Exhibit 2.1

AMENDED AND RESTATED
PURCHASE AND SALE AGREEMENT

by and among

KKR & CO. L.P.,

KKR PRIVATE EQUITY INVESTORS, L.P.,

KKR GROUP HOLDINGS L.P.

(solely for purposes of Section 1.1, Section 1.2, Section 3 and Section 9.2),

KKR PEI ASSOCIATES, L.P.

(solely for purposes of Section 1.4),

KKR HOLDINGS L.P.

(solely for purposes of Section 4, Section 5.4, Section 5.7, Section 5.10(b) and Section 9.10),

KKR MANAGEMENT HOLDINGS L.P.

(solely for purposes of Section 6)

and

KKR FUND HOLDINGS L.P.

(solely for purposes of Section 6)

Dated as of July 19, 2009

TABLE OF CONTENTS

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INDEX OF DEFINED TERMS

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AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT

This AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT, dated as of July 19, 2009 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is entered into by and among (1) KKR & Co. L.P., a Delaware limited partnership (the “Controlling Partnership”), acting through KKR Management LLC, a Delaware limited liability company (the “Controlling Partnership GP”) in its capacity as the general partner of the Controlling Partnership, (2) KKR Private Equity Investors, L.P., a Guernsey limited partnership (the “Seller”), acting through KKR Guernsey GP Limited, a Guernsey company limited by shares (the “Seller GP”) in its capacity as the general partner of the Seller, (3) KKR PEI Associates, L.P., a Guernsey limited partnership (the “Acquired Partnership GP”), acting in its capacity as the general partner of KKR PEI Investments, L.P., a Guernsey limited partnership (the “Acquired Partnership”), and acting through KKR PEI GP Limited, a Guernsey company limited by shares in its capacity as general partner of the Acquired Partnership GP (solely for purposes of Section 1.4), (4) KKR Holdings L.P., a Cayman Islands exempted limited partnership (“Holdings”), acting through KKR Holdings GP Limited in its capacity as general partner of Holdings (solely for purposes of Section 4, Section 5.4, Section 5.7, Section 5.10(b) and Section 9.10), (5) KKR Management Holdings L.P., a Delaware limited partnership (“Management Holdings”), acting through KKR Management Holdings Corp. in its capacity as the general partner of Management Holdings (solely for purposes of Section 6), (6) KKR Fund Holdings L.P. (“Fund Holdings”), a Cayman Islands exempted limited partnership, acting through KKR Management LLC in its capacity as the general partner of the general partner of Fund Holdings (solely for purposes of Section 6) (Management Holdings and Fund Holdings are sometimes collectively referred to herein as the “Group Partnerships”) and (7) KKR Group Holdings L.P. (the “Purchaser”), a Cayman Islands exempted limited partnership, acting through KKR Group Limited, a Cayman limited company (the “Purchaser GP”) in its capacity as the general partner of the Purchaser (solely for purposes of Section 1.1, Section 1.2, Section 3 and Section 9.2).

WHEREAS, the parties hereto (other than the Purchaser) entered into a Purchase and Sale Agreement, dated as of July 27, 2008 (the “Original Agreement”);

WHEREAS, the parties hereto now desire to amend and restate the Original Agreement in its entirety as provided in this Agreement;

WHEREAS, the Seller owns all of the limited partner interests (the “Limited Partner Interests”) in the Acquired Partnership and certain other assets;

WHEREAS, the Seller desires to sell, and the Purchaser desires to purchase, all of the Limited Partner Interests and all of the other assets of the Seller upon the terms and subject to the conditions set forth in this Agreement;

WHEREAS, the Controlling Partnership, the Purchaser, Holdings and Messrs. ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ have each disclosed to the Seller and the board of directors of the Seller GP (the “Board”) in accordance with the organizational documents of the Seller GP and the Seller Limited Partnership Agreement (as defined below) that each of them is an Interested Party (as such term is defined in the Seller Limited Partnership Agreement) and

accordingly this Agreement and the transactions contemplated hereby are required, among other things, to be approved by a majority of the directors of the Seller GP who are not affiliated with the Controlling Partnership, the Purchaser, the Purchaser GP or Holdings (the “Independent Directors”);

WHEREAS, the Board approved guidelines to govern the conduct of the Independent Directors’ review of the transactions contemplated by this Agreement, which guidelines, among other things, provided that the Independent Directors have the authority to set up their own process for evaluating the transactions contemplated by this Agreement, have the sole authority to select their advisors, have the sole authority to negotiate for and on behalf of the Seller the terms and conditions of this Agreement, and have the sole authority to recommend to the Board that the Board approve or not approve the transactions contemplated by this Agreement;

WHEREAS, the Independent Directors have unanimously recommended to the Board that the Board approve this Agreement and the transactions contemplated by this Agreement; and

WHEREAS, the Board, acting upon the unanimous recommendation of the Independent Directors, has unanimously determined that this Agreement and the transactions contemplated hereby are fair to and in the best interests of the Seller and the holders of common units, including restricted depository units, of the Seller (the “Seller Common Units”) and has approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby.

NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements contained herein, and intending to be legally bound hereby, the parties agree as follows:

1.                                       THE PURCHASE AND SALE

1.1                                 Purchase and Sale.  Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, the Seller shall sell, convey, assign and transfer to the Purchaser, and the Purchaser shall purchase from the Seller, the Limited Partner Interests and all of the other assets of the Seller, free and clear of all liens, claims, charges, mortgages, pledges, security interests or other encumbrances of any kind (“Liens”), other than Permitted Liens (as defined below).  In consideration of the sale, conveyance, assignment and transfer of the Limited Partner Interests and all of the other assets of the Seller and upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, the Purchaser shall deliver to the Seller a number of common units representing limited partner interests of the Purchaser (the “Purchaser Common Units”) equal to the number of Seller Common Units then outstanding, as a result of which the Seller will at the Effective Time own 100% of the outstanding Purchaser Common Units.  The transactions contemplated by this Section 1.1 are sometimes referred to herein as the “Purchase and Sale”.

1.2                                 Assumption of Liabilities.  Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, the Purchaser shall assume and pay, perform

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and discharge when due and indemnify the Seller and the Seller GP and hold the Seller and the Seller GP harmless against all of the Liabilities of the Seller and the Seller GP as of the Effective Time and all of the Liabilities of the Seller and the Seller GP incurred at or arising after the Effective Time. The Purchaser shall have the right to cause one or more of its designated affiliates to assume and pay, perform and discharge when due the Liabilities, but in no event shall the Purchaser be released from its obligation in this Section 1.2 to indemnify the Seller and the Seller GP and hold the Seller and the Seller GP harmless against such Liabilities.  For purposes of the foregoing, “Liability” means any debt, liability or obligation (whether direct or indirect, known or unknown, asserted or unasserted, absolute or contingent, present or future, accrued or unaccrued, liquidated or unliquidated, or due or to become due, and whether in contract, tort, strict liability or otherwise), including any off-balance sheet liabilities and all liabilities relating to or incurred in connection with any suit, claim, action, proceeding, arbitration or investigation arising out of or related to this Agreement or the transactions contemplated by this Agreement.

1.3                                 Satisfaction of Conditions; Effective Time.

(a)                                  All of the conditions set forth in Section 7 of this Agreement shall be deemed to be irrevocably satisfied or waived for all purposes of this Agreement on the first date on which all of the conditions set forth in Section 7 of this Agreement have been satisfied or lawfully waived (such date, the “Satisfaction Date”) (it being understood and agreed that for purposes of determining the Satisfaction Date, the conditions set forth in Section 7.2(a)-(c) and Section 7.3(a)-(c) shall be deemed satisfied or waived on the date on which all of the other conditions set forth in Section 7 of this Agreement have been satisfied or waived if the conditions set forth in Section 7.2(a)-(c) and Section 7.3(a)-(c) are waived or capable of being satisfied (and in the case of Section 7.2(b) and Section 7.3(b) have been satisfied) as of such date, or if not capable of being satisfied as of such date, on the first date after such date on which the conditions set forth in Section 7.2(a)-(c) and Section 7.3(a)-(c) are waived or capable of being satisfied (and in the case of Section 7.2(b) and Section 7.3(b) have been satisfied)); provided that in no event shall the Satisfaction Date be prior to August 14, 2009 unless the Controlling Partnership has consented to an earlier Satisfaction Date.

(b)                                 Each party agrees to deliver, or cause to be delivered, any documents or instruments that are required to be delivered in order to satisfy the conditions set forth in Section 7.2 and Section 7.3 on the date that would constitute the Satisfaction Date assuming that such documents and instruments have been delivered on such date, and the delivery of those documents shall occur at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or such other place as the parties shall mutually agree.

(c)                                  The transfer of assets contemplated pursuant to Section 1.1 hereof, and the assumption of liabilities contemplated pursuant to Section 1.2 hereof, shall not be effected, or deemed to be effected, until the Effective Time.  For purposes of this Agreement, the “Effective Time” shall mean 12:01 am Eastern Time on October 1, 2009 or, in the event the Satisfaction Date has not occurred on or prior to October 1, 2009, 12:01 am Eastern Time on the first day of the fiscal quarter of the Controlling Partnership immediately succeeding the fiscal quarter in which the Satisfaction Date occurs; provided however without the consent of the Seller the Effective Time shall not occur if (i) the Controlling Partnership or Holdings has not performed in

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all material respects all obligations required to be performed by it under Section 5.4, Section 5.5, Section 5.6, Section 5.7 and Section 5.9 during the period from the Satisfaction Date to the Effective Time, (ii) the Restructuring Transactions shall not have been implemented in a manner consistent with the steps set forth in the structure memorandum set forth as Exhibit C hereto, except for deviations thereto which would not reasonably be expected to have an adverse impact in more than an insignificant respect on the Seller, the Controlling Partnership or the holders of the Seller Common Units or deviations consented to by the Seller, which consent shall not be unreasonably withheld or delayed or (iii) the Seller shall not have received the certificate required to be delivered pursuant to Section 5.4(d).  For the avoidance of doubt, notwithstanding the occurrence of the Satisfaction Date, the beneficial ownership of the assets and liabilities of the Seller and the Consolidated Persons will be retained by the Seller and the Consolidated Persons, respectively, until the Effective Time and neither the Seller nor the Consolidated Persons shall begin to share in or receive any of the assets, liabilities, profits, losses or distributions of each other until the Effective Time.

1.4                                 Acquired Partnership GP Consent.  In accordance with the requirements of Clause 9.2 of the limited partnership agreement of the Acquired Partnership (as amended, supplemented or otherwise modified from time to time, the “Acquired Partnership LPA”), the Acquired Partnership GP, acting as general partner of the Acquired Partnership, hereby consents to the transfer of the Limited Partner Interests upon the terms and subject to the conditions set forth in this Agreement and agrees, subject to the Purchaser becoming a party to the Acquired Partnership LPA and assuming the Seller’s obligations thereunder, to register the Purchaser as the sole limited partner of the Acquired Partnership in the books of the Acquired Partnership.

2.                                       REPRESENTATIONS AND WARRANTIES OF THE SELLER.

The Seller GP acting as the general partner of the Seller hereby represents and warrants to the Controlling Partnership as follows:

2.1                                 Organization.  The Seller is a limited partnership duly organized, validly existing and in good standing under the laws of the Island of Guernsey.

2.2                                 Authority.  The Seller (acting through the Seller GP) has the requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder and consummate the transactions contemplated hereby.  The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Seller and the Seller GP and, except as contemplated by Section 2.4, no other action is necessary on the part of the Seller or the Seller GP for the execution, delivery and performance by the Seller (acting through the Seller GP) of this Agreement and the consummation of the transactions contemplated hereby.  This Agreement has been duly executed and delivered by the Seller GP acting as the general partner of the Seller and, assuming due authorization, execution and delivery by the Controlling Partnership, the Purchaser, Holdings, the Group Partnerships and the Acquired Partnership GP, constitutes a valid and binding obligation of the Seller enforceable against the Seller in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting creditors’ rights generally and by general equity principles.  The Board, acting upon the unanimous

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recommendation of the Independent Directors, has unanimously determined that this Agreement and the transactions contemplated hereby are fair to and in the best interests of the Seller and the holders of the Seller Common Units and has approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby.

