Exhibit 10.3


 





 


 


FORM OF


 


REGISTRATION RIGHTS
AGREEMENT


 


OF


 


KKR & CO. L.P.


 


 


Dated as of                       , 20   


 




 





 

















 


Table of Contents


 


	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE I DEFINITIONS AND OTHER MATTERS

  	
  1

  
	
   

  	
   

  	
   

  
	
  Section 1.1

  	
  Definitions

  	
  1

  
	
  Section 1.2

  	
  Construction

  	
  4

  
	
   

  	
   

  	
   

  
	
  ARTICLE II REGISTRATION RIGHTS

  	
  5

  
	
   

  	
   

  	
   

  
	
  Section 2.1

  	
  Exchange
  Registration

  	
  5

  
	
  Section 2.2

  	
  Demand
  Registration

  	
  5

  
	
  Section 2.3

  	
  Piggyback
  Registration

  	
  6

  
	
  Section 2.4

  	
  Lock-Up
  Agreements

  	
  8

  
	
  Section 2.5

  	
  Registration
  Procedures

  	
  8

  
	
  Section 2.6

  	
  Indemnification
  by the Partnership

  	
  11

  
	
  Section 2.7

  	
  Indemnification
  by Registering Covered Persons

  	
  12

  
	
  Section 2.8

  	
  Conduct
  of Indemnification Proceedings

  	
  12

  
	
  Section 2.9

  	
  Contribution

  	
  13

  
	
  Section 2.10

  	
  Participation
  in Public Offering

  	
  14

  
	
  Section 2.11

  	
  Other
  Indemnification

  	
  14

  
	
  Section 2.12

  	
  Cooperation
  by the Partnership

  	
  14

  
	
  Section 2.13

  	
  Parties
  in Interest

  	
  14

  
	
  Section 2.14

  	
  Acknowledgement
  Regarding the Partnership

  	
  14

  
	
  Section 2.15

  	
  Mergers,
  Recapitalizations, Exchanges or Other Transactions Affecting Registrable
  Securities

  	
  14

  
	
   

  	
   

  	
   

  
	
  ARTICLE III MISCELLANEOUS

  	
  15

  
	
   

  	
   

  	
   

  
	
  Section 3.1

  	
  Term
  of the Agreement; Termination of Certain Provisions

  	
  15

  
	
  Section 3.2

  	
  Amendments;
  Waiver

  	
  15

  
	
  Section 3.3

  	
  Governing
  Law

  	
  15

  
	
  Section 3.4

  	
  Submission
  to Jurisdiction; Waiver of Jury Trial

  	
  15

  
	
  Section 3.5

  	
  Notices

  	
  17

  
	
  Section 3.6

  	
  Severability

  	
  17

  
	
  Section 3.7

  	
  Specific
  Performance

  	
  17

  
	
  Section 3.8

  	
  Assignment;
  Successors

  	
  17

  
	
  Section 3.9

  	
  No
  Third-Party Rights

  	
  18

  
	
  Section 3.10

  	
  Section Headings

  	
  18

  
	
  Section 3.11

  	
  Execution in Counterparts

  	
  18

  
					



 


Appendix A          Covered Person
Questionnaire


 


i

















 


REGISTRATION RIGHTS AGREEMENT


 


This REGISTRATION RIGHTS AGREEMENT (this “Agreement”),
is made and entered into as of                       ,
20    , by and among KKR & Co. L.P., a Delaware
limited partnership (the “Partnership”), KKR Holdings L.P., a Cayman
limited partnership (“KKR Holdings”), and any Covered Person (defined
below) from time to time party hereto.


 


WHEREAS, KKR Holdings is a holder of Group
Partnership Units (defined below), which, subject to certain restrictions and
requirements, are exchangeable at the option of the holder thereof for the
Partnership’s common units representing limited partner interests (the “Common
Units”); and


 


WHEREAS, the Partnership desires to provide KKR
Holdings and Permitted Transferees with registration rights with respect to
Common Units underlying their Group Partnership Units and any other Common
Units they may otherwise hold from time to time.


 


NOW, THEREFORE, in consideration of the premises and
of the mutual agreements, covenants and provisions herein contained, the
parties hereto agree as follows:


 


ARTICLE I


 


DEFINITIONS AND OTHER MATTERS


 


Section 1.1            Definitions. 
Capitalized terms used in this Agreement without other definition shall,
unless expressly stated otherwise, have the meanings specified in this Section 1.1:


 


“Agreement” has the meaning ascribed to such
term in the Recitals and includes any amendments thereto.


 


“Beneficial owner” has the meaning set forth
in Rule 13d-3 under the Exchange Act.


 


“Board” means the Board of Directors of the
Managing Partner.


 


“Common Units” has the meaning ascribed to
such term in the Recitals and includes any successor security thereto.


 


“Covered Group Partnership Units” means, with
respect to a Covered Person, such Covered Person’s Group Partnership Units.


 


“Covered Person” means KKR Holdings, any
subsidiaries through which KKR Holdings may from time to time hold Group
Partnership Units, and any Permitted Transferee, provided that any such
Permitted Transferee agrees in writing to be bound by the terms of this
Agreement in accordance with Section 3.1(c).


 


“Demand Notice” has the meaning ascribed to
such term in Section 2.2(a).


 

















 


“Demand Registration” has the meaning
ascribed to such term in Section 2.2(a).


 


“Exchange Act” means the U.S. Securities
Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder.


 


“Exchange Agreement” means one or more
exchange agreements providing for the exchange of Group Partnership Units or
other securities issued by members of the Group Partnership Group for Common
Units, as contemplated by the Registration Statement.


 


“Exchange Registration” has the meaning
ascribed to such term in Section 2.1(a).


 


“FINRA” means the Financial Industry
Regulatory Authority.


 


“Governmental Authority” means any national,
local or foreign (including U.S. federal, state or local) or supranational
(including European Union) governmental, judicial, administrative or regulatory
(including self-regulatory) agency, commission, department, board, bureau,
entity or authority of competent jurisdiction.


 


“Group
Partnership I” means KKR Management Holdings L.P., a Delaware limited
partnership, and any successor thereto.


 


“Group
Partnership II” means KKR Fund Holdings L.P., a Cayman limited partnership,
and any successor thereto.


 


“Group Partnership Agreements” means,
collectively, the Amended and Restated Limited Partnership Agreement of Group
Partnership I and the Amended and Restated Limited Partnership Agreement of
Group Partnership II (and the partnership agreement then in effect of any
future partnership designated as a Group Partnership), as they may each be
amended, supplemented or restated from time to time.


 


“Group Partnership Group” means,
collectively, the Group Partnerships and their respective subsidiaries.


 


“Group Partnership Unit” means, collectively,
one partnership unit in each of Group Partnership I and Group Partnership II
(and any future partnership designated as a Group Partnership) issued under its
respective Group Partnership Agreement.


 


“Group Partnerships” means, collectively,
Group Partnership I and Group Partnership II (and any future partnership
designated as a Group Partnership).


 


“Indemnified Parties”
has the meaning ascribed to such term in Section 2.6.


