Exhibit 4.2


 




 





EXECUTION VERSION


 


FIRST SUPPLEMENTAL INDENTURE


 


Dated as of September 29, 2010


 


Supplementing that Certain


 


INDENTURE


 


Dated as of September 29, 2010


 






 


Among


 


KKR GROUP FINANCE CO. LLC,


 


THE GUARANTOR PARTIES HERETO


 


and


 


THE BANK OF NEW YORK MELLON TRUST COMPANY,
N.A.,


 


as Trustee


 






 


6.375% Senior Notes due 2020




 





 

















 


TABLE OF CONTENTS


 






 


	
   

  	
  PAGE

  
	
   

  	
   

  
	
  ARTICLE I

  
	
  ISSUANCE OF SECURITIES

  
	
   

  	
   

  
	
  Section 1.1. Issuance of Notes; Principal Amount; Maturity;
  Title

  	
  2

  
	
  Section 1.2. Interest

  	
  3

  
	
  Section 1.3. Relationship with Base Indenture

  	
  4

  
	
   

  	
   

  
	
  ARTICLE II

  
	
  DEFINITIONS AND OTHER PROVISIONS
  OF GENERAL APPLICATION

  
	
   

  	
   

  
	
  Section 2.1. Definitions

  	
  4

  
	
   

  	
   

  
	
  ARTICLE III

  
	
  SECURITY FORMS

  
	
   

  	
   

  
	
  Section 3.1. Form Generally

  	
  9

  
	
  Section 3.2. Form of Note

  	
  10

  
	
   

  	
   

  
	
  ARTICLE IV

  
	
  REMEDIES

  
	
   

  	
   

  
	
  Section 4.1. Events of Default

  	
  21

  
	
  Section 4.2. Waiver of Past Defaults

  	
  21

  
	
   

  	
   

  
	
  ARTICLE V

  
	
  REDEMPTION OF SECURITIES

  
	
   

  	
   

  
	
  Section 5.1. Optional Redemption

  	
  22

  
	
   

  	
   

  
	
  ARTICLE VI

  
	
  PARTICULAR COVENANTS

  
	
   

  	
   

  
	
  Section 6.1. Liens

  	
  22

  
	
  Section 6.2. Obligation to Offer to Repurchase Upon a Change of
  Control Repurchase Event

  	
  23

  
	
  Section 6.3. Financial Reports

  	
  25

  
	
   

  	
   

  
	
  ARTICLE VII

  
	
  SUPPLEMENTAL INDENTURES

  
	
   

  	
   

  
	
  Section 7.1. Supplemental Indentures without Consent of Holders
  of Notes

  	
  26

  
	
  Section 7.2. Supplemental Indentures with Consent of Holders of
  Notes

  	
  26

  



 


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  ARTICLE VIII

  
	
  DEFEASANCE

  
	
   

  	
   

  
	
  Section 8.1. Covenant Defeasance

  	
  28

  
	
   

  	
   

  
	
  ARTICLE IX

  
	
  MISCELLANEOUS

  
	
   

  	
   

  
	
  Section 9.1. Execution as Supplemental Indenture

  	
  28

  
	
  Section 9.2. Not Responsible for Recitals or Issuance of Notes

  	
  28

  
	
  Section 9.3. Separability Clause

  	
  29

  
	
  Section 9.4. Successors and Assigns

  	
  29

  
	
  Section 9.5. Execution and Counterparts

  	
  29

  
	
  Section 9.6. Governing Law

  	
  29

  



 


ii

















 


This First Supplemental Indenture, dated as of September 29,
2010 (the “First Supplemental Indenture”),
among KKR Group Finance Co. LLC, a limited liability company duly organized and
existing under the laws of the State of Delaware, having its principal office
at 9 West 57th Street, Suite 4200, New York, New York
10019 (the “Company”), the
Guarantors party hereto and The Bank of New York Mellon Trust Company, N.A., as
Trustee under the Base Indenture (as hereinafter defined) and hereunder (the “Trustee”), supplements that certain
Indenture, dated as of September 29, 2010, among the Company, the
Guarantors named therein and the Trustee (the “Base Indenture” and subject to Section 1.3 hereof,
together with this First Supplemental Indenture, the “Indenture”).


 


RECITALS OF THE COMPANY


 


The Company and the Guarantors have heretofore
executed and delivered to the Trustee the Base Indenture providing for the
issuance from time to time of one or more series of the Company’s senior
unsecured debt securities (herein and in the Base Indenture called the “Securities”), the forms and terms of which
are to be determined as set forth in Sections 201 and 301 of the Base
Indenture, and the Guarantees thereof by the Guarantors; and


 


Section 901 of the Base Indenture provides,
among other things, that the Company, the Guarantors and the Trustee may enter
into indentures supplemental to the Base Indenture for, among other things, the
purposes of (a) establishing the form or terms of Securities of any series
as permitted by Sections 201 and 301 of the Base Indenture and (b) adding
to or changing any of the provisions to the Base Indenture in certain
circumstances;


 


The Company desires to create a series of
Securities designated as its “6.375% Senior Notes due 2020” pursuant to the
terms of this First Supplemental Indenture.


 


The Company has duly authorized the execution and
delivery of this First Supplemental Indenture and the Notes to be issued from
time to time, as provided for in the Indenture.


 


Each Guarantor has duly authorized its Guarantee of
the Notes and to provide therefor each Guarantor has duly authorized the
execution and delivery of this First Supplemental Indenture.


 


All things necessary have been done to make this
First Supplemental Indenture a valid and legally binding agreement of the
Company, in accordance with its terms and to make the Notes, when executed by
the Company and authenticated and delivered and under the Indenture and duly
issued by the Company, the valid and legally binding obligations of the Company.


 


1

















 


All things necessary have been done to make the
Guarantees, upon execution and delivery of this First Supplemental Indenture,
the valid and legally binding obligations of each Guarantor and to make this
First Supplemental Indenture a valid and legally binding agreement of each
Guarantor, in accordance with its terms.


 


ARTICLE I


ISSUANCE OF SECURITIES


 


Section 1.1. 
Issuance of Notes; Principal Amount;
Maturity; Title.


 


(1)        On
September 29, 2010, the Company shall issue and deliver to the Trustee,
and the Trustee shall authenticate, the Initial Notes substantially in the form
set forth in Section 3.2 below, in each case with such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by the Base Indenture and this First Supplemental Indenture, and with
such letters, numbers, or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with applicable tax
laws or the rules of any securities exchange or Depositary therefor or as
may, consistently herewith, be determined by the Officer executing such Notes,
as evidenced by the execution of such Notes.


 


(2)        The
Initial Notes to be issued pursuant to the Indenture shall be issued in the
aggregate principal amount of $500,000,000 and shall mature on September 29,
2020, unless the Notes are redeemed prior to that date as described in Section 5.1.  The aggregate principal amount of Initial
Notes Outstanding at any time may not exceed $500,000,000, except for Notes
issued, authenticated and delivered upon registration of transfer of, or in
exchange for, or in lieu of, other Notes of the series pursuant to Sections
304, 305, 306, 906 or 1107 of the Base Indenture and except for any Notes
which, pursuant to Section 303 of the Base Indenture, are deemed never to
have been authenticated and delivered. 
The Company may without the consent of the Holders, issue additional
Notes hereunder as part of the same series and on the same terms and conditions
(and having the same Guarantors) and with the same CUSIP numbers as the Initial
Notes, but may be offered at a different offering price or have a different
issue date, initial interest accrual or initial interest payment date (“Additional Notes”); provided that if any Additional Notes are
issued at a price that causes such Additional Notes to have “original issue
discount” within the meaning of Section 1273 of the United States Internal
Revenue Code of 1986, as amended, and regulations of the United States
Department of Treasury thereunder (the “Code”),
such Additional Notes shall not have the same CUSIP number as the Initial
Notes.