2.3                                 No Conflicts.

(a)                                  Neither the execution and delivery of this Agreement by the Seller nor the consummation by the Seller of the transactions contemplated hereby (including the Restructuring Transactions and including the execution and performance of each of the agreements referenced in Section 3.20), nor compliance by the Seller with any of the terms or provisions hereof, will (i) violate any provision of the amended and restated limited partnership agreement of the Seller, dated as of May 2, 2007 (as amended, supplemented or otherwise modified from time to time, the “Seller Limited Partnership Agreement”) and (ii) assuming that the consents, approvals and filings referred to in Section 2.4 are duly obtained or made and except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (as defined below) on the Acquired Partnership, violate any statute, code, ordinance, rule or regulation applicable to the Seller.

(b)                                 For purposes of this Agreement, “Material Adverse Effect” means, with respect to any person (other than the holders of the Seller Common Units), a material adverse effect on the business, results of operations or financial condition of such person and any person (other than the Acquired Partnership and its subsidiaries in the case of the Purchaser) whose financial results are consolidated with such person (including, in the case of the Purchaser, the KKR Funds (as defined below)), taken as a whole, and, with respect to the holders of the Seller Common Units, a material adverse effect on the overall economic value to be received as of the date of this Agreement by the Seller as a result of the Purchase and Sale, taken as a whole (it being understood that for purposes of determining whether there has been a Material Adverse Effect with respect to the holders of the Seller Common Units, any Effect that does not generally affect holders of a material proportion of Seller Common Units will be disregarded); provided, however, that in determining whether a Material Adverse Effect has occurred or would reasonably be expected to occur, there shall be excluded any effect, event, development, occurrence or change (each, an “Effect”) on the referenced person to the extent the cause of such Effect is (i) changes in general economic or political conditions, (ii) changes in the financial or securities markets generally, (iii) entry into or announcement of the execution of this Agreement, (iv) the commencement, occurrence or continuation of any war, armed hostilities or acts of terrorism, (v) general changes or developments in the industries in which the referenced person operates, (vi) changes in law, rules, regulations, accounting principles generally accepted in the United States of America (“GAAP”) or interpretations thereof and (vii) with respect to the Acquired Partnership, any actions or omissions on the part of the Seller that are directed by the Controlling Partnership or any of its affiliates including the Seller GP or the Seller, acting through the Seller GP, except for such actions or omissions of the Seller GP or the Seller, acting through the Seller GP, that are due to the taking of any action, or failure to take any action, by the Independent Directors (in their capacity as such); except, in the cases of clauses (ii), (v) and (vi) to the extent that the referenced person, taken as a whole, together with any person (other than the Acquired Partnership and its subsidiaries in the case of the Purchaser) whose financial results are consolidated with such person, is materially disproportionately affected thereby as

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compared with other participants in the applicable industry or industries in which any such persons operate.  The parties hereto acknowledge and agree that the exclusions set forth in clauses (i) through (vii) above shall not include, and in determining whether a Material Adverse Effect has occurred or would reasonably be expected to occur there may be taken into account, any Effect the cause of which is any enacted change in United States Tax law, rules, regulations or interpretations thereof, including, for the avoidance of doubt, the enactment of the ▇▇▇▇▇-▇▇▇▇▇▇ ▇▇▇▇ (H.R. 1935), the ▇▇▇▇▇ ▇▇▇▇ (H.R. 2762) and/or any Tax law, statute, rule, ordinance and/or regulation enacted by any Governmental Entity (as defined below) in the United States having a similar effect.

2.4                                 Consents and Approvals.  No order, permission, consent, approval, license, authorization, registration, or validation of, or filing with, or notice to, or exemption by, any court, administrative agency or commission or other governmental authority or instrumentality, legislative body or self-regulatory organization (each a “Governmental Entity”) by the Seller is necessary in connection with the execution, delivery and performance of this Agreement by the Seller and the consummation by the Seller of the transactions contemplated hereby, except (i) for the giving of written notice by the Seller GP to the Guernsey Financial Services Commission, (ii) for the giving of notice by the Seller to the Authority for the Financial Markets in The Netherlands and/or Euronext Amsterdam by NYSE Euronext, the regulated market of Euronext Amsterdam N.V., (iii) filings necessary to comply with the applicable requirements of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and (iv) for compliance with Section 3.01 of the Authorised Closed-Ended Investment Schemes Rules 2008 or for the granting by the Guernsey Financial Services Commission of a modification to Rule 3.01(12) of the Authorised Closed-Ended Investment Schemes Rules 2008 to the effect that the Purchase and Sale satisfies the criteria for independent valuation if the value of the property being sold is subject to an independent fairness opinion from a person qualified to provide such an opinion.

2.5                                 Ownership of Limited Partner Interests.  The Seller owns beneficially and of record the Limited Partner Interests free and clear of any Liens other than Liens for Taxes (as defined below) and other governmental charges and assessments not yet due and payable or that are being contested in good faith and for which adequate accruals or reserves have been established (“Permitted Liens”).  The Limited Partner Interests to be sold pursuant to Section 1.1 of this Agreement consist of Class A limited partner interests, Class B limited partner interests, Class C limited partner interests and Class D limited partner interests.   There are no voting trusts, proxies, powers of attorney or other agreements or understandings with respect to the voting of any of the Limited Partner Interests.

2.6                                 Brokers.  The Seller has not incurred any obligation or liability, contingent or otherwise, for brokers’ or finders’ fees or commissions in connection with the transactions contemplated by this Agreement for which the Controlling Partnership, the Purchaser or the Acquired Partnership is or will become liable, except for the fees of Lazard Frères & Co. LLC and Citigroup Global Markets Limited in connection with the transactions contemplated by this Agreement as advisors to the Seller and the Independent Directors the amount of which have been disclosed to the Controlling Partnership and will be borne by the Purchaser in accordance with Section 9.2 in the event the Effective Time occurs and otherwise will be borne by the Seller.

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2.7                                 Other Agreements.  Each of the Investment Agreement, the Exchange Agreement and the Tax Receivables Agreement will be duly authorized, executed and delivered by the Seller, and, assuming due authorization, execution and delivery by the other parties thereto, will be a valid and binding obligation of the Seller enforceable against the Seller in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting creditors’ rights generally and by general equity principles.

3.                                       REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND THE CONTROLLING PARTNERSHIP

Except as otherwise specified in a correspondingly enumerated section of the disclosure schedule delivered to the Seller by the Controlling Partnership concurrently with the execution of this Agreement (the “Confidential Controlling Partnership Disclosure Schedule”) (it being understood that any matter set forth under any item under any section or subsection of the Confidential Controlling Partnership Disclosure Schedule shall be deemed disclosure with respect to any other section or subsection to the extent such matter is disclosed in such a way as to make its relevance to the information called for by such other section or subsection reasonably apparent), the Controlling Partnership GP acting as the general partner of the Controlling Partnership and the Purchaser GP acting as the general partner of the Purchaser hereby represents and warrants to the Seller as follows:

3.1                                 Organization.

(a)                                  Each of the Purchaser, the Controlling Partnership, the Consolidated Persons (as defined below) and each of the KKR Funds (as defined below) (i) is duly organized, validly existing and in good standing (to the extent such a concept exists in the relevant jurisdiction) in the jurisdiction in which it is organized, (ii) has the power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted, and (iii) is licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties or assets owned or leased by it makes such licensing or qualification necessary, except, in the cases of clauses (ii) and (iii) where the failure to have such power and authority, or to be so licensed or qualified would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Purchaser (after giving effect to the Restructuring Transactions, but excluding the Acquired Partnership and its subsidiaries).

(b)                                 For purposes of this Agreement, (i) “Consolidated Persons” means the Purchaser and each of the persons whose financial results will be consolidated with the Purchaser in accordance with GAAP upon the consummation of the Restructuring Transactions (as defined below) other than (A) the KKR Funds and (B) the Acquired Partnership and its subsidiaries and (ii) “KKR Funds” means investment funds or investment vehicles that are from time-to-time managed, sponsored or otherwise advised by one or more members of the KKR Group whose financial results will be required to be consolidated with the Purchaser in accordance with GAAP upon the consummation of the Restructuring Transactions, other than the Acquired Partnership and its subsidiaries.

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3.2                                 Authority.  The Controlling Partnership (acting through the Controlling Partnership GP), the Purchaser (acting through the Purchaser GP) and the Group Partnerships have the requisite power and authority to execute and deliver this Agreement, to perform their obligations hereunder and to consummate the transactions contemplated hereby (including the Restructuring Transactions).  The execution, delivery and performance of this Agreement have been and the consummation of the transactions contemplated hereby (including the Restructuring Transactions) have been, or will be, duly authorized by all necessary action on the part of the Controlling Partnership, the Purchaser, the Purchaser GP and the Group Partnerships and no other action will be necessary on the part of the Controlling Partnership, the Purchaser, the Controlling Partnership GP and the Group Partnerships for the execution, delivery and performance by the Controlling Partnership (acting through the Controlling Partnership GP), the Purchaser and the Group Partnerships of this Agreement and the consummation of the transactions contemplated hereby (including the Restructuring Transactions).  This Agreement has been duly executed and delivered by the Controlling Partnership, the Purchaser and the Group Partnerships and, assuming due authorization, execution and delivery by the Seller, Holdings and the Acquired Partnership GP, constitutes a valid and binding obligation of the Controlling Partnership, the Purchaser and the Group Partnerships, enforceable against the Controlling Partnership, the Purchaser and the Group Partnerships in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting creditors’ rights generally and by general equity principles.

3.3                                 No Conflicts.  Neither the execution and delivery of this Agreement by the Controlling Partnership, the Purchaser and the Group Partnerships nor the consummation by the Controlling Partnership, the Purchaser and the Group Partnerships of the transactions contemplated hereby (including the Restructuring Transactions and including the execution and performance of each of the agreements referenced in Section 3.20), nor compliance by the Controlling Partnership, the Purchaser or the Group Partnerships with any of the terms or provisions hereof, will (i) violate any provision of the certificate of formation or limited partnership agreement of the Controlling Partnership or any similar organizational documents of any of the Consolidated Persons or any of the KKR Funds or of the Purchaser GP and (ii) assuming that the consents, approvals and filings referred to in Section 3.4 are duly obtained or made and except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Purchaser (after giving effect to the Restructuring Transactions, but excluding the Acquired Partnership and its subsidiaries), (x) violate any statute, code, ordinance, rule, regulation, judgment, order, award, decree or injunction applicable to the Controlling Partnership, the Purchaser GP, any of the Consolidated Persons or any of the KKR Funds or any of their respective properties or assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, or require redemption or repurchase or otherwise require the purchase or sale of any securities, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the properties or assets of the Controlling Partnership, the Purchaser GP, any of the Consolidated Persons or any of the KKR Funds under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation (each, a “Contract”) to which the Controlling Partnership, the Purchaser GP or any of the Consolidated Persons is a

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party, or by which any of them or any of their respective properties or assets may be bound or affected.

3.4                                 Consents and Approvals.  No order, permission, consent, approval, license, authorization, registration, or validation of, or filing with, or notice to, or exemption by, any Governmental Entity by the Controlling Partnership, the Purchaser or the Group Partnerships is necessary in connection with the execution, delivery and performance of this Agreement by the Controlling Partnership, the Purchaser or the Group Partnerships and the consummation by the Controlling Partnership, the Purchaser or the Group Partnerships of the transactions contemplated hereby (including the Restructuring Transactions and including the execution of the agreements referenced in Section 3.20), except filings necessary to comply with the applicable requirements of the HSR Act.

3.5                                 Absence of Material Adverse Effect.  Since March 31, 2009, there has been no Effect that, individually or in the aggregate, has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Purchaser (after giving effect to the Restructuring Transactions, but excluding the Acquired Partnership and its subsidiaries).

3.6                                 Contributed Interests; Financial Statements.

(a)                                  Except as set forth in Section 3.6(a) of the Confidential Controlling Partnership Disclosure Schedule, upon consummation of the Restructuring Transactions, the Group Partnerships will own, directly and indirectly, all of the controlling and economic interests in the group of entities (the “KKR Group”) whose financial position, results of operations and cash flows are reflected in the historical condensed combined financial statements of the KKR Group as of December 31, 2008 and for the year then ended and as of March 31, 2009 and for the three months then ended (the “Interim Financial Statements”). Such interests (other than those included in the exceptions set forth in the preceding sentence) are sometimes referred to herein as the “Contributed Interests.”

