(CCC)
EXHIBIT E TO THE ORIGINAL CREDIT AGREEMENT (THE FORM OF COMPLIANCE
CERTIFICATE) SHALL BE FURTHER AMENDED BY DELETING THE DOLLAR AMOUNT APPEARING
OPPOSITE THE TERM "MINIMUM REQUIRED CONSOLIDATED TANGIBLE NET WORTH" IN LINE I.B
OF SCHEDULE 2 THEREOF AND TO SUBSTITUTE THEREFOR THE DOLLAR
AMOUNT
"$700,000,000".
(DDD)
ANNEX I TO EXHIBIT F TO THE ORIGINAL CREDIT AGREEMENT IS AMENDED TO
ADD THE WORDS "AND A QUALIFIED INSTITUTIONAL BUYER" FOLLOWING THE WORDS
"QUALIFIED PURCHASER".
(EEE)
THE SECURITY AGREEMENT IS AMENDED BY ADDING THE WORDS "KKR FINANCIAL
CLO 2009-1, LTD.," TO THE INTRODUCTORY PARAGRAPH OF THE SECURITY AGREEMENT AFTER
THE WORDS "AND TOGETHER WITH" AND BEFORE THE WORDS "KKR FINANCIAL, KKR TRS LTD."
(FFF)
SECTION 2.1 OF THE SECURITY AGREEMENT IS AMENDED TO ADD THE WORDS
", ALL AMENDMENT EFFECTIVE DATE COLLATERAL AND ALL ADDITIONAL FINANCIAL ASSETS"
AT THE END OF CLAUSE (A) IMMEDIATELY BEFORE THE SEMI-COLON.
(GGG)
SECTION 2.3(A) OF THE SECURITY AGREEMENT IS DELETED IN ITS ENTIRETY
AND REPLACED BY THE FOLLOWING:
"(A) AS SOON AS REASONABLY PRACTICABLE FOLLOWING THE WRITTEN REQUEST OF ANY
COMPANY FOR THE RELEASE OF THE ADMINISTRATIVE AGENT'S SECURITY INTEREST IN ANY
PORTION OF THE COLLATERAL, THE ADMINISTRATIVE AGENT, ON BEHALF OF THE LENDERS,
HEREBY AGREES TO PROVIDE FOR THE RELEASE OF SUCH COLLATERAL:
(I)
UPON TERMINATION OF THE AGGREGATE COMMITMENTS AND PAYMENT IN FULL
OF ALL OBLIGATIONS (OTHER THAN CONTINGENT INDEMNIFICATION OBLIGATIONS);
(II)
WHERE THE CREDIT AGREEMENT IS OTHERWISE TERMINATED IN ACCORDANCE
WITH ITS TERMS;
(III)
IN THE EVENT OF A SALE OR EXCHANGE OF A SPECIFIED FINANCIAL ASSET
CONSTITUTING COLLATERAL AS PERMITTED UNDER THE CREDIT AGREEMENT OR UNDER ANY
OTHER LOAN DOCUMENT; OR
(IV)
IN CONNECTION WITH ANY OTHER ACTION TO BE TAKEN BY SUCH COMPANY
WITH RESPECT TO SUCH COLLATERAL TO THE EXTENT NOT EXPRESSLY PROHIBITED UNDER THE
CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENT; PROVIDED THAT THE COMPANY SHALL
HAVE COMPLIED WITH THE REQUIREMENTS OF SECTION 9.10 OF THE CREDIT AGREEMENT, IF
APPLICABLE;
provided that (A) the Administrative Agent shall have received from the
Companies contemporaneously with such written request (1) an updated Borrowing
Base Report reflecting the Borrowing Base both immediately before and
immediately after giving effect to the release and (2) a certificate that no
Default or Event of Default has occurred
14
and is continuing or would exist or occur after giving effect to the release,
(B) no Default or Event of Default has occurred and is continuing or would
otherwise exist or occur after giving effect to the release, (C) no amounts are
due and owing to the Administrative Agent under the Control Agreement, and
(D) the Borrowing Base Deficiency is zero and will continue to be zero after
giving effect to the release."
(HHH)
SECTION 2.3(B) OF THE SECURITY AGREEMENT IS HEREBY AMENDED (I) BY
DELETING THE WORDS "CONDITIONS SET FORTH IN SECTION 2.3(A)" AND REPLACING THEM
WITH THE WORDS "CONDITIONS SET FORTH IN THE LAST PROVISO OF SECTION 2.3(A)" AND
(II) DELETING THE REFERENCE TO "CLAUSES (B) AND (C)" AND REPLACING IT WITH A