EX-4.3



 Exhibit 4.3 
 SECOND AMENDMENT TO CREDIT AGREEMENT 
 THIS SECOND AMENDMENT TO CREDIT AGREEMENT
(herein called this “Amendment”) is made as of December 18, 2012 by and among Chesapeake Oilfield Operating, L.L.C., an Oklahoma limited liability company (the “Borrower”), Bank of America, N.A., as
Administrative Agent (in such capacity, the “Administrative Agent”), Swing Line Lender and an L/C Issuer, and the Lenders. 
 W I T N E S S E T H: 
 WHEREAS, the Borrower, the Administrative Agent, the Swing
Line Lender, the L/C Issuers and the Lenders are party to that certain Credit Agreement dated as of November 3, 2011 (as amended, supplemented or modified from time to time prior to the date of this Amendment, the “Existing
Agreement”), whereby the L/C Issuers became obligated to issue Letters of Credit for the account of the Borrower and the Lenders became obligated to make loans to the Borrower as therein provided; and 

WHEREAS, the Borrower, the Administrative Agent, the Swing Line Lender, the L/C Issuers and the Lenders desire to amend the Existing
Agreement as set forth herein; 
 NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements
contained herein and in the Existing Agreement, in consideration of the loans and other credit which may hereafter be made by the Swing Line Lender, the Lenders and the L/C Issuers to the Borrower, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows: 
 ARTICLE I.

 DEFINITIONS AND REFERENCES 
 Section 1.1. Terms Defined in the Existing Agreement. Unless the context otherwise requires or unless otherwise expressly defined herein, the terms defined in the Existing Agreement shall have
the same meanings whenever used in this Amendment. 
 Section 1.2. Other Defined Terms. Unless the context otherwise
requires, the following terms when used in this Amendment shall have the meanings assigned to them in this Section 1.2. 
 “Amendment” means this Second Amendment to Credit Agreement. 
 “Credit Agreement” means the Existing Agreement as amended hereby. 

  

					
		  		  	[SECOND AMENDMENT TO CREDIT AGREEMENT]









 ARTICLE II. 
 AMENDMENTS TO EXISTING AGREEMENT AND LIMITED WAIVER 
 Section 2.1.
Definitions. 
 (a) The definition of “Tax Allocation Agreement” in Section 1.01 of the Existing Agreement
is hereby deleted in its entirety. 
 (b) The following definition is hereby added to Section 1.01 of the Existing
Agreement in appropriate alphabetical order to read as follows: 
 “Tax Sharing Agreement” means that certain
Tax Sharing Agreement dated as of December 31, 2012 by and among Chesapeake Energy and the Subsidiaries (as defined therein), as amended, supplemented or modified from time to time. 

Section 2.2. Tax Sharing Agreement. Each reference to “Tax Allocation Agreement” in the Existing Agreement
(including, without limitation, each reference in Sections 1.01, 5.11, 7.06 and 7.08 of the Existing Agreement) is hereby deleted and replaced with “Tax Sharing Agreement”. 

Section 2.3. Investments. The last sentence of Section 7.03 of the Existing Agreement is hereby amended to add the
phrase “if the Investment is in an Unrestricted Subsidiary,” directly after “(iii)”. 
 ARTICLE III.

 CONDITIONS OF EFFECTIVENESS 
 Section 3.1. Amendment Effective Date. This Amendment shall become effective as of the date first above written when and only when: 

(a) Administrative Agent shall have received all of the following, duly executed and delivered and in form, substance and date
satisfactory to Administrative Agent: 
 (i) the Amendment executed by the Borrower, Administrative Agent and
Required Lenders; 
 (ii) a duly executed Consent and Agreement from each Subsidiary Guarantor in the form
attached hereto; 
 (iii) such other supporting documents as Administrative Agent may reasonably request.

 (b) The Borrower shall have paid all other fees and reimbursements to be paid to Administrative Agent pursuant to this
Amendment or any other Loan Document, or otherwise due Administrative Agent and including invoiced fees and disbursements of Administrative Agent’s attorneys. 

  

					
		  	2	  	[SECOND AMENDMENT TO CREDIT AGREEMENT]









 ARTICLE IV. 
 REPRESENTATIONS AND WARRANTIES 
 Section 4.1. Representations and
Warranties. In order to induce each Lender to enter into this Amendment, the Borrower represents and warrants to each Lender that: 
 (a) The representations and warranties contained in Article V of the Credit Agreement are true and correct at and as of the time of the effectiveness hereof, except to the extent (i) that the
facts on which such representations and warranties are based have been changed by the extension of credit under the Credit Agreement, and (ii) such representations and warranties specifically refer to an earlier date, in which case they are
true and correct as of such earlier date. 
 (b) The Borrower is duly authorized to execute and deliver this Amendment and the
Borrower is and will continue to be duly authorized to borrow monies and to perform its obligations under the Credit Agreement. The Borrower has duly taken all limited liability company action necessary to authorize the execution and delivery of
this Amendment and to authorize the performance of the obligations of the Borrower hereunder. 
 (c) When duly executed and
delivered, each of this Amendment and the Credit Agreement will be a legal and binding obligation of the Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or similar laws of general application relating
to the enforcement of creditors’ rights and by equitable principles of general application. 
 ARTICLE V. 

