Section 4.3 CAPITALIZATION. As of the date hereof, the authorized capital stock of the Company consists of (a) 200,000,000 shares of Common Stock, par value of $0.0001 per share, of which approximately 105,072,899 shares of Common Stock are issued and outstanding and (b) 15,000,000 shares of preferred stock of which 409,500 shares are issued and outstanding. Except as set forth on Schedule 4.3, the Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Companys stock option plans, the issuance of shares of Common Stock to employees pursuant to the Companys employee stock purchase plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as set forth on Schedule 4.3 and except as a result of the purchase and sale of the Securities, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents. The issuance and sale of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Investor) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Companys capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Companys stockholders.

Section 4 . 3 CAPITALIZATION . As of the date hereof , the authorized capital stock of the Company consists of ( a ) 200 , 000 , 000 shares of Common Stock , par value of $ 0 . 0001 per share , of which approximately 105 , 072 , 899 shares of Common Stock are issued and outstanding and ( b ) 15 , 000 , 000 shares of preferred stock of which 409 , 500 shares are issued and outstanding . Except as set forth on Schedule 4 . 3 , the Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act , other than pursuant to the exercise of employee stock options under the Companys stock option plans , the issuance of shares of Common Stock to employees pursuant to the Companys employee stock purchase plans and pursuant to the conversion and / or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act . No Person has any right of first refusal , preemptive right , right of participation , or any similar right to participate in the transactions contemplated by the Transaction Documents . Except as set forth on Schedule 4 . 3 and except as a result of the purchase and sale of the Securities , there are no outstanding options , warrants , scrip rights to subscribe to , calls or commitments of any character whatsoever relating to , or securities , rights or obligations convertible into or exercisable or exchangeable for , or giving any Person any right to subscribe for or acquire any shares of Common Stock , or contracts , commitments , understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents . The issuance and sale of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any Person ( other than the Investor ) and will not result in a right of any holder of Company securities to adjust the exercise , conversion , exchange or reset price under any of such securities . There are no stockholders agreements , voting agreements or other similar agreements with respect to the Companys capital stock to which the Company is a party or , to the knowledge of the Company , between or among any of the Companys stockholders .


Los Angeles, CA 90036


260 Newport Center Drive


Section 9.2 INDEMNIFICATION. Each party (an Indemnifying Party) agrees to indemnify and hold harmless the other party along with its officers, directors, employees, and authorized agents, and each Person or entity, if any, who controls such party within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act ( an Indemnified Party) from and against any Damages, joint or several, and any action in respect thereof to which the Indemnified Party becomes subject to, resulting from, arising out of or relating to (i) any misrepresentation, breach of warranty or nonfulfillment of or failure to perform any covenant or agreement on the part of the Indemnifying Party contained in this Agreement, (ii) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any post-effective amendment thereof or supplement thereto, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, (iii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or contained in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in the light of the circumstances under which the statements therein were made, not misleading, or (iv) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities law or any rule or regulation under the Securities Act, the Exchange Act or any state securities law, as such Damages are incurred, except to the extent such Damages result primarily from the Indemnified Partys failure to perform any covenant or agreement contained in this Agreement or the Indemnified Partys negligence, recklessness or bad faith in performing its obligations under this Agreement; provided, however, that the foregoing indemnity agreement shall not apply to any Damages of an Indemnified Party to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made by an Indemnifying Party in reliance upon and in conformity with written information furnished to the Indemnifying Party by the Indemnified Party expressly for use in the Registration Statement, any post-effective amendment thereof or supplement thereto, or any preliminary prospectus or final prospectus (as amended or supplemented).

Section 9 . 2 INDEMNIFICATION . Each party ( an Indemnifying Party ) agrees to indemnify and hold harmless the other party along with its officers , directors , employees , and authorized agents , and each Person or entity , if any , who controls such party within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act ( an Indemnified Party ) from and against any Damages , joint or several , and any action in respect thereof to which the Indemnified Party becomes subject to , resulting from , arising out of or relating to ( i ) any misrepresentation , breach of warranty or nonfulfillment of or failure to perform any covenant or agreement on the part of the Indemnifying Party contained in this Agreement , ( ii ) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any post-effective amendment thereof or supplement thereto , or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading , ( iii ) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or contained in the final prospectus ( as amended or supplemented , if the Company files any amendment thereof or supplement thereto with the SEC ) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein , in the light of the circumstances under which the statements therein were made , not misleading , or ( iv ) any violation or alleged violation by the Company of the Securities Act , the Exchange Act , any state securities law or any rule or regulation under the Securities Act , the Exchange Act or any state securities law , as such Damages are incurred , except to the extent such Damages result primarily from the Indemnified Partys failure to perform any covenant or agreement contained in this Agreement or the Indemnified Partys negligence , recklessness or bad faith in performing its obligations under this Agreement ; provided , however , that the foregoing indemnity agreement shall not apply to any Damages of an Indemnified Party to the extent , but only to the extent , arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made by an Indemnifying Party in reliance upon and in conformity with written information furnished to the Indemnifying Party by the Indemnified Party expressly for use in the Registration Statement , any post-effective amendment thereof or supplement thereto , or any preliminary prospectus or final prospectus ( as amended or supplemented ) .


Section 10.1 GOVERNING LAW; JURISDICTION. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Nevada without regard to the principles of conflicts of law. Each of the Company and the Investor hereby submits to the exclusive jurisdiction of the United States federal and state courts located in Kansas, County of Johnson, with respect to any dispute arising under the Transaction Documents or the transactions contemplated thereby.

Section 10 . 1 GOVERNING LAW ; JURISDICTION . This Agreement shall be governed by and interpreted in accordance with the laws of the State of Nevada without regard to the principles of conflicts of law . Each of the Company and the Investor hereby submits to the exclusive jurisdiction of the United States federal and state courts located in Kansas , County of Johnson , with respect to any dispute arising under the Transaction Documents or the transactions contemplated thereby .


TO: KODIAK CAPITAL GROUP, LLC


4.3 Capitalization. The capital stock of Ninebell outstanding as of the date hereof consists, and as of immediately prior to the Closing will consist, of 80,000 Ninebell Ordinary Shares, all of which are and will be held of record and beneficially by Shareholder. When issued and delivered in accordance with the terms of this Agreement, the Shares will be validly issued, fully paid and non-assessable and free of restrictions on transfer other than restrictions created by or imposed by this Agreement.

4 . 3 Capitalization . The capital stock of Ninebell outstanding as of the date hereof consists , and as of immediately prior to the Closing will consist , of 80 , 000 Ninebell Ordinary Shares , all of which are and will be held of record and beneficially by Shareholder . When issued and delivered in accordance with the terms of this Agreement , the Shares will be validly issued , fully paid and non-assessable and free of restrictions on transfer other than restrictions created by or imposed by this Agreement .


5.5 Repurchase of Shares. In the event the Closing is completed but the Follow-On Closing (as defined in the Corollary Agreement) is not completed, ACM shall have the right, but not the obligation, to demand that Ninebell and/or Shareholder to purchase the Shares from ACM for an aggregate price of US$1,200,000 , provided that if the Follow-On Closing is not completed solely as the result of a material failure by ACM to perform its material obligations under the Corollary Agreement, then ACM shall have no such demand right and instead Ninebell shall have the right, but not the obligation, to require ACM to resell the Shares to Ninebell for an aggregate price of US$1,200,000 . In order to exercise its rights under this Section5.5, ACM or Ninebell (as the case may be) shall deliver written notice of such exercise to the other parties hereto in accordance with Section6.7, and the related repurchase and resale of the Shares shall occur on a mutually agreed date no later than seven days after delivery of such notice. The provisions of this Section5.5 shall terminate as of 5 p.m., Pacific daylight saving time, on June30, 2017.

5 . 5 Repurchase of Shares . In the event the Closing is completed but the Follow-On Closing ( as defined in the Corollary Agreement ) is not completed , ACM shall have the right , but not the obligation , to demand that Ninebell and / or Shareholder to purchase the Shares from ACM for an aggregate price of US $ 1 , 200 , 000 , provided that if the Follow-On Closing is not completed solely as the result of a material failure by ACM to perform its material obligations under the Corollary Agreement , then ACM shall have no such demand right and instead Ninebell shall have the right , but not the obligation , to require ACM to resell the Shares to Ninebell for an aggregate price of US $ 1 , 200 , 000 . In order to exercise its rights under this Section5 . 5 , ACM or Ninebell ( as the case may be ) shall deliver written notice of such exercise to the other parties hereto in accordance with Section6 . 7 , and the related repurchase and resale of the Shares shall occur on a mutually agreed date no later than seven days after delivery of such notice . The provisions of this Section5 . 5 shall terminate as of 5 p . m . , Pacific daylight saving time , on June30 , 2017 .


