REFERENCE TO "CLAUSES (B), (C) AND (D)".
(III)
SECTION 5.2 OF THE SECURITY AGREEMENT IS DELETED AND THE
FOLLOWING SUBSTITUTED THEREFOR:
"5.2
PLEDGED ACCOUNTS.
THE COMPANIES SHALL PROMPTLY NOTIFY THE
ADMINISTRATIVE AGENT IN WRITING OF ANY OPERATING DEPOSIT ACCOUNT AND/OR
OPERATING SECURITIES ACCOUNT REFERRED TO IN SECTION 2.1(D) THAT IS OPENED BY OR
ON BEHALF OF ANY COMPANY OR A SUBSIDIARY THEREOF AFTER THE DATE OF THE ORIGINAL
CREDIT AGREEMENT.
FOR EACH SUCH OPERATING ACCOUNT THAT ANY COMPANY OR ANY
SUBSIDIARY THEREOF CURRENTLY MAINTAINS (EXCLUDING ANY SUCH SECURITIES ACCOUNT
THAT WILL BE CLOSED WITHIN 30 DAYS OF THE AMENDMENT EFFECTIVE DATE, PROVIDED
THAT ALL FUNDS DEPOSITED THEREIN ARE TRANSFERRED TO A PLEDGED ACCOUNT WITHIN ONE
BUSINESS DAY OF SUCH DEPOSIT), OR AT ANY TIME HEREAFTER OPENS AND MAINTAINS,
SUCH COMPANY SHALL UNDER AN AGREEMENT IN FORM AND SUBSTANCE SATISFACTORY TO THE
ADMINISTRATIVE AGENT (ACTING REASONABLY) CAUSE (OR CAUSE SUCH SUBSIDIARY TO
CAUSE) THE DEPOSITARY BANK TO AGREE TO COMPLY, WITHOUT FURTHER CONSENT OF THE
COMPANY (OR SUCH SUBSIDIARY), AT ANY TIME WITH INSTRUCTIONS FROM THE
ADMINISTRATIVE AGENT TO SUCH DEPOSITARY BANK DIRECTING THE DISPOSITION OF FUNDS
FROM TIME TO TIME CREDITED TO SUCH ACCOUNT."
(JJJ)
THE SECOND SENTENCE OF SECTION 18 OF THE SECURITY AGREEMENT IS
AMENDED BY DELETING SUCH SENTENCE IN ITS ENTIRETY AND REPLACING IT WITH THE
FOLLOWING:
"AFTER DEDUCTING ALL OF SAID EXPENSES, THE RESIDUE OF ANY PROCEEDS OF COLLECTION
OR SALE OR OTHER DISPOSITION OF COLLATERAL SHALL, TO THE EXTENT ACTUALLY
RECEIVED IN CASH, BE APPLIED TO THE PAYMENT OF THE OBLIGATIONS IN SUCH ORDER OR
PREFERENCE AS IS PROVIDED IN THE CREDIT AGREEMENT, REASONABLE ALLOWANCE AND
PROVISION BEING MADE FOR ANY OBLIGATIONS NOT THEN DUE, AND ANY EXCESS REMAINING
THEREAFTER SHALL BE DISTRIBUTED TO THE PLEDGED ACCOUNTS IN ACCORDANCE WITH
SECTION 10.20 OF THE CREDIT AGREEMENT."
(KKK)
SECTION 24 OF THE SECURITY AGREEMENT IS AMENDED TO DELETE THE WORDS
"EACH OF KKR TRS LTD. AND KKR HOLDINGS LTD." AND TO SUBSTITUTE THEREFOR THE
WORDS "EACH NON-U.S. BORROWER".
(LLL)
EXHIBIT A OF THE SECURITY AGREEMENT IS DELETED IN ITS ENTIRETY
AND REPLACED BY A NEW EXHIBIT A IN THE FORM SET FORTH ON EXHIBIT 4 ATTACHED
HERETO.
Section 4
Addition of KKR CLO 2009-1
as Borrower.
On the Effective Date, KKR CLO 2009-1 shall become a party to the
Credit Agreement, the Security Agreement, the Collateral Agreement and the Fee
Letter, as a Borrower, a Company, a Pledgor and an addressee, respectively,
thereunder and shall have the rights and obligations of a "Borrower" under the
Credit Agreement, of a "Company" under the Security Agreement, of a "Pledgor"
under the Collateral Agreement, and of an
15
addressee under the Fee Letter.
As of the Effective Date, (i) the Collateral
Agreement is deemed amended by adding the words "KKR Financial CLO 2009-1,
Ltd.," to the introductory paragraph of the Collateral Agreement after the words
"and together with" and before the words "KKR Financial, KKR TRS LTD" and
(ii) the Fee Letter is deemed amended by adding "KKR