KKR & Co. Inc. (Form: 10-Q, Received: 11/08/2022 16:34:52)

Execution Version

FIRST AMENDMENT AND LENDER JOINDER AGREEMENT

THIS FIRST AMENDMENT AND LENDER JOINDER AGREEMENT (this “Amendment”) is made as of September 2, 2022, by and among Kohlberg Kravis Roberts & Co. L.P., a Delaware limited partnership (the “Borrower Representative”), KKR Group Partnership L.P., a Cayman Islands exempted limited partnership (together with the Borrower Representative, the “Borrowers”), KKR & Co. Inc., as Guarantor, the Additional Commitment Lenders (as defined below), the Assignors (as defined below) (if any) and HSBC Bank USA, National Association, as administrative agent (in such capacity, the “Administrative Agent”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Existing Credit Agreement as modified by this Amendment.

W I T N E S S E T H:

WHEREAS, the Borrowers, the Guarantors, the lenders from time to time party thereto and the Administrative Agent are parties to that certain Second Amended and Restated Credit Agreement dated August 4, 2021 (the “Existing Credit Agreement”);

WHEREAS, pursuant to Section 2.21 of the Existing Credit Agreement, the Borrowers desire to increase the Commitments to $1,500,000,000 and the Lenders party hereto whose Commitments are increased as a result of this Amendment have agreed to provide such additional Commitments (each, an “Additional Commitment Lender”);

WHEREAS, immediately after giving effect to foregoing increase in the Commitments and concurrent assignments among the Lenders, Schedule 2.01 to the Existing Credit Agreement will be restated as Schedule 2.01 hereto;

WHEREAS, the Administrative Agent and the Borrowers have jointly elected to exercise an Early Opt-In Election to replace USD LIBOR with Term SOFR as a Benchmark under the Credit Agreement (as defined below) in accordance with the provisions of Section 2.13(a)(i)(A) of the Existing Credit Agreement; the posting of the initial draft of this Amendment to the Lenders under and as defined in the Existing Credit Agreement (the “Existing Lenders”) constitutes a notice of such Benchmark Replacement to the Existing Lenders pursuant thereto; and, in connection therewith, the Administrative Agent has determined that certain Benchmark Replacement Conforming Changes are appropriate;

WHEREAS, the Borrower Representative and the Administrative Agent may amend the Existing Credit Agreement to cure any mistake or defect or effect administrative changes of a technical or immaterial nature pursuant to the last paragraph of Section 10.02 of the Existing Credit Agreement; and the posting of the initial draft of this Amendment to the Existing Lenders constitutes a notice of such changes to the Existing Lenders pursuant thereto (such changes, together with the aforementioned Benchmark Replacement and the Benchmark Replacement Conforming Changes, the “Specified Changes”); and

WHEREAS, each party hereto hereby consents to the modifications to the Existing Credit Agreement as set forth in Section 2 below;

NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

I. Amendments to the Existing Credit Agreement. Effective as of the Amendment Effective Date (as defined below) the Existing Credit Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: ~~stricken text~~) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the pages of the Existing Credit Agreement attached as Annex A hereto (hereinafter, as amended, the “Credit Agreement”).

II. Increase in Revolving Commitments; Concurrent Assignments.

(a)

Effective as of the Amendment Effective Date, each Additional Commitment Lender hereby agrees to provide an increased Commitment or new Commitment, to the extent applicable, in an amount equal to the Commitment amount set forth next to such Additional Commitment Lender’s name on Schedule 2.01 hereto under the caption “Commitments”, less, to the extent such Additional Commitment Lender is an Existing Lender, the Commitment amount of such Existing Lender immediately before giving effect to this Amendment.

(b)

Each Additional Commitment Lender that is not an Existing Lender (each a “New Lender”) immediately prior to giving effect to the Amendment Effective Date (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to become a Lender, (iii) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.01 thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender and (iv) if it is a Non-U.S. Lender, attached to this Amendment is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by such New Lender, and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

(c)	Upon execution and delivery of this Amendment by the parties hereto, each New Lender hereby becomes a Lender under the Credit Agreement having the Commitment set forth in Schedule 2.01 hereto, effective as of the date hereof and agrees to be bound by the provisions of the Credit Agreement.

