TERM LOAN AGREEMENT

Dated as of May 25, 2018

among

Keane Group, Inc.,
as the Parent

Keane Group Holdings, LLC,
as the Lead Borrower

The Subsidiary Guarantors Party Hereto

Barclays Bank PLC,
as Administrative Agent and Collateral Agent

The Lenders Party Hereto

Barclays Bank PLC,

JPMorgan Chase Bank, N.A.

and

Merrill Lynch, Pierce, Fenner & Smith Incorporated,

as Joint Lead Arrangers and Bookrunners

Citigroup Global Markets Inc.

and

Morgan Stanley Senior Funding, Inc.,
as Senior Managing Agents

and

The Bank of Nova Scotia

and

Stifel, Nicolaus & Company, Incorporated,

as Co-Managers

TABLE OF CONTENTS

    

EXHIBITS

TERM LOAN AGREEMENT

This TERM LOAN AGREEMENT (“ Agreement ”) is entered into as of May 25, 2018 among Keane Group Inc., a Delaware corporation (the “ Parent ”), Keane Group Holdings, LLC, a Delaware limited liability company (the “ Lead Borrower ”), each Person that becomes a Borrower hereunder in accordance with the terms hereof (together with the Lead Borrower, collectively, the “ Borrowers ”), the Guarantors, each lender from time to time party hereto (collectively, the “ Lenders ” and individually, a “ Lender ”) and Barclays Bank PLC, as Administrative Agent and Collateral Agent.

PRELIMINARY STATEMENTS

WHEREAS, the Borrowers and the Guarantors have requested that the Agents, Arrangers, Senior Managing Agents, Co-Managers and the Lenders enter into financing arrangements with the Borrowers pursuant to which Lenders may make loans to the Borrowers, with an initial term loan of $350,000,000 to be funded on the Effective Date (as hereinafter defined); and

WHEREAS, each Lender is willing to agree severally and not jointly to make such loans to the Borrowers on a pro rata basis according to such Lender’s Commitment as defined below on the terms and conditions set forth herein and in the other Loan Documents and the Agents, Arrangers, Senior Managing Agents and Co-Managers are willing to act as agents for the Lenders on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual conditions and agreements set forth herein, and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

ARTICAL I

DEFINITIONS AND ACCOUNTING TERMS

1.01      Defined Terms . As used in this Agreement, the following terms shall have the meanings set forth below:

“ ABL Administrative Agent ” means Bank of America, N.A., in its capacity as administrative agent under any of the loan documents under the ABL Credit Agreement, or any successor administrative agent thereunder.

“ ABL Agents ” means the ABL Administrative Agent and the ABL Collateral Agent.

“ ABL Collateral Agent ” means Bank of America, N.A., acting in such capacity under the ABL Credit Agreement for its own benefit and the benefit of the other credit parties thereunder, and its successors under the ABL Credit Agreement.

“ ABL Credit Agreement ” means that certain Asset-Based Revolving Credit Agreement, dated February 17, 2017, as amended and restated as of December 22, 2017, by and among the Parent, the Lead Borrower, the Persons named on Schedule 1.01A thereto, the guarantors, each lender from time to time party thereto and the ABL Agents (as in effect on the Effective Date and as the same may be subsequently amended, restated, refinanced, replaced, extended, renewed or restructured in accordance with the provisions hereof and the terms of the Intercredfitor Agreement).

“ ABL Event of Default ” means an “Event of Default” as defined in the ABL Credit Agreement.

“ ABL Facility ” means that credit facility made available to the Lead Borrower and certain of its Subsidiaries pursuant to the ABL Credit Agreement.

“ ABL Facility Documentation ” means the ABL Credit Agreement and all security agreements, guarantees, pledge agreements and other agreements or instruments executed in connection therewith, as the same may be amended, amended and restated, supplemented, waived or otherwise modified from time to time or refunded, refinanced, restructured, replaced, renewed, repaid, increased or extended from time to time in each case in accordance with the provisions hereof and the terms of the Intercreditor Agreement.

“ ABL Facility Indebtedness ” means (i) Indebtedness and other “Obligations” (as defined in the ABL Credit Agreement) of the Borrowers and the Guarantors outstanding under the ABL Facility Documentation, (ii) any Swap Contract (as defined in the ABL Credit Agreement) permitted pursuant to Article VII hereof that is entered into by and between a Borrower or any Guarantor and any Person that is a lender under the ABL Credit Agreement or an Affiliate of a lender under the ABL Credit Agreement at the time such Swap Contract is entered into, to the extent obligations of the Borrowers and Guarantors thereunder constitute “Obligations” (as defined in the ABL Credit Agreement) and (iii) any agreement with respect to Cash Management Services (as defined in the ABL Credit Agreement) permitted under Article VII hereof that is entered into by and between a Borrower or any Guarantor and any Person that is a lender under the ABL Credit Agreement or an Affiliate of a lender under the ABL Credit Agreement at the time such agreement is entered into, to the extent obligations of the Borrowers and Guarantors thereunder constitute “Obligations” (as defined in the ABL Credit Agreement).

“ ABL Priority Collateral ” has the meaning provided in the Intercreditor Agreement.

“ Accommodation Payment ” has the meaning provided in Section 10.20(d).

“ Account ” means “accounts” as defined in the UCC, and also means a right to payment of a monetary obligation whether or not constituting “accounts” as defined in the UCC, whether or not earned by performance, (a) for property that has been or is to be sold, leased, licensed, assigned, or otherwise disposed of, (b) for services rendered or to be rendered, or (c) arising out of the use of a credit or charge card or information contained on or for use with the card.

“ Acquisition ” means, with respect to any Person (a) a purchase of a Controlling interest in the Equity Interests of any other Person, (b) a purchase or other acquisition of all or substantially all of the assets or properties of another Person or of any business unit of another Person or (c) any merger or consolidation of such Person with any other Person or other transaction or series of transactions resulting in the acquisition of all or substantially all of the assets, or a Controlling interest in the Equity Interests, of any Person.

“ Additional Refinancing Lender ” means, at any time, any bank, financial institution or other institutional lender or investor (other than any such bank, financial institution or other institutional lender or investor that is a Lender at such time) that agrees to provide any portion of Refinancing Term Loans pursuant to a Refinancing Amendment in accordance with Section 2.17, provided that each Additional Refinancing Lender shall be subject to the approval of (i) the Administrative Agent, such approval not to

be unreasonably withheld or delayed, to the extent that such Additional Refinancing Lender is not then an Affiliate of a then existing Lender or an Approved Fund and (ii) the Lead Borrower.

“ Additional Term Incurrence Component ” has the meaning set forth in the definition of “Incremental Amount.”

“ Adjusted LIBOR Rate ” means, with respect to any LIBOR Borrowing for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of one percent (1%)) equal to the LIBOR Rate for such Interest Period multiplied by the Statutory Reserve Rate. The Adjusted LIBOR Rate will be adjusted automatically as to all LIBOR Borrowings then outstanding as of the effective date for the change in the Statutory Reserve Rate.

“ Administrative Agent ” means Barclays Bank PLC, in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent hereunder.

“ Administrative Agent’s Office ” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 10.02 , or such other address or account as the Administrative Agent may from time to time notify the Lead Borrower and the Lenders.

“ Administrative Questionnaire ” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

“ Affiliate ” means, with respect to any Person, (a) another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified, (b) any director, officer, managing member, partner, trustee, or beneficiary of that Person, and (c) any Person which beneficially owns or holds ten percent (10%) or more of any class of Voting Stock of such Person.

“ Affiliated Debt Fund ” means a Sponsor Affiliated Lender that is a bona fide diversified debt fund that is primarily engaged in, or advises funds or other investment vehicles that are engaged in, making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit or securities in the ordinary course.

“ Agency Fee Letter ” means the Agency Fee Letter, dated as of May 25, 2018, by and between the Administrative Agent and the Lead Borrower.

“ Agent(s) ” means, individually, the Administrative Agent and the Collateral Agent collectively means all of them.

“ Agent Parties ” has the meaning provided in Section 10.02(c).

“ Agreement ” means this Term Loan Agreement.

“ Allocable Amount ” has the meaning provided in Section 10.20(d).

“ Applicable ECF Percentage ” means, for any Excess Cash Flow Period, (a) 50% if the Total Net Leverage Ratio as of the last day of the applicable Excess Cash Flow Period is greater than 1.75:1.00, (b) 25% if the Total Net Leverage Ratio as of the last day of the applicable Excess Cash Flow Period is less than or equal to 1.75:1.00 but greater than 1.25:1:00 and (c) 0% if the Total Net Leverage Ratio as of the last day of the applicable Excess Cash Flow Period is less than or equal to 1.25:1.00.

“ Applicable Lenders ” means the Required Lenders, all affected Lenders, or all Lenders, as the context may require.

“ Applicable Margin ” means a percentage per annum equal to, with respect to the Initial Term Loans, ( i ) from the Effective Date until the first Business Day that immediately follows the date on which a Compliance Certificate is delivered pursuant to Section 6.02(d) in respect of the first full Fiscal Quarter ending after the Effective Date, 3.75% for LIBOR Rate Loans, and 2.75% for Base Rate Loans, and ( ii ) thereafter, the applicable percentage per annum set forth below, as determined by reference to the Total Net Leverage Ratio, as set forth in the most recent Compliance Certificate delivered to the Administrative Agent pursuant to Section 6.02(d) delivered concurrently with the financial statements referred to in Sections 6.01(a) or (b):

Any increase or decrease in the Applicable Margin resulting from a change in the Total Net Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(d) concurrently with the financial statements referred to in Sections 6.01(a) or (b); provided , however , that, at the option of the Required Lenders, “Pricing Level 5” shall apply without regard to the Total Net Leverage Ratio at any time after the date on which any annual or quarterly financial statements were required to have been delivered pursuant to Section 6.01(a) or Section 6.01(b) but were not, commencing with the first Business Day immediately following such date and continuing until the first Business Day immediately following the date on which such financial statements are delivered.

“ Approved Fund ” means any Fund that is administered, advised or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers, advises or manages any Fund that is a Lender.

“ Arranger ” means Barclays Bank PLC, JPMorgan Chase Bank, N.A. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, each in its capacity as joint lead arranger and bookrunner.

“ Assignee Group ” means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds administered, advised or managed by the same entity or entities that are Affiliates of one another.

“ Assignment and Assumption ” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 10.06(b)), and accepted by the Administrative Agent, in substantially the form of Exhibit D or any other form approved by the Administrative Agent.

“ Attributable Indebtedness ” means, on any date, in respect of any Capital Lease Obligation 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.

“ Audited Financial Statements ” means the audited consolidated financial statements of the Parent and its Subsidiaries as of and for the Fiscal Year ended December 31, 2017.

“ Bail-In Action ” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

“ Bail-In Legislation ” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

“ Bank Products ” means any services or facilities provided to any Loan Party or any of their Restricted Subsidiaries by any Agent, any Arranger, any Lender, or any of their respective Affiliates (or any Person that was an Agent, an Arranger, a Lender, or an Affiliate of an Agent, an Arranger or a Lender, at the time it entered into an agreement to provide such Bank Products or, with respect to agreements to provide Bank Products in effect on the Effective Date, on the Effective Date or in connection with the initial syndication of the Loans), including, without limitation, on account of (a) Swap Contracts and (b) purchase cards, but excluding Cash Management Services.

“ Base Rate ” means for any day a fluctuating rate per annum equal to the highest of (a) the rate of interest in effect for such day as publicly quoted from time to time by The Wall Street Journal as the “prime rate” in the United States (or, if The Wall Street Journal ceases quoting a base rate of the type described, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by the Administrative Agent) or any similar release by the Federal Reserve Board (as determined by the Administrative Agent)); (b) the Federal Funds Rate for such day, plus 0.50%; and (c) the LIBOR Rate for a one-month Interest Period plus 1.0%. Any change in The Wall Street Journal prime rate, the Federal Funds Rate or the LIBOR Rate, respectively, shall take effect at the opening of business on the day specified in the public announcement of such change.

“ Base Rate Loan ” means a Term Loan that bears interest based on the Base Rate.

“ Beneficial Ownership Certification ” means a certification regarding beneficial ownership required by the Beneficial Ownership Regulation, which certification shall be substantially similar in form and substance to the form of Certification Regarding Beneficial Owners of Legal Entity Customers published jointly, in May 2018, by the Loan Syndications and Trading Association and Securities Industry and Financial Markets Association.

“ Beneficial Ownership Regulation ” means 31 C.F.R. § 1010.230.

“ Benefit Plan ” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan.”

“ Board of Directors ” means, with respect to any Person, (a) in the case of any corporation, the board of directors of such Person, (b) in the case of any limited liability company, the board of managers or managing member of such Person, (c) in the case of any partnership, the Board of Directors of the general partner of such Person and (d) in any other case, the functional equivalent of the foregoing.

“ Borrower Materials ” has the meaning provided in Section 6.02.

“ Borrowers ” has the meaning provided in the introductory paragraph hereto. At the request of the Lead Borrower and, with the consent of the Administrative Agent, the Parent or any Restricted Subsidiary of the Parent that is a Domestic Subsidiary and a Guarantor may be designated as a Borrower, subject to (a) executing and delivering a joinder agreement to this Agreement and such other documents as the Administrative Agent reasonably requests in which case such Borrower shall be jointly and severally liable with the other Borrowers for all Obligations under this Agreement and (b) the Administrative Agent shall have received 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 USA PATRIOT Act and the Beneficial Ownership Regulation, reasonably requested by the Lenders.

“ Borrowing ” means a borrowing consisting of Term Loans of the same Type and currency and, in the case of LIBOR Rate Loans, having the same Interest Period made by each of the Lenders pursuant to Section 2.01.

“ Business Day ” means any day other than Saturday, Sunday, or other day on which commercial banks are authorized or required to close under the laws of, or are in fact closed in, the state where the Administrative Agent’s office is located, except that if determination of Business Day shall relate to any LIBOR Rate Loans the term Business Day shall also exclude any day on which banks are closed for dealings in dollar deposits in the London interbank market or other applicable LIBOR Rate market.

“ Capital Expenditures ” means, without duplication and with respect to the Keane Group for any period, all expenditures made (whether made in the form of cash or other property) or costs incurred for the acquisition or improvement of fixed or capital assets of the Keane Group (excluding normal replacements and maintenance which are properly charged to current operations), in each case that are (or should be) set forth as capital expenditures in a Consolidated statement of cash flows of the Keane Group for such period, in each case prepared in accordance with GAAP; provided that Capital Expenditures shall not include (a) expenditures by the Keane Group in connection with Permitted Acquisitions or any Acquisition or the RockPile Transaction, (b) any such expenditure made to restore, replace or rebuild property, to the extent such expenditure is made with (x) Net Proceeds from a Disposition or (y) insurance proceeds, condemnation awards or damage recovery proceeds relating to any such damage, loss, destruction or condemnation, (c) any such expenditure funded or financed with the proceeds of Permitted Indebtedness (other than any revolving indebtedness), equity or any capital contribution to the Keane Group, (d) any expenditures in connection with the purchase, construction or other acquisition of new fixed assets (other than any amounts used to maintain, repair, renew or replace fixed assets) and (e) with respect to any property, assets or business of any Person or of assets constituting a business unit, line of

business or division of any Person acquired by the Keane Group, any expenditures made therefor prior to the consummation of such acquisition by the Keane Group.

“ Capital Lease Obligation ” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance with GAAP.

“ Captive Insurance Subsidiary ” means any Restricted Subsidiary of the Parent that is subject to regulation as an insurance company (or any Subsidiary thereof).

“ Cash Management Services ” shall mean any cash management services or facilities provided to any Loan Party or any of their Restricted Subsidiaries by any Agent, any Arranger or any Lender or any of their respective Affiliates (or any Person that was an Agent, an Arranger, a Lender or an Affiliate of the Agent, an Arranger, or a Lender at the time it entered into an agreement to provide Cash Management Services), including, without limitation: (a) ACH transactions, (b) controlled disbursement services, or treasury, depository, overdraft, and electronic funds transfer services, (c) foreign exchange facilities, (d) credit card processing services, and (e) credit or debit cards.

“ Casualty Event ” means any event that gives rise to the receipt by the Parent or any of its Restricted Subsidiaries of any insurance proceeds or condemnation awards in respect of any assets or property thereof.

“ CFC ” means a “controlled foreign corporation” within the meaning of Section 957 of the Code.

“ Change in Law ” means the occurrence, after the Effective Date, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority or (c) the making or issuance of any request, guideline, directive or other published administrative guidance (whether or not having the force of law) by any Governmental Authority. It is understood and agreed that (i) the Dodd–Frank Wall Street Reform and Consumer Protection Act (Public Law 111-203, H.R. 4173), all Laws relating thereto and all interpretations and applications thereof and (ii) all requests, rules, guidelines 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, pursuant to Basel III, shall in each case, for the purpose of this Agreement, be deemed to be adopted subsequent to the Effective Date.

“ Change of Control ” means an event or series of events by which:

(a)    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) 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), other than any Permitted Holder, acquires directly or indirectly, in a single transaction or in a related series of 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), directly or indirectly (i) more than 50% of the total voting power of the voting Equity Interests of the Parent or (ii) more than 35% of the total voting power of the voting Equity Interests of the Parent and the percentage so held is greater than the percentage of the total voting power that is Controlled by the Permitted Holders;

(b)    the sale, lease, transfer, conveyance or other disposition (other than by way of merger, consolidation or other business combination transaction), in one or a series of related transactions, of all or substantially all of the assets of the Parent and its Restricted Subsidiaries taken as a whole to a Person, other than a Restricted Subsidiary or any Permitted Holder; or

(c)    subject to Section 7.04, the Parent ceasing to own, directly or indirectly, 100% of the total outstanding Equity Interests of any Borrower.

“ Class ,” when used in reference to (a) any Term Loan or Borrowing, refers to whether such Term Loan, or the Term Loan comprising such Borrowing, is an Initial Term Loan, Incremental Term Loan, Replacement Term Loan or Refinancing Term Loan of a given Refinancing Series, (b) any Commitment, refers to whether such Commitment is an Initial Term Commitment, Incremental Term Loan Commitment or Refinancing Term Commitment of a given Refinancing Series and (c) any Lender, refers to whether such Lender has a Term Loan or Commitment with respect to a particular Class of Term Loans or Commitments. Initial Term Commitments, Incremental Term Loan Commitments and Refinancing Term Commitments (and, in each case, the Term Loans made pursuant to such Commitments) that have different terms and conditions (including, without limitation, different maturity dates and/or interest rates) shall be construed to be in different Classes. Commitments (and, in each case, the Term Loans made pursuant to such Commitments) that have the same terms and conditions shall be construed to be in the same Class unless designated as a separate Class.

“ Closing Date Projections ” means the financial projections delivered by the Lead Borrower to the Administrative Agent on May 1, 2018.

“ Code ” means the Internal Revenue Code of 1986, as amended (unless as indicated otherwise).

“ Collateral ” means any and all “Collateral” as defined in any applicable Security Document and all other property that is or is intended under the terms of the Security Documents to be subject to Liens in favor of the Collateral Agent, which will exclude, for the avoidance of doubt, Excluded Property.

“ Collateral Agent ” means Barclays Bank PLC, acting in such capacity under this Agreement and the other Loan Documents for its own benefit and the benefit of the other Credit Parties, and its successors hereunder and thereunder.

“ Co-Managers ” means, collectively, The Bank of Nova Scotia and Stifel, Nicolaus & Company, Incorporated, each in its capacity as co-manager.

“ Commitment ” means an Incremental Term Loan Commitment, Initial Term Loan Commitment or Refinancing Term Commitment, as the context may require.

“ Committed Loan Notice ” means a written notice of (a) a Borrowing, (b) a Conversion of Term Loans from one Type to the other, or (c) a continuation of LIBOR Rate Loans, pursuant to Section 2.02(b), which shall be substantially in the form of Exhibit A or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Lead Borrower.

“ Compliance Certificate ” means a compliance certificate in the form of Exhibit B hereto.

“ Consolidated ” means, when used to modify a financial term, test, statement, or report of a Person, the application or preparation of such term, test, statement or report (as applicable) based upon the consolidation, in accordance with GAAP, of the financial condition or operating results of such Person and its Subsidiaries (but excluding, for all purposes other than delivery of financial statements, such Person’s Unrestricted Subsidiaries).