MISCELLANEOUS 
 Section 5.1. Ratification of Agreements. The Existing Agreement as hereby amended is hereby ratified and confirmed in all respects. Any reference to the Credit Agreement in any Loan Document
shall be deemed to be a reference to the Existing Agreement as hereby amended. The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein or therein, operate as a waiver of any right, power or remedy
of the Administrative Agent or the Lenders under the Credit Agreement, or any other Loan Document nor constitute a waiver of any provision of the Credit Agreement, or any other Loan Document. 

Section 5.2. Survival of Agreements. All representations, warranties, covenants and agreements of any Loan Party herein shall
survive the execution and delivery of this Amendment and the performance hereof, and shall further survive until all of the Obligations are paid in full. 
 Section 5.3. Loan Documents. This Amendment is a Loan Document, and all provisions in the Credit Agreement pertaining to Loan Documents apply hereto and thereto. 

  

					
		  	3	  	[SECOND AMENDMENT TO CREDIT AGREEMENT]









 Section 5.4. Governing Law. This Amendment shall be governed by and construed in
accordance with the Laws applicable to the Credit Agreement. 
 Section 5.5. Counterparts; Fax. This Amendment may
be separately executed in counterparts and by the different parties hereto in separate counterparts, each of which when so executed shall be deemed to constitute one and the same Amendment. This Amendment may be validly executed by facsimile or
other electronic transmission. 
 THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE
PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS OF THE PARTIES. 

[THE REMAINDER OF THIS PAGE HAS
BEEN INTENTIONALLY LEFT BLANK.] 

  

					
		  	4	  	[SECOND AMENDMENT TO CREDIT AGREEMENT]









 IN WITNESS WHEREOF, this Amendment is executed as of the date first above written.

  

			
	CHESAPEAKE OILFIELD OPERATING, L.L.C.
		
	By:	 	/s/ Jennifer M. Grigsby
		 	 Jennifer M. Grigsby
 Senior
Vice President, Treasurer and Corporate Secretary




  

					
	[SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT
AGREEMENT]









 
			
	BANK OF AMERICA, N.A., as Administrative Agent
		
	By:	 	/s/ DeWayne D. Rosse
	Name:	 	DeWayne D. Rosse
	Title:	 	Agency Management Officer



  

					
	[SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT
AGREEMENT]









 
			
	BANK OF AMERICA, N.A., as a Lender, an L/C Issuer and Swing Line Lender
		
	By:	 	/s/ Ronald E. McKaig
	Name:	 	Ronald E. McKaig
	Title:	 	Managing Director



  

[SIGNATURE PAGE TO SECOND AMENDMENT TO
CREDIT AGREEMENT] 








 
			
	CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as a Lender and an L/C Issuer
		
	By:	 	/s/ David Gurghigian
	Name:	 	David Gurghigian
	Title:	 	Managing Director
		
	By:	 	/s/ Sharada Manne
	Name:	 	Sharada Manne
	Title:	 	Managing Director



  

[SIGNATURE PAGE TO SECOND AMENDMENT TO
CREDIT AGREEMENT] 








 
			
	CITIBANK, N.A., as a Lender
		
	By:	 	/s/ Michael Zeller
	Name:	 	Michael Zeller
	Title:	 	Vice President



  

[SIGNATURE PAGE TO SECOND AMENDMENT TO
CREDIT AGREEMENT] 








 
			
	SUNTRUST BANK, as a Lender
		
	By:	 	/s/ Yann Pirio
	Name:	 	Yann Pirio
	Title:	 	Director



  

[SIGNATURE PAGE TO SECOND AMENDMENT TO
CREDIT AGREEMENT] 








 
			
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender
		
	By:	 	/s/ Courtney Kubesch
	Name:	 	Courtney Kubesch
	Title:	 	Vice President



  

[SIGNATURE PAGE TO SECOND AMENDMENT TO
CREDIT AGREEMENT] 








 
			
	BARCLAYS BANK PLC, as a Lender
		
	By:	 	/s/ Sreedhar R. Kona
	Name:	 	Sreedhar R. Kona
	Title:	 	Assistant Vice President



  

[SIGNATURE PAGE TO SECOND AMENDMENT TO
CREDIT AGREEMENT] 








 
			
	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Lender
		
	By:	 	/s/ Christopher Reo Day
	Name:	 	Christopher Reo Day
	Title:	 	Vice President
		
	By:	 	/s/ Michael Spaight
	Name:	 	Michael Spaight
	Title:	 	Associate



  

[SIGNATURE PAGE TO SECOND AMENDMENT TO
CREDIT AGREEMENT] 








 
			
	DEUTSCHE BANK TRUST COMPANY AMERICAS, as a Lender
		
	By:	 	/s/ Marcus M. Tarkington
	Name:	 	Marcus M. Tarkington
	Title:	 	Director
		
	By:	 	/s/ Michael Getz
	Name:	 	Michael Getz
	Title:	 	Vice President



  

[SIGNATURE PAGE TO SECOND AMENDMENT TO
CREDIT AGREEMENT] 








 
			
	GOLDMAN SACHS BANK USA, as a Lender
		
	By:	 	/s/ Michelle Latzoni
	Name:	 	Michelle Latzoni
	Title:	 	Authorized Signatory



  

[SIGNATURE PAGE TO SECOND AMENDMENT TO
CREDIT AGREEMENT] 








 
			
	CAPITAL ONE, N.A., as a Lender
		
	By:	 	/s/ Keith Morton
	Name:	 	Keith Morton
	Title:	 	Vice President



  

[SIGNATURE PAGE TO SECOND AMENDMENT TO
CREDIT AGREEMENT] 








 
			
	MORGAN STANLEY SENIOR FUNDING, INC., as a Lender
		
	By:	 	/s/ Dmitriy Barskiy
	Name:	 	Dmitriy Barskiy
	Title:	 	Vice President



  

[SIGNATURE PAGE TO SECOND AMENDMENT TO
CREDIT AGREEMENT] 








 
			
	ROYAL BANK OF CANADA, as a Lender
		
	By:	 	/s/ Jay Sartain
	Name:	 	Jay Sartain
	Title:	 	Authorized Signatory



  

[SIGNATURE PAGE TO SECOND AMENDMENT TO
CREDIT AGREEMENT] 








 
			
	UBS LOAN FINANCE, LLC, as a Lender
		
	By:	 	/s/ Lana Gifas
	Name:	 	Lana Gifas
	Title:	 	Director
		
	By:	 	/s/ Joselin Fernandes
	Name:	 	Joselin Fernandes
	Title:	 	Associate Director



  

[SIGNATURE PAGE TO SECOND AMENDMENT TO
CREDIT AGREEMENT] 








 
			
	COMERICA BANK, as a Lender
		
	By:	 	/s/ Gary Culbertson
	Name:	 	Gary Culbertson
	Title:	 	Vice President



  

[SIGNATURE PAGE TO SECOND AMENDMENT TO
CREDIT AGREEMENT] 








 
			
	EXPORT DEVELOPMENT CANADA, as a Lender
		
	By:	 	/s/ Richard Leong
	Name:	 	Richard Leong
	Title:	 	Asset Manager



  

[SIGNATURE PAGE TO SECOND AMENDMENT TO
CREDIT AGREEMENT] 








 
			
	THE ROYAL BANK OF SCOTLAND PLC, as a Lender
		
	By:	 	/s/ Sanjay Remond
	Name:	 	Sanjay Remond
	Title:	 	Authorized Signatory



  

[SIGNATURE PAGE TO SECOND AMENDMENT TO
CREDIT AGREEMENT] 








 
			
	ONE WEST BANK, FSB, as a Lender
		
	By:	 	/s/ Sean Murphy
	Name:	 	Sean Murphy
	Title:	 	Executive Vice President



  

[SIGNATURE PAGE TO SECOND AMENDMENT TO
CREDIT AGREEMENT] 








 CONSENT AND AGREEMENT 

Each of the undersigned hereby (i) consents to the provisions of this Amendment and the transactions contemplated herein,
(ii) ratifies and confirms the Guaranty dated as of November 3, 2011 made by it for the benefit of Administrative Agent and Lenders executed pursuant to the Credit Agreement and the other Loan Documents, (iii) agrees that all of its
respective obligations and covenants thereunder shall remain unimpaired by the execution and delivery of this Amendment and the other documents and instruments executed in connection herewith and (iv) agrees that such Guaranty and such other
Loan Documents shall remain in full force and effect. 
  

			
	 COMPASS MANUFACTURING, L.L.C.
 GREAT PLAINS OILFIELD RENTAL, L.L.C.
 HODGES TRUCKING COMPANY, L.L.C.

KEYSTONE ROCK & EXCAVATION, L.L.C.
 MID-STATES OILFIELD SUPPLY LLC f/k/a MID-STATES OILFIELD MACHINE LLC
 NOMAC DRILLING,
L.L.C.
 NOMAC SERVICES, L.L.C.

OILFIELD TRUCKING SOLUTIONS, L.L.C.
 PERFORMANCE
TECHNOLOGIES, L.L.C.
 PTL PROP SOLUTIONS, L.L.C.
 THUNDER OILFIELD SERVICES, L.L.C.

		
	By:	 	/s/ Jennifer M. Grigsby
		 	 Jennifer M. Grigsby
 Senior
Vice President, Treasurer and Corporate Secretary




  

[CONSENT AND AGREEMENT TO SECOND AMENDMENT