FORM OF STOCKHOLDERS’ AGREEMENT BY AND AMONG KEANE GROUP, INC. AND HOLDERS OF STOCK OF KEANE GROUP, INC. SIGNATORY HERETO Dated as of , 201Stockholders’ Agreement • December 14th, 2016 • Keane Group, Inc. • Oil & gas field services, nec • Delaware
This Stockholders’ Agreement (the “Agreement”) is made, entered into and effective as of , 201 (the “Effective Date”), by and between Keane Investor Holdings, LLC, a Delaware limited liability company (“Investor Holdco”) and Keane Group, Inc., a Delaware corporation (including any of its successors by merger, acquisition, reorganization, conversion or otherwise) (the “Company”).
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • December 14th, 2016 • Keane Group, Inc. • Oil & gas field services, nec • Delaware
This Indemnification Agreement (“Agreement”) is made as of [●], 2016 by and between Keane Group, Inc., a Delaware corporation (the “Corporation”), and [●] (“Indemnitee”).
FOURTH AMENDMENT TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • December 14th, 2016 • Keane Group, Inc. • Oil & gas field services, nec • New York
This NOTE PURCHASE AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of August 8, 2014 among KGH Intermediate Holdco I, LLC, a Delaware limited liability company (“Holdings”), KGH Intermediate Holdco II, LLC, a Delaware limited liability company (the “Issuer”), the Subsidiary Guarantors from time to time party hereto, the investors party to this Agreement from time to time as purchasers (collectively, the “Purchasers” and each, individually, a “Purchaser”) and U.S. Bank National Association as agent for the Purchasers (“Agent”).
THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • December 14th, 2016 • Keane Group, Inc. • Oil & gas field services, nec • New York
This THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), dated December [●], 2016 (the “Effective Date”), by and between KGH Intermediate Holdco II, LLC (“KGH”), Keane Group, Inc. (“Keane”) and James Stewart (the “Executive”) (each a “Party” and together, the “Parties”). As of the Effective Date, all references in this Agreement to the “Company” shall be deemed to be references to KGH, and following the date of an initial public offering by Keane (such date, the “IPO Date”), if any, shall be deemed to be references to Keane.
FORM OF LIMITED LIABILITY COMPANY AGREEMENT OF KEANE INVESTOR HOLDINGS LLC, a Delaware Limited Liability CompanyLimited Liability Company Agreement • December 14th, 2016 • Keane Group, Inc. • Oil & gas field services, nec • Delaware
EMPLOYMENT AGREEMENTEmployment Agreement • December 14th, 2016 • Keane Group, Inc. • Oil & gas field services, nec • New York
EMPLOYMENT AGREEMENT (this “Agreement”), dated as of October 20, 2016, by and between Keane Group Holdings, LLC, a Delaware limited liability company (the “Company”), and Kevin M. McDonald, an individual resident of the State of Texas (the “Executive”) (each, a “Party” and together, the “Parties”).
ASSET PURCHASE AGREEMENT BY AND AMONG KEANE GROUP HOLDINGS, LLC, KEANE FRAC, LP, TRICAN WELL SERVICE LTD. AND THE SELLER COMPANIES NAMED HEREIN DATED AS OF JANUARY 25, 2016Asset Purchase Agreement • December 14th, 2016 • Keane Group, Inc. • Oil & gas field services, nec • Delaware
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of January 25, 2016 by and among Keane Group Holdings, LLC, a Delaware limited liability company (“Keane Parent”), Keane Frac, LP (“Buyer” and together with Keane Parent, the “Buyer Companies”), Trican Well Service Ltd., an Alberta corporation (“Trican Parent”) and Trican Well Service, L.P., a Delaware limited partnership (“Trican U.S.” and collectively with any other Subsidiary of Trican Parent that has any right, title and interest in the Purchased Assets, including those Subsidiaries set forth on Annex I hereto, the “Seller Companies”). Keane Parent, Buyer, Trican Parent and each of the Seller Companies are each referred to individually as a “Party” and collectively as the “Parties.” Capitalized terms used, but not otherwise defined herein have the meanings set forth in Section 1.1 below.