“ Consolidated EBITDA ” means, at any date of determination, an amount equal to the Consolidated Net Income of the Keane Group for the most recently completed Measurement Period plus, without duplication, to the extent the same was deducted in calculating such Consolidated Net Income:

(1)    Consolidated Taxes; plus

(2)    Consolidated Interest Charges; plus

(3)    Consolidated Non-cash Charges; plus

(4)    the amount of management, monitoring, consulting and advisory fees and related expenses paid to the Sponsor and its Affiliates (or any accruals relating to such fees and related expenses), without duplication of any accruals relating to such fees and related expenses to the extent such accruals were deducted in calculating Consolidated Net Income (and added back in calculating Consolidated EBITDA) for a prior Measurement Period, during such period to the extent otherwise permitted under Section 7.09; plus

(5)    the amount of costs, expenses and fees paid during such period in connection with (i) the Transactions and/or (ii) the RockPile Transaction; plus

(6)    any premiums, expenses, charges (other than Consolidated Non-cash Charges), earn-out and contingent consideration obligations (including to the extent accounted for as bonuses or otherwise) and adjustments thereof and purchase price adjustments related to any issuance or sale of Equity Interests, Investment, Acquisition, Disposition, recapitalization or the incurrence or permanent repayment or amendment of Indebtedness permitted to be incurred hereunder (including a refinancing thereof) (whether or not successful or meeting the dollar amount thresholds specified herein), including (i) such fees, expenses or charges related to the issuance of Indebtedness, and (ii) any amendment or other modification of this Agreement or other Indebtedness; plus

(7)    the amount of loss on sale of receivables and related assets to a Receivables Subsidiary in connection with a Qualified Receivables Financing; plus

(8)    any costs or expense incurred pursuant to any management equity plan or stock option plan or other management or employee benefit plan or agreement or any stock subscription or shareholder agreement; plus

(9)    the amount of any minority interest expense consisting of income of a Subsidiary attributable to minority equity interests of third parties in any non-wholly owned Subsidiary deducted in such period in calculating Consolidated Net Income, net of any cash distributions made to such third parties in such period; plus

(10)    the amount of “run-rate” cost savings, operating expense reductions, restructuring charges and expenses and cost-saving synergies projected by the Lead Borrower in

good faith to be realized, as a result of actions taken or expected to be taken, within 18 months of the end of such period (calculated on a pro forma basis as though such cost savings, operating expense reductions, restructuring charges and expenses and cost-saving synergies had been realized on the first day of such period), net of the amount of actual benefits realized during such period from such actions; provided that (1) such cost savings, operating expense reductions, restructuring charges and expenses and cost-saving synergies are reasonably identifiable and factually supportable, (2) no cost savings, operating expense reductions, restructuring charges and expenses and cost-saving synergies may be added pursuant to this clause (10) to the extent duplicative of any expenses or charges relating thereto that are either excluded in computing Consolidated Net Income or included (i.e., added back) in computing Consolidated EBITDA for such period, and (3) such adjustments may be incremental to (but not duplicative of) pro forma adjustments made pursuant to Section 1.06; plus

(11)    (i) acquisition, integration and divestiture costs, fleet commissioning costs, charges in connection with strategic initiatives, including transition charges and duplicative running and operating charges and signing, retention or completion bonuses and executive recruiting costs, and (ii) other than in the ordinary course of business, charges, payments, costs, fees, accruals and reserves from abandoned, closed or discontinued operations and excess costs, expenses, accruals and reserves for unutilized assets; plus

(12)    any expenses, charges or losses to the extent covered by insurance that are, directly or indirectly, reimbursed or reimbursable by a third party, and any expenses, charges or losses that are covered by indemnification or other reimbursement provisions in connection with any acquisition, investment or any sale, conveyance, transfer or other disposition of assets permitted under this Agreement, in each case to the extent the following conditions are satisfied: (i) a claim for reimbursement or indemnification is submitted or expected to be submitted within 360 days and (ii) the Lead Borrower in good faith expects to receive such reimbursement or indemnification within the next four Fiscal Quarters (with a corresponding deduction in any future calculation of Consolidated Net Income for any amount so excluded to the extent the proceeds of such reimbursement or indemnification are excluded but are not actually received within such four fiscal quarters (or such claim is not filed within such 360-day period));

less , without duplication, (i) non-cash income or gain increasing Consolidated Net Income for such period, excluding any such items to the extent they represent (1) the reversal in such period of an accrual of, or reserve for, potential cash expense in a prior period, (2) any non-cash gains with respect to cash actually received in a prior period to the extent such cash did not increase Consolidated Net Income in a prior period or (3) items representing ordinary course accruals of cash to be received in future periods; plus (ii) any net gain from discontinued operations or net gains from the disposal of discontinued operations to the extent increasing Consolidated Net Income.

In addition, to the extent not already included in the Consolidated Net Income of Keane Group, notwithstanding anything to the contrary in the foregoing, Consolidated EBITDA shall include the amount of net cash proceeds received by or contributed to the Parent and its Restricted Subsidiaries from business interruption insurance.

“ Consolidated Interest Charges ” means, for any Measurement Period, the sum of (a) all interest, premium payments, debt discount, fees, charges and related expenses in connection with borrowed money (including capitalized interest) or in connection with the deferred purchase price of assets, in each case to the extent treated as interest in accordance with GAAP, including, without limitation, all commissions,

discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing and net costs under Swap Contracts or agreements governing hedging obligations, but excluding any non-cash or deferred interest or Swap Contract or hedging obligation costs plus (b) the portion of rent expense with respect to such period under Capital Lease Obligations that is treated as interest in accordance with GAAP, in each case of or by the Keane Group for the most recently completed Measurement Period, all as determined on a Consolidated basis in accordance with GAAP.

“ Consolidated Net Income ” means, for any Measurement Period, the aggregate of the Net Income of the Keane Group for such period, determined on a Consolidated basis in accordance with GAAP; provided , however , that:

(1)    any net after-tax extraordinary, nonrecurring or unusual gains or losses shall be excluded;

(2)    the Net Income for such period shall not include the cumulative effect of a change in accounting principles during such period;

(3)    any net after-tax gains or losses (less all fees and expenses or charges relating thereto) attributable to business dispositions or asset dispositions other than in the ordinary course of business (as determined in good faith by the Lead Borrower) shall be excluded;

(4)    any net after-tax gains or losses (less all fees and expenses or charges relating thereto) attributable to the early extinguishment of indebtedness shall be excluded;

(5)    the Net Income for such period of any Person that is not a Subsidiary of such Person, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall be included only to the extent of the amount of dividends or distributions or other payments paid in cash (or to the extent converted into cash) to the referent Person or a Restricted Subsidiary thereof in respect of such period;

(6)    (a) the non-cash portion of “straight-line” rent expense shall be excluded and (b) the cash portion of “straight-line” rent expense which exceeds the amount expensed in respect of such rent expense shall be included;

(7)    unrealized gains and losses relating to hedging transactions and mark-to-market of Indebtedness denominated in foreign currencies resulting from the application of ASC 830 shall be excluded;

(8)    the income (or loss) of any non-consolidated entity during such Measurement Period in which any other Person has a joint interest shall be excluded, except to the extent of the amount of cash dividends or other distributions actually paid in cash to any of the Keane Group during such period; and

(9)    the income (or loss) of a Subsidiary during such Measurement Period and accrued prior to the date it becomes a Subsidiary of any of the Keane Group or is merged into or consolidated with any of the Keane Group or that Person’s assets are acquired by any of the Keane Group shall be excluded.

“ Consolidated Non-cash Charges ” means, for any Measurement Period, the aggregate depreciation, amortization, impairment, compensation, rent and other non-cash expenses of the Parent and

its Restricted Subsidiaries reducing Consolidated Net Income for such period on a Consolidated basis and otherwise determined in accordance with GAAP (including non-cash charges resulting from purchase accounting in connection with any Acquisition or Disposition that is consummated after the Effective Date), but excluding (a) any such charge which consists of or requires an accrual of, or cash reserve for, anticipated cash charges for any future period and (b) the non-cash impact of recording the change in fair value of any embedded derivatives under ASC 815 and related interpretations as a result of the terms of any agreement or instrument to which such Consolidated Non-cash Charges relate.

“ Consolidated Taxes ” means, with respect to the Parent and its Restricted Subsidiaries on a Consolidated basis for any period, provision for taxes based on income, profits or capital, including, without limitation, state franchise and similar taxes.

“ Consolidated Working Capital ” means, with respect to the Parent and its Restricted Subsidiaries on a Consolidated basis at any date of determination, Current Assets at such date of determination minus Current Liabilities at such date of determination; provided that, increases or decreases in Consolidated Working Capital shall be calculated without regard to any changes in Current Assets or Current Liabilities as a result of (a) any reclassification in accordance with GAAP of assets or liabilities, as applicable, between current and noncurrent or (b) the effects of purchase accounting.

“ Contractual Obligation ” means, as to any Person, any provision of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“ Contribution Indebtedness ” means Indebtedness, Disqualified Stock or Preferred Stock of Parent or any of its Subsidiaries in an aggregate principal amount not greater than the aggregate amount of cash contributions made to the capital of the Borrowers or the Guarantors, provided that:

(1) such Contribution Indebtedness shall be Indebtedness with a stated maturity later than the stated maturity of the Term Loans at such time, and

(2) such Contribution Indebtedness (a) is incurred within 210 days after the making of such cash contributions and (b) is so designated as Contribution Indebtedness.

“ Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “ Controlling ” and “ Controlled ” have meanings correlative thereto.

“ Convert ,” “ Conversion ” and “ Converted ” each refers to a conversion of Term Loans of one Type into Term Loans of the other Type.

“ Credit Agreement Refinancing Indebtedness ” means (a) Permitted First Priority Refinancing Debt, (b) Permitted Junior Priority Refinancing Debt or (c) Permitted Unsecured Refinancing Debt, in each case, issued, incurred or otherwise obtained (including by means of the extension or renewal of existing Indebtedness) in exchange for, or to extend, renew, replace, repurchase, retire or refinance, in whole or part, existing Term Loans, or any then-existing Credit Agreement Refinancing Indebtedness (“ Refinanced Debt ”); provided that (i) such Indebtedness has a maturity no earlier than 91 days after the Latest Maturity Date at the time such Indebtedness is incurred and such Indebtedness shall not have a Weighted Average Life to Maturity shorter than the Weighted Average Life to Maturity of the Refinanced Debt at the time such Indebtedness is incurred, (ii) such Indebtedness shall not have a greater principal amount (or accreted value, if applicable) than the principal amount (or accreted value, if applicable) of the Refinanced Debt plus accrued interest, fees, premiums (if any) and penalties thereon and reasonable fees

and expenses associated with the refinancing, (iii) the terms and conditions of such Indebtedness (except as otherwise provided in clauses (i) and (ii) above and with respect to pricing, rate floors, discounts, premiums and optional prepayment or redemption terms) are substantially identical to, or (taken as a whole) are no more favorable to the lenders or holders providing such Indebtedness than, those applicable to the Refinanced Debt (except for covenants or other provisions applicable only to periods after the Latest Maturity Date at the time of incurrence of such Indebtedness) ( provided that a certificate of a Responsible Officer delivered to the Administrative Agent at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness and drafts of the documentation relating thereto, stating that the Lead Borrower has determined in good faith that such terms and conditions satisfy the requirement of this clause (iii) shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent notifies the Lead Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)), and (iv) such Refinanced Debt shall be repaid, repurchased, retired, defeased or satisfied and discharged, and all accrued interest, fees, premiums (if any) and penalties in connection therewith shall be paid, on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained.

“ Credit Party ” or “ Credit Parties ” means (a) individually, (i) each Lender, (ii) any Agent, any Arranger, any Lender, or any of their respective Affiliates which provides Bank Products or Cash Management Services to the Loan Parties or any of their Restricted Subsidiaries, (iii) each Agent, (iv) each beneficiary of each indemnification obligation undertaken by any Loan Party under any Loan Document, (v) any other Person to whom Obligations under this Agreement and other Loan Documents are owing, and (vi) the successors and assigns of each of the foregoing, and (b) collectively, all of the foregoing.

“ Cumulative Credit ” means, at any date, an amount, not less than zero in the aggregate, determined on a cumulative basis equal to, without duplication:

(a)     $25,000,000; plus

(b)     50% of Consolidated Net Income (which shall not be less than zero) for the period (treated as one accounting period) from April 1, 2018 to the end of the most recent Measurement Period (this clause (b), the “ Net Income Grower Amount ”); plus

(c)    the cumulative amount of cash and Cash Equivalent proceeds received by the Loan Parties from (i) the issuance or other sale of Qualified Capital Stock of the Parent or of any direct or indirect parent thereof during the period from and after the Effective Date through and including the applicable date (including upon exercise of warrants or options) (other than any amount used pursuant to clause (8) of the definition of “Consolidated EBITDA”, proceeds used pursuant to Section 7.06(d) or 7.06(f), Excluded Contributions and proceeds used pursuant to Section 7.07(f)) which proceeds have been contributed as common equity to the capital of the Parent and (ii) Indebtedness incurred during the period from and after the Effective Date through and including the applicable date of the Parent or any Restricted Subsidiary of the Parent owed to a Person other than a Loan Party or a Restricted Subsidiary of a Loan Party that is converted to Qualified Capital Stock of the Parent or of any direct or indirect parent thereof (other than any amount used pursuant to clause (8) of the definition of “Consolidated EBITDA” or proceeds used pursuant to Section 7.06(d)); plus

(d)    100% of the aggregate amount of contributions to the common capital of the Keane Group (other than from a Restricted Subsidiary) received in cash and Cash Equivalents during the period from and after the Effective Date through and including the applicable date (other than any amount used pursuant to clause (8) of the definition of “Consolidated EBITDA” or proceeds used pursuant to Section 7.06(d)); plus

(e)    without duplication of any amounts that otherwise increased the amount available for Investments pursuant to Section 7.02, 100% of the aggregate amount received by the Keane Group in cash and Cash Equivalents from:

(A)    the sale (other than to the Keane Group) of any Equity Interests of an Unrestricted Subsidiary or any minority Investments, or

(B)    any dividend or other distribution by an Unrestricted Subsidiary or received in respect of any minority Investments, or

(C)    any interest, returns of principal, repayments and similar payments by such Unrestricted Subsidiary or received in respect of any minority Investments,

in the case of clauses (A), (B), and (C), to the extent that the Investment corresponding to the designation of such Subsidiary as an Unrestricted Subsidiary or any subsequent Investment in such Unrestricted Subsidiary or minority Investment, as applicable, was made in reliance on the Cumulative Credit pursuant to clause (cc) of the definition of “Permitted Investments”; plus

(f)    in the event any Unrestricted Subsidiary has been re-designated as a Restricted Subsidiary or has been merged, consolidated or amalgamated with or into, or transfers or conveys its assets to, or is liquidated into, the Parent or a Restricted Subsidiary, the fair market value of the Investments of the Parent and the Restricted Subsidiaries in such Unrestricted Subsidiary at the time of such redesignation, combination or transfer (or of the assets transferred or conveyed, as applicable) so long as such Investments were originally made pursuant to clause (cc) of the definition of “Permitted Investments”; plus

(g)    an amount equal to any returns in cash and Cash Equivalents (including dividends, interest, distributions, returns of principal, proceeds of sale, repayments, income and similar amounts) actually received by the Parent or any Restricted Subsidiary in respect of any Investments made pursuant to clause (cc) of the definition of “Permitted Investments”; plus

(h)    an amount, not less than zero in the aggregate, determined on a cumulative basis equal to the aggregate cumulative sum of the Retained Disposition Amounts with respect to all Dispositions after the Effective Date and prior to such date; plus

(i)    the aggregate amount of Retained Declined Proceeds retained by the Borrowers during the period from and including the Effective Date through and including the applicable date; minus

(j)    any amount of the Cumulative Credit used to make Investments pursuant to clause (cc) of the definition of “Permitted Investments” after the Effective Date and prior to such time; minus

(k)    any amount of the Cumulative Credit used to make Restricted Payments pursuant to Section 7.06(k) after the Effective Date and prior to such time; minus

(l)    any amount of the Cumulative Credit used to make payments or distributions in respect of Indebtedness pursuant to Section 7.07(i)(z) after the Effective Date and prior to such time.

“ Current Assets ” means, with respect to the Parent and its Restricted Subsidiaries on a Consolidated basis at any date of determination, all assets (other than cash and Cash Equivalents) that would, in accordance with GAAP, be classified on a consolidated balance sheet of the Parent and its Restricted Subsidiaries as current assets at such date of determination, other than amounts related to current or deferred Taxes based on income or profits (but excluding assets held for sale, loans (permitted) to third parties, Pension Plan assets, deferred bank fees and derivative financial instruments).

“ Current Liabilities ” means, with respect to the Parent and its Restricted Subsidiaries on a Consolidated basis at any date of determination, all liabilities that would, in accordance with GAAP, be classified on a consolidated balance sheet of the Parent and its Restricted Subsidiaries as current liabilities at such date of determination, other than (a) the current portion of any Indebtedness, (b) the current portion of interest, (c) accruals for current or deferred Taxes based on income or profits, (d) accruals of any costs or expenses related to restructuring reserves and (e) deferred revenue.

“ Customer ” means the account debtor with respect to any Account 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.

“ Debtor Relief Laws ” means 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.

“ Default ” means any event or condition that, with the giving of any notice or passage of time or both would constitute an Event of Default.

“ Default Rate ” means an interest rate equal to (a) the Base Rate plus (b) the Applicable Margin, if any, applicable to Base Rate Loans, plus (c) 2% per annum ; provided , however , that with respect to a LIBOR Rate Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Margin) otherwise applicable to such Term Loan plus 2% per annum .

“ Defaulting Lender ” means any Lender that, as determined by the Administrative Agent, (a) has failed to fund any portion of the Term Loans within two Business Days of the date required to be funded by it hereunder unless such Lender notifies the Administrative Agent and the Lead Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, (b) has notified any Borrower or the Administrative Agent that it does not intend to comply with its funding obligations or has made a public statement to that effect with respect to its funding obligations hereunder (unless such writing or public statement relates to such Lender’s obligation to fund a Term Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be

satisfied) or generally under other agreements in which it commits to extend credit, (c) has otherwise failed to pay over to the Administrative Agent or any Lender any other amount required to be paid by it hereunder within two Business Days of the date when due (other than as a result of a good faith dispute), or (d) has, or has a direct or indirect parent company that has, (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, (iii) taken any action in furtherance of, or indicated its consent to, approval of or acquiescence in any such proceeding or appointment or (iv) become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority.

“ Designated Jurisdiction ” means any country or territory to the extent that such country or territory itself is the subject or target of comprehensive Sanctions.

“ Designated Non-Cash Consideration ” means the Fair Market Value of non-cash consideration received by the Parent or one of its Restricted Subsidiaries in connection with a Disposition that is so designated as Designated Non-Cash Consideration pursuant to an officer’s certificate of a Responsible Officer of the Lead Borrower, setting forth the basis of such valuation, less the amount of cash or Cash Equivalents received in connection with a subsequent payment, redemption, retirement, sale or other disposition of such Designated Non-Cash Consideration. A particular item of Designated Non-Cash Consideration will no longer be considered to be outstanding when and to the extent it has been paid, redeemed or otherwise retired or sold or otherwise disposed of in compliance with Section 7.05.

“ Designated Transaction ” means any Acquisition or similar Investment by the Parent or its Restricted Subsidiaries of any assets, business or person permitted to be acquired by this Agreement, the consummation of which is not conditioned on the availability of, or on obtaining third party financing.

“ Discharge of ABL Obligations ” has the meaning provided in the Intercreditor Agreement.

“ Disposition ” or “ Dispose ” means the sale, transfer, assignment, exclusive license, lease or other disposition (including any sale and leaseback transaction) (whether in one transaction or in a series of transactions) of any property by any Person, including (i) any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith and (ii) any sale, transfer, assignment, or other disposition of any Equity Interests of another Person, but, for the avoidance of doubt, not the issuance by such Person of its Equity Interests.

“ Disqualified Institution ” means any Person (a) that has been separately identified in writing by the Lead Borrower to the Administrative Agent prior to the date of this Agreement, (b) competitors of the Parent and its Subsidiaries that are separately identified in writing by the Lead Borrower to the Administrative Agent from time to time (which list of competitors may be supplemented by the Lead Borrower from time to time pursuant to a written notice to the Administrative Agent), and (c) in the case of each of clauses (a) and (b), any such Person’s Affiliates that are either (x) identified in writing by the Lead Borrower to the Administrative Agent from time to time or (y) readily identifiable solely on the basis of such Affiliate’s name; provided that no additions to the list of Disqualified Institutions provided by the Lead Borrower after the date of this Agreement shall apply retroactively to disqualify any parties that have previously acquired an assignment or participation interest.

“ Disqualified Stock ” means any Equity Interest that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case at the option of the holder

thereof), or upon the happening of any event, matures or is mandatorily redeemable (other than solely for Equity Interests that do not constitute Disqualified Stock), pursuant to a sinking fund obligation or otherwise, or redeemable (other than solely for Equity Interests that do not constitute Disqualified Stock) at the option of the holder thereof, in whole or in part, in each case, on or prior to the date that is 91 days after the date set forth in the definition of “Maturity Date”; provided , however , that (a) only the portion of such Equity Interests which so matures or is mandatorily redeemable, is so convertible or exchangeable or is so redeemable at the option of the holder thereof prior to such date shall be deemed to be Disqualified Stock and (b) with respect to any Equity Interests issued to any employee or to any plan for the benefit of employees of the Parent or its Subsidiaries or by any such plan to such employees, such Equity Interest shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Parent or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s termination, resignation, death or disability and if any class of Equity Interest of such Person by its terms authorizes such Person to satisfy its obligations thereunder by delivery of an Equity Interest that is not Disqualified Stock, such Equity Interests shall not be deemed to be Disqualified Stock. Notwithstanding the preceding sentence, any Equity Interest that would constitute Disqualified Stock solely because the holders thereof have the right to require the Parent or its Subsidiaries to repurchase such Equity Interest upon the occurrence of a change of control or an asset sale shall not constitute Disqualified Stock.

“ Dollars ” and “ $ ” mean lawful money of the United States.

“ Domestic Subsidiary ” means any Subsidiary of a Borrower that is organized under the Laws of the United States, any state thereof or the District of Columbia.

“ Earn-Out Obligations ” means, with respect to any acquisition, all obligations of any Loan Party or any Restricted Subsidiary thereof to make any cash earn-out payment, performance payment or similar obligation that is payable only in the event certain future performance goals are achieved with respect to the assets or business acquired pursuant to the documentation relating to such acquisition, but excluding any working capital adjustments, indemnity obligations or payments for services or licenses provided by such sellers in such acquisition.

“ EEA Financial Institution ” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a Subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“ EEA Member Country ” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“ EEA Resolution Authority ” means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“ Effective Date ” means the date on which the conditions precedent set forth in Section 4.01 of this Agreement are satisfied (or waived by the Administrative Agent and the Lenders holding Initial Term Commitments).

“ Effective Yield ” means, as to any Term Loans of any Class, the effective yield on such Term Loans, taking into account the applicable interest rate margins, any interest rate floors or similar devices and all fees, including upfront or similar fees or original issue discount (amortized over the original stated life of such Term Loans) payable generally to Lenders making such Term Loans, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared ratably with all relevant Lenders and consent fees paid generally to consenting Lenders.

“ Eligible Assignee ” means, subject to Section 10.06(b) hereof, (a) a Credit Party or any of its Affiliates; (b) an Approved Fund; and (c) any other Person (other than a natural person) approved by the Administrative Agent, provided that notwithstanding the foregoing, “Eligible Assignee” shall not include a Loan Party (other than the Parent), any of the Loan Parties’ Subsidiaries or any Disqualified Institution, provided further that the Administrative Agent shall have the right, and the Lead Borrower hereby expressly authorizes the Administrative Agent, to provide the list of Disqualified Institutions to any Lender upon request, provided further that, notwithstanding the foregoing, no Sponsor Affiliated Lender (other than an Affiliated Debt Fund) shall be considered an Eligible Assignee if, after giving effect to any assignment, Sponsor Affiliated Lenders (other than Affiliated Debt Funds) would hold, in the aggregate, more than thirty percent (30%) of the Obligations; provided further that, notwithstanding the foregoing, any Term Loans purchased by, assigned to, other otherwise acquired by the Parent shall be deemed immediately and automatically cancelled without further action by any Person and will thereafter no longer be outstanding for any purpose hereunder.

