatory plan or contract may be entitled to rely on the resale provisions of Rule 701, but all holders of Rule 701 shares are required to wait until 90 days after the effective date of this registration statement before selling their shares. However, substantially all Rule 701 shares are subject to lock-up agreements as described below and under “Underwriting,” and will become eligible for sale only following expiration of those agreements.

Lock-Up Agreements

We and our officers, directors and holders of substantially all of our common stock on the date of this prospectus will have entered into lock-up agreements with the underwriters providing, subject to certain exceptions, that we and they will not, subject to certain exceptions, dispose of or hedge any shares of our common stock or securities convertible into or exchangeable for shares of common stock during the period from the date of this prospectus continuing through the date that is 180 days after the date of this prospectus unless extended pursuant to its terms. Pursuant to this agreement, among other exceptions, we may enter into an agreement providing for the issuance of our common stock in connection with the acquisition, merger or joint venture with another publicly traded entity during the 180-day restricted period after the date of this prospectus. For a more complete description of the lock-up restrictions and specified exceptions, see “Underwriting.”

Transfer Restrictions under the Keane Investor LLC Agreement

The Keane Investor LLC Agreement provides that following the 35% Trigger Date, the management board of Keane Investor may cause the distribution of our common stock held by Keane Investor to the members of Keane Investor. If any equityholder of Keane Investor does not wish to participate in a private block sale or resale by Keane Investor (a “Sell-Down”) of our common stock (the “Sell-Down Stock”), Keane Investor shall, subject to compliance with securities laws, distribute to such equityholder such equityholder’s pro rata share of our common stock that would have otherwise been sold in such Sell-Down (the “Distributed Stock”); provided that the Distributed Stock shall be subject to the same restrictions on transfer, market stand-off and lock-up provisions to which the Sell-Down Stock is subject in the Stockholders’ Agreement (the “Transaction Transfer Restrictions”). Subject to compliance with applicable securities laws, the Distributed Stock may be sold or otherwise disposed of by the holder thereof so long as no Transaction Transfer Restriction period is in effect. Keane Investor shall provide notice to such holder or its representatives of its intention to effect a Sell-Down not more than 30 calendar days prior to the intended date for the completion of such Sell-Down, in which event the holder of the Distributed Stock shall have the right to participate in such Sell-Down with Keane Investor pro rata based on such holder’s beneficial ownership of our common stock, or, if not participating in such Sell-Down, shall not sell or otherwise dispose of the Distributed Stock (or other of our common stock beneficially owned by such holder) during such 30 calendar day period or such longer transfer, market stand-off or lock-up provision that Keane Investor or its members shall become subject to in connection with such Sell-Down.

Registration Rights

Upon the closing of this offering, Keane Investor, which will hold an aggregate of shares of our common stock (assuming that the underwriters’ option to purchase additional shares from the selling stockholder is not exercised), will have the right to require us to register the shares of our common stock held by Keane Investor under the Securities Act under specified circumstances. After registration and sale pursuant to these rights, these shares will become freely tradable without restriction under the Securities Act. We will bear the expenses incurred in connection with the filing of any such registration statements. Please see “Certain Relationships and Related Party Transactions—Stockholders’ Agreement” for additional information regarding these registration rights.

128

Incentive Plans

As soon as practicable after the closing of this offering, we intend to file a Form S-8 registration statement under the Securities Act to register shares of our common stock issued or reserved for issuance under our Incentive Plan. The Form S-8 registration statement will become effective immediately upon filing, and shares covered by that registration statement will thereupon be eligible for sale in the public markets, subject to vesting restrictions, the lock-up agreements described above, and Rule 144 limitations applicable to affiliates. For a more complete discussion of our equity compensation plans, see “Executive Compensation—Incentive Plans.”

129

DESCRIPTION OF INDEBTEDNESS

The following is a summary of the material provisions of the instruments and agreements evidencing the material indebtedness of Keane and certain of its subsidiaries. It does not include all of the provisions of our material indebtedness, does not purport to be complete and is qualified in its entirety by reference to the instruments and agreements described.

Existing ABL Facility

On March 16, 2016, KGH Intermediate Holdco I, LLC, KGH Intermediate Holdco II, LLC, Keane Frac, LP, KS Drilling, LLC, Keane Frac ND, LLC and Keane Frac TX, LLC (collectively, the “ABL Borrowers”) entered into an amendment which modified their existing revolving credit and security agreement (as amended through the date hereof, the “Existing ABL Facility”) with certain financial institutions (collectively, the “ABL Lenders”) and PNC Bank, National Association, as agent for the ABL Lenders.

Structure . The Existing ABL Facility provides for a $100 million revolving credit facility (with a $20 million subfacility for letters of credit), subject to a borrowing base (described below).

Maturity . The Existing ABL Facility matures on January 8, 2019.

Borrowing Base . The amount of loans and letters of credit available under the Existing ABL Facility is limited to the lesser of the aggregate commitments under the Existing ABL Facility or an amount determined pursuant to a customary borrowing base.

Interest . Amounts outstanding under the Existing ABL Facility bear interest at a rate per annum equal to, at our option, (a) the base rate, plus an applicable margin equal to (i) 2.25% or (ii) if the borrowers maintain a fixed charge coverage ratio of 1.00 to 1.00 for 4 consecutive fiscal quarters, 1.25% or (b) the LIBOR rate, plus an applicable margin equal to (i) 4.00% or (ii) if the borrowers maintain a fixed charge coverage ratio of 1.00 to 1.00 for 4 consecutive fiscal quarters, 3.00%. Following an event of default, the Existing ABL Facility bears interest at the rate otherwise applicable to such loans at such time plus an additional 2.00% per annum during the continuance of such event of default, and the letter of credit fees increase by 2.00%.

Guarantees . Subject to certain exceptions as set forth in the definitive documentation for the Existing ABL Facility, the amounts outstanding under the Existing ABL Facility are guaranteed by KGH Intermediate Holdco I, Keane Frac GP, LLC and each of our existing and future direct and indirect wholly-owned domestic subsidiaries that are not ABL Borrowers (collectively, the “ABL Guarantors”).

Security . Subject to certain exceptions as set forth in the definitive documentation for the Existing ABL Facility, the obligations under the Existing ABL Facility are secured by a first-priority security interest in and lien on substantially all of the accounts receivable; inventory; ABL Equipment; chattel paper, instruments and documents related to accounts, receivables, inventory, equipment securing the Existing ABL Facility (the “ABL Equipment”); lender-provided hedges; cash; deposit accounts and cash and cash equivalents credited thereto; payment intangibles, general intangibles, commercial tort claims and books and records related to any of the foregoing; rights to business interruption insurance; and supporting obligations of the company and its subsidiaries that are ABL Borrowers or ABL Guarantors under the Existing ABL Facility (collectively, the “Existing ABL Facility Priority Collateral”).

Fees . Certain customary fees are payable to the lenders and the agents under the Existing ABL Facility.

Affirmative and Negative Covenants . The Existing ABL Facility contains various affirmative and negative covenants (in each case, subject to customary exceptions as set forth in the definitive documentation for the Existing ABL Facility).

130

Financial Covenants . The Existing ABL Facility provides that if at any time during any fiscal quarter liquidity is less than or equal to the greater of (x) $12,500,000 and (y) an amount equal to the lesser of (i) 20% of the borrowing base and (ii) $20,000,000, the company and its subsidiaries must maintain a fixed charge coverage ratio of not less than 1.0:1.0 for the four fiscal-quarter period ending as of the last day of such fiscal quarter. This covenant will remain in effect until the 30 ^th consecutive day that such liquidity trigger no longer exists.

Events of Default . The Existing ABL Facility contains customary events of default (subject to exceptions, thresholds and grace periods as set forth in the definitive documentation for the Existing ABL Facility).

Existing Term Loan Facility

On March 16, 2016, KGH Intermediate Holdco I, LLC, KGH Intermediate Holdco II, LLC and Keane Frac, LP (collectively, the “Term Loan Borrowers”), entered into a credit agreement (as amended through the date hereof, the “Existing Term Loan Facility”) with certain financial institutions (collectively, the “Term Lenders”) and CLMG Corp., as administrative agent for the Term Lenders.

Structure . The Existing Term Loan Facility initially provided for a $100 million term loan (the “Term Loan”). As of September 30, 2016, $99 million of term loans remained outstanding under the Existing Term Loan Facility.

Maturity . The earlier to occur of (a) March 16, 2021 and (b) to the extent the obligations under the NPA mature on or prior to March 16, 2021, the date that is 91 days prior to the earlier of (i) March 16, 2021 and (ii) the date of the maturity of the obligations under the NPA.

Amortization . The Term Loan amortizes in quarterly installments equal to $625,000, which commenced on June 30, 2016.

Interest . The Term Loan bears interest, at our option, at a rate per annum equal to either (a) the base rate plus 6.00% or (b) LIBOR (subject to a 1.50% floor for any portion of the Term Loan subject to an interest period of three or six months) plus 7.00%. Any overdue principal amount in respect of the Term Loan shall bear interest at the rate otherwise applicable to the Term Loan at such time plus an additional 2.00%.

Prepayments . The Term Loan is required to be prepaid with (a) 100% of the net cash proceeds of certain capital contributions, issuances of equity interests, asset sales, casualty events and other dispositions, subject to certain exceptions and reinvestment rights; (b) 100% of the net cash proceeds of debt incurrences (other than debt incurrences permitted under the Existing Term Loan Facility); and (c) 100% (subject to a step-down to 50% when the principal amount of the Term Loan is equal to or less than $50,000,000) of excess cash flow minus certain voluntary prepayments of the Term Loan

Guarantees . Subject to certain exceptions as set forth in the definitive documentation for the Existing Term Loan Facility, the amounts outstanding under the Existing Term Loan Facility are guaranteed by Keane Frac GP, LLC, KS Drilling, LLC, Keane Frac ND, LLC, Keane Frac TX, LLC and each of our existing and future direct and indirect wholly-owned domestic subsidiaries that are not Term Loan Borrowers (collectively, the “Term Loan Guarantors”).

Security . Subject to certain exceptions as set forth in the documentation for the Existing Term Loan Facility, the obligations under the Existing Term Loan Facility are secured by a first-priority security interest in and lien on substantially all of the assets of the Term Loan Borrowers and the Term Loan Guarantors to the extent not constituting Existing ABL Facility Priority Collateral and a second-priority security interest in and lien on substantially all of the assets of the Term Loan Borrowers and the Term Loan Guarantors constituting Existing ABL Facility Priority Collateral.

131

Affirmative and Negative Covenants . The Existing Term Loan Facility contains various affirmative and negative covenants (including a financial covenant) (in each case, subject to customary exceptions as set forth in the definitive documentation for the Existing Term Loan Facility).

Events of Default . The Existing Term Loan Facility contains customary events of default (subject to exceptions, thresholds and grace periods as set forth in the definitive documentation for the Existing Term Loan Facility).

Note Purchase Agreement

On March 16, 2016, KGH Intermediate Holdco II, LLC (the “Issuer”), entered into an amendment which modified its existing note purchase agreement (as amended through the date hereof, the “NPA”) with certain financial institutions (collectively, the “Purchasers”) and U.S. Bank National Association, as agent for the Purchasers.

Structure . The NPA initially provided for $200 million of secured notes (which included a $50 million subfacility for delayed draw notes) (the “Notes”). As of September 30, 2016, $190 million of notes were outstanding under the NPA.

Maturity . The Notes mature on August 8, 2019.

Amortization . The Notes amortize in quarterly installments equal to $1,250,000, which commenced on December 31, 2014.

Interest . The Notes bear interest at a rate per annum equal to 12.00%. Any overdue principal amount in respect of the Notes shall bear interest at the rate otherwise applicable to the Notes at such time plus an additional 2.00%.

Prepayment . The NPA is required to be prepaid with: (a) 100% of the net cash proceeds of certain asset sales, casualty events and other dispositions in excess of an aggregate amount of $1,000,000 in any fiscal year, subject to certain exceptions and reinvestment rights; (b) 100% of the net cash proceeds of debt incurrences (other than debt incurrences permitted under the NPA); and (c) 50% of excess cash flow minus certain optional prepayments on and after the date the Existing Term Loan Facility has been paid in full.

Guarantees . Subject to certain exceptions as set forth in the definitive documentation for the NPA, the amounts outstanding under the NPA are guaranteed by KGH Intermediate Holdco I, LLC, Keane Frac LP, Keane Frac GP, LLC, KS Drilling, LLC, Keane Frac ND, LLC and Keane Frac TX, LLC and each of our existing and future direct and indirect wholly-owned domestic subsidiaries (collectively, the “Notes Guarantors”).

Security . Subject to certain exceptions as set forth in the documentation for the NPA, the obligations under the NPA are secured by a second-priority security interest in and lien on substantially all of the assets of the Issuer and the Notes Guarantors to the extent not constituting Existing ABL Facility Priority Collateral and a third-priority security interest in and lien on substantially all of the assets of the Issuer and the Notes Guarantors constituting Existing ABL Facility Priority Collateral.

Affirmative and Negative Covenants . The NPA contains various affirmative and negative covenants (including a financial covenant) (in each case, subject to customary exceptions as set forth in the definitive documentation for the NPA).

Events of Default . The NPA contains customary events of default (subject to exceptions, thresholds and grace periods as set forth in the definitive documentation for the NPA).

132

Anticipated Refinancing Facilities

We have had preliminary discussions with potential lenders, financial intermediaries and advisors and following the consummation of this offering, subject to market conditions, we intend to enter into new financing facilities, consisting of a new asset-based revolving facility and a new term loan facility. The principal amount, applicable interest rate and other terms of the New Credit Facilities are not expected to be definitively determined until after the closing date of this offering and shortly before the closing date of the New Credit Facilities and may be adversely affected by economic, market, geopolitical and other conditions, most of which are beyond our control. If we enter into the New Credit Facilities, we intend to use the proceeds thereof to repay all amounts outstanding under, and to terminate, the Existing ABL Facility and our Notes under the NPA. This offering is not contingent upon our entering into the New Credit Facilities, and there can be no assurance that we will enter into the New Credit Facilities and terminate the Existing ABL Facility and NPA following the consummation of this offering, or at all, and we may elect not to proceed with the Anticipated Refinancing. See “Risk Factors—Risks Relating to Our Indebtedness—We may be unable to complete the Anticipated Refinancing Transactions, or we may decide not to pursue the Anticipated Refinancing Transactions.

133

CERTAIN U.S. FEDERAL INCOME AND ESTATE TAX CONSIDERATIONS

TO NON-U.S. HOLDERS

The following is a summary of certain United States federal income and estate tax consequences to a non-U.S. holder (as defined herein) of the purchase, ownership and disposition of our common stock as of the date hereof. This summary deals only with common stock that is held as a capital asset.

Except as modified for estate tax purposes (as discussed below), a “non-U.S. holder” means a beneficial owner of our common stock that, for United States federal income tax purposes, is an individual, corporation, estate or trust that is not any of the following:

•

an individual who is a citizen or resident of the United States;

•

a corporation organized under the laws of the United States, any state thereof or the District of Columbia;

•

an estate the income of which is subject to United States federal income taxation regardless of its source; or

•

a trust if it (1) is subject to the primary supervision of a court within the United States and one or more United States persons have the authority to control all substantial decisions of the trust or (2) has a valid election in effect under applicable United States Treasury regulations to be treated as a United States person.

This summary is based upon provisions of the Internal Revenue Code of 1986, as amended (the “Code”), and regulations, rulings and judicial decisions, all as of the date hereof. Those authorities may be changed, perhaps retroactively, so as to result in United States federal income and estate tax consequences different from those summarized below. This summary does not address all aspects of United States federal income and estate taxes and does not address the effects of any other United States federal tax laws (including gift tax or the Medicare tax on certain investment income) and does not deal with foreign, state, local or other tax considerations that may be relevant to holders in light of their particular circumstances. In addition, it does not represent a detailed description of the United States federal income or estate tax consequences applicable to you if you are subject to special treatment under the United States federal income tax laws (including if you are a United States expatriate, “controlled foreign corporation,” “passive foreign investment company” or a partnership or other pass-through entity for United States federal income tax purposes). We cannot assure you that a change in law will not alter significantly the tax considerations that we describe in this summary.

If an entity treated as a partnership for United States federal income tax purposes holds our common stock, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. If you are a partner of a partnership considering an investment in our common stock, you should consult your tax advisors.

If you are considering the purchase of our common stock, you should consult your own tax advisors concerning the particular United States federal tax consequences to you of the ownership of the common stock, as well as the consequences to you arising under the laws of any other taxing jurisdiction.

Dividends

Subject to the discussion of backup withholding and FATCA (as defined herein) below, dividends paid to a non-U.S. holder of our common stock generally will be subject to United States federal withholding tax at a 30% rate or such lower rate as may be specified by an applicable income tax treaty.

However, dividends that are effectively connected with the conduct of a trade or business by the non-U.S. holder within the United States are generally not subject to the United States federal withholding tax, provided certain certification and disclosure requirements are satisfied. Instead, such dividends are subject to United States

134

federal income tax on a net income basis in generally the same manner as if the non-U.S. holder were a United States person as defined under the Code, unless an applicable income tax treaty provides otherwise. Any such effectively connected dividends received by a foreign corporation may be subject to an additional “branch profits tax” at a 30% rate or such lower rate as may be specified by an applicable income tax treaty, on its effectively connected earnings and profits, subject to adjustments.

A non-U.S. holder of our common stock who wishes to claim the benefit of an applicable treaty rate and avoid backup withholding, as discussed below, for dividends will be required (a) to complete the applicable Internal Revenue Service Form W-8 and certify under penalty of perjury that such holder is not a United States person as defined under the Code and is eligible for treaty benefits or (b) if our common stock is held through certain foreign intermediaries, to satisfy the relevant certification requirements of applicable United States Treasury regulations. Special certification and other requirements apply to certain non-U.S. holders that are pass-through entities rather than corporations or individuals.

A non-U.S. holder of our common stock eligible for a reduced rate of United States withholding tax pursuant to an income tax treaty may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the Internal Revenue Service.

Gain on Disposition of Common Stock

Subject to the discussion of backup withholding and FATCA below, any gain realized on the sale, exchange or other taxable disposition of our common stock generally will not be subject to United States federal income or withholding tax unless:

•

the gain is effectively connected with a trade or business of the non-U.S. holder in the United States;

•

the non-U.S. holder is an individual who is present in the United States for 183 days or more in the taxable year of that disposition, and certain other conditions are met; or

•

we are or have been a “United States real property holding corporation” for United States federal income tax purposes.

A non-U.S. holder described in the first bullet point immediately above will be subject to United States federal income tax on the net gain derived from the disposition on a net income basis in generally the same manner as if the non-U.S. holder were a United States person as defined under the Code, unless an applicable income tax treaty provides otherwise. If a non-U.S. holder that is a foreign corporation falls under the first bullet point immediately above, it may also be subject to the branch profits tax equal to 30% (or such lower rate as may be specified by an applicable income tax treaty) of its effectively connected earnings and profits, subject to adjustments.

Unless an applicable income tax treaty provides otherwise, an individual non-U.S. holder described in the second bullet point immediately above will be subject to a flat 30% United States federal income tax on the gain derived from the disposition, which may be offset by United States source capital losses, even though the individual is not considered a resident of the United States.

We believe we are not and do not anticipate becoming a “United States real property holding corporation” for United States federal income tax purposes. However, even if we become a “United States real property holding corporation,” if our common stock is considered to be regularly traded on an established securities market for United States federal income tax purposes, only a non-U.S. holder who, actually or constructively, holds or held (at any time during the shorter of the five-year period preceding the date of disposition or the holder’s holding period) more than 5% of our common stock will be subject to United States federal income tax on any gain derived from the disposition of our common stock.

135

Federal Estate Tax

Common stock held (or deemed held) at the time of death by an individual non-U.S. holder who is neither a citizen or resident of the United States (as specifically defined for United States estate tax purposes) will be included in such holder’s gross estate for United States federal estate tax purposes, unless an applicable estate tax treaty provides otherwise.

Information Reporting and Backup Withholding

We must report annually to the Internal Revenue Service and to each non-U.S. holder the amount of dividends paid to such holder and the tax withheld with respect to such dividends, regardless of whether withholding was required. Copies of the information returns reporting such dividends and withholding may also be made available to the tax authorities in the country in which the non-U.S. holder resides under the provisions of an applicable income tax treaty.

A non-U.S. holder will be subject to backup withholding for dividends paid to such holder unless such holder certifies under penalty of perjury that it is a non-U.S. holder, or such holder otherwise establishes an exemption.

Information reporting and, depending on the circumstances, backup withholding will apply to the proceeds of a disposition of our common stock within the United States or conducted through certain United States-related financial intermediaries, unless the beneficial owner certifies under penalty of perjury that it is a non-U.S. holder, or such owner otherwise establishes an exemption.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a non-U.S. holder’s United States federal income tax liability provided the required information is timely furnished to the Internal Revenue Service.

Additional Withholding Requirements

Under Sections 1471 through 1474 of the Code (such Sections commonly referred to as “FATCA”), a 30% United States federal withholding tax may apply to any dividends paid on our common stock and, for a disposition of our common stock occurring after December 31, 2018, the gross proceeds from such disposition, in each case paid to (i) a “foreign financial institution” (as specifically defined in the Code), whether such foreign financial institution is the beneficial owner or an intermediary, which does not provide sufficient documentation, typically on IRS Form W-8BEN-E, evidencing either (x) an exemption from FATCA, or (y) its compliance (or deemed compliance) with FATCA (which may alternatively be in the form of compliance with an intergovernmental agreement with the United States) in a manner which avoids withholding, or (ii) a “non-financial foreign entity” (as specifically defined in the Code), whether such non-financial foreign entity is the beneficial owner or an intermediary, which does not provide sufficient documentation, typically on IRS Form W-8BEN-E, evidencing either (x) an exemption from FATCA, or (y) adequate information regarding certain substantial United States beneficial owners of such entity (if any). If a dividend payment is both subject to withholding under FATCA and subject to the withholding tax discussed above under “—Dividends,” the withholding under FATCA may be credited against, and therefore reduce, such other withholding tax. You should consult your own tax advisor regarding these requirements and whether they may be relevant to your purchase, ownership and disposition of our common stock.

136

UNDERWRITING

The company, the selling stockholder and Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC, as representatives for the underwriters named below, have entered into an underwriting agreement with respect to the shares being offered. Subject to certain conditions, each underwriter has severally agreed to purchase the number of shares indicated in the following table.


Underwriters		Number of Shares
Citigroup Global Markets Inc.
Morgan Stanley & Co. LLC
Merrill Lynch, Pierce, Fenner & Smith Incorporated
J.P. Morgan Securities LLC
Wells Fargo Securities, LLC
Piper Jaffray & Co.
Houlihan Lokey Capital, Inc.
Guggenheim Securities, LLC

Total

The underwriters are committed to take and pay for all of the shares being offered, if any are taken, other than the shares covered by the option described below unless and until this option is exercised.

The underwriters have an option to buy up to an shares from the selling stockholder. They may exercise that option for 30 days from the date hereof. If any shares are purchased pursuant to this option, the underwriters will severally purchase shares in approximately the same proportion as set forth in the table above.

The following table shows the per share and total underwriting discounts and commissions to be paid to the underwriters by the company. Such amounts are shown assuming both no exercise and full exercise of the underwriters’ option to purchase shares from the selling stockholder.


Paid by the Company	No Exercise	Full Exercise
Per Share	$	$
Total	$	$

Shares sold by the underwriters to the public will initially be offered at the initial public offering price set forth on the cover of this prospectus. Any shares sold by the underwriters to securities dealers may be sold at a discount of up to $ per share from the initial public offering price. After the initial offering of the shares, the representatives may change the offering price and the other selling terms. The offering of the shares by the underwriters is subject to receipt and acceptance and subject to the underwriters’ right to reject any order in whole or in part.

The company and its officers, directors, the selling stockholder and holders of substantially all of the company’s common stock have agreed with the underwriters, subject to certain exceptions (such as an exercise of the underwriters’ option to purchase additional shares of our common stock from the selling stockholder), not to dispose of or hedge any of their common stock or securities convertible into or exchangeable for shares of common stock during the period from the date of this prospectus continuing through the date that is days after the date of this prospectus, except with the prior written consent of the representatives. Pursuant to this agreement, among other exceptions, we may enter into an agreement providing for the issuance of our common stock in connection with the acquisition, merger or joint venture with another publicly traded entity during the day restricted period after the date of this prospectus. This agreement does not apply to any existing employee benefit plans. See “Shares Eligible for Future Sale” for a discussion of certain transfer restrictions.

137

Prior to the offering, there has been no public market for the shares. The initial public offering price has been negotiated among the company and the representatives. Among the factors to be considered in determining the initial public offering price of the shares, in addition to prevailing market conditions, will be the company’s historical performance, estimates of the business potential and earnings prospects of the company, an assessment of the company’s management and the consideration of the above factors in relation to market valuation of companies in related businesses.

We intend to list our common stock on the NYSE under the symbol “FRAC.” In order to meet one of the requirements for listing the common stock on the NYSE, the underwriters have undertaken to sell lots of 100 or more of shares to a minimum of 400 beneficial holders.

In connection with the offering, the underwriters may purchase and sell shares of common stock in the open market. These transactions may include short sales, stabilizing transactions and purchases to cover positions created by short sales. Short sales involve the sale by the underwriters of a greater number of shares than they are required to purchase in the offering, and a short position represents the amount of such sales that have not been covered by subsequent purchases. A “covered short position” is a short position that is not greater than the amount of additional shares for which the underwriters’ option described above may be exercised. The underwriters may cover any covered short position by either exercising their option to purchase additional shares or purchasing shares in the open market. In determining the source of shares to cover the covered short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase additional shares pursuant to the option described above. “Naked” short sales are any short sales that create a short position greater than the amount of additional shares for which the option described above may be exercised. The underwriters must cover any such naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the common stock in the open market after pricing that could adversely affect investors who purchase in the offering. Stabilizing transactions consist of various bids for or purchases of common stock made by the underwriters in the open market prior to the completion of the offering.

The underwriters may also impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discount received by it because the representatives have repurchased shares sold by or for the account of such underwriter in stabilizing or short covering transactions.

Purchases to cover a short position and stabilizing transactions, as well as other purchases by the underwriters for their own accounts, may have the effect of preventing or retarding a decline in the market price of the company’s stock, and together with the imposition of the penalty bid, may stabilize, maintain or otherwise affect the market price of the common stock. As a result, the price of the common stock may be higher than the price that otherwise might exist in the open market. The underwriters are not required to engage in these activities and may end any of these activities at any time. These transactions may be effected on the NYSE, in the over-the-counter market or otherwise.

The underwriters do not expect sales to discretionary accounts to exceed five percent (5%) of the total number of shares offered.

The company estimates that its share of the total expenses of the offering, excluding underwriting discounts and commissions, will be approximately $ . The company has agreed to reimburse the underwriters for certain expenses, including the reasonable fees and disbursements of counsel for the underwriters in connection with any required review of the terms of the offering by the Financial Industry Regulatory Authority in an amount not to exceed $ .

The company has agreed to indemnify the several underwriters against certain liabilities, including liabilities under the Securities Act.

The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include sales and trading, commercial and investment banking, advisory, investment

138

management, investment research, principal investment, hedging, market making, brokerage and other financial and non-financial activities and services. Certain of the underwriters and their respective affiliates have provided, and may in the future provide, a variety of these services to the company and to persons and entities with relationships with the company, for which they received or will receive customary fees and expenses. Houlihan Lokey Capital, Inc. is acting as our financial advisor in connection with the offering. We expect to pay Houlihan Lokey Capital, Inc., upon the successful completion of this offering, a fee of $2 million for these services, which fee shall be reduced by the amount of any underwriting discount paid to Houlihan Lokey Capital, Inc. in connection with this offering. We have also agreed to reimburse Houlihan Lokey Capital, Inc. for certain expenses incurred in connection with its engagement.

In the ordinary course of their various business activities, the underwriters and their respective affiliates, officers, directors and employees may purchase, sell or hold a broad array of investments and actively trade securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments for their own account and for the accounts of their customers, and such investment and trading activities may involve or relate to assets, securities and/or instruments of the company (directly, as collateral securing other obligations or otherwise) and/or persons and entities with relationships with the company. The underwriters and their respective affiliates may also communicate independent investment recommendations, market color or trading ideas and/or publish or express independent research views in respect of such assets, securities or instruments and may at any time hold, or recommend to clients that they should acquire, long and/or short positions in such assets, securities and instruments.

Notice to Prospective Investors in Canada

The shares may be sold in Canada only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations . Any resale of the shares must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal advisor.

Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (“NI 33-105”), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.

Notice to Prospective Investors in the European Economic Area

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each underwriter has represented and agreed that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”) it has not made and will not make an offer of shares to the public in that Relevant Member State prior to the publication of a prospectus in relation to the shares which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of shares to the public in that Relevant Member State at any time:

(a) to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;

139

(b) to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000; and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts;

(c) to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent of the representatives for any such offer; or

(d) in any other circumstances which do not require the publication by the company of a prospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of this provision, the expression an “offer of shares to the public” in relation to any shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the shares to be offered so as to enable an investor to decide to purchase or subscribe the shares, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State and the expression Prospectus Directive means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.

Notice to Prospective Investors in the United Kingdom

Each underwriter has represented and agreed that:

(a) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “FSMA”), received by it in connection with the issue or sale of the shares in circumstances in which Section 21(1) of the FSMA would not apply to the company; and

(b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the shares in, from or otherwise involving the United Kingdom.

Notice to Prospective Investors in Hong Kong

The shares may not be offered or sold by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), or (ii) to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong) and any rules made thereunder or (iii) in other circumstances which do not result in the document being a “prospectus” within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), and no advertisement, invitation or document relating to the shares may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to shares which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.

Notice to Prospective Investors in Singapore

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the shares may not be circulated or distributed, nor may the shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

140

Where the shares are subscribed or purchased under Section 275 of the SFA by a relevant person which is: (a) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, shares, debentures and units of shares and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall not be transferable for 6 months after that corporation or that trust has acquired the shares under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA; (2) where no consideration is given for the transfer; or (3) by operation of law.

Notice to Prospective Investors in Japan

The securities have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (the “Financial Instruments and Exchange Law”) and each underwriter has agreed that it will not offer or sell any securities, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Law and any other applicable laws, regulations and ministerial guidelines of Japan.

Notice to Prospective Investors in Switzerland

The shares may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange (“SIX”) or on any other stock exchange or regulated trading facility in Switzerland. This document has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering or marketing material relating to the shares or the offering may be publicly distributed or otherwise made publicly available in Switzerland.

Neither this document nor any other offering or marketing material relating to the offering, the company, the shares have been or will be filed with or approved by any Swiss regulatory authority. In particular, this document will not be filed with, and the offer of shares will not be supervised by, the Swiss Financial Market Supervisory Authority FINMA, and the offer of shares has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes (“CISA”). The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of shares.

Notice to Prospective Investors in Dubai

This prospectus relates to an Exempt Offer in accordance with the Offered Securities Rules of the Dubai Financial Services Authority (“DFSA”). This prospectus is intended for distribution only to persons of a type specified in the Offered Securities Rules of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this prospectus nor taken steps to verify the information set forth herein and has no responsibility for the prospectus. The shares to which this prospectus relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the shares offered should conduct their own due diligence on the shares. If you do not understand the contents of this prospectus you should consult an authorized financial advisor.

141

Notice to Prospective Investors in Australia

No placement document, prospectus, product disclosure statement or other disclosure document has been lodged with the Australian Securities and Investments Commission, in relation to the offering. This prospectus does not constitute a prospectus, product disclosure statement or other disclosure document under the Corporations Act 2001 (the “Corporations Act”), and does not purport to include the information required for a prospectus, product disclosure statement or other disclosure document under the Corporations Act.

Any offer in Australia of the shares may only be made to persons (the “Exempt Investors”) who are “sophisticated investors” (within the meaning of section 708(8) of the Corporations Act), “professional investors” (within the meaning of section 708(11) of the Corporations Act) or otherwise pursuant to one or more exemptions contained in section 708 of the Corporations Act so that it is lawful to offer the shares without disclosure to investors under Chapter 6D of the Corporations Act.

The shares applied for by Exempt Investors in Australia must not be offered for sale in Australia in the period of 12 months after the date of allotment under the offering, except in circumstances where disclosure to investors under Chapter 6D of the Corporations Act would not be required pursuant to an exemption under section 708 of the Corporations Act or otherwise or where the offer is pursuant to a disclosure document which complies with Chapter 6D of the Corporations Act. Any person acquiring shares must observe such Australian on-sale restrictions.

This prospectus contains general information only and does not take account of the investment objectives, financial situation or particular needs of any particular person. It does not contain any securities recommendations or financial product advice. Before making an investment decision, investors need to consider whether the information in this prospectus is appropriate to their needs, objectives and circumstances, and, if necessary, seek expert advice on those matters.

142

LEGAL MATTERS

Schulte Roth & Zabel LLP, New York, New York, will pass upon the validity of the common stock offered hereby. Cahill Gordon & Reindel LLP , New York, New York, is counsel for the underwriters in connection with this offering.

EXPERTS

The consolidated financial statements of Keane Group Holdings, LLC as of December 31, 2015 and December 31, 2014, and for the years then ended, the balance sheet for Keane Group, Inc. as of October 31, 2016, and the consolidated financial statements of Trican Well Service, LP as of December 31, 2015 and December 31, 2014 and for the years then ended, have been included herein in reliance on the reports of KPMG LLP (“KPMG”), an independent registered public accounting firm, appearing elsewhere herein, and upon the authority of said firm as experts in accounting and auditing.

In connection with this offering, we requested our independent auditor, KPMG, to affirm its independence relative to the rules and regulations of the Public Company Accounting Standards Board and the SEC. During KPMG’s independence evaluation procedures, an impermissible contingent fee arrangement was identified between a KPMG member firm of KPMG International Cooperative (the “KPMG Member Firm”) and an affiliated entity controlled by our Sponsor. This engagement existed during 2015 and through October 2016. The impermissible fee arrangement was terminated promptly upon identification. The KPMG member firm referenced above does not participate in the audit engagement of Keane Group, Inc. and Keane Group Holdings, LLC and the services provided by the KPMG member firm had no effect on KPMG’s audit engagements. KPMG considered whether the matters noted above impacted its objectivity and ability to exercise impartial judgment with regard to its engagement as our auditors and have concluded that there has been no impairment of KPMG’s objectivity and ability to exercise impartial judgment on all matters encompassed within its audits. After taking into consideration the facts and circumstances of the above matter and KPMG’s determination, Keane Group Holdings, LLC’s audit committee also concluded that KPMG’s objectivity and ability to exercise impartial judgment has not been impaired.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-1 under the Securities Act to register our common stock being offered in this prospectus. This prospectus, which forms part of the registration statement, does not contain all the information included in the registration statement and the amendments, exhibits and schedules thereto. For further information about us and the common stock being offered in this prospectus, we refer you to the registration statement and the exhibits and schedules thereto. We are not currently subject to the informational requirements of the Exchange Act. As a result of the offering of the shares of our common stock, we will become subject to the informational requirements of the Exchange Act, and, in accordance therewith, will file quarterly and annual reports and other information with the SEC. The registration statement, including the exhibits and schedules thereto, such reports and other information may be read and copied at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an internet site ( http://www.sec.gov ) that contains our SEC filings. Statements made in this prospectus about legal documents may not necessarily be complete, and you should read the documents which are filed as exhibits to the registration statement otherwise filed with the SEC.

143

INDEX TO FINANCIAL STATEMENTS


Keane Group, Inc.

Audited Financial Statements
Report of Independent Registered Public Accounting Firm			F-2
Balance Sheet as of October 31, 2016			F-3
Notes to Balance Sheet			F-4

Keane Group Holdings, LLC

Unaudited Interim Condensed Financial Statements
Condensed Consolidated Balance Sheets			F-5
Condensed Consolidated Statements of Operations and Comprehensive (Loss)			F-6
Condensed Consolidated Statement of Members’ Equity			F-7
Condensed Consolidated Statement of Cash Flows			F-8
Notes to the Unaudited Condensed Consolidated Financial Statements			F-9

Audited Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm			F-33
Consolidated Balance Sheets			F-34
Consolidated Statements of Operations and Comprehensive (Loss)			F-35
Consolidated Statements of Members’ Equity			F-36
Consolidated Statements of Cash Flows			F-37
Notes to Consolidated Financial Statements			F-38

Trican Well Service, L.P.

Audited Financial Statements
Independent Auditors’ Report			F-66
Balance Sheets			F-67
Statements of Operations			F-68
Statements of Partners’ Capital			F-69
Statements of Cash Flows			F-70
Notes to Financial Statements			F-71

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors

Keane Group, Inc.:

We have audited the accompanying balance sheet of Keane Group, Inc. (the Company) as of October 31, 2016. This financial statement is the responsibility of the Company’s management. Our responsibility is to express an opinion on this financial statement based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States) and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the balance sheet is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the balance sheet. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall balance sheet presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the balance sheet referred to above presents fairly, in all material respects, the financial position of Keane Group, Inc. as of October 31, 2016, in conformity with U.S. generally accepted accounting principles.

/s/ KPMG LLP

Houston, Texas

November 10, 2016

F-2

KEANE GROUP, INC.

Balance Sheet

October 31, 2016


Assets
Cash	$	—

Total assets	$	—

Liabilities
Total liabilities	$	—
Commitments and contingencies
Stockholder’s Equity
Common stock, par value $0.01 per share, 500,000,000 shares authorized, none issued and outstanding		—

Total stockholder’s equity		—

Total liabilities and stockholder’s equity	$	—

See accompanying notes to the balance sheet.

F-3

KEANE GROUP, INC.

Notes to Balance Sheet

October 31, 2016

1. Organization and Operations

Keane Group, Inc. (the “Company”) is a Delaware Corporation, incorporated on October 13, 2016. Pursuant to a planned reorganization and initial public offering, the Company will become a holding corporation for Keane Group Holdings, LLC and its subsidiaries.

2. Summary of Significant Accounting Policies

Basis of Presentation

The Company’s balance sheet has been prepared in accordance with U.S. generally accepted accounting principles. Separate statements of operations, cash flows, and changes in stockholder’s equity and comprehensive income have not been presented because this entity has had no operations to date.

Underwriting Commissions and Offering Costs

Underwriting commissions and offering costs to be incurred in connection with the Company’s common share offerings will be reflected as a reduction of additional paid-in capital. Underwriting commissions and offering costs are not recorded in the Company’s consolidated balance sheet because such costs are not the Company’s liability until the Company completes a successful initial public offering.

Organizational Costs

Organizational costs are not recorded in the Company’s consolidated balance sheet because such costs are not the Company’s liability until the Company completes a successful initial public offering. Thereafter, costs incurred to organize the Company will be expensed as incurred.

3. Shareholder’s Equity

The Company is authorized to issue 500,000,000 shares of common stock with a par value $0.01 per share and 50,000,000 shares of preferred stock with a par value of $0.01 per share. Under the Company’s certificate of incorporation as in effect as of October 13, 2016, all shares of common stock are identical. The Board of Directors has the authority to issue one or more series of preferred stock without stockholder approval.

4. Subsequent Events

The Company has evaluated subsequent events through November 9, 2016 which is the date the balance sheet was available to be issued. As of this date, there were no subsequent events that required disclosure.

F-4

KEANE GROUP HOLDINGS, LLC AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(Amounts in thousands)


	September 30, 2016 (unaudited)			December 31, 2015
Assets
Current assets:
Cash and cash equivalents	$	62,383		$	53,422
Accounts receivable		55,453			15,640
Inventories, net		13,781			4,668
Prepaid and other current assets		11,629			1,868

Total current assets		143,246			75,598
Property and equipment, net		306,641			153,625
Goodwill		50,478			48,882
Intangible assets		45,585			45,616
Other noncurrent assets		2,409			1,074

Total assets	$	548,359		$	324,795

Liabilities and Members’ Equity
Liabilities
Current liabilities:
Accounts payable	$	27,784		$	12,562
Accrued expenses		32,928			14,024
Current maturities of capital lease obligations		2,655			1,742
Current maturities of long-term debt		842			2,918
Other current liabilities		4,407			1,100

Total current liabilities		68,616			32,346

Capital lease obligations, less current maturities		6,216			6,365
Long-term debt, less current maturities		268,771			181,975
Long term debt—related party		—			22,174
Other noncurrent liabilities		4,615			1,775

Total noncurrent liabilities		279,602			212,289

Total liabilities		348,218			244,635
Commitments and Contingencies (Note 14)
Members’ equity
Members’ equity		453,651		$	186,510
Retained earnings (deficit)		(250,239	)		(101,684	)
Accumulated other comprehensive (loss)		(3,271	)		(4,666	)

Total members’ equity		200,141			80,160

Total liabilities and members’ equity	$	548,359		$	324,795

See accompanying notes to condensed consolidated financial statements.

F-5

KEANE GROUP HOLDINGS, LLC AND SUBSIDIARIES

Condensed Consolidated Statements of Operations and Comprehensive (Loss)

(Amounts in thousands)

(unaudited)


	Nine Months ended September 30,
	2016			2015
Revenue	$	269,537		$	312,175
Operating costs and expenses:
Cost of services (excluding depreciation and amortization, shown separately)		273,364			256,251
Depreciation and amortization		71,947			53,085
Selling, general and administrative expenses		44,910			18,897
Impairment		—			3,914

Total operating costs and expenses		390,221			332,147

Operating (loss)		(120,684	)		(19,972	)

Other income:
Other income (expense), net		537			(1,280	)
Interest expense		(28,408	)		(17,658	)

Total other expenses		(27,871	)		(18,938	)

Net (loss)		(148,555	)		(38,910	)
Other comprehensive (loss):
Foreign currency translation adjustments		57			(688	)
Hedging activities		1,338			(2,043	)

Total comprehensive (loss)	$	(147,160	)	$	(41,641	)

See accompanying notes to condensed consolidated financial statements.

F-6

KEANE GROUP HOLDINGS, LLC AND SUBSIDIARIES

Consolidated Statements of Members’ Equity

Nine Months Ended September 30, 2016

(Amounts in thousands)

(unaudited)


	Members’ equity		Retained earnings (deficit)			Accumulated other comprehensive loss			Total
Balance as of December 31, 2015	$	186,510	$	(101,684	)	$	(4,666	)	$	80,160
Contribution of equity		222,646								222,646
Issuance of Class A and Class C Units		42,669								42,669
Unit awards amortization		1,826								1,826
Other comprehensive income (loss)							1,395			1,395
Net income (loss)				(148,555	)					(148,555	)

Balance as of September 30, 2016	$	453,651	$	(250,239	)	$	(3,271	)	$	200,141

See accompanying notes to condensed consolidated financial statements.

F-7

KEANE GROUP HOLDINGS, LLC AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(Amounts in thousands)

(unaudited)


	Nine Months Ended September 30,
	2016			2015
Cash flows from operating activities:
Net (loss)	$	(148,555	)	$	(38,910	)
Adjustments to reconcile net loss to net cash provided by operating activities
Depreciation and amortization		71,947			53,085
Amortization of deferred financing fees		2,779			1,608
Loss on impairment of assets		—			3,914
(Gain) on sales of assets		(251	)		(372	)
Unrealized loss on de-designation of a derivative		3,038			—
Accrued interest on loan—related party		471			1,617
Unit-based compensation		1,826			101
Decrease (increase) in accounts receivable		(2,412	)		23,111
Decrease (increase) in inventories		10,910			11,490
Decrease (increase) in prepaid and other current assets		(3,003	)		(630	)
Decrease (increase) in other assets		371			939
Increase (decrease) in accounts payable		622			(4,699	)
Increase (decrease) in accrued expenses		9,690			(5,762	)
Increase (decrease) in other liabilities		2,248			(687	)

Net cash (used in) provided by operating activities		(50,319	)		44,805

Cash flows from investing activities:
Acquisition of business		(203,900	)		—
Purchase of property and equipment		(15,604	)		(25,524	)
Advances of deposit on equipment		(95	)		—
Implementation of ERP software		(309	)		(66	)
Proceeds from sale of assets		700			1,219
Payments for leasehold improvements		—			(46	)
Payments received (advances) on note receivable		1			(12	)

Net cash used in investing activities		(219,207	)		(24,429	)

Cash flows from financing activities:
Proceeds from the Term Loan		100,000			—
Payments on the Notes and the Term Loan		(5,000	)		(3,750	)
Payments on capital leases		(2,049	)		(1,238	)
Payment of debt issuance costs		(14,646	)		(827	)
Payments on contingent consideration liability		—			(2,500	)
Contributions from members		200,000			—
Distributions		—			(222	)

Net cash (used in) provided by financing activities		278,305			(8,537	)

Noncash effect of foreign translation adjustments		182			1,045

Net increase in cash and cash equivalents		8,961			12,884
Cash and cash equivalents, beginning		53,422			52,207

Cash and cash equivalents, ending	$	62,383		$	65,091

Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest expense, net	$	22,857		$	14,370
Income taxes		—			220
Non-cash investing and financing activities:
Non-cash purchases of property and equipment		1,965			21
Non-cash forgiveness of related party loan		22,646			—
Non-cash issuance of Class A and C Units		42,669			—
Non-cash reduction in capital lease obligations		328			—

See accompanying notes to condensed consolidated financial statements.

F-8

KEANE GROUP HOLDINGS, LLC AND SUBSIDIARIES

Notes to the Unaudited Condensed Consolidated Financial Statements

Nine Months Ended September 30, 2016 and 2015

(1) Basis of Presentation and Nature of Operations

(a) Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of Keane Group Holdings, LLC and subsidiaries (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial reporting. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. Certain information relating to the Company’s organization and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s annual audited consolidated financial statements and the notes thereto included elsewhere in this registration statement. In the opinion of management, all adjustments which are of a normal recurring nature considered necessary for a fair presentation have been made in the accompanying unaudited financial statements.

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect certain amounts reported in the consolidated financial statements. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include the useful lives of property and equipment and intangible assets; allowances for doubtful accounts; acquisition accounting; contingent liabilities; and the valuation of fixed assets, intangible assets, unit based incentive plan awards, derivatives and inventory.

The unaudited condensed consolidated financial statements include the accounts of Keane Group Holdings, LLC and its subsidiaries. All significant intercompany balances and transactions have been eliminated. All amounts are presented in thousands of U.S. dollars unless otherwise stated.

(b) Business Description

The Company is one of the largest pure-play providers of integrated well completion services in the U.S., with a focus on complex, technically demanding completion solutions. The Company’s primary service offerings include horizontal and vertical fracturing, wireline perforation and logging and engineered solutions, as well as other value-added service offerings. With approximately 944,250 hydraulic horsepower spread across 23 hydraulic fracturing fleets and 23 wireline trucks located in the Permian Basin, the Marcellus Shale/Utica Shale, the SCOOP/STACK Formation, the Bakken Formation and other active oil and gas basins, the Company provides industry-leading completion services with a strict focus on health, safety and environmental stewardship and cost-effective customer-centric solutions. The Company operates primarily in the most active unconventional oil and natural gas basins in the U.S., including the Permian Basin, the Marcellus Shale/Utica Shale, the SCOOP/STACK Formation, the Bakken Formation and the Eagle Ford Shale.

Through its subsidiary Keane Frac, L.P., the Company acquired Trican’s U.S. Operations and obtained access to its operating bases located in strategic oil and gas basins and operations in hydraulic fracturing, coiled tubing, cementing and other completion services. Refer to Note 2 (Acquisition) for further details.

(c) Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect certain amounts reported in the consolidated financial statements. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include the useful lives of property and equipment and intangible assets; allowances for doubtful accounts; acquisition accounting; contingent liabilities; and the valuation of property and equipment, intangible assets, equity issued as a consideration in the acquisition, unit based incentive plan awards, derivatives and inventories.

F-9

KEANE GROUP HOLDINGS, LLC AND SUBSIDIARIES

Notes to the Unaudited Condensed Consolidated Financial Statements

Nine Months Ended September 30, 2016 and 2015

(2) Acquisition

On March 16, 2016, the Company acquired the majority of the U.S. assets and assumed certain liabilities of Trican Well Service, L.P. (the “Trican’s U.S. Operations”), for total consideration of $248.1 million, comprised of $199.4 million in cash, $6 million in adjustments pursuant to terms of the acquisition agreement to Trican Well Service Ltd. (the “Seller”), and $42.7 million in Class A and C Units in Keane (the “Trican Transaction”). Trican’s U.S. Operations provides oilfield services to oil and natural gas exploration and production companies across multiple basins in the United States, including hydraulic fracturing and other services.

This acquisition allowed the Company to significantly strengthen its position as a leader in the completion services business across key U.S. basins, enabling it to more than triple its hydraulic fracturing horsepower, acquire access to proprietary technology, engineering capability and new service lines, including coiled tubing and cementing, and expand into additional basins in Texas and the SCOOP/STACK Formation, while deepening the Company’s existing presence in the Permian Basin, Marcellus Shale/Utica Shale and Bakken Formation.

The Company accounted for the acquisition of Trican’s U.S. Operations using the acquisition method of accounting. Assets acquired and liabilities assumed in connection with the acquisition have been recorded based on their fair values. The Company has substantially completed its valuation estimates and determined the purchase price allocation. This purchase accounting is subject to the twelve month measurement period adjustments to reflect any new information that may be obtained in the future about facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement of the amounts recognized as of that date.

The following tables summarize the fair value of the consideration transferred for the acquisition of Trican’s U.S. Operations and the allocation of the purchase price to the fair values of the assets acquired and liabilities assumed at the acquisition date:


Total Purchase Consideration:
Cash consideration	$	199,400
Net working capital purchase price adjustment		6,000
Class A and C Units issued		42,669

Total consideration	$	248,069

Accounts receivable	$	37,377
Inventories		20,006
Prepaid expenses		7,170
Property and equipment		205,546
Intangible assets		3,880

Total identifiable assets acquired		273,979
Accounts payable		(12,630	)
Accrued expenses		(9,524	)
Current maturities of capital lease obligations		(1,594	)
Capital lease obligations, less current maturities		(2,386	)
Other non-current liabilities		(1,372	)

Total liabilities assumed		(27,506	)
Goodwill		1,596

Total purchase price consideration	$	248,069

F-10

KEANE GROUP HOLDINGS, LLC AND SUBSIDIARIES

Notes to the Unaudited Condensed Consolidated Financial Statements

Nine Months Ended September 30, 2016 and 2015

During the third quarter of 2016, the Company made a payment of $4.5 million related to the net working capital purchase price adjustment. The Company incurred $16.0 million of transaction related costs in connection with the acquisition of Trican’s U.S. Operations during the nine months ended September 30, 2016 which were included within selling, general and administrative expense in the accompanying condensed consolidated statement of operations and comprehensive loss.

The gross contractual value of acquired accounts receivable was $37.4 million on the date of acquisition.

Goodwill is calculated as the excess of the consideration transferred over the fair value of the net assets acquired. The goodwill is primarily attributable to expected synergies and the assembled workforce. The entire amount of the goodwill was allocated to the Completion Services segment for the purposes of evaluating future goodwill impairment. Intangible assets related to the acquisition of Trican’s U.S. Operations consisted of the following:


	Estimated useful life (in Years)	Fair value
Customer contracts	1.8	$	3,500
Non-compete agreements	2.0		50
Fracking Fluids	4.8		330

Total intangible assets		$	3,880

Weighted average life of finite-lived intangibles	2.1

For the valuation of the customer relationship intangible asset, management used the income based “with and without” method, which is a specific application of the discounted cash flow method. Under this method, the Company calculated the present value of the after-tax cash flows expected to be generated by the business with and without the customer relationships. The forecasted cash flows in the “without” scenario included the cost of reestablishment of customer relationships and were discounted at the Company’s cost of equity.

The non-compete agreements intangible asset was valued using the “lost income” approach including the probability of competing. Estimated cash flows were discounted at the weighted average cost of capital due to the low risk profile of this contract. The term of the non-compete agreement is two years from the date of signing of the purchase agreement.

As part of the acquisition of Trican’s U.S. Operations, the Company obtained the right to use certain proprietary fracking-related fluids, including MVP Frac ^TM and TriVert ^TM (the “Fracking Fluids”), for its own pressure pumping services to its customers. The Fracking Fluids were valued using the “income-based relief-from-royalty” method. Under this method, revenues expected to be generated by the technology are multiplied by a selected royalty rate. The estimated after-tax royalty revenue stream is then discounted to present value using the Company’s cost of equity.

The determination of the useful lives was based upon consideration of market participant assumptions and transaction specific factors.

The Company’s condensed consolidated statement of operations and comprehensive loss include revenues of $110.1 million and gross loss of $2.1 million, respectively, from Trican’s U.S. Operations from the date of acquisition on March 16, 2016 to September 30, 2016.

The following combined unaudited pro forma information assumes the acquisition of Trican’s U.S. Operations occurred on January 1, 2015. The unaudited pro forma information presented below is for illustrative

F-11

KEANE GROUP HOLDINGS, LLC AND SUBSIDIARIES

Notes to the Unaudited Condensed Consolidated Financial Statements

Nine Months Ended September 30, 2016 and 2015

purposes only and does not reflect future events that may occur after September 30, 2016 or any operating efficiencies or inefficiencies that may result from the acquisition of Trican’s U.S. Operations. The information is not necessarily indicative of results that would have been achieved had the Company controlled Trican’s U.S. Operations during the periods presented or the results that the Company will experience going forward. Pro forma net loss for the nine months ended September 30, 2015, includes $2.8 million of non-recurring transaction expenses and $1.3 million of employee related costs. The unaudited pro forma information does not include any remaining future integration costs or transaction costs that the Company may incur related to the acquisition.


	Nine months period ended September 30,
	2016 (unaudited)			2015 (unaudited)
Revenues	$	313,003		$	616,699
Net income (loss)		(179,419	)		(252,973	)

(3) Intangible Assets

The intangible assets balance in the Company’s consolidated balance sheets represents the fair value, net of amortization, as applicable, related to the following:


	September 30, 2016
	Remaining amortization period (Years)	Gross Carrying Amounts		Accumulated Amortization			Net Carrying Amount
Customer contracts	9.0	$	52,400	$	(19,044	)	$	33,356
Non-compete agreements	9.1		1,050		(380	)		670
Trademark	1.2		11,090		(630	)		10,460
Software	2.2		2,201		(1,102	)		1,099

Total		$	66,741	$	(21,156	)	$	45,585

There were no triggering events identified and no impairment recorded for the nine months ended September 30, 2016. During the third quarter of 2015, the Company recorded an impairment charge of $3.6 million associated with customer relationships related to the Completion Services segment in the amount of $2.4 million and trade name under the Other Services segment of $1.2 million. As part of the Company’s asset impairment analysis, it was determined that there were no future net cash flows associated with the UTFS’s customers for which the intangible asset was recognized, and the carrying amount was not recoverable. It was also determined that the fair value of the trade name based on the net present value of future cash flows was less than its net book value as of the period then ended.

Amortization expense related to the intangible assets for the nine months ended September 30, 2016 and September 30, 2015 was $4.2 million and $3.8 million, respectively.

Amortization for the intangible assets excluding trademark of $10.2 million with indefinite useful life and in process software, over the next five years, is as follows:


Remainder of 2016	$	1,500
2017		5,979
2018		3,437
2019		3,395
2020		3,395
Thereafter		17,465

F-12

KEANE GROUP HOLDINGS, LLC AND SUBSIDIARIES

Notes to the Unaudited Condensed Consolidated Financial Statements

Nine Months Ended September 30, 2016 and 2015

(4) Goodwill

The changes in the carrying amount of goodwill for the nine months ended September 30, 2016 were as follows:


Goodwill as of December 31, 2015	$	48,882
Acquisition of Trican’s U.S. Operations		1,596

Goodwill as of September 30, 2016	$	50,478

Goodwill recognized in connection with the acquisition of Trican’s U.S. Operations was allocated to the Completion Services segment. Refer to Note 2 (Acquisition) for further details. There were no triggering events identified and no impairment recorded for the nine months ended September 30, 2016 and 2015.

(5) Inventories

Inventories consisted of the following at September 30, 2016 and December 31, 2015:


	September 30, 2016		December 31, 2015
Sand, including freight	$	4,596	$	2,048
Chemicals and consumables		4,264		345
Materials and supplies		4,921		2,275

	$	13,781	$	4,668

See Note 14 ( Commitments and Contingencies ) for information on the Company’s inventory-related purchase obligations.

(6) Property and Equipment

Property and equipment at September 30, 2016 and December 31, 2015 were as follows:


	September 30, 2016			December 31, 2015
Land	$	5,166		$	1,316
Building and leasehold improvements		30,303			12,374
Office furniture, fixtures and equipment		4,157			2,269
Machinery and equipment		487,296			300,986

		526,922			316,945
Less accumulated depreciation		(235,019	)		(167,980	)
Assets not placed into service		14,738			4,660

Property and equipment, net	$	306,641		$	153,625

The machinery and equipment balance as of September 30, 2016 and December 31, 2015 includes $10.1 million and $10.1 million of hydraulic fracturing equipment under capital lease, respectively. Accumulated depreciation for the hydraulic fracturing equipment under capital leases was $5.0 million and $3.0 million as of September 30, 2016 and December 31, 2015, respectively. In addition, machinery and equipment as of

F-13

KEANE GROUP HOLDINGS, LLC AND SUBSIDIARIES

Notes to the Unaudited Condensed Consolidated Financial Statements

Nine Months Ended September 30, 2016 and 2015

September 30, 2016 includes $2.7 million of vehicles under capital lease resulting from the acquisition of Trican’s U.S. Operations acquisition. Accumulated depreciation related to these items was $0.6 million as of September 30, 2016. Refer to Note 7 ( Long-Term Debt) for further details.

There were no triggering events identified and no impairment recorded for the nine months ended September 30, 2016. During the nine months ended September 30, 2015, the Company recorded $0.3 million impairment on its drilling rig fleet, as the continued fall in commodity prices resulted in a decline in the anticipated utilization rates for the drilling rig fleet, indicating these long-lived assets may not be recoverable.

(7) Long-Term Debt

Long-term debt at September 30, 2016 and December 31, 2015 consisted of the following:


	September 30, 2016			December 31, 2015
Notes due August 8, 2019	$	190,000		$	193,750
Term Loan due March 16, 2021		98,750			—
Capital lease		8,871			8,107
Related Party Loan		—			22,174
Less: Unamortized debt discount and debt issuance costs		(19,137	)		(8,857	)

Total debt		278,484			215,174
Less: Current portion		(3,497	)		(4,660	)

Long-term debt, including capital leases	$	274,987		$	210,514

In March 2016, the related party loan with a principal amount of $20.0 million was contributed and exchanged for Class A Units in the Company, and accrued interest of $2.6 million was forgiven and cancelled. As a result, the total amount of $22.6 million was recorded as a capital contribution. See Note 15 (Related Party Transactions) for further details.

Revolver

On August 8, 2014, KGH Intermediate Holdco II, LLC (“Holdco II”) and certain of its subsidiaries entered into an Amended and Restated Revolving Credit and Security Agreement (the “ABL Facility”) with PNC Bank, National Association, as lender and administrative agent. The ABL Facility provided for a $30 million asset based revolving credit loan (the “Revolver”). Loans under the Revolver bore interest by reference, at Holdco II’s election, to the base rate or the London Interbank Offered Rate (“LIBOR”), plus an applicable margin of 0.75% on base rate loans and 2.25% on LIBOR rate loans. The Revolver matures on January 8, 2019.

On April 7, 2015, Holdco II and certain of its subsidiaries entered into the Second Amendment to Amended and Restated Revolving Credit and Security Agreement, which, among other things, increased the commitment amount under the Revolver to $50 million and increased the formula amount of the borrowing base to include the value of certain specifically identified equipment.

On March 16, 2016, in connection with the Trican Transaction, Holdco II and certain of its subsidiaries entered into the Third Amendment to Amended and Restated Revolving Credit and Security Agreement, which, among other things, increased the commitment amount of the Revolver to $100 million and increased the applicable margin to 2.25% on base rate loans and 4.00% on LIBOR rate loans, subject to reductions. A letter of

F-14

KEANE GROUP HOLDINGS, LLC AND SUBSIDIARIES

Notes to the Unaudited Condensed Consolidated Financial Statements

Nine Months Ended September 30, 2016 and 2015

credit in the amount of $2.0 million was issued against the Revolver to CIT Finance LLC (“CIT”) relating to a capital lease (see Capital Leases). There were no amounts outstanding under the Revolver as of September 30, 2016 and December 31, 2015. The Company’s Revolver availability was $33.5 million and $32.6 million as of September 30, 2016 and December 31, 2015, respectively. Holdco II is required to pay a quarterly commitment fee of 0.75 to 1.50% on the unused portion of the Revolver. Holdco II is subject to certain customary affirmative and negative covenants related to its borrowings, including maintaining a fixed charge coverage ratio of not less than 1.0 to 1.0, which is only tested following the occurrence of a covenant trigger event, i.e. when the liquidity on any day is less than or equal to the greater of (i) $12.5 million and (ii) an amount equal to the lesser of (x) 20% of the formula amount and (y) $20.0 million. The covenant trigger event is deemed to be continuing until liquidity exceeds these thresholds for thirty consecutive days. As of September 30, 2016 Holdco II did not have any covenant trigger events. Refer to Note 20 (Subsequent Events) for information about the updated Revolver availability in the subsequent quarter.

The Company incurred additional debt issuance costs of $1.7 million associated with this transaction. As of September 30, 2016, unamortized debt issuance costs on the Revolver amounted to $1.5 million and were recorded within other long-term assets. Amortization of deferred debt issuance costs associated with the Revolver was $0.4 million and $0.1 million for the nine months ended September 30, 2016 and 2015, respectively.

Refer to Note 8 ( Long-Term Debt ) in the Company’s annual audited financial statements for a description of the Company’s borrowing arrangements in prior periods.

Senior Secured Notes

On August 8, 2014, Holdco II and certain of its subsidiaries entered into a Note Purchase Agreement (the “NPA”) with U.S. Bank National Association (“U.S. Bank”), acting as administrative agent for the purchasers thereunder. Under the NPA, Holdco II issued senior secured notes (the “Notes”) in an aggregate principal amount of $150 million. On September 24, 2014, Holdco II issued an additional borrowing under the delayed draw Notes in the aggregate principal amount of $50 million, bringing the total outstanding principal amount to $200 million. The Notes bore interest at LIBOR plus 7.50%, subject to a 1.00% floor, and mature on August 8, 2019. Principal payments of $1.3 million plus interest are due quarterly. The Notes are secured by property and equipment and other assets and are guaranteed by KGH Intermediate Holdco I, LLC (“Holdco I”) and certain of its subsidiaries.

On March 16, 2016, in connection with the Trican Transaction, Holdco II and certain of its subsidiaries entered into the Fourth Amendment to the NPA, which, among other things, converted the variable interest rate of LIBOR plus 7.50%, subject to a 1.00% floor, to a fixed rate of 12.00%. Holdco II executed an interest rate swap that mirrors its existing interest rate swap to offset the impact of future changes in LIBOR. See Note 9 (Derivatives). The Company accounted for the amended interest rate as a debt modification and capitalized additional debt issuance costs of $4.2 million, which represented fees paid to holders of the Notes. The Company recorded amortization of debt discount and debt issuance costs associated with the Notes of $2.0 million and $1.5 million for the nine months ended September 30, 2016 and 2015, respectively.

The NPA contains various affirmative and negative covenants including a financial covenant, which requires compliance with a minimum fixed charge coverage ratio of not less than 1.00:1.00. This covenant is only tested following occurrence of a covenant trigger event, i.e. when the liquidity on any day is less than or equal to $20 million. The covenant trigger event is deemed to be continuing until liquidity exceeds $20 million for thirty consecutive days. The Company was in compliance with covenants under the NPA as of September 30, 2016.

F-15

KEANE GROUP HOLDINGS, LLC AND SUBSIDIARIES

Notes to the Unaudited Condensed Consolidated Financial Statements

Nine Months Ended September 30, 2016 and 2015

The principal balance of the Notes was $190.0 million and $193.8 million as of September 30, 2016 and December 31, 2015, respectively.

Term Loan

The Term Loan Facility contains various affirmative and negative covenants including a financial covenant which is the same as the financial covenant under the NPA. The Company was in compliance with covenants under the Term Loan Facility as of September 30, 2016.

In connection with the initial borrowings under of the Term Loan, the Company incurred $8.7 million of debt issuance costs including $2.0 million of fees paid to the administrative agent recorded as an original issue discount. The Company recorded the Term Loan on the balance sheet at its outstanding principal amount, net of the unamortized debt issuance costs and unamortized debt discount. The Company recorded amortization of debt discount and debt issuance costs associated with the Term Loan of $0.4 million for the nine months ended September 30, 2016.

Maturities of long-term debt are as follows as of September 30, 2016:


Remainder of 2016	$	—
2017		7,500
2018		9,375
2019		181,250
2020		2,500
Thereafter		88,125

	$	288,750

Deferred Financing Costs

In connection with the retrospective adoption of ASU 2015-03, as of December 31, 2015, the Company reclassified short-term deferred financings costs of $2.1 million and long-term deferred financing costs of $6.8 million from other current assets and other non-current assets, respectively to current maturities of long-term debt and to long-term debt, less current maturities, respectively.

F-16

KEANE GROUP HOLDINGS, LLC AND SUBSIDIARIES

Notes to the Unaudited Condensed Consolidated Financial Statements

Nine Months Ended September 30, 2016 and 2015

In connection with the retrospective adoption of ASU 2015-15, the Company recorded $0.3 million of unamortized deferred financing costs related to the Revolver within other long-term assets, as of December 31, 2015.

Capital Leases

The Company leases certain machinery, equipment and vehicles under capital leases that expire between 2016 and 2019. The capital lease obligation for fracturing equipment obtained through a capital lease with CIT has a lease term of 60 months and interest rate of 4.73% per annum. Total interest expense incurred on this lease was $0.3 million and $0.3 million for the nine months ended September 30, 2016 and 2015, respectively. Total remaining principal balance outstanding on the CIT leases as of September 30, 2016 and December 31, 2015 was $ 6.8 million and $8.0 million, respectively. The Company leases certain machinery and equipment under a capital lease that expires in 2018. Total remaining principal balance outstanding on this lease as of September 30, 2016 and December 31, 2015 was $0.05 million and $0.07 million, respectively.

As part of the acquisition of Trican’s U.S. Operations, the Company also assumed capital leases for light weight vehicles with ARI Financial Services Inc. (“ARI”). The lease terms on the vehicles range from 36 to 60 months and interest rates range from 2.25% to 3.75%. The outstanding capital lease obligation balance was $2.1 million as of September 30, 2016. Depreciation of assets held under capital leases is included within depreciation expense.

Future annual capital lease commitments, including the interest component as of September 30, 2016 for the next five years are listed below:


Year-end December 31,
Remainder of 2016	$	767
2017		2,990
2018		2,927
2019		2,850
2020		—

Subtotal		9,534
Less amount representing interest(1)		(663	)

Total	$	8,871

(1)

Amount necessary to reduce net minimum payments to present value calculated at the Company’s implicit rate at inception.

Related Party Loan

For additional information on the related party indebtedness, see Note 15 ( Related Parties ).

(8) Significant Risks and Uncertainties Including Business and Credit Concentrations

The Company operates in two reportable segments: Completion Services and Other Services, with significant concentration in the Completion Services segment. During the nine months ended September 30, 2016, revenues from sales to completion services customers represented 98% of the Company’s consolidated revenue. During the nine months ended September 30, 2015, revenues from sales to completion services customers represented 99% of the Company’s consolidated revenue and 99% of the Company’s consolidated gross profit.

F-17

KEANE GROUP HOLDINGS, LLC AND SUBSIDIARIES

Notes to the Unaudited Condensed Consolidated Financial Statements

Nine Months Ended September 30, 2016 and 2015

For the nine months ended September 30, 2016, revenue from the top three customers individually represented 20%, 17% and 15% of the Company’s consolidated revenue. For the nine months ended September 30, 2015 revenue from the top four customers individually represented 36%, 19%, 18% and 15% of the Company’s consolidated revenue. Revenue is earned from each of these customers primarily within the Completion Services segment.

For the nine months ended September 30, 2016 and 2015, revenue from the Company’s Canadian operations was nil and $6.9 million, respectively. The Company began unwinding its Canadian operations in 2015. Refer to Note 18 ( Liquidation of a Foreign Subsidiary ) in the Company’s annual audited consolidated financial statements for a description of the Company’s unwinding of the Canadian operations.

(9) Derivatives

On March 16, 2016, Holdco II converted its Notes issued pursuant to the NPA from variable rate to a fixed rate debt and separately executed the Term Loan Facility with a variable interest rate. At that date, the existing interest rate swap, which had LIBOR based variable interest rate payments, subject to a 1.00% floor, no longer qualified for hedge accounting as Term Loan Facility has LIBOR based variable interest rate payments, subject to a 1.50% floor.

As a result of the hedged forecasted cash flows becoming no longer probable of occurring, the Company discontinued hedge accounting prospectively and de-designated the interest rate swap as no longer being part of a hedging relationship. The net derivative loss calculated based on the fair value of the swap on the date of the discontinuance of the hedge accounting, of $3.0 million was reclassified from AOCI to earnings due to it becoming probable that the forecasted transaction will not occur in the originally specified time period. The derivative is accounted for at fair value through earnings with unrealized gains (losses) recorded within interest expense prospectively.

Rather than terminate the existing interest rate swap, Holdco II executed an offsetting, at-market interest rate swap. Neither of the offsetting swap transactions is designated as a hedge for accounting purposes. As a result of the offsetting swap transaction, the Company is required to make quarterly cash payments totaling $2.8 million to the swap counterparty through August 2019. Of this amount, $0.4 million has been paid through September 30, 2016. The remaining $2.4 million will be paid as follows:


Year	Average Notional		Remaining Payments(1)
2017		140,156		(840	)
2018		135,938		(1,022	)
2019		132,188		(502	)

Total			$	(2,364	)

(1)

The remaining payments are locked in and calculated by taking the difference between the original swap which pays a fixed rate of 2.061% and the offsetting swap which receives a fixed rate of 1.47% multiplied by the notional.

In conjunction with the Term Loan Facility, Holdco II executed a new interest rate swap effective March 31, 2016 through May 9, 2019 which was designated as a cash flow hedge. Under the terms of the interest rate swap,

F-18

KEANE GROUP HOLDINGS, LLC AND SUBSIDIARIES

Notes to the Unaudited Condensed Consolidated Financial Statements

Nine Months Ended September 30, 2016 and 2015

Holdco II receives LIBOR based variable interest rate payments, subject to a 1.50% floor, and makes payments based on a fixed rate of 1.868%, thereby effectively creating the equivalent of fixed-rate debt for the notional amount hedged of the Term Loan Facility. As of September 30, 2016, the notional amount of the interest rate swap is $98.8 million, decreasing quarterly to match the outstanding balance of the Term Loan Facility.

The Company reports the fair value of derivative instruments on the condensed consolidated balance sheets in other current assets, other noncurrent assets, other current liabilities, and other noncurrent liabilities. The Company determines the current and noncurrent classification based on when the transaction settlement is scheduled to occur. The Company nets the fair value of derivative instruments by counterparty in the accompanying consolidated balance sheets where the right to offset exists.

The following tables present the fair value of the Company’s derivative instruments on a gross and net basis as of the periods shown below:


	Derivatives designated as hedging instruments			Derivatives not designated as hedging instruments			Gross Amounts of Recognized Assets and Liabilities			Gross Amounts Offset in the Balance Sheet(1)			Net Amounts Presented in the Balance Sheet(2)
As of September 30, 2016:
Other current asset	$	—		$	538		$	538		$	(538	)	$	—
Other noncurrent asset		—			327			327			(327	)		—
Other current liability		(350	)		(1,368	)		(1,718	)		538			(1,180	)
Other noncurrent liability		(352	)		(1,797	)		(2,149	)		327			(1,822	)

As of December 31, 2015:
Other current asset	$	—		$	—		$	—		$	—		$	—
Other noncurrent asset		—			—			—			—			—
Other current liability		(1,100	)		—			(1,100	)		—			(1,100	)
Other noncurrent liability		(941	)		—			(941	)		—			(941	)

(1)

With all of the Company’s financial trading counterparties, agreements are in place that allow for the financial right of offset for derivative assets and derivative liabilities at settlement or in the event of a default under the agreements.

(2)

There are no amounts subject to an enforceable master netting arrangement which are not netted in these amounts. There are no amounts of related financial collateral received or pledged.

The following table presents gains and losses for the Company’s interest rate derivatives designated as cash flow hedges.


	Nine Months Ended September 30,
	2016			2015			Location
Amount of gain (loss) recognized in AOCI on derivative(effective portion)	$	(2,211	)	$	(3,228	)	AOCI
Amount of gain (loss) reclassified from AOCI into income (effective portion)		(511	)		(1,184	)	Interest Expense
Amount of Gain (Loss) reclassified from accumulated other comprehensive income (loss) into income as a result of originally forecasted transaction becoming probable of not occurring		(3,038	)		—		Interest Expense
Amount of gain (loss) recognized in income on derivative (ineffective portion)		—					Interest Expense

F-19

KEANE GROUP HOLDINGS, LLC AND SUBSIDIARIES

Notes to the Unaudited Condensed Consolidated Financial Statements

Nine Months Ended September 30, 2016 and 2015

The gain (loss) recognized in other comprehensive income for the derivative instrument is presented within the hedging activities line item in the condensed consolidated statements of operations and comprehensive loss.

There were no gains or losses recognized in income as a result of excluding amounts from the assessment of hedge effectiveness. Based on recorded values at September 30, 2016, $0.4 million of net losses will be reclassified from accumulated other comprehensive income into earnings within the next 12 months.

The following table presents gains and losses for the Company’s interest rate derivatives not designated in a hedge relationship under Accounting Standards Codification (“ASC”) 815:


			Nine Months Ended September 30,
Description	Location		2016			2015
Gains/(Loss) on Interest Contracts		Interest expense	$	246	(1)	$	—

(1)

Total gains and losses recorded in interest expense for the nine month ended September 30, 2016 related to derivatives was a net loss of $3.3 million. This is made up of a $3.0 million loss recognized as a result of reclassifying amounts from AOCI to income as a result of the originally forecasted transaction becoming probable of not occurring, a $0.5 million loss reclassified out of AOCI income pursuant to hedge accounting, and a partially offsetting $0.2 million gain related to gains and losses from derivatives not under hedge accounting subsequent to the hedge accounting de-designation that occurred on March 16, 2016.

See Note 10 ( Fair Value Measurements and Financial Instruments ) for further information related to the Company’s derivative instruments.

(10) Fair Value Measurements and Financial Instruments

The Company discloses the fair values of its assets and liabilities according to the quality of valuation inputs under the following hierarchy:

•

Level 1 Inputs: Quoted prices (unadjusted) in an active market for identical assets or liabilities.

•

Level 2 Inputs: Inputs other than quoted prices that are directly or indirectly observable.

•

Level 3 Inputs: Unobservable inputs that are significant to the fair value of assets or liabilities.

The classification of an asset or liability is based on the lowest level of input significant to its fair value. Those that are initially classified as Level 3 are subsequently reported as Level 2 when the fair value derived from unobservable inputs is inconsequential to the overall fair value, or if corroborated market data becomes available. Assets and liabilities that are initially reported as Level 2 are subsequently reported as Level 3 if corroborated market data is no longer available. Transfers occur at the end of the reporting period. There were no transfers into or out of Levels 1, 2 and 3 during the nine months ended September 30, 2016 and 2015, respectively. The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, derivative, long-term debt, capital lease obligations and contingent liability. The carrying values of all the Company’s financial instruments included in the accompanying balance sheets approximated or equaled their fair values at September 30, 2016 and December 31, 2015.

•

The carrying values of cash and cash equivalents, accounts receivable and accounts payable (including accrued liabilities) approximated fair value at September 30, 2016 and December 31, 2015, due to their short-term nature.

F-20

KEANE GROUP HOLDINGS, LLC AND SUBSIDIARIES

Notes to the Unaudited Condensed Consolidated Financial Statements

Nine Months Ended September 30, 2016 and 2015

•

The carrying value of amounts outstanding under long-term debt agreements with variable rates approximated fair value at September 30, 2016 and December 31, 2015, as the variable interest rates approximated market rates.

•

The fair market value of the derivative financial instrument reflected on the balance sheet as of September 30, 2016 and December 31, 2015 was determined using industry-standard models that consider various assumptions including current market and contractual rates for the underlying instruments, time value, implied volatilities, nonperformance risk, as well as other relevant economic measures. Substantially all of these inputs are observable in the marketplace through the full term of the instrument and can be supported by observable data.

Recurring Fair Value Measurement

The following table presents the placement in the fair value hierarchy of assets and liabilities that were measured at fair value on a recurring basis at September 30, 2016 and December 31, 2015:


			Fair value measurements at reporting date using
	September 30, 2016		Level 1		Level 2		Level 3
Assets:
Interest rate derivative	$	—	$	—	$	—	$	—
Liabilities:
Interest rate derivatives		3,002		—		3,002		—


			Fair value measurements at reporting date using
	December 31, 2015		Level 1		Level 2		Level 3
Assets:
Interest rate derivative	$	—	$	—	$	—	$	—
Liabilities:
Interest rate derivatives		2,041		—		2,041		—

Non-Recurring Fair Value Measurement

The fair values of indefinite-lived assets and long-lived assets are determined with internal cash flow models based on significant unobservable inputs. The Company measures the fair value of its property, plant and equipment using the discounted cash flow method, the fair value of its customer contracts using the multi-period excess earning method and income based “with and without” method, the fair value of its trademarks and acquired technology using the “income-based relief-from-royalty” method and non-compete agreement using the “lost income” approach. Assets acquired as a result of the acquisition of Trican’s U.S. Operations were recorded at their fair values on the date of acquisition. See Note 2 (Acquisition) for further details.

Given the unobservable nature of the inputs used in the Company’s internal cash flow models, the cash flows models are deemed to use Level 3 inputs.

The Company did not record any impairment of long-lived assets in the nine months ended September 30, 2016 or 2015.

Credit Risk

The Company’s financial instruments exposed to concentrations of credit risk consist primarily of cash and cash equivalents, derivative contracts and trade receivables.

F-21

KEANE GROUP HOLDINGS, LLC AND SUBSIDIARIES

Notes to the Unaudited Condensed Consolidated Financial Statements

Nine Months Ended September 30, 2016 and 2015

The Company’s cash balances on deposits with financial institutions total $62.4 million and $53.4 million as of September 30, 2016 and December 31, 2015, respectively, which exceed FDIC insured limits. The Company regularly monitors these institutions’ financial condition.

The credit risk from the derivative contract derives from the potential failure of the counterparty to perform under the terms of the derivative contracts. The Company minimizes counterparty credit risk in derivative instruments by entering into transactions with high-quality counterparties whose credit rating is higher than BBB. The derivative instruments entered into by the Company do not contain credit-risk-related contingent features.

The majority of the Company’s trade receivables have payment terms of 30 days or less. As of September 30, 2016 trade receivables from the top three customers individually represented 25%, 18% and 10% respectively, of total accounts receivable. As of December 31, 2015, trade receivables from the top three customers individually represented 54%, 26% and 17%, respectively, of total accounts receivable. The Company mitigates the associated credit risk by performing credit evaluations and monitoring the payment patterns of its customers.

(11) Defined Contribution Plan

The Company sponsors a 401(k) defined contribution retirement plan covering eligible employees. The Company makes matching contributions of up to 3.5% of compensation. Contributions made by the Company were $0.9 million and $0.7 million for the nine months ended September 30, 2016 and 2015, respectively.

(12) Unit-Based Compensation

The Company had a Class C Management Incentive Plan (the “Class C Plan”) to grant Class C units to management. Under the Class C Plan, a maximum of 149,425 Class C units was authorized, of which 113,283 were outstanding as of December 31, 2015. The Class C units granted under the Class C Plan vested based on the participants continued employment with the Company (“Time-Based Units”) and based on the achievement of performance objectives as determined by the Compensation Committee (“Performance-Based Units”). Generally, the Time-Based Units vested one-third on each of the first three anniversary dates of the grant date, subject to the participant’s continued employment. The Performance-Based Units vested over the same periods, subject to the attainment of certain performance objectives. As of March 16, 2016, of the total outstanding Class C units issued under the Class C Plan, 93,999 were fully vested and 7,714 were unvested.

On March 16, 2016, the Company cancelled all outstanding Class C units issued under the Class C Plan and issued Class B units in Keane Management Holding LLC. Using an applicable conversion ratio specific to each participant the Company issued 83,529 Class B units, of which 78,824 were fully vested upon issuance. The remaining 4,705 unvested Class B units will vest based on the same time-based schedule that applied under a participant’s cancelled Class C award agreement, subject to the participant’s continued employment. The weighted average grant date fair value of the Class B units was $98.97.

The Company accounted for the exchange of Class B units for Class C units as a modification. In accordance with the requirements of ASC 718, the Company calculated incremental fair value on the difference between the fair value of the modified award and the fair value of the original award immediately prior to the modification. The incremental fair value related to vested units was recognized immediately as compensation expense. The incremental fair value of unvested units and any remaining unrecognized compensation of the original awards will be recognized as compensation expense over the remaining vesting period.

F-22

KEANE GROUP HOLDINGS, LLC AND SUBSIDIARIES

Notes to the Unaudited Condensed Consolidated Financial Statements

Nine Months Ended September 30, 2016 and 2015

In addition to the Class B units issued in exchange for Class C units, the Company issued an additional 3,529 Class B units during the nine month period ended September 30, 2016. These Class B units will vest one-third on each of the first three anniversary dates, subject to the applicable participant’s continued employment.

Non-cash compensation cost related to Class B and Class C units recognized in operating results was $1.9 million and $0.1 million for the nine months ended September 30, 2016 and 2015, respectively. In addition, the Company recognized $0.1 million and $0.2 million reduction in stock compensation due to forfeitures for the nine months ended September 30, 2016 and 2015, respectively. Furthermore, the Company recognized $0.2 million relating to withholding taxes on share settlements for the nine months ended September 30, 2015. Total unrecognized compensation cost related to unvested awards was $0.4 million and $0.2 million as of September 30, 2016 and December 31, 2015, respectively.

The Company used the Option-Pricing Method (“OPM”) to value Class B units. Since the Company’s shares are not publicly traded and its shares are not traded privately, expected volatility is estimated based on the volatility of similar entities with publicly traded shares. The risk-free rate for the expected term of the units is based upon the observed yields of U.S. Treasury STRIPS interpolated to match the expected time to liquidity. The Company also calculated the discount for lack of marketability (“DLOM”) using the Finnerty protective put model. The time to liquidity is based upon the expected time to a successful liquidity event.

Assumptions used in calculating the fair value of Class B units are summarized below:


	March 16, 2016
Valuation assumptions:
Expected dividend yield		0.0%
Expected equity volatility		108.6%
Expected term (years)		2.5 years
Risk-free interest rate		1.05%
Lack of marketability discount		29.2%
Weighted average fair value per Class B Unit	$	98.97

Grants of Class A units and Class C units

On March 16, 2016, in connection with the acquisition of Trican’s U.S. Operations, the Company issued to Trican Well Service, L.P. 100,000 Class A units and 294,117.65 fully vested Class C units. The total estimated fair value of Class A units was $36.0 million and estimated fair value of Class C units was $6.7 million.

Valuation assumptions used in calculating the fair value of Class A units and Class C units are summarized below:


	Class A		Class C
Valuation assumptions:
Expected dividend yield		0.0%		0.0%
Expected equity volatility		53.8%		154.3%
Expected term (years)		2.5 years		2.5 years
Risk-free interest rate		1.05%		1.05%
Lack of marketability discount		18.1%		31.9%

F-23

KEANE GROUP HOLDINGS, LLC AND SUBSIDIARIES

Notes to the Unaudited Condensed Consolidated Financial Statements

Nine Months Ended September 30, 2016 and 2015

(13) Accumulated Other Comprehensive Income

Accumulated other comprehensive income (loss) (“AOCI”) in the equity section of the balance sheets includes the following:


	Foreign currency items			Interest rate contracts			AOCI
December 31, 2015	$	(2,625	)	$	(2,041	)	$	(4,666	)
Other comprehensive income (loss)		57			1,338			1,395

September 30, 2016	$	(2,568	)	$	(703	)	$	(3,271	)

The following table summarizes reclassifications out of accumulated other comprehensive income during the nine months ended September 30, 2016 and 2015:


	Nine months ended September 30,						Affected line item in the condensed consolidated statement of operations and comprehensive loss
Description of AOCI component	2016			2015
Interest rate derivatives, hedging	$	(3,549	)	$	(1,184	)		Interest expense
Foreign currency items		—			—			Other income

Total reclassifications	$	(3,549	)	$	(1,184	)

(14) Commitments and Contingencies

As of September 30, 2016 and December 31, 2015, the Company had $0.3 million and $1.1 million of deposits on equipment, respectively. There were no purchase commitments on equipment outstanding as of September 30, 2016.

At September 30, 2016 and December 31, 2015, the Company had issued letters of credit under the Revolver of $2.0 million, which secured performance obligations related to the CIT capital lease. Refer to Note 7 ( Property and Equipment ) in the annual consolidated financial statements for further details on the CIT capital lease.

On March 26, 2012, the Company entered into a railcar and transload agreement with B&H Rail Corporation. The agreement had an effective date of March 1, 2012 and a term of five years with a renewal option of three additional five-year terms. As part of the agreement, the Company has committed annual volume obligations. In the event of any annual shortfall, the Company is subject to a penalty fee. For the nine months periods ended September 30, 2016 and September 30, 2015 the Company recorded a total charge of $0.02 million and $0.1 million, respectively, associated with the committed shortfall. As of September 30, 2016 the Company has a maximum potential penalty remaining of $0.3 million. Refer to Note 16 ( Commitments and Contingencies ) in the annual consolidated financial statements for further details of the B&H agreement.

In the normal course of operations, the Company enters into certain long-term raw material supply agreements for the supply of proppant to be used in hydraulic fracturing. As part of these agreements, the Company is subject to minimum tonnage purchase requirements and must pay penalties in the event of any shortfall. During the nine months ended September 30, 2016 and 2015 there were no shortfalls under these contracts.

F-24

KEANE GROUP HOLDINGS, LLC AND SUBSIDIARIES

Notes to the Unaudited Condensed Consolidated Financial Statements

Nine Months Ended September 30, 2016 and 2015

In connection with acquisition of Trican’s U.S. Operations, the Company assumed obligations under three sand supply agreements. The Company is subject to minimum purchase requirements and must pay penalties in the event of any shortfalls. During the nine months ended September 30, 2016, the Company did not recognize any shortfalls under these contracts.

Aggregate minimum commitments under long-term raw material supply contracts for the next five years as of September 30, 2016 are listed below:


Year-end December 31,
Fourth quarter of 2016			866
2017			21,220
2018			32,062
2019			28,317
2020 and Thereafter			25,975

			108,440

Litigation

From time to time, the Company is subject to legal and administrative proceedings, settlements, investigations, claims and actions. The Company’s assessment of the likely outcome of litigation matters is based on its judgment of a number of factors including experience with similar matters, past history, precedents, relevant financial and other evidence and facts specific to the matter. Notwithstanding the uncertainty as to the final outcome, based upon the information currently available to it, the Company does not currently believe these matters in aggregate will have a material adverse effect on its financial position or results of operations.

Environmental

The Company is subject to various federal, state and local environmental laws and regulations that establish standards and requirements for protection of the environment. The Company cannot predict the future impact of such standards and requirements which are subject to change and can have retroactive effectiveness. The Company continues to monitor the status of these laws and regulations. Currently, the Company has not been fined, cited or notified of any environmental violations that would have a material adverse effect upon its financial position, liquidity or capital resources. However, management does recognize that by the very nature of its business, material costs could be incurred in the near term to maintain compliance. The amount of such future expenditures is not determinable due to several factors, including the unknown magnitude of possible regulation or liabilities, the unknown timing and extent of the corrective actions which may be required, the determination of the Company’s liability in proportion to other responsible parties and the extent to which such expenditures are recoverable from insurance or indemnification.

(15) Related Party Transactions

Cerberus Operations and Advisory Company, an affiliate of the Company’s principal shareholder, provides certain consulting services to the Company. The Company paid $0.8 million and $0.6 million for these services during the nine months ended September 30, 2016 and 2015, respectively.

On December 23, 2014, the Company entered into a $20.0 million loan with KG Fracing Acquisition Corp. and S&K Management Services, LLC, affiliates of the Company (the “Related Party Loan”). The loan matures

F-25

KEANE GROUP HOLDINGS, LLC AND SUBSIDIARIES

Notes to the Unaudited Condensed Consolidated Financial Statements

Nine Months Ended September 30, 2016 and 2015

on November 8, 2019 and bears non-cash interest at 10.0% per annum. The proceeds from this loan could be used to fund any capital needs of the Company’s subsidiaries or any other lawful purpose. Total interest accrued on this loan as of December 31, 2015 was $2.2 million. The Company recognized $0.4 million and $1.6 million of accrued interest expense on this loan for the period from January 1 to March 15, 2016 and for the nine months period ended September 30, 2015, respectively. On March 16, 2016 this loan was contributed and exchanged for Class A Units of the Company, and the associated accrued interest expense was forgiven. As a result of this transaction, the Company recognized $22.6 million as capital contribution from the shareholders.

The Company leases a residential house from a current employee which was discontinued in the second half of 2015. The Company paid $0.04 million in rents associated with the lease during the nine months ended September 30, 2015.

(16) Exit Costs

Exit costs associated with real estate operating leases

The Company assumed several real estate operating leases in connection with the acquisition of Trican’s U.S. Operations. In an effort to consolidate its facilities and to reduce costs, the Company had vacated eight of the combined properties and recorded a cease-use liability for the total amount of $8.1 million. Subsequent to the recording of the liability, the Company successfully negotiated exit agreements for four of the properties, resulting in net payments of $2.6 million. Exit costs are presented within selling, general and administrative expense in the condensed consolidated statement of operations.

The following table presents the roll forward of the exit cost liability:


	Nine months ended September 30, 2016
Beginning balance at January 1, 2016	$	—
Charges incurred		8,052
Cash payments		(2,636	)
Lease amortization and other adjustments		(968	)

Total lease and contract obligations, ending balance	$	4,448

Wind-down of a foreign subsidiary

As of September 30, 2016 the Company has substantially completed its exit and does not expect to incur any additional costs associated with the wind-down of the Canadian subsidiary. The Company did not incur any Canadian subsidiary exit related costs during the nine months ended September 30, 2016. Exit costs were incurred within the Company’s Completion Services reportable segment. Exit costs incurred during the nine

F-26

KEANE GROUP HOLDINGS, LLC AND SUBSIDIARIES

Notes to the Unaudited Condensed Consolidated Financial Statements

Nine Months Ended September 30, 2016 and 2015

months ended September 30, 2015 and the line items where they appear on the condensed consolidated statements of operations and comprehensive loss were as follows:


Location in condensed consolidated statements of operations and comprehensive loss	Description	Nine months ended September 30, 2015
Cost of services
	Severance pay	$	208

Selling, general and administrative expenses
	Severance pay	$	267
	Consulting and legal fees		39
	Retention pay		187
	Asset sales and disposals costs		527
	Lease exit costs		1,387
	Other costs		118

		$	2,525

The activity in the exit liabilities related to lease and contract obligations recognized in connection with the wind-down of the Canadian operations, which are presented as accrued liabilities on the condensed consolidated balance sheets, were as follows for the nine months ended September 30, 2016:


	Nine months ended September 30, 2016
Beginning balance at January 1, 2016	$	759
Charges incurred		—
Cash payments net of cash receipts		(262	)
Lease amortization and other adjustments		(180	)

Total lease and contract obligations, ending balance	$	317

(17) Business Segments

Management operates the Company in two segments: Completion Services and Other Services. In connection with the Trican Transaction, the Company allocated Trican’s U.S. Operations’ hydraulic fracturing business to the Completion Services segment and its coiled tubing, cementing and other businesses to the Other Services segment.

Completion Services. The Company’s Completion Services segment includes its hydraulic fracturing and wireline businesses. The Company’s customers use its hydraulic fracturing services to enhance the production of oil and natural gas from formations with low permeability. The process of hydraulic fracturing involves pumping a highly viscous, pressurized fracturing fluid—typically a mixture of water, chemicals and guar—into a well casing or tubing in order to fracture underground mineral formations. These fractures release trapped hydrocarbon particles and free a channel for the oil or natural gas to flow freely to the wellbore for collection. Fracturing fluid mixtures include proppant which become lodged in the cracks created by the hydraulic fracturing process, “propping” them open to facilitate the flow of hydrocarbons upward through the well. Proppant generally consists of raw sand, resin-coated sand or ceramic particles. The fracturing fluid is engineered to lose viscosity, or “break,” and is subsequently removed from the formation, leaving the proppant suspended in the mineral fractures.

F-27

KEANE GROUP HOLDINGS, LLC AND SUBSIDIARIES

Notes to the Unaudited Condensed Consolidated Financial Statements

Nine Months Ended September 30, 2016 and 2015

In addition, the Company also provides wireline services. Wireline services involve the use of a single truck equipped with a spool of wireline that is unwound and lowered into oil and natural gas wells to convey specialized tools or equipment for well completion, well intervention, pipe recovery and reservoir evaluation purposes. The Company typically provides its wireline services in conjunction with its hydraulic fracturing services in “plug-and-perf” well completions to maximize efficiency for the Company’ customers. “Plug-and-perf” is a multi-stage well completion technique for cased-hole wells that consists of pumping a plug and perforating guns to a specified depth. Once the plug is set, the zone is perforated and the tools are removed from the well, a ball is pumped down to isolate the zones below the plug and the hydraulic fracturing treatment is applied. The ball-activated plug diverts fracturing fluids through the perforations into the formation. The ability to provide both the wireline and hydraulic fracturing services required for a “plug-and-perf” completion increases efficiencies for customers by reducing downtime between each process, which in turn allows the Company to complete more stages in a day and ultimately reduces the number of days it takes a customer to complete a well.

The Company provides its Completion Services in several of the most active basins in the U.S., including the Permian Basin, the Marcellus Shale/Utica Shale and the Bakken Formation.

Other Services:

Coiled Tubing: The Company provides various coiled tubing services to facilitate well servicing and workover operations as well as the completion of horizontal wells. Coiled tubing services involve the use of a flexible, continuous metal pipe spooled on a large reel which is then lowered into oil and natural gas wells to perform various workover applications, including wellbore clean outs and maintenance, nitrogen services, thru-tubing fishing, and formation stimulation using acid and other chemicals. Advantages of utilizing coiled tubing over a more costly workover rig include: (i) the smaller size and mobility of a coiled tubing unit compared to a workover rig, (ii) the ability to perform workover applications without having to “shut-in” the well during such operations, (iii) the ability to reel continuous coiled tubing in and out of a well significantly faster than conventional pipe, and (iv) the ability to direct fluids into a wellbore with more precision. Larger diameter coiled tubing units have recently been utilized for horizontal well completion applications such as (i) the drill out of temporary isolation plugs that separate frac zones, (ii) the clean out of the well for final production after the hydraulic fracturing job has been completed and (iii) in conjunction with hydraulic fracturing operations to stimulate zones not requiring high pressures or significant proppant volume.

Drilling, Cementing, Acidizing and Nitrogen Services: The Company is also equipped to offer their customers drilling, cementing, acidizing and nitrogen-based well stimulation services.

During 2016, in connection with the acquisition of Trican’s U.S. Operations, the Company reassessed the composition of its reportable segments effective January 1, 2016. The change in the reportable segments resulted from the change in the structure of internal organization and was reflected through retrospective presentation of prior period segment information. As such, the corresponding information for 2015 has been restated to present segment information on a comparable basis.

Management evaluates the performance of each segment based on gross profit and operating (loss) income. The following tables present financial information with respect to the Company’s segments. Corporate and other represents costs not directly associated with an operating segment, such as interest expense and corporate overhead. Corporate assets include cash, deferred financing costs, derivative and entity-level plant, property and equipment.

F-28

KEANE GROUP HOLDINGS, LLC AND SUBSIDIARIES

Notes to the Unaudited Condensed Consolidated Financial Statements

Nine Months Ended September 30, 2016 and 2015


	Nine Months Ended September 30,
	2016			2015
Operations by business segment
Revenue:
Completion Services	$	262,881		$	309,837
Other Services		6,656			2,338
Corporate and Other		—			—

Total revenue	$	269,537		$	312,175

Gross (loss) profit:
Completion Services	$	616		$	55,147
Other Services		(4,443	)		777
Corporate and Other		—			—

Total gross (loss) profit	$	(3,827	)	$	55,924

Operating (loss) income:
Completion Services	$	(63,127	)	$	(138	)
Other Services		(8,524	)		(3,134	)
Corporate and Other		(49,033	)		(16,700	)

Total operating (loss)	$	(120,684	)	$	(19,972	)

Capital expenditures:(1)
Completion Services	$	168,948		$	25,260
Other Services		18,346			9
Corporate and Other		33,952			301

Total capital expenditures	$	221,246		$	25,570

Depreciation and amortization:
Completion Services	$	63,690		$	49,701
Other Services		3,975			2,435
Corporate and Other		4,282			949

Total depreciation and amortization	$	71,947		$	53,085

Impairment:
Completion Services	$	—		$	2,437
Other Services		—			1,477
Corporate and Other		—			—

Total impairment	$	—		$	3,914

Revenue by geography:
United States	$	269,537		$	305,307
Canada		—			6,868

Total revenue	$	269,537		$	312,175

(1)

Capital expenditures include assets of $205.5 million from the acquisition of Trican’s U.S. Operations, comprising of $154.5 million allocated to Completions Services, $17.9 million to Other Services and $33.1 million to Corporate Services.

F-29

KEANE GROUP HOLDINGS, LLC AND SUBSIDIARIES

Notes to the Unaudited Condensed Consolidated Financial Statements

Nine Months Ended September 30, 2016 and 2015


	September 30, 2016		December 31, 2015
Total assets:
Completion Services	$	428,048	$	267,250
Other Services		21,214		7,064
Corporate and Other		99,097		50,481

Total assets	$	548,359	$	324,795

Goodwill:
Completion Services	$	50,478	$	48,882
Other Services		—		—
Corporate and Other		—		—

Total goodwill	$	50,478	$	48,882

(18) Recently Adopted Accounting Standards

In January 2015, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2015-01, “Income Statement—Extraordinary and Unusual Items: Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items,” which eliminates from U.S. GAAP the concept of extraordinary items. The ASU is effective for annual periods beginning after December 15, 2015. The Company implemented the provisions of ASU 2015-01, prospectively, effective January 1, 2016. The adoption of ASU 2015-11 did not have a material impact on the condensed consolidated financial statements of the Company.

In April 2015, the FASB issued ASU No. 2015-03, “Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs,” which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability. The ASU also requires amortization of debt issuance costs to be reported as interest expense. The ASU is effective for annual periods beginning after December 15, 2015. The Company adopted this Standard effective January 1, 2016 on a retrospective basis and presented all debt issuance costs net within long-term debt. Refer to Note 7 (Long-Term Debt) for quantification of the impact of the adoption of this ASU.

In August 2015, the FASB issued ASU No. 2015-15, “Interest—Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements,” which allows for debt issuance costs associated with line-of-credit arrangements to be presented as an asset and subsequently amortized ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. The ASU is effective for annual periods beginning after December 15, 2015. The Company implemented the provisions of ASU 2015-15 on January 1, 2016. Refer to Note 7 (Long-Term Debt) for quantification of the impact of the adoption of this ASU.

In September 2015, the FASB issued ASU 2015-16, “Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments,” which requires adjustments to provisional amounts in a business combination be recognized in the reporting period in which the adjustment amounts are determined, eliminating the requirement to retrospectively account for those adjustments. The ASU also requires companies to disclose the amounts recorded in current-period earnings that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. The ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. The Company will apply the provisions of ASU 2015-16 to any measurement period adjustments that arise subsequent to January 1, 2016.

F-30

KEANE GROUP HOLDINGS, LLC AND SUBSIDIARIES

Notes to the Unaudited Condensed Consolidated Financial Statements

Nine Months Ended September 30, 2016 and 2015

(19) Recently Issued Accounting Standards

In May 2014 the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers,” which outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. This ASU supersedes the revenue recognition requirements in FASB ASC Topic 605, “Revenue Recognition,” and most industry-specific guidance. This ASU sets forth a five-step model for determining when and how revenue is recognized. Under the model, an entity will be required to recognize revenue to depict the transfer of goods or services to a customer at an amount reflecting the consideration it expects to receive in exchange for those goods or services. Additional disclosures will be required to describe the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts. In August 2015, the FASB issued ASU No. 2015-14, “Revenue from Contracts with Customers,” which deferred the effective date of ASU 2014-09 for all entities by one year and is effective for fiscal years and interim periods within fiscal years beginning after December 15, 2017. Entities may choose to adopt the standard using either a full retrospective approach or a modified retrospective approach. The Company is currently evaluating the impact of the adoption of this ASU.

In August 2014, the FASB issued ASU No 2014-15, “Presentation of Financial Statements - Going Concern,” which requires management to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the date that the financial statements are available to be issued when applicable). ASU 2014-15 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, with early application permitted.

In January 2016, the FASB issued ASU 2016-01, “Financial Instruments—Overall: Recognition and Measurement of Financial Assets and Financial Liabilities,” which requires equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income, requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes, requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset, and eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost. The ASU is effective for annual periods beginning after December 15, 2018. The Company will implement the provisions of ASU 2016-01 effective January 1, 2018. The Company does not expect the adoption of ASU 2016-01 to have a material impact on the condensed consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842),” which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both lessees and lessors. The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a purchase financed by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less may be accounted for similarly to existing guidance for operating leases today. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. The ASU is expected to impact the Company’s consolidated financial statements as the Company has certain operating and real property lease arrangements for which it is the lessee. The standard is effective on January 1, 2019, with early adoption permitted. The Company is currently evaluating the adoption of this standard will have on its condensed consolidated financial statements.

F-31

KEANE GROUP HOLDINGS, LLC AND SUBSIDIARIES

Notes to the Unaudited Condensed Consolidated Financial Statements

Nine Months Ended September 30, 2016 and 2015

In March 2016, the FASB issued ASU 2016-09, “Improvements to Employee Share-Based Payment Accounting (Topic 718),” which is effective for fiscal years and interim periods within fiscal years beginning after December 31, 2016, with a cumulative-effect and prospective approach to be used for implementation. ASU 2016-09 changes several aspects of the accounting for share-based payment award transactions including accounting for income taxes, classification of excess tax benefits on the statement of cash flows, forfeitures, minimum statutory tax withholding requirements and classification of employee taxes paid on the statement of cash flows when an employer withholds shares for tax withholding purposes. The Company is currently evaluating the impact the adoption of this standard will have on its condensed consolidated financial statements.

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments-Credit Losses (Topic 326),” which is effective for fiscal years and interim periods within fiscal years beginning after December 15, 2019, with a modified-retrospective approach to be used for implementation. ASU 2016-13 changes the impairment model for most financial assets and certain other instruments. Specifically, this new guidance requires using a forward-looking, expected loss model for trade and other receivables, held-to-maturity debt securities, loans and other instruments. This will replace the currently used model and likely result in an earlier recognition of allowance for losses. The Company is currently evaluating the impact the adoption of this standard will have on its condensed consolidated financial statements.

In August 2016, the FASB issued ASU 2016-15, “Classification of Certain Cash Receipts and Cash Payments,” which is effective for fiscal years and interim periods within fiscal years beginning after December 15, 2017, with a full retrospective approach to be used upon implementation and early adoption allowed. ASU 2016-15 provides guidance on eight different issues, intended to reduce diversity in practice on how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The Company is currently evaluating the impact the adoption of this standard will have on its condensed consolidated financial statements.

In October 2016, the FASB issued ASU 2016-16, “Intra-Entity Transfers of Asset Other Than Inventory,” which requires entities to recognize the tax consequences of intercompany asset transfers in the period in which the transfer takes place, with the exception of inventory transfers. The ASU is effective for fiscal years and interim periods within fiscal years beginning after December 15, 2017. Entities must adopt the standard using a modified retrospective approach with a cumulative effect adjustment to retained earnings as of the beginning of the period of adoption. The cumulative effect adjustments will include recognition of the income tax consequences of intra-entity transfers of assets other than inventory that occur before the adoption date. Early adoption is permitted but only at the beginning of an annual period for which no financial statements (interim or annual) have already been issued or made available for issuance. The Company is currently evaluating the impact the adoption of this standard will have on its condensed consolidated financial statements.

In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230), Restricted Cash,” which stipulates that the amounts generally described as restricted cash or restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-the period and end-of-period total amounts shown on the statement of cash flows. The amendments to this Update do not provide a definition of restricted cash or restricted cash equivalents. The Company does not expect the adoption of ASU 2016-18 to have any impact on the condensed consolidated financial statements.

(20) Subsequent Events

The Company has evaluated subsequent events from the balance sheet date through December 13, 2016, the date at which the financial statements were available to be issued.

F-32

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Members

Keane Group Holdings, LLC and Subsidiaries:

We have audited the accompanying consolidated balance sheets of Keane Group Holdings, LLC and subsidiaries as of December 31, 2015 and 2014, and the related consolidated statements of operations and comprehensive loss, changes in members’ equity, and cash flows for the years then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the auditing standards of the Public Company Accounting Oversight Board (United States) and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Keane Group Holdings, LLC and subsidiaries as of December 31, 2015 and 2014, and the results of their operations and their cash flows for the years then ended in conformity with U.S. generally accepted accounting principles.

/s/ KPMG LLP

Houston, Texas

November 10, 2016

F-33

KEANE GROUP HOLDINGS, LLC AND SUBSIDIARIES

Consolidated Balance Sheets

December 31, 2015 and 2014

(Amounts in thousands)


	2015			2014
Assets
Current assets:
Cash and cash equivalents	$	53,422		$	52,207
Accounts receivable		15,640			53,299
Inventories		4,668			16,564
Prepaid expenses		1,868			1,942

Total current assets		75,598			124,012
Notes receivable—related parties		6			6
Property and equipment, net		153,625			189,900
Goodwill		48,882			49,013
Intangible assets		45,616			54,168
Other noncurrent assets		1,068			1,756

Total assets	$	324,795		$	418,855

Liabilities and Members’ Equity
Current liabilities:
Accounts payable	$	12,562		$	22,242
Accrued expenses		14,024			27,419
Contingent liabilities		—			2,500
Current maturities of capital lease obligations		1,742			1,661
Current maturities of long-term debt		2,918			3,136
Other current liabilities		1,100			1,541

Total current liabilities		32,346			58,499

Capital lease obligations, less current maturities		6,365			8,106
Long-term debt, less current maturities		181,975			185,552
Debt—related party		22,174			20,000
Other noncurrent liabilities		1,775			58

Total noncurrent liabilities		212,289			213,716

Total liabilities		244,635			272,215

Members’ equity
Members’ equity		186,510			186,420
Retained earnings (deficit)		(101,684	)		(37,042	)
Accumulated other comprehensive (loss)		(4,666	)		(2,738	)

Total members’ equity		80,160			146,640

Total liabilities and members’ equity	$	324,795		$	418,855

See accompanying notes to consolidated financial statements.

F-34

KEANE GROUP HOLDINGS, LLC AND SUBSIDIARIES

Consolidated Statements of Operations and Comprehensive (Loss)

Years ended December 31, 2015 and 2014

(Amounts in thousands)


	2015			2014
Revenue	$	366,157		$	395,834
Operating costs and expenses:
Cost of services		306,596			323,718
Depreciation and amortization		69,547			68,254
Selling, general and administrative expenses		25,811			25,459
Impairment		3,914			11,098

Total operating costs and expenses		405,868			428,529

Operating (loss)		(39,711	)		(32,695	)

Other expense:
Other expense, net		(1,481	)		(2,418	)
Interest expense		(23,450	)		(10,473	)

Total other expenses		(24,931	)		(12,891	)

Net (loss)		(64,642	)		(45,586	)
Other comprehensive (loss):
Foreign currency translation adjustments		(741	)		(1,148	)
Hedging activities		(1,187	)		(854	)

Total comprehensive (loss)	$	(66,570	)	$	(47,588	)

See accompanying notes to consolidated financial statements.

F-35

KEANE GROUP HOLDINGS, LLC AND SUBSIDIARIES

Consolidated Statements of Members’ Equity

Years ended December 31, 2015 and 2014

(Amounts in thousands)


	Members’ equity			Retained earnings (deficit)			Accumulated other comprehensive loss			Total
Balance as of December 31, 2013	$	184,340		$	8,544		$	(736	)	$	192,148
Distributions		(337	)		—			—			(337	)
Unit awards vested		2,417			—			—			2,417
Other comprehensive loss		—			—			(2,002	)		(2,002	)
Net loss		—			(45,586	)		—			(45,586	)

Balance as of December 31, 2014	$	186,420			(37,042	)		(2,738	)		146,640
Distributions		(222	)		—			—			(222	)
Unit awards vested		312			—			—			312
Other comprehensive loss		—			—			(1,928	)		(1,928	)
Net loss		—			(64,642	)		—			(64,642	)

Balance as of December 31, 2015	$	186,510		$	(101,684	)	$	(4,666	)	$	80,160

See accompanying notes to consolidated financial statements.

F-36

KEANE GROUP HOLDINGS, LLC AND SUBSIDIARIES

Consolidated Statements of Cash Flows

Years ended December 31, 2015 and 2014

(Amounts in thousands)


	2015			2014
Cash flows from operating activities:
Net (loss)	$	(64,642	)	$	(45,586	)
Adjustments to reconcile net loss to net cash provided by operating activities
Depreciation and amortization		69,547			68,254
Amortization of deferred financing fees		2,112			633
(Gain) on sales of assets		(270	)		(912	)
Accrued interest on loan—related party		2,174			—
Loss on debt extinguishment		—			2,270
Loss on impairment of assets		3,914			11,098
Unit-based compensation		312			2,417
(Increase) decrease in accounts receivable		36,933			(36,091	)
(Increase) decrease in inventories		11,841			(12,952	)
(Increase) decrease in prepaid expenses		105			159
(Increase) decrease in other assets		1,047			452
Increase (decrease) in accounts payable		(12,650	)		12,803
Increase (decrease) in accrued expenses		(13,185	)		16,575
Increase (decrease) in other liabilities		283			(388	)

Net cash provided by operating activities		37,521			18,732

Cash flows from investing activities:
Purchase of property and equipment		(26,086	)		(130,485	)
Advances of deposit on equipment		(1,114	)		(10,871	)
Payments for leasehold improvements		(46	)		(37	)
Implementation of ERP software		(69	)		(130	)
Proceeds from sale of assets		1,278			1,760
Proceeds from insurance recoveries		—			888
Payments received (advances) on note receivable		(1	)		5

Net cash used in investing activities		(26,038	)		(138,870	)

Cash flows from financing activities:
Proceeds from capital leases		—			12,924
Payments on capital leases		(1,661	)		(61,091	)
Proceeds from the Notes		—			245,000
Payments on the Notes		(5,000	)		(59,135	)
Proceeds from loan—related party		—			40,000
Payments on loan—related party		—			(20,000	)
Payments on contingent consideration liability		(2,500	)		(9,500	)
Distributions		(222	)		(337	)
Loan origination fee payment		(1,135	)		(10,563	)

Net cash (used in) provided by financing activities	$	(10,518	)	$	137,298

Noncash effect of foreign translation adjustments		250			(400	)

Net increase in cash and cash equivalents		1,215			16,760
Cash and cash equivalents, beginning		52,207			35,447

Cash and cash equivalents, ending	$	53,422		$	52,207

Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest expense, net	$	19,157			9,751
Income taxes	$	220			—
Noncash purchase of property and equipment	$	3,138			—

See accompanying notes to consolidated financial statements.

F-37

KEANE GROUP HOLDINGS, LLC AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

Years ended December 31, 2015 and 2014

(1) Description of Company

(a) Business Description

Keane Group Holdings, LLC and subsidiaries (the “Company”) is a multi-basin provider of oilfield services to oil and natural gas exploration and production companies in the United States and Canada. Through its subsidiaries, the Company provides customers with premium hydraulic fracturing, wireline, drilling and other completions services, with a focus on complex, technically demanding well completions.

The Company operates primarily in the most active unconventional oil and natural gas basins in the U.S., including the Permian Basin, the Marcellus Shale/Utica Shale and the Bakken Formation.

(b) Formation

The Company was formed on March 2, 2011, to hold interests in consolidated subsidiaries including Keane Frac, L.P., Keane Frac, G.P. LLC and KS Drilling, LLC, in anticipation of a sale of a controlling interest in the Company and its subsidiaries. This acquisition was completed on March 22, 2011, when KG Fracing Acquisition Corporation, an affiliate of Cerberus Capital Management, L.P., acquired a majority ownership stake in the equity of the Company. The acquisition was accounted for as a business combination and created a new basis of accounting. These consolidated financial statements are those of the successor company, Keane Group Holdings, LLC and subsidiaries. The Company’s predecessor, Keane and Sons Drilling Corporation, was established in 1973.

(2) Summary of Significant Accounting Policies

(a) Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) requires management to make estimates and assumptions that affect certain amounts reported in the consolidated financial statements. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include the useful lives of property and equipment and intangible assets; allowances for doubtful accounts; acquisition accounting; contingent liabilities; and the valuation of fixed assets, intangible assets, unit based incentive plan awards, derivatives and inventory.

(b) Principles of Consolidation

The accompanying consolidated financial statements have been prepared in accordance with U.S. GAAP and include the accounts of Keane Group Holdings, LLC and its consolidated subsidiaries: KGH Intermediate Holdco I, LLC, KGH Intermediate Holdco II, LLC, Keane Frac, L.P., Keane Frac TX, LLC, Keane Frac ND, LLC, Keane Frac G.P., LLC, KS Drilling, LLC and Keane Completions CN Corp.

All significant intercompany transactions and balances have been eliminated.

(c) Cash and Cash Equivalents

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. The Company’s cash is invested in overnight repurchase agreements and certificates of deposit with an initial term of less than three months.

F-38

KEANE GROUP HOLDINGS, LLC AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

Years ended December 31, 2015 and 2014

Net cash received from all asset sale proceeds and insurance recoveries, excluding proceeds related to obsolescence, is considered to be restricted. The Company may, at management’s discretion, reinvest up to $1 million of asset sale proceeds during each fiscal year for capital expenditures. Asset sale proceeds in excess of $1 million in a fiscal year are required to be applied as a prepayment of the Notes. The Company had qualifying asset sale proceeds of $0.2 million for the years ended December 31, 2015 and 2014, respectively. The Company did not have any restricted cash as of December 31, 2015 and 2014.

(d) Trade Accounts Receivable

Trade accounts receivable are recorded at the invoiced amount. Amounts collected on trade accounts receivable are included in net cash provided by operating activities in the consolidated statements of cash flows. The Company analyzes the need for an allowance for doubtful accounts for estimated losses related to potentially uncollectible accounts receivable on a case by case basis throughout the year. In establishing the required allowance, management considers historical losses adjusted to take into account current market conditions and the Company’s customers’ financial condition, the amount of receivables in dispute, the current receivables aging and current payment patterns. The Company reserves amounts based on specific identification. Account balances are charged to the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have an established reserve amount as it does not have significant balance sheet credit exposure related to its customers as of December 31, 2015 and 2014.

(e) Inventories

Inventories are stated at the lower of cost or market. Cost is determined using the weighted average cost method for all inventories.

(f) Revenue Recognition

Revenue from the Company’s hydraulic fracturing, wireline and drilling services are earned and recognized as services are rendered, which is generally on a per stage, daily or hourly rate. All revenue is recognized when persuasive evidence of an arrangement exists, the service is complete, the amount is determinable and collectability is reasonably assured, as follows:

Completion Services

The Company provides hydraulic fracturing and wireline services pursuant to contractual arrangements, such as term contracts and pricing agreements, or on a spot market basis. Revenue is recognized upon the completion of each job. Once a job has been completed to the customer’s satisfaction, a field ticket is created that includes charges for the service performed and the chemicals and proppant consumed during the course of the service. The field ticket may also include charges for the mobilization of the equipment to the location, additional equipment used on the job, if any, and other miscellaneous items. This field ticket is used to create an invoice, which is sent to the customer upon the completion of each job.

Other Services

The Company provides certain complementary services such as drilling pursuant to contractual arrangements, such as term contracts. The Company typically charges the customer for the services performed and resources provided on a daily, hourly or per job basis.

F-39

KEANE GROUP HOLDINGS, LLC AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

Years ended December 31, 2015 and 2014

Contract acquisition and origination costs are expensed as incurred.

(g) Property and Equipment

Property and equipment, inclusive of equipment under capital lease, are generally stated at cost.

Depreciation on property and equipment is calculated using the straight-line method over the estimated useful lives of the assets, which range from 13 months to 40 years. Equipment held under capital leases are generally amortized on a straight-line basis over the estimated useful life of the asset. Total depreciation for the years ended December 31, 2015 and 2014 was $64.6 million and $62.3 million, respectively.

Major classifications of property and equipment and their respective useful lives are as follows:


Land		Indefinite life
Building and leasehold improvements		19 months – 40 years
Machinery and equipment		13 months – 10 years
Office furniture, fixtures and equipment		3 years – 5 years

In 2014, the Company reassessed the hydraulic fracturing asset classifications and estimated useful lives of the respective assets. As a result, the Company identified more detailed asset classes in an effort to better align estimated useful lives of the Company’s hydraulic fracturing assets, which changed from 7 years to a range of 2.5 to 5 years, with tractors changing to 10 years. A major factor in this change is the increase in service intensity, driven by a shift to more 24 hour work, higher stage volume, larger stages and more proppant usage per stage.

In accordance with FASB Accounting Standards Codification (“ASC”) 250, the change in the estimated useful lives of the Company’s hydraulic fracturing assets was accounted for as a change in accounting estimate, on a prospective basis, effective January 1, 2014. This change resulted in an increase in depreciation expense and an increase in net loss for the year ended December 31, 2014 of $33.7 million.

(h) Major Maintenance Activities

The Company incurs maintenance costs on its major equipment. The determination of whether an expenditure should be capitalized or expensed requires management judgement in the application of how the costs benefit future periods, relative to our capitalization policy. Costs that either establish or increase the efficiency, productivity, functionality or life of a fixed asset are capitalized.

In 2014, the Company reassessed its policy on maintenance spend. As a result, the Company determined it was expensing as incurred costs related to major component replacements and rebuilds that extended the useful lives of its hydraulic fracturing fleets by greater than 12 months. The Company has since revised its policy to capitalize all such costs.

In accordance with FASB ASC 250, the change in the Company’s maintenance spend and capitalization policy was accounted for as a change in accounting estimate, on a prospective basis, effective January 1, 2014. This change resulted in a decrease in maintenance spend of $2.1 million and an increase in depreciation expense of $0.4 million for the year ended December 31, 2014. Net loss decreased $1.7 million for the year ended December 31, 2014.

F-40

KEANE GROUP HOLDINGS, LLC AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

Years ended December 31, 2015 and 2014

(i) Goodwill and Indefinite-Lived Intangible Assets

Goodwill represents the excess of the purchase price of a business over the estimated fair value of the identifiable assets acquired and liabilities assumed by the Company. The Company evaluates goodwill for impairment annually, as of October 31, or more often as facts and circumstances warrant. Goodwill is allocated to three reporting units—hydraulic fracturing, wireline and drilling. The Company has two reportable segments: Completion Services comprising hydraulic fracturing and wireline services, and Other Services segment comprising drilling services. Factors such as unexpected adverse economic conditions, competition and market changes may require more frequent assessments. The sharp fall in commodity prices during the fourth quarter of 2014 was deemed a triggering event, and in 2014, the Company re-assessed goodwill for impairment as of November 30, 2014. Impairment analysis for 2015 was performed as of October 31, 2015.

Before employing detailed impairment testing methodologies, the Company may first evaluate the likelihood of impairment by considering qualitative factors relevant to each reporting segment, such as macroeconomic, industry, market or any other factors that have a significant bearing on fair value. If the Company first utilizes a qualitative approach and determines that it is more likely than not that goodwill is impaired, detailed testing methodologies are then applied. Otherwise, the Company concludes that no impairment has occurred. The Company may also choose to bypass a qualitative approach and opt instead to employ detailed testing methodologies, regardless of a possible more likely than not outcome. The first step in the goodwill impairment test is to compare the fair value of each reporting unit to which goodwill has been assigned to the carrying amount of net assets, including goodwill, of the respective reporting unit. The Company has allocated goodwill to one of its reportable segments, Completion Services. If the carrying amount of the reportable segment exceeds its fair value, step two in the goodwill impairment test requires goodwill to be written down to its implied fair value through a charge to operating expense based on a hypothetical purchase price allocation. There was no goodwill impairment in 2015 or 2014.

The Company’s indefinite-lived assets consists of the Company’s trade names. The Company assesses its indefinite-lived intangible assets for impairment annually, as of October 31, or whenever events or circumstances indicate that the carrying amount of the assets may not be recoverable. The aforementioned sharp fall in commodity prices during the fourth quarter of 2014 was deemed a triggering event, and in 2014, the Company tested the indefinite-lived intangible assets for impairment as of November 30, 2014, using the relief from royalty method. Impairment analysis for 2015 was performed as of October 31, 2015. In 2015 and 2014, the Company recorded a $1.2 million and $0.6 million impairment, respectively, on its trade name under the Other Services segment, as it was determined the fair value of trade name based on the net present value of future cash flows was less than the net book value as of the period then ended. See Note 3 ( Intangible Assets ).

(j) Long-Lived Assets

The Company assesses its long-lived assets, such as definite-lived intangible assets and property and equipment, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability is assessed using undiscounted future net cash flows of assets grouped at the lowest level for which there are identifiable cash flows independent of the cash flows of other groups of assets. The Company determined the lowest level of identifiable cash flows that are independent of other asset groups to be at the reporting unit level, hydraulic fracturing, wireline and drilling, as well as an entity level asset group for assets that do not have identifiable independent cash flows. Impairments exist when the carrying amount of an asset group exceeds estimates of the undiscounted cash flows expected to result from the use and eventual disposition of the asset group. When alternative courses of action to recover the carrying amount of the asset are under consideration, estimates of future undiscounted cash flows take into account

F-41

KEANE GROUP HOLDINGS, LLC AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

Years ended December 31, 2015 and 2014

possible outcomes and probabilities of their occurrence. If the carrying amount of the asset is not recoverable based on the estimated future undiscounted cash flows, the impairment loss is measured as the excess of the asset group’s carrying amount over its estimated fair value, such that the asset group’s carrying amount is adjusted to its estimated fair value, with an offsetting charge to operating expense. In 2014, the sharp fall in commodity prices during the fourth quarter of 2014 was deemed a triggering event, and the Company tested its long-lived assets for impairment as of December 31, 2014. In 2014, the Company recorded a $10.5 million impairment on its definite-lived intangible assets, primarily as a result of the termination of two customer contracts in its Completion Services and Other Services segments. In 2015, the continued fall in commodity prices was deemed a triggering event, and the Company tested its long-lived assets for impairment as of October 31, 2015. In 2015, the Company recorded a $2.4 million impairment on its definite-lived intangible assets, as a result of the loss of certain customer relationships related to the Company’s acquisition of Ultra Tech Frac Services, LLC (“UTFS”). See Note 3 ( Intangible Assets ). In 2015, the Company also recorded a $0.3 million impairment on its drilling rig fleet, as the continued fall in commodity prices resulted in a decline in the anticipated utilization rates for the drilling rig fleet, indicating these long-lived assets may not be recoverable.

The Company measures the fair value of its property and equipment using the discounted cash flow method, the fair value of its customer contracts using the multi-period excess earning method and the fair value of its trade names using the relief from royalty method. The expected future cash flows used for impairment reviews and related fair value calculations are based on judgmental assessments of projected revenue growth, fleet count, utilization, gross margin rates, SG&A rates, working capital fluctuations, capital expenditures, discount rates and terminal growth rates.

Amortization on definite-lived intangible assets is calculated on the straight-line method over the estimated useful lives of the assets.

(k) Derivative Instruments and Hedging Activities

The Company is exposed to certain risks relating to its ongoing business operations. The Company utilizes interest rate derivatives to manage interest rate risk associated with its floating-rate borrowings. The Company recognizes all derivative instruments as either assets or liabilities in the balance sheet at their respective fair values. For derivatives designated in hedging relationships, changes in the fair value are either offset through earnings against the change in fair value of the hedged item attributable to the risk being hedged or recognized in accumulated other comprehensive income, to the extent the derivative is effective at offsetting the changes in cash flows being hedged, until the hedged item affects earnings.

The Company only enters into derivative contracts that it intends to designate as hedges for the variability of cash flows to be received or paid related to a recognized asset or liability (cash flow hedge). For all hedging relationships, the Company formally documents the hedging relationship and its risk-management objective and strategy for undertaking the hedge, the hedging instrument, the hedged transaction, the nature of the risk being hedged, how the hedging instrument’s effectiveness in offsetting the hedged risk will be assessed prospectively and retrospectively and a description of the method used to measure ineffectiveness. The Company also formally assesses, both at the inception of the hedging relationship and on an ongoing basis, whether the derivatives that are used in hedging relationships are highly effective in offsetting changes in cash flows of hedged transactions. For derivative instruments that are designated and qualify as part of a cash flow hedging relationship, the effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Gains and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings.

F-42

KEANE GROUP HOLDINGS, LLC AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

Years ended December 31, 2015 and 2014

The Company discontinues hedge accounting prospectively when it determines that the derivative is no longer effective in offsetting cash flows attributable to the hedged risk, the derivative expires or is sold, terminated, or exercised, the cash flow hedge is de-designated because a forecasted transaction is not probable of occurring or management determines to remove the designation of the cash flow hedge. In all situations in which hedge accounting is discontinued and the derivative remains outstanding, the Company continues to carry the derivative at its fair value on the balance sheet and recognizes any subsequent changes in its fair value in earnings. When it is probable that a forecasted transaction will not occur, the Company discontinues hedge accounting and recognizes immediately in earnings gains and losses that were accumulated in other comprehensive income related to the hedging relationship.

(l) Commitments and Contingencies

The Company accrues for contingent liabilities when such contingencies are probable and reasonably estimable. The Company generally records losses related to these types of contingencies as direct operating expenses or general and administrative expenses in the consolidated statements of operations and comprehensive loss.

(m) Fair Value Measurement

Fair value represents the price that would be received to sell the asset or paid to transfer the liability in an orderly transaction between market participants at the reporting date. The Company’s assets and liabilities that are measured at fair value at each reporting date are classified according to a hierarchy that prioritizes inputs and assumptions underlying the valuation techniques. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels:

•

Level 1 Inputs: Quoted prices (unadjusted) in an active market for identical assets or liabilities.

•

Level 2 Inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.

•

Level 3 Inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date.

Assets and liabilities are classified in their entirety based on the lowest priority level of input that is significant to the fair value measurement. The assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the placement of assets and liabilities within the levels of the fair value hierarchy. Reclassifications of fair value between level 1, level 2, and level 3 of the fair value hierarchy, if applicable, are made at the end of each quarter.

(n) Unit-Based Compensation

The Company sponsors a unit-based management compensation program called the Keane Group Holdings, LLC and Subsidiaries Class C Management Incentive Plan (the “Plan”). The Company accounts for the units under the Plan as compensation cost measured at the fair value of the award on the date of grant using the Monte

F-43

KEANE GROUP HOLDINGS, LLC AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

Years ended December 31, 2015 and 2014

Carlo option pricing model. The Company recognizes compensation expense on a straight-line basis over the service period of the entire award for the time based component and ratably over the vesting period for the performance based component.

(o) Taxes

For U.S. federal tax purposes, the Company is treated as a partnership. As such, any liability for federal income taxes is the responsibility of the members. No provision for U.S. federal taxes has been provided in the consolidated financial statements of the Company.

The Company has a Canadian subsidiary, which is treated as a corporation for Canadian federal and provincial tax purposes. For Canadian tax purposes, the Company is subject to foreign income tax.

The Company is responsible for certain state income and franchise taxes, which include Pennsylvania, Texas and New York. These amounts are reflected as selling, general and administrative expense in the financial statements of the Company.

Deferred income taxes are computed using the liability method and are provided on all temporary differences between the financial reporting basis and the tax basis of the Company assets and liabilities.

(p) Shipping and Handling

Shipping and handling costs related to customer contracts are charged to cost of services. To the extent such costs are billable to the customer, the amounts are recorded as revenue.

(3) Intangible Assets

The intangible asset balance in the Company’s consolidated balance sheets represents the fair value, net of amortization, as applicable, related to the following:


	Thousands of Dollars
	Customer contracts			Noncompete agreements			Trademark (1), (2)			Software			Total
Balance as of December 31, 2013	$	54,192		$	2,470		$	12,871		$	1,555		$	71,088
Additions		—			—			—			130			130
Amortization		(4,373	)		(937	)		(223	)		(366	)		(5,899	)
Impairment(3)		(10,472	)		(9	)		(617	)					(11,098	)
Foreign currency translation		(47	)		(3	)		—			(3	)		(53	)

Balance as of December 31, 2014		39,300			1,521			12,031			1,316			54,168
Additions		—			—			—			—			—
Amortization		(3,449	)		(837	)		(222	)		(417	)		(4,925	)
Impairment(4)		(2,437	)		—			(1,183	)		(6	)		(3,626	)
Foreign currency translation		—			—			—			(1	)		(1	)

Balance as of December 31, 2015	$	33,414		$	684		$	10,626		$	892		$	45,616

Remaining amortization period		10.3 yrs			10.3 yrs			1.9 yrs			2.2 yrs

(1)

Keane Trademark intangibles valued at $10.2 million have been assigned an indefinite useful life

F-44

KEANE GROUP HOLDINGS, LLC AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

Years ended December 31, 2015 and 2014

(2)

Trade name purchased in Ultra Tech acquisition has been assigned a 4 year useful life

(3)

Impairment at December 31, 2014 is comprised of $10.0 million and $0.5 million associated with customer contracts related to the Other Services and Completion Services segments, respectively, and $0.6 million associated with the Company’s trade name under the Other Services segment. As part of the Company’s annual asset impairment analysis, it was determined there were not any future net cash flows associated with the customer for which the intangible asset was related, and the carrying amounts of the respective assets were not recoverable.

(4)

Impairment at October 31, 2015 is comprised of $2.4 million associated with customer relationships related to the Completion Services segment and $1.2 million associated with the Company’s trade name under the Other Services segment. As part of the Company’s annual asset impairment analysis, it was determined there were not any future net cash flows associated with the UTFS’ customers for which the intangible asset was related, and the carrying amount was not recoverable. It was also determined the fair value of the trade name based on the net present value of future cash flows was less than the net book value as of the period then ended.

Accumulated amortization as of December 31, 2015 and 2014 was $20.3 million and $15.4 million, respectively.

Amortization for these intangible assets over the next five years is as follows:


	Thousands of Dollars
2016	$	3,960
2017		3,942
2018		3,395
2019		3,327
2020		3,327

(4) Goodwill

The changes in the carrying amount of goodwill for the years ended December 31, 2015 and 2014 are as follows:


	Thousands of Dollars
Goodwill as of December 31, 2013	$	49,363
Foreign currency translation in 2014		(350	)

Goodwill as of December 31, 2014		49,013
Foreign currency translation in 2015		(131	)

Goodwill as of December 31, 2015	$	48,882

(5) Significant Risks and Uncertainties Including Business and Credit Concentrations

The Company operates in two reportable segments: Completion Services and Other Services, with significant concentrations in the Completion Services segment. In 2015, revenues and gross profit from sales to completion services customers represented 99% and 96% of the Company’s consolidated revenue and gross profit, respectively. In 2014, revenues and gross profit from sales to Completion Services customers represented 97% and 95% of the Company’s consolidated revenue and gross profit, respectively.

F-45

KEANE GROUP HOLDINGS, LLC AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

Years ended December 31, 2015 and 2014

The Company depends on its customers’ willingness to make operating and capital expenditures to explore for, develop and produce oil and natural gas in North America, which in turn is affected by current and expected levels of oil and natural gas prices. As a result of depressed oil prices, the energy services industry is currently in a downturn characterized by excess equipment capacity across the U.S. Completion Services and Other Services markets. This downturn has impacted the demand for the Company’s services and ability to negotiate pricing that will generate desirable margins. Through its impairment analyses, the Company determined the carrying values of its goodwill and the majority of its long-lived and indefinite-lived assets were recoverable based on the Company’s forecast model. If industry conditions continue to deteriorate beyond the assumptions in the Company’s forecast, it is reasonably possible that this determination could change.

For the year ended December 31, 2015, revenue from two customers individually represented 38% and 21% of the Company’s consolidated revenue. For the year ended December 31, 2014, revenue from two customers individually represented 30% and 23% of the Company’s consolidated revenue. Revenue is earned from each of these customers within the Company’s Completion Services segment.

For the years ended December 31, 2015 and 2014, revenue from the Company’s Canadian operations was $6.9 million and $18.6 million, respectively. The Company began to wind-down its Canadian operations in 2015. See Note 18 ( Wind-down of a Foreign Subsidiary ).

(6) Inventories

Inventories consisted of the following at December 31, 2015 and 2014:


	Thousands of Dollars
	2015		2014
Sand, including freight	$	2,048	$	12,038
Chemicals		345		1,348
Materials and supplies		2,275		3,178

	$	4,668	$	16,564

See Note 16 ( Commitments and Contingencies ) for information on the Company’s inventory-related purchase obligations.

(7) Property and Equipment

Property and equipment at December 31, 2015 and 2014 were as follows:


	Thousands of Dollars
	2015			2014
Land	$	1,316		$	1,316
Building and leasehold improvements		12,374			12,258
Office furniture, fixtures and equipment		2,269			2,018
Machinery and equipment		300,986			266,309

		316,945			281,901
Less accumulated depreciation		(167,980	)		(106,305	)
Assets not placed into service		4,660			14,304

Total	$	153,625		$	189,900

F-46

KEANE GROUP HOLDINGS, LLC AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

Years ended December 31, 2015 and 2014

The machinery and equipment balance as of December 31, 2015 and 2014 includes $10.1 million of hydraulic fracturing equipment under capital lease. Accumulated depreciation for the hydraulic fracturing equipment under capital leases was $3.0 million and $0.3 million for the years ended December 31, 2015 and 2014, respectively. See Note 8 ( Capital Leases ). In 2015, the Company recorded a $0.3 million impairment on its drilling rig fleet, as the continued fall in commodity prices resulted in a decline in the anticipated utilization rates for the drilling rig fleet, indicating these long-lived assets may not be recoverable.

(8) Long-Term Debt

Long-term debt at December 31, 2015 and 2014 consisted of the following:


	Thousands of Dollars
	2015			2014
Notes due 2019	$	193,750		$	198,750
Capital lease		8,037			9,673
Other capital leases		70			94
Related Party Loan		22,174			20,000
Less: Unamortized debt discount and debt issuance costs		(8,857	)		(10,062	)

Total debt		215,174			218,455
Less: current portion		(4,660	)		(4,797	)

Long-term debt, including capital leases	$	210,514		$	213,658

Senior Secured Notes and Revolver

On August 8, 2014, KGH Intermediate Holdco II, LLC (“Holdco II”) entered into a notes purchase agreement (“NPA”) in connection with the issuance of a $150.0 million of notes (the “Notes”), of which approximately $122.9 million of the proceeds were used to retire the existing debt. On September 24, 2014, Holdco II issued $50.0 million of delayed draw of Notes, bringing the total outstanding Notes under the NPA to $200.0 million. The Notes, which is payable to US Bank, bears interest at 7.5% plus London Interbank Offered rate (“LIBOR”), subject to 1% floor, and matures on August 8, 2019. Principal payments of $1.3 million plus interest are due quarterly. The Notes are secured by property and equipment and other assets. The Notes are guaranteed by KGH Intermediate Holdco I, LLC (“Holdco I”).

In 2014, the Company recorded a total loss of $2.3 million for debt extinguishment.

In addition to the NPA, on August 8, 2014, Holdco II executed a revolving credit agreement (the “Revolver”) with PNC Bank that permitted advances of up to $30.0 million, subject to certain criteria under a revolving credit agreement. On April 7, 2015, the Revolver was amended to permit advances of up to $50.0 million. The Revolver bears interest at 2.25% plus LIBOR and expires on January 8, 2019. Other than a $2.0 million letter of credit issued to CIT Finance LLC (“CIT”) relating to a capital lease (see Capital Leases), there were no other amounts outstanding under the Revolver as of December 31, 2015 and 2014. The available balance under the Revolver was $32.6 million and $27.5 million as of December 31, 2015 and 2014, respectively. Holdco II is required to pay a quarterly commitment fee of ¹ / ₂ of 1% on the unused portion of the Revolver. Holdco II is subject to certain customary affirmative and negative covenants related to its borrowings, including maintaining a fixed charge coverage ratio of not less than 1.0 to 1.0, which is only tested when the undrawn availability on the Revolver is less than or equal to 25% of the aggregate commitment amounts, or $12.5 million.

F-47

KEANE GROUP HOLDINGS, LLC AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

Years ended December 31, 2015 and 2014

Maturities of the Notes debt are as follows:


Year-end December 31,	Thousands of Dollars
2016	$	3,750
2017		5,000
2018		6,250
2019		178,750

Capital Leases

On November 14, 2014, Keane Frac, L.P. (“Lessee”) obtained funding through a capital lease with CIT. In consideration of the payment by Lessor, the Company assigned and transferred an interest in new hydraulic fracturing equipment. Under the capital lease agreement, Lessor paid $10.0 million to Lessee and entered into an agreement to lease the equipment back to the Company under a five-year term at an interest rate of 4.73% per annum. Monthly lease payments to Lessor are $0.2 million. Total interest paid on this lease in 2015 was $0.4 million and remaining principal balance outstanding as of December 31, 2015 was $8.0 million. Total interest paid on this lease in 2014 was $0.04 million and remaining principal balance outstanding as of December 31, 2014 was $9.7 million.

The Company leases certain machinery and equipment under a capital lease that expires in 2018. Total remaining principal balance outstanding on this lease as of December 31, 2015 and 2014 was $0.07 million and $0.09 million, respectively.

Amortization on assets held under capital leases is included with depreciation expense.

Future annual lease commitments, including the interest component, for the next five years are listed below:


Year-end December 31,	Thousands of Dollars
2016	$	2,089
2017		2,089
2018		2,077
2019		2,714
2020		—

Related Party Loan

For additional information on the related party indebtedness, see Note 18 ( Related Parties ).

Deferred Financing Costs

Costs incurred to obtain financing are capitalized and amortized using the effective interest method and netted against the carrying amount of the related borrowing. The amortization is classified within interest expense on the consolidated statements of operations and comprehensive loss and was $2.1 million and $0.6 million for the years ended December 31, 2015 and 2014, respectively. In 2015, Holdco II capitalized $0.3 million of deferred financing costs in connection with an anticipated modification of the NPA in 2016. Holdco II capitalized $10.6 million of deferred financing costs in connection with the aforementioned $200.0 million of Notes and $10.0 million capital lease executed in 2014.

F-48

KEANE GROUP HOLDINGS, LLC AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

Years ended December 31, 2015 and 2014

Furthermore, in connection with retrospective adoption of ASU 2015-03 the Company reclassified short-term deferred financings costs of $2.1 million and $1.9 million and long-term deferred financing costs of $6.8 million and $8.2 million from other current assets and other non-current assets, respectively to current maturities of long-term debt and to long-term debt, less current maturities, respectively, as of December 31, 2015 and December 31, 2014.

(9) Derivatives

Holdco II uses interest-rate-related derivative instruments to manage its variability of cash flows associated with changes in interest rates on its variable-rate debt. Holdco II does not enter into derivative instruments for any purpose other than cash flow hedging. Holdco II does not speculate using derivative instruments.

Holdco II uses variable-rate LIBOR debt, subject to a 1% floor, to finance its capital growth initiatives. The debt obligations expose Holdco II to variability in interest payments due to changes in interest rates. Management believes it is prudent to limit the variability of a portion of its interest payments. To meet this objective, in 2014, management entered into a LIBOR based interest rate swap agreement to manage fluctuations in cash flows resulting from changes in the benchmark interest rate of LIBOR. Under the terms of the interest rate swaps, Holdco II receives LIBOR based variable interest rate payments, subject to a 1% floor, and makes fixed interest rate payments, thereby creating the equivalent of fixed-rate debt for the notional amount of its debt hedged. The derivative instrument terminates in 2019. As of December 31, 2015 and 2014, the total notional amount of Holdco II’s outstanding interest-rate swap agreement that was entered into to hedge its outstanding debt obligations was $144.4 million and $148.1 million, respectively.

The fair values of the derivative instrument and the line items where it appears on the consolidated balance sheets were as follows:


	Thousands of Dollars
	2015		2014
Assets:
Other long-term assets	$	—	$	687
Liabilities:
Other current liabilities		1,100		1,541
Other long-term liabilities		941		—

F-49

KEANE GROUP HOLDINGS, LLC AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

Years ended December 31, 2015 and 2014

The effect of the derivative instrument on the consolidated statements of operations and comprehensive loss for the years ended December 31, 2015 and 2014 was as follows:


	Thousands of Dollars
Derivatives in cash flow hedging relationships	Amount of gain (loss) recognized in OCI on derivative (effective portion)			Location of gain (loss) reclassified from AOCI into income (effective portion)		Amount of gain (loss) reclassified from AOCI into income (effective portion)			Location of gain (loss) recognized in income on derivative (ineffective portion)		Amount of gain (loss) recognized in income on derivative (ineffective portion)
2015:
Interest rate contracts	$	(2,765	)		Interest expense	$	(1,578	)		Other income/ (expense)	$	—
2014:
Interest rate contracts	$	(1,262	)		Interest expense	$	(408	)		Other income/ (expense)	$	—

The gain (loss) recognized in other comprehensive income for the derivative instrument appears under the line item “Hedging activities”, in the consolidated statements of operations and comprehensive loss.

There were no gains or losses recognized in income as a result of excluding amounts from the assessment of hedge effectiveness. There were no amounts reclassified into earnings as a result of discontinuing cash flow hedge accounting, as it is probable that the originally forecasted transaction will occur. Based on recorded values at December 31, 2015, $1.4 million of net losses will be reclassified from accumulated other comprehensive income into earnings within the next 12 months.

See Note 10 ( Fair Value Measurements and Financial Instruments ) for further information related to the Company’s derivative instruments.

(10) Fair Value Measurements and Financial Instruments

The fair values of the Company’s assets and liabilities represent the amounts that would be received to sell those assets or that would be paid to transfer those liabilities in an orderly transaction at the reporting date. These fair value measurements maximize the use of observable inputs. However, in situations where there is little, if any, market activity for the asset or liability at the measurement date, the fair value measurement reflects the Company’s own judgments about the assumptions that market participants would use in pricing the asset or liability. The Company discloses the fair values of its assets and liabilities according to the quality of valuation inputs under the following hierarchy:

•

Level 1 Inputs: Quoted prices (unadjusted) in an active market for identical assets or liabilities.

•

Level 2 Inputs: Inputs other than quoted prices that are directly or indirectly observable.

•

Level 3 Inputs: Unobservable inputs that are significant to the fair value of assets or liabilities.

F-50

KEANE GROUP HOLDINGS, LLC AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

Years ended December 31, 2015 and 2014

from unobservable inputs is inconsequential to the overall fair value, or if corroborated market data becomes available. Assets and liabilities that are initially reported as Level 2 are subsequently reported as Level 3 if corroborated market data is no longer available. Transfers occur at the end of the reporting period. There were no transfers into or out of Levels 1, 2 and 3 during 2015 and 2014.

The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, derivative, long-term debt, capital lease obligations and contingent liability. The carrying values of all the Company’s financial instruments included in the accompanying balance sheets approximated or equaled their fair values at December 31, 2015 and December 31, 2014.

•

The carrying values of cash and cash equivalents, accounts receivable and accounts payable (including accrued liabilities) approximated fair value at December 31, 2015 and December 31, 2014, due to their short-term nature.

•

The carrying value of amounts outstanding under long-term debt agreements with variable rates approximated fair value at December 31, 2015 and December 31, 2014, as the variable interest rates approximated market rates.

•

The fair market value of the derivative financial instrument reflected on the balance sheet as of December 31, 2015 and December 31, 2014 was determined using industry-standard models that consider various assumptions including current market and contractual rates for the underlying instruments, time value, implied volatilities, nonperformance risk, as well as other relevant economic measures. Substantially all of these inputs are observable in the marketplace through the full term of the instrument and can be supported by observable data.

Recurring Fair Value Measurement

The following table presents the placement in the fair value hierarchy of assets and liabilities that were measured at fair value on a recurring basis at December 31, 2015 and 2014:


	Thousands of Dollars
			Fair value measurements at reporting date using
	December 31, 2015		Level 1		Level 2		Level 3
Assets:
Interest rate derivative	$	—	$	—	$	—	$	—
Liabilities:
Interest rate derivative		2,041		—		2,041		—

	December 31, 2014		Level 1		Level 2		Level 3
Assets:
Interest rate derivative	$	687	$	—	$	687	$	—
Liabilities:
Interest rate derivative		1,541		—		1,541		—

Non-Recurring Fair Value Measurement

F-51

KEANE GROUP HOLDINGS, LLC AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

Years ended December 31, 2015 and 2014

equipment using the discounted cash flow method, the fair value of its customer contracts using the multi-period excess earning method and the fair value of its trademarks using the relief from royalty method. Given the unobservable nature of the inputs used in the Company’s internal cash flow models, the cash flows models are deemed to use Level 3 inputs.

During 2015, the Company recorded an impairment on its trade name and drilling rig fleet under the Other Services segment and on its customer contracts in its Completion Services segment. The Company wrote these assets down from a net carrying value of $10.0 million to $6.1 million and recognized an impairment loss of $3.9 million. During 2014, the Company recorded impairments on its trade name under the Other Services segment and on two customer contracts in its Completion Services and Other Services segments. The Company wrote these assets down from their net carrying value of $12.3 million to their estimated fair value of $1.2 million and recognized an impairment loss of $11.1 million.

Credit Risk

The Company’s financial instruments exposed to concentrations of credit risk consist primarily of cash and cash equivalents, derivative contract and trade receivables.

The Company’s cash balances on deposits with financial institutions total $53.4 million and $52.2 million as of December 31, 2015 and 2014, respectively, which exceed FDIC insured limits. The Company regularly monitors these institutions’ financial condition.

The credit risk from the derivative contract derives from the potential failure of the counterparty to perform under the terms of the derivative contract. The Company minimizes counterparty credit risk in derivative instruments by entering into transactions with high-quality counterparties whose credit rating is higher than BBB. The derivative instrument entered into by the Company does not contain credit-risk-related contingent features.

The majority of the Company’s trade receivables have payment terms of 30 days or less. For the year ended December 31, 2015, trade receivables from three customers individually represented 54%, 26% and 17%, respectively. For the year ended December 31, 2014, trade receivables from four customers individually represented 22%, 20%, 16% and 10%, respectively. The Company mitigates the associated credit risk by performing credit evaluations and monitoring the payment patterns of its customers.

(11) Defined Contribution Plan

The Company sponsors a 401(k) defined contribution retirement plan covering eligible employees. The Company makes matching contribution of up to 3.5% of compensation. Contributions made by the Company were $0.9 million and $0.8 million for the years ended December 31, 2015 and 2014, respectively.

(12) Unit-Based Compensation

The Company has a unit-based management incentive plan (the “Plan”) to grant Class C units to management. Under the Plan, a maximum of 149,425 Class C units have been authorized, of which 113,283 have been granted as of December 31, 2015. Authorization of additional units requires approval of the board of directors.

The Class C units granted under the Plan vest based on the participants continued employment with the Company (“Time-Based Units”) and based on the achievement of performance objectives as determined by the Compensation Committee (“Performance-Based Units”). The Time-Based Units vest with respect to one-third on

F-52

KEANE GROUP HOLDINGS, LLC AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

Years ended December 31, 2015 and 2014

the first anniversary of the grant date and with respect to an additional one-third on each of the next two anniversaries of such date subject to the participants continued employment. The Performance-Based Units vest over the same periods, subject to the attainment of certain performance objectives.

The Company determined the fair value of the unit awards with the assistance from a third-party valuation expert. The fair value of each unit award is estimated on the date of grant using a Monte Carlo option pricing model. A significant input of the option pricing method was the enterprise value of Keane Group Holding, LLC. The Company estimated the enterprise value utilizing a combination of the income and market approaches. Additional significant inputs used in the option pricing method included the length of holding period, discount for lack of marketability and volatility.

The Company granted 8,815 and 5,510 units in 2015 and 2014, respectively. During 2015 and 2014, 28,650 and 6,061 units were bought back, respectively. The total amount paid during the years ended December 31, 2015 and 2014 for profit interest unit buy backs was $0.2 million and $0.2 million, respectively.

Non-cash compensation cost related to Time-Based Units recognized in operating results during the years ended December 31, 2015 and 2014 was $0.2 million and $1.3 million, respectively. At December 31, 2015 and 2014, there was $0.2 million and $0.2 million, respectively, of total unrecognized compensation cost related to unvested Time-Based Units under the Plan.

Non-cash compensation cost with respect to the vested portion of the Performance-Based Units recognized in operating results during the years ended December 31, 2015 and 2014 was $0.2 million and $1.1 million, respectively. The awards for Performance-Based Units were accounted for at fair value. With respect to the remaining unvested portion of the Performance-Based Units, no compensation cost has been recognized as of December 31, 2015, because the performance criteria has not been defined. Once the performance criteria has been defined, which is done annually, the Company will account for the remaining awards at fair value.

The inputs used to calculate the fair value determination of the 2015 performance-based awards are provided in the following table. Because the Company’s shares are not publicly traded and its shares are not traded privately, expected volatility is estimated based on the average historical volatility of similar entities with publicly traded shares. The risk-free rate for the expected term of the unit is based on the U.S. Treasury yield curve at the date of grant.


	Thousands of Dollars
	2015			2014
Valuation assumptions:
Expected dividend yield		0	%		0	%
Expected volatility		60% - 70	%		47.5	%
Expected term (years)		2 - 3			2 - 5
Risk-free interest rate		0.80% - 1.10	%		1.49	%

F-53

KEANE GROUP HOLDINGS, LLC AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

Years ended December 31, 2015 and 2014

(13) Accumulated Other Comprehensive Income

Accumulated other comprehensive income (loss) (“AOCI”) in the equity section of the balance sheets included


	Thousands of Dollars
	Foreign currency items			Interest rate contract			AOCI
December 31, 2013	$	(736	)		—		$	(736	)
Other comprehensive income (loss)		(1,148	)		(854	)		(2,002	)

December 31, 2014		(1,884	)		(854	)		(2,738	)
Other comprehensive income (loss)		(741	)		(1,187	)		(1,928	)

December 31, 2015	$	(2,625	)	$	(2,041	)	$	(4,666	)

The following table summarizes reclassifications out of accumulated other comprehensive income during the years ended December 31:


	Thousands of Dollars						Affected line item in the consolidated statement of operations
Details about AOCI components	2015			2014
Interest rate derivative	$	(1,578	)		(408	)		Interest expense
Foreign currency items		—			—			Other income

Total reclassifications	$	(1,578	)		(408	)

(14) Operating Leases

The Company has certain non-cancelable operating leases for various equipment and office facilities. Certain leases include escalation clauses for adjusting rental payments to reflect changes in price indices. There are no significant restrictions imposed on the Company by the leasing agreements with regard to asset dispositions or borrowing ability.

Rental expense for operations excluding daily rentals and reimbursable rentals was $6.3 million and $7.2 million for the years ended December 31, 2015 and 2014, respectively.

Minimum lease commitments under operating leases for the next five years are $11.3 million, as listed below:


Year-end December 31,	Thousands of Dollars
2016	$	6,712
2017		2,285
2018		873
2019		807
2020		630

The Company has three long-term operating leases in Canada. The Company contracted sub-tenants for two of the leased properties during the fourth quarter of 2015 and is actively seeking a sub-tenant for the third leased property. As of December 31, 2015, the total minimum rentals to be received in the future under the two active subleases are $0.3 million. See Note 18 ( Wind-down of a Foreign Subsidiary ).

F-54

KEANE GROUP HOLDINGS, LLC AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

Years ended December 31, 2015 and 2014

(15) Income Taxes

For the years ended December 31, 2015 and 2014, income (loss) from continuing operations before taxes that is directly subject to income taxes consist of the following:


	Thousands of Dollars
	2015			2014
Foreign	$	(172	)	$	1,229

Income taxes charged to income (loss) from continuing operations were as follows:


	Thousands of Dollars
	2015			2014
Current (benefit) provision:
Foreign	$	(197	)	$	265

Total current provision		(197	)		265
Deferred provision:
Foreign		990			101

Total deferred provision		990			101

Provision for income taxes	$	793		$	366

Deferred income taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for tax purposes. Major components of deferred tax liabilities and assets at December 31 were:


	Thousands of Dollars
	2015			2014
Deferred tax liabilities
PP&E and intangibles	$	—		$	(36	)

Total deferred tax liabilities		—			(36	)
Deferred tax assets
Intangibles		139			—
Valuation allowance		(139	)		—

Total deferred tax assets		—			—

Net deferred tax liabilities	$	—		$	(36	)

Noncurrent liabilities included deferred taxes of nil and $0.04 million at December 31, 2015 and December 31, 2014, respectively.

The Company had no provisions for uncertain tax positions as of December 31, 2015 and December 31, 2014.

F-55

KEANE GROUP HOLDINGS, LLC AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

Years ended December 31, 2015 and 2014

(16) Commitments and Contingencies

The Company entered into purchase agreements for certain hydraulic fracturing and wireline equipment in 2015 and 2014. As of December 31, 2015 and 2014, the Company had $1.1 million and $10.9 million of deposits on equipment, respectively. The remaining purchase commitment is estimated at $1.7 million at December 31, 2015.

In connection with the Company’s acquisition of UTFS in 2013, the Company made the final contingent consideration payment of $2.5 million in February 2015.

On March 26, 2012, the Company entered into a railcar and transload agreement with B&H Rail Corporation (“B&H”). The agreement had an effective date of March 1, 2012 and a term of five years with a renewal option of three additional five year terms. B&H owns a rail spur and transloading facility located in Coopers, New York. This agreement required B&H to make certain property improvements and allowed the Company almost exclusive use of this terminal. As part of the agreement, the Company was required to transload a minimum number of tons and process a minimum number of railcars through the facility during the twelve-month period ended February 28, 2016. In the event of any annual shortfall, the Company is subject to a penalty fee for every ton or railcar short of the requirement. For the twelve-month period ended February 29, 2016 and February 28, 2015, the Company recorded a total charge of $0.2 million and $0.5 million, respectively, associated with the committed shortfall. The Company’s total minimum commitment through the remainder of the contract is $0.3 million.

During 2011 through 2015, the Company entered into certain long-term raw material supply agreements for the supply of proppant to be used in hydraulic fracturing. As part of these agreements, the Company is subject to minimum tonnage purchase requirements and must pay penalties in the event of any shortfalls. In 2015, the Company did not recognize any shortfalls under these contracts. The Company’s total aggregate minimum commitment through the remainder of these contracts is $61.8 million.

Aggregate minimum commitments under these contracts for the next five years are listed below.


Year-end December 31,	Thousands of Dollars
2016	$	16,276
2017		19,191
2018		8,264
2019		7,000
2020		7,000

At December 31, 2015 and 2014, the Company had issued letters of credit under the Revolver of $2.0 million, which secured performance obligations related to the CIT capital lease.

Litigations

F-56

KEANE GROUP HOLDINGS, LLC AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

Years ended December 31, 2015 and 2014

(17) Related Party Transactions

Cerberus Operations and Advisory Company, an affiliate, provides certain consulting services to the Company. The Company paid $0.7 million and $0.3 million for these services during the years ended December 31, 2015 and 2014, respectively.

On December 23, 2014, the Company entered into a $20.0 million payment in kind loan with KG Fracing Acquisition Corp. and S&K Management Services, LLC, shareholders of the Company (the “Related Party Loan”). The loan matures on November 8, 2019 and bears interest at 10.0% per annum. The proceeds from this loan may be used to fund any capital needs of the Company’s subsidiaries or any other lawful purpose. Total interest accrued on this loan as of December 31, 2015 was $2.2 million.

The Company leases a residential house from a current employee. The Company paid $0.04 million and $0.09 million in rents during the years ended December 31, 2015 and 2014, respectively.

(18) Wind-down of a Foreign Subsidiary

During the first quarter of 2015, the Company’s Canadian operations lost an open bid for the renewal of a customer contract that had been material to the foreign operations in prior years. Due to the loss of this contract, coupled with the unfavorable market conditions driven by low oil prices, management decided to exit wireline operations in Canada and implemented an exit strategy to dispose of the assets of the Canadian operations in multiple phases.

The phases were as follows:

•

Phase 1 included completing the remainder of the customer contract during the first quarter of 2015.

•

Phase 2 included disposing of the physical assets of the Canadian operations by selling them to third parties or transferring them to Keane Frac LP during the second quarter of 2015.

•

Phase 3 included repatriating $8.0 million CAD ($6.7 million USD) of cash from Keane Completions CN Corp.

•

Phase 4 included settlement of the outstanding obligations of the Canadian operations. The Company has three long-term operating leases still in effect. These leases and any trailing costs are settled on an ad hoc basis. The Company contracted sub-tenants for two of the leased properties during the fourth quarter of 2015 and is actively seeking a sub-tenant for the third leased property.

•

Phase 5 included transitioning the $4.7 million CAD of goodwill related to the Completion Services segment from Keane Completions CN Corp. to Holdco II as of December 31, 2015.

F-57

KEANE GROUP HOLDINGS, LLC AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

Years ended December 31, 2015 and 2014

The Company expects to incur approximately $2.7 million in costs associated with the wind-down of the Canadian operations. Exit costs incurred as of December 31, 2015 and the line items where they appear on the consolidated statements of operations and comprehensive loss were as follows:


		Thousands of Dollars
Location in consolidated statements of operations and comprehensive loss	Description	2015
Cost of services
	Severance pay	$	208

Selling, general and administrative expenses
	Severance pay	$	267
	Consulting and legal fees		39
	Retention pay		187
	Asset sales and disposals costs		525
	Lease exit costs		1,375
	Other costs		121

		$	2,514

The activity in the exit liabilities recognized in connection with the wind-down of the Canadian operations, which are presented as accrued liabilities on the consolidated balance sheets, were as follows:


	Thousands of Dollars
	Beginning balance		Charges incurred		Cash payments			Currency, lease accretion and other adjustments			Ending balance
2015:
Termination benefits	$	—	$	64	$	(64	)	$	—		$	—
Lease and contract obligations		—		1,643		(427	)		(457	)		759

Total exit liabilities	$	—	$	1,707	$	(491	)	$	(457	)	$	759

(19) Limited Liability Company

As a limited liability company, the members are not liable for any debt, obligation or other liability of the Company. As noted in Note 1(b), the Company restructured its legal entities on March 2, 2011. The Company shall continue in perpetuity until terminated.

(20) Business Segments

Management operates the Company in two reportable segments: Completion Services and Other Services. Each reportable segment represents a business with 1) discrete revenue-generating and expense-incurring activities and 2) a unique customer base.

Completion Services.

The Company’s Completion Services segment includes its hydraulic fracturing and wireline businesses. The Company’s customers use its hydraulic fracturing services to enhance the production of oil and natural gas from

F-58

KEANE GROUP HOLDINGS, LLC AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

Years ended December 31, 2015 and 2014

formations with low permeability and restricted flow of hydrocarbons. The process of hydraulic fracturing involves pumping a highly viscous, pressurized fracturing fluid—typically a mixture of water, chemicals and guar—into a well casing or tubing in order to fracture underground mineral formations. These fractures release trapped hydrocarbon particles and free a channel for the oil or natural gas to flow freely to the wellbore for collection. Fracturing fluid mixtures include proppant which become lodged in the cracks created by the hydraulic fracturing process, “propping” them open to facilitate the flow of hydrocarbons upward through the well. Proppant generally consists of raw sand, resin-coated sand or ceramic particles. The fracturing fluid is engineered to lose viscosity, or “break,” and is subsequently removed from the formation, leaving the proppant suspended in the mineral fractures.

In addition, the Company also provides wireline services. Wireline services involve the use of a single truck equipped with a spool of wireline that is unwound and lowered into oil and natural gas wells to convey specialized tools or equipment for well completion, well intervention, pipe recovery and reservoir evaluation purposes. The Company typically provides its wireline services in conjunction with its hydraulic fracturing services in “plug-and-perf” well completions to maximize efficiency for the Company’s customers. “Plug-and-perf” is a multi-stage well completion technique for cased-hole wells that consists of pumping a plug and perforating guns to a specified depth. Once the plug is set, the zone is perforated and the tools are removed from the well, a ball is pumped down to isolate the zones below the plug and the hydraulic fracturing treatment is applied. The ball-activated plug diverts fracturing fluids through the perforations into the formation. The ability to provide both the wireline and hydraulic fracturing services required for a “plug-and-perf” completion increases efficiencies for customers by reducing downtime between each process, which in turn allows the Company to complete more stages in a day and ultimately reduces the number of days it takes a customer to complete a well.

The Company provides its Completion Services in several of the most active basins in the U.S., including the Permian Basin, the Marcellus Shale/Utica Shale and the Bakken Formation.

Other Services:

The Company’s Other Services segment includes drilling services and provides top-hole air drilling services, using fit-for-purpose top-hole air drilling rigs that contain an automated pipe handling system and can drill to depths up to ten thousand feet. The Company provides drilling services in the Marcellus and Utica Shales.

During 2016, in connection with the acquisition of Trican, the Company reassessed the composition of its reportable segments effective June 30, 2016. The change in the reportable segments resulted from changes in the organization and reporting, and was reflected through retroactive revision of segment information for the years ended December 31, 2015 and 2014. As such, the corresponding information for 2015 and 2014 has been adjusted to present segment information on a comparable basis consistent with the reportable segments presentation effective June 30, 2016.

The accounting policies of the segments are the same as those described in Note 2 ( Summary of Significant Accounting Policies ).

F-59

KEANE GROUP HOLDINGS, LLC AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

Years ended December 31, 2015 and 2014

Management evaluates the performance of each segment based on gross profit and operating (loss) income. The following tables present selected financial information with respect to the Company’s reportable segments. Corporate and other represents costs not directly associated with an operating segment, such as interest expense and corporate overhead. Corporate assets include cash, deferred financing costs, derivative and entity-level plant, property and equipment.


	Thousands of Dollars
	2015			2014
Operations by business segment
Revenue:
Completion Services	$	363,008		$	383,173
Other Services		3,149			12,661

Total revenue	$	366,157		$	395,834

Gross profit by business segment
Completion Services	$	57,080		$	68,390
Other Services		2,481			3,726

Total gross profit	$	59,561		$	72,116

Operating (loss) income:
Completion Services	$	(12,965	)	$	5,496
Other Services		(2,159	)		(12,022	)
Corporate and Other		(24,587	)		(26,169	)

Total operating (loss)	$	(39,711	)	$	(32,695	)

Capital expenditures:
Completion Services	$	27,228		$	140,927
Other Services		8			407
Corporate and Other		10			59

Total capital expenditures	$	27,246		$	141,393

Depreciation and amortization:
Completion Services	$	65,114		$	62,579
Other Services		3,169			5,156
Corporate and Other		1,264			519

Total depreciation and amortization	$	69,547		$	68,254

Impairment:
Completion Services	$	2,443		$	506
Other Services		1,471			10,592
Corporate and Other		—			—

Total impairment	$	3,914		$	11,098

Exit Costs:
Completion Services	$	2,722
Other Services
Corporate and Other		—			—

Total exit costs	$	2,722			—

Income tax provision:
Completion Services	$	—		$	—
Other Services		—			—
Corporate and Other		793			366

Total income tax:	$	793		$	366

Revenue by geography:
United States	$	359,289		$	377,230
Canada		6,868			18,604

Total revenue	$	366,157		$	395,834

F-60

KEANE GROUP HOLDINGS, LLC AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

Years ended December 31, 2015 and 2014


	Thousands of Dollars
	December 31, 2015		December 31, 2014
Total assets by segment:
Completion Services	$	267,250	$	339,639
Other Services		7,064		12,960
Corporate and Other		50,481		66,256

Total assets	$	324,795	$	418,855

Total assets by geography:
United States	$	322,193	$	401,267
Canada		2,602		17,588

Total assets	$	324,795	$	418,855

Goodwill by segment:
Completion Services	$	48,882	$	49,013
Other Services		—		—
Corporate and Other		—		—

Total goodwill	$	48,882	$	49,013

(21) Recently Adopted Accounting Standards

In April 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2014-08, “Presentation of Financial Statements and Property, Plant and Equipment,” which amends existing requirements for reporting discontinued operations. This ASU limits discontinued operations reporting to disposals of components of an entity that represent strategic shifts that have a major effect on the entity’s operations and financial results. Additional disclosures will be required to describe the impact of the discontinued operation on the major classes of line items on the consolidated financial statements. The ASU became effective for the Company beginning January 1, 2015 and was adopted prospectively. The adoption of this ASU did not have an effect on the Company’s consolidated balance sheets or consolidated statements of operations and comprehensive loss.

In March 2013, the FASB issued ASU No. 2013-05, “Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity.” This ASU clarifies that the CTA should not be released into net income unless a parent sells a part of its investment within a foreign entity which represents the complete or substantially complete liquidation of the reporting parent’s investment in the broader foreign entity. The ASU also requires the release of all the related CTA into net income upon gaining control in a step acquisition of an equity method investment that is considered to be a stand-alone foreign entity, and a pro rata release of the related CTA into net income upon a partial sale of an interest in an equity method investment that is considered to be a stand-alone foreign entity. The ASU became effective for the Company beginning January 1, 2015 and was adopted prospectively. The adoption of this ASU did not have an effect on the Company’s consolidated balance sheets or consolidated statements of operations and comprehensive loss.

F-61

KEANE GROUP HOLDINGS, LLC AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

Years ended December 31, 2015 and 2014

expense. The ASU is effective for annual periods beginning after December 15, 2015. The Company has implemented the provisions of ASU 2015-03, retrospectively. The Company adopted this Standard on January 1, 2016, and applied the provisions of the standard retrospectively to the years ended December 31, 2015 and 2014 and presented all debt issuance costs net within long-term debt.

In August 2015, the FASB issued ASU No. 2015-15, “Interest—Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements,” which allows for debt issuance costs associated with line-of-credit arrangements to be presented as an asset and subsequently amortized ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. The ASU is effective for annual periods beginning after December 15, 2015. The Company implemented the provisions of ASU 2015-15 on January 1, 2016. The Partnership has elected this presentation in its consolidated financial statements and footnote disclosures with respect to its deferred financing costs on the revolving credit facility and continued to present these items within other non-current assets.

(22) Recently Issued Accounting Standards

In August 2014, the FASB issued ASU No 2014-15, “Presentation of Financial Statements – Going Concern,” which requires management to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the date that the financial statements are available to be issued when applicable). ASU 2014-15 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016, with early application permitted.

In January 2015, the FASB issued ASU No. 2015-01, “Income Statement—Extraordinary and Unusual Items: Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items,” which eliminates from U.S. GAAP the concept of extraordinary items. The ASU is effective for annual periods beginning after December 15, 2015. The Company will implement the provisions of ASU 2015-01, prospectively, effective January 1, 2016. The Company does not expect the adoption of ASU 2015-11 to have a material impact on the consolidated financial statements.

In April 2015, the FASB issued ASU No. 2015-05, “Intangibles-Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement,” which

F-62

KEANE GROUP HOLDINGS, LLC AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

Years ended December 31, 2015 and 2014

provides guidance to help entities determine whether a cloud computing arrangement contains a software license that should be accounted for as internal-use software or as a service contract. The ASU is effective for annual periods beginning after December 15, 2015. The Company will implement the provisions of ASU 2015-05, prospectively, effective January 1, 2016. The Company is evaluating the impact of the adoption of this ASU.

In July 2015, the FASB issued ASU No. 2015-11, “Inventory (Topic 330): Simplifying the Measurement of Inventory,” which requires that inventory measured using FIFO or average cost be measured at the lower of cost and net realizable value. The ASU is effective for annual periods beginning after December 15, 2016. The Company will implement the provisions of ASU 2015-11, prospectively, effective January 1, 2017. The Company is evaluating the impact of the adoption of this ASU.

In September 2015, the FASB issued ASU 2015-16, “Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments,” which requires adjustments to provisional amounts in a business combination be recognized in the reporting period in which the adjustment amounts are determined, eliminating the requirement to retrospectively account for those adjustments. The ASU also requires companies to disclose the amounts recorded in current-period earnings that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. The ASU is effective for annual periods beginning after December 15, 2015. The Company will implement the provisions of ASU 2015-16, prospectively, effective January 1, 2016. The Company does not expect the adoption of ASU 2015-16 to have a material impact on the consolidated financial statements.

In November 2015, the FASB issued ASU 2015-17, “Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes,” which requires that all deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The ASU is effective for annual periods beginning after December 15, 2016. The Company will implement the provisions of ASU 2015-17, retrospectively, effective January 1, 2017. The Company does not expect the adoption of ASU 2015-17 to have a material impact on the consolidated balance sheets.

In January 2016, the FASB issued ASU 2016-01, “Financial Instruments—Overall: Recognition and Measurement of Financial Assets and Financial Liabilities,” which requires equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income, requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes, requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset, and eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost. The ASU is effective for annual periods beginning after December 15, 2017. The Company will implement the provisions of ASU 2016-01 effective January 1, 2018. The Company does not expect the adoption of ASU 2016-01 to have a material impact on the consolidated financial statements.

F-63

KEANE GROUP HOLDINGS, LLC AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

Years ended December 31, 2015 and 2014

of 12 months or less may be accounted for similarly to existing guidance for operating leases today. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. The ASU is expected to impact the Company’s consolidated financial statements as the Company has certain operating and real property lease arrangements for which it is the lessee. The standard is effective on January 1, 2019, with early adoption permitted. The Company is currently evaluating the adoption of this standard will have on its condensed consolidated financial statements.

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments-Credit Losses (Topic 326),” which is effective for fiscal years and interim periods within fiscal years beginning after December 15, 2019, with a modified-retrospective approach to be used for implementation. ASU 2016-13 changes the impairment model for most financial assets and certain other instruments. Specifically, this new guidance requires using a forward looking, expected loss model for trade and other receivables, held-to-maturity debt securities, loans and other instruments. This will replace the currently used model and likely result in an earlier recognition of allowance for losses. The Company is currently evaluating the impact the adoption of this standard will have on its condensed consolidated financial statements.

In August 2016, the FASB issued ASC 2016-15, “Classification of Certain Cash Receipts and Cash Payments,” which is effective for fiscal years and interim periods within fiscal years beginning after December 15, 2017, with a full retrospective approach to be used upon implementation and early adoption allowed. ASU 2016-15 provides guidance on eight different issues, intended to reduce diversity in practice on how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The Company is currently evaluating the impact the adoption of this standard will have on its condensed consolidated financial statements.

In October 2016, the FASB issued ASU 2016-06, “Intra-Entity Transfers of Asset Other Than Inventory,” which requires entities to recognize the tax consequences of intercompany asset transfers in the period in which the transfer takes place, with the exception of inventory transfers. The ASU is effective for fiscal years and interim periods within fiscal years beginning after December 15, 2017. Entities must adopt the standard using a modified retrospective approach with a cumulative effect adjustment to retained earnings as of the beginning of the period of adoption. The cumulative effect adjustments will include recognition of the income tax consequences of intra-entity transfers of assets other than inventory that occur before the adoption date. Early adoption is permitted but only at the beginning of an annual period for which no financial statements (interim or annual) have already been issued or made available for issuance. The Company is currently evaluating the impact the adoption of this standard will have on its condensed consolidated financial statements.

(23) Subsequent Events

The Company has evaluated subsequent events from the balance sheet date through November 9, 2016, the date at which the financial statements were available to be issued.

F-64

KEANE GROUP HOLDINGS, LLC AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

Years ended December 31, 2015 and 2014

Acquisition: Trican Well Service Ltd

On March 16, 2016, the Company acquired the majority of the U.S. assets and assumed certain liabilities of Trican Well Service L.P. (the “Trican’s U.S. Operations”), for total consideration of $248.1 million, comprised of $199.4 million in cash, $6 million of adjustments pursuant to terms of the acquisition agreement to Trican Well Service Ltd. (the “Seller”), and $42.7 million in Class A and C Units in Keane (the “Trican Transaction”). Trican’s U.S. Operations provides oilfield services to oil and natural gas exploration and production companies across multiple basins in the United States, including hydraulic fracturing and other services.

As a result of the Trican Transaction, the Company acquired, among other things, approximately 645,000 hydraulic horsepower, 14 cement pumps, seven coiled tubing units, 19 nitrogen units and 14 acidizing units and assumed various customer relationships. In addition, the Company acquired Trican’s U.S. Operations located in strategic oil and gas basins, including the Marcellus Shale/Utica Shale, the Bakken Formation, the Permian Basin, and the Eagle Ford Shale.

In connection with this acquisition, the Company incurred $2.2 million of transaction costs in 2015, which is classified within selling, general and administrative expenses on the consolidated statements of operations and comprehensive loss .

Notes and Derivatives

On March 16, 2016, Holdco II amended its NPA, converting the variable rate of 7.5% plus LIBOR, subject to 1% floor, to a fixed rate of 12%. Because the Notes is no longer subject to variable interest rates, Holdco II executed an interest rate swap that mirrors its existing interest rate swap to offset the impact of future changes in LIBOR.

On March 16, 2016, in connection with the Trican Transaction, Holdco II entered into a Credit Agreement (the “Term Loan Facility”) with CLMG Corp., acting as administrative agent for the purchasers thereunder. The Term Loan Facility provides for a first lien term loan (the “Term Loan”) in the principal amount of $100 million. The Term Loan bears interest by reference, at Holdco II’s election, to the base rate or LIBOR rate, plus an applicable margin of 6.00% on base rate loans and 7.00% on LIBOR rate loans, subject to a 1.50% floor. The Term Loan matures on March 16, 2021 or if the Notes mature on or prior to March 16, 2021, then the date that is 91 days prior to the earlier of (i) March 16, 2021 and (ii) the date of the maturity of the obligations under the NPA. Principal payments of $0.6 million plus interest are due quarterly. The Term Loan is secured by property and equipment and other assets, and is guaranteed by Holdco I, Keane Frac, LP, Keane Frac GP, LLC, KS Drilling, LLC and Keane Frac TX, LLC. The Term Loan is guaranteed by Holdco I and all of the Company’s operating subsidiaries. In conjunction with this new Term Loan, Holdco II executed an interest rate swap effective March 31, 2016 through May 9, 2019. Under the terms of the interest rate swap, Holdco II receives LIBOR based variable interest rate payments, subject to a 1.5% floor, and makes fixed interest rate payments based on a fixed rate of 1.868%, thereby creating the equivalent of fixed-rate debt for the notional amount hedged. The notional amount of the interest rate swap is $100.0 million, decreasing quarterly to match the outstanding balance of the new term loan.

F-65

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Members

Keane Group Holdings, LLC:

We have audited the accompanying financial statements of Trican Well Service, L.P., which comprise the balance sheets as of December 31, 2015 and 2014, and the related statements of operations, partners’ capital, and cash flows for the years then ended, and the related notes to the financial statements.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with U.S. generally accepted accounting principles; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Trican Well Service, L.P. as of December 31, 2015 and 2014, and the results of its operations and its cash flows for the years then ended in accordance with U.S. generally accepted accounting principles.

/s/ KPMG LLP

Houston, Texas

October 20, 2016

F-66

TRICAN WELL SERVICE, L.P.

Balance Sheets

December 31, 2015 and 2014

(Amounts in thousands)


	2015		2014
Assets
Current assets:
Cash and cash equivalents	$	12,758	$	13,070
Trade accounts receivable net of allowance of $261 at December 31, 2015 and $3,196 at December 31, 2014		30,163		215,205
Inventories, net		36,697		68,808
Prepaid expenses and other current assets		10,603		18,785
Due from related parties		59,013		45,766

Total current assets		149,234		361,634
Property and equipment, net		217,687		544,043
Intangible assets, net		—		708

Total assets	$	366,921	$	906,385

Liabilities and Partners’ Capital
Current liabilities:
Trade payables	$	28,065	$	69,818
Accrued expenses and other current liabilities		12,977		45,462
Current maturities of capital lease obligations		1,960		4,995
Due to related parties		104,970		128,292

Total current liabilities		147,972		248,567
Long term debt		119,800		229,610
Other noncurrent liabilities		1,315		3,221

Total noncurrent liabilities		121,115		232,831

Total liabilities		269,087		481,398

Commitments and Contingencies (Note 13)
Partners’ capital
General partner’s capital		97,736		424,562
Limited partner’s capital		98		425

Total partners’ capital		97,834		424,987

Total liabilities and partners’ capital	$	366,921	$	906,385

See accompanying notes to financial statements.

F-67

TRICAN WELL SERVICE, L.P.

Statements of Operations

Years ended December 31, 2015 and 2014

(Amounts in thousands)


	2015			2014
Revenue	$	372,078		$	981,837
Operating costs and expenses:
Direct costs		207,618			448,055
Selling, general and administrative expenses		223,832			485,977
Depreciation and amortization		80,684			92,394
Impairment of property and equipment		246,626			—

Total operating costs and expenses		758,760			1,026,427

Operating loss		(386,682	)		(44,589	)

Other expenses:
Other expense (income), net		103			(1,317	)
Interest expense, net		5,438			5,987

Total other expenses		5,541			4,670

Net loss	$	(392,223	)	$	(49,259	)

See accompanying notes to financial statements.

F-68

TRICAN WELL SERVICE, L.P.

Statements of Partners’ Capital

Years ended December 31, 2015 and 2014

(Amounts in thousands)


	General Partner’s Capital			Limited Partner’s Capital			Total
Balance as of December 31, 2013	$	467,262		$	468		$	467,730
Contributions		11,089			11			11,100
Distributions		(5,043	)		(5	)		(5,048	)
Stock-based payments		464			—			464
Net loss		(49,210	)		(49	)		(49,259	)

Balance as of December 31, 2014		424,562			425			424,987
Contributions		71,002			71			71,073
Distributions		(6,174	)		(6	)		(6,180	)
Stock-based payments		177			—			177
Net loss		(391,831	)		(392	)		(392,223	)

Balance as of December 31, 2015	$	97,736		$	98		$	97,834

See accompanying notes to financial statements.

F-69

TRICAN WELL SERVICE, L.P.

Statements of Cash Flows

Years ended December 31, 2015 and 2014

(Amounts in thousands)


	2015			2014
Cash flows from operating activities:
Net loss	$	(392,223	)	$	(49,259	)
Adjustments to reconcile net loss to net cash provided by operating activities
Depreciation and amortization		80,684			92,394
Loss on disposal of property and equipment		4,435			8,089
Provision for bad debt expense (recovery)		(45	)		2,676
Impairment of property and equipment		246,626			—
Provision for slow moving and obsolete inventory		7,335			5,098
Stock-based compensation		177			464
Decrease (increase) in trade receivables		185,087			(130,763	)
Decrease (increase) in inventories		13,401			(27,532	)
Decrease (increase) in prepaid expenses and other current assets		8,182			(263	)
Decrease (increase) in due from related parties		(3,135	)		(4,470	)
Increase (decrease) in trade payables		(41,601	)		28,892
Increase (decrease) in accrued expenses and other current liabilities		(32,484	)		17,801
Increase (decrease) in due to related parties		6,131			9,077
Increase (decrease) in other liabilities		(1,906	)		(191	)

Net cash provided by (used in) operating activities		80,664			(47,987	)

Cash flows from investing activities:
Purchase of property and equipment		(691	)		(42,889	)
Payments received on note due from a related party		2,000			—
Advances made on note due from a related party		(4,465	)		(19,000	)

Net cash used in investing activities		(3,156	)		(61,889	)

Cash flows from financing activities:
Payments on capital leases		(4,309	)		(5,871	)
Proceeds from the revolving credit facility		58,000			148,000
Payments on the revolving credit facility		(167,494	)		(32,000	)
Contributions from partners		41,008			11,100
Distributions to partners		(5,025	)		(5,048	)

Net cash (used in) provided by financing activities		(77,820	)		116,181

Net increase (decrease) in cash and cash equivalents		(312	)		6,305
Cash and cash equivalents, beginning		13,070			6,765

Cash and cash equivalents, ending	$	12,758		$	13,070

Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest	$	5,879		$	5,841
Non-cash investing and financing activity:
Capital lease obligations	$	3,153		$	2,142
Non-cash capital contributions	$	30,065		$	—
Non-cash capital distributions	$	(1,155	)	$	—
Non-cash purchases of property and equipment from parent	$	2,359		$	34,454
Decrease in accrual related to purchases of property and equipment	$	(3,054	)	$	(2,206	)
Noncash transfers of property and equipment to Parent	$	2,045		$	4,336
Non-cash capitalization of components to property and equipment	$	5,773		$	7,949
Non-cash transfers of inventory to Parent	$	5,602		$	2,991

See accompanying notes to financial statements.

F-70

TRICAN WELL SERVICE, L.P.

Notes to the Financial Statements

Years ended December 31, 2015 and 2014

(1) Description of Company

Trican Well Service, L.P. (the “Partnership”) is a multi-basin provider of oilfield services to oil and natural gas exploration and production companies in the United States. The Partnership provides customers with hydraulic fracturing, cementing, coiled tubing and other services.

The Partnership is a wholly owned indirect subsidiary of Trican Well Service Ltd. (the “Parent”); an international oilfield services company incorporated under the laws of the province of Alberta, Canada and traded on the Toronto Stock Exchange.

On January 25, 2016 the Parent entered into a definitive agreement with Keane Group Holdings LLC (“Keane”), a privately held U.S. based oilfield services company, for the sale of Parent’s U.S. pressure pumping business for $200 million in cash, an equity interest in Keane and Class C Profits Interests in Keane that represent an additional economic participation above certain thresholds upon a Keane liquidity event (the “Transaction”). The Transaction includes the sale of substantially all of the assets and liabilities of the Partnership. Businesses retained by the Parent included Trican Geological Services and Trican Industrial and Pipeline Services. The Transaction closed on March 16, 2016.

(2) Basis of Presentation

The financial statements of the Partnership have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”), Securities and Exchange Commission (“SEC”) Regulation S-X, Article 3, General Instructions as to Financial Statements and SEC Staff Accounting Bulletin (“SAB”) Topic 1-B, Allocations of Expenses and Related Disclosure in Financial Statements of Subsidiaries, Divisions or Lesser Business Components of Another Entity , and reflect all material adjustments that management believes are necessary to present fairly, in all material respects the financial results for the periods presented.

The Partnership operates independently from the Parent and incurs its own operating expenses. However, certain support functions are provided to the Partnership by the Parent. These functions include corporate finance, information systems, human resources, technology services, research and development, and operational and safety support. The main allocation driver for each of the allocated expenses is time spent supporting the Partnership as a percentage of total time spent by each Parent employee on each area.

Management believes that the assumptions underlying financial statements including assumptions regarding allocating general corporate overhead from the Parent are reasonable. However, such costs may not reflect the actual expenses that would have been incurred had the Partnership been operating as a standalone company for the periods presented. In addition, these costs may not be reflective of costs that would have been incurred if the Partnership was operating as part of Keane.

Actual costs that would have been incurred if the Partnership operated independently from the Parent would depend on multiple factors, including organizational and strategic decisions in various areas, including information technology and infrastructure. Transactions between Trican and the Parent have been identified in these financial statements as transactions between related parties. Refer to Note 15 for further discussion of related party transactions.

F-71

TRICAN WELL SERVICE, L.P.

Notes to the Financial Statements

Years ended December 31, 2015 and 2014

(3) Summary of Significant Accounting Policies

(a) Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect certain amounts reported in the financial statements. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include the useful lives of property and equipment and intangible assets, allowances for doubtful accounts, impairment of long-lived assets, contingent liabilities, fair value of stock-based compensation and net realizable value of inventory.

(b) Cash and Cash Equivalents

The Partnership considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.

(c) Trade Accounts Receivable and Allowance for Doubtful Accounts

Trade accounts receivable are recorded at the invoiced amount. Amounts collected on trade accounts receivable are included in net cash provided by operating activities in the statements of cash flows.

The Partnership analyzes the need for an allowance for doubtful accounts for estimated losses related to potentially uncollectible accounts receivable on a case by case basis throughout the year. In establishing the required allowance, management considers historical losses adjusted to take into account current market conditions and customers’ financial condition, the amount of receivables in dispute, the current receivables aging and current payment patterns. The Partnership reserves amounts based on specific identification. Account balances are written off after all means of collection have been exhausted and the potential for recovery is considered remote.


	Thousands of Dollars
	2015			2014
Allowance for doubtful accounts, beginning of year	$	3,196		$	1,226
Bad debt expense:
Provision for doubtful accounts		1,035			2,676
Recovery of doubtful accounts		(1,080	)		—

Total bad debt expense / (recovery)		(45	)		2,676
Write off of uncollectible accounts against reserve		(2,890	)		(706	)

Allowance for doubtful accounts, end of year	$	261		$	3,196

(d) Inventories

Inventories are stated at the lower of cost or market (net realizable value). Cost is determined using the standard cost method adjusted for variances when necessary, to approximate average costs. Costs of inventories include purchase, conversion and other costs incurred in bringing the inventory to its existing location and condition. Spare parts are valued at the lower of cost or market. Cost is determined using weighted average method.

The Partnership periodically reviews the nature and quantities of inventory on hand and evaluates the net realizable value of items based on historical usage patterns, known changes to equipment or processes and

F-72

TRICAN WELL SERVICE, L.P.

Notes to the Financial Statements

Years ended December 31, 2015 and 2014

customer demand for specific products. Significant or unanticipated changes in business conditions could impact the magnitude and timing of impairment recognized. Provision for excess or obsolete inventories is determined based on our historical usage of inventory on-hand, volume on hand versus anticipated usage, technological advances, and consideration of current market conditions. Inventories that have not turned over for more than a year are subject to a slow moving reserve provision. In addition, inventories that have become obsolete due to technological advances, excess volume on hand, or not fitting our equipment are written-off.

(e) Revenue Recognition

Revenue from the Partnership’s hydraulic fracturing, cementing and coiled tubing services is earned and recognized as jobs are completed, which is generally on a day or hourly rate, raw material consumption, per stage or similar basis. All revenue is recognized when persuasive evidence of an arrangement exists, the service is complete, the amount is determinable and collectability is reasonably assured, as follows:

Hydraulic Fracturing

The Partnership provides hydraulic fracturing services pursuant to contractual arrangements, such as term contracts and pricing agreements, or on a spot market basis. Revenue is recognized upon the completion of each job, which can consist of one or more fracturing stages or wells. Once a job has been completed to the customer’s satisfaction, a field ticket is created that includes charges for the service performed and the chemicals and proppants consumed during the course of the service. The field ticket may also include charges for the mobilization of the equipment to the location, additional equipment used on the job, if any, and other miscellaneous items. This field ticket is used to create an invoice, which is sent to the customer upon the completion of each job.

Cementing

The Partnership provides cementing services pursuant to contractual arrangements, such as term contracts and pricing agreements, or on a spot market basis. The Partnership typically charges the customer for these services on a per job basis at agreed upon spot market rates or agreed upon job pricing for a particular project. Once a job has been completed to the customer’s satisfaction, a field ticket is written that includes charges for the service performed and the consumables used during the course of service. Revenue is recognized and customers are invoiced upon the completion of each job.

Coiled Tubing

Through its coiled tubing service line, the Partnership provides a range of coiled tubing and other well stimulation services, including nitrogen and pressure pumping services, primarily on a spot market basis. Jobs for these services are typically short term in nature, lasting anywhere from a few hours to several days. Revenue is recognized upon completion of each day’s work based upon a completed field ticket. The field ticket includes charges for the services performed and the consumables used during the course of service. The field ticket may also include charges for the mobilization and set-up of equipment, the personnel on the job, any additional equipment used on the job, and other miscellaneous items. The Partnership typically charges the customer for the services performed and resources provided on an daily basis at agreed-upon spot market rates.

Taxes collected from customers and remitted to governmental authorities are accounted for on a net basis and therefore are excluded from revenues in the statements of operations and comprehensive loss.

Shipping and handling costs related to customer contracts are charged to cost of services. To the extent such costs are billable to the customer the amounts are recorded as revenue.

F-73

TRICAN WELL SERVICE, L.P.

Notes to the Financial Statements

Years ended December 31, 2015 and 2014

(f) Property and Equipment

Property and equipment, inclusive of equipment under capital lease, is stated at cost less accumulated depreciation.

Depreciation is recognized in the statement of operations on a straight-line basis over the estimated useful life of each part of an item of property and equipment, since this most closely reflects the expected pattern of consumption of the future economic benefits generated by the asset. Management bases the estimate of the useful life and salvage value of property and equipment on expected utilization, technological change and effectiveness of maintenance programs. When parts of an item of property and equipment have different useful lives, they are accounted for as separate items (major components) of property and equipment.

Gains and losses on disposal of property and equipment are determined by comparing the proceeds from disposal with the carrying amount of property and equipment, and are recognized net within operating costs and expenses in the statements of operations.

Equipment and vehicles held under capital leases are depreciated on a straight-line basis over their estimated useful lives.

Major classifications of property and equipment and their respective useful lives are as follows:


Type of property of equipment		Estimated useful life
Land		Indefinite life
Buildings and leasehold improvements		30 years
Machinery and equipment		5 to 10 years
Office equipment, furniture and fixtures		2 to 10 years

Depreciation methods, useful lives and residual values are reviewed annually and adjusted if appropriate.

The Partnership incurs maintenance costs on its major equipment. Repair and maintenance costs that do not improve or extend the life of the related assets are expensed as incurred. Refurbishments and renewals are capitalized when the value of the equipment is enhanced for a period of greater than 12 months.

(g) Intangible Assets

The Partnership’s acquired intangible assets are comprised of non-compete agreements and customer lists. Non-compete agreements and customer lists were recorded at their estimated fair values on the acquisition date and amortized on a straight-line basis over 8 year and 5 year estimated useful lives, respectively.

(h) Impairment of Long-Lived Assets

The Partnership assesses its intangible assets and property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability is assessed using undiscounted future net cash flows of assets grouped at the lowest level for which there are identifiable cash flows independent of the cash flows of other groups of assets.

The Partnership determined the lowest level of identifiable cash flows that are independent of other asset groups to be at the asset group level (cementing, coiled tubing, hydraulic fracturing and other), as well as an

F-74

TRICAN WELL SERVICE, L.P.

Notes to the Financial Statements

Years ended December 31, 2015 and 2014

entity level asset group for assets that do not have identifiable independent cash flows. Impairments exist when the carrying amount of an asset group exceeds estimates of the undiscounted cash flows expected to result from the use and eventual disposition of the asset group. When alternative courses of action to recover the carrying amount of the asset are under consideration, estimates of future undiscounted cash flows take into account possible outcomes and probabilities of their occurrence. If the carrying amount of the asset is not recoverable based on the estimated future undiscounted cash flows, the impairment loss is measured as the excess of the asset group’s carrying amount over its estimated fair value, such that the asset group’s carrying amount is adjusted to its estimated fair value, with an offsetting charge to operating costs and expenses. In assessing fair value of an asset group, recent market transactions are taken into account, if available. If no such transactions can be identified, an appropriate valuation model is used.

(i) Fair Value Measurements

Fair value represents the price that would be received to sell the asset or paid to transfer the liability in an orderly transaction between market participants at the reporting date. The Partnership’s assets and liabilities that are measured at fair value at each reporting date are classified according to a hierarchy that prioritizes inputs and assumptions underlying the valuation techniques. The Partnership utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Partnership determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels:

•

Level 1 Inputs: Quoted prices (unadjusted) in an active market for identical assets or liabilities.

•

Assets and liabilities are classified in their entirety based on the lowest priority level of input that is significant to the fair value measurement. There were no transfers into or out of Levels 1, 2 and 3 during the years ended December 31, 2015 or 2014.

Recurring Fair Value Measurements

The Partnership’s financial instruments consist of cash and cash equivalents, trade receivables, trade payables, accrued expenses, related party balances and long-term debt. The carrying values of all the Partnership’s financial instruments included in the accompanying balance sheets approximated or equaled their fair values at December 31, 2015 and December 31, 2014.

•

The carrying values of cash and cash equivalents, trade receivables, related party balances, trade payables, and accrued expenses approximated fair value at December 31, 2015 and December 31, 2014, due to their short-term nature.

•

F-75

TRICAN WELL SERVICE, L.P.

Notes to the Financial Statements

Years ended December 31, 2015 and 2014

Non-Recurring Fair Value Measurements

The fair values of long-lived assets are determined with internal cash flow models based on significant unobservable inputs. The Partnership measures the fair value of its property and equipment using the discounted cash flow method and market participant assumptions. Given the unobservable nature of the inputs used in the Partnership’s internal cash flow models, the cash flows models are deemed to use Level 3 inputs.

During 2015, the Partnership recognized an impairment loss on its long-lived assets of $246.6 million. Refer to Note 8 for further discussion of impairment of long-lived assets.

(j) Employee Benefits and Postemployment Benefits

Contractual termination benefits are payable when employment is terminated due to an event specified in the provisions of a social/labor plan, state or federal law. Accordingly, in situations where minimum statutory termination benefits must be paid to the affected employees, the Partnership records employee severance costs associated with these activities in accordance with ASC 712, Compensation—Nonretirement Post-Employment Benefits. In all other situations where the Partnership pays termination benefits, including supplemental benefits paid in excess of statutory minimum amounts and benefits offered to affected employees based on management’s discretion, the Partnership records these termination costs in accordance with ASC 420, Exit or Disposal Cost Obligations. A liability is recognized for one time termination benefits when the Partnership is committed to i) make payments and the number of affected employees and the benefits received are known to both parties, and ii) terminating the employment of current employees according to a detailed formal plan without possibility of withdrawal and can reasonably estimate such amount.

(k) Stock-Based Compensation

The Parent sponsors a stock option plan in which certain employees of the Partnership are eligible. The Partnership accounts for the stock options issued under the plan as a capital contribution from the Parent. Compensation cost is measured at the fair value of the award on the date of grant using the Black Scholes option pricing model and is recognized using a graded vesting schedule over the service period for each tranche.

The Parent also sponsors a restricted share unit (“RSU”) plan in which employees of the Partnership participate. The awards issued under this plan are accounted for at fair value and recognized in the statement of operations using a graded vesting schedule over the service period for each tranche. These awards are settled in cash and therefore are classified as liabilities under ASC 718, Stock-based Compensation. At each reporting date between the grant date and the settlement date, the fair value of the liability is re-measured with any changes in fair value recognized in the statement of operations for the period.

(l) Leases

The Partnership leases certain facilities and equipment used in its operations. The Partnership evaluates and classifies its leases as operating or capital leases for financial reporting purposes. Assets held under capital leases are included in property and equipment. Operating lease expense is recorded on a straight-line basis over the lease term. Landlord incentives are recorded as deferred rent and amortized as reductions to lease expense on a straight-line basis over the life of the applicable lease.

(m) Research and Development Costs

Research and development costs are expensed as incurred. Research and development costs incurred directly by the Partnership were $3.5 million and $3.2 million for the years ended December 31, 2015 and 2014,

F-76

TRICAN WELL SERVICE, L.P.

Notes to the Financial Statements

Years ended December 31, 2015 and 2014

respectively. In addition, research and development costs incurred by the Parent and allocated to the Partnership were $0.3 million and $0.6 million for the years ended December 31, 2015 and 2014, respectively.

(n) Income Taxes

The Partnership is a limited partnership and, therefore, is not liable for entity-level federal income taxes. It is not subject to any state and local income taxes. The Partnership’s operating results are included in Trican Delaware Inc.’s consolidated U.S. federal and state income tax returns.

(4) Recently Issued Accounting Pronouncements

In June 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-13, Financial Instruments-Credit Loss, which is effective for fiscal years beginning after December 15, 2020 and interim periods within fiscal years beginning after December 15, 2021, with a modified-retrospective approach to be used for implementation. ASU 2016-13 changes several aspects of accounting for credit losses on assets measured at amortized cost and available-for-sale debt securities. The Partnership does not expect this guidance to have any impact on its financial position and results of operations.

In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting, which is effective for annual periods beginning after December 31, 2017, and interim periods within annual periods beginning after December 15, 2018, with a cumulative-effect and prospective approach to be used for implementation. ASU 2016-09 changes several aspects of the accounting for share-based payment award transactions including accounting for income taxes, classification of excess tax benefits on the statement of cash flows, forfeitures, minimum statutory tax withholding requirements and classification of employee taxes paid on the statement of cash flows when an employer withholds shares for tax-withholding purposes. The Partnership is currently in the process of evaluating the impact of adoption of this guidance on our financial statements.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), effective for annual and interim periods beginning after December 15, 2019 and interim periods within annual periods beginning after December 15, 2010, with a modified retrospective approach to be used for implementation. ASU 2016-02 updates the previous lease guidance by requiring the recognition of a right-to-use asset and lease liability on the statement of financial position for those leases previously classified as operating leases under the old guidance. In addition, ASU 2016-02 updates the criteria for a lessee’s classification of a finance lease. The Partnership is currently in the process of evaluating the impact of adoption of this guidance on our financial statements.

In July 2015, the FASB issued ASU No. 2015-11, “Inventory (Topic 330): Simplifying the Measurement of Inventory,” which requires that inventory measured using FIFO or average cost be measured at the lower of cost and net realizable value. The ASU is effective for annual periods beginning after December 15, 2016. The Partnership is evaluating the impact of the adoption of this ASU.

In April 2015, the FASB issued ASU No. 2015-03, “Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs,” which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability. The ASU also requires amortization of debt issuance costs to be reported as interest expense. The ASU is effective for annual periods beginning after December 15, 2015. The Partnership will implement the provisions of ASU 2015-03, retrospectively, effective January 1, 2016. The adoption of this accounting guidance is not expected to have a material impact on the Partnership’s financial condition.

F-77

TRICAN WELL SERVICE, L.P.

Notes to the Financial Statements

Years ended December 31, 2015 and 2014

In January 2015, the FASB issued a new accounting pronouncement regarding extraordinary items. The guidance eliminates the concept and presentation requirements for extraordinary items and issuers are no longer required to evaluate and present separately any transaction which is unusual and infrequent. The guidance is effective for reporting periods beginning after December 15, 2015. The Partnership does not expect this guidance to have any impact on its financial position and results of operations.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers. This ASU amends the existing accounting standards for revenue recognition and is based on the principle that revenue should be recognized to depict the transfer of goods or services to a customer at an amount that reflects the consideration a company expects to receive in exchange for those goods or services. The Partnership is required to adopt this ASU on January 1, 2018, with early adoption permitted on January 1, 2017, and is currently evaluating the impact of this ASU on its financial statements.

(5) Inventories, net

Inventories, net consisted of the following at December 31, 2015 and 2014:


	Thousands of Dollars
	2015			2014
Chemicals and consumables	$	16,046		$	32,649
Parts		27,269			41,257

Less provision for slow moving inventory		(6,618	)		(5,098	)

Total inventories, net	$	36,697		$	68,808

The Partnership reviews the carrying value of inventory on a quarterly basis to verify that inventory is measured at the lower of cost or market value. As a result of decreased activity, the Partnership recorded a charge of $5.8 million for the year ended December 31, 2015 and nil for the year ended December 31, 2014 presented within direct costs in the statement of operations to write-down obsolete inventory to net realizable value. In addition, the Partnership recorded a slow moving inventory provision in the amount of $1.5 million and $5.1 million for the years ended December 31, 2015 and 2014, respectively.

(6) Property and Equipment, net

Property and equipment, net at December 31, 2015 and 2014 were as follows:


	Thousands of Dollars
	2015			2014
Land	$	10,018		$	10,018
Buildings and leasehold improvements		19,869			45,095
Machinery and equipment		397,246			784,544
Office equipment, furniture, fixtures		3,688			5,766

Total cost		430,821			845,423
Less accumulated depreciation		(231,800	)		(322,551	)
Assets not placed into service		18,666			21,171

Total property and equipment, net	$	217,687		$	544,043

F-78

TRICAN WELL SERVICE, L.P.

Notes to the Financial Statements

Years ended December 31, 2015 and 2014

Machinery and equipment as of December 31, 2015 and 2014 includes $10.7 million and $23.3 million of vehicles under capital lease, respectively. Accumulated depreciation related to vehicles under capital leases was $6.2 million and $15.5 million as of December 31, 2015 and 2014, respectively.

In 2015, the Partnership recorded $246.6 million of impairment losses. Refer to Note 8 for discussion of the nature of impairment losses.

(7) Intangible Assets

Intangible assets, net consisted of the following:


	Thousands of Dollars
	Cost		Accumulated Amortization			Total
Balance as of December 31, 2013	$	22,400	$	(18,859	)	$	3,541
Amortization				(2,833	)		(2,833	)

Balance as of December 31, 2014		22,400		(21,692	)		708
Amortization				(708	)		(708	)

Balance as of December 31, 2015	$	22,400	$	(22,400	)	$	—

The above balances do not include the fully amortized customer list intangible of $9.1 million. As a result of a decline in commodity prices during the fourth quarter of 2014, the Partnership tested the intangible assets for impairment as of December 31, 2014. No impairment was recorded because the fair value of the asset group was higher than the carrying amount. As of December 31, 2015 both intangible assets were fully amortized.

(8) Impairment of Long-Lived Assets

Due to impact of the sharp decline in commodity prices during the fourth quarter of 2014 on the demand for the Partnership’s services, Partnership has determined that triggering event existed and performed an impairment testing of its long-lived asset impairment as of December 31, 2014.

No impairment was recorded in 2014 because under the Step 1 of the impairment assessment the sum of estimated future undiscounted cash flows of each asset group was higher than each respective carrying amount.

The Partnership tested its long-lived assets for impairment as of December 31, 2015, due to the continued decline in commodity prices and excess pressure pumping supply in the market, which were deemed triggering events. The Partnership tested property and equipment for recoverability by comparing the sum of estimated future undiscounted cash flows to the carrying value of each asset group.

As of December 31, 2015, the sum of the estimated future undiscounted cash flows was less than the carrying amount for each of the three asset groups. The Partnership measured the amount of impairment by comparing the fair value of each asset group to the carrying amount. The Partnership measured the fair value of its property and equipment using the discounted cash flow method using Level 3 unobservable inputs, incorporating market participant assumptions. The expected future cash flows used for impairment reviews and related fair value calculations are based on judgmental assessments of projected revenue growth, fleet count,

F-79

TRICAN WELL SERVICE, L.P.

Notes to the Financial Statements

Years ended December 31, 2015 and 2014

utilization, gross margin rates, SG&A rates, working capital fluctuations, maintenance capital expenditures, discount rates and terminal growth rates. As a result, the following impairment charges were recognized for the year ended December 31, 2015:

•

The Partnership identified that the fair value of the cementing asset group was below its carrying amount. An impairment charge of $14.9 million was recorded against property and equipment related to this asset group. As a result of the impairment the carrying amount of this asset group has been reduced to fair value of $10.1 million.

•

The Partnership identified that the fair value of the coiled tubing asset group was below its carrying amount. An impairment charge of $12.3 million was recorded against property and equipment related to this asset group. As a result of the impairment the carrying amount of this asset group has been reduced to fair value of $6.1 million.

•

The Partnership identified that the fair value of the fracturing and other asset group was below its carrying amount. An impairment charge of $219.4 million was recorded against property and equipment related to this asset group. As a result of the impairment the carrying amount of this asset group has been reduced to fair value of $201.4 million.

The commodity price environment has created considerable uncertainty as to the level of activity that will be undertaken by several of the Partnership’s customers and considerably increases the estimation uncertainty associated with the future cash flows used in the impairment tests. Assumptions that are valid at the time of preparing the cash flow models may change significantly when new information becomes available.

(9) Long-Term Debt

Long-term debt at December 31, 2015 and 2014 consisted of the following:


	Thousands of Dollars
	2015			2014
Revolving credit facility (RCF)	$	117,205		$	226,700
Capital lease obligations		4,555			7,905

Total debt		121,760			234,605
Less: current maturities of capital lease obligations		(1,960	)		(4,995	)

Long-term debt	$	119,800		$	229,610

Revolving Credit Facility (RCF)

The Parent is a borrower under the 2015 Amended Credit Agreement (the “Credit Agreement”) with a syndicate of lenders. The Credit Agreement includes a revolving credit facility (“RCF”) to fund working capital needs, capital expenditures and permitted acquisitions. The Partnership, being one of the subsidiaries of the Parent, is able to draw upon the RCF in the United States to fund its local operations.

All borrowings under the RCF bear interest, at the Partnership’s option, at the applicable prime rate, Banker’s acceptance rate, or LIBOR plus a margin of 3.5% to 6.25%, dependent on certain financial ratios of the Partnership as outlined in the Credit Agreement. Draws under the RCF outstanding at December 31, 2015 carry interest at rates ranging from 4.77% to 4.92% per annum with maturities on dates ranging from January 7, 2016 to February 1, 2016. Draws under the RCF outstanding at December 31, 2014 carry interest at rates from 3.41%

F-80

TRICAN WELL SERVICE, L.P.

Notes to the Financial Statements

Years ended December 31, 2015 and 2014

to 3.48% per annum with maturities on dates ranging from January 8, 2015 to February 24, 2015. Upon maturity of each draw the Partnership can roll it over to the next 30 to 90 day period or pay it down. The total undrawn commitment on the RCF available to the Partnership was $92.4 million and $22.8 million at December 31, 2015 and December 31, 2014, respectively. The undrawn commitment fee was 0.73% at December 31, 2015 and December 31, 2014. The final maturity of the RCF is October 18, 2018.

As part of the Credit Agreement, the Partnership as a restricted subsidiary of the Parent entered into a loan guarantee with the lenders. Restricted subsidiaries are all subsidiaries which are wholly owned by the Parent as further defined in the Credit Agreement and include Trican Well Service, L.P., Canadian Oilfield Stimulation Services Ltd., Birchwood Industries Ltd., Northline Energy Ltd., Trican Geological Solutions Ltd., Trican Partnership, Trican Completion Solutions Ltd., Trican Completion Solutions LLC, TriLib Management LLC, Trican Delaware Inc., Northline Energy Services Inc. and Trican, LLC. In accordance with the loan guarantee, the Partnership along with all other restricted subsidiaries listed above that are obligors on the Credit Agreement guarantees all of the lender secured obligations, whereby the Partnership absolutely, unconditionally and irrevocable guarantees to the lenders the due and punctual payment, discharge and full performance of all guaranteed obligations owing by any obligor to any and all of the lender secured parties, as defined in the Credit Agreement. In addition, all North American assets of the Parent including any material real property and title goods including those of the Partnership were pledged as collateral under the Credit Agreement.

In addition, the Parent must comply with all covenants as outlined in the Credit Agreement. The Credit Agreement also contains various customary representations and warranties. As of December 31, 2015, the Parent was in compliance with all covenants under the 2015 Amended and Restated Credit Agreement. As of December 31, 2014, the Parent was in compliance with covenants under the 2014 Amended and Restated Credit Agreement.

Capital Leases

The Partnership entered into several capital leases of office equipment and vehicles. These capital lease obligations are presented as separate line items in the financial statements, have lease terms that range from 36 to 60 months and interest rates that range from 2.25% to 3.75%. The outstanding capital lease obligation balance is $4.6 million and $7.9 million as at December 31, 2015 and 2014, respectively. Depreciation of assets held under capital leases is included within depreciation expense.

Future minimum lease payments under the Partnership’s capital leases, for the next five years are listed below:


Year-end December 31,	Thousands of Dollars
2016	$	2,054
2017		1,288
2018		1,198
2019		197
2020		—

Subtotal		4,737
Less amount representing interest(1)		(182	)

Total	$	4,555

(1)

Amount necessary to reduce net minimum payments to present value calculated at the Partnership’s implicit rate at inception of the lease.

F-81

TRICAN WELL SERVICE, L.P.

Notes to the Financial Statements

Years ended December 31, 2015 and 2014

(10) Stock-Based Compensation

Overview of Share-Based Payment Plans

The Parent of the Partnership granted share-based awards to certain directors, officers, key employees and consultants of the Partnership in order to provide increased incentive to contribute to the future success of the Partnership. Share-based awards were issued to the key employees and directors in the form of stock options and restricted share units (“RSUs”) under the provisions of the 2010 Amended and Restated Stock Option Plan (“Stock Option Plan”) and 2010 Restricted Share Unit Plan (“RSU Plan”), respectively.

Stock Option Plan:

Stock options may be granted at the discretion of the Board of Directors of the Parent, and all officers and employees of the Partnership are eligible for participation in the stock option plan. The option strike price equals the volume-weighted-average closing price of the Parent’s shares traded on the Toronto Stock Exchange, for the five trading days preceding the date of grant. Options granted in 2010 and thereafter vest in three equal tranches on each of the first, second and third anniversary dates and expire five years from the date of grant. The Parent usually issues new shares to employees upon the exercise of vested stock options.

The Partnership records equity classified stock-based awards, granted to its employees by its Parent as a capital contribution from the Parent and recognizes related compensation in its statement of operations. The Partnership recognized compensation expense associated with stock options of $0.2 million and $0.5 million for the years ended December 31, 2015 and 2014, respectively. These amounts were recorded within selling, general and administrative expense in the Partnership’s statements of operations.

Total unrecognized compensation expense associated with stock options is $0.1 million at December 31, 2015 and will be recognized over a weighted-average period of 1.1 years.

The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model. The weighted average assumptions used in the Black-Scholes option-pricing model and weighted-average grant date fair value for options granted in 2015 and 2014 are as follows:


	2015			2014
Weighted-average assumptions used:
Expected volatility		60.1	%		38.7	%
Dividend yield		0.0	%		2.2	%
Risk-free interest rate		0.6	%		1.3	%
Expected term (years)		3.6			3.4
Weighted-average grant date fair value (per option)	$	0.27		$	3.19

F-82

TRICAN WELL SERVICE, L.P.

Notes to the Financial Statements

Years ended December 31, 2015 and 2014

Transactions related to stock options for the year ended December 31, 2015 are summarized as follows:


	Options			Weighted- average exercise price per share		Weighted- average remaining term (in years)		Aggregate intrinsic value (in Thousands of Dollars)(2)
Outstanding at January 1, 2015		523,675		$	15.20		3.0
Granted		298,400			0.63
Exercised		—			—
Forfeited		(149,250	)		13.32
Expired		(57,200	)		16.32
Outstanding at December 31, 2015		615,625			8.49		3.4	$	0.00

Vested and expected to vest at December 31, 2015(1)		582,676			8.77		3.3		0.00
Exercisable at December 31, 2015		206,578		$	17.4		1.6	$	0.00

(1)

Includes outstanding vested options as well as outstanding non-vested options, net of estimated forfeitures

(2)

Based on the Parent’s closing stock price of $0.46 on December 31, 2015

Restricted Stock Unit Plan:

Restricted stock units are classified as liability awards as they are cash settled. Under the terms of the RSU plan, the RSUs awarded vest in three equal portions on the first, second and third anniversary of the grant date and are settled in cash in the amount equal to the volume-weighted-average trading price for the twenty trading days preceding the particular vesting date of the award. The fair value of the RSUs is expensed into income over the vesting period using the graded vesting schedule. At each reporting date between grant date and settlement, the fair value of the liability is re-measured with any changes in fair value recognized in the statement of operations during the period. All officers and employees of the Partnership are eligible for participation in the plan.

The Partnership recognized share-based payment reversal (expense) associated with the vesting of RSUs of $0.8 million and ($0.9) million for the years ended December 31, 2015 and 2014, respectively. These amounts were recorded in selling, general and administrative expense in the statement of operations.

Total unrecognized share-based payment expense was $0.2 million at December 31, 2015 and will be recognized over a weighted-average period of 1.3 years.

Transactions related to RSUs for the year ended December 31, 2015 are summarized as follows:


	Non-Vested RSUs
Unvested at December 31, 2014		616,316
Granted		336,467
Vested		(197,019	)
Forfeited		(264,047	)

Unvested at December 31, 2015		491,717

Total cash settlement of vested RSUs was $0.6 and $2.6 million for the years ended December 31, 2015 and 2014, respectively.

F-83

TRICAN WELL SERVICE, L.P.

Notes to the Financial Statements

Years ended December 31, 2015 and 2014

(11) Operating Leases

The Partnership has certain non-cancelable operating leases for rail cars, office facilities and other equipment. Certain rail car leases require additional rental payments for the use of rail cars in excess of the allowable mileage stated in the respective agreement.

Certain leases include incentives during the buildout period and escalation clauses for adjusting rental payments to reflect changes in price indices. These leases generally contain renewal options and require the lessee to pay maintenance, insurance, taxes and other operating expenses in addition to the minimum annual rentals.

Landlord allowances are generally comprised of amounts received and/or promised to the Partnership by landlords and may be received in the form of cash or free rent. Rental expense related to operating leases of properties and rail cars was $6.1 million and $5.1 million for the years ended December 31, 2015 and 2014, respectively.

Future minimum lease payments under non-cancellable operating leases at December 31, 2015 are as follows:


Year-end December 31,	Thousands of Dollars
2016	$	5,760
2017		5,376
2018		4,448
2019		2,390
2020		520

	$	18,494

(12) Termination Benefits

The Partnership recognized termination benefits in the amount of $2.1 million for the year ended December 31, 2015 related to the termination of 238 employees and closure of two of its district offices in Longview, Texas and Minot, North Dakota. This charge was recorded within selling, general and administrative expense in the statement of operations. No termination benefits were incurred during the year ended December 31, 2014.

(13) Commitments and Contingencies

Litigation

From time to time, the Partnership is subject to legal and administrative proceedings, settlements, investigations, claims and actions.

Sand Storage LLC S ettlement —The Partnership was found to be in breach of a sand storage contract in Mathis with Sand Storage LLC. The claim was settled in January 2016 for $0.6 million including legal fees and was fully accrued for by the Partnership as of December 31, 2015.

Chesapeake Energy Corp. Settlement —Through an internal investigation it was discovered that the use tax the Partnership had been passing through to Chesapeake Energy Corp. had likely been calculated in error. Chesapeake Energy Corp. approved the settlement letter for $1.5 million, which was fully accrued for by the Partnership as of December 31, 2015.

F-84

TRICAN WELL SERVICE, L.P.

Notes to the Financial Statements

Years ended December 31, 2015 and 2014

Huron Minerals LLC— This is an unfiled claim which arises out of an allegation by Huron Minerals LLC that the Partnership owes it for sand not yet taken in 2015 under a four year sand purchase agreement with Huron that expired on December 31, 2015. The Partnership disputes this claim. The arbitration hearing began in early August 2016 and is ongoing. We deem the risk of loss to be at least reasonably possible, but no reliable estimate can be made at this time.

The Partnership’s assessment of the likely outcome of litigation matters is based on its judgment of a number of factors including experience with similar matters, past history, precedents, relevant financial and other evidence and facts specific to the matter. Notwithstanding the uncertainty as to the final outcome, based upon the information currently available to it, the Partnership does not currently believe these matters in aggregate will have a material adverse effect on its financial position or results of operations.

Sales and Use Tax

From time to time, the Partnership undergoes sales and use tax audits in the jurisdictions in which it operates. In addition, the tax regulations and legislation in the various jurisdictions are continually changing. Management believes that it has adequately met and provided for taxes based on the Partnership’s interpretation of the relevant tax legislation and regulations.

Long-Term Purchase Commitments

In January 2015, the Partnership entered into three long-term raw material supply agreements for sand to be used in hydraulic fracturing. The Partnership is subject to minimum purchase requirements and must pay penalties in the event of any shortfalls. In 2015, the Partnership did not recognize any shortfalls under these contracts.

Aggregate minimum commitments under these contracts as of December 31, 2015 are as follows:


Year-end December 31,	Thousands of Dollars
2016	$	15,580
2017		21,486
2018		29,571
2019		24,489
2020		—

	$	91,126

(14) Significant Risks and Uncertainties Including Business and Credit Concentrations

The Partnership operates in three service lines: cementing, coiled tubing, and hydraulic fracturing and other, with significant concentrations in the hydraulic fracturing and other asset group. In 2015, sales to hydraulic fracturing customers represented 90% and 92% of the Partnership’s revenue and gross profit, respectively. In 2014, sales to hydraulic fracturing customers represented 91% and 91% of the Partnership’s revenue and gross profit, respectively.

The Partnership depends on its customers’ willingness to make operating and capital expenditures to explore for, develop and produce oil and natural gas in the United States, which in turn is affected by current and

F-85

TRICAN WELL SERVICE, L.P.

Notes to the Financial Statements

Years ended December 31, 2015 and 2014

expected levels of oil and natural gas prices. As a result of depressed oil prices, the energy services industry is currently in a downturn characterized by excess equipment capacity across the U.S. hydraulic fracturing market. This downturn has impacted the demand for the Partnership’s services and its ability to negotiate pricing that will generate desirable margins. Through its impairment analyses, the Partnership determined the remaining carrying values of its long-lived and intangible assets were recoverable based on the Partnership’s forecast model. If industry conditions continue to deteriorate beyond the assumptions in the Partnership’s forecast, it is reasonably possible that this determination could change.

Credit Risk

The Partnership’s financial instruments exposed to concentrations of credit risk consist primarily of cash and cash equivalents, and trade receivables.

The Partnership’s cash balances on deposit with financial institutions total $12.8 million and $13.1 million as of December 31, 2015 and 2014, respectively, which exceed FDIC insured limits. The Partnership regularly monitors the financial condition of these financial institutions.

The majority of the Partnership’s trade receivables have payment terms of 30 days or less. For the year ended December 31, 2015, trade receivables from three customers individually represented 39%, 23% and 21%, respectively. For the year ended December 31, 2014, trade receivables from four customers individually represented 19%, 18%, 17% and 11%, respectively.

For the year ended December 31, 2015, revenue from three customers individually represented 24%, 14% and 13% of the Partnership’s revenue. For the year ended December 31, 2014, revenue from three customers individually represented 17%, 13% and 11% of the Partnership’s revenue. No other customer accounted for 10% or more of the Partnership’s consolidated revenue in the years ended December 31, 2015 or 2014.

Concentrations of credit risk with respect to accounts receivable are limited because the Partnership performs credit evaluations, sets credit limits, and monitors the payment patterns of its customers. The Partnership carefully evaluates new customers to determine their creditworthiness including review of credit applications, banking authorization forms, credit references and the credit report. The Partnership’s management approves and monitors credit limits for each of its customers.

(15) Related Party Transactions

The Partnership regularly enters into related party transactions with the Parent and its affiliates. Receivables from and payables to related parties consisted of the following at December 31, 2015 and 2014:


	Thousands of Dollars
	2015		2014
Due from Parent	$	28,743	$	19,085
Note receivable from Trican Completion Solutions, LLC (“TCS”)		23,654		20,444
Due from TCS		4,554		2,887
Due from other affiliates		2,062		3,350

Total	$	59,013	$	45,766

Due to Parent	$	101,895	$	123,091
Due to other affiliates		3,075		5,201

Total	$	104,970	$	128,292

F-86

TRICAN WELL SERVICE, L.P.

Notes to the Financial Statements

Years ended December 31, 2015 and 2014

The Partnership entered into a loan agreement with TCS, dated December 24, 2013, providing for an unsecured revolving loan in the principal amount of $30 million bearing interest rate of 3.4% per annum and repayable on demand. Accrued interest on the loan was $1.2 million and $0.4 million at December 31, 2015 and 2014. Interest income recognized on this loan amounted to $0.7 million and $0.4 million for the years ended December 31, 2015 and 2014, respectively, and was recorded within interest expense, net in the statement of operations.

The Partnership has a receivable due from TCS representing a short-term, non-interest bearing intercompany balance to assist TCS with funding of its working capital needs.

The Partnership’s intercompany transactions with the Parent relate to purchases of equipment and machinery, inventory, parts and chemicals. Intercompany receivables and payables are typically short-term in nature and non-interest bearing.

Transactions with related parties are summarized below:


	2015			2014
Purchases of equipment from the Parent	$	2,359		$	53,892
Purchase of inventory from the Parent		2,464			2,217
Selling, general and administrative expenses with affiliates		3,678			4,395
Transfers of equipment to the Parent		(2,045	)		(4,336	)
Transfers of inventory to the Parent		(5,602	)		(2,991	)

Charges for support functions provided to the Partnership by the Parent are included within selling, general and administrative expenses. These charges amounted to $0.6 million and $1.1 million for the years ended December 31, 2015 and 2014, respectively

In the year ended December 31, 2015, the Parent issued a credit memo in the amount of $30.0 million to the Partnership against intercompany balances, which was recorded as a capital contribution from the Parent and reflected within Partners’ Capital. In July 2015 the Parent instructed the Partnership to forgive $1.1 million of intercompany receivables from one of its affiliates, which was recorded as a reduction of intercompany receivables and non-cash capital distribution to the Parent.

In March, 2015 the Parent paid $41.0 million of the RCF on behalf of the Partnership, which was recorded as a reduction of long-term debt and a capital contribution from the Parent.

(16) Subsequent Events

The Partnership has evaluated subsequent events from the balance sheet date through October 20, 2016, the date at which the financial statements were available to be issued.

On January 25, 2016 the Parent entered into a definitive agreement with Keane Group Holdings LLC, a privately held U.S. based oilfield services company, for the sale of Parent’s U.S. pressure pumping business for approximately $200 million in cash, an equity interest in Keane and Class C Profits Interests in Keane that represent an additional economic participation above certain thresholds upon a Keane liquidity event. The Transaction includes the sale of substantially all of the assets and liabilities of the Partnership. The transaction closed on March 16, 2016.

F-87

TRICAN WELL SERVICE, L.P.

Notes to the Financial Statements

Years ended December 31, 2015 and 2014

In conjunction with the Transaction, the Parent also executed the 2016 Amended Credit Agreements with its bank lenders under its RCF and the holders of its Senior Notes to make certain amendments to the applicable credit documentation subject to closing of the U.S. operations sale. The 2016 Amended Credit Agreements include removal of all prior financial covenants until the third quarter of 2016, elimination of the minimum EBITDA and liquidity covenants, and new leverage and interest coverage ratio covenants.

On March 16, 2016 the Partnership fully repaid the outstanding balance on its RCF.

F-88

Shares

LOGO

Keane Group, Inc.

Common Stock

PRELIMINARY PROSPECTUS

Citigroup

Morgan Stanley

BofA Merrill Lynch

J.P. Morgan

Wells Fargo Securities

Simmons & Company International

Energy Specialists of Piper Jaffray

Houlihan Lokey

Guggenheim Securities

Until , 201 (25 days after the date of this prospectus), all dealers that buy, sell, or trade shares of our common stock, whether or not participating in our initial public offering, may be required to deliver a prospectus. This delivery requirement is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item

13. Other Expenses of Issuance and Distribution.

The following table shows the costs and expenses, other than underwriting discounts and commissions, payable in connection with the sale and distribution of the securities being registered. Except as otherwise noted, we will pay all of these amounts. All amounts except the SEC registration fee, the NYSE listing fee and the FINRA filing fee are estimated.


SEC Registration Fee	$	33,322.00
NYSE Listing Fee
FINRA Filing Fee
Accounting Fees and Expenses
Legal Fees and Expenses
Printing Fees and Expenses
Blue Sky Fees and Expenses
Miscellaneous

Total	$

Item

14. Indemnification of Directors and Officers

Section 145 of the DGCL authorizes a court to award, or a corporation’s board of directors to grant, indemnity to directors and officers under certain circumstances and subject to certain limitations. The terms of Section 145 of the DGCL are sufficiently broad to permit indemnification under certain circumstances for liabilities, including reimbursement of expenses incurred, arising under the Securities Act.

As permitted by the DGCL, the Registrant’s certificate of incorporation that will be in effect at the closing of the offering contains provisions that eliminate the personal liability of its directors for monetary damages for any breach of fiduciary duties as a director.

As permitted by the DGCL, the Registrant’s bylaws that will be in effect at the closing of the offering provide that:

•

the Registrant is required to indemnify its directors and executive officers to the fullest extent permitted by the DGCL, subject to very limited exceptions;

•

the Registrant may indemnify its other employees and agents as set forth in the DGCL;

•

the Registrant is required to advance expenses, as incurred, to its directors and executive officers in connection with a legal proceeding to the fullest extent permitted by the DGCL, subject to very limited exceptions; and

•

the rights conferred in the bylaws are not exclusive.

The Registrant has entered, and intends to continue to enter, into separate indemnification agreements with its directors and executive officers to provide these directors and executive officers additional contractual assurances regarding the scope of the indemnification set forth in the Registrant’s certificate of incorporation and bylaws and to provide additional procedural protections. At present, there is no pending litigation or proceeding involving a director or executive officer of the Registrant regarding which indemnification is sought. Reference is also made to the underwriting agreement to be filed as Exhibit 1.1 to this registration statement, which provides for the indemnification of executive officers, directors and controlling persons of the Registrant against certain liabilities. The indemnification provisions in the Registrant’s certificate of incorporation, bylaws and the indemnification agreements entered into or to be entered into between the Registrant and each of its directors and executive officers may be sufficiently broad to permit indemnification of the Registrant’s directors and executive officers for liabilities arising under the Securities Act. The Registrant currently carries liability insurance for its directors and officers.

II-1

Item

15. Recent Sales of Unregistered Securities.

Set forth below is information regarding all unregistered securities sold, issued or granted by us within the past three years.

On May 1, 2016, October 1, 2016 and October 25, 2016, we granted 1,176.47, 6,470.6 and 2,352.9 Class B Units, respectively, to Keane Management Holdings, LLC pursuant to the Keane Management Holdings LLC Management Incentive Plan. The equityholders of Keane Management Holdings, LLC are certain directors and members of the management team of Keane.

On December 31, 2014 and April 1, 2015, we granted 3,305.79 and 5,509.65 (in the aggregate) Series 3 Class C Units, respectively, to certain members of management under the Keane Class C Management Incentive Plan. Each Series 3 Class C Unit was generally subject to time- and performance- based vesting.

On April 8, 2014, we granted 5,509.65 Series 2 Class C Units, in the aggregate, to certain members of the management team under the Keane Class C Management Incentive Plan. Each Series 2 Class C Unit was generally subject to time- and performance- based vesting.

In connection with the acquisition of the Acquired Trican Operations and the consummation of the Trican transaction on March 16, 2016:

(1) We effected a reclassification of the equity structure of Keane such that the original Series 1 Class C Units in existence prior to the Trican transaction were cancelled and eliminated and the Class A Units and Class B Units of Keane in existence prior to the Trican transaction were reclassified as follows: (a) KG Fracing Acquisition Corp. reclassified 1,000,000.00 old Class A Units into 318,452.46 new Class A Units of Keane; (b) SJK Family Limited Partnership, LP reclassified 69,799.50 old Class B Units into 7,627.86 new Class A Units; (c) KCK Family Limited Partnership, LP reclassified 69,799.50 old Class B Units into 7,627.86 new Class A Units; (d) Brian Keane reclassified 199,975.10 old Class B Units into 20,835.38 new Class A Units; (e) Tim Keane reclassified 199,975.10 old Class B Units into 20,835.38 new Class A Units; and (f) KSD Newco Corp. reclassified 460,450.80 old Class B Units into 47,974.30 new Class A Units.

(2) We entered into contribution and exchange agreements whereby, in connection with certain member loans made to Keane on December 23, 2014: (a) KG Fracing Acquisition Corp. contributed all of its right, title and interest in and to such member loan (other than accrued but unpaid interest, which was cancelled and forgiven) made by KG Fracing Acquisition Corp. to Keane in the amount of $15,000,000 in exchange for 31,101.45 Class A Units; (b) KCK Family Limited Partnership, LP contributed all of its right, title and interest in and to such member loan (other than accrued but unpaid interest, which was cancelled and forgiven) made by KCK Family Limited Partnership, LP to Keane in the amount of $2,500,000 in exchange for 5,183.57 Class A Units; and (c) SJK Family Limited Partnership, LP contributed all of its right, title and interest in and to such member loan (other than accrued but unpaid interest, which was cancelled and forgiven) made by SJK Family Limited Partnership, LP to Keane in the amount of $2,500,000 in exchange for 5,183.57 Class A Units.

(3) We issued and sold Class A Units and Class C Units for an aggregate purchase price of $246,777,777.78 as follows: (a) 176,899.66 Class A Units to KG Fracing Acquisition Corp.; (b) 236,900.83 Class A Units to KGH Investor Holdings, LLC; (c) 10,688.84 Class A Units to KCK Family Limited Partnership, LP; and (d) 10,688.84 Class A Units to SJK Family Limited Partnership, LP.

(4) We issued 100,000 Class A Units and 294,117.65 Class C Units to Trican Well Service, L.P.

(5) Except to the extent the Series 2 or Series 3 Class C Units were cancelled, the holders of the Series 2 Class C Units and Series 3 Class C Units contributed such Class C Units to Keane Management Holdings LLC in exchange for interests in Keane Management Holdings LLC pursuant to the Keane Management Holdings LLC Management Incentive Plan. Keane Management Holdings LLC was issued 85,882.35 Class B Units in Keane.

Any proceeds received from the transactions described above were used for the general working capital of the business.

II-2

In connection with the IPO-Related Transactions, and immediately prior to the effectiveness of this registration statement, we issued shares of common stock to Keane Investor. For a description of the transactions pursuant to which the shares were issued, see the information under the heading “IPO-Related Transactions and Organizational Structure.”

Unless otherwise stated, the sales and/or granting of the above securities were deemed to be exempt from registration under the Securities Act in reliance upon Section 4(a)(2) of the Securities Act (or Regulation D promulgated thereunder), or Rule 701 promulgated under Section 3(b) of the Securities Act as transactions by an issuer not involving any public offering or pursuant to benefit plans and contracts relating to compensation as provided under Rule 701. We did not pay or give, directly or indirectly, any commission or other remuneration, including underwriting discounts or commissions, in connection with any of the issuances of securities listed above. The recipients of the securities in each of these transactions represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof. All recipients had adequate access, through their employment or other relationship with us or through other access to information provided by us, to information about us. The sales of these securities were made without any general solicitation or advertising.

Item

16. Exhibits and Financial Statement Schedules


Exhibit No.			Exhibit Description

	1.1	(*)	Form of Underwriting Agreement among Keane Group, Inc. and the Underwriters

	3.1		Certificate of Incorporation of Keane Group, Inc., including Amendment of Certificate of Incorporation, dated October 13, 2016

	3.2		Form of Bylaws of Keane Group, Inc.

	4.1		Form of Stockholders Agreement by and among Keane Group, Inc. and Keane Investor Holdings LLC

	4.2		Note Purchase Agreement, dated August 8, 2014 by and among KGH Intermediate Holdco II, LLC, as issuer, U.S. Bank National Association, as agent for the purchasers, and the purchasers listed thereto

	4.3		First Amendment to Note Purchase Agreement, dated December 23, 2014, by and among KGH Intermediate Holdco II, LLC, as Issuer, KGH Intermediate Holdco I, the other Note Parties thereto, the required purchasers and U.S. Bank National Association, as agent for the purchasers

	4.4		Second Amendment to Note Purchase Agreement, dated April 7, 2015, by and among KGH Intermediate Holdco II, LLC, as Issuer, KGH Intermediate Holdco I, the other Note Parties party thereto, the required purchasers and U.S. Bank National Association, as agent for the purchasers

	4.5		Third Amendment to Note Purchase Agreement, dated January 25, 2016, by and among KGH Intermediate Holdco II, LLC, as Issuer, KGH Intermediate Holdco I, the other Note Parties party thereto, the required purchasers and U.S. Bank National Association, as agent for the purchasers

	4.6		Fourth Amendment to Note Purchase Agreement, dated March 16, 2016, by and among KGH Intermediate Holdco II, LLC, as Issuer, KGH Intermediate Holdco I, the other Note Parties party thereto, the required purchasers and U.S. Bank National Association, as agent for the purchasers

	5.1	(*)	Opinion of Schulte Roth & Zabel LLP

	10.1		Amended and Restated Revolving Credit and Security Agreement, dated August 8, 2014, by and among KGH Intermediate Holdco I, LLC, KGH Intermediate Holdco II, LLC, Keane Frac, LP, KS Drilling, LLC, Keane Frac ND, LLC and Keane Frac TX, LLC, as borrowers, and PNC Bank, National Association, as lender and agent

II-3


Exhibit No.		Exhibit Description

10.2		First Amendment to Amended and Restated Revolving Credit and Security Agreement, dated December 22, 2014, by and among KGH Intermediate Holdco I, LLC, KGH Intermediate Holdco II, LLC, Keane Frac, LP, KS Drilling, LLC, Keane Frac ND, LLC and Keane Frac TX, LLC, as borrowers, the lenders party thereto, PNC Bank, National Association, as agent lenders, and Keane Frac GP, LLC in its capacity as guarantor

10.3		Second Amendment to Amended and Restated Revolving Credit and Security Agreement, dated April 7, 2015, by and among KGH Intermediate Holdco I, LLC, KGH Intermediate Holdco II, LLC, Keane Frac, LP, KS Drilling, LLC, Keane Frac ND, LLC and Keane Frac TX, LLC, as borrowers, the lenders party thereto, PNC Bank, National Association, as agent lenders, and Keane Frac GP, LLC in its capacity as guarantor

10.4		Third Amendment to Amended and Restated Revolving Credit and Security Agreement, dated March 16, 2016, by and among KGH Intermediate Holdco I, LLC, KGH Intermediate Holdco II, LLC, Keane Frac, LP, KS Drilling, LLC, Keane Frac ND, LLC and Keane Frac TX, LLC, as borrowers, the lenders party thereto, PNC Bank, National Association, as agent lenders, and Keane Frac GP, LLC in its capacity as guarantor

10.5		Credit Agreement, dated March 16, 2016, among KGH Intermediate Holdco II, LLC and Keane Frac, LP, as borrowers, KGH Intermediate Holdco I, LLC, as parent guarantor, the Lenders party thereto, and CLMG Corp., as administrative agent

10.6		Keane Management Holdings LLC Management Incentive Plan

10.7		Form of Keane Group, Inc. Equity and Incentive Award Plan

10.8		Form of Keane Group, Inc. Executive Incentive Bonus Plan

10.9		Form of Indemnification Agreement

10.10		Form of Director Services Agreement

10.11		Form of Amended and Restated Employment Agreement by and among KGH Intermediate Holdco II, LLC, Keane Group, Inc. and James C. Stewart

10.12		Form of Amended and Restated Employment Agreement by and among KGH Intermediate Holdco II, LLC, Keane Group, Inc. and Gregory L. Powell

10.13		Form of Amended and Restated Employment Agreement by and among KGH Intermediate Holdco II, LLC, Keane Group, Inc. and M. Paul DeBonis Jr.

10.14		Employment Agreement, dated as of October 20, 2016, by and between Keane Group Holdings, LLC and Kevin M. McDonald

10.15		Employment Agreement, dated March 15, 2016, by and between KGH Intermediate Holdco II, LLC and James J. Venditto

10.16		Employment Agreement, dated as of February 1, 2016, by and between Keane Group Holdings, LLC and Ian J. Henkes

10.17		Form of Amendment to Employment Agreement, by and among KGH Intermediate Holdco II, LLC, Keane Group, Inc. and James J. Venditto

10.18		Form of Amendment to Employment Agreement, by and among KGH Intermediate Holdco II, LLC, Keane Group, Inc. and Ian J. Henkes

10.19		Form of Assignment Agreement, by and among KGH Intermediate Holdco II, LLC, Keane Group, Inc. and Kevin M. McDonald

II-4


Exhibit No.		Exhibit Description

10.20		Keane Value Creation Plan

10.21		Form of Limited Liability Company Agreement of Keane Investor Holdings LLC, by and among Cerberus International II Master Fund, L.P., Cerberus Institutional Partners, L.P. — Series Four, Cerberus Institutional Partners V, L.P., Cerberus CP Partners, L.P., Cerberus MG Fund, L.P., CIP VI Overseas Feeder, Ltd., CIP VI Institutional Feeder, L.P., JS Keane Coinvestor LLC, Trican Well Services, L.P., SJK Family Limited Partnership, LP, KCK Family Limited Partnership, LP, Tim Keane, Brian Keane, Shawn Keane, Jacquelyn Keane, Cindy Keane, Kevin Keane, Cerberus Capital Management, L.P., S & K Management Services, LLC and the Persons listed on Schedule A thereto

10.22		Asset Purchase Agreement, dated as of January 25, 2016, by and among Keane Group Holdings, LLC, Keane Frac, LP, Trican Well Service Ltd. and the seller companies named therein

10.23		Intellectual Property License Agreement, dated as of March 16, 2016, by and between Trican Well Service Ltd. and Keane Frac LP

10.24		Intellectual Property License Agreement, dated as of March 16, 2016, by and among Trican Well Service Ltd., Trican Well Service, L.P. and Keane Frac LP

21.1		Schedule of Subsidiaries of Keane Group, Inc.

23.1(*)		Consent of Schulte Roth & Zabel LLP (included in Exhibit 5.1)

23.2		Consent of KPMG LLP, Independent Registered Public Accounting Firm

23.3		Consent of KPMG LLP, Independent Registered Public Accounting Firm

23.4		Consent of KPMG LLP, Independent Registered Public Accounting Firm

24.1		Powers of Attorney (included on signature pages of this Registration Statement)

(*)

To be filed by amendment

Item

17. Undertakings

The undersigned registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-5

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on December 14, 2016.


Keane Group, Inc.

By:		/s/ James C. Stewart
Name:		James C. Stewart
Title:		Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer)

The undersigned officers and directors of Keane Group, Inc. hereby constitute and appoint James C. Stewart and Gregory L. Powell, or any one of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place, and stead, in any and all capacities, to sign any and all amendments to the Registration Statement, including post-effective amendments thereto and any registration statements filed pursuant to Rule 462 under the Securities Act of 1933, and to file the same, with all exhibits hereto, and other documents in connection therewith, with the Securities and Exchange Commission, and does hereby grant unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.


Signature	Title	Date

/s/ James C. Stewart James C. Stewart	Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer)	December 14, 2016

/s/ Gregory L. Powell Gregory L. Powell	President and Chief Financial Officer (Principal Financial Officer)	December 14, 2016

/s/ Brian Coe Brian Coe	Chief Accounting Officer (Principal Accounting Officer)	December 14, 2016

/s/ Lucas N. Batzer Lucas N. Batzer	Director	December 14, 2016

/s/ Dale M. Dusterhoft Dale M. Dusterhoft	Director	December 14, 2016

/s/ Marc G. R. Edwards Marc G. R. Edwards	Director	December 14, 2016

/s/ James E. Geisler James E. Geisler	Director	December 14, 2016

/s/ Gary M. Halverson Gary M. Halverson	Director	December 14, 2016

II-6


Signature	Title	Date

/s/ Lisa A. Gray Lisa A. Gray	Director	December 14, 2016

/s/ Shawn Keane Shawn Keane	Director	December 14, 2016

/s/ Elmer D. Reed Elmer D. Reed	Director	December 14, 2016

/s/ Lenard B. Tessler Lenard B. Tessler	Director	December 14, 2016

/s/ Scott Wille Scott Wille	Director	December 14, 2016

II-7


Exhibit No.		Exhibit Description

1.1(*)		Form of Underwriting Agreement among Keane Group, Inc. and the Underwriters

3.1		Certificate of Incorporation of Keane Group, Inc., including Amendment of Certificate of Incorporation, dated October 13, 2016

3.2		Form of Bylaws of Keane Group, Inc.

4.1		Form of Stockholders Agreement by and among Keane Group, Inc. and Keane Investor Holdings LLC

4.2		Note Purchase Agreement, dated August 8, 2014 by and among KGH Intermediate Holdco II, LLC, as issuer, U.S. Bank National Association, as agent for the purchasers, and the purchasers listed thereto

4.3		First Amendment to Note Purchase Agreement, dated December 23, 2014, by and among KGH Intermediate Holdco II, LLC, as Issuer, KGH Intermediate Holdco I, the other Note Parties thereto, the required purchasers and U.S. Bank National Association, as agent for the purchasers

4.4		Second Amendment to Note Purchase Agreement, dated April 7, 2015, by and among KGH Intermediate Holdco II, LLC, as Issuer, KGH Intermediate Holdco I, the other Note Parties party thereto, the required purchasers and U.S. Bank National Association, as agent for the purchasers

4.5		Third Amendment to Note Purchase Agreement, dated January 25, 2016, by and among KGH Intermediate Holdco II, LLC, as Issuer, KGH Intermediate Holdco I, the other Note Parties party thereto, the required purchasers and U.S. Bank National Association, as agent for the purchasers

4.6		Fourth Amendment to Note Purchase Agreement, dated March 16, 2016, by and among KGH Intermediate Holdco II, LLC, as Issuer, KGH Intermediate Holdco I, the other Note Parties party thereto, the required purchasers and U.S. Bank National Association, as agent for the purchasers

5.1(*)		Opinion of Schulte Roth & Zabel LLP

10.1		Amended and Restated Revolving Credit and Security Agreement, dated August 8, 2014, by and among KGH Intermediate Holdco I, LLC, KGH Intermediate Holdco II, LLC, Keane Frac, LP, KS Drilling, LLC, Keane Frac ND, LLC and Keane Frac TX, LLC, as borrowers, and PNC Bank, National Association, as lender and agent

10.2		First Amendment to Amended and Restated Revolving Credit and Security Agreement, dated December 22, 2014, by and among KGH Intermediate Holdco I, LLC, KGH Intermediate Holdco II, LLC, Keane Frac, LP, KS Drilling, LLC, Keane Frac ND, LLC and Keane Frac TX, LLC, as borrowers, the lenders party thereto, PNC Bank, National Association, as agent Lenders, and Keane Frac GP, LLC in its capacity as guarantor

10.3		Second Amendment to Amended and Restated Revolving Credit and Security Agreement, dated April 7, 2015, by and among KGH Intermediate Holdco I, LLC, KGH Intermediate Holdco II, LLC, Keane Frac, LP, KS Drilling, LLC, Keane Frac ND, LLC and Keane Frac TX, LLC, as borrowers, the lenders party thereto, PNC Bank, National Association, as agent Lenders, and Keane Frac GP, LLC in its capacity as guarantor

10.4		Third Amendment to Amended and Restated Revolving Credit and Security Agreement, dated March 16, 2016, by and among KGH Intermediate Holdco I, LLC, KGH Intermediate Holdco II, LLC, Keane Frac, LP, KS Drilling, LLC, Keane Frac ND, LLC and Keane Frac TX, LLC, as borrowers, the lenders party thereto, PNC Bank, National Association, as agent Lenders, and Keane Frac GP, LLC in its capacity as guarantor

10.5		Credit Agreement, dated March 16, 2016, among KGH Intermediate Holdco II, LLC and Keane Frac, LP, as borrowers, KGH Intermediate Holdco I, LLC, as parent guarantor, the lenders party thereto, and CLMG Corp., as administrative agent

10.6		Keane Management Holdings LLC Management Incentive Plan

II-8


Exhibit No.		Exhibit Description

10.7		Form of Keane Group, Inc. Equity and Incentive Award Plan

10.8		Form of Keane Group, Inc. Executive Incentive Bonus Plan

10.9		Form of Indemnification Agreement

10.10		Form of Director Services Agreement

10.11		Form of Amended and Restated Employment Agreement by and among KGH Intermediate Holdco II, LLC, Keane Group, Inc. and James C. Stewart

10.12		Form of Amended and Restated Employment Agreement by and among KGH Intermediate Holdco II, LLC, Keane Group, Inc. and Gregory L. Powell

10.13		Form of Amended and Restated Employment Agreement by and among KGH Intermediate Holdco II, LLC, Keane Group, Inc. and M. Paul DeBonis Jr.

10.14		Employment Agreement, dated as of October 20, 2016, by and between Keane Group Holdings, LLC and Kevin M. McDonald

10.15		Employment Agreement, dated March 15, 2016, by and between KGH Intermediate Holdco II, LLC and James J. Venditto

10.16		Employment Agreement, dated as of February 1, 2016, by and between Keane Group Holdings, LLC and Ian J. Henkes

10.17		Form of Amendment to Employment Agreement, by and among KGH Intermediate Holdco II, LLC, Keane Group, Inc. and James J. Venditto

10.18		Form of Amendment to Employment Agreement, by and among KGH Intermediate Holdco II, LLC, Keane Group, Inc. and Ian J. Henkes

10.19		Form of Assignment Agreement, by and among KGH Intermediate Holdco II, LLC, Keane Group, Inc. and Kevin M. McDonald

10.20		Keane Value Creation Plan

10.21		Form of Limited Liability Company Agreement of Keane Investor Holdings LLC, by and among Cerberus International II Master Fund, L.P., Cerberus Institutional Partners, L.P. —Series Four, Cerberus Institutional Partners V, L.P., Cerberus CP Partners, L.P., Cerberus MG Fund, L.P., CIP VI Overseas Feeder, Ltd., CIP VI Institutional Feeder, L.P., JS Keane Coinvestor LLC, Trican Well Services, L.P., SJK Family Limited Partnership, LP, KCK Family Limited Partnership, LP, Tim Keane, Brian Keane, Shawn Keane, Jacquelyn Keane, Cindy Keane, Kevin Keane, Cerberus Capital Management, L.P., S & K Management Services, LLC and the Persons listed on Schedule A thereto

10.22		Asset Purchase Agreement, dated as of January 25, 2016, by and among Keane Group Holdings, LLC, Keane Frac, LP, Trican Well Service Ltd. and the seller companies named therein

10.23		Intellectual Property License Agreement, dated as of March 16, 2016, by and between Trican Well Service Ltd. and Keane Frac LP

10.24		Intellectual Property License Agreement, dated as of March 16, 2016, by and among Trican Well Service Ltd., Trican Well Service, L.P. and Keane Frac LP

21.1		Schedule of Subsidiaries of Keane Group, Inc.

23.1(*)		Consent of Schulte Roth & Zabel LLP (included in Exhibit 5.1)

23.2		Consent of KPMG LLP, Independent Registered Public Accounting Firm

23.3		Consent of KPMG LLP, Independent Registered Public Accounting Firm

23.4		Consent of KPMG LLP, Independent Registered Public Accounting Firm

24.1		Powers of Attorney (included on signature pages of this Registration Statement)

(*)

To be filed by amendment

II-9

EXHIBIT 3.1

CERTIFICATE OF INCORPORATION

KEANE GROUP, INC.

ARTICLE I

The name of the Corporation is Keane Group, Inc. (the “Corporation”).

ARTICLE II

The address of the registered office of the Corporation in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, 19801, New Castle County. The name of its registered agent at such address is The Corporation Trust Company.

ARTICLE III

The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may now or hereafter be organized under the General Corporation Law of the State of Delaware (the “GCL”).

