FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT

EXHIBIT 4.3

FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT

This FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT, dated as of December 23, 2014 (the “Amendment”), is entered into by and among KGH Intermediate Holdco II, LLC, a Delaware limited liability company (the “Issuer”), KGH Intermediate Holdco I, LLC, a Delaware limited liability company (“Holdings”), each of the other Note Parties party hereto, the undersigned Required Purchasers and U.S. Bank National Association, as agent for the Purchasers (the “Agent”). All capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Note Purchase Agreement (as defined below).

BACKGROUND

A. Reference is made to that certain Note Purchase Agreement dated as of August 8, 2014 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Note Purchase Agreement”), by and among KGH Intermediate Holdco I, LLC, a Delaware limited liability company (“Holdings”), the Issuer, the Subsidiary Guarantors from time to time party thereto, the Purchasers from time to time party thereto and the Agent.

B. The Issuer has advised the Agent and the Purchasers that one or more of the direct or indirect members of KGH intend to fund into KGH, either in the form of debt or equity, an aggregate amount of cash equal to $20,000,000.

C. The Issuer has requested that the Purchasers consent to KGH’s holding of the proceeds of such funding and the incurrence of any obligations related thereto to the extent made as a loan to KGH, and from time to time using such proceeds to issue Qualified Subordinated Indebtedness to the Note Parties and to continue to hold any such Qualified Subordinated Indebtedness as an asset of KGH, and receive payments thereon.

D. The Required Purchasers have consented to Issuer’s request as described above, on the terms and conditions, including certain amendments and modifications to the terms of the Note Purchase Agreement, as more fully set forth herein.

NOW THEREFORE, with the foregoing background hereinafter deemed incorporated by reference herein and made part hereof, the parties hereto, intending to be legally bound, promise and agree as follows:

1. Amendments to Note Purchase Agreement. Effective upon and as of the satisfaction of the conditions set forth in Section 3 hereof,

(a) Transactions with Affiliates. Section 7.10 of the Note Purchase Agreement is hereby amended by renumbering subclause (f) of such Section 7.10 as subclause (g), and inserting and adding a new subclause (f) immediately after the end of subclause (e) to read as follows:

“(f) Qualified Subordinated Indebtedness advanced by and owing to KGH to any one or more Note Parties from time to time, and payment in respect thereof from any one or more Note Parties to KGH in accordance with the terms of the Subordinated Loan Documentation for such Qualified Subordinated Indebtedness

(to the extent such Subordinated Loan Documentation complies with the requirements of clause (c) of the definition of “Permitted Indebtedness”), all as and to the extent permitted by Section 7.8,”

(b) Permitted Activities. Section 7.20(b) of the Note Purchase Agreement is hereby amended by renumbering subclause (A)(viii) as subclause (A)(ix), and inserting and adding a new subclause (A)(viii) immediately after the end of subclause (A)(vii) to read as follows:

“, (viii) (x) the holding of cash or cash equivalents in an aggregate amount not to exceed $20,000,000, plus any accrued interest thereon, funded by one or more of its direct or indirect members as equity and/or Indebtedness; provided, that, to the extent funded as Indebtedness, notwithstanding anything contained in Section 7.7, none of the Note Parties may make any cash distribution to KGH to fund the payment of any principal, interest, fees or other amounts owing in respect of such Indebtedness, and (y) from time to time, the making of any loans to the extent constituting Qualified Subordinated Indebtedness to any Note Party, with such cash or cash equivalents, and the continued holding of such loans as assets of KGH and the receipt from any Note Party of cash payments in respect of any such Qualified Subordinated Indebtedness in accordance with the terms of the Subordinated Loan Documentation for such Qualified Subordinated Indebtedness (to the extent such Subordinated Loan Documentation complies with the requirements of clause (c) of the definition of “Permitted Indebtedness”)”

2. Representations and Warranties. Each of the Note Parties hereby:

(a) reaffirms all representations and warranties made to Agent and Purchasers under the Note Purchase Agreement and each of the other Note Documents, and confirms that such representations and warranties are true and correct in all material respects (except to the extent any such representation or warranty is already qualified as to materiality, Material Adverse Effect or similar language, in which case each such representation or warranty (after giving effect to any qualification therein) is true and correct in all respects) on and as of the date hereof (other than any representation or warranty that expressly relates to an earlier date, in which case each such representation or warranty is true and correct in all material respects as of such earlier date);