6.4 Governing Law. This Agreement and any controversy arising out of or relating to this Agreement shall be governed by and construed in accordance with the General Corporation Law of the State of Delaware .

6 . 4 Governing Law . This Agreement and any controversy arising out of or relating to this Agreement shall be governed by and construed in accordance with the General Corporation Law of the State of Delaware .


| | ---|---|--- MOON-SOO CHOI /s/ Moon-Soo Choi Address: | | C-104, Bundang Technopark | | 145 Yatap-Dong, Bundang-Gu | | Seongnam-Si | | Gyeonggi-Do, Korea, 463-760 Signature Page to Ordinary Share Purchase Agreement

| | - - - | - - - | - - - MOON-SOO CHOI / s / Moon-Soo Choi Address : | | C-104 , Bundang Technopark | | 145 Yatap-Dong , Bundang-Gu | | Seongnam-Si | | Gyeonggi-Do , Korea , 463-760 Signature Page to Ordinary Share Purchase Agreement


ASSET-BASED REVOLVING CREDIT AGREEMENT


Dated as of February 17, 2017 <sup> among

Dated as of February 17 , 2017 < sup > among


Keane Group, Inc., as the Parent Guarantor Keane Group Holdings , LLC, as <sup> the Lead Borrower, and

Keane Group , Inc . , as the Parent Guarantor Keane Group Holdings , LLC , as < sup > the Lead Borrower , and


Bank of America, N.A. , as Administrative Agent and Collateral Agent and The Lenders Party Hereto

Bank of America , N . A . , as Administrative Agent and Collateral Agent and The Lenders Party Hereto


Citigroup Global Markets Inc . PNC Capital Markets LLC


5.01 | Existence, Qualification and Power | 97 ---|---|--- 5.02 | Authorization; No Contravention | 97 5.03 | Governmental Authorization; Other Consents | 98 5.04 | Binding Effect | 98 5.05 | Financial Statements; No Material Adverse Effect | 98 5.06 | Litigation | 99 5.07 | No Default | 99 5.08 | Ownership of Property; Liens | 99 5.09 | Environmental Compliance | 99 5.10 | Taxes | 100 5.11 | ERISA Compliance | 100 5.12 | Subsidiaries; Equity Interests | 101 5.13 | Margin Regulations; Investment Company Act | 101 5.14 | Disclosure | 101 5.15 | Compliance with Laws | 101 5.16 | Intellectual Property; Licenses, Etc. | 102 5.17 | Labor Matters | 102 5.18 | Security Documents | 102 5.19 | Solvency | 103 5.20 | Deposit Accounts | 103 5.21 | Material Contracts | 103 5.22 | USA PATRIOT Act Notice | 104 5.23 | Office of Foreign Assets Control | 104 5.24 | Use of Proceeds | 104 5.25 | Anti-Money Laundering | 104 5.26 | FCPA | 104 5.27 | Insurance | 104 5.28 | Borrowing Base Certificate | 105 5.29 | EEA Financial Institutions | 105 ARTICLE VI AFFIRMATIVE COVENANTS

5 . 01 | Existence , Qualification and Power | 97 - - - | - - - | - - - 5 . 02 | Authorization ; No Contravention | 97 5 . 03 | Governmental Authorization ; Other Consents | 98 5 . 04 | Binding Effect | 98 5 . 05 | Financial Statements ; No Material Adverse Effect | 98 5 . 06 | Litigation | 99 5 . 07 | No Default | 99 5 . 08 | Ownership of Property ; Liens | 99 5 . 09 | Environmental Compliance | 99 5 . 10 | Taxes | 100 5 . 11 | ERISA Compliance | 100 5 . 12 | Subsidiaries ; Equity Interests | 101 5 . 13 | Margin Regulations ; Investment Company Act | 101 5 . 14 | Disclosure | 101 5 . 15 | Compliance with Laws | 101 5 . 16 | Intellectual Property ; Licenses , Etc . | 102 5 . 17 | Labor Matters | 102 5 . 18 | Security Documents | 102 5 . 19 | Solvency | 103 5 . 20 | Deposit Accounts | 103 5 . 21 | Material Contracts | 103 5 . 22 | USA PATRIOT Act Notice | 104 5 . 23 | Office of Foreign Assets Control | 104 5 . 24 | Use of Proceeds | 104 5 . 25 | Anti-Money Laundering | 104 5 . 26 | FCPA | 104 5 . 27 | Insurance | 104 5 . 28 | Borrowing Base Certificate | 105 5 . 29 | EEA Financial Institutions | 105 ARTICLE VI AFFIRMATIVE COVENANTS


This ASSET-BASED REVOLVING CREDIT AGREEMENT (Agreement) is entered into as of February 17, 2017 among Keane Group Inc. , a Delaware corporation (the Parent), Keane Group Holdings , LLC , a Delaware limited liability company (the Lead Borrower), the Persons named on Schedule 1.01A hereto (and together with the Lead Borrower and each other Person that becomes a Borrower hereunder in accordance with the terms hereof, collectively, the Borrowers), the Guarantors, each lender from time to time party hereto (collectively, the Lenders and individually, a Lender) and Bank of America, N.A. as Administrative Agent and Collateral Agent.

This ASSET-BASED REVOLVING CREDIT AGREEMENT ( Agreement ) is entered into as of February 17 , 2017 among Keane Group Inc . , a Delaware corporation ( the Parent ) , Keane Group Holdings , LLC , a Delaware limited liability company ( the Lead Borrower ) , the Persons named on Schedule 1 . 01A hereto ( and together with the Lead Borrower and each other Person that becomes a Borrower hereunder in accordance with the terms hereof , collectively , the Borrowers ) , the Guarantors , each lender from time to time party hereto ( collectively , the Lenders and individually , a Lender ) and Bank of America , N . A . as Administrative Agent and Collateral Agent .


Accelerated Borrowing Base Delivery Event means any of the following events: (a) the occurrence and continuance of any Event of Default, (b) if no Loans are outstanding and the aggregate amount of L/C Obligations (excluding any L/C Obligations that have been Cash Collateralized) is less than or equal to $2,500,000 , Liquidity is less than the greater of (x) seventeen and a half percent (1 7.5% ) of the Loan Cap and (y) $20,000,000 , (c) if any Loan is outstanding or the aggregate amount of L/C Obligations (excluding any L/C Obligations that have been Cash Collateralized) is in excess of $2,500,000 , Excess Availability is less than the greater of (x) seventeen and a half percent (1 7.5% ) of the Loan Cap and (y) $20,000,000 , or (d) upon written request of the Administrative Agent during any period in which Excess Availability is less than $10,000,000 , in the case of each of clauses (a), (b), (c) and (d), for at least two (2) consecutive Business Days. For purposes of this Agreement, the occurrence of an Accelerated Borrowing Base Delivery Event shall be deemed continuing (i) so long as such Event of Default has not been cured or waived, (ii) if the Accelerated Borrowing Base Delivery Event arises as a result of clause (b) of the immediately preceding sentence, until the date Liquidity shall have been at least equal to the greater of (x) seventeen and a half percent (1 7.5% ) of the Loan Cap and (y) $20,000,000 , (iii) if the Accelerated Borrowing Base Delivery Event arises as a result of clause (c) of the immediately preceding sentence, until the date Excess Availability shall have been at least equal to the greater of (x) seventeen and a half percent (1 7.5% ) of the Loan Cap and (y) $20,000,000 , and/or (iv) if the Accelerated Borrowing Base Delivery Event arises as a result of clause (d) of the immediately preceding sentence, until the date Excess Availability shall be at least $10,000,000 , in the case of each of clauses (i), (ii) and (iii), for thirty (30) consecutive calendar days, in which case an Accelerated Borrowing Base Delivery Event shall no longer be deemed to be continuing for purposes of this Agreement. The termination of an Accelerated Borrowing Base Delivery Event as provided herein shall in no way limit, waive or delay the occurrence of a subsequent Accelerated Borrowing Base Delivery Event in the event that the conditions set forth in this definition again arise.