ARTICLE IV

The total number of shares of all classes of stock which the Corporation shall have authority to issue is five hundred and fifty million (550,000,000), consisting of five hundred million (500,000,000) shares of common stock, par value one cent ($0.01) per share (the “Common Stock”), and (ii) fifty million (50,000,000) shares of preferred stock, par value one cent ($0.01) per share (the “Preferred Stock”). The Board of Directors is hereby expressly authorized, by resolution or resolutions, to provide, out of the unissued shares of Preferred Stock, for one or more series of Preferred Stock and, with respect to each such series, to fix, without further stockholder approval, the designation, powers, preferences and relative, participating, optional or other special rights, including voting powers and rights, and the qualifications, limitations or restrictions thereof, of each series of Preferred Stock pursuant to Section 151 of the GCL.

ARTICLE V

Except as otherwise provided by the GCL or this Certificate of Incorporation, the business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. The total number of directors consisting the Board of Directors shall be not less than 7 directors

nor more than 15 directors, the exact number of directors to be determined from time to time exclusively by resolution adopted by the Board of Directors or in the manner provided herein. Prior to the date upon which Keane Investor Holdings LLC and its respective Affiliates (as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended) or any person who is an express assignee or designee of their respective rights under this Certificate of Incorporation (and such assignee’s or designee’s Affiliates) (the “Keane Control Group” and, of these entities, the entity that is the beneficial owner of the largest number of shares is referred to as the “Designated Controlling Stockholder”) ceases to own, in the aggregate, at least 50% of the then-outstanding shares of Common Stock of the Corporation (the “50% Trigger Date”) the authorized number of directors may be increased or decreased by the Designated Controlling Stockholder. On and after the 50% Trigger Date, the authorized number of directors may be increased or decreased by the affirmative vote of not less than two-thirds (2/3) of the then-outstanding shares of capital stock of the Corporation or by resolution of the Board of Directors. At each annual meeting of stockholders of the Corporation, all directors shall be elected for a one (1) year term and shall hold office until the next annual meeting of stockholders and until their successors shall be elected and shall qualify, subject, however, to prior death, resignation, retirement, disqualification or removal from office.

Vacancies on the Board of Directors by reason of death, resignation, retirement, disqualification, removal from office, or otherwise, and newly created directorships resulting from any increase in the authorized number of directors, shall be filled (i) prior to the 50% Trigger Date, by (x) the Designated Controlling Stockholder or (y) a majority of the directors then in office, although less than a quorum, or by a sole remaining director and (ii) on and after the 50% Trigger Date, solely by a majority of the directors then in office, although less than a quorum, or by a sole remaining director, and shall not be filled by the stockholders. A director elected to fill a vacancy or a newly created directorship shall hold office until the next annual meeting of stockholders and until his or her successor shall be elected and shall qualify, subject, however, to prior death, resignation, retirement, disqualification or removal from office.

ARTICLE VI

On or after the 50% Trigger Date, subject to the special rights of one or more series of Preferred Stock to elect directors, any director or the entire Board of Directors may only be removed from office, either with or without cause, by the affirmative vote of at least two-thirds (2/3) of the total voting power of the outstanding shares of the capital stock of the Corporation then entitled to vote generally in an election of directors, voting together as a single class.

ARTICLE VII

Elections of directors at an annual or special meeting of stockholders need not be by written ballot unless the Bylaws of the Corporation shall otherwise provide.

ARTICLE VIII

A. Special meetings of the stockholders of the Corporation for any purpose or purposes (i) may be called at any time by the Board of Directors, and (ii) shall be called by the Secretary upon the written request of stockholders owning at least twenty-five percent (25%) in amount of the entire capital stock of the Corporation issued and outstanding, and entitled to vote at the special meeting.

B. At any time prior to the 50% Trigger Date, any action required or permitted by the GCL to be taken at a stockholders’ meeting may be taken without a meeting and without prior notice if the action is taken by the written consent of the Designated Controlling Stockholder and by the delivery of consents representing the voting power of stockholders otherwise required under the GCL to effect such action by written consent in lieu of a meeting. On and after the 50% Trigger Date, no action required or permitted by the GCL to be taken at a stockholders’ meeting may be taken by the written consent of stockholders in lieu of a meeting.

ARTICLE IX

The officers of the Corporation shall be chosen in such a manner, shall hold their offices for such terms and shall carry out such duties as are determined by the Board of Directors, subject to the right of the Board of Directors to remove any officer or officers at any time with or without cause.

ARTICLE X

A. The Corporation shall indemnify to the full extent authorized or permitted by law (as now or hereafter in effect) any person made, or threatened to be made, a defendant or witness to any action, suit or proceeding (whether civil or criminal or otherwise) by reason of the fact that such person is or was a director or officer of the Corporation or by reason of the fact that such director or officer, at the request of the Corporation, is or was serving any other corporation, partnership, joint venture, employee benefit plan or other enterprise, in any capacity. Nothing contained herein shall affect any rights to indemnification to which employees other than directors or officers may be entitled by law. No amendment or repeal of this Section A of Article X shall apply to or have any effect on any right to indemnification provided hereunder with respect to

any acts or omissions occurring prior to such amendment or repeal. The rights to indemnification provided under this Section A of Article X shall extent to the testator or intestate of the person to whom such rights are granted.

B. To the fullest extent permitted by law, no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. No amendment to or repeal of this Section B of this Article X shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.

C. In furtherance and not in limitation of the powers conferred by statute:

(i) the Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of law; and

(ii) the Corporation may create a trust fund, grant a security interest and/or use other means (including, without limitation, letters of credit, surety bonds and/or other similar arrangements), as well as enter into contracts providing indemnification to the full extent authorized or permitted by law and including as part thereof provisions with respect to any or all of the foregoing to ensure the payment of such amounts as may become necessary to effect indemnification as provided therein, or elsewhere.

ARTICLE XI

In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly empowered to adopt, amend or repeal the Bylaws of the Corporation. Any adoption, amendment or repeal of the Bylaws by the Board of Directors shall require the approval of a majority of the entire Board of Directors. The stockholders shall also have power to adopt, amend or repeal the Bylaws; provided , however , that, in addition to any vote of the holders of any class or series of stock of the Corporation required by law or by this Certificate of Incorporation, (i) prior to the 50% Trigger Date, in addition to any vote required by law, only the Designated Controlling Stockholder shall have the power to adopt, amend or repeal the Bylaws, and (ii) on and after the 50% Trigger Date, in addition to any vote required by law, this Certificate of Incorporation or the Bylaws, the affirmative vote of the holders of at least two-thirds (2/3) of the voting power of all of the then-outstanding shares of the capital stock of the

Corporation entitled to vote thereon, voting together as a single class, shall be required to adopt, amend or repeal any provision of the Bylaws. Notwithstanding anything in the preceding sentences, in no event shall (x) any amendment or repeal of any Bylaw provision requiring a supermajority vote of the stockholders to take action under such provision be made without the affirmative vote of the same supermajority of the stockholders, and (y) any rights to indemnification or advancement of expenses conferred on the Keane Control Group, directors or officers by the Bylaws be amended or repealed other than prospectively with respect to actions taken on or after the date of such amendment or repeal.

ARTICLE XII

The Corporation reserves the right to repeal, alter amend, or rescind any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred on stockholders herein are granted subject to this reservation.

ARTICLE XIII

Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim for breach of a fiduciary duty owed by any director, officer, employee or agent of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the GCL, the Certificate of Incorporation or the Bylaws or (iv) any action asserting a claim governed by the internal affairs doctrine.

ARTICLE XIV

The Corporation elects not to be governed by Section 203 of the GCL, “Business Combinations With Interested Stockholders”, as permitted under and pursuant to subsection (b)(1) of Section 203 of the DGCL.

ARTICLE XV

Reuben Zaramian is the sole incorporator and his mailing address is c/o Schulte Roth & Zabel LLP, 919 Third Avenue, New York, New York, 10022.

[ Remainder of page intentionally left blank ]

IN WITNESS WHEREOF , the undersigned, being the sole incorporator of the Corporation, does make and file this Certificate of Incorporation, hereby declaring and certifying that the facts herein stated are true, and accordingly has hereunto set his hand this 13 ^th day of October, 2016.


By:	/s/ REUBEN ZARAMIAN
	Name:	Reuben Zaramian
	Title:	Sole Incorporator

EXHIBIT 3.2

BYLAWS

KEANE GROUP, INC.

ARTICLE I

DEFINITIONS

As used in these Bylaws of the Corporation, the terms set forth below shall have the meanings indicated, as follows:

“ 35% Trigger Date ” shall mean the date upon which the Keane Control Group ceases to own, in the aggregate, at least 35% of the then-outstanding shares of Common Stock.

“ 50% Trigger Date ” shall mean the date upon which the Keane Control Group ceases to own, in the aggregate, at least 50% of the then-outstanding shares of Common Stock.

“ Keane Control Group ” shall mean Keane Investor Holdings LLC and its respective Affiliates (as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended) or any person who is an express assignee or designee of their respective rights under this Certificate of Incorporation (and such assignee’s or designee’s Affiliates).

“ Board of Directors ” or “ Board ” shall mean the board of directors of the Corporation.

“ Bylaws ” shall mean these Bylaws of the Corporation, as the same may be amended and/or restated from time to time.

“ Certificate of Incorporation ” shall mean the Certificate of Incorporation of the Corporation, as the same may be amended and/or restated from time to time.

“ Common Stock ” shall mean the common stock, par value $0.01 per share, of the Corporation.

“ Corporation ” shall mean Keane Group, Inc., a Delaware corporation.

“ Delaware Court ” shall mean the Court of Chancery of the State of Delaware.

“ Designated Controlling Stockholder ” shall mean, of the entities in the Keane Control Group, the entity that is the beneficial owner of the largest number of shares of the Common Stock.

“ DGCL ” shall mean the General Corporation Law of the State of Delaware, as amended from time to time.

“ Electronic Transmission ” shall mean any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced on paper form by such a recipient through an automatic process.

“ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended.

“ Proposing Stockholder ” shall mean any stockholder of record other than, prior to the 35% Trigger Date, the Designated Controlling Stockholder, provided that, on or after the 35% Trigger Date, the Designated Controlling Stockholder shall be included as a Proposing Stockholder.

“ Secretary of State ” shall mean the Secretary of State of the State of Delaware.

“ Stockholders’ Agreement ” shall mean that certain Stockholders’ Agreement, dated as of [●], 2016, by and among the Corporation and the holders of stock of the Corporation signatory thereto, as the same may be amended and/or restated from time to time.

ARTICLE II

OFFICES

Section 2.01 Offices . The address of the registered office of the Corporation in the State of Delaware shall be as set forth in the Certificate of Incorporation.

The Corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE III

MEETINGS OF STOCKHOLDERS

Section 3.01 Place of Meeting . Meetings of stockholders shall be held at any place within or outside the State of Delaware designated by the Board of Directors. The Board of Directors may, in its sole discretion, determine that the meeting shall not be held at any place, but may instead be held solely by means of remote communication as provided under the DGCL. In the absence of any such designation, stockholders’ meetings shall be held at the principal executive office of the Corporation.

Section 3.02 Annual Meeting .

(a) The annual meeting of stockholders for the election of directors and for the transaction of such other business as shall have been properly brought before the meeting shall be held on such date and at such time and place, if any, as may be fixed by the Board of Directors and stated in the notice of the meeting. The Board of Directors may postpone, reschedule or cancel any previously scheduled annual meeting of stockholders. At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business (other than the nomination of a person for election of a director, which is governed by Section 4.01 of these Bylaws) must be (i) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, including any committee thereof, (ii) otherwise properly brought before the meeting by or at the direction of the Board of Directors, including

any committee thereof, or, prior to the 35% Trigger Date, the Designated Controlling Stockholder, or (iii) otherwise properly brought before the meeting by a Proposing Stockholder who (A) was a stockholder of record (and, with respect to any beneficial owner, if different, on whose behalf such business is proposed, only if such beneficial owner was the beneficial owner of shares of the Corporation) both at the time of giving the notice provided for in this Section 3.02 and at the time of the meeting, (B) is entitled to vote at the meeting and (C) complied with all of the notice procedures set forth in this Section 3.02 as to such business. Except for proposals made in accordance with Rule 14a-8 under the Exchange Act, and included in the notice of meeting given by or at the direction of the Board of Directors, the foregoing clause (iii) shall be the exclusive means for a Proposing Stockholder to propose business (other than the nomination of a person for election of a director, which is governed by Section 4.01 of these Bylaws) to be brought before an annual meeting of the stockholders. Proposing Stockholders seeking to nominate persons for election to the Board of Directors must comply with the notice procedures set forth in Section 4.01 of these Bylaws, and this Section 3.02 shall not be applicable to nominations except as expressly provided in Section 4.01 of these Bylaws.

(b) Without qualification, for business to be properly brought before an annual meeting by a Proposing Stockholder, such proposed business must constitute a proper matter for stockholder action and the Proposing Stockholder must (i) provide Timely Notice (as defined below) thereof in writing and in proper form to the Secretary of the Corporation and (ii) provide any updates or supplements to such notice at the times and in the forms required by this Section 3.02. To be timely, a Proposing Stockholder’s notice must be delivered to or mailed and received at the principal executive offices of the Corporation not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting (which date shall, for purposes of the Corporation’s first annual meeting of stockholders after its shares of Common Stock are first publicly traded, be deemed to have occurred on [●], 2017); provided, however , that in the event that the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the Proposing Stockholder to be timely must be so delivered not earlier than the 120 ^th day prior to such annual meeting and not later than the 90 ^th day prior to such annual meeting or, if later, the 10 ^th day following the day on which public disclosure of the date of such annual meeting was made (such notice within such time periods, “ Timely Notice ”). In no event shall any adjournment or postponement of an annual meeting or the announcement thereof commence a new time period (or extend any time period) for the giving of Timely Notice as described above.

(c) To be in proper form for purposes of this Section 3.02, a Proposing Stockholder’s notice to the Secretary pursuant to this Section 3.02 shall be required to set forth:

(i) As to the Proposing Stockholder providing the notice and each other Proposing Person (as defined below), (A) the name and address of the Proposing Stockholder providing the notice, as they appear on the Corporation’s books, and each other Proposing Person and (B) the class or series and number of shares of the Corporation that are, directly or indirectly, owned of record or beneficially owned (as defined in Rule 13d-3 under the Exchange Act) by the Proposing Stockholder providing the notice and/or any other Proposing Persons, except that such Proposing Stockholder and/or such other Proposing Persons shall be deemed to beneficially own any shares of any class or series of the Corporation as to which such Proposing Stockholder and/or such other Proposing Person(s) has a right to acquire beneficial ownership at any time in the future;

(ii) As to the Proposing Stockholder providing the notice (or, if different, the beneficial owner on whose behalf such business is proposed) and each other Proposing Person, (A) any derivative, swap or other transaction or series of transactions engaged in, directly or indirectly, by such Proposing Stockholder or beneficial owner, as applicable, and/or any other Proposing Person, the purpose or effect of which is to give such Proposing Stockholder or beneficial owner, as applicable, and/or such other Proposing Person economic risk similar to ownership of shares of any class or series of the Corporation, including due to the fact that the value of such derivative, swap or other transaction is determined by reference to the price, value or volatility of any shares of any class or series of the Corporation, or which derivative, swap or other transaction provides, directly or indirectly, the opportunity to profit from any increase in the price or value of shares of any class or series of the Corporation (“ Synthetic Equity Interests ”), which such Synthetic Equity Interests shall be disclosed without regard to whether (x) such derivative, swap or other transaction conveys any voting rights in such shares to such Proposing Stockholder or beneficial owner, as applicable, and/or such other Proposing Person, (y) the derivative, swap or other transaction is required to be, or is capable of being, settled through delivery of such shares or (z) such Proposing Stockholder or beneficial owner, as applicable, and/or such other Proposing Person may have entered into other transactions that hedge or mitigate the economic effect of such derivative, swap or other transaction, (B) any proxy (other than a revocable proxy given in response to a public proxy solicitation made pursuant to, and in accordance with, the Exchange Act), agreement, arrangement, understanding or relationship pursuant to which such Proposing Stockholder or beneficial owner, as applicable, and/or any other Proposing Person has or shares a right to vote any shares of any class or series of the Corporation, (C) any agreement, arrangement, understanding or relationship, including any repurchase or similar so-called “stock borrowing” agreement or arrangement, engaged in, directly or indirectly, by such Proposing Stockholder or beneficial owner, as applicable, and/or any other Proposing Person, the purpose or effect of which is to mitigate loss to, reduce the economic risk (of ownership or otherwise) of shares of any class or series of the Corporation by, manage the risk of share price changes for, or increase or decrease the voting power of, such Proposing Stockholder or beneficial owner, as applicable, and/or such other Proposing Person with respect to the shares of any class or series of the Corporation, or which provides, directly or indirectly, the opportunity to profit from any decrease in the price or value of the shares of any class or series of the Corporation (“ Short Interests ”), (D)(x) if such Proposing Stockholder or beneficial owner, as applicable, and/or any other Proposing Person is not a natural person, the identity of the natural person or persons associated with such Proposing Stockholder or beneficial owner, as applicable, and/or such other Proposing Person responsible for the formulation of and decision to propose the business to be brought before the meeting (such person or persons, the “ Responsible Person ”), the manner in which such Responsible Person was selected, any fiduciary duties owed by such Responsible Person to the equity holders or other beneficiaries of such Proposing Stockholder and/or beneficial owner, as applicable, and/or such other Proposing Person, the qualifications and background of such Responsible Person and any material interests or relationships of such Responsible Person that are not shared generally by the other stockholders of the Corporation and that reasonably could have influenced the decision of such Proposing Stockholder and/or beneficial owner, as applicable, and/or such other Proposing Person to propose such business to be brought before the

meeting, and (y) if such Proposing Stockholder or beneficial owner, as applicable, and/or any other Proposing Person is a natural person, the qualifications and background of such natural person and any material interests or relationships of such natural person that are not shared generally by the other stockholders of the Corporation and that reasonably could have influenced the decision of such Proposing Stockholder and/or beneficial owner, as applicable, and/or such other Proposing Person to propose such business to be brought before the meeting, (E) any significant equity interests or any Synthetic Equity Interests or Short Interests in any principal competitor of the Corporation held by such Proposing Stockholder and/or beneficial owner, as applicable, and/or any other Proposing Persons, (F) any direct or indirect interest of such Proposing Stockholder and/or beneficial owner, as applicable, and/or any other Proposing Person in any contract with the Corporation, any affiliate of the Corporation (including any employment agreement, collective bargaining agreement or consulting agreement), or any principal competitor of the Corporation, (G) any pending or threatened litigation in which such Proposing Stockholder and/or beneficial owner, as applicable, and/or any other Proposing Person is a party or material participant involving the Corporation or any of its officers or directors, or any affiliate of the Corporation, (H) any material transaction occurring during the prior 12 months between such Proposing Stockholder and/or beneficial owner, as applicable, and/or any other Proposing Person, on the one hand, and the Corporation, any affiliate of the Corporation or any principal competitor of the Corporation, on the other hand, (I) any other information relating to such Proposing Stockholder and/or beneficial owner, as applicable, and/or any other Proposing Person that would be required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies by such Proposing Stockholder or beneficial owner, as applicable, and/or such other Proposing Person in support of the business proposed to be brought before the meeting pursuant to Section 14 of the Exchange Act and the rules and regulations thereunder, (J) a representation that the Proposing Stockholder is a holder of record of stock of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such business and (K) a representation whether the Proposing Stockholder and/or beneficial owner, if any, and/or any other Proposing Person intends or is part of a group that intends (a) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s outstanding Common Stock required to approve or adopt the proposal and/or (b) otherwise to solicit proxies from stockholders in support of such proposal (the disclosures to be made pursuant to the foregoing clauses (A) through (K) are referred to as “ Disclosable Interests ”); and

(iii) As to each matter the Proposing Stockholder proposes to bring before the annual meeting, (A) a brief description of the business desired to be brought before the annual meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration and, in the event that such business includes a proposal to amend these Bylaws, the language of the proposed amendment), the reasons for conducting such business at the annual meeting and any material interest in such business of the Proposing Stockholder providing the notice and/or any other Proposing Person and (B) a reasonably detailed description of all agreements, arrangements and understandings between or among the Proposing Stockholder providing the notice, any other Proposing Person and/or any other persons or entities (including their names) in connection with the proposal of such business by such Proposing Stockholder.

For purposes of this Section 3.02, the term “ Proposing Person ” shall mean (i) the Proposing Stockholder providing the notice of business proposed to be brought before an annual meeting, (ii) the beneficial owner or owners, if different, on whose behalf the business proposed to be brought before the annual meeting is made, (iii) any affiliate or associate (as such terms are defined in Rule 12b-2 under the Exchange Act) of such beneficial owner and (iv) any other person with whom such Proposing Stockholder or beneficial owner (or any of their respective affiliates or associates) is Acting in Concert (as defined below).

A person shall be deemed to be “ Acting in Concert ” with another person for purposes of these Bylaws if such person knowingly acts (whether or not pursuant to an express agreement, arrangement or understanding) in concert with, or towards a common goal relating to the management, governance or control of the Corporation in parallel with, such other person where (A) each person is conscious of the other person’s conduct or intent and this awareness is an element in their decision-making processes and (B) at least one additional factor suggests that such persons intend to act in concert or in parallel, which such additional factors may include, without limitation, exchanging information (whether publicly or privately), attending meetings, conducting discussions or making or soliciting invitations to act in concert or in parallel; provided , that a person shall not be deemed to be Acting in Concert with any other person solely as a result of the solicitation or receipt of revocable proxies from such other person in connection with a public proxy solicitation pursuant to, and in accordance with, the Exchange Act. A person which is Acting in Concert with another person shall be deemed to be Acting in Concert with any third party who is also acting in concert with such other person.

(d) A Proposing Stockholder providing notice of business proposed to be brought before an annual meeting shall further update and supplement such notice, if necessary, so that the information provided or required to be provided in such notice pursuant to this Section 3.02 shall be true and correct as of the record date for notice of the meeting and as of the date that is ten business days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to or mailed and received by the Secretary at the principal executive offices of the Corporation not later than five business days after the record date for notice of the meeting (in the case of the update and supplement required to be made as of the record date for notice of the meeting), and not later than eight business days prior to the date for the meeting or any adjournment or postponement thereof (in the case of the update and supplement required to be made as of ten business days prior to the meeting or any adjournment or postponement thereof).

(e) Notwithstanding anything in these Bylaws to the contrary, no business shall be conducted at an annual meeting except in accordance with the procedures set forth in this Section 3.02 (including the requirement in the case of business to be brought before the meeting by a Proposing Stockholder that such Proposing Stockholder update and supplement the notice of proposed business set forth in clause (d) above). The person presiding over the annual meeting shall, if the facts warrant, determine that the business was not properly brought before the meeting in accordance with the provisions of this Section 3.02, and if he or she should so determine, he or she shall so declare to the meeting, and any such business not properly brought before the meeting shall not be transacted. Notwithstanding the foregoing provisions of this Section 3.02, unless otherwise required by law, if the Proposing Stockholder (or a qualified representative of the Proposing Stockholder) does not appear at the annual meeting of

stockholders of the Corporation to present the proposed business, such proposed business shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the Corporation. For purposes of this Section 3.02, to be considered a qualified representative of the Proposing Stockholder, a person must be a duly authorized officer, manager or partner of such Proposing Stockholder or must be authorized by a writing executed by such Proposing Stockholder or an Electronic Transmission delivered by such Proposing Stockholder to act for such Proposing Stockholder as proxy at the meeting of stockholders and such person must produce such writing or Electronic Transmission, or a reliable reproduction of the writing or Electronic Transmission, at the meeting of stockholders.

(f) In addition to the requirements of this Section 3.02 with respect to any business proposed to be brought before an annual meeting, each Proposing Person shall comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to any such business. This Section 3.02 shall not be deemed to affect the rights of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act.

(g) For purposes of these Bylaws, “public disclosure” shall mean disclosure in a press release reported by a national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Sections 13, 14 or 15(d) of the Exchange Act and the rules and regulations thereunder.

Section 3.03 Quorum; Adjournments . A majority in voting power of the shares of Common Stock issued and outstanding and entitled to vote at the meeting of stockholders, the holders of which are present in person, present by means of remote communication in a manner, if any, authorized by the Board of Directors in its sole discretion or represented by proxy, shall constitute a quorum for the transaction of business except as otherwise provided by law, by the Certificate of Incorporation or by these Bylaws. A quorum, once established, shall not be broken by the withdrawal of enough votes to leave less than a quorum. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the person presiding at the meeting or, if directed to be voted on by the person presiding at the meeting, the stockholders present or represented by proxy at the meeting and entitled to vote thereon, although less than a quorum, may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the original meeting. If the adjournment is for more than 30 days, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If after the adjournment a new record date for determination of stockholders entitled to vote is required for the adjourned meeting, the Board of Directors shall fix the record date for determining stockholders entitled to notice of such adjourned meeting, and a notice of the adjourned meeting shall be given to each stockholder of record as of the record date so fixed for notice of such adjourned meeting.

Section 3.04 Voting . Except as otherwise provided by the Certificate of Incorporation or applicable law, each stockholder shall have one vote for each share of stock having voting power, registered in such stockholder’s name on the books of the Corporation on the record date set by the Board of Directors for determining the stockholders entitled to vote at a

meeting of stockholders as provided in Section 7.04 hereof. When a quorum is present at any meeting, a majority of the votes cast by the shares present or represented by proxy at the meeting and entitled to vote on the subject matter shall decide any questions brought before such meeting, unless the question is one upon which by express provisions of applicable law, regulation applicable to the Corporation or its securities, the rules or regulations of any stock exchange applicable to the Corporation or the Certificate of Incorporation or these Bylaws, a different vote is required, in which case such express provision shall govern and control the decision of such question. Except as otherwise provided by these Bylaws, at any meeting for the election of directors at which a quorum is present, each director of the Corporation shall be elected by the vote of a majority of the votes cast with respect to that director’s election by the shares present or represented by proxy at the meeting and entitled to vote on the election of directors. Notwithstanding the foregoing sentence, if, as of the tenth (10th) day preceding the date the Corporation first mails its notice of meeting for such meeting of stockholders, the number of nominees exceeds the number of directors to be elected (a “ Contested Election ”), the directors shall be elected by the vote of a plurality of the votes cast. In a Contested Election, stockholders shall be given the choice to cast “for” or “withhold” votes for the election of directors, and shall not have the ability to cast any other vote with respect to such election of directors. For purposes of this Section, a “majority of the votes cast” means that the number of votes cast “for” a proposal or a candidate for director must exceed the number of votes cast “against” that proposal or candidate for director (with “abstentions” and “broker non-votes” (i.e., shares held by a bank, broker or other nominee which are present or represented by proxy at the meeting, but with respect to which such bank, broker or nominee is not empowered to vote) not counted as votes cast either “for” or “against” such proposal or candidate for director).

Section 3.05 Proxies . Each stockholder having the right to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy in a manner permitted by applicable law. No such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period.

Section 3.06 Special Meetings . Unless otherwise provided by the Certificate of Incorporation, special meetings of the stockholders, for any purpose or purposes, (i) may be called at any time by the Board of Directors, and (ii) shall be called by the Secretary upon the written request of stockholders owning at least 25% in amount of the Common Stock issued and outstanding, and entitled to vote at the special meeting. Such request shall set forth (i) if the purpose of the meeting relates to business other than the election or appointment of directors, all information as is required to be included in a notice delivered to the Corporation pursuant to Section 3.02(c) hereof (and, in such circumstance, the requirements of Section 3.02(d) hereof shall also apply) and (ii) if the purpose of the meeting includes the appointment or election of one or more members of the Board of Directors, all information as would be required to be included in a notice delivered to the Corporation pursuant to Section 4.01(d) hereof (and, in such circumstance, the requirements of Section 4.01(e) hereof shall also apply). The Board of Directors or, prior to the 35% Trigger Date, the Designated Controlling Stockholder, may bring business before a special meeting of stockholders called by the Secretary upon the request of the Stockholders. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice. The Board of Directors may postpone, reschedule or cancel any previously scheduled special meeting of stockholders, whether called by them or otherwise.

Section 3.07 Notice to Stockholders .

(a) Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which notice shall state the place, if any, date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, the record date for determining stockholders entitled to vote at the meeting (if such date is different from the record date for stockholders entitled to notice of the meeting) and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Except as otherwise provided by law, such written notice of any meeting shall be given to each stockholder entitled to vote at such meeting as of the record date for determining the stockholders entitled to notice of the meeting, not less than ten nor more than 60 days before the date of the meeting. If mailed, notice is deemed given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the records of the Corporation.

(b) Except as otherwise prohibited by the DGCL and without limiting the foregoing, any notice to stockholders given by the Corporation under any provision of the DGCL, the Certificate of Incorporation or these Bylaws shall be effective if given by a form of Electronic Transmission consented to by the stockholder to whom the notice is given. Any such consent shall be revocable by the stockholder by written notice to the Corporation. Any such consent shall be deemed revoked if (i) the Corporation is unable to deliver by Electronic Transmission two consecutive notices given by the Corporation in accordance with such consent and (ii) such inability becomes known to the Secretary or an Assistant Secretary of the Corporation or to the transfer agent of the Corporation, or other person responsible for the giving of notice; provided, however, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action. Any such notice shall be deemed given (i) if by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive notice; (ii) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice; (iii) if by a posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of (A) such posting and (B) the giving of such separate notice; and (iv) if by any other form of Electronic Transmission, when directed to the stockholder.

(c) Except as otherwise prohibited under the DGCL and without limiting the manner by which notice otherwise may be given to stockholders, any notice to stockholders given by the Corporation under any provision of the DGCL, the Certificate of Incorporation or these Bylaws may be given by a single written notice to stockholders who share an address if consented to by the stockholders at that address to whom such notice is given. Such consent shall have been deemed to have been given if a stockholder fails to object in writing to the Corporation within 60 days of having been given written notice by the Corporation of its intention to send the single notice as set forth in this Section 3.07(c). Any such consent shall be revocable by the stockholders by written notice to the Corporation.

Section 3.08 List of Stockholders . The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting (provided,

however, if the record date for determining the stockholders entitled to vote is less than ten days before the date of the meeting, the list shall reflect the stockholders entitled to vote as of the tenth day before the meeting date), arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, for a period of at least ten days prior to the meeting, (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the principal place of business of the Corporation. If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof and may be inspected by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting. Except as otherwise provided by law, such list shall be the only evidence as to who are the stockholders entitled to examine the list of stockholders required by this Section 3.08 or to vote in person or by proxy at any meeting of the stockholders. The Corporation shall not be required to include electronic mail addresses or other electronic contact information on such list.

Section 3.09 Written Consent of Stockholders in Lieu of Meeting . Unless otherwise provided in the Certificate of Incorporation, at any time prior to the 50% Trigger Date, any action required or permitted by the DGCL to be taken at a stockholders’ meeting may be taken without a meeting and without prior notice in the manner provided in the Certificate of Incorporation and the DGCL.

Section 3.10 Conduct of Meetings .

(a) Meetings of stockholders shall be presided over by the Chairperson of the Board of Directors, if any, or in the Chairperson’s absence by the Chief Executive Officer, or in the Chief Executive Officer’s absence, by the President, or in the President’s absence by a Vice President, or in the absence of all of the foregoing persons by a person designated by the Board of Directors. The Secretary shall act as secretary of the meeting, but in the Secretary’s absence the person presiding over the meeting may appoint any person to act as secretary of the meeting.

(b) The Board of Directors may adopt by resolution such rules, regulations and procedures for the conduct of any meeting of stockholders of the Corporation as it shall deem appropriate including, without limitation, such guidelines and procedures as it may deem appropriate regarding the presence and participation by means of remote communication of stockholders and proxy holders not physically present at a meeting. Except to the extent inconsistent with such rules, regulations and procedures as adopted by the Board of Directors, the person presiding over any meeting of stockholders shall have the right and authority to convene and (for any or no reason) to recess and/or adjourn the meeting, to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such person, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the person presiding over the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting

and the safety of those present; (iii) limitations on attendance at or participation in the meeting to stockholders of record of the Corporation, their duly authorized and constituted proxies or such other persons as shall be determined; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (v) limitations on the time allotted to questions or comments by participants. Unless and to the extent determined by the Board of Directors or the person presiding over the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.

(c) The person presiding over the meeting shall announce at the meeting when the polls for each matter to be voted upon at the meeting will be opened and closed. After the polls close, no ballots, proxies or votes or any revocations or changes thereto may be accepted.

(d) In advance of any meeting of stockholders, the Board of Directors, the Chairperson of the Board, the Chief Executive Officer or the President shall appoint one or more inspectors of election to act at the meeting and make a written report thereof. One or more other persons may be designated as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is present, ready and willing to act at a meeting of stockholders, the person presiding over the meeting shall appoint one or more inspectors to act at the meeting. Unless otherwise required by law, inspectors may be officers, employees or agents of the Corporation. Each inspector, before entering upon the discharge of such inspector’s duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of such inspector’s ability. The inspector shall have the duties prescribed by law and, when the vote is completed, shall make a certificate of the result of the vote taken and of such other facts as may be required by law. Every vote taken by ballots shall be counted by a duly appointed inspector or duly appointed inspectors.

ARTICLE IV

DIRECTORS

Section 4.01 Election of Directors .

(a) The total number of directors constituting the Board of Directors shall be as fixed in, or be determined in the manner provided by, the Certificate of Incorporation. At each annual meeting of stockholders of the Corporation, all directors shall be elected for a one (1) year term and shall hold office until the next annual meeting of stockholders and until their successors shall be elected and shall qualify, subject, however, to prior death, resignation, retirement, disqualification or removal from office. Election of directors need not be by written ballot. The directors need not be stockholders.

With respect to nominations by Proposing Stockholders, only persons who are nominated in accordance with the following procedures shall be eligible for election as directors. Nominations of persons for election to the Board of Directors at an annual meeting or at a special meeting (but only if the Board, or pursuant to Section 3.06 of these Bylaws, the stockholders, have first determined that directors are to be elected at such special meeting) may be made at such meeting (i) specified in the notice of meeting given by or at the direction of the Board of Directors, including any committee thereof, (ii) brought before the meeting by or at the direction of the Board of Directors, including any committee thereof or, prior to the 35% Trigger Date, the

Designated Controlling Stockholder, or (iii) by any Proposing Stockholder who (A) was a stockholder of record (and, with respect to any beneficial owner, if different, on whose behalf such nomination is proposed to be made, only if such beneficial owner was the beneficial owner of shares of the Corporation) both at the time of giving the notice provided for in this Section 4.01 and at the time of the meeting, (B) is entitled to vote at the meeting and (C) complied with the notice procedures set forth in this Section 4.01 as to such nomination. This Section 4.01 shall be the exclusive means for a Proposing Stockholder to propose any nomination of a person or persons for election to the Board to be considered by the stockholders at an annual meeting or special meeting.

Without qualification, for nominations to be made at an annual meeting by a Proposing Stockholder, the Proposing Stockholder must (i) provide Timely Notice (as defined in Section 3.02 of these Bylaws) thereof in writing and in proper form to the Secretary of the Corporation and (ii) provide any updates or supplements to such notice at the times and in the forms required by this Section 4.01. Without qualification, if the Board has first determined that directors are to be elected at such special meeting (or if a special meeting is called pursuant to Section 3.06 hereof and relates to the election or appointment of directors), then for nominations to be made at a special meeting by a Proposing Stockholder, the Proposing Stockholder must (i) provide Timely Notice thereof in writing and in proper form to the Secretary of the Corporation at the principal executive offices of the Corporation and (ii) provide any updates or supplements to such notice at the times and in the forms required by this Section 4.01. To be timely, a Proposing Stockholder’s notice for nominations to be made at a special meeting by a Proposing Stockholder must be delivered to or mailed and received at the principal executive offices of the Corporation not earlier than the 120 ^th day prior to such special meeting and not later than the 90 ^th day prior to such special meeting or, if later, the 10 ^th day following the day on which public disclosure (as defined in Section 3.02 of these Bylaws) of the date of such special meeting was first made. In no event shall any adjournment or postponement of an annual meeting or special meeting or the announcement thereof commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

To be in proper form for purposes of this Section 4.01, a Proposing Stockholder’s notice to the Secretary pursuant to this Section 4.01 shall be required to set forth:

(i) As to the Proposing Stockholder providing the notice and each other Proposing Person (as defined below), (A) the name and address of the Proposing Stockholder providing the notice, as they appear on the Corporation’s books, and of the other Proposing Persons, (B) a representation that the Proposing Stockholder is a holder of record of stock of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such nomination, (C) a representation whether the Proposing Stockholder or the beneficial owner, if any, and/or any other Proposing Person intends or is part of a group that intends (a) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s outstanding Common Stock required to elect the nominee and/or (b) otherwise to solicit proxies from stockholders in support of such nomination, and (D) any Disclosable Interests (as defined in Section 3.02 of these Bylaws) of the Proposing Stockholder providing the notice (or, if different, the beneficial owner on whose behalf such notice is given) and/or each other Proposing Person;

(ii) As to each person whom the Proposing Stockholder proposes to nominate for election as a director, (A) all information with respect to such proposed nominee that would be required to be set forth in a Proposing Stockholder’s notice pursuant to this Section 4.01 if such proposed nominee were a Proposing Person, (B) all information relating to such proposed nominee that is required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors in a contested election pursuant to Section 14 under the Exchange Act and the rules and regulations thereunder (including such proposed nominee’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected) and (C) a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships, between or among the Proposing Stockholder providing the notice (or, if different, the beneficial owner on whose behalf such notice is given) and/or any Proposing Person, on the one hand, and each proposed nominee, his or her respective affiliates and associates and any other persons with whom such proposed nominee (or any of his or her respective affiliates and associates) is Acting in Concert (as defined in Section 3.02 of these Bylaws), on the other hand, including, without limitation, all information that would be required to be disclosed pursuant to Item 404 under Regulation S-K if such Proposing Stockholder or beneficial owner, as applicable, and/or such Proposing Person were the “registrant” for purposes of such rule and the proposed nominee were a director or executive officer of such registrant; and

(iii) The Corporation may require any proposed nominee to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as an independent director of the Corporation or that could be material to a reasonable stockholder’s understanding of the independence or lack of independence of such proposed nominee.

For purposes of this Section 4.01, the term “ Proposing Person ” shall mean (i) the Proposing Stockholder providing the notice of the nomination proposed to be made at the annual or special meeting, (ii) the beneficial owner or owners, if different, on whose behalf the nomination proposed to be made at the annual or special meeting is made, (iii) any affiliate or associate of such beneficial owner (as such terms are defined in Rule 12b-2 under the Exchange Act) and (iv) any other person with whom such Proposing Stockholder or such beneficial owner (or any of their respective affiliates or associates) is Acting in Concert.

A Proposing Stockholder providing notice of any nomination proposed to be made at an annual or special meeting shall further update and supplement such notice, if necessary, so that the information provided or required to be provided in such notice pursuant to this Section 4.01 shall be true and correct as of the record date for the annual or special meeting and as of the date that is ten business days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to or mailed and received by the Secretary at the principal executive offices of the Corporation not later than five business days after the record date for the meeting (in the case of the update and supplement required to be made as of the record date), and not later than eight business days prior to the date for the meeting or any adjournment or postponement thereof (in the case of the update and supplement required to be made as of ten business days prior to the meeting or any adjournment or postponement thereof).

Notwithstanding anything in these Bylaws to the contrary, no person nominated by a Proposing Stockholder shall be eligible for election as a director of the Corporation unless nominated in accordance with the procedures set forth in this Section 4.01. The person presiding over the annual or special meeting shall, if the facts warrant, determine that a nomination was not properly made in accordance with the provisions of this Section 4.01 (including the requirement to update and supplement a Proposing Stockholder’s notice of any nomination set forth in clause (e) above), and if he or she should so determine, he or she shall so declare such determination to the meeting, and the defective nomination shall be disregarded. Notwithstanding the foregoing provisions of this Section 4.01, unless otherwise required by law, if the Proposing Stockholder (or a qualified representative of the Proposing Stockholder) does not appear at the annual or special meeting of stockholders of the Corporation to present a nomination, such nomination shall be disregarded, notwithstanding that proxies in respect of such vote may have been received by the Corporation. For purposes of this Section 4.01, to be considered a qualified representative of the Proposing Stockholder, a person must be a duly authorized officer, manager or partner of such Proposing Stockholder or must be authorized by a writing executed by such Proposing Stockholder or an Electronic Transmission delivered by such Proposing Stockholder to act for such Proposing Stockholder as proxy at the meeting of stockholders and such person must produce such writing or Electronic Transmission, or a reliable reproduction of the writing or Electronic Transmission, at the meeting of stockholders.

This Section 4.01 is expressly intended to apply to any nomination by a Proposing Stockholder proposed to be brought before an annual or special meeting. In addition to the requirements of this Section 4.01 with respect to any nomination by a Proposing Stockholder proposed to be made at an annual or special meeting, each Proposing Person shall comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to any such nominations. Nothing in this Section 4.01 shall be deemed to affect any rights of the holders of any series of preferred stock to elect directors pursuant to any applicable provisions of the Certificate of Incorporation or the rights of the Designated Controlling Stockholder as agreed with the Corporation.

Section 4.02 Vacancies . Vacancies on the Board of Directors by reason of death, resignation, retirement, disqualification, removal from office, or otherwise, and newly created directorships resulting from any increase in the authorized number of directors, shall be filled as provided in the Certificate of Incorporation. A director elected to fill a vacancy or a newly created directorship shall hold office until the next annual meeting of stockholders and until his or her successor shall be elected and shall qualify, subject, however, to prior death, resignation, retirement, disqualification or removal from office.

Section 4.03 Removal . Any director or the entire Board of Directors may be removed from office in the manner provided in the Certificate of Incorporation.

Section 4.04 General Powers . Except as otherwise provided by law or the Certificate of Incorporation, the business and affairs of the Corporation shall be managed by or under the direction of its Board of Directors.

Section 4.05 Place of Meeting . The Board may hold its meetings at such place or places within or without the State of Delaware as it may from time to time determine.

Section 4.06 Regular Meetings . Regular meetings of the Board of Directors may be held without notice at such time and place as shall from time to time be determined by the Board.

Section 4.07 Special Meetings . Special meetings of the Board of Directors may be called by the Chairperson of the Board of Directors. Special meetings also shall be called by the Secretary on the written request of any two directors unless the Board consists of only one director, in which case special meetings shall be called by the Secretary on the written request of the sole director. Notice of the time, date and place of such meeting shall be given, orally or in writing, by the person or persons calling or requesting the meeting to all directors at least four days before the meeting if the notice is mailed, or at least 24 hours before the meeting if such notice is given by telephone, hand delivery, overnight express courier, facsimile, electronic mail or other Electronic Transmission. Unless otherwise indicated in the notice, any and all business may be transacted at a special meeting, provided that notice of the special meeting shall state the purpose or purposes of the special meeting. The notice shall be deemed given:

(i) in the case of hand delivery or notice by telephone, when received by the director to whom notice is to be given or by any person accepting such notice on behalf of such director,

(ii) in the case of delivery by mail, upon deposit in the United States mail, postage prepaid, directed to the director to whom notice is being given at such director’s address as it appears on the records of the Corporation,

(iii) in the case of delivery by overnight express courier, on the first business day after such notice is dispatched, and

(iv) in the case of delivery via facsimile, electronic mail or other Electronic Transmission, when sent to the director to whom notice is to be given at such director’s facsimile number or electronic mail address, as the case may be, as shown on the Corporation’s records.

Section 4.08 Quorum; Adjournments . At all meetings of the Board of Directors a majority of the authorized number of directors shall be necessary and sufficient to constitute a quorum for the transaction of business, and the vote of a majority of the directors present at any meeting at which there is a quorum, shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute, by the Certificate of Incorporation or by these Bylaws. If a quorum shall not be present at any meeting of the Board of Directors the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. If only one director is authorized, such sole director shall constitute a quorum.

Section 4.09 Unanimous Action in Lieu of a Meeting . Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board or committee, as the case may be, consent thereto in writing, or by Electronic Transmission, and the writing or writings or Electronic Transmission

or transmissions are filed with the minutes of proceedings of the Board or committee, respectively. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

Section 4.10 Conference Call Meetings . Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at such meeting.

Section 4.11 Committees . The Board of Directors may designate one or more committees, each such committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to approving or adopting, or recommending to the stockholders, any action or matter (other than the election or removal of directors) expressly required by the DGCL to be submitted to stockholders for approval or adopting, amending or repealing these Bylaws.

Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.

Section 4.12 Compensation . Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, the Board of Directors shall have the authority to fix the compensation of directors, including the granting of equity interests (which may include profits interests and Synthetic Equity Interests) of the Corporation to the directors. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings or a stated salary as a committee member. The terms of any compensation (including the granting of equity interests of the Corporation) paid to directors shall be as determined by the Board of Directors.

ARTICLE V

OFFICERS

Section 5.01 Generally . The Board of Directors shall from time to time elect or appoint such officers as it shall deem necessary or appropriate to the management and operation of the Corporation, including, without limitation, a Chief Executive Officer (“ CEO ”), President (which may be the CEO), a Secretary, a Chief Financial Officer and a Treasurer (which may be the Chief Financial Officer). The Board of Directors or the CEO shall have the power and authority to appoint as officers one or more [Executive Vice Presidents, Senior Vice Presidents, Vice Presidents, a Chief Operating Officer, a Chief Administrative Officer and a Chief Marketing Officer]. ¹ The officers of the Corporation shall exercise such powers and perform such duties as are specified in these Bylaws, in a resolution of the Board of Directors or, in the case of an officer appointed by the CEO, as specified by the CEO. Any person may hold two or more offices simultaneously, and no officer need be a stockholder of the Corporation.

In addition to the authority of the CEO to appoint officers as set forth above, if so provided by resolution of the Board, any officer may be delegated the authority to appoint one or more officers or assistant officers, which appointed officers or assistant officers shall have the duties and powers specified in the resolution of the Board or as determined by such officer.

Section 5.02 Compensation . The officers of the Corporation shall be entitled to such salaries, compensation or reimbursement as shall be fixed or allowed from time to time by the Board of Directors or any duly authorized committee thereof. In fixing the salaries, compensation and reimbursement of the officers of the Company other than the CEO, the Board of Directors may, among other things, take into account the recommendation of the CEO.

Section 5.03 Term; Removal . Each officer shall hold office until such officer’s successor is elected or appointed and qualified or until such officer’s earlier resignation or removal. Any officer may be removed at any time, with or without cause, by the Board of Directors. Any officer appointed by the CEO may be removed at any time by the CEO. If the office of any officer or officers becomes vacant for any reason, the vacancy shall be filled by the Board of Directors or by the CEO.

Section 5.04 Duties .

(a) Chairperson of the Board . The Chairperson of the Board shall, if present, preside at all meetings of the stockholders and of the Board. The Chairperson of the Board shall also perform such other duties and may exercise such other powers as may be assigned by these Bylaws or prescribed by the Board from time to time. If there is no President, the Chairperson of the Board shall in addition be the CEO and shall have the powers and duties prescribed in paragraph (c) of this Section 5.04.

(b) Chief Executive Officer . The CEO shall be the principal executive officer of the Corporation and shall have such other title or titles designated by the Board. Subject to the control of the Board, the CEO shall in general manage, supervise and control all of the business and affairs of the Corporation. He or she shall have authority to conduct all ordinary business on behalf of the Corporation and may execute and deliver on behalf of the Corporation any contract, conveyance or similar document; and in general shall perform all duties incident to the office of the CEO of a corporation and such other duties as may be prescribed by the Board or these Bylaws from time to time.

¹	Need input from Keane management.

(c) President . The President shall perform such duties and shall have such powers as the Board or the CEO (if the President is not the CEO) may from time to time prescribe.

(d) Treasurer . The Treasurer (who shall have any other title or titles designated by the Board or the CEO, including without limitation, in the Board’s or the CEO’s discretion, Chief Financial Officer) shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys, and other valuable effects in the name and to the credit of the Corporation, in such depositories as may be designated by the Board. He or she shall disburse the funds of the corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the Board, at its regular meetings, or when the Board so requires, an account of all his or her transactions as Treasurer and of the financial condition of the Corporation. If required by the Board, he or she shall give the Corporation a bond, in such sum and with such surety or sureties as shall be satisfactory to the Board, for the faithful performance of the duties of his or her office and for the restoration to the Corporation, in case of his or her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his or her possession or under his or her control belonging to the Corporation. The Treasurer in general shall perform all duties incident to the office of the Treasurer of a corporation and such other duties as may be prescribed by the Board, the CEO or these Bylaws from time to time.

(e) Secretary . The Secretary shall: (1) attend and keep the minutes of the stockholders’ meetings and of the Board’s meetings in one or more books provided for that purpose, and perform like duties for the standing committees of the Board when required by the Board; (2) see that all notices are duly given in accordance with the provisions of these Bylaws or as otherwise required by law or the provisions of the Certificate of Incorporation; (3) be custodian of the corporate records and of the seal of the Corporation and see that the seal of the Corporation is affixed to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized; (4) maintain, or cause an agent designated by the Board to maintain, a record of the Corporation’s stockholders in a form that permits the preparation of a list of the names and addresses of all stockholders in alphabetical order by class of shares, showing the number and class of shares held by each; (5) have general charge of the stock transfer books of the Corporation or responsibility for supervision, on behalf of the Corporation, of any agent to which stock transfer responsibility has been delegated by the Board; (6) have responsibility for the custody, maintenance and preservation of those corporate records which the Corporation is required by the DGCL or otherwise to create, maintain or preserve; and (7) in general perform all duties incident to the office of Secretary of a corporation and such other duties as may be assigned by the Board, the CEO or these Bylaws from time to time.

(f) Deputy Officers . The Board may create one or more deputy officers whose duties shall be, among any other designated thereto by the Board, to perform the duties of the officer to which such office has been deputized in the event of the unavailability, death or inability or refusal of such officer to act. Deputy officers may hold such titles as designated therefor by the Board; however, any office designated with the prefix “Vice” or “Deputy” shall

be, unless otherwise specified by resolution of the Board, automatically a deputy officer to the office with the title of which the prefix term is conjoined. Deputy officers shall have such other duties as prescribed by the Board or the CEO from time to time.

(g) Assistant Officers . The Board may appoint one or more officers who shall be assistants to principal officers of the Corporation, or their deputies, and who shall have such duties as shall be delegated to such assistant officers by the Board or such principal officers, including the authority to perform such functions of those principal officers in the place of and with full authority of such principal officers as shall be designated by the Board or (if so authorized) by such principal officers. The Board may by resolution authorize appointment of assistant officers by those principal officers to which such appointed officers will serve as assistants.

ARTICLE VI

INDEMNIFICATION

Section 6.01 Indemnification .

(a) The Corporation shall indemnify and hold harmless to the full extent permitted by law (as now or hereafter in effect) any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he or she is or was a director, officer, employee or agent of the Corporation, or, while serving as a director, officer, employee or agent of the Corporation, is or was serving at the request of the Corporation, any other corporation, partnership, joint venture, trust or other enterprise in any capacity, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful. Notwithstanding this Section 6.01(a) or the provisions of Section 6.01(b) hereof, except as otherwise provided in Section 6.01(f) hereof, the Corporation shall be required to indemnify a covered person in connection with a proceeding (or part thereof) commenced by such covered person only if the commencement of such proceeding (or part thereof) by the covered person was authorized in the specific case by the Board of Directors of the Corporation.

(b) The Corporation shall indemnify and hold harmless to the full extent permitted by law (as now or hereafter in effect) any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he or she is or was a director, officer, employee or agent of the Corporation, or, while serving as a director, officer, employee or agent

of the Corporation, is or was serving at the request of the Corporation another corporation, partnership, joint venture, trust or other enterprise in any capacity against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation and except that no such indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Delaware Court or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such Delaware Court or such other court shall deem proper.

(c) To the extent that a present or former director, officer, employee or agent of the Corporation shall be successful on the merits or otherwise in defense of any action, suit or proceeding referred to in paragraphs (a) and (b), or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith.

(d) Any indemnification under paragraphs (a) and (b) (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in paragraphs (a) and (b). Such determination shall be made, with respect to a person who is a director, officer, employee or agent at the time of such determination, (1) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders.

(e) Expenses incurred by an officer or director in defending a civil or criminal action, suit or proceeding shall be paid by the Corporation to the fullest extent permitted by law in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation as authorized in this Section 6.01. Such expenses incurred by former directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the Corporation deems appropriate.

(f) The indemnification and advancement of expenses provided by, or granted pursuant to, the other paragraphs of this Section 6.01 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any Bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office. The provisions of this Section 6.01 shall not be deemed to preclude the indemnification of (or advancement of expenses to) any person who is not specified in Section 6.01(a) or Section 6.01(b) but whom the Corporation has the power or obligation to indemnity under the provisions of the DGCL, or otherwise.

(g) If a claim for indemnification (following the final disposition of a proceeding) or advancement of expenses under this Section 6.01 is not paid in full within 90 days after a written claim therefor has been received by the Corporation, the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim to the fullest extent permitted by law. In any such action the Corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification or advancement of expenses under applicable law.

(g) The Board of Directors may authorize, by a vote of a majority of a quorum of the Board of Directors, the Corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation another corporation, partnership, joint venture, trust or other enterprise in any capacity against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under the provisions of this Section 6.01.

(h) The Board of Directors may authorize the Corporation to enter into a contract with any person who is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise providing for indemnification rights equivalent to or, if the Board of Directors so determines, greater than those provided in Section 6.01.

(i) For the purposes of this Section 6.01, references to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Section 6.01 with respect to the resulting or surviving corporation as he or she would have with respect to such constituent corporation if its separate existence had continued.

(j) For purposes of this Section 6.01, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Corporation” shall include service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he or she reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interest of the Corporation” as referred to in this section.

(k) The indemnification and advancement of expenses provided by, or granted pursuant to, this Section 6.01 shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

(l) The Corporation’s obligation, if any, to indemnify or to advance expenses to any person who was or is serving at its request another corporation, partnership, joint venture, trust or other enterprise in any capacity shall be reduced by any amount such person may collect as indemnification or advancement of expenses from such other corporation, partnership, joint venture, trust or other enterprise.

(m) Any repeal or modification of the foregoing provisions of this Section 6.01 shall not adversely affect any right or protection hereunder of any person in respect of any proceeding (regardless of when such proceeding is first threatened, commenced or completed) arising out of, or related to, any act or omission occurring prior to the time of such repeal or modification.

ARTICLE VII

CERTIFICATES OF STOCK

Section 7.01 Certificates . The shares of the Corporation shall be represented by certificates, provided that the Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of the Corporation’s stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation. Every holder of stock represented by certificates shall be entitled to have a certificate signed by, or in the name of the Corporation by, the Chairperson of the Board of Directors, or the CEO, President or a Vice President, and by the Secretary or an Assistant Secretary, or the Treasurer or an Assistant Treasurer of the Corporation, representing the number of shares registered in certificate form. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he or she were such officer, transfer agent, or registrar at the date of issue.

Section 7.02 Transfer . The issue, transfer, conversion and registration of stock certificates or uncertificated shares shall be governed by such other regulations as the Board of Directors may establish.

Section 7.03 Lost, Stolen or Destroyed Certificates . The Corporation may issue a new certificate of stock or uncertificated shares in the place of any certificate previously issued by it, alleged to have been lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate, or such owner’s legal representative, to agree to indemnify the Corporation and/or to give the Corporation a bond sufficient to indemnify it, against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares.

Section 7.04 Fixing the Record Date .

(a) In order that the Corporation may determine the stockholders entitled to notice of any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall, unless otherwise required by law, not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith at the adjourned meeting.

(b) In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall not be more than sixty (60) days prior to such action. If no such record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

(c) In order that the Corporation may determine the stockholders entitled to express consent to corporate action in writing without a meeting at any time prior to the 50% Trigger Date, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date for determining stockholders entitled to express consent to corporate action in writing without a meeting is fixed by the Board of Directors, (i) when no prior action of the Board of Directors is required by law, the record date for such purpose shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation in accordance with applicable law, and (ii) if prior action by the Board of Directors is required by law, the record date for such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

Section 7.05 Registered Stockholders . The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and accordingly shall not be bound to recognize any equitable or other claim or interest in such share on the part of any other person, whether or not it shall have express or other notice thereof, save as expressly provided by the laws of the State of Delaware.

ARTICLE VIII

GENERAL PROVISIONS

Section 8.01 Dividends . Dividends upon the capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation.

Before payment of any dividend there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the directors shall think conducive to the interests of the Corporation, and the directors may abolish any such reserve.

Section 8.02 Checks . All checks or demands for money and notes of the Corporation shall be signed by such officer or officers as the Board of Directors may from time to time designate.

Section 8.03 Fiscal Year . The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

Section 8.04 Seal . The Board of Directors may provide for a corporate seal, which shall have the name of the Corporation inscribed thereon and shall otherwise be in such form as may be approved from time to time by the Board of Directors. Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

Section 8.05 Waiver of Notice . Whenever any notice is required to be given under applicable law or the Certificate of Incorporation or these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, or a waiver by Electronic Transmission by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent thereto. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors or members of a committee of directors need be specified in any written waiver of notice or any waiver by Electronic Transmission, unless so required by the Certificate of Incorporation. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

ARTICLE IX

AMENDMENTS

Section 9.01 Amendments . These Bylaws may be amended or repealed, in whole or in part, or new Bylaws may be adopted by the Board or by the stockholders as expressly provided in the Certificate of Incorporation.

ARTICLE X

EXCLUSIVE FORUM

Section 10.01 Exclusive Forum . Unless the Corporation consents in writing to the selection of an alternative forum, the Delaware Court shall, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director or officer of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL or these Bylaws or the Certificate of Incorporation or (iv) any action governed by the internal affairs doctrine. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Section 10.01.

EXHIBIT 4.1

FORM OF STOCKHOLDERS’ AGREEMENT

BY AND AMONG

KEANE GROUP, INC.

AND

HOLDERS OF STOCK OF KEANE GROUP, INC. SIGNATORY HERETO

Dated as of , 201

TABLE OF CONTENTS


		Page

ARTICLE I DEFINITIONS			1

Section 1.01.	Defined Terms		1
Section 1.02.	Other Interpretive Provisions		8

ARTICLE II HOLDERS’ RIGHTS			9

Section 2.01.	Board Representation		9
Section 2.02.	Voting		11
Section 2.03.	Sell-Downs; Distributions of Company Shares		11

ARTICLE III REGISTRATION RIGHTS			13

Section 3.01.	Demand Registration		13
Section 3.02.	Shelf Registration		15
Section 3.03.	Piggyback Registration		18
Section 3.04.	Black-out Periods		20
Section 3.05.	Registration Procedures		22
Section 3.06.	Underwritten Offerings		27
Section 3.07.	No Inconsistent Agreements; Additional Rights		29
Section 3.08.	Registration Expenses		29
Section 3.09.	Indemnification		31
Section 3.10.	Rules 144 and 144A and Regulation S		34
Section 3.11.	Limitation on Registrations and Underwritten Offerings		35
Section 3.12.	Clear Market		35
Section 3.13.	In-Kind Distributions		35

ARTICLE IV MISCELLANEOUS			35

Section 4.01.	Term		35
Section 4.02.	Contribution of Trican Units		36
Section 4.03.	Injunctive Relief		37
Section 4.04.	Attorneys’ Fees		37
Section 4.05.	Notices		37
Section 4.06.	Publicity and Confidentiality		38
Section 4.07.	Amendment		38
Section 4.08.	Successors, Assigns and Transferees		38
Section 4.09.	Binding Effect		39
Section 4.10.	Third Party Beneficiaries		39
Section 4.11.	Governing Law; Jurisdiction		39
Section 4.12.	Waiver of Jury Trial		39
Section 4.13.	Severability		40
Section 4.14.	Counterparts		40
Section 4.15.	Headings		40

TABLE OF CONTENTS

(continued)

STOCKHOLDERS’ AGREEMENT

This Stockholders’ Agreement (the “ Agreement ”) is made, entered into and effective as of , 201 (the “ Effective Date ”), by and between Keane Investor Holdings, LLC, a Delaware limited liability company (“ Investor Holdco ”) and Keane Group, Inc., a Delaware corporation (including any of its successors by merger, acquisition, reorganization, conversion or otherwise) (the “ Company ”).

WITNESSETH

WHEREAS, as of the date hereof, Investor Holdco owns Registrable Securities of the Company; and

WHEREAS, the parties desire to set forth certain rights of Investor Holdco with respect to the Company.

NOW, THEREFORE, in consideration of the foregoing and the mutual promises, covenants and agreements of the parties hereto, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01. Defined Terms . As used in this Agreement, the following terms shall have the following meanings:

“ Adverse Disclosure ” means public disclosure of material non-public information that, in the Board of Directors’ good faith judgment, after consultation with independent outside counsel to the Company, would be required to be made in any Registration Statement filed with the SEC by the Company so that such Registration Statement would not be materially misleading and would not be required to be made at such time but for the filing of such Registration Statement, but which information the Company has a bona fide business purpose for not disclosing publicly.

“ Affiliate ” shall mean any Person or entity, directly or indirectly controlling, controlled by or under common control with such Person or entity, including (i) a general partner, limited partner, or retired partner affiliated with such Person or entity, (ii) a fund, partnership, limited liability company or other entity affiliated with such Person or entity, (iii) a director, officer, stockholder, partner or member (or retired partner or member) affiliated with such Person or entity, or (iv) or the estate of any such partner or member (or retired partner or member) affiliated with such Person or entity; provided that neither the Company nor any of its subsidiaries shall be deemed to be an Affiliate of the Holders.

“ Agreement ” has the meaning set forth in the preamble.

“ Board of Directors ” means the board of directors of the Company.

“ Business Day ” means any day other than a Saturday, Sunday or a day on which commercial banks located in New York, New York are required or authorized by law or executive order to be closed.

“ Change of Control ” means the occurrence of any of the following: (i) the sale, lease or transfer, in a single transaction or in a series of related transactions, of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to any one Person or (ii) the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision) (other than the Equity Investors), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act, or any successor provision), in a single transaction or in a series of related transactions, by way of merger, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision) of 50% or more of the total voting power of the Company or any of its direct or indirect parent companies holding directly or indirectly 100% of the total voting power of the Company.

“ Cerberus Representative ” means Cerberus Capital Management, L.P., in its capacity as representative of the Cerberus Funds.

“ Cerberus Funds ” means, including any successors and permitted assigns, Cerberus International II Master Fund, L.P., Cerberus Institutional Partners, L.P. – Series Four, Cerberus Institutional Partners V, L.P., Cerberus CP Partners, L.P., Cerberus MG Fund, L.P., CIP VI Overseas Feeder, Ltd. and CIP VI Institutional Feeder, L.P.

“ Cerberus Holder ” means any Cerberus Fund that is a Holder.

“ Class A Units ” has the meaning set forth in Section 4.02(a) .

“ Company ” has the meaning set forth in the preamble.

“ Company Public Sale ” has the meaning set forth in Section 3.03(a) .

“ Company Share Equivalent ” means securities exercisable or exchangeable for, or convertible into, Company Shares.

“ Company Shares ” means the shares of common stock, par value $0.01 per share, of the Company, any Equity Securities into which such shares of common stock shall have been changed, or any Equity Securities resulting from any reclassification, recapitalization, reorganization, merger, consolidation, conversion, stock or other equity split or dividend or similar transactions with respect to such shares of common stock or such other Equity Securities.

“ Conversion Event ” has the meaning set forth in Section 4.08(b) .

“ Conversion Securities ” has the meaning set forth in Section 4.08(b) .

“ Conversion Securities Issuer ” has the meaning set forth in Section 4.08(b) .

“ Defaulted Payment Amount ” has the meaning set forth in Section 4.02(a) .

“ Demand Company Notice ” has the meaning set forth in Section 3.01(c) .

“ Demand Notice ” has the meaning set forth in Section 3.01(a) .

“ Demand Party ” has the meaning set forth in Section 3.01(a) .

“ Demand Registration ” has the meaning set forth in Section 3.01(a) .

“ Demand Registration Statement ” has the meaning set forth in Section 3.01(a) .

“ Demand Suspension ” has the meaning set forth in Section 3.01(d) .

“ Director Requirements ” means with respect to an individual, that such individual must be qualified and suitable to serve as a member of the Board of Directors under all applicable corporate governance policies and guidelines of the Company and the Board of Directors and subject to any employment agreement or other agreement with an employee, and all applicable legal, regulatory and stock exchange requirements (other than any requirements contained in the Rule 5600 Series of the NASDAQ Listing Rules regarding director independence).

“ Effective Date ” has the meaning set forth in the preamble.

“ Eligibility Notice ” has the meaning set forth in Section 3.02(a) .

“ Equity Investors ” means (i) the Sponsors, and any other funds or managed accounts advised or managed by any Sponsor or one of a Sponsor’s Affiliates, (ii) any Person that has no material assets other than the capital stock of the Company or a direct or indirect parent of the Company, and of which no other Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), other than any Equity Investor specified in clause (i) above, holds more than 50% of the total voting power of the Voting Stock thereof, and (iii) any group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision) the members of which include any Equity Investor specified in clause (i) above and that, directly or indirectly, hold or acquire beneficial ownership of the Voting Stock of the Company (a “ Permitted Group ”), so long as (1) each member of the Permitted Group has voting rights proportional to the percentage of ownership interests held or acquired by such member and (2) no Person or other “group” (other than an Equity Investor specified in clause (i) above) beneficially owns more than 50% on a fully diluted basis of the Voting Stock held by the Permitted Group.

“ Equity Securities ” means, as applicable, (i) any capital stock, membership interests or other equity interest of any Person; (ii) any securities directly or indirectly convertible into or exchangeable for any capital stock, membership interests or other equity interest of any Person; or (iii) any rights or options directly or indirectly to subscribe for or to purchase any capital stock, membership interests or other equity interest of any Person or to subscribe for or to purchase any securities directly or indirectly convertible into or exchangeable for any capital stock, membership interests or other equity interest of any Person.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and any successor thereto, and any rules and regulations promulgated thereunder, all as the same shall be in effect from time to time.

“ Excluded Company Shares ” has the meaning set forth in Section 2.03(a) .

“ Family Member ” means, with respect to any specified natural person (including any entities or trusts formed for estate or family planning purposes by such specified natural person), (i) any parent, child, descendant or sibling of such natural person or of such natural person’s spouse (including relationships resulting from adoption) or (ii) the spouse of such natural person or of any person covered by clause (i).

“ Final Payment Date ” has the meaning set forth in Section 4.02(a) .

“ FINRA ” means the Financial Industry Regulatory Authority.

“ Form S-1 ” means a registration statement on Form S-1 under the Securities Act, or any comparable or successor form or forms thereto.

“ Form S-3 ” means a registration statement on Form S-3 under the Securities Act, or any comparable or successor form or forms thereto.

“ Governmental Entity ” means any federal, state, local or foreign governmental, administrative, judicial or regulatory agency, commission, court, body, entity or authority.

“ Holder ” means any holder of Registrable Securities that is a party hereto and/or any Permitted Assignee that succeeds to rights hereunder pursuant to Section 4.08 .

“ Implied Default Valuation ” has the meaning set forth in Section 4.02(a) .

“ Initial S-3 Holder ” has the meaning set forth in Section 3.02(a) .

“ Initiating Shelf Take-Down Holder ” has the meaning set forth in Section 3.02(e)(i) .

“ Investor Holdco ” has the meaning set forth in the preamble.

“ IPO ” means the first underwritten public offering and sale of Company Shares for cash pursuant to an effective registration statement (other than on Form S-4, S-8 or a comparable form) under the Securities Act.

“ Issuer Free Writing Prospectus ” means an issuer free writing prospectus, as defined in Rule 433 under the Securities Act, relating to an offer of Registrable Securities.

“ Keane Party ” or “ Keane Parties ” has the meaning set forth in the definition of “ Sponsor ”.

“ Keane Representative ” means S&K Management Services, LLC as representative of the Keane Parties.

“ Law ” means foreign or domestic law, statute, code, ordinance, rule, regulation, order, judgment, writ, stipulation, award, injunction, decree or arbitration award or finding of any Governmental Entity.

“ Lockup Period ” means the period beginning on the date hereof until the date that is 180 days from the date of the final Prospectus filed in connection with the IPO.

“ Long-Form Registration ” has the meaning set forth in Section 3.01(a) .

“ Loss ” or “ Losses ” has the meaning set forth in Section 3.09(a) .

“ Majority Holders ” means the Holders of a majority of the Registrable Securities as determined from time to time.

“ Marketed Underwritten Offering ” means any Underwritten Offering (including a Marketed Underwritten Shelf Take-Down, but, for the avoidance of doubt, not including any Shelf Take-Down that is not a Marketed Underwritten Shelf Take-Down) that involves a customary “road show” (including an “electronic road show”) or other substantial marketing effort by the Company and the underwriters over a period of at least 48 hours.

“ Marketed Underwritten Shelf Take-Down ” has the meaning set forth in Section 3.02(e)(iii) .

“ Marketed Underwritten Shelf Take-Down Notice ” has the meaning set forth in Section 3.02(e)(iii) .

“ Non-Participating Holder ” has the meaning set forth in Section 2.03(a) .

“ Observer ” has the meaning set forth in Section 2.01(h) .

“ Other Selling Holders ” has the meaning set forth in Section 2.03(a) .

“ Participating Holder ” means, with respect to any Registration, any Holder of Registrable Securities covered by the applicable Registration Statement.

“ Participating Majority ” has the meaning set forth in Section 3.04(b) .

“ Permitted Assignee ” has the meaning set forth in Section 4.08 .

“ Permitted Group ” has the meaning set forth in the definition of “Equity Investors”.

“ Person ” means any individual, partnership, corporation, limited liability company, unincorporated organization, trust or joint venture, or a governmental agency or political subdivision thereof or any other entity.

“ Piggyback Registration ” has the meaning set forth in Section 3.03(a) .

“ Purchase Price ” has the meaning set forth in Section 4.02(a) .

“ Pro Rata Percentage ” means, as of any date, with respect to a Holder, a number of Registrable Securities equal to (i) the number of Registrable Securities held by such Holder as of such date divided by (ii) the number of Registrable Securities held by all Holders requesting to include Registrable Securities in a Registration Statement.

“ Prospectus ” means the prospectus included in any Registration Statement, all amendments and supplements to such prospectus, including pre- and post-effective amendments to such Registration Statement, and all other material incorporated by reference in such prospectus.

“ Registrable Securities ” means any Company Shares now owned or hereafter acquired by a Holder; provided , however , that any such Company Shares shall cease to be Registrable Securities to the extent (i) a Registration Statement with respect to the sale of such Company Shares has been declared effective under the Securities Act and such Company Shares have been disposed of in accordance with the plan of distribution set forth in such Registration Statement, (ii) such Company Shares have been sold to the public through a broker, dealer or market maker in compliance with Rule 144 or Rule 145 of the Securities Act (or any successor rule), or (iii) such Company Shares cease to be outstanding. For the avoidance of doubt, it is understood that, with respect to any Registrable Securities for which a Holder holds vested but unexercised options or other Company Share Equivalents at such time exercisable for, convertible into or exchangeable for Company Shares, to the extent that such Registrable Securities are to be sold pursuant to this Agreement, such Holder must exercise the relevant option or exercise, convert or exchange such other relevant Company Share Equivalent and transfer the underlying Registrable Securities (in each case, net of any amounts required to be withheld by the Company in connection with such exercise).

“ Registration ” means a registration with the SEC of the Company’s securities for offer and sale to the public under a Registration Statement. The terms “ Register ” and “ Registered ” shall have correlative meanings.

“ Registration Expenses ” has the meaning set forth in Section 3.08 .

“ Registration Statement ” means any registration statement of the Company that covers Registrable Securities pursuant to the provisions of this Agreement filed with, or to be filed with, the SEC under the rules and regulations promulgated under the Securities Act, including the related Prospectus, amendments and supplements to such registration statement, including pre- and post-effective amendments, and all exhibits and all material incorporated by reference in such registration statement.

“ Representatives ” means, with respect to any Person, any of such Person’s officers, directors, employees, agents, attorneys, accountants, actuaries, consultants, equity financing partners or financial advisors or other Person associated with, or acting on behalf of, such Person.

“ Rule 144 ” means Rule 144 (or any successor provisions) under the Securities Act.

“ S-3 Eligibility Date ” has the meaning set forth in Section 3.02(a) .

“ S-3 Shelf Notice ” has the meaning set forth in Section 3.02(a) .

“ SEC ” means the Securities and Exchange Commission.

“ Securities Act ” means the Securities Act of 1933, as amended, and any successor thereto, and any rules and regulations promulgated thereunder, all as the same shall be in effect from time to time.

“ Sell-Down ” has the meaning set forth in Section 2.03(a) .

“ Sell-Down Notice ” has the meaning set forth in Section 2.03(a).

“ Shelf Holder ” has the meaning set forth in Section 3.02(c) .

“ Shelf Notice ” has the meaning set forth in Section 3.02(c) .

“ Shelf Period ” has the meaning set forth in Section 3.02(b) .

“ Shelf Registration ” means a Registration effected pursuant to Section 3.02 .

“ Shelf Registration Statement ” means a Registration Statement of the Company filed with the SEC on either (i) Form S-3 or (ii) if the Company is not permitted to file a Registration Statement on Form S-3, an evergreen Registration Statement on Form S-1, in each case for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (or any successor provision) covering all or any portion of the Registrable Securities, as applicable.

“ Shelf Suspension ” has the meaning set forth in Section 3.02(d) .

“ Shelf Take-Down ” has the meaning set forth in Section 3.02(e)(i) .

“ Short-Form Registration ” has the meaning set forth in Section 3.01(a) .

“ Special Registration ” has the meaning set forth in Section 3.12 .

“ Sponsor ” means individually and collectively, (a) the Cerberus Funds taken as a group (b) Trican, and (c) SJK Family Limited Partnership, LP (“ SJK ”), KCK Family Limited Partnership, LP (“ KCK ”), Tim Keane (“ TK ”), Brian Keane (“ BK ”), Shawn Keane (“ SK ”), Jacquelyn Keane (“ JK ”), Cindy Keane (“ CK ”) and Kevin Keane (“ KK ” and, together with SJK, KCK, TK, BK, SK, JK and CK, each, a “ Keane Party ” and collectively, the “ Keane Parties ”) taken as a group.

“ Transaction Transfer Restrictions ” has the meaning set forth in Section 2.03(a) .

“ Trican ” means Trican Well Service, L.P.

“ Trican Parent ” means Trican Well Service Ltd. and such other successors thereto as the ultimate parent entity of Trican from time to time.

“Trican Purchase Agreement ” means that certain Asset Purchase Agreement, dated January 25, 2016, by and among the Keane Group Holdings, LLC, Trican, Trican Parent, TriLib Management LLC, Trican LLC and Keane Frac, LP, pursuant to which, among other things, Keane Group Holdings, LLC and/or Keane Frac, LP purchased certain assets of Trican in exchange for cash and certain equity interests in Keane Group Holdings, LLC on the terms and conditions set forth therein.

“ Underwritten Offering ” means a Registration in which securities of the Company are sold to an underwriter or underwriters on a firm commitment basis for reoffering to the public.

“ Underwritten Shelf Take-Down Notice ” has the meaning set forth in Section 3.02(e)(ii) .

“ Voting Stock ” of any Person as of any date means the capital stock of such Person that is at the time entitled to vote in the election of the board of directors of such Person.

Section 1.02. Other Interpretive Provisions .

(a) In this Agreement, except as otherwise provided:

(i) A reference to an Article, Section, Schedule or Exhibit is a reference to an Article or Section of, or Schedule or Exhibit to, this Agreement, and references to this Agreement include any recital in or Schedule or Exhibit to this Agreement.

(ii) The Schedules form an integral part of and are hereby incorporated by reference into this Agreement.

(iii) Headings and the Table of Contents are inserted for convenience only and shall not affect the construction or interpretation of this Agreement.

(iv) Unless the context otherwise requires, words importing the singular include the plural and vice versa, words importing the masculine include the feminine and vice versa, and words importing persons include corporations, associations, partnerships, joint ventures and limited liability companies and vice versa.

(v) Unless the context otherwise requires, the words “hereof” and “herein”, and words of similar meaning refer to this Agreement as a whole and not to any particular Article, Section or clause. The words “include”, “includes” and “including” shall be deemed to be followed by the words “without limitation.”

(vi) A reference to any legislation or to any provision of any legislation shall include any amendment, modification or re-enactment thereof and any legislative provision substituted therefor.

(vii) All determinations to be made by any Holder hereunder may be made by such Holder in its sole discretion, and such Holder may determine, in its sole discretion, whether or not to take actions that are permitted, but not required, by this Agreement to be taken by such Holder, including the giving of consents required hereunder.

(b) The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intention or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement.

ARTICLE II

HOLDERS’ RIGHTS

Section 2.01. Board Representation .

(a) For so long Investor Holdco has beneficial ownership of less than 50% but at least 35% of the aggregate number of Company Shares then outstanding, Investor Holdco shall have the right to designate to the Board of Directors a number of individuals who satisfy the Director Requirements equal to one director fewer than 50% of the size of the Board of Directors at any time (rounded up to the next whole number).

(b) For so long as any Holder has beneficial ownership of less than 35% but at least 20% of the aggregate number of Company Shares then outstanding, such Holder shall have the right to designate to the Board of Directors a number of individuals who satisfy the Director Requirements equal to the greater of (A) three or (B) 25% of the size of the Board of Directors at any time (rounded up to the next whole number).

(c) For so long as any Holder has beneficial ownership of less than 20% but at least 15% of the aggregate number of Company Shares then outstanding, such Holder shall have the right to designate to the Board of Directors a number of individuals who satisfy the Director Requirements equal to the greater of (A) two or (B) 15% of the size of the Board of Directors at any time (rounded up to the next whole number).

(d) For so long as any Holder has beneficial ownership of less than 15% but at least 10% of the aggregate number of Company Shares then outstanding, such Holder shall have the right to designate to the Board of Directors one individual who satisfies the Director Requirements.

(e) For so long as a Holder is entitled to designate any individuals to the Board of Directors pursuant to this Section 2.01 , the Company shall take all action reasonably available to it to cause such individual(s) (or any replacement designated by such Holder) to be included in the slate of nominees recommended by the Board of Directors to the Company’s stockholders for election as directors at each annual meeting of the stockholders of the Company (and/or in connection with any election by written consent) and the Company shall use the same efforts to cause the election of such nominee(s) as it uses to cause other nominees recommended by the Board of Directors to be elected, including soliciting proxies in favor of the election of such nominee(s).

(f) Until immediately prior to the time at which Investor Holdco ceases to collectively have beneficial ownership of at least 50% of the aggregate number of Company Shares then outstanding, Investor Holdco shall vote its Company Shares to set the size of the Board of Directors at 11 individuals. For so long as Investor Holdco has beneficial ownership of less than 50% but at least 35% of the aggregate number of Company Shares then outstanding, Investor Holdco shall, unless otherwise determined by the management board of Investor Holdco in accordance with the operating agreement of Investor Holdco, cause its individuals designated to the Board of Directors to vote in favor of maintaining the size of the Board of Directors at 11 individuals.

(g) In the event that a vacancy is created at any time by the death, disability, retirement, resignation or removal (with or without cause) of a director nominated or designated pursuant to this Section 2.01 , or in the event of the failure of any such nominee to be elected, the Holder who nominated or designated such director shall have the right to designate a replacement who satisfies the Director Requirements to fill such vacancy. The Company shall take all action reasonably available to it to cause such vacancy to be filled by the replacement so designated, and, to the extent permitted under the Certificate of Incorporation and By-Laws of the Company then in effect, the Board of Directors shall promptly elect such designee to the Board of Directors.

(h) As of and after the Effective Date, each of the Cerberus Representative, Trican and the Keane Representative, acting on behalf of the Keane Parties beneficially owning (directly or through Investor Holdco) in excess of 50% of the Company Shares then beneficially owned (directly or through Investor Holdco) by the Keane Parties, respectively, shall be entitled to, at its option, designate up to two individuals in the capacity of non-voting observers (the “ Observers ”) to the Board of Directors. The appointment and removal of any Observer shall be by written notice to the Board of Directors.

(i) Notwithstanding anything to the contrary, following the Effective Date: (A) if the Keane Parties as a group, directly or indirectly though Investor Holdco, cease to beneficially own at least 50% of the Company Shares beneficially owned by the Keane Parties as of the Effective Date, the Keane Parties shall no longer have any right to appoint Observers under Section 2.01(h) and shall cause such individuals designated by them to immediately resign; and (B) if Trican, directly or indirectly though Investor Holdco, ceases to beneficially own at least 25% of the Company Shares beneficially owned by Trican as of the Effective Date, Trican shall no longer have any right to appoint Observers under Section 2.01(h) and shall cause such individuals designated by them to immediately resign.

(j) An Observer may attend any meeting of the Board of Directors, provided , that no Observer shall have the right to vote or otherwise participate in the Board of Directors meeting in any way other than to observe any applicable meeting of the Board of Directors. Observers shall be provided advance notice of each meeting of the Board of Directors in the same manner and at the same time as the other members of the Board of Directors and shall be given copies of all documents, materials and other information as and when given to other members of the Board of Directors, provided that the Observer shall have executed a non-disclosure and confidentiality agreement and such other acknowledgments and agreements reasonably satisfactory to the Board of Directors. Notwithstanding the foregoing, the Observer

shall be excluded from attending any meeting of the Board of Directors or receiving any materials to the extent necessary to preserve attorney-client privilege, to safeguard highly proprietary or classified information, in the case of any conflict of interest involving such Observer or as otherwise deemed necessary or advisable by the Board of Directors. The Board of Directors or any committee thereof shall have the right to exclude an Observer from any meeting or portion thereof in the sole discretion of a majority of the members in attendance at such meeting. Each Observer shall be a natural person.

Section 2.02. Voting .

(a) Prior to the distribution by Investor Holdco of all (but not less than all) of its Registrable Securities to its members, each member of Investor Holdco and their respective Permitted Assignees (including recipients of Registrable Securities from Investor Holdco pursuant to the provisions of Section 2.03 ) agrees, with respect to all of such Person’s Company Shares held by any of such members as of the date hereof, to vote such Person’s Company Shares as instructed by Investor Holdco. Each member of Investor Holdco (other than Investor Holdco) and each of their respective Permitted Assignees, shall take all other necessary or desirable actions within such Person’s control (including, without limitation, attending meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings) to effect the voting of such Person’s Company Shares in accordance with this provision.

(b) To secure each member of Investor Holdco’s (and their respective Permitted Assignees) obligations to vote their respective Company Shares in accordance with Section 2.02(a) of this Agreement, each such Person hereby appoints an officer of Investor Holdco designated by the management board of Investor Holdco, as such Person’s true and lawful proxy and attorney, with the power to act alone and with full power of substitution, to vote all of such Person’s Company Shares as set forth in this Agreement and to execute all appropriate instruments consistent with this Agreement on behalf of such Person if, and only if, such Person fails to vote all of such Person’s Company Shares or execute such other instruments in accordance with the provisions of this Agreement within five days of Investor Holdco’s written request for such Person’s written consent or signature. The proxy and power granted by each Person pursuant to this Section 2.02(b) are coupled with an interest and are given to secure the performance of such Person’s duties under this Agreement, provided, that the proxy and power set forth in this Section 2.02(b) shall not be used to affect an Other Selling Holder’s (as defined in Section 2.03(a) ) election to not participate in a Sell Down (as defined in Section 2.03(a) ). Each such member of Investor Holdco (and their respective Permitted Assignees) agrees to execute an irrevocable proxy in favor the designated individual as and when identified, if requested by Investor Holdco. Each such proxy and power will be irrevocable for the term hereof. The proxy and power, so long as any such Person is an individual, will survive the death, incompetency and disability of such party or any other individual holder of any Person’s Company Shares, as the case may be, and, so long as such Person is an entity, will survive the merger or reorganization of such party or any other entity holding any of a Person’s Company Shares.

Section 2.03. Sell-Downs ; Distributions of Company Shares . In the event Investor Holdco proposes to effect a private block sale or resale or to demand or participate in a

registered offering of Company Shares held by Investor Holdco (which such sale shall be proportionate among members of Investor Holdco) (a “ Sell-Down ”), Investor Holdco shall promptly provide written notice to each Holder and each equityholder of Investor Holdco (collectively, the “ Other Selling Holders ”), specifying the number and percentage of Company Shares then held by Investor Holdco to be sold in such Sell-Down, the number of Company Shares each Other Selling Holder shall be obligated to sell in such Sell Down (calculated on a pro rata basis based on such Other Selling Holder’s beneficial ownership of Company Shares) and all other material terms and conditions of the Sell-Down (the “ Sell-Down Notice ”). Each Other Selling Holder shall be obligated to participate in such Sell-Down, unless such Other Selling Holder delivers a written notice to Investor Holdco by the close of business on the date which is 10 Business Days after the Sell-Down Notice is delivered to such Other Selling Holder, which such notice shall include the number of Company Shares such Other Selling Holder elects to exclude from such Sell-Down (the “ Excluded Company Shares ”, and such notifying Other Selling Holder, the “ Non-Participating Holder ”). Any Other Selling Holder that does not deliver such notice shall be obligated to participate in the Sell Down with respect to the number of Company Shares set forth in the Sell-Down Notice. If any Other Selling Holder does not participate in such Sell-Down, Investor Holdco shall, unless prohibited by applicable Law, promptly distribute the Excluded Company Shares to the Non-Participating Holder, provided , that (i) the Non-Participating Holder complies with the provisions of Section 2.03(b) and (ii) the Excluded Company Shares shall be subject to the same restrictions on voting, transfer, market stand-off and lock-up provisions to which the Company Shares of Investor Holdco to be sold in the Sell-Down are subject in this Agreement and/or with respect to such Sell-Down (the “ Transaction Transfer Restrictions ”). Subject to compliance with applicable Law, the Excluded Company Shares may be sold or otherwise disposed of by a Non-Participating Holder so long as no Transaction Transfer Restriction period is in effect. Investor Holdco shall provide further notice to such Non-Participating Holder or its representatives of its intention to effect a Sell-Down not more than 30 calendar days prior to the intended date for the completion of such Sell-Down, in which event the Non-Participating Holder, after receiving notice of such Sell-Down, shall (notwithstanding its earlier election in respect of Excluded Company Shares) have the right to participate in such Sell-Down with Investor Holdco on the same terms and conditions as Investor Holdco pro rata based on the Non-Participating Holder’s beneficial ownership of Company Shares, and, if not participating in such Sell-Down, shall not sell or otherwise dispose of the Excluded Company Shares (or other Company Shares beneficially owned by such holder) during such 30 calendar day period following delivery of such notice and such longer transfer, market stand-off or lock up provision that Investor Holdco shall become subject to in connection with such Sell-Down.

(b) Any Person who receives a distribution of Company Shares shall, to the extent not already a party hereto, execute and deliver a joinder agreement, in form and substance reasonably acceptable to the Company, agreeing to be bound by the terms and conditions of this Agreement as if such Person were a party hereto, whereupon such Person will be treated as a Holder for all purposes of this Agreement, with the same benefits and obligations hereunder as the distributing Holder with respect to the distributed Registrable Securities.

ARTICLE III

REGISTRATION RIGHTS

Section 3.01. Demand Registration .

(a) Demand Rights . At any time after the expiration of the Lockup Period, any Holders that (i) collectively and beneficially own at least 20% of the total issued and outstanding Registrable Securities or (ii) collectively and beneficially own at least 10% of the total issued and outstanding Registrable Securities, provided they beneficially own Registrable Securities equivalent to at least 50% of the Registrable Securities beneficially owned by them as of the Effective Date, (each such Holder, a “ Demand Party ”), may, subject to Section 3.11 , make a written request (a “ Demand Notice ”) to the Company for Registration of all or part of the Registrable Securities held by the Demand Party (i) on Form S-1 (a “ Long-Form Registration ”) or (ii) on Form S-3 (a “ Short-Form Registration ”) if the Company qualifies to use such short form (any such requested Long-Form Registration or Short-Form Registration, a “ Demand Registration ”). Each Demand Notice shall specify the aggregate amount of Registrable Securities held by the Demand Party to be registered and the intended methods of disposition thereof, provided that in the case of a Demand Notice from Investor Holdco, the aggregate amount of Registrable Securities shall include Registrable Securities from each member of Investor Holdco on a pro rata basis based on each such member’s beneficial ownership of Registrable Securities, unless such member otherwise directs Investor Holdco to include less than its pro rata share of Registrable Securities in accordance with Section 2.03 . Subject to Section 3.11 , after delivery of such Demand Notice, the Company (x) shall file promptly (and, in any event, within (i) ninety (90) days in the case of a request for a Long-Form Registration or (ii) thirty (30) days in the case of a request for a Short-Form Registration, in each case, following delivery of such Demand Notice) with the SEC a Registration Statement relating to such Demand Registration (a “ Demand Registration Statement ”), and (y) shall use its reasonable best efforts to cause such Demand Registration Statement to promptly be declared effective under (x) the Securities Act and (y) the “Blue Sky” laws of such jurisdictions as any Participating Holder or any underwriter, if any, reasonably requests. Notwithstanding any provisions contained herein, including but not limited to Section 3.02(b) , the Company shall not be obligated to maintain a registration statement pursuant to a Demand Registration effective for more than (x) 360 days plus the length of any period in which either a Demand Suspension or Shelf Suspension is in effect instituted by the Company pursuant to Section 3.01(d) or Section 3.02(d), respectively, during such 360 day period or (y) such shorter period when all of the Registrable Securities covered by such registration statement have been sold pursuant thereto.

(b) Demand Withdrawal . The Demand Party may withdraw its Registrable Securities from a Demand Registration at any time prior to the effectiveness of the applicable Demand Registration Statement. Upon delivery of a notice by the Demand Party to such effect, the Company shall cease all efforts to secure effectiveness of the applicable Demand Registration Statement and promptly notify each other Participating Holder of such withdrawal. Subject to Section 3.08(c) , the Demand Holders shall reimburse the Company for all its reasonable out-of-pocket Registration Expenses incurred in connection with the attempted Demand Registration. If the Demand Holders reimburse the Company for its reasonable out-of-pocket Registration Expenses incurred in connection with the attempted Demand Registration, the attempted Demand Registration shall not count as a Demand Registration for purposes of Section 3.11 .

(c) Demand Company Notice . Subject to Section 3.11 , promptly upon delivery of any Demand Notice (but in no event more than five (5) Business Days thereafter), the Company shall deliver a written notice (a “ Demand Company Notice ”) of any such Registration request to all Holders (other than the Demand Party), and the Company shall include in such Demand Registration all such Registrable Securities of such Holders which the Company has received written requests for inclusion therein within ten (10) Business Days after the date that such Demand Company Notice has been delivered except for such Registrable Securities that are withdrawn from such Demand Registration by written notice of the Holder thereof at any time prior to the effectiveness of the applicable Demand Registration Statement. All requests made pursuant to this Section 3.01(c) shall specify the aggregate amount of Registrable Securities of such Holder to be registered.

(d) Delay in Filing; Suspension of Registration . If the Company shall furnish to the Participating Holders a certificate signed by the Chief Executive Officer or equivalent senior executive officer of the Company stating that the filing, effectiveness or continued use of a Demand Registration Statement would require the Company to make an Adverse Disclosure, then the Company may delay the filing (but not the preparation of) or initial effectiveness of, or suspend use of, the Demand Registration Statement (a “ Demand Suspension ”); provided , however , that the Company, unless otherwise approved in writing by the Holders of a majority of the Company Shares that elected to participate in the registration in respect of any Demand Suspension, shall not be permitted to exercise aggregate Demand Suspensions and Shelf Suspensions more than twice, or for more than an aggregate of 90 days, in each case, during any 12-month period; provided , further , that in the event of a Demand Suspension, such Demand Suspension shall terminate at such earlier time as the Company would no longer be required to make any Adverse Disclosure. Each Participating Holder shall keep confidential the fact that a Demand Suspension is in effect, the certificate referred to above and its contents unless and until otherwise notified by the Company, except (A) for disclosure to such Participating Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Participating Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Participating Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and (D) as required by law, rule or regulation. In the case of a Demand Suspension, the Participating Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon delivery of the notice referred to above. The Company shall immediately notify the Participating Holders upon the termination of any Demand Suspension, amend or supplement the Prospectus and any Issuer Free Writing Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Participating Holders such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus as so amended or supplemented as any Participating Holder may reasonably request. The Company agrees, if necessary, to supplement or make amendments to

the Demand Registration Statement if required by the registration form used by the Company for the applicable Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, or as may reasonably be requested by the Demand Party.

(e) Underwritten Offering . If the Demand Party so requests, an offering of Registrable Securities pursuant to a Demand Registration shall be in the form of an Underwritten Offering, and the Demand Party shall have the right to select the managing underwriter or underwriters to administer the offering. If the Demand Party intends to sell the Registrable Securities covered by its demand by means of an Underwritten Offering, the Demand Party shall so advise the Company as part of its Demand Notice, and the Company shall include such information in the Demand Company Notice.

(f) Priority of Securities Registered Pursuant to Demand Registrations . If the managing underwriter or underwriters of a proposed Underwritten Offering of the Registrable Securities included in a Demand Registration advise the Board of Directors in writing that, in its or their opinion, the number of securities requested to be included in such Demand Registration exceeds the number which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, the securities to be included in such Demand Registration (i) first , shall be allocated pro rata among the Holders that have requested to participate in such Demand Registration based on each Holder’s Pro Rata Percentage ( provided that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner), (ii) second , and only if all the securities referred to in clause (i) have been included in such Registration, the number of securities that the Company proposes to include in such Registration that, in the opinion of the managing underwriter or underwriters, can be sold without having such adverse effect and (iii) third , and only if all of the securities referred to in clause (ii) have been included in such Registration, any other securities eligible for inclusion in such Registration that, in the opinion of the managing underwriter or underwriters, can be sold without having such adverse effect.

Section 3.02. Shelf Registration .

(a) Filing . Following the IPO, the Company shall use its reasonable best efforts to qualify for Registration on Form S-3 for secondary sales. Promptly following the date on which the Company becomes eligible to Register on Form S-3 (the “ S-3 Eligibility Date ”), the Company shall notify, in writing, Investor Holdco, or if Investor Holdco is no longer a Holder of Registrable Securities, then the Holders, of such eligibility and its intention to file and maintain a Shelf Registration Statement on Form S-3 covering the Registrable Securities held by Investor Holdco, or if Investor Holdco is no longer a Holder of Registrable Securities, then the Holders, (the “ Eligibility Notice ”). Promptly following receipt of such Eligibility Notice (but in no event more than ten (10) days after receipt of such Eligibility Notice), Investor Holdco, or if Investor Holdco is no longer a Holder of Registrable Securities, then the Majority Holders, shall deliver a written notice to the Company, which notice shall specify the aggregate amount of Registrable Securities held by Investor Holdco, or, if Investor Holdco is no longer a Holder of Registrable Securities, then the Majority Holders, to be covered by such Shelf Registration Statement and the intended methods of distribution thereof (the “ S-3 Shelf Notice ,” and Investor

Holdco or the Majority Holders, as applicable, in such capacity, the “ Initial S-3 Holder ”). An S-3 Shelf Notice delivered by a Demand Party shall include Registrable Securities pro rata from each Sponsor based on each such Holders’ beneficial ownership of Registrable Securities, unless Holder otherwise directs the Demand Party to include less than its pro rata share of Registrable Securities in accordance with Section 2.03 . Following delivery of the S-3 Shelf Notices, the Company (x) shall file promptly (and, in any event, within the earlier of (i) thirty (30) days of receipt of the S-3 Shelf Notices and (ii) forty (40) days after delivery of the Eligibility Notice) with the SEC such Shelf Registration Statement (which shall be an automatic Shelf Registration Statement if the Company qualifies at such time to file such a Shelf Registration Statement) relating to the offer and sale of all Registrable Securities requested for inclusion therein by the Initial S-3 Holder and, to the extent requested under Section 3.02(c) , the other Holders from time to time in accordance with the methods of distribution elected by such Holders (to the extent permitted in this Section 3.02 ) and set forth in the Shelf Registration Statement and (y) shall use its reasonable best efforts to cause such Shelf Registration Statement to be promptly declared effective under the Securities Act (including upon the filing thereof if the Company qualifies to file an automatic Shelf Registration Statement); provided , however , that if Investor Holdco, or, if Investor Holdco is no longer a Holder of Registrable Securities, then the Majority Holders, reasonably believes that the Company will become S-3 eligible and delivers a S-3 Shelf Notice following the IPO but prior to the S-3 Eligibility Date, the Company shall not be obligated to file (but shall be obligated to prepare) such Shelf Registration Statement on Form S-3.

(b) Continued Effectiveness . Subject to Section 3.01(a) , the Company shall use its reasonable best efforts to keep any Shelf Registration Statement filed pursuant to Section 3.02(a) continuously effective under the Securities Act in order to permit the Prospectus forming a part thereof to be usable by Shelf Holders until the earliest of (i) the date as of which all Registrable Securities have been sold pursuant to the Shelf Registration Statement or another Registration Statement filed under the Securities Act (but in no event prior to the applicable period referred to in Section 4(3) of the Securities Act and Rule 174 thereunder), (ii) the date as of which each of the Shelf Holders is permitted to sell its Registrable Securities without Registration pursuant to Rule 144 without volume limitation or other restrictions on transfer thereunder, (iii) such shorter period as Investor Holdco, or, if Investor Holdco is no longer a Holder of Registrable Securities, then Shelf Holders holding a majority of the Registrable Securities subject to the Shelf Registration Statement, shall agree in writing (such period of effectiveness, the “ Shelf Period ”). Subject to Section 3.02(d) , the Company shall not be deemed to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the Shelf Period if the Company voluntarily takes any action or omits to take any action that would result in Shelf Holders not being able to offer and sell any Registrable Securities pursuant to such Shelf Registration Statement during the Shelf Period, unless such action or omission is (x) a Shelf Suspension permitted pursuant to Section 3.02(d) or (y) required by applicable law, rule or regulation.

(c) Company Notices . Promptly upon delivery of any S-3 Shelf Notice pursuant to Section 3.02(a) (each, a “ Shelf Notice ”) (but in no event more than five (5) Business Days thereafter), the Company shall deliver a written notice of such Shelf Notice to the Holders (other than the Initial S-3 Holder) and the Company shall include in such Shelf Registration all such Registrable Securities of such other Holders which the Company has received a written request for inclusion therein within five (5) Business Days after such written notice is delivered

to such other Holders (each such Holder delivering such a request together with the Initial S-3 Holder, if applicable, a “ Shelf Holder ”); provided , that , except in connection with an Underwritten Shelf Takedown the Company shall not include in such Shelf Registration Registrable Securities of any Holder in an amount in excess of such Holder’s Pro Rata Percentage. If the Company is permitted by applicable law, rule or regulation to add selling stockholders to a Shelf Registration Statement without filing a post-effective amendment, a Holder may request the inclusion of an amount of such Holder’s Registrable Securities not to exceed such Holder’s Pro Rata Percentage in such Shelf Registration Statement at any time or from time to time after the filing of a Shelf Registration Statement, and the Company shall add such Registrable Securities to the Shelf Registration Statement as promptly as reasonably practicable, and such Holder shall be deemed a Shelf Holder.

(d) Suspension of Registration . If the Company shall furnish to the Shelf Holders a certificate signed by the Chief Executive Officer or equivalent senior executive officer of the Company stating that the continued use of a Shelf Registration Statement filed pursuant to Section 3.02(a) would require the Company to make an Adverse Disclosure, then the Company may suspend use of the Shelf Registration Statement (a “ Shelf Suspension ”); provided , however , that the Company unless otherwise approved in writing the Holders of a majority of the Company Shares that demanded the registration, in respect of any Demand Suspension, shall not be permitted to exercise aggregate Demand Suspensions and Shelf Suspensions more than twice, or for more than an aggregate of 90 days, in each case, during any 12-month period; provided further that in the event of a Shelf Suspension, such Shelf Suspension shall terminate at such earlier time as the Company would no longer be required to make any Adverse Disclosure. Each Shelf Holder shall keep confidential the fact that a Shelf Suspension is in effect, the certificate referred to above and its contents unless and until otherwise notified by the Company, except (A) for disclosure to such Shelf Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Shelf Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and (D) as required by law, rule or regulation. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon delivery of the notice referred to above. The Company shall immediately notify the Shelf Holders upon the termination of any Shelf Suspension, amend or supplement the Prospectus and any Issuer Free Writing Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Shelf Holders such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus as so amended or supplemented as any Shelf Holder may reasonably request. The Company agrees, if necessary, to supplement or make amendments to the Shelf Registration Statement if required by the registration form used by the Company for the applicable Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, or as may reasonably be requested by the Initial S-3 Holder.

(e) Shelf Take-Downs .

(i) An offering or sale of Registrable Securities pursuant to a Shelf Registration Statement (each, a “ Shelf Take-Down ”) may be initiated by Investor Holdco, or if Investor Holdco is no longer a Holder of Registrable Securities, by any Shelf Holder (in such capacity, the “ Initiating Shelf Take-Down Holder ”) in respect of such Initiating Shelf Take-Down Holder’s Registrable Securities included in such Shelf Registration Statement. Except as set forth in Section 3.02(e)(iii) with respect to Marketed Underwritten Shelf Take-Downs, the Initiating Shelf Take-Down Holder shall not be required to permit the offer and sale of Registrable Securities by other Shelf Holders in connection with any such Shelf Take-Down initiated by such Initiating Shelf Take-Down Holder.

(ii) Subject to Section 3.11 , if the Holders of a majority of the Registrable Securities included in the Shelf Registration Statement elect by written request to the Company, a Shelf Take-Down shall be in the form of an Underwritten Offering (an “ Underwritten Shelf Take-Down Notice ”) and the Company shall amend or supplement the Shelf Registration Statement for such purpose as soon as practicable. Such Holders shall have the right to select the managing underwriter or underwriters to administer such offering. The provisions of Section 3.01(f) shall apply to any Underwritten Offering pursuant to this Section 3.02(e) .

(iii) If the plan of distribution set forth in any Underwritten Shelf Take-Down Notice includes a customary “road show” (including an “electronic road show”) or other substantial marketing effort by the Company and the underwriters over a period expected to exceed 48 hours (a “ Marketed Underwritten Shelf Take-Down ”), promptly upon delivery of such Underwritten Shelf Take-Down Notice (but in no event more than three (3) Business Days thereafter), the Company shall deliver a written notice (a “ Marketed Underwritten Shelf Take-Down Notice ”) of such Marketed Underwritten Shelf Take-Down to all Shelf Holders (other than the Initiating Shelf Take-Down Holder), and the Company shall include in such Marketed Underwritten Shelf Take-Down all such Registrable Securities of such Shelf Holders that are Registered on such Shelf Registration Statement for which the Company has received written requests, which requests must specify the aggregate amount of such Registrable Securities of such Holder to be offered and sold pursuant to such Marketed Underwritten Shelf Take-Down, for inclusion therein within three (3) Business Days after the date that such Marketed Underwritten Shelf Take-Down Notice has been delivered.

(iv) For so long as no black-out period as described in and subject to the terms of Section 3.04 with respect to a Marketed Underwritten Offering is then in effect, a Shelf Holder may initiate a Shelf Take-Down with respect to the Registrable Securities of such Shelf Holder so long as such Shelf Take-Down is not in the form of an Underwritten Offering.

Section 3.03. Piggyback Registration .

(a) Participation . If the Company at any time after the IPO proposes to file a Registration Statement with respect to any offering of Company Shares for its own account or for the account of any other Persons (other than (i) a Registration under Section 3.01 or Section 3.02 , it being understood that this clause (i) does not limit the rights of Holders to make written requests pursuant to Section 3.01 or Section 3.02 or otherwise limit the applicability thereof, (ii) a Registration Statement on Form S-4 or S-8 (or such other similar successor forms then in effect under the Securities Act), (iii) a registration of securities solely relating to an offering and sale to

employees, directors or consultants of the Company or its Subsidiaries pursuant to any employee stock plan or other employee benefit plan arrangement, (iv) a registration not otherwise covered by clause (iii) above pursuant to which the Company is offering to exchange its own securities for other securities or (v) a Registration Statement relating solely to dividend reinvestment or similar plans) (a “ Company Public Sale ”), then, (A) as soon as practicable (but in no event less than 60 days prior to the proposed date of filing of such Registration Statement), the Company shall give written notice of such proposed filing to Investor Holdco and all Demand Parties and shall offer Investor Holdco and all Demand Parties the opportunity to Register under such Registration Statement such number of Registrable Securities as Investor Holdco and such Demand Parties may request in writing (provided that the number of Registrable Securities Registered by Investor Holdco pursuant to this section Section 3.03(a) shall be pro rata among members of Investor Holdco based on the Registrable Securities beneficially owned by each such member of Investor Holdco, unless such member of Investor Holdco otherwise directs Investor Holdco to include less than its pro rata share of Registrable Securities in accordance with Section 2.03 ) delivered to the Company within ten (10) days of delivery of such written notice by the Company, and (B) subject to Section 3.03(c) , as soon as practicable after the expiration of such 10-day period (but in no event less than fifteen (15) days prior to the proposed date of filing of such Registration Statement), the Company shall give written notice of such proposed filing to the remaining Holders , and such notice shall offer each such Holder the opportunity to Register under such Registration Statement such number of Registrable Securities as such Holder may request in writing within ten (10) days of delivery of such written notice by the Company. Subject to Section 3.03(b) and (c) , the Company shall include in such Registration Statement all such Registrable Securities that are requested by Holders to be included therein in compliance with the immediately foregoing sentence (a “ Piggyback Registration ”); provided that if at any time after giving written notice of its intention to Register any equity securities and prior to the effective date of the Registration Statement filed in connection with such Piggyback Registration, the Company shall determine for any reason not to Register or to delay Registration of the equity securities covered by such Piggyback Registration, the Company shall give written notice of such determination to each Holder that had requested to Register its, his or her Registrable Securities in such Registration Statement and, thereupon, (1) in the case of a determination not to Register, shall be relieved of its obligation to Register any Registrable Securities in connection with such Registration, without prejudice, however, to the rights of a Demand Party, to request that such Registration be effected as a Demand Registration under Section 3.01 , and (2) in the case of a determination to delay Registering, in the absence of a request by a Demand Party, that such Registration be effected as a Demand Registration under Section 3.01 , shall be permitted to delay Registering any Registrable Securities, for the same period as the delay in Registering the other equity securities covered by such Piggyback Registration. If the offering pursuant to such Registration Statement is to be underwritten, the Company shall so advise the Holders as a part of the written notice given pursuant this Section 3.03(a) , and each Holder making a request for a Piggyback Registration pursuant to this Section 3.03(a) must, and the Company shall make such arrangements with the managing underwriter or underwriters so that each such Holder may, participate in such Underwritten Offering, subject to the conditions of Section 3.03(b) and (c) . If the offering pursuant to such Registration Statement is to be on any other basis, the Company shall so advise the Holders as part of the written notice given pursuant to this Section 3.03(a) , and each Holder making a request for a Piggyback Registration pursuant to this Section 3.03(a) must, and the

Company shall make such arrangements so that each such Holder may, participate in such offering on such basis, subject to the conditions of Section 3.03(b) and (c) . Each Holder shall be permitted to withdraw all or part of its Registrable Securities from a Piggyback Registration at any time prior to the effectiveness of such Registration Statement.

(b) Priority of Piggyback Registration . If the managing underwriter or underwriters of any proposed Underwritten Offering of Registrable Securities included in a Piggyback Registration informs the Company and the Holders that have requested to participate in such Piggyback Registration in writing that, in its or their opinion, the number of securities which such Holders and any other Persons intend to include in such offering exceeds the number which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Registration shall be (i) first , the number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect in such Registration, which such number shall be allocated pro rata among the Holders that have requested to participate in such Registration based on each Holder’s Pro Rata Percentage ( provided that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner) and (ii) second , and only if all of the Registrable Securities referred to in clause (i) have been included in such Registration, any other securities eligible for inclusion in such Registration that, in the opinion of the managing underwriter or underwriters, can be sold without having such adverse effect in such Registration.

(c) Restrictions on Holders . Notwithstanding any provisions contained herein, prior to the distribution by Investor Holdco of all its Registrable Securities held as of the date hereof to its members, Holders other than Investor Holdco or a Demand Party may not request Piggyback Registration of Registrable Securities with respect to any offering of Company Shares for the Company’s account unless Investor Holdco or a Demand Party requests such Piggyback Registration with respect to such offering.

(d) No Effect on Demand Registrations . No Registration of Registrable Securities effected pursuant to a request under this Section 3.03 shall be deemed to have been effected pursuant to Section 3.01 or Section 3.02 or shall relieve the Company of its obligations under Section 3.01 or Section 3.02.

Section 3.04. Black-out Periods .

(a) Black-out Periods for Holders . In the event of a Company Public Sale of the Company’s equity securities in an Underwritten Offering, each of the Holders agrees, if requested by the managing underwriter or underwriters in such Underwritten Offering (and, with respect to a Company Public Sale other than the IPO, if and only if Investor Holdco, or, if Investor Holdco is no longer a Holder of Registrable Securities, then the Majority Holders, agrees to such request), not to (1) offer for sale, sell, pledge, or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any Person at any time in the future of) any Company Shares (including Company Shares that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the SEC and Company Shares that may be issued upon exercise of any

options or warrants) or securities convertible into or exercisable or exchangeable for Company Shares, (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of Company Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Company Shares or other securities, in cash or otherwise, (3) make any demand for or exercise any right or cause to be filed a Registration Statement, including any amendments thereto, with respect to the registration of any Company Shares or securities convertible into or exercisable or exchangeable for Company Shares or any other securities of the Company or (4) publicly disclose the intention to do any of the foregoing, in each case, during the period beginning seven (7) days before and ending 180 days (in the event of the IPO) or 90 days (in the event of any other Company Public Sale) (or, in each case, such other period as may be reasonably requested by the Company or the managing underwriter or underwriters to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in the FINRA rules or any successor provisions or amendments thereto) after the date of the underwriting agreement entered into in connection with such Company Public Sale, to the extent timely notified in writing by the Company or the managing underwriter or underwriters; provided , that (i) no Holder shall be subject to any such black-out period of longer duration or other greater restriction than that applicable to (x) Investor Holdco, or, if Investor Holdco is no longer a Holder of Registrable Securities, then any of the Majority Holders or (y) any director or executive officer who holds Registrable Securities and (ii) if any Holder is released from any such lockup restrictions, all other Holders shall also be released from such lockup restrictions to the same extent. If requested by the managing underwriter or underwriters of any such Company Public Sale (and, with respect to any such Company Public Sale other than the IPO, if and only if Investor Holdco, or, if Investor Holdco is no longer a Holder of Registrable Securities, then the Majority Holders, agrees to such request), the Holders shall execute a separate agreement to the foregoing effect. The Company may impose stop-transfer instructions with respect to the Company Shares (or other securities) subject to the foregoing restriction until the end of the period referenced above.

(b) Black-out Period for the Company and Others . In the case of an offering of Registrable Securities pursuant to Section 3.01 or Section 3.02 that is a Marketed Underwritten Offering, the Company and each of the Holders agree, if requested by (x) Investor Holdco, or, if Investor Holdco is no longer a Holder of Registrable Securities, then requested by Holders of a majority of the Registrable Securities participating in the Marketed Underwritten Offering (the “ Participating Majority ”), or (y) the managing underwriter or underwriters with respect to such Marketed Underwritten Offering, not to (1) offer for sale, sell, pledge, or otherwise dispose of (or enter into any transaction or device that is designed to, or would reasonably be expected to, result in the disposition by any Person at any time in the future of) any Company Shares (including Company Shares that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the SEC and Company Shares that may be issued upon exercise of any options or warrants) or securities convertible into or exercisable or exchangeable for Company Shares, (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of Company Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Company Shares or other securities, in cash or otherwise, (3) make any demand for or exercise any right or cause to be filed a Registration Statement, including any

amendments thereto, with respect to the registration of any Company Shares or securities convertible into or exercisable or exchangeable for Company Shares or any other securities of the Company or (4) publicly disclose the intention to do any of the foregoing, in each case, during the period beginning seven (7) days before, and ending 90 days (or such lesser period as may be agreed by (x) Investor Holdco, or, if Investor Holdco is no longer a Holder of Registrable Securities, then by a Participating Majority, or, (y) if applicable, the managing underwriter or underwriters) (or such other period as may be reasonably requested by Investor Holdco, or, if Investor Holdco is no longer a Holder of Registrable Securities, then by a Participating Majority, or the managing underwriter or underwriters to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in the FINRA rules or any successor provisions or amendments thereto) after, the date of the underwriting agreement entered into in connection with such Marketed Underwritten Offering, to the extent timely notified in writing by (x) Investor Holdco, or, if Investor Holdco is no longer a Holder of Registrable Securities, then by a Participating Majority, or (y) the managing underwriter or underwriters, as the case may be; provided that (i) no Holder shall be subject to any such black-out period of longer duration or other greater restriction than that applicable to Investor Holdco, or, if Investor Holdco is no longer a Holder of Registrable Securities, then a Participating Majority, and (ii) if any Holder is released from any such lockup restrictions, all other Holders shall also be released from such lockup restrictions to the same extent. Notwithstanding the foregoing, the Company may effect a public sale or distribution of securities of the type described above and during the periods described above if such sale or distribution is made pursuant to Registrations on Form S-4 or S-8 or any successor form to such Forms or as part of any Registration of securities for offering and sale to employees, directors or consultants of the Company and its Subsidiaries pursuant to any employee stock plan or other employee benefit plan arrangement. The Company agrees to use its reasonable best efforts to obtain from each of its directors and officers and each other holder of restricted securities of the Company which securities are the same as or similar to the Registrable Securities being Registered, or any restricted securities convertible into or exchangeable or exercisable for any of such securities, an agreement not to effect any public sale or distribution of such securities during any such period referred to in this paragraph, except as part of any such Registration, if permitted. Without limiting the foregoing (but subject to Section 3.07 ), if after the date hereof the Company or any of its Subsidiaries grants any Person (other than a Holder) any rights to demand or participate in a Registration, the Company shall, and shall cause its Subsidiaries to, provide that the agreement with respect thereto shall include such Person’s agreement to comply with any black-out period required by this Section as if it were a Holder hereunder. If requested by the managing underwriter or underwriters of any such Marketed Underwritten Offering (and if and only if Investor Holdco, or, if Investor Holdco is no longer a Holder of Registrable Securities, then a Participating Majority, agrees to such request), the Holders shall execute a separate agreement to the foregoing effect. The Company may impose stop-transfer instructions with respect to the Company Shares (or other securities) subject to the foregoing restriction until the end of the period referenced above.

Section 3.05. Registration Procedures .

(a) In connection with the Company’s Registration obligations under Section 3.01 , Section 3.02 and Section 3.03 and subject to the applicable terms and conditions set forth

therein, the Company shall use its reasonable best efforts to effect such Registration to permit the sale of such Registrable Securities in accordance with the intended method or methods of distribution thereof as expeditiously as reasonably practicable (and to take all actions reasonably necessary to cure any suspension or stop order of such Registration as promptly as reasonably practicable), and in connection therewith the Company shall:

(i) prepare the required Registration Statement including all exhibits and financial statements required under the Securities Act to be filed therewith, and before filing a Registration Statement, Prospectus or any Issuer Free Writing Prospectus, or any amendments or supplements thereto, (x) furnish to the underwriters, if any, and the Participating Holders, if any, copies of all documents prepared to be filed, which documents shall be subject to the review of such underwriters and the Participating Holders and their respective counsel and (y) except in the case of a Registration under Section 3.03 , not file any Registration Statement or Prospectus or amendments or supplements thereto to which any Participating Holder or the underwriters, if any, shall reasonably object;

(ii) as promptly as practicable file with the SEC a Registration Statement relating to the Registrable Securities including all exhibits and financial statements required by the SEC to be filed therewith, and use its reasonable best efforts to cause such Registration Statement to become effective under the Securities Act as soon as practicable;

(iii) prepare and file with the SEC such pre- and post-effective amendments to such Registration Statement, supplements to the Prospectus and such amendments or supplements to any Issuer Free Writing Prospectus as may be reasonably requested by any other Participating Holder necessary to keep such Registration effective for the period of time required by this Agreement, and comply with provisions of the applicable securities laws with respect to the sale or other disposition of all securities covered by such Registration Statement during such period in accordance with the intended method or methods of disposition by the sellers thereof set forth in such Registration Statement;

(iv) promptly notify the Participating Holders and the managing underwriter or underwriters, if any, and (if requested) confirm such advice in writing and provide copies of the relevant documents, as soon as reasonably practicable after notice thereof is received by the Company (A) when the applicable Registration Statement or any amendment thereto has been filed or becomes effective, and when the applicable Prospectus or Issuer Free Writing Prospectus or any amendment or supplement thereto has been filed, (B) of any written comments by the SEC or any request by the SEC or any other federal or state governmental authority for amendments or supplements to such Registration Statement, Prospectus or Issuer Free Writing Prospectus or for additional information, (C) of the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or any order by the SEC or any other regulatory authority preventing or suspending the use of any preliminary or final Prospectus or any Issuer Free Writing Prospectus or the initiation or threatening of any proceedings for such purposes, (D) if, at any time, the representations and warranties of the Company in any applicable underwriting agreement cease to be true and correct in all material respects, (E) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities for offering or sale in any jurisdiction and (F) of the receipt by the Company of any notification with respect to the initiation or threatening of any proceeding for the suspension of the qualification of the Registrable Securities for offering or sale in any jurisdiction;

(v) promptly notify the Participating Holders and the managing underwriter or underwriters, if any, when the Company becomes aware of the happening of any event as a result of which the applicable Registration Statement, the Prospectus included in such Registration Statement (as then in effect) or any Issuer Free Writing Prospectus contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein (in the case of such Prospectus, any preliminary Prospectus or any Issuer Free Writing Prospectus, in light of the circumstances under which they were made) not misleading, when any Issuer Free Writing Prospectus includes information that may conflict with the information contained in the Registration Statement, or, if for any other reason it shall be necessary during such time period to amend or supplement such Registration Statement, Prospectus or Issuer Free Writing Prospectus in order to comply with the Securities Act and, in either case as promptly as reasonably practicable thereafter, prepare and file with the SEC, and furnish without charge to the Participating Holders and the managing underwriter or underwriters, if any, an amendment or supplement to such Registration Statement, Prospectus or Issuer Free Writing Prospectus which shall correct such misstatement or omission or effect such compliance;

(vi) use its reasonable best efforts to prevent, or obtain the withdrawal of, any stop order or other order suspending the use of any preliminary or final Prospectus or any Issuer Free Writing Prospectus;

(vii) promptly incorporate in a Prospectus supplement, Issuer Free Writing Prospectus or post-effective amendment to the applicable Registration Statement such information as the managing underwriter or underwriters and the Holders of a majority of the Registrable Securities included in the applicable Registration Statement agree should be included therein relating to the plan of distribution with respect to such Registrable Securities, and make all required filings of such Prospectus supplement, Issuer Free Writing Prospectus or post-effective amendment as soon as reasonably practicable after being notified of the matters to be incorporated in such Prospectus supplement, Issuer Free Writing Prospectus or post-effective amendment;

(viii) furnish to each Participating Holder and each underwriter, if any, without charge, as many conformed copies as such Participating Holder or underwriter may reasonably request of the applicable Registration Statement and any amendment or post-effective amendment thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference);

(ix) deliver to each Participating Holder and each underwriter, if any, without charge, as many copies of the applicable Prospectus (including each preliminary Prospectus), any Issuer Free Writing Prospectus and any amendment or supplement thereto as such Participating Holder or underwriter may reasonably request (it being understood that the Company consents to the use of such Prospectus, any Issuer Free Writing Prospectus and any amendment or supplement thereto by such Participating Holder and the underwriters, if any, in connection with the offering and sale of the Registrable Securities thereby) and such other documents as such Participating Holder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities by such Participating Holder or underwriter;

(x) on or prior to the date on which the applicable Registration Statement is declared effective, use its reasonable best efforts to register or qualify, and cooperate with the Participating Holders, the managing underwriter or underwriters, if any, and their respective counsel, in connection with the registration or qualification of such Registrable Securities for offer and sale under the securities or “Blue Sky” laws of each state and other jurisdiction of the United States as any Participating Holder or managing underwriter or underwriters, if any, or their respective counsel reasonably request in writing and do any and all other acts or things reasonably necessary or advisable to keep such registration or qualification in effect for such period as required by Section 3.02(b) , whichever is applicable, provided that the Company shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action which would subject it to taxation or general service of process in any such jurisdiction where it is not then so subject;

(xi) cooperate with the Participating Holders and the managing underwriter or underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends, and enable such Registrable Securities to be in such denominations and registered in such names as the managing underwriters may request at least two (2) Business Days prior to any sale of Registrable Securities to the underwriters;

(xii) use its reasonable best efforts to cause the Registrable Securities covered by the applicable Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the seller or sellers thereof or the underwriter or underwriters, if any, to consummate the disposition of such Registrable Securities;

(xiii) not later than the effective date of the applicable Registration Statement, provide a CUSIP number for all Registrable Securities and provide the applicable transfer agent with printed certificates for the Registrable Securities which are in a form eligible for deposit with The Depository Trust Company;

(xiv) make such representations and warranties to the Participating Holders and the underwriters or agents, if any, in form, substance and scope as are customarily made by issuers in secondary underwritten public offerings;

(xv) enter into such customary agreements (including underwriting and indemnification agreements) and take all such other actions as the Holders of a majority of the then outstanding Registrable Securities or the managing underwriter or underwriters, if any, reasonably request in order to expedite or facilitate the registration and disposition of such Registrable Securities;

(xvi) obtain for delivery to the Participating Holders and to the underwriter or underwriters, if any, an opinion or opinions from counsel for the Company dated the effective date of the Registration Statement or, in the event of an Underwritten Offering, the date of the

closing under the underwriting agreement, in customary form, scope and substance, which opinions shall be reasonably satisfactory to such Participating Holders or underwriters, as the case may be, and their respective counsel;

(xvii) in the case of an Underwritten Offering, obtain for delivery to the Company and the managing underwriter or underwriters, with copies to the Participating Holders, a cold comfort letter from the Company’s independent certified public accountants in customary form and covering such matters of the type customarily covered by cold comfort letters as the managing underwriter or underwriters reasonably request, dated the date of execution of the underwriting agreement and brought down to the closing under the underwriting agreement;

(xviii) cooperate with each Participating Holder and each underwriter, if any, participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the FINRA;

(xix) use its reasonable best efforts to comply with all applicable securities laws and make available to its security holders, as soon as reasonably practicable, an earnings statement satisfying the provisions of Section 11(a) of the Securities Act and the rules and regulations promulgated thereunder;

(xx) provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by the applicable Registration Statement from and after a date not later than the effective date of such Registration Statement;

(xxi) use its reasonable best efforts to cause all Registrable Securities covered by the applicable Registration Statement to be listed on each securities exchange on which any of the Company Shares are then listed or quoted and on each inter-dealer quotation system on which any of the Company Shares are then quoted;

(xxii) make available upon reasonable notice at reasonable times and for reasonable periods for inspection by any Participating Holder, by any underwriter participating in any disposition to be effected pursuant to such Registration Statement and by any attorney, accountant or other agent retained by such Participating Holder(s) or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company, and cause all of the Company’s officers, directors and employees and the independent public accountants who have certified its financial statements to make themselves available to discuss the business of the Company and to supply all information reasonably requested by any such Person in connection with such Registration Statement as shall be necessary to enable them to exercise their due diligence responsibility; provided , that , any such Person gaining access to information regarding the Company pursuant to this Section 3.05(a)(xxii) shall agree to hold in strict confidence and shall not make any disclosure or use any information regarding the Company that the Company determines in good faith to be confidential, and of which determination such Person is notified, unless (w) the release of such information is requested or required by law or by deposition, interrogatory, requests for information or documents by a governmental entity, subpoena or similar process, (x) such information is or becomes publicly known other than through a breach of this or any other agreement of which such Person has

actual knowledge, (y) such information is or becomes available to such Person on a non-confidential basis from a source other than the Company or (z) such information is independently developed by such Person; and

(xxiii) in the case of an Underwritten Offering, cause the senior executive officers of the Company to participate in the customary “road show” presentations that may be reasonably requested by the managing underwriter or underwriters in any such Underwritten Offering and otherwise to facilitate, cooperate with, and participate in each proposed offering contemplated herein and customary selling efforts related thereto.

(b) The Company may require each Participating Holder to furnish to the Company such information regarding the distribution of such securities and such other information relating to such Participating Holder and its ownership of Registrable Securities as the Company may from time to time reasonably request in writing. Each Participating Holder agrees to furnish such information to the Company and to cooperate with the Company, in each case as reasonably necessary to enable the Company to comply with the provisions of this Agreement.

(c) Each Participating Holder agrees that, upon delivery of any notice by the Company of the happening of any event of the kind described in Section 3.05(a)(iv)(C), (D), or (E) or Section 3.05(a)(v) , such Participating Holder will forthwith discontinue disposition of Registrable Securities pursuant to such Registration Statement until (i) such Participating Holder’s receipt of the copies of the supplemented or amended Prospectus or Issuer Free Writing Prospectus contemplated by Section 3.05(a)(v) , (ii) such Participating Holder is advised in writing by the Company that the use of the Prospectus or Issuer Free Writing Prospectus, as the case may be, may be resumed, (iii) such Participating Holder is advised in writing by the Company of the termination, expiration or cessation of such order or suspension referenced in Section 3.05(a)(iv) (C) or (E) or (iv) such Participating Holder is advised in writing by the Company that the representations and warranties of the Company in such applicable underwriting agreement are true and correct in all material respects. If so directed by the Company, such Participating Holder shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in such Participating Holder’s possession, of the Prospectus or any Issuer Free Writing Prospectus covering such Registrable Securities current at the time of delivery of such notice. In the event the Company shall give any such notice, the period during which the applicable Registration Statement is required to be maintained effective shall be extended by the number of days during the period from and including the date of the giving of such notice to and including the date when each seller of Registrable Securities covered by such Registration Statement either receives the copies of the supplemented or amended Prospectus or Issuer Free Writing Prospectus contemplated by Section 3.05(a)(v) or is advised in writing by the Company that the use of the Prospectus or Issuer Free Writing Prospectus may be resumed.

Section 3.06. Underwritten Offerings .

(a) Demand and Shelf Registrations . If requested by the underwriters for any Underwritten Offering requested by Investor Holdco, or, if Investor Holdco is no longer a Holder of Registrable Securities, then by a Participating Majority, the Company shall enter into an

underwriting agreement with such underwriters for such offering, such agreement to be reasonably satisfactory in substance and form to the Company, Investor Holdco, or, if Investor Holdco is no longer a Holder of Registrable Securities, then the Participating Majority, and the underwriters, and to contain such representations and warranties by the Company and such other terms as are generally prevailing in agreements of that type, including indemnities no less favorable to the recipient thereof than those provided in Section 3.09 . Investor Holdco, or, if Investor Holdco is no longer a Holder of Registrable Securities, then the Participating Majority, shall cooperate with the Company in the negotiation of such underwriting agreement and shall give consideration to the reasonable suggestions of the Company regarding the form thereof. The Participating Holders shall be parties to such underwriting agreement, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such Participating Holders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating Holders. Any such Participating Holder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters in connection with such underwriting agreement other than representations, warranties or agreements regarding such Participating Holder, such Participating Holder’s title to the Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, such Participating Holder’s intended method of distribution, absence of liens with respect to the Registrable Securities of such Participating Holder, enforceability of the applicable underwriting agreement as against such Participating Holder, receipt of all consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities by such Participating Holder and any other representations required to be made by such Participating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds from such Underwritten Offering.

(b) Piggyback Registrations . If the Company proposes to register any of its securities under the Securities Act as contemplated by Section 3.03 and such securities are to be distributed in an Underwritten Offering through one or more underwriters, the Company shall, if requested by any Holder pursuant to Section 3.03 and subject to the provisions of Section 3.03(b) and (c), arrange for such underwriters to include on the same terms and conditions that apply to the other sellers in such Registration all the Registrable Securities to be offered and sold by such Holder among the securities of the Company to be distributed by such underwriters in such Registration. The Participating Holders shall be parties to the underwriting agreement between the Company and such underwriters, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such Participating Holders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating Holders. Any such Participating Holder shall not be required to make any representations or warranties to, or agreements with the Company or the underwriters in connection with such underwriting agreement other than representations, warranties or agreements regarding such Participating Holder, such Participating Holder’s title to the Registrable Securities, such Participating Holder’s

authority to sell the Registrable Securities, such Participating Holder’s intended method of distribution, absence of liens with respect to the Registrable Securities of such Participating Holder, enforceability of the applicable underwriting agreement as against such Participating Holder, receipt of all consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities by such Participating Holder or any other representations required to be made by such Participating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds from such Underwritten Offering.

(c) Participation in Underwritten Registrations . Subject to the provisions of Section 3.06(a) and (b) above, no Person may participate in any Underwritten Offering hereunder unless such Person (i) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Persons entitled to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

(d) Price and Underwriting Discounts . In the case of an Underwritten Offering under Section 3.01 or Section 3.02 , the price, underwriting discount and other financial terms for the Registrable Securities shall be determined by Investor Holdco, or, if Investor Holdco is no longer a Holder of Registrable Securities, then by a Participating Majority.

Section 3.07. No Inconsistent Agreements; Additional Rights . Article III The Company is not currently a party to, and shall not hereafter enter into any agreement with respect to its securities that is inconsistent with the rights granted to the Holders by this Agreement, including allowing any other holder or prospective holder of any securities of the Company (a) registration rights in the nature or substantially in the nature of those set forth in Section 3.01, Section 3.02 or Section 3.03 that would have priority over the Registrable Securities with respect to the inclusion of such securities in any Registration (except to the extent such registration rights are solely related to registrations of the type contemplated by Section 3.03(a)(ii) through (iv)) or (b) demand registration rights in the nature or substantially in the nature of those set forth in Section 3.01 or Section 3.02 that are exercisable prior to such time as Investor Holdco, or, if Investor Holdco is no longer a Holder of Registrable Securities, then the Participating Majority, can first exercise its rights under Section 3.01 or Section 3.02, in each case without the prior written consent of Investor Holdco, or, if Investor Holdco is no longer a Holder of Registrable Securities, then of the Majority Holders.

Section 3.08. Registration Expenses .

(a) Subject to Section 3.08(b) , all expenses incident to the Company’s performance of or compliance with this Agreement shall be paid by the Company, including (i) all registration and filing fees, and any other fees and expenses associated with filings required to be made with the SEC, FINRA and if applicable, the fees and expenses of any “qualified independent underwriter,” as such term is defined in Rule 5121 of FINRA. (or any successor provision), and of its counsel, (ii) all fees and expenses in connection with compliance with any securities or “Blue Sky” laws (including fees and disbursements of counsel for the underwriters in connection with “Blue Sky” qualifications of the Registrable Securities), (iii) all

printing, duplicating, word processing, messenger, telephone, facsimile and delivery expenses (including expenses of printing certificates for the Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing Prospectuses and Issuer Free Writing Prospectuses), (iv) all fees and disbursements of counsel for the Company and of all independent certified public accountants of the Company (including the expenses of any special audit and cold comfort letters required by or incident to such performance), (v) Securities Act liability insurance or similar insurance if the Company so desires or the underwriters so require in accordance with then-customary underwriting practice, (vi) all fees and expenses incurred in connection with the listing of Registrable Securities on any securities exchange or quotation of the Registrable Securities on any inter-dealer quotation system, (vii) all applicable rating agency fees with respect to the Registrable Securities, (viii) all reasonable fees and disbursements of one legal counsel and one accounting firm as selected by the holders of a majority of the Registrable Securities included in such Registration, (ix) any underwriting discounts, commissions, fees and related expenses of underwriters, (x) all fees and expenses of any special experts or other Persons retained by the Company in connection with any Registration, (xi) all of the Company’s internal expenses (including all salaries and expenses of its officers and employees performing legal or accounting duties), (xii) all expenses related to the “road-show” for any Underwritten Offering, including all travel, meals and lodging and (xiv) any other fees and disbursements customarily paid by the issuers of securities. All such expenses are referred to herein as “ Registration Expenses .”

(b) Subject to Section 3.08(c) , Upon a withdraw by a Demand Party of its Registrable Securities from a Demand Registration at any time prior to the effectiveness of the applicable Demand Registration Statement pursuant to Section 3.01(b) , such Demand Party shall reimburse the Company for all reasonable out-of-pocket Registration Expenses.

(c) A Demand Party shall not be required to reimburse the Company for its expenses incurred in connection with an attempted Demand Registration pursuant to Section 3.08(b) (and the attempted Demand Registration shall not count as a Demand Registration for purposes of Section 3.11 ) if:

(i) the Demand Party determines in its good faith judgment to withdraw its request for such registration due to a material adverse change in the Company (other than as a result of any action by the Demand Party);

(ii) such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court for any reason (other than as a result of any act by the Demand Party) and the Company fails to have such stop order, injunction or other order or requirement removed, withdrawn or resolved to the Demand Party’s reasonable satisfaction;

(iii) the Demand Party requests that the Company withdraw the registration at any time during a period in which a Demand Suspension or Shelf Suspension is in effect or within ten days after the termination of a period in which a Demand Suspension or Shelf Suspension is in effect; or

(iv) the conditions to closing specified in the underwriting agreement entered into in connection with such registration are not satisfied (other than as a result of a default or breach thereunder by the Demand Party).

Section 3.09. Indemnification .

(a) Indemnification by the Company . The Company agrees to indemnify and hold harmless, to the full extent permitted by law, each of the Holders, each of their respective direct or indirect partners, members or shareholders and each of such partner’s, member’s or shareholder’s partners, members or shareholders and, with respect to all of the foregoing Persons, each of their respective Affiliates, employees, directors, officers, trustees or agents and each Person who controls (within the meaning of the Securities Act or the Exchange Act) such Persons, each of their respective Representatives and, with respect to any Holder who is a natural person, the Family Members of such natural person, entities formed for estate or family planning purposes and/or one or more trusts for the sole benefit of the natural person and/or the Family Members of such natural Person, from and against any and all losses, penalties, judgments, suits, costs, claims, damages, liabilities and expenses, joint or several (including reasonable costs of investigation and legal expenses) (each, a “ Loss ” and collectively, “ Losses ”) arising out of or based upon (i) any untrue or alleged untrue statement of a material fact contained in any Registration Statement under which such Registrable Securities were Registered under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment or supplement thereto or any documents incorporated by reference therein), any Issuer Free Writing Prospectus or amendment or supplement thereto, or any other disclosure document produced by or on behalf of the Company or any of its Subsidiaries including reports and other documents filed under the Exchange Act, (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus, preliminary Prospectus or Issuer Free Writing Prospectus, in light of the circumstances under which they were made) not misleading, (iii) any violation or alleged violation by the Company of any federal, state or common law rule or regulation applicable to the Company or any of its Subsidiaries in connection with any such registration, qualification, compliance or sale of Registrable Securities, (iv) any failure to register or qualify Registrable Securities in any state where the Company or its agents have affirmatively undertaken or agreed in writing that the Company (the undertaking of any underwriter being attributed to the Company) will undertake such registration or qualification on behalf of the Holders of such Registrable Securities ( provided , that , in such instance the Company shall not be so liable if it has undertaken its reasonable best efforts to so register or qualify such Registrable Securities) or (v) any actions or inactions or proceedings in respect of the foregoing whether or not such indemnified party is a party thereto, and the Company will reimburse, as incurred, each such Holder and each of their respective direct or indirect partners, members or shareholders and each of such partner’s, member’s or shareholder’s partners members or shareholders and, with respect to all of the foregoing Persons, each of their respective Affiliates, employees, directors, officers, trustees or agents and controlling Persons, each of their respective Representatives and, with respect to any Holder who is a natural person, the Family Members of such natural person, entities formed for estate or family planning purposes and/or one or more trusts for the sole benefit of such natural person and/or the Family Members of such natural Person, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action; provided , that , the Company shall not be liable to

any particular indemnified party to the extent that any such Loss arises out of or is based upon (A) an untrue statement or alleged untrue statement or omission or alleged omission made in any such Registration Statement or other document in reliance upon and in conformity with written information furnished to the Company by such indemnified party expressly for use in the preparation thereof or (B) an untrue statement or omission in a preliminary Prospectus relating to Registrable Securities, if a Prospectus (as then amended or supplemented) that would have cured the defect was furnished to the indemnified party from whom the Person asserting the claim giving rise to such Loss purchased Registrable Securities at least five (5) days prior to the written confirmation of the sale of the Registrable Securities to such Person and a copy of such Prospectus (as amended and supplemented) was not sent or given by or on behalf of such indemnified party to such Person at or prior to the written confirmation of the sale of the Registrable Securities to such Person. This indemnity shall be in addition to any liability the Company may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Holder or any indemnified party and shall survive the transfer of such securities by such Holder. The Company shall also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of the Securities Act and the Exchange Act) to the same extent as provided above with respect to the indemnification of the indemnified parties.

(b) Indemnification by the Participating Holders . Each Participating Holder agrees (severally and not jointly) to indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors and officers and each Person who controls the Company (within the meaning of the Securities Act or the Exchange Act), and each other Holder, each of such other Holder’s respective direct or indirect partners, members or shareholders and each of such partner’s, member’s or shareholder’s partners, members or shareholders and, with respect to all of the foregoing Persons, each of their respective Affiliates, employees, directors, officers, trustees or agents and each Person who controls (within the meaning of the Securities Act or the Exchange Act) such Persons, each of their respective Representatives and, with respect to any Participating Holder who is a natural person, the Family Members of such natural person, entities formed for estate or family planning purposes and/or one or more trusts for the sole benefit of such natural person and/or the Family Members of such natural Person, from and against any Losses resulting from (i) any untrue statement of a material fact in any Registration Statement under which such Registrable Securities of such Participating Holder were Registered under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment or supplement thereto or any documents incorporated by reference therein) or any Issuer Free Writing Prospectus or amendment or supplement thereto, or (ii) any omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus, preliminary Prospectus or Issuer Free Writing Prospectus, in light of the circumstances under which they were made) not misleading, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is contained in any information furnished in writing by such Participating Holder to the Company specifically for inclusion in such Registration Statement, Prospectus, offering circular, Issuer Free Writing Prospectus or other document and has not been corrected in a subsequent writing prior to or concurrently with the sale of the Registrable Securities to the Person asserting the claim. In no event shall the liability of such Participating Holder hereunder be greater in amount than the dollar amount of the net proceeds received by such Participating Holder under the sale of Registrable Securities giving rise to such indemnification obligation.

(c) Conduct of Indemnification Proceedings . Any Person entitled to indemnification under this Section 3.09 shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification ( provided , that , any delay or failure to so notify the indemnifying party shall relieve the indemnifying party of its obligations hereunder only to the extent, if at all, that it is actually and materially prejudiced by reason of such delay or failure) and (ii) permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided , that , any Person entitled to indemnification hereunder shall have the right to select and employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such Person unless (A) the indemnifying party has agreed in writing to pay such fees or expenses, (B) the indemnifying party shall have failed to assume the defense of such claim within a reasonable time after delivery of notice of such claim from the Person entitled to indemnification hereunder and employ counsel reasonably satisfactory to such Person, (C) the indemnified party has reasonably concluded (based upon advice of its counsel) that there may be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party, or (D) in the reasonable judgment of any such Person (based upon advice of its counsel) a conflict of interest may exist between such Person and the indemnifying party with respect to such claims (in which case, if the Person notifies the indemnifying party in writing that such Person elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such claim on behalf of such Person). If the indemnifying party assumes the defense, the indemnifying party shall not have the right to settle such action, consent to entry of any judgment or enter into any settlement, in each case without the prior written consent of the indemnified party, unless the entry of such judgment or settlement (i) includes as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of an unconditional release from all liability in respect to such claim or litigation and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of such indemnified party, and provided , that , any sums payable in connection with such settlement are paid in full by the indemnifying party. If such defense is not assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its prior written consent, but such consent may not be unreasonably withheld. It is understood that the indemnifying party or parties shall not, except as specifically set forth in this Section 3.09(c) , in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements or other charges of more than one separate firm admitted to practice in such jurisdiction at any one time unless (x) the employment of more than one counsel has been authorized in writing by the indemnifying party or parties, (y) an indemnified party has reasonably concluded (based on the advice of counsel) that there may be legal defenses available to it that are different from or in addition to those available to the other indemnified parties, or (z) a conflict or potential conflict exists or may exist (based upon advice of counsel to an indemnified party) between such indemnified party and the other indemnified parties, in each of which cases the indemnifying party shall be obligated to pay the reasonable fees and expenses of such additional counsel or counsels.

(d) Contribution . If for any reason the indemnification provided for in paragraphs (a) and (b) of this Section 3.09 is unavailable to an indemnified party or insufficient in respect of any Losses referred to therein, then the indemnifying party shall contribute to the amount paid or payable by the indemnified party as a result of such Loss in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and the indemnified party or parties on the other hand in connection with the acts, statements or omissions that resulted in such losses, as well as any other relevant equitable considerations. In connection with any Registration Statement filed with the SEC by the Company, the relative fault of the indemnifying party on the one hand and the indemnified party on the other hand shall be determined by reference to, among other things, whether any untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just or equitable if contribution pursuant to this Section 3.09(d) were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in this Section 3.09(d) . No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The amount paid or payable by an indemnified party as a result of the Losses referred to in Section 3.09(a) and Section 3.09(b) shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 3.09(d) , in connection with any Registration Statement filed by the Company, a Participating Holder shall not be required to contribute any amount in excess of the dollar amount of the net proceeds received by such Holder under the sale of Registrable Securities giving rise to such contribution obligation less any amount paid by such Holders pursuant to Section 3.09(b) . If indemnification is available under this Section 3.09 , the indemnifying parties shall indemnify each indemnified party to the full extent provided in Section 3.09(a) and Section 3.09(b) hereof without regard to the provisions of this Section 3.09(d) .

(e) No Exclusivity . The remedies provided for in this Section 3.09 are not exclusive and shall not limit any rights or remedies which may be available to any indemnified party at law or in equity or pursuant to any other agreement.

(f) Survival . The indemnities provided in this Section 3.09 shall survive the transfer of any Registrable Securities by such Holder.

Section 3.10. Rules 144 and 144A and Regulation S . The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder (or, if the Company is not required to file such reports, it will, upon the reasonable request of any Holder, make publicly available such necessary information for so long as necessary to permit sales pursuant to Rules 144, 144A or Regulation S under the Securities Act), and it will take such further action as any Holder may reasonably request, all to the extent required from time to time to enable the Holders, following the IPO, to sell Registrable Securities without Registration under the Securities Act within the limitation of the exemptions provided by (i) Rules 144, 144A or

Regulation S under the Securities Act, as such Rules may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the SEC. Upon the reasonable request of a Holder, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements and, if not, the specifics thereof.

Section 3.11. Limitation on Registrations and Underwritten Offerings . Notwithstanding the rights and obligations set forth in Section 3.01 and Section 3.02, in no event shall the Company be obligated to take any action to (i) effect more than one Marketed Underwritten Offering in any consecutive 180-day period; (ii) effect any Underwritten Offering unless Holders propose to sell Registrable Securities in such Underwritten Offering having a reasonably anticipated gross aggregate price (before deduction of underwriter commissions and offering expenses) of at least $40,000,000 or 100% of the Registrable Securities then held by such Holders (if the value of such Registrable Securities is reasonably anticipated to have a net aggregate price of less than $40,000,000); (iii) effect more than five (5) Demand Registrations; or (iv) effect more than one (1) Demand Registration in any 180-day period.

Section 3.12. Clear Market . With respect to any Underwritten Offerings of Registrable Securities by Investor Holdco, or, if Investor Holdco is no longer a Holder of Registrable Securities, then by a Participating Majority, the Company agrees not to effect (other than pursuant to the Registration applicable to such Underwritten Offering or pursuant to a Special Registration) any public sale or distribution, or to file any Registration Statement (other than pursuant to the Registration applicable to such Underwritten Offering or pursuant to a Special Registration) covering any of its equity securities or any securities convertible into or exchangeable or exercisable for such securities, during the period not to exceed ten (10) days prior and sixty (60) days following the effective date of such offering or such longer period up to ninety (90) days as may be requested by the managing underwriter for such Underwritten Offering. “ Special Registration ” means the registration of (A) equity securities and/or options or other rights in respect thereof solely registered on Form S-4 or Form S-8 (or successor form) or (B) shares of equity securities and/or options or other rights in respect thereof to be offered to directors, employees, consultants, customers, lenders or vendors of the Company or its Subsidiaries or in connection with dividend reinvestment plans.

Section 3.13. In-Kind Distributions . If any Holder seeks to effectuate an in-kind distribution of all or part of its Company Shares to its direct or indirect equityholders, the Company will reasonably cooperate with and assist such Holder, such equityholders and the Company’s transfer agent to facilitate such in-kind distribution in the manner reasonably requested by such Holder (including the delivery of instruction letters by the Company or its counsel to the Company’s transfer agent, the delivery of customary legal opinions by counsel to the Company and the delivery of Company Shares without restrictive legends, to the extent no longer applicable).

ARTICLE IV

MISCELLANEOUS

Section 4.01. Term . Article III of this Agreement (other than the provisions of Section 3.09 , Section 3.10 and Section 3.13 ) shall terminate with respect to any Holder (a)

with the prior written consent of Investor Holdco, or, if Investor Holdco is no longer a Holder of Registrable Securities, then the Majority Holders, in connection with the consummation of a Change of Control, (b) for those Holders that beneficially own less than five percent (5%) of the Company’s outstanding Company Shares, if all of the Registrable Securities then owned by such Holder could be sold in any ninety (90)-day period pursuant to Rule 144 (assuming for this purpose that such Holder is an Affiliate of the Company), or (c) as to any Holder, if all of the Registrable Securities held by such Holder have been sold in a Registration pursuant to the Securities Act or pursuant to an exemption therefrom. Upon the written request of the Company, each Holder agrees to promptly deliver a certificate to the Company setting forth the number of Registrable Securities then beneficially owned by such Holder.

Section 4.02. Contribution of Trican Units .

(a) Notwithstanding anything to the contrary, in the event that Trican or any of its Affiliates fail to pay, or cause to be paid, amounts due under the Trican Purchase Agreement pursuant to Section 3.8 of the Trican Purchase Agreement prior to the Final Payment Date (as defined in the Trican Purchase Agreement) (the “ Defaulted Payment Amount ”), the number of Class A units of Investor Holdco (“ Class A Units ”) held by Trican shall be immediately and automatically, without further action of Investor Holdco, the Company or any other Person, be reduced by the number of Class A Units (or fraction thereof) as set forth in Section 3.8 of the Trican Purchase Agreement, which shall have a value equal to the Defaulted Payment Amount, with the value of each such Class A Unit calculated in accordance with the good faith determination of the management board of Investor Holdco, based on the Implied Default Valuation (as defined in the Trican Purchase Agreement) divided by 1,000,000; provided , that the members of Investor Holdco agree to treat (and will cause each of their respective Affiliates to treat) such reduction in Class A Units as an adjustment to the Purchase Price (as described in Section 3.1 of the Trican Purchase Agreement) for all tax purposes. Within ten days following the Final Payment Date, Investor Holdco shall submit a notice to Trican, with a copy to the Company, in accordance with Section 10.6 of the Trican Purchase Agreement setting forth, in reasonable detail, the calculation of any such reduction and the number of Class A Units held by Trican (and the fully diluted percentage ownership thereof) after taking into account such cancellation in accordance with this Section 4.02(a) . In connection with such cancellation, Trican shall forfeit any right to any amounts due or owed with respect to such cancelled Class A Units. Notwithstanding anything to the contrary, for purposes of this Section 4.02(a) , references in the Trican Purchase Agreement to “Keane Common Equity Units” and “Class A Units” shall be deemed to refer the Class A Units under this Agreement.

(b) Promptly following any reduction in the number of Class A Units held by Trican in accordance with Section 4.02(a) , Investor Holdco shall contribute to the Company the corresponding number of Company Shares then held by Investor Holdco equal to the product of (i) the number of Company Shares then held by Investor Holdco, multiplied by (ii) a fraction, (A) the numerator of which is the number of Class A Units held by Trican that were reduced in accordance with Section 4.02(a) and (B) the denominator of which is the aggregate number of Class A Units held by all members of Investor Holdco immediately prior to the reduction of Class A Units held by Trican in accordance with Section 4.02(a) .

Section 4.03. Injunctive Relief . It is hereby agreed and acknowledged that it will be impossible to measure in money the damage that would be suffered if the parties fail to comply with any of the obligations herein imposed on them and that in the event of any such failure, an aggrieved Person will be irreparably damaged and will not have an adequate remedy at law. Any such Person shall, therefore, be entitled (in addition to any other remedy to which it may be entitled in law or in equity) to injunctive relief, including specific performance, to enforce such obligations, and if any action should be brought in equity to enforce any of the provisions of this Agreement, none of the parties hereto shall raise the defense that there is an adequate remedy at law.

Section 4.04. Attorneys ’ Fees . In any action or proceeding brought to enforce any provision of this Agreement or where any provision hereof is validly asserted as a defense, the successful party shall, to the extent permitted by applicable law, be entitled to recover reasonable attorneys’ fees in addition to any other available remedy.

Section 4.05. Notices . Unless otherwise specified herein, all notices, consents, approvals, reports, designations, requests, waivers, elections and other communications authorized or required to be given pursuant to this Agreement shall be in writing and shall be deemed to have been given (a) when personally delivered, (b) when transmitted via facsimile to the number set out below or on a Holder’s signature page hereto, as applicable, if the sender on the same day sends a confirming copy of such notice by a recognized overnight delivery service (charges prepaid), (c) the day following the day (except if not a Business Day then the next Business Day) on which the same has been delivered prepaid to a reputable national overnight air courier service, (d) when transmitted via email (including via attached pdf document) to the email address set out below or on a Holder’s signature page hereto, as applicable, as applicable, if the sender on the same day sends a confirming copy of such notice by a recognized overnight delivery service (charges prepaid) or (e) the third Business Day following the day on which the same is sent by certified or registered mail, postage prepaid, in each case to the respective parties as applicable, at the address, facsimile number or email address set forth on a Holder’s signature page hereto, as applicable (or such other address, facsimile number or email address as such Holder may specify by notice to the Company in accordance with this Section 4.05 ), and the Company at the following address:

Keane Group, Inc.

212 Sage Road, Suite 370

Houston, TX 77056


Attention:		James Stewart, Chairman and Chief Executive Officer
		Gregory Powell, President and Chief Financial Officer

with copies (which shall not constitute notice) to:

Schulte Roth & Zabel LLP

919 Third Avenue

New York, New York 10022


Attention:		Stuart D. Freedman, Esq.
		Antonio L. Diaz-Albertini, Esq.

Section 4.06. Publicity and Confidentiality . Each of the parties hereto shall keep confidential this Agreement and the transactions contemplated hereby, and any nonpublic information received pursuant hereto, and shall not disclose, issue any press release or otherwise make any public statement relating hereto or thereto without the prior written consent of the Company and Investor Holdco, or, if Investor Holdco is no longer a Holder of Registrable Securities, then the Majority Holders, unless so required by applicable law or any governmental authority; provided that no such written consent shall be required (and each party shall be free to release such information) for disclosures (a) to each party’s partners, members, advisors, employees, agents, accountants, trustees, attorneys, Affiliates and investment vehicles managed or advised by such party or the partners, members, advisors, employees, agents, accountants, trustees or attorneys of such Affiliates or managed or advised investment vehicles, in each case so long as such Persons agree to keep such information confidential or (b) to the extent required by law, rule or regulation.

Section 4.07. Amendment . The terms and provisions of this Agreement may only be amended, modified or waived at any time and from time to time by a writing executed by the Company and Investor Holdco, or, if Investor Holdco is no longer a Holder of Registrable Securities, the Majority Holders; provided , that , any amendment, modification or waiver that would affect the rights, benefits or obligations of any Holder shall require the written consent of such Holder only if any of the following is applicable: (i) such amendment, modification or waiver would materially and adversely affect such rights, benefits or obligations of such Holder and (ii) such amendment, modification or waiver would affect such Holder in a materially worse manner than the manner in which such amendment or waiver affects the other Holders.

Section 4.08. Successors, Assigns and Transferees .

(a) Subject to Section 2.03 , the rights and obligations of each party hereto may not be assigned, in whole or in part, without the written consent of (i) the Company and (ii) Investor Holdco, or, if Investor Holdco is no longer a Holder of Registrable Securities, then the Majority Holders; provided , that, notwithstanding the foregoing, the rights and obligations of Investor Holdco set forth herein may be assigned, in whole or in part, by Investor Holdco, to any transferee of Registrable Securities held by Investor Holdco (including the members of Investor Holdco and their Affiliates) and to any Affiliate of a member of Investor Holdco that otherwise acquires Company Shares or Company Share Equivalents in accordance with this Agreement, including in accordance with Section 2.03 ) (each Person to whom the rights and obligations are assigned in compliance with this Section 4.08 is a “ Permitted Assignee ” and all such Persons, collectively, are “ Permitted Assignees ”); provided further , that such transferee shall only be admitted as a party hereunder upon its, his or her execution and delivery of a joinder agreement, in form and substance reasonably acceptable to the Company, agreeing to be bound by the terms and conditions of this Agreement as if such Person were a party hereto (together with any other documents the Company reasonably determines are necessary to make such Person a party hereto), whereupon such Person will be treated as a Holder for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as the transferring Holder with respect to the transferred Registrable Securities (except that if the transferee was a Holder prior to such transfer, such transferee shall have the same rights, benefits and obligations with respect to the such transferred Registrable Securities as were applicable to Registrable Securities held by such

transferee prior to such transfer). Nothing herein shall operate to permit a transfer of Registrable Securities otherwise restricted by the Limited Liability Company Agreement of Investor Holdco, as amended from time to time, or any other agreement to which any Holder may be a party.

(b) If the Company is a party to any merger, amalgamation, consolidation, exchange or other similar transaction (a “ Conversion Event ”) pursuant to which Registrable Securities are converted into or exchanged for securities or the right to receive Equity Securities of any other Person (“ Conversion Securities ”), the issuer of such Conversion Securities (a “ Conversion Security Issuer ”) shall assume (in a writing delivered to the Company and the Investor Holders), with respect to such Conversion Securities, all rights and obligations of the Company hereunder (which assumption shall not relieve the Company of its obligations hereunder to the extent that any Registrable Securities issued by the Company continue to be outstanding and held by a Holder following a Conversion Event) and this Agreement shall apply with respect to such Conversion Securities, mutatis mutandis . The Company will not effect any Conversion Event unless the issuer of the Conversion Securities complies with this Section 4.08(b) .

Section 4.09. Binding Effect . Except as otherwise provided in this Agreement, the terms and provisions of this Agreement shall be binding on and inure to the benefit of each of the parties hereto and their respective successors.

Section 4.10. Third Party Beneficiaries . Nothing in this Agreement, express or implied, is intended or shall be construed to confer upon any Person not a party hereto (other than those Persons entitled to indemnity or contribution under Section 3.09 , each of whom shall be a third party beneficiary thereof) any right, remedy or claim under or by virtue of this Agreement.

Section 4.11. Governing Law; Jurisdiction . THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO CONFLICT OF LAWS PRINCIPLES, SHALL GOVERN THE VALIDITY, CONSTRUCTION AND INTERPRETATION OF THIS AGREEMENT. EACH PARTY TO THIS AGREEMENT HEREBY IRREVOCABLY AGREES THAT ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY AGREEMENTS OR TRANSACTIONS CONTEMPLATED HEREBY MAY BE BROUGHT EXCLUSIVELY IN THE CHANCERY COURT OF THE STATE OF DELAWARE AND HEREBY EXPRESSLY SUBMITS TO THE PERSONAL JURISDICTION AND VENUE OF SUCH COURT FOR THE PURPOSES THEREOF AND EXPRESSLY WAIVES ANY CLAIM OF IMPROPER VENUE AND ANY CLAIM THAT SUCH COURTS ARE AN INCONVENIENT FORUM. EACH PARTY HEREBY IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO THE ADDRESS PROVIDED TO THE COMPANY IN ACCORDANCE WITH Section 4.05 , SUCH SERVICE TO BECOME EFFECTIVE TEN DAYS AFTER SUCH MAILING.

Section 4.12. Waiver of Jury Trial EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW

ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. EACH OF THE PARTIES HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS Section 4.12 .

Section 4.13. Severability . If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 4.14. Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same agreement.

Section 4.15. Headings . The heading references herein and in the table of contents hereto are for convenience purposes only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof.

Section 4.16. Joinder . Any Person that holds Company Shares may, with the prior written consent of the holders of a majority of the outstanding Registrable Securities, be admitted as a party to this Agreement upon its execution and delivery of a joinder agreement, in form and substance acceptable to the holders of a majority of the outstanding Registrable Securities, agreeing to be bound by the terms and conditions of this Agreement as if such Person were a party hereto (together with any other documents the Company reasonably determines are necessary to make such Person a party hereto), whereupon such Person will be treated as a Holder for all purposes of this Agreement.

Section 4.17. Other Activities . Notwithstanding anything in this Agreement to the contrary, none of the provisions of this Agreement shall in any way limit a Holder or any of its Affiliates from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, principaling, merger advisory, financing, asset management, trading, market making, arbitrage, investment activity and other similar activities conducted in the ordinary course of their business.

[ Remainder of Page Intentionally Blank ]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.


KEANE GROUP, INC.

By:
	Name:	Gregory L. Powell
	Title:	President and Chief Financial Officer

HOLDERS:


KEANE INVESTOR HOLDINGS LLC

By:
	Name:	Gregory L. Powell
	Title:	Authorized Person

[Signature Page to Stockholders’ Agreement]

EXHIBIT 4.2

EXECUTION

NOTE PURCHASE

AGREEMENT

THE PURCHASERS LISTED HEREIN

AND

U.S. Bank National Association

(AS AGENT)

WITH

KGH Intermediate Holdco II, LLC

(ISSUER)

AUGUST 8, 2014

TABLE OF CONTENTS


		Page

I.	DEFINITIONS.		1

1.1.	Accounting Terms.		1
1.2.	General Terms.		2
1.3.	Uniform Commercial Code Terms.		37
1.4.	Certain Matters of Construction.		38

II.	Commitments and Notes.		38

2.1.	Sale and Purchase of the Term Notes; the Closing.		38
2.2.	Delayed Draw Notes.		39
2.3.	Scheduled Repayment of Notes.		40
2.4.	Optional Prepayments; Prepayment Premium.		40
2.5.	Mandatory Prepayments.		41
2.6.	Use of Proceeds.		43
2.7.	Incremental Notes.		43
2.8.	Defaulting Purchaser.		43

III.	INTEREST; FEES; PAYMENTS GENERALLY; TAXES.		48

3.1.	Interest.		48
3.2.	Fees.		49
3.3.	[RESERVED].		49
3.4.	Computation of Interest and Fees.		49
3.5.	Maximum Charges.		49
3.6.	[RESERVED].		49
3.7.	[RESERVED].		49
3.8.	Payments Generally.		49
3.9.	Gross Up for Taxes.		50
3.10.	Withholding Tax Exemption.		51

IV.	COLLATERAL: GENERAL TERMS.		52

4.1.	Security Interest in the Collateral.		52
4.2.	Perfection of Security Interest.		52
4.3.	Disposition of Collateral.		53
4.4.	Preservation of Collateral.		53
4.5.	Ownership of Collateral.		53
4.6.	Defense of Agent’s and Purchasers’ Interests.		54
4.7.	Books and Records.		55
4.8.	Financial Disclosure.		55
4.9.	Compliance with Laws.		55
4.10.	Inspection of Premises.		55
4.11.	Insurance.		55
4.12.	Failure to Pay Insurance.		56


4.13.	Payment of Taxes.	56
4.14.	Vehicles.	57
4.15.	Receivables.	57
4.16.	Inventory.	59
4.17.	Maintenance of Equipment.	59
4.18.	Exculpation of Liability.	60
4.19.	Environmental Matters.	60
4.20.	Financing Statements.	60
4.21.	[RESERVED].	60
4.22.	Mortgages.	64
4.23.	Intercreditor Agreement.	61

V.	REPRESENTATIONS AND WARRANTIES.	64

5.1.	Authority.	64
5.2.	Formation and Qualification.	65
5.3.	Survival of Representations and Warranties.	65
5.4.	Tax Returns.	65
5.5.	Financial Statements.	66
5.6.	Entity Names.	66
5.7.	OSHA and Environmental Compliance.	67
5.8.	Solvency; No Litigation, Violation, Indebtedness or Default; ERISA Compliance.	67
5.9.	Patents, Trademarks, Copyrights and Licenses.	69
5.10.	Licenses and Permits.	69
5.11.	[RESERVED].	67
5.12.	No Burdensome Restrictions.	69
5.13.	No Labor Disputes.	70
5.14.	Margin Regulations.	70
5.15.	Investment Company Act.	70
5.16.	Disclosure.	70
5.17.	[RESERVED].	68
5.18.	Conflicting Agreements.	70
5.19.	Application of Certain Laws and Regulations.	70
5.20.	Business and Property of Note Parties.	71
5.21.	Anti-Terrorism Laws.	71
5.22.	Trading with the Enemy.	72
5.23.	Federal Securities Laws.	72
5.24.	Equity Interests.	72
5.25.	Commercial Tort Claims.	72
5.26.	Letter of Credit Rights.	72
5.27.	Material Contracts.	72
5.28.	Registration of Securities.	73
5.29.	Private Offering.	73
5.30.	Eligibility Requirements.	73
5.31.	SEC Reports.	73


VI.	AFFIRMATIVE COVENANTS.	73

6.1.	[RESERVED].	71
6.2.	Conduct of Business and Maintenance of Existence and Assets.	73
6.3.	Violations.	73
6.4.	[RESERVED].	62
6.5.	Fixed Charge Coverage Ratio.	74
6.6.	[RESERVED].	72
6.7.	Payment of Indebtedness.	74
6.8.	Standards of Financial Statements.	74
6.9.	Federal Securities Laws.	74
6.10.	Additional Guarantors; Further Assurances.	74
6.11.	Designation of Subsidiaries.	75
6.12.	Use of Proceeds.	75
6.13.	USA PATRIOT Act Information.	75
6.14.	Post-Closing Actions.	75

VII.	NEGATIVE COVENANTS.	75

7.1.	Merger, Consolidation, Acquisition and Sale of Assets.	76
7.2.	Creation of Liens.	77
7.3.	Guarantees.	77
7.4.	Investments.	77
7.5.	Loans.	78
7.6.	[RESERVED].	78
7.7.	Distributions.	78
7.8.	Indebtedness.	80
7.9.	Nature of Business.	80
7.10.	Transactions with Affiliates.	80
7.11.	[RESERVED].	81
7.12.	Fiscal Year and Accounting Changes.	81
7.13.	[RESERVED].	81
7.14.	Amendment of Organizational Documents; Material Indebtedness.	81
7.15.	Compliance with ERISA.	81
7.16.	Prepayment of Subordinated Indebtedness.	82
7.17.	Burdensome Agreements.	82
7.18.	Anti-Terrorism Laws.	83
7.19.	Trading with the Enemy Act.	84
7.20.	Permitted Activities.	84

VIII.	CONDITIONS PRECEDENT.	85

8.1.	Conditions to Initial Purchase.	85
8.2.	Conditions to Delayed Draw Notes Purchase.	88
8.3.	Conditions to Each Notes Purchase.	89
8.4.	Determination of Conditions Precedent.	87

iii



IX.	INFORMATION AS TO NOTE PARTIES.	89

9.1.	Disclosure of Material Matters.	89
9.2.	[RESERVED].	90
9.3.	Litigation.	88
9.4.	Material Occurrences; Material Contracts.	90
9.5.	Parent Financials.	91
9.6.	Annual Financial Statements.	91
9.7.	Quarterly Financial Statements.	91
9.8.	Monthly Financial Statements.	91
9.9.	Other Reports.	92
9.10.	Additional Information.	92
9.11.	Projected Operating Budget.	92
9.12.	Variances From Operating Budget.	92
9.13.	Notice of Suits, Adverse Events.	92
9.14.	ERISA Notices and Requests.	93
9.15.	Unrestricted Subsidiaries.	93
9.16.	Additional Documents.	93

X.	EVENTS OF DEFAULT.	94

10.1.	Nonpayment.	94
10.2.	Breach of Representation.	94
10.3.	Financial and other Information.	94
10.4.	Judicial Actions.	94
10.5.	Noncompliance.	94
10.6.	Judgments.	94
10.7.	Bankruptcy.	95
10.8.	Inability to Pay.	95
10.9.	[Reserved].	95
10.10.	Lien Priority.	95
10.11.	Cross Default.	95
10.12.	Termination of Guaranty.	95
10.13.	Change of Ownership.	96
10.14.	Invalidity.	96
10.15.	[Reserved].	96
10.16.	[Reserved].	96
10.17.	[Reserved].	96
10.18.	Pension Plans.	96

XI.	PURCHASERS’ RIGHTS AND REMEDIES AFTER DEFAULT.	96

11.1.	Rights and Remedies.	96
11.2.	Purchaser’s Discretion.	98
11.3.	Setoff.	98
11.4.	Rights and Remedies not Exclusive.	98
11.5.	Equity Cure Right.	98
11.6.	Allocation of Payments After Event of Default.	99


XII.	WAIVERS AND JUDICIAL PROCEEDINGS.	100

12.1.	Waiver of Notice.	100
12.2.	Delay.	100
12.3.	Jury Waiver.	100

XIII.	EFFECTIVE DATE AND TERMINATION.	100

13.1.	Term.	100
13.2.	Termination.	100

XIV.	REGARDING AGENT.	101

14.1.	Appointment.	101
14.2.	Collateral.	101
14.3.	Nature of Duties and Exculpatory Provisions.	103
14.4.	Lack of Reliance on Agent and Resignation.	105
14.5.	Reliance.	106
14.6.	Indemnification.	107
14.7.	Delivery of Documents.	107
14.8.	No Reliance on Agent’s Customer Identification Program.	107
14.9.	Agent May File Proof of Claim.	107

XV.	GUARANTY.	108

15.1.	Guarantee of Obligations.	108
15.2.	Continuing Obligation.	108
15.3.	Waivers with Respect to Obligations.	109
15.4.	Purchasers’ Power to Waive, etc.	110
15.5.	Information Regarding the Issuer, etc.	110
15.6.	Certain Guarantor Representations.	111
15.7.	Subrogation.	111
15.8.	Subordination.	112
15.9.	Contribution Among Guarantors.	112

XVI.	MISCELLANEOUS.	112

16.1.	Governing Law.	112
16.2.	Entire Understanding.	113
16.3.	Successors and Assigns; Participations; New Purchasers.	115
16.4.	Register.	113
16.5.	Exchange.	113
16.6.	Replacement Notes.	115
16.7.	Application of Payments.	121
16.8.	Indemnity.	121
16.9.	Notice.	122
16.10.	Survival.	124
16.11.	Severability.	124
16.12.	Expenses.	124
16.13.	Injunctive Relief.	124
16.14.	Consequential Damages.	125
16.15.	Captions.	125


16.16.	Counterparts; Facsimile Signatures.	125
16.17.	Construction.	125
16.18.	Confidentiality; Sharing Information.	125
16.19.	Publicity.	126
16.20.	Certifications From Banks and Participants; USA PATRIOT Act.	126
16.21.	INTERCREDITOR AGREEMENT.	126
16.22.	USA PATRIOT Act.	126
16.23.	Anti-Terrorism Laws.	126

XVII.	REPRESENTATION AND WARRANTIES OF THE PURCHASERS.	128

17.1.	Legal Capacity; Due Authorization.	128
17.2.	Restrictions on Transfer.	128
17.3.	Accredited Investor, etc.	128
17.4.	Reliance on Exemptions.	128
17.5.	Information.	128
17.6.	No Governmental Review.	128
17.7.	Validity; Enforcement.	128

XVIII.	REGISTERED INVESTMENT COMPANIES.	128

LIST OF EXHIBITS AND SCHEDULES


Exhibits

Exhibit A		Term Note
Exhibit B		Delayed Draw Note
Exhibit C		Intercreditor Agreement
Exhibit D		Pledge Agreement
Exhibit 1.2		Compliance Certificate
Exhibit 5.5(b)		Financial Projections
Exhibit 6.10		Additional Guarantor Supplement
Exhibit 8.1(g)		Solvency Certificate
Exhibit 16.3(c)		Assignment and Assumption
Exhibit 16.3(d)(A)		Affiliated Purchaser Assignment and Assumption
Exhibit 16.3(d)(B)		Affiliated Purchaser Notice

Schedules

Schedule A		PIMCO Purchasers
Schedule B		Guggenheim Purchasers
Schedule 1.1		Commitments
Schedule 1.2		Permitted Encumbrances
Schedule 1.3		Pledged Equity
Schedule 1.4		Closing Date Guarantors
Schedule 4.5		Leasehold Interests; Location of Note Parties; Ownership of Collateral; Place of Business, Chief Executive Office, Real Property
Schedule 4.14		Vehicles
Schedule 4.15(i)		Deposit Accounts, Securities Accounts and Investment Accounts
Schedule 5.1		Consents
Schedule 5.2(a)		States of Formation and Qualification and Good Standing
Schedule 5.2(b)		Subsidiaries
Schedule 5.4		Federal Tax Identification Number
Schedule 5.6		Prior Names
Schedule 5.8(b)		Litigation
Schedule 5.8(d)		Plans
Schedule 5.9		Intellectual Property
Schedule 5.10		Licenses and Permits
Schedule 5.24		Equity Interests
Schedule 5.25		Commercial Tort Claims
Schedule 5.26		Letter of Credit Rights
Schedule 5.27		Material Contracts
Schedule 5.28		Registered Securities
Schedule 6.14		Post-Closing Actions
Schedule 7.3		Guarantees
Schedule 7.4		Permitted Investments
Schedule 7.8		Indebtedness
Schedule 7.17		Existing Agreements
Schedule 7.20		Permitted Activities

vii

NOTE PURCHASE AGREEMENT

This NOTE PURCHASE AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “ Agreement ”) dated as of August 8, 2014 among KGH Intermediate Holdco I, LLC, a Delaware limited liability company (“ Holdings ”), KGH Intermediate Holdco II, LLC, a Delaware limited liability company (the “ Issuer ”), the Subsidiary Guarantors from time to time party hereto, the investors party to this Agreement from time to time as purchasers (collectively, the “ Purchasers ” and each, individually, a “ Purchaser ”) and U.S. Bank National Association as agent for the Purchasers (“ Agent ”).

RECITALS:

WHEREAS, the Issuer desires to issue and sell to the Purchasers on the Closing Date, and the Purchasers have agreed to purchase on the Closing Date, pursuant to this Agreement, the Issuer’s Senior Secured Notes due August 8, 2019 (the “ Term Notes ”) in the aggregate original stated principal amount of $150,000,000, in the form attached hereto as Exhibit A ; and

WHEREAS, the Issuer desires to issue and sell to the Purchasers from time to time during the Delayed Draw Availability Period, and the Purchasers have agreed to purchase during such period, pursuant to this Agreement, the Issuer’s Senior Secured Notes due August 8, 2019 (the “ Delayed Draw Notes ”) in an aggregate original stated principal amount not to exceed $50,000,000, in the form attached hereto as Exhibit B .

IN CONSIDERATION of the mutual covenants and undertakings herein contained, each of the Note Parties, the Purchasers and Agent hereby agree as follows:

I.	DEFINITIONS.

1.1. Accounting Terms . As used in this Agreement, the other Note Documents or any certificate, report or other document made or delivered pursuant to this Agreement or the other Note Documents, accounting terms not defined in Section 1.2 or elsewhere in this Agreement and accounting terms partly defined in Section 1.2 to the extent not defined, shall have the respective meanings given to them under GAAP; provided, however, whenever such accounting terms are used for the purposes of determining compliance with financial covenants in this Agreement, such accounting terms shall be defined in accordance with GAAP as applied in preparation of the audited financial statements of KGH and its consolidated Subsidiaries provided to the Purchasers prior to the Closing Date for the fiscal year ended on or about December 31, 2013. If at any time any change in GAAP would affect the computation of any financial covenant or requirement set forth in the Agreement or any other Note Document, and either the Issuer or the Required Purchasers so request, the Required Purchasers and Issuer shall negotiate in good faith to amend such covenant or requirement to preserve the original intent thereof in light of such change in GAAP; provided that, until so amended, (a) such covenant or requirement will continue to be determined in accordance with GAAP prior to such change, and (b) Issuer shall provide to the Purchasers financial statements and other documents required under this Agreement or as reasonably requested by the Required Purchasers setting forth a reconciliation between calculations of such covenant or requirement made both before and after giving effect to such change in GAAP.

Notwithstanding anything in this Agreement to the contrary, any lease of the Note Parties and their Subsidiaries that would be characterized as an operating lease under GAAP in effect on the Closing Date (whether such lease is entered into before or after the Closing Date) shall not constitute a Capitalized Lease under this Agreement or any other Note Document as a result of any changes in GAAP occurring after the Closing Date and (ii) for purposes of determining compliance with any covenant (including the computation of any financial covenant or the determination of financial measures) contained herein, Indebtedness of the Issuer and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded.

1.2. General Terms . For purposes of this Agreement the following terms shall have the following meanings:

“ Acquired Indebtedness ” shall mean, with respect to any specified Person,

(a) Indebtedness of any other Person existing at the time such other Person is merged, consolidated or amalgamated with or into or becomes a Restricted Subsidiary of such specified Person, excluding Indebtedness incurred in connection with, or in contemplation of, such other Person merging, amalgamating or consolidating with or into, or becoming a Restricted Subsidiary of, such specified Person, and

(b) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

“ Additional Purchaser ” shall mean any Person that is not an existing Purchaser and has agreed to provide Incremental Commitments pursuant to Section 2.7(c).

“ Adjusted EBITDA ” shall mean the sum of (a) Earnings Before Interest and Taxes for such period (without giving effect to clauses (iii) through (vi) of such definition) plus (b) without duplication and to the extent reflected in arriving at net income (or loss) and not added back to Earnings Before Interest and Taxes, the sum of (i) depreciation expenses for such period and (ii) amortization expenses for such period, including, without limitation, non-cash amortization expenses of deferred financing costs.

“ Affiliate ” of any Person shall mean (a) any Person which, directly or indirectly, is in control of, is controlled by, or is under common control with such Person, or (b) any Person who is a director, manager, member, managing member, general partner or officer (i) of such Person, (ii) of any Subsidiary of such Person or (iii) of any Person described in clause (a) above. For purposes of this definition, control of a Person shall mean the power, direct or indirect, (x) to vote 10% or more of the Equity Interests having ordinary voting power for the election of directors of such Person or other Persons performing similar functions for any such Person, or (y) to direct or cause the direction of the management and policies of such Person whether by ownership of Equity Interests, contract or otherwise.

“ Agent ” shall have the meaning set forth in the preamble to this Agreement and shall include its successors and assigns.

“ Agent Fee Letter ” means the letter agreement dated August 8, 2014 by and between the Issuer and Agent relating to the fees payable by the Issuer to Agent in connection with this Agreement and the other Note Documents.

“ Aggregate Revolver Commitments ” means the “Aggregate Commitments” as defined in, and in effect on the Closing Date under, the Revolving Credit Agreement, but in any event giving effect to (x) any increase to commitments thereunder since the Closing Date in an amount equal to the Revolving Credit Incremental Usage Amount and (y) any permanent decrease to such commitments thereunder.

“ Agreement ” shall have the meaning set forth in the preamble.

“ All-In Yield ” means, as to any Indebtedness, the yield thereof, whether in the form of interest rate, margin, OID, upfront fees, a eurocurrency or base rate floor, or other similar financial consideration, in each case, incurred or payable by the Issuer generally to all holders of such Indebtedness; provided that OID and upfront fees shall be equated to an interest rate assuming a 4-year life to maturity (e.g. 100 basis points of OID equals 25 basis points of interest rate margin for a four year average life to maturity); and provided, further, that “All-In Yield” shall not include arrangement fees, structuring fees, underwriting fees and similar fees not paid generally to all holders in the primary syndication or purchase of such Indebtedness.

“ Annual Financial Statements ” means the audited consolidated and consolidating balance sheets and related statements of income, stockholders’ equity and changes in cash flows of KGH and its Subsidiaries for the fiscal years ended December 31, 2011, December 31, 2012 and December 31, 2013.

“ Anti-Terrorism Laws ” shall mean any Laws relating to terrorism, trade sanctions programs and embargoes, import/export licensing, money laundering or bribery, and any regulation, order, or directive promulgated, issued or enforced pursuant to such Laws, all as amended, supplemented or replaced from time to time. For purposes of this definition only, “Law(s)” shall mean any law(s) (including common law), constitution, statute, treaty, regulation, rule, ordinance, opinion, issued guidance, release, ruling, order, executive order, injunction, writ, decree, bond, judgment, authorization or approval, lien or award of or any settlement arrangement, by agreement, consent or otherwise, with any Governmental Body, foreign or domestic.

“ Applicable ECF Percentage ” means, for any fiscal year of the Issuer, (a) 50% if the Leverage Ratio as of the last day of such fiscal year is greater than 2.00 to 1.00, (b) 25% if the Leverage Ratio as of the last day of such fiscal year is less than or equal to 2.00 to 1.00 and greater than 1.50 to 1.00 and (c) 0% if the Leverage Ratio as of the last day of such fiscal year is less than or equal to 1.50 to 1.00.

“ Applicable Law ” shall mean all laws, rules and regulations applicable to the Person, conduct, transaction, covenant, Note Document or contract in question, including all applicable common law and equitable principles, all provisions of all applicable state, federal and foreign constitutions, statutes, rules, regulations, treaties, directives and orders of any Governmental Body, and all orders, judgments and decrees of all courts and arbitrators.

“ Applicable Rate ” shall mean a percentage per annum equal to 7.50%.

“ Assignment and Assumption ” shall mean a document in the form of Exhibit 16.3 hereto, properly completed and otherwise in form and substance satisfactory to Agent and the Required Purchasers by which the new Purchaser purchases and assumes a portion of the obligation of the Purchasers to purchase or otherwise hold Notes under this Agreement.

“ Attributable Indebtedness ” shall mean, on any date, (a) in respect of any Capitalized Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP and (b) in respect of any lease that is not a Capitalized Lease entered into in connection with any Sale-Leaseback Transaction by any Person, the capitalized amount of the remaining lease payments under such lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a Capitalized Lease.

“ Authority ” shall have the meaning set forth in Section 4.19(d) hereof.

“ Blocked Person ” shall have the meaning set forth in Section 5.21(b) hereof.

“ Board of Directors ” means, for any Person, the board of directors or other governing body of such Person or, if such Person does not have such a board of directors or other governing body and is owned or managed by a single entity, the Board of Directors of such entity, or, in either case, any committee thereof duly authorized to act on behalf of such Board of Directors. Unless otherwise provided, “Board of Directors” means the Board of Directors of the Issuer.

“ Business Day ” shall mean any day other than Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed.

“ Capital Expenditures ” shall mean expenditures made or liabilities incurred for the acquisition (whether by purchase or lease) of any fixed assets or improvements, replacements, substitutions or additions thereto which have a useful life of more than one year (each a “capital asset”) including the total principal portion of Capitalized Lease Obligations, which, in accordance with GAAP, would be classified as capital expenditures.

“ Capitalized Lease Obligation ” means at the time any determination thereof is to be made, the amount of the liability in respect of a Capitalized Lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) prepared in accordance with GAAP.

“ Capitalized Leases ” shall mean all leases that have been or are required to be, in accordance with GAAP, recorded as capitalized leases.

“ Cash Equivalents ” shall mean, to the extent owned by Holdings, the Issuer or any Restricted Subsidiary, those investments set forth in clauses (a) through (d) of Section 7.4.

“ CERCLA ” shall mean the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. §§9601 et seq.

“ CFC ” means a “controlled foreign corporation” within the meaning of Section 957 of the Code.

“ CFC Holdco ” means any Domestic Subsidiary that has no material assets other than Equity of one or more Foreign Subsidiaries that are CFCs or any other Domestic Subsidiary that itself is a CFC Holdco.

“ Change of Control ” shall mean (a) the occurrence of any event (whether in one or more transactions) which results in (i) so long as financial statements of KGH and its consolidated Subsidiaries are being provided in lieu of financial statements of the Issuer and its consolidated Subsidiaries in accordance with Section 9.5, any Person other than KGH owning beneficially or of record any Equity Interest in Holdings, (ii) any Person other than Holdings owning beneficially or of record any Equity Interest in the Issuer or (iii) a transfer of control of Holdings to a (1) Person (other than an Original Owner) or (2) Persons (other than Original Owners) constituting a “group” (within the meaning of Rule 13d-5 of the Exchange Act), (b) any merger or consolidation of or with the Issuer, except as otherwise permitted by this Agreement, (c) the sale of all or substantially all of the property or assets of the Issuer, except as otherwise permitted by this Agreement or (d) any “Change of Control” (or any comparable term) in any document pertaining to (A) the Revolving Credit Facility or (B) any other Indebtedness in excess of the Threshold Amount to which any Note Party or any Restricted Subsidiary is party. For purposes of this definition, “control of Holdings” shall mean the power, direct or indirect, (x) to vote 50% or more of the Equity Interests having ordinary voting power for the election of directors (or the individuals performing similar functions) of Holdings or (y) to appoint a majority of the members of the board of directors of Holdings by contract or otherwise.

“ Charges ” shall mean all taxes, charges, fees, imposts, levies or other assessments, including all net income, gross income, gross receipts, sales, use, ad valorem, value added, transfer, franchise, profits, inventory, capital stock, license, withholding, payroll, employment, social security, unemployment, excise, severance, stamp, occupation and property taxes, custom duties, fees, assessments, liens, claims and charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts, imposed by any taxing or other authority, domestic or foreign, upon the Collateral or any Note Party or any Restricted Subsidiary.

“ Class ” shall mean, with respect to the Notes, those Notes that have the same terms and conditions (without regard to differences in the upfront fees, OID or similar fees paid or payable in connection with the sale of such Notes, or differences in tax treatment (e.g., “fungibility”)); provided that such Notes may be designated in writing by the Issuer and Purchasers holding such Notes as a separate Class from other Notes that have the same terms and conditions and (ii) with respect to Purchasers, those of such Purchasers that have Notes of a particular Class. For the avoidance of doubt, the Term Notes and the Delayed Draw Notes shall be treated as the same Class for all purposes of this Agreement.

“ Closing ” shall have the meaning set forth in Section 2.1(b).

“ Closing Date ” shall mean August 8, 2014 or such other date as may be agreed to by the parties hereto.

“ Closing Date Mortgaged Property ” shall mean the Material Real Property set forth on Schedule 4.5 to this Agreement and more particularly defined in the Mortgage for such real property.

“ COAC ” means Cerberus Operations and Advisory Company LLC, a Delaware limited liability company.

“ Code ” shall mean the Internal Revenue Code of 1986, as the same may be amended or supplemented from time to time, and any successor statute of similar import.

“ Collateral ” shall mean and include:

(a) all Receivables;

(b) all Equipment;

(d) all Money and Deposit Accounts;

(e) all Intellectual Property;

(f) all Inventory;

(g) all Investment Property;

(h) all Real Property;

(i) all Pledged Equity;

(j) all of each Note Party’s right, title and interest in and to, whether now owned or hereafter acquired and wherever located; (i) its respective goods and other property including, but not limited to, all merchandise returned or rejected by Customers, relating to or securing any of the Receivables; (ii) all of each Note Party’s rights as a consignor, a consignee, an unpaid vendor, mechanic, artisan, or other holder of a lien, including stoppage in transit, setoff, detinue, replevin, reclamation and repurchase; (iii) all additional amounts due to any Note Party from any Customer relating to the Receivables; (iv) other property, including warranty claims, relating to any goods securing the Obligations; (v) all of each Note Party’s contract rights, rights of payment which have been earned under a contract right, instruments (including promissory notes), documents, chattel paper (including electronic chattel paper), warehouse receipts, deposit accounts, letters of credit and money; (vi) all commercial tort claims (whether now existing or hereafter arising); (vii) if and when obtained by any Note Party, all real and personal property of third parties in which such Note Party has been granted a lien or security interest as security for the payment or enforcement of Receivables; (viii) all letter of credit rights (whether or not the respective letter of credit is evidenced by a writing); (ix) all supporting obligations; and (x) any other goods, personal property or real property now owned or hereafter acquired in which any Note Party has expressly granted a security interest or may in the future grant a security interest to Agent hereunder, or in any amendment or supplement hereto or thereto, or under any other agreement between Agent and any Note Party;

(k) all of each Note Party’s ledger sheets, ledger cards, files, correspondence, records, books of account, business papers, computers, computer software (owned by any Note Party or in which such Note Party has an interest), computer programs, tapes, disks and documents relating to clauses (a), (b), (c), (d), (e), (f), (g) or (h) of this definition; and

(l) all proceeds and products of clauses (a), (b), (c), (d), (e), (f), (g), (h) and (i) of this definition in whatever form, including, but not limited to: cash, deposit accounts (whether or not comprised solely of proceeds), certificates of deposit, insurance proceeds (including hazard, flood and credit insurance), negotiable instruments and other instruments for the payment of money, chattel paper, security agreements, documents, eminent domain proceeds, condemnation proceeds and tort claim proceeds.

For the avoidance of doubt, the Collateral shall not include any of the Excluded Assets.

It is the intention of the parties that if Agent shall fail to have a perfected Lien in any particular assets of any Note Party for any reason whatsoever (including assets that constitute Excluded Assets (except in the case of clause (a) therein)), but the provisions of this Agreement and/or of the other Note Documents, together with all financing statements and other public filings relating to Liens filed or recorded against the Note Parties and their assets, would be sufficient to create a perfected Lien in any property or assets that such Note Party may receive upon the sale, lease, license, exchange, transfer or disposition of such particular property or assets, then all such “proceeds” of such particular property or assets shall be included in the Collateral.

For the avoidance of doubt, as of the Closing Date, none of the Note Parties has executed or delivered in favor of Agent a leasehold mortgage encumbering any of the Leasehold Interests and the execution of such leasehold mortgage is not a condition precedent under Section 8.1 hereof. In addition, none of the Note Parties shall be required after the Closing Date to execute or deliver in favor of Agent any such leasehold mortgage.

“ Commitment ” means a Term Commitment and/or Delayed Draw Commitment, as the context may require.

“ Commitment Letter ” means that certain letter agreement, dated as of June 27, 2014, between Holdings and PIMCO.

“ Compliance Certificate ” shall mean a compliance certificate substantially in the form attached hereto as Exhibit 1.2 to be signed by the Chief Financial Officer or Controller of the Issuer, which shall state that, based on an examination sufficient to permit such officer to make an informed statement, no Default or Event of Default exists, or if such is not the case, specifying such Default or Event of Default, its nature, when it occurred, whether it is continuing and the steps being taken with respect to such default and, such certificate shall have appended thereto calculations or confirmations which set forth the Note Parties’ and the Restricted Subsidiaries’ compliance with the requirements or restrictions imposed by Sections 2.5(c) (solely for purposes of the Compliance Certificate delivered pursuant to Section 9.6 for the fiscal year ended December 31, 2015), 6.5, 6.10, 7.4, 7.5, 7.7, and 7.8.

“ Consents ” shall mean all filings and all licenses, permits, consents, approvals, authorizations, qualifications and orders of Governmental Bodies and other third parties, domestic or foreign, necessary to carry on Holdings’, the Issuer’s or any of its Restricted Subsidiaries’ business or necessary (including to avoid a conflict or breach under any agreement, instrument, other document, license, permit or other authorization) for the execution, delivery or performance of this Agreement, the other Note Documents and the Revolving Credit Documents, including any Consents required under all applicable federal, state or other Applicable Law.

“ Contract Rate ” shall have the meaning set forth in Section 3.1 hereof.

“ Controlled Group ” shall mean, at any time, Holdings, the Issuer, its Restricted Subsidiaries and all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control and all other entities which, together with the Issuer, are treated as a single employer under Section 414 of the Code.

“ Covenant Trigger Event ” means that Excess Availability on any day is less than or equal to 25% of the Aggregate Revolver Commitments. For purposes hereof, the occurrence of a Covenant Trigger Event shall be deemed to be continuing until Excess Availability is greater than 25% of the Aggregate Revolver Commitments for thirty (30) consecutive days, after which 30-day period a Covenant Trigger Event shall no longer be deemed to be continuing for purposes of this Agreement.

“ Covered Entity ” shall mean (a) the Issuer, each of the Issuer’s Subsidiaries, all Guarantors and all pledgors of Collateral and (b) each Person that, directly or indirectly, is in control of a Person described in clause (a) above. For purposes of this definition, control of a Person shall mean the direct or indirect (x) ownership of, or power to vote, 25% or more of the issued and outstanding equity interests having ordinary voting power for the election of directors of such Person or other Persons performing similar functions for such Person, or (y) power to direct or cause the direction of the management and policies of such Person whether by ownership of equity interests, contract or otherwise.

“ Cumulative Credit ” means, at any date, an amount, determined on a cumulative basis equal to, without duplication:

(a) the Cumulative Retained Excess Cash Flow Amount at such time, plus

(b) the cumulative amount of cash and Cash Equivalent proceeds from the sale of Qualified Equity Interests of the Issuer or Equity Interests of any direct or indirect Parent of the Issuer after the Closing Date and on or prior to such time (including upon exercise of warrants or options) (other than any amount used for an Equity Cure) which proceeds have been contributed as common equity to the capital of the Issuer, plus

(c) an amount equal to any returns in cash and Cash Equivalents (including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts) actually received by the Issuer or any Restricted Subsidiary in respect of any investments, advances, loans or extensions of credit made pursuant to Section 7.4(g) and 7.5(e), plus

(d) any Retained Declined Proceeds not used to optionally prepay the Notes pursuant to Section 2.4(a) or otherwise applied, plus

(e) the proceeds of Qualified Subordinated Indebtedness received by the Issuer, minus

(f) any amount of the Cumulative Credit used to make distributions pursuant to Section 7.7(iv) after the Closing Date and prior to such time, minus

(g) any amount of the Cumulative Credit used to purchase or acquire obligations or Equity Interests of, or any other interest in, any Person, or to make advances, loans or extensions of credit to any Person, pursuant to Section 7.4(g) and Section 7.5(e), minus

(h) any amount of the Cumulative Credit used to make prepayments, redemptions, purchases, defeasances and other payments in respect of Subordinated Indebtedness pursuant to Section 7.16(iv) after the Closing Date and prior to such time.

“ Cumulative Retained Excess Cash Flow Amount ” means, at any time, an amount determined on a cumulative basis equal to the aggregate cumulative sum of the Retained Percentage of Excess Cash Flow for all Excess Cash Flow Periods ending after the Closing Date and prior to such date.

“ Current Assets ” shall mean, as at any date of determination, the total assets of the Issuer and its Restricted Subsidiaries (other than cash and Cash Equivalents) which may properly be classified as current assets on a consolidated balance sheet of the Issuer and its Restricted Subsidiaries in accordance with GAAP.

“ Current Liabilities ” shall mean, as at any date of determination, the total liabilities of the Issuer and its Restricted Subsidiaries which may properly be classified as current liabilities (other than the current portion of any long term indebtedness) on a consolidated balance sheet of the Issuer and its Restricted Subsidiaries in accordance with GAAP.

“ Custome r” shall mean and include the account debtor with respect to any Receivable and/or the prospective purchaser of goods, services or both with respect to any contract or contract right, and/or any party who enters into or proposes to enter into any contract or other arrangement with any Note Party, pursuant to which such Note Party is to deliver any personal property or perform any services.

“ Customer Real Property ” shall have the meaning set forth in Section 4.19(a) hereof.

“ Debtor Relief Laws ” shall mean the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“ Declined Proceeds ” shall have the meaning set forth in Section 2.5(f) hereof.

“ Default ” shall mean an event, circumstance or condition which, with the giving of notice or passage of time or both, would constitute an Event of Default.

“ Default Rate ” shall have the meaning set forth in Section 3.1(c) hereof.

“ Defaulting Purchaser ” shall mean, subject to Section 2.8(b), any Purchaser that (a) has refused (which refusal may be given verbally or in writing to the Issuer and has not been retracted) or failed to perform any of its purchase obligations hereunder, including in respect of its Notes, which refusal or failure is not cured within one (1) Business Day after the date of such refusal or failure, (b) has notified the Issuer that it does not intend to comply with its purchase obligations or has made a public statement to that effect with respect to its purchase obligations hereunder, (c) has failed, within three (3) Business Days after request to such Purchaser by the Issuer, to confirm that it will comply with its purchase obligations ( provided that such Purchaser shall cease to be a Defaulting Purchaser pursuant to this clause (c) upon receipt of such written confirmation by the Issuer), or (d) prior to its purchase obligations hereunder having been satisfied (or the relevant Commitments having been terminated) with respect to the Term Notes and the Delayed Draw Notes, has, or has a direct or indirect parent company that has, after the date of this Agreement, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or a custodian appointed for it, or (iii) taken any action in furtherance of, or indicated its consent to, approval of or acquiescence in any such proceeding or appointment; provided that a Purchaser shall not be a Defaulting Purchaser solely by virtue of the ownership or acquisition of any equity interest in that Purchaser or any direct or indirect parent company thereof by a Governmental Body so long as such ownership interest does not result in or provide such Purchaser with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Purchaser (or such Governmental Body) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Purchaser.

“ Delayed Draw Availability Period ” means the period from but excluding the Closing Date to but including the first anniversary of the Closing Date.

“ Delayed Draw Commitment ” means, as to each Purchaser, its obligation to purchase a Delayed Draw Note from the Issuer pursuant to Section 2.2 in an aggregate amount not to exceed the amount set forth opposite such Purchaser’s name on Schedule 1.1 under the caption “Delayed Draw Commitment” as such amount may be adjusted from time to time in accordance with this Agreement. The initial aggregate amount of the Delayed Draw Commitments on the Closing Date is $50,000,000.

“ Delayed Draw Funding Date ” shall have the meaning set forth in Section 2.2(b) hereof.

“ Delayed Draw Note ” shall have the meaning set forth in the recitals to this Agreement.

“ Disqualified Equity Interests ” shall mean any Equity Interest that, by its terms (or by the terms of any security or other Equity Interests into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily redeemable (other than solely for Qualified Equity Interests), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Notes and all other Obligations that are accrued and payable and the termination of the Commitments), (b) is redeemable at the option of the holder thereof (other than solely for Qualified Equity Interests and other than as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Notes and all other Obligations that are accrued and payable and the termination of the Commitments), in whole or in part, (c) provides for the scheduled payments of dividends in cash prior to the repayment in full of the Notes and all other Obligations that are accrued and payable and the termination of the Commitments, or (d) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the date that is ninety-one (91) days after the Latest Maturity Date at the time of issuance of such Equity Interests.

“ Dollar ” and the sign “ $ ” shall mean lawful money of the United States of America.

“ Domestic Subsidiary ” shall mean any Subsidiary that is organized under the laws of the United States, any state thereof or the District of Columbia.

“ Earnings Before Interest and Taxes ” shall mean for any period the sum of (a) net income (or loss) of the Issuer on a Consolidated Basis for such period, plus (b) without duplication and to the extent reflected in arriving at such net income (or loss) the sum of (i) all interest expense, minus all interest income earned, in each case of or by the Issuer on a Consolidated Basis for such period, (ii) all charges against income of the Issuer on a Consolidated Basis for such period for federal, state and local taxes, (iii) all extraordinary, unusual or non-recurring losses or charges (including severance, relocation, restructuring, litigation settlements or losses and fees and expenses incurred in connection with the commencement of operations or a new business of the Issuer or any of its Restricted Subsidiaries), provided , that the aggregate amount of losses or charges added back pursuant to this clause (iii) for any fiscal year, together with the aggregate amount of pro forma adjustments in the form of cost savings, operating expense reductions or synergies increasing EBITDA for purposes of any pro forma calculation under this Agreement for such fiscal year, shall not exceed (w) $15,000,000 for the fiscal year ending December 31, 2014, (x) $12,000,000 for the fiscal year ending December 31, 2015, (y) $12,000,000 for the fiscal year ending December 31, 2016 and (z) $10,000,000 for each fiscal year ending after December 31, 2016, (iv) all losses realized upon the disposition of assets outside of the Ordinary Course of Business, (v) all losses attributable to the early extinguishment of Indebtedness or acquisition accounting (the effect of any non-cash items resulting from any amortization, write-down or write-off of assets (including intangible assets, goodwill and deferred financing costs), including in connection with any Permitted Acquisition), and (vi) all non-cash compensation charges, including any such charges arising from stock options, restricted stock grants or other equity incentive programs less (c) the sum of (i) all extraordinary, unusual or non-recurring gains, (ii) all gains realized upon the disposition of assets outside of the Ordinary Course of

Business, and (iii) all income attributable to the early extinguishment of Indebtedness or acquisition accounting (the effect of any non-cash items resulting from any amortization, write-up of assets (including intangible assets, goodwill and deferred financing costs), including in connection with the transactions contemplated by this Agreement or any Permitted Acquisition).

“ EBITDA ” shall mean for any period the sum of (a) Earnings Before Interest and Taxes for such period, plus (b) without duplication and to the extent reflected in arriving at net income (or loss) and not added back to Earnings Before Interest and Taxes, the sum of (i) depreciation expenses for such period, (ii) amortization expenses for such period, including, without limitation, non-cash amortization expenses of deferred financing costs, (iii) fees and expenses incurred in connection with (1) the Transactions, (2) the financing of any Capital Expenditures or the incurrence of Permitted Indebtedness, and (3) Permitted Acquisitions, (iv) unrealized losses under any interest or currency Swap Contract, and (v) fees and expenses paid in cash to COAC to the extent permitted under Section 7.10(b) hereof minus (c) unrealized gains under any interest or currency Swap Contract. To the extent any provision of this Agreement permits the calculation of EBITDA on a pro forma basis (whether for calculating the Leverage Ratio, Fixed Charge Coverage Ratio or any other test or ratio), the aggregate amount of all such pro forma adjustments increasing EBITDA in the form of cost savings, operating expense reductions or synergies for any fiscal year, when added to the aggregate amount added back pursuant to clause (iii) of the defined term “Earnings Before Interest and Taxes” for such fiscal year, shall not exceed (w) $15,000,000 for the fiscal year ending December 31, 2014, (x) $12,000,000 for the fiscal year ending December 31, 2015, (y) $12,000,000 for the fiscal year ending December 31, 2016 and (z) $10,000,000 for each fiscal year ending after December 31, 2016.

“ Environmental Complaint ” shall have the meaning set forth in Section 4.19(d) hereof.

“ Environmental Laws ” shall mean all applicable federal, state and local laws, statutes, ordinances and codes as well as common laws relating to the protection of the environment and human health and/or governing the use, storage, treatment, generation, transportation, processing, handling, production or disposal of Hazardous Substances and the rules and regulations, or other legally binding guidelines, interpretations, decisions, policies, orders and directives of federal, state and local governmental agencies and authorities with respect thereto.

“ Equipment ” shall mean and include as to any Person all of such Person’s goods (other than Inventory) whether now owned or hereafter acquired and wherever located including all equipment, machinery, apparatus, motor vehicles, fittings, furniture, furnishings, fixtures, parts, accessories and all replacements and substitutions therefor or accessions thereto.

“ Equity Cure ” shall have the meaning set forth in Section 11.5.

“ Equity Interests ” of any Person shall mean any and all shares, rights to purchase, options, warrants, general, limited or limited liability partnership interests, member interests, participation or other equivalents of or interest in (regardless of how designated) equity of such Person, whether voting or nonvoting, including common stock, preferred stock, convertible securities or any other “equity security” (as such term is defined in Rule 3a11-1 of the General Rules and Regulations promulgated by the SEC under the Exchange Act).

“ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time and the rules and regulations promulgated thereunder.

“ Eurodollar Rate ” with respect to an Interest Period, the rate (expressed as a percentage per annum) which appears on the Bloomberg Page BBAM1 (or on such other substitute Bloomberg page that displays rates at which US dollar deposits are offered by leading banks in the London interbank deposit market), or the rate which is quoted by another source selected by Agent which has been approved by the British Bankers’ Association as an authorized information vendor for the purposes of displaying rates at which U.S. dollar deposits are offered by leading banks in the London interbank deposit market (an “ Alternate Source ”), at approximately 11:00 a.m., London time, two (2) Business Days prior to the commencement of such Interest Period as the London interbank offered rate for U.S. Dollars for a Representative Amount in U.S. Dollars for a 3-month period (or if there shall at any time, for any reason, no longer exist a Bloomberg Page BBAM1 (or any substitute page) or any Alternate Source, a comparable replacement rate determined by Agent at such time (which determination shall be conclusive absent manifest error)); provided that the Eurodollar Rate shall not be less than 1.00% per annum. Agent shall give prompt notice to the Issuer of the Eurodollar Rate as determined in accordance herewith, which determination shall be conclusive absent manifest error.

“ Event of Default ” shall have the meaning set forth in Article X hereof.

“ Excess Availability ” shall mean (a) “Undrawn Availability” as defined in the Revolving Credit Agreement (as of the Closing Date), plus (b) the aggregate amount of cash and Cash Equivalents (other than Restricted Cash), in each case, included on the consolidated balance sheet of the Issuer and the Restricted Subsidiaries as of such date, contained in deposit or securities accounts subject to control agreements in favor of Agent and free and clear of all Liens (other than nonconsensual Liens, customary Liens in favor of any bank or securities intermediary that maintains any such deposit or securities accounts, Liens in favor of Agent for the benefit of the Note Parties and Liens in favor of the agent for the benefit of the lenders under the Revolving Credit Facility, all to the extent permitted by Section 7.2).

“ Excess Cash Flow ” for any fiscal period shall mean, in each case for Issuer on a Consolidated Basis, EBITDA for such fiscal period, minus the sum (without duplication) of: (a) Unfunded Capital Expenditures during such fiscal period, (b) taxes (and distributions made in connection therewith) actually paid (or distributed) in cash during such fiscal period, (c) interest expense to the extent actually paid in cash and added back to net income pursuant to clause (b)(i) of the defined term “Earnings Before Interest and Taxes” during such fiscal period, (d) the excess, if any, of Net Working Capital at the end of such period over Net Working Capital at the beginning of such period (or, if the difference results in an amount less than zero, minus the excess, if any, of Net Working Capital at the beginning of such period over Net Working Capital

at the end of such period), (e) the aggregate amount of all principal payments and repayments of Indebtedness to the extent financed with Internally Generated Cash (other than (A) payments and repayments made in respect of any revolving credit facility (including the Revolving Credit Facility) unless there is a corresponding reduction in commitments thereunder, (B) optional prepayments made pursuant to Section 2.4 or (C) mandatory prepayments made pursuant to Section 2.5(c)) made during such period, (f) out-of-pocket expenses paid in cash during such period in connection with Permitted Acquisitions and the incurrence of Permitted Indebtedness, (g) payments made in cash during such period to the extent added back to net income pursuant to clause (b)(iii) of the defined term “Earnings Before Interest and Taxes”, (h) cash payments made during such period in respect of interest rate or currency Swap Contracts, (i) dividends and distributions made in cash during such period pursuant to clauses (ii), (v)(i), (v)(ii) and (to the extent not already deducted pursuant to clause (i) below) (v)(iii) of Section 7.7, (j) payments made in cash during such period in connection with any Qualified Earnout and (i) fees and expenses paid in cash during such period to COAC to the extent permitted under Section 7.10(b) hereof.

“ Excess Cash Flow Period ” means each fiscal year of the Issuer commencing with and including the fiscal year ending December 31, 2015 but in all cases for purposes of calculating the Cumulative Retained Excess Cash Flow Amount shall only include such fiscal years for which financial statements and a Compliance Certificate have been delivered in accordance with Section 9.6 and for which any prepayments required by Section 2.5(c) (if any) have been made (it being understood that the Retained Percentage of Excess Cash Flow for any Excess Cash Flow Period shall be included in the Cumulative Retained Excess Cash Flow Amount regardless of whether a prepayment is required by Section 2.5(c)).

“ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended.

“ Excluded Assets ” shall mean (a) any asset of a Foreign Subsidiary or any Equity Interests of a Foreign Subsidiary or CFC Holdco (other than 65% of the common voting Equity Interests and 100% of any non-voting Equity Interests of any first-tier Foreign Subsidiary or first-tier CFC Holdco, each of which shall constitute Collateral), (b) Equity Interests of any Unrestricted Subsidiary or of any Subsidiary not constituting a Material Subsidiary, (c) assets if the granting of a security interest in such asset would (I) be prohibited by Applicable Law (but proceeds and receivables thereof, the assignment of which is expressly deemed effective under the UCC, shall not be deemed excluded from the Collateral regardless of such prohibition), or (II) be prohibited by contract (except to the extent such prohibition is overridden by UCC Section 9-408) (but proceeds and receivables thereof shall not be deemed to be excluded from the Collateral regardless of such prohibition), in each case unless and until such prohibition is no longer in effect, (d) any property and assets, the pledge of which would require approval, license or authorization of any Governmental Body, unless and until such consent, approval, license or authorization shall have been obtained or waived, (e) any fee owned Real Property (other than any Material Real Property) and any Leasehold Interests, (f) any Vehicle having an individual fair market value less than $50,000, (g) any “intent to use” trademark application and (h) assets in circumstances where the Required Purchasers reasonably determine that the cost, burden or consequences (including adverse tax consequences) of obtaining or perfecting a security interest in such assets is excessive in relation to the practical benefit afforded thereby.

“ Excluded Subsidiary ” means (a) any Foreign Subsidiary, (b) any Unrestricted Subsidiary, (c) any CFC Holdco and (d) any Domestic Subsidiary that is a direct or indirect Subsidiary of a Foreign Subsidiary that is a CFC.

“ Executive Order No. 13224 ” shall mean the Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001, as the same has been, or shall hereafter be, renewed, extended, amended or replaced.

“ FASB ASC ” means the Accounting Standards Codification of the Financial Accounting Standards Board.

“ FATCA ” shall mean Sections 1471 through 1474 of the Code, as of the date of this Agreement and any current or future regulations or official interpretations thereof.

“ Fixed Charge Coverage Ratio ” shall mean and include, with respect to any fiscal period, the ratio of (a) (i) the sum of EBITDA for such period, (ii) minus Unfunded Capital Expenditures made during such period, (iii) minus (and, for avoidance of doubt, without duplication of any of the following) distributions (including tax distributions) and dividends pursuant to Section 7.7 made in cash during such period, (iv) minus cash taxes paid during such period and (v) minus cash payments made in respect of Attributable Indebtedness to (b) all Fixed Charges, all calculated for the Issuer on a Consolidated Basis. For purposes of calculating the Fixed Charge Coverage Ratio (and Fixed Charges), such calculation shall be made on a pro forma basis so as to give effect to any Permitted Acquisitions which have been consummated and any Indebtedness (including for the avoidance of doubt the incurrence of Indebtedness under this Agreement and the Revolving Credit Agreement on the Closing Date) which shall have been incurred, in each case during the relevant fiscal period as if such consummation or incurrence had occurred on the first day of such period.

“ Fixed Charges ” means the sum, determined on a consolidated basis, of (a) interest expense to the extent actually paid in cash plus (b) scheduled payments of principal on Indebtedness (excluding in respect of any Attributable Indebtedness but including, whether or not accounted for as a scheduled payment, cash payments made in respect of Earnouts (other than any Ultra Tech Earnout Payment)).

“ Foreign Subsidiary ” of any Person, shall mean any Subsidiary of such Person that is not a Domestic Subsidiary.

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

“ General Intangibles ” shall mean and include as to each Note Party all of such Note Party’s general intangibles, whether now owned or hereafter acquired, including all payment intangibles, all choses in action, causes of action, corporate or other business records, inventions, designs, patents, patent applications, equipment formulations, manufacturing procedures, quality control procedures, trademarks, trademark applications, service marks, trade secrets, goodwill, copyrights, design rights, software, computer information, source codes, codes, records and updates, registrations, licenses, franchises, customer lists, tax refunds, tax refund claims, computer programs, all claims under guaranties, security interests or other security held by or

granted to such Note Party to secure payment of any of the Receivables by a Customer (other than to the extent covered by Receivables) all rights of indemnification and all other intangible property of every kind and nature (other than Receivables).

“ Guarantor ” shall mean (a) Holdings and (b) each Restricted Subsidiary of the Issuer that is not an Excluded Subsidiary, including those Subsidiaries that are listed on Schedule 1.4 hereto and any other Person who may hereafter guarantee payment or performance of the whole or any part of the Obligations and “Guarantors” means collectively all such Persons. Any Restricted Subsidiary that is a borrower, a guarantor, or otherwise is an obligor under, or has granted a Lien on its assets as credit support for, the Revolving Credit Facility will also be a Guarantor of the Notes.

“ Guaranty ” shall mean any guaranty of the Obligations by a Guarantor in favor of Agent for its benefit and for the ratable benefit of the Purchasers, pursuant to this Agreement or any other agreement delivered in connection hereof.

“ Guggenheim Purchasers ” shall mean the Purchasers set forth on Schedule B hereto.

“ Hazardous Discharge ” shall have the meaning set forth in Section 4.19(d) hereof.

“ Hazardous Substance ” shall mean, without limitation, any flammable explosives, radioactive materials, friable and damaged asbestos, polychlorinated biphenyls, petroleum and petroleum products, methane, hazardous materials, Hazardous Wastes, hazardous or Toxic Substances or related materials as defined in CERCLA, the Hazardous Materials Transportation Act, as amended (49 U.S.C. Sections 5101, et seq.), RCRA, Articles 15 and 27 of the New York State Environmental Conservation Law or any other applicable Environmental Law and in the regulations adopted pursuant thereto.

“ Hazardous Wastes ” shall mean all waste materials subject to regulation under CERCLA, RCRA or comparable state law, and any other applicable Environmental Laws relating to hazardous waste disposal.

“ Holdings ” shall have the meaning set forth in the preamble to this Agreement.

“ Increased Tax Burden ” shall mean the additional federal, state or local taxes assumed to be payable by a (direct or indirect) member or partner of any of the Note Parties and the Restricted Subsidiaries as a result of such Note Party’s or such Restricted Subsidiary’s status as a limited liability company or limited partnership as evidenced and substantiated by the tax returns filed by such Note Party or such Restricted Subsidiary as a limited liability company or limited partnership, as the case may be, with such taxes being calculated for all (direct or indirect) members and partners, as the case may be, at the highest effective marginal combined U.S. federal, state and local income tax rate or rates applicable to any such member or partner, taking into account the character of the items of income, gain, loss or deduction allocated to such member or partner, as the case may be.

“ Incremental Amendment ” shall have the meaning set forth in Section 2.7(g).

“ Incremental Amendment Date ” shall have the meaning set forth in Section 2.7(d).

“ Incremental Commitments ” shall have the meaning set forth in Section 2.7(a).

“ Incremental Note ” has the meaning set forth in Section 2.7(b).

“ Incremental Note Closing Date ” shall have the meaning set forth in Section 2.7(b).

“ Incremental Purchasers ” shall have the meaning set forth in Section 2.7(c).

“ Incremental Request ” has the meaning set forth in Section 2.7(a).

“ Indebtedness ” shall mean, as to any Person at any time, any and all indebtedness, obligations or liabilities (whether matured or unmatured, liquidated or unliquidated, direct or indirect, absolute or contingent, or joint or several) of such Person for or in respect of: (i) borrowed money, (ii) amounts raised under or liabilities in respect of any note purchase or acceptance credit facility, and all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (iii) all Attributable Indebtedness, (iv) reimbursement obligations (contingent or otherwise) under any letter of credit agreement, banker’s acceptance agreement or similar arrangement, (v) net obligations of such Person under any Swap Contract, (vi) any other advances of credit made to or on behalf of such Person or other transaction (including forward sale or purchase agreements, capitalized leases and conditional sales agreements) having the commercial effect of a borrowing of money entered into by such Person to finance its operations or capital requirements including to finance the purchase price of property or services and all obligations of such Person to pay the deferred purchase price of property or services (but not including trade payables and accrued expenses incurred in the ordinary course of business which are not represented by a promissory note or other evidence of indebtedness and which are not more than sixty (60) days past due), or (vii) all Disqualified Equity Interests of such Person, (viii) all indebtedness, obligations or liabilities secured by a Lien on any asset of such Person, whether or not such indebtedness, obligations or liabilities are otherwise an obligation of such Person, (ix) Earnouts; or (x) any guaranty of any indebtedness, obligations or liabilities of a type described in the foregoing clauses (i) through (ix).

For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or joint venture, to the extent such Indebtedness is recourse to such Person. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date. The amount of Indebtedness of any Person for purposes of clause (viii) that is limited in recourse to the property encumbered thereby shall be deemed to be equal to the lesser of (i) the aggregate unpaid amount of such Indebtedness and (ii) the fair market value of the property encumbered thereby as reasonably determined.

“ Intellectual Property ” shall mean property constituting under any Applicable Law a patent, patent application, copyright, copyright application, trademark, trademark application, service mark, tradename, mask work, trade secret or license or other right to use any of the foregoing.

“ Intercreditor Agreement ” means the intercreditor agreement dated as of the Closing Date, among Agent, the Purchasers, the Revolving Facility Agent and the lenders party to the Revolving Credit Agreement, attached as Exhibit C hereto, as the same may be amended, restated, modified, substituted, replaced or supplemented from time to time as permitted hereunder.

“ Interest Payment Date ” shall mean March 31, June 30, September 30 and December 31 of each year and the Maturity Date.

“ Interest Period ” shall mean the period commencing on and including an Interest Payment Date and ending on and including the day immediately preceding the next succeeding Interest Payment Date, with the exception that the first Interest Period shall commence on and include the Closing Date and end on and include September 29, 2014.

“ Internally Generated Cash ” means, with respect to any Person, funds of such Person and its Restricted Subsidiaries not constituting (x) proceeds of the issuance of (or contributions in respect of) Equity Interests of such Person, (y) proceeds of the incurrence of Indebtedness (other than the incurrence of extensions of credit under the Revolving Credit Facility or any other revolving credit or similar facility) by such Person or any of its Restricted Subsidiaries (including, for the avoidance of doubt, proceeds received in connection with a Capitalized Lease or Sale-Leaseback Transaction) or (z) proceeds of sales, dispositions or Casualty Events (other than ordinary course dispositions of Inventory or Receivables).

“ Inventory ” shall mean and include as to each Note Party all of such Note Party’s now owned or hereafter acquired goods, merchandise and other personal property, wherever located, to be furnished under any consignment arrangement, contract of service or held for sale or lease, all raw materials, work in process, finished goods and materials and supplies of any kind, nature or description which are or might be used or consumed in such Note Party’s business or used in selling or furnishing such goods, merchandise and other personal property, and all documents of title or other documents representing them.

“ Investment Property ” shall mean and include as to each Note Party, all of such Note Party’s now owned or hereafter acquired securities (whether certificated or uncertificated), securities entitlements, securities accounts, commodities contracts and commodities accounts.

“ Issuer ” shall have the meaning set forth in the preamble to this Agreement.

“ Issuer on a Consolidated Basis ” shall mean the consolidation in accordance with GAAP of the accounts or other items of the Issuer and its Restricted Subsidiaries.

“ Keane Completions ” shall mean Keane Completions CN Corp., a corporation organized under the laws of British Columbia.

“ Keane Completions Lease Guaranty ” shall mean any agreement by any Note Party or any Restricted Subsidiary pursuant to which such Note Party or such Restricted Subsidiary shall have guaranteed, or otherwise agreed to be liable for, the payment when due and performance of the obligations of Keane Completions arising under any real property lease to which Keane Completions is a party as lessee or tenant.

“ KGH ” shall mean Keane Group Holdings, LLC, a Delaware limited liability company.

“ Latest Maturity Date ” means, at any date of determination and with respect to the specified Notes, the latest Maturity Date applicable to any Note hereunder at such time, including the latest maturity date of any Incremental Notes.

“ Leasehold Interests ” shall mean all of each Note Party’s right, title and interest in and to, and as lessee, of the premises identified on Schedule 4.5 hereto.

“ Leverage Ratio ” shall mean, as of any date, the ratio of (a) Total Net Debt outstanding on such date to (b) EBITDA for the preceding period of four fiscal quarters ending closest to such date, all calculated for the Issuer on a Consolidated Basis. Solely for purposes of calculating the Leverage Ratio, EBITDA shall be calculated on a pro forma basis so as to give effect to any Permitted Acquisition which shall have been consummated in accordance with the definition thereof during such period of four fiscal quarters as if such consummation had occurred on the first day of such period.

“ Lien ” shall mean any mortgage, deed of trust, pledge, hypothecation, assignment, security interest, lien (whether statutory or otherwise), Charge, claim or encumbrance, or preference, priority or other security agreement or preferential arrangement held or asserted in respect of any asset of any kind or nature whatsoever including any conditional sale or other title retention agreement, the interest of any lessor under any contract designated as a lease that would be deemed to be a security interest under the applicable provisions Uniform Commercial Code (including Section 1-203 thereof) and the filing of any financing statement under the Uniform Commercial Code or comparable law of any jurisdiction (other than precautionary lien filings).

“ Lien Waiver Agreement ” shall mean an agreement which is executed in favor of Agent by a Person who owns or occupies premises at which any Collateral may be located from time to time and by which such Person shall waive any Lien that such Person may have with respect to any of the Collateral and shall authorize Agent to enter upon the premises to inspect or remove the Collateral from such premises or to use such premises to store or dispose of such Inventory.

“ Material Adverse Effect ” shall mean a material adverse effect on (a) the financial condition, results of operations, assets, business or properties of the Issuer on a Consolidated Basis, (b) any Note Party’s ability to duly and punctually pay or perform the Obligations in accordance with the terms thereof, (c) the value of a material portion of the Collateral, or Agent’s Liens on the Collateral or the priority of any such Lien or (d) the Agent’s and each Purchaser’s rights and remedies available under this Agreement and the other Note Documents.

“ Material Contract ” shall mean any contract, agreement, instrument, lease or license, written or oral, of any of the Note Parties, which is material to such Note Party’s business, taken as a whole, or which, the failure to comply with, would reasonably be expected to result in a Material Adverse Effect.

“ Material Real Property ” means any fee-owned Real Property owned by any Note Party that has a fair market value in excess of $1,000,000 (at the Closing Date or, with respect to fee-owned Real Property acquired after the Closing Date, at the time of acquisition).

“ Material Subsidiary ” means, at any date of determination, each of the Issuer’s Subsidiaries (a) whose total assets (when combined with the assets of such Subsidiary’s Subsidiaries after eliminating intercompany obligations) at the last day of the most recent four fiscal quarter period were equal to or greater than 5% of Total Assets at such date or (b) whose EBITDA (when combined with the EBITDA of such Subsidiary’s Subsidiaries, after eliminating intercompany obligations) for such four fiscal quarter period were equal to or greater than 5% of the consolidated EBITDA of the Issuer and its Restricted Subsidiaries for such period, in each case determined in accordance with GAAP; provided that if, at any time and from time to time after the Closing Date, Subsidiaries whose Equity Interests constitute Excluded Assets solely because they do not meet the thresholds set forth in clauses (a) or (b) comprise in the aggregate more than 5% of Total Assets as of the end of the most recently ended fiscal quarter of the Issuer for which financial statements have been delivered pursuant to Sections 9.6 or 9.7 or more than 5% of the consolidated EBITDA of the Issuer and its Restricted Subsidiaries for such four fiscal quarter period then ended, then the Issuer shall, not later than forty-five (45) days after the date by which financial statements for such quarter are required to be delivered pursuant to this Agreement (or such longer period as the Required Purchasers may agree in their discretion), (i) designate in writing to Agent and the Purchasers one or more of such Domestic Subsidiaries as “Material Subsidiaries” to the extent required such that the foregoing condition ceases to be true and (ii) provide a perfected security interest in the assets owned by and the Equity Interests of such Subsidiary to the extent otherwise required under this Agreement and the other Note Documents (including, to the extent required, delivery of (i) a supplement to the Pledge Agreement in respect thereof executed by the applicable Note Party holding such Equity Interests, to the extent such Note Party is not otherwise a party thereto, and (ii) an Additional Guarantor Supplement).

“ Maturity Date ” shall mean (i) with respect to the Term Notes and the Delayed Draw Notes (if any), August 8, 2019 and (ii) with respect to any Incremental Notes, the final maturity date as specified in the applicable Incremental Amendment; provided , that in each case if such day is not a Business Day, the Maturity Date shall be the Business Day immediately succeeding such day.

“ Mortgaged Property ” shall mean (i) the Closing Date Mortgaged Property and (ii) each Material Real Property encumbered by a Mortgage delivered after the Closing Date, if any, pursuant to this Agreement.

“ Mortgages ” shall mean the mortgages, deeds of trust, deeds to secure debt or other similar documents securing Liens on the Material Real Property, as well as the other Collateral secured by and described in the mortgages, deeds of trust, deeds to secure Indebtedness or other similar documents.

“ Multiemployer Plan ” shall mean a “multiemployer plan” as defined in Sections 3(37) or 4001(a)(3) of ERISA to which contributions are required, or, within the preceding five plan years, were required by Holdings, the Issuer, its Restricted Subsidiaries or any member of the Controlled Group.

“ Multiple Employer Plan ” shall mean a Plan which has two or more contributing sponsors (including the Issuer or any member of the Controlled Group) at least two of whom are not under common control, as such a plan is described in Section 4063 or 4064 of ERISA.

“ Narrative Report ” shall mean, with respect to the financial statements for which such narrative report is required, a narrative report describing (a) the results of operations of the Issuer and its Subsidiaries for the applicable fiscal quarter or fiscal year and for the period from the beginning of the then current fiscal year to the end of such period to which such financial statements relate and otherwise containing information substantially similar to the type customarily found in a management discussion and analysis and (b) in reasonable detail, all material changes made to any Material Contract and/or each Material Contract entered into by any Note Party, in each case, since the most recently delivered Narrative Report.

“ Net Working Capital ” means, as of any date of determination, Current Assets as of such date minus Current Liabilities as of such date.

“ Note Documents ” shall mean (a) this Agreement, (b) the Notes, (c) the Perfection Certificate, (d) the Pledge Agreement, (e) the Intercreditor Agreement and (f) any and all other agreements, instruments and documents, including any subordination agreements, intercreditor agreements, guaranties, pledges, security agreement supplements, intellectual property security agreements, mortgages, collateral assignments, powers of attorney, consents or other similar agreements executed in connection with this Agreement, now or hereafter executed by any Note Party and/or delivered to Agent or any Purchaser in respect of the transactions contemplated by this Agreement.

“ Note Increase ” has the meaning set forth in Section 2.7(a).

“ Note Parties ” shall mean collectively (a) Holdings, (b) the Issuer and (c) each other Guarantor (each, a “ Note Party ”).

“ Note Priority Collateral ” shall have the meaning specified in the Intercreditor Agreement.

“ Notes ” shall mean collectively the Term Notes, the Delayed Draw Notes and any Incremental Notes.

for post-filing or post-petition interest or other amounts is allowable or allowed in such proceeding), whether or not for the payment of money, whether arising by reason of an extension of credit, opening of a letter of credit, loan, equipment lease or guarantee, under any interest or currency swap, future, option or other similar agreement, or in any other manner, whether arising out of overdrafts or deposit or other accounts or electronic funds transfers (whether through automated clearing houses or otherwise) or out of Agent’s or any Purchaser’s non-receipt of or inability to collect funds or otherwise not being made whole in connection with depository transfer check or other similar arrangements, whether direct or indirect (including those acquired by assignment or participation), absolute or contingent, joint or several, due or to become due, now existing or hereafter arising, contractual or tortious, liquidated or unliquidated, regardless of how such indebtedness or liabilities arise or by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrument, all of the foregoing and in any such case to the extent advanced to any Note Party under, arising under or out of and/or related to this Agreement, the other Note Documents and any amendments, extensions, renewals or increases thereto, including all costs and expenses of Agent and any Purchaser incurred in the documentation, negotiation, modification, enforcement, collection or otherwise in connection with any of the foregoing, including but not limited to reasonable attorneys’ fees and expenses and all obligations of any Note Party to Agent or the Purchasers to perform acts or refrain from taking any action. For the avoidance of doubt, “Obligations” shall include any obligations arising under any Delayed Draw Notes and Incremental Notes, as well as any Prepayment Premium payable hereunder.

“ OID ” means original issue discount.

“ Ordinary Course of Business ” shall mean, with respect to any Person, with respect to any line of business, the ordinary course of such business of such Person as conducted from time to time in accordance with the business practices established by such Person from time to time; provided such practices are not inconsistent in any material respect with general industry standards then prevailing with respect to such business practices.

“ Original Owners ” shall mean (a) Cerberus Capital Management, L.P. or any of its Affiliates and any investment funds or managed accounts which are managed or advised by Cerberus Capital Management, L.P. or one of its Affiliates and (b) each of Kevin Keane and Shawn Keane and each such individual’s estate, spouse, lineal descendants (including adoptive descendants), relatives, administrators or other personal representative or other estate planning vehicle and any custodian or trustee for the benefit of any of them.

“ Organization Documents ” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Body in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

“ Parent ” of any Person shall mean a corporation or other entity owning, directly or indirectly at least 50% of the shares of stock or other ownership interests having ordinary voting power to elect a majority of the directors of the Person, or other Persons performing similar functions for any such Person.

“ Participant ” shall have the meaning set forth in Section 16.3(b).

“ Participant Register ” shall have the meaning set forth in Section 16.3(b).

“ Payee ” shall have the meaning set forth in Section 3.9 hereof.

“ PBGC ” shall mean the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA or any successor.

“ Perfection Certificates ” shall mean collectively, the Perfection Certificate delivered on the Closing Date and any other Perfection Certificate issued or supplemented after the Closing Date, including the responses thereto provided by each Note Party and delivered to Agent and the Purchasers.

of up to 90 days (or such longer period as agreed by the Required Purchasers)) for the delivery and/or perfection of security interests in Collateral (excluding (x) Pledged Equity with respect to which a lien may be perfected upon closing by the delivery of a stock or equivalent certificate and (y) a Lien on Collateral that may be perfected by the filing of a financing statement under the Uniform Commercial Code); (d) the Board of Directors of such company shall have duly approved the transaction; (e) the Issuer shall have delivered to Agent and the Purchasers (i) a pro forma balance sheet, pro forma financial statements and a certificate of the Chief Financial Officer or Controller of the Issuer demonstrating that, after giving effect to the consummation of any such acquisition, (1) Issuer on a Consolidated Basis shall be in pro forma compliance with the minimum Fixed Charge Coverage Ratio covenant (whether or not in effect) set forth in Section 6.5 hereof measured as of the end of the applicable Pro Forma Testing Period and calculated on a pro forma basis assuming that such acquisition had been consummated (and that any transactions relating to such acquisition, including the incurrence of a Qualified Earnout or any other Indebtedness) on the first day of such Pro Forma Testing Period (and that all regularly scheduled interest and principal payments with respect to any such related Indebtedness had been paid during such Pro Forma Testing Period), and (2) Issuer on a Consolidated Basis shall have a pro forma Leverage Ratio of not greater than 3.50 to 1.00, measured as of the end of the applicable Pro Forma Testing Period and calculated on a pro forma basis assuming that such acquisition had been consummated (and that any transactions relating to such acquisition, including the incurrence of Indebtedness) on the first day of such Pro Forma Testing Period (and that all regularly scheduled interest and principal payments with respect to any such related Indebtedness had been paid during such Pro Forma Testing Period), and (ii) projections showing the projected calculation of the Fixed Charge Coverage Ratio for each four-quarter fiscal period of the Issuer completed over the twelve-month period following the consummation of such acquisition and related transactions (including any incurrence of Indebtedness); and (f) both immediately before and immediately after giving pro forma effect to such acquisition and related transactions, no Default or Event of Default shall have occurred and be continuing or will occur and each of the representations and warranties made by the Note Parties and the Restricted Subsidiaries in or pursuant to this Agreement and the other Note Documents (including, if applicable, as such representations and warranties apply to such newly acquired Subsidiary or newly acquired assets) shall be true and correct in all material respects (except to the extent any such representation or warranty is already qualified as to materiality or the occurrence of a Material Adverse Effect, in which case each such representation or warranty so qualified shall be true and correct in all respects on and as of such date as if made on and as of such date) and the certificate referred to in clause (e) above shall include a certification as to the same; provided , that the conditions set forth in this clause (f) may be limited to the extent agreed to (A) by the applicable Incremental Purchasers pursuant to Section 2.7(d)(i) in connection with any purchase and sale of Incremental Notes and (B) by the Purchasers in connection with any purchase and sale of Delayed Draw Notes; provided , further , that to the extent such acquisition is accounted for as an investment incurred pursuant to Section 7.4(g) (as certified in the certificate delivered by the Chief Financial Officer or Controller of the Issuer), the Issuer shall not have to certify or otherwise comply with the conditions set forth in clauses (e)(i)(1) and (e)(i)(2) above.

“ Permitted Encumbrances ” shall mean (a) (1) Liens created under any Note Document in favor of Agent for the benefit of the Purchasers and (2) subject to the Intercreditor Agreement and the limitations in clause (a)(2) of the defined term Permitted Indebtedness, Liens on the Collateral created pursuant to any Revolving Credit Document; (b) Liens for taxes, assessments

or other governmental charges not delinquent or being Properly Contested; (c) deposits or pledges to secure obligations under worker’s compensation, social security or similar laws, or under unemployment insurance; (d) deposits or pledges to secure bids, tenders, contracts (other than contracts for the payment of money), leases, statutory obligations, surety, performance and appeal bonds and other obligations of like nature arising in the Ordinary Course of Business; (e) Liens arising by virtue of the rendition, entry or issuance against any Note Party, or any property of any Note Party, of any judgment, writ, order, or decree to the extent the rendition, entry, issuance or continued existence of such judgment, writ, order or decree (or any event or circumstance relating thereto) has not resulted in the occurrence of an Event of Default under Section 10.6 hereof; (f) landlords’, mechanics’, workers’, materialmen’s or other like Liens arising in the Ordinary Course of Business with respect to obligations which are not due and payable or which are being Properly Contested; (g) Liens (including purchase money liens and liens arising under Capitalized Leases) to secure Indebtedness permitted under clause (b) of the defined term Permitted Indebtedness placed upon machinery, equipment or other fixed assets, hereafter acquired, to secure all or a portion of the purchase price thereof (in the case of a purchase money financing) or the lease obligations relating thereto (in the case of a Capitalized Lease), provided that no such lien shall encumber any other property of any Note Party or any Restricted Subsidiary (other than any proceeds related thereto); (h) all easements, covenants, encroachments, licenses, public or private roads, conditions, restrictions, rights of way, reservations of, or rights of others, encumbrances and other similar matters, improvements and structures located on, over or under any Real Property that are disclosed in policies of title insurance accepted by the Required Purchasers, and all other similar matters or minor defects or irregularities affecting title, or any state of facts that an accurate survey would disclose, in each case which do not interfere in any material respect with the Ordinary Course of Business or have a material adverse effect on the value of such Real Property; (i) any zoning or similar law or right reserved to or vested in any Governmental Body, or any Lien resulting from any exercise or enforcement thereof, in each case which do not interfere in any material respect with the Ordinary Course of Business or have a material adverse effect on the value of such Real Property; (j) Liens disclosed on Schedule 1.2 provided that such Liens shall secure only those obligations which they secure on the Closing Date (and extensions, renewals and refinancings of such obligations permitted by Section 7.8 hereof) and shall not subsequently apply to any other property or assets of any Note Party or any Restricted Subsidiary other than the property and assets to which they apply as of the Closing Date and proceeds related thereto; (k) other Liens incidental to the conduct of any Note Party’s or Restricted Subsidiary’s business or the ownership of its property and assets which were not incurred in connection with the borrowing of money or the obtaining of advances or credit, and which do not in the aggregate materially detract from Agent’s or the Purchasers’ rights in and to the Collateral or the value of any Note Party’s or Restricted Subsidiary’s property or assets or which do not materially impair the use thereof in the operation of any Note Party’s or Restricted Subsidiary’s business; (l) any interest or title of a lessor under any lease or sublease (other than a “capital lease” or any other lease that would be deemed to be a security interest under the applicable provisions of the Uniform Commercial Code (including Section 1-203 thereof)) entered into by any Note Party or any of the Restricted Subsidiaries as permitted under this Agreement or in the ordinary course of business and any financing statement filed in connection with any such lease or sublease; (m) any Lien existing on any property or assets prior to the acquisition thereof by any Note Party or any Restricted Subsidiary or existing on any property or asset of any Person at the time such

Person becomes a Restricted Subsidiary (other than by designation as a Restricted Subsidiary pursuant to Section 6.11), in each case after the Closing Date; provided that (i) such Lien was not created in contemplation of or in connection with such acquisition or such Person becoming a Restricted Subsidiary, (ii) such Lien does not extend to or cover any other assets or property (other than the proceeds or products thereof, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition), (iii) the obligations (including any Indebtedness) secured by such Lien are otherwise permitted to be outstanding and secured under this Agreement and (iv) such Lien shall secure only those obligations it secures on the date of such acquisition or the date such Person becomes a Note Party or a Restricted Subsidiary, as the case may be, and extensions, renewals and replacement thereof that do not increase the outstanding principal amount thereof; and (n) other Liens, so long as each such Lien does not extend to or cover any Revolving Credit Priority Collateral and provided that the aggregate amount of the obligations secured thereby does not exceed $1,500,000.

“ Permitted Indebtedness ” means:

(a) (1) Indebtedness to Agent, the Purchasers and their affiliates hereunder constituting Obligations and (2) Indebtedness under the Revolving Credit Facility not to exceed in aggregate principal amount the sum of (x) $30,000,000 and (y) $30,000,000 less the original principal amount of Incremental Notes incurred since the Closing Date pursuant to Section 2.7;

(b) Attributable Indebtedness and other Indebtedness (including Capitalized Leases and Indebtedness incurred in connection with any Sale-Leaseback Transaction) financing an acquisition, construction, repair, replacement, lease or improvement of a fixed or capital asset, or entered into in connection with a Sale-Leaseback Transaction, incurred by the Issuer or any Restricted Subsidiary, in an aggregate amount not to exceed $10,000,000;

(c) Subordinated Indebtedness; provided, that such Subordinated Indebtedness shall not (i) mature earlier than 90 days after the then Latest Maturity Date in effect on the date of issuance or incurrence thereof, (ii) include any amortization or be subject to mandatory redemption, repurchase, prepayment or sinking fund obligation prior to 90 days after the then Latest Maturity Date, (iii) require any payments of interest (other than payment-in-kind through the addition to the principal amount thereof) or other amounts in respect of the principal thereof prior to 90 days after the Latest Maturity Date in effect on the date of incurrence or issuance thereof and (iv) have covenants, defaults or remedy provisions more restrictive (taken as a whole) than those set forth in this Agreement; provided , that notwithstanding clause (iii) above, in addition to interest payments constituting payment-in-kind, interest or other amounts in respect of the principal thereof may be required or permitted to be paid in cash or in other non-cash consideration prior to 90 days after the Latest Maturity Date in effect on the date of incurrence or issuance thereof to the extent the Subordinated Loan Documentation related to such Subordinated Indebtedness (w) expressly limits such cash payments to the extent permitted pursuant to Section 7.16 of this Agreement, (x) agrees that any such payments made to the holders of such Subordinated Indebtedness in contravention of the terms of the Note Documents shall be held in trust for the benefit of, and turned over on demand to, the Purchasers and (y) provides that the provisions set forth in clauses (w) and (x) are for the benefit of the Purchasers and may not be modified without the prior written consent of the Purchasers.

(d) any Indebtedness listed on Schedule 7.8, and the extension of maturity, refinancing or modification of the terms thereof; provided, however, that (i) such extension, refinancing or modification is pursuant to terms that are not less favorable to the Note Parties and the Restricted Subsidiaries in any material respect than the terms of the Indebtedness being extended, refinanced or modified (including to the extent any such Indebtedness is Subordinated Indebtedness, the terms of such extended, refinanced or modified Indebtedness shall continue to constitute Subordinated Indebtedness), (ii) after giving effect to such extension, refinancing or modification, the amount of such Indebtedness is not greater than the amount of Indebtedness outstanding immediately prior to such extension, refinancing or modification (other than with respect to fees and expenses incurred for, and accrued and unpaid interest in respect of, such refinancing, extension or modification) and (iii) no Note Party that was not liable with respect to the Indebtedness prior to its refinancing or modification shall be liable with respect to such Indebtedness after giving effect to its refinancing or modification (a “Permitted Refinancing”);

(e) Guarantees by the Issuer or any Restricted Subsidiary in respect of Permitted Indebtedness otherwise permitted hereunder; provided that (A) no guarantee by any Restricted Subsidiary of any Indebtedness constituting Subordinated Indebtedness or Indebtedness under the Revolving Credit Facility shall be permitted unless such guaranteeing party shall have also provided a Guaranty of the Obligations on the terms set forth herein, (B) if the Indebtedness being guaranteed is subordinated to the Obligations, such guarantee shall be subordinated to the Guaranty of the Obligations on terms at least as favorable to the Purchasers as those contained in the subordination of such Indebtedness and (C) no Restricted Subsidiary that is not a Note Party shall guarantee Indebtedness for borrowed money of any Note Party;

(f) Indebtedness to the extent constituting Permitted Intercompany Investments;

(g) Indebtedness incurred in the Ordinary Course of Business in connection with cash pooling, netting and cash management arrangements consisting of overdrafts or similar arrangements; provided that any such Indebtedness does not consist of Indebtedness for borrowed money and such Indebtedness is extinguished within three (3) Business Days;

(h) Indebtedness arising out of the issuance of surety, stay, customs or appeal bonds, bank guarantees, performance bonds and performance and completing guarantees or other similar obligations, in each case incurred in the Ordinary Course of Business in connection with workers’ compensation, health, disability or other employee benefits, environmental obligations or property, casualty or liability insurance of any Note Party or any Restricted Subsidiary and in connection with other surety and performance bonds in the Ordinary Course of Business;

(i) Indebtedness of any of the Note Parties consisting of (i) repurchase obligations with respect to Equity Interests of such Person issued to the directors, consultants, managers, officers and employees of any of the Note Parties arising upon the death, disability or termination of employment of such director, consultant, manager, officer or employee to the extent such repurchase is permitted under Section 7.7(ii) and (ii) promissory notes issued by any of the Note Parties to directors, consultants, managers, officers and employees (or their spouses or estates) of any of the Note Parties to purchase or redeem Equity Interests of such Note Party issued to such director, consultant, manager, officer or employee to the extent such purchase or

redemption is permitted under Section 7.7(ii), provided that any such notes issued under this clause (ii) shall be subordinated in right of payment to all Obligations on terms and conditions reasonably satisfactory to the Required Purchasers either pursuant to subordination provisions set forth in such notes or pursuant by the execution and delivery of a subordination agreement, which such subordination provisions or subordination agreement (as applicable) shall be in form and substance reasonably satisfactory to the Required Purchasers;

(j) Qualified Earnouts;

(k) Acquired Indebtedness in an aggregate principal amount not to exceed $5,000,000;

(l) Indebtedness in respect of Swap Contracts designed to hedge against the Issuer’s or any Restricted Subsidiary’s exposure to interest rates or currency fluctuations incurred in the Ordinary Course of Business and not for speculative purposes and guarantees thereof; and

(m) additional unsecured Indebtedness of the Note Parties, provided that (i) the aggregate principal amount at any one time outstanding of all such Indebtedness shall not exceed $5,000,000 and (ii) at the time of the incurrence of such Indebtedness, no Event of Default shall have occurred and be continuing and no Event of Default shall occur as a result of such incurrence.

“ Permitted Intercompany Investments ” means, in each case, to the extent made by the Issuer or any Restricted Subsidiary:

(a) advances, loans or extensions of credit made to the Issuer or any of its Restricted Subsidiaries;

(b) assumptions, endorsements or guarantees of the obligations of the Issuer or any Restricted Subsidiary that either constitute Permitted Indebtedness or, if such obligations do not constitute Indebtedness, are not otherwise prohibited hereunder; and

(c) any purchase or acquisition of obligations or Equity Interests of, or any other interest in, the Issuer or any Restricted Subsidiary (but excluding, for the avoidance of doubt, any such purchase or acquisition from a Person that is neither the Issuer nor a Restricted Subsidiary);

so long as (x) no Event of Default has occurred and is continuing or would result therefrom and (y) the aggregate amount of such advances, loans, extensions of credit, guarantees, assumptions, endorsements or investments made by Note Parties in, or for the benefit of, Restricted Subsidiaries that are not Note Parties pursuant to clauses (a), (b) or (c) above shall not exceed (together with (x) the amount of consideration paid in respect of Persons that do not become Note Parties or assets that do not constitute Collateral pursuant to clause (i) of the defined term “Permitted Investments” and (y) the amount of investments outstanding pursuant to clause (k) of the defined term “Permitted Investments”) $5,000,000 in the aggregate outstanding at any time.

“ Permitted Investments ” means (a) advances made in connection with purchases of goods or services in the Ordinary Course of Business, (b) investments owned by any Note Party on the Closing Date and set forth on Schedule 7.4, (c) [reserved], (d) Permitted Intercompany Investments, (e) Equity Interests or other securities acquired in connection with the satisfaction or enforcement of Indebtedness or claims due or owing to a Note Party (in bankruptcy of customers or suppliers or otherwise outside the ordinary course of business) or as security for any such Indebtedness or claims, (f) non-cash loans to employees, officers, and directors of Holdings (or its direct or indirect parent) or any of its Subsidiaries for the purpose of purchasing Equity Interests in Holdings (or its direct or indirect parent) so long as the proceeds of such loans are used in their entirety to purchase such stock in Holdings (or its direct or indirect parent), (g) [reserved], (h) investments received in settlement of amounts due to any Note Party, made in the Ordinary Course of Business or owing to any Note Party as a result of insolvency proceedings involving a Customer or upon the foreclosure or enforcement of any Lien in favor of a Note Party, (i) Permitted Acquisitions, provided that the aggregate amount of consideration paid directly or indirectly by Note Parties in respect of acquisitions of Persons that do not become Note Parties (or paid to acquire property or assets that will not be owned by a Note Party and constitute Collateral) (together with the amount of investments made pursuant to clause (k) below and Permitted Intercompany Investments in, or for the benefit of, Restricted Subsidiaries that are not Note Parties) shall not exceed $5,000,000, (j) investments held by any Person acquired in a Permitted Acquisition to the extent that such investments were not made in contemplation of or in connection with such Permitted Acquisition and were in existence prior to the date of such Permitted Acquisition and (k) so long as no Event of Default has occurred and is continuing or would result therefrom, investments in any joint venture or partnership that is not an Affiliate of the Issuer, not exceeding (together with (x) the amount of consideration paid in respect of Persons that do not become Note Parties or assets that do not constitute Collateral pursuant to clause (i) above and (y) the amount of Permitted Intercompany Investments in, or for the benefit of, Restricted Subsidiaries that are not Note Parties) $5,000,000 in the aggregate outstanding at any time.

“ Person ” shall mean any individual, sole proprietorship, partnership, corporation, business trust, joint stock company, trust, unincorporated organization, association, limited liability company, limited liability partnership, institution, public benefit corporation, joint venture, entity or Governmental Body (whether federal, state, county, city, municipal or otherwise, including any instrumentality, division, agency, body or department thereof).

“ PIMCO ” shall mean Pacific Investment Management Company LLC.

“ PIMCO Purchasers ” shall mean the Purchasers set forth on Schedule A hereto.

“ Plan ” shall mean any employee benefit plan within the meaning of Section 3(3) of ERISA (including a Pension Benefit Plan and a Multiemployer Plan), maintained by any Note Party or to which any Note Party is required to contribute, and with respect to any Pension Benefit Plan or Multiemployer Plan, maintained by any member of the Controlled Group or to which any such member is required to contribute.

“ Pledged Equity ” shall mean all Equity Interests held by any Note Party that are listed on Schedule 1.3 (which such schedule shall be updated from time to time and attached to each

Compliance Certificate delivered pursuant to Section 9.7 if, since the Closing Date or the date of the last notification (as applicable), any Note Party has acquired any additional Equity Interests required to be pledged in favor of Agent for the ratable benefit of the Purchasers in accordance with this Agreement) and any other Equity Interests in the Issuer or any Subsidiaries obtained in the future by such Note Party and the certificates representing all such Equity Interests; provided , that the Pledged Equity shall not include (A) Excluded Assets or (B) for the avoidance of doubt, greater than 65% of the common voting Equity Interests directly owned by the Issuer or any Subsidiary Guarantor in any Subsidiary that is either (1) a CFC Holdco or (2) a Foreign Subsidiary.

“ Pledge Agreement ” shall mean the Pledge Agreement in the form of Exhibit D hereto, executed by the Note Parties in favor of Agent dated as of the Closing Date.

“ Prepayment Premium ” shall have the meaning set forth in Section 2.4(b) hereof.

“ Pro Forma Balance Sheet ” shall have the meaning set forth in Section 5.5(a) hereof.

“ Pro Forma Financial Statements ” shall have the meaning set forth in Section 5.5(b) hereof.

“ Pro Forma Testing Period ” shall mean, as to any applicable incurrence of Indebtedness, re-purchase of Equity Interests pursuant to Section 7.7(ii) hereof or making of any Permitted Acquisition, the most recently completed four-fiscal quarter period prior to the date of such incurrence, re-purchase or Permitted Acquisition, as applicable, for which financial statements and a related Compliance Certificate have been delivered to Agent and the Purchasers under Sections 9.6 or 9.7 (as applicable).

“ Properly Contested ” shall mean, in the case of any Indebtedness, Lien or other obligation (including any taxes), as applicable, of any Person that is not paid as and when due or payable by reason of such Person’s bona fide dispute concerning its liability to pay same or concerning the amount thereof: (a) such Indebtedness, Lien or other obligation, as applicable, is being properly contested in good faith by appropriate proceedings promptly instituted and diligently conducted; (b) such Person has established appropriate reserves as shall be required in conformity with GAAP; (c) the nonpayment of any such Indebtedness during such contest is not reasonably likely to have a Material Adverse Effect, (d) no Lien is imposed upon any of such Person’s assets with respect to such Indebtedness unless such Lien is at all times junior and subordinate in priority to the Liens in favor of Agent (except only with respect to inchoate liens that have priority as a matter of Applicable Law) and enforcement of such Lien is stayed during the period prior to the final resolution or disposition of such dispute; (e) if such Indebtedness, Lien or other obligation, as applicable, results from, or is determined by the entry, rendition or issuance against a Person or any of its assets of a judgment, writ, order or decree, enforcement of such judgment, writ, order or decree is stayed pending a timely appeal or other judicial review; and (f) if such contest is abandoned, settled or determined adversely (in whole or in part) to such Person, such Person forthwith pays such Indebtedness and all penalties, interest and other amounts due in connection therewith.

“ Projections ” shall have the meaning set forth in Section 5.5(b) hereof.

“ Purchaser ” and “ Purchasers ” shall have the meaning ascribed to such term in the preamble to this Agreement and shall include each Person which becomes a transferee, successor or assign of any Purchaser.