“ Engagement Letter ” means the Engagement Letter, dated as of May 7, 2018, by and among the Arrangers, Senior Managing Agents, Co-Managers and the Parent.

“ Environment ” means ambient air, indoor air, surface water, groundwater, drinking water, land surface, sediments, and subsurface strata & natural resources such as wetlands, flora and fauna.

“ Environmental Laws ” means any and all applicable Federal, state, local, and foreign statutes, laws, rule of common law, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution, the protection of the environment or the release of any materials into the Environment, including those related to Hazardous Materials, air emissions and waste water discharges.

“ Environmental Liability ” means any liability, obligation, damage, loss, claim, action, suit, judgment, order, fine, penalty, fee, expense, or cost, contingent or otherwise (including any liability for damages, natural resource damages, costs of environmental remediation, regulatory oversight fees, fines, penalties or indemnities), of any Loan Party or any of their respective Subsidiaries resulting from or based upon (a) any actual or alleged violation of any Environmental Law, (b) the generation, use, handling, transportation, storage or treatment of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the Release or threatened Release of any Hazardous Materials into the Environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“ Equipment ” has the meaning set forth in the UCC.

“ Equity Interests ” means, with respect to any Person, all of the shares of capital stock of (or other ownership interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership

interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder.

“ ERISA Affiliate ” means any trade or business (whether or not incorporated) under common control with the Parent within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).

“ ERISA Event ” means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by the Parent or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by a Borrower or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is insolvent or in reorganization (within the meaning of Title IV of ERISA); (d) the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under Sections 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; (f) with respect to a Pension Plan, a failure to satisfy the minimum funding standard under Section 412 of the Code or Section 302 of ERISA, whether or not waived, a failure to make by its due date a required installment under Section 430(j) of the Code with respect to a Pension Plan or a failure to make a required contribution to a Multiemployer Plan; (g) a determination that a Pension Plan is, or is expected to be, in “at-risk” status (as defined in Section 430(i)(4) of the Code or Section 303(i)(4) of ERISA); or (h) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon a Borrower or any ERISA Affiliate.

“ EU Bail-In Legislation Schedule ” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

“ Event of Default ” has the meaning specified in Section 8.01. An Event of Default shall be deemed to be continuing unless and until that Event of Default has been duly waived as provided in Section 10.01 hereof or cured with the consent of the Required Lenders.

“ Excess Cash Flow ” means, for any period, an amount equal to:

(a)    the sum, without duplication, of

(i)     Consolidated Net Income for such period,

(ii)     an amount equal to the amount of (x) all Consolidated Non-cash Charges to the extent deducted in arriving at such Consolidated Net Income and (y) all cash income or gains excluded pursuant to clauses (1), (2), (4), (5), (6), and (8) of the definition of “Consolidated Net Income”; provided that such cash income or gains shall not be included to the extent any amounts are in respect of proceeds of insurance, judgment or settlement or any purchase price adjustment in respect of an acquisition or disposition,

(iii)     decreases in Consolidated Working Capital of the Parent and its Restricted Subsidiaries for such period (other than any such decreases arising from Acquisitions or Dispositions by the Parent and its Restricted Subsidiaries completed during such period), and

(iv)     an amount equal to the aggregate net non-cash loss on Dispositions by the Parent and its Restricted Subsidiaries during such period (other than sales in the ordinary course of business) to the extent deducted in arriving at such Consolidated Net Income minus

(b)    the sum, without duplication, of

(i)     an amount equal to the amount of all non-cash credits included in arriving at such Consolidated Net Income and cash charges excluded pursuant to clauses (1) through (9) of the definition of “Consolidated Net Income”,

(ii)     without duplication of amounts deducted pursuant to clause (xi) below in prior Fiscal Years, the amount of Capital Expenditures (without giving effect to the proviso in such definition) or Acquisitions accrued or made in cash during such period, in each case to the extent not financed with Indebtedness (other than revolving loans),

(iii)     the aggregate amount of all principal payments (including cash collateralization) of Indebtedness of the Parent or its Restricted Subsidiaries (including (x) the principal component of payments in respect of Capital Lease Obligations and (y) the amount of any scheduled repayment of Term Loans pursuant to Section 2.07 and any mandatory prepayment of Term Loans pursuant to Section 2.05(b)(ii) to the extent required due to a Disposition that resulted in an increase to Consolidated Net Income and not in excess of the amount of such increase, but excluding all other voluntary and mandatory prepayments of Indebtedness), in each case paid in cash in such period, to the extent permitted to be made under Section 7.07 and not financed with Indebtedness (other than revolving loans),

(iv)     an amount equal to the aggregate net non-cash gain on Dispositions by the Parent and its Restricted Subsidiaries during such period (other than Dispositions in the ordinary course of business) to the extent included in arriving at such Consolidated Net Income,

(v)     increases in Consolidated Working Capital of the Parent and its Restricted Subsidiaries for such period (other than any such increases arising from Acquisitions or Dispositions by the Parent and its Restricted Subsidiaries during such period),

(vi)     scheduled cash payments (including cash collateralization) by the Parent and its Restricted Subsidiaries made during such period in respect of long-term liabilities of the Parent and its Restricted Subsidiaries other than Indebtedness, to the extent not financed with Indebtedness (other than revolving loans),

(vii)     without duplication of amounts deducted pursuant to clause (xi) below in prior Fiscal Years, the amount of Investments and Acquisitions made during such period by the Parent and its Restricted Subsidiaries on a Consolidated basis pursuant to Section

7.02, and (to the extent not deducted in calculating such Consolidated Net Income) any expense for deferred compensation and bonuses, deferred purchase price or Earn-Out Obligations paid in cash in connection with any such Investments or Acquisitions, in each case to the extent not financed with Indebtedness (other than revolving loans),

(viii)     the amount of Restricted Payments paid during such period pursuant to Sections 7.06(d) and (g), to the extent not financed with Indebtedness (other than revolving loans),

(ix)     the aggregate amount of expenditures actually made by the Parent and its Restricted Subsidiaries during such period (including expenditures for the payment of financing fees) to the extent that such expenditures (A) are not expensed during such period, (B) are not deducted in calculating such Consolidated Net Income, (C) are not financed with Indebtedness (other than revolving loans), and (D) are permitted under this Agreement,

(x)     the aggregate amount of any premium, make-whole or penalty payments actually paid in cash by the Parent and its Restricted Subsidiaries during such period that are required to be made in connection with any prepayment of Indebtedness permitted hereunder, to the extent not financed with Indebtedness (other than revolving loans),

(xi)     without duplication of amounts deducted from Excess Cash Flow in prior periods, the aggregate consideration including related fees and expenses required to be paid in cash during such period by the Parent and its Restricted Subsidiaries pursuant to binding contracts or executed letters of intent (the “ Contract Consideration ”) entered into prior to or during such period relating to Acquisitions and Investments permitted pursuant to Section 7.02, Capital Expenditures or acquisitions of intellectual property to be consummated or made during such period to the extent not expensed, plus any restructuring cash expenses, pension payments or tax contingency payments paid in cash during such period that have been added to Excess Cash Flow pursuant to clause (a)(ii) above required to be made, in each case during the period of four consecutive fiscal quarters of the Parent following the end of such period, to the extent not financed with Indebtedness (other than revolving loans),

(xii)     the amount of cash taxes paid in such period to the extent they exceed the amount of tax expense deducted in determining Consolidated Net Income for such period,

(xiii)      cash expenditures in respect of Swap Contracts (including cash collateralization thereof) during such Fiscal Year to the extent not deducted in calculating such Consolidated Net Income, and

(xiv)     any payment of cash to be amortized or expensed over a future period and recorded as a long-term asset to the extent not deducted in arriving at such Consolidated Net Income.

Notwithstanding anything in the definition of any term used in the definition of “Excess Cash Flow” to the contrary, all components of Excess Cash Flow shall be computed for the Parent and its Restricted Subsidiaries on a Consolidated basis.

“ Excess Cash Flow Period ” means each Fiscal Year of the Parent commencing with and including Fiscal Year 2019.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

“ Excluded Contributions ” means the net cash proceeds, property or assets received by the Loan Parties or their respective Restricted Subsidiaries from contributions to, or the issuance or other sale (other than to a Restricted Subsidiary of the Parent or to the Parent’s or a Restricted Subsidiary’s management equity plan or stock option plan or any other management or employee benefit plan or agreement) of, the common equity capital of the Parent after the Effective Date.

“ Excluded Information ” means information regarding the Loan Parties that may be material to a decision made by a Lender to participate in any assignment to a Sponsor Affiliated Lender, including any information that is (a) not publicly available, (b) material with respect to the Loan Parties or their respective securities for the purpose of U.S. federal and state securities laws and (c) not of a type that would be publicly disclosed in connection with any issuance by any Loan Party of debt or equity securities issued pursuant to a public offering, a Rule 144A offering or other private placement where administered by a placement agent.

“ Excluded Property ” has the meaning ascribed to such term in the Security Agreement.

“ Excluded Subsidiary ” means (a) at the Lead Borrower’s option, any Subsidiary that is not a direct or indirect wholly owned Subsidiary of the Parent, (b) any Captive Insurance Subsidiary, (c) any Foreign Subsidiary or any Domestic Subsidiary that is a Subsidiary of a Foreign Subsidiary that is a CFC, (d) any Domestic Subsidiary that is treated as a disregarded entity for U.S. federal income tax purposes and that has no material assets other than the stock of one or more Foreign Subsidiaries that are CFCs, (e) any not-for-profit Subsidiary, (f) each Immaterial Subsidiary, (g) any other Subsidiary with respect to which, in the reasonable judgment of the Lead Borrower (in consultation with the Administrative Agent), the burden or cost (including any adverse tax consequences) of providing the guarantee shall outweigh the benefits to be obtained by the Lenders therefrom, (h) each Unrestricted Subsidiary, (i) any Subsidiary (whether existing on or acquired following the Effective Date) that is prohibited from guaranteeing the Obligations by applicable Law or Contractual Obligations that are in existence on the Effective Date or at the time of acquisition and not entered into in contemplation thereof or if guaranteeing the Obligation would require governmental (including regulatory) consent, approval, license or authorization (unless such consent, approval, license or authorization has been obtained), and (j) any Receivables Subsidiary; provided that no Subsidiary that guarantees or is a direct obligor under the ABL Credit Agreement, Incremental Equivalent Debt or Credit Agreement Refinancing Indebtedness shall be deemed to be an Excluded Subsidiary at any time such guarantee or direct obligor arrangement is in effect; provided further that in no event shall any Borrower be an Excluded Subsidiary.

“ Excluded Taxes ” means, with respect to the Agents, any Lender or any other recipient of any payment to be made by or on account of any obligation of any Loan Party hereunder or under any other Loan Document, (a) taxes imposed on or measured by such recipient’s net income (however denominated), franchise taxes and branch profits taxes, in each case imposed by a jurisdiction as a result of such recipient being organized or having its principal office located in or, in the case of any Lender, having its applicable Lending Office located in, such jurisdiction or as a result of any other present or former connection between such recipient and such jurisdiction (other than a connection arising from such recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant

to, and/or enforced, any Loan Documents, or sold or assigned any interest in any Term Loan or Loan Document), (b) in the case of a Lender (other than any Lender becoming a party hereto pursuant to a request by any Loan Party under Section 10.13), any U.S. federal withholding tax that is imposed on amounts payable to such Lender pursuant to a law in effect at the time such Lender becomes a party hereto (or designates a new Lending Office), except to the extent that such Lender (or its assignor, if any) was entitled, immediately prior to the designation of a new Lending Office (or assignment), to receive additional amounts from the Loan Parties with respect to such withholding tax pursuant to Section 3.01, (c) any taxes attributable to such Lender’s failure to comply with Section 3.01(e), (d) any U.S. federal withholding taxes imposed under FATCA and (e) any U.S. federal backup withholding taxes under section 3406 of the Code.

“ Existing Term Collateral Agent ” means Owl Rock Capital Corporation, in its capacity as collateral agent under any of the loan documents under the Existing Term Credit Agreement, or any successor collateral agent thereunder.

“ Existing Term Credit Agreement ” means that certain Term Loan Agreement, dated as of March 15, 2017, by and among the Parent, the Lead Borrower, the subsidiary guarantors and other borrowers party thereto, each lender from time to time party thereto, Owl Rock Capital Corporation, in its capacity as administrative agent and collateral agent thereunder, and the other entities from time to time party thereto (as amended by that certain Incremental Facility Agreement and Amendment No. 1, dated as of July 3, 2017, and as further amended, supplemented or otherwise modified prior to the Effective Date).

“ Facility Guaranty ” means the guarantee made by the Guarantors in favor of the Agents and the other Credit Parties as of the Effective Date in form of Exhibit G hereto.

“ Fair Market Value ” means, with respect to any asset or property, the price which could be negotiated in an arm’s-length, free market transaction, for cash, between a willing seller and a willing and able buyer, neither of whom is under undue pressure or compulsion to complete the transaction, as determined by the Lead Borrower in its good faith discretion. Fair Market Value may be (but need not be) conclusively established by means of an officer’s certificate or resolutions of the Board of Directors of the Lead Borrower or the Parent setting out such Fair Market Value as determined by such Responsible Officer or such Board of Directors in good faith.

“ FATCA ” means Sections 1471 through 1474 of the Code as in effect on the Effective Date (and as amended or successor version thereof that is substantively comparable and not materially more onerous to comply with), any current or future United States Treasury Department regulations or other official administrative interpretations thereof, any agreements entered into pursuant to Section 1471(b) of the current Code (or any amended or successor version described above) and any intergovernmental agreements (and any related laws or official administrative guidance) implementing the foregoing.

“ Federal Funds Rate ” means, for any day, the rate calculated by the Federal Reserve Bank of New York based on such day’s federal funds transactions by depository institutions (as determined in such manner as the Federal Reserve Bank of New York shall set forth on its public website from time to time) and published on the next succeeding Business Day by the Federal Reserve Bank of New York as the federal funds effective rate; provided , that if the Federal Funds Rate for any day is less than zero, the Federal Funds Rate for such day will be deemed to be zero.

“ First Lien Net Leverage Ratio ” means as of any date, the ratio of (a) Total Net Debt outstanding on such date that is then secured by Liens on property or assets of the Parent or its Restricted Subsidiaries, but excluding any such Indebtedness (other than obligations under the ABL Facility) with

respect to which the applicable Liens are expressly subordinated or junior to the Liens securing the Obligations, to (b) Consolidated EBITDA for the latest Measurement Period ending closest to such date, all calculated for the Parent on a Consolidated basis.

“ Fiscal Quarter ” means any fiscal quarter of the Parent and its Subsidiaries.

“ Fiscal Year ” means the fiscal year of the Parent and its Subsidiaries ending on December 31 ^st of each calendar year.

“ Fixed Dollar Amount ” has the meaning set forth in the definition of “Incremental Amount.”

“ Flood Insurance Laws ” means, collectively, (i) National Flood Insurance Reform Act of 1994 as now or hereafter in effect or any successor statute thereto, (ii) the Flood Insurance Reform Act of 2004 as now or hereafter in effect or any successor statute thereto and (iii) the Biggert-Waters Flood Insurance Reform Act of 2012 as now or hereafter in effect or any successor statute thereto.

“ Foreign Lender ” means any Lender that is not a “United States person” as defined in Section 7701(a)(30) of the Code.

“ Foreign Subsidiary ” means any Subsidiary of a Borrower which is not a Domestic Subsidiary.

“ Frac Iron ” means all Equipment constituting (x) new and unused “fluid ends” and (y) surface piping, valves, and manifolds necessary to deliver a fluid treatment to the wellbore from the mixing and piping equipment.

“ FRB ” means the Board of Governors of the Federal Reserve System of the United States.

“ Fund ” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit in the ordinary course of its business.

“ GAAP ” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied.

“ Governmental Authority ” means any nation or government, any state, county, provincial, municipal, local or other political subdivision thereof, any central bank (or similar monetary or regulatory authority) thereof, and any agency, authority or instrumentality (including any bilateral or multilateral agency authority or instrumentality formed by treaty) exercising executive, legislative, judicial, regulatory, administrative, military, peacekeeping or police powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“ Guarantee ” means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness payable or performable by another Person (the “ primary obligor ”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the

purchase or payment of) such Indebtedness, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien); provided that the term “Guarantee” shall not include endorsements of checks, drafts and other items for payment of money for collection or deposit in the ordinary course of business. The amount of any 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 Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.

“ Guarantor ” means (a) the Parent, (b) each Subsidiary of the Parent existing on the Effective Date that is not a Borrower hereunder (other than an Excluded Subsidiary), (c) each Borrower, other than with respect to its own Obligations and (d) each other Subsidiary of the Parent that shall be required to execute and deliver a Facility Guaranty pursuant to Section 6.11 after the Effective Date.

“ Hazardous Materials ” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances, materials or wastes of any nature which in each case are regulated pursuant to any Environmental Law.

“ Immaterial Subsidiary ” means each Restricted Subsidiary designated in writing by the Lead Borrower to the Administrative Agent at any time or from time to time as an Immaterial Subsidiary, that, as of the last day of the Fiscal Year of the Parent most recently ended or, if organized or acquired after the end of such Fiscal Year, at the date of designation, had revenues or total assets for such year in an amount that is less than 3% of the Consolidated revenues or Total Assets, as applicable, of the Parent and its Restricted Subsidiaries for such year (which, for any Immaterial Subsidiary or proposed Immaterial Subsidiary organized or acquired since such date, shall be determined on a pro forma basis as if such Subsidiary were in existence or acquired on such date); provided that all such Immaterial Subsidiaries, taken together, as of the last day of the Fiscal Year of the Parent most recently ended, shall not have revenues or total assets for such year in an amount that is equal to or greater than 5% of the Consolidated revenues or Total Assets, as applicable, of the Parent and its Restricted Subsidiaries for such year (which, for any Immaterial Subsidiary or proposed Immaterial Subsidiary organized or acquired since such date, shall be determined on a pro forma basis as if such Subsidiary were in existence on such date). Any Restricted Subsidiary that executes a Facility Guaranty shall not be deemed an Immaterial Subsidiary and shall be excluded from the calculations above.

“ Incremental Amendment ” means an Incremental Amendment among the applicable Borrower, the Administrative Agent and one or more Incremental Term Lenders entered into pursuant to Section 2.15.

“ Incremental Amount ” means, as of any date, the sum of (a) $200,000,000, less, the outstanding principal amount of Incremental Term Loans and Incremental Equivalent Debt incurred and outstanding in reliance on this clause (a) (this clause (a), the “ Fixed Dollar Amount ”), plus (b) the aggregate principal amount of all voluntary prepayments of the Term Loans pursuant to Section 2.05(a) made on or prior to the date of determination, less, the outstanding principal amount of Incremental Term Loans and Incremental Equivalent Debt incurred and outstanding in reliance on this clause (b) (this clause (b), the “ Voluntary Prepayment Amount ”), plus (c) an unlimited amount, subject to (x) in the case of Incremental Term Loans or Incremental Equivalent Debt secured by the Collateral on a pari passu basis with the Liens securing the Initial Term Loans, immediately after giving pro forma effect to the incurrence of such Incremental Term Loans or Incremental Equivalent Debt and the use of proceeds thereof, the First Lien Net Leverage Ratio being less than or equal to 2.00:1.00, (y) in the case of Incremental Term Loans or Incremental Equivalent Debt secured by the Collateral on a junior basis with the Liens securing the Initial Term Loans, immediately after giving pro forma effect to the incurrence of such Incremental Term Loans or Incremental Equivalent Debt and the use of proceeds thereof, the Secured Net Leverage Ratio being less than or equal to 3.00:1.00, and (z) in the case of Incremental Term Loans or Incremental Equivalent Debt that is unsecured, immediately after giving pro forma effect to the incurrence of such Incremental Term Loans or Incremental Equivalent Debt and the use of proceeds thereof, the Total Net Leverage Ratio being less than or equal to 3.50:1.00 (this clause (c) the “ Additional Term Incurrence Component ”), in each case, subject to the provisions of Section 1.06(e) to the extent such Incremental Equivalent Debt or Incremental Term Loans are incurred to finance a Designated Transaction. For purposes of determining the Incremental Amount as of any date of determination, the Lead Borrower shall be permitted to designate all or any portion of any Incremental Equivalent Debt or Incremental Term Loans, as applicable, as incurred under the Fixed Dollar Amount, the Voluntary Prepayment Amount or the Additional Term Incurrence Component. At the Lead Borrower’s election, the Lead Borrower shall be deemed to have used capacity under the Voluntary Prepayment Amount, if any, prior to utilization of the Fixed Dollar Amount and the Lead Borrower shall be deemed to have used amounts under the Additional Term Incurrence Component (to the extent compliant therewith) prior to utilization of the Fixed Dollar Amount and the Voluntary Prepayment Amount. Incremental Term Loans and Incremental Equivalent Debt may be incurred using available capacity under the Fixed Dollar Amount, the Additional Term Incurrence Component and/or the Voluntary Prepayment Amount in a single transaction by first exhausting available capacity under the Additional Term Incurrence Component (without inclusion of any amounts to be incurred concurrently under the Fixed Dollar Amount and/or the Voluntary Prepayment Amount) and then exhausting available capacity under the Voluntary Prepayment Amount (without inclusion of any amounts to be incurred concurrently under the Fixed Dollar Amount) and then utilizing available capacity under the Fixed Dollar Amount. In the event that any Incremental Equivalent Debt or Incremental Term Loans (or a portion thereof) incurred under the Fixed Dollar Amount or the Voluntary Prepayment Amount subsequently meets the criteria of Indebtedness capable of being incurred under the Additional Term Incurrence Component, the Lead Borrower, in its sole discretion, at such time may divide and reclassify such indebtedness incurred under the Fixed Dollar Amount or Voluntary Prepayment Amount, as incurred under the Additional Term Incurrence Component, and the Fixed Dollar Amount or Voluntary Prepayment Amount, as applicable, shall be deemed to be increased by the amount so reclassified.