Accelerated Borrowing Base Delivery Event means any of the following events : ( a ) the occurrence and continuance of any Event of Default , ( b ) if no Loans are outstanding and the aggregate amount of L / C Obligations ( excluding any L / C Obligations that have been Cash Collateralized ) is less than or equal to $ 2 , 500 , 000 , Liquidity is less than the greater of ( x ) seventeen and a half percent ( 1 7 . 5 % ) of the Loan Cap and ( y ) $ 20 , 000 , 000 , ( c ) if any Loan is outstanding or the aggregate amount of L / C Obligations ( excluding any L / C Obligations that have been Cash Collateralized ) is in excess of $ 2 , 500 , 000 , Excess Availability is less than the greater of ( x ) seventeen and a half percent ( 1 7 . 5 % ) of the Loan Cap and ( y ) $ 20 , 000 , 000 , or ( d ) upon written request of the Administrative Agent during any period in which Excess Availability is less than $ 10 , 000 , 000 , in the case of each of clauses ( a ) , ( b ) , ( c ) and ( d ) , for at least two ( 2 ) consecutive Business Days . For purposes of this Agreement , the occurrence of an Accelerated Borrowing Base Delivery Event shall be deemed continuing ( i ) so long as such Event of Default has not been cured or waived , ( ii ) if the Accelerated Borrowing Base Delivery Event arises as a result of clause ( b ) of the immediately preceding sentence , until the date Liquidity shall have been at least equal to the greater of ( x ) seventeen and a half percent ( 1 7 . 5 % ) of the Loan Cap and ( y ) $ 20 , 000 , 000 , ( iii ) if the Accelerated Borrowing Base Delivery Event arises as a result of clause ( c ) of the immediately preceding sentence , until the date Excess Availability shall have been at least equal to the greater of ( x ) seventeen and a half percent ( 1 7 . 5 % ) of the Loan Cap and ( y ) $ 20 , 000 , 000 , and / or ( iv ) if the Accelerated Borrowing Base Delivery Event arises as a result of clause ( d ) of the immediately preceding sentence , until the date Excess Availability shall be at least $ 10 , 000 , 000 , in the case of each of clauses ( i ) , ( ii ) and ( iii ) , for thirty ( 30 ) consecutive calendar days , in which case an Accelerated Borrowing Base Delivery Event shall no longer be deemed to be continuing for purposes of this Agreement . The termination of an Accelerated Borrowing Base Delivery Event as provided herein shall in no way limit , waive or delay the occurrence of a subsequent Accelerated Borrowing Base Delivery Event in the event that the conditions set forth in this definition again arise .


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.

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 .


Aggregate Commitments means the Commitments of all the Lenders. As of the Effective Date, the Aggregate Commitments total $150,000,000 .

Aggregate Commitments means the Commitments of all the Lenders . As of the Effective Date , the Aggregate Commitments total $ 150 , 000 , 000 .


| Level | Total Net Leverage Ratio | LIBOR Margin | Base Rate Margin ---|---|---|---|--- | I | Greater than 4.0:1.0 | 4.50% <sup> | 3.50% <sup> | II | Less than or equal to 4.0x but greater than 3.5:1.0 | 4.25% | 3.25% | III | Less than or equal to 3.5:1.0 | 4.00% | 3.00%

| Level | Total Net Leverage Ratio | LIBOR Margin | Base Rate Margin - - - | - - - | - - - | - - - | - - - | I | Greater than 4 . 0 : 1 . 0 | 4 . 50 % < sup > | 3 . 50 % < sup > | II | Less than or equal to 4 . 0x but greater than 3 . 5 : 1 . 0 | 4 . 25 % | 3 . 25 % | III | Less than or equal to 3 . 5 : 1 . 0 | 4 . 00 % | 3 . 00 %


Bank of America means Bank of America, N.A. and its successors.

Bank of America means Bank of America , N . A . and its successors .


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 announced from time to time by Bank of America as its prime rate; (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% . The prime rate is a rate set by Bank of America based upon various factors including Bank of Americas costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in Bank of Americas 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 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 announced from time to time by Bank of America as its prime rate ; ( 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 % . The prime rate is a rate set by Bank of America based upon various factors including Bank of Americas costs and desired return , general economic conditions and other factors , and is used as a reference point for pricing some loans , which may be priced at , above , or below such announced rate . Any change in Bank of Americas 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 .


(a) 85% multiplied by the amount of Eligible Billed Accounts; plus

( a ) 85 % multiplied by the amount of Eligible Billed Accounts ; plus


(b) 75% multiplied by the amount of Eligible Unbilled Accounts; provided, that the amount attributable to this clause (b) shall not exceed 20% of the Borrowing Base (after giving effect to any Reserve, this limitation and the limitation set forth in the proviso in clause (c) below); plus

( b ) 75 % multiplied by the amount of Eligible Unbilled Accounts ; provided , that the amount attributable to this clause ( b ) shall not exceed 20 % of the Borrowing Base ( after giving effect to any Reserve , this limitation and the limitation set forth in the proviso in clause ( c ) below ) ; plus


(c)subject to Section 7.04, Parent ceasing to own, directly or indirectly, 100% of the total voting power of the Voting Stock of any Borrower.

( c ) subject to Section 7 . 04 , Parent ceasing to own , directly or indirectly , 100 % of the total voting power of the Voting Stock of any Borrower .


Code means the Internal Revenue Code of 1986 , as amended.

Code means the Internal Revenue Code of 1986 , as amended .


(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 12 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, (3)such adjustments may be incremental to (but not duplicative of) pro forma adjustments made pursuant to Section1.06 and (4)the aggregate amount of cost savings, operating expense reductions and cost saving synergies added pursuant to this clause (10) together with any amounts added pursuant to clause (11)(y) below shall not exceed (A) (a) $7,500,000 during the two Fiscal Quarter periods ending after the Effective Date and (b) thereafter, 15.0% of Consolidated EBITDA for such Measurement Period (prior to giving effect to the addbacks pursuant to this clause (10) and clause (11)(y) below) plus (B) the amount of any such cost savings, operating expense reductions, restructuring charges and expenses and cost-savings synergies that would be permitted to be included in financial statements prepared in accordance with Regulation S-X under the Securities Act during such Measurement 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 12 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 , ( 3 ) such adjustments may be incremental to ( but not duplicative of ) pro forma adjustments made pursuant to Section1 . 06 and ( 4 ) the aggregate amount of cost savings , operating expense reductions and cost saving synergies added pursuant to this clause ( 10 ) together with any amounts added pursuant to clause ( 11 ) ( y ) below shall not exceed ( A ) ( a ) $ 7 , 500 , 000 during the two Fiscal Quarter periods ending after the Effective Date and ( b ) thereafter , 15 . 0 % of Consolidated EBITDA for such Measurement Period ( prior to giving effect to the addbacks pursuant to this clause ( 10 ) and clause ( 11 ) ( y ) below ) plus ( B ) the amount of any such cost savings , operating expense reductions , restructuring charges and expenses and cost-savings synergies that would be permitted to be included in financial statements prepared in accordance with Regulation S-X under the Securities Act during such Measurement Period ; plus


anniversary of the Maturity Date, (ii) shall not require annual amortization payments in excess of 10% of the aggregate original principal amount of such Indebtedness, (iii) shall not have cross-defaults to Section 7.14, and (iv) the aggregate outstanding principal amount of which shall not exceed the sum of (A) $150,000,000 plus (B) an additional principal amount equal to $150,000,000 plus (C) an unlimited amount subject to (x) Consolidated EBITDA for the four fiscal quarter period occurring immediately prior thereto being in excess of $75,000,000 and (y) immediately after giving pro forma effect thereto and to the use of proceeds thereof, the Fixed Charge Coverage Ratio shall be at least 1.0:1.0, and any Permitted Refinancings thereof.

anniversary of the Maturity Date , ( ii ) shall not require annual amortization payments in excess of 10 % of the aggregate original principal amount of such Indebtedness , ( iii ) shall not have cross-defaults to Section 7 . 14 , and ( iv ) the aggregate outstanding principal amount of which shall not exceed the sum of ( A ) $ 150 , 000 , 000 plus ( B ) an additional principal amount equal to $ 150 , 000 , 000 plus ( C ) an unlimited amount subject to ( x ) Consolidated EBITDA for the four fiscal quarter period occurring immediately prior thereto being in excess of $ 75 , 000 , 000 and ( y ) immediately after giving pro forma effect thereto and to the use of proceeds thereof , the Fixed Charge Coverage Ratio shall be at least 1 . 0 : 1 . 0 , and any Permitted Refinancings thereof .


