Amendment to Amended and Restated Limited Partnership Agreement of KKR International Holdings L.P. dated as of May 3, 2018

This Deed of Amendment (this “Deed”) is made on May 3, 2018 and effective as of the Effective Time (as defined below)

Between:

(1)	KKR Group Holdings L.P., an exempted limited partnership registered in the Cayman Islands whose registered office is at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands, as general partner (the “First General Partner”);

(2)	KKR Fund Holdings GP Limited an exempted company registered in the Cayman Islands whose registered office is at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands, as general partner (the “Second General Partner”);

(3)	KKR Intermediate Partnership L.P., an exempted limited partnership registered in the Cayman Islands whose registered office is at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the “Limited Partner”); and

(4)	KKR Group Holdings Corp., a Delaware corporation (the “New General Partner”).

Whereas:

(A)

The First General Partner and the Second General Partner are the general partners of KKR International Holdings L.P., a Cayman Islands exempted limited partnership (the “Partnership”) constituted under the Exempted Limited Partnership Law (2018 Revision)  (the “ELP Law”) and pursuant to an Amended and Restated Limited Partnership Agreement dated 5 August 2014, between the First General Partner, Second General Partner, KKR Intermediate Partnership L.P. and KKR ILP LLC, as initial limited partner (as amended and/or amended and restated from time to time) (the “Agreement”).

(B)

In connection with an internal reorganization involving the conversion of KKR & Co. L.P., a Delaware limited partnership and a controlling entity of the First General Partner and the Second General Partner, into a Delaware corporation (the “Conversion”), which is currently anticipated to be effective at 12:01 a.m. (Eastern Time) on July 1, 2018, the First General Partner, Second General Partner and Limited Partner wish, pursuant to this Deed, to amend the Agreement pursuant to Section 10.12(a) of the Agreement as set out in Clause 2 below;

(C)

Further in connection with the internal reorganization, the First General Partner wishes to transfer its general partner interest in the Partnership to the New General Partner and withdraw as a general partner of the Partnership pursuant to the Agreement and the New General Partner wishes to be appointed as a general partner of the Partnership (to serve as a general partner of the Partnership alongside the Second General Partner) on the terms of the Agreement pursuant to this Deed; and

(D)	The Limited Partner has consented to the admission of the New General Partner and the withdrawal of the First General Partner.

It is agreed as follows:

1	Interpretation

In this Deed capitalised words and expressions used but not defined shall have the meanings ascribed to them in the Agreement, unless the context otherwise requires.

2

Amendment

With effect from the Effective Time, the Agreement is amended as follows:

2.1	The following amendments to Section 1.01 of the Agreement be and hereby are made:

(a)

The following definitions are hereby inserted in proper alphabetical order:

“Class A Common Stock” means Class A Common Stock, $0.01 par value per share, of KKR & Co. Inc., a Delaware corporation.

“Partnership Representative” has the meaning set forth in Section 5.08.

(b)

The definition of “Exchange Agreement” is hereby amended by adding “, or any successor thereto” after “KKR & Co. L.P., a Delaware limited partnership”.

(c)

The definitions of “Common Units,” “Investment Agreement” and “US Listing” are hereby deleted.

2.2	References in the Agreement to “a Common Unit” or “Common Units” are hereby replaced by references to “a share of Class A Common Stock” or “shares of Class A Common Stock”, as applicable.

2.3	The first five sentences of Section 5.08 of the Agreement are hereby amended and restated in their entirety as follows:

For tax years beginning before December 31, 2017, KKR Group Holdings L.P. or any successor thereto shall be or shall designate the “tax matters partner” within the meaning of Section 6231(a)(7) of the Code (as in effect prior to 2018) (the “Tax Matters Partner”) and, for tax years beginning after December 31, 2017, KKR Group Holdings L.P. or any successor thereto shall be or shall designate the “partnership representative” within the meaning of Section 6223 of the Code (the “Partnership Representative”). The Partnership shall file as a partnership for federal, state, provincial and local income tax purposes, except where otherwise required by Law. All elections required or permitted to be made by the Partnership, and all other tax decisions and determinations relating to federal, state, provincial or local tax matters of the Partnership, shall be made by the Tax Matters Partner or the Partnership Representative, as applicable, in consultation with the Partnership’s attorneys and/or accountants. Tax audits, controversies and litigations shall be conducted under the direction of the Tax Matters Partner or the Partnership Representative, as applicable. The Tax Matters Partner or the Partnership Representative, as applicable, shall keep the other Partners reasonably informed as to any tax actions, examinations or proceedings relating to the Partnership and shall submit to the other Partners, for their review and comment, any settlement or compromise offer with respect to any disputed item of income, gain, loss, deduction or credit of the Partnership.

2.4	The following amendments to Section 11.02 of the Agreement be and hereby are made:

(a)

The following definitions are hereby amended and restated in their entirety as follows:

“Change of Control Event” has the meaning set forth in Section 21.02 of the Issuer Certificate of Incorporation.