 


(3)        The
Notes shall be issued only in fully registered form without coupons in minimum
denominations of $2,000 and any integral multiple of $1,000 in excess thereof.


 


2

















 


(4)        Pursuant
to the terms hereof and Sections 201 and 301 of the Base Indenture, the Company
hereby creates a series of Securities designated as the “6.375% Senior Notes
due 2020” of the Company (as amended or supplemented from time to time, that
are issued under the Indenture, including both the Initial Notes and the
Additional Notes, if any, the “Notes”),
which Notes shall be deemed “Securities”
for all purposes under the Base Indenture.


 


Section 1.2. 
Interest.


 


(1)        Interest
on a Note will accrue at the per annum rate of 6.375% (the “Note Interest Rate”), from and including
the date specified on the face of such Note to, but excluding, the date on
which the principal thereof is paid, deemed paid, or made available for payment
and, in each case, will be paid on the basis of a 360-day year comprised of
twelve 30-day months.


 


(2)        The
Company shall pay interest on the Notes semi-annually in arrears on March 29
and September 29 of each year (each, an “Interest
Payment Date”), commencing March 29, 2011.


 


(3)        Interest
shall be paid on each Interest Payment Date to the registered Holders of the
Notes after the close of business on the Regular Record Date.


 


(4)        Amounts
due on the Stated Maturity or earlier Redemption Date of the Notes will be
payable at the Corporate Trust Office. 
The Company shall make payments of principal, premium, if any, and
interest or the Repurchase Price in connection with a Change of Control
Repurchase Event in respect of the Notes in book-entry form to DTC in
immediately available funds, while disbursement of such payments to owners of
beneficial interests in Notes in book-entry form will be made in accordance
with the procedures of DTC and its participants in effect from time to
time.  The Company may at any time
designate additional Paying Agents or rescind the designation of any Paying
Agent or approve a change in the office through which any Paying Agent acts,
except that the Company shall be required to maintain a Paying Agent in each
Place of Payment for the Notes.  Neither
the Company nor the Trustee shall impose any service charge for any transfer or
exchange of a Note.  However, the Company
may require Holders of the Notes to pay any taxes or other governmental charges
in connection with a transfer or exchange of Notes.


 


(5)        If
any Interest Payment Date, Stated Maturity, or earlier Redemption Date or
Repurchase Price Payment Date falls on a day that is not a Business Day in The
City of New York, the Company shall make the required payment of principal,
premium, if any, and/or interest or Repurchase Price in connection with a
Change of Control Repurchase Event on the next succeeding Business Day as if it
were made on the date payment was due, and no interest will accrue on the
amount so payable for the period from and after that Interest Payment Date,
Stated Maturity or earlier Redemption Date or Repurchase Price Payment Date, as
the case may be, to such next succeeding Business Day.


 


3

















 


Section 1.3. 
Relationship with Base Indenture.


 


The terms and provisions contained in the Base
Indenture will constitute, and are hereby expressly made, a part of this First
Supplemental Indenture.  However, to the
extent any provision of the Base Indenture conflicts with the express
provisions of this First Supplemental Indenture, the provisions of this First
Supplemental Indenture will govern and be controlling.


 


ARTICLE II


DEFINITIONS AND OTHER PROVISIONS OF GENERAL
APPLICATION


 


Section 2.1. 
Definitions.


 


For all purposes of this First Supplemental
Indenture (except as herein otherwise expressly provided or unless the context
of this First Supplemental Indenture otherwise requires):


 


(1)        any
reference to an “Article” or a “Section” refers to an Article or a
Section, as the case may be, of this First Supplemental Indenture;


 


(2)        the
words “herein,” “hereof” and “hereunder” and other words of similar import
refer to this First Supplemental Indenture as a whole and not to any particular
Article, Section or other subdivision;


 


(3)        “including”
means including without limitation;


 


(4)        unless
otherwise provided, references to agreements and other instruments shall be
deemed to include all amendments and other modifications to such agreements and
instruments, but only to the extent such amendments and other modifications are
not prohibited by the terms of this Indenture.


 


The terms defined in this Section 2.1 (except
as herein otherwise expressly provided or unless the context of this First
Supplemental Indenture otherwise requires) for all purposes of this First
Supplemental Indenture and of any indenture supplemental hereto have the
respective meanings specified in this Section 2.1.  All other terms used in this First
Supplemental Indenture that are defined in the Base Indenture, either directly
or by reference therein (except as herein otherwise expressly provided or
unless the context of this First Supplemental Indenture otherwise requires),
have the respective meanings assigned to such terms in the Base Indenture, as
in force at the date of this First Supplemental Indenture as originally
executed; provided that any term
that is defined in both the Base Indenture and this First Supplemental
Indenture shall have the meaning assigned to such term in this First
Supplemental Indenture.


 


“Additional Notes”
has the meaning specified in Section 1.1(2).


 


4

















 


“Applicable
Procedures” means, with respect to any transfer or transaction
involving a Global Security or beneficial interest therein, the rules and
procedures of DTC, Euroclear or Clearstream, in each case to the extent
applicable to such transaction and as in effect from time to time.


 


“Below Investment
Grade Rating Event” means the rating on the Notes is lowered in
respect of a Change of Control and the Notes are rated below Investment Grade
by both Rating Agencies on any date from the date of the public notice of an
arrangement that could result in a Change of Control until the end of the
60-day period following public notice of the occurrence of a Change of Control
(which period shall be extended until the ratings are announced if during such
60 day period the rating of the Notes is under publicly announced consideration
for possible downgrade by either of the Rating Agencies); provided that a Below Investment Grade
Rating Event otherwise arising by virtue of a particular reduction in rating
shall not be deemed to have occurred in respect of a particular Change of
Control (and thus shall not be deemed a Below Investment Grade Rating Event for
purposes of the definition of Change of Control Repurchase Event hereunder) if
the Rating Agencies making the reduction in rating to which this definition
would otherwise apply do not announce or publicly confirm or inform the Company
in writing at its request that the reduction was the result, in whole or in
part, of any event or circumstance comprised of or arising as a result of, or
in respect of, the applicable Change of Control (whether or not the applicable
Change of Control shall have occurred at the time of the Below Investment Grade
Rating Event).


 


“Change of
Control” means the occurrence of the following:


 


(1)                                  the direct or indirect sale, transfer, conveyance or other disposition
(other than by way of merger or consolidation), in one or a series of related
transactions, of all or substantially all of the combined assets of the Credit
Group taken as a whole to any “person” (as that term is used in Section 13(d)(3) of
the Exchange Act or any successor provision), other than to a Continuing KKR
Person; or


 


(2)                                  the consummation of any transaction (including, without limitation, any
merger or consolidation) the result of which is that any “person” (as that term
is used in Section 13(d)(3) of the Exchange Act or any successor
provision), other than a Continuing KKR Person, becomes the beneficial owner
(within the meaning of Rule 13d-3 under the Exchange Act or any successor
provision) of a majority of the controlling interests in (i) the
Partnership or (ii) one or more Guarantors that together hold all or
substantially all of the assets of the Credit Group taken as a whole.


 


“Change of
Control Offer” has the meaning specified in Section 6.2(1).


 


5

















 


“Change of
Control Repurchase Event” means the occurrence of a Change of
Control and a Below Investment Grade Rating Event.