(b) reaffirms all of the covenants contained in the Note Purchase Agreement and covenants to abide thereby until all Obligations and other liabilities of Note Parties to Agent and Purchasers, of whatever nature and whenever incurred, are satisfied and/or released by Agent and Purchasers;

(c) represents and warrants that, as of the date hereof, no Default or Event of Default has occurred and is continuing under the Note Purchase Agreement or any of the other Note Documents;

(d) represents and warrants that, as of the date hereof, no event or development has occurred since the Closing Date which has had or is reasonably likely to have a Material Adverse Effect; and

(e) represents and warrants that (i) such Note Party has full power, authority and legal right to enter into this Amendment and all other agreements, instruments or other documents related hereto and to perform all of its respective Obligations under the Note Documents as amended hereby and thereby, (ii) this Amendment and all other agreements, instruments or other documents required hereby, if any, have been duly executed and delivered by each Note Party, and this Amendment and the Note Documents as amended hereby and by any such agreements, instruments or documents required hereby constitute the legal, valid and binding obligation of such Note Party enforceable in accordance with their terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generally, (iii) the execution, delivery and performance of this Amendment and all other agreements, instruments or other documents required hereby, if any, (a) are within such Note Party’s powers under its Organization Documents, have been duly authorized by all necessary corporate, limited partnership, company or other organizational action, as applicable, are not in contravention of law or the terms of such Note Party’s Organization Documents or to the conduct of such Note Party’s business or of any material agreement or undertaking to which such Note Party is a party or by which such Note Party is bound, (b) will not conflict in any material respect with or violate any law or regulation, or any judgment, order or decree of any Governmental Body, (c) will not require the Consent of any Governmental Body, any party to a Material Contract or any other Person, except those Consents set forth on Schedule 5.1 to the Note Purchase Agreement, all of which will have been duly obtained, made or compiled prior to the effective date hereof and which are in full force and effect or the failure of which to obtain would not reasonably be expected to result in a Material Adverse Effect, and (d) will not conflict with, nor result in any breach in any of the provisions of or constitute a default under or result in the creation of any Lien except Permitted Encumbrances upon any asset of such Note Party and its Restricted Subsidiaries under the provisions of any agreement, instrument, Organization Document or other instrument to which such Note Party and its Restricted Subsidiaries are party or by which they or their property is a party or by which they may be bound.

3. Conditions Precedent/Effectiveness Conditions. This Amendment shall become effective upon the satisfaction of the following conditions precedent:

(a) Agent shall have received this Amendment, dated on or about the date hereof, duly authorized, executed and delivered by the Issuer, Holdings, each of the other Note Parties and the Required Purchasers;

(b) Issuer shall have paid or reimbursed the Agent and the Purchasers for their respective reasonable attorneys’ fees and expenses in connection with the preparation, negotiation and execution of this Amendment and the documents provided for herein or related hereto;

(c) All representations, warranties and schedules set forth in or annexed to the Note Purchase Agreement or this Amendment (other than any representation, warranty or schedule that was made as of an earlier date or is only required to be true and correct as of an earlier date, in which case each such representation, warranty or schedule shall be true and correct in all material respects as of such earlier date) shall be true and correct in all material respects on and as of the effective date hereof (except to the extent any such representation, warranty or schedule is already qualified as to materiality, Material Adverse Effect or similar language, in which case each such representation, warranty or schedule (after giving effect to any qualification therein) shall be true and correct in all respects), and no Default or Event of Default shall have occurred and be continuing on the effective date hereof.

4. Reaffirmation of Note Purchase Agreement and Note Documents. Except as modified by the terms hereof, all of the terms and conditions of the Note Purchase Agreement, as amended by this Amendment, and each of the other Note Documents are hereby reaffirmed and shall continue in full force and effect as therein written.