“Issuer” means KKR & Co. Inc.

(b)

The following definitions are hereby inserted in proper alphabetical order:

“Issuer Certificate of Incorporation” means the Certificate of Incorporation of the Issuer, dated as of May 3, 2018 and effective as of the Effective Time, as it may be amended or restated from time to time.

“Series A Preferred Stock” means the preferred stock, $0.01 par value per share, of the Issuer that has been designated as Series A Preferred Stock.

(c)

The definition of “Issuer Limited Partnership Agreement” is hereby deleted.

2.5	References in the Agreement to “Issuer Limited Partnership Agreement” are hereby replaced by references to “Issuer Certificate of Incorporation”.

2.6	References to “preferred units” in Section 11.05 of the Agreement are hereby replaced with references to “Series A Preferred Stock”.

2.7	Section 11.06 of the Agreement is hereby amended and restated in its entirety as follows:

SECTION 11.06.

Distribution Rate.

If the dividend rate per annum on the Series A Preferred Stock issued by the Issuer shall increase pursuant to Section 21.06 of the Issuer Certificate of Incorporation, then the Distribution Rate shall increase by the same amount beginning on the same date as set forth in Section 21.06 of the Issuer Certificate of Incorporation.

2.8	References to “Series A Preferred Units” in Section 11.08(c) of the Agreement are hereby replaced with references to “Series A Preferred Stock”.

2.9	The following amendments to Section 12.02 of the Agreement be and hereby are made:

(a)

The following definitions are hereby amended and restated in their entirety as follows:

“Change of Control Event” has the meaning set forth in Section 22.02 of the Issuer Certificate of Incorporation.

“Issuer” means KKR & Co. Inc.

(b)

The following definitions are hereby inserted in proper alphabetical order:

“Issuer Certificate of Incorporation” means the Certificate of Incorporation of the Issuer, dated as of May 3, 2018 and effective as of the Effective Time, as it may be amended or restated from time to time.

“Series B Preferred Stock” means the preferred stock, $0.01 par value per share, of the Issuer that has been designated as Series B Preferred Stock.

(c)

The definition of “Issuer Limited Partnership Agreement” is hereby deleted.

2.10	References to “preferred units” in Section 12.05 of the Agreement are hereby replaced with references to “Series B Preferred Stock”.

2.11	Section 12.06 of the Agreement is hereby amended and restated in its entirety as follows:

SECTION 12.06.

Distribution Rate.

If the dividend rate per annum on the Series B Preferred Stock issued by the Issuer shall increase pursuant to Section 22.06 of the Issuer Certificate of Incorporation, then the Distribution Rate shall increase by the same amount beginning on the same date as set forth in Section 22.06 of the Issuer Certificate of Incorporation.

2.12	References to “Series B Preferred Units” in Section 12.08(c) of the Agreement are hereby replaced with references to “Series B Preferred Stock”.

3	Substitution of First General Partner for New General Partner

3.1	Representation of First General Partner

The First General Partner represents and warrants that, at the date of this Deed, it has made the New General Partner aware of all outstanding liabilities of the Partnership.

3.2	Representations of New General Partner

The New General Partner hereby represents and warrants that:

(a)

it has the power to execute and deliver this Deed and to perform its obligations under this Deed and the Agreement;

(b)

it has taken all necessary action to authorise its execution and delivery of this Deed and to perform its obligations under this Deed and the Agreement;

(c)

its execution and delivery of this Deed and the performance of its obligations under this Deed and the Agreement will not violate any provision of law or regulation applicable to it, its constitutional documents, any order of any court or other agency, or instrument of government, or any agreement to which it is a party or by which it or any of its property is bound;

(d)

all authorisations of, exemptions by or filings with any governmental or other authority (if any) required to be obtained or made by it in the Cayman Islands with respect to this Deed have been obtained or made and are valid and subsisting and it will maintain the same in full force and effect and will use all reasonable efforts to obtain or make any that may become necessary after the date of this Deed; and

(e)

it is not:

(i)

in bankruptcy;

(ii)

subject to the commencement of liquidation proceedings;

(iii)

insolvent; or

(iv)

in dissolution.

3.3	The Appointment of the New General Partner and the Withdrawal of the First General Partner

(a)

The First General Partner and Second General Partner hereby appoint the New General Partner as a general partner of the Partnership in substitution for the First General Partner and the New General Partner hereby accepts such appointment with effect from the Effective Time, subject to the First General Partner and Second General Partner filing a notice (the “section 10 Notice”) in respect of such substitution with the Registrar of Exempted Limited Partnerships of the Cayman Islands pursuant to section 10 of the ELP Law.

(b)

The First General Partner hereby withdraws as the general partner immediately after the appointment of the New General Partner.