 


“Clearstream”
means Clearstream Banking, S.A.


 


“Code”
has the meaning specified in Section 1.1(2).


 


“Commission”
means the Securities and Exchange Commission or any successor entity.


 


“Comparable
Treasury Issue” means the United States Treasury security or
securities selected by an Independent Investment Banker as having an actual or
interpolated maturity comparable to the remaining term of the Notes to be
redeemed that would be utilized, at the time of selection and in accordance
with customary financial practice, in pricing new issues of corporate debt
securities of a comparable maturity to the remaining term of such Notes.


 


“Comparable
Treasury Price” means, with respect to any Redemption Date, the
average of the Reference Treasury Dealer Quotations for such Redemption Date
or, if the Independent Investment Banker obtains only one Reference Treasury
Dealer Quotation, such Reference Treasury Dealer Quotation.


 


“Continuing KKR Person”
means, immediately prior to and immediately following any relevant date of
determination, (i) an individual who (a) is an executive of the KKR
Group, (b) devotes substantially all of his or her business and
professional time to the activities of the KKR Group and (c) did not
become an executive of the KKR Group or begin devoting substantially all of his
or her business and professional time to the activities of the KKR Group in
contemplation of a Change of Control, or (ii) any Person in which any one
or more of such individuals directly or indirectly, singly or as a group, holds
a majority of the controlling interests.


 


“Covenant
Defeasance” has the meaning specified in Section 8.1.


 


“DTC”
means The Depository Trust Company, a New York corporation.


 


“Euroclear”
means Euroclear Bank, S.A./N.V., as operator of the Euroclear system.


 


“Event of Default”
has the meaning specified in Section 4.1.


 


“Existing Indebtedness”
means indebtedness incurred under (x) the Credit Agreement dated as of February 26,
2008 among Kohlberg Kravis Roberts & Co. L.P., the other borrowers and
lenders party thereto, and HSBC Bank PLC, as administrative agent; (y) the
Revolving Credit Agreement dated as of June 11, 2007 among KKR PEI
Investments, L.P., as Borrower, the lenders party thereto, and Citibank, N.A.,
as administrative agent; and (z) the Revolving Credit Agreement dated as
of February 27, 2008 among KKR Capital Markets Holdings 


 


6

















 


L.P., as Borrower, the lenders party thereto, and
Mizuho Corporate Bank, Ltd., as administrative agent, and in the case of
each of clauses (x), (y) and (z) above, any amendments, supplements,
modifications, extensions, renewals, restatements or refundings thereof and any
indentures, notes, debentures or credit facilities or commercial paper
facilities that replace, refund or refinance any part of the loans, notes,
other credit facilities or commitments thereunder, including any such replacement,
refunding or refinancing facility or indenture that alters the maturity or
interest rate thereof, provided that
the aggregate principal amount of Existing Indebtedness outstanding at any one
time shall not exceed $2.425 billion.


 


“Fitch”
means Fitch Ratings Inc. or any successor thereto.


 


“Independent
Investment Banker” means one of the Reference Treasury Dealers
appointed by the Company from time to time.


 


“Initial Notes”
means Notes in an aggregate principal amount of up to $500,000,000 initially
issued under this First Supplemental Indenture in accordance with Section 1.1(2).


 


“Interest Payment
Date” has the meaning specified in Section 1.2(2).


 


“Investment Grade”
means a rating of BBB- or better by Fitch (or its equivalent under any
successor rating categories of Fitch) and BBB- or better by S&P (or its
equivalent under any successor rating categories of S&P) (or, in each case,
if such Rating Agency ceases to rate the Notes of either series for reasons
outside of the Company’s control, the equivalent investment grade credit rating
from any Rating Agency selected by the Company as a replacement Rating Agency).


 


“KKR Group”
means the KKR Group Partnerships, the direct and indirect parents (including,
without limitation, general partners) of the KKR Group Partnerships (the “Parent Entities”), any direct or indirect subsidiaries of
the Parent Entities or the KKR Group Partnerships, the general partner or
similar controlling entities of any investment or vehicle that is managed,
advised or sponsored by the KKR Group (“KKR Fund”) and
any other entity through which any of the foregoing directly or indirectly
conduct its business, but shall exclude any company in which a KKR Fund has an
investment.


 


“KKR Group Partnerships”
means KKR Management Holdings L.P., a Delaware limited partnership, and KKR
Fund Holdings L.P., a Cayman Islands limited partnership, together.


 


“Maturity Date”
means September 29, 2020.


 


“Note Interest
Rate” has the meaning specified in Section 1.2(1).


 


“Notes”
has the meaning specified in Section 1.1(4).


 


7
















 


“Permitted Liens”
means (a) liens on voting stock or profit participating equity interests
of any Subsidiary existing at the time such entity becomes a direct or indirect
Subsidiary of the Partnership or is merged into a direct or indirect Subsidiary
of the Partnership (provided such
liens are not created or incurred in connection with such transaction and do
not extend to any other Subsidiary), (b) statutory liens, liens for taxes
or assessments or governmental liens not yet due or delinquent or which can be
paid without penalty or are being contested in good faith, (c) other liens
of a similar nature as those described in subclauses (a) and (b) above,
and (d) liens granted under Existing Indebtedness.


 


“Rating Agency”
means:


 


(1)                                 each of Fitch and S&P; and


 


(2)                                 if either of Fitch or S&P ceases to rate the Notes or fails to make
a rating of the Notes publicly available for reasons outside of the Company’s
control, a “nationally recognized statistical rating organization” within the
meaning of Section 3(a)(62) of the Exchange Act selected by the Company as
a replacement agency for Fitch or S&P, or both, as the case may be.


 


“Reference
Treasury Dealer” means each of Citigroup Global Markets Inc.,
Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated or
their respective affiliates which are primary U.S. Government securities
dealers, and their respective successors; provided that
if Citigroup Global Markets Inc., Goldman, Sachs & Co. or Morgan
Stanley & Co. or their respective affiliates shall cease to be a
primary U.S. Government securities dealer in The City of New York (a “Primary Treasury Dealer”), the Company
shall substitute therefor another Primary Treasury Dealer.


 


“Reference
Treasury Dealer Quotations” means, with respect to each Reference
Treasury Dealer and any Redemption Date, the average, as determined by the
Independent Investment Banker, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Independent Investment Banker by such Reference
Treasury Dealer at 3:30 p.m. New York time on the third business day
preceding such Redemption Date.


 


“Registrar”
means the Security Registrar for the Notes, which shall initially be The Bank
of New York Mellon Trust Company, N.A., or any successor entity thereof,
subject to replacement as set forth in the Base Indenture.


 


“Regular Record
Date” for interest payable in respect of any Note on any Interest
Payment Date means the day that is 15 days prior to the relevant Interest
Payment Date (whether or not a Business Day).


 


“Repurchase Price”
has the meaning specified in Section 6.2(1).


 


8

















 


“Repurchase Price
Payment Date” has the meaning specified in Section 6.2(3)(iii).


 


“S&P”
means Standard & Poor’s Financial Services LLC, a subsidiary of The
McGraw-Hill Companies, Inc., or any successor thereto.


 


“Treasury Rate”
means, with respect to any Redemption Date, the rate per annum equal to the
semiannual equivalent yield to maturity or interpolated (on a day count basis)
of the Comparable Treasury Issue, assuming a price for the Comparable Treasury
Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such Redemption Date.


 


ARTICLE III


SECURITY FORMS


 


Section 3.1. 
Form Generally.