(d)	The parties hereto agree that the increase to the Commitments shall be effective as of the Amendment Effective Date.

(e)

To the extent any Existing Lender’s Commitment immediately after giving effect to this Amendment is less than its Commitment immediately before giving effect to this Amendment, each party thereto agrees that concurrently with the effectiveness of this Amendment, each such Existing Lender (in its role as an “Assignor” under and as defined in the applicable Assignment, an “Assignor”), one or more Additional Commitment Lenders (each in its role as an “Assignee” under and as defined in the applicable Assignment), the Administrative Agent, the Borrower Representative, the Swingline Lender and the Issuing Bank shall be deemed to have entered into an Assignment in respect of such decrease of such Existing Lender’s Commitment (and each such Person’s signature hereto may also be used as a signature to each such Assignment), which Assignment shall be effective on the

Amendment Effective Date, in each case such that immediately after giving effect to each such Assignment, the Lenders’ respective Commitments shall be as set forth in Schedule 2.01 hereto. The terms of each applicable Assignment as set forth in Exhibit A to the Existing Credit Agreement are hereby incorporated herein by reference. With respect to each assignment effected pursuant to this clause (e), the Administrative Agent hereby waives the processing and recordation fee set forth in Section 10.04(b)(ii)(C) of the Existing Credit Agreement.

III. Conditions of Effectiveness. This Amendment shall become effective on the date that each of the following conditions is met or waived (the “Amendment Effective Date”):

(a) Execution of Counterparts, Etc. (i) The Administrative Agent shall have received counterparts of this Amendment executed by each Borrower, each Additional Commitment Lender, each Assignor and the Administrative Agent, Issuing Bank and Swingline Lender and (ii) the Administrative Agent shall not have received, within five Business Days of the posting of the initial draft of this Amendment to the Existing Lenders, a written notice from the Required Lenders (under and as defined in the Existing Credit Agreement) objecting to any of the Specified Changes.

(b) Representations and Warranties. As of the Amendment Effective Date, immediately before and after giving effect to this Amendment, the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date); provided that, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates.

(c) No Default. As of the Amendment Effective Date, immediately before and after giving effect to this Amendment, no Default shall have occurred and be continuing.

(d) Officer’s Certificate. The Administrative Agent shall have received a certificate from an Authorized Officer certifying that the conditions precedent set forth in Section III(b) and (c) hereof have been satisfied.

(e) Opinions. The Administrative Agent shall have received written opinions (addressed to the Administrative Agent and the Lenders as of the Amendment Effective Date) of each of Simpson Thacher & Bartlett LLP, counsel to the Loan Parties, Maples and Calder (Cayman) LLP, special Cayman Islands counsel to KKR Group Partnership L.P. and David J. Sorkin, general counsel of the Public Company, in form and substance reasonably satisfactory to the Administrative Agent and covering such matters relating to the Loan Parties, and this Amendment as the Administrative Agent shall reasonably request. The Borrower Representative hereby requests such counsel to deliver such opinions.

(f) Secretary’s Certificate. The Administrative Agent shall have received such documents and certificates as the Administrative Agent may reasonably request relating to the organization, existence and good standing of each Loan Party and the authorization of this Amendment, all in form and substance reasonably satisfactory to the Administrative Agent, or, in each case, confirmation that such documentation or authorization has not been modified, waived or rescinded since it was delivered in connection with the Existing Credit Agreement and remains in full force and effect on the Amendment Effective Date.

(g) Fees and Expenses. The Borrowers shall have paid all fees and expenses (including fees, charges and disbursements of counsel invoiced at least three Business Days prior to the Amendment Effective Date) required to be paid on or prior to the Amendment Effective Date to the Administrative Agent in connection with this Amendment.

(h) KYC. The Additional Commitment Lenders shall have received, to the extent requested by the Additional Commitment Lenders at least 10 days prior to the Amendment Effective Date, on or before the date which is five Business Days prior to the Amendment Effective Date, all documentation and other information with respect to the Loan Parties required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act.