“ Incremental Equivalent Debt ” shall mean secured or unsecured Indebtedness of a Borrower or Guarantor in the form of senior secured first lien term loans or notes or junior lien term loans or notes, subordinated term loans or notes or senior unsecured term loans or notes, or any bridge facility, in each case, in lieu of Incremental Term Loans to the extent such Indebtedness would have then been permitted to be incurred as, and satisfies the requirements with respect to incurrence of, Incremental Term Loans pursuant to Section 2.15; provided that: (a) in the case of any such Indebtedness incurred in the form of

notes or other debt securities, the terms of any such debt securities do not provide for any scheduled repayment, mandatory redemption or sinking fund obligations prior to the Latest Maturity Date at the time of incurrence of such debt securities (other than customary offers to repurchase upon a change of control, asset sale or event of loss and customary acceleration rights after an event of default), (b) such Indebtedness, on date such Indebtedness is incurred, has an aggregate principal amount not to exceed the Incremental Amount as of the date of incurrence, (c) such Indebtedness shall, to the extent secured by Liens on the Collateral, be subject to an Intercreditor Agreement, (d) Incremental Equivalent Debt that is in the form of a customary bridge loans shall not be subject to requirements set forth in Sections 2.15(c)(i) or (ii) or clauses (ii) and (iii) of the first proviso to Section 2.15(b) and (e) such Incremental Equivalent Debt shall be subject to the MFN Provision but solely to the extent such Indebtedness is in the form of term loans (other than a customary bridge facility) that are secured by the Collateral on a pari passu basis with the Liens securing the Initial Term Loans.

“ Incremental Term Lender ” means a Lender with an Incremental Term Loan Commitment or an outstanding Incremental Term Loan.

“ Incremental Term Loan Commitment ” means the commitment of any Lender, established pursuant to Section 2.15, to make Incremental Term Loans to the Borrowers.

“ Incremental Term Loans ” means Terms Loans made by one or more Lenders to the Borrowers pursuant to Section 2.15. Incremental Term Loans may be made in the form of an increase to the Initial Term Loans or any existing Class of Incremental Term Loans hereunder, a separate Class of Term Loans hereunder or, to the extent permitted by Section 2.15 and provided for in the relevant Incremental Amendment, Refinancing Term Loans.

“ Indebtedness ” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

(a)    all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

(b)    the maximum amount of all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments;

(c)    net obligations of such Person under any Swap Contract;

(d)    all obligations of such Person to pay the deferred purchase price of property or services (other than trade payables and similar obligations) which purchase price is due more than one year after the later of the date of placing the property in service or taking delivery and title thereto;

(e)    indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse; provided, however, that the amount of such Indebtedness will be the lesser of the Fair Market Value of such asset at such date of determination, and the amount of such Indebtedness of such other Person;

(f)    all Attributable Indebtedness of such Person;

(g)    all obligations of such Person in respect of Disqualified Stock; and

(h)    to the extent not otherwise included, any obligation of such Person to be liable for, or to pay, as obligor, guarantor or otherwise, on the Indebtedness of another Person of the type described in clauses (a) through (g) (other than by endorsement of negotiable instruments for collection in the ordinary course of business).

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 any Indebtedness that has been defeased or for which funds have been irrevocably deposited with the applicable trustee for redemption shall be deemed to be $0. Accrual of interest, the accretion of accreted value, the amortization or accretion of original issue discount, the payment of interest in the form of additional Indebtedness with the same terms, the accretion of liquidation preference and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies will not be deemed to be Indebtedness. Guarantees of, or obligations in respect of letters of credit bankers’ acceptances or similar instruments relating to, or Liens securing, Indebtedness which is otherwise included in the determination of a particular amount of Indebtedness shall not be included in the determination of such amount of Indebtedness, provided that the Indebtedness represented by such guarantee or letter of credit, as the case may be, was in compliance with this covenant. Indebtedness that is cash collateralized shall not be deemed to be Indebtedness hereunder to the extent of such cash collateralization.

“ Indemnified Taxes ” means all Taxes other than Excluded Taxes.

“ Indemnitees ” has the meaning specified in Section 10.04(b).

“ Independent Financial Advisor ” means an accounting, appraisal or investment banking firm of nationally recognized standing.

“ Information ” has the meaning specified in Section 10.07.

“ Initial Term Commitment ” means, as to each Lender, its obligation to make an Initial Term Loan to the Borrowers on the Effective Date pursuant to Section 2.01 in an aggregate amount not to exceed the amount set forth opposite such Lender’s name in Schedule 2.01 (as in effect on the Effective Date) under the caption “Initial Term Commitment”. The aggregate amount of the Initial Term Commitments is $350,000,000.

“ Initial Term Loans ” means the term loans made by the Lenders on the Effective Date to the Borrowers pursuant to Section 2.01.

“ Initial Term Maturity Date ” means May 25, 2025.

“ Intellectual Property ” means United States and non-United States: (a) patents and patent applications; (b) trademarks, service marks, trade names, trade dress, business names, designs, logos, indicia of origin, and other source and/or business identifiers; (c) Internet domain names and associated websites; (d) copyrights, including copyrights in computer software; (e) industrial designs, databases, data, trade secrets, know-how, technology, unpatented inventions and other confidential or proprietary information; (f) all registrations or applications for registrations which have heretofore been or may hereafter be issued thereon throughout the world; (g) all tangible and intangible property embodying the copyrights and unpatented inventions (whether or not patentable); (h) license agreements related to any of the foregoing and income therefrom; (i) books, records, writings, computer tapes or disks, flow diagrams,

specification sheets, computer software, source codes, object codes, executable code, data, databases and other physical manifestations, embodiments or incorporations of any of the foregoing; (j) all other intellectual property; and (k) all common law and other rights throughout the world in and to all of the foregoing.

“ Intercreditor Agreement ” means each of (a) the intercreditor agreement, dated as of March 15, 2017 and acceded to by the Collateral Agent as of the Effective Date, by and among the Collateral Agent, the ABL Collateral Agent, the other agents party thereto (if any), the Borrowers and the Guarantors, as may be amended, supplemented, waived or otherwise modified from time to time in accordance with the terms hereof and thereof, and (b) one or more other intercreditor agreements entered into pursuant to Section 9.18 with the representative for the holders of any Indebtedness secured by any Permitted Encumbrances on Collateral on terms and conditions reasonably acceptable to the Collateral Agent, in each case as the same may be amended, supplemented, waived or otherwise modified from time to time in accordance with the terms hereof and thereof.

“ Interest Payment Date ” means, (a) as to any Term Loan of any Class other than a Base Rate Loan, the last day of each Interest Period applicable to such Term Loan and the Maturity Date; provided , however , that if any Interest Period for a LIBOR Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan, the last Business Day of each month and the Maturity Date.

“ Interest Period ” means, as to each LIBOR Rate Loan, the period commencing on the date such LIBOR Rate Loan is disbursed or Converted to or continued as a LIBOR Rate Loan and ending on the date one, two, three or six months thereafter (or with the consent of all applicable Lenders, twelve months thereafter), as selected by the Lead Borrower in its Committed Loan Notice; provided that:

(a)    any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;

(b)    any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period;

(c)    no Interest Period shall extend beyond the Maturity Date for the Class of Term Loans of which such LIBOR Rate Loan is part; and

(d)    notwithstanding the provisions of clause (c), no Interest Period shall have a duration of less than one (1) month, and if any Interest Period applicable to a LIBOR Borrowing would be for a shorter period, such Interest Period shall not be available hereunder.

For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent Conversion or continuation of such Borrowing.

“ Interpolated Rate ” means, in relation to the LIBO Rate, the rate which results from interpolating on a linear basis between:

(a) the applicable LIBO Rate for the longest period (for which that LIBO Rate is available) which is less than the Interest Period of that Term Loan; and

(b) the applicable LIBO Rate for the shortest period (for which that LIBO Rate is available) which exceeds the Interest Period of that Term Loan,

each as of approximately 11:00 a.m. (London, England time) two Business Days prior to the commencement of such Interest Period of that Term Loan.

“ Investment ” means, as to any Person, any direct or indirect acquisition or investment by such Person in another Person, whether by means of (a) the purchase or other acquisition of Equity Interests of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or interest in, another Person, (c) any Acquisition, or (d) any other investment of money or capital in another Person in order to obtain a profitable return. For purposes of covenant compliance, the amount of any outstanding Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment, net of any repayments thereof.

“ IRS ” means the United States Internal Revenue Service.

“ Joinder Agreement ” means an agreement, in form reasonably satisfactory to the Administrative Agent, pursuant to which, among other things, a Person becomes a party to, and bound by the terms of, this Agreement and/or the other Loan Documents in the same capacity and to the same extent as either a Borrower or a Guarantor.

“ Keane Group ” means, collectively, the Parent and its Subsidiaries (but excluding, for all purposes other than delivery of financial statements, Unrestricted Subsidiaries).

“ Keane Investor ” means Keane Investor Holdings, LLC, a Delaware limited liability company.

“ Latest Maturity Date ” means, at any date of determination, the latest Maturity Date applicable to any Term Loan or Commitment hereunder at such time, including the latest maturity date of any Refinancing Term Loan or any Incremental Term Loan, in each case at such time.

“ Laws ” means each international, foreign, Federal, state or local statute, treaty, rule, guideline, regulation, ordinance, code and administrative or judicial precedent or authority, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and each applicable administrative order, directed duty, license, or authorization and permit of or any agreement with any Governmental Authority, in each case whether or not having the force of law.

“ Lead Borrower ” has the meaning set forth in the preamble hereto.

“ Lease ” means any written agreement, pursuant to which a Loan Party is entitled to the use or occupancy of any real property for any period of time.

“ Lender ” has the meaning specified in the preamble hereto.

“ Lending Office ” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Lead Borrower and the Administrative Agent.

“ LIBO Rate ” has the meaning specified in the definition of “LIBOR Rate.”

“ LIBOR Borrowing ” means a Borrowing comprised of LIBOR Rate Loans.

“ LIBOR Rate ” means for any Interest Period as to any LIBOR Rate Loan, (a) the rate per annum determined by the Administrative Agent to be the offered rate which appears on the page of the Reuters Screen which displays the London interbank offered rate administered by ICE Benchmark Administration Limited (such page currently being the LIBOR01 page) (the “ LIBO Rate ”) for deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period in Dollars, determined as of approximately 11:00 a.m. (London, England time), two Business Days prior to the commencement of such Interest Period, or (b) in the event the rate referenced in the preceding clause (a) does not appear on such page or service or if such page or service shall cease to be available, the rate determined by the Administrative Agent to be the offered rate on such other page or other service which displays the LIBO Rate for deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period in Dollars, determined as of approximately 11:00 a.m. (London, England time) two Business Days prior to the commencement of such Interest Period; provided that if LIBO Rates are quoted under either of the preceding clauses (a) or (b), but there is no such quotation for the Interest Period elected, the LIBO Rate shall be equal to the Interpolated Rate; provided , further that (i) to the extent a comparable or successor rate is approved by the Administrative Agent in connection herewith, the approved rate shall be applied in a manner consistent with market practice ( provided , that to the extent such market practice is not administratively feasible for the Administrative Agent, such approved rate shall be applied in a manner as otherwise determined by the Administrative Agent) and (ii) if the LIBOR Rate as determined pursuant to the foregoing would otherwise be less than one percent (1.0%), then the LIBOR Rate shall be deemed to be one percent (1.0%).

If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in Section 3.03(a), (b) or (c) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in Section 3.03(a), (b) or (c) have not arisen but the supervisor for the administrator of the London Interbank Offered Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the London Interbank Offered Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Lead Borrower shall endeavor to establish an alternate rate of interest to the LIBOR Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement and any other applicable Loan Documents to reflect such alternate rate of interest and such other related changes to this Agreement or such Loan Documents as may be applicable; provided that if such alternate rate of interest shall be less than one percent (1.0%), such rate shall be deemed to be one percent (1.0%). Notwithstanding anything to the contrary in Section 10.01, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five (5) Business Days of the date notice of such alternate rate of interest is provided to the Lenders, written notice from the Required Lenders stating that such Required Lenders object to such amendment. Unless and until any such amendment becomes effective, the provisions of Section 3.03 shall apply.

“ LIBOR Rate Loan ” means a Term Loan that bears interest at a rate based on the Adjusted LIBOR Rate.

“ Lien ” means any interest in property securing an obligation owed to, or a claim by, a Person other than the owner of the property, whether such interest is based on common law, statute or contract. The term “Lien” shall also include reservations, exceptions, encroachments, easements, rights-of-way, covenants, conditions, restrictions, leases and other title exceptions and encumbrances affecting property. For the purpose of this Agreement, each Person shall be deemed to be the owner of any property that it has acquired or holds subject to a conditional sale agreement or other arrangement pursuant to which title to the property has been retained by or vested in some other Person for security purposes. In no event shall the term “Lien” be deemed to include any license of Intellectual Property unless such license contains a grant of a security interest in such Intellectual Property.

“ Loan Documents ” means this Agreement, each Term Note, the Agency Fee Letter, the Security Documents, the Intercreditor Agreement, each Facility Guaranty, each Joinder Agreement and any other instrument or agreement now or hereafter executed and delivered in connection herewith, each as amended from time to time.

“ Loan Parties ” means, collectively, the Borrowers and each Guarantor.

“ Material Adverse Effect ” means (a) a material adverse change in, or a material adverse effect upon, the operations, business, assets, properties, liabilities, or financial condition of the Loan Parties and their Subsidiaries, taken as a whole; (b) a material impairment of the rights and remedies of any Agent or any Lender under the Loan Documents, or of the ability of the Loan Parties, taken as a whole, to perform their obligations under the Loan Documents; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against the Loan Parties, taken as a whole, of this Agreement or the other Loan Documents.

“ Material Contract ” means, with respect to any Person, each contract (other than the Loan Documents) to which such Person is a party as to which the breach, nonperformance, or cancellation by any party thereto would have a Material Adverse Effect.

“ Material Indebtedness ” means Indebtedness (other than the Obligations) of the Loan Parties in an aggregate principal amount exceeding $40,000,000. For purposes of determining the amount of Material Indebtedness at any time, (a) the amount of the obligations in respect of any Swap Contract at such time shall be calculated at the Swap Termination Value thereof, (b) undrawn committed or available amounts shall be excluded, and (c) all amounts owing to all creditors under any combined or syndicated credit arrangement shall be included.

“ Material Real Estate ” means any Real Estate owned by a Loan Party with a Fair Market Value in excess of $25,000,000.

“ Maturity Date ” means the Initial Term Maturity Date or the stated maturity date of any other Class of Term Loans or Term Commitments, as the case may be.

“ Maximum Rate ” has the meaning provided therefor in Section 10.09.

“ Measurement Period ” means, at any date of determination, the most recently completed period of four (4) consecutive Fiscal Quarters for which financial statements were required to have been delivered pursuant to the terms of this Agreement.

“ MFN Provision ” has the meaning provided therefor in Section 2.15(b).

“ Moody’s ” means Moody’s Investors Service, Inc. and any successor thereto.

“ Multiemployer Plan ” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which the Parent or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.

“ Net Income ” means, with respect to the Keane Group, the net income (loss) of such Person, determined in accordance with GAAP.

“Net Income Grower Amount ” has the meaning provided therefor in the definition of “Cumulative Credit.”

“ Net Proceeds ” means:

(a)    100% of the cash proceeds actually received by the Parent 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 received) from any Disposition or Casualty Event, net of (i) attorneys’ fees, accountants’ fees, investment banking fees, survey costs, title insurance premiums, and related search and recording charges, transfer taxes, deed or mortgage recording taxes, other customary expenses and brokerage, consultant and other customary fees actually incurred in connection therewith, (ii) any amount required to repay (x) Indebtedness (other than pursuant to the Loan Documents or under any Bank Products or Cash Management Services) that is secured by a Lien on the assets Disposed of and which ranks prior to the Lien securing the Obligations or (y) Indebtedness or other obligations of any Restricted Subsidiary that is Disposed of in such transaction, (iii) in the case of any Disposition or Casualty Event by a non-wholly owned Restricted Subsidiary, the pro rata portion of the Net Proceeds thereof (calculated without regard to this clause (iii)) attributable to non-controlling interests or not available for distribution to or for the account of the Parent or a wholly owned Restricted Subsidiary as a result thereof, (iv) taxes paid or reasonably estimated to be payable as a result thereof, and (v) the amount of any reasonable reserve established in accordance with GAAP against any adjustment to the sale price or any liabilities (other than any taxes deducted pursuant to clause (i) above) (x) related to any of the applicable assets and (y) retained by the Parent or any of its Restricted Subsidiaries, including, without limitation, Pension Plan and other post-employment benefit liabilities and liabilities related to environmental matters or against 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 Proceeds of such Disposition or Casualty Event occurring on the date of such reduction); provided that, the Parent and its Restricted Subsidiaries shall be entitled to reinvest any part of such proceeds), in assets (other than current assets) useful for its business within 12 months of such receipt, and such portion of such proceeds shall not constitute Net Proceeds except to the extent such proceeds are not so used or contractually committed to be so used within 12 months of such receipt (it being understood that if any portion of such proceeds are not so used within such 12 month period but within such 12-month period are contractually committed to be used, then upon the termination of such contract or if such Net Proceeds are not so used within 18 months of initial receipt, such remaining portion shall constitute Net Proceeds as of the date of such termination or expiry

without giving effect to this proviso); provided , however , that no proceeds shall constitute Net Proceeds unless and to the extent such proceeds net of the amounts described in clauses (i) through (v) above shall exceed $25,000,000 realized in a single transaction or series of related transactions or $50,000,000 realized for all such transactions in a single Fiscal Year (all such proceeds that do not constitute Net Proceeds pursuant to this proviso, collectively, the “ Retained Disposition Amount ”), and

(b)    100% of the cash proceeds from the incurrence, issuance or sale by the Parent or any of its Restricted Subsidiaries of any Indebtedness, net of all taxes paid or reasonably estimated to be payable as a result thereof and fees (including investment banking fees and discounts), commissions, costs and other expenses, in each case incurred in connection with such incurrence, issuance or sale.

“ Non-Consenting Lender ” has the meaning provided therefor in Section 10.01.

“ Obligations ” means (a) all advances to, and debts (including principal, interest, fees, costs, and expenses), liabilities, covenants, and indemnities of, any Loan Party arising under any Loan Document or otherwise with respect to any Term Loan (including payments in respect of reimbursement of disbursements, interest thereon and obligations to provide cash collateral therefor), whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising and including interest, fees, costs, expenses and indemnities that accrue after the commencement by or against any Loan Party or any Subsidiary thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest, fees costs, expenses and indemnities are allowed claims in such proceeding and (b) all Other Liabilities; provided , that the Obligations of any Guarantor shall not include any Excluded Swap Obligations (as defined in the Facility Guaranty) of such Guarantor.

“ 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; (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 Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity, and (d) in each case, all shareholder or other equity holder agreements, voting trusts and similar arrangements to which such Person is a party or which is applicable to its Equity Interests and all other arrangements relating to the Control or management of such Person.

“ Other Applicable Indebtedness ” has the meaning provided in Section 2.05(b)(ii).

“ Other Liabilities ” means any obligation (including overdrafts and related liabilities) on account of (a) any Cash Management Services furnished to any of the Loan Parties or any of their Restricted Subsidiaries and/or (b) any Bank Product furnished to any of the Loan Parties or any of their Restricted Subsidiaries, as each may be amended from time to time, but in each case only if and to the extent that the Lead Borrower or the provider of such Bank Product or Cash Management Service has furnished the Administrative Agent with notice thereof as required by Section 9.12 hereof; provided , that the Other Liabilities of any Guarantor shall not include any Excluded Swap Obligations (as defined in the Facility Guaranty) of such Guarantor.

“ Other Taxes ” means all present or future stamp or documentary Taxes or any other excise or property Taxes, charges or similar levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery, enforcement, registration of, or otherwise with respect to, this Agreement or any other Loan Document, excluding, however, any such amounts imposed as a result of an assignment (“ Assignment Taxes ”), but only to the extent such Assignment Taxes (a) do not relate to an assignment made at the request of a Borrower pursuant to Section 10.13 and (b) are imposed as a result of a present or former connection between the assignor or assignee and the jurisdiction imposing such Tax (other than a connection arising from such assignor or assignee having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Term Loan or Loan Document).

“ Outstanding Amount ” means, with respect to Term Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Term Loans occurring on such date.

“ Overnight Rate ” means, for any day, the greater of the Federal Funds Rate and an overnight rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

“ Parent ” has the meaning set forth in the preamble to this Agreement.

“ Parent Stockholders’ Agreement ” means the Amended and Restated Stockholders’ Agreement, dated July 3, 2017, by and among the Parent and the holders of Equity Interests of the Parent party thereto.

“ Participant ” has the meaning specified in Section 10.06(d).

“ Participant Register ” has the meaning specified in Section 10.06(d).

“ Patriot Act ” has the meaning provided in Section 10.17.

“ PBGC ” means the Pension Benefit Guaranty Corporation.

“ PCAOB ” means the Public Company Accounting Oversight Board.

“ Pension Plan ” means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by a Borrower or any ERISA Affiliate or to which a Borrower or any ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time during the immediately preceding five plan years.

“ Perfection Certificate ” has the meaning set forth in the Security Agreement.

“ Permitted Acquisition ” means an Acquisition of property and assets or businesses of any Person or of assets constituting a business unit, a line of business or division of such Person in which all of the following conditions are satisfied:

(a)    no Event of Default shall have occurred and be continuing or would result therefrom (other than in respect of any Designated Transaction, in which case compliance with this clause (a) will be determined in accordance with Section 1.06(e));

(b)    any acquired or newly formed Subsidiary shall not be liable for any Indebtedness except for Permitted Indebtedness;

(c)    such Acquisition shall have been approved by the Board of Directors of the Person which is the subject of such Acquisition and such Person shall not have announced that it will oppose such Acquisition or shall not have commenced any action which alleges that such Acquisition shall violate applicable Law; and

(d)    if the Person which is the target of such Acquisition will become a Restricted Subsidiary of a Loan Party, or if the assets acquired in an Acquisition will be transferred to a Restricted Subsidiary, such Restricted Subsidiary and the Loan Parties holding its Equity Interests shall, to the extent required thereunder, comply with the requirements of Section 6.11 within 30 days after the consummation of such Acquisition.