 


(1)        The
Notes shall be in substantially the form set forth in Section 3.2 of this Article III,
with such appropriate insertions, omissions, substitutions and other variations
as are required or permitted by the Base Indenture and this First Supplemental
Indenture, and may have such letters, numbers or other marks of identification
and such legends or endorsements placed thereon as may be required to comply
with applicable tax laws or the rules of any securities exchange or
Depositary therefor or as may, consistent herewith, be determined by the
Officer executing such Notes, as evidenced by the execution thereof.  All Notes shall be in fully registered form.


 


(2)        The
Notes shall be printed, lithographed or engraved on steel engraved borders or
may be produced in any other manner, all as determined by the Officer of the
Company executing such Notes, as evidenced by the execution of such Notes.


 


(3)        Upon
their original issuance, the Notes shall be issued in the form of one or more
Global Securities in definitive, fully registered form without interest
coupons.  Each such Global Security shall
be duly executed by the Company, authenticated and delivered by the Trustee and
shall be registered in the name of DTC, as Depositary, or its nominee, and
deposited with the Trustee, as custodian for DTC.  Beneficial interests in the Global Securities
will be shown on, and transfers will only be made through, the records
maintained by DTC and its participants, including Clearstream and the Euroclear
System.


 


9

















 


Section 3.2. 
Form of Note.


 


[FORM OF FACE OF NOTE]


 


[THE FOLLOWING LEGEND SHALL APPEAR ON THE FACE OF
EACH GLOBAL SECURITY SOLD PURSUANT TO RULE 144A UNDER THE SECURITIES ACT:


 


THIS SECURITY (INCLUDING THE RELATED GUARANTEES)
HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.  NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION
HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED
OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH
TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.  THE HOLDER OF THIS SECURITY, BY ITS
ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR
ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE
TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION
DATE”) THAT IS ONE YEAR AFTER THE LATER OF THE ISSUE DATE HEREOF OR ANY OTHER
ISSUE DATE IN RESPECT OF A FURTHER ISSUANCE OF SECURITIES OF THE SAME SERIES
AND THE LAST DATE ON WHICH KKR GROUP FINANCE CO. LLC OR ANY AFFILIATE OF KKR
GROUP FINANCE CO. LLC WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF
SUCH SECURITY), ONLY (A) TO KKR GROUP FINANCE CO. LLC, KKR & CO.
L.P., KKR MANAGEMENT HOLDINGS L.P. OR KKR FUND HOLDINGS L.P. OR ANY SUBSIDIARY
THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED
EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE
ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”),
TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS
DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS
BEING MADE IN RELIANCE ON RULE 144A IN A TRANSACTION MEETING THE REQUIREMENTS
OF


 


10

















 


RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO
NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF
REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL “ACCREDITED
INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER
THE SECURITIES ACT THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER AND THAT IS
PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER INSTITUTIONAL
ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE
SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR
OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE
SECURITIES ACT OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO KKR GROUP FINANCE
CO. LLC’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER
PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN
OPINION OF COUNSEL, CERTIFICATION AND/ OR OTHER INFORMATION SATISFACTORY TO
EACH OF THEM.  THIS LEGEND WILL BE
REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION
DATE.]


 


[THE FOLLOWING LEGEND SHALL APPEAR ON THE FACE OF
EACH GLOBAL SECURITY SOLD PURSUANT TO REGULATION S UNDER THE SECURITIES ACT:


 


THIS SECURITY (INCLUDING THE RELATED GUARANTEES)
HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.  NEITHER THIS SECURITY NOR ANY INTEREST OR
PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED,
PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH
REGISTRATION.  THE HOLDER OF THIS SECURITY,
BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY
INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR
OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION


 


11

















 


TERMINATION DATE”) THAT IS 40 DAYS AFTER THE LATER
OF THE ISSUE DATE HEREOF OR ANY OTHER ISSUE DATE IN RESPECT OF A FURTHER
ISSUANCE OF SECURITIES OF THE SAME SERIES AND THE LAST DATE ON WHICH KKR GROUP
FINANCE CO. LLC OR ANY AFFILIATE OF KKR GROUP FINANCE CO. LLC WAS THE OWNER OF
THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO KKR GROUP
FINANCE CO. LLC, KKR & CO. L.P., KKR MANAGEMENT HOLDINGS L.P. OR KKR
FUND HOLDINGS L.P. OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A
REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO
RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY
BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT
PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER TO WHOM MEETING THE REQUIREMENTS OF RULE 144A, (D) PURSUANT TO
OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES
WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN
INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR
(7) UNDER THE SECURITIES ACT THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER
AND THAT IS PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER
INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL
AMOUNT OF THE SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A
VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION
OF THE SECURITIES ACT OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO KKR GROUP
FINANCE CO. LLC’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR
TRANSFER PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY
OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY
TO EACH OF THEM.  THIS LEGEND WILL BE
REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION
DATE.  BY ITS ACQUISITION HEREOF, THE
HOLDER HEREOF REPRESENTS THAT IT IS NOT A


 


12

















 


U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF
A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN
ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.


 


[THE FOLLOWING LEGEND SHALL APPEAR ON THE FACE OF
EACH GLOBAL SECURITY:


 


THIS SECURITY IS A GLOBAL SECURITY WITHIN THE
MEANING OF THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.  TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED
TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO THE DEPOSITORY TRUST COMPANY (“DTC”)
OR ITS NOMINEE OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND
TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO
ON THE REVERSE HEREOF.].


 


[THE FOLLOWING LEGEND SHALL APPEAR ON THE FACE OF
EACH GLOBAL SECURITY FOR WHICH DTC IS TO BE THE DEPOSITARY:


 


UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC TO THE COMPANY OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.]


 


KKR GROUP FINANCE CO. LLC


 


6.375% SENIOR NOTE DUE 2020


 


	
  No.

  	
   

  	
  Principal Amount
  (US)$          +

  
	
  CUSIP NO.

  	
   

  	
   

  



 


13

















 


KKR Group Finance Co. LLC, a limited liability
company duly organized and existing under the laws of the State of Delaware
(herein called the “Company”,
which term includes any successor Person under the First Supplemental Indenture
referred to on the reverse hereof), for value received, hereby promises to pay
to Cede & Co., or registered assigns, the principal sum of
                  
United States Dollars
(U.S.$                  )
on September 29, 2020 and to pay interest thereon, from September 29,
2010, or from the most recent Interest Payment Date to which interest has been
paid or duly provided for to but excluding the next Interest Payment Date,
which shall be March 29 and September 29 of each year, commencing March 29,
2011, at the per annum rate of 6.375%, or as such rate may be adjusted pursuant
to the terms hereof, per annum (the “Note
Interest Rate”), until the principal hereof is paid or made
available for payment.


 


The interest so payable, and punctually paid or
duly provided for, on any Interest Payment Date will, as provided in the First
Supplemental Indenture, be paid to the Person in whose name this Note is
registered at the close of business on the Regular Record Date for such
interest, which shall be the day that is 15 days prior to the relevant Interest
Payment Date (whether or not a Business Day). 
Except as otherwise provided in the First Supplemental Indenture, any
such interest not so punctually paid or duly provided for will forthwith cease
to be payable to the Holder on such Regular Record Date and may either be paid
to the Person in whose name this Note is registered at the close of business on
a Special Record Date for the payment of such Defaulted Interest to be fixed by
the Trustee, notice of which shall be given to Holders of Notes not less than
10 days prior to the Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which such Notes may be listed, all as more fully provided in the First
Supplemental Indenture.  Interest will be
computed on the basis of a 360-day year comprised of twelve 30-day months.


