ANY OTHER THEORY).
EACH GUARANTOR (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT
OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT
SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT THE PARTIES TO THE CREDIT AGREEMENT
HAVE BEEN INDUCED TO ENTER INTO THE CREDIT AGREEMENT BY, AMONG OTHER THINGS, THE
WAIVERS AND CERTIFICATIONS IN THIS SECTION.
21.
Additional Guarantors.
From time to time
subsequent to the date hereof, General Partners may become parties hereto, as
additional Guarantors (each, an "Additional Guarantor"), by executing a
counterpart of this Loan Party Guaranty.
Upon delivery of any such counterpart
to the Administrative Agent, notice of which is hereby waived by the Guarantors,
each such Additional Guarantor shall be a Guarantor and shall be as fully a
party hereto as if such Additional Guarantor were an original signatory hereof.
Each Guarantor expressly agrees that its obligations arising hereunder shall not
be affected or diminished by the addition or release of any other Guarantor
hereunder.
This Loan Party Guaranty shall be fully effective as to any
Guarantor that is or becomes a party hereto regardless of whether any other
Person becomes or fails to become or ceases to be a Guarantor hereunder.
[remainder of page intentionally left blank]
B-8
IN WITNESS WHEREOF, each of the undersigned has caused this Guaranty to be duly
executed and delivered by its duly authorized officer as of the day and year
first above written.
KKR ASSOCIATES MILLENNIUM L.P.
By: KKR Millennium GP LLC, its general partner
By:
Name:
Title:
KKR ASSOCIATES MILLENNIUM (OVERSEAS), LIMITED PARTNERSHIP
By: KKR Millennium Limited, its general partner
By:
Name:
Title:
KKR ASSOCIATES EUROPE, LIMITED PARTNERSHIP
By: KKR Europe Limited, its general partner
By:
Name:
Title:
KKR ASSOCIATES EUROPE II, LIMITED PARTNERSHIP
By: KKR Europe II Limited, its general partner
By:
Name:
Title:
KKR ASSOCIATES 2006 L.P.
By: KKR 2006 GP LLC, its general partner
By:
Name:
Title:
KKR ASSOCIATES 2006 (OVERSEAS), LIMITED PARTNERSHIP
By: KKR 2006 Limited, its general partner
By:
Name:
Title:
KKR ASSOCIATES ASIA L.P.
By: KKR Asia Limited, its general partner
By:
Name:
Title:
KKR ASSOCIATES EUROPE III, LIMITED PARTNERSHIP
By: KKR Europe III Limited, its general partner
By:
Name:
Title:
KKR ASSOCIATES E2 L.P.
By: KKR E2 Limited, its general partner
By:
Name:
Title:
KKR ASSOCIATES CHINA GROWTH L.P.
By: KKR China Growth Limited, its general partner
By:
Name:
Title:
KKR & CO. L.P.
By: KKR Management LLC, its general partner
By:
Name:
Title:
KKR GROUP FINANCE CO. LLC
By: KKR Management Holdings Corp., its Sole Member
By:
Name:
Title:
EXHIBIT C
[FORM OF] CO-BORROWER AGREEMENT
CO-BORROWER AGREEMENT dated as of [
], 20[
], among KOHLBERG KRAVIS
ROBERTS & CO. L.P., a Delaware limited partnership, as Borrower (the "Company"),
[Name of Co-Borrower], a [
] limited partnership (the "New
Co-Borrower"), and HSBC Bank plc, as Administrative Agent (the "Administrative
Agent").
Reference is hereby made to the Amended and Restated Credit Agreement