5. Confirmation of Indebtedness and Release. Each Note Party, by its signature below, hereby acknowledges, confirms and agrees that all of the Obligations (whether representing outstanding principal, accrued and unpaid interest, accrued and unpaid fees or any other Obligations of any kind or nature) currently owing by the Issuer under the Note Purchase Agreement and the other Note Documents, as reflected in the books and records of Agent and Purchasers as of the date hereof, are unconditionally owing from and payable by the Issuer, and that the Issuer is indebted to Agent and Purchasers with respect thereto, all without any set-off, deduction, counterclaim or defense. Each Note Party, by its signature below, hereby acknowledges and agrees that it has no actual or potential claim or cause of action against Agent or any Purchaser relating to this Amendment (or any document, agreement or instrument relating hereto), the Note Purchase Agreement or any other Note Document and/or the Obligations arising thereunder or related thereto, in any such case arising on or before the date hereof. As further consideration for the consents and amendments set forth herein, each Note Party, by its signature below, hereby waives and releases and forever discharge Agent and Purchasers, and the officers, directors, attorneys, agents and employees of each, from any liability, damage, claim, loss or expense of any kind originating in whole or in part known to any of the Note Parties on or before the date of this Amendment that any Note Party may now have against Agent or Purchasers or any of them arising out of or relating to the Obligations, this Amendment, the Note Purchase Agreement or the other Note Documents.

6. Required Purchaser Direction. By its execution and delivery of its signature page hereto, each of the undersigned Purchasers is authorizing and directing the Agent to execute this Amendment.

7. Miscellaneous.

(a) No rights are intended to be created hereunder for the benefit of any third party, creditor, or incidental beneficiary.

(b) The headings of any paragraph of this Amendment are for convenience only and shall not be used to interpret any provision hereof.

(c) No modification hereof or any agreement referred to herein shall be binding or enforceable unless in writing and signed on behalf of the party against whom enforcement is sought.

(d) The terms and conditions of this Amendment shall be governed by and construed in accordance with the laws of the State of New York.

(e) This Amendment may be executed in any number of counterparts and by facsimile, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery by facsimile or electronic transmission shall bind the parties hereto.

(f) This Amendment shall constitute a Note Document and the failure to comply with any covenant herein shall be an Event of Default under the Note Purchase Agreement.

[SIGNATURES APPEAR ON THE FOLLOWING PAGE]

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

KGH INTERMEDIATE HOLDCO II, LLC
By:		KGH Intermediate Holdco I, LLC, its Managing Member
By:		Xxxxx Group Holdings, LLC, its Managing Member
By:		/s/ XXXXXXX XXXXXX
		Name:		Xxxxxxx Xxxxxx
		Title:		Vice President and Chief Financial Officer

KGH INTERMEDIATE HOLDCO I, LLC
By:		Xxxxx Group Holdings, LLC, its Managing Member
By:		/s/ XXXXXXX XXXXXX
		Name:		Xxxxxxx Xxxxxx
		Title:		Vice President and Chief Financial Officer

First Amendment to Note Purchase Agreement

XXXXX FRAC, LP
By:		Xxxxx Frac GP, LLC, its General Partner
By:		KGH Intermediate Holdco II, LLC, its Managing Member
By:		KGH Intermediate Holdco I, LLC, its Managing Member
By:		Xxxxx Group Holdings, LLC, its Managing Member
By:		/s/ XXXXXXX XXXXXX
		Name:		Xxxxxxx Xxxxxx
		Title:		Vice President and Chief Financial Officer

XXXXX FRAC GP, LP
By:		KGH Intermediate Holdco II, LLC, its Managing Member
By:		KGH Intermediate Holdco I, LLC, its Managing Member
By:		Xxxxx Group Holdings, LLC, its Managing Member
By:		/s/ XXXXXXX XXXXXX
		Name:		Xxxxxxx Xxxxxx
		Title:		Vice President and Chief Financial Officer

First Amendment to Note Purchase Agreement

KS DRILLING, LLC
By:		KGH Intermediate Holdco II, LLC, its Managing Member
By:		KGH Intermediate Holdco I, LLC, its Managing Member
By:		Xxxxx Group Holdings, LLC, its Managing Member
By:		/s/ XXXXXXX XXXXXX
		Name:		Xxxxxxx Xxxxxx
		Title:		Vice President and Chief Financial Officer