 


Payment of principal of, and premium, if any, and
interest on this Note and the Repurchase Price in connection with a Change of
Control Repurchase Event will be made at the Corporate Trust Office, in such
coin or currency of the United States of America as at the time of payment
shall be legal tender for the payment of public and private debts.  With respect to Global Securities, the
Company will make such payments by wire transfer of immediately available funds
to DTC, or its nominee, as registered owner of the Global Securities.  With respect to certificated Notes, the
Company will make such payments by wire transfer of immediately available funds
to a United States Dollar account maintained in New York, New York to each
Holder of an aggregate principal amount of Notes in excess of U.S. $5,000,000
that has furnished wire instructions in writing to the Trustee no later than 15
days prior to the relevant payment date. 
If a Holder of a certificated Note (i) does not furnish such wire
instructions as provided in the preceding sentence or (ii) holds U.S.
$5,000,000 or less aggregate principal amount of Notes, the Company will make
such payments by mailing a check to such Holder’s registered address.


 


14

















 


Reference is hereby made to the further provisions
of this Note set forth on the reverse hereof, which further provisions shall
for all purposes have the same effect as if set forth at this place.


 


Unless the certificate of authentication hereon has
been executed by the Trustee referred to on the reverse hereof by manual
signature, this Note shall not be entitled to any benefit under the Indenture
or be valid or obligatory for any purpose.


 


15

















 


IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed.


 


 


	
   

  	
  KKR GROUP FINANCE CO. LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  KKR Management Holdings Corp.,

  its managing member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  	
   

  



 


16

















 


CERTIFICATE OF
AUTHENTICATION


 


This is one of the Securities of the series
designated therein referred to in the within-mentioned Indenture.


 


	
  Dated:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  THE BANK OF NEW YORK MELLON
  TRUST COMPANY, N.A., as Trustee

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  	
   

  



 


17
















 


[FORM OF REVERSE OF NOTE]


 


1.  Indenture. 
This Note is one of a duly authorized issue of securities of the Company
designated as its “6.375% Senior Notes due 2020” (herein called the “Notes”), issued under a First Supplemental
Indenture, dated as of September 29, 2010 (the “First Supplemental Indenture”), to an indenture, dated as of
September 29, 2010 (as it may be amended or supplemented from time to time
in accordance with the terms thereof, the “Base
Indenture” and herein with the First Supplemental Indenture,
collectively, the “Indenture”),
among the Company, the Guarantors and The Bank of New York Mellon Trust
Company, N.A., as Trustee (herein called the “Trustee,” which term includes any successor
trustee under the Indenture), to which reference is hereby made for a statement
of the respective rights, limitations of rights, duties and immunities
thereunder of the Company, the Guarantors, the Trustee and the Holders of the
Notes and of the terms upon which the Notes are, and are to be, authenticated and
delivered.  The aggregate principal
amount of Initial Notes Outstanding at any time may not exceed $500,000,000 in
aggregate principal amount, except for, or in lieu of, other Notes of the
series pursuant to Sections 304, 305, 306, 906 or 1107 of the Base Indenture
and except for any Notes which, pursuant to Section 303 of the Base
Indenture, are deemed never to have been authenticated and delivered.  The First Supplemental Indenture pursuant to
which this Note is issued provides that Additional Notes may be issued
thereunder.


 


All terms used in this Note which are defined in
the Indenture shall have the meanings assigned to them in the Indenture.  In the event of a conflict or inconsistency
between this Note and the Indenture, the provisions of the Indenture shall
govern.


 


2.  Optional Redemption.  At any time prior to Maturity, the Company
may at its option redeem all or a part of the Notes upon not more than 60 nor
less than 30 days prior notice, at a redemption price in cash equal to the
greater of (i) 100% of the aggregate principal amount of any Notes being
redeemed and (ii) the sum of the present values of the remaining scheduled
payments of principal of and interest on the Notes to be redeemed (exclusive of
interest accrued to the Redemption Date) discounted to the Redemption Date on a
semiannual basis (assuming a 360-day year consisting of twelve 30-day months)
at the Treasury Rate plus 50 basis points, plus in each case accrued and unpaid
interest thereon to, but excluding, the Redemption Date.


 


3.  Change of Control Repurchase Event.  In the event of a Change of Control
Repurchase Event, unless the Company has exercised its option to redeem the
Notes, the Company will make an offer to each Holder of Notes to repurchase all
or any part of that Holder’s Notes at a repurchase price in cash equal to 101%
of the aggregate principal amount of the Notes, plus any accrued and unpaid
interest, if any, pursuant to the provisions of Section 6.3 of the First
Supplemental Indenture.


 


18

















 


4.  Global Security.  If this Note is a Global Security, then, in
the event of a deposit or withdrawal of an interest in this Note, including an
exchange, transfer, redemption, repurchase or conversion of this Note in part
only, the Trustee, as custodian of the Depositary, shall make an adjustment on
its records to reflect such deposit or withdrawal in accordance with the
Applicable Procedures.


 


5.  Defaults and Remedies.  If an Event of Default shall occur and be
continuing, the principal of all the Notes may be declared due and payable in
the manner and with the effect provided in the Indenture.  Upon payment of the amount of principal so
declared due and payable, all obligations of the Company in respect of the
payment of the principal of and interest on the Notes shall terminate.


 


No Holder of Notes shall have any right to
institute any proceeding, judicial or otherwise, with respect to the Indenture,
or for the appointment of a receiver, assignee, trustee, liquidator or sequestrator
(or similar official) or for any other remedy hereunder (except actions for
payment of overdue principal of, and premium, if any, or interest on such Notes
in accordance with its terms), unless (i) such Holder has previously given
written notice to the Trustee of a continuing Event of Default, specifying an
Event of Default, as required under the Indenture; (ii) the Holders of not
less than 25% in aggregate principal amount of the Outstanding Notes shall have
made written request to the Trustee to institute proceedings in respect of such
Event of Default in its own name as Trustee under the Indenture; (iii) such
Holder or Holders have offered to the Trustee indemnity reasonably satisfactory
to it against the costs, expenses and liabilities to be incurred in compliance
with such request; (iv) the Trustee has failed to institute any such
proceeding for 60 days after its receipt of such notice, request and offer of
indemnity; and (v) no direction inconsistent with such written request has
been given to the Trustee during such 60-day period by the Holders of a
majority in aggregate principal amount of the Outstanding Notes, it being
understood and intended that no one or more of such Holders shall have any
right in any manner whatever by virtue of, or by availing of, any provision of
the Indenture to affect, disturb or prejudice the rights of any other of such
Holders, or to obtain or to seek to obtain priority or preference over any
other of such Holders or to enforce any right under the Indenture, except in
the manner provided in the Indenture and for the equal and ratable benefit of
all of such Holders.


 


The foregoing shall not apply to any suit
instituted by the Holder of this Note for the enforcement of any payment of
principal of, and premium, if any, or interest hereon, on or after the
respective due dates expressed herein.


 


6.  Amendment, Supplement and Waiver.  The Indenture permits, with certain
exceptions as therein provided, the amendment thereof and the modification of
the rights and obligations of the Company and the rights of the Holders of the
Notes under the Indenture at any time by the Company and the Trustee with the
written consent of the Holders of at least a majority in aggregate principal
amount of the Outstanding Notes.  The
Indenture also contains 


 


19

















 


provisions permitting the Holders of specified
percentages in aggregate principal amount of the Outstanding Notes, on behalf
of the Holders of all the Notes, to waive compliance by the Company with
certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences.  Any
such consent or waiver by the Holder of this Note shall be conclusive and
binding upon such Holder and upon all future Holders of this Note and of any
Note issued upon the registration of transfer hereof or in exchange herefor or
in lieu hereof whether or not notation of such consent or waiver is made upon
this Note or such other Note.  Certain
modifications or amendments to the Indenture require the consent of the Holder
of each Outstanding Note affected.