“ Permitted Disposition ” means any of the following:

(a)    Dispositions of (i) inventory or Frac Iron in the ordinary course of business, (ii) goods held for sale in the ordinary course of business and (iii) other assets (including allowing any registrations or any applications for registration of any immaterial Intellectual Property to lapse or become abandoned), in the case of this clause (iii), having Fair Market Value not exceeding $25,000,000 in the aggregate per Fiscal Year for any such Dispositions, plus any amounts permitted but not used in prior Fiscal Years for any such Disposition; provided that in no event shall the aggregate Fair Market Value of such Dispositions made pursuant to this clause (a) exceed $50,000,000 in any Fiscal Year;

(b)    non-exclusive licenses of Intellectual Property of a Loan Party or any of its Subsidiaries, provided that such licenses shall not interfere with the ability of the Administrative Agent to exercise any of its rights and remedies with respect to any of the Collateral or have a material adverse effect on the value of the Intellectual Property;

(c)    Dispositions of Equipment (including abandonment of or other failures to maintain and preserve) having Fair Market Value not exceeding $20,000,000 in aggregate in any Fiscal Year; provided that no Event of Default shall have occurred and be continuing or would result therefrom;

(d)    Dispositions among the Loan Parties or by any Restricted Subsidiary to a Loan Party;

(e)    Dispositions by any Restricted Subsidiary which is not a Loan Party to another Restricted Subsidiary that is not a Loan Party;

(f)    Disposition of any Equity Interest of the Parent;

(g)    any Disposition which constitutes a Permitted Investment, Restricted Payment permitted under Section 7.06 or Permitted Encumbrance (or an enforcement thereof), and any transaction permitted by Section 7.04 (other than Section 7.04(f));

(h)    Dispositions by any Loan Party or any Restricted Subsidiary of its right, title and interest in and to any Real Estate and related fixtures, including, without limitation, Dispositions to any other Restricted Subsidiary or in connection with sale-leaseback transactions, having Fair Market Value not exceeding $10,000,000 in aggregate in any Fiscal Year; provided that no Event of Default shall have occurred and be continuing or would result from such Disposition;

(i)    Dispositions of the Equity Interests of any Unrestricted Subsidiary;

(j)    (i) Dispositions consisting of the compromise, settlement or collection of accounts receivable in the ordinary course of business and consistent with past practice and (ii) sales of assets received by a Borrower or any Subsidiary upon foreclosure of a Permitted Encumbrance;

(k)    Dispositions consisting of (i) leases, assignments or subleases in the ordinary course of business, and (ii) the grant of any license or sublicense of patents, trademarks, know-how and any other intellectual property or other general intangibles; provided that such licenses, or sublicenses shall not interfere with the ability of the Administrative Agent or the Collateral Agent to exercise any of its rights and remedies with respect to any of the Collateral or have a material adverse effect on the value of the Intellectual Property,

(l)    Dispositions of cash and Cash Equivalents on ordinary business terms;

(m)    other Dispositions; provided that, both before and after giving effect to such Disposition, no Event of Default shall exist; provided , further that, in the case of any such Disposition or series of related Dispositions having a Fair Market Value in excess of $25,000,000, (i) not less than 75% of the total consideration (other than (A) the assumption by the transferee of Indebtedness or other liabilities, contingent or otherwise, of the Parent or any of its Restricted Subsidiaries and the valid release of such Person, by all applicable creditors in writing, from all liability on such Indebtedness or other liability in connection with such Disposition, (B) securities, notes or other obligations received by the Parent or any of its Restricted Subsidiaries from the transferee that are converted by the Parent or any of its Restricted Subsidiaries into cash or Cash Equivalents within 180 days following the receipt of such securities, notes or other obligations, as applicable, (C) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Disposition, to the extent that the Parent and each other Restricted Subsidiary, as applicable, are released from any Guarantee of payment of such Indebtedness in connection with such Disposition, (D) consideration consisting of Indebtedness of any Loan Party (other than Subordinated Indebtedness) received after the Effective Date from Persons who are not the Parent or any Restricted Subsidiary and (E) in connection with an asset swap, all of which shall be deemed “cash”) received is cash or Cash Equivalents (excluding (x) any customary escrow for indemnification or similar obligations in connection therewith and (y) any indemnities, representations and warranties, covenants, non-compete provisions and similar provisions customary therefor), or Designated Non-Cash Consideration, so long as the Fair Market Value of all Designated Non-Cash Consideration utilized under this clause (m) and not yet converted to cash at such time does not exceed the greater of $50,000,000 and 5.0% of Total Assets (with the Fair Market Value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value), and (ii) all of the consideration received is at least equal to the Fair Market Value of the assets Disposed;

(n)    (i) sales of accounts receivable and related assets of the type specified in the definition of “Receivables Financing” to a Receivables Subsidiary in a Qualified Receivables Financing, and (ii) a transfer of accounts receivable and related assets of the type specified in the definition of “Receivables Financing” (or a fractional undivided interest therein) by a Receivables Subsidiary in a Qualified Receivables Financing;

(o)    Dispositions of obsolete, surplus or worn out property, whether now owned or hereafter acquired, in the ordinary course of business and Dispositions in the ordinary course of business of property no longer used or useful in the conduct of the business of the Parent or any of its Subsidiaries;

(p)    Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property (including to the extent allowable under Section 1031 of the Code, any exchange of like property (excluding any boot thereon) for use in a Similar Business);

(q)    any exchange of assets for assets or services (other than current assets) related to a similar business of comparable or greater market value or usefulness to the business of the Keane Group as a whole, as determined in good faith by the Lead Borrower;

(r)    Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements;

(s)    any Disposition of Excluded Property (or the Equity Interests of Persons substantially all of the assets of which constitute Excluded Property);

(t)    any disposition of Equity Interests of a Restricted Subsidiary pursuant to an agreement or other obligation with or to a Person (other than the Parent or a Restricted Subsidiary) from whom such Restricted Subsidiary was acquired, or from whom such Restricted Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition and in each case comprising all or a portion of the consideration in respect of such sale or acquisition;

(u)    any surrender or waiver of contract rights or the settlement, release or surrender of contract, tort or other claims of any kind; and

(v)    the unwinding of any Swap Contract pursuant to its terms.

“ Permitted Encumbrances ” means:

(a)    Liens imposed by law for Taxes that are not yet due or are being contested in compliance with Section 6.04 (other than clause (a)(iv) of such section);

(b)    Carriers’, warehousemen’ s, mechanics’, materialmen’ s, repairmen’s and other like Liens imposed by applicable Laws, arising in the ordinary course of business and securing obligations that are not overdue by more than thirty (30) days or are being contested in compliance with Section 6.04 (other than clause (a)(iv) of such section);

(c)    Pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations, other than any Lien imposed by ERISA;

(d)    Pledges and deposits to secure or relating to the performance of bids, trade contracts, government contracts and leases (other than Indebtedness), statutory obligations, surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;

(e)    (i) Liens in respect of judgments that would not constitute an Event of Default hereunder, and (ii) notices of lis pendens and associated rights related to litigation being contested in good faith by appropriate proceedings that have the effect of preventing the forfeiture or sale of the property or assets subject to such notices and rights and for which adequate reserves have been made to the extent required by GAAP;

(f)    (i) Easements, covenants, conditions, restrictions, building code laws, zoning restrictions, rights-of-way and similar encumbrances on real property that do not secure any monetary obligations and do not materially detract from the value of the affected property or materially interfere with the ordinary conduct of business of the Loan Parties taken as a whole and such other minor title defects or survey matters that are disclosed by current surveys that, in each case, do not materially interfere with the current use of the real property, and (ii) mortgages, liens, security interests, restrictions, encumbrances or any other matters of record that have been placed by any government, statutory or regulatory authority, developer, landlord or other third party (in each case, other than a Loan Party or any Restricted Subsidiary) on property over which a Loan Party or any Restricted Subsidiary of a Loan Party has easement rights or on any leased property with respect to which a Loan Party or a Restricted Subsidiary is the tenant and subordination or similar arrangements relating thereto and (iii) any condemnation or eminent domain proceedings affecting any real property;

(g)    Liens existing on the Effective Date and listed on Schedule 7.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased (other than as permitted as “Permitted Indebtedness”), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is otherwise permitted hereunder);

(h)    Liens on fixed or capital assets acquired by any Loan Party securing Indebtedness permitted under clause (c) of the definition of “Permitted Indebtedness” so long as such Liens shall not extend to any other property or assets of the Loan Parties, other than replacements thereof and additional and accessions to such property and the products and proceeds thereof;

(i)    Liens pursuant to any Loan Documents;

(j)    Landlords’ and lessors’ Liens in respect of rent not in default for more than any applicable grace period, not to exceed thirty (30) days;

(k)    Liens in favor of brokers and dealers arising pursuant to applicable Law in connection with the acquisition or disposition of Investments owned as of the Effective Date and Permitted Investments, provided that such liens (a) attach only to such Investments and (b) secure

only obligations arising in connection with the acquisition or disposition of such Investments and not any obligation in connection with margin financing;

(l)    Liens arising solely by virtue of any statutory or common law provisions relating to banker’s liens, liens in favor of securities intermediaries, rights of setoff or similar rights and remedies as to deposit accounts or securities accounts or other funds maintained with depository institutions and securities intermediaries and other Liens on cash and Cash Equivalents securing cash management services and bank products in the ordinary course of business;

(m)    Liens arising from precautionary UCC filings regarding “true” operating leases or, to the extent permitted under the Loan Documents, the consignment of goods to a Loan Party or Liens on equipment of the Borrowers and their Subsidiaries granted in the ordinary course of business to a client or supplier at which such equipment is located;

(n)    (i) Voluntary Liens on property in existence at the time such property is acquired pursuant to a Permitted Acquisition or other Permitted Investment (or other acquisition or investment not prohibited hereunder) or is otherwise merged or consolidated with a Restricted Subsidiary or on such property of a Restricted Subsidiary of a Loan Party in existence at the time such Restricted Subsidiary is acquired pursuant to a Permitted Acquisition or other Permitted Investment (or other acquisition or investment not prohibited hereunder) or is otherwise merged or consolidated with a Restricted Subsidiary, provided that (A) such Liens are not incurred in connection with or in anticipation of such Permitted Acquisition or other Permitted Investment or other acquisition or investment not prohibited hereunder or merger or consolidation and do not attach to any other assets of any Loan Party or any Restricted Subsidiary, (B) such Liens secure Indebtedness permitted by clause (g) of the definition of “Permitted Indebtedness” and (C) the aggregate amount of obligations secured by Liens permitted by this clause (n) do not exceed at any time an amount equal to the greater of (x) $100,000,000 and (y) an amount equal to 10.0% of the Total Assets acquired pursuant to each such transaction consummated after the Effective Date, and (ii) any renewals or extensions thereof, provided that (A) the property covered thereby is not changed, (B) the amount secured or benefited thereby is not increased (other than as permitted as “Permitted Indebtedness”), (C) the direct or any contingent obligor with respect thereto is not changed, and (D) any renewal or extension of the obligations secured or benefited thereby is otherwise permitted hereunder;

(o)    Liens in favor of customs and revenues authorities imposed by applicable Laws arising in the ordinary course of business in connection with the importation of goods and securing obligations (i) that are not overdue by more than thirty (30) days, or (ii) (A) that are being contested in good faith by appropriate proceedings, (B) the applicable Loan Party or Restricted Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (C) such contest effectively suspends collection of the contested obligation and enforcement of any Lien securing such obligation;

(p)    Liens securing ABL Facility Indebtedness and Permitted Refinancings thereof permitted pursuant to clause (r) of the definition of “Permitted Indebtedness”; provided such Liens are subject at all times to the Intercreditor Agreement;

(q)    Liens on the Collateral securing Incremental Equivalent Debt issued pursuant to clause (u) of the definition of “Permitted Indebtedness” so long as such Liens are subject to an Intercreditor Agreement (i) as Liens securing “Additional Pari Term Loan Debt” or equivalent

term if such Indebtedness is secured by the Collateral on a pari passu basis (but without regard to the control of remedies) with the Liens securing the Obligations, or (ii) as Liens securing “Additional Junior Debt” or equivalent term if such Indebtedness is secured by the Collateral on a junior priority basis to the Liens securing the Obligations;

(r)    Liens solely on any cash earnest money deposits made by a Borrower or any of its Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder or consisting of an agreement to sell any property (including liens on assets deemed to arise as a result thereof);

(s)    Liens on the Collateral securing obligations in respect of Permitted First Priority Refinancing Debt or Permitted Junior Priority Refinancing Debt; provided that (x) any such Liens securing any Permitted First Priority Refinancing Debt are subject to an Intercreditor Agreement as Liens securing “Additional Pari Term Loan Debt” and (y) any such Liens securing any Permitted Junior Priority Refinancing Debt are subject to an Intercreditor Agreement as Liens securing “Additional Junior Debt” or equivalent term;

(t)    Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into in the ordinary course of business;

(u)    deposits made in the ordinary course of business to secure liability to insurance carriers and Liens arising by operation of law or contract on insurance policies and the proceeds thereof to secure premiums thereunder, and Liens, pledges and deposits in the ordinary course of business securing liability for premiums or reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefits of) insurance carriers;

(v)    any interest or title of a lessor, sublessor, licensor or sublicensor under leases, subleases, licenses or sublicenses (including software and other technology licenses) entered into by a Borrower or any of its Subsidiaries in the ordinary course of business;

(w)    Liens in favor of any Loan Party;

(x)    Liens incurred by a Restricted Subsidiary that is not a Loan Party securing any Permitted Indebtedness of a Restricted Subsidiary that is not a Loan Party;

(y)    Liens not otherwise permitted by any one or more of the foregoing clauses; provided that (i) the aggregate principal amount of obligations secured thereby does not exceed the greater of $100,000,000 and 10.0% of Total Assets at any time, and (ii) if any such Lien is granted over any of the Collateral, such Lien must be subject to the Intercreditor Agreement and junior in all respects to the Liens in favor of the Obligations under this Agreement;

(z)    Liens on cash deposits, securities or other property in deposit or securities accounts in connection with the redemption, defeasance, repurchase or other discharge of any notes issued by the Parent or any of its Subsidiaries to the extent not prohibited by Section 7.07 of this Agreement;

(aa)    any encumbrance or restriction (including put and call arrangements) with respect to Equity Interests of any joint venture or similar arrangement pursuant to any joint venture or similar agreement;

(bb)    Liens on Equity Interests of Unrestricted Subsidiaries;

(cc)    Liens securing Indebtedness permitted pursuant to clauses (j) and (l) (to the extent the related Permitted Indebtedness is permitted to be secured under this definition) of the definition of “Permitted Indebtedness”;

(dd)    Liens to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancings, refundings, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clause (n); provided, however, that (i) such new Lien shall be limited to all or part of the same property that was encumbered by the original Lien (plus improvements on such property) or could have been encumbered by the original Lien and (ii) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (A) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under such clause at the time the original Lien became a Permitted Encumbrance, plus accretion of original issue discount, and (B) an amount necessary to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement;

(ee)    Liens on cash collateral deposited into any escrow account issued in connection with any Permitted Acquisition pursuant to customary escrow arrangements reasonably satisfactory to the Administrative Agent to the extent such cash collateral represents the proceeds of financing and additional amounts to pay accrued interest on and/or the redemption price of the financing;

(ff)     Liens securing Indebtedness permitted pursuant to clauses (d) (to the extent the related Permitted Indebtedness is permitted to be secured under this definition) and (n) of the definition of “Permitted Indebtedness” in an aggregate principal amount not to exceed $15,000,000 at any time; and

(gg)     Liens on accounts receivable and related assets of the type specified in the definition of “Receivables Financing” arising in connection with a Qualified Receivables Financing.

“ Permitted First Priority Refinancing Debt ” means any secured Indebtedness (including any Registered Equivalent Notes) incurred by the Parent or any other Loan Party in the form of one or more series of senior secured notes or loans; provided that (i) such Indebtedness is secured by the Collateral on a pari passu basis (but without regard to the control of remedies) with the Obligations and is not secured by any property or assets other than the Collateral, (ii) such Indebtedness is not at any time incurred or guaranteed by any Persons other than the Loan Parties, (iii) such Indebtedness does not mature or have scheduled amortization or payments of principal (other than customary offers to repurchase upon a change of control, asset sale or event of loss and a customary acceleration right after an event of default) prior to the date that is 91 days after the Latest Maturity Date of any Term Loan outstanding at the time such Indebtedness is incurred or issued, (iv) the security agreements relating to such Indebtedness are substantially the same as or more favorable to the Loan Parties than the Loan Documents (with such differences as are reasonably satisfactory to the Administrative Agent), (v) a Senior Representative acting on behalf of the holders of such Indebtedness shall have become party to or otherwise subject to the provisions of the Intercreditor Agreement and (vi) such Indebtedness otherwise constitutes Credit Agreement Refinancing Indebtedness. Permitted First Priority Refinancing Debt will include any Registered Equivalent Notes issued in exchange therefor.

“ Permitted Holders ” means the Sponsor and any other Funds or managed accounts managed by the Sponsor or any of the Sponsor’s Affiliates and Keane Investor.

“ Permitted Indebtedness ” means each of the following:

(a)    Indebtedness outstanding on the Effective Date and listed on Schedule 7.03 , and any Permitted Refinancing thereof;

(b)    Indebtedness among the Parent and its Restricted Subsidiaries; provided that all such Indebtedness of any Loan Party owed to any Restricted Subsidiary that is not a Loan Party shall be subordinated to the Obligations in a manner reasonably satisfactory to the Administrative Agent; provided , further , that all such Indebtedness of any Restricted Subsidiary that is not a Loan Party owed to any Loan Party shall be subject to clause (c) of the definition of “Permitted Investments”; provided , further , that any subsequent issuance or transfer of any Equity Interests or any other event which results in any Restricted Subsidiary lending such Indebtedness ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to a Borrower or another Restricted Subsidiary) shall be deemed, in each case, to be an incurrence of such Indebtedness;

(c)    without duplication of Indebtedness described in clause (f) below, purchase money Indebtedness of any Loan Party incurred after the Effective Date to finance the acquisition, lease, construction or improvement of any fixed or capital assets, including Attributable Indebtedness under Capital Lease Obligations and Synthetic Lease Obligations, and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and Permitted Refinancings thereof, provided , however , that (i) the aggregate principal amount of Indebtedness permitted by this clause (c) shall not exceed the greater of $100,000,000 and 10.0% of Total Assets at the time of incurrence, (ii) such Indebtedness is incurred prior to or within two hundred and seventy days (270) after such acquisition, lease, construction or improvement (other than Permitted Refinancing thereof), and (iii) such Indebtedness does not exceed the cost of acquisition, lease, construction or improvement of such fixed or capital assets;

(d)    obligations (contingent or otherwise) of any Loan Party or any Restricted Subsidiary thereof existing or arising under any Swap Contract, provided that such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations in commodity prices, interest rates or foreign exchange rates, and not for purposes of speculation or taking a “market view”;

(e)    obligations in respect of self-insurance and obligations (including reimbursement obligations with respect to letters of credit and bank guarantees) in respect of performance, bid, appeal and surety bonds and similar instruments and performance and completion guarantees and similar obligations, in each case, incurred in the ordinary course of business;

(f)    Indebtedness with respect to the deferred purchase price for any Permitted Acquisition or other Permitted Investment, provided that such Indebtedness (other than Earn-Out Obligations) is subordinated to the Obligations on terms reasonably acceptable to the Administrative Agent (which terms may include payment blockers and other customary terms);

(g)    Indebtedness of any Person that becomes a Restricted Subsidiary of a Loan Party in a Permitted Acquisition or Permitted Investment (or other acquisition or investment not

prohibited hereunder), which Indebtedness is existing at the time such Person becomes a Restricted Subsidiary of a Loan Party (other than Indebtedness incurred solely in contemplation of such Person’s becoming a Restricted Subsidiary of a Loan Party) and Permitted Refinancings thereof; provided that the aggregate principal amount of Indebtedness permitted to be incurred pursuant to this clause (g) shall not exceed the greater of $100,000,000 and 10.0% of Total Assets at any time outstanding;

(h)    the Obligations;

(i)    Indebtedness incurred by a Receivables Subsidiary in a Qualified Receivables Financing that is not recourse (except for Standard Securitization Undertakings) to the Parent or any of its Subsidiaries;

(j)    Indebtedness arising pursuant to appeal bonds or similar instruments required in connection with judgments that do not result in an Event of Default pursuant to Section 8.01(h);

(k)    [reserved];

(l)    Guarantees of Indebtedness described in this definition;

(m)    Credit Agreement Refinancing Indebtedness; provided that no Event of Default shall have occurred and be continuing or would result from such incurrence after giving pro forma effect to such incurrence and the intended use of proceeds thereof;

(n)    Indebtedness with respect to all obligations and liabilities, contingent or otherwise, in respect of letters of credit, acceptances and similar facilities incurred in the ordinary course of business, including, without limitation, letters of credit in respect of workers’ compensation claims, health, disability or other employee benefits (whether current or former) or property, casualty or liability insurance or self-insurance, or other Indebtedness with respect to reimbursement-type obligations regarding workers’ compensation claims;

(o)    Indebtedness to current or former officers, managers, consultants, directors and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests of the Parent or any other direct or indirect parent of a Borrower permitted by Section 7.06(d);

(p)    Indebtedness consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business;

(q)    (i) obligations under Cash Management Services and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, credit card processing services and purchase cards or (ii) Indebtedness arising from the honoring of a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Indebtedness is extinguished within ten (10) Business Days of its incurrence;

(r)    ABL Facility Indebtedness and, to the extent permitted under the Intercreditor Agreement, any Permitted Refinancing thereof, in each case in an aggregate principal amount (excluding in respect of Swap Contracts and Cash Management Services (as defined in the ABL

Credit Agreement) constituting ABL Facility Indebtedness) not to exceed the greater of (x) $500,000,000 and (y) the Borrowing Base (measured at the time of incurrence thereof) (as defined in the ABL Credit Agreement as in effect on the Effective Date);

(s)    Indebtedness secured by cash deposits, securities or other property in deposit or securities accounts in connection with the redemption, defeasance, repurchase or other discharge of any notes to the extent not prohibited by Section 7.07 of this Agreement;

(t)    Indebtedness not specifically described herein in an aggregate principal amount not to exceed the greater of (x) $100,000,000 and (y) 10.0% of Total Assets; provided that no Event of Default shall have occurred and be continuing or would result from such incurrence after giving pro forma effect to such incurrence and the intended use of proceeds thereof;

(u)     Incremental Equivalent Debt in an aggregate principal amount not to exceed at any one time outstanding the then-available Incremental Amount, and any Permitted Refinancings thereof;

(v)    to the extent constituting Indebtedness, obligations in respect of (i) customer deposits and advance payments received in the ordinary course of business; (ii) letters of credit, bankers’ acceptances, guarantees or other similar instruments or obligations issued or relating to liabilities or obligations incurred in the ordinary course of business and (iii) any customary cash management, cash pooling or netting or setting off arrangements or automatic clearinghouse arrangements in the ordinary course of business;

(w)     Indebtedness of Foreign Subsidiaries of the Parent in an aggregate principal amount not to exceed the greater of (x) $50,000,000 and (y) 5.0% of Total Assets, and any Permitted Refinancing thereof; and

(x)    Contribution Indebtedness, and any Permitted Refinancing thereof.