(b)                                 Complete, true and correct copies of the Interim Financial Statements and the historical combined financial statements of the KKR Group as of December 31, 2007 and for the year then ended and as of December 31, 2008 and for the year then ended are attached hereto as Section 3.6(b) of the Confidential Controlling Partnership Disclosure Schedule. Such financial statements (including, in each case, any notes thereto) comply in all material respects with the published rules and regulations of the SEC in effect as of the date of this Agreement and have been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto).  The combined financial statements of the KKR Group as of December 31, 2008 and for the year then ended were audited by Deloitte & Touche LLP and fairly present, in all material respects, the combined financial condition, results of operations, changes in equity and cash flows of the KKR Group as of December 31, 2008 and for the year then ended. The Interim Financial Statements were prepared in a manner that is consistent with the preparation of the annual financial statements and fairly present in all material respects, the combined financial position, results of operations, changes in equity and cash flows of the KKR Group as of the dates and for the periods presented therein (subject to normal year-end audit adjustments which are not expected to be, individually or in the aggregate,

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materially adverse to the KKR Group taken as a whole and the absence of certain footnote disclosures not required with respect to interim dates).

(c)                                  Deloitte & Touche LLP is, and during the periods covered by the KKR Group’s financial statements referred to in Section 3.6(b), was an independent registered public accounting firm as required under the United States Securities Act of 1933, as amended (the “Securities Act”), and the published rules and regulations thereunder adopted by the United States Securities and Exchange Commission (the “SEC”) and the Public Company Accounting Oversight Board (United States).

3.7                                 No Undisclosed Liabilities.

(a)                                  Except (i) for those liabilities that are reflected or reserved against on the combined statement of financial condition included in the Interim Financial Statements or described in the footnotes to the Interim Financial Statements, (ii) for liabilities incurred in the ordinary course of business since March 31, 2009 and (iii) for liabilities incurred in connection with this Agreement and the transactions contemplated hereby, including the Restructuring Transactions, the KKR Group has not incurred any material liabilities or obligations that would be required to be reflected or reserved against on a combined statement of financial condition of the KKR Group prepared in accordance with GAAP.

(b)                                 The Controlling Partnership, the Purchaser, the Purchaser GP and KKR Management Holdings Corp. (i) have been formed solely for the purpose of engaging in the transactions contemplated hereby (including the Restructuring Transactions) and (ii) have engaged and, prior to the Satisfaction Date, will have engaged in no other business activities, and have incurred and, prior to the Satisfaction Date, will have incurred no liabilities or obligations other than in furtherance of the transactions contemplated hereby (including the Restructuring Transactions).

3.8                                 Internal Controls.  The Controlling Partnership, each of the Consolidated Persons and each of the KKR Funds have established and maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.  Since December 31, 2008, there has been no change in the KKR Group’s internal controls over financial reporting that has materially adversely affected, or is reasonably likely to materially adversely affect, the KKR Group’s internal controls over financial reporting.

3.9                                 Capitalization.

(a)                                  The Purchaser Common Units and the limited partnership interests evidenced thereby to be issued to the Seller pursuant to Section 1.1 will be duly authorized prior to issuance and, when issued pursuant to the terms and conditions of this Agreement, will be

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validly issued and fully paid and free and clear of any Liens.  Except for (i) Purchaser Common Units issuable to the Seller pursuant to Section 1.1 or in connection with an exchange by Holdings or its designees of partner interests in the Group Partnerships in accordance with the Exchange Agreement (as defined below), and (ii) non-economic general partner interests in the Purchaser, there are no (A) outstanding equity interests in the Purchaser, (B) outstanding securities or other instruments or rights of any person convertible or exchangeable for equity interests in the Purchaser or (C) options or other rights to acquire from the Purchaser any equity interests in the Purchaser or obligations of the Purchaser to issue any equity interests in the Purchaser.

(b)                                 All of the issued shares of capital stock, partnership interests, member interests or other equity interests of each other Consolidated Person have been or will be, duly authorized and validly issued and fully paid (in the case of any other Consolidated Persons that are organized as limited liability companies, limited partnerships or other business entities, to the extent required under the applicable limited liability company, limited partnership or other organizational agreement) and non-assessable (except in the case of interests held by general partners or similar entities under the applicable laws of other jurisdictions, in the case of any Consolidated Persons that are organized as limited liability companies, as such non-assessability may be affected by Section 18-303, Section 18-607 or Section 18-804 of the Delaware Limited Liability Company Act or similar provisions under the applicable laws of other jurisdictions or the applicable limited liability company agreement and, in the case of any Consolidated Persons that are organized as limited partnerships, as such non-assessability may be affected by Section 17-303, Section 17-607 or Section 17-804 of the Delaware Revised Uniform Limited Partnership Act or similar provisions under the applicable laws of other jurisdictions or the applicable limited partnership agreement) and are owned or will be owned, as the case may be, directly or indirectly by the Purchaser or Holdings, free and clear of any Liens other than Permitted Liens.

(c)                                  Other than as referred to in Section 3.9(a), there are no preemptive rights or other rights to subscribe for, to purchase, to exchange any securities or interests for or to convert any securities or interests into, any partnership interests or partnership units or membership interests or shares of capital stock of the Controlling Partnership or any of the Consolidated Persons pursuant to any partnership or limited liability company agreement, any articles or certificates of incorporation or other governing documents or any agreement or other instrument to which the Controlling Partnership or such Consolidated Person is a party or by which the Controlling Partnership or such Consolidated Person may, directly or indirectly, be bound, and there are no outstanding options or warrants to purchase any securities of the Controlling Partnership or any of the Consolidated Persons.

3.10                           Investment Company.  Neither the Controlling Partnership nor any of the Consolidated Persons is, nor on the Satisfaction Date, after giving effect to the transactions contemplated hereby (including the Restructuring Transactions), will be required to register as an investment company under the United States Investment Company Act of 1940, as amended (the “Investment Company Act”).

3.11                           Compliance with Law.  The businesses of the Controlling Partnership, the Consolidated Persons and the KKR Funds are being, and since January 1, 2007, have been, conducted in compliance in all material respects with any law, statute, rule, ordinance or

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regulation of any Governmental Entity.  Since January 1, 2007, neither the Controlling Partnership nor any of the Consolidated Persons nor any of the KKR Funds has received any written communication or notice from any Governmental Entity that alleges that the Controlling Partnership or a Consolidated Person or a KKR Fund is not in compliance in any material respect with any law, statute, rule, ordinance or regulation of any Governmental Entity and that is reasonably likely to give rise to any material liability on the part of the Controlling Partnership, any of the Consolidated Persons or any of the KKR Funds.

3.12                           Permits.  The Controlling Partnership, the Consolidated Persons and the KKR Funds have received all material permits, certificates, licenses and authorizations (the “Permits”) to own or hold under lease and operate their respective assets and to conduct the business of the Controlling Partnership, the Consolidated Persons and the KKR Funds as currently conducted.  All such Permits are validly held by the Controlling Partnership, the Consolidated Persons and the KKR Funds, as the case may be, and each of the Controlling Partnership, the Consolidated Persons and the KKR Funds has complied in all material respects with all terms and conditions of any such Permit.

3.13                           Absence of Litigation.  There is no suit, claim, action, proceeding, arbitration or investigation pending or, to the knowledge of the Controlling Partnership, threatened against the Controlling Partnership, any of the Consolidated Persons or any KKR Fund that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Purchaser (after giving effect to the Restructuring Transactions, but excluding the Acquired Partnership and its subsidiaries).  Neither the Controlling Partnership nor any of the Consolidated Persons nor any KKR Fund is subject to or bound by any outstanding order, injunction, judgment, award or decree that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Purchaser (after giving effect to the Restructuring Transactions, but excluding the Acquired Partnership and its subsidiaries).

3.14                           Taxes.  Each of the Controlling Partnership, the Consolidated Persons and, to the knowledge of the Controlling Partnership, the KKR Funds has (i) duly and timely filed (including pursuant to applicable extensions) all material returns, reports, information returns or other documents required to be filed with any taxing authority with respect to any taxes, charges, levies, penalties, interest, fees or other assessments imposed by any United States federal, state, local or foreign taxing authority (“Taxes”) and such returns, reports and other documents are true and correct and (ii) paid in full all material Taxes due or claimed to be due or owing from such entity, other than any such amounts being contested in good faith and by appropriate proceedings and for which adequate reserves have been provided in accordance with GAAP.  There are no material Tax audits or investigations of which the Controlling Partnership, any of the Consolidated Persons or, to the knowledge of the Controlling Partnership, any of the KKR Funds has notice, nor does the Controlling Partnership have notice of any proposed additional material Tax assessments against the Controlling Partnership, any of the Consolidated Persons or, to the knowledge of the Controlling Partnership, any of the KKR Funds.

3.15                           Material Contracts.  As of the date of this Agreement, except for this Agreement, neither the Controlling Partnership nor any of the Consolidated Persons nor any KKR Fund is a party to or bound by any Contract that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K but without giving effect to the provisions of

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clause (i) thereof relating to the exclusion of contracts entered into more than two years before the filing of a registration statement) of the Controlling Partnership (after giving effect to the Restructuring Transactions, but excluding the Acquired Partnership and its subsidiaries) (each such Contract, a “Material Contract”).  As of the date of this Agreement, each of the Material Contracts is valid and binding on the Controlling Partnership or the Consolidated Person or the KKR Fund party thereto and is in full force and effect in all material respects.  There is no material breach or default under any Material Contract or any material management agreement by the Controlling Partnership or the Consolidated Person or the KKR Fund party thereto or, to the knowledge of the Controlling Partnership, any other party thereto and no event has occurred that with or without the lapse of time or the giving of notice or both would constitute a material breach or default thereunder by the Controlling Partnership, the Consolidated Person, the KKR Fund party thereto or, to the knowledge of the Controlling Partnership, any other party thereto.  None of the Controlling Partnership or any of the applicable Consolidated Persons or KKR Funds has received prior to the date of this Agreement any notice of the intention of any party to terminate any Material Contract or any material management agreement.  Complete, true and correct copies of all Material Contracts, together with all existing modifications and amendments thereto, have been made available to the Seller prior to the date of this Agreement.

3.16                           Benefits.  No condition exists that would subject the Controlling Partnership or any of the Consolidated Persons, either directly or by reason of their affiliation with any member of their “controlled group” (defined as any organization which is a member of a controlled group of organizations within the meaning of Sections 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986, as amended (the “Code”)), to any material Tax, fine, lien, penalty or other liability imposed by the Employee Retirement Income Security Act of 1974, as amended, the Code or other applicable laws, rules and regulations.  There are no plans, programs, policies, agreements, arrangements or understandings of the Controlling Partnership or any of the Consolidated Persons pursuant to the express terms of which any partner, member, director, officer, employee or consultant of the Controlling Partnership or any of the Consolidated Persons (each, a “Participant”) would reasonably be expected to become entitled to (a) any additional compensation, enhanced severance or other benefits or grant of Purchaser Common Units or awards related thereto or any acceleration of the time of payment or vesting of any compensation, severance or other benefits or any funding of any compensation or benefits by the Controlling Partnership or any of the Consolidated Persons, in each case, as a result of the Restructuring Transactions or (b) any other compensation or benefits from the Controlling Partnership or any of the Consolidated Persons that is related to, contingent upon, or the value of which would be calculated on the basis of the Purchaser Common Units (each such plan, program, policy, agreement, arrangement or understanding described in the foregoing clause (a) or (b), a “Purchaser Enhanced Arrangement”).  Neither the Controlling Partnership nor any of the Consolidated Persons (other than Holdings or an affiliate thereof (other than the Controlling Partnership or any of the Consolidated Persons)) is a party to any written employment, retention bonus, change in control, severance or termination agreement with any Participant who is entitled to compensation from the Controlling Partnership or any of the Consolidated Persons in excess of $1,000,000 per year.

3.17                           Brokers.  Neither the Controlling Partnership, the Purchaser, the Purchaser GP, nor any Consolidated Person has incurred any obligation or liability, contingent or

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otherwise, for brokers’ or finders’ fees or commissions in connection with the transactions contemplated by this Agreement for which the Seller is or will become liable.