“ QIB ” shall have the meaning set forth in Section 17.3 hereof.

“ Qualified Earnout ” shall mean any Earnout that constitutes Subordinated Indebtedness that is incurred as part of a Permitted Acquisition.

“ Qualified Equity Interests ” shall mean any Equity Interests that are not Disqualified Equity Interests.

“ Qualified Subordinated Indebtedness ” shall mean Subordinated Indebtedness incurred pursuant to clause (c) of the definition of “Permitted Indebtedness”.

“ RCRA ” shall mean the Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901 et seq., as same may be amended from time to time.

“ Real Property ” shall mean all of each Note Party’s right, title and interest (whether an interest in fee simple, a leasehold interest or any other interest of any kind whatsoever) in and to the owned and leased premises identified on Schedule 4.5 hereto (which such schedule shall be updated from time to time and attached to each Compliance Certificate delivered pursuant to Section 9.7 if, since the Closing Date or the date of the last notification (as applicable), any Note Party has acquired any additional Real Property) or in and to any other premises or real property that are hereafter owned or leased by any Note Party.

“ Receivables ” shall mean and include, as to each Note Party, all of such Note Party’s accounts, contract rights, instruments (including those evidencing indebtedness owed to such Note Party by its Affiliates), documents, chattel paper (including electronic chattel paper), general intangibles relating to accounts, drafts and acceptances, credit card receivables and all other forms of obligations owing to such Note Party arising out of or in connection with the sale or lease of Inventory or the rendition of services, all supporting obligations, guarantees and other security therefor, whether secured or unsecured, now existing or hereafter created, and whether or not specifically sold or assigned to Agent hereunder.

“ Refinancing ” means (x) all indebtedness of the Issuer and its subsidiaries under the subordinated loan made by KG Fracing Acquisition Corp. to KGH shall have been paid in full, (y) indebtedness in the form of a term loan of Holdings and its Subsidiaries under the Revolving Credit, Term Loan and Security Agreement, dated as of July 8, 2011 (as amended, supplemented or modified prior to the Closing Date, the “ Existing Credit Agreement ”) shall have been paid in full and (z) indebtedness in the form of a revolving facility of Holdings and its Subsidiaries shall have been upsized under the Existing Credit Agreement, as amended and restated in the form of the Revolving Credit Agreement on the Closing Date, from commitments of $20,000,000 to $30,000,000, with any outstanding letters of credit or advances continued under the Revolving Credit Agreement.

“ Register ” shall have the meaning set forth in Section 16.4 hereof.

“ Registered ” shall mean, with respect to Intellectual Property, issued, registered, renewed or subject to a pending application.

“ Rejection Notice ” shall have the meaning set forth in Section 2.5(f) hereof.

“ Related Fund ” shall mean any fund, investment company, separately managed account or other entity which is managed or advised by the same investment manager or investment adviser as any of the Purchasers, or, if managed by a different investment manager or investment adviser, a fund whose investment manager or adviser is an Affiliate of the investment manager or adviser of any of the Purchasers.

“ Release ” shall mean the meaning set forth in CERCLA.

“ Remedial Action ” shall mean any response, remedial removal, or corrective action activity to clean up, detoxify, decontaminate, contain or otherwise remediate any Hazardous Substance or to comply with any Environmental Laws, including any inspection, investigation, study, monitoring, assessment, audit, sampling and testing, laboratory or other analysis, or evaluation relating to any Release or threatened Release of Hazardous Substances as required by Environmental Laws or the Authority. For purposes of this Agreement, Remedial Action shall mean those actions required under Environmental Laws.

“ Reportable Compliance Event ” shall mean that any Covered Entity becomes a Sanctioned Person, or is charged by indictment, criminal complaint or similar charging instrument, arraigned, or custodially detained in connection with any Anti-Terrorism Law or any predicate crime to any Anti-Terrorism Law, or has any knowledge of facts or circumstances to the effect that it is reasonably likely that any aspect of its operations is in actual or probable violation of any Anti-Terrorism Law.

“ Reportable Event ” shall mean a reportable event described in Section 4043 of ERISA or the regulations promulgated thereunder.

“ Representative Amount ” means a principal amount of not less than $1,000,000 for a single transaction in the relevant market at the relevant time.

“ Required Purchasers ” shall mean, as of any date of determination, Purchasers holding more than 50% of the aggregate principal amount of the Notes then outstanding (excluding any Notes held by any Note Party or its Affiliates).

“ Responsible Officer ” means the chief executive officer, president, or chief financial officer or other similar officer or Person performing similar functions of a Note Party. Any document delivered hereunder that is signed by a Responsible Officer of a Note Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Note Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Note Party.

“ Restricted Cash ” means cash and Cash Equivalents which are listed as “Restricted” on the consolidated balance sheet of the Issuer and its Restricted Subsidiaries.

“ Retained Declined Proceeds ” shall have the meaning set forth in Section 2.5(f) hereof.

“ Retained Percentage ” means, with respect to any Excess Cash Flow Period, (a) 100% minus (b) the Applicable ECF Percentage with respect to such Excess Cash Flow Period.

“ Revolving Credit Facility ” shall mean the revolving credit facility under the Revolving Credit Agreement.

“ Revolving Credit Agreement ” shall mean that certain amended and restated credit agreement, dated as of the Closing Date, among the Issuer, Holdings, the guarantors party thereto and PNC Bank, National Association, as a lender and as agent, as the same may be amended, restated, modified, substituted, replaced, refinanced or supplemented from time to time, in each case to the extent permitted by this Agreement and the Intercreditor Agreement.

“ Revolving Credit Documents ” means the Revolving Credit Agreement and all of the loan documents made or delivered from time to time in connection with the Revolving Credit Facility, as any such documents may be amended, restated, modified, substituted, replaced, refinanced or supplemented from time to time, in each case to the extent permitted by this Agreement and the Intercreditor Agreement.

“ Revolving Credit Incremental Usage Amount ” shall mean, at any time, the aggregate original principal amount of “Incremental Commitments” (as defined in the Revolving Credit Agreement) incurred since the Closing Date pursuant to Section 2.22 of the Revolving Credit Agreement (as in effect on the date hereof); provided , that the Revolving Incremental Usage Amount shall not at any time exceed $30,000,000.

“ Revolving Credit Priority Collateral ” shall have the meaning specified in the Intercreditor Agreement.

“ Sale-Leaseback Transaction ” shall mean, with respect to any Note Party or any Restricted Subsidiary, any arrangement, directly or indirectly, with any Person whereby such Note Party or such Restricted Subsidiary shall sell or transfer any Equipment, and thereafter rent or lease such Equipment or other Equipment that it intends to use for substantially the same purpose or purposes as the Equipment being sold or transferred.

“ Sanctioned Country ” shall mean a country subject to a sanctions program maintained under any Anti-Terrorism Law.

“ Sanctioned Person ” shall mean any individual person, group, regime, entity or thing listed or otherwise recognized as a specially designated, prohibited, sanctioned or debarred person, group, regime, entity or thing, or subject to any limitations or prohibitions (including but not limited to the blocking of property or rejection of transactions), under any Anti-Terrorism Law.

“ SEC ” shall mean the Securities and Exchange Commission or any successor thereto.

“ Securities Act ” shall mean the Securities Act of 1933, as amended.

“ Subordinated Indebtedness ” means any Indebtedness which has been expressly subordinated in right of payment and/or security to all Obligations expressly by its terms and the terms of the Subordination Agreement executed and delivered to Agent and the Purchasers in connection with such Indebtedness.

“ Subordinated Lender ” shall mean, as to any Subordinated Indebtedness, and collectively (if applicable) all of the lender(s) under and/or other holder(s) of such Subordinated Indebtedness.

“ Subordinated Loan Documentation ” shall mean, as to any Subordinated Indebtedness, the applicable Subordination Agreement and any and all loan agreements between the Issuer and the applicable Subordinated Lender and/or promissory note(s) issued by the Issuer to the applicable Subordinated Lender in connection with such Subordinated Indebtedness and all other instruments and documents executed in connection therewith.

“ Subordination Agreement ” shall mean, as to any Subordinated Indebtedness, any subordination or intercreditor agreement, in form and substance reasonably satisfactory to Agent and the Required Purchasers (including reasonably satisfactory provisions, if applicable, as required pursuant to the proviso of clause (c) of the defined term “Permitted Indebtedness” in the case of any Qualified Subordinated Indebtedness that requires or permits payments (other than payments-in-kind in respect of interest) prior to 90 days after the Latest Maturity Date on the date of incurrence or issuance thereof), executed by the applicable Subordinated Lender providing for the subordination in right of payment or of security of the applicable Subordinated Indebtedness to all Obligations with or in favor of Agent for its benefit and for the ratable benefit of the Purchasers.

“ Subsidiary ” of any Person shall mean a corporation or other entity (i) of whose Equity Interests having ordinary voting power (other than Equity Interests having such power only by reason of the happening of a contingency) to elect a majority of the directors or other governing body are at the time, directly or indirectly, beneficially owned by such Person or (ii) the management of which is otherwise controlled, directly or indirectly, through one or more intermediaries, by such Person, to the extent such entity’s financial results are required to be included in such Person’s consolidated financial statements under GAAP. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Issuer.

“ Subsidiary Guarantor ” shall mean any Guarantor other than Holdings.

transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “ Master Agreement ”), including any such obligations or liabilities under any Master Agreement.

“ Swap Termination Value ” shall mean, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Purchaser or any Affiliate of a Purchaser).

“ Term Commitment ” means, as to each Purchaser, its obligation to purchase a Term Note from the Issuer pursuant to Section 2.1 in an aggregate amount not to exceed the amount set forth opposite such Purchaser’s name on Schedule 1.1 under the caption “Term Commitment” as such amount may be adjusted from time to time in accordance with this Agreement. The initial aggregate amount of the Term Commitments on the Closing Date is $150,000,000.

“ Term Note ” shall have the meaning set forth in the recitals to this Agreement.

“ Term Priority Collateral Account ” shall have the meaning set forth in Section 4.15(i)(ii) of this Agreement.

“ Termination Event ” shall mean: (a) a Reportable Event with respect to any Plan (other than an event for which the 30 day notice period is waived); (b) the withdrawal of the Issuer, any Restricted Subsidiary or any member of the Controlled Group from a Pension Benefit Plan during a plan year in which such entity was a “substantial employer” as defined in Section 4001(a)(2) of ERISA; (c) the providing of notice of intent to terminate a Plan in a distress termination described in Section 4041(c) of ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (d) the institution by the PBGC of proceedings to terminate a Plan; (e) (i) the termination of, or the appointment of a trustee to administer, any Pension Benefit Plan under Section 4042 of ERISA, or (ii) the termination of a Multiemployer Plan pursuant to Section 4041A of ERISA, or (iii) the partial or complete withdrawal within the meaning of Section 4203 or 4205 of ERISA, of the Issuer, any Restricted Subsidiary or any member of the Controlled Group from a Multiemployer Plan, (f) notice that a Multiemployer Plan is subject to Section 4245 of ERISA; or (g) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent, upon the Issuer, any Restricted Subsidiary or any member of the Controlled Group.

“ Threshold Amount ” means $7,500,000.

“ Total Assets ” means the total assets of the Issuer and its Restricted Subsidiaries on a consolidated basis in accordance with GAAP, as shown on the most recent balance sheet of the Issuer delivered pursuant to Sections 9.6 or 9.7 or, for the period prior to the time any such statements are so delivered pursuant to Sections 9.6 or 9.7, the Pro Forma Financial Statements.

“ Total Net Debt ” means, as of any date of determination, (a) the aggregate principal amount of Indebtedness of the Issuer and its Restricted Subsidiaries outstanding on such date, in an amount that would be reflected on a balance sheet prepared as of such date on a consolidated basis in accordance with GAAP (including, for the avoidance of doubt, any Earnouts), minus (b) the aggregate amount of cash and Cash Equivalents (other than Restricted Cash) not to exceed $20,000,000 (or for purposes of Section 2.7(d)(iii)(y), $5,000,000), in each case, included on the consolidated balance sheet of the Issuer and the Restricted Subsidiaries as of such date, contained in deposit or securities accounts subject to control agreements in favor of the Agent and free and clear of all Liens (other than nonconsensual Liens, Liens in favor of the Agent for the benefit of the Note Parties and Liens in favor of the agent for the benefit of the lenders under the Revolving Facility, all to the extent permitted by Section 7.2); provided , that Indebtedness in respect of Swap Contracts (if any) shall only be included for purposes of clause (a) above to the extent (and only in the amount of any excess by which) the aggregate Swap Termination Value in respect of such Swap Contracts exceeds $5,000,000.

“ Toxic Substance ” shall mean and include any material present on the Real Property or the Leasehold Interests which has been shown to have significant adverse effect on human health or which is subject to regulation under the Toxic Substances Control Act (TSCA), 15 U.S.C. §§ 2601 et seq., applicable state law, or any other applicable Federal or state laws now in force or hereafter enacted relating to toxic substances. “Toxic Substance” includes but is not limited to asbestos, polychlorinated biphenyls (PCBs) and lead-based paints.

“ Trading with the Enemy Act ” shall mean the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any enabling legislation or executive order relating thereto.

“ Transactions ” shall mean, collectively, (a) the issuance of the Term Notes and the execution and delivery of the Note Documents to be entered into on the Closing Date, (b) the amendment and restatement of the Existing Credit Agreement in the form of the Revolving Credit Agreement and any other agreements, instruments and documents to be entered into under the Revolving Credit Facility on the Closing Date, (c) the Refinancing, (d) the consummation of any other transactions in connection with the foregoing and (e) the payment of fees and expenses in connection with the foregoing.

“ Ultra Tech Earnout Payments ” shall mean, collectively, the “Earn-Out Payments” payable pursuant to, and as such term is defined under, the Asset Purchase Agreement, dated as of December 3, 2013, among KGH, Keane Frac TX, LLC and Ultra Tech Frac Services, LLC.

“ Unfunded Capital Expenditures ” shall mean Capital Expenditures made with Internally Generated Funds and, for the avoidance of doubt, not including Capital Expenditures funded through or by funds provided by any Customer or supplier for such purpose.

“ Uniform Commercial Code ” shall have the meaning set forth in Section 1.3 hereof.

“ Unrestricted Subsidiary ” means a Subsidiary of the Issuer designated by the Board of Directors as an Unrestricted Subsidiary pursuant to Section 6.11 subsequent to the Closing Date, in each case, until such Person ceases to be an Unrestricted Subsidiary in accordance with Section 6.11 or ceases to be a Subsidiary of the Issuer. No Subsidiary shall be designated an Unrestricted Subsidiary if either (a) it owns Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, the Issuer or any of its Restricted Subsidiaries, (b) it is a Restricted Subsidiary for purposes of the Revolving Credit Facility or (c) the Revolving Credit Facility does not include the substantially similar provision to provide for Restricted Subsidiaries and Unrestricted Subsidiaries.

“ USA PATRIOT Act ” shall mean the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56, as the same has been, or shall hereafter be, renewed, extended, amended or replaced.

“ Vehicles ” shall mean all buses, cars, trucks, trailers, and Equipment and other vehicles covered by a certificate of title law of any state and, in any event including, without limitation, the motor vehicles and Equipment listed on Schedule 4.14 (which such schedule shall be updated from time to time and attached to each Compliance Certificate delivered pursuant to Section 9.7 if, since the Closing Date or the date of the last notification (as applicable), any Note Party has acquired any additional Vehicles) and all tires and other appurtenances to any of the foregoing.

“ Weighted Average Life to Maturity ” means, when applied to any Indebtedness at any date, the number of years obtained by dividing: (i) the sum of the products obtained by multiplying (a) the amount of each then remaining scheduled installment, sinking fund, serial maturity or other required scheduled payments of principal, including payment at final scheduled maturity, in respect thereof, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by (ii) the then outstanding principal amount of such Indebtedness; provided that the effects of any prior prepayments (including the effect of such prior prepayments on future scheduled payments of principal) made on such Indebtedness shall be disregarded in making such calculation.

1.3. Uniform Commercial Code Terms . All terms used herein and defined in the Uniform Commercial Code as adopted in the State of New York from time to time (the “ Uniform Commercial Code ”) shall have the meaning given therein unless otherwise defined herein. Without limiting the foregoing, the terms “accounts,” “chattel paper,” “commercial tort claims,” “instruments,” “general intangibles,” “goods,” “payment intangibles,” “proceeds,” “supporting obligations,” “securities,” “investment property,” “documents,” “deposit accounts,” “software,” “letter of credit rights,” “inventory,” “equipment” and “fixtures,” as and when used in the description of Collateral shall have the meanings given to such terms in Articles 8 or 9 of the Uniform Commercial Code. To the extent the definition of any category or type of collateral is expanded by any amendment, modification or revision to the Uniform Commercial Code, such expanded definition will apply automatically as of the date of such amendment, modification or revision.

1.4. Certain Matters of Construction . The terms “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular section, paragraph or subdivision. All references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement. Any pronoun used shall be deemed to cover all genders. Wherever appropriate in the context, terms used herein in the singular also include the plural and vice versa. All references to statutes and related regulations shall include any amendments of same and any successor statutes and regulations. Unless otherwise provided, all references to any instruments or agreements to which Agent is a party, including references to any of the other Note Documents, shall include any and all modifications, supplements or amendments thereto, any and all restatements or replacements thereof and any and all extensions or renewals thereof. All references herein to the time of day shall mean the time in New York, New York. Unless otherwise provided, all financial calculations shall be performed with Inventory valued on a first-in, first-out basis, or on an average cost basis, as the Issuer may elect (provided such election may only be made once, within a reasonable period following the Closing Date, and once made, may not be modified without the Required Purchasers’ prior written consent, which shall not be unreasonably withheld or delayed). Whenever the words “including” or “include” shall be used, such words shall be understood to mean “including, without limitation” or “include, without limitation”. A Default or Event of Default shall be deemed to exist at all times during the period commencing on the date that such Default or Event of Default occurs to the date on which such Default or Event of Default is waived in writing pursuant to this Agreement or, in the case of a Default, is cured within any period of cure expressly provided for in this Agreement; and an Event of Default shall “continue” or be “continuing” until such Event of Default has been waived in writing by the Required Purchasers or all Purchasers, as applicable. Any Lien referred to in this Agreement or any of the other Note Documents as having been created in favor of Agent, any agreement entered into by Agent pursuant to this Agreement or any of the other Note Documents, any payment made by or to or funds received by Agent pursuant to or as contemplated by this Agreement or any of the other Note Documents, or any act taken or omitted to be taken by Agent, shall, unless otherwise expressly provided, be created, entered into, made or received, or taken or omitted, for the benefit or account of Agent and Purchasers. Wherever the phrase “to the Note Parties’ knowledge,” “to the knowledge of a Responsible Officer” or similar phrases relating to the knowledge or the awareness of any Note Party (or one or more of its Responsible Officers) are used in this Agreement or the other Note Documents, such phrase shall mean and refer to (i) the actual knowledge of a Responsible Officer of any Note Party or (ii) the knowledge that a Responsible Officer of any Note Party would have obtained if he had engaged in good faith and diligent performance of his duties, including the making of such reasonably specific inquiries as may be necessary of the employees or agents of such Note Party and a good faith attempt to ascertain the existence or accuracy of the matter to which such phrase relates.

II.	COMMITMENTS AND NOTES.

2.1. Sale and Purchase of the Term Notes; the Closing .

(a) Subject to the terms and conditions set forth herein, each Purchaser, severally and not jointly, agrees to purchase Term Notes from the Issuer on the Closing Date in an aggregate principal amount not to exceed such Purchaser’s Term Commitment, in the amounts and at the purchase price set forth on Schedule 1.1. Principal amounts of the Term Notes that are repaid or prepaid may not be reborrowed.

(b) The purchase and sale of the Term Notes will occur at a closing (the “ Closing ”) to be held on August 8, 2014 at 9:00 a.m. (New York time) at the offices of Ropes & Gray LLP, 1211 Avenue of the Americas, New York, New York 10036, or at such other date, time and/or location as may be agreed upon by the parties hereto, subject to the terms and conditions hereof, including, without limitation, the substantially contemporaneous consummation of the Refinancing. At the Closing, the Issuer will deliver to the Purchasers the Term Notes (in such permitted domination or dominations and registered in its name or the name of such nominee or nominees as the Purchasers may request) against payment of the purchase price therefor by intra-bank or federal funds wire transfer of same day funds to such bank accounts as the Issuer designates at least one Business Day prior to the Closing.

2.2. Delayed Draw Notes .

(a) Subject to the terms and conditions set forth herein, each Purchaser, severally and not jointly, agrees to purchase Delayed Draw Notes from the Issuer during the Delayed Draw Availability Period in an aggregate principal amount not to exceed such Purchaser’s Delayed Draw Commitment, in the amounts and at the purchase price set forth on Schedule 1.1 (or the ratable portion of such purchase price in respect of the amount of the Delayed Draw Notes issued on any Delayed Draw Funding Date). Principal amounts of the Delayed Draw Notes that are repaid or prepaid may not be reborrowed.

(b) The parties hereto acknowledge and agree that any Delayed Draw Notes purchased by the Purchasers shall have the same pricing and terms as the Term Notes purchased on the Closing Date, and, once purchased, shall be deemed to be Notes for all purposes under this Agreement. Upon at least ten (10) Business Days’ prior written notice to the Purchasers and Agent, subject to the satisfaction of each of the conditions precedent set forth in Section 8.2 (each, a “ Delayed Draw Notice ”), each Purchaser, severally and not jointly, agrees to purchase from the Issuer one or more Delayed Draw Notes during the Delayed Draw Availability Period in an amount not to exceed such Purchaser’s Delayed Draw Commitment. Each issuance of Delayed Draw Notes shall be in an aggregate principal amount for all Delayed Draw Notes issued in such issuance of not less than $20,000,000 and the aggregate amount of the Delayed Draw Notes purchased by all Purchasers during the Delayed Draw Availability Period shall not exceed $50,000,000. Each Delayed Draw Notice shall be irrevocable and shall specify (i) the requested date of the issuance of such Delayed Draw Notes (which shall be a Business Day) (each a “ Delayed Draw Funding Date ”) and (ii) the principal amount of such Delayed Draw Notes to be issued and purchased. Following the purchase of the Delayed Draw Notes, each Purchaser’s Delayed Draw Commitment shall be reduced by the amount purchased by such Purchaser. The Issuer may not issue more than two Delayed Draw Notices during the Delayed Draw Availability Period.

(c) On the Delayed Draw Funding Date, the Issuer will deliver to the Purchasers the Delayed Draw Notes (in such permitted domination or dominations and registered in its name or the name of such nominee or nominees as the Purchasers may request) against payment of the purchase price therefor by intra-bank or federal funds wire transfer of same day funds to such bank accounts as the Issuer designates at least one Business Day prior to the Delayed Draw Funding Date.

(d) The Issuer may terminate all or any portion of the Delayed Draw Commitments at any time, and from time to time, during the Delayed Draw Availability Period, in each case without premium or penalty, upon not less than one (1) Business Day’s prior written notice to Agent and the Purchasers.

(e) In connection with any purchase and sale of Delayed Draw Notes on a Delayed Draw Funding Date, the primary purpose of which is to finance a Permitted Acquisition, notwithstanding the conditions set forth in Section 8.3 and set forth in clause (f) of the defined term “Permitted Acquisition”, the Purchasers may agree in an amendment to the Agreement signed solely by such Purchasers and the Issuer, to waive in full or in part the conditions set forth in clauses (a) and (b) (other than with respect to any Event of Default under Section 10.1 or Sections 10.7 or 10.8) of Section 8.3 and the condition set forth in clause (f) of the defined term “Permitted Acquisition”.

2.3. Scheduled Repayment of Notes .

(a) Term Notes . The Issuer shall repay to Agent for the ratable account of each Purchaser holding Notes (1) on the last Business Day of each March, June, September and December, commencing with December 31, 2014, an aggregate principal amount equal to $937,500 (which amount shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.5 below and which amount shall be increased as set forth in clauses (b) and (c) below) and (2) on the Maturity Date the aggregate principal amount of all Notes outstanding on such date.

(b) Delayed Draw Notes . For any issuance of Delayed Draw Notes, the amount of any quarterly payment set forth in clause (a)(1) above shall be increased in an amount equal to 0.625% of the original aggregate principal amount of Delayed Draw Notes so issued, such increase in quarterly payment to be reflected for the first such quarterly payment to occur after the last day of the calendar quarter in which such Delayed Draw Notes were issued.

(c) Incremental Notes . For any issuance of Incremental Notes, the amount of any quarterly payment set forth in clause (a)(1) above shall be increased to the extent and as required pursuant to the terms of any applicable Incremental Amendment.

2.4. Optional Prepayments; Prepayment Premium .

(a) Subject to the terms of this Section 2.4, the Issuer may prepay the Notes on any Business Day in an aggregate minimum principal amount of $5,000,000 and in integral

multiples of $1,000,000 in excess of $5,000,000 or, in each case such lesser amount as is then outstanding, at any time upon five (5) Business Days’ prior written notice given to the Purchasers and the Agent by 12:00 noon (New York City time). Any prepayment of the Notes pursuant to this Section 2.4(a) shall be accompanied by all accrued and unpaid interest on the principal amount so repaid, if any. Any such prepayment pursuant to this Section 2.4(a) shall be applied to the remaining scheduled installments of principal on the Notes pursuant to Section 2.3 in a manner determined at the discretion of the Issuer and specified in the notice of prepayment (and absent such direction, in direct order of maturity).

(b) If any Notes are optionally prepaid pursuant to Section 2.4(a), mandatorily prepaid pursuant to Section 2.5 (other than pursuant to clauses (a), (b) and (c) thereof) or if a Non-Consenting Purchaser is required to sell its Notes to an assignee pursuant to Section 16.2, such prepayments (or sale) shall be made at (each of the following percentages, the “ Prepayment Premium ”) (w) 103% of the aggregate principal amount of Notes prepaid if such prepayment occurs on or prior to the first anniversary of the Closing Date, (x) 102% of the aggregate principal amount of the Notes prepaid if such prepayment occurs after the first anniversary of the Closing Date and on or prior to the second anniversary of the Closing Date, (y) 101% of the aggregate principal amount of the Notes prepaid if such prepayment occurs after the second anniversary of the Closing Date and on or prior to the third anniversary of the Closing Date and (z) thereafter, at 100% of the aggregate principal amount of the Notes prepaid; provided however that such prepayment shall be made pursuant to clause (z) above if the Notes are prepaid (a) as a result of the consummation of a transaction that constitutes a Change of Control or (b) to the extent paid promptly out of Retained Declined Proceeds (but in any event no later than ten (10) Business Days after the election by any non-declining Purchasers to decline their pro rata share of the Declined Proceeds pursuant to Section 2.5(f)).

2.5. Mandatory Prepayments .

(a) Subject to Section 7.1(b) hereof, and the exceptions for reinvestments as set forth in paragraph (b) below and the Intercreditor Agreement (with respect to Revolving Credit Priority Collateral), when any Note Party either (i) sells or otherwise disposes of any Collateral (other than sales or other dispositions referred to in clauses (i), (ii), (iv), (vi), (vii), (viii) and (ix) of Section 7.1(b)) or (ii) receives the proceeds of or payment in respect of any property or casualty insurance claims or any condemnation proceedings with respect to any Collateral (a “ Recovery Event ”) (for avoidance of doubt, Collateral includes, in each such case, Real Property, unless such Real Property is an Excluded Asset) and receives net cash proceeds (i.e., gross cash proceeds less the reasonable costs of such sales or other dispositions or of collecting on or settling such insurance claim or condemnation proceeding) as the result of such sales, dispositions or Recovery Events in excess of an aggregate amount of $1,000,000 in any fiscal year, the Issuer shall repay the Notes in an amount equal to such excess, such repayments to be made promptly but in no event more than five (5) Business Days following receipt of such net cash proceeds, and until the date of payment, such proceeds shall be held in trust for Agent. The foregoing shall not be deemed to be implied consent to any such sale or disposition otherwise prohibited by the terms and conditions hereof.

(b) Notwithstanding the provisions of the foregoing Section 2.5(a), in any case involving any sale, disposition or Recovery Event with respect to any Collateral other than

Inventory or Receivables, so long as no Event of Default has occurred and is continuing on the date such Note Party receives the net cash proceeds of such sale or disposition or Recovery Event, the net cash proceeds of such sale, disposition or Recovery Event shall not be required to be applied as a prepayment of the Obligations as otherwise provided in Section 2.5(a), to the extent that (x) promptly but in no event more than one (1) Business Day following receipt of such net cash proceeds, the Issuer shall (I) deliver to Agent and the Purchasers a certificate of the Chief Financial Officer or Controller of the Issuer (A) stating that no Event of Default has occurred and is continuing, (B) stating the amount of the net cash proceeds of such sale, disposition or Recovery Event eligible for reinvestment under this Section 2.5(b), (C) stating that the Note Parties wish to use such eligible net cash proceeds of such sale, disposition or Recovery Event for reinvestment as permitted under this Section 2.5(b) and (D) stating that the Note Parties shall use such eligible net cash proceeds for reinvestment within (i) 120 days or (ii) in the case of Real Property, 180 days (or such longer period as the Required Purchasers may agree in their sole discretion) (as designated in such certificate of the Chief Financial Officer or Controller of the Issuer, the “ Applicable Reinvestment Period ”) and (II) deposit all such net cash proceeds designated for reinvestment with Agent to be held in a segregated non-interest bearing trust account under the sole dominion and control of Agent (the “ Reinvestment Account ”) and (y) the Note Parties shall, within the Applicable Reinvestment Period, reinvest an amount equal to such net cash proceeds designated for reinvestment in assets of equal or greater fair market value, or otherwise replace, repair or restore any such properties or assets to be used in any Note Party’s business (and Agent shall disburse funds from the Reinvestment Account to reimburse the Note Parties for the costs and expenses of such reinvestment, replacement, repair or restoration upon submission by such Note Parties to Agent of supporting documentation reasonably acceptable to Agent), but further provided that , to the extent that the Note Parties shall not so reinvest net cash proceeds designated for reinvestment within the Applicable Reinvestment Period, then ten (10) Business Days after the expiration of such Applicable Reinvestment Period, Agent shall apply any net cash proceeds designated for reinvestment remaining in the Reinvestment Account to the prepayment of the Obligations as otherwise provided for in Section 2.5(a).

(c) Issuer shall cause to be prepaid an aggregate principal amount of the Notes following the end of each fiscal year, beginning with the fiscal year ending on or about December 31, 2015, in an amount equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the Excess Cash Flow Period then ended minus (B) all optional prepayments of the Notes made pursuant to Section 2.4(a) during such Excess Cash Flow Period (without regard to any payment made on such Notes above par) to the extent such optional prepayments were funded with Internally Generated Cash. Each such prepayment shall be made within five (5) Business Days following delivery of the financial statements to Agent and the Purchasers referred to in and required by Section 9.6 for such fiscal year.

(d) If a Note Party or any Restricted Subsidiary incurs or issues any Indebtedness after the Closing Date not permitted to be incurred or issued pursuant to Section 7.8, the Issuer shall cause to be prepaid an aggregate principal amount of Notes in an amount equal to 100% of all net cash proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt by the relevant Person of such net cash proceeds.

(e) All prepayments made pursuant to this Section 2.5 shall be applied to the remaining scheduled installment of principal on the Notes pursuant to Section 2.3 in direct order of maturity.

(f) Each Purchaser may reject all or a portion of its pro rata share of any mandatory prepayment to be made pursuant to clauses (a) and (c) above (such declined amounts, the “ Declined Proceeds ”) by providing written notice (each, a “ Rejection Notice ”) to Agent and the Issuer no later than 5:00 p.m. two (2) Business Days after the date of such Purchaser’s receipt of notice from the Issuer regarding such prepayment. Each Rejection Notice from a given Purchaser shall specify the principal amount of the mandatory prepayment of Notes to be rejected by such Purchaser. If a Purchaser fails to deliver a Rejection Notice to Agent and the Issuer within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Notes to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory repayment of Note. Any Declined Proceeds shall be offered by the Issuer to the Purchasers not so declining such prepayment on a pro rata basis in accordance with the amount of the Notes held by such Purchaser (with such non-declining Purchasers having the right to decline any prepayment with Declined Proceeds within five (5) Business Days of such offer by the Issuer). To the extent such non-declining Purchasers elect to decline their pro rata share of such Declined Proceeds, any Declined Proceeds remaining thereafter shall be retained by the Issuer (such remaining Declined Proceeds, the “ Retained Declined Proceeds ”).

2.6. Use of Proceeds .

(a) The proceeds of the Term Notes will be used, together with the proceeds of loans under the Revolving Credit Facility, to (i) consummate the Refinancing on the Closing Date, (ii) finance certain Permitted Investments, Permitted Acquisitions and Capital Expenditures, (iii) pay costs, fees and expenses relating to the Transactions and (iv) fund working capital.

(b) The proceeds of the Delayed Draw Notes will be used to (i) finance certain Permitted Investments, Permitted Acquisitions and Capital Expenditures, (ii) pay costs, fees and expenses relating thereto and relating to the issuance of the Delayed Draw Notes and (iii) fund working capital.

(c) Without limiting the generality of Sections 2.6(a) and (b) above, neither the Note Parties nor any other Person which may in the future become party to this Agreement or the other Note Documents as a Note Party, intends to use nor shall they use any portion of the proceeds of the Notes, directly or indirectly, for any purpose in violation of the Trading with the Enemy Act.

2.7. Incremental Notes .

(a) The Issuer may at any time or from time to time after the earlier of (x) the first anniversary of the Closing Date and (y) the issuance of Delayed Draw Notes in an aggregate principal amount equal to the Delayed Draw Commitment as in effect on the Closing Date, by notice to the Agent and the Purchasers (an “ Incremental Request ”), request one or more new commitments which may be of the same Class as any outstanding Notes (a “ Note Increase ”) or a new Class of Notes (collectively with any Note Increase, the “ Incremental Commitments ”).

(b) On the applicable date (each, an “ Incremental Note Closing Date ”) specified in any Incremental Amendment (including through any Note Increase), subject to the satisfaction of the terms and conditions in this Section 2.7, (i) (A) each Incremental Purchaser of such Class shall purchase a Note from the Issuer (an “ Incremental Note ”) in an amount equal to its Incremental Commitment of such Class by wire transfer of immediately available funds as directed by the Issuer, (B) the Issuer will deliver to such Incremental Purchaser an Incremental Note issued in the name of such Incremental Purchaser and (C) each Incremental Purchaser of such Class shall become a Purchaser hereunder with respect to the Incremental Commitment of such Class and the Incremental Notes of such Class made pursuant thereto.

(c) Each Incremental Request from the Issuer pursuant to this Section 2.7 shall set forth the requested amount and proposed terms of the relevant Incremental Notes. Incremental Notes may be purchased by any existing Purchaser (but no existing Purchaser will have an obligation to make any Incremental Commitment) or by any Additional Purchaser (each such existing Purchaser or Additional Purchaser providing such Commitment, an “ Incremental Purchaser ”); provided , that each Purchaser holding Notes at the time of any such Incremental Request (or any of its Affiliates or Related Funds) shall be provided the right of first refusal to participate on a pro rata basis with all other Purchasers holdings Notes in any such Incremental Commitment (which right may be exercised by provision of written notice from any electing Purchaser (or its applicable Affiliate or Related Fund) to the Issuer with the amount of the Incremental Commitment to be provided (not exceeding such Purchaser’s pro rata share) no later than ten (10) Business Days after receipt of the applicable Incremental Request); provided , further, that (i) the Agent shall have acknowledged any Additional Purchaser’s providing such Incremental Commitment to the extent such acknowledgment, if any, would be required under Section 16.3(c) for a sale, assignment or transfer of Notes or Commitments, as applicable, to such Additional Purchaser (ii) with respect to Incremental Commitments, any Affiliated Purchaser providing an Incremental Commitment shall be subject to the same restrictions set forth in Section 16.3(d) as they would otherwise be subject to with respect to any sale, assignment or transfer to such Affiliated Purchaser of Notes or Commitments and (iii) neither KGH, Holdings, the Issuer or any of their Subsidiaries may provide Incremental Commitments or purchase Incremental Notes under this Section 2.7.

(d) The effectiveness of any Incremental Amendment, and the Incremental Commitments thereunder, shall be subject to the satisfaction on the applicable date (which shall be no earlier than the date of such Incremental Amendment) specified therein (the “ Incremental Amendment Date ”) of each of the following conditions (such satisfaction to be evidenced by a certificate of the Chief Financial Officer or Controller of the Issuer delivered by the Issuer representing to the same), together with any other conditions set forth in the Incremental Amendment:

in part of the conditions set forth in clauses (a) and (b) (other than with respect to any Event of Default under Section 10.1 or Sections 10.7 or 10.8) of Section 8.3 and in clause (f) of the defined term “Permitted Acquisition”;

(ii) each Incremental Commitment shall be in an aggregate principal amount that is not less than $20,000,000 and shall be in an increment of $1,000,000 ( provided , that such amount may be less than $20,000,000 if such amount represents all remaining availability under the limit set forth in Section 2.7(d)(iv));

(iii) (x) the Issuer shall be in pro forma compliance with the minimum Fixed Charge Coverage Ratio covenant (whether or not in effect) set forth in Section 6.5 hereof measured as of the end of the applicable Pro Forma Testing Period and calculated on a pro forma basis assuming that Indebtedness under the Incremental Notes had been incurred on the first day of such Pro Forma Testing Period and that all regularly scheduled interest and principal payments with respect to such Indebtedness had been paid during such Pro Forma Testing Period, and (y) the Issuer shall have a pro forma Leverage Ratio of not greater than 3.50 to 1.00, measured as of the end of the applicable Pro Forma Testing Period and calculated on a pro forma basis assuming that such Indebtedness under the Incremental Notes had been incurred on the first day of such Pro Forma Testing Period and that all regularly scheduled interest and principal payments with respect to such Indebtedness had been paid during such Pro Forma Testing Period;

(iv) receipt by Agent and the Purchasers of projections showing the projected calculation of the Fixed Charge Coverage Ratio for each four-quarter fiscal period of the Issuer completed over the twelve month period immediately following the Incremental Note Closing Date, such calculation giving pro forma effect to the incurrence of the Incremental Notes on such Incremental Note Closing Date;

(v) together with the Incremental Notes issued under such Incremental Amendment, the aggregate principal amount of Incremental Notes issued since the Closing Date does not exceed $40,000,000 minus the Revolving Credit Incremental Usage Amount; and

(vi) to the extent reasonably requested by the Agent or Required Purchasers, receipt by the Agent and the Purchasers of (A) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date (conformed as appropriate) other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Agent and the Required Purchasers and (B) reaffirmation agreements and/or such amendments to the Note Documents as may be reasonably requested by the Agent or the Required Purchasers in order to ensure that such Incremental Purchasers are provided with the benefit of the applicable Note Documents.

Incremental Notes that are effective prior to the then Latest Maturity Date of the Notes shall not be more restrictive, taken as a whole, than those applicable to the Notes existing on the Incremental Note Closing Date, unless (x) this Agreement is amended (solely with the consent of the Issuer and with no consent required by any Purchaser, the Agent or any other Note Party) to conform to such more restrictive terms and conditions for the benefit of all such existing Notes or (y) such more restrictive terms and conditions are satisfactory to the Required Purchasers; provided that, notwithstanding the foregoing, in the case of a Note Increase, the terms, provisions and documentation of such Note Increase shall be identical (other than with respect to upfront fees, OID or similar fees) to the applicable Class of Notes being increased, in each case, as existing on the Incremental Note Closing Date. In any event the Incremental Notes:

(i) shall rank pari passu in right of payment and security with the existing Notes,

(ii) as of the Incremental Amendment Date, shall not have a final scheduled maturity date earlier than the then Latest Maturity Date,

(iii) as of the Incremental Amendment Date, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the existing Notes,

(iv) shall have an interest rate, and subject to clauses (e)(ii) and (e)(iii) above, amortization determined by the Issuer and the applicable Incremental Purchasers; provided , that the interest rate and amortization for a Note Increase shall be the interest rate and amortization for the Class being increased,

(v) shall have fees determined by the Issuer and the applicable Incremental Purchasers, and

(vi) shall participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments of the Notes hereunder.

(f) the All-In Yield applicable to the Incremental Notes of each Class shall be determined by the Issuer and the applicable Incremental Purchasers and shall be set forth in each applicable Incremental Amendment; provided , however , that the All-In Yield applicable to such Incremental Notes shall not be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to any existing Class of Notes plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the Eurocurrency Rate floor) with respect to such existing Notes is increased so as to cause the then applicable All-In Yield under this Agreement on such existing Notes to equal the All-In Yield then applicable to the Incremental Notes minus 50 basis points; provided , further , that any increase in All-In Yield to any existing Notes due to the application or imposition of a Eurocurrency Rate floor on any Incremental Notes shall be effected solely through an increase in (or implementation of, as applicable) any Eurocurrency Rate floor applicable to such existing Notes.

(g) Commitments in respect of Incremental Notes shall become additional Commitments pursuant to an amendment (an “ Incremental Amendment ”) to this Agreement and, as appropriate, the other Note Documents, executed by the Issuer, each Incremental Purchaser providing such Commitments, and the Agent (at the written direction of the Required Purchasers). The Incremental Amendment may effect such amendments to this Agreement and the other Note Documents as may be necessary or appropriate, in the reasonable opinion of the Required Purchasers and the Issuer, to effect the provisions of this Section 2.7. The Issuer will use the proceeds of the sale of any Incremental Notes for any purpose not prohibited by this Agreement.

2.8. Defaulting Purchasers .

(a) Adjustments . Notwithstanding anything to the contrary contained in this Agreement, if any Purchaser becomes a Defaulting Purchaser, then, until such time as that Purchaser is no longer a Defaulting Purchaser, to the extent permitted by Applicable Law:

(i) Waivers and Amendments . That Defaulting Purchaser’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Section 16.2.

(ii) Reallocation of Payments . Any payment of principal, interest, fees or other amounts received by Agent for the account of that Defaulting Purchaser (whether voluntary or mandatory, at maturity, pursuant to Article X or otherwise), shall be applied at such time or times as follows: first , to the payment of any amounts owing by that Defaulting Purchaser to Agent hereunder; second , as the Issuer may request in writing (so long as no Default or Event of Default has occurred and is continuing), to the purchase of any Note in respect of which that Defaulting Purchaser has failed to purchase as required by this Agreement; third , to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that Defaulting Purchaser to purchase Notes under this Agreement, as certified to the Agent in writing by the Issuer; fourth , so long as no Default or Event of Default has occurred and is continuing, to the payment of any amounts owing to the Issuer as a result of any judgment of a court of competent jurisdiction obtained by the Issuer against that Defaulting Purchaser as a result of that Defaulting Purchaser’s breach of its obligations under this Agreement, as certified to the Agent in writing by the Issuer; and fifth , to that Defaulting Purchaser or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Notes not fully purchased by such Defaulting Purchaser and (y) such Notes were issued at a time when the conditions set forth in Section 8.2 or 8.3, as applicable, were satisfied or waived, such payment shall be applied solely to pay the Notes owed to all non-Defaulting Purchasers on a pro rata basis prior to being applied to the payment of any Notes of such Defaulting Purchaser, as certified to the Agent in writing by the Issuer. Any payments, prepayments or other amounts paid or payable to a Defaulting Purchaser that are applied (or held) to pay amounts owed by a Defaulting Purchaser shall be deemed paid to and redirected by that Defaulting Purchaser, and each Purchaser irrevocably consents hereto.

(iii) Certain Fees . That Defaulting Purchaser shall not be entitled to receive any fee pursuant to Sections 3.2(d) for any period during which that Purchaser is a Defaulting Purchaser (and the Issuer shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Purchaser).

(b) Defaulting Purchaser Cure. If the Required Purchasers determine that a Defaulting Purchaser should no longer be deemed to be a Defaulting Purchaser, the Required Purchasers will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein, that Purchaser will, to the extent applicable, purchase that portion of outstanding Notes of the other Purchasers or take such other actions as may be necessary to cause the applicable Notes (whether the initial Term Notes, any Delayed Draw Notes or any Class of Incremental Notes) to be held on a pro rata basis by the Purchasers in accordance with their pro rata share, whereupon that Purchaser will cease to be a Defaulting Purchaser; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Issuer while that Purchaser was a Defaulting Purchaser; and provided , further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Purchaser to Purchaser will constitute a waiver or release of any claim of any party hereunder arising from that Purchaser’s having been a Defaulting Purchaser.

III.	INTEREST; FEES; PAYMENTS GENERALLY; TAXES.

3.1. Interest .

(a) Interest shall be payable on the outstanding principal amount of the Notes at a rate per annum (the “ Contract Rate ”) equal to (i) with respect to the Term Notes and the Delayed Draw Notes, the Eurodollar Rate plus the Applicable Rate and (ii) with respect to any Incremental Notes, the rate per annum specified in the applicable Incremental Amendment, in each case payable quarterly in cash.

(b) Interest on the Notes shall accrue daily and shall be payable on (A) each Interest Payment Date (commencing on September 30, 2014) in arrears; (B) the date of any prepayment in accordance with Section 2.4 or Section 2.5 (but only with respect to the principal amount of the Notes then prepaid) and (C) on the maturity of the applicable Notes, whether by acceleration or otherwise.

(c) Upon and after the occurrence of an Event of Default relating to or specified in Section 10.1 or Section 10.7, and during the continuation thereof, the Issuer shall pay, in cash on demand from time to time, interest at a rate per annum equal to two percent (2.0%) above the Contract Rate (as applicable, the “ Default Rate ”) on (1) the overdue outstanding principal amount of the Notes and (2) any overdue interest thereon, and any other overdue fees and expenses reimbursable hereunder and other overdue Obligations under the Note Documents. For the avoidance of doubt, such Default Rate shall accrue after the filing of any petition under any Debtor Relief Law or the commencement of any proceeding or action under any Debtor Relief Law, whether or not a claim for post-filing or post-petition interest is allowed in any such proceeding or action.

3.2. Fees .

(a) On the Closing Date, the Issuer will pay to each Purchaser, for such Purchaser’s (or its designee’s) own account, a fully earned, non-refundable fee equal to 2.0% of the Term Notes purchased by such Purchaser on the Closing Date, which fee shall be paid in cash on the Closing Date by the Issuer.

(b) On the Closing Date, the Issuer will pay to each Purchaser, for such Purchaser’s (or its designee’s) own account, a fully earned, non-refundable fee equal to 2.0% of the aggregated Delayed Draw Commitments held by such Purchaser on the Closing Date, which fee shall be paid in cash on the Closing Date by the Issuer.

(c) The Issuer shall pay to Agent, for Agent’s own account, such fees as the Issuer and Agent may mutually agree upon from time to time for Agent’s services hereunder, including such fees as the Issuer and Agent may agree upon in the Agent Fee Letter.

(d) The Issuer agrees to pay to each Purchaser, for such Purchaser’s (or its designee’s) own account, a fully earned, non-refundable fee equal to 2.0% per annum times the average daily unused amount of the aggregate Delayed Draw Commitment of such Purchaser. The fee set forth in this clause (d) shall accrue at all times from the Closing Date until the one year anniversary of the Closing Date and shall be due and payable in cash quarterly in arrears on the last Business Day of each of March, June, September and December and on the one year anniversary of the Closing Date.

3.3. [RESERVED] .

3.4. Computation of Interest and Fees . Interest and fees hereunder shall be computed on the basis of a year of 360 days and for the actual number of days elapsed. If any payment to be made hereunder becomes due and payable on a day other than a Business Day, the due date thereof shall be extended to the next succeeding Business Day and interest thereon shall be payable at the applicable Contract Rate during such extension.

3.5. Maximum Charges . In no event whatsoever shall interest and other charges charged hereunder exceed the highest rate permissible under law. In the event interest and other charges as computed hereunder would otherwise exceed the highest rate permitted under law, such excess amount shall be first applied ratably to any unpaid principal balance of the Notes owed by the Issuer, and if the then remaining excess amount is greater than the previously unpaid principal balance, Purchasers shall promptly refund such excess amount to the Issuer and the provisions hereof shall be deemed amended to provide for such permissible rate.

3.6. [RESERVED] .

3.7. [RESERVED] .

3.8. Payments Generally.

(a) Except as provided in Section 3.9 and Section 3.10, all payments of principal of or interest on the Notes, and of all fees, shall be made by the Issuer to Agent for the

ratable benefit of the Purchasers, without setoff, recoupment or counterclaim and in immediately available funds not later than 1:00 P.M., New York time on the date due, and funds received after that hour shall be deemed to have been received by Agent on the following Business Day. Each repayment and prepayment of the Notes pursuant to Article II and all other payments of principal and interest shall be made on a pro rata basis, calculated by the Issuer, who shall provide written notice of such calculations to Agent, with respect to any Purchaser, as a percentage (carried out to the ninth decimal place) determined by dividing the aggregate amount of outstanding Notes held by such Purchaser by the aggregate amount of all outstanding Notes of all Purchasers; provided , that , in connection with any Incremental Notes with a rate of interest per annum different than the rate of interest per annum of other Notes, such pro rata calculation may be modified in the applicable Incremental Amendment under which such Incremental Notes were issued. Agent shall distribute any such payments received by it for the account of any Purchaser to such Purchaser (or its designee) promptly following receipt thereof.

(b) If any payment to be made to Agent for the benefit of a Purchaser shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.

3.9. Gross Up for Taxes . If any Note Party shall be required by Applicable Law to withhold or deduct any taxes from or in respect of any sum payable under this Agreement or any of the other Note Documents to Agent, or any Purchaser, assignee of any Purchaser, or Participant (each, individually, a “ Payee ” and collectively, the “ Payees ”), (a) the sum payable to such Payee or Payees, as the case may be, shall be increased as may be necessary so that, after making all required withholding or deductions, the applicable Payee or Payees receives an amount equal to the sum it would have received had no such withholding or deductions been made (the “ Gross-Up Payment ”), (b) such Note Party shall make such withholding or deductions, and (c) such Note Party shall pay the full amount withheld or deducted to the relevant taxation authority or other authority in accordance with Applicable Law. Notwithstanding the foregoing, no Note Party shall be obligated to make any portion of the Gross-Up Payment to the extent that (i) such taxes are U.S. Federal taxes and the obligation to withhold or deduct such taxes existed on the date such Payee became a party to this Agreement or received its interest hereunder or, with respect to payments to a new office for booking the Notes hereunder of such Payee, the date such Payee designated such new office with respect to the Notes hereunder; provided , however , that this clause (i) shall not apply to the extent the Gross-Up Payment any Payee, or any Payee acting through a new office, would be entitled to receive (without regard to this clause (i)) does not exceed the Gross-Up Payment that the person making the transfer or selling the participation, or the Payee making the designation of such new office, would have been entitled to receive in the absence of such transfer, participation or designation, (ii) to the extent that the obligation to pay such Gross-Up Payment would not have arisen but for a failure of such Payee to comply with Section 3.10 hereof, (iii) that is attributable to taxes imposed under FATCA (or any amendment thereto or successor version thereof that is substantively comparable to FATCA and with respect to which compliance is not materially more onerous), or (iv) that are taxes imposed on or measured by net income (however denominated), franchise taxes, or branch profits taxes imposed as a result of such Payee being organized under the laws of, or having its principal office or lending office located in the jurisdiction imposing such tax or as a result of any present or former connection between such

Payee and the jurisdiction imposing such tax (other than a connection arising from such Payee having executed, delivered, become a party to, performed its obligations under, received payments under, perfected a security interest under or enforced any Note Document, or sold or assigned an interest in any Note Document).

3.10. Withholding Tax Exemption .

(a) (i) Each Payee agrees that it will deliver to Issuer two (2) duly completed appropriate valid Withholding Certificates (as defined under §1.1441-1(c)(16) of the Income Tax Regulations (“Regulations”)) certifying its status (i.e., U.S. or foreign person) and, if appropriate, making a claim of reduced, or exemption from, U.S. withholding tax on the basis of an income tax treaty or an exemption provided by the Code. The term “Withholding Certificate” means a Form W-9; a Form W-8BEN; a Form W-8BEN-E; a Form W-8ECI; a Form W-8IMY and the related statements and certifications as required under §1.1441-1(e)(2) and/or (3) of the Regulations; a statement described in §1.871-14(c)(2)(v) of the Regulations; or any other certificates under the Code or Regulations that certify or establish the status of a payee or beneficial owner as a U.S. or foreign person.

(b) If a payment made to a Payee under this Agreement would be subject to U.S. Federal withholding tax imposed by FATCA if such Payee were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Payee shall deliver to the Issuer at the time or times prescribed by law and at such time or times reasonably requested by the Issuer, such documentation prescribed by Applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Issuer as may be necessary for the Issuer to comply with its obligations under FATCA, to determine that such Payee has or has not complied with its obligations under FATCA and, as necessary, to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 3.10(b), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

(c) Each Payee required to deliver to Issuer a valid Withholding Certificate pursuant to Section 3.10(a)(i) hereof shall deliver such valid Withholding Certificate as follows: (i) each Payee which is a party hereto on the Closing Date shall deliver such valid Withholding Certificate at least five (5) Business Days prior to the first date on which any interest or fees are payable by any Note Party hereunder for the account of such Payee; (ii) each Payee who becomes a party to this Agreement by way of an assignment or participation shall deliver such valid Withholding Certificate at least five (5) Business Days before the effective date of such applicable assignment or participation (unless the Issuer permits such Payee to deliver such valid Withholding Certificate less than five (5) Business Days before such date in which case it shall be due on the date specified by such parties) and (iii) each Payee who designates a new office for booking the Notes hereunder shall deliver such valid Withholding Certificate at least five (5) Business Days before the effective date of the designation of such new office (unless the Issuer shall permit such Payee to deliver such valid Withholding Certificate less than five (5) Business Days before such date in which case it shall be due on the date specified by such parties). Each Payee which so delivers a valid Withholding Certificate further undertakes to deliver to Issuer two (2) additional copies of such Withholding Certificate (or a successor form) on or before the

date that such Withholding Certificate expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent Withholding Certificate so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Issuer.

IV.	COLLATERAL: GENERAL TERMS

4.1. Security Interest in the Collateral . To secure the prompt payment and performance to Agent and each Purchaser of the Obligations, each Note Party hereby pledges and grants to Agent for its benefit and for the ratable benefit of each Purchaser a continuing security interest in and to and Lien on all of its Collateral, whether now owned or existing or hereafter acquired or arising and wheresoever located. Each Note Party shall mark its books and records as may be necessary or appropriate to evidence, protect and perfect Agent’s security interest and shall cause its financial statements to reflect such security interest. Each Note Party shall promptly provide Agent with written notice of all commercial tort claims with a claim exceeding $500,000, such notice to contain the case title together with the applicable court and a brief description of the claim(s). Upon delivery of each such notice, such Note Party shall be deemed to hereby grant to Agent a security interest and lien in and to such commercial tort claims and all proceeds thereof.

4.2. Perfection of Security Interest . Each Note Party shall take all action that is reasonably necessary, or that Agent or the Required Purchasers may reasonably request, to maintain at all times the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) using commercially reasonable efforts to obtain Lien Waiver Agreements upon the reasonable request of Agent or the Required Purchasers, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent or the Required Purchasers may specify, and stamping or marking, in such manner as Agent or the Required Purchasers may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral with a value exceeding $500,000, (iv) using commercially reasonable efforts to enter into warehousing and other custodial arrangements reasonably satisfactory to Agent and the Required Purchasers upon the reasonable request of Agent or the Required Purchasers, and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance reasonably satisfactory to Agent and the Required Purchasers, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code or other Applicable Law. By its signature hereto, each Note Party hereby authorizes Agent to file against such Note Party, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance satisfactory to the Required Purchasers (which statements may have a description of collateral which is broader than that set forth herein). Each Note Party authorizes Agent at any time and from time to time to file, one or more financing or continuation statements and amendments thereto, relating to the Collateral (including, without limitation, any such financing statements that describe the Collateral as “all assets” or “all personal property” (or words of similar effect) or that describe or identify the Collateral by type or in any other manner as the Required Purchasers may agree). All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto, shall be paid to Agent immediately upon demand.

4.3. Disposition of Collateral . Each Note Party will safeguard and protect all Collateral for Agent’s general account and make no disposition thereof whether by sale, lease or otherwise except to the extent permitted pursuant to Section 7.1(b). Notwithstanding anything contained in this Agreement to the contrary, in no event shall Agent be obligated to execute or deliver any document evidencing any release or re-conveyance of Collateral without receipt of a certificate executed by the Chief Financial Officer or Controller of the Issuer certifying that such release complies with this Agreement and the other Note Documents, and that all conditions precedent to such release or re-conveyance have been complied with.

4.4. Preservation of Collateral . Following the occurrence and during the continuance of an Event of Default, in addition to the rights and remedies set forth in Section 11.1 hereof, Agent: (a) may at any time take such steps as may be reasonably necessary to protect Agent’s interest in and to preserve the Collateral, including the hiring of such security guards or the placing of other security protection measures; (b) may employ and maintain at any of any Note Party’s premises a custodian who shall have full authority to do all acts reasonably necessary to protect Agent’s interests in the Collateral; (c) may lease warehouse facilities to which Agent may move all or part of the Collateral; (d) may use any Note Party’s owned or leased lifts, hoists, trucks and other facilities or equipment for handling or removing the Collateral; and (e) shall have, and is hereby granted, a right of ingress and egress to the places where the Collateral is located, and may proceed over and through any of the Note Parties’ owned or leased property. Each Note Party shall cooperate fully with all of Agent’s efforts to preserve the Collateral and will take such actions to preserve the Collateral as Agent may reasonably direct. All of Agent’s actual, reasonable expenses of preserving the Collateral, including any expenses relating to the bonding of a custodian, shall be charged to the Issuer.

4.5. Ownership of Collateral .

(a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s security interest: (i) each Note Party shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of its respective Collateral (other than, so long as the Revolving Credit Facility shall not have been terminated, the Revolving Credit Priority Collateral, in which each Note Party shall be able to grant a second priority security interest) to Agent; and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens and encumbrances whatsoever; and (ii) Equipment and Inventory owned by the Note Parties with a fair market value in excess of $250,000 shall be located as set forth on Schedule 4.5 (as such Schedule may be amended and updated from time to time pursuant to clause (c) of this Section 4.5) and shall not be removed from such location(s) without the prior written consent of Agent except (A) with respect to the sale of Inventory in the Ordinary Course of Business and dispositions of Equipment and other assets to the extent permitted in Section 7.1(b) hereof, (B) in connection with the providing of services to Customers; (C) with respect to Equipment and Inventory in transit from one such location to another such location; and (D) with respect to Equipment and Inventory out for repair in the Ordinary Course of Business.

(b) (i) There is no location at which the Note Parties have any Inventory with a fair market value exceeding $250,000 (except for (A) Inventory temporarily stored at third party locations in connection with the providing of services to Customers and (B) Inventory in transit) other than those locations listed on Schedule 4.5; (ii) Schedule 4.5 hereto contains a correct and complete list, as of the Closing Date, of the legal names and addresses of each warehouse at which Inventory of the Note Parties is stored with a fair market value exceeding $250,000; none of the receipts received by any Note Party from any warehouse states that the goods covered thereby are to be delivered to bearer or to the order of a named Person or to a named Person and such named Person’s assigns; (iii) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of (A) each place of business of each Note Party and (B) the chief executive office of each Note Party; and (iv) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of the location, by state and street address, of all Real Property owned or leased by each Note Party, together with the names and addresses of any landlords.

(c) Subject to providing at least three (3) Business Days’ prior written notice, together with the provision of an update to Schedule 4.5 to reflect such changes and compliance with Section 4.2, the Note Parties may store Equipment or Inventory with a fair market value in excess of $250,000 at a new owned or leased location; provided , that such notice and update to Schedule 4.5 shall reflect whether such new location is owned or leased.

4.6. Defense of Agent ’ s and Purchasers ’ Interests . Until (a) payment and performance in full of all of the Obligations and (b) termination of this Agreement, Agent’s interests in the Collateral shall continue in full force and effect. During such period no Note Party shall, without Agent’s or the Required Purchasers’ prior written consent (with the Agent’s consent to be given pursuant to the written direction of the Required Purchasers), pledge, sell, assign, transfer, create or suffer to exist a Lien upon or encumber or allow or suffer to be encumbered in any way except for Permitted Encumbrances and to the extent permitted by this Agreement, any part of the Collateral. Each Note Party shall defend Agent’s interests in the Collateral with a fair market value of $500,000 or greater against any and all Persons whatsoever except with respect to Permitted Encumbrances. At any time following acceleration of the Obligations in accordance with Section 11.1, Agent shall have the right to take possession of the indicia of the Collateral and the Collateral in whatever physical form contained, including: labels, stationery, documents, instruments and advertising materials. If Agent exercises this right to take possession of the Collateral, the Note Parties shall, upon demand, assemble it in the best manner possible and make it available to Agent at a place reasonably convenient to Agent. In addition, with respect to all Collateral, Agent and the Purchasers shall be entitled to all of the rights and remedies set forth herein and further provided by the Uniform Commercial Code or other Applicable Law. At any time following acceleration of the Obligations in accordance with Section 11.1, each Note Party shall, upon Agent’s or the Required Purchasers’ written request, and Agent may, at its option, instruct all suppliers, carriers, forwarders, warehousers or others receiving or holding cash, checks, Inventory, documents or instruments in which Agent holds a security interest to deliver same to Agent and/or subject to Agent’s order and if they shall come into any Note Party’s possession, they, and each of them, shall be held by such Note Party in trust as Agent’s trustee, and such Note Party will immediately deliver them to Agent in their original form together with any necessary endorsement.

4.7. Books and Records . Each Note Party shall (a) keep proper books of record and account in which full, true and correct entries will be made of all dealings or transactions of or in relation to its business and affairs; (b) set up on its books accruals with respect to all taxes, assessments, charges, levies and claims; and (c) on a reasonably current basis set up on its books, from its earnings, allowances against doubtful Receivables, advances and investments and all other proper accruals (including by reason of enumeration, accruals for premiums, if any, due on required payments and accruals for depreciation, obsolescence, or amortization of properties), which should be set aside from such earnings in connection with its business. All determinations pursuant to this subsection shall be made in accordance with, or as required by, GAAP consistently applied in the opinion of such independent public accountant as shall then be regularly engaged by the Note Parties.

4.8. Financial Disclosure . Each Note Party hereby irrevocably authorizes and directs all accountants and auditors employed by such Note Party at any time to exhibit and deliver to Agent and each Purchaser copies of any of such Note Party’s and the Restricted Subsidiaries’ financial statements, trial balances or other accounting records of any sort in the accountant’s or auditor’s possession, and to disclose to Agent and each Purchaser any information such accountants may have concerning such Note Party’s and the Restricted Subsidiaries’ financial status and business operations, other than any disclosure of information (x) material to Issuer’s and its Restricted Subsidiaries’ business if such disclosure would result in the loss of the applicable accountant-client privilege (if any) or (y) which disclosure would violate in any material respect confidentiality obligations owing to a third party.

4.9. Compliance with Laws . Each of Holdings, the Issuer and the Restricted Subsidiaries shall comply with all Applicable Laws with respect to such Person’s assets or to the operation of such Person’s business the non-compliance with which would reasonably be expected to have a Material Adverse Effect.

4.10. Inspection of Premises . At all reasonable times Agent and each Purchaser shall have full access to and the right to audit, check, inspect and make abstracts and copies from each of Holding’s, Issuer’s and its Restricted Subsidiaries’ books, records, audits, correspondence and all other papers relating to the Collateral and the operation of each such Person’s business (other than any information protected by attorney-client privilege or the disclosure of which would violate confidentiality obligations owed to third parties), provided that, Agent and Purchasers shall use commercially reasonable efforts to minimize any disruption to the normal business operations of such Person resulting from such access and activities. To the extent such access does not disrupt the normal business operations of Holdings, the Issuer and its Restricted Subsidiaries, Agent, any Purchaser and their agents may enter (upon prior written notice and at its own expense in the absence of a continuing Event of Default) upon any premises of any such Person at any time during business hours and at any other reasonable time, and from time to time, for the purpose of inspecting the Collateral and any and all records pertaining thereto and the operation of such Person’s business.

business interruption) under policies issued by financially sound and reputable insurance companies; (b) maintain a bond in such amounts as is customary in the case of companies engaged in businesses similar to such Person insuring against larceny, embezzlement or other criminal misappropriation of insured’s officers and employees; (c) maintain all such worker’s compensation or similar insurance as may be required under the laws of any state or jurisdiction in which such Person is engaged in business; (d) maintain public liability insurance against claims for personal injury, death or property damage suffered by others and other similar hazards (including any such liability insurance required to be maintained by the Note Parties and Restricted Subsidiaries under the terms of Material Contracts) for such amounts, as is customary in the case of companies engaged in businesses similar to such Person’s under policies issued by financially sound and reputable insurance companies , (e) maintain insurance against risks under Environmental Laws and with respect to Hazardous Discharges and Releases and others similar hazards, and for such amounts, as is customary in the case of companies engaged in businesses similar to such Person’s under policies issued by financially sound and reputable insurance companies; and (f)(i) furnish Agent and the Purchasers with copies of all policies and evidence of the maintenance of such policies at Agent’s or the Required Purchasers’ request, and (ii) furnish Agent and the Purchasers with appropriate loss payable endorsements in form and substance reasonably satisfactory to the Required Purchasers, naming lender loss payee and additional insured as its interests may appear with respect to all insurance coverage referred to in clause (a) and (e) above. Each of the Issuer and its Restricted Subsidiaries at all times shall maintain the assets and Real Property of such Note Party so that such insurance shall remain in full force and effect. Each Note Party shall bear the full risk of any loss of any nature whatsoever with respect to the Collateral.

4.12. Failure to Pay Insurance . If either the Issuer or any Restricted Subsidiary fails to obtain insurance as hereinabove provided, or to keep the same in force, Agent, if the Agent or the Required Purchasers so elect, may obtain such insurance and pay the premium therefor on behalf of such Restricted Subsidiary, and charge the Issuer therefor, and such expenses so paid shall be part of the Obligations.

4.13. Payment of Taxes . Each of the Issuer and its Restricted Subsidiaries will pay, when due, all material taxes, assessments and other Charges lawfully levied or assessed upon such Person or, in the case of a Note Party, any of the Collateral, including real and personal property taxes, assessments and charges and all franchise, income, employment, social security benefits, withholding, and sales taxes, except in each case, to the extent the same has been Properly Contested. If any such taxes, assessments, or other Charges remain unpaid after the date fixed for their payment, or if any claim shall be made which, in Agent’s or any Purchaser’s opinion, may possibly create a valid Lien on the Collateral, the Purchasers may without notice to the Issuer pay the taxes, assessments or other Charges and the Issuer hereby indemnifies and holds Agent and each Purchaser harmless in respect thereof. Unless an Event of Default shall have occurred and remain continuing the Purchasers shall not pay any taxes, assessments on Charges to the extent that the Issuer or any Restricted Subsidiary has Properly Contested such taxes, assessments or Charges. The amount of any payment by the Purchasers under this Section 4.13 shall be added to the Obligations and, until the Issuer shall furnish the Purchasers with an indemnity therefor (or supply the Purchasers with evidence satisfactory to the Required Purchasers that due provision for the payment thereof has been made), the Purchasers may hold without interest any balance standing to the Issuer’s credit and Agent shall retain its security interest in and Lien on any and all Collateral held by Agent for the benefit of the Purchasers.

4.14. Vehicles . Within the time specified in Section 6.14 and, with respect to any Vehicles constituting Collateral acquired by such Note Party subsequent to the date hereof, within 30 days after the date of acquisition thereof (or longer if agreed to by the Required Purchasers), all applications for certificates of title/ownership indicating Agent’s first priority security interest in the Vehicle covered by such certificate, and any other necessary documentation, shall be filed in each office in each jurisdiction which Agent or the Required Purchasers shall deem advisable to perfect Agent’s security interests in the Vehicles.

4.15. Receivables .

(a) Nature of Receivables . Each of the material Receivables shall be a bona fide and valid account representing a bona fide indebtedness incurred by the Customer therein named, for a fixed sum as set forth in the invoice relating thereto (provided immaterial or unintentional invoice errors shall not be deemed to be a breach hereof) with respect to an absolute sale or lease and delivery of goods upon stated terms of a Note Party, or work, labor or services theretofore rendered by a Note Party as of the date each Receivable is created.

(b) [RESERVED ].

(c) Location of Note Parties . As of the Closing Date, each Note Party’s chief executive office is located at the location set forth in Schedule 4.5 with respect to such Note Party. Until written notice is given to Agent and the Purchasers by Issuer of any other office at which any Note Party keeps its records pertaining to Receivables, all such records shall be kept at such executive office.

(d) [ RESERVED ].

(e) Notification of Assignment of Receivables . Subject to the Intercreditor Agreement, at any time following the occurrence and during the continuance of an Event of Default, Agent shall have the right to send notice of the assignment of, and Agent’s security interest in and Lien on, the Receivables to any and all Customers or any third party holding or otherwise concerned with any of the Collateral. At any time after the occurrence and during the continuance of an Event of Default, Agent shall have the sole right to collect the Receivables, take possession of the Collateral, or both. Agent’s actual collection expenses, including, but not limited to, stationery and postage, telephone and telegraph, secretarial and clerical expenses and the salaries of any collection personnel used for collection, may be charged to the Issuer and added to the Obligations.

occurrence and during the continuance of an Event of Default (A) to endorse such Note Party’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (B) to sign such Note Party’s name on any invoice or bill of lading relating to any of the Receivables, drafts against Customers, assignments and verifications of Receivables; (C) to send verifications of Receivables to any Customer; (D) to sign such Note Party’s name on all financing statements or any other documents or instruments which may be necessary or appropriate to preserve, protect, or perfect Agent’s interest in the Collateral and to file same; and (E) to receive, open and dispose of all mail addressed to any Note Party; (F) to demand payment of the Receivables; (G) to enforce payment of the Receivables by legal proceedings or otherwise; (H) to exercise all of such Note Party’s rights and remedies with respect to the collection of the Receivables and any other Collateral; (I) to settle, adjust, compromise, extend or renew the Receivables; (J) to settle, adjust or compromise any legal proceedings brought to collect Receivables; (K) to prepare, file and sign such Note Party’s name on a proof of claim in bankruptcy or similar document against any Customer; (L) to prepare, file and sign such Note Party’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; and (M) to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done with gross (not mere) negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment); this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Agent shall have the right at any time following the occurrence and during the continuance of an Event of Default to change the address for delivery of mail addressed to any Note Party.

(g) No Liability . Neither Agent nor any Purchaser shall, under any circumstances or in any event whatsoever, have any liability for any error or omission or delay of any kind occurring in the settlement, collection or payment of any of the Receivables or any instrument received in payment thereof, or for any damage resulting therefrom other than as a result of Agent’s or such Purchaser’s gross negligence or willful misconduct. Following the occurrence and during the continuance of an Event of Default, Agent may, without notice or consent from any Note Party, sue upon or otherwise collect, extend the time of payment of, compromise or settle for cash, credit or upon any terms any of the Receivables or any other securities, instruments or insurance applicable thereto and/or release any obligor thereof. Agent is authorized and empowered to accept following the occurrence and during the continuance of an Event of Default the return of the goods represented by any of the Receivables, without notice to or consent by any Note Party, all without discharging or in any way affecting any Note Party’s liability hereunder.

(h) [ RESERVED ].

(i) Deposit Accounts, Securities Accounts and Investment Accounts .

securities accounts or investment accounts). No Note Party shall open any new deposit account, securities account or investment account unless such account is to be maintained with the Agent or with a bank, depository institution or securities intermediary that is not the Agent, provided however, that in connection with any account not maintained with the Agent, such bank, depository institution or securities intermediary, each applicable Note Party and Agent shall first have entered into an account control agreement in form and substance reasonably satisfactory to Agent and the Required Purchasers sufficient to give Agent “control” (for purposes of Articles 8 and 9 of the Uniform Commercial Code) over such account; provided further, that notwithstanding anything to the contrary provided for in this Agreement, the Note Parties need not comply with the foregoing requirements of this Section 4.15(i) with respect to (1) any deposit accounts in which the total amount of funds on deposit therein or credited thereto do not exceed at any one time either $100,000 as to any one such deposit account or $250,000 as to all such deposit accounts taken together or (2) any deposit accounts used exclusively for trust, payroll, payroll tax or petty cash purposes or employee wage or welfare benefit payments so long as the Note Parties shall not maintain funds on deposit therein or credited thereto at any time in excess of the amounts necessary to fund such trust, payroll, payroll tax or petty cash obligations and any related payroll processing expenses routinely paid from such accounts on a current basis.

(ii) Notwithstanding anything to the contrary, proceeds of the Collateral (whether by way of disposition or otherwise) shall, to the extent not constituting Revolving Credit Priority Collateral, be deposited in an account maintained with the Agent or with a bank, depository institution or securities intermediary, subject to an account control agreement in form and substance reasonably satisfactory to the Agent and the Required Purchasers sufficient to give Agent “control” (for purposes of Article 8 and 9 of the Uniform Commercial Code) over such account and subject to no other Liens other than Liens created under any Note Document in favor of the Agent for the benefit of the Purchasers and non-consensual Liens constituting Permitted Encumbrances (such account, the “ Term Priority Collateral Account ”).

(j) Adjustments . Except as permitted pursuant to Section 7.1(b)(vi), no Note Party will, without Agent’s or the Required Purchasers’ consent, compromise or adjust any Receivables (or extend the time for payment thereof) or accept any returns of merchandise or grant any additional material discounts, allowances or credits thereon except for those compromises, adjustments, returns, discounts, credits and allowances as have been heretofore customary in the Ordinary Course of Business of such Note Party.

4.16. Inventory . To the extent Inventory held for sale or lease has been produced by any Note Party, it has been and will be produced by such Note Party in accordance with the Federal Fair Labor Standards Act of 1938, as amended, and all rules, regulations and orders thereunder.

4.17. Maintenance of Equipment . The Equipment shall be maintained in good operating condition and repair (reasonable wear and tear and casualty excepted) and all necessary replacements of and repairs thereto shall be made so that the value and operating efficiency of the Equipment shall be maintained and preserved in all material respects. No Note Party shall use or operate the Equipment in violation of any material law, statute, ordinance, code, rule or regulation. Each Note Party shall have the right to sell Equipment to the extent set forth in Section 7.1(b) hereof.

4.18. Exculpation of Liability . Nothing herein contained shall be construed to constitute Agent or any Purchaser as any Note Party’s agent for any purpose whatsoever, nor shall Agent or any Purchaser be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof, except to the extent caused by the gross negligence or willful misconduct of Agent or of such Purchaser. Neither Agent nor any Purchaser, whether by anything herein or in any assignment or otherwise, assumes any of any Note Party’s obligations under any contract or agreement assigned to Agent or such Purchaser, and neither Agent nor any Purchaser shall be responsible in any way for the performance by any Note Party of any of the terms and conditions thereof.

4.19. Environmental Matters .

(a) Holdings, the Issuer and its Restricted Subsidiaries shall ensure that the Real Property and all operations and businesses conducted thereon, and all operations and business conducted by Holdings, the Issuer and the Restricted Subsidiary on real property owned or operated by Customers (“ Customer Real Properties”) , remain in material compliance with all Environmental Laws, and they shall not place or permit to be placed any Hazardous Substances on or at any Real Property or any Customer Real Property except as permitted by Applicable Law or appropriate governmental authorities.

(b) Holdings, the Issuer and its Restricted Subsidiaries shall establish and maintain a system to assure and monitor continued compliance of such Persons’ operations and businesses with all applicable Environmental Laws, which system shall include periodic reviews of such compliance.

(d) In the event any of Holdings, the Issuer or any Restricted Subsidiary obtains, gives or receives written notice of any Release or written threat of Release of a reportable quantity of any Hazardous Substances at the Real Property or any Customer Real Property that could reasonably be expected to result in a Material Adverse Effect (any such event being hereinafter referred to as a “ Hazardous Discharge ”) or receives any written notice of violation, request for information or written notification that it is potentially responsible for investigation or cleanup of environmental conditions at the Real Property or any Customer Real Property, or written demand letter, complaint, order, citation, or other written notice with regard to any Hazardous Discharge or violation of Environmental Laws affecting the Real Property or any such Person’s interest therein, or any Customer Real Property, that could reasonably be expected to result in a Material Adverse Effect (any of the foregoing is referred to herein as an “ Environmental Complaint ”) from any Governmental Body responsible in whole or in part for environmental matters in the state in which the Real Property or Customer Real Property is located or the United States Environmental Protection Agency (any such person or entity hereinafter the “ Authority ”), then Issuer shall, within ten (10) Business Days of such notification, give written notice of same to Agent and the Purchasers detailing facts and circumstances of

which any of Holdings, the Issuer or any of its Restricted Subsidiaries is aware giving rise to the Hazardous Discharge or Environmental Complaint. Such information is to be provided to allow Agent to protect its security interest in and Lien on the Real Property and the Collateral and is not intended to create nor shall it create any obligation upon Agent or any Purchaser with respect thereto.

(e) Issuer shall promptly forward to Agent and the Purchasers copies of any written request for information, notification of potential liability, or demand letter from Governmental Bodies relating to potential responsibility with respect to the investigation or cleanup of Hazardous Substances at any other site owned, operated or used by any of Holdings, the Issuer or its Restricted Subsidiaries for the disposal of Hazardous Substances (including sites to which such Persons have arranged for the transport and disposal of Hazardous Substances) and shall continue to forward copies of correspondence and other non-privileged documents reasonably requested by Agent or the Required Purchasers to Agent and the Purchasers until such matter is settled. Issuer shall promptly forward to Agent and the Purchasers copies of all documents and reports concerning a Hazardous Discharge that is reasonably expected to have a Material Adverse Effect at the Real Property, any Customer Real Property, or any such third-party disposal sites that any of Holdings, the Issuer or any of its Restricted Subsidiaries is required to file under any Environmental Laws. Such information is to be provided solely to allow Agent to protect Agent’s security interest in and Lien on the Real Property and the Collateral.

(f) Holdings, the Issuer and its Restricted Subsidiaries shall respond promptly to any Hazardous Discharge or Environmental Complaint and take all Remedial Actions required by Environmental Law or the Authority in order to safeguard the health of any Person and to avoid subjecting the Collateral or Real Property to any Lien. If any such Person shall fail to respond promptly to any Hazardous Discharge as required by Environmental Law or the Authority, which such failure would reasonably be expected to have a Material Adverse Effect, Agent on behalf of Purchasers may, but without the obligation to do so, for the sole purpose of protecting Agent’s interest in the Collateral, enter onto the Real Property (or authorize third parties to enter onto the Real Property) and take such Remedial Actions required by Environmental Law or the Authority with respect to any such Hazardous Discharge. All reasonable costs and expenses incurred by Agent and Purchasers (or such third parties) in the exercise of any such rights, including any sums paid in connection with any judicial or administrative investigation or proceedings, fines and penalties, together with interest thereon from the date expended at the Default Rate shall be paid upon demand by the Issuer, and until paid shall be added to and become a part of the Obligations secured by the Liens created by the terms of this Agreement or any other agreement between Agent, any Purchaser and any Note Party.

owned by Holdings, the Issuer or any of its Restricted Subsidiaries, to be prepared by a nationally recognized environmental consulting or engineering firm, to assess such Hazardous Discharge or non-compliance with Environmental Laws; provided , however, that any environmental site assessment, environmental compliance audit or similar report acceptable to an appropriate Authority that is charged to oversee any Remedial Action related to such Hazardous Discharge or failure to comply with Environmental Laws shall be deemed acceptable to Agent and the Required Purchasers.

(h) The Note Parties shall defend and indemnify Agent and Purchasers and hold Agent, Purchasers and their respective employees, agents, directors and officers harmless from and against all loss, liability, damage and expense, claims, costs, fines and penalties, including attorney’s fees, suffered or incurred by Agent or Purchasers under or on account of any Environmental Laws, including the assertion of any Lien thereunder, with respect to any Hazardous Discharge or the presence of any Hazardous Substances affecting the Real Property or any Customer Real Property whether or not the same originates or emerges from the Real Property or any contiguous real estate, except to the extent such loss, liability, damage and expense is attributable to any Hazardous Discharge or presence of Hazardous Substances resulting from actions on the part of Agent, the Purchasers or their respective employees, agents, directors or officers as provided for in this Agreement. The Note Parties’ respective obligations under this Section 4.19 shall arise upon the discovery of the presence of any such Hazardous Substances or Hazardous Discharge, whether or not any federal, state, or local environmental agency has taken or threatened any action in connection with the presence of any such Hazardous Substances or Hazardous Discharge. The Note Parties’ obligation and the indemnifications hereunder shall survive until payment in full of the Obligations and termination of this Agreement.

4.20. Financing Statements . Except for financing statements filed by or on behalf of Agent and financing statements filed by the agent under the Revolving Facility related to Revolving Credit Priority Collateral, as of the Closing Date, there are no effective financing statements covering any of the Collateral or any proceeds thereof on file in any applicable jurisdiction.

4.21. [RESERVED]

4.22. Mortgages Within the time specified in Section 6.14 and, with respect to any Material Real Property acquired by such Note Party subsequent to the Closing Date, within ninety (90) days after the date of acquisition thereof (or longer if agreed to by the Required Purchasers), the Agent and the Purchasers shall have received each of the following documents with respect to each Mortgaged Property, which shall be in form and substance reasonably acceptable to the Required Purchasers. For the avoidance of doubt, neither the Agent nor the Purchasers shall be responsible for the failure of any Person to deliver the documents below, for monitoring such delivery or for the content or correctness of any document delivered to it.

endorsements of such type and in such amounts as are customarily carried under similar circumstances for properties used for the same or similar businesses or purposes as the Mortgaged Properties and are otherwise reasonably acceptable to the Required Purchasers;

(b) Flood Certificate and Insurance . A completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination, and, if any Mortgaged Property is designated as a “special flood hazard area” in any flood insurance rate map published by the Federal Emergency Management Agency or any successor agency thereof, evidence of flood insurance in form and substance reasonably acceptable to the Required Purchasers and in an amount reasonably acceptable to the Required Purchasers;

(c) Mortgages . Fully executed counterparts of a Mortgage, duly executed and delivered by the record owner of each Mortgaged Property, in form suitable for filing or recording in the applicable jurisdiction and otherwise reasonably satisfactory to the Required Purchasers, and, in each case, with such schedules and including such provisions as shall be necessary to conform such Mortgages to applicable local law or as shall be customary under applicable local law, together with evidence that counterparts of all the Mortgages have been delivered to the title insurance company for recording in all places necessary to effectively create a valid and enforceable first priority mortgage lien on each Mortgaged Property in favor of the Agent for the benefit of the Purchasers, securing the Obligations related to the Notes subject only to any Permitted Encumbrances; provided that , if, in connection with the recording or filing of a Mortgage, a mortgage tax would be owed under applicable law in respect of the entire amount of the Obligations, then the amount secured by such Mortgage shall be limited to 100% of the fair market value of the real property (in the Required Purchasers’ reasonable determination) encumbered by such Mortgage;

(d) Counsel Opinions . Opinions of local counsel in each jurisdiction where the Mortgaged Property is located covering, among other things, the enforceability, due authorization, execution, delivery and perfection of the Mortgages and any related fixture filings, and other matters customarily included in such opinions, addressed to the Agent and in form and substance reasonably acceptable to the Required Purchasers;

(e) Fixture filings . Proper fixture filings under the Uniform Commercial Code on Form UCC-1 for filing under the Uniform Commercial Code in each jurisdiction in which the Mortgaged Property is located to perfect the security interests in fixtures purported to be created by the Mortgages in favor of the Agent for its benefit and the benefit of the Purchasers (unless with respect to a Mortgaged Property, the applicable Mortgage is sufficient to constitute a fixture filing under applicable law);

(f) Title insurance . A fully paid extended coverage policy of title insurance issued by a nationally recognized title insurance company selected by the Note Parties (the “ Title Company ”) (or a marked title insurance commitment or commitments having the effect of a policy or policies of title insurance) insuring the first priority mortgage lien of each Mortgage as a valid first priority mortgage lien on each Mortgaged Property, free and clear of all liens, encumbrances, conditions, restrictions and other exceptions to title, except for any Permitted Encumbrances and any other matters expressly approved by the Required Purchasers in writing, together with such endorsements, coinsurance and reinsurance as the Required Purchasers may reasonably request and which are available at commercially reasonable rates in the applicable jurisdiction (the “ Title Policy ”);

(g) Survey . For each Mortgaged Property, either an ALTA survey in a form and substance reasonably acceptable to the Required Purchasers or an existing ALTA survey together with a no-change affidavit sufficient for the Title Company to remove the standard survey exception to coverage from the applicable Title Policy and issue any survey-related endorsements required by the Required Purchasers;

(h) Zoning . Evidence of the zoning classification of the Mortgaged Property, with explanation of the same attached, from an appropriate governmental office or agency, and reasonably satisfactory to the Required Purchasers;

(i) Compliance with Laws . Evidence that the improvements upon each Mortgaged Property and their use comply in all material respects with all applicable licensing, zoning and building laws, ordinances, and regulations and with all other applicable federal, state and municipal laws and requirements;

(j) Consents . Any consents, approvals, amendments, supplements, estoppels, tenant subordination agreements or other instruments, the delivery of which is necessary to consummate the transactions contemplated herein;

(k) Collateral Fees and Expenses . Evidence of payment by the Issuer of all actual costs, fees, charges, expenses and taxes (including mortgage recording taxes or similar charges) required for, or relating to, the recording of the Mortgages and, if applicable, the fixture filings, and the issuance of the Title Policies.

4.23. Intercreditor Agreement . Notwithstanding anything in Article IV to the contrary, (i) the liens and security interests granted to Agent pursuant to this Agreement in Collateral that constitutes Revolving Credit Priority Collateral are expressly subject and subordinate to the liens and security interests granted in favor of the Revolving Credit Secured Parties (as defined in the Intercreditor Agreement), including liens and security interests granted to Agent pursuant to or in connection with the Revolving Credit Agreement and (ii) the exercise of any right or remedy with respect to the Revolving Credit Priority Collateral by Agent hereunder is subject to the limitations and provisions of the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Article IV, the terms of the Intercreditor Agreement shall govern.

V.	REPRESENTATIONS AND WARRANTIES.

Each Note Party represents and warrants as follows:

insolvency, moratorium or similar laws affecting creditors’ rights generally. The execution, delivery and performance of this Agreement and of the other Note Documents (a) are within such Note Party’s powers under its Organization Documents, have been duly authorized by all necessary corporate, limited partnership, company or other organizational action, as applicable, are not in contravention of law or the terms of such Note Party’s Organization Documents or to the conduct of such Note Party’s business or of any material agreement or undertaking to which such Note Party is a party or by which such Note Party is bound, (b) will not conflict in any material respect with or violate any law or regulation, or any judgment, order or decree of any Governmental Body, (c) will not require the Consent of any Governmental Body, any party to a Material Contract or any other Person, except those Consents set forth on Schedule 5.1 hereto, all of which will have been duly obtained, made or complied with prior to the Closing Date and which are in full force and effect or the failure of which to obtain would not reasonably be expected to result in a Material Adverse Effect, and (d) will not conflict with, nor result in any breach of any of the provisions of or constitute a default under or result in the creation of any Lien except Permitted Encumbrances upon any asset of such Note Party and its Restricted Subsidiaries under the provisions of any agreement, instrument, Organization Document or other instrument to which such Note Party and its Restricted Subsidiaries are party or by which they or their property is a party or by which they may be bound.

5.2. Formation and Qualification .

(a) Each Note Party and each Restricted Subsidiary (A) is a Person duly organized or formed, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization (to the extent such concept exists in such jurisdiction) and (B) is duly qualified to do business and is in good standing (to the extent such concept exists in such jurisdiction) under the laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification and where the failure to so qualify would reasonably be expected to have a Material Adverse Effect on such Person. Each Note Party has delivered to Agent and the Purchasers true and complete copies of its Organization Documents and will promptly notify Agent and the Purchasers of any amendment or changes thereto.

(b) The only Subsidiaries of each Note Party as of the Closing Date are listed on Schedule 5.2(b).

5.3. Survival of Representations and Warranties . All representations and warranties of each Note Party contained in this Agreement and the other Note Documents shall be true at the time of such Note Party’s execution of this Agreement and the other Note Documents, and shall survive the execution, delivery and acceptance thereof by the parties thereto and the closing of the transactions described therein or related thereto.

taxes, assessments, fees and other governmental charges that are due and payable, except those that are being Properly Contested. Federal and material state and local income tax returns of the Note Parties and the Restricted Subsidiaries have been examined and reported upon by the appropriate taxing authority or closed by applicable statute and satisfied for all fiscal years prior to and including the fiscal year ending December 31, 2013. The provisions for taxes on the books of each of the Note Parties and the Restricted Subsidiaries is adequate for all years not closed by applicable statutes, and for its current fiscal year, and none of the Note Parties or the Restricted Subsidiaries has any knowledge of any deficiency or additional assessment in connection therewith not provided for on its books.

5.5. Financial Statements .

(a) The pro forma balance sheet of the Issuer on a Consolidated Basis (the “ Pro Forma Balance Sheet ”) furnished to Agent and the Purchasers on the Closing Date reflects the consummation of the Transactions and is accurate, complete and correct and fairly reflects in all material respects the financial condition of the Issuer on a Consolidated Basis as of the Closing Date after giving effect to the Transactions, and has been prepared in accordance with GAAP, consistently applied. The Pro Forma Balance Sheet has been certified as accurate, complete and correct in all material respects by the Chief Financial Officer of the Issuer. All financial statements referred to in this subsection 5.5(a), including the related schedules and notes thereto, have been prepared in accordance with GAAP, except as may be disclosed in such financial statements and the absence of footnotes and year end adjustments.

(b) The twelve-month cash flow projections of the Issuer on a Consolidated Basis and their projected balance sheets as of the Closing Date, copies of which are annexed hereto as Exhibit 5.5(b) (the “ Projections ”) were prepared by the Chief Financial Officer of the Issuer, are based on underlying assumptions which provide a reasonable basis for the projections contained therein and reflect Issuer’s judgment based on present circumstances of the most likely set of conditions and course of action for the projected period (it being understood by the parties that projections by their nature are inherently uncertain and no assurances are being given that the results reflected in such projections will be achieved). The cash flow Projections together with the Pro Forma Balance Sheet, are referred to as the “ Pro Forma Financial Statements .”

(c) The Audited Financial Statements, copies of which have been delivered to Agent and the Purchasers, have been prepared in accordance with GAAP, consistently applied (except for changes in application in which such accountants concur and present fairly the financial position of KGH and its Subsidiaries at such dates and the results of their operations for such periods (subject to normal year-end audit adjustments and the absence of footnotes)). Since December 31, 2013, there has been no change in the condition, financial or otherwise, of the Note Parties or their Subsidiaries as shown on the consolidated balance sheet as of such date of KGH and its consolidated Subsidiaries and no change in the aggregate value of machinery, equipment and Real Property owned by the Note Parties and their respective Subsidiaries, except changes in the Ordinary Course of Business, none of which individually or in the aggregate has been materially adverse.

5.6. Entity Names . As of the Closing Date, no Note Party has been known by any other name in the past five years and does not sell Inventory under any other name except as set

forth on Schedule 5.6, nor has any Note Party as of the Closing Date been the surviving entity of a merger or consolidation or acquired all or substantially all of the assets of any Person during the preceding five (5) years except as set forth on Schedule 5.6 .

5.7. OSHA and Environmental Compliance .

(a) Except as would not reasonably be expected to have a Material Adverse Effect (i) each of the Note Parties and the Restricted Subsidiaries has duly complied in all material respects with, and its facilities, business, assets, property, leaseholds, Real Property and Equipment are in compliance in all material respects with the provisions of the Federal Occupational Safety and Health Act, the Environmental Protection Act, RCRA and all other Environmental Laws; and (ii) there have been and are no outstanding citations, notices or orders of non-compliance issued to any of the Note Parties or the Restricted Subsidiaries or relating to any of their businesses, assets, properties, leaseholds or Equipment under any such foregoing laws, rules or regulations.

(b) Each of the Note Parties and the Restricted Subsidiaries has been issued and has complied with all required federal, state and local licenses, certificates or permits relating to all applicable Environmental Laws other than those licenses, certificate or permits the failure to be so issued (or the failure to so comply with) would not reasonably be expected to have a Material Adverse Effect.

(c) Except as could not reasonably be expected to have a Material Adverse Effect; (i) there have been no Hazardous Discharges at, upon, under or within any Real Property or any Customer Real Property; (ii) there are no underground storage tanks or polychlorinated biphenyls on the Real Property; (iii) the Real Property has never been used as a treatment, storage or disposal facility of Hazardous Waste; and (iv) no Hazardous Substances are present on the Real Property including any premises leased by any of the Note Parties or any of the Restricted Subsidiaries, excepting such quantities as are handled in accordance with all applicable manufacturer’s instructions and Environmental Laws and in proper storage containers and as are reasonably necessary for the operation of the business of any of the Note Parties or the Restricted Subsidiaries or any of their tenants.

5.8. Solvency; No Litigation, Violation, Indebtedness or Default; ERISA Compliance.

(a) After giving effect to the consummation of the Transactions, including the issuance of the Notes under this Agreement on the Closing Date, Delayed Draw Funding Date or Incremental Note Closing Date, as applicable, and after giving effect to the application of the proceeds of such Notes, (i) the fair value of the assets of the Issuer and its Restricted Subsidiaries, on a consolidated basis, exceeds and will exceed, on a consolidated basis, their debts and liabilities, subordinated, contingent or otherwise; (ii) the present fair saleable value of the property of the Issuer and its Restricted Subsidiaries, on a consolidated basis, is and will be greater than the amount that will be required to pay the probable liability, on a consolidated basis, of their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) the Issuer and its Restricted Subsidiaries, on a consolidated basis, are and will be able to pay their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; and

(iv) the Issuer and its Restricted Subsidiaries, on a consolidated basis, are not engaged in, and are not about to engage in, business for which they have unreasonably small capital. The amount of any contingent liability at any time shall be computed as the amount that would reasonably be expected to become an actual and matured liability.

(b) Except as disclosed in Schedule 5.8(b), none of the Note Parties or any of the Restricted Subsidiaries has (i) any pending or threatened (in writing) litigation, arbitration, actions or proceedings which would reasonably be expected to have a Material Adverse Effect, and (ii) any liabilities or indebtedness for borrowed money other than the Obligations and other Permitted Indebtedness.

(c) None of the Note Parties nor any of the Restricted Subsidiaries is in violation of any applicable statute, law, rule, regulation or ordinance in any respect which would reasonably be expected to have a Material Adverse Effect, nor are any of the Note Parties or the Restricted Subsidiaries in violation of any order of any court, Governmental Body or arbitration board or tribunal in any respect which would reasonably be expected to have a Material Adverse Effect.

(d) Neither the Issuer nor any member of the Controlled Group maintains or is required to contribute to any Pension Benefit Plan, Multiemployer Plan or self-insured Welfare Plan (as defined in ERISA), other than those listed on Schedule 5.8(d) hereto, (as such Schedule may be amended and updated from time to time by written notice from the Issuer to Agent and the Purchasers in connection with the delivery of a Compliance Certificate pursuant to Section 9.7). Except where noncompliance or any liability would not reasonably be expected to have a Material Adverse Effect, (i) each Plan is in compliance with the applicable provisions of ERISA, the Code and other federal or state laws, (ii) the Issuer and each member of the Controlled Group has met all applicable minimum funding requirements under Section 302 of ERISA and Section 412 of the Code in respect of each Pension Benefit Plan, and each Pension Benefit Plan is in compliance with Sections 412, 430 and 436 of the Code and Sections 206(g), 302 and 303 of ERISA, without regard to waivers and variances; (iii) each Plan which is intended to be a qualified plan under Section 401(a) of the Code as currently in effect has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code and the trust related thereto is exempt from federal income tax under Section 501(a) of the Code; (iv) neither the Issuer nor any member of the Controlled Group has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due which are unpaid and which would reasonably be expected to have a Material Adverse Effect; (v) no Pension Benefit Plan has been terminated by the plan administrator thereof nor by the PBGC, and there is no occurrence which would cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Pension Benefit Plan; (vi) neither the Issuer nor any member of the Controlled Group has breached any of the responsibilities, obligations or duties imposed on it by ERISA with respect to any Plan and which would reasonably be expected to have a Material Adverse Effect; (vii) neither the Issuer nor any member of a Controlled Group has incurred any liability for any excise tax arising under Section 4971, 4972 or 4980B of the Code, and no fact exists which could give rise to any such liability; (viii) neither the Issuer nor any member of the Controlled Group nor any fiduciary of, nor any trustee to, any Plan, has engaged in a “prohibited transaction” described in Section 406 of the ERISA or Section 4975 of the Code nor taken any action which would constitute or result in a Termination Event with respect to any

such Plan which is subject to ERISA; (ix) no Termination Event has occurred or could reasonably be expected to occur; (x) there exists no event described in Section 4043 of ERISA, for which the thirty (30)-day notice period has not been waived; (xi) neither the Issuer nor any member of the Controlled Group has engaged in a transaction that could be subject to Section 4069 or 4212(c) of ERISA; (xii) neither the Issuer nor any member of the Controlled Group has withdrawn, completely or partially, within the meaning of Section 4203 or 4205 of ERISA, from any Multiemployer Plan so as to incur liability under the Multiemployer Pension Plan Amendments Act of 1980 and there exists no fact which could reasonably be expected to result in any such liability; and (xiii) no Plan fiduciary (as defined in Section 3(21) of ERISA) has any liability for breach of fiduciary duty or for any failure in connection with the administration or investment of the assets of a Plan.

5.9. Patents, Trademarks, Copyrights and Licenses . All Registered or material Intellectual Property owned by any Note Party or any Restricted Subsidiary which are necessary for the operation of any such Note Party’s or such Restricted Subsidiary’s business are set forth on Schedule 5.9 (as such Schedule may be amended and updated from time to time by written notice from the Issuer to Agent and the Purchasers in connection with the delivery of a Compliance Certificate pursuant to Section 9.7). All material Intellectual Property owned by each Note Party and each Restricted Subsidiary is, to the knowledge of any Note Party or Restricted Subsidiary, valid. There is no objection to or pending challenge to the validity of any such owned Intellectual Property, and to the knowledge of any Note Party or Restricted Subsidiary, any licensed Intellectual Property. No Note Party or Restricted Subsidiary is aware of any grounds for any challenge to such owned or licensed Intellectual Property, except as set forth in Schedule 5.9 hereto. Each item of Intellectual Property owned by any Note Party or Restricted Subsidiary consists of original material or property developed by such Note Party or Restricted Subsidiary or was lawfully acquired by such Note Party or Restricted Subsidiary from the proper and lawful owner thereof, except as otherwise would not reasonably be expected to result in a Material Adverse Effect. Each Note Party and each Restricted Subsidiary has taken commercially reasonable steps to maintain all owned Intellectual Property and licensed Intellectual Property as to preserve the value thereof from the date of creation or acquisition thereof. With respect to all software used by any Note Party or Restricted Subsidiary, such Note Party or Restricted Subsidiary possesses valid licenses or other rights to use all such software.

5.10. Licenses and Permits . Except as set forth in Schedule 5.10, each of the Note Parties and the Restricted Subsidiaries (a) is in compliance with and (b) has procured and is now in possession of, all material licenses or permits required by any applicable federal, state or local law, rule or regulation for the operation of its business in each jurisdiction wherein it is now conducting or proposes to conduct business and where the failure to be in compliance with or procure such licenses or permits would reasonably be expected to have a Material Adverse Effect.

5.11. [RESERVED ].

required, provided a description of such Material Contracts (and any amendments thereto) entered into after the Closing Date in the applicable Narrative Report) to which it or its Restricted Subsidiaries is a party or to which they or any of their properties is subject.

5.13. No Labor Disputes . None of the Note Parties nor any of the Restricted Subsidiaries is involved in any labor dispute; there are no strikes or walkouts or union organization of any Note Party’s or any of the Restricted Subsidiaries’ employees threatened or in existence and no labor contract is scheduled to expire during the term of this Agreement, in each case, that would reasonably be expected to have a Material Adverse Effect.

5.14. Margin Regulations . None of the Note Parties nor any of the Restricted Subsidiaries is engaged, nor will it engage, principally or as one of its important activities, in the business of extending credit for the purpose of “purchasing” or “carrying” any “margin stock” within the respective meanings of each of the quoted terms under Regulation U of the Board of Governors of the Federal Reserve System as now and from time to time hereafter in effect. No part of the proceeds of the sale of any of the Notes will be used for “purchasing” or “carrying” “margin stock” as defined in Regulation U of such Board of Governors.

5.15. Investment Company Act . None of the Note Parties nor any of the Restricted Subsidiaries is an “investment company” registered or required to be registered under the Investment Company Act of 1940, as amended, nor is it controlled by such a company.

5.16. Disclosure . No representation or warranty made by any of the Note Parties or any of the Restricted Subsidiaries in this Agreement or in any financial statement, report, certificate or any other document furnished in connection herewith contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements herein or therein when taken as a whole, not misleading in any material respect. There is no fact known to any of the Note Parties or any of the Restricted Subsidiaries which reasonably should be known to such Note Party or such Restricted Subsidiary, as applicable, which such Note Party or such Restricted Subsidiary, as applicable, has not disclosed to Agent or the Purchasers in writing with respect to the transactions contemplated by this Agreement which would reasonably be expected to have a Material Adverse Effect.

5.17. [RESERVED ].

5.18. Conflicting Agreements . No provision of any mortgage, indenture, contract, agreement, judgment, decree or order binding on any Note Party or any of their Restricted Subsidiaries or affecting the Collateral conflicts with, or requires any Consent which has not already been obtained to, or would in any way prevent the execution, delivery or performance of, the terms of this Agreement or the other Note Documents.

5.19. Application of Certain Laws and Regulations . None of the Note Parties, Restricted Subsidiaries or any Affiliate of such Note Parties or Restricted Subsidiaries is subject to any laws, statute, rule or regulation which regulates the incurrence of any Indebtedness, including laws, statutes, rules or regulations relative to common or interstate carriers or to the sale of electricity, gas, steam, water, telephone, telegraph or other public utility services.

5.20. Business and Property of Note Parties . Upon and after the Closing Date, the Note Parties and their Restricted Subsidiaries do not propose to engage in any business other than business relating to oil field services and related activities and ancillary, supplementary and complementary lines of business. On the Closing Date, the Note Parties and their Restricted Subsidiaries, taken as a whole, will own all the property and possess all of the rights and Consents necessary for the conduct of the business of the Note Parties and their Restricted Subsidiaries, taken as a whole, except where such failure would not reasonably be expected to have a Material Adverse Effect.

5.21. Anti-Terrorism Laws .

(a) General . None of the Note Parties, Restricted Subsidiaries or any Affiliate of such Note Parties or Restricted Subsidiaries is in violation of any Anti-Terrorism Law or engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law.

(b) Executive Order No. 13224 . None of the Note Parties, Restricted Subsidiaries or any Affiliate of such Note Parties or Restricted Subsidiaries or their respective agents acting or benefiting in any capacity in connection with the sale and purchase of the Notes, the use of proceeds thereof, or the other transactions hereunder, is any of the following (each a “ Blocked Person ”):

(i) a Person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order No. 13224;

(ii) a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order No. 13224;

(iii) a Person or entity with which any Purchaser is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law;

(iv) a Person or entity that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order No. 13224;

(v) a Person or entity that is named as a “specially designated national” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list, or

(vi) a Person or entity who is affiliated or associated with a Person or entity listed above.

None of the Note Parties or their Restricted Subsidiaries, any of their respective agents acting in any capacity in connection with the sale or purchase of the Notes, the use of proceeds thereof or other transactions hereunder (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Blocked Person, or (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order No. 13224.

5.22. Trading with the Enemy . None of the Note Parties or any of the Restricted Subsidiaries has engaged, nor does it intend to engage, in any business or activity prohibited by the Trading with the Enemy Act.

5.23. Federal Securities Laws . Neither any Note Party nor any of its Restricted Subsidiaries (a) is required to file periodic reports under the Exchange Act, (b) has any securities registered under the Exchange Act or (c) has filed a registration statement that has not yet become effective under the Securities Act.

5.24. Equity Interests . As of the Closing Date, the authorized and outstanding Equity Interests of each Note Party and each of the Restricted Subsidiaries is as set forth on Schedule 5.24 hereto. All of the Equity Interests of each Note Party and each of the Restricted Subsidiaries have been duly and validly authorized and issued, are fully paid and non-assessable and have been sold and delivered to the holders thereof in compliance with, or under valid exemption from, all federal and state laws and the rules and regulations of each Governmental Body governing the sale and delivery of securities. As of the Closing Date, except for the rights and obligations set forth on Schedule 5.24 , there are no subscriptions, warrants, options, calls, commitments, rights or agreement by which any Note Party or any of the Restricted Subsidiaries, or any of the holders of the Equity Interests issued by any Note Party or any of the Restricted Subsidiaries, is bound relating to the issuance, transfer, voting or redemption of shares of its Equity Interests or any pre-emptive rights held by any Person with respect to the Equity Interests of the Note Parties and the Restricted Subsidiaries. Except as set forth on Schedule 5.24, the Note Parties and the Restricted Subsidiaries have not issued any securities convertible into or exchangeable for shares of its Equity Interests or any options, warrants or other rights to acquire such shares or securities convertible into or exchangeable for such shares.

5.25. Commercial Tort Claims . No Note Party is a party to any commercial tort claims exceeding $100,000 (either individually or in the aggregate), except as set forth on Schedule 5.25 hereto (as such Schedule may be amended and updated from time to time by written notice from the Issuer to Agent and the Purchasers in connection with the delivery of a Compliance Certificate pursuant to Section 9.7).

5.26. Letter of Credit Rights . No Note Party has any letter of credit rights exceeding $100,000 (either individually or in the aggregate), except as set forth on Schedule 5.26 hereto (as such Schedule may be amended and updated from time to time by written notice from the Issuer to Agent and the Purchasers in connection with the delivery of a Compliance Certificate pursuant to Section 9.7).

5.27. Material Contracts . As of the Closing Date, Schedule 5.27 sets forth all Material Contracts of the Note Parties and the Restricted Subsidiaries. All Material Contracts are in full force and effect and, except to the extent such defaults would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, no defaults currently exist thereunder.

5.28. Registration of Securities . Except as set forth on Schedule 5.28 , none of the Note Parties nor any of the Restricted Subsidiaries has entered into any agreement to register its debt or equity securities under the Securities Act.

5.29. Private Offering . Assuming the accuracy of the representations and warranties of each Purchaser set forth in Article XVII, the sale of the Notes pursuant to this Agreement is exempt from the registration and prospectus delivery requirements of the Securities Act. Neither the Issuer nor any Person authorized to act on behalf of Issuer has taken nor will take any action that would subject the transactions contemplated by this Agreement to the registration and prospectus delivery requirements of the Securities Act.

5.30. Eligibility Requirements . The Notes satisfy the eligibility requirements of Rule 144A(d)(3) as promulgated by the SEC under the Securities Act, as amended from time to time, and any successor rule or regulation thereof.

5.31. SEC Reports . Immediately following the Transactions, none of Holdings or any of its Subsidiaries will be required to file any reports with the SEC under Section 13 or 15(d) of the Exchange Act.

VI.	AFFIRMATIVE COVENANTS.

Each of the Note Parties and their Restricted Subsidiaries shall, until payment in full of the Obligations and termination of this Agreement:

6.1. [RESERVED]

6.2. Conduct of Business and Maintenance of Existence and Assets . (a) Actively conduct and operate its business according to good business practices and maintain all of its properties necessary in its business in good working order and condition in all material respects (reasonable wear and tear excepted and except as may be disposed of in accordance with the terms of this Agreement), including all licenses, patents, copyrights, design rights, tradenames, trade secrets and trademarks and take all commercially reasonable actions necessary to enforce and protect the validity of any intellectual property right or other right included in the Collateral except, in each case, where the failure to do so would not reasonably be expected to have a Material Adverse Effect; (b) preserve, renew and maintain in full force and effect its legal existence under the laws of the jurisdiction of its organization and its good standing in the relevant jurisdictions of organization, and comply in all material respects with the laws and regulations governing the conduct of its business where the failure to do so would reasonably be expected to have a Material Adverse Effect; and (c) make all such reports and pay all such franchise and other taxes and license fees and do all such other acts and things as may be lawfully required to maintain its rights, licenses, leases, powers and franchises under the laws of the United States or any political subdivision thereof where the failure to do so would reasonably be expected to have a Material Adverse Effect.

6.3. Violations . Promptly notify Agent and the Purchasers in writing of any violation of any law, statute, regulation or ordinance of any Governmental Body, or of any agency thereof, applicable to any Note Party which would reasonably be expected to have a Material Adverse Effect.

6.4. [ RESERVED ].

6.5. Fixed Charge Coverage Ratio . If at any time during any fiscal quarter (the “ Subject Quarter ”) a Covenant Trigger Event shall have occurred or be continuing, cause to be maintained a Fixed Charge Coverage Ratio of not less than 1.00 to 1.00 for the four-fiscal quarter period ending as of the last day of such Subject Quarter.

6.6. [RESERVED ].

6.7. Payment of Indebtedness . Pay, discharge or otherwise satisfy at or before maturity (subject, where applicable, to specified grace periods and, in the case of the trade payables, to normal payment practices) all its obligations and liabilities of whatever nature, except when the failure to do so would not reasonably be expected to have a Material Adverse Effect or when the amount or validity thereof is currently being Properly Contested.

6.8. Standards of Financial Statements . Cause all financial statements referred to in Sections 9.6, 9.7, 9.8, 9.9, 9.11, and 9.12 as to which GAAP is applicable to be complete and correct in all material respects (subject, in the case of interim financial statements, to normal year-end audit adjustments and the absence of footnotes) and to be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein (except as concurred in by such reporting accountants or officer, as the case may be, and disclosed therein).

6.9. Federal Securities Laws . Promptly notify Agent and the Purchasers in writing if any Note Party or any of its Subsidiaries (a) is required to file periodic reports under the Exchange Act, (b) registers any securities under the Exchange Act or (c) files a registration statement under the Securities Act.

6.10. Additional Guarantors; Further Assurances . Upon (w) the formation or acquisition of any new direct or indirect Subsidiary (other than an Excluded Subsidiary) by any Note Party, (x) the designation in accordance with Section 6.11 of any existing direct or indirect Subsidiary as a Restricted Subsidiary (other than an Excluded Subsidiary), (y) any existing Excluded Subsidiary ceasing to be an Excluded Subsidiary or (z) any Subsidiary of the Issuer being added as a borrower, a guarantor, or otherwise is an obligor under, or has granted a Lien on its assets as credit support for, the Revolving Credit Facility after the date of this Agreement, then the Issuer shall cause such Person to become a Guarantor of the Notes and comply with the provisions of Article IV regarding the grant of security interests in its assets constituting Collateral by executing a supplement to this Agreement and to those Note Documents in the form attached hereto as Exhibit 6.10 (an “ Additional Guarantor Supplement ”), executing a Pledge Agreement in favor of Agent in respect of any Equity Interests held by it that will constitute Pledged Equity and, unless otherwise waived by the Required Purchasers, the Issuer will cause its counsel to simultaneously with the delivery of such supplement and such Guaranty deliver an Opinion of Counsel as to the enforceability, subject to customary exceptions, of such supplement to this Agreement and to such other Note Documents in form and substance reasonably satisfactory to the Required Purchasers on the date on which it was added. At any time or from time to time upon the reasonable request of the Required Purchasers or Agent, Holdings, the Issuer and each other Guarantor will, at its expense, promptly execute,

acknowledge and deliver such further documents and do such other acts and things as the Required Purchasers may reasonably request in order to ensure that the Obligations under this Agreement and the Notes are guaranteed by the Guarantors and that the Liens created hereunder and under the other Note Documents continue to constitute first priority perfected security interests (or so long as the Revolving Credit Facility has not been terminated, in the case of the Revolving Credit Priority Collateral, second priority perfected security interests) in the Collateral.

6.11. Designation of Subsidiaries . The Board of Directors may, at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided , that immediately before and after such designation, (i) no Default or Event of Default shall have occurred and be continuing and (ii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, it would be a “Restricted Subsidiary” for the purpose of the Revolving Credit Facility or any Subordinated Indebtedness. For purposes of Section 7.4 hereof, the designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall be deemed to be an acquisition by the Issuer of the Equity Interests of such Unrestricted Subsidiary at the date of designation for a purchase price and investments equal to (x) if such Restricted Subsidiary is being acquired by a Note Party on such date of designation, the total aggregate value of all consideration (including all Earnouts) paid by such Note Party for such acquisition and (y) in all other cases, the fair market value of the assets of such Restricted Subsidiary at such date of designation. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time and, for purposes of Section 7.4, a return on any investment by the Issuer in Unrestricted Subsidiaries equal to the fair market value of the assets of such Subsidiary at such date of designation. Notwithstanding the foregoing, any Unrestricted Subsidiary that has been re-designated a Restricted Subsidiary may not be subsequently re-designated as an Unrestricted Subsidiary.

6.12. Use of Proceeds . Use the proceeds of the Notes, whether directly or indirectly, in a manner consistent with the uses set forth in Section 2.6 of this Agreement, including for working capital needs, the Refinancing, Permitted Acquisitions and the making of Permitted Investments.

6.13. USA PATRIOT Act Information . Provide to the Agent and Purchasers all documentation and other information about the Note Parties required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, that has been requested by the Agent or any of the Purchasers.

6.14. Post-Closing Actions . Complete each of the actions described on Schedule 6.14 as soon as commercially reasonable and by no later than the date set forth in Schedule 6.14 with respect to such action or such later date as the Required Purchasers may reasonably agree.

VII.	NEGATIVE COVENANTS.

No Note Party shall, nor shall they permit any of the Restricted Subsidiaries to, directly or indirectly, until satisfaction in full of the Obligations (other than unasserted contingent indemnification obligations) and termination of this Agreement:

7.1. Merger, Consolidation, Acquisition and Sale of Assets .

(a) Enter into any merger, consolidation, liquidation, dissolution or other reorganization with or into any other Person or acquire all or a substantial portion of the assets or Equity Interests of any Person; permit any other Person to consolidate or merge with or liquidate or dissolve into it or sell, lease, transfer or otherwise dispose of all of or a substantial portion of all of its assets to or in favor of any Person, provided , however that (i) any Restricted Subsidiary may merge, amalgamate or consolidate with (x) the Issuer (including a merger, the purpose of which is to reorganize the Issuer into a new jurisdiction); provided that the Issuer shall be the continuing or surviving Person or (y) one or more other Restricted Subsidiaries; provided that when any Person that is a Note Party (other than the Issuer or Holdings) is merging with a Restricted Subsidiary, a Note Party shall be the continuing or surviving Person unless the resulting investment made in connection with a Note Party merging with a non-Note Party shall otherwise be a Permitted Investment; (ii) (x) any Subsidiary that is a non-Note Party may merge, amalgamate or consolidate with or into any other Subsidiary that is a non-Note Party, (y) any Subsidiary (other than the Issuer) may liquidate or dissolve and (z) the Issuer or any Subsidiary may change its legal form if, with respect to clauses (y) and (z), the Issuer determines in good faith that such action is in the best interest of the Issuer and its Subsidiaries and if not materially disadvantageous to the Purchasers (it being understood that in the case of any change in legal form, the Issuer will remain the Issuer and a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder); (iii) any Restricted Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Issuer or to another Restricted Subsidiary; provided that if the transferor in such a transaction is a Note Party, then (x) the transferee must be a Note Party or (y) to the extent constituting an investment, such investment must be a Permitted Investment, so long as (A) no other provision of this Agreement would be violated thereby, (B) such Note Party gives Agent and the Purchasers at least 5 Business Days’ prior written notice of such merger or consolidation, (C) no Event of Default shall have occurred and be continuing either before or after giving effect to such transaction, and (D) Agent’s and Purchasers’ rights in any Collateral, including, without limitation, the existence, perfection and priority of any Lien thereon, are not adversely affected by such merger or consolidation and (iv) so long as no Event of Default has occurred and is continuing or would result therefrom, a merger, consolidation, amalgamation, dissolution, liquidation, consolidation or sale of assets, the purpose of which is to effect a Permitted Acquisition.

discount, allowance or credits thereon, in each case, in the Ordinary Course of Business, or in connection with the bankruptcy or reorganization of the applicable Customer and dispositions of any securities received in any such bankruptcy or reorganization, (vii) the use or transfer of cash or Cash Equivalents in a manner that is not prohibited by this Agreement, (viii) the making of an investment that is permitted to be made pursuant to Section 7.4, (ix) the making of a distribution in accordance with Section 7.7, and (x) dispositions of assets acquired pursuant to a Permitted Acquisition consummated within 12 months of the date of the proposed disposition (the “ Subject Permitted Acquisition ”) so long as (i) the proceeds of any such disposition of assets are used to prepay the Notes in accordance with Section 2.5(a) hereof (without an option for reinvestment pursuant to Section 2.5(b)), (ii) the assets to be so disposed are not necessary or economically desirable in connection with the business of the Note Parties thereof and either (x) the fair market value of the assets to be so disposed do not exceed 25% of the fair market value of the total assets acquired from the Subject Permitted Acquisition or (y) the amount of EBITDA attributable to the assets to be so disposed does not exceed 25% of the total EBITDA attributable to the total assets acquired in such Subject Permitted Acquisition, and (iii) the assets to be so disposed are readily identifiable as assets acquired pursuant to the Subject Permitted Acquisition; provided , that for any such sale, lease, transfer or other disposition pursuant to this Section 7.1(b) (except pursuant to clauses (ii), (vi) and (ix) or to the Issuer or a Subsidiary Guarantor) shall be for no less than the fair market value of the applicable property or assets at the time of such transaction.

7.2. Creation of Liens . Create or suffer to exist any Lien or transfer upon or against any of its property or assets now owned or hereafter acquired, except Permitted Encumbrances.

either (i) has combined capital and surplus of at least $500,000,000 or (ii) issues debt obligations, or is the Subsidiary of a holding company which issues debt obligations, that are rated not less than A (or the equivalent rating) by a nationally recognized investment rating agency (any such commercial bank, an “ Approved Bank ”) (or by the parent company thereof) or any variable or fixed rate note issued by, or guaranteed by, a corporation (other than structured investment vehicles and other than corporations used in structured financing transactions) rated A-1 (or the equivalent thereof) or better by S&P or P-1 (or the equivalent thereof) or better by Moody’s, in each case with average maturities of not more than 180 days from the date of acquisition thereof, (c) time deposits or eurodollar time deposits with insured certificates of deposit, bankers’ acceptances or overnight bank deposits of, or letters of credit issued by an Approved Bank, in each case with maturities not exceeding 180 days from the date of acquisition thereof, (d) U.S. money market funds that invest solely in obligations set forth in Section 7.4(a), (e) Permitted Investments, (f) advances, loans or extensions of credit permitted under Section 7.5 and assumptions, endorsements and guarantees permitted under Section 7.3, and (g) the purchase or acquisition of obligations or Equity Interests of, or any other interest in, any Person (together with any Permitted Acquisitions accounted for as investments pursuant to this clause (g)) in an aggregate amount not to exceed (x) $5,000,000 ( less the amount of any advances, loans or extensions of credit made in reliance on the dollar amount set forth in Section 7.5(e)(x)) plus (y) the Cumulative Credit at such time ( provided , that no Event of Default has occurred and is continuing or would result therefrom).

7.5. Loans . Make advances, loans or extensions of credit to any Person, including any Parent, Subsidiary or Affiliate except with respect to (a) the extension of commercial trade credit in connection with the sale of Inventory in the Ordinary Course of Business, (b) loans to employees in the Ordinary Course of Business not to exceed the aggregate amount of $1,000,000 at any time outstanding, (c) Permitted Intercompany Investments, (d) advances, loans or extensions of credit permitted under Section 7.4 and (e) advances, loans or extensions of credit in an aggregate amount not to exceed (x) $5,000,000 ( less the amount of any investments made in reliance on the dollar amount set forth in Section 7.4(g)(x)) plus (y) the Cumulative Credit at such time ( provided , that no Event of Default has occurred and is continuing or would result therefrom).

7.6. [RESERVED] .

7.7. Distributions . Pay or make any distribution of any Equity Interest of any Note Party or any of the Restricted Subsidiaries or apply any of its funds, property or assets to the purchase, redemption or other retirement of any Equity Interest, or of any options to purchase or acquire any such Equity Interest of any Note Party or any Restricted Subsidiary except that the Note Parties and the Restricted Subsidiaries shall be permitted to make distributions (A) to the extent and in accordance with the terms and conditions set forth in clauses (i) through (iv) below and (B) subject to written certification provided to Agent and the Purchasers as to the purpose and amount of such distribution or payment (such certification to be provided in the Compliance Certificate delivered pursuant to Section 9.7 hereof), to its members or partners (as applicable), in an aggregate amount equal to the Increased Tax Burden of its members or partners (as applicable), so long as (a) a notice of termination with regard to this Agreement shall not be outstanding, (b) no Event of Default shall have occurred and be continuing or would occur after giving pro forma effect to such payment(s), and (c) the purpose for such purchase, redemption or

distribution shall be as set forth in writing to Agent and the Purchasers at least ten (10) days within the occurrence of such purchase, redemption or distribution and such purchase, redemption or distribution shall in fact be used for such purpose. Payments to members or partners (as applicable) shall be made so as to be available when the tax is due, including in respect of estimated tax payments. In the event (x) the actual distribution to members or partners (as applicable), made pursuant to this Section 7.7 exceeds the actual income tax liability of any of such members or partners, whether direct or indirect (as applicable), due to such Note Party’s or Restricted Subsidiary’s status as a limited liability company or partnership (as applicable) or (y) if such Person was a subchapter C corporation, such Person would be entitled to a refund of income taxes previously paid as a result of a tax loss during a year in which such Person is a limited partnership or limited liability company (as applicable), then the members or partners (as applicable) shall repay such Person the amount of such excess or refund, as the case may be, no later than the date the annual tax return must be filed by such Person (without giving effect to any filing extensions). In the event such amounts are not repaid in a timely manner by any member or partners (as applicable), then such Note Party or Restricted Subsidiary, as applicable, shall not pay or make any distribution with respect to, or purchase, redeem or retire, any membership interest or partnership interest (as applicable) of such Person held or controlled by, directly or indirectly, such member or partner (as applicable), until such payment has been made;

(i) each Restricted Subsidiary of the Issuer may pay dividends and distributions to the Issuer and the other Restricted Subsidiaries of the Issuer (and in the case of a dividend or distribution by a non-wholly owned Restricted Subsidiary, to the Issuer and any other Restricted Subsidiary and to each other owner of Equity Interests of such non-wholly owned Restricted Subsidiary based upon their relative ownership interests of the relevant class of Equity Interests);

(ii) so long as no Event of Default has occurred and is continuing or would result therefrom, the Issuer and its Restricted Subsidiaries may (or may make dividends and distributions, the proceeds of which may be used by Holdings and/or any direct or indirect Parent to) repurchase, redeem, retire or otherwise acquire for value Equity Interests (including any stock appreciation rights or profit interests in respect thereof) of Holdings (or its direct or indirect parent), the Issuer or any of its Restricted Subsidiaries from current or former employees, directors or officers, provided that the aggregate cash payments in respect of such repurchases, redemptions, retirements and acquisitions shall not exceed $5,000,000 in any fiscal year, and provided further that at such time, if any, as such aggregate cash payments made in any fiscal year exceed $1,000,000, then any such additional cash payments made during such fiscal year may be made only if (x) after giving effect to each such additional cash payment, the Issuer shall be in pro forma compliance with the minimum Fixed Charge Coverage Ratio covenant (whether or not in effect) set forth in Section 6.5 hereof, measured as at the end of the applicable Pro Forma Testing Period and calculated on a pro forma basis assuming that such payment had been made on the first day of such Pro Forma Testing Period, and (y) no later than five (5) Business Days prior to the making of such payment, the Issuer shall deliver a certificate of the Chief Financial Officer or Controller of the Issuer certifying that the conditions of the preceding clause (x) were satisfied with respect to the making of such payment;

(iii) Holdings and its Restricted Subsidiaries may make non-cash repurchases of Equity Interests of Holdings (or its direct or indirect Parent), the Issuer or any

Restricted Subsidiary deemed to occur upon exercise of stock options or similar equity incentive awards if such Equity Interest represents a portion of the exercise price of such options or similar equity incentive awards; and

(iv) the Issuer and its Restricted Subsidiaries may make distributions and dividends (the proceeds of which may be used by Holdings and/or any direct or indirect Parent to make distributions and dividends) in an aggregate amount not to exceed (x) the greater of (1) $5,000,000 and (2) 10% of Adjusted EBITDA for the four fiscal quarter period most recently ended for which financial statements and a Compliance Certificate have been delivered in accordance with Section 9.6 or Section 9.7 ( less the amount of any prepayments, redemptions, purchases, defeasances and other payments in respect of Subordinated Indebtedness in reliance on the dollar amount set forth in Section 7.16(iv)(x)) plus (y) the Cumulative Credit at such time ( provided , that with respect to any dividend or distribution made out of amounts under clause (a) of the definition of “Cumulative Credit” pursuant to this clause (y), (A) no Event of Default has occurred and is continuing or would result therefrom, (B) the Issuer shall be in pro forma compliance with the minimum Fixed Charge Coverage Ratio covenant (whether or not in effect) set forth in Section 6.5 hereof measured as of the end of the applicable Pro Forma Testing Period and calculated on a pro forma basis assuming that such dividend or distribution had occurred on the first day of such Pro Forma Testing Period, (C) the Issuer shall have a pro forma Leverage Ratio of not greater than 3.50 to 1.00, measured as of the end of the applicable Pro Forma Testing Period and calculated on a pro forma basis assuming that such dividend or distribution had occurred on the first day of such Pro Forma Testing Period, and (D) satisfaction of the foregoing clauses (A), (B) and (C) shall be evidenced by a certificate from a Chief Financial Officer of the Issuer demonstrating such satisfaction calculated in reasonable detail); and

(v) the Issuer and its Restricted Subsidiaries may make other distributions to Holdings to pay (or for Holdings to make distributions to any direct or indirect Parent to pay) (i) out-of-pocket legal, accounting and other general corporate overhead out-of-pocket costs incurred in the Ordinary Course of Business attributable to the ownership of the Issuer and its Subsidiaries in an aggregate amount not to exceed $2,000,000 in any fiscal year, (ii) customary fees and reimbursement of reasonable out-of-pocket costs of, and customary indemnities provided to or on behalf of, Holdings’ or any direct or indirect Parent’s directors and officers attributable to the ownership or operations of the Issuer and its Subsidiaries and (iii) fees and expenses payable to COAC to the extent that the payment of such fees and expenses is permitted pursuant to Section 7.10(b).

7.8. Indebtedness . Create, incur, assume or suffer to exist any Indebtedness (exclusive of trade debt) except Permitted Indebtedness.

7.9. Nature of Business . Substantially change the nature of the business in which it is presently engaged, nor except as specifically permitted hereby purchase or invest, directly or indirectly, in any assets or property other than in the Ordinary Course of Business for assets or property which are useful in, necessary for and are to be used in its business.

except (a) transactions which are on an arm’s-length basis on terms and conditions no less favorable than terms and conditions which would have been obtainable from a Person other than an Affiliate; provided , that the Note Parties and the Restricted Subsidiaries shall disclose the terms and conditions of each transaction with any Affiliate(s) entered into in reliance on this Section 7.10 on the next Compliance Certificate delivered by the Note Parties and the Restricted Subsidiaries pursuant to Section 9.7 following the date the applicable Note Party or Restricted Subsidiary enters into such transaction, (b) the payment of fees and expenses to COAC in connection with the providing of advisory services in an aggregate amount not to exceed $2,000,000 in any fiscal year, (c) entering into employment and severance arrangements, in the Ordinary Course of Business between any Note Party or Restricted Subsidiary and its officers and employees, (d) the payment of customary fees and reimbursement of reasonable out-of-pocket costs of, and customary indemnities provided to or on behalf of directors, officers, non-Affiliated consultants and employees of the Note Parties and the Restricted Subsidiaries in the Ordinary Course of Business, (e) transactions permitted by Section 7.7 or any Permitted Intercompany Investment, and (f) transactions between or among the Note Parties.

7.11. [ RESERVED ].

7.12. Fiscal Year and Accounting Changes . Change its fiscal year from a year ending on December 31st or make any significant change (a) in accounting treatment and reporting practices except as required by GAAP or (b) in tax reporting treatment except as required by law.

7.13. [RESERVED] .

7.14. Amendment of Organizational Documents; Material Indebtedness .

(a) Without the consent of the Required Purchasers, amend, modify or waive any term or provision of its certificate of partnership, limited partnership agreement, certificate of formation, operating agreement or other organizational documents in a manner materially adverse to the interests of the Purchasers unless required by law.

(b) Without the consent of the Required Purchasers, amend, modify, change or waive any term or condition in any manner materially adverse to the interests of the Purchasers of any documentation in respect of any Indebtedness having an aggregate outstanding principal amount in excess of the Threshold Amount.

(c) Without the consent of the Required Purchasers, amend, modify, change or waive any term or condition of any documentation (including the Revolving Credit Agreement) related to the Revolving Credit Facility in any manner materially adverse to the interests of the Purchasers.

7.15. Compliance with ERISA . (i) Engage, or permit any member of the Controlled Group to engage, in any non-exempt “prohibited transaction,” as that term is defined in Section 406 of ERISA or Section 4975 of the Code, (ii) terminate, or permit any member of the Controlled Group to terminate, any Plan where such event could result in any liability of the Issuer or any member of the Controlled Group or the imposition of a lien on the property of the Issuer or any member of the Controlled Group pursuant to Section 4068 of ERISA, (iii) incur, or permit any member of the Controlled Group to incur, any withdrawal liability to any

Multiemployer Plan and which would reasonably be expected to have a Material Adverse Effect; (iv) fail promptly to notify Agent and the Purchasers of the occurrence of any Termination Event, (v) fail to comply, or permit a member of the Controlled Group to fail to comply, with the requirements of ERISA or the Code or other Applicable Laws in respect of any Plan and which would reasonably be expected to have a Material Adverse Effect; or (vi) fail to meet, permit any member of the Controlled Group to fail to meet, or permit any Plan to fail to meet, all minimum funding requirements under ERISA and the Code, without regard to any waivers or variances, or postpone or delay or allow any member of the Controlled Group to postpone or delay any funding requirement with respect to any Plan.

7.16. Prepayment of Subordinated Indebtedness; Payments of Qualified Subordinated Indebtedness . At any time, directly or indirectly, prepay any Subordinated Indebtedness, or repurchase, redeem, retire or otherwise acquire any Subordinated Indebtedness, or make any payment in respect of Qualified Subordinated Indebtedness (other than payments of interest to the extent paid-in-kind through the addition to the principal amount thereof), except (i) Permitted Refinancings (as such term is defined in clause (d) of the defined term Permitted Indebtedness), (ii) the conversion or exchange of any Subordinated Indebtedness to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect Parents, (iii) the prepayment of Indebtedness of the Issuer or any Restricted Subsidiary to the Issuer or any Restricted Subsidiary, and (iv) prepayments, redemptions, purchases, defeasances and other payments in respect of Subordinated Indebtedness (including cash or non-cash payments in respect of Qualified Subordinated Indebtedness) prior to their scheduled maturity in an aggregate amount not to exceed (x) the greater of (1) $5,000,000 and (2) 10% of Adjusted EBITDA for the four fiscal quarter period most recently ended for which financial statements and a Compliance Certificate have been delivered in accordance with Section 9.6 or Section 9.7 ( less the amount of any distributions made in reliance on the dollar amount set forth in Section 7.7(iv)(x)) plus (y) the Cumulative Credit at such time ( provided , that with respect to any prepayment, redemption, purchase, defeasance or other payment in respect of Subordinated Indebtedness made out of amounts under clause (a) of the definition of “Cumulative Credit” pursuant to this clause (y), (A) no Event of Default has occurred and is continuing or would result therefrom, (B) the Issuer shall be in pro forma compliance with the minimum Fixed Charge Coverage Ratio covenant (whether or not in effect) set forth in Section 6.5 hereof measured as of the end of the applicable Pro Forma Testing Period and calculated on a pro forma basis assuming that such redemption, purchase, defeasance or other payment had occurred on the first day of such Pro Forma Testing Period, (C) the Issuer shall have a pro forma Leverage Ratio of not greater than 3.50 to 1.00, measured as of the end of the applicable Pro Forma Testing Period and calculated on a pro forma basis assuming that such redemption, purchase, defeasance or other payment had occurred on the first day of such Pro Forma Testing Period, and (D) satisfaction of the foregoing clauses (A), (B) and (C) shall be evidenced by a certificate from a Chief Financial Officer of the Issuer demonstrating such satisfaction calculated in reasonable detail).

7.17. Burdensome Agreements . None of the Note Parties or the Restricted Subsidiaries shall enter into or permit to exist any agreement or obligation (other than this Agreement, the other Note Documents or the Revolving Credit Agreement) that limits the ability of (a) any Restricted Subsidiary to pay dividends or make distributions to the Issuer or any of its Restricted Subsidiaries, or (b) any Note Party to create, incur, assume or suffer to exist Liens on any property of such Person for the benefit of the Purchasers with respect to the Obligations or under the Note Documents, provided that the foregoing clauses (a) and (b) shall not apply to agreements or obligations which:

(i) exist on the Closing Date and are listed on Schedule 7.17 to this Agreement and, to the extent such obligations are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such obligation;

(ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of a Note Party, so long as such obligations were not entered into in contemplation of such Person becoming a Restricted Subsidiary of such Note Party;

(iii) are customary restrictions that arise in connection with any Permitted Encumbrance or disposition permitted by Section 7.1,

(iv) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures constituting Permitted Investments or otherwise permitted under this Agreement and applicable solely to such joint venture,

(v) are customary restrictions on leases, subleases, licenses, cross-licenses, sublicenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the property interest, rights or the assets subject thereto,

(vi) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any of the Note Parties or the Restricted Subsidiaries,

(vii) are customary provisions restricting assignment of any agreement entered into in the Ordinary Course of Business,

(viii) are restrictions on cash or other deposits imposed by customers under contracts entered into in the Ordinary Course of Business,

(ix) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 7.08 that are, taken as a whole, no more restrictive with respect to the Issuer, any Note Party or any Restricted Subsidiary than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive than the restrictions contained in this Agreement), so long as the Issuer shall have determined in good faith that such restrictions will not affect its obligation or ability to make any payments required hereunder.

7.18. Anti-Terrorism Laws . None of the Note Parties or the Restricted Subsidiaries shall, until satisfaction in full of the Obligations and termination of this Agreement, nor shall it permit any Affiliate or agent to:

(a) Conduct any business or engage in any transaction or dealing with any Blocked Person, including the making or receiving any contribution of funds, goods or services to or for the benefit of any Blocked Person.

(b) Deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order No. 13224.

(c) Engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in the Executive Order No. 13224, the USA PATRIOT Act or any other Anti-Terrorism Law. The Note Parties and the Restricted Subsidiaries shall deliver to Purchasers any certification or other evidence requested from time to time by any Purchaser in its sole discretion, confirming the Note Parties’ and the Restricted Subsidiaries’ compliance with this Section.

7.19. Trading with the Enemy Act . Engage in any business or activity in violation of the Trading with the Enemy Act.

7.20. Permitted Activities .

(a) With respect to Holdings, (A) engage in any material operating or business activities or own any material assets; provided that the following and any activities incidental thereto shall be permitted in any event: (i) its ownership of the Equity Interests of the Issuer and activities incidental thereto, including payment of dividends and other amounts in respect of its Equity Interests, (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iii) the performance of its obligations with respect to the Note Documents and the Revolving Credit Documents, (iv) any public offering of its common stock or any other issuance or sale of its Equity Interests (other than Disqualified Equity Interests), payment of dividends, making contributions to the capital of the Issuer and guaranteeing the obligations of the Issuer, (v) participating in tax, accounting and other administrative matters as a member of the consolidated group of KGH and the Issuer, (vi) providing indemnification to officers and directors and (vii) any activities incidental to the foregoing and (B) own any Equity Interests other than Equity Interests in the Issuer.

(b) So long as financial statements of KGH and its consolidated Subsidiaries are being provided in lieu of financial statements of the Issuer and its consolidated Subsidiaries in accordance with Section 9.5, with respect to KGH, (A) engage in any material operating or business activities or own any material assets; provided that the following and any activities incidental thereto shall be permitted in any event: (i) its ownership of the Equity Interests of Holdings and activities incidental thereto, including payment of dividends and other amounts in respect of its Equity Interests, (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iii) any public offering of its common stock or any other issuance or sale of its Equity Interests (other than Disqualified Equity Interests), payment of dividends, making contributions to the capital of Holdings, (iv) participating in tax, accounting and other administrative matters as a member of the consolidated group of KGH, Holdings and the Issuer, (v) providing indemnification to officers and directors, (vi) the providing of guarantees in respect of the obligations of Holdings or any of its Subsidiaries; provided that the aggregate amount of such guaranteed obligations shall not exceed

$1,000,000 at any time outstanding; (vii) the performance of the activities set forth on Schedule 7.20 and (viii) any activities incidental to the foregoing and (B) own any Equity Interests other than Equity Interests of Holdings.

VIII.

CONDITIONS PRECEDENT.

8.1. Conditions to Initial Purchase . The agreement of the Purchasers to purchase the Term Notes on the Closing Date is subject to the satisfaction, or waiver by the Purchasers, immediately prior to or concurrently with the purchase of the Term Notes, of the following conditions precedent:

(a) Agreement and Notes; Revolving Credit Documents .

(i) The Agent and the Purchasers shall have received duly executed counterparts of this Agreement, and each Purchaser shall have received its Term Note duly executed and delivered by an authorized officer of the Issuer; provided , that if either PIMCO or the Guggenheim Purchasers notify the Issuer in writing within one (1) Business Day of the Closing Date that the final allocation of the Term Commitments on the Closing Date among the PIMCO Purchasers or the Guggenheim Purchasers, respectively, has changed, the Issuer shall cause (1) new Term Notes reflecting such final allocation to be issued and delivered to the PIMCO Purchasers or the Guggenheim Purchasers, as applicable, upon receipt of the original Term Notes issued on the Closing Date and (2) Schedule 1.1 hereto to be updated to reflect such final allocation; and

(ii) The Agent and the Purchasers shall have received copies of the Revolving Credit Documents and the schedules and exhibits thereto, duly executed by the parties thereto, including certification by the Chief Financial Officer of the Issuer that such documents are in full force and effect as of the Closing Date; provided , that such Revolving Credit Documents shall be in form and substance as reasonably satisfactory to the Purchasers and their legal counsel;

(b) Filings, Registrations and Recordings . The Agent and the Purchasers shall have received copies of all UCC, lien, judgment and litigation searches and each document (including any Uniform Commercial Code financing statement) required by this Agreement, any related agreement or under law or reasonably requested by Agent or any Purchaser to be filed, registered or recorded in order to create, in favor of Agent for the benefit of the Purchasers, a perfected security interest in or lien upon the Collateral shall have been properly filed, registered or recorded in each jurisdiction in which the filing, registration or recordation thereof is so required or requested, and Agent shall have received an acknowledgment copy, or other evidence satisfactory to the Required Purchasers, of each such filing, registration or recordation and satisfactory evidence of the payment of any necessary fee, tax or expense relating thereto;

(c) Collateral Access Agreements . The Agent and the Purchasers shall have received landlord, mortgagee or warehouseman agreements with respect to such premises leased by the Note Parties at which Inventory and books and records are located to the extent obtained and in place under the Revolving Credit Facility;

(d) Pledge and other Note Documents . The Purchasers shall have received the executed other Note Documents, all in form and substance satisfactory to the Purchasers;

(e) Pledged Equity . The Agent shall have received certificates, if any, representing the Pledged Equity accompanied by undated stock powers executed in blank;

(f) Closing Certificate . The Agent and the Purchasers shall have received a closing certificate signed by the Chief Financial Officer of the Issuer dated as of the date hereof, stating that (i) all representations and warranties set forth in this Agreement and the other Note Documents are true and correct in all material respects (except to the extent any such representation or warranty is already qualified as to materiality, Material Adverse Effect or similar language, in which case each such representation or warranty (after giving effect to any qualification therein) shall be true and correct in all respects) on and as of such date with the same effect as though made on and as of such date (it being understood and agreed that any representation or warranty which by its terms expressly relates to an earlier date shall be required to be true and correct in all material respects as of such earlier date) and (ii) on such date no Default or Event of Default has occurred or is continuing;

(g) Solvency Certificate . The Purchasers shall have received a solvency certificate signed by the Chief Financial Officer of the Issuer (after giving effect to the Transactions) substantially in the form attached hereto as Exhibit 8.1(g).

(h) Control Agreements . The Agent shall have received duly executed agreements establishing springing control in favor of Agent upon the termination of the Revolving Credit Facility in any deposit accounts or securities accounts to the extent required pursuant to Section 4.15(i);

(i) Proceedings of Note Parties . The Purchasers shall have received a copy of the resolutions in form and substance reasonably satisfactory to the Purchasers, of the Board of Managers, Managing Member, or General Partner (as applicable) of each Note Party authorizing (i) the execution, delivery and performance of this Agreement, the Notes, and all other Note Documents and (ii) the granting by each Note Party of the security interests in and liens upon the Collateral in each case certified by the senior officer, Managing Member or General Partner (as applicable) of each Note Party as of the Closing Date; and, such certificate shall state that the resolutions thereby certified have not been amended, modified, revoked or rescinded as of the date of such certificate;

(j) Incumbency Certificates of Note Parties . The Agent and the Purchasers shall have received a certificate of the senior officer, Managing Member or General Partner of each Note Party, dated the Closing Date, as to the incumbency and signature of the senior officer, Managing Member or General Partner of each Note Party, as applicable, executing this Agreement, the other Note Documents, any certificate or other documents to be delivered by it pursuant hereto, together with evidence of the incumbency of such senior officer, Managing Member or General Partner;

(k) Certificates . The Purchasers shall have received a copy of the certificate of formation, certification of limited partnership or certificate of incorporation, as applicable, of

each Note Party, and all amendments thereto, certified by the Secretary of State or other appropriate official of its jurisdiction of formation together with copies of the operating agreement, limited partnership agreement or bylaws, as applicable, of each Note Party and all agreements of each Note Party’s members, partners or board of directors, as applicable, certified as accurate and complete by the senior officer, Managing Member or General Partner of each Note Party, as applicable;

(l) Good Standing Certificates . The Purchasers shall have received good standing certificates for each Note Party dated not more than 30 days prior to the Closing Date, issued by the Secretary of State or other appropriate official of each Note Party’s jurisdiction of formation and each jurisdiction where the conduct of each Note Party’s business activities or the ownership of its properties necessitates qualification except, where the failure to be so qualified would not reasonably be expected to result in a Material Adverse Effect;

(m) Legal Opinion . The Agent and the Purchasers shall have received the executed legal opinion of (i) Schulte Roth & Zabel LLP in form and substance reasonably satisfactory to Agent and the Purchasers and (ii) Clark Hill PLC, local Pennsylvania counsel to the Note Parties in form and substance reasonably satisfactory to Agent and the Purchasers, and each Note Party hereby authorizes and directs each such counsel to deliver such opinions to Agent and the Purchasers;

(n) [RESERVED] .

(o) Fees and Expenses . The Issuer shall have paid all fees and expenses payable on or prior to the Closing Date under the Commitment Letter or as specified hereunder, including pursuant to Article III hereof, to the extent invoiced at least two (2) Business Days prior to the Closing Date;

(p) Pro Forma Financial Statements; Historical Financial Statements . The Purchasers shall have received a copy of (i) the Pro Forma Financial Statements, (ii) the Audited Financial Statements, and (iii) the financial statements described in Section 9.7 (or the financial statements of KGH (together with the additional information required by Section 9.5)) for each subsequent fiscal quarter ended at least forty-five (45) days prior to the Closing Date, each of which shall be satisfactory in all respects to the Purchasers;

(q) Insurance . Agent and the Purchasers shall have received in form and substance reasonably satisfactory to Agent and the Purchasers, certified copies of the Note Parties’ casualty insurance policies and environmental insurance required by this Agreement, together with loss payable endorsements satisfactory to the Required Purchasers naming Agent as loss payee, and certified copies of the Note Parties’ liability insurance policies required by this Agreement, together with endorsements naming Agent as an additional insured;

(r) Payment Instructions; Refinancing; Payoff Documents; Remaining Indebtedness .

(i) The Purchasers shall have received written instructions from the Issuer directing the application of proceeds of the purchase of the Term Notes made pursuant to this Agreement;

(ii) Prior to or substantially concurrently with the purchase and sale of the Term Notes on the Closing Date, (i) the Revolving Credit Facilities shall have been consummated, (ii) the Refinancing shall have been consummated and (iii) in connection with such Refinancing, the Purchasers shall have received in form and substance satisfactory to the Purchasers copies of all documentation evidencing the satisfaction of such indebtedness to be paid off and satisfied, the release of all obligors of any monetary obligations thereunder, and in connection with the Existing Credit Agreement, the termination and release of all liens securing such indebtedness; and

(iii) On the Closing Date, after giving effect to the Refinancing neither the Issuer nor any of its Restricted Subsidiaries shall have any Indebtedness for borrowed money except (i) the Revolving Credit Facility, (ii) the Term Notes and (iii) any Permitted Indebtedness.

(s) Consents . Agent and the Purchasers shall have received any and all Consents necessary to permit the effectuation of the transactions contemplated by this Agreement and the other Note Documents; and, Agent and Purchasers shall have received such Consents and waivers of such third parties as might assert claims with respect to the Collateral, as Agent, the Purchasers and their counsel shall reasonably deem necessary;

(t) No Adverse Material Change . (i) Since December 31, 2013, there shall not have occurred any event, condition or state of facts which would reasonably be expected to have a Material Adverse Effect; and

(u) USA PATRIOT Act Information . The Agent and the Purchasers shall have received, at least five (5) days prior to the Closing Date, all documentation and other information about the Note Parties required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, that has been requested by the Agent and/or the Purchasers at least 10 days prior to the Closing Date.

(v) CUSIP Number . A CUSIP Number issued by Standard & Poor’s CUSIP Service Bureau shall have been obtained for the Notes.

8.2. Conditions to Delayed Draw Notes Purchase . The agreement of Purchasers to purchase the Delayed Draw Notes on a Delayed Draw Funding Date is subject to the satisfaction, or waiver by the Purchasers, immediately prior to or concurrently with the purchase of such Delayed Draw Notes, of the following conditions precedent:

(a) Delayed Draw Availability Period . The Delayed Draw Funding Date is during the Delayed Draw Availability Period.

(b) Delayed Draw Notice . The Issuer shall have delivered a Delayed Draw Notice to the Purchasers and Agent at least fifteen (15) Business Days prior to the proposed Delayed Draw Funding Date. Each Delayed Draw Notice shall be deemed to be a representation and warranty by the Issuer that the conditions specified in Section 8.2 and Section 8.3 have been satisfied on and as of the date of the applicable Delayed Draw Funding Date.

(c) Notes . Each Purchaser shall have received a Delayed Draw Note duly executed and delivered by an authorized officer of the Issuer; and

(d) Closing Certificate . The Purchasers shall have received a closing certificate signed by the Chief Financial Officer of the Issuer dated as of the Delayed Draw Funding Date, stating that (i) all representations and warranties set forth in this Agreement and the other Note Documents are true and correct in all material respects on and as of such date (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date) and (ii) on such date no Default or Event of Default has occurred or is continuing.

8.3. Conditions to Each Notes Purchase . The agreement of Purchasers to purchase any Notes requested to be purchased on any date (including the purchase of the Term Notes on the Closing Date, the Delayed Draw Notes on any Delayed Draw Funding Date and Incremental Notes on any Incremental Notes Closing Date), is subject to the satisfaction of the following conditions precedent as of the date such purchase of Notes is made:

(a) Representations and Warranties . Each of the representations and warranties made by any Note Party in or pursuant to this Agreement, the other Note Documents and any related agreements to which it is a party, and each of the representations and warranties contained in any certificate, document or financial or other statement furnished at any time under or in connection with this Agreement, the other Note Documents or any related agreement shall be true and correct in all material respects (except to the extent any such representation or warranty is already qualified as to materiality, Material Adverse Effect or similar language, in which case each such representation or warranty (after giving effect to any qualification therein) shall be true and correct in all respects) on and as of such date (it being understood and agreed that any representation or warranty which by its terms expressly relates to an earlier date shall be required to be true and correct in all material respects as of such earlier date); and

(b) No Default . No Event of Default or Default shall have occurred and be continuing on such date, or would exist after giving effect to the purchase of the Notes requested to be made, on such date.

Each request for a purchase of Notes by the Issuer hereunder shall constitute a representation and warranty by the Issuer as of the date of such issuance of Notes that the conditions contained in this subsection shall have been satisfied.

8.4. Determination of Conditions Precedent . Notwithstanding anything contained herein to the contrary, in no event shall the Agent be responsible or liable for determining whether any conditions precedent to the issuance or purchase of any Notes issued or purchased under this Agreement, including without limitation those listed in this Article VIII or Section 2.7 , have been satisfied or complied with.

IX.	INFORMATION AS TO NOTE PARTIES.

Each of the Note Parties and the Restricted Subsidiaries shall, or (except with respect to Section 9.11) shall cause Issuer on its behalf to, until satisfaction in full of the Obligations (other than unasserted contingent indemnification obligations) and the termination of this Agreement:

9.1. Disclosure of Material Matters . Promptly upon learning thereof, report to Agent and the Purchasers all matters materially affecting the value, enforceability or collectibility of

any portion of the Collateral, including any Note Party’s reclamation or repossession of, or the return to any Note Party of, a material amount of goods or claims or disputes asserted by any Customer or other obligor.

9.2. Environmental Reports Furnish Agent and the Purchasers, concurrently with the delivery of the financial statements referred to in Sections 9.6 and 9.7, with a certificate signed by the President of the Issuer stating, to the best of his knowledge, that each Note Party and each Restricted Subsidiary is in compliance in all respects with all federal, state and local Environmental Laws, to the extent set forth in Section 5.7 of this Agreement. If any Note Party or any Restricted Subsidiary is not in such compliance to such extent with the foregoing laws, the certificate shall set forth with specificity all areas of non-compliance and the proposed action such Note Party or such Restricted Subsidiary will implement in order to achieve such compliance.

9.3. Litigation . Promptly notify Agent and the Purchasers in writing of any claim, litigation, suit or administrative proceeding affecting the Issuer or any Guarantor, or any of the Restricted Subsidiaries, whether or not the claim is covered by insurance, and of any litigation, suit or administrative proceeding, which in any such case affects a material portion of the Collateral or which would reasonably be expected to have a Material Adverse Effect.

9.4. Material Occurrences; Material Contracts . Promptly notify Agent and the Purchasers in writing upon the occurrence of: (i) any Event of Default; (ii) any event of default under the Revolving Credit Agreement; (iii) any event, development or circumstance whereby any financial statements or other reports furnished to Agent or the Purchasers fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of any of the Note Parties or the Restricted Subsidiaries as of the date of such statements; (iv) any accumulated retirement plan funding deficiency which, if such deficiency continued for two plan years and was not corrected as provided in Section 4971 of the Code, could subject any of the Note Parties or the Restricted Subsidiaries to a tax imposed by Section 4971 of the Code; (v) without limiting the generality of clause (a), notice of any Event of Default under Section 10.11, including the names and addresses of the holders of such Indebtedness with respect to which such Event of Default has occurred, and the amount of such Indebtedness; and (vi) any other development in the business or affairs of the Issuer or any Guarantor, or any of the Restricted Subsidiaries, which would reasonably be expected to have a Material Adverse Effect; in each case describing the nature thereof and the action the Issuer proposes to take with respect thereto.

and (ii) to the extent annual financial statements provided pursuant to this Section 9.5 are in lieu of the annual financial statements required to be provided under Section 9.6, such annual financial statements are accompanied by a report and opinion of KPMG LLP or any other independent registered public accounting firm of nationally recognized standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit.

9.6. Annual Financial Statements . Furnish the Purchasers with respect to each fiscal year, within one hundred and twenty (120) days, in each case, after the end of the fiscal year of the Issuer, (a) financial statements of the Issuer and its Subsidiaries on a consolidated basis including, but not limited to, statements of income and members’ equity and cash flow from the beginning of the current fiscal year to the end of such fiscal year and the balance sheet as at the end of such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all prepared in accordance with GAAP applied on a basis consistent with prior practices, and in reasonable detail, audited and accompanied by a report and opinion of KPMG LLP or any other independent registered public accounting firm of nationally recognized standing, which report and opinion (i) shall be prepared in accordance with generally accepted auditing standards and (ii) shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit, (b) a Compliance Certificate and (c) a Narrative Report.

9.7. Quarterly Financial Statements . Furnish the Purchasers within forty-five (45) days after the end of each fiscal quarter, (a) an unaudited balance sheet and unaudited statements of members equity and cash flow of the Issuer, in each case on a consolidated basis and an unaudited statement of income of the Issuer and its Subsidiaries on a consolidated and consolidating basis reflecting results of operations from the beginning of the fiscal year to the end of such quarter and for such quarter, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year and prepared on a basis consistent with prior practices and complete and correct in all material respects, subject to normal and recurring year end adjustments that individually and in the aggregate are not material to the Issuer’s business, (b) a Compliance Certificate and (c) a Narrative Report.

9.8. Monthly Financial Statements . Furnish the Purchasers within thirty (30) days after the end of each month (other than for the months of March, June, September and December, which shall be delivered in accordance with Sections 9.7 and 9.8 as applicable), an unaudited balance sheet and unaudited statements of members equity and cash flow of the Issuer and its Subsidiaries, in each case on a consolidated basis and an unaudited statement of income of the Issuer and its Subsidiaries on a consolidated and consolidating basis reflecting results of operations from the beginning of the fiscal year to the end of such month and for such month, prepared on a basis consistent with prior practices and complete and correct in all material respects, subject to normal and recurring year end adjustments that individually and in the aggregate are not material to the Issuer’s business. The reports shall be accompanied by a Compliance Certificate.

9.9. Other Reports . Furnish the Purchasers as soon as available, but in any event within ten (10) days after the issuance thereof, (i) with copies of such financial statements, reports and returns as any Note Party and any of its Restricted Subsidiaries shall send to its partners and members and (ii) copies of all material notices and reports, and financial statements, in each case sent pursuant to the Revolving Credit Agreement and the “Other Documents” (as defined in the Revolving Credit Agreement) and the Subordinated Loan Documentation (to the extent any Subordinated Indebtedness is outstanding).

9.11. Projected Operating Budget . Furnish the Purchasers no later than thirty (30) days after the beginning of the Issuer’s fiscal year commencing with the fiscal year ending on or about December 31, 2014, a quarter by quarter projected operating budget and cash flow of Issuer and its Subsidiaries on a consolidated basis for such fiscal year (including an income statement for each quarter and a balance sheet as at the end of the last month in each fiscal quarter), such projections to be accompanied by a certificate signed by the President or Chief Financial Officer of the Issuer to the effect that such projections have been prepared on a reasonable and good faith basis, pursuant to sound financial planning practices consistent with past budgets and financial statements (it being understood that projections by their nature are subject to uncertainties and contingencies, many of which are beyond the control of the Issuer, the Note Parties and the Restricted Subsidiaries, that no assurances can be given that such projections will be realized, and that actual results may differ in a material manner from such projections).

9.12. Variances From Operating Budget . Furnish the Purchasers, concurrently with the delivery of the financial statements referred to in Sections 9.6 and 9.7, a written report summarizing all material variances from budgets submitted by the Issuer pursuant to Section 9.11 and a discussion and analysis by management with respect to such variances.

9.13. Notice of Suits, Adverse Events . Furnish the Purchasers with prompt written notice of (i) any lapse or other termination of any material Consent issued to any of the Note Parties or the Restricted Subsidiaries by any Governmental Body or any other Person that is material to the operation of any Note Party’s or any Restricted Subsidiary’s business, (ii) any refusal by any Governmental Body or any other Person to renew or extend any such Consent; and (iii) copies of any periodic or special reports filed by any of the Note Parties or the Restricted Subsidiaries with any Governmental Body or Person, if such reports indicate any material change in the business, operations, affairs or condition of any of the Note Parties or the Restricted Subsidiaries, or if copies thereof are requested by any Purchaser, and (iv) copies of any material notices and other material communications from any Governmental Body or Person which specifically relate to any of the Note Parties or the Restricted Subsidiaries.

9.14. ERISA Notices and Requests . Furnish the Purchasers with prompt written notice (but no later than five (5) Business Days following knowledge of an event) in the event that (i) the Issuer or any member of the Controlled Group knows or has reason to know that a Termination Event has occurred, together with a written statement describing such Termination Event and the action, if any, which the Issuer or any member of the Controlled Group has taken, is taking, or proposes to take with respect thereto and, when known, any action taken or threatened by the Internal Revenue Service, Department of Labor or PBGC with respect thereto, (ii) the Issuer or any member of the Controlled Group knows or has reason to know that a prohibited transaction (as defined in Sections 406 of ERISA and 4975 of the Code) has occurred together with a written statement describing such transaction and the action which the Issuer or any member of the Controlled Group has taken, is taking or proposes to take with respect thereto, (iii) a funding waiver request has been filed with respect to any Plan together with all communications received by the Issuer or any member of the Controlled Group with respect to such request, (iv) any increase in the benefits of any existing Pension Benefit Plan or the establishment of any new Pension Benefit Plan or the commencement of contributions to any Pension Benefit Plan to which the Issuer or any member of the Controlled Group was not previously contributing shall occur; (v) the Issuer or any member of the Controlled Group shall receive from the PBGC a notice of intention to terminate a Pension Benefit Plan or to have a trustee appointed to administer a Pension Benefit Plan, together with copies of each such notice, (vi) the Issuer or any member of the Controlled Group shall receive any unfavorable determination letter from the Internal Revenue Service regarding the qualification of a Plan under Section 401(a) of the Code, together with copies of each such letter; (vii) the Issuer or any member of the Controlled Group shall receive a notice regarding the imposition of withdrawal liability, together with copies of each such notice; (viii) the Issuer or any member of the Controlled Group shall fail to make a required installment or any other required payment under the Code or ERISA on or before the due date for such installment or payment; or (ix) the Issuer or any member of the Controlled Group knows that (a) a Multiemployer Plan has been terminated, (b) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan, (c) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan or (d) a Multiemployer Plan is subject to Section 432 of the Code or Section 305 of ERISA.

9.15. Unrestricted Subsidiaries . Simultaneously with the delivery of each set of financial statements referred to in Sections 9.6, 9.7 and 9.8 above, the related unaudited consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements.

9.16. Additional Documents . Execute and deliver to Agent and the Purchasers, upon request, such documents and agreements as Agent or the Required Purchasers may, from time to time, reasonably request to carry out the purposes, terms or conditions of this Agreement.

X.	EVENTS OF DEFAULT.

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

10.1. Nonpayment . Failure by any Note Party to (a) pay any principal on the Obligations when due, whether at maturity or by reason of acceleration pursuant to the terms of this Agreement or by notice of intention to prepay, or by required prepayment or (b) pay when due any other liabilities or make any other payment, fee or charge provided for herein when due or in any other Note Document and such failure to pay when due any amount described in this clause (b) shall continue for five (5) Business Days;

10.2. Breach of Representation . Any representation or warranty made or deemed made by any Note Party in this Agreement, any other Note Document or any related agreement or in any certificate, document or financial or other statement furnished at any time in connection herewith or therewith shall prove to have been misleading in any material respect on the date when made or deemed to have been made;

10.3. Financial and other Information . Failure by any Note Party to (i) furnish financial and other information pursuant to Sections 9.6, 9.7, 9.8, 9.11 or 9.15 when due or when requested which is unremedied for a period of five (5) Business Days, or (ii) promptly permit the inspection, conducted in accordance with the terms of Section 4.10 of this Agreement, of its books or records;

10.4. Judicial Actions . Issuance of a notice of Lien, levy, assessment, injunction or attachment against any Note Party’s Inventory, Receivables or against a portion of any Note Party’s other property, such Lien, levy, assessment, injunction or attachment is not stayed or lifted within thirty (30) days, and the imposition or issuance thereof is reasonably likely to have a Material Adverse Effect;

10.5. Noncompliance . (a) failure or neglect of any Note Party to perform, keep or observe any term, provision, condition, or covenant contained in any of Sections 4.1, 4.2, 4.3, 4.4, 4.5, 4.19, 6.3, 6.5 and 6.12, Article VII (other than Section 7.15) and any of Sections 9.1, 9.3, 9.4 and 9.14 of this Agreement, and (b) except as otherwise provided in Sections 10.1, 10.2, 10.3 and 10.5(a), failure or neglect of any Note Party to perform, keep or observe any term, provision, condition or covenant, contained in this Agreement or in any other Note Agreement which is not cured within thirty (30) days (or, in the case of Section 4.10, five (5) days) after the earlier of the date on which (i) a Responsible Officer of a Note Party becomes aware of such failure and (ii) notice thereof shall have been given to the Issuer by the Agent or any Purchaser;

10.6. Judgments . Any judgment or judgments are rendered against any Note Party for an aggregate amount in excess of the Threshold Amount or against all Note Parties for an aggregate amount in excess of the Threshold Amount and (a) enforcement proceedings shall have been commenced by a creditor upon such judgment, (b) there shall be any period of forty-five (45) consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, shall not be in effect, or (c) any such judgment results in the creation of a Lien upon any of the Collateral (other than a Permitted Encumbrance); provided,

however, that any such judgment shall not give rise to an Event of Default under this Section 10.6 for so long as (i) the amount of such judgment is covered by a valid and binding policy of insurance between the defendant and the insurer covering full payment thereof and (ii) such insurer has been notified, and has not disputed the claim made for payment, of the amount of such judgment, order, award or settlement;

10.7. Bankruptcy . Any Note Party or any Restricted Subsidiary of any Note Party shall (a) apply for, consent to or suffer the appointment of, or the taking of possession by, a receiver, custodian, trustee, liquidator or similar fiduciary of itself or of all or a substantial part of its property, (b) make a general assignment for the benefit of creditors, (c) commence a voluntary case under any state or federal bankruptcy laws (as now or hereafter in effect), (d) be adjudicated a bankrupt or insolvent, (e) file a petition seeking to take advantage of any other law providing for the relief of debtors, (f) acquiesce to, or fail to have dismissed, within forty-five (45) days, any petition filed against it in any involuntary case under such bankruptcy laws, or (g) take any action for the purpose of effecting any of the foregoing;

10.8. Inability to Pay . Any Note Party shall admit in writing its inability, or be generally unable, to pay its debts as they become due or cease operations of its present business;

10.9. [Reserved] .

10.10. Lien Priority . Any Lien created hereunder or provided for hereby or under any other Note Document for any reason (other than the failure of Agent to make required filings or take required actions based on accurate information timely provided by the Note Parties) ceases to be or is not a valid and perfected Lien having a first priority interest (other than, so long as the Revolving Credit Facility has not been terminated, in the Revolving Credit Priority Collateral, which shall have a second priority interest), which failure to be valid, perfected or having the priority required (x) involves Collateral with a fair market value in excess of $50,000 or (y) is not cured within five (5) Business Days after the earlier of the date on which (i) a Responsible Officer of a Note Party becomes aware of such failure and (ii) notice thereof shall have been given to the Issuer by the Agent or any Purchaser;

10.11. Cross Default . Any “event of default” under either (A) the Revolving Credit Facility or (B) to the extent having an aggregate outstanding principal amount in excess of the Threshold Amount, any other Indebtedness of any Note Party (Indebtedness under either clause (A) or (B), “ Subject Indebtedness ”), or any other event or circumstance which would permit the holder of such Subject Indebtedness to accelerate such Indebtedness (and/or the obligations of the Note Party thereunder) prior to the scheduled maturity or termination thereof, shall occur (regardless of whether the holder of such Subject Indebtedness shall actually accelerate, terminate or otherwise exercise any rights or remedies with respect to such Indebtedness), in any such case after giving effect to any applicable notice, grace or cure periods;

10.12. Termination of Guaranty . Termination (other than in accordance with the terms thereof) by any Guarantor of the Guaranty provided hereunder or under any other agreement executed and delivered to Agent or the Purchasers in connection with the Obligations of any Note Party, or if any Note Party attempts to terminate, challenges the validity of, or its liability under, any such Guaranty or other agreement;

10.13. Change of Ownership . Any Change of Control shall occur;

10.14. Invalidity . Any material provision of this Agreement or any other Note Document shall, for any reason, cease to be valid and binding on any Note Party (except in accordance with its terms), or any Note Party shall so claim in writing to Agent or any Purchaser; or

10.15. [RESERVED] .

10.16. [RESERVED] .

10.17. [RESERVED] .

10.18. Pension Plans . An event or condition specified in Section 7.15 hereof shall occur or exist with respect to any Plan and, as a result of such event or condition, together with all other such events or conditions, the Issuer or any member of the Controlled Group shall incur, a liability to a Plan or the PBGC (or both) which would have or be reasonably likely to have a Material Adverse Effect.

XI.	PURCHASERS’ RIGHTS AND REMEDIES AFTER DEFAULT.

11.1. Rights and Remedies .

(a) Upon the occurrence and during the continuance of: (i) an Event of Default pursuant to Section 10.7 all Obligations, including any Prepayment Premium applicable thereto, shall be immediately due and payable and this Agreement and the obligation of the Purchasers to purchase any further Notes shall be deemed terminated; (ii) any of the other Events of Default, at the option of the Required Purchasers, all Obligations, including any Prepayment Premium applicable thereto, shall be immediately due and payable and the Purchasers shall have the right to terminate this Agreement and to terminate the obligation of the Purchasers to purchase any further Notes; and (iii) without limiting Section 8.2 hereof, any Default under Section 10.7(f) hereof arising from a filing of a petition against any Note Party in any involuntary case under any state or federal bankruptcy laws, the obligation of the Purchasers to purchase Notes hereunder shall be suspended until such time as such involuntary petition shall be dismissed or an Event of Default under Section 10.7 shall occur. Upon the occurrence and during the continuance of any Event of Default, Agent and the Purchasers shall have the right to exercise any and all rights and remedies provided for herein, under the other Note Documents, under the Uniform Commercial Code and at law or equity generally, including the right to foreclose the security interests granted herein and to realize upon any Collateral by any available judicial procedure and/or to take possession of and sell any or all of the Collateral with or without judicial process; provided , that the Agent or the Required Purchasers must provide at least five (5) Business Days’ prior written notice to the Issuer after an Event of Default has occurred and is continuing before exercising any remedies with respect to the Equity Interests of the Note Parties (including, without limitation, voting rights). Upon the occurrence and during the continuance of any Event of Default, Agent and the Purchasers may enter any of any Note Party’s premises or other premises without legal process and without incurring liability to any Note Party therefor, and Agent or the Purchasers may thereupon, or at any time thereafter, in its discretion without notice or demand, take the Collateral and remove the same to such place as

Agent or Purchaser may deem advisable and Agent or the Required Purchasers may require the Note Parties to make the Collateral available to Agent at a convenient place. Upon the occurrence and during the continuance of any Event of Default, with or without having the Collateral at the time or place of sale, Agent may sell the Collateral, or any part thereof, at public or private sale, at any time or place, in one or more sales, at such price or prices, and upon such terms, either for cash, credit or future delivery, as Agent may elect. Except as to that part of the Collateral which is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Agent shall give the Note Parties reasonable notification of such sale or sales, it being agreed that in all events written notice mailed to the Issuer at least ten (10) days prior to such sale or sales is reasonable notification. At any public sale Agent or any Purchaser may bid for and become the purchaser, and Agent, any Purchaser or any other purchaser at any such sale thereafter shall hold the Collateral sold absolutely free from any claim or right of whatsoever kind, including any equity of redemption and all such claims, rights and equities are hereby expressly waived and released by each Note Party. In connection with the exercise of the foregoing remedies, including the sale of Inventory, at such time as Agent shall be lawfully entitled to exercise such remedies, and for no other purpose. Agent and the Purchasers are granted a perpetual nonrevocable, royalty free, nonexclusive license and Agent and the Purchasers are granted permission to use all of each Note Party’s (a) trademarks, trade styles, tradenames, patents, patent applications, copyrights, service marks, licenses, franchises and other proprietary rights which are used or useful in connection with Inventory for the purpose of marketing, advertising for sale and selling or otherwise disposing of such Inventory and (b) Equipment for the purpose of completing the manufacture of unfinished goods. The cash proceeds realized from the sale of any Collateral shall be applied to the Obligations in the order set forth in Section 11.6 hereof. Noncash proceeds will only be applied to the Obligations as they are converted into cash. If any deficiency shall arise, the Note Parties shall remain liable to Agent and Purchasers therefor.

(b) To the extent that Applicable Law imposes duties on Agent or the Purchasers to exercise remedies in a commercially reasonable manner, each Note Party acknowledges and agrees that it is not commercially unreasonable for Agent or any Purchaser: (i) to fail to incur expenses reasonably deemed significant by Agent or such Purchaser to prepare Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition; (ii) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of; (iii) to fail to exercise collection remedies against Customers or other Persons obligated on Collateral or to remove Liens on or any adverse claims against Collateral; (iv) to exercise collection remedies against Customers and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists; (v) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature; (vi) to contact other Persons, whether or not in the same business as any Note Party, for expressions of interest in acquiring all or any portion of such Collateral; (vii) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the Collateral is of a specialized nature; (viii) to dispose of Collateral by utilizing internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets; (ix) to dispose of assets in wholesale rather than retail markets; (x) to disclaim disposition

warranties, such as title, possession or quiet enjoyment, (xi) to purchase insurance or credit enhancements to insure Agent against risks of loss, collection or disposition of Collateral or to provide to Agent a guaranteed return from the collection or disposition of Collateral; or (xii) to the extent deemed appropriate by Agent or such Purchaser, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Agent or such Purchaser in the collection or disposition of any of the Collateral. Each Note Party acknowledges that the purpose of this Section 11.1(b) is to provide non-exhaustive indications of what actions or omissions by Agent or a Purchaser would not be commercially unreasonable in Agent’s or Purchaser’s exercise of remedies against the Collateral and that other actions or omissions by Agent or Purchaser shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 11.1(b). Without limitation upon the foregoing, nothing contained in this Section 11.1(b) shall be construed to grant any rights to any Note Party or to impose any duties on Agent or a Purchaser that would not have been granted or imposed by this Agreement or by Applicable Law in the absence of this Section 11.1(b).

11.2. Purchaser ’ s Discretion . The Required Purchasers shall have the right in their sole discretion to determine which rights, Liens, security interests or remedies Agent or the Purchasers may at any time pursue, relinquish, subordinate, or modify or to take any other action with respect thereto and such determination will not in any way modify or affect any of Agent’s or Purchaser’s rights hereunder.

11.3. Setoff . Subject to Section 14.2, in addition to any other rights which Agent or any Purchaser may have under Applicable Law, upon the occurrence and during the continuance of an Event of Default hereunder, Agent and such Purchaser shall have a right, immediately and without notice of any kind, to apply any Note Party’s property held by Agent and such Purchaser to reduce the Obligations.

11.4. Rights and Remedies not Exclusive . The enumeration of the foregoing rights and remedies is not intended to be exhaustive and the exercise of any rights or remedy shall not preclude the exercise of any other right or remedies provided for herein or otherwise provided by law, all of which shall be cumulative and not alternative.

11.5. Equity Cure Right . Notwithstanding the provisions of Section 10.5 or this Article XI to the contrary, any Original Owner or any of its Affiliates may, but shall not be obligated to, cure any potential Event of Default under Section 6.5 (such Event of Default, a “ Financial Covenant Default ”) by making a capital contribution into Holdings in the form of new cash equity contributions in an aggregate amount, in either case, equal to the amount that, when added to EBITDA on a dollar-for-dollar basis for the relevant testing period, would have caused the Issuer to be in full compliance with Section 6.5 for such testing period (each, an “ Equity Cure ”); provided that (a) such Equity Cure must be effected no later than 10 days after the delivery of the Compliance Certificate describing the applicable Financial Covenant Default (or the date on which such Compliance Certificate was required to have been delivered to the Purchasers), (b) no more than one (1) Equity Cure may be made in respect of any four-quarter fiscal period, (c) no more than two (2) Equity Cures may be made during the term of this Agreement; and (d) the amount of such Equity Cure may not exceed the aggregate amount necessary to cure the Financial Covenant Default. Upon the receipt by Holdings of each such Equity Cure, each such Financial Covenant Default shall be recalculated giving effect to the following pro forma adjustments:

(a) EBITDA shall be increased, solely for the purpose of determining the existence of an Event of Default under Section 6.5 (and not pro forma compliance with Section 6.5 required by any other provision of this Agreement), with respect to the relevant four-quarter fiscal period and all future four-quarter fiscal periods that includes the fiscal quarter in respect of which such Equity Cure was made; and

(b) if, after giving effect to the foregoing recalculations, the Issuer shall then be in compliance with the requirements of Section 6.5, the Issuer shall be deemed to have satisfied the requirements of Section 6.5 (solely for purposes of determining compliance with Section 6.5, and not pro forma compliance with Section 6.5 required by any other provision of this Agreement), with the same effect as though there had been no failure to comply therewith, and the Financial Covenant Default that had occurred shall be deemed not to have occurred for purposes of this Agreement and the other Note Documents.

11.6. Allocation of Payments After Event of Default . Notwithstanding any other provisions of this Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by Agent on account of the Obligations or any other amounts outstanding under any of the other Note Documents or in respect of the Collateral may, at Agent’s discretion, be paid over or delivered as follows:

SECOND, to payment of any fees owed to Agent;

THIRD, to the payment of all reasonable and documented out-of-pocket costs and expenses (including reasonable and documented attorneys’ fees, which shall be limited to one outside counsel and one local counsel in each relevant jurisdiction for all Purchasers) of each of the Purchasers to the extent owing to such Purchaser pursuant to the terms of this Agreement;

FOURTH, to the payment of all of the Obligations consisting of accrued fees and interest;

FIFTH, to the payment of the outstanding principal amount of the Obligations;

SIXTH, to all other Obligations (other than contingent indemnification obligations for which no claim has been asserted) and other obligations which shall have become due and payable under the other Note Documents or otherwise and not repaid pursuant to clauses “FIRST” through “FIFTH” above; and

SEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus.

In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and (ii) each of the Purchasers shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding principal amount of the Notes held by such Purchaser bears to the aggregate then outstanding principal amount of the Notes) of amounts available to be applied pursuant to clauses “FOURTH”, “FIFTH” and “SIXTH” above.

XII.	WAIVERS AND JUDICIAL PROCEEDINGS.

12.1. Waiver of Notice . Each Note Party hereby waives notice of non-payment of any of the Receivables, demand, presentment, protest and notice thereof with respect to any and all instruments, notice of acceptance hereof, notice of loans or advances made, credit extended, Collateral received or delivered, or any other action taken in reliance hereon, and all other demands and notices of any description, except such as are expressly provided for herein.

12.2. Delay . No delay or omission on Agent’s or any Purchaser’s part in exercising any right, remedy or option shall operate as a waiver of such or any other right, remedy or option or of any Default or Event of Default.

12.3. Jury Waiver . EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (A) ARISING UNDER THIS AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR (B) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE AND EACH PARTY HEREBY CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENTS OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

XIII.

EFFECTIVE DATE AND TERMINATION.

13.1. Term . This Agreement, which shall inure to the benefit of and shall be binding upon the respective successors and permitted assigns of each Note Party, the Agent and each Purchaser, shall become effective on the date hereof and shall continue in full force and effect until the Latest Maturity Date unless sooner terminated as herein provided.

of, concluded or liquidated. The security interests, Liens and rights granted to Agent and the Purchasers hereunder and the financing statements filed hereunder shall continue in full force and effect, notwithstanding the termination of this Agreement until all of the Obligations of the Note Parties have been paid in full. Accordingly, each Note Party waives any rights which it may have under the Uniform Commercial Code to demand the filing of termination statements with respect to the Collateral, and Agent shall not be required to send such termination statements to each Note Party, or to file them with any filing office, unless and until this Agreement shall have been terminated in accordance with its terms and all Obligations have been paid in full in immediately available funds. All representations, warranties, covenants, waivers and agreements contained herein shall survive termination hereof until all Obligations are paid in full.

XIV.	REGARDING AGENT.

14.1. Appointment . Each Purchaser hereby irrevocably designates and appoints U.S. Bank National Association to act as Agent for such Purchaser under this Agreement and the other Note Documents, and U.S. Bank National Association hereby accepts such appointment on the Closing Date subject to the terms hereof. Each Purchaser hereby irrevocably authorizes Agent, in such capacity, though its agents or employees, to take such actions on its behalf under the provisions of this Agreement and the other Note Documents and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of Agent by the terms hereof and thereof and such other actions and powers as are reasonably incidental thereto. Concurrently herewith, each Purchaser directs Agent and Agent is authorized to enter into the Note Documents and any other related agreements in the forms presented to such Agent. The provisions of this Article XIV are solely for the benefit of Agent and the Purchasers, and no Note Party shall have right as a third party beneficiary of any such provisions. Each Purchaser agrees that in any instance in which this Agreement provides that Agent’s consent may not be unreasonably withheld, provide for the exercise of Agent’s reasonable discretion, or provide to a similar effect, it shall not in its instructions (or, by refusing to provide instruction) to Agent withhold its consent or exercise its discretion in an unreasonable manner. It is expressly agreed and acknowledged that Agent is not guaranteeing performance of or assuming any liability for the obligations of the other parties hereto or any parties to the Collateral. Agent shall not have liability for any failure, inability or unwillingness on the part of any Note Party to provide accurate and complete information on a timely basis to Agent, or otherwise on the part of any such party to comply with the terms of this Agreement, and shall have no liability for any inaccuracy or error in the performance or observance on Agent’s part of any of its duties hereunder that is caused by or results from any such inaccurate, incomplete or untimely information received by it, or other failure on the part of any such other party to comply with the terms hereof. For purposes of clarity, phrases such as “satisfactory to the Agent,” “approved by Agent,” “acceptable to Agent,” “as determined by Agent,” “in Agent’s discretion,” “selected by the Agent,” “elected by Agent,” “requested by Agent,” and phrases of similar import (including, without limitation, any allocations to be determined by the Agent pursuant to Section 2.4(a) of the Intercreditor Agreement or any actions required of the Agent in connection with the collection, adjustment or settlement under an insurance policy pursuant to Section 2.5 of the Intercreditor Agreement) that authorize and permit Agent to approve, disapprove, determine, act or decline to act in its discretion shall be subject to Agent’s receiving written direction from the Required Purchasers to take such action or to exercise such rights. Nothing contained in this Agreement shall require Agent to exercise any discretionary acts.

14.2. Collateral . Agent shall hold all Collateral, payments of principal and interest, fees (except the fees set forth in Sections 3.2(b)), charges and collections (without giving effect to any collection days) received pursuant to this Agreement, for the ratable benefit of the Purchasers. Each party to this Agreement acknowledges and agrees that Agent may from time to time use one or more outside service providers for the tracking of all UCC financing statements (and/or other collateral related filings and registrations from time to time) required to be filed or recorded pursuant to the Note Documents and the notification to Agent, of, among other things, the upcoming lapse or expiration thereof, and that each of such service providers will be deemed to be acting at the request and on behalf of the Note Parties. Agent shall not be liable for any action taken or not taken by any such service provider.

Agent hereby disclaims any representation or warranty to the Purchasers concerning and shall have no responsibility to Purchasers for the existence, priority or perfection of the Liens and security interests granted hereunder or under any other Note Document or in the value of any of the Collateral and shall not be responsible or liable to the Purchasers for any failure to monitor or maintain any portion of the Collateral. Agent makes no representation as to the value, sufficiency or condition of the Collateral or any part thereof, as to the title of the Note Parties to the Collateral, as to the security afforded by this Agreement or any other Note Document. Agent shall not be responsible for insuring the Collateral or for the payment of taxes, charges, assessments or liens upon the Collateral. Agent shall not be responsible for the maintenance of the Collateral, except as expressly provided in the immediately following sentence when Agent has possession of the Collateral. Agent shall not have any duty to the Purchasers as to any Collateral in its possession or in the possession of someone under its control or in the possession or control of any agent or nominee of Agent or any income thereon or as to the preservation of rights against prior parties or any other rights pertaining thereto, except the duty to accord such of the Collateral as may be in its possession substantially the same care as it accords similar assets held for the benefit of third parties and the duty to account for monies received by it. Agent shall not be under an obligation independently to request or examine insurance coverage with respect to any Collateral. Agent shall not be liable for the acts or omissions of any bank, depositary bank, custodian, independent counsel of the Note Parties or any other party selected by Agent with reasonable care or selected by any other party hereto that may hold or possess Collateral or documents related to Collateral and Agent shall not be required to monitor the performance of any such Persons holding Collateral. For the avoidance of doubt, and notwithstanding anything contained in Section 10.10, Agent shall not be responsible to the Purchasers for the perfection of any Lien or for the filing, form, content or renewal of any UCC financing statements, fixture filings, mortgages, deeds of trust and such other documents or instruments, provided however that if instructed in writing by the Required Purchasers and at the expense of the Issuer, Agent shall arrange for the filing and continuation, of financing statements or other filing or recording documents or instruments for the perfection of security interests in the Collateral; provided , that, Agent shall not be responsible for the preparation, form, content, sufficiency or adequacy of any such financing statements all of which shall be provided in writing to Agent by the Required Purchasers including the jurisdictions and filing offices where Agent is required to file such financing statements.

In connection with the exercise of any rights or remedies in respect of, or foreclosure or realization upon, any real estate-related collateral pursuant to this Agreement or any other Note Document, Agent shall not be obligated to take title to or possession of real estate in its own name, or otherwise in a form or manner that may, in its reasonable judgment, expose it to liability. In the event that Agent deems that it may be considered an “owner or operator” under any environmental laws or otherwise cause Agent to incur, or be exposed to, any environmental liability or any liability under any other federal, state or local law, Agent reserves the right, instead of taking such action, either to resign as Agent subject to the terms and conditions of Section 14.4 or to arrange for the transfer of the title or control of the asset to a court appointed receiver. Agent will not be liable to any Person for any environmental liability or any environmental claims or contribution actions under any federal, state or local law, rule or regulation by reason of Agent’s actions and conduct as authorized, empowered and directed hereunder or relating to any kind of discharge or release or threatened discharge or release of any hazardous materials into the environment.

14.3. Nature of Duties and Exculpatory Provisions . Agent shall not have any duties or obligations except those expressly set forth in the Note Documents to which it is a party, and no implied covenants, duties, obligations or liabilities shall be read into this Agreement or any other Note Documents on the part of Agent. Without limiting the generality of the foregoing, (a) Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing and (b) except as expressly set forth in the Note Documents, Agent shall not have any duty to disclose or shall be liable for the failure to disclose any information relating to any Note Party or any of its Affiliates that is communicated to or obtained by Agent or any of its Affiliates in any capacity. As to any matters not expressly provided for by this Agreement (including collection of any promissory notes) or any matter that would require Agent to exercise any discretion hereunder or under any Note Document, Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Purchasers, and such instructions shall be binding; provided , however , that Agent shall not be required to take any action unless it is furnished with an indemnification satisfactory to Agent with respect thereto and Agent shall not be required to take any action which exposes Agent to liability or which is contrary to this Agreement or the other Note Documents or Applicable Law. Agent may at any time request instructions from the Purchasers with respect to any actions or approvals which by the terms of this Agreement or of any of the other Note Documents Agent is permitted or required to take or to grant. If Agent shall request any such instructions, Agent shall be entitled to refrain from such act or taking such action unless and until Agent shall have received instructions from the Required Purchasers, and Agent shall not incur liability to any Person by reason of so refraining. Without limiting the foregoing, the Purchasers shall not have any right of action whatsoever against Agent as a result of its acting or refraining from acting hereunder in accordance with the instructions of the Required Purchasers. Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Purchasers (or such other number or percentage of the Purchasers as shall be required by the express terms of this Agreement or the other Note Documents). Agent shall not have any liability for any failure, inability or unwillingness on the part of the Purchasers or any Note Party to provide accurate and complete information on a timely basis to Agent, or otherwise on the part of any such party to comply with the terms of this Agreement, and shall have no liability for any inaccuracy or error in the performance or

observance on Agent’s part of any of its duties hereunder that is caused by or results from any such inaccurate, incomplete or untimely information received by it, or other failure on the part of any such other party to comply with the terms hereof. Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default hereunder or under the other Note Documents, unless Agent has received written notice from a Purchaser or the Issuer referring to this Agreement or the other Note Documents, describing such Default or Event of Default and stating that such notice is a “notice of default”. In the event that Agent receives such a notice, Agent shall give notice thereof to the Purchasers. Agent shall take such action with respect to such Default or Event of Default as shall be reasonably directed by the Required Purchasers; provided, that, unless and until Agent shall have received such directions, Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable in the best interests of the Purchasers. No Agent shall be liable for any action taken in good faith and reasonably believed by it to be within the powers conferred upon it, or taken by it pursuant to any direction or instruction by which it is governed, or omitted to be taken by it by reason of the lack of direction or instruction required hereby for such action (including without limitation for refusing to exercise discretion or for withholding its consent in the absence of its receipt of, or resulting from a failure, delay or refusal on the part of any Purchaser to provide, written instruction to exercise such discretion or grant such consent from any such Purchaser, as applicable). Agent shall not be liable for any error of judgment made in good faith unless it shall be proven that Agent was grossly negligent in ascertaining the relevant facts. Nothing herein or in any other Note Document or related documents shall obligate Agent to advance, expend or risk its own funds, or to take any action which in its reasonable judgment may cause it to incur any expense or financial or other liability for which it is not indemnified to its satisfaction. Agent shall not be liable for any indirect, special, punitive or consequential damages (included but not limited to lost profits) whatsoever, even if it has been informed of the likelihood thereof and regardless of the form of action. Any permissive grant of power to Agent hereunder shall not be construed to be a duty to act. Before acting hereunder, Agent shall be entitled to request, receive and rely upon such certificates and opinions as it may reasonably determine appropriate with respect to the satisfaction of any specified circumstances or conditions precedent to such action. Agent shall not be responsible or liable for: (i) delays or failures in performance resulting from acts beyond its control, including but not limited to, acts of God, strikes, lockouts, riots, acts of war, epidemics, governmental regulations superimposed after the fact, fire, communication line failures, computer viruses, power failures, earthquakes or other disasters, the unavailability of communications or computer facilities, the failure of equipment or interruption of communications or computer facilities, or the unavailability of the Federal Reserve Bank wire or telex or other wire or communication facility, (ii) any delay, error omission or default of any mail, telegraph, cable or wireless agency or operator, or (iii) the acts or edicts of any government or governmental agency or other group or entity exercising governmental powers. Agent shall not be liable for interest on any money received by it. For the avoidance of doubt, Agent’s rights, protections, indemnities and immunities provided herein shall apply to Agent for any actions taken or omitted to be taken under any Note Documents and any other related agreements in any of their capacities. The Agent may act through its third party attorneys, custodians, nominees and agents (as opposed to employees of the Agent) and shall not be responsible for the bad faith, willful misconduct or gross negligence of any such third party agents, custodians, nominees or attorneys appointed with due care. The Agent shall not be required to take any action under this Agreement, the other

Note Documents or any related document if taking such action (A) would subject the Agent to a tax in any jurisdiction where it is not then subject to a tax, or (B) would require the Agent to qualify to do business in any jurisdiction where it is not then so qualified. Agent shall not be deemed to have knowledge or notice of the designation of any Purchaser as a “Defaulting Purchaser” hereunder unless Agent has received written notice from the Issuer referring to this Agreement and notifying Agent of the identity and designation of such Purchaser as a “Defaulting Purchaser”, which Agent may conclusively rely upon without incurring liability therefor, and absent receipt of such notice from the Issuer, Agent may conclusively assume that no Purchaser under this Agreement has been designated as a “Defaulting Purchaser”.

14.4. Lack of Reliance on Agent and Resignation . Each Purchaser acknowledges that it has, independently and without reliance upon Agent or any other Purchaser or any of their respective Affiliates and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Purchaser also acknowledges that it will, independently and without reliance upon Agent or any other Purchaser or any of their respective Affiliates and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Note Document or related agreement or any document furnished hereunder or thereunder. Agent shall not be responsible to any Purchaser for any recitals, statements, information, representations or warranties herein or in any agreement, document, certificate or a statement delivered in connection with or for the execution, effectiveness, genuineness, validity, enforceability, collectability, sufficiency or value of this Agreement or any other Note Document or any other instrument or document furnished pursuant hereto or thereto, or of the financial condition of any Note Party, or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement, the other Note Documents or the financial condition of any Note Party, or the existence of any Event of Default or any Default.

Agent may resign on thirty (30) days’ written notice to each of the Purchasers and Issuer and upon such resignation, the Required Purchasers will promptly designate a successor Agent.

Any such successor Agent shall succeed to the rights, powers and duties of Agent, and the term “Agent” shall mean such successor agent effective upon its appointment, and the former Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Agent. After Agent’s resignation as Agent, the provisions of this Article XIV shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor shall have been so appointed by the Required Purchasers and shall have accepted such appointment within 30 days after Agent gives notice of its resignation, then Agent may, on behalf of the Purchasers, appoint a successor Agent, with the consent of the Issuer (such consent not to be unreasonably withheld, delayed or conditioned and not required if a Default or Event of Default shall have occurred and be continuing), which successor shall be a commercial banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, in each case, having combined capital and surplus of at least $100,000,000; provided that if Agent is unable to find a commercial banking institution that is willing to accept such appointment and which meets the qualifications set forth above, Agent’s resignation shall nevertheless thereupon become effective (except that in the case of any Collateral held by Agent

on behalf of the Purchasers under any of the Note Documents, the Agent shall continue to hold such collateral security until such time as a successor Agent is appointed), and the Required Purchasers shall assume and perform all of the duties of Agent under the Note Documents until such time, if any, as the Required Purchasers appoint a successor Agent.

Upon the acceptance of its appointment as an Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring (or retired) Agent shall be discharged from its duties and obligations under the Note Documents. The fees payable by the Issuer to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Issuer and such successor. After Agent’s resignation hereunder, the provisions of this Article XIV shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Affiliates in respect of any actions taken or omitted to be taken by any of them while it was acting as Agent.

14.5. Reliance . Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent, or otherwise authenticated by a proper person. In determining compliance with any condition hereunder to the issuance of a Note that by its terms must be fulfilled to the satisfaction of a Purchaser, Agent may presume that such condition is satisfactory to such Purchaser unless Agent shall have received written notice to the contrary from such Purchaser prior to the issuance of such Note. Agent may consult with legal counsel (who may be counsel for the Note Parties), independent accountants, experts and other advisors selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants, experts or advisors. Neither Agent nor any of its respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any of the other Note Documents, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, Agent: (i) makes no warranty or representation to any Purchaser or any other Person and shall not be responsible to any Purchaser or any Person for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Note Documents; (ii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, the other Note Documents or any related documents on the part of the Note Parties or any other Person or to inspect the property (including the books and records) of the Note Parties; (iii) shall not be responsible to any Purchaser or any other Person for the due execution, legality, validity, enforceability, genuineness, sufficiency, ownership, transferability or value of any Collateral, this Agreement, the other Note Documents, any related document or any other instrument or document furnished pursuant hereto or thereto; and (iv) shall incur no liability under or in respect of this Agreement or any other Note Document by relying on, acting upon (or by refraining from action in reliance on) any notice, consent, certificate, instruction or waiver, report, statement, opinion, direction or other instrument or writing (which may be delivered by telecopier, email, cable or telex, if acceptable to it) believed by it to be genuine and believe by it to be signed or sent by the proper party or parties. Agent shall not have any liability to the Note Parties or any Purchaser or any other Person for the Note Parties’ or any Purchaser’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Note Document.

14.6. Indemnification . To the extent Agent is not reimbursed and indemnified by the Note Parties, each Purchaser will reimburse and indemnify Agent in proportion to its respective portion of the outstanding principal amount of the Notes, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Agent in performing its duties hereunder, or in any way relating to or arising out of this Agreement or any other Note Document; provided that, Purchasers shall not be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from Agent’s gross (not mere) negligence or willful misconduct (as determined by a court of competent jurisdiction in a final non-appealable judgment). The indemnities contained in this Section 14.6 shall survive the resignation or removal of the Agent and the termination of this Agreement and the other Note Documents.

14.7. Delivery of Documents . To the extent Agent receives financial statements required under Sections 9.6, 9.7, 9.8, 9.11 and 9.12 from the Issuer or any other Note Party pursuant to the terms of this Agreement which the Issuer or any other Note Party is not obligated to deliver to each Purchaser, Agent will promptly furnish such documents and information to the Purchasers.

14.8. No Reliance on Agent ’ s Customer Identification Program . Each Purchaser acknowledges and agrees that neither such Purchaser, nor any of its Affiliates, participants or assignees, may rely on Agent to carry out such Purchaser’s, Affiliate’s, participant’s or assignee’s customer identification program, or other obligations required or imposed under or pursuant to the USA PATRIOT Act or the regulations thereunder, including the regulations contained in 31 CFR 103.121 (as hereafter amended or replaced, the “ CIP Regulations ”), or any other Anti-Terrorism Law, including any programs involving any of the following items relating to or in connection with any Note Party, its Affiliates or its agents, this Agreement, the other Note Documents or the transactions hereunder or contemplated hereby: (a) any identity verification procedures, (b) any record-keeping, (c) comparisons with government lists, (d) customer notices or (e) other procedures required under the CIP Regulations or such other laws.

14.9. Agent May File Proof of Claim . In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Note Party, Agent (irrespective of whether the principal of any Note shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether Agent shall have made any demand on the Issuer) shall be entitled and empowered, by intervention in such proceeding or otherwise:

(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Notes and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Purchasers and Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Purchasers and Agent and their respective agents and counsel and all other amounts due the Purchasers and Agent under the Note Documents) allowed in such judicial proceeding; and

(b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Purchaser to make such payments to Agent and, in the event that Agent shall consent to the making of such payments directly to the Purchasers, to pay to Agent any amount due for the reasonable compensation, expenses, disbursements and advances of Agent and its respective agents and counsel, and any other amounts due Agent under the Note Documents.

XV.

GUARANTY.

15.1. Guarantee of Obligations . Each Guarantor unconditionally guarantees that the Obligations will be performed and paid in full in cash when due and payable, whether at the stated or accelerated maturity thereof or otherwise, this guarantee being a guarantee of payment and not of collectability and being absolute and in no way conditional or contingent (the “ Guarantee ”). In the event any part of the Obligations shall not have been so paid in full when due and payable, each Guarantor will, immediately upon notice by the Agent or, without notice, immediately upon the occurrence of an Event of Default under Section 10.7, pay or cause to be paid to Agent for the account of each Purchaser in accordance with the Purchaser’s proportionate share of such Obligations which are then due and payable and unpaid. The obligations of each Guarantor hereunder shall not be affected by the invalidity, unenforceability or irrecoverability of any of the Obligations as against the Issuer, any other Note Party, any other guarantor thereof or any other Person. For purposes hereof, the Obligations shall be due and payable when and as the same shall be due and payable under the terms of this Agreement or any other Note Document notwithstanding the fact that the collection or enforcement thereof may be stayed or enjoined under Debtor Relief Laws or other Applicable Law.

15.2. Continuing Obligation . Each Guarantor acknowledges that the Purchasers have entered into this Agreement (and, to the extent that the Purchasers or the Agent may enter into any future Note Document, will have entered into such agreement) in reliance on this Article XV being a continuing irrevocable agreement, and such Guarantor agrees that its guarantee may not be revoked in whole or in part. The obligations of the Guarantors hereunder shall terminate when all of the Obligations have been paid in full in cash and discharged; provided , however , that:

(a) if a claim is made upon the Purchasers at any time for repayment or recovery of any amounts or any property received by the Purchasers from any source on account of any of the Obligations and the Purchasers repay or return any amounts or property so received (including interest thereon to the extent required to be paid by the Purchasers); or

(b) if the Purchasers become liable for any part of such claim by reason of (i) any judgment or order of any court or administrative authority having competent jurisdiction, or (ii) any settlement or compromise of any such claim,

(c) then in either case the Guarantors shall remain liable under this Agreement for the amounts so repaid or property so returned or the amounts for which the Purchasers become liable (such amounts being deemed part of the Obligations) to the same extent as if such amounts or property had never been received by the Purchasers, notwithstanding any termination hereof or the cancellation of any instrument or agreement evidencing any of the Obligations. Not later than five days after receipt of notice from Agent or the Required Purchasers, the Guarantors shall pay to the Agent, for the benefit of the Purchasers, an amount equal to the amount of such repayment or return for which the Purchasers have so become liable. Payments hereunder by a Guarantor may be required by Agent on any number of occasions.

15.3. Waivers with Respect to Obligations . Except to the extent expressly required by this Agreement or any other Note Document, each Guarantor waives, to the fullest extent permitted by the provisions of applicable law, all of the following (including all defenses, counterclaims and other rights of any nature based upon any of the following):

(a) presentment, demand for payment and protest of nonpayment of any of the Obligations, and notice of protest, dishonor or nonperformance;

(b) notice of acceptance of this guarantee and notice that the Notes have been sold by the Issuer hereunder in reliance on such Guarantor’s guarantee of the Obligations;

(c) notice of any Default or of any inability to enforce performance of the obligations of the Issuer or any other Person with respect to any Note Document or notice of any acceleration of maturity of any Obligations;

(d) demand for performance or observance of, and any enforcement of any provision of this Agreement, the Obligations or any other Note Document or any pursuit or exhaustion of rights or remedies with respect to any Collateral or against the Issuer or any other Agent or any Purchaser in connection with any of the foregoing;

(e) any act or omission on the part of Agent or any Purchaser which may impair or prejudice the rights of such Guarantor, including rights to obtain subrogation, exoneration, contribution, indemnification or any other reimbursement from the Issuer or any other Person, or otherwise operate as a deemed release or discharge;

(f) failure or delay to perfect or continue the perfection of any security interest in any Collateral or any other action which harms or impairs the value of, or any failure to preserve or protect the value of, any Collateral;

(g) any statute of limitations or any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than the obligation of the principal;

(h) any “single action” or “antideficiency” law which would otherwise prevent any Purchaser from bringing any action, including any claim for a deficiency, against such Guarantor before or after Agent’s or the Purchasers’ commencement or completion of any foreclosure action, whether judicially, by exercise of power of sale or otherwise, or any other law which would otherwise require any election of remedies by Agent or any Purchaser;

(i) all demands and notices of every kind with respect to the foregoing; and

(j) to the extent not referred to above, all defenses (other than payment) which the Issuer may now or hereafter have to the payment of the Obligations, together with all suretyship defenses, which could otherwise be asserted by such Guarantor.

15.4. Purchasers ’ Power to Waive, etc . Notwithstanding anything to the contrary herein, with respect to this Article XV, each Guarantor grants to Agent and each of the Purchasers full power in their discretion, without notice to or consent of such Guarantor, such notice and consent being expressly waived to the fullest extent permitted by applicable law, and without in any way affecting the liability of such Guarantor under its guarantee hereunder:

(a) To waive compliance with, and any Default under, and to consent to any amendment to or modification or termination of any provision of, or to give any waiver in respect of, this Agreement, any other Note Document, the Collateral, the Obligations or any guarantee thereof (each as from time to time in effect);

(b) To grant any extensions of the Obligations (for any duration), and any other indulgence with respect thereto, and to effect any total or partial release (by operation of law or otherwise), discharge, compromise or settlement with respect to the obligations of the Note Parties or any other Person in respect of the Obligations, whether or not rights against such Guarantor under this Agreement are reserved in connection therewith;

(c) To take security in any form for the Obligations, and to consent to the addition to or the substitution, exchange, release or other disposition of, or to deal in any other manner with, any part of any property contained in the Collateral whether or not the property, if any, received upon the exercise of such power shall be of a character or value the same as or different from the character or value of any property disposed of, and to obtain, modify or release any present or future guarantees of the Obligations and to proceed against any of the Collateral or such guarantees in any order;

(d) To collect or liquidate or realize upon any of the Obligations or the Collateral in any manner or to refrain from collecting or liquidating or realizing upon any of the Obligations or the Collateral; and

(e) To extend additional credit, if any, under this Agreement, any other Note Document or otherwise in such amount as the Purchasers may determine, including increasing the amount of credit and the interest rate and fees with respect thereto, even though the condition of the Note Parties (financial or otherwise, on an individual or consolidated basis) may have deteriorated since the date hereof.

the part of Agent or any Purchaser to disclose to such Guarantor any matter related to the business, operations, character, collateral, credit, condition (financial or otherwise), income or prospects of the Issuer and its Affiliates or their properties or management, whether now or hereafter known by Agent or any Purchaser. Each Guarantor represents, warrants and agrees that it assumes sole responsibility for obtaining from the Issuer all information concerning this Agreement and all other Note Documents and all other information as to the Issuer and its Affiliates or their properties or management as such Guarantor deems necessary or desirable.

15.6. Certain Guarantor Representations . Each Guarantor represents that:

(a) it is in its best interest and in pursuit of the purposes for which it was organized as an integral part of the business conducted and proposed to be conducted by the Issuer and its Subsidiaries, and reasonably necessary and convenient in connection with the conduct of the business conducted and proposed to be conducted by them, to induce the Purchasers to enter into this Agreement and to purchase the Notes from the Issuer by making the Guarantee contemplated by this Article XV ;

(b) the proceeds from the sale of the Notes will directly or indirectly inure to its benefit;

(c) by virtue of the foregoing it is receiving at least reasonably equivalent value from the Purchasers for its Guarantee;

(d) it will not be rendered insolvent as a result of entering into this Agreement after taking into account its respective contribution rights under Section 15.9;

(e) after giving effect to the transactions contemplated by this Agreement and the other Note Documents, it will have assets having a fair saleable value in excess of the amount required to pay its probable liability on its existing debts as such debts become absolute and matured;

(f) it has, and will have, access to adequate capital for the conduct of its business;

(g) it has the ability to pay its debts from time to time incurred in connection therewith as such debts mature; and

(h) it has been advised that the Purchasers are unwilling to enter into this Agreement unless the Guarantee contemplated by this Article XV is given by it.

15.7. Subrogation . Each Guarantor agrees that, until the Obligations are paid in full, it will not exercise any right of reimbursement, subrogation, contribution, offset or other claims against the Issuer or any other Note Party arising by contract or operation of law in connection with any payment made or required to be made by such Guarantor under this Agreement or any other Note Document. After the payment in full of the Obligations, each Guarantor shall be entitled to exercise against the Issuer and the other Note Parties all such rights of reimbursement, subrogation, contribution and offset, and all such other claims, to the fullest extent permitted by law.

15.8. Subordination . Each Guarantor covenants and agrees that all Indebtedness, claims and liabilities now or hereafter owing by the Issuer or any other Note Party to such Guarantor, whether arising hereunder or otherwise, are subordinated to the prior payment in full of the Obligations and are so subordinated as a claim against such Note Party or any of its assets, whether such claim be in the ordinary course of business or in the event of voluntary or involuntary liquidation, dissolution, insolvency or bankruptcy, so that no payment with respect to any such Indebtedness, claim or liability will be made or received while any Event of Default exists. If, notwithstanding the foregoing, any payment with respect to any such Indebtedness, claim or liability is received by any Guarantor in contravention of this Agreement, such payment shall be held in trust for the benefit of Agent and the Purchasers and promptly turned over to it in the original form received by such Guarantor.

15.9. Contribution Among Guarantors . The Guarantors agree that, as among themselves in their capacity as guarantors of the Obligations, the ultimate responsibility for repayment of the Obligations, in the event that the Issuer fails to pay when due its Obligations, shall be equitably apportioned, to the extent consistent with the Note Documents, among the respective Guarantors (a) in the proportion that each, in its capacity as a guarantor, has benefited from the proceeds resulting from the sale of the Notes by the Issuer under this Agreement, or (b) if such equitable apportionment cannot reasonably be determined or agreed upon among the affected Guarantors, in proportion to their respective net worths determined on or about the date hereof (or such later date as such Guarantor becomes party hereto). In the event that any Guarantor, in its capacity as a guarantor, pays an amount with respect to the Obligations in excess of its proportionate share as set forth in this Section 15.9 each other Guarantor shall, to the extent consistent with the Note Documents, make a contribution payment to such Guarantor in an amount such that the aggregate amount paid by each Guarantor reflects its proportionate share of the Obligations. In the event of any default by any Guarantor under this Section 15.9 each other Guarantor will bear, to the extent consistent with the Note Documents, its proportionate share of the defaulting Guarantor’s obligation under this Section 15.9. This Section 15.9 is intended to set forth only the rights and obligations of the Guarantors among themselves and shall not in any way affect the obligations of any Guarantor to Agent or any Purchaser under the Note Documents (which obligations shall at all times constitute the joint and several obligations of all the Guarantors).

XVI.	MISCELLANEOUS.

be deemed completed five (5) days after the same shall have been so deposited in the mails of the United States of America, or, at Agent’s option, by service upon the Issuer which each Note Party irrevocably appoints as such Note Party’s agent for the purpose of accepting service within the State of New York. Nothing herein shall affect the right to serve process in any manner permitted by law or shall limit the right of Agent or any Purchaser to bring proceedings against any Note Party in the courts of any other jurisdiction. Each Note Party waives any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. Each Note Party waives the right to remove any judicial proceeding brought against such Note Party in any state court to any federal court. Any judicial proceeding by any Note Party against Agent or any Purchaser involving, directly or indirectly, any matter or claim in any way arising out of, related to or connected with this Agreement or any related agreement, shall be brought only in a federal or state court located in the City of New York, Borough of Manhattan, County of New York, State of New York.

16.2. Entire Understanding .

(a) This Agreement and the documents executed concurrently herewith contain the entire understanding between each Note Party, Agent and each Purchaser and supersedes all prior agreements and understandings, if any, relating to the subject matter hereof. Any promises, representations, warranties or guarantees not herein contained and hereinafter made shall have no force and effect unless in writing, signed by each of the Issuer’s, Agent’s and each Purchaser’s respective officers. Neither this Agreement nor any portion or provisions hereof may be changed, modified, amended, waived, supplemented, discharged, cancelled or terminated orally or by any course of dealing, or in any manner other than by an agreement in writing and in accordance with this Agreement. Each Note Party acknowledges that it has been advised by counsel in connection with the execution of this Agreement and the other Note Documents and is not relying upon oral representations or statements inconsistent with the terms and provisions of this Agreement.

(b) The Required Purchasers (or the Agent with the consent in writing of the Required Purchasers) and Issuer may, subject to the provisions of this Section 16.2(b), from time to time enter into written supplemental agreements to this Agreement or the other Note Documents executed by the Note Parties, for the purpose of adding or deleting any provisions or otherwise changing, varying or waiving in any manner the rights of the Purchasers, Agent or the Note Parties thereunder or the conditions, provisions or terms thereof or waiving any Event of Default thereunder, but only to the extent specified in such written agreements; provided, however, that no such supplemental agreement shall be effective if the effect would:

(i) increase the maximum dollar commitment of any Purchaser unless consented to in writing by such Purchaser;

(ii) extend the maturity of any Note or the due date for any amount payable hereunder, or decrease the rate of interest or reduce any fee payable hereunder or under any other Note Document, in each case, unless consented to in writing by each Purchaser directly and adversely affected thereby;

(iii) alter the definition of the term Required Purchasers or alter, amend or modify this Section 16.2(b) unless consented to in writing by each Purchaser;

(iv) in each case, other than in connection with a transaction permitted under Section 7.1, (i) release all or substantially all of the Collateral in any transaction or series of related transactions, unless consented to in writing by each Purchaser or (ii) release all or substantially all of the aggregate value of the Guarantee, unless consented to in writing by each Purchaser;

(v) change the rights and duties of the Agent, or adversely affect the rights, duties, liabilities or indemnities of the Agent, unless consented to in writing by the Required Purchasers and Agent;

Any such supplemental agreement shall apply equally to each Purchaser and shall be binding upon the Note Parties, the Purchasers and Agent and all future holders of the Obligations. In the case of any waiver, the Note Parties, Agent and Purchasers shall be restored to their former positions and rights, and any Event of Default waived shall be deemed to be cured and not continuing, but no waiver of a specific Event of Default shall extend to any subsequent Event of Default (whether or not the subsequent Event of Default is the same as the Event of Default which was waived), or impair any right consequent thereon.

Notwithstanding anything to the contrary herein, no Defaulting Purchaser shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Purchasers or each affected Purchaser may be effected with the consent of the applicable Purchasers other than Defaulting Purchasers), except that (x) the Commitment of any such Defaulting Purchaser may not be increased or extended without the consent of such Purchaser, (y) any waiver, amendment or modification requiring the consent of all Purchasers or each affected Purchaser that by its terms materially and adversely affects any Defaulting Purchaser to a greater extent than any other affected Purchaser shall require the consent of such Defaulting Purchaser and (x) the consent of any Defaulting Purchaser shall be required in respect of any amendments referred to in clauses (i) through (iii) of Section 16.2.

the provisions of Section 16.3(c) and (2) such Non-Consenting Purchaser shall have received payment of an amount equal to the applicable outstanding principal of its Notes, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Note Documents (including the full amount of the Prepayment Premium, if any, under Section 2.4(b)) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Issuer (to the extent amounts are due and owing to the Non-Consenting Purchaser in excess of amounts due from the assignee). A Non-Consenting Purchaser shall not be required to consummate any such sale or delegation if, prior thereto, as a result of a waiver by such Non-Consenting Purchaser or otherwise, the circumstances entitling the Issuer to require such sale and delegation cease to apply. If any Non-Consenting Purchaser shall refuse or fail to execute and deliver any Assignment and Assumption required pursuant to Section 16.3 within ten (10) Business Days of any request therefor by the Agent, the Issuer or any Purchaser, the Non-Consenting Purchaser shall automatically be deemed to have executed and delivered such Assignment and Assumption.

16.3. Successors and Assigns; Participations; New Purchasers .

(a) This Agreement shall be binding upon and inure to the benefit of the Note Parties, Agent, each Purchaser, all future holders of the Obligations and their respective successors and assigns, except that no Note Party may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of each Purchaser. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby and, to the extent expressly contemplated hereby, Affiliates of the Purchasers) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) Each Note Party acknowledges that one or more Purchasers may at any time and from time to time sell, assign or transfer one or more participating interests in the Notes to other financial institutions (each such transferee or purchaser of a participating interest, a “ Participant ”). No Participant, other than an Affiliate of the Purchaser granting such participation, shall be entitled to require such Purchaser to take or omit to take any action hereunder except with respect to any amendment, modification or waiver that would (i) extend the scheduled maturity of any Note in which such Participant is participating, or reduce the rate or extend the time of payment of interest or fees thereon (except in connection with a waiver of applicability of any post-Default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the Participant’s participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default shall not constitute a change in the terms of such participation, and that an increase in the principal amount of any Note shall be permitted without the consent of any Participant if the Participant’s participation is not increased as a result thereof), or (ii) consent to the release of all or substantially all of the value of the Guarantee, or all or substantially all of the Collateral. The Issuer agrees that each Participant shall be entitled to the benefits of Sections 3.10 hereof to the same extent as if it were a Purchaser and had acquired its interest by assignment pursuant to paragraph (c) of this Section 16.3, and that each Participant may exercise all rights of payment (including rights of set-off) with respect to the portion of such Notes held by it or other Obligations payable hereunder as fully as if such Participant were the direct holder thereof provided that the Issuer shall not be required to pay to any Participant more than the amount which it would have been required to

pay to Purchaser which granted an interest in its Notes or other Obligations payable hereunder to such Participant had such Purchaser retained such interest in the Notes hereunder or other Obligations payable hereunder (unless the sale of the participation to such Participant is made with the Issuer’s prior written consent), and in no event shall the Issuer be required to pay any such amount arising from the same circumstances and with respect to the same Notes or other Obligations payable hereunder to both such Purchaser and such Participant. Each Purchaser that sells a participation, acting solely for this purpose as an agent of the Issuer, shall maintain a register on which it records the name and address of each Participant and the principal amounts of each Participant’s interest in the Notes (each, a “ Participant Register ”). The entries in the Participant Register shall be conclusive absent manifest error, and the Issuer shall treat each Person whose name is recorded in the Participant Register pursuant to the terms hereof as the holder of such Notes for all purposes of this Agreement, notwithstanding any notice to the contrary. Each Note Party hereby grants to any Participant a continuing security interest in any deposits, moneys or other property actually or constructively held by such Note Party as security for the Participant’s interest in the Notes. In connection with any participation contemplated hereby (A) such Purchaser’s obligations under this Agreement and the other Note Documents shall remain unchanged, (B) such Purchaser shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Note Parties, the Agent and the other Purchasers shall continue to deal solely and directly with such Purchaser in connection with such Purchaser’s rights and obligations under this Agreement and the other Note Documents. Any agreement or instrument pursuant to which a Purchaser sells such a participation shall provide that such Purchaser shall retain the sole right to enforce this Agreement and the other Note Documents and, except for the rights of a Participant set forth in this Section 16.3(b), to approve any amendment, modification or waiver of any provision of this Agreement and the other Note Documents. Notwithstanding anything to the contrary contained herein, no Purchaser shall be permitted to effect any sale, assignment or transfer of any rights or obligations under or relating to the Notes or any of its Commitments if, as a result of such sale, assignment or transfer, any Note Party would be required to become a reporting company under the Exchange Act. Any transfer in violation of the foregoing will be void ab initio .

and/or Commitments unless it shall have objected thereto by written notice to the assigning Purchaser within ten (10) days after having received notice thereof. Such sale, assignment, or transfer shall be effected pursuant to an Assignment and Assumption, executed by a new Purchaser, the transferor Purchaser, and Agent and delivered to Agent for recording. Upon such execution, delivery, acceptance and recording, from and after the transfer effective date determined pursuant to such Assignment and Assumption, (i) new Purchaser thereunder shall be a party hereto and, to the extent provided in such Assignment and Assumption, have the rights and obligations of a Purchaser under this Agreement, and (ii) the transferor Purchaser thereunder shall, to the extent provided in such Assignment and Assumption, be released from its obligations under this Agreement, the Assignment and Assumption creating a novation for that purpose. Such Assignment and Assumption shall be deemed to amend this Agreement to the extent, and only to the extent, necessary to reflect the addition of such new Purchaser and the resulting adjustment of the Commitments arising from the purchase by such new Purchaser of all or a portion of the rights and obligations of such transferor Purchaser under this Agreement and the other Note Documents. The Issuer consents to the addition of such new Purchaser and the resulting adjustment of the rights and obligations of the Purchasers arising from the purchase by such new Purchaser of all or a portion of the rights and obligations of such transferor Purchaser under this Agreement and the other Note Documents made in compliance with this Section 16.3(c). Upon the reasonable request of the Issuer, such new Purchaser shall deliver customary certificates confirming the representations and warranties of such new Purchaser pursuant to Article XVII hereof. Notwithstanding anything to the contrary contained herein, no Purchaser shall be permitted to effect any sale, assignment or transfer of any rights or obligations under or relating to its Notes or its Commitments if, as a result of such sale, assignment or transfer, any Note Party would be required to become a reporting company under the Exchange Act. Any transfer in violation of the foregoing will be void ab initio .

(d) Any Purchaser may at any time assign all or a portion of its rights and obligations with respect to Notes under this Agreement to the indirect holders of the Equity Interests of Holdings and their respective Affiliates (other than the Note Parties and their Subsidiaries) (in such capacity, the “ Affiliated Purchasers ” and each, an “ Affiliated Purchaser ”), through (x) Dutch auctions or other offers to purchase open to all Purchasers on a pro rata basis or (y) open market purchase on a non-pro rata basis, in each case subject to the following limitations:

(i) the assigning Purchaser and the Affiliated Purchaser purchasing such Purchaser’s Term Notes shall execute and deliver to Agent and the other Purchasers an assignment agreement substantially in the form of Exhibit 16.3(d)(A) hereto (an “ Affiliated Purchaser Assignment and Assumption ”);

(ii) Affiliated Purchasers will not receive information provided solely to Purchasers by Agent or any Purchaser and will not be permitted to attend or participate in conference calls or meetings attended solely by the Purchasers and Agent, other than the right to receive notices of prepayments and other administrative notices in respect of its Notes or Commitments required to be delivered to Purchasers pursuant to Article II;

(iii) For purposes of determining whether the “Required Purchasers” have consented to (or not consented to) any amendment, waiver or modification of this

Agreement or the other Note Documents, or any plan of reorganization that does not in each case adversely affect the Affiliated Purchasers (solely in their capacity as Purchasers of Notes) as compared to other affected Purchasers of Notes, such Affiliated Purchasers shall be deemed to have voted in the same proportion as non-Affiliated Purchasers voting on such matter;

(iv) each Affiliated Purchaser that purchases any Notes shall represent and warrant to the selling Purchaser and Agent (other than any other Affiliated Purchaser), or shall make a statement that such representation cannot be made, that it does not possess material non-public information with respect to Holdings and its Subsidiaries or the securities of any of them that has not been disclosed to the Purchasers generally (other than Purchasers who elect not to receive such information);

(v) the aggregate principal amount of Notes held at any one time by Affiliated Purchasers shall not exceed 25% of the original principal amount of all Notes at such time outstanding; (such percentage, the “ Affiliated Purchaser Cap ”) ; provided that to the extent any assignment to an Affiliated Purchaser would result in the aggregate principal amount of all Notes held by Affiliated Purchasers exceeding the Affiliated Purchaser Cap, the assignment of such excess amount will be void ab initio ; and

(vi) as a condition to each assignment pursuant to this clause (d), Agent, the other Purchasers and the Issuer shall have been provided a notice in the form of Exhibit 16.3(d)(B) to this Agreement in connection with each assignment to an Affiliated Purchaser or a Person that upon effectiveness of such assignment would constitute an Affiliated Purchaser pursuant to which such Affiliated Purchaser shall waive any right to bring any action in connection with such Notes against Agent, in its capacity as such.

Each Affiliated Purchaser agrees to notify Agent and the other Purchasers promptly (and in any event within ten (10) Business Days) if it acquires any Person who is also a Purchaser, and each Purchaser agrees to notify Agent and the other Purchasers promptly (and in any event within ten (10) Business Days) if it becomes an Affiliated Purchaser. Such notice shall contain the type of information required and be delivered to the same addressee as set forth in Exhibit 16.3(d)(B) .

Notwithstanding anything to the contrary contained herein, any Affiliated Purchaser that has purchased Notes pursuant to this subsection (d) may, in their sole discretion, contribute, directly or indirectly, principal amount of such Notes, plus all accrued and unpaid interest thereon, to the Issuer for the purpose of cancelling and extinguishing such Term Notes. Upon the date of such contribution, assignment or transfer, (x) the aggregate outstanding principal amount of Notes shall reflect such cancellation and extinguishing of the Notes then held by the Issuer and (y) the Issuer shall promptly provide notice to Agent of such contribution of such Notes and the Issuer, upon receipt of such notice, shall reflect the cancellation of the applicable Notes in the Register.

basis; provided that (i) the principal amount of such Notes, along with all accrued and unpaid interest thereon, so assigned or transferred to the Issuer shall be deemed automatically cancelled and extinguished on the date of such assignment or transfer, (ii) the aggregate outstanding principal amount of Notes of the remaining Purchasers shall reflect such cancellation and extinguishing of the Notes then held by the Issuer and (iii) the Issuer shall promptly provide notice to Agent and the Purchasers of such assignment, transfer and cancellation of such Notes, and the Issuer shall reflect the cancellation of the applicable Notes in the Register.

(f) (i) Each Note Party authorizes each Purchaser to disclose to any prospective purchaser any and all financial information in such Purchaser’s possession concerning such Note Party which has been delivered to such Purchaser by or on behalf of such Note Party pursuant to this Agreement or in connection with such Purchaser’s credit evaluation of such Note Party and (ii) the Issuer authorizes each Purchaser to disclose to any prospective purchaser any and all information specified in, and meeting the requirements of Rule 144A(d)(4) under the Securities Act which has been delivered to such Purchaser by the Issuer pursuant to Section 16.4 hereof, in each case, solely to the extent such prospective purchaser agrees to substantially similar confidentiality provisions as set forth in Section 16.18 hereof in favor of the Issuer.

(g) In addition to any other assignment or participation permitted pursuant to this Section 16.3, any Purchaser may assign and/or pledge all or any portion of its Notes and the other Obligations owed by or to such Purchaser, to secure obligations of such Purchaser, including, without limitation, to any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors and any operating circular issued by such Federal Reserve Bank or any central bank; provided , no Purchaser, as between the Issuer and such Purchaser, shall be relieved of any of its obligations hereunder as a result of any such assignment and pledge, and provided further , in no event shall the applicable Federal Reserve Bank, central bank, pledgee or trustee be considered to be a “Purchaser” or be entitled to require the assigning Purchaser to take or omit to take any action hereunder.

(h) Upon original issuance thereof, and until such time as the same is no longer required under the applicable requirements of the Securities Act, the Notes (and all Notes issued in exchange therefor or substitution thereof) shall bear the following legend:

“THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THE HOLDER MAY NOT OFFER, SELL, TRANSFER, ASSIGN, PLEDGE, HYPOTHECATE, OR OTHERWISE DISPOSE OF OR ENCUMBER THIS NOTE EXCEPT (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR PROSPECTUS UNDER THE SECURITIES ACT AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAW, RESPECTIVELY, OR WITH AN EXEMPTION FROM SUCH REGISTRATION OR PROSPECTUS REQUIREMENTS AND (II) IN COMPLIANCE WITH SECTION 16.3 OF THAT CERTAIN NOTE PURCHASE AGREEMENT DATED AUGUST 8, 2014, AMONG THE ISSUER, HOLDINGS, THE PURCHASERS FROM TIME TO TIME PARTY THERETO, THE AGENT AND THE OTHER NOTE PARTIES FROM TIME TO TIME PARTY THERETO (EACH AS DEFINED THEREIN).”

(i) In connection with any sale, assignment or transfer contemplated by this Section 16.3, it shall be a condition precedent to such sale, assignment or transfer that, unless the Notes are registered under the Securities Act and applicable state securities laws (i) the prospective purchaser, assignee or transferee deliver to the Agent an administrative questionnaire in form satisfactory to the Agent and (ii) either (A) the prospective purchaser, assignee or transferee deliver to the Issuer a written certification (1) that it is a QIB or (2) containing representations substantially similar to the representations set forth in Article XVII hereof (other than the representations contained in (A) Section 17.3(ii), (B) the second sentence of Section 17.5 or (C) Section 17.7), but made by the prospective purchaser, assignee or transferee with respect to the purchase, assignment or transfer of the Notes mutatis mutandis or (B) the prospective seller, assignor or transferor deliver to the Issuer a written certification in form an substance reasonably satisfactory to the Issuer, that the prospective sale, assignment or transfer is being made pursuant to an exemption from registration under the Securities Act or the rules and regulations of the SEC thereunder, and applicable state securities laws. Notwithstanding anything contained herein to the contrary, the Agent shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer or exchange imposed under any applicable law (including, without limitation, the Securities Act) with respect to any transfer or exchange of any interest in any Note (including any transfers or exchanges between or among Participants).

16.4. Register . The Issuer shall keep at its principal office a register (the “ Register ”) in which the Issuer shall provide for the registration of the Notes (including, without limitation, principal amounts and interest thereon) and the transfer of the same. Upon surrender for registration of transfer of any Notes in accordance with Section 16.3 at the principal office of the Issuer and at the written request of the applicable Purchaser, the Issuer shall record such transfer in the Register and the Issuer shall, at its expense, promptly execute and deliver one or more new Notes, as applicable, of like tenor and of a like principal amount, registered in the name of such transferee or transferees and, in the case of a transfer in part, a new Note in the appropriate amount registered in the names of such transferor. While the Notes are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, the Issuer shall provide the Purchasers with the information specified in, and meeting the requirements of Rule 144A(d)(4) under the Securities Act in connection with any proposed transfer. The requirement that the ownership and transfer of the Notes shall be reflected in the Register is intended to ensure that the Notes qualify as an obligation issued in “registered form” as that term is used in Sections 163(f), 871(h), and 881(c) of the Internal Revenue Code and shall be interpreted accordingly and, notwithstanding anything to the contrary in this Agreement, no Notes (or any part thereof) may be sold, assigned or transferred without such sale, assignment or transfer being reflected in the Register. The entries in the Register shall be conclusive absent demonstrable error, and each Person whose name is recorded in the Register shall be treated as the holder of the Note for all purposes under this Agreement; provided , failure to make any such recordation, or any error in such recordation, shall not affect Issuer’s Obligations in respect of the Notes. The Register shall be available for inspection by any Purchaser (with respect to any entry relating to such Purchaser’s Note) at any reasonable time and from time to time upon reasonable prior notice and a copy of the Register shall be provided to the Agent upon its request.

16.5. Exchange . Notes may be exchanged at the option of any Purchaser thereof for Notes of a like aggregate principal amount, but in different denominations. Whenever any Notes are so surrendered for exchange, the Issuer, at such Purchaser’s expense, will execute and deliver the Notes that the Purchaser making the exchange is entitled to receive.

16.6. Replacement Notes . If any mutilated Note is surrendered to the Issuer and the Issuer receives evidence to its satisfaction of the ownership and destruction, loss or theft of any Note, the Issuer shall issue a replacement Note. If required by the Issuer, an unsecured indemnity must be supplied by the applicable Purchaser that is sufficient in the judgment of the Issuer to protect the Issuer from any loss that it may suffer if a Note is replaced.

16.7. Application of Payments . To the extent that any Note Party makes a payment or Agent or any Purchaser receives any payment or proceeds of the Collateral for any Note Party’s benefit, which are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, debtor in possession, receiver, custodian or any other party under any bankruptcy law, common law or equitable cause, then, to such extent, the Obligations or part thereof intended to be satisfied shall be revived and continue as if such payment or proceeds had not been received by Agent or such Purchaser.

16.8. Indemnity .

(a) Except for taxes (other than Other Taxes) which shall be covered by Section 3.9 only, the Note Parties shall jointly and severally indemnify Agent, each Purchaser and each of their respective Affiliates, successors and assigns and the officers, directors, attorneys, advisors, employees, agents, controlling persons and members of each of the foregoing (each an “ Indemnitee ” and, collectively, the “ Indemnitees ”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, all reasonable and reasonably documented out-of-pocket costs, expenses and disbursements (but limited, in the case of legal fees, expenses and disbursements, to the number of counsel set forth in the paragraphs labeled “First” and “Third” in Section 11.6 of this Agreement), and actual and direct losses (other than lost profits) of such Indemnitees arising out of or relating to any claim or any litigation, investigation, or other proceeding, in each case that relates to any transaction contemplated by this Agreement or the other Note Documents, except to the extent that any of the foregoing arises out of (x) the fraud, gross negligence, bad faith or willful misconduct of or a material breach of this Agreement or the other Note Documents (except to the extent arising out of any action or omission taken or omitted to be taken by the Agent at the written direction of the Required Purchasers) by the party being indemnified or its Affiliates and their respective officers, directors, employees, advisors and agents (as determined by a court of competent jurisdiction in a final and non-appealable judgment), or (y) disputes solely among the Indemnitees (other than disputes involving the Agent) and not arising out of any act or omission of any Note Party or any of their Affiliates or (z) entering into a settlement agreement related thereto without the written consent of the Issuer (such consent not to be unreasonably withheld, conditioned or delayed). No Note Party nor any of its respective Affiliates and Subsidiaries or the respective directors, officers, employees, advisors and agents of the foregoing shall be liable for any indirect, special, punitive, or consequential damages (other than in respect of any such damages incurred or paid by an Indemnitee to a third party) in connection with this Agreement or any other Note Document or the transactions contemplated hereby and thereby. Additionally, if any stamping, recording or similar taxes (“ Other Taxes ”) shall be payable by Agent, the Purchasers or the Note Parties on account of the execution or delivery of this Agreement, or the

execution, delivery, issuance or recording of any of the other Note Documents, or the creation or repayment of any of the Obligations hereunder, by reason of any Applicable Law now or hereafter in effect, the Issuer will pay within 10 Business Days (or will promptly reimburse Agent and the Purchasers for payment thereof within 10 Business Days) all such Other Taxes, including interest and penalties thereon, and will indemnify and hold the Indemnitees harmless from and against all liability in connection therewith provided , that the Issuer have received written demand therefore specifying in reasonable detail the nature and amount of such taxes.

(b) To the extent that any of the Note Parties fail to pay any amount required to be paid by it to the Agent for the Agent’s own account under paragraph (a) of this Section 16.8, each Purchaser severally agrees to pay to the Agent its pro rata share (based on the proportion that the then outstanding principal amount of the Notes held by such Purchaser bears to the aggregate then outstanding principal amount of the Notes) of such unpaid amount; provided that no Purchaser shall be liable for the payment of any portion of such unpaid amount that is found by a final and non-appealable judgment of a court of competent jurisdiction to have directly resulted solely and directly from the Agent’s gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable judgment).

(c) The indemnities contained in this Section 16.8 shall survive the resignation or removal of the Agent and the termination of this Agreement and the other Note Documents.

16.9. Notice . Any notice or request hereunder may be given to Issuer or to Agent or any Purchaser at their respective addresses set forth below or at such other address as may hereafter be specified in a notice designated as a notice of change of address under this Section. Any notice, request, demand, direction or other communication (for purposes of this Section 16.9 only, a “ Notice ”) to be given to or made upon any party hereto under any provision of this Agreement shall be given or made by telephone or in writing (which includes by means of electronic transmission (i.e., “e-mail”) or facsimile transmission or by setting forth such Notice on a site on the World Wide Web (a “ Website Posting ”) if Notice of such Website Posting (including the information necessary to access such site) has previously been delivered to the applicable parties hereto by another means set forth in this Section 16.9) in accordance with this Section 16.9. Any such Notice must be delivered to the applicable parties hereto at the addresses and numbers set forth under their respective names on Section 16.9 hereof or in accordance with any subsequent unrevoked Notice from any such party that is given in accordance with this Section 16.9. Any Notice shall be effective:

(a) In the case of hand-delivery, when delivered;

(b) If given by mail, four days after such Notice is deposited with the United States Postal Service, with first-class postage prepaid, return receipt requested;

(c) In the case of a telephonic Notice, when a party is contacted by telephone, if delivery of such telephonic Notice is confirmed no later than the next Business Day by hand delivery, a facsimile or electronic transmission, a Website Posting or an overnight courier delivery of a confirmatory Notice (received at or before noon on such next Business Day);

(d) In the case of a facsimile transmission, when sent to the applicable party’s facsimile machine’s telephone number, if the party sending such Notice receives confirmation of the delivery thereof from its own facsimile machine;

(e) In the case of electronic transmission, when actually received;

(f) In the case of a Website Posting, upon delivery of a Notice of such posting (including the information necessary to access such site) by another means set forth in this Section 16.9; and

(g) If given by any other means (including by overnight courier), when actually received.

Any Purchaser giving a Notice to the Issuer or any Note Party shall concurrently send a copy thereof to Agent, and Agent shall promptly notify the other Purchasers of its receipt of such Notice.

(A) If to Agent at:

U.S. Bank National Association

214 N. Tryon Street, 26th Floor

Charlotte, NC 28202

Attention: CDO Trust Services / James Hanley

Facsimile No: (704) 335-4670

Email: agency.services@usbank.com

(B) If to a Purchaser, as specified on the signature pages hereof or in the Assignment and Assumption pursuant to which it became a party hereto and to:

Ropes & Gray LLP

1211 Avenue of the Americas

New York, New York 10036


		Attention:		Sunil W. Savkar, Esq.
		Telephone:		(212) 841-5762
		Facsimile:		(646) 728-1667

101 Keane Road

Lewis Run, PA 16738


		Attention:		Greg Powell
		Telephone:		(814) 363-9380
		Facsimile:		(814) 363-9334

with a copy (which shall not constitute notice) to:

Schulte Roth & Zabel LLP

919 Third Avenue

New York, New York 10022


		Attention:		Kirby Chin, Esq.
		Telephone:		(212) 756-2555
		Facsimile:		(212) 593-5955

and to:

Cerberus Capital Management

875 Third Avenue

New York, New York 10022


		Attention:		Lisa Gray, Esq.
		Telephone:		(212) 284-7925
		Facsimile:		(212) 750-5212

16.10. Survival . The obligations of the Note Parties under Section 16.8 and the obligations of the Purchasers under Section 14.6, shall survive termination of this Agreement and the other Note Documents and payment in full of the Obligations.

16.11. Severability . If any part of this Agreement is contrary to, prohibited by, or deemed invalid under Applicable Laws, such provision shall be inapplicable and deemed omitted to the extent so contrary, prohibited or invalid, but the remainder hereof shall not be invalidated thereby and shall be given effect so far as possible.

16.12. Expenses . Except for taxes (other than Other Taxes) which shall be solely covered by Section 3.9, all reasonable and documented out-of-pocket costs and expenses including reasonable and documented attorneys’ fees (but subject to the number of counsel set forth in the paragraphs labeled “First” and “Third” in Section 11.6 of this Agreement) and disbursements incurred by Agent on its behalf or on behalf of the Purchasers (a) in all efforts made to enforce payment of any Obligation or effect collection of any Collateral or enforcement of this Agreement or any of the other Note Documents, or (b) in connection with the entering into, modification, amendment and administration of this Agreement or any of the other Note Documents or any consents or waivers hereunder or thereunder and all related agreements, documents and instruments, or (c) in instituting, maintaining, preserving, enforcing and foreclosing on Agent’s security interest in or Lien on any of the Collateral, or maintaining, preserving or enforcing any of Agent’s or any Purchaser’s rights hereunder or under any of the other Note Documents and under all related agreements, documents and instruments, whether through judicial proceedings or otherwise, or (d) in defending or prosecuting any actions or proceedings arising out of or relating to Agent’s or any Purchaser’s transactions with any Note Party or (e) in connection with the performance of its obligations under the Note Documents or any advice given to Agent or any Purchaser with respect to its rights and obligations under this Agreement or any of the other Note Documents and all related agreements, documents and instruments, may be charged to the Issuer and shall be part of the Obligations.

16.13. Injunctive Relief . Each Note Party recognizes that, in the event any Note Party fails to perform, observe or discharge any of its obligations or liabilities under this Agreement, or threatens to fail to perform, observe or discharge such obligations or liabilities, any remedy at law may prove to be inadequate relief to the Purchasers; therefore, Agent, if Agent so requests, shall be entitled to temporary and permanent injunctive relief in any such case without the necessity of proving that actual damages are not an adequate remedy.

16.14. Consequential Damages . No Purchaser, nor any agent or attorney for any of the Purchasers, shall be liable to any Note Party (or any Affiliate of any such Person) for indirect, special, punitive, exemplary or consequential damages (other than in respect of any such damages incurred or paid by a Note Party or any of its Affiliates to a third party) arising from any breach of contract, tort or other wrong relating to the establishment, administration or collection of the Obligations or as a result of any transaction contemplated under this Agreement or any other Note Document.

16.15. Captions . The captions at various places in this Agreement are intended for convenience only and do not constitute and shall not be interpreted as part of this Agreement.

16.16. Counterparts; Facsimile Signatures . This Agreement may be executed in any number of and by different parties hereto on separate counterparts, all of which, when so executed, shall be deemed an original, but all such counterparts shall constitute one and the same agreement. Any signature delivered by a party by facsimile or electronic transmission shall be deemed to be an original signature hereto.

16.17. Construction . The parties acknowledge that each party and its counsel have reviewed this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any amendments, schedules or exhibits thereto.

new or prospective purchaser, as applicable, shall incur no liability for its failure to provide such notice. Each Note Party acknowledges that from time to time financial advisory, investment banking and other services may be offered or provided to such Note Party or one or more of its Affiliates (in connection with this Agreement or otherwise) by any Purchaser or by one or more Subsidiaries or Affiliates of such Purchaser and each Note Party hereby authorizes each Purchaser to share any information delivered to such Purchaser by such Note Party and its Subsidiaries pursuant to this Agreement, or in connection with the decision of such Purchaser to enter into this Agreement, to any such Subsidiary or Affiliate of such Purchaser, it being understood that any such Subsidiary or Affiliate of any Purchaser receiving such information shall be bound by the provisions of this Section 16.18 as if it were a Purchaser hereunder. Such authorization shall survive the repayment of the other Obligations and the termination of this Agreement.

16.19. Publicity . Each Note Party hereby authorizes the Purchasers to make appropriate announcements of the financial arrangement entered into among the Note Parties, Agent and the Purchasers, including announcements which are commonly known as tombstones, in such publications and to such selected parties as any Purchaser shall deem appropriate.

16.20. Certifications From Banks and Participants; USA PATRIOT Act . Each Purchaser or assignee or Participant of a Purchaser that is not incorporated under the laws of the United States of America or a state thereof (and is not excepted from the certification requirement contained in Section 313 of the USA PATRIOT Act and the applicable regulations because it is both (i) an affiliate of a depository institution or foreign bank that maintains a physical presence in the United States or foreign country, and (ii) subject to supervision by a banking authority regulating such affiliated depository institution or foreign bank) shall deliver to Agent the certification, or, if applicable, recertification, certifying that such Purchaser is not a “shell” and certifying to other matters as required by Section 313 of the USA PATRIOT Act and the applicable regulations: (1) within 10 days after the Closing Date, and (2) as such other times as are required under the USA PATRIOT Act.

16.21. INTERCREDITOR AGREEMENT .

(a) PURSUANT TO THE EXPRESS TERMS OF THE INTERCREDITOR AGREEMENT, IN THE EVENT OF ANY CONFLICT OR INCONSISTENCY BETWEEN THE TERMS OF THE INTERCREDITOR AGREEMENT AND ANY OF THE NOTE DOCUMENTS WITH RESPECT TO THE REVOLVING CREDIT PRIORITY COLLATERAL, THE PROVISIONS OF THE INTERCREDITOR AGREEMENT SHALL GOVERN AND CONTROL.

(b) EACH PURCHASER AUTHORIZES AND INSTRUCTS AGENT TO ENTER INTO THE INTERCREDITOR AGREEMENT ON BEHALF OF SUCH PURCHASER, AND TO TAKE ALL ACTIONS (AND EXECUTE ALL DOCUMENTS) REQUIRED (OR DEEMED ADVISABLE) BY IT IN ACCORDANCE WITH THE TERMS OF SUCH INTERCREDITOR AGREEMENT. EACH PURCHASER AGREES TO BE BOUND BY AND WILL TAKE NO ACTIONS CONTRARY TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT.

(c) THE PROVISIONS OF THIS SECTION 16.21 ARE NOT INTENDED TO SUMMARIZE ALL RELEVANT PROVISIONS OF THE INTERCREDITOR AGREEMENT. REFERENCE MUST BE MADE TO THE INTERCREDITOR AGREEMENT ITSELF TO UNDERSTAND ALL TERMS AND CONDITIONS THEREOF. EACH PURCHASER IS RESPONSIBLE FOR MAKING ITS OWN ANALYSIS AND REVIEW OF THE INTERCREDITOR AGREEMENT AND THE TERMS AND PROVISIONS THEREOF, AND NEITHER THE AGENT NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATION TO ANY PURCHASER AS TO THE SUFFICIENCY OR ADVISABILITY OF THE PROVISIONS CONTAINED IN THE INTERCREDITOR AGREEMENT.

(d) THE PROVISIONS OF THIS SECTION 16.21 SHALL APPLY WITH EQUAL FORCE, MUTATIS MUTANDIS, TO THE INTERCREDITOR AGREEMENT, ANY SUBORDINATION AGREEMENT AND ANY OTHER INTERCREDITOR AGREEMENT OR ARRANGEMENT PERMITTED BY THIS AGREEMENT.

16.22. USA PATRIOT Act . Each Purchaser that is subject to the USA Patriot Act and the Agent (for itself and not on behalf of any Purchaser) hereby notifies the Issuer that pursuant to the requirements of the USA Patriot Act, it is required to obtain, verify and record information that identifies each Note Party, which information includes the name, address and tax identification number of such Note Party and other information regarding such Note Party that will allow such Purchaser or the Agent, as applicable, to identify such Note Party in accordance with the USA Patriot Act. This notice is given in accordance with the requirements of the USA Patriot Act and is effective as to the Purchasers and the Agent.

16.23. Anti-Terrorism Laws .

(a) Each Note Party represents and warrants that (i) no Covered Entity is a Sanctioned Person and (ii) no Covered Entity, either in its own right or through any third party, (A) has any of its assets in a Sanctioned Country or in the possession, custody or control of a Sanctioned Person in violation of any Anti-Terrorism Law; (B) does business in or with, or derives any of its income from investments in or transactions with, any Sanctioned Country or Sanctioned Person in violation of any Anti-Terrorism Law; or (C) engages in any dealings or transactions prohibited by any Anti-Terrorism Law.

(b) Each Note Party covenants and agrees that (i) no Covered Entity will become a Sanctioned Person, (ii) no Covered Entity, either in its own right or through any third party, will (A) have any of its assets in a Sanctioned Country or in the possession, custody or control of a Sanctioned Person in violation of any Anti-Terrorism Law; (B) do business in or with, or derive any of its income from investments in or transactions with, any Sanctioned Country or Sanctioned Person in violation of any Anti-Terrorism Law; (C) engage in any dealings or transactions prohibited by any Anti-Terrorism Law or (D) use the proceeds of the issuance of the Notes to fund any operations in, finance any investments or activities in, or, make any payments to, a Sanctioned Country or Sanctioned Person in violation of any Anti-Terrorism Law, (iii) the funds used to repay the Obligations will not be derived from any unlawful activity, (iv) each Covered Entity shall comply with all Anti-Terrorism Laws and (v) each Note Party shall promptly notify the Agent and Purchasers in writing upon the occurrence of a Reportable Compliance Event.

XVII.

REPRESENTATION AND WARRANTIES OF THE PURCHASERS.

In order to induce Holdings, the Issuer, the Agent and the other Note Parties to enter into this Agreement and, with respect to the Issuer, to issue the Notes, each Purchaser individually (but not on behalf of any other Purchaser) represents, warrants and agrees for the benefit of Holdings, the Issuer, the Agent and the other Note Parties that:

17.1. Legal Capacity; Due Authorization . Such Purchaser has full legal capacity, power and authority to execute and deliver this Agreement and to perform its obligations hereunder and that this Agreement has been duly executed and delivered by such Purchaser and is the legal, valid and binding obligation of such Purchaser enforceable against it in accordance with the terms hereof.

17.2. Restrictions on Transfer . Such Purchaser has been advised that the Notes have not been registered under the Securities Act or any state securities laws and, therefore, cannot be resold unless (i) they are registered under the Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available and (ii) in compliance with Section 16.3 of this Agreement, and that the Notes may have to be held by such Purchaser for an indefinite period of time. Such Purchaser is aware that the Issuer is under no obligation to effect any such registration with respect to the Notes or to file for or comply with any exemption from registration. Such Purchaser is purchasing the Notes to be acquired by such Purchaser hereunder for its own account and not with a view to, or for resale in connection with, the distribution thereof in violation of the Securities Act. Notwithstanding anything to the contrary contained herein, such Purchaser acknowledges and agrees that it shall not be permitted to effect any sale, assignment or transfer of the Notes if, as a result of such sale, assignment or transfer, any Note Party would be required to become a reporting company under the Exchange Act.

17.3. Accredited Investor, etc . Such Purchaser has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment and to bear the economic risk of such investment for an indefinite period of time. Such Purchaser (i) is an “accredited investor” as that term is defined in Regulation D under the Securities Act, (ii) is a “qualified institutional buyer” as such term is defined in Rule 144A of the Securities Act (a “ QIB ”) and (iii) has been represented by counsel in the purchase of the Notes to be purchased by it and is aware of the limitations of state and federal securities laws with respect to the disposition of the Notes.

17.4. Reliance on Exemptions . Such Purchaser understands that the Notes are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Issuer is relying in part upon the truth and accuracy of, and such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the Notes.

17.5. Information . Such Purchaser and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of the Issuer and materials relating to the offer and sale of the Notes that have been requested by such Purchaser. Such Purchaser and its advisors, if any, have been afforded the opportunity to ask questions of the Note Parties. Neither such inquiries nor any other due diligence investigations conducted by such Purchaser or its advisors, if any, or its representatives shall modify, amend or affect such Purchaser’s right to rely on the representations and warranties of the Note Parties contained herein. Such Purchaser understands that its investment in the Notes involves a high degree of risk and is able to afford a complete loss of such investment. Such Purchaser has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Notes.

17.6. No Governmental Review . Such Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Notes or the fairness or suitability of the investment in the Notes nor have such authorities passed upon or endorsed the merits of the offering of the Notes.

17.7. Validity; Enforcement . This Agreement has been duly and validly authorized, executed and delivered on behalf of such Purchaser and shall constitute the legal, valid and binding obligations of such Purchaser enforceable against such Purchaser in accordance with its terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

XVIII.

REGISTERED INVESTMENT COMPANIES

A copy of the Declaration of Trust of each of the undersigned Purchasers that are registered investment companies (each, a “ Trust ”) is on file with the Secretary of State of either The Commonwealth of Massachusetts or the State of Delaware, as applicable. The Issuer and the other Note Parties acknowledge that the obligations of or arising out of this Agreement are not binding upon any of a Trust’s trustees, officers, employees, agents or shareholders individually, but are binding solely upon the assets and property of each relevant Trust in accordance with its proportionate interest hereunder. If this instrument is executed by a Trust on behalf of one or more series of such Trust, you further acknowledge that the assets and liabilities of each series of the Trust are separate and distinct and that the obligations of or arising out of this Agreement are binding solely upon the assets or property of the series on whose behalf the Trust has executed this instrument. If a Trust has executed this instrument on behalf of more than one series of such Trust, you also agree that the obligations of each series hereunder shall be several and not joint, in accordance with its proportionate interest hereunder, and you agree not to proceed against any series for the obligations of another.

[Signatures on next page]

Each of the parties has signed this Agreement as of the day and year first above written.