 


“Initial Registration”
means the Common Units registered pursuant to the U.S. Listing Registration
Statement and the Primary Offering Registration Statement.


 


“KKR Holdings” has the meaning ascribed to
such term in the Recitals and any successor thereto.


 


2

















 


“Law” means any
statute, law, ordinance, regulation, rule, code, executive order, injunction,
judgment, decree or other order issued or promulgated by any Governmental
Authority with jurisdiction over the Partnership or any Covered Person, as the
case may be.


 


“Managing Partner” means KKR Management LLC,
a Delaware limited liability company, and any successor or other person that is
admitted to the Partnership as general partner of the Partnership, each in its
capacity as a general partner of the Partnership (except as the context
otherwise requires).


 


“Partnership” has the meaning ascribed to
such term in the Recitals and includes its successors.


 


“Permitted Transferee” means any transferee
of a Group Partnership Unit after the date hereof the transfer of which was
authorized by KKR Holdings and permitted by the Group Partnership Agreements.


 


“Primary Offering Registration Statement”
means the Partnership’s registration statement on Form S-1 (File No. 333-166687)
with regard to an underwritten public offering of Common Units.


 


“Public Offering” means an underwritten
public offering pursuant to an effective registration statement under the
Securities Act, other than pursuant to a registration statement on Form S-4
or Form S-8 or any similar or successor form.


 


“Registering Covered Person” has the meaning
ascribed to such term in Section 2.5(a).


 


“Registrable Securities” means Common Units
that may be delivered in exchange for Group Partnership Units or otherwise held
by Covered Persons from time to time. For purposes of this Agreement,
Registrable Securities shall cease to be Registrable Securities when (i) a
Registration Statement covering resales of such Registrable Securities has been
declared effective under the Securities Act by the SEC and such Registrable
Securities have been disposed of pursuant to such effective Registration
Statement, (ii) such Registrable Securities of a Covered Person are
eligible to be sold by such Covered Person pursuant to Rule 144 (or any
successor provision then in effect) under the Securities Act or (iii) such
Registrable Securities cease to be outstanding (or issuable upon exchange).


 


“Registration Expenses” means any and all
expenses incident to the performance of or compliance with any registration or
marketing of securities, including all (i) SEC and securities exchange
registration and filing fees, and all other fees and expenses payable in
connection with the listing of securities on any securities exchange or automated
interdealer quotation system, (ii) fees and expenses of compliance with
any securities or “blue sky” laws (including reasonable fees and disbursements
of counsel in connection with “blue sky” qualifications of the securities
registered), (iii) expenses in connection with the preparation, printing,
mailing and delivery of any registration statements, prospectuses and other
documents in connection therewith and any amendments or supplements thereto, (iv) security
engraving and printing expenses, (v) internal expenses of the Managing
Partner, the Partnership and the Group Partnership Group (including, without
limitation, all salaries and expenses of the officers and 


 


3

















 


employees of the Managing
Partner, the Partnership or the Group Partnership Group performing legal or
accounting duties), (vi) reasonable fees and disbursements of counsel for
the Managing Partner, the Partnership or the Group Partnership Group and
customary fees and expenses for independent certified public accountants
retained by the Managing Partner, the Partnership or the Group Partnership
Group (including the expenses relating to any comfort letters or costs
associated with the delivery by independent certified public accountants of any
comfort letters requested pursuant to Section 2.5(i)), (vii) reasonable
fees and expenses of any special experts retained by the Managing Partner, the
Partnership or the Group Partnership Group in connection with such
registration, (viii) reasonable fees, out-of-pocket costs and expenses of
the Covered Persons, including one counsel selected by KKR Holdings for all of
the Covered Persons participating in the offering, (ix) fees and expenses
in connection with any review by FINRA of the underwriting arrangements or
other terms of the offering, and all fees and expenses of any “qualified
independent underwriter,” including the fees and expenses of any counsel
thereto, (x) fees and disbursements of underwriters customarily paid by
issuers or sellers of securities, but excluding any underwriting fees,
discounts and commissions attributable to the sale of Registrable Securities,
(xi) costs of printing and producing any agreements among underwriters,
underwriting agreements, any “blue sky” or legal investment memoranda and any
selling agreements and other documents in connection with the offering, sale or
delivery of the Registrable Securities, (xii) transfer agents’ and registrars’
fees and expenses and the fees and expenses of any other agent or trustee
appointed in connection with such offering, (xiii) expenses relating to any
analyst or investor presentations or any “road shows” undertaken in connection
with the registration, marketing or selling of the Registrable Securities,
(xiv) fees and expenses payable in connection with any ratings of the
Registrable Securities, including expenses relating to any presentations to
rating agencies and (xv) all out-of-pocket costs and expenses incurred by the
Managing Partner, the Partnership, the Group Partnership Group or their appropriate
officers in connection with their compliance with Section 2.5(m).


 


“SEC” means the Securities and Exchange
Commission.


 


“Securities Act” means the U.S. Securities
Act of 1933, as amended, and the rules and regulations promulgated
thereunder.


 


“U.S. Listing Registration Statement” means
the Partnership’s registration statement on Form S-1 (File No. 333-165414)
with regard to the distribution of Common Units to holders of common units of
KKR & Co. (Guernsey) L.P.


 


Section 1.2            Construction.  Unless the context requires otherwise: (a) any pronoun used in
this Agreement shall include the corresponding masculine, feminine or neuter
forms, and the singular form of nouns, pronouns and verbs shall include the
plural and vice versa; (b) references to Articles and Sections refer to
Articles and Sections of this Agreement; (c) the terms “include,” “includes,”
“including” or words of like import shall be deemed to be followed by the words
“without limitation;” and the terms “hereof,” “herein” or “hereunder” refer to
this Agreement as a whole and not to any particular provision of this
Agreement; and (d) the word “person” means an individual or a corporation,
limited liability company, partnership, joint venture, trust, unincorporated
organization, association (including any group, organization, co-tenancy, plan,
board, council or committee), Governmental Authority or other entity (or series



 


4

















 


thereof).
The table of contents and headings contained in this Agreement are for
reference purposes only, and shall not affect in any way the meaning or
interpretation of this Agreement.


 


ARTICLE II


 


REGISTRATION RIGHTS


 


Section 2.1            Exchange Registration.


 


(a)           The Partnership shall use its commercially
reasonable efforts to cause to be declared effective under the Securities Act
by the SEC, prior to
[            
    ], 20[    ], one or more
registration statements (the “Exchange Registration”), one or more of
which may be in the form of a “shelf” registration statement, covering (i) the
delivery by the Partnership, its subsidiaries, or the Group Partnership Group,
from time to time, to the Covered Persons of Common Units registered under the
Securities Act in exchange for such Group Partnership Units or (ii) if the
Partnership determines that the registration provided for in clause (i) is
not available for any reason, the registration of resale of such Common Units
by any Covered Persons.


 


(b)           The Partnership shall be liable for and pay all
Registration Expenses in connection with any Exchange Registration, regardless
of whether such registration is effected.