 


No reference herein to the Indenture and no
provision of this Note or of the Indenture shall alter or impair (without the
consent of the Holder hereof) the obligation of the Company, which is absolute
and unconditional, to pay the principal of, premium, if any, and interest on
this Note at the times, places and rate, and in the coin or currency, herein
prescribed.


 


7.             Registration and Transfer.  As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Note is registerable on the
Security Register.  Upon surrender for
registration of transfer of this Note at the office or agency of the Company in
a Place of Payment, the Company shall execute, and the Trustee shall
authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Notes of any authorized denominations and of like
tenor and principal amount.  As provided
in the Indenture and subject to certain limitations therein set forth, at the
option of the Holder, this Note may be exchanged for one or more new Notes of
any authorized denominations and of like tenor and principal amount, upon
surrender of this Note at such office or agency.  Upon such surrender by the Holder, the
Company shall execute, and the Trustee shall authenticate and deliver, in the
name of the designated transferee or transferees, one or more new Notes of any
authorized denominations and of like tenor and principal amount.  Every Note presented or surrendered for
registration of transfer or for exchange shall be duly endorsed (if so required
by the Company or the Trustee), or be accompanied by a written instrument of
transfer in form satisfactory to the Company and the Security Registrar duly
executed, by the Holder thereof or such Holder’s attorney duly authorized in
writing.  No service charge shall be made
for any such registration of transfer or exchange, but the Company may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection therewith.


 


Prior to due presentment of this Note for
registration of transfer, the Company, the Guarantors, the Trustee and any
agent of the Company, a Guarantor or the Trustee may treat the Person in whose
name such Note is registered as the owner thereof for all purposes, whether or
not such Note be overdue, and neither the Company, the Guarantors, the Trustee
nor any agent of the Company, a Guarantor or the Trustee shall be affected by
notice to the contrary.


 


20

















 


8.             Guarantee. 
As expressly set forth in the Base Indenture, payment of this Note is
jointly and severally and fully and unconditionally guaranteed by the
Guarantors that have become and continue to be Guarantors pursuant to the
Indenture.  Guarantors may be released
from their obligations under the Indenture and their Guarantees under the
circumstances specified in the Base Indenture.


 


9.             Governing Law.  THE INDENTURE, THIS SECURITY AND THE GUARANTEES
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE
OF NEW YORK.


 


ABBREVIATIONS


 


The following abbreviations, when used in the
inscription of the face of this Note, shall be construed as though they were
written out in full according to applicable laws or regulations:


 


TEN COM (= tenant in common)


TEN ENT (= tenants by the entireties (Cust))


JT TEN (= joint tenants with right of survivorship
and not as tenants in common)


UNIF GIFT MIN ACT (= under Uniform Gifts to Minors
Act )


 


Additional abbreviations may also be used though
not in the above list.


 


ARTICLE IV


REMEDIES


 


Section 4.1. 
Events of Default.


 


“Event of Default”
means, wherever used herein with respect to the Notes, any one of the following
events (whatever the reason for such Event of Default and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of
any administrative or governmental body):


 


(1)        an
Event of Default pursuant to Section 501 of the Base Indenture; or


 


(2)        the
Company’s failure to pay the Repurchase Price when due in connection with a
Change of Control Repurchase Event.


 


Section 4.2. 
Waiver of Past Defaults.


 


Section 512 of the Base Indenture shall not
apply to the Notes, and, with respect to the Notes, any reference to Section 512
in the Base Indenture shall instead be deemed to refer to this Section 4.2.


 


21

















 


The Holders of not less than a majority in
aggregate principal amount of the Outstanding Notes may on behalf of the
Holders of all the Notes waive any past Default hereunder with respect to the
Notes and its consequences, except a default


 


(1)        in
the payment of the principal of or premium, if any, or interest on any Note or
the Repurchase Price in connection with a Change of Control Repurchase Event;
or


 


(2)        in
respect of a covenant or provision hereof or of the Base Indenture which under Article VII
hereof or under Article IX of the Base Indenture cannot be modified or
amended without the consent of the Holder of each Outstanding Note affected,


 


provided that there had been paid or deposited with the Trustee a sum sufficient to
pay all amounts due to the Trustee and to reimburse the Trustee for any and all
fees, expenses and disbursements advanced by the Trustee, its agents and its
counsel incurred in connection with such default or Event of Default.


 


Upon any such waiver, such Default shall cease to
exist, and any Event of Default arising therefrom shall be deemed to have been
cured, for every purpose of this First Supplemental Indenture, but no such
waiver shall extend to any subsequent or other Default or impair any right
consequent thereon.


 


ARTICLE V


REDEMPTION OF SECURITIES


 


Section 5.1. 
Optional Redemption.


 


The Notes will be redeemable in whole or in part,
at the Company’s option at any time and from time to time, at a Redemption
Price equal to the greater of (i) 100% of the aggregate principal amount
of any Notes being redeemed and (ii) the sum of the present values of the
remaining scheduled payments of principal and interest on any Notes being
redeemed (exclusive of interest accrued to the Redemption Date) discounted to
the Redemption Date on a semiannual basis (assuming a 360-day year consisting
of twelve 30-day months) at the Treasury Rate plus 50 basis points, plus in
each case accrued and unpaid interest thereon to, but excluding, the Redemption
Date.


 


ARTICLE VI


PARTICULAR COVENANTS


 


Section 6.1. 
Liens.


 


The Credit Parties shall not create, assume, incur
or guarantee any indebtedness for money borrowed that is secured by a pledge,
mortgage, lien or


 


22

















 


other encumbrance (other than Permitted Liens) on
any voting stock or profit participating equity interests of their respective
Subsidiaries (to the extent of their ownership of such voting stock or profit
participating equity interests) or any entity that succeeds (whether by merger,
consolidation, sale of assets or otherwise) to all or any substantial part of
the business of any of such Subsidiaries, without providing that the Notes
(together with, if the Credit Parties shall so determine, any other
indebtedness of, or guarantee by, the Credit Parties ranking equally with the Notes
and existing as of the closing of the offering of the Notes or thereafter
created) will be secured equally and ratably with or prior to all other
indebtedness secured by such pledge, mortgage, lien or other encumbrance on the
voting stock or profit participating equity interests of any such
entities.  This Section 6.1 shall
not limit the ability of the Credit Parties to incur indebtedness or other
obligations secured by liens on assets other than the voting stock or profit
participating equity interests of their respective Subsidiaries.


 


Section 6.2. 
Obligation to Offer to Repurchase
Upon a Change of Control Repurchase Event.


 


(1)        If
a Change of Control Repurchase Event occurs, unless the Company has exercised
its option to redeem the Notes pursuant to Article V, the Company shall
make an offer to each Holder of Notes to repurchase all or any part of that
Holder’s Notes (the “Change of Control Offer”)
at a repurchase price in cash equal to 101% of the aggregate principal amount
of Notes repurchased plus any accrued and unpaid interest on the Notes
repurchased to, but excluding, the date of purchase (the “Repurchase Price”).