KGH INTERMEDIATE HOLDCO I, LLC

By:	Keane Group Holdings, LLC, its Managing Member

By:	/s/ GREGORY POWELL
	Name:	Gregory Powell
	Title:	Vice President and Chief Financial Officer


KGH INTERMEDIATE HOLDCO II, LLC

By:	KGH Intermediate Holdco I, LLC, its Managing Member

By:	Keane Group Holdings, LLC, its Managing Member

By:	/s/ GREGORY POWELL
	Name:	Gregory Powell
	Title:	Vice President and Chief Financial Officer


KEANE FRAC, LP

By:	Keane Frac GP, LLC, its General Partner

By:	KGH Intermediate Holdco II, LLC, its Managing Member

By:	KGH Intermediate Holdco I, LLC, its Managing Member

By:	Keane Group Holdings, LLC, its Managing Member

By:	/s/ GREGORY POWELL
	Name:	Gregory Powell
	Title:	Vice President and Chief Financial Officer

[Signature Page to Note Purchase Agreement]


KEANE FRAC GP, LLC

By:	KGH Intermediate Holdco II, LLC, its Managing Member

By:	KGH Intermediate Holdco I, LLC, its Managing Member

By:	Keane Group Holdings, LLC, its Managing Member

By:	/s/ GREGORY POWELL
	Name:	Gregory Powell
	Title:	Vice President and Chief Financial Officer


KS DRILLING, LLC

By:	KGH Intermediate Holdco II, LLC, its Managing Member

By:	KGH Intermediate Holdco I, LLC, its Managing Member

By:	Keane Group Holdings, LLC, its Managing Member

By:	/s/ GREGORY POWELL
	Name:	Gregory Powell
	Title:	Vice President and Chief Financial Officer

[Signature Page to Note Purchase Agreement]


KEANE FRAC ND, LLC

By:	Keane Frac, LP, its Managing Member

By:	Keane Frac GP, LLC, its General Partner

By:	KGH Intermediate Holdco II, LLC, its Managing Member

By:	KGH Intermediate Holdco I, LLC, its Managing Member

By:	Keane Group Holdings, LLC, its Managing Member

By:	/s/ GREGORY POWELL
	Name:	Gregory Powell
	Title:	Vice President and Chief Financial Officer


KEANE FRAC TX, LLC

By:	Keane Frac, LP, its Managing Member

By:	Keane Frac GP, LLC, its General Partner

By:	KGH Intermediate Holdco II, LLC, its Managing Member

By:	KGH Intermediate Holdco I, LLC, its Managing Member

By:	Keane Group Holdings, LLC, its Managing Member

By:	/s/ GREGORY POWELL
	Name:	Gregory Powell
	Title:	Vice President and Chief Financial Officer

[Signature Page to Note Purchase Agreement]


PACIFIC INVESTMENT MANAGEMENT COMPANY LLC, as agent for each of the Purchasers identified on Schedule A.

By:	/s/ T. CHRISTIAN STRACKE
	Name:	T. Christian Stracke
	Title:	Managing Director

[Signature Page to Note Purchase Agreement]


GUGGENHEIM STRATEGIC OPPORTUNITIES FUND By: Guggenheim Partners Investment Management, LLC as Investment Manager

By:	/s/ WILLIAM HAGNER
	Name:	William Hagner
	Title:	Attorney-In-Fact

VERGER CAPITAL FUND LLC By: Guggenheim Partners Investment Management, LLC

By:	/s/ WILLIAM HAGNER
	Name:	William Hagner
	Title:	Attorney-In-Fact

GUGGENHEIM CREDIT ALLOCATION FUND By: Guggenheim Partners Investment Management, LLC, as Sub-Adviser

By:	/s/ WILLIAM HAGNER
	Name:	William Hagner
	Title:	Attorney-In-Fact

NZC GUGGENHEIM FUND LLC By: Guggenheim Partners Investment Management, LLC as Manager

By:	/s/ WILLIAM HAGNER
	Name:	William Hagner
	Title:	Attorney-In-Fact

[Signature Page to Note Purchase Agreement]


GUGGENHEIM FUNDS TRUST – GUGGENHEIM HIGH YIELD FUND By: Security Investors, LLC as Investment Adviser

By:	/s/ AMY J. LEE
	Name:	Amy J. Lee
	Title:	Secretary

PRINCIPAL FUND, INC. – GLOBAL DIVERSIFIED INCOME FUND By: Guggenheim Partners Investment Management, LLC as Sub-Adviser

By:	/s/ WILLIAM HAGNER
	Name:	William Hagner
	Title:	Attorney-In-Fact

WESTERN REGIONAL INSURANCE COMPANY, INC. By: Guggenheim Partners Investment Management, LLC as Investment Manager

By:	/s/ WILLIAM HAGNER
	Name:	William Hagner
	Title:	Attorney-In-Fact

GUGGENHEIM VARIABLE FUNDS TRUST – SERIES P (HIGH YIELD SERIES) By: Security Investors, LLC, as Management Company

By:	/s/ AMY J. LEE
	Name:	Amy J. Lee
	Title:	Secretary

[Signature Page to Note Purchase Agreement]


NOTES AGENT: U.S. BANK NATIONAL ASSOCIATION, as Agent

By:	/s/ JAMES A. HANLEY
	Name:	James A. Hanley
	Title:	Vice President

Address for Notices

U.S. Bank National Association

214 N. Tryon Street, 26 ^th Floor

Charlotte, NC 28202

Att: CDO Trust Services/James Hanley

Fax: 704-335-4670

Email: agency.services@usbank.com

[Signature Page to Note Purchase Agreement]

Exhibits


Exhibit A		Term Note
Exhibit B		Delayed Draw Note
Exhibit C		Intercreditor Agreement
Exhibit D		Pledge Agreement
Exhibit 1.2(a)		Compliance Certificate
Exhibit 5.5(b)		Financial Projections
Exhibit 6.10		Additional Guarantor Supplement
Exhibit 8.1(g)		Solvency Certificate
Exhibit 16.3		Assignment and Assumption
Exhibit 16.3(d)(A)		Affiliated Purchaser Assignment and Assumption
Exhibit 16.3(d)(B)		Form of Affiliated Purchaser Notice

EXHIBIT A

FORM OF TERM NOTE ¹

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THE HOLDER MAY NOT OFFER, SELL, TRANSFER, ASSIGN, PLEDGE, HYPOTHECATE, OR OTHERWISE DISPOSE OF OR ENCUMBER THIS NOTE EXCEPT (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR PROSPECTUS UNDER THE SECURITIES ACT AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAW, RESPECTIVELY, OR WITH AN EXEMPTION FROM SUCH REGISTRATION OR PROSPECTUS REQUIREMENTS AND (II) IN COMPLIANCE WITH SECTION 16.3 OF THAT CERTAIN NOTE PURCHASE AGREEMENT DATED AUGUST 8, 2014, AMONG THE ISSUER, HOLDINGS, THE PURCHASERS FROM TIME TO TIME PARTY THERETO, THE AGENT AND THE OTHER NOTE PARTIES FROM TIME TO TIME PARTY THERETO (EACH AS DEFINED THEREIN).

THIS NOTE WAS ISSUED WITH ‘ORIGINAL ISSUE DISCOUNT’ WITHIN THE MEANING OF SECTION 1272, ET SEQ. OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. UPON WRITTEN REQUEST, THE ISSUER WILL PROVIDE TO ANY HOLDER OF THE NOTE (1) THE ISSUE PRICE AND ISSUE DATE OF THE NOTE, (2) THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THE NOTE AND (3) THE ORIGINAL YIELD TO MATURITY OF THE NOTE. SUCH REQUEST SHOULD BE SENT TO THE ISSUER AT KGH INTERMEDIATE HOLDCO II, LLC, 101 KEANE ROAD, LEWIS RUN, PA 16738, ATTENTION: GREG POWELL.

¹	This form of Note may be conformed as necessary to reflect the terms of any Incremental Notes issued pursuant to and in accordance with Section 2.7 of the Note Purchase Agreement.

CUSIP 48249RAB6

ISIN US48249RAB69

TERM NOTE


$ [ ]		August 8, 2014

FOR VALUE RECEIVED , KGH Intermediate Holdco II, LLC a Delaware limited liability company (the “ Issuer ”) hereby promises to pay to [ ] (the “ Purchaser ” or the “ Holder ”) and its successors and permitted assigns, at the address set forth in the Note Purchase Agreement (as defined below) or at any other place designated at any time by the Purchaser hereof, in lawful money of the United States of America and in immediately available funds, the principal sum of [ ] DOLLARS ($ ) or, if less, such lesser sum which then represents the aggregate unpaid principal amount of the Term Notes of the Purchaser outstanding under the Note Purchase Agreement referred to below, on the dates and in such principal amounts as set forth in the Note Purchase Agreement, provided , however , that the entire unpaid principal balance of this Term Note shall be due and payable in full on August 8, 2019, or earlier as provided in the Note Purchase Agreement. The Issuer further agrees to pay interest in like money in the manner specified in Section 3.1 of the Note Purchase Agreement on the unpaid principal amount hereof from time to time from the date hereof at the rates, and on the dates, specified in Section 3.1 of such Note Purchase Agreement.

This Term Note is one of the Notes referred to in the Note Purchase Agreement, dated as of August 8, 2014 (as amended, restated, supplemented or otherwise modified in writing from time to time, the –” Note Purchase Agreement ”), among the Issuer, the Guarantors from time to time party thereto, the Purchasers from time to time party thereto and U.S. Bank National Association, as agent for the Purchasers (the “ Agent ”), is subject to the provisions thereof and is subject to mandatory and optional prepayments and acceleration as provided therein. Terms used herein which are defined in the Note Purchase Agreement shall have such defined meanings unless otherwise defined herein or unless the context otherwise requires. To the extent any provision of this Term Note conflicts with the express provisions of the Note Purchase Agreement, the provisions of the Note Purchase Agreement shall govern and be controlling.

This Term Note is guaranteed, and secured by the assets of Holdings, the Issuer and the other Note Parties, as provided in the Note Purchase Agreement and the other Note Documents. Reference is hereby made to the Note Purchase Agreement and the other Note Documents for a description of the nature and extent of the guarantees and security interests, the terms and conditions upon which each guarantee and security interest was granted and the rights of the Purchaser of this Term Note in respect thereof.

This Term Note has not been registered under the Securities Act or any state laws and therefore, cannot be resold unless the Issuer has received written certification, in form and substance reasonably acceptable to the Issuer, (i) that such purchaser is a QIB, (ii) containing representations substantially similar to the representations set forth in Article XVII of the Note Purchase Agreement (other than the representation contained in (x) Section 17.3(ii) of the Note Purchase Agreement, (y) the second sentence of Section 17.5 of the Note Purchase Agreement or (z) Section 17.7 of the Note Purchase Agreement), or (iii) that the prospective sale, assignment or transfer is being made pursuant to an exemption from registration under the Securities Act or the rules and regulations of the SEC thereunder, and applicable state securities laws.

The Events of Default relating to this Term Note are specified in the Note Purchase Agreement. Reference is made to the Note Purchase Agreement for a description of the nature, extent and effects of such Events of Default.

All parties now and hereafter liable with respect to this Term Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind.

THIS TERM NOTE MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE NOTE PURCHASE AGREEMENT, INCLUDING SECTION 16.3 THEREOF. TRANSFERS OF THIS TERM NOTE MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE [ISSUER] PURSUANT TO THE TERMS OF THE NOTE PURCHASE AGREEMENT.

THIS TERM NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK .

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned has executed this Term Note the day and year first written above intending to be legally bound herby.

KGH INTERMEDIATE HOLDCO II, LLC

Name:

Title:

EXHIBIT B

FORM OF DELAYED DRAW NOTE

CUSIP 48249RAA8

ISIN US48249RAA86

DELAYED DRAW NOTE


$[ ]		August 8, 2014

FOR VALUE RECEIVED, KGH Intermediate Holdco II, LLC a Delaware limited liability company (the “ Issuer ”) hereby promises to pay to [ ] (the “ Purchaser ” or the “ Holder ”) and its successors and permitted assigns, at the address set forth in the Note Purchase Agreement (as defined below) or at any other place designated at any time by the Purchaser hereof, in lawful money of the United States of America and in immediately available funds, the principal sum of [ ] DOLLARS ($ ) or, if less, such lesser sum which then represents the aggregate unpaid principal amount of the Delayed Draw Notes of the Purchaser outstanding under the Note Purchase Agreement referred to below, on the dates and in such principal amounts as set forth in the Note Purchase Agreement, provided , however , that the entire unpaid principal balance of this Delayed Draw Note shall be due and payable in full on August 8, 2019, or earlier as provided in the Note Purchase Agreement. The Issuer further agrees to pay interest in like money in the manner specified in Section 3.1 of the Note Purchase Agreement on the unpaid principal amount hereof from time to time from the date hereof at the rates, and on the dates, specified in Section 3.1 of such Note Purchase Agreement.

This Delayed Draw Note is one of the Notes referred to in the Note Purchase Agreement, dated as of August 8, 2014 (as amended, restated, supplemented or otherwise modified in writing from time to time, the “ Note Purchase Agreement ”), among the Issuer, the Guarantors from time to time party thereto, the Purchasers from time to time party thereto and U.S. Bank National Association, as agent for the Purchasers (the “ Agent ”), is subject to the provisions thereof and is subject to mandatory and optional prepayments and acceleration as provided therein. Terms used herein which are defined in the Note Purchase Agreement shall have such defined meanings unless otherwise defined herein or unless the context otherwise requires. To the extent any provision of this Delayed Draw Note conflicts with the express provisions of the Note Purchase Agreement, the provisions of the Note Purchase Agreement shall govern and be controlling.

This Delayed Draw Note is guaranteed, and secured by the assets of Holdings, the Issuer and the other Note Parties, as provided in the Note Purchase Agreement and the other Note Documents. Reference is hereby made to the Note Purchase Agreement and the other Note Documents for a description of the nature and extent of the guarantees and security interests, the terms and conditions upon which each guarantee and security interest was granted and the rights of the Purchaser of this Delayed Draw Note in respect thereof.

This Delayed Draw Note has not been registered under the Securities Act or any state laws and therefore, cannot be resold unless the Issuer has received written certification, in form and substance reasonably acceptable to the Issuer, (i) that such purchaser is a QIB, (ii) containing representations substantially similar to the representations set forth in Article XVII of the Note Purchase Agreement (other than the representation contained in (x) Section 17.3(ii) of the Note Purchase Agreement, (y) the second sentence of Section 17.5 of the Note Purchase Agreement or

(z) Section 17.7 of the Note Purchase Agreement), or (iii) that the prospective sale, assignment or transfer is being made pursuant to an exemption from registration under the Securities Act or the rules and regulations of the SEC thereunder, and applicable state securities laws.

The Events of Default relating to this Delayed Draw Note are specified in the Note Purchase Agreement. Reference is made to the Note Purchase Agreement for a description of the nature, extent and effects of such Events of Default.

All parties now and hereafter liable with respect to this Delayed Draw Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind.

THIS DELAYED DRAW NOTE MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE NOTE PURCHASE AGREEMENT, INCLUDING SECTION 16.3 THEREOF. TRANSFERS OF THIS DELAYED DRAW NOTE MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE [ISSUER] PURSUANT TO THE TERMS OF THE NOTE PURCHASE AGREEMENT.

THIS DELAYED DRAW NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned has executed this Delayed Draw Note the day and year first written above intending to be legally bound herby.

KGH INTERMEDIATE HOLDCO II, LLC

Name:

Title:

EXHIBIT C

INTERCREDITOR AGREEMENT

INTERCREDITOR AGREEMENT

This INTERCREDITOR AGREEMENT (this “ Agreement ”) is entered into as of August 8, 2014 by and among PNC BANK, NATIONAL ASSOCIATION, as agent for itself and the Revolving Lenders (as defined herein) under the Revolving Credit Agreement (as defined herein) (in such capacity and together with any successor agent, the “ Revolving Agent ”), U.S. BANK NATIONAL ASSOCIATION, as agent for the Notes Purchasers (as defined herein) under the Note Purchase Agreement (as defined herein) (in such capacity and together with any successor agent, the “ Notes Agent ” and, together with the Revolving Agent, the “ Agents ”), KGH Intermediate Holdco II, LLC, a Delaware limited liability company, KGH Intermediate Holdco I, LLC, a Delaware limited liability company, Keane Group Holdings, LLC, a Delaware limited liability company, Keane Frac, LP, a Pennsylvania limited partnership, KS Drilling LLC, a Delaware limited liability company, Keane Frac ND, LLC, a Delaware limited liability company, Keane Frac TX, LLC, a Delaware limited liability company (collectively the “ Keane Companies ”) and each other Person that is or becomes a “Borrower”, “Issuer” or “Guarantor” under the Revolving Credit Agreement or the Note Purchase Agreement (together with the Keane Companies collectively, the “ Credit Parties ”).

Recitals

A. The Credit Parties, the Revolving Agent and the Revolving Lenders are parties to that certain Amended and Restated Revolving Credit and Security Agreement dated as of the date hereof (as the same may be amended, restated, supplemented or otherwise modified from time to time in accordance with the terms hereof, including any agreement governing indebtedness incurred to refinance, replace, extend, renew, refund, repay, prepay, redeem, purchase, defease or retire, or issued in exchange or replacement for, the indebtedness and other obligations thereunder, the “ Revolving Credit Agreement ”). As of the date hereof, all of the Keane Companies (collectively, the “ Revolving Borrowers ”), are the borrowers under the Revolving Credit Agreement, pursuant to which the Revolving Lenders have agreed to make loans and advances and extend other financial accommodations to the Revolving Borrowers. As of the date hereof, each of Keane Frac GP, LLC, a Delaware limited liability company and KGH Intermediate Holdco I, LLC, a Delaware limited liability company is a Guarantor under the Revolving Credit Agreement.

B. KGH Intermediate Holdco II, LLC, a Delaware limited liability company, as issuer (the “ Notes Issuer ”), the Notes Agent, the Notes Purchasers and certain other parties are parties to that certain Note Purchase Agreement dated as of the date hereof (as the same may be amended, restated, supplemented or otherwise modified from time to time in accordance with the terms hereof, including any agreement governing indebtedness incurred to refinance, replace, extend, renew, refund, repay, prepay, redeem, purchase, defease or retire, or issued in exchange or replacement for, the indebtedness and other obligations thereunder, the “ Note Purchase Agreement ”). As of the date hereof, each of KGH Intermediate Holdco I, LLC, a Delaware limited liability company, KS Drilling, LLC, a Delaware limited liability company, Keane Frac, LP, a Pennsylvania limited partnership, Keane Frac GP, LLC, a Delaware limited liability company, Keane Frac ND, LLC, a Delaware limited liability company, and Keane Frac TX, LLC, a Delaware limited liability company, is a Guarantor under the Note Purchase Agreement.

C. The Credit Parties have granted to the Agents Liens (as defined herein) against and security interests in certain of the Collateral (as defined herein) as security for payment and performance of the Revolving Obligations and the Notes Obligations, respectively (each as defined herein).

D. To induce the Revolving Agent and the Revolving Lenders to enter into the Revolving Credit Agreement, and to induce the Notes Agent and the Notes Purchasers to enter into the Note Purchase Agreement, the Revolving Agent, on the one hand, and the Notes Agent, on the other hand, have each required the other to enter into this Agreement so as to set forth the relative priority of their respective Liens against and security interests in the Collateral and certain other rights, priorities and limitations on the exercise of remedies as between the Revolving Agent and the Revolving Claimholders (as defined herein), on the one hand, and the Notes Agent and the Notes Claimholders (as defined herein), on the other hand.

NOW, THEREFORE , in consideration of the foregoing and the mutual covenants herein contained and other good and valuable consideration, the existence and sufficiency of which is expressly recognized by all of the parties hereto, the parties agree as follows.

1.	DEFINITIONS .

Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in Appendix A hereto. In the absence of such definitions, any other capitalized terms used and not otherwise defined herein will have the meanings ascribed thereto by the Uniform Commercial Code to the extent the same are defined therein.

2.	INTERCREDITOR AGREEMENTS.

2.1 Lien Priorities, Etc .

(a) Each Agent, on behalf of its respective Claimholders, hereby acknowledges and agrees that the Credit Parties have granted to the other Agent a Lien on all of the Revolving Credit Priority Collateral as security for the Revolving Obligations or Notes Obligations, as applicable. Notwithstanding the date, manner or order of perfection of the security interests and Liens granted to the Revolving Agent and the Notes Agent in the Revolving Credit Priority Collateral, and notwithstanding any provisions of the Uniform Commercial Code or any applicable law or decision or the Revolving Loan Documents or the Notes Documents to the contrary, or whether either the Revolving Agent or the Notes Agent holds possession of all or any part of the Revolving Credit Priority Collateral, the following, as between the Revolving Agent and the Revolving Claimholders, on the one hand, and the Notes Agent and the Notes Claimholders, on the other hand, shall be the relative priority of the security interests and Liens of the Revolving Agent, on the one hand, and the Notes Agent, on the other hand, in the Revolving Credit Priority Collateral:

(i) the Revolving Agent shall have a first and prior security interest in the Revolving Credit Priority Collateral; and

(ii) the Notes Agent shall have a second and subordinate security interest in the Revolving Credit Priority Collateral.

(b) The Revolving Agent, on behalf of each Revolving Claimholder, hereby acknowledges and agrees that (i) the Credit Parties have granted to the Notes Agent a Lien on all of the Notes Collateral as security for the Notes Obligations, (ii) as of the date hereof, no Revolving Claimholder has a Lien on any Notes Collateral securing any Revolving Obligations, (iii) until the Notes Obligations have been Paid In Full, whether or not an Insolvency Proceeding has been commenced by or against any Credit Party, no Revolving Claimholder shall acquire a Lien on any Notes Collateral securing any Revolving Obligation (other than a Judgment Lien subject to the terms of clause (c) below), and (iv) until the Notes Obligations have been Paid In Full, whether or not an Insolvency Proceeding has been commenced by or against any Credit Party, any proceeds of Notes Collateral which may be received by the Revolving Agent or any other Revolving Claimholder shall be segregated and held in trust and promptly paid over to the Notes Agent, for the benefit of the Notes Agent and the Notes Claimholders, in the same form as received, with any necessary endorsements (if such Revolving Claimholder fails to make any such endorsement or assignment, the Notes Agent is authorized to make the same as agent for such Revolving Claimholder (which authorization, being coupled with an interest, is irrevocable)). In the event that, notwithstanding the preceding sentence, any Revolving Claimholder shall (nonetheless and in breach hereof) acquire or hold any Lien (other than a Judgment Lien subject to the terms of clause (c) below) on any Notes Collateral securing any Revolving Obligations prior to the Payment in Full of the Notes Obligations, then (x) the Revolving Agent shall, without need for any further consent of any other Revolving Claimholder and notwithstanding anything to the contrary in any other Revolving Loan Document, promptly execute and deliver such release documents and instruments and shall take such further actions as the Notes Agent shall request to evidence the release of such Revolving Claimholder’s Lien in the Notes Collateral and (y) prior to such release, (I) the Notes Agent’s Lien in such Notes Collateral, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be and shall remain senior and prior to such Revolving Claimholder’s Lien in such Notes Collateral, and such Revolving Claimholder’s Lien in such Notes Collateral shall be and shall remain subordinated and junior in all respects to the Notes Agent’s Lien in such Notes Collateral, and (II) no Revolving Claimholder shall take any Enforcement Action with respect to such Notes Collateral. The Revolving Agent hereby appoints the Notes Agent and any officer or duly authorized person of the Notes Agent, with full power and substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of the Revolving Agent and in the name of the Revolving Agent or in the Notes Agent’s own name, from time to time, in the Notes Agent’s sole discretion, for the purposes of carrying out the terms of clause (x) above, to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to accomplish the purposes of clause (x) above, including, without limitation, any financing statements, endorsements, assignments, releases or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable).

(c) Notwithstanding anything to the contrary contained in clause (b) above, nothing herein shall prohibit a Revolving Claimholder from obtaining a Judgment Lien in respect of any Notes Collateral, nor shall any such Revolving Claimholder be obligated to release any such Judgment Lien solely due to the provisions of subclause (x) of the second sentence of clause (b) above; provided that, (I) the Notes Agent’s Lien in such Notes Collateral, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be and shall remain senior and prior to such Revolving Claimholder’s Judgment Lien in such Notes Collateral, and such Revolving Claimholder’s Judgment Lien in such Notes Collateral shall be and shall remain subordinated and junior in all respects to the Notes Agent’s Lien in such Notes Collateral, and (II) except as provided in Section 2.3(d) , no Revolving Claimholder shall take any Enforcement Action with respect to such Notes Collateral.

The priorities of the Liens and the agreements provided in this Section 2.1 shall not be altered or otherwise affected by any amendment, modification, supplement, extension, renewal, restatement, replacement, refunding or refinancing of the Revolving Loan Documents and/or the Revolving Obligations or the Notes Documents and/or the Notes Obligations, nor by any action or inaction which the Revolving Agent and/or any Revolving Claimholder or the Notes Agent and/or any Notes Claimholder may take or fail to take in respect of the Collateral. The Revolving Agent, for itself and on behalf of each Revolving Claimholder, agrees that no Revolving Claimholder shall contest or support any other Person in contesting, in any proceeding (including, without limitation, any Insolvency Proceeding), the validity, extent, perfection, priority or enforceability of any security interest in the Notes Collateral or the other Collateral (to the extent permitted under Section 2.2 ) granted to the Notes Agent to secure the Notes Obligations. The Notes Agent, for itself and on behalf of each Notes Claimholder, agrees that no Notes Claimholder shall contest or support any other Person in contesting, in any proceeding (including, without limitation, any Insolvency Proceeding), the validity, extent, perfection, priority or enforceability of any security interest in the Revolving Credit Priority Collateral granted to the Revolving Agent to secure the Revolving Obligations. Notwithstanding any failure by either the Revolving Agent, on the one hand, or the Notes Agent, on the other hand, to perfect its security interests in the Collateral or any avoidance, invalidation or subordination by any third party or court of competent jurisdiction of the security interests in the Collateral granted to the Revolving Agent or the Notes Agent, the priority and rights as between the Liens of the Revolving Agent, on the one hand, and the Liens of the Notes Agent, on the other hand, shall be as set forth herein.

2.2 Limitation on Revolving Credit Priority Collateral for Notes Claimholders .

Subject to Section 3 , until the Payment In Full of all Revolving Obligations, (i) the Notes Agent agrees that neither the Notes Agent nor any other Notes Claimholder shall acquire or hold any Lien on any assets of any Credit Party (or any subsidiary thereof) that constitute Revolving Credit Priority Collateral to secure any Notes Obligations which assets are not also subject to the Lien of the Revolving Agent under the Revolving Loan Documents, and (ii) each Credit Party agrees not to grant any Lien on any of its assets, or permit any of its subsidiaries to grant a Lien on any of its assets, that constitute Revolving Credit Priority Collateral in favor of the Notes Agent or the other Notes Claimholders unless it, or such subsidiary, has granted a similar Lien on such assets in favor of the Revolving Agent under the

Revolving Loan Documents. If any Notes Claimholder shall nonetheless acquire any Lien on any assets that constitute Revolving Credit Priority Collateral of any Credit Party or any of its subsidiaries to secure the Notes Obligations, which assets are not also subject to a Lien in favor of the Revolving Agent to secure the Revolving Obligations, then such Notes Claimholder shall, without the need for any further consent of any other Person and notwithstanding anything to the contrary in any Notes Document, also hold and be deemed to have held such Lien and security interest for the benefit of the Revolving Agent as security for the Revolving Obligations subject to the priorities set forth herein, with any amounts received in respect thereof subject to distribution and turnover hereunder to the extent otherwise required hereunder (subject to the priorities set forth herein).

2.3 Enforcement Actions .

(a) Upon the occurrence and during the continuance of an Event of Default under and as defined in the Revolving Loan Documents, the Revolving Agent may, at its option, take and continue any Enforcement Action with respect to the Revolving Obligations and, subject to the terms of this Agreement, the Revolving Credit Priority Collateral (but, for the avoidance of doubt, at no time prior to the Payment In Full of the Notes Obligations may it take any such actions with respect to any of the Notes Collateral). Subject to Sections 2.1(b) and (c) , the Revolving Agent and the Revolving Claimholders may enforce the provisions of the Revolving Loan Documents and exercise remedies thereunder pursuant to an Enforcement Action, all in such order and in such manner as they may determine. Such exercise and enforcement shall include the rights of an agent appointed by the Revolving Agent and the Revolving Claimholders to sell or otherwise dispose of the Revolving Credit Priority Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured creditor under the Uniform Commercial Code of any applicable jurisdiction and of a secured creditor under the Bankruptcy Code or the laws of any applicable jurisdiction. The Revolving Agent shall use commercially reasonable efforts to provide at least five (5) Business Days’ prior written notice to the Notes Agent in the event that the Revolving Agent takes any Enforcement Action (other than in Exigent Circumstances or upon any Credit Party’s becoming subject to an Insolvency Proceeding), but shall have no liability for failing to do so. Until the Revolving Obligations have been Paid In Full, the Notes Agent shall not (i) take, or support any other Person in taking, any Enforcement Action with respect to the Revolving Credit Priority Collateral except as provided in Section 2.3(d) ; provided that the Notes Agent may take Enforcement Actions with respect to the Revolving Credit Priority Collateral after the expiry of the Standstill Period; provided, further, that (A) in no event shall the Notes Agent take any Enforcement Action with respect to the Revolving Credit Priority Collateral if, notwithstanding the expiration of the Standstill Period, the Revolving Agent shall have commenced prior to the expiry of the Standstill Period and be diligently pursuing an Enforcement Action with respect to all or a material portion of the Revolving Credit Priority Collateral and (B) the Standstill Period shall be tolled for any period that the Revolving Agent is stayed or otherwise prohibited by law or court order from taking Enforcement Actions with respect to the Revolving Credit Priority Collateral, or (ii) other than to enforce any rights of the Notes Agent expressly set forth herein, contest, protest or object, or support any other Person in contesting, protesting or objecting, to any Enforcement Action brought by or otherwise taken by the Revolving Agent with respect to the Revolving Obligations or the Revolving Credit Priority Collateral.

(b) The Revolving Agent’s rights with respect to the Revolving Credit Priority Collateral shall include the right to release any or all of such Revolving Credit Priority Collateral from its security interest therein and the security interest of the Notes Agent therein (without any further action on the part of the Notes Agent) in connection with any sale or other disposition of such Revolving Credit Priority Collateral by the Revolving Agent during the continuance of an Enforcement Action; provided that all Net Cash Proceeds therefrom (net of, without duplication, any amounts allocated or carved out for professional fees or expenses, which amounts shall not be deemed to be received by the Revolving Agent or applied to the Revolving Obligations) are applied in accordance with Section 2.4 . Without limiting the foregoing, if the Revolving Agent shall determine, in connection with any such sale or other disposition of any Revolving Credit Priority Collateral that the release of its security interest and the security interest of the Notes Agent in any such Revolving Credit Priority Collateral in connection with any such sale or other disposition is necessary or advisable, the Notes Agent shall execute and deliver such release documents and instruments and shall take such further actions as the Revolving Agent shall reasonably request. Solely in the event and to the extent that the Notes Agent fails to do so in accordance with the terms of this Agreement within five (5) Business Days after the Revolving Agent’s request therefor, the Notes Agent hereby appoints the Revolving Agent and any officer or duly authorized Person of the Revolving Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of the Notes Agent, and in the name of the Notes Agent or in the Revolving Agent’s own name, from time to time, as determined in the Revolving Agent’s reasonable discretion, solely for the purposes of carrying out the terms of this Section 2.3(b) , to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to accomplish the purposes of this Section 2.3(b) , including, without limitation, any financing or termination statements, releases, endorsements, assignments or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable). The Notes Agent hereby ratifies all that said attorneys shall do or cause to be done under this Section 2.3(b) . Upon the Payment In Full of the Revolving Obligations, any remaining Net Cash Proceeds of the Revolving Credit Priority Collateral shall be for the benefit of and be promptly paid over to the Notes Agent for application in accordance with the terms of the Notes Documents.

(c) Except as specifically provided in Sections 2.3(a) and (d) , notwithstanding any rights or remedies available to the Notes Agent or any other Notes Claimholder under any of the Notes Documents, the Revolving Agent or any other Revolving Claimholder under any of the Revolving Loan Documents, or any Agent or other Claimholder under applicable law or otherwise, prior to the Payment In Full of the Revolving Obligations, neither the Notes Agent nor any of the other Notes Claimholders shall, directly or indirectly, seek to foreclose, enforce or realize upon (judicially or nonjudicially) any Liens on any Revolving Credit Priority Collateral (including, without limitation, by setoff or notification of account debtors obligated on Accounts included in the Revolving Credit Priority Collateral).

(d) Notwithstanding the provisions of Section 2.1(c) or Section 2.3(a) through (c) , each of the Agents retain the right to:

(i) file a proof of claim or statement of interest with respect to the Revolving Obligations or the Notes Obligations as applicable,

(ii) take any action in order to preserve or protect its Lien on the Revolving Credit Priority Collateral, in any case where such action is being taken by the Notes Agent, or its Judgment Lien (if any) on the Notes Collateral, in any case where such action is being taken by the Revolving Agent, not adverse to the other Agent’s rights to exercise any Enforcement Action against the Revolving Priority Collateral, in any case where the other Agent is the Revolving Agent, or the Notes Collateral, in any case where the other Agent is Notes Agent;

(iii) file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding, plan of reorganization, or other pleading made by any Person objecting in whole or in part to or otherwise seeking the disallowance, subordination, reclassification, or other adverse treatment of the claims or Liens of the Notes Agent or any of the Notes Claimholders in the Revolving Credit Priority Collateral, or the Judgment Lien (if any) of the Revolving Agent or any of the Revolving Claimholders in the Notes Collateral,

(iv) in any Insolvency Proceeding, file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of any Credit Party in accordance with (and which are not inconsistent with) the terms of this Agreement,

(v) in any Insolvency Proceeding, vote on and, notwithstanding the reference to Section 510(a) of the Bankruptcy Code in Section 1129(b)(1) of the Bankruptcy Code, object to any plan of reorganization, plan of arrangement or proposal, except to the extent inconsistent with the provisions of this Agreement, and

(vi) cash bid for any Collateral at any public or private sale thereof.

(e) The Notes Agent shall use commercially reasonable efforts to provide at least five (5) Business Days’ prior written notice to the Revolving Agent in the event that the Notes Agent takes any Enforcement Action (other than in Exigent Circumstances or upon any Credit Party’s becoming subject to an Insolvency Proceeding), but shall have no liability for failing to do so.

(f) [Intentionally Omitted].

(g) The Notes Agent shall, to the extent permitted by law or any agreements with third party lessors of real property occupied by the Credit Parties, at any time prior to expiration of the Disposition Period, permit the Revolving Agent and its agents or representatives, at the Revolving Agent’s option after the occurrence and during the continuation of an Event of Default under and as defined in the Revolving Credit

Agreement (i) to enter any of the Premises constituting Notes Collateral in order to access, inspect, repossess, remove, prepare for sale, market or sell (either publicly or privately), or to enforce the Revolving Agent’s rights as a secured creditor in, the Revolving Credit Priority Collateral, including, without limitation, the examination and removal of Revolving Credit Priority Collateral and the examination and duplication of any Notes Collateral consisting of books and records of any Credit Party related to the Revolving Credit Priority Collateral, (ii) to use any of the Notes Collateral consisting of computers or other data processing Equipment related to the storage or processing of records, documents or files pertaining to the Revolving Credit Priority Collateral and to use any of the Notes Collateral consisting of other Equipment to handle or dispose of any Revolving Credit Priority Collateral pursuant to the Revolving Agent’s rights as a secured creditor in such Revolving Credit Priority Collateral, including any public or private sale thereof and (iii) to use, on a royalty-free basis, any of the Intellectual Property constituting Notes Collateral as is or may be necessary for the Revolving Agent to sell, collect or realize upon or otherwise liquidate the Revolving Credit Priority Collateral. The Revolving Agent shall not be required to pay any rent or fees to the Notes Agent or the Notes Purchasers in connection with such access and use of the Notes Collateral but shall be required to pay those amounts set forth in Sections 2.3(i) and (j) . Such use by the Revolving Agent of the Notes Collateral shall not be on an exclusive basis. The Notes Collateral Agent may not sell, assign or otherwise transfer the Notes Collateral prior to the expiration of the Disposition Period unless the purchaser, assignee or transferee thereof agrees to be bound by the provisions of Sections 2.3(g) , (h) , (j) , and (k) .

(h) The rights of the Revolving Agent set forth in Section 2.3(g) shall remain in effect until the end of the Disposition Period. As used herein, the “ Disposition Period ” shall mean a period of time not to exceed ninety (90) days from the earlier of (i) the date the Revolving Agent receives written notice from the Notes Agent stating that the Notes Claimholders intend to commence an Enforcement Action against the Notes Collateral and expressly notifying the Revolving Agent of the commencement of the Disposition Period, and (ii) the date the Revolving Agent first enters onto any Premises consisting of Notes Collateral or uses any Notes Collateral, in each case, to enforce its security interests in the Revolving Credit Priority Collateral located on such Premises; provided that the Disposition Period with respect to any leased Premises (or any Notes Collateral located thereon) shall not exceed the number of days (if any) that the Notes Agent or the Revolving Agent is permitted to occupy such Premises under any landlord waiver or other similar access agreement with respect thereto. In no event shall the Notes Agent or any of the Notes Claimholders take any action to interfere, limit or restrict the rights of the Revolving Agent or the exercise of such rights by the Revolving Agent to have access to or to use any of such Revolving Credit Priority Collateral pursuant to Section 2.3(g) prior to the expiration of the Disposition Period; provided that nothing contained herein shall be deemed an obligation or agreement by the Notes Agent to preserve, enforce or protect any Notes Collateral or any of the Notes Agent’s or the Revolving Agent’s rights with respect thereto. The Revolving Agent shall in no event take any action which would reasonably result in any of the Notes Collateral becoming forfeited, abandoned, dedicated to the public, invalidated or impaired in any way (ordinary wear and tear excepted), infringed, misappropriated or diluted.

(i) During the Disposition Period, the Revolving Agent shall be obligated, in each of the following cases, but only to the extent of its actual use or actual occupancy during any such Disposition Period of any Notes Collateral (A) to pay all utilities, taxes and all other maintenance and operating costs of any Premises and Equipment, but only to the extent such amounts are required to be paid and have not already been paid by the Credit Parties, (B) to pay the costs of maintaining insurance for such Premises and Equipment, substantially similar to the insurance maintained by the Credit Parties on such Premises, naming the Notes Agent as mortgagee, loss payee and additional insured (as its interests may appear), but only to the extent such insurance (including the insurance of the Credit Parties) is not otherwise in effect during the portion of the Disposition Period actually used or actually occupied by the Revolving Agent, (C) to repair at its expense any physical damage to any Notes Collateral resulting from any act or omission of the Revolving Agent, its agents or its representatives pursuant to such access, occupancy or use thereof, and to leave the Notes Collateral in a condition substantially similar to the condition of such Notes Collateral prior to the date of the commencement of the occupancy or use thereof by the Revolving Agent, its agents or its representatives (ordinary wear and tear and any diminution in value due to the removal of the Revolving Credit Priority Collateral excepted) and (D) with respect to any leased Premises subject to a landlord waiver or other similar access agreement in favor of the Notes Agent, to pay the amounts required under such landlord waiver or other access agreement in the amount that the Notes Agent would otherwise be required to pay during the Disposition Period.

(j) The Revolving Agent agrees to pay, indemnify and hold harmless the Notes Agent and the Notes Claimholders from and against (i) any loss, liability, claim, damage or expense (including the reasonable fees and expenses of legal counsel) arising out of any claim asserted by any third party as a result directly of any acts of gross negligence or willful misconduct by the Revolving Agent or any of its agents or representatives during the period of its or their occupation or use of such Premises or other Notes Collateral, (ii) any physical damage to Notes Collateral caused by the Revolving Agent or its agents or representatives (other than diminution of value thereof as a result of the removal of the Revolving Credit Priority Collateral) and (iii) any loss, liability, claim, damage or expense (including the reasonable fees and expenses of legal counsel) resulting from any release of hazardous materials on any real property of any Credit Party or arising in connection with the investigation, removal, clean-up and/or remediation of any hazardous material at such real property caused directly by the occupancy, use or control of such real property by the Revolving Agent or any of its agents or representatives, provided that, in each case, any claim with respect to any such loss, liability, claim, damage or expense shall be asserted within six months after the end of the Disposition Period; provided , further , that such six-month period shall be tolled for any claim resulting from or arising out of any latent, undiscovered or unknown loss, liability, claim, damage or expense. In no event shall the Revolving Agent or the Revolving Claimholders have any liability to the Notes Agent or the Notes Claimholders pursuant to this Section 2.3(j) or otherwise as a result of any condition on or with respect to the Notes Collateral existing prior to the date of the exercise by the Revolving Agent of its rights under Section 2.3(g) , and the Revolving Agent shall have no duty or liability to maintain the Notes Collateral in a condition or manner better than that in which it was maintained prior to the access and/or use thereof by the Revolving Agent.

(k) The Revolving Agent and each other Revolving Claimholder hereby acknowledge that the Notes Agent and the Notes Claimholders shall not be obligated to take any action to protect or to procure insurance with respect to any Notes Collateral, it being understood that the Notes Agent and the Notes Claimholders shall have no responsibility for loss or damage to the Revolving Credit Priority Collateral (other than as a result of the gross negligence or willful misconduct of the Notes Agent and/or the Notes Claimholders or their agents, as determined by a final, non-appealable judgment of a court of competent jurisdiction) and that, as between the Claimholders, all risk of loss or damage to the Revolving Credit Priority Collateral shall remain with the Revolving Agent and the Revolving Claimholders; provided that to the extent insurance obtained by the Notes Agent and/or the Notes Claimholders provides coverage for risks relating to access to or use of Revolving Credit Priority Collateral, the Revolving Agent will be made an additional named insured thereunder. Nothing in this Agreement shall affect or impair the Notes Agent’s or Notes Claimholders’ rights to abandon any Notes Collateral.

2.4 Distribution of Proceeds of Collateral .

(a) All Net Cash Proceeds of Revolving Credit Priority Collateral received by either Agent or any Claimholder in connection with any Enforcement Action shall be distributed first to the Revolving Agent for application to the Revolving Priority Obligations until Paid In Full, then to the Notes Agent for application to the Notes Obligations until Paid In Full, then to the Revolving Agent for application to any remaining Revolving Obligations. For purposes of this Section 2.4(a) , it is agreed that (i) if Revolving Credit Priority Collateral and Notes Collateral are sold or otherwise disposed of in a single transaction or series of related transactions with respect to which the terms of such transaction do not contain an allocation of the purchase consideration between such types of Collateral, then the Agents shall work jointly and in good faith to determine the allocation of proceeds from such disposition for a period of not less than thirty (30) days, and if at the end of such thirty (30) day period, the Agents in good faith have been unable to reach mutual agreement on such allocation, the Agents shall retain an independent appraiser reasonably satisfactory to both Agents for such purpose, whose determination of such allocation shall be binding on all parties, (ii) all such proceeds when applied to (x) the Revolving Obligations shall be applied to permanently reduce the Revolving Obligations and, to the extent applied to the outstanding principal amount of the Revolving Obligations, the lending commitments of the Revolving Lenders under the Revolving Credit Agreement (it being understood that, if the revolving commitments have not then been terminated, that such payment shall be accompanied by an equivalent permanent reserve against Availability) and (y) the Notes Obligations shall be applied to permanently reduce the Notes Obligations, (iii) all applications of such proceeds to any specified obligations shall be made in accordance with the Loan Documents governing such obligations, and (iv) Net Cash Proceeds shall be calculated net of, without duplication, any amounts allocated or carved out for professional fees or expenses, which amounts shall not be deemed to be received by any Agent or applied to any obligations.

(b) Until the Payment In Full of the Revolving Obligations, any proceeds of Revolving Credit Priority Collateral which may be received by the Notes Agent in connection with an Enforcement Action in respect of the Revolving Credit Priority Collateral shall be segregated and held in trust and promptly paid over to the Revolving Agent, for the benefit of the Revolving Agent and the Revolving Claimholders, in the same form as received, with any necessary endorsements. If the Notes Agent fails to make any such endorsement or assignment, the Revolving Agent is authorized to make the same as agent for the Notes Agent (which authorization, being coupled with an interest, is irrevocable).

(c) The provisions of this Section 2.4 are solely for the benefit of the Revolving Agent, on behalf of itself and the Revolving Claimholders, on the one hand, and the Notes Agent, on behalf of itself and the Note Claimholders, on the other hand, and not for the benefit of any other Person.

2.5 Insurance . Unless and until the Revolving Obligations have been Paid In Full, the Revolving Agent will have the sole and exclusive right to adjust or settle any insurance policy or claim covering the Revolving Credit Priority Collateral in the event of any loss thereunder and to approve any award granted in any condemnation or similar proceeding affecting the Revolving Credit Priority Collateral. To the extent that an insured loss covers both Revolving Credit Priority Collateral and Notes Collateral, then the Revolving Agent and the Notes Agent will work jointly and in good faith to collect, adjust and/or settle under the insurance policy, as applicable.

2.6 Certain Collateral Matters . The Revolving Agent acknowledges and agrees that to the extent that it (or its agent) retains physical possession or control of any of the Revolving Credit Priority Collateral (or any endorsement in respect thereof), it (or its agent) shall hold such Revolving Credit Priority Collateral (and endorsement) on behalf of the Notes Agent so that for purposes of perfecting any security interest or Lien in any Revolving Credit Priority Collateral it acts and holds such Revolving Credit Priority Collateral (and endorsement) on behalf of the Revolving Claimholders and the Notes Claimholders. The Notes Agent acknowledges and agrees that to the extent that it (or its agent) retains physical possession or control of any of the Revolving Credit Priority Collateral (or any endorsement in respect thereof), it (or its agent) shall hold such Revolving Credit Priority Collateral (and endorsement) on behalf of the Revolving Agent so that for purposes of perfecting any security interest or Lien in any Revolving Credit Priority Collateral it acts and holds such Revolving Credit Priority Collateral (and endorsement) on behalf of the Notes Claimholders and the Revolving Claimholders. Nothing in this Section 2.6 shall affect the relative priorities in and to the Revolving Credit Priority Collateral, all of which shall be governed by the other provisions of this Agreement.

2.7 Payments of Revolving Obligations and Notes Obligations . Nothing in this Agreement shall prohibit the receipt by the Revolving Agent or any other Revolving Claimholder of the required payments (or voluntary prepayments) under the Revolving Loan Documents of interest, principal and other amounts owed in respect of the Revolving Obligations or by the Notes Agent or any other Notes Claimholder of the required payments (or voluntary prepayments) under the Notes Documents of interest, principal and other amounts owed in

respect of the Notes Obligations, in either case, so long as such receipt is not the direct or indirect result of the violation or breach by the Notes Agent or any other Notes Claimholder, on the one hand, or the Revolving Agent or any other Revolving Claimholder, on the other hand, of the terms of this Agreement.

2.8 Notices of Default . The Revolving Agent and the Notes Agent agree to endeavor to give to the other copies of any notice of the occurrence of an Event of Default under and as defined in the Revolving Loan Documents and the Notes Documents, respectively, simultaneously with the sending of such notice to the Notes Issuer or the Revolving Borrowers, as applicable, but the failure to do so shall not affect the validity of such notice or create a cause of action against the party failing to give such notice or create any claim or right on behalf of any third party or affect the relative priorities of the Liens on the Revolving Credit Priority Collateral securing the Revolving Obligations or the Notes Obligations. The sending or receipt of such notice shall not obligate the recipient to cure such Event of Default.

2.9 Marshaling of Assets . The Notes Agent, on behalf of the Notes Claimholders, hereby waives any and all rights to have the Revolving Agent or any other Revolving Claimholder marshal any portion of the Revolving Credit Priority Collateral upon any foreclosure of or other enforcement of any of the Liens held by or on behalf of the Revolving Agent or any Revolving Claimholder. The Revolving Agent, on behalf of the Revolving Claimholders, hereby waives any and all rights to have the Notes Agent or any other Notes Claimholder marshal any portion of the Notes Collateral upon any foreclosure of or other enforcement of any of the Liens held by or on behalf of the Notes Agent or any Notes Claimholder.

2.10 Certain Notices . In the event that either Agent shall be required by the Uniform Commercial Code or any other applicable law to give notice to the other Agent of intended disposition of Collateral, such notice shall be given in accordance with Section 8.7 , and ten (10) days’ notice shall be deemed to be commercially reasonable.

2.11 Books and Records . In the event that the Notes Agent shall, in the exercise of its rights under the Notes Documents or otherwise, receive possession or control of any books and records of any Credit Party which contain information identifying or pertaining to any Revolving Credit Priority Collateral, the Notes Agent shall notify the Revolving Agent that it has received such books and records and shall, as promptly as practicable after demand therefor, make available to the Revolving Agent (at the Revolving Agent’s expense) such books and records for inspection and duplication. In the event that the Revolving Agent shall, in the exercise of its rights under the Revolving Loan Documents or otherwise, receive possession or control of any books and records of any Credit Party which contain information identifying or pertaining to any Collateral, the Revolving Agent shall notify the Notes Agent that it has received such books and records and shall, as promptly as practicable after demand therefor, make available to the Notes Agent (at the Notes Agent’s expense) such books and records for inspection and duplication.

3.	INSOLVENCY PROCEEDINGS .

3.1 Financing and Adequate Protection Issues .

(a) Financing Issues .

(i) If any Credit Party shall become subject to any Insolvency Proceeding, the Notes Agent, on behalf of itself and the Notes Claimholders, agrees that no such Person shall provide to any Credit Party any financing under Section 364(d) of the Bankruptcy Code (a “ DIP Financing ”) to the extent that the Notes Agent or any Notes Claimholder would, in connection with such DIP Financing, be granted a Lien on the pre-petition Revolving Credit Priority Collateral of any Credit Party senior to or pari passu with the Lien of the Revolving Agent.

(ii) Until the Payment in Full of the Revolving Obligations, if any Credit Party shall become subject to any Insolvency Proceeding, and if the Revolving Agent or one or more of the Revolving Lenders desire to permit the usage of cash collateral which constitutes Revolving Credit Priority Collateral under the Bankruptcy Code or to provide a DIP Financing to such Credit Party that is secured by a security interest in any or all of the Revolving Credit Priority Collateral, then the Notes Agent, on behalf of itself and the Notes Claimholders, agrees that no objection will be raised by the Notes Agent or the Notes Purchasers to any such cash collateral usage or such DIP Financing so long as (A) the Notes Agent retains a Lien on such Revolving Credit Priority Collateral (including proceeds thereof arising after the commencement of such proceeding) with the same relative priority with respect to the Liens of the Revolving Agent as existed prior to the commencement of the Insolvency Proceeding, (B) the Notes Agent receives a replacement lien on post-petition assets to the same extent granted to the Person providing such DIP Financing or usage of cash collateral, with the same relative priority with respect to the Liens of the Revolving Agent as existed prior to the commencement of the Insolvency Proceeding, (C) the aggregate principal amount of loans and letter of credit accommodations outstanding under such DIP Financing and/or usage of cash collateral, together with the aggregate principal amount of the pre-petition Revolving Principal Obligations, shall not exceed the sum of the amount set forth in clause I of the definition of Revolving Maximum Amount as in then in effect plus Four Million Dollars, (D) the interest rate, fees and advance rates of any such DIP Financing or usage of cash collateral are commercially reasonable under the circumstances, (E) any such cash collateral use or DIP Financing does not compel such Credit Party to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms are set forth in the cash collateral order or related documentation or DIP Financing order or related documentation, (F) such cash collateral order or related documentation or DIP Financing order or related documentation does not require the liquidation of the Revolving Credit Priority Collateral prior to a default under such order or related documentation, (G) the Liens securing the Revolving Obligations are subordinated to or pari passu with the Liens securing such DIP Financing and (H) any such DIP Financing or usage of cash collateral is otherwise subject to the terms of this Agreement.

(b) Adequate Protection .

(i) Until the Payment in Full of the Revolving Obligations, in any Insolvency Proceeding involving any Credit Party, the Notes Agent agrees that neither the Notes Agent nor any other Notes Claimholder shall contest (or support any other Person contesting) (A) any request by the Revolving Agent or any other Revolving Claimholders for adequate protection with respect to Revolving Credit Priority Collateral not prohibited pursuant to this Agreement or (B) any objection by the Revolving Agent or any other Revolving Claimholders to any motion, relief, action or proceeding brought by any Person other than the Notes Agent or any other Notes Claimholder based on the Revolving Agent or any other Revolving Claimholders claiming a lack of adequate protection with respect to Revolving Credit Priority Collateral.

(ii) In any Insolvency Proceeding involving any Credit Party:

(A) If any one or more Revolving Claimholders are granted adequate protection in the form of a replacement Lien (on existing or future assets of any Credit Party consisting of Revolving Credit Priority Collateral) or, subject to Section 3.1(a) , additional collateral consisting of Revolving Credit Priority Collateral, then the Revolving Agent agrees that the Notes Agent shall also be entitled to seek, without objection from the Revolving Claimholders, adequate protection in the form of a replacement Lien (on such existing or future assets of such Credit Party) or such additional collateral.

(B) In the event that the Notes Agent or any other Notes Claimholders are granted adequate protection of any interest in any Revolving Credit Priority Collateral in the form of a super-priority administrative expense claim, such super-priority administrative expense claim shall be deemed to be subject to the terms and priorities hereunder, meaning for example that the super-priority administrative expense claims for adequate protection of the interests of the Notes Agent in the Revolving Credit Priority Collateral shall be junior and not senior to the Revolving Agent’s claim in respect of the Revolving Credit Priority Collateral.

(C) To the extent that the Notes Agent and the other Notes Claimholders are not prohibited from seeking adequate protection with respect to Revolving Credit Priority Collateral under this Agreement, the Revolving Agent agrees that it will raise no objection to a request for adequate protection with respect to Revolving Credit Priority Collateral, or similar relief, by the Notes Claimholders in the form of payment of interest on the Notes Obligations during the pendency of such Insolvency

Proceeding so long as the rate of interest so requested by such Notes Claimholders does not exceed the default rate of interest applicable to the Notes Obligations immediately prior to the commencement of such Insolvency Proceeding ( provided that any failure of the Notes Agent or any other Notes Claimholder to obtain such adequate protection shall not impair or otherwise affect the agreements, undertakings and consents of the Notes Agent and the other Notes Claimholders under this Section 3.1(b) ). To the extent that the Revolving Agent and the other Revolving Claimholders are not prohibited from seeking adequate protection with respect to Revolving Credit Priority Collateral under this Agreement, the Notes Agent agrees that it will raise no objection to a request for adequate protection with respect to Revolving Credit Priority Collateral, or similar relief, by the Revolving Claimholders in the form of payment of interest on the Revolving Priority Obligations during the pendency of such Insolvency Proceeding so long as the rate of interest so requested by such Revolving Claimholders does not exceed the default rate of interest applicable to the Revolving Obligations immediately prior to the commencement of such Insolvency Proceeding ( provided that any failure of the Revolving Agent or any other Revolving Claimholder to obtain such adequate protection shall not impair or otherwise affect the agreements, undertakings and consents of the Revolving Agent and the other Revolving Claimholders under this Section 3.1(b) ).

3.2 Effectiveness . This Agreement shall be effective both before and after the commencement of any Insolvency Proceeding. All references in this Agreement to any Credit Party shall include such Credit Party as a debtor-in-possession and any receiver or trustee or other party for such Credit Party in any Insolvency Proceeding; provided that such Credit Party, whether or not acting as a debtor-in-possession, may not enforce this Agreement in any such Insolvency Proceeding ( provided that this will not be deemed to affect or limit the rights of the Revolving Agent, on the one hand, or the Notes Agent, on the other hand, hereunder).

3.3 Other Bankruptcy Matters .

(a) Until the Payment in Full of the Revolving Obligations, to the extent that the Notes Agent has or acquires rights under Section 362, Section 363 or Section 364 of the Bankruptcy Code (or any applicable law or court order having comparable effect) with respect to any of the Revolving Credit Priority Collateral, the Notes Agent agrees not to assert any of such rights without the prior written consent of the Revolving Agent. The Notes Agent agrees not to initiate or prosecute or encourage any other Person to initiate or prosecute any claim, action, objection or proceeding (i) challenging the enforceability of the Revolving Obligations, or (ii) challenging the enforceability, validity, extent or priority, as and to the extent provided for in this Agreement, of any Lien on any Revolving Credit Priority Collateral securing the Revolving Obligations.

(b) Until the Payment in Full of the Revolving Obligations, the Notes Agent, on behalf of itself and the Notes Claimholders, agrees that none of them shall:

(i) seek relief from the automatic stay or any other stay in any Insolvency Proceeding in respect of any Revolving Credit Priority Collateral. without the prior written consent of the Revolving Agent; provided that, if the Revolving Agent and the other Revolving Claimholders have obtained such relief, then the Notes Agent and the other Notes Claimholders may also seek such relief, it being understood and agreed that the Notes Agent and other Notes Claimholders may not take any actions which are otherwise prohibited under this Agreement; or (ii) oppose any request by the Revolving Agent or any other Revolving Claimholder to seek relief from the automatic stay or any other stay in any Insolvency Proceeding in respect of the Revolving Credit Priority Collateral.

(c) If any Claimholder is required in any Insolvency Proceeding or otherwise to turn over or otherwise pay to the estate of any Credit Party or any subsidiary thereof any amount in respect of any Revolving Obligation or any Notes Obligation, as applicable (a “ Recovery ”), then such Claimholder shall be entitled to a reinstatement of its obligations with respect to all such recovered amounts. If this Agreement shall have been terminated prior to such Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto from such date of reinstatement. Any Collateral or Net Cash Proceeds thereof received by any Agent or any other Claimholder after a discharge of the obligations of the applicable Claimholders and prior to the reinstatement of such obligations shall be delivered to the applicable Agent upon such reinstatement in accordance with the provisions of this Agreement.

(d) The Notes Agent, on behalf of itself and the Notes Claimholders, agrees that it will not contest the payment of interest, costs, charges, fees, expenses or other payments or amounts to the Revolving Agent or any other Revolving Claimholder under Section 506(b) of the Bankruptcy Code (or any applicable law or court order having comparable effect) with respect to the Revolving Credit Priority Collateral to the extent provided for in the Revolving Loan Documents and subject to the terms of this Agreement. In addition, to the extent the Revolving Obligations have been or will be Paid In Full, including interest, costs, charges, fees, expenses and other payments and amounts allowed under Section 506(b) of the Bankruptcy Code (or any applicable law or court order having comparable effect), the Revolving Agent agrees that it will not contest the payment or amount of interest, costs, charges, fees, expenses or other payments or amounts to the Notes Agent or any other Notes Claimholder under Section 506(b) of the Bankruptcy Code (or any applicable law or court order having comparable effect) with respect to the Revolving Credit Priority Collateral to the extent provided for in the Notes Documents and subject to the terms of this Agreement. The Notes Agent, on behalf of itself and the Notes Claimholders, agrees that it will not assert or enforce any claim under Sections 506(c) or 552(b) of the Bankruptcy Code (or any applicable law or court order having comparable effect) senior to or on parity with the Lien of the Revolving Agent for costs or expenses of preserving or disposing of the Revolving Credit Priority Collateral.

(e) The Notes Agent, on behalf of itself and the Notes Claimholders, agrees that it will raise no objection and will not oppose a motion to sell or otherwise dispose of any Revolving Credit Priority Collateral by the Revolving Agent, free and clear of its Liens or other claims under Section 363 of the Bankruptcy Code or pursuant

to any plan of reorganization or liquidation (or any applicable law or court order having comparable effect) if the requisite Revolving Claimholders have consented to such sale or disposition of such assets; provided that, (i) the Revolving Obligations (and, to the extent applied to the outstanding principal amount of the Revolving Obligations, the revolving commitments of the Revolving Lenders under the Revolving Credit Agreement) shall be permanently reduced by an amount equal to the Net Cash Proceeds of such sale or other disposition (net of, without duplication, any amounts allocated or carved out for professional fees or expenses, which amounts shall not be deemed to be received by the Revolving Agent or applied to the Revolving Obligation) which are used to pay the principal or face amount of such obligations and (ii) the Liens and other interests of the Notes Agent and the other Notes Claimholders in such Revolving Credit Priority Collateral attach to the proceeds thereof, which shall then be distributed in accordance with, and subject to, the terms and priorities of this Agreement. For purposes of this Section 3.3(e) , the Notes Collateral Agent, for itself and each other Notes Claimholder, shall be deemed to have consented, for purposes of Section 363(f) of the Bankruptcy Code and other applicable law, to any sale of Revolving Credit Priority Collateral made under the terms and conditions set forth above, free and clear of all Liens and other interests of the Notes Agent and Notes Claimholders; provided that such consent and waiver shall not be deemed to be a waiver or other impairment with respect to the right of the Notes Agent and/or Notes Claimholders, as applicable, to credit bid on the Revolving Credit Priority Collateral pursuant to Section 363(k) of the Bankruptcy Code or other applicable law.

(f) If, in any Insolvency Proceeding of any Credit Party, debt obligations of the reorganized debtor secured by Liens upon any Revolving Credit Priority Collateral of the reorganized debtor are distributed pursuant to a plan of reorganization or similar dispositive restructuring plan, then, to the extent the debt obligations distributed on account of the Revolving Obligations and on account of the Notes Obligations are secured by Liens upon the same Revolving Credit Priority Collateral, the provisions of this Agreement will survive the distribution of such debt obligations pursuant to such plan and will apply with like effect to the Liens securing such debt obligations.

(g) The Notes Agent, for itself and on behalf of the Notes Claimholders, waives any claim it or they may hereafter have against the Revolving Agent or any Revolving Claimholder arising out of the election of the Revolving Agent or any Revolving Claimholder of the application of Section 1111(b)(2) of the Bankruptcy Code with respect to the Revolving Credit Priority Collateral.

(h) Each Agent, on behalf of itself and the Claimholders for which it acts as Agent, and each Credit Party hereby acknowledge and agree that:

(i) the grants of Liens in Revolving Credit Priority Collateral pursuant to the Revolving Loan Documents and the Notes Documents constitute two separate and distinct grants of Liens; and

(ii) because of, among other things, the Agents’ differing rights in the Revolving Credit Priority Collateral, the Revolving Obligations (and the claims related thereto) are fundamentally different from the Notes Obligations (and the claims related thereto) and must be separately classified in any plan of reorganization proposed or adopted in an Insolvency Proceeding.

To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the Revolving Claimholders and the Notes Claimholders in respect of the Revolving Credit Priority Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then each of the parties hereto hereby acknowledges and agrees that, subject to Section 2.1 and Section 2.4 , all distributions shall be made as if there were separate classes of senior and junior secured claims against the Credit Parties in respect of the Revolving Credit Priority Collateral (with the effect being that, to the extent that the aggregate value of such Revolving Credit Priority Collateral is sufficient (for this purpose ignoring all claims held by the Notes Claimholders), the Revolving Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest (including any additional interest payable pursuant to the Revolving Loan Documents, arising from or related to a default, which is disallowed as a claim in any Insolvency Proceeding) before any distribution is made in respect of the claims held by the Notes Claimholders, with the Notes Agent, on behalf of the Notes Claimholders, hereby acknowledging and agreeing to turn over to the Revolving Agent, on behalf of the Revolving Claimholders, amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Notes Claimholders).

4. MODIFICATIONS OF REVOLVING LOAN DOCUMENTS AND NOTES DOCUMENTS . Without the prior written consent of the Notes Agent, neither the Credit Parties nor the Revolving Agent shall, at any time, execute or deliver any amendment or other modification to any of the Revolving Loan Documents or refinance the Revolving Obligations in a manner which would be inconsistent with or in violation of this Agreement. Without the prior written consent of the Revolving Agent, neither the Credit Parties nor the Notes Agent shall, at any time, execute or deliver any amendment or other modifications to any of the Notes Documents or refinance the Notes Obligations in a manner which would be inconsistent with or in violation of this Agreement.

5.	RELIANCE; WAIVERS .

5.1 Reliance .

(a) The Revolving Credit Agreement, the other Revolving Loan Documents and all related documents and agreements are deemed to have been executed and delivered, and all loans and other extensions of credit thereunder are deemed to have been made or incurred, in reliance upon this Agreement. The Notes Agent expressly waives all notice of the acceptance of and reliance on this Agreement by the Revolving Agent and the Revolving Lenders.

(b) The Note Purchase Agreement, the other Notes Documents and all related documents and agreements are deemed to have been executed and delivered, and all loans and other extensions of credit thereunder are deemed to have been made or incurred, in reliance upon this Agreement. The Revolving Agent expressly waives all notice of the acceptance of and reliance on this Agreement by the Notes Agent and the Notes Purchasers.

5.2 No Warranties or Liability . The Notes Agent, on the one hand, and the Revolving Agent, on the other hand, acknowledge and agree that neither has made any representation or warranty with respect to the execution, validity, legality, completeness, collectability or enforceability of the Revolving Credit Agreement or any other Revolving Loan Document or the Note Purchase Agreement or any other Notes Document. Except as otherwise provided in this Agreement, the Revolving Agent, on the one hand, and the Notes Agent, on the other hand, will be entitled to manage and supervise their respective loans, extensions of credit and extensions of indebtedness to the Notes Issuer or the Revolving Borrowers, as applicable, as the case may be, in accordance with law and their usual practices, modified from time to time as they deem appropriate.

5.3 No Waiver of Subordination or Other Provisions . No right of any party hereto to enforce subordination or any other right or benefit provided in this Agreement shall at any time, in any way, be prejudiced or impaired by any act or failure to act on the part of such party or any other party hereto or by any noncompliance by any Credit Party with the terms and conditions of any of the Revolving Loan Documents or the Notes Documents.

6.	OBLIGATIONS UNCONDITIONAL .

6.1 Revolving Obligations Unconditional . All rights and interests of the Revolving Agent under this Agreement, and all agreements and obligations of the Notes Agent and the Credit Parties, to the extent applicable, hereunder, shall remain in full force and effect irrespective of:

(a) any lack of validity or enforceability of the Revolving Credit Agreement or any other Revolving Loan Document;

(b) any change in the time, place or manner of payment of, or in any other term of, all or any portion of the Revolving Obligations, or any amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding, extension, renewal or restatement of the Revolving Credit Agreement or any other Revolving Loan Document, in each case as permitted under this Agreement;

(c) any exchange, release or non-perfection of any security interest in any Collateral, or any release, amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding, extension, renewal or restatement of all or any portion of the Revolving Obligations or any guarantee or guaranty thereof; or

(d) any other circumstances which otherwise might constitute a defense available to, or a discharge of, any Credit Party in respect of the Revolving Obligations, or of any of the Notes Agent or any Credit Party, to the extent applicable, in respect of this Agreement.

6.2 Notes Obligations Unconditional . All rights and interests of the Notes Agent under this Agreement, and all agreements and obligations of the Revolving Agent and the Credit Parties, to the extent applicable, hereunder, shall remain in full force and effect irrespective of:

(a) any lack of validity or enforceability of the Note Purchase Agreement or any other Notes Document;

(b) any change in the time, place or manner of payment of, or in any other term of, all or any portion of the Notes Obligations, or any amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding, extension, renewal or restatement of the Note Purchase Agreement or any other Notes Document, in each case as permitted under this Agreement;

(c) any exchange, release or non-perfection of any security interest in any Collateral, or any release, amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding, extension, renewal or restatement of all or any portion of the Notes Obligations or any guarantee or guaranty thereof; or

(d) any other circumstances which otherwise might constitute a defense available to, or a discharge of, any Credit Party in respect of the Notes Obligations, or of any of the Revolving Agent or any Credit Party, to the extent applicable, in respect of this Agreement.

7.	NOTES PURCHASERS PURCHASE OPTION .

7.1 At any time after the occurrence of any Trigger Event, the Notes Purchasers shall have an option, exercised by delivery of notice by the Notes Agent to the Revolving Agent (a “ Purchase Notice ”) to purchase all (but not less than all) of the Revolving Priority Obligations from the Revolving Lenders and, in conjunction therewith, assume that portion of the commitments of the Revolving Lenders under the Revolving Loan Documents up to the amount set forth in clause I(A) of the definition of Revolving Maximum Amount. The Purchase Notice shall be irrevocable and shall specify a date for the closing of the purchase, which shall not be more than ten (10) Business Days after receipt by the Revolving Agent of the Purchase Notice.

7.2 The Revolving Agent shall deliver to the Notes Agent the written notice referred to in clause (a) of the definition of “Trigger Event” (such notice, the “ Trigger Notice ”) (a) in the absence of an Exigent Circumstance, not less than three (3) Business Days prior to the taking of the earliest of the actions described in clause (a) of the definition of “Trigger Event” or (b) if Exigent Circumstances exist, as soon as practicable and in any event not more than one (1) Business Day after the taking of such action. The Notes Agent may send to the Revolving Agent the Purchase Notice referred to in Section 7.1 at any time following the occurrence of a Trigger

Event, in which event, following receipt by the Revolving Agent of the Purchase Notice, the Revolving Agent and the other Revolving Claimholders shall not accelerate the Revolving Obligations or commence any Enforcement Action with respect to any Revolving Credit Priority Collateral (including, without limitation, by set off or otherwise), to the extent such action has not been taken, or continue any such Enforcement Action, to the extent such action has already commenced; provided that the purchase and sale with respect to the Revolving Priority Obligations and assumption of the applicable commitments of the Revolving Lenders under the Revolving Loan Documents provided for in this Section 7 shall have closed within ten (10) Business Days after receipt by the Revolving Agent of the Purchase Notice, and the Revolving Agent shall have received payment in full of the Revolving Priority Obligations, and the Notes Purchasers shall have assumed the applicable commitments of the Revolving Lenders under the Revolving Loan Documents as provided for herein, within such ten (10) Business Day period.

7.3 On the date specified by the Notes Agent in the Purchase Notice (which shall not be more than ten (10) Business Days after the receipt by the Revolving Agent thereof), the Revolving Agent and the Revolving Lenders shall sell and assign to the Notes Purchasers, and the Notes Purchasers shall purchase from the Revolving Agent and the Revolving Lenders, all (but not less than all) of the Revolving Priority Obligations, and the Notes Agent and the Notes Purchasers shall assume the applicable commitments of the Revolving Agent and the Revolving Lenders under the Revolving Loan Documents.

7.4 Upon the date of such purchase and sale, the Notes Purchasers shall pay to the Revolving Agent and the Revolving Lenders as the purchase price therefor (a) the amount necessary to achieve Payment In Full of the Revolving Priority Obligations (exclusive of any early termination or prepayment fees) (including, as applicable, any amounts necessary for cash collateralization of the Revolving Priority Obligations pursuant to clause (iii) of paragraph (a) of the definition of “Paid in Full”) and (b) such amount of cash collateral as the Revolving Agent determines is reasonably necessary to secure Revolving Priority Obligations in connection with Asserted Indemnification Claims. Further, the Notes Purchasers shall (x) agree to reimburse the Revolving Agent for any loss, cost, damage or expense (including reasonable attorneys’ fees and legal expenses) in connection with any commissions, fees, costs or expenses related to any issued and outstanding letters of credit as described above and any checks or other payments provisionally credited to the Revolving Priority Obligations for which the Revolving Agent or any Revolving Lender has not yet received final payment, (y) agree to pay to the Revolving Agent and the Revolving Lenders, to the extent still outstanding and to the extent the Notes Agent and/or the Notes Purchasers receive proceeds of Revolving Credit Priority Collateral sufficient to pay such amounts, any Revolving Obligations that exceed the amount of the Revolving Priority Obligations after the payment to the Notes Purchasers of all of the Notes Obligations in full and all of the Revolving Obligations purchased by the Notes Purchasers pursuant to this Section 7 in full, and (z) assume the applicable commitments of the Revolving Lenders under and pursuant to the Revolving Loan Documents pursuant to assignment and assumption documents reasonably satisfactory to the Agents. Such purchase price and cash collateral shall be remitted by wire transfer in federal funds to such bank account of the Revolving Agent as the Revolving Agent may designate in writing to the Notes Agent for such purpose. Interest and letter of credit fees shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the Notes Purchasers to the bank account designated by the Revolving Agent are received in such bank account prior to 1:00 p.m.,

New York City time, and interest and letter of credit fees shall be calculated to and including such Business Day if the amounts so paid by the Notes Purchasers to the bank account designated by the Revolving Agent are received in such bank account later than 1:00 p.m., New York City time.

7.5 Such purchase shall be expressly made without representation or warranty of any kind by the Revolving Agent and the Revolving Lenders as to the Revolving Obligations or otherwise and without recourse to the Revolving Agent or any Revolving Lender, except that the Revolving Agent and each Revolving Lender shall represent and warrant (a) the amount of the Revolving Obligations being purchased from it, (b) that it owns its portion of the Revolving Obligations free and clear of any Liens or encumbrances and (c) that it has the right to assign such Revolving Obligations and the assignment is duly authorized by it.

7.6 From and after the date of such purchase and sale, the claims of the Revolving Agent and the Revolving Lenders for contingent indemnification obligations of the Revolving Borrowers, if any, that survive the termination of the Revolving Loan Documents and which are not cash collateralized pursuant to Section 7.4 will continue to be secured by the Liens on the Revolving Credit Priority Collateral so long as, on the date of such purchase and sale, the Revolving Agent executes and delivers a subordination agreement subordinating all of its surviving claims and interests in the Liens on the Revolving Credit Priority Collateral to the claims and interests in the Liens on the Revolving Credit Priority Collateral of the Notes Agent and the Note Purchasers for both the Notes Obligations and the Revolving Obligations purchased by the Note Purchasers pursuant to this Section 7 and otherwise substantially in the form of this Agreement and acceptable to the Agents in their reasonable discretion (save and except for the fact that such subordination agreement shall not have a buyout right or the other provisions specified in this Section 7 and in no event shall the Revolving Claimholders be permitted to take any Enforcement Action).

7.7 Upon the consummation of any purchase and sale provided for herein, the Revolving Agent and the Revolving Lenders shall be released from and discharged of their respective duties, responsibilities and obligations under or in connection with the Revolving Loan Documents, and concurrently with the closing of such purchase and sale. the Revolving Agent shall be deemed to have resigned as “Agent” under the Revolving Loan Documents and the Notes Agent or any designee of the Notes Agent shall be deemed to have succeeded to the role of “Agent” under the Revolving Loan Documents; provided that, after such purchase and sale, the rights, benefits and protections under the Notes Documents shall apply to the Notes Agent (or its designee) acting in its capacity as the Revolving Agent, and the Notes Agent (or its designee) when acting as the Revolving Agent, at its sole option, may rely on or invoke its rights, benefits and protections under either the Revolving Loan Documents or the Notes Documents.

8.	MISCELLANEOUS .

8.1 Conflicts . In the event of direct conflict between the provisions of this Agreement and the provisions of any Revolving Loan Document or any Notes Document, the provisions of this Agreement shall govern.

8.2 Continuing Nature of Provisions . This Agreement shall continue to be effective, and shall not be revocable by any party hereto, until all Revolving Obligations and all Notes Obligations shall have been paid in full in cash. This is a continuing agreement of subordination and other rights and benefits, and the Revolving Lenders and the Notes Purchasers may continue, at any time and without notice to the other parties hereto, to extend credit and other financial accommodations, lend monies and provide indebtedness to, or for the benefit of, the Notes Issuer and/or the Revolving Borrowers, as applicable, in reliance on the terms hereof. This Agreement shall continue to be effective notwithstanding protections that may otherwise be available in favor of a party to this Agreement against another party to this Agreement pursuant to Section 363(m) and Section 364(e) of the Bankruptcy Code, or pursuant to an equitable mootness or similar doctrine.

8.3 Subrogation . Each Agent, on behalf of itself and the Claimholders for whom it acts as Agent, hereby waives any rights of subrogation it may acquire as a result of any payment by it or any of its constituent Claimholders hereunder until the holder of the obligations in which it has received such subrogation rights has been Paid in Full.

8.4 Amendments; Waivers . No amendment or modification of any of the provisions of this Agreement by the Revolving Agent, on the one hand, or the Notes Agent, on the other hand, shall be deemed to be made unless the same shall be in writing and signed by each of the Agents and, if such amendment or modification would adversely affect the Credit Parties, by the Credit Party that would be adversely affected thereby. No waiver of any of the provisions of this Agreement shall be deemed to be made unless the same shall be in writing and signed on behalf of the party making the same, and each waiver, if any, shall be a waiver only with respect to the specific instance involved and shall in no way impair the rights of the party making such waiver or the obligations of the other party to such party in any other respect or at any other time. For avoidance of doubt, any actions taken in accordance with the terms of this Agreement hereunder by the Revolving Agent shall bind the Revolving Agent and the other Revolving Claimholders and any actions taken hereunder by the Notes Agent shall bind the Notes Agent and the other Notes Claimholders.

8.5 Information Concerning Financial Condition of the Credit Parties . The Revolving Agent, on the one hand, and the Notes Agent, on the other hand, hereby agree that neither Agent has a duty to inform the other Agent regarding (i) the financial condition of the Credit Parties or (ii) any other circumstances bearing upon the risk of nonpayment of the Revolving Obligations or the Notes Obligations. The Revolving Agent, on the one hand, and the Notes Agent, on the other hand, hereby agree that no party shall have any duty to advise any other party of information known to it regarding such condition or any such circumstances. In the event that the Revolving Agent, on the one hand, or the Notes Agent, on the other hand, in its respective discretion, undertakes at any time or from time to time to provide any such information to any other party to this Agreement, it shall be under no obligation (a) to provide any such information to such other party or any other party on any subsequent occasion, (b) to undertake any investigation not a part of its regular business routine, or (c) to disclose any information which, pursuant to accepted or reasonable commercial finance practices, such party wishes to maintain confidential. None of the Revolving Agent, the other Revolving Claimholders or any of their respective directors, members, managers, officers, agents or employees, on the one hand, nor the Notes Agent, the other Notes Claimholders or any of their respective directors, members,

managers, officers, agents or employees, on the other hand, shall be responsible to the other or to any other Person for any Credit Party’s solvency, financial condition or ability to repay the Revolving Obligations or the Notes Obligations or for statements of any Credit Party, oral or written, or for the validity, sufficiency or enforceability of the Revolving Obligations, the Notes Obligations, the Revolving Loan Documents or the Notes Documents, or any Liens granted by the Credit Parties to the Agents in connection therewith. Each of the Revolving Agent and the other Revolving Claimholders, on the one hand, and the Notes Agent and the other Notes Claimholders, on the other hand, have entered into their respective financing agreements with the Notes Issuer or the Revolving Borrowers, as applicable, based upon their own independent investigation, and make no warranty or representation to the other nor do they rely upon any representation of the other with respect to matters identified or referred to in this Section 8.5 .

8.6 Consent to Jurisdiction; Waivers . THE PARTIES HERETO CONSENT TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW YORK. THE PARTIES HERETO WAIVE TRIAL BY JURY, ANY OBJECTION TO ANY ACTION INSTITUTED IN SUCH COURTS BASED ON FORUM NON CONVENIENS, AND ANY OBJECTION TO THE VENUE OF ANY ACTION INSTITUTED IN SUCH COURTS.

8.7 Notices . Unless otherwise specifically provided herein, any notice or other communication herein required or permitted to be given shall be in writing and may be personally served, facsimiled, or sent by overnight express courier service or United States mail and shall be deemed to have been given when delivered in person or by courier service or by United States mail (certified, with postage prepaid and properly addressed), or upon transmission of a facsimile (if transmitted during normal business hours, otherwise such notice shall be deemed delivered at the opening of the next Business Day). For purposes of this Section 8.7 , the addresses of the parties hereto (until notice of a change thereof is delivered as provided in this Section 8.7 ) shall be as set forth below each party’s name on the signature pages hereof, or, as to each party, at such other address as may be designated by such party in a written notice to all of the other parties.

8.8 Further Assurances . The Revolving Agent and the Notes Agent shall take such further action and shall execute and deliver to the other Agent such additional documents and instruments (in recordable form, if requested) as either the Revolving Agent, on the one hand, or the Notes Agent, on the other hand, may reasonably request to effectuate the terms of and the subordination and other rights and benefits contemplated by this Agreement.

8.9 Governing Law: Successors and Assigns . This Agreement shall be interpreted, and the rights and liabilities of the parties hereto determined, in accordance with the law of the State of New York. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns. In the event of any refinancing, replacement, refunding, extension, renewal, restatement or similar transaction with respect to (i) the Revolving Credit Agreement or any other Revolving Loan Document or (ii) the Notes Purchase Agreement or any other Notes Document, this Agreement and each of its provisions shall automatically, and without further act or deed on behalf of any Person, apply to the agreement or other document relating to any such refinancing, replacement, refunding, extension, renewal, restatement or similar transaction, as the case may be, and the holders of the indebtedness thereunder and, for

the avoidance of doubt, in the event any such refinancing, replacement, refunding, extension, renewal, restatement or similar transaction occurs, the related Revolving Obligations or Notes Obligations, as the case may be, shall not be deemed to be Paid In Full for purposes of this Agreement. Any sale, participation, assignment or other transfer of the Revolving Obligations or the Notes Obligations shall be expressly made subject to the terms of this Agreement. In connection with any such sale, participation. assignment or other transfer, the applicable Agent shall disclose to such purchaser, participant, assignee or transferee the existence and terms and conditions of this Agreement.

8.10 Section Titles . The section titles contained in this Agreement are and shall be without substantive meaning or content of any kind whatsoever and are not a part of the agreement between the parties hereto.

8.11 Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be an original and all of which shall together constitute one and the same document. Delivery of an executed signature page by facsimile machine or “pdf” shall be as effective as delivery of a manually signed original signature page.

8.12 No Benefit to Third Parties . The terms and provisions of this Agreement shall be for the sole benefit of the Revolving Agent and the other Revolving Claimholders, on the one hand, and the Notes Agent and the other Notes Claimholders, on the other hand, and their respective successors and assigns (as permitted by Section 8.9 ), and no other Person shall have any right, benefit, priority or interest under or because of this Agreement.

8.13 Additional Credit Extensions .

(a) If the Revolving Agent or the other Revolving Claimholders should honor a request by a Revolving Borrower for a loan, advance or other financial accommodation under the Revolving Loan Documents, whether or not such Person has knowledge that honoring such request would result in an Event of Default under and as defined in (or an act, condition or event which, with notice or passage of time or both, would constitute such an Event of Default) the Notes Documents, in no event shall the Revolving Agent or any of the other Revolving Claimholders have any liability to the Notes Agent or the other Notes Claimholders (or any successors or assigns to or of any such Person) as a result of such breach, and, without limiting the generality of the foregoing, the Notes Agent, on behalf of the Notes Claimholders, hereby agrees that neither the Revolving Agent nor any of the other Revolving Claimholders shall have any liability for tortious interference with contractual relations or for inducement by any such Person of a Credit Party to breach of contract or otherwise.

(b) If the Notes Agent or the other Notes Claimholders should honor a request by the Notes Issuer, for a loan, advance or other financial accommodation under the Notes Documents, whether or not such Person has knowledge that honoring such request would result in an Event of Default under and as defined in (or an act, condition or event which, with notice or passage of time or both, would constitute such an Event of Default) the Revolving Loan Documents, in no event shall the Notes Agent or any of the other Notes Claimholders have any liability to the Revolving Agent or the other Revolving

Claimholders (or any successors or assigns to or of any such Person) as a result of such breach, and, without limiting the generality of the foregoing, the Revolving Agent, on behalf of the Revolving Claimholders, hereby agrees that neither the Notes Agent nor any of the other Notes Claimholders shall have any liability for tortious interference with contractual relations or for inducement by any such Person of a Credit Party to breach of contract or otherwise.

8.14 Agency for Perfection . Each of the Revolving Agent and the Revolving Claimholders, on the one hand, and each of the Notes Agent and the Notes Claimholders, on the other hand, appoints each of the other Agent and Claimholders as agent and bailee for purposes of perfecting such Person’s Liens on the Revolving Credit Priority Collateral in the possession or under the control of such other Agent or Claimholder and, in the case of the Revolving Credit Priority Collateral over which an Agent has control, as “representative” for the other Agent and the Claimholders for whom such Agent is acting; provided that such agent or bailee for perfection shall have no duty or any liability to protect or preserve any rights for any such other Person pertaining to the Revolving Credit Priority Collateral in its possession or in its control other than for gross negligence or willful misconduct, as determined by a court of competent jurisdiction, in a final, non-appealable judgment. Following the Payment In Full of the Revolving Obligations, the Revolving Agent shall notify the Notes Agent thereof and, upon the request of the Notes Agent and at the joint and several expense of the Credit Parties, shall deliver (except as otherwise required by applicable law or court order) any Revolving Credit Priority Collateral in the Revolving Agent’s possession to the Notes Agent (in each case, without representation, warranty or recourse) and shall deliver such notices of termination of its interests in the Revolving Credit Priority Collateral or termination of its status as “Controlling Party” (or comparable concept) as the Notes Agent or any Credit Party may reasonably request in writing. Following the Payment In Full of the Notes Obligations, the Notes Agent shall notify the Revolving Agent thereof and, upon the request of the Revolving Agent and at the joint and several expense of the Credit Parties, shall deliver (except as otherwise required by applicable law or court order) any Revolving Credit Priority Collateral in the Notes Agent’s possession to the Revolving Agent (in each case, without representation, warranty or recourse) and shall deliver such notices of termination of its interests in the Revolving Credit Priority Collateral or termination of its status as “Controlling Party” (or comparable concept) as the Revolving Agent or any Credit Party may reasonably request in writing.

8.15 Representations and Warranties . Each of the Agents hereby represents and warrants as follows to the other Agent that:

(a) The execution, delivery and performance of this Agreement by such Agent is within its corporate powers and has been duly authorized by the proper corporate action on the part of such Agent. This Agreement has been duly executed by such Agent and does not contravene (i) in any material respect any law, rule, regulation, judgment, order or moratorium to which such Agent is subject or (ii) such Agent’s constituent documents (including its bylaws, where applicable).

(b) This Agreement constitutes the legal, valid and binding obligation of such Agent, enforceable against such Agent in accordance with its terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generally or by general principles of equity.

8.16 Credit Parties’ Acknowledgments and Agreements . Each Credit Party (a) acknowledges the provisions of this Agreement as they relate to the relative rights of the Revolving Agent, the other Revolving Claimholders, the Notes Agent and the other Notes Claimholders as between such creditors, (b) agrees that, except as expressly otherwise provided in this Agreement, the terms of this Agreement shall not give any Credit Party, nor modify, any substantive rights vis-à-vis any Claimholder, or any obligations or liabilities owing to such Claimholder, under any instrument, document, agreement or arrangement, (c) if any Claimholder shall enforce its rights or remedies in violation of the terms of this Agreement, agrees that it shall not use such violation as a defense to any enforcement of remedies otherwise made in accordance with the terms of the Revolving Loan Documents or Notes Documents (as applicable) by any Claimholder, or the enforcement by any such Claimholder of any other instrument, document or agreement under which such Credit Party is bound or assert such violation as a counterclaim or basis for set-off or recoupment against any such Claimholder and agrees to abide thereby and to keep, observe and perform the several matters and things therein intended to be kept, observed and performed by it, and specifically agrees not to make any payments contrary to the terms of this Agreement; provided that no default or event of default shall arise under the Revolving Loan Documents or the Notes Documents as a result of the Notes Issuer or the Revolving Borrowers, as applicable, complying with the provisions of this Agreement and (d) acknowledges and agrees that a breach of any of the terms and conditions of this Section 8.16 by any Credit Party or subsidiary thereof shall constitute an “Event of Default” under each of the Revolving Credit Agreement and the Note Purchase Agreement.

8.17 Notes Agent . The Notes Agent has executed this Agreement as directed under and in accordance with the Note Purchase Agreement and will perform this Agreement solely in its capacity as the Notes Agent and not individually and strictly in accordance with the Note Purchase Agreement. In performing under this Agreement, the Notes Agent shall have all such rights, protections and immunities granted it under the Note Purchase Agreement. Subject to the terms of the Notes Purchase Agreement, the Notes Agent shall have no obligation to perform or exercise any discretionary act.

[Signature Pages Follow]

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


REVOLVING AGENT :

PNC BANK, NATIONAL ASSOCIATION , as Revolving Agent

By:
Name:
Title:



Address for Notices:

PNC Bank, National Association 340 Madison Avenue 11th Floor New York, New York 10173
Attention:
Telephone:
Facsimile:

with a copy to (which shall not constitute notice):

PNC Bank, National Association PNC Agency Services PNC Firstside Center 500 First Avenue, 4th Floor Pittsburgh, Pennsylvania 15219
Attention:		Lisa Pierce
Telephone:		(412) 762-6442
Facsimile:		(412) 762-8672

with an additional copy to (which shall not constitute notice):

Blank Rome LLP The Chrysler Building 405 Lexington Avenue New York, New York 10174
Attention:		Robert Stein
Telephone:		(212) 885-5206
Facsimile:		(917) 332-3750

Signature Page to Intercreditor Agreement


NOTES AGENT :

U.S. BANK NATIONAL ASSOCIATION , as Notes Agent

By:
Name:
Title:



Address for Notices:

U.S. Bank National Association 214 N. Tryon Street, 26 ^th Floor Charlotte, NC 28202
Attention:		CDO Trust Services/James Hanley
Fax:		(704) 335-4670
Email:		agency.services@usbank.com

Signature Page to Intercreditor Agreement

CREDIT PARTIES :

[Signature blocks for Keane Credit Parties to be added]

Signature Page to Intercreditor Agreement


Address for Notices to Credit Parties :

101 Keane Road Lewis Run, PA 16738
Attention:		Greg Powell
Telephone:		(814) 363-9380
Facsimile:		(814) 363-9534

with copies to (such copies not to constitute notice):

Schulte Roth & Zabel LLP 919 Third Avenue New York, NY 10022
Attention:		Kirby Chin, Esq.
Telephone:		(212) 756-2555
Facsimile:		(212) 593-5955

and:

Cerberus Capital Management 299 Park Avenue New York, NY 10171
Attention:		Lisa Gray, Esq.
Telephone:		(212) 284-7925
Facsimile:		(212) 750-5212

Signature Page to Intercreditor Agreement

APPENDIX A

Defined Terms

“ Affiliate ” means, with respect to a specified Person, any other Person which directly or indirectly, through one or more intermediaries, controls or is controlled by or is under common control with such Person, including, without limiting the generality of the foregoing. (a) any Person which beneficially owns or holds ten percent (10%) or more of any voting equity interests of such Person, (b) any Person of which such Person beneficially owns or holds ten percent (10%) or more of any voting equity interests and (c) any director or executive officer of such Person. For the purposes of this definition, the term “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting equity interests, by agreement or otherwise.

“ Agents ” has the meaning set forth in the preamble to this Agreement, and “ Agent ” refers to either of the Agents.

“ Asserted Indemnification Claim ” means any matters or circumstances for which notice has been furnished to, demand has been made upon, or asserted against the applicable Agent or any Claimholder, whether in writing or threatened orally, that the applicable Agent has determined could reasonably be expected to result in direct or actual damages and expenses to the applicable Agent or any applicable Claimholder and which are subject to indemnification by the Credit Parties pursuant to the terms of the Revolving Credit Agreement or Note Purchase Agreement, as applicable.

“ Availability ” means, at any time, the aggregate amount of the Revolving Advances and Letters of Credit available to the Revolving Borrowers from the Revolving Lenders within the “Formula Amount” (as defined in the Revolving Credit Agreement as in effect on the date hereof) (as calculated without giving effect to any termination of the Revolving Lenders’ commitment to make “Advances” (as defined in the Revolving Credit Agreement as in effect on the date hereof) as a result of any default by any of the Revolving Borrowers under the Revolving Credit Agreement) based on the applicable percentages (as in effect on the date hereof) of “Eligible Receivables” and “Eligible Inventory” (as such terms are defined in the Revolving Credit Agreement as in effect on the date hereof) set forth in Section 2.1 of the Revolving Credit Agreement (as in effect on the date hereof), determined without regard to any Revolving Advances and Letters of Credit then outstanding or any reserves with respect thereto.

“ Bankruptcy Code ” means the United States Bankruptcy Code (11 U.S.C. Section 101 et. seq.).

“ Business Day ” means any day other than Saturday or Sunday or a legal holiday on which commercial banks are authorized or required by law to be closed for business in East Brunswick, New Jersey or New York, New York.

A-1

“ Capital Stock ” means, with respect to any Person. any and all shares, interests, participations or other equivalents (however designated) of such Person’s capital stock or partnership, limited liability company or other equity interests at any time outstanding, whether voting or nonvoting and any and all rights, warrants or options exchangeable for or convertible into such capital stock or other interests.

“ Cash Management Liabilities ” has the meaning set forth in the Revolving Credit Agreement as in effect on the date hereof, and includes all Revolving Obligations consisting of P Card Liabilities.

“ Claimholder ” means a Revolving Claimholder and/or a Notes Claimholder, and ‘‘ Claimholders ” means the Revolving Claimholders and/or the Notes Claimholders, in each case, as the context requires.

“ Collateral ” means all Property and interests in Property now owned or hereafter acquired by any Credit Party in which a security interest or Lien is now or hereafter granted or purported to have been granted to the Revolving Agent or the Notes Agent pursuant to the Revolving Loan Documents and/or the Notes Documents, including any Property subject to Liens or claims granted in any Insolvency Proceeding as permitted under this Agreement.

“ Credit Parties ” has the meaning set forth in the preamble to this Agreement.

“ DIP Financing ” has the meaning set forth in Section 3.1(a)(i) .

“ Disposition Period ” has the meaning set forth in Section 2.3(h) .

“ Enforcement Action ” means, with respect to the Revolving Obligations or the Notes Obligations, (a) the taking of any action to enforce or realize upon any Lien on the Collateral, including the institution of any foreclosure proceedings or the noticing of any public or private sale or other disposition pursuant to Article 8 or Article 9 of the Uniform Commercial Code or other applicable law, (b) the exercise of any right or remedy provided to a secured creditor or otherwise on account of a Lien on the Collateral under the Revolving Loan Documents, the Notes Documents or applicable law, in a proceeding or otherwise, including the election to retain any Collateral in satisfaction of a Lien, (c) the taking of any action or the exercise of any right or remedy in respect of the collection on, set off against, marshaling of, or foreclosure on the Collateral or the proceeds of Collateral, (d) the sale, lease, license or other disposition of all or any portion of the Collateral, at a private or public sale, other disposition or any other means permissible under applicable law at any time that an Event of Default under and as defined in any of the Loan Documents shall have occurred and is continuing, (e) with respect to the Notes Agent or the Notes Purchasers, the exercise of cash dominion or a cash sweep under any deposit account control agreement or securities account control agreement covering any Revolving Credit Priority Collateral; and (f) the exercise of any other right of liquidation against any Collateral (including the exercise of any right of recoupment or set-off or any rights against Collateral obtained pursuant to or by foreclosure of a judgment Lien obtained against a Credit Party) whether under the Revolving Loan Documents, the Notes Documents or applicable law, in a proceeding or otherwise.

A-2

“ Exigent Circumstances ” means (a) an exercise by another lender of enforcement rights or remedies with respect to particular Collateral or (b) an event or circumstance that materially and imminently threatens the ability of the Revolving Agent or the Notes Agent to realize upon all or a material part of the Revolving Credit Priority Collateral or the Notes Collateral, as applicable, such as, without limitation, fraudulent removal, concealment, or abscondment thereof, destruction (other than to the extent covered by insurance) or material waste thereof.

“ Hedge Liabilities ” has the meaning set forth in the Revolving Credit Agreement as in effect on the date hereof.

“ Hedging Agreement ” means any interest rate exchange, collar, cap, swap, adjustable strike cap, adjustable strike corridor or similar agreement entered into among any Note Purchaser or any Revolving Lender or any of their Affiliates and any Notes Issuer or any Revolving Borrower, as applicable, or any of their respective subsidiaries in order to provide protection to, or minimize the impact upon, such Notes Issuer or Revolving Borrower or any subsidiary thereof against fluctuations in interest rates, currency exchange rates or commodity prices in the ordinary course of such Notes Issuer or Revolving Borrower’s business and not for speculative purposes.

“ Inadvertent Overadvances ” means (a) the portion of the Revolving Principal Obligations consisting of Revolving Advances and Letters of Credit made or advanced or issued pursuant to the Revolving Credit Agreement that exceed the amount set forth in clause I(B)(i) of the definition of Revolving Maximum Amount but that were not made or issued intentionally or with actual knowledge that the making or advancing of such Revolving Advances or issuance of such Letters of Credit would cause the aggregate amount of the Revolving Principal Obligations to exceed such amount, and (b) any Revolving Principal Obligations consisting of Revolving Advances and Letters of Credit made or advanced or issued pursuant to the Revolving Credit Agreement that exceed the amount set forth in clause I(B)(i) of the definition of Revolving Maximum Amount but that at the time of the making or advancing of such Revolving Advances or issuance of such Letters of Credit did not cause the aggregate amount of the Revolving Principal Obligations to exceed such amount.

“ Insolvency Proceeding ” means any voluntary or involuntary insolvency, bankruptcy, receivership, custodianship, liquidation, dissolution, arrangement, reorganization, assignment for the benefit of creditors, appointment of a custodian, receiver, trustee or other officer with similar powers or any other proceeding for the liquidation, dissolution or other winding up of any Credit Party.

“ Intellectual Property ” has the meaning set forth in clause (ii) of the definition of “Notes Collateral”.

“ Judgment Lien ” means a statutory lien arising from or relating to the recordation of a judgment issued or rendered by a court of competent jurisdiction.

“ Letters of Credit ” means the “Letters of Credit” as defined in the Revolving Credit Agreement as in effect on the date hereof.

A-3

“ Lender-Provided Foreign Currency Hedge ” has the meaning set forth in the Revolving Credit Agreement as in effect on the date hereof.

“ Lender-Provided Interest Rate Hedge ” has the meaning set forth in the Revolving Credit Agreement as in effect on the date hereof.

“ Lien ” means any mortgage, deed of trust, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (whether statutory or otherwise), charge, claim or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, and any financing lease having substantially the same economic effect as any of the foregoing).

“ Loan Documents ” means the Revolving Loan Documents and/or the Notes Documents, as the context requires.

“ Net Cash Proceeds ” means the aggregate cash or cash equivalent proceeds received by any Credit Party or any of its Subsidiaries or any Claimholder in respect of any disposition, equity issuance, debt issuance, involuntary disposition, payment under any insurance policy or in connection with any taking or condemnation or any other event giving rise to proceeds, net of (a) direct costs incurred in connection therewith (including, without limitation, legal, accounting and investment banking fees and sales commissions) and (b) taxes paid or payable as a result thereof; it being understood that “Net Cash Proceeds” shall include, without limitation, any cash or cash equivalents received upon the sale or other disposition of any non-cash consideration received by any Credit Party or any of its Subsidiaries or any Claimholder in any disposition, equity issuance, debt issuance, involuntary disposition, payment under any insurance policy or in connection with any taking or condemnation or any other event giving rise to proceeds.

“ Note Purchase Agreement ” has the meaning set forth in the recitals to this Agreement.

“ Notes Accounts ” means any Deposit Account that is required to be established pursuant to the Notes Documents for the exclusive purpose of holding identifiable proceeds of the Notes Collateral.

“ Notes Agent ” has the meaning set forth in the preamble to this Agreement.

“ Notes Claimholders ” means, at any relevant time, the holders of Notes Obligations at such time, including, without limitation, the Notes Agent and the Notes Purchasers.

“ Notes Collateral ” means the following Property of each Credit Party that constitutes Collateral, whether now owned or hereafter acquired and wheresoever located:

(i) all real property, together with all buildings, Fixtures, improvements, leases, licenses, permits and approvals with respect thereto (collectively, the “ Real Property ”);

(ii) all present and future intellectual property rights (the “ Intellectual Property ”);

A-4

(iii) all Capital Stock of the Notes Issuer and each other Credit Party and all other Capital Stock owned by any Credit Party, all intercompany obligations, all Securities, notes and other Investment Property;

(iv) all present and future Equipment along with all Accessions thereto;

(v) all Accounts, Chattel Paper, General Intangibles, Instruments, Documents, Letter-of-Credit Rights and Payment Intangibles and all rights thereunder to the extent not constituting Revolving Credit Priority Collateral;

(vi) any Hedging Agreements provided by any Notes Claimholders and all rights thereunder (but excluding any Hedging Agreements provided by any Revolving Claimholder);

(vii) cash to the extent not constituting Revolving Credit Priority Collateral;

(viii) amounts in Deposit Accounts to the extent not constituting Revolving Credit Priority Collateral;

(ix) all Notes Accounts with any bank or other financial institution and all cash, cash equivalents, financial assets, negotiable instruments and other evidence of payment, and other funds on deposit therein or credited thereto;

(x) all tax refunds for the most recent year and the proceeds thereof;

(xi) all Commercial Tort Claims to the extent arising from any of the items referred to in the preceding clauses (i) through (x); provided that to the extent any of the foregoing also relates to Revolving Credit Priority Collateral, only that portion related to the items referred to in the preceding clauses (i) through (x) as being included in the Notes Collateral shall be included in the Notes Collateral;

(xii) all books and records, customer lists, credit files, accounting systems, computer files, programs, printouts and other computer materials and records related thereto solely to the extent evidencing or relating to any of the items referred to in the preceding clauses (i) through (xi); provided that to the extent any of the foregoing also relates to Revolving Credit Priority Collateral only that portion related to the items referred to in the preceding clauses (i) through (xi) as being included in the Notes Collateral shall be included in the Notes Collateral;

(xiii) all other Property, other than Property that constitutes Revolving Credit Priority Collateral; and

(xiv) to the extent not otherwise included in any of clauses (i) through (xiv), all proceeds (including, without limitation, all insurance proceeds), Supporting Obligations and products of any and all of the foregoing and all collateral security, guarantees, indemnities and warranties given by any Person with respect to any of the foregoing.

“ Notes Documents ” means the Note Purchase Agreement and each other Note Document (as defined in the Note Purchase Agreement), as each may be amended, restated, supplemented or otherwise modified from time to time in accordance with the terms hereof, including any

A-5

agreements and documents governing indebtedness incurred to refinance, replace, extend, renew, refund, repay, prepay, redeem, purchase, defease or retire, or issued in exchange or replacement for, all or any of the Notes Obligations.

“ Notes Obligations ” means all indebtedness, obligations and other liabilities (contingent or otherwise) payable directly or indirectly by any Credit Party to the Notes Agent, the Notes Purchasers or any Affiliate of a Notes Purchaser under the Note Purchase Agreement or the other Notes Documents, and shall include, without limitation, all Obligations (as such term is defined in the Note Purchase Agreement). “Notes Obligations” shall include, without limitation, (x) all interest accrued or accruing (or which would, absent commencement of an Insolvency Proceeding, accrue) in accordance with the rate specified in the relevant Notes Documents and (y) all fees, costs and charges charged or incurred in connection with the Notes Documents and provided for thereunder, in the case of each of clause (x) and clause (y) whether before or after commencement of an Insolvency Proceeding and irrespective of whether any claim for such interest, fees, costs or charges is allowed as a claim in such Insolvency Proceeding.

“ Notes Purchasers ” means the “Purchasers” from time to time under and as defined in the Note Purchase Agreement.

“ P Card Liabilities ” means Revolving Obligations arising from or relating to the establishment of any “purchasing card” or “P-Card” program or guarantee, commercial card or similar facility or guarantee.

“ Paid In Full ” and “ Payment In Full ” means:

(a) with respect to the Revolving Obligations, (i) termination of all commitments of the Revolving Lenders to extend credit under the Revolving Credit Agreement, (ii) payment in full in cash of all of the Revolving Priority Obligations, including interest accruing on or after the commencement of any Insolvency Proceeding, whether or not such interest would be allowed in such Insolvency Proceeding (other than contingent Obligations for which no claim or demand for payment, whether oral or written, has been made at such time, outstanding letters of credit and Hedge Liabilities under Lender-Provided Interest Rate Hedges and Lender-Provided Foreign Currency Hedges), and (iii) termination or cash collateralization (in an amount and in the manner required by the Revolving Loan Documents) of Revolving Priority Obligations consisting of (A) outstanding letters of credit (but not, in any event, in an amount greater than 105% of the aggregate undrawn face amount of such letters of credit), (B) Hedge Liabilities under Lender-Provided Interest Rate Hedges, and (C) Hedge Liabilities under Lender-Provided Foreign Currency Hedges; and

(b) with respect to the Notes Obligations, (i) termination of all commitments of the Notes Purchasers to extend credit under the Note Purchase Agreement and (ii) payment in full in cash of all of the Notes Obligations, including interest accruing on or after the commencement of any Insolvency Proceeding, whether or not such interest would be allowed in such Insolvency Proceeding (other than contingent Obligations for which no claim or demand for payment, whether oral or written, has been made at such time).

A-6

“ Person ” has the meaning set forth in the Revolving Credit Agreement and the Note Purchase Agreement.

“ Premises ” means any and all real property or buildings (including, without limitation, offices and manufacturing, warehouse and distribution facilities) that are included within the Notes Collateral.

“ Property ” means any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible.

“ Purchase Notice ” has the meaning set forth in Section 7.1 .

“ Real Property ” has the meaning set forth in clause (i) of the definition of “Notes Collateral”.

“ Revolving Advances ” means the “Revolving Advances” as defined in the Revolving Credit Agreement as in effect on the date hereof.

“ Revolving Agent ” has the meaning set forth in the preamble to this Agreement.

“ Revolving Claimholders ” means, at any relevant time, the holders of Revolving Obligations at such time, including, without limitation, the Revolving Agent, the Revolving Lenders, any issuer of or risk participant in any Letter of Credit issued pursuant to the Revolving Loan Documents or any issuer of or risk participant in any bank products or Lender-Provided Interest Rate Hedges or Lender-Provided Foreign Currency Hedges, in either case secured by the Revolving Credit Priority Collateral under the Revolving Loan Documents.

“ Revolving Credit Agreement ” has the meaning set forth in the recitals to this Agreement.

“ Revolving Credit Priority Collateral ” means the following Property of each Credit Party that constitutes Collateral, whether now owned or hereafter acquired and wheresoever located:

(i) all Accounts (but excluding any Accounts which constitute proceeds of the Notes Collateral, and excluding any Accounts arising from any sale, lease or other disposition of, or any casualty or condemnation event in respect of, the Notes Collateral), and to the extent not otherwise set forth in the definition of Revolving Credit Priority Collateral, all Receivables, as defined in the Revolving Credit Agreement as in effect on the date hereof;

(ii) all Inventory (including rights in all returned or repossessed Inventory);

(iii) all Chattel Paper, Instruments and Documents to the extent evidencing or substituted for or constituting proceeds of Accounts, Receivables or Inventory, and all rights thereunder (but excluding any proceeds of the Notes Collateral, including any Chattel Paper, Instruments or Documents arising from any sale, lease or other disposition or any casualty or condemnation event in respect of the Notes Collateral);

A-7

(iv) any Hedging Agreements provided by any Revolving Claimholders and all rights thereunder (but excluding any Hedging Agreements provided by any Notes Claimholder);

(v) cash (but excluding any identifiable proceeds of the Notes Collateral);

(vi) all Deposit Accounts with any bank or other financial institution (other than the Notes Accounts) and all cash, cash equivalents, financial assets, negotiable instruments and other evidence of payment, and other funds on deposit therein or credited thereto (but excluding any amounts therein constituting identifiable proceeds of the Notes Collateral);

(vii) all Payment Intangibles arising from or relating to any of the foregoing (but excluding any proceeds of the Notes Collateral);

(viii) to the extent evidencing, securing or otherwise relating to any of the items referred to in the preceding clauses (i) through (vii), all General Intangibles (excluding Intellectual Property); provided that to the extent any of the foregoing also relates to Notes Collateral, only that portion related to the items referred to in the preceding clauses (i) through (vii) as being included in the Revolving Credit Priority Collateral shall be included in the Revolving Credit Priority Collateral;

(ix) to the extent arising from any of the items referred to in the preceding clauses (i) through (viii), all Commercial Tort Claims; provided that to the extent any of the foregoing also relates to Notes Collateral only that portion related to the items referred to in the preceding clauses (i) through (viii) as being included in the Revolving Credit Priority Collateral shall be included in the Revolving Credit Priority Collateral;

(x) all books and records, customer lists, credit files, accounting systems, computer files, programs, printouts and other computer materials and records related thereto solely to the extent evidencing or relating to any of the items referred to in the preceding clauses (i) through (ix) (but excluding any Intellectual Property); provided that to the extent any of the foregoing also relates to Notes Collateral only that portion related to the items referred to in the preceding clauses (i) through (ix) as being included in the Revolving Credit Priority Collateral shall be included in the Revolving Credit Priority Collateral;

(xi) all rights to business interruption insurance; and

(xii) to the extent not otherwise included in any of the clauses (i) through (xi) above, all Supporting Obligations (including Letter-of-Credit Rights) and all proceeds (including, without limitation, all insurance proceeds, including proceeds of business interruption insurance and key man insurance) and products of any and all of the foregoing and all collateral security, guarantees, indemnities and warranties given by any Person with respect to any of the foregoing.

A-8

“ Revolving Lenders ” means the “Lenders” from time to time under and as defined in the Revolving Credit Agreement.

“ Revolving Loan Documents ” means the Revolving Credit Agreement and each other Loan Document (as defined in the Revolving Credit Agreement), as each may be amended, restated, supplemented or otherwise modified from time to time in accordance with the terms hereof, including any agreements and documents governing indebtedness incurred to refinance, replace, extend, renew, refund, repay, prepay, redeem, purchase, defease or retire, or issued in exchange or replacement for, all or any of the Revolving Obligations.

“ Revolving Maximum Amount ” means, as of any date of determination, the sum of the following amounts:

I. The lesser of

(A) an amount equal to (i) the sum of (x) $33,000,000, plus (y) an amount equal to the product of 1.10 multiplied by the amount of all increases in the “Maximum Revolving Advance Amount” (as such term is defined in the Revolving Credit Agreement as in effect on the date hereof), not to exceed $30,000,000, made pursuant to and in accordance with the terms of Section 2.24 of the Revolving Credit Agreement as in effect on the date hereof, minus (ii) the aggregate amount of all permanent reductions of the “Maximum Revolving Advance Amount” (as defined in the Revolving Credit Agreement as in effect on the date hereof, as calculated without giving effect to any termination of the Revolving Lenders’ commitment to make “Advances” (as defined in the Revolving Credit Agreement as in effect on the date hereof) as a result of any default by the Revolving Borrowers under the Revolving Credit Agreement); and

(B) an amount equal to the sum of (i) an amount equal to the product of 1.10 multiplied by the greater of (x) the sum of (1) the aggregate gross amount of all Accounts of the Revolving Borrowers which constitute Revolving Credit Priority Collateral multiplied by the “Receivables Advance Rate” (as defined in the Revolving Credit Agreement as in effect on the date hereof) plus (2) the aggregate value (calculated at the greater of cost or market value) of all Inventory of the Revolving Borrowers multiplied by the “Inventory Advance Rate” (as defined in the Revolving Credit Agreement as in effect on the date hereof) and (y) the sum of (1) the aggregate book value of all Accounts described in the preceding clause (x) multiplied by the “Receivables Advance Rate” (as defined in the Revolving Credit Agreement as in effect on the date hereof) and (2) the aggregate book value of all Inventory described in the preceding clause (x) multiplied by the “Inventory Advance Rate” (as defined in the Revolving Credit Agreement as in effect on the date hereof), plus (ii) the amount of Inadvertent Overadvances, plus

II. the sum of (A) the aggregate amount of all Treasury Management Obligations and (B) the aggregate amount of P Card Liabilities and other Cash Management Liabilities, excluding the Treasury Management Obligations, in an aggregate amount not to exceed $1,500,000, plus

III. Hedge Liabilities in an aggregate amount not to exceed the sum of (A) $4,000,000 plus (B) the Unused Cushion Amount in an amount not to exceed $3,000.000.

A-9

“ Revolving Obligations ” means all indebtedness, obligations and other liabilities (contingent or otherwise) payable directly or indirectly by the Revolving Borrowers to the Revolving Agent, the Revolving Lenders or any Affiliate of a Revolving Lender under the Revolving Credit Agreement, the other Revolving Loan Documents or any bank product or Lender-Provided Interest Rate Hedges or Lender-Provided Foreign Currency Hedges entered into among the Revolving Agent, any of the Revolving Lenders or any Affiliate of a Revolving Lender and the Revolving Borrowers, and shall include, without limitation, all Obligations (as such term is defined in the Revolving Credit Agreement as in effect on the date hereof). “Revolving Obligations” shall include, without limitation, (x) all interest accrued or accruing (or which would, absent commencement of an Insolvency Proceeding, accrue) in accordance with the rate specified in the relevant Revolving Loan Documents and (y) all fees, costs, expenses and charges charged or incurred or indemnification obligations arising in connection with the Revolving Loan Documents and provided for thereunder, in the case of each of clause (x) and clause (y) whether before or after commencement of an Insolvency Proceeding and irrespective of whether any claim for such interest, fees, costs or charges is allowed as a claim in such Insolvency Proceeding.

“ Revolving Principal Obligations ” means all Revolving Obligations consisting of (a) the principal outstanding with respect to any and all Revolving Advances, including any and all “Out-of-Formula Loans” as defined in the Revolving Credit Agreement as in effect on the date hereof and any and all protective advances made pursuant to the final paragraph of Section 16.2 of the Revolving Credit Agreement as in effect on the date hereof, and (b) the contingent Revolving Obligations with respect to the undrawn face amount that is or may become available to be drawn with respect to any and all Letters of Credit (including all automatic increases in such face amount provided for in any such Letter of Credit, whether or not such automatic increase has become effective) and, without duplication, any Revolving Obligations for unpaid reimbursement of amounts drawn on any and all Letters of Credit.

“ Revolving Priority Obligations ” means, without duplication, (a) all Revolving Obligations (exclusive of (i) the portion of the Revolving Principal Obligations that exceed the amount set forth in clause I of the definition of Revolving Maximum Amount, (ii) the portion of the outstanding amount of Hedge Liabilities under Lender-Provided Interest Rate Hedges and Lender-Provided Foreign Currency Hedges that exceed the amount set forth in clause III of the definition of Revolving Maximum Amount, and (iii) the portion of Cash Management Liabilities which exceeds the amount set forth in clause II of the definition of Revolving Maximum Amount). plus (b) all interest on account of the Revolving Obligations (exclusive of interest on account of the amounts set forth in clauses (i), (ii) and (iii) above), including any such amounts accruing or becoming due after the commencement of any Insolvency Proceeding and irrespective of whether any claim for such amounts is allowed as a claim in such Insolvency Proceeding, plus (c) all fees, costs. expenses charges and indemnification obligations on account of the Revolving Obligations, including any such amounts accruing or becoming due after the commencement of any Insolvency Proceeding and irrespective of whether any claim for such amounts is allowed as a claim in such Insolvency Proceeding.

A-10

“ Standstill Period ” means the period commencing on the date of the Revolving Agent’s receipt of written notice from the Notes Agent certifying that an Event of Default under and as defined in the Note Purchase Agreement has occurred and is continuing, and ending on the date which is ninety (90) days thereafter.

“ Treasury Management Obligations ” means Revolving Obligations consisting of “Cash Management Liabilities” (as defined in the Revolving Credit Agreement as in effect on the date hereof) of the types described in clause (e) and (f) of the first sentence of such definition under the Revolving Credit Agreement as in effect on the date hereof.

“ Trigger Event ” means the occurrence of any of the following:

(a) delivery by the Revolving Agent of a Trigger Notice in accordance with Section 7.2 of its intent to accelerate any Revolving Obligations or commence any Enforcement Action;

(b) the occurrence of any bankruptcy or insolvency default under Section 10.7 of the Note Purchase Agreement or Section 10.7 of the Revolving Credit Agreement;

(c) a sale or other disposition following the occurrence and during the continuance of an Event of Default under and as defined in the Revolving Credit Agreement of all or substantially all of the Revolving Credit Priority Collateral and the required release of Liens on all or substantially all of the Revolving Credit Priority Collateral by the Notes Agent under this Agreement;

(d) other than in connection with the refinancing of the Revolving Obligations, replacement of PNC Bank, National Association (or any of its controlled or common affiliates) as the “Agent” under the Revolving Credit Agreement or reduction of the “Commitment Percentage” (as defined in the Revolving Credit Agreement as in effect on the date hereof) of PNC Bank, National Association to below 15%;

(e) Revolving Lenders ceasing to make “Advances” (as defined in the Revolving Credit Agreement as in effect on the date hereof) during the continuance of an Event of Default under and as defined in the Revolving Credit Agreement;

(f) the outstanding “Advances” (as defined in the Revolving Credit Agreement as in effect on the date hereof) shall exceed Availability for more than 30 consecutive days; or

(g) the principal amount of the Revolving Obligations then outstanding shall exceed the amount set forth in clause I of the definition of Revolving Maximum Amount.

“ Trigger Notice ” has the meaning set forth in Section 7.2 of this Agreement.

“ Uniform Commercial Code ” means the Uniform Commercial Code as adopted in the State of New York from time to time.

A-11

“ Unused Cushion Amount ” means, as of any applicable date, the positive difference, if any, of (x) the amount calculated under clause I of the definition of Revolving Maximum Amount on such date minus (y) the Revolving Principal Obligations on such date.

A-12

EXHIBIT D

FORM OF PLEDGE AGREEMENT

This Collateral Pledge Agreement (“ Agreement ”), dated August 8, 2014, is made by the Pledgors (as defined below) in favor of U.S. BANK NATIONAL ASSOCIATION , a national banking association, in its capacity as agent for the Purchasers (in such capacity, together with its successors and assigns in such capacity (including any successor “ Agent ” appointed under the Note Purchase Agreement (as defined below)), the “ Secured Party ”) under that certain Note Purchase Agreement dated as of the date hereof (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “ Note Purchase Agreement ”), by and among the Pledgors, the other Note Parties from time to time party thereto, the Purchasers from time to time party thereto and Agent. All capitalized terms used herein and not otherwise defined herein shall have the same meanings assigned to such terms in the Note Purchase Agreement.

Background

This Agreement is executed in connection with the Note Purchase Agreement. The Issuer, each Guarantor that is party hereto, and each Guarantor that becomes a party to this Agreement after the Closing Date (collectively, the “ Pledgors ” and each, a “ Pledgor ”) have agreed to execute and deliver this Agreement to Secured Party to provide additional security for the Obligations as defined and described in the Note Purchase Agreement and owing from time to time to the Secured Party and any other Persons holding any of the Obligations from time to time.

NOW THEREFORE, for other good and sufficient consideration, the receipt and sufficiency of which is hereby acknowledged, the Pledgors, intending to be legally bound hereby, covenant and agree as follows:

1. THE PLEDGORS, FOR THE PURPOSE OF GRANTING A CONTINUING LIEN AND SECURITY INTEREST, DO HEREBY COLLATERALLY PLEDGE, DELIVER AND SET OVER TO SECURED PARTY, FOR THE RATABLE BENEFIT OF THE PURCHASERS AND ALL OTHER HOLDERS OF THE OBLIGATIONS ALL OF THE FOLLOWING PROPERTY, TOGETHER WITH ANY ADDITIONS, EXCHANGES, REPLACEMENTS AND SUBSTITUTIONS THEREFOR, DIVIDENDS AND DISTRIBUTIONS WITH RESPECT THEREFOR, AND THE PROCEEDS THEREOF (COLLECTIVELY, THE “ PLEDGED COLLATERAL ”):

(a) all of the shares of capital stock and other Equity Interests in those corporations listed on Schedule I attached hereto and any other Equity Interests in any corporation, whether now owned or hereafter acquired by the Pledgors or in which the Pledgors now or hereafter have any rights, options or warrants, together with all certificates representing such shares and interests and all rights (but none of the obligations) under or arising out of the applicable Organizational Documents of such corporations;

(b) all of the partnership interests and other Equity Interests in those limited partnerships and general partnerships listed on Schedule I attached hereto and any other Equity Interests in any limited partnership or general partnership, whether now owned or hereafter acquired by the Pledgors or in which the Pledgors now or hereafter have any rights, options or warrants, together with all certificates representing such shares and interests and all rights (but none of the obligations) under or arising out of the applicable Organizational Documents of such partnerships; including without limitation all rights and remedies of the applicable Pledgor as a general partner or limited partner with respect to the respective partnership interests and other equity interests of such Pledgor in each such partnership under the respective Organizational Documents of such partnership and under the partnership laws of the state in which each such partnership is organized; and

(c) all of the membership/limited liability company interests and other Equity Interests in those limited liability companies listed on Schedule I attached hereto and any other Equity Interests in any limited liability company, whether now owned or hereafter acquired by the Pledgors or in which the Pledgors now or hereafter have any rights, options or warrants, together with all certificates representing such shares and interests and all rights (but none of the obligations) under or arising out of the applicable Organizational Documents of such companies; including without limitation all rights and remedies of the applicable Pledgor as a member or manager or managing member with respect to the respective membership interests and other equity interests of such Pledgor in each such limited liability company under the respective Organizational Documents of such limited liability company and under the limited liability company laws of the state in which each such limited liability company is organized;

provided that , in each case under the foregoing clauses (a) through (c), the rights relating to the applicable Equity Interests included in the Pledged Collateral shall include, without limitation, all of the following rights relating to such Equity Interests, whether arising under the Organizational Documents of the applicable Pledged Entity (as defined below) or under the applicable laws of such Pledged Entity’s jurisdiction of organization relating to the formation, existence and governance of corporations, limited liability companies or partnerships, as applicable: (i) all economic rights (including all rights to receive dividends and distributions), (ii) all voting rights and rights to consent to any particular action(s) by the applicable Pledged Entity, (iii) all management rights with respect to such Pledged Entity, (iv) in the case of any Pledged Collateral consisting of a general partner interest in a partnership, all powers and rights as a general partner with respect to the management, operations and control of the business and affairs of the applicable Pledged Entity, (v) in the case of any Pledged Collateral consisting of the membership/limited liability company interests of a managing member in a limited liability company, all powers and rights as a managing member with respect to the management, operations and control of the business and affairs of the applicable Pledged Entity, (vi) all rights to designate or appoint or vote for or remove any officers, directors, manager(s), general partner(s), managing member(s) and/or any members of any board of members/managers/partners/directors that may now or hereafter have any rights to manage and direct the business and affairs of the applicable Pledged Entity under its Organizational Documents as in effect from time to time, (vii) all rights to amend the Organizational Documents of such Pledged Entity, (viii) in the case of any Pledged


		-2-		FORM OF PLEDGE AGREEMENT

Collateral consisting of Equity Interests in a partnership or limited liability company, each Pledgor’s status as a “partner.” general or limited, or “member” (as applicable) under the applicable Organizational Documents and/or applicable state law and (ix) all certificates evidencing any of the foregoing described Pledged Collateral (all of the foregoing, the “ Related Rights ”). Notwithstanding the foregoing, in each case under the foregoing clauses (a) through (c), the rights relating to the applicable Equity Interests included in the Pledged Collateral shall not include (A) Excluded Assets or (B) for the avoidance of doubt, more than 65% of the issued and outstanding common voting Equity Interests directly owned by the Pledgors in any Subsidiary that is either (1) a CFC Holdco or (2) a Foreign Subsidiary.

2. THE PLEDGE AND SECURITY INTEREST DESCRIBED HEREIN SHALL CONTINUE IN EFFECT TO SECURE ALL OBLIGATIONS UNDER THE NOTE PURCHASE AGREEMENT FROM TIME TO TIME INCURRED OR ARISING UNLESS AND UNTIL SUCH OBLIGATIONS HAVE BEEN PAID AND SATISFIED IN FULL AND ALL COMMITMENTS OF THE PURCHASERS TO PURCHASE NOTES UNDER THE NOTE PURCHASE AGREEMENT HAVE BEEN TERMINATED.

3. EACH PLEDGOR HEREBY REPRESENTS AND WARRANTS, AS OF THE DATE HEREOF, THAT:

(a) Except as pledged herein, such Pledgor has not sold, assigned, transferred, pledged or granted any option or security interest in or otherwise hypothecated the Pledged Collateral in any manner whatsoever, and the Pledged Collateral is pledged herewith free and clear of any and all liens, security interests, encumbrances, claims, pledges, restrictions, legends, and options other than Permitted Encumbrances;

(b) Such Pledgor has the full power and authority to execute, deliver, and perform under this Agreement and to pledge the Pledged Collateral hereunder. Such Pledgor is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and the execution, delivery and performance by such Pledgor of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate, limited liability company, partnership or other actions (including, as applicable, all necessary board and/or equityholder(s) approvals), as the case may be;

(c) This Agreement constitutes the valid and binding obligation of such Pledgor, enforceable in accordance with its terms, subject to bankruptcy, insolvency, moratorium, reorganization and other similar laws affecting creditor’s rights generally, and the pledge of the Pledged Collateral referred to herein is not in violation of and shall not create any default under any Material Contract;

(d) The pledge of the Pledged Collateral referred to herein is not in violation, and shall not create any default under any Organizational Documents, of any Person listed on Schedule I attached hereto (as such Schedule may be amended and/or updated from time to time in accordance herewith) or any other Person whose Equity Interests constitute Pledged Collateral (each such Person, a “ Pledged Entity ”). “ Organizational Documents ” means, with respect to any Pledged Entity, any charter, articles or certificate of incorporation, certificate of organization,


		-3-		FORM OF PLEDGE AGREEMENT

registration or formation, certificate of partnership or limited partnership, bylaws, operating agreement, limited liability company agreement, or partnership agreement and any and all other applicable documents relating to such Pledged Entity’s formation, organization or entity governance matters (including any shareholders’ or equity holders’ agreement or voting trust agreement) and specifically includes, without limitation, any certificates of designation for preferred stock or other forms of preferred equity;

(e) The Pledged Collateral has been duly and validly authorized and issued by the Pledged Entity thereof and, if applicable, such Pledged Collateral is fully paid for and non-assessable;

(f) Such Pledgor is pledging hereunder all of such Pledgor’s interests and ownership in each of the Pledged Entities, whether now owned or hereafter acquired, including such Pledgor’s interests and ownership in each of the Pledged Entities listed on Schedule I attached hereto;

(g) Contemporaneously with the execution hereof, such Pledgor is delivering to Secured Party all certificates representing or evidencing the Pledged Collateral, if any, accompanied by duly executed instruments of transfer or assignments in blank, to be held by Secured Party; and

(h) Contemporaneously with (or prior to) the execution hereof, the Pledgors are delivering to Secured Party a copy of the Organizational Documents (as of the date hereof) of each of the Pledged Entities.

4. THE PLEDGORS HEREBY IRREVOCABLY INSTRUCT THE PLEDGED ENTITIES TO COMPLY, FOLLOWING THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, WITH ANY INSTRUCTIONS ORIGINATED BY THE SECURED PARTY WITH RESPECT TO THE INTERESTS OF THE PLEDGORS IN THE PLEDGED ENTITIES WITHOUT FURTHER CONSENT OF THE PLEDGORS, AND EACH PLEDGOR AGREES THAT EACH SUCH PLEDGED ENTITY SHALL BE FULLY PROTECTED IN SO COMPLYING, OTHER THAN AS A RESULT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SECURED PARTY. EACH PLEDGOR ACKNOWLEDGES AND AGREES THAT SECURED PARTY SHALL BE AUTHORIZED AT ANY TIME TO PROVIDE A COPY OF THIS AGREEMENT TO ANY PLEDGED ENTITY AS EVIDENCE THAT SECURED PARTY HAS GIVEN THE FOREGOING INSTRUCTIONS.

5. EACH PLEDGOR HEREBY COVENANTS AND AGREES THAT SUCH PLEDGOR SHALL CAUSE EACH PLEDGED ENTITY THAT (X) IS NOT A CORPORATION AND (Y) HAS NOT ISSUED CERTIFICATES TO EVIDENCE THE EQUITY INTERESTS ISSUED BY SUCH PLEDGED ENTITY AND PLEDGED PURSUANT TO THIS AGREEMENT (EACH SUCH PLEDGED ENTITY AN “ APPLICABLE PLEDGED ENTITY ”) TO REGISTER THE SECURITY INTEREST GRANTED HEREUNDER ON ITS BOOKS AND RECORDS AND TO DELIVER TO SECURED PARTY A PLEDGE ACKNOWLEDGMENT, SUBSTANTIALLY IN THE FORM OF EXHIBIT A ATTACHED HERETO, WHEREIN SUCH APPLICABLE PLEDGED ENTITY SHALL ACKNOWLEDGE THAT IT HAS BEEN


		-4-		FORM OF PLEDGE AGREEMENT

INSTRUCTED TO AND SHALL COMPLY WITH ANY INSTRUCTIONS ORIGINATED BY THE SECURED PARTY WITH RESPECT TO THE INTERESTS OF PLEDGOR IN SUCH ENTITY WITHOUT FURTHER CONSENT OF THE PLEDGOR.

6. EACH PLEDGOR HEREBY REPRESENTS AND WARRANTS THAT, WITH RESPECT TO ANY PLEDGED ENTITY THAT (X) IS NOT A CORPORATION OR COMPANY AND (Y) HAS ISSUED CERTIFICATES TO EVIDENCE THE EQUITY INTERESTS ISSUED BY SUCH PLEDGED ENTITY, SUCH NON-CORPORATE PLEDGED ENTITY:

(a) has “opted-in” to Article 8 of the Uniform Commercial Code as adopted in the jurisdiction in which such Pledged Entity is organized from time to time (the “ Applicable Code ”) with respect to the Equity Interests issued by such non-corporate Pledged Entity by providing in its operating agreement or partnership agreement, as applicable (and also, if required by its jurisdiction of organization, in its charter, articles or certificate of incorporation, certificate of organization, registration or formation, or certificate of partnership or limited partnership) that the Equity Interests issued by it shall be “Advances” “securities” for purposes of and as governed by and defined in Article 8 of the Applicable Code, and

(b) shall not include in the operating agreement or partnership agreement (as applicable) of such non-corporate Issuer (and also, if required by its jurisdiction of organization, in its articles or certificate of organization/formation/registration) provisions that have the effect of prohibiting or restricting:

(i) the pledge of any equity interests issued by such non-corporate Issuer by Pledgor to Secured Party, and

(ii) the exercise of Secured Party’s rights and remedies hereunder as a pledgee and secured creditor resulting in a transfer of title to any Equity Interests issued by such non-corporate Issuer to any of (i) Secured Party, (ii) Secured Party’s nominee and/or (iii) any Person(s) to whom Secured Party may transfer any of such Equity Interests issued in a secured creditor’s sale (any such Person a “ Foreclosure Transferee ”), such Foreclosure Transferee to automatically become and be admitted as a member, partner or other equity holder (as applicable) under the Organizational Documents of such non-corporate Issuer without the requirement of any consent of such non-corporate Issuer, Pledgor or any other member,, partner or other equity holder thereof, and that, as such a member, partner or other equity holder, such Foreclosure Transferee shall have all the rights (specifically including without limitation economic rights (including the rights to receive dividends and distributions), voting rights, management rights, rights to designate or appoint managers and/or general partners and/or members of any board of managers, partners or directors and rights to amend any applicable Organizational Documents) of such a member, partner or other equity holder of such non-corporate Issuer relating to the equity/partnership/membership/limited liability company interests in such Issuer transferred to such Foreclosure Transferee as are provided for under the Organizational Documents

7. EACH PLEDGOR HEREBY AUTHORIZES SECURED PARTY TO FILE UCC-1 INITIAL FINANCING STATEMENTS LISTING SUCH PLEDGOR AS THE “DEBTOR”


		-5-		FORM OF PLEDGE AGREEMENT

AND SECURED PARTY AS THE “SECURED PARTY” AND GIVING A DESCRIPTION OF THE PLEDGED COLLATERAL AS THE “COLLATERAL” COVERED BY SUCH FINANCING STATEMENT IN SUCH JURISDICTIONS (OR, IN CONNECTION WITH A FINANCING STATEMENT COVERING THE PLEDGED COLLATERAL AND OTHER COLLATERAL, INDICATING SUCH COLLATERAL (INCLUDING THE PLEDGED COLLATERAL) AS “ALL ASSETS” OR “ALL PERSONAL PROPERTY” OF SUCH PLEDGOR OR WORDS OF SIMILAR EFFECT AS BEING OF AN EQUAL OR LESSER SCOPE OR WITH GREATER DETAIL), AND TO FILE ANY AND ALL AMENDMENTS THERETO AND CONTINUATIONS THEREOF AND, AS MAY FROM TIME TO TIME BE NECESSARY, PRUDENT OR DESIRABLE IN ORDER TO PERFECT ANY SECURITY INTEREST GRANTED HEREUNDER UNDER THE UNIFORM COMMERCIAL CODE AS ENACTED IN ANY JURISDICTION APPLICABLE TO THE PERFECTION AND/OR ENFORCEMENT OF SECURED PARTY’S LIEN IN THE PLEDGED COLLATERAL (THE “ CODE ”), ALL WHETHER OR NOT SUCH PLEDGOR HAS SIGNED OR AUTHENTICATED ANY SUCH FINANCING STATEMENT, AMENDMENT OR CONTINUATION. EACH PLEDGOR HEREBY REPRESENTS AND WARRANTS THAT, AS OF THE DATE HEREOF: (I) IT IS AN ENTITY OF THE TYPE INDICATED WITH RESPECT TO IT IN THE PREAMBLE TO THIS AGREEMENT, (II) IT IS ORGANIZED UNDER THE LAWS OF THE JURISDICTION INDICATED WITH RESPECT TO IT IN THE PREAMBLE TO THIS AGREEMENT AND NOT UNDER THE LAWS OF ANY OTHER OR ADDITIONAL JURISDICTION AND (III) THE FULL LEGAL NAME OF SUCH PLEDGOR AS REFLECTED IN ITS ORGANIZATIONAL DOCUMENTS AS FILED WITH THE SECRETARY OF STATE OF ITS JURISDICTION OF ORGANIZATION IS AS SET FORTH IN THE PREAMBLE TO THIS AGREEMENT. WITHOUT LIMITING ANY FURTHER RESTRICTIONS ON ANY OF THE FOLLOWING ACTIVITIES THAT MAY BE APPLICABLE TO EACH PLEDGOR UNDER THE NOTE PURCHASE AGREEMENT, SUCH PLEDGOR HEREBY COVENANTS AND AGREES THAT SUCH PLEDGOR SHALL NOT (UNLESS OTHERWISE PERMITTED UNDER THE NOTE PURCHASE AGREEMENT) MAKE ANY OF THE FOLLOWING CHANGES OR TAKE ANY OF THE FOLLOWING ACTIONS UNLESS SUCH PLEDGOR SHALL FIRST HAVE GIVEN AT LEAST THIRTY (30) DAYS’ PRIOR WRITTEN NOTICE THEREOF TO SECURED PARTY: (I) ANY CHANGE BY SUCH PLEDGOR TO SUCH PLEDGOR’S LEGAL NAME OR (II) ANY ACTION BY SUCH PLEDGOR TO CHANGE SUCH PLEDGOR’S TYPE OF ENTITY, TO CHANGE SUCH PLEDGOR’S JURISDICTION OF ORGANIZATION, TO BECOME ORGANIZED IN MORE THAN ONE JURISDICTION OF ORGANIZATION OR TO ENTER INTO ANY MERGER OR CONSOLIDATION. PROMPTLY (AND IN ANY EVENT WITHIN FIVE BUSINESS DAYS) UPON MAKING ANY SUCH CHANGE OR TAKING ANY SUCH ACTION FOLLOWING PROPER NOTICE TO SECURED PARTY, SUCH PLEDGOR SHALL DELIVER TO SECURED PARTY CERTIFIED COPIES OF THE DOCUMENTS FILED WITH THE RESPECTIVE GOVERNMENTAL FILING OR RECORDING OFFICES EFFECTING ANY SUCH CHANGE.

8. IF AN EVENT OF DEFAULT OCCURS AND IS CONTINUING UNDER THE NOTE PURCHASE AGREEMENT, THEN SECURED PARTY MAY, AT ITS SOLE OPTION, EXERCISE FROM TIME TO TIME WITH RESPECT TO THE PLEDGED COLLATERAL ANY AND/OR ALL RIGHTS AND REMEDIES AVAILABLE TO IT HEREUNDER, UNDER


		-6-		FORM OF PLEDGE AGREEMENT

THE CODE, OR OTHERWISE AVAILABLE TO IT, AT LAW OR IN EQUITY, INCLUDING, WITHOUT LIMITATION, THE RIGHT TO DISPOSE OF THE PLEDGED COLLATERAL AT PUBLIC OR PRIVATE SALE(S) OR OTHER PROCEEDINGS, AND EACH PLEDGOR AGREES THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, SECURED PARTY, ANY PURCHASER OR ANY OF THEIR NOMINEES MAY BECOME THE PURCHASER AT ANY SUCH SALE(S). NOTWITHSTANDING ANYTHING IN THIS AGREEMENT OR ANY OTHER NOTE DOCUMENT TO THE CONTRARY, THE AGENT AND THE REQUIRED PURCHASERS SHALL PROVIDE AT LEAST FIVE (5) BUSINESS DAYS’ PRIOR WRITTEN NOTICE TO THE PLEDGORS AFTER AN EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING BEFORE EXERCISING ANY REMEDIES WITH RESPECT TO THE PLEDGED COLLATERAL (INCLUDING, WITHOUT LIMITATION, VOTING RIGHTS).

9. (a) IN ADDITION TO ALL OTHER RIGHTS GRANTED TO SECURED PARTY HEREIN, UNDER THE CODE OR OTHERWISE AVAILABLE AT LAW OR IN EQUITY, SECURED PARTY SHALL HAVE THE FOLLOWING RIGHTS, EACH OF WHICH MAY BE EXERCISED AT SECURED PARTY’S SOLE DISCRETION (BUT WITHOUT ANY OBLIGATION TO DO SO), AT ANY TIME FOLLOWING THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT UNDER THE NOTE PURCHASE AGREEMENT, WITHOUT FURTHER CONSENT OF THE PLEDGORS: (I) TRANSFER THE WHOLE OR ANY PART OF THE PLEDGED COLLATERAL INTO THE NAME OF ITSELF OR ITS NOMINEE OR TO CONDUCT A SALE OF THE PLEDGED COLLATERAL PURSUANT TO THE CODE OR PURSUANT TO ANY OTHER APPLICABLE LAW; (II) VOTE THE PLEDGED COLLATERAL; (III) NOTIFY THE PERSONS OBLIGATED ON ANY OF THE PLEDGED COLLATERAL TO MAKE PAYMENT TO SECURED PARTY OF ANY AMOUNTS DUE OR TO BECOME DUE THEREON; AND (IV) RELEASE, SURRENDER OR EXCHANGE ANY OF THE PLEDGED COLLATERAL AT ANY TIME, OR TO COMPROMISE ANY DISPUTE WITH RESPECT TO THE SAME. SECURED PARTY MAY PROCEED AGAINST THE PLEDGED COLLATERAL, OR ANY OTHER COLLATERAL SECURING THE OBLIGATIONS, IN ANY ORDER, AND AGAINST ANY PLEDGOR AND ANY OTHER NOTE PARTY, JOINTLY AND/OR SEVERALLY, IN ANY ORDER TO SATISFY THE OBLIGATIONS. EACH PLEDGOR WAIVES AND RELEASES ANY RIGHT TO REQUIRE SECURED PARTY TO FIRST COLLECT ANY OF THE OBLIGATIONS SECURED HEREBY FROM ANY OTHER COLLATERAL OF SUCH PLEDGOR OR ANY OTHER NOTE PARTY SECURING THE OBLIGATIONS UNDER ANY THEORY OF MARSHALLING OF ASSETS, OR OTHERWISE. ANY AND ALL DIVIDENDS, DISTRIBUTIONS, INTEREST DECLARED, DISTRIBUTED OR PAID AND ANY PROCEEDS OF THE PLEDGED COLLATERAL WHICH ARE RECEIVED BY ANY PLEDGOR FOLLOWING THE OCCURRENCE AND CONTINUANCE OF AN EVENT OF DEFAULT UNDER THE NOTE PURCHASE AGREEMENT SHALL BE (I) RECEIVED IN TRUST FOR THE BENEFIT OF AGENT AND THE PURCHASERS; (II) SEGREGATED FROM THE OTHER PROPERTY AND FUNDS OF THE PLEDGORS; AND (III) FORTHWITH DELIVERED TO SECURED PARTY AS PLEDGED COLLATERAL IN THE SAME FORM AS RECEIVED (WITH ANY NECESSARY DOCUMENTS, ENDORSEMENTS OR ASSIGNMENTS IN BLANK WITH GUARANTEED SIGNATURES). ALL RIGHTS AND REMEDIES OF SECURED PARTY ARE CUMULATIVE, NOT ALTERNATIVE.


		-7-		FORM OF PLEDGE AGREEMENT

(b) Each Pledgor hereby irrevocably appoints Secured Party its attorney-in-fact, subject to the terms hereof. following the occurrence and during the continuance of an Event of Default under the Note Purchase Agreement, at Secured Party’s option, (i) to effectuate the transfer of the Pledged Collateral on the books of the issuer thereof to the name of Secured Party or to the name of Secured Party’s nominee, designee or transferee: (ii) to endorse and collect checks payable to such Pledgor representing distributions or other payments on the Pledged Collateral; and (iii) to carry out the terms and provisions hereof. Each Pledgor acknowledges and agrees that Secured Party shall be authorized at any time to provide a copy of this Agreement to any Pledged Entity as evidence that Secured Party has been given the foregoing power of attorney.

10. TO THE EXTENT REQUIRED BY THE NOTE PURCHASE AGREEMENT, THE PROCEEDS OF ANY PLEDGED COLLATERAL RECEIVED BY SECURED PARTY AT ANY TIME, WHETHER FROM THE SALE OF PLEDGED COLLATERAL, COLLECTIONS IN RESPECT THEREOF OR OTHERWISE, SHALL BE ALLOCATED AND APPLIED TO THE OBLIGATIONS AS PROVIDED FOR IN THE NOTE PURCHASE AGREEMENT.

11. EACH PLEDGOR RECOGNIZES THAT SECURED PARTY MAY BE UNABLE TO EFFECT, OR MAY EFFECT ONLY AFTER SUCH DELAY WHICH WOULD ADVERSELY AFFECT THE VALUE THAT MIGHT BE REALIZED FROM THE PLEDGED COLLATERAL, A PUBLIC SALE OF ALL OR PART OF THE PLEDGED COLLATERAL BY REASON OF CERTAIN PROHIBITIONS CONTAINED IN THE SECURITIES ACT OF 1933, AS AMENDED (“ SECURITIES ACT ”) OR OTHER APPLICABLE SECURITIES LEGISLATION IN ANY OTHER APPLICABLE JURISDICTION AND MAY BE COMPELLED TO RESORT TO ONE OR MORE PRIVATE SALES TO A RESTRICTED GROUP OF PURCHASERS WHO WILL BE OBLIGED TO AGREE, AMONG OTHER THINGS, TO ACQUIRE SUCH SECURITIES FOR THEIR OWN ACCOUNT, FOR INVESTMENT AND NOT WITH A VIEW TO THE DISTRIBUTION OR RESALE THEREOF. EACH PLEDGOR AGREES THAT ANY SUCH PRIVATE SALE MAY BE AT PRICES AND ON TERMS LESS FAVORABLE TO SECURED PARTY OR THE SELLER THAN IF SOLD AT PUBLIC SALES, AND THEREFORE RECOGNIZES AND CONFIRMS THAT SUCH PRIVATE SALES SHALL NOT BE DEEMED TO HAVE BEEN MADE IN A COMMERCIALLY UNREASONABLE MANNER SOLELY BECAUSE THEY WERE MADE PRIVATELY. EACH PLEDGOR AGREES THAT SECURED PARTY HAS NO OBLIGATION TO DELAY THE SALE OF ANY SUCH SECURITIES FOR THE PERIOD OF TIME NECESSARY TO PERMIT THE ISSUER OF SUCH SECURITIES TO REGISTER SUCH SECURITIES FOR PUBLIC SALE UNDER THE SECURITIES ACT OR OTHER APPLICABLE SECURITIES LEGISLATION IN ANY OTHER APPLICABLE JURISDICTION.

12. IN THE EVENT THAT ANY STOCK DIVIDEND, RECLASSIFICATION, READJUSTMENT OR OTHER CHANGE IS MADE OR DECLARED IN THE CAPITAL STRUCTURE OF ANY PLEDGED ENTITY OR ANY PLEDGOR ACQUIRES OR IN ANY OTHER MANNER RECEIVES OR HOLDS ADDITIONAL SHARES OF STOCK,


		-8-		FORM OF PLEDGE AGREEMENT

MEMBERSHIP/LIMITED LIABILITY COMPANY INTERESTS, PARTNERSHIP INTERESTS OR OTHER EQUITY INTERESTS WHICH CONSTITUTE PLEDGED COLLATERAL (WHETHER ISSUED BY AN EXISTING PLEDGED ENTITY OR OTHERWISE), OR ANY OPTION INCLUDED WITHIN THE PLEDGED COLLATERAL IS EXERCISED, ANY AND ALL SUCH NEW, SUBSTITUTED OR ADDITIONAL EQUITY INTERESTS (TOGETHER WITH ALL RELATED RIGHTS ASSOCIATED THEREWITH) ISSUED TO SUCH PLEDGOR SHALL IMMEDIATELY AND AUTOMATICALLY BECOME SUBJECT TO THIS AGREEMENT AND THE PLEDGE AND GRANT OF A SECURITY INTEREST CREATED BY THE PLEDGORS HEREUNDER AND THE PLEDGORS HEREBY ACKNOWLEDGE AND CONFIRM THEIR GRANT OF A SECURITY INTEREST IN ANY SUCH FUTURE EQUITY INTERESTS (TOGETHER WITH ALL RELATED RIGHTS ASSOCIATED THEREWITH) TO THE SECURED PARTY TO SECURE THE OBLIGATIONS. ANY AND ALL CERTIFICATES ISSUED TO THE PLEDGORS WITH RESPECT TO ANY SUCH NEW, SUBSTITUTED OR ADDITIONAL EQUITY INTERESTS SHALL BE DELIVERED TO AND HELD BY SECURED PARTY IN THE SAME MANNER AS THE PLEDGED COLLATERAL ORIGINALLY PLEDGED HEREUNDER. IMMEDIATELY UPON THE ISSUANCE OF ANY SUCH EQUITY INTERESTS, THE ISSUER SHALL DELIVER WRITTEN NOTICE OF SUCH ISSUANCE TO SECURED PARTY, WHICH SUCH WRITTEN NOTICE SHALL INCLUDE (A) AN UPDATED AND AMENDED SCHEDULE I TO THIS AGREEMENT, WHICH SHALL UPON DELIVERY BE DEEMED TO HAVE AMENDED AND RESTATED THE PREVIOUSLY EFFECTIVE VERSION OF SUCH SCHEDULE I , (B) ANY OTHER DOCUMENTS AS REQUIRED HEREUNDER WITH RESPECT TO SUCH EQUITY INTERESTS AS REQUIRED FOR THE PLEDGED COLLATERAL ORIGINALLY PLEDGED HEREUNDER (INCLUDING ORGANIZATIONAL DOCUMENTS OF ANY PERSON NEWLY CONSTITUTING A PLEDGED ENTITY) AND (C) INCLUDE A CERTIFICATION BY THE CHIEF FINANCIAL OFFICER OF THE ISSUER THAT ALL THE REQUIREMENTS OF THIS PLEDGE AGREEMENT WITH RESPECT TO SUCH EQUITY INTERESTS, THE ISSUER OF SUCH EQUITY INTERESTS AND ANY RELATED OR ANCILLARY ACTIONS TO BE TAKEN IN CONNECTION WITH THE PLEDGE OF SUCH EQUITY INTERESTS (INCLUDING BY THE ISSUER OR THE APPLICABLE PLEDGOR), HAVE ALL BEEN COMPLIED WITH AS IF SUCH EQUITY INTERESTS WERE ORIGINALLY PLEDGED HEREUNDER ON THE DATE HEREOF.

13. UNTIL THE TIME SECURED PARTY PROVIDES THE ISSUER WITH FIVE (5) BUSINESS DAYS’ PRIOR WRITTEN NOTICE OF ITS INTENT TO EXERCISE ITS RIGHTS UNDER THIS SECTION 13 AFTER THE OCCURRENCE AND DURING THE CONTINUANCE OF ANY EVENT OF DEFAULT UNDER THE NOTE PURCHASE AGREEMENT (A “ TRIGGERING EVENT ”), EACH PLEDGOR SHALL RETAIN THE SOLE RIGHT TO VOTE ITS PLEDGED COLLATERAL AND EXERCISE ALL RIGHTS OF OWNERSHIP AND/OR MANAGEMENT WITH RESPECT TO ALL CORPORATE/LIMITED LIABILITY COMPANY/PARTNERSHIP QUESTIONS FOR ALL PURPOSES NOT IN VIOLATION OF THE TERMS HEREOF. UPON ANY SUCH TRIGGERING EVENT, NO PLEDGOR SHALL HAVE ANY FURTHER RIGHTS TO OR EXERCISE ANY SUCH VOTING OR OTHER OWNERSHIP AND/OR MANAGEMENT RIGHTS WITH RESPECT TO ITS PLEDGED COLLATERAL, AND ALL SUCH RIGHTS


		-9-		FORM OF PLEDGE AGREEMENT

SHALL BE THEREAFTER EXERCISABLE ONLY BY SECURED PARTY (REGARDLESS OF WHETHER SECURED PARTY SHALL HAVE TAKEN TITLE TO SUCH PLEDGED COLLATERAL AND/OR OTHERWISE EXERCISED ANY OF ITS RIGHTS AND REMEDIES WITH RESPECT TO THE PLEDGED COLLATERAL AND EVEN PRIOR TO ANY SUCH EXERCISE). WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WITH RESPECT TO ANY PLEDGED ENTITY THAT IS A LIMITED LIABILITY COMPANY OR PARTNERSHIP, THE VOTING AND OTHER OWNERSHIP AND/OR MANAGEMENT RIGHTS WHICH SECURED PARTY MAY EXERCISE UPON EXERCISE OF ITS RIGHTS UNDER THIS SECTION 13 SHALL INCLUDE (I) THE RIGHT TO REPLACE ANY “MANAGING MEMBER” OR “MANAGER” AND/OR ANY “GENERAL PARTNER” (INCLUDING IN ANY SUCH CASE THE APPLICABLE PLEDGOR IN ANY SUCH CAPACITY), AS APPLICABLE, OF ANY SUCH LIMITED LIABILITY COMPANY OR PARTNERSHIP PLEDGED ENTITY (AND, IF NECESSARY IN CONNECTION WITH THE FOREGOING, THE POWER TO AMEND THE LIMITED LIABILITY COMPANY OPERATING AGREEMENT OR PARTNERSHIP AGREEMENT, AS APPLICABLE, OF ANY SUCH LIMITED LIABILITY COMPANY OR PARTNERSHIP PLEDGED ENTITY TO EFFECTUATE SUCH REPLACEMENT) AND (II) IF ANY PLEDGOR IS A GENERAL PARTNER OR MANAGING MEMBER OF ANY SUCH LIMITED LIABILITY COMPANY OR PARTNERSHIP PLEDGED ENTITY, TO ACT AS SUCH GENERAL PARTNER OR MANAGING MEMBER OF ANY SUCH PLEDGED ENTITY WITH RESPECT TO ANY AND ALL BUSINESS MATTERS RELATING TO THE APPLICABLE PLEDGED ENTITY AND/OR ITS PROPERTY AND BUSINESSES FOR ALL PURPOSES UNDER THE ORGANIZATIONAL DOCUMENTS OF SUCH PLEDGED ENTITY AND/OR UNDER THE APPLICABLE LIMITED LIABILITY COMPANY OR PARTNERSHIP LAWS OF THE JURISDICTION OF ORGANIZATION OF SUCH PLEDGED ENTITY.

In furtherance of the foregoing, each Pledgor hereby irrevocably appoints Secured Party its attorney-in-fact with full power of substitution and in the name of such Pledgor, and hereby gives and grants to Secured Party an irrevocable and exclusive proxy for and in such Pledgor’s name, place and stead, to exercise under such power of attorney and/or under such proxy any and all such voting or other ownership and/or management rights with respect to the Pledged Collateral of any Pledged Entity with respect to any and all business matters relating to the applicable Pledged Entity and/or its property and businesses, in each case exercisable only following (but at all times after) the occurrence of any Triggering Event. The power of attorney and proxy granted and appointed in this Section 13 shall include the right to sign such Pledgor’s name (as a holder of any Equity Interest and/or as a member or partner in any applicable Pledged Entity) to any consent, certificate or other document relating to the exercise any and all such voting or other ownership and/or management rights with respect to the Pledged Collateral that applicable law or the Organizational Documents of the applicable Pledged Entities may permit or require, to cause the Pledged Collateral to be voted and/or such other ownership and/or management right to be exercised in accordance with the preceding sentence. Each Pledgor hereby represents and warrants that there are no other proxies and powers of attorney with respect to Pledged Collateral of any Pledged Entity that such Pledgor may have granted or appointed (except as set forth in Section 14 below); and no Pledgor will give a subsequent proxy or power of attorney or enter into any other voting agreement with respect to the Pledged


		-10-		FORM OF PLEDGE AGREEMENT

Collateral of any Pledged Entity (except as set forth in Section 14 below) and any attempt to do so shall be void and of no effect. Each Pledgor agrees that the Pledged Entities shall be fully protected in complying with any instructions given by Secured Party under such power of attorney and/or recognizing and honoring any exercise by Secured Party of such proxy. Each Pledgor acknowledges and agrees that Secured Party shall be authorized at any time to provide a copy of this Agreement to any Pledged Entity as evidence that Secured Party has been given the foregoing power of attorney and proxy. The proxies and powers of attorney granted by the Pledgors pursuant to this Section 13 are coupled with an interest and are given to secure the performance of the Obligations.

14. IN ADDITION TO AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SOLELY WITH RESPECT TO ARTICLE 8 MATTERS (AS DEFINED BELOW), EACH PLEDGOR HEREBY IRREVOCABLY APPOINTS SECURED PARTY ITS ATTORNEY-IN-FACT WITH FULL POWER OF SUBSTITUTION AND IN THE NAME OF SUCH PLEDGOR, AND HEREBY GIVES AND GRANTS TO SECURED PARTY AN IRREVOCABLE AND EXCLUSIVE PROXY FOR AND IN SUCH PLEDGOR’S NAME, PLACE AND STEAD, TO EXERCISE UNDER SUCH POWER OF ATTORNEY AND/OR UNDER SUCH PROXY ANY AND ALL SUCH VOTING OR OTHER OWNERSHIP AND/OR MANAGEMENT RIGHTS WITH RESPECT TO THE PLEDGED COLLATERAL OF ANY PLEDGED ENTITY WITH RESPECT TO ANY AND ALL ARTICLE 8 MATTERS, WHICH POWER OF ATTORNEY AND PROXY ARE EXERCISABLE AND EFFECTIVE AT ANY AND ALL TIMES FROM AND AFTER THE DATE OF THIS AGREEMENT. THE POWER OF ATTORNEY AND PROXY GRANTED AND APPOINTED IN THIS SECTION 14 SHALL INCLUDE THE RIGHT TO SIGN THE APPLICABLE PLEDGOR’S NAME (AS A SECURED PARTY OF ANY EQUITY INTEREST AND/OR AS A MEMBER OR PARTNER IN ANY APPLICABLE PLEDGED ENTITY) TO ANY CONSENT, CERTIFICATE OR OTHER DOCUMENT RELATING TO THE EXERCISE OF ANY AND ALL SUCH VOTING OR OTHER OWNERSHIP AND/OR MANAGEMENT RIGHTS WITH RESPECT TO ARTICLE 8 MATTERS PERTAINING TO ANY PLEDGED ENTITY THAT APPLICABLE LAW OR THE ORGANIZATIONAL DOCUMENTS OF THE APPLICABLE PLEDGED ENTITIES MAY PERMIT OR REQUIRE, TO CAUSE THE PLEDGED COLLATERAL TO BE VOTED AND/OR SUCH OTHER OWNERSHIP AND/OR MANAGEMENT RIGHT TO BE EXERCISED IN ACCORDANCE WITH THE PRECEDING SENTENCE. EACH PLEDGOR HEREBY REPRESENTS AND WARRANTS THAT THERE ARE NO OTHER PROXIES AND POWERS OF ATTORNEY WITH RESPECT TO ARTICLE 8 MATTERS PERTAINING TO ANY PLEDGED ENTITY; AND NO PLEDGOR WILL GIVE A SUBSEQUENT PROXY OR POWER OF ATTORNEY OR ENTER INTO ANY OTHER VOTING AGREEMENT WITH RESPECT TO ARTICLE 8 MATTERS PERTAINING TO ANY PLEDGED ENTITY AND ANY ATTEMPT TO DO SO SHALL BE VOID AND OF NO EFFECT. EACH PLEDGOR AGREES THAT EACH PLEDGED ENTITY SHALL BE FULLY PROTECTED IN COMPLYING WITH ANY INSTRUCTIONS GIVEN BY SECURED PARTY UNDER SUCH POWER OF ATTORNEY AND/OR RECOGNIZING AND HONORING ANY EXERCISE BY SECURED PARTY OF SUCH PROXY. EACH PLEDGOR ACKNOWLEDGES AND AGREES THAT SECURED PARTY SHALL BE AUTHORIZED AT ANY TIME TO PROVIDE A COPY OF THIS AGREEMENT TO ANY PLEDGED ENTITY AS EVIDENCE THAT SECURED PARTY HAS BEEN GIVEN THE


		-11-		FORM OF PLEDGE AGREEMENT

FOREGOING POWER OF ATTORNEY AND PROXY. THE PROXIES AND POWERS OF ATTORNEY GRANTED BY THE PLEDGORS PURSUANT TO THIS SECTION 14 ARE COUPLED WITH AN INTEREST AND ARE GIVEN TO SECURE THE PERFORMANCE OF THE OBLIGATIONS. AS USED HEREIN, “ ARTICLE 8 MATTER ” MEANS ANY ACTION, DECISION, DETERMINATION OR ELECTION BY ANY APPLICABLE NON-CORPORATE PLEDGED ENTITY OR THE MEMBER(S) OR PARTNER(S) OR OTHER EQUITY HOLDERS OF SUCH NON-CORPORATE PLEDGED ENTITY THAT ITS MEMBERSHIP INTERESTS, PARTNERSHIP INTERESTS OR OTHER EQUITY INTERESTS, OR ANY OF THEM, EITHER (I) BE, OR CEASE TO BE, A “SECURITY” AS DEFINED IN AND GOVERNED BY ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE OR (II) BE, OR CEASE TO BE, CERTIFICATED, AND ALL OTHER MATTERS RELATED TO ANY SUCH ACTION, DECISION, DETERMINATION OR ELECTION. THE PROXIES AND POWERS GRANTED BY THE PLEDGORS PURSUANT TO THIS SECTION 14 ARE COUPLED WITH AN INTEREST AND ARE GIVEN TO SECURE THE PERFORMANCE OF THE OBLIGATIONS.

15. OTHER THAN THE EXERCISE OF CARE IN A COMMERCIALLY REASONABLE MANNER TO ASSURE THE SAFE CUSTODY OF ANY COLLATERAL IN ITS POSSESSION AND THE ACCOUNTING FOR MONIES ACTUALLY RECEIVED BY IT HEREUNDER, SECURED PARTY SHALL HAVE NO OBLIGATION TO TAKE ANY STEPS TO PRESERVE, PROTECT OR DEFEND THE RIGHTS OF THE PLEDGORS OR SECURED PARTY IN THE PLEDGED COLLATERAL AGAINST OTHER PARTIES. SECURED PARTY SHALL BE DEEMED TO HAVE EXERCISED CARE IN A COMMERCIALLY REASONABLE MANNER AS DESCRIBED IN THE IMMEDIATELY PRECEDING PARAGRAPH IF IT EXERCISES CARE WITH RESPECT TO THE PLEDGED COLLATERAL CONSISTENT WITH THE MANNER IN WHICH IT WOULD TREAT SIMILAR PROPERTY HELD FOR THE BENEFIT OF THIRD PARTIES. SECURED PARTY SHALL HAVE NO OBLIGATION TO SELL OR OTHERWISE DEAL WITH THE PLEDGED COLLATERAL AT ANY TIME FOR ANY REASON, WHETHER OR NOT UPON REQUEST OF THE PLEDGORS, AND WHETHER OR NOT THE VALUE OF THE PLEDGED COLLATERAL, IN THE OPINION OF SECURED PARTY OR THE PLEDGORS, IS MORE OR LESS THAN THE AGGREGATE AMOUNT OF THE OBLIGATIONS SECURED HEREBY, AND ANY SUCH REFUSAL OR INACTION BY SECURED PARTY SHALL NOT BE DEEMED A BREACH OF ANY DUTY WHICH SECURED PARTY MAY HAVE UNDER LAW TO PRESERVE THE PLEDGED COLLATERAL. EXCEPT AS PROVIDED BY APPLICABLE LAW, NO DUTY, OBLIGATION OR RESPONSIBILITY OF ANY KIND IS INTENDED TO BE DELEGATED TO OR ASSUMED BY SECURED PARTY AT ANY TIME WITH RESPECT TO THE PLEDGED COLLATERAL.

16. TO THE EXTENT SECURED PARTY IS REQUIRED BY LAW TO GIVE A PLEDGOR PRIOR NOTICE OF ANY PUBLIC OR PRIVATE SALE, OR OTHER DISPOSITION OF THE PLEDGED COLLATERAL, EACH PLEDGOR AGREES THAT TEN (10) DAYS’ PRIOR WRITTEN NOTICE TO SUCH PLEDGOR SHALL BE A COMMERCIALLY REASONABLE AND SUFFICIENT NOTICE OF SUCH SALE OR OTHER INTENDED DISPOSITION. EACH PLEDGOR FURTHER RECOGNIZES AND AGREES THAT IF THE PLEDGED COLLATERAL, OR A PORTION THEREOF,


		-12-		FORM OF PLEDGE AGREEMENT

THREATENS TO DECLINE SPEEDILY IN VALUE OR IS OF A TYPE CUSTOMARILY SOLD ON A RECOGNIZED MARKET, SUCH PLEDGOR SHALL NOT BE ENTITLED TO ANY PRIOR NOTICE OF SALE OR OTHER INTENDED DISPOSITION WITH RESPECT TO SUCH PLEDGED COLLATERAL (OR APPLICABLE PORTION THEREOF).

17. EACH PLEDGOR SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS SECURED PARTY FROM AND AGAINST ANY AND ALL CLAIMS LOSSES AND LIABILITIES RESULTING FROM ANY BREACH BY SUCH PLEDGOR OF SUCH PLEDGOR’S REPRESENTATIONS AND COVENANTS UNDER THIS AGREEMENT, OTHER THAN AS A RESULT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SECURED PARTY. WITHOUT CONTRADICTING OR LIMITING THE GENERALITY OF THE FOREGOING, THE PROVISIONS OF ARTICLE XIV AND SECTION 16.8 OF THE NOTE PURCHASE AGREEMENT ARE APPLICABLE TO THIS AGREEMENT AND ARE INCORPORATED HEREIN BY REFERENCE.

18. EXCEPT AS AND IF EXPRESSLY PROVIDED OTHERWISE UNDER THE NOTE PURCHASE AGREEMENT OR ANY OF THE OTHER NOTE DOCUMENTS RELATING TO THE NOTE PURCHASE AGREEMENT, EACH PLEDGOR (ACTING SOLELY IN ITS CAPACITY AS A PLEDGOR HEREUNDER AND WITHOUT WAIVING OR AFFECTING ANY RIGHTS SUCH PLEDGOR MAY HAVE (IF ANY) IN ITS CAPACITY AS A PARTY TO THE NOTE PURCHASE AGREEMENT) HEREBY WAIVES TO THE EXTENT PERMITTED BY LAW: (A) ALL ERRORS, DEFECTS AND IMPERFECTIONS IN CONNECTION WITH ANY PROCEEDINGS HEREUNDER OR IN CONNECTION WITH ANY OF THE OBLIGATIONS, INCLUDING WITHOUT LIMITATION, ANY ACTION BY SECURED PARTY AND/OR ANY PURCHASER IN REPLEVIN, FORECLOSURE OR OTHER COURT PROCESS OR IN CONNECTION WITH ANY OTHER ACTION RELATED TO THE OBLIGATIONS OR THE TRANSACTIONS CONTEMPLATED HEREUNDER; (B) PRESENTMENT FOR PAYMENT AND PROTEST; (C) NOTICE OF ACCEPTANCE OF THIS AGREEMENT; (D) NOTICE OF THE EXISTENCE AND INCURRENCE FROM TIME TO TIME OF ANY OBLIGATIONS UNDER THE NOTE PURCHASE AGREEMENT; (E) NOTICE OF THE EXISTENCE OF ANY EVENT OF DEFAULT OR DEFAULT, THE MAKING OF DEMAND, OR THE TAKING OF ANY ACTION BY SECURED PARTY UNDER THE NOTE PURCHASE AGREEMENT; (F) ANY REQUIREMENT FOR BONDS, SECURITY OR SURETIES REQUIRED BY STATUTE, COURT RULE OR OTHERWISE; (G) ANY DEMAND FOR POSSESSION OF THE PLEDGED COLLATERAL PRIOR TO THE COMMENCEMENT OF ANY SUIT; AND (H) DEMAND AND DEFAULT HEREUNDER.

19. EACH PLEDGOR (ACTING SOLELY IN ITS CAPACITY AS A PLEDGOR HEREUNDER AND WITHOUT WAIVING OR AFFECTING ANY RIGHTS SUCH PLEDGOR MAY HAVE (IF ANY) IN ITS CAPACITY AS A PARTY TO THE NOTE PURCHASE AGREEMENT) HEREBY CONSENTS AND AGREES THAT SECURED PARTY MAY AT ANY TIME OR FROM TIME TO TIME PURSUANT TO THE NOTE PURCHASE AGREEMENT (A) EXTEND OR CHANGE THE TIME OF PAYMENT AND/OR THE MANNER, PLACE OR TERMS OF PAYMENT OF ANY AND ALL OBLIGATIONS, (B) SUPPLEMENT, AMEND, RESTATE, SUPERSEDE, OR REPLACE, OR


		-13-		FORM OF PLEDGE AGREEMENT

GRANT CONSENTS OR WAIVERS WITH RESPECT TO, THE NOTE PURCHASE AGREEMENT OR ANY OTHER NOTE DOCUMENTS RELATING TO THE NOTE PURCHASE AGREEMENT AND/OR ANY PROVISIONS THEREOF (SPECIFICALLY INCLUDING ANY PROVISIONS THEREUNDER CONCERNING ANY COVENANTS THEREUNDER, AND PARTICULARLY INCLUDING ANY NEGATIVE COVENANTS OR FINANCIAL COVENANTS, AND ANY PROVISIONS REGARDING EVENTS OF DEFAULT), (C) RENEW, EXTEND, MODIFY, INCREASE OR DECREASE LOANS AND EXTENSIONS OF CREDIT UNDER THE NOTE PURCHASE AGREEMENT, AND/OR MAKE ANY NEW OR ADDITIONAL OR INCREASED LOANS OR EXTENSIONS OF CREDIT AVAILABLE TO THE PLEDGED ENTITIES (WHETHER SUCH NEW, ADDITIONAL OR INCREASED LOANS OR EXTENSIONS OF CREDIT ARE OF THE SAME OR NEW OR DIFFERENT TYPES AS THE LOANS AND EXTENSIONS OF CREDIT AVAILABLE TO THE PLEDGED ENTITIES UNDER THE NOTE PURCHASE AGREEMENT (OR EITHER OF THEM) AS OF THE DATE HEREOF), (D) MODIFY THE TERMS AND CONDITIONS UNDER WHICH LOANS AND EXTENSIONS OF CREDIT MAY BE MADE UNDER THE NOTE PURCHASE AGREEMENT, (E) SETTLE, COMPROMISE OR GRANT RELEASES FOR ANY OBLIGATIONS UNDER THE NOTE PURCHASE AGREEMENT AND/OR ANY PERSON OR PERSONS LIABLE FOR PAYMENT OF ANY OBLIGATIONS UNDER THE NOTE PURCHASE AGREEMENT, (F) EXCHANGE, RELEASE, SURRENDER, SELL, SUBORDINATE OR COMPROMISE ANY COLLATERAL OF ANY PARTY NOW OR HEREAFTER SECURING ANY OF THE OBLIGATIONS UNDER THE NOTE PURCHASE AGREEMENT AND (G) APPLY ANY AND ALL PAYMENTS RECEIVED FROM ANY SOURCE BY SECURED PARTY AT ANY TIME AGAINST THE OBLIGATIONS UNDER THE NOTE PURCHASE AGREEMENT; ALL OF THE FOREGOING IN SUCH MANNER AND UPON SUCH TERMS AS SECURED PARTY MAY DETERMINE AND WITHOUT NOTICE TO OR FURTHER CONSENT FROM ANY PLEDGOR AND WITHOUT IMPAIRING OR MODIFYING THE TERMS AND CONDITIONS OF THIS AGREEMENT WHICH SHALL REMAIN IN FULL FORCE AND EFFECT.

20. THIS AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT AND SHALL NOT BE LIMITED, IMPAIRED OR OTHERWISE AFFECTED IN ANY WAY BY REASON OF (A) ANY DELAY IN MAKING DEMAND ON THE PLEDGORS FOR OR DELAY IN ENFORCING OR FAILURE TO ENFORCE, PERFORMANCE OR PAYMENT OF EACH PLEDGOR’S OR PLEDGED ENTITY’S OBLIGATIONS, (B) ANY FAILURE, NEGLECT OR OMISSION ON SECURED PARTY’S PART TO PERFECT ANY LIEN UPON, PROTECT, EXERCISE RIGHTS AGAINST, OR REALIZE ON, ANY PROPERTY OF THE PLEDGORS OR ANY OTHER PARTY SECURING THE OBLIGATIONS, (C) ANY FAILURE TO OBTAIN, RETAIN OR PRESERVE, OR THE LACK OF PRIOR ENFORCEMENT OF, ANY RIGHTS AGAINST ANY PERSON OR PERSONS OR IN ANY PROPERTY, (D) THE INVALIDITY OR UNENFORCEABILITY OF ANY OBLIGATIONS OR RIGHTS IN ANY COLLATERAL UNDER THE NOTE PURCHASE AGREEMENT OR THE OTHER NOTE DOCUMENTS RELATING TO THE NOTE PURCHASE AGREEMENT, (E) THE EXISTENCE OR NONEXISTENCE OF ANY DEFENSES WHICH MAY BE AVAILABLE TO THE PLEDGORS WITH RESPECT TO THE OBLIGATIONS UNDER THE NOTE PURCHASE AGREEMENT OR (F) THE COMMENCEMENT OF ANY BANKRUPTCY, REORGANIZATION, LIQUIDATION, DISSOLUTION OR RECEIVERSHIP PROCEEDING OR CASE FILED BY OR AGAINST ANY PLEDGOR.


		-14-		FORM OF PLEDGE AGREEMENT

21. EACH PLEDGOR COVENANTS AND AGREES THAT SUCH PLEDGOR SHALL NOT SELL, DISPOSE OF OR OTHERWISE TRANSFER ANY OF ITS PLEDGED COLLATERAL, NOR GRANT OR PERMIT TO EXIST ANY LIEN, SECURITY INTEREST, JUDGMENT LIEN, LEVY, GARNISHMENT OR OTHER CHARGE OR ENCUMBRANCE OF ANY KIND OR NATURE ON OR WITH RESPECT TO ANY OF ITS PLEDGED COLLATERAL UNLESS AND TO THE EXTENT EXPRESSLY PERMITTED UNDER THE NOTE PURCHASE AGREEMENT.

22. NO FAILURE OR DELAY BY SECURED PARTY IN EXERCISING ANY RIGHT, POWER OR PRIVILEGE UNDER THIS AGREEMENT SHALL OPERATE AS A WAIVER THEREOF NOR SHALL ANY SINGLE OR PARTIAL EXERCISE THEREOF PRECLUDE ANY OTHER OR FURTHER EXERCISE THEREOF OR THE EXERCISE OF ANY OTHER RIGHT, POWER OR PRIVILEGE. THE RIGHTS AND REMEDIES HEREIN AND THEREIN PROVIDED SHALL BE CUMULATIVE AND NOT EXCLUSIVE OF ANY RIGHTS OR REMEDIES PROVIDED BY LAW. ANY REFERENCE IN THIS AGREEMENT TO THE -CONTINUING” NATURE OF ANY EVENT OF DEFAULT SHALL NOT BE CONSTRUED AS ESTABLISHING OR OTHERWISE INDICATING THAT PLEDGED ENTITY OR ANY OTHER PARTY HAS THE INDEPENDENT RIGHT TO CURE ANY SUCH EVENT OF DEFAULT, BUT IS RATHER PRESENTED MERELY FOR CONVENIENCE SHOULD SUCH EVENT OF DEFAULT BE WAIVED IN ACCORDANCE WITH THE TERMS OF THE APPLICABLE NOTE PURCHASE AGREEMENT.

23. THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE PARTIES HERETO REGARDING THE SUBJECT MATTER HEREOF AND MAY BE MODIFIED ONLY BY A WRITTEN INSTRUMENT SIGNED BY EACH PLEDGOR AND SECURED PARTY.

24. THIS AGREEMENT AND ALL MATTERS RELATING HERETO AND/OR ARISING HEREFROM (WHETHER ARISING UNDER CONTRACT LAW, TORT LAW OR OTHERWISE) SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK . ANY JUDICIAL PROCEEDING BROUGHT BY OR AGAINST ANY PLEDGOR WITH RESPECT TO THIS AGREEMENT MAY BE BROUGHT IN ANY FEDERAL OR STATE COURT OF COMPETENT JURISDICTION IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN, STATE OF NEW YORK, UNITED STATES OF AMERICA, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PLEDGOR ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE NON-EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS, AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT. EACH PLEDGOR HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL (RETURN RECEIPT REQUESTED) DIRECTED TO SUCH PLEDGOR AT ITS NOTICE ADDRESS UNDER THIS AGREEMENT AS


		-15-		FORM OF PLEDGE AGREEMENT

PROVIDED FOR IN SECTION 27 BELOW AND SERVICE SO MADE SHALL BE DEEMED COMPLETED FIVE DAYS AFTER THE SAME SHALL HAVE BEEN SO DEPOSITED IN THE MAILS OF THE UNITED STATES OF AMERICA. NOTHING HEREIN SHALL AFFECT THE RIGHT TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF SECURED PARTY TO BRING PROCEEDINGS AGAINST ANY PLEDGOR IN THE COURTS OF ANY OTHER JURISDICTION. EACH PLEDGOR WAIVES ANY OBJECTION TO JURISDICTION AND VENUE OF ANY ACTION INSTITUTED HEREUNDER AND SHALL NOT ASSERT ANY DEFENSE BASED ON LACK OF JURISDICTION OR VENUE OR BASED UPON FORUM NON CONVENIENS. EACH PLEDGOR WAIVES THE RIGHT TO REMOVE ANY JUDICIAL PROCEEDING BROUGHT AGAINST SUCH PLEDGOR IN ANY STATE COURT TO ANY FEDERAL COURT. ANY JUDICIAL PROCEEDING BY A PLEDGOR AGAINST SECURED PARTY INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER OR CLAIM IN ANY WAY ARISING OUT OF, RELATED TO OR CONNECTED WITH THIS AGREEMENT OR ANY RELATED AGREEMENT, SHALL BE BROUGHT ONLY IN A FEDERAL OR STATE COURT LOCATED IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN, COUNTY OF NEW YORK, STATE OF NEW YORK, UNITED STATES OF AMERICA.

25. PURSUANT TO SECTION 6.10 OF THE NOTE PURCHASE AGREEMENT, CERTAIN ADDITIONAL RESTRICTED SUBSIDIARIES OF THE ISSUER AND THE GUARANTORS MAY BE REQUIRED TO ENTER INTO THIS AGREEMENT AS PLEDGORS. UPON EXECUTION AND DELIVERY BY EACH SUCH RESTRICTED SUBSIDIARY OF A PLEDGE AGREEMENT SUPPLEMENT, SUBSTANTIALLY IN THE FORM ATTACHED HERETO AS EXHIBIT B, SUCH RESTRICTED SUBSIDIARY SHALL BECOME A PLEDGOR HEREUNDER WITH THE SAME FORCE AND EFFECT AS IF ORIGINALLY NAMED AS A PLEDGOR HEREIN. THE EXECUTION AND DELIVERY OF ANY SUCH INSTRUMENT SHALL NOT REQUIRE THE CONSENT OF ANY OTHER PLEDGOR HEREUNDER. THE RIGHTS AND OBLIGATIONS OF EACH PLEDGOR HEREUNDER SHALL REMAIN IN FULL FORCE AND EFFECT NOTWITHSTANDING THE ADDITION OF ANY NEW PLEDGOR AS A PARTY TO THIS AGREEMENT.

26. IF ANY PART OF THIS AGREEMENT IS CONTRARY TO, PROHIBITED BY, OR DEEMED INVALID UNDER APPLICABLE LAWS OR REGULATIONS, SUCH PROVISION SHALL BE INAPPLICABLE AND DEEMED OMITTED TO THE EXTENT SO CONTRARY, PROHIBITED OR INVALID, BUT THE REMAINDER HEREOF SHALL NOT BE INVALIDATED THEREBY AND SHALL BE GIVEN EFFECT SO FAR AS POSSIBLE.

27. ANY NOTICES WHICH ANY PARTY MAY GIVE TO ANOTHER HEREUNDER SHALL BE GIVEN TO SUCH PARTY IN THE MANNER, BY THE METHODS AND TO THE ADDRESSES PROVIDED FOR UNDER SECTION 16.9 OF THE NOTE PURCHASE AGREEMENT.

28. THIS AGREEMENT SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF THE PARTIES HERETO, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, EXCEPT THAT NO PLEDGOR MAY ASSIGN OR TRANSFER ANY OF ITS RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT WITHOUT THE PRIOR WRITTEN CONSENT OF EACH PURCHASER.


		-16-		FORM OF PLEDGE AGREEMENT

29. EACH OF THE PLEDGORS AND SECURED PARTY (BY ITS ACCEPTANCE HEREOF) HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (A) ARISING UNDER THIS AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR (B) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PLEDGORS AND SECURED PARTY WITH RESPECT TO THIS AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE AND EACH OF THE PLEDGORS AND SECURED PARTY (BY ITS ACCEPTANCE HEREOF) HEREBY CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT EACH PLEDGOR OR SECURED PARTY MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENTS OF THE PLEDGORS AND SECURED PARTY TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY .

30. THE PARTIES HERETO HAVE PARTICIPATED JOINTLY IN THE NEGOTIATION AND DRAFTING OF THIS AGREEMENT. IN THE EVENT AN AMBIGUITY OR QUESTION OF INTENT OR INTERPRETATION ARISES, THIS AGREEMENT SHALL BE CONSTRUED AS IF DRAFTED JOINTLY BY THE PARTIES HERETO AND NO PRESUMPTION OR BURDEN OF PROOF SHALL ARISE FAVORING OR DISFAVORING ANY PARTY BY VIRTUE OF THE AUTHORSHIP OF ANY PROVISIONS OF THIS AGREEMENT.

31. EACH PLEDGOR WAIVES THE BENEFIT OF ANY AND EVERY STATUTE, ORDINANCE, OR RULE OF COURT WHICH MAY BE LAWFULLY WAIVED CONFERRING UPON SUCH PLEDGOR ANY RIGHT OR PRIVILEGE OF EXEMPTION, HOMESTEAD RIGHTS, STAY OF EXECUTION, OR SUPPLEMENTARY PROCEEDINGS, OR OTHER RELIEF FROM THE ENFORCEMENT OR IMMEDIATE ENFORCEMENT OF A JUDGMENT OR RELATED PROCEEDINGS ON A JUDGMENT.

32. ALL EXHIBITS AND SCHEDULES ATTACHED HERETO ARE HEREBY MADE A PART OF THIS AGREEMENT.

[Signatures on Following Page]


		-17-		FORM OF PLEDGE AGREEMENT

IN WITNESS WHEREOF , this Agreement has been executed and delivered as of the date first set forth above.


[PLEDGOR]

By:
Name:
Title:

[PLEDGOR]

By:
Name:
Title:

[PLEDGOR]

By:
Name:
Title:

[PLEDGOR]

By:
Name:
Title:

[Signature Page to Collateral Pledge Agreement]

SCHEDULE I

Pledged Collateral

The following Collateral is hereby pledged by the Pledgor to Secured Party pursuant to the Pledge Agreement to which this Schedule is attached:

Name

Percentage
Ownership

Registered and
Beneficial Owner
of Securities of
Subsidiary

Percentage of
Equity Interest to
be pledged

Certificate Number
for Certificated
Entities

Exhibit A

Pledge Acknowledgment

[PLEDGOR]

Address

U.S. BANK, NATIONAL ASSOCIATION

[214 N Tryon Street, 26 ^th Floor

Charlotte, NC 28202]

Attn: [ ]

On the [ ] day of August, 2014, the undersigned, [ Pledged Entity ] (“ Company ”), registered on its books and records the pledge of all of the equity interests issued by Company now or hereafter owned by [ PLEDGOR (“ Pledgor ”)] (collectively, the “ Pledged Interests ”) in favor of U.S. BANK NATIONAL ASSOCIATION, a national banking association, in its capacity as agent for certain Purchasers (in such capacity, together with its successors and assigns in such capacity, the “ Secured Party ”). As of the date hereof, the Pledged Interests represent [ percent ( %)] of the equity interests of any and all kinds and types issued by Company. To Company’s knowledge, except as set forth on Schedule 1 attached hereto, (including, without limitation, any information which may appear on Company’s books and records) there are no other pledges, security interests, liens, restrictions or adverse claims to which the Pledged Interests are, or may be, subject as of the date hereof. Company hereby agrees Company will hereafter comply with instructions originated by Secured Party in accordance with the Collateral Pledge Agreement, dated August 8, 2014, by the Pledgors party thereto in favor of Secured Party, with respect to the Pledged Interests without further consent of Pledgor.


By:		[ ]

		By:
		Name:
		Title:

Exhibit B

ADDITIONAL PLEDGOR SUPPLEMENT

This ADDITIONAL PLEDGOR SUPPLEMENT (this “ Supplement ”), dated, , 20 , is delivered pursuant to Section 6.10 of that certain Note Purchase Agreement, dated as of August 8, 2014, among KGH Intermediate Holdco I, LLC, a Delaware limited liability company (“ Holdings ”), KGH Intermediate Holdco II, LLC, a Delaware limited liability company (the “ Issuer ”), the Subsidiary Guarantors from time to time party thereto, the Purchasers from time to time party thereto and U.S. Bank National Association as agent for the Purchasers (“ Agent ”) (as it may be from time to time amended, restated, supplemented or otherwise modified, the “ Note Purchase Agreement ”; capitalized terms used herein not otherwise defined herein shall have the meanings ascribed therein) and Section 25 of that certain Collateral Pledge Agreement, dated as of August 8, 2014, among the Pledgors from time to time party thereto and Agent (in such capacity, the “ Secured Party ”) (as amended, restated, supplemented or otherwise modified from time to time, the “ Collateral Pledge Agreement ”). The undersigned (the “ New Pledgor ”) hereby agrees that this Supplement may be attached to the Collateral Pledge Agreement.

1. The New Pledgor, by executing and delivering this Supplement, hereby becomes a Pledgor in accordance with Section 25 of the Collateral Pledge Agreement, with the same force and effect as if originally named therein as a Pledgor and (a) agrees to be bound by all of the terms of the Collateral Pledge Agreement and (b) hereby represents and warrants that all of the representations and warranties made by it as a Pledgor thereunder are true and correct in all material respects on and as of the date hereof. In furtherance of the foregoing, the New Pledgor does hereby collaterally pledge, deliver and set over to Secured Party, for the ratable benefit of the Purchasers and all other holders of the Obligations all of the following property, together with any additions, exchanges, replacements and substitutions therefor, dividends and distributions with respect therefor, and the proceeds thereof (collectively, the “Pledged Collateral”):

(a) all of the shares of capital stock and other Equity Interests in those corporations listed on Schedule I attached hereto and any other Equity Interests in any corporation, whether now owned or hereafter acquired by the New Pledgor or in which the New Pledgor now or hereafter has any rights, options or warrants, together with all certificates representing such shares and interests and all rights (but none of the obligations) under or arising out of the applicable Organizational Documents of such corporations;

(b) all of the partnership interests and other Equity Interests in those limited partnerships and general partnerships listed on Schedule I attached hereto and any other Equity Interests in any limited partnership or general partnership, whether now owned or hereafter acquired by the New Pledgor or in which the New Pledgor now or hereafter has any rights, options or warrants, together with all certificates representing such shares and interests and all rights (but none of the obligations) under or arising out of the applicable Organizational Documents of such partnerships; including without limitation all rights and remedies of the New Pledgor as a general partner or limited partner with respect to the respective partnership interests and other equity interests of the New Pledgor in each such partnership under the respective Organizational Documents of such partnership and under the partnership laws of the state in which each such partnership is organized; and

(c) all of the membership/limited liability company interests and other Equity Interests in those limited liability companies listed on Schedule I attached hereto and any other Equity Interests in any limited liability company, whether now owned or hereafter acquired by the New Pledgor or in which the New Pledgor now or hereafter has any rights, options or warrants, together with all certificates representing such shares and interests and all rights (but none of the obligations) under or arising out of the applicable Organizational Documents of such companies; including without limitation all rights and remedies of the New Pledgor as a member or manager or managing member with respect to the respective membership interests and other equity interests of the New Pledgor in each such limited liability company under the respective Organizational Documents of such limited liability company and under the limited liability company laws of the state in which each such limited liability company is organized;

provided that , in each case under the foregoing clauses (a) through (c), the rights relating to the applicable Equity Interests included in the Pledged Collateral shall include, without limitation, all of the following rights relating to such Equity Interests, whether arising under the Organizational Documents of the applicable Pledged Entity or under the applicable laws of such Pledged Entity’s jurisdiction of organization relating to the formation, existence and governance of corporations, limited liability companies or partnerships, as applicable: (i) all economic rights (including all rights to receive dividends and distributions), (ii) all voting rights and rights to consent to any particular action(s) by the applicable Pledged Entity, (iii) all management rights with respect to such Pledged Entity, (iv) in the case of any Pledged Collateral consisting of a general partner interest in a partnership, all powers and rights as a general partner with respect to the management, operations and control of the business and affairs of the applicable Pledged Entity, (v) in the case of any Pledged Collateral consisting of the membership/limited liability company interests of a managing member in a limited liability company, all powers and rights as a managing member with respect to the management, operations and control of the business and affairs of the applicable Pledged Entity, (vi) all rights to designate or appoint or vote for or remove any officers, directors, manager(s), general partner(s), managing member(s) and/or any members of any board of members/managers/partners/directors that may now or hereafter have any rights to manage and direct the business and affairs of the applicable Pledged Entity under its Organizational Documents as in effect from time to time, (vii) all rights to amend the Organizational Documents of such Pledged Entity, (viii) in the case of any Pledged Collateral consisting of Equity Interests in a partnership or limited liability company, the New Pledgor’s status as a “partner,” general or limited, or “member” (as applicable) under the applicable Organizational Documents and/or applicable state law and (ix) all certificates evidencing any of the foregoing described Pledged Collateral (all of the foregoing, the “ Related Rights ”).

Notwithstanding the foregoing, in each case under the foregoing clauses (a) through (c), the rights relating to the applicable Equity Interests included in the Pledged Collateral shall not include (A) Excluded Assets or (B) for the avoidance of doubt, more than 65% of the issued and outstanding common voting Equity Interests directly owned by the New Pledgor in any Subsidiary that is either (1) a CFC Holdco or (2) a Foreign Subsidiary.

[Additional Pledgor Supplement]

2. The pledge and security interest described herein shall continue in effect to secure all Obligations under the Note Purchase Agreement from time to time incurred or arising unless and until such Obligations have been paid and satisfied in full and all commitments of the Purchasers to purchase Notes under the Note Purchase Agreement have been terminated.

3 The New Pledgor hereby covenants and agrees that it shall cause each Pledged Entity that (x) is not a corporation and (y) has not issued certificates to evidence the Equity Interests issued by such Pledged Entity and pledged pursuant to this Supplement (each such Pledged Entity an “ Applicable Pledged Entity ”) to register the security interest granted hereunder on its books and records and to deliver to Secured Party a Pledge Acknowledgment, substantially in the form of Exhibit A attached hereto, wherein such Applicable Pledged Entity shall acknowledge that it has been instructed to and shall comply, in accordance with the Collateral Pledge Agreement, with any instructions originated by the Secured Party with respect to the interests of New Pledgor in such entity without further consent of the New Pledgor.

4. Each reference to a “Pledgor” in the Collateral Pledge Agreement shall be deemed to include the New Pledgor. The Collateral Pledge Agreement is hereby incorporated by reference.

5. The New Pledgor represents and warrants to the Secured Party that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity.

6. This Supplement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Supplement shall become effective when the Secured Party shall have received a counterpart of this Supplement that bears the signature of the New Pledgor and the Secured Party has executed a counterpart hereof. Delivery of an executed signature page to this Supplement by facsimile transmission or other electronic communication shall be as effective as delivery of a manually signed counterpart of this Supplement.

7. The New Pledgor hereby represents and warrants that (a) set forth on Schedule I attached hereto is a true and correct schedule of the information required by the Collateral Pledge Agreement applicable to it and (b) set forth under its signature hereto is the true and correct legal name of the New Pledgor, its jurisdiction of formation and the location of its chief executive office.

8. This Supplement shall be governed by, and construed in accordance with, the law of the State of New York.

9. If any provision of this Supplement is held to be illegal, invalid or unenforceable. the legality, validity and enforceability of the remaining provisions of this Supplement shall not be affected or impaired thereby. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

[Additional Pledgor Supplement]

10. All communications and notices hereunder shall be in writing and given as provided in Section 16.9 of the Note Purchase Agreement.

11. The New Pledgor agrees to reimburse expenses incurred by the Secured Party in connection with the execution and delivery of this Supplement, in accordance with Section 16.12 of the Note Purchase Agreement.

[Additional Pledgor Supplement]

IN WITNESS WHEREOF , the undersigned has caused this Supplement to be duly executed and delivered by its officer thereunto duly authorized as of , 20 .


[NAME OF NEW PLEDGOR]

By:
[Title:				]



Address:

SCHEDULE I

Pledged Collateral

The following Collateral is hereby pledged by the New Pledgor to Secured Party pursuant to the Collateral Pledge Agreement to which this Schedule is attached:

Name

Percentage
Ownership

Registered and
Beneficial Owner
of Securities of
Subsidiary

Percentage of
Equity Interest to
be pledged

Certificate Number
for Certificated
Entities

Exhibit A

Pledge Acknowledgment

[NEW PLEDGOR]

Address

U.S. BANK, NATIONAL ASSOCIATION

[214 N Tryon Street, 26 ^th Floor

Charlotte, NC 28202]

Attn: [ ]

On the [ ] day of August, 2014, the undersigned, [ Pledged Entity ] (“ Company ”), registered on its books and records the pledge of all of the equity interests issued by Company now or hereafter owned by [ NEW PLEDGOR (“ Pledgor ”)] (collectively, the “ Pledged Interests ”) in favor of U.S. BANK NATIONAL ASSOCIATION, a national banking association, in its capacity as agent for certain Purchasers (in such capacity, together with its successors and assigns in such capacity, the “ Secured Party ”). As of the date hereof, the Pledged Interests represent [ percent ( %)] of the equity interests of any and all kinds and types issued by Company. To Company’s knowledge, except as set forth on Schedule 1 attached hereto, (including, without limitation, any information which may appear on Company’s books and records) there are no other pledges, security interests, liens, restrictions or adverse claims to which the Pledged Interests are, or may be, subject as of the date hereof. Company hereby agrees Company will hereafter comply with instructions originated by Secured Party in accordance with the Collateral Pledge Agreement, dated August 8, 2014, by the Pledgors party thereto in favor of U.S. Bank National Association, as Notes Agent, with respect to the Pledged Interests without further consent of Pledgor.


By:		[ ]

		By:
		Name:
		Title:

EXHIBIT 1.2(a)

FORM OF COMPLIANCE CERTIFICATE

FORM OF COMPLIANCE CERTIFICATE ¹

[Date]

Reference is made to the Note Purchase Agreement, dated as of August 8, 2014 (as amended, restated, supplemented or otherwise modified in writing from time to time, the “ Note Purchase Agreement ”), among KGH Intermediate Holdco II, LLC, a Delaware limited liability company, (the “ Issuer ”), KGH Intermediate Holdco I, LLC, a Delaware limited liability company (“ Holdings ”), the Subsidiary Guarantors from time to time party thereto, the Purchasers from time to time party thereto and U.S. Bank National Association, as Agent for the Purchasers. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Note Purchase Agreement. Pursuant to Section 1.2 of the Note Purchase Agreement, the undersigned, solely in his/her capacity as the [Chief Financial Officer][Controller] of the Issuer, certifies, based on an examination sufficient to permit the undersigned to make an informed statement, as follows:

1. [Attached hereto as Exhibit A are financial statements of the Issuer and its Subsidiaries on a consolidated basis including, but not limited to, statements of income and members’ equity and cash flow for the fiscal year ending [ ] and the balance sheet as at the end of such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all prepared in accordance with GAAP applied on a basis consistent with prior practices, and in reasonable detail, audited and accompanied by a report and opinion of KPMG LLP or any other independent registered public accounting firm of nationally recognized standing, which report and opinion (i) shall be prepared in accordance with generally accepted auditing standards and (ii) shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit.] ²

2. [Attached hereto as Exhibit A is an unaudited balance sheet and unaudited statements of members equity and cash flow of the Issuer, in each case on a consolidated basis and an unaudited statement of income of the Issuer and its Subsidiaries on a consolidated and consolidating basis reflecting results of operations from the beginning of the fiscal year to the end of the fiscal quarter ending [ ] and for such quarter, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year and prepared on a basis consistent with prior practices and complete and correct in all material respects, subject to normal and recurring year-end adjustments that individually and in the aggregate are not material to the Issuer’s business.] ³

The schedules attached to this Exhibit 1.2 shall be updated as necessary to reflect any amendment, restatement, supplement or other modification to the Note Purchase Agreement. Notwithstanding the foregoing, in the event of any discrepancy between any schedule attached to this Exhibit 1.2 and the corresponding terms of the Note Purchase Agreement, the corresponding terms of the Note Purchase Agreement shall replace such schedule mutatis mutandis .

²	To be included if accompanying annual financial statements delivered pursuant to Section 9.6 of the Note Purchase Agreement only.

³	To be included if accompanying quarterly financial statements delivered pursuant to Section 9.7 of the Note Purchase Agreement only.

3. [Attached hereto as Exhibit A is an unaudited balance sheet and unaudited statements of members equity and cash flow of the Issuer and its Subsidiaries, in each case on a consolidated basis and an unaudited statement of income of the Issuer and its Subsidiaries on a consolidated and consolidating basis reflecting results of operations from the beginning of the fiscal year to the end of the month ending [ 1 and for such month, prepared on a basis consistent with prior practices and complete and correct in all material respects, subject to normal and recurring year-end adjustments that individually and in the aggregate are not material to the Issuer’s business.] ⁴

4. [Attached hereto as Exhibit B are the quarter by quarter projected operating budget and cash flow of Issuer and its Subsidiaries on a consolidated basis for the fiscal year ending [ 1 (including an income statement for each quarter and a balance sheet as at the end of the last month in each fiscal quarter), which projections have been prepared on a reasonable and good faith basis, pursuant to sound financial planning practices consistent with past budgets and financial statements (it being understood that projections by their nature are subject to uncertainties and contingencies, many of which are beyond the control of the Issuer, the Note Parties and the Restricted Subsidiaries, that no assurances can be given that such projections will be realized, and that actual results may differ in a material manner from such projections).] ⁵

5. [To my knowledge, except as otherwise disclosed to the Notes Agent pursuant to the Note Purchase Agreement, no Default or Event of Default has occurred and is continuing.] [If unable to provide the foregoing certification, attach an Annex A specifying the details of the Default or Event of Default, including its nature, when it occurred, whether it is continuing and any steps being taken with respect thereto.]

6. Attached hereto as Schedule I is a calculation of the Leverage Ratio as of the last day of the most recent Pro Forma Testing Period.

7. [Attached hereto as Schedule 2 are reasonably detailed calculations setting forth Excess Cash Flow for the most recently ended fiscal year, which calculations are true and accurate on and as of the date of this Certificate.] ⁶

8. [Attached hereto is the information required to be delivered pursuant to Section 9.9 of the Note Purchase Agreement.]

9. Without limiting the foregoing, the undersigned certifies that the Note Parties are in compliance with the requirements or restrictions imposed by Sections [2.5(c)] ⁷ , [6.51 ⁸ , 6.10, 7.4, 7.5, 7.7, and 7.8, except as may be set forth below[, and attached hereto as Schedule A are the applicable covenant calculations with respect to Section 6.5 which show such compliance (or non-compliance).] ⁹ Nothing herein limits or modifies any of the terms or provisions of the Note Purchase Agreement.

⁴	To be included if accompanying monthly financial statements delivered pursuant to Section 9.8 of the Note Purchase Agreement only.

⁵	To be included only in annual compliance certificate.

⁶	To be included if accompanying the Compliance Certificate delivered pursuant to Section 9.6 of the Note Purchase Agreement for the fiscal year ended December 31, 2015.

⁷	To be included if accompanying the Compliance Certificate delivered pursuant to Section 9.6 of the Note Purchase Agreement for the fiscal year ended December 31, 2015.

⁸	To be included if a Covenant Trigger Event shall have occurred and is continuing.

⁹	To be included if a Covenant Trigger Event shall have occurred and is continuing.

Compliance status is indicated by circling Yes/No under “Complies” column.


Other Covenants	Complies

[Section 2.5(c) — Mandatory Prepayment	Yes	No] ¹¹

Section 6.10 — Additional Guarantors	Yes	No

Section 7.4 — Investments	Yes	No

Section 7.5 — Loans	Yes	No

Section 7.7 — Distributions	Yes	No

Section 7.8 — Indebtedness	Yes	No

[REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK]

¹⁰	To be included if a Covenant Trigger Event shall have occurred and is continuing.

¹¹	To be included if accompanying the Compliance Certificate delivered pursuant to Section 9.6 of the Note Purchase Agreement for the fiscal year ended December 31, 2015

IN WITNESS WHEREOF, the undersigned, solely in his/her capacity as a the [Chief Financial Officer][Controller] of the Issuer, has executed this certificate for and on behalf of the Issuer, and has caused this certificate to be delivered as of the date first set forth above.


KGH INTERMEDIATE HOLDCO II, LLC

By:
Name:
Title:

SCHEDULE I

TO COMPLIANCE CERTIFICATE

(A)

Leverage Ratio: Total Net Debt to EBITDA for the preceding period of four fiscal quarters, all calculated for the Issuer on a Consolidated Basis. Solely for purposes of calculating the Leverage Ratio, EBITDA shall be calculated on a pro forma basis so as to give effect to any Permitted Acquisition which shall have been consummated in accordance with the definition thereof during such period of four fiscal quarters as if such consummation had occurred on the first day of such period.

(1)

Total Net Debt as of [ ]:

(a)

Total Net Debt

As of any date of determination, the aggregate principal amount of Indebtedness of the Issuer and its Restricted Subsidiaries outstanding on such date, in an amount that would be reflected on a balance sheet prepared as of such date on a consolidated basis in accordance with GAAP (including, for the avoidance of doubt, any Earnouts):

(b)

minus the aggregate amount of cash and Cash Equivalents (other than Restricted Cash) not to exceed $20,000,000, in each case, included on the consolidated balance sheet of the Issuer and the Restricted Subsidiaries as of such date, contained in deposit or securities accounts subject to control agreements in favor of the Agent and free and clear of all Liens (other than nonconsensual Liens, Liens in favor of the Agent for the benefit of the Note Parties and Liens in favor of the agent for the benefit of the lenders under the Revolving Facility, all to the extent permitted by Section 7.2 of the Note Purchase Agreement)

provided , that Indebtedness in respect of Swap Contracts (if any) shall only be included for purposes of clause (a) above to the extent (and only in the amount of any excess by which) the aggregate Swap Termination Value in respect of such Swap Contracts exceeds $5,000,000

Total Net Debt

(2)

EBITDA:

(a)

Earning Before Interest and Taxes:

(i)

net income (or loss) of the Issuer on a Consolidated Basis for such period,


(ii)	plus , without duplication and to the extent reflected in arriving at such net income (or loss) and not added back to Earnings Before Interest and Taxes, the sum of:

	(A)	All interest expense, minus all interest income earned, in each case of or by the Issuer on a Consolidated Basis for such period	$

	(B)	All charges against income of the Issuer on a Consolidated Basis for such period for federal, state and local taxes	$

	(C)	all extraordinary, unusual or non-recurring losses or charges (including severance, relocation, restructuring, litigation settlements or losses and fees and expenses incurred in connection with the commencement of operations or a new business of the Issuer or any of its Restricted Subsidiaries), provided , that the aggregate amount of losses or charges added back pursuant to this item (C) for any fiscal year, together with the aggregate amount of pro forma adjustments in the form of cost savings, operating expense reductions or synergies increasing EBITDA for purposes of any pro forma calculation under this Agreement for such fiscal year, shall not exceed (w) $15,000,000 for the fiscal year ending December 31, 2014, (x) $12,000,000 for the fiscal year ending December 31, 2015, (y) $12,000,000 for the fiscal year ending December 31, 2016 and (z) $10,000,000 for each fiscal year ending after December 31, 2016	$

	(D)	all losses realized upon the disposition of assets outside of the Ordinary Course of Business

	(E)	all losses attributable to the early extinguishment of Indebtedness or acquisition accounting (the effect of any non-cash items resulting from any amortization, write-down or write-off of assets (including intangible assets, goodwill and deferred financing costs), including in connection with any Permitted Acquisition)	$

	(F)	all non-cash compensation charges, including any such charges arising from stock options, restricted stock grants or other equity incentive programs	$

(iii)		minus , the sum of:

	(A)	all extraordinary, unusual or non-recurring gains	$



		(B)	all gains realized upon the disposition of assets outside of the Ordinary Course of Business	$

		(C)	all income attributable to the early extinguishment of Indebtedness or acquisition accounting (the effect of any non-cash items resulting from any amortization, write-up of assets (including intangible assets, goodwill and deferred financing costs), including in connection with the transactions contemplated by this Agreement or any Permitted Acquisition)	$

(b)	plus without duplication and to the extent reflected in arriving at net income (or loss) and not added back to Earnings Before Interest and Taxes, the sum of:

	(i)	depreciation expenses for such period		$

	(ii)	amortization expenses for such period, including, without limitation, non-cash amortization expenses of deferred financing costs		$

	(iii)	fees and expenses incurred in connection with (1) the Transactions, (2) the financing of any Capital Expenditures or the incurrence of Permitted Indebtedness, and (3) Permitted Acquisitions		$

	(iv)	unrealized losses under any interest or currency Swap Contract		$

	(v)	fees and expenses paid in cash to COAC to the extent permitted under Section 7.10(b)		$

(c)	minus

	(i)	unrealized gains under any interest or currency Swap Contract		$

EBITDA				$

Total Net Debt to EBITDA				:

SCHEDULE 2

TO COMPLIANCE CERTIFICATE

(B) Excess Cash Flow Calculation


(a)	EBITDA of the Issuer on a Consolidated Basis for such period (the amount set forth at the end of Schedule 1 to this Compliance Certificate)		$

(b)	minus , the sum, without duplication of:

	(i)	Unfunded Capital Expenditures during such fiscal period	$

	(ii)	taxes (and distributions made in connection therewith) actually paid (or distributed) in cash during such fiscal period	$

	(iii)	interest expense to the extent actually paid in cash and added back to net income pursuant to clause (b)(i) of the defined term “Earnings Before Interest and Taxes” during such fiscal period	$

	(iv)	the excess, if any, of Net Working Capital at the end of such period over Net Working Capital at the beginning of such period (or, if the difference results in an amount less than zero, minus the excess, if any, of Net Working Capital at the beginning of such period over Net Working Capital at the end of such period)	$

	(v)	the aggregate amount of all principal payments and repayments of Indebtedness to the extent financed with Internally Generated Cash (other than (A) payments and repayments made in respect of any revolving credit facility (including the Revolving Credit Facility) unless there is a corresponding reduction in commitments thereunder, (B) optional prepayments made pursuant to Section 2.4 or (C) mandatory prepayments made pursuant to Section 2.5(c)) made during such period,	$

	(vi)	out-of-pocket expenses paid in cash during such period in connection with Permitted Acquisitions and the incurrence of Permitted Indebtedness	$

	(vii)	payments made in cash during such period to the extent added back to net income pursuant to clause (b)(iii) of the defined term “Earnings Before Interest and Taxes”	$

	(viii)	cash payments made during such period in respect of interest rate or currency Swap Contracts	$



	(ix)	dividends and distributions made in cash during such period pursuant to clauses (ii), (v)(i), (v)(ii) and (to the extent not already deducted pursuant to clause (i) below) (v)(iii) of Section 7.7	$

	(x)	payments made in cash during such period in connection with any Qualified Earnout	$

	(xi)	fees and expenses paid in cash during such period to COAC to the extent permitted under Section 7.10(b) hereof Excess Cash Flow	$

Excess Cash Flow			$

EXHIBIT 5.5(b)

FINANCIAL PROJECTIONS

Keane Group - Financial Projections (Exhibit 5.5(b))

Consolidated Financials


($ in thousands)

Income Statement

			2H 2014			FY 2014			FY 2015			FY 2016
Total Revenue			$	216,352.4		$	376,756.8		$	580,748.1		$	618,338.0

Gross Profit			$	38,093.7		$	74,191.5		$	135,556.9		$	151,973.0

Corporate G&A			$	9,371.6		$	18,586.7		$	23,229.9		$	23,694.5
Other Income/(Expense)				(279.2	)		77.9			—			—
Other, FX				—			(24.0	)		—			—

Adjusted EBITDA			$	28,443.0		$	55,658.8		$	112,327.0		$	128,278.5

Non-recurring adjustments			$	(2,333.7	)	$	(8,356.9	)	$	—		$	—

Reported EBITDA			$	26,109.3		$	47,301.9		$	112,327.0		$	128,278.5

Depreciation & Amortization			$	13,477.89					$	32,112.61		$	33,118.74
Amortization of Financing Fees				887.5						1,775.0			1,775.0
Interest Expense				6,931.1						13,230.5			13,158.4

EBT			$	4,812.8					$	65,208.9		$	80,226.3

Taxes	52.0	%		2,502.6						33,908.6			41,717.7

Net Income			$	2,310.1					$	31,300.3		$	38,508.6

Cash Flow

			2H 2014						FY 2015			FY 2016
Reported EBITDA			$	26,109.3					$	112,327.0		$	128,278.5
Less: Increase Working Capital				(207.0	)					7,121.0			(101.6	)
Less: Capital Expenditures				60,380.1						23,380.8			5,750.0
Less: Earn-Out				5,000.0						2,500.0			—
Less: Taxes				2,502.6						33,908.6			41,717.7
Less: Secured Notes Interest				6,835.2						12,931.3			13,045.9
Less: Revolver Interest				95.9						299.2			112.5

Levered Free Cash Flow - Before Debt Repayment			$	(48,497.6	)				$	32,186.1		$	67,753.9

Less: Secured Notes Mandatory Amortization				1,875.0						3,750.0			3,750.0
Less: Revolver Draw / (Paydown)				14,996.9						(14,996.9	)		—
Less: Mandatory Excess Cash Flow Sweep (Secured Notes)				—						—			—
Less: Voluntary Prepayment of Debt (Secured Notes)				—						—			—

Net Change in Cash			$	(35,375.7	)				$	13,439.2		$	64,003.9

Beginning Cash Balance			$	40,375.7					$	5,000.0		$	18,439.2
Net Change in Cash				(35,375.7	)					13,439.2			64,003.9

Ending Cash Balance			$	5,000.0					$	18,439.2		$	82,443.1

Page 1 of 2

EXHIBIT 6.10

FORM OF ADDITIONAL GUARANTOR SUPPLEMENT

ADDITIONAL GUARANTOR SUPPLEMENT

This ADDITIONAL GUARANTOR SUPPLEMENT (this “ Supplement ”), dated , 20 . is delivered pursuant to Section 6.10 of the Note Purchase Agreement (as defined below). The undersigned (the “ New Guarantor ”) hereby agrees that this Supplement may be attached to the Note Purchase Agreement, dated as of August 8, 2014, among KGH Intermediate Holdco I, LLC, a Delaware limited liability company (“ Holdings ”), KGH Intermediate Holdco II, LLC, a Delaware limited liability company (the “ Issuer ”), the Subsidiary Guarantors from time to time party thereto, the Purchasers from time to time party thereto and U.S. Bank National Association as agent for the Purchasers (“ Agent ”) (as it may be from time to time amended, restated, supplemented or otherwise modified, the “Note Purchase Agreement”; capitalized terms used herein not otherwise defined herein shall have the meanings ascribed therein).

1. The New Guarantor, by executing and delivering this Supplement, hereby becomes a Guarantor in accordance with Section 6.10 of the Note Purchase Agreement with the same force and effect as if originally named therein as a Guarantor and (a) agrees to be bound by all of the terms of the Note Purchase Agreement, including Article IV and Article XV thereof and (b) hereby represents and warrants that all of the representations and warranties made by it as a Guarantor thereunder are true and correct on and as of the date hereof. In furtherance of the foregoing, the New Guarantor, as security for the payment and performance in full of the Obligations, does hereby assign, pledge and grant to Agent for its benefit and for the ratable benefit of each Purchaser, a continuing security interest in and to and Lien on all of the New Guarantor’s Collateral, whether now owned or hereafter acquired or arising and wheresoever located. Each reference to a “Guarantor” in the Note Purchase Agreement shall be deemed to include the New Guarantor. The Note Purchase Agreement is hereby incorporated by reference.

2. The New Guarantor represents and warrants to Agent and the Purchasers that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity.

3. This Supplement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Supplement shall become effective when the Agent shall have received a counterpart of this Supplement that bears the signature of the New Guarantor and the Agent has executed a counterpart hereof. Delivery of an executed signature page to this Supplement by facsimile transmission or other electronic communication shall be as effective as delivery of a manually signed counterpart of this Supplement.

4. The New Guarantor hereby represents and warrants that (a) set forth on Schedule I attached hereto is a true and correct schedule of the information required by the Note Purchase Agreement applicable to it and (b) set forth under its signature hereto is the true and correct legal name of the New Guarantor, its jurisdiction of formation and the location of its chief executive office.

5. This Supplement shall be governed by, and construed in accordance with, the law of the State of New York.

6. If any provision of this Supplement is held to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Supplement shall not be affected or impaired thereby. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

7. All communications and notices hereunder shall be in writing and given as provided in Section 16.9 of the Note Purchase Agreement.

8. The New Guarantor agrees to reimburse expenses incurred by the Secured Party in connection with the execution and delivery of this Supplement, in accordance with Section 16.12 of the Note Purchase Agreement.

[Additional Guarantor Supplement]

IN WITNESS WHEREOF , the undersigned has caused this Supplement to be duly executed and delivered by its officer thereunto duly authorized as of , 20


[NAME OF GUARANTOR]

By:

[Title:				]


Address:

EXHIBIT 8.1(g)

FORM OF SOLVENCY CERTIFICATE

SOLVENCY CERTIFICATE

KGH INTERMEDIATE HOLDCO II, LLC

Pursuant to the Note Purchase Agreement, dated as of August 8, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the –“ Note Purchase Agreement ”), among KGH Intermediate Holdco II, LLC a Delaware limited liability company (the “ Company ” in its capacity as “Issuer”), KGH Intermediate Holdco I, LLC, a Delaware limited liability company (“ Holdings ”), the Subsidiary Guarantors from time to time party thereto (collectively with the Issuer and Holdings, the “ Note Parties ” and each, a “ Note Party ”), the Purchasers from time to time party thereto and U.S. Bank National Association, as agent for the Purchasers (the “ Agent ”), the undersigned, solely in such undersigned’s capacity as [Chief Financial Officer] of the Issuer, and not in the undersigned’s individual or personal capacity and without personal liability, hereby certifies, to his knowledge, as follows:

As of the date hereof, after giving effect to the consummation of the Transactions, including the issuance of the Notes under the Note Purchase Agreement on the date hereof and after giving effect to the application of the proceeds of such Notes, with respect to each of the Issuer and each of its Restricted Subsidiaries:

the fair value of the assets of the Issuer and its Restricted Subsidiaries, on a consolidated basis, exceeds and will exceed, on a consolidated basis, their debts and liabilities, subordinated. contingent or otherwise;

the present fair saleable value of the property of the Issuer and its Restricted Subsidiaries, on a consolidated basis, is and will be greater than the amount that will be required to pay the probable liability, on a consolidated basis, of their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured;

the Issuer and its Restricted Subsidiaries, on a consolidated basis, are and will be able to pay their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; and

the Issuer and its Restricted Subsidiaries, on a consolidated basis, are not engaged in, and are not about to engage in, business for which they have unreasonably small capital.

For purposes of this Solvency Certificate, the amount of any contingent liability at any time shall be computed as the amount that would reasonably be expected to become an actual and matured liability. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Note Purchase Agreement. For the purposes of making the certifications set forth in this Solvency Certificate, it is assumed that the Indebtedness and other obligations incurred under and in connection with the Notes, the Revolving Credit Facility and other Indebtedness incurred on the date hereof will come due at their respective maturities.

The undersigned is familiar with the business and financial position of the Issuer and its Restricted Subsidiaries. In reaching the conclusions set forth in this Solvency Certificate, the undersigned has made such other investigations and inquiries as the undersigned has deemed appropriate, having taken into account the nature of the particular business anticipated to be conducted by the Issuer and its Restricted Subsidiaries.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned has executed this Solvency Certificate in such undersigned’s capacity as [Chief Financial Officer] of the Issuer, on behalf of the Issuer, and not individually, as of the date first stated above.


KGH INTERMEDIATE HOLDCO II, LLC

By:
Name:
Title:		Chief Financial Officer

[Solvency Certificate]

EXHIBIT 16.3

FORM OF ASSIGNMENT AND ASSUMPTION

This ASSIGNMENT AND ASSUMPTION (this “ Assignment ”), dated as of the Effective Date (as defined below), is entered into between (the “ Assignor ”) and (the “ Assignee ”).

The parties hereto hereby agree as follows:


Issuer:		KGH Intermediate Holdco II, LLC (the “ Issuer ”)

Note Purchase Agreement:		The Note Purchase Agreement, dated as of August 8, 2014 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “ Note Purchase Agreement ”), among the Issuer, the Guarantors from time to time party thereto, the Purchasers from time to time party thereto and U.S. Bank National Association, as agent for the Purchasers (the “ Agent ”). Capitalized terms used herein without definition are used as defined in the Note Purchase Agreement.

Effective Date:		, ¹

¹	To be filled out by the Issuer upon entry in the Register.

Note or Commitment Assigned ²

Aggregate principal
amount of applicable
Notes or
Commitments for all
Purchasers

Aggregate principal
amount of Notes or
Commitments
Assigned ³

Percentage Assigned ⁴

[THE REMAINDER OF THIS PAGE WAS INTENTIONALLY LEFT BLANK]

²	Indicate whether the Note or Commitment that is being assigned under this Assignment is a Term Note, Delayed Draw Commitment, Delayed Draw Note or Incremental Note.

³	The aggregate amounts are inserted for informational purposes only to help in calculating the percentages assigned which, themselves, are for informational purposes only.

⁴

Set forth, to at least 9 decimals, the Assigned Interest as a percentage of the aggregate Term Notes, Delayed Draw Commitments, Delayed Draw Notes or Incremental Notes, as applicable. This percentage is set forth for informational purposes only and is not intended to be binding. The assignments are based on the amounts assigned not on the percentages listed in this column.


				ASSIGNMENT AND ASSUMPTION FOR NOTE PURCHASE AGREEMENT

		2

Section 1 . Assignment . Assignor hereby sells and assigns to Assignee, and Assignee hereby purchases and assumes from Assignor, Assignor’s rights and obligations in its capacity as Purchaser under the Note Purchase Agreement (including Obligations owing to or by Assignor thereunder) and the other Note Documents, in each case to the extent related to the amounts identified above (the “ Assigned Interest ”).

Section 2 . Representations, Warranties and Covenants of Assignors . Assignor (a) represents and warrants to Assignee and the Issuer that (i) it has full power and authority and has taken all actions necessary for it to execute and deliver this Assignment and to consummate the transactions contemplated hereby, (ii) it is the legal and beneficial owner of its Assigned Interest and that such Assigned Interest is free and clear of any Lien and other adverse claims and (iii) by executing, signing and delivering this Assignment to the Issuer, the Person signing, executing and delivering this Assignment on behalf of the Assignor is an authorized signer for the Assignor and is authorized to execute, sign and deliver this Assignment, (b) makes no other representation or warranty and assumes no responsibility, including with respect to the aggregate amount of the Notes or Commitments, as applicable, the percentage of the Notes or the Commitments, as applicable, represented by the amounts assigned, any statements, representations and warranties made in or in connection with any Note Document or any other document or information furnished pursuant thereto, the execution, legality, validity, enforceability or genuineness of any Note Document or any document or information provided in connection therewith, (c) assumes no responsibility (and makes no representation or warranty) with respect to the financial condition of any Note Party or the performance or nonperformance by any Note Party of any obligation under any Note Document or any document provided in connection therewith and (d) attaches any Notes held by it evidencing any part of the Assigned Interest of such Assignor (or, if applicable, an affidavit of loss or similar affidavit therefor) and requests that the Issuer exchange such Notes for new Notes in accordance with Section 16.5 of the Note Purchase Agreement.

Section 3 . Representations, Warranties and Covenants of Assignees . Assignee (a) represents and warrants to Assignor and the Issuer that (i) it has full power and authority, and has taken all actions necessary for Assignee, to execute and deliver this Assignment and to consummate the transactions contemplated hereby, (ii) it is an existing Purchaser or Affiliate of a Purchaser, or any other Person (in which case the assignee meets the requirements of Section 16.3(c) of the Note Purchase Agreement), it being acknowledged by the parties hereto that the Issuer is entitled to rely on the representations and warranties set forth in this clause (ii) without any diligence in respect to the accuracy of such representations and warranties and any breach of such representations and warranties by the Assignee shall not give rise to any liability on the part of the Issuer, (iii) it has experience and expertise in the purchasing of Notes or of Commitments such as the Notes or Commitments related to the Assigned Interest, (iv) it will purchase the Notes, for its own account in the ordinary course of its business and without a view to distribution of such Notes within the meaning of the Securities Act or the Exchange Act or other federal securities laws, and (v) by executing, signing and delivering this Assignment, the Person signing, executing and delivering this Assignment on behalf of the Assignee is an authorized signer for the Assignee and is authorized to execute, sign and deliver this Assignment on behalf of the Assignee, (b) shall perform in accordance with their terms all obligations that, by the terms of the Note Documents, are required to be performed by it as a Purchaser. (c)


				ASSIGNMENT AND ASSUMPTION FOR NOTE PURCHASE AGREEMENT

		3

confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and shall continue to make its own credit decisions in taking or not taking any action under any Note Document independently and without reliance upon the Issuer, any Purchaser or any other Indemnitee and based on such documents and information as it shall deem appropriate at the time. (d) acknowledges and agrees that, as a Purchaser, it may receive material non-public information and confidential information concerning the Note Parties and their Affiliates and their Equity Interests and agrees to use such information in accordance with Section 16.18 of the Note Purchase Agreement, (e) specifies as its applicable addresses for notices the addresses set forth beneath its name on the signature pages hereof, and (f) to the extent required pursuant to Section 3.10(a) of the Note Purchase Agreement, attaches two completed originals of Forms W-8ECI, W-8BEN, W-8IMY or W-9 (in each case, together with all appropriate forms, certificates and attachments).

Section 4 . Determination of Effective Date: Register . Following the due execution and delivery of this Assignment by Assignor, Assignee and, to the extent required by Section 16.3 of the Note Purchase Agreement, the Issuer, and the acknowledgment by Agent of such Assignment, this Assignment (including its attachments) will be delivered to the Issuer for its acceptance and recording in the Register. The effective date of this Assignment (the “Effective Date”) shall be the later of (i) the acceptance of this Assignment by Agent and (ii) the recording of this Assignment in the Register. The Issuer shall insert the Effective Date when known in the space provided therefor at the beginning of this Assignment.

Section 5 . Effect . As of the Effective Date, (a) Assignee shall be a party to the Note Purchase Agreement and, to the extent provided in this Assignment, have the rights and obligations of a Purchaser under the Note Purchase Agreement and (b) Assignor shall, to the extent provided in this Assignment, relinquish its rights (except those surviving the payment in full of the Notes and the Obligations) and be released from its obligations under the Note Documents other than those obligations relating to events and circumstances occurring prior to the Effective Date.

Section 6 . Distribution of Payments . On and after the Effective Date, the Issuer shall make all payments under the Note Documents in respect of the Assigned Interest (a) in the case of amounts accrued to but excluding the Effective Date, to Assignor and (b) otherwise, to Assignee.

Section 7. Miscellaneous . (a) The parties hereto, to the extent permitted by law, waive all right to trial by jury in any action, suit, or proceeding arising out of in connection with or relating to, this Assignment and any other transaction contemplated hereby. This waiver applies to any action, suit or proceeding whether sounding in tort, contract or otherwise.

(b) On and after the Effective Date, this Assignment shall be binding upon, and inure to the benefit of, the Assignor, Assignee, the Purchasers and their Related Persons and their successors and assigns.

(c) This Assignment and the rights and obligations of the parties hereunder shall be governed by, and shall be construed and enforced in accordance with, the laws of the State of New York without regard to conflict of laws principles thereof that would result in the application of any other law.


				ASSIGNMENT AND ASSUMPTION FOR NOTE PURCHASE AGREEMENT

		4

(d) This Assignment may be executed in any number of counterparts and by different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

(e) Signature pages may be detached from multiple separate counterparts and attached to a single counterpart. Delivery of an executed signature page of this Assignment by facsimile transmission or electronic transmission shall be as effective as delivery of a manually executed counterpart of this Assignment.


				ASSIGNMENT AND ASSUMPTION FOR NOTE PURCHASE AGREEMENT

		5

IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be executed by their respective officers thereunto duly authorized, as of the date first above written.


[NAME OF ASSIGNOR]
		as Assignor

By:
		Name:
		Title:

[NAME OF ASSIGNEE]
		as Assignee

By:
		Name:
		Title:

Address for notices :

[Insert Address (including contact name, fax number and e-mail address)]

[SIGNATURE PAGE FOR ASSIGNMENT AND ASSUMPTION FOR NOTE PURCHASE AGREEMENT]


ACCEPTED and AGREED
this day of :

[ISSUER] ¹

By:
		Name:
		Title:

ACKNOWLEDGED and AGREED this day of
this day of :

U.S. BANK NATIONAL ASSOCIATION, as Agent

By:
		Name:
		Title:

¹	Include only if required pursuant to Section 16.3 of the Note Purchase Agreement.

[SIGNATURE PAGE FOR ASSIGNMENT AND ASSUMPTION FOR NOTE PURCHASE AGREEMENT]

EXHIBIT 16.3(d)(A)

FORM OF AFFILIATED PURCHASER ASSIGNMENT AND ASSUMPTION

This Assignment and Assumption (this “ Assignment and Assumption ”) is dated as of the Effective Date set forth below and is entered into by and between [the][each] ¹ Assignor identified in item 1 below ([the][each, an] “ Assignor ”) and [the][each] ² Assignee identified in item 2 below ([the][each, an] “ Assignee ”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees] ³ hereunder are several and not joint.] ⁴ Capitalized terms used but not defined herein shall have the meanings given to them in the Note Purchase Agreement identified below (the “ Note Purchase Agreement ”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Note Purchase Agreement, as of the Effective Date inserted by Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Purchaser][their respective capacities as Purchasers] under the Note Purchase Agreement and the other Note Documents to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Purchaser)][the respective Assignors (in their respective capacities as Purchasers)] against any Person, whether known or unknown, arising under or in connection with the Note Purchase Agreement, the other Note Documents or the transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “ Assigned Interest ”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the][any] Assignor.

¹	For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose the second bracketed language.

²	For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose the second bracketed language.

³	Select as appropriate.

⁴	Include bracketed language if there are either multiple Assignors or multiple Assignees.

AFFILIATED PURCHASER

ASSIGNMENT AND ASSUMPTION


1.	Assignor[s] :




2.	Assignee[s] :



3.	Affiliate Status :

4.	Issuer :	KGH Intermediate Holdco U, LLC

5.	Agent :	U.S. Bank National Association, including any successor thereto, as the agent under the Note Purchase Agreement

6.	Note Purchase Agreement :	The Note Purchase Agreement, dated as of August 8, 2014, among KGH Intermediate Holdco II, LLC, as the Issuer, KGH Intermediate Holdco I, LLC, as Holdings, the other Note Parties from time to time party thereto, the Purchasers from time to time party thereto and U.S. Bank National Association, as Agent.

AFFILIATED PURCHASER

ASSIGNMENT AND ASSUMPTION


7.		Assigned Interest :

Assignor[s] ⁵ Assignee[s] ⁶

Aggregate Amount
of Amount of
Commitment/Notes
for all Lenders ⁷

Amount of
Commitment/Notes
Assigned ⁸

Percentage
Assigned of
Commitment/
Notes ⁹

CUSIP
Number ¹⁰


[8.		Trade Date :		]

Effective Date: , 20 [TO BE INSERTED BY THE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

⁵	List each Assignor, as appropriate.

⁶	List each Assignee, as appropriate.

⁷	Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date.

⁸

After giving effect to Assignee’s purchase and assumption of the Assigned Interest, the aggregate principal amount of Notes held at any one time by Affiliated Purchasers shall not exceed 25% of the original principal amount of all Notes at such time outstanding (such percentage, the “ Affiliated Purchaser Cap ”). To the extent any assignment to an Affiliated Purchaser would result in the aggregate principal amount of all Notes held by Affiliated Purchasers exceeding the Affiliated Purchaser Cap, the assignment of such excess amount will be void ab initio .

⁹	Set forth, to a least 9 decimals, as a percentage of the Commitment/Notes of all Purchasers thereunder.

¹⁰	To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date.

AFFILIATED PURCHASER

ASSIGNMENT AND ASSUMPTION

The terms set forth in this Assignment and Assumption are hereby agreed to:


ASSIGNOR

[NAME OF ASSIGNOR]

By:
		Name:
		Title:

ASSIGNEE

[NAME OF ASSIGNEE]

By:
		Name:
		Title:


Accepted for Recordation in the Register

KGH INTERMEDIATE HOLDCO II, LLC

By: KGH Intermediate Holdco I, LLC, its managing member,

By: Keane Group Holdings, LLC, its managing member

By:
		Name:
		Title:

AFFILIATED PURCHASER

ASSIGNMENT AND ASSUMPTION

ANNEX 1

TO AFFILIATED PURCHASER ASSIGNMENT AND ASSUMPTION

STANDARD TERMS AND CONDITIONS FOR

AFFILIATED PURCHASER ASSIGNMENT AND ASSUMPTION

1. Representations and Warranties.

1.1. Assignor . [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and (iv) it is [not] a Defaulting Purchaser; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Note Purchase Agreement or any other Note Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Note Documents or any collateral thereunder, (iii) the financial condition of the Issuer, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Note Document or (iv) the performance or observance by the Issuer, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Note Document.

1.2. Assignee . [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Purchaser under the Note Purchase Agreement, (ii) it meets all the requirements to be an assignee under Section 16.3 of the Note Purchase Agreement (subject to such consents, if any, as may be required under Section 16.3 of the Note Purchase Agreement), (iii) from and after the Effective Date referred to in this Assignment and Assumption, it shall be bound by the provisions of the Note Purchase Agreement as a Purchaser thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Purchaser thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by [the][such] Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire [the][such] Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Note Purchase Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Sections 9.6 and 9.7 thereof, as applicable, and such other documents and information as it deems appropriate to make its own investment analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Agent or any other Purchaser and based on such documents and information as it has deemed appropriate, made its own investment analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest and (vii) attached hereto is any documentation required to be delivered by it pursuant to the terms of the Note Purchase Agreement, including but not limited to any documentation required pursuant to Section 3.10 of the Note Purchase Agreement, duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance upon the Agent, [the][any] Assignor or any other Purchaser, and based on such documents and information as it shall deem appropriate at the time, continue to make its own investment decisions in taking or not taking action under the Note Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Note Documents are required to be performed by it as a Purchaser.

2. Payments . From and after the Effective Date, the Agent shall make all payments in respect of [the][each] Assigned Interest (including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignor for amounts which have accrued to but excluding the Effective Date and to [the][the relevant] Assignee for amounts which have accrued from and after the Effective Date.

3. General Provisions . This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York.

ANNEX 1 FORM OF AFFILIATED PURCHASER

ASSIGNMENT AND ASSUMPTION

ANNEX 1

TO AFFILIATED PURCHASER ASSIGNMENT AND ASSUMPTION

FORM OF AFFILIATED PURCHASER NOTICE

U.S. Bank National Association

214 N. Tryon Street, 26th Floor

Charlotte, NC 28202

Attention: CDO Trust Services / James Hanley

Re:

Note Purchase Agreement, dated as of August 8, 2014 (the “ Note Purchase Agreement ”), among KGH Intermediate Holdco II, LLC, a Delaware limited liability company, (the “ Issuer ”), KGH Intermediate Holdco I, LLC, a Delaware limited liability company (“ Holdings ”), the subsidiary guarantors from time to time party thereto, the purchasers from time to time party thereto (collectively, the “ Purchasers ” and each, individually, a “ Purchaser ”) and U.S. Bank National Association, as agent for the Purchasers (the “ Agent ”)

Dear Sirs:

The undersigned (the “ Proposed Affiliate Assignee ”) hereby gives you notice, pursuant to Section 16.3(d)(vi) of the Note Purchase Agreement, that

(a) it has entered into an agreement to purchase via assignment a portion of the Notes under the Note Purchase Agreement,

(b) the assignor in the proposed assignment is [ ],

(d) the principal amount of Notes to be purchased by such Proposed Affiliate Assignee in the assignment contemplated hereby is $[ ],

(e) the aggregate amount of all Notes held by such Proposed Affiliate Assignee and each other Affiliated Purchaser after giving effect to the assignment hereunder (if accepted) is $[ ],

(f) it, in its capacity as a Purchaser under the Note Purchase Agreement, hereby waives any right to bring any action against the Agent with respect to the Notes that are the subject of the proposed assignment hereunder, and

(g) the proposed effective date of the assignment contemplated hereby is [ , 20 ].


Very truly yours,

[EXACT LEGAL NAME OF PROPOSED AFFILIATE ASSIGNEE]

By:
		Name:
		Title:
		Phone Number:
		Fax:
		Email:

Date:

ANNEX 1 FORM OF AFFILIATED PURCHASER

ASSIGNMENT AND ASSUMPTION

EXHIBIT 4.3

FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT

This FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT, dated as of December 23, 2014 (the “ Amendment ”), is entered into by and among KGH Intermediate Holdco II, LLC, a Delaware limited liability company (the “ Issuer ”), KGH Intermediate Holdco I, LLC, a Delaware limited liability company (“ Holdings ”), each of the other Note Parties party hereto, the undersigned Required Purchasers and U.S. Bank National Association, as agent for the Purchasers (the “ Agent ”). All capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Note Purchase Agreement (as defined below).

BACKGROUND

A. Reference is made to that certain Note Purchase Agreement dated as of August 8, 2014 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “ Note Purchase Agreement ”), by and among KGH Intermediate Holdco I, LLC, a Delaware limited liability company (“ Holdings ”), the Issuer, the Subsidiary Guarantors from time to time party thereto, the Purchasers from time to time party thereto and the Agent.

B. The Issuer has advised the Agent and the Purchasers that one or more of the direct or indirect members of KGH intend to fund into KGH, either in the form of debt or equity, an aggregate amount of cash equal to $20,000,000.

C. The Issuer has requested that the Purchasers consent to KGH’s holding of the proceeds of such funding and the incurrence of any obligations related thereto to the extent made as a loan to KGH, and from time to time using such proceeds to issue Qualified Subordinated Indebtedness to the Note Parties and to continue to hold any such Qualified Subordinated Indebtedness as an asset of KGH, and receive payments thereon.

D. The Required Purchasers have consented to Issuer’s request as described above, on the terms and conditions, including certain amendments and modifications to the terms of the Note Purchase Agreement, as more fully set forth herein.

NOW THEREFORE, with the foregoing background hereinafter deemed incorporated by reference herein and made part hereof, the parties hereto, intending to be legally bound, promise and agree as follows:

1. Amendments to Note Purchase Agreement . Effective upon and as of the satisfaction of the conditions set forth in Section 3 hereof,

(a) Transactions with Affiliates . Section 7.10 of the Note Purchase Agreement is hereby amended by renumbering subclause (f) of such Section 7.10 as subclause (g), and inserting and adding a new subclause (f) immediately after the end of subclause (e) to read as follows:

“(f) Qualified Subordinated Indebtedness advanced by and owing to KGH to any one or more Note Parties from time to time, and payment in respect thereof from any one or more Note Parties to KGH in accordance with the terms of the Subordinated Loan Documentation for such Qualified Subordinated Indebtedness

(to the extent such Subordinated Loan Documentation complies with the requirements of clause (c) of the definition of “Permitted Indebtedness”), all as and to the extent permitted by Section 7.8,”

(b) Permitted Activities . Section 7.20(b) of the Note Purchase Agreement is hereby amended by renumbering subclause (A)(viii) as subclause (A)(ix), and inserting and adding a new subclause (A)(viii) immediately after the end of subclause (A)(vii) to read as follows:

“, (viii) (x) the holding of cash or cash equivalents in an aggregate amount not to exceed $20,000,000, plus any accrued interest thereon, funded by one or more of its direct or indirect members as equity and/or Indebtedness; provided , that, to the extent funded as Indebtedness, notwithstanding anything contained in Section 7.7, none of the Note Parties may make any cash distribution to KGH to fund the payment of any principal, interest, fees or other amounts owing in respect of such Indebtedness, and (y) from time to time, the making of any loans to the extent constituting Qualified Subordinated Indebtedness to any Note Party, with such cash or cash equivalents, and the continued holding of such loans as assets of KGH and the receipt from any Note Party of cash payments in respect of any such Qualified Subordinated Indebtedness in accordance with the terms of the Subordinated Loan Documentation for such Qualified Subordinated Indebtedness (to the extent such Subordinated Loan Documentation complies with the requirements of clause (c) of the definition of “Permitted Indebtedness”)”

2. Representations and Warranties . Each of the Note Parties hereby:

(a) reaffirms all representations and warranties made to Agent and Purchasers under the Note Purchase Agreement and each of the other Note Documents, and confirms that such representations and warranties are true and correct in all material respects (except to the extent any such representation or warranty is already qualified as to materiality, Material Adverse Effect or similar language, in which case each such representation or warranty (after giving effect to any qualification therein) is true and correct in all respects) on and as of the date hereof (other than any representation or warranty that expressly relates to an earlier date, in which case each such representation or warranty is true and correct in all material respects as of such earlier date);

(b) reaffirms all of the covenants contained in the Note Purchase Agreement and covenants to abide thereby until all Obligations and other liabilities of Note Parties to Agent and Purchasers, of whatever nature and whenever incurred, are satisfied and/or released by Agent and Purchasers;

(c) represents and warrants that, as of the date hereof, no Default or Event of Default has occurred and is continuing under the Note Purchase Agreement or any of the other Note Documents;

(d) represents and warrants that, as of the date hereof, no event or development has occurred since the Closing Date which has had or is reasonably likely to have a Material Adverse Effect; and

(e) represents and warrants that (i) such Note Party has full power, authority and legal right to enter into this Amendment and all other agreements, instruments or other documents related hereto and to perform all of its respective Obligations under the Note Documents as amended hereby and thereby, (ii) this Amendment and all other agreements, instruments or other documents required hereby, if any, have been duly executed and delivered by each Note Party, and this Amendment and the Note Documents as amended hereby and by any such agreements, instruments or documents required hereby constitute the legal, valid and binding obligation of such Note Party enforceable in accordance with their terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generally, (iii) the execution, delivery and performance of this Amendment and all other agreements, instruments or other documents required hereby, if any, (a) are within such Note Party’s powers under its Organization Documents, have been duly authorized by all necessary corporate, limited partnership, company or other organizational action, as applicable, are not in contravention of law or the terms of such Note Party’s Organization Documents or to the conduct of such Note Party’s business or of any material agreement or undertaking to which such Note Party is a party or by which such Note Party is bound, (b) will not conflict in any material respect with or violate any law or regulation, or any judgment, order or decree of any Governmental Body, (c) will not require the Consent of any Governmental Body, any party to a Material Contract or any other Person, except those Consents set forth on Schedule 5.1 to the Note Purchase Agreement, all of which will have been duly obtained, made or compiled prior to the effective date hereof and which are in full force and effect or the failure of which to obtain would not reasonably be expected to result in a Material Adverse Effect, and (d) will not conflict with, nor result in any breach in any of the provisions of or constitute a default under or result in the creation of any Lien except Permitted Encumbrances upon any asset of such Note Party and its Restricted Subsidiaries under the provisions of any agreement, instrument, Organization Document or other instrument to which such Note Party and its Restricted Subsidiaries are party or by which they or their property is a party or by which they may be bound.

3. Conditions Precedent/Effectiveness Conditions . This Amendment shall become effective upon the satisfaction of the following conditions precedent:

(a) Agent shall have received this Amendment, dated on or about the date hereof, duly authorized, executed and delivered by the Issuer, Holdings, each of the other Note Parties and the Required Purchasers;

(b) Issuer shall have paid or reimbursed the Agent and the Purchasers for their respective reasonable attorneys’ fees and expenses in connection with the preparation, negotiation and execution of this Amendment and the documents provided for herein or related hereto;

(c) All representations, warranties and schedules set forth in or annexed to the Note Purchase Agreement or this Amendment (other than any representation, warranty or schedule that was made as of an earlier date or is only required to be true and correct as of an earlier date, in which case each such representation, warranty or schedule shall be true and correct in all material respects as of such earlier date) shall be true and correct in all material respects on and as of the effective date hereof (except to the extent any such representation, warranty or schedule is already qualified as to materiality, Material Adverse Effect or similar language, in which case each such representation, warranty or schedule (after giving effect to any qualification therein) shall be true and correct in all respects), and no Default or Event of Default shall have occurred and be continuing on the effective date hereof.

4. Reaffirmation of Note Purchase Agreement and Note Documents . Except as modified by the terms hereof, all of the terms and conditions of the Note Purchase Agreement, as amended by this Amendment, and each of the other Note Documents are hereby reaffirmed and shall continue in full force and effect as therein written.

5. Confirmation of Indebtedness and Release . Each Note Party, by its signature below, hereby acknowledges, confirms and agrees that all of the Obligations (whether representing outstanding principal, accrued and unpaid interest, accrued and unpaid fees or any other Obligations of any kind or nature) currently owing by the Issuer under the Note Purchase Agreement and the other Note Documents, as reflected in the books and records of Agent and Purchasers as of the date hereof, are unconditionally owing from and payable by the Issuer, and that the Issuer is indebted to Agent and Purchasers with respect thereto, all without any set-off, deduction, counterclaim or defense. Each Note Party, by its signature below, hereby acknowledges and agrees that it has no actual or potential claim or cause of action against Agent or any Purchaser relating to this Amendment (or any document, agreement or instrument relating hereto), the Note Purchase Agreement or any other Note Document and/or the Obligations arising thereunder or related thereto, in any such case arising on or before the date hereof. As further consideration for the consents and amendments set forth herein, each Note Party, by its signature below, hereby waives and releases and forever discharge Agent and Purchasers, and the officers, directors, attorneys, agents and employees of each, from any liability, damage, claim, loss or expense of any kind originating in whole or in part known to any of the Note Parties on or before the date of this Amendment that any Note Party may now have against Agent or Purchasers or any of them arising out of or relating to the Obligations, this Amendment, the Note Purchase Agreement or the other Note Documents.

6. Required Purchaser Direction . By its execution and delivery of its signature page hereto, each of the undersigned Purchasers is authorizing and directing the Agent to execute this Amendment.

7. Miscellaneous .

(a) No rights are intended to be created hereunder for the benefit of any third party, creditor, or incidental beneficiary.

(b) The headings of any paragraph of this Amendment are for convenience only and shall not be used to interpret any provision hereof.

(c) No modification hereof or any agreement referred to herein shall be binding or enforceable unless in writing and signed on behalf of the party against whom enforcement is sought.

(d) The terms and conditions of this Amendment shall be governed by and construed in accordance with the laws of the State of New York.

(e) This Amendment may be executed in any number of counterparts and by facsimile, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery by facsimile or electronic transmission shall bind the parties hereto.

(f) This Amendment shall constitute a Note Document and the failure to comply with any covenant herein shall be an Event of Default under the Note Purchase Agreement.

[SIGNATURES APPEAR ON THE FOLLOWING PAGE]

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed and delivered by their duly authorized officers as of the date first above written.


KGH INTERMEDIATE HOLDCO II, LLC

By:	KGH Intermediate Holdco I, LLC, its Managing Member

By:	Keane Group Holdings, LLC, its Managing Member

By:	/s/ GREGORY POWELL
	Name:	Gregory Powell
	Title:	Vice President and Chief Financial Officer


KGH INTERMEDIATE HOLDCO I, LLC

By:	Keane Group Holdings, LLC, its Managing Member

By:	/s/ GREGORY POWELL
	Name:	Gregory Powell
	Title:	Vice President and Chief Financial Officer

First Amendment to Note Purchase Agreement


KEANE FRAC, LP

By:	Keane Frac GP, LLC, its General Partner

By:	KGH Intermediate Holdco II, LLC, its Managing Member

By:	KGH Intermediate Holdco I, LLC, its Managing Member

By:	Keane Group Holdings, LLC, its Managing Member

By:	/s/ GREGORY POWELL
	Name:	Gregory Powell
	Title:	Vice President and Chief Financial Officer


KEANE FRAC GP, LP

By:	KGH Intermediate Holdco II, LLC, its Managing Member

By:	KGH Intermediate Holdco I, LLC, its Managing Member

By:	Keane Group Holdings, LLC, its Managing Member

By:	/s/ GREGORY POWELL
	Name:	Gregory Powell
	Title:	Vice President and Chief Financial Officer

First Amendment to Note Purchase Agreement


KS DRILLING, LLC

By:	KGH Intermediate Holdco II, LLC, its Managing Member

By:	KGH Intermediate Holdco I, LLC, its Managing Member

By:	Keane Group Holdings, LLC, its Managing Member

By:	/s/ GREGORY POWELL
	Name:	Gregory Powell
	Title:	Vice President and Chief Financial Officer


KEANE FRAC ND, LLC

By:	Keane Frac, LP, its Managing Member

By:	Keane Frac GP, LLC, its General Partner

By:	KGH Intermediate Holdco II, LLC, its Managing Member

By:	KGH Intermediate Holdco I, LLC, its Managing Member

By:	Keane Group Holdings, LLC, its Managing Member

By:	/s/ GREGORY POWELL
	Name:	Gregory Powell
	Title:	Vice President and Chief Financial Officer

First Amendment to Note Purchase Agreement


KEANE FRAC TX, LLC

By:	Keane Frac, LP, its Managing Member

By:	Keane Frac GP, LLC, its General Partner

By:	KGH Intermediate Holdco II, LLC, its Managing Member

By:	KGH Intermediate Holdco I, LLC, its Managing Member

By:	Keane Group Holdings, LLC, its Managing Member

By:	/s/ GREGORY POWELL
	Name:	Gregory Powell
	Title:	Vice President and Chief Financial Officer

First Amendment to Note Purchase Agreement


PACIFIC INVESTMENT MANAGEMENT COMPANY LLC, as agent for each Purchaser identified on Schedule A to the Note Purchase Agreement.

By:	/s/ T. CHRISTIAN STRACKE
	Name:	T. Christian Stracke
	Title:	Managing Director

First Amendment to Note Purchase Agreement


GUGGENHEIM STRATEGIC OPPORTUNITIES FUND By: Guggenheim Partners Investment Management, LLC as Sub-Advisor

By:	/s/ WILLIAM HAGNER
	Name:	William Hagner
	Title:	Attorney-In-Fact


VERGER CAPITAL FUND LLC By: Guggenheim Partners Investment Management, LLC as Sub-Advisor

By:	/s/ WILLIAM HAGNER
	Name:	William Hagner
	Title:	Attorney-In-Fact


GUGGENHEIM CREDIT ALLOCATION FUND By: Guggenheim Partners Investment Management, LLC, as Sub-Adviser

By:	/s/ WILLIAM HAGNER
	Name:	William Hagner
	Title:	Attorney-In-Fact


NZC GUGGENHEIM MASTER FUND LIMITED By: Guggenheim Partners Investment Management, LLC as Investment Manager

By:	/s/ WILLIAM HAGNER
	Name:	William Hagner
	Title:	Attorney-In-Fact

First Amendment to Note Purchase Agreement


GUGGENHEIM FUNDS TRUST – GUGGENHEIM HIGH YIELD FUND By: Security Investors, LLC as Investment Adviser

By:	/s/ AMY J. LEE
	Name:	Amy J. Lee
	Title:	Secretary


PRINCIPAL FUND, INC. – GLOBAL DIVERSIFIED INCOME FUND By: Guggenheim Partners Investment Management, LLC as Sub-Adviser

By:	/s/ WILLIAM HAGNER
	Name:	William Hagner
	Title:	Attorney-In-Fact


WESTERN REGIONAL INSURANCE COMPANY, INC. By: Guggenheim Partners Investment Management, LLC as Investment Manager

By:	/s/ WILLIAM HAGNER
	Name:	William Hagner
	Title:	Attorney-In-Fact


GUGGENHEIM VARIABLE FUNDS TRUST – SERIES P (HIGH YIELD SERIES) By: Security Investors, LLC, as Investment Advisor

By:	/s/ AMY J. LEE
	Name:	Amy J. Lee
	Title:	Secretary

First Amendment to Note Purchase Agreement


U.S. BANK NATIONAL ASSOCIATION, as Agent

By:	/s/ JAMES A. HANLEY
	Name:	James A. Hanley
	Title:	Vice President

First Amendment to Note Purchase Agreement

EXHIBIT 4.4

EXECUTION

SECOND AMENDMENT TO NOTE PURCHASE AGREEMENT

This SECOND AMENDMENT TO NOTE PURCHASE AGREEMENT, dated as of April 7, 2015 (the “ Amendment ”), is entered into by and among KGH Intermediate Holdco II, LLC, a Delaware limited liability company (the “ Issuer ”), KGH Intermediate Holdco I, LLC, a Delaware limited liability company (“ Holdings ”), each of the other Note Parties party hereto, the undersigned Required Purchasers and U.S. Bank National Association, as agent for the Purchasers (the “ Agent ”). All capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Note Purchase Agreement (as defined below).

BACKGROUND

A. Reference is made to that certain Note Purchase Agreement dated as of August 8, 2014 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “ Note Purchase Agreement ”), by and among Holdings, the Issuer, the Subsidiary Guarantors from time to time party thereto, the Purchasers from time to time party thereto and the Agent.

B. The Issuer has requested that the Purchasers agree to certain amendments and modifications to the Note Purchase Agreement, on the terms and conditions set forth herein.