 


(c)           Upon notice to each Covered Person participating in
any Exchange Registration, the Partnership may postpone effecting a
registration pursuant to this Section 2.1 (or, with respect to an
effective registration statement, restrict sales thereunder) on up to three
occasions during any period of six consecutive months for a reasonable time
specified in the notice but not exceeding 120 days in the aggregate (which
period may not be extended or renewed), if (i) the Managing Partner shall
determine in good faith that effecting the registration would materially and
adversely affect an offering of securities of the Partnership the preparation
of which had then been commenced or (ii) the Partnership is in possession
of material non-public information the disclosure of which during the period
specified in such notice the Managing Partner believes in good faith would not
be in the best interests of the Partnership.


 


Section 2.2            Demand Registration.


 


(a)           If at any time on or after
[            
    ], 20[    ] the Partnership shall
receive a written request (a “Demand Notice”) from KKR Holdings that the
Partnership effect the registration under the Securities Act of all or any
portion of the Registrable Securities as specified in the Demand Notice (a “Demand
Registration”), specifying the information set forth under Section 2.5(j),
then the Partnership shall use its commercially reasonable efforts to effect,
as expeditiously as reasonably practicable, subject to the restrictions in Section 2.2(d),
the registration under the Securities Act of the Registrable Securities for
which KKR Holdings has requested registration under this Section 2.2,
which may be in the form of a “shelf” registration statement, all to the extent
necessary to permit the disposition (in accordance with the intended methods
thereof as aforesaid) of the Registrable Securities so to be registered.


 


(b)           At any time prior to the effective date of the
registration statement relating to such registration, KKR Holdings may revoke
such Demand Registration request by providing 


 


5

















 


a notice to the Partnership revoking such request.  The Partnership shall be liable for and pay
all Registration Expenses in connection with any Demand Registration.


 


(c)           If a Demand Registration involves an underwritten
Public Offering and the managing underwriter advises the Partnership and KKR
Holdings that, in its view, the number of units of Registrable Securities
requested to be included in such registration exceeds the largest number of
units that can be sold without having a material adverse effect on such
offering, including the price at which such units can be sold (the “Maximum
Offering Size”), the Partnership shall include in such registration, in the
priority listed below, up to the Maximum Offering Size:


 


(i)            first, all
Registrable Securities requested to be registered in the Demand Registration by
KKR Holdings (allocated, if necessary for the offering not to exceed the
Maximum Offering Size, in such proportions as shall be determined by KKR
Holdings);


 


(ii)           second, any
securities proposed to be registered by the Partnership or any securities
proposed to be registered for the account of any other persons, with such
priorities among them as the Partnership shall determine.


 


(d)           Upon notice to KKR Holdings, the Partnership may
postpone effecting a registration pursuant to this Section 2.2 (or, with
respect to an effective registration statement, restrict sales thereunder) on
up to three occasions during any period of six consecutive months for a
reasonable time specified in the notice but not exceeding 120 days in the
aggregate (which period may not be extended or renewed), if (i) the
Managing Partner shall determine in good faith that effecting the registration
would materially and adversely affect an offering of securities of the
Partnership the preparation of which had then been commenced or (ii) the
Partnership is in possession of material non-public information the disclosure
of which during the period specified in such notice the Managing Partner
believes in good faith would not be in the best interests of the Partnership.


 


Section 2.3            Piggyback Registration.


 


(a)           Subject
to any contractual obligations to the contrary, if the Partnership proposes at
any time to register under the Securities Act any of the equity securities
issued by it (other than the Initial Registration or any registration on Form S-8
or Form S-4, or any successor forms, relating to Common Units issuable in
connection with any employee benefit or similar plan of the Partnership or
pursuant to restricted equity awards granted by KKR Holdings or in connection
with a direct or indirect acquisition by the Partnership of another person or
as a recapitalization or reclassification of securities of the Partnership),
whether or not for sale for its own account, the Partnership shall each such
time give prompt notice at least 15 business days prior to the anticipated
filing date of the registration statement relating to such registration to KKR
Holdings, which notice shall offer KKR Holdings the opportunity to elect to
include in such registration statement the number of Registrable Securities of
the same class or series as those proposed to be registered held by Covered
Persons as KKR Holdings may request (a “Piggyback Registration”),
subject to the provisions of Section 2.3(b).  If KKR Holdings elects to effect a Piggyback
Registration, the Partnership shall give notice of the registration statement
relating to such registration to those Covered Persons who KKR Holdings
determines to afford


 


6

















 


participation in the Piggyback Registration.  Upon the request of KKR Holdings, the
Partnership shall use its commercially reasonable efforts to effect the
registration under the Securities Act of all Registrable Securities that the
Partnership has been so requested to register by KKR Holdings, to the extent
necessary to permit the disposition of the Registrable Securities to be so
registered, provided that (i) if such registration involves an
underwritten Public Offering, all such Covered Persons to be included in the
Partnership’s registration must sell their Registrable Securities to the
underwriters selected by the Partnership on the same terms and conditions as
apply to the Partnership or any other selling person, as applicable, and (ii) if,
at any time after giving notice of its intention to register any securities
pursuant to this Section 2.3(a) and prior to the effective date of
the registration statement filed in connection with such registration, the
Partnership shall determine for any reason not to register such securities, the
Partnership shall give notice to all such Covered Persons and, thereupon, shall
be relieved of its obligation to register any Registrable Securities in
connection with such registration.  No
registration effected under this Section 2.3 shall relieve the Partnership
of its obligations to effect an Exchange Registration or Demand Registration to
the extent required by Section 2.1 or Section 2.2, respectively. The
Partnership shall pay all Registration Expenses in connection with each
Piggyback Registration.


 


(b)           Subject to Section 2.2(c) and any other
contractual obligations to the contrary, if a Piggyback Registration involves
an underwritten Public Offering and the managing underwriter advises the
Partnership that, in its view, the number of Registrable Securities that the
Partnership and such Covered Persons intend to include in such registration
exceeds the Maximum Offering Size, the Partnership shall include in such
registration, in the following priority, up to the Maximum Offering Size:


 


(i)            first, the
Partnership securities proposed to be registered for the account of the
Partnership;


 


(ii)           second, the
Partnership securities proposed to be registered pursuant to any demand
registration rights of third parties;


 


(iii)          third, all
Registrable Securities requested to be included in such registration by any
Covered Persons and all Partnership Securities requested to be included in such
registration pursuant to any piggyback registration rights of third parties,
allocated, if necessary for the offering not to exceed the Maximum Offering
Size, (i) as among such Covered Persons as a group, on the one hand, and
any such third parties, on the other hand, pro rata based on the number of
Registrable Securities owned by such Covered Persons and the number of
Partnership Securities with respect to which such third parties are entitled to
request piggyback registration, and (ii) as among such Covered Persons, in
such proportions as shall be determined by KKR Holdings; and


 


(iv)          fourth, any
securities proposed to be registered for the account of any other persons with
such priorities among them as the Partnership shall determine.


