Amendment to Tax Receivable Agreement, dated as of May 3, 2018, among KKR Holdings L.P., KKR Management Holdings Corp., KKR & Co. L.P., KKR Management Holdings L.P. and KKR Group Holdings Corp

Amendment to Section 1.01 of the Agreement.

The definition of “Change of Control” is hereby amended and restated in its entirety as follows:

The following definitions are hereby added in proper alphabetical order:

The definition of “Exchange Agreement” is hereby amended and restated in its entirety as follows:

The definitions of “Common Units” and “Managing Partner” are hereby deleted.

Reference to “the board of directors of the Managing Partner” in the definition of “Market Value” is hereby amended and replaced by reference to “the Board of Directors of Parent”.

The definition of “Parent” is hereby amended and restated in its entirety as follows:

Amendment to Section 3.01(b) of the Agreement.

Section 3.01(b) is hereby amended by adding the following after the last sentence thereof: “In addition, with respect to any Exchange that occurs on or after the Effective Time and within the five (5) year period ending on the fifth anniversary of the Effective Time, other than Exchanges of Group Partnership Interests following the death of an individual that held a direct or indirect interest (or whose affiliated estate planning vehicles held a direct or indirect interest) in such Group Partnership Interests, all Net Tax Benefits attributable to such Exchange and all Tax Benefit Payments payable with respect to such Exchange shall be calculated using a U.S. federal corporate income tax rate equal to the lower of (x) 21.0%, but only if the maximum U.S. federal corporate income tax rate is increased to a rate higher than 21.0% with effectiveness within the five (5) year period ending on the fifth anniversary of the Effective Time, and (y) the actual U.S. federal corporate income tax rate applicable to the Corporate Holdco for the relevant tax periods.”

Amendment to Section 7.01 of the Agreement.

Reference to “KKR & Co. L.P.” is hereby amended and replaced by reference to “KKR & Co. Inc.”.

Amendment to Section 7.06(a)(i) of the Agreement.

Section 7.06(a)(i) of the Agreement is hereby amended and restated in its entirety as follows:

Amendment to Section 7.11 of the Agreement.

Reference to “The Parent Group Partnership” is hereby amended and replaced by reference to “Parent”.

Section 7.11(b) of the Agreement is hereby amended by adding the following after the last sentence thereof:  “The determination of the amount of Tax Benefit Payments that a Corporate Holdco would have been required to make had it been treated as a Corporate Holdco on the date of a prior Exchange under this Section 7.11(b) shall be made taking into account whether the applicable Group Partnership had an election in effect under Section 754 of the Code (a “Section 754 election”) for the taxable year in which the prior Exchange occurred; provided that, for this purpose, if the applicable Group Partnership makes a Section 754 election in connection with the applicable entity becoming a Corporate Holdco as described in this Section 7.11(b), such Group Partnership shall be deemed not to have a Section 754 election in effect until after the date on which the applicable entity becomes a Corporate Holdco.”

Effective Time.  This Amendment shall be effective, and the provisions hereof shall become operative, at 12:01 a.m. on July 1, 2018 (the “Effective Time”) and no party shall be required to commence performance hereunder until the Effective Time.

Miscellaneous.  Sections 7.01 through 7.08, 7.13, 7.15 and 7.18 of the Agreement shall apply to this Amendment, mutatis mutandis.  No amendment to the Agreement shall be required to the extent any entity becomes a successor of any of the parties thereto.