TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY
OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS TERM NOTE OR ANY OTHER LOAN
DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON
CONTRACT, TORT OR ANY OTHER THEORY). EACH BORROWER AND THE LENDER, BY ITS
ACCEPTANCE HEREOF, CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON
WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER.
EACH BORROWER ACKNOWLEDGES THAT THE LENDER HAS BEEN INDUCED TO ENTER INTO THE
CREDIT AGREEMENT AND THIS TERM NOTE BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS
AND CERTIFICATIONS HEREIN.
[SIGNATURE PAGES FOLLOW]
IN WITNESS WHEREOF, the Borrowers have caused this Term Note to be duly executed
as of the date set forth above.
BORROWERS:
KEANE GROUP HOLDINGS, LLC
By:
Name: Gregory Powell
Title: President and Chief Financial
Officer
KEANE FRAC, LP
By:
Keane Frac GP, LLC, its General Partner
By:
KGH Intermediate Holdco II, LLC, its
Managing Member
By:
Name: Gregory Powell
Title: President and Chief Financial
Officer
KS DRILLING, LLC
By:
KGH Intermediate Holdco II, LLC, its
Managing Member
By:
Name: Gregory Powell
Title: President and Chief Financial
Officer
EXHIBIT D
FORM OF ASSIGNMENT AND ASSUMPTION
Reference is made to the Term Loan Agreement dated as of March 15, 2017 (as
amended, modified, supplemented or restated hereafter, the "Credit Agreement")
by and among (i) Keane Group Holdings, LLC, a Delaware limited liability company
(the "Lead Borrower"), (ii) the other Borrowers party thereto from time to time
(individually, a "Borrower" and, together with the Lead Borrower, the
"Borrowers"), (iii) Keane Group, Inc., a Delaware corporation, as the Parent,
(iv) the others guarantors party thereto, (v) Owl Rock Capital Corporation, as
administrative agent (in such capacity, the "Administrative Agent") for its own
benefit and the benefit of the other Credit Parties referred to therein, (vi)
Owl Rock Capital Corporation, as collateral agent (in such capacity, the
"Collateral Agent") for its own benefit and the benefit of the other Credit
Parties, and (vii) the lenders from time to time party thereto (individually, a
"Lender" and, collectively, the "Lenders"). All capitalized terms used herein
and not otherwise defined shall have the same meaning herein as in the Credit
Agreement.
______________________________ (the "Assignor") and ___________________ (the
"Assignee") agree as follows:
1.
The Assignor hereby sells and assigns to the Assignee, and the Assignee hereby
purchases and assumes from the Assignor, that interest in and to the Assignor's
rights and obligations as a Lender under the Credit Agreement as of the date
hereof (including, without limitation, such interest in each of the Assignor's
outstanding Commitments, if any, and the Term Loans (and related Obligations)
owing to it) specified in Section 1 of Schedule I hereto. After giving effect to
such sale and assignment, the Assignor's and the Assignee's Commitments and the
amount of the Term Loans