 


(c)           Notwithstanding any provision in this Section 2.3
or elsewhere in this Agreement, no provision relating to the registration of
Registrable Securities shall be construed as permitting any Covered Person to effect
a transfer of securities that is otherwise prohibited by


 


7














 


the terms of any agreement between such Covered Person and the
Partnership or any of its subsidiaries. 
Unless the Partnership shall otherwise consent, the Partnership shall
not be obligated to provide notice or afford Piggyback Registration to KKR
Holdings or any other Covered Person pursuant to this Section 2.3 unless
some or all of such person’s Registrable Securities are permitted to be
transferred under the terms of applicable agreements between such person and
the Partnership or any of its subsidiaries.


 


Section 2.4             Lock-Up Agreements. 
If any registration of Registrable Securities shall be effected in
connection with a Public Offering, neither the Partnership nor any Covered
Person shall effect any public sale or distribution, including any sale pursuant
to Rule 144, of any Common Units or other security of the Partnership
(except as part of such Public Offering) during the period beginning 14 days
prior to the effective date of the applicable registration statement until the
earlier of (i) such time as the Partnership and the lead managing
underwriter shall agree and (ii) [    ] days following
the pricing of the Public Offering.


 


Section 2.5             Registration Procedures. 
In connection with any request by KKR Holdings that Registrable
Securities be registered pursuant to Sections 2.2 or 2.3, subject to the
provisions of such Sections, the paragraphs below shall be applicable, and in
connection with any Exchange Registration pursuant to Section 2.1,
paragraphs (a), (c), (d), (e) and (l) below shall be applicable:


 


(a)           The Partnership
shall as expeditiously as reasonably practicable prepare and file with the SEC
a registration statement on any form for which the Partnership then qualifies
or that counsel for the Partnership shall deem appropriate and which form shall
be available for the registration of the Registrable Securities to be
registered thereunder in accordance with the intended method of distribution
thereof, and use its commercially reasonable efforts to cause such filed
registration statement to become and remain effective for a period of not less
than 40 days, or in the case of an Exchange Registration until all of the
Registrable Securities of the Covered Persons included in any such registration
statement (each, a “Registering Covered Person”) shall have actually
been exchanged thereunder.


 


(b)           Prior to filing
a registration statement or prospectus or any amendment or supplement thereto,
the Partnership shall, if requested, furnish to each Registering Covered Person
and each underwriter, if any, of the Registrable Securities covered by such
registration statement copies of such registration statement as proposed to be
filed, and thereafter the Partnership shall furnish to such Registering Covered
Person and each such underwriter, if any, such number of copies of such
registration statement, each amendment and supplement thereto (in each case
including all exhibits thereto and documents incorporated by reference
therein), the prospectus included in such registration statement (including
each preliminary prospectus and any summary prospectus) and any other
prospectus filed under Rule 424 or Rule 430A under the Securities Act
and such other documents as such Registering Covered Person or such underwriter
may reasonably request in order to facilitate the disposition of the
Registrable Securities owned by such Registering Covered Person.  The Registering Covered Person shall have the
right to request that the Partnership modify any information contained in such
registration statement, amendment and supplement thereto pertaining to such 


 


8

















 


Registering
Covered Person and the Partnership shall use its all commercially reasonable
efforts to comply with such request, provided, however, that the Partnership
shall not have any obligation to so modify any information if the Partnership
reasonably expects that so doing would cause the prospectus to contain an
untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein not
misleading.


 


(c)           After the
filing of the registration statement, the Partnership shall (i) cause the
related prospectus to be supplemented by any required prospectus supplement,
and, as so supplemented, to be filed pursuant to Rule 424 under the
Securities Act, (ii) comply with the provisions of the Securities Act with
respect to the disposition of all Registrable Securities covered by such
registration statement during the applicable period in accordance with the intended
methods of disposition by the Registering Covered Persons thereof set forth in
such registration statement or supplement to such prospectus and (iii) promptly
notify each Registering Covered Person holding Registrable Securities covered
by such registration statement of any stop order issued or threatened by the
SEC suspending the effectiveness of such registration statement or any state
securities commission and take all commercially reasonable efforts to prevent
the entry of such stop order or to obtain the withdrawal of such order if
entered.


 


(d)           To the extent
any “free writing prospectus” (as defined in Rule 405 under the Securities
Act) is used, the Partnership shall file with the SEC any free writing
prospectus that is required to be filed by the Partnership with the SEC in
accordance with the Securities Act and retain any free writing prospectus not
required to be filed.


 


(e)           The Partnership
shall use its commercially reasonable efforts to (i) register or qualify
the Registrable Securities covered by such registration statement under such
other securities or “blue sky” laws of such jurisdictions in the United States
any Registering Covered Person holding such Registrable Securities or each
underwriter, if any, reasonably (in light of the intended plan of distribution)
requests and (ii) cause such Registrable Securities to be registered with
or approved by such other governmental agencies or authorities as may be
necessary by virtue of the business and operations of the Partnership and do
any and all other acts and things that may be reasonably necessary or advisable
to enable such Registering Covered Person to consummate the disposition of the
Registrable Securities owned by such person, provided that the Partnership
shall not be required to (A) qualify generally to do business in any
jurisdiction where it would not otherwise be required to qualify but for this Section 2.5(e),
(B) subject itself to taxation in any such jurisdiction or (C) consent
to general service of process in any such jurisdiction.


 


(f)            The Partnership
shall immediately notify each Registering Covered Person holding such
Registrable Securities covered by such registration statement or each
underwriter, if any, at any time when a prospectus relating thereto is required
to be delivered under the Securities Act, of the occurrence of an event
requiring the preparation of a supplement or amendment to such prospectus so
that, as thereafter delivered to the purchasers of such Registrable Securities,
such prospectus will not contain an untrue statement of a material fact or omit
to state any material fact required to be stated therein or necessary to make
the statements therein not misleading and promptly prepare and 


 


9

















 


make
available to each such Registering Covered Person or underwriter, if any, and
file with the SEC any such supplement or amendment.


 


(g)           KKR Holdings
shall select an underwriter or underwriters in connection with any Demand
Registration that relates to a Public Offering.  In connection with any Public Offering, the
Partnership shall enter into customary agreements (including an underwriting
agreement in customary form) and take all other actions as are reasonably
required in order to expedite or facilitate the disposition of such Registrable
Securities in any such Public Offering, including if necessary the engagement
of a “qualified independent underwriter” in connection with the qualification
of the underwriting arrangements with FINRA.


 


(h)           Subject to the
execution of confidentiality agreements satisfactory in form and substance to
the Partnership in the exercise of its good faith judgment, pursuant to the
reasonable request of KKR Holdings or any underwriter, the Partnership will
give to each Registering Covered Person, each underwriter (if any) and their
respective counsel and accountants (i) reasonable and customary access to
its books and records and (ii) such opportunities to discuss the business
of the Partnership with its directors, officers, employees, counsel and the
independent public accountants who have certified its financial statements, as
shall be appropriate, in the reasonable judgment of counsel to such Registering
Covered Person or underwriter, to enable them to exercise their due diligence
responsibility.