“ Permitted Investments ” means each of the following:

(a)    the following (collectively, “ Cash Equivalents ”) (including the subsequent monetization thereof):

(i)    U.S. dollars, pounds sterling, euros, the national currency of any participating member state of the European Union or, in the case of any Foreign Subsidiary that is a Restricted Subsidiary, such local currencies held by it from time to time in the ordinary course of business;

(ii)    securities issued or directly and fully guaranteed or insured by the government of the United States or any country that is a member of the European Union or any agency or instrumentality thereof in each case with maturities not exceeding two years from the date of acquisition;

(iii)    certificates of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances, in each case with maturities not exceeding one year, and overnight bank deposits, in each case with any commercial bank having capital and surplus in excess of $500,000,000, or the foreign currency equivalent thereof, and whose long-term debt is rated “A” or the

equivalent thereof by Moody’s or S&P (or reasonably equivalent ratings of another internationally recognized ratings agency);

(iv)    repurchase obligations for underlying securities of the types described in clauses (ii) and (iii) above entered into with any financial institution meeting the qualifications specified in clause (iii) above;

(v)    commercial paper issued by a corporation (other than an Affiliate of the Parent) rated at least “A-1” or the equivalent thereof by Moody’s or S&P (or reasonably equivalent ratings of another internationally recognized ratings agency) and in each case maturing within one year after the date of acquisition;

(vi)    readily marketable direct obligations issued by any state of the United States of America or any political subdivision thereof having one of the two highest rating categories obtainable from either Moody’s or S&P (or reasonably equivalent ratings of another internationally recognized ratings agency) in each case with maturities not exceeding two years from the date of acquisition;

(vii)    Indebtedness issued by Persons (other than the Sponsor or any of its Affiliates) with a rating of “A” or higher from S&P or “A-2” or higher from Moody’s in each case with maturities not exceeding two years from the date of acquisition; and

(viii)    investment funds investing at least 95% of their assets in securities of the types described in clauses (i) through (vii) above.

(b)    Investments (i) existing on the Effective Date, and set forth on Schedule 7.02 , (ii) made pursuant to binding commitments (whether or not subject to conditions) in effect on the Effective Date and set forth on Schedule 7.02 or (iii) that replace, refinance, refund, renew or extend any Investment described under either of the immediately preceding clauses (i) or (ii) but not any increase in the amount thereof unless required by the terms of the Investment (as of the Effective Date) or otherwise permitted hereunder;

(c)    Investments in the Parent and its Restricted Subsidiaries; provided that Investments by Loan Parties in Restricted Subsidiaries that are not Loan Parties shall not exceed $50,000,000 in the aggregate;

(d)    Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss;

(e)    Guarantees constituting Permitted Indebtedness;

(f)    Investments by any Loan Party in Swap Contracts permitted hereunder;

(g)    Investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with customers and suppliers, in each case in the ordinary course of business;

(h)    loans or advances to officers, directors and employees of any Loan Party (or any direct or indirect parent thereof) or any of its Restricted Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes and (ii) for any other purposes not described in the foregoing clause (i); provided that the aggregate principal amount of Investments outstanding at any time under clause (ii) above shall not exceed $15,000,000;

(i)    advances of payroll payments to employees in the ordinary course of business and Investments made pursuant to employment and severance arrangements of officers and employees in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements in the ordinary course of business;

(j)    Investments constituting Permitted Acquisitions;

(k)    Investments consisting of deposits, prepayments and other credits to suppliers in the ordinary course of business;

(l)    the endorsement of instruments for collection or deposit in the ordinary course of business;

(m)    Investments consisting of non-cash consideration received in connection with the Permitted Dispositions;

(n)    Investments in Unrestricted Subsidiaries having an aggregate Fair Market Value, taken together with all other Investments made pursuant to this clause (n) that are at that time outstanding, not to exceed the greater of (x) $50,000,000 and (y) 5.0% of Total Assets at the time of such Investment (with the Fair Market Value of each Investment being measured at the time made and without giving effect to subsequent changes in value);

(o)    Investments of a Restricted Subsidiary acquired after the Effective Date or of an entity merged into or consolidated with a Restricted Subsidiary in accordance with the definition of Unrestricted Subsidiary after the Effective Date to the extent that such Investments were not made in contemplation of such acquisition, merger or consolidation and were in existence on the date of such acquisition, merger or consolidation;

(p)    Investments in joint ventures (other than Investments in an Unrestricted Subsidiary made after its designation) made after the Effective Date in an aggregate outstanding amount, taken together with all other Investments made pursuant to this clause (p) and clause (s) below that are at that time outstanding, not to exceed the greater of (x) $100,000,000 and (y) 10.0% of Total Assets at the time of such Investment;

(q)    additional Investments (other than the purchase or other acquisition of property and assets or businesses of any Person or of assets constituting a business unit, a line of business or division of such Person or Equity Interests in a Person that, upon the consummation thereof, will be a Restricted Subsidiary (including as a result of a merger or consolidation)); provided that, as of the date of such Investment and after giving pro forma effect thereto and any related transactions, (x) no Event of Default shall exist or have occurred and be continuing (other than in respect of any Designated Transaction, in which case compliance with this clause (q) will be determined in accordance with Section 1.06(e)) and (y) the aggregate outstanding amount of Investments made in reliance on this clause (q) shall not at any time exceed the sum of (A) the

greater of (1) $100,000,000 and (2) 10.0% of Total Assets at the time of such Investment and (B) an unlimited amount, so long as the Total Net Leverage Ratio would be, on a pro forma basis after giving effect to such Investment, no greater than 3.00:1.00;

(r)    Investments consisting of (i) purchases, redemptions or other acquisitions of any notes issued by the Parent or any of its Subsidiaries, or (ii) cash, securities or other property in deposit or securities accounts created in connection with the redemption, defeasance, repurchase, satisfaction or discharge of any such notes or any Permitted Refinancing in respect thereof, in each case, in accordance with Section 7.07;

(s)    Investments in a Similar Business (other than an Investment in an Unrestricted Subsidiary) having an aggregate Fair Market Value, taken together with all other Investments made pursuant to this clause (s) and clause (p) above that are at the time outstanding, not to exceed the greater of (x) $100,000,000 and (y) 10.0% of Total Assets, at the time of such Investment (with the Fair Market Value of each Investment being measured at the time made and without giving effect to subsequent changes in value);

(t)    Investments consisting of the licensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons;

(u)    Investments consisting of purchases and acquisitions of inventory, supplies, materials and equipment or purchases of contract rights or licenses or leases of intellectual property, in each case in the ordinary course of business;

(v)    Investments in a Receivables Subsidiary or any Investment by a Receivables Subsidiary in any other Person in connection with a Qualified Receivables Financing, including Investments of funds held in accounts permitted or required by the arrangements governing such Qualified Receivables Financing or any related Indebtedness;

(w)    Investments by an Unrestricted Subsidiary entered into prior to the day such Unrestricted Subsidiary is redesignated as a Restricted Subsidiary and not entered into in contemplation thereof;

(x)    Investments in receivables owing to the Parent or any Restricted Subsidiary created or acquired in the ordinary course of business;

(y)    to the extent constituting an Investment, Permitted Encumbrances or Permitted Indebtedness;

(z)    Investments consisting of earnest money deposits required in connection with a purchase agreement, or letter of intent, or other acquisitions to the extent not otherwise prohibited hereunder; and

(aa)    contributions to a “rabbi” trust for the benefit of employees or other grantor trust subject to claims of creditors in the case of a bankruptcy of the Parent or any of its Subsidiaries;

(bb)    Investments the payment for which consists of the Equity Interests of the Parent (other than Disqualified Stock) or any direct or indirect parent of the Parent; and

(cc)    other Investments not specifically described herein (other than the purchase or other acquisition of property and assets or businesses of any Person or of assets constituting a business unit, a line of business or division of such Person or Equity Interests in a Person that, upon the consummation thereof, will be a Restricted Subsidiary (including as a result of a merger or consolidation)) in an aggregate amount pursuant to this clause (cc) not to exceed the portion, if any, of the Cumulative Credit on the date of such election that the Lead Borrower elects to apply to this clause (cc), such election to be specified in a written notice of a Responsible Officer of the Lead Borrower calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so applied; provided that, the use of any portion of the Cumulative Credit comprised of amounts available under the Net Income Grower Amount for Investments under this clause (cc) shall be subject to compliance with a maximum Total Net Leverage Ratio of no greater than 3.50:1.00, calculated on a pro forma basis after giving effect to such Investment.

“ Permitted Junior Priority Refinancing Debt ” means secured Indebtedness (including any Registered Equivalent Notes) incurred by the Parent or any other Loan Party in the form of one or more series of junior priority secured notes or junior priority secured loans; provided that (i) such Indebtedness is secured by the Collateral on a second priority (or other junior priority) basis to the Liens securing the Obligations and the obligations in respect of any Permitted First Priority Refinancing Debt and is not secured by any property or assets other than the Collateral, (ii) such Indebtedness may be secured by a Lien on the Collateral that is junior to the Liens securing the Obligations and the obligations in respect of any Permitted First Priority Refinancing Debt, notwithstanding any provision to the contrary contained in the definition of “Credit Agreement Refinancing Indebtedness,” (iii) a Senior Representative acting on behalf of the holders of such Indebtedness shall have become party to or otherwise subject to the provisions of the Intercreditor Agreements, (iv) such Indebtedness does not mature or have scheduled amortization payments of principal or payments of principal and is not subject to mandatory redemption, repurchase, prepayment or sinking fund obligations (except customary asset sale or change of control provisions that provide for the prior repayment in full of the Term Loans and all other Obligations), in each case prior to 91 days after the Latest Maturity Date at the time such Indebtedness is incurred, (v) such Indebtedness is not at any time incurred or guaranteed by any Persons other than the Loan Parties, (vi) the security agreements relating to such Indebtedness are substantially the same as or more favorable to the Loan Parties than the Loan Documents (with such differences as are reasonably satisfactory to the Administrative Agent) and (vii) such Indebtedness otherwise constitutes Credit Agreement Refinancing Indebtedness. Permitted Junior Priority Refinancing Debt will include any Registered Equivalent Notes issued in exchange therefor.

“ Permitted Refinancing ” means, with respect to any Person, any modification, refinancing, refunding, renewal, replacement or extension of any Indebtedness of such Person; provided that (a) the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) plus accrued and unpaid interest thereon of the Indebtedness so modified, refinanced, refunded, renewed, replaced or extended except by an amount equal to unpaid accrued interest and premium (including any customary tender premiums) thereon plus other amounts paid, and fees and expenses reasonably incurred, in connection with such modification, refinancing, refunding, renewal, replacement or extension and by an amount equal to any existing commitments unutilized thereunder, (b) such modification, refinancing, refunding, renewal, replacement or extension has a final maturity date equal to or later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being modified, refinanced, refunded, renewed, replaced or extended (measured at the time such modification, refinancing, refunding, renewal, replacement or extension occurs), (c) at the time thereof, no Event of Default shall have occurred

and be continuing, (d) to the extent such Indebtedness being modified, refinanced, refunded, renewed, replaced or extended is subordinated in right of payment to the Obligations, such modification, refinancing, refunding, renewal, replacement or extension is subordinated in right of payment to the Obligations on terms at least as favorable to the Lenders as those contained in the documentation governing the Indebtedness being modified, refinanced, refunded, renewed, replaced or extended; provided that a certificate of a Responsible Officer delivered to the Administrative Agent stating that the Lead Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirement shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement and (e) such modification, refinancing, refunding, renewal, replacement or extension is incurred by the Person who is the obligor or guarantor of, and shall not have greater guarantees or security than, the Indebtedness being modified, refinanced, refunded, renewed, replaced or extended.

“ Permitted Unsecured Refinancing Debt ” means unsecured Indebtedness (including any Registered Equivalent Notes) incurred by the Parent or any other Loan Party in the form of one or more series of senior unsecured notes or loans; provided that (i) such Indebtedness constitutes Credit Agreement Refinancing Indebtedness, (ii) such Indebtedness does not mature or have scheduled amortization payments of principal or payments of principal and is not subject to mandatory redemption, repurchase, prepayment or sinking fund obligations (except customary asset sale or change of control provisions that provide for the prior repayment in full of the Term Loans and all other Obligations), in each case prior to 91 days after the Latest Maturity Date at the time such Indebtedness is incurred and (iii) such Indebtedness is not at any time incurred or guaranteed by any Person other than the Loan Parties.

“ Person ” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, limited partnership, Governmental Authority or other entity.

“ Plan ” means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) established or maintained by a Borrower or, with respect to any such plan that is subject to Section 412 of the Code or Title IV of ERISA, any ERISA Affiliate.

“ Platform ” has the meaning specified in Section 6.02.

“ Preferred Stock ” means any Equity Interest with preferential right of payment of dividends or upon liquidation, dissolution, or winding up.

“ Pro Rata Share ” means, with respect to each Lender, at any time a fraction (expressed as a percentage, carried out to the ninth decimal place), the numerator of which is the amount of the Commitments and, if applicable and without duplication, Term Loans of such Lender of the applicable Class or Classes at such time and the denominator of which is the amount of the aggregate Commitments and, if applicable and without duplication, Term Loans of the applicable Class or Classes at such time.

“ PTE ” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.

“ Public Lender ” has the meaning specified in Section 6.02.

“ Qualified Capital Stock ” means any Equity Interest that is Disqualified Stock.

“ Qualified Receivables Financing ” shall mean any Receivables Financing of a Receivables Subsidiary that meets the following conditions:

(1)    the Board of Directors of the Parent shall have determined in good faith that such Qualified Receivables Financing (including financing terms, covenants, termination events and other provisions) is in the aggregate economically fair and reasonable to the Parent and the Receivables Subsidiary,

(2)    all sales of accounts receivable and related assets to and by the Receivables Subsidiary are made at Fair Market Value, and

(3)    the financing terms, covenants, termination events and other provisions thereof shall be market terms (as determined in good faith by the Parent) and may include Standard Securitization Undertakings.

The grant of a security interest in any accounts receivable of the Keane Group (other than a Receivables Subsidiary) to secure the ABL Facility shall not be deemed a Qualified Receivables Financing.

“ Real Estate ” means all Leases and all land, together with the buildings, structures, parking areas, and other improvements thereon, now or hereafter owned by any Loan Party, including all easements, rights-of-way, and similar rights relating thereto and all leases, tenancies, and occupancies thereof.

“ Receivables Financing ” shall mean any transaction or series of transactions pursuant to which the Keane Group may sell, convey or otherwise transfer to (a) a Receivables Subsidiary (in the case of a transfer by the Keane Group), and (b) any other Person (in the case of a transfer by a Receivables Subsidiary), or may grant a security interest in, any accounts receivable (whether now existing or arising in the future) of the Parent or any of its Subsidiaries, and any assets related thereto including, without limitation, all collateral securing such accounts receivable, all contracts and all guarantees or other obligations in respect of such accounts receivable, proceeds of such accounts receivable and other assets which are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving accounts receivable and any hedging obligations pursuant to a Swap Contract entered into by the Parent or any such Subsidiary in connection with such accounts receivable.

“ Receivables Repurchase Obligation ” shall mean any obligation of a seller of receivables in a Qualified Receivables Financing to repurchase receivables arising as a result of a breach of a representation, warranty or covenant or otherwise, including as a result of a receivable or portion thereof becoming subject to any asserted defense, dispute, off-set or counterclaim of any kind as a result of any action taken by, any failure to take action by or any other event relating to the seller.

“ Receivables Subsidiary ” shall mean a wholly owned Subsidiary of the Parent (or other Person formed for the purposes of engaging in a Qualified Receivables Financing with the Parent or its Subsidiaries in which the Parent or any of its Subsidiaries makes an Investment and to which the Parent or any of its Subsidiaries transfers accounts receivable and related assets) which engages in no activities other than in connection with the Receivables Financing, all proceeds thereof and all rights (contractual or other), collateral and other assets relating thereto, and any business or activities incidental or related to such business and which is designated by the Board of Directors of the Parent (as provided below) as a Receivables Subsidiary and:

(a)    no portion of the Indebtedness or any other obligations (contingent or otherwise) of which (i) is guaranteed by the Parent or any of its Restricted Subsidiaries (excluding guarantees of obligations (other than the principal of, and interest on, Indebtedness) pursuant to Standard Securitization Undertakings), (ii) is recourse to or obligates the Parent or any of its Restricted Subsidiaries (other than such Receivables Subsidiary) in any way other than pursuant to Standard Securitization Undertakings, or (iii) subjects any property or asset of the Parent or any of its Restricted Subsidiaries, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings,

(b)    with which neither the Parent nor any of its Restricted Subsidiaries has any material contract, agreement, arrangement or understanding other than on terms which the Parent reasonably believes to be no less favorable to the Parent or such Subsidiary than those that might be obtained at the time from Persons that are not Affiliates of the Parent or such Subsidiary, and

(c)    to which neither the Parent nor any of its Restricted Subsidiaries has any obligation to maintain or preserve such entity’s financial condition or cause such entity to achieve certain levels of operating results.

Any such designation by the Board of Directors of the Parent or such other Person shall be evidenced to the Administrative Agent by delivery to the Administrative Agent of a certified copy of the resolution of the Board of Directors of the Parent or such other Person giving effect to such designation and a certificate executed by a Responsible Officer certifying that such designation complied with the foregoing conditions.

“ Refinanced Term Loans ” has the meaning provided in Section 10.01.

“ Refinancing Amendment ” means an amendment to this Agreement executed by each of (a) the Loan Parties, (b) the Agents, (c) each Additional Refinancing Lender and (d) each Lender that agrees to provide any portion of Refinancing Term Loans in accordance with Section 2.17.

“ Refinancing Series ” means all Refinancing Term Loans or Refinancing Term Commitments that are established pursuant to the same Refinancing Amendment (or any subsequent Refinancing Amendment to the extent such Refinancing Amendment expressly provides that the Refinancing Term Loans or Refinancing Term Commitments provided for therein are intended to be a part of any previously established Refinancing Series) and that provide for the same Effective Yield and amortization schedule.

“ Refinancing Term Commitments ” means one or more term loan commitments hereunder that fund Refinancing Term Loans of the applicable Refinancing Series hereunder pursuant to a Refinancing Amendment.

“ Refinancing Term Loans ” means one or more term loans hereunder that are effected pursuant to a Refinancing Amendment.

“ Register ” has the meaning specified in Section 10.06(c).

“ Registered Equivalent Notes ” means, with respect to any notes originally issued in an offering pursuant to Rule 144A under the Securities Act of 1933 or other private placement transaction under the Securities Act of 1933, substantially identical notes (having the same guarantees) issued in a dollar-for-dollar exchange therefor pursuant to an exchange offer registered with the SEC.

“ Registered Public Accounting Firm ” has the meaning specified by the Securities Laws and shall be independent of the Keane Group as prescribed by the Securities Laws.

“ Related Parties ” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents and advisors of such Person and of such Person’s Affiliates.

“ Release ” means any release, spill, emission, leaking, dumping, injection, pouring, deposit, disposal, discharge, dispersal, leaching or migration into or through the Environment or within, from or into any building, structure, facility or fixture.

“ Replacement Term Loans ” has the meaning provided in Section 10.01.

“ Reportable Event ” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30 day notice period has been waived.

“ Reports ” has the meaning provided in Section 9.12(b).

“ Repricing Transaction ” shall mean (1) the incurrence by the Parent or any of its Restricted Subsidiaries of any Indebtedness (including, without limitation, any new or additional term loans under this Agreement, whether incurred directly or by way of the conversion of Term Loans into a new tranche of Replacement Term Loans under this Agreement) that is broadly marketed or syndicated to banks and other institutional investors in financings similar to the facilities provided for in this Agreement (i) having an Effective Yield for the respective Type of such Indebtedness that is less than the Effective Yield for Term Loans then in effect of the respective Type (with the comparative determinations to be made in the reasonable judgment of the Administrative Agent consistent with generally accepted financial practices), but excluding Indebtedness incurred in connection with a Change of Control or Acquisition (or similar Investment) not otherwise permitted under the Loan Documents, and (ii) the proceeds of which are used to prepay (or, in the case of a conversion, deemed to prepay or replace), in whole or in part, outstanding principal of Term Loans, excluding, for the avoidance of doubt, any prepayment made with cash on hand or the proceeds of any revolving loans under the ABL Facility or (2) any effective reduction in the Applicable Margin for Term Loans (e.g., by way of amendment, waiver or otherwise) (with such determination to be made in the reasonable judgment of the Administrative Agent, consistent with generally accepted financial practices), in the case of each of clauses (1) and (2) above, other than any such incurrence or effective reduction (x) in connection with any Qualified Receivables Financing or (y) in a transaction the primary purpose of which is not to lower the Effective Yield or reduce the Applicable Margin with respect to, the Term Loans. Any such determination with respect to Effective Yield or Applicable Margin by the Administrative Agent as contemplated by preceding clauses (1) and (2) shall be conclusive and binding on all Lenders holding Term Loans absent manifest error.