C. The Required Purchasers have consented to Issuer’s request as described above.

NOW THEREFORE, with the foregoing background hereinafter deemed incorporated by reference herein and made part hereof, the parties hereto, intending to be legally bound, promise and agree as follows:

1. Waiver and Consent . Effective upon the effectiveness of this Amendment as provided for in Section 4 hereof, notwithstanding anything to the contrary provided for in the Note Purchase Agreement (including Sections 4.14, 7.14(b) and 7.14(c) of the Note Purchase Agreement) and the other Note Documents, the Agent and the Purchasers hereby:

(a) consent to the execution, delivery and performance of the Second Amendment to Amended and Restated Revolving Credit and Security Agreement and Amendment to Amended and Restated Guaranty and Suretyship Agreement, dated as of the date hereof (the “ Revolving Credit Amendment ”), by and among the Issuer, Holdings, the guarantors party thereto and PNC Bank, National Association, as a lender and as agent, including, without limitation, (x) the increase in the revolving credit commitments thereunder by $20,000,000 and (y) the granting of a first priority perfected security interest in the ABL Equipment, subject to a second priority perfected security interest in favor of the Agent, and

(b) waive any noncompliance with the terms of Section 4.14 in respect of ABL Equipment constituting Vehicles acquired by the Note Parties related to the filing of certificates of title/ownership (or other required documentation) to indicate Agent’s first priority security interest in such Vehicles to the extent the Note Parties comply with Section 5 hereof.

2. Amendments to Note Purchase Agreement . Effective upon and as of the satisfaction of the conditions set forth in Section 3 hereof,

(a) Definitions . Section 1.2 of the Note Purchase Agreement is hereby amended by adding the following new definitions thereto, each in its appropriate alphabetic place:

“ ABL Equipment ” shall mean, collectively, all of that Equipment listed on Schedule 1.2(b) to this Agreement (which such Schedule 1.2(b) shall indicate, as to each such item of Equipment, whether such item of Equipment is “titled collateral” governed by a certificate of title statute in any applicable jurisdiction), together with all ABL Equipment Spare Parts and all accessions (as defined in the Uniform Commercial Code) thereto; provided that, to the extent the Schedule 1.2(b) added to the Note Purchase Agreement pursuant to the Second Amendment on the Second Amendment Effective Date indicates that the VIN# for any particular item of ABL Equipment is “TBD” or “To Be Determined”, promptly following the determination of all such VIN#’s for all such items, the Note Parties shall deliver written notice to Agent and to the Revolving Agent (as defined in the Intercreditor Agreement) providing an updated copy of such Schedule 1.2(b) with such VIN#’s (and any other “TBD” information) completed, which shall constitute an update and amendment to such Schedule 1.2(b) for all purposes hereunder and under the Intercreditor Agreement.

“ ABL Equipment Spare Parts ” means (x) any and all spare parts actually used and installed in/incorporated into any ABL Equipment in connection with the repair or maintenance of such ABL Equipment, and (y) any and all spare parts purchased by any Note Party for the specific purpose of being used and installed in/incorporated into any ABL Equipment in connection with the repair and maintenance of such ABL Equipment.

“ Second Amendment ” shall mean that certain Second Amendment to Note Purchase Agreement, dated as of April 7, 2015, by and among the Issuer, Holdings, each of the other Note Parties party thereto, the Required Purchasers and the Agent.

“ Second Amendment Effective Date ” shall mean the effective date of the Second Amendment.

(b) Mandatory Prepayments . Section 2.5(b) of the Note Purchase Agreement is amended by deleting the phrase “other than Inventory or Receivables” and substituting in lieu thereof the following: “other than Inventory, Receivables or ABL Equipment”.

“ Within the time specified in Section 6.14 and, with respect to any Vehicles constituting Collateral acquired by such Note Party subsequent to the date hereof,

within 30 days after the date of acquisition thereof (or longer if agreed to by the Required Purchasers), all applications for certificates of title/ownership indicating Agent’s first priority security interest in the Vehicle (or, in the case of Vehicles constituting ABL Equipment, second priority security interest) covered by such certificate, and any other necessary documentation, shall be filed in each office in each jurisdiction which Agent or the Required Purchasers shall deem advisable to perfect Agent’s security interests in the Vehicles.

(d) Permitted Activities . Subclause (A)(viii) of Section 7.20(b) of the Note Purchase Agreement is hereby amended and restated in its entirety to read as follows:

“, (viii) (x) the issuance of that certain Subordinated Promissory Note, dated December 23, 2014 (the “ KGH Subordinated Note ”), by and among KGH, the lenders from time to time party thereto (the “ KGH Subordinated Lenders ”) and KG Fracing Acquisition Corp., as agent for the KGH Subordinated Lenders, in an original principal amount equal to $20,000,000, plus any accrued interest thereon, and (y) the holding of that certain Subordinated Promissory Note, dated April 7, 2015 (the “ Intercompany Subordinated Note ” and, together with the KGH Subordinated Note, the “ Keane Subordinated Notes ”), issued by KGH Intermediate Holdco II, LLC to KGH for cash, in an original principal amount equal to $20,000,000, plus any accrued interest thereon; provided , that, notwithstanding anything contained in Section 7.7, none of the Note Parties may make any cash distribution to KGH to fund the payment of any principal, interest, fees or other amounts owing in respect of the Indebtedness evidenced by either of the Keane Subordinated Notes”

(e) Cross Default . Section 10.11 of the Note Purchase Agreement is hereby amended by inserting at the end of such section and before the “;” the following language:

“(but, for the avoidance of doubt, without giving effect to any waiver or amendment of such Subject Indebtedness after the Second Amendment Effective Date, except for any waiver or amendment consented to by the Required Purchasers)”

(f) Confidentiality; Sharing Information . Clause (D) of the first proviso to the first sentence of Section 16.18 of the Note Purchase Agreement is hereby amended by replacing the word “or” as it appears after the word “employee” with “,”, and by inserting after the word “attorney” the following language:

“, investor or other funding source”

(g) ABL Equipment . A new Schedule 1.2(b) in the form of Annex A attached to this Amendment is hereby added to the Note Purchase Agreement.

3. Representations and Warranties . Each of the Note Parties hereby:

(c) represents and warrants that, as of the date hereof, no Default or Event of Default has occurred and is continuing under the Note Purchase Agreement or any of the other Note Documents;

(d) represents and warrants that, as of the date hereof, no event or development has occurred since the Closing Date which has had or is reasonably likely to have a Material Adverse Effect; and

effect or the failure of which to obtain would not reasonably be expected to result in a Material Adverse Effect, and (d) will not conflict with, nor result in any breach in any of the provisions of or constitute a default under or result in the creation of any Lien except Permitted Encumbrances upon any asset of such Note Party and its Restricted Subsidiaries under the provisions of any agreement, instrument, Organization Document or other instrument to which such Note Party and its Restricted Subsidiaries are party or by which they or their property is a party or by which they may be bound.

4. Conditions Precedent/Effectiveness Conditions . This Amendment shall become effective upon the satisfaction of the following conditions precedent:

(a) Agent shall have received this Amendment, duly authorized, executed and delivered by the Issuer, Holdings, each of the other Note Parties and the Required Purchasers;

(b) Agent shall have received a final executed copy of (i) an amendment to the Intercreditor Agreement consistent with the provisions of this Amendment (the “ First Intercreditor Amendment ”) and (ii) the Revolving Credit Amendment, in each case in form and substance satisfactory to Agent and the Purchasers;

(c) Agent shall have received a final executed copy of the Intercompany Subordinated Note in form and substance satisfactory to Agent and the Purchasers;

(d) Issuer shall have (x) paid or reimbursed the Agent and the Purchasers for their respective reasonable attorneys’ fees and expenses in connection with the preparation, negotiation and execution of this Amendment and the documents provided for herein or related hereto and (y) paid the Agent, for the ratable benefit of the Purchasers, an amendment fee equal to 0.25% of the outstanding principal amount of the Notes; and

(e) All representations, warranties and schedules set forth in or annexed to the Note Purchase Agreement or this Amendment (other than any representation, warranty or schedule that was made as of an earlier date or is only required to be true and correct as of an earlier date, in which case each such representation, warranty or schedule shall be true and correct in all material respects as of such earlier date) shall be true and correct in all material respects on and as of the effective date hereof (except to the extent any such representation, warranty or schedule is already qualified as to materiality, Material Adverse Effect or similar language, in which case each such representation, warranty or schedule (after giving effect to any qualification therein) shall be true and correct in all respects), and no Default or Event of Default shall have occurred and be continuing on the effective date hereof.

5. Post-Closing Obligation . Subject to the Intercreditor Agreement, as amended by the First Intercreditor Amendment, each of the Note Parties shall complete each of the applicable actions described on Schedule 6.14 to the Note Purchase Agreement with respect to the ABL Equipment as soon as commercially reasonable and in any event within ninety (90) days of the effective date of this Agreement (or such longer period as may be agreed to by the Agent).

6. Reaffirmation of Note Purchase Agreement and Note Documents . Except as modified by the terms hereof, all of the terms and conditions of the Note Purchase Agreement, as amended by this Amendment, and each of the other Note Documents are hereby reaffirmed and shall continue in full force and effect as therein written.

7. Confirmation of Indebtedness and Release . Each Note Party, by its signature below, hereby acknowledges, confirms and agrees that all of the Obligations (whether representing outstanding principal, accrued and unpaid interest, accrued and unpaid fees or any other Obligations of any kind or nature) currently owing by the Issuer under the Note Purchase Agreement and the other Note Documents, as reflected in the books and records of Agent and Purchasers as of the date hereof, are unconditionally owing from and payable by the Issuer, and that the Issuer is indebted to Agent and Purchasers with respect thereto, all without any set-off, deduction, counterclaim or defense. Each Note Party, by its signature below, hereby acknowledges and agrees that it has no actual or potential claim or cause of action against Agent or any Purchaser relating to this Amendment (or any document, agreement or instrument relating hereto), the Note Purchase Agreement or any other Note Document and/or the Obligations arising thereunder or related thereto, in any such case arising on or before the date hereof. As further consideration for the consents and amendments set forth herein, each Note Party, by its signature below, hereby waives and releases and forever discharge Agent and Purchasers, and the officers, directors, attorneys, agents and employees of each, from any liability, damage, claim, loss or expense of any kind originating in whole or in part known to any of the Note Parties on or before the date of this Amendment that any Note Party may now have against Agent or Purchasers or any of them arising out of or relating to the Obligations, this Amendment, the Note Purchase Agreement or the other Note Documents.

8. Required Purchaser Direction . By its execution and delivery of its signature page hereto, each of the undersigned Purchasers is authorizing and directing the Agent to execute (i) this Amendment and (ii) the First Intercreditor Amendment.

9. Miscellaneous .

(a) No rights are intended to be created hereunder for the benefit of any third party, creditor, or incidental beneficiary.

(b) The headings of any paragraph of this Amendment are for convenience only and shall not be used to interpret any provision hereof.

(c) No modification hereof or any agreement referred to herein shall be binding or enforceable unless in writing and signed on behalf of the party against whom enforcement is sought.

(d) The terms and conditions of this Amendment shall be governed by and construed in accordance with the laws of the State of New York.

(f) This Amendment shall constitute a Note Document and the failure to comply with any covenant herein shall be an Event of Default under the Note Purchase Agreement.

[SIGNATURES APPEAR ON THE FOLLOWING PAGE]

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed and delivered by their duly authorized officers as of the date first above written.


KGH INTERMEDIATE HOLDCO II, LLC

By:	KGH Intermediate Holdco I, LLC, its Managing Member

By:	Keane Group Holdings, LLC, its Managing Member

By:	/s/ GREGORY POWELL
	Name:	Gregory Powell
	Title:	Vice President and Chief Financial Officer


KGH INTERMEDIATE HOLDCO I, LLC

By:	Keane Group Holdings, LLC, its Managing Member

By:	/s/ GREGORY POWELL
	Name:	Gregory Powell
	Title:	Vice President and Chief Financial Officer


KEANE FRAC, LP

By:	Keane Frac GP, LLC, its General Partner

By:	KGH Intermediate Holdco II, LLC, its Managing Member

By:	KGH Intermediate Holdco I, LLC, its Managing Member

By:	Keane Group Holdings, LLC, its Managing Member

By:	/s/ GREGORY POWELL
	Name:	Gregory Powell
	Title:	Vice President and Chief Financial Officer


KEANE FRAC GP, LP

By:	KGH Intermediate Holdco II, LLC, its Managing Member

By:	KGH Intermediate Holdco I, LLC, its Managing Member

By:	Keane Group Holdings, LLC, its Managing Member

By:	/s/ GREGORY POWELL
	Name:	Gregory Powell
	Title:	Vice President and Chief Financial Officer


KS DRILLING, LLC

By:	KGH Intermediate Holdco II, LLC, its Managing Member

By:	KGH Intermediate Holdco I, LLC, its Managing Member

By:	Keane Group Holdings, LLC, its Managing Member

By:	/s/ GREGORY POWELL
	Name:	Gregory Powell
	Title:	Vice President and Chief Financial Officer


KEANE FRAC ND, LLC

By:	Keane Frac, LP, its Managing Member

By:	Keane Frac GP, LLC, its General Partner

By:	KGH Intermediate Holdco II, LLC, its Managing Member

By:	KGH Intermediate Holdco I, LLC, its Managing Member

By:	Keane Group Holdings, LLC, its Managing Member

By:	/s/ GREGORY POWELL
	Name:	Gregory Powell
	Title:	Vice President and Chief Financial Officer


KEANE FRAC TX, LLC

By:	Keane Frac, LP, its Managing Member

By:	Keane Frac GP, LLC, its General Partner

By:	KGH Intermediate Holdco II, LLC, its Managing Member

By:	KGH Intermediate Holdco I, LLC, its Managing Member

By:	Keane Group Holdings, LLC, its Managing Member

By:	/s/ GREGORY POWELL
	Name:	Gregory Powell
	Title:	Vice President and Chief Financial Officer


PACIFIC INVESTMENT MANAGEMENT COMPANY LLC, as agent for each Purchaser identified on Schedule A to the Note Purchase Agreement.

By:	/s/ T. CHRISTIAN STRACKE
	Name:	T. Christian Stracke
	Title:	Managing Director


GUGGENHEIM STRATEGIC OPPORTUNITIES FUND By: Guggenheim Partners Investment Management, LLC, as Sub-Advisor

By:	/s/ WILLIAM HAGNER
	Name:	William Hagner
	Title:	Attorney-In-Fact


VERGER CAPITAL FUND LLC By: Guggenheim Partners Investment Management, LLC, as Advisor

By:	/s/ WILLIAM HAGNER
	Name:	William Hagner
	Title:	Attorney-In-Fact


GUGGENHEIM CREDIT ALLOCATION FUND By: Guggenheim Partners Investment Management, LLC, as Sub-Adviser

By:	/s/ WILLIAM HAGNER
	Name:	William Hagner
	Title:	Attorney-In-Fact


NZC GUGGENHEIM MASTER FUND LIMITED By: Guggenheim Partners Investment Management, LLC as Investment Manager

By:	/s/ WILLIAM HAGNER
	Name:	William Hagner
	Title:	Attorney-In-Fact


GUGGENHEIM FUNDS TRUST – GUGGENHEIM HIGH YIELD FUND By: Security Investors, LLC as Investment Adviser

By:	/s/ AMY J. LEE
	Name:	Amy J. Lee
	Title:	Senior Vice President and Secretary


PRINCIPAL FUNDS, INC. – GLOBAL DIVERSIFIED INCOME FUND By: Guggenheim Partners Investment Management, LLC as Sub-Adviser

By:	/s/ WILLIAM HAGNER
	Name:	William Hagner
	Title:	Attorney-In-Fact


MAVERICK ENTERPRISES, INC. By: Guggenheim Partners Investment Management, LLC as Investment Manager

By:	/s/ WILLIAM HAGNER
	Name:	William Hagner
	Title:	Attorney-In-Fact


GUGGENHEIM VARIABLE FUNDS TRUST – SERIES P (HIGH YIELD SERIES) By: Security Investors, LLC, as Investment Advisor

By:	/s/ AMY J. LEE
	Name:	Amy J. Lee
	Title:	Senior Vice President and Secretary


U.S. BANK NATIONAL ASSOCIATION, as Agent

By:	/s/ JAMES A. HANLEY
	Name:	James A. Hanley
	Title:	Vice President

EXHIBIT 4.5

EXECUTION

THIRD AMENDMENT TO NOTE PURCHASE AGREEMENT

This THIRD AMENDMENT TO NOTE PURCHASE AGREEMENT, dated as of January 25, 2016 (the “ Amendment ”), is entered into by and among KGH Intermediate Holdco II, LLC, a Delaware limited liability company (the “ Issuer ”), KGH Intermediate Holdco I, LLC, a Delaware limited liability company (“ Holdings ”), each of the other Note Parties party hereto, the undersigned Required Purchasers, and U.S. Bank National Association, as agent for the Purchasers (the “ Agent ”). All capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Note Purchase Agreement (as defined below).

BACKGROUND

A. Reference is made to that certain Note Purchase Agreement dated as of August 8, 2014 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “ Existing Note Purchase Agreement ”, and as amended by the Amendment, the “ Note Purchase Agreement ”), by and among Holdings, the Issuer, the Subsidiary Guarantors from time to time party thereto, the Purchasers from time to time party thereto and the Agent.

B. The Issuer has advised the Agent and the Purchasers that Keane Frac, LP intends to enter into an Asset Purchase Agreement, to be dated on or about the date hereof (as amended and in effect from time to time, the “ Trican Acquisition Agreement ”) by and among Keane Group Holdings, LLC, Keane Frac, LP, as buyer, Trican Well Service Ltd., a Canadian limited company (“ Trican Parent ”), and Trican Well Service, L.P., a Delaware limited partnership, and any other Subsidiary of Trican Parent that has any right, title and interest in the Purchased Assets (as defined in the Trican Acquisition Agreement). In connection with the consummation of the transactions contemplated by the Trican Acquisition Agreement (such transactions, the “ Trican Acquisition ”), (a) certain lenders (the “ First Lien Term Loan Lenders ”) intend to enter into an agreement to make a $100,000,000 term loan to the Issuer and its subsidiaries (the “ First Lien Term Loan Agreement ”), the obligations of which will be secured by a first priority lien on and security interest in, among other assets, the Notes Collateral, and the First Lien Term Loan Agreement and the related liens and obligations will be subject to one or more intercreditor agreements with the Purchasers and the lenders under the Revolving Credit Agreement, (b) the lenders party to the Revolving Credit Documents will amend such documents to, among other things, increase the Maximum Revolving Advance Amount and Commitment Amount (each as defined in the Revolving Credit Agreement) to $100,000,000 (the “ Revolving Credit Agreement Amendment ”), and (c) certain of the Original Owners (or their Affiliates) intend to make to Holdings, and Holdings intends to make to the Issuer, a cash capital contribution in the form of new common equity in an amount not less than $200,000,000 (the “ Equity Contribution ”, and together with the Trican Acquisition, the First Lien Term Loan Agreement, the Revolving Credit Agreement Amendment and all transactions related thereto, including the incurring of indebtedness and granting of liens in connection therewith, the “ Subject Transactions ”).

C. The Issuer has requested that the Purchasers consent to the Subject Transactions and agree to certain amendments and modifications to the Existing Note Purchase Agreement, on the terms and conditions set forth herein.

D. The Required Purchasers have consented to Issuer’s request as described above.

NOW THEREFORE, with the foregoing background hereinafter deemed incorporated by reference herein and made part hereof, the parties hereto, intending to be legally bound, promise and agree as follows:

1. Consent and Agreement . Effective upon the effectiveness of this Amendment as provided for in Section 5 hereof, notwithstanding anything to the contrary provided for in the Note Purchase Agreement and the other Note Documents, the Agent and the Purchasers hereby consent to the Subject Transactions on the terms and conditions set forth in this Amendment.

2. Effectiveness of Amendments to Existing Note Purchase Agreement . The amendments set forth in Section 3 shall be effective upon the satisfaction of the following conditions (the date on which such conditions have been satisfied, the “ Third Amendment Effective Date ”):

(i) Agent shall have received a final executed copy of (I) the First Lien Term Loan Agreement, on substantially the terms set forth in the commitment letter with respect to the First Lien Term Loan Agreement attached as Exhibit A hereto (the “ First Lien Commitment Letter ”), and (II) the Revolving Credit Agreement Amendment, on substantially the terms set forth in the commitment letter with respect to the Revolving Credit Agreement Amendment attached as Exhibit B hereto, in each case in form and substance reasonably satisfactory to Agent and the Purchasers;

(ii) Agent shall have duly executed and delivered (I) an amendment to the Intercreditor Agreement, in form and substance reasonably satisfactory to Agent and the Purchasers, and (II) an intercreditor agreement with respect to the First Lien Term Loan Agreement, on substantially the terms set forth in the term sheet attached as Exhibit C hereto and otherwise in form and substance reasonably satisfactory to Agent and the Purchasers (the “ Term Loan/NPA Intercreditor Agreement ”);

(iii) Agent shall have received, for the account of each Purchaser signatory hereto, a non-refundable fee (the “ Consent Fee ”), in immediately available funds, equal to 2.00% of the outstanding principal amount of the Term Note held by such Purchaser as of the date of the effectiveness of the amendments set forth herein, which Consent Fee shall be deemed fully earned and payable on such date; and

(iv) the Note Parties shall have consummated the Subject Transactions on or prior to March 30, 2016.

3. Amendments to Existing Note Purchase Agreement . Effective as of the Third Amendment Effective Date, the Existing Note Purchase Agreement shall be amended as follows:

(a) New Definitions . Section 1.2 of the Existing Note Purchase Agreement is hereby amended by adding the following new definitions thereto, each in its appropriate alphabetic place:

“ Bankruptcy Law ” shall mean the Bankruptcy Code and any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization or similar debtor relief law of the United States or any other applicable jurisdiction from time to time in effect and affecting the rights of creditors generally.

“ DIP Financing ” shall mean any financing obtained under Section 363 or Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law.

“ Disqualified Person ” means the Persons that have been specified in writing by the Issuer to the Agent on or prior to the effective date of the Third Amendment (other than with respect to competitors of the Issuer, which shall have been specified in writing by the Issuer to the Agent on or prior to the Subject Transaction Effective Date) and any Affiliates of such Persons that are readily identifiable as such on the basis of their name.

“ First Lien Term Loan Agent ” shall mean the agent under the First Lien Term Loan Agreement.

“ First Lien Term Loan Agreement ” shall mean that certain Term Loan Agreement, dated as of the Subject Transaction Effective Date, among the Issuer, Holdings, the guarantors party thereto and the lenders and agents party thereto, as the same may be amended, restated, modified, substituted, extended, replaced, refinanced or supplemented from time to time, in each case to the extent permitted by this Agreement and the Intercreditor Agreement.

“ First Lien Term Loan Documents ” means the First Lien Term Loan Agreement and all of the loan documents made or delivered from time to time in connection therewith, as any such documents may be amended, restated, modified, substituted, extended, replaced, refinanced or supplemented from time to time, in each case to the extent permitted by this Agreement and the Intercreditor Agreement.

“ Maximum Priority First Lien Loan Amount ” means (x) $100,000,000, less the aggregate amount of all repayments of principal of the loans made under the First Lien Term Loan Agreement on the Subject Transaction Effective Date plus (y) the aggregate amount of all loans made in connection with any Protective Advance or DIP Financing, in an aggregate principal amount not to exceed $75,000,000 at any time outstanding.

“ Protective Advances ” means advances which the First Lien Term Loan Agent, in its reasonable credit judgment, deems necessary to preserve or protect the collateral securing the obligations of the Note Parties under the First Lien Term Loan Documents.

“ Subject Transactions ” means (a) the asset acquisition described in the Asset Purchase Agreement, dated as of January 25, 2016 (as amended and in effect from time to time, but without giving effect to any modifications, amendments, waivers or consents that are materially adverse to the Purchasers without the prior written consent of the Required Purchasers (such consent not to be unreasonably withheld

or delayed), the “ Trican Acquisition Agreement ”) by and among Keane Group Holdings, LLC, Keane Frac, LP, as buyer, Trican Well Service Ltd., a Canadian limited company (“ Trican Parent ”), and Trican Well Service, L.P., a Delaware limited partnership and any other Subsidiary of Trican Parent that has any right, title and interest in the Purchased Assets (as defined in the Trican Acquisition Agreement) and the transactions related thereto, (b) the making by certain lenders under the First Lien Term Loan Agreement of a term loan to the Borrower in an aggregate principal amount of $100,000,000, the obligations of which will be secured by a first priority lien on and security interest in, among other assets, the Notes Collateral, and which will be subject to the applicable Intercreditor Agreement, and the transactions related thereto, (c) amendments and other modifications to the Revolving Credit Documents to, among other things, increase the Maximum Revolving Advance Amount and the Commitment Amount (each as defined in the Revolving Credit Agreement) to $100,000,000, and the transactions related thereto, and (d) the cash capital contribution, by any Original Owner or any of its Affiliates to Holdings, and by Holdings to the Issuer, in the form of new common equity in an amount not less than $200,000,000.

“ Subject Transaction Effective Date ” means the effective date of the Subject Transactions.

“ Third Amendment ” shall mean that certain Third Amendment to Note Purchase Agreement, dated as of January 25, 2016, by and among the Issuer, Holdings, each of the other Note Parties party thereto, the Required Purchasers and the Agent.

(b) Intercreditor Agreement . The definition of “Intercreditor Agreement” in the Existing Note Purchase Agreement is amended and restated in its entirety to read as follows:

“ Intercreditor Agreement ” means, collectively, (a) the intercreditor agreement dated as of the Closing Date, among Agent, the Purchasers, the Revolving Facility Agent and the lenders party to the Revolving Credit Agreement, attached as Exhibit C hereto, as the same may be amended, restated, modified, substituted, replaced or supplemented from time to time as permitted hereunder and (b) the Intercreditor Agreement, among Agent and the First Lien Term Loan Agent, as the same may be amended, restated, modified, substituted, replaced or supplemented from time to time as permitted hereunder.”

(c) Note Priority Collateral . The definition of “Note Priority Collateral” in the Existing Note Purchase Agreement is amended and restated in its entirety to read as follows:

“ Notes Collateral ” shall have the meaning specified in the Intercreditor Agreement.”

(d) Permitted Acquisitions . The definition of “Permitted Acquisitions” in the Existing Note Purchase Agreement is amended by (x) deleting the phrase “first-priority” where it

appears therein and substituting in lieu thereof the phrase “second-priority” and (y) deleting the phrase “second-priority” where it appears therein and substituting in lieu thereof the phrase “third-priority”.

(e) Permitted Encumbrances . Clause (a) of the definition of “Permitted Encumbrances” in the Existing Note Purchase Agreement is amended and restated in its entirety to read as follows:

“(a) (1) Liens created under any Note Document in favor of Agent for the benefit of the Purchasers, (2) subject to the Intercreditor Agreement and the limitations in clause (a)(2) of the defined term Permitted Indebtedness, Liens on the Collateral created pursuant to any Revolving Credit Document and (3) subject to the Intercreditor Agreement, Liens on the Collateral created pursuant to any First Lien Term Loan Document;”

(f) Permitted Indebtedness . Clause (a) of the definition of “Permitted Indebtedness” in the Existing Note Purchase Agreement is amended and restated in its entirety to read as follows:

“(1) Indebtedness to Agent, the Purchasers and their affiliates hereunder constituting Obligations, (2) Indebtedness under the Revolving Credit Facility not to exceed an aggregate principal amount of $100,000,000 and (3) Indebtedness under the First Lien Term Loan Agreement in an aggregate principal amount not to exceed the Maximum Priority First Lien Loan Amount;”

(g) Total Net Debt . The definition of “Total Net Debt” in the Existing Note Purchase Agreement is amended by replacing the words “Revolving Facility” where they appear therein with the words “Revolving Credit Facility or the First Lien Term Loan Agreement”.

(h) Mandatory Prepayments . Section 2.5(a) of the Existing Note Purchase Agreement is amended by deleting in its entirety the parenthetical “(with respect to Revolving Credit Priority Collateral)”.

(i) Interest . Section 3.1(a) of the Existing Note Purchase Agreement is amended and restated in its entirety to read as follows:

“Interest shall be payable on the outstanding principal amount of the Notes at a rate per annum (the “ Contract Rate ”) equal to (i) prior to the Subject Transaction Effective Date, (x) with respect to the Term Notes and the Delayed Draw Notes, the Eurodollar Rate plus the Applicable Rate and (y) with respect to any Incremental Notes, the rate per annum specified in the applicable Incremental Amendment, in each case payable quarterly in cash and (ii) on and after the Subject Transaction Effective Date, (x) with respect to the Term Notes and the Delayed Draw Notes, 12.0% and (y) with respect to any Incremental Notes, the rate per annum specified in the applicable Incremental Amendment, in each case payable quarterly in cash.”

(j) Ownership of Collateral . Section 4.5(a) of the Existing Note Purchase Agreement is amended by (x) deleting the phrase “first priority” where it appears therein and substituting in lieu thereof “second priority” and (y) deleting the phrase “second priority” where it appears therein and substituting in lieu thereof “third priority”.

(k) Vehicles . Section 4.14 of the Existing Note Purchase Agreement is amended by deleting the phrase “first priority” where it appears therein and substituting in lieu thereof the phrase “second priority”.

(l) Mortgages . Section 4.22(c) of the Existing Note Purchase Agreement is amended by deleting the phrase “first priority” where it appears therein and substituting in lieu thereof the phrase “second priority”.

(m) Title Insurance . Section 4.22(f) of the Existing Note Purchase Agreement is amended by deleting the phrase “first priority” each time it appears therein and substituting in lieu thereof the phrase “second priority”.

(n) Intercreditor Agreement . Section 4.23 of the Existing Note Purchase Agreement is amended and restated in its entirety to read as follows:

“Notwithstanding anything in Article IV to the contrary, (i) the liens and security interests granted to Agent pursuant to this Agreement in Collateral that constitutes Revolving Credit Priority Collateral are expressly subject and subordinate to the liens and security interests granted in favor of the Revolving Credit Secured Parties (as defined in the applicable Intercreditor Agreement), including liens and security interests granted to Agent pursuant to or in connection with the Revolving Credit Agreement, (ii) the liens and security interests granted to Agent pursuant to this Agreement in all Collateral are expressly subject and subordinate to the liens and security interests granted in favor of the First Lien Term Loan Secured Parties (as defined in the applicable Intercreditor Agreement), and (iii) the exercise of any right or remedy with respect to the Collateral by Agent hereunder is subject to the limitations and provisions of each Intercreditor Agreement. In the event of any conflict between the terms of either Intercreditor Agreement and the terms of this Article IV, the terms of such Intercreditor Agreement shall govern.”

(o) Lien Priority . Article IV of the Existing Note Purchase Agreement is hereby amended by adding the following as Section 4.24:

“ Lien Priority . Notwithstanding anything in this Agreement to the contrary, upon the payment in full of the Indebtedness of the Note Parties under the First Lien Term Loan Agreement, all references in this Agreement to the Agent’s second

priority security interest in the Collateral shall be deemed to refer to the Agent’s first priority security interest, and, with respect to the Revolving Credit Priority Collateral (so long as the Revolving Credit Facility shall not have been terminated at such time), all references to the Agent’s third priority interest shall be deemed to refer to the Agent’s second priority interest, in each case as in effect prior to the Subject Transaction Effective Date.”

(p) Appraisals . Article IV of the Existing Note Purchase Agreement is hereby amended by adding the following as Section 4.25:

“ Appraisals . Agent may, at the direction of the Required Purchasers, at any time after the Subject Transaction Effective Date, engage the services of an independent appraisal firm or firms of reputable standing, satisfactory to Agent and the Required Purchasers, for the purpose of appraising the then current values of the Notes Collateral; provided that so long as no Event of Default shall have occurred and be continuing, (x) the Note Parties shall not be obligated to pay or reimburse Agent or the Required Purchasers for more than one such appraisal conducted in any consecutive 365 day period commencing on the Subject Transaction Effective Date and (y) the Agent shall use commercially reasonable efforts to cooperate and coordinate with the First Lien Term Loan Agent in respect of any appraisal being conducted by or on its behalf. Absent the occurrence and during the continuance of an Event of Default at such time, Agent and the Required Purchasers shall consult with the Note Parties as to the identity of any such firm.”

(q) Additional Guarantors; Further Assurances . Section 6.10 of the Existing Note Purchase Agreement is amended by (x) deleting the phrase “first priority” where it appears therein and substituting in lieu thereof the phrase “second priority” and (y) deleting the phrase “second priority” where it appears therein and substituting in lieu thereof the phrase “third priority”.

(r) Amendment of Organizational Documents; Material Indebtedness . Section 7.14 of the Existing Note Purchase Agreement is amended by adding the following clause (d) at the end of such section:

“(d) Without the consent of the Required Purchasers, amend, modify, change or waive any term or condition of the First Lien Term Loan Agreement or any First Lien Term Loan Document to the extent such amendment, modification, change or waiver would contravene the provisions of the Intercreditor Agreement.”

(s) Burdensome Agreements . Section 7.17 of the Existing Note Purchase Agreement is amended by adding the phrase “, the First Lien Term Loan Documents” immediately after the phrase “the other Note Documents”.

(t) Permitted Activities . Section 7.20 of the Existing Note Purchase Agreement is amended by adding the phrase “, the First Lien Term Loan Documents” immediately after the phrase “the Note Documents” where it appears therein.

(u) Lien Priority . Section 10.10 of the Existing Note Purchase Agreement is amended by (x) deleting the phrase “first priority” where it appears therein and substituting in lieu thereof the phrase “second priority” and (y) deleting the phrase “second priority” where it appears therein and substituting in lieu thereof the phrase “third priority”.

(v) Successors and Assigns; Participations; New Purchasers . Section 16.3(c) of the Existing Note Purchase Agreement is hereby amended and restated in its entirety to read as follows:

“Any Purchaser may sell, assign or transfer all or any part of its rights and obligations under or relating to its Notes and/or its Commitments to any (i) existing Purchaser, Related Fund or Affiliate of a Purchaser; or (ii) any other Person (other than indirect holders of the Equity Interests of Holdings and their respective Affiliates, including the Note Parties and their Subsidiaries, except as set forth in clauses (d) and (e) below), provided , that such Purchaser may not sell, assign or transfer to any Disqualified Person; provided , further , that in the case of clause (ii), such sale, assignment or transfer shall be in a minimum amount of not less than $500,000 (the “ Minimum Transfer Level ”) except in the case of an assignment of all of a Purchaser’s rights and obligations under this Agreement, provided , that the Minimum Transfer Level shall be met if the aggregate principal amount of the Notes and/or Commitments to be sold, assigned, transferred, or negotiated hereunder in a single transaction or series of related transactions by any Purchaser or group of affiliated Purchasers to a single transferee or group of affiliated transferees exceeds the Minimum Transfer Level. Such sale, assignment, or transfer shall be effected pursuant to an Assignment and Assumption, executed by a new Purchaser, the transferor Purchaser, and Agent and delivered to Agent for recording. Upon such execution, delivery, acceptance and recording, from and after the transfer effective date determined pursuant to such Assignment and Assumption, (i) new Purchaser thereunder shall be a party hereto and, to the extent provided in such Assignment and Assumption, have the rights and obligations of a Purchaser under this Agreement, and (ii) the transferor Purchaser thereunder shall, to the extent provided in such Assignment and Assumption, be released from its obligations under this Agreement, the Assignment and Assumption creating a novation for that purpose. Such Assignment and Assumption shall be deemed to amend this Agreement to the extent, and only to the extent, necessary to reflect the addition of such new Purchaser and the resulting adjustment of the Commitments arising from the purchase by such new Purchaser of all or a portion of the rights and obligations of such transferor Purchaser under this Agreement and the other Note Documents. The Issuer consents to the addition of such new Purchaser and the resulting adjustment of the rights and obligations of the Purchasers arising from the purchase by such new Purchaser of all or a portion of the rights and obligations of such transferor Purchaser under this Agreement and the other Note Documents made in compliance with this Section 16.3(c). Upon the reasonable request of the Issuer, such new Purchaser shall deliver customary certificates confirming the representations and warranties of such new Purchaser pursuant to Article XVII hereof. Notwithstanding anything to the contrary contained herein, no Purchaser

shall be permitted to effect any sale, assignment or transfer of any rights or obligations under or relating to its Notes or its Commitments if, as a result of such sale, assignment or transfer, any Note Party would be required to become a reporting company under the Exchange Act. Any transfer in violation of the foregoing will be void ab initio .

In no event shall the Issuer or any of its subsidiaries consent to the sale, assignment, transfer or participation of any loans or commitments under the First Lien Term Loan Agreement to any Person that is a Disqualified Person.

(w) Intercreditor Agreement . Section 16.21(a) of the Existing Note Purchase Agreement is amended by inserting the phrase “THE COLLATERAL OR” immediately following the phrase “WITH RESPECT TO” where it appears therein.

(x) Excess Cash Flow . Contemporaneously with the execution and delivery of the First Lien Term Loan Agreement, the Purchasers agree (a) that no Excess Cash Flow payments shall be due and payable pursuant to Section 2.5(c) (prior to giving effect to the amendments contemplated hereby) in respect of Excess Cash Flow generated for fiscal year 2015, and (b) to amend the Note Purchase Agreement to (x) conform the definition of Excess Cash Flow set forth therein to the corresponding definition set forth in the First Lien Term Loan Agreement, provided that the definition of Excess Cash Flow set forth in the First Lien Term Loan Agreement shall be consistent with the corresponding definition set forth in the term sheet attached to the First Lien Commitment Letter and otherwise reasonably satisfactory to the Agent and the Purchasers, (y) to amend Section 2.5(c) of the Note Purchase Agreement to provide that the Issuer shall cause to be prepaid an aggregate principal amount of the Notes following the end of each fiscal year, beginning with the fiscal year ending on or about December 31, 2016, in an amount equal to the portion of Excess Cash Flow (as defined in the First Lien Term Loan Agreement) for the Excess Cash Flow Period then ended that is required to paid to the First Lien Term Loan Lenders in accordance with the First Lien Term Loan Agreement and that is rejected by the First Lien Term Loan Lenders in accordance with the First Lien Term Loan Agreement and (z) to amend and restate the definition of “Applicable ECF Percentage” set forth therein as follows:

“ ‘ Applicable ECF Percentage ’ means, for any fiscal year of the Issuer, (a) prior to the date on which the obligations under the First Lien Term Loan Documents are paid in full, 0% and (b) on and after the date on which all obligations under the First Lien Term Loan Documents are paid in full, 50%.”

(y) Omnibus Amendment . In addition to the foregoing, the Purchasers agree to reasonably cooperate with the Issuer with respect to such other amendments, modifications or other changes (x) reasonably necessary to conform any other provisions of the Note Purchase Agreement and the other Note Documents to effectuate the provisions, terms and agreements contemplated hereby, (y) to cure any ambiguity, omission, defect or inconsistency therein, and (z) to amend, modify or otherwise change any other term to be mutually agreed upon with the Issuer.

4. Representations and Warranties . Each of the Note Parties hereby:

(c) represents and warrants that, as of the date hereof, no Default or Event of Default has occurred and is continuing under the Note Purchase Agreement or any of the other Note Documents;

(d) represents and warrants that, as of the date hereof, no event or development has occurred since the Closing Date which has had or is reasonably likely to have a Material Adverse Effect;

upon any asset of such Note Party and its Restricted Subsidiaries under the provisions of any agreement, instrument, Organization Document or other instrument to which such Note Party and its Restricted Subsidiaries are party or by which they or their property is a party or by which they may be bound; and

(f) represents and warrants that none of the Purchasers is receiving any fee or other consideration for its consent to the Subject Transactions and this Amendment other than the Consent Fee.

5. Conditions Precedent/Effectiveness Conditions . This Amendment shall become effective upon the satisfaction of the following conditions precedent (it being understood that the amendments set forth in Section 3 shall not be effective unless and until the Third Amendment Effective Date occurs):

(a) Agent shall have received this Amendment, duly authorized, executed and delivered by the Issuer, Holdings, each of the other Note Parties and the Required Purchasers;

(c) Agent shall have received a duly executed commitment letter in respect of the facility to be evidenced by the First Lien Term Loan Agreement, in the form attached as Exhibit A hereto;

(d) Agent shall have received a duly executed commitment letter in respect of the Revolving Credit Agreement Amendment, in the form attached as Exhibit B hereto; and

6. Reaffirmation of Note Purchase Agreement and Note Documents . Except as modified by the terms hereof, all of the terms and conditions of the Existing Note Purchase Agreement and each of the other Note Documents are hereby reaffirmed and shall continue in full force and effect as therein written.

other Obligations of any kind or nature) currently owing by the Issuer under the Note Purchase Agreement and the other Note Documents, as reflected in the books and records of Agent and Purchasers as of the date hereof, are unconditionally owing from and payable by the Issuer, and that the Issuer is indebted to Agent and Purchasers with respect thereto, all without any set-off, deduction, counterclaim or defense. Each Note Party, by its signature below, hereby acknowledges and agrees that it has no actual or potential claim or cause of action against Agent or any Purchaser relating to this Amendment (or any document, agreement or instrument relating hereto), the Note Purchase Agreement or any other Note Document and/or the Obligations arising thereunder or related thereto, in any such case arising on or before the date hereof. As further consideration for the consents and amendments set forth herein, each Note Party, by its signature below, hereby waives and releases and forever discharges Agent and Purchasers, and the officers, directors, attorneys, agents and employees of each, from any liability, damage, claim, loss or expense of any kind originating in whole or in part known to any of the Note Parties on or before the date of this Amendment that any Note Party may now have against Agent or Purchasers or any of them arising out of or relating to the Obligations, this Amendment, the Note Purchase Agreement or the other Note Documents.

8. Required Purchaser Direction . By its execution and delivery of its signature page hereto, each of the undersigned Purchasers is (1) authorizing and directing the Agent to (a) execute (i) this Amendment, (ii) an amendment to the intercreditor agreement dated as of the Closing Date, among Agent, the Purchasers, the Revolving Facility Agent and the lenders party to the Revolving Credit Agreement and (iii) the Term Loan/NPA Intercreditor Agreement, (b) execute any further modifications, amendments, waivers or consents provided to it as may be necessary or otherwise desirable by the Purchasers to effectuate the Subject Transactions and (c) take the actions contemplated to be taken by it in footnote 4 of the term sheet attached as Exhibit C hereto and (2) consenting to the actions contemplated to be taken in such footnote 4. Furthermore, each of the undersigned Purchasers agrees that the provisions of Section 16.21 of the Note Purchase Agreement apply to the Term Loan/NPA Intercreditor Agreement and, accordingly, each such Purchaser agrees, inter alia , that it (a) shall be bound by, and not take any actions contrary to, the Term Loan/NPA Intercreditor Agreement and (b) shall not contest, or support any other Person in contesting, the lien priorities set forth in the Term Loan/NPA Intercreditor Agreement.

9. Miscellaneous .

(a) No rights are intended to be created hereunder for the benefit of any third party, creditor, or incidental beneficiary.

(b) The headings of any paragraph of this Amendment are for convenience only and shall not be used to interpret any provision hereof.

(c) No modification hereof or any agreement referred to herein shall be binding or enforceable unless in writing and signed on behalf of the party against whom enforcement is sought.

(d) The terms and conditions of this Amendment shall be governed by and construed in accordance with the laws of the State of New York.

(f) This Amendment and the Term Loan/NPA Intercreditor Agreement shall each constitute a Note Document and the failure to comply with any covenant herein shall be an Event of Default under the Note Purchase Agreement.

(g) For the avoidance of doubt, Agent’s rights, protections, indemnities and immunities provided in the Note Purchase Agreement shall apply to Agent for any actions taken or omitted to be taken under this Amendment, the Term Loan/NPA Intercreditor Agreement, and any other related agreements in any of its capacities.

[SIGNATURES APPEAR ON THE FOLLOWING PAGE]

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed and delivered by their duly authorized officers as of the date first above written.


KGH INTERMEDIATE HOLDCO II, LLC

By:	KGH Intermediate Holdco I, LLC, its Managing Member

By:	Keane Group Holdings, LLC, its Managing Member

By:	/s/ GREGORY POWELL
	Name:	Gregory Powell
	Title:	Vice President and Chief Financial Officer


KGH INTERMEDIATE HOLDCO I, LLC

By:	Keane Group Holdings, LLC, its Managing Member

By:	/s/ GREGORY POWELL
	Name:	Gregory Powell
	Title:	Vice President and Chief Financial Officer

Third Amendment to Note Purchase Agreement


KEANE FRAC, LP

By:	Keane Frac GP, LLC, its General Partner

By:	KGH Intermediate Holdco II, LLC, its Managing Member

By:	KGH Intermediate Holdco I, LLC, its Managing Member

By:	Keane Group Holdings, LLC, its Managing Member

By:	/s/ GREGORY POWELL
	Name:	Gregory Powell
	Title:	Vice President and Chief Financial Officer


KEANE FRAC GP, LP

By:	KGH Intermediate Holdco II, LLC, its Managing Member

By:	KGH Intermediate Holdco I, LLC, its Managing Member

By:	Keane Group Holdings, LLC, its Managing Member

By:	/s/ GREGORY POWELL
	Name:	Gregory Powell
	Title:	Vice President and Chief Financial Officer

Third Amendment to Note Purchase Agreement


KS DRILLING, LLC

By:	KGH Intermediate Holdco II, LLC, its Managing Member

By:	KGH Intermediate Holdco I, LLC, its Managing Member

By:	Keane Group Holdings, LLC, its Managing Member

By:	/s/ GREGORY POWELL
	Name:	Gregory Powell
	Title:	Vice President and Chief Financial Officer


KEANE FRAC ND, LLC

By:	Keane Frac, LP, its Managing Member

By:	Keane Frac GP, LLC, its General Partner

By:	KGH Intermediate Holdco II, LLC, its Managing Member

By:	KGH Intermediate Holdco I, LLC, its Managing Member

By:	Keane Group Holdings, LLC, its Managing Member

By:	/s/ GREGORY POWELL
	Name:	Gregory Powell
	Title:	Vice President and Chief Financial Officer

Third Amendment to Note Purchase Agreement


KEANE FRAC TX, LLC

By:	Keane Frac, LP, its Managing Member

By:	Keane Frac GP, LLC, its General Partner

By:	KGH Intermediate Holdco II, LLC, its Managing Member

By:	KGH Intermediate Holdco I, LLC, its Managing Member

By:	Keane Group Holdings, LLC, its Managing Member

By:	/s/ GREGORY POWELL
	Name:	Gregory Powell
	Title:	Vice President and Chief Financial Officer

Third Amendment to Note Purchase Agreement


PACIFIC INVESTMENT MANAGEMENT COMPANY LLC, as investment advisor on behalf of the PIMCO Purchasers

By:	/s/ T. CHRISTIAN STRACKE
	Name:	T. Christian Stracke
	Title:	Managing Director

Third Amendment to Note Purchase Agreement


GUGGENHEIM FUNDS TRUST – GUGGENHEIM HIGH YIELD FUND By: Security Investors, LLC as Investment Adviser

By:	/s/ AMY J. LEE
	Name:	Amy J. Lee
	Title:	Senior Vice President and Secretary

PRINCIPAL FUNDS, INC. – GLOBAL DIVERSIFIED INCOME FUND By: Guggenheim Partners Investment Management, LLC as Sub-Advisor

By:	/s/ KEVIN ROBINSON
	Name:	Kevin Robinson
	Title:	Attorney-In-Fact

MAVERICK ENTERPRISES, INC. By: Guggenheim Partners Investment Management, LLC, as Investment Manager

By:	/s/ KEVIN ROBINSON
	Name:	Kevin Robinson
	Title:	Attorney-In-Fact

GUGGENHEIM VARIABLE FUNDS TRUST – SERIES P (HIGH YIELD SERIES) By: Security Investors, LLC, as Management Company

By:	/s/ AMY J. LEE
	Name:	Amy J. Lee
	Title:	Senior Vice President and Secretary

Third Amendment to Note Purchase Agreement


GUGGENHEIM STRATEGIC OPPORTUNITIES FUND By: Guggenheim Partners Investment Management, LLC as Investment Manager

By:	/s/ KEVIN ROBINSON
	Name:	Kevin Robinson
	Title:	Attorney-In-Fact

VERGER CAPITAL FUND LLC By: Guggenheim Partners Investment Management, LLC, as Sub-Advisor

By:	/s/ KEVIN ROBINSON
	Name:	Kevin Robinson
	Title:	Attorney-In-Fact

GUGGENHEIM CREDIT ALLOCATION FUND By: Guggenheim Partners Investment Management, LLC, as Sub-Adviser

By:	/s/ KEVIN ROBINSON
	Name:	Kevin Robinson
	Title:	Attorney-In-Fact

NZC GUGGENHEIM MASTER FUND LIMITED By: Guggenheim Partners Investment Management, LLC as Investment Manager

By:	/s/ KEVIN ROBINSON
	Name:	Kevin Robinson
	Title:	Attorney-In-Fact

Third Amendment to Note Purchase Agreement


U.S. BANK NATIONAL ASSOCIATION, as Agent

By:	/s/ JAMES A. HANLEY
	Name:	James A. Hanley
	Title:	Vice President

Third Amendment to Note Purchase Agreement

EXHIBIT A

Execution Version

BEAL BANK USA

6000 Legacy Drive

Plano, Texas 75024

CONFIDENTIAL

January 25, 2016

KGH Intermediate Holdco II, LLC

Sage Park 1

2121 Sage Road, Suite 270

Houston, Texas 77056

Re:

Commitment Letter - $100,000,000 Senior Secured Term Loan Credit Facility (the “ Term Loan Facility ”)

Ladies and Gentlemen:

KGH Intermediate Holdco II, LLC (“ KGH ”) has advised Beal Bank USA (“ we ” or “ us ”) that KGH intends to acquire, through its subsidiary Keane Frac, LP (together with KGH, collectively “ you ”), certain assets of Trican Well Service Ltd. (“ Trican ”) related to Trican’s United States operations (the “ Trican Acquisition ”) as more fully set forth in the Asset Purchase Agreement (the “ Acquisition Agreement ”), dated as of January 25, 2016, by and among Keane Group Holdings LLC, Trican and certain subsidiaries of Trican, and to consummate certain other related transactions (together with the Trican Acquisition, the “ Transactions ”) described in the Summary of Principal Terms and Conditions attached hereto as Annex A ( the “ Term Sheet ”). Any capitalized term used but not defined herein shall have the meaning assigned to it in the Term Sheet and/or the Conditions Annex attached to the Term Sheet as Exhibit A (the “ Conditions Annex ”). This commitment letter, the Term Sheet and the Conditions Annex are collectively referenced as the “ Commitment Letter ”.

1. Commitments .

(a) We and/or our affiliates (collectively, the “ Initial Lenders ”) are pleased to advise you of our commitment to provide you 100% of the aggregate principal amount of the Term Loan Facility upon the terms and subject to the conditions set forth in this Commitment Letter. We will not assign all or any portion of our commitments hereunder (other than to our affiliates) prior to the Closing Date without your prior written consent (not to be unreasonably withheld).

(b) It is agreed that CLMG Corp. (or an affiliate thereof) will act as the sole and exclusive administrative agent for the Term Loan Facility (in such capacity, the “ Administrative Agent ”) and sole and exclusive collateral agent for the Term Loan Facility. You agree that no other agents, co-agents or arrangers will be appointed, no other titles will be awarded and no compensation (other than as expressly contemplated by this Commitment Letter) will be paid in connection with the Term Loan Facility unless you and we shall so agree.

Commitment Letter, dated January 25, 2016, among Beal Bank USA, KGH Intermediate HoldCo II, LLC and Keane Frac, LP

2. Conditions to Commitments. Notwithstanding anything in this Commitment Letter, the Facility Documentation or any other letter agreement or other undertaking concerning the financing of the transactions contemplated hereby to the contrary, (i) the commitments of the Initial Lenders are subject only to the conditions set forth in the Conditions Annex, and upon satisfaction (or waiver by us) of such conditions, the funding of the Term Loan Facility shall occur (the date of such funding, the “ Closing Date ”); it being understood that there are no conditions (implied or otherwise) to the commitments hereunder in respect of the initial fundings contemplated hereby, including compliance with the terms of this Commitment Letter or the Facility Documentation, other than those set forth in the Conditions Annex, (ii) the only representations and warranties the accuracy of which shall be a condition to availability of the Term Loan Facility on the Closing Date shall be (A) such of the representations and warranties with respect to Trican in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that you have (or your applicable affiliate has) the right to terminate your (or its) obligations under the Acquisition Agreement or to decline to consummate the Trican Acquisition as a result of a breach of such representations and warranties in the Acquisition Agreement (to such extent, the “ Specified Acquisition Agreement Representations ”) and (B) the Specified Representations (as defined below) in the Facility Documentation and (iii) the terms of the Facility Documentation shall be in a form such that they do not impair availability of the Term Loan Facility on the Closing Date if the conditions set forth in the Conditions Annex are satisfied. For purposes hereof, “ Specified Representations ” means the representations and warranties set forth in the Term Sheet relating to the corporate or other organizational existence of the Loan Parties, organizational power and authority (as they relate to due authorization, execution, delivery and performance of the Facility Documentation), no violation of charter documents (as it relates to the execution, delivery and performance of the Facility Documentation and the incurrence of the indebtedness, making of the guarantees and granting of Liens on the Collateral (as defined in the Term Sheet), in each case, thereunder) due authorization, execution, delivery and enforceability, in each case as they relate to the entering into and performance of the relevant Facility Documentation by the Loan Parties, solvency as of the Closing Date (after giving effect to the Transactions) of each of Parent (as defined below), each Borrower and each of their respective subsidiaries on a stand-alone and consolidated basis (such representation and warranty to be consistent with the solvency certificate in the form set forth in Annex I attached to the Conditions Annex), use of proceeds, Federal Reserve margin regulations, the Investment Company Act, FCPA, OFAC, and the PATRIOT ACT, anti-terrorism and anti-money laundering laws and regulations, receipt of all governmental consents required in connection with the consummation of the Transactions and creation, validity and perfection of security interests, as applicable, in the collateral to be granted on the Closing Date (subject to permitted liens as may be set forth in the Facility Documentation). This paragraph, and the provisions contained herein, shall be referred to as the “ Certain Funds Provision ”.

3. Information . You hereby represent and warrant that (i) to the best of your knowledge with respect to Trican and its subsidiaries and otherwise without such qualification with respect to assets already owned by you, all written information and written data (other than (A) the Projections, as defined below, (B) matters relating to the forward looking portion of

Commitment Letter, dated January 25, 2016, among Beal Bank USA, KGH Intermediate Holdco II, LLC and Keane Frac, LP

Page 2 of 11

financial models and (C) projections and information of a general economic or industry-specific nature) concerning Trican and its subsidiaries or you or any of your subsidiaries that have been or will be supplied to the Initial Lenders by you or any of your representatives on your behalf and that are used in connection with the financing contemplated by this Commitment Letter (the “ Information ”), taken as a whole, are, or will be when furnished, complete and correct in all material respects as of the date furnished and do not, or will not when furnished, considered as a whole, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made (after giving effect to all supplements and updates thereto from time to time), and (ii) all financial projections concerning you or any of your subsidiaries or Trican and its subsidiaries that have been or will be made available to the Initial Lenders by you or any of your representatives on your behalf (the “ Projections ”) have been or will be prepared in good faith based upon assumptions believed by the preparer thereof in good faith to be reasonable at the time furnished (it being understood that such Projections are not to be viewed as facts, are by their nature inherently uncertain, and are subject to significant contingencies many of which are beyond your control, that no assurance can be given that any particular Projection will be realized, that actual results may differ and that such differences may be material). If you become aware that any of the representations or warranties in the preceding sentence would be incorrect in any materially adverse manner prior to the Closing Date, if the Information and Projections were being furnished, and all such representations were being made, at such time, you will notify us and will (i) with respect to Information or Projections relating to you or your subsidiaries, promptly supplement the Information and the Projections and (ii) with respect to Information or Projections related to Trican and its subsidiaries, use your commercially reasonable efforts to cause Trican to supplement the Information and Projections from time to time until the Closing Date such that the representations in the preceding sentence remain true under those circumstances; provided that your obligation to update the Information and Projections, shall not be a condition to the availability of the Term Loan Facility on the Closing Date. The Administrative Agent and the Initial Lenders will be entitled to use and rely on the Information and the Projections without responsibility for independent verification thereof. We will have no obligation to conduct any independent evaluation or appraisal of the assets or liabilities of you, Trican or any other party or to advise or opine on any related solvency issues.

Furthermore, you hereby represent and warrant that all information supplied by you or any of your representatives to Great American Group Advisory & Valuation Services, L.L.C. (the “ Appraiser ”) in connection with the preparation by the Appraiser of that certain appraisal entitled “Keane Group Holdings, LLC / Trican Well Service, L.P. Oil and Gas Industry Equipment Appraisal Report — January 2016, Effective December 8, 2015 was complete and correct in all material respects and did not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not materially misleading in light of the circumstances under which such statements were made.

4. Indemnification .

(a) You hereby agree to indemnify the Administrative Agent and the Initial Lenders and each of their respective affiliates, successors and assigns and the officers, directors,

Commitment Letter, dated January 25, 2016, among Beal Bank USA, KGH Intermediate Holdco II, LLC and Keane Frac, LP

Page 3 of 11

employees, partners, agents, advisors, representatives, controlling persons and members of each of the foregoing and their successors and permitted assigns (each, an “ Indemnified Party ”) and hold them harmless from and against any and all reasonable and reasonably documented out-of-pocket costs, expenses (including, without limitation, legal fees and expenses) and any and all losses (other than lost profits), claims, damages, and liabilities, joint or several, to which any such Indemnified Party may become subject, arising out of, resulting from or relating to any actual or threatened claim, litigation, investigation or proceeding that relates to this Commitment Letter, the Transactions contemplated hereby or the Term Loan Facility (any of the foregoing, an “ Action ”), regardless of whether any such Indemnified Party is a party thereto, whether or not such Action is brought by you, your equity holders, affiliates, creditors or any other person, and to reimburse each such Indemnified Party for all out-of-pocket expenses promptly (and in any event within 30 days) after receipt of a written request together with customary backup documentation for any reasonable legal expenses to the affected Indemnified Persons taken as a whole, or other reasonable out-of-pocket expenses incurred in connection with investigating or defending any of the foregoing, except to the extent they arise from (A) gross negligence, bad faith or willful misconduct of, or material breach of this Commitment Letter or the Facility Documentation by, such Indemnified Party (or any of its controlled affiliates and its respective officers, directors, employees, agents and advisors (collectively, “ related persons ”), in each case, as determined by a final non-appealable judgment of a court of competent jurisdiction or (B) disputes solely among Indemnified Parties (or their related persons) that do not involve or arise from an act or omission by you or your affiliate (other than in our capacity as Administrative Agent or a similar role under the Term Loan Facility). Notwithstanding the foregoing, neither (i) any Indemnified Party nor (ii) any Loan Party or any of its respective affiliates and subsidiaries or the respective directors, officers, employees, advisors and agents of the foregoing shall be liable for any indirect, special, punitive or consequential damages (other than, in the case of this clause (ii) only, any such damages incurred or paid by an Indemnified Party to a third party) in connection with this Commitment Letter, the Term Loan Facility or the Transactions contemplated hereby. No Indemnified Person seeking indemnification or reimbursement under this Commitment Letter will, without your prior written consent (not to be unreasonably withheld, delayed or conditioned), settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any Action referred to herein. Notwithstanding the immediately preceding sentence, if at any time an Indemnified Party shall have requested in accordance with this Commitment Letter that you reimburse such Indemnified Party for legal or other expenses in connection with investigating, responding to or defending any Action, you shall be liable for any settlement of any Action effected without your written consent if (a) such settlement is entered into more than 30 days after receipt by you of such request for reimbursement and (b) you shall not have reimbursed such Indemnified Party in accordance with such request prior to the date of such settlement. You shall not, without the prior written consent of an Indemnified Party (which consent shall not be unreasonably withheld or delayed), effect any settlement of any pending or threatened Actions in respect of which an indemnity could have been sought hereunder by such Indemnified Party unless such settlement (a) includes an unconditional release of such Indemnified Party in form and substance reasonably satisfactory to such Indemnified Party (which approval shall not be unreasonably withheld or delayed) from all liability on claims that are the subject matter of such Actions, (b) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of such Indemnified Party and (c) contains customary non-disclosure provisions reasonably satisfactory to such Indemnified Party.

Commitment Letter, dated January 25, 2016, among Beal Bank USA, KGH Intermediate Holdco II, LLC and Keane Frac, LP

Page 4 of 11

(b) You hereby agree to reimburse the Administrative Agent and the Initial Lenders for all reasonable and documented out-of-pocket expenses (including due diligence expenses, travel expenses, collateral field exams, audits and appraisals) (collectively, the “ Expenses ”) incurred in connection with this Commitment Letter and the Term Loan Facility and the transactions contemplated thereby, whether or not the Closing Date has occurred. The Expenses shall be paid (i) on the date hereof, (ii) periodically from the date hereof up to the Closing Date and (iii) on the Closing Date (each, an “ Expense Payment Date ”) (so long as, in each case, invoices therefor (accompanied by reasonably-detailed supporting documentation therefor, which you agree may be redacted to ensure the preservation of any attorney-client privilege of the Administrative Agent and the Initial Lenders) are delivered to you at least two business days prior to such Expense Payment Date) or promptly (and in any event within 10 days) following delivery of an invoice therefor (in the case of any invoices that are delivered later than two business days prior to the respective Expense Payment Date). For the avoidance of doubt, if any invoices documenting Expenses are not delivered at least two business days prior to the respective Expense Payment Date, then you agree to reimburse the Administrative Agent and the Initial Lenders for such Expenses promptly (and in any event within 10 days) following such Expense Payment Date. You acknowledge that we may receive a benefit, including without limitation, a discount, credit or other accommodation, from any of such counsel based on the fees such counsel may receive on account of their relationship with us including, without limitation, fees paid pursuant hereto.

(c) Upon the execution and delivery of the definitive Facility Documentation, the provisions thereof relating to indemnification and reimbursement shall supersede the indemnification and reimbursement provisions hereof, and you shall thereupon be released from such indemnification and reimbursement provisions hereof. Notwithstanding the foregoing, each Indemnified Party (and its related persons) shall be obligated to refund and return promptly any and all amounts paid by you under this paragraph to such Indemnified Party (or such related person) for any such fees, expenses or damages to the extent such Indemnified Party (or such related person) is not entitled to payment of such amounts in accordance with the terms hereof, as determined by a final non-appealable judgment of a court of competent jurisdiction.

(d) To the extent permitted by law (i) none of the Administrative Agent, any Initial Lender or any of their respective affiliates (collectively, the “ Lender Parties ”) shall be subject to any equitable remedy or relief, including specific performance or injunction arising out of or relating to the Term Loan Facility, (ii) none of the Lender Parties shall have any liability to you or any other Loan Party, for damages or otherwise, arising out of or relating to the Term Loan Facility until the date on which the Commitment Letter is accepted in accordance with the last paragraph hereof, and (iii) in no event shall the Lenders Parties’ aggregate liability to you and all other Loan Parties (taken together) for failure to fund any Term Loan or for any other reason exceed the lesser of (A) actual direct damages incurred by you and the other Loan Parties and (B) $20,000,000.

Commitment Letter, dated January 25, 2016, among Beal Bank USA, KGH Intermediate Holdco II, LLC and Keane Frac, LP

Page 5 of 11

5. Confidentiality . (a) You agree that you will not disclose, directly or indirectly, this Commitment Letter or any of the contents hereof, to any person or entity, except (i) to KGH Intermediate Holdco I, LLC (the “ Parent ”), the direct or indirect equity holders of Parent and to your and their respective officers, directors, agents, employees, attorneys, accountants, advisors, controlling persons or equity holders on a confidential and need-to-know basis, and who are advised of the confidential nature of such information and are or have been advised of their obligation to keep information of this type confidential, (ii) if the Administrative Agent and the Initial Lenders consent in writing to such proposed disclosure in advance thereof, (iii) pursuant to the order of any court or administrative agency in any pending legal, judicial or administrative proceeding, or otherwise as required by applicable law or compulsory legal process or to the extent requested or required by governmental and/or regulatory authorities (in which case, you shall, to the extent permitted by law, notify us promptly thereof, in advance), (iv) to the Revolving Agent and the Lenders party to the Revolving Credit Facility and the NPA Agent and the Noteholders, and (v) to Trican and its subsidiaries and their respective officers, directors, agents, employees, attorneys, accountants, advisors, controlling persons or equity holders, on a confidential and need-to-know basis, and who are informed of the confidential nature of such information and are or have been advised of their obligation to keep information of this type confidential.

(b) Until the Closing Date, you agree to consult with us prior to your making of any public announcement or public filing relating to the Term Loan Facility or to us in connection therewith, except to the extent such announcement or filing is specified by applicable law or regulation or if such consultation is not permitted by applicable legal, regulatory, administrative or judicial process. We agree, on behalf of each of ourselves and our subsidiaries and affiliates, that we will, and will cause our respective subsidiaries and affiliates to, if permitted by applicable legal, regulatory, administrative or judicial process, consult with you prior to the making of any public filing or other public disclosure in which reference is made to you, Trican or any of your or its subsidiaries, the Transactions or the commitments contained herein.

(c) The Administrative Agent and the Initial Lenders shall use all confidential information provided to them by or on behalf of you hereunder solely for the purposes of providing the services that are the subject of this Commitment Letter and otherwise in connection with the Transactions and shall treat confidentially all such information; provided , however , that nothing herein shall prevent the Administrative Agent or the Initial Lenders from disclosing any such information or the terms and contents of this Commitment Letter (i) to any Lenders or participants or prospective Lenders or participants), (ii) to the extent required by the order of any court or administrative agency in any pending legal, judicial or administrative proceeding or otherwise as required by applicable law or regulation (in which case, such person shall, to the extent permitted by law, notify you promptly thereof, in advance), (iii) upon the request or demand of any regulatory authority (including any self-regulatory authority) having jurisdiction over such person or its affiliates (in which case, to the extent permitted by law, such person shall, except with respect to any audit or examination conducted by bank accountants or any governmental bank regulatory authority exercising examination or regulatory authority, promptly notify you in advance), (iv) to their respective affiliates and their respective affiliates’ respective employees, directors, legal counsel, independent auditors, professionals and other experts or agents of such person on a “need to know” basis and who are informed of the

Commitment Letter, dated January 25, 2016, among Beal Bank USA, KGH Intermediate Holdco II, LLC and Keane Frac, LP

Page 6 of 11

confidential nature of such information and are or have been advised of their obligation to keep information of this type confidential, (v) to the extent any such information becomes publicly available other than by reason of disclosure by such person in breach of this Commitment Letter or is received by such person from a third party that is not to such person’s knowledge subject to confidentiality obligations to you or any of its affiliates, (vi) with your prior written consent, (vii) to the extent independently developed by the Administrative Agent or the Initial Lenders, (viii) in protecting and enforcing the rights of the Administrative Agent or the Initial Lenders with respect to this Commitment Letter including for the purposes of establishing a “due diligence” defense with respect to the Transactions, and (ix) on a confidential basis to any actual or prospective direct or indirect contractual counterparty to any swap or derivative transaction relating to the Parent or any of its respective subsidiaries; provided that the disclosure of any such information to any Lenders or prospective Lenders or participants or prospective participants or swap or derivative counterparty referred to above shall be made subject to the acknowledgment and acceptance by such Lender or prospective Lender or participant or prospective participant or swap or derivative counterparties that such information is being disseminated on a confidential basis (on substantially the terms set forth in this paragraph or as is otherwise reasonably acceptable to you). It is expressly understood that the obligations of each Initial Lender are several and not joint and that no Initial Lender shall be liable to the extent any confidentiality restrictions are violated by any other Initial Lender. Each Initial Lender shall be liable for any violation of the confidentiality restrictions set forth herein by any of its employees or directors. The obligations under this paragraph of the Administrative Agent and the Initial Lenders and each of their respective affiliates, if any, shall terminate automatically and be superseded by the confidentiality provisions in the Facility Documentation to which the Administrative Agent or the Initial Lenders are party upon the execution and delivery thereof and in any event shall terminate on the second anniversary of the date hereof.

6. PATRIOT Act Notification . The Administrative Agent hereby notifies you that pursuant to the requirements of the USA Patriot Act, Title III of Pub. L. 107-56 (signed into law October 26, 2001) (the “ Patriot Act ”), it is required to obtain, verify and record information that identifies Trican, the Parent and each other Loan Party in accordance with the Patriot Act. This notice is given in accordance with the requirements of the Patriot Act and is effective for the Initial Lenders. You hereby acknowledge and agree that the Administrative Agent shall be permitted to share any or all such information with the Initial Lenders.

7. Other Services . You acknowledge that the Administrative Agent, the Initial Lenders and their affiliates may be providing debt financing, equity capital or other services (including financial advisory services to other companies with which you or your affiliates may have conflicting interests regarding the Transactions and otherwise and that the Administrative Agent and the Initial Lenders may act as they deem appropriate in acting in such capacities. You further acknowledge and agree that (a) no fiduciary, advisory or agency relationship between you and the Administrative Agent or the Initial Lenders is intended to be or has been created in respect of any of the transactions contemplated by this Commitment Letter, irrespective of whether the Administrative Agent or the Initial Lenders have advised or are advising you on other matters, (b) the Administrative Agent or the Initial Lenders, on the one hand, and you, on the other hand, have an arm’s-length business relationship that does not directly or indirectly give rise to, nor do you rely on, any fiduciary duty on the part of the Administrative Agent or the

Commitment Letter, dated January 25, 2016, among Beal Bank USA, KGH Intermediate Holdco II, LLC and Keane Frac, LP

Page 7 of 11

Initial Lenders in respect of the transactions contemplated by this Commitment Letter, (c) you are capable of evaluating and understanding, and you understand and accept, the terms, risks and conditions of the transactions contemplated by this Commitment Letter, (d) you have been advised that the Administrative Agent and the Initial Lenders are engaged in a broad range of transactions that may involve interests that differ from your interests and that neither the Administrative Agent nor the Initial Lenders have any obligation to disclose such interests and transactions to you by virtue of any fiduciary, advisory or agency relationship in respect of the transactions contemplated by this Commitment Letter, and (e) you waive, to the fullest extent permitted by law, any claims you may have against the Administrative Agent and the Initial Lenders for breach of fiduciary duty or alleged breach of fiduciary duty, in each case, in connection with the transactions contemplated by this Commitment Letter, and agree that neither the Administrative Agent nor the Initial Lenders shall have any liability (whether direct or indirect) to you in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of you, including your stockholders, employees or creditors. You shall consult with your own advisors concerning such matters and shall be responsible for making your own independent investigation and appraisal of the transactions contemplated hereby (including, without limitation, with respect to any consents needed in connection therewith), and neither the Administrative Agent nor the Initial Lenders shall have any responsibility or liability to you with respect thereto. Any review by the Administrative Agent or the Initial Lenders of you, the Transactions, the other transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Administrative Agent or the Initial Lenders and shall not be on behalf of you or any of your affiliates. None of the Administrative Agent, the Initial Lenders or any of their affiliates will furnish confidential information obtained from you or your affiliates or on your or their behalf by your or their respective representatives by virtue of the transactions contemplated hereby to other persons in connection with the performance of services for such other persons. You also acknowledge that the Administrative Agent and the Initial Lenders have no obligation in connection with the Transactions to use, or to furnish to you or your subsidiaries, confidential information obtained from other companies or entities. Additionally, you acknowledge and agree that neither the Administrative Agent nor the Initial Lenders are advising you as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction (including, without limitation, with respect to any consents needed in connection with the transactions contemplated hereby).

You further acknowledge that each of the Initial Lenders and their respective affiliates may be engaged in bank lending activities. In the ordinary course of business, the Initial Lenders may provide bank lending services to, and/or acquire, hold or sell, for its own accounts, debt and other securities and financial instruments (including loans and other obligations) of, you, Trican and other companies with which you or the direct or indirect equityholders of the Parent may have commercial or other relationships. With respect to any financial instruments so held by any Initial Lender, its affiliates or any of their respective customers, all rights in respect of such financial instruments (including bank loans), including any voting rights, will be exercised by the holder of the rights, in its sole discretion.

8. Expiration of Commitments . This Commitment Letter and the commitments of the Initial Lenders and the undertakings of the Administrative Agent set forth herein shall, in the

Commitment Letter, dated January 25, 2016, among Beal Bank USA, KGH Intermediate Holdco II, LLC and Keane Frac, LP

Page 8 of 11

event this Commitment Letter is accepted by you as provided in the last paragraph hereof, automatically terminate without further action or notice at the earliest of (i) 5:00 p.m. (New York Time) on March 30, 2016, if the Closing Date shall not have occurred by such time (the “ Expiration Date ”), which date may be extended at your option for an additional 90 days upon written notice from you to us at least 5 days prior to the Expiration Date with the payment of the applicable Ticking Fee (as defined below), unless you and we shall, in our sole discretion, agree to another extension, (ii) the termination of the Acquisition Agreement in accordance with its terms, (iii) the consummation of the Trican Acquisition without the use of the Term Loan Credit Facility and (iv) the execution and delivery of the Facility Documentation. For purposes hereof, “ Ticking Fee ” shall mean a ticking fee, payable to the Initial Lenders on the Expiration Date, in an aggregate amount equal to 0.75% of our commitment in respect of the Term Loan Facility on the date hereof (i.e. $100,000,000); provided , that if the Closing Date occurs prior to the expiry of the extended commitment period described in clause (i) above, a pro-rated portion of the Ticking Fee paid (based on (a) the number of days remaining after the Closing Date to the end of such extended commitment period divided by (b) 90) shall be creditable against the closing fees described in the Term Sheet under the section heading “Closing Fees” payable to the Initial Lenders on the Closing Date.

9. Binding Obligations . Each of the parties hereto agrees that this Commitment Letter is a binding and enforceable agreement with respect to the subject matter contained herein, including the commercially reasonable negotiation of the Facility Documentation by the parties hereto in a manner consistent with this Commitment Letter, it being understood and agreed that the funding of the Term Loan Facility remains subject to conditions precedent as set forth in the Conditions Annex.

10. Survival . The indemnification, reimbursement, confidentiality, jurisdiction, governing law, no agency or fiduciary duty, venue and waiver of jury trial contained herein shall remain in full force and effect regardless of whether the Facility Documentation shall be executed and delivered and notwithstanding the termination of this Commitment Letter or the commitments hereunder; provided that (a) on the Closing Date, all provisions shall automatically be superseded by the Facility Documentation and you and we shall automatically be released from all liability in connection therewith at such time and (b) so long as the Closing Date has not occurred, you may terminate this Commitment Letter (other than in respect of the confidentiality, indemnification, reimbursement, jurisdiction, governing law, no agency or fiduciary duty, venue and waiver of jury trial provisions) upon written notice to the Administrative Agent and the Initial Lenders at any time (subject to the preceding provisions); provided , however , in any event we shall be entitled to retain the Commitment Fee paid pursuant to last paragraph hereof.

11. Governing Law, Etc . This Commitment Letter supersedes all prior agreements and understandings relating to the subject matter hereof. No party has been authorized by us to make any oral or written statements inconsistent with this Commitment Letter. This Commitment Letter and the commitments hereunder shall not be assignable by you without our prior written consent, and any purported assignment without such consent shall be null and void, ab initio . This Commitment Letter is intended to be for the benefit of the parties hereto and is not intended to confer any benefits upon, or create any rights in favor of, any person other than the parties hereto (and in the case of the Administrative Agent and the Initial Lenders and any of

Commitment Letter, dated January 25, 2016, among Beal Bank USA, KGH Intermediate Holdco II, LLC and Keane Frac, LP

Page 9 of 11

their respective successors or permitted assigns), the Initial Lenders and, with respect to the indemnification provided under the heading “Indemnification,” each Indemnified Party. This Commitment Letter may be executed in separate counterparts and delivery of an executed signature page of this Commitment Letter by facsimile or electronic mail shall be effective as delivery of manually executed counterpart hereof. This Commitment Letter may only be amended or modified by an agreement in writing signed by each of you and us, and shall remain in full force and effect and not be superseded by any other documentation unless such other documentation is signed by each of you and us and expressly states that this Commitment Letter is superseded thereby. We may place advertisements in financial or other newspapers and periodicals or on a home page or similar place for dissemination of information on the Internet or World Wide Web as we may choose, and circulate similar promotional materials, after the closing of the Transactions in the form of a “tombstone” or otherwise describing the names of you and your affiliates (or any of them), and the amount, type and closing date of such Transactions, all at such party’s expense solely with your prior written consent. This Commitment Letter, and any claim, controversy or dispute arising under or relating to this Commitment Letter, shall be governed by, and construed and enforced in accordance with, the laws of the State of New York; provided , however , that (a) the interpretation of the definition of Material Adverse Effect and whether there shall have occurred a Material Adverse Effect, (b) whether the representations and warranties made with respect to Trican in the Acquisition Agreement are accurate and whether as a result of any inaccuracy thereof you have (or your affiliate has) the right to terminate your obligations under the Acquisition Agreement, or to decline to consummate the Trican Acquisition, and (c) whether the Trican Acquisition has been consummated in accordance with the terms of the Acquisition Agreement, shall be determined in accordance with the laws of the State of Delaware without regard to conflict of laws principles that would result in the application of the laws of another jurisdiction. The parties hereto hereby irrevocably waive any right to trial by jury in any action, proceeding, suit, claim or counterclaim brought by or on behalf of any party related to or arising out of this Commitment Letter or the performance of services hereunder or thereunder . The parties hereto hereby submit to the exclusive jurisdiction of the federal and New York State courts located in New York County in the Borough of Manhattan (and appellate courts thereof) in connection with any dispute related to this Commitment Letter or any of the matters contemplated hereby or thereby, and agree that service of any process, summons, notice or document by registered mail addressed to you or us at the addresses set forth on the signature pages hereto shall be effective service of process against you or us, as applicable, for any suit, action or proceeding relating to any such dispute. The parties hereto irrevocably and unconditionally waive any objection to the laying of such venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding has been brought in an inconvenient forum. A final judgment in any such suit, action or proceeding brought in any such court may be enforced in any other courts to whose jurisdiction you and we are or may be subject by suit upon judgment.

If you are in agreement with the foregoing, please indicate acceptance of the terms hereof by (a) signing the enclosed counterpart of this Commitment Letter and returning it to the Administrative Agent, (b) paying all invoiced Expenses due on the date hereof pursuant to Section 4(b), and (c) paying to the Administrative Agent (for the account of the Initial Lenders) an amount equal to 1.0% of the aggregate commitments in respect of the Term Loan Facility

Commitment Letter, dated January 25, 2016, among Beal Bank USA, KGH Intermediate Holdco II, LLC and Keane Frac, LP

Page 10 of 11

provided by the Initial Lender, i.e., 1.0% of $100 million, or $1 million, (the “ Commitment Fee ”), in each case, by no later than 5:00 p.m. (New York Time) on January 26, 2016. This Commitment Letter, the commitments of the Initial Lenders and the undertakings of the Administrative Agent set forth herein, shall automatically terminate at such time without further action or notice unless (a) signed counterparts of this Commitment Letter shall have been delivered to the Administrative Agent and (b) the Administrative Agent shall have received the Commitment Fee, in each case, in accordance with the terms of the immediately preceding sentence. The Commitment Fee shall be paid in immediately available funds in U.S. dollars and you agree that (i) the Commitment Fee shall not be subject to any reduction by way of set-off or counterclaim, (ii) once paid the Commitment Fee shall not refundable or creditable under any circumstances, except as expressly provided in the Term Sheet, (iii) the Commitment Fee shall be in addition to your obligation to pay Expenses pursuant to the terms hereof (including clause (b) of the second preceding sentence) and (iv) the Initial Lenders may share all or any portion of the Commitment Fee with their respective affiliates in their sole discretion.

[Signature Pages Follow]

Commitment Letter, dated January 25, 2016, among Beal Bank USA, KGH Intermediate Holdco II, LLC and Keane Frac, LP

Page 11 of 11

Execution Version


Sincerely,

BEAL BANK USA

By:	/s/ Jacob Cherner
	Name:	Jacob Cherner
	Title:	Authorized Signatory


Notice Address: 6000 Legacy Drive
Plano, TX 75024

Signature Page to Commitment

Letter, dated January 25, 2016,

among Beal Bank USA, KGH

Intermediate Holdco II, LLC and

Keane Frac, LP


Agreed to and accepted as of the date first above written:
KGH INTERMEDIATE HOLDCO II, LLC

By:	KGH Intermediate Holdco I, LLC, its Managing Member

By:	Keane Group Holdings, LLC, its Managing Member

By:	/s/ Gregory Powell
	Name:	Gregory Powell
	Title:	Vice President and Chief Financial Officer

Notice Address: Sage Park 1

2121 Sage Road, Suite 370

Houston, Texas 77056


KEANE FRAC, LP

By:	Keane Frac GP, LLC, its General Partner

By:	KGH Intermediate Holdco II, LLC, its Managing Member

By:	KGH Intermediate Holdco I, LLC, its Managing Member

By:	Keane Group Holdings, LLC, its Managing Member

By:	Gregory Powell
	Name:	Gregory Powell
	Title:	Vice President and Chief Financial Officer

Notice Address: Sage Park 1

2121 Sage Road, Suite 370

Houston, Texas 77056

Signature Page to Commitment

Letter, dated January 25, 2016,

among Beal Bank USA, KGH

Intermediate Holdco II, LLC and

Keane Frac, LP

ANNEX A

KGH INTERMEDIATE HOLDCO II, LLC and

KEANE FRAC, LP

SENIOR SECURED TERM LOAN FACILITY

SUMMARY OF PRINCIPAL TERMS AND CONDITIONS


Borrower :		KGH Intermediate Holdco II, LLC and Keane Frac, LP (collectively, the “ Borrower ”); provided , that the Term Loan (as defined below) funded on the Closing Date shall be funded solely to Keane Frac, LP.

Guarantors :		KGH Intermediate Holdco I, LLC (the “ Parent ”) and all domestic subsidiaries of the Parent that are not the Borrower, but in any event to exclude domestic subsidiaries of non-US subsidiaries that are “controlled foreign corporations” as defined in Section 957 of the Internal Revenue Code, as amended (a “ CFC ”), and domestic subsidiaries that do not own assets other than stock of one or more non-US subsidiaries that are CFCs (individually, a “ Guarantor ”, and, collectively, the “ Guarantors ”, and together with the Borrower, individually a “ Loan Party ” and, collectively, the “ Loan Parties ”).

Lenders :		CSG Investments and/or one or more of its affiliates and each other bank, financial institution or other entity that becomes a lender by assignment pursuant to the terms of the Facilities Documentation (collectively, the “ Lenders ”).

Administrative Agent :		CLMG Corp. (or an affiliate thereof) will act as sole and exclusive administrative agent and sole and exclusive collateral agent (in such capacity, the “ Administrative Agent ”) for the Lenders (as defined below) and will perform the duties customarily associated with such role.

Closing Date :		The date of the funding of the Term Loan Facility (the “ Closing Date ”).

Term Loan Facility :		A term loan credit facility (the “ Term Loan Facility ”) consisting of a term loan (the “ Term Loan ”) to be made on the Closing Date in an aggregate principal amount of $100,000,000.

		Use of Proceeds : The proceeds of the Term Loan Facility will be used solely by Keane Frac, LP to fund the purchase price in respect of the Trican Acquisition in accordance with the Acquisition Agreement and to pay costs, fees and expenses relating to the Transactions.

Annex A to Commitment Letter, dated January 25, 2016, among Beal Bank USA, KGH Intermediate HoldCo II, LLC and Keane Frac, LP


		Availability : The full principal amount of the Term Loan Facility shall be drawn in a single drawing on the Closing Date. Amounts borrowed under the Term Loan Facility that are repaid or prepaid may not be reborrowed

		Maturity Date : The Term Loan Facility shall mature on the earlier of (a) the fifth anniversary of the Closing Date and (b) to the extent that the loans or obligations evidenced by the notes under the Company’s NPA Facility (as defined below) mature on or prior to the fifth anniversary of the Closing Date, the date that is 91 days prior to the earlier of (i) such fifth anniversary and (ii) the date of the maturity of the loans or obligations evidenced by the notes under the Company’s NPA Facility (the “ Maturity Date ”).

		Amortization : Commencing at the end of the first full calendar quarter ending after the Closing Date, the Term Loan will amortize in equal quarterly principal installments in an annual amount equal to $2,500,000 ($625,000 per quarter), with the remaining balance payable in full on the Maturity Date.

Optional Prepayments :		The Borrower may voluntarily prepay the principal amount of the Term Loan (together with accrued but unpaid interest thereon) in whole or in part at any time and from time to time upon notice (in a minimum principal amount of $5,000,000 and in multiples to be agreed upon), subject to breakage costs, if any, and the payment of the premium described under the heading “Exit Fee” below. Voluntary prepayments of principal will be applied to LIBOR borrowings and/or Base Rate borrowings constituting the Term Loan in inverse order of maturity, ratably among the Lenders.

Exit Fee :		Upon the repayment if full of all outstanding Term Loans, whether by voluntary or mandatory prepayment, at scheduled maturity or as a result of the acceleration of the Term Loans, an amount equal to $20,000,000 less the aggregate amount of interest payments (other than the portion thereof attributable to LIBOR (as defined below)) received by the Lenders to such repayment or prepayment date. In no event shall the Exit Fee be less than zero.

Annex A to Commitment Letter, dated January 25, 2016, among Beal Bank USA, KGH Intermediate HoldCo II, LLC and Keane Frac, LP

A-2


Mandatory Prepayments :	The Term Loan shall be prepaid with:

	1.	100% of Excess Cash Flow for the immediately preceding fiscal year (commencing with the fiscal year ending December 31, 2016 (and for such fiscal year only, the relevant Excess Cash Flow measurement period will be from the Closing Date to December 31, 2016)) minus any voluntary prepayment of the Term Loan made with Internally Generated Funds (as defined below) during such fiscal year, on a dollar for dollar basis, with each such Excess Cash Flow payment to be payable on the date that is five days following the last day of such fiscal year; provided that such 100% shall be subject a single step down to 50% at such time as when the principal amount of Term Loans have been reduced by at least $50,000,000 solely due to scheduled amortization payments and Excess Cash Flow payments made pursuant to this paragraph, in each case made in cash from any cash receipts of the Borrower and its subsidiaries from any source other than proceeds from the sale or disposition of assets, condemnation and casualty events, the issuance of debt and the issuance of (or contribution to) equity (such cash receipts “ Operating Revenue ”);

	2.	100% of the net cash proceeds (to be defined in accordance with the Documentation Principles) of all asset sales, casualty and condemnation events or other dispositions of assets of the Borrower or any of its subsidiaries (subject to reinvestment rights in accordance with the Documentation Principles in the case of net cash proceeds from casualty or condemnation events and an exception for asset sales and other dispositions not exceeding $100,000 in any fiscal year);

	3.	100% of the net cash proceeds of issuances, offerings or placements of debt obligations of the Borrower and its subsidiaries (other than permitted indebtedness), payable on the date of receipt thereof; and

	4.	100% of the net cash proceeds of issuances, offerings or placements of any equity by the Borrower or any of its subsidiaries (other than

Annex A to Commitment Letter, dated January 25, 2016, among Beal Bank USA, KGH Intermediate HoldCo II, LLC and Keane Frac, LP

A-3


				equity cure amounts, equity proceeds that are contemporaneously used to fund permitted investments and other exceptions to be mutually agreed upon), payable no later than five business days following the date of receipt.

		All mandatory prepayments of the Term Loan shall be applied to LIBOR borrowings and/or Base Rate borrowings constituting the Term Loan in inverse order of maturity, ratably among the Lenders. In the event a Lender shall decline to receive all or any portion of any mandatory prepayment, the Borrower shall have the right to make an optional prepayment on the Term Loan in a principal amount equal to the amount rejected by such Lenders, without any premium or penalty other than breakage costs, if any, and the payment of the premium described under the heading “Exit Fee” above.

		“ Excess Cash Flow ” shall be defined in a manner mutually satisfactory to the Borrower and the Administrative Agent in the Facility Documentation, but shall broadly be defined for any fiscal year of the Borrower, or portion thereof in the case of the Borrower’s fiscal year 2016 (each such period, the “ Applicable Period ”), as the sum of:

		(a) the excess of (x) the aggregate amount of cash, cash equivalents and other investments on deposit in all of the deposit, securities and other accounts of the Borrower and its subsidiaries (other than (1) accounts of Keane Completions CN Corp. having an aggregate balance on deposit not in excess of $3,000,000 (with no further deposits to be made therein) and (2) such other accounts as may be agreed to in writing by the Administrative Agent) (each such account, an “ ECF Account ”) at the end of the last day of any Applicable Period over (y) the aggregate amount of cash, cash equivalents and other investments on deposit in all of the ECF Accounts at the beginning of the first day of such Applicable Period (in each case (i) after giving effect to the aggregate reduction in cash in such ECF Accounts due to payments to be made in such Applicable Period to satisfy such Excess Cash Flow mandatory prepayment required in the immediately preceding Applicable Period and (ii) excluding cash in such ECF Accounts that is proceeds from events subject to the mandatory prepayments provisions set forth in paragraphs 2, 3 or 4 above of this Section), plus

Annex A to Commitment Letter, dated January 25, 2016, among Beal Bank USA, KGH Intermediate HoldCo II, LLC and Keane Frac, LP

A-4


	(b) any Growth Capital Expenditures that are not either (x) consented to by the Required Lenders (as defined below) or (y) funded with proceeds from the issuance of (or contribution to) equity.

	“ Growth Capital Expenditures ” means Capital Expenditures of the Loan Parties in connection with the purchase, construction or other acquisition of new fixed assets (excluding any amounts (x) used to maintain, repair, renew, replace, retrofit, restore, reorganize (i.e. repositioning of fixed assets), reconfigure, substitute or otherwise replace any fixed assets, or required to be made in accordance with applicable law or any governmental authority, or (y) paid in connection with the consummation of a Permitted Acquisition).

	“ Internally Generated Funds ” shall mean, with respect to any entity, (a) Operating Revenue and (b) proceeds from the incurrence of extensions of credit under that certain Amended and Restated Revolving Credit and Security Agreement (as in effect on the date hereof, the “ Revolving Credit Facility ”), dated as of August 8, 2014, by and among PNC Bank, National Association, as lender and agent, and certain of the Loan Parties).

Permitted Acquisitions :	The Borrower and its subsidiaries will be able to make acquisitions of domestic entities and assets located in the United States (each, an “ Acquisition ”) that meet the following criteria:

	(a)	The Borrower has (i) given the Administrative Agent written notice of any such acquisition at least ten (10) days prior to the expected closing date (or such lesser notice as the Administrative Agent may otherwise agree) and (ii) provided the Administrative Agent with such financial and other information concerning any such Acquisition as the Administrative Agent may reasonably request;

	(b)	The target company is in the same, similar or supplementary line of business as the Borrower or any of its subsidiaries, or the assets being acquired comprise a business or a line of business or business unit or division of an ongoing business which is the same, similar or supplementary to the lines of business of the Borrower or any of its subsidiaries as of the Closing Date;

Annex A to Commitment Letter, dated January 25, 2016, among Beal Bank USA, KGH Intermediate HoldCo II, LLC and Keane Frac, LP

A-5


	(c)	The Borrower will be given credit for the LTM Adjusted EBITDA (to be defined in a manner to be mutually agreed upon) contribution of any acquisition when calculating covenants;

	(d)	The Borrower shall have provided the Administrative Agent with (i) evidence that (x) it will be in compliance with a Fixed Charge Coverage Ratio of not less than 1.0:1.0 and (y) the Total Net Leverage Ratio (to be defined in a manner to be mutually agreed upon) will not exceed 3.50:1.00, in each case after giving pro forma effect to such Acquisition, and (ii) projections showing the projected calculation of the Fixed Charge Coverage Ratio for the twelve month period following the consummation of such Acquisition;

	(e)	Both immediately before and immediately after giving effect to such Acquisition, no event of default shall exist under the Facility Documentation; and

	(f)	The Borrower shall have executed such other documents as the Administrative Agent shall reasonably require in order for the Administrative Agent to obtain a first lien perfected security interest in all stock and assets, other than any Excluded Assets and subject to certain other exceptions consistent with the Facility Documentation, acquired by such entity.

Security :	The obligations under the Term Loan Facility will be secured by the following (the “ Collateral ”) (a) perfected first priority (subject to permitted liens as described in the Facility Documentation) security interests in and liens on (i) all of the Loan Parties’ existing and after-acquired tangible and intangible properties and assets (including, without limitation, the Fracking Fleet) other than the Revolving Credit Facility Priority Collateral, (ii) 100% of the stock of (or other voting ownership interests in) each Loan Party (other than the Parent) and (iii) 100% of the stock (or other voting ownership interests) owned by each Loan Party; provided , that in the case of any such stock pledge pursuant to this clause (iii), only 65% of the voting stock of (or other voting ownership interests in) first tier CFCs held by any such Loan Party and 100% of the non-voting stock (or other non-voting ownership) of such CFCs held by any such Loan Party will be required to be pledged

Annex A to Commitment Letter, dated January 25, 2016, among Beal Bank USA, KGH Intermediate HoldCo II, LLC and Keane Frac, LP

A-6


		(subclauses (a)(i), (a)(ii) and (a)(iii) collectively, the “ Term Priority Collateral ”) and (b) perfected second priority (subject to permitted liens as described in the Facility Documentation) security interests in and liens on the Revolving Credit Facility Priority Collateral.

		Notwithstanding the foregoing, (a) with respect to vehicles subject to certificates of title statutes having a value not in excess $10,000 individually or $5,000,000 in the aggregate (such vehicles, the “ Excluded Vehicles ”), the Borrower shall provide certificates of title with respect to the Excluded Vehicles to the Administrative Agent (within a mutually agreed upon time after the Closing Date), but shall not be required to take any action required to perfect the liens granted on the Excluded Vehicles (other than the filing of UCC-1 financing statements with the secretary of state of the appropriate jurisdictions), unless either (i) a default has occurred under the Term Loan Facility or (ii) the aggregate amount of principal of Term Loans prepaid pursuant to paragraphs 1 and 4 under the section above entitled “Mandatory Prepayments” and pursuant to any optional prepayment, in each case, in respect of the Borrower’s 2016 fiscal year is less than $5,000,000, in which case the Borrower shall, promptly following the Administrative Agent’s request, take all steps necessary to perfect the liens granted on the Excluded Collateral, including all steps that may be required pursuant to applicable certificate of title statutes, (b) the Borrower shall not be required to provide any leasehold mortgages (but shall be required to (1) obtain an Acceptable Landlord Waiver (as defined below) for each Designated Leased Property (as defined below) subject to a lease containing terms that expressly prevent or hinder the removal of any Collateral by the Borrower or the Administrative Agent even if the tenant is current in the payment of rent under such lease and (2) use commercially reasonable best efforts to obtain landlord or similar waivers with respect to each of its other leased properties, in each case having terms reasonably acceptable to the Administrative Agent (each such landlord or similar waiver, an “ Acceptable Landlord Waiver”); provided, that the aforementioned requirements shall not apply with respect to any leased property where the value of the Collateral thereon does not exceed $1,000,000 so long as the aggregate value of all Collateral located on leased properties that are not subject to Acceptable Landlord Waivers does not exceed $3,000,000

Annex A to Commitment Letter, dated January 25, 2016, among Beal Bank USA, KGH Intermediate HoldCo II, LLC and Keane Frac, LP

A-7


		(the requirements of this clause (b) with respect to leased properties, hereinafter referred to as the “ Landlord Waiver Requirements ” and each leased property not excluded by operation of the thresholds set forth in the proviso above, a “ Designated Leased Property ”)), and (c) the Borrower shall not be required to perfect security interests in certain assets with respect to which the cost of perfecting a security interest in such assets is excessive in relation to the benefit afforded thereby to the Lenders, as agreed between the Borrower and the Administrative Agent in writing in their good faith reasonable discretion.

		“ Revolving Credit Facility Priority Collateral ” means all of the Loan Parties’ existing and after-acquired accounts receivable and inventory and the “ABL Equipment” (as defined in the Revolving Credit Facility).

		Notwithstanding the foregoing, the Collateral will not include: (1) property in which a pledge or security interest is prohibited by applicable law, rule or regulation (but only for so long as such prohibition shall remain in effect); (2) any lease, license or other agreement to the extent that, on the Closing Date or, if later, the date the applicable Loan Party becomes a Guarantor, a grant of a security interest therein would violate or invalidate such lease, license or agreement or create a right of termination in favor of any other party thereto after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code, other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under the Uniform Commercial Code notwithstanding such prohibition; (3) any “intent to use” trademark applications; (4) deposit or securities accounts used solely for trust, payroll, payroll tax, or petty cash purposes or employee wage or welfare benefit payments and deposit and securities accounts with a de minimis average balance to be agreed upon; (5) any property and assets, the pledge of which would require approval, license or authorization of any governmental body, unless and until such consent, approval, license or authorization shall have been obtained or waived, and (6) other assets to be mutually agreed (collectively, the “ Excluded Assets ”).

		U.S. Bank National Association, as agent (the “ NPA Agent ”) under the Note Purchase Agreement (the “ NPA Facility ”) dated as of August 8, 2014, by and among certain of the Loan Parties, the purchasers party thereto (the

Annex A to Commitment Letter, dated January 25, 2016, among Beal Bank USA, KGH Intermediate HoldCo II, LLC and Keane Frac, LP

A-8


		“ Noteholders ”), and U.S. Bank National Association, as agent for the purchasers, shall, subject to the Documentation Principles, have separately perfected (x) second priority (subject to permitted liens as described in the Facility Documentation) security interests in and liens on the Term Priority Collateral and (y) third priority (subject to permitted liens as described in the Facility Documentation) security interests in and liens on the Revolving Credit Facility Priority Collateral.

		PNC Bank, National Association, as agent (the “ Revolving Agent ”) under the Revolving Credit Facility shall have first priority security interests in and liens on the Revolving Credit Facility Priority Collateral and no security interests in or liens on any other properties or assets of the Loan Parties.

		The priorities of the respective security interests and liens of the Administrative Agent, the NPA Agent and the Revolving Agent, and the exercise of certain of their rights and remedies with respect thereto (including certain rights in respect of bankruptcy proceedings) will be subject to one or more intercreditor agreements, which (a) in the case of the intercreditor agreement among the NPA Agent, the Revolving Agent and the Administrative Agent, shall be in form and substance reasonably satisfactory to the Administrative Agent and the Borrower and (b) in the case of the intercreditor agreement between the Administrative Agent and the NPA Agent, shall be on substantially the terms set forth in the Intercreditor Term Sheet attached as Exhibit B hereto and otherwise in form and substance reasonably satisfactory to the Administrative Agent and the Borrower.

		With respect to the intercreditor agreement between the Administrative Agent and the NPA Agent, the liens on the Collateral securing the obligations under the NPA Facility shall be subordinated to the liens on the Collateral securing the obligations under the Term Loan Facility in a manner consistent with the lien priorities set forth above, and shall address other matters, including payment priorities, bankruptcy matters and other related issues, in each case, on substantially the terms set forth in the Intercreditor Term Sheet attached as Exhibit B hereto and otherwise reasonably satisfactory to the Lenders and the Administrative Agent.

Annex A to Commitment Letter, dated January 25, 2016, among Beal Bank USA, KGH Intermediate HoldCo II, LLC and Keane Frac, LP

A-9


	As used herein, “ Fracking Fleet ” shall mean each of the fracking rigs, trucks and other vehicles and equipment of the Borrower and its subsidiaries used or useful for fracking.

Documentation :	The documentation for the Term Loan Facility will include, among other items, a credit agreement, guarantees, pledge and security agreements, mortgages and one or more intercreditor agreements (collectively, the “ Facility Documentation ”). The definitive terms of the Facility Documentation shall be negotiated in good faith, as promptly as reasonably practicable and shall: (a) reflect the provisions set forth in this Term Sheet, (b) take into account the operational requirements of the Parent and its subsidiaries in light of their industries, businesses and business practices, the size, industry and practices of the Parent and its subsidiaries after giving effect to the Transactions, (c) take into account regulatory requirements of the Lenders, (d) contain only those conditions to borrowing, mandatory prepayments, representations and warranties, covenants and events of default set forth or referred to in this Term Sheet, together with other customary loan document provisions and other terms and provisions and (e) permit the Borrower to amend, restate, modify, replace, refinance or otherwise change the existing Revolving Credit Facility in each case to permit the incurrence of revolving loans and other advances thereunder in an aggregate principal amount not to exceed the lesser of (x) $100,000,000 and (y) the sum of 90% of accounts receivable and 80% of inventory without the Initial Lender’s consent; provided , that any such amendment, restatement, modification, replacement, refinancing or other change (i) shall be on terms and conditions reasonably satisfactory to the Administrative Agent (including as to intercreditor arrangements) and (ii) shall not provide for any increase to the interest rate margin under the Revolving Credit Facility in excess of 200 bps (collectively, the “ Documentation Principles ”).

Interest:	At Borrower’s option, the Term Loan will bear interest based on the Base Rate or LIBOR, as described below:

	A.	Base Rate Option

	Base Rate borrowings will bear interest at the Base Rate plus the applicable margin specified below, calculated on the basis of the actual number of days elapsed in a year of

Annex A to Commitment Letter, dated January 25, 2016, among Beal Bank USA, KGH Intermediate HoldCo II, LLC and Keane Frac, LP

A-10


		365 days and payable quarterly in arrears. The Base Rate is defined as the highest of (i) the Federal Funds Rate, as published by the Federal Reserve Bank of New York, plus 1/2 of 1%, (ii) the “U.S. Prime Lending Rate” as published in The Wall Street Journal , and (iii) the one-month LIBOR on each day plus 1% (after taking into account the LIBOR floor).

		B.		LIBOR Option

		LIBOR borrowings will bear interest for periods (“ Interest Periods ”) of, at the option of the Borrower prior to the Closing Date (a) three, six or twelve months or (b) twelve months (the “ Twelve Month LIBOR Option ”), and will be at a rate per annum equal to the London Interbank Offered Rate (“ LIBOR ”) for the applicable Interest Period for the corresponding deposits of U.S. dollars, plus the applicable margin specified below. LIBOR for an Interest Period will be an interest rate per annum equal to the rate per annum obtained by dividing (a) the rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) equal to the British Bankers Association LIBOR Rate (“ BBA LIBOR ”) by Bloomberg, Reuters or other commercially available source providing quotations of BBA LIBOR, as designated by the Administrative Agent from time to time, at approximately 11:00 A.M. (London time) on the date that is two business days prior to the start of such Interest Period, as the London interbank offered rate for deposits in Dollars with a maturity corresponding to the applicable Interest Period, by (b) a percentage equal to 100% minus Eurodollar Rate Reserve Percentage for such Interest Period; provided that LIBOR will be deemed to be not less than 1.50% per annum unless the Borrower chooses the Twelve Month LIBOR Option. Interest will be paid at the end of each Interest Period or, in the case of Interest Periods longer than three months, quarterly, and will be calculated on the basis of the actual number of days elapsed in a year of 360 days. LIBOR will be adjusted for maximum statutory reserve requirements (if any).

		LIBOR borrowings will be in minimum amounts (and minimum multiples thereof) to be agreed upon.

		The applicable margin will be (i) 7.00% per annum with respect to LIBOR borrowings and (ii) 6.00% per annum with respect to Base Rate borrowings.

Annex A to Commitment Letter, dated January 25, 2016, among Beal Bank USA, KGH Intermediate HoldCo II, LLC and Keane Frac, LP

A-11


Default Interest and Fees :		Interest will accrue (i) on any overdue payment of principal at a rate of 2.0% per annum plus the rate otherwise applicable to such principal and (ii) on any overdue payment of any other amount, at a rate of 2.0% per annum plus the non-default interest rate then applicable to Base Rate loans under the Term Loan Facility. Default interest shall be payable on demand.

Closing Fees :		On the Closing Date, the Borrower shall pay to the Administrative Agent for the account of the Term Loan Lenders a closing fee equal to (a) 2.00% of the aggregate principal amount of the Term Loan minus (b) the amount of the Commitment Fee paid to the Administrative Agent by the Parent on the date of the execution of the Commitment Letter minus (c) the portion (if any) of the Ticking Fee paid pursuant to Section 8 of the Commitment Letter that is creditable against the closing fee payable pursuant to preceding clause (a).

Conditions to Credit Extension :		Conditions precedent to the extension of credit under the Term Loan Facility will be only those set forth in the Conditions Exhibit A, subject in all respects to the Certain Funds Provision.

Representations and Warranties :		Limited to the following and subject, where applicable, to materiality qualifiers, exceptions and thresholds to be mutually agreed in a manner consistent with the Documentation Principles (and applicable to the Borrower, the Guarantors and its or their subsidiaries (and with respect to certain representations and warranties, all of their subsidiaries)): corporate status; power and authority; due authorization, execution and delivery; legal, valid and binding documentation; governmental approvals and consents; litigation and investigations; use of proceeds; no violation of, or conflicts with material, contractual obligations; compliance with organizational documents, laws and regulations (including margin regulations); Investment Company Act; accuracy of disclosure; payment of taxes; equity interests and ownership; subsidiaries; ownership of the Collateral (including the Fracking Fleet) and other assets; ownership, leasehold or other title or right to use material properties; status as senior indebtedness; transactions with affiliates; no condemnation or casualty event; insurance; flood insurance status; no default; accuracy of financial statements; no Material Adverse Change (to be defined in the Facility Documentation); disclosure of all ECF Accounts; intellectual property;

Annex A to Commitment Letter, dated January 25, 2016, among Beal Bank USA, KGH Intermediate HoldCo II, LLC and Keane Frac, LP

A-12


		inapplicability of the Investment Company Act; solvency; ERISA and labor matters; PATRIOT Act, OFAC; FCPA; other anti-bribery, anti-money laundering and anti-terrorism laws; validity, priority and perfection of security interests in the Collateral; environmental matters; each of the individual Fracking Fleets in good operating condition and repair and usable in the ordinary course of business; in each case subject, on the Closing Date, to the Certain Funds Provision.

Affirmative Covenants :		Limited to the following and subject, where applicable, to materiality qualifiers, exceptions and baskets to be mutually agreed in a manner consistent with the Documentation Principles (and applicable to the Borrower, the Guarantors and its or their subsidiaries): maintenance of corporate existence and rights; performance of obligations and enforcement of obligations under all material contracts; delivery of consolidated financial statements, related certificates and other financial and operational information, and including information required under the PATRIOT Act; delivery of notices of default, litigation, Material Adverse Change and other material events; maintenance of properties in good working order; corporate separateness; maintenance of each of the individual Fracking Fleets in good operating condition and repair and usable in the ordinary course of business, maintenance of other Collateral and properties in good working order and other capital expenditure requirements; maintenance of insurance in accordance with insurance requirements to be agreed; payment of taxes; compliance with laws and regulations; environmental matters; maintenance or books and records; inspection of books and properties; use of proceeds; payment of fees; maintenance of material consents, approvals, licenses and permits and franchise rights; compliance with OFAC, FCPA, anti-bribery, anti-money laundering and antiterrorist laws; ERISA matters; disclosure of new ECF Accounts; additional loan parties and other further assurances on Collateral matters (including, without limitation, with respect to continued perfection of security interests, additional guarantees and security interests in after-acquired property); and compliance with the Landlord Waiver Requirements, provided , that if on the 90th day following the Closing Date any of the Borrower or its subsidiaries’ Designated Leased Properties is not subject to an Acceptable Landlord Waiver, then the Borrower shall

Annex A to Commitment Letter, dated January 25, 2016, among Beal Bank USA, KGH Intermediate HoldCo II, LLC and Keane Frac, LP

A-13


		promptly (and in any event within 120 days after the Closing Date) deliver into an escrow account maintained with the Administrative Agent, subject to escrow arrangements reasonably acceptable to the Administrative Agent, cash in an aggregate amount equal to at least six months’ rent for such Designated Leased Property not subject to an Acceptable Landlord Waiver and the Borrower shall provide the Administrative Agent with periodic updates as to compliance with this covenant.

Financial Reporting :		The Borrower shall be required to provide to the Administrative Agent and the Lender the following financial reporting information:

		a. Monthly financial statements, within 45 days after each fiscal month-end (or, in the case of the first monthly financial statements to be delivered following the Closing Date, a longer period to be agreed upon);

		b. Quarterly financial statements (including comparisons to prior year and to budget), and an MD&A (including comparisons to prior quarters and prior years), within 60 days after each fiscal quarter-end (or, in the case of the first quarterly financial statements to be delivered following the Closing Date, a longer period to be agreed upon);

		c. Annual audited financial statements (including comparisons to prior year and to budget), within 120 days after each fiscal year-end (or, in the case of the first annual audited financial statements to be delivered following the Closing Date, a longer period to be agreed upon);

		d. Quarterly financial covenant compliance certificates (if applicable);

		e. Monthly account statements for each ECF Account of the Borrower and its subsidiaries;

		f. Quarterly calculation of Excess Cash Flow, in each case within 10 Business Days after each fiscal quarter-end;

		g. Annual calculation of Excess Cash Flow within 10 Business Days after each fiscal year, together with

Annex A to Commitment Letter, dated January 25, 2016, among Beal Bank USA, KGH Intermediate HoldCo II, LLC and Keane Frac, LP

A-14


		the account statement for each ECF Account of the Borrower and its subsidiaries to the extent not delivered pursuant to clause (e) above;

		h. Annual one-year budgets (on a quarter-by-quarter basis) no later than 30 days prior to each fiscal year-end (or, in the case of the budget for the first fiscal year following the Closing Date, a later date to be agreed upon); and

		i. Promptly, such additional financial information as the Administrative Agent (or any Lender through the Administrative Agent) may from time to time reasonably request.

Negative Covenants :		Limited to the following and subject, where applicable, to materiality qualifiers, exceptions and baskets to be mutually agreed in a manner consistent with the Documentation Principles (and applicable to the Borrower, the Guarantors and its or their subsidiaries): limitations on dividends and distributions on, and redemptions and repurchases of, equity interests and other restricted payments; limitations on prepayments, redemptions and repurchases of permitted subordinated, junior lien or unsecured debt; limitations on amendments to organizational documents and documentation relating to certain material indebtedness; limitations on liens; limitations on investments; limitations on debt (including limitations on guarantees, swaps and hedges); limitations on mergers, consolidations, liquidations and dissolutions; limitations on transfers of equity interests; limitations on speculative transactions; limitations on asset sales, dispositions or transfers (including leases); limitations on transactions with affiliates; limitations on changes in business conducted by the Loan Parties; limitations on amendment, waiver or termination of Customer Contracts (as defined below) or any other material agreements in a manner materially adverse to the Lenders or the Administrative Agent; changes of fiscal year and other accounting changes; limitations on sale and lease-back transactions; limitations on creation of subsidiaries or joint ventures; limitations on restrictions on ability of subsidiaries to pay dividends, make distributions or transfer assets; and no further negative pledges.

Available Amount Basket :		The negative covenants will permit utilization of the retained portion of Excess Cash Flow and proceeds of

Annex A to Commitment Letter, dated January 25, 2016, among Beal Bank USA, KGH Intermediate HoldCo II, LLC and Keane Frac, LP

A-15


		equity contributions (other than disqualified equity and cure equity) for investments, acquisitions and prepayments of junior lien, unsecured and subordinated debt; provided that (i) in each case, no event of default has occurred and is continuing or shall occur as a result thereof and (ii) in the case of prepayments of junior lien, unsecured and subordinated debt, the Borrower shall have provided the Administrative Agent with evidence that (x) it will be in compliance with a Fixed Charge Coverage Ratio of not less than 1.00:1.00 and (y) the Total Net Leverage Ratio will not exceed 3.50:1.00, in each case after giving pro forma effect to such payment.

Financial Covenant:		Subject to the Documentation Principles, limited to a springing minimum Fixed Charge Coverage Ratio of 1.0:1.0, to be defined in a manner mutually satisfactory to the Borrower and the Administrative Agent in the Facility Documentation, but shall broadly be defined as the sum of Adjusted EBITDA minus unfinanced capital expenditures minus cash taxes minus tax distributions to the Parent’s parent company (the “ Ultimate Parent ”) minus cash payments in connection with capitalized lease obligations, divided by the sum of cash interest expense plus scheduled amortization payments.

		The financial covenant shall be tested quarterly commencing with the first quarter following the Borrower’s failure to maintain Excess Availability (as defined below) of less than $20,000,000. Sponsor will have an equity cure right with respect to the financial covenant as more fully described below.

		“ Excess Availability ” shall be comprised of excess availability under the Revolving Credit Facility plus cash and cash equivalents (to the extent not already included in the Borrowing Base), in each case on deposit in an account subject to a control agreement in favor of the Administrative Agent.

Equity Cure Right :		The Fixed Charge Coverage Ratio covenant will be subject to equity cure rights, which shall permit cash contributions of additional common (or qualified preferred) equity by the equity holders of the Ultimate Parent to the Borrower (each, a “ Specified Equity Contribution ”), the amounts of which will be added to EBITDA solely for purposes of calculating the Fixed Charge Coverage Ratio, provided that (a) there shall be no more than one Specified Equity

Annex A to Commitment Letter, dated January 25, 2016, among Beal Bank USA, KGH Intermediate HoldCo II, LLC and Keane Frac, LP

A-16


		Contribution for any consecutive four fiscal quarter period, (b) there shall be no more than two Specified Equity Contributions during the term of the Term Loan Facility, (c) the amount of any such Specified Equity Contribution shall be no greater than the amount of EBITDA required to cause the Borrower to be in compliance with the Fixed Charge Coverage Ratio and (d) such equity contribution shall be excluded for any other purpose of the Facility Documentation (and in any event shall not increase the Available Amount Basket).

Events of Default :		Limited to the following and subject, where applicable, to materiality qualifiers, thresholds and grace periods to be mutually agreed in a manner consistent with the Documentation Principles (and applicable to the Borrower, the Guarantors and its or their subsidiaries (and with respect to certain events of default, all of their subsidiaries)): nonpayment of principal, interest or other amounts; violation of covenants; incorrectness of representations and warranties in any material respect (or in any respect with respect to any representations and warranties already qualified by materiality); cross default and cross acceleration to material indebtedness; bankruptcy and other insolvency-related defaults; material judgments; actual or asserted invalidity of guarantees or security documents or other Facility Documentation; failure to obtain, maintain and/or comply with any material governmental approval or permit; abandonment; impairment of title or security interests in Collateral; loss of lien priority; ERISA events; and change of control (to be defined in a manner mutually acceptable to the Administrative Agent and the Borrower).

Assignments and Participations :		Each Lender may assign all or, subject to minimum amounts to be agreed, a portion of its loans and commitments under the Term Loan Facility. Assignments will require payment of an administrative fee to the Administrative Agent and the consents of the Administrative Agent and the Borrower, which consents shall not be unreasonably withheld or delayed; provided that (i) no consents shall be required for an assignment of Term Loans to an existing Lender or an affiliate or approved fund of an existing Lender and (ii) no consent of the Borrower shall be required when an event of default is continuing. In addition, each Lender may sell participations in all or a portion of its loans and

Annex A to Commitment Letter, dated January 25, 2016, among Beal Bank USA, KGH Intermediate HoldCo II, LLC and Keane Frac, LP

A-17


		commitments under the Term Loan Facility; provided that no purchaser of a participation shall have the right to exercise or to cause the selling Lender to exercise voting rights in respect of the Term Loan Facility, except with respect to: (x) reductions or forgiveness of principal, interest or fees payable to such participant; (y) extensions of the Maturity Date or the date for payment of interest on the loans in which such participant participates; and (z) releases of a material portion of the value of the guarantees or a material portion of the Collateral; provided , however , that, notwithstanding the foregoing, such participations may have the right to exercise additional voting rights under the Term Loan Facility to the extent necessary to ensure such sale is treated as a “true sale” under United States Generally Accepted Accounting Principles.

		The Borrower shall be permitted to purchase Term Loans on a non-pro-rata basis through open-market purchases and Dutch auctions, provided that (i) loans so purchased are deemed immediately and automatically cancelled without further action and (ii) such purchases are otherwise on terms and conditions usual and customary for facilities and transactions of this type in accordance with the Documentation Principles.

Expenses and Indemnification :		All reasonable and documented out-of-pocket expenses of the Administrative Agent associated with the Term Loan Credit Facility and with the preparation, execution and delivery, administration, amendment, waiver or modification of the Facility Documentation are to be paid by the Borrower on and after the Closing Date. In addition, all reasonable and documented out-of-pocket expenses of the Administrative Agent and the Lenders in connection with the enforcement of the Term Loan Credit Facility or protection of rights thereunder are to be paid by the Borrower.

		The Loan Parties will indemnify the Administrative Agent, the Lenders, their respective affiliates, successors and assigns and the officers, directors, employees, agents, advisors, controlling persons and members of each of the foregoing (each, an “ Indemnified Party ”) and hold them harmless from and against all reasonable and reasonably documented out-of-pocket costs, expenses (but, only so long as no default or event of default has occurred and is continuing, limited, in the case of legal fees and expenses,

Annex A to Commitment Letter, dated January 25, 2016, among Beal Bank USA, KGH Intermediate HoldCo II, LLC and Keane Frac, LP

A-18


		to the reasonable and documented fees, disbursements and other charges of one counsel to the Administrative Agent and the Lenders, taken as a whole, and, if necessary, of one local counsel to the Administrative Agent and the Lenders taken as a whole in any relevant jurisdiction, and, solely in the case of a conflict of interest, one additional counsel in each relevant jurisdiction to the Lenders, taken as a whole) and actual and direct losses (other than lost profits) of such Indemnified Party arising out of or relating to any claim or any litigation, investigation or other proceeding that relates to the transactions contemplated by the Facility Documentation, including the financing contemplated hereby, except, in the case of any Indemnified Party, to the extent they arise from (i) the gross negligence, bad faith or willful misconduct of such indemnified person (or respective affiliates and their respective officers, directors, employees, advisors and agents), in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction, (ii) material breach of the Facility Documentation by such Indemnified Party (or respective affiliates and their respective officers, directors, employees, advisors and agents), (iii) any disputes solely among Indemnified Parties and not arising out of any act or omission of the Borrower or any of its affiliates or of the Administrative Agent acting in its capacity as such or in any similar capacity under the Term Loan Facility, or (iv) entering into a settlement agreement related thereto without the written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed). No (i) Indemnified Person nor (ii) any Loan Party nor any of its respective affiliates and subsidiaries or the respective directors, officers, employees, advisors, and agents of the foregoing shall be liable for any indirect, special, punitive or consequential damages (other than, in the case of preceding clause (ii) only, in respect of any such damages incurred or paid by an Indemnified Party to a third party) in connection with the Term Loan Credit Facility, the Facility Documentation, or the transactions contemplated hereby and thereby.

		To the extent permitted by law (i) none of the Administrative Agent, any Lender or any of their respective affiliates (collectively, the “ Lender Parties ”) shall be subject to any equitable remedy or relief, including specific performance or injunction arising out of or relating to the Term Loan Facility, and (ii) in no event shall the Lenders

Annex A to Commitment Letter, dated January 25, 2016, among Beal Bank USA, KGH Intermediate HoldCo II, LLC and Keane Frac, LP

A-19


		Parties’ aggregate liability to you and all other Loan Parties (taken together) under the Term Loan Facility (or for failure to fund the Term Loan Facility) exceed actual direct damages incurred by you and the other Loan Parties of up to an amount equal $20,000,000.

Voting :		Amendments and waivers of the Facility Documentation will require the approval of Lenders holding more than 50% of the aggregate amount of the loans and commitments under the Term Loan Facility (the “ Required Lenders ”), except that (a) the consent of each affected Lender shall also be required with respect to (i) increases in the commitment of such Lender, (ii) reductions or forgiveness of principal, interest, fees, premium or reimbursement obligations payable to such Lender, (iii) extensions of the Maturity Date or of the date for payment to such Lender of any interest or fees or any reimbursement obligation, and (iv) changes that impose any additional restriction on such Lender’s ability to assign any of its rights or obligations, and (b) the consent of each Lender shall be required with respect to (i) modification to voting requirements or percentages, (ii) modification to certain provisions requiring the pro rata treatment of lenders, (iii) releases of all or substantially all of the value of the guarantees, or sales or releases of all or substantially all of the Collateral and (iv) modification to covenants or other consents that would permit the incurrence of additional pari passu first lien indebtedness not already permitted pursuant to the terms of the Facility Documentation as in effect on the Closing Date; and (c) the consent of the Administrative Agent shall be required with respect to amendments and waivers affecting the rights or duties of the Administrative Agent.

		The Facility Documentation shall permit, without the approval of Required Lenders or any Lender and subject to terms usual and customary for facilities and transactions of this type in accordance with the Documentation Principles, (A) extensions of maturity approved by affected Lenders and offered to all Lenders and (B) offers to purchase loans made to all Lenders.

		The Facility Documentation shall permit, with the approval of the affected Lenders and without the consent of the Required Lenders, “re-pricing” amendments to reduce the interest rate of loans held by such Lenders.

Annex A to Commitment Letter, dated January 25, 2016, among Beal Bank USA, KGH Intermediate HoldCo II, LLC and Keane Frac, LP

A-20


Defaulting Lenders :		The Facility Documentation will contain provisions relating to defaulting Lenders that are customary for facilities of this type and consistent with the Documentation Principles.

Governing Law :		New York.

Annex A to Commitment Letter, dated January 25, 2016, among Beal Bank USA, KGH Intermediate HoldCo II, LLC and Keane Frac, LP

A-21

EXHIBIT A

CONDITIONS ANNEX

The availability of the Term Loan Facility shall be subject to the satisfaction of solely the following conditions, which shall be subject in all respects to the Certain Funds Provision.

1. (a) Each Loan Party shall have executed and delivered the Facility Documentation to which it is a party (and in the case of the intercreditor agreements contemplated in the “Security” section of the Term Sheet, (i) each of the Revolving Agent and the NPA Agent shall have executed and delivered each intercreditor agreement to which it is a party and (ii) each Noteholder shall have authorized and directed the NPA Agent in writing to enter into the execution version of each such intercreditor agreement), (b) the Administrative Agent shall have received customary closing certificates in form and substance satisfactory to the Administrative Agent and a solvency certificate in the form attached hereto as Annex I , and (c) the Administrative Agent shall have received legal opinions, customary evidence of authority, good standing certificates in the respective jurisdictions of organization of the Borrower and the Guarantors, customary evidence of insurance (and related endorsements) and a notice of borrowing, in each case, in form and substance satisfactory to it.

2. The Trican Acquisition shall have been or, substantially concurrently with the borrowing under the Term Loan Facility, shall be consummated in accordance with the terms of the Acquisition Agreement (as amended and in effect from time to time, but without giving effect to any modifications, amendments, waivers or consents that are materially adverse to the Lenders without the prior written consent of the Lenders (such consent not to be unreasonably withheld or delayed)); provided that (a) any increase in the cash acquisition consideration in respect of the Trican Acquisition (the “ Acquisition Consideration ”) shall not be deemed to be materially adverse to the Lenders to the extent funded solely by an increase in the cash common equity contributed by the Parent (it being understood that any such increase solely due to a working capital adjustment shall not be deemed to be materially adverse to the Lenders), (b) any decrease in the Acquisition Consideration (other than pursuant to any working capital adjustment) by an amount less than 5.0% of the Acquisition Consideration (as provided for pursuant to the Acquisition Agreement as in effect on the effective date hereof (i.e. January 26, 2016)) shall not be deemed to be materially adverse to the Lenders to the extent the amount of cash equity contributed by the Parent is not decreased and (c) any modification, amendment, waiver or consent that results in (i) the purchase of less than 95% of the assets (other than working capital) by value that are the subject of the Trican Acquisition (determined before giving effect to such modification, amendment, waiver or consent) shall be deemed to be materially adverse to the Lenders or (ii) the assumption of liabilities not otherwise provided for under the Acquisition Agreement as in effect on the effective date hereof (i.e. January 26, 2016) or disclosed in writing to the Administrative Agent prior to the date hereof that together with any reduction in value described in the preceding subclause (i) are equal to more than 5% of the value of the assets (other than working capital) the subject of the Trican Acquisition (determined before such reduction or assumption).

3. The amount that is equal to (a) Initial Cash Purchase Price (as defined in the Acquisition Agreement (as in effect on the effective date hereof (i.e. January 26, 2016))), less (b) the

Reference Net Working Capital (as defined in the Acquisition Agreement (as in effect on the effective date hereof (i.e. January 26, 2016))) shall not be less than (i) $138,802,000, less (ii) any reduction in the Initial Cash Purchase Price (as defined in the Acquisition Agreement (as in effect on the effective date hereof (i.e. January 26, 2016))) in an amount not to exceed $10 million.

4. The Sponsor shall have directly or indirectly (including through one or more holding companies) made cash common equity contributions to Parent in an aggregate amount no less than $200 million and Parent shall have contributed 100% of the proceeds thereof to the Borrower.

5. Since October 31, 2015 there has been no Seller Material Adverse Effect (as defined in the Acquisition Agreement); provided, that the condition set forth in this paragraph 5 shall be deemed satisfied unless the Borrower (or any of its affiliates) has the right not to consummate the Trican Acquisition or the right to terminate the Acquisition Agreement, in each case, as a result of a Material Adverse Effect (as defined in the Acquisition Agreement).

6. The Administrative Agent shall have received (a) audited consolidated balance sheets and related consolidated statements of income, shareholders’ equity and cash flows of the Parent and its subsidiaries for the three most recently completed fiscal years of the Parent, (b) unaudited consolidated balance sheets and related consolidated statements of income, shareholders’ equity and cash flows of the Parent and its subsidiaries for each subsequent fiscal quarter (other than the fourth fiscal quarter of Holding’s fiscal year, respectively) ended at least 45 days prior to the Closing Date and (c) a quality of earnings report with respect to the Trican assets to be acquired pursuant to the Acquisition Agreement. The Administrative Agent acknowledges it has received (i) the financial statements of Trican and its subsidiaries described in clause (a) above and those described in clause (b) above for the fiscal quarter ended September 30, 2015 and (ii) the quality of earnings report described in clause (c) above.

7. Subject to the exceptions contained in the “Security” section of the Term Sheet, the Administrative Agent shall have received copies of all UCC, lien, judgment and litigation searches with respect to the Loan Parties (which shall not identify any UCC financing statements or liens that are not acceptable to the Administrative Agent except to the extent any such UCC financing statement and lien are terminated on or prior to the Closing Date), and all documents and instruments required to create and perfect the Administrative Agent’s security interest in the Collateral with the lien priorities contemplated in such “Security” section shall have been executed and delivered, and, if applicable, be in proper form for filing (or, in the case of certificates of title for motor vehicles constituting Collateral, arrangements for the delivery thereof reasonably satisfactory to the Administrative Agent have been made). Each of the Revolving Credit Facility and the NPA Facility shall have been amended in a manner reasonably acceptable to the Administrative Agent, including to permit the Term Loan Facility. Furthermore, (a) each Noteholder shall have (i) consented to the Administrative Agent filing UCC-1 financing statements against each Loan Party prior to the Closing Date in each jurisdiction the Administrative Agent deems appropriate in connection with its security interest in the Collateral and (ii) authorized the Administrative Agent and any designee selected by the Administrative Agent to file UCC-3 termination statements anytime from or after the earlier of (x) the 91st day following the date on which the Second Lien Financing Statements (as defined

Exhibit A - 2

below) are filed, (y) the date a voluntary bankruptcy case has been commenced against any Loan Party and (z) the date on which an order for relief in an involuntary bankruptcy filing is entered, which UCC-3 termination statements shall terminate all UCC-1 financing statements with respect to the NPA Agent’s security interest in the Collateral that have been filed earlier than the UCC-1 financing statements filed pursuant to sub-clause (a)(i) above (it being understood and agreed that (1) the Noteholders may file new UCC-1 financing statements in each appropriate jurisdiction so long as all such new filings occur after the filings described in sub-clause (a)(i) above have been made (and accepted) (the “ Second Lien Financing Statements ”) and (2) nothing in preceding clause (1) shall limit the applicability of the condition precedent set forth in preceding sub-clause (a)(ii)), (b) the NPA Agent or a Noteholder, on behalf of the NPA Agent, shall have filed UCC amendments with regard to the UCC-1 financing statements described in sub-clause (a)(ii) above to remove the Trican Assets from the collateral description set forth in such UCC-1 financing statements (each, a “ Trican Amendment ”), provided , that the Loan Parties shall unconditionally authorize (such authorization to be approved by the Noteholders) the Administrative Agent to file such Trican Amendment on the Closing Date in the event such Trican Amendment is not filed by the NPA Agent or any Noteholder upon receipt of evidence of funding of the Term Loan Facility and (c) the Revolving Agent and the NPA Agent shall have taken all action deemed necessary or advisable by the Administrative Agent to effect the aforementioned filings and otherwise satisfy the conditions set forth in this Section 7.

8. All fees required to be paid on the Closing Date and reasonable and documented out-of-pocket expenses required to be paid by the Loan Parties (in the case of fees and expenses of counsel to the Administrative Agent, to the extent invoiced at least two business days prior to the Closing Date) shall have been paid (which amounts may be offset against the proceeds of the Term Loan Facility).

9. The Administrative Agent shall have received at least five (5) days prior to the Closing Date all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act, that has been reasonably requested by the Closing Date Lenders prior to such date; provided that, with respect to compliance with regulations and sanctions lists (including, without limitation the Specially Designated Nationals (SDN) list) administered by the Office of Foreign Assets Control, the Administrative Agent shall have received, prior to the effectiveness of the Closing Date, additional information that has been requested by 6:00 a.m. on the Closing Date.

10. The Specified Representations and the Specified Acquisition Agreement Representations shall be true in all material respects (or, if qualified by a “Material Adverse Effect” or “materiality” qualifier, all respects).

11. All consents required in connection with the execution, delivery and performance by the Loan Parties of the Facility Documentation, incurrence of the Term Loans and the grants by the Loan Parties of security interests in the Collateral shall have, in each case, been obtained.

12. The Borrower shall have delivered to the Administrative Agent (a) a schedule of all material customer contracts of each Loan Party (the “ Customer Contracts ”), which shall include a description of any restrictions contained therein on pledging such Customer Contract or the

Exhibit A - 3

applicable Loan Party’s rights thereunder to the Administrative Agent as Collateral under the Facility Documents, and a copy of all such Customer Contracts, (b) a schedule of all material leases of each Loan Party, which shall include a description of any restrictions contained therein on pledging such lease or the applicable Loan Party’s rights thereunder to the Administrative Agent as Collateral under the Facility Documents, and a copy of all such leases and (c) a schedule of all material licenses of each Loan Party, which shall include a description of any restrictions contained therein on pledging such license or the applicable Loan Party’s rights thereunder to the Administrative Agent as Collateral under the Facility Documents, and a copy of all such licenses.

13. The Borrower shall have delivered to the Administrative Agent the results of an appraisal of the Fracking Fleet, in form and substance, and from an appraiser, satisfactory to the Administrative Agent. The Administrative Agent acknowledges it has received the appraisal described in the previous sentence and it is in form and substance, and from an appraiser, satisfactory to the Administrative Agent.

14. The Administrative Agent shall have received (a) a list of all lease agreements relating to each leased premises of the Borrower and its subsidiaries and each leased premises being acquired pursuant to the Trican Acquisition (collectively, the “ Leases ”) and (b) a certificate from the chief financial officer of the Borrower certifying that (i) none of the Leases are of strategic importance to the Borrower and its subsidiaries (for this purpose, the Borrower and its subsidiaries taken as a whole) or any of their respective operations in any material respect, (ii) with respect to each material Lease, an alternative and comparable or better (including with respect to the amount of rental payments and the location of the leased premises) premises are readily available with respect to each such Lease, (iii) no loss or termination of any one or more Leases would adversely impact the Borrower and its subsidiaries’ business as it is ordinarily conducted and no such loss or termination would adversely affect financial condition, results of operations, assets, business or properties of the Borrower and any of its subsidiaries (for this purpose, the Borrower and its subsidiaries taken as a whole), except to the extent that such adverse impact or affect results in costs or expenses or higher rent related to replacement leases or the value of the Collateral located at such leased premises does not exceed $2,000,000 in the aggregate for all items under this exception.

15. The Borrower shall use commercially reasonable best efforts to obtain Acceptable Landlord Waivers with respect to each of the Designated Leased Properties.

16. The Administrative Agent shall have received (a) a schedule setting forth each of the Borrower and its subsidiaries’ ECF Accounts (after giving effect to the Trican Acquisition) which shall set forth the financial institution with which such ECF Account is maintained, the account number and the account balance (as of the Closing Date) for each such ECF Account and (b) a certificate from the chief financial officer of the Borrower certifying as to the accuracy of the information set forth in such schedule.

Exhibit A - 4

ANNEX I to

EXHIBIT A

FORM OF SOLVENCY CERTIFICATE

KGH INTERMEDIATE HOLDCO I, LLC

Pursuant to the Term Loan Credit Agreement, dated as of , 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), among KGH Intermediate Holdco II, LLC, a Delaware limited liability company, and Keane Frac, LP, a Pennsylvania limited partnership (collectively, the “ Borrower ”), KGH Intermediate Holdco I, LLC, a Delaware limited liability company (“ Holdings ”), the Subsidiary Guarantors from time to time party thereto (collectively with the Borrower and Holdings, the “ Loan Parties ” and each, a “ Loan Party ”), the Lenders from time to time party thereto and CLMG Corp., as administrative agent for the Lenders (the “ Agent ”), the undersigned, solely in such undersigned’s capacity as Chief Financial Officer of Keane Group Holdings, LLC (the “ Managing Member ”), acting in its capacity as the managing member of Holdings, which is the managing member of the Borrower, and not in the undersigned’s individual or personal capacity and without personal liability, hereby certifies, to his knowledge, as follows:

As of the date hereof, after giving effect to the consummation of the Transactions, including the borrowing under the Credit Agreement on the date hereof, and after giving effect to the application of the proceeds of such borrowing, with respect to each of the Borrower and each of its Subsidiaries:

the fair value of the assets of each of Holdings, each Borrower and each of their respective subsidiaries on a stand-alone and consolidated basis, exceeds and will exceed their debts and liabilities, subordinated, contingent or otherwise;

the present fair saleable value of the property of each of Holdings, each Borrower and each of their respective subsidiaries on a stand-alone and consolidated basis, is and will be greater than the amount that will be required to pay the probable liability, of their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured;

each of Holdings, each Borrower and each of their respective subsidiaries on a standalone and consolidated basis is and will be able to pay their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; and

each of Holdings, each Borrower and each of their respective subsidiaries on a standalone and consolidated basis is not engaged in, and is not about to engage in, business for which it has unreasonably small capital.

certifications set forth in this Solvency Certificate, it is assumed that the Indebtedness and other obligations incurred under and in connection with the Credit Agreement, the Revolving Credit Facility, the NPA Facility and other Indebtedness incurred on the date hereof will come due at their respective maturities.

The undersigned is familiar with the business and financial position of each Borrower and Holdings and its Subsidiaries. In reaching the conclusions set forth in this Solvency Certificate, the undersigned has made such other investigations and inquiries as the undersigned has deemed appropriate, having taken into account the nature of the particular business anticipated to be conducted by each Borrower and Holdings and its Subsidiaries.

[ Signature Page Follows ]

IN WITNESS WHEREOF, the undersigned has executed this Solvency Certificate in such undersigned’s capacity as Chief Financial Officer of the Managing Member, on behalf of Holdings, and not individually, as of the date first stated above.


KGH INTERMEDIATE HOLDCO I, LLC

By:	Keane Group Holdings, LLC, its Managing Member

By:
	Name:
	Title:	Chief Financial Officer

EXHIBIT B

INTERCREDITOR AGREEMENT TERM SHEET

Intercreditor Agreement in respect of the Term Priority Collateral

Term Sheet

The following summary is intended to apply to the intercreditor agreement in respect of the Term Priority Collateral (the “ Term Collateral Intercreditor Agreement ”) entered into in connection with the issuance or incurrence of the Term Loan Facility Capitalized terms used but not defined herein shall have the meaning set forth in the Commitment Letter, dated January 25, 2016 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “ Commitment Letter ”) among KGH Intermediate Holdco II, LLC, Keane Frac, LP and Beal Bank USA (“ Beal ”). The following is not intended to be a definitive list of all the provisions that will be contained in the Term Collateral Intercreditor Agreement. The Term Collateral Intercreditor Agreement will include, in addition to the provisions set forth herein, provisions that are otherwise satisfactory to the First Lien Administrative Agent (as defined below), the First Lien Lenders (as defined below), the Loan Parties and the Second Lien Claimholders (as defined below).


Parties:		The Administrative Agent (the “ First Lien Administrative Agent ”) under the Term Loan Facility (as amended, restated, supplemented or otherwise modified from time to time, the “ First Lien Credit Facility ”), the Borrowers, the other Loan Parties, the First Lien Collateral Agent ¹ , the Second Lien Collateral Agent ² and each other party thereto from time to time.

		Any reference to “ Collateral Agent ” hereunder shall mean the First Lien Collateral Agent and/or the Second Lien Agent, as the context may require.

Purpose:		To establish the relative rights and privileges of the parties with respect to the Term Priority Collateral. ³

First Lien Claimholders:		CLMG Corp. (or an affiliate thereof) (the “ First Lien Administrative Agent ”), CLMG Corp. (or an affiliate thereof) (the “ First Lien Collateral Agent ”), CSG Investments, Inc.

NTD: The lenders expect there to be two sets of security documents with separate granting clauses and collateral agents for each of the first lien obligations and the second lien obligations. The second lien collateral documents in favor of the Purchasers should contain customary legends regarding the priority of the second lien security granted to such Purchasers.

²	Subject to receipt of required approvals under the Note Purchase Agreement. Please confirm the approvals required.

³	NTD: The terms herein should similarly apply to the respective liens and other payment and bankruptcy provisions of the intercreditor agreement in respect of the Revolving Priority Collateral.


		and/or one or more affiliates and other lenders under the First Lien Credit Facility (the “ First Lien Lenders ” and, together with the First Lien Administrative Agent and the First Lien Collateral Agent, the “ First Lien Claimholders ”). ⁴

First Lien Obligations:		All obligations of every nature of the Loan Parties from time to time owed to the First Lien Claimholders under the applicable documents (including the Term Loan Facility and any refinancings, substitutions, extensions or replacements thereof), whether for principal, interest, breakage costs, fees, expenses, premium (if any) or indemnification or otherwise (including any post-petition interest, whether or not allowed or allowable in any insolvency proceeding) and any refinancings, substitutions, extensions or replacements thereof. The aggregate amount of the First Lien Obligations shall be increased by each protective advance and any DIP Loan (“ Protective/DIP Advances ”) made by any First Lien

⁴	NTD: The following describes the agreed UCC Filing/Amendment sequence to be implemented in connection with the Term Loan Facility:

•

Following execution of the Commitment Letter . The First Lien Administrative Agent will file an “all assets” UCC financing statement (the “ First Lien Financing Statement ”) with respect to the collateral (including the assets acquired in connection with the Trican asset acquisition (the “ Trican Assets ”)) as promptly as practicable following execution of the commitment letter, but prior to the Closing Date.

•

Following filing of the Beal Bank UCC Financing Statement . The Loan Parties authorize the Second Lien Agent or PIMCO, on behalf of the Second Lien Agent, to file (such filing, the “ Second Lien Financing Statement ”) a new “all assets” UCC financing statement with respect to the collateral immediately following confirmation from the First Lien Administrative Agent that the new UCC was filed by the First Lien Administrative Agent.

•

Closing . Closing filing sequence will occur as follows:

(i)

first , concurrently with the funding of the Term Loan Facility on the Closing Date, the Loan Parties authorize the Second Lien Agent or PIMCO, on behalf of the Second Lien Agent, to file a UCC amendment removing the Trican Assets (the “ Trican Amendment ”) from the collateral description in the UCC financing statements originally filed by the Second Lien Agent on or about August 8, 2014 (the “ Original Financing Statement ”), provided that , the Loan Parties shall also unconditionally authorize (such authorization approved by the Purchasers) the First Lien Administrative Agent to file such Trican Amendment on the Closing Date in the event such amendment is not filed by the Second Lien Agent or PIMCO upon receipt of evidence of funding of the Term Loan Facility; and

(ii)

second , deliver to the First Lien Administrative Agent an unconditional authorization (approved by the Purchasers) to terminate the Original Financing Statement on the earlier of (x) the 91st day following the date on which the Second Lien Financing Statement was filed, (y) the date a voluntary bankruptcy case has been commenced against any Loan Party and (z) the date on which an order for relief in an involuntary bankruptcy filing is entered (such date, “ Original Financing Statement Termination Date ”).

•

Post-Closing . On the Original Financing Statement Termination Date, the First Lien Administrative Agent will terminate the Original Financing Statement.


		Claimholder without notice to or consent by the Second Lien Claimholders, provided that the aggregate principal amount of such additional protective advances and DIP Loans shall in no event exceed $75,000,000 at any time outstanding (the “ Maximum Additional First Lien Indebtedness Amount ”). For the avoidance of doubt, (i) the principal amount of any loans under the Term Loan Facility constituting First Lien Obligations shall be reduced by the aggregate amount of all repayments or prepayments of principal of such loans made under the Term Loan Facility on the Closing Date (subject, at all times, to any increases in principal amount resulting from any Protective/DIP Advances in an amount not to exceed the Maximum Additional First Lien Indebtedness) and (ii) the First Lien Obligations shall not include (x) the aggregate amount of any amendment to increase the “applicable margin” or similar component of interest rate under any of the documents after the Closing Date related to the First Lien Credit Facility that exceeds 3.00% per annum (the “ First Lien Debt Margin Cap ”) or (y) any prepayment premium or prepayment fee under any of the documents related to the First Lien Credit Facility in excess of the Exit Fee.

Second Lien Claimholders:		U.S. Bank National Association (the “ Second Lien Agent ”) and the purchasers (the “ Purchasers ” and, collectively with the Second Lien Agent, the “ Second Lien Claimholders ”) from time to time party to the Note Purchase Agreement, dated August 8, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “ Note Purchase Agreement ”).

		The First Lien Claimholders and the Second Lien Claimholders are the “ Secured Parties ”.

Second Lien Obligations:		All obligations of every nature of the Loan Parties from time to time owed to the Second Lien Claimholders under the applicable documents, whether for principal, interest, breakage costs, fees, expenses, premium (if any), indemnification or otherwise (including any post-petition interest, whether or not allowed or allowable in any insolvency proceeding). No documents governing the Second Lien Obligations may be amended, modified or supplemented to the extent such amendment, modification or supplement would be prohibited by or inconsistent with the terms of the Term Collateral Intercreditor Agreement or any then effective document governing the First Lien Obligations.


Liens:		Until the Term Loan Facility and the First Lien Obligations thereunder have been indefeasibly paid in full in cash and are no longer secured by the Term Priority Collateral pursuant to the terms of the First Lien Credit Facility and other applicable documents relating to the Term Loan Facility (such discharge, the “ Discharge of First Lien Obligations ”) , no Loan Party shall grant or permit any additional liens on any asset constituting Term Priority Collateral (i) to secure the Second Lien Obligations unless it has granted, or concurrently grants therewith, a first priority lien on such assets to secure the First Lien Obligations or (ii) to secure the First Lien Obligations unless it concurrently grants therewith a second priority lien on such assets to secure the Second Lien Obligations.

Priority of Obligations Remedies:		(i) The liens securing the Second Lien Obligations shall be junior and subordinated in all respects to the liens securing the First Lien Obligations, and (ii) subject to a standstill period of 120 days (the “ Standstill Period ”), the Second Lien Claimholders shall not exercise or seek to exercise any rights or remedies (including setoff) with respect to any of the Term Priority Collateral and shall not institute any action or proceeding with respect to such rights or remedies; provided that the Second Lien Claimholders shall not be entitled to exercise any rights or remedies if at any time the First Lien Administrative Agent and/or the First Lien Claimholders have commenced and are diligently pursuing enforcement proceedings with respect to the Term Priority Collateral in a commercially reasonable manner (as determined by the First Lien Claimholders in their reasonable judgment); and provided , further, that any Term Priority Collateral or any proceeds of Term Priority Collateral received by the Second Lien Collateral Agent or any other Second Lien Claimholder in connection with the enforcement of such Liens shall be applied in accordance with the waterfall provisions ( see below ).

		No Secured Party will contest or support any other person in contesting, in any proceeding (including any insolvency or liquidation proceeding), the priority, validity or enforceability of a lien held by or on behalf of any of the First Lien Claimholders in the Term Priority Collateral, or by or on behalf of any of the Second Lien Claimholders in the Term Priority Collateral, as the case may be, or the lien priorities contemplated hereby. The terms of the Term Collateral Intercreditor Agreement shall govern even if part or all of the First Lien Obligations or Second Lien Obligations or the liens securing payment and performance thereof are not perfected or are avoided, disallowed, set aside or otherwise invalidated in any judicial proceeding or otherwise.


Distributions of Collateral: ⁵	So long as the Discharge of First Lien Obligations has not occurred, following (i) the occurrence of a payment default under any of the First Lien Credit Facility, the revolving facility or the note purchase agreement in respect of the Second Lien Obligations (the “ Secured Facilities ”), (ii) the acceleration of any of the Secured Facilities, (iii) the occurrence of a bankruptcy in respect of any Loan Party or (iv) the occurrence of an Event of Default and delivery of a remedies instruction to apply proceeds of the Term Priority Collateral in accordance with the cash waterfall provisions below (each of the foregoing, a “ Waterfall Trigger Event ”), the proceeds of any application of amounts received in accordance with account control rights exercised by the First Lien Collateral Agent (irrespective of whether such control rights have been exercised pursuant to a remedies instruction), liquidation, foreclosure or similar exercise of secured creditor remedies related to the sale of Term Priority Collateral, and proceeds received in a bankruptcy will be applied in the following order of priority:

	(i)	First , to permanently reduce the First Lien Obligations in such order as specified in the First Lien Credit Facility and the other relevant documents related to the Term Loan Facility, until the Discharge of First Lien Obligations;

	(ii)	Second , to permanently reduce the Second Lien Obligations in such order as specified in the Note Documents, until the Discharge of Second Lien Obligations;

	(iii)	Third , any remaining proceeds to the Borrower or as a court of competent jurisdiction may direct.

⁵

NTD: The Revolving Collateral Intercreditor Agreement should provide a cashflow waterfall triggered by the same events listed above in respect of the Revolving Facility Priority Collateral (including, but not limited to, the operating cash). Following such event, the waterfall should provide as follows: first , (in the case of operating cash flow constituting collateral) payment of operating expenses, second , agent fees, third , revolver payments, fourth , term credit facility payments and fifth , note purchase agreement payments. In addition to payment subordination following exercise of remedies, the Term Lenders expect there to be payment subordination following any payment default under the Secured Facilities.


	The “ Discharge of Second Lien Obligations ” shall have occurred only upon (i) the indefeasible payment in full in cash of the Second Lien Obligations under the Note Purchase Agreement and other related documents (the “ Note Documents ”) and (ii) such Second Lien Obligations no longer being secured by the Term Priority Collateral pursuant to the terms of the Note Documents, at which time such Discharge of Second Lien Obligations will be deemed to have occurred.

	In addition to the foregoing, any net casualty and condemnation proceeds and the proceeds of other mandatory prepayments which are required pursuant to the terms of the First Lien Term Facility to be applied to repay indebtedness under the First Lien Credit Facility (after giving effect to the Borrower’s customary replacement, rebuilding and repair rights and applicable thresholds and other than mandatory prepayment proceeds rejected by the First Lien Claimholders and paid to Second Lien Claimholders in accordance with the documents related to the First Lien Credit Facility and the Note Documents) would be applied as follows:

	(i)	First , to the payment of, without duplication, of any principal and other amounts then due and payable in respect of the First Lien Term Facility until paid in full;

	(iv)	Second , to the payment of, without duplication, any principal and other amounts then due and payable in respect of the Second Lien Credit Facility until paid in full; and

	(v)	Third , any remaining proceeds to the Borrower or as a court of competent jurisdiction may direct.

	Each of the Secured Parties will agree to turn over any payments received in contravention of the Term Collateral Intercreditor Agreement.

BANKRUPTCY:	In connection with any insolvency, bankruptcy or liquidation proceeding of any Loan Party:

	Filing of Motions : The Second Lien Claimholders shall not file any motion, take any position in any proceeding, or take any other action in respect of the Term Priority Collateral (including any motion seeking relief from the automatic stay), without first obtaining the First Lien Claimholders’ written consent (subject to the First Lien Claimholders’ sole


		discretion), except (x) filing of a proof of claim or statement of interest with respect to the Second Lien Obligations or responsive or defensive pleadings in opposition to any motion or pleading seeking the disallowance of the claims of the Second Lien Claimholders, to the extent not otherwise in contravention of the terms of the Term Collateral Intercreditor Agreement or (y) credit bidding their debt so long as the First Lien Obligations are indefeasibly repaid in full in cash upon the consummation of such transaction.

		DIP Financing : If the First Lien Claimholders (or their respective authorized representative) desire to permit the, use of any Term Priority Collateral (including cash collateral), or to provide, or permit any Loan Party to obtain, debtor-in-possession financing (collectively “ DIP Financing ”), then the Second Lien Claimholders shall: (i) be deemed to accept and will not object or support any objection to, such DIP Financing, (ii) not request or accept any form of adequate protection or any other relief in connection therewith except as set forth below and (iii) subordinate its Liens to such DIP Financing, any adequate protection provided to the First Lien Claimholders and any “carve-out” for fees agreed to by the First Lien Collateral Agent; provided that nothing shall prohibit the Second Lien Claimholders from proposing any post-petition financing so long as the First Lien Obligations are indefeasibly paid in full in cash from the first proceeds thereof.

		Sales : None of the Second Lien Claimholders shall oppose any sale pursuant to Section 363 of the Bankruptcy Code, under a plan of reorganization or otherwise, that is supported by the First Lien Claimholders (or their respective authorized representative), and the Second Lien Claimholders will be deemed to have consented to any such sale and to have released their liens in such assets, provided that the Second Lien Claimholders (or their authorized representative) may (x) raise any objection that an unsecured creditor could assert in its capacity as an unsecured creditor, (y) raise an objection to preserve its rights in and to any proceeds received from such sale in excess of the First Lien Obligations or (z) raise any objection to any such sale that is to a Loan Party or any affiliate of a Loan Party (other than in connection with a credit bid by the First Lien Claimholders).

		The First Lien Claimholders shall have the unqualified right (which the Second Lien Claimholders shall not oppose or support any other party in opposing) to credit bid up to the full


		amount of the applicable outstanding First Lien Obligations (including, for the avoidance of doubt, protective advances and DIP Loans up to the Maximum Additional First Lien Indebtedness Amount) in any sale of the Term Priority Collateral (or any part thereof), whether such sale is effectuated through section 363 or 1129 of the Bankruptcy Code, by a chapter 7 trustee under section 725 of the Bankruptcy Code, or otherwise. The Second Lien Claimholders may credit bid for and purchase such Term Priority Collateral and offset the Second Lien Obligations against the purchase price of such property only if the First Lien Obligations are indefeasibly repaid in full, in cash, upon the consummation of any such sale or other disposition.

		Adequate Protection : No Second Lien Claimholder shall (i) contest any request by the First Lien Claimholders (or their respective authorized representative) for adequate protection, (ii) contest any objection by the First Lien Claimholders (or their respective representative) to any motion, etc. based on the First Lien Claimholders (or their respective authorized representative) claiming a lack of adequate protection, (iii) seek or accept any form of adequate protection under any of Sections 362, 363 and/or 364 of the Bankruptcy Code or otherwise unless (x) the First Lien Claimholders are satisfied in their sole discretion with the adequate protection afforded to the First Lien Claimholders, and (y) any such adequate protection is solely in the form of a replacement lien on the Loan Parties’ assets, which lien will be subordinated to the liens securing the First Lien Obligations (including any replacement Liens granted in respect of the First Lien Obligations), any DIP Financing (and all obligations relating thereto) and any “carve-out” in respect of professional and United States Trustee fees or otherwise agreed to by the First Lien Claimholders on the same basis as the other Liens securing the Second Lien Obligations are so subordinated to the First Lien Obligations or (iv) contest the payment of any pre-petition or post-petition interest, fees, expenses or other amounts to any First Lien Claimholder (or their respective authorized representative). In no event shall the Second Lien Claimholders be entitled to any cash payments (including any payment of interest or principal on account of the Second Lien Obligations) as adequate protection.

		Avoidance Issues : If any First Lien Claimholder is required in any insolvency, bankruptcy or liquidation proceeding to disgorge or otherwise to turn over or otherwise pay any amount to the estate of any Loan Party for any reason (a


		“ Recovery ”), then the First Lien Obligations shall be reinstated to the extent of such Recovery and the First Lien Claimholders shall be entitled to a reinstatement of First Lien Obligations with respect to all such recovered amounts. Any amounts received by the Second Lien Agent or any other Second Lien Claimholder on account of the Second Lien Obligations after the termination of the Term Collateral Intercreditor Agreement shall, in the event of such reinstatement, be held in trust for and paid over to the First Lien Collateral Agent for the benefit of the First Lien Claimholders, for application to the reinstated First Lien Obligations.

		Separate Grants of Security and Classifications : The grants of liens pursuant to the documentation in respect of the First Lien Obligations and the documentation in respect of the Second Lien Obligations constitute two separate and distinct grants of liens. If it is held that the claims constitute only one secured claim, then all distributions shall be made as if there were separate classes of secured claims.

		No Waiver by First Lien Secured Parties : No First Lien Claimholder shall be prohibited from objecting to any action taken by the Second Lien Claimholder (or any agent on their behalf).

		Plan of Reorganization . No Second Lien Claimholder shall support or vote in favor of any plan of reorganization that is inconsistent with the terms of the Term Collateral Intercreditor Agreement (a “ Non-Conforming Plan ”), or object to a plan of reorganization to which the holders of First Lien Obligations have consented on the grounds that any sale of Term Priority Collateral thereunder or pursuant thereto is for inadequate consideration, or that the sale process in respect thereof was inadequate. Any vote to accept, and any other act to support the confirmation or approval of, any Non-Conforming Plan by any Second Lien Claimholder, in such capacity, shall be inconsistent with and, accordingly, a violation of the terms of the Term Collateral Intercreditor Agreement, and the First Lien Collateral Agent shall be entitled (and authorized) to have any such vote to accept a Non-Conforming Plan changed and any such support of any such Non-Conforming Plan withdrawn.

		Section 506(c) . Until the Discharge of First Lien Obligations has occurred, no Second Lien Claimholder shall assert any claim under Section 506(c) of the Bankruptcy Code senior to


		or on a parity with the Liens securing the First Lien Obligations for costs or expenses of preserving or disposing of any Term Priority Collateral.

		Section 1111(b) . Until the Discharge of First Lien Obligations has occurred, no Second Lien Claimholder shall seek to exercise any rights under Section 1111(b) of the Bankruptcy Code. Each Second Lien Claimholder waives any claim it may have against any First Lien Claimholder arising out of the election by any First Lien Claimholder of the application to the claims of any First Lien Claimholder of Section 1111(b)(2) of the Bankruptcy Code and/or out of any DIP Financing arrangement or out of any grant of a security interest in connection with the Term Priority Collateral in any insolvency or liquidation proceeding.

Turnover Provision s:		Until such time as the Discharge of First Lien Obligations has occurred, (x) any Term Priority Collateral or proceeds thereof (or any distribution in respect of the Term Priority Collateral, whether or not expressly characterized as such) received by any Second Lien Claimholder in connection with the exercise of any right or remedy (including set-off) relating to the Term Priority Collateral or otherwise in contravention of the Term Collateral Intercreditor Agreement shall be segregated and held in trust and forthwith paid over to the First Lien Collateral Agent (for the benefit of the First Lien Claimholders) in the same form as received, with any necessary endorsements and (y) if in any insolvency, bankruptcy or liquidation proceeding any Second Lien Claimholder shall receive any distribution of money or other property in respect of the Term Priority Collateral (including as recovery for such Second Lien Claimholders’ deficiency claim or any other claims), such money or other property shall be segregated and held in trust and forthwith paid or assigned, as applicable, over to the First Lien Collateral Agent for the benefit of the First Lien Claimholders in the same form as received, with any necessary endorsements.

Release of Collateral:		The collateral securing the Second Lien Obligations shall be released automatically (a) upon any sale of Term Priority Collateral in which the liens securing the First Lien Obligations are released, in the event such sale is effected as a result of (i) the exercise of rights and remedies by the First Lien Collateral Agent or (ii) pursuant to section 363 of the Bankruptcy Code and (b) prior to any Waterfall Trigger Event and/or any exercise of remedies, upon any release, sale or disposition of such collateral permitted pursuant to the terms


		of the First Lien Credit Facility and the Note Purchase Agreement that results in the release of the liens on such collateral securing the First Lien Obligations.

		In addition, in the event the First Lien Claimholders release any Guarantor from its obligations under its guarantee of the First Lien Obligations in connection with any release of Term Priority Collateral described in the paragraph above, the comparable guaranty, if any, in respect of the Second Lien Obligations shall be automatically released.

Buy-Out Right:		Subject to certain terms and conditions, Second Lien Claimholders shall have an option, exercisable if (i) a Waterfall Trigger Event occurs or (ii) the aggregate amount of protective advances made by or on behalf of the First Lien Claimholders exceeds $5 0 million, to purchase for cash on an “as-is”/where is basis, 100% (but not less than 100%) of the First Lien Obligations at par (for the avoidance of doubt, excluding the Exit Fee or any other make-whole amount) and accrued but unpaid interest (including default interest) and fees and other unpaid amounts (including all costs and expenses incurred by the First Lien Claimholders).

Reorganization Securities:		Absent the Discharge of First Lien Obligations, if in any insolvency, bankruptcy or liquidation proceeding, any debt securities, obligations of the reorganized debtor secured by liens upon any property of the reorganized debtor, or any other property distributed pursuant to a confirmed plan of reorganization or similar dispositive restructuring plan (a “ Plan Distribution ”) are received by a Second Lien Claimholder under such plan of reorganization or similar dispositive restructuring plan, then such Plan Distribution shall be turned over to the First Lien Collateral Agent for application in accordance with the waterfall provisions (see above).

Amendments:		Without the prior consent of the Required Purchasers (as defined in the Note Purchase Agreement) (acting through their authorized representative), none of the documents related to the First Lien Credit Facility may be amended, supplemented or modified to the extent such amendment, supplement or modification would (i) extend the final maturity date of the First Lien Obligations beyond the latest maturity date of the Second Lien Obligations then in effect, (ii) amend or otherwise modify the provisions relating to restrictions and prohibitions on assignments or sales of First Lien Obligations to any Loan Party or affiliate thereof, or (iii) increase (x) the


		aggregate principal amount of the loans under the First Lien Credit Facility in excess of an amount equal to the principal amount of such loans made under the Term Loan Facility outstanding on the date of such proposed amendment, supplement or modification plus the Maximum Additional First Lien Indebtedness Amount, (y) the “applicable margin” or similar component of interest rate margin (whether in cash or in kind, and including without limitation, any recurring fee payable to all First Lien Claimholders and increase any LIBOR or base rate “floor” applicable to the Indebtedness outstanding under any of the documents related to the First Lien Credit Facility) in excess of the First Lien Debt Margin Cap or (z) any prepayment premium or prepayment fee under any of the documents related to the First Lien Credit Facility in excess of the Exit Fee.

		Without the prior consent of the required First Lien Claimholders (acting through their authorized representative), none of the Note Documents may be amended, supplemented or modified to the extent such amendment, supplement or modification would (i) shorten (or have the effect of shortening) the weighted average life to maturity or change to an earlier date the maturity date of any Notes, (ii) amend or otherwise modify the provisions relating to restrictions and prohibitions on assignments or sales of Second Lien Obligations to any Loan Party or (iii) increase the aggregate principal amount of the loans under the Note Documents in excess of $240,000,000.

Rights As Unsecured Creditors:		All Secured Parties may exercise rights and remedies as unsecured creditors against the Loan Parties, to the extent not in contravention of the Term Collateral Intercreditor Agreement.

Governing Law; Jurisdiction:		The State of New York.

Other Terms:		The initial draft of the Term Collateral Intercreditor Agreement will be drafted by counsel to the First Lien Administrative Agent. The initial draft of the Term Collateral Intercreditor Agreement will provide that it shall be interpreted as though drafted by all parties thereto.

Exhibit B

LOGO


January 25, 2016		Re: Keane Group Holdings, LLC

Greg Powell, CFO

KGH Intermediate Holdco I, LLC and each

of the Borrowers, each as hereinafter defined

101 Keane Road

Lewis Run, PA 16738

Dear Greg:

Reference is made to that certain Amended and Restated Revolving Credit and Security Agreement dated as of August 8, 2014 among KGH Intermediate Holdco I, LLC, a Delaware limited liability company (“ Holdings ” or “you”), KGH Intermediate Holdco II, LLC, a Delaware limited liability company (“ Holdco II ”), Keane Frac, LP, a Pennsylvania limited partnership (“ Frac ”), KS Drilling LLC , a Delaware limited liability company (“ Drilling ”), Keane Frac ND, LLC, a Delaware limited liability company (“ Frac ND ”), Keane Frac TX, LLC, a Delaware limited liability company (“ Keane Texas ” and together with Holdco II, Frac, Drilling and Frac ND, collectively the “ Borrowers ” and each a “ Borrower ”), each financial institution party thereto as a lender from time to time (collectively, the “ Lenders ”), and PNC Bank, National Association (“ PNC ”), as agent for Lenders (PNC, in such capacity, the “ Agent ”) (as amended, restated, supplemented, or otherwise modified from time to time, the “ Loan Agreement ”). Terms that are capitalized in this letter and not otherwise defined shall have the meanings ascribed to such terms in the Loan Agreement or in the Term Sheet, as hereinafter defined.

Holdings has advised the Agent and the Lenders of the intention of Holdings or its affiliates to acquire, directly or indirectly, the assets and related operations located in the United States of Trican Well Services, Ltd., an Alberta corporation (“ Trican ”), and certain of its affiliates (collectively, the “ Target ”, and such acquisition, the “ Acquisition ”) pursuant to the Asset Purchase Agreement (the “ Acquisition Agreement ”), dated as of January 25, 2016, by and among Keane Group Holdings LLC, Keane Frac, Trican and certain subsidiaries of Trican. In connection with the foregoing, you have requested PNC, as a Lender, to increase its Commitment Amount, and the Lenders to increase the Maximum Revolving Advance Amount, in each case from $50,000,000 to $100,000,000, such increase to be memorialized pursuant to an amendment (the “ Amendment ”) to the Loan Agreement, to be executed and delivered concurrently with the consummation of the Acquisition (the effective date of the Amendment, the “ Closing Date ”). Proceeds of Revolving Advances made on the Closing Date may be used (in addition to all other purposes permitted under the Loan Agreement) to pay the fees and expenses paid or incurred by Holdings or the Borrowers in connection with the Amendment, the Acquisition, and certain other financing transactions hereinafter described (collectively the “ Transaction ”).

PNC is pleased to present a commitment to increase its Commitment Amount, and to increase the Maximum Revolving Advance Amount, in each case to $100,000,000, for the purposes set forth above and as more fully described in the attached Memorandum of Terms and Conditions

(the “ Term Sheet ”). The Term Sheet includes only a brief description of the principal terms of the Amendment and the other agreements, instruments, certificates and documents called for by the Amendment or which PNC may otherwise require.

On and after the Closing Date PNC reserves the right to syndicate the credit facilities (the “ Credit Facilities ”) established under the Loan Agreement, as amended pursuant to the Amendment (either before or after execution of the Amendment) with a financial institution or group of financial institutions in accordance with the terms of the existing Loan Agreement. Accordingly, each of Holdings and the Borrowers hereby represents and covenants that to the best of its knowledge, all written information and data (other than (A) any projections, (B) matters relating to the forward looking portion of financial models and (C) projections and information of a general economic or industry-specific nature) prepared by or for the benefit of Holdings or the Borrowers, concerning the Borrowers, the Target, or the transactions contemplated hereby (the “ Information ”) which is made available in writing to PNC by any of them or any authorized representative of any of them in connection with the transactions contemplated hereby (as subsequently updated or corrected), taken as a whole, will be, when furnished, complete and correct in all material respects as of the date furnished and will not when furnished, considered as a whole, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein in the aggregate, in light of the circumstances under which such statements were made, not misleading in light of the circumstances under which such statements are made (after giving effect to all supplements and updates thereto from time to time). In arranging and syndicating the credit facilities, PNC will be using and relying on the Information without independent verification thereof. If you become aware that any of the representations or warranties in this paragraph would be incorrect in any materially adverse manner prior to the Closing Date, if the Information were being furnished, and all such representations were being made, at such time, you will notify us and will (i) with respect to Information relating to you or your subsidiaries, promptly supplement the Information and (ii) with respect to Information related to Trican and its subsidiaries, use your commercially reasonable efforts to cause Trican to supplement the Information from time to time until the Closing Date such that the representations in the preceding sentence remain true under those circumstances; provided that your obligation to update the Information shall not be a condition to the effectiveness of the Amendment on the Closing Date.

Each of Holdings and the Borrowers hereby indemnifies and holds harmless PNC and each director, officer, employee and affiliate thereof (each, an “ Indemnified Person ”), from and against any and all losses, claims, damages, expenses and liabilities incurred by any Indemnified Person that arise out of or relate to any investigation or other proceeding (including any threatened investigation or litigation or other proceedings and whether or not such Indemnified Person is a party thereto) relating to this letter, the Term Sheet or the transactions contemplated hereby, including without limitation the reasonable fees and disbursements of counsel (which fees and disbursements may include, but are not limited to, reasonable fees and disbursements of in-house counsel incurred in connection with any of the foregoing) but excluding any of the foregoing claimed by any Indemnified Person to the extent incurred by reason of the gross negligence or willful misconduct of such Indemnified Person as determined by a final nonappealable judgment of a court of competent jurisdiction. PNC shall not be responsible or liable to Holdings or any Borrower, or any other person, for consequential damages which may be alleged as a result of this letter, the Term Sheet or any of the transactions contemplated

hereby. The obligations of each of Holdings and the Borrowers under this paragraph shall survive any termination of this letter except that upon the execution of the definitive Amendment, the terms of the Loan Agreement shall supersede these provisions.

This letter and the Term Sheet are delivered to Holdings and the Borrowers on the condition that they be kept confidential and not to be shown to, or discussed with, any third party (other than on a confidential or need-to-know basis with the directors, officers, employees, counsel and other advisors of Holdings and the Borrowers, Trican, the Term Loan Agent, the Term Loan Lenders, and the New Term Loan Lenders (and their agent), or as required by law, including any regulatory authority) without PNC’s prior approval.

This letter is for the benefit of Holdings and the Borrowers only, and no other person may obtain any rights under this letter or be entitled to rely or claim reliance on this letter’s terms and conditions. This letter may not be assigned by Holdings or any of the Borrowers, and none of their rights under this letter may be transferred, without PNC’s prior written consent.

PNC and each of Holdings and Borrowers hereby waive any right to trial by jury on any claim, demand, action, or cause of action arising under this commitment letter, the Term Sheet, any transaction relating hereto, or any other instrument, document or agreement executed or delivered in connection herewith, whether sounding in contract, tort or otherwise.

To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each customer, including organizations and businesses, that opens an account. What this means for you: When you open an account, we will ask for your name, address, taxpayer identifying number and other information that will allow us to identify you, such as articles in incorporation. For some businesses and organizations, we may also need to ask for identifying information and documentation relating to certain individuals associated with the business or organization.

Each of Holdings and the Borrowers hereby agrees to pay all costs and expenses incurred by PNC, including fees and expenses of PNC’s inside and outside counsel, incurred in documenting and negotiating the Amendment, and any documents, instruments or agreements to be executed or delivered in connection therewith. Because PNC will incur these expenses even if the Amendment is not consummated for any reason, this expense reimbursement agreement is unconditional.

This offer will expire on the 10th Business Day after the date hereof, unless we have received a fully countersigned copy of this letter on or before such date. If this offer is accepted, all definitive documentation must be executed by March 30, 2016 (unless extended in PNC’s sole and absolute discretion), in the absence of which this commitment will expire.

[SIGNATURE PAGES FOLLOW]


Sincerely,

PNC BANK, NATIONAL ASSOCIATION

By:
Name:		Basem W. Pharaon
Title:		Senior Vice President

Signature Page to PNC/Keane Commitment


Agreed and accepted with the intent to be legally bound:

KGH Intermediate Holdco I, LLC

By:		Keane Group Holdings, LLC, its Managing Member

By:
Name:		Gregory Powell
Title:		Vice President and Chief Financial Officer

KGH Intermediate Holdco II, LLC

By:		KGH Intermediate Holdco I, LLC, its Managing Member

By:		Keane Group Holdings, LLC, its Managing Member

By:
Name:		Gregory Powell
Title:		Vice President and Chief Financial Officer

Keane Frac, LP

By:		Keane Frac GP, LLC, its General Partner

By:		KGH Intermediate Holdco II, LLC, its Managing Member

By:		KGH Intermediate Holdco I, LLC, its Managing Member

By:		Keane Group Holdings, LLC, its Managing Member

By:
Name:		Gregory Powell
Title:		Vice President and Chief Financial Officer

Signature Page to PNC/Keane Commitment


KS Drilling, LLC

By:		KGH Intermediate Holdco II, LLC, its Managing Member

By:		KGH Intermediate Holdco 1, LLC, its Managing Member

By:		Keane Group Holdings, LLC, its Managing Member

By:
Name:		Grego Powell
Title:		Vice President and Chief Financial Officer

Keane Frac ND, LLC

By:		Keane Frac, LP, its Managing Member

By:		Keane Frac GP, LLC, its General Partner

By:		KGH Intermediate Holdco II, LLC, its Managing Member

By:		KGH Intermediate Holdco I, LLC, its Managing Member

By:		Keane Group Holdings, LLC, its Managing Member

By:
Name:		Gregory Powell
Title:		Vice President and Chief Financial Officer


Keane Frac TX, LLC

By:		Keane Frac, LP, its Managing Member

By:		Keane Frac GP, LLC, its General Partner

By:		KGH Intermediate Holdco II, LLC, its Managing Member

By:		KGH Intermediate Holdco I, LLC, its Managing Member

By:		Keane Group Holdings, LLC, its Managing Member

By:
Name:		Gregory Powell
Title:		Vice President and Chief Financial Officer

MEMORANDUM OF TERMS AND CONDITIONS*


Borrowers:		Each of the existing Borrowers and, if any, the entity or entities to be formed for the purpose of acquiring or holding title to the assets located in the United States of the Target.

Guarantors:		Each of the existing Guarantors, together with all future domestic subsidiaries of each Borrower, but excluding any Excluded Subsidiary.

Agent:		PNC Bank, National Association (“PNC” or “Agent”).

Lender:		PNC Bank, National Association.

Purpose:		(i) Partially fund capital expenditures.

		(ii) Provide for on-going working capital needs.

		(iii) Pay for the fees and expenses associated with the Transaction.

Total Financing:		Up to $100,000,000 in senior secured financing.

Credit Facilities:		The existing revolving credit facility established under the Loan Agreement will continue to be made available to the Borrowers, subject to the modifications to be set forth in the Amendment, including the following provisions, and the other provisions set forth further below in this Term Sheet:

		1) Revolving Credit Facility: An up to $100,000,000 secured revolving credit facility (the “Revolving Credit Facility”), subject to the Borrowing Base set forth below.

Revolving Credit Availability:		Usage under the Revolving Credit Facility shall not exceed the sum of the following (the “Borrowing Base”):

		(a) Up to 85% of eligible US Accounts Receivable aged less than 60 days past due (not to exceed 90 days from invoice date), cross aged on the basis of 50% or more past due, plus;

		(b) Up to the lesser of (i) 60% of the cost of eligible Inventory or (ii) 85% of the appraised net orderly liquidation value of eligible Inventory, minus

*	Modifications to the Loan Agreement as described below, or as otherwise mutually agreed to, will be set forth in the Amendment


		(c) An Availability Block equal to the greater of $6,000,000 and twelve percent (12%) of the Borrowing Base (which, for purposes hereof, shall be calculated by adding the amounts obtained under clauses (a) and (b) above and subtracting therefrom the amount obtained under clause (d) below). The Availability Block will be released promptly following the Agent’s receipt of evidence, based on the applicable annual and quarterly financial statements required to be delivered to the Agent pursuant to Sections 9.6 and 9.7 of the Loan Agreement, that the Coverage Threshold shall have been achieved. As used herein, the term “Coverage Threshold” shall mean that the Fixed Charge Coverage Ratio shall be no less than 1.00 to 1.00 for each of four consecutive fiscal quarters, minus

		(d) Applicable reserves.

		It is understood that at such time, if any, as the Coverage Threshold shall have been achieved, the Agent on a best efforts basis will consider, on terms reasonably acceptable to the Agent, the inclusion in the Borrowing Base of an amount up to 85% of the net orderly liquidation value of equipment identified as ABL Equipment in the Loan Agreement, provided that prior to any such inclusion in the Borrowing Base, ABL Equipment will be subject to an appraisal by a firm reasonably acceptable to the Agent.

		Prior to the addition to the Borrowing Base of any Accounts Receivable and Inventory of the Target, satisfactory asset-based field examination and Inventory appraisal to be completed by firms selected by Agent.

Sub Limits :		1) Letters of Credit to be issued under the Revolving Credit Facility limited to $20,000,000. 2) Inventory availability limited to $20,000,000 under the Revolving Credit Facility. 3) In-Transit Inventory, On-Site Inventory and other Inventory sublimits in an amount to be determined by the Agent.

		All criteria for (a) eligible assets, including without limitation the definitions of Eligible Accounts Receivable and Eligible Inventory and (b) advance rates shall be substantially consistent with those set forth in the Loan Agreement, and all criteria for applicable reserves and sublimits shall be determined by Agent.

Amortization:		1) Revolving Credit Facility: Available for borrowing and re-borrowing until maturity, subject to the Borrowing Base.


Maturity:		January 8, 2019.

Interest Rates:		1) Revolving Credit Facility: PNC Base Rate floating plus 2.25% (the “Domestic Base Rate”), or 1, 2 or 3 month fully absorbed PNC LIBOR Rate plus 4.00%. Promptly following such time, if any, as the Coverage Threshold shall have been achieved, such respective Interest Rates will be reduced to PNC Base Rate floating plus 1.25% or PNC LIBOR Rate plus 3.00%

		Interest will be calculated on the daily outstanding on a 360 day year for the actual number of days elapsed and will be due monthly in arrears on the first business day of each month for Base Rate borrowings and on the last day of each interest period for LIBOR Rate borrowings.

		The “Base Rate” shall mean, for any day, a fluctuating per annum rate of interest equal to the highest of (i) the interest rate per annum announced from time to time by the Agent at its Principal Office as its then prime rate, which rate may not be the lowest rate then being charged commercial borrowers by the Agent, (ii) the Federal Funds Open Rate plus 1/2 of 1%, and (iii) the one month LIBOR rate plus 100 basis points (1%).

		LIBOR Rate pricing will be adjusted for any statutory reserves.

		The Borrowers shall pay Letter of Credit fees equal to the applicable spread over LIBOR on the aggregate face amount of the Letters of Credit issued under the Revolving Credit Facility. In addition, the Borrowers shall pay a Letter of Credit fronting fee of 0.25% per annum to PNC as the fronting bank, payable quarterly in arrears.

Interest Rate Protection:		Within 90 days of execution of the Amendment, the Borrowers shall enter into and maintain an interest rate protection agreement (the “Hedge Agreement”), which conforms to ISDA standards and has terms and is with a counterparty reasonably satisfactory to the Agent, enabling each Borrower to protect itself against fluctuations in interest rates with respect to and amount mutually agreed upon. If the Agent is the counterparty to the Hedge Agreement, all Obligations of the Borrowers to the Agent arising pursuant thereto shall be secured by the Collateral (as described below).

Default Rate:		2.00% over the applicable rate.


Collateral:	The Credit Facility will be secured by a perfected and, subject only to Permitted Encumbrances, first priority lien on and secured interest in all of the following described, presently existing, after- acquired and subsequently created personal property of each Borrower, wherever located, and all proceeds and products thereof (collectively, the “Collateral”; the following description is intended to be substantially similar to the existing definition of Collateral):

	(i)	accounts, cash, contract rights, all rights to the payment of money, chattel paper, instruments, documents, inventory, deposit accounts (other than certain deposit accounts to be mutually agreed upon) and ABL equipment

	(ii)	general intangibles (excluding intellectual property rights) and payment intangibles, in each case arising from any of the personal property described in clause (i)

	(iii)	rights to business interruption insurance and

	(iv)	all books and records, customer lists and accounting systems relating to any of the personal property described in clauses (i), (ii) and (iii) hereof.

	The Credit Facility will be cross-defaulted with all other present and future obligations of the Borrowers and the Guarantors to the Agent and the Lenders.

Closing Fee:	$1,500,000, equal to 1.50% of the Maximum Revolving Advance Amount.

Facility Fee:	1.50% per annum on the unused portion of the Revolving Credit Facility (calculated based on the Maximum Revolving Advance Amount then in effect minus the amount of the Availability Block, if any, then in effect). The Facility Fee will be reduced to 0.75% per annum promptly following such time, if any, as the Coverage Threshold shall have been achieved. This fee shall be calculated on the basis of a 360 day year for the actual number of days elapsed and will be payable quarterly in arrears.

Collateral Monitoring Fee; Field Examinations and Appraisals:	$25,000 per month. The Collateral Monitory Fee will be reduced to $10,000 per month promptly following such time, if any, as the Coverage Threshold shall have been achieved. Field examinations will be charged at PNC’s applicable rate, which for examinations performed by PNC is currently an additional $1,000 per person-day, plus expenses and administrative fees. Field examinations and asset appraisals will be conducted each calendar year with such frequency as the Agent shall so determine in its


		sole discretion, provided that so long as no Event of Default shall have occurred and be continuing, such field examinations shall be conducted no more than four (4) times per calendar year.

Collections and Remittances:		All customers shall be directed to make remittances to a lockbox or blocked account approved and controlled by Agent. For the purpose of crediting the loan account of the Borrowers and calculating interest, all items of payment shall be deemed applied by Agent one (1) business day following the business day of Agent’s receipt thereof. Cash collections will be applied to loan and collateral balances on a daily basis.

		Subject to certain exceptions to be mutually agreed upon, all of the cash of the Borrowers will be maintained at a PNC deposit account.

Early Termination Fee:		None.

Expenses:		All reasonable and documented out-of-pocket costs and expenses incurred by PNC or the Lenders in connection with the Amendment and the Transaction, including, without limitation, the reasonable and documented legal, accounting, appraisal, audit and field exam fees and expenses, expenses relating to searches and the filing and recording of UCC filings and other security interests, and any other expenses in reference to structuring, documenting, closing, monitoring or enforcing the Loan Agreement shall be for the account of the Borrowers and payable on the Closing Date and otherwise on demand.

Conditions Precedent:		To be limited to the following, with all documents to be reasonably satisfactory in form and substance to the Agent:

		1) Since October 31, 2015, there has been no Seller Material Adverse Effect (as defined in the Acquisition Agreement); provided, that the condition set forth in this paragraph 1 shall be deemed satisfied unless the Borrowers (or any of their affiliates) have the right not to consummate the Acquisition or the right to terminate the Acquisition Agreement, in each case, as a result of such Seller Material Adverse Effect.

		2) Execution of the Amendment, and execution and/or delivery of related customary documents, certificates of insurance, instruments, opinions and agreements, in each case containing terms and conditions reasonably satisfactory to the Agent.

		3) The Borrowers will have combined excess revolving credit availability (calculated after giving effect to the Availability Block) plus unrestricted cash of not less than $100,000,000 at


		closing, determined after giving effect to the payment or funding of all fees, expenses and advances made at closing, and subtraction of all reserves and trade payables 60 days or more past due, such revolving credit availability to be evidenced by a Borrowing Base Certificate, duly completed by the Borrowers and satisfactory to the Agent.

		4) The Acquisition shall have been or, substantially concurrently with the effectiveness of the Amendment, shall be, consummated in accordance with the terms of the Acquisition Agreement (as amended and in effect from time to time).

		6) Additional cash common equity contribution to be made to Holdings, and by Holdings to the Borrowers, of no less than $200,000,000.

		7) $100,000,000 of new term loan financing (the “ New Term Loan Facility ”) shall be provided by one or more lenders selected by the Borrowers (the “ New Term Loan Lenders ”), which New Term Loan Facility shall be fully funded at close, and the proceeds thereof shall be either added to the Borrowers’ balance sheet as cash or used to fund the purchase price of the Acquisition or a combination thereof. The terms and conditions of the New Term Loan Facility shall be substantially the same as those set forth in the commitment letter (including the term sheet), issued by the New Term Loan Lenders to Holdings and/or the Borrowers, dated January 25, 2016, or otherwise reasonably acceptable to the Agent. The obligations under the New Term Loan Facility shall be secured by, among other things, a second priority lien on and security interest in the Collateral and the obligations under the existing Term Loan Agreement shall be secured by a third priority lien on and security interest in the Collateral. Additionally, the obligations under the New Term Loan Facility and the existing Term Loan Facility shall be secured by a first priority lien on and security interest in substantially all of the assets of Holdings and the Borrowers not constituting Collateral.

		8) The Agent, the existing Term Loan Agent and the New Term Loan Lenders, or the agent appointed on their behalf, shall have entered into an intercreditor agreement (which shall replace the existing Intercreditor Agreement), the terms and conditions of which shall be reasonably acceptable to the Agent, and, to the extent such intercreditor agreement reflects the lien priorities described in paragraph 7 above and is otherwise substantially consistent in form and substance to the existing Intercreditor Agreement, the Agent agrees such intercreditor agreement shall be deemed to be acceptable.


Covenants:		With the exception of those covenants set forth in the Loan Agreement in respect of mergers and acquisitions, investments, loans, distributions, redemptions, indebtedness, subsidiaries and transactions with affiliates (and related baskets, carveouts and exceptions), some or all of which covenants shall be modified on terms and conditions reasonably satisfactory to the Agent, covenants shall be generally consistent with those set forth in the Loan Agreement, including but not limited to maintenance of corporate existence, payment of indebtedness and taxes when due, financial reporting requirements (to include monthly and quarterly internal and annual audited financial statements of the Borrowers), monthly accounts receivable and accounts payable agings, monthly inventory listings, weekly sales and collection reports (including sales and cash receipts journals) and monthly Borrowing Base certificates, delivery of certificate of non-default, limitation on other liens or guarantees, no change in nature of business, and no change in fiscal year.

		Financial covenants will include a springing fixed charge coverage test of 1.00 to 1.00, measured on a trailing four quarter basis, defined as EBITDA less non-financed capital expenditures, management fees, and cash taxes paid divided by the sum of interest and principal on all indebtedness.

		Fixed charge coverage will be tested upon the occurrence of a Covenant Trigger Event, which shall mean any time that undrawn availability is less than or equal to the greater of $12,500,000 and an amount equal to twenty percent (20%) of the Borrowing Base (calculated in the same manner set forth in the parenthetical phrase contained in clause (c) under the heading “Revolving Credit Availability”). The occurrence of a Covenant Trigger Event shall be deemed to be continuing until such time that undrawn availability, for a period of 30 consecutive days, exceeds the greater of $12,500,000 and an amount equal to twenty percent (20%) of the Borrowing Base (calculated in the same manner set forth in the parenthetical phrase contained in clause (c) under the heading “Revolving Credit Availability”).

Representations and Warranties:		Generally consistent with those set forth in the Loan Agreement, including representations and warranties as may be appropriate in Agent’s reasonable judgment in light of the proposed Transaction and the general circumstances of the Borrowers.

Events of Default:		Generally consistent with those set forth in the Loan Agreement.


Governing Law and Jurisdiction:		New York. Submission by each Borrower and Guarantor to New York jurisdiction.

EXHIBIT C

Intercreditor Agreement in respect of the Term Priority Collateral

Term Sheet

The following summary is intended to apply to the intercreditor agreement in respect of the Term Priority Collateral (the “ Term Collateral Intercreditor Agreement ”) entered into in connection with the issuance or incurrence of the Term Loan Facility Capitalized terms used but not defined herein shall have the meaning set forth in the Commitment Letter, dated January [25], 2016 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “ Commitment Letter ”) among KGH Intermediate Holdco II, LLC, Keane Frac, LP and Beal Bank USA (“ Beal ”). The following is not intended to be a definitive list of all the provisions that will be contained in the Term Collateral Intercreditor Agreement. The Term Collateral Intercreditor Agreement will include, in addition to the provisions set forth herein, provisions that are otherwise satisfactory to the First Lien Administrative Agent (as defined below), the First Lien Lenders (as defined below), the Loan Parties and the Second Lien Claimholders (as defined below).


Parties:		The Administrative Agent (the “ First Lien Administrative Agent ”) under the Term Loan Facility (as amended, restated, supplemented or otherwise modified from time to time, the “ First Lien Credit Facility ”), the Borrowers, the other Loan Parties, the First Lien Collateral Agent ¹ ‘, the Second Lien Collateral Agent ² and each other party thereto from time to time.

		Any reference to “ Collateral Agent ” hereunder shall mean the First Lien Collateral Agent and/or the Second Lien Agent, as the context may require.

Purpose:		To establish the relative rights and privileges of the parties with respect to the Term Priority Collateral. ³

First Lien Claimholders:		CLMG Corp. (or an affiliate thereof) (the “ First Lien Administrative Agent ”), CLMG Corp. (or an affiliate thereof) (the “ First Lien Collateral Agent ”), CSG Investments, Inc. and/or one or more affiliates and other lenders under the First Lien Credit

²	Subject to receipt of required approvals under the Note Purchase Agreement. Please confirm the approvals required

³	NTD: The terms herein should similarly apply to the respective liens and other payment and bankruptcy provisions of the intercreditor agreement in respect of the Revolving Priority Collateral.


		Facility (the “ First Lien Lenders ” and, together with the First Lien Administrative Agent and the First Lien Collateral Agent, the “ First Lien Claimholders ”). ⁴

First Lien Obligations:		All obligations of every nature of the Loan Parties from time to time owed to the First Lien Claimholders under the applicable documents (including the Term Loan Facility and any refinancings, substitutions, extensions or replacements thereof), whether for principal, interest, breakage costs, fees, expenses, premium (if any)

⁴	NTD: The following describes the agreed UCC Filing/Amendment sequence to be implemented in connection with the Term Loan Facility:

•

Following filing of the Beal Bank UCC Financing Statement . The Loan Parties authorize the Second Lien Agent or PIMCO, on behalf of the Second Lien Agent, to file (such filing, the “ Second Lien Financing Statement ”) a new “all assets” UCC financing statement with respect to the collateral immediately following confirmation from the First Lien Administrative Agent that the new UCC was filed by the First Lien Administrative Agent.

•

Closing . Closing filing sequence will occur as follows:

(i)

(ii)

•

Post-Closing . On the Original Financing Statement Termination Date, the First Lien Administrative Agent will terminate the Original Financing Statement.


		or indemnification or otherwise (including any post-petition interest, whether or not allowed or allowable in any insolvency proceeding) and any refinancings, substitutions, extensions or replacements thereof. The aggregate amount of the First Lien Obligations shall be increased by each protective advance and any DIP Loan (“ Protective/DIP Advances ”) made by any First Lien Claimholder without notice to or consent by the Second Lien Claimholders, provided that the aggregate principal amount of such additional protective advances and DIP Loans shall in no event exceed $75,000,000 at any time outstanding (the “ Maximum Additional First Lien Indebtedness Amount ”). For the avoidance of doubt, (i) the principal amount of any loans under the Term Loan Facility constituting First Lien Obligations shall be reduced by the aggregate amount of all repayments or prepayments of principal of such loans made under the Term Loan Facility on the Closing Date (subject, at all times, to any increases in principal amount resulting from any Protective/DIP Advances in an amount not to exceed the Maximum Additional First Lien Indebtedness) and (ii) the First Lien Obligations shall not include (x) the aggregate amount of any amendment to increase the “applicable margin” or similar component of interest rate under any of the documents after the Closing Date related to the First Lien Credit Facility that exceeds 3.00% per annum (the “ First Lien Debt Margin Cap ”) or (y) any prepayment premium or prepayment fee under any of the documents related to the First Lien Credit Facility in excess of the Exit Fee.

Second Lien Claimholders:		U.S. Bank National Association (the “ Second Lien Agent ”) and the purchasers (the “ Purchasers ” and, collectively with the Second Lien Agent, the “ Second Lien Claimholders ”) from time to time party to the Note Purchase Agreement, dated August 8, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “ Note Purchase Agreement ”).

		The First Lien Claimholders and the Second Lien Claimholders are the “ Secured Parties ”.

Second Lien Obligations:		All obligations of every nature of the Loan Parties from time to time owed to the Second Lien Claimholders under the applicable documents, whether for principal, interest, breakage costs, fees, expenses, premium (if any), indemnification or otherwise (including any post-petition interest, whether or not allowed or allowable in any insolvency proceeding). No documents governing the Second Lien Obligations may be amended, modified or supplemented to the extent such amendment, modification or supplement would be prohibited by or inconsistent with the terms of the Term Collateral Intercreditor Agreement or any then effective document governing the First Lien Obligations.


Liens		Until the Term Loan Facility and the First Lien Obligations thereunder have been indefeasibly paid in full in cash and are no longer secured by the Term Priority Collateral pursuant to the terms of the First Lien Credit Facility and other applicable documents relating to the Term Loan Facility (such discharge, the “ Discharge of First Lien Obligations ”), no Loan Party shall grant or permit any additional liens on any asset constituting Term Priority Collateral (i) to secure the Second Lien Obligations unless it has granted, or concurrently grants therewith, a first priority lien on such assets to secure the First Lien Obligations or (ii) to secure the First Lien Obligations unless it concurrently grants therewith a second priority lien on such assets to secure the Second Lien Obligations.

Priority of Obligations; Remedies:		(i) The liens securing the Second Lien Obligations shall be junior and subordinated in all respects to the liens securing the First Lien Obligations, and (ii) subject to a standstill period of 120 days (the “ Standstill Period ”), the Second Lien Claimholders shall not exercise or seek to exercise any rights or remedies (including setoff) with respect to any of the Term Priority Collateral and shall not institute any action or proceeding with respect to such rights or remedies; provided that the Second Lien Claimholders shall not be entitled to exercise any rights or remedies if at any time the First Lien Administrative Agent and/or the First Lien Claimholders have commenced and are diligently pursuing enforcement proceedings with respect to the Term Priority Collateral in a commercially reasonable manner (as determined by the First Lien Claimholders in their reasonable judgment); and provided , further, that any Term Priority Collateral or any proceeds of Term Priority Collateral received by the Second Lien Collateral Agent or any other Second Lien Claimholder in connection with the enforcement of such Liens shall be applied in accordance with the waterfall provisions ( see below ).

		No Secured Party will contest or support any other person in contesting, in any proceeding (including any insolvency or liquidation proceeding), the priority, validity or enforceability of a lien held by or on behalf of any of the First Lien Claimholders in the Term Priority Collateral, or by or on behalf of any of the Second Lien Claimholders in the Term Priority Collateral, as the case may be, or the lien priorities contemplated hereby. The terms of the Term Collateral Intercreditor Agreement shall govern even if part or all of the First Lien Obligations or Second Lien Obligations or the liens securing payment and performance thereof are not perfected or are avoided, disallowed, set aside or otherwise invalidated in any judicial proceeding or otherwise.


Distributions of Collateral: ⁵	So long as the Discharge of First Lien Obligations has not occurred, following (i) the occurrence of a payment default under any of the First Lien Credit Facility, the revolving facility or the note purchase agreement in respect of the Second Lien Obligations (the “ Secured Facilities ”), (ii) the acceleration of any of the Secured Facilities, (iii) the occurrence of a bankruptcy in respect of any Loan Party or (iv) the occurrence of an Event of Default and delivery of a remedies instruction to apply proceeds of the Term Priority Collateral in accordance with the cash waterfall provisions below (each of the foregoing, a “ Waterfall Trigger Event ”), the proceeds of any application of amounts received in accordance with account control rights exercised by the First Lien Collateral Agent (irrespective of whether such control rights have been exercised pursuant to a remedies instruction), liquidation, foreclosure or similar exercise of secured creditor remedies related to the sale of Term Priority Collateral, and proceeds received in a bankruptcy will be applied in the following order of priority

	(i)	First , to permanently reduce the First Lien Obligations in such order as specified in the First Lien Credit Facility and the other relevant documents related to the Term Loan Facility, until the Discharge of First Lien Obligations;

	(ii)	Second , to permanently reduce the Second Lien Obligations in such order as specified in the Note Documents, until the Discharge of Second Lien Obligations;

	(iii)	Third , any remaining proceeds to the Borrower or as a court of competent jurisdiction may direct.

	The “ Discharge of Second Lien Obligations ” shall have occurred only upon (i) the indefeasible payment in full in cash of the Second Lien Obligations under the Note Purchase Agreement and other related documents (the “ Note Documents ”) and (ii) such Second

⁵

NTD: The Revolving Collateral Intercreditor Agreement should provide a cashflow waterfall triggered by the same events listed aboved in respect of the Revolving Facility Priority Collateral (including, but not limited to, the operating cash). Following such event, the waterfall should provide as follows: first , (in the case of operating cash flow constituting collateral) payment of operating expenses, second , agent fees, third , revolver payments, fourth , term credit facility payments and fifth , note purchase agreement payments. In addition to payment subordination following exercise of remedies, the Term Lenders expect there to be payment subordination following any payment default under the Secured Facilities.


	Lien Obligations no longer being secured by the Term Priority Collateral pursuant to the terms of the Note Documents, at which time such Discharge of Second Lien Obligations will be deemed to have occurred.

	In addition to the foregoing, any net casualty and condemnation proceeds and the proceeds of other mandatory prepayments which are required pursuant to the terms of the First Lien Term Facility to be applied to repay indebtedness under the First Lien Credit Facility (after giving effect to the Borrower’s customary replacement, rebuilding and repair rights and applicable thresholds and other than mandatory prepayment proceeds rejected by the First Lien Claimholders and paid to Second Lien Claimholders in accordance with the documents related to the First Lien Credit Facility and the Note Documents) would be applied as follows:

	(i)	First , to the payment of, without duplication, of any principal and other amounts then due and payable in respect of the First Lien Term Facility until paid in full;

	(iv)	Second , to the payment of, without duplication, any principal and other amounts then due and payable in respect of the Second Lien Credit Facility until paid in full; and

	(v)	Third , any remaining proceeds to the Borrower or as a court of competent jurisdiction may direct.

	Each of the Secured Parties will agree to turn over any payments received in contravention of the Term Collateral Intercreditor Agreement.

BANKRUPTCY:	In connection with any insolvency, bankruptcy or liquidation proceeding of any Loan Party:

	Filing of Motions : The Second Lien Claimholders shall not file any motion, take any position in any proceeding, or take any other action in respect of the Term Priority Collateral (including any motion seeking relief from the automatic stay), without first obtaining the First Lien Claimholders’ written consent (subject to the First Lien Claimholders’ sole discretion), except (x) filing of a proof of claim or statement of interest with respect to the Second Lien Obligations or responsive or defensive pleadings in opposition to any motion or pleading seeking the disallowance of the claims of the Second Lien Claimholders, to the extent not otherwise in contravention of the terms of the Term Collateral Intercreditor Agreement or (y) credit bidding their debt so long as the First Lien Obligations are indefeasibly repaid in full in cash upon the consummation of such transaction.


		DIP Financing : If the First Lien Claimholders (or their respective authorized representative) desire to permit the, use of any Term Priority Collateral (including cash collateral), or to provide, or permit any Loan Party to obtain, debtor-in-possession financing (collectively “ DIP Financing ”), then the Second Lien Claimholders shall: (i) be deemed to accept and will not object or support any objection to, such DIP Financing, (ii) not request or accept any form of adequate protection or any other relief in connection therewith except as set forth below and (iii) subordinate its Liens to such DIP Financing, any adequate protection provided to the First Lien Claimholders and any “carve-out” for fees agreed to by the First Lien Collateral Agent; provided that nothing shall prohibit the Second Lien Claimholders from proposing any post-petition financing so long as the First Lien Obligations are indefeasibly paid in full in cash from the first proceeds thereof.

		Sales : None of the Second Lien Claimholders shall oppose any sale pursuant to Section 363 of the Bankruptcy Code, under a plan of reorganization or otherwise, that is supported by the First Lien Claimholders (or their respective authorized representative), and the Second Lien Claimholders will be deemed to have consented to any such sale and to have released their liens in such assets, provided that the Second Lien Claimholders (or their authorized representative) may (x) raise any objection that an unsecured creditor could assert in its capacity as an unsecured creditor, (y) raise an objection to preserve its rights in and to any proceeds received from such sale in excess of the First Lien Obligations or (z) raise any objection to any such sale that is to a Loan Party or any affiliate of a Loan Party (other than in connection with a credit bid by the First Lien Claimholders).

		The First Lien Claimholders shall have the unqualified right (which the Second Lien Claimholders shall not oppose or support any other party in opposing) to credit bid up to the full amount of the applicable outstanding First Lien Obligations (including, for the avoidance of doubt, protective advances and DIP Loans up to the Maximum Additional First Lien Indebtedness Amount) in any sale of the Term Priority Collateral (or any part thereof), whether such sale is effectuated through section 363 or 1129 of the Bankruptcy Code, by a chapter 7 trustee under section 725 of the Bankruptcy Code, or otherwise. The Second Lien Claimholders may credit bid for and purchase such Term Priority Collateral and offset the Second Lien Obligations against the purchase price of such property only if the First Lien Obligations are indefeasibly repaid in full, in cash, upon the consummation of any such sale or other disposition.


		Adequate Protection : No Second Lien Claimholder shall (i) contest any request by the First Lien Claimholders (or their respective authorized representative) for adequate protection, (ii) contest any objection by the First Lien Claimholders (or their respective representative) to any motion, etc. based on the First Lien Claimholders (or their respective authorized representative) claiming a lack of adequate protection, (iii) seek or accept any form of adequate protection under any of Sections 362, 363 and/or 364 of the Bankruptcy Code or otherwise unless (x) the First Lien Claimholders are satisfied in their sole discretion with the adequate protection afforded to the First Lien Claimholders, and (y) any such adequate protection is solely in the form of a replacement lien on the Loan Parties’ assets, which lien will be subordinated to the liens securing the First Lien Obligations (including any replacement Liens granted in respect of the First Lien Obligations), any DIP Financing (and all obligations relating thereto) and any “carve-out” in respect of professional and United States Trustee fees or otherwise agreed to by the First Lien Claimholders on the same basis as the other Liens securing the Second Lien Obligations are so subordinated to the First Lien Obligations or (iv) contest the payment of any pre-petition or post-petition interest, fees, expenses or other amounts to any First Lien Claimholder (or their respective authorized representative). In no event shall the Second Lien Claimholders be entitled to any cash payments (including any payment of interest or principal on account of the Second Lien Obligations) as adequate protection.

		Avoidance Issues : If any First Lien Claimholder is required in any insolvency, bankruptcy or liquidation proceeding to disgorge or otherwise to turn over or otherwise pay any amount to the estate of any Loan Party for any reason (a “ Recovery ”), then the First Lien Obligations shall be reinstated to the extent of such Recovery and the First Lien Claimholders shall be entitled to a reinstatement of First Lien Obligations with respect to all such recovered amounts. Any amounts received by the Second Lien Agent or any other Second Lien Claimholder on account of the Second Lien Obligations after the termination of the Term Collateral Intercreditor Agreement shall, in the event of such reinstatement, be held in trust for and paid over to the First Lien Collateral Agent for the benefit of the First Lien Claimholders, for application to the reinstated First Lien Obligations.

		Separate Grants of Security and Classifications : The grants of liens pursuant to the documentation in respect of the First Lien Obligations and the documentation in respect of the Second Lien


		Obligations constitute two separate and distinct grants of liens. If it is held that the claims constitute only one secured claim, then all distributions shall be made as if there were separate classes of secured claims.

		No Waiver by First Lien Secured Parties : No First Lien Claimholder shall be prohibited from objecting to any action taken by the Second Lien Claimholder (or any agent on their behalf).

		Plan of Reorganization . No Second Lien Claimholder shall support or vote in favor of any plan of reorganization that is inconsistent with the terms of the Term Collateral Intercreditor Agreement (a “ Non-Conforming Plan ”), or object to a plan of reorganization to which the holders of First Lien Obligations have consented on the grounds that any sale of Term Priority Collateral thereunder or pursuant thereto is for inadequate consideration, or that the sale process in respect thereof was inadequate. Any vote to accept, and any other act to support the confirmation or approval of, any Non-Conforming Plan by any Second Lien Claimholder, in such capacity, shall be inconsistent with and, accordingly, a violation of the terms of the Term Collateral Intercreditor Agreement, and the First Lien Collateral Agent shall be entitled (and authorized) to have any such vote to accept a Non-Conforming Plan changed and any such support of any such Non-Conforming Plan withdrawn.

		Section 506(c) . Until the Discharge of First Lien Obligations has occurred, no Second Lien Claimholder shall assert any claim under Section 506(c) of the Bankruptcy Code senior to or on a parity with the Liens securing the First Lien Obligations for costs or expenses of preserving or disposing of any Term Priority Collateral.

		Section 1111(b) . Until the Discharge of First Lien Obligations has occurred, no Second Lien Claimholder shall seek to exercise any rights under Section 1111(b) of the Bankruptcy Code. Each Second Lien Claimholder waives any claim it may have against any First Lien Claimholder arising out of the election by any First Lien Claimholder of the application to the claims of any First Lien Claimholder of Section 1111(b)(2) of the Bankruptcy Code and/or out of any DIP Financing arrangement or out of any grant of a security interest in connection with the Term Priority Collateral in any insolvency or liquidation proceeding.

Turnover Provisions:		Until such time as the Discharge of First Lien Obligations has occurred, (x) any Term Priority Collateral or proceeds thereof (or any distribution in respect of the Term Priority Collateral, whether or not expressly characterized as such) received by any Second


		Lien Claimholder in connection with the exercise of any right or remedy (including set-off) relating to the Term Priority Collateral or otherwise in contravention of the Term Collateral Intercreditor Agreement shall be segregated and held in trust and forthwith paid over to the First Lien Collateral Agent (for the benefit of the First Lien Claimholders) in the same form as received, with any necessary endorsements and (y) if in any insolvency, bankruptcy or liquidation proceeding any Second Lien Claimholder shall receive any distribution of money or other property in respect of the Term Priority Collateral (including as recovery for such Second Lien Claimholders’ deficiency claim or any other claims), such money or other property shall be segregated and held in trust and forthwith paid or assigned, as applicable, over to the First Lien Collateral Agent for the benefit of the First Lien Claimholders in the same form as received, with any necessary endorsements.

Release of Collateral:		The collateral securing the Second Lien Obligations shall be released automatically (a) upon any sale of Term Priority Collateral in which the liens securing the First Lien Obligations are released, in the event such sale is effected as a result of (i) the exercise of rights and remedies by the First Lien Collateral Agent or (ii) pursuant to section 363 of the Bankruptcy Code and (b) prior to any Waterfall Trigger Event and/or any exercise of remedies, upon any release, sale or disposition of such collateral permitted pursuant to the terms of the First Lien Credit Facility and the Note Purchase Agreement that results in the release of the liens on such collateral securing the First Lien Obligations.

		In addition, in the event the First Lien Claimholders release any Guarantor from its obligations under its guarantee of the First Lien Obligations in connection with any release of Term Priority Collateral described in the paragraph above, the comparable guaranty, if any, in respect of the Second Lien Obligations shall be automatically released.

Buy-Out Right		Subject to certain terms and conditions, Second Lien Claimholders shall have an option, exercisable if (i) a Waterfall Trigger Event occurs or (ii) the aggregate amount of protective advances made by or on behalf of the First Lien Claimholders exceeds $5 0 million, to purchase for cash on an “as-is”/where is basis, 100% (but not less than 100%) of the First Lien Obligations at par (for the avoidance of doubt, excluding the Exit Fee or any other make-whole amount) and accrued but unpaid interest (including default interest) and fees and other unpaid amounts (including all costs and expenses incurred by the First Lien Claimholders).



Reorganization Securities:		Absent the Discharge of First Lien Obligations, if in any insolvency, bankruptcy or liquidation proceeding, any debt securities, obligations of the reorganized debtor secured by liens upon any property of the reorganized debtor, or any other property distributed pursuant to a confirmed plan of reorganization or similar dispositive restructuring plan (a “ Plan Distribution ”) are received by a Second Lien Claimholder under such plan of reorganization or similar dispositive restructuring plan, then such Plan Distribution shall be turned over to the First Lien Collateral Agent for application in accordance with the waterfall provisions (see above).

Amendments:		Without the prior consent of the Required Purchasers (as defined in the Note Purchase Agreement) (acting through their authorized representative), none of the documents related to the First Lien Credit Facility may be amended, supplemented or modified to the extent such amendment, supplement or modification would (i) extend the final maturity date of the First Lien Obligations beyond the latest maturity date of the Second Lien Obligations then in effect, (ii) amend or otherwise modify the provisions relating to restrictions and prohibitions on assignments or sales of First Lien Obligations to any Loan Party or affiliate thereof, or (iii) increase (x) the aggregate principal amount of the loans under the First Lien Credit Facility in excess of an amount equal to the principal amount of such loans made under the Term Loan Facility outstanding on the date of such proposed amendment, supplement or modification plus the Maximum Additional First Lien Indebtedness Amount, (y) the “applicable margin” or similar component of interest rate margin (whether in cash or in kind, and including without limitation, any recurring fee payable to all First Lien Claimholders and increase any LIBOR or base rate “floor” applicable to the Indebtedness outstanding under any of the documents related to the First Lien Credit Facility) in excess of the First Lien Debt Margin Cap or (z) any prepayment premium or prepayment fee under any of the documents related to the First Lien Credit Facility in excess of the Exit Fee.

		Without the prior consent of the required First Lien Claimholders (acting through their authorized representative), none of the Note Documents may be amended, supplemented or modified to the extent such amendment, supplement or modification would (i) shorten (or have the effect of shortening) the weighted average life to maturity or change to an earlier date the maturity date of any Notes, (ii) amend or otherwise modify the provisions relating to restrictions and prohibitions on assignments or sales of Second Lien Obligations to any Loan Party or (iii) increase the aggregate principal amount of the loans under the Note Documents in excess of $240,000,000.


Rights As Unsecured Creditors:		All Secured Parties may exercise rights and remedies as unsecured creditors against the Loan Parties, to the extent not in contravention of the Term Collateral Intercreditor Agreement.

Governing Law; Jurisdiction:		The State of New York.

Other Terms:		The initial draft of the Term Collateral Intercreditor Agreement will be drafted by counsel to the First Lien Administrative Agent. The final draft of the Term Collateral Intercreditor Agreement will provide that it shall be interpreted as though drafted by all parties thereto.

EXHIBIT 4.6

FOURTH AMENDMENT TO NOTE PURCHASE

AGREEMENT

This FOURTH AMENDMENT TO NOTE PURCHASE AGREEMENT, dated as of March 16, 2016 (the “ Amendment ”), is entered into by and among KGH Intermediate Holdco II, LLC, a Delaware limited liability company (the “ Issuer ”), KGH Intermediate Holdco I, LLC, a Delaware limited liability company (“ Holdings ”), each of the other Note Parties party hereto, the undersigned Required Purchasers, and U.S. Bank National Association, as agent for the Purchasers (the “ Agent ”). All capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Note Purchase Agreement (as defined below).

BACKGROUND

B. The Issuer has requested that the Purchasers agree to certain amendments and modifications to the Existing Note Purchase Agreement, on the terms and conditions set forth herein.

C. The Required Purchasers have consented to Issuer’s request as described above.

NOW THEREFORE, with the foregoing background hereinafter deemed incorporated by reference herein and made part hereof, the parties hereto, intending to be legally bound, promise and agree as follows:

1. Amendments to Existing Note Purchase Agreement . Effective as of the Fourth Amendment Effective Date, the Existing Note Purchase Agreement shall be amended as follows:

(a) Subject to the satisfaction of the conditions precedent set forth in Section 3 of this Amendment, the Note Purchase Agreement is hereby amended by inserting the language indicated in double underlined text in Exhibit A hereto and by deleting the language indicted by struck through text in Exhibit A hereto (the Note Purchase Agreement as so amended, is referred to herein as the “ Amended Note Purchase Agreement ”). For the avoidance of doubt, the amendments effect pursuant to this Section 1(a) shall supersede the amendments contemplated by Section 3 of the Third Amendment.

(b) Each of the Schedules to the Amended Note Purchase Agreement is hereby amended and restated in its entirety with the information contained in the correspondingly numbered Schedule attached as Annex A hereto; provided that any reference in the Amended Note Purchase Agreement or any other Note Document to any such Schedule setting forth information thereon as of the Fourth Amendment Closing Date shall be deemed to be, solely with respect to such supplemental information, a reference to such Schedule setting forth information as of the date of this Amendment.

2. Representations and Warranties . Each of the Note Parties hereby:

(c) represents and warrants that, as of the date hereof, no Default or Event of Default has occurred and is continuing under the Note Purchase Agreement or any of the other Note Documents;

(d) represents and warrants that, as of the date hereof, no event or development has occurred since the Closing Date which has had or is reasonably likely to have a Material Adverse Effect; and

5.1 to the Note Purchase Agreement, all of which will have been duly obtained, made or compiled prior to the effective date hereof and which are in full force and effect or the failure of which to obtain would not reasonably be expected to result in a Material Adverse Effect, and (d) will not conflict with, nor result in any breach in any of the provisions of or constitute a default under or result in the creation of any Lien except Permitted Encumbrances upon any asset of such Note Party and its Restricted Subsidiaries under the provisions of any agreement, instrument, Organization Document or other instrument to which such Note Party and its Restricted Subsidiaries are party or by which they or their property may be bound; and

3. Conditions Precedent/Effectiveness Conditions . This Amendment shall become effective upon the satisfaction of the following conditions precedent (the date on which such conditions have been satisfied, the “ Fourth Amendment Effective Date ”) (it being understood that the amendments set forth in Section 1 shall not be effective unless and until the Fourth Amendment Effective Date occurs):

(a) Agent shall have received this Amendment, duly authorized, executed and delivered by the Issuer, Holdings, each of the other Note Parties and the Required Purchasers;

(b) The Agent and the Purchasers shall have received the executed legal opinion of (i) Schulte Roth & Zabel LLP in form and substance reasonably satisfactory to the Purchasers and (ii) Clark Hill PLC, local Pennsylvania counsel to the Note Parties in form and substance reasonably satisfactory to the Purchasers, and each Note Party hereby authorizes and directs each such counsel to deliver such opinions to Agent and the Purchasers;

(c) Issuer shall have paid or reimbursed the Agent and the Purchasers for their respective reasonable attorneys’ fees and expenses in connection with the preparation, negotiation and execution of this Amendment and the documents provided for herein or related hereto for which the Issuer has received an invoice; and

(d) All representations, warranties and schedules set forth in or annexed to the Note Purchase Agreement or this Amendment (other than any representation, warranty or schedule that was made as of an earlier date or is only required to be true and correct as of an earlier date, in which case each such representation, warranty or schedule shall be true and correct in all material respects as of such earlier date) shall be true and correct in all material respects on and as of the effective date hereof (except to the extent any such representation, warranty or schedule is already qualified as to materiality, Material Adverse Effect or similar language, in which case each such representation, warranty or schedule (after giving effect to any qualification therein) shall be true and correct in all respects), and no Default or Event of Default shall have occurred and be continuing on the effective date hereof.

4. Reaffirmation of Note Purchase Agreement and Note Documents . Except as modified by the terms hereof, all of the terms and conditions of the Existing Note Purchase Agreement and each of the other Note Documents are hereby reaffirmed and shall continue in full force and effect as therein written.

5. Confirmation of Indebtedness and Release . Each Note Party, by its signature below, hereby acknowledges, confirms and agrees that all of the Obligations (whether representing outstanding principal, accrued and unpaid interest, accrued and unpaid fees or any other Obligations of any kind or nature) currently owing by the Issuer under the Note Purchase Agreement and the other Note Documents, as reflected in the books and records of Agent and Purchasers as of the date hereof, are unconditionally owing from and payable by the Issuer, and that the Issuer is indebted to Agent and Purchasers with respect thereto, all without any set-off, deduction, counterclaim or defense. Each Note Party, by its signature below, hereby acknowledges and agrees that it has no actual or potential claim or cause of action against Agent or any Purchaser relating to this Amendment (or any document, agreement or instrument relating hereto), the Note Purchase Agreement or any other Note Document and/or the Obligations arising thereunder or related thereto, in any such case arising on or before the date hereof. As further consideration for the amendments set forth herein, each Note Party, by its signature below, hereby waives and releases and forever discharges Agent and Purchasers, and the officers, directors, attorneys, agents and employees of each, from any liability, damage, claim, loss or expense of any kind originating in whole or in part known to any of the Note Parties on or before the date of this Amendment that any Note Party may now have against Agent or Purchasers or any of them arising out of or relating to the Obligations, this Amendment, the Note Purchase Agreement or the other Note Documents.

6. Required Purchaser Direction . By its execution and delivery of its signature page hereto, each of the undersigned Purchasers is authorizing and directing the Agent to (a) execute (i) this Amendment, (ii) an amendment to the intercreditor agreement dated as of the Closing Date, among Agent, the Purchasers, the Revolving Facility Agent and the lenders party to the Revolving Credit Agreement and (iii) the Term Loan/NPA Intercreditor Agreement, and (b) execute any further agreements, modifications, amendments, waivers or consents provided to it as may be necessary or otherwise desirable by the Purchasers to effectuate the Subject Transactions.

7. Miscellaneous .

(a) No rights are intended to be created hereunder for the benefit of any third party, creditor, or incidental beneficiary.

(b) The headings of any paragraph of this Amendment are for convenience only and shall not be used to interpret any provision hereof.

(c) No modification hereof or any agreement referred to herein shall be binding or enforceable unless in writing and signed on behalf of the party against whom enforcement is sought.

(d) The terms and conditions of this Amendment shall be governed by and construed in accordance with the laws of the State of New York.

(f) This Amendment shall constitute a Note Document and the failure to comply with any covenant herein shall be an Event of Default under the Note Purchase Agreement.

(g) For the avoidance of doubt, Agent’s rights, protections, indemnities and immunities provided in the Note Purchase Agreement shall apply to Agent for any actions taken or omitted to be taken under this Amendment and any other related agreements in any of its capacities.

[SIGNATURES APPEAR ON THE FOLLOWING PAGES]

IN WITNESS WHEREOF, the patties have caused this Amendment to be executed and delivered by their duly authorized officers as of the date first above written.


KGH INTERMEDIATE HOLDCO II, LLC

By:	/s/ GREGORY POWELL
	Name:	Gregory Powell
	Title:	Vice President and Chief Financial Officer

KGH INTERMEDIATE HOLDCO I, LLC

By:	/s/ GREGORY POWELL
	Name:	Gregory Powell
	Title:	Vice President and Chief Financial Officer

KEANE FRAC, LP

By:	Keane Frac GP, LLC, its General Partner

By:	KGH Intermediate Holdco II, LLC, its Managing Member

By:	/s/ GREGORY POWELL
	Name:	Gregory Powell
	Title:	Vice President and Chief Financial Officer

[Fourth Amendment to Note Purchase Agreement]


KEANE FRAC GP, LP

By:	KGH Intermediate Holdco II, LLC, its Managing Member

By:	/s/ GREGORY POWELL
	Name:	Gregory Powell
	Title:	Vice President and Chief Financial Officer

KS DRILLING, LLC

By:	KGH Intermediate Holdco II, LLC, its Managing Member

By:	/s/ GREGORY POWELL
	Name:	Gregory Powell
	Title:	Vice President and Chief Financial Officer

KEANE FRAC ND, LLC

By:	Keane Frac, LP, its Managing Member

By:	Keane Frac GP, LLC, its General Partner

By:	KGH Intermediate Holdco II, LLC, its Managing Member

By:	/s/ GREGORY POWELL
	Name:	Gregory Powell
	Title:	Vice President and Chief Financial Officer

KEANE FRAC TX, LLC

By:	/s/ GREGORY POWELL
	Name:	Gregory Powell
	Title:	Vice President

[Fourth Amendment to Note Purchase Agreement]


PACIFIC INVESTMENT MANAGEMENT COMPANY LLC, as investment advisor on behalf of the PIMCO Purchasers

By:	/s/ T. CHRISTIAN STRACKE
	Name:	T. Christian Stracke
	Title:	Managing Director

[Fourth Amendment to Note Purchase Agreement]


GUGGENHEIM STRATEGIC OPPORTUNITIES FUND By: Guggenheim Partners Investment Management, LLC, as Investment Manager

By:	/s/ KEVIN ROBINSON
	Name:	Kevin Robinson
	Title:	Attorney-In-Fact

VERGER CAPITAL FUND LLC By: Guggenheim Partners Investment Management, LLC, as Sub-Adviser

By:	/s/ KEVIN ROBINSON
	Name:	Kevin Robinson
	Title:	Attorney-In-Fact

GUGGENHEIM CREDIT ALLOCATION FUND By: Guggenheim Partners Investment Management, LLC, as Sub-Adviser

By:	/s/ KEVIN ROBINSON
	Name:	Kevin Robinson
	Title:	Attorney-In-Fact

NZC GUGGENHEIM MASTER FUND LIMITED By: Guggenheim Partners Investment Management, LLC as Manager

By:	/s/ KEVIN ROBINSON
	Name:	Kevin Robinson
	Title:	Attorney-In-Fact

[Fourth Amendment to Note Purchase Agreement]


GUGGENHEIM FUNDS TRUST – GUGGENHEIM HIGH YIELD FUND By: Security Investors, LLC as Investment Adviser

By:	/s/ KEVIN ROBINSON
	Name:	Kevin Robinson
	Title:	Attorney-In-Fact

PRINCIPAL FUNDS, INC. – GLOBAL DIVERSIFIED INCOME FUND By: Guggenheim Partners Investment Management, LLC as Sub-Adviser

By:	/s/ KEVIN ROBINSON
	Name:	Kevin Robinson
	Title:	Attorney-In-Fact

MAVERICK ENTERPRISES, INC. By: Guggenheim Partners Investment Management, LLC, as Investment Manager

By:	/s/ KEVIN ROBINSON
	Name:	Kevin Robinson
	Title:	Attorney-In-Fact

GUGGENHEIM VARIABLE FUNDS TRUST – SERIES P (HIGH YIELD SERIES) By: Security Investors, LLC, as Management Company

By:	/s/ KEVIN ROBINSON
	Name:	Kevin Robinson
	Title:	Attorney-In-Fact

[Fourth Amendment to Note Purchase Agreement]


U.S. BANK NATIONAL ASSOCIATION, as Agent

By:	/s/ LISA D. DOWD
	Name:	Lisa D. Dowd
	Title:	Assistant Vice President

[Fourth Amendment to Note Purchase Agreement]

EXHIBIT A

~~EXECUTION~~

EXHIBIT A

FORM OF NOTE PURCHASE

AGREEMENT

THE PURCHASERS LISTED HEREIN

AND

U.S. Bank National Association

(AS AGENT)

WITH

KGH Intermediate Holdco II, LLC

(ISSUER)

~~AUGUST 8, 2014~~

August 8, 2014, as amended by the First Amendment thereto, dated as of December 23, 2014, the Second Amendment thereto, dated as of April 7, 2015, the Third Amendment thereto, dated as of January 25, 2016, and the Fourth Amendment thereto, dated as of March 16, 2016

TABLE OF CONTENTS


			Page

I. DEFINITIONS.				1

	1.1.	Accounting Terms.		1

	1.2.	General Terms.		2

	1.3.	Uniform Commercial Code Terms.		37 45

	1.4.	Certain Matters of Construction.		37 45

II. Commitments and Notes.				38 46

	2.1.	Sale and Purchase of the Term Notes; the Closing.		38 46

	2.2.	Delayed Draw Notes.		39 47

	2.3.	Scheduled Repayment of Notes.		40 48

	2.4.	Optional Prepayments; Prepayment Premium.		40 48

	2.5.	Mandatory Prepayments.		41 49

	2.6.	Use of Proceeds.		43 51

	2.7.	Incremental Notes.		43 51

	~~2.8.~~	~~Defaulting Purchaser.~~		43

III. INTEREST; FEES; PAYMENTS GENERALLY; TAXES.				48 56

	3.1.	Interest.		48 56

	3.2.	Fees.		49 57

	3.3.	[RESERVED].		49 57

	3.4.	Computation of Interest and Fees.		49 57

	3.5.	Maximum Charges.		49 57

	3.6.	[RESERVED].		49 58

	3.7.	[RESERVED].		49 58

	3.8.	Payments Generally.		49 58


	3.9.	Gross Up for Taxes.	49 58

	3.10.	Withholding Tax Exemption.	51 59

IV. COLLATERAL: GENERAL TERMS			52 60

	4.1.	Security Interest in the Collateral.	52 60

	4.2.	Perfection of Security Interest.	52 60

	4.3.	Disposition of Collateral.	53 61

	4.4.	Preservation of Collateral.	53 61

	4.5.	Ownership of Collateral.	53 62

	4.6.	Defense of Agent’s and Purchasers’ Interests.	53 62

	4.7.	Books and Records.	55 63

	4.8.	Financial Disclosure.	55 63

	4.9.	Compliance with Laws.	55 64

	4.10.	Inspection of Premises.	55 64

	4.11.	Insurance.	55 64

	4.12.	Failure to Pay Insurance.	56 65

	4.13.	Payment of Taxes.	56 65

	4.14.	~~Vehicles~~ [RESERVED] .	56 65

	4.15.	Receivables.	56 65

	4.16.	Inventory.	59 68

	4.17.	Maintenance of Equipment.	59 68

	4.18.	Exculpation of Liability.	59 68

	4.19.	Environmental Matters.	60 69

	~~4.20.~~	~~Financing Statements.~~	60

	4.21.	~~[RESERVED]~~ Reserved .	60 71

	4.22.	Mortgages.	60 71


	4.23.	Intercreditor Agreement.	61 73

V. REPRESENTATIONS AND WARRANTIES.			64 74

	5.1.	Authority.	64 74

	5.2.	Formation and Qualification.	65 75

	5.3.	Survival of Representations and Warranties.	65 75

	5.4.	Tax Returns.	65 75

	5.5.	Financial Statements.	66 76

	5.6.	Entity Names.	66 76

	5.7.	OSHA and Environmental Compliance.	66 76

	5.8.	Solvency; No Litigation, Violation, Indebtedness or Default; ERISA Compliance.	67 77

	5.9.	Patents, Trademarks, Copyrights and Licenses.	69 79

	5.10.	Licenses and Permits.	69 79

	~~5.11.~~	~~[RESERVED].~~	67

	5.12.	No Burdensome Restrictions.	69 80

	5.13.	No Labor Disputes.	70 80

	5.14.	Margin Regulations.	70 80

	5.15.	Investment Company Act.	70 80

	5.16.	Disclosure.	70 80

	~~5.17.~~	~~[RESERVED].~~	68

	~~5.18.~~	~~Conflicting Agreements.~~	70

	5.19.	Application of Certain Laws and Regulations.	70 81

	5.20.	Business and Property of Note Parties.	70 81

	5.21.	Anti-Terrorism Laws.	70 81

	5.22.	Trading with the Enemy.	72 82

	5.23.	Federal Securities Laws.	72 82

	5.24.	Equity Interests.	72 82

iii


	5.25.	Commercial Tort Claims.	72 83

	5.26.	Letter of Credit Rights.	72 83

	5.27.	Material Contracts.	72 83

	5.28.	Registration of Securities.	72 83

	5.29.	Private Offering.	73 83

	5.30.	Eligibility Requirements.	73 83

	5.31.	SEC Reports.	73 83

VI. AFFIRMATIVE COVENANTS.			73 84

	~~6.1.~~	~~[RESERVED].~~	71

	6.2.	Conduct of Business and Maintenance of Existence and Assets.	73 84

	6.3.	Violations.	73 84

	~~6.4.~~	~~[RESERVED].~~	62

	6.5.	Fixed Charge Coverage Ratio.	74 85

	~~6.6.~~	~~[RESERVED].~~	72

	6.7.	Payment of Indebtedness.	74 85

	6.8.	Standards of Financial Statements.	74 85

	6.9.	Federal Securities Laws.	74 85

	6.10.	Additional Guarantors; Further Assurances.	74 86

	6.11.	Designation of Subsidiaries.	75 87

	6.12.	Use of Proceeds.	75 88

	6.13.	USA PATRIOT Act Information.	75 88

	~~6.14.~~	~~Post-Closing Actions~~ .	75

VII. NEGATIVE COVENANTS.			75 88

	7.1.	Merger, Consolidation, Acquisition and Sale of Assets.	76 89

	7.2.	Creation of Liens.	77 90

	7.3.	Guarantees.	77 91

	7.4.	Investments.	77 91


	7.5.	Loans.	78 92

	~~7.6.~~	~~[RESERVED].~~	78

	7.7.	Distributions.	78 92

	7.8.	Indebtedness.	80 95

	7.9.	Nature of Business.	80 95

	7.10.	Transactions with Affiliates.	80 95

	~~7.11.~~	~~[RESERVED]~~ .	81

	7.12.	Fiscal Year and Accounting Changes.	81 96

	7.13.	~~[RESERVED]~~ Pledge of Credit .	81 96

	7.14.	Amendment of ~~Organizational~~ Organization Documents; Material Indebtedness.	81 96

	7.15.	Compliance with ERISA.	81 97

	7.16.	Prepayment of Subordinated Indebtedness.	82 98

	7.17.	Burdensome Agreements.	82 98

	7.18.	Anti-Terrorism Laws.	83 99

	7.19.	Trading with the Enemy Act.	84 100

	7.20.	Permitted Activities.	84 100

VIII. CONDITIONS PRECEDENT.			84 100

	8.1.	Conditions to Initial Purchase.	84 100

	8.2.	Conditions to Delayed Draw Notes Purchase.	88 104

	8.3.	Conditions to Each Notes Purchase.	89 105

	~~8.4.~~	~~Determination of Conditions Precedent.~~	87

IX. INFORMATION AS TO NOTE PARTIES.			89 106

	9.1.	Disclosure of Material Matters.	89 106

	9.2.	~~[RESERVED]~~ Environmental Reports.	89 106

	9.3.	Litigation.	88 106

	9.4.	Material Occurrences; Material Contracts.	90 107


	9.5.	Parent Financials.	91 107

	9.6.	Annual Financial Statements.	91 107

	9.7.	Quarterly Financial Statements.	91 108

	9.8.	Monthly Financial Statements.	91 108

	9.9.	Other Reports.	91 108

	9.10.	Additional Information.	92 109

	9.11.	Projected Operating Budget.	92 109

	9.12.	Variances From Operating Budget.	92 109

	9.13.	~~Notice of Suits, Adverse Events~~ Reserved.	92 109

	9.14.	ERISA Notices and Requests.	93 110

	9.15.	Unrestricted Subsidiaries.	93 111

	9.16.	Additional Documents.	93 111

X. EVENTS OF DEFAULT.			93 111

	10.1.	Nonpayment.	94 111

	10.2.	Breach of Representation.	94 111

	10.3.	Financial and other Information.	94 111

	10.4.	Judicial Actions.	94 112

	10.5.	Noncompliance.	94 112

	10.6.	Judgments.	94 112

	10.7.	Bankruptcy.	95 112

	10.8.	Inability to Pay.	95 113

	10.9.	[Reserved].	95 113

	10.10.	Lien Priority.	95 113

	10.11.	Cross Default.	95 113

	10.12.	Termination of Guaranty.	95 113


	10.13.	Change of Ownership.	95 113

	10.14.	Invalidity.	95 114

	10.15.	[ Reserved ] .	96 114

	10.16.	[ Reserved ] .	96 114

	10.17.	[ Reserved ] .	96 114

	10.18.	Pension Plans.	96 114

XI. PURCHASERS’ RIGHTS AND REMEDIES AFTER DEFAULT.			96 114

	11.1.	Rights and Remedies.	96 114

	11.2.	Purchaser’s Discretion.	98 116

	11.3.	Setoff.	98 116

	11.4.	Rights and Remedies not Exclusive.	98 116

	11.5.	Equity Cure Right.	98 117

	11.6.	Allocation of Payments After Event of Default.	98 117

XII. WAIVERS AND JUDICIAL PROCEEDINGS.			~~100~~ 118

	12.1.	Waiver of Notice.	~~100~~ 118

	12.2.	Delay.	~~100~~ 118

	12.3.	Jury Waiver.	~~100~~ 118

XIII. EFFECTIVE DATE AND TERMINATION.			~~100~~ 119

	13.1.	Term.	~~100~~ 119

	13.2.	Termination.	~~100~~ 119

XIV. REGARDING AGENT.			~~100~~ 119

	14.1.	Appointment.	~~100~~ 119

	~~14.2.~~	~~Collateral.~~	~~101~~

	14.3.	Nature of Duties and Exculpatory Provisions.	~~103~~ 121

	14.4.	Lack of Reliance on Agent and Resignation.	~~105~~ 123

	14.5.	Reliance.	~~106~~ 124

vii


	14.6.	Indemnification.	~~106~~ 125

	14.7.	Delivery of Documents.	~~107~~ 126

	14.8.	No Reliance on Agent’s Customer Identification Program.	~~107~~ 126

	14.9.	Agent May File Proof of Claim.	~~107~~ 126

XV. GUARANTY.			~~108~~ 127

	15.1.	Guarantee of Obligations.	~~108~~ 127

	15.2.	Continuing Obligation.	~~108~~ 127

	15.3.	Waivers with Respect to Obligations.	~~108~~ 128

	15.4.	Purchasers’ Power to Waive, etc.	~~108~~ 128

	15.5.	Information Regarding the Issuer, etc.	~~110~~ 129

	15.6.	Certain Guarantor Representations.	~~110~~ 130

	15.7.	Subrogation.	~~110~~ 130

	15.8.	Subordination.	~~111~~ 131

	15.9.	Contribution Among Guarantors.	~~111~~ 131

XVI. MISCELLANEOUS.			~~111~~ 131

	16.1.	Governing Law.	~~112~~ 131

	16.2.	Entire Understanding.	~~113~~ 132

	16.3.	Successors and Assigns; Participations; New Purchasers.	~~115~~ 134

	~~16.4.~~	~~Register.~~	~~113~~

	~~16.5.~~	~~Exchange.~~	~~113~~

	~~16.6.~~	~~Replacement Notes~~	~~115~~

	~~16.7~~ 16.4 .	Application of Payments.	~~121~~ 140

	~~16.8~~ 16.5 .	Indemnity.	~~121~~ 140

	~~16.9~~ 16.6 .	Notice.	~~122~~ 141

	~~16.10~~ 16.7 .	Survival.	~~124~~ 143

viii


~~16.11~~ 16.8 .	Severability.	~~124~~ 143

~~16.12~~ 16.9 .	Expenses.	~~124~~ 143

~~16.13~~ 16.10 .	Injunctive Relief.	~~124~~ 144

~~16.14~~ 16.11 .	Consequential Damages.	~~124~~ 144

~~16.15~~ 16.12 .	Captions.	~~125~~ 144

~~16.16~~ 16.13 .	Counterparts; Facsimile Signatures.	~~125~~ 144

~~16.17~~ 16.14 .	Construction.	~~125~~ 144


	~~16.18~~ 16.15 .	Confidentiality; Sharing Information.	~~125~~ 144

	~~16.19~~ 16.16 .	Publicity.	~~126~~ 145

	~~16.20~~ 16.17 .	Certifications From Banks and Participants; USA PATRIOT Act.	~~126~~ 145

	~~16.21~~ 16.18 .	INTERCREDITOR AGREEMENT.	~~126~~ 146

	~~16.22.~~	~~USA PATRIOT Act~~ .	~~126~~

	~~16.23.~~	~~Anti-Terrorism Laws.~~	~~126~~

XVII. REPRESENTATION AND WARRANTIES OF THE PURCHASERS.			~~127~~ 147

	17.1.	Legal Capacity; Due Authorization.	~~127~~ 147

	17.2.	Restrictions on Transfer.	~~127~~ 147

	17.3.	Accredited Investor, etc.	~~128~~ 148

XVIII. REGISTERED INVESTMENT COMPANIES			149

	~~17.4.~~	~~Reliance on Exemptions.~~	~~128~~

	~~17.5.~~	~~Information.~~	~~128~~

	~~17.6.~~	~~No Governmental Review.~~	~~128~~

	~~17.7.~~	~~Validity; Enforcement.~~	~~128~~

LIST OF EXHIBITS AND SCHEDULES



Exhibits

Exhibit A		Term Note

Exhibit B		Delayed Draw Note

Exhibit C		Intercreditor Agreement

Exhibit D		Pledge Agreement

Exhibit 1.2		Compliance Certificate

Exhibit 5.5(b)		Financial Projections

Exhibit 6.10		Additional Guarantor Supplement

Exhibit 8.1(g)		Solvency Certificate

Exhibit 16.3(c)		Assignment and Assumption

Exhibit 16.3(d)(A)		Affiliated Purchaser Assignment and Assumption

Exhibit 16.3(d)(B)		Affiliated Purchaser Notice

Exhibit E		Form of Fracking Fleet Maintenance Report

Exhibit F		Fracking Fleet Preservation Program

Schedules

Schedule A		PIMCO Purchasers

Schedule B		Guggenheim Purchasers

Schedule 1.1		Commitments

Schedule 1.2		Permitted Encumbrances

Schedule 1.3		Pledged Equity

Schedule 1.4		Closing Date Guarantors

Schedule 4.5		Leasehold Interests; Location of Note Parties; Ownership of Collateral; Place of Business, Chief Executive Office, Real Property

Schedule 4.14		Vehicles

Schedule 4.15(i)		Deposit Accounts, Securities Accounts and Investment Accounts

Schedule 5.1		Consents

Schedule 5.2(a)		States of Formation and Qualification and Good Standing

Schedule 5.2(b)		Subsidiaries

Schedule 5.4		Federal Tax Identification Number

Schedule 5.6		Prior Names

Schedule 5.8(b)		Litigation

Schedule 5.8(d)		Plans

Schedule 5.9		Intellectual Property

Schedule 5.10		Licenses and Permits

Schedule 5.24		Equity Interests

Schedule 5.25		Commercial Tort Claims

Schedule 5.26		Letter of Credit Rights

Schedule 5.27		Material Contracts

Schedule 5.28		Registered Securities

Schedule 6.14		Post-Closing Actions

Schedule 7.3		Guarantees



Schedule 7.4		Permitted Investments

Schedule 7.8		Indebtedness

Schedule 7.17		Existing Agreements

Schedule 7.20		Permitted Activities

xii

NOTE PURCHASE AGREEMENT

RECITALS:

IN CONSIDERATION of the mutual covenants and undertakings herein contained, each of the Note Parties, the Purchasers and Agent hereby agree as follows:

I. DEFINITIONS.

1.1. Accounting Terms . As used in this Agreement, the other Note Documents or any certificate, report or other document made or delivered pursuant to this Agreement or the other Note Documents, accounting terms not defined in Section 1.2 or elsewhere in this Agreement and accounting terms partly defined in Section 1.2 to the extent not defined, shall have the respective meanings given to them under GAAP; provided, however, whenever such accounting terms are used for the purposes of determining compliance with financial covenants in this Agreement, such accounting terms shall be defined in accordance with GAAP as applied in preparation of the audited financial statements of KGH and its consolidated Subsidiaries provided to the Purchasers prior to the Closing Date for the ~~fiscal year~~ Fiscal Year ended on or about December 31, 2013. If at any time any change in GAAP would affect the computation of any financial covenant or requirement set forth in the Agreement or any other Note Document, and either the Issuer or the Required Purchasers so request, the Required Purchasers and Issuer shall negotiate in good faith to amend such covenant or requirement to preserve the original intent thereof in light of such change in GAAP; provided that, until so amended, (a) such covenant or requirement will continue to be determined in accordance with GAAP prior to such change, and (b) Issuer shall provide to the Purchasers financial statements and other documents required under this Agreement or as reasonably requested by the Required Purchasers setting forth a reconciliation between calculations of such covenant or requirement made both before and after giving effect to such change in GAAP.

1.2. General Terms . For purposes of this Agreement the following terms shall have the following meanings:

“ ABL Equipment” shall mean, collectively, all of that Equipment listed on Schedule 1.2(b) to this Agreement (which such Schedule 1.2(b) shall indicate, as to each such item of Equipment, whether such item of Equipment is “titled collateral” governed by a certificate of title statute in any applicable jurisdiction), together with all ABL Equipment Spare Parts and all accessions (as defined in the Uniform Commercial Code) thereto; provided that, to the extent the Schedule 1.2(b) added to the ~~Note Purchase~~ Agreement pursuant to the Second Amendment on the Second Amendment Effective Date indicates that the VIN# for any particular item of ABL Equipment is “TBD” or “To Be Determined”, promptly following the determination of all such VIN#’s for all such items, the Note Parties shall deliver written notice to Agent and to the Revolving Agent (as defined in the Intercreditor Agreement) providing an updated copy of such Schedule 1.2(b) with such VIN#’s (and any other “TBD” information) completed, which shall constitute an update and amendment to such Schedule 1.2(b) for all purposes hereunder and under the Intercreditor Agreement.

“ ABL Equipment Spare Parts” means (x) any and all spare parts actually used and installed in/incorporated into any ABL Equipment in connection with the repair or maintenance of such ABL Equipment, and (y) any and all spare parts purchased by any Note Party for the specific purpose of being used and installed in/incorporated into any ABL Equipment in connection with the repair and maintenance of such ABL Equipment.

“ Acquired Indebtedness ” shall mean, with respect to any specified Person,

(b) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

“ Additional Purchaser ” shall mean any Person that is not an existing Purchaser and has agreed to provide Incremental Commitments pursuant to Section 2.7(c).

“ ~~Adjusted EBITDA~~ ~~” shall mean the sum of (a) Earnings Before Interest and Taxes for such period (without giving effect to clauses (iii) through (vi) of such definition)~~ ~~plus~~ (b) without duplication and to the extent reflected in arriving at net income (or loss) and not added back to Earnings Before Interest and Taxes, the sum of (i) depreciation expenses for such period and (ii) amortization expenses for such period, including, without limitation, non-cash amortization expenses of deferred financing costs.

“ Agent ” shall have the meaning set forth in the preamble to this Agreement and shall include its successors and assigns.

“ ~~Aggregate Revolver Commitments~~ ” means the “Aggregate Commitments” as defined in, and in effect on the Closing Date under, the Revolving Credit Agreement, but in any event giving effect to (x) any increase to commitments thereunder since the Closing Date in an amount equal to the Revolving Credit Incremental Usage Amount and (y) any permanent decrease to such commitments thereunder.

“ Agreement ” shall have the meaning set forth in the preamble.

“ Annual Financial Statements ” means the audited consolidated and consolidating balance sheets and related statements of income, stockholders’ equity and changes in cash flows of KGH and its Subsidiaries for the ~~fiscal years~~ Fiscal Years ended December 31, 2011, December 31, 2012 and December 31, 2013.

“ Anti-Terrorism Laws ” shall mean any Laws relating to terrorism, trade sanctions programs and embargoes, import/export licensing, money laundering or bribery, and any regulation, order, or directive promulgated, issued or enforced pursuant to such Laws, all as amended, supplemented or replaced from time to time (including without limitation The United States Foreign Corrupt Practices Act of 1977 (Pub. L. No. 95-213, §§101-104, as amended, and/or any similar laws, rules or regulations issued, administered or enforced by any Governmental Body having jurisdiction over any Note Party ) . For purposes of this definition only, “Law(s)” shall mean any law(s) (including common law), constitution, statute, treaty, regulation, rule, ordinance, opinion, issued guidance, release, ruling, order, executive order, injunction, writ, decree, bond, judgment, authorization or approval, lien or award of or any settlement arrangement, by agreement, consent or otherwise, with any Governmental Body, foreign or domestic.

“ Applicable ECF Percentage ” means, for any ~~fiscal year~~ Fiscal Year of the Issuer, (a) prior to the date on which the obligations under the First Lien Term Loan Documents are paid in full, 0% and (b) on and after the date on which all obligations under the First Lien Term Loan Documents are paid in full, 50%.

“ Applicable Rate ” shall mean a percentage per annum equal to 7.50%.

“Appraisal Report” shall mean that certain appraisal report of the Appraiser entitled “ Keane Group Holdings, LLC / Trican Well Service, L.P. Oil and Gas Industry Equipment Appraisal Report – January 2016, Effective December 8, 2015”.

“Appraiser” shall mean Great American Group Advisory & Valuation Services, L.L.C.

“Asset Sale” shall mean any sale, transfer or other disposition of assets (including, without limitation, any Equity Interests in, another Person, or any sale or issuance of Equity Interests by Holdings or a Restricted Subsidiary of the Issuer) by the Issuer or any of its Restricted Subsidiaries to any Person other than (x) to either Issuer or a Subsidiary Guarantor, (y) as permitted under Section 7.1(a), 7.1(b)(i), 7.1(b)(ii), 7.1(b)(iv), 7.1(b)(v), 7.1(b)(viii), 7.1(b)(ix), 7.1(b)(x) or 7.1(b)(xi) and (z) sales, transfers or other dispositions that in the aggregate generate Net Cash Proceeds of less than $100,000 in any Fiscal Year of Holdings.

“ Authority ” shall have the meaning set forth in Section 4.19(d) hereof.

“Bankruptcy Code” shall mean Title 11 of the United States Code, as now or hereafter in effect, or any successor thereto.

“ Blocked Person ” shall have the meaning set forth in Section 5.21(b) hereof.

“ Business Day ” shall mean any day other than Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed.

“ Capitalized Leases ” shall mean all leases that have been or are required to be, in accordance with GAAP, recorded as capitalized leases.

“ Cash Equivalents ” shall mean, to the extent owned by Holdings, the Issuer or any Restricted Subsidiary, those investments set forth in clauses (a) through (d) of Section 7.4.

“ CERCLA ” shall mean the Comprehensive Environmental Response, Compensation , and Liability Act of 1980, as the same has been amended and may hereafter be amended from time to time , 42 U.S.C. § § 9601 et seq.

“ CFC ” means a “controlled foreign corporation” within the meaning of Section 957 of the Code.

“ Change of Control ” shall mean (a) the occurrence of any event (whether in one or more transactions) which results in (i) so long as financial statements of KGH and its consolidated Subsidiaries are being provided in lieu of financial statements of ~~the Issuer~~ Holdings and its consolidated Subsidiaries in accordance with Section 9.5, any Person other than KGH directly owning beneficially or of record any Equity Interest in Holdings, (ii) any Person ( other than Holdings or a Restricted Subsidiary) directly owning beneficially or of record any Equity Interest in the Issuer or , (iii) a transfer of control of Holdings to a (1) Person (other than an Original Owner) or (2) Persons (other than Original Owners) constituting a “group” (within the meaning of Rule 13d-5 of the Exchange Act) or (iv) any Person other than the Issuer or Keane Frac GP, LLC directly owning beneficially or of record any Equity Interest in Keane Frac, LP, except as otherwise permitted by this Agreement , (b) any merger or consolidation of or with the Issuer, except as otherwise permitted by this Agreement, (c) the sale of all or substantially all of the property or assets of the Issuer, except as otherwise permitted by this Agreement or (d) any “Change of Control” (or any comparable term) in any document pertaining to (A) the Revolving Credit Facility or , (B) the First Lien Term Loan Agreement or (C) any other Indebtedness in excess of the Threshold Amount to which any Note Party or any Restricted Subsidiary is party. For purposes of this definition, “control of Holdings” shall mean the power, direct or indirect, (x) to vote 50% or more of the Equity Interests having ordinary voting power for the election of directors (or the individuals performing similar functions) of Holdings or (y) to appoint a majority of the members of the board of directors of Holdings by contract or otherwise.

“ Closing ” shall have the meaning set forth in Section 2.1(b).

“ Closing Date ” shall mean August 8, 2014 or such other date as may be agreed to by the parties hereto.

“ ~~Closing Date Mortgaged Property~~ ~~” shall mean the Material~~ ~~Real Property set forth on Schedule 4.5 to this Agreement~~ ~~and more particularly defined in the Mortgage for such real property.~~

“ COAC ” means Cerberus Operations and Advisory Company LLC, a Delaware limited liability company.

“ Code ” shall mean the Internal Revenue Code of 1986, as the same may be amended or supplemented from time to time, and any successor statute of similar import , and , in each case, the regulations promulgated thereunder .

“ Collateral ” shall mean and include:

(a) all Receivables;

(b) all Equipment;

(d) all Money and Deposit Accounts;

(e) all Intellectual Property;

(f) all Inventory;

(g) all Investment Property;

(h) all Real Property;

(i) all Pledged Equity;

For the avoidance of doubt, the Collateral shall not include any of the Excluded Assets.

For the avoidance of doubt, as of the Closing Date, none of the Note Parties has executed or delivered in favor of Agent a leasehold mortgage encumbering any of the Leasehold Interests

and the execution of such leasehold mortgage is not a condition precedent under Section 8.1 hereof. In addition, none of the Note Parties shall be required after the Closing Date to execute or deliver in favor of Agent any such leasehold mortgage.

“Commercial Agreements” shall mean, collectively, (i) the contracts with Customers that relate to oil field services and related activities and to ancillary, supplementary and complementary lines of business and that provide any source of Operating Revenue and (ii) any other material agreements related to the business and operations of Holdings and its Restricted Subsidiaries.

“ Commitment ” means a Term Commitment and/or Delayed Draw Commitment, as the context may require.

“ Commitment Letter ” means that certain letter agreement, dated as of June 27, 2014, between Holdings and PIMCO.

“ Compliance Certificate ” shall mean a compliance certificate substantially in the form attached hereto as Exhibit 1.2 to be signed by the Chief Financial Officer or Controller of the Issuer, which shall state that, based on an examination sufficient to permit such officer to make an informed statement, no Default or Event of Default exists, or if such is not the case, specifying such Default or Event of Default, its nature, when it occurred, whether it is continuing and the steps being taken with respect to such default and, such certificate shall have appended thereto calculations or confirmations which set forth the Note Parties’ and the Restricted Subsidiaries’ compliance with the requirements or restrictions imposed by Sections ~~2.5(c) (solely for purposes of the Compliance Certificate delivered pursuant to Section 9.6 for the fiscal year ended December 31, 2015),~~ 6.5, 6.10, 7.4, 7.5, 7.7, and 7.8.

“ Contract Rate ” shall have the meaning set forth in Section 3.1 hereof.

“ Covenant Trigger Event ” ~~means~~ shall mean that the Excess Availability on any day is less than or equal to ~~25% of the Aggregate Revolver Commitments~~ $20,000,000 . For purposes hereof, the occurrence of a Covenant Trigger Event shall be deemed to be continuing until the Excess Availability ~~is greater than 25% of the Aggregate Revolver Commitments~~ exceeds $20,000,000 for thirty (30) consecutive days, after which 30-day period a Covenant Trigger Event shall no longer be deemed to be continuing for purposes of this Agreement.