 


(i)            The Partnership
shall use its commercially reasonable efforts to furnish to each Registering
Covered Person and to each such underwriter, if any, a signed counterpart,
addressed to such person or underwriter, of (i) an opinion or opinions of
counsel to the Partnership and (ii) a comfort letter or comfort letters
from the Partnership’s independent public accountants, each in customary form
and covering such matters of the kind customarily covered by opinions or
comfort letters, as the case may be, as KKR Holdings or any underwriter
reasonably requests.


 


(j)            Each
Registering Covered Person registering securities under Sections 2.2 or 2.3
shall promptly furnish in writing to the Partnership the information set forth
in Appendix A (which may be amended from time to time as necessary or advisable
in light of applicable Law) and such other information regarding itself and the
distribution of the Registrable Securities as the Partnership may from time to
time reasonably request and such other information as may be legally required
or advisable in connection with such registration.


 


(k)           Each
Registering Covered Person and each underwriter, if any, agrees that, upon
receipt of any notice from the Partnership of the happening of any event of the
kind described in Section 2.5(f), such Registering Covered Person or
underwriter shall forthwith discontinue disposition of Registrable Securities
pursuant to the registration statement covering such Registrable Securities
until such Registering Covered Person’s or underwriter’s receipt of the copies
of the supplemented or amended prospectus contemplated by Section 2.5(f),
and, if so directed by the Partnership, such Registering Covered Person and any
such underwriter shall deliver to the Partnership all copies, other 


 


10

















 


than
any permanent file copies then in such Registering Covered Person’s possession,
of the most recent prospectus covering such Registrable Securities at the time
of receipt of such notice.  If the
Partnership shall give such notice, the Partnership shall extend the period
during which such registration statement shall be maintained effective
(including the period referred to in Section 2.5(a)) by the number of days
during the period from and including the date of the giving of notice pursuant
to Section 2.5(f) to the date when the Partnership shall make
available to such Registering Covered Person a prospectus supplemented or
amended to conform with the requirements of Section 2.5(f).


 


(l)            The Partnership
shall use its commercially reasonable efforts to list all Registrable
Securities covered by such registration statement on any securities exchange or
quotation system on which any of the Registrable Securities are then listed or
traded.


 


(m)          The Partnership
shall have appropriate officers of the Managing Partner, the Partnership or the
Group Partnerships (i) prepare and make presentations at any “road shows”
and before analysts and rating agencies, as the case may be, (ii) take
other actions to obtain ratings for any Registrable Securities and (iii) otherwise
use their commercially reasonable efforts to cooperate as reasonably requested
by the underwriters in the offering, marketing or selling of the Registrable
Securities.


 


(n)           The Partnership
shall cooperate with the Registering Covered Persons to facilitate the timely
delivery of Registrable Securities to be sold, which shall not bear any
restrictive legends, and to enable such Registrable Securities to be issued in
such denominations and registered in such names as such Registering Covered
Persons may reasonably request at least two business days prior to the closing
of any sale of Registrable Securities.


 


Section 2.6             Indemnification by the Partnership. 
In the event of any registration of any Registrable Securities of the
Partnership under the Securities Act pursuant to this Article II, the
Partnership will, and it hereby does, indemnify and hold harmless, to the
extent permitted by law, a Registering Covered Person, each affiliate of such
Registering Covered Person and their respective directors and officers or
general and limited partners or members and managing members (including any
director, officer, affiliate, employee, agent and controlling person of any of
the foregoing) and each other person, if any, who controls such seller within
the meaning of the Securities Act (collectively, the “Indemnified Parties”),
from and against any and all losses, claims, damages and liabilities
(including, without limitation, legal fees and other expenses incurred in connection
with any suit, action or proceeding or any claim asserted, as such fees and
expenses are incurred), joint or several, that arise out of, or are based upon,
(1) any untrue statement or alleged untrue statement of a material fact
contained in any registration statement or amendment or supplement thereto
under which such Registrable Securities were registered or any omission or
alleged omission to state therein a material fact required to be stated therein
or necessary in order to make the statements therein not misleading, or (2) any
untrue statement or alleged untrue statement of a material fact contained in
any prospectus, any free writing prospectus or any “issuer information” filed
or required to be filed pursuant to Rule 433(d) under the Securities
Act in respect of the Registrable Securities, or amendment or supplement
thereto, or any omission or alleged omission to state therein a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not 


 


11

















 


misleading; provided, that the Partnership shall not
be liable to any Indemnified Party in any such case to the extent that any such
loss, claim, damage, liability (or action or proceeding in respect thereof) or
expense arises out of or is based upon any untrue statement or alleged untrue
statement or omission or alleged omission made in such registration statement,
prospectus, any free writing prospectus or any “issuer information” filed or
required to be filed pursuant to Rule 433(d) under the Securities Act
in respect of the Registrable Securities, or amendment or supplement thereto,
in reliance upon and in conformity with written information furnished to the
Partnership by a Registering Covered Person specifically for use in the
preparation thereof.  KKR Holdings may
enforce the provisions of this Section 2.6 for, on behalf of or in the
name of any Indemnified Party.


 


Section 2.7             Indemnification by Registering Covered
Persons.   Each Registering Covered Person hereby
indemnifies and holds harmless, and the Partnership may require, as a condition
to including any Registrable Securities in any registration statement filed in
accordance with this Article II, that the Partnership shall have received
an undertaking reasonably satisfactory to it from any underwriter to indemnify
and hold harmless, the Partnership and all other prospective sellers of
Registrable Securities, the directors of the Managing Partner, each officer of
the Managing Partner or the Partnership who signed the Registration Statement
and each person, if any, who controls the Partnership and all other prospective
sellers of Registrable Securities within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act to the same extent as the
indemnity set forth in Section 2.6 above, but only with respect to any
losses, claims, damages or liabilities that arise out of, or are based upon,
any untrue statement or omission or alleged untrue statement or omission made
in reliance upon and in conformity with written information furnished to the
Partnership by a Registering Covered Person specifically for use in the
preparation of such registration statement, prospectus, any free writing
prospectus or any “issuer information” filed or required to be filed pursuant
to Rule 433(d) under the Securities Act in respect of the Registrable
Securities, or amendment or supplement thereto. 
Such indemnity shall remain in full force and effect regardless of any
investigation made by or on behalf of the Partnership, any of the Registering
Covered Persons or any underwriter, or any of their respective affiliates,
directors, officers or controlling persons and shall survive the transfer of
such securities by such person.  In no
event shall any such indemnification liability of any Registering Covered
Person be greater in amount than the dollar amount of the proceeds received by
such Registering Covered Person upon the sale of the Registrable Securities
giving rise to such indemnification obligation.


 


Section 2.8             Conduct of Indemnification Proceedings. 
Promptly after receipt by an Indemnified Party hereunder of written
notice of the commencement of any action or proceeding with respect to which a
claim for indemnification may be made pursuant to this Article II, such
Indemnified Party will, if a claim in respect thereof is to be made against an
indemnifying party, give written notice to the latter of the commencement of
such action; provided, that the failure of the Indemnified Party to give notice
as provided herein shall not relieve the indemnifying party of its obligations
under this Article II, except to the extent that the indemnifying party is
prejudiced by such failure to give notice.