(i) PATRIOT ACT. To the extent the any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least 10 days prior to the Amendment Effective Date, any Additional Commitment Lender that has requested, in a written notice to the Borrower Representative, a Beneficial Ownership Certification in relation to any Borrower shall have received such Beneficial Ownership Certification.

The Administrative Agent shall notify the Borrower Representative and the Lenders of the Amendment Effective Date, and such notice shall be conclusive and binding.

IV. Representations and Warranties

(a) To induce the other parties hereto to enter into this Amendment, the Borrowers represent and warrant to the Additional Commitment Lenders and the Administrative Agent, as of the Amendment Effective Date and after giving effect to the transactions and amendments to occur on the Amendment Effective Date, this Amendment has been duly authorized, executed and delivered by each of the Loan Parties and constitutes, and the Existing Credit Agreement, as amended hereby on the Amendment Effective Date, will constitute, its legal, valid and binding obligation, enforceable against the Borrowers and in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

(b) Immediately before and after giving effect to this Amendment, the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects on and as of the Amendment Effective Date with the same effect as though made on and as of such date, except to the extent (i) such representations and warranties expressly relate to an earlier date (in which case such representations and warranties were true and correct in all material respects as of such earlier date) or (ii) such representations and warranties are qualified as to “materiality,” “Material Adverse Effect” or similar language (in which case such representation and warranties are true and correct in all respects as of the Amendment Effective Date or as of such earlier date, as the case may be).

(c) Immediately before and after giving effect to this Amendment, no Default has occurred and is continuing on the Amendment Effective Date.

V. Effect of Amendment.

(a) Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of, the Lender or the Administrative Agent under the Existing Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations,

covenants or agreements contained in the Existing Credit Agreement (including the guaranty as set forth in Section 11.01 thereof) or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to establish a precedent for purposes of interpreting the provisions of the Credit Agreement or entitle any Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment shall apply to and be effective only with respect to the provisions of the Existing Credit Agreement specifically referred to herein.

(b) On and after the Amendment Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import, and each reference to the Credit Agreement, “thereunder”, “thereof”, “therein” or words of like import in any other Loan Document, shall be deemed a reference to the Existing Credit Agreement as amended hereby. This Amendment shall constitute a “Loan Document” and a “Lender Joinder Agreement” for all purposes of the Credit Agreement and the other Loan Documents.

VI. Governing Law. This Amendment and the rights and obligations of the parties hereto shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York. The provisions of Sections 10.09 and 10.10 of the Existing Credit Agreement shall apply to this Amendment to the same extent as if fully set forth herein.

VII. Counterparts and Electronic Signatures. This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of any executed counterpart of a signature page of this Amendment by facsimile transmission or other electronic means shall be effective as delivery of a manually executed counterpart hereof. The words “delivery”, “execute,” “execution,” “signed,” “signature,” and words of like import in this Amendment and any document executed in connection herewith shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein to the contrary neither the Administrative Agent nor any Lender is under any obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Administrative Agent or such Lender pursuant to procedures approved by it and provided further without limiting the foregoing, upon the request of any party, any electronic signature shall be promptly followed by such manually executed counterpart.

VIII. Headings. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

IX. Successors and Assigns. The consent of any Lender to this Amendment shall be binding upon such Lender’s successors, assigns and participants permitted by the Existing Credit Agreement. Further, the provisions of this Amendment shall be binding and inure to the benefit of, such Lender’s successors, assigns and participants permitted by the Existing Credit Agreement.

[Signature pages follow]

IN WITNESS WHEREOF, the parties thereto have caused this Amendment to be duly executed and delivered by their officers as of the date first above written.

KOHLBERG KRAVIS ROBERTS & CO. L.P.,
as Borrower and Borrower Representative

By: KKR & Co. GP LLC, its general partner

By:	/s/ Robert H. Lewin
	Name:	Robert H. Lewin
	Title:	Chief Financial Officer

KKR GROUP PARTNERSHIP L.P.,
as Borrower

By: KKR Group Holdings Corp., its general partner

By:	/s/ Robert H. Lewin
	Name:	Robert H. Lewin
	Title:	Chief Financial Officer