“ Required Lenders ” means, as of any date of determination, Lenders holding in the aggregate more than 50% of the Total Outstandings; provided that the Commitment of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.

“ Responsible Officer ” means the chief executive officer, president, chief financial officer, vice president, treasurer or assistant treasurer, or secretary or assistant secretary of a Loan Party (or any individual performing substantially similar functions regardless of his or her title) or any of the other individuals designated in writing to the Administrative Agent by an existing Responsible Officer of a Loan Party as an authorized signatory of any certificate or other document to be delivered hereunder. 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. Any reference to an officer’s certificate herein shall be deemed to be a reference to a certificate of a Responsible Officer of the applicable party or, if no party is specified, the Lead Borrower.

“ Restricted Payment ” means the declaration or payment of any dividend or other distribution or other payment (whether in cash, securities or other property) on account of any Equity Interests of the Parent or any Restricted Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancellation, termination of, or other acquisition for value of, any such Equity Interests.

“ Restricted Subsidiary ” means, at any time, any direct or indirect Subsidiary of the Parent that is not then an Unrestricted Subsidiary; provided that upon an Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary, such Subsidiary shall be included in the definition of “Restricted Subsidiary.”

“ Retained Declined Proceeds ” has the meaning provided in Section 2.05(f).

“ Retained Disposition Amount ” has the meaning provided in the definition of “Net Proceeds”.

“ RockPile Transaction ” means the acquisition of certain assets located in the United States by the Parent and its Subsidiaries pursuant to the Asset Purchase Agreement, dated as of May 17, 2017 by and among Keane Group, Inc., RockPile Energy Holdings, LLC, RockPile Management Newco, LLC and RockPile Energy Services, LLC, and the transaction related thereto.

“ S&P ” means S&P Global Ratings and any successor thereto.

“ Sanction(s) ” means any applicable economic sanctions program having the force of law administered or enforced by the United States Government (including without limitation, OFAC), the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority.

“ Sarbanes-Oxley ” means the Sarbanes-Oxley Act of 2002.

“ SEC ” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

“ Secured Net Leverage Ratio ” means as of any date, the ratio of (a) Total Net Debt outstanding on such date that is then secured by Liens on property or assets of the Parent or its Restricted Subsidiaries to (b) Consolidated EBITDA for the latest Measurement Period ending closest to such date, all calculated for the Parent on a Consolidated basis.

“ Securities Laws ” means the Securities Act of 1933, the Securities Exchange Act of 1934, Sarbanes-Oxley, and the applicable accounting and auditing principles, rules, standards and practices promulgated, approved or incorporated by the SEC or the PCAOB.

“ Security Agreement ” means the Security Agreement dated as of the Effective Date among the Loan Parties and the Collateral Agent in the form of Exhibit H hereto.

“ Security Documents ” means the Security Agreement and each other security agreement or other instrument or document executed and delivered by any Loan Party to the Collateral Agent pursuant to this Agreement or any other Loan Document granting a Lien to secure any of the Obligations.

“ Senior Managing Agent ” means Citigroup Global Markets Inc. and Morgan Stanley Senior Funding, Inc., each in its capacity as senior managing agent.

“ Senior Representative ” means, with respect to any series of Permitted First Priority Refinancing Debt or Permitted Junior Priority Refinancing Debt, the trustee, agent, collateral agent, security agent or similar agent under the indenture or agreement pursuant to which such Indebtedness is issued, incurred or otherwise obtained, as the case may be, and each of their successors in such capacities.

“ Shareholders’ Equity ” means, as of any date of determination, consolidated shareholders’ equity of the Keane Group as of that date determined in accordance with GAAP.

“ Similar Business ” means any business conducted or proposed to be conducted by the Parent and its Restricted Subsidiaries on the Effective Date or any business that is similar, reasonably related, incidental, ancillary or complementary thereto, or is a reasonable extension, development or expansion thereof.

“ Solvent ” and “ Solvency ” mean, with respect to any Person on a particular date, that on such date (a) at fair valuation, all of the properties and assets of such Person are greater than the sum of the debts, including contingent liabilities, of such Person, (b) the present fair saleable value of the properties and assets of such Person will be greater than the amount that would be required to pay the probable liability of such Person on its debts and other liabilities, subordinated, contingent or otherwise, as they become absolute and matured, (c) such Person is able to realize upon its properties and assets and pay its debts and other liabilities, contingent obligations and other commitments as they mature in the normal course of business, (d) such Person does not intend to, and does not believe that it will, incur debts beyond such Person’s ability to pay as such debts mature, and (e) such Person is not engaged in a business or a transaction, and is not about to engage in a business or transaction, for which such Person’s properties and assets would constitute unreasonably small capital after giving due consideration to the prevailing practices in the industry in which such Person is engaged. The amount of all guarantees at any time shall be computed as the amount that, in light of all the facts and circumstances existing at the time, can reasonably be expected to become an actual or matured liability.

“ Specified Acquisition Agreement Representations ” means, with respect to any Designated Transaction to be financed in any part by the proceeds of Incremental Term Loan Commitments, the representations and warranties set forth in the definitive agreement therefor that are material to the interest of the Incremental Term Lenders, and only to the extent that the Parent or any of its Restricted Subsidiaries has the right to terminate its obligations under such agreement or decline to consummate the Designated Transaction as a result of a breach of such representations and warranties.

“ Specified Representations ” means, with respect to any Designated Transaction, the representations set forth in Sections 5.01(a), 5.01(b)(ii), 5.02(a), 5.02(d), 5.04, 5.13, 5.18 (subject to the exclusions and other limitations in the Security Documents), 5.19, 5.22, 5.23, 5.25 and 5.26.

“ Specified Transaction ” means any incurrence or permanent repayment of Indebtedness (other than for working capital purposes) or Investment or capital contribution that results in a Person becoming a Restricted Subsidiary or an Unrestricted Subsidiary, any Disposition that results in a Restricted Subsidiary ceasing to be a Subsidiary of the Parent, any Investment constituting an acquisition of assets

constituting a business unit, line of business or division of another Person, or any Disposition of a business unit, line of business or division of the Parent or a Restricted Subsidiary, in each case whether by merger, consolidation, amalgamation or otherwise.

“ Sponsor ” means Cerberus Capital Management L.P.

“ Sponsor Affiliated Lender ” means financial institutions (including commercial finance companies), investment funds or managed accounts with respect to which any Sponsor or an Affiliate of such Sponsor is an Affiliate or an advisor or manager in the ordinary course of business (in each case, excluding the Parent and its Subsidiaries), provided , that, (a) no Sponsor Affiliated Lender shall have any right to (i) attend (including by telephone) any meeting or discussions (or portion thereof) among the Administrative Agent or any Lender to which representatives of the Loan Parties are not invited, and (ii) receive any information or material prepared by, or for the use of, the Administrative Agent or any Lender (including, without limitation any commercial finance examinations or appraisals) or any communication by or among Administrative Agent and/or one or more Lenders, except to the extent such information or materials have been made available to any Loan Party or its representatives (and in any case, other than the right to receive notices of prepayments and other administrative notices in respect of its Term Loans), (iii) to require any Agent or other Lender to undertake any action (or refrain from taking any action) with respect to this Agreement or any other Loan Document or (iv) make or bring (or participate in, other than as a passive participant in or recipient of its pro rata benefits of) any claim, in its capacity as a Lender, against the Administrative Agent or any other Lender or any of their respective Affiliates with respect to any duties or obligations or alleged duties or obligations of the Administrative Agent or any other such Lender under the Loan Documents and (b) each Sponsor Affiliated Lender (other than an Affiliated Debt Fund) shall be deemed to have voted in the same proportion as Lenders that are not Sponsor Affiliated Lenders in connection with any amendment, waiver or consent hereunder, except that (i) the Commitment of a Sponsor Affiliated Lender may not be increased or extended without the consent of such Lender and (ii) Sponsor Affiliated Lenders shall be entitled to vote in connection with any amendment, waiver or consent hereunder that adversely affects the Sponsor Affiliated Lender disproportionately as compared to other affected Lenders. For clarity, except as provided in clause (b) above, if any action requires the consent of any “affected Lender,” the Sponsor Affiliated Lender shall be deemed to have consented to such action.

“ Standard Securitization Undertakings ” shall mean representations, warranties, covenants, indemnities and guarantees of performance entered into by the Keane Group which the Parent has determined in good faith to be customary in a Receivables Financing including, without limitation, those relating to the servicing of the assets of a Receivables Subsidiary, it being understood that any Receivables Repurchase Obligation shall be deemed to be a Standard Securitization Undertaking.

“ Statutory Reserve Rate ” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the FRB to which the Administrative Agent is subject, for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board). Such reserve percentages shall include those imposed pursuant to such Regulation D. LIBOR Rate Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

“ Subordinated Indebtedness ” means Indebtedness which is expressly subordinated in right of payment to the prior payment in full of the Obligations pursuant to subordination provisions in form and on terms reasonably approved in writing by the Administrative Agent.

“ Subsidiary ” or “ subsidiary ” means, with respect to any Person, any corporation, limited liability company, limited liability partnership or other limited or general partnership, trust, association or other business entity of which an aggregate of at least a majority of the outstanding Equity Interests or other interests entitled to vote in the election of the board of directors of such corporation (irrespective of whether, at the time, Equity Interests of any other class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency), managers, trustees or other controlling persons, or an equivalent controlling interest therein, of such Person is, at the time, directly or indirectly, owned by such Person and/or one or more subsidiaries of such Person.

“ Swap Contract ” means (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.

“ Swap Termination Value ” means, 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 Lender or any Affiliate of a Lender).

“ Synthetic Lease Obligation ” means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or possession of property (including sale and leaseback transactions), in each case, creating obligations that do not appear on the balance sheet of such Person but which, upon the application of any Debtor Relief Laws to such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).

“ Taxes ” means all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“ Term Commitment ” means, as to each Lender, its obligation to make a Term Loan to the Borrowers hereunder, expressed as an amount representing the maximum principal amount of the Term

Loan to be made by such Lender under this Agreement, as such commitment may be (a) reduced from time to time pursuant to Section 2.05 and (b) reduced or increased from time to time pursuant to (i) assignments by or to such Lender pursuant to an Assignment and Assumption, (ii) an Incremental Amendment or (iii) a Refinancing Amendment.

“ Term Lender ” means any Lender that holds a Term Commitment or a Term Loan in accordance with the terms hereof.

“ Term Loan ” means any Initial Term Loan, Incremental Term Loan or Refinancing Term Loan, as the context may require.

“ Term Note ” means a note evidencing Term Loans in the form of Exhibit C .

“ Total Assets ” means the total Consolidated assets of the Parent and its Restricted Subsidiaries, as shown on the most recent financial statements of the Parent that the Administrative Agent has received in accordance with the terms of this Agreement.

“ Total Net Debt ” means, as of any date of determination, (a) the aggregate principal amount of Indebtedness described in clauses (a), (b), (f), (g) and (to the extent constituting an obligation in respect of a type described in the foregoing clauses) (h) of the definition thereof and, to the extent constituting Indebtedness, purchase money obligations, of the Parent 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, minus (b) the aggregate amount of cash and Cash Equivalents (other than restricted cash and Cash Equivalents), in each case, included on the Consolidated balance sheet of the Parent and its Restricted Subsidiaries as of such date.

“ Total Net Leverage Ratio ” means as of any date, the ratio of (a) Total Net Debt outstanding on such date to (b) Consolidated EBITDA for the latest Measurement Period ending closest to such date, all calculated for the Parent on a Consolidated basis.

“ Total Outstandings ” means the aggregate Outstanding Amount of all Term Loans.

“ Transactions ” means, collectively, (a) the execution and delivery of this Agreement and the Loan Documents to be entered into on the Effective Date and the funding of the Initial Term Loans on the Effective Date, (b) the repayment in full of the Indebtedness under, and the termination of the Existing Term Credit Agreement and related documentation and the termination and release of the Liens granted by the Parent and its Subsidiaries in connection therewith, (c) the consummation of any other transactions in connection with the foregoing, and (d) the payment of fees, premiums and expenses in connection with the foregoing.

“ Type ” means, with respect to a Term Loan, its character as a Base Rate Loan or a LIBOR Rate Loan.

“ UCC ” means the Uniform Commercial Code as in effect in the State of New York, and any successor statute, as in effect from time to time (except that terms used herein which are defined in the Uniform Commercial Code as in effect in the State of New York on the Effective Date shall continue to have the same meaning notwithstanding any replacement or amendment of such statute except as Agent may otherwise determine); provided , however , that at any time, if by reason of mandatory provisions of law, any or all of the perfections or priority of Agent’s security interest in any item or portion of the Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State

of New York, the term “UCC” shall mean the Uniform Commercial Code as in effect in such other jurisdictions and any successor statute, as in effect from time to time, for purposes of the provisions hereof relating to such perfection or priority or for purposes of definitions relating to such provisions.

“ UFCA ” has the meaning specified in Section 10.20(d).

“ UFTA ” has the meaning specified in Section 10.20(d).

“ United States ” and “ U.S. ” mean the United States of America.

“ Unaudited Financial Statements ” means the unaudited consolidated financial statements of the Parent and its Subsidiaries as of and for the Fiscal Quarter ended March 31, 2018.

“ United States Tax Compliance Certificate ” has the meaning specified in Section 3.01(e)(2)(iii).

“ Unrestricted Subsidiary ” means (a) as of the Effective Date, each Subsidiary of the Parent listed on Schedule 1.04 , (b) any Subsidiary of the Parent designated by the Board of Directors of the Lead Borrower as an Unrestricted Subsidiary pursuant to this definition subsequent to the Effective Date, (c) any Receivables Subsidiary and (d) any Subsidiary of an Unrestricted Subsidiary. The Lead Borrower may at any time after the Effective Date designate any Restricted Subsidiary an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing and (ii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the ABL Facility Indebtedness, any Incremental Equivalent Debt or any other Credit Agreement Refinancing Indebtedness. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Effective Date, the designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Effective Date shall constitute an Investment by the Parent therein at the date of designation in an amount equal to the Fair Market Value of the Parent’s and its Subsidiaries’ investment therein. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Effective Date designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Parent in such Unrestricted Subsidiary pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of the Borrowers’ Investment in such Subsidiary.

“ U.S. Lender ” means any Lender that is a “United States person” as defined in Section 7701(a)(30) of the Code.

“ Voluntary Prepayment Amount ” has the meaning set forth in the definition of “Incremental Amount.”

“ Voting Stock ” means, with respect to any Person, (a) one (1) or more classes of Equity Interests of such Person having general voting powers to elect at least a majority of the board of directors, managers or trustees of such Person, irrespective of whether at the time Equity Interests of any other class or classes have or might have voting power by reason of the happening of any contingency, and (b) any Equity Interests of such Person convertible or exchangeable without restriction at the option of the holder thereof into Equity Interests of such Person described in clause (a) of this definition.

“ Weighted Average Life to Maturity ” means, when applied to any Indebtedness at any date, the quotient obtained by dividing (a) the sum of the products of the number of years from the date of

determination to the date of each successive scheduled principal payment of such Indebtedness multiplied by the amount of such payment, by (b) the sum of all such payments.

“ Write-Down and Conversion Powers ” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

1.02      Other Interpretive Provisions . With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

(a)    The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) unless otherwise specified, any definition of or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented or otherwise modified (subject to any restrictions on such amendments, restatements, supplements or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

(b)    In the computation of periods of time from a specified date to a later specified date, unless otherwise expressly provided, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”; and the word “through” means “to and including.”

(c)    Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

1.03      Accounting Terms .

(a)      Generally . All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP, applied on a consistent basis, as in effect from time to time, except as otherwise specifically prescribed herein and without including the effect of any changes to lease

accounting that requires the assets and liabilities arising under operating leases to be recognized in any statement of financial position.

(b)      Changes in GAAP . If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Lead Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Lead Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Lead Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.

1.04      Rounding . Any financial ratios required to be maintained by the Loan Parties pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

1.05      Times of Day . Unless otherwise specified, all references herein to times of day shall be references to Eastern Time (daylight or standard, as applicable).

1.06      Pro Forma Calculations .

(a)      Notwithstanding anything to the contrary herein, the First Lien Net Leverage Ratio, the Secured Net Leverage Ratio and the Total Net Leverage Ratio shall be calculated in the manner prescribed by this Section 1.06.

(b)      For purposes of calculating the First Lien Net Leverage Ratio, the Secured Net Leverage Ratio and the Total Net Leverage Ratio, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made (i) during the applicable Measurement Period and (ii) subsequent to such Measurement Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Measurement Period. If since the beginning of any applicable Measurement Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Parent or any of its Subsidiaries since the beginning of such Measurement Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.06, then the First Lien Net Leverage Ratio, the Secured Net Leverage Ratio and the Total Net Leverage Ratio shall be calculated to give pro forma effect thereto in accordance with this Section 1.06.

(c)      Whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Lead Borrower and may include, without duplication, cost savings, operating expense reductions, restructuring charges and expenses and cost-saving synergies resulting from such Investment, acquisition, disposition, merger, consolidation or discontinued operation or other transaction, in each

case calculated in the manner, and subject to the limitations, described in the definition of Consolidated EBITDA.

(d)      Interest on a Capital Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Lead Borrower to be the rate of interest implicit in such Capital Lease Obligation in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a London interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Lead Borrower or Subsidiary may designate.

(e)      Notwithstanding anything in this Agreement to the contrary, for purposes of (i) determining compliance with this Agreement which requires the calculation of any ratio (including the Consolidated EBITDA component of any such ratio), (ii) determining compliance with representations, warranties, Defaults or Events of Default or (iii) testing availability under the baskets set forth in this Agreement (including baskets measured as a percentage of Total Assets) (such matters described in the foregoing clauses (i) through (iii), “ Tested Matters ”), in each case, in connection with a Designated Transaction, at the option of the Lead Borrower (the Lead Borrower’s election to exercise such option in connection with any Designated Transaction by written notice to the Administrative Agent identifying any such Designated Transaction, an “ Election ”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the definitive agreements for such Designated Transaction are entered into (the “ Designated Transaction Test Date ”), and if after giving pro forma effect to the Designated Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recent Measurement Period ending prior to the Designated Transaction Test Date, the Loan Parties or their Restricted Subsidiaries could have taken such action on the relevant Designated Transaction Test Date in compliance with such Tested Matter, such Tested Matter shall be deemed to have been complied with. If the Lead Borrower has made an Election, then in connection with any subsequent calculation of any Tested Matter on or following the relevant Designated Transaction Test Date and prior to the earlier of (i) the date on which such Designated Transaction is consummated and (ii) the date the definitive agreement for such Designated Transaction expires without consummation of such Designated Transaction, any such Tested Matter shall be calculated on a pro forma basis assuming such Designated Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated until such time as the applicable Designated Transaction has actually closed or the definitive agreement with respect thereto has been terminated.

1.07      Basket Amounts and Application of Multiple Relevant Provisions Notwithstanding anything to the contrary herein, (a) unless specifically stated otherwise herein, any dollar, number, percentage or other amount available under any carve-out, basket, exclusion or exception to any affirmative, negative or other covenant in this Agreement or the other Loan Documents may be accumulated, added, combined, aggregated or used together by any Loan Party and its Subsidiaries without limitation for any purpose not prohibited hereby, and (b) any action or event permitted by this Agreement or the other Loan Documents need not be permitted solely by reference to one provision permitting such action or event but may be permitted in part by one such provision and in part by one or more other provisions of this Agreement and the other Loan Documents. For purposes of determining compliance with Section 7.03, (A) Indebtedness need not be permitted solely by reference to one category of Permitted Indebtedness (or portion thereof) described in Section 7.03 but may be permitted in part under any relevant combination thereof (and subject to compliance, where relevant, with Section 7.01),

and (B) in the event that any item of Permitted Indebtedness (or any portion thereof) meets the criteria of one or more of the categories of permitted Indebtedness (or any portion thereof) described in Section 7.03, the Lead Borrower may, in its sole discretion, classify or reclassify or later divide, classify or reclassify (as if incurred at such later time), such item of Indebtedness (or any portion thereof) in any manner that complies with Sections 7.01 and 7.03 and will be entitled to only include the amount and type of such item of Indebtedness (or any portion thereof) in one of the above clauses (or any portion thereof) and such item of Indebtedness (or any portion thereof ) shall be treated as having been incurred or existing pursuant to only such clause or clauses (or any portion thereof) without giving pro forma effect to such item (or portion thereof) when calculating the amount of Indebtedness that may be incurred pursuant to any other clause. For purposes of determining compliance with any one of Section 7.01, 7.02, 7.05, 7.06 or 7.07, in the event that any Liens, Investments, Restricted Payments, Dispositions or other dispositions or such prepayments meets the criteria of more than one of the categories of transactions permitted pursuant to any clause of such Section, such transaction (or portion thereof) at any time shall be permitted under one or more of such clauses as determined by the Lead Borrower (and the Lead Borrower shall be entitled to redesignate of any such clauses from time to time) in its sole discretion at such time.

1.08      Certifications . All certifications to be made hereunder by an officer or representative of a Loan Party shall be made by such Person in his or her capacity solely as an officer or a representative of such Loan Party, on such Loan Party’s behalf, and not in such Person’s individual capacity.

(b)      Each Borrowing, each Conversion of Term Loans from one Type to the other, and each continuation of LIBOR Rate Loans shall be made upon the Lead Borrower’s irrevocable written notice to the Administrative Agent. Each such notice must be received by the Administrative Agent not later than 12:00 p.m. (i) three (3) Business Days prior to the requested date of any Borrowing of, Conversion to or continuation of LIBOR Rate Loans or of any Conversion of LIBOR Rate Loans to Base Rate Loans, and (ii) one Business Day prior to the requested date of any Borrowing of Base Rate Loans; provided , however , that the notice referenced in subclause (i) above may be delivered no later than one (1) Business Day prior to (x) the Effective Date in the case of the initial Borrowing of the Initial Term Loans and (y) May 29, 2018 in the case of the Conversion of the Initial Term Loans from Base Rate Loans to LIBOR Rate Loans on such date. Each notice by the Lead Borrower pursuant to this Section 2.02(b) must be made by delivery to the Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Lead Borrower. Except as provided in Section 2.15, each Borrowing of, Conversion to or continuation of LIBOR Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Except as provided in Section 2.15, each Borrowing of or Conversion to Base Rate

Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice shall specify (i) whether the Lead Borrower is requesting a Borrowing, a Conversion of Term Loans from one Type to the other, or a continuation of LIBOR Rate Loans, (ii) the requested date of the Borrowing, Conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Term Loans to be borrowed, Converted or continued, (iv) the Class and Type of Term Loans to be borrowed or to which existing Term Loans are to be Converted, (v) if applicable, the duration of the Interest Period with respect thereto, and (vi) the wire instructions for the account of the Lead Borrower where funds should be sent. If the Lead Borrower fails to specify a Type of Term Loan in a Committed Loan Notice or if the Lead Borrower fails to give a timely notice requesting a Conversion or continuation, then the applicable Term Loans shall be made as, or Converted to, Base Rate Loans. Any such automatic Conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable LIBOR Rate Loans. If the Lead Borrower requests a Borrowing of, Conversion to, or continuation of LIBOR Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month.