 


In case any such action is brought against an Indemnified
Party, unless in such Indemnified Party’s reasonable judgment, based on advice
of counsel, a conflict of interest between such Indemnified Party and
indemnifying party may reasonably exist in respect of such 


 


12

















 


claim, the indemnifying
party will be entitled to participate in and to assume control of the defense
thereof, jointly with any other indemnifying party similarly notified to the
extent that it may wish, with counsel reasonably satisfactory to such
Indemnified Party, and after notice from the indemnifying party to such
Indemnified Party of its election so to assume the defense thereof, the
indemnifying party will not be liable to such Indemnified Party for any legal
or other expenses subsequently incurred by the latter in connection with the
defense thereof other than reasonable costs of investigation.  It is understood and agreed that the
indemnifying person shall not, in connection with any proceeding or related
proceeding in the same jurisdiction, be liable for the fees and expenses of
more than one separate firm (in addition to any local counsel) for all
Indemnified Parties, and that all such fees and expenses shall be reimbursed as
they are incurred. Any such separate firm (x) for any Covered Person, its
affiliates, directors and officers and any control persons of such Indemnified
Party shall be designated in writing by KKR Holdings, (y) in all other
cases shall be designated in writing by the Managing Partner.  The indemnifying person shall not be liable
for any settlement or compromise of a claim, suit, investigation or proceeding,
which is effected without its written consent (which shall not be unreasonably
withheld), but if settled or compromised with such consent, the indemnifying person
agrees to indemnify each Indemnified Party from and against any loss or
liability by reason of such settlement or compromise.  No indemnifying person shall, without the
written consent of the Indemnified Party (which shall not be unreasonably
withheld), effect any settlement or compromise of any pending or threatened
claim, suit, investigation or proceeding in respect of which any Indemnified
Party is or could have been a party and indemnification could have been sought
hereunder by such Indemnified Party, unless such settlement (A) includes
an unconditional release of such Indemnified Party, in form and substance
reasonably satisfactory to such Indemnified Party, from all liability on claims
that are the subject matter of such claim, suit, investigation or proceeding, (B) does
not include any statement as to or any admission of fault, culpability or a
failure to act by or on behalf of any Indemnified Party, and (C) does not
impose on such Indemnified Party any liability or other obligation other than
the payment of monetary sums that will be fully paid by or on behalf of the
indemnifying party.


 


Section 2.9             Contribution. 
If the indemnification provided for in this Article II from the
indemnifying party is unavailable to an Indemnified Party hereunder in respect
of any losses, claims, damages, liabilities or expenses referred to herein,
then the indemnifying party, in lieu of indemnifying such Indemnified Party,
shall contribute to the amount paid or payable by such Indemnified Party as a
result of such losses, claims, damages, liabilities or expenses in such
proportion as is appropriate to reflect the relative fault of the indemnifying
party and Indemnified Parties in connection with the actions which resulted in
such losses, claims, damages, liabilities or expenses, as well as any other
relevant equitable considerations.  The
relative fault of such indemnifying party and Indemnified Parties shall be
determined by reference to, among other things, whether any action in question,
including any untrue or alleged untrue statement of a material fact or omission
or alleged omission to state a material fact, has been made by, or relates to
information supplied by, such indemnifying party or Indemnified Parties, and
the parties’ relative intent, knowledge, access to information and opportunity
to correct or prevent such action.  The
amount paid or payable by a party under this Section 2.9 as a result of
the losses, claims, damages, liabilities and expenses referred to above shall
be deemed to include any legal or other fees or expenses reasonably incurred by
such party in connection with any claim, suit, investigation or proceeding.


 


13

















 


The parties hereto agree that it would not be just
and equitable if contribution pursuant to this Section 2.9 were determined
by pro rata allocation or by any other method of allocation which does not take
account of the equitable considerations referred to in the immediately
preceding paragraph.  No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation.


 


Section 2.10           Participation in Public Offering. 
No Covered Person may participate in any Public Offering hereunder
unless such Covered Person (a) agrees to sell such Covered Person’s
securities on the basis provided in any underwriting arrangements approved by
KKR Holdings and (b) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents reasonably
required under the terms of such underwriting arrangements and the provisions
of this Agreement in respect of registration rights.


 


Section 2.11           Other Indemnification. 
Indemnification similar to that specified herein (with appropriate
modifications) shall be given by the Partnership and the Registering Covered
Person participating therein with respect to any required registration or other
qualification of securities under any Law other than the Securities Act.


 


Section 2.12           Cooperation by the Partnership. 
If any Covered Person shall transfer any Registrable Securities pursuant
to Rule 144, the Partnership shall use its commercially reasonable efforts
to cooperate with the Covered Person and shall provide to the Covered Person
such information as may be required to be provided under Rule 144.


 


Section 2.13           Parties in Interest. 
Each Covered Person shall be entitled to receive the benefits of this
Agreement and shall be bound by the terms and provisions of this Agreement by
reason of such Covered Person’s election to participate in a registration under
this Article II.  To the extent
Group Partnership Units are effectively transferred in accordance with the
terms of the Group Partnership Agreements, the transferee of such Group
Partnership Units shall be entitled to receive the benefits of this Agreement
and shall be bound by the terms and provisions of this Agreement upon becoming
bound hereby pursuant to Section 3.1(c).


 


Section 2.14           Acknowledgement Regarding the Partnership. 
Other than those determinations reserved expressly to KKR Holdings, all
determinations necessary or advisable under this Article II shall be made
by the Managing Partner, the determinations of which shall be final and
binding.


 


Section 2.15           Mergers, Recapitalizations, Exchanges or
Other Transactions Affecting Registrable Securities. 
The provisions of this Agreement shall apply to the full extent set
forth herein with respect to the Registrable Securities, to any and all
securities or units of the Group Partnerships or the Partnership or any
successor or assign of any such person (whether by merger, amalgamation,
consolidation, sale of assets or otherwise) that may be issued in respect of,
in exchange for, or in substitution of such Registrable Securities, by reason
of any dividend, split, issuance, reverse split, combination, recapitalization,
reclassification, merger, amalgamation, consolidation or otherwise.


 


14

















 


ARTICLE III


 


MISCELLANEOUS


 


Section 3.1             Term of the Agreement; Termination of
Certain Provisions.


 


(a)           The term of this Agreement shall continue until the
first to occur of (i) such time as no Covered Person holds any Covered
Group Partnership Units or Registrable Securities and (ii) such time as
the Agreement is terminated by KKR Holdings.


 


(b)           Unless this Agreement is theretofore terminated
pursuant to Section 3.1(a) hereof, a Covered Person shall be bound by
the provisions of this Agreement with respect to any Covered Group Partnership
Units or Registrable Securities until such time as such Covered Person ceases
to hold any Covered Group Partnership Units or Registrable Securities.  Thereafter, such Covered Person shall no
longer be bound by the provisions of this Agreement other than Sections 2.7,
2.8, 2.9 and 2.11 and this Article III. 
Any person that has ceased to be a Covered Person and that reacquires
Covered Group Partnership Units or Registrable Securities shall be a Covered
Person; provided that such person shall first sign an agreement in the form
approved by the Partnership acknowledging that such person is bound by the
terms and provisions of the Agreement and such agreement is received by the
Partnership.