(c)fifty percent ( 50% ) or more of the Accounts from a referenced Customer are deemed ineligible hereunder, provided that such percentage may, in the Collateral Agents Permitted Discretion be increased from time to time;

( c ) fifty percent ( 50 % ) or more of the Accounts from a referenced Customer are deemed ineligible hereunder , provided that such percentage may , in the Collateral Agents Permitted Discretion be increased from time to time ;


(h)the Customer is the United States of America, any state or any department, agency or instrumentality of any of them, unless the applicable Borrower assigns its right to payment of such Account to the Administrative Agent pursuant to the Assignment of Claims Act of 1940 <sup> , as amended (31 U.S.C. Sub-Section 3727 et seq. and 41 U.S.C. Sub-Section 15 et seq.) or has otherwise complied with other applicable statutes or ordinances, but only to the extent the aggregate amount of all such Accounts not subject to such assignment pursuant to this clause (h) and all Eligible Unbilled Accounts not subject to such assignment pursuant to clause (i) of the definition of Eligible Unbilled Accounts exceeds $3,000,000 as of any date of determination;

( h ) the Customer is the United States of America , any state or any department , agency or instrumentality of any of them , unless the applicable Borrower assigns its right to payment of such Account to the Administrative Agent pursuant to the Assignment of Claims Act of 1940 < sup > , as amended ( 31 U . S . C . Sub-Section 3727 et seq . and 41 U . S . C . Sub-Section 15 et seq . ) or has otherwise complied with other applicable statutes or ordinances , but only to the extent the aggregate amount of all such Accounts not subject to such assignment pursuant to this clause ( h ) and all Eligible Unbilled Accounts not subject to such assignment pursuant to clause ( i ) of the definition of Eligible Unbilled Accounts exceeds $ 3 , 000 , 000 as of any date of determination ;


(p)when aggregated with other Accounts owing by any such Customer, it exceeds (i) with respect to any such Customer that is rated (or whose parent is rated) at least Baa3 by Moodys or BBB- by Standard and Poors, 35% of the aggregate Eligible Billed Accounts and Eligible Unbilled Accounts, (ii) with respect to Chevron Corporation, Exxon Mobil Corporation or Royal Dutch Shell plc, 45% of the aggregate Eligible Billed Accounts and Eligible Unbilled Accounts or (iii) with respect to any other such Customer, 20% of the aggregate Eligible Billed Accounts and Eligible Unbilled Accounts; provided that, any such Account shall only be excluded to the extent of such excess.

( p ) when aggregated with other Accounts owing by any such Customer , it exceeds ( i ) with respect to any such Customer that is rated ( or whose parent is rated ) at least Baa3 by Moodys or BBB - by Standard and Poors , 35 % of the aggregate Eligible Billed Accounts and Eligible Unbilled Accounts , ( ii ) with respect to Chevron Corporation , Exxon Mobil Corporation or Royal Dutch Shell plc , 45 % of the aggregate Eligible Billed Accounts and Eligible Unbilled Accounts or ( iii ) with respect to any other such Customer , 20 % of the aggregate Eligible Billed Accounts and Eligible Unbilled Accounts ; provided that , any such Account shall only be excluded to the extent of such excess .


(q)when aggregated with other Accounts owing by any such Customer, it exceeds (i) with respect to any such Customer that is rated (or whose parent is rated) at least Baa3 by Moodys or BBB- by Standard and Poors, 35% of the aggregate Eligible Billed Accounts and Eligible Unbilled Accounts, (ii) with respect to Chevron Corporation, Exxon Mobil Corporation or Royal Dutch Shell plc, 45% of the aggregate Eligible Billed Accounts and Eligible Unbilled Accounts or (iii) with respect to any other such Customer, 20% of the aggregate Eligible Billed Accounts and Eligible Unbilled Accounts; provided that, any such Account shall only be excluded to the extent of such excess.

( q ) when aggregated with other Accounts owing by any such Customer , it exceeds ( i ) with respect to any such Customer that is rated ( or whose parent is rated ) at least Baa3 by Moodys or BBB - by Standard and Poors , 35 % of the aggregate Eligible Billed Accounts and Eligible Unbilled Accounts , ( ii ) with respect to Chevron Corporation , Exxon Mobil Corporation or Royal Dutch Shell plc , 45 % of the aggregate Eligible Billed Accounts and Eligible Unbilled Accounts or ( iii ) with respect to any other such Customer , 20 % of the aggregate Eligible Billed Accounts and Eligible Unbilled Accounts ; provided that , any such Account shall only be excluded to the extent of such excess .


Excluded Swap Obligation means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantors failure for any reason to constitute an eligible contract participant as defined in the Commodity Exchange Act and the regulations thereunder (determined after giving to any keepwell, support or other agreement for the benefit of such Guarantor and any and all guarantees of such Guarantors Swap Obligations by other Loan Parties) at the time such guarantee or grant of a security interest by such Guarantor becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such guarantee or security interest is or becomes excluded in accordance with the first sentence of this definition.

Excluded Swap Obligation means , with respect to any Guarantor , any Swap Obligation if , and to the extent that , all or a portion of the guarantee of such Guarantor of , or the grant by such Guarantor of a security interest to secure , such Swap Obligation ( or any guarantee thereof ) is or becomes illegal under the Commodity Exchange Act or any rule , regulation or order of the Commodity Futures Trading Commission ( or the application or official interpretation of any thereof ) by virtue of such Guarantors failure for any reason to constitute an eligible contract participant as defined in the Commodity Exchange Act and the regulations thereunder ( determined after giving to any keepwell , support or other agreement for the benefit of such Guarantor and any and all guarantees of such Guarantors Swap Obligations by other Loan Parties ) at the time such guarantee or grant of a security interest by such Guarantor becomes effective with respect to such Swap Obligation . If a Swap Obligation arises under a master agreement governing more than one swap , such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such guarantee or security interest is or becomes excluded in accordance with the first sentence of this definition .


Existing ABL Credit Agreement means that certain Amended and Restated Revolving Credit and Security Agreement, dated August 8, 2014, by and among KGH Intermediate Holdco I, LLC, KGH Intermediate Holdco II, LLC, Keane Frac, LP, KS Drilling, LLC, Keane Frac ND, LLC, Keane Frac TX, LLC, and PNC Bank, National Association, as Agent (as defined therein) for certain lenders, as amended by that certain (a) First Amendment to Amended and Restated Revolving Credit and Security Agreement, dated as of December 22, 2014, (b) Second Amendment to Amended and Restated Revolving Credit and Security Agreement, dated as of April 7, 2015, and (c) Third Amendment to Amended and Restated Revolving Credit and Security Agreement, dated as of March 16, 2016.

Existing ABL Credit Agreement means that certain Amended and Restated Revolving Credit and Security Agreement , dated August 8 , 2014 , by and among KGH Intermediate Holdco I , LLC , KGH Intermediate Holdco II , LLC , Keane Frac , LP , KS Drilling , LLC , Keane Frac ND , LLC , Keane Frac TX , LLC , and PNC Bank , National Association , as Agent ( as defined therein ) for certain lenders , as amended by that certain ( a ) First Amendment to Amended and Restated Revolving Credit and Security Agreement , dated as of December 22 , 2014 , ( b ) Second Amendment to Amended and Restated Revolving Credit and Security Agreement , dated as of April 7 , 2015 , and ( c ) Third Amendment to Amended and Restated Revolving Credit and Security Agreement , dated as of March 16 , 2016 .


Existing Term Loan Credit Agreement means that certain credit agreement, dated as of March 16, 2016, by and among KGH Intermediate Holdco I, LLC, KGH Intermediate Holdco II, LLC, Keane Frac, LP , and CLMG Corp., as Administrative Agent (as defined therein) for certain lenders.

Existing Term Loan Credit Agreement means that certain credit agreement , dated as of March 16 , 2016 , by and among KGH Intermediate Holdco I , LLC , KGH Intermediate Holdco II , LLC , Keane Frac , LP , and CLMG Corp . , as Administrative Agent ( as defined therein ) for certain lenders .