 


(2)        In
connection with any Change of Control related to a Change of Control Repurchase
Event and any particular reduction in the rating on the Notes, the Company
shall request from the Rating Agencies each such Rating Agency’s written
confirmation that such reduction in the rating on the Notes was the result, in
whole or in part, of any event or circumstance comprised of or arising as a
result of, or in respect of, the applicable Change of Control (whether or not
the applicable Change of Control shall have occurred at the time of any Below
Investment Grade Rating Event).  The
Company shall promptly certify to the Trustee as to whether or not such
confirmation has been received or denied.


 


(3)        Within
30 days following any Change of Control Repurchase Event or, at the Company’s
option, prior to any Change of Control, but after the public announcement of
the Change of Control, the Company shall give notice to each Holder of Notes,
with a written copy to the Trustee.  Such
notice shall state:


 


(i)            a description of the transaction or
transactions that constitute or may constitute the Change of Control Repurchase
Event;


 


(ii)           that the Change of Control Offer is
being made pursuant to this Section 6.2;


 


23

















 


(iii)          the Repurchase Price and the date on
which the Repurchase Price will be paid, which date shall be a Business Day
that is no earlier than 30 days and no later than 60 days from the date such
notice is mailed, other than as may be required by law (the “Repurchase Price Payment Date”); and


 


(iv)          if the notice is given prior to the
date of consummation of the Change of Control, a statement that the offer to
purchase is conditioned on the Change of Control Repurchase Event occurring on
or prior to the payment date specified in the notice.


 


(4)        The
Company shall comply with the requirements of Rule 14e-1 under the
Exchange Act of and any other securities laws and regulations thereunder to the
extent those laws and regulations are applicable in connection with the
repurchase of the Notes as a result of a Change of Control Repurchase
Event.  To the extent that the provisions
of any securities laws or regulations conflict with the Change of Control
Repurchase Event provisions of the Notes, the Company shall comply with the
applicable securities laws and regulations and shall not be deemed to have
breached its obligations under the Change of Control Repurchase Event
provisions of the Notes by virtue of such conflict.


 


(5)        On
the Repurchase Price Payment Date, the Company shall, to the extent lawful:


 


(i)            accept for payment all Notes or
portions of Notes properly tendered pursuant to the Change of Control Offer;


 


(ii)           deposit with the Paying Agent an
amount equal to the Repurchase Price in respect of all Notes or portions of
Notes properly tendered; and


 


(iii)          deliver or cause to be delivered to
the Trustee the Notes properly accepted together with an Officers’ Certificate
stating the aggregate principal amount of Notes or portions of Notes being
purchased.


 


The Paying Agent shall promptly mail to each Holder
of Notes properly tendered the Repurchase Price for such Notes, and the Trustee
shall promptly authenticate and mail (or cause to be transferred by book-entry)
to each Holder of Notes properly tendered a new Note equal in principal amount
to any unpurchased portion of any Notes surrendered; provided that each new Note will be in a principal amount of
$2,000 or any integral multiple of $1,000 in excess thereof.


 


(6)        Notwithstanding
the foregoing, the Company shall not be required to make an offer to repurchase
the Notes upon a Change of Control Repurchase Event if (i) a third party
makes such an offer in respect of the Notes in the manner, at the times and
otherwise in compliance with the requirements for an offer made by the Company
and such third party purchases all the Notes properly tendered and not
withdrawn under its offer or (ii) the Company has given written notice of


 


24

















 


a redemption as provided under Section 1104 of
the Base Indenture; provided that
the Company has not failed to pay the Redemption Price on the Redemption Date.


 


Section 6.3.  Financial
Reports


 


Section 704 of the Base Indenture shall apply
to the reports, information, and documents delivered under this Section 6.3.


 


(1)        For
so long as the Partnership is subject to the reporting requirements of Section 13
or 15(d) of the Exchange Act, the Company shall provide (or cause its
Affiliates to provide) to the Trustee, unless available on the Commission’s
Electronic Data Gathering, Analysis and Retrieval System (or successor system),
within 15 days after the Partnership files the same with the Commission, copies
of the annual reports and of the information, documents and other reports (or
copies of such portions of any of the foregoing as the Commission may from time
to time by rules and regulations prescribe) which the Partnership may file
with the Commission pursuant to Section 13 or Section 15(d) of
the Exchange Act.  The Trustee may
conclusively presume, and shall incur no liability in such presumption, that
the Partnership has not filed any such reports, information, documents and
other reports with the Commission that are not available on the Commission’s
Electronic Data Gathering, Analysis and Retrieval System (or successor system)
unless and until it shall have received written notice from the Company to the
contrary.


 


(2)        For
so long as any of the Notes remain Outstanding, the Company shall, or shall
cause its Affiliates to, furnish to the Holders of the Notes and prospective
investors, upon their request, the information required to be delivered
pursuant to Rule 144A(d)(4) under the Securities Act for the Company
and, unless available on the Commission’s Electronic Data Gathering, Analysis
and Retrieval System (or successor system), for the Partnership (as if such rule applied
to it); provided, however, that if any time the Partnership
no longer directly or indirectly controls the Credit Parties or guarantees the
Notes, such information shall be provided for either (i) the Credit
Parties on a combined and consolidated basis and taken as a whole or (ii) any
Person that directly or indirectly controls the Credit Parties and guarantees
the Notes (in each case, as if such rule applied to such Persons).  The Company shall, or shall cause its
Affiliates to, make the above information and reports available to securities
analysts and prospective investors upon request.


 


(3)        Delivery
of such reports, information and documents to the Trustee shall be for
informational purposes only and the Trustee’s receipt of such shall not
constitute constructive notice of any information contained therein or determinable
from information contained therein, including the Company’s compliance with any
of the covenants contained in the Indenture (as to which the Trustee will be
entitled to conclusively rely upon an Officer’s Certificate). The Trustee shall
have no obligation to determine if and when the Company’s information is
available on the Commission’s Electronic Data Gathering, Analysis 


 


25

















 


and Retrieval System (or successor system) and the
Trustee shall have no obligation to obtain any reports that are posted on the
Commission’s Electronic Data Gathering, Analysis and Retrieval System (or
successor system).


 


ARTICLE VII


SUPPLEMENTAL INDENTURES


 


Section 7.1. 
Supplemental Indentures without
Consent of Holders of Notes.


 


For the purposes of the Base Indenture and this
First Supplemental Indenture, no amendment to cure any ambiguity, defect or
inconsistency in this First Supplemental Indenture, the Base Indenture or the
Notes made solely to conform this First Supplemental Indenture, the Base
Indenture or the Notes to the Description of the Notes contained in the Company’s
offering memorandum dated September 22, 2010, to the extent that such
provision in the Description of the Notes was intended to be a verbatim
recitation of a provision of this First Supplemental Indenture, the Base
Indenture or the Notes, shall be deemed to adversely affect the interests of
the Holders of any Notes.


 


Section 7.2. 
Supplemental Indentures with Consent
of Holders of Notes.


 


Section 902 of the Base Indenture shall not
apply to the Notes, and, with respect to the Notes, any reference to Section 902
in the Base Indenture shall instead be deemed to refer to this Section 7.2.