(c)      Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the relevant Class of the amount of its Pro Rata Share of the applicable Class of Term Loans, and if no timely notice of a Conversion or continuation is provided by the Lead Borrower, the Administrative Agent shall notify each Lender of the details of any automatic Conversion to Base Rate Loans described in Section 2.02(b). In the case of each Borrowing, each Lender shall make the amount of its Term Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 1:00 p.m. on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 and receipt of all requested Loan funds, the Administrative Agent shall make all funds so received available to the Borrowers in like funds by wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Lead Borrower.

(d)      [Reserved]

(e)      Except as otherwise provided herein, a LIBOR Rate Loan may be continued or Converted only on the last day of an Interest Period for such LIBOR Rate Loan. During the existence of an Event of Default, no Term Loans may be Converted to or continued as LIBOR Rate Loans without the consent of the Required Lenders.

(f)      The Administrative Agent shall promptly notify the Lead Borrower and the Lenders of the interest rate applicable to any Interest Period for LIBOR Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Lead Borrower and the Lenders of any change in the prime rate used in determining the Base Rate promptly following the public announcement of such change.

(g)      After giving effect to all Borrowings, all Conversions of Term Loans from one Type to the other, and all continuations of Term Loans as the same Type, there shall not be more than four (4) Interest Periods in effect with respect to LIBOR Rate Loans; provided that after the establishment of any new Class of Term Loans pursuant to an Incremental Amendment or

Refinancing Amendment, the number of Interest Periods otherwise permitted by this Section 2.02(g) shall increase by four (4) Interest Periods for each applicable Class so established.

(h)      The failure of any Lender to make the Term Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Term Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Term Loan to be made by such other Lender on the date of any Borrowing.

(i)      Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s Pro Rata Share of such Borrowing, the Administrative Agent may assume that such Lender has made such Pro Rata Share or other applicable share provided for under this Agreement available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (b) above, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers on such date a corresponding amount. If the Administrative Agent shall have so made funds available, then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and the Borrowers severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrowers until the date such amount is repaid to the Administrative Agent at (i) in the case of the Borrowers, the interest rate applicable at the time to the Term Loans comprising such Borrowing and (ii) in the case of such Lender, the Overnight Rate plus any administrative, processing, or similar fees customarily charged by the Administrative Agent in accordance with the foregoing. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section 2.02(i) shall be conclusive in the absence of manifest error. If the Borrowers and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrowers the amount of such interest paid by the Borrowers for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Term Loan included in such Borrowing. Any payment by the Borrowers shall be without prejudice to any claim the Borrowers may have against a Lender that shall have failed to make such payment to the Administrative Agent.

(a)      Optional Prepayment . The Borrowers may, upon irrevocable written notice from the Lead Borrower to the Administrative Agent (such notice subject to Section 2.05(g)), at any time or from time to time voluntarily prepay Term Loans in whole or in part without premium or penalty except as provided in Section 2.05(d) below; provided that (i) such notice must be received by the Administrative Agent not later than 12:00 p.m. (A) three (3) Business Days prior to any date of prepayment of LIBOR Rate Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of LIBOR Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess

thereof; or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Term Loans to be prepaid and, if LIBOR Rate Loans, the Interest Period(s) of such Term Loans and the order of the Term Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Lead Borrower, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a LIBOR Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Term Loans of the Lenders as specified by the Borrowers in their sole discretion (as to the Class of Term Loans and the order of maturity of principal prepayments) and such prepayment shall be paid to the applicable Lenders in accordance with their respective Pro Rata Share.

(b)      Mandatory Prepayment .

(i)    Within five (5) Business Days after audited financial statements and the related Compliance Certificate have been delivered pursuant to Section 6.01(a) and Section 6.02(d), commencing with the first Excess Cash Flow Period, the Lead Borrower shall prepay the outstanding principal amount of the Term Loans in an amount, if and to the extent such amount exceeds $10,000,000 (and only such amount in excess of $10,000,000), equal to (A) the Applicable ECF Percentage of the Excess Cash Flow for such period minus (B) the sum of (1) all voluntary prepayments of the Initial Term Loans during such period pursuant to Section 2.05(a), (2) all voluntary prepayments during such period of any Incremental Term Loans, Incremental Equivalent Debt or any other Indebtedness, in each case, that is secured by Liens on the Collateral on a pari passu basis with the Liens securing the Obligations, and (3) all voluntary prepayments of loans under the ABL Facility during such period to the extent the commitments under the ABL Facility are permanently reduced by the amount of such prepayments, and, in the case of each of the immediately preceding clauses (1), (2) and (3), to the extent such prepayments are not financed with long-term Indebtedness (other than revolving loans).

(ii)    If (x) the Parent or any of its Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by clauses (a), (b), (d), (e), (f), (g), (h), (i), (j), (k), (l), (n), (o), (p), (q), (s), (t), (u) or (v) of the definition of “Permitted Disposition”), or (y) any Casualty Event occurs, which results in the realization or receipt by the Parent or any of its Restricted Subsidiaries of Net Proceeds, such Person shall, subject to the terms of the Intercreditor Agreement, cause to be prepaid an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five (5) Business Days after the date of the realization or receipt by such Person of such Net Proceeds; provided that if at the time that any such prepayment would be required, the Parent or any of its Restricted Subsidiaries is required to offer to repurchase or to prepay any Indebtedness (other than the Term Loans) that is secured by Liens ranking pari passu with the Liens securing the Obligations pursuant to the terms of the documentation governing such Indebtedness with the Net Proceeds of such Disposition or Casualty Event (such other Indebtedness required to be offered to be so repurchased or prepaid, “ Other Applicable Indebtedness ”), then the Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Net Proceeds required to

be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(ii) shall be reduced accordingly; provided , further , that to the extent the holders of Other Applicable Indebtedness decline to have such Other Applicable Indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within five (5) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof.

(iii)    If the Parent or any of its Restricted Subsidiary incurs or issues any Indebtedness after the Effective Date that (x) is Credit Agreement Refinancing Indebtedness or (y) is not otherwise permitted to be incurred pursuant to Section 7.03, the Borrowers shall cause to be prepaid an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Proceeds received therefrom immediately upon receipt by the Parent or any of its Restricted Subsidiary of such Net Proceeds.

(iv)    Except with respect to Term Loans incurred in connection with any Refinancing Amendment or any Incremental Amendment (to the extent set forth in such Refinancing Amendment or Incremental Amendment as contemplated below), each prepayment of Term Loans pursuant to Sections 2.05(b)(i), (ii) and (iii) shall be (x) applied to the order of succeeding scheduled principal installments to each Class of Term Loans ( provided any Class of Incremental Term Loans or Refinancing Term Loans may specify that one or more other Classes of Loans may be prepaid prior to such Class of Incremental Term Loans or Refinancing Term Loans) and (y) paid to the applicable Lenders in accordance with their respective Pro Rata Shares of such prepayment.

(c)      The Lead Borrower shall notify the Administrative Agent in writing of any mandatory prepayments under Section 2.05(b) two (2) Business Day’s prior to the required prepayment date.

(d)      At the time of the effectiveness of any Repricing Transaction that is consummated prior to the date that is six months following the Effective Date, the Lead Borrower agrees to pay to the Administrative Agent, for the ratable account of each Lender with outstanding Term Loans which are repaid, prepaid, amended or waived pursuant to such Repricing Transaction (including each Lender that withholds its consent to such Repricing Transaction and is replaced as a Non-Consenting Lender under Section 10.01), a fee in an amount equal to 1.00% of (x) in the case of a Repricing Transaction of the type described in clause (1) of the definition thereof, the aggregate principal amount of all Term Loans prepaid (or converted) in connection with such Repricing Transaction and (y) in the case of a Repricing Transaction described in clause (2) of the definition thereof, the aggregate principal amount of all Term Loans outstanding on such date that are subject to an effective reduction of the Applicable Margin applicable to the Term Loans pursuant to such Repricing Transaction. Such fees shall be due and payable upon the date of the effectiveness of such Repricing Transaction.

(e)      Outstanding Base Rate Loans shall be prepaid before outstanding LIBOR Rate Loans are prepaid. Any prepayment of LIBOR Rate Loans pursuant to this Section 2.05 made other than on the last day of an Interest Period applicable thereto, shall be accompanied by payment of all breakage costs payable under Section 3.05 associated therewith. In order to avoid

such breakage costs, as long as no Event of Default has occurred and is continuing, at the request of the Lead Borrower, the Administrative Agent shall hold all amounts required to be applied to LIBOR Rate Loans pursuant to Section 2.05(b) in a cash collateral account under the sole control of the Administrative Agent or Collateral Agent and will apply such funds to the applicable LIBOR Rate Loans at the end of the then pending Interest Period therefor ( provided that the foregoing shall in no way limit or restrict the Administrative Agent’s or Collateral Agent’s rights upon the subsequent occurrence of an Event of Default). Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent shall also be authorized (without any further action by or notice to or from the Lead Borrower or any other Loan Party) to apply such amount to the prepayment of the outstanding Term Loans in accordance with Section 2.05(b).

(f)      So long as any Term Loans remain outstanding, any Term Lender may elect to decline the entire portion of the prepayment of its Term Loans pursuant to Sections 2.05(b)(i) or (ii) by delivering written notice to the Administrative Agent of such election one (1) Business Day prior to the date of such prepayment, in which case such declined proceeds shall be retained by the Borrowers (such retained proceeds, the “ Retained Declined Proceeds ”). In the absence of delivery of a notice declining any prepayment by any Lender within the time frame set forth above, such Lender shall automatically be deemed to have accepted such prepayment.

(g)      Any notice of a prepayment to be made with the proceeds from the incurrence of Indebtedness or in connection with the closing of another transaction may state that such prepayment, termination or reduction is conditioned on the consummation of such incurrence or other transaction, and no Default or Event of Default shall occur if such prepayment, termination or reduction is not made because such condition is not satisfied.

2.06      Termination or Reduction of Commitments . The Initial Term Commitment of each Term Lender shall be automatically and permanently reduced to $0 upon the funding of Initial Term Loans to be made by it on the Effective Date.

2.07      Repayment of Term Loans . The Borrowers shall repay to the Administrative Agent for the ratable account of the Lenders (i) in equal quarterly installments on the last Business Day of each March, June, September and December, commencing with September 30, 2018, an aggregate amount equal to 1.00% per annum of the aggregate principal amount of all Initial Term Loans outstanding on the date hereof (which payments shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05), and (ii) on the Initial Term Maturity Date, the aggregate principal amount of all Initial Term Loans outstanding on such date, together with all other outstanding Obligations on such date.

2.08      Interest .

(a)      Subject to the provisions of Section 2.08(b) below, (i) each LIBOR Rate Loan shall bear interest, on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Adjusted LIBOR Rate for such Interest Period plus the Applicable Margin for such Class of Term Loans; and (ii) each Base Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Margin.

(b)     (i)     If any amount payable under any Loan Document is not paid when due (after the expiration of any applicable grace periods), whether at stated maturity, by acceleration

or otherwise, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by Law while such Event of Default is continuing.

(ii)    Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.

(c)      Interest on each Term Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.

2.09      Fees . The Borrowers shall pay to the Administrative Agent the fees in the amounts and at the times specified in the Agency Fee Letter.

2.10      Computation of Interest and Fees . All computations of interest for Base Rate Loans shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed. Interest shall accrue on each Term Loan for the day on which the Term Loan is made, and shall not accrue on a Term Loan, or any portion thereof, for the day on which the Term Loan or such portion is paid, provided that any Term Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

2.11      Evidence of Debt . The Borrowings made by each Lender shall be evidenced by one or more accounts or records maintained by the Administrative Agent in the ordinary course of business. In addition, each Lender may record in such Lender’s internal records, an appropriate notation evidencing the date and amount of each Term Loan from such Lender, the Class thereof, each payment and prepayment of principal of any such Term Loan, and each payment of interest, fees and other amounts due in connection with the Obligations due to such Lender. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of the Borrowings made by the Lenders to the Borrowers and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrowers hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Upon the request of any Lender, the Borrowers shall execute and deliver to such Lender a Term Note, which shall evidence such Lender’s Term Loans in addition to such accounts or records. Each Lender may attach schedules to its Term Note and endorse thereon the date, Type (if applicable), amount and maturity of its Term Loans and payments with respect thereto. Upon receipt of an affidavit of a Lender as to the loss, theft, destruction or mutilation of such Lender’s Term Note and upon cancellation of such Term Note, the Borrowers will issue, in lieu thereof, a replacement Term Note in favor of such Lender, in the same principal amount thereof and otherwise of like tenor.

2.12      Payments Generally; Administrative Agent’s Clawback .

(a)      General . All payments to be made by the Borrowers shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff; provided , however ,

that any such payments by the Borrowers shall be without prejudice and shall not constitute a waiver of any claim that the Borrowers may have against the Administrative Agent or any Lender hereunder. Except as otherwise expressly provided herein, all payments by the Borrowers hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in immediately available funds not later than 2:00 p.m. on the date specified herein. The Administrative Agent will promptly distribute to each Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after 2:00 p.m. may, at the option of the Administrative Agent, be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue until such next succeeding Business Day. If any payment (other than with respect to payment of a LIBOR Rate Loan) to be made by the Borrowers 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.

(b)     (i) Funding by Lenders; Presumption by Administrative Agent . Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing of LIBOR Rate Loans (or in the case of any Borrowing of Base Rate Loans, prior to 12:00 noon on the date of such Borrowing) that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 (or in the case of a Borrowing of Base Rate Loans, that such Lender has made such share available in accordance with and at the time required by Section 2.02) and may, in reliance upon such assumption, make available to the Borrowers a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrowers severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to the Borrowers to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation plus any administrative processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (B) in the case of a payment to be made by the Borrowers, the interest rate applicable to Base Rate Loans. If the Borrowers and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrowers the amount of such interest paid by the Borrowers for such period, if such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Term Loan included in such Borrowing. Any payment by the Borrowers shall be without prejudice to any claim the Borrowers may have against a Lender that shall have failed to make such payment to the Administrative Agent.

(ii)      Payments by Borrowers; Presumptions by Administrative Agent . Unless the Administrative Agent shall have received notice from the Lead Borrower prior to the time at which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the Borrowers will not make such payment, the Administrative Agent may assume that the Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if the Borrowers have not in fact made such payment, then each

of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

A notice of the Administrative Agent to any Lender or the Lead Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error.

(c)      Failure to Satisfy Conditions Precedent . If any Lender makes available to the Administrative Agent funds for any Term Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrowers by the Administrative Agent because the conditions to the applicable Borrowing set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

(d)      Obligations of Lenders Several . The obligations of the Lenders hereunder to make Term Loans and to make payments hereunder are several and not joint. The failure of any Lender to make any Term Loan, to fund any such participation or to make any payment hereunder on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Term Loan, to purchase its participation or to make its payment hereunder.

(e)      Funding Source . Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Term Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Term Loan in any particular place or manner.

2.13      Sharing of Payments by Lenders . If any Credit Party shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of, interest on, or other amounts with respect to, any of the Obligations resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Obligations greater than its pro rata share thereof as provided herein (including as in contravention of the priorities of payment set forth in Section 8.03), then the Credit Party receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Obligations owing to the other Credit Parties, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Credit Parties ratably and in the priorities set forth in Section 8.03, provided that:

(i)      if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and

(ii)      the provisions of this Section shall not be construed to apply to (x) any payment made by the Loan Parties pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Term Loans to any assignee or participant, other than to the Borrowers or any Subsidiary thereof (as to which the provisions of this Section shall apply).

Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Loan Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Loan Party in the amount of such participation.

(a)      The Lead Borrower may, by written notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders) from time to time, request Incremental Term Loan Commitments for the benefit of any Borrower, in an aggregate amount not to exceed the Incremental Amount from one or more Incremental Term Lenders (which, in each case, may include any existing Lender) willing to provide such Incremental Term Loans, as the case may be, in their own discretion. Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000 or equal to the remaining Incremental Amount), (ii) the date on which such Incremental Term Loan Commitments are requested to become effective (which shall be no less than five (5) Business Day’s from the date of such notice), and (iii) whether such Incremental Term Loan Commitments are to be commitments to make term loans on the same terms as the Initial Term Loans or with interests rates and/or amortization and/or maturity and/or other terms different from the Initial Term Loans.

(b)      The Borrowers and each Incremental Term Lender shall execute and deliver to the Administrative Agent an Incremental Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan Commitment of such Incremental Term Lender. Each Incremental Amendment shall specify the terms of the applicable Incremental Term Loans; provided that (i) except as to pricing, amortization, final maturity date, guarantees, and collateral (which shall, subject to clauses (ii), (iii), (iv) and (v) of this proviso, be determined by the Lead Borrower and the Incremental Term Lenders in their sole discretion), the Incremental Term Loans shall have (x) the same terms as the Initial Term Loans or (y) terms no more restrictive to the Parent and the other Loan Parties, when taken as a whole, than the then outstanding Term Loans except (A) if such then outstanding Term Loans also receive the benefit of such restrictive terms or (B) such terms are not effective until the after Latest Maturity Date of the then existing Term Loans, (ii) the final maturity date of any Incremental Term Loans shall be no earlier than the Latest Maturity Date at the time such Incremental Term Loans are established, (iii) the Weighted Average Life to Maturity of any Incremental Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the then outstanding Term Loans, (iv) no Person that is not a Guarantor shall provide a Guarantee of any Incremental Term Loans, but any Incremental Term Loans shall not be required to be Guaranteed by all Guarantors, and (v) if secured, any Incremental Term Loans shall be secured by all or a portion of the Collateral on a pari passu or junior basis with the Liens on the Collateral securing the Initial Term Loans, but shall not be secured by any assets or other properties, tangible or intangible, of the Parent or any of its Subsidiaries, that do not constitute Collateral; provided further that if the Effective Yield in respect of any such Incremental Term Loans secured by the Collateral on a pari passu basis with the Liens on the Collateral securing

the Initial Term Loans exceeds the Effective Yield of any then outstanding Initial Term Loans (measured as of the date of incurrence of such Incremental Term Loans) by more than 50 basis points, then the Applicable Margin for such then outstanding Initial Term Loans (measured as of the date of incurrence of such Incremental Term Loans) shall be increased so that the Effective Yield in respect of such Incremental Term Loans is no more than 50 basis points higher than the Effective Yield for such then outstanding Initial Term Loans (measured as of the date of incurrence of such Incremental Term Loans) and if the lowest permissible Adjusted LIBOR Rate is greater than 1.00% or the lowest permissible Base Rate is greater than 2.00% for such Incremental Term Loans, the difference between such “floor” and 1.00% in the case of Adjusted LIBOR Rate Incremental Term Loans, or 2.00% in the case of Base Rate Incremental Term Loans, shall be equated to interest rate margin for purposes of the this proviso (this proviso, the “ MFN Provision ”). Except as set forth in clauses (iv) and (v) above, the Incremental Term Loans shall have the same guarantees as and rank pari passu in right of payment and security with the Initial Term Loans.

(c)      Notwithstanding the foregoing, no Incremental Term Loan Commitment shall become effective under this Section 2.15 unless (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment, no Event of Default shall exist and at the time that any such Incremental Term Loan is made (and after giving effect thereto) no Event of Default shall exist (except to the extent the proceeds of the Incremental Term Loans are to be used to finance a Designated Transaction, in lieu of such condition, no Event of Default under Sections 8.01(a), (f) or (g) shall be continuing at consummation of such transaction)); (ii) after giving effect to such Incremental Term Loan Commitments, the conditions of Sections 4.02(a) and (c) shall be satisfied (it being understood that all references to “the date of the making of each such Term Loan” or similar language in such Section 4.02(a) or (c) shall be deemed to refer to the effective date of such Incremental Amendment (except, to the extent the proceeds of the Incremental Term Loans are to be used to finance a Designated Transaction, the representations in Section 4.02(a) shall be limited to the Specified Representations and Specified Acquisition Agreement Representations); (iii) [reserved], and (iv) the Administrative Agent shall have received (x) customary legal opinions, board resolutions and officer’s certificates consistent with those delivered on the Effective Date 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 Administrative Agent and (y) reaffirmation agreements and/or such amendments to the Loan Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Incremental Term Loans are provided with the benefit of the applicable Loan Documents. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Amendment, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loan Commitments evidenced thereby. Any such deemed amendment may be memorialized in writing by the Administrative Agent with the Lead Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties hereto.

(d)      The Incremental Amendment may, without the consent of the Borrowers, or any other Loan Party, the Agents or the Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Lead Borrower, to effect the provisions of this Section 2.15. The Borrowers will use the proceeds of the Incremental Term Loans for any purpose not prohibited by this Agreement. Incremental Term Loans may be made by any existing Lender (but each existing

Lender will not have an obligation to make a portion of any Incremental Term Loan) or by any other bank or other financial institution; provided that any such bank or financial institution shall be reasonably satisfactory to the Administrative Agent and the Lead Borrower. No Lender shall be obligated to provide any Incremental Term Loans unless it so agrees.

This Section 2.15 shall supersede any provisions in Sections 2.13 or 10.01 to the contrary.

(b)      The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Effective Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Loan Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents.

(c)      Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.17(a) shall be in an aggregate principal amount that is (x) not less than $5,000,000 and (y) an integral multiple of $1,000,000 in excess thereof.

(d)      Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (ii) make such other changes to this Agreement and the other Loan Documents consistent with the provisions and intent of Section 10.01 (without the consent of the Required Lenders called for therein) and (iii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Lead Borrower, to effect the provisions of this Section 2.17, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment.