Exhibit 4.3


 


FIRST AMENDMENT TO


 


THIRD AMENDED AND RESTATED EXCHANGE AGREEMENT



 


This AMENDMENT TO THIRD AMENDED AND RESTATED EXCHANGE
AGREEMENT (this “Amendment”) is effective as of September 30, 2019, by and among Atlas Holdings, LLC, a Delaware limited
liability company (“Brookfield”), Oaktree Capital Group, LLC, a Delaware limited liability company (“Oaktree”),
and Oaktree Capital Group Holdings, L.P., a Delaware limited partnership (“OCGH” and, together with Brookfield and
Oaktree, the “Amending Parties”). Capitalized terms used herein without definition shall have the respective meanings
ascribed thereto in the Exchange Agreement (as defined below).


 


WHEREAS, the Amending Parties
are party to that certain Third Amended and Restated Exchange Agreement, dated as of September 30, 2019, by and among the Amending Parties
and the other parties thereto (the “Exchange Agreement”);


 


WHEREAS, pursuant to Section
5.12(a) of the Exchange Agreement, the Exchange Agreement may be amended in writing by agreement of the Amending Parties without the
approval or consent of any other party thereto (other than with respect to any amendment that would adversely affect in any material respect
any OCGH Limited Partner relative to all OCGH Limited Partners collectively as a group); and


 


WHEREAS, the Amending Parties
desire to amend the Exchange Agreement to reflect the understanding and agreement among the parties thereto that the Exchange Consideration
for Exchanges occurring during fiscal year 2020 shall consist solely of cash, which was not reflected in the Exchange Agreement due to
a scrivener’s error.


 


NOW THEREFORE, in consideration
of the foregoing, the Amending Parties agree as follows:


 


1.                 
Effective as of September 30, 2019, the Exchange Agreement is amended as follows:


 


(a) Section 2.1(f)(iii)(C).


 


Section 2.1(f)(iii)(C)
of the Exchange Agreement is hereby amended and replaced in its entirety with the following: “(C) with respect to any Exchanges
occurring in fiscal year 2020, the Exchange Consideration shall consist solely of cash, and with respect to any Exchanges occurring in
fiscal year 2021, the Exchange Consideration shall consist solely of cash, Class A Shares or a combination of the foregoing”.


 


(b) “Base
Fee Earnings”.


 


The phrase “(as
defined in the Oaktree Operating Agreement)” in the definition of Base Fee Earnings of the Exchange Agreement is hereby amended
and replaced in its entirety with the following: “(as defined in the AOH Operating Agreement)”.


 






     


     


    

 


2.                 
 The Amending Parties agree that, except as specifically provided in this Amendment, the Exchange Agreement shall remain in full
force and effect without any other amendments or modifications.


 


3.                 
Sections 5.1, 5.2, 5.7, 5.8, 5.10, 5.11, 5.12, 5.13 and 5.16 of the Exchange Agreement are hereby incorporated into this Amendment
mutatis mutandis.


 


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


 


	OAKTREE CAPITAL GROUP, LLC	 
	 	 
	 	 
	By:	/s/ Richard Ting	 
	Name: Richard Ting	 
	Title: Managing Director, Associate General Counsel and Assistant Secretary	 
	 	 
	By:	/s/ Jeffrey Joseph	 
	Name: Jeffrey Joseph	 
	Title: Managing Director	 
	 	 
	 	 
	ATLAS HOLDINGS, LLC	 
	 	 
	 	 
	By:	/s/ Karly Dyck	 
	Name: Karly Dyck	 
	Title: Secretary	 
	 	 
	 	 
	OAKTREE CAPITAL GROUP HOLDINGS, L.P.	 
	 	 
	By:	Oaktree Capital Group Holdings GP, LLC	 
	Its:	General Partner	 
	 	 
	 	 
	By:	/s/ Richard Ting	 
	Name: Richard Ting	 
	Title: Managing Director, Associate General Counsel and Assistant Secretary	 
	 	 
	By:	 /s/ Jeffrey Joseph	 
	Name: Jeffrey Joseph	 
	Title: Managing Director	 




 


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