THIRD AMENDMENT TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • December 14th, 2016 • Keane Group, Inc. • Oil & gas field services, nec • New York
This THIRD AMENDMENT TO NOTE PURCHASE AGREEMENT, dated as of January 25, 2016 (the “Amendment”), is entered into by and among KGH Intermediate Holdco II, LLC, a Delaware limited liability company (the “Issuer”), KGH Intermediate Holdco I, LLC, a Delaware limited liability company (“Holdings”), each of the other Note Parties party hereto, the undersigned Required Purchasers, and U.S. Bank National Association, as agent for the Purchasers (the “Agent”). All capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Note Purchase Agreement (as defined below).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • December 14th, 2016 • Keane Group, Inc. • Oil & gas field services, nec
This AMENDMENT (this “Amendment”), dated [●], 2016, to the Employment Agreement, dated March 15, 2016 (the “Employment Agreement”), by and between KGH Intermediate Holdco II, LLC (“KGH”) and James J. Venditto (the “Executive”), is made and entered into by and among KGH, the Executive and Keane Group, Inc. (“Keane”) (each a “Party” and collectively the “Parties”).
INTELLECTUAL PROPERTY LICENSE AGREEMENTIntellectual Property License Agreement • December 14th, 2016 • Keane Group, Inc. • Oil & gas field services, nec • Delaware
This INTELLECTUAL PROPERTY LICENSE AGREEMENT (this “Agreement”), dated as of March 16, 2016 (the “Effective Date”), is made and entered into by and between Trican Well Service Ltd., an Alberta corporation (“Licensor”) and Keane Frac LP (“Buyer”). Licensor and Buyer are sometimes collectively referred to herein as the “Parties” and individually referred to herein as a “Party”.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • December 14th, 2016 • Keane Group, Inc. • Oil & gas field services, nec
This AMENDMENT (this “Amendment”), dated [●], 2016, to the Employment Agreement, dated February 1, 2016 (the “Employment Agreement”), by and between Keane Group Holdings, LLC (“Holdings”) and Ian J. Henkes (the “Executive”), is made and entered into by and among Holdings, the Executive and Keane Group, Inc. (“Keane”) (each a “Party” and collectively the “Parties”).
ASSIGNMENT AGREEMENTAssignment Agreement • December 14th, 2016 • Keane Group, Inc. • Oil & gas field services, nec
This ASSIGNMENT AGREEMENT (this “Assignment Agreement”), dated December [●], 2016, is made and entered into by and among Keane Group Holdings, LLC (“Holdings”), Keane Group, Inc. (“Keane”), and Kevin M. McDonald (the “Executive”) (each a “Party” and collectively the “Parties”).
FORM OF DIRECTOR SERVICES AGREEMENTForm of Director Services Agreement • December 14th, 2016 • Keane Group, Inc. • Oil & gas field services, nec • New York
This Director Services Agreement (the “Agreement”) is made and entered into as of the day of (the “Effective Date”) by and between Keane Group Holdings, LLC, a Delaware limited liability company the “Company”), and (“you” or “your”), an individual residing at the address set forth next to his name on the signature page below. For purposes of this Agreement, you and the Company each may be referred to individually as a “Party”, and together as the “Parties”.
CREDIT AGREEMENT among KGH INTERMEDIATE HOLDCO II, LLC, as PARENT BORROWER, KEANE FRAC, LP, as OPCO BORROWER, KGH INTERMEDIATE HOLDCO I, LLC, as PARENT GUARANTOR, VARIOUS LENDERS and CLMG CORP., as ADMINISTRATIVE AGENT Dated as of March 16, 2016Credit Agreement • December 14th, 2016 • Keane Group, Inc. • Oil & gas field services, nec
CREDIT AGREEMENT, dated as of March 16, 2016, among KGH Intermediate Holdco II, LLC, a Delaware limited liability company (“Parent Borrower”), Keane Frac, LP, a Pennsylvania limited partnership (“Opco Borrower” and, together with Parent Borrower, the “Borrowers”), KGH Intermediate HoldCo I, LLC, a Delaware limited liability company (“Parent Guarantor”), the Lenders party hereto from time to time and CLMG Corp., as Administrative Agent. All capitalized terms used herein and defined in Section 1.01 are used herein as therein defined.