“ Cumulative Credit ” means, at any date, an amount, determined on a cumulative basis equal to, without duplication:

(a) the Cumulative Retained Excess Cash Flow Amount at such time, plus

(b) the cumulative amount of cash and Cash Equivalent proceeds from (x) the sale of ~~Qualified~~ Equity Interests ~~of the Issuer or~~ (other than Disqualified Equity Interests ) of ~~any~~ ~~direct or indirect Parent of the Issuer~~ or from capital contributions (other than for Disqualified Equity Interests) to Holdings, in each case, after the Closing Date and on or prior to such time (including upon exercise of warrants or options ~~) (other than~~ but excluding any amount used for an Equity Cure) ~~which~~ , in each case as long as the proceeds thereof have been contributed as common equity to the capital of the Issuer, and (y) the issuance of Subordinated Indebtedness after the Closing Date ; plus

(d) any Retained Declined Proceeds not used to optionally prepay the Notes pursuant to Section 2.4(a) or otherwise applied ~~, plus~~ to repay the First Lien Term Loan Debt, minus

~~(e) the proceeds of Qualified Subordinated Indebtedness~~ ~~received by the Issuer~~ , ~~minus~~

~~(f) any~~ ~~amount of the Cumulative Credit~~ ~~used to make distributions pursuant to Section 7.7(iv) after the Closing Date and prior to such time,~~ ~~minus~~

( g e ) any amount of the Cumulative Credit used to purchase or acquire obligations or Equity Interests of, or any other interest in, any Person, or to make advances, loans or extensions of credit to any Person, pursuant to Section 7.4(g) and Section 7.5(e), minus

( h f ) any amount of the Cumulative Credit used to make prepayments, redemptions, purchases, defeasances and other payments in respect of Subordinated Indebtedness pursuant to Section 7.16(iv) after the Closing Date and prior to such time.

For the avoidance of doubt, no portion of the capital contribution of $200,000,000 made by Parent Guarantor to the Issuer on or about the Fourth Amendment Closing Date shall be included in the calculation , as of any date of determination, of the amount of the Cumulative Credit .

“ ~~Current Assets~~ ~~” shall mean,~~ ~~as at any date of determination, the total assets of the Issuer and~~ ~~its Restricted Subsidiaries~~ ~~(other than cash and~~ ~~Cash Equivalents~~ ~~) which may properly be classified as current assets~~ ~~on a consolidated balance sheet of~~ ~~the Issuer and its Restricted Subsidiaries in accordance with GAAP.~~

“ ~~Current Liabilities~~ ” shall mean, as at any date of determination, the total liabilities of the Issuer and its Restricted Subsidiaries which may properly be classified as current liabilities (other than the current portion of any long term indebtedness) on a consolidated balance sheet of the Issuer and its Restricted Subsidiaries in accordance with GAAP.

“ Customer Real Property ” shall have the meaning set forth in Section 4.19(a) hereof.

“ Declined Proceeds ” shall have the meaning set forth in Section 2.5(f) hereof.

“ Default ” shall mean an event, circumstance or condition which, with the giving of notice or passage of time or both, would constitute an Event of Default.

“ Default Rate ” shall have the meaning set forth in Section 3.1(c) hereof.

“ Defaulting Purchaser ” shall mean, subject to Section 2.8(b), any Purchaser that (a) has refused (which refusal may be given verbally or in writing to the Issuer and has not been

retracted) or failed to perform any of its purchase obligations hereunder, including in respect of its Notes, which refusal or failure is not cured within one (1) Business Day after the date of such refusal or failure, (b) has notified the Issuer that it does not intend to comply with its purchase obligations or has made a public statement to that effect with respect to its purchase obligations hereunder, (c) has failed, within three (3) Business Days after request to such Purchaser by the Issuer, to confirm that it will comply with its purchase obligations ( provided that such Purchaser shall cease to be a Defaulting Purchaser pursuant to this clause (c) upon receipt of such written confirmation by the Issuer), or (d) prior to its purchase obligations hereunder having been satisfied (or the relevant Commitments having been terminated) with respect to the Term Notes and the Delayed Draw Notes, has, or has a direct or indirect parent company that has, after the date of this Agreement, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or a custodian appointed for it, or (iii) taken any action in furtherance of, or indicated its consent to, approval of or acquiescence in any such proceeding or appointment; provided that a Purchaser shall not be a Defaulting Purchaser solely by virtue of the ownership or acquisition of any equity interest in that Purchaser or any direct or indirect parent company thereof by a Governmental Body so long as such ownership interest does not result in or provide such Purchaser with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Purchaser (or such Governmental Body) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Purchaser.

“ Delayed Draw Availability Period ” means the period from but excluding the Closing Date to but including the first anniversary of the Closing Date.

“ Delayed Draw Funding Date ” shall have the meaning set forth in Section 2.2(b) hereof.

“ Delayed Draw Note ” shall have the meaning set forth in the recitals to this Agreement.

“ DIP Financing ” shall mean any financing obtained under Section 363 or Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law.

occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Notes and all other Obligations that are accrued and payable and the termination of the Commitments), (b) is redeemable at the option of the holder thereof , in whole or in part (other than solely for ~~Qualified~~ Equity Interests ~~and~~ not constituting Disqualified Equity Interests, including Qualified Preferred Stock, and cash payments in lieu of the issuance of fractional shares other than as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Notes and all other Obligations that are accrued and payable and the termination of the Commitments), in whole or in part, (c) provides for the scheduled payments of dividends in cash prior to the repayment in full of the Notes and all other Obligations that are accrued and payable and the termination of the Commitments, or (d) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the date that is ninety-one (91) days after the Latest Maturity Date at the time of issuance of such Equity Interests.

“ Dollar ” and the sign “ $ ” shall mean lawful money of the United States of America.

“ Domestic Subsidiary ” shall mean any Subsidiary that is organized under the laws of the United States, any state thereof or the District of Columbia.

“ Earnings Before Interest and Taxes ” shall mean for any period the sum of (a) net income (or loss) of ~~the Issuer~~ Holdings on a Consolidated Basis for such period, plus (b) without duplication and to the extent reflected in arriving at such net income (or loss) the sum of (i) all interest expense, minus all interest income earned, in each case of or by ~~the Issuer~~ Holdings on a Consolidated Basis for such period, (ii) all charges against income of ~~the Issuer~~ Holdings on a Consolidated Basis for such period for federal, state and local taxes, (iii) all extraordinary, unusual or non-recurring losses or charges (including severance, relocation, restructuring, litigation settlements or losses and fees and expenses incurred in connection with the commencement of operations or a new business of the Issuer or any of its Restricted Subsidiaries), provided , that the aggregate amount of losses or charges added back pursuant to this clause (iii) for any ~~fiscal year~~ Fiscal Year , together with the aggregate amount of pro forma adjustments in the form of cost savings, operating expense reductions or synergies increasing EBITDA for purposes of any pro forma calculation under this Agreement for such ~~fiscal year~~ Fiscal Year , shall not exceed (w) $ ~~15,000,000 for the fiscal year~~ ~~ending December 31,~~ ~~2014, (x) $~~ 12,000,000 for the ~~fiscal year~~ Fiscal Year ending December 31, 2015, ( y x ) $ ~~12,000,000~~ 17,500,000 for the ~~fiscal year~~ Fiscal Year ending December 31, 2016 and ( z y ) $ ~~10,000,000~~ 12,800,000 for each ~~fiscal year~~ Fiscal Year ending after December 31, 2016, (iv) all losses realized upon the disposition of assets outside of the Ordinary Course of Business, (v) all losses attributable to the early extinguishment of Indebtedness or acquisition accounting ( including (x) the effect of any non-cash items resulting from any amortization, write-down or

write-off of assets ( , including intangible assets, goodwill and deferred financing costs and (y ) ~~, including~~ in connection with the transactions contemplated by this Agreement or any Permitted Acquisition ) or any similar transaction permitted pursuant to Section 7.4) , and (vi) all non-cash compensation charges, including any such charges arising from stock options, restricted stock grants or other equity incentive programs less (c) the sum of (i) all extraordinary, unusual or non-recurring gains, (ii) all gains realized upon the disposition of assets outside of the Ordinary Course of Business, and (iii) all income attributable to the early extinguishment of Indebtedness or acquisition accounting ( including (x) the effect of any non-cash items resulting from any amortization , or write-up of assets (including intangible assets, goodwill and deferred financing costs and (y ) , including in connection with the transactions contemplated by this Agreement or , any Permitted Acquisition or any similar transaction permitted pursuant to Section 7.4 ).

“ Earnout ” shall mean, as to any Person at any time, any and all indebtedness, obligations or liabilities (whether matured or unmatured, liquidated or unliquidated, direct or indirect, absolute or contingent, or joint or several) of such Person for or in respect of all obligations of such Person for “earnouts,” purchase price adjustments, profit sharing arrangements, deferred purchase money amounts and similar payment obligations or continuing obligations of any nature of such Person arising out of purchase and sale contracts . ; provided, however, that for purposes of this definition, “Earnout” shall not include any consideration or any other payments made or to be made to the Seller Companies (as defined in the Trican Asset Purchase Agreement) (or their successors or assigns) under any Trican Acquisition Document in effect as of the Fourth Amendment Closing Date .

“ EBITDA ” shall mean for any period the sum of (a) Earnings Before Interest and Taxes for such period, plus (b) without duplication and to the extent reflected in arriving at net income (or loss) and not added back to Earnings Before Interest and Taxes, the sum of (i) depreciation expenses for such period, (ii) amortization expenses for such period, including, without limitation, non-cash amortization expenses of deferred financing costs, (iii) fees and expenses incurred in connection with (1) the Transactions and the Subject Transactions , (2) the financing of any Capital Expenditures or the incurrence of Permitted Indebtedness, and (3) Permitted Acquisitions, (iv) unrealized losses under any interest or currency Swap Contract, and (v) fees and expenses paid in cash to COAC to the extent permitted under Section 7.10(b) hereof minus (c) unrealized gains under any interest or currency Swap Contract. To the extent any provision of this Agreement permits the calculation of EBITDA on a pro forma basis (whether for calculating the Leverage Ratio, Fixed Charge Coverage Ratio or any other test or ratio), the aggregate amount of all such pro forma adjustments increasing EBITDA in the form of cost savings, operating expense reductions or synergies for any ~~fiscal year~~ Fiscal Year , when added to the aggregate amount added back pursuant to clause (iii) of the defined term “Earnings Before Interest and Taxes” for such ~~fiscal year~~ Fiscal Year , shall not exceed (w) $ ~~15,000,000 for the fiscal year ending December 31, 2014, (x) $~~ 12,000,000 for the ~~fiscal year~~ Fiscal Year ending December 31, 2015, ( y x ) $ ~~12,000,000~~ 17,500,000 for the ~~fiscal year~~ Fiscal Year ending December 31, 2016 and ( z y ) $ ~~10,000,000~~ 12,800,000 for each ~~fiscal year~~ Fiscal Year ending after December 31, 2016.

“ECF Account” shall have the meaning provided in the definition of Excess Cash Flow.

“ Environmental Complaint ” shall have the meaning set forth in Section 4.19(d) hereof.

“ Equity Cure ” shall have the meaning set forth in Section 11.5.

“ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time and the rules and regulations promulgated thereunder.

“Event of Abandonment” shall mean any of the following shall have occurred: (i) the abandonment, suspension or cessation by any Note Party of all or a material portion of the activities or assets related to the Fracking Fleets or the Commercial Agreements (solely to the extent such abandonment, suspension or cessation is materially inconsistent with the course of business contemplated by Section 6.2) for a period in excess of 180 consecutive days (other than (x) as a result of force majeure so long as Holdings and its Restricted Subsidiaries are diligently attempting to resume such activities, (y) with respect to any assets that the Issuer has determined are not commercially viable or (z) any event or occurrence adequately covered (other than to the extent of customary deductibles) by insurance (including business interruption insurance) pursuant to which the insurer has been notified and has not denied coverage); or (ii) a formal, public announcement by Holdings or its Restricted Subsidiaries of a decision to abandon or indefinitely defer or suspend a material portion of the business activities of Holdings and its Restricted Subsidiaries, described in Section 5.20.

“ Event of Default ” shall have the meaning set forth in Article X hereof.

“ Excess Availability ” shall mean , as of any date of determination, the amount equal to (a) the “Undrawn Availability” ( as defined in the Revolving Credit Agreement ( as of the Fourth Amendment Closing Date) , as of such date plus (b) the aggregate amount of un-Restricted cash and Cash Equivalents ~~(other than~~ ~~Restricted Cash)~~ ~~, in each case,~~ ~~included on the consolidated balance sheet of the Issuer~~ , of Holdings and the Restricted Subsidiaries on deposit as of such date , ~~contained in~~ ~~deposit or securities~~ in any and all bank accounts in the name of Holdings and its Restricted Subsidiaries and subject to a control ~~agreements~~ ~~in favor of Agent and~~ ~~free and clear of all Liens (~~ ~~other than~~ ~~nonconsensual Liens, customary Liens in favor of any bank or securities intermediary that maintains any such deposit or securities accounts, Liens in favor of~~ ~~Agent for the benefit of the~~ ~~Note Parties and Liens in favor of the agent~~ ~~for the benefit of the~~ ~~lenders under~~ agreement in favor of the Agent (solely to the extent such amount of un-Restricted cash and Cash Equivalents have not been included in the Formula Amount (as defined in the Revolving Credit ~~Facility, all~~ ~~to the extent permitted~~ ~~by Section 7.2~~ Agreement) set forth on any Borrowing Base Certificate (as defined in the Revolving Credit Agreement) ).

“ Excess Cash Flow ” ~~for any fiscal period~~ shall mean, ~~in each case for Issuer on a Consolidated Basis, EBITDA for such fiscal period,~~ ~~minus~~ the sum (without duplication) of: (a) Unfunded Capital Expenditures during such fiscal period, (b) taxes (and distributions made in connection therewith) actually paid (or distributed) in cash during such fiscal period, (c) interest expense to the extent actually paid in cash and added back to net income pursuant to clause (b)(i) of the defined term “Earnings Before Interest and Taxes” during such fiscal period, (d) the excess, if any, of Net Working Capital at the end of such period over Net Working Capital at the beginning of such period (or, if the difference results in an amount less than zero, minus the excess, if any, of Net Working Capital at the beginning of such period over Net Working Capital at the end of such period), (e) the aggregate amount of all principal payments and repayments of

Indebtedness to the extent financed with Internally Generated Cash (other than (A) payments and repayments made in respect of any revolving credit facility (including the Revolving Credit Facility) unless there is a corresponding reduction in commitments thereunder, (B) optional prepayments made pursuant to Section 2.4 or (C) mandatory prepayments made pursuant to Section 2.5(c)) made during such period, (f) out-of-pocket expenses paid in cash during such period in connection with Permitted Acquisitions and the incurrence of Permitted Indebtedness, (g) payments made in cash during such period to the extent added back to net income pursuant to clause (b)(iii) of the defined term “Earnings Before Interest and Taxes”, (h) cash payments made during such period in respect of interest rate or currency Swap Contracts, (i) dividends and distributions made in cash during such period pursuant to clauses (ii), (v)(i), (v)(ii) and (to the extent not already deducted pursuant to clause (i) below) (v)(iii) of Section 7.7, (j) payments made in cash during such period in connection with any Qualified Earnout and (i) fees and expenses paid in cash during such period to COAC to the extent permitted under Section 7.10(b) hereof. for any Excess Cash Flow Period , the sum of (i) the excess of (a) the aggregate amount of cash, Cash Equivalents and other investments on deposit in the deposit, securities and other accounts of Holdings and its Restricted Subsidiaries other than amounts on deposit in (1) the Keane Completions Account and (2) the Other Excepted Accounts (such accounts, other than those referenced in sub-clauses (1) and (2) above, the “ECF Accounts”) as of the last day of the applicable Excess Cash Flow Period over (b) the aggregate amount of cash, Cash Equivalents and other investments on deposit in all ECF Accounts as of the beginning of the first day of such Excess Cash Flow Period, after giving pro forma effect to the aggregate reduction in cash in such ECF Accounts to fund the mandatory prepayment made during such Excess Cash Flow Period to satisfy the requirements of Section 2.5(c) (or the corresponding provision of the First Lien Term Loan Agreement) with respect to the immediately preceding Excess Cash Flow Period and excluding any amounts on deposit in the ECF Accounts to the extent such amounts constitute cash proceeds subject to mandatory prepayment in accordance with Sections 2.5(a) and (d) (or subject to the mandatory prepayment requirements of the First Lien Term Loan Agreement) and (ii) the aggregate amount of Growth Capital Expenditures to the extent such Growth Capital Expenditures do not constitute (x) Growth Capital Expenditures consented to by the Required Purchasers or (y) Growth Capital Expenditures funded with the cash proceeds from any capital contribution or any sale, issuance offering or placement of Equity Interests (other than Disqualified Equity Interests) of the Issuer.

“ Excess Cash Flow Period ” ~~means~~ ~~each fiscal year~~ ~~of the Issuer commencing with and including~~ ~~the fiscal year~~ shall mean (i) with respect to the repayment required on the Excess Cash Payment Date in respect of the Fiscal Year of Holdings ending December 31, ~~2015~~ 2016, the period from the Fourth Amendment Closing Date to December 31, 2016 (taken as one accounting period) and (ii) with respect to the repayment required on each successive Excess Cash Payment Date, the immediately preceding Fiscal Year of Holdings, but in all cases for purposes of calculating the Cumulative Retained Excess Cash Flow Amount shall only include such ~~fiscal years~~ Fiscal Years for which financial statements and a Compliance Certificate have been delivered in accordance with Section 9.6 and for which any prepayments required by Section 2.5(c) (if any) have been made (it being understood that the Retained Percentage of Excess Cash Flow for any Excess Cash Flow Period shall be included in the Cumulative Retained Excess Cash Flow Amount regardless of whether a prepayment is required by Section 2.5(c)).

“Excess Cash Payment Date” shall mean the date occurring five days after the last day of each Fiscal Year of Holdings (commencing with the Fiscal Year of Holdings ending December 31, 2016).

“ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended.

“ Excluded Assets ” shall mean (a) any asset of a Foreign Subsidiary or any Equity Interests of a Foreign Subsidiary or CFC Holdco (other than 65% of the common voting Equity Interests and 100% of any non-voting Equity Interests of any first-tier Foreign Subsidiary or first-tier CFC Holdco, each of which shall constitute Collateral), (b) Equity Interests of any Unrestricted Subsidiary ~~or of any Subsidiary not constituting a Material Subsidiary~~ , (c) assets if the granting of a security interest in such asset would (I) be prohibited by Applicable Law (but proceeds and receivables thereof, the assignment of which is expressly deemed effective under the UCC, shall not be deemed excluded from the Collateral regardless of such prohibition), or (II) be prohibited by contract (except to the extent such prohibition is overridden by UCC Section 9-408) (but proceeds and receivables thereof shall not be deemed to be excluded from the Collateral regardless of such prohibition), in each case unless and until such prohibition is no longer in effect, (d) any property and assets, the pledge of which would require approval, license or authorization of any Governmental Body, unless and until such consent, approval, license or authorization shall have been obtained or waived, (e) any fee owned Real Property (other than any Material Real Property) and any Leasehold Interests, (f) any Vehicle having an individual fair market value less than $50,000, (g) any “intent to use” trademark application and (h) assets in circumstances where the Required Purchasers reasonably determine that the cost, burden or consequences (including adverse tax consequences) of obtaining or perfecting a security interest in such assets is excessive in relation to the practical benefit afforded thereby.

“ Excluded Subsidiary ” means (a) any Foreign Subsidiary, (b) any Unrestricted Subsidiary, (c) any CFC Holdco ~~and~~ , (d) any Domestic Subsidiary that is a direct or indirect Subsidiary of a Foreign Subsidiary that is a CFC and (e) any Domestic Subsidiary whose assets consist solely of its ownership interest in one or more CFCs .

“ FASB ASC ” means the Accounting Standards Codification of the Financial Accounting Standards Board.

“ FATCA ” shall mean Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), and any current or future regulations thereunder or official interpretations thereof , any agreement entered into pursuant to Section 1471(b)(1) of the Code and any intergovernmental agreements (and related legislation or official administrative guidance) implementing the foregoing .

“Fiscal Quarter” shall mean, for any Fiscal Year, (i) the fiscal period commencing on January 1 of such Fiscal Year and ending on March 31 of such Fiscal Year, (ii) the fiscal period commencing on April 1 of such Fiscal Year and ending on June 30 of such Fiscal Year, (iii) the fiscal period commencing on July 1 of such Fiscal Year and ending on September 30 of such Fiscal Year and (iv) the fiscal period commencing on October 1 of such Fiscal Year and ending on December 31 of such Fiscal Year.

“Fiscal Year” shall mean the fiscal year of Holdings and its Restricted Subsidiaries ending on December 31 of each calendar year.

“ First Lien Term Loan Agent ” shall mean the agent under the First Lien Term Loan Agreement.

“First Lien Term Loan Debt” shall mean the Indebtedness incurred by any Note Party under the First Lien Term Loan Agreement.

“First Lien Term Loan Lenders” shall mean the lenders from time to time party to the First Lien Term Loan Agreement.

“ Fixed Charge Coverage Ratio ” shall mean and include, with respect to any fiscal period, the ratio of (a) (i) the sum of EBITDA for such period, (ii) minus Unfunded Capital Expenditures made during such period, (iii) minus (and, for avoidance of doubt, without duplication of any of the following) distributions (including tax distributions) and dividends pursuant to Section 7.7 made in cash during such period, (iv) minus cash taxes paid during such period and (v) minus cash payments made in respect of Attributable Indebtedness to (b) all Fixed Charges, all calculated for ~~the Issuer~~ Holdings on a Consolidated Basis. For purposes of calculating the Fixed Charge Coverage Ratio (and Fixed Charges), such calculation shall be made on a pro forma basis so as to give effect to any Permitted Acquisitions or any similar transactions permitted pursuant to Section 7.4 which have been consummated and any Indebtedness (including for the avoidance of doubt the incurrence of Indebtedness under this Agreement ~~and the Revolving Credit~~ ~~Agreement on the Closing Date~~ ) which shall have been incurred, in each case during the relevant fiscal period as if such consummation or incurrence had occurred on the first day of such period.

“Force Majeure Event” shall mean acts, occurrences, events and conditions beyond the reasonable control of the party claiming relief on the basis of the occurrence of the Force Majeure Event which delays or renders impossible the performance of the Note Parties of their obligations under Section 6.15 and which could not have been prevent or avoided by the Note Parties through the exercise of due diligence, including acts of God, earthquakes, fires, floods, storms, and other sudden actions of the elements, insurrection, terrorism, acts of war (whether declared or otherwise), and labor disputes affecting PennDOT (or the department of transportation in the relevant jurisdiction, as applicable) and resulting in the cessation of the processing of certificates of title .

“ Foreign Subsidiary ” of any Person, shall mean any Subsidiary of such Person that is not a Domestic Subsidiary.

“Fourth Amendment” means that certain Fourth Amendment to this Agreement , dated as of March 15, 2016.

“Fourth Amendment Closing Date” shall mean the date on which all conditions precedent to the effectiveness of the Fourth Amendment shall have been satisfied or waived in writing by the Agent.

“Fracking Fleet” shall mean each group consisting of fracking rigs, trucks, pumps, a data van and other vehicles and Equipment that, taken as a whole, (i) when deployed, is capable of providing a Customer with a typical level of hydraulic fracturing services in accordance with the applicable Commercial Agreement in any one location based upon historical operations of Holdings and its Restricted Subsidiaries and (ii) represents, based on historical operations, on average, approximately 40,000 hydraulic horsepower.

“Fracking Fleet Maintenance Report” shall mean a monthly report substantially in the form of Exhibit E.

“Fracking Fleet Preservation Program ” shall mean the maintenance program that addresses the repair, maintenance and storage of each idle Fracking Fleet as more particularly described in Exhibit F.

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

“ Governmental Body ” shall mean any nation or government, any state or other political subdivision thereof or any entity, authority, agency, division or department exercising the executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to a government . (including any supra-national bodies such as the European Union or the European Central Bank) and any group or body charged with setting financial accounting or regulatory capital rules or standards (including, without limitation, the Financial Accounting Standards Board, the Bank for International Settlements or the Basel Committee on Banking Supervision or any successor or similar authority to any of the foregoing).

“Growth Capital Expenditures” shall mean Capital Expenditures of the Note Parties in connection with the purchase, construction or other acquisition of new fixed assets (excluding any amounts (x) used to maintain, repair, renew, replace, retrofit, restore, reorganize (i.e., repositioning of fixed assets), reconfigure, substitute or otherwise replace any fixed assets, or required to be made in accordance with Applicable Law or any Governmental Body, (y) paid in connection with the consummation of a Permitted Acquisition, or (z) funded with the proceeds of any issuance of Equity Interests not constituting Disqualified Equity Interests or of any capital contributions to the Issuer).

“ Guggenheim Purchasers ” shall mean the Purchasers set forth on Schedule B hereto.

“ Hazardous Discharge ” shall ~~have the meaning~~ ~~set forth in Section~~ ~~4.19(d) hereof.~~ mean, without limitation, any Release of a reportable quantity of any Hazardous Substances at the Real Property or any Customer Real Property that would reasonably be expected to result in a Material Adverse Effect.

“ Hazardous Substance ” shall mean, without limitation, any flammable explosives, radioactive materials, friable and damaged asbestos, polychlorinated biphenyls, petroleum and petroleum products, methane, hazardous materials, Hazardous Wastes, hazardous substances or Toxic Substances or related materials as defined in CERCLA, the Hazardous Materials Transportation Act, as amended (49 U.S.C. Sections 5101, et seq.), RCRA, ~~Articles 15 and 27 of the New York State Environmental Conservation Law~~ or any other applicable Environmental Law ~~and in the regulations adopted pursuant thereto~~ .

“ Holdings ” shall have the meaning set forth in the preamble to this Agreement.

“Holdings on a Consolidated Basis” shall mean the consolidation in accordance with GAAP of the accounts or other items of the Issuer and its Restricted Subsidiaries.

“ Incremental Amendment ” shall have the meaning set forth in Section 2.7(g).

“ Incremental Amendment Date ” shall have the meaning set forth in Section 2.7(d).

“ Incremental Commitments ” shall have the meaning set forth in Section 2.7(a).

“ Incremental Note ” has the meaning set forth in Section 2.7(b).

“ Incremental Note Closing Date ” shall have the meaning set forth in Section 2.7(b).

“ Incremental Purchasers ” shall have the meaning set forth in Section 2.7(c).

“ Incremental Request ” has the meaning set forth in Section 2.7(a).

“ Intercreditor Agreement ” means, collectively, (a) the intercreditor agreement dated as of the Closing Date, among Agent, the Purchasers, the Revolving Facility Agent and the lenders party to the Revolving Credit Agreement, attached as Exhibit C hereto, as the same may be amended, restated, modified, substituted, replaced or supplemented from time to time as permitted hereunder and (b) the ~~Intercreditor Agreement~~ intercreditor agreement dated as of the Fourth Amendment Closing Date , among Agent ~~and~~ , the First Lien Term Loan Agent and the Note Parties party thereto , as the same may be amended, restated, modified, substituted, replaced or supplemented from time to time as permitted hereunder.

“ Interest Payment Date ” shall mean March 31, June 30, September 30 and December 31 of each year and the Maturity Date.

“ Internally Generated ~~Cash” means~~ ~~, with respect to~~ ~~any Person, funds~~ ~~of such~~ ~~Person~~ Funds” shall mean any amount generated by the Issuer and its Restricted Subsidiaries ~~not constituting~~ ~~(x) proceeds~~ ~~of the issuance of~~ ~~(or contributions in respect of)~~ ~~Equity Interests of such Person~~ ~~, (y)~~ representing, without duplication, (i) Operating Revenue or (ii) the proceeds of from the incurrence of Indebtedness ~~(other than the~~ ~~incurrence of extensions of credit~~ under the Revolving Credit ~~Facility~~ ~~or any other~~ ~~revolving credit or similar facility) by such Person or any~~ ~~of its Restricted Subsidiaries (including, for the avoidance of doubt,~~ ~~proceeds received~~ ~~in connection with a~~ ~~Capitalized Lease or Sale-Leaseback Transaction) or (z) proceeds of sales, dispositions or Casualty Events~~ ~~(other than ordinary course~~ ~~dispositions of Inventory or Receivables).~~ Agreement.

“ Issuer ” shall have the meaning set forth in the preamble to this Agreement.

~~“Issuer~~ ~~on a Consolidated Basis” shall mean the consolidation in accordance with GAAP of the accounts or other items of the Issuer and its Restricted Subsidiaries.~~

“ Keane Completions ” shall mean Keane Completions CN Corp., a corporation organized under the laws of British Columbia.

“Keane Completions Account” shall mean the accounts, with account nos. 1148246 and 4023388, the name of Keane Completions maintained with the Royal Bank of Canada, with an aggregate amount therein not to exceed $ 3,000,000.

“ Keane Completions Lease Guaranty ” shall mean any agreement by any Note Party or any Restricted Subsidiary pursuant to which such Note Party or such Restricted Subsidiary shall have guaranteed, or otherwise agreed to be liable for, the payment when due and performance of the obligations of Keane Completions , up to an aggregate amount not to exceed $ 3,000,000, arising under any real property lease to which Keane Completions is a party as lessee or tenant.

“ KGH ” shall mean Keane Group Holdings, LLC, a Delaware limited liability company.

“ Leasehold Interests ” shall mean all of each Note Party’s right, title and interest in and to, and as lessee, sublessee or licensee in, to and under leases, subleases or licenses of the premises identified on Schedule 4.5 hereto.

“ Leverage Ratio ” shall mean, as of any date, the ratio of (a) Total Net Debt outstanding on such date to (b) EBITDA for the preceding period of four ~~fiscal quarters~~ Fiscal Quarters ending closest to such date, all calculated for ~~the Issuer~~ Holdings on a Consolidated Basis. Solely for purposes of calculating the Leverage Ratio, EBITDA shall be calculated on a pro forma basis so as to give effect to any Permitted Acquisition or any similar transaction permitted pursuant to Section 7.4 which shall have been consummated in accordance with the definition thereof during such period of four ~~fiscal quarters~~ Fiscal Quarters as if such consummation had occurred on the first day of such period.

“ Lien ” shall mean any mortgage, deed of trust, pledge, hypothecation, assignment, security interest, lien (whether statutory or otherwise), ~~Charge~~ charge , claim or encumbrance, or preference, priority or other security agreement or preferential arrangement held or asserted in respect of any asset of any kind or nature whatsoever including any conditional sale or other title retention agreement, the interest of any lessor under any contract designated as a lease that would be deemed to be a security interest under the applicable provisions Uniform Commercial Code (including Section 1-203 thereof) and the filing of any financing statement under the Uniform Commercial Code or comparable law of any jurisdiction (other than precautionary lien filings).

“ Material Adverse Effect ” shall mean a material adverse effect on (a) the financial condition, results of operations, assets, business or properties of ~~the Issuer~~ Holdings on a Consolidated Basis, (b) any Note Party’s ability to duly and punctually pay or perform the Obligations in accordance with the terms thereof, (c) the value of ~~a material portion of~~ the Collateral, or Agent’s Liens on the Collateral or the priority of any such Lien or (d) the Agent’s and each Purchaser’s rights and remedies available under this Agreement and the other Note Documents.

“ Material Contract ” shall mean any contract, agreement, instrument, lease or license, written or oral, of entered into by any of the Note Parties, which is material to ~~such~~ the Note ~~Party’s~~ Parties’ business, taken as a whole, or which, the failure to comply with, would reasonably be expected to result in a Material Adverse Effect.

~~“Material Subsidiary” means, at~~ ~~any date of determination, each of~~ the Issuer’s Subsidiaries (a) whose total assets (when combined with the assets of such Subsidiary’s Subsidiaries after eliminating intercompany obligations) at the last day of the most recent four fiscal quarter period were equal to or greater than 5% of Total Assets at such date or (b) whose EBITDA (when combined with the EBITDA of such Subsidiary’s Subsidiaries, after eliminating intercompany obligations) for such four fiscal quarter period were equal to or greater than 5% of the consolidated EBITDA of the Issuer and ~~its Restricted Subsidiaries~~ ~~for such period, in each case determined in accordance with GAAP; provided that if, at any time and~~ ~~from time to time~~ ~~after the Closing Date, Subsidiaries whose Equity Interests constitute Excluded Assets solely because they do not meet the thresholds set forth in clauses (a) or (b) comprise~~ ~~in the aggregate~~ more than 5% of Total Assets as of the end of the most recently ended fiscal quarter of the Issuer for which financial statements have been delivered pursuant to Sections 9.6 or 9.7 or more than 5% of the consolidated EBITDA of the Issuer and its Restricted Subsidiaries for such four fiscal quarter period then ended, then the Issuer shall, not later than ~~forty-five (45) days after the~~ ~~date by which financial statements for such quarter are required to be delivered pursuant to this Agreement (~~ ~~or such longer period as the Required Purchasers may agree in~~ their discretion), (i) designate in writing to Agent and the Purchasers one or more of such Domestic Subsidiaries as “Material Subsidiaries” to the extent required such that the foregoing condition ceases to be true and (ii) provide a perfected security interest in the assets owned by and the Equity Interests of such Subsidiary to the extent otherwise required under ~~this Agreement and the other Note Documents~~ ~~(including~~ ~~, to the extent~~ ~~required, delivery of~~ ~~(i) a~~ ~~supplement~~ ~~to the~~ ~~Pledge Agreement in respect thereof executed~~ ~~by the~~ ~~applicable~~ ~~Note Party~~ ~~holding such Equity Interests,~~ ~~to the~~ ~~extent~~ ~~such Note Party~~ ~~is not otherwise a party thereto,~~ ~~and (ii)~~ ~~an Additional Guarantor Supplement).~~

“ Maximum Priority First Lien Loan Amount ” means (x) $100,000,000, less the aggregate amount of all repayments of principal of the loans made under the First Lien Term Loan Agreement on and after the Subject Transaction Effective Date plus (y) the aggregate amount of all loans made in connection with any Protective Advance or DIP Financing, in an aggregate principal amount not to exceed $75,000,000 at any time outstanding.

“Minimum Fracking Fleet Requirement” shall mean an aggregate amount of fracking rigs, trucks, pumps, a data van and other vehicles and Equipment that, taken as a whole, could be deployed as at least twenty-two (22) Fracking Fleets, with each such Fracking Fleet being capable of providing a Customer with a typical level of hydraulic fracturing services in accordance with the applicable Commercial Agreement in any one location based upon historical operations of Holdings and its Restricted Subsidiaries and with each such Fracking Fleet representing, on average, approximately 40,000 hydraulic horsepower.

“ Mortgaged Property ” shall mean ~~(i) the Closing Date~~ ~~Mortgaged Property~~ ~~and (ii)~~ ~~each Material Real Property~~ , initially, the Real Property owned in fee by any of the Note Parties as set forth on Schedule 4.5 and subsequently shall include any other Real Property owned in fee by any of the Note Parties which is encumbered (or required to be encumbered) by a Mortgage ~~delivered~~ ~~after the Closing Date~~ ~~, if any,~~ pursuant to this Agreement.

“ Narrative Report ” shall mean, with respect to the financial statements for which such narrative report is required, a narrative report describing (a) the results of operations of the Issuer and its Subsidiaries for the applicable ~~fiscal quarter or fiscal year~~ Fiscal Quarter or Fiscal Year and for the period from the beginning of the then current ~~fiscal year~~ Fiscal Year to the end of such period to which such financial statements relate and otherwise containing information substantially similar to the type customarily found in a management discussion and analysis and (b) in reasonable detail, all material changes made to any Material Contract and/or each Material Contract entered into by any Note Party, in each case, since the most recently delivered Narrative Report.

~~“ ~~Net Working Capital~~ ”~~ ~~means, as of any date of determination,~~ ~~Current Assets~~ ~~as of such date~~ ~~minus Current Liabilities~~ ~~as of such date~~ .

“Net Cash Proceeds” shall mean 100% of the cash proceeds actually received by Holdings or any of its Restricted Subsidiaries (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise and including casualty insurance

settlements and condemnation awards, but in each case only as and when actually received) from any Asset Sale or Recovery Event, after deducting (i) attorneys’ fees, accountants’ fees and banking fees (other than such fees payable pursuant to the Note Documents), (ii) payment of any obligations that are secured by any Permitted Encumbrance, (iii) other customary expenses and brokerage, consultant and other customary fees actually incurred in connection therewith, (iv) transfer taxes paid to any taxing authorities by the Note Parties in connection therewith, and (v) the amount of any reasonable reserve established in accordance with GAAP against any adjustment to the sale price or any liabilities (x) related to any of the applicable assets and (y) retained by Holdings or any of its Restricted Subsidiaries including, without limitation, any indemnification obligations (however, the amount of any subsequent reduction of such reserve (other than in connection with a payment in respect of any such liability) shall be deemed to be Net Cash Proceeds of such Asset Sale or Recovery Event occurring on the date of such reduction). For purposes of calculating the amount of Net Cash Proceeds, fees, commissions and other costs and expenses payable to the Note Parties or any of their Affiliates shall be disregarded.

“ Note Increase ” has the meaning set forth in Section 2.7(a).

“ Note Parties ” shall mean collectively (a) Holdings, (b) the Issuer and (c) each other Guarantor (each, a “ Note Party ”).

“ Notes Collateral ” shall have the meaning specified in the Intercreditor Agreement.

“ Notes ” shall mean collectively the Term Notes, the Delayed Draw Notes and any Incremental Notes.

“ Obligations ” shall mean and include any and all debts, liabilities, obligations, covenants and duties of any Note Party arising under this Agreement or any other Note Document to the Purchasers or Agent of any kind or nature, present or future (including any interest or other amounts accruing thereon, and any costs and expenses of any Person payable by the Note Parties and any indemnification obligations payable by the Note Parties arising or payable after maturity, or after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding relating to any Note Party, whether or not a claim for post-filing or post-petition interest or other amounts is allowable or allowed in such proceeding), whether or not for the payment of money, whether arising by reason of an extension of credit, opening of a letter of credit, loan, equipment lease or guarantee, under any interest or currency swap, future, option or other similar agreement, or in any other manner, whether arising

out of overdrafts or deposit or other accounts or electronic funds transfers (whether through automated clearing houses or otherwise) or out of Agent’s or any Purchaser’s non-receipt of or inability to collect funds or otherwise not being made whole in connection with depository transfer check or other similar arrangements, whether direct or indirect (including those acquired by assignment or participation), absolute or contingent, joint or several, due or to become due, now existing or hereafter arising, contractual or tortious, liquidated or unliquidated, regardless of how such indebtedness or liabilities arise or by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrument, all of the foregoing and in any such case to the extent advanced to any Note Party under, arising under or out of and/or related to this Agreement, the other Note Documents and any amendments, extensions, renewals or increases thereto, including all costs and expenses of Agent and any Purchaser incurred in the documentation, negotiation, modification, enforcement, collection or otherwise in connection with any of the foregoing, including but not limited to reasonable attorneys’ fees and expenses and all obligations of any Note Party to Agent or the Purchasers to perform acts or refrain from taking any action. For the avoidance of doubt, “Obligations” shall include any obligations arising under any Delayed Draw Notes and Incremental Notes, as well as any Prepayment Premium payable hereunder.

“ OID ” means original issue discount.

“OLV” shall mean , with respect to the Specified Assets, the orderly liquidation value of such asset as determined by Agent by reference to the Appraisal Report.

“Operating Revenue” shall mean cash amounts received by the Issuer or its Restricted Subsidiaries from any source other than (i) the proceeds of any issuance of Equity Interests of, or capital contributions to, such Persons, (ii) the proceeds of any issuance or incurrence of Indebtedness (other than the proceeds of incurrences of Indebtedness under the Revolving Credit Facility) or (iii) the proceeds of the sale, transfer or other disposition of assets or any Recovery Event.

“ ~~Original Owners~~ ” shall mean (a) Cerberus Capital Management, L.P. or any of its Affiliates and any investment funds or managed accounts which are managed or advised by Cerberus Capital Management, L.P. or one of its Affiliates and (b) each of Kevin Keane and Shawn Keane and each such individual’s estate, spouse, lineal descendants (including adoptive descendants), relatives, administrators or other personal representative or other estate planning vehicle and any custodian or trustee for the benefit of any of them.

certificate or articles of formation or organization and operating or limited liability company agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Body in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

“Original Owners” shall mean (a) Cerberus Capital Management, L.P. or any of its Affiliates and any investment funds or managed accounts which are managed or advised by Cerberus Capital Management, L.P. or one of its Affiliates and (b) each of Kevin Keane and Shawn Keane and each such individual’s estate, spouse, lineal descendants (including adoptive descendants), relatives, administrators or other personal representative or other estate planning vehicle and any custodian or trustee for the benefit of any of them.

“Other Excepted Account” shall mean each deposit, securities and other accounts of Holdings and its Restricted Subsidiaries that the Agent has agreed in writing to designate as an Other Excepted Account upon the Issuer’s request.

“ Parent ” of any Person shall mean a corporation or other entity owning, directly or indirectly at least 50% of the ~~shares of stock or other ownership interests~~ Equity Interests having ordinary voting power to elect a majority of the directors of the Person, or other Persons performing similar functions for any such Person.

“ Participant ” shall have the meaning set forth in Section 16.3(b).

“ Participant Register ” shall have the meaning set forth in Section 16.3(b).

“ Payee ” shall have the meaning set forth in Section 3.9 hereof.

“ PBGC ” shall mean the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA or any successor.

“PennDOT” shall mean the Pennsylvania Department of Transportation or any successor thereto.

“ Pension Benefit Plan ” shall mean at any time any “employee pension benefit plan” as defined in Section 3(2) of ERISA (including a Multiple Employer Plan, but not a Multiemployer Plan) which is covered by Title IV of ERISA or is subject to the minimum funding standards under ~~Sections~~ Section 412, 430 or 436 of the Code and either (i) is maintained or to which contributions are required by the Issuer or any member of the Controlled Group or (ii) has at any time within the preceding five years been maintained or to which contributions have been required by the Issuer or any entity which was at such time a member of the Controlled Group .

“ Permitted Acquisitions ” shall mean acquisitions of Equity Interests of another Person or of the assets of another Person constituting all or substantially all of the assets of such Person or a business line or division of such Person, so long as: (a) the Issuer has provided Agent and the Purchasers with (i) written notice of such acquisition at least ten (10) days prior to the expected closing date of such acquisition (or such shorter notice as the Required Purchasers may otherwise agree) and (ii) such financial and other information concerning any such acquisition as Agent or the Required Purchasers may reasonably request; (b) with respect to the acquisition of (i) Equity Interests of another Person, such Person shall, immediately prior to such acquisition, be engaged only in a business or businesses contemplated by Section 5.20, or similar or supplementary to a business or businesses contemplated by Section 5.20 and (ii) with respect to the acquisition of any assets other than Equity Interests, the acquired property and business(es) shall comprise a business or line of business, or a business unit or division of an ongoing business, which is the same as, substantially similar or supplementary to the business or businesses contemplated by Section 5.20; (c) the Issuer shall have complied with Section 6.10 and Agent shall have received a second-priority perfected security interest in all acquired assets and/or Equity Interests, as applicable, constituting Collateral (or, to the extent constituting Revolving Credit Priority Collateral, a third-priority security interest), subject to documentation satisfactory to Agent and the Required Purchasers (including, if applicable, in the case of any acquisitions of Equity Interests in an entity other than a corporation, appropriate consents from all other partners or members and amendments to organizational documents permitting a pledge thereof) (which documentation , ~~in connection with the incurrence of~~ any Delayed Draw Notes or Incremental Notes, the proceeds of which are ~~used to~~ ~~consummate~~ ~~a Permitted Acquisition,~~ ~~may~~ shall provide for post-closing periods of ~~up to~~ 90 not less than 45 days (or such longer period as agreed by the Required Purchasers)) for the delivery and/or perfection of security interests in Collateral (excluding (x) Pledged Equity with respect to which a ~~lien~~ Lien may be perfected upon closing by the delivery of a stock or equivalent certificate and (y) a Lien on Collateral that may be perfected by the filing of a financing statement under the Uniform Commercial Code ; provided that the Issuer shall use commercially reasonable efforts to perfect a Lien on Real Property constituting Collateral on the date of such closing ); (d) the Board of Directors of such ~~company~~ Person shall have duly approved the transaction; (e) the Issuer shall have delivered to Agent and the Purchasers (i) a pro forma balance sheet, pro forma financial statements and a certificate of the Chief Financial Officer or Controller of the Issuer demonstrating that, after giving effect to the consummation of any such acquisition, (1) ~~Issuer~~ Holdings on a Consolidated Basis shall be in pro forma compliance with ~~the minimum Fixed Charge Coverage Ratio covenant~~ Section 6.5 (whether or not in effect) ~~set forth in Section~~ ~~6.5 hereof~~ measured as of the end of the applicable Pro Forma Testing Period and calculated on a pro forma basis assuming that such acquisition had been consummated (and that any transactions relating to such acquisition, including the incurrence of a Qualified Earnout or any other Indebtedness , had been consummated ) on the first day of such Pro Forma Testing Period (and that all regularly scheduled interest and principal payments with respect to any such related Indebtedness had been paid during such Pro Forma Testing Period), and (2) ~~Issuer~~ Holdings on a Consolidated Basis shall have a pro forma Leverage Ratio of not greater than 3.50 to 1.00, measured as of the end of the applicable Pro Forma Testing Period and calculated on a pro forma basis assuming that such

acquisition had been consummated (and that any transactions relating to such acquisition, including the incurrence of Indebtedness had been consummated ) on the first day of such Pro Forma Testing Period (and that all regularly scheduled interest and principal payments with respect to any such related Indebtedness had been paid during such Pro Forma Testing Period), ~~and~~ (ii) projections showing the projected calculation of the Fixed Charge Coverage Ratio for each four-quarter fiscal period of the Issuer completed over the twelve-month period following the consummation of such acquisition and related transactions (including any incurrence of a Qualified Earnout or any other Indebtedness) and (iii) a certificate substantially in the form of Exhibit 8.1(g) attesting to the solvency of the Note Parties ; and (f) both immediately before and immediately after giving pro forma effect to such acquisition and related transactions, no Default or Event of Default shall have occurred and be continuing or will occur and each of the representations and warranties made by the Note Parties and the Restricted Subsidiaries in or pursuant to this Agreement and the other Note Documents (including, if applicable, as such representations and warranties apply to such newly acquired Subsidiary or newly acquired assets) shall be true and correct in all material respects (except to the extent any such representation or warranty (x) is already qualified as to materiality or the occurrence of a Material Adverse Effect, in which case each such representation or warranty so qualified shall be true and correct in all respects on and as of such date as if made on and as of such date or (y) relates to a particular date specified therein, in which case such representation shall be true and correct as of such specified date ) and the certificate referred to in clause (e) above shall include a certification as to the same; provided , that the conditions set forth in this clause (f) may be limited to the extent agreed to (A) by the applicable Incremental Purchasers pursuant to Section 2.7(d)(i) in connection with any purchase and sale of Incremental Notes and (B) by the Purchasers in connection with any purchase and sale of Delayed Draw Notes ~~; ~~provided~~ , ~~further~~ , that~~ ~~to the extent such~~ ~~acquisition is accounted for as an investment incurred pursuant to Section 7.4(g) (as certified~~ ~~in the~~ ~~certificate delivered~~ ~~by the Chief Financial Officer or Controller of the Issuer~~ ~~), the Issuer shall not have to certify or otherwise comply with the conditions set forth in clauses (e)(i)(1) and (e)(i)(2) above~~ . .

“ Permitted Encumbrances ” shall mean (a) (1) Liens created under any Note Document in favor of Agent for the benefit of the Purchasers, (2) subject to the applicable Intercreditor Agreement and the limitations in clause (a)(2) of the defined term Permitted Indebtedness, Liens on the Revolving Credit Priority Collateral created pursuant to ~~any~~ the Revolving Credit ~~Document~~ Documents for the benefit of the Revolving Facility Agent and the lenders under the Revolving Credit Agreement and (3) subject to the applicable Intercreditor Agreement, Liens on the Collateral created pursuant to any First Lien Term Loan Document for the benefit of the First Lien Term Loan Agent and the First Lien Term Loan Lenders ; (b) Liens for taxes, assessments or other governmental charges not delinquent or being Properly Contested; (c) deposits or pledges to secure obligations under worker’s compensation, social security or similar laws, or under unemployment insurance; (d) deposits or pledges to secure bids, tenders, contracts (other than contracts for the payment of money), leases, statutory obligations, surety, performance and appeal bonds and other obligations of like nature arising in ~~the Ordinary Course of Business~~ connection with the business activities of the Note Parties and their Restricted Subsidiaries, in accordance with Section 5.20(a) and Section 6.2, and not exceeding $10,000,000 in the aggregate at any time ; (e) Liens arising by virtue of the rendition, entry or issuance against any Note Party, or any property of any Note Party, of any judgment, writ, order,

or decree to the extent the rendition, entry, issuance or continued existence of such judgment, writ, order or decree (or any event or circumstance relating thereto) that has not resulted in the occurrence of an Event of Default under Section 10.6 hereof; (f) landlords’, mechanics’, workers’, materialmen’s or other like Liens arising in the Ordinary Course of Business with respect to obligations which are not due and payable or which are being Properly Contested; (g) Liens (including purchase money liens and liens arising under Capitalized Leases) to secure Indebtedness permitted under clause (b) of the defined term Permitted Indebtedness placed upon machinery, equipment or other fixed assets, hereafter acquired, to secure all or a portion of the purchase price thereof (in the case of a purchase money financing) or the lease obligations relating thereto (in the case of a Capitalized Lease), provided that no such lien shall encumber any other property of any Note Party or any Restricted Subsidiary (other than any proceeds related thereto); (h) all easements, covenants, encroachments, licenses, public or private roads, conditions, restrictions, rights of way, reservations of, or rights of others, encumbrances and other similar matters, improvements and structures located on, over or under any Real Property that are disclosed in ~~policies~~ ~~of title~~ ~~insurance accepted~~ ~~by the Required Purchasers~~ any Title Policy (including, without limitation, any encumbrances set forth on Schedule B thereto), reasonably acceptable to the Agent , and all other similar matters or minor defects or irregularities affecting title, or any state of facts that an accurate survey would disclose, in each case which do not interfere in any material respect with ~~the~~ any Note Party or its Restricted Subsidiaries’ Ordinary Course of Business or have a material adverse effect on the value of such Real Property; (i) any zoning or similar law or right reserved to or vested in any Governmental Body, or any Lien resulting from any exercise or enforcement thereof, in each case which do not interfere in any material respect with ~~the~~ any Note Party or its Restricted Subsidiaries’ Ordinary Course of Business or have a material adverse effect on the value of ~~such~~ the Real Property subject to such law, right or Lien ; (j) Liens disclosed on Schedule 1.2 provided that such Liens shall secure only those obligations which they secure on the Closing Date (and extensions, renewals and refinancings of such obligations permitted by Section 7.8 hereof) and shall not subsequently apply to any other property or assets of any Note Party or any Restricted Subsidiary other than the property and assets to which they apply as of the Closing Date and proceeds related thereto; (k) other Liens incidental to the conduct of any Note Party’s or Restricted Subsidiary’s business or the ownership of its property and assets which were not incurred in connection with the borrowing of money or the obtaining of advances or credit, and which do not in the aggregate materially detract from Agent’s or the Purchasers’ rights in and to the Collateral or the value of any Note Party’s or Restricted Subsidiary’s property or assets or which do not materially impair the use thereof in the operation of any Note Party’s or Restricted Subsidiary’s business; (l) any interest or title of a lessor under any lease or sublease (other than a “capital lease” or any other lease that would be deemed to be a security interest under the applicable provisions of the Uniform Commercial Code (including Section 1-203 thereof)) entered into by any Note Party or any of the Restricted Subsidiaries as permitted under this Agreement or in the ordinary course of business and any financing statement filed in connection with any such lease or sublease; (m) any Lien existing on any property or assets prior to the acquisition thereof by any Note Party or any Restricted Subsidiary or existing on any property or asset of any Person at the time such Person becomes a Restricted Subsidiary (other than by designation as a Restricted Subsidiary pursuant to Section 6.11), in each case after the Closing Date; provided that (i) such Lien was not created in contemplation of or in connection with such

acquisition or such Person becoming a Restricted Subsidiary, (ii) such Lien does not extend to or cover any other assets or property (other than the proceeds or products thereof, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition), (iii) the obligations (including any Indebtedness) secured by such Lien are otherwise permitted to be outstanding and secured under this Agreement and (iv) such Lien shall secure only those obligations it secures on the date of such acquisition or the date such Person becomes a Note Party or a Restricted Subsidiary, as the case may be, and extensions, renewals and replacement thereof that do not increase the outstanding principal amount thereof plus accrued and unpaid interest, fees, expenses and similar amounts ; and (n) other Liens, so long as each such Lien does not extend to or cover any Revolving Credit Priority Collateral and provided that the aggregate amount of the obligations secured thereby does not exceed $1,500,000.

“ Permitted Indebtedness ” means:

(a) (1) Indebtedness to Agent, the Purchasers and their affiliates hereunder constituting Obligations, (2) Indebtedness under the Revolving Credit Facility not to exceed an aggregate principal amount of $100,000,000 and (3) Indebtedness under the First Lien Term Loan Agreement in an aggregate principal amount not to exceed the Maximum Priority First Lien Loan Amount , and in each case, any Permitted Secured Debt Refinancing thereof ;

(c) Subordinated Indebtedness; provided, that such Subordinated Indebtedness shall not (i) mature earlier than 90 days after the then Latest Maturity Date in effect on the date of issuance or incurrence thereof, (ii) include any amortization or be subject to mandatory redemption, repurchase, prepayment or sinking fund obligation prior to 90 days after the then Latest Maturity Date, (iii) require any payments of interest (other than payment-in-kind through the addition to the principal amount thereof) or other amounts in respect of the principal thereof prior to 90 days after the Latest Maturity Date in effect on the date of incurrence or issuance thereof and (iv) have covenants, defaults or remedy provisions more restrictive (taken as a whole) than those set forth in this Agreement; provided, that ~~notwithstanding clause (iii) above, in addition to interest payments constituting payment-in-kind, interest or other amounts~~ ~~in respect of the~~ ~~principal thereof may be required or permitted to be paid in cash or in other non-cash consideration prior to 90 days after the Latest Maturity Date~~ ~~in effect on the date~~ ~~of incurrence or issuance thereof to~~ ~~the extent~~ ~~the Subordinated Loan Documentation related to such Subordinated Indebtedness (w) expressly limits such cash payments to the extent~~ , in the case of subclauses (ii) and (iii) with respect to prepayments, unless otherwise permitted pursuant to Section 7.16 of this Agreement ~~, (x) agrees that any such payments made~~ ~~to the~~ ~~holders of such Subordinated Indebtedness in contravention of the terms of the Note Documents shall be held in trust~~ ~~for the benefit of~~ ~~, and turned over on demand to,~~ ~~the Purchasers~~ ~~and (y) provides that the provisions set forth in clauses (w) and (x) are for the benefit of the~~ ~~Purchasers and~~ ~~may not be modified without the prior written consent~~ ~~of the~~ ~~Purchasers.~~ ;

(e) Guarantees by the Issuer or any Restricted Subsidiary in respect of Permitted Indebtedness otherwise permitted hereunder; provided that (A) no guarantee by any Restricted Subsidiary of any Indebtedness constituting Subordinated Indebtedness or Indebtedness under the First Lien Term Loan Agreement or the Revolving Credit Facility shall be permitted unless such guaranteeing party shall have also provided a Guaranty of the Obligations on the terms set forth herein, (B) if the Indebtedness being guaranteed is subordinated to the Obligations, such guarantee shall be subordinated to the Guaranty of the Obligations on terms at least as favorable to the Purchasers as those contained in the subordination of such Indebtedness and (C) no neither the Issuer nor any Restricted Subsidiary that is ~~not~~ a Note Party shall guarantee Indebtedness ~~for borrowed money~~ of any Person that is not a Note Party;

(f) Indebtedness to the extent constituting Permitted Intercompany Investments;

(i) Indebtedness of any of the Note Parties consisting of (i) repurchase obligations with respect to Equity Interests of such Person issued to the directors, consultants,

managers, officers and employees of any of the Note Parties (or its direct or indirect Parent) arising upon the death, disability or termination of employment of such director, consultant, manager, officer or employee to the extent such repurchase is permitted under Section 7.7(ii) and (ii) promissory notes issued by any of the Note Parties to directors, consultants, managers, officers and employees (or their spouses or estates) of any of the Note Parties (or its direct or indirect Parent) to purchase or redeem Equity Interests of such Note Party (or its direct or indirect Parent) issued to such director, consultant, manager, officer or employee to the extent such purchase or redemption is permitted under Section 7.7(ii), provided that any such notes issued under this clause (ii) shall be subordinated in right of payment to all Obligations on terms and conditions reasonably satisfactory to the Required Purchasers either pursuant to subordination provisions set forth in such notes or pursuant by the execution and delivery of a subordination agreement, which such subordination provisions or subordination agreement (as applicable) shall be in form and substance reasonably satisfactory to the Required Purchasers;

(j) Qualified Earnouts;

(k) Acquired Indebtedness in an aggregate principal amount not to exceed $5,000,000;

(m) additional unsecured Indebtedness of the Note Parties, provided that ~~(i)~~ the aggregate principal amount at any one time outstanding of all such Indebtedness shall not exceed $ ~~5,000,000 and (ii)~~ ~~at the~~ ~~time~~ ~~of the~~ ~~incurrence of such Indebtedness,~~ ~~no Event of Default shall have occurred and be continuing~~ ~~and no~~ ~~Event of Default~~ ~~shall occur as a result of such incurrence~~ 1,000,000 .

“ Permitted Intercompany Investments ” means, in each case, to the extent made by the Issuer or any Restricted Subsidiary:

(a) advances, loans or extensions of credit made to the Issuer or any of its Restricted Subsidiaries;

(d) advances, loans or extensions of credit made by any Note Party to Keane Completions, solely related to the obligations of such Note Party under the applicable Keane Completions Lease Guaranty, in an amount not to exceed $3,000,000 in the aggregate with respect to all such Note Parties;

“ Permitted Investments ” means (a) advances made in connection with purchases of goods or services in the Ordinary Course of Business, (b) investments owned by any Note Party on the Closing Date and set forth on Schedule 7.4, (c) [reserved], (d) Permitted Intercompany Investments, (e) Equity Interests or other securities acquired in connection with the satisfaction or enforcement of Indebtedness or claims due or owing to a Note Party (in bankruptcy of customers or suppliers or otherwise outside the ordinary course of business) or as security for any such Indebtedness or claims, (f) non-cash loans to employees, officers, and directors of Holdings (or its direct or indirect ~~parent~~ Parent ) or any of its Subsidiaries for the purpose of purchasing Equity Interests in Holdings (or its direct or indirect ~~parent~~ Parent ) so long as the proceeds of such loans are used in their entirety to purchase such ~~stock~~ Equity Interests in Holdings (or its direct or indirect ~~parent~~ Parent ), (g) [reserved], (h) investments received in settlement of amounts due to any Note Party, made in the Ordinary Course of Business or owing to any Note Party as a result of insolvency proceedings involving a Customer or upon the foreclosure or enforcement of any Lien in favor of a Note Party, (i) Permitted Acquisitions, ~~provided~~ ~~that the aggregate amount of~~ consideration paid directly or indirectly by Note Parties in respect of acquisitions of Persons that do not become Note Parties (or paid to acquire property or assets that will not be owned by a Note Party and constitute Collateral) (together with the amount of investments made pursuant to clause (k) below and Permitted Intercompany Investments in, or for the benefit of, Restricted Subsidiaries that are not Note Parties) ~~shall not exceed $~~ ~~5,000,000, (~~ ( j) investments held by any Person acquired in a Permitted Acquisition to the extent that such investments were not made in contemplation of or in connection with such Permitted Acquisition and were in existence prior to the date of such Permitted Acquisition ~~and~~ , (k) investments made with the proceeds of Subordinated Indebtedness and (l) so long as no Event of Default has occurred and is continuing or would result therefrom, other investments ~~in any~~ ~~joint venture or partnership~~ ~~that is not~~ ~~an Affiliate~~ ~~of the~~ ~~Issuer,~~ not exceeding (together with (x) the amount of consideration paid in respect of Persons that do not become Note Parties or assets that do not constitute Collateral pursuant to clause (i) above and (y) the amount of Permitted Intercompany Investments in, or for the benefit of, Restricted Subsidiaries that are not Note Parties) $5,000,000 in the aggregate outstanding at any time.

“Permitted Secured Debt Refinancing” shall mean one or more extensions, renewals, refinancings, replacements, restructurings or other modifications from time to time of either the First Lien Term Loan Agreement or the Revolving Credit Facility to the extent not prohibited by the applicable Intercreditor Agreement ; provided, that :

(a) such Indebtedness shall be secured by the Collateral (i) in the case of any extension, renewal, refinancing, replacement, restructuring or other modification of the Revolving Credit Facility, subject to the terms and conditions of the applicable Intercreditor Agreement and on the same basis as the Revolving Credit Facility is secured by the Revolving Credit Priority Collateral on the Fourth Amendment Closing Date and (ii) in the case of any extension, renewal, refinancing, replacement, restructuring or other modification of the First Lien Term Loan Debt, subject to the terms of the applicable Intercreditor Agreement, and shall not be secured by any property or assets of the Note Parties or any Restricted Subsidiary other than the Collateral;

(b) such Indebtedness shall not have any obligors other than the Note Parties;

(c) (i) in the case of revolving credit commitments and revolving loans, such revolving credit commitments and revolving loans shall have a maturity date that is not prior to the maturity date with respect to the loans made under the Revolving Credit Facility that are being extended, renewed, refinanced, replaced, restructured or otherwise modified and (ii) in the case of any term loans, such term loans (x) shall have a maturity date that is not prior to the maturity date of the notes issued under the First Lien Term Loan Agreement being extended, renewed, refinanced, replaced, restructured or otherwise modified and (y) shall not have a Weighted Average Life to Maturity shorter than the remaining Weighted Average Life to Maturity of the loans under the First Lien Term Loan Agreement then being extended, renewed, refinanced, replaced, restructured or otherwise modified;

(d) such Indebtedness shall be on substantially the same terms (including (i) with respect to amortization payments prior to the Maturity Date, interest payments and mandatory prepayments and (ii) provisions relating to restrictions and prohibitions on assignments or sales of First Lien Term Loan Debt to any of Holdings, the Issuer, any Guarantor or Affiliate thereof) as the First Lien Term Loan Agreement or the Revolving Credit Facility (as applicable) being extended, renewed, refinanced, replaced, restructured or otherwise modified;

(e) as compared to the loans made under the First Lien Term Loan Agreement or the Revolving Credit Facility that are being extended, renewed, refinanced, replaced, restructured or otherwise modified, the terms thereof shall not represent an increase in (A) “applicable margin”, “applicable rate” or similar component of the interest rate or the method of computing interest (whether in cash or in kind, and including, without limitation, any letter of credit fee payable to the lenders under the Revolving Credit Documents) or increase any “applicable margin”, “applicable rate” or similar component of the interest rate or the method of computing interest (but excluding the accrual or payment of interest at the default rate of interest provided for under the Revolving Credit Documents or the

First Lien Term Loan Documents (as applicable) on the date hereof) or increase any LIBOR or base rate “floor” applicable to the Indebtedness under the Revolving Credit Documents or the First Lien Term Loan Documents each case, by an amount in excess of 300 basis points for all such increases after the Fourth Amendment Closing Date (measured to include any increases after the Fourth Amendment Closing Date in the form or original issue discount, upfront fees in lieu of interest or similar fees in lieu of interest and any other increases after the Fourth Amendment Closing Date that result in an increase in yield but specifically excluding (x) any fees of any kind paid under the Revolving Credit Documents or the First Lien Term Loan Documents, in each case, on the Fourth Amendment Closing Date , and (y) reasonable and customary fees paid by the Issuer in connection with amendments, waivers, increases in commitments or forbearance agreements entered into under the Revolving Credit Documents or the First Lien Term Loan Documents, in each case, after the date hereof), or (B) any prepayment premium or prepayment fee;

(f) the terms thereof shall not result in the aggregate principal amount of Indebtedness exceeding the amount otherwise permitted hereunder;

(g) the security agreements relating to such Indebtedness are (i) no more onerous than the Pledge and Security Agreement entered into in connection with the First Lien Term Loan Agreement or the Revolving Credit Agreement, as applicable (with such differences as are reasonably satisfactory to the Agent) or (ii) in form and substance substantially similar to those contained in this Agreement;

(h) such Indebtedness shall not be guaranteed by any Person other than a Note Party unless such Person shall have guaranteed the Obligations on substantially similar terms; and

(i) a representative acting on behalf of the holders of such Indebtedness shall have become party to and be subject to the provisions of the Intercreditor Agreement .

“ PIMCO ” shall mean Pacific Investment Management Company LLC.

“ PIMCO Purchasers ” shall mean the Purchasers set forth on Schedule A hereto.

“ Plan ” shall mean any employee benefit plan within the meaning of Section 3(3) of ERISA ( ~~including~~ i) that is a Pension Benefit Plan ~~and~~ or a Multiemployer Plan ), and that is maintained by any Note Party or to which any Note Party is required to contribute, ~~and~~ ~~with respect to any Pension Benefit Plan or Multiemployer Plan~~ , or that is maintained by any member of the Controlled Group or to which any such member is required to contribute , or (ii) that is a welfare plan, within the meaning of Section 3(1) of ERISA, which provides self-insured benefits and which is maintained by any Note Party or to which any Note Party is required to contribute .

“ Pledged Equity ” shall mean all Equity Interests held by any Note Party that are listed on Schedule 1.3 (which such schedule shall be updated from time to time and attached to each Compliance Certificate delivered pursuant to Section 9.7 if, since the Closing Date or the date of the last notification (as applicable), any Note Party has acquired any additional Equity Interests required to be pledged in favor of Agent for the ratable benefit of the Purchasers in accordance with this Agreement) and any other Equity Interests in the Issuer or any Subsidiaries obtained in the future by such Note Party and the certificates representing all such Equity Interests; provided , that the Pledged Equity shall not include (A) Excluded Assets or (B) for the avoidance of doubt, greater than 65% of the common voting Equity Interests directly owned by the Issuer or any Subsidiary Guarantor in any Subsidiary that is either (1) a CFC Holdco or (2) a Foreign Subsidiary.

“ Pledge Agreement ” shall mean the Pledge Agreement in the form of Exhibit D hereto, executed by the Note Parties in favor of Agent dated as of the Closing Date.

“Preferred Equity”, as applied to the Equity Interests of any Person , shall mean Equity Interests of such Person (other than common Equity Interests of such Person) of any class or classes (however designed) that ranks prior, as to the payment of dividends or as to the distribution of assets upon any voluntary or involuntary liquidation, dissolution or winding up of such Person, to shares of Equity Interests of any other class of such Person, and shall include any Qualified Preferred Stock.

“ Prepayment Premium ” shall have the meaning set forth in Section 2.4(b) hereof.

“ Pro Forma Balance Sheet ” shall have the meaning set forth in Section 5.5(a) hereof.

“ Pro Forma Financial Statements ” shall have the meaning set forth in Section 5.5(b) hereof.

“ Pro Forma Testing Period ” shall mean, as to any applicable incurrence of Indebtedness, re-purchase of Equity Interests pursuant to Section 7.7(ii) hereof or making of any Permitted Acquisition, the most recently completed ~~four-fiscal quarter~~ four-Fiscal Quarter period prior to the date of such incurrence, re-purchase or Permitted Acquisition, as applicable, for which financial statements and a related Compliance Certificate have been delivered to Agent and the Purchasers under Sections 9.6 or 9.7 (as applicable).

reasonably likely to have a Material Adverse Effect, (d) no Lien is imposed upon any of such Person’s assets with respect to such Indebtedness unless such Lien is at all times junior and subordinate in priority to the Liens in favor of Agent (except only with respect to inchoate liens that have priority as a matter of Applicable Law) and enforcement of such Lien is stayed during the period prior to the final resolution or disposition of such dispute; (e) if such Indebtedness, Lien or other obligation, as applicable, results from, or is determined by the entry, rendition or issuance against a Person or any of its assets of a judgment, writ, order or decree, enforcement of such judgment, writ, order or decree is stayed pending a timely appeal or other judicial review; and (f) if such contest is abandoned, settled or determined adversely (in whole or in part) to such Person, such Person forthwith pays such Indebtedness or other obligation and all penalties, interest and other amounts due in connection therewith.

“ Projections ” shall have the meaning set forth in Section 5.5(b) hereof.

“ QIB ” shall have the meaning set forth in Section 17.3 hereof.

“ Qualified Earnout ” shall mean any Earnout that constitutes Subordinated Indebtedness that is incurred as part of a Permitted Acquisition.

“ Qualified Equity Interests ” shall mean any Equity Interests that are not Disqualified Equity Interests.

“Qualified Preferred Stock” shall mean any Preferred Equity that is not Disqualified Equity Interests.

“ Qualified Subordinated Indebtedness ” shall mean Subordinated Indebtedness incurred pursuant to clause (c) of the definition of “Permitted Indebtedness”.

“ RCRA ” shall mean the Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901 et seq., as same may be amended from time to time.

“ Real Property ” shall mean all of each Note Party’s right, title and interest (whether an interest in fee simple, a leasehold interest or any other interest of any kind whatsoever) in and to the land, improvements and fixtures of and on owned and leased premises identified on Schedule 4.5 hereto (which such schedule shall be updated from time to time and attached to each Compliance Certificate delivered pursuant to Section 9.7 if, since the Closing Date or the date of the last notification (as applicable), any Note Party has acquired any additional Real Property) or in and to any other premises or real property that are hereafter owned or leased by any Note Party.

“ Receivables ” shall mean and include, as to each Note Party, all of such Note Party’s accounts, contract rights, instruments (including those evidencing indebtedness owed to such Note Party by its Affiliates), documents, chattel paper (including electronic chattel paper), general intangibles relating to accounts, drafts and acceptances, credit card receivables and all other forms of obligations owing to such Note Party arising out of or in connection with the sale or lease of Inventory or the rendition of services, all supporting obligations, guarantees and other security therefor, whether secured or unsecured, now existing or hereafter created , ~~and whether~~ ~~or not specifically sold or assigned to Agent hereunder~~ .

“Recovery Event ” shall have the meaning set forth in Section 2.5 hereof.

“ Register ” shall have the meaning set forth in Section 16.4 hereof.

“ Registered ” shall mean, with respect to Intellectual Property, issued, registered, renewed or subject to a pending application.

“ Rejection Notice ” shall have the meaning set forth in Section 2.5(f) hereof.

“ Release ” shall mean the meaning set forth in CERCLA.

“ Reportable Event ” shall mean a reportable event described in Section 4043 of ERISA or the regulations promulgated thereunder.

“ Representative Amount ” means a principal amount of not less than $1,000,000 for a single transaction in the relevant market at the relevant time.

“Required Aggregate Horsepower Amount” shall mean, as of any date, (a) 850,000 hydraulic horsepower if the aggregate horsepower of the Fracking Fleets that are currently deployed as of such date is less than 800,000 and (b) 940,000 hydraulic horsepower if the aggregate horsepower of the Fracking Fleets that are currently deployed as of such date meets or exceeds 800,000.

~~“ ~~Restricted Cash~~ ” means cash and Cash Equivalents which are listed as “Restricted” on the consolidated balance sheet~~ ~~of the Issuer and its~~ ~~Restricted Subsidiaries.~~

“Restricted ” shall mean, when referring to cash or Cash Equivalents of Holdings or any of its Restricted Subsidiaries , that such cash or Cash Equivalents (i) appears (or would be required to appear) as “restricted” on a consolidated balance sheet of Holdings or of any such Restricted Subsidiary (unless such appearance is related to the Note Documents, the Revolving Credit Documents or the First Lien Term Loan Documents, or Liens created thereunder), (ii) are subject to any Lien in favor of any Person other than the Agent for the benefit of the Purchasers, the First Lien Term Loan Agent for the benefit of the secured parties under the First Lien Term Loan Documents or the Revolving Facility Agent for the benefit of the secured parties under the Revolving Credit Documents or (iii) are not otherwise generally available for use by Holdings or such Restricted Subsidiary.

“ Retained Declined Proceeds ” shall have the meaning set forth in Section 2.5(f) hereof.

“ Retained Percentage ” means, with respect to any Excess Cash Flow Period, (a) 100% minus (b) the Applicable ECF Percentage with respect to such Excess Cash Flow Period.

“ ~~Revolving Credit Facility~~ ~~” shall mean the revolving credit facility under the Revolving Credit Agreement.~~

“ Revolving Credit Agreement ” shall mean that certain amended and restated credit agreement, dated as of the Closing Date, as amended by the First Amendment thereto, dated as of December 22, 2014, the Second Amendment thereto, dated as of April 7, 2015, and the Third Amendment thereto, dated as of the Fourth Amendment Closing Date, among the Issuer, Holdings, the guarantors party thereto and PNC Bank, National Association, as a lender and as agent, as the same may be further amended, restated, modified, substituted, replaced, refinanced or supplemented from time to time, in each case to the extent permitted by this Agreement and the Intercreditor Agreement.

“Revolving Credit Facility” shall mean the revolving credit facility under the Revolving Credit Agreement.

“ Revolving Credit ~~Incremental Usage Amount~~ Facility Amendment ” shall mean ~~, at any time,~~ ~~the aggregate~~ ~~original principal amount of “Incremental Commitments”~~ ~~(as defined in the~~ that certain Third Amendment to Amended and Restated Revolving Credit and Security Agreement, dated as of March 15, 2016, among PNC Bank, National Association, as lender, the Revolving Facility Agent, Issuer, Holdings and the guarantors party to the Revolving Credit Agreement ~~) incurred since the Closing Date pursuant to Section 2.22~~ ~~of the Revolving Credit Agreement (as in effect on the date hereof~~ ) ~~; provided, that~~ ~~the Revolving Incremental Usage Amount shall not at any time exceed $30,000,000~~ .

“ Revolving Credit Priority Collateral ” shall have the meaning specified in the Intercreditor Agreement.

“Revolving Facility Agent” shall mean PNC Bank, National Association, in its capacity as agent for the lenders under the Revolving Credit Agreement, together with any successors thereto.

“ Sanctioned Country ” shall mean a country subject to a sanctions program maintained under any Anti-Terrorism Law.

“ SEC ” shall mean the Securities and Exchange Commission or any successor thereto.

“ Second Amendment” shall mean that certain Second Amendment to Note Purchase Agreement, dated as of April 7, 2015, by and among the Issuer, Holdings, each of the other Note Parties party thereto, the Required Purchasers and the Agent.

“ Second Amendment Effective Date ” shall mean the effective date of the Second Amendment.

“ Securities Act ” shall mean the Securities Act of 1933, as amended.

“Specified Assets” shall mean , collectively, the Trican Title Assets, Keane Electronic Title Assets, Keane PA Paper Title Assets and Keane Other Paper Title Assets, as such terms are defined in the First Lien Term Loan Agreement as in effect on the date hereof .

“ Subject Transactions ” means , collectively, ( a i ) the ~~asset acquisition described in the Asset Purchase~~ ~~Agreement, dated as of~~ January 25, 2016 (as amended and in effect from time to time, but without giving effect to any modifications, amendments, waivers or consents that are materially adverse to the Purchasers without the prior written consent ~~of the~~ ~~Required Purchasers~~ ~~(such consent not to be unreasonably withheld~~ ~~or delayed), the “Trican Acquisition Agreement”) by and among~~ ~~Keane Group Holdings, LLC~~ ~~, Keane Frac, LP, as buyer,~~ ~~Trican Well Service Ltd.,~~ ~~a Canadian limited company (“Trican Parent”), and~~ ~~Trican Well Service, L.P.~~ ~~, a Delaware limited partnership and any other Subsidiary of Trican Parent that has any right, title and interest in~~ ~~the Purchased Assets (as defined in~~ consummation of the Trican Acquisition ~~Agreement)~~ and the other transactions ~~related thereto, (b) the making by certain~~ ~~lenders under the First Lien Term Loan~~ Agreement of a term loan to the Borrower in an aggregate principal amount of $100,000,000, the obligations of which will be secured by a first priority lien on and security interest in, among other assets, the Notes Collateral, and which will be subject to the applicable Intercreditor Agreement, and the transactions related thereto, (c) amendments and other modifications to the Revolving Credit Documents to, among other things, increase the Maximum Revolving Advance Amount and the Commitment Amount (each as defined in the Revolving Credit Agreement) to $100,000,000, and the transactions related thereto, and (d) contemplated by the Trican Acquisition Documents, (ii) the cash capital contribution, by any Original Owner or any of its Affiliates to Holdings, and by Holdings to the Issuer, in the form of new common equity in an amount not less than $200,000,000 . , (iii) the execution, delivery and performance by each Note Party of the Note Documents to which it is a party, (iv) the execution, delivery and performance by the parties to the Revolving Credit Facility

Agreement and the Revolving Credit Facility Amendment, (v) the execution, delivery and performance by the parties to the First Lien Term Loan Agreement of the First Lien Term Loan Documents and (vi) the payment of all fees and expenses in connection with the foregoing.

“ Subject Transaction Effective Date ” means the effective date of the Subject Transactions.

“ Subordinated Lender ” shall mean, as to any Subordinated Indebtedness, and collectively (if applicable) all of the lender(s) under and/or other holder(s) of such Subordinated Indebtedness.

“ Subordinated Loan Documentation ” shall mean, as to any Subordinated Indebtedness, the applicable Subordination Agreement and any and all loan agreements between the Issuer or any Subsidiary Guarantor and the applicable Subordinated Lender and/or promissory note(s) issued by the Issuer or any Subsidiary Guarantor to the applicable Subordinated Lender in connection with such Subordinated Indebtedness and all other instruments and documents executed in connection therewith.

“ Subordination Agreement ” shall mean, as to any Subordinated Indebtedness, any subordination or intercreditor agreement, in form and substance reasonably satisfactory to Agent and the Required Purchasers ~~(including reasonably satisfactory provisions, if applicable, as required pursuant to the proviso of clause (c) of the defined term “Permitted Indebtedness”~~ ~~in the case of any~~ ~~Qualified Subordinated Indebtedness that requires or permits payments (other than payments-in-kind in respect of interest) prior to 90 days after the Latest Maturity Date~~ ~~on the~~ ~~date of incurrence or issuance thereof)~~ , executed by the applicable Subordinated Lender providing for , among other provisions, the subordination in right of payment or of security ( to the extent permitted under this Agreement) of the applicable Subordinated Indebtedness to all Obligations with or in favor of Agent for its benefit and for the ratable benefit of the Purchasers.

“ Subsidiary Guarantor ” shall mean any Guarantor other than Holdings.

“ Swap Contract ” shall mean (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “ Master Agreement ”), including any such obligations or liabilities under any Master Agreement.

“ Term Note ” shall have the meaning set forth in the recitals to this Agreement.

~~“ ~~Term Priority Collateral Account~~~~ ~~” shall have the meaning set forth in Section~~ ~~4.15(i)(ii) of this Agreement.~~

“ Termination Event ” shall mean: (a) a Reportable Event with respect to any Plan (other than an event for which the 30 - day notice period is waived); (b) the withdrawal of the Issuer, any Restricted Subsidiary or any member of the Controlled Group from a Pension Benefit Plan during a plan year in which such entity was a “substantial employer” as defined in Section 4001(a)(2) of ERISA; (c) the providing of notice of intent to terminate a Plan in a

distress termination described in Section 4041(c) of ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (d) the institution by the PBGC of proceedings to terminate a ~~Plan; (e)~~ ~~(i)~~ Pension Benefit Plan; (e) any event or condition which would reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Benefit Plan ~~under Section 4042 of ERISA~~ ~~, or (ii)~~ ;(f) notice of an event or condition that would reasonably be expected to result in the termination of , or the appointment of a trustee to administer, a Multiemployer Plan pursuant to Section 4041A or 4042 of ERISA ~~, or~~ ; ( ~~iii~~ g ) the partial or complete withdrawal within the meaning of Section 4203 or 4205 of ERISA, of the Issuer, any Restricted Subsidiary or any member of the Controlled Group from a Multiemployer Plan , ; ( f h ) notice that a Multiemployer Plan is subject to Section 4245 of ERISA; or ( g i ) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent, upon the Issuer, any Restricted Subsidiary or any member of the Controlled Group . ; (j) the failure to make by its due date a required installment under Section 430(j) of the Code with respect to any Pension Benefit Plan or the failure of the Issuer, any of its Restricted Subsidiaries or any member of the Controlled Group to make any required contribution to a Multiemployer Plan ; (k) a determination that any Pension Benefit Plan is, or is expected to be, in “at risk” status (within the meaning of Section 430 of the Code or Section 303 of ERISA), (l) a determination that any Multiemployer Plan is, or is reasonably expected to be, in “critical” or “endangered” status under Section 432 of the Code or Section 305 of ERISA; (m) the assertion of a material claim (other than routine claims for benefits) against any Plan (other than a Multiemployer Plan) or the assets thereof, or against the Issuer, any of its Restricted Subsidiaries or any member of the Controlled Group ; or (n) the imposition of a lien on the assets of the Issuer, any of its Restricted Subsidiaries or any member of the Controlled Group pursuant to Section 430(k) of the Code or pursuant to Section 303(k) of ERISA with respect to any Pension Benefit Plan.

“ Threshold Amount ” means $7,500,000.

“ ~~Total Assets~~ ” means the total assets of the Issuer and its Restricted Subsidiaries on a consolidated basis in accordance with GAAP, as shown on the most recent balance sheet of the Issuer delivered pursuant to Sections 9.6 or 9.7 or, for the period prior to the time any such statements are so delivered pursuant to Sections 9.6 or 9.7, the Pro Forma Financial Statements.

“Title Policy “ shall have the meaning set forth in Section 4.22(f) hereof.

“ Total Net Debt ” means, as of any date of determination, (a) the aggregate principal amount of Indebtedness of ~~the Issuer~~ Holdings and its Restricted Subsidiaries outstanding on such date, in an amount that would be reflected on a balance sheet prepared as of such date on a consolidated basis in accordance with GAAP (including, for the avoidance of doubt, any Earnouts), minus (b) the aggregate amount of ~~cash and~~ Cash ~~Equivalents~~ (other than Restricted Cash) , not to exceed $20,000,000 ~~(or~~ ~~for purposes of Section~~ ~~2.7(d)(iii)(y), $5,000,000)~~ , in each

case , included on the consolidated balance sheet of ~~the Issuer and the~~ Holdings and its Restricted Subsidiaries as of such date, contained in deposit or securities accounts subject to control agreements in favor of the Agent and free and clear of all Liens (other than nonconsensual Liens, Liens in favor of the Agent for the benefit of the Note Parties and Liens in favor of the ~~agent~~ First Lien Term Loan Agent for the benefit of the lenders under the ~~Revolving Credit Facility or the~~ First Lien Term Loan Agreement and the Revolving Facility Agent for the benefit of lenders under the Revolving Credit Facility , all to the extent permitted by Section 7.2); provided , that Indebtedness in respect of Swap Contracts (if any) shall only be included for purposes of clause (a) above to the extent (and only in the amount of any excess by which) the aggregate Swap Termination Value in respect of such Swap Contracts exceeds $5,000,000.

“Trican Acquisition” shall mean the acquisition by Keane Frac, LP and its Restricted Subsidiaries of the Purchased Assets (as described in the Trican Asset Purchase Agreement) and the assumption by Keane Frac, LP and its Restricted Subsidiaries of the Assumed Liabilities (as defined in the Trican Asset Purchase Agreement), in each case in accordance with the terms of the Trican Asset Purchase Agreement.

“Trican Acquisition Documents” shall mean the Trican Asset Purchase Agreement and all other agreements and documents relating to the Trican Acquisition, as the same may be amended, modified and/or supplemented from time to time in accordance with the terms hereof and thereof.

“ ~~Ultra Tech Earnout Payments~~ Trican Asset Purchase Agreement ” shall mean ~~, collectively, the~~ ~~“Earn-Out Payments” payable pursuant to, and~~ ~~as such~~ ~~term is defined under, the~~ that certain Asset Purchase Agreement, dated as of ~~December 3~~ January 25 , ~~2013~~ 2016 , among KGH, Keane Frac ~~TX, LLC and Ultra Tech Frac Services, LLC.~~ , LP, Trican Well and

the Seller Companies named therein (as the same may be amended, amended and restated, supplemented, extended, renewed, replaced, restructured or otherwise modified from time to time in accordance with the terms hereof and thereof).

“ Trican Well ” shall mean Trican Well Service Ltd., an Alberta corporation.

“Unfunded Pension Liability” shall mean the amount, if any, by which the value of the accumulated plan benefits under the Pension Benefit Plan, determined on a plan termination basis in accordance with actuarial assumptions at such time consistent with those prescribed by the PBGC for purposes of Section 4044 of ERISA, exceeds the fair market value of all plan assets allocable to such liabilities under Title IV of ERISA (excluding any accrued but unpaid contributions).

“ Uniform Commercial Code ” shall have the meaning set forth in Section 1.3 hereof.

“ Unrestricted Subsidiary ” means a Subsidiary of the Issuer designated by the Board of Directors as an Unrestricted Subsidiary pursuant to Section 6.11 subsequent to the Closing Date, in each case, until such Person ceases to be an Unrestricted Subsidiary in accordance with Section 6.11 or ceases to be a Subsidiary of the Issuer. No Subsidiary shall be designated an Unrestricted Subsidiary if either (a) it owns Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, the Issuer or any of its Restricted Subsidiaries , or (b) it is a Restricted Subsidiary for purposes of the Revolving Credit Facility or ~~(c)~~ the First Lien Term Loan Agreement. In addition, (i) no Subsidiary shall be designated as an Unrestricted Subsidiary for the purposes of this Agreement unless both the Revolving Credit Facility ~~does not~~ and the First Lien Term Loan Agreement include ~~the~~ substantially similar provision to provide for Restricted Subsidiaries and Unrestricted Subsidiaries.

“ Weighted Average Life to Maturity ” ~~means~~ shall mean , when applied to any Indebtedness or Preferred Equity , as the case may be, at any date, the ~~number of years~~ quotient obtained by dividing : ( i a ) the sum of the products ~~obtained by multiplying (a)~~ ~~the amount of~~ ~~each then remaining scheduled installment, sinking fund, serial maturity or other~~

~~required scheduled payments of principal, including payment at final scheduled maturity, in respect thereof,~~ ~~by (b) the~~ number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by (ii) the then outstanding principal amount of such Indebtedness; ~~provided~~ that the effects of any prior prepayments (including the effect of such prior prepayments on future scheduled payments of principal) made on such Indebtedness shall be disregarded in making such calculation. of the number of years from the date of determination to the date of each successive scheduled principal payment of such Indebtedness or redemption or similar payment with respect to such Preferred Equity multiplied by the amount of such payment; by (b) the sum of all such payments.

waived in writing by the Required Purchasers or all Purchasers, as applicable. Any Lien referred to in this Agreement or any of the other Note Documents as having been created in favor of Agent, any agreement entered into by Agent pursuant to this Agreement or any of the other Note Documents, any payment made by or to or funds received by Agent pursuant to or as contemplated by this Agreement or any of the other Note Documents, or any act taken or omitted to be taken by Agent, shall, unless otherwise expressly provided, be created, entered into, made or received, or taken or omitted, for the benefit or account of Agent and Purchasers. Wherever the phrase “to the Note Parties’ knowledge,” “to the knowledge of a Responsible Officer” or similar phrases relating to the knowledge or the awareness of any Note Party (or one or more of its Responsible Officers) are used in this Agreement or the other Note Documents, such phrase shall mean and refer to (i) the actual knowledge of a Responsible Officer of any Note Party or (ii) the knowledge that a Responsible Officer of any Note Party would have obtained if he had engaged in good faith and diligent performance of his duties, including the making of such reasonably specific inquiries as may be necessary of the employees or agents of such Note Party and a good faith attempt to ascertain the existence or accuracy of the matter to which such phrase relates.

II. Commitments and Notes.

2.1. Sale and Purchase of the Term Notes; the Closing .

2.2. Delayed Draw Notes .

Purchaser’s Delayed Draw Commitment, in the amounts and at the purchase price set forth on Schedule 1.1 (or the ratable portion of such purchase price in respect of the amount of the Delayed Draw Notes issued on any Delayed Draw Funding Date). Principal amounts of the Delayed Draw Notes that are repaid or prepaid may not be reborrowed.

2.3. Scheduled Repayment of Notes .

2.4. Optional Prepayments; Prepayment Premium .

(a) Subject to the terms of this Section 2.4, the Issuer may prepay the Notes on any Business Day in an aggregate minimum principal amount of $5,000,000 and in integral multiples of $1,000,000 in excess of $5,000,000 or, in each case such lesser amount as is then outstanding, at any time upon five (5) Business Days’ prior written notice given to the Purchasers and the Agent by 12:00 noon (New York City time). Any prepayment of the Notes pursuant to this Section 2.4(a) shall be accompanied by all accrued and unpaid interest on the principal amount so repaid, if any. Any such prepayment pursuant to this Section 2.4(a) shall be applied to the remaining scheduled installments of principal on the Notes pursuant to Section 2.3 in a manner determined at the discretion of the Issuer and specified in the notice of prepayment (and absent such direction, in direct order of maturity).

2.5. Mandatory Prepayments .

(a) Subject to Section 7.1(b) hereof, and the exceptions for reinvestments as set forth in paragraph (b) below and the Intercreditor Agreement, when any Note Party either (i) sells or otherwise disposes of any Collateral (other than sales or other dispositions referred to in clauses (i), (ii), (iv), (vi), (vii), (viii) and (ix) of Section 7.1(b)) or (ii) receives the proceeds of or payment in respect of any property or casualty insurance claims or any condemnation proceedings with respect to any Collateral (a “ Recovery Event ”) (for avoidance of doubt, Collateral includes, in each such case, Real Property, unless such Real Property is an Excluded Asset) and receives net cash proceeds (i.e., gross cash proceeds less the reasonable costs of such sales or other dispositions or of collecting on or settling such insurance claim or condemnation proceeding) as the result of such sales, dispositions or Recovery Events in excess of an aggregate amount of $1,000,000 in any ~~fiscal year~~ Fiscal Year , the Issuer shall repay the Notes in an amount equal to such excess, such repayments to be made promptly but in no event more than five (5) Business Days following receipt of such net cash proceeds, and until the date of payment, such proceeds shall be held in trust for Agent. The foregoing shall not be deemed to be implied consent to any such sale or disposition otherwise prohibited by the terms and conditions hereof.

(b) Notwithstanding the provisions of the foregoing Section 2.5(a), in any case involving any sale, disposition or Recovery Event with respect to any Collateral other than Inventory, Receivables or ABL Equipment, so long as no Event of Default has occurred and is continuing on the date such Note Party receives the net cash proceeds of such sale or disposition or Recovery Event, the net cash proceeds of such sale, disposition or Recovery Event shall not be required to be applied as a prepayment of the Obligations as otherwise provided in Section 2.5(a), to the extent that (x) promptly but in no event more than one (1) Business Day following receipt of such net cash proceeds, the Issuer shall (I) deliver to Agent and the Purchasers a certificate of the Chief Financial Officer or Controller of the Issuer (A) stating that no Event of Default has occurred and is continuing, (B) stating the amount of the net cash proceeds of such sale, disposition or Recovery Event eligible for reinvestment under this Section 2.5(b), (C) stating that the Note Parties wish to use such eligible net cash proceeds of such sale, disposition or Recovery Event for reinvestment as permitted under this Section 2.5(b) and (D) stating that the Note Parties shall use such eligible net cash proceeds for reinvestment within (i) 120 days or (ii) in the case of Real Property, 180 days (or such longer period as the Required Purchasers may agree in their sole discretion) (as designated in such certificate of the Chief Financial Officer or Controller of the Issuer, the “ Applicable Reinvestment Period ”) and (II) deposit all such net cash proceeds designated for reinvestment with Agent to be held in a segregated non-interest bearing trust account under the sole dominion and control of Agent (the “ Reinvestment Account ”) and (y) the Note Parties shall, within the Applicable Reinvestment Period, reinvest an amount equal to such net cash proceeds designated for reinvestment in assets of equal or greater fair market value, or otherwise replace, repair or restore any such properties or assets to be used in any Note Party’s business (and Agent shall disburse funds from the Reinvestment Account to reimburse the Note Parties for the costs and expenses of such reinvestment, replacement, repair or

restoration upon submission by such Note Parties to Agent of supporting documentation reasonably acceptable to Agent), but further provided that , to the extent that the Note Parties shall not so reinvest net cash proceeds designated for reinvestment within the Applicable Reinvestment Period, then ten (10) Business Days after the expiration of such Applicable Reinvestment Period, Agent shall apply any net cash proceeds designated for reinvestment remaining in the Reinvestment Account to the prepayment of the Obligations as otherwise provided for in Section 2.5(a).

(c) Issuer shall cause to be prepaid an aggregate principal amount of the Notes following the end of each ~~fiscal year~~ Fiscal Year , beginning with the ~~fiscal year~~ Fiscal Year ending on or about December 31, 2015, in an amount equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the Excess Cash Flow Period then ended minus (B) all optional prepayments of the Notes made pursuant to Section 2.4(a) during such Excess Cash Flow Period (without regard to any payment made on such Notes above par) to the extent such optional prepayments were funded with Internally Generated ~~Cash~~ Funds . Each such prepayment shall be made within five (5) Business Days following delivery of the financial statements to Agent and the Purchasers referred to in and required by Section 9.6 for such ~~fiscal year~~ . Fiscal Year. The Issuer shall cause to be prepaid an aggregate principal amount of the Notes following the end of each fiscal year , beginning with the fiscal year ending on or about December 31, 2016, in an amount equal to the portion of Excess Cash Flow for the Excess Cash Flow Period then ended that is required to paid to the lenders under the First Lien Term Loan in accordance with the First Lien Term Loan Agreement and that is rejected by such lenders in accordance with the First Lien Term Loan Agreement.

(e) All prepayments made pursuant to this Section 2.5 shall be applied to the remaining scheduled installment of principal on the Notes pursuant to Section 2.3 in direct order of maturity.

Purchasers having the right to decline any prepayment with Declined Proceeds within five (5) Business Days of such offer by the Issuer). To the extent such non-declining Purchasers elect to decline their pro rata share of such Declined Proceeds, any Declined Proceeds remaining thereafter shall be retained by the Issuer (such remaining Declined Proceeds, the “ Retained Declined Proceeds ”).

(g) Notwithstanding anything in this Section 2.5 to the contrary, to the extent that any proceeds or other amounts are subject to any mandatory prepayment provision of the Revolving Credit Agreement ( solely with respect to proceeds or other amounts arising from Revolving Credit Priority Collateral) or the First Lien Term Loan Agreement, the Issuer shall not be required to make any payment of the Notes under this Section 2.5 with respect to such proceeds or other amounts so long as the Issuer complies with any such mandatory prepayment provision , as applicable .

2.6. Use of Proceeds .

2.7. Incremental Notes .

its Incremental Commitment of such Class by wire transfer of immediately available funds as directed by the Issuer, (B) the Issuer will deliver to such Incremental Purchaser an Incremental Note issued in the name of such Incremental Purchaser and (C) each Incremental Purchaser of such Class shall become a Purchaser hereunder with respect to the Incremental Commitment of such Class and the Incremental Notes of such Class made pursuant thereto.

(i) after giving effect to such Incremental Commitments, the conditions of Section 8.3 shall be satisfied; provided , that , in connection with any Incremental Commitment, the primary purpose of which is to finance a Permitted Acquisition, such Incremental Amendment if agreed by the Incremental Purchasers may include a waiver in full or in part of the conditions set forth in clauses (a) and (b) (other than with respect to any Event of Default under Section 10.1 or Sections 10.7 or 10.8) of Section 8.3 and in clause (f) of the defined term “Permitted Acquisition”;

(v) together with the Incremental Notes issued under such Incremental Amendment, the aggregate principal amount of Incremental Notes issued since the Closing Date does not exceed $40,000,000 ~~minus the Revolving Credit Incremental Usage Amount~~ ; and

(e) The terms, provisions and documentation of the Incremental Notes of any Class shall be as agreed between the Issuer and the applicable Incremental Purchasers providing such Incremental Commitments and, except as set forth in clause (f) below, sub-clauses (e)(i) through (e)(vi) below, and as otherwise set forth herein, to the extent not identical to any Class of Notes existing on the Incremental Note Closing Date, the terms and conditions of the Incremental Notes that are effective prior to the then Latest Maturity Date of the Notes shall not be more restrictive, taken as a whole, than those applicable to the Notes existing on the Incremental Note Closing Date, unless (x) this Agreement is amended (solely with the consent of the Issuer and with no consent required by any Purchaser, the Agent or any other Note Party) to conform to such more restrictive terms and conditions for the benefit of all such existing Notes

or (y) such more restrictive terms and conditions are satisfactory to the Required Purchasers; provided that, notwithstanding the foregoing, in the case of a Note Increase, the terms, provisions and documentation of such Note Increase shall be identical (other than with respect to upfront fees, OID or similar fees) to the applicable Class of Notes being increased, in each case, as existing on the Incremental Note Closing Date. In any event the Incremental Notes:

(i) shall rank pari passu in right of payment and security with the existing Notes,

(ii) as of the Incremental Amendment Date, shall not have a final scheduled maturity date earlier than the then Latest Maturity Date,

(iii) as of the Incremental Amendment Date, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the existing Notes,

(v) shall have fees determined by the Issuer and the applicable Incremental Purchasers, and

(vi) shall participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments of the Notes hereunder.

(f) the All-In Yield applicable to the Incremental Notes of each Class shall be determined by the Issuer and the applicable Incremental Purchasers and shall be set forth in each applicable Incremental Amendment; provided , however , that the All-In Yield applicable to such Incremental Notes shall not be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to any existing Class of Notes plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the ~~Eurocurrency~~ Eurodollar Rate floor) with respect to such existing Notes is increased so as to cause the then applicable All-In Yield under this Agreement on such existing Notes to equal the All-In Yield then applicable to the Incremental Notes minus 50 basis points; provided , further , that any increase in All-In Yield to any existing Notes due to the application or imposition of a ~~Eurocurrency~~ Eurodollar Rate floor on any Incremental Notes shall be effected solely through an increase in (or implementation of, as applicable) any ~~Eurocurrency~~ Eurodollar Rate floor applicable to such existing Notes.

Purchasers). The Incremental Amendment may effect such amendments to this Agreement and the other Note Documents as may be necessary or appropriate, in the reasonable opinion of the Required Purchasers and the Issuer, to effect the provisions of this Section 2.7. The Issuer will use the proceeds of the sale of any Incremental Notes for any purpose not prohibited by this Agreement.

2.8. Defaulting Purchasers .

III. INTEREST; FEES; PAYMENTS GENERALLY; TAXES.

3.1. Interest .

(a) Interest shall be payable on the outstanding principal amount of the Notes at a rate per annum (the “ Contract Rate ”) equal to (i) prior to the Subject Transaction Effective Date, (x) with respect to the Term Notes and the Delayed Draw Notes, the Eurodollar Rate plus the Applicable Rate and (y) with respect to any Incremental Notes, the rate per annum specified in the applicable Incremental Amendment, in each case payable quarterly in cash and (ii) on and after the Subject Transaction Effective Date, (x) with respect to the Term Notes and the Delayed Draw Notes, 12.0% and (y) with respect to any Incremental Notes, the rate per annum specified in the applicable Incremental Amendment, in each case payable quarterly in cash.

3.2. Fees .

3.3. [RESERVED] .

3.6. [RESERVED] .

3.7. [RESERVED] .

3.8. Payments Generally.

(a) Except as provided in Section 3.9 and Section 3.10, all payments of principal of or interest on the Notes, and of all fees, shall be made by the Issuer to Agent for the ratable benefit of the Purchasers, without setoff, recoupment or counterclaim and in immediately available funds not later than 1:00 P.M., New York time on the date due, and funds received after that hour shall be deemed to have been received by Agent on the following Business Day. Each repayment and prepayment of the Notes pursuant to Article II and all other payments of principal and interest shall be made on a pro rata basis, calculated by the Issuer, who shall provide written notice of such calculations to Agent, with respect to any Purchaser, as a percentage (carried out to the ninth decimal place) determined by dividing the aggregate amount of outstanding Notes held by such Purchaser by the aggregate amount of all outstanding Notes of all Purchasers; provided , that , in connection with any Incremental Notes with a rate of interest per annum different than the rate of interest per annum of other Notes, such pro rata calculation may be modified in the applicable Incremental Amendment under which such Incremental Notes were issued. Agent shall distribute any such payments received by it for the account of any Purchaser to such Purchaser (or its designee) promptly following receipt thereof.

substantively comparable to FATCA and with respect to which compliance is not materially more onerous), or (iv) that are taxes imposed on or measured by net income (however denominated), franchise taxes, or branch profits taxes imposed as a result of such Payee being organized under the laws of, or having its principal office or lending office located in the jurisdiction imposing such tax or as a result of any present or former connection between such Payee and the jurisdiction imposing such tax (other than a connection arising from such Payee having executed, delivered, become a party to, performed its obligations under, received payments under, perfected a security interest under or enforced any Note Document, or sold or assigned an interest in any Note Document).

3.10. Withholding Tax Exemption .

booking the Notes hereunder shall deliver such valid Withholding Certificate at least five (5) Business Days before the effective date of the designation of such new office (unless the Issuer shall permit such Payee to deliver such valid Withholding Certificate less than five (5) Business Days before such date in which case it shall be due on the date specified by such parties). Each Payee which so delivers a valid Withholding Certificate further undertakes to deliver to Issuer two (2) additional copies of such Withholding Certificate (or a successor form) on or before the date that such Withholding Certificate expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent Withholding Certificate so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Issuer.

IV. COLLATERAL: GENERAL TERMS

Party, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance satisfactory to the Required Purchasers (which statements may have a description of collateral which is broader than that set forth herein). Each Note Party authorizes Agent at any time and from time to time to file, one or more financing or continuation statements and amendments thereto, relating to the Collateral (including, without limitation, any such financing statements that describe the Collateral as “all assets” or “all personal property” (or words of similar effect) or that describe or identify the Collateral by type or in any other manner as the Required Purchasers may agree). All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto, shall be paid to Agent immediately upon demand.

4.3. Disposition of Collateral . Each Note Party will safeguard and protect all Collateral for Agent’s general account and make no disposition thereof whether by sale, lease or otherwise except to the extent permitted pursuant to Section 7.1 ~~(b)~~ . Notwithstanding anything contained in this Agreement to the contrary, in no event shall Agent be obligated to execute or deliver any document evidencing any release or re-conveyance of Collateral without receipt of a certificate executed by the Chief Financial Officer or Controller of the Issuer certifying that such release complies with this Agreement and the other Note Documents, and that all conditions precedent to such release or re-conveyance have been complied with.

4.5. Ownership of Collateral .

$250,000 shall be located as set forth on Schedule 4.5 (as such Schedule may be amended and updated from time to time pursuant to clause (c) of this Section 4.5) and shall not be removed from such location(s) without the prior written consent of Agent except (A) with respect to the sale of Inventory in the Ordinary Course of Business and dispositions of Equipment and other assets to the extent permitted in Section 7.1(b) hereof, (B) in connection with the providing of services to Customers; (C) with respect to Equipment and Inventory in transit from one such location to another such location; and (D) with respect to Equipment and Inventory out for repair in the Ordinary Course of Business.

forth herein and further provided by the Uniform Commercial Code or other Applicable Law. At any time following acceleration of the Obligations in accordance with Section 11.1, each Note Party shall, upon Agent’s or the Required Purchasers’ written request, and Agent may, at its option, instruct all suppliers, carriers, forwarders, warehousers or others receiving or holding cash, checks, Inventory, documents or instruments in which Agent holds a security interest to deliver same to Agent and/or subject to Agent’s order and if they shall come into any Note Party’s possession, they, and each of them, shall be held by such Note Party in trust as Agent’s trustee, and such Note Party will immediately deliver them to Agent in their original form together with any necessary endorsement.

4.7. Books and Records . Each Note Party shall (a) keep proper books of record and account in which full, true and correct entries will be made in all material respects, of all dealings or transactions of or in relation to its business and affairs; (b) set up on its books accruals with respect to all taxes, assessments, charges, levies and claims; and (c) on a reasonably current basis set up on its books, from its earnings, allowances against doubtful Receivables, advances and investments and all other proper accruals (including by reason of enumeration, accruals for premiums, if any, due on required payments and accruals for depreciation, obsolescence, or amortization of properties), which should be set aside from such earnings in connection with its business. All determinations pursuant to this subsection shall be made in accordance with, or as required by, GAAP consistently applied in the opinion of such independent public accountant as shall then be regularly engaged by the Note Parties.

does not disrupt the normal business operations of Holdings, the Issuer and its Restricted Subsidiaries, Agent, any Purchaser and their agents may enter (upon prior written notice and at its own expense in the absence of a continuing Event of Default) upon any premises of any such Person at any time during business hours and at any other reasonable time, and from time to time, for the purpose of inspecting the Collateral and any and all records pertaining thereto and the operation of such Person’s business.

4.11. Insurance . Each Note Party and Restricted Subsidiary shall (a) keep all its insurable properties insured against the hazards of fire, flood, sprinkler leakage, those hazards covered by extended coverage insurance and such other hazards, and for such amounts, as is customary in the case of companies engaged in businesses similar to such Person’s (including business interruption) under policies issued by financially sound and reputable insurance companies; (b) maintain a bond in such amounts as is customary in the case of companies engaged in businesses similar to such Person insuring against larceny, embezzlement or other criminal misappropriation of insured’s officers and employees; (c) maintain all such worker’s compensation or similar insurance as may be required under the laws of any state or jurisdiction in which such Person is engaged in business; (d) maintain public liability insurance against claims for personal injury, death or property damage suffered by others and other similar hazards (including any such liability insurance required to be maintained by the Note Parties and Restricted Subsidiaries under the terms of Material Contracts) for such amounts, as is customary in the case of companies engaged in businesses similar to such Person’s under policies issued by financially sound and reputable insurance companies, (e) maintain insurance against risks ~~under Environmental Laws and~~ with respect to Hazardous Discharges and Releases and others similar hazards, and for such amounts, as is customary in the case of companies engaged in businesses similar to such Person’s under policies issued by financially sound and reputable insurance companies; and (f)(i) furnish Agent and the Purchasers with copies of all policies and evidence of the maintenance of such policies at Agent’s or the Required Purchasers’ request, and (ii) furnish Agent and the Purchasers with appropriate loss payable endorsements in form and substance reasonably satisfactory to the Required Purchasers, naming lender loss payee and additional insured as its interests may appear with respect to all insurance coverage referred to in clause (a) and (e) above. Each of the Issuer and its Restricted Subsidiaries at all times shall maintain the assets and Real Property of such Note Party so that such insurance shall remain in full force and effect. Each Note Party shall bear the full risk of any loss of any nature whatsoever with respect to the Collateral.

Properly Contested. If any such taxes, assessments, or other Charges remain unpaid after the date fixed for their payment, or if any claim shall be made which, in Agent’s or any Purchaser’s opinion, may possibly create a valid Lien on the Collateral, the Purchasers may without notice to the Issuer pay the taxes, assessments or other Charges and the Issuer hereby indemnifies and holds Agent and each Purchaser harmless in respect thereof. Unless an Event of Default shall have occurred and remain continuing the Purchasers shall not pay any taxes, assessments on Charges to the extent that the Issuer or any Restricted Subsidiary has Properly Contested such taxes, assessments or Charges. The amount of any payment by the Purchasers under this Section 4.13 shall be added to the Obligations and, until the Issuer shall furnish the Purchasers with an indemnity therefor (or supply the Purchasers with evidence satisfactory to the Required Purchasers that due provision for the payment thereof has been made), the Purchasers may hold without interest any balance standing to the Issuer’s credit and Agent shall retain its security interest in and Lien on any and all Collateral held by Agent for the benefit of the Purchasers.

4.14. Vehicles . Within the time specified in Section 6.14 and, with respect to any Vehicles constituting Collateral acquired by such Note Party subsequent to the date hereof, within 30 days after the date of acquisition thereof (or longer if agreed to by the Required Purchasers), all applications for certificates of title/ownership indicating Agent’s second priority security interest in the Vehicle (or, in the case of Vehicles constituting ABL Equipment, ~~second~~ third priority security interest) covered by such certificate, and any other necessary documentation, shall be filed in each office in each jurisdiction which Agent or the Required Purchasers shall deem advisable to perfect Agent’s security interests in the Vehicles.

4.15. Receivables .

(b) [RESERVED ].

(d) [ RESERVED ].

otherwise concerned with any of the Collateral. At any time after the occurrence and during the continuance of an Event of Default, Agent shall have the sole right to collect the Receivables, take possession of the Collateral, or both. Agent’s actual collection expenses, including, but not limited to, stationery and postage, telephone and telegraph, secretarial and clerical expenses and the salaries of any collection personnel used for collection, may be charged to the Issuer and added to the Obligations.

(f) Power of Agent to Act on Note Parties’ Behalf . Subject to the Intercreditor Agreement, following the occurrence and during the continuance of an Event of Default, Agent shall have the right to receive, endorse, assign and/or deliver in the name of Agent or any Note Party any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Note Party hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Each Note Party hereby constitutes Agent or Agent’s designee as such Note Party’s attorney with power at any time following the occurrence and during the continuance of an Event of Default (A) to endorse such Note Party’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (B) to sign such Note Party’s name on any invoice or bill of lading relating to any of the Receivables, drafts against Customers, assignments and verifications of Receivables; (C) to send verifications of Receivables to any Customer; (D) to sign such Note Party’s name on all financing statements or any other documents or instruments which may be necessary or appropriate to preserve, protect, or perfect Agent’s interest in the Collateral and to file same; and (E) to receive, open and dispose of all mail addressed to any Note Party; (F) to demand payment of the Receivables; (G) to enforce payment of the Receivables by legal proceedings or otherwise; (H) to exercise all of such Note Party’s rights and remedies with respect to the collection of the Receivables and any other Collateral; (I) to settle, adjust, compromise, extend or renew the Receivables; (J) to settle, adjust or compromise any legal proceedings brought to collect Receivables; (K) to prepare, file and sign such Note Party’s name on a proof of claim in bankruptcy or similar document against any Customer; (L) to prepare, file and sign such Note Party’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; and (M) to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done with gross (not mere) negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment); this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Agent shall have the right at any time following the occurrence and during the continuance of an Event of Default to change the address for delivery of mail addressed to any Note Party.

securities, instruments or insurance applicable thereto and/or release any obligor thereof. Agent is authorized and empowered to accept following the occurrence and during the continuance of an Event of Default the return of the goods represented by any of the Receivables, without notice to or consent by any Note Party, all without discharging or in any way affecting any Note Party’s liability hereunder.

(h) [ RESERVED ].

(i) Deposit Accounts, Securities Accounts and Investment Accounts .

(i) All deposit accounts, securities accounts and investment accounts of each Note Party and its Subsidiaries as of the Closing Date are set forth on Schedule 4.15(i) (which such schedule shall be updated from time to time and attached to each Compliance Certificate delivered pursuant to Section 9.7 if, since the Closing Date or the date of the last notification (as applicable), any Note Party has acquired any additional deposit accounts, securities accounts or investment accounts). No Note Party shall open any new deposit account, securities account or investment account unless such account is to be maintained with the Agent or with a bank, depository institution or securities intermediary that is not the Agent, provided however, that in connection with any account not maintained with the Agent, such bank, depository institution or securities intermediary, each applicable Note Party and Agent shall first have entered into an account control agreement in form and substance reasonably satisfactory to Agent and the Required Purchasers sufficient to give Agent “control” (for purposes of Articles 8 and 9 of the Uniform Commercial Code) over such account; provided further, that notwithstanding anything to the contrary provided for in this Agreement, the Note Parties need not comply with the foregoing requirements of this Section 4.15(i) with respect to (1) any deposit accounts in which the total amount of funds on deposit therein or credited thereto do not exceed at any one time either $100,000 as to any one such deposit account or $250,000 as to all such deposit accounts taken together or (2) any deposit accounts used exclusively for trust, payroll, payroll tax or petty cash purposes or employee wage or welfare benefit payments so long as the Note Parties shall not maintain funds on deposit therein or credited thereto at any time in excess of the amounts necessary to fund such trust, payroll, payroll tax or petty cash obligations and any related payroll processing expenses routinely paid from such accounts on a current basis.

(ii) Notwithstanding anything to the contrary, proceeds of the Collateral (whether by way of disposition or otherwise) shall, to the extent not constituting Revolving Credit Priority Collateral, be deposited in an account maintained with the Agent or with a bank, depository institution or securities intermediary, subject to an account control agreement in form and substance reasonably satisfactory to the Agent and the Required Purchasers sufficient to give Agent “control” (for purposes of Article 8 and 9 of the Uniform Commercial Code) over such account and subject to no other Liens other than Liens created under any Note Document in favor of the Agent for the benefit of the Purchasers and non-consensual Liens constituting Permitted Encumbrances ~~(such account, the “Term Priority Collateral Account”)~~ .

(j) Adjustments . Except as permitted pursuant to Section 7.1(b)(vi), no Note Party will, without Agent’s or the Required Purchasers’ consent, compromise or adjust any

Receivables (or extend the time for payment thereof) or accept any returns of merchandise or grant any additional material discounts, allowances or credits thereon except for those compromises, adjustments, returns, discounts, credits and allowances as have been heretofore customary in the Ordinary Course of Business of such Note Party.

4.19. Environmental Matters .

(a) Holdings, the Issuer and its Restricted Subsidiaries shall ensure that the Real Property and all operations and businesses conducted thereon, and all operations and business conducted by Holdings, the Issuer and the Restricted Subsidiary on real property owned or operated by Customers (“ Customer Real ~~Properties~~ Property ”) , remain in material compliance with all Environmental Laws, and they shall not place or permit to be placed any Hazardous Substances on or at any Real Property or any Customer Real Property except as permitted by Applicable Law or appropriate governmental authorities.

Material Adverse Effect, Agent on behalf of Purchasers may, but without the obligation to do so, for the sole purpose of protecting Agent’s interest in the Collateral , : (i) give such notice or (ii) enter onto the Real Property (or authorize third parties to enter onto the Real Property) and take such Remedial Actions required by Environmental Law or the Authority with respect to any such Hazardous Discharge or Environmental Complaint . All reasonable costs and expenses incurred by Agent and Purchasers (or such third parties) in the exercise of any such rights, including any sums paid in connection with any judicial or administrative investigation or proceedings, fines and penalties, together with interest thereon from the date expended at the Default Rate shall be paid ~~upon demand~~ by the Issuer within thirty (30) business days of written demand by Agent , and until paid shall be added to and become a part of the Obligations secured by the Liens created by the terms of this Agreement or any other agreement between Agent, any Purchaser and any Note Party.

(g) In the event there is a Hazardous Discharge or a failure to comply with Environmental Laws at the Real Property or any Customer Real Property, which in either case is reasonably likely to have a Material Adverse Effect, Holdings, the Issuer and its Restricted Subsidiaries shall comply with all reasonable requests for information made by the Agent or the Required Purchasers with respect to such Hazardous Discharge or failure to comply with Environmental Laws. Such information reasonably requested may include, at the Issuer’s expense, an environmental site assessment or environmental compliance audit of Real Property owned by Holdings, the Issuer or any of its Restricted Subsidiaries, to be prepared by a nationally recognized environmental consulting or engineering firm, to assess such Hazardous Discharge or non-compliance with Environmental Laws; provided , however, that any environmental site assessment, environmental compliance audit or similar report acceptable to an appropriate Authority that is charged to oversee any Remedial Action related to such Hazardous Discharge or failure to comply with Environmental Laws shall be deemed acceptable to Agent and the Required Purchasers.

4.21. [RESERVED]

(a) Insurance . Policies or certificates of insurance covering each Mortgaged Property and assets of the Note Parties thereon, which policies or certificates shall be in form and substance reasonably acceptable to the Required Purchasers and reflect the Agent for the benefit of the Purchasers, as additional insured and loss payee and mortgagee and shall otherwise bear endorsements of such type and in such amounts as are customarily carried under similar circumstances for properties used for the same or similar businesses or purposes as the Mortgaged Properties and are otherwise reasonably acceptable to the Required Purchasers;

(c) Mortgages . Fully executed counterparts of a Mortgage, duly executed and delivered by the record owner of each Mortgaged Property, in form suitable for filing or recording in the applicable jurisdiction and otherwise reasonably satisfactory to the Required Purchasers, and, in each case, with such schedules and including such provisions as shall be necessary to conform such Mortgages to applicable local law or as shall be customary under applicable local law, together with evidence that counterparts of all the Mortgages have been delivered to the title insurance company for recording in all places necessary to effectively create a valid and enforceable second priority mortgage lien on each Mortgaged Property in favor of the Agent for the benefit of the Purchasers, securing the Obligations related to the Notes subject only to any Permitted Encumbrances; provided that , if, in connection with the recording or filing of a Mortgage, a mortgage tax would be owed under applicable law in respect of the entire amount of the Obligations, then the amount secured by such Mortgage shall be limited to 100% of the fair market value of the real property (in the Required Purchasers’ reasonable determination) encumbered by such Mortgage;

(f) Title insurance . A fully paid extended coverage policy of title insurance issued by a nationally recognized title insurance company selected by the Note Parties (the “ Title Company ”) (or a marked title insurance commitment or commitments having the effect of a policy or policies of title insurance) insuring the second priority mortgage lien of each Mortgage as a valid second priority mortgage lien on each Mortgaged Property, free and clear of all liens, encumbrances, conditions, restrictions and other exceptions to title, except for any Permitted Encumbrances and any other matters expressly approved by the Required Purchasers in writing, together with such endorsements, coinsurance and reinsurance as the Required Purchasers may reasonably request and which are available at commercially reasonable rates in the applicable jurisdiction (the “ Title Policy ”);

4.23. Intercreditor Agreement . Notwithstanding anything in Article IV to the contrary, (i) the liens and security interests granted to Agent pursuant to this Agreement in Collateral that constitutes Revolving Credit Priority Collateral are expressly subject and subordinate to the liens and security interests granted in favor of the Revolving Credit Secured Parties (as defined in the applicable Intercreditor Agreement), including liens and security interests granted to Agent pursuant to or in connection with the Revolving Credit Agreement, (ii) the liens and security interests granted to Agent pursuant to this Agreement in all Collateral are expressly subject and subordinate to the liens and security interests granted in favor of the First Lien Term Loan Secured Parties (as defined in the applicable Intercreditor Agreement), and (iii) the exercise of any right or remedy with respect to the Collateral by Agent hereunder is subject to the limitations and provisions of each Intercreditor Agreement. In the event of any conflict between the terms of either Intercreditor Agreement and the terms of this Article IV, the terms of such Intercreditor Agreement shall govern.

4.24. Lien Priority . Notwithstanding anything in this Agreement to the contrary, upon the payment in full of the Indebtedness of the Note Parties under the First Lien Term Loan Agreement, all references in this Agreement to the Agent’s second priority security interest in the Collateral shall be deemed to refer to the Agent’s first priority security interest, and, with respect to the Revolving Credit Priority Collateral (so long as the Revolving Credit Facility shall not have been terminated at such time), all references to the Agent’s third priority interest shall be deemed to refer to the Agent’s second priority interest, in each case as in effect prior to the Subject Transaction Effective Date.

4.25. Appraisals . Agent may, at the direction of the Required Purchasers, at any time after the Subject Transaction Effective Date, engage the services of an independent appraisal firm or firms of reputable standing, satisfactory to Agent and the Required Purchasers, for the purpose of appraising the then current values of the Notes Collateral; provided that so long as no Event of Default shall have occurred and be continuing, (x) the Note Parties shall not be obligated to pay or reimburse Agent or the Required Purchasers for more than one such appraisal conducted in any consecutive 365 day period commencing on the Subject Transaction Effective Date and (y) the Agent shall use commercially reasonable efforts to cooperate and coordinate with the First Lien Term Loan Agent in respect of any appraisal being conducted by or on its behalf. Absent the occurrence and during the continuance of an Event of Default at such time, Agent and the Required Purchasers shall consult with the Note Parties as to the identity of any such firm.

4.26. First Lien Term Loan Collateral. Notwithstanding anything to the contrary contained in this Article IV, to the extent any Note Party grants a lien on or pledges any assets or properties to the First Lien Term Loan Agent to secure the First Lien Term Loan Debt pursuant to the First Lien Term Loan Documents, such Note Party shall also grant a lien on or otherwise pledge such assets or properties to the Agent to secure the Obligations hereunder, subject to the terms of the applicable Intercreditor Agreement.

V. REPRESENTATIONS AND WARRANTIES.

Each Note Party represents and warrants as follows:

5.1. Authority . Each Note Party has full power, authority and legal right to enter into this Agreement and the other Note Documents and to perform all its respective Obligations hereunder and thereunder. This Agreement and the other Note Documents have been duly executed and delivered by each Note Party, and this Agreement and the other Note Documents constitute the legal, valid and binding obligation of such Note Party enforceable in accordance with their terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generally. The execution, delivery and performance of this Agreement and of the other Note Documents (a) are within such Note Party’s powers under its Organization Documents, have been duly authorized by all necessary corporate, limited partnership, company or other organizational action, as applicable, are not in contravention of law or the terms of such Note Party’s Organization Documents or to the conduct of such Note Party’s business or of any material agreement or undertaking to which such Note Party is a party or by which such Note Party or any of its property is bound, (b) will not conflict in any material respect with or violate any law or regulation, or any judgment, order or decree of any Governmental Body or any material mortgage, indenture, contract, agreement, judgment, decree or order binding on any Note Party or any of their Restricted Subsidiaries or affecting the Collateral , (c) will not require the Consent of any Governmental Body, any party to a Material Contract or any other Person, except those Consents set forth on Schedule 5.1 hereto, all of which will have been duly obtained, made or complied with prior to the Closing Date and which are in full force and effect or the failure of which to obtain would not reasonably be expected to result in a Material Adverse Effect, and (d) will not conflict with, nor result in any breach of any of the provisions of or constitute a default under or result in the creation of any Lien except Permitted Encumbrances upon any asset of such Note Party and its Restricted Subsidiaries under the provisions of any agreement, instrument, Organization Document or other instrument to which such Note Party and its Restricted Subsidiaries are party or by which they or their property is a party or by which they may be bound or any material mortgage, indenture, contract, agreement, judgment, decree or order binding on any Note Party or any of their Restricted Subsidiaries or affecting the Collateral .

5.2. Formation and Qualification .

(a) Each Note Party and each Restricted Subsidiary (A) is a Person duly organized or formed, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization (to the extent such concept exists in such jurisdiction) and (B) is duly qualified to do business and is in good standing (to the extent such concept exists in such jurisdiction) under the laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification and where the failure to so qualify would reasonably be expected to have a Material Adverse Effect on such Person. Each Note Party has delivered to Agent ~~and the Purchasers~~ as of the Fourth Amendment Closing Date true and complete copies of its Organization Documents and will promptly notify Agent ~~and the Purchasers~~ of any material amendment or changes thereto.

(b) The only Subsidiaries of each Note Party as of the Closing Date are listed on Schedule 5.2(b).

5.4. Tax Returns . Each of the Note Parties’ and the Restricted Subsidiaries’ federal tax identification numbers are set forth on Schedule 5.4 (as such Schedule may be amended and updated from time to time by written notice from the Issuer to Agent and the Purchasers in connection with the delivery of a Compliance Certificate pursuant to Section 9.7). Each of the Note Parties and the Restricted Subsidiaries has filed all federal and state income and all other material tax returns and other reports each is required by law to file and has paid all material taxes, assessments, fees and other governmental charges that are due and payable, except those that are being Properly Contested. Federal and material state and local income tax returns of the Note Parties and the Restricted Subsidiaries have been examined and reported upon by the appropriate taxing authority or closed by applicable statute and satisfied for all ~~fiscal years~~ Fiscal Years prior to and including the ~~fiscal year~~ Fiscal Year ending December 31, 2013. The provisions for taxes on the books of each of the Note Parties and the Restricted Subsidiaries is adequate in all material respects for all years not closed by applicable statutes, and for its current ~~fiscal year~~ Fiscal Year , and none of the Note Parties or the Restricted Subsidiaries has any knowledge of any material deficiency or additional assessment in connection therewith not provided for on its books.

5.5. Financial Statements .

(a) The pro forma balance sheet of ~~the Issuer~~ Holdings on a Consolidated Basis (the “ Pro Forma Balance Sheet ”) furnished to Agent and the Purchasers on the Closing Date reflects the consummation of the Transactions and is accurate, complete and correct and fairly reflects in all material respects the financial condition of ~~the Issuer~~ Holdings on a Consolidated Basis as of the Closing Date after giving effect to the Transactions, and has been prepared in accordance with GAAP, consistently applied. The Pro Forma Balance Sheet has been certified as accurate, complete and correct in all material respects by the Chief Financial Officer of the Issuer. All financial statements referred to in this subsection 5.5(a), including the related schedules and notes thereto, have been prepared in accordance with GAAP, except as may be disclosed in such financial statements and the absence of footnotes and year end adjustments.

(b) The twelve-month cash flow projections of ~~the Issuer~~ Holdings on a Consolidated Basis and their projected balance sheets as of the Closing Date, copies of which are annexed hereto as Exhibit 5.5(b) (the “ Projections ”) were prepared by the Chief Financial Officer of the Issuer, are based on underlying assumptions which provide a reasonable basis for the projections contained therein and reflect Issuer’s judgment based on present circumstances of the most likely set of conditions and course of action for the projected period (it being

understood by the parties that projections by their nature are inherently uncertain and no assurances are being given that the results reflected in such projections will be achieved). The cash flow Projections together with the Pro Forma Balance Sheet, are referred to as the “ Pro Forma Financial Statements .”

5.6. Entity Names . As of the Closing Date, no Note Party has been known by any other name in the past five years and does not sell Inventory under any other name except as set forth on Schedule 5.6, nor has any Note Party as of the Closing Date been the surviving entity of a merger or consolidation or acquired all or substantially all of the assets of any Person during the preceding five (5) years except as set forth on Schedule 5.6 .

5.7. OSHA and Environmental Compliance .

(a) Except as would not reasonably be expected to have a Material Adverse Effect (i) each of the Note Parties and the Restricted Subsidiaries has duly complied in all ~~material~~ respects with, and its facilities, business, assets, property, leaseholds, Real Property and Equipment are in compliance in all ~~material~~ respects with , the provisions of the Federal Occupational Safety and Health ~~Act, the Environmental Protection~~ Act, RCRA and all other Environmental Laws; and (ii) there have been and are no outstanding citations, notices or orders of non-compliance issued to any of the Note Parties or the Restricted Subsidiaries or relating to any of their businesses, assets, properties, leaseholds or Equipment under any such ~~foregoing~~ laws, rules or regulations.

(b) Each of the Note Parties and the Restricted Subsidiaries has ~~been issued and has complied~~ obtained and is in compliance with all required federal, state and local licenses, certificates or permits ~~relating to~~ required by all applicable Environmental Laws other than those licenses, certificate or permits the failure to be so ~~issued~~ obtained (or the failure to so comply with) would not reasonably be expected to have a Material Adverse Effect.

(c) Except as could not reasonably be expected to have a Material Adverse Effect; (i) there have been no Hazardous Discharges at, upon, under or within any Real Property or ~~any~~ Customer Real Property; (ii) there are no underground storage tanks or polychlorinated biphenyls on the Real Property; (iii) the Real Property has never been used as a treatment, storage or disposal facility of Hazardous Waste; and (iv) no Hazardous Substances are present on

the Real Property including any premises leased by any of the Note Parties or any of the Restricted Subsidiaries, excepting such quantities as are handled in accordance with all applicable manufacturer’s instructions and ~~Environmental Laws~~ governmental regulations and in proper storage containers and as are ~~reasonably~~ necessary for the operation of the commercial business of any of the Note Parties or ~~the~~ any of their Restricted Subsidiaries or any of their tenants.

5.8. Solvency; No Litigation, Violation, Indebtedness or Default; ERISA Compliance.

(a) ~~After~~ As of the Fourth Amendment Closing Date, after giving effect to the consummation of the Transactions, including the ~~issuance~~ ~~of the Notes under this~~ ~~Agreement~~ ~~on the Closing Date,~~ ~~Delayed Draw Funding Date or Incremental Note~~ ~~Closing Date, as applicable~~ ~~, and after giving effect to the application of the proceeds of such Notes~~ borrowing of the loans under the First Lien Term Loan Agreement , (i) the fair value of the assets of each of the Issuer and its Restricted Subsidiaries, on a stand-alone and consolidated basis, exceeds and will exceed ~~, on a~~ ~~consolidated basis,~~ their debts and liabilities, subordinated, contingent or otherwise; (ii) the present fair saleable value of the property of each of the Issuer and its Restricted Subsidiaries, on a stand-alone and consolidated basis, is and will be greater than the amount that will be required to pay the probable liability ~~, on a consolidated basis,~~ of their respective debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) each of the Issuer and its Restricted Subsidiaries, on a stand-alone and consolidated basis, ~~are~~ is and will be able to pay ~~their~~ its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; and (iv) each of the Issuer and its Restricted Subsidiaries, on a stand-alone and consolidated basis, ~~are~~ is not engaged in, and ~~are~~ is not about to engage in, business for which ~~they have~~ it has unreasonably small capital ~~. The~~ ; provided that, for purposes of this Section 5.8(a), the amount of any contingent liability at any time shall be computed as the amount that would reasonably be expected to become an actual and matured liability.

(b) Except as disclosed in Schedule 5.8(b), none of the Note Parties or any of the Restricted Subsidiaries has (i) any pending or threatened (in writing) litigation, arbitration, actions or proceedings which would reasonably be expected to have a Material Adverse Effect , and (ii) ~~any liabilities or~~ indebtedness for borrowed money other than the Obligations and other Permitted Indebtedness.

may be amended and updated from time to time by written notice from the Issuer to Agent and the Purchasers in connection with the delivery of a Compliance Certificate pursuant to Section 9.7). Except where noncompliance or any liability would not reasonably be expected to ~~have~~ result, individually or in the aggregate, in a Material Adverse Effect, (i) each Plan is in compliance with the applicable provisions of ERISA, the Code and other federal or state laws, (ii) the Issuer and each member of the Controlled Group has met all applicable minimum funding requirements under Section 302 of ERISA and Section 412 of the Code in respect of each Pension Benefit Plan, and each Pension Benefit Plan is in compliance with Sections 412, 430 and 436 of the Code and Sections 206(g), 302 and 303 of ERISA, without regard to waivers and variances; (iii) each Plan which is intended to be a qualified plan under Section 401(a) of the Code as currently in effect has been determined by the ~~Internal Revenue Service~~ IRS to be qualified under Section 401(a) of the Code and the trust related thereto is exempt from federal income tax under Section 501(a) of the Code; (iv) neither the Issuer nor any member of the Controlled Group has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due which are unpaid ~~and~~ ~~which would reasonably be expected to~~ ~~have~~ ~~a Material Adverse Effect~~ ; ; (v) no Pension Benefit Plan has been terminated by the plan administrator thereof nor by the PBGC, and there is no occurrence which would cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Pension Benefit Plan; (vi) neither the Issuer nor any member of the Controlled Group has breached any of the responsibilities, obligations or duties imposed on it by ERISA with respect to any Plan ~~and which~~ ~~would reasonably be expected to~~ ~~have a Material Adverse Effect~~ ; (vii) neither the Issuer nor any member of a Controlled Group has incurred any liability for any excise tax arising under Section 4971, 4972 or 4980B of the Code, and no fact exists which could give rise to any such liability; (viii) neither the Issuer nor any member of the Controlled Group nor any fiduciary of, nor any trustee to, any Plan, has engaged in a “prohibited transaction” described in Section 406 of ~~the~~ ERISA or Section 4975 of the Code nor taken any action which would constitute or result in a Termination Event with respect to any such Plan which is subject to ERISA; (ix) no Termination Event has occurred or could reasonably be expected to occur; (x) there exists no event described in Section 4043 of ERISA, for which the thirty (30)-day notice period has not been waived; (xi) neither the Issuer nor any member of the Controlled Group has engaged in a transaction that could be subject to Section 4069 or 4212(c) of ERISA; (xii) neither the Issuer nor any member of the Controlled Group has withdrawn, completely or partially, within the meaning of Section 4203 or 4205 of ERISA, from any Multiemployer Plan so ~~as to~~ ~~incur liability~~ ~~under the Multiemployer Pension Plan Amendments Act of 1980~~ and there exists no fact which could reasonably be expected to result in any ~~such~~ liability under the Multiemployer Pension Plan Amendments Act of 1980 ; ~~and~~ (xiii) no Plan fiduciary (as defined in Section 3(21) of ERISA) has any liability for breach of fiduciary duty or for any failure in connection with the administration or investment of the assets of a Plan ; and (xiv) there exists no Unfunded Pension Liability with respect to any Pension Benefit Plan .

5.9. Patents, Trademarks, Copyrights and Licenses . All Registered ~~or material~~ Intellectual Property owned by any Note Party or any Restricted Subsidiary ~~which are necessary for~~ ~~the operation of any such Note Party’s or~~ ~~such~~ ~~Restricted Subsidiary’s business~~ are set forth on Schedule 5.9 (as such Schedule may be amended and updated from time to time by written notice from the Issuer to Agent and the Purchasers in connection with the delivery of a Compliance Certificate pursuant to Section 9.7). The Note Parties and the Restricted

Subsidiaries own or have rights or licenses to all Intellectual Property sufficient to conduct the business and operations as currently conducted or proposed to be conducted (as of the Fourth Amendment Closing Date), except as otherwise would not reasonably be expected to result in a Material Adverse Effect . All material Registered Intellectual Property owned by each Note Party ~~and each~~ or any Restricted Subsidiary is, to the knowledge of any Note Party or any Restricted Subsidiary, valid and enforceable . There is no objection to or pending challenge to the validity or enforceability of any such owned material Registered Intellectual Property ~~, and~~ (other than with respect to pending applications in the ordinary course of prosecution before the United States Patent and Trademark Office or other applicable governmental authority) or, to the knowledge of any Note Party ~~or Restricted Subsidiary~~ , any licensed material Registered Intellectual Property. No As of the Fourth Amendment Closing Date, no Note Party or any Restricted Subsidiary is aware of any grounds for any such challenge to such owned or licensed Registered Intellectual Property, except as set forth in Schedule 5.9 hereto. Each item of material Intellectual Property owned by any Note Party or any Restricted Subsidiary consists of ~~original~~ material or property developed by or on behalf of such Note Party or Restricted Subsidiary or was lawfully acquired by such Note Party or Restricted Subsidiary from the proper and lawful owner thereof, except as otherwise would not reasonably be expected to result in a Material Adverse Effect. Each Note Party and each Restricted Subsidiary has taken commercially reasonable steps to maintain all owned Intellectual Property ~~and licensed Intellectual Property~~ as to preserve the value thereof from the date of creation or acquisition thereof , except as otherwise would not reasonably be expected to result in a Material Adverse Effect . With respect to all software used by any Note Party or any Restricted Subsidiary in the operation of any such Note Party’s or any Restricted Subsidiary’s business , as currently conducted , such Note Party or Restricted Subsidiary owns or possesses valid licenses or other rights to use all such software in all material respects .

5.10. Licenses and Permits . Except as set forth in Schedule 5.10, each of the Note Parties and the Restricted Subsidiaries (a) is in compliance with and (b) has procured and is now in possession of, all material licenses or permits required to be procured as of the Fourth Amendment Closing Date by any applicable federal, state or local law, rule or regulation for the operation of its business in each jurisdiction wherein it is now conducting or proposes to conduct business and where the failure to be in compliance with or procure such licenses or permits would reasonably be expected to have a Material Adverse Effect.

5.11. [RESERVED].

5.12. No Burdensome Restrictions . None of the Note Parties nor any of the Restricted Subsidiaries is party to any contract or agreement the performance of which would reasonably be expected to have a Material Adverse Effect. Each Note Party has heretofore delivered to Agent and the Purchasers true and complete copies of all Material Contracts (or otherwise, to the extent required, provided a description of such Material Contracts (and any amendments thereto) entered into after the Closing Date in the applicable Narrative Report) to which it or its Restricted Subsidiaries is a party or to which they or any of their properties is subject.

5.13. No Labor Disputes . None of the Note Parties nor any of the Restricted Subsidiaries is involved in any labor dispute; there are no strikes or walkouts or union

organization of any Note Party’s or employees nor any of the Restricted Subsidiaries’ employees threatened or in existence and no labor contract is scheduled to expire during the term of this Agreement, in each case, that would reasonably be expected to have a Material Adverse Effect.

5.14. Margin Regulations . None of the Note Parties nor any of the Restricted Subsidiaries is engaged, nor will it any of them engage, principally or as one of its important activities, in the business of extending credit for the purpose of “purchasing” or “carrying” any “margin stock” within the respective meanings of each of the quoted terms under Regulation U of the Board of Governors of the Federal Reserve System as now and from time to time hereafter in effect. No part of the proceeds of the sale of any of the Notes will be used for “purchasing” or “carrying” “margin stock” as defined in Regulation U of such Board of Governors.

5.16. Disclosure . No representation or warranty made by any of the Note Parties or any of the Restricted Subsidiaries in this Agreement or in any financial statement, report, certificate or any other document furnished in connection herewith or any other Note Document contains any untrue statement of a material fact or omits to state any ~~material~~ fact necessary to make the statements herein or therein as of the Fourth Amendment Closing Date and when taken as a whole, not misleading in any material respect. There is no fact known to any of the Note Parties or any of the Restricted Subsidiaries or which reasonably should be known to such Note Party or any such Restricted Subsidiary, as applicable, which such Note Party or such Restricted Subsidiary, as applicable, has not disclosed to Agent or the Purchasers in writing with respect to the transactions contemplated by this Agreement and the Note Documents which would reasonably be expected to have a Material Adverse Effect.

5.17. Swaps. The Issuer is not a party to, nor will it be a party to, any swap agreement whereby the Issuer has agreed or will agree to swap interest rates or currencies unless same provides that damages upon termination following an event of default thereunder are payable on an unlimited “two-way basis” without regard to fault on the part of either party.

5.18. ~~5.17.~~ [RESERVED].

~~5.18. Conflicting Agreements. No provision of any~~ ~~mortgage, indenture, contract, agreement, judgment, decree or order binding on any Note Party or any of their Restricted Subsidiaries or affecting the Collateral~~ ~~conflicts with, or requires any Consent which has not already been obtained to, or would in any way prevent the execution, delivery or performance of,~~ ~~the terms of this Agreement~~ ~~or the other Note Documents.~~

5.19. Application of Certain Laws and Regulations . None of the Note Parties ~~, Restricted Subsidiaries or any Affiliate of such Note~~ ~~Parties or~~ or its Restricted Subsidiaries is subject to any laws, statute, rule or regulation which regulates the incurrence of any Indebtedness, including laws, statutes, rules or regulations relative to common or interstate

carriers or to the sale of electricity, gas, steam, water, telephone, telegraph or other public utility services.

5.20. Business and Property of Note Parties . Upon and after the Closing Date, the Note Parties and their Restricted Subsidiaries ~~do not~~ ~~propose to~~ shall solely engage in ~~any business other than~~ the business relating to oil field services and related activities and ancillary, supplementary and complementary lines of business. On the Closing Date, the Note Parties and their Restricted Subsidiaries, taken as a whole, will own all the property and possess all of the rights and Consents necessary for the conduct of the business of the Note Parties and their Restricted Subsidiaries, taken as a whole, except where such failure would not reasonably be expected to have a Material Adverse Effect.

5.21. Anti-Terrorism Laws .

(i) a Person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order No. 13224;

(ii) a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order No. 13224;

(iii) a Person or entity with which any Purchaser is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law;

(iv) a Person or entity that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order No. 13224;

(vi) a Person or entity who is affiliated or associated with a Person or entity listed above.

None of the Note Parties ~~or their~~ , Restricted Subsidiaries or any Affiliate of such Note Party or Restricted Subsidiaries, or any of ~~their respective~~ its agents acting in any capacity in connection with the sale or purchase of the Notes, the use of proceeds thereof or other transactions hereunder (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Blocked Person, or (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order No. 13224.

5.23. Federal Securities Laws . ~~Neither~~ As of the Fourth Amendment Closing Date, neither any Note Party nor any of its Restricted Subsidiaries (a) is required to file periodic reports under the Exchange Act, (b) has any securities registered under the Exchange Act or (c) has filed a registration statement that has not yet become effective under the Securities Act.

5.24. Equity Interests . As of the Closing Date, the authorized and outstanding Equity Interests of each Note Party and each of the Restricted Subsidiaries is as set forth on Schedule 5.24 hereto. All of the Equity Interests of each Note Party and each of the Restricted Subsidiaries have been duly and validly authorized and issued, are fully paid and non-assessable and have been sold and delivered to the holders thereof in compliance with, or under valid exemption from, all federal and state laws and the rules and regulations of each Governmental Body governing the sale and delivery of securities. As of the Closing Date, except for the rights and obligations set forth on Schedule 5.24 , there are no subscriptions, warrants, options, calls, commitments, rights or agreement by which any Note Party ~~or any of~~ ~~the~~ ~~Restricted Subsidiaries~~ , or any of the holders of the Equity Interests issued by any Note Party or any of ~~the~~ its Restricted Subsidiaries, is bound relating to the issuance, transfer, voting or redemption of shares of its Equity Interests or any pre-emptive rights held by any Person with respect to the Equity Interests of the Note Parties and ~~the~~ any of their respective Restricted Subsidiaries. Except as set forth on Schedule 5.24, the Note Parties and ~~the~~ any of their respective Restricted Subsidiaries have not issued any securities convertible into or exchangeable for shares of its Equity Interests or any options, warrants or other rights to acquire such shares or securities convertible into or exchangeable for such shares.

VI. AFFIRMATIVE COVENANTS.

Each of the Note Parties and their Restricted Subsidiaries shall, until payment in full of the Obligations and termination of this Agreement:

6.1. [RESERVED]

6.2. Conduct of Business and Maintenance of Existence and Assets . (a) Actively conduct and operate its business according to good business practices and maintain all of its properties necessary in its business (including the Collateral) in good working order and condition in all material respects (reasonable wear and tear excepted and except as may be disposed of in accordance with the terms of this Agreement), including all ~~licenses, patents, copyrights, design rights, tradenames, trade secrets and trademarks~~ Intellectual Property and any licenses under third-party Intellectual Property, subject to the terms of any such licenses, and take all commercially reasonable actions necessary to enforce and protect the validity of any ~~intellectual property~~ Intellectual Property right or other right included in the Collateral , except, in ~~each~~ the case of any such Intellectual Property right , where the failure to do so would not reasonably be expected to have a Material Adverse Effect; (b) preserve, renew and maintain in full force and effect (i) its legal existence under the laws of the jurisdiction of its organization and (ii) its good standing in the relevant jurisdictions of organization, and comply in all material respects with the laws and regulations governing the conduct of its business where

the failure to do so would reasonably be expected to have a Material Adverse Effect; ~~and~~ (c) make all such reports and pay all such franchise and other taxes and license fees and do all such other acts and things as may be lawfully required to maintain its rights, licenses, leases, powers and franchises under the laws of the United States or any political subdivision thereof where the failure to do so would reasonably be expected to have a Material Adverse Effect . ; (d) promptly inform the Agent in writing of the establishment of any ECF Account; (e) maintain each of the individual Fracking Fleets in good operating condition and repair (including, in the case of idle Fracking Fleets, maintenance in accordance with the Fracking Fleet Preservation Program) in a manner such that each deployed Fracking Fleet shall be, during the period of its deployment, usable in the ordinary course of business in accordance with Section 5.20 and this Section 6.2, and each idle Fracking Fleet shall be, once prepared for service in accordance with the Fracking Fleet Preservation Program, capable of deployment and usable in the ordinary course of business in accordance with Section 5.20 and this Section 6.2; and (f) make such Capital Expenditures in accordance with the Fracking Fleet Preservation Program as are necessary to (x) conduct and operate its business according to good business practices, (y) maintain the Required Aggregate Horsepower Amount with respect to the Fracking Fleets that are either ready for immediate deployment in accordance with the Fracking Fleet Preservation Program or currently deployed, and (z) satisfy the Minimum Fracking Fleet Requirement.

~~6.4. [RESERVED].~~

6.4. Separateness. Comply with the following:

(a) Maintain deposit accounts or accounts, separate from those of any Affiliate (other than a Note Party) of Holdings, with commercial banking or trust institutions and not commingle its funds with those of Holdings or any such Affiliate (other than a Note Party);

(b) Act solely in its name and through its duly authorized officers, managers, representatives or agents in the conduct of its businesses;

(c) Conduct in all material respects its business solely in its own name, in a manner not misleading to other Persons as to its identity (including, without limiting the generality of the foregoing, all oral and written communications (if any), including invoices, purchase orders, and contracts);

(d) Obtain proper authorization from member(s), director(s), manager(s) and partner(s), as required by its Organization Documents for all of its actions; and

(e) Comply in all material respects with the terms of its Organization Documents.

6.5. Fixed Charge Coverage Ratio . If at any time during any ~~fiscal quarter~~ Fiscal Quarter (the “ Subject Quarter ”) a Covenant Trigger Event shall have occurred or and be continuing, cause to be maintained a Fixed Charge Coverage Ratio of not less than 1.00 to 1.00 for the ~~four-fiscal quarter~~ four-Fiscal Quarter period ending as of the last day of such Subject Quarter.

6.6. [RESERVED ].

6.8. Standards of Financial Statements . Cause all financial statements referred to in Sections 9.5, 9.6, 9.7, 9.8, 9.9 , 9.10 , 9.11, and 9.12 as to which GAAP is applicable to be complete and correct in all material respects (subject, in the case of interim financial statements, to normal year-end audit adjustments and the absence of footnotes) and to be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein (except as concurred in by such reporting accountants or officer, as the case may be, and disclosed therein).

6.10. Additional Guarantors; Further Assurances .

(a) Holdings will, and will cause each of its Restricted Subsidiaries (including, for the avoidance of doubt, each new direct or indirect Subsidiary formed or acquired by any Note Party (other than any Excluded Subsidiary)) to, grant to the Agent for the benefit of the Purchasers security interests and Mortgages in such assets and Real Property with a fair market value exceeding $1,000,000 of Holdings and such Restricted Subsidiaries as are not covered by the original Pledge Agreement, Mortgages or control agreements (collectively, the “Additional Security Documents”). All such security interests and Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Required Purchasers and the Agent and shall constitute valid and enforceable perfected security interests, hypothecations and Mortgages superior to and prior to the rights of all third Persons and enforceable against third parties and subject to no other Liens except for Permitted Encumbrances. The Additional Security Documents

or instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Agent required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall have been paid in full.

(b) Holdings will, and will cause each of its Restricted Subsidiaries to, at the expense of the Note Parties, make, execute, endorse, acknowledge, file and/or deliver to the Agent from time to time such confirmatory assignments, conveyances, financing statements, schedules, transfer endorsements, powers of attorney, certificates, real property surveys, reports, collateral access agreements, landlord waivers, bailee agreements, control agreements and other assurances or instruments and take such further steps relating to the Collateral (other than with respect to Collateral that, in the aggregate , does not have a fair market value exceeding $1,000,000) as the Required Purchasers may reasonably require, as promptly as practicable (and in any event within thirty (30) calendar days of demand or such longer period as the Required Purchasers may agree in its reasonable discretion), but subject to the limitations and exceptions set forth in this Agreement and the other Note Documents . Furthermore, Holdings will, and will cause each of its Restricted Subsidiaries to, deliver to the Agent such opinions of counsel, title insurance policies and other related documents as may be reasonably requested by the Agent to certify and confirm to the Agent that this Section 6.10 has been complied with, as promptly as practicable (and in any event within thirty (30) calendar days of such request or such longer period as the Agent may agree in its reasonable discretion). Notwithstanding anything to the contrary contained in this provision , to the extent a Note Party grants a lien on or pledges any assets or properties to the First Lien Term Loan Agent to secure the First Lien Term Loan Debt pursuant to the First Lien Term Loan Documents, including, Section 8.18 of the First Lien Term Loan Agreement, such Note Party shall also grant a lien on or otherwise pledge such assets or properties to the Agent to secure the Obligations hereunder, subject to the terms of the applicable Intercreditor Agreement.

(c) Upon (w) the formation or acquisition of any new direct or indirect Subsidiary (other than an Excluded Subsidiary) by any Note Party, (x) the designation in accordance with Section 6.11 of any existing direct or indirect Subsidiary as a Restricted Subsidiary (other than an Excluded Subsidiary), (y) any existing Excluded Subsidiary ceasing to be an Excluded Subsidiary or (z) any Subsidiary of the Issuer being added as a borrower, a guarantor, or otherwise is an obligor under, or has granted a Lien on its assets as credit support for, the Revolving Credit Facility or the First Lien Term Loan Agreement after the date of this Agreement, then the Issuer shall , as promptly as practicable (and in any event within thirty (30) calendar days or such longer period as the Agent may agree in its reasonable discretion), cause such Person to become a Guarantor of the Notes and comply with the provisions of Article IV regarding the grant of security interests in its assets constituting Collateral by executing a supplement to this Agreement ~~and to~~ ~~those Note Documents~~ in the form attached hereto as Exhibit 6.10 (an “ Additional Guarantor Supplement ”), executing a Pledge Agreement in favor of Agent in respect of any Equity Interests held by it that will constitute Pledged Equity and, unless otherwise waived by the Required Purchasers, the Issuer

will cause its counsel to simultaneously with the delivery of such supplement and such Guaranty deliver an ~~Opinion of Counsel as to the enforceability~~ opinion of counsel , subject to customary exceptions, with respect to, among other matters, the enforceability of such supplement to this Agreement and to ~~such~~ the other Note Documents in form and substance reasonably satisfactory to the Required Purchasers on the date on which it was added. At any time or from time to time upon the reasonable request of the Required Purchasers or Agent, ~~Holdings,~~ the Issuer and each ~~other~~ Guarantor will, at its expense, promptly (and in any event within thirty (30) calendar days of such request or such longer period as the Agent may agree in its reasonable discretion) execute, acknowledge and deliver such further documents and do such other acts and things as the Required Purchasers may reasonably request in order to ensure that the Obligations under this Agreement and the Notes are guaranteed by the Guarantors and that the Liens created hereunder and under the other Note Documents continue to constitute valid and perfected second priority ~~perfected~~ security interests (or , so long as the Revolving Credit Facility has not been terminated, ~~in the case of~~ with respect to the Revolving Credit Priority Collateral, valid and perfected third priority ~~perfected~~ security interests) in the Collateral.

6.11. Designation of Subsidiaries . The Board of Directors may, at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided , that immediately before and after such designation, (i) no Default or Event of Default shall have occurred and be continuing and (ii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, it would be a “Restricted Subsidiary” for the purpose of the Revolving Credit Facility , the First Lien Term Loan Agreement or any Subordinated Indebtedness. For purposes of Section 7.4 hereof, the designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall be deemed to be an acquisition by the Issuer of the Equity Interests of such Unrestricted Subsidiary at the date of designation for a purchase price and investments equal to (x) if such Restricted Subsidiary is being acquired by a Note Party on such date of designation, the total aggregate value of all consideration (including all Earnouts) paid by such Note Party for such acquisition and (y) in all other cases, the fair market value of the assets of such Restricted Subsidiary at such date of designation. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time and, for purposes of Section 7.4, a return on any investment by the Issuer in Unrestricted Subsidiaries equal to the fair market value of the assets of such Subsidiary at such date of designation. Notwithstanding the foregoing, any Unrestricted Subsidiary that has been re-designated a Restricted Subsidiary may not be subsequently re-designated as an Unrestricted Subsidiary.

6.15. Fourth Amendment Post-Closing Actions. The Notes Parties shall use commercially reasonable efforts to cause all of the actions described in Section 4.14 to be completed with respect to the Specified Assets constituting not less than 90% of the aggregate OLV of all Specified Assets within ninety (90) days (and in any event not to exceed 120 days (or such longer period if consented to by the Required Purchasers in their reasonable discretion)) of the Fourth Amendment Effective Date (the “Applicable Filing Deadline”); provided that, the Note Parties shall be entitled to a day-for-day extension of the Applicable Filing Deadline upon the occurrence and during the continuation of a Force Majeure Event; provided further that, the Note Parties shall only be entitled to such day-for-day extension for such Force Majeure Event if the Note Parties are diligently and in good faith working expeditiously to mitigate, resolve or work-around such Force Majeure Event. For the avoidance of doubt, notwithstanding anything in this Agreement or any other Note Document to the contrary, it is understood and agreed that no Note Party nor any of its Subsidiaries shall be required to take any action with respect the validity, perfection, enforceability or priority of Agent’s security interest in and/or Lien on the Specified Assets prior to the Applicable Filing Deadline except as otherwise required pursuant to this Section 6.15.

VII. NEGATIVE COVENANTS.

7.1. Merger, Consolidation, Acquisition and Sale of Assets .

Party or Subsidiary may change its legal form if and , with respect to clauses ( ii)( y) and ( ii)( z), the Issuer determines in good faith that such action is in the best interest of the Issuer and its Subsidiaries and if not materially disadvantageous to the Purchasers (it being understood that in the case of any change in legal form, the Issuer will remain the Issuer and a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder and shall be organized in a jurisdiction in the United States ); (iii) any Restricted Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Issuer or to another Restricted Subsidiary; provided that if the transferor in such a transaction is a Note Party, then (x) the transferee must be a Note Party or (y) to the extent constituting an investment, such investment must be a ~~Permitted Investment~~ permitted investment pursuant to Section 7.4 , so long as (A) no other provision of this Agreement would be violated thereby, (B) such Note Party gives Agent and the Purchasers at least five ( 5 ) Business Days’ prior written notice of such ~~merger or consolidation~~ transaction , (C) no Event of Default shall have occurred and be continuing either before or after giving effect to such transaction, and (D) Agent’s and Purchasers’ rights in any Collateral, including, without limitation, the existence, perfection and priority of any Lien thereon, are not adversely affected by such ~~merger or consolidation~~ transaction; and (iv) so long as no Event of Default has occurred and is continuing or would result therefrom, a merger, consolidation, amalgamation, dissolution, liquidation, consolidation or sale or acquisition of assets, between the target and the Issuer, the purpose of which is to effect a Permitted Acquisition , an investment not prohibited by Section 7.4 or an acquisition of a substantial portion of the assets of any Person to the extent funded by capital contributions received by Holdings .

(b) Sell, lease, transfer or otherwise dispose of any of its properties or assets, except (i) the sale of Inventory in the Ordinary Course of Business, (ii) the disposition of assets from any Note Party or Restricted Subsidiary to the Issuer or any Subsidiary Guarantor, (iii) the disposition or transfer of obsolete and worn-out Equipment in the Ordinary Course of Business, (iv) (x) non-exclusive licenses or sublicenses of Intellectual Property granted to any other Person in the Ordinary Course of Business (and any extension or renewal thereof), and (y) non-material Intellectual Property, including allowing Registered Intellectual Property to lapse or be abandoned, that are no longer used or useful in the business of any Note Party or Restricted Subsidiary , (v) leasing or subleasing assets in the Ordinary Course of Business, (vi) subject to at least five (5) Business Days’ written notice of such Sale-Leaseback Transaction to Agent and the Purchasers, the disposition of Equipment in connection with a Sale-Leaseback Transaction to the extent the Attributable Indebtedness incurred in connection with such Sale-Leaseback Transaction is permitted pursuant to clause (b) of the defined term “Permitted Indebtedness”, ( v vii ) any other dispositions or transfers (other than sales, dispositions or transfers of Receivables) ~~during any fiscal year~~ ~~not to exceed $~~ ~~1,000,000, (vi)~~ ; provided, that the aggregate amount of such dispositions or transfers shall not exceed $ 3,000,000 in the aggregate since the Fourth Amendment Closing Date and the proceeds of any such dispositions or transfers (x) in the case of all assets (other than as provided in clause (y) of this proviso)) shall be applied to the repayment of either the First Lien Term Loan Debt or the Obligations, as applicable, or to purchase assets related to the Fracking Fleet or the Commercial Agreements and (y) in the case of Revolving Credit Priority Collateral (as defined in the Intercreditor Agreement) while the Revolving Credit Facility is outstanding, shall be applied in accordance with the Revolving Credit Documents and the Intercreditor

Agreement, (viii) dispositions of Receivables, but only to the extent of a compromise, adjustment, write down or collection thereof or acceptance of any return of merchandise in connection therewith or the granting of any material discount, allowance or credits thereon, in each case, in the Ordinary Course of Business, or in connection with the bankruptcy or reorganization of the applicable Customer and dispositions of any securities received in any such bankruptcy or reorganization, ( ~~vii~~ ix ) the use or transfer of cash or Cash Equivalents in a manner that is not prohibited by this Agreement, ( ~~viii~~ x ) the making of an investment that is permitted to be made pursuant to Section 7.4, ( ix xi ) the making of a distribution in accordance with Section 7.7, and ( x xii ) dispositions of assets acquired pursuant to a Permitted Acquisition consummated within 12 months of the date of the proposed disposition (the “ Subject Permitted Acquisition ”) so long as (i) the proceeds of any such disposition of assets are used to prepay either the First Lien Term Loan Debt in accordance with Section 5.02(d) of the First Lien Term Loan Agreement or the Notes in accordance with Section 2.5(a) hereof (without an option for reinvestment pursuant to Section 2.5(b)), (ii) the assets to be so disposed are not necessary or economically desirable in connection with the business of the Note Parties thereof and either (x) the fair market value of the assets to be so disposed do not exceed 25% of the fair market value of the total assets acquired from the Subject Permitted Acquisition or (y) the amount of EBITDA attributable to the assets to be so disposed does not exceed 25% of the total EBITDA attributable to the total assets acquired in such Subject Permitted Acquisition, and (iii) the assets to be so disposed are readily identifiable as assets acquired pursuant to the Subject Permitted Acquisition; provided , that for any such sale, lease, transfer or other disposition pursuant to this Section 7.1(b) (except pursuant to clauses (ii), (vi) and (ix) or to the Issuer or a Subsidiary Guarantor) shall be for no less than the fair market value of the applicable property or assets at the time of such transaction.

7.2. Creation of Liens . Create or suffer to exist any Lien or transfer upon or against any of its property or assets now owned or hereafter acquired, except Permitted Encumbrances.

7.3. Guarantees . Become liable upon the obligations or liabilities of any Person by assumption, endorsement or guaranty thereof or otherwise (other than in respect of the Obligations) except (a) as disclosed on Schedule 7.3, (b) guarantees of Indebtedness permitted under clause (e) of the definition of “Permitted Indebtedness”, (c) transactions permitted pursuant to Section 7.4 or 7.5 and Permitted Intercompany Investments ~~and~~ , (d) the endorsement of checks in the Ordinary Course of Business , (e) any Keane Completions Lease Guaranty and any other guaranty of real property lease obligations of any Restricted Subsidiary up to an aggregate amount, as to such Keane Completions Lease Guaranty and other guaranties, not to exceed $3,000,000 and (f) any guaranty or other contingent obligation (other than any guaranty of Indebtedness) to the extent a third party requires Holdings or any Restricted Subsidiary to provide such guarantee and the underlying obligations are otherwise permitted under the terms of this Agreement . For all purposes of this Agreement, the amount of any assumption, endorsement or guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such assumption, endorsement or guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined in good faith by the Person assuming, or otherwise endorsing or guaranteeing such obligation.

7.4. Investments . Purchase or acquire obligations or Equity Interests of, or any other interest in, any Person, except (a) readily marketable obligations issued or directly and fully guaranteed or insured by the government or any agency or instrumentality of the United States having average maturities of not more than one year from the date of acquisition thereof; provided that the full faith and credit of the United States is pledged in support thereof, (b) commercial paper and variable or fixed rate notes issued by a commercial bank that is organized under the laws of the United States, any state thereof, the District of Columbia or any member nation of the Organization for Economic Cooperation and Development or is the principal banking Subsidiary of a bank holding company organized under the laws of the United States, any state thereof, the District of Columbia or any member nation of the Organization for Economic Cooperation and Development and is a member of the Federal Reserve System, and either (i) has combined capital and surplus of at least $500,000,000 or (ii) issues debt obligations, or is the Subsidiary of a holding company which issues debt obligations, that are rated not less than A (or the equivalent rating) by a nationally recognized investment rating agency (any such commercial bank, an “ Approved Bank ”) (or by the parent company thereof) or any variable or fixed rate note issued by, or guaranteed by, a corporation (other than structured investment vehicles and other than corporations used in structured financing transactions) rated A-1 (or the equivalent thereof) or better by S&P or P-1 (or the equivalent thereof) or better by Moody’s, in each case with average maturities of not more than 180 days from the date of acquisition thereof, (c) time deposits or eurodollar time deposits with insured certificates of deposit, bankers’ acceptances or overnight bank deposits of, or letters of credit issued by an Approved Bank, in each case with maturities not exceeding 180 days from the date of acquisition thereof, (d) U.S. money market funds that invest solely in obligations set forth above in ~~Section 7.4~~ clauses (a ), (b) and (c ), (e) Permitted Investments, (f) advances, loans or extensions of credit permitted under Section 7.5 and assumptions, endorsements and guarantees permitted under Section 7.3, and (g) so long as no Event of Default has occurred and is continuing or would result therefrom, the purchase or acquisition of obligations or Equity Interests of, or any other interest in, any Person (together with any Permitted Acquisitions accounted for as investments pursuant to this clause (g)) in an aggregate amount not to exceed (x) $5,000,000 in the aggregate since the Fourth Amendment Closing Date ( less the amount of any advances, loans or extensions of credit made in reliance on the dollar amount set forth in Section 7.5(e)(x)) plus (y) the Cumulative Credit at such time ~~( ~~provided~~ , that~~ ~~no Event of Default has occurred and is continuing or would result therefrom~~ ) .

7.5. Loans . Make advances, loans or extensions of credit to any Person, including any Parent, Subsidiary or Affiliate thereof except with respect to (a) the extension of commercial trade credit in connection with the sale of Inventory or the provision of services in the Ordinary Course of Business, (b) loans to employees in the Ordinary Course of Business not to exceed the aggregate amount of $1,000,000 at any time outstanding, (c) Permitted Intercompany Investments, (d) advances, loans or extensions of credit permitted under Section 7.4 and (e) advances, loans or extensions of credit in an aggregate amount not to exceed (x) $5,000,000 ( less the amount of any investments made in reliance on the dollar amount set forth in Section 7.4(g)(x)) plus (y) the Cumulative Credit at such time ( provided , that no Event of Default has occurred and is continuing or would result therefrom).

~~7.6. [RESERVED].~~

7.6. Subsidiaries and Joint Ventures. Own or create directly or indirectly any Restricted Subsidiaries other than (a) any Restricted Subsidiary in existence on the Fourth Amendment Closing Date and (b) any Domestic Subsidiary formed or acquired after the Fourth Amendment Closing Date that, to the extent not an Excluded Subsidiary, has become a Subsidiary Guarantor by delivering to the Agent a joinder hereto in form and substance reasonably satisfactory to the Agent. Except for joint ventures in existence on the Fourth Amendment Closing Date, no Note Party shall be or agree to be, nor shall any Note Party permit any of its Restricted Subsidiaries to be or agree to be, a joint venture.

7.7. Distributions . Pay or make any distribution in respect of any Equity Interest of ~~any Note Party~~ Holdings or any of ~~the~~ its Restricted Subsidiaries or apply any of its funds, property or assets to the purchase, redemption or other retirement of any Equity Interest, or of any options to purchase or acquire any such Equity Interest of ~~any Note Party or any~~ ~~Restricted Subsidiary except that the Note Parties and the~~ Holdings or any of its Restricted Subsidiaries ~~shall be permitted to make distributions~~ except: (A) to the extent and in accordance with the terms and conditions set forth in clauses (i) through ( iv vi ) below and (B) so long as a notice of termination with regard to this Agreement shall not be outstanding and no Event of Default shall have occurred and be continuing or would occur after giving pro forma effect to the distribution or payment described in this clause (B), and subject to written certification provided to the Agent ~~and the Purchasers~~ as to the purpose and amount of such distribution or payment (such certification to be provided in the Compliance Certificate delivered pursuant to Section ~~9.7 hereof~~ 9.8 ), to its members or partners (as applicable), in an ~~aggregate amount equal to the Increased Tax Burden of its members or partners (as applicable),~~ ~~so long as~~ ~~(a)~~ ~~a notice of termination with regard to this Agreement shall not be outstanding~~ ~~, (b)~~ ~~no Event of Default shall have occurred and be continuing or would occur after giving pro forma effect to~~ such payment(s), and (c) the purpose for such purchase, redemption or distribution shall be as set forth in writing to Agent and the Purchasers at least ten (10) days within the occurrence of such purchase, redemption or distribution and such purchase, redemption or distribution shall in fact be used for such purpose. Payments to members or partners (as applicable) shall be made so as to be available when the tax is due, including in respect of estimated tax payments. In the event (x) the actual distribution to members or partners (as applicable), made pursuant to this Section 7.7 exceeds the actual income tax liability of any of such members or partners, whether direct or indirect (as applicable), due to such Note Party’s or Restricted Subsidiary’s status as a limited liability company or partnership (as applicable) or (y) if such Person was a subchapter C corporation, such Person would be entitled to a refund of income taxes previously paid as a result of a tax loss during a year in which such Person is a limited partnership or limited liability company (as applicable), then the members or partners (as applicable) shall repay such Person the amount of such excess or refund ~~, as the case may be,~~ no later than the date the annual tax return must be filed by such Person (without giving effect to any filing extensions). In the event such amounts are not repaid in a timely manner by any member or partners (as applicable), then such Note Party or Restricted Subsidiary, as applicable, shall not pay or make any distribution with respect to, or purchase, redeem or retire, any membership interest or partnership interest (as applicable) of such Person held or controlled by, directly or indirectly, such member or partner (as applicable), until such payment has been made; amount sufficient to enable the direct and indirect members of KGH to pay projected tax liabilities attributable to allocations of taxable income by KGH to them (“Tax Distributions”) using an assumed tax rate equal to

the highest effective marginal combined U.S. federal, state, and local income tax rate prescribed for an individual resident in New York, New York (the “Assumed Tax Rate”); provided that (i) Tax Distributions from and after the Fourth Amendment Closing Date will be calculated based on the taxable income of KGH from such Fourth Amendment Closing Date, and in the case of Tax Distributions with respect to taxable years after the taxable year that includes such Fourth Amendment Closing Date (the “Closing Date Year”), shall take into account allocations of taxable losses with respect to the Closing Date Year and later taxable years such that Tax Distributions shall be required only to the extent aggregate allocations of taxable income from and after the Closing Date Year (with respect to which Tax Distributions have not been made) exceed such aggregate allocations of taxable losses; (ii) Tax Distributions shall be paid not more than ten (10) days prior to April 15, June 15, September 15 and December 15 of each year based upon the determination by the tax matters partner of KGH of the amount equal to (x) the product of (A) the amount of taxable income allocated to each member of KGH for the period beginning in January of each such year and ending on March 31, May 31, August 31 and December 31 as if each such period were a taxable year and (B) the Assumed Tax Rate (such product, the “Baseline Tax Distribution Methodology”) minus (y) Tax Distributions previously made by the Company with respect to any prior period within the same taxable year; provided that if taxable income is not allocated to the Class A Members of KGH pro rata in accordance with the number of Class A Units held by each Class A Member of KGH, then (i) KGH shall determine the Class A Member who has the greatest tax liability on a per-Class A Unit basis determined assuming such Class A Member is subject to tax at the Assumed Tax Rate with respect to the taxable income allocated to such Class A Member by KGH (the “High Tax Member”), (ii) Holdings shall make Tax Distributions to KGH in an amount sufficient to allow the High Tax Member to pay his tax liability as so calculated and (iii) Holdings shall make Tax Distributions to KGH in an amount equal , on a per-Class A Unit basis, to the Tax Distribution received by the High-Tax Member (the “Class A Member Tax Distribution Methodology”); provided further that the Tax Distribution shall be calculated on the basis of the Baseline Tax Distribution Methodology and not the Class A Member Tax Distribution Methodology once the aggregate amount of Tax Distributions made in respect of the Class A Members calculated on the basis of the Class A Member Tax Distribution Methodology exceeds the aggregate amount of Tax Distributions that would have been distributed in respect of the Class A Members had such Tax Distributions been calculated on the basis of the Baseline Tax Distribution Methodology by $15,000,000 (provided that, in the event the cumulative EBITDA for the relevant Fiscal Years exceeds $906,000,000, such $15,000,000 shall be increased proportionally). The Compliance Certificate shall, inter alia, include the calculation of the Tax Distributions for the Class A Members on the basis of the Class A Member Tax Distribution Methodology and the Baseline Tax Distribution Methodology and shall set forth the aggregate amount by which the amount of Tax Distributions made in respect of the Class A Members calculated on the basis of the Class A Member Tax Distribution Methodology exceeds the aggregate amount of Tax Distributions that would have been distributed in respect of the Class A Members had such Tax Distributions been calculated on the basis of the Baseline Tax Distribution Methodology. For purposes of this Section 7.7, “Class A Units” and “Class A Member” have the meanings ascribed to those terms in

the Third Amended and Restated Limited Liability Company Agreement of Keane Group Holdings LLC, dated as of the Fourth Amendment Closing Date, as in effect on the date hereof. To the extent that it shall be determined that the amount of any Tax Distributions have been underpaid or overpaid for any period (whether as a result of audit or other adjustments to KGH’s taxable income or otherwise), Holdings will adjust future Tax Distributions to take into account such overpayment or underpayment; provided that if it is determined that a Tax Distribution was overpaid by $5,000,000 or more, the direct or indirect members of KGH will each repay to KGH their shares of such Tax Distribution, and KGH shall repay any amount so received to Holdings:

(ii) so long as no Event of Default has occurred and is continuing or would result therefrom, ~~the Issuer~~ Holdings and its Restricted Subsidiaries may (or may make dividends and distributions, the proceeds of which may be used by Holdings and/or any direct or indirect Parent to) repurchase, redeem, retire or otherwise acquire for value Equity Interests (including any stock appreciation rights or profit interests in respect thereof) of Holdings (or its direct or indirect parent), the Issuer or any of its Restricted Subsidiaries from current or former employees, directors or officers, provided that the aggregate cash payments in respect of such repurchases, redemptions, retirements and acquisitions shall not exceed $5,000,000 in any ~~fiscal year,~~ Fiscal Year; and provided further that at such time, if any, as such aggregate cash payments made in any ~~fiscal year~~ Fiscal Year exceed $ ~~1,000,000~~ 2,500,000 , then any such additional cash payments made during such fiscal year may be made only if (x) after giving effect to each such additional cash payment, the Issuer shall be in pro forma compliance with ~~the minimum Fixed Charge Coverage Ratio covenant~~ Section 6.5 (whether or not in effect) ~~set forth in Section 6.5 hereof~~ , measured as at the end of the applicable Pro Forma Testing Period and calculated on a pro forma basis assuming that such payment had been made on the first day of such Pro Forma Testing Period, and (y) no later than five (5) Business Days prior to the making of such payment, the Issuer shall deliver a certificate of the Chief Financial Officer or Controller of the Issuer certifying that the conditions of the preceding clause (x) were satisfied with respect to the making of such payment;

(iii) (a) Holdings and its Restricted Subsidiaries may make non-cash repurchases of Equity Interests of Holdings (or its direct or indirect Parent), the Issuer or any Restricted Subsidiary deemed to occur upon exercise of stock options or similar equity incentive awards if such Equity Interest represents a portion of the exercise price of such options or similar equity incentive awards ~~; and~~ , and (b) Holdings and its Restricted Subsidiaries may pay cash, in lieu of the issuance of fractional shares, upon the exercise of options, warrants or upon the conversion or exchange of Equity Interests of Holdings (or a direct or indirect Parent);

100

(iv) Holdings and its Restricted Subsidiaries may make other distributions to pay customary fees and reimbursement of reasonable out of pocket costs of, and customary indemnities provided to or on behalf of, Holdings’ (or a direct or indirect Parent’s) directors and officers attributable to the ownership or operations of the Issuer and its Subsidiaries; and

(v) ~~(iv)~~ so long as no Event of Default has occurred and is continuing or would result therefrom , the Issuer and its Restricted Subsidiaries may make distributions and dividends (the proceeds of which may be used by Holdings and/or any direct or indirect Parent to make distributions and dividends) in an aggregate amount not to exceed ~~(x) the greater of (1)~~ $5,000,000 and (2) 10% of Adjusted EBITDA for the four fiscal quarter period most recently ended for which financial statements and a Compliance Certificate have been delivered in accordance with Section 9.6 or Section 9.7 ( ~~less~~ the amount of any prepayments, redemptions, purchases, defeasances and other payments in respect of Subordinated Indebtedness in reliance on the dollar amount set forth in Section 7.16(iv)(x)) ~~plus~~ (y) the Cumulative Credit at such time ( ~~provided~~ , that with respect to any dividend or distribution made out of amounts under clause (a) of the definition of “Cumulative Credit” pursuant to this clause (y), (A) ~~no Event of Default has occurred and is continuing or would result therefrom,~~ ~~(B) the Issuer shall be in pro forma compliance with the minimum Fixed Charge Coverage Ratio covenant (whether or not in effect) set forth in Section 6.5 hereof measured~~ ~~as of the~~ ~~end~~ ~~of the applicable~~ ~~Pro Forma Testing Period and calculated on a pro forma basis assuming that such dividend or distribution had occurred on~~ ~~the first day of such~~ Pro Forma Testing Period, (C) the Issuer shall have a pro forma Leverage Ratio of not greater than 3.50 to 1.00, measured as of the end of the applicable Pro Forma Testing Period and calculated on a pro forma basis assuming that such dividend or distribution had occurred on the first day of such Pro Forma Testing Period, and (D) satisfaction of the foregoing clauses (A), (B) and (C) shall be evidenced by a certificate from a Chief Financial Officer of the Issuer demonstrating such satisfaction calculated in reasonable detail); and since the Fourth Amendment Closing Date; and

(vi) ~~(v) the Issuer~~ Holdings and its Restricted Subsidiaries may make other distributions to Holdings to pay (or for Holdings to make distributions to any direct or indirect Parent to pay) (i) out-of-pocket legal, accounting and other general corporate overhead out-of-pocket costs incurred in the Ordinary Course of Business attributable to the ownership of ~~the Issuer~~ Holdings and its Subsidiaries in an aggregate amount not to exceed $2,000,000 in any ~~fiscal year~~ Fiscal Year , (ii) customary fees and reimbursement of reasonable out-of-pocket costs of, and customary indemnities provided to or on behalf of, Holdings’ or any direct or indirect Parent’s directors and officers attributable to the ownership or operations of the Issuer and its Subsidiaries and (iii) fees and expenses payable to COAC to the extent that the payment of such fees and expenses is permitted pursuant to Section 7.10(b).

7.8. Indebtedness . Create, incur, assume or suffer to exist any Indebtedness (exclusive of trade debt) except Permitted Indebtedness.

7.9. Nature of Business . Substantially change the nature of the business in ~~which it is~~ ~~presently engaged~~ as described in Section 5.20 , nor except as specifically permitted hereby purchase or invest, directly or indirectly, in any assets or property other than in the Ordinary Course of Business for assets or property which are useful in, necessary for and are to be used in its business.

101

7.10. Transactions with Affiliates . Directly or indirectly, purchase, acquire or lease any property from, or sell, transfer or lease any property to, or otherwise enter into any transaction or deal with, any Affiliate, including without limitation the payment of any management fees, except (a) transactions which are on an arm’s-length basis on terms and conditions no less favorable than terms and conditions which would have been obtainable from a Person other than an Affiliate; provided , that the Note Parties and the Restricted Subsidiaries shall disclose the terms and conditions of each transaction with any Affiliate(s) entered into in reliance on this Section 7.10 on the next Compliance Certificate delivered by the Note Parties and the Restricted Subsidiaries pursuant to Section 9.7 following the date the applicable Note Party or Restricted Subsidiary enters into such transaction, (b) the payment of fees and expenses to COAC (not exceeding $15,000,000 in the aggregate since the Fourth Amendment Closing Date) in connection with the providing of advisory services in ~~an aggregate amount not to exceed $~~ ~~2,000,000 in any fiscal year~~ , so long as such services and fees and expenses paid by any Note Party in respect thereof, are substantially comparable to the services, and the fees and expenses in respect of such services, that the Note Parties could be expected to receive and pay, as applicable, from a third party providing substantially similar services , (c) entering into employment and severance arrangements, in the Ordinary Course of Business between ~~any Note Party~~ or Holdings or any of its Restricted ~~Subsidiary and its~~ Subsidiaries and such Person’s respective officers ~~and~~ or employees, (d) the payment of customary fees and reimbursement of reasonable out-of-pocket costs of, and customary indemnities provided to or on behalf of directors, officers, non-Affiliated consultants and employees of ~~the Note Parties and~~ ~~the~~ Holdings and its Restricted Subsidiaries in the Ordinary Course of Business, (e) transactions permitted by ~~Section~~ Sections 7.1, 7.3, 7.4, 7.5 or 7.7 or , including any Permitted Intercompany Investment, (f) ~~Qualified~~ capital contributions made to Holdings, (g) Subordinated Indebtedness advanced by and owing to KGH to by any one or more Note Parties from time to time, ~~and payment~~ ~~in respect~~ thereof from any one or more Note Parties to KGH in accordance with the terms of the Subordinated Loan Documentation for such Qualified Subordinated Indebtedness (to the extent such Subordinated Loan Documentation complies with the requirements ~~of clause (c) of the definition of~~ ~~“Permitted Indebtedness”),~~ all as and to the extent permitted by ~~Section~~ Sections 7.8 , and (g 7.20(b) hereof (if applicable), (h ) transactions between or among the Note Parties . and between or among non-Note Parties that, in each case, are otherwise expressly permitted hereunder, (i) transactions with an Affiliate where the only consideration paid by the Note Parties or any Restricted Subsidiary is Equity Interests in, or cash funded by equity contributions by, the direct or indirect Parent of Holdings, (j) transactions with or between Affiliates to the extent expressly contemplated by the Trican Acquisition Documents (as in effect on the Fourth Amendment Closing Date but, in the case of the Intellectual Property Agreements, Services Agreement and Transition Services Agreement (as such terms are defined in the Trican Asset Purchase Agreement), subject to modification after the Fourth Amendment Closing Date to the extent such modification results from amendments, updates or replacements of the schedules thereto, so long as such modifications do not result, individually or in the aggregate, in a material increase in the payment obligations of the Issuer and its Restricted Subsidiaries relative to any modifications to the changes in service or in a material decrease in the assets being

102

transferred to, or services being performed on behalf of, the Issuer and its Restricted Subsidiaries relative to any modifications to the changes in payment obligations) and (k) transactions with or between Affiliates to the extent approved in writing (by electronic mail or otherwise) by the Agent on the Fourth Amendment Closing Date.

~~7.11. [RESERVED].~~

7.11. Amendment to Commercial Agreements. Without the consent of the Required Purchasers (not to be unreasonably withheld, delayed or conditioned) terminate, amend, modify or waive any term or provision of the Commercial Agreements in a manner materially adverse to the interests of the Purchasers unless required by Law.

7.12. Fiscal Year and Accounting Changes . ~~Change its fiscal year~~ Change its Fiscal Year from a year ending on December 31st or make any significant change (a) in accounting treatment and reporting practices except as required by GAAP or (b) in tax reporting treatment except as required by law.

7.13. [RESERVED] .

7.14. Amendment of ~~Organizational~~ Organization Documents; Material Indebtedness .

(a) Without the consent of the Required Purchasers (such consent, in any case, not to be unreasonably withheld, delayed or conditioned), terminate , amend, modify or waive any term or provision of its ~~certificate of partnership, limited partnership agreement, certificate of formation, operating agreement or other organizational documents~~ Organization Documents in a manner materially adverse to the interests of the Purchasers unless required by law.

(b) Without the consent of the Required Purchasers (such consent , in any case, not to be unreasonably withheld , delayed or conditioned), terminate , amend, modify, change or waive any term or condition in any manner materially adverse to the interests of the Purchasers of any documentation in respect of any Indebtedness (other than pursuant to the First Lien Term Loan Documents and the Revolving Credit Documents) having an aggregate outstanding principal amount in excess of the Threshold Amount.

(c) Without the consent of the Required Purchasers, (such consent, in any case, not to be unreasonably withheld, delayed or conditioned) and notwithstanding anything to the contrary in the Intercreditor Agreements, terminate, amend , supplement , modify, change or waive any term or condition of any ~~documentation (including the~~ First Lien Term Loan Document or Revolving Credit ~~Agreement) related~~ ~~to the Revolving Credit Facility~~ ~~in any manner~~ Document or any Permitted Secured Debt Refinancing (x) in the event that such termination, amendment, supplement, modification, change or waiver would contravene the provisions of the applicable Intercreditor Agreements or this Agreement or (y) in the event that such termination, amendment, supplement, modification, change or waiver is materially adverse to the ~~interests of the~~ Purchasers .

103

~~(d)~~ , provided that, in no event shall any amendment, supplement, modification, change or waiver without ~~Without~~ the consent of the Required Purchasers ~~, amend,~~ ~~modify, change or waive any term or~~ ~~condition of~~ (in their sole discretion) (i) increase any “applicable margin”, “applicable rate” or similar component of the interest rate or the method of computing interest (whether in cash or in kind, and including, without limitation, any letter of credit fee payable to the lenders under the Revolving Credit Documents) or increase any “applicable margin”, “applicable rate” or similar component of the interest rate or the method of computing interest (but excluding the accrual or payment of interest at the default rate of interest provided for under the Revolving Credit Documents or the First Lien Term Loan Documents (as applicable) on the date hereof) or increase any LIBOR or base rate “floor” applicable to the Indebtedness under the Revolving Credit Documents or the First Lien Term Loan Documents, each case, by an amount in excess of 300 basis points for all such increases after the Fourth Amendment Closing Date (measured to include any increases after the Fourth Amendment Closing Date in the form of original issue discount, upfront fees in lieu of interest or similar fees in lieu of interest and other increases after the Fourth Amendment Date that result in an increase in yield, but specifically excluding (x) any fees of any kind paid under the Revolving Credit Documents or the First Lien Term Loan Documents, in each case, on the Fourth Amendment Closing Date, and (y) reasonable and customary fees paid by the Issuer in connection with amendments, waivers, increases in commitments or forbearance agreements entered into under the Revolving Credit Documents or the First Lien Term Loan Documents, in each case, after the Fourth Amendment Closing Date), (ii) modify the amortization schedule under the First Lien Term Loan Agreement or ~~any~~ (iii) amend, supplement, modify, change or waive any mandatory prepayment provisions of any Revolving Credit Document or First Lien Term Loan Document ~~to the extent such amendment,~~ ~~modification, change or waiver would contravene the provisions of the~~ ~~Intercreditor Agreement~~ .

7.15. Compliance with ERISA . ~~(i) Engage~~ Except where noncompliance or any liability could not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, (i) engage , or permit any member of the Controlled Group to engage, in any non-exempt “prohibited transaction,” as that term is defined in Section 406 of ERISA or Section 4975 of the Code, (ii) terminate, or permit any member of the Controlled Group to terminate, any Plan where such event could result in any liability of the Issuer or any member of the Controlled Group or the imposition of a lien on the property of the Issuer or any member of the Controlled Group pursuant to Section 4068 of ERISA , ; (iii) incur, or permit any member of the Controlled Group to incur, any withdrawal liability to any Multiemployer Plan ~~and which would reasonably be expected to have a Material Adverse Effect~~ ; (iv) fail promptly to notify Agent and the Purchasers of the occurrence of any Termination Event, (v) fail to comply, or permit a member of the Controlled Group to fail to comply, with the requirements of ERISA or the Code or other Applicable Laws in respect of any Plan ~~and which~~ ~~would reasonably be~~ ~~expected~~ ~~to have a Material Adverse Effect; or~~ ; (vi) fail to meet, permit any member of the Controlled Group to fail to meet, or permit any Plan to fail to meet, all minimum funding requirements under ERISA and the Code, without regard to any waivers or variances, or postpone or delay or allow any member of the Controlled Group to postpone or delay any funding requirement with respect to any Plan . ; or (vii) maintain, or permit any member of the

104

Controlled Group to maintain or become obligated to contribute, or permit any member of the Controlled Group to become obligated to contribute, to any Plan other than those Plans disclosed on Schedule 5.8(d).

7.16. Prepayment of Subordinated Indebtedness; Payments of Qualified Subordinated Indebtedness . At any time, directly or indirectly, prepay any Subordinated Indebtedness, or repurchase, redeem, retire or otherwise acquire any Subordinated Indebtedness, or make any payment in respect of Qualified Subordinated Indebtedness (other than payments of interest to the extent paid-in-kind through the addition to the principal amount thereof), except (i) Permitted Refinancings (as such term is defined in clause (d) of the defined term Permitted Indebtedness), (ii) the conversion or exchange of any Subordinated Indebtedness to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect Parents, (iii) the prepayment of Indebtedness of the Issuer or any Restricted Subsidiary to the Issuer or any Restricted Subsidiary, and (iv) prepayments, redemptions, purchases, defeasances and other payments in respect of Subordinated Indebtedness (including cash or non-cash payments in respect of ~~Qualified Subordinated~~ payments in respect of clause (c) of the definition of Permitted Indebtedness) prior to their scheduled maturity in an aggregate amount not to exceed ~~(x) the greater of (1)~~ $5,000,000 and (2) 10% of Adjusted EBITDA for the four fiscal quarter period most recently ended for which financial statements and a Compliance Certificate have been delivered in accordance with Section 9.6 or Section 9.7 ( ~~less~~ the amount of any distributions made in reliance on the dollar amount set forth in Section 7.7(iv)(x)) plus ~~(y)~~ the Cumulative Credit at such time ( ; provided , that with respect to any prepayment, redemption, purchase, defeasance or other payment in respect of Subordinated Indebtedness made out of amounts under clause (a) of the definition of “Cumulative Credit” pursuant to this clause (y), ( this sub clause (iv) ( A) no Event of Default has occurred and is continuing or would result therefrom, (B) the Issuer shall be in pro forma compliance with ~~the minimum Fixed Charge Coverage Ratio covenant~~ Section 6.5 (whether or not in effect) ~~set forth in Section 6.5 hereof~~ measured as of the end of the applicable Pro Forma Testing Period and calculated on a pro forma basis assuming that such redemption, purchase, defeasance or other payment had occurred on the first day of such Pro Forma Testing Period, (C) the Issuer shall have a pro forma Leverage Ratio of not greater than 3.50 to 1.00, measured as of the end of the applicable Pro Forma Testing Period and calculated on a pro forma basis assuming that such redemption, purchase, defeasance or other payment had occurred on the first day of such Pro Forma Testing Period, and (D) satisfaction of the foregoing clauses (A), (B) and (C) shall be evidenced by a certificate from a Chief Financial Officer of the Issuer demonstrating such satisfaction calculated in reasonable detail).

7.17. Burdensome Agreements . None of the Note Parties or the Restricted Subsidiaries shall enter into or permit to exist any agreement or obligation (other than this Agreement, the other Note Documents, the First Lien Term Loan Documents or the Revolving Credit Agreement) that limits the ability of (a) any Restricted Subsidiary to pay dividends or make distributions to the Issuer or any of its Restricted Subsidiaries, or (b) any Note Party to create, incur, assume or suffer to exist Liens on any property of such Person for the benefit of the Purchasers with respect to the Obligations or under the Note Documents, provided that the foregoing clauses (a) and (b) shall not apply to agreements or obligations which:

105

(iii) are customary restrictions that arise in connection with any Permitted Encumbrance or disposition permitted by Section 7.1,

(vi) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any of the Note Parties or the Restricted Subsidiaries,

(vii) are customary provisions restricting assignment of any agreement entered into in the Ordinary Course of Business,

(viii) are restrictions on cash or other deposits imposed by customers under contracts entered into in the Ordinary Course of Business,

106

(b) Deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order No. 13224.

7.19. Trading with the Enemy Act . Engage in any business or activity in violation of the Trading with the Enemy Act.

7.20. Permitted Activities .

(a) With respect to Holdings, ~~(A)~~ engage in any material operating or business activities or own any material assets; provided that the following and any activities incidental thereto shall be permitted in any event: (i) its ownership of the Equity Interests of the Issuer and activities incidental thereto, including (to the extent otherwise expressly permitted hereunder) payment of dividends , distributions and other amounts in respect of its Equity Interests, (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iii) the performance of its obligations with respect to the Note Documents , the First Lien Term Loan Documents and the Revolving Credit Documents, (iv) any public offering of its common stock or any other issuance or sale of its Equity Interests (other than Disqualified Equity Interests), payment of dividends , distributions or other amounts , making contributions to the capital of the Issuer and guaranteeing the obligations of the Issuer, (v) participating in tax, accounting and other administrative matters as a member of the consolidated group of KGH and the Issuer, (vi) providing indemnification to officers and directors ~~and~~ , (vii) providing guarantees and incurrence of other contingent obligations to the extent a third party requires any Restricted Subsidiary to provide such guarantees or incur such contingent obligations and the underlying obligations are otherwise permitted under the terms of this Agreement, (viii) any transaction required in connection with the Trican Acquisition Documents, and (ix) any activities incidental to the foregoing ~~and (B)~~ ~~own~~ ~~any Equity~~ ~~Interests other than Equity Interests~~ ~~in the~~ ~~Issuer~~ .

(b) So long as financial statements of KGH and its consolidated Subsidiaries are being provided in lieu of financial statements of the Issuer and its consolidated Subsidiaries in accordance with Section 9.5, with respect to KGH, (A) engage in any material operating or business activities or own any material assets; provided that the following and any activities incidental thereto shall be permitted in any event: (i) its ownership of the Equity Interests of Holdings and activities incidental thereto, including payment of dividends , distributions and other amounts in respect of its Equity Interests , ; (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance) , ; (iii) any public offering of its common stock or any other issuance or sale of its Equity Interests (other than Disqualified Equity Interests), payment of dividends, distributions or other amounts, making contributions to the capital of Holdings , ; (iv) participating in tax, accounting and other

107

administrative matters as a member of the consolidated group of KGH, Holdings and the Issuer , ; (v) providing indemnification to officers and directors , ; (vi) ~~the~~ providing of guarantees in respect of ~~the obligations of Holdings or any of its Subsidiaries; provided that the aggregate amount of such guaranteed obligations shall not exceed $1,000,000 at any time outstanding~~ and incurring other contingent obligations to the extent a third party requires any Restricted Subsidiary to provide such guarantees or incur such contingent obligations and the underlying obligations are otherwise permitted under the terms of this Agreement ; (vii) the performance of the activities set forth on Schedule 7.20 , ; (viii) ~~(x) the issuance of that certain Subordinated Promissory Note, dated December 23, 2014 (the “KGH Subordinated Note”), by and among KGH,~~ ~~the lenders from time to time party~~ ~~thereto (the “KGH Subordinated Lenders”) and KG Fracing Acquisition Corp., as agent for the KGH Subordinated Lenders,~~ ~~in an~~ ~~original principal amount equal to $20,000,000, plus any accrued interest thereon~~ ~~, and (y)~~ the holding of that certain Subordinated Promissory Note, dated April 7, 2015 (the “Intercompany Subordinated Note” and, together with the KGH Subordinated Note, the “Keane Subordinated Notes”), issued by KGH Intermediate Holdco II, LLC to KGH for cash, in an original principal amount equal to $20,000,000, plus any accrued interest thereon; provided, that, notwithstanding anything contained in Section 7.7, none of the Note Parties may make any cash distribution to KGH to fund the payment of any principal, interest, fees or other amounts owing in respect of the Indebtedness evidenced by either of the Keane Subordinated Notes any transactions required by the Trican Acquisition Documents; and (ix) any activities incidental to the foregoing ~~and (B) own any Equity Interests other than Equity Interests of Holdings~~ .

7.21. Restrictions on Hedging. Engage in any interest rate, currency, or commodity hedging activity, or become party to any interest rate, currency or commodity swap agreement, whereby the Issuer or any of its Restricted Subsidiaries has agreed or will agree to swap or otherwise hedge with respect to interest rates, currencies or commodities on a speculative basis.

VIII. CONDITIONS PRECEDENT.

(a) Agreement and Notes; Revolving Credit Documents .

108

(d) Pledge and other Note Documents . The Purchasers shall have received the executed other Note Documents, all in form and substance satisfactory to the Purchasers;

(e) Pledged Equity . The Agent shall have received certificates, if any, representing the Pledged Equity accompanied by undated stock powers executed in blank;

109

(k) Certificates . The Purchasers shall have received a copy of the certificate of formation, certification of limited partnership or certificate of incorporation, as applicable, of each Note Party, and all amendments thereto, certified by the Secretary of State or other appropriate official of its jurisdiction of formation together with copies of the operating agreement, limited partnership agreement or bylaws, as applicable, of each Note Party and all agreements of each Note Party’s members, partners or board of directors, as applicable, certified as accurate and complete by the senior officer, Managing Member or General Partner of each Note Party, as applicable;

110

the Note Parties in form and substance reasonably satisfactory to Agent and the Purchasers, and each Note Party hereby authorizes and directs each such counsel to deliver such opinions to Agent and the Purchasers;

(n) [RESERVED] .

(p) Pro Forma Financial Statements; Historical Financial Statements . The Purchasers shall have received a copy of (i) the Pro Forma Financial Statements, (ii) the Audited Financial Statements, and (iii) the financial statements described in Section 9.7 (or the financial statements of KGH (together with the additional information required by Section 9.5)) for each subsequent ~~fiscal quarter~~ Fiscal Quarter ended at least forty-five (45) days prior to the Closing Date, each of which shall be satisfactory in all respects to the Purchasers;

(r) Payment Instructions; Refinancing; Payoff Documents; Remaining Indebtedness .

(i) The Purchasers shall have received written instructions from the Issuer directing the application of proceeds of the purchase of the Term Notes made pursuant to this Agreement;

(s) Consents . Agent and the Purchasers shall have received any and all Consents necessary to permit the effectuation of the transactions contemplated by this

111

Agreement and the other Note Documents; and, Agent and Purchasers shall have received such Consents and waivers of such third parties as might assert claims with respect to the Collateral, as Agent, the Purchasers and their counsel shall reasonably deem necessary;

(v) CUSIP Number . A CUSIP Number issued by Standard & Poor’s CUSIP Service Bureau shall have been obtained for the Notes.

(a) Delayed Draw Availability Period . The Delayed Draw Funding Date is during the Delayed Draw Availability Period.

(c) Notes . Each Purchaser shall have received a Delayed Draw Note duly executed and delivered by an authorized officer of the Issuer; and

112

(b) No Default . No Event of Default or Default shall have occurred and be continuing on such date, or would exist after giving effect to the purchase of the Notes requested to be made, on such date.

IX. INFORMATION AS TO NOTE PARTIES.

9.1. Disclosure of Material Matters . Promptly upon learning thereof, report to Agent and the Purchasers all matters materially affecting the value, enforceability or collectibility of any portion of the Collateral, including any Note Party’s reclamation or repossession of, or the return to any Note Party of, a material amount of goods or claims or disputes asserted by any Customer or other obligor.

113

9.4. Material Occurrences; Material Contracts . Promptly notify Agent and the Purchasers in writing upon the occurrence of: (i) any Event of Default; (ii) any event of default under the Revolving Credit ~~Agreement~~ Documents or the First Lien Term Loan Documents ; (iii) any event of default under any Subordinated Loan Documentation; (iv) any event, development or circumstance whereby any financial statements or other reports furnished to Agent or the Purchasers fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of any of the Note Parties or the Restricted Subsidiaries as of the date of such statements; ( ~~iv) any accumulated retirement plan funding deficiency which, if such deficiency continued for two plan years and was not corrected as provided in Section 4971 of the Code, could subject~~ ~~any of the Note Parties~~ ~~or the Restricted Subsidiaries to a tax imposed by Section 4971 of the Code; (~~ v) without limiting the generality of clause (a), notice of any Event of Default under Section 10.11, including the names and addresses of the holders of such Indebtedness with respect to which such Event of Default has occurred, and the amount of such Indebtedness; and (vi) any other development in the business or affairs of the Issuer or any Guarantor, or any of the Restricted Subsidiaries, which would reasonably be expected to have a Material Adverse Effect; in each case describing the nature thereof and the action the Issuer proposes to take with respect thereto.

9.5. Parent Financials . Notwithstanding the requirements of Sections 9.6, 9.7 and 9.8, the obligations to deliver the financial statements of the Issuer and its consolidated Subsidiaries may be satisfied by (A) on and after the Closing Date (and until an election made pursuant to clause (B) below), furnishing the applicable financial statements of KGH and its consolidated Subsidiaries and (B) to the extent the Issuer has provided at least thirty (30) days’ prior written notice to Agent and the Purchasers as to such change, Holdings and its consolidated Subsidiaries; provided that, (i) such information is accompanied by unaudited consolidating information that explains in reasonable detail the differences between the information relating to either KGH or Holdings, as applicable, and its consolidated Subsidiaries, on the one hand, and the information relating to the Issuer and its consolidated Subsidiaries on a standalone basis, on the other hand and (ii) to the extent annual financial statements provided pursuant to this Section 9.5 are in lieu of the annual financial statements required to be provided under Section 9.6, such annual financial statements are accompanied by a report and opinion of KPMG LLP or any other independent registered public accounting firm of nationally recognized standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” paragraph or any other like qualification or exception ~~or any qualification or exception~~ ~~as to the~~ ~~scope~~ ~~of such~~ ~~audit.~~ .

114

9.6. Annual Financial Statements . Furnish the Purchasers with respect to each ~~fiscal year~~ Fiscal Year , within one hundred and twenty (120) days ~~, in each case,~~ after the end of ~~the fiscal~~ ~~year~~ each Fiscal Year of the Issuer, (a) financial statements of ~~the Issuer~~ Holdings and its Subsidiaries on a consolidated basis including, but not limited to, statements of income and members’ equity and cash flow from the beginning of the current ~~fiscal year~~ Fiscal Year to the end of such ~~fiscal year~~ Fiscal Year and the balance sheet as at the end of such ~~fiscal year~~ Fiscal Year , setting forth in each case in comparative form the figures for the previous ~~fiscal year~~ Fiscal Year , all prepared in accordance with GAAP applied on a basis consistent with prior practices, and in reasonable detail ~~, audited~~ ~~and accompanied by a~~ ~~report and opinion of~~ and reported upon without any “going concern” paragraph or any other like qualification or exception by KPMG LLP or any other independent ~~registered~~ certified public accounting firm ~~of nationally recognized standing, which report and opinion (i) shall be prepared in accordance with generally accepted auditing standards and (ii) shall not be subject to~~ ~~any “going concern”~~ or ~~like qualification or exception~~ ~~or any qualification or exception as to the scope of such audit~~ selected by the Issuer and reasonably satisfactory to the Agent (the “Accountants”). The Issuer shall use its commercially reasonable efforts to cause such report of the Accountants to be accompanied by a statement of the Accountants certifying that (i) they have caused this Agreement to be reviewed, (ii) in making the examination upon which such report was based either no information came to their attention which to their knowledge constituted an Event of Default or a Default under this Agreement or any related agreement or, if such information came to their attention, specifying any such Default or Event of Default, its nature, when it occurred and whether it is continuing , (b) a Compliance Certificate and (c) a Narrative Report.

9.7. Quarterly Financial Statements . Furnish the Purchasers within (x) sixty (60) days after the end of the first Fiscal Quarter following the Fourth Amendment Closing Date and (y) forty-five (45) days after the end of each ~~fiscal quarter~~ subsequent Fiscal Quarter , (a) an unaudited balance sheet and unaudited statements of members equity and cash flow of ~~the Issuer~~ Holdings , in each case on a consolidated basis and an unaudited statement of income of ~~the Issuer~~ Holdings and its Subsidiaries on a consolidated and consolidating basis reflecting results of operations from the beginning of the ~~fiscal year~~ Fiscal Year to the end of such quarter and for such quarter, setting forth in each case in comparative form the figures for the corresponding ~~fiscal quarter~~ Fiscal Quarter of the previous ~~fiscal year~~ Fiscal Year and the corresponding portion of the previous ~~fiscal year~~ Fiscal Year and prepared on a basis consistent with prior practices and complete and correct in all material respects, subject to normal and recurring year end adjustments that individually and in the aggregate are not material to the Issuer’s business, (b) a management’s discussion and analysis in respect of the quarter financial statements described in clause (a) (including comparisons to prior quarters and prior years), (c) a Compliance Certificate and ( c d ) a Narrative Report.

9.8. Monthly Financial Statements . Furnish the Purchasers within (x) forty-five (45) days after the end of each of the first full three months following the Fourth Amendment Closing Date and (y) thirty (30) days after the end of each ~~month~~ ~~(other than for~~ ~~the months of March, June, September and December, which shall be delivered in accordance with Sections 9.7 and 9.8 as applicable),~~ subsequent month an unaudited balance sheet and unaudited statements of members equity and cash flow of ~~the Issuer~~ Holdings and its Subsidiaries, in each case on a

115

consolidated basis and an unaudited statement of income of ~~the Issuer~~ Holdings and its Subsidiaries on a consolidated and consolidating basis reflecting results of operations from the beginning of the ~~fiscal year~~ Fiscal Year to the end of such month and for such month, prepared on a basis consistent with prior practices and complete and correct in all material respects, subject to normal and recurring year end adjustments that individually and in the aggregate are not material to the Issuer’s business. The reports shall include (i) an account statement (and any related information) in respect of each ECF Account and (ii) a Fracking Fleet Maintenance Report for the applicable period. Such report shall be accompanied by a Compliance Certificate of a Responsible Officer of the Issuer (which Compliance Certificate shall certify the foregoing matters) .

9.9. Other Reports . Furnish the Purchasers as soon as available, but in any event within ten (10) days after the issuance thereof, (i) with copies of such financial statements, reports and returns as any Note Party and any of its Restricted Subsidiaries shall send to its partners and members and (ii) copies of all material notices and reports, and financial statements, in each case sent pursuant to the Revolving Credit ~~Agreement and the “Other~~ Documents ” ~~(as defined in the Revolving Credit Agreement)~~ , the First Lien Term Loan Documents and the Subordinated Loan Documentation (to the extent any Subordinated Indebtedness is outstanding).

9.10. Additional Information . Furnish the Purchasers with such additional information as the Required Purchasers shall reasonably request in order to enable the Purchasers to determine whether the terms, covenants, provisions and conditions of this Agreement and the Notes have been complied with by the Note Parties and the Restricted Subsidiaries , including (a) copies of all environmental audits and reviews , within the possession or control of any Note Party with respect to any matter for which notice was provided to the Agent pursuant to Section 4.19 ~~and~~ , (b ) with respect to Issuer’s opening of any new office or place of business or Issuer’s closing of any existing office or place of business, notice thereof, within 20 Business Days after such opening or closing (provided, that nothing contained in the foregoing shall be deemed to contradict or limit Issuer’s separate obligations to give prior written notice with respect to the opening of certain new offices or places of business as required and set forth in Section 6.2) and (c ) promptly upon any Note Party learning thereof, notice of any labor dispute to which any Note Party may become a party, any strikes or walkouts relating to any of its plants or other facilities, and the expiration of any labor contract to which any Note Party is a party or by which any Note Party is bound, in each case under this clause ( b c ), to the extent that the occurrence thereof would reasonably be expected to result in a Material Adverse Effect.

9.11. Projected Operating Budget . Furnish the Purchasers no later than thirty (30) days after the beginning of ~~the~~ Issuer’s ~~fiscal year~~ Fiscal Year commencing with the ~~fiscal year~~ Fiscal Year ending on ~~or about~~ December 31, ~~2014~~ 2016 , a quarter by quarter projected operating budget and cash flow of Issuer and its Subsidiaries on a consolidated basis for such ~~fiscal year~~ Fiscal Year (including an income statement for each quarter and a balance sheet as at the end of the last month in each ~~fiscal quarter~~ Fiscal Quarter ), such projections to be accompanied by a certificate signed by the President or Chief Financial Officer of the Issuer to the effect that such projections have been prepared on a reasonable and good faith basis, pursuant to sound financial planning practices consistent with past budgets and financial statements (it being

116

understood that projections by their nature are subject to uncertainties and contingencies, many of which are beyond the control of the Issuer, the Note Parties and the Restricted Subsidiaries, that no assurances can be given that such projections will be realized, and that actual results may differ in a material manner from such projections).

9.12. Variances ~~From~~ from Operating Budget . Furnish the Purchasers, concurrently with the delivery of the financial statements referred to in Sections 9.6 ~~and~~ , 9.7 and 9.8 , a written report summarizing all material variances (including, without limitation, comprehensive income statements and balance sheet items) from budgets submitted ~~by the Issuer~~ pursuant to Section 9.11 and a discussion and analysis by management with respect to such variances.

9.14. Statements of Excess Cash Flow.

(a) Furnish the Purchasers as soon as available, but in any event within ten (10) Business Days after the end of each Fiscal Year of Holdings, a certificate (which may be in the form of a Compliance Certificate) signed by the Chief Financial Officer or Controller of the Issuer and setting forth the Excess Cash Flow for the applicable Excess Cash Flow Period and accompanied by a calculation thereof, including (to the extent not included in the monthly reports pursuant to Section 9.8), an account statement (and any related information) in respect of each ECF Account.

(b) Furnish the Purchasers as soon as available, but in any event within ten (10) Business Days after the end of the Fiscal Quarter of the Issuer, a certificate (which may be in the form of a Compliance Certificate) signed by the Chief Financial Officer or Controller of the Issuer and setting forth the Excess Cash Flow for such Fiscal Quarters and accompanied by a calculation thereof.

9.15. ~~9.14.~~ ERISA Notices and Requests . ~~Furnish the Purchasers~~ If it could reasonably result in a Material Adverse Effect (a) furnish Agent with prompt written notice (but no later than five (5) Business Days following knowledge of an event) in the event that (i) the Issuer or any member of the Controlled Group knows or has reason to know that a Termination Event has occurred, or notice that a Termination Event is reasonably likely to occur, together with a written statement describing such Termination Event and the action, if any, which the Issuer or any member of the Controlled Group has taken, is taking, or proposes to

117

take with respect thereto and, when known, any action taken or threatened by the Internal Revenue Service, Department of Labor or PBGC with respect thereto, or (ii) the Issuer ~~or any member of the Controlled Group~~ knows or has reason to know that a prohibited transaction (as defined in ~~Sections~~ Section 406 of ERISA ~~and~~ or 4975 of the Code) has occurred together with a written statement describing such transaction and the action which the Issuer ~~or any member of the Controlled Group~~ has taken, is taking or proposes to take with respect thereto, (iii) a funding waiver request has been filed with respect to any Plan together with all communications received by the Issuer or any member of the Controlled Group with respect to such request, (iv) any increase in the benefits of any existing ~~Pension Benefit~~ Plan or the establishment of any new ~~Pension Benefit~~ Plan or the commencement of contributions to any ~~Pension Benefit~~ Plan to which the Issuer or any member of the Controlled Group was not previously contributing shall occur; (v) the Issuer or any member of the Controlled Group shall receive from the PBGC a notice of intention to terminate a ~~Pension Benefit~~ Plan or to have a trustee appointed to administer a ~~Pension Benefit~~ Plan, together with copies of each such notice, (vi) the Issuer or any member of the Controlled Group shall receive any unfavorable determination letter from the Internal Revenue Service regarding the qualification of a Plan under Section 401(a) of the Code, together with copies of each such letter; (vii) the Issuer or any member of the Controlled Group shall receive a notice regarding the imposition of withdrawal liability, together with copies of each such notice; (viii) the Issuer or any member of the Controlled Group shall fail to make a required installment or any other required payment under the Code or ERISA on or before the due date for such installment or payment; or (ix) the Issuer or any member of the Controlled Group knows that (a) a Multiemployer Plan has been terminated, (b) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan, (c) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan or (d) a Multiemployer Plan ~~is subject to~~ in “critical” or “endangered” status under Section 432 of the Code or Section 305 of ERISA.

(b) At any time after the date of this Agreement, the Issuer, any of its Restricted Subsidiaries or any member of the Controlled Group maintains, or contributes to (or incurs an obligation to contribute to), a Pension Benefit Plan or Multiemployer Plan which is not set forth in Schedule 5.8(d), then the Issuer shall deliver to the Agent an updated Schedule 5.8(d) as soon as practicable, and in any event within twenty (20) days after the Issuer, such Restricted Subsidiary or such member of the Controlled Group maintains or contributes (or incurs an obligation to contribute) thereto.

9.16. ~~9.15.~~ Unrestricted Subsidiaries . Simultaneously with the delivery of each set of financial statements referred to in Sections 9.6, 9.7 and 9.8 above, the related unaudited consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements.

9.17. ~~9.16.~~ Additional Documents . Execute and deliver to Agent and the Purchasers, upon request, such documents and agreements as Agent or the Required Purchasers may, from time to time, reasonably request to carry out the purposes, terms or conditions of this Agreement.

118

9.18. Appraisals. The Agent may, at the direction of the Required Purchasers, at any time after the Fourth Amendment Closing Date, engage the services of an independent appraisal firm or firms of reputable standing, satisfactory to the Agent and the Required Purchasers, for the purpose of appraising the then current values of the Collateral; provided that, so long as no Event of Default shall have occurred and be continuing , (x) the Note Parties shall not be obligated to pay or reimburse the Agent or the Required Purchasers for more than one such appraisal conducted in any consecutive 365 day period commencing on the Fourth Amendment Closing Date and (y) the Agent shall use commercially reasonable efforts to cooperate and coordinate with the First Lien Term Loan Agent in respect of any appraisal being conducted by or on its behalf. Absent the occurrence and during the continuance of an Event of Default at such time, the Agent and the Required Purchasers shall consult with the Note Parties as to the identity of any such firm.

X. EVENTS OF DEFAULT.

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

10.3. Financial and ~~other~~ Other Information . Failure by any Note Party to (i) furnish the information pursuant to Sections 9.4 or 9.14 when due, (ii) furnish financial and other information pursuant to Sections 9.1, 9.3, 9.5, 9.6, 9.7, 9.8, 9.11 , 9.12 or 9.15 when due or when requested which is unremedied for a period of ~~five~~ ten ( 5 10 ) Business Days, or (ii) promptly permit the inspection, conducted in accordance with the terms of Section 4.10 of this Agreement, of its books or records;

119

10.5. Noncompliance . ~~(a) failure~~ (a) Failure or neglect of any Note Party to perform, keep or observe any term, provision, condition, or covenant contained in any of Sections 4.1, 4.2, 4.3, 4.4, 4.5, 4.19, 6.2, 6.3, 6.5 and 6.12 , or Article VII (other than Section 7.15) ~~and any of Sections 9.1, 9.3, 9.4 and 9.14 of this Agreement,~~ and (b) except as otherwise provided in Sections 10.1, 10.2, 10.3 and 10.5(a), failure or neglect of any Note Party to perform, keep or observe any term, provision, condition or covenant, contained in this Agreement or in any other Note Agreement which is not cured within thirty (30) days (or, in the case of Section 4.10, five (5) days) after the earlier of the date on which (i) a Responsible Officer of a Note Party becomes aware of such failure and (ii) notice thereof shall have been given to the Issuer by the Agent or any Purchaser;

10.6. Judgments . Any judgment or judgments are rendered against ~~any Note Party~~ Holdings or any of its Restricted Subsidiaries for an aggregate amount in excess of the Threshold Amount or against ~~all Note Parties~~ Holdings and all of its Restricted Subsidiaries for an aggregate amount in excess of the Threshold Amount and (a) enforcement proceedings shall have been commenced by a creditor upon such judgment, (b) there shall be any period of forty-five (45) consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, shall not be in effect, or (c) any such judgment results in the creation of a Lien upon any of the Collateral (other than a Permitted Encumbrance); provided, however, that any such judgment shall not give rise to an Event of Default under this Section 10.6 for so long as (i) the amount of such judgment is covered by a valid and binding policy of insurance between the defendant and the insurer covering full payment thereof and (ii) such insurer has been notified, and has not disputed the claim made for payment, of the amount of such judgment, order, award or settlement;

10.8. Inability to Pay . Any Note Party shall admit in writing its inability, or be generally unable, to pay its debts as they become due or cease operations of its present business;

10.9. [Reserved] .

120

~~which shall have a~~ a valid and perfected third priority interest), which impairment or failure to be valid, perfected or having the priority required (x) involves Collateral with a fair market value in excess of $ ~~50,000~~ 250,000 or (y) is not cured within five (5) Business Days after the earlier of the date on which (i) a Responsible Officer of a Note Party becomes actually aware of such failure and (ii) written notice thereof shall have been given to the Issuer by the Agent or any Purchaser;

10.11. Cross Default . Any “event of default” under either (A) the Revolving Credit Facility or , (B) the First Lien Term Loan Agreement or (C) to the extent having an aggregate outstanding principal amount in excess of ~~the Threshold Amount~~ $7,500,000 , any other Indebtedness of ~~any Note Party~~ Holdings or any of its Restricted Subsidiaries (Indebtedness under ~~either clause~~ any of clauses (A) or , (B ) or (C ), “ Subject Indebtedness ”), for which Holdings or any of its Restricted Subsidiaries fails to make any payment beyond the applicable grace period with respect thereto, if any (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) in respect of any such Subject Indebtedness) or any other event or circumstance which would accelerate or permit the ~~holder~~ holders of any such Subject Indebtedness to accelerate such Indebtedness (and/or the obligations of ~~the Note Party~~ Holdings or such Restricted Subsidiary thereunder) prior to the scheduled maturity or termination thereof, shall occur (regardless of whether the holder of such Subject Indebtedness shall actually accelerate, terminate or otherwise exercise any rights or remedies with respect to such Subject Indebtedness), in any such case after giving effect to any applicable ~~notice,~~ grace or cure periods ~~(but, for~~ ~~the avoidance of doubt,~~ ~~without giving effect to any waiver or amendment of such Subject Indebtedness after the Second Amendment Effective Date, except for any waiver or amendment consented to by the Required Purchasers)~~ ;

10.13. Change of Ownership . Any Change of Control shall occur;

10.15. Failure to Maintain Fracking Fleets. Failure or neglect of Issuer or any Restricted Subsidiary to perform, keep or observe any term, provision, condition, or covenant contained in any of Sections 6.2 (e) or (f) which is not cured within thirty (30) days after the earlier of the date on which (i) a Responsible Officer of a Note Party becomes aware of such failure and (ii) notice thereof shall have been given to the Issuer by the Agent;

10.16. Abandonment. Any Event of Abandonment shall occur and is continuing;

121

10.17. Governmental Bodies. Any Note Party shall have failed to obtain, maintain or comply with the terms and conditions of the Consent of any Governmental Body, where such failure to obtain, maintain or comply would reasonably be likely to have a Material Adverse Effect; or

~~10.15. [RESERVED].~~

~~10.16. [RESERVED].~~

~~10.17. [RESERVED].~~

XI. PURCHASERS’ RIGHTS AND REMEDIES AFTER DEFAULT.

11.1. Rights and Remedies .

122

123

assets; (ix) to dispose of assets in wholesale rather than retail markets; (x) to disclaim disposition warranties, such as title, possession or quiet enjoyment, (xi) to purchase insurance or credit enhancements to insure Agent against risks of loss, collection or disposition of Collateral or to provide to Agent a guaranteed return from the collection or disposition of Collateral; or (xii) to the extent deemed appropriate by Agent or such Purchaser, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Agent or such Purchaser in the collection or disposition of any of the Collateral. Each Note Party acknowledges that the purpose of this Section 11.1(b) is to provide non-exhaustive indications of what actions or omissions by Agent or a Purchaser would not be commercially unreasonable in Agent’s or Purchaser’s exercise of remedies against the Collateral and that other actions or omissions by Agent or Purchaser shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 11.1(b). Without limitation upon the foregoing, nothing contained in this Section 11.1(b) shall be construed to grant any rights to any Note Party or to impose any duties on Agent or a Purchaser that would not have been granted or imposed by this Agreement or by Applicable Law in the absence of this Section 11.1(b).

11.2. Purchaser’s Discretion . The Required Purchasers shall have the right in their sole discretion to determine which rights, Liens, security interests or remedies Agent or the Purchasers may at any time pursue, relinquish, subordinate, or modify or to take any other action with respect thereto and such determination will not in any way modify or affect any of Agent’s or Purchaser’s rights hereunder.

124

Financial Covenant Default. Upon the receipt by Holdings of each such Equity Cure, each such Financial Covenant Default shall be recalculated giving effect to the following pro forma adjustments:

(a) EBITDA shall be increased, solely for the purpose of determining the existence of an Event of Default under Section 6.5 (and not pro forma compliance with Section 6.5 required by any other provision of this Agreement), with respect to the relevant four-quarter fiscal period and all future four-quarter fiscal periods that includes the ~~fiscal quarter~~ Fiscal Quarter in respect of which such Equity Cure was made; and

SECOND, to payment of any fees owed to Agent;

FOURTH, to the payment of all of the Obligations consisting of accrued fees and interest;

FIFTH, to the payment of the outstanding principal amount of the Obligations;

125

SEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus.

XII. WAIVERS AND JUDICIAL PROCEEDINGS.

XIII. EFFECTIVE DATE AND TERMINATION.

126

13.2. Termination . The termination of the Agreement shall not affect Agent’s or any Purchaser’s rights, or any of the Obligations having their inception prior to the effective date of such termination, and the provisions hereof shall continue to be fully operative until all transactions entered into, rights or interests created or Obligations have been fully paid, disposed of, concluded or liquidated. The security interests, Liens and rights granted to Agent and the Purchasers hereunder and the financing statements filed hereunder shall continue in full force and effect, notwithstanding the termination of this Agreement until all of the Obligations of the Note Parties have been paid in full. Accordingly, each Note Party waives any rights which it may have under the Uniform Commercial Code to demand the filing of termination statements with respect to the Collateral, and Agent shall not be required to send such termination statements to each Note Party, or to file them with any filing office, unless and until this Agreement shall have been terminated in accordance with its terms and all Obligations have been paid in full in immediately available funds. All representations, warranties, covenants, waivers and agreements contained herein shall survive termination hereof until all Obligations are paid in full.

XIV. REGARDING AGENT.

127

import (including, without limitation, any allocations to be determined by the Agent pursuant to Section 2.4(a) of the Intercreditor Agreement or any actions required of the Agent in connection with the collection, adjustment or settlement under an insurance policy pursuant to Section 2.5 of the Intercreditor Agreement) that authorize and permit Agent to approve, disapprove, determine, act or decline to act in its discretion shall be subject to Agent’s receiving written direction from the Required Purchasers to take such action or to exercise such rights. Nothing contained in this Agreement shall require Agent to exercise any discretionary acts.

128

or other filing or recording documents or instruments for the perfection of security interests in the Collateral; provided , that, Agent shall not be responsible for the preparation, form, content, sufficiency or adequacy of any such financing statements all of which shall be provided in writing to Agent by the Required Purchasers including the jurisdictions and filing offices where Agent is required to file such financing statements.

129

Required Purchasers. Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Purchasers (or such other number or percentage of the Purchasers as shall be required by the express terms of this Agreement or the other Note Documents). Agent shall not have any liability for any failure, inability or unwillingness on the part of the Purchasers or any Note Party to provide accurate and complete information on a timely basis to Agent, or otherwise on the part of any such party to comply with the terms of this Agreement, and shall have no liability for any inaccuracy or error in the performance or observance on Agent’s part of any of its duties hereunder that is caused by or results from any such inaccurate, incomplete or untimely information received by it, or other failure on the part of any such other party to comply with the terms hereof. Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default hereunder or under the other Note Documents, unless Agent has received written notice from a Purchaser or the Issuer referring to this Agreement or the other Note Documents, describing such Default or Event of Default and stating that such notice is a “notice of default”. In the event that Agent receives such a notice, Agent shall give notice thereof to the Purchasers. Agent shall take such action with respect to such Default or Event of Default as shall be reasonably directed by the Required Purchasers; provided, that, unless and until Agent shall have received such directions, Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable in the best interests of the Purchasers. No Agent shall be liable for any action taken in good faith and reasonably believed by it to be within the powers conferred upon it, or taken by it pursuant to any direction or instruction by which it is governed, or omitted to be taken by it by reason of the lack of direction or instruction required hereby for such action (including without limitation for refusing to exercise discretion or for withholding its consent in the absence of its receipt of, or resulting from a failure, delay or refusal on the part of any Purchaser to provide, written instruction to exercise such discretion or grant such consent from any such Purchaser, as applicable). Agent shall not be liable for any error of judgment made in good faith unless it shall be proven that Agent was grossly negligent in ascertaining the relevant facts. Nothing herein or in any other Note Document or related documents shall obligate Agent to advance, expend or risk its own funds, or to take any action which in its reasonable judgment may cause it to incur any expense or financial or other liability for which it is not indemnified to its satisfaction. Agent shall not be liable for any indirect, special, punitive or consequential damages (included but not limited to lost profits) whatsoever, even if it has been informed of the likelihood thereof and regardless of the form of action. Any permissive grant of power to Agent hereunder shall not be construed to be a duty to act. Before acting hereunder, Agent shall be entitled to request, receive and rely upon such certificates and opinions as it may reasonably determine appropriate with respect to the satisfaction of any specified circumstances or conditions precedent to such action. Agent shall not be responsible or liable for: (i) delays or failures in performance resulting from acts beyond its control, including but not limited to, acts of God, strikes, lockouts, riots, acts of war, epidemics, governmental regulations superimposed after the fact, fire, communication line failures, computer viruses, power failures, earthquakes or other disasters, the unavailability of communications or computer facilities, the failure of equipment or interruption of communications or computer facilities, or the unavailability of the Federal Reserve Bank wire or telex or other wire or communication facility, (ii) any delay, error omission or default of any mail, telegraph, cable or wireless agency or operator, or (iii) the acts or edicts of any government or governmental agency or other group

130

or entity exercising governmental powers. Agent shall not be liable for interest on any money received by it. For the avoidance of doubt, Agent’s rights, protections, indemnities and immunities provided herein shall apply to Agent for any actions taken or omitted to be taken under any Note Documents and any other related agreements in any of their capacities. The Agent may act through its third party attorneys, custodians, nominees and agents (as opposed to employees of the Agent) and shall not be responsible for the bad faith, willful misconduct or gross negligence of any such third party agents, custodians, nominees or attorneys appointed with due care. The Agent shall not be required to take any action under this Agreement, the other Note Documents or any related document if taking such action (A) would subject the Agent to a tax in any jurisdiction where it is not then subject to a tax, or (B) would require the Agent to qualify to do business in any jurisdiction where it is not then so qualified. Agent shall not be deemed to have knowledge or notice of the designation of any Purchaser as a “Defaulting Purchaser” hereunder unless Agent has received written notice from the Issuer referring to this Agreement and notifying Agent of the identity and designation of such Purchaser as a “Defaulting Purchaser”, which Agent may conclusively rely upon without incurring liability therefor, and absent receipt of such notice from the Issuer, Agent may conclusively assume that no Purchaser under this Agreement has been designated as a “Defaulting Purchaser”.

14.4. Lack of Reliance on Agent and Resignation. Each Purchaser acknowledges that it has, independently and without reliance upon Agent or any other Purchaser or any of their respective Affiliates and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Purchaser also acknowledges that it will, independently and without reliance upon Agent or any other Purchaser or any of their respective Affiliates and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Note Document or related agreement or any document furnished hereunder or thereunder. Agent shall not be responsible to any Purchaser for any recitals, statements, information, representations or warranties herein or in any agreement, document, certificate or a statement delivered in connection with or for the execution, effectiveness, genuineness, validity, enforceability, collectability, sufficiency or value of this Agreement or any other Note Document or any other instrument or document furnished pursuant hereto or thereto, or of the financial condition of any Note Party, or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement, the other Note Documents or the financial condition of any Note Party, or the existence of any Event of Default or any Default.

Agent may resign on thirty (30) days’ written notice to each of the Purchasers and Issuer and upon such resignation, the Required Purchasers will promptly designate a successor Agent.

131

notice of its resignation, then Agent may, on behalf of the Purchasers, appoint a successor Agent, with the consent of the Issuer (such consent not to be unreasonably withheld, delayed or conditioned and not required if a Default or Event of Default shall have occurred and be continuing), which successor shall be a commercial banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, in each case, having combined capital and surplus of at least $100,000,000; provided that if Agent is unable to find a commercial banking institution that is willing to accept such appointment and which meets the qualifications set forth above, Agent’s resignation shall nevertheless thereupon become effective (except that in the case of any Collateral held by Agent on behalf of the Purchasers under any of the Note Documents, the Agent shall continue to hold such collateral security until such time as a successor Agent is appointed), and the Required Purchasers shall assume and perform all of the duties of Agent under the Note Documents until such time, if any, as the Required Purchasers appoint a successor Agent.

132

Person for the due execution, legality, validity, enforceability, genuineness, sufficiency, ownership, transferability or value of any Collateral, this Agreement, the other Note Documents, any related document or any other instrument or document furnished pursuant hereto or thereto; and (iv) shall incur no liability under or in respect of this Agreement or any other Note Document by relying on, acting upon (or by refraining from action in reliance on) any notice, consent, certificate, instruction or waiver, report, statement, opinion, direction or other instrument or writing (which may be delivered by telecopier, email, cable or telex, if acceptable to it) believed by it to be genuine and believe by it to be signed or sent by the proper party or parties. Agent shall not have any liability to the Note Parties or any Purchaser or any other Person for the Note Parties’ or any Purchaser’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Note Document.

14.8. No Reliance on Agent’s Customer Identification Program . Each Purchaser acknowledges and agrees that neither such Purchaser, nor any of its Affiliates, participants or assignees, may rely on Agent to carry out such Purchaser’s, Affiliate’s, participant’s or assignee’s customer identification program, or other obligations required or imposed under or pursuant to the USA PATRIOT Act or the regulations thereunder, including the regulations contained in 31 CFR 103.121 (as hereafter amended or replaced, the “ CIP Regulations ”), or any other Anti-Terrorism Law, including any programs involving any of the following items relating to or in connection with any Note Party, its Affiliates or its agents, this Agreement, the other Note Documents or the transactions hereunder or contemplated hereby: (a) any identity verification procedures, (b) any record-keeping, (c) comparisons with government lists, (d) customer notices or (e) other procedures required under the CIP Regulations or such other laws.

133

XV. GUARANTY.

134

(a) presentment, demand for payment and protest of nonpayment of any of the Obligations, and notice of protest, dishonor or nonperformance;

(b) notice of acceptance of this guarantee and notice that the Notes have been sold by the Issuer hereunder in reliance on such Guarantor’s guarantee of the Obligations;

135

(i) all demands and notices of every kind with respect to the foregoing; and

15.4. Purchasers’ Power to Waive, etc . Notwithstanding anything to the contrary herein, with respect to this Article XV, each Guarantor grants to Agent and each of the Purchasers full power in their discretion, without notice to or consent of such Guarantor, such notice and consent being expressly waived to the fullest extent permitted by applicable law, and without in any way affecting the liability of such Guarantor under its guarantee hereunder:

136

15.5. Information Regarding the Issuer, etc . Each Guarantor has made such investigation as it deems desirable of the risks undertaken by it in entering into this Agreement and is fully satisfied that it understands all such risks. Each Guarantor waives any obligation which may now or hereafter exist on the part of Agent or any Purchaser to inform it of the risks being undertaken by entering into this Agreement or of any changes in such risks and, from and after the date hereof, each Guarantor undertakes to keep itself informed of such risks and any changes therein. Each Guarantor expressly waives any duty which may now or hereafter exist on the part of Agent or any Purchaser to disclose to such Guarantor any matter related to the business, operations, character, collateral, credit, condition (financial or otherwise), income or prospects of the Issuer and its Affiliates or their properties or management, whether now or hereafter known by Agent or any Purchaser. Each Guarantor represents, warrants and agrees that it assumes sole responsibility for obtaining from the Issuer all information concerning this Agreement and all other Note Documents and all other information as to the Issuer and its Affiliates or their properties or management as such Guarantor deems necessary or desirable.

15.6. Certain Guarantor Representations . Each Guarantor represents that:

(b) the proceeds from the sale of the Notes will directly or indirectly inure to its benefit;

(c) by virtue of the foregoing it is receiving at least reasonably equivalent value from the Purchasers for its Guarantee;

(d) it will not be rendered insolvent as a result of entering into this Agreement after taking into account its respective contribution rights under Section 15.9;

(f) it has, and will have, access to adequate capital for the conduct of its business;

(g) it has the ability to pay its debts from time to time incurred in connection therewith as such debts mature; and

137

(h) it has been advised that the Purchasers are unwilling to enter into this Agreement unless the Guarantee contemplated by this Article XV is given by it.

138

XVI. MISCELLANEOUS.

16.1. Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of New York applied to contracts to be performed wholly within the State of New York. Any judicial proceeding brought by or against any Note Party with respect to any of the Obligations, this Agreement, the other Note Documents or any related agreement may be brought in any court of competent jurisdiction in the City of New York, Borough of Manhattan, State of New York, United States of America, and, by execution and delivery of this Agreement, each Note Party accepts for itself and in connection with its properties, generally and unconditionally, the exclusive jurisdiction of the aforesaid courts, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. Each Note Party hereby waives personal service of any and all process upon it and consents that all such service of process may be made by registered mail (return receipt requested) directed to the Issuer at its address set forth in Section 16.9 and service so made shall be deemed completed five (5) days after the same shall have been so deposited in the mails of the United States of America, or, at Agent’s option, by service upon the Issuer which each Note Party irrevocably appoints as such Note Party’s agent for the purpose of accepting service within the State of New York. Nothing herein shall affect the right to serve process in any manner permitted by law or shall limit the right of Agent or any Purchaser to bring proceedings against any Note Party in the courts of any other jurisdiction. Each Note Party waives any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. Each Note Party waives the right to remove any judicial proceeding brought against such Note Party in any state court to any federal court. Any judicial proceeding by any Note Party against Agent or any Purchaser involving, directly or indirectly, any matter or claim in any way arising out of, related to or connected with this Agreement or any related agreement, shall be brought only in a federal or state court located in the City of New York, Borough of Manhattan, County of New York, State of New York.

16.2. Entire Understanding .

(b) The Required Purchasers (or the Agent with the consent in writing of the Required Purchasers) and Issuer may, subject to the provisions of this Section 16.2(b), from time

139

to time enter into written supplemental agreements to this Agreement or the other Note Documents executed by the Note Parties, for the purpose of adding or deleting any provisions or otherwise changing, varying or waiving in any manner the rights of the Purchasers, Agent or the Note Parties thereunder or the conditions, provisions or terms thereof or waiving any Event of Default thereunder, but only to the extent specified in such written agreements; provided, however, that no such supplemental agreement shall be effective if the effect would:

(i) increase the maximum dollar commitment of any Purchaser unless consented to in writing by such Purchaser;

(iii) alter the definition of the term Required Purchasers or alter, amend or modify this Section 16.2(b) unless consented to in writing by each Purchaser;

(v) change the rights and duties of the Agent, or adversely affect the rights, duties, liabilities or indemnities of the Agent, unless consented to in writing by the Required Purchasers and Agent;

140

In the event that (i) the Issuer has requested that the Purchasers consent to a departure or waiver of any provisions of the Note Documents or agree to any amendment thereto, (ii) the consent, waiver or amendment in question requires the agreement of all the Purchasers and (iii) the Required Purchasers have agreed to such consent, waiver or amendment, then with respect to any Purchaser that has not so consented (such Purchaser, a “ Non-Consenting Purchaser ”), the Issuer may, at its sole expense and effort, upon notice to such Non-Consenting Purchaser and the Agent, require such Non-Consenting Purchaser to sell, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 16.3(c)), all of its interests, rights and obligations with respect to the Notes or Commitments that is the subject of the related consent, waiver and amendment and the related Note Documents to one or more existing Purchasers or new Purchasers eligible under Section 16.3(c) (provided that neither the Agent nor any Purchaser shall have any obligation to the Issuer to find a replacement Purchaser or other such Person) that shall acquire such obligations (any of which assignees may be another Purchaser, if a Purchaser accepts such assignment), provided that (1) such sale must comply with the provisions of Section 16.3(c) and (2) such Non-Consenting Purchaser shall have received payment of an amount equal to the applicable outstanding principal of its Notes, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Note Documents (including the full amount of the Prepayment Premium, if any, under Section 2.4(b)) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Issuer (to the extent amounts are due and owing to the Non-Consenting Purchaser in excess of amounts due from the assignee). A Non-Consenting Purchaser shall not be required to consummate any such sale or delegation if, prior thereto, as a result of a waiver by such Non-Consenting Purchaser or otherwise, the circumstances entitling the Issuer to require such sale and delegation cease to apply. If any Non-Consenting Purchaser shall refuse or fail to execute and deliver any Assignment and Assumption required pursuant to Section 16.3 within ten (10) Business Days of any request therefor by the Agent, the Issuer or any Purchaser, the Non-Consenting Purchaser shall automatically be deemed to have executed and delivered such Assignment and Assumption.

16.3. Successors and Assigns; Participations; New Purchasers .

141

“ Participant ”). No Participant, other than an Affiliate of the Purchaser granting such participation, shall be entitled to require such Purchaser to take or omit to take any action hereunder except with respect to any amendment, modification or waiver that would (i) extend the scheduled maturity of any Note in which such Participant is participating, or reduce the rate or extend the time of payment of interest or fees thereon (except in connection with a waiver of applicability of any post-Default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the Participant’s participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default shall not constitute a change in the terms of such participation, and that an increase in the principal amount of any Note shall be permitted without the consent of any Participant if the Participant’s participation is not increased as a result thereof), or (ii) consent to the release of all or substantially all of the value of the Guarantee, or all or substantially all of the Collateral. The Issuer agrees that each Participant shall be entitled to the benefits of Sections 3.10 hereof to the same extent as if it were a Purchaser and had acquired its interest by assignment pursuant to paragraph (c) of this Section 16.3, and that each Participant may exercise all rights of payment (including rights of set-off) with respect to the portion of such Notes held by it or other Obligations payable hereunder as fully as if such Participant were the direct holder thereof provided that the Issuer shall not be required to pay to any Participant more than the amount which it would have been required to pay to Purchaser which granted an interest in its Notes or other Obligations payable hereunder to such Participant had such Purchaser retained such interest in the Notes hereunder or other Obligations payable hereunder (unless the sale of the participation to such Participant is made with the Issuer’s prior written consent), and in no event shall the Issuer be required to pay any such amount arising from the same circumstances and with respect to the same Notes or other Obligations payable hereunder to both such Purchaser and such Participant. Each Purchaser that sells a participation, acting solely for this purpose as an agent of the Issuer, shall maintain a register on which it records the name and address of each Participant and the principal amounts of each Participant’s interest in the Notes (each, a “ Participant Register ”). The entries in the Participant Register shall be conclusive absent manifest error, and the Issuer shall treat each Person whose name is recorded in the Participant Register pursuant to the terms hereof as the holder of such Notes for all purposes of this Agreement, notwithstanding any notice to the contrary. Each Note Party hereby grants to any Participant a continuing security interest in any deposits, moneys or other property actually or constructively held by such Note Party as security for the Participant’s interest in the Notes. In connection with any participation contemplated hereby (A) such Purchaser’s obligations under this Agreement and the other Note Documents shall remain unchanged, (B) such Purchaser shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Note Parties, the Agent and the other Purchasers shall continue to deal solely and directly with such Purchaser in connection with such Purchaser’s rights and obligations under this Agreement and the other Note Documents. Any agreement or instrument pursuant to which a Purchaser sells such a participation shall provide that such Purchaser shall retain the sole right to enforce this Agreement and the other Note Documents and, except for the rights of a Participant set forth in this Section 16.3(b), to approve any amendment, modification or waiver of any provision of this Agreement and the other Note Documents. Notwithstanding anything to the contrary contained herein, no Purchaser shall be permitted to effect any sale, assignment or transfer of any rights or obligations under or relating to the Notes or any of its Commitments if, as a result of such sale, assignment or transfer, any Note Party would be required to become a reporting company under the Exchange Act. Any transfer in violation of the foregoing will be void ab initio .

142

(c) Any Purchaser may sell, assign or transfer all or any part of its rights and obligations under or relating to its Notes and/or its Commitments to any (i) existing Purchaser, Related Fund or Affiliate of a Purchaser; or (ii) any other Person (other than indirect holders of the Equity Interests of Holdings and their respective Affiliates, including the Note Parties and their Subsidiaries, except as set forth in clauses (d) and (e) below), provided , that such Purchaser may not sell, assign or transfer to any Disqualified Person; provided , further , that in the case of clause (ii), such sale, assignment or transfer shall be in a minimum amount of not less than $500,000 (the “ Minimum Transfer Level ”) except in the case of an assignment of all of a Purchaser’s rights and obligations under this Agreement, provided , that the Minimum Transfer Level shall be met if the aggregate principal amount of the Notes and/or Commitments to be sold, assigned, transferred, or negotiated hereunder in a single transaction or series of related transactions by any Purchaser or group of affiliated Purchasers to a single transferee or group of affiliated transferees exceeds the Minimum Transfer Level. Such sale, assignment, or transfer shall be effected pursuant to an Assignment and Assumption, executed by a new Purchaser, the transferor Purchaser, and Agent and delivered to Agent for recording. Upon such execution, delivery, acceptance and recording, from and after the transfer effective date determined pursuant to such Assignment and Assumption, (i) new Purchaser thereunder shall be a party hereto and, to the extent provided in such Assignment and Assumption, have the rights and obligations of a Purchaser under this Agreement, and (ii) the transferor Purchaser thereunder shall, to the extent provided in such Assignment and Assumption, be released from its obligations under this Agreement, the Assignment and Assumption creating a novation for that purpose. Such Assignment and Assumption shall be deemed to amend this Agreement to the extent, and only to the extent, necessary to reflect the addition of such new Purchaser and the resulting adjustment of the Commitments arising from the purchase by such new Purchaser of all or a portion of the rights and obligations of such transferor Purchaser under this Agreement and the other Note Documents. The Issuer consents to the addition of such new Purchaser and the resulting adjustment of the rights and obligations of the Purchasers arising from the purchase by such new Purchaser of all or a portion of the rights and obligations of such transferor Purchaser under this Agreement and the other Note Documents made in compliance with this Section 16.3(c). Upon the reasonable request of the Issuer, such new Purchaser shall deliver customary certificates confirming the representations and warranties of such new Purchaser pursuant to Article XVII hereof. Notwithstanding anything to the contrary contained herein, no Purchaser shall be permitted to effect any sale, assignment or transfer of any rights or obligations under or relating to its Notes or its Commitments if, as a result of such sale, assignment or transfer, any Note Party would be required to become a reporting company under the Exchange Act. Any transfer in violation of the foregoing will be void ab initio . In no event shall the Issuer or any of its subsidiaries consent to the sale, assignment, transfer or participation of any loans or commitments under the First Lien Term Loan Agreement to any Person that is a Disqualified Person.

143

Subsidiaries) (in such capacity, the “ Affiliated Purchasers ” and each, an “ Affiliated Purchaser ”), through (x) Dutch auctions or other offers to purchase open to all Purchasers on a pro rata basis or (y) open market purchase on a non-pro rata basis, in each case subject to the following limitations:

(iii) For purposes of determining whether the “Required Purchasers” have consented to (or not consented to) any amendment, waiver or modification of this Agreement or the other Note Documents, or any plan of reorganization that does not in each case adversely affect the Affiliated Purchasers (solely in their capacity as Purchasers of Notes) as compared to other affected Purchasers of Notes, such Affiliated Purchasers shall be deemed to have voted in the same proportion as non-Affiliated Purchasers voting on such matter;

Each Affiliated Purchaser agrees to notify Agent and the other Purchasers promptly (and in any event within ten (10) Business Days) if it acquires any Person who is also a Purchaser,

144

and each Purchaser agrees to notify Agent and the other Purchasers promptly (and in any event within ten (10) Business Days) if it becomes an Affiliated Purchaser. Such notice shall contain the type of information required and be delivered to the same addressee as set forth in Exhibit 16.3(d)(B) .

(e) Any Purchaser may, so long as no Default or Event of Default has occurred and is continuing, at any time, assign all or a portion of its rights and obligations with respect to Notes under this Agreement to the Issuer through (x) Dutch auctions or other offers to purchase open to all Purchasers on a pro rata basis or (y) open market purchase on a non-pro rata basis; provided that (i) the principal amount of such Notes, along with all accrued and unpaid interest thereon, so assigned or transferred to the Issuer shall be deemed automatically cancelled and extinguished on the date of such assignment or transfer, (ii) the aggregate outstanding principal amount of Notes of the remaining Purchasers shall reflect such cancellation and extinguishing of the Notes then held by the Issuer and (iii) the Issuer shall promptly provide notice to Agent and the Purchasers of such assignment, transfer and cancellation of such Notes, and the Issuer shall reflect the cancellation of the applicable Notes in the Register.

145

(i) In connection with any sale, assignment or transfer contemplated by this Section 16.3, it shall be a condition precedent to such sale, assignment or transfer that, unless the Notes are registered under the Securities Act and applicable state securities laws (i) the prospective purchaser, assignee or transferee deliver to the Agent an administrative questionnaire in form satisfactory to the Agent and (ii) either (A) the prospective purchaser, assignee or transferee deliver to the Issuer a written certification (1) that it is a QIB or (2) containing representations substantially similar to the representations set forth in Article XVII hereof (other than the representations contained in (A) Section 17.3(ii), (B) the second sentence of Section 17.5 or (C) Section 17.7), but made by the prospective purchaser, assignee or transferee with respect to the purchase, assignment or transfer of the Notes mutatis mutandis or (B) the prospective seller, assignor or transferor deliver to the Issuer a written certification in form an substance reasonably satisfactory to the Issuer, that the prospective sale, assignment or transfer is being made pursuant to an exemption from registration under the Securities Act or the rules and regulations of the SEC thereunder, and applicable state securities laws. Notwithstanding anything contained herein to the contrary, the Agent shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer or exchange imposed under any applicable law (including, without limitation, the Securities Act) with respect to any transfer or exchange of any interest in any Note (including any transfers or exchanges between or among Participants).

146

in the Register and the Issuer shall, at its expense, promptly execute and deliver one or more new Notes, as applicable, of like tenor and of a like principal amount, registered in the name of such transferee or transferees and, in the case of a transfer in part, a new Note in the appropriate amount registered in the names of such transferor. While the Notes are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, the Issuer shall provide the Purchasers with the information specified in, and meeting the requirements of Rule 144A(d)(4) under the Securities Act in connection with any proposed transfer. The requirement that the ownership and transfer of the Notes shall be reflected in the Register is intended to ensure that the Notes qualify as an obligation issued in “registered form” as that term is used in Sections 163(f), 871(h), and 881(c) of the Internal Revenue Code and shall be interpreted accordingly and, notwithstanding anything to the contrary in this Agreement, no Notes (or any part thereof) may be sold, assigned or transferred without such sale, assignment or transfer being reflected in the Register. The entries in the Register shall be conclusive absent demonstrable error, and each Person whose name is recorded in the Register shall be treated as the holder of the Note for all purposes under this Agreement; provided , failure to make any such recordation, or any error in such recordation, shall not affect Issuer’s Obligations in respect of the Notes. The Register shall be available for inspection by any Purchaser (with respect to any entry relating to such Purchaser’s Note) at any reasonable time and from time to time upon reasonable prior notice and a copy of the Register shall be provided to the Agent upon its request.

16.8. Indemnity .

147

liabilities, obligations, losses, damages, penalties, actions, judgments, suits, all reasonable and reasonably documented out-of-pocket costs, expenses and disbursements (but limited, in the case of legal fees, expenses and disbursements, to the number of counsel set forth in the paragraphs labeled “First” and “Third” in Section 11.6 of this Agreement), and actual and direct losses (other than lost profits) of such Indemnitees arising out of or relating to any claim or any litigation, investigation, or other proceeding, in each case that relates to any transaction contemplated by this Agreement or the other Note Documents, except to the extent that any of the foregoing arises out of (x) the fraud, gross negligence, bad faith or willful misconduct of or a material breach of this Agreement or the other Note Documents (except to the extent arising out of any action or omission taken or omitted to be taken by the Agent at the written direction of the Required Purchasers) by the party being indemnified or its Affiliates and their respective officers, directors, employees, advisors and agents (as determined by a court of competent jurisdiction in a final and non-appealable judgment), or (y) disputes solely among the Indemnitees (other than disputes involving the Agent) and not arising out of any act or omission of any Note Party or any of their Affiliates or (z) entering into a settlement agreement related thereto without the written consent of the Issuer (such consent not to be unreasonably withheld, conditioned or delayed). No Note Party nor any of its respective Affiliates and Subsidiaries or the respective directors, officers, employees, advisors and agents of the foregoing shall be liable for any indirect, special, punitive, or consequential damages (other than in respect of any such damages incurred or paid by an Indemnitee to a third party) in connection with this Agreement or any other Note Document or the transactions contemplated hereby and thereby. Additionally, if any stamping, recording or similar taxes (“ Other Taxes ”) shall be payable by Agent, the Purchasers or the Note Parties on account of the execution or delivery of this Agreement, or the execution, delivery, issuance or recording of any of the other Note Documents, or the creation or repayment of any of the Obligations hereunder, by reason of any Applicable Law now or hereafter in effect, the Issuer will pay within 10 Business Days (or will promptly reimburse Agent and the Purchasers for payment thereof within 10 Business Days) all such Other Taxes, including interest and penalties thereon, and will indemnify and hold the Indemnitees harmless from and against all liability in connection therewith provided , that the Issuer have received written demand therefore specifying in reasonable detail the nature and amount of such taxes.

(c) The indemnities contained in this Section 16.8 shall survive the resignation or removal of the Agent and the termination of this Agreement and the other Note Documents.

16.9. Notice . Any notice or request hereunder may be given to Issuer or to Agent or any Purchaser at their respective addresses set forth below or at such other address as may

148

hereafter be specified in a notice designated as a notice of change of address under this Section. Any notice, request, demand, direction or other communication (for purposes of this Section 16.9 only, a “ Notice ”) to be given to or made upon any party hereto under any provision of this Agreement shall be given or made by telephone or in writing (which includes by means of electronic transmission (i.e., “e-mail”) or facsimile transmission or by setting forth such Notice on a site on the World Wide Web (a “ Website Posting ”) if Notice of such Website Posting (including the information necessary to access such site) has previously been delivered to the applicable parties hereto by another means set forth in this Section 16.9) in accordance with this Section 16.9. Any such Notice must be delivered to the applicable parties hereto at the addresses and numbers set forth under their respective names on Section 16.9 hereof or in accordance with any subsequent unrevoked Notice from any such party that is given in accordance with this Section 16.9. Any Notice shall be effective:

(a) In the case of hand-delivery, when delivered;

(b) If given by mail, four days after such Notice is deposited with the United States Postal Service, with first-class postage prepaid, return receipt requested;

(e) In the case of electronic transmission, when actually received;

(f) In the case of a Website Posting, upon delivery of a Notice of such posting (including the information necessary to access such site) by another means set forth in this Section 16.9; and

(g) If given by any other means (including by overnight courier), when actually received.