3.18                           Press Release.  (a)        The press release to be issued on announcement of the execution of this Agreement, including any attachments thereto, is attached hereto as Exhibit A (the “Press Release”).  The information set forth in the Press Release is true and correct in all material respects and is not misleading in any material respect.  The Press Release contains, in summary form, all the information about the Purchaser (after giving effect to the Restructuring Transactions), the terms and conditions of the Purchase and Sale, the Restructuring Transactions, the Investment Agreement and the consideration to be received by the Seller pursuant hereto, including information necessary for assessing the value of such consideration, that is required to be made publicly available as of the date of this Agreement pursuant to the Dutch Financial Markets Supervision Act or the Protection of Investors (Bailiwick of Guernsey) Law, 1987, as amended.  Without limiting the provisions set forth in the preceding sentence, the parties acknowledge that additional information with respect to the Purchaser, the terms and conditions of the Purchase and Sale, the Restructuring Transaction, the Investment Agreement and the consideration to be received by the Seller, including pro forma financial information, will be included in the Consent Solicitation Documents.

(b)                                 The ranges of economic net income, assets under management and fee-related earnings of the total reportable segments of the KKR Group and the range of net asset value of the Seller included in the Press Release as of and for the three months ended June 30, 2009 are the Controlling Partnership’s good faith estimates of such ranges.  The economic net income of the total reportable segments of the KKR Group shall be reported by the Controlling Partnership in the footnotes to its financial statements as at June 30, 2009 within the range included in the Press Release.

3.19                           No Registration Rights.  There are no Contracts between the Controlling Partnership or any Consolidated Person and any person granting such a person the right to require the Controlling Partnership or a Consolidated Person to register any securities of any Consolidated Person.

3.20                           Other Agreements.  Each of the agreements referred to in Section 5.7 will be duly authorized, executed and delivered by the Controlling Partnership or the parties thereto that are affiliated with the Controlling Partnership (other than the Seller), as applicable, and, assuming due authorization, execution and delivery by the other parties thereto, will be a valid and binding obligation of the Controlling Partnership or the parties thereto that are affiliated with the Controlling Partnership (other than the Seller), as applicable, enforceable against them in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting creditors’ rights generally and by general equity principles.

3.21                           Intellectual Property.  (i) The Consolidated Persons own or have the right to use in perpetuity, without payment to any other person, and have duly registered or filed for registration with the appropriate Governmental Entities, the “KKR” trademark in the United States and, to the knowledge of the Controlling Partnership, in all other countries or jurisdictions where such trademark is reasonably necessary for the conduct of the business of the Controlling

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Partnership and the Consolidated Persons as presently conducted, (ii) the consummation of the Purchase and Sale and the other transactions contemplated hereby (including the Restructuring Transactions) does not and will not conflict with, alter or impair any such rights, (iii) since January 1, 2007, none of the Controlling Partnership or any of the Consolidated Persons has received any written communication or notice from any person asserting any ownership interest in the “KKR” trademark and (iv) none of the Controlling Partnership or any of the Consolidated Persons has granted any license of any kind relating to the “KKR” trademark to any unaffiliated third party or is bound by or a party to any written option, license or similar Contract relating to the “KKR” trademark with any unaffiliated third party.

4.                                       REPRESENTATIONS AND WARRANTIES OF HOLDINGS

Holdings hereby represents and warrants to the Seller as follows:

4.1                                 Organization.  Holdings is duly organized and validly existing and in good standing under the laws of the Cayman Islands.

4.2                                 Authority.  Holdings has the requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby (including the Restructuring Transactions).  The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby (including the Restructuring Transactions) have been, or will be, duly authorized by all necessary action on the part of Holdings and no other action will be necessary on the part of Holdings for the execution, delivery and performance by Holdings of this Agreement and the consummation of the transactions contemplated hereby (including the Restructuring Transactions).  This Agreement has been duly executed and delivered by Holdings and, assuming due authorization, execution and delivery by the Purchaser, the Controlling Partnership, the Seller, the Group Partnerships and the Acquired Partnership GP, constitutes a valid and binding obligation of Holdings enforceable against Holdings in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting creditors’ rights generally and by general equity principles.

4.3                                 No Conflicts.  Neither the execution and delivery of this Agreement by Holdings nor the consummation of the transactions contemplated hereby, nor compliance by Holdings with any of the terms or provisions hereof, will (i) violate any provision of the certificate of formation or limited partnership agreement of Holdings and (ii) assuming that the consents, approvals and filings referred to in Section 3.4 are duly obtained or made and except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Holdings (after the giving effect to the Restructuring Transactions), (x) violate any statute, code, ordinance, rule, regulation, judgment, order, award, decree or injunction applicable to Holdings or any of its properties or assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, or require redemption or repurchase or otherwise require the purchase or sale of any securities or constitute a default under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the properties or assets of Holdings under, any of the terms, conditions or provisions of any Contract to which Holdings is a party, or by which Holdings or any of its properties or assets may be bound or affected.

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4.4                                 Consents and Approvals.  No order, permission, consent, approval, license, authorization, registration, or validation of, or filing with, or notice to, or exemption by, any Governmental Entity by Holdings is necessary in connection with the execution, delivery and performance of this Agreement by Holdings and the consummation by Holdings of the transactions contemplated hereby.

5.                                       ADDITIONAL AGREEMENTS

5.1                                 Consent Solicitation.

(a)                                  The Controlling Partnership and the Seller shall as promptly as practicable prepare a written consent and such other documents, substantially in the form of the draft provided by the Controlling Partnership to the Seller concurrently with the execution of this Agreement with such changes as deemed reasonably necessary by the Controlling Partnership and Seller acting in good faith (collectively, the “Consent Solicitation Documents”) that may be necessary or desirable (as agreed reasonably and in good faith by the Controlling Partnership and the Seller, taking into account requirements under applicable law) to obtain the consent of the holders of at least a majority of the Seller Common Units for which a properly submitted consent form is submitted in response to the Consent Solicitation Documents (excluding in both the numerator and the denominator any Seller Common Units whose consent rights are controlled by the Controlling Partnership or its affiliates) to consummate the Purchase and Sale (the “Requisite Unitholder Consent”), all pursuant to the procedures to be agreed reasonably and in good faith by the Controlling Partnership and the Seller, taking into account requirements under applicable law.  To the extent that the consent of holders of at least a majority of the Seller Common Units outstanding (excluding from the numerator and the denominator any Seller Common Units whose consent rights are controlled by the Controlling Partnership or its affiliates and any Seller Common Units whose consent rights are controlled as of the applicable record date by a person who has informed the Seller in writing that it will not submit a consent form in response to the Consent Solicitation Documents) have been obtained, all consents shall cease to be revocable and the Requisite Unitholder Consent shall be deemed to have been obtained on such date. Subject to Section 5.1(e), the Board has recommended that the holders of Seller Common Units consent to the matters included in the Requisite Unitholder Consent (the “Seller Recommendation”), and the Seller shall include the Seller Recommendation in the Consent Solicitation Documents.

(b)                                 On July 24, 2009, or as promptly as possible thereafter, the Seller shall mail, or otherwise disseminate in a manner that complies with any applicable law, rule, regulation and the Seller Limited Partnership Agreement, the Consent Solicitation Documents to the holders of the Seller Common Units.  The Seller shall use its reasonable best efforts to obtain the Requisite Unitholder Consent as promptly as practicable following the mailing or other dissemination of the Consent Solicitation Documents.  In the event that the consent solicitation period contemplated by the Consent Solicitation Documents has expired, or would otherwise expire, and the condition set forth in Section 7.1(a) was not, or would not be, satisfied upon such expiration, the expiry time of the consent solicitation shall be extended from time to time upon the request of either the Controlling Partnership or the Seller; provided that in no event will the expiry time be extended beyond the Outside Date or in violation of the Seller Limited

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Partnership Agreement without in either case the prior consent of both the Controlling Partnership and the Seller.

(c)                                  The Controlling Partnership shall furnish to the Seller all information concerning the Controlling Partnership and each of the Consolidated Persons and KKR Funds and such other matters as may be reasonably necessary or advisable in connection with the Consent Solicitation Documents.  The Seller shall provide the Controlling Partnership with a reasonable opportunity to review and comment (and the Seller shall consider in good faith the inclusion of any comments provided by the Controlling Partnership) on the Consent Solicitation Documents and any amendments or supplements thereto prior to the mailing or other dissemination thereof to the holders of the Seller Common Units.  The Controlling Partnership represents that the preliminary unaudited pro forma segment information to be included in the Consent Solicitation Documents will be based on historical segment information of the KKR Group and historical financial information of the Acquired Partnership and its subsidiaries and will give effect in all material respects to the aspects of the transactions contemplated hereby (including the Restructuring Transactions) described therein as if such transaction aspects had occurred on January 1, 2008 with respect to the preliminary unaudited pro forma statement of operations segment information and as of March 31, 2009 with respect to the preliminary unaudited pro forma statement of financial condition segment information by applying the adjustments described in the accompanying notes. Such adjustments are based on information that is available and determinable as of the date of this Agreement and are based on assumptions that management of the Controlling Partnership believes are reasonable as of the date of this Agreement in order to reflect, on a pro forma basis, the impact of the transaction aspects described therein on the historical segment financial information of the KKR Group.

(d)                                 The Controlling Partnership and, with respect only to the Specified Information (as defined below), the Seller, agree that none of the information included or incorporated by reference in the Consent Solicitation Documents will, at the time the Consent Solicitation Documents are mailed or otherwise disseminated to the holders of the Seller Common Units, contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.  If at any time prior to the date on which the Requisite Unitholder Consent is received any information should be discovered by either the Controlling Partnership or the Seller that should be set forth in an amendment or supplement to the Consent Solicitation Documents so that the Consent Solicitation Documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statement therein, in the light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party, and to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly mailed or otherwise disseminated to the holders of the Seller Common Units.  For purposes of this Agreement, “Specified Information” shall mean any information concerning the Independent Directors and the process conducted by them in connection with the transactions contemplated hereby furnished in writing by or on behalf of the Independent Directors specifically for use in the Consent Solicitation Documents, it being understood that such information shall be identified as such by the Seller prior to the mailing or other dissemination of the Consent Solicitation Documents.

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(e)                                  At any time prior to the obtaining of the Requisite Unitholder Consent, the Independent Directors may change their recommendation to the Board in response to any material events or circumstances, if the Independent Directors have concluded in good faith, after consultation with, and taking into account the advice of, their outside legal counsel, that had such material events or circumstances occurred and/or been known to the Independent Directors prior to the date of this Agreement, the Independent Directors would, in compliance with their fiduciary duties under applicable law, not have recommended, or would have modified the terms of their recommendation, to the Board that the Board approve this Agreement and the transactions contemplated by this Agreement.

5.2                                 Reasonable Best Efforts.

(a)                                  Subject to the terms and conditions of this Agreement, each of the Controlling Partnership and the Seller shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to ensure that the conditions set forth in Section 7 of this Agreement are satisfied and to consummate the transactions contemplated by this Agreement as promptly as practicable, including using its reasonable best efforts to (i) obtain (and to cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity or any third party which is required to be obtained in connection with the transactions contemplated by this Agreement from Governmental Entities or third parties and (ii) making all registrations, notifications and filings with any Governmental Entity or any third party that are required to be made in connection with the transactions contemplated by this Agreement.  Notwithstanding the foregoing, nothing in this Agreement shall be deemed to require the Controlling Partnership or the Seller to take, or agree to take, any action if the taking of such action would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Purchaser (after giving effect to the Restructuring Transactions, but excluding the Acquired Partnership and its subsidiaries) or the Seller, as applicable.  Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to require the Controlling Partnership or any of its affiliates to take any action that would require the Controlling Partnership or any of its affiliates to become subject to regulation under the Investment Company Act.

(b)                                 Each of the Controlling Partnership and the Seller shall in connection with the efforts referenced in Section 5.2(a) (i) promptly cooperate with and furnish information to the other in connection with any action required to be taken pursuant to Section 5.2(a), and (ii) permit the other to review any communication given by it to, and consult with each other in advance of any meeting or conference with, any Governmental Entity in connection with the foregoing, and to the extent permitted by law, give the other the opportunity to attend and participate in such meetings and conferences.