(c)

The New General Partner hereby agrees for the benefit of the parties to this Deed and all limited partners from time to time to be bound by the terms of the Agreement as if it was an original party thereto and shall assume all the obligations as general partner under the Agreement and the ELP Law, in each case, with effect from the Effective Time.

3.4	Liabilities of the First General Partner and the New General Partner

(a)

From the Effective Time the First General Partner shall not be liable for any debts, obligations or liabilities of the Partnership or as a general partner under the Agreement and is released from all future obligations and liabilities under the Agreement.

(b)

The First General Partner (together with the Second General Partner) shall file or procure the filing of the section 10 Notice with the Registrar of Exempted Limited Partnerships in the Cayman Islands at the appropriate time, in order that the appointment of the New General Partner and the withdrawal of the First General Partner shall take effect at the Effective Time, and the New General Partner will give such assistance with regard to the filing of such a notice as the First General Partner and Second General Partner may require.

(c)

The New General Partner agrees that it shall be liable as a general partner for any debts, obligations and liabilities which the First General Partner has or may have incurred or for which it is or becomes liable arising out of events occurring prior to the Effective Time unless such debts, obligations and liabilities arise as a result of the breach by the First General Partner of the Agreement, or the wilful misconduct or actual fraud of the First General Partner or its Affiliates.

(d)

The New General Partner hereby agrees that it shall, upon the request of the First General Partner, enter into all necessary documentation and give all reasonable assistance to the First General Partner to novate any debts, obligations or liabilities, contractual or otherwise, which may be necessary or desirable to enable the New General Partner to assume all such debts, obligations and liabilities of the First General Partner.

3.5	Property of the Partnership

(a)

The First General Partner with effect from the Effective Time transfers all its right, title and interest in all and any assets, rights or property which it holds upon trust for and on behalf of the Partnership in its capacity as a general partner to the New General Partner to hold on trust on behalf of the Partnership as the substitute general partner.

(b)

The parties hereto acknowledge that, as a matter of Cayman Islands law, all Partnership property shall vest without the requirement for further actions or formalities in the New General Partner (together with the Second General Partner).  To the extent that any part of the Partnership property is not immediately capable of transfer in any jurisdiction outside the Cayman Islands, the First General Partner shall use reasonable endeavours to transfer the Partnership property to the New General Partner as soon as practicable with effect from the Effective Time.

(c)

With effect from the Effective Time and pending the formal transfer of any Partnership property not immediately capable of transfer by this Deed, the First General Partner shall immediately stand possessed of the right, title and interest in all and any Partnership property for the New General Partner so that the Partnership property shall continue to be held upon the trusts by the New General Partner, as a general partner, alongside the Second General Partner, under the Agreement.

(d)

The First General Partner shall execute and deliver upon demand such further deeds, agreements or instruments to transfer the title to and property in the Partnership property into the name of the New General Partner (and the Second General Partner) and do all such other things as may be requested by the New General Partner (or the Second General Partner) to give effect to the transfer of the Partnership property.

(e)

The First General Partner shall deliver to the New General Partner all books, records, documents, and instruments relating to the conduct of the business of the Partnership.

3.6

Costs

The First General Partner or its Affiliates shall pay all the costs and expenses, including any stamp duties payable in respect of this Deed, arising out of the substitution of the general partner pursuant to the terms of this Deed.

4	Severability

If any provision of this Deed is or becomes invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be affected thereby.

5

Agreement

Save as amended by this Deed, the Agreement shall continue in full force and effect, and is otherwise unamended.

6	Law and Jurisdiction

6.1	This Deed and any dispute, claim, suit, action or proceeding of whatever nature arising out of or in any way related to it or its formation (including any non-contractual disputes or claims) are governed by, and shall be construed in accordance with, the laws of the Cayman Islands.

6.2

Each of the parties to this Deed irrevocably agrees that the courts of the Cayman Islands shall have non-exclusive jurisdiction to hear and determine any claim, suit, action or proceeding, and to settle any disputes, which may arise out of or are in any way related to or in connection with this Deed, and, for such purposes, irrevocably submits to the non-exclusive jurisdiction of such courts.

7	Effective Time

This Deed shall be effective, and the provisions hereof shall become operative, upon the effectiveness of the Conversion (the “Effective Time”).

In witness whereof this Deed has been duly executed and delivered by the undersigned on the date first set out above.

 

EXECUTED as a DEED by	)
KKR Group Holdings L.P., as general	)
partner
By: KKR Group Limited, its general
partner
By:	)
	)	/s/ William J. Janetschek
	)	Name:	William J. Janetschek
		Title:	Director
in the presence of:	)	/s/ Rosa Durso
	)	Name:	Rosa Durso
EXECUTED as a DEED by	)
KKR Fund Holdings GP Limited, as	)
general partner
By:	)	/s/ William J. Janetschek
	)	Name:	William J. Janetschek
	)	Title:	Director
in the presence of:	)	/s/ Rosa Durso
	)	Name:	Rosa Durso