Any Purchaser giving a Notice to the Issuer or any Note Party shall concurrently send a copy thereof to Agent, and Agent shall promptly notify the other Purchasers of its receipt of such Notice.

(A) If to Agent at:

U.S. Bank National Association

214 N. Tryon Street, 26th Floor

Charlotte, NC 28202

Attention: CDO Trust Services / James Hanley

Facsimile No: (704) 335-4670

149

Email: agency.services@usbank.com

(B) If to a Purchaser, as specified on the signature pages hereof or in the Assignment and Assumption pursuant to which it became a party hereto and to:

Ropes & Gray LLP

1211 Avenue of the Americas

New York, New York 10036

Attention: Sunil W. Savkar, Esq.

Telephone: (212) 841-5762

Facsimile: (646) 728-1667

101 Keane Road

Lewis Run, PA 16738

Attention: Greg Powell

Telephone: (814) 363-9380

Facsimile: (814) 363-9334

with a copy (which shall not constitute notice) to:

Schulte Roth & Zabel LLP

919 Third Avenue

New York, New York 10022

Attention: Kirby Chin, Esq.

Telephone: (212) 756-2555

Facsimile: (212)593-5955

and to:

Cerberus Capital Management

875 Third Avenue

New York, New York 10022

Attention: Lisa Gray, Esq.

Telephone: (212) 284-7925

Facsimile: (212) 750-5212

150

16.12. Expenses . Except for taxes (other than Other Taxes) which shall be solely covered by Section 3.9, (a) all reasonable and documented out-of-pocket costs and expenses including reasonable and documented attorneys’ fees and disbursements (but subject to the number of counsel set forth in the ~~paragraphs~~ paragraph labeled “First” ~~and “Third”~~ in Section 11.6 of this Agreement) ~~and disbursements~~ incurred by Agent on its behalf or on behalf of the Purchasers (a and (b) reasonable and documented attorney’s fees and disbursements (but subject to the number of counsel set forth in the paragraph labeled “Third” in Section 11.6 of this Agreement) incurred by the Purchasers , in each case, (i ) in all efforts made to enforce payment of any Obligation or effect collection of any Collateral or enforcement of this Agreement or any of the other Note Documents, or ( b ii ) in connection with the entering into, modification, amendment and administration of this Agreement or any of the other Note Documents or any consents or waivers hereunder or thereunder and all related agreements, documents and instruments, or ( c iii ) in instituting, maintaining, preserving, enforcing and foreclosing on Agent’s security interest in or Lien on any of the Collateral, or maintaining, preserving or enforcing any of Agent’s or any Purchaser’s rights hereunder or under any of the other Note Documents and under all related agreements, documents and instruments, whether through judicial proceedings or otherwise, or ( d iv ) in defending or prosecuting any actions or proceedings arising out of or relating to Agent’s or any Purchaser’s transactions with any Note Party or ( e v ) in connection with the performance of its obligations under the Note Documents or any advice given to Agent or any Purchaser with respect to its rights and obligations under this Agreement or any of the other Note Documents and all related agreements, documents and instruments, may be charged to the Issuer and shall be part of the Obligations.

16.15. Captions . The captions at various places in this Agreement are intended for convenience only and do not constitute and shall not be interpreted as part of this Agreement.

151

16.18. Confidentiality; Sharing Information . Agent, each Purchaser and each new or prospective purchaser shall hold all non-public information obtained by Agent, such Purchaser or such new or prospective purchaser pursuant to the requirements of this Agreement in accordance with Agent’s, such Purchaser’s and such new or prospective purchaser’s customary procedures for handling confidential information of this nature; provided, however, Agent, each Purchaser and each new or prospective purchaser may disclose such confidential information (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory body having or claiming authority to regulate or oversee any respects of the Agent’s, Purchaser’s or new or prospective purchaser’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Agent, Purchaser or new or prospective purchaser or an Affiliate or an officer, director, employer or shareholder thereof is a party, or (D) to any Affiliate, independent or internal auditor, agent, employee, investor or other funding source or attorney of the Agent, Purchaser or new or prospective purchaser having a need to know the same, provided that the Agent, Purchaser or new or prospective purchaser, as applicable, advises such recipient of the confidential nature of the information being disclosed, or any other disclosure authorized by the Issuer; provided, further, that in the event that the Agent, Purchaser or new or prospective purchaser is requested by its regulators, or is required by subpoena, court order or other similar process, to disclose confidential information, the Agent, Purchaser or new or prospective purchaser, as applicable, will, unless otherwise requested by its regulators or prohibited by applicable law, provide the Issuer with notice thereof as promptly as practicable under the circumstances, it being agreed that the Agent, Purchaser or new or prospective purchaser, as applicable, shall incur no liability for its failure to provide such notice. Each Note Party acknowledges that from time to time financial advisory, investment banking and other services may be offered or provided to such Note Party or one or more of its Affiliates (in connection with this Agreement or otherwise) by any Purchaser or by one or more Subsidiaries or Affiliates of such Purchaser and each Note Party hereby authorizes each Purchaser to share any information delivered to such Purchaser by such Note Party and its Subsidiaries pursuant to this Agreement, or in connection with the decision of such Purchaser to enter into this Agreement, to any such Subsidiary or Affiliate of such Purchaser, it being understood that any such Subsidiary or Affiliate of any Purchaser receiving such information shall be bound by the provisions of this Section 16.18 as if it were a Purchaser hereunder. Such authorization shall survive the repayment of the other Obligations and the termination of this Agreement.

152

16.21. INTERCREDITOR AGREEMENT .

(a) PURSUANT TO THE EXPRESS TERMS OF THE INTERCREDITOR AGREEMENT, IN THE EVENT OF ANY CONFLICT OR INCONSISTENCY BETWEEN THE TERMS OF THE INTERCREDITOR AGREEMENT AND ANY OF THE NOTE DOCUMENTS WITH RESPECT TO THE COLLATERAL OR THE REVOLVING CREDIT PRIORITY COLLATERAL, THE PROVISIONS OF THE INTERCREDITOR AGREEMENT SHALL GOVERN AND CONTROL.

153

16.23. Anti-Terrorism Laws .

XVII. REPRESENTATION AND WARRANTIES OF THE PURCHASERS.

154

155

XVIII. REGISTERED INVESTMENT COMPANIES

[Signatures on next page]

156

EXHIBIT 10.1

EXECUTION VERSION

AMENDED AND RESTATED REVOLVING CREDIT

AND

SECURITY AGREEMENT

PNC BANK, NATIONAL ASSOCIATION

(AS LENDER AND AS AGENT)

WITH

KGH INTERMEDIATE HOLDCO I, LLC

(HOLDINGS)

AND

KGH INTERMEDIATE HOLDCO II, LLC

KEANE FRAC, LP

KS DRILLING, LLC

KEANE FRAC ND, LLC

AND

KEANE FRAC TX, LLC

(BORROWERS)

August 8, 2014

TABLE OF CONTENTS


		Page

I.	DEFINITIONS		1

1.1.	Accounting Terms		1
1.2.	General Terms		2
1.3.	Uniform Commercial Code Terms		46
1.4.	Certain Matters of Construction		46

II.	ADVANCES, PAYMENTS		47

2.1.	Revolving Advances		47
2.2.	Procedure for Revolving Advances Borrowing		48
2.3.	Disbursement of Advance Proceeds		50
2.4.	[Reserved]		50
2.5.	Maximum Advances		50
2.6.	Repayment of Advances		51
2.7.	Repayment of Excess Advances		51
2.8.	Statement of Account		51
2.9.	Letters of Credit		52
2.10.	Issuance of Letters of Credit		52
2.11.	Requirements For Issuance of Letters of Credit		52
2.12.	Disbursements, Reimbursement		53
2.13.	Repayment of Participation Advances		54
2.14.	Documentation		55
2.15.	Determination to Honor Drawing Request		55
2.16.	Nature of Participation and Reimbursement Obligations		55
2.17.	Indemnity		56
2.18.	Liability for Acts and Omissions		57
2.19.	Additional Payments		58
2.20.	Manner of Borrowing and Payment		58
2.21.	Mandatory Prepayments		60
2.22.	Use of Proceeds		60
2.23.	Defaulting Lender		60
2.24.	Increase in Maximum Revolving Advance Amount		61

III.	INTEREST AND FEES		64

3.1.	Interest		64
3.2.	Letter of Credit Fees		64
3.3.	Closing Fee and Facility Fee		65
3.4.	Collateral Evaluation Fee and Collateral Monitoring Fee		66
3.5.	Computation of Interest and Fees		66
3.6.	Maximum Charges		67
3.7.	Increased Costs		67
3.8.	Basis For Determining Interest Rate Inadequate or Unfair		67
3.9.	Capital Adequacy		68
3.10.	Gross Up for Taxes		69
3.11.	Withholding Tax Exemption		70


IV.	COLLATERAL: GENERAL TERMS	71

4.1.	Security Interest in the Collateral	71
4.2.	Perfection of Security Interest	71
4.3.	Disposition of Collateral	72
4.4.	Preservation of Collateral	72
4.5.	Ownership of Collateral	72
4.6.	Defense of Agent’s and Lenders’ Interests	73
4.7.	Books and Records	74
4.8.	Financial Disclosure	74
4.9.	Compliance with Laws	74
4.10.	Inspection of Premises	74
4.11.	Insurance	75
4.12.	Failure to Pay Insurance	75
4.13.	Payment of Taxes	75
4.14.	[Reserved]	76
4.15.	Receivables	76
4.16.	Inventory	79
4.17.	Maintenance of Equipment	79
4.18.	Exculpation of Liability	79
4.19.	Environmental Matters	80
4.20.	Financing Statements	82
4.21.	Appraisals	82
4.22.	Intercreditor Agreement	82

V.	REPRESENTATIONS AND WARRANTIES	82

5.1.	Authority	82
5.2.	Formation and Qualification	83
5.3.	Survival of Representations and Warranties	83
5.4.	Tax Returns	83
5.5.	Financial Statements	84
5.6.	Entity Names	84
5.7.	OSHA and Environmental Compliance	85
5.8.	Solvency; No Litigation, Violation, Indebtedness or Default; ERISA Compliance	85
5.9.	Patents, Trademarks, Copyrights and Licenses	87
5.10.	Licenses and Permits	87
5.11.	No Default	87
5.12.	No Burdensome Restrictions	87
5.13.	No Labor Disputes	87
5.14.	Margin Regulations	88
5.15.	Investment Company Act	88
5.16.	Disclosure	88
5.17.	Swaps	88


5.18.	Conflicting Agreements	88
5.19.	Application of Certain Laws and Regulations	88
5.20.	Business and Property of Loan Parties	88
5.21.	Section 20 Subsidiaries	89
5.22.	Anti-Terrorism Laws	89
5.23.	Trading with the Enemy	90
5.24.	Federal Securities Laws	90
5.25.	Equity Interests	90
5.26.	Commercial Tort Claims	90
5.27.	Letter of Credit Rights	90
5.28.	Material Contracts	90

VI.	AFFIRMATIVE COVENANTS	91

6.1.	Payment of Fees	91
6.2.	Conduct of Business and Maintenance of Existence and Assets	91
6.3.	Violations	91
6.4.	[Reserved]	91
6.5.	Financial Covenants	91
6.6.	Execution of Supplemental Instruments	91
6.7.	Payment of Indebtedness	91
6.8.	Standards of Financial Statements	92
6.9.	Federal Securities Laws	92
6.10.	Additional Guarantors; Further Assurances	92
6.11.	Designation of Subsidiaries	92
6.12.	Keepwell	93
6.13.	Post-Closing Actions	93

VII.	NEGATIVE COVENANTS	93

7.1.	Merger, Consolidation, Acquisition and Sale of Assets	93
7.2.	Creation of Liens	95
7.3.	Guarantees	95
7.4.	Investments	95
7.5.	Loans	96
7.6.	[Reserved]	96
7.7.	Distributions	96
7.8.	Indebtedness	98
7.9.	Nature of Business	99
7.10.	Transactions with Affiliates	99
7.11.	[Reserved]	99
7.12.	Fiscal Year and Accounting Changes	99
7.13.	Pledge of Credit	99
7.14.	Amendment of Organizational Documents; Material Indebtedness	99
7.15.	Compliance with ERISA	100
7.16.	Prepayment of Indebtedness	100
7.17.	Burdensome Agreements	101
7.18.	Anti-Terrorism Laws	102

iii


7.19.	Trading with the Enemy Act	102
7.20.	Term Loan Debt	102
7.21.	Permitted Activities	102

VIII.	CONDITIONS PRECEDENT	103

8.1.	Conditions to Initial Advances	103
8.2.	Conditions to Each Advance	107

IX.	INFORMATION AS TO BORROWERS	108

9.1.	Disclosure of Material Matters	108
9.2.	Schedules	108
9.3.	Environmental Reports	109
9.4.	Litigation	109
9.5.	Material Occurrences; Material Contracts	109
9.6.	Parent Financials	109
9.7.	Annual Financial Statements	110
9.8.	Quarterly Financial Statements	110
9.9.	Monthly Financial Statements	110
9.10.	Other Reports	111
9.11.	Additional Information	111
9.12.	Projected Operating Budget	111
9.13.	Variances From Operating Budget	111
9.14.	Notice of Suits, Adverse Events	112
9.15.	Unrestricted Subsidiaries	112
9.16.	ERISA Notices and Requests	112
9.17.	Additional Documents	113

X.	EVENTS OF DEFAULT	113

10.1.	Nonpayment	113
10.2.	Breach of Representation	113
10.3.	Financial and other Information	113
10.4.	Judicial Actions	113
10.5.	Noncompliance	113
10.6.	Judgments	114
10.7.	Bankruptcy	114
10.8.	Inability to Pay	114
10.9.	[Reserved]	114
10.10.	Lien Priority	114
10.11.	Cross Default	114
10.12.	Termination of Guaranty or Guaranty Security Agreement	115
10.13.	Change of Ownership	115
10.14.	Invalidity	115
10.15.	[Reserved]	115
10.16.	Seizures	115
10.17.	[Reserved]	115
10.18.	Pension Plans	115
10.19.	Anti-Money Laundering/International Trade Law Compliance	115


XI.	LENDERS’ RIGHTS AND REMEDIES AFTER DEFAULT	115

11.1.	Rights and Remedies	115
11.2.	Agent’s Discretion	117
11.3.	Setoff	117
11.4.	Rights and Remedies not Exclusive	117
11.5.	Equity Cure Right	117
11.6.	Allocation of Payments After Event of Default	118

XII.	WAIVERS AND JUDICIAL PROCEEDINGS	119

12.1.	Waiver of Notice	119
12.2.	Delay	119
12.3.	Jury Waiver	120

XIII.	EFFECTIVE DATE AND TERMINATION	120

13.1.	Term	120
13.2.	Termination	120

XIV.	REGARDING AGENT	121

14.1.	Appointment	121
14.2.	Nature of Duties	121
14.3.	Lack of Reliance on Agent and Resignation	121
14.4.	Certain Rights of Agent	122
14.5.	Reliance	122
14.6.	Notice of Default	122
14.7.	Indemnification	123
14.8.	Agent in its Individual Capacity	123
14.9.	Delivery of Documents	123
14.10.	Borrowers’ Undertaking to Agent	123
14.11.	No Reliance on Agent’s Customer Identification Program	123
14.12.	Other Agreements	124

XV.	BORROWING AGENCY	124

15.1.	Borrowing Agency Provisions	124
15.2.	Waiver of Subrogation	125

XVI.	MISCELLANEOUS	125

16.1.	Governing Law	125
16.2.	Entire Understanding	125
16.3.	Successors and Assigns; Participations; New Lenders	128
16.4.	Application of Payments	130
16.5.	Indemnity	130
16.6.	Notice	131
16.7.	Survival	133
16.8.	Severability	133
16.9.	Expenses	133


16.10.	Injunctive Relief	134
16.11.	Consequential Damages	134
16.12.	Captions	134
16.13.	Counterparts; Facsimile Signatures	134
16.14.	Construction	134
16.15.	Confidentiality; Sharing Information	134
16.16.	Publicity	135
16.17.	Certifications From Banks and Participants; USA PATRIOT Act	135
16.18.	Anti-Terrorism Laws	136
16.19.	Acknowledgement of Prior Obligations and Continuation Thereof	136
16.20.	Intercreditor Agreement	137
16.21.	Payoff of Term Loans, Release of KGH and Partial Release of Collateral	138

LIST OF EXHIBITS AND SCHEDULES


Exhibits

Exhibit 1.2		Borrowing Base Certificate
Exhibit 1.2(a)		Compliance Certificate
Exhibit 2.1(a)		Amended and Restated Note
Exhibit 2.24		Lender Joinder
Exhibit 5.5(b)		Financial Projections
Exhibit 8.1(g)		Financial Condition Certificate
Exhibit 16.3		Commitment Transfer Supplement

Schedules

Schedule 1.2		Permitted Encumbrances
Schedule 4.5		Equipment and Inventory Locations; Place of Business, Chief Executive Office, Real Property
Schedule 4.15(j)		Deposit and Investment Accounts
Schedule 5.1		Consents
Schedule 5.2(a)		States of Qualification and Good Standing
Schedule 5.2(b)		Subsidiaries
Schedule 5.4		Federal Tax Identification Number
Schedule 5.6		Prior Names
Schedule 5.8(b)		Litigation
Schedule 5.8(d)		Plans
Schedule 5.9		Intellectual Property
Schedule 5.10		Licenses and Permits
Schedule 5.25		Equity Interests
Schedule 5.26		Commercial Tort Claims
Schedule 5.27		Letter of Credit Rights
Schedule 5.28		Material Contracts
Schedule 6.13		Post-Closing Actions
Schedule 7.3		Guarantees
Schedule 7.4		Permitted Investments
Schedule 7.8		Indebtedness
Schedule 7.17		Existing Agreements

vii

AMENDED AND RESTATED REVOLVING CREDIT

AND

SECURITY AGREEMENT

This Amended and Restated Revolving Credit and Security Agreement dated as of August 8, 2014 among KGH Intermediate Holdco I, LLC, a Delaware limited liability company (“ Holdings ”), KGH Intermediate Holdco II, LLC, a Delaware limited liability company (“ Intermediate Holdco II ” or a “ Borrower ”), KEANE FRAC, LP, a Pennsylvania limited partnership (“ Frac ” or a “ Borrower ”), KS DRILLING LLC, a Delaware limited liability company (“ Drilling ” or a “ Borrower ”), KEANE FRAC ND, LLC, a Delaware limited liability company (“ Frac ND ” or a “ Borrower ”), KEANE FRAC TX, LLC, a Delaware limited liability company (“ Keane Texas ” or a “ Borrower ”), each Person joined hereto as a borrower from time to time (each a “ Borrower ” and together with Intermediate Holdco I, Frac, Drilling, Frac ND and Keane Texas collectively, the “ Borrowers ”), the financial institutions which are now or which hereafter become a party hereto (collectively, the “ Lenders ” and each individually a “ Lender ”) and PNC BANK, NATIONAL ASSOCIATION (“ PNC ”), as agent for Lenders (PNC, in such capacity, the “ Agent ”).

WHEREAS, the Borrowers are parties to that certain Revolving Credit, Term Loan and Security Agreement dated as of July 8, 2011 (as amended, supplemented or otherwise modified to date, the “ Original Agreement ”).

IN CONSIDERATION of the mutual covenants and undertakings herein contained, Borrowers, Lenders and Agent hereby agree as follows:

I.	DEFINITIONS.

1.1. Accounting Terms . As used in this Agreement, the Other Documents or any certificate, report or other document made or delivered pursuant to this Agreement or the Other Documents, accounting terms not defined in Section 1.2 or elsewhere in this Agreement and accounting terms partly defined in Section 1.2 to the extent not defined, shall have the respective meanings given to them under GAAP; provided, however , whenever such accounting terms are used for the purposes of determining compliance with financial covenants in this Agreement, such accounting terms shall be defined in accordance with GAAP as applied in preparation of the audited financial statements of KGH and its consolidated Subsidiaries, provided to Agent prior to the Closing Date for the fiscal year ended on or about December 31, 2013. If at any time any change in GAAP would affect the computation of any financial covenant or requirement set forth in the Loan Agreement or any Other Document, and Borrowing Agent, so requests, Agent and Borrowing Agent shall negotiate in good faith to amend such covenant or requirement to preserve the original intent thereof in light of such change in GAAP; provided that, until so amended, (a) such covenant or requirement will continue to be determined in accordance with GAAP prior to such change, and (b) Borrowers shall provide to Agent financial statements and other documents required under this Agreement or as reasonably requested by Agent setting forth a reconciliation between calculations of such covenant or requirement made both before and after giving effect to such change in GAAP.

Notwithstanding anything in this Agreement to the contrary, (i) any lease of the Loan Parties and their Subsidiaries that would be characterized as an operating lease under GAAP in effect on the Closing Date (whether such lease is entered into before or after the Closing Date) shall not constitute a Capitalized Lease under this Agreement or any Other Document as a result of any changes in GAAP occurring after the Closing Date and (ii) for purposes of determining compliance with any covenant (including the computation of any financial covenant or the determination of financial measures) contained herein, Indebtedness of the Borrowers and their Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded.

1.2. General Terms . For purposes of this Agreement the following terms shall have the following meanings:

“ Accountants ” shall have the meaning set forth in Section 9.7 hereof.

“ Acquired Indebtedness ” shall mean, with respect to any specified Person,

(b) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

“ Additional Guarantor Supplement ” shall have the meaning set forth in Section 6.10 hereof.

“ Advance Rates ” shall have the meaning set forth in Section 2.1(a)(y)(ii) hereof.

“ Advances ” shall mean and include the Revolving Advances and Letters of Credit.

“ Affiliate ” of any Person shall mean (a) any Person which, directly or indirectly, is in control of, is controlled by, or is under common control with such Person, or (b) any Person who is a director, manager, member, managing member, general partner or officer (i) of such Person, (ii) of any Subsidiary of such Person or (iii) of any Person described in clause (a) above. For purposes of this definition, control of a Person shall mean the power, direct or indirect, (x) to vote ten percent (10%) or more of the Equity Interests having ordinary voting power for the election of directors of such Person or other Persons performing similar functions for any such Person, or (y) to direct or cause the direction of the management and policies of such Person whether by ownership of Equity Interests, contract or otherwise.

“ Agent ” shall have the meaning set forth in the preamble to this Agreement and shall include its successors and assigns.

“ Aggregate Commitment Amounts ” shall mean the Commitment Amounts of all Lenders.

“ Agreement ” shall mean this Amended and Restated Revolving Credit and Security Agreement, including all exhibits and schedules hereto, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“ Alternate Base Rate ” shall mean, for any day, a rate per annum equal to the highest of (a) the Base Rate in effect on such day, (b) the Federal Funds Open Rate in effect on such day plus one half of one-percent (1/2 of 1%), and (c) the sum of the Daily LIBOR Rate in effect on such day plus one percent (1.0%), so long as a Daily LIBOR Rate is offered, ascertainable and not unlawful.

“ Anti-Terrorism Laws ” shall mean any Laws relating to terrorism, trade sanctions programs and embargoes, import/export licensing, money laundering or bribery, and any regulation, order, or directive promulgated, issued or enforced pursuant to such Laws, all as amended, supplemented or replaced from time to time. For purposes of this definition only, “ Law(s) ” shall mean any law(s) (including common law), constitution, statute, treaty, regulation, rule, ordinance, opinion, issued guidance, release, ruling, order, executive order, injunction, writ, decree, bond, judgment, authorization or approval, lien or award of or any settlement arrangement, by agreement, consent or otherwise, with any Governmental Body, foreign or domestic.

“ Applicable Law ” shall mean all laws, rules and regulations applicable to the Person, conduct, transaction, covenant, Other Document or contract in question, including all applicable common law and equitable principles, all provisions of all applicable state, federal and foreign constitutions, statutes, rules, regulations, treaties, directives and orders of any Governmental Body, and all orders, judgments and decrees of all courts and arbitrators.

“ Authority ” shall have the meaning set forth in Section 4.19(d) hereof.

“ Base Rate ” shall mean the base commercial lending rate of PNC as publicly announced to be in effect from time to time, such rate to be adjusted automatically, without notice, on the effective date of any change in such rate. This rate of interest is determined from time to time by PNC as a means of pricing some loans to its customers and is neither tied to any external rate of interest or index nor does it necessarily reflect the lowest rate of interest actually charged by PNC to any particular class or category of customers of PNC.

“ Benefited Lender ” shall have the meaning set forth in Section 2.20(d) hereof.

“ Blocked Accounts ” shall have the meaning set forth in Section 4.15(h) hereof.

“ Blocked Account Bank ” shall have the meaning set forth in Section 4.15(h) hereof.

“ Blocked Person ” shall have the meaning set forth in Section 5.24(b) hereof.

“ Borrower ” or “ Borrowers ” shall have the meaning set forth in the preamble to this Agreement and shall extend to all permitted successors and assigns of the applicable Borrower.

“ Borrowers on a Consolidated Basis ” shall mean the consolidation in accordance with GAAP of the accounts or other items of the Borrowers and its Restricted Subsidiaries.

“ Borrowers’ Account ” shall have the meaning set forth in Section 2.8 hereof.

“ Borrowing Agent ” shall mean Intermediate Holdco II.

“ Borrowing Base Certificate ” shall mean a certificate in substantially the form of Exhibit 1.2 duly executed by the President, Chief Financial Officer or Controller of the Borrowing Agent and delivered to Agent, appropriately completed, by which such officer shall certify to Agent the Formula Amount and calculation thereof as of the date of such certificate.

“ Business Day ” shall mean any day other than Saturday or Sunday or a legal holiday on which commercial banks are authorized or required by law to be closed for business in East Brunswick, New Jersey, and, if the applicable Business Day relates to any Eurodollar Rate Loans, such day must also be a day on which dealings are carried on in the London interbank market.

“ Capital Expenditures ” shall mean expenditures made or liabilities incurred for the acquisition (whether by purchase or lease) of any fixed assets or improvements, replacements, substitutions or additions thereto which have a useful life of more than one year (each a “ capital asset ”) including the total principal portion of Capitalized Lease Obligations, which, in accordance with GAAP, would be classified as capital expenditures.

“ Capitalized Leases ” shall mean all leases that have been or are required to be, in accordance with GAAP, recorded as capitalized leases.

“ Cash Equivalents ” shall mean, to the extent owned by any Borrower or any Restricted Subsidiary, those investments set forth in clauses (a) through (d) of Section 7.4.

“ Cash Management Products and Services ” shall mean agreements or other arrangements under which Agent or any Lender or any Affiliate of Agent or a Lender provides any of the following products or services to any Borrower or Guarantor or any of their Subsidiaries or Affiliates: (a) credit cards; (b) credit card processing services; (c) debit cards and stored value cards; (d) commercial cards; (e) ACH transactions; and (f) cash management and treasury management services and products, including without limitation controlled disbursement accounts or services, lockboxes, automated clearinghouse transactions, overdrafts, interstate depository network services. The indebtedness, obligations and liabilities of each Borrower to the provider of any Cash Management Products and Services (including all obligations and liabilities owing to such provider in respect of any returned items deposited with such provider) (the “ Cash Management Liabilities ”) shall be “Obligations” hereunder, guaranteed obligations under any Guaranty and secured obligations under any security agreement or pledge agreement executed by any Guarantor, and otherwise treated as Obligations for purposes of each of the Other Documents. The Liens securing the Cash Management Products and Services shall be pari passu with the Liens securing all other Obligations under this Agreement and the Other Documents, subject to the express provisions of Section 11.6.

“ Cash Management Liabilities ” shall have the meaning provided in the definition of “Cash Management Products and Services.”

“ CEA ” shall mean the Commodity Exchange Act (7 U.S.C.§1 et seq.), as amended from time to time, and any successor statute.

“ CEA Swap ” shall mean any “swap” as defined in Section 1a(47) of the CEA and regulations thereunder other than (a) a swap entered into on, or subject to the rules of, a board of trade designated as a contract market under Section 5 of the CEA, or (b) a commodity option entered into pursuant to CFTC Regulation 32.3(a).

“ CEA Swap Obligation ” means any obligation to pay or perform under any agreement, contract or transaction that constitutes a CEA Swap which is also a Lender-Provided Interest Rate Hedge, or a Lender-Provided Foreign Currency Hedge.

“ CERCLA ” shall mean the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. §§9601 et seq.

“ CFC ” means a “controlled foreign corporation” within the meaning of Section 957 of the Code.

“ CFTC ” shall mean the Commodity Futures Trading Commission.

“ Change of Control ” shall mean (a) the occurrence of any event (whether in one or more transactions) which results in (i) so long as financial statements of KGH and its consolidated Subsidiaries are being provided in lieu of financial statements of the Borrowers on a Consolidated Basis in accordance with Section 9.5, any Person other than KGH owning beneficially or of record any Equity Interest in Holdings, (ii) any Person other than Holdings owning beneficially or of record any Equity Interest in Intermediate Holdco II, (iii) a transfer of control of Holdings to a (1) Person (other than an Original Owner) or (2) Persons (other than Original Owners) constituting a “group” (within the meaning of Rule 13d-5 of the Exchange Act) or (iv) any Person other than Intermediate Holdco II owning beneficially or of record any Equity Interest in any Borrower, except as otherwise permitted by this Agreement, (b) any merger or consolidation of or with any Borrower, except as otherwise permitted by this Agreement, (c) the sale of all or substantially all of the property or assets of any Borrower to any Person that is not a Borrower, except as otherwise permitted by this Agreement or (d) any “Change of Control” (or any comparable term) in any document pertaining to (A) this Agreement or (B) any other Indebtedness in excess of $7,500,000 to which any Loan Party or any Restricted Subsidiary is party. For purposes of this definition, “control of Holdings” shall mean the power, direct or indirect (x) to vote 50% or more of the Equity Interests having ordinary voting power for the election of directors (or the individuals performing similar functions) of Holdings or (y) to appoint a majority of the members of the board of directors of Holdings by contract or otherwise.

“ Change in Law ” shall mean the occurrence, after the Closing Date, of any of the following: (a) the adoption or taking effect of any Applicable Law; (b) any change in any Applicable Law or in the administration, implementation, interpretation or application thereof by any Governmental Body; or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Body; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines, interpretations or directives thereunder or issued in connection therewith (whether or not having the force of Applicable Law) and (y) all requests, rules, regulations, guidelines, interpretations or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities (whether or not having the force of law), in each case pursuant to Basel III, shall in each case be deemed to be a Change in Law regardless of the date enacted, adopted, issued, promulgated or implemented.

“ Charges ” shall mean all taxes, charges, fees, imposts, levies or other assessments, including all net income, gross income, gross receipts, sales, use, ad valorem, value added,

transfer, franchise, profits, inventory, capital stock, license, withholding, payroll, employment, social security, unemployment, excise, severance, stamp, occupation and property taxes, custom duties, fees, assessments, liens, claims and charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts, imposed by any taxing or other authority, domestic or foreign, upon the Collateral or any Loan Party or any Restricted Subsidiary.

“ Closing Date ” shall mean August 8, 2014 or such other date as may be agreed to by the parties hereto.

“ COAC ” means Cerberus Operations and Advisory Company LLC, a Delaware limited liability company.

“ Code ” shall mean the Internal Revenue Code of 1986, as the same may be amended or supplemented from time to time, and any successor statute of similar import.

“ Collateral ” shall mean and include all right, title and interest of each Loan Party in all of the following property and assets of such Loan Party, in each case whether now existing or hereafter arising or created and whether now owned or hereafter acquired and wherever located:

(i) all accounts (but excluding any accounts which constitute proceeds of the Term Loan Priority Collateral, and excluding any accounts arising from any sale, lease or other disposition of, or any casualty or condemnation event in respect of, the Term Loan Priority Collateral), and to the extent not otherwise set forth in this definition, all Receivables (as such term is defined herein on the date hereof);

(ii) all Inventory (including rights in all returned or repossessed Inventory);

(iii) all chattel paper, instruments and document to the extent evidencing or substituted for or constituting proceeds of accounts, Receivables or Inventory, and all rights thereunder (but excluding any proceeds of the Term Loan Priority Collateral, including any chattel paper, instruments or documents arising from any sale, lease or other disposition or any casualty or condemnation event in respect of the Term Loan Priority Collateral);

(iv) any Lender-Provided Foreign Currency Hedges and Lender-Provided Interest Rate Hedges and all rights thereunder (but excluding any Foreign Currency Hedges and Interest Rate Hedges provided by the Term Loan Agent or any Term Loan Lender or other holder of the Term Loan Debt);

(v) cash (but excluding any identifiable proceeds of the Term Loan Priority Collateral);

(vi) all deposit accounts with any bank or other financial institution (other than the Term Loan Deposit Accounts) and all cash, cash equivalents (including all Cash Equivalents), financial assets, negotiable instruments and other evidence of payment, and other funds on deposit therein or credited thereto (but excluding any amounts therein constituting identifiable proceeds of the Term Loan Priority Collateral);

(vii) all payment intangibles arising from or relating to any of the foregoing (but excluding any proceeds of the Term Loan Priority Collateral);

(viii) to the extent evidencing, securing or otherwise relating to any of the items referred to in the preceding clauses (i) through (vii), all General Intangibles (excluding all present and future intellectual property rights); provided that to the extent any of the foregoing also relates to Term Loan Priority Collateral, only that portion related to the items referred to in the preceding clauses (i) through (vii) as being included in the Collateral shall be included in the Collateral;

(ix) to the extent arising from any of the items referred to in the preceding clauses (i) through (viii), all commercial tort claims; provided that to the extent any of the foregoing also relates to Term Loan Priority Collateral only that portion related to the items referred to in the preceding clauses (i) through (viii) as being included in the Collateral shall be included in the Collateral;

(x) all books and records, customer lists, credit files, accounting systems, computer files, programs, printouts and other computer materials and records related thereto solely to the extent evidencing or relating to any of the items referred to in the preceding clauses (i) through (ix) (but excluding any present and future intellectual property rights); provided that to the extent any of the foregoing also relates to Term Loan Priority Collateral only that portion related to the items referred to in the preceding clauses (i) through (ix) as being included in the Collateral shall be included in the Collateral;

(xi) all rights to business interruption insurance; and

(xii) to the extent not otherwise included in any of the clauses (i) through (xi) above, all supporting obligations (including letter-of-credit rights) and all proceeds (including, without limitation, all insurance proceeds, including proceeds of business interruption insurance and key man insurance) and products of any and all of the foregoing and all collateral security, guarantees, indemnities and warranties given by any Person with respect to any of the foregoing.

For the avoidance of doubt, the Collateral shall not include any of the Excluded Assets.

It is the intention of the parties that if Agent shall fail to have a perfected Lien in any particular assets of any Loan Party for any reason whatsoever (including by means of the provisions of the foregoing sentence or otherwise), but the provisions of this Agreement and/or of the Other Documents, together with all financing statements and other public filings relating to Liens filed or recorded by Agent against Loan Parties and their assets, would be sufficient to create a perfected Lien in any property or assets that such Loan Party may receive upon the sale, lease, license, exchange, transfer or disposition of such particular property or assets, then all such “proceeds” of such particular property or assets shall be included in the Collateral.

For the avoidance of doubt, as of the Closing Date, none of the Loan Parties has executed or delivered in favor of Agent a leasehold mortgage encumbering any of the Leasehold Interests and the execution of such leasehold mortgage is not a condition precedent under Section 8.1 hereof. In addition, none of the Loan Parties shall be required after the Closing Date to execute or deliver in favor of Agent any such leasehold mortgage.

“ Commitment Amount ” shall mean, (i) as to any Lender other than a New Lender, the Commitment amount (if any) set forth below such Lender’s name on the signature page hereto (or, in the case of any Lender that became party to this Agreement after the Closing Date pursuant to Section 16.3(c) or (d) hereof, the Commitment amount (if any) of such Lender as set forth in the applicable Commitment Transfer Supplement), and (ii) as to any Lender that is a New Lender, the Commitment amount provided for in the joinder signed by such New Lender under Section 2.24(a)(x), in each case as the same may be adjusted upon any increase by such Lender pursuant to Section 2.24 hereof, or any assignment by or to such Lender pursuant to Section 16.3(c) or (d) hereof.

“ Commitment Percentage ” shall mean (i) as to any Lender other than a New Lender, the Commitment Percentage (if any) set forth below such Lender’s name on the signature page hereof (or, in the case of any Lender that became party to this Agreement after the Closing Date pursuant to Section 16.3(c) or (d) hereof, the Commitment Percentage (if any) of such Lender as set forth in the applicable Commitment Transfer Supplement), and (ii) as to any Lender that is a New Lender, the Commitment Percentage provided for in the joinder signed by such New Lender under Section 2.24(a)(ix), in each case as the same may be adjusted upon any increase in the Maximum Revolving Advance Amount pursuant to Section 2.24 hereof, or any assignment by or to such Lender pursuant to Section 16.3(c) or (d) hereof.

“ Commitment Transfer Supplement ” shall mean a document in the form of Exhibit 16.3 hereto, properly completed and otherwise in form and substance satisfactory to Agent by which the Purchasing Lender purchases and assumes a portion of the obligation of Lenders to make Advances under this Agreement.

“ Compliance Certificate ” shall mean a compliance certificate substantially in the form attached hereto as Exhibit 1.2(a) to be signed by the Chief Financial Officer or Controller of Borrowing Agent, which shall state that, based on an examination sufficient to permit such officer to make an informed statement, no Default or Event of Default exists, or if such is not the case, specifying such Default or Event of Default, its nature, when it occurred, whether it is continuing and the steps being taken by Borrowers with respect to such default and, such certificate shall have appended thereto calculations or confirmations which set forth the Loan Parties’ and the Restricted Subsidiaries’ compliance with the requirements or restrictions imposed by Sections 6.5, 6.10, 7.4, 7.5, 7.6, 7.7 and 7.8.

“ Consents ” shall mean all filings and all licenses, permits, consents, approvals, authorizations, qualifications and orders of Governmental Bodies and other third parties, domestic or foreign, necessary to carry on Holdings’, any Borrower’s or any of their Restricted Subsidiaries’ business or necessary (including to avoid a conflict or breach under any agreement, instrument, other document, license, permit or other authorization) for the execution, delivery or performance of this Agreement, the Other Documents and the Term Loan Documents including any Consents required under all applicable federal, state or other Applicable Law.

“ Consigned Inventory ” shall mean Inventory of any Borrower that is in the possession of another Person on a consignment, sale or return, or other basis that does not constitute a final sale and acceptance of such Inventory.

“ Controlled Group ” shall mean, at any time, Holdings, each Borrower, their Restricted Subsidiaries and all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control and all other entities which, together with any Borrower, are treated as a single employer under Section 414 of the Code.

“ Covered Entity” shall mean (a) each Borrower, each of Borrower’s Subsidiaries, all Guarantors and all pledgors of Collateral and (b) each Person that, directly or indirectly, is in control of a Person described in clause (a) above. For purposes of this definition, control of a Person shall mean the direct or indirect (x) ownership of, or power to vote, 25% or more of the issued and outstanding equity interests having ordinary voting power for the election of directors of such Person or other Persons performing similar functions for such Person, or (y) power to direct or cause the direction of the management and policies of such Person whether by ownership of equity interests, contract or otherwise.

“ Covenant Trigger Event ” means that Undrawn Availability on any day is less than or equal to 25% of the Aggregate Commitment Amounts. For purposes hereof, the occurrence of a Covenant Trigger Event shall be deemed to be continuing until Undrawn Availability is greater than 25% of the Aggregate Commitment Amounts for thirty (30) consecutive days, after which 30-day period a Covenant Trigger Event shall no longer be deemed to be continuing for purposes of this Agreement.

“ Cumulative Credit ” means, at any date, an amount, determined on a cumulative basis equal to, without duplication:

(a) the Cumulative Retained Excess Cash Flow Amount (as defined in the Term Loan Agreement as in effect on the date hereof) at such time, plus

(b) the cumulative amount of cash and Cash Equivalent proceeds from the sale of Qualified Equity Interests of any Borrower or Equity Interests of any direct or indirect Parent of any Borrower after the Closing Date and on or prior to such time (including upon exercise of warrants or options) (other than any amount used for an Equity Cure) which proceeds have been contributed as common equity to the capital of any Borrower (so long as no portion of the purchase price for such Qualified Equity Interests was paid directly with the proceeds of any Revolver Advance), plus

(c) an amount equal to any returns in cash and Cash Equivalents (including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts) actually received by any Borrower or any Restricted Subsidiary in respect of any investments, advances, loans or extensions of credit made pursuant to Section 7.4(g) and 7.5(e) (so long as no portion of any such return was paid directly with the proceeds of any Revolver Advance), plus

(d) any Retained Declined Proceeds (as defined in the Term Loan Agreement) not used to optionally prepay the Notes pursuant to Section 2.4(a) of the Term Loan Agreement or otherwise applied, plus

(e) the proceeds of Qualified Subordinated Indebtedness received by any Borrower, minus

(f) any amount of the Cumulative Credit used to make distributions pursuant to Section 7.7(iv) after the Closing Date and prior to such time, minus

“ Current Assets ” shall mean, as at any date of determination, the total assets of Borrowers and its Restricted Subsidiaries (other than cash and cash equivalents) which may properly be classified as current assets on a consolidated balance sheet of Borrowers and its Restricted Subsidiaries in accordance with GAAP.

“ Current Liabilities ” shall mean, as at any date of determination, the total liabilities of Borrowers and its Restricted Subsidiaries which may properly be classified as current liabilities (other than the current portion of any long term indebtedness) on a consolidated balance sheet of Borrowers and its Restricted Subsidiaries in accordance with GAAP.

“ Custome r” shall mean and include the account debtor with respect to any Receivable and/or the prospective purchaser of goods, services or both with respect to any contract or contract right, and/or any party who enters into or proposes to enter into any contract or other arrangement with any Loan Party, pursuant to which such Loan Party is to deliver any personal property or perform any services.

“ Customer Real Property ” shall have the meaning set forth in Section 4.19(a) hereof.

“ Customs ” shall have the meaning set forth in Section 2.11(b) hereof.

“ Daily LIBOR Rate ” shall mean, for any day, the rate per annum determined by Agent by dividing (x) the Published Rate by (y) a number equal to 1.00 minus the Reserve Percentage.

“ Debt Payments ” means the sum, determined on a consolidated basis, of (a) interest expense to the extent actually paid in cash, including any interest charges to Borrowers’ Account plus (b) scheduled payments of principal on Indebtedness (excluding in respect of any Attributable Indebtedness but including, whether or not accounted for as a scheduled payment, cash payments made in respect of Earnouts (other than any Ultra Tech Earnout Payment).

“ Default ” shall mean an event, circumstance or condition which, with the giving of notice or passage of time or both, would constitute an Event of Default.

“ Default Rate ” shall have the meaning set forth in Section 3.1 hereof.

“ Defaulting Lender ” shall have the meaning set forth in Section 2.23(a) hereof.

“ Depository Accounts ” shall have the meaning set forth in Section 4.15(h) hereof.

“ Designated Lender ” shall have the meaning set forth in Section 16.2(b) hereof.

“ Disqualified Equity Interests ” shall mean any Equity Interest that, by its terms (or by the terms of any security or other Equity Interests into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily redeemable (other than solely for Qualified Equity Interests), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Obligations that are accrued and payable), (b) is redeemable at the option of the holder thereof (other than solely for Qualified Equity Interests and other than as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Obligations that are accrued and payable), in whole or in part, (c) provides for the scheduled payments of dividends in cash prior to the repayment in full of the Obligations that are accrued and payable, or (d) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the date that is ninety-one (91) days after the last day of the Term at the time of issuance of such Equity Interests.

“ Documents ” shall have the meaning set forth in Section 8.1(c) hereof.

“ Dollar ” and the sign “ $ ” shall mean lawful money of the United States of America.

“ Domestic Rate Loan ” shall mean any Advance that bears interest based upon the Alternate Base Rate.

“ Domestic Subsidiary ” shall mean any Subsidiary that is organized under the laws of the United States, any state thereof or the District of Columbia.

“ Drawing Date ” shall have the meaning set forth in Section 2.12(b) hereof.

“ Early Termination Date ” shall have the meaning set forth in Section 13.1 hereof.

“ Earnings Before Interest and Taxes ” shall mean for any period the sum of (a) net income (or loss) of Borrowers on a Consolidated Basis for such period, plus (b) without duplication and to the extent reflected in arriving at such net income (or loss) the sum of (i) all interest expense, minus all interest income earned, in each case of or by Borrowers on a Consolidated Basis for such period, (ii) all charges against income of Borrowers on a Consolidated Basis for such period for federal, state and local taxes, (iii) all extraordinary, unusual or non-recurring losses or

charges (including severance, relocation, restructuring, litigation settlements or losses and fees and expenses incurred in connection with the commencement of operations or a new business of any Borrower or any of their Restricted Subsidiaries), provided , that the aggregate amount of losses or charges added back pursuant to this clause (iii) for any fiscal year, together with the aggregate amount of pro forma adjustments in the form of cost savings, operating expense reductions or synergies increasing EBITDA for purposes of any pro forma calculation under this Agreement for such fiscal year, shall not exceed (w) $15,000,000 for the fiscal year ending December 31, 2014, (x) $12,000,000 for the fiscal year ending December 31, 2015, (y) $12,000,000 for the fiscal year ending December 31, 2016 and (z) $10,000,000 for each fiscal year ending after December 31, 2016, (iv) all losses realized upon the disposition of assets outside of the Ordinary Course of Business, (v) all losses attributable to the early extinguishment of Indebtedness or acquisition accounting (the effect of any non-cash items resulting from any amortization, write-down or write-off of assets (including intangible assets, goodwill and deferred financing costs), including in connection with any Permitted Acquisition), and (vi) all non-cash compensation charges, including any such charges arising from stock options, restricted stock grants or other equity incentive programs less (c) the sum of (i) all extraordinary, unusual or non-recurring gains, (ii) all gains realized upon the disposition of assets outside of the Ordinary Course of Business, and (iii) all income attributable to the early extinguishment of Indebtedness or acquisition accounting (the effect of any non-cash items resulting from any amortization, write-up of assets (including intangible assets, goodwill and deferred financing costs), including in connection with the transactions contemplated by this Agreement or any Permitted Acquisition).

“ Effective Date ” means the date indicated in a document or agreement to be the date on which such document or agreement becomes effective, or, if there is no such indication, the date of execution of such document or agreement.

“ Eligible Contract Participant ” shall mean an “eligible contract participant” as defined in the CEA and regulations thereunder.

“ Eligible Inventory ” shall mean and include Inventory, excluding work in process, with respect to each Borrower, valued at the lower of cost or market value, determined on a first-in-first-out basis, or on an average cost basis, as Borrowers may elect (subject to the requirements with respect to such election set forth in Section 1.4 hereof), which is not, in Agent’s opinion, exercised in its Permitted Discretion, obsolete, slow moving or unmerchantable and which Agent in its Permitted Discretion shall not deem ineligible Inventory, based on such considerations as Agent may from time to time deem appropriate including whether the Inventory is subject to a perfected, first priority security interest in favor of Agent and no other Lien (other than a Permitted Encumbrance). In addition, Inventory shall not be Eligible Inventory if it (a) does not conform to all standards imposed by any Governmental Body which has regulatory authority over such goods or the use or sale thereof, (b) is in transit, other than Inventory that is in transit (i) between locations of the Borrowers or (ii) from a vendor located in the United States to a Borrower, so long as title to such in transit Inventory has passed to such Borrower, (c) is located outside the continental United States or at a location that is not otherwise in compliance with this Agreement, (d) constitutes Consigned Inventory, (e) is subject to a License Agreement or other agreement that limits, conditions or restricts any Borrower’s or Agent’s right to sell or otherwise dispose of such Inventory, unless Agent is a party to a Licensor/Agent Agreement with the Licensor under such License Agreement; or (f) is situated at a location not owned by a Borrower unless the owner or occupier of such location has executed in favor of Agent a Lien Waiver Agreement, other than Inventory temporarily stored at a Customer location in connection with the providing of services to such Customer.

“ Eligible Receivables ” shall mean and include with respect to each Borrower, each Receivable of such Borrower arising in the Ordinary Course of Business and which Agent, in its judgment, exercised in its Permitted Discretion, shall not deem to be excluded as ineligible by virtue of one or more of the excluding criteria set forth below. A Receivable shall not be eligible unless such Receivable is subject to Agent’s first priority perfected security interest and no other Lien (other than Permitted Encumbrances), and is evidenced by an invoice or other documentary evidence satisfactory to Agent in its Permitted Discretion. In addition, no Receivable shall be an Eligible Receivable if:

(a) it arises out of a sale made by any Borrower to an Affiliate of any Borrower or to a Person controlled by an Affiliate of any Borrower;

(b) it is due and unpaid more than sixty (60) days after the due date or ninety (90) days after the original invoice date;

(c) fifty percent (50%) or more of the Receivables from a referenced Customer are deemed ineligible hereunder, provided that such percentage may, in Agent’s Permitted Discretion be increased or decreased from time to time;

(d) any representation or warranty contained in this Agreement with respect to such Receivable has been breached, or any covenant contained in this Agreement with respect to such Receivables has been breached (after giving effect to any applicable grace period (if any) applicable to such covenant under Section 10.5 hereof) and the resultant Event of Default has not been waived;

(e) the Customer shall (i) apply for, suffer, or consent to the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its property, (ii) admit in writing its inability, or be generally unable, to pay its debts as they become due or cease operations of its present business or call a meeting of its creditors for the purposes of restructuring or reorganizing its debts generally, (iii) make a general assignment for the benefit of creditors, (iv) commence a voluntary case or proceeding under any state or federal bankruptcy laws (as now or hereafter in effect), (v) be adjudicated a bankrupt or insolvent, (vi) file a petition seeking to take advantage of any other law providing for the relief of debtors, (vii) acquiesce to, or fail to have dismissed, any petition which is filed against it in any involuntary case under such bankruptcy laws, or (viii) take any action for the purpose of effecting any of the foregoing;

(f) the sale is to a Customer with an office outside the continental United States of America, unless the sale is on letter of credit, guaranty or acceptance terms, in each case acceptable to Agent in its Permitted Discretion;

(g) the sale to the Customer is on a bill-and-hold, guaranteed sale, sale-and-return, sale on approval, consignment or any other repurchase or return basis or is evidenced by chattel paper with respect to which Agent does not have a perfected first priority security interest;

(h) Agent believes, in its Permitted Discretion, that collection of such Receivable is insecure or that such Receivable may not be paid, in either case by reason of the Customer’s financial inability to pay;

(i) the Customer is the United States of America, any state or any department, agency or instrumentality of any of them, unless the applicable Borrower assigns its right to payment of such Receivable to Agent pursuant to the Assignment of Claims Act of 1940, as amended (31 U.S.C. Sub-Section 3727 et seq. and 41 U.S.C. Sub-Section 15 et seq.) or has otherwise complied with other applicable statutes or ordinances;

(j) the goods giving rise to such Receivable have not been delivered to and accepted by the Customer or the services giving rise to such Receivable have not been performed by the applicable Borrower or accepted by the Customer or the Receivable otherwise does not represent a final sale;

(k) the Receivables of the Customer exceed a credit limit determined by Agent, in its Permitted Discretion and reasonably taking into account the credit and financial circumstances of the Customer, to the extent such Receivable exceeds such limit;

(l) the Receivable is subject to any offset, deduction, defense, dispute, or counterclaim (to the extent of such offset, deduction, defense, dispute or counterclaim), or the Customer is also a creditor or supplier of a Borrower (to the extent of any amounts owed by such Borrower to such Customer as a creditor or supplier), or the obligations of the Customer to make payment with respect to such Receivable is otherwise contingent, unliquidated or unfixed (but only to the extent of such contingency);

(m) the applicable Borrower has made any agreement with the applicable Customer for any deduction therefrom for prompt payment, except for discounts or allowances made in the Ordinary Course of Business, all of which discounts or allowances are reflected in the calculation of the face value of each respective invoice related thereto;

(n) any return, rejection or repossession of the merchandise has occurred or the rendition of services has been disputed;

(o) such Receivable is not payable to a Borrower; or

(p) such Receivable is not otherwise satisfactory to Agent as determined by Agent in the exercise of its Permitted Discretion.

“ Eligibility Date ” shall mean, with respect to each Borrower and Guarantor and each CEA Swap, the date on which this Agreement or any Other Document becomes effective with respect to such CEA Swap (for the avoidance of doubt, the Eligibility Date shall be the Effective Date of such CEA Swap if this Agreement or any Other Document is then in effect with respect to such Borrower or Guarantor, and otherwise it shall be the Effective Date of this Agreement and/or such Other Document(s) to which such Borrower or Guarantor is a party).

“ Environmental Complaint ” shall have the meaning set forth in Section 4.19(d) hereof.

“ Equity Cure ” shall have the meaning set forth in Section 11.5.

“ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time and the rules and regulations promulgated thereunder.

“ Eurodollar Rate ” shall mean for any Eurodollar Rate Loan for the then current Interest Period relating thereto, the interest rate per annum determined by Agent by dividing (the resulting quotient rounded upwards, if necessary, to the nearest 1/100th of 1% per annum) (a) the rate which appears on the Bloomberg Page BBAM1 (or on such other substitute Bloomberg page that displays rates at which US dollar deposits are offered by leading banks in the London interbank deposit market), or the rate which is quoted by another source selected by Agent as an authorized information vendor for the purpose of displaying rates at which U.S. dollar deposits are offered by leading banks in the London interbank deposit market (an “ Alternate Source ”), at approximately 11:00 a.m., London time, two (2) Business Days prior to the commencement of such Interest Period as the London interbank offered rate for U.S. Dollars for an amount comparable to such Eurodollar Rate Loan and having a borrowing date and a maturity comparable to such Interest Period (or if there shall at any time, for any reason, no longer exist a Bloomberg Page BBAM1 (or any substitute page) or any Alternate Source, a comparable replacement rate determined by Agent at such time (which determination shall be conclusive absent manifest error)), by (b) a number equal 1.00 minus the Reserve Percentage. The Eurodollar Rate may also be expressed by the following formula:


		Average of London interbank offered rates quoted by Bloomberg or appropriate Successor as shown on

Eurodollar Rate =		Bloomberg Page BBAM1 1.00 - Reserve Percentage

“ Eurodollar Rate Loan ” shall mean an Advance at any time that bears interest based on the Eurodollar Rate.

“ Event of Default ” shall have the meaning set forth in Article X hereof.

“ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended.

“ Excluded Account ” shall have the meaning specified therefor in Section 4.15(j).

“ Excluded Assets ” shall mean (a) assets if the granting of a security interest in such asset would (I) be prohibited by Applicable Law (but proceeds and receivables thereof, the assignment of which is expressly deemed effective under the UCC, shall not be deemed excluded from the Collateral regardless such prohibition), or (II) be prohibited by contract (except to the extent such prohibition is overridden by UCC Section 9-408) (but proceeds and receivables thereof shall not be deemed to be excluded from the Collateral regardless of such prohibition), in each case unless and until such prohibition is no longer in effect, (b) Equity Interests of any Borrower or its Restricted Subsidiaries or any Unrestricted Subsidiary or of any Subsidiary not constituting a Material Subsidiary, (c) any property and assets, the pledge of which would require approval, license or authorization of any Governmental Body, unless and until such consent, approval, license or authorization shall have been obtained or waived, (d) any intent-to-use Trademark applications for which no statement of use has been filed and accepted by the United States Patent and Trademark Office, (e) any Excluded Account and (f) assets in circumstances where Agent reasonably determines that the cost, burden or consequences (including adverse tax consequences) of obtaining or perfecting a security interest in such assets is excessive in relation to the practical benefit afforded thereby.

“ Excluded Hedge Liability or Liabilities ” shall mean, with respect to each Borrower and Guarantor, each of its CEA Swap Obligations if, and only to the extent that, all or any portion of this Agreement or any Other Document that relates to such CEA Swap Obligation is or becomes illegal under the CEA, or any rule, regulation or order of the CFTC, solely by virtue of such Borrower’s and/or Guarantor’s failure to qualify as an Eligible Contract Participant on the Eligibility Date for such CEA Swap. Notwithstanding anything to the contrary contained in the foregoing or in any other provision of this Agreement or any Other Document, the foregoing is subject to the following provisos: (a) if a CEA Swap Obligation arises under a master agreement governing more than one CEA Swap, this definition shall apply only to the portion of such CEA Swap Obligation that is attributable to CEA Swap for which such guaranty or security interest is or becomes illegal under the CEA, or any rule, regulations or order of the CFTC, solely as a result of the failure by such Borrower or Guarantor for any reason to qualify as an Eligible Contract Participant on the Eligibility Date for such CEA Swap; (b) if a guarantee of a CEA Swap Obligation would cause such obligation to be an Excluded Hedge Liability but the grant of a security interest would not cause such obligation to be an Excluded Hedge Liability, such CEA Swap Obligation shall constitute an Excluded Hedge Liability for purposes of the guaranty but not for purposes of the grant of the security interest; and (c) if there is more than one Borrower or Guarantor executing this Agreement or the Other Documents and a CEA Swap Obligation would be an Excluded Hedge Liability with respect to one or more of such Persons, but not all of them, the definition of Excluded Hedge Liability or Liabilities with respect to each such Person shall only be deemed applicable to (i) the particular CEA Swap Obligations that constitute Excluded Hedge Liabilities with respect to such Person, and (ii) the particular Person with respect to which such CEA Swap Obligations constitute Excluded Hedge Liabilities.

“ Existing Credit Facilities ” shall mean (i) the credit facility established by the Amended and Restated Purchase Agreement, dated as of March 4, 2011, by and among Borrowers, Keane Frac GP, Shawn Keane, Kevin Keane, Timothy Keane, Brian Keane, KSD Newco Corporation, Keane Brothers L.P., Jacquelyn Keane, Cindy Keane, KG Fracing Acquisition Corp. and S & K Management Services, LLC; (ii) the subordinated loan, dated as of June 6, 2014, made by the equity holders of Holdings to Holdings, in the original aggregate principal amount of $20,000,000 and (iii) the term loan under the Original Agreement, in the original principal amount of $45,000,000.

“ FASB ASC ” means the Accounting Standards Codification of the Financial Accounting Standards Board.

“ FATCA ” shall mean Sections 1471 through 1474 of the Code, as of the date of this Agreement and any current or future regulations or official interpretations thereof.

“ Federal Funds Effective Rate ” for any day shall mean the rate per annum (based on a year of 360 days and actual days elapsed and rounded upward to the nearest 1/100 of 1%) announced by the Federal Reserve Bank of New York (or any successor) on such day as being the weighted average of the rates on overnight federal funds transactions arranged by federal funds brokers on the previous trading day, as computed and announced by such Federal Reserve Bank (or any successor) in substantially the same manner as such Federal Reserve Bank computes and announces the weighted average it refers to as the “Federal Funds Effective Rate” as of the date of this Agreement; provided, if such Federal Reserve Bank (or its successor) does not announce such rate on any day, the “Federal Funds Effective Rate” for such day shall be the Federal Funds Effective Rate for the last day on which such rate was announced.

“ Federal Funds Open Rate ” for any day shall mean the rate per annum (based on a year of 360 days and actual days elapsed) which is the daily federal funds open rate as quoted by ICAP North America, Inc. (or any successor) as set forth on the Bloomberg Screen BTMM for that day opposite the caption “OPEN” (or on such other substitute Bloomberg Screen that displays such rate), or as set forth on such other recognized electronic source used for the purpose of displaying such rate as selected by PNC (an “ Alternate Source ”) (or if such rate for such day does not appear on the Bloomberg Screen BTMM (or any substitute screen) or on any Alternate Source, or if there shall at any time, for any reason, no longer exist a Bloomberg Screen BTMM (or any substitute screen) or any Alternate Source, a comparable replacement rate determined by the PNC at such time in PNC’s reasonable business judgment (which determination shall be conclusive absent manifest error); provided however , that if such day is not a Business Day, the Federal Funds Open Rate for such day shall be the “open” rate on the immediately preceding Business Day. If and when the Federal Funds Open Rate changes, the rate of interest with respect to any advance to which the Federal Funds Open Rate applies will change automatically without notice to the Borrowers, effective on the date of any such change.

“ Fixed Charge Coverage Ratio ” shall mean and include, with respect to any fiscal period, the ratio of (a) (i) the sum of EBITDA for such period, (ii) minus Unfunded Capital Expenditures made during such period, (iii) minus (and, for avoidance of doubt, without duplication of any of the following) distributions (including tax distributions) and dividends pursuant to Section 7.7 made in cash during such period, (iv) minus cash taxes paid during such period and (v) minus cash payments made in respect of Attributable Indebtedness to (b) all Debt Payments, the Consolidated Parent on a Consolidated Basis. For purposes of calculating the Fixed Charge Coverage Ratio (and Debt Payments), such calculation shall be made on a pro forma basis so as to give effect to any Permitted Acquisitions which have been consummated and any Permitted Indebtedness (including for the avoidance of doubt the incurrence of Indebtedness under this Agreement and the Term Loan Agreement on the Closing Date) which shall have been incurred, in each case during the relevant fiscal period as if such consummation or incurrence had occurred on the first day of such period.

“ Foreign Currency Hedge ” shall mean any foreign exchange transaction, including spot and forward foreign currency purchases and sales, listed or over-the-counter options on foreign currencies, non-deliverable forwards and options, foreign currency swap agreements, currency exchange rate price hedging arrangements, and any other similar transaction providing for the purchase of one currency in exchange for the sale of another currency entered into by any Borrower, Guarantor and/or any of their respective Subsidiaries.

“ Foreign Currency Hedge Liabilities ” shall have the meaning assigned in the definition of Lender-Provided Foreign Currency Hedge.

“ Foreign Subsidiary ” of any Person, shall mean any Subsidiary of such Person that is not thereof Domestic Subsidiary.

“ Formula Amount ” shall have the meaning set forth in Section 2.1(a) hereof.

“ Frac ND ” shall mean Keane Frac ND, a Delaware limited liability company and a Borrower.

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

“ General Intangibles ” shall mean and include as to each Borrower all of such Borrower’s general intangibles, whether now owned or hereafter acquired, including all payment intangibles, all choses in action, causes of action, corporate or other business records, inventions, designs, patents, patent applications, equipment formulations, manufacturing procedures, quality control procedures, trademarks, trademark applications, service marks, trade secrets, goodwill, copyrights, design rights, software, computer information, source codes, codes, records and updates, registrations, licenses, franchises, customer lists, tax refunds, tax refund claims, computer programs, all claims under guaranties, security interests or other security held by or granted to such Borrower to secure payment of any of the Receivables by a Customer (other than to the extent covered by Receivables) all rights of indemnification and all other intangible property of every kind and nature (other than Receivables).

“ Governmental Acts ” shall have the meaning set forth in Section 2.17 hereof.

“ Governmental Body ” shall mean any nation or government, any state or other political subdivision thereof or any entity, authority, agency, division or department exercising the executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to a government (including any supra-national bodies such as the European Union or the European Central Bank) and any group or body charged with setting financial accounting or regulatory capital rules or standards (including, without limitation, the Financial Accounting Standards Board, the Bank for International Settlements or the Basel Committee on Banking Supervision or any successor or similar authority to any of the foregoing).

“ Guarantor ” shall mean Intermediate Holdco II, Keane Frac GP, each Restricted Subsidiary of each Borrower that is not an Excluded Subsidiary, including those Subsidiaries that are listed on Schedule 1.4 hereto and any other Person who may hereafter guarantee payment or performance of the whole or any part of the Obligations and “Guarantors” means collectively all such Persons. Any Restricted Subsidiary that is a borrower, a guarantor, or otherwise is an obligor under, or has granted a Lien on its assets as credit support for, the Term Loan Facility will also be a Guarantor.

“ Guarantor Security Agreement ” shall mean any security agreement executed by any Guarantor in favor of Agent securing the Obligations or the Guaranty of such Guarantor, in form and substance satisfactory to Agent.

“ Guaranty ” shall mean any guaranty of the Obligations executed by a Guarantor in favor of Agent for its benefit and for the ratable benefit of Lenders, in form and substance satisfactory to Agent.

“ Hazardous Discharge ” shall have the meaning set forth in Section 4.19(d) hereof.

“ Hedge Liabilities ” shall mean collectively, the Foreign Currency Hedge Liabilities and the Interest Rate Hedge Liabilities.

“ Holdings ” shall mean KGH Intermediate Holdco I, LLC, a Delaware limited liability company.

“ Increased Tax Burden ” shall mean the additional federal, state or local taxes assumed to be payable by a (direct or indirect) member or partner of any of the Loan Parties and the Restricted Subsidiaries as a result of such Loan Party’s or such Restricted Subsidiary’s status as a limited liability company or limited partnership as evidenced and substantiated by the tax returns filed by such Loan Party or such Restricted Subsidiary as a limited liability company or limited partnership, as the case may be, with such taxes being calculated for all (direct or indirect) members and partners, as the case may be, at the highest effective marginal combined U.S. federal, state and local income tax rate or rates applicable to any such member or partner, taking into account the character of the items of income, gain, loss or deduction allocated to such member or partner, as the case may be.

“ Increasing Lender ” shall have the meaning set forth in Section 2.24(a) hereof.

“ Ineligible Security ” shall mean any security which may not be underwritten or dealt in by member banks of the Federal Reserve System under Section 16 of the Banking Act of 1933 (12 U.S.C. Section 24, Seventh), as amended.

“ Intellectual Property ” shall mean property constituting under any Applicable Law a patent, patent application, copyright, copyright application, trademark, trademark application, service mark, trade name, mask work, trade secret or license or other right to use any of the foregoing.

“ Intercreditor Agreement ” shall mean that certain Intercreditor Agreement dated as of the Closing Date among Agent, Borrowers, Term Loan Agent and the Term Loan Lenders, as the same may be amended, restated, modified, substituted, replaced or supplemented from time to time with the consent of the Agent, Term Loan Agent, the Term Loan Lenders, and, in the case of any amendment or other foregoing modification which is adverse in any material respect to the Borrowers, the Borrowers.

“ Intermediate Holdco II ” shall mean KGH Intermediate Holdco II, LLC, a Delaware limited liability company.

“ Interest Period ” shall mean the period provided for any Eurodollar Rate Loan pursuant to Section 2.2(b) hereof.

“ Interest Rate Hedge ” shall mean an interest rate exchange, collar, cap, swap, floor, adjustable strike cap, adjustable strike corridor, cross-currency swap or similar agreements entered into by any Borrower, Guarantor and/or their respective Subsidiaries in order to provide protection to, or minimize the impact upon, such Borrower, any Guarantor and/or their respective Subsidiaries of increasing floating rates of interest applicable to Indebtedness.

“ Interest Rate Hedge Liabilities ” shall have the meaning assigned in the definition of Lender-Provided Interest Rate Hedge.

“ Internally Generated Funds ” means, with respect to any Person, funds of such Person and its Restricted Subsidiaries not constituting (x) proceeds of the issuance of (or contributions in respect of) Equity Interests of such Person, (y) proceeds of the incurrence of Indebtedness (other than the incurrence of extensions of credit hereunder or any other revolving credit or similar facility) by such Person or any of its Restricted Subsidiaries (including, for the avoidance of doubt, proceeds received in connection with a Capitalized Lease or Sale-Leaseback Transaction) or (z) proceeds of sales, dispositions or Casualty Events (other than ordinary course dispositions of Inventory or Receivables).

“ Inventory ” shall mean and include as to each Loan Party all of such Loan Party’s now owned or hereafter acquired goods, merchandise and other personal property, wherever located, to be furnished under any consignment arrangement, contract of service or held for sale or lease, all raw materials, work in process, finished goods and materials and supplies of any kind, nature or description which are or might be used or consumed in such Loan Party’s business or used in selling or furnishing such goods, merchandise and other personal property, and all documents of title or other documents representing them.

“ Inventory Advance Rate ” shall have the meaning set forth in Section 2.1(a)(y)(ii) hereof.

“ Inventory NOLV Advance Rate ” shall have the meaning set forth in Section 2.1(a)(y)(ii) hereof.

“ Investment Property ” shall mean and include as to each Loan Party, all of such Loan Party’s now owned or hereafter acquired securities (whether certificated or uncertificated), securities entitlements, securities accounts, commodities contracts and commodities accounts.

“ Issuer ” shall mean any Person who issues a Letter of Credit and/or accepts a draft pursuant to the terms hereof.

“ Keane Completions ” shall mean Keane Completions CN Corp., a corporation organized under the laws of British Columbia.

“ Keane Completions Lease Guaranty” shall mean any agreement by any Loan Party or any Restricted Subsidiary pursuant to which such Loan Party or such Restricted Subsidiary shall have guaranteed, or otherwise agreed to be liable for, the payment when due and performance of the obligations of Keane Completions arising under any real property lease to which Keane Completions is a party as lessee or tenant.

“ Keane Frac GP ” means Keane Frac GP, LLC, a Delaware limited liability company.

“ Keane Texas ” shall mean Keane Frac TX, LLC, a Delaware limited liability company and a Borrower.

“ KGH ” shall mean Keane Group Holdings, LLC, a Delaware limited liability company.

“ Leasehold Interests ” shall mean all of each Loan Party’s right, title and interest in and to, and as lessee, of the premises identified on Schedule 4.5 hereto.

“ Lender ” and “ Lenders ” shall have the meaning ascribed to such term in the preamble to this Agreement and shall include each Person which becomes a transferee, successor or assign of any Lender.

“ Lender Default ” shall have the meaning set forth in Section 2.23(a) hereof.

“ Lender-Provided Foreign Currency Hedge ” shall mean a Foreign Currency Hedge which is provided by any Lender or Agent or any Affiliate of any Lender or Agent and for which such Lender (if it is not that the Agent) or Affiliate of such Lender confirms to Agent in writing prior to the execution thereof that it: (a) is documented in a standard International Swap Dealers Association, Inc. Master Agreement or another reasonable and customary manner; (b) provides for the method of calculating the reimbursable amount of the provider’s credit exposure in a reasonable and customary manner; and (c) is entered into for hedging (rather than speculative) purposes. The liabilities owing to the provider of any Lender-Provided Foreign Currency Hedge (the “ Foreign Currency Hedge Liabilities ”) by any Borrower, Guarantor, or any of their respective Subsidiaries that is party to such Lender-Provided Foreign Currency Hedge shall, for purposes of this Agreement and all Other Documents be “Obligations” of such Person and of each other Borrower and Guarantor, be guaranteed obligations under any Guaranty and secured obligations under any Guarantor Security Agreement, as applicable, and otherwise treated as

Obligations for purposes of the Other Documents, except to the extent constituting Excluded Hedge Liabilities of such Person. The Liens securing the Foreign Currency Hedge Liabilities shall be pari passu with the Liens securing all other Obligations under this Agreement and the Other Documents, subject to the express provisions of Section 11.6 hereof.

“ Lender-Provided Interest Rate Hedge ” shall mean an Interest Rate Hedge which is provided by any Lender or Agent or any Affiliate of any Lender or Agent and for which such Lender (if it is not that the Agent) or Affiliate of such Lender confirms to Agent in writing prior to the execution thereof that it: (a) is documented in a standard International Swap Dealers Association, Inc. Master Agreement or another reasonable and customary manner; (b) provides for the method of calculating the reimbursable amount of the provider’s credit exposure in a reasonable and customary manner; and (c) is entered into for hedging (rather than speculative) purposes. The liabilities owing to the provider of any Lender-Provided Interest Rate Hedge (the “ Interest Rate Hedge Liabilities ”) by any Borrower, Guarantor, or any of their respective Subsidiaries that is party to such Lender-Provided Interest Rate Hedge shall, for purposes of this Agreement and all Other Documents be “Obligations” of such Person and of each other Borrower and Guarantor, be guaranteed obligations under any Guaranty and secured obligations under any Guarantor Security Agreement, as applicable, and otherwise treated as Obligations for purposes of the Other Documents, except to the extent constituting Excluded Hedge Liabilities of such Person. The Liens securing the Hedge Liabilities shall be pari passu with the Liens securing all other Obligations under this Agreement and the Other Documents, subject to the express provisions of Section 11.6 hereof.

“ Letter of Credit Application ” shall have the meaning set forth in Section 2.10 hereof.

“ Letter of Credit Borrowing ” shall have the meaning set forth in Section 2.12(d) hereof.

“ Letter of Credit Fees ” shall have the meaning set forth in Section 3.2 hereof.

“ Letter of Credit Sublimit ” shall mean $10,000,000.

“ Letters of Credit ” shall have the meaning set forth in Section 2.9 hereof.

“ Leverage Ratio ” shall mean, as of any date, the ratio of (a) Total Net Debt outstanding on such date to (b) EBITDA for the preceding period of four fiscal quarters ending closest to such date, all calculated for the Borrowers on a Consolidated Basis. Solely for purposes of calculating the Leverage Ratio, EBITDA shall be calculated on a pro forma basis so as to give effect to any Permitted Acquisition which shall have been consummated in accordance with the definition thereof during such period of four fiscal quarters as if such consummation had occurred on the first day of such period.

“ License Agreement ” shall mean any written agreement between any Borrower and a Licensor pursuant to which such Borrower is authorized to use any Intellectual Property in connection with the manufacturing, marketing, sale or other distribution of any Inventory of such Borrower or otherwise in connection with such Borrower’s business operations (other than any off-the-shelf, shrinkwrap or other generally and commercially available pre-packaged software products or licenses).

“ Licensor ” shall mean any Person from whom any Borrower obtains the right to use pursuant to a License Agreement (whether on an exclusive or non-exclusive basis) any Intellectual Property in connection with such Borrower’s manufacture, marketing, sale or other distribution of any Inventory or otherwise in connection with such Borrower’s business operations.

“ Licensor/Agent Agreement ” shall mean an agreement between Agent and a Licensor, in form and content satisfactory to Agent in its Permitted Discretion, by which Agent is given the right, vis-a-vis such Licensor, to enforce Agent’s Liens with respect to and to dispose of any Borrower’s Inventory with the benefit of any Intellectual Property applicable thereto, irrespective of such Borrower’s default under any License Agreement with such Licensor.

“ Liquidity ” at a particular date shall mean an amount equal to (a) Undrawn Availability as of such date plus (b) the aggregate amount of unrestricted cash and Cash Equivalents of Borrowers on deposit as of such date in any and all bank accounts owned by any Borrower and maintained with PNC or any of its Affiliates.

“ Loan Parties ” shall mean collectively (a) the Borrowers and (b) each other Guarantor (each, a “ Loan Party ”).

“ Material Adverse Effect ” shall mean a material adverse effect on (a) the financial condition, results of operations, assets, business or properties of Borrowers on a Consolidated Basis, (b) any Loan Party’s ability to duly and punctually pay or perform the Obligations in accordance with the terms thereof, (c) the value of a material portion of the Collateral, or Agent’s Liens on the Collateral or the priority of any such Lien or (d) the Agent’s and each Lender’s rights and remedies available under this Agreement and the Other Documents.

“ Material Contract ” shall mean any contract, agreement, instrument, lease or license, written or oral, of any of the Loan Parties, which is material to such Loan Party’s business, taken as a whole, or which, the failure to comply with, would reasonably be expected to result in a Material Adverse Effect.

“ Material Subsidiary ” means, at any date of determination, each Subsidiary of a Borrower (a) whose total assets (when combined with the assets of such Subsidiary’s Subsidiaries after eliminating intercompany obligations) at the last day of the most recent four fiscal quarter period were equal to or greater than 5% of Total Assets at such date or (b) whose EBITDA (when combined with the EBITDA of such Subsidiary’s Subsidiaries, after eliminating intercompany obligations) for such four fiscal quarter period were equal to or greater than 5% of the consolidated EBITDA of the Borrowers and their Restricted Subsidiaries for such period, in each case determined in accordance with GAAP; provided that if, at any time and from time to time after the Closing Date, Subsidiaries whose Equity Interests constitute Excluded Assets solely because they do not meet the thresholds set forth in clauses (a) or (b) comprise in the aggregate more than 5% of Total Assets as of the end of the most recently ended fiscal quarter of the Issuer for which financial statements have been delivered pursuant to Sections 9.7 or 9.8 or more than 5% of the consolidated EBITDA of the Borrowers and its Restricted Subsidiaries for such four fiscal quarter period then ended, then the Borrowers shall, not later than forty-five (45) days after the date by which financial statements for such quarter are required to be delivered pursuant to this Agreement (or such longer period as Agent may agree in their discretion), (i) designate in writing to Agent one or more of such Domestic Subsidiaries as “Material Subsidiaries” to the extent required such that the foregoing condition ceases to be true and (ii) provide a perfected security interest in the assets owned by and the Equity Interests of such Subsidiary to the extent otherwise required under this Agreement and the Other Documents (including, to the extent required, delivery of an Additional Guarantor Supplement).

“ Maximum Face Amount ” shall mean, with respect to any outstanding Letter of Credit, the face amount of such Letter of Credit including all automatic increases provided for in such Letter of Credit, whether or not any such automatic increase has become effective.

“ Maximum Revolving Advance Amount ” shall mean $30,000,000, plus any increases in accordance with Section 2.24.

“ Maximum Undrawn Amount ” shall mean with respect to any outstanding Letter of Credit, the amount of such Letter of Credit that is or may become available to be drawn, including all automatic increases provided for in such Letter of Credit, whether or not any such automatic increase has become effective.

“ Modified Commitment Transfer Supplement ” shall have the meaning set forth in Section 16.3(d) hereof.

“ Multiemployer Plan ” shall mean a “multiemployer plan” as defined in Sections 3(37) or 4001(a)(3) of ERISA to which contributions are required, or, within the preceding five plan years, were required by Holdings, any Borrower, their Restricted Subsidiaries or any member of the Controlled Group.

“ Multiple Employer Plan ” shall mean a Plan which has two or more contributing sponsors (including any Borrower or any member of the Controlled Group) at least two of whom are not under common control, as such a plan is described in Section 4063 or 4064 of ERISA.

“ Narrative Report ” shall mean, with respect to the financial statements for which such narrative report is required, a narrative report describing (a) the results of operations of the Borrowers and its Subsidiaries for the applicable fiscal quarter or fiscal year and for the period from the beginning of the then current fiscal year to the end of such period to which such financial statements relate and otherwise containing information substantially similar to the type customarily found in a management discussion and analysis and (b) in reasonable detail all material changes made to any Material Contract and/or each Material Contract entered into by any Loan Party, in each case, since the most recently delivered Narrative Report.

“ Net Working Capital ” means, as of any date of determination, Current Assets as of such date minus Current Liabilities as of such date.

“ New Lender ” shall have the meaning set forth in Section 2.24(a) hereof.

“ Non-Defaulting Lender ” shall have the meaning set forth in Section 2.23(b) hereof.

“ Non-Qualifying Party ” shall mean any Borrower or any Guarantor that on the Eligibility Date fails for any reason to qualify as an Eligible Contract Participant.

“ Note ” shall mean, collectively, the promissory notes referred to in Section 2.1(a) hereof.

“ Obligations ” shall mean and include any and all loans (including without limitation, all Advances), advances, debts, liabilities, obligations (including without limitation all reimbursement obligations and cash collateralization obligations with respect to Letters of Credit issued hereunder), covenants and duties owing by any Borrower or Guarantor to Lenders or Agent of any kind or nature, present or future (including any interest or other amounts accruing thereon, any fees accruing under or in connection therewith, any costs and expenses of any Person payable by the Loan Parties and any indemnification obligations payable by the Loan Parties arising or payable after maturity, or after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding relating to any Loan Party, whether or not a claim for post-filing or post-petition interest, fees or other amounts is allowable or allowed in such proceeding), whether or not evidenced by any note, guaranty or other instrument (including without limitation the Note), whether arising under any agreement, instrument or document (including this Agreement, the Other Documents, Lender-Provided Foreign Currency Hedges and any Cash Management Products and Services) whether or not for the payment of money, whether arising by reason of an extension of credit, opening or issuance of a letter of credit, loan, equipment lease, establishment of any “purchasing card” or “p-card” program or guarantee, commercial card or similar facility or guarantee, under any interest or currency swap, future, option or other similar agreement, or in any other manner, whether arising out of overdrafts or deposit or other accounts or electronic funds transfers (whether through automated clearing houses or otherwise) or out of Agent’s or any Lender’s non-receipt of or inability to collect funds or otherwise not being made whole in connection with depository transfer check or other similar arrangements, whether direct or indirect (including those acquired by assignment or participation), absolute or contingent, joint or several, due or to become due, now existing or hereafter arising, contractual or tortious, liquidated or unliquidated, regardless of how such indebtedness or liabilities arise or by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrument, including, but not limited to,

any and all of Borrower’s Indebtedness and/or liabilities under (i) this Agreement or the Other Documents and any amendments, extensions, renewals or increases and thereto, including all costs and expenses of Agent and any Lender incurred in the documentation, negotiation, modification, enforcement, collection or otherwise in connection with any of the foregoing, including but not limited to reasonable attorneys’ fees and expenses and all obligations of any Loan Party to Agent or Lenders to perform acts or refrain from taking any action, (ii) all Hedge Liabilities and (iii) all Cash Management Liabilities. Notwithstanding anything to the contrary contained in the foregoing, the Obligations shall not include any Excluded Hedge Liabilities.

“ Original Agreement ” shall have the meaning set forth in the whereas clause in this Agreement.

“ Original Closing Date ” shall mean July 8, 2011.

“ Other Documents ” shall mean the Note, the Perfection Certificates, any Guaranty, any Guarantor Security Agreement, the Intercreditor Agreement, any Lender-Provided Interest Rate Hedge and any and all other agreements, instruments and documents, including any subordination agreements, intercreditor agreements, guaranties, pledges, security agreement supplements, collateral assignments, powers of attorney, consents or other similar agreements executed in connection with this Agreement, now or hereafter executed by any Borrower or any Guarantor and/or delivered to Agent or any Lender in respect of the transactions contemplated by this Agreement.

“ Out-of-Formula Loans ” shall have the meaning set forth in Section 16.2(b) hereof.

“ Participant ” shall mean each Person who shall be granted the right by any Lender to participate in any of the Advances and who shall have entered into a participation agreement in form and substance satisfactory to such Lender.

“ Participant Register ” shall have the meaning set forth in Section 16.3(e).

“ Participation Advance ” shall have the meaning set forth in Section 2.12(d) hereof.

“ Participation Commitment ” shall mean each Lender’s obligation to buy a participation in the Letters of Credit issued hereunder.

“ Payee ” shall have the meaning set forth in Section 3.10 hereof.

“ Payment Office ” shall mean initially Two Tower Center Boulevard, East Brunswick, New Jersey 08816; thereafter, such other office of Agent, if any, which it may designate by notice to Borrowing Agent and to each Lender to be the Payment Office.

“ PBGC ” shall mean the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA or any successor.

“ Perfection Certificates ” shall mean collectively, the Perfection Certificates and the responses thereto provided by each Borrower and delivered to Agent.

or businesses contemplated by Section 5.20; (c) the Borrowers shall have complied with Section 6.10 and Agent shall have received a first-priority perfected security interest in all acquired assets and/or Equity Interests, as applicable, constituting Collateral, subject to documentation satisfactory to Agent (including, if applicable, in the case of any acquisitions of Equity Interests in an entity other than a corporation, appropriate consents from all other partners or members and amendments to organizational documents permitting a pledge thereof) for the delivery and/or perfection of security interests in Collateral (excluding a Lien on Collateral that may be perfected by the filing of a financing statement under the Uniform Commercial Code); (d) the Board of Directors of such company shall have duly approved the transaction; (e) the Borrowers shall have delivered to Agent (i) a pro forma balance sheet, pro forma financial statements and a certificate of the Chief Financial Officer or Controller of the Borrowers demonstrating that, after giving effect to the consummation of any such acquisition, (1) Borrowers on a Consolidated Basis shall be in pro forma compliance with the minimum Fixed Charge Coverage Ratio covenant (whether or not in effect) set forth in Section 6.5 hereof measured as of the end of the applicable Pro Forma Testing Period and calculated on a pro forma basis assuming that such acquisition had been consummated (and that any transactions relating to such acquisition, including the incurrence of a Qualified Earnout or any other Indebtedness) on the first day of such Pro Forma Testing Period (and that all regularly scheduled interest and principal payments with respect to any such related Indebtedness had been paid during such Pro Forma Testing Period), and (2) Borrowers on a Consolidated Basis shall have a pro forma Leverage Ratio of not greater than 3.50 to 1.00, measured as of the end of the applicable Pro Forma Testing Period and calculated on a pro forma basis assuming that such acquisition had been consummated (and that any transactions relating to such acquisition, including the incurrence of Indebtedness) on the first day of such Pro Forma Testing Period (and that all regularly scheduled interest and principal payments with respect to any such related Indebtedness had been paid during such Pro Forma Testing Period), and (ii) projections showing the projected calculation of the Fixed Charge Coverage Ratio for each four-quarter fiscal period of the Borrowers completed over the twelve-month period following the consummation of such acquisition and related transactions (including any incurrence of Indebtedness); (f) both immediately before and immediately after giving pro forma effect to such acquisition and related transactions, no Default or Event of Default shall have occurred and be continuing or will occur and each of the representations and warranties made by the Loan Parties and the Restricted Subsidiaries in or pursuant to this Agreement and the Other Documents (including, if applicable, as such representations and warranties apply to such newly acquired Subsidiary or newly acquired assets) shall be true and correct in all material respects (except to the extent any such representation or warranty is already qualified as to materiality or the occurrence of a Material Adverse Effect, in which case each such representation or warranty so qualified shall be true and correct in all respects on and as of such date as if made on and as of such date) and the certificate referred to in clause (e) above shall include a certification as to the same; and (g) on the date of and after giving effect to such acquisition, Borrowers have Liquidity, calculated on an average basis for the period of ten (10) consecutive Business Days ending on such date, and after taking into account any Revolving Advances needed to fund such acquisitions, of not less than $10,000,000; provided , that to the extent such acquisition is accounted for as an investment incurred pursuant to Section 7.4(g) (as certified in the certificate delivered by the Chief Financial Officer or Controller of the Issuer), the Issuer shall not have to certify or otherwise comply with the conditions set forth in clauses (e)(i)(1), (e)(i)(2) or (g) above.

“ Permitted Discretion ” means a determination made in good faith and in the exercise of commercially reasonable (from the perspective of a secured asset-based lender) business judgment.

“ Permitted Encumbrances ” shall mean (a) Liens in favor of Agent for the benefit of Agent and Lenders and counterparties under Lender-Provided Interest Rate Hedges; (b) Liens for taxes, assessments or other governmental charges not delinquent or being Properly Contested; (c) deposits or pledges to secure obligations under worker’s compensation, social security or similar laws, or under unemployment insurance; (d) deposits or pledges to secure bids, tenders, contracts (other than contracts for the payment of money), leases, statutory obligations, surety, performance and appeal bonds and other obligations of like nature arising in the Ordinary Course of Business; (e) Liens arising by virtue of the rendition, entry or issuance against any Loan Party, or any property of any Loan Party, of any judgment, writ, order, or decree to the extent the rendition, entry, issuance or continued existence of such judgment, writ, order or decree (or any event or circumstance relating thereto) has not resulted in the occurrence of an Event of Default under Section 10.6 hereof; (f) landlords’, mechanics’, workers’, materialmen’s or other like Liens arising in the Ordinary Course of Business with respect to obligations which are not due and payable or which are being Properly Contested; (g) Liens (including purchase money liens and liens arising under Capitalized Leases) to secure Indebtedness permitted under clause (b) of the defined term Permitted Indebtedness placed upon machinery, equipment or other fixed assets, hereafter acquired, to secure all or a portion of the purchase price thereof (in the case of a purchase money financing) or the lease obligations relating thereto (in the case of a Capitalized Lease), provided that (I) no such lien shall encumber any other property of any Loan Party or any Restricted Subsidiary (other than any proceeds related thereto); (h) all easements, covenants, encroachments, licenses, public or private roads, conditions, restrictions, rights of way, reservations of, or rights of others, encumbrances and other similar matters, improvements and structures located on, over or under any Real Property that are disclosed in policies of title insurance accepted by Agent, and all other similar matters or minor defects or irregularities affecting title, or any state of facts that an accurate survey would disclose, in each case which do not interfere in any material respect with the Ordinary Course of Business or have a material adverse effect on the value of such Real Property; (i) any zoning or similar law or right reserved to or vested in any Governmental Body, or any Lien resulting from any exercise or enforcement thereof, in each case which do not interfere in any material respect with the Ordinary Course of Business or have a material adverse effect on the value of such Real Property; (j) Liens disclosed on Schedule 1.2 provided that such Liens shall secure only those obligations which they secure on the Closing Date (and extensions, renewals and refinancings of such obligations permitted by Section 7.8 hereof) and shall not subsequently apply to any other property or assets of any Loan Party or any Restricted Subsidiary other than the property and assets to which they apply as of the Closing Date and proceeds related thereto; (k) other Liens incidental to the conduct of any Loan Party’s or its Restricted Subsidiaries’ business or the ownership of its property and assets which were not incurred in connection with the borrowing of money or the obtaining of advances or credit, and which do not in the aggregate materially detract from Agent’s or Lender’s rights in and to the Collateral or the value of any Loan Party’s or any Restricted Subsidiary’s property or assets or which do not materially impair the use thereof in the operation of any Loan Party’s or any Restricted Subsidiary’s business; (l) any interest or title of a lessor under any lease or sublease (other than a “capital lease” or any other lease that would be deemed to be a security

interest under the applicable provisions of the Uniform Commercial Code (including Section 1-203 thereof)) entered into by any Loan Party or any of the Restricted Subsidiaries as permitted under this Agreement or in the ordinary course of business and any financing statement filed in connection with any such lease or sublease; (m) Liens in favor of the Term Loan Agent under the Term Loan Documents; (n) any Lien existing on any property or assets prior to the acquisition thereof by any Loan Party or any of its Restricted Subsidiaries or existing on any property or asset of any Person at the time such Person becomes a Restricted Subsidiary (other than by designation as a Restricted Subsidiary pursuant to Section 6.11), in each case after the Closing Date; provided that (i) such Lien was not created in contemplation of or in connection with such acquisition or such Person becoming a Restricted Subsidiary, (ii) such Lien does not extend to or cover any other assets or property (other than the proceeds or products thereof, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition), (iii) the obligations (including any Indebtedness) secured by such Lien are otherwise permitted to be outstanding and secured under this Agreement and (iv) such Lien shall secure only those obligations it secures on the date of such acquisition or the date such Person becomes a Loan Party or Restricted Subsidiary, and extensions, renewals and replacement thereof that do not increase the outstanding principal amount thereof, and (o) other Liens, so long, as each such Lien does not extend to or cover any Collateral and provided that the aggregate amount of the obligations secured thereby does not exceed $1,500,000.

“ Permitted Indebtedness ” means:

(a) (1) Indebtedness to Agent, Lenders and their affiliates hereunder constituting Obligations, including Indebtedness under Lender-Provided Interest Rate Hedges but only to the extent such Lender-Provided Interest Rate Hedges are entered into by Borrowers to hedge their risks with respect to other outstanding Indebtedness of Borrowers that is Permitted Indebtedness hereunder and not for speculative or investment purposes and (2) Indebtedness under the Term Loan Facility not to exceed in aggregate principal amount the sum of $150,000,000 subject to an increase of $200,000,000 in accordance with the Term Loan Agreement and (y) the amount of the increase pursuant to Section 2.24;

(b) Attributable Indebtedness and other Indebtedness (including Capitalized Leases and Indebtedness incurred in connection with any Sale-Leaseback Transaction) financing an acquisition, construction, repair, replacement, lease or improvement of a fixed or capital asset, or entered into in connection with a Sale-Leaseback Transaction, incurred by any Borrower or Restricted Subsidiary in an aggregate amount not to exceed $10,000,000;

(c) Subordinated Indebtedness; provided, that such Subordinated Indebtedness shall not (i) mature earlier than 90 days after the then last day of the Term in effect on the date of issuance or incurrence thereof, (ii) include any amortization or be subject to mandatory redemption, repurchase, prepayment or sinking fund obligation prior to 90 days after the last day of the Term, (iii) require any payments of interest (other than payment-in-kind through the addition to the principal amount thereof) or other amounts in respect of the principal thereof prior to 90 days after the last day of the Term in effect on the date of incurrence or issuance thereof and (iv) have covenants, defaults or remedy provisions more restrictive (taken as a whole) than those set forth in this Agreement; provided , that notwithstanding clause (iii)

above, in addition to interest payments constituting payment-in-kind, interest or other amounts in respect of the principal thereof may be required or permitted to be paid in cash or in other non-cash consideration prior to 90 days after the last day of the Term in effect on the date of incurrence or issuance thereof to the extent the Subordinated Loan Documentation related to such Subordinated Indebtedness (w) expressly limits such cash payments to the extent permitted pursuant to Section 7.16 of this Agreement, (x) agrees that any such payments made to the holders of such Subordinated Indebtedness in contravention of the terms of the Note Documents shall be held in trust for the benefit of, and turned over on demand to, the Purchasers and (y) provides that the provisions set forth in clauses (w) and (x) are for the benefit of the Purchasers and may not be modified without the prior written consent of the Purchasers

(d) any Indebtedness listed on Schedule 7.8, and the extension of maturity, refinancing or modification of the terms thereof; provided, however , that (i) such extension, refinancing or modification is pursuant to terms that are not less favorable to the Loan Parties and the Restricted Subsidiaries in any material respect than the terms of the Indebtedness being extended, refinanced or modified (including to the extent any such Indebtedness is Subordinated Indebtedness, the terms of such extended, refinanced or modified Indebtedness shall continue to constitute Subordinated Indebtedness), (ii) after giving effect to such extension, refinancing or modification, the amount of such Indebtedness is not greater than the amount of Indebtedness outstanding immediately prior to such extension, refinancing or modification (other than with respect to fees and expenses incurred for, and accrued and unpaid interest in respect of, such refinancing, extension or modification) and (iii) no Loan Party that was not liable with respect to the Indebtedness prior to its refinancing or modification shall be liable with respect to such Indebtedness after giving effect to its refinancing or modification (a “ Permitted Refinancing ”);

(e) Guarantees by any Borrower or any Restricted Subsidiary in respect of Permitted Indebtedness otherwise permitted hereunder; provided that (A) no guarantee by any Restricted Subsidiary of any Indebtedness constituting Subordinated Indebtedness or Indebtedness under the Term Loan Facility shall be permitted unless such guaranteeing party shall have also provided a Guaranty of the Obligations on the terms set forth herein, (B) if the Indebtedness being guaranteed is subordinated to the Obligations, such guarantee shall be subordinated to the Guaranty of the Obligations on terms at least as favorable to the Secured Parties as those contained in the subordination of such Indebtedness and (C) no Restricted Subsidiary that is not a Loan Party shall guarantee Indebtedness for borrowed money of any Loan Party;

(f) Indebtedness to the extent constituting Permitted Intercompany Investments;

(g) Indebtedness incurred in the Ordinary Course of Business in connection with cash pooling, netting and cash management arrangements consisting of overdrafts or similar arrangements; provided that any such Indebtedness does not consist of Indebtedness for borrowed money and such Indebtedness is extinguished within three (3) Business Days;

workers’ compensation, health, disability or other employee benefits, environmental obligations or property, casualty or liability insurance of any Loan Party or any Restricted Subsidiary and in connection with other surety and performance bonds in the Ordinary Course of Business;

(i) Indebtedness of any of the Loan Parties consisting of (i) repurchase obligations with respect to Equity Interests of such Person issued to the directors, consultants, managers, officers and employees of any of the Loan Parties arising upon the death, disability or termination of employment of such director, consultant, manager, officer or employee to the extent such repurchase is permitted under Section 7.7(c)(ii)(D) and (ii) promissory notes issued by any of the Loan Parties to directors, consultants, managers, officers and employees (or their spouses or estates) of any of the Loan Parties to purchase or redeem Equity Interests of such Loan Party issued to such director, consultant, manager, officer or employee to the extent such purchase or redemption is permitted under Section 7.7(ii), provided that any such notes issued under this clause (ii) shall be subordinated in right of payment to all Obligations on terms and conditions reasonably satisfactory to the Agent either pursuant to subordination provisions set forth in such notes or pursuant by the execution and delivery of a subordination agreement, which such subordination provisions or subordination agreement (as applicable) shall be in form and substance reasonably satisfactory to the Agent;

(j) Qualified Earnouts;

(k) Acquired Indebtedness in an aggregate principal amount not to exceed $5,000,000;

(l) Indebtedness in respect of Swap Contracts designed to hedge against any Borrower’s or any Restricted Subsidiary’s exposure to interest rates or currency fluctuations incurred in the Ordinary Course of Business and not for speculative purposes and guarantees thereof; and

(m) additional unsecured Indebtedness of the Loan Parties, provided that ( i) the aggregate principal amount at any one time outstanding of all such Indebtedness shall not exceed $5,000,000, (ii) such Indebtedness shall be on terms and conditions satisfactory to Agent in its Permitted Discretion, (iii) at the time of the incurrence of such Indebtedness, no Event of Default shall have occurred and be continuing and no Event of Default shall occur as a result of such incurrence, (iv) after giving effect to the incurrence of such Indebtedness, (x) Borrowers shall have pro forma compliance Undrawn Availability of at least 25% of the Aggregate Commitment Amounts, and (v) no later than five (5) Business Days prior to the date of the incurrence of such Indebtedness, Borrowers shall deliver a certificate of the Chief Financial Officer or Controller of Borrowing Agent certifying that the condition in preceding clause (iv) is satisfied with respect to the incurrence of such Indebtedness.

“ Permitted Intercompany Investments ” means, in each case, to the extent made by the Borrower or any Restricted Subsidiary:

(a) advances, loans or extensions of credit made to any Borrower or any of its Restricted Subsidiaries;

(b) assumptions, endorsements or guarantees of the obligations of any Borrower or any Restricted Subsidiary that either constitute Permitted Indebtedness or, if such obligations do not constitute Indebtedness, are not otherwise prohibited hereunder; and

(c) any purchase or acquisition of obligations or Equity Interests of, or any other interest in, any Borrower or any Restricted Subsidiary (but excluding, for the avoidance of doubt, any such purchase or acquisition from a Person that is neither a Borrower nor a Restricted Subsidiary);

so long as (x) no Event of Default has occurred and is continuing or would result therefrom and (y) the aggregate amount of such advances, loans, extensions of credit, guarantees, assumptions, endorsements or investments made by Loan Parties in, or for the benefit of, Restricted Subsidiaries that are not Loan Parties pursuant to clauses (a), (b) or (c) above shall not exceed (together with (A) the amount of consideration paid in respect of Persons that do not become Loan Parties or assets that do not constitute Collateral pursuant to clause (i) of the defined term “Permitted Investments” and (B) the amount of investments outstanding pursuant to clause (k) of the defined term “Permitted Investments”) $5,000,000 in the aggregate outstanding at any time.

“ Permitted Investments ” means (a) advances made in connection with purchases of goods or services in the Ordinary Course of Business, (b) investments owned by any Loan Party on the Closing Date and set forth on Schedule 7.4, (c) [reserved], (d) Permitted Intercompany Investments, (e) Equity Interests or other securities acquired in connection with the satisfaction or enforcement of Indebtedness or claims due or owing to a Loan Party (in bankruptcy of customers or suppliers or otherwise outside the ordinary course of business) or as security for any such Indebtedness or claims, (f) non-cash loans to employees, officers, and directors of Holdings (or its direct or indirect parent) or any of its Subsidiaries for the purpose of purchasing Equity Interests in Holdings (or its direct or indirect parent) so long as the proceeds of such loans are used in their entirety to purchase such stock in Holdings (or its direct or indirect parent), (g) [reserved], (h) investments received in settlement of amounts due to any Loan Party, made in the Ordinary Course of Business or owing to any Loan Party as a result of insolvency proceedings involving a Customer or upon the foreclosure or enforcement of any Lien in favor of a Loan Party, (i) Permitted Acquisitions, provided that the aggregate amount of consideration paid directly or indirectly by Loan Parties in respect of acquisitions of Persons that do not become Loan Parties (or paid to acquire property or assets that will not be owned by a Loan Party and constitute Collateral) (together with the amount of investments made pursuant to clause (k) below and Permitted Intercompany Investments in, or for the benefit of, Restricted Subsidiaries that are not Loan Parties) shall not exceed $5,000,000, (j) investments held by any Person acquired in a Permitted Acquisition to the extent that such investments were not made in contemplation of or in connection with such Permitted Acquisition and were in existence prior to the date of such Permitted Acquisition and (k) so long as no Event of Default has occurred and is continuing or would result therefrom and, prior to making such investment, Borrowing Agent shall deliver to Agent an updated Borrowing Base Certificate in form and substance reasonably satisfactory to Agent, which shall, among other things, reflect the satisfaction by Borrowers of the Special Undrawn Availability Condition, investments in any joint venture or partnership that is not an Affiliate of any Borrower not exceeding (together with the amount of consideration

paid in respect of Persons that do not become Loan Parties or assets that do not constitute Collateral pursuant to clause (i) above and (y) the amount of Permitted Intercompany Investments in, or for the benefit of, Restricted Subsidiaries that are not Loan Parties) $5,000,000 in the aggregate outstanding at any time.

“ Plan ” shall mean any employee benefit plan within the meaning of Section 3(3) of ERISA (including a Pension Benefit Plan and a Multiemployer Plan), maintained by any Loan Party or to which any Loan Party is required to contribute, and with respect to any Pension Benefit Plan or Multiemployer Plan, maintained by any member of the Controlled Group or to which any such member is required to contribute.

“ PNC ” shall have the meaning set forth in the preamble to this Agreement and shall extend to all of its successors and assigns.

“ Pro Forma Balance Sheet ” shall have the meaning set forth in Section 5.5(a) hereof.

“ Pro Forma Financial Statements ” shall have the meaning set forth in Section 5.5(b) hereof.

“ Pro Forma Testing Period ” shall mean, as to any applicable incurrence of Indebtedness, re-purchase of Equity Interests pursuant to Section 7.7(ii) hereof or making of any Permitted Acquisition,, the most recently completed four-fiscal quarter period prior to the date of such incurrence, re-purchase or Permitted Acquisition, as applicable, for which financial statements and a related Compliance Certificate have been delivered to Agent under Section 9.7 or 9.8 (as applicable).

and (f) if such contest is abandoned, settled or determined adversely (in whole or in part) to such Person, such Person forthwith pays such Indebtedness and all penalties, interest and other amounts due in connection therewith.

“ Projections ” shall have the meaning set forth in Section 5.5(b) hereof.

“ Published Rate ” shall mean the rate of interest published each Business Day in the Wall Street Journal “Money Rates” listing under the caption “London Interbank Offered Rates” for a one month period (or, if no such rate is published therein for any reason, then the Published Rate shall be the Eurodollar Rate for a one month period as published in another publication selected by Agent).

“ Purchasing CLO ” shall have the meaning set forth in Section 16.3(d) hereof.

“ Purchasing Lender ” shall have the meaning set forth in Section 16.3(c) hereof.

“ Qualified Bank ” shall mean a commercial bank or other similarly regulated institution, in each case organized under the laws of the United States, or any state thereof, and having total assets in excess of $1,000,000,000.

“ Qualified Earnout ” shall mean any Earnout that constitutes Subordinated Indebtedness that is incurred as part of a Permitted Acquisition.

“ Qualified ECP Loan Party ” shall mean each Borrower or Guarantor that on the Eligibility Date is (a) a corporation, partnership, proprietorship, organization, trust, or other entity other than a “commodity pool” as defined in Section 1a(10) of the CEA and CFTC regulations thereunder that has total assets exceeding $10,000,000 or (b) an Eligible Contract Participant that can cause another person to qualify as an Eligible Contract Participant on the Eligibility Date under Section 1a(18)(A)(v)(II) of the CEA by entering into or otherwise providing a “letter of credit or keepwell, support, or other agreement” for purposes of Section 1a(18)(A)(v)(II) of the CEA.

“ Qualified Subordinated Indebtedness ” shall mean Subordinated Indebtedness incurred pursuant to clause (c) of the definition of “Permitted Indebtedness”.

“ RCRA ” shall mean the Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901 et seq., as same may be amended from time to time.

“ Real Property ” shall mean all of each Loan Party’s right, title and interest (whether an interest in fee simple, a leasehold interest or any other interest of any kind whatsoever) in and to the owned and leased premises identified on Schedule 4.5 hereto (which such schedule shall be updated from time to time and attached to each Compliance Certificate delivered pursuant to Section 9.8 if, since the Closing Date or the date of the last notification (as applicable), any Loan Party has acquired any additional Real Property) or in and to any other premises or real property that are hereafter owned or leased by any Loan Party.

“ Receivables ” shall mean and include, as to each Loan Party, all of such Loan Party’s accounts, contract rights, instruments (including those evidencing indebtedness owed to such

Loan Party by its Affiliates), documents, chattel paper (including electronic chattel paper), general intangibles relating to accounts, drafts and acceptances, credit card receivables and all other forms of obligations owing to such Loan Party arising out of or in connection with the sale or lease of Inventory or the rendition of services, all supporting obligations, guarantees and other security therefor, whether secured or unsecured, now existing or hereafter created, and whether or not specifically sold or assigned to Agent hereunder.

“ Receivables Advance Rate ” shall have the meaning set forth in Section 2.1(a)(y)(i) hereof.

“ Recovery Event ” shall have the meaning set forth in Section 2.21(a) hereof.

“ Refinancing ” means (x) all indebtedness under the subordinated loan made by KG Fracing Acquisition Corp. to KGH shall have been paid in full, (y) indebtedness in the form of a term loan of Holdings and its Subsidiaries under the Revolving Credit, Term Loan and Security Agreement, dated as of July 8, 2011 (as amended, supplemented or modified prior to the Closing Date, the “ Existing Credit Agreement ”) shall have been paid in full and (z) indebtedness in the form of a revolving facility of Holdings and its Subsidiaries shall have been upsized under the Existing Credit Agreement, as amended and restated in the form of this Agreement on the Closing Date, from commitments of $20,000,000 to $30,000,000, with any outstanding letters of credit or advances continued under the Existing Credit Agreement.

“ Register ” shall have the meaning set forth in Section 16.3(e) hereof.

“ Registered ” shall mean issued, registered, renewed or subject to a pending application.

“ Reimbursement Obligation ” shall have the meaning set forth in Section 2.12(b)hereof.

“ Release ” shall have the meaning set forth in CERCLA.

“ Reportable Compliance Event ” shall mean that any Covered Entity becomes a Sanctioned Person, or is charged by indictment, criminal complaint or similar charging instrument, arraigned, or custodially detained in connection with any Anti-Terrorism Law or any predicate crime to any Anti-Terrorism Law, or has knowledge of facts or circumstances to the effect that it is reasonably likely that any aspect of its operations is in actual or probable violation of any Anti-Terrorism Law.

“ Reportable Event ” shall mean a reportable event described in Section 4043 of ERISA or the regulations promulgated thereunder.

“ Required Lenders ” shall mean Lenders holding at least a majority of the Advances and, if no Advances are outstanding, shall mean Lenders holding a majority of the Commitment Percentages; provided, however , if there are fewer than three (3) Lenders, Required Lenders shall mean all Lenders (excluding any Lender if the amount equal to the Commitment Percentage of such Lender multiplied by the Maximum Revolving Advance Amount does not equal at least $5,000,000); and further provided that for purposes of this definition only, a Defaulting Lender will be deemed not to be a Lender and not to have either Advances outstanding or a Commitment Percentage.

“ Reserve Percentage ” shall mean as of any day the maximum percentage in effect on such day as prescribed by the Board of Governors of the Federal Reserve System (or any successor) for determining the reserve requirements (including supplemental, marginal and emergency reserve requirements) with respect to eurocurrency funding (currently referred to as “Eurocurrency Liabilities”.

“ Responsible Officer ” means the chief executive officer, president, chief financial officer or other similar officer or Person performing similar functions of a Loan Party. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

“ Revolving Advances ” shall mean Advances made other than Letters of Credit.

“ Revolving Interest Rate ” shall mean an interest rate per annum equal to (a) with respect to Domestic Rate Loans, the sum of the Alternate Base Rate plus three-quarters of one percent (0.75%) and (b) with respect to Eurodollar Rate Loans, the sum of the Eurodollar Rate and two and one-quarter percent (2.25%).

“ Sale-Leaseback Transaction ” shall mean, with respect to any Loan Party or any Restricted Subsidiary, any arrangement, directly or indirectly, with any Person whereby such Loan Party or any Restricted Subsidiary shall sell or transfer any Equipment, and thereafter rent or lease such Equipment or other Equipment that it intends to use for substantially the same purpose or purposes as the Equipment being sold or transferred.

“ Sanctioned Country ” shall mean a country subject to a sanctions program maintained under any Anti-Terrorism Law.

“ SEC ” shall mean the Securities and Exchange Commission or any successor thereto.

“ Section 20 Subsidiary ” shall mean the Subsidiary of the bank holding company controlling PNC, which Subsidiary has been granted authority by the Federal Reserve Board to underwrite and deal in certain Ineligible Securities.

“ Secured Parties ” shall mean, collectively, Agent, Issuer, and Lenders, together with any Affiliates of Agent or any Lender to whom any Hedge Liabilities or Cash Management Liabilities are owed and with each other holder of any of the Obligations, and the respective successors and assigns of each of them.

“ Securities Act ” shall mean the Securities Act of 1933, as amended.

“ Settlement Date ” shall mean the Closing Date and thereafter Wednesday or Thursday of each week or more frequently if Agent deems appropriate unless such day is not a Business Day in which case it shall be the next succeeding Business Day.

“ Special Reserve ” shall mean a dollar for dollar reserve made and calculated as of any applicable date of determination in an aggregate amount equal to the sum of (i) the outstanding principal amount of all Permitted Intercompany Investments made by any Borrower to Keane Completions pursuant to clause (c) of the definition of Permitted Intercompany Investments and (ii) the outstanding amount of all Permitted Investments made by any Borrower in Keane Completions pursuant to clause (j) of the definition of Permitted Investments, in each case determined as of such date. The Special Reserve shall be reduced, dollar for dollar, by the amount of (i) any repayment by Keane Completions to the applicable Borrower of Permitted Intercompany Investments made to Keane Completions pursuant to clause (c) of the definition of Permitted Intercompany Investments and (ii) any repayment or return (as applicable) by Keane Completions to the applicable Borrower of any Permitted Investments made pursuant to clause (j) of the definition of Permitted Investments, any such reduction in the amount of the Special Reserve to occur at the time specified in Section 9.2 hereof.

“ Special Undrawn Availability Condition ” shall mean that, as of any date of determination, the sum of the amounts calculated pursuant to the following clauses (i) and (ii) is not less than $2,000,000: (i) Undrawn Availability (the calculation of which, for avoidance of doubt, shall be made after giving effect to all reserves, including the Special Reserve) plus (ii) the aggregate amount of unrestricted cash of all Borrowers, to the extent, in each case, that such cash is then on deposit in a demand deposit account maintained by the applicable Borrower with PNC Bank, National Association.

“ Subordinated Indebtedness ” means the Indebtedness evidenced by the Subordinated Loan Documentation.

“ Subordinated Lender ” shall mean, as to any Subordinated Indebtedness, and collectively (if applicable) all of the lender(s) under and/or other holder(s) of such Subordinated Indebtedness.

“ Subordinated Loan Documentation ” shall mean, as to any Subordinated Indebtedness, the applicable Subordination Agreement and any and all loan agreements between any Borrower and the applicable Subordinated Lender and/or promissory note(s) issued by any Borrower to the applicable Subordinated Lender in connection with such Subordinated Indebtedness and all other instruments and documents executed in connection therewith.

“ Subordination Agreement ” shall mean, as to any Subordinated Indebtedness, any subordination or intercreditor agreement, in form and substance reasonably satisfactory to Agent (including reasonably satisfactory provisions, if applicable, as required pursuant to the proviso of clause (c) of the defined term “Permitted Indebtedness” in the case of any Qualified Subordinated Indebtedness that requires or permits payments (other than payments-in-kind in respect of interest) prior to 90 days after the last day of the Term on the date of incurrence or issuance thereof), executed by the applicable Subordinated Lender providing for the subordination in right of payment or of security of the applicable Subordinated Indebtedness to all Obligations with or in favor of Agent for its benefit and for the ratable benefit of the Lenders.

“ Subsidiary Guarantor ” shall mean any Guarantor other than Holdings.

“ Swap Obligation ” shall mean, with respect to any Loan Party, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act.

“ Term ” shall have the meaning set forth in Section 13.1 hereof.

“ Term Loan Agent ” shall mean U.S. Bank National Association.

“ Term Loan Agreement ” shall mean that certain Note Purchase Agreement dated as of the Closing Date among Intermediate Holdco II, Term Loan Agent and Term Loan Lenders, pursuant to which an aggregate principal amount of up to $150,000,000 shall be advanced on the Closing Date to Borrowers in the form of a term loan, as the same may be amended, restated, replaced, modified or supplemented from time to time, including, without limitation, amendments, modifications, supplements, restatements and/or replacements thereof giving effect to increases, renewals, extensions, refundings, deferrals, restructurings, replacements or refinancings of, or additions to, the arrangements provided in such documents with the consent of the Agent, the Loan Parties thereto, the Term Loan Agent and the Term Loan Lenders.

“ Term Loan Debt ” shall mean the Indebtedness incurred by Borrowers under the Term Loan Agreement, up to an aggregate principal amount not to exceed the sum of (x) $200,000,000 plus (y) $40,000,000 minus the amount, if any, by which the Maximum Revolving Advance Amount is increased pursuant to Section 2.24 hereof.

“ Term Loan Deposit Accounts ” means any deposit account that is required to be established pursuant to the Term Loan Documents for the exclusive purpose of holding identifiable proceeds of the Term Loan Priority Collateral.

“ Term Loan Documents ” shall mean the Term Loan Agreement and each other agreement, instrument or document executed or delivered pursuant to or in connection with the Term Loan Agreement, as the same may be amended, restated, replaced, modified or supplemented from time to time, including, without limitation, amendments, modifications, supplements, restatements and/or replacements thereof giving effect to increases, renewals, extensions, refundings, deferrals, restructurings, replacements or refinancings of, or additions to, the arrangements provided in such Term Loan Documents with the consent of the Agent, the Loan Parties thereto, the Term Loan Agent and the Term Loan Lenders.

“ Term Loan Facility ” shall mean the term credit facility under the Term Loan Agreement.

“ Term Loan Lenders ” shall mean the lenders from time to time party to the Term Loan Agreement.

“ Term Loan Priority Collateral ” shall mean and include all “Notes Collateral” as such term is defined in the Intercreditor Agreement as in effect on the date hereof.

“ Termination Event ” shall mean: (a) a Reportable Event with respect to any Plan (other than an event for which the 30 day notice period is waived); (b) the withdrawal of any Borrower, any Restricted Subsidiary or any member of the Controlled Group from a Pension Benefit Plan during a plan year in which such entity was a “substantial employer” as defined in Section 4001(a)(2) of ERISA; (c) the providing of notice of intent to terminate a Plan in a distress termination described in Section 4041(c) of ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (d) the institution by the PBGC of proceedings to terminate a Plan; (e) (i) the termination of, or the appointment of a trustee to administer, any Pension Benefit Plan under Section 4042 of ERISA, or (ii) the termination of a Multiemployer Plan pursuant to Section 4041A of ERISA, or (iii) the partial or complete withdrawal within the meaning of Section 4203 or 4205 of ERISA, of any Borrower, any Restricted Subsidiary or any member of the Controlled Group from a Multiemployer Plan, (f) notice that a Multiemployer Plan is subject to Section 4245 of ERISA; or (g) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent, upon any Borrower, any Restricted Subsidiary or any member of the Controlled Group.

“ Total Assets ” means the total assets of the Borrowers on a Consolidated Basis, as shown on the most recent balance sheet of the Borrowers on a Consolidated Basis delivered pursuant to Sections 9.7 or, 9.8 for the period prior to the time any such statements are so delivered pursuant to Sections 9.7 or 9.8, the Pro Forma Financial Statements.

“ Total Net Debt ” means, as of any date of determination, (a) the aggregate principal amount of Indebtedness of the Borrowers on a Consolidated Basis outstanding on such date, in an amount that would be reflected on a balance sheet prepared as of such date on a consolidated basis in accordance with GAAP (including, for the avoidance of doubt, any Earnouts), minus (b) the aggregate amount of cash and Cash Equivalents (other than Restricted Cash) not to exceed $20,000,000, in each case included on the consolidated balance sheet of the Borrowers and its Restricted Subsidiaries as of such date, contained in deposit or securities accounts subject to control agreements in favor of the Agent and free and clear of all Liens (other than nonconsensual Liens, Liens in favor of the Agent for the benefit of the Loan Parties, and Liens in favor of the agent for the benefit of the lenders under the Term Loan Facility, all to the extent permitted by Section 7.2); provided , that Indebtedness in respect of Swap Contracts (if any) shall only be included for purposes of clause (a) above to the extent (and only in the amount of any excess by which) the aggregate Swap Termination Value in respect of such Swap Contracts exceeds $5,000,000.

“ Transactions ” shall mean, collectively, (a) the execution and delivery of this Agreement and the Other Documents to be entered into on the Closing Date, (b) the execution and delivery of the Term Loan Agreement and any other agreements, instruments and documents to be entered into under the Term Loan Facility on the Closing Date, (c) the Refinancing, (d) the consummation of any other transactions in connection with the foregoing and (e) the payment of fees and expenses in connection with the foregoing.

“ Transferee ” shall have the meaning set forth in Section 16.3(d) hereof.

“ Ultra Tech Earnout Payments ” shall mean, collectively, the “Earn-Out Payments” payable pursuant to, and as such term is defined under, the Asset Purchase Agreement, dated December 3, 2013, among KGH, Keane Frac TX, LLC and Ultra Tech Frac Services, LLC.

“ Undrawn Availability ” at a particular date shall mean an amount equal to (a) the lesser of (i) the Formula Amount or (ii) the Maximum Revolving Advance Amount less the Maximum Undrawn Amount of all outstanding Letters of Credit, minus (b) the sum of (i) the outstanding amount of Advances (other than Letters of Credit) plus (ii) all amounts due and owing to any Borrower’s trade creditors which are outstanding sixty (60) days or more past their due date (other than trade payables which are being Properly Contested).

“ Uniform Commercial Code ” shall have the meaning set forth in Section 1.3 hereof.

“ Week ” shall mean the time period commencing with the opening of business on a Wednesday and ending on the end of business the following Tuesday.

1.3. Uniform Commercial Code Terms . All terms used herein and defined in the Uniform Commercial Code as adopted in the State of New York from time to time (the “Uniform Commercial Code”) shall have the meaning given therein unless otherwise defined herein. Without limiting the foregoing, the terms “accounts”, “chattel paper” (and “electronic chattel paper” and “tangible chattel paper”), “commercial tort claims”, “deposit accounts”, “documents”, “equipment”, “financial asset”, “fixtures”, “goods”, “instruments”, “investment property”, “letter-of-credit rights”, “payment intangibles”, “proceeds”, “promissory note” “securities”, “software” and “supporting obligations” as and when used in the description of Collateral shall have the meanings given to such terms in Articles 8 or 9 of the Uniform Commercial Code. To the extent the definition of any category or type of collateral is expanded by any amendment, modification or revision to the Uniform Commercial Code, such expanded definition will apply automatically as of the date of such amendment, modification or revision.

1.4. Certain Matters of Construction . The terms “herein”, “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular section, paragraph or subdivision. All references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement. Any pronoun used shall be deemed to cover all genders. Wherever appropriate in the context, terms used herein in the singular also include the plural and vice versa. All references to statutes and related regulations shall include any amendments of same and any successor statutes and regulations. Unless otherwise provided, all references to any instruments or agreements to which Agent is a party, including references to any of the Other Documents, shall include any and all modifications, supplements or amendments thereto, any and all restatements or replacements thereof and any and all extensions or renewals thereof. All references herein to the time of day shall mean the time in New York, New York. Unless otherwise provided, all financial calculations shall be performed with Inventory valued on a first-in, first-out basis, or on an average cost basis, as Borrowers may elect (provided such election may only be made once, within a reasonable period following the Closing Date, and once made, may not be modified without the Agent’s prior written consent, which shall not be unreasonably withheld or delayed). Whenever the words “including” or “include” shall be used, such words shall be understood to mean “including, without limitation” or “include, without limitation”. A Default or Event of Default shall be deemed to exist at all times during the period commencing on the date that such Default or Event of Default occurs to the date on which such Default or Event of Default is waived in writing pursuant to this Agreement or, in the case of a Default, is cured within any period of cure expressly provided for in this Agreement; and an Event of Default shall “continue” or be “continuing” until such Event of Default has been waived in writing by the Required Lenders or all Lenders, as applicable Any Lien referred to in this Agreement or any of the Other Documents as having been created in favor of Agent, any agreement entered into by Agent pursuant to this Agreement or any of the Other Documents, any payment made by or to or funds received by Agent pursuant to or as contemplated by this Agreement or any of the Other Documents, or any act taken or omitted to be taken by Agent, shall, unless otherwise expressly provided, be created, entered into, made or received, or taken or omitted, for the benefit or account of Agent and Lenders. Wherever the phrase “to the Loan Parties’ knowledge,” “Borrower’s knowledge” or “to the knowledge of a Responsible Officer” or similar phrases relating to the knowledge or the awareness of any Loan Party or Borrower (or one or more of their Responsible Officers) are used in this Agreement or the Other Documents,

such phrase shall mean and refer to (i) the actual knowledge of a Responsible Officer of any Loan Party or Borrower, as the case may be, or (ii) the knowledge that a Responsible Officer of any Loan Party or Borrower, as the case may be, would have obtained if he had engaged in good faith and diligent performance of his duties, including the making of such reasonably specific inquiries as may be necessary of the employees or agents of such Loan Party or Borrower, as the case may be, and a good faith attempt to ascertain the existence or accuracy of the matter to which such phrase relates.

II.	ADVANCES, PAYMENTS.

2.1. Revolving Advances .

(a) Amount of Revolving Advances . Subject to the terms and conditions set forth in this Agreement including Sections 2.1(b) and (c), each Lender, severally and not jointly, will make Revolving Advances to Borrowers in aggregate amounts outstanding at any time equal to such Lender’s Commitment Percentage of the lesser of (x) the Maximum Revolving Advance Amount less the aggregate Maximum Undrawn Amount of all outstanding Letters of Credit or (y) an amount equal to the sum of:

(i) 85% (“ Receivables Advance Rate ”) of Eligible Receivables, plus

(ii) subject to the provisions of Sections 2.1(b) hereof, the lesser of (A) 60% of the value of the Eligible Inventory (the “ Inventory Advance Rate ”) and (B) 85% of the appraised net orderly liquidation value of Eligible Inventory (as evidenced by an Inventory appraisal satisfactory to Agent in its sole discretion exercised in good faith) (the “ Inventory NOLV Advance Rate ”, together with the Inventory Advance Rate and the Receivables Advance Rate, collectively, the “ Advance Rate s”), minus

(iii) the aggregate Maximum Undrawn Amount of all outstanding Letters of Credit; minus

(iv) the Special Reserve; minus

(v) such reserves, in addition to the Special Reserve, as Agent may deem proper and necessary from time to time in the exercise of its Permitted Discretion, provided that (x) no such reserve shall be duplicative of any factor then in existence material to the determination by Agent, in the exercise of its Permitted Discretion, to exclude one or more Receivables (or any portion thereof) of a Borrower from Eligible Receivables or Inventory (or any portion thereof) of a Borrower from Eligible Inventory, pursuant to the criteria contained in the respective definitions thereof, (y) no such reserve shall be duplicative of any reserve established and in effect on and after the Closing Date ( provided that the limitation contained in this clause (y) shall not extend to any increase in any such reserve, to the extent such increase is based on any change in either Agent’s knowledge, or in the risks or circumstances, in each case arising after the Closing Date and relating to the factors underlying Agent’s initial determination with respect to such previously established reserve) and (z) Agent shall endeavor to give reasonable prior notice to Borrowing Agent of its intention to impose a new reserve or to increase the amount of an existing reserve.

The amount derived from the sum of (x) Sections 2.1(a)(y)(i) and (ii) minus (y) Section 2.1 (a)(y)(iii), (iv) and (v) at any time and from time to time shall be referred to as the “Formula Amount”. The Revolving Advances shall be evidenced by one or more secured promissory notes (collectively, the “ Note ”) substantially in the form attached hereto as Exhibit 2.1(a).

(b) Sublimits for Revolving Advances made against Eligible Inventory . The aggregate amount of Revolving Advances made to Borrower against Eligible Inventory shall not exceed (i) with respect to Eligible Inventory consisting of inventory that is in transit between locations of the Borrowers, in the aggregate, at any time outstanding $500,000, (ii) with respect to Eligible Inventory consisting of inventory that is in transit from a vendor located in the United States to a Borrower, in the aggregate, at any time outstanding $500,000, (iii) with respect to all Eligible Inventory temporarily stored at a Customer location in connection with the providing of services to such Customer, in the aggregate, at any time outstanding $250,000 and (iv) notwithstanding and without contradicting the foregoing clause (i), (ii) and (iii), with respect to all Eligible Inventory collectively, in the aggregate, at any time outstanding, an amount not greater than fifty percent (50%) of the Maximum Revolving Advance Amount then in effect.

2.2. Procedure for Revolving Advances Borrowing .

(a) Borrowing Agent on behalf of any Borrower may notify Agent prior to 12:00 noon on a Business Day of a Borrower’s request to incur, on that day, a Revolving Advance hereunder. Should any amount required to be paid as interest hereunder, or as fees or other charges under this Agreement or any other agreement with Agent or Lenders, or with respect to any other Obligation, become due, same shall be deemed a request for a Revolving Advance maintained as a Domestic Rate Loan as of the date such payment is due, in the amount required to pay in full such interest, fee, charge or Obligation under this Agreement or any other agreement with Agent or Lenders, and such request shall be irrevocable.

(b) Notwithstanding the provisions of subsection (a) above, in the event any Borrower desires to obtain a Eurodollar Rate Loan, Borrowing Agent shall give Agent written notice by no later than 12:00 noon on the day which is three (3) Business Days prior to the date such Eurodollar Rate Loan is to be borrowed, specifying (i) the date of the proposed borrowing (which shall be a Business Day), (ii) the type of borrowing and the amount on the date of such Advance to be borrowed, which amount shall be in a minimum amount of $250,000 and in integral multiples of $100,000 thereafter, and (iii) the duration of the first Interest Period therefor. Interest Periods for Eurodollar Rate Loans shall be for one, two, three or six months; provided, if an Interest Period would end on a day that is not a Business Day, it shall end on the next succeeding Business Day unless such day falls in the next succeeding calendar month in which case the Interest Period shall end on the next preceding Business Day. No Eurodollar Rate Loan shall be made available to any Borrower during the continuance of a Default or an Event of Default. After giving effect to each requested Eurodollar Rate Loan, including those which are converted from a Domestic Rate Loan under Section 2.2(d), there shall not be outstanding more than six (6) Eurodollar Rate Loans, in the aggregate.

(c) Each Interest Period of a Eurodollar Rate Loan shall commence on the date such Eurodollar Rate Loan is made and shall end on such date as Borrowing Agent may elect as set forth in subsection (b)(iii) above provided that the exact length of each Interest Period shall be determined in accordance with the practice of the interbank market for offshore Dollar deposits and no Interest Period shall end after the last day of the Term.

Borrowing Agent shall elect the initial Interest Period applicable to a Eurodollar Rate Loan by its notice of borrowing given to Agent pursuant to Section 2.2(b) or by its notice of conversion given to Agent pursuant to Section 2.2(d), as the case may be. Borrowing Agent shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to Agent of such duration not later than 12:00 noon on the day which is three (3) Business Days prior to the last day of the then current Interest Period applicable to such Eurodollar Rate Loan. If Agent does not receive timely notice of the Interest Period elected by Borrowing Agent, Borrowing Agent shall be deemed to have elected to convert to a Domestic Rate Loan subject to Section 2.2(d) below.

(d) Provided that no Event of Default shall have occurred and be continuing, Borrowing Agent may, on the last Business Day of the then current Interest Period applicable to any outstanding Eurodollar Rate Loan, or on any Business Day with respect to Domestic Rate Loans, convert any such loan into a loan of another type in the same aggregate principal amount provided that any conversion of a Eurodollar Rate Loan shall be made only on the last Business Day of the then current Interest Period applicable to such Eurodollar Rate Loan. If Borrowing Agent desires to convert a loan, Borrowing Agent shall give Agent written notice by no later than 12:00 noon (i) on the day which is three (3) Business Days’ prior to the date on which such conversion is to occur with respect to a conversion from a Domestic Rate Loan to a Eurodollar Rate Loan, or (ii) on the day which is one (1) Business Day prior to the date on which such conversion is to occur with respect to a conversion from a Eurodollar Rate Loan to a Domestic Rate Loan, specifying, in each case, the date of such conversion, the loans to be converted and if the conversion is from a Domestic Rate Loan to any other type of loan, the duration of the first Interest Period therefor.

(e) At its option and upon written notice given prior to 12:00 noon (New York time) at least three (3) Business Days’ prior to the date of such prepayment, any Borrower may prepay the Eurodollar Rate Loans in whole at any time or in part from time to time with accrued interest on the principal being prepaid to the date of such repayment. Such Borrower shall specify the date of prepayment of Advances which are Eurodollar Rate Loans and the amount of such prepayment. In the event that any prepayment of a Eurodollar Rate Loan is required or permitted on a date other than the last Business Day of the then current Interest Period with respect thereto, such Borrower shall indemnify Agent and Lenders therefor in accordance with Section 2.2(f) hereof.

(f) Each Borrower shall indemnify Agent and Lenders and hold Agent and Lenders harmless from and against any and all losses or expenses (excluding lost profits) that Agent and Lenders may sustain or incur as a consequence of any prepayment, conversion of or any default by any Borrower in the payment of the principal of or interest on any Eurodollar Rate Loan or failure by any Borrower to complete a borrowing of, a prepayment of or conversion of or to a Eurodollar Rate Loan after notice thereof has been given, including, but not limited to, any interest payable by Agent or Lenders to lenders of funds obtained by it in order to make or maintain its Eurodollar Rate Loans hereunder. A certificate as to any additional amounts payable pursuant to the foregoing sentence (reflecting the calculation thereof) submitted by Agent or any Lender to Borrowing Agent shall be conclusive absent manifest error.

(g) Notwithstanding any other provision hereof, if any Applicable Law or any change therein or in the interpretation or application thereof, shall make it unlawful for any Lender (for purposes of this subsection (g), the term “Lender” shall include any Lender and the office or branch where any Lender or any corporation or bank controlling such Lender makes or maintains any Eurodollar Rate Loans) to make or maintain its Eurodollar Rate Loans, the obligation of Lenders to make Eurodollar Rate Loans hereunder shall forthwith be cancelled and Borrowers shall, if any affected Eurodollar Rate Loans are then outstanding, promptly upon request from Agent, either pay all such affected Eurodollar Rate Loans or convert such affected Eurodollar Rate Loans into loans of another type. If any such payment or conversion of any Eurodollar Rate Loan is made on a day that is not the last day of the Interest Period applicable to such Eurodollar Rate Loan, Borrowers shall pay Agent, upon Agent’s request, such amount or amounts as may be necessary to compensate Lenders for any loss or expense sustained or incurred by Lenders in respect of such Eurodollar Rate Loan as a result of such payment or conversion, including (but not limited to) any interest or other amounts payable by Lenders to lenders of funds obtained by Lenders in order to make or maintain such Eurodollar Rate Loan. A certificate as to any additional amounts payable pursuant to the foregoing sentence (reflecting the calculation thereof) submitted by Lenders to Borrowing Agent shall be conclusive absent manifest error.

2.3. Disbursement of Advance Proceeds . All Advances shall be disbursed from whichever office or other place Agent may designate from time to time and, together with any and all other Obligations of Borrowers to Agent or Lenders, shall be charged to Borrowers’ Account on Agent’s books. During the Term, Borrowers may use the Revolving Advances by borrowing, prepaying and reborrowing, all in accordance with the terms and conditions hereof. The proceeds of each Revolving Advance requested by Borrowing Agent on behalf of any Borrower or deemed to have been requested by any Borrower under Section 2.2(a) hereof shall, with respect to requested Revolving Advances to the extent Lenders make such Revolving Advances, be made available to the applicable Borrower on the day so requested by way of credit to such Borrower’s operating account at PNC, or such other bank as Borrowing Agent may designate following notification to Agent, in immediately available federal funds or other immediately available funds or, with respect to Revolving Advances deemed to have been requested by any Borrower, be disbursed to Agent to be applied to the outstanding Obligations giving rise to such deemed request.

2.4. Reserved .

2.5. Maximum Advances . The aggregate balance of Revolving Advances outstanding at any time shall not exceed the lesser of (a) the Maximum Revolving Advance Amount less the Maximum Undrawn Amount of all issued and outstanding Letters of Credit or (b) the Formula Amount.

2.6. Repayment of Advances .

(a) The Revolving Advances shall be due and payable in full on the last day of the Term subject to earlier prepayment as herein provided.

(b) Each Borrower recognizes that the amounts evidenced by checks, notes, drafts or any other items of payment relating to and/or proceeds of Collateral may not be collectible by Agent on the date received. In consideration of Agent’s agreement to conditionally credit Borrowers’ Account as of the next Business Day following Agent’s receipt of those items of payment, each Borrower agrees that, in computing the charges under this Agreement, all items of payment shall be deemed applied by Agent on account of the Obligations one (1) Business Day after (i) the Business Day following Agent’s receipt of such payments via wire transfer or electronic depository check or (ii) in the case of payments received by Agent in any other form, the Business Day such payment constitutes good funds in Agent’s account. Agent is not, however, required to credit Borrowers’ Account for the amount of any item of payment which is unsatisfactory to Agent and Agent may charge Borrowers’ Account for the amount of any item of payment which is returned to Agent unpaid.

(c) All payments of principal, interest and other amounts payable hereunder, or under any of the Other Documents shall be made to Agent at the Payment Office not later than 1:00 p.m. (New York time) on the due date therefor in lawful money of the United States of America in federal funds or other funds immediately available to Agent. Agent shall have the right to effectuate payment on any and all Obligations due and owing hereunder by charging Borrowers’ Account or by making Advances as provided in Section 2.2 hereof.

(d) Other than with respect to taxes which shall be covered by Section 3.10 herein, Borrowers shall pay principal, interest, and all other amounts payable hereunder, or under any related agreement, without any deduction whatsoever, including, but not limited to, any deduction for any setoff or counterclaim.

2.7. Repayment of Excess Advances . The aggregate balance of Advances outstanding at any time in excess of the maximum amount of Advances permitted hereunder shall be immediately due and payable without the necessity of any demand, at the Payment Office, whether or not a Default or Event of Default has occurred.

2.8. Statement of Account . Agent shall maintain, in accordance with its customary procedures, a loan account (“ Borrowers’ Account ”) in the name of Borrowers in which shall be recorded the date and amount of each Advance made by Agent and the date and amount of each payment in respect thereof; provided, however , the failure by Agent to record the date and amount of any Advance shall not adversely affect Agent or any Lender. Each month, Agent shall send to Borrowing Agent a statement showing the accounting for the Advances made, payments made or credited in respect thereof, and other transactions between Agent and Borrowers during such month. The monthly statements shall be deemed correct and binding upon Borrowers in the absence of manifest error and shall constitute an account stated between Lenders and Borrowers unless Agent receives a written statement of Borrowers’ specific exceptions thereto within thirty (30) days after such statement is received by Borrowing Agent. The records of Agent with respect to the loan account shall be conclusive evidence absent manifest error of the amounts of Advances and other charges thereto and of payments applicable thereto.

2.9. Letters of Credit . Subject to the terms and conditions hereof, Agent shall issue or cause the issuance of standby and/or trade letters of credit (“ Letters of Credit ”) for the account of any Borrower except to the extent that the issuance thereof would then cause the sum of (i) the outstanding Revolving Advances plus (ii) the Maximum Undrawn Amount of all outstanding Letters of Credit to exceed the lesser of (x) the Maximum Revolving Advance Amount or (y) the sum of the Formula Amount plus the Maximum Undrawn Amount of all outstanding Letters of Credit. The Maximum Undrawn Amount of outstanding Letters of Credit shall not exceed in the aggregate at any time the Letter of Credit Sublimit. All disbursements or payments related to Letters of Credit shall be deemed to be Domestic Rate Loans consisting of Revolving Advances and shall bear interest at the Revolving Interest Rate for Domestic Rate Loans. Letters of Credit that have not been drawn upon shall not bear interest.

2.10. Issuance of Letters of Credit .

(a) Borrowing Agent, on behalf of Borrowers, may request Agent to issue or cause the issuance of a Letter of Credit by delivering to Agent at the Payment Office, prior to 12:00 noon (New York time), at least five (5) Business Days’ prior to the proposed date of issuance, Agent’s form of Letter of Credit Application (the “ Letter of Credit Application ”) completed to the satisfaction of Agent; and, such other certificates, documents and other papers and information as Agent may reasonably request. Borrowing Agent, on behalf of Borrowers, also has the right to give instructions and make agreements with respect to any application, any applicable letter of credit and security agreement, any applicable letter of credit reimbursement agreement and/or any other applicable agreement, any letter of credit and the disposition of documents, disposition of any unutilized funds, and to agree with Agent upon any amendment, extension or renewal of any Letter of Credit.

(b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts, other written demands for payment, or acceptances of usance drafts when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve (12) months after such Letter of Credit’s date of issuance and in no event later than the last day of the Term. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time a Letter of Credit is issued (the “ UCP ”) or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590) (the “ ISP98 Rules ”), and any subsequent revision thereof at the time a standby Letter of Credit is issued, as determined by Agent, and each trade Letter of Credit shall be subject to the UCP.

(c) Agent shall use its reasonable efforts to notify Lenders of the request by Borrowing Agent for a Letter of Credit hereunder.

2.11. Requirements For Issuance of Letters of Credit .

Issuer pursuant to the Letter of Credit and to accept and rely upon Agent’s instructions and agreements with respect to all matters arising in connection with the Letter of Credit, the application therefor or any acceptance thereof.

(b) In connection with all Letters of Credit issued or caused to be issued by Agent under this Agreement, each Borrower hereby appoints Agent, or its designee, as its attorney, with full power and authority if an Event of Default shall have occurred and be continuing, (i) to sign and/or endorse such Borrower’s name upon any warehouse or other receipts, letter of credit applications and acceptances, (ii) to sign such Borrower’s name on bills of lading; (iii) to clear Inventory through the United States of America Customs Department (“ Customs ”) in the name of such Borrower or Agent or Agent’s designee, and to sign and deliver to Customs officials powers of attorney in the name of such Borrower for such purpose; and (iv) to complete in such Borrower’s name or Agent’s, or in the name of Agent’s designee, any order, sale or transaction, obtain the necessary documents in connection therewith, and collect the proceeds thereof. Neither Agent nor its attorneys will be liable for any acts or omissions nor for any error of judgment or mistakes of fact or law, except for Agent’s or its attorney’s gross negligence or willful misconduct. This power, being coupled with an interest, is irrevocable as long as any Letters of Credit remain outstanding.

2.12. Disbursements, Reimbursement .

(a) Immediately upon the issuance of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from Agent a participation in such Letter of Credit and each drawing thereunder in an amount equal to such Lender’s Commitment Percentage of the Maximum Face Amount of such Letter of Credit and the amount of such drawing, respectively.

(b) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, Agent will promptly notify Borrowing Agent. Provided that Borrowing Agent shall have received such notice, Borrowers shall reimburse (such obligation to reimburse Agent shall sometimes be referred to as a “ Reimbursement Obligation ”) Agent prior to 12:00 noon, New York time on each date that an amount is paid by Agent under any Letter of Credit (each such date, a “ Drawing Date ”) in an amount equal to the amount so paid by Agent. In the event Borrowers fail to reimburse Agent for the full amount of any drawing under any Letter of Credit by 12:00 noon, New York time, on the Drawing Date, Agent will promptly notify each Lender thereof, and Borrowers shall be deemed to have requested that a Revolving Advance maintained as a Domestic Rate Loan be made by Lenders to be disbursed on the Drawing Date under such Letter of Credit, subject to the amount of the unutilized portion of the lesser of (i) the Maximum Revolving Advance Amount, less the Maximum Undrawn Amount of all outstanding Letters of Credit, or (ii) the Formula Amount and, in each case, subject to Section 8.2 hereof. Any notice given by Agent pursuant to this Section 2.12(b) may be oral if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

Section 2.12(d)) each be deemed to have made a Revolving Advance maintained as a Domestic Rate Loan to Borrowers in that amount. If any Lender so notified fails to make available to Agent the amount of such Lender’s Commitment Percentage of such amount by no later than 2:00 p.m., New York time on the Drawing Date, then interest shall accrue on such Lender’s obligation to make such payment, from the Drawing Date to the date on which such Lender makes such payment (i) at a rate per annum equal to the Federal Funds Effective Rate during the first three days following the Drawing Date and (ii) at a rate per annum equal to the rate applicable to Revolving Advances maintained as a Domestic Rate Loans on and after the fourth day following the Drawing Date. Agent will promptly give notice of the occurrence of the Drawing Date, but failure of Agent to give any such notice on the Drawing Date or in sufficient time to enable any Lender to effect such payment on such date shall not relieve such Lender from its obligation under this Section 2.12(c), provided that such Lender shall not be obligated to pay interest as provided in Section 2.12(c) (i) and (ii) until and commencing from the date of receipt of notice from Agent of a drawing.

(d) With respect to any unreimbursed drawing that is not converted into a Revolving Advance maintained as a Domestic Rate Loan to Borrowers in whole or in part as contemplated by Section 2.12(b), because of Borrowers’ failure to satisfy the conditions set forth in Section 8.2 hereof (other than any notice requirements) or for any other reason, Borrowers shall be deemed to have incurred from Agent a borrowing (each a “ Letter of Credit Borrowing ”) in the amount of such drawing. Such Letter of Credit Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the rate per annum applicable to a Revolving Advance maintained as a Domestic Rate Loan. Each Lender’s payment to Agent pursuant to Section 2.12(c) shall be deemed to be a payment in respect of its participation in such Letter of Credit Borrowing and shall constitute a “Participation Advance” from such Lender in satisfaction of its Participation Commitment under this Section 2.12.

(e) Each Lender’s Participation Commitment shall continue until the last to occur of any of the following events: (x) Agent ceases to be obligated to issue or cause to be issued Letters of Credit hereunder; (y) no Letter of Credit issued or created hereunder remains outstanding and uncancelled; and (z) all Persons (other than Borrowers) have been fully reimbursed for all payments made under or relating to Letters of Credit.

2.13. Repayment of Participation Advances .

(a) Upon (and only upon) receipt by Agent for its account of immediately available funds from Borrowers (i) in reimbursement of any payment made by Agent under the Letter of Credit with respect to which any Lender has made a Participation Advance to Agent, or (ii) in payment of interest on such payment made by Agent under such a Letter of Credit, Agent will pay to each Lender, in the same funds as those received by Agent, the amount of such Lender’s Commitment Percentage of such funds, except Agent shall retain the amount of the Commitment Percentage of such funds of any Lender that did not make a Participation Advance in respect of such payment by Agent.

payment made under the Letter of Credit or interest or fee thereon, each Lender shall, on demand of Agent, forthwith return to Agent the amount of its Commitment Percentage of any amounts so returned by Agent plus interest at the Federal Funds Effective Rate.

2.14. Documentation . Each Borrower agrees to be bound by the terms of the Letter of Credit Application and by Agent’s interpretations of any Letter of Credit issued on behalf of such Borrower and by Agent’s written regulations and customary practices relating to letters of credit, though Agent’s interpretations may be different from such Borrower’s own. In the event of a conflict between the Letter of Credit Application and this Agreement, this Agreement shall govern. It is understood and agreed that, except in the case of gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final non-appealable judgment), Agent shall not be liable for any error, negligence and/or mistakes, whether of omission or commission, in following the Borrowing Agent’s or any Borrower’s instructions or those contained in the Letters of Credit or any modifications, amendments or supplements thereto.

2.15. Determination to Honor Drawing Request . In determining whether to honor any request for drawing under any Letter of Credit by the beneficiary thereof, Agent shall be responsible only to determine that the documents and certificates required to be delivered under such Letter of Credit have been delivered and that they comply on their face with the requirements of such Letter of Credit and that any other drawing condition appearing on the face of such Letter of Credit has been satisfied in the manner so set forth.

2.16. Nature of Participation and Reimbursement Obligations . Each Lender’s obligation in accordance with this Agreement to make the Revolving Advances or Participation Advances as a result of a drawing under a Letter of Credit, and the obligations of Borrowers to reimburse Agent upon a draw under a Letter of Credit, shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Section 2.16 under all circumstances, including the following circumstances:

(i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against Agent, any Borrower or any other Person for any reason whatsoever;

(ii) the failure of any Borrower or any other Person to comply, in connection with a Letter of Credit Borrowing, with the conditions set forth in this Agreement for the making of a Revolving Advance, it being acknowledged that such conditions are not required for the making of a Letter of Credit Borrowing and the obligation of Lenders to make Participation Advances under Section 2.12;

(iii) any lack of validity or enforceability of any Letter of Credit;

acting), Agent or any Lender or any other Person, whether in connection with this Agreement, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between any Borrower or any Subsidiaries of such Borrower and the beneficiary for which any Letter of Credit was procured);

(v) the lack of power or authority of any signer of (or any defect in or forgery of any signature or endorsement on) or the form of or lack of validity, sufficiency, accuracy, enforceability or genuineness of any draft, demand, instrument, certificate or other document presented under or in connection with any Letter of Credit, or any fraud or alleged fraud in connection with any Letter of Credit, or the transport of any property or provisions of services relating to a Letter of Credit, in each case even if Agent or any of Agent’s Affiliates has been notified thereof;

(vi) payment by Agent under any Letter of Credit against presentation of a demand, draft or certificate or other document which does not comply with the terms of such Letter of Credit;

(vii) the solvency of, or any acts or omissions by, any beneficiary of any Letter of Credit, or any other Person having a role in any transaction or obligation relating to a Letter of Credit, or the existence, nature, quality, quantity, condition, value or other characteristic of any property or services relating to a Letter of Credit;

(viii) any failure by Agent or any of Agent’s Affiliates to issue any Letter of Credit in the form requested by Borrowing Agent, unless Agent has received written notice from Borrowing Agent of such failure within three (3) Business Days after Agent shall have furnished Borrowing Agent a copy of such Letter of Credit and such error is material and no drawing has been made thereon prior to receipt of such notice;

(ix) any Material Adverse Effect;

(x) any breach of this Agreement or any Other Document by any party thereto;

(xi) the occurrence or continuance of an insolvency proceeding with respect to any Borrower or any Guarantor;

(xii) the fact that a Default or Event of Default shall have occurred and be continuing;

(xiii) the fact that the Term shall have expired or this Agreement or the Obligations hereunder shall have been terminated; and

(xiv) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing.

liabilities, damages, penalties, interest, judgments, losses, costs, charges and expenses (including reasonable fees, expenses and disbursements of counsel and allocated costs of internal counsel) which Agent or any of Agent’s Affiliates may incur or be subject to as a consequence, direct or indirect, of the issuance of any Letter of Credit, other than as a result of (a) the gross negligence or willful misconduct of Agent as determined by a final and non-appealable judgment of a court of competent jurisdiction or (b) the wrongful dishonor by Agent or any of Agent’s Affiliates of a proper demand for payment made under any Letter of Credit, except if such dishonor resulted from any act or omission, whether rightful or wrongful, of any present or future de jure or de facto Governmental Body (all such acts or omissions herein called “ Governmental Acts ”).

2.18. Liability for Acts and Omissions . As between Borrowers and Agent and Lenders, each Borrower assumes all risks of the acts and omissions of, or misuse of the Letters of Credit by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the respective foregoing, Agent shall not be responsible for: (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for an issuance of any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged (even if Agent shall have been notified thereof); (ii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) the failure of the beneficiary of any such Letter of Credit, or any other party to which such Letter of Credit may be transferred, to comply fully with any conditions required in order to draw upon such Letter of Credit or any other claim of any Borrower against any beneficiary of such Letter of Credit, or any such transferee, or any dispute between or among any Borrower and any beneficiary of any Letter of Credit or any such transferee; (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, facsimile, telex or otherwise, whether or not they be in cipher; (v) errors in interpretation of technical terms; (vi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (vii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit; or (viii) any consequences arising from causes beyond the control of Agent, including any governmental acts, and none of the above shall affect or impair, or prevent the vesting of, any of Agent’s rights or powers hereunder. Nothing in the preceding sentence shall relieve Agent from liability for Agent’s gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final non-appealable judgment) in connection with actions or omissions described in such clauses (i) through (viii) of such sentence. In no event shall Agent or Agent’s Affiliates be liable to any Borrower for any indirect, consequential, incidental, punitive, exemplary or special damages or expenses (including without limitation attorneys’ fees), or for any damages resulting from any change in the value of any property relating to a Letter of Credit.

dishonored presentation under a Letter of Credit, whether such dishonor was pursuant to a court order, to settle or compromise any claim of wrongful dishonor, or otherwise, and shall be entitled to reimbursement to the same extent as if such presentation had initially been honored, together with any interest paid by Agent or its Affiliates; (iv) may honor any drawing that is payable upon presentation of a statement advising negotiation or payment, upon receipt of such statement (even if such statement indicates that a draft or other document is being delivered separately), and shall not be liable for any failure of any such draft or other document to arrive, or to conform in any way with the relevant Letter of Credit; (v) may pay any paying or negotiating bank claiming that it rightfully honored under the laws or practices of the place where such bank is located; and (vi) may settle or adjust any claim or demand made on Agent or its Affiliate in any way related to any order issued at the applicant’s request to an air carrier, a letter of guarantee or of indemnity issued to a carrier or any similar document (each an “ Order ”) and honor any drawing in connection with any Letter of Credit that is the subject of such Order, notwithstanding that any drafts or other documents presented in connection with such Letter of Credit fail to conform in any way with such Letter of Credit.

In furtherance and extension and not in limitation of the specific provisions set forth above, any action taken or omitted by Agent under or in connection with the Letters of Credit issued by it or any documents and certificates delivered thereunder, if taken or omitted in good faith and without gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final non-appealable judgment), shall not put Agent under any resulting liability to any Borrower or any Lender.

2.19. Additional Payments . Any sums expended by Agent or any Lender due to any Borrower’s failure to perform or comply with its obligations under this Agreement or any Other Document including any Borrower’s obligations under Sections 4.2, 4.4, 4.12, 4.13, 4.14, 4.20 and 6.1 hereof, may be charged to Borrowers’ Account as a Revolving Advance and added to the Obligations.

2.20. Manner of Borrowing and Payment .

(a) Each borrowing of Revolving Advances shall be advanced according to the applicable Commitment Percentages of Lenders.

(b) Each payment (including each prepayment) by any Borrower on account of the principal of and interest on the Revolving Advances, shall be applied to the Revolving Advances pro rata according to the applicable Commitment Percentages of Lenders. Except as expressly provided herein, all payments (including prepayments) to be made by any Borrower on account of principal, interest and fees shall be made without set off or counterclaim and shall be made to Agent on behalf of Lenders to the Payment Office, in each case on or prior to 1:00 P.M., New York time, in Dollars and in immediately available funds.

commencing with the first Settlement Date following the Closing Date, Agent and Lenders shall make certain payments as follows: (I) if the aggregate amount of new Revolving Advances made by Agent during the preceding Week (if any) exceeds the aggregate amount of repayments applied to outstanding Revolving Advances during such preceding Week, then each Lender shall provide Agent with funds in an amount equal to its applicable Commitment Percentage of the difference between (w) such Revolving Advances and (x) such repayments and (II) if the aggregate amount of repayments applied to outstanding Revolving Advances during such Week exceeds the aggregate amount of new Revolving Advances made during such Week, then Agent shall provide each Lender with funds in an amount equal to its applicable Commitment Percentage of the difference between (y) such repayments and (z) such Revolving Advances.

(ii) Each Lender shall be entitled to earn interest at the Revolving Interest Rate on outstanding Advances which it has funded.

(iii) Promptly following each Settlement Date, Agent shall submit to each Lender a certificate with respect to payments received and Advances made during the Week immediately preceding such Settlement Date. Such certificate of Agent shall be conclusive in the absence of manifest error.

(d) If any Lender or Participant (a “ Benefited Lender ”) shall at any time receive any payment of all or part of its Advances, or interest thereon, or receive any Collateral in respect thereof (whether voluntarily or involuntarily or by set-off) in a greater proportion than any such payment to and Collateral received by any other Lender, if any, in respect of such other Lender’s Advances, or interest thereon, and such greater proportionate payment or receipt of Collateral is not expressly permitted hereunder, such Benefited Lender shall purchase for cash from the other Lenders a participation in such portion of each such other Lender’s Advances, or shall provide such other Lender with the benefits of any such Collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such Collateral or proceeds ratably with each of the other Lenders; provided, however , that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Each Lender so purchasing a portion of another Lender’s Advances may exercise all rights of payment (including rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion.

any amounts owing under this paragraph (e) shall be conclusive, in the absence of manifest error. If such amount is not in fact made available to Agent by such Lender within three (3) Business Days after such Settlement Date, Agent shall be entitled to recover such an amount, with interest thereon at the rate per annum then applicable to such Revolving Advances hereunder, on demand from Borrowers; provided, however , that Agent’s right to such recovery shall not prejudice or otherwise adversely affect Borrowers’ rights (if any) against such Lender.

2.21. Mandatory Prepayments .

(a) Subject to Section 4.3 hereof, when any Borrower either (i) sells or otherwise disposes of any Collateral (other than sales or other dispositions referred to in clauses (i), (ii), (iv), (vi), (vii), (viii) and (ix) of Section 7.1(b)) or (ii) receives the proceeds of or payment in respect of any property or casualty insurance claims or any condemnation proceedings with respect to any Collateral (a “ Recovery Event ”), and receives net cash proceeds as the result of such sale, disposal or Recovery Event, Borrowers shall repay the Advances in an amount equal to the net proceeds of such sale, disposition or Recovery Event (i.e., gross cash proceeds less the reasonable costs of such sales or other dispositions or of collecting on or settling such insurance claim or condemnation proceeding), such repayments to be made promptly but in no event more than five (5) Business Days following receipt of such net cash proceeds, and until the date of payment, such proceeds shall be held in trust for Agent. The foregoing shall not be deemed to be implied consent to any such sale or disposition otherwise prohibited by the terms and conditions hereof. Such repayments shall be applied first, to the remaining Revolving Advances in such order as Agent may determine, subject to Borrowers’ ability to reborrow Revolving Advances in accordance with the terms hereof, and second, to cash collateralization of all Obligations relating to any outstanding Letters of Credit in accordance with the provisions of Section 3.2(b).

2.22. Use of Proceeds .

(a) Borrowers shall apply the proceeds of Advances to (i) refinance existing indebtedness of the Borrowers (including, without limitation, repay existing indebtedness owed under the Existing Credit Facilities), (ii) finance Permitted Investments, (iii) pay fees and expenses relating to this transaction and (iv) provide for its working capital needs and reimburse drawings under Letters of Credit.

(b) Without limiting the generality of Section 2.22(a) above, neither the Borrowers, the Guarantors nor any other Person which may in the future become party to this Agreement or the Other Documents as a Borrower or Guarantor, intends to use nor shall they use any portion of the proceeds of the Advances, directly or indirectly, for any purpose in violation of the Trading with the Enemy Act.

2.23. Defaulting Lender .

actual refusal would constitute a breach by such Lender of its obligations under this Agreement) (each, a “ Lender Default ”), all rights and obligations hereunder of such Lender (a “ Defaulting Lender ”) as to which a Lender Default is in effect and of the other parties hereto shall be modified to the extent of the express provisions of this Section 2.23 while such Lender Default remains in effect.

(b) Advances shall be incurred pro rata from Lenders (the “ Non-Defaulting Lenders ”) which are not Defaulting Lenders based on their respective Commitment Percentages, and no Commitment Percentage of any Lender or any pro rata share of any Advances required to be advanced by any Lender shall be increased as a result of such Lender Default. Amounts received in respect of principal of any type of Advances shall be applied to reduce the applicable Advances of each Lender (other than any Defaulting Lender) pro rata based on the aggregate of the outstanding Advances of that type of all Lenders at the time of such application; provided, that, Agent shall not be obligated to transfer to a Defaulting Lender any payments received by Agent for the Defaulting Lender’s benefit, nor shall a Defaulting Lender be entitled to the sharing of any payments hereunder (including any principal, interest or fees). Amounts payable to a Defaulting Lender shall instead be paid to or retained by Agent. Agent may hold and, in its discretion, re-lend to a Borrower the amount of such payments received or retained by it for the account of such Defaulting Lender.

(c) A Defaulting Lender shall not be entitled to give instructions to Agent or to approve, disapprove, consent to or vote on any matters relating to this Agreement and the Other Documents. All amendments, waivers and other modifications of this Agreement and the Other Documents may be made without regard to a Defaulting Lender and, for purposes of the definition of “Required Lenders”, a Defaulting Lender shall be deemed not to be a Lender and not to have either Advances outstanding or a Commitment Percentage.

(d) Other than as expressly set forth in this Section 2.23, the rights and obligations of a Defaulting Lender (including the obligation to indemnify Agent) and the other parties hereto shall remain unchanged. Nothing in this Section 2.23 shall be deemed to release any Defaulting Lender from its obligations under this Agreement and the Other Documents, shall alter such obligations, shall operate as a waiver of any default by such Defaulting Lender hereunder, or shall prejudice any rights which any Borrower, Agent or any Lender may have against any Defaulting Lender as a result of any default by such Defaulting Lender hereunder.

(e) In the event a Defaulting Lender retroactively cures to the satisfaction of Agent and Borrowing Agent the breach which caused a Lender to become a Defaulting Lender and Borrowing Agent notifies Agent that it is satisfied with respect to Defaulting Lender’s ability to satisfy its obligations under this Agreement in the future, such Defaulting Lender shall no longer be a Defaulting Lender and shall be treated as a Lender under this Agreement.

2.24. Increase in Maximum Revolving Advance Amount .

(a) Borrowers may, at any time request that the Maximum Revolving Advance Amount be increased by (1) one or more of the current Lenders increasing their Commitment Amount (any current Lender which elects to increase its Commitment Amount shall be referred to as an “ Increasing Lender ”) or (2) one or more new lenders (each a “ New

Lender ”) joining this Agreement and providing a Commitment Amount hereunder, subject to the following terms and conditions:

(i) No current Lender shall be obligated to increase its Commitment Amount and any increase in the Commitment Amount by any current Lender shall be in the sole discretion of such current Lender;

(ii) Borrowers may not request the addition of a New Lender unless (and then only to the extent that) there is insufficient participation on behalf of the existing Lenders in the increased Commitments being requested by Borrowers;

(iii) There shall exist no Event of Default or Default on the effective date of such increase after giving effect to such increase;

(iv) After giving effect to such increase, the Maximum Revolving Advance Amount shall not exceed the sum of (a) $30,000,000 and (b) (I) $30,000,000, less (II) the amount of “Incremental Commitments” under and as defined in the Term Loan Agreement as in effect on the Closing Date that have been made available pursuant to the Term Loan Agreement;

(v) Borrowers may not request an increase in the Maximum Revolving Advance Amount under this Section 2.24 more than three (3) times during the Term, and no single such increase in the Maximum Revolving Advance Amount shall be for an amount less than $10,000,000;

(vi) Borrowers shall deliver to Agent on or before the effective date of such increase the following documents in form and substance satisfactory to Agent: (1) certifications of their corporate secretaries with attached resolutions certifying that the increase in the Commitment Amounts has been approved by such Borrowers, (2) certificate dated as of the effective date of such increase certifying that (a) no Default or Event of Default shall have occurred and be continuing, and (b) the representations and warranties made by each Borrower herein and in the Other Documents are true and complete in all respects with the same force and effect as if made on and as of such date (except to the extent any such representation or warranty expressly relates only to any earlier and/or specified date), (3) such other agreements, instruments and information (including supplements or modifications to this Agreement and/or the Other Documents executed by Borrowers as Agent reasonably deems necessary in order to document the increase to the Maximum Revolving Advance Amount and to protect, preserve and continue the perfection and priority of the liens, security interests, rights and remedies of Agent and Lenders hereunder and under the Other Documents in light of such increase, and (4) an opinion of counsel in form and substance satisfactory to Agent which shall cover such matters related to such increase as Agent may reasonably require and each Borrower hereby authorizes and directs such counsel to deliver such opinions to Agent and Lenders;

(vii) The increase in the Maximum Revolving Advance Amount shall be on terms and conditions (including pricing terms) not less favorable than that provided to the Lenders party to this Agreement prior to such effective date;

(viii) Borrowers shall execute and deliver (1) to each Increasing Lender a replacement Note reflecting the new amount of such Increasing Lender’s Commitment Amount after giving effect to the increase (and the prior Note issued to such Increasing Lender shall be deemed to be cancelled) and (2) to each New Lender a Note reflecting the amount of such New Lender’s Commitment Amount;

(ix) Any New Lender shall be subject to the approval of Agent and Issuer;

(x) Each Increasing Lender shall confirm its agreement to increase its Commitment Amount pursuant to an acknowledgement in a form acceptable to Agent, signed by it and each Borrower and delivered to Agent at least five (5) days before the effective date of such increase; and

(xi) Each New Lender shall execute a lender joinder in substantially the form of Exhibit 2.24 pursuant to which such New Lender shall join and become a party to this Agreement and the Other Documents with a Commitment Amount as set forth in such lender joinder.

(b) On the effective date of such increase, (i) Borrowers shall repay all Revolving Advances then outstanding, subject to Borrowers’ obligations under Sections 3.7, 3.9, or 3.10; provided that subject to the other conditions of this Agreement, the Borrowing Agent may request new Revolving Advances on such date, and further provided that PNC hereby agrees in its capacity as Lender hereunder (but not for any assignees of PNC in its capacity as Lender) that in the event of any such increase, PNC shall waive any amounts payable to PNC in its capacity as a Lender under Section 2.2(f) as a result of any repayment of Revolving Advances owing to PNC in its capacity as a Lender pursuant to this clause (i), and (ii) the Commitment Percentages of Lenders (including each Increasing Lender and/or New Lender) shall be recalculated such that each such Lender’s Commitment Percentage is equal to (x) the Commitment Amount of such Lender divided by (y) the aggregate of the Commitment Amounts of all Lenders. Each Lender shall participate in any new Revolving Advances made on or after such date in accordance with its Commitment Percentage after giving effect to the increase in the Maximum Revolving Advance Amount and recalculation of the Commitment Percentages contemplated by this Section 2.24.

(c) On the effective date of such increase, each Increasing Lender shall be deemed to have purchased an additional/increased participation in, and each New Lender will be deemed to have purchased a new participation in, each then outstanding Letter of Credit and each drawing thereunder and the amount of each drawing. As necessary to effectuate the foregoing, each existing Lender holding a Commitment Percentage that is not an Increasing Lender shall be deemed to have sold to each applicable Increasing Lender and/or New Lender, as necessary, a portion of such existing Lender’s participations in such outstanding Letters of Credit and drawings such that, after giving effect to all such purchases and sales, each Lender holding a Commitment (including each Increasing Lender and/or New Lender) shall hold a participation in all Letters of Credit (and drawings thereunder).

(d) On the effective date of such increase, Borrowers shall pay all cost and expenses incurred by Agent and by each Increasing Lender and New Lender in connection with the negotiations regarding, and the preparation, negotiation, execution and delivery of all agreements and instruments executed and delivered by any of Agent, Borrowers and/or Increasing Lenders and New Lenders in connection with, such increase (including all fees for any supplemental or additional public filings of any Other Documents necessary to protect, preserve and continue the perfection and priority of the liens, security interests, rights and remedies of Agent and Lenders hereunder and under the Other Documents in light of such increase).

III.	INTEREST AND FEES.

3.1. Interest . Interest on Advances shall be payable in arrears on the first day of each month with respect to Domestic Rate Loans and, with respect to Eurodollar Rate Loans, at the end of each Interest Period or, for Eurodollar Rate Loans with an Interest Period in excess of three months, at the earlier of (a) each three months from the commencement of such Eurodollar Rate Loan or (b) the end of the Interest Period. Interest charges shall be computed on the actual principal amount of Advances outstanding during the month at a rate per annum equal to with respect to Revolving Advances, the applicable Revolving Interest Rate. Whenever, subsequent to the date of this Agreement, the Alternate Base Rate is increased or decreased, the Revolving Interest Rate shall be similarly changed without notice or demand of any kind by an amount equal to the amount of such change in the Alternate Base Rate during the time such change or changes remain in effect. The Eurodollar Rate shall be adjusted with respect to Eurodollar Rate Loans without notice or demand of any kind on the effective date of any change in the Reserve Percentage as of such effective date. Upon and after the occurrence of an Event of Default, and during the continuation thereof, from and after written notice to the Borrowing Agent from Agent, at the option of Agent or at the direction of Required Lenders (or, notwithstanding the forgoing, in the case of any Event of Default under Section 10.7, immediately and automatically upon the occurrence of any such Event of Default without the requirement of any notice or any other affirmative action by any party), the Obligations shall bear interest at the Revolving Interest Rate plus two (2.00%) percent per annum (as applicable, the “ Default Rate ”).

3.2. Letter of Credit Fees .

shall reimburse Agent for any and all fees and expenses, if any, paid by Agent to the Issuer, all of the foregoing provided for in this sentence to be payable within five (5) Business Days of demand therefor. All such charges shall be deemed earned in full on the date when the same are due and payable hereunder and shall not be subject to rebate or pro-ration upon the termination of this Agreement for any reason. Any such charge in effect at the time of a particular transaction shall be the charge for that transaction, notwithstanding any subsequent change in the Issuer’s prevailing charges for that type of transaction. All Letter of Credit Fees payable hereunder shall be deemed earned in full on the date when the same are due and payable hereunder and shall not be subject to rebate or pro-ration upon the termination of this Agreement for any reason. Upon and after the occurrence of an Event of Default, and during the continuation thereof, from and after written notice to the Borrowing Agent from Agent, at the option of Agent or at the direction of Required Lenders (or, notwithstanding the forgoing, in the case of any Event of Default under Section 10.7, immediately and automatically upon the occurrence of any such Event of Default without the requirement of any notice or any other affirmative action by any party), the Letter of Credit Fees described in clause (x) of this Section 3.2(a) shall be increased by an additional two percent (2.00%) per annum.

(b) At any time during the existence of an Event of Default, upon written request of Agent or Required Lenders, and upon the expiration of the Term or any other termination of this Agreement (and also, if applicable, in connection with any mandatory prepayment under Section 2.21) (and, notwithstanding the forgoing, in the case of any Event of Default under Section 10.7, immediately and automatically upon the occurrence of any such Event of Default without the requirement of any notice or any other affirmative action by any party), Borrowers will cause cash to be deposited and maintained in an account with Agent, as cash collateral, in an amount equal to one hundred and five percent (105%) of the Maximum Undrawn Amount of all outstanding Letters of Credit, and each Borrower hereby irrevocably authorizes Agent, in its discretion, on such Borrower’s behalf and in such Borrower’s name, to open such an account and to make and maintain deposits therein, or in an account opened by such Borrower, in the amounts required to be made by such Borrower, out of the proceeds of Receivables or other Collateral or out of any other funds of such Borrower coming into any Lender’s possession at any time. Agent will invest such cash collateral (less applicable reserves) in such short-term money-market items as to which Agent and such Borrower mutually agree and the net return on such investments shall be credited to such account and constitute additional cash collateral. No Borrower may withdraw amounts credited to any such account except upon the occurrence of all of the following: (x) payment and performance in full of all Obligations; (y) expiration of all Letters of Credit; and (z) termination of this Agreement. Borrowers hereby grant to Agent a Lien and security interest in any such cash collateral and any right, title and interest of Borrowers in any deposit account or investment account in which such cash collateral may be deposited or held from time to time.

3.3. Closing Fee and Facility Fee .

(a) Upon the execution of this Agreement, Borrowers shall pay to Agent for the ratable benefit of Lenders a closing fee of $75,000.

(b) If, for any calendar quarter during the Term, the average daily unpaid balance of the Revolving Advances plus the Maximum Undrawn Amount of all outstanding

Letters of Credit for each day of such calendar quarter does not equal the Maximum Revolving Advance Amount, then Borrowers shall pay to Agent for the ratable benefit of Lenders a fee at a rate equal to five hundred basis points (0.50%) per annum on the amount by which the Maximum Revolving Advance Amount exceeds such average daily unpaid balance. Such fee shall be payable to Agent in arrears on the first day of each calendar quarter with respect to the previous calendar quarter.

3.4. Collateral Evaluation Fee and Collateral Monitoring Fee .

(a) Borrowers shall pay Agent a collateral monitoring fee equal to $1,500 per month commencing on the first day of the month following the Closing Date and on the first day of each month thereafter during the Term. The collateral monitoring fee shall be deemed earned in full on the date when same is due and payable hereunder and shall not be subject to rebate or proration upon termination of this Agreement for any reason.

(b) Borrowers shall pay to Agent on the first day of each month following any month in which Agent performs any collateral evaluation – namely any field examination, collateral analysis or other business analysis, the need for which is to be determined by Agent in its Permitted Discretions and which evaluation is undertaken by Agent or for Agent’s benefit – a collateral evaluation fee in an amount equal to $1,000 per day for each person employed to perform such evaluation, plus all costs and disbursements incurred by Agent in the performance of such examination or analysis. Without in any way limiting Agent’s rights under Section 4.10 to inspect and evaluate the Collateral and Borrowers’ business records, the parties hereto hereby agree that Borrowers shall not be liable to pay collateral evaluation fees and other costs and disbursements pursuant to this Section 3.4 in an aggregate amount for the period of 365 commencing on the Closing Date, or any successive period of 365 days thereafter, in excess of $40,000 plus actual out-of-pocket expenses; provided that (x) after the occurrence and during the continuance of any Event of Default, Borrowers shall be liable for the collateral evaluation fees and other costs and disbursements for any and all collateral evaluations/field exams/analyses that Agent shall elect in its Permitted Discretion to conduct (and the fees, costs and expenses of any such collateral evaluations/field exams/analyses conducted after the occurrence and during the continuance of any Event of Default shall not be counted against the limitations on Borrowers’ liability otherwise provided for in this sentence) and (y) nothing in this Section 3.4(a) shall be construed under any circumstances to limit the number of collateral evaluations/field exams/analyses which Agent may conduct at its own expense in accordance with its rights under Section 4.10.

(c) All of the fees and out-of-pocket costs and expenses of any appraisals conducted pursuant to Section 4.21 hereof shall be paid for when due, in full and without off-set, by Borrowers.

3.5. Computation of Interest and Fees . Interest and fees hereunder shall be computed on the basis of a year of 360 days and for the actual number of days elapsed. If any payment to be made hereunder becomes due and payable on a day other than a Business Day, the due date thereof shall be extended to the next succeeding Business Day and interest thereon shall be payable at the Revolving Interest Rate during such extension.

3.6. Maximum Charges . In no event whatsoever shall interest and other charges charged hereunder exceed the highest rate permissible under law. In the event interest and other charges as computed hereunder would otherwise exceed the highest rate permitted under law, such excess amount shall be first applied to any unpaid principal balance owed by Borrowers, and if the then remaining excess amount is greater than the previously unpaid principal balance, Lenders shall promptly refund such excess amount to Borrowers and the provisions hereof shall be deemed amended to provide for such permissible rate.

3.7. Increased Costs . In the event that any Applicable Law or any Change in Law or compliance by any Lender (for purposes of this Section 3.7, the term “Lender” shall include Agent or Lender and any corporation or bank controlling Agent or any Lender, and the office or branch where Agent or any Lender makes or maintains any Eurodollar Rate Loans) with any request or directive (whether or not having the force of law) from any central bank or other financial, monetary or other authority, shall:

(a) impose, modify or hold applicable any reserve, special deposit, assessment or similar requirement against assets held by, or deposits in or for the account of, advances or loans by, or other credit extended by, any office of Agent or any Lender, including pursuant to Regulation D of the Board of Governors of the Federal Reserve System; or

(b) impose on Agent or any Lender or the London interbank Eurodollar market any other condition with respect to this Agreement or any Other Document;

and the result of any of the foregoing is to increase the cost to Agent or any Lender of making, renewing or maintaining its Advances hereunder by an amount that Agent or such Lender deems to be material or to reduce the amount of any payment (whether of principal, interest or otherwise) in respect of any of the Advances by an amount that Agent or such Lender deems to be material, then, in any case Borrowers shall promptly pay Agent or such Lender, upon its demand, such additional amount as will compensate Agent or such Lender for such additional cost or such reduction, as the case may be, provided that the foregoing shall not apply to increased costs which are reflected in the Eurodollar Rate, as the case may be. Agent or such Lender shall certify the amount of such additional cost or reduced amount to Borrowing Agent, and such certification (which shall reflect the calculation of such amount) shall be conclusive absent manifest error. Notwithstanding the foregoing, the Borrowers shall not be required to provide any compensation pursuant to this Section 3.7 for any such amounts incurred more than 270 days prior to the date on which the demand for payment of such amounts is first made to Borrowing Agent.

3.8. Basis For Determining Interest Rate Inadequate or Unfair . In the event that Agent or any Lender shall have determined that:

(a) reasonable means do not exist for ascertaining the Eurodollar Rate applicable pursuant to Section 2.2 hereof for any Interest Period; or

(b) Dollar deposits in the relevant amount and for the relevant maturity are not available in the London interbank Eurodollar market, with respect to an outstanding Eurodollar Rate Loan, a proposed Eurodollar Rate Loan, or a proposed conversion of a Domestic Rate Loan into a Eurodollar Rate Loan,

then Agent shall give Borrowing Agent prompt written or telephonic notice of such determination. If such notice is given, (i) any such requested Eurodollar Rate Loan shall be made as a Domestic Rate Loan, unless Borrowing Agent shall notify Agent no later than 12:00 noon (New York City time) two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing shall be cancelled or made as an unaffected type of Eurodollar Rate Loan, (ii) any Domestic Rate Loan or Eurodollar Rate Loan which was to have been converted to an affected type of Eurodollar Rate Loan shall be continued as or converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 12:00 noon (New York City time) two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of Eurodollar Rate Loan, and (iii) any outstanding affected Eurodollar Rate Loans shall be converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 12:00 noon (New York City time) two (2) Business Days prior to the last Business Day of the then current Interest Period applicable to such affected Eurodollar Rate Loan, shall be converted into an unaffected type of Eurodollar Rate Loan, on the last Business Day of the then current Interest Period for such affected Eurodollar Rate Loans. Until such notice has been withdrawn, Lenders shall have no obligation to make an affected type of Eurodollar Rate Loan or maintain outstanding affected Eurodollar Rate Loans and no Borrower shall have the right to convert a Domestic Rate Loan or an unaffected type of Eurodollar Rate Loan into an affected type of Eurodollar Rate Loan.

3.9. Capital Adequacy .

(a) In the event that Agent or any Lender shall have determined that any Applicable Law or guideline regarding capital adequacy, or any Change in Law or any change in the interpretation or administration thereof by any Governmental Body, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Agent or any Lender (for purposes of this Section 3.9, the term “Lender” shall include Agent or any Lender and any corporation or bank controlling Agent or any Lender) and the office or branch where Agent or any Lender (as so defined) makes or maintains any Eurodollar Rate Loans ) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on Agent or any Lender’s capital as a consequence of its obligations hereunder to a level below that which Agent or such Lender could have achieved but for such adoption, change or compliance (taking into consideration Agent’s and each Lender’s policies with respect to capital adequacy) by an amount deemed by Agent or any Lender to be material, then, from time to time, Borrowers shall pay upon demand to Agent or such Lender such additional amount or amounts as will compensate Agent or such Lender for such reduction. In determining such amount or amounts, Agent or such Lender may use any reasonable averaging or attribution methods. The protection of this Section 3.9 shall be available to Agent and each Lender regardless of any possible contention of invalidity or inapplicability with respect to the Applicable Law, regulation or condition. However, notwithstanding anything contained in the foregoing, neither Agent or any Lender shall make a demand on Borrowers for any additional amounts under this Section 3.9 unless Agent or such Lender (as applicable) shall have (to the extent Agent or such Lender is legally entitled to) requested payment of similar additional amounts from all of its borrowers and customers that are similarly situated to Borrowers.

(b) A certificate of Agent or such Lender setting forth such amount or amounts as shall be necessary to compensate Agent or such Lender with respect to Section 3.9(a) hereof when delivered to Borrowing Agent shall be conclusive absent manifest error.

(c) Notwithstanding anything to the contrary contained herein, the Borrowers shall not be required to compensate Agent or any Lender pursuant to this Section 3.9 for any reductions in return incurred more than 270 days prior to the date that Agent or such Lender notifies Borrowing Agent of such law, rule, regulation or guideline giving rise to such reductions and of Agent’s or such Lender’s intention to claim compensation therefore.

3.10. Gross Up for Taxes . If any Loan Party shall be required by Applicable Law to withhold or deduct any taxes from or in respect of any sum payable under this Agreement or any of the Other Documents to Agent, or any Lender, assignee of any Lender, or Participant (each, individually, a “ Payee ” and collectively, the “ Payees ”), (a) the sum payable to such Payee or Payees, as the case may be, shall be increased as may be necessary so that, after making all required withholding or deductions, the applicable Payee or Payees receives an amount equal to the sum it would have received had no such withholding or deductions been made (the “ Gross-Up Payment ”), (b) such Loan Party shall make such withholding or deductions, and (c) such Borrower shall pay the full amount withheld or deducted to the relevant taxation authority or other authority in accordance with Applicable Law. Notwithstanding the foregoing, no Borrower shall be obligated to make any portion of the Gross-Up Payment to the extent that (i) taxes are U.S. Federal taxes and the obligation to withhold or deduct such taxes existed on the date such Payee became a party to this Agreement or received its interest hereunder or, with respect to payments to a new lending office of such Payee, the date such Payee designated such new lending office with respect to the Advances hereunder; provided, however , that this clause (i) shall not apply to the extent the Gross-Up Payment any Payee, or any Payee acting through a new lending office, would be entitled to receive (without regard to this clause (i)) does not exceed the Gross-Up Payment that the person making the transfer or selling the participation, or the Payee making the designation of such new lending office, would have been entitled to receive in the absence of such transfer, participation or designation, (ii) the obligation to pay such Gross-Up Payment would not have arisen but for a failure of by such Payee to comply with Section 3.11 hereof, or (iii) that is attributable to taxes imposed under FATCA (or any amendment thereto or successor version thereof that is substantively comparable to FATCA and with respect to which compliance is not materially more onerous) or (iv) that are taxes imposed on or measured by net income (however denominated), franchise taxes, or branch profits taxes imposed as a result of any Payee being organized under the laws of, or having its principal office or lending office located in the jurisdiction imposing such tax or as a result of any present or former connection between such Payee and the jurisdiction imposing such tax (other than a connection arising solely from such Payee having executed, delivered, become a party to, performed its obligations under, received payments under, perfected a security interest under or enforced any Other Document).

3.11. Withholding Tax Exemption .

(a) Each Payee agrees that it will deliver to Borrowing Agent and Agent two (2) duly completed appropriate valid Withholding Certificates (as defined under §1.1441-1(c)(16) of the Income Tax Regulations (“ Regulations ”)) certifying its status (i.e., U.S. or foreign person) and, if appropriate, making a claim of reduced, or exemption from, U.S. withholding tax on the basis of an income tax treaty or an exemption provided by the Code. The term “Withholding Certificate” means a Form W-9; a Form W-8BEN; a Form W-8ECI; a Form W-8IMY and the related statements and certifications as required under §1.1441-1(e)(2) and/or (3) of the Regulations; a statement described in §1.871-14(c)(2)(v) of the Regulations; or any other certificates under the Code or Regulations that certify or establish the status of a payee or beneficial owner as a U.S. or foreign person.

(b) If a payment made to a Payee under this Agreement would be subject to U.S. Federal withholding tax imposed by FATCA if such Payee were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Payee shall deliver to the Borrowing Agent and the Agent at the time or times prescribed by law and at such time or times reasonably requested by the Agent, such documentation prescribed by Applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Agent as may be necessary for the Agent and Borrower to comply with their obligations under FATCA, to determine that such Payee has or has not complied with its obligations under FATCA and, as necessary, to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 3.11(6), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

(c) Each Payee required to deliver to Borrowing Agent and Agent a valid Withholding Certificate pursuant to Section 3.11(a)(i) hereof shall deliver such valid Withholding Certificate as follows: (i) each Payee which is a party hereto on the Closing Date shall deliver such valid Withholding Certificate at least five (5) Business Days prior to the first date on which any interest or fees are payable by any Loan Party hereunder for the account of such Payee; (ii) each Payee who becomes a party to this Agreement by way of an assignment or participation shall deliver such valid Withholding Certificate at least five (5) Business Days before the effective date of such applicable assignment or participation (unless Agent and Borrowers permit such Payee to deliver such valid Withholding Certificate less than five (5) Business Days before such date in which case it shall be due on the date specified by such parties) and (iii) each Payee who designates a new lending office shall deliver such valid Withholding Certificate at least five (5) Business Days before the effective date of the designation of such new lending office (unless Agent and Borrowers shall permit such Payee to deliver such valid Withholding Certificate less than five (5) Business Days before such date in which case it shall be due on the date specified by such parties). Each Payee which so delivers a valid Withholding Certificate further undertakes to deliver to Borrowing Agent and Agent two (2) additional copies of such Withholding Certificate (or a successor form) on or before the date that such Withholding Certificate expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent Withholding Certificate so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by Borrowing Agent or Agent.

(d) Notwithstanding the submission of a Withholding Certificate claiming a reduced rate of or exemption from U.S. withholding tax required under Section 3.11(b) hereof, Agent or Borrowers shall be entitled to withhold applicable United States federal taxes if in its reasonable judgment it is required to do so under the due diligence requirements imposed upon a withholding agent under §1.1441-7(b) of the Regulations. Further, Borrower and Agent is indemnified under §1.1461-1(e) of the Regulations against any claims and demands of any Payee for the amount of any tax it deducts and withholds in accordance with regulations under §1441 of the Code.

IV.	COLLATERAL: GENERAL TERMS

4.2. Perfection of Security Interest . Each Borrower shall take all action that may be necessary, or that Agent may request, to maintain at all times the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) using commercially reasonable efforts to obtain Lien Waiver Agreements upon the reasonable request of Agent (providing that nothing in this clause (ii) shall limit the provisions of clause (f) of the definition of Eligible Inventory), (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral with a value exceeding $500,000, (iv) using commercially reasonable efforts to enter into warehousing and other custodial arrangements satisfactory to Agent upon the reasonable request of Agent (providing that nothing in this clause (iv) shall limit the provisions of clause (f) of the definition of Eligible Inventory), and (v) subject to the Intercreditor Agreement, executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance reasonably satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code or other Applicable Law. By its signature hereto, each Loan Party hereby authorizes Agent to file against such Loan Party, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance

satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein). Each Loan Party authorizes Agent at any time and from time to time to file, one or more financing or continuation statements and amendments thereto, relating to the Collateral (including, without limitation, any such financing statements that describe the Collateral by type or in any other manner as Agent may reasonably determine. All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto, shall be charged to Borrowers’ Account as a Revolving Advance and added to the Obligations, or, at Agent’s option, shall be paid to Agent for its benefit and for the ratable benefit of Lenders immediately upon demand.

4.3. Disposition of Collateral . Each Loan Party will safeguard and protect all Collateral for Agent’s general account and make no disposition thereof whether by sale, lease or otherwise except to the extent permitted pursuant to Section 7.1(b). Notwithstanding anything contained in this Agreement to the contrary, in no event shall Agent be obligated to execute or deliver any document evidencing any release or re-conveyance of Collateral without receipt of a certificate executed by the Chief Financial Officer or Controller of the Borrowers certifying that such release complies with this Agreement and the Other Documents, and that all conditions precedent to such release or re-conveyance have been complied with.

4.4. Preservation of Collateral . Following the occurrence and during the continuance of an Event of Default, in addition to the rights and remedies set forth in Section 11.1 hereof, Agent: (a) may at any time take such steps as Agent deems necessary to protect Agent’s interest in and to preserve the Collateral, including the hiring of such security guards or the placing of other security protection measures as Agent may deem appropriate; (b) may employ and maintain at any of any Loan Party’s premises a custodian who shall have full authority to do all acts reasonably necessary to protect Agent’s interests in the Collateral; (c) may lease warehouse facilities to which Agent may move all or part of the Collateral; (d) may use any Loan Party’s owned or leased lifts, hoists, trucks and other facilities or equipment for handling or removing the Collateral; and (e) shall have, and is hereby granted, a right of ingress and egress to the places where the Collateral is located, and may proceed over and through any of the Loan Parties’ owned or leased property. Each Loan Party shall cooperate fully with all of Agent’s efforts to preserve the Collateral and will take such actions to preserve the Collateral as Agent may reasonably direct. All of Agent’s actual, reasonable expenses of preserving the Collateral, including any expenses relating to the bonding of a custodian, shall be charged to Borrowers’ Account as a Revolving Advance as a Domestic Rate Loan and added to the Obligations.

4.5. Ownership of Collateral .

(a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s security interest: (i) each Loan Party shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of its respective Collateral to Agent; and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens and encumbrances whatsoever; and (ii) each Borrower’s Inventory with a fair market value in excess of $100,000 shall be located as set forth on Schedule 4.5 (as such Schedule may be amended and updated from time to time pursuant to clause (c) of this Section 4.5) and shall not be removed from such location(s) without the prior written consent of Agent except (A) with respect to the sale of Inventory in the Ordinary Course of Business; (B)

in connection with the providing of services to Customers; (C) with respect to Inventory in transit from one such location to another such location, and (D) with respect to Inventory out for repair in the Ordinary Course of Business.

(b) (i) There is no location at which any Loan Party has any Inventory with a fair market value exceeding $100,000 (except for (A) Inventory temporarily stored at third party locations in connection with the providing of services to Customers and (B) Inventory in transit) other than those locations listed on Schedule 4.5; (ii) Schedule 4.5 hereto contains a correct and complete list, as of the Closing Date, of the legal names and addresses of each warehouse at which Inventory of any Loan Party is stored with a fair market value exceeding $100,000; none of the receipts received by any Loan Party from any warehouse states that the goods covered thereby are to be delivered to bearer or to the order of a named Person or to a named Person and such named Person’s assigns; (iii) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of (A) each place of business of each Loan Party and (B) the chief executive office of each Loan Party; and (iv) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of the location, by state and street address, of all Real Property owned or leased by each Loan Party, together with the names and addresses of any landlords.

(c) Notwithstanding anything to the contrary contained in the foregoing provisions of this Section 4.5 or otherwise in this Agreement, any Loan Party may from time to time (x) change its chief executive office or (y) establish, enter into a lease for or acquire by purchase a new business location and/or new location at which any Inventory of any Loan Party with a fair market value in excess of $100,000 is to be located and/or kept or at which any records regarding the Receivables of any Loan Party are kept, but only if and to the extent that such Loan Party shall provide prior written notice (which notice shall indicate whether such new chief executive office, records location or Inventory location is owned Real Property, leased Real Property or a third party collateral location and shall include an updated Schedule 4.5 reflecting such new location) of such change, establishment, entry into a lease or acquisition at least three (3) days prior thereto but provided further that nothing in this sentence shall be construed to contradict or limit the provisions of clause (f) of the definition of Eligible Inventory.

and further provided by the Uniform Commercial Code or other Applicable Law. At any time following acceleration of the Obligations in accordance with Section 11.1, each Loan Party shall, upon Agent’s written request, and Agent may, at its option, instruct all suppliers, carriers, forwarders, warehousers or others receiving or holding cash, checks, Inventory, documents or instruments in which Agent holds a security interest to deliver same to Agent and/or subject to Agent’s order and if they shall come into any Loan Party’s possession, they, and each of them, shall be held by such Loan Party in trust as Agent’s trustee, and such Loan Party will immediately deliver them to Agent in their original form together with any necessary endorsement.

4.7. Books and Records . Each Loan Party shall (a) keep proper books of record and account in which full, true and correct entries will be made of all dealings or transactions of or in relation to its business and affairs; (b) set up on its books accruals with respect to all taxes, assessments, charges, levies and claims; and (c) on a reasonably current basis set up on its books, from its earnings, allowances against doubtful Receivables, advances and investments and all other proper accruals (including by reason of enumeration, accruals for premiums, if any, due on required payments and accruals for depreciation, obsolescence, or amortization of properties), which should be set aside from such earnings in connection with its business. All determinations pursuant to this subsection shall be made in accordance with, or as required by, GAAP consistently applied in the opinion of such independent public accountant as shall then be regularly engaged by the Loan Parties.

4.8. Financial Disclosure . Each Loan Party hereby irrevocably authorizes and directs all accountants and auditors employed by such Loan Party at any time to exhibit and deliver to Agent and each Lender copies of any of such Loan Party’s and such Restricted Subsidiary’s financial statements, trial balances or other accounting records of any sort in the accountant’s or auditor’s possession, and to disclose to Agent and each Lender any information such accountants may have concerning such Loan Party’s and such Restricted Subsidiary’s financial status and business operations, other than any disclosure of information (x) material to such Borrowers’ and such Restricted Subsidiary’s business if such disclosure would result in the loss of the applicable accountant-client privilege (if any) or (y) which disclosure would violate in any material respect confidentiality obligations owing to a third party.

4.9. Compliance with Laws . Each of Holdings, each Loan Party and their Restricted Subsidiaries shall comply with all Applicable Laws with respect to such Person’s assets or any part thereof or to the operation of such Person’s business the non-compliance with which would reasonably be expected to have a Material Adverse Effect.

4.10. Inspection of Premises . At all reasonable times Agent and each Lender shall have full access to and the right to audit, check, inspect and make abstracts and copies from Holdings’, each Loan Party’s and its Restricted Subsidiaries’ books, records, audits, correspondence and all other papers relating to the Collateral and the operation of each Borrower’s business (other than any information protected by attorney-client privilege or the disclosure of which would violate confidentiality obligations owed to third parties), provided that, Agent and Lenders shall use commercially reasonable efforts to minimize any disruption to the normal business operations of the Loan Parties resulting from such access and activities. To the extent such access does not disrupt the normal business operations of Holdings, the Loan

Parties and their Restricted Subsidiaries, Agent, any Lender and their agents may enter upon any premises of any Person at any time during business hours and at any other reasonable time, and from time to time, for the purpose of inspecting the Collateral and any and all records pertaining thereto and the operation of such Person’s business.

4.11. Insurance . Each Loan Party and each Restricted Subsidiary shall (a) keep all its insurable properties insured against the hazards of fire, flood, sprinkler leakage, those hazards covered by extended coverage insurance and such other hazards, and for such amounts, as is customary in the case of companies engaged in businesses similar to such Person’s (including business interruption) under policies issued by financially sound and reputable insurance companies; (b) maintain a bond in such amounts as is customary in the case of companies engaged in businesses similar to such Person insuring against larceny, embezzlement or other criminal misappropriation of insured’s officers and employees; (c) maintain all such worker’s compensation or similar insurance as may be required under the laws of any state or jurisdiction in which such Person is engaged in business; (d) maintain public liability insurance against claims for personal injury, death or property damage suffered by others and other similar hazards (including any such liability insurance required to be maintained by the Loan Parties and Restricted Subsidiaries under the terms of Material Contracts) for such amounts, as is customary in the case of companies engaged in businesses similar to such Person’s under policies issued by financially sound and reputable insurance companies, (e) maintain insurance against risks under Environmental Laws and with respect to Hazardous Discharges and Releases and others similar hazards, and for such amounts, as is customary in the case of companies engaged in businesses similar to such Person’s under policies issued by financially sound and reputable insurance companies; and (f)(i) furnish Agent with copies of all policies and evidence of the maintenance of such policies at Agent’s request, and (ii) furnish Agent with appropriate loss payable endorsements in form and substance reasonably satisfactory to Agent, naming lender loss payee and additional insured as its interests may appear with respect to all insurance coverage referred to in clause (a) and (f) above. Each of the Loan Parties and their Restricted Subsidiaries at all times shall maintain the assets and Real Property of such Loan Party so that such insurance shall remain in full force and effect. Each Loan Party shall bear the full risk of any loss of any nature whatsoever with respect to the Collateral.

4.12. Failure to Pay Insurance . If any Borrower or any Restricted Subsidiary fails to obtain insurance as hereinabove provided, or to keep the same in force, Agent, if Agent so elects, may obtain such insurance and pay the premium therefor on behalf of any Restricted Subsidiary, and charge Borrowers’ Account therefor as a Revolving Advance of a Domestic Rate Loan and such expenses so paid shall be part of the Obligations.

Charges and each Borrower hereby indemnifies and holds Agent and each Lender harmless in respect thereof. Unless an Event of Default shall have occurred and remain continuing Agent shall not pay any taxes, assessments on Charges to the extent that any applicable Borrower has Properly Contested such taxes, assessments or Charges. The amount of any payment by Agent under this Section 4.13 shall be charged to Borrowers’ Account as a Revolving Advance maintained as a Domestic Rate Loan and added to the Obligations and, until Borrowers shall furnish Agent with an indemnity therefor (or supply Agent with evidence satisfactory to Agent that due provision for the payment thereof has been made), Agent may hold without interest any balance standing to Borrowers’ credit and Agent shall retain its security interest in and Lien on any and all Collateral held by Agent.

4.14. [Reserved] .

4.15. Receivables .

(a) Nature of Receivables . Each of the Receivables shall be a bona fide and valid account representing a bona fide indebtedness incurred by the Customer therein named, for a fixed sum as set forth in the invoice relating thereto (provided immaterial or unintentional invoice errors shall not be deemed to be a breach hereof) with respect to an absolute sale or lease and delivery of goods upon stated terms of a Borrower, or work, labor or services theretofore rendered by a Borrower as of the date each Receivable is created. Same shall be due and owing in accordance with the applicable Borrower’s standard terms of sale without dispute, setoff or counterclaim except as may be stated on the accounts receivable schedules delivered by Borrowers to Agent.

(b) Solvency of Customers . Each Customer, to the best of each Borrower’s knowledge, as of the date each Receivable is created, is and will be solvent and able to pay all Receivables on which the Customer is obligated in full when due or with respect to such Customers of any Borrower who are not solvent such Borrower has set up on its books and in its financial records bad debt reserves adequate to cover such Receivables.

(c) Location of Loan Parties . Each Loan Party’s chief executive office is located at the location set forth in Schedule 4.5 (as such schedule may be amended and updated from time to time in accordance with Section 4.5(c)) with respect to such Loan Party. Until written notice is given to Agent by Issuer of any other office at which any Loan Party keeps its records pertaining to Receivables, all such records shall be kept at such executive office.

(d) Collection of Receivables . Borrowers shall instruct their Customers to deliver all remittances upon Receivables to such Blocked Account (and/or related lockbox) as Agent shall designate from time to time as contemplated by Section 4.15(h), except as otherwise provided in Section 4.15(i) or as otherwise agreed to from time to time by Agent. Notwithstanding the foregoing, to the extent any Borrower directly receives any remittances upon Receivables, such Borrower will, at such Borrower’s sole cost and expense, but on Agent’s behalf and for Agent’s account, collect as Agent’s property and in trust for Agent all amounts received on Receivables, and shall not commingle such collections with any Borrower’s funds or use the same except to pay Obligations. Each Borrower shall deposit in the Blocked Account or, upon request by Agent, deliver to Agent, in original form and on the date of receipt thereof, all checks, drafts, notes, money orders, acceptances, cash and other evidences of Indebtedness.

(f) Power of Agent to Act on Borrowers’ Behalf . Subject to the Intercreditor Agreement, following the occurrence and during the continuance of an Event of Default, Agent shall have the right to receive, endorse, assign and/or deliver in the name of Agent or any Borrower any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Each Borrower hereby constitutes Agent or Agent’s designee as such Borrower’s attorney with power (i) at any time to send verifications of Receivables to any Customer; and (ii) at any time following the occurrence and during the continuance of an Event of Default: (A) to endorse such Borrower’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (B) to sign such Borrower’s name on any invoice or bill of lading relating to any of the Receivables, drafts against Customers, assignments and verifications of Receivables; (C) reserved; (D) to sign such Borrower’s name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s interest in the Collateral and to file same; and (E) to receive, open and dispose of all mail addressed to any Borrower; (F) to demand payment of the Receivables; (G) to enforce payment of the Receivables by legal proceedings or otherwise; (H) to exercise all of such Borrower’s rights and remedies with respect to the collection of the Receivables and any other Collateral; (I) to settle, adjust, compromise, extend or renew the Receivables; (J) to settle, adjust or compromise any legal proceedings brought to collect Receivables; (K) to prepare, file and sign such Borrower’s name on a proof of claim in bankruptcy or similar document against any Customer; (L) to prepare, file and sign such Borrower’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; and (M) to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment); this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Agent shall have the right at any time following the occurrence and during the continuance of an Event of Default to change the address for delivery of mail addressed to any Borrower.

(g) No Liability . Neither Agent nor any Lender shall, under any circumstances or in any event whatsoever, have any liability for any error or omission or delay of any kind occurring in the settlement, collection or payment of any of the Receivables or any instrument received in payment thereof, or for any damage resulting therefrom other than as a result of Agent’s or such Lender’s gross negligence or willful misconduct. Following the occurrence and during the continuance of an Event of Default, Agent may, without notice or consent from any Borrower, sue upon or otherwise collect, extend the time of payment of, compromise or settle for cash, credit or upon any terms any of the Receivables or any other securities, instruments or insurance applicable thereto and/or release any obligor thereof. Agent is authorized and empowered to accept following the occurrence and during the continuance of an Event of Default the return of the goods represented by any of the Receivables, without notice to or consent by any Borrower, all without discharging or in any way affecting any Borrower’s liability hereunder.

(h) Establishment of a Lockbox Account, Dominion Account . Except as otherwise provided in paragraph (i) below, all proceeds of Collateral shall be deposited by Borrowers into either (i) a lockbox account, dominion account or such other “blocked account” (“ Blocked Accounts ”) established at a bank or banks (each such bank, a “ Blocked Account Bank ”) pursuant to an arrangement with such Blocked Account Bank as may be selected by Borrowing Agent and be reasonably acceptable to Agent or (ii) depository accounts (“ Depository Accounts ”) established at Agent for the deposit of such proceeds. Each applicable Borrower, Agent and each Blocked Account Bank shall enter into a deposit account control agreement in form and substance reasonably satisfactory to Agent directing such Blocked Account Bank to transfer such funds so deposited to Agent, either to any account maintained by Agent at said Blocked Account Bank or by wire transfer to appropriate account(s) of Agent. All funds deposited in such Blocked Accounts shall immediately become the property of Agent and Borrowing Agent shall obtain the agreement by such Blocked Account Bank to waive any offset rights against the funds so deposited. Neither Agent nor any Lender assumes any responsibility for such blocked account arrangement, including any claim of accord and satisfaction or release with respect to deposits accepted by any Blocked Account Bank thereunder. All deposit accounts and investment accounts of each Borrower and its Subsidiaries are set forth on Schedule 4.15(h), which schedule may by amended from time to time by Borrowers.

(i) Reserved .

intermediary, each applicable Loan Party and Agent shall first have entered into an account control agreement in form and substance reasonably satisfactory to Agent sufficient to give Agent “control” (for purposes of Articles 8 and 9 of the Uniform Commercial Code) over such account; provided further, that notwithstanding anything to the contrary provided for in this Agreement, the Loan Parties need not comply with the foregoing requirements of this Section 4.15(j) with respect to (1) any deposit accounts in which the total amount of funds on deposit therein or credited thereto do not exceed at any one time either $100,000 as to any one such deposit account or $250,000 as to all such deposit accounts taken together, (2) any deposit accounts used exclusively for trust, payroll, payroll tax or petty cash purposes or employee wage or welfare benefit payments so long as the Loan Parties shall not maintain funds on deposit therein or credited thereto at any time in excess of the amounts necessary to fund such trust, payroll, payroll tax or petty cash obligations and any related payroll processing expenses routinely paid from such accounts on a current basis or (3) any Term Loan Deposit Accounts (the accounts described in such clauses (1), (2) and (3), collectively, the “ Excluded Accounts ”). Notwithstanding anything to the contrary set forth in the foregoing, any Borrower may establish new deposit accounts without the necessity of complying with the fifteen (15) days prior written notice requirements otherwise applicable under clause (i) of the first sentence of this Section 4.15(j) so long as such deposit accounts are established and maintained with Agent.

(k) Adjustments . No Borrower will, without Agent’s consent, compromise or adjust any Receivables (or extend the time for payment thereof) or accept any returns of merchandise or grant any additional material discounts, allowances or credits thereon except for those compromises, adjustments, returns, discounts, credits and allowances as have been heretofore customary in the Ordinary Course of Business of such Borrower.

4.16. Inventory . To the extent Inventory held for sale or lease has been produced by any Borrower, it has been and will be produced by such Borrower in accordance with the Federal Fair Labor Standards Act of 1938, as amended, and all rules, regulations and orders thereunder.

4.17. Maintenance of Equipment . The Equipment shall be maintained in good operating condition and repair (reasonable wear and tear and casualty excepted) and all necessary replacements of and repairs thereto shall be made so that the value and operating efficiency of the Equipment shall be maintained and preserved in all material respects. No Loan Party shall use or operate the Equipment in violation of any material law, statute, ordinance, code, rule or regulation. Each Loan Party shall have the right to sell Equipment to the extent permitted set forth in Section 7.1(b) hereof.

4.18. Exculpation of Liability . Nothing herein contained shall be construed to constitute Agent or any Lender as any Loan Party’s agent for any purpose whatsoever, nor shall Agent or any Lender be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof, except to the extent caused by the gross negligence or willful misconduct of Agent or of such Lender. Neither Agent nor any Lender, whether by anything herein or in any assignment or otherwise, assume any of any Person’s obligations under any contract or agreement assigned to Agent or such Lender, and neither Agent nor any Lender shall be responsible in any way for the performance by any Person of any of the terms and conditions thereof.

4.19. Environmental Matters .

(a) Holdings, Borrowers and their Restricted Subsidiaries shall ensure that the Real Property and all operations and businesses thereon, and all operations and business conducted by Holdings, any Borrower and any Restricted Subsidiary on real property owned or operated by Customers (“ Customer Real Properties”) , remain in material compliance with all Environmental Laws, and they shall not place or permit to be placed any Hazardous Substances on or at any Real Property or any Customer Real Property except as permitted by Applicable Law or appropriate governmental authorities.

(b) Holdings, Borrowers and their Restricted Subsidiaries shall establish and maintain a system to assure and monitor continued compliance of such Persons’ operations and businesses with all applicable Environmental Laws which system shall include periodic reviews of such compliance.

(d) In the event Holdings, any Borrower or any Restricted Subsidiary (i) obtains, gives or receives written notice of any Release or written threat of Release of a reportable quantity of any Hazardous Substances at the Real Property or any Customer Real Property that could reasonably be expected to result in a Material Adverse Effect (any such event being hereinafter referred to as a “ Hazardous Discharge ”) or (ii) receives any written notice of violation, request for information or written notification that it is potentially responsible for investigation or cleanup of environmental conditions at the Real Property or any Customer Real Property, or written demand letter, complaint, order, citation, or other written notice with regard to any Hazardous Discharge or violation of Environmental Laws affecting the Real Property or any Person’s interest therein or any Customer Real Property that could reasonably be expected to result in a Material Adverse Effect (any of the foregoing is referred to herein as an “ Environmental Complaint ”) from any Governmental Body responsible in whole or in part for environmental matters in the state in which the Real Property or any Customer Real Property is located or the United States Environmental Protection Agency (any such person or entity hereinafter the “ Authority ”), then Borrowing Agent shall, within ten (10) Business Days of such notification, give written notice of same to Agent detailing facts and circumstances of which Holdings, any Borrower or any of its Restricted Subsidiaries is aware giving rise to the Hazardous Discharge or Environmental Complaint. Such information is to be provided to allow Agent to protect its security interest in and Lien on the Real Property and the Collateral and is not intended to create nor shall it create any obligation upon Agent or any Lender with respect thereto.

(e) Borrowing Agent shall promptly forward to Agent copies of any request for information, notification of potential liability, or demand letter from Governmental Bodies relating to potential responsibility with respect to the investigation or cleanup of Hazardous Substances at any other site owned, operated or used by Holdings, any Borrower or any of their Restricted Subsidiaries to dispose of Hazardous Substances (including sites to which such Persons have arranged for the transport and disposal of Hazardous Substances) and shall continue to forward copies of correspondence and other non-privileged documents reasonably requested by Agent to Agent until the Environmental Complaint is settled. Borrowing Agent

shall promptly forward to Agent copies of all documents and reports concerning a Hazardous Discharge that is reasonably expected to have a Material Adverse Effect at the Real Property, any Customer Real Property, or any such third-party disposal sites that Holdings, any Borrower or any of their Restricted Subsidiaries is required to file under any Environmental Laws. Such information is to be provided solely to allow Agent to protect Agent’s security interest in and Lien on the Real Property and the Collateral.

(f) Holdings, Borrowers and their Restricted Subsidiaries shall respond promptly to any Hazardous Discharge or Environmental Complaint and take all Remedial Actions required by Environmental Law or Authority in order to safeguard the health of any Person and to avoid subjecting the Collateral or Real Property to any Lien. If any Borrower shall fail to respond promptly to any Hazardous Discharge or as required by Environmental Law or Authority, which such failure would reasonably be expected to have a Material Adverse Effect, Agent on behalf of Lenders may, but without the obligation to do so, for the sole purpose of protecting Agent’s interest in the Collateral: (i) give such notices or (ii) enter onto the Real Property (or authorize third parties to enter onto the Real Property) and take such Remedial Actions required by Environmental Law or the Authority with respect to any such Hazardous Discharge or Environmental Complaint. All reasonable costs and expenses incurred by Agent and Lenders (or such third parties) in the exercise of any such rights, including any sums paid in connection with any judicial or administrative investigation or proceedings, fines and penalties, together with interest thereon from the date expended at the Default Rate for Domestic Rate Loans constituting Revolving Advances shall be paid upon demand by Borrowers, and until paid shall be added to and become a part of the Obligations secured by the Liens created by the terms of this Agreement or any other agreement between Agent, any Lender and any Borrower.

(g) In the event there is a Hazardous Discharge or a failure to comply with Environmental Laws at the Real Property or any Customer Real Property, which in either case is reasonably likely to have a Material Adverse Effect, Holdings, Borrowers and their Restricted Subsidiaries shall comply with all reasonable requests for information made by the Agent with respect to such Hazardous Discharge or failure to comply with Environmental Laws. Such information reasonably requested may include, at Borrowers’ expense, an environmental site assessment or environmental compliance audit of Real Property owned by Holdings, any Borrower or any of their Restricted Subsidiaries, to be prepared by a nationally recognized environmental consulting or engineering firm, to assess such Hazardous Discharge or non-compliance with Environmental Laws; provided, however, that any environmental site assessment, environmental compliance audit or similar report acceptable to an appropriate Authority that is charged to oversee any Remedial Action related to such Hazardous Discharge or failure to comply with Environmental Laws shall be deemed acceptable to Agent.

(h) Each Loan Party shall defend and indemnify Agent and Lenders and hold Agent, Lenders and their respective employees, agents, directors and officers harmless from and against all loss, liability, damage and expense, claims, costs, fines and penalties, including attorney’s fees, suffered or incurred by Agent or Lenders under or on account of any Environmental Laws, including the assertion of any Lien thereunder, with respect to any Hazardous Discharge, the presence of any Hazardous Substances affecting the Real Property or any Customer Real Property, whether or not the same originates or emerges from the Real

Property or any contiguous real estate, except to the extent such loss, liability, damage and expense is attributable to any Hazardous Discharge or presence of Hazardous Substances resulting from actions on the part of Agent or any Lender or their respective employees, agents, directors of officers as provided for in this Agreement. The Loan Parties’ respective obligations under this Section 4.19 shall arise upon the discovery of the presence of any such Hazardous Discharge, whether or not any federal, state, or local environmental agency has taken or threatened any action in connection with such Hazardous Discharge. The Loan Parties’ obligation and the indemnifications hereunder shall survive until payment in full of the Obligations and termination of this Agreement.

4.20. Financing Statements . Except for the financing statements filed by Agent and the financing statements described on Schedule 1.2, as of the Closing Date, there are no effective financing statements covering any of the Collateral or any proceeds thereof on file in any applicable jurisdiction.

4.21. Appraisals . Agent may, in its sole discretion, exercised in a commercially reasonable manner, at any time after the Closing Date, engage the services of an independent appraisal firm or firms of reputable standing, satisfactory to Agent, for the purpose of appraising the then current values of Borrowers’ Collateral; provided that so long as no Event of Default shall have occurred and be continuing, Borrowers shall not be obligated to pay or reimburse Agent for more than one such appraisal conducted in any consecutive 365 day period commencing on the Closing Date. Absent the occurrence and during the continuance of an Event of Default at such time, Agent shall consult with Borrowers as to the identity of any such firm.

4.22. Intercreditor Agreement . Notwithstanding anything in Article IV to the contrary, (i) the liens and security interests granted to the Agent pursuant to this Agreement in Collateral that constitutes Term Loan Priority Collateral are expressly subject and subordinate to the liens and security interests granted in favor of the “Notes Claimholders” (as defined in the Intercreditor Agreement), including liens and security interests granted to the Agent pursuant to or in connection with the Term Loan Agreement and (ii) the exercise of any right or remedy with respect to the Term Loan Priority Priority Collateral by the Agent hereunder is subject to the limitations and provisions of the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Article IV, the terms of the Intercreditor Agreement shall govern.

V.	REPRESENTATIONS AND WARRANTIES.

Each Borrower represents and warrants as follows:

performance of this Agreement and of the Other Documents (a) are within such Loan Party’s powers under its Organization Documents, have been duly authorized by all necessary corporate, limited partnership, company or other organizational action, as applicable, are not in contravention of law or the terms of such Loan Party’s Organization Documents or to the conduct of such Loan Party’s business or of any material agreement or undertaking to which such Loan Party is a party or by which such Loan Party is bound, (b) will not conflict in any material respect with or violate any law or regulation, or any judgment, order or decree of any Governmental Body, (c) will not require the Consent of any Governmental Body, any party to a Material Contract or any other Person, except those Consents set forth on Schedule 5.1 hereto, all of which will have been duly obtained, made or complied with prior to the Closing Date and which are in full force and effect or the failure of which to obtain would not reasonably be expected to result in a Material Adverse Effect, and (d) will not conflict with, nor result in any breach of any of the provisions of or constitute a default under or result in the creation of any Lien except Permitted Encumbrances upon any asset of such Loan Party and their Restricted Subsidiaries under the provisions of any agreement, instrument, Organization Document or other instrument to which such Loan Party and their Restricted Subsidiaries are party or by which they or their property is a party or by which they may be bound.

5.2. Formation and Qualification .

(a) Each Loan Party and each Restricted Subsidiary (A) is a Person duly organized or formed, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization (to the extent such concept exists in such jurisdiction) and (B) is duly qualified to do business and is in good standing (to the extent such concept exists in such jurisdiction) under the laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification and where the failure to so qualify would reasonably be expected to have a Material Adverse Effect on such Person. Each Loan Party has delivered to Agent true and complete copies of its Organization Documents and will promptly notify Agent of any amendment or changes thereto.

(b) The only Subsidiaries of each Loan Party as of the Closing Date are listed on Schedule 5.2(b).

5.3. Survival of Representations and Warranties . All representations and warranties of such Borrower contained in this Agreement and the Other Documents shall be true at the time of such Borrower’s execution of this Agreement and the Other Documents, and shall survive the execution, delivery and acceptance thereof by the parties thereto and the closing of the transactions described therein or related thereto.

examined and reported upon by the appropriate taxing authority or closed by applicable statute and satisfied for all fiscal years prior to and including the fiscal year ending December 31, 2013. The provisions for taxes on the books of each Borrower and each of their Restricted Subsidiaries is adequate for all years not closed by applicable statutes, and for its current fiscal year, and no Borrower has any knowledge of any deficiency or additional assessment in connection therewith not provided for on its books.

5.5. Financial Statements .

(a) The pro forma balance sheet of Borrowers on a Consolidated Basis (the “ Pro Forma Balance Sheet ”) furnished to Agent on the Closing Date reflects the consummation of the Transactions and is accurate, complete and correct and fairly reflects in all material respects the financial condition of Borrowers on a Consolidated Basis as of the Closing Date after giving effect to the Transactions, and has been prepared in accordance with GAAP, consistently applied. The Pro Forma Balance Sheet has been certified as accurate, complete and correct in all material respects by the Chief Financial Officer of Borrowing Agent. All financial statements referred to in this subsection 5.5(a), including the related schedules and notes thereto, have been prepared, in accordance with GAAP, except as may be disclosed in such financial statements and the absence of footnotes and year end adjustments.

(b) The twelve-month cash flow projections of Borrowers on a Consolidated Basis and their projected balance sheets as of the Closing Date, copies of which are annexed hereto as Exhibit 5.5(b) (the “ Projections ”) were prepared by the Chief Financial Officer of the Borrowers, are based on underlying assumptions which provide a reasonable basis for the projections contained therein and reflect Borrowers’ judgment based on present circumstances of the most likely set of conditions and course of action for the projected period (it being understood by the parties that projections by their nature are inherently uncertain and no assurances are being given that the results reflected in such projections will be achieved). The cash flow Projections together with the Pro Forma Balance Sheet, are referred to as the “Pro Forma Financial Statements”.

(c) The Audited Financial Statements, copies of which have been delivered to Agent, have been prepared in accordance with GAAP, consistently applied (except for changes in application in which such accountants concur and present fairly the financial position of KGH and its Subsidiaries at such dates and the results of their operations for such periods (subject to normal year-end audit adjustments and the absence of footnotes)). Since December 31, 2013, there has been no change in the condition, financial or otherwise, of the Loan Parties or their Subsidiaries as shown on the consolidated balance sheet as of such date of KGH and its consolidated Subsidiaries and no change in the aggregate value of machinery, equipment and Real Property owned by the Loan Parties and their respective Subsidiaries, except changes in the Ordinary Course of Business, none of which individually or in the aggregate has been materially adverse.

5.6. Entity Names . As of the Closing Date, no Loan Party has been known by any other name in the past five years and does not sell Inventory under any other name except as set forth on Schedule 5.6, nor has any Loan Party as of the Closing Date been the surviving entity of a merger or consolidation or acquired all or substantially all of the assets of any Person during the preceding five (5) years except as set forth on Schedule 5.6 .

5.7. OSHA and Environmental Compliance .

(a) Except as would not reasonably be expected to have a Material Adverse Effect (i) each of the Loan Parties and their Restricted Subsidiaries has duly complied in all material respects with, and its facilities, business, assets, property, leaseholds, Real Property and Equipment are in compliance in all material respects with, the provisions of the Federal Occupational Safety and Health Act, the Environmental Protection Act, RCRA and all other Environmental Laws; there have been and are no outstanding citations, notices or orders of non-compliance issued to any Borrower or any of their Restricted Subsidiaries or relating to its business, assets, property, leaseholds or Equipment under any such laws, rules or regulations that are reasonably likely to result in a Material Adverse Effect.

(b) Each of the Loan Parties and their Restricted Subsidiaries has been issued and complied with all required federal, state and local licenses, certificates or permits relating to all applicable Environmental Laws other than those licenses, certificate or permits the failure to be so issued (or the failure to so comply with) would not reasonably be expected to have a Material Adverse Effect.

(c) Except as could not reasonably be expected to have a Material Adverse Effect (i) There are have been no Hazardous Discharges at, upon, under or within any Real Property or Customer Real Property; (ii) there are no underground storage tanks or polychlorinated biphenyls on the Real Property; (iii) the Real Property has never been used as a treatment, storage or disposal facility of Hazardous Waste; and (iv) no Hazardous Substances are present on the Real Property including any premises leased by any of the Loan Parties or any of their Restricted Subsidiaries, excepting such quantities as are handled in accordance with all applicable manufacturer’s instructions and governmental regulations and in proper storage containers and as are necessary for the operation of the commercial business of any of the Loan Parties or any of their Restricted Subsidiaries or any of their tenants.

5.8. Solvency; No Litigation, Violation, Indebtedness or Default; ERISA Compliance .

(a) After giving effect to the Transactions, the Loan Parties and their Restricted Subsidiaries, taken as a whole, are and will be solvent, able to pay their debts as they mature, have and will have capital sufficient to carry on their business and all businesses in which they are about to engage, and as of the Closing Date, the fair present saleable value of their assets, calculated on a going concern basis, is in excess of the amount of their liabilities.

(b) Except as disclosed in Schedule 5.8(b), none of the Loan Parties or any of their Restricted Subsidiaries has (i) any pending or threatened (in writing) litigation, arbitration, actions or proceedings which would reasonably be expected to have a Material Adverse Effect, and (ii) any liabilities or indebtedness for borrowed money other than the Obligations and other Permitted Indebtedness.

(c) None of the Loan Parties or any of their Restricted Subsidiaries is in violation of any applicable statute, law, rule, regulation or ordinance in any respect which could reasonably be expected to have a Material Adverse Effect, nor are any of the Loan Parties or any of their Restricted Subsidiaries in violation of any order of any court, Governmental Body or arbitration board or tribunal in any respect which would reasonably be expected to have a Material Adverse Effect.

(d) No Borrower nor any member of the Controlled Group maintains or is required to contribute to any Pension Benefit Plan, Multiemployer Plan or self-insured Welfare Plan (as defined in ERISA), other than those listed on Schedule 5.8(d) hereto (as such Schedule may be amended and updated from time to time by written notice from the Borrowers to Agent in connection with the delivery of a Compliance Certificate pursuant to Section 9.8). Except where noncompliance or any liability would not reasonably be expected to have a Material Adverse Effect, (i) each Plan is in compliance with the applicable provisions of ERISA, the Code and other federal or state laws, (ii) each Borrower and each member of the Controlled Group has met all applicable minimum funding requirements under Section 302 of ERISA and Section 412 of the Code in respect of each Pension Benefit Plan, and each Pension Benefit Plan is in compliance with Sections 412, 430 and 436 of the Code and Sections 206(g), 302 and 303 of ERISA, without regard to waivers and variances; (iii) each Plan which is intended to be a qualified plan under Section 401(a) of the Code as currently in effect has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code and the trust related thereto is exempt from federal income tax under Section 501(a) of the Code; (iv) neither any Borrower nor any member of the Controlled Group has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due which are unpaid and which would reasonably be expected to have a Material Adverse Effect; (v) no Pension Benefit Plan has been terminated by the plan administrator thereof nor by the PBGC, and there is no occurrence which would cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Pension Benefit Plan; (vi) neither any Borrower nor any member of the Controlled Group has breached any of the responsibilities, obligations or duties imposed on it by ERISA with respect to any Plan and which would reasonably be expected to have a Material Adverse Effect; (vii) neither any Borrower nor any member of a Controlled Group has incurred any liability for any excise tax arising under Section 4971, 4972 or 4980B of the Code, and no fact exists which could give rise to any such liability; (viii) neither any Borrower nor any member of the Controlled Group nor any fiduciary of, nor any trustee to, any Plan, has engaged in a “prohibited transaction” described in Section 406 of the ERISA or Section 4975 of the Code nor taken any action which would constitute or result in a Termination Event with respect to any such Plan which is subject to ERISA; (ix) no Termination Event has occurred or could reasonably be expected to occur; (x) there exists no event described in Section 4043 of ERISA, for which the thirty (30) day notice period has not been waived; (xi) neither any Borrower nor any member of the Controlled Group has engaged in a transaction that could be subject to Section 4069 or 4212(c) of ERISA; (xii) neither any Borrower nor any member of the Controlled Group has withdrawn, completely or partially, within the meaning of Section 4203 or 4205 of ERISA, from any Multiemployer Plan so as to incur liability under the Multiemployer Pension Plan Amendments Act of 1980 and there exists no fact which could reasonably be expected to result in any such liability; and (xiii) no Plan fiduciary (as defined in Section 3(21) of ERISA) has any liability for breach of fiduciary duty or for any failure in connection with the administration or investment of the assets of a Plan.

5.9. Patents, Trademarks, Copyrights and Licenses . All Registered or material Intellectual Property owned by any Loan Party or any Restricted Subsidiary which are necessary for the operation of any such Loan Party’s or any Restricted Subsidiary’s business are set forth on Schedule 5.9 (as such Schedule may be amended and updated from time to time by written notice from Borrowers to Agent in connection with the delivery of a Compliance Certificate pursuant to Section 9.8). All material Intellectual Property owned by each Loan Party or any Restricted Subsidiary is, to the knowledge of any Loan Party or any Restricted Subsidiary, valid. There is no objection to or pending challenge to the validity of any such owned Intellectual Property, and to the knowledge of any Loan Party, any licensed Intellectual Property. No Loan Party or any Restricted Subsidiary is aware of any grounds for any challenge to such owned or licensed Intellectual Property, except as set forth in Schedule 5.9 hereto. Each item of Intellectual Property owned by any Loan Party or any Restricted Subsidiary consists of original material or property developed by such Loan Party or was lawfully acquired by such Loan Party or Restricted Subsidiary from the proper and lawful owner thereof, except as otherwise would not reasonably be expected to result in a Material Adverse Effect. Each Loan Party and each Restricted Subsidiary has taken commercially reasonable steps to maintain all owned Intellectual Property and licensed Intellectual Property as to preserve the value thereof from the date of creation or acquisition thereof. With respect to all software used by any Loan Party or any Restricted Subsidiary, such Loan Party or Restricted Subsidiary possesses valid licenses or other rights to use all such software.

5.10. Licenses and Permits . Except as set forth in Schedule 5.10, each of the Loan Parties and the Restricted Subsidiaries (a) is in compliance with and (b) has procured and is now in possession of, all material licenses or permits required by any applicable federal, state or local law, rule or regulation for the operation of its business in each jurisdiction wherein it is now conducting or proposes to conduct business and where the failure to be in compliance with or procure such licenses or permits would reasonably be expected to have a Material Adverse Effect.

5.11. No Default . As of the Closing Date, no Borrower is in default in the payment or material performance of any of its Material Contracts and no Event of Default under this Agreement has occurred and is continuing.

5.12. No Burdensome Restrictions . None of the Loan Parties nor any of the Restricted Subsidiaries is party to any contract or agreement the performance of which would reasonably be expected to have a Material Adverse Effect. Each Loan Party has heretofore delivered to Agent true and complete copies of all Material Contracts (or otherwise, to the extent required, provided a description of such Material Contracts (and any amendments thereto) entered into after the Closing Date in the applicable Narrative Report) to which it or its Restricted Subsidiaries is a party or to which they or any of their properties is subject.

5.13. No Labor Disputes . None of the Loan Parties nor any of the Restricted Subsidiaries is involved in any labor dispute; there are no strikes or walkouts or union organization of any Loan Party’s nor any of the Restricted Subsidiaries’ employees threatened or in existence and no labor contract is scheduled to expire during the Term, in each case, that would reasonably be expected to have a Material Adverse Effect.

5.14. Margin Regulations . None of the Loan Parties nor any of the Restricted Subsidiaries is engaged, nor will it engage, principally or as one of its important activities, in the business of extending credit for the purpose of “purchasing” or “carrying” any “margin stock” within the respective meanings of each of the quoted terms under Regulation U of the Board of Governors of the Federal Reserve System as now and from time to time hereafter in effect. No part of the proceeds of the sale of any of the Notes will be used for “purchasing” or “carrying” “margin stock” as defined in Regulation U of such Board of Governors.

5.15. Investment Company Act . None of the Loan Parties nor any of the Restricted Subsidiaries is an “investment company” registered or required to be registered under the Investment Company Act of 1940, as amended, nor is it controlled by such a company.

5.16. Disclosure . No representation or warranty made by any of the Loan Parties or any of the Restricted Subsidiaries in this Agreement or in any financial statement, report, certificate or any other document furnished in connection herewith contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements herein or therein when taken as a whole, not misleading in any material respect. There is no fact known to any of the Loan Parties or any of the Restricted Subsidiaries or which reasonably should be known to such Loan Party, which such Loan Party or such Restricted Subsidiaries, as applicable, has not disclosed to Agent in writing with respect to the transactions contemplated by this Agreement which would reasonably be expected to have a Material Adverse Effect.

5.17. Swaps . No Borrower is a party to, nor will it be a party to, any swap agreement whereby such Borrower has agreed or will agree to swap interest rates or currencies unless same provides that damages upon termination following an event of default thereunder are payable on an unlimited “two-way basis” without regard to fault on the part of either party.

5.18. Conflicting Agreements . No provision of any mortgage, indenture, contract, agreement, judgment, decree or order binding on any Loan Party or any of their Restricted Subsidiaries or affecting the Collateral conflicts with, or requires any Consent which has not already been obtained to, or would in any way prevent the execution, delivery or performance of, the terms of this Agreement or the Other Documents.

5.19. Application of Certain Laws and Regulations . None of the Loan Parties, Restricted Subsidiaries or any Affiliate of any Loan Party or Restricted Subsidiary is subject to any laws, statute, rule or regulation which regulates the incurrence of any Indebtedness, including laws, statutes, rules or regulations relative to common or interstate carriers or to the sale of electricity, gas, steam, water, telephone, telegraph or other public utility services.

Consents necessary for the conduct of the business of the Loan Parties and their Restricted Subsidiaries, taken as a whole, except where such failure would not reasonably be expected to have a Material Adverse Effect.

5.21. Section 20 Subsidiaries . Borrowers do not intend to use and shall not use any portion of the proceeds of the Advances, directly or indirectly, to purchase during the underwriting period, or for 30 days thereafter, Ineligible Securities being underwritten by a Section 20 Subsidiary.

5.22. Anti-Terrorism Laws .

(a) General . None of the Loan Parties, Restricted Subsidiaries or any Affiliate of such Loan Parties or Restricted Subsidiaries is in violation of any Anti-Terrorism Law or engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law.

(b) Executive Order No. 13224 . None of the Loan Parties, Restricted Subsidiaries or any Affiliate of such Loan Parties or Restricted Subsidiaries or their respective agents acting or benefiting in any capacity in connection with the Advances or other transactions hereunder, is any of the following (each a “ Blocked Person ”):

(i) a Person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order No. 13224;

(ii) a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order No. 13224;

(iii) a Person or entity with which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law;

(iv) a Person or entity that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order No. 13224;

(vi) a Person or entity who is affiliated or associated with a Person or entity listed above.

None of the Loan Parties, Restricted Subsidiaries, any Affiliate of such Loan Parties or Restricted Subsidiaries, or any of its agents acting in any capacity in connection with the Advances or other transactions hereunder (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Blocked Person, or (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order No. 13224.

5.23. Trading with the Enemy . None of the Loan Parties or any of the Restricted Subsidiaries has engaged, nor does it intend to engage, in any business or activity prohibited by the Trading with the Enemy Act.

5.24. Federal Securities Laws . Neither any Loan Party nor any of its Restricted Subsidiaries (a) is required to file periodic reports under the Exchange Act, (b) has any securities registered under the Exchange Act or (c) has filed a registration statement that has not yet become effective under the Securities Act.

5.25. Equity Interests . As of the Closing Date, the authorized and outstanding Equity Interests of each Loan Party and each of the Restricted Subsidiaries is as set forth on Schedule 5.25 hereto. All of the Equity Interests of each Loan Party and each of the Restricted Subsidiaries have been duly and validly authorized and issued, are fully paid and non-assessable and have been sold and delivered to the holders hereof in compliance with, or under valid exemption from, all federal and state laws and the rules and regulations of each Governmental Body governing the sale and delivery of securities. As of the Closing Date, except for the rights and obligations set forth on Schedule 5.25, there are no subscriptions, warrants, options, calls, commitments, rights or agreement by which any Loan Party, or any of the holders of the Equity Interests issued by any Loan Party or any of its Restricted Subsidiaries, is bound relating to the issuance, transfer, voting or redemption of shares of its Equity Interests or any pre-emptive rights held by any Person with respect to the Equity Interests of Loan Parties and any of its Restricted Subsidiaries. Except as set forth on Schedule 5.25, Loan Parties and any of its Restricted Subsidiaries have not issued any securities convertible into or exchangeable for shares of its Equity Interests or any options, warrants or other rights to acquire such shares or securities convertible into or exchangeable for such shares.

5.26. Commercial Tort Claims . No Loan Party is a party to any commercial tort claims exceeding $100,000 (either individually or in the aggregate), except as set forth on Schedule 5.26 hereto (as such Schedule may be amended and updated from time to time by written notice from the Borrowers to Agent in connection with the delivery of a Compliance Certificate pursuant to Section 9.8).

5.27. Letter of Credit Rights . No Loan Party has any letter of credit rights exceeding $100,000 (either individually or in the aggregate), except as set forth on Schedule 5.27 hereto (as such Schedule may be amended and updated from time to time by written notice form the Borrowers to Agent in connection with the delivery of a Compliance Certificate pursuant to Section 9.8).

5.28. Material Contracts . As of the Closing Date, Schedule 5.28 sets forth all Material Contracts of the Loan Parties and the Restricted Subsidiaries. All Material Contracts are in full force and effect and, except to the extent such defaults would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, no defaults currently exist thereunder.

VI.	AFFIRMATIVE COVENANTS.

Each of the Loan Parties and their Restricted Subsidiaries shall, until payment in full of the Obligations and termination of this Agreement:

6.1. Payment of Fees . Pay to Agent, without duplication: on demand all usual and customary fees and expenses which Agent incurs in connection with (a) the forwarding of Advance proceeds and (b) the establishment and maintenance of any Blocked Accounts or Depository Accounts as provided for in Section 4.15(h). Agent may, without making demand, charge Borrowers’ Account for all such fees and expenses.

6.3. Violations . Promptly notify Agent in writing of any violation of any law, statute, regulation or ordinance of any Governmental Body, or of any agency thereof, applicable to any Loan Party which could reasonably be expected to have a Material Adverse Effect.

6.4. Reserved .

6.5. Financial Covenants . If at any time during any fiscal quarter (the “ Subject Quarter ”) a Covenant Trigger Event shall have occurred or be continuing, cause to be maintained a Fixed Charge Coverage Ratio of not less than 1.00 to 1.00 for the four-fiscal quarter period ending as of the last day of such Subject Quarter.

6.6. Execution of Supplemental Instruments . Execute and deliver to Agent from time to time, upon demand, such supplemental agreements, statements, assignments and transfers, or instructions or documents relating to the Collateral, and such other instruments as Agent may request, in order that the full intent of this Agreement may be carried into effect.

6.7. Payment of Indebtedness . Pay, discharge or otherwise satisfy at or before maturity (subject, where applicable, to specified grace periods and, in the case of the trade

payables, to normal payment practices) all its obligations and liabilities of whatever nature, except when the failure to do so would not reasonably be expected to have a Material Adverse Effect or when the amount or validity thereof is currently being Properly Contested, subject at all times to any applicable subordination arrangement in favor of Lenders.

6.8. Standards of Financial Statements . Cause all financial statements referred to in Sections 9.7, 9.8, 9.9, 9.10, 9.11, 9.12, and 9.13 as to which GAAP is applicable to be complete and correct in all material respects (subject, in the case of interim financial statements, to normal year-end audit adjustments and the absence of footnotes) and to be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein (except as concurred in by such reporting accountants or officer, as the case may be, and disclosed therein).

6.9. Federal Securities Laws . Promptly notify Agent in writing if any Loan Party or any of its Subsidiaries (a) is required to file periodic reports under the Exchange Act, (b) registers any securities under the Exchange Act or (c) files a registration statement under the Securities Act.

6.10. Additional Guarantors; Further Assurances . Upon (w) the formation or acquisition of any new direct or indirect Subsidiary (other than an Excluded Subsidiary) by any Loan Party, (x) the designation in accordance with Section 6.11 of any existing direct or indirect Subsidiary as a Restricted Subsidiary (other than an Excluded Subsidiary), (y) any existing Excluded Subsidiary ceasing to be an Excluded Subsidiary or (z) any Subsidiary of any Borrower being added as a borrower, a guarantor, or otherwise is an obligor under, or has granted a Lien on its assets as credit support for, the Term Loan Facility after the date of this Agreement, then such Borrower shall cause such Person to become a Guarantor and comply with the provisions of Article IV regarding the grant of security interests in its assets constituting Collateral by executing a supplement to this Agreement and to those Other Documents in the form attached hereto as Exhibit 6.10 (an “ Additional Guarantor Supplement ”) and, unless otherwise waived by Agent, the Borrowers will cause their counsel to simultaneously with the delivery of such supplement and such Guaranty deliver an Opinion of Counsel as to the enforceability, subject to customary exceptions, of such supplement to this Agreement and to such Other Documents in form and substance reasonably satisfactory to Agent on the date on which it was added. At any time or from time to time upon the reasonable request of Agent, Holdings, the Borrowers and each other Guarantor will, at its expense, promptly execute, acknowledge and deliver such further documents and do such other acts and things as Agent may reasonably request in order to ensure that the Obligations under this Agreement are guaranteed by the Guarantors and that the Liens created hereunder and under the Other Documents continue to constitute first priority perfected security interests in the Collateral.

the Closing Date shall be deemed to be an acquisition by a Borrower of the Equity Interests of such Unrestricted Subsidiary at the date of designation for a purchase price and investments equal to (x) if such Restricted Subsidiary is being acquired by a Loan Party on such date of designation, the total aggregate value of all consideration (including all Earnouts) paid by such Loan Party for such acquisition and (y) in all other cases, the fair market value of the assets of such Restricted Subsidiary at such date of designation. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time and, for purposes of Section 7.4 a return on any investment by the Issuer in Unrestricted Subsidiaries equal to the fair market value of the assets of such Subsidiary at such date of designation. Notwithstanding the foregoing, any Unrestricted Subsidiary that has been re-designated a Restricted Subsidiary may not be subsequently re-designated as an Unrestricted Subsidiary.

6.12. Keepwell . If it is a Qualified ECP Loan Party, then jointly and severally, together with each other Qualified ECP Loan Party, hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all CEA Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by any Non-Qualifying Party to honor all of such Non-Qualifying Party’s obligations under this Agreement or any Other Document in respect of CEA Swap Obligations (provided, however, that each Qualified ECP Loan Party shall only be liable under this Section 6.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 6.10, or otherwise under this Agreement or any Other Document, voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Loan Party under this Section 6.10 shall remain in full force and effect until payment in full of the Obligations and termination of this Agreement and the Other Documents. Each Qualified ECP Loan Party intends that this Section 6.10 constitute, and this Section 6.10 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Borrower and Guarantor for all purposes of Section 1a(18(A)(v)(II) of the CEA.

6.13. Post-Closing Actions . Complete each of the actions described on Schedule 6.13 as soon as commercially reasonable and by no later than the date set forth in Schedule 6.13 with respect to such action or such later date as Agent may reasonably agree.

VII.	NEGATIVE COVENANTS.

No Loan Party shall, nor shall they permit any of the Restricted Subsidiaries to, directly or indirectly, until satisfaction in full of the Obligations (other than unasserted contingent indemnification obligations) and termination of this Agreement:

7.1. Merger, Consolidation, Acquisition and Sale of Assets .

or dissolve into it or sell, lease, transfer or otherwise dispose of all of or a substantial portion of all of its assets to or in favor of any Person, provided , however that (i) any Restricted Subsidiary may merge, amalgamate or consolidate with (x) any Borrower (including a merger, the purpose of which is to reorganize such Borrower into a new jurisdiction); provided that such Borrower shall be the continuing or surviving Person or (y) one or more other Restricted Subsidiaries; provided that when any Person that is a Loan Party (other than a Borrower or Holdings) is merging with a Restricted Subsidiary, a Loan Party shall be the continuing or surviving Person unless the resulting investment made in connection with a Loan Party merging with a non-Loan Party shall otherwise be a Permitted Investment; (ii) (x) any Subsidiary that is a non-Loan Party may merge, amalgamate or consolidate with or into any other Subsidiary that is a non-Loan Party, (y) any Subsidiary (other than any Borrower) may liquidate or dissolve and (z) any Borrower or Subsidiary may change its legal form if, with respect to clauses (y) and (z), such Borrower determines in good faith that such action is in the best interest of such Borrower and if not materially disadvantageous to the Lenders (it being understood that in the case of any change in legal form, such Borrower will remain a Borrower and a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder); (iii) any Restricted Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to a Borrower or to another Restricted Subsidiary; provided that if the transferor in such a transaction is a Loan Party, then (x) the transferee must be a Loan Party or (y) to the extent constituting an investment, such investment must be a Permitted Investment, so long as (A) no other provision of this Agreement would be violated thereby, (B) such Loan Party gives Agent at least five (5) Business Days’ prior written notice of such merger or consolidation, (C) no Event of Default shall have occurred and be continuing either before or after giving effect to such transaction, and (D) Agent’s rights in any Collateral, including, without limitation, the existence, perfection and priority of any Lien thereon, are not adversely affected by such merger or consolidation; and (iv) so long as no Event of Default has occurred and is continuing or would result therefrom, a merger, consolidation, amalgamation, dissolution, liquidation, consolidation or sale of assets, between the target and the applicable Borrower, the purpose of which is to effect a Permitted Acquisition.

the making of an investment that is permitted to be made pursuant to Section 7.4, (ix) the making of a distribution in accordance with Section 7.7, (x) dispositions of assets acquired pursuant to a Permitted Acquisition consummated within 12 months of the date of the proposed disposition (the “ Subject Permitted Acquisition ”) so long as (i) the proceeds of any such disposition of assets are used to prepay the Notes in accordance with Section 2.5(a) of the Term Loan Agreement (without an option for reinvestment pursuant to such Section 2.5(b)), (ii) the assets to be so disposed are not necessary or economically desirable in connection with the business of the Loan Parties thereof and either (x) the fair market value of the assets to be so disposed do not exceed 25% of the fair market value of the total assets acquired from the Subject Permitted Acquisition or (y) the amount of EBITDA attributable to the assets to be so disposed does not exceed 25% of the total EBITDA attributable to the total assets acquired in such Subject Permitted Acquisition, and (iii) the assets to be so disposed are readily identifiable as assets acquired pursuant to the Subject Permitted Acquisition; provided , that for any such sale, lease, transfer or other disposition pursuant to this Section 7.1(b) (except pursuant to clauses (ii), (vi) and (ix) or to any Borrower or a Subsidiary Guarantor) shall be for no less than the fair market value of the applicable property or assets at the time of such transaction.

7.2. Creation of Liens . Create or suffer to exist any Lien or transfer upon or against any of its property or assets now owned or hereafter acquired, except Permitted Encumbrances.

commercial bank, an “ Approved Bank ”) (or by the parent company thereof) or any variable or fixed rate note issued by, or guaranteed by, a corporation (other than structured investment vehicles and other than corporations used in structured financing transactions) rated A-1 (or the equivalent thereof) or better by S&P or P-1 (or the equivalent thereof) or better by Moody’s, in each case with average maturities of not more than 180 days from the date of acquisition thereof, (c) time deposits or eurodollar time deposits with insured certificates of deposit, bankers’ acceptances or overnight bank deposits of, or letters of credit issued by an Approved Bank, in each case with maturities not exceeding 180 days from the date of acquisition thereof, (d) U.S. money market funds that invest solely in obligations set forth in Section 7.4(a), (e) Permitted Investments, (f) advances, loans or extensions of credit permitted under Section 7.5 and assumptions, endorsements and guarantees permitted under Section 7.3, and (g) the purchase or acquisition of obligations or Equity Interests of, or any other interest in, any Person (together with any Permitted Acquisitions accounted for as investments pursuant to this clause (g)) in an aggregate amount not to exceed (x) $5,000,000 ( less the amount of any advances, loans or extensions of credit made in reliance on the dollar amount set forth in Section 7.5(e)(x)) plus (y) the Cumulative Credit at such time ( provided , that no Event of Default has occurred and is continuing or would result therefrom); further provided that, notwithstanding anything to the contrary provided for in the foregoing or otherwise in this Agreement, at any time when the Cumulative Credit shall be greater than $0, Loan Parties may not make any further investments in any Urestricted Subsidiaries to the extent that, after giving effect to any such investment, the aggregate amount of all such investments in any Unrestricted Subsidiaries pursuant to this Section 7.4 would exceed $5,000,000 plus the amount of any return of capital deemed received by Loan Parties by the designation of any Unrestricted Subsidiaries as Restricted Subsidiaries pursuant to the penultimate sentence of Section 6.11, unless and except to the extent that, after giving effect to such investment, Liquidity exceeds $15,000,000.

7.6. Reserved .

7.7. Distributions . Pay or make any distribution of any Equity Interest of any Loan Party any of the Restricted Subsidiaries or apply any of its funds, property or assets to the purchase, redemption or other retirement of any Equity Interest, or of any options to purchase or acquire any such Equity Interest of any Loan Party or any of the Restricted Subsidiaries except that the Loan Parties and the Restricted Subsidiaries shall be permitted to make distributions (A) to the extent and in accordance with the terms and conditions set forth in clauses (i) through (iv) below and (B) subject to written certification provided to Agent as to the purpose and amount of

such distribution or payment (such certification to be provided in the Compliance Certificate delivered pursuant to Section 9.8 hereof) to its members or partners (as applicable), in an aggregate amount equal to the Increased Tax Burden of its members or partners (as applicable), so long as (a) a notice of termination with regard to this Agreement shall not be outstanding, and (b) no Event of Default shall have occurred and be continuing or would occur after giving pro forma effect to such payment(s), and (c) the purpose for such purchase, redemption or distribution shall be as set forth in writing to Agent at least ten (10) days within the occurrence of such purchase, redemption or distribution and such purchase, redemption or distribution shall in fact been used for such purpose. Payments to members or partners (as applicable) shall be made so as to be available when the tax is due, including in respect of estimated tax payments. In the event (x) the actual distribution to members or partners (as applicable), made pursuant to this Section 7.7 exceeds the actual income tax liability of any of such members or partners, whether direct or indirect (as applicable), due to such Loan Party’s or Restricted Subsidiary’s status as a limited liability company or partnership (as applicable) or (y) if such Person was a subchapter C corporation, such Person would be entitled to a refund of income taxes previously paid as a result of a tax loss during a year in which such Person is a limited partnership or limited liability company (as applicable), then the members or partners (as applicable) shall repay such Person the amount of such excess or refund, as the case may be, no later than the date the annual tax return must be filed by such Person (without giving effect to any filing extensions). In the event such amounts are not repaid in a timely manner by any member or partners (as applicable), then such Loan Party or such Restricted Subsidiary shall not pay or make any distribution with respect to, or purchase, redeem or retire, any membership interest or partnership interest (as applicable) of such Person held or controlled by, directly or indirectly, such member or partner (as applicable), until such payment has been made;

(i) each Restricted Subsidiary of a Borrower may pay dividends and distributions to such Borrower and the other Restricted Subsidiaries of such Borrower (and in the case of a dividend or distribution by a non-wholly owned Restricted Subsidiary, to a Borrower and any other Restricted Subsidiary and to each other owner of Equity Interests of such non-wholly owned Restricted Subsidiary based upon their relative ownership interests of the relevant class of Equity Interests);

(ii) so long as no Event of Default has occurred and is continuing or would result therefrom, the Borrowers and their Restricted Subsidiaries may (or may make dividends and distributions, the proceeds of which may be used by Holdings and/or any direct or indirect Parent to) repurchase, redeem, retire or otherwise acquire for value Equity Interests (including any stock appreciation rights or profit interests in respect thereof) of the Borrowers (or its direct or indirect parent), any Borrower or any of its Restricted Subsidiaries from current or former employees, directors or officers, provided that the aggregate cash payments in respect of such repurchases, redemptions, retirements and acquisitions shall not exceed $5,000,000 in any fiscal year, and provided further that at such time, if any, as such aggregate cash payments made in any fiscal year exceed $1,000,000, then any such additional cash payments made during such fiscal year may be made only if (x) after giving effect to each such additional cash payment, Borrowers shall be in pro forma compliance with the minimum Fixed Charge Coverage Ratio covenant (whether or not in effect) set forth in Section 6.5 hereof, measured as at the end of the applicable Pro Forma Testing Period and calculated on a pro forma basis assuming that such

payment had been made on the first day of such Pro Forma Testing Period, and (y) no later than five (5) Business Days prior to the making of such payment, Borrowers shall deliver a certificate of the Chief Financial Officer or Controller of Borrowing Agent certifying that the conditions of the preceding clause (x) were satisfied with respect to the making of such payment;

(iii) Holdings and its Restricted Subsidiaries may make non-cash repurchases of Equity Interests of Holdings, any Borrower or any Restricted Subsidiary deemed to occur upon exercise of stock options or similar equity incentive awards if such Equity Interest represents a portion of the exercise price of such options or similar equity incentive awards;

(iv) the Borrowers and their Restricted Subsidiaries may make distributions and dividends (the proceeds of which may be used by Intermediate Holdco I and/or any direct or indirect Parent to make distributions and dividends) in an aggregate amount not to exceed (x) the greater of (1) $5,000,000 and (2) 10% of Adjusted EBITDA for the four fiscal quarters most recently ended for which financial statements and a Compliance Certificate have been delivered in accordance with Section 9.6 or 9.7 ( less the amount of any prepayments, redemptions, purchases, defeasances and other payments in respect of financings of Subordinated Indebtedness in reliance on the dollar amount set forth in Section 7.16(iv)(x)) plus (y) the Cumulative Credit at such time ( provided , that with respect to any dividend or distribution made out of amounts under clause (a) of the definition of “Cumulative Credit” pursuant to this clause (y), (A) no Event of Default has occurred and is continuing or would result therefrom, (B) the Borrowers shall be in pro forma compliance with the minimum Fixed Charge Coverage Ratio covenant (whether or not in effect) set forth in Section 6.5 hereof measured as of the end of the applicable Pro Forma Testing Period and calculated on a pro forma basis assuming that such dividend or distribution had occurred on the first day of such Pro Forma Testing Period, (C) the Borrowers shall have a pro forma Leverage Ratio of not greater than 3.50 to 1.00, measured as of the end of the applicable Pro Forma Testing Period and calculated on a pro forma basis assuming that such dividend or distribution had occurred on the first day of such Pro Forma Testing Period, and (D) satisfaction of the foregoing clauses (A), (B) and (C) shall be evidenced by a certificate from a Chief Financial Officer of the Borrowers demonstrating such satisfaction calculated in reasonable detail); and

(v) the Borrowers and their Restricted Subsidiaries may make other distributions to Holdings to pay (or for Holdings to make distributions to any direct or indirect Parent to pay) (i) out-of-pocket legal, accounting and other general corporate overhead out-of-pocket costs incurred in the Ordinary Course of Business attributable to the ownership of the Borrowers and its Subsidiaries in an aggregate amount not to exceed $2,000,000 in any fiscal year, (ii) customary fees and reimbursement of reasonable out-of-pocket costs of, and customary indemnities provided to or on behalf of, Holdings’ or any direct or indirect Parent’s directors and officers attributable to the ownership or operations of the Borrowers and (iii) fees and expenses payable to COAC to the extent that the payment of such fees and expenses is permitted pursuant to Section 7.10(b).