5.3                                 No Solicitation.

(a)                                  The Seller shall not, and shall cause its investment bankers, attorneys, accountants, agents and other representatives not to, directly or indirectly, (i) solicit, initiate, knowingly encourage, or take any action intended to, or which could reasonably be expected to, facilitate the making by any person of an Acquisition Proposal (as defined below) or any inquiry

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or proposal that could reasonably be expected to lead to an Acquisition Proposal, (ii) participate in any discussions or negotiations regarding an Acquisition Proposal or any inquiry that constitutes or could reasonably be expected to lead to an Acquisition Proposal, (iii) furnish to any person any information or data with respect to it or any of its assets or otherwise cooperate with or take any action to knowingly facilitate any proposal that constitutes or could reasonably be expected to lead to an Acquisition Proposal or (iv) enter into any letter of intent, memorandum of understanding or other agreement or understanding relating to, or that could reasonably be expected to lead to, an Acquisition Proposal.  The Seller shall promptly notify the Controlling Partnership of the receipt of any Acquisition Proposal (or any request for any information or data or other inquiry or request that could reasonably be expected to lead to an Acquisition Proposal).  For the avoidance of doubt, the parties understand and agree that nothing in this Agreement is intended to give the Independent Directors the power or authority to participate in any discussions or negotiations regarding, or entering into any agreement or understanding on behalf of the Seller with any person with respect to, any direct or indirect acquisition of any Limited Partner Interests, any of the outstanding Seller Common Units or any of the assets of the Acquired Partnership.

(b)                                 For purposes of this Agreement, “Acquisition Proposal” means any inquiry, proposal or offer, whether or not conditional, from any person other than the Controlling Partnership or its affiliates relating to any direct or indirect acquisition of (i) any Limited Partner Interests, (ii) 20% or more of the outstanding Seller Common Units or (iii) 20% or more of the consolidated assets of the Acquired Partnership.

5.4                                 Restructuring Transactions.

(a)                                  Holdings shall use its reasonable best efforts to take, or cause to be taken, such actions as are necessary so that at the Effective Time: (i) the Group Partnerships shall own, directly or indirectly, all of the Contributed Interests, (ii) upon the completion of the Purchase and Sale, the Purchaser shall contribute all of the Limited Partnership Interests and any assets of the Acquired Partnership distributed to the Purchaser in respect of such Limited Partnership Interests, directly or indirectly, to the Group Partnerships in exchange for a direct or indirect controlling interest and 30% of the outstanding Class A units representing limited partner interests in each of the Group Partnerships (it being understood that no Class A units that are permitted to be issued pursuant to Section 5.9(a)(iv)(C) shall be deemed outstanding for purposes of the foregoing), and (iii) upon the completion of the Purchase and Sale, the structure of the KKR Group shall be consistent with the structure set forth in Exhibit B hereto.  The transactions contemplated by this Section 5.4 are sometimes referred to herein as the “Restructuring Transactions”.

(b)                                 The Restructuring Transactions shall be implemented in a manner that is consistent with the steps set forth in the structure memorandum attached as Exhibit C hereto, except for deviations thereto (including to address a change in law) which would not reasonably be expected to have an adverse impact in more than an insignificant respect on the Seller, the Controlling Partnership or the holders of the Seller Common Units or deviations consented to by the Seller, which consent shall not be unreasonably withheld or delayed.    The Controlling Partnership shall consider in good faith any deviations to the steps (or methods of implementing the steps) set forth in Exhibit C requested by the Seller or its representatives, it being understood

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that the decision of whether or not to implement any such requested deviations or methods shall be in the sole determination of the Controlling Partnership acting in good faith.

(c)                                  In connection with the Restructuring Transactions, the Seller and KKR Management Holdings Corp. shall not make an election under Section 362(e)(2)(C) of the Code to reduce the tax basis in the Seller Common Units held by holders of Seller Common Units immediately before the Restructuring Transactions unless a majority of the Independent Directors, prior to the US Listing (as defined in the Investment Agreement) consent to such election in their sole discretion.  Notwithstanding the foregoing, the Independent Directors shall consult in good faith with the Controlling Partnership about whether to make such an election.

(d)                                 At or prior to the Effective Time, the Controlling Partnership shall deliver to the Seller a certificate signed by a senior officer on behalf of each of the Controlling Partnership GP and the general partner of Holdings in form and substance reasonably satisfactory to the Seller certifying that each has performed in all material respects all obligations required to be performed by it under Section 5.4, Section 5.5, Section 5.6, Section 5.7 and Section 5.9 during the period from the Satisfaction Date to the Effective Time.  The certificate shall be delivered at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ or such other place as the parties may mutually agree.

5.5                                 Insurance.  Except as otherwise set forth in Section 5.5 of the Confidential Controlling Partnership Disclosure Schedules, from the Effective Time until the occurrence of the closing contemplated by the Investment Agreement, the Seller shall, and to the extent required, the Controlling Partnership shall cause the non-Independent Directors of the Seller GP to authorize the Seller to, maintain directors’ and officers’ liability insurance for the benefit of the directors and officers (and former directors and officers) of the Seller GP containing at least the same coverage and amounts as the existing directors’ and officers’ liability insurance of the Seller GP in effect on the date of this Agreement; provided that (i) the Seller shall use its commercially reasonable efforts to increase the coverage limit for such insurance coverage to $100 million and (ii) the Seller shall not be permitted to expend annually in excess of the percentage set forth in Section 5.5 of the Confidential Controlling Partnership Disclosure Schedule of the annual premium currently paid by the Seller for such insurance; provided that if the annual premium for such insurance coverage exceeds such amount, the Seller shall be required to obtain a policy with the greatest coverage available for a cost not exceeding such amount.

5.6                                 Modifications to Existing Agreements.  Each of the Controlling Partnership and the Seller shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to cause, prior to the Satisfaction Date, or as promptly as practicable thereafter and in any event prior to the Effective Time (i) the Investment Agreement, dated as of May 10, 2006, between Kohlberg Kravis ▇▇▇▇▇▇▇ & Co. L.P. and the Seller, as amended, supplemented or otherwise modified from time to time, to be terminated at the Effective Time pursuant to the Termination Agreement substantially in the form attached hereto as Exhibit M, (ii) the Services Agreement, dated as of April 23, 2006 among the Seller, Kohlberg Kravis ▇▇▇▇▇▇▇ & Co. L.P., the Seller GP and the other service recipients named therein to be amended effective at or immediately following the Effective Time so as to read substantially in the form attached hereto as Exhibit N, (iii) the

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Investment Policies and Procedures of the Seller to be amended effective as of the Effective Time so as to read substantially in the form attached hereto as Exhibit O, (iv) the limited partnership agreement of the Acquired Partnership to be amended as of the Effective Time so as to read substantially in the form attached hereto as Exhibit P, (v) the audit committee charter of the board of the Seller GP to be amended as of the Effective Time so as to read substantially in the form attached hereto as Exhibit Q and (vi) the articles of incorporation of the Seller GP to be amended effective as of the Effective Time so as to read in substantially the form attached hereto as Exhibit R.

5.7                                 Execution of Additional Agreements.  The Controlling Partnership and Holdings shall use its reasonable best efforts to execute, or to cause the other parties thereto to execute, prior to the Satisfaction Date (it being understood that the provisions of the following agreements shall not be effective until the Effective Time), the Investment Agreement between the Controlling Partnership, the Seller and the Group Partnerships, substantially in the form attached hereto as Exhibit D (the “Investment Agreement”), the Exchange Agreement between the Seller, the Group Partnerships, Holdings and the Purchaser, substantially in the form attached hereto as Exhibit E (the “Exchange Agreement”), the Amended and Restated Limited Partnership of the Purchaser, substantially in the form attached hereto as Exhibit G (the “Purchaser LPA”), the Amended and Restated Limited Partnership Agreement of Management Holdings, substantially in the form attached hereto as Exhibit H (the “Management Holdings LPA”), the Amended and Restated Limited Partnership Agreement of Fund Holdings, substantially in the form attached hereto as Exhibit I (the “Fund Holdings LPA”),the Lock-Up Agreements, substantially in the forms attached hereto as Exhibit K (the “Lock-Up Agreement”) and the Tax Receivables Agreement between the Seller, Holdings, Management Holdings Corp. and Management Holdings substantially in the form attached hereto as Exhibit L (the “Tax Receivables Agreement”).   The Controlling Partnership shall use its reasonable best efforts to execute, or to cause the other parties thereto to execute, prior to the Effective Time, the Confidentiality and Restrictive Covenant Agreement between the applicable employing entity and those persons who are members of KKR & Co. L.L.C. immediately prior to the consummation of the Restructuring Transactions, substantially in the form attached hereto as Exhibit F, and the Amended and Restated Limited Liability Company Agreement of the Controlling Partnership GP, substantially in the form attached hereto as Exhibit J (the “Controlling Partnership GP Agreement”).  The Seller shall use its reasonable best efforts to execute, prior to the Satisfaction Date, the Investment Agreement, the Exchange Agreement and the Tax Receivables Agreement, substantially in the forms attached as exhibits hereto.

5.8                                 Delivery of Letters.

(a)                                  The Controlling Partnership shall use its reasonable best efforts to cause to be delivered to the Seller a “comfort” letter from Deloitte & Touche LLP with respect to financial information contained in the Consent Solicitation Documents, dated the date of the Consent Solicitation Documents, in a form customary in scope and substance for “comfort” letters delivered by independent public accountants in connection with registration statements related to equity securities of an issuer (it being understood that such “comfort” letters shall also provide comfort on the interim financial statements included in the Consent Solicitation Documents in accordance with applicable Statement on Auditing Standards, customary comfort on the pro forma financial statements (except that it is anticipated that the pro forma financial

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statements will not be compliant with Rule 11-02 of Regulation S-X) and other data and customary negative assurance comfort).

(b)                                 The Controlling Partnership shall use its reasonable best efforts to cause to be delivered to the Seller a “negative assurance” letter from ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP with respect to the absence of material misstatements or omissions in the Consent Solicitation Documents, dated the date of the Consent Solicitation Documents in a form customary in scope and substance for “negative assurance” letters delivered by issuer’s counsel in connection with registration statements relating to equity securities of an issuer.

(c)                                  The Controlling Partnership shall use its reasonable best efforts to cause to be delivered to the Seller an opinion from ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP dated as of the date of the Consent Solicitation Documents, substantially to the effect that, subject to the qualifications, assumptions and limitations stated therein, the statements made in the Consent Solicitation Documents under the caption “Material U.S. Federal Income Tax Considerations,” insofar as they purport to constitute summaries of matters of United States federal tax law and regulations or legal conclusions with respect thereto, constitute accurate summaries of the matters described therein in all material respects.