 


(c)           Any Permitted Transferee shall be a Covered Person;
provided that such Permitted Transferee is authorized by KKR Holdings to become
a Covered Person and such Permitted Transferee signs an agreement in the form
approved by the Partnership acknowledging that such Permitted Transferee is bound
by the terms and provisions of the Agreement and such agreement is received by
the Partnership.


 


Section 3.2             Amendments; Waiver.


 


(a)           The provisions of this Agreement may be amended by
the Partnership and KKR Holdings; provided that any consent, waiver, vote or
approval that may be required under this Agreement and any amendment of this
Agreement that has the effect of materially increasing the liabilities of a
Covered Person hereunder or making the obligations of a Covered Person
hereunder materially more onerous to such Covered Person shall require the
approval of such Covered Person.


 


(b)           Each Covered Person understands that from time to
time certain other persons may become Covered Persons and certain Covered
Persons will cease to be bound by the provisions of this Agreement pursuant to
the terms hereof.


 


Section 3.3             Governing Law. 
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAW OF THE STATE OF NEW YORK.


 


Section 3.4             Submission to Jurisdiction; Waiver of
Jury Trial.


 


(a)           Any and all disputes which
cannot be settled amicably, including any ancillary claims of any party arising
out of, relating to or in connection with the validity, 


 


15

















 


negotiation, execution, interpretation, performance
or non-performance of this Agreement (including without limitation the
validity, scope and enforceability of this arbitration provision) shall be
finally settled by arbitration conducted by a single arbitrator in New York,
New York in accordance with the then-existing Rules of Arbitration of the
International Chamber of Commerce; provided, however, that KKR Holdings shall
not be subject to this Section 3.4. If the parties to the dispute fail to
agree on the selection of an arbitrator within thirty (30) days of the receipt
of the request for arbitration, the International Chamber of Commerce shall
make the appointment.  The arbitrator
shall be a lawyer and shall conduct the proceedings in the English language.
Performance under this Agreement shall continue if reasonably possible during
any arbitration proceedings. Except as required by law or as may be reasonably
required in connection with ancillary judicial proceedings to compel
arbitration, to obtain temporary or preliminary judicial relief in aid of
arbitration, or to confirm or challenge an arbitration award, the arbitration
proceedings, including any hearings, shall be confidential, and the parties
shall not disclose any awards, any materials in the proceedings created for the
purpose of the arbitration, or any documents produced by another party in the
proceedings not otherwise in the public domain.


 


(b)           Notwithstanding the
provisions of paragraph (a), the Managing Partner may bring, or may cause the
Partnership to bring, on behalf of the Managing Partner or the Partnership, an
action or special proceeding in any court of competent jurisdiction for the
purpose of compelling a party to arbitrate, seeking temporary or preliminary
relief in aid of an arbitration hereunder, or enforcing an arbitration award
and, for the purposes of this paragraph (b), each Covered Person (i) expressly
consents to the application of paragraph (c) of this Section 3.4 to
any such action or proceeding, (ii) agrees that proof shall not be
required that monetary damages for breach of the provisions of this Agreement
would be difficult to calculate and that remedies at law would be inadequate,
and (iii) irrevocably appoints the Managing Partner as such Covered Person’s
agent for service of process in connection with any such action or proceeding
and agrees that service of process upon such agent, who shall promptly advise
such Covered Person of any such service of process, shall be deemed in every
respect effective service of process upon the Covered Person in any such action
or proceeding.


 


(c)           EACH PARTY HEREBY
IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE FEDERAL AND STATE COURTS LOCATED
IN NEW YORK, NEW YORK FOR THE PURPOSE OF ANY JUDICIAL PROCEEDING BROUGHT IN
ACCORDANCE WITH THE PROVISIONS OF THIS SECTION 3.4, OR ANY JUDICIAL
PROCEEDING ANCILLARY TO AN ARBITRATION OR CONTEMPLATED ARBITRATION ARISING OUT
OF OR RELATING TO OR CONCERNING THIS AGREEMENT. Such ancillary judicial
proceedings include any suit, action or proceeding to compel arbitration, to
obtain temporary or preliminary judicial relief in aid of arbitration, or to
confirm or challenge an arbitration award. The parties acknowledge that the
fora designated by this paragraph (c) have a reasonable relation to this
Agreement and to the parties’ relationship with one another. The parties hereby
waive, to the fullest extent permitted by applicable Law, any objection which
they now or hereafter may have to personal jurisdiction or to the laying of
venue of any such ancillary suit, action or proceeding referred to in this Section 3.4
brought in any court referenced herein and such parties agree not to plead or
claim the same.


 


16

















 


Section 3.5             Notices.


 


(a)           All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be given (and shall be
deemed to have been duly given upon receipt by the intended recipient) by
delivery in person, by courier service, by fax or by registered or certified
mail (postage prepaid, return receipt requested) to the respective parties at
the following addresses (or at such other address for a party as shall be
specified in a notice given in accordance with this Section 3.5):


 


If to a Covered Person,


 


c/o KKR & Co. L.P.


9 West 57th Street, Suite 4200


New York, NY 10019


Attention: General Counsel


Fax: 212-750-7003


 


If to the Partnership, at


 


KKR & Co. L.P.


9 West 57th Street, Suite 4200


New York, NY 10019


Attention: General Counsel


Fax: 212-750-7003


 


The Partnership shall be responsible for notifying
each Covered Person of the receipt of a notice, request, claim, demand or other
communication under this Agreement relevant to such Covered Person at the
address of such Covered Person then in the records of the Group Partnership
Group (and each Covered Person shall notify the Partnership of any change in
such address for notices, requests, claims, demands or other communications).


 


Section 3.6             Severability. 
If any provision of this Agreement is finally held to be invalid,
illegal or unenforceable, (a) the remaining terms and provisions hereof
shall be unimpaired and (b) the invalid or unenforceable term or provision
shall be deemed replaced by a term or provision that is valid and enforceable
and that comes closest to expressing the intention of the invalid or unenforceable
term or provision.


 


Section 3.7             Specific Performance. 
Each party hereto acknowledges that the remedies at law of the other
parties for a breach or threatened breach of this Agreement would be inadequate
and, in recognition of this fact, any party to this Agreement, without posting
any bond, and in addition to all other remedies that may be available, shall be
entitled to obtain equitable relief in the form of specific performance, a
temporary restraining order, a temporary or permanent injunction or any other
equitable remedy that may be then available.


 


Section 3.8             Assignment; Successors. 
This Agreement shall be binding upon and inure to the benefit of the
respective legatees, legal representatives, successors and assigns of the
Covered Persons; provided, however, that a Covered Person may not assign this
Agreement or any of his rights or obligations hereunder, and any purported
assignment in breach hereof by a Covered Person shall be null and void; and
provided further that no assignment of this Agreement by the Partnership or to
a successor of the Partnership (by operation of law or 


 


17














 


otherwise) shall be valid unless such assignment is
made to a person which succeeds to all or substantially of the business of the
Partnership.