7.8. Indebtedness . Create, incur, assume or suffer to exist any Indebtedness (exclusive of trade debt) except Permitted Indebtedness.

7.11. Reserved .

7.13. Pledge of Credit . Now or hereafter pledge Agent’s or any Lender’s credit on any purchases or for any purpose whatsoever or use any portion of any Advance in or for any business other than such Borrower’s business as conducted on the date of this Agreement.

7.14. Amendment of Organizational Documents; Material Indebtedness .

(a) Without the consent of the Agent, amend, modify or waive any term or provision of its certificate of partnership, limited partnership agreement, certificate of formation, operating agreement or other organizational documents in a manner materially adverse to the interests of the Lenders unless required by law.

(b) Without the consent of the Agent, amend, modify, change or waive any term or condition in any manner materially adverse to the interests of the Lenders of any documentation in respect of any Indebtedness having an aggregate outstanding principal amount in excess of 7,500,000.

(c) Without the consent of the Agent, amend, modify, change or waive any term or condition of any documentation (including the Term Loan Agreement) related to the Term Loan Facility, in any manner materially adverse to the interests of the Lenders.

7.15. Compliance with ERISA . (i) Engage, or permit any member of the Controlled Group to engage, in any non-exempt “prohibited transaction”, as that term is defined in Section 406 of ERISA or Section 4975 of the Code, (ii) terminate, or permit any member of the Controlled Group to terminate, any Plan where such event could result in any liability of any Borrower or any member of the Controlled Group or the imposition of a lien on the property of any Borrower or any member of the Controlled Group pursuant to Section 4068 of ERISA, (iii) incur, or permit any member of the Controlled Group to incur, any withdrawal liability to any Multiemployer Plan and which would reasonably be expected to have a Material Adverse Effect; (iv) fail promptly to notify Agent of the occurrence of any Termination Event, (v) fail to comply, or permit a member of the Controlled Group to fail to comply, with the requirements of ERISA or the Code or other Applicable Laws in respect of any Plan and which would reasonably be expected to have a Material Adverse Effect; or (vi) fail to meet, permit any member of the Controlled Group to fail to meet, or permit any Plan to fail to meet, all minimum funding requirements under ERISA and the Code, without regard to any waivers or variances, or postpone or delay or allow any member of the Controlled Group to postpone or delay any funding requirement with respect to any Plan.

7.16. Prepayment of Subordinated Indebtedness; Payments of Qualified Subordinated Indebtedness. At any time, directly or indirectly, prepay any Subordinated Indebtedness (other than to Lenders), or repurchase, redeem, retire or otherwise acquire any Subordinated Indebtedness or make any payment in respect of Qualified Subordinated Indebtedness (other than payments of interest to the extent paid-in-kind through the addition to the principal amount thereof), except (i) Permitted Refinancings (as such term is defined in clause (d) of the defined term Permitted Indebtedness), (ii) the conversion or exchange of any Subordinated Indebtedness to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect Parents, (iii) the prepayment of Indebtedness by any Borrower or any Restricted Subsidiary to any Borrower or any Restricted Subsidiary, and (iv) prepayments, redemptions, purchases, defeasances and other payments in respect of Subordinated Indebtedness (including cash or non-cash payments in respect of Qualified Subordinated Indebtedness) prior to their scheduled maturity in an aggregate amount not to exceed (x) the greater of (1) $5,000,000 and (2) 10% of Adjusted EBITDA for the four fiscal quarter period most recently ended (for which financial statements and a Compliance Certificate have been delivered in accordance with Section 9.6 or 9.7 ( less the amount of any distributions made in reliance on the dollar amount set forth in Section 7.7(iv)(x)) plus (y) the Cumulative Credit at such time ( provided , that with respect to any prepayment, redemption, purchase, defeasance or other payment in respect of Subordinated Indebtedness made out of amounts under clause (a) of the definition of “Cumulative Credit” pursuant to this clause (y), (A) no Event of Default has occurred and is continuing or would result therefrom, (B) the Borrowers shall be in pro forma compliance with the minimum Fixed Charge Coverage Ratio covenant (whether or not in effect) set forth in Section 6.5 hereof measured as of the end of the applicable Pro Forma Testing Period and calculated on a pro forma basis assuming that such redemption, purchase, defeasance or other payment had occurred on the first day of such Pro Forma Testing Period, (C) the Borrowers shall

100

have a pro forma Leverage Ratio of not greater than 3.50 to 1.00, measured as of the end of the applicable Pro Forma Testing Period and calculated on a pro forma basis assuming that such redemption, purchase, defeasance or other payment had occurred on the first day of such Pro Forma Testing Period, and (D) satisfaction of the foregoing clauses (A), (B) and (C) shall be evidenced by a certificate from a Chief Financial Officer of the Borrowers demonstrating such satisfaction calculated in reasonable detail).

7.17. Burdensome Agreements . None of the Loan Parties or the Restricted Subsidiaries shall enter into or permit to exist any agreement or obligation (other than this Agreement, the Other Documents or the Term Loan Agreement) that limits the ability of (a) any Restricted Subsidiary to pay dividends or make distributions to any Loan Party or any of its Restricted Subsidiaries, or (b) any Loan Party to create, incur, assume or suffer to exist Liens on any property of such Person for the benefit of the Lenders with respect to the Obligations or under this Agreement and the Other Documents, provided that the foregoing clauses (a) and (b) shall not apply to agreements or obligations which:

(ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of a Loan Party, so long as such obligations were not entered into in contemplation of such Person becoming a Restricted Subsidiary of such Loan Party;

(iii) are customary restrictions that arise in connection with any Permitted Encumbrance or disposition permitted by Section 7.1,

(vi) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any of the Loan Parties or the Restricted Subsidiaries,

(vii) are customary provisions restricting assignment of any agreement entered into in the Ordinary Course of Business,

(viii) are restrictions on cash or other deposits imposed by customers under contracts entered into in the Ordinary Course of Business,

101

(ix) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 7.08 that are, taken as a whole, no more restrictive with respect to any Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive than the restrictions contained in this Agreement), so long as such Borrower shall have determined in good faith that such restrictions will not affect its obligation or ability to make any payments required hereunder.

7.18. Anti-Terrorism Laws . None of the Loan Parties or Restricted Subsidiaries Borrower shall, until satisfaction in full of the Obligations and termination of this Agreement, nor shall it permit any Affiliate or agent to:

(b) Deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order No. 13224.

(c) Engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in the Executive Order No. 13224, the USA PATRIOT Act or any other Anti-Terrorism Law. The Loan Parties and the Restricted Subsidiaries shall deliver to Lenders any certification or other evidence requested from time to time by any Lender in its sole discretion, confirming Loan Parties’ and Restricted Subsidiaries’ compliance with this Section.

7.19. Trading with the Enemy Act . Engage in any business or activity in violation of the Trading with the Enemy Act.

7.20. Term Loan Debt . At any time directly or indirectly, pay, prepay, repurchase, redeem, retire or otherwise acquire or make any principal payment on account of the repayment or redemption of the Term Loan Debt, except (i) regularly scheduled payments or acquisitions of principal provided for in, and mandatory prepayments of principal required under, the Term Loan Documents as in effect on the Closing Date or as thereafter amended with the consent of the Agent, Term Loan Agent and the Term Loan Lenders, (ii) principal payments or acquisitions thereof solely from the proceeds of Term Priority Collateral, (iii) principal payments or acquisitions thereof solely from the Retained Declined Proceeds (as defined in the Term Loan Agreement, and (iv) optional prepayments or acquisitions thereof so long as after giving effect to such prepayment or acquisition, Liquidity exceeds $15,000,000.

7.21. Permitted Activities .

102

costs and expenses relating to such maintenance), (iii) the performance of its obligations with respect to this Agreement, the Other Documents and the Term Loan Documents, (iv) any public offering of its common stock or any other issuance or sale of its Equity Interests (other than Disqualified Equity Interests), payment of dividends, making contributions to the capital of any Borrower and guaranteeing the obligations of any Borrower, (v) participating in tax, accounting and other administrative matters as a member of the consolidated group of KGH and any Borrower, (vi) providing indemnification to officers and directors and (vii) any activities incidental to the foregoing and (B) own any Equity Interests other than Equity Interests in any Borrower.

(b) So long as financial statements of KGH and its consolidated Subsidiaries are being provided in lieu of financial statements of the Borrowers and its consolidated Subsidiaries in accordance with Section 9.5, with respect to KGH, (A) engage in any material operating or business activities or own any material assets; provided that the following and any activities incidental thereto shall be permitted in any event: (i) its ownership of the Equity Interests of Holdings and activities incidental thereto, including payment of dividends and other amounts in respect of its Equity Interests, (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iii) any public offering of its common stock or any other issuance or sale of its Equity Interests (other than Disqualified Equity Interests), payment of dividends, making contributions to the capital of Holdings, (iv) participating in tax, accounting and other administrative matters as a member of the consolidated group of KGH, Holdings and the Borrowers, (v) providing indemnification to officers and directors, (vi) the providing of guarantees in respect of the obligations of Holdings or any of its Subsidiaries; provided that the aggregate amount of guaranteed obligations shall not exceed $1,000,000 at any time outstanding; (vii) the performance of the activities set forth on Schedule 7.21; and (vi) any activities incidental to the foregoing and (B) own any Equity Interests other than Equity Interests in any Borrower.

VIII.

CONDITIONS PRECEDENT.

8.1. Conditions to Initial Advances . The agreement of Lenders to make the initial Advances requested to be made on the Closing Date is subject to the satisfaction, or waiver by Agent, immediately prior to or concurrently with the making of such Advances, of the following conditions precedent:

(a) Agreement and Note . Agent shall have received duly executed counterparts of this Agreement and the Note duly executed and delivered by an authorized officer of each Borrower;

(b) Filings, Registrations and Recordings . Each document (including any Uniform Commercial Code financing statement) required by this Agreement, any related agreement or under law or reasonably requested by Agent to be filed, registered or recorded in order to create, in favor of Agent, a perfected security interest in or lien upon the Collateral shall have been properly filed, registered or recorded in each jurisdiction in which the filing, registration or recordation thereof is so required or requested, and Agent shall have received an acknowledgment copy, or other evidence satisfactory to it, of each such filing, registration or recordation and satisfactory evidence of the payment of any necessary fee, tax or expense relating thereto;

103

(c) Collateral Access Agreements . Agent shall have used commercially reasonable efforts to deliver to Agent landlord, mortgagee or warehouseman agreements satisfactory to Agent in its commercially reasonable judgment with respect to such premises leased by Borrowers at which Inventory and books and records are located as Agent may reasonably require;

(d) Guarantees and Other Documents . Agent shall have received (i) the executed Guarantees, (ii) the executed Guarantor Security Agreement and (iv) the executed Other Documents, all in form and substance satisfactory to Agent;

(e) Term Loan Agreement; Intercreditor Agreement . Agent shall have received (i) true, correct and complete copies of the Term Loan Agreement, duly executed by the parties thereto, certified as such by an appropriate officer of Borrowers and (ii) the Intercreditor Agreement, duly executed in form and substance reasonably satisfactory to Agent;

(f) Environmental Due Diligence . Agent acknowledges that it has completed a due diligence examination of Borrowers’ policies and procedures regarding compliance with Environmental Laws and Borrowers’ environmental insurance policies;

(g) Financial Condition Certificates . Agent shall have received an executed Financial Condition Certificate in the form of Exhibit 8.1(g).

(h) Closing Certificate . Agent shall have received a closing certificate signed by the Chief Financial Officer of the Borrowers dated as of the date hereof, stating that (i) all representations and warranties set forth in this Agreement and the Other Documents are true and correct in all material respects (except to the extent any such representation or warranty is already qualified as to materiality, Material Adverse Effect or similar language, in which case each such representation or warranty (after giving effect to any qualification therein) shall be true and correct in all respects) on and as of such date with the same effect as though made on and as of such date (it being understood and agreed that any representation or warranty which by its terms expressly relates to an earlier date shall be required to be true and correct in all material respects as of such earlier date) and (ii) on such date no Default or Event of Default has occurred or is continuing;

(i) Borrowing Base . Agent shall have received evidence from Borrowers that the aggregate amount of Eligible Receivables and Eligible Inventory is sufficient in value and amount to support Advances in the amount requested by Borrowers on the Closing Date;

(j) Blocked Accounts . To the extent so requested, Agent shall have received duly executed agreements establishing the Blocked Accounts or Depository Accounts with financial institutions acceptable to Agent for the collection or servicing of the Receivables and proceeds of the Collateral;

104

(k) Proceedings of Loan Parties . Agent shall have received a copy of the resolutions in form and substance reasonably satisfactory to Agent, of the Board of Managers, Managing Member, or General Partner (as applicable) of each Loan Party authorizing (i) the execution, delivery and performance of this Agreement, the Note, and all Other Documents (collectively the “ Documents ”) and (ii) the granting by each Loan Party of the security interests in and liens upon the Collateral in each case certified by the senior officer, Managing Member or General Partner (as applicable) of each Loan Party as of the Closing Date; and, such certificate shall state that the resolutions thereby certified have not been amended, modified, revoked or rescinded as of the date of such certificate;

(l) Incumbency Certificates of Loan Parties . Agent shall have received a certificate of the senior officer, Managing Member or General Partner of each Loan Party, dated the Closing Date, as to the incumbency and signature of the senior officer, Managing Member or General Partner of each Loan Party, as applicable, executing this Agreement, the Other Documents, any certificate or other documents to be delivered by it pursuant hereto, together with evidence of the incumbency of such senior officer, Managing Member or General Partner;

(m) Certificates . Agent shall have received a copy of the certificate of formation, certification of limited partnership or certificate of incorporation, as applicable, of each Loan Party, and all amendments thereto, certified by the Secretary of State or other appropriate official of its jurisdiction of formation together with copies of the operating agreement, limited partnership agreement or bylaws, as applicable, of each Loan Party and all agreements of each Loan Party’s members, partners or board of directors, as applicable, certified as accurate and complete by the senior officer, Managing Member or General Partner of each Loan Party, as applicable;

(n) Good Standing Certificates . Agent shall have received good standing certificates for each Loan Party dated not more than 30 days prior to the Closing Date, issued by the Secretary of State or other appropriate official of each Loan Party’s jurisdiction of formation and each jurisdiction where the conduct of each Loan Party’s business activities or the ownership of its properties necessitates qualification except, where the failure to be so qualified could not reasonably be expected to result in a Material Adverse Effect;

(o) Legal Opinion . Agent shall have received the executed legal opinion of (i) Schulte Roth & Zabel LLP in form and substance reasonably satisfactory to Agent which shall cover such matters customary to commercial lending transactions and (ii) Clark Hill PLC, local Pennsylvania course to Loan Parties in form and substance satisfactory to Agent which shall cover such matters customary to commercial lending transactions including perfection with respect to Drilling, and each Loan Party hereby authorizes and directs each such counsel to deliver such opinions to Agent and Lenders;

(p) No Litigation . (i) No litigation, investigation or proceeding before or by any arbitrator or Governmental Body shall be continuing or threatened against any Loan Party or against the officers or directors of any Loan Party (A) in connection with this Agreement, the Other Documents or any of the transactions contemplated thereby and which, in the reasonable opinion of Agent, is deemed material or (B) which could reasonably be expected to have a Material Adverse Effect; and (ii) no injunction, writ, restraining order or other order of any nature materially adverse to any Loan Party or the conduct of its business or inconsistent with the due consummation of the Transactions shall have been issued by any Governmental Body;

105

(q) Collateral Examination and Appraisals . Agent acknowledges that it has completed satisfactory Collateral examinations and received satisfactory appraisals of the Receivables, Inventory and General Intangibles of each Loan Party and all books and records in connection therewith;

(r) Fees . Agent shall have received all fees payable to Agent and Lenders on or prior to the Closing Date hereunder, including pursuant to Article III hereof;

(s) Pro Forma Financial Statements; Historical Financial Statements . Agent shall have received a copy of (i) the Pro Forma Financial Statements, (ii) the Audited Financial Statements, and (iii) the financial statements described in Section 9.7 (or the financial statements of Holdings (together with the additional information required by Section 9.5) for each subsequent fiscal quarter ended at least forty-five (45) days prior to the Closing Date, each of which shall be satisfactory in all respects to Agent;

(t) Insurance . Agent shall have received in form and substance reasonably satisfactory to Agent, certified copies of Loan Parties’ casualty insurance policies and environmental insurance required by this Agreement, together with loss payable endorsements on Agent’s standard form of loss payee endorsement naming Agent as loss payee, and certified copies of Loan Parties’ liability insurance policies required by this Agreement, together with endorsements naming Agent as an additional insured;

(u) Payment Instructions; Payoff Documents .

(i) Agent shall have received written instructions from Borrowing Agent directing the application of proceeds of the initial Advances made pursuant to this Agreement;

(ii) With respect to the application of such proceeds in satisfaction of the indebtedness owing by Loan Parties under the Existing Credit Facilities, Agent shall have received in form and substance satisfactory to Agent copies of all documentation evidencing the satisfaction of such indebtedness, the release of all obligors of any monetary obligations thereunder, and the termination and release of all liens securing such indebtedness; and

(iii) On the Closing Date, after giving effect to the Refinancing none of the Loan Parties nor Restricted Subsidiaries shall have any Indebtedness for borrowed money except (i) the Advances, (ii) the Term Loan Debt and (iii) any Permitted Indebtedness.

(v) Consents . Agent shall have received any and all Consents necessary to permit the effectuation of the transactions contemplated by this Agreement and the Other Documents; and, Agent shall have received such Consents and waivers of such third parties as might assert claims with respect to the Collateral, as Agent and its counsel shall reasonably deem necessary;

106

(w) No Adverse Material Change . (i) since December 31, 2013, there shall not have occurred any event, condition or state of facts which could reasonably be expected to have a Material Adverse Effect and (ii) no representations made or information supplied to Agent or Lenders shall have been proven to be inaccurate or misleading in any material respect;

(x) Reserved ;

(y) Reserved ;

(z) Undrawn Availability . After giving effect to the initial Advances hereunder, Borrowers shall have Undrawn Availability of at least $7,500,000;

(aa) Compliance with Laws . Agent shall be reasonably satisfied that each Borrower is in material compliance with all pertinent federal, state, local or territorial regulations, including those with respect to the Federal Occupational Safety and Health Act, the Environmental Protection Act, ERISA and the Trading with the Enemy Act; and

(bb) Other . All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the Transactions shall be satisfactory in form and substance to Agent and its counsel.

8.2. Conditions to Each Advance . The agreement of Lenders to make any Advance requested to be made on any date (including the initial Advance), is subject to the satisfaction of the following conditions precedent as of the date such Advance is made:

(a) Representations and Warranties . Each of the representations and warranties made by any Loan Party in or pursuant to this Agreement, the Other Documents and any related agreements to which it is a party, and each of the representations and warranties contained in any certificate, document or financial or other statement furnished at any time under or in connection with this Agreement, the Other Documents or any related agreement shall be true and correct in all material respects (except to the extent any such representation or warranty is already qualified as to materiality, Material Adverse Effect or similar language, in which case each such representation or warranty (after giving effect to any qualification therein) shall be true and correct in all respects) on and as of such date (it being understood and agreed that any representation or warranty which by its terms expressly relates to an earlier date shall be required to be true and correct in all material respects as of such earlier date);

(b) No Default . No Event of Default or Default shall have occurred and be continuing on such date, or would exist after giving effect to the Advances requested to be made, on such date; provided, however that Agent, in its sole discretion, may continue to make Advances notwithstanding the existence of an Event of Default or Default and that any Advances so made shall not be deemed a waiver of any such Event of Default or Default; and

(c) Maximum Advances . In the case of any type of Advance requested to be made, after giving effect thereto, the aggregate amount of such type of Advance shall not exceed the maximum amount of such type of Advance permitted under this Agreement.

107

Each request for an Advance by any Borrower hereunder shall constitute a representation and warranty by each Borrower as of the date of such Advance that the conditions contained in this subsection shall have been satisfied.

IX.	INFORMATION AS TO BORROWERS.

Each of the Loan Parties and the Restricted Subsidiaries shall, or (except with respect to Section 9.11) shall cause Borrowing Agent on its behalf to, until satisfaction in full of the Obligations (other than Letters of Credit that have been cash collateralized and unasserted contingent indemnification obligations) and the termination of this Agreement:

9.1. Disclosure of Material Matters . Promptly upon learning thereof, report to Agent all matters materially affecting the value, enforceability or collectibility of any portion of the Collateral, including any Loan Party’s reclamation or repossession of, or the return to any Loan Party of, a material amount of goods or claims or disputes asserted by any Customer or other obligor.

9.2. Schedules . Deliver to Agent on or before the fifteenth (15th) day of each month as and for the prior month (a) accounts receivable ageings inclusive of reconciliations to the general ledger, (b) accounts payable schedules inclusive of reconciliations to the general ledger, (c) Inventory reports and (d) a Borrowing Base Certificate in form and substance reasonably satisfactory to Agent (which shall be calculated as of the last day of the prior month and which shall not be binding upon Agent or restrictive of Agent’s rights under this Agreement); provided that, (x) at any time following the occurrence and during the continuance of an Event of Default, if so requested by Agent in its Permitted Discretion, Borrowers shall deliver Borrowing Base Certificates at more frequent intervals calculated as of such interim dates as Agent may require and (y) regardless of whether Agent shall have exercised its rights under the preceding clause (x), Borrowers shall deliver to Agent on the first Business Day of each week a weekly report updating the most recently delivered Borrowing Base Certificate to reflect sales, receipts of cash and collections during the preceding week. In addition, each Borrower will deliver to Agent at such intervals as Agent may require in its Permitted Discretion: (i) confirmatory assignment schedules; (ii) copies of Customer’s invoices; (iii) evidence of shipment or delivery; and (iv) such further schedules, documents and/or information regarding the Collateral as Agent may require in its Permitted Discretion including trial balances and test verifications. Agent shall have the right to confirm and verify all Receivables by any reasonable manner and through any medium it considers advisable and do whatever it may deem reasonably necessary to protect its interests hereunder. The items to be provided under this Section are to be in form satisfactory to Agent in its Permitted Discretion and executed by each Borrower and delivered to Agent from time to time solely for Agent’s convenience in maintaining records of the Collateral, and any Borrower’s failure to deliver any of such items to Agent shall not affect, terminate, modify or otherwise limit Agent’s Lien with respect to the Collateral. Notwithstanding the requirement contained in the first sentence of this Section 9.2 regarding the delivery of a Borrowing Base Certificate to the Agent on a monthly basis, Borrowing Agent, at its option, may elect to deliver a Borrowing Base Certificate to Agent (x) at any time, promptly following any date on which Keane Completions repays or returns to Borrowers any Permitted Investment pursuant to Section 7.4(e) hereof or repays to Borrowers any intercompany loan or advance made pursuant to Section 7.5(e) hereof or (y) on the 15 ^th day of the month following the month during which such

108

repayment or return shall have occurred. In either case, such Borrowing Base Certificate shall reflect the dollar-for-dollar reduction in the amount of the Special Reserve, in accordance with the definition thereof, to the extent applicable, so long as Agent shall have received, concurrently with the delivery of any such Borrowing Base Certificate, reasonably satisfactory evidence of such repayment or return, and the amount thereof.

9.3. Environmental Reports . Furnish Agent, concurrently with the delivery of the financial statements referred to in Sections 9.7 and 9.8, with a certificate signed by the President of Borrowing Agent stating, to the best of his knowledge, that each Borrower is in compliance in all respects with all federal, state and local Environmental Laws, to the extent set forth in Section 5.7 of this Agreement. If any Borrower is not in such compliance to such extent with the foregoing laws, the certificate shall set forth with specificity all areas of non-compliance and the proposed action such Borrower will implement in order to achieve such compliance.

9.4. Litigation . Promptly notify Agent in writing of any claim, litigation, suit or administrative proceeding affecting any Borrower or any Guarantor, or any of the Restricted Subsidiaries, whether or not the claim is covered by insurance, and of any litigation, suit or administrative proceeding, which in any such case affects a material portion of the Collateral or which would reasonably be expected to have a Material Adverse Effect.

9.5. Material Occurrences; Material Contracts . Promptly notify Agent in writing upon the occurrence of: (i) any Event of Default; (ii) any event of default under the Term Loan Documents; (iii) any event of default under the Subordinated Loan Documentation; (iv) any event, development or circumstance whereby any financial statements or other reports furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of any Loan Party or the Restricted Subsidiaries as of the date of such statements; (v) any accumulated retirement plan funding deficiency which, if such deficiency continued for two plan years and was not corrected as provided in Section 4971 of the Code, could subject any Loan Party or the Restricted Subsidiaries to a tax imposed by Section 4971 of the Code; (vi) without limiting the generality of clause (a), notice of any Event of Default under Section 10.11, including the names and addresses of the holders of such Indebtedness with respect to which such Event of Default has occurred, and the amount of such Indebtedness; and (vii) any other development in the business or affairs of any Borrower or any Guarantor, or any of the Restricted Subsidiaries, which would reasonably be expected to have a Material Adverse Effect; in each case describing the nature thereof and the action Borrowers propose to take with respect thereto.

9.6. Parent Financials . Notwithstanding the requirements of Sections 9.7, 9.8 and 9.9, the obligations to deliver the financial statements of the Borrowers may be satisfied by (A) on and after the Closing Date (and until an election made pursuant to clause (B) below), furnishing the applicable financial statements of KGH and its consolidated Subsidiaries and (B) to the extent the Borrowers have provided at least thirty (30) days’ prior written notice to Agent as to such change, Holdings and its consolidated Subsidiaries; provided that, (i) such information is accompanied by unaudited consolidating information that explains in reasonable detail the differences between the information relating to either KGH or Holdings, as applicable, and its consolidated Subsidiaries, on the one hand, and the information relating to the Borrowers and their consolidated Subsidiaries on a standalone basis, on the other hand and (ii) to the extent

109

annual financial statements provided pursuant to this Section 9.6 are in lieu of the annual financial statements required to be provided under Section 9.7, such annual financial statements are accompanied by a report and opinion of KPMG LLP or any other independent registered public accounting firm of nationally recognized standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit.

9.7. Annual Financial Statements . Furnish Agent with respect to each fiscal year, within one hundred and twenty (120) days, in each case, after the end of the fiscal year of Borrowers, (a) financial statements of Borrowers and their Subsidiaries on a consolidated basis including, but not limited to, statements of income and members’ equity and cash flow from the beginning of the current fiscal year to the end of such fiscal year and the balance sheet as at the end of such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all prepared in accordance with GAAP applied on a basis consistent with prior practices, and in reasonable detail and reported upon without qualification by an independent certified public accounting firm selected by Borrowers and reasonably satisfactory to Agent (the “ Accountants ”). The Borrowers shall use their commercially reasonably to cause such report of the Accountants to be accompanied by a statement of the Accountants certifying that (i) they have caused this Agreement to be reviewed, (ii) in making the examination upon which such report was based either no information came to their attention which to their knowledge constituted an Event of Default or a Default under this Agreement or any related agreement or, if such information came to their attention, specifying any such Default or Event of Default, its nature, when it occurred and whether it is continuing, and such report shall contain or have appended thereto calculations or confirmations which set forth Borrowers’ compliance with the requirements or restrictions imposed by Sections 6.5, 6.10, 7.4, 7.5, 7.6, 7.7 and 7.8 hereof, (b) a Compliance Certificate and (c) a Narrative Report.

9.8. Quarterly Financial Statements . Furnish Agent within 45 days after the end of each fiscal quarter, (a) an unaudited balance sheet and unaudited statements of members equity and cash flow of Borrowers, in each case on a consolidated basis and an unaudited statement of income of Borrowers and their Subsidiaries on a consolidated and consolidating basis reflecting results of operations from the beginning of the fiscal year to the end of such quarter and for such quarter, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year and prepared on a basis consistent with prior practices and complete and correct in all material respects, subject to normal and recurring year end adjustments that individually and in the aggregate are not material to Borrowers’ business, (b) a Compliance Certificate and (c) a Narrative Report.

9.9. Monthly Financial Statements . Furnish Agent within thirty (30) days after the end of each month (other than for the months of March, June, September and December) which shall be delivered in accordance with Sections 9.7 and 9.8 as applicable), an unaudited balance sheet and unaudited statements of members equity and cash flow of Borrowers and their Subsidiaries, in each case on a consolidated basis and an unaudited statement of income of Borrowers and their Subsidiaries on a consolidated and consolidating basis reflecting results of

110

operations from the beginning of the fiscal year to the end of such month and for such month, prepared on a basis consistent with prior practices and complete and correct in all material respects, subject to normal and recurring year end adjustments that individually and in the aggregate are not material to Borrowers’ business. The reports shall be accompanied by a Compliance Certificate.

9.10. Other Reports . Furnish Agent as soon as available, but in any event within ten (10) days after the issuance thereof, with copies of such financial statements, reports and returns as any Loan Party and any of its Restricted Subsidiaries shall send to its partners and members.

9.11. Additional Information . Furnish Agent with such additional information as Agent shall reasonably request in order to enable Agent to determine whether the terms, covenants, provisions and conditions of this Agreement and the Notes have been complied with by the Loan Parties and the Restricted Subsidiaries including, (a) copies of all environmental audits and reviews, pursuant to Section 4.19, (b) with respect to Borrower’s opening of any new office or place of business or any Borrower’s closing of any existing office or place of business, notice thereof, within 10 Business Days after such opening or closing ( provided that nothing contained in the foregoing shall be deemed to contradict or limit Borrowers’ separate obligations to give prior written notice with respect to the opening of certain new offices or places of business as required and set forth in Section 4.5(c) hereof), and (c) promptly upon any Loan Party learning thereof, notice of any labor dispute to which any Loan Party may become a party, any strikes or walkouts relating to any of its plants or other facilities, and the expiration of any labor contract to which any Loan Party is a party or by which any Loan Party is bound, in each case under this clause (c), to the extent that the occurrence thereof would reasonably be expected to result in a Material Adverse Effect.

9.12. Projected Operating Budget . Furnish the Agent no later than thirty (30) days after the beginning of the Borrowers’ fiscal year commencing with the fiscal year ending on or about December 31, 2014, a quarter by quarter projected operating budget and cash flow of Borrowers and its Subsidiaries on a consolidated basis for such fiscal year (including an income statement for each quarter and a balance sheet as at the end of the last month in each fiscal quarter), such projections to be accompanied by a certificate signed by the President or Chief Financial Officer of the Borrowers to the effect that such projections have been prepared on a reasonable and good faith basis (in light of then prevailing current market conditions), pursuant to sound financial planning practices consistent with past budgets and financial statements (it being understood that projections by their nature are subject to uncertainties and contingencies, many of which are beyond the control of the Loan Parties and the Restricted Subsidiaries, that no assurances can be given that such projections will be realized, and that actual results may differ in a material manner from such projections).

9.13. Variances From Operating Budget . Furnish Agent, concurrently with the delivery of the financial statements referred to in Section 9.7, 9.8 and 9.9, a written report summarizing all material variances (including, without limitation, comprehensive income statements and balance sheet items) from budgets submitted by Borrowers pursuant to Section 9.12 and a discussion and analysis by management with respect to such variances.

111

9.14. Notice of Suits, Adverse Events . Furnish Agent with prompt written notice of (i) any lapse or other termination of any material Consent issued to any Loan Party or the Restricted Subsidiaries by any Governmental Body or any other Person that is material to the operation of any Loan Party’s or any Restricted Subsidiary’s business, (ii) any refusal by any Governmental Body or any other Person to renew or extend any such Consent; and (iii) copies of any periodic or special reports filed by any of the Loan Parties or the Restricted Subsidiaries with any Governmental Body or Person, if such reports indicate any material change in the business, operations, affairs or condition of any of the Loan Parties or the Restricted Subsidiaries, or if copies thereof are requested by any Lender, and (iv) copies of any material notices and other material communications from any Governmental Body or Person which specifically relate to any of the Loan Parties or the Restricted Subsidiaries.

9.15. Unrestricted Subsidiaries . Simultaneously with the delivery of each set of financial statements referred to in Sections 9.7, 9.8 and 9.9 above, the related unaudited consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements.

9.16. ERISA Notices and Requests . Furnish Agent with prompt written notice (but no later than five (5) Business Days following knowledge of an event) in the event that (i) any Borrower or any member of the Controlled Group knows or has reason to know that a Termination Event has occurred, together with a written statement describing such Termination Event and the action, if any, which such Borrower or any member of the Controlled Group has taken, is taking, or proposes to take with respect thereto and, when known, any action taken or threatened by the Internal Revenue Service, Department of Labor or PBGC with respect thereto, (ii) any Borrower or any member of the Controlled Group knows or has reason to know that a prohibited transaction (as defined in Sections 406 of ERISA and 4975 of the Code) has occurred together with a written statement describing such transaction and the action which such Borrower or any member of the Controlled Group has taken, is taking or proposes to take with respect thereto, (iii) a funding waiver request has been filed with respect to any Plan together with all communications received by any Borrower or any member of the Controlled Group with respect to such request, (iv) any increase in the benefits of any existing Plan or the establishment of any new Plan or the commencement of contributions to any Plan to which any Borrower or any member of the Controlled Group was not previously contributing shall occur; (v) any Borrower or any member of the Controlled Group shall receive from the PBGC a notice of intention to terminate a Plan or to have a trustee appointed to administer a Plan, together with copies of each such notice, (vi) any Borrower or any member of the Controlled Group shall receive any unfavorable determination letter from the Internal Revenue Service regarding the qualification of a Plan under Section 401(a) of the Code, together with copies of each such letter; (vii) any Borrower or any member of the Controlled Group shall receive a notice regarding the imposition of withdrawal liability, together with copies of each such notice; (viii) any Borrower or any member of the Controlled Group shall fail to make a required installment or any other required payment under the Code or ERISA on or before the due date for such installment or payment; or (ix) any Borrower or any member of the Controlled Group knows that (a) a Multiemployer Plan has been terminated, (b) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan, (c) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan or (d) a Multiemployer Plan is subject to Section 432 of the Code or Section 305 of ERISA.

112

9.17. Additional Documents . Execute and deliver to Agent, upon request, such documents and agreements as Agent may, from time to time, reasonably request to carry out the purposes, terms or conditions of this Agreement.

X.	EVENTS OF DEFAULT.

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

10.1. Nonpayment . Failure by any Borrower to (a) pay any principal on the Obligations when due, whether at maturity or by reason of acceleration pursuant to the terms of this Agreement or by notice of intention to prepay, or by required prepayment or (b) pay when due any other liabilities or make any other payment, fee or charge provided for herein when due or in any Other Document and such failure to pay when due any amount described in this clause (b) shall continue for three (3) Business Days;

10.2. Breach of Representation . Any representation or warranty made or deemed made by any Borrower or any Guarantor in this Agreement, any Other Document or any related agreement or in any certificate, document or financial or other statement furnished at any time in connection herewith or therewith shall prove to have been misleading in any material respect on the date when made or deemed to have been made;

10.3. Financial and other Information . Failure by any Loan Party to (i) furnish financial and other information pursuant to Sections 9.2, 9.7, 9.8, 9.9, 9.12 or 9.13 when due or when requested which is unremedied for a period of five (5) Business Days, or (ii) promptly permit the inspection, conducted in accordance with the terms of Section 4.10 of this Agreement, of its books or records;

10.4. Judicial Actions . Issuance of a notice of Lien, levy, assessment, injunction or attachment against any Loan Party’s Inventory, Receivables or against a portion of any Loan Party’s other property, such Lien, levy, assessment, injunction or attachment is not stayed or lifted within thirty (30) days, and the imposition or issuance thereof is reasonably likely to have a Material Adverse Effect;

10.5. Noncompliance . (a) failure or neglect of any Borrower or any Guarantor to perform, keep or observe any term, provision, condition, or covenant contained in any of Sections 2.22, 4.1, 4.2, 4.3, 4.4, 4.5, 4.15(h) and 6.5, or Article VII (other than 7.15), and any Sections 9.1, 9.4, 9.5 and 9.15 of this Agreement, and (b) except as otherwise provided in Sections 10.1, 10.3 and 10.5(a), failure or neglect of any Loan Party to perform, keep or observe any term, provision, condition or covenant, contained in this Agreement or in any Other Agreement which is not cured within thirty (30) days after the earlier of the date on which (i) a Responsible Officer of a Loan Party becomes aware of such failure and (ii) notice thereof shall have been given to the Borrowers by the Agent;

113

10.6. Judgments . Any judgment or judgments are rendered against any Borrower or any Guarantor for an aggregate amount in excess of $4.000,000 or against all Borrowers or Guarantors for an aggregate amount in excess of $4,000,000 and (a) enforcement proceedings shall have been commenced by a creditor upon such judgment, (b) there shall be any period of forty-five (45) consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, shall not be in effect, or (c) any such judgment results in the creation of a Lien upon any of the Collateral (other than a Permitted Encumbrance); provided, however , that any such judgment shall not give rise to an Event of Default under this Section 10.6 for so long as (i) the amount of such judgment is covered by a valid and binding policy of insurance between the defendant and the insurer covering full payment thereof and (ii) such insurer has been notified, and has not disputed the claim made for payment, of the amount of such judgment, order, award or settlement;

10.7. Bankruptcy . Any Borrower or any Guarantor or any Restricted Subsidiary of any Borrower or any Guarantor shall (a) apply for, consent to or suffer the appointment of, or the taking of possession by, a receiver, custodian, trustee, liquidator or similar fiduciary of itself or of all or a substantial part of its property, (b) make a general assignment for the benefit of creditors, (c) commence a voluntary case under any state or federal bankruptcy laws (as now or hereafter in effect), (d) be adjudicated a bankrupt or insolvent, (e) file a petition seeking to take advantage of any other law providing for the relief of debtors, (f) acquiesce to, or fail to have dismissed, within forty-five (45) days, any petition filed against it in any involuntary case under such bankruptcy laws, or (g) take any action for the purpose of effecting any of the foregoing;

10.8. Inability to Pay . Any Loan Party shall admit in writing its inability, or be generally unable, to pay its debts as they become due or cease operations of its present business;

10.9. [Reserved] .

10.10. Lien Priority . Any Lien created hereunder or provided for hereby or under any Other Document for any reason (other than the failure of Agent to make required filings or take required actions based on accurate information timely provided by the Loan Parties) ceases to be or is not a valid and perfected Lien having a first priority interest, which failure to be valid, perfected or having the priority required (x) involves Collateral with a fair market value in excess of $50,000 or (y) is not cured within five (5) Business Days after the earlier of the date on which (i) a Responsible Officer of a Loan Party becomes aware of such failure and (ii) notice thereof shall have been given to any Borrower by the Agent;

10.11. Cross Default . Any specified “event of default” under either (A) the Term Loan Facility or (B) to the extent having an aggregate outstanding principal amount in excess of $7,500,000, any other Indebtedness of any Loan Party (Indebtedness under either clause (A) or (B), “ Subject Indebtedness ”), or any other event or circumstance which would permit the holder of such Subject Indebtedness to accelerate such Indebtedness (and/or the obligations of the Loan Party thereunder) prior to the scheduled maturity or termination thereof, shall occur (regardless of whether the holder of such Subject Indebtedness shall actually accelerate, terminate or otherwise exercise any rights or remedies with respect to such Indebtedness), in any such case after giving effect to any applicable notice, grace or cure periods;

114

10.12. Termination of Guaranty or Guaranty Security Agreement . Termination (other than in accordance with the terms thereof) by any Guarantor of any Guaranty, Guaranty Security Agreement or similar agreement executed and delivered to Agent in connection with the Obligations of any Borrower, or if any Guarantor attempts to terminate, challenges the validity of, or its liability under, any such Guaranty, Guaranty Security Agreement or similar agreement;

10.13. Change of Ownership . Any Change of Control shall occur;

10.14. Invalidity . Any material provision of this Agreement or any Other Document shall, for any reason, cease to be valid and binding on any Borrower or any Guarantor (except in accordance with its terms), or any Borrower or any Guarantor shall so claim in writing to Agent or any Lender;

10.15. Reserved ;

10.16. Seizures . Any material portion of the Collateral shall be seized or taken by a Governmental Body which results in Liquidity being less than $7,500,000 for a period of thirty (30) consecutive days;

10.17. Reserved ;

10.18. Pension Plans . An event or condition specified in Section 7.15 hereof shall occur or exist with respect to any Plan and, as a result of such event or condition, together with all other such events or conditions, any Borrower or any member of the Controlled Group shall incur, a liability to a Plan or the PBGC (or both) which would have or be reasonably likely to have a Material Adverse Effect; or

10.19. Anti-Money Laundering/International Trade Law Compliance . Any representation or warranty contained in Section 16.18 is or becomes false or misleading at any time.

XI.	LENDERS’ RIGHTS AND REMEDIES AFTER DEFAULT.

11.1. Rights and Remedies .

115

the Uniform Commercial Code and at law or equity generally, including the right to foreclose the security interests granted herein and to realize upon any Collateral by any available judicial procedure and/or to take possession of and sell any or all of the Collateral with or without judicial process. Upon the occurrence and during the continuance of any Event of Default, Agent may enter any of any Loan Party’s premises or other premises without legal process and without incurring liability to any Loan Party therefor, and Agent may thereupon, or at any time thereafter, in its discretion without notice or demand, take the Collateral and remove the same to such place as Agent may deem advisable and Agent may require Loan Parties to make the Collateral available to Agent at a convenient place. Upon the occurrence and during the continuance of any Event of Default, with or without having the Collateral at the time or place of sale, Agent may sell the Collateral, or any part thereof, at public or private sale, at any time or place, in one or more sales, at such price or prices, and upon such terms, either for cash, credit or future delivery, as Agent may elect. Except as to that part of the Collateral which is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Agent shall give Loan Parties reasonable notification of such sale or sales, it being agreed that in all events written notice mailed to Borrowing Agent at least ten (10) days prior to such sale or sales is reasonable notification. At any public sale Agent or any Lender may bid for and become the purchaser, and Agent, any Lender or any other purchaser at any such sale thereafter shall hold the Collateral sold absolutely free from any claim or right of whatsoever kind, including any equity of redemption and all such claims, rights and equities are hereby expressly waived and released by each Loan Party. In connection with the exercise of the foregoing remedies, including the sale of Inventory, at such time as Agent shall be lawfully entitled to exercise such remedies, and for no other purpose. Agent is granted a perpetual nonrevocable, royalty free, nonexclusive license and Agent is granted permission to use all of each Loan Party’s (a) trademarks, trade styles, tradenames, patents, patent applications, copyrights, service marks, licenses, franchises and other proprietary rights which are used or useful in connection with Inventory for the purpose of marketing, advertising for sale and selling or otherwise disposing of such Inventory and (b) Equipment for the purpose of completing the manufacture of unfinished goods. The cash proceeds realized from the sale of any Collateral shall be applied to the Obligations in the order set forth in Section 11.6 hereof. Noncash proceeds will only be applied to the Obligations as they are converted into cash. If any deficiency shall arise, Loan Parties shall remain liable to Agent and Lenders therefor.

116

Persons, whether or not in the same business as any Loan Party, for expressions of interest in acquiring all or any portion of such Collateral; (vii) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the Collateral is of a specialized nature; (viii) to dispose of Collateral by utilizing internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets; (ix) to dispose of assets in wholesale rather than retail markets; (x) to disclaim disposition warranties, such as title, possession or quiet enjoyment, (xi) to purchase insurance or credit enhancements to insure Agent against risks of loss, collection or disposition of Collateral or to provide to Agent a guaranteed return from the collection or disposition of Collateral; or (xii) to the extent deemed appropriate by Agent, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Agent in the collection or disposition of any of the Collateral. Each Loan Party acknowledges that the purpose of this Section 11.1(b) is to provide non-exhaustive indications of what actions or omissions by Agent would not be commercially unreasonable in Agent’s exercise of remedies against the Collateral and that other actions or omissions by Agent shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 11.1(b). Without limitation upon the foregoing, nothing contained in this Section 11.1(b) shall be construed to grant any rights to any Loan Party or to impose any duties on Agent that would not have been granted or imposed by this Agreement or by Applicable Law in the absence of this Section 11.1(b).

11.2. Agent’s Discretion . Agent shall have the right in its sole discretion to determine which rights, Liens, security interests or remedies Agent may at any time pursue, relinquish, subordinate, or modify or to take any other action with respect thereto and such determination will not in any way modify or affect any of Agent’s or Lenders’ rights hereunder.

11.3. Setoff . Subject to Section 14.12, in addition to any other rights which Agent or any Lender may have under Applicable Law, upon the occurrence and during the continuance of an Event of Default hereunder, Agent and such Lender shall have a right, immediately and without notice of any kind, to apply any Loan Party’s property held by Agent and such Lender to reduce the Obligations.

117

the date on which such Compliance Certificate was required to have been delivered to the Agent), (b) no more than one (1) Equity Cure may be made in respect of any four-quarter fiscal period, (c) no more than two (2) Equity Cures may be made during the term of this Agreement, (d) the amount of such Equity Cure may not exceed the aggregate amount necessary to cure the Financial Covenant Default and (e) on the date of such Equity Cure, Borrowers shall have Undrawn Availability, calculated on an average basis for the period of ten (10) consecutive Business Days ending on such date, of not less than $2,500,000. Upon the receipt by Holdings of each such Equity Cure, each such Financial Covenant Default shall be recalculated giving effect to the following pro forma adjustments:

(b) if, after giving effect to the foregoing recalculations, Borrowers shall then be in compliance with the requirements of Section 6.5, Borrowers shall be deemed to have satisfied the requirements of Section 6.5 (solely for purposes of determining compliance with Section 6.5, and not pro forma compliance with Section 6.5 required by any other provision of this Agreement, with the same effect as though there had been no failure to comply therewith, and the Financial Covenant Default that had occurred shall be deemed not to have occurred for purposes of this Agreement and the Other Documents.

11.6. Allocation of Payments After Event of Default . Notwithstanding any other provisions of this Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by Agent on account of the Obligations or any other amounts outstanding under any of the Other Documents or in respect of the Collateral may, at Agent’s discretion, be paid over or delivered as follows:

FIRST, to the payment of all reasonable and documented out-of-pocket costs and expenses (including reasonable and documented attorneys’ fees, which shall be limited to one outside counsel and one local counsel in each relevant jurisdiction) of Agent in connection with enforcing its rights and the rights of Lenders under this Agreement and the Other Documents and any protective advances made by Agent with respect to the Collateral under or pursuant to the terms of this Agreement;

SECOND, to payment of any fees owed to Agent;

THIRD, to the payment of all reasonable and documented out-of-pocket costs and expenses (including reasonable and documented attorneys’ fees, which shall be limited to one outside counsel and one local counsel in each relevant jurisdiction for each Lender) of each of the Lenders to the extent owing to such Lender pursuant to the terms of this Agreement;

FOURTH, to the payment of all of the Obligations consisting of accrued fees and interest;

118

FIFTH, to the payment of the outstanding principal amount of the Obligations (including the payment or cash collateralization of any outstanding Letters of Credit as provided for in Section 3.2(b));

SIXTH, to all other Obligations (other than unasserted contingent indemnification obligations for which no claim has been asserted) and other obligations which shall have become due and payable under the Other Documents or otherwise and not repaid pursuant to clauses “FIRST” through “FIFTH” above; and

SEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus.

In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Advances held by such Lender bears to the aggregate then outstanding Advances) of amounts available to be applied pursuant to clauses “FOURTH”, “FIFTH” and “SIXTH” above; (iii) to the extent that any amounts available for distribution pursuant to clause “FIFTH” above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by the Agent as cash collateral as provided for in Section 3.2(b) hereof and applied (A) first, to reimburse the Issuer from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “FIFTH” and “SIXTH” above in the manner provided in this Section 11.6, and (iv) notwithstanding anything to the contrary in this Section 11.6, no CEA Swap Obligations of any Non-Qualifying Party shall be paid with amounts received from such Non-Qualifying Party under its Guaranty (including sums received as a result of the exercise of remedies with respect to such Guaranty) or from the proceeds of such Non-Qualifying Party’s Collateral if such CEA Swap Obligations would constitute Excluded Hedge Liabilities, provided, however, that to the extent possible appropriate adjustments shall be made with respect to payments and/or the proceeds of Collateral from other Borrowers and/or Guarantors that are Eligible Contract Participants with respect to such CEA Swap Obligations to preserve the allocation to Obligations otherwise set forth above in this Section 11.6.

XII.	WAIVERS AND JUDICIAL PROCEEDINGS.

12.1. Waiver of Notice . Each Loan Party hereby waives notice of non-payment of any of the Receivables, demand, presentment, protest and notice thereof with respect to any and all instruments, notice of acceptance hereof, notice of loans or advances made, credit extended, Collateral received or delivered, or any other action taken in reliance hereon, and all other demands and notices of any description, except such as are expressly provided for herein.

12.2. Delay . No delay or omission on Agent’s or any Lender’s part in exercising any right, remedy or option shall operate as a waiver of such or any other right, remedy or option or of any Default or Event of Default.

119

XIII.

EFFECTIVE DATE AND TERMINATION.

13.1. Term . This Agreement, which shall inure to the benefit of and shall be binding upon the respective successors and permitted assigns of each Loan Party, Agent and each Lender, shall become effective on the date hereof and shall continue in full force and effect until January 8, 2019 (the “ Term ”) unless sooner terminated as herein provided. Borrowers may terminate this Agreement at any time upon thirty (30) days’ prior written notice upon payment in full of the Obligations; provided that a notice of termination delivered by Borrowing Agent may state that such notice is conditioned upon the effectiveness of other credit facilities or the closing of a securities offering or the consummation of a Change of Control or a similar transaction, in which case such notice may be revoked by Borrowing Agent if such condition is not satisfied.

13.2. Termination . The termination of the Agreement shall not affect Agent’s or any Lender’s rights, or any of the Obligations having their inception prior to the effective date of such termination, and the provisions hereof shall continue to be fully operative until all transactions entered into, rights or interests created or Obligations have been fully paid, disposed of, concluded or liquidated. The security interests, Liens and rights granted to Agent and Lenders hereunder and the financing statements filed hereunder shall continue in full force and effect, notwithstanding the termination of this Agreement or the fact that Borrowers’ Account may from time to time be temporarily in a zero or credit position, until all of the Obligations of each Loan Party have been paid in full. Accordingly, each Loan Party waives any rights which it may have under the Uniform Commercial Code to demand the filing of termination statements with respect to the Collateral, and Agent shall not be required to send such termination statements to each Loan Party, or to file them with any filing office, unless and until this Agreement shall have been terminated in accordance with its terms and all Obligations have been paid in full in immediately available funds. All representations, warranties, covenants, waivers and agreements contained herein shall survive termination hereof until all Obligations are paid in full.

120

XIV.	REGARDING AGENT.

14.1. Appointment . Each Lender hereby designates PNC to act as Agent for such Lender under this Agreement and the Other Documents. Each Lender hereby irrevocably authorizes Agent to take such action on its behalf under the provisions of this Agreement and the Other Documents and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of Agent by the terms hereof and thereof and such other powers as are reasonably incidental thereto and Agent shall hold all Collateral, payments of principal and interest, fees (except the fees set forth in Sections 3.3(a) and 3.4, charges and collections (without giving effect to any collection days) received pursuant to this Agreement, for the ratable benefit of Lenders. Agent may perform any of its duties hereunder by or through its agents or employees. As to any matters not expressly provided for by this Agreement (including collection of the Note) Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding; provided, however , that Agent shall not be required to take any action which exposes Agent to liability or which is contrary to this Agreement or the Other Documents or Applicable Law unless Agent is furnished with an indemnification reasonably satisfactory to Agent with respect thereto.

14.2. Nature of Duties . Agent shall have no duties or responsibilities except those expressly set forth in this Agreement and the Other Documents. Neither Agent nor any of its officers, directors, employees or agents shall be (a) liable for any action taken or omitted by them as such hereunder or in connection herewith, unless caused by their gross (not mere) negligence or willful misconduct (as determined by a court of competent jurisdiction in a final non-appealable judgment), or (b) responsible in any manner for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement, or in any of the Other Documents or in any certificate, report, statement or other document referred to or provided for in, or received by Agent under or in connection with, this Agreement or any of the Other Documents or for the value, validity, effectiveness, genuineness, due execution, enforceability or sufficiency of this Agreement, or any of the Other Documents or for any failure of any Loan Party to perform its obligations hereunder or under any Other Document. Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any of the Other Documents, or to inspect the properties, books or records of any Loan Party. The duties of Agent as respects the Advances to Loan Parties shall be mechanical and administrative in nature; Agent shall not have by reason of this Agreement a fiduciary relationship in respect of any Lender; and nothing in this Agreement, expressed or implied, is intended to or shall be so construed as to impose upon Agent any obligations in respect of this Agreement or under any Other Document except as expressly set forth herein.

121

creditworthiness of each Borrower and each Guarantor. Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before making of the Advances or at any time or times thereafter except as shall be provided by any Borrower pursuant to the terms hereof. Agent shall not be responsible to any Lender for any recitals, statements, information, representations or warranties herein or in any agreement, document, certificate or a statement delivered in connection with or for the execution, effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement or any Other Document, or of the financial condition of any Borrower or any Guarantor, or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement, the Note, the Other Documents or the financial condition of any Borrower, or the existence of any Event of Default or any Default.

Agent may resign on sixty (60) days’ written notice to each of Lenders and Borrowing Agent and upon such resignation, the Required Lenders will promptly designate a successor Agent reasonably satisfactory to Borrowers.

14.4. Certain Rights of Agent . If Agent shall request instructions from Lenders with respect to any act or action (including failure to act) in connection with this Agreement or any Other Document, Agent shall be entitled to refrain from such act or taking such action unless and until Agent shall have received instructions from the Required Lenders; and Agent shall not incur liability to any Person by reason of so refraining. Without limiting the foregoing, Lenders shall not have any right of action whatsoever against Agent as a result of its acting or refraining from acting hereunder in accordance with the instructions of the Required Lenders.

14.5. Reliance . Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, cablegram, order or other document or telephone message believed by it to be genuine and correct and to have been signed, sent or made by the proper person or entity, and, with respect to all legal matters pertaining to this Agreement and the Other Documents and its duties hereunder, upon advice of counsel selected by it. Agent may employ agents and attorneys-in-fact and shall not be liable for the default or misconduct of any such agents or attorneys-in-fact selected by Agent with reasonable care.

122

as shall be reasonably directed by the Required Lenders; provided, that, unless and until Agent shall have received such directions, Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable in the best interests of Lenders.

14.7. Indemnification . To the extent Agent is not reimbursed and indemnified by Loan Parties, each Lender will reimburse and indemnify Agent in proportion to its respective portion of the Advances (or, if no Advances are outstanding, according to its Commitment Percentage), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Agent in performing its duties hereunder, or in any way relating to or arising out of this Agreement or any Other Document; provided that, Lenders shall not be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from Agent’s gross (not mere) negligence or willful misconduct (as determined by a court of competent jurisdiction in a final non-appealable judgment).

14.8. Agent in its Individual Capacity . With respect to the obligation of Agent to lend under this Agreement, the Advances made by it shall have the same rights and powers hereunder as any other Lender and as if it were not performing the duties as Agent specified herein; and the term “Lender” or any similar term shall, unless the context clearly otherwise indicates, include Agent in its individual capacity as a Lender. Agent may engage in business with any Borrower as if it were not performing the duties specified herein, and may accept fees and other consideration from any Borrower for services in connection with this Agreement or otherwise without having to account for the same to Lenders.

14.9. Delivery of Documents . To the extent Agent receives financial statements required under Sections 9.7, 9.8, 9.9, 9.12 and 9.13 or Borrowing Base Certificates from any Borrower pursuant to the terms of this Agreement which any Borrower is not obligated to deliver to each Lender, Agent will promptly furnish such documents and information to Lenders.

14.10. Borrowers’ Undertaking to Agent . Without prejudice to their respective obligations to Lenders under the other provisions of this Agreement, each Borrower hereby undertakes with Agent to pay to Agent from time to time on demand all amounts from time to time due and payable by it for the account of Agent or Lenders or any of them pursuant to this Agreement to the extent not already paid. Any payment made pursuant to any such demand shall pro tanto satisfy the relevant Borrower’s obligations to make payments for the account of Lenders or the relevant one or more of them pursuant to this Agreement.

14.11. No Reliance on Agent’s Customer Identification Program . Each Lender acknowledges and agrees that neither such Lender, nor any of its Affiliates, participants or assignees, may rely on Agent to carry out such Lender’s, Affiliate’s, participant’s or assignee’s customer identification program, or other obligations required or imposed under or pursuant to the USA PATRIOT Act or the regulations thereunder, including the regulations contained in 31 CFR 103.121 (as hereafter amended or replaced, the “ CIP Regulations ”), or any other Anti-Terrorism Law, including any programs involving any of the following items relating to or in connection with any Loan Party, its Affiliates or its agents, this Agreement, the Other

123

Documents or the transactions hereunder or contemplated hereby: (a) any identity verification procedures, (b) any record-keeping, (c) comparisons with government lists, (d) customer notices or (e) other procedures required under the CIP Regulations or such other laws.

14.12. Other Agreements . Each of the Lenders agrees that it shall not, without the express consent of Agent, and that it shall, to the extent it is lawfully entitled to do so, upon the request of Agent, set off against the Obligations, any amounts owing by such Lender to any Borrower or any deposit accounts of any Borrower now or hereafter maintained with such Lender. Anything in this Agreement to the contrary notwithstanding, each of the Lenders further agrees that it shall not, unless specifically requested to do so by Agent, take any action to protect or enforce its rights arising out of this Agreement or the Other Documents, it being the intent of Lenders that any such action to protect or enforce rights under this Agreement and the Other Documents shall be taken in concert and at the direction or with the consent of Agent or Required Lenders.

XV.	BORROWING AGENCY.

15.1. Borrowing Agency Provisions .

(a) Each Borrower hereby irrevocably designates Borrowing Agent to be its attorney and agent and in such capacity to borrow, sign and endorse notes, and execute and deliver all instruments, documents, writings and further assurances now or hereafter required hereunder, on behalf of such Borrower or Borrowers, and hereby authorizes Agent to pay over or credit all loan proceeds hereunder in accordance with the request of Borrowing Agent.

(b) The handling of this credit facility as a co-borrowing facility with a borrowing agent in the manner set forth in this Agreement is solely as an accommodation to Borrowers and at their request. Neither Agent nor any Lender shall incur liability to Borrowers as a result thereof. To induce Agent and Lenders to do so and in consideration thereof, each Borrower hereby indemnifies Agent and each Lender and holds Agent and each Lender harmless from and against any and all liabilities, expenses, losses, damages and claims of damage or injury asserted against Agent or any Lender by any Person arising from or incurred by reason of the handling of the financing arrangements of Borrowers as provided herein, reliance by Agent or any Lender on any request or instruction from Borrowing Agent or any other action taken by Agent or any Lender with respect to this Section 15.1 except due to willful misconduct or gross (not mere) negligence by the indemnified party (as determined by a court of competent jurisdiction in a final and non-appealable judgment).

(c) All Obligations shall be joint and several, and each Borrower shall make payment upon the maturity of the Obligations by acceleration or otherwise, and such obligation and liability on the part of each Borrower shall in no way be affected by any extensions, renewals and forbearance granted to Agent or any Lender to any Borrower, failure of Agent or any Lender to give any Borrower notice of borrowing or any other notice, any failure of Agent or any Lender to pursue or preserve its rights against any Borrower, the release by Agent or any Lender of any Collateral now or thereafter acquired from any Borrower, and such agreement by each Borrower to pay upon any notice issued pursuant thereto is unconditional and unaffected by prior recourse by Agent or any Lender to the other Borrowers or any Collateral for such Borrower’s Obligations or the lack thereof. Each Borrower waives all suretyship defenses.

124

15.2. Waiver of Subrogation . Each Borrower expressly waives any and all rights of subrogation, reimbursement, indemnity, exoneration, contribution of any other claim which such Borrower may now or hereafter have against the other Borrowers or other Person directly or contingently liable for the Obligations hereunder, or against or with respect to the other Borrowers’ property (including, without limitation, any property which is Collateral for the Obligations), arising from the existence or performance of this Agreement, until termination of this Agreement and repayment in full of the Obligations.

XVI.	MISCELLANEOUS.

16.1. Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of New York applied to contracts to be performed wholly within the State of New York. Any judicial proceeding brought by or against any Loan Party with respect to any of the Obligations, this Agreement, the Other Documents or any related agreement may be brought in any court of competent jurisdiction in the City of New York, Borough of Manhattan, State of New York, United States of America, and, by execution and delivery of this Agreement, each Loan Party accepts for itself and in connection with its properties, generally and unconditionally, the exclusive jurisdiction of the aforesaid courts, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. Each Loan Party hereby waives personal service of any and all process upon it and consents that all such service of process may be made by registered mail (return receipt requested) directed to Borrowing Agent at its address set forth in Section 16.6 and service so made shall be deemed completed five (5) days after the same shall have been so deposited in the mails of the United States of America, or, at Agent’s option, by service upon Borrowing Agent which each Loan Party irrevocably appoints as such Loan Party’s Agent for the purpose of accepting service within the State of New York. Nothing herein shall affect the right to serve process in any manner permitted by law or shall limit the right of Agent or any Lender to bring proceedings against any Loan Party in the courts of any other jurisdiction. Each Loan Party waives any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. Each Loan Party waives the right to remove any judicial proceeding brought against such Loan Party in any state court to any federal court. Any judicial proceeding by any Loan Party against Agent or any Lender involving, directly or indirectly, any matter or claim in any way arising out of, related to or connected with this Agreement or any related agreement, shall be brought only in a federal or state court located in the City of New York, Borough of Manhattan, County of New York, State of New York.

16.2. Entire Understanding .

125

each Lender’s respective officers. Neither this Agreement nor any portion or provisions hereof may be changed, modified, amended, waived, supplemented, discharged, cancelled or terminated orally or by any course of dealing, or in any manner other than by an agreement in writing and in accordance with this Agreement. Each Loan Party acknowledges that it has been advised by counsel in connection with the execution of this Agreement and Other Documents and is not relying upon oral representations or statements inconsistent with the terms and provisions of this Agreement.

(b) The Required Lenders, Agent with the consent in writing of the Required Lenders, and Borrowers may, subject to the provisions of this Section 16.2 (b), from time to time enter into written supplemental agreements to this Agreement or the Other Documents executed by Borrowers, for the purpose of adding or deleting any provisions or otherwise changing, varying or waiving in any manner the rights of Lenders, Agent or Borrowers thereunder or the conditions, provisions or terms thereof or waiving any Event of Default thereunder, but only to the extent specified in such written agreements; provided, however , that no such supplemental agreement shall be effective if the effect would:

(i) except in connection with any increase pursuant to Section 2.24 hereof, increase the Commitment Percentage, the maximum dollar commitment of any Lender or the Maximum Revolving Advance Amount unless consented to in writing by each Lender;

(ii) extend the maturity of any Note or the due date for any amount payable hereunder, or decrease the rate of interest or reduce any fee payable by Borrowers to Lenders hereunder pursuant to this Agreement, in each case, unless consented to in writing by each Lender;

(iii) alter the definition of the term Required Lenders or alter, amend or modify this Section 16.2(b) unless consented to in writing by each Lender;

(iv) release (i) any Collateral during any calendar year (other than in accordance with the provisions of this Agreement) having an aggregate value in excess of $1,000,000 or (ii) any Guarantor (other than in accordance with the provisions of this Agreement) unless consented to in writing by each Lender;

(v) change the rights and duties of Agent unless consented to in writing by the Required Lenders and Agent;

(vi) permit any Revolving Advance to be made if after giving effect thereto the total of Revolving Advances outstanding hereunder would exceed the Formula Amount for more than sixty (60) consecutive Business Days or exceed one hundred and ten percent (110%) of the Formula Amount unless consented to in writing by each Lender; or

(vii) increase the Advance Rates above the Advance Rates in effect on the Closing Date unless consented to in writing by each Lender.

Any such supplemental agreement shall apply equally to each Lender and shall be binding upon Loan Parties, Lenders and Agent and all future holders of the Obligations. In the

126

case of any waiver, Loan Parties, Agent and Lenders shall be restored to their former positions and rights, and any Event of Default waived shall be deemed to be cured and not continuing, but no waiver of a specific Event of Default shall extend to any subsequent Event of Default (whether or not the subsequent Event of Default is the same as the Event of Default which was waived), or impair any right consequent thereon.

In the event that Agent requests the consent of a Lender pursuant to this Section 16.2 and such consent is denied or such Lender does not respond or reply to Agent within five (5) Business Days of delivery of such request, then PNC shall, at its option or at the request of the Borrowing Agent, require such Lender to assign its interest in the Advances to PNC or to another Lender or to any other Person designated by Agent (the “ Designated Lender ”), for a price equal to (i) the then outstanding principal amount thereof plus (ii) accrued and unpaid interest and fees due such Lender, which interest and fees shall be paid when collected from Borrowers. In the event PNC requires any Lender to assign its interest to PNC or to the Designated Lender, PNC will so notify such Lender in writing within forty five (45) days following such Lender’s denial, and such Lender will assign its interest to PNC or the Designated Lender no later than five (5) days following receipt of such notice pursuant to a Commitment Transfer Supplement executed by such Lender, PNC or the Designated Lender, as appropriate, and Agent.

Notwithstanding (a) the existence of a Default or an Event of Default, (b) that any of the other applicable conditions precedent set forth in Section 8.2 hereof have not been satisfied or (c) any other provision of this Agreement, Agent may at its discretion and without the consent of the Required Lenders, voluntarily permit the outstanding Revolving Advances at any time to exceed the Formula Amount by up to ten percent (10%) of the Formula Amount for up to sixty (60) consecutive Business Days (the “ Out-of-Formula Loans ”). If Agent determines in its sole and absolute discretion to permit such Out-of-Formula Loans, such Out-of-Formula Loans shall be payable on demand and shall bear interest at the Default Rate for Revolving Advances consisting of Domestic Rate Loans; provided that, if Lenders do make Out-of-Formula Loans, neither Agent nor Lenders shall be deemed thereby to have changed the limits of Section 2.1(a). For purposes of this paragraph, the discretion granted to Agent hereunder shall not preclude involuntary overadvances that may result from time to time due to the fact that the Formula Amount was unintentionally exceeded for any reason, including, but not limited to, Collateral previously deemed to be either “Eligible Receivables” or “Eligible Inventory”, as applicable, becomes ineligible, collections of Receivables applied to reduce outstanding Revolving Advances are thereafter returned for insufficient funds or overadvances are made to protect or preserve the Collateral. In the event Agent involuntarily permits the outstanding Revolving Advances to exceed the Formula Amount by more than ten percent (10%), Agent shall use its efforts to have Borrowers decrease such excess in as expeditious a manner as is practicable under the circumstances and not inconsistent with the reason for such excess. Revolving Advances made after Agent has determined the existence of involuntary overadvances shall be deemed to be involuntary overadvances and shall be decreased in accordance with the preceding sentence.

127

Section 8.2 hereof have not been satisfied, to make Revolving Advances to Borrowers on behalf of Lenders which Agent, in its reasonable business judgment, deems necessary or desirable (a) to preserve or protect the Collateral, or any portion thereof, (b) to enhance the likelihood of, or maximize the amount of, repayment of the Advances and other Obligations, or (c) to pay any other amount chargeable to Borrowers pursuant to the terms of this Agreement; provided, that at any time after giving effect to any such Revolving Advances the outstanding Revolving Advances do not exceed one hundred and ten percent (110%) of the Formula Amount.

16.3. Successors and Assigns; Participations; New Lenders .

(a) This Agreement shall be binding upon and inure to the benefit of Loan Parties, Agent, each Lender, all future holders of the Obligations and their respective successors and assigns, except that no Loan Party may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of Agent and each Lender.

(b) Each Loan Party acknowledges that in the regular course of commercial banking business one or more Lenders may at any time and from time to time sell participating interests in the Advances to other financial institutions (each such transferee or purchaser of a participating interest, a “ Participant ”). Each Participant may exercise all rights of payment (including rights of set-off) with respect to the portion of such Advances held by it or other Obligations payable hereunder as fully as if such Participant were the direct holder thereof provided that Borrowers shall not be required to pay to any Participant more than the amount which it would have been required to pay to Lender which granted an interest in its Advances or other Obligations payable hereunder to such Participant had such Lender retained such interest in the Advances hereunder or other Obligations payable hereunder and in no event shall Borrowers be required to pay any such amount arising from the same circumstances and with respect to the same Advances or other Obligations payable hereunder to both such Lender and such Participant. Each Borrower hereby grants to any Participant a continuing security interest in any deposits, moneys or other property actually or constructively held by such Participant as security for the Participant’s interest in the Advances.

128

provided in such Commitment Transfer Supplement, be released from its obligations under this Agreement, the Commitment Transfer Supplement creating a novation for that purpose. Such Commitment Transfer Supplement shall be deemed to amend this Agreement to the extent, and only to the extent, necessary to reflect the addition of such Purchasing Lender and the resulting adjustment of the Commitment Percentages arising from the purchase by such Purchasing Lender of all or a portion of the rights and obligations of such transferor Lender under this Agreement and the Other Documents. Each Borrower consents to the addition of such Purchasing Lender and the resulting adjustment of the Commitment Percentages arising from the purchase by such Purchasing Lender of all or a portion of the rights and obligations of such transferor Lender under this Agreement and the Other Documents made in compliance with this Section 16.3(c).

(d) Any Lender, with the consent of Agent which shall not be unreasonably withheld, conditioned or delayed, may directly or indirectly sell, assign or transfer all or any portion of its rights and obligations under or relating to Revolving Advances under this Agreement and the Other Documents to an entity, whether a corporation, partnership, trust, limited liability company or other entity that (i) is engaged in making, purchasing, holding or otherwise investing in bank loans and similar extensions of credit in the ordinary course of its business and (ii) is administered, serviced or managed by the assigning Lender or an Affiliate of such Lender (a “Purchasing CLO” and together with each Participant and Purchasing Lender, each a “ Transferee ” and collectively the “ Transferees ”), pursuant to a Commitment Transfer Supplement modified as appropriate to reflect the interest being assigned (“Modified Commitment Transfer Supplement”), executed by any intermediate purchaser, the Purchasing CLO, the transferor Lender and Agent as appropriate and delivered to Agent for recording. Upon such execution and delivery, from and after the transfer effective date determined pursuant to such Modified Commitment Transfer Supplement, (i) Purchasing CLO thereunder shall be a party hereto and, to the extent provided in such Modified Commitment Transfer Supplement, have the rights and obligations of a Lender thereunder and (ii) the transferor Lender thereunder shall, to the extent provided in such Modified Commitment Transfer Supplement, be released from its obligations under this Agreement, the Modified Commitment Transfer Supplement creating a novation for that purpose. Such Modified Commitment Transfer Supplement shall be deemed to amend this Agreement to the extent, and only to the extent, necessary to reflect the addition of such Purchasing CLO. Each Borrower hereby consents to the addition of such Purchasing CLO. Borrowers shall execute and deliver such further documents and do such further acts and things in order to effectuate the foregoing. Notwithstanding the foregoing or anything to the contrary set forth herein, no assignment or transfer shall be made at any time to any Defaulting Lender or any of its Affiliates or any Person, who, upon becoming a Lender would constitute a Defaulting Lender.

129

Register as the owner of the Advance recorded therein for the purposes of this Agreement. The Register shall be available for inspection by Borrowing Agent or any Lender at any reasonable time and from time to time upon reasonable prior notice. Agent shall receive a fee in the amount of $3,500 payable by the applicable Purchasing Lender and/or Purchasing CLO upon the effective date of each transfer or assignment (other than to an intermediate purchaser) to such Purchasing Lender and/or Purchasing CLO. An Advance may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register. The Register shall be available for inspection by the Borrowing Agent and any Lender (with respect to any entry relating to such Lender’s Advances and commitments)at any reasonable time and from time to time upon reasonable prior notice.

(ii) In the event that any Lender sells participations in any Advance hereunder, such Lender shall, acting solely for this purpose as a non-fiduciary agent of the Borrower (solely for tax purposes), maintain a register on which it enters the name of all participants in such Advances held by it and the principal amount (and stated interest thereon) of the portion of such Advance which is the subject of the participation (the “ Participant Register ”), provided, that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any Advances or other Obligations) except to the extent that such disclosure is necessary to establish that such Advances or other Obligations are in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. An Advance may be participated in whole or in part only by registration of such participation on the Participant Register.

(f) Each Borrower authorizes each Lender to disclose to any Transferee and any prospective Transferee any and all financial information in such Lender’s possession concerning such Borrower which has been delivered to such Lender by or on behalf of such Borrower pursuant to this Agreement or in connection with such Lender’s credit evaluation of such Borrower.

(g) Any sale, assignment or transfer made by a transferee Lender pursuant to paragraph (c) or (d) of this Section 16.3 shall include a sale, assignment or transfer of all or a portion of such Lender’s rights and obligations under both the Revolving Advances, to the extent set forth in the applicable Commitment Transfer Supplement or Modified Commitment Transfer Supplement, as applicable.

16.4. Application of Payments . To the extent that any Loan Party makes a payment or Agent or any Lender receives any payment or proceeds of the Collateral for any Loan Party’s benefit, which are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, debtor in possession, receiver, custodian or any other party under any bankruptcy law, common law or equitable cause, then, to such extent, the Obligations or part thereof intended to be satisfied shall be revived and continue as if such payment or proceeds had not been received by Agent or such Lender.

130

and, collectively, the “ Indemnitees ”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, reasonable and documented out pocket costs, expenses and disbursements of any kind or nature whatsoever (including reasonable and documented fees and disbursements of counsel, but subject to the number of counsel set forth in the paragraphs labeled “First” and “Third” in Section 11.6 of this Agreement) which may be imposed on, incurred by, or asserted against Agent or any Lender in any claim, litigation, proceeding or investigation instituted or conducted by any Governmental Body or instrumentality or any other Person with respect to any aspect of, or any transaction contemplated by, or referred to in, or any matter related to, this Agreement or the Other Documents, whether or not Agent or any Lender is a party thereto, except to the extent that any of the foregoing arises out of (x) the gross negligence or willful misconduct of the party being indemnified (as determined by a court of competent jurisdiction in a final and non-appealable judgment), or (y) disputes solely among Agent, Lenders and their respective Participants. Without limiting the generality of the foregoing, this indemnity shall extend to any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, reasonable and documented out pocket costs, expenses and disbursements of any kind or nature whatsoever (including reasonable and documented fees and disbursements of counsel, but subject to the number of counsel set forth in the paragraphs labeled “First” and “Third” in Section 11.6 of this Agreement) asserted against or incurred by any of the indemnitees described above in this Section 16.5 by any Person under any Environmental Laws by reason of any Loan Party’s failure to comply with such Environmental Laws. Additionally, if any stamping, recording or similar taxes (“ Other Taxes ”) shall be payable by Agent, Lenders or Loan Parties on account of the execution or delivery of this Agreement, or the execution, delivery, issuance or recording of any of the Other Documents, or the creation or repayment of any of the Obligations hereunder, by reason of any Applicable Law now or hereafter in effect, Loan Parties will pay within 10 Business Days (or will promptly reimburse Agent and Lenders for payment thereof within 10 Business Days) all such Other Taxes, including interest and penalties thereon, and will indemnify and hold the Indemnitees harmless from and against all liability in connection therewith provided, that Loan Parties have received written demand therefore specifying in reasonable detail the nature and amount of such taxes.

16.6. Notice . Any notice or request hereunder may be given to Borrowing Agent or any Loan Party or to Agent or any Lender at their respective addresses set forth below or at such other address as may hereafter be specified in a notice designated as a notice of change of address under this Section. Any notice, request, demand, direction or other communication (for purposes of this Section 16.6 only, a “ Notice ”) to be given to or made upon any party hereto under any provision of this Agreement shall be given or made by telephone or in writing (which includes by means of electronic transmission (i.e., “ e-mail ”) or facsimile transmission or by setting forth such Notice on a site on the World Wide Web (a “ Website Posting ”) if Notice of such Website Posting (including the information necessary to access such site) has previously been delivered to the applicable parties hereto by another means set forth in this Section 16.6) in accordance with this Section 16.6. Any such Notice must be delivered to the applicable parties hereto at the addresses and numbers set forth under their respective names on Section 16.6 hereof or in accordance with any subsequent unrevoked Notice from any such party that is given in accordance with this Section 16.6. Any Notice shall be effective:

(a) In the case of hand-delivery, when delivered;

131

(b) If given by mail, four days after such Notice is deposited with the United States Postal Service, with first-class postage prepaid, return receipt requested;

(e) In the case of electronic transmission, when actually received;

(f) In the case of a Website Posting, upon delivery of a Notice of such posting (including the information necessary to access such site) by another means set forth in this Section 16.6; and

(g) If given by any other means (including by overnight courier), when actually received.

Any Lender giving a Notice to Borrowing Agent or any Loan Party shall concurrently send a copy thereof to Agent, and Agent shall promptly notify the other Lenders of its receipt of such Notice.

(A)

If to Agent or PNC at:

PNC Bank, National Association

340 Madison Avenue

New York, NY 10173

Attention: Edward Chonko, Vice President

Telephone: (212) 752-6091

Facsimile: (212) 303-0060

with a copy to:

PNC Bank, National Association

PNC Agency Services

PNC Firstside Center

500 First Avenue, 4th Floor

Pittsburgh, Pennsylvania 15219

Attention: Lisa Pierce

Telephone: (412) 762-6442

Facsimile: (412) 762-8672

132

with an additional copy to:

Blank Rome LLP

405 Lexington Avenue

New York, New York 10174

Attn: Robert Stein

Telephone: (212) 885-5206

Facsimile: (917) 332-3750

(B)

If to a Lender other than Agent, as specified on the signature pages hereof

(C)

If to Borrowing Agent or any Loan Party:

101 Keane Road

Lewis Run, PA 16738

Attention: Greg Powell

Telephone: (814) 363-9380

Facsimile: (814) 363-9334

with a copy (which shall not constitute notice) to:

Schulte Roth & Zabel LLP

919 Third Avenue

New York, New York 10022

Attention: Kirby Chin, Esq.

Telephone: (212) 756-2555

Facsimile: (212)593-5955

and to:

Cerberus Capital Management

875 Third Avenue

New York, New York 10022

Attention: Lisa Gray, Esq.

Telephone: (212) 284-7925

Facsimile: (212) 750-5212

16.7. Survival . The obligations of Loan Parties under Sections 2.2(f), 3.7, 3.8, 3.9, 4.19(h), and 16.5 and the obligations of Lenders under Section 14.7, shall survive termination of this Agreement and the Other Documents and payment in full of the Obligations.

16.8. Severability . If any part of this Agreement is contrary to, prohibited by, or deemed invalid under Applicable Laws, such provision shall be inapplicable and deemed omitted to the extent so contrary, prohibited or invalid, but the remainder hereof shall not be invalidated thereby and shall be given effect so far as possible.

16.9. Expenses . Except for taxes (other than Other Taxes) which shall be solely covered by Section 3.10, all reasonable and documented costs and expenses including reasonable

133

and documented attorneys’ fees (but subject to the number of counsel set forth in the paragraphs labeled “First” and “Third” in Section 11.6 of this Agreement) and disbursements incurred by Agent on its behalf or on behalf of Lenders (a) in all efforts made to enforce payment of any Obligation or effect collection of any Collateral or enforcement of this Agreement or any of the Other Documents, or (b) in connection with the entering into, modification, amendment and administration of this Agreement or any of the Other Documents or any consents or waivers hereunder or thereunder and all related agreements, documents and instruments, or (c) in instituting, maintaining, preserving, enforcing and foreclosing on Agent’s security interest in or Lien on any of the Collateral, or maintaining, preserving or enforcing any of Agent’s or any Lender’s rights hereunder or under any of the Other Documents and under all related agreements, documents and instruments, whether through judicial proceedings or otherwise, or (d) in defending or prosecuting any actions or proceedings arising out of or relating to Agent’s or any Lender’s transactions with any Borrower, any Guarantor or (e) in connection with any advice given to Agent or any Lender with respect to its rights and obligations under this Agreement or any of the Other Documents and all related agreements, documents and instruments, may be charged to Borrowers’ Account and shall be part of the Obligations.

16.10. Injunctive Relief . Each Loan Party recognizes that, in the event any Loan Party fails to perform, observe or discharge any of its obligations or liabilities under this Agreement, or threatens to fail to perform, observe or discharge such obligations or liabilities, any remedy at law may prove to be inadequate relief to Lenders; therefore, Agent, if Agent so requests, shall be entitled to temporary and permanent injunctive relief in any such case without the necessity of proving that actual damages are not an adequate remedy.

16.11. Consequential Damages . Neither Agent nor any Lender, nor any agent or attorney for any of them, shall be liable to any Borrower or any Guarantor (or any Affiliate of any such Person) for indirect, punitive, exemplary or consequential damages arising from any breach of contract, tort or other wrong relating to the establishment, administration or collection of the Obligations or as a result of any transaction contemplated under this Agreement or any Other Document.

16.12. Captions . The captions at various places in this Agreement are intended for convenience only and do not constitute and shall not be interpreted as part of this Agreement.

16.13. Counterparts; Facsimile Signatures . This Agreement may be executed in any number of and by different parties hereto on separate counterparts, all of which, when so executed, shall be deemed an original, but all such counterparts shall constitute one and the same agreement. Any signature delivered by a party by facsimile or electronic transmission shall be deemed to be an original signature hereto.

16.14. Construction . The parties acknowledge that each party and its counsel have reviewed this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any amendments, schedules or exhibits thereto.

16.15. Confidentiality; Sharing Information . Agent, each Lender and each Transferee shall hold all non-public information obtained by Agent, such Lender or such Transferee

134

pursuant to the requirements of this Agreement in accordance with Agent’s, such Lender’s and such Transferee’s customary procedures for handling confidential information of this nature; provided, however , Agent, each Lender and each Transferee may disclose such confidential information (a) on a confidential basis to its examiners, Affiliates, outside auditors, counsel and other professional advisors, (b) on a confidential basis to Agent, any Lender or to any prospective Transferees, and (c) as required or requested by any Governmental Body or representative thereof or pursuant to legal process; provided, further that (i) unless specifically prohibited by Applicable Law, Agent, each Lender and each Transferee shall use its reasonable best efforts prior to disclosure thereof, to notify the applicable Loan Party of the applicable request for disclosure of such non-public information (A) by a Governmental Body or representative thereof (other than any such request in connection with an examination of the financial condition of a Lender or a Transferee by such Governmental Body) or (B) pursuant to legal process and (ii) in no event shall Agent, any Lender or any Transferee be obligated to return any materials furnished by any Loan Party other than those documents and instruments in possession of Agent or any Lender in order to perfect its Lien on the Collateral once the Obligations have been paid in full and this Agreement has been terminated. Each Loan Party acknowledges that from time to time financial advisory, investment banking and other services may be offered or provided to such Loan Party or one or more of its Affiliates (in connection with this Agreement or otherwise) by any Lender or by one or more Subsidiaries or Affiliates of such Lender and each Loan Party hereby authorizes each Lender to share any information delivered to such Lender by such Loan Party and its Subsidiaries pursuant to this Agreement, or in connection with the decision of such Lender to enter into this Agreement, to any such Subsidiary or Affiliate of such Lender, it being understood that any such Subsidiary or Affiliate of any Lender receiving such information shall be bound by the provisions of this Section 16.15 as if it were a Lender hereunder. Such authorization shall survive the repayment of the other Obligations and the termination of this Agreement.

16.16. Publicity . Each Loan Party and each Lender hereby authorizes Agent, after Agent has received the prior written consent of the Borrowing Agent, to make appropriate announcements of the financial arrangement entered into among Loan Parties, Agent and Lenders, including announcements which are commonly known as tombstones, in such publications and to such selected parties as Agent shall in its sole and absolute discretion deem appropriate. No Lender may make any such announcement without the prior written consent of Agent and the Borrowing Agent, such consent to be given or withheld in Agent’s or Borrowing Agent’s sole and absolute discretion.

16.17. Certifications From Banks and Participants; USA PATRIOT Act .

(a) Each Lender or assignee or participant of a Lender that is not incorporated under the Laws of the United States of America or a state thereof (and is not excepted from the certification requirement contained in Section 313 of the USA PATRIOT Act and the applicable regulations because it is both (i) an affiliate of a depository institution or foreign bank that maintains a physical presence in the United States or foreign country, and (ii) subject to supervision by a banking authority regulating such affiliated depository institution or foreign bank) shall deliver to the Agent the certification, or, if applicable, recertification, certifying that such Lender is not a “shell” and certifying to other matters as required by Section 313 of the USA PATRIOT Act and the applicable regulations: (1) within ten (10) days after the Closing Date, and (2) as such other times as are required under the USA PATRIOT Act.

135

(b) The USA PATRIOT Act requires all financial institutions to obtain, verify and record certain information that identifies individuals or business entities which open an “account” with such financial institution. Consequently, Lender may from time to time request, and Loan Party shall provide to Lender, Loan Partie’s name, address, tax identification number and/or such other identifying information as shall be necessary for Lender to comply with the USA PATRIOT Act and any other Anti-Terrorism Law.

16.18. Anti-Terrorism Laws .

(a) Loan Party represents and warrants that (i) no Covered Entity is a Sanctioned Person and (ii) no Covered Entity, either in its own right or through any third party, (A) has any of its assets in a Sanctioned Country or in the possession, custody or control of a Sanctioned Person in violation of any Anti-Terrorism Law; (B) does business in or with, or derives any of its income from investments in or transactions with, any Sanctioned Country or Sanctioned Person in violation of any Anti-Terrorism Law; or (C) engages in any dealings or transactions prohibited by any Anti-Terrorism Law.

(b) Loan Party covenants and agrees that (i) no Covered Entity will become a Sanctioned Person, (ii) no Covered Entity, either in its own right or through any third party, will (A) have any of its assets in a Sanctioned Country or in the possession, custody or control of a Sanctioned Person in violation of any Anti-Terrorism Law; (B) do business in or with, or derive any of its income from investments in or transactions with, any Sanctioned Country or Sanctioned Person in violation of any Anti-Terrorism Law; (C) engage in any dealings or transactions prohibited by any Anti-Terrorism Law or (D) use the Advances to fund any operations in, finance any investments or activities in, or, make any payments to, a Sanctioned Country or Sanctioned Person in violation of any Anti-Terrorism Law, (iii) the funds used to repay the Obligations will not be derived from any unlawful activity, (iv) each Covered Entity shall comply with all Anti-Terrorism Laws and (v) the Loan Party shall promptly notify the Agent in writing upon the occurrence of a Reportable Compliance Event.

16.19. Acknowledgement of Prior Obligations and Continuation Thereof . Each Borrower and Guarantor hereby: (a) consents to the amendment and restatement of the Original Agreement by this Agreement; (b) acknowledges and agrees that (i) its obligations owing to the Agent and the Lenders, and (ii) the prior grant or grants of Liens in favor of Agent for the benefit of Lenders in its properties and assets, whether under the Original Agreement or under any Other Document to which it is a party, shall also be for the benefit of the Lenders and in respect of the Obligations of such Person under this Agreement and the Other Documents executed in connection herewith to which it is a party; (c) reaffirms (i) all of its obligations owing to Agent and/or the Lenders, and (ii) all prior grants of Liens in favor of Agent under the Original Agreement and each Other Document; (d) agrees that, except as expressly amended hereby or in a separate amendment thereto, each of the existing Other Documents to which it is a party is and shall remain in full force and effect and all references in any such Other Document to “the Credit Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Original Agreement shall mean the Original Agreement as amended and restated by this Agreement; and

136

(e) confirms and agrees that all outstanding principal, interest and fees and other Obligations under the Original Agreement outstanding immediately prior to the Closing Date shall, to the extent not paid on the Closing Date, from and after the Closing Date, be, without duplication, Obligations owing and payable pursuant to this Agreement and the Other Documents as in effect from time to time, shall accrue interest thereon or otherwise be chargeable, as specified in this Agreement, and shall be secured by this Agreement and the Other Documents.

16.20. Intercreditor Agreement . Notwithstanding anything herein to the contrary, the priority of the Liens granted to the Agent in the Collateral pursuant to this Agreement and the Other Documents and the exercise, after the occurrence and during the continuance of an Event of Default, of any right or remedy by the Agent or any Lender with respect to certain of the Collateral hereunder or under any Other Document are subject to the provisions of the Intercreditor Agreement. In the event of any direct and irreconcilable conflict between the terms of the Intercreditor Agreement and this Agreement with respect to (a) the priority of Liens granted to the Agent in the Collateral pursuant to this Agreement and the Other Documents or (b) the rights of the Agent or any Lender under this Agreement with respect to certain Collateral after the occurrence and during the continuance of an Event of Default, the terms of the Intercreditor Agreement shall govern and control. Any reference in this Agreement or any Other Document to “first priority lien” or words of similar effect in describing the Liens created hereunder or under any Other Document shall be understood to refer to such priority as set forth in the Intercreditor Agreement. Nothing in this Section 16.20 shall be construed to provide that any Borrower or Guarantor is a third party beneficiary of the provisions of the Intercreditor Agreement and each Borrower or Guarantor (x) agrees that, except as expressly otherwise provided in the Intercreditor Agreement, nothing in the Intercreditor Agreement is intended or shall impair the obligation of any Borrower or Guarantor to pay the obligations under this Agreement or any Other Document as and when the same become due and payable in accordance with their respective terms, or to affect the relative rights of the creditors of any Borrower or Guarantor, other than the Agent and the Lenders as between themselves and (y) if the Agent shall enforce its rights or remedies in violation of the terms of the Intercreditor Agreement, agrees that it shall not use such violation as a defense to any enforcement of remedies otherwise made in accordance with the terms of this Agreement and the Other Documents by the Agent or any Lender or assert such violation as a counterclaim or basis for set-off or recoupment against the Agent or any Lender and agrees to abide by the terms of this Agreement and to keep, observe and perform the several matters and things herein intended to be kept, observed and performed by it. In furtherance of the foregoing, notwithstanding anything to the contrary set forth herein, prior to the Payment In Full of the Term Loan Obligations (each term as defined in the Intercreditor Agreement) to the extent that any Borrower or Guarantor is required to (i) give physical possession over any Term Loan Priority Collateral to the Agent under this Agreement or the Other Documents, such requirement to give possession shall be satisfied if such Collateral is delivered to and held by the Term Loan Agent pursuant to the Intercreditor Agreement and (ii) take any other action with respect to the Collateral or any proceeds thereof, including delivery of such Collateral or proceeds thereof to the Agent, such action shall be deemed satisfied to the extent undertaken with respect to the Term Loan Agent.

137

16.21. Payoff of Term Loans, Release of KGH and Partial Release of Collateral .

(a) Effective upon receipt by PNC, in its capacity as the Agent under the Original Agreement, on the date hereof of the sum of $42,363,746.44 (the “Term Loan Repayment”), representing the aggregate amount of (x) $42,321,425.00 in principal outstanding as of the date hereof immediately prior to the effectiveness of this Agreement with respect to the Term Loan (as defined in the Original Agreement) (the “Existing Term Loan”) made available to Frac, Drilling, Frac ND, Keane TX and KGH in their capacities as the “Borrowers” under the Original Agreement (collectively, in such capacities, the “Existing Borrowers”) and (y) $42,321.44 in interest accrued and outstanding with respect to the Existing Term Loan as of the date hereof immediately prior to the effectiveness of this Agreement, the Existing Term Loan and all “Obligations” (as defined in the Original Credit Agreement) of the Existing Borrowers relating or arising solely with respect to the Existing Term Loan (the “Existing Term Loan Obligations”) shall be satisfied in full.

(b) Effective immediately and automatically (with the requirement of any further action by any Person) upon receipt by PNC, in its capacity as the Agent under the Original Agreement, of the Term Loan Repayment and the effectiveness of this Agreement:

(i) All indebtedness, liabilities and obligations of KGH in its capacity as an Existing Borrower of any kind or nature under the Original Credit Agreement and the “Other Documents” (as defined in the Original Agreement) (the “Existing Other Documents”) (expressly excluding any indemnification obligations under the Original Credit Agreement and the Existing Other Documents that expressly survive termination thereof) (collectively, the “ KGH Obligations ”) shall be deemed satisfied in full, terminated and released;

(ii) Any and all Liens of PNC, in its capacity as the Agent under the Original Agreement, of any kind or nature with respect to the “Collateral” (as defined in the Original Agreement) of KGH (collectively, the “KGH Collateral”) created pursuant to the Original Agreement or any Existing Other Document shall be released, terminated and cancelled;

(iii) Any and all Liens of PNC, in its capacity as the Agent under the Original Agreement, of any kind or nature with respect to (x) that portion of the “Collateral” (as defined in the Original Agreement) of Frac, Drilling, Frac ND, and Keane TX and (y) that portion of the “Collateral” (as defined in that certain Guaranty and Suretyship Agreement dated as of July 8, 2011 executed by Kean Frac GP in favor of Agent) of Keane Frac GP (collectively under such clauses (x) and (y) as to each of Frac, Drilling, Frac ND, Keane TX and Keane Frac GP, as applicable, the “ Existing Operating Borrower/GP Collateral ”) that does not constitute (as applicable) (A) Collateral (as defined herein) of Frac, Drilling, Frac ND, and Keane TX or (B) “Collateral” (as defined in that certain Amended and Restated Guaranty and Suretyship Agreement dated as of the date hereof executed by Kean Frac GP and Holdings in favor of Agent (the “ A&R Guaranty ”)) of Keane Frac GP (collectively under such clauses (A) and (B) as to each of Frac, Drilling, Frac ND, Keane TX and Keane Frac GP, as applicable, the “ Continuing Collateral ”; that portion of the Existing Operating Borrower/GP Collateral that does not constitute Continuing Collateral, collectively as to each of Frac, Drilling, Frac ND, Keane TX and Keane Frac GP, as applicable, the “ Released Collateral ”) shall be released, terminated and cancelled; provided that, nothing in paragraph (iii) or otherwise in this Agreement nor the A&R Guaranty shall be deemed or construed under any circumstances to release, terminate, cancel, impair, impact or affect in any way, or to impair, impact or affect in any way the perfection or priority of, or to constitute any novation of, any of the Liens granted to Agent in the Continuing Collateral by any of Frac, Drilling, Frac ND, Keane TX or Keane Frac GP.

138

(c) Nothing provided for in this Section 16.21 shall be interpreted under any circumstance to terminate the Original Agreement or any Existing Other Document (except for the release of KGH with respect to the KGH Obligations as provided for herein). Furthermore, nothing provided for in this Section 16.21 shall be interpreted under any circumstance to provide that receipt by PNC, in its capacity as the Agent under the Original Agreement, of the Term Loan Repayment shall satisfy any indebtedness, obligations or liabilities of the Existing Borrowers under the Original Agreement and Existing Other Documents other the Existing Term Loan Obligations, all of which such other indebtedness, obligations and liabilities shall continue without any novation as Obligations of the Borrowers under and as defined in this Credit Agreement, except to the extent any such other indebtedness, obligations and liabilities shall be paid in full in immediately available funds by Borrowers on the date hereof.

(d) Each of Frac, Drilling, Frac ND, and Keane TX, and KGH and Keane Frac GP by their acknowledgment signatures hereto purely for the purposes of this Section 16.21, acknowledges and agrees that it has no actual or potential claim or cause of action against PNC in any of its capacities under the Original Agreement and the Existing Other Documents, in any such case arising on or before the date hereof. As further consideration for the consents and amendments set forth herein, of Frac, Drilling, Frac ND, and Keane TX, and KGH and Keane Frac GP by their acknowledgment signatures hereto purely for the purposes of this Section 16.21, hereby waives and releases and forever discharges PNC, in all of its capacities under the Original Agreement and the Existing Other Documents, and the officers, directors, attorneys, agents and employees of PNC in such capacities, from any liability, damage, claim, loss or expense of any kind originating in whole or in part known to any of Frac, Drilling, Frac ND, Keane TX, KGH and/or Keane Frac GP on or before the date hereof that any of Frac, Drilling, Frac ND, Keane TX, KGH and/or Keane Frac GP may now have against PNC in any of its capacities under the Original Agreement and the Existing Other Documents arising out of or relating to the Existing Credit Agreement or any Existing Other Document.

[Signatures on next page]

139

Each of the parties has signed this Agreement as of the day and year first above written.


KEANE FRAC, LP

By:	Keane Frac GP, LLC, its General Partner

By:	KGH Intermediate Holdco II, LLC, its Managing Member

By:	KGH Intermediate Holdco I, LLC, its Managing Member

By:	Keane Group Holdings, LLC, its Managing Member

By:	/s/ GREGORY POWELL
	Name:	Gregory Powell
	Title:	Vice President and Chief Financial Officer

KS DRILLING, LLC

By:	KGH Intermediate Holdco II, LLC, its Managing Member

By:	KGH Intermediate Holdco I, LLC, its Managing Member

By:	Keane Group Holdings, LLC, its Managing Member

By:	/s/ GREGORY POWELL
	Name:	Gregory Powell
	Title:	Vice President and Chief Financial Officer


KEANE FRAC ND, LLC

By:	Keane Frac, LP, its Managing Member

By:	Keane Frac GP, LLC, its General Partner

By:	KGH Intermediate Holdco II, LLC, its Managing Member

By:	KGH Intermediate Holdco I, LLC, its Managing Member

By:	Keane Group Holdings, LLC, its Managing Member

By:	/s/ GREGORY POWELL
	Name:	Gregory Powell
	Title:	Vice President and Chief Financial Officer

KEANE FRAC TX, LLC

By:	Keane Frac, LP, its Managing Member

By:	Keane Frac GP, LLC, its General Partner

By:	KGH Intermediate Holdco II, LLC, its Managing Member

By:	KGH Intermediate Holdco I, LLC, its Managing Member

By:	Keane Group Holdings, LLC, its Managing Member

By:	/s/ GREGORY POWELL
	Name:	Gregory Powell
	Title:	Vice President and Chief Financial Officer


KGH INTERMEDIATE HOLDCO I, LLC

By:	Keane Group Holdings, LLC, its Managing Member

By:	/s/ GREGORY POWELL
	Name:	Gregory Powell
	Title:	Vice President and Chief Financial Officer

KGH INTERMEDIATE HOLDCO II, LLC

By:	Keane Group Holdings, LLC, its Managing Member

By:	/s/ GREGORY POWELL
	Name:	Gregory Powell
	Title:	Vice President and Chief Financial Officer


PNC BANK, NATIONAL ASSOCIATION, As sole Lender and as Agent

By:	/s/ EDWARD CHONKO
	Name:	Edward Chonko
	Title:	Vice President

340 Madison Avenue
New York, NY 10173

Commitment Percentage Revolver: 100%


ACCEPTED AND AGREED:

KEANE GROUP HOLDINGS, LLC

By:	/s/ GREGORY POWELL
	Name:	Gregory Powell
	Title:	Vice President and Chief Financial Officer

KEANE FRAC GP, LLC

By:	KGH Intermediate Holdco II, LLC, its Managing Member

By:	KGH Intermediate Holdco I, LLC, its Managing Member

By:	Keane Group Holdings, LLC, its Managing Member

By:	/s/ GREGORY POWELL
	Name:	Gregory Powell
	Title:	Vice President and Chief Financial Officer

EXHIBIT 1.2


PNC Business Credit Revolving Credit, Term Loan and Security Agreement Borrowing Base Certificate

Keane Group Holdings, Inc.	Certificate #	06/30/2014
	Period Ended	06/30/2014

To induce PNC Bank, National Association (“Agent”) to make a loan advance pursuant to the Revolving Credit, Term Loan and Security

Agreement dated as of as well as amendments between the undersigned and Lender, we hereby certify as of the above date, the following:


			From	To				Total			Keane Frac 06/21- 06/27			KS Drilling 06/21- 6/27			Keane Frac North Dakota 06/21-6/27			Keane Frac TX-UTFS 06/21-6/27			Keane Frac 06/27-6/30			Drill 06/27-6/30			Frac North Dakota 06/27-6/30			Keane TX 06/27- 6/30
		Previous Certificate AR Balance						$	30,531,137.60		$	15,007,564.86		$	1,773,554.03		$	6,163,400.26		$	7,586,618.45
Acc oun t s R e c e i v a b l e	1		06/21/14
	2	Gross Sales Since Last Certificate	06/21/14	06/27/14	+				8,864,298.51			4,070,452.74			413,019.03			70,654.43			1,104,525.43									3,205,646.88
	3	Collections Since Last Certificate	06/21/14	06/27/14	-				(5,417,315.56	)		(1,611,843.98	)					(35,362.86	)					(3,770,108.72	)
	4	Credits Since Last Certificate	06/21/14	06/27/14	-			$	0.00
	5	Other Adjustments	06/21/14	06/27/14	+/-			$	0.00
		a) Discounts	06/21/14	06/27/14	+/-			($	18,217.86	)														(18,217.86	)
	6	Non AR Collections	06/21/14	06/27/14	-			$	0.00			—			—

	7	Total AR Now Being Certified to Bank ( S um o f ^# 1 th r u ^# 6)						$	33,959,902.69		$	17,466,173.62		$	2,186,573.06		$	6,198,691.83		$	8,691,143.88		($	3,788,326.58	)	$	0.00		$	3,205,646.88
	8	Ineligible AR Per Attached			-				22,415.86			0.00			0.00			0.00			22,415.86			0.00			0.00			0.00			0.00

	9	Net Eligible AR ( ^# 7 - ^# 8)						$	33,937,486.83		$	17,466,173.62		$	2,186,573.06		$	6,198,691.83		$	8,668,728.02		($	3,788,326.58	)	$	0.00		$	3,205,646.88		$	0.00
	9A	Advance Rate							85	%		85	%		85	%		85	%		85	%		85	%		85	%		85	%		85	%

	10	Gross AR Availability						$	28,846,863.81		$	14,846,247.58		$	1,858,587.10		$	5,268,888.06		$	7,368,418.82		($	3,220,077.59	)	$	0.00		$	2,724,799.85		$	0.00


								Total			Keane Frac			Keane & Sons Drilling			Keane Frac ND			Keane Frac TX

I n v e n t o r y	11	Gross Inventory As Of		*6/30/14*					6,559,118.39			5,735,327.52			99,697.89			286,623.68			437,469.30
	12	Ineligible Inventory		*6/30/14*	-				(2,738,930.45	)		(2,526,911.29	)		(12,068.64	)		(130,334.52	)		(69,616.00	)

	13	Net Eligible Inventory ( ^# 11 - ^# 12 )							3,820,187.94			3,208,416.23			87,629.25			156,289.16			367,853.30
	14	Advance Rate							50.0	%		50.0	%		50.0	%		50.0	%		50.0	%

	17	Inventory Availability before Sublimit							1,910,093.97			1,604,208.12			43,814.63			78,144.58			183,926.65
	18	Inventory Sub limit				$	20,000,000.00

	19	A d j u s t ed I n v e n t o r y A v a il a b ili t y (M i n i m um o f ^# 17 o r ^# 18)							1,910,093.97


Collateral Reserves	20	Gross Combined Availability ( ^# 10 + ^# 19)						$	30,756,957.78
	21	Gross Loan Value ( ^# 20 - ^# 21 - ^# 22 )						$	30,756,957.78
	22	Revolver Limit				$	20,000,000.00
	23	Net Loan Value (M ini m um o f ^# 22 o r ^# 21)						$	20,000,000.00


Loans & Advances	24	Revolver Loan Balance Per Previous Certificate end 05/30						($	4,234,078.16	)
	25	Net Collections Since Last Certificate			-				(3,982,108.72	)		**** non AR Deposit of $212,000 on 6-27-2014
	26	Advance Requested			+				0.00												Internal Cap Lease-$212,000
	27	Misc. Loan Adjustment			+/-				4,324.00
	28	New Loan Balance ( S um o f ^# 25 th r u ^# 27)						($	8,211,862.88	)
	29	Purchase Card reserves						$	1,000,000.00
	30	Rent Reserves			+				0.00
	31	Revolver Loans & Reserves ( ^# 28 + ^# 2 9 + ^# 30)						($	7,211,862.88	)
	32	Term Loan ( if included in Rev o lver Li m it)			+				0.00
	33	Total Loans & Reserves ( ^# 30 + ^# 31)						($	7,211,862.88	)
	34	Loan Availability ( ^# 23 - ^# 32)						$	27,211,862.88
	35	Remaining Revolver Availability ( ^# 23 - ^# 30)				$	20,000,000.00
	36	Remaining Line Availability ( ^# 22 - ^# 32)				$	20,000,000.00

The undersigned hereby certifies that the above representations are true and correct and subject to all conditions of the Loan and Security Agreement.

We also represent that to the best of our knowledge, there does not exist a condition which may precipitate a default under the terms of the Loan and Security Agreement or any amendment thereto.

VP & CFO

7/15/2014

Authorized Signature, Title

Date

Greg Powell, CFO

Name of Authorized Signer

For Bank Use Only

Date of Advance

Amount

EXHIBIT 1.2(a)

COMPLIANCE CERTIFICATE

TO:	PNC BANK, NATIONAL ASSOCIATION , as Agent

The undersigned, as the [Chief Financial Officer] [Controller] of KGH INTERMEDIATE HOLDCO II, LLC, a limited liability company organized under the laws of the State of Delaware (the “ Borrowing Agent ”), certifies, in such capacity and not in his individual capacity, that, under the terms and conditions of that certain Amended and Restated Revolving Credit and Security Agreement dated as of August 8, 2014 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “ Credit Agreemen t ”), by and among KGH INTERMEDIATE HOLDCO I, LLC, a Delaware limited liability company (“ Holdco ”), the Borrowing Agent, KEANE FRAC, LP, a limited partnership organized under the laws of the Commonwealth of Pennsylvania (“ Frac ”), KS DRILLING, LLC, a limited liability company organized under the laws of the State of Delaware (“ Drilling ”), KEANE FRAC ND, LLC, a Delaware limited liability company (“ Frac ND ”), KEANE FRAC TX, LLC, a Delaware limited liability company (“ Keane Texas ”, together with the Borrowing Agent, Frac, Drilling, and Frac ND, collectively, the “ Borrowers ”, and each a “ Borrower ”), each other Person hereafter joined thereto as a borrower from time to time, the financial institutions which are now or which hereafter become a party thereto as lenders (collectively, together with their successors and assigns, the “ Lenders ”) and PNC Bank, National Association, as agent for the Lenders (in such capacity, together with its successors and assigns in such capacity (including any successor “Agent” appointed under the Credit Agreement), the “ Agent ”):

(1)

no Default or Event of Default has occurred and/or is continuing under the Credit Agreement [except as specified below under “Comments Regarding Exceptions”] [(if any Default or Event of Default exists, in the “Comments Regarding Exceptions” section below, specify the Default or Event of Default, its nature, when it occurred, whether it is continuing and the steps being taken by Borrowers with respect to such Default or Event of Default]. Without limiting the foregoing, the undersigned certifies that Borrowers are in compliance with the requirements or restrictions imposed by Sections [6.5,] ¹ 7.4, 7.5, 7.6, 7.7, 7.8 and 7.10, except as may be set forth below, and attached hereto (x) as [Schedule A are the applicable covenant calculations with respect to Section 6.5 which show such compliance (or non-compliance)] ² and (y) as Schedule B is a summary of the terms and conditions of any Transactions with Affiliates with respect to Section 7.10. (Capitalized terms used in this Certificate which are not defined herein shall have the meanings set forth in the Credit Agreement.) Nothing herein limits or modifies any of the terms or provisions of the Credit Agreement.

¹	Include only if a Covenant Trigger Event has occurred and is continuing.

²	Include only if a Covenant Trigger Event has occurred and is continuing.

Compliance status is indicated by circling Yes/No under “Complies” column.


[Financial Covenants	Required	Actual	Complies
Section 6.5(a) - Fixed Charge Coverage Ratio at least 1.00 to 1.00, of which $ in Compliance Coverage Amount was utilized, leaving a balance of $ in the Liquidity Account.] ³	1.00 to 1.00		Yes	No


Other Covenants	Complies
Section 7.4 — Investments	Yes	No
Section 7.5 — Loans	Yes	No
Section 7.7 — Distributions	Yes	No
Section 7.8 — Indebtedness	Yes	No
Section 7.10 — Transactions with Affiliates	Yes	No

Other than as listed in the Schedules to the Credit Agreement or as indicated on any Compliance Certificate previously delivered to Agent, Borrowers have only the following additional operating and other deposit accounts, securities accounts, commodities accounts, and other accounts at which any Borrower maintains funds or investments, at the following institutions: [ ][None].

The annual and quarterly financial statements of Borrowers and their Subsidiaries being delivered by Borrowers to Agent in connection with this Compliance Certificate comply with all the requirements of Section 9.7 and 9.8 of the Credit Agreement, are true, complete and correct in all material respects and fairly present the financial position of Borrowers and their Subsidiaries as of the date thereof and the results of operations for Borrowers and their Subsidiaries for the financial period(s) described therein then ended and have been prepared in accordance with GAAP applied on a basis consistent with prior practices and in reasonable detail [, subject to normal and recurring year end adjustments that individually and in the aggregate are not material to Borrowers’ business].

Comments Regarding Exceptions: .

Sincerely,

KGH INTERMEDIATE HOLDCO II, LLC, as Borrowing Agent

³	Include only if a Covenant Trigger Event has occurred and is continuing.

SCHEDULE A

SCHEDULE B

EXHIBIT 2.1(a)

AMENDED AND RESTATED NOTE

$30,000,000

August 8, 2014

FOR VALUE RECEIVED, KGH INTERMEDIATE HOLDCO II, LLC , a limited liability company organized under the laws of the State of Delaware (“ Intermediate Holdco II ”), KEANE FRAC, LP , a limited partnership organized under the laws of the Commonwealth of Pennsylvania (“ Frac ”), KS DRILLING, LLC , a limited liability company organized under the laws of the State of Delaware (“ Drilling ”), KEANE FRAC ND, LLC , a Delaware limited liability company (“ Frac ND ”), and KEANE FRAC TX, LLC , a Delaware limited liability company (“ Keane Texas ”, together with Intermediate Holdco II, Frac, Drilling, and Frac ND, collectively, the “ Borrowers ”, and each a “ Borrower ”), hereby promise, jointly and severally, to pay to PNC BANK, NATIONAL ASSOCIATION (“ PNC ”), or its registered assigns, at the Payment Office of Agent (as defined below) at the address set forth in the Credit Agreement referenced below or at such other place as Agent may from time to time designate to Borrowers in writing: (i) at the end of the Term and/or (ii) earlier as provided in the Credit Agreement, the principal sum of THIRTY MILLION DOLLARS ($30,000,000) or such greater or lesser sum which then represents PNC’s Commitment Percentage of the aggregate unpaid principal amount of all Revolving Advances made or extended to any Borrower by Lenders pursuant to Section 2.1(a) (or any other applicable provision) of the Credit Agreement, in lawful money of the United States of America in immediately available funds, together with interest on the principal hereunder remaining unpaid from time to time at the rate or rates from time to time in effect, as calculated as provided for in, and due and payable on the dates provided for under, the Credit Agreement.

THIS AMENDED AND RESTATED NOTE is executed and delivered under and pursuant to the terms of that certain Amended and Restated Revolving Credit and Security Agreement, dated as of August 8, 2014 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), by and among the Borrowers named herein, each other Person hereafter joined thereto as a borrower from time to time, the various financial institutions named therein or which hereafter become a party thereto as lenders (collectively, the “ Lenders ” and each individually, a “ Lender ”), and PNC, in its capacity as agent for the Lenders (in such capacity, together with its successors and assigns in such capacity (including any success “Agent” appointed under the Credit Agreement), the “ Agent ”) and in its capacity as a Lender. Capitalized terms used herein and not otherwise defined herein shall have the meanings provided in the Credit Agreement.

Borrowers hereby waive diligence, presentment, demand, protest and notice of any kind whatsoever as set forth in the Credit Agreement.

This Amended and Restated Note is one of the Notes referred to in the Credit Agreement, which among other things, contains provisions for the acceleration of the maturity hereof upon the happening of certain events, for optional and mandatory prepayments of the principal hereof prior to the maturity hereof and for the amendment or waiver of certain terms and conditions therein specified. Such provisions, and all other provisions of the Credit Agreement, are hereby incorporated by reference. This Amended and Restated Note is secured by certain Liens in the property and assets of the Borrowers granted by the Borrowers pursuant to the Credit Agreement and the Other Documents in favor of the Agent, for its benefit and for the ratable benefit of each Lender, Issuer and each other holder of the Obligations.

THIS AMENDED AND RESTATED NOTE, AND ALL MATTERS RELATING HERETO AND ARISING HEREFROM (WHETHER ARISING UNDER CONTRACT LAW, TORT LAW OR OTHERWISE), SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLIED TO CONTRACTS TO BE PERFORMED WHOLLY WITHIN THE STATE OF NEW YORK.

This Amended and Restated Note amends and restates, and replaces and supersedes, in its entirety that certain Amended and Restated Revolving Credit Note dated as of November 22, 2013 by certain of the Borrowers in favor of PNC Bank, National Association in the original principal amount of $20,000,000 (the “ Prior Note ”), but shall in no way extinguish, cancel or satisfy the Borrowers’ unconditional obligation to repay all indebtedness evidenced by the Prior Note or constitute a novation of the Prior Note or such indebtedness evidenced thereby. Nothing herein is intended to extinguish, cancel or impair the lien priority or effect of any security agreement, pledge agreement or mortgage securing any Borrower’s obligations hereunder and under any other document relating hereto.

[ Remainder of Page Intentionally Left Blank ]

IN WITNESS WHEREOF, the undersigned have executed this Amended and Restated Note the day and year first written above intending to be legally bound hereby.


KEANE FRAC, LP

By:	Keane Frac GP, LLC, its General Partner

By:	KGH Intermediate Holdco II, LLC, its
	Managing Member

By:	KGH Intermediate Holdco I, LLC, its
	Managing Member

By:	Keane Group Holdings, LLC, its Managing
	Member

By:
	Name:	Gregory Powell
	Title:	Vice President and Chief Financial Officer

KS DRILLING, LLC

By:	KGH Intermediate Holdco II, LLC, its
	Managing Member

By:	KGH Intermediate Holdco I, LLC, its
	Managing Member

By:	Keane Group Holdings, LLC, its Managing
	Member

By:
	Name:	Gregory Powell
	Title:	Vice President and Chief Financial Officer

[Signature Page to Amended and Restated Note - $30MM]


KEANE FRAC ND, LLC

By:		Keane Frac, LP, its Managing Member

By:		Keane Frac GP, LLC, its General Partner

By:		KGH Intermediate Holdco II, LLC, its Managing Member

By:		KGH Intermediate Holdco I, LLC, its Managing Member

By:		Keane Group Holdings, LLC, its Managing Member


By:
	Name:	Gregory Powell
	Title:	Vice President and Chief Financial Officer


KEANE FRAC TX, LLC

By:	Keane Frac, LP, its Managing Member

By:	Keane Frac GP, LLC, its General Partner

By:	KGH Intermediate Holdco II, LLC, its Managing Member

By:	KGH Intermediate Holdco I, LLC, its Managing Member

By:	Keane Group Holdings, LLC, its Managing Member

By:
	Name:	Gregory Powell
	Title:	Vice President and Chief Financial Officer

[Signature Page to Amended and Restated Note - $30MM]


KGH INTERMEDIATE HOLDCO II, LLC

By:	Keane Group Holdings, LLC, its Managing Member

By:
	Name:	Gregory Powell
	Title:	Vice President and Chief Financial Officer

[Signature Page to Amended and Restated Note - $30MM]

EXHIBIT 2.24

LENDER JOINDER AND ASSUMPTION AGREEMENT

This Lender Joinder and Assumption Agreement (the “Joinder”) is made as of [ , 20 ] (the “Effective Date”) by [ ], (the “New Commitment Provider”).

Background

Reference is made to that certain Amended and Restated Revolving Credit and Security Agreement dated as of August 8, 2014 (as may be amended, supplemented or otherwise modified from time to time in accordance with the terms thereof, the “ Agreement ”) by and among KGH INTERMEDIATE HOLDCO I, LLC , a Delaware limited liability company (“ Holdings ”), KGH INTERMEDIATE HOLDCO II, LLC , a Delaware limited liability company (“ Intermediate Holdco II ”), KEANE FRAC, LP , a Pennsylvania limited partnership (“ Frac ”), KS DRILLING, LLC , a Delaware limited liability company (“ Drilling ”), KEANE FRAC ND, LLC , a Delaware limited liability company (“ Frac ND ”), KEANE FRAC TX, LLC , a Delaware limited liability company (“ Keane Texas ”, together with Intermediate Holdco II, Frac, Drilling and Frac ND, collectively, the “ Borrowers ” and each a “ Borrower ”), the financial institutions which are now or which hereafter become a party hereto (collectively, the “ Lenders ” and each individually a “ Lender ”) and PNC BANK, NATIONAL ASSOCIATION (“ PNC ”), as agent for Lenders (PNC, in such capacity, the “ Agent” ). Capitalized terms defined in the Agreement are used herein as defined therein.

Agreement

In consideration of the Lenders’ permitting the New Commitment Provider to become a Lender under the Agreement, the New Commitment Provider agrees that effective as of the Effective Date it shall become, and shall be deemed to be, a Lender under the Agreement and each of the Other Documents and agrees that from the Effective Date and so long as the New Commitment Provider remains a party to the Agreement, such New Commitment Provider shall assume the obligations of a Lender under and perform, comply with and be bound by each of the provisions of the Agreement which are stated to apply to a Lender and shall be entitled to the benefits, rights and remedies set forth therein and in each of the Other Documents. The New Commitment Provider hereby acknowledges that it has heretofore received a true and correct copy of the Agreement (including any modifications thereof or supplements or waivers thereto) as in effect on the Effective Date and the executed original of its Note dated the Effective Date issued by the Borrowers under the Agreement in the face amount of $ .

The Commitment Amount of the New Commitment Provider and each of the other Lenders are as set forth on Exhibit A attached hereto.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the New Commitment Provider has duly executed and delivered this Joinder as of the Effective Date.


[NEW COMMITMENT PROVIDER]

By:
Name:
Title:

[ SIGNATURE PAGE TO LENDER JOINDER AND ASSUMPTION AGREEMENT]


ACKNOWLEDGED:

PNC BANK, NATIONAL ASSOCIATION, as Agent

By:
Name:
Title:

BORROWERS:

KGH INTERMEDIATE HOLDCO II, LLC KS DRILLING, LLC
KEANE FRAC, LP
KEANE FRAC ND, LLC
KEANE FRAC TX, LLC

By:

Name:

Title:

EXHIBIT A

COMMITMENT AMOUNTS

EXHIBIT 5.5(b)

Keane Group - Financial Projections (Exhibit 5.5(b))

Consolidated Financials

($ in thousands)

Income Statement


			2H 2014			FY 2014			FY 2015			FY 2016
Total Revenue			$	216,352.4		$	376,756.8		$	580,748.1		$	618,338.0

Gross Profit			$	38,093.7		$	74,191.5		$	135,556.9		$	151,973.0

Corporate G&A			$	9,371.6		$	18,586.7		$	23,229.9		$	23,694.5
Other Income/(Expense)				(279.2	)		77.9			—			—
Other, FX				—			(24.0	)		—			—

Adjusted EBITDA			$	28,443.0		$	55,658.8		$	112,327.0		$	128,278.5

Non-recurring adjustments			$	(2,333.7	)	$	(8,356.9	)	$	—		$	—

Reported EBITDA			$	26,109.3		$	47,301.9		$	112,327.0		$	128,278.5

Depreciation & Amortization			$	13,477.89					$	32,112.61		$	33,118.74
Amortization of Financing Fees				887.5						1,775.0			1,775.0
Interest Expense				6,929.1						13,220.9			13,158.4

EBT			$	4,814.8					$	65,218.4		$	80,226.3

Taxes	52.0	%		2,503.7						33,913.6			41,717.7

Net Income			$	2,311.1					$	31,304.9		$	38,508.6

Cash Flow

			2H 2014						FY 2015			FY 2016
Reported EBITDA			$	26,109.3					$	112,327.0		$	128,278.5
Less: Increase Working Capital				(207.0	)					7,121.0			(101.6	)
Less: Capital Expenditures				60,380.1						23,380.8			5,750.0
Less: Earn-Out				5,000.0						2,500.0			—
Less: Taxes				2,503.7						33,913.6			41,717.7
Less: Secured Notes Interest				6,835.2						12,931.3			13,045.9
Less: Revolver Interest				93.9						289.7			112.5

Levered Free Cash Flow - Before Debt Repayment			$	(48,496.6	)				$	32,190.7		$	67,753.9

Less: Secured Notes Mandatory Amortization				1,875.0						3,750.0			3,750.0
Less: Revolver Draw / (Paydown)				14,227.2						(14,227.2	)		—
Less: Mandatory Excess Cash Flow Sweep (Secured Notes)				—						—			—
Less: Voluntary Prepayment of Debt (Secured Notes)				—						—			—

Net Change in Cash			$	(36,144.4	)				$	14,213.5		$	64,003.9

Beginning Cash Balance			$	41,144.4					$	5,000.0		$	19,213.5
Net Change in Cash				(36,144.4	)					14,213.5			64,003.9

Ending Cash Balance			$	5,000.0					$	19,213.5		$	83,217.4

Page 1 of 2

Keane Group - Financial Projections (Exhibit 5.5(b))

Consolidated Financials


Capitalization Summary

							PF Close			FY 2014			FY 2015			FY 2016
Cash							$	41,144.4		$	5,000.0		$	19,213.5		$	83,217.4

Revolver								—			14,227.2			—			—
Secured Notes								150,000.0			148,125.0			144,375.0			140,625.0

Earnout								7,500.0			2,500.0			—			—

Total Debt							$	157,500.0		$	164,852.2		$	144,375.0		$	140,625.0
Net Debt							$	116,355.6		$	159,852.2		$	125,161.5		$	57,407.6

LTM EBITDA (1)							$	52,231.4		$	55,658.8		$	112,327.0		$	128,278.5

(1) PF 6/30/14E Adj. EBITDA reflects Q1 2014A Run-Rate (annualized figure)

Liquidity Summary

							2H 2014			FY 2014			FY 2015			FY 2016
Accounts Receivable		85.0	%				$	35,275.0		$	35,275.0		$	46,138.8		$	46,078.9

Inventory		60.0	%					6,933.59			6,933.6			9,069.0			9,057.2

Borrowing Base Calculation							$	42,208.6		$	42,208.6		$	55,207.8		$	55,136.1

Borrowing Base							$	30,000.0		$	30,000.0		$	30,000.0		$	30,000.0
Less: Revolver Draw								14,227.2			14,227.2			—			—
Plus: Cash								5,000.0			5,000.0			19,213.5			83,217.4
Plus: Delayed Draw Secured Notes (unfunded amount)								50,000.0			50,000.0			—			—

Total Liquidity							$	70,772.8		$	70,772.8		$	49,213.5		$	113,217.4

Debt Schedule

Revolver	Commitment						2H 2014						FY 2015			FY 2016
Beginning of Period Unused Amount	$	30,000.0					$	30,000.0					$	15,772.8		$	30,000.0


Beginning Balance							$	—					$	14,227.2		$	—
Draw / Paydown								14,227.2						(14,227.2	)		—

Ending Balance				$	—		$	14,227.2					$	—		$	—

Revolver Cash Interest		L+2.25	%				$	44.3					$	203.8		$	—

Unused Fee		0.375	%				$	49.6					$	85.8		$	112.5


Secured Notes
Beginning Balance							$	150,000.0					$	148,125.0		$	144,375.0
Less: Scheduled Amortization		2.50	%					1,875.0						3,750.0			3,750.0

Less: Mandatory Excess Cash Flow Sweep (1)		N/A						—						—			—

Less: Voluntary Repayment of Debt								—						—			—

Ending Balance				$	150,000.0		$	148,125.0					$	144,375.0		$	140,625.0

Secured Notes Cash Interest		L+7.50	%				$	6,335.2					$	12,431.3		$	13,045.9

Unused Fee (2)		2.00	%				$	500.0					$	500.0		$	—

Excess Cash Flow Sweep Stepdown Thresholds (1)		50.00	%		2.0	x		0.00	%					0.00	%		0.00	%
		25.00	%		1.5	x
		0.00	%


(1) Excess cash flow sweep calculated as 50% of Excess Cash Flow if the Leverage Ratio is greater than 2.0x, 25% of Excess Cash Flow if the Leverage Ratio is less than or equal to 2.0x and greater than 1.5x, and 0% of Excess Cash Flow if the Leverage Ratio is less than or equal to 1.5x. (2) Delayed Draw Unused Fee applicable for 12 months post-closing. Working Capital
							2H 2014			FY 2014			FY 2015			FY 2016
Total Current Assets							$	63,162.8		$	63,162.8		$	82,615.4		$	82,691.4
Total Current Liabilities								48,677.7			48,677.7			61,009.2			61,186.8

Net Working Capital							$	14,485.1		$	14,485.1		$	21,606.2		$	21,504.6
Change in Working Capital								(207.0	)		(207.0	)		7,121.0			(101.6	)

Page 2 of 2

EXHIBIT 8.1(g)

FINANCIAL CONDITION CERTIFICATE

This FINANCIAL CONDITION CERTIFICATE is given as of August 8, 2014 in connection with that certain Amended and Restated Revolving Credit and Security Agreement of even date herewith (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “ Credit Agreemen t ”), by and among KGH INTERMEDIATE HOLDCO I, LLC, a limited liability company organize under the laws of the State of Delaware (“ Holdings ”), KGH INTERMEDIATE HOLDCO II, LLC, a limited liability company organized under the laws of the State of Delaware (“ Intermediate Holdco II ”), KEANE FRAC, LP, a limited partnership organized under the laws of the Commonwealth of Pennsylvania (“ Frac ”), KS DRILLING, LLC, a limited liability company organized under the laws of the State of Delaware (“ Drilling ”), KEANE FRAC ND, LLC, a limited liability company organized under the laws of the State of Delaware (“ Frac ND ”), KEANE FRAC TX, LLC, a limited liability company organized under the laws of the State of Delaware (“ Keane Texas ” together with Intermediate Holdco II, Frac, Drilling and Frac ND, collectively, the “ Borrowers ”, and each a “ Borrower ”), each other Person hereafter joined thereto as a borrower from time to time, the financial institutions which are now or which hereafter become a party thereto as lenders (collectively, together with their successors and assigns, the “ Lenders ”) and PNC Bank, National Association, as agent for the Lenders (in such capacity, together with its successors and assigns in such capacity (including any success “Agent” appointed under the Credit Agreement), the “ Agent ”). Capitalized terms used but not defined herein shall have the respective meanings given thereto in the Credit Agreement.

Pursuant to Section 8.1(g) of the Credit Agreement and the Other Documents, I hereby certify as of the date hereof that I am the duly appointed, qualified and acting Chief Financial Officer of each Borrower, and that, in such capacity and not in my individual capacity, I hereby conclude to my knowledge that:

1. The execution and delivery of the Credit Agreement and each of the Other Documents and the granting of any security interests or liens pursuant to the Credit Agreement and any of the Other Documents by Borrowers will not render the Borrowers, taken as a whole, insolvent. I understand that, in this context, “insolvent” with respect to the Borrower means that the fair present saleable value of Borrowers’ assets, calculated as a going concern basis, are less than the amount of their liabilities.

2. I conclude that the execution and delivery of the Credit Agreement and each of the Other Documents and the granting of the security interests and liens pursuant to the Credit Agreement and any of the Other Documents by Borrowers will not leave any Borrower with property remaining in its hands which would constitute unreasonably small capital for such Borrower’s business. In reaching this conclusion, I understand that “unreasonably small capital” depends upon the nature of each Borrower’s’ business as presently conducted, and I have reached my conclusion based on the actual and reasonably anticipated needs for capital of the business anticipated to be conducted by such Borrower and consistent with the Projections and other information described herein.

3. I conclude that no Borrower will likely incur debts beyond its ability to pay as such debts mature. This conclusion is based, in part, upon my review of the Projections, which project that each Borrower will have positive cash flow after paying all of its scheduled and anticipated

indebtedness as it matures; provided that such Projections are not to be viewed as facts and the actual results during the period or periods covered thereby may differ from such projections and the differences may be material. I have concluded that the realization from each Borrower’s assets in the ordinary and usual course of business will be sufficient to pay its recurring current debt, short term debt, and the current portion of long term debt as such debts require.

4. Borrowers have not executed the Credit Agreement or any of the Other Documents or made any transfer or incurred any obligations thereunder with actual intent to hinder, delay, or defraud either present or future creditors.

I understand that the Agent and the Lenders are relying on the truth and accuracy of the foregoing in connection with the extensions of credit under the Credit Agreement and that no one else shall be entitled to rely on this Certificate. Unless the context of this Certificate clearly requires otherwise, the term “or” includes the inclusive meaning represented by the phrase “and/or.”

[SIGNATURE TO FOLLOW ON SEPARATE PAGE]

I hereby represent and certify, in my capacity as set forth below for each Borrower that the foregoing information is true and correct and I execute this certificate as of the date first set forth above.


KEANE FRAC, LP

By:	Keane Frac GP, LLC, its General Partner

By:	KGH Intermediate Holdco II, LLC, its
	Managing Member

By:	KGH Intermediate Holdco I, LLC, its
	Managing Member

By:	Keane Group Holdings, LLC, its Managing
	Member

By:
	Name:	Gregory Powell
	Title:	Vice President and Chief Financial
		Officer

KS DRILLING, LLC

By:	KGH Intermediate Holdco II, LLC, its
	Managing Member

By:	KGH Intermediate Holdco I, LLC, its
	Managing Member

By:	Keane Group Holdings, LLC, its Managing
	Member

By:
	Name:	Gregory Powell
	Title:	Vice President and Chief Financial
		Officer

[Signature Page to Financial Condition Certificate]


KEANE FRAC ND, LLC

By:	Keane Frac, LP, its Managing Member

By:	Keane Frac GP, LLC, its General Partner

By:	KGH Intermediate Holdco II, LLC, its
	Managing Member

By:	KGH Intermediate Holdco I, LLC, its
	Managing Member

By:	Keane Group Holdings, LLC, its Managing
	Member

By:
	Name:	Gregory Powell
	Title:	Vice President and Chief Financial
		Officer

KEANE FRAC TX, LLC

By:	Keane Frac, LP, its Managing Member

By:	Keane Frac GP, LLC, its General Partner

By:	KGH Intermediate Holdco II, LLC, its
	Managing Member

By:	KGH Intermediate Holdco I, LLC, its
	Managing Member

By:	Keane Group Holdings, LLC, its Managing
	Member

By:
	Name:	Gregory Powell
	Title:	Vice President and Chief Financial
		Officer

[Signature Page to Financial Condition Certificate]


KGH INTERMEDIATE HOLDCO II, LLC

By:	Keane Group Holdings, LLC, its Managing
	Member

By:
	Name:	Gregory Powell
	Title:	Vice President and Chief Financial
		Officer

[Signature Page to Financial Condition Certificate]

EXHIBIT 16.3

FORM OF COMMITMENT TRANSFER SUPPLEMENT

COMMITMENT TRANSFER SUPPLEMENT, dated as of [ ,20 ], by [ ] (the “ Transferor Lender ”), KEANE GROUP HOLDINGS, LLC (the “Borrowing Agent”), [ ] (the “ Purchasing Lender ”), and PNC Bank, National Association, as agent for the Lenders under the Amended and Restated Revolving Credit and Security Agreement described below (in such capacity, the “ Agent ”).

W I T N E S S E T H

WHEREAS, this Commitment Transfer Supplement is being executed and delivered in accordance with Section 16.3 of that certain Amended and Restated Revolving Credit and Security Agreement dated as of August 8, 2014 (as may be amended, supplemented or otherwise modified from time to time in accordance with the terms thereof, the “ Credit Agreement ”) by and among KGH INTERMEDIATE HOLDCO I, LLC , a Delaware limited liability company (“ Holdings ”), KGH INTERMEDIATE HOLDCO II, LLC, a Delaware limited liability company (“ Intermediate Holdco II ”), KEANE FRAC, LP , a Pennsylvania limited partnership (“ Frac ”), KS DRILLING, LLC , a Delaware limited liability company (“ Drilling ”), KEANE FRAC ND, LLC , a Delaware limited liability company (“ Frac ND ”), KEANE FRAC TX, LLC , a Delaware limited liability company (“ Keane Texas ”, together with Intermediate Holdco II, Frac, Drilling and Frac ND, collectively, the “ Borrowers ” and each a “ Borrower ”), the financial institutions which are now or which hereafter become a party thereto (collectively, the “ Lenders ”) and the Agent;

WHEREAS, Purchasing Lender wishes to become a Lender party to the Credit Agreement; and

WHEREAS, the Transferor Lender is selling and assigning to Purchasing Lender rights, obligations and commitments under the Credit Agreement.

NOW, THEREFORE, the parties hereto hereby agree as follows:

All capitalized terms used herein which are not defined shall have the meanings given to them in the Credit Agreement.

Upon receipt by the Agent of four (4) counterparts of this Commitment Transfer Supplement, to each of which is attached a fully completed Schedule I , and each of which has been executed by the Transferor Lender, the Purchasing Lender, Agent and, to the extent required by the Credit Agreement, the Borrowing Agent, Agent will transmit to Transferor Lender and Purchasing Lender a Transfer Effective Notice, substantially in the form of Schedule II to this Commitment Transfer Supplement (a “ Transfer Effective Notice ”). Such Transfer Effective Notice shall set forth, inter alia , the date on which the transfer effected by this Commitment Transfer Supplement shall become effective (the “ Transfer Effective Date ”), which date unless otherwise noted therein, shall not be earlier than the first Business Day following the

date such Transfer Effective Notice is received. From and after the Transfer Effective Date, Purchasing Lender shall be a Lender party to the Credit Agreement for all purposes thereof.

At or before 12:00 Noon (Philadelphia time) on the Transfer Effective Date, Purchasing Lender shall pay to Transferor Lender, in immediately available funds, an amount equal to the purchase price, as agreed between Transferor Lender and such Purchasing Lender (the “ Purchase Price ”), of the portion of the Advances being purchased by such Purchasing Lender (such Purchasing Lender’s “ Purchased Percentage ”) of the outstanding Advances and other amounts owing to the Transferor Lender under the Credit Agreement and the Note(s) of Transferor Lender. Effective upon receipt by Transferor Lender of the Purchase Price from a Purchasing Lender, Transferor Lender hereby irrevocably sells, assigns and transfers to such Purchasing Lender, without recourse, representation or warranty, and Purchasing Lender hereby irrevocably purchases, takes and assumes from Transferor Lender, such Purchasing Lender’s Purchased Percentage of the Advances and other amounts owing to the Transferor Lender under the Credit Agreement and such Note(s) together with all instruments, documents and collateral security pertaining thereto.

Transferor Lender has made arrangements with Purchasing Lender with respect to (i) the portion, if any, to be paid, and the date or dates for payment, by Transferor Lender to such Purchasing Lender of any fees heretofore received by Transferor Lender pursuant to the Credit Agreement prior to the Transfer Effective Date and (ii) the portion, if any, to be paid, and the date or dates of payment, by such Purchasing Lender to Transferor Lender of fees or interest received by such Purchasing Lender pursuant to the Credit Agreement from and after the Transfer Effective Date.

All principal payments that would otherwise be payable from and after the Transfer Effective Date to or for the account of Transferor Lender pursuant to the Credit Agreement and the Note(s) of Transferor Lender shall, instead, be payable to or for the account of Transferor Lender and Purchasing Lender, as the case may be, in accordance with their respective interests as reflected in this Commitment Transfer Supplement.

All interest, fees and other amounts that would otherwise accrue for the account of Transferor Lender from and after the Transfer Effective Date pursuant to the Credit Agreement and the Note(s) of Transferor Lender shall, instead, accrue for the account of, and be payable to, Transferor Lender and Purchasing Lender, as the case may be, in accordance with their respective interests as reflected in this Commitment Transfer Supplement. In the event that any amount of interest, fees or other amounts accruing prior to the Transfer Effective Date was included in the Purchase Price paid by any Purchasing Lender, Transferor Lender and Purchasing Lender will make appropriate arrangements for payment by Transferor Lender to such Purchasing Lender of such amount upon receipt thereof from Borrower.

Concurrently with the execution and delivery hereof, Transferor Lender will provide to Purchasing Lender conformed copies of the Credit Agreement and all related documents delivered to Transferor Lender.

Each of the parties to this Commitment Transfer Supplement agrees that at any time and from time to time upon the written request of any other party, it will execute and deliver such further documents and do such further acts and things as such other party may reasonably request in order to effect the purposes of this Commitment Transfer Supplement.

By executing and delivering this Commitment Transfer Supplement, Transferor Lender and Purchasing Lender confirm to and agree with each other and Agent and Lenders as follows: (i) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned hereby free and clear of any adverse claim, Transferor Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement, the Note(s) of Transferor Lender or any other instrument or document furnished pursuant thereto; (ii) Transferor Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of Borrowers or the performance or observance by Borrowers of any of the Obligations under the Credit Agreement, the Note(s) or any other instrument or document furnished pursuant hereto; (iii) Purchasing Lender confirms that it has received a copy of the Credit Agreement, together with copies of such financial statements and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Commitment Transfer Supplement; (iv) Purchasing Lender will, independently and without reliance upon Agent, Transferor Lender or any other Lenders and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (v) Purchasing Lender appoints and authorizes Agent on its behalf to take such action as agent and to exercise such powers under the Credit Agreement and Other Documents as are delegated to the Agent by the terms thereof; (vi) Purchasing Lender agrees that it will perform all of its respective obligations as set forth in the Credit Agreement and Other Documents to be performed by each as a Lender; and (vii) Purchasing Lender represents and warrants to Transferor Lender, Lenders, Agent and Borrower that it is either (x) entitled to the benefits of an income tax treaty with the United States of America that provides for an exemption from the United States withholding tax on interest and other payments made by Borrower under the Credit Agreement and Other Documents or (y) is engaged in trade or business within the United States of America.

Schedule I hereto sets forth the revised Commitment Percentage of Transferor Lender and the Commitment Percentage of Purchasing Lender as well as administrative information with respect to Purchasing Lender.

This Commitment Transfer Supplement shall be governed by, and construed in accordance with, the laws of the State of New York.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have caused this Commitment Transfer Supplement to be executed by their respective duly authorized officers on the date set forth above.


[ ]
as Transferor Lender

By:
Name:
Title:

[ ]
as Purchasing Lender

By:
Name:
Title:

PNC BANK, NATIONAL ASSOCIATION , as Agent

By:
Name:
Title:

KGH INTERMEDIATE HOLDCO II, LLC

By:
Name:
Title:

Signature Page To Commitment Transfer Supplement

SCHEDULE I TO COMMITMENT TRANSFER SUPPLEMENT

LIST OF OFFICES, ADDRESSES FOR NOTICES AND COMMITMENT AMOUNTS


[ ] (“Transferor Lender”)	Pre-Transfer Commitment Percentage of Transferor Lender		[	]%

	Pre-Transfer Outstanding Revolving Advances of Transferor Lender	$	[	]

	Pre-Transfer Outstanding Letter of Credit Participations of Transferor Lender	$	[	]

	Post-Transfer Commitment Percentage of Transferor Lender		[	]%

	Post-Transfer Outstanding Revolving Advances of Transferor Lender	$	[	]

	Post-Transfer Outstanding Letter of Credit Participations of Lender Transferor	$	[	]

[ ] (“Purchasing Lender”)	Post-Transfer Commitment Percentage of Transferee Lender		[	]%

	Post-Transfer Outstanding Revolving Advances of Transferee Lender	$	[	]

	Post-Transfer Outstanding Letter of Credit Participations of Transferee Lender	$	[	]

Address for Notices for Purchasing Lender :

[ ]

Telephone: [ ]

Facsimile: [ ]

Requested Transfer Effective Date:

SCHEDULE II TO COMMITMENT TRANSFER SUPPLEMENT

Transfer Effective Notice

To:	[ ] , as Transferor

Lender, and

[ ] , as Purchasing Lender:

The undersigned, as Agent (as defined below) under that certain Amended and Restated Revolving Credit and Security Agreement dated as of August 8, 2014 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), by and among KGH INTERMEDIATE HOLDCO I, LLC, a Delaware limited liability company (“ Holdings ”), KGH INTERMEDIATE HOLDCO II, LLC, a Delaware limited liability company (“ Intermediate Holdco II ”), KEANE FRAC, LP, a Pennsylvania limited partnership (“ Frac ”), KS DRILLING, LLC, a Delaware limited liability company (“ Drilling ”), , KEANE FRAC ND, LLC, a Delaware limited liability company (“ Frac ND ”), KEANE FRAC TX, LLC, a Delaware limited liability company (“ Keane Texas ”, together with Intermediate Holdco II, Frac, Drilling and Frac ND, collectively, the “ Borrowers ” and each a “ Borrower ”), the financial institutions which are now or which hereafter become a party thereto (collectively, the “ Lenders ”) and the undersigned, as agent for the Lenders (the undersigned, in such capacity, together with its successors and assigns in such capacity (including any successor “Agent(s)” appointed under the Credit Agreement, “ Agent ”), acknowledges receipt of four (4) executed counterparts of a completed Commitment Transfer Supplement dated as of [ ] between Transferor Lender and Purchasing Lender (the “ Commitment Transfer Supplement ”). Terms defined in such Commitment Transfer Supplement are used herein as therein defined.

Agent hereby consents to the sale and transfer by Transferor Lender to Purchasing Lender, and the purchase and acquisition by Purchasing Lender from Transferor Lender, of the Transferred Interests as described in the Commitment Transfer Supplement.

Pursuant to such Commitment Transfer Supplement, you are advised that the Transfer Effective Date will be [ ] .


PNC BANK, NATIONAL ASSOCIATION, as Agent

By:
Name:
Title:

EXHIBIT 10.2

EXECUTION VERSION

FIRST AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT

FIRST AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT, dated as of December 22, 2014 (the “ Amendment ”), made by and among KGH INTERMEDIATE HOLDCO I, LLC, a Delaware limited liability company (“ Holdings ”), KGH INTERMEDIATE HOLDCO II, LLC, a Delaware limited liability company (“ Intermediate Holdco II ” or a “ Borrower ”), KEANE FRAC, LP, a Pennsylvania limited partnership (“ Frac ” or a “ Borrower ”), KS DRILLING LLC, a Delaware limited liability company (“ Drilling ” or a “ Borrower ”), KEANE FRAC ND, LLC, a Delaware limited liability company (“ Frac ND ” or a “ Borrower ”), KEANE FRAC TX, LLC, a Delaware limited liability company (“ Keane Texas ” or a “ Borrower ”), each Person joined hereto as a borrower from time to time (each a “ Borrower ” and together with Intermediate Holdco I, Frac, Drilling, Frac ND and Keane Texas collectively, the “ Borrowers ”), the financial institutions which are now or which hereafter become a party hereto (collectively, the “ Lenders ” and each individually a “ Lender ”) and PNC BANK, NATIONAL ASSOCIATION (“ PNC ”), as agent for Lenders (PNC, in such capacity, the “ Agent ”), and acknowledged by KEANE FRAC GP, LLC , a Delaware limited liability company (“ Keane Frac GP ”) in its capacity as a Guarantor.

BACKGROUND

A. Intermediate Holdco I, Frac, Drilling, Frac ND and Keane Texas, each as a Borrower, Holdings, Agent and Lenders are parties to that certain Amended and Restated Revolving Credit and Security Agreement dated August 8, 2014 (as it may heretofore have been and may hereafter be amended, supplemented, modified, restated and replaced from time to time, the “ Credit Agreement ”), pursuant to which Agent and Lenders established certain financing arrangements in favor of the Borrowers. The Credit Agreement, and all instruments, documents and agreements executed in connection therewith or related thereto, including all Other Documents (each as heretofore and hereafter amended, supplemented, modified, restated and replaced from time to time), are referred to herein collectively as the “ Credit Documents .” All capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Credit Agreement.

B. The Borrowers have requested that Lenders permit certain modifications to the covenants restricting inter-Affilate activities and restricting the activities and assets of Keane Group Holdings, LLC, a Delaware limited liability company (“ KGH ”), in order to allow KGH to incur certain Indebtedness and hold the cash proceeds thereof and/or accept certain cash contributions and hold the cash proceeds thereof and use such cash proceeds of such Indebtedness or equity contributions to make, as lender, certain Qualified Subordinated Indebtedness available from time to time to one or more Loan Part(ies), as borrower(s), and for KGH to continue to hold such any such Qualified Subordinated Indebtedness as an asset of KGH and receive payments thereon, and Agent and Lenders have agreed to such requests, on the terms and conditions, including certain amendments and modifications to the terms of the Credit Agreement, more fully set forth herein.

C. NOW THEREFORE, with the foregoing background hereinafter deemed incorporated by reference herein and made part hereof, the parties hereto, intending to be legally bound, promise and agree as follows:

1. Section One . Amendments to Credit Agreement . Effective upon and as of the satisfaction of the conditions set forth in Section 3 hereof,

(a) Affiliate Transactions . Section 7.10 of the Credit Agreement is hereby amended by renumbering subclause (f) of such Section 7.10 of the Credit Agreement as subclause (g) and inserting and adding a new subclause (f) immediately after the end of subclause (e) to read as follows:

, (f) Qualified Subordinated Indebtedness advanced by and owing to KGH to any one or more Loan Parties from time to time, and payment in respect thereof from any one or more Loan Parties to KGH in accordance with the terms of the Subordinated Loan Documentation for such Qualified Subordinated Indebtedness (to the extent such Subordinated Loan Documentation complies with the requirements of clause (c) of the definition of “Permitted Indebtedness”), all as and to the extent permitted by Sections 7.8 and 7.21(b)(A)(vii) hereof (if applicable),

(b) Covenants regarding Holdings . Section 7.21(b) of the Credit Agreement is hereby amended by renumbering subclause (A)(viii) [incorrectly shown in the Credit Agreement as the second subclause (A)((vi)] of such Section 7.21(b) of the Credit Agreement as subclause (A)(ix) and inserting and adding a new subclause (A)(viii) immediately after the end of subclause (A)(vii) to read as follows:

; (viii) (x) the holding of cash or cash equivalents in an aggregate amount not to exceed $20,000,000, plus any accrued interest thereon, funded by one or more of its direct or indirect members as equity and/or Indebtedness; provided , that, to the extent funded as Indebtedness, notwithstanding anything contained in Section 7.7, none of the Loan Parties may make any cash distribution to KGH to fund the payment of any principal, interest, fees or other amounts owing in respect of such Indebtedness, and (y) from time to time, the making of any loans to the extent constituting Qualified Subordinated Indebtedness to any Loan Party, with such cash or cash equivalents, and continued holding of such loans as assets of KGH and receipt from any Loan Party of cash payments in respect of any such Qualified Subordinated Indebtedness in accordance with the terms of the Subordinated Loan Documentation for such Qualified Subordinated Indebtedness (to the extent such Subordinated Loan Documentation complies with the requirements of clause (c) of the definition of “Permitted Indebtedness”);

2. Section Two . Representations and Warranties . Each Borrower hereby:

(a) reaffirms all representations and warranties made to Agent and Lenders by any Loan Party under the Credit Documents and/or contained in any certificate, document or financial or other statement furnished at any time under or in connection with the Credit Documents and any related agreements to which it is a party, and each of the representations and warranties contained in any certificate, document or financial or other statement furnished at any time under or in connection with the Credit Documents or any related agreement, and confirms that all such representations and warranties true and correct in all material respects (except to the extent any such representation or warranty is already qualified as to materiality, Material Adverse Effect or similar language, in which case each such representation or warranty (after giving effect to any qualification therein) shall be true and correct in all respects) on and as of the date hereof (it being understood and agreed that any representation or warranty which by its terms expressly relates to an earlier date shall be required to be true and correct in all material respects as of such earlier date);

(b) reaffirms all of the covenants contained in the Credit Agreement and covenants to abide thereby until all Advances, Obligations and other liabilities of Loan Parties to Agent and Lenders, of whatever nature and whenever incurred, are satisfied and/or released by Agent and Lenders;

(c) represents and warrants that no Default or Event of Default has occurred and is continuing under the Credit Agreement or any of the Other Documents; and

(d) represents and warrants that (i) each Loan Party has full power, authority and legal right to enter into this Amendment and the other Amendment Documents (as defined below) and to perform all its respective Obligations under the Credit Documents as amended hereby and thereby, (ii) this Amendment and all other agreements, instruments or other documents required hereby, if any (collectively, the “ Amendment Documents ”), have been duly executed and delivered by each Loan Party, and this Amendment and the Credit Documents as amended hereby and by the other Amendment Documents constitute the legal, valid and binding obligation of such Loan Party enforceable in accordance with their terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generally, (iii) the execution, delivery and performance of this Amendment and the other Amendment Documents (a) are within such each Loan Party’s powers under its Organization Documents, have been duly authorized by all necessary corporate, limited partnership, company or other organizational action, as applicable, are not in contravention of law or the terms of such Loan Party’s Organization Documents or to the conduct of such Loan Party’s business or of any material agreement or undertaking to which such Loan Party is a party or by which such Loan Party is bound, (b) will not conflict in any material respect with or violate any law or regulation, or any judgment, order or decree of any Governmental Body, (c) will not require the Consent of any Governmental Body, any party to a Material Contract or any other Person, except those Consents set forth on Schedule 5.1 to the Credit Agreement, all of which will have been duly obtained, made or compiled prior to the Closing Date and which are in full force and effect or the failure of which to obtain would not reasonably be expected to result in a Material Adverse Effect, and (d) will not conflict with, nor result in any breach in any of the provisions of or constitute a default under or result in the creation of any Lien except Permitted Encumbrances upon any asset of such Loan Party and their Restricted Subsidiaries under the

provisions of any agreement, instrument, Organization Document or other instrument to which such Loan Party and their Restricted Subsidiaries are party or by which they or their property is a party or by which they may be bound.

3. Section Three . Conditions Precedent/Effectiveness Conditions . This Amendment shall become effective upon the satisfaction of the following conditions precedent:

(a) Agent shall have received this Amendment, dated on or about the date hereof, duly authorized, executed and delivered by each Borrower, Holdings and Keane Frac GP;

(b) Agent shall have received a final executed copy of an amendment to the Term Loan Agreement executed and delivered by Term loan Agent, the necessary Term Loan Lenders and Intermediate Holdco II providing for amendments to the corresponding negative covenants of the Term Loan Agreement that are substantially similar (to Agent’s reasonable satisfaction) to those set forth in Section of this Amendment above;

(c) All of the representations and warranties contained in this Amendment shall be true and correct in all material respects (except to the extent any such representation or warranty is already qualified as to materiality, Material Adverse Effect or similar language, in which case each such representation or warranty (after giving effect to any qualification therein) shall be true and correct in all respects) on and as of the date hereof; and

(d) No Default or Event of Default shall have occurred and be continuing on the date hereof.

4. Section Four . Payment of Expenses . Borrowers shall pay or reimburse Agent for its reasonable attorneys’ fees and expenses in connection with the preparation, negotiation and execution of this Amendment and the Amendment Documents provided for herein or related hereto (if any) (collectively, the “ Amendment Fees and Costs ”). Without limiting the generality of Section 2.2(a) of the Credit Agreement, Borrowers hereby authorize the Agent to charge the Borrowers’ Account with the amount of all Amendment Fees and Costs in satisfaction thereof, and requests that Lenders make one or more Revolving Advance(s) consisting of Domestic Rate Loan(s) on or after the date hereof in an aggregate amount equal to the total amount of all such Amendment Fees and Costs, and that Agent disburse the proceeds of such Revolving Advance(s) in satisfaction thereof.

5. Section Five . Reaffirmation of Liens . To secure the prompt payment and performance of the Obligations to Agent, Issuer and each Lender and each other holder of the Obligations, each Borrower hereby reconfirms its assignment, pledge and grant under the Credit Agreement and the other Credit Documents to Agent for its benefit and for the ratable benefit of each Lender, Issuer and each other holder of any of the Obligations of a continuing security interest in and to and Lien on all its Collateral, whether now owned or existing or hereafter acquired or arising and wheresoever located. No Borrower has any commercial tort claims as of the date hereof with a claim exceeding $500,000 except as set forth on the Schedules to the Credit Agreement. Borrowers hereby confirm and agree that all security interests and Liens granted under the Credit Documents to Agent, for its benefit and for the ratable benefit of each

Lender, Issuer and each other holder of any of the Obligations, continue in full force and effect and shall continue to secure the Obligations. All Collateral remains free and clear of any Liens other than Permitted Encumbrances. Nothing herein contained is intended to impair or limit in any manner the validity, priority and extent of Agent’s security interest in and Liens upon the Collateral.

6. Section Six . Reaffirmation of Existing Financing Agreements . Except as modified by the terms hereof, all of the terms and conditions of the Credit Documents are hereby reaffirmed and shall continue in full force and effect as therein written. All references to the Credit Agreement shall mean the Credit Agreement as modified by all amendments heretofore executed and delivered and by this Amendment. Borrowers hereby acknowledge and agree it shall be an Event of Default under the Credit Agreement if (i) any representation or warranty made by any Borrower under or in connection with this Amendment shall have been untrue, false or misleading in any material respect when made, or (ii) Borrower shall fail to perform or observe any term, covenant or agreement contained in this Amendment.

7. Section Seven . Ratifications of Guaranty by Keane Frac GP and Holdings . Holdings and Keane Frac GP, each in its capacity as “Guarantor” under that certain Amended and Restated Guaranty and Suretyship Agreement dated as of August 8, 2014 given by Holdings and Keane Frac GP in favor of Agent (as it may heretofore have been and may hereafter be amended, supplemented, modified, restated and replaced from time to time, the “ Guaranty ”), each by its signature below:

(a) Hereby acknowledges and agrees that the execution, delivery and performance of this Amendment by Borrowers, Agent and Lenders, and the carrying out of the provisions hereof and the consummation of all transactions contemplated hereunder, shall not affect or in any way diminish or modify the obligations of such Guarantor under the Guaranty, or under any other Credit Document to which such Guarantor is a party, and such Guarantor hereby acknowledges and reaffirms its obligations under the Guaranty, and under each other Credit Agreement to which Guarantor is a party.

including without limitation the provisions, agreements and waivers of Section 2 of the Guaranty, and that the giving by such Guarantor of the foregoing acknowledgements, agreements and reaffirmations shall not be interpreted or construed under any circumstances as having established a course of dealing or course of conduct binding upon Agent and Lenders in the future or otherwise creating any future obligations on Agent and/or Lenders to obtain any similar acknowledgements, agreements and reaffirmations in connection with any future amendments to the Credit Agreement and the other Credit Documents.

(d) Hereby represents and warrants that each of the representations and warranties made by such Guarantor pursuant to the Guaranty and the GP Pledge Agreement are true and correct in all material respects on and as of the date hereof as if made on and as of the date hereof (except to the extent any such representation or warranty expressly relates only to any earlier and/or specified date, in which case such representation or warranty was materially true and correct in all respects on such date).

(e) Hereby represents and warrants that Guarantor is not in violation of any of the covenants and undertakings applicable to it set forth in the Guaranty (subject in each case to any notice, cure or grace period(s) applicable to such covenant or undertaking expressly provided for in the Guaranty (as applicable)).

8. Section Eight . Confirmation of Indebtedness and Release . Each Borrower, and each Guarantor by its signature below, hereby acknowledges, confirms and agrees that all of the Obligations (whether representing outstanding principal, accrued and unpaid interest, accrued and unpaid fees or any other Obligations of any kind or nature) currently owing by Borrowers under the Credit Agreement and the other Credit Documents, as reflected in the books and records of Agent and Lenders as of the date hereof, are unconditionally owing from and payable by Borrowers, and that Borrowers are indebted (jointly and severally) to Agent and Lenders with respect thereto, all without any set-off, deduction, counterclaim or defense. Each Borrower, and each Guarantor by its signature below, hereby acknowledges and agrees that it has no actual or potential claim or cause of action against Agent or any Lender relating to this Amendment (or any Amendments Documents), the Credit Agreement or any other Credit Document (including the Guaranty and the GP Pledge Agreement) and/or the Obligations arising thereunder or related thereto, in any such case arising on or before the date hereof. As further consideration for the consents and amendments set forth herein, each Borrower, and each Guarantor, by its signature below, hereby waives and releases and forever discharge Agent and Lenders, and the officers, directors, attorneys, agents and employees of each, from any liability, damage, claim, loss or expense of any kind originating in whole or in part known to Borrowers or Guarantor on or before the date of this Amendment that any Borrower or Guarantor may now have against Agent or Lenders or any of them arising out of or relating to the Obligations, this Amendment, the Credit Agreement or the Other Documents.

9. Section Nine . Miscellaneous .

(a) No rights are intended to be created hereunder for the benefit of any third party, creditor, or incidental beneficiary.

(b) The headings of any paragraph of this Amendment are for convenience only and shall not be used to interpret any provision hereof.

(c) No modification hereof or any agreement referred to herein shall be binding or enforceable unless in writing and signed on behalf of the party against whom enforcement is sought.

(d) This Amendment may be executed in any number of counterparts and by facsimile, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery by facsimile or electronic transmission shall bind the parties hereto.

(e) This Amendment, and all matters relating hereto and arising herefrom, shall be governed by and construed in accordance with the laws of the State of New York applied to contracts to be performed wholly within the State of New York. The provisions of Section 16.1 of the Credit Agreement {agreements and consents to and waivers regarding jurisdiction, venue and service of process}, Section 16.5 of the Credit Agreement {indemnities}, Section 16.9 of the Credit Agreement {expenses}, Section 16.10 of the Credit Agreement {injunctive relief} and Article XII of the Credit Agreement {waivers ( specifically including waivers of rights to jury trial )} are hereby incorporated by reference. If any part of this Amendment is contrary to, prohibited by, or deemed invalid under Applicable Laws or regulations, such provision shall be inapplicable and deemed omitted to the extent so contrary, prohibited or invalid, but the remainder hereof shall not be invalidated thereby and shall be given effect so far as possible. This Amendment (and the other Amendment Documents, if any), together with the Credit Agreement and other Credit Documents (each as amended or modified hereby), represent the entire agreement of the parties hereto regarding the matters covered hereby and thereby.

(f) This Amendment shall be binding upon and inure to the benefit of Borrowers, Guarantor, Agent, each Lender, all future holders of the Obligations and their respective successors and assigns, except that neither any Borrowers nor any Guarantor may assign or transfer any of its rights or obligations under this Amendment or the Credit Agreement or any other Credit Document without the prior written consent of Agent and each Lender.

[SIGNATURES APPEAR ON THE FOLLOWING PAGE]

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed and delivered by their duly authorized officers as of the date first above written.


KGH INTERMEDIATE HOLDCO I, LLC

By:	Keane Group Holdings, LLC, its Managing Member

By:	/s/ GREGORY POWELL
	Name:	Gregory Powell
	Title:	Vice President and Chief Financial Officer

KGH INTERMEDIATE HOLDCO II, LLC

By:	KGH Intermediate Holdco I, LLC, its Managing Member

By:	Keane Group Holdings, LLC, its Managing Member

By:	/s/ GREGORY POWELL
	Name:	Gregory Powell
	Title:	Vice President and Chief Financial Officer

KEANE FRAC, LP

By:	Keane Frac GP, LLC, its General Partner

By:	KGH Intermediate Holdco II, LLC, its Managing Member

By:	KGH Intermediate Holdco I, LLC, its Managing Member

By:	Keane Group Holdings, LLC, its Managing Member

By:	/s/ GREGORY POWELL
	Name:	Gregory Powell
	Title:	Vice President and Chief Financial Officer

[Signature Page to First Amendment to Amended and Restated Revolving Credit and Security Agreement]


KEANE FRAC GP, LLC

By:	KGH Intermediate Holdco II, LLC, its Managing Member

By:	KGH Intermediate Holdco I, LLC, its Managing Member

By:	Keane Group Holdings, LLC, its Managing Member

By:	/s/ GREGORY POWELL
	Name:	Gregory Powell
	Title:	Vice President and Chief Financial Officer

KS DRILLING, LLC

By:	KGH Intermediate Holdco II, LLC, its Managing Member

By:	KGH Intermediate Holdco I, LLC, its Managing Member

By:	Keane Group Holdings, LLC, its Managing Member

By:	/s/ GREGORY POWELL
	Name:	Gregory Powell
	Title:	Vice President and Chief Financial Officer

[Signature Page to First Amendment to Amended and Restated Revolving Credit and Security Agreement]


KEANE FRAC ND, LLC

By:	Keane Frac, LP, its Managing Member

By:	Keane Frac GP, LLC, its General Partner

By:	KGH Intermediate Holdco II, LLC, its Managing Member

By:	KGH Intermediate Holdco I, LLC, its Managing Member

By:	Keane Group Holdings, LLC, its Managing Member

By:	/s/ GREGORY POWELL
	Name:	Gregory Powell
	Title:	Vice President and Chief Financial Officer

KEANE FRAC TX, LLC

By:	Keane Frac, LP, its Managing Member

By:	Keane Frac GP, LLC, its General Partner

By:	KGH Intermediate Holdco II, LLC, its Managing Member

By:	KGH Intermediate Holdco I, LLC, its Managing Member

By:	Keane Group Holdings, LLC, its Managing Member

By:	/s/ GREGORY POWELL
	Name:	Gregory Powell
	Title:	Vice President and Chief Financial Officer

[Signature Page to First Amendment to Amended and Restated Revolving Credit and Security Agreement]


PNC BANK, NATIONAL ASSOCIATION,
As Lender and as Agent

By:	/s/ EDWARD CHONKO
	Name:	Edward Chonko
	Title:	Senior Vice President

[Signature Page to First Amendment to Amended and Restated Revolving Credit and Security Agreement]

EXHIBIT 10.3

Execution Version

SECOND AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT

AND SECURITY AGREEMENT

AND

AMENDMENT TO AMENDED AND RESTATED GUARANTY AND SURETYSHIP

AGREEMENT

SECOND AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT, dated as of April 7, 2015 (this “ Amendment ”), made by and among KGH INTERMEDIATE HOLDCO I, LLC, a Delaware limited liability company (“ Holdings ”), KGH INTERMEDIATE HOLDCO II, LLC, a Delaware limited liability company (“ Intermediate Holdco II ” or a “ Borrower ”), KEANE FRAC, LP, a Pennsylvania limited partnership (“ Frac ” or a “ Borrower ”), KS DRILLING LLC, a Delaware limited liability company (“ Drilling ” or a “ Borrower ”), KEANE FRAC ND, LLC, a Delaware limited liability company (“ Frac ND ” or a “ Borrower ”), KEANE FRAC TX, LLC, a Delaware limited liability company (“ Keane Texas ” or a “ Borrower ”), each Person joined hereto as a borrower from time to time (each a “ Borrower ” and together with Intermediate Holdco I, Frac, Drilling, Frac ND and Keane Texas collectively, the “ Borrowers ”), the financial institutions which are now or which hereafter become a party hereto (collectively, the “ Lenders ” and each individually a “ Lender ”) and PNC BANK, NATIONAL ASSOCIATION (“ PNC ”), as agent for Lenders (PNC, in such capacity, the “ Agent ”), and acknowledged by KEANE FRAC GP, LLC , a Delaware limited liability company (“ Keane Frac GP ”) and Holdings each in its capacity as a Guarantor.

BACKGROUND

A. Intermediate Holdco I, Frac, Drilling, Frac ND and Keane Texas, each as a Borrower, Holdings, Agent and Lenders are parties to that certain Amended and Restated Revolving Credit and Security Agreement dated August 8, 2014 (as it may heretofore have been and may hereafter be amended, supplemented, modified, restated and replaced from time to time, the “ Credit Agreement ”), pursuant to which Agent and Lenders established certain financing arrangements in favor of Borrowers. The Credit Agreement, and all instruments, documents and agreements executed in connection therewith or related thereto, including all Other Documents (each as heretofore and hereafter amended, supplemented, modified, restated and replaced from time to time), are referred to herein collectively as the “ Credit Documents .” All capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Credit Agreement. In connection with the Credit Agreement, Holdings and Keane Frac GP have issued that certain Amended and Restated Guaranty and Suretyship Agreement dated as of August 8, 2014 in favor of Agent (as it may heretofore have been and may hereafter be amended, supplemented, modified, restated and replaced from time to time, the “Guaranty”).

B. Borrowers have requested that PNC, in its capacity as a Lender under the Credit Agreement, act as an Increasing Lender under Section 2.24 of the Credit Agreement and increase its Commitment Amount by $20,000,000, after which increase both PNC’s Commitment Amount and the Maximum Revolving Advance Amount would be $50,000,000, and PNC has agreed to so increase its Commitment Amount on the terms and conditions more fully set forth in Section 2.24 of the Credit Agreement and herein.

C. In addition, Borrowers have requested that Lenders (i) agree to amend the Credit Agreement to include an amount in the Formula Amount based on the value of certain specifically identified recently purchased new Equipment, and (ii) agree to certain other related amendments to the Credit Agreement, all on the terms and conditions more fully set forth herein.

D. NOW THEREFORE, with the foregoing background hereinafter deemed incorporated by reference herein and made part hereof, the parties hereto, intending to be legally bound, promise and agree as follows:

1. Section One . Amendments to Credit Agreement . Effective upon and as of the satisfaction of the conditions set forth in Section 4 hereof,

(a) Amendments Regarding Eurodollar Rate Loans .

(1) The definition of “Eurodollar Rate” set forth in Section 1.2 of the Credit Agreement is hereby amended by adding the following sentence to the end thereof:

Notwithstanding anything to the contrary contained herein, if the Eurodollar Rate determined as otherwise provided for in this definition would be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

(2) Section 3.8 of the Credit Agreement shall be amended by amending and restating the initial sentence thereof in its entirety as follows:

Basis For Determining Interest Rate Inadequate or Unfair . In the event that Agent or any Lender shall have determined that:

(a) reasonable means do not exist for ascertaining the Eurodollar Rate applicable pursuant to Section 2.2 hereof for any Interest Period;

(c) the making, maintenance or funding of any Eurodollar Rate Loan has been made impracticable or unlawful by compliance by Agent or such Lender in good faith with any Applicable Law or any interpretation or application thereof by any Governmental Body or with any request or directive of any such Governmental Body (whether or not having the force of law); or

(d) the Eurodollar Rate will not adequately and fairly reflect the cost to Agent or such Lender of the establishment or maintenance of any Eurodollar Rate Loan, then Agent shall give Borrower prompt written, telephonic or telegraphic notice of such determination.

(b) Increase to Maximum Revolving Credit Amount .

(1) The Commitment Amount of PNC under the Credit Agreement is hereby increased from $30,000,000 to $50,000,000.

(2) The definition of “Maximum Revolving Advance Amount” set forth in Section 1.2 of the Credit Agreement is hereby amended and restated in its entirety as follows:

“ Maximum Revolving Advance Amount ” shall mean $50,000,000, plus any increases in accordance with Section 2.24 hereof.

(3) The parties hereto acknowledge that (i) as of the date hereof, no “Incremental Commitments” under and as defined in the Term Loan Agreement as in effect on the Closing Date have been made available pursuant to the Term Loan Agreement, and (ii) upon the effectiveness of this Amendment pursuant to Section 4 hereof, (x) Borrowers may make no more than two (2) further requests for an increase in the Maximum Revolving Advance Amount under Section 2.24 of the Credit Agreement, and (y) the aggregate amount of all increases to the Maximum Revolving Advance Amount from all such further requests described in clause (x) shall not exceed the amount equal to (I) $10,000,000, less (II) the amount of “Incremental Commitments” under and as defined in the Term Loan Agreement as in effect on the Closing Date that have been made available pursuant to the Term Loan Agreement.

(4) The parties hereto agree that (i) execution and delivery of this Amendment shall be deemed to satisfy the requirements of clause (2) of Section 2.24(a)(vi) of the Credit Agreement with respect to the increase in the Commitment Amount of PNC and Maximum Credit provided for in this Section 1(b) of this Amendment, and (ii) satisfaction of the conditions set forth in Section 4 of this Amendment shall be deemed to satisfy the requirements of clauses (1), (3) and (4) of Section 2.24(a)(vi) of the Credit Agreement with respect to the increase in the Commitment Amount of PNC and the Maximum Revolving Credit Amount provided for in this Section 1(b) of this Amendment.

(1) Section 1.2 of the Credit Agreement is hereby amended by adding the following new definitions thereto, each in its appropriate alphabetic place:

“ ABL Equipment ” shall mean, collectively, all of that Equipment listed on Exhibit 1.2(b) to the Credit Agreement (which such Exhibit 1.2(b) shall indicate, as to each such item of Equipment, whether such item of Equipment is “titled collateral” governed by a certificate of title statute in any applicable jurisdiction), together with all ABL Equipment Spare Parts and all accessions (as defined in the Uniform Commercial Code) thereto; provided that, to the extent the Exhibit 1.2(b) added to the Credit Agreement pursuant to the Second Amendment on the Second Amendment Effective Date indicates that the VIN# for any particular item of ABL Equipment is “TBD” or “To Be Determined”, promptly following

the determination of all such VIN#’s for all such items, Borrowers shall deliver written notice to Agent and to the Term Loan Agent providing an updated copy of such Exhibit 1.2(b) with such VIN#’s (and any other “TBD” information) completed, which shall constitute an update and amendment to such Exhibit 1.2(b) for all purposes hereunder and under the Intercreditor Agreement.

“ ABL Equipment Amortization Amount ” shall mean the amount equal to (x) the ABL Equipment Amount, divided by (y) sixty (60).

“ ABL Equipment Amount ” shall have the meaning set forth in Section 2.1(a)(y)(iii) hereof.

“ ABL Equipment Eligibility Period ” shall mean that period commencing on and continuing from and after the Second Amendment Effective Date, and ending on the fifth (5 ^th ) anniversary of the first day of the second calendar month commencing after the Second Amendment Effective Date.

“ ABL Equipment Formula Amount ” shall have the meaning set forth in Section 2.1(a)(y)(iii) hereof.

“ ABL Equipment Spare Parts ” means (x) any and all spare parts actually used and installed in/incorporated into any ABL Equipment in connection with the repair or maintenance of such ABL Equipment, and (y) any and all spare parts purchased by any Credit Party for the specific purpose of being used and installed in/incorporated into any ABL Equipment in connection with the repair or maintenance of such ABL Equipment.

“ Eligible ABL Equipment ” shall mean, collectively, all of the ABL Equipment, but as to each such item of Equipment, only if and to the extent that (i) title to such item of ABL Equipment shall have passed to a Borrower and Borrowers have provided to Agent evidence of the same reasonably satisfactory to Agent, (ii) such item of Equipment is subject to a perfected, first priority security interest in favor of Agent and no other Lien (other than a Permitted Encumbrance), (iii) such item of ABL Equipment is not located outside the continental United States or at a location that is not otherwise in compliance with this Agreement, (iv) such item of ABL Equipment is not situated at a location not owned by a Borrower unless the owner or occupier of such location has executed in favor of Agent a Lien Waiver Agreement, other than any such Equipment temporarily stored at a Customer location in connection with the providing of services to such Customer, (v) to the extent any such ABL Equipment consists of a motor vehicle or other item of Equipment that is governed by a certificate of title statue in any applicable jurisdiction, Agent shall have received the original certificate of title for such item of ABL Equipment on which Agent is noted as the holder of a first prior lien with respect thereto, and (vi) such item of ABL Equipment remains in good operating condition and repair (reasonable wear and tear and casualty excepted) and has been maintained in compliance with the requirements of Section 4.17 of this Agreement.

“ Equipment Advance Rate ” shall have the meaning set forth in Section 2.1(a)(y)(iii) hereof.

“ Equipment NOLV Advance Rate ” shall have the meaning set forth in Section 2.1(a)(y)(iii) hereof.

“ Initial ABL Equipment Appraisal ” that particular Valuation & Review with a report date of March 2, 2015 and an effective date of February 11, 2015 prepared by GB Energy Partners for Agent and attached as Annex B to the Second Amendment.

“ Net Invoice Cost ” shall mean, with respect each item of ABL Equipment, the net invoice cost of such ABL Equipment (excluding taxes, shipping, delivery, handling, installation, overhead and other so called “soft” costs), as evidenced by the initial invoice documentation with respect to each such item of ABL Equipment delivered by Borrowers to Agent in connection with the execution and delivery of the Second Amendment.

“ Second Amendment ” shall mean that certain Second Amendment to Amended and Restated Revolving Credit and Security Agreement dated as of April [ ], 2015 by and among Borrowers, Agent and Lenders.

“ Second Amendment Effective Date ” shall mean the “Effective Date” as defined in the Second Amendment.

(2) The definition of “Collateral” set forth in Section 1.2 of the Credit Agreement shall be amended by amending and restating clause (ii) thereof in its entirety as follows:

(ii) all Inventory (including rights in all returned or repossessed Inventory) and all ABL Equipment (including all ABL Equipment Spare Parts and all accessions (as defined in the Uniform Commercial Code) to the ABL Equipment);

(3) Section 2.1(a) of the Credit Agreement shall be amended and restated in its entirety as follows:

Amount of Revolving Advances . Subject to the terms and conditions set forth in this Agreement, including Sections 2.1(b) and (c), each Lender, severally and not jointly, will make Revolving Advances to Borrowers in aggregate amounts outstanding at any time equal to such Lender’s Commitment Percentage of the lesser of (x) the Maximum Revolving Advance Amount less the aggregate Maximum Undrawn Amount of all outstanding Letters of Credit or (y) an amount equal to the sum of:

(i) 85% (“ Receivables Advance Rate ”) of Eligible Receivables, plus

(ii) subject to the provisions of Sections 2.1(b) hereof, the lesser of (A) 60% (the “ Inventory Advance Rate ”) of the value of the Eligible Inventory, and (B) 85% (the “ Inventory NOLV Advance Rate ”) of the appraised net orderly liquidation value of Eligible Inventory (as evidenced by an Inventory appraisal satisfactory to Agent in its sole discretion exercised in good faith), plus

(iii) at all times during the ABL Equipment Eligibility Period, an amount (the “ ABL Equipment Formula Amount ”) equal to (I) the lesser of (A) 85% (the “ Equipment NOLV

Advance Rate ”) of the appraised net orderly liquidation value of all Eligible ABL Equipment (as evidenced by the Initial ABL Equipment Appraisal), or (B) 90% (the “ Equipment Advance Rate ”, and, together with the Equipment NOLV Advance Rate, the Inventory Advance Rate, the Inventory NOLV Advance Rate, and the Receivables Advance Rate, collectively, the “ Advance Rates ”) of the Net Invoice Cost of all Eligible ABL Equipment (such lesser amount under the preceding provisions of this clause (I) as determined on the first day of the ABL Equipment Eligibility Period, the “ ABL Equipment Amount ”), as such ABL Equipment Amount shall be reduced on the last day of each month (beginning on [March] 31, 2015) by the ABL Equipment Amortization Amount (as of any date, the aggregate amount of all reductions in the ABL Equipment Amount pursuant to this proviso, the “ ABL Equipment Total Amortization ”), minus (II) as to each item of ABL Equipment that has (since the first day of the ABL Equipment Eligibility Period) (x) been sold or otherwise disposed of by any Borrower to any Person other than another Borrower, (y) been the subject of any irreparable or uninsured damage or casualty or taken in any condemnation proceeding, or (z) otherwise ceased to constitute Eligible ABL Equipment, an amount equal to 100% of the ABL Equipment Formula Amount attributable to such item of ABL Equipment immediately prior to the occurrence of the applicable event described in clauses (x), (y) or (z), minus

(iv) the aggregate Maximum Undrawn Amount of all outstanding Letters of Credit; minus

(v) the Special Reserve; minus

(vi) such reserves, in addition to the Special Reserve, as Agent may deem proper and necessary from time to time in the exercise of its Permitted Discretion, provided that (x) no such reserve shall be duplicative of any factor then in existence material to the determination by Agent, in the exercise of its Permitted Discretion, to exclude one or more Receivables (or any portion thereof) of a Borrower from Eligible Receivables or Inventory (or any portion thereof) of a Borrower from Eligible Inventory, pursuant to the criteria contained in the respective definitions thereof, (y) no such reserve shall be duplicative of any reserve established and in effect on and after the Closing Date ( provided that the limitation contained in this clause (y) shall not extend to any increase in any such reserve, to the extent such increase is based on any change in either Agent’s knowledge, or in the risks or circumstances, in each case arising after the Closing Date and relating to the factors underlying Agent’s initial determination with respect to such previously established reserve) and (z) Agent shall endeavor to give reasonable prior notice to Borrowing Agent of its intention to impose a new reserve or to increase the amount of an existing reserve.

The amount derived from the sum of (x) Sections 2.1(a)(y)(i), (ii) and (ii) minus (y) Section 2.1 (a)(y)(iv), (v) and (vi) at any time and from time to time shall be referred to as the “Formula Amount”. The Revolving Advances shall be evidenced by one or more secured promissory notes (collectively, the “ Note ”) substantially in the form attached hereto as Exhibit 2.1(a).

(4) The first sentence of Section 2.21(a) of the Credit Agreement shall be amended by adding the following clause to the end thereof:

; provided that, notwithstanding anything to the contrary provided for in the foregoing or otherwise in this Agreement, Borrowers shall make such a repayment of the Advances in an amount equal to the net cash proceeds of each and every sale or disposition of, or receipt by any Borrower of the proceeds of, or payment in respect of any property or casualty insurance claims or any condemnation proceedings with respect to, any ABL Equipment.

(1) Section 4.1 of the Credit Agreement shall be amended by adding the following new sentence to the end thereof:

Without limiting the generality of any of the foregoing, to secure the prompt payment and performance to Agent and each Lender of the Obligations, each Borrower hereby assigns, pledges and grants to Agent for its benefit and for the ratable benefit of each Lender and each other holder of the Obligations a continuing security interest in and to and Lien on all of its ABL Equipment (including all ABL Equipment Spare Parts and all accessions (as defined in the Uniform Commercial Code) to the ABL Equipment) and all cash and non-cash proceeds thereof, whether now owned or existing or hereafter acquired or arising and wheresoever located.

(2) Clause (ii) of Section 4.5(a) of the Credit Agreement shall be amended and restated in its entirety as follows:

(ii) each Borrower’s Inventory with a fair market value in excess of $100,000 and each Borrower’s ABL Equipment shall be located as set forth on Schedule 4.5 (as such Schedule may be amended and updated from time to time pursuant to clause (c) of this Section 4.5) and shall not be removed from such location(s) without the prior written consent of Agent except (A) with respect to the sale of Inventory in the Ordinary Course of Business, (B) in connection with the providing of services to Customers, (C) with respect to Inventory or ABL Equipment in transit from one such location to another such location, and (D) with respect to Inventory or ABL Equipment out for repair in the Ordinary Course of Business.

(3) Clause (i) of Section 4.5(b) of the Credit Agreement shall be amended and restated in its entirety as follows:

(i) There is no location at which any Loan Party has any Inventory with a fair market value exceeding $100,000 or ABL Equipment (except for (A) Inventory or ABL Equipment temporarily stored at third party locations in connection with the providing of services to Customers, (B) Inventory in transit or ABL Equipment in transit from one such location to another or to or from one such location from a third party location in connection with the providing of services to Customers), and (C) Inventory or ABL Equipment out for repair in the Ordinary Course of Business other than those locations listed on Schedule 4.5;

(4) Section 7.1(b) of the Credit Agreement shall be amended by adding the following new paragraph to the end thereof:

Notwithstanding anything to the contrary provided for herein, with respect to any sale, lease, transfer or other disposition of any ABL Equipment otherwise permitted hereunder (including without limitation any disposition of any such ABL Equipment from any Borrower to any Loan Party or Subsidiary Guarantor): (x) Borrowers shall provide at

least ten (10) Business Day’s prior written notice to Agent of any such intended sale, lease, transfer or other dispositions of any ABL Equipment, which notice shall identify the applicable ABL Equipment and be accompanied by an updated Borrowing Base Certificate (which may continue to report the information as to Eligible Receivables and Eligible Inventory as reported in the most recent regularly scheduled Borrowing Base Certificate previously delivered by Borrowers pursuant to Section 9.2, as such information regarding Eligible Receivables and Eligible Inventory has been updated by all weekly reports of sales, receipts of case and collection (if any) required to be delivered by Borrowers to Section 9.2 since the delivery of that most recent Borrowing Base Certificate) setting forth a recalculation of the ABL Equipment Formula Amount as of such date after giving effect to such disposition of such ABL Equipment, (y) as of the date of such sale, lease, transfer or other disposition, after giving pro forma effect to such sale, lease, transfer or other disposition (and reflecting the recalculation of the Formula Amount pursuant to the updated Borrowing Base Certificate delivered pursuant to the foregoing clause (x) as provided for in the following sentence), (A) no Default or Event of Default shall have occurred or occur and be continuing, and (B) Borrowers shall have Undrawn Availability of at least $1,000,000, and (z) on the date of the closing of such sale, lease, transfer or other disposition, Borrowers shall deliver to Agent a certificate stating that such sale, lease, transfer or other disposition is to occur on that date and the conditions set forth in the foregoing clause (y) have been satisfied. Immediately upon delivery of the updated Borrowing Base Certificate provided for in clause (y) of the preceding sentence, the Formula Amount shall be recalculated in accordance with such updated Borrowing Base Certificate for all purposes under this Agreement and the Other Documents, provided that , if for any reason the Borrowers do not to consummate the intended sale, lease, transfer or disposition of the applicable ABL Equipment, Borrowers may give written notice to Agent of such event, and upon delivery of any such notice, the notice of disposition and updated Borrowing Base Certificate delivered under such clause (y) shall be deemed withdrawn for all purposes (and further provided that , any sale, lease, transfer or other disposition of such ABL Equipment after such deemed withdrawal must comply with the provisions of this paragraph as though such notice of disposition had never been given).

(5) Section 9.2 of the Credit Agreement shall be amended by adding the following new sentence thereto immediately following the first sentence thereof:

The Borrowing Base Certificate delivered by Borrowers pursuant to clause (d) of the preceding sentence shall include (x) a representation and certification from Borrowers that, since the date of the last Borrowing Base Certificate delivered by Borrowers under this Section 9.2, no ABL Equipment has been (i) sold or otherwise disposed of (whether or not in accordance with the provisions of this Agreement), (ii) the subject of any casualty, accident or loss (whether or not insured and whether or not irreparable) – ordinary wear and tear and ordinary maintenance excepted, (iii) taken pursuant to any condemnation proceeding or (iv) otherwise ceased to constitute Eligible ABL Equipment, or, if such a representation or certification would be untrue as to any one or more item(s) of ABL Equipment, a description by Borrowers of the applicable/affected ABL Equipment and the details of such occurrence, and (y) a calculation (in form and format reasonably agreed to by Agent and Borrowing Agent from time to time), as the last day of the applicable month, of the current ABL Equipment Formula Amount.

(6) A new Exhibit 1.2(b) in the form of Annex A attached to this Amendment is hereby added to the Credit Agreement.

2. Section Two . Representations and Warranties . Each Borrower hereby:

(a) reaffirms all representations and warranties made to Agent and Lenders by any Loan Party under the Credit Documents and/or contained in any certificate, document or financial or other statement furnished at any time under or in connection with the Credit Documents and any related agreements to which it is a party, and each of the representations and warranties contained in any certificate, document or financial or other statement furnished at any time under or in connection with the Credit Documents or any related agreement, and confirms that all such representations and warranties are true and correct in all material respects (except to the extent any such representation or warranty is already qualified as to materiality, Material Adverse Effect or similar language, in which case each such representation or warranty (after giving effect to any qualification therein) shall be true and correct in all respects) on and as of the date hereof (it being understood and agreed that any representation or warranty which by its terms expressly relates to an earlier date shall be required to be true and correct in all material respects as of such earlier date);

(c) represents and warrants that no Default or Event of Default has occurred and is continuing under the Credit Agreement or any of the Other Documents; and

require the Consent of any Governmental Body, any party to a Material Contract or any other Person, except those Consents set forth on Schedule 5.1 to the Credit Agreement, all of which will have been duly obtained, made or compiled prior to the Closing Date and which are in full force and effect or the failure of which to obtain would not reasonably be expected to result in a Material Adverse Effect, and (d) will neither conflict with, nor result in any breach in, any of the provisions of or constitute a default under or result in the creation of any Lien except Permitted Encumbrances upon any asset of such Loan Party and their Restricted Subsidiaries under the provisions of any agreement, instrument, organization document or other instrument to which such Loan Party and their Restricted Subsidiaries are party or by which they or their property is a party or by which they may be bound.

3. Section Three . Amendment to Guaranty . Holdings and Keane Frac GP, each in its capacity as a “Guarantor” under the Guaranty, each by its signature below, hereby agrees, together with Agent, that, effective upon and as of the satisfaction of the conditions set forth in Section 4 hereof:

(a) Section 8 of the Guaranty shall be amended by adding the following sentence to the end of the first paragraph thereof

Without limiting the generality of any of the foregoing, to secure the payment and performance of the Obligations and each Guarantor’s obligations hereunder, each Guarantor grants to Agent, for itself and the ratable benefit of the Lenders and each other holder of the Obligations, a continuing perfected lien on and security interest in all of such Guarantor’s right, title and interest in and to all of its ABL Equipment (including all ABL Equipment Spare Parts and all accessions (as defined in the Uniform Commercial Code) to the ABL Equipment) and all cash and non-cash proceeds thereof, whether now owned or existing or hereafter acquired or arising and wheresoever located.

(b) Section 8 of the Guaranty shall be amended by amending and restating in its entirety clause (ii) of the defintion of Collateral set forth in such Section 8 of the Guaranty:

4. Section Four . Conditions Precedent/Effectiveness Conditions . This Amendment shall become effective upon the satisfaction of the following conditions precedent (the date of such satisfaction, the “ Effective Date ”):

(a) Agent shall have received this Amendment, duly authorized, executed and delivered by each Borrower, Holdings and Keane Frac GP;

(b) PNC shall have received an amended and restated Revolving Credit Note in the amount of $50,000,000, duly authorized, executed and delivered by each Borrower;

(c) Agent shall have received a final executed copy of an amendment to the Intercreditor Agreement consistent with the provisions of this Amendment in form and substance satisfactory to Agent and Lenders, including without limitation (x) consent by the Term Loan

Agent, the necessary Term Loan Lenders, and Intermediate Holdco II to the execution, delivery and performance by the Loan Parties of this Amendment, and (y) an amendment to the definition of “Note Collateral” thereunder to include the ABL Equipment, executed and delivered by Term Loan Agent, the necessary Term Loan Lenders, and Intermediate Holdco II;

(d) Agent shall have received a final executed copy of an amendment to the Note Purchase Agreement containing such provisions necessary to make the mandatory prepayment provisions of the Note Purchase Agreement consistent with the provisions and requirements of Section 2.21 of the Credit Agreement as amended by this Amendment, in form and substance satisfactory to Agent and Lenders, executed and delivered by Term Loan Agent, the necessary Term Loan Lenders and Intermediate Holdco II;

(e) Agent shall have received copies of such invoices, purchase orders, sales contracts, shipping documents and evidence of delivery to Borrowers with respect to each item of ABL Equipment as Agent shall reasonably request and require;

(f) Receipt by Agent of an officer’s certificate for each Loan Party certifying as of the date hereof: (i) as true and correct a copy of resolutions in form and substance reasonably satisfactory to Agent adopted by the Board of Managers, Managing Member, or General Partner (as applicable) of such entity approving and authorizing the execution, delivery and performance by such entity of this Amendment and all other agreements, instruments or other documents required hereby, including without limitation the amended and restated Revolving Credit Note referenced in Section 4(b) hereof (collectively, the “ Amendment Documents ”) to which such entity is a party and of the transactions contemplated herein and therein, and also certifying that such resolutions are in full force and effect and have not be amended, modified, revoked or rescinded, (ii) that there have been no amendments, supplements, or other modifications to the certificate of limited partnership, certificate of formation, partnership agreement or operating agreement, as applicable, or other applicable documents relating to such entity’s formation or to the conduct of the business of such entity since the Closing Date and that the copies of such organizational documents of such entity delivered to Agents on such date as a part of the “officers certificate” are true, correct and complete copies of such organizational documents of such entity as currently in full force and effect on the date hereof (or, if any such amendments, supplements or modifications have been made since the Closing Date, attaching and certifying true, complete and correct copies of such organizational documents as in effect on the date hereof), and (iii) the names and signatures of the officers of such entity authorized to execute and deliver this Amendment and any Amendment Documents to which such entity is a party on behalf of such entity pursuant to the resolutions referenced in clause (i) above (and such certificate shall be countersigned by another applicable officer of such entity (or its general partner or managing member) certifying the name, office and signature of the officer of such entity (or its general partner or managing member) delivering such certificate);

(g) Receipt by Agent of a legal opinion from Schulte, Roth & Zabel LLP and local Pennsylvania counsel to Frac in form and substance satisfactory to Agent which shall cover such matters relating to the execution, delivery and enforceability of this Amendment and the other Amendment Documents (and of the Credit Agreement as amended hereby) and otherwise complying with the requirements of Section 2.24 of the Credit Agreement in connection with an increase by a Lender of its Commitment Amount thereunder;

(h) All of the representations and warranties contained in this Amendment shall be true and correct in all material respects (except to the extent any such representation or warranty is already qualified as to materiality, Material Adverse Effect or similar language, in which case each such representation or warranty (after giving effect to any qualification therein) shall be true and correct in all respects) on and as of the date hereof; and

(i) No Default or Event of Default shall have occurred and be continuing on the date hereof.

5. [RESERVED].

6. Section Six . Amendment Fee and Payment of Expenses . Borrowers shall (x) pay to Agent, for the benefit of PNC, a fee in respect of PNC’s agreement to increase its Commitment Amount as provided for in this Amendment in the amount of $50,000, which such fee shall be due and payable, and fully-earned and non-refundable on the Effective Date (the “ Commitment Fee ”), (y) pay to Agent, for the ratable benefit of Lenders, as consideration for the agreements of Lenders provided for herein, an amendment fee in the amount of $25,000, which such fee shall be due and payable, and fully-earned and non-refundable on the Effective Date (the “ Amendment Fee ”), and (z) pay or reimburse Agent for its reasonable and documented attorneys’ fees and expenses in connection with the preparation, negotiation and execution of this Amendment and the Amendment Documents provided for herein or related hereto (if any) (such fees and expenses, together with the Commitment Fee and the Amendment Fee, collectively, the “ Amendment Fees and Costs ”). Without limiting the generality of Section 2.2(a) of the Credit Agreement, Borrowers hereby authorize Agent to charge Borrowers’ Account with the amount of all Amendment Fees and Costs in satisfaction thereof, and requests that Lenders make one or more Revolving Advance(s) consisting of Domestic Rate Loan(s) on or after the date hereof in an aggregate amount equal to the total amount of all such Amendment Fees and Costs, and that Agent disburse the proceeds of such Revolving Advance(s) in satisfaction thereof.

7. Section Seven . Reaffirmation of Liens . To secure the prompt payment and performance of the Obligations to Agent, Issuer and each Lender and each other holder of the Obligations, each Borrower hereby reconfirms its assignment, pledge and grant under the Credit Agreement and the other Credit Documents to Agent for its benefit and for the ratable benefit of each Lender, Issuer and each other holder of any of the Obligations of a continuing security interest in and to and Lien on all of its Collateral, whether now owned or existing or hereafter acquired or arising and wheresoever located. Without limiting the generality of any of the foregoing, to secure the prompt payment and performance to Agent and each Lender and each other holder of the Obligations, each Borrower hereby assigns, pledges and grants to Agent for its benefit and for the ratable benefit of each Lender a continuing security interest in and to and Lien on all of its ABL Equipment (including all ABL Equipment Spare Parts and all accessions (as defined in the Uniform Commercial Code) to the ABL Equipment) and all cash and non-cash proceeds thereof, whether now owned or existing or hereafter acquired or arising and wheresoever located. No Borrower has a commercial tort claim exceeding $500,000 as of the date hereof, except as set forth on Schedule 5.26 to the Credit Agreement. Each Borrower

hereby confirms and agrees that all security interests and Liens granted under the Credit Documents to Agent, for its benefit and for the ratable benefit of each Lender, Issuer and each other holder of any of the Obligations, continue in full force and effect and shall continue to secure the Obligations. All Collateral remains free and clear of any Liens other than Permitted Encumbrances. Nothing herein contained is intended to impair or limit in any manner the validity, priority and extent of Agent’s security interest in and Liens upon the Collateral.

8. Section Eight . Reaffirmation of Existing Financing Agreements . Except as modified by the terms hereof, all of the terms and conditions of the Credit Documents are hereby reaffirmed and shall continue in full force and effect as therein written. All references to the Credit Agreement shall mean the Credit Agreement as modified by all amendments heretofore executed and delivered and by this Amendment. Borrowers hereby acknowledge and agree it shall be an Event of Default under the Credit Agreement if (i) any representation or warranty made by any Borrower under or in connection with this Amendment shall have been untrue, false or misleading in any material respect when made, or (ii) Borrower shall fail to perform or observe any term, covenant or agreement contained in this Amendment.

9. Section Nine . Ratifications of Guaranty by Keane Frac GP and Holdings . Holdings and Keane Frac GP, each in its capacity as a “Guarantor” under the Guaranty, each by its signature below:

(b) Hereby reconfirms and restates its grant under the Guaranty to Agent, for the ratable benefit of Agent, Issuer and each Lender and each other holder of the Obligations, of a continuing perfected Lien on and security interest in all of such Guarantor’s right, title and interest in and to the “Collateral” (as described in Section 8 of the Guaranty, as amended by this Amendment) to secure the payment and performance of the Obligations and such Guarantor’s obligations under the Guaranty, and hereby confirms that nothing herein, nor the execution, delivery and performance of this Amendment by Borrowers, Agent and Lenders, nor the carrying out of the provisions hereof nor the consummation of all transactions contemplated hereunder, shall impair or limit in any manner the validity, priority and extent of Agent’s security interest in and Liens upon such “Collateral”. Without limiting the generality of any of the foregoing, to secure the payment and performance of the Obligations and each Guarantor’s obligations under the Guaranty, each Guarantor grants to Agent, for itself and the ratable benefit of the Lenders and each other holder of the Obligations, a continuing perfected lien on and security interest in all of such Guarantor’s right, title and interest in and to all of its ABL Equipment (including all ABL Equipment Spare Parts and all accessions (as defined in the Uniform Commercial Code) to the ABL Equipment) and all cash and non-cash proceeds thereof, whether now owned or existing or hereafter acquired or arising and wheresoever located.

(c) Hereby acknowledges and agrees that the foregoing acknowledgements, agreements and reaffirmations are being given in an abundance of caution and for the avoidance of any doubt, and that nothing contained in the foregoing is intended to limit or contradict the provisions of any and all agreements and waivers contained in the Guaranty, specifically including, without limitation, the provisions, agreements and waivers of Section 2 of the Guaranty, and that the giving by such Guarantor of the foregoing acknowledgements, agreements and reaffirmations shall not be interpreted or construed under any circumstances as having established a course of dealing or course of conduct binding upon Agent and Lenders in the future or otherwise creating any future obligations on Agent and/or Lenders to obtain any similar acknowledgements, agreements and reaffirmations in connection with any future amendments to the Credit Agreement and the other Credit Documents.

(d) Hereby represents and warrants that each of the representations and warranties made by such Guarantor pursuant to the Guaranty and the Collateral Pledge Agreement dated July 8, 2011 by Keane Frac GP in favor of PNC (the “ GP Pledge Agreement ”) are true and correct in all material respects on and as of the date hereof as if made on and as of the date hereof (except to the extent any such representation or warranty expressly relates only to any earlier and/or specified date, in which case such representation or warranty was materially true and correct in all respects on such date).

10. Section Ten. Confirmation of Indebtedness and Release . Each Borrower, and each Guarantor by its signature below, hereby acknowledges, confirms and agrees that all of the Obligations (whether representing outstanding principal, accrued and unpaid interest, accrued and unpaid fees or any other Obligations of any kind or nature) currently owing by Borrowers under the Credit Agreement and the other Credit Documents, as reflected in the books and records of Agent and Lenders as of the date hereof, are unconditionally owing from and payable by Borrowers, and that Borrowers are indebted (jointly and severally) to Agent and Lenders with respect thereto, all without any set-off, deduction, counterclaim or defense. Each Borrower, and each Guarantor by its signature below, hereby acknowledges and agrees that it has no actual or potential claim or cause of action against Agent or any Lender relating to this Amendment (or any Amendments Documents), the Credit Agreement or any other Credit Document (including the Guaranty and the GP Pledge Agreement) and/or the Obligations arising thereunder or related thereto, in any such case arising on or before the date hereof. As further consideration for the consents and amendments set forth herein, each Borrower, and each Guarantor, by its signature below, hereby waives and releases and forever discharges Agent and Lenders, and the officers, directors, attorneys, agents and employees of each, from any liability, damage, claim, loss or expense of any kind originating in whole or in part known to Borrowers or Guarantor on or before the date of this Amendment that any Borrower or Guarantor may now have against Agent or Lenders or any of them arising out of or relating to the Obligations, this Amendment, the Credit Agreement or the Other Documents.

11. Section Eleven. Miscellaneous.

(a) No rights are intended to be created hereunder for the benefit of any third party, creditor or incidental beneficiary.

(b) The headings of any paragraph of this Amendment are for convenience only and shall not be used to interpret any provision hereof.

(c) No modification hereof or any agreement referred to herein shall be binding or enforceable unless in writing and signed on behalf of the party against whom enforcement is sought.

(d) This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery by facsimile or electronic transmission shall bind the parties hereto.

(e) This Amendment, and all matters relating hereto and arising herefrom, shall be governed by and construed in accordance with the laws of the State of New York applied to contracts to be performed wholly within the State of New York. The provisions of Section 16.1 of the Credit Agreement {agreements and consents to and waivers regarding jurisdiction, venue and service of process}, Section 16.5 of the Credit Agreement {indemnities}, Section 16.9 of the Credit Agreement {expenses}, Section 16.10 of the Credit Agreement {injunctive relief} and Article XII of the Credit Agreement {waivers (specifically including waivers of rights to jury trial) } are hereby incorporated by reference. If any part of this Amendment is contrary to, prohibited by, or deemed invalid under Applicable Laws or regulations, such provision shall be inapplicable and deemed omitted to the extent so contrary, prohibited or invalid, but the remainder hereof shall not be invalidated thereby and shall be given effect so far as possible. This Amendment (and the other Amendment Documents, if any), together with the Credit Agreement and other Credit Documents (each as amended or modified hereby), represents the entire agreement of the parties hereto regarding the matters covered hereby and thereby.

[SIGNATURES APPEAR ON THE FOLLOWING PAGE]

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed and delivered by their duly authorized officers as of the date first above written.


KGH INTERMEDIATE HOLDCO I, LLC

By:	Keane Group Holdings, LLC, its Managing Member

By:	/s/ GREGORY POWELL
	Name:	Gregory Powell
	Title:	Vice President and Chief Financial Officer

KGH INTERMEDIATE HOLDCO II, LLC

By:	KGH Intermediate Holdco I, LLC, its Managing Member

By:	Keane Group Holdings, LLC, its Managing Member

By:	/s/ GREGORY POWELL
	Name:	Gregory Powell
	Title:	Vice President and Chief Financial Officer

KEANE FRAC, LP

By:	Keane Frac GP, LLC, its General Partner

By:	KGH Intermediate Holdco II, LLC, its Managing Member

By:	KGH Intermediate Holdco I, LLC, its Managing Member

By:	Keane Group Holdings, LLC, its Managing Member

By:	/s/ GREGORY POWELL
	Name:	Gregory Powell
	Title:	Vice President and Chief Financial Officer

[Signature Page to Second Amendment to Amended and Restated Revolving Credit and Security Agreement]


KEANE FRAC GP, LLC

By:	KGH Intermediate Holdco II, LLC, its Managing Member

By:	KGH Intermediate Holdco I, LLC, its Managing Member

By:	Keane Group Holdings, LLC, its Managing Member

By:	/s/ GREGORY POWELL
	Name:	Gregory Powell
	Title:	Vice President and Chief Financial Officer

KS DRILLING, LLC

By:	KGH Intermediate Holdco II, LLC, its Managing Member

By:	KGH Intermediate Holdco I, LLC, its Managing Member

By:	Keane Group Holdings, LLC, its Managing Member

By:	/s/ GREGORY POWELL
	Name:	Gregory Powell
	Title:	Vice President and Chief Financial Officer

[Signature Page to Second Amendment to Amended and Restated Revolving Credit and Security Agreement]


KEANE FRAC ND, LLC

By:	Keane Frac, LP, its Managing Member

By:	Keane Frac GP, LLC, its General Partner

By:	KGH Intermediate Holdco II, LLC, its Managing Member

By:	KGH Intermediate Holdco I, LLC, its Managing Member

By:	Keane Group Holdings, LLC, its Managing Member

By:	/s/ GREGORY POWELL
	Name:	Gregory Powell
	Title:	Vice President and Chief Financial Officer

KEANE FRAC TX, LLC

By:	Keane Frac, LP, its Managing Member

By:	Keane Frac GP, LLC, its General Partner

By:	KGH Intermediate Holdco II, LLC, its Managing Member

By:	KGH Intermediate Holdco I, LLC, its Managing Member

By:	Keane Group Holdings, LLC, its Managing Member

By:	/s/ GREGORY POWELL
	Name:	Gregory Powell
	Title:	Vice President and Chief Financial Officer


PNC BANK, NATIONAL ASSOCIATION, As Lender and as Agent

By:	/s/ EDWARD CHONKO
	Name:	Edward Chonko
	Title:	Senior Vice President

EXHIBIT 10.4

EXECUTION VERSION

THIRD AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AND

SECURITY AGREEMENT

THIRD AMENDMENT, dated as of March 16, 2016 (this “ Amendment ”), TO AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT, dated as of April 7, 2015 (this “ Amendment ”), made by and among KGH INTERMEDIATE HOLDCO I, LLC, a Delaware limited liability company (“ Holdings ”), KGH INTERMEDIATE HOLDCO II, LLC, a Delaware limited liability company (“ Intermediate Holdco II ” or a “ Borrower ”), KEANE FRAC, LP, a Pennsylvania limited partnership (“ Frac ” or a “ Borrower ”), KS DRILLING LLC, a Delaware limited liability company (“ Drilling ” or a “ Borrower ”), KEANE FRAC ND, LLC, a Delaware limited liability company (“ Frac ND ” or a “ Borrower ”), KEANE FRAC TX, LLC, a Delaware limited liability company (“ Keane Texas ” or a “ Borrower ”), each Person joined hereto as a borrower from time to time (each a “ Borrower ” and together with Intermediate Holdco I, Frac, Drilling, Frac ND and Keane Texas collectively, the “ Borrowers ”), the financial institutions which are now or which hereafter become a party hereto (collectively, the “ Lenders ” and each individually a “ Lender ”) and PNC BANK, NATIONAL ASSOCIATION (“ PNC ”), as agent for Lenders (PNC, in such capacity, the “ Agent ”), and acknowledged by KEANE FRAC GP, LLC, a Delaware limited liability company (“ Keane Frac GP ”) and Holdings, each in its capacity as a Guarantor.

BACKGROUND

A. Intermediate Holdco II, Frac, Drilling, Frac ND and Keane Texas, each as a Borrower, Holdings, Agent and Lenders are parties to that certain Amended and Restated Revolving Credit and Security Agreement dated August 8, 2014 (as it may heretofore have been and may hereafter be amended, supplemented, modified, restated and replaced from time to time, the “ Credit Agreement ”), pursuant to which Agent and Lenders established certain financing arrangements in favor of Borrowers. The Credit Agreement, and all instruments, documents and agreements executed in connection therewith or related thereto, including all Other Documents (each as heretofore and hereafter amended, supplemented, modified, restated and replaced from time to time), are referred to herein collectively as the “ Credit Documents .” All capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Credit Agreement, as amended hereby. In connection with the Credit Agreement, Holdings and Keane Frac GP have issued that certain Amended and Restated Guaranty and Suretyship Agreement dated as of August 8, 2014 in favor of Agent (as it may heretofore have been and may hereafter be amended, supplemented, modified, restated and replaced from time to time, the “ Guaranty ”).

B. On or about the date hereof (i) Frac, as purchaser, shall consummate the purchase from the Seller Companies, as defined in the Trican Purchase Agreement, as hereinafter defined, of the assets and properties contemplated to be acquired by Frac (or other Loan Parties) pursuant to that certain Asset Purchase Agreement dated as of January 25, 2016 (as amended, modified, supplemented or restated, the “ Trican Purchase Agreement ”) by and among Keane Group Holdings, LLC, Keane Frac, LP, Trican Well Service Ltd. and the Seller Companies named therein, (ii) Intermediate Holdco II and Frac, as borrowers, CSG Investments and/or one or more of its affiliates, as lenders and CLMG Corp., or an affiliate thereof, as agent for such lenders,

shall enter into a Term Loan Agreement, dated on or about March 16, 2016 (as amended, modified, supplemented or restated, the “ Term Loan Agreement ”), pursuant to which such lenders shall make a term loan to such borrowers in the aggregate principal amount of $100,000,000 (the “ Term Loan ”), (iii) Holdings shall make a capital infusion in cash, in the form of common equity, in the Borrowers, in the aggregate amount of $200,000,000 (the “ Capital Infusion ”), and (iv) the Notes Agent, on behalf of the Notes Purchasers, and Intermediate Holdco II, shall enter into a Fourth Amendment to the Notes Purchase Agreement.

C. Borrowers have requested that the Lenders increase the Maximum Revolving Advance Amount from $50,000,000 to $100,000,000 and that PNC, in its capacity as a Lender, increase its Commitment Amount from $50,000,000 to $100,000,000, after which increases, both PNC’s Commitment Amount and the Maximum Revolving Advance Amount would be $100,000,000, and the Lenders have so agreed to increase the Maximum Revolving Advance Amount, and PNC has so agreed to increase its Commitment Amount, in each case on the terms and subject to the conditions more fully set forth herein.

1. Section One . Amendments to Credit Agreement .

(a) Subject to the satisfaction of the conditions precedent set forth in Section Three of this Amendment, the Credit Agreement is hereby amended by inserting the language indicated in double underlined text in Exhibit A hereto and by deleting the language indicted by struck through text in Exhibit A hereto (the Credit Agreement as so amended, is referred to herein as the “ Amended Credit Agreement ”).

(b) Each of the Schedules to the Amended Credit Agreement is hereby supplemented with the information contained in the correspondingly numbered Schedule attached as Annex A hereto; provided that any reference in the Amended Credit Agreement or any other Loan Document to any such Schedule setting forth information thereon as of the Closing Date shall be deemed to be, solely with respect to such supplemental information, a reference to such Schedule setting forth information as of the date of this Amendment.

(c) Exhibit 1.2 (b) to the Amended Credit Agreement is deleted in its entirety and Exhibit 1.2 (b) to this Amendment is substituted in lieu thereof.

2. Section Two . Representations and Warranties . Each Borrower hereby:

Adverse Effect or similar language, in which case each such representation or warranty (after giving effect to any qualification therein) shall be true and correct in all respects) on and as of the date hereof (it being understood and agreed that any representation or warranty which by its terms expressly relates to an earlier date shall be required to be true and correct in all material respects as of such earlier date);

(c) represents and warrants that no Default or Event of Default has occurred and is continuing under the Credit Agreement or any of the Other Documents;

(d) represents and warrants that (i) each Loan Party has full power, authority and legal right to enter into this Amendment and the other Amendment Documents (as defined below) and to perform all its respective Obligations under the Credit Documents as amended hereby and thereby, (ii) this Amendment and all other agreements, instruments or other documents required hereby, if any (collectively, the “ Amendment Documents ”), have been duly executed and delivered by each Loan Party, and this Amendment and the Credit Documents as amended hereby and by the other Amendment Documents constitute the legal, valid and binding obligation of such Loan Party enforceable in accordance with their terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generally, (iii) the execution, delivery and performance of this Amendment and the other Amendment Documents (a) are within each such Loan Party’s powers under its organization documents, have been duly authorized by all necessary corporate, limited partnership, company or other organizational action, as applicable, are not in contravention of law or the terms of such Loan Party’s organization documents or to the conduct of such Loan Party’s business or of any material agreement or undertaking to which such Loan Party is a party or by which such Loan Party is bound, (b) will not conflict in any material respect with or violate any law or regulation, or any judgment, order or decree of any Governmental Body, (c) will not require the Consent of any Governmental Body, any party to a Material Contract or any other Person, except those Consents set forth on Schedule 5.1 to the Credit Agreement, all of which will have been duly obtained, made or compiled prior to the Closing Date and which are in full force and effect or the failure of which to obtain would not reasonably be expected to result in a Material Adverse Effect, and (d) will neither conflict with, nor result in any breach in, any of the provisions of or constitute a default under or result in the creation of any Lien except Permitted Encumbrances upon any asset of such Loan Party and their Restricted Subsidiaries under the provisions of any agreement, instrument, organization document or other instrument to which such Loan Party and their Restricted Subsidiaries are party or by which they or their property is a party or by which they may be bound.

(e) represents and warrants that the pro forma balance sheet of Borrowers on a Consolidated Basis furnished to Agent on the Third Amended Closing Date (the “ Third Amendment Pro Forma Balance Sheet ”) reflects the consummation of the Third Amendment Transactions contemplated to occur on the Third Amended Closing Date, and is accurate, complete and correct and fairly reflects in all material respects the financial condition of

Borrowers on a Consolidated Basis as of the Third Amendment Closing Date after giving effect to the Third Amendment Transactions, and has been prepared in accordance with GAAP, consistently applied. The Third Amendment Pro Forma Balance Sheet has been certified as accurate, complete and correct in all material respects by the Chief Financial Officer of the Borrowing Agent. All financial statements referred to in this paragraph (e), including, the related schedules and notes thereto, have been prepared in accordance with GAAP, except as may be disclosed in such financial statements and the absence of footnotes and year-end adjustments.

(f) represents and warrants that the twelve-month cash flow projections of Borrowers on a Consolidated Basis and their projected balance sheets as of the Third Amendment Closing Date, copies of which are annexed hereto as Annex B (the “ Third Amendment Projections ”) were prepared by the Chief Financial Officer of the Borrowers, are based on underlying assumptions which provide a reasonable basis for the projections contained therein and reflect Borrowers’ judgement based on present circumstances of the most likely set of conditions and course of action for the projected period (it being understood by the parties that projections by their nature are inherently uncertain and no assurances are being given that the results reflected in such projections will be achieved). The Third Amendment Projections together with the Third Amendment Pro Forma Balance Sheet are referred to in this Amendment as the “ Third Amendment Pro Forma Financial Statements ”.

(g) represents and warrants that after giving effect to the Third Amendment Transactions, the Loan Parties, and their Restricted Subsidiaries, taken as a whole, are and will be solvent, able to pay their debts as they mature, have and will have capital sufficient to carry on their business and all businesses in which they are about to engage, and as of the Third Amendment Closing Date, the fair present saleable value of their assets, calculated on a going concern basis, is in excess of the amount of their liabilities.

3. Section Three . Conditions Precedent/Effectiveness Conditions . This Amendment shall become effective upon the satisfaction of the following conditions precedent (the date of such satisfaction, the “ Effective Date ”):

(a) Agent shall have received this Amendment, duly authorized, executed and delivered by each Borrower, Holdings and Keane Frac GP, together with the updated disclosure schedules referred to in Section 1(b) of this Amendment;

(b) PNC shall have received an Amended and Restated Revolving Credit Note in the amount of $100,000,000, duly authorized, executed and delivered by each Borrower;

(c) Agent shall have received a final executed copy of the Fourth Amendment to the Note Purchase Agreement, in form and substance reasonably satisfactory to Agent and Lenders, executed and delivered by the Notes Agent, the necessary Notes Purchasers and Intermediate Holdco II;

(d) Agent shall have received (i) a final executed copy of the Term Loan Agreement, the terms and conditions of which shall be substantially the same as those set forth in the Commitment Letter and related term sheet issued to Holdings on January 25, 2016 by the Term Loan Agent on behalf of the Term Loan Lenders, or otherwise reasonably satisfactory to

Agent and Lenders, and (ii) final executed copies of all other material Term Loan Documents to be executed or delivered on the Third Amendment Closing Date, the terms and conditions of which shall be reasonably satisfactory to Agent and Lenders and, in conjunction with the foregoing, the transactions contemplated to occur under the Term Loan Agreement on the Third Amendment Closing Date shall have been consummated in accordance with the terms thereof, including without limitation the receipt by Frac of net cash proceeds of the Term Loan in an aggregate amount of not less than $100,000,000;

(e) Agent shall have received a final executed copy of the Trican Purchase Agreement (including all material documents, agreements, exhibits and schedules executed or delivered in connection therewith), none of the terms or provisions thereof shall have been modified in any respect materially adverse to the Lenders, all of the conditions precedent to its effectiveness shall have been satisfied or waived by the appropriate Persons and the transactions contemplated to occur thereunder on the Effective Date shall have been consummated in accordance with the terms thereof;

(f) The Capital Infusion shall have occurred and in connection therewith the Borrowers shall have received the net cash proceeds thereof in an aggregate amount of not less than $200,000,000;

(g) Since October 31, 2015, no event or development shall have occurred which shall have had, or would be reasonably likely to have, a Seller Material Adverse Effect (as defined in the Trican Purchase Agreement);

(h) After giving effect to the consummation of the Third Amendment Transactions, the sum of (i) Undrawn Availability, calculated on a combined basis for all Borrowers (and, for the avoidance of doubt, calculated after giving effect to Special Reserve A and Special Reserve B) and reflected in a Borrowing Base Certificate (dated on or about the Third Amendment Closing Date, but in any event dated no earlier than the last day of the month preceding the Third Amendment Closing Date), which shall be in form and substance reasonably satisfactory to the Agent and delivered to the Agent on the Third Amendment Closing Date, plus (ii) the aggregate amount of unrestricted cash of all Borrowers, to the extent, in each case, that such cash is then on deposit in a demand deposit account maintained by the applicable Borrower with PNC Bank, National Association, shall be not less than $100,000,000 in the aggregate;

(i) The Intercreditor Agreement, which shall contain terms and conditions reasonably satisfactory to the Agent, shall have been executed and delivered by all parties thereto, and conformed in writing by all Loan Parties;

(j) The Agent shall have received payment, in cash, for the ratable benefit of the Lenders, of a non-refundable Closing Fee in the amount of $1,500,000 (less the balance, if any, of the $80,000 Commitment Fee, to the extent paid by the Borrowers to the Agent for the ratable benefit of the Lenders prior to the date of this Amendment), and the Borrowers hereby irrevocably authorize the Agent to charge the amount of such Closing Fee to the Borrowers’ Account in payment thereof;

(k) Receipt by Agent of an officer’s certificate for each Loan Party certifying as of the date hereof: (i) as true and correct a copy of resolutions in form and substance reasonably satisfactory to Agent adopted by the Board of Managers, Managing Member, or General Partner (as applicable) of such entity approving and authorizing the execution, delivery and performance by such entity of this Amendment and all other agreements, instruments or other documents required hereby, including without limitation the amended and restated Revolving Credit Note referenced in Section 3(b) hereof (collectively, the “ Amendment Documents ”) to which such entity is a party and of the transactions contemplated herein and therein, and also certifying that such resolutions are in full force and effect and have not be amended, modified, revoked or rescinded, (ii) that there have been no amendments, supplements, or other modifications to the certificate of limited partnership, certificate of formation, partnership agreement or operating agreement, as applicable, or other applicable documents relating to such entity’s formation or to the conduct of the business of such entity since the Closing Date and that the copies of such organizational documents of such entity delivered to Agents on such date as a part of the “officers certificate” are true, correct and complete copies of such organizational documents of such entity as currently in full force and effect on the date hereof (or, if any such amendments, supplements or modifications have been made since the Closing Date, attaching and certifying true, complete and correct copies of such organizational documents as in effect on the date hereof), and (iii) the names and signatures of the officers of such entity authorized to execute and deliver this Amendment and any Amendment Documents to which such entity is a party on behalf of such entity pursuant to the resolutions referenced in clause (i) above (and such certificate shall be countersigned by another applicable officer of such entity (or its general partner or managing member) certifying the name, office and signature of the officer of such entity (or its general partner or managing member) delivering such certificate);

(l) Receipt by Agent of a legal opinion from Schulte, Roth & Zabel LLP and local Pennsylvania counsel to Frac in form and substance satisfactory to Agent which shall cover such matters relating to the execution, delivery and enforceability of this Amendment and the other Amendment Documents (and of the Amended Credit Agreement) and otherwise complying with the requirements of Section 2.24 of the Credit Agreement in connection with an increase by a Lender of its Commitment Amount thereunder;

(m) All of the representations and warranties contained in this Amendment shall be true and correct in all material respects (except to the extent any such representation or warranty is already qualified as to materiality, Material Adverse Effect or similar language, in which case each such representation or warranty (after giving effect to any qualification therein) shall be true and correct in all respects) on and as of the date hereof; and

(n) No Default or Event of Default shall have occurred and be continuing on the date hereof.

4. Section Four . Trican Assets . For the avoidance of doubt, and notwithstanding anything to the contrary contained herein or in the Credit Agreement, none of the accounts receivable or inventory that constitute “Purchased Assets” under (and as such term is defined under) the Trican Purchase Agreement shall be considered or deemed to be Eligible Receivables or Eligible Inventory, respectively, or otherwise included in the Formula Amount, unless and

until (a) the Agent shall have conducted a filed examination review thereof and shall have determined in its sole discretion, exercised in a commercially reasonable manner, to include such accounts receivable or inventory, as the case may be, in the Formula Amount and (b) with respect to such Inventory, the Agent shall have received and reviewed to its reasonable satisfaction an appraisal report, such appraisal to be conducted by an appraiser satisfactory to the Agent and engaged by the Borrowers at their expense.

5. Section Five . Payment of Expenses . Borrowers shall pay or reimburse Agent for its reasonable and documented attorneys’ fees and expenses in connection with the preparation, negotiation and execution of this Amendment and the Amendment Documents provided for herein or related hereto (if any) (such fees and expenses, collectively, the “ Amendment Costs ”). Without limiting the generality of Section 2.2(a) of the Credit Agreement, Borrowers hereby authorize Agent to charge Borrowers’ Account with the amount of all Amendment Costs in satisfaction thereof, and requests that Lenders make one or more Revolving Advance(s) consisting of Domestic Rate Loan(s) on or after the date hereof in an aggregate amount equal to the total amount of all such Amendment Costs, and that Agent disburse the proceeds of such Revolving Advance(s) in satisfaction thereof.

6. Section Six . Reaffirmation of Liens . To secure the prompt payment and performance of the Obligations to Agent, Issuer and each Lender and each other holder of the Obligations, each Borrower hereby reconfirms its assignment, pledge and grant under the Credit Agreement and the other Credit Documents to Agent for its benefit and for the ratable benefit of each Lender, Issuer and each other holder of any of the Obligations of a continuing security interest in and to and Lien on all of its Collateral, whether now owned or existing or hereafter acquired or arising and wheresoever located. Without limiting the generality of any of the foregoing, to secure the prompt payment and performance to Agent and each Lender and each other holder of the Obligations, each Borrower hereby assigns, pledges and grants to Agent for its benefit and for the ratable benefit of each Lender a continuing security interest in and to and Lien on all of its ABL Equipment (including all ABL Equipment Spare Parts and all accessions (as defined in the Uniform Commercial Code) to the ABL Equipment) and all cash and non-cash proceeds thereof, whether now owned or existing or hereafter acquired or arising and wheresoever located. No Borrower has a commercial tort claim exceeding $500,000 as of the date hereof, except as set forth on Schedule 5.26 to the Credit Agreement. Each Borrower hereby confirms and agrees that all security interests and Liens granted under the Credit Documents to Agent, for its benefit and for the ratable benefit of each Lender, Issuer and each other holder of any of the Obligations, continue in full force and effect and shall continue to secure the Obligations. All Collateral remains free and clear of any Liens other than Permitted Encumbrances. Nothing herein contained is intended to impair or limit in any manner the validity, priority and extent of Agent’s security interest in and Liens upon the Collateral.

7. Section Seven . Reaffirmation of Existing Financing Agreements . Except as modified by the terms hereof, all of the terms and conditions of the Credit Documents are hereby reaffirmed and shall continue in full force and effect as therein written. All references to the Credit Agreement shall mean the Credit Agreement as modified by all amendments heretofore executed and delivered and by this Amendment. Borrowers hereby acknowledge and agree it shall be an Event of Default under the Credit Agreement if (i) any representation or warranty made by any Borrower under or in connection with this Amendment shall have been untrue, false or misleading in any material respect when made, or (ii) Borrower shall fail to perform or observe any term, covenant or agreement contained in this Amendment.

8. Section Eight . Ratifications of Guaranty by Keane Frac GP and Holdings . Holdings and Keane Frac GP, each in its capacity as a “Guarantor” under the Guaranty, each by its signature below:

(d) Hereby represents and warrants that each of the representations and warranties made by such Guarantor pursuant to the Guaranty and the Collateral Pledge

Agreement dated July 8, 2011 by Keane Frac GP in favor of PNC (the “ GP Pledge Agreement ”) are true and correct in all material respects on and as of the date hereof as if made on and as of the date hereof (except to the extent any such representation or warranty expressly relates only to any earlier and/or specified date, in which case such representation or warranty was materially true and correct in all respects on such date).

9. Section Nine. Confirmation of Indebtedness and Release . Each Borrower, and each Guarantor by its signature below, hereby acknowledges, confirms and agrees that all of the Obligations (whether representing outstanding principal, accrued and unpaid interest, accrued and unpaid fees or any other Obligations of any kind or nature) currently owing by Borrowers under the Credit Agreement and the other Credit Documents, as reflected in the books and records of Agent and Lenders as of the date hereof, are unconditionally owing from and payable by Borrowers, and that Borrowers are indebted (jointly and severally) to Agent and Lenders with respect thereto, all without any set-off, deduction, counterclaim or defense. Each Borrower, and each Guarantor by its signature below, hereby acknowledges and agrees that it has no actual or potential claim or cause of action against Agent or any Lender relating to this Amendment (or any Amendments Documents), the Credit Agreement or any other Credit Document (including the Guaranty and the GP Pledge Agreement) and/or the Obligations arising thereunder or related thereto, in any such case arising on or before the date hereof. As further consideration for the consents and amendments set forth herein, each Borrower, and each Guarantor, by its signature below, hereby waives and releases and forever discharges Agent and Lenders, and the officers, directors, attorneys, agents and employees of each, from any liability, damage, claim, loss or expense of any kind originating in whole or in part known to Borrowers or Guarantor on or before the date of this Amendment that any Borrower or Guarantor may now have against Agent or Lenders or any of them arising out of or relating to the Obligations, this Amendment, the Credit Agreement or the Other Documents.

10. Section Ten. Miscellaneous.

(a) No rights are intended to be created hereunder for the benefit of any third party, creditor or incidental beneficiary.

(b) The headings of any paragraph of this Amendment are for convenience only and shall not be used to interpret any provision hereof.

(c) No modification hereof or any agreement referred to herein shall be binding or enforceable unless in writing and signed on behalf of the party against whom enforcement is sought.

(e) This Amendment, and all matters relating hereto and arising herefrom, shall be governed by and construed in accordance with the laws of the State of New York applied to contracts to be performed wholly within the State of New York. The provisions of Section 16.1 of the Credit Agreement {agreements and consents to and waivers regarding jurisdiction, venue and service of process}, Section 16.5 of the Credit Agreement {indemnities}, Section 16.9 of the Credit Agreement {expenses}, Section 16.10 of the Credit Agreement {injunctive relief} and Article XII of the Credit Agreement {waivers ( specifically including waivers of rights to jury trial )} are hereby incorporated by reference. If any part of this Amendment is contrary to, prohibited by, or deemed invalid under Applicable Laws or regulations, such provision shall be inapplicable and deemed omitted to the extent so contrary, prohibited or invalid, but the remainder hereof shall not be invalidated thereby and shall be given effect so far as possible. This Amendment (and the other Amendment Documents, if any), together with the Credit Agreement and other Credit Documents (each as amended or modified hereby), represents the entire agreement of the parties hereto regarding the matters covered hereby and thereby.

[SIGNATURES APPEAR ON THE FOLLOWING PAGE]

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed and delivered by their duly authorized officers as of the date first above written.


KGH INTERMEDIATE HOLDCO I, LLC

By:		/s/ GREGORY POWELL
		Name: Gregory Powell Title: Vice President and Chief Financial Officer


KGH INTERMEDIATE HOLDCO II, LLC

By:		/s/ GREGORY POWELL
		Name: Gregory Powell Title: Vice President and Chief Financial Officer


KEANE FRAC, LP

By:		Keane Frac GP, LLC, its General Partner

By:		KGH Intermediate Holdco II, LLC, its Managing Member

By:		/s/ GREGORY POWELL
		Name: Gregory Powell Title: Vice President and Chief Financial Officer


KS DRILLING, LLC

By:		KGH Intermediate Holdco II, LLC, its Managing Member

By:		/s/ GREGORY POWELL
		Name: Gregory Powell Title: Vice President and Chief Financial Officer

[Signature Page to Third Amendment to Amended and Restated Revolving Credit and Security Agreement]


KEANE FRAC ND, LLC

By:		Keane Frac, LP, its Managing Member

By:		Keane Frac GP, LLC, its General Partner

By:		KGH Intermediate Holdco II, LLC, its Managing Member

By:		/s/ GREGORY POWELL
		Name: Gregory Powell Title: Vice President and Chief Financial Officer


KEANE FRAC TX, LLC

By:		/s/ GREGORY POWELL
		Name: Gregory Powell Title: Vice President


KEANE FRAC GP, LLC

By:		KGH Intermediate Holdco II, LLC, its Managing Member

By:		/s/ GREGORY POWELL
		Name: Gregory Powell Title: Vice President and Chief Financial Officer

[Signature Page to Third Amendment to Amended and Restated Revolving Credit and Security Agreement]


PNC BANK, NATIONAL ASSOCIATION, As sole Lender and as Agent

By:		/s/ EDWARD CHONKO
		Name: Edward Chonko Title: Senior Vice President

[Signature Page to Third Amendment to Amended and Restated Revolving Credit and Security Agreement]

EXHIBIT A

Amended Credit Agreement

[See Attached]

~~EXECUTION VERSION~~

EXHIBIT A

FORM OF AMENDED AND RESTATED REVOLVING CREDIT

AND

SECURITY AGREEMENT

PNC BANK, NATIONAL ASSOCIATION

(AS LENDER AND AS AGENT)

WITH

KGH INTERMEDIATE HOLDCO I, LLC

(HOLDINGS)

AND

KGH INTERMEDIATE HOLDCO II, LLC

KEANE FRAC, LP

KS DRILLING, LLC

KEANE FRAC ND, LLC

AND

KEANE FRAC TX, LLC

(BORROWERS)

August 8, 2014 , as amended by the First Amendment thereto, dated as of December 22,

2014, the Second Amendment thereto, dated as of April 7, 2015, and the Third Amendment

thereto, dated as of March 16, 2016

ChangePro Comparison of ABL and PNC - Exhibit A to Third Amendment 10/3/2016

TABLE OF CONTENTS


		Page
I. DEFINITIONS.			1

1.1.	Accounting Terms ..		1
1.2.	General Terms		2
1.3.	Uniform Commercial Code Terms .		45 48
1.4.	Certain Matters of Construction .		46 49

II. ADVANCES, PAYMENTS.			47 50

2.1.	Revolving Advances.		47 50
2.2.	Procedure for Revolving Advances Borrowing.		48 51
2.3.	Disbursement of Advance Proceeds 50 ..		53
2.4.	[ Reserved ] .		50 54
2.5.	Maximum Advances		50 54
2.6.	Repayment of Advances.		50 54
2.7.	Repayment of Excess Advances		51 54
2.8.	Statement of Account		51 55
2.9.	Letters of Credit		51 55
2.10.	Issuance of Letters of Credit.		52 55
2.11.	Requirements For Issuance of Letters of Credit.		52 56
2.12.	Disbursements, Reimbursement.		53 56
2.13.	Repayment of Participation Advances.		54 58
2.14.	Documentation		54 58
2.15.	Determination to Honor Drawing Request .		55 58
2.16.	Nature of Participation and Reimbursement Obligations		55 58
2.17.	Indemnity		56 60
2.18.	Liability for Acts and Omissions		57 60
2.19.	Additional Payments		58 61
2.20.	Manner of Borrowing and Payment.		58 61
2.21.	Mandatory Prepayments.		60 63
2.22.	Use of Proceeds.		60 63
2.23.	Defaulting Lender.		60 64
~~2.24.~~	~~Increase in Maximum Revolving Advance Amount.~~		61

III. INTEREST AND FEES.			64 65

3.1.	Interest		64 65
3.2.	Letter of Credit Fees.		64 65
3.3.	Closing Fee and Facility Fee.		65 66
3.4.	Collateral Evaluation Fee and Collateral Monitoring Fee.		66 67
3.5.	Computation of Interest and Fees		66 68
3.6.	Maximum Charges .		67 68
3.7.	Increased Costs		67 68
3.8.	Basis For Determining Interest Rate Inadequate or Unfair		67 69
3.9.	Capital Adequacy.		68 69

ChangePro Comparison of ABL and PNC - Exhibit A to Third Amendment 10/3/2016


3.10.	Gross Up for Taxes .	69 70
3.11.	Withholding Tax Exemption.	69 71

IV. COLLATERAL: GENERAL TERMS		71 72

4.1.	Security Interest in the Collateral	71 72
4.2.	Perfection of Security Interest	71 73
4.3.	Disposition of Collateral	72 73
4.4.	Preservation of Collateral	72 73
4.5.	Ownership of Collateral.	72 74
4.6.	Defense of Agent’s and Lenders’ Interests	73 75
4.7.	Books and Records	74 75
4.8.	Financial Disclosure	74 75
4.9.	Compliance with Laws .	74 76
4.10.	Inspection of Premises .	74 76
4.11.	Insurance .	75 76
4.12.	Failure to Pay Insurance	75 77
4.13.	Payment of Taxes .	75 77
4.14.	[Reserved].	76 77
4.15.	Receivables.	76 77
4.16.	Inventory	79 80
4.17.	Maintenance of Equipment	79 80
4.18.	Exculpation of Liability	79 81
4.19.	Environmental Matters.	80 81
4.20.	Financing Statements	82 83
4.21.	Appraisals	82 83
4.22.	Intercreditor Agreement	82 83

V. REPRESENTATIONS AND WARRANTIES.		82 84

5.1.	Authority	82 84
5.2.	Formation and Qualification.	83 84
5.3.	Survival of Representations and Warranties	83 85
5.4.	Tax Returns	83 85
5.5.	Financial Statements.	83 85
5.6.	Entity Names	84 86
5.7.	OSHA and Environmental Compliance.	84 86
5.8.	Solvency; No Litigation, Violation, Indebtedness or Default; ERISA Compliance.	85 87
5.9.	Patents, Trademarks, Copyrights and Licenses .	86 88
5.10.	Licenses and Permits	86 88
5.11.	No Default .	87 89
5.12.	No Burdensome Restrictions	87 89
5.13.	No Labor Disputes	87 89
5.14.	Margin Regulations	87 89
5.15.	Investment Company Act .	87 89
5.16.	Disclosure	87 89
5.17.	Swaps	87 89
5.18.	~~Conflicting Agreements 88~~ [Reserved]	90

ChangePro Comparison of ABL and PNC - Exhibit A to Third Amendment 10/3/2016


5.19.	Application of Certain Laws and Regulations	88 90
5.20.	Business and Property of Loan Parties	88 90
5.21.	Section 20 Subsidiaries .	88 90
5.22.	Anti-Terrorism Laws.	88 90
5.23.	Trading with the Enemy	89 91
5.24.	Federal Securities Laws	89 91
5.25.	Equity Interests	89 91
5.26.	Commercial Tort Claims	89 91
5.27.	Letter of Credit Rights	89 92
5.28.	Material Contracts	90 92

VI. AFFIRMATIVE COVENANTS.		90 92

6.1.	Payment of Fees	90 92
6.2.	Conduct of Business and Maintenance of Existence and Assets	90 92
6.3.	Violations	90 92
6.4.	[ Reserved ] .	90 92
6.5.	Financial Covenants .	91 93
6.6.	Execution of Supplemental Instruments .	91 93
6.7.	Payment of Indebtedness	91 93
6.8.	Standards of Financial Statements	91 93
6.9.	Federal Securities Laws	91 93
6.10.	Additional Guarantors; Further Assurances	91 93
6.11.	Designation of Subsidiaries .	91 94
6.12.	Keepwell	91 94
6.13.	Post-Closing Actions	92 94
6.14.	Minimum Cash Balance	95
6.15.	Interest Rate Hedge	95

VII. NEGATIVE COVENANTS.		92 95

7.1.	Merger, Consolidation, Acquisition and Sale of Assets.	92 95
7.2.	Creation of Liens	93 98
7.3.	Guarantees	93 98
7.4.	Investments .	93 98
7.5.	Loans	94 99
7.6.	~~[Reserved].~~ Subsidiaries and Joint Ventures	94 99
7.7.	Distributions	95 99
7.8.	Indebtedness	97 102
7.9.	Nature of Business	97 102
7.10.	Transactions with Affiliates	97 102
7.11.	~~[Reserved]~~ Amendment to Commercial Agreements	97 103
7.12.	Fiscal Year and Accounting Changes	98 103
7.13.	Pledge of Credit	98 103
7.14.	Amendment of Organizational Documents; Material Indebtedness.	98 103
7.15.	Compliance with ERISA	98 104
7.16.	Prepayment of Subordinated Indebtedness 98 ; Payments of Qualified Subordinated Indebtedness.	104
7.17.	Burdensome Agreements	99 105

ChangePro Comparison of ABL and PNC - Exhibit A to Third Amendment 10/3/2016

iii


7.18.	Anti-Terrorism Laws	~~100~~ 106
7.19.	Trading with the Enemy Act .	~~100~~ 107
7.20.	Note Debt and Term Loan Debt	~~101~~ 107
7.21.	Permitted Activities .	~~101~~ 107

VIII. CONDITIONS PRECEDENT.		~~102~~ 108

8.1.	Conditions to Initial Advances	~~102~~ 108
8.2.	Conditions to Each Advance	~~106~~ 112

IX. INFORMATION AS TO BORROWERS.		~~106~~ 112

9.1.	Disclosure of Material Matters	~~106~~ 112
9.2.	Schedules .	~~106~~ 113
9.3.	Environmental Reports .	~~107~~ 114
9.4.	Litigation	~~107~~ 114
9.5.	Material Occurrences; Material Contracts	~~108~~ 114
9.6.	Parent Financials .	~~108~~ 114
9.7.	Annual Financial Statements	~~108~~ 115
9.8.	Quarterly Financial Statements	~~109~~ 115
9.9.	Monthly Financial Statements	~~109~~ 115
9.10.	Other Reports	~~109~~ 116
9.11.	Additional Information	~~109~~ 116
9.12.	Projected Operating Budget	~~110~~ 116
9.13.	Variances From Operating Budget	~~110~~ 116
9.14.	Notice of Suits, Adverse Events	~~110~~ 117
9.15.	Unrestricted Subsidiaries	~~110~~ 117
9.16.	ERISA Notices and Requests	~~110~~ 117
9.17.	Additional Documents	~~111~~ 118

X. EVENTS OF DEFAULT.		~~111~~ 118

10.1.	Nonpayment	~~111~~ 118
10.2.	Breach of Representation	~~111~~ 118
10.3.	Financial and other Information	~~111~~ 118
10.4.	Judicial Actions	~~111~~ 118
10.5.	Noncompliance	~~112~~ 118
10.6.	Judgments	~~112~~ 119
10.7.	Bankruptcy	~~112~~ 119
10.8.	Inability to Pay	~~112~~ 119
10.9.	[Reserved].	~~112~~ 119
10.10.	Lien Priority	~~112~~ 119
10.11.	Cross Default	~~113~~ 119
10.12.	Termination of Guaranty or Guaranty Security Agreement	~~113~~ 120
10.13.	Change of Ownership .	~~113~~ 120
10.14.	Invalidity	~~113~~ 120
10.15.	[ Reserved ] ;	~~113~~ 120
10.16.	Seizures	~~113~~ 120
10.17.	~~[Reserved] 113~~ Governmental Bodies	120
10.18.	Pension Plans	~~113~~ 120

ChangePro Comparison of ABL and PNC - Exhibit A to Third Amendment 10/3/2016


10.19.	Anti-Money Laundering/International Trade Law Compliance .	~~113~~ 120

XI. LENDERS’ RIGHTS AND REMEDIES AFTER DEFAULT.		~~114~~ 120

11.1.	Rights and Remedies.	~~114~~ 120
11.2.	Agent’s Discretion	~~115~~ 122
11.3.	Setoff	~~115~~ 122
11.4.	Rights and Remedies not Exclusive	~~116~~ 122
11.5.	Equity Cure Right	~~116~~ 122
11.6.	Allocation of Payments After Event of Default	~~116~~ 123

XII. WAIVERS AND JUDICIAL PROCEEDINGS.		~~117~~ 124

12.1.	Waiver of Notice	~~117~~ 124
12.2.	Delay	~~118~~ 125
12.3.	Jury Waiver	~~118~~ 125

XIII. EFFECTIVE DATE AND TERMINATION.		~~118~~ 125

13.1.	Term.	~~118~~ 125
13.2.	Termination ~~118~~ ..	125

XIV. REGARDING AGENT.		~~119~~ 126

14.1.	Appointment	~~119~~ 126
14.2.	Nature of Duties	~~119~~ 126
14.3.	Lack of Reliance on Agent and Resignation	~~119~~ 126
14.4.	Certain Rights of Agent	~~120~~ 127
14.5.	Reliance	~~120~~ 127
14.6.	Notice of Default	~~120~~ 127
14.7.	Indemnification	~~121~~ 128
14.8.	Agent in its Individual Capacity	~~121~~ 128
14.9.	Delivery of Documents	~~121~~ 128
14.10.	Borrowers’ Undertaking to Agent	~~121~~ 128
14.11.	No Reliance on Agent’s Customer Identification Program	~~121~~ 128
14.12.	Other Agreements	~~122~~ 129

XV. BORROWING AGENCY.		~~122~~ 129

15.1.	Borrowing Agency Provisions .	~~122~~ 129
15.2.	Waiver of Subrogation	~~123~~ 130

XVI. MISCELLANEOUS.		~~123~~ 130

16.1.	Governing Law .	~~123~~ 130
16.2.	Entire Understanding.	~~123~~ 130
16.3.	Successors and Assigns; Participations; New Lenders.	~~126~~ 133
16.4.	Application of Payments	~~128~~ 135
16.5.	Indemnity	~~128~~ 135
16.6.	Notice	~~129~~ 136
16.7.	Survival .	~~131~~ 138
16.8.	Severability	~~131~~ 138
16.9.	Expenses	~~131~~ 138

ChangePro Comparison of ABL and PNC - Exhibit A to Third Amendment 10/3/2016


16.10.	Injunctive Relief	~~132~~ 139
16.11.	Consequential Damages	~~132~~ 139
16.12.	Captions	~~132~~ 139
16.13.	Counterparts; Facsimile Signatures	~~132~~ 139
16.14.	Construction .	~~132~~ 139
16.15.	Confidentiality; Sharing Information	~~132~~ 139
16.16.	Publicity	~~133~~ 140
16.17.	Certifications From Banks and Participants; USA PATRIOT Act.	~~133~~ 140
16.18.	Anti-Terrorism Laws.	~~134~~ 140
16.19.	Acknowledgement of Prior Obligations and Continuation Thereof	~~134~~ 141
16.20.	Intercreditor Agreement .	~~135~~ 141
16.21.	Payoff of Term Loans, Release of KGH and Partial Release of Collateral.	142

ChangePro Comparison of ABL and PNC - Exhibit A to Third Amendment 10/3/2016

LIST OF EXHIBITS AND SCHEDULES

Exhibits


Exhibit 1.2		Borrowing Base Certificate
Exhibit 1.2(a)		Compliance Certificate
Exhibit 1.2(b)		ABL Equipment
Exhibit 2.1(a)		Amended and Restated Note
Exhibit 2.24		Lender Joinder
Exhibit 5.5(b)		Financial Projections
Exhibit 8.1(g)		Financial Condition Certificate
Exhibit 16.3		Commitment Transfer Supplement

Schedules


Schedule 1.2		Permitted Encumbrances
Schedule 4.5		Equipment and Inventory Locations; Place of Business, Chief Executive Office, Real Property
Schedule 4.15(j)		Deposit and Investment Accounts
Schedule 5.1		Consents
Schedule 5.2(a)		States of Qualification and Good Standing
Schedule 5.2(b)		Subsidiaries
Schedule 5.4		Federal Tax Identification Number
Schedule 5.6		Prior Names
Schedule 5.8(b)		Litigation
Schedule 5.8(d)		Plans
Schedule 5.9		Intellectual Property
Schedule 5.10		Licenses and Permits
Schedule 5.25		Equity Interests
Schedule 5.26		Commercial Tort Claims
Schedule 5.27		Letter of Credit Rights
Schedule 5.28		Material Contracts
Schedule 6.13		Post-Closing Actions
Schedule 7.3		Guarantees
Schedule 7.4		Permitted Investments
Schedule 7.8		Indebtedness
Schedule 7.17		Existing Agreements

ChangePro Comparison of ABL and PNC - Exhibit A to Third Amendment 10/3/2016

vii

AMENDED AND RESTATED REVOLVING CREDIT

AND

SECURITY AGREEMENT

This Amended and Restated Revolving Credit and Security Agreement dated as of August 8, 2014 among KGH Intermediate Holdco I, LLC, a Delaware limited liability company (“ Holdings ”), KGH Intermediate Holdco II, LLC, a Delaware limited liability company (“ Intermediate Holdco II ” or a “ Borrower ”), KEANE FRAC, LP, a Pennsylvania limited partnership (“ Frac ” or a “ Borrower ”), KS DRILLING LLC, a Delaware limited liability company (“ Drilling ” or a “ Borrower ”), KEANE FRAC ND, LLC, a Delaware limited liability company (“ Frac ND ” or a “ Borrower ”), KEANE FRAC TX, LLC, a Delaware limited liability company (“ Keane Texas ” or a “ Borrower ”), each Person joined hereto as a borrower from time to time (each a “ Borrower ” and together with Intermediate Holdco I II , Frac, Drilling, Frac ND and Keane Texas collectively, the “ Borrowers ”), the financial institutions which are now or which hereafter become a party hereto (collectively, the “ Lenders ” and each individually a “ Lender ”) and PNC BANK, NATIONAL ASSOCIATION (“ PNC ”), as agent for Lenders (PNC, in such capacity, the “ Agent ”).

WHEREAS, the Borrowers are parties to that certain Revolving Credit, Term Loan and Security Agreement dated as of July 8, 2011 (as amended, supplemented or otherwise modified to date, the “ Original Agreement ”).

IN CONSIDERATION of the mutual covenants and undertakings herein contained, Borrowers, Lenders and Agent hereby agree as follows:

I.	DEFINITIONS.

1.1. Accounting Terms. As used in this Agreement, the Other Documents or any certificate, report or other document made or delivered pursuant to this Agreement or the Other Documents, accounting terms not defined in Section 1.2 or elsewhere in this Agreement and accounting terms partly defined in Section 1.2 to the extent not defined, shall have the respective meanings given to them under GAAP; provided, however , whenever such accounting terms are used for the purposes of determining compliance with financial covenants in this Agreement, such accounting terms shall be defined in accordance with GAAP as applied in preparation of the audited financial statements of KGH and its consolidated Subsidiaries, provided to Agent prior to the Closing Date for the fiscal year ended on or about December 31, 2013. If at any time any change in GAAP would affect the computation of any financial covenant or requirement set forth in the Loan Agreement or any Other Document, and Borrowing Agent, so requests, Agent and Borrowing Agent shall negotiate in good faith to amend such covenant or requirement to preserve the original intent thereof in light of such change in GAAP; provided that, until so amended, (a) such covenant or requirement will continue to be determined in accordance with GAAP prior to such change, and (b) Borrowers shall provide to Agent financial statements and other documents required under this Agreement or as reasonably requested by Agent setting forth a reconciliation between calculations of such covenant or requirement made both before and after giving effect to such change in GAAP.

ChangePro Comparison of ABL and PNC - Exhibit A to Third Amendment 10/3/2016

1.2. General Terms. For purposes of this Agreement the following terms shall have the following meanings:

“ABL Equipment” shall mean, collectively, all of the Equipment listed on Exhibit 1.2(b) to the Agreement (which such Exhibit 1.2(b) shall indicate, as to each such item of Equipment, whether such item of Equipment is “titled collateral” governed by a certificate of title statute in any applicable jurisdiction), together with all ABL Equipment Spare Parts and all accessions (as defined in the Uniform Commercial Code) thereto.

“ABL Equipment Amortization Amount” shall mean the amount equal to (x) the ABL Equipment Amount, divided by (y) the applicable number set forth in the ABL Equipment Notice.

“ABL Equipment Amount” shall have the meaning set forth in Section 2.1(a)(y)(iii) hereof.

“ABL Equipment Conditions” shall mean the following conditions: (i) the occurrence of each of the Coverage Threshold and the Coverage Threshold Date, (ii) the receipt and review by the Agent to its reasonable satisfaction of the Initial ABL Equipment Appraisal, (iii) the receipt by the Agent of a schedule of the Net Invoice Cost, such schedule to be prepared by the Borrowers in accordance with the definition of such term; and (iv) Liquidity, calculated on a pro forma basis (but without giving effect to the inclusion within the Formula Amount of any Eligible ABL Equipment) as of the date of the ABL Equipment Notice, shall be not less than $10,000,000.

“ABL Equipment Eligibility Period” shall mean the period so specified in the ABL Equipment Notice.

“ABL Equipment Formula Amount” shall have the meaning set forth in Section 2.1(a)(y)(iii) hereof.

“ABL Equipment Notice” shall mean a notice by the Agent to the Borrowers that (x) confirms that ABL Equipment Conditions have been satisfied and (y) sets forth (i) the ABL Equipment Eligibility Period, (ii) the Equipment NOLV Advance Rate and the Equipment Advance Rate (as such terms are defined in Section 2.1(a)(y)(iii) hereof) and (iii) the denominator in respect of the ABL Equipment Amortization Amount.

ChangePro Comparison of ABL and PNC - Exhibit A to Third Amendment 10/3/2016

“ABL Equipment Spare Parts” means (x) any and all spare parts actually used and installed in/incorporated into any ABL Equipment in connection with the repair or maintenance of such ABL Equipment, and (y) any and all spare parts purchased by any Credit Party for the specific purpose of being used and installed in/incorporated into any ABL Equipment in connection with the repair or maintenance of such ABL Equipment.