5.9                                 Conduct of Business of the Controlling Partnership.

(a)                                  Except as contemplated by this Agreement, including the Restructuring Transactions, as set forth in Section 5.9 of the Confidential Controlling Partnership Disclosure Schedule, as required by applicable law, statute, rule, ordinance or regulation or with the prior written consent of the Seller, during the period from the date of this Agreement until the Effective Time, the Controlling Partnership shall, and shall cause each of the Consolidated Persons to, conduct its business in all material respects in the usual, regular and ordinary course.  Without limiting the generality of the foregoing, except as contemplated by this Agreement, including the Restructuring Transactions, as set forth in Section 5.9 of the Confidential Controlling Partnership Disclosure Schedule or as required by applicable, law, statute, rule, ordinance or regulation or with the prior written consent of the Seller, from the date of this Agreement until the Effective Time:

(i)                                     the Controlling Partnership shall not, and shall not permit any Consolidated Person to, amend its respective partnership agreement, articles of association, certificate of incorporation, bylaws or equivalent organizational documents in any manner that would adversely affect the holders of Seller Common Units in any material respect;

(ii)                                  the Controlling Partnership shall not, and shall not permit any Consolidated Person to, make any change in any method of accounting or accounting practice or policy other than those required by GAAP or the SEC;

(iii)                               the Controlling Partnership shall not, and shall not permit the Purchaser to, adopt, enter into, amend or modify any Purchaser Enhanced Arrangement;

(iv)                              the Controlling Partnership shall not, and shall not permit any Consolidated Person to, (1) subdivide, combine or reclassify, directly or indirectly, any of

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the partnership units or partnership interests, membership interests, shares of capital stock, other equity securities or interests, (2) redeem, purchase or otherwise acquire, or call for redemption any partnership units or partnership interests, membership interests, shares of capital stock, other equity securities or interests or (3) issue any partnership units or partnership interests, membership interests, shares of capital stock or other equity securities or interests or any option, warrant or right relating thereto or any securities convertible into or exchangeable therefor, other than (A) to the Purchaser or another Consolidated Person, (B) grants of equity awards to any officer, employee, consultant, director or other service provider of the Purchaser or any of its affiliates but only to the extent such grants do not, and will not, reduce the percentage of the Class A common units of the Group Partnerships that will be owned directly or indirectly by the Seller below 30% of the outstanding Class A common units of the Group Partnerships, (C) issuances not involving securities of the Controlling Partnership or the Purchaser to third parties pursuant to an arms-length transaction, (D) issuances not involving securities of the Controlling Partnership or the Purchaser to persons who will hold a direct or indirect equity interest in Holdings following the Restructuring Transactions so long as any equity interests so issued will constitute Contributed Interests, except as otherwise set forth in Section 3.6(a) of the Confidential Controlling Partnership Disclosure Schedule, or (E) redemptions or repurchases of equity securities or interests or options, warrants or rights relating thereto or securities convertible into or exchangeable therefor from former or departing employees, members, partners, or consultants of any Consolidated Person consistent with such Consolidated Person’s ordinary practice;

(v)                                 the Controlling Partnership shall not, and shall not permit any Consolidated Person to, declare, set aside, pay or make any dividend or other distribution to the holders of its respective partnership units or partnership interests, membership interests, shares of capital stock or other equity securities or interests, except for dividends or distributions to the Purchaser or another Consolidated Person;

(vi)                              the Controlling Partnership shall not, and shall not permit any Consolidated Person to, enter into any related party transaction as such term is defined in Item 404(a) of Regulation S-K under the Securities Act other than any such transaction the terms of which are no less favorable to the Controlling Partnership or the Consolidated Person, as applicable, than those that would be available on an arm’s-length basis with a third party;

(vii)                           none of the Controlling Partnership, the Purchaser GP, KKR Management Holdings Corp. or the Purchaser shall incur or assume any indebtedness for borrowed money or guarantee any such indebtedness; and

(viii)                        the Controlling Partnership shall not, and shall not permit any Consolidated Persons to commit or agree to take, whether in writing or otherwise, any of the foregoing actions that the Controlling Partnership or such Consolidated Persons are prohibited from taking under clauses (i) through (vii) above.

In addition, the Controlling Partnership shall take the actions set forth in Section 5.9(ii) of the Confidential Controlling Partnership Disclosure Schedule on or prior to the Effective Time.

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(b)                                 Notwithstanding Section 5.9(a), nothing in this Agreement shall prohibit or otherwise prevent the Controlling Partnership or the Consolidated Persons from expanding any of their existing businesses or entering into new lines of business in the asset management or financial services industries.

5.10                           Publicity.

(a)                                  The Controlling Partnership and the Seller shall consult with each other prior to issuing any press release or other public announcement materials with respect to this Agreement or the transactions contemplated by this Agreement and neither the Controlling Partnership or the Seller shall issue any such press release or other public announcement materials without the prior consent of the other party (such consent not to be unreasonably withheld or delayed), except as may be required by law, rule or regulation, in which case the party required to make the release or announcement shall allow the other party reasonable time to comment on such release or announcement in advance of such issuance.  The Controlling Partnership and the Seller shall consult with each other regarding communications with holders of the Seller Common Units, analysts, journalists and prospective investors related to this Agreement and the transactions contemplated hereby.

(b)                                 Notwithstanding any other provisions of this Agreement, nothing contained in this Agreement shall prohibit the Seller from making any disclosure to the holders of Seller Common Units or to the public (including with respect to any change in the Independent Directors recommendation made in accordance with Section 5.1) if, in the good faith judgment of the Independent Directors after consultation with outside legal counsel, such disclosure would be required under applicable law or stock exchange rules and would be true and correct in all material respects; provided that the Controlling Partnership shall be given, to the extent possible, a reasonable time to comment on such disclosure prior to it being made to the holders of Seller Common Units or to the public.  The Controlling Partnership and Holdings acknowledge that the Seller is a publicly listed limited partnership in the Netherlands and is accordingly required to comply with applicable Dutch disclosure rules of the Dutch Financial Markets Supervision Act.

5.11                           Anti-takeover Statutes.  If any anti-takeover or similar statute or regulation is or may become applicable to the transactions contemplated by this Agreement, the Seller shall grant such approvals and take such other actions as are necessary so that such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on such transactions.

5.12                           Access to Information.  Upon reasonable notice and subject to the terms of the Confidentiality Agreement, dated June 20, 2008, between the Seller and Kohlberg Kravis ▇▇▇▇▇▇▇ & Co. L.P., the Controlling Partnership shall, and shall cause the Consolidated Persons to, afford the Seller, the Independent Directors and the respective representatives reasonable access, during normal business hours during the period prior to the Effective Time, to their respective personnel and documents (including, books, accounts, contracts, commitments, tax returns and other records) and shall furnish to the Seller, the Independent Directors and their respective representatives as promptly as practicable after receiving a request therefor such other

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information concerning the business of the Controlling Partnership and the Consolidated Persons as the Seller, the Independent Directors or their respective representatives may reasonably request; provided, that the foregoing shall not obligate the Controlling Partnership to disclose any information of the Controlling Partnership or the Consolidated Persons that the Controlling Partnership reasonably determines, based on the advice of counsel, to be privileged; provided that the Controlling Partnership shall use reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which the immediately preceding proviso applies.

5.13                           Litigation.  In the event a Proceeding (as defined below) relating to this Agreement, the Purchase and Sale or the other transactions contemplated hereby is initiated by a third party between the date of the Original Agreement and the Effective Time against the Seller, during such period the Seller shall conduct and control such Proceeding.  The Seller shall give the Controlling Partnership the opportunity to comment with respect to the defense of such Proceedings and such comments shall be duly taken into account.  The Seller shall give the Controlling Partnership the opportunity to participate in the defense of any such Proceeding, shall keep the Controlling Partnership informed of the progress of such Proceeding and its or their defense and shall make available to the Controlling Partnership all documents, notices, communications and filings (including court papers) as may be requested by the Group Partnerships.  The Seller shall not settle or compromise any such Proceeding without the prior written consent of the Controlling Partnership, which shall not be unreasonably withheld or delayed.  Following the Effective Time, the Group Partnerships shall be entitled to take control of and to conduct such Proceeding.

6.                                       INDEMNIFICATION

(a)                                  To the fullest extent permitted by applicable law, from the Effective Time through the earlier of (i) the sixth anniversary thereof and (ii) until such time as the beneficiaries of this Section 6 become entitled to the benefits of the covenants and agreements contained in Section 5 of the Investment Agreement, the Group Partnerships shall indemnify, defend and hold harmless, and provide advancement of expenses to, each present and former director and officer of the Seller GP and the persons identified in Section 6.1 of the Confidential Controlling Partnership Disclosure Schedule against all losses, liabilities, damages, judgments and fines (“Losses”) incurred in connection with any suit, claim, action, proceeding, arbitration or investigation (“Proceedings”) arising out of or related to actions taken by them in their capacity as directors or officers of the Seller GP (including, this Agreement and the transactions contemplated hereby)  or taken by them at the request of the Seller or the Seller GP, whether asserted or claimed prior to, at or after the Effective Time.

(b)                                 The Group Partnerships shall indemnify and hold harmless to the fullest extent permitted by applicable law the Purchaser, the Purchaser GP, the Controlling Partnership, the Seller and each present and former director and officer of the Seller GP and the persons identified in Section 6.1 of the Confidential Controlling Partnership Disclosure Schedule against any and all Losses to which they or any of them may become subject under the Securities Act, the Exchange Act or other applicable law, statute, rule or regulation insofar as such Losses arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Consent Solicitation Documents, the Press Release, any other document issued

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by the Controlling Partnership, the Seller or any of their respective affiliates in connection with or otherwise relating to the Purchase and Sale, or in any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and the Group Partnerships agree to reimburse each such person, as incurred, for any legal or other expenses reasonably incurred by such person in connection with investigating or defending against any such Losses to the fullest extent permitted by applicable law; provided, however that the Group Partnerships shall not be liable in any such case to the extent that any such Losses arise out of or are based upon any such untrue statement or alleged untrue statement or omission or alleged omission made in the Consent Solicitation Documents, the Press Release or in any amendment thereof or supplement thereto, or in any such other document in reliance upon and in conformity with the Specified Information.

(c)                                  The Group Partnerships shall, in respect of any indemnified person that was a director of the Seller GP as of the date of this Agreement who may be called upon, subsequent to the date of his resignation or expiration of his term, to testify in any Proceeding in connection with this Agreement or the transactions contemplated hereby, provide such person with reasonable compensation for his time spent testifying in such Proceeding and preparing for such testimony.

(d)                                 If the indemnification provided for this Section 6.1 is unavailable (other than as a result of application of the proviso to Section 6.1(b)) to or insufficient to hold harmless the indemnified person in respect of any Losses, then the Group Partnerships shall contribute to the amount paid or payable by the indemnified person as a result of such Losses (A) in such proportion as is appropriate to reflect the relative fault of the Group Partnerships, on the one hand, and the indemnified person, on the other or (B) if the allocation provided by clause (A) is not permitted by applicable law, or provides a lesser sum to the indemnified person than the amount hereinafter calculated, in such proportion as is appropriate to reflect not only the relative fault of the Group Partnerships, on the one hand, and the indemnified person, on the other, in respect of such Losses but also the relative benefits received by the Group Partnerships, on the one hand, and the indemnified person, on the other, from the transactions contemplated by this Agreement as well as any other relevant equitable considerations.  The amount paid or payable by the indemnified person as a result of the Losses referred to above in this Section 6.1 shall be deemed to include any legal or other expenses reasonably incurred by such indemnified person in connection with investigating or defending any such action or claim.  For purposes of this Section 6, any benefit or fault in respect of the transactions contemplated by this Agreement attributable to Holdings and its affiliates shall be attributed to the Group Partnerships.

(e)                                  In case any Proceeding shall be commenced or instituted involving any person in respect of which indemnity or contribution may be sought pursuant to this Section 6.1, such person shall promptly notify the Group Partnerships thereof in writing; provided that the failure to so notify the Group Partnerships will not affect the rights of such person under this Section 6.1 except to the extent that the Group Partnerships are actually prejudiced by such failure.  The Group Partnerships shall be entitled to take control of and conduct such Proceeding and to appoint counsel (including local counsel) of the Group Partnerships’ choosing to represent the indemnified party in connection with such Proceeding (in which case the Group Partnerships

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shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party).  Notwithstanding the Group Partnerships’ election to appoint counsel (including local counsel) to represent the indemnified party in connection with a Proceeding, the indemnified party shall have the right to employ separate counsel (including local counsel), and the Group Partnerships shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the Group Partnerships to represent the indemnified party would present such counsel with a conflict of interest (based on the advice of counsel to the indemnified person), (ii) such Proceeding includes both the indemnified party and the Group Partnerships, and the indemnified party shall have reasonably concluded (based on the advice of counsel to the indemnified person) that there may be legal defenses available to it and/or other indemnified parties that are different from or additional to those available to the Group Partnerships or (iii) the Group Partnerships shall authorize the indemnified party to employ separate counsel at the expense of the Group Partnerships.  It is understood that the Group Partnerships shall not, in respect of the legal expenses of any indemnified party in connection with any Proceeding or related Proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all such indemnified parties.  The Group Partnerships shall not be liable under this Section 6.1 for any settlement or compromise or consent to the entry of any judgment with respect to any pending or threatened Proceeding in respect of which indemnification or contribution may be sought under this Section 6.1 (whether or not the indemnified parties are actual or potential parties to such claim or action), unless such settlement, compromise or consent is consented to by the Group Partnerships, such consent not to be unreasonably withheld or delayed.

(f)                                    Notwithstanding any other provision of this Agreement to the contrary, the indemnified parties specified in this Section 6.1 shall be third party beneficiaries of this Section 6.1.  The provisions of this Section 6.1 are intended to be for the benefit of each such person to whom this Section 6.1 applies (and, in the case of each director of the Seller GP, for the benefit of such director in his individual capacity) and his or her heirs.  The obligations of the Group Partnerships under this Section 6.1 shall not be terminated or modified in such a manner as to adversely affect any such person to whom this Section 6.1 applies without the express written consent of such affected person.