Payment Conditions means, at the time of determination with respect to any specified transaction or payment (including a Restricted Payment), that (a) no Event of Default then exists or would arise as a result of entering into such transaction or the making of such payment, and (b) either (i)(A) before and after giving effect to such transaction or payment, Excess Availability equals or exceeds the greater of (x) fifteen percent (15.0%) of the Loan Cap and (y) $17,500,000 (or in the case of a Restricted Payment, the greater of (xx) seventeen and a half percent (1 7.5% ) of the Loan Cap and (yy) $20,000,000 ) as at such date and on a pro forma basis for the preceding ninety (90) calendar day period, and (B) the pro forma Consolidated Fixed Charge Coverage Ratio calculated for the most recently ended Measurement Period hereof, after giving effect to such transaction or payment equals or exceeds 1.00:1.00 or (ii) after the earlier of twelve (12) months from the Effective Date and such time as the Consolidated Fixed Charge Coverage Ratio at the end of any two consecutive Measurement Periods following the Effective Date has been at least 1.00:1.00, Excess Availability equals or exceeds the greater of (x) 20% of the Loan Cap and (y) $26,250,000 (or, in the case of a Restricted Payment, the greater of (xx) 22.5% of the Loan Cap and (yy) $30,000,000) as at such date and on a pro forma basis for the preceding ninety (90) calendar day period. Prior to undertaking any transaction or payment which is subject to the Payment Conditions, the Loan Parties shall deliver to the Administrative Agent an officers certificate (1) confirming that no Event of Default then exists or would arise as a result of entering into such transaction or the making of such payment and (2) setting forth calculations showing satisfaction of the conditions contained in clause (b) above which shall be reasonably satisfactory to the Administrative Agent.

Payment Conditions means , at the time of determination with respect to any specified transaction or payment ( including a Restricted Payment ) , that ( a ) no Event of Default then exists or would arise as a result of entering into such transaction or the making of such payment , and ( b ) either ( i ) ( A ) before and after giving effect to such transaction or payment , Excess Availability equals or exceeds the greater of ( x ) fifteen percent ( 15 . 0 % ) of the Loan Cap and ( y ) $ 17 , 500 , 000 ( or in the case of a Restricted Payment , the greater of ( xx ) seventeen and a half percent ( 1 7 . 5 % ) of the Loan Cap and ( yy ) $ 20 , 000 , 000 ) as at such date and on a pro forma basis for the preceding ninety ( 90 ) calendar day period , and ( B ) the pro forma Consolidated Fixed Charge Coverage Ratio calculated for the most recently ended Measurement Period hereof , after giving effect to such transaction or payment equals or exceeds 1 . 00 : 1 . 00 or ( ii ) after the earlier of twelve ( 12 ) months from the Effective Date and such time as the Consolidated Fixed Charge Coverage Ratio at the end of any two consecutive Measurement Periods following the Effective Date has been at least 1 . 00 : 1 . 00 , Excess Availability equals or exceeds the greater of ( x ) 20 % of the Loan Cap and ( y ) $ 26 , 250 , 000 ( or , in the case of a Restricted Payment , the greater of ( xx ) 22 . 5 % of the Loan Cap and ( yy ) $ 30 , 000 , 000 ) as at such date and on a pro forma basis for the preceding ninety ( 90 ) calendar day period . Prior to undertaking any transaction or payment which is subject to the Payment Conditions , the Loan Parties shall deliver to the Administrative Agent an officers certificate ( 1 ) confirming that no Event of Default then exists or would arise as a result of entering into such transaction or the making of such payment and ( 2 ) setting forth calculations showing satisfaction of the conditions contained in clause ( b ) above which shall be reasonably satisfactory to the Administrative Agent .


Permitted Holders shall mean (a) the Sponsors and any other Funds or managed accounts advised or managed by any Sponsor or any of a Sponsors Affiliates and Keane Investor, (b) any person that has no material assets other than the capital stock of the Parent, a parent of the Parent or capital stock of a Person engaged in a Similar Business and, directly or indirectly, holds or acquires 100% of the total voting power of the Voting Stock of the Parent, and of which no other Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act , or any successor provision), other than any Permitted Holder specified in clause (a) above, holds more than 50% of the total voting power of the Voting Stock thereof, and (c) any group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act , or any successor provision) the members of which include any Permitted Holder specified in clause (a) above and that, directly or indirectly, hold or acquire beneficial ownership of the Voting Stock of the Parent (a Permitted Holder Group), so long as (i) each member of the Permitted Holder Group has voting rights proportional to the percentage of ownership interests held or acquired by such member and (ii) no Person or other group (other than a Permitted Holder specified in clause (a) above) beneficially owns more than 50% on a fully diluted basis of the Voting Stock held by the Permitted Holder Group.

Permitted Holders shall mean ( a ) the Sponsors and any other Funds or managed accounts advised or managed by any Sponsor or any of a Sponsors Affiliates and Keane Investor , ( b ) any person that has no material assets other than the capital stock of the Parent , a parent of the Parent or capital stock of a Person engaged in a Similar Business and , directly or indirectly , holds or acquires 100 % of the total voting power of the Voting Stock of the Parent , and of which no other Person or group ( within the meaning of Section 13 ( d ) ( 3 ) or Section 14 ( d ) ( 2 ) of the Exchange Act , or any successor provision ) , other than any Permitted Holder specified in clause ( a ) above , holds more than 50 % of the total voting power of the Voting Stock thereof , and ( c ) any group ( within the meaning of Section 13 ( d ) ( 3 ) or Section 14 ( d ) ( 2 ) of the Exchange Act , or any successor provision ) the members of which include any Permitted Holder specified in clause ( a ) above and that , directly or indirectly , hold or acquire beneficial ownership of the Voting Stock of the Parent ( a Permitted Holder Group ) , so long as ( i ) each member of the Permitted Holder Group has voting rights proportional to the percentage of ownership interests held or acquired by such member and ( ii ) no Person or other group ( other than a Permitted Holder specified in clause ( a ) above ) beneficially owns more than 50 % on a fully diluted basis of the Voting Stock held by the Permitted Holder Group .


Securities Laws means the Securities Act of 1933 <sup> , 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.

Securities Laws means the Securities Act of 1933 < sup > , 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 .


(b)Each Committed Borrowing, each Conversion of Committed Loans from one Type to the other, and each continuation of LIBOR Rate Loans shall be made upon the Lead Borrowers irrevocable notice to the Administrative Agent, which may be given by telephone. 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 if the Lead Borrower wishes to request LIBOR Rate Loans having an Interest Period of twelve months in duration as provided in the definition of Interest Period, the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 11:00 a.m., three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Lead Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders. Each telephonic notice by the Lead Borrower pursuant to this Section 2.02(b) must be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Lead Borrower. 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 Sections 2.03(c) and 2.04(c), 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 (whether telephonic or written) shall specify (i) whether the Lead Borrower is requesting a Committed Borrowing, a Conversion of Committed 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 Committed Loans to be borrowed, Converted or continued, (iv) the Class and Type of Committed Loans to be borrowed or to which existing Committed Loans are to be Converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the Lead Borrower fails to specify a Type of Committed 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 Committed 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. Notwithstanding anything to the contrary herein, a Swing Line Loan may not be Converted to a LIBOR Rate Loan.

( b ) Each Committed Borrowing , each Conversion of Committed Loans from one Type to the other , and each continuation of LIBOR Rate Loans shall be made upon the Lead Borrowers irrevocable notice to the Administrative Agent , which may be given by telephone . 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 if the Lead Borrower wishes to request LIBOR Rate Loans having an Interest Period of twelve months in duration as provided in the definition of Interest Period , the applicable notice must be received by the Administrative Agent not later than 11 : 00 a . m . four Business Days prior to the requested date of such Borrowing , conversion or continuation , whereupon the Administrative Agent shall give prompt notice to the Appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them . Not later than 11 : 00 a . m . , three Business Days before the requested date of such Borrowing , conversion or continuation , the Administrative Agent shall notify the Lead Borrower ( which notice may be by telephone ) whether or not the requested Interest Period has been consented to by all the Lenders . Each telephonic notice by the Lead Borrower pursuant to this Section 2 . 02 ( b ) must be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice , appropriately completed and signed by a Responsible Officer of the Lead Borrower . 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 Sections 2 . 03 ( c ) and 2 . 04 ( c ) , 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 ( whether telephonic or written ) shall specify ( i ) whether the Lead Borrower is requesting a Committed Borrowing , a Conversion of Committed 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 Committed Loans to be borrowed , Converted or continued , ( iv ) the Class and Type of Committed Loans to be borrowed or to which existing Committed Loans are to be Converted , and ( v ) if applicable , the duration of the Interest Period with respect thereto . If the Lead Borrower fails to specify a Type of Committed 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 Committed 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 . Notwithstanding anything to the contrary herein , a Swing Line Loan may not be Converted to a LIBOR Rate Loan .