 


Section 3.9             No Third-Party Rights. 
Other than as expressly provided herein, nothing in this Agreement will
be construed to give any person other than the parties to this Agreement any
legal or equitable right, remedy, or claim under or with respect to this
Agreement or any provision of this Agreement. 
This Agreement and all of its provisions and conditions are for the sole
and exclusive benefit of the parties to this Agreement and their successors and
assigns.


 


Section 3.10           Section Headings. 
The headings of sections in this Agreement are provided for convenience
only and will not affect its construction or interpretation.


 


Section 3.11           Execution in Counterparts. 
This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original, but all such counterparts shall together
constitute but one and the same instrument.


 


[Rest
of page intentionally left blank]


 


18

















 


IN WITNESS WHEREOF, the parties hereto have
duly executed or caused to be duly executed this Agreement as of the dates
indicated.


 


 


	
   

  	
  KKR &
  CO. L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  KKR
  Management LLC, its

  
	
   

  	
  general
  partner

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  KKR
  HOLDINGS L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  KKR Holdings GP Limited, its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


19

















 


Appendix A


 


KKR & CO. L.P.


 


Covered Person Questionnaire


 


The undersigned Covered Person understands that the
Partnership has filed or intends to file with the SEC a registration statement
for the registration of the Common Units (as such may be amended, the “Registration
Statement”), in accordance with Sections 2.2 or 2.3 of the Registration
Rights Agreement, dated as of                    ,
20     (the “Registration Rights Agreement”), among
the Partnership, KKR Holdings and the Covered Persons referred to therein.  A copy of the Agreement is available from the
Partnership upon request at the address set forth below.  All capitalized terms used and not otherwise
defined herein shall have the meanings ascribed thereto in the Registration Rights
Agreement.


 


NOTICE


 


The undersigned Covered Person hereby gives notice
to the Partnership of its intention to register Registrable Securities
beneficially owned by it and listed below in Item 3 (unless otherwise specified
under Item 3) pursuant to the Registration Statement.  The undersigned, by signing and returning
this Questionnaire, understands that it will be bound by the terms and
conditions of this Questionnaire and the Registration Rights Agreement.


 


Pursuant to the Registration Rights Agreement, the
undersigned has agreed to indemnify and hold harmless the Partnership and all
other prospective sellers of Registrable Securities, the directors of the
Managing Partner, each officer of the Managing Partner who signed the
Registration Statement and each person, if any, who controls the Partnership
and all other prospective sellers of Registrable Securities within the meaning
of Section 15 of the Securities Act or Section 20 of the Exchange
Act, from and against any and all losses, claims, damages and liabilities
arising in connection with statements made or omissions concerning the
undersigned in the Registration Statement, prospectus, any free writing
prospectus or any “issuer information” in reliance upon the information
provided in this Questionnaire.


 


The undersigned Covered Person hereby provides the
following information to the Partnership and represents and warrants that such
information is accurate and complete:


 


QUESTIONNAIRE


 


1.                                      Name.


 


(a)                                  Full Legal Name
of Covered Person:


 


 


(b)                                 Full Legal Name
of Covered Person (if not the same as (a) above) through which Registrable
Securities Listed in Item 3 below are held:


 


 

















 


(c)                                  Full Legal name
of DTC Participant (if applicable and if not the same as (b) above)
through which Registrable Securities listed in Item 3 below are held:


 


 


(d)                                 Full Legal Name
of natural control person (which means a natural person who directly or
indirectly alone or with others has power to vote or dispose of the Registrable
Securities listed in Item 3 below):


 


 


2.                                      Address for Notices to Covered Person:


 


 


Telephone:


 


Fax:


 


Email:


 


Contact Person:


 


3.                                      Beneficial Ownership of Registrable
Securities:


 


Number of Registrable Securities beneficially
owned:


 


 


 


4.                                      Broker-Dealer Status:


 


(a)                                  Are you a
broker-dealer?


 


Yes   o               No   o


 


Note:                   If yes, the SEC’s staff has indicated that
you should be identified as an underwriter in the Registration Statement.


 


(b)                                 Are you an
affiliate of a broker-dealer?


 


Yes   o               No   o


 


If yes, please identify the broker-dealer
with whom the Covered Person is affiliated and the nature of the affiliation:


 


2

















 


 


 


(c)                                  If you are an
affiliate of a broker-dealer, do you certify that you bought the Registrable
Securities in the ordinary course of business, and at the time of the purchase
of the Registrable Securities to be resold, you had no agreements or
understandings, directly or indirectly, with any person to distribute the
Registrable Securities?


 


Yes   o               No   o


 


Note:                   If no, the SEC’s staff has indicated that you
should be identified as an underwriter in the Registration Statement.


 


(d)                                 If you are (1) a
broker-dealer or (2) an affiliate of a broker-dealer and answered “no” to
Question 4(c), do you consent to being named as an underwriter in the
Registration Statement?


 


Yes   o               No   o


 


5.                                      Beneficial Ownership of Other Securities
of the Partnership Owned by the Covered Person.


 


Except as set forth below in this
Item 5, the undersigned Covered Person is not the beneficial or registered
owner of any securities of the Partnership other than the Registrable
Securities listed above in Item 3.


 


Type and Amount of Other Securities
beneficially owned by the Covered Person:


 


 


 


6.                                      Relationships with the Partnership:


 


Except as set forth below,
neither the undersigned Covered Person nor any of its affiliates, officers,
directors or principal equity holders (owners of 5% or more of the equity
securities of the undersigned) has held any position or office or has had any
other material relationship with the Managing Partner or the Partnership (or
its predecessors or affiliates) during the past three years.


 


State any exceptions here:


 


 


3

















 


 


7.                                      Intended Method of Disposition of
Registrable Securities (Only Applicable to a Demand Registration Effected
Pursuant to Section 2.2 of the Registration Rights Agreement):


 


Intended Method or Methods of Disposition of
Registrable Securities beneficially owned:


 


 


 


The undersigned agrees to promptly notify the
Partnership of any inaccuracies or changes in the information provided herein
that may occur subsequent to the date hereof and at any time while the
Registration Statement remains in effect.


 


By signing below, the undersigned consents to the
disclosure of the information contained herein in its answers to Items 1
through 7 and the inclusion of such information in the Registration Statement
and the related prospectus.  The
undersigned understands that such information will be relied upon by the
Partnership in connection with the preparation or amendment of the Registration
Statement and the related prospectus.


 


IN WITNESS WHEREOF the undersigned, by authority
duly given, has caused this Questionnaire to be executed and delivered either
in person or by its duly authorized agent.


 


	
  Dated:

  	
  Beneficial
  Owner:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
				



 


PLEASE SEND A COPY OF THE COMPLETED AND EXECUTED QUESTIONNAIRE BY FAX,
AND RETURN THE ORIGINAL BY OVERNIGHT MAIL, TO:


 


KKR & Co. L.P.


9 West 57th Street, Suite 4200


New York, NY 10019


Attention: General Counsel


Facsimile: 212-750-0003


 


4