(g)                                 If any of the Group Partnerships or their successors or assigns shall (i) consolidate with or merge into any person and shall not be the continuing or surviving person in such consolidation or merger or (ii) transfer all or substantially all of its assets to any other persons, then, and in each such case, proper provisions shall be made so that the successors and assigns of the Group Partnerships shall assume the obligations of the Group Partnerships set forth in this Section 6.1.

(h)                                 The Group Partnerships or their successors or assigns shall be entitled to repayment of all applicable expenses advanced to any person pursuant to this Section 6 if it is ultimately determined by a non-appealable judgment that such person is not entitled to indemnification hereunder with respect to the matter for which any such expenses were advanced.

(i)                                     The obligations of the Group Partnerships set forth in this Section 6 shall be joint and several.

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7.             CONDITIONS PRECEDENT

7.1           Mutual Conditions.  The respective obligations of each party to consummate the Purchase and Sale shall be subject to the satisfaction or waiver on the Satisfaction Date by the Controlling Partnership and the Seller of each of the following conditions:

(a)           Unitholder Approval.  The Requisite Unitholder Consent shall have been obtained and shall be in full force and effect.

(b)           Regulatory Approvals.  Any applicable waiting period (and any extension thereof) under the HSR Act relating to the transactions contemplated by this Agreement shall have expired or been terminated.

(c)           No Injunctions or Restraints; Illegality.  No order, injunction, judgment, award or decree issued by any Governmental Entity of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Purchase and Sale shall be in effect.  No law, statute, rule, ordinance or regulation shall have been enacted, entered, promulgated or enforced by any Governmental Entity which prohibits or makes illegal the consummation of the Purchase and Sale.

7.2           Conditions to Obligations of the Purchaser.  The obligations of the Purchaser to consummate the Purchase and Sale are also subject to the satisfaction or waiver on the Satisfaction Date by the Controlling Partnership of each of the following conditions:

(a)           Representations and Warranties.  The representations and warranties of the Seller set forth in this Agreement shall be true and correct as of the date of this Agreement and (except to the extent such representations and warranties are expressly limited to an earlier date) as of the Satisfaction Date as though made on and as of the Satisfaction Date, except where the failure of such representations and warranties to be so true and correct (without giving effect to any materiality or Material Adverse Effect or similar qualifiers set forth therein), individually or in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effect on the Acquired Partnership.  The Controlling Partnership shall have received on the Satisfaction Date a certificate, signed on behalf of the Seller by the Chief Financial Officer of the Seller, attesting to the foregoing in form and substance reasonably satisfactory to the Controlling Partnership.

(b)           Performance of Obligations by the Seller.  The Seller shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Satisfaction Date. The Controlling Partnership shall have received on the Satisfaction Date a certificate, signed on behalf of the Seller by the Chief Financial Officer of the Seller, attesting to the foregoing in form and substance reasonably satisfactory to the Controlling Partnership.

(c)           Absence of Material Adverse Effect.  Since the date of this Agreement, there shall not have been any Effect that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Acquired Partnership.

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(d)           Execution of Other Agreements.  The Investment Agreement, the Exchange Agreement and the Tax Receivables Agreement, in substantially the forms attached as an exhibit to this Agreement shall have been duly authorized, executed and delivered by the Seller and shall be in full force (it being understood that the provisions of such agreements shall not be effective until the Effective Time).

7.3           Conditions to Obligations of the Seller.  The obligations of the Seller to consummate the Purchase and Sale are also subject to the satisfaction or waiver on the Satisfaction Date by the Seller of each of the following conditions:

(a)           Representations and Warranties.  (i) The representations and warranties of the Controlling Partnership set forth in Section 3.18 shall be true and correct as of the date of this Agreement, except where the failure of such representations and warranties to be so true and correct, individually or in the aggregate has not had, and would not reasonably be expected to have, a Material Adverse Effect on the holders of Seller Common Units and (ii) the other representations and warranties of the Controlling Partnership and the representations and warranties of Holdings and the Purchaser set forth in this Agreement shall be true and correct as of the date of this Agreement and (except to the extent such representations and warranties are expressly limited to an earlier date) as of the Satisfaction Date as though made on and as of the Satisfaction Date, except where the failure of such representations and warranties to be so true and correct (without giving effect to any materiality or Material Adverse Effect or similar qualifiers set forth therein), individually or in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effect on (1) the Purchaser in the case of the other representations and warranties of the Controlling Partnership and the Purchaser, or (2) Holdings, in the case of the representations and warranties of Holdings (in each case after giving effect to the Restructuring Transactions, but, in the case of the Purchaser, excluding the Acquired Partnership and its subsidiaries).  The Seller shall have received a certificate on the Satisfaction Date signed on behalf of a senior officer of each of the Controlling Partnership GP and the general partner of Holdings attesting to the foregoing in form and substance reasonably satisfactory to the Seller.

(b)           Performance of Obligations of the Controlling Partnership.  Each of the Controlling Partnership, the Purchaser and Holdings shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Satisfaction Date.   The Seller shall have received a certificate on the Satisfaction Date signed on behalf of a senior officer of each of the Controlling Partnership GP and the general partner of Holdings attesting to the foregoing in form and substance reasonably satisfactory to the Seller.

(c)           Absence of Material Adverse Effect.  Since the date of this Agreement, there shall not have been any Effect that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the holders of the Seller Common Units.

(d)           Execution of Other Agreements.  Each of the Investment Agreement, the Exchange Agreement, the Tax Receivables Agreement, the Purchaser LPA, the Management Holdings LPA, the Fund Holdings LPA and the Lock-Up Agreements in substantially the forms attached as exhibits to this Agreement shall have been duly authorized, executed and delivered

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by each of the parties thereto (other than the Seller) and shall be in full force (it being understood that the provisions of such agreements shall not be effective until the Effective Time).

(e)           Delivery of Letters.  The Seller shall have received the “comfort” letter, the “negative assurance” letter and the opinion letter contemplated by Section 5.8 of this Agreement, each in form and substance reasonably satisfactory to the Seller.

8.             TERMINATION

8.1           Termination.  This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Satisfaction Date (or the Effective Time, in the case of clauses (a) and (b)):

(a)           by mutual written consent of the Controlling Partnership and the Seller;

(b)           by either the Controlling Partnership or the Seller if any Governmental Entity of competent jurisdiction shall have issued an order, injunction, judgment, award or decree or taken any other action permanently enjoining, restraining or otherwise prohibiting the Purchase and Sale and such order, injunction, judgment, award, decree or other action shall have become final and non-appealable; provided, however, that the right to terminate this Agreement pursuant to this Section 8.1(b) shall not be available to any party who has not used its reasonable best efforts to cause such order, injunction, judgment, award, decree or other action to be vacated, annulled or lifted;

(c)           by either the Controlling Partnership or the Seller if the consent solicitation contemplated by the Consent Solicitation Documents expires (and is not extended) and the Requisite Unitholder Consent is not obtained; provided, however, that the right to terminate this Agreement pursuant to this Section 8.1(c) shall not be available to any party whose failure to fulfill any of its obligations under this Agreement has been a principal cause of the failure of the Requisite Unitholder Consent to be obtained;

(d)           by either the Controlling Partnership or the Seller if the Satisfaction Date shall not have occurred on or before October 31, 2009 (the “Outside Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 8.1(d) shall not be available to any party whose failure to fulfill any of its obligations under this Agreement has been a principal cause of or has resulted in the failure of the Satisfaction Date to occur on or before such date;

(e)           by the Controlling Partnership if any of the conditions set forth in Section 7.1 or Section 7.2 shall become incapable of being satisfied on or before the Outside Date; provided that if the condition giving rise to the right to terminate under this Section 8.1(e) is incapable of being satisfied due to a breach by the Seller of any of its representations, warranties, covenants or agreements in this Agreement or the failure of any representation or warranty of the Seller to be true, the Controlling Partnership shall not be permitted to terminate this Agreement unless such breach or failure to be true has not been cured prior to the earlier of (i) 30 days after the giving of written notice by the Controlling Partnership to the Seller of such breach or failure to be true and (ii) the Outside Date; provided, further, that the right to terminate this Agreement pursuant to this Section 8.1(e) shall not be available to the Controlling Partnership if the Controlling Partnership is then in breach of any representation, warranty, covenant or agreement

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in this Agreement that would cause any of the conditions set forth in Section 7.1 or Section 7.3 not to be satisfied; or

(f)            by the Seller if any of the conditions set forth in Section 7.1 or Section 7.3 shall become incapable of being satisfied on or before the Outside Date; provided, that if the condition giving rise to the right to terminate under this Section 8.1(f) is incapable of being satisfied due to a breach by the Controlling Partnership, the Purchaser or Holdings of any of their respective representations, warranties, covenants or agreements in this Agreement or the failure of any representation or warranty of the Controlling Partnership, the Purchaser or Holdings to be true, the Seller shall not be permitted to terminate this Agreement unless such breach or failure to be true has not been cured prior to the earlier of (i) 30 days after the giving of written notice by the Seller to the Controlling Partnership, the Purchaser or Holdings, as applicable, of such breach or failure to be true and (ii) the Outside Date; provided, further that the right to terminate this Agreement pursuant to this Section 8.1(f) shall not be available to the Seller if the Seller is then in breach of any representation, warranty, covenant or agreement in this Agreement that would cause any of the conditions set forth in Section 7.1 or Section 7.2 not to be satisfied.

8.2           Effect of Termination.  In the event of termination of this Agreement and the abandonment of the transactions contemplated hereby pursuant to Section 8.1, this Agreement shall forthwith become void and have no effect, and no party or any of their respective affiliates, employees or representatives shall have any liability of any nature whatsoever under this Agreement, or in connection with the transactions contemplated by this Agreement, except that (i) Section 5.10 (Publicity), this Section 8.2 (Effect of Termination) and Section 9 (General Provisions) shall survive any termination of this Agreement and (ii) neither the Seller, the Purchaser, the Controlling Partnership, the Group Partnerships nor Holdings shall be relieved or released from any liabilities or damages arising out of its willful or intentional breach of any provision of this Agreement.

9.             GENERAL PROVISIONS

9.1           Nonsurvival of Representations, Warranties and Agreements.  None of the representations, warranties, covenants, agreements and provisions contained in this Agreement or in any officer’s certificate delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants, agreements and provisions, shall survive following the Satisfaction Date, except (i) those covenants and agreements contained in, Section 1.3, Section 5.2, Section 5.4, Section 5.6, Section 5.7, Section 5.9, Section 5.10, Section 5.11 and Section 5.12 shall survive until the Effective Time, (ii) those covenants contained in Section 5.5 shall survive in accordance with the terms thereof, (iii) those covenants and agreements contained in Section 6 shall survive until such time as the beneficiaries thereof become entitled to the benefits of the covenants and agreements contained in Section 5 of the Investment Agreement, and (iv) those covenants and agreements contained in Section 1.1, Section 1.2, Section 1.4, Section 5.4(c), Section 5.13 and Section 9 shall survive indefinitely.

9.2           Expenses.  All costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses; provided that if the Effective Time occurs, (i) all costs and expenses incurred by the Seller or the Seller GP in connection with this Agreement and the transactions

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contemplated hereby shall be paid by the Purchaser and (ii) all other costs and expenses incurred in connection with this Agreement shall be paid by one or more Consolidated Persons in which the Purchaser, directly or indirectly, has a 30% economic interest (it being understood that no Class A common units in the Group Partnership that are issued in accordance with Section 5.9(a)(iv)(C) or Class B common units in the Group Partnerships shall be deemed to be outstanding for purposes of calculating the Purchaser’s direct or indirect economic interest in a Consolidated Person).

9.3           Notices.  All notices and other communications hereunder shall be in writing and shall be deemed duly given (a) on the date of delivery if delivered personally, or by facsimile, upon confirmation of receipt, (b) on the first business day following the date of dispatch if delivered by a recognized next-day courier service or (c) on the fifth business day following the date of mailing if delivered by registered or certified mail, return receipt requested, postage prepaid.  All notices hereunder shall be delivered as set forth below, or pursuant to such other instructions as may be designated in writing by the party to receive such notice:

if to the Controlling Partnership, to:

KKR & Co. L.P.

▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇

▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇

Attention:  ▇▇▇▇▇ ▇. ▇▇▇▇▇▇

Facsimile:  (▇▇▇) ▇▇▇-▇▇▇▇

with a copy to (which shall not constitute notice):

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP

▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇

▇▇▇ ▇▇▇▇, ▇▇  ▇▇▇▇▇

Attention:  ▇▇▇▇ ▇. ▇▇▇▇▇

▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇

Facsimile:  (▇▇▇) ▇▇▇-▇▇▇▇

if to the Seller, to:

KKR Private Equity Investors, L.P.

▇.▇. ▇▇▇ ▇▇▇

▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇

▇▇. ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇

Channel Islands

Attention: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇

Facsimile:  ▇▇▇.▇▇▇▇.▇▇▇.▇▇▇

with a copy to (which shall not constitute notice):

▇▇▇▇▇▇ Prat

▇▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇

▇▇▇▇▇ ▇▇▇▇▇

▇▇▇▇▇▇

Attention:  ▇▇▇▇▇▇▇ Dziewolski

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     ▇▇▇▇▇▇▇▇ Kanovitch

Facsimile:  +33 (▇)▇.▇▇.▇▇.▇▇.▇▇

and

Cravath, Swaine & ▇▇▇▇▇ LLP

CityPoint | ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇

▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇

▇▇

Attention:   ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇

Facsimile:   ▇▇▇ (▇)▇▇▇ ▇▇▇ ▇▇▇▇

and

Cravath, Swaine & ▇▇▇▇▇ LLP

▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇

▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇

Attention:   ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇

Facsimile:   (▇▇▇) ▇▇▇-▇▇▇▇

9.4           Interpretation.  The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and the schedules hereto and not to any particular provision of this Agreement, and Section references are to this Agreement unless otherwise specified.  Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.”  The word “or” shall be inclusive and not exclusive.  The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.  This Agreement shall be construed without regard to any presumption or interpretation against the party drafting or causing any instrument to be drafted.  All schedules accompanying this Agreement and all information specifically referenced in any such schedule form an integral part of this Agreement, and references to this Agreement include references to them.  The term “affiliate” has the meaning given to it in Rule 12b-2 of the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the term “person” has the meaning given to it in Sections 3(a)(9) and 13(d)(3) of the Exchange Act.  Whenever this Agreement requires the Seller or the Controlling Partnership to take, or not take, any action, such requirement shall be deemed to include an undertaking on the part of the Seller GP or the Controlling Partnership GP, as the case may be, to cause the Seller or the Partnership to take, or not take, such action.  For the avoidance of doubt, no representations, warranties, covenants or agreements set forth in this Agreement are intended to apply to any portfolio companies of any of the KKR Funds.

9.5           Amendment; Waiver.  Subject to compliance with applicable law, this Agreement may be amended by the parties hereto, by a written instrument authorized and executed on behalf of the parties hereto (provided that in the case of the Seller in addition to any other requirement under applicable law, any such amendment shall be valid only if approved by all of the Independent Directors).  At any time prior to the Effective Time, each party hereto may, to the extent legally allowed, (a) extend the time for the performance of any of the

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obligations or other acts of the other party hereto, (b) waive any inaccuracies in the representations and warranties by the other parties hereto contained herein or in any document delivered pursuant hereto and (c) waive compliance by the other parties hereto with any of the agreements or conditions contained herein.  Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in a written instrument signed on behalf of such party (provided that in the case of the Seller in addition to any other requirement under applicable law, any such extension or waiver shall be valid only if approved by all of the Independent Directors), but such extension or waiver or failure to insist on strict compliance with an obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

9.6           Counterparts.  This Agreement may be executed in counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that all parties need not sign the same counterpart.

9.7           Entire Agreement.  This Agreement (together with the documents, schedules and the instruments referred to herein) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof.

9.8           Severability.  Any term or provision of this Agreement which is determined by a court of competent jurisdiction to be invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction, and if any provision of this Agreement is determined to be so broad as to be unenforceable, the provision shall be interpreted to be only so broad as is enforceable, in all cases so long as neither the economic nor legal substance of the transactions contemplated hereby is affected in any manner materially adverse to any party.

9.9           Assignment; Third Party Beneficiaries.  Neither this Agreement nor any of the rights, interests or obligations of any party hereunder shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties hereto.  Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and permitted assigns.  This Agreement (including the documents and instruments referred to herein), except for the provisions of Section 5.5 and Section 6, is not intended to, and does not, confer upon any person other than the parties hereto any rights or remedies hereunder.

9.10         Further Assurances.  The Purchaser, the Controlling Partnership, the Seller and Holdings each agrees to execute and deliver such other documents or agreements and to use their respective reasonable best efforts to take such other actions as may be reasonably necessary or desirable for the implementation of this Agreement and the consummation of the transactions contemplated hereby.

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9.11         Actions of the Seller.  The parties agree that, in accordance with Article 22(3) of the Articles of Association of the Seller GP, during the period from the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement in accordance with the terms hereof, the Independent Directors, acting based on the affirmative vote of a majority of the Independent Directors, shall be entitled to implement on behalf of the Seller the transactions contemplated by this Agreement, to exercise the rights of the Seller under this Agreement and to enforce this Agreement against the Purchaser, the Controlling Partnership and/or Holdings.  The parties hereto further agree that (i) the Seller shall not be deemed to have breached this Agreement unless such breach was due to the taking of any action, or failure to take any action, by the Independent Directors and (ii) the Controlling Partnership shall be deemed to have breached this Agreement if the Controlling Partnership or any of its affiliates (other than the Seller or the Seller GP) takes any action, or fails to take any action, that causes the Seller to breach this Agreement; provided that if the taking of such action, or failure to take such action, would not reasonably have been expected to cause the Seller to breach this Agreement, the Controlling Partnership shall not be deemed to have breached this Agreement as a result of the taking of, or failure to take, such action other than for purposes of determining whether the condition set forth in Section 7.3(b) has been satisfied and the Controlling Partnership shall have no liability to the Seller as a result of the taking of, or failure to take, such action.

9.12         Governing Law.  This Agreement shall be governed and construed in accordance with the laws of the State of New York.

9.13         Submission to Jurisdiction.  Each party irrevocably submits to the jurisdiction of (a) the Supreme Court of the State of New York, New York County, and (b) the United States District Court for the Southern District of New York, for the purposes of any suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby.  Each party agrees to commence any action, suit or proceeding relating hereto either in the United States District Court for the Southern District of New York or, if such suit, action or other proceeding may not be brought in such court for reasons of subject matter jurisdiction, in the Supreme Court of the State of New York, New York County.  Each party irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or any transaction contemplated hereby in (i) the Supreme Court of the State of New York, New York County, or (ii) the United States District Court for the Southern District of New York, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.  Each party further irrevocably consents to the service of process out of any of the aforementioned courts in any such suit, action or other proceeding by the mailing of copies thereof by mail to such party at its address set forth in this Agreement, such service of process to be effective upon acknowledgment of receipt of such registered mail; provided that nothing in this Section 9.13 shall affect the right of any party to serve legal process in any other manner permitted by law.  The consent to jurisdiction set forth in this Section 9.13 shall not constitute a general consent to service of process in the State of New York and shall have no effect for any purpose except as provided in this Section 9.13.  The parties agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

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9.14         Enforcement.  The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms on a timely basis or were otherwise breached.  It is accordingly agreed that the parties shall be entitled to an injunction or other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in any court identified in Section 9.13, this being in addition to any other remedy to which they are entitled at law or in equity.

9.15         WAIVER OF JURY TRIAL.  EACH OF THE PARTIES HEREBY WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING DIRECTLY INVOLVING ANY MATTERS (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

9.16         Effect on Original Agreement.  The parties agree that this Agreement amends and restates the Original Agreement in its entirety and upon execution and delivery of this Agreement by the parties hereto the Original Agreement shall cease to have any force or effect and no person shall have any rights or obligations with respect thereto.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first above written.

[PURCHASE AND SALE AGREEMENT SIGNATURE PAGE]

[PURCHASE AND SALE AGREEMENT SIGNATURE PAGE]

[PURCHASE AND SALE AGREEMENT SIGNATURE PAGE]

Exhibit A

KKR Private Equity Investors and KKR Agree to Business Combination

KPE Board Unanimously Approves Revised Transaction

Guernsey, Channel Islands, July 20, 2009 — KKR Private Equity Investors, L.P. (Euronext Amsterdam: KPE) and KKR & Co. L.P. (collectively with certain affiliates, “KKR”) today announced that they have entered into a revised purchase and sale agreement to combine the businesses of KPE and KKR whereby KPE would receive interests representing 30% of the outstanding equity in the combined business and the balance of the equity would be owned by KKR’s existing owners and employees.

The amended and restated purchase and sale agreement was unanimously approved by the board of directors of KPE’s general partner, acting upon the unanimous recommendation of the three directors of KPE’s general partner who are independent of both KPE and KKR under the standards of the New York Stock Exchange.

The independent directors of KPE issued the following statement related to the transaction: “In our role as Independent Directors we have unanimously recommended that the KPE Board approve this transaction.  Through this transaction, KPE unitholders will gain direct access to all of KKR’s businesses and resources, thereby improving the long-term prospects of their investments.”

Under the agreement, KKR will acquire all of the assets and all of the liabilities of KPE, and, in exchange, KPE will receive equity in the combined business.  KPE unitholders’ holdings of KPE units would not change as a result of the business combination. The transaction does not involve the payment of any cash consideration or involve an offering of any newly issued securities to the public; KKR executives are not selling any interests in the transaction.  KPE would retain its listing on the Euronext Amsterdam and the KPE units will continue to be subject to existing restrictions on ownership and transfer.

In addition, after a certain period, each of KPE and KKR will have the ability to seek a listing of the combined business in the United States following the completion of the transaction. Additional details regarding the terms and conditions of the transaction are set forth on Annex A to this press release.

While not legally required, KKR and KPE have agreed that the consummation of the transaction be conditioned upon, among other things, the consent of KPE unitholders representing a majority of the KPE units for which a properly completed consent form is properly submitted (excluding KPE units whose consent rights are controlled by KKR or its affiliates). As previously announced, holders of approximately 44% of KPE’s outstanding units have stated that they would consent to a revised transaction on the terms set forth above.

The record date for determining the KPE unitholders entitled to receive notice of, and to consent to, the transaction is the close of business on July 23, 2009.  For purposes of determining KPE unitholders as of the record date, only transactions in KPE units that have been settled as of the record date will be taken into account.  The solicitation of

consents from KPE unitholders is anticipated to commence on July 24 or as soon as practicable thereafter and the commencement will be announced by KPE by press release.

▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, co-founders of KKR, said, “We are thrilled to be taking this next step in KKR’s evolution.  Our new unitholders will participate in the financial performance of all of KKR’s businesses and benefit as we grow our asset management efforts around the world.  At the same time, we will own an even greater share of our own investments, further aligning our interests with those of our investors.  We believe the combined business will be well positioned to take advantage of the dynamic and exciting opportunities in asset management and financial services.  We appreciate the support and trust of our new unitholders and the Board and look forward to continuing our partnership.”

KPE expects that its net asset value as of June 30, 2009 on a preliminary basis will be approximately $3.0  billion, or between approximately  $14.55 and $14.75 per unit, and will issue its financial report for the six months ended June 30, 2009 on or before August 30, 2009.   KKR expects its assets under management as of June 30, 2009 to be approximately $50.8 billion and that its economic net income (ENI) and fee related earnings for the three months ended June 30, 2009 to be between approximately $345 million  and $370 million  and between approximately  $45 million  and $55 million,  respectively.

If the consent of a majority of the KPE unitholders as described above is obtained and the other conditions precedent to the transaction are satisfied or waived during the third quarter, the transaction is expected to be consummated on October 1, 2009.

Citi is acting as sole financial advisor to KPE.  Lazard is acting as financial advisor to the independent directors, and ▇▇▇▇▇▇ Prat and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇ LLP are acting as lead legal counsels to KPE and the independent directors.

▇▇▇▇▇▇▇ Sachs and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ are acting as financial advisors to KKR and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP is acting as lead legal counsel to KKR.

Citi and Lazard have each delivered to the independent directors their respective opinions to the effect that, as of the date of such opinion and based upon and subject to the assumptions made, matters considered and limitations on the scope of review undertaken by each of Citi and Lazard as set forth in their respective