(g) Conflicting Provisions. This Section shall supersede any provisions in Sections 2.13 or 10.01 to the contrary.

( g ) Conflicting Provisions . This Section shall supersede any provisions in Sections 2 . 13 or 10 . 01 to the contrary .


ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY; APPOINTMENT OF LEAD BORROWER

ARTICLE III TAXES , YIELD PROTECTION AND ILLEGALITY ; APPOINTMENT OF LEAD BORROWER


5.13Margin Regulations; Investment Company Act .< <sup> br/>

5 . 13Margin Regulations ; Investment Company Act . & lt ; < sup > br / & gt ;


(b)When the Security Agreement (or a short form thereof) in proper form is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings in appropriate form are filed in the offices specified on Schedule II of the Security Agreement, the Collateral Agent shall have a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in the Intellectual Property Collateral (as defined in the Security Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office , as applicable, in each case prior and superior in right to any other Person to the extent required by the Loan Documents, subject to Permitted Encumbrances having priority under applicable Law (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Effective Date).

( b ) When the Security Agreement ( or a short form thereof ) in proper form is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements , releases and other filings in appropriate form are filed in the offices specified on Schedule II of the Security Agreement , the Collateral Agent shall have a fully perfected Lien on , and security interest in , all right , title and interest of the applicable Loan Parties in the Intellectual Property Collateral ( as defined in the Security Agreement ) in which a security interest may be perfected by filing , recording or registering a security agreement , financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office , as applicable , in each case prior and superior in right to any other Person to the extent required by the Loan Documents , subject to Permitted Encumbrances having priority under applicable Law ( it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks , trademark applications and copyrights acquired by the Loan Parties after the Effective Date ) .


5.22USA PATRIOT Act Notice. Each Loan Party is in compliance, in all material respects, with Patriot Act, to the extent each Loan Party is legally required to comply with the Patriot Act.< br/>

5 . 22USA PATRIOT Act Notice . Each Loan Party is in compliance , in all material respects , with Patriot Act , to the extent each Loan Party is legally required to comply with the Patriot Act . & lt ; br / & gt ;


5.23Office of Foreign Assets Control . Neither the advance of the Loans nor the use of the proceeds of the Loans, nor the lending, contribution or otherwise making available such proceeds to any Subsidiary, joint venture partner or other individual or entity, will be used to fund any activities of or business with any individual or entity, or in any Designated Jurisdiction, that at the time of such funding, is the subject of Sanctions, or in any other manner that will result in a violation by any individual or entity (including any individual or entity participating in the transaction, whether as Lender, Arranger, Administrative Agent, L/C Issuer, Swing Line Lender, or otherwise) of Sanctions. Neither the Borrowers, nor any of their Subsidiaries, nor, to the knowledge of the Borrowers and their Subsidiaries, any director, officer, employee, agent, Affiliate or representative thereof, is an individual or entity that is, or is 50% owned or controlled by any individual or entity that is (i) currently the subject or target of any Sanctions or (ii) located, organized or a resident in a Designated Jurisdiction.

5 . 23Office of Foreign Assets Control . Neither the advance of the Loans nor the use of the proceeds of the Loans , nor the lending , contribution or otherwise making available such proceeds to any Subsidiary , joint venture partner or other individual or entity , will be used to fund any activities of or business with any individual or entity , or in any Designated Jurisdiction , that at the time of such funding , is the subject of Sanctions , or in any other manner that will result in a violation by any individual or entity ( including any individual or entity participating in the transaction , whether as Lender , Arranger , Administrative Agent , L / C Issuer , Swing Line Lender , or otherwise ) of Sanctions . Neither the Borrowers , nor any of their Subsidiaries , nor , to the knowledge of the Borrowers and their Subsidiaries , any director , officer , employee , agent , Affiliate or representative thereof , is an individual or entity that is , or is 50 % owned or controlled by any individual or entity that is ( i ) currently the subject or target of any Sanctions or ( ii ) located , organized or a resident in a Designated Jurisdiction .


5.26FCPA. The Parent and its Subsidiaries and, to the knowledge of the Parent and its Subsidiaries, their respective officers, directors, employees, agents and Affiliates while acting on behalf of the Parent or its Subsidiaries, have conducted their businesses in compliance with the anti- bribery provisions of the United States Foreign Corrupt Practices Act of 1977 and, to the extent applicable, the UK Bribery Act 2010 and other similar anti- corruption legislation in other jurisdictions and maintain policies and procedures designed to promote and achieve compliance with such laws, to the extent such laws are applicable to the Parent and its Subsidiaries. No part of the proceeds of the Loans will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977 , as amended, or any other applicable anti-corruption laws.

5 . 26FCPA . The Parent and its Subsidiaries and , to the knowledge of the Parent and its Subsidiaries , their respective officers , directors , employees , agents and Affiliates while acting on behalf of the Parent or its Subsidiaries , have conducted their businesses in compliance with the anti - bribery provisions of the United States Foreign Corrupt Practices Act of 1977 and , to the extent applicable , the UK Bribery Act 2010 and other similar anti - corruption legislation in other jurisdictions and maintain policies and procedures designed to promote and achieve compliance with such laws , to the extent such laws are applicable to the Parent and its Subsidiaries . No part of the proceeds of the Loans will be used , directly or indirectly , for any payments to any governmental official or employee , political party , official of a political party , candidate for political office , or anyone else acting in an official capacity , in order to obtain , retain or direct business or obtain any improper advantage , in violation of the United States Foreign Corrupt Practices Act of 1977 , as amended , or any other applicable anti-corruption laws .


7.04Fundamental Changes. Merge , dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that:

7 . 04Fundamental Changes . Merge , dissolve , liquidate , consolidate with or into another Person , or Dispose of ( whether in one transaction or in a series of transactions ) all or substantially all of its assets ( whether now owned or hereafter acquired ) to or in favor of any Person , except that :


(d)so long as no Default exists or would result therefrom, a Borrower may merge with any other Person; provided that (i) such Borrower shall be the continuing or surviving corporation or (ii) if the Person formed by or surviving any such merger or consolidation is not a Borrower (any such Person, the Successor Company), (A) the Successor Company shall be an entity organized or existing under the Laws of the United States, any state thereof, the District of Columbia or any territory thereof, (B) the Successor Company shall expressly assume all the obligations of such Borrower under this Agreement and the other Loan Documents to which such Borrower is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Agent, (C) each Loan Party, unless it is the other party to such merger or consolidation, shall have confirmed that its obligations under the Loan Documents, including the Guarantee, shall continue to apply to the Successor Companys obligations under the Loan Agreements, (D) each Loan Party, unless it is the other party to such merger or consolidation, shall have by a supplement to the Security Agreement and other applicable Security Documents confirmed that its obligations thereunder shall apply to the Successor Companys obligations under the Loan Documents, (E) such Borrower shall have delivered to the Administrative Agent an officers certificate and an opinion of counsel, each stating that such merger or consolidation and such supplement to this Agreement or any Security Document does not conflict with this Agreement and (F) 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 reasonably requested by the Lenders; provided further that if the foregoing are satisfied, the Successor Company will succeed to, and be substituted for, such Borrower under this Agreement;

( d ) so long as no Default exists or would result therefrom , a Borrower may merge with any other Person ; provided that ( i ) such Borrower shall be the continuing or surviving corporation or ( ii ) if the Person formed by or surviving any such merger or consolidation is not a Borrower ( any such Person , the Successor Company ) , ( A ) the Successor Company shall be an entity organized or existing under the Laws of the United States , any state thereof , the District of Columbia or any territory thereof , ( B ) the Successor Company shall expressly assume all the obligations of such Borrower under this Agreement and the other Loan Documents to which such Borrower is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Agent , ( C ) each Loan Party , unless it is the other party to such merger or consolidation , shall have confirmed that its obligations under the Loan Documents , including the Guarantee , shall continue to apply to the Successor Companys obligations under the Loan Agreements , ( D ) each Loan Party , unless it is the other party to such merger or consolidation , shall have by a supplement to the Security Agreement and other applicable Security Documents confirmed that its obligations thereunder shall apply to the Successor Companys obligations under the Loan Documents , ( E ) such Borrower shall have delivered to the Administrative Agent an officers certificate and an opinion of counsel , each stating that such merger or consolidation and such supplement to this Agreement or any Security Document does not conflict with this Agreement and ( F ) 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 reasonably requested by the Lenders ; provided further that if the foregoing are satisfied , the Successor Company will succeed to , and be substituted for , such Borrower under this Agreement ;


9.19Disqualified Institutions. The Administrative Agent shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions of this Agreement relating to Disqualified Institutions. Without limiting the generality of the foregoing, the Administrative Agent shall not (x) be obligated to ascertain, monitor or inquire as to whether any Lender or Participant or prospective Lender or Participant is a Disqualified Institution or (y) have any liability with respect to or arising out of any assignment or participation of Loans, or disclosure of confidential information, to any Disqualified Institution. Each Lender represents and warrants to the parties hereto that at the time it becomes a Lender, it is not a Disqualified Institution.