XXXXX FRAC ND, LLC
By:		Xxxxx Frac, LP, its Managing Member
By:		Xxxxx Frac GP, LLC, its General Partner
By:		KGH Intermediate Holdco II, LLC, its Managing Member
By:		KGH Intermediate Holdco I, LLC, its Managing Member
By:		Xxxxx Group Holdings, LLC, its Managing Member
By:		/s/ XXXXXXX XXXXXX
		Name:		Xxxxxxx Xxxxxx
		Title:		Vice President and Chief Financial Officer

First Amendment to Note Purchase Agreement

XXXXX FRAC TX, LLC
By:		Xxxxx Frac, LP, its Managing Member
By:		Xxxxx Frac GP, LLC, its General Partner
By:		KGH Intermediate Holdco II, LLC, its Managing Member
By:		KGH Intermediate Holdco I, LLC, its Managing Member
By:		Xxxxx Group Holdings, LLC, its Managing Member
By:		/s/ XXXXXXX XXXXXX
		Name:		Xxxxxxx Xxxxxx
		Title:		Vice President and Chief Financial Officer

First Amendment to Note Purchase Agreement

PACIFIC INVESTMENT MANAGEMENT COMPANY LLC, as agent for each Purchaser identified on Schedule A to the Note Purchase Agreement.
By:		/s/ T. XXXXXXXXX XXXXXXX
		Name:		T. Xxxxxxxxx Xxxxxxx
		Title:		Managing Director

First Amendment to Note Purchase Agreement

GUGGENHEIM STRATEGIC OPPORTUNITIES FUND By: Guggenheim Partners Investment Management, LLC as Sub-Advisor
By:		/s/ XXXXXXX XXXXXX
		Name:		Xxxxxxx Xxxxxx
		Title:		Attorney-In-Fact

VERGER CAPITAL FUND LLC By: Guggenheim Partners Investment Management, LLC as Sub-Advisor
By:		/s/ XXXXXXX XXXXXX
		Name:		Xxxxxxx Xxxxxx
		Title:		Attorney-In-Fact

GUGGENHEIM CREDIT ALLOCATION FUND By: Guggenheim Partners Investment Management, LLC, as Sub-Adviser
By:		/s/ XXXXXXX XXXXXX
		Name:		Xxxxxxx Xxxxxx
		Title:		Attorney-In-Fact

NZC GUGGENHEIM MASTER FUND LIMITED By: Guggenheim Partners Investment Management, LLC as Investment Manager
By:		/s/ XXXXXXX XXXXXX
		Name:		Xxxxxxx Xxxxxx
		Title:		Attorney-In-Fact

First Amendment to Note Purchase Agreement

GUGGENHEIM FUNDS TRUST – GUGGENHEIM HIGH YIELD FUND By: Security Investors, LLC as Investment Adviser
By:		/s/ XXX X. XXX
		Name:		Xxx X. Xxx
		Title:		Secretary

PRINCIPAL FUND, INC. – GLOBAL DIVERSIFIED INCOME FUND By: Guggenheim Partners Investment Management, LLC as Sub-Adviser
By:		/s/ XXXXXXX XXXXXX
		Name:		Xxxxxxx Xxxxxx
		Title:		Attorney-In-Fact

WESTERN REGIONAL INSURANCE COMPANY, INC. By: Guggenheim Partners Investment Management, LLC as Investment Manager
By:		/s/ XXXXXXX XXXXXX
		Name:		Xxxxxxx Xxxxxx
		Title:		Attorney-In-Fact

GUGGENHEIM VARIABLE FUNDS TRUST – SERIES P (HIGH YIELD SERIES) By: Security Investors, LLC, as Investment Advisor
By:		/s/ XXX X. XXX
		Name:		Xxx X. Xxx
		Title:		Secretary

First Amendment to Note Purchase Agreement

U.S. BANK NATIONAL ASSOCIATION, as Agent
By:		/s/ XXXXX X. XXXXXX
		Name:		Xxxxx X. Xxxxxx
		Title:		Vice President

First Amendment to Note Purchase Agreement