SECOND AMENDMENT TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • December 14th, 2016 • Keane Group, Inc. • Oil & gas field services, nec • New York
This SECOND AMENDMENT TO NOTE PURCHASE AGREEMENT, dated as of April 7, 2015 (the “Amendment”), is entered into by and among KGH Intermediate Holdco II, LLC, a Delaware limited liability company (the “Issuer”), KGH Intermediate Holdco I, LLC, a Delaware limited liability company (“Holdings”), each of the other Note Parties party hereto, the undersigned Required Purchasers and U.S. Bank National Association, as agent for the Purchasers (the “Agent”). All capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Note Purchase Agreement (as defined below).
INTELLECTUAL PROPERTY LICENSE AGREEMENTIntellectual Property License Agreement • December 14th, 2016 • Keane Group, Inc. • Oil & gas field services, nec • Delaware
This INTELLECTUAL PROPERTY LICENSE AGREEMENT (this “Agreement”), dated as of March 16, 2016 (the “Effective Date”), is made and entered into by and among Trican Well Service Ltd., an Alberta corporation (“Trican Parent”) and Trican Well Service, L.P., a Delaware limited partnership (“Trican U.S.”), and Keane Frac L.P. (“Buyer”). Trican Parent and Trican U.S. are collectively referred to herein as the “Licensor”. Licensor and Buyer are sometimes collectively referred to herein as the “Parties” and individually referred to herein as a “Party”.
THIRD AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENTSecurity Agreement • December 14th, 2016 • Keane Group, Inc. • Oil & gas field services, nec • New York
This Amended and Restated Revolving Credit and Security Agreement dated as of August 8, 2014 among KGH Intermediate Holdco I, LLC, a Delaware limited liability company (“Holdings”), KGH Intermediate Holdco II, LLC, a Delaware limited liability company (“Intermediate Holdco II” or a “Borrower”), KEANE FRAC, LP, a Pennsylvania limited partnership (“Frac” or a “Borrower”), KS DRILLING LLC, a Delaware limited liability company (“Drilling” or a “Borrower”), KEANE FRAC ND, LLC, a Delaware limited liability company (“Frac ND” or a “Borrower”), KEANE FRAC TX, LLC, a Delaware limited liability company (“Keane Texas” or a “Borrower”), each Person joined hereto as a borrower from time to time (each a “Borrower” and together with Intermediate Holdco III, Frac, Drilling, Frac ND and Keane Texas collectively, the “Borrowers”), the financial institutions which are now or which hereafter become a party hereto (collectively, the “Lenders” and each individually a “Lender”) and PNC BANK, NATIONAL ASSOCIA
FIRST AMENDMENT TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • December 14th, 2016 • Keane Group, Inc. • Oil & gas field services, nec • New York
This FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT, dated as of December 23, 2014 (the “Amendment”), is entered into by and among KGH Intermediate Holdco II, LLC, a Delaware limited liability company (the “Issuer”), KGH Intermediate Holdco I, LLC, a Delaware limited liability company (“Holdings”), each of the other Note Parties party hereto, the undersigned Required Purchasers and U.S. Bank National Association, as agent for the Purchasers (the “Agent”). All capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Note Purchase Agreement (as defined below).
AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT PNC BANK, NATIONAL ASSOCIATION (AS LENDER AND AS AGENT) WITH KGH INTERMEDIATE HOLDCO I, LLC (HOLDINGS) AND KGH INTERMEDIATE HOLDCO II, LLC KEANE FRAC, LP KS DRILLING, LLC KEANE FRAC ND, LLC...Security Agreement • December 14th, 2016 • Keane Group, Inc. • Oil & gas field services, nec • New York
This Amended and Restated Revolving Credit and Security Agreement dated as of August 8, 2014 among KGH Intermediate Holdco I, LLC, a Delaware limited liability company (“Holdings”), KGH Intermediate Holdco II, LLC, a Delaware limited liability company (“Intermediate Holdco II” or a “Borrower”), KEANE FRAC, LP, a Pennsylvania limited partnership (“Frac” or a “Borrower”), KS DRILLING LLC, a Delaware limited liability company (“Drilling” or a “Borrower”), KEANE FRAC ND, LLC, a Delaware limited liability company (“Frac ND” or a “Borrower”), KEANE FRAC TX, LLC, a Delaware limited liability company (“Keane Texas” or a “Borrower”), each Person joined hereto as a borrower from time to time (each a “Borrower” and together with Intermediate Holdco I, Frac, Drilling, Frac ND and Keane Texas collectively, the “Borrowers”), the financial institutions which are now or which hereafter become a party hereto (collectively, the “Lenders” and each individually a “Lender”) and PNC BANK, NATIONAL ASSOCIATI
EMPLOYMENT AGREEMENTEmployment Agreement • December 14th, 2016 • Keane Group, Inc. • Oil & gas field services, nec • New York
This EMPLOYMENT AGREEMENT (this “Agreement”), dated March 15, 2016, by and between KGH Intermediate Holdco II, LLC (the “Company”) and James J. Venditto (the “Executive”) (each a “Party” and together, the “Parties”). Except as otherwise provided herein, the “Effective Date” of this Agreement shall be the “Closing Date” (as defined in the Asset Purchase Agreement by and among Keane Group Holdings, LLC (“Holdings”), Keane Frac, LP, Trican Well Service Ltd., and Trican Well Service, L.P., dated January 25, 2016 (the “Purchase Agreement”)). This Agreement is expressly conditioned upon the occurrence of the Closing (as defined in the Purchase Agreement); should the Closing not occur, this Agreement shall be void and of no force or effect.
SECOND AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT AND AMENDMENT TO AMENDED AND RESTATED GUARANTY AND SURETYSHIP AGREEMENTAnd Security Agreement • December 14th, 2016 • Keane Group, Inc. • Oil & gas field services, nec
SECOND AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT, dated as of April 7, 2015 (this “Amendment”), made by and among KGH INTERMEDIATE HOLDCO I, LLC, a Delaware limited liability company (“Holdings”), KGH INTERMEDIATE HOLDCO II, LLC, a Delaware limited liability company (“Intermediate Holdco II” or a “Borrower”), KEANE FRAC, LP, a Pennsylvania limited partnership (“Frac” or a “Borrower”), KS DRILLING LLC, a Delaware limited liability company (“Drilling” or a “Borrower”), KEANE FRAC ND, LLC, a Delaware limited liability company (“Frac ND” or a “Borrower”), KEANE FRAC TX, LLC, a Delaware limited liability company (“Keane Texas” or a “Borrower”), each Person joined hereto as a borrower from time to time (each a “Borrower” and together with Intermediate Holdco I, Frac, Drilling, Frac ND and Keane Texas collectively, the “Borrowers”), the financial institutions which are now or which hereafter become a party hereto (collectively, the “Lenders” and each individual
FIRST AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENTRevolving Credit and Security Agreement • December 14th, 2016 • Keane Group, Inc. • Oil & gas field services, nec • New York
FIRST AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT, dated as of December 22, 2014 (the “Amendment”), made by and among KGH INTERMEDIATE HOLDCO I, LLC, a Delaware limited liability company (“Holdings”), KGH INTERMEDIATE HOLDCO II, LLC, a Delaware limited liability company (“Intermediate Holdco II” or a “Borrower”), KEANE FRAC, LP, a Pennsylvania limited partnership (“Frac” or a “Borrower”), KS DRILLING LLC, a Delaware limited liability company (“Drilling” or a “Borrower”), KEANE FRAC ND, LLC, a Delaware limited liability company (“Frac ND” or a “Borrower”), KEANE FRAC TX, LLC, a Delaware limited liability company (“Keane Texas” or a “Borrower”), each Person joined hereto as a borrower from time to time (each a “Borrower” and together with Intermediate Holdco I, Frac, Drilling, Frac ND and Keane Texas collectively, the “Borrowers”), the financial institutions which are now or which hereafter become a party hereto (collectively, the “Lenders” and each individu