9 . 19Disqualified Institutions . The Administrative Agent shall not be responsible or have any liability for , or have any duty to ascertain , inquire into , monitor or enforce , compliance with the provisions of this Agreement relating to Disqualified Institutions . Without limiting the generality of the foregoing , the Administrative Agent shall not ( x ) be obligated to ascertain , monitor or inquire as to whether any Lender or Participant or prospective Lender or Participant is a Disqualified Institution or ( y ) have any liability with respect to or arising out of any assignment or participation of Loans , or disclosure of confidential information , to any Disqualified Institution . Each Lender represents and warrants to the parties hereto that at the time it becomes a Lender , it is not a Disqualified Institution .


(b) Electronic Communications. Notices and other communications to the Lenders and the L/C Issuers hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender or L/C Issuer pursuant to Article II if such Lender or L/C Issuer, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent or the Lead Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications.

( b ) Electronic Communications . Notices and other communications to the Lenders and the L / C Issuers hereunder may be delivered or furnished by electronic communication ( including e-mail and Internet or intranet websites ) pursuant to procedures approved by the Administrative Agent , provided that the foregoing shall not apply to notices to any Lender or L / C Issuer pursuant to Article II if such Lender or L / C Issuer , as applicable , has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication . The Administrative Agent or the Lead Borrower may , in its discretion , agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it , provided that approval of such procedures may be limited to particular notices or communications .


(f) Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or other central bank having jurisdiction over such Lender; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

( f ) Certain Pledges . Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement ( including under its Note , if any ) to secure obligations of such Lender , including any pledge or assignment to secure obligations to a Federal Reserve Bank or other central bank having jurisdiction over such Lender ; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto .


(c)WAIVER OF VENUE. EACH LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. EACH OF THE LOAN PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

( c ) WAIVER OF VENUE . EACH LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES , TO THE FULLEST EXTENT PERMITTED BY LAW , ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH ( B ) OF THIS SECTION . EACH OF THE LOAN PARTIES HERETO HEREBY IRREVOCABLY WAIVES , TO THE FULLEST EXTENT PERMITTED BY LAW , THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT .


(e)ACTIONS COMMENCED BY LOAN PARTIES. EACH LOAN PARTY AGREES THAT ANY ACTION COMMENCED BY ANY LOAN PARTY ASSERTING ANY CLAIM OR COUNTERCLAIM ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT SHALL BE BROUGHT SOLELY IN A COURT OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY OR THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AS THE ADMINISTRATIVE AGENT MAY ELECT IN ITS SOLE DISCRETION AND CONSENTS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS WITH RESPECT TO ANY SUCH ACTION.

( e ) ACTIONS COMMENCED BY LOAN PARTIES . EACH LOAN PARTY AGREES THAT ANY ACTION COMMENCED BY ANY LOAN PARTY ASSERTING ANY CLAIM OR COUNTERCLAIM ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT SHALL BE BROUGHT SOLELY IN A COURT OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY OR THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AS THE ADMINISTRATIVE AGENT MAY ELECT IN ITS SOLE DISCRETION AND CONSENTS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS WITH RESPECT TO ANY SUCH ACTION .


10.17USA Patriot Act. Each Lender and the Administrative Agent (for itself and not on behalf of any Lender), which are subject to the Patriot Act ( as hereinafter defined) hereby notifies the Loan Parties that pursuant to the requirements of the USA PATRIOT Act ( Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the Patriot Act), it is required to obtain, verify and record information that identifies each Loan Party, which information includes the name and address of each Loan Party and other information that will allow such Lender or the Administrative Agent, as applicable, to identify each Loan Party in accordance with the Patriot Act.< br/>

10 . 17USA Patriot Act . Each Lender and the Administrative Agent ( for itself and not on behalf of any Lender ) , which are subject to the Patriot Act ( as hereinafter defined ) hereby notifies the Loan Parties that pursuant to the requirements of the USA PATRIOT Act ( Title III of Pub . L . 107-56 ( signed into law October 26 , 2001 ) ) ( the Patriot Act ) , it is required to obtain , verify and record information that identifies each Loan Party , which information includes the name and address of each Loan Party and other information that will allow such Lender or the Administrative Agent , as applicable , to identify each Loan Party in accordance with the Patriot Act . & lt ; br / & gt ;


the Obligations and the termination of the Commitments. In addition, any indebtedness of any Loan Party now or hereafter held by any other Loan Party is hereby subordinated in right of payment to the prior indefeasible payment in full of the Obligations and no Loan Party will demand, sue for or otherwise attempt to collect any such indebtedness. If any amount shall erroneously be paid to any Loan Party on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of any Loan Party, such amount shall be held in trust for the benefit of the Credit Parties and shall forthwith be paid to the Administrative Agent to be credited against the payment of the Obligations, whether matured or unmatured, in accordance with the terms of this Agreement and the other Loan Documents. Subject to the foregoing, to the extent that any Borrower shall, under this Agreement as a joint and several obligor, repay any of the Obligations constituting Loans made to another Borrower hereunder or other Obligations incurred directly and primarily by any other Borrower (an Accommodation Payment), then the Borrower making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Borrowers in an amount, for each of such other Borrowers, equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Borrowers Allocable Amount and the denominator of which is the sum of the Allocable Amounts of all of the Borrowers. As of any date of determination, the Allocable Amount of each Borrower shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Borrower hereunder without (a) rendering such Borrower insolvent within the meaning of Section 101 (31) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act ( UFTA) or Section 2 of the Uniform Fraudulent Conveyance Act ( UFCA), (b) leaving such Borrower with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Borrower unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA.

the Obligations and the termination of the Commitments . In addition , any indebtedness of any Loan Party now or hereafter held by any other Loan Party is hereby subordinated in right of payment to the prior indefeasible payment in full of the Obligations and no Loan Party will demand , sue for or otherwise attempt to collect any such indebtedness . If any amount shall erroneously be paid to any Loan Party on account of ( i ) such subrogation , contribution , reimbursement , indemnity or similar right or ( ii ) any such indebtedness of any Loan Party , such amount shall be held in trust for the benefit of the Credit Parties and shall forthwith be paid to the Administrative Agent to be credited against the payment of the Obligations , whether matured or unmatured , in accordance with the terms of this Agreement and the other Loan Documents . Subject to the foregoing , to the extent that any Borrower shall , under this Agreement as a joint and several obligor , repay any of the Obligations constituting Loans made to another Borrower hereunder or other Obligations incurred directly and primarily by any other Borrower ( an Accommodation Payment ) , then the Borrower making such Accommodation Payment shall be entitled to contribution and indemnification from , and be reimbursed by , each of the other Borrowers in an amount , for each of such other Borrowers , equal to a fraction of such Accommodation Payment , the numerator of which fraction is such other Borrowers Allocable Amount and the denominator of which is the sum of the Allocable Amounts of all of the Borrowers . As of any date of determination , the Allocable Amount of each Borrower shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Borrower hereunder without ( a ) rendering such Borrower insolvent within the meaning of Section 101 ( 31 ) of the Bankruptcy Code , Section 2 of the Uniform Fraudulent Transfer Act ( UFTA ) or Section 2 of the Uniform Fraudulent Conveyance Act ( UFCA ) , ( b ) leaving such Borrower with unreasonably small capital or assets , within the meaning of Section 548 of the Bankruptcy Code , Section 4 of the UFTA , or Section 5 of the UFCA , or ( c ) leaving such Borrower unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA , or Section 5 of the UFCA .


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the date first above written.

IN WITNESS WHEREOF , the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the date first above written .