 


With the consent of the Holders of not less than a
majority in aggregate principal amount of the Outstanding Notes affected by
such supplemental indenture (including consents obtained in connection with a
tender offer or exchange for the Notes), by Act of said Holders delivered to
the Company, the Guarantors and the Trustee, the Company, the Guarantors and
the Trustee may enter into an indenture or indentures supplemental hereto for
the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of the Indenture or of modifying in any manner
the rights of the Holders of such Notes under the Indenture; provided, however, no
such supplemental indenture shall, without the consent of the Holder of each
Outstanding Note affected thereby:


 


(1)        change
the Stated Maturity of the principal of, or any installment of principal of or
interest on, any Note;


 


(2)        reduce
the principal amount of any Note which would be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 503
of the Base Indenture, or reduce the rate of or extend the time of payment of
interest on any Note;


 


26

















 


(3)        reduce
the Repurchase Price in connection with a Change of Control Repurchase Event;


 


(4)        reduce
any premium payable upon the redemption of or change the date on which any Note
may or must be redeemed;


 


(5)        change
the coin or currency in which the principal of or premium, if any, or interest
on any Note is payable;


 


(6)        impair
the right of any Holder to institute suit for the enforcement of any such
payment on or after the Stated Maturity thereof (or, in the case of redemption,
on or after the Redemption Date);


 


(7)        reduce
the percentage in principal amount of the Outstanding Notes the consent of
whose Holders is required for modification or amendment of this First
Supplemental Indenture or the Base Indenture or the consent of whose Holders is
required for any waiver (of compliance with certain provisions of the Base
Indenture or this First Supplemental Indenture or certain defaults thereunder
and hereunder and their consequences) provided for in the Base Indenture and
this First Supplemental Indenture;


 


(8)        modify
any of the provisions of this Section 7.2 or Section 512 or Section 1005
of the Base Indenture, except to increase any such percentage or to provide
that certain other provisions of this First Supplemental Indenture cannot be
modified or waived without the consent of the Holder of each Outstanding Note
affected thereby; provided, however,
that this clause shall not be deemed to require the consent of any Holder with
respect to changes in the references to “the Trustee” and concomitant changes
in this Section 902 and Section 1005 of the Base Indenture, or the
deletion of this proviso, in accordance with the requirements of Sections 611
and 901(7) of the Base Indenture;


 


(9)        subordinate
the Notes or any Guarantee of a Guarantor in respect thereof to any other
obligation of the Company or such Guarantor;


 


(10)     modify
the terms of any Guarantee in a manner adverse to the Holders of the Notes; or


 


(11)     modify
clauses (1) through (10) above.


 


It shall not be necessary for any Act of Holders
under this Section 7.2 to approve the particular form of any proposed
supplemental indenture, but it shall be sufficient if such Act shall approve
the substance thereof.


 


In addition, the Holders of at least a majority in
aggregate principal amount of the Outstanding Notes may, on behalf of the
Holders of all Notes, waive compliance with the Credit Parties’ covenants
described under Sections 6.1, 6.2 and 6.3 and Article VIII of the Base
Indenture.


 


27
















 


ARTICLE VIII


DEFEASANCE


 


Section 8.1. 
Covenant Defeasance.


 


Section 1303 of the Base Indenture shall not
apply to the Notes, and, with respect to the Notes, any reference to Section 1303
in the Base Indenture shall instead be deemed to refer to this Section 8.1.


 


Upon the Company’s exercise of its option, if any,
to have Section 1303 of the Base Indenture applied to the Notes, or if Section 1303
of the Base Indenture shall otherwise apply to the Notes, (1) the Company
and the Guarantors shall be released from their respective obligations and any
covenants provided pursuant to Articles VI of this First Supplemental Indenture
and Section 301(18), Section 801, Section 901(1) or Section 901(12)
and Article XIV of the Base Indenture for the benefit of the Holders of
such Notes and (2) the occurrence of any event specified in Section 501(4) and
Section 501(8) shall be deemed not to be or result in an Event of
Default, in each case with respect to such Notes and the related Guarantees as
provided in Section 1303 of the Base Indenture on and after the date the
conditions set forth in Section 1304 of the Base Indenture are satisfied
(hereinafter called “Covenant Defeasance”).  For this purpose, such Covenant Defeasance
means that, with respect to such Notes and Guarantees, each of the Company and
the Guarantors may omit to comply with and shall have no liability in respect
of any term, condition or limitation set forth in any such specified Section,
whether directly or indirectly by reason of any reference elsewhere herein to
any such Section or by reason of any reference in any such Section to
any other provision herein or in any other document, but the remainder of the
Base Indenture, this First Supplemental Indenture and such Notes and Guarantees
shall be unaffected thereby.


 


ARTICLE IX


MISCELLANEOUS


 


Section 9.1. 
Execution as Supplemental Indenture.


 


This First Supplemental Indenture is executed and
shall be construed as an indenture supplemental to the Base Indenture and, as
provided in the Base Indenture, this First Supplemental Indenture forms a part
thereof.


 


Section 9.2. 
Not Responsible for Recitals or
Issuance of Notes.


 


The recitals contained herein and in the Notes,
except the Trustee’s certificates of authentication, shall be taken as the
statements of the Company and the Guarantors, as the case may be, and the
Trustee assumes no responsibility for their correctness.  The Trustee makes no representations as to
the validity or sufficiency of this First Supplemental Indenture or of the
Securities or the


 


28

















 


Guarantees. 
The Trustee shall not be accountable for the use or application by the
Company of the Notes or the proceeds thereof.


 


Section 9.3. 
Separability Clause.


 


In case any provision in this First Supplemental
Indenture or in the Notes shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.


 


Section 9.4. 
Successors and Assigns.


 


All covenants and agreements in this First
Supplemental Indenture by the Company and the Guarantors shall bind their
respective successors and assigns, whether so expressed or not.  All agreements of the Trustee in this First Supplemental
Indenture shall bind its successors and assigns, whether so expressed or not.


 


Section 9.5. 
Execution and Counterparts.


 


This First Supplemental Indenture may be executed
in any number of counterparts, each of which so executed shall be deemed to be
an original, and all such counterparts shall together constitute but one and
the same instrument.


 


Section 9.6. 
Governing Law.


 


This First Supplemental Indenture and the Notes
shall be governed by, and construed in accordance with, the law of the State of
New York.


 


[Signature page to follow.]


 


29

















 


IN WITNESS WHEREOF, the parties hereto have caused
this First Supplemental Indenture to be duly executed all as of the day and
year first above written.


 


 


	
   

  	
  KKR Group Finance Co. LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  KKR Management Holdings Corp., its managing
  member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David Sorkin

  
	
   

  	
   

  	
  Name: David Sorkin

  
	
   

  	
   

  	
  Title: General Counsel

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  KKR & Co. L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  KKR Management LLC, its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David Sorkin

  
	
   

  	
   

  	
  Name: David Sorkin

  
	
   

  	
   

  	
  Title: General Counsel

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  KKR Management Holdings L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  KKR Management Holdings Corp., its general
  partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David Sorkin

  
	
   

  	
   

  	
  Name: David Sorkin

  
	
   

  	
   

  	
  Title: General Counsel

  



 


[Signature Page to First Supplemental
Indenture]


 

















 


	
   

  	
  KKR Fund Holdings L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  KKR Fund Holdings GP Limited,

  its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David Sorkin

  
	
   

  	
   

  	
  Name: David Sorkin

  
	
   

  	
   

  	
  Title: General Counsel

  
	
   

  	
   

  
	
   

  	
  And

  
	
   

  	
  By:

  	
  KKR Group Holdings L.P., its general partner  

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  KKR Group Limited, the general partner of KKR
  Group Holdings L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David Sorkin

  
	
   

  	
   

  	
  Name: David Sorkin

  
	
   

  	
   

  	
  Title: General Counsel

  



 


[Signature
Page to First Supplemental Indenture]


 

















 


	
   

  	
  The Bank of New York Mellon Trust Company, N.A.,
  as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas Provenzano

  
	
   

  	
   

  	
  Name: Thomas Provenzano

  
	
   

  	
   

  	
  Title: Vice President

  



 


[Signature Page to First Supplemental
Indenture]