FOR VALUE RECEIVED, the undersigned (individually, a Borrower and, collectively, the Borrowers), jointly and severally promise to pay to the order of _____________________ (hereinafter, with any subsequent holders, the Lender), c/o Bank of America, N.A. , 901 Main Street, 14th Floor, Dallas, Texas 75202, the principal sum of ___________________ ($______________), or, if less, the aggregate unpaid principal balance of Committed Loans made by the Lender to or for the account of any Borrower pursuant to the Credit Agreement dated as of February 17, 2017 <sup> (as amended, modified, supplemented or restated and in effect from time to time, the Credit Agreement) by and among (i) the Borrowers, (ii) Keane Group, Inc., a Delaware corporation, (iii) the guarantors party thereto, (iv) Bank of America, N.A. , as administrative agent (in such capacity, the Administrative Agent) for its own benefit and the benefit of the other Credit Parties referred to therein, (v) Bank of America, N.A. , as collateral agent (in such capacity, the Collateral Agent) for its own benefit and the benefit of the other Credit Parties, (vi) the L/C Issuers party thereto, and (vii) the lenders from time to time party thereto (individually, a Lender and, collectively, the Lenders), with interest at the rate and payable in the manner stated therein.

FOR VALUE RECEIVED , the undersigned ( individually , a Borrower and , collectively , the Borrowers ) , jointly and severally promise to pay to the order of _____________________ ( hereinafter , with any subsequent holders , the Lender ) , c / o Bank of America , N . A . , 901 Main Street , 14th Floor , Dallas , Texas 75202 , the principal sum of ___________________ ( $ ______________ ) , or , if less , the aggregate unpaid principal balance of Committed Loans made by the Lender to or for the account of any Borrower pursuant to the Credit Agreement dated as of February 17 , 2017 < sup > ( as amended , modified , supplemented or restated and in effect from time to time , the Credit Agreement ) by and among ( i ) the Borrowers , ( ii ) Keane Group , Inc . , a Delaware corporation , ( iii ) the guarantors party thereto , ( iv ) Bank of America , N . A . , as administrative agent ( in such capacity , the Administrative Agent ) for its own benefit and the benefit of the other Credit Parties referred to therein , ( v ) Bank of America , N . A . , as collateral agent ( in such capacity , the Collateral Agent ) for its own benefit and the benefit of the other Credit Parties , ( vi ) the L / C Issuers party thereto , and ( vii ) the lenders from time to time party thereto ( individually , a Lender and , collectively , the Lenders ) , with interest at the rate and payable in the manner stated therein .


THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK , WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THEREOF.

THIS NOTE SHALL BE GOVERNED BY , AND CONSTRUED IN ACCORDANCE WITH , THE LAWS OF THE STATE OF NEW YORK , WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THEREOF .


Each of the Borrowers iRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND ANY FEDERAL COURT SITTING THEREIN, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE BORROWERS IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE BORROWERS AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS NOTE OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR THE LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS NOTE OR ANY OTHER LOAN DOCUMENT AGAINST ANY OF THE BORROWERS OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

Each of the Borrowers iRREVOCABLY AND UNCONDITIONALLY SUBMITS , FOR ITSELF AND ITS PROPERTY , TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND ANY FEDERAL COURT SITTING THEREIN , AND ANY APPELLATE COURT FROM ANY THEREOF , IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE OR ANY OTHER LOAN DOCUMENT , OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT , AND EACH OF THE BORROWERS IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR , TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW , IN SUCH FEDERAL COURT . EACH OF THE BORROWERS AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW . NOTHING IN THIS NOTE OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR THE LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS NOTE OR ANY OTHER LOAN DOCUMENT AGAINST ANY OF THE BORROWERS OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION .


EACH OF THE Borrowers IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO ABOVE. EACH OF THE BORROWERS HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

EACH OF THE Borrowers IRREVOCABLY AND UNCONDITIONALLY WAIVES , TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW , ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO ABOVE . EACH OF THE BORROWERS HEREBY IRREVOCABLY WAIVES , TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW , THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT .


FOR VALUE RECEIVED, the undersigned (individually, a Borrower and, collectively, the Borrowers), jointly and severally promise to pay to BANK OF AMERICA, N.A. (hereinafter, with any subsequent holders, the Swing Line Lender) or its registered assigns, 901 Main Street, 14th Floor, Dallas, Texas 75202, the principal sum of FIFTEEN MILLION DOLLARS ($15,000,000), or, if less, the aggregate unpaid principal balance of Swing Line Loans made by the Swing Line Lender to or for the account of any Borrower pursuant to the Credit Agreement dated as of February 17, 2017 <sup> (as amended, modified, supplemented or restated and in effect from time to time, the Credit Agreement) by and among (i) the Borrowers, (ii) the guarantors party thereto, (iii) Bank of America, N.A. , as administrative agent (in such capacity, the Administrative Agent) for its own benefit and the benefit of the other Credit Parties referred to therein, (iv) Keane Group, Inc., (v) Bank of America, N.A. , as collateral agent (in such capacity, the Collateral Agent) for its own benefit and the benefit of the other Credit Parties, (vi) the L/C Issuers party thereto, and (vii) the lenders from time to time party thereto (individually, a Lender and, collectively, the Lenders), with interest at the rate and payable in the manner stated therein.

FOR VALUE RECEIVED , the undersigned ( individually , a Borrower and , collectively , the Borrowers ) , jointly and severally promise to pay to BANK OF AMERICA , N . A . ( hereinafter , with any subsequent holders , the Swing Line Lender ) or its registered assigns , 901 Main Street , 14th Floor , Dallas , Texas 75202 , the principal sum of FIFTEEN MILLION DOLLARS ( $ 15 , 000 , 000 ) , or , if less , the aggregate unpaid principal balance of Swing Line Loans made by the Swing Line Lender to or for the account of any Borrower pursuant to the Credit Agreement dated as of February 17 , 2017 < sup > ( as amended , modified , supplemented or restated and in effect from time to time , the Credit Agreement ) by and among ( i ) the Borrowers , ( ii ) the guarantors party thereto , ( iii ) Bank of America , N . A . , as administrative agent ( in such capacity , the Administrative Agent ) for its own benefit and the benefit of the other Credit Parties referred to therein , ( iv ) Keane Group , Inc . , ( v ) Bank of America , N . A . , as collateral agent ( in such capacity , the Collateral Agent ) for its own benefit and the benefit of the other Credit Parties , ( vi ) the L / C Issuers party thereto , and ( vii ) the lenders from time to time party thereto ( individually , a Lender and , collectively , the Lenders ) , with interest at the rate and payable in the manner stated therein .


THIS SWING LINE NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK , WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THEREOF.

THIS SWING LINE NOTE SHALL BE GOVERNED BY , AND CONSTRUED IN ACCORDANCE WITH , THE LAWS OF THE STATE OF NEW YORK , WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THEREOF .


Each of the Borrowers iRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND ANY FEDERAL COURT SITTING THEREIN, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS SWING LINE NOTE OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE BORROWERS IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE BORROWERS AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS SWING LINE NOTE OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR THE SWING LINE LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS SWING LINE NOTE OR ANY OTHER LOAN DOCUMENT AGAINST ANY OF THE BORROWERS OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

Each of the Borrowers iRREVOCABLY AND UNCONDITIONALLY SUBMITS , FOR ITSELF AND ITS PROPERTY , TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND ANY FEDERAL COURT SITTING THEREIN , AND ANY APPELLATE COURT FROM ANY THEREOF , IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS SWING LINE NOTE OR ANY OTHER LOAN DOCUMENT , OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT , AND EACH OF THE BORROWERS IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR , TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW , IN SUCH FEDERAL COURT . EACH OF THE BORROWERS AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW . NOTHING IN THIS SWING LINE NOTE OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR THE SWING LINE LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS SWING LINE NOTE OR ANY OTHER LOAN DOCUMENT AGAINST ANY OF THE BORROWERS OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION .


I, the undersigned, a senior authorized financial officer of Keane Group Holdings , LLC <sup> , a Delaware limited liability company (Company), in that capacity only and not in my individual capacity (and without personal liability), do hereby certify as of the date hereof, and based upon facts and circumstances as they exist as of the date hereof (and disclaiming any responsibility for changes in such fact and circumstances after the date hereof), that:

I , the undersigned , a senior authorized financial officer of Keane Group Holdings , LLC < sup > , a Delaware limited liability company ( Company ) , in that capacity only and not in my individual capacity ( and without personal liability ) , do hereby certify as of the date hereof , and based upon facts and circumstances as they exist as of the date hereof ( and disclaiming any responsibility for changes in such fact and circumstances after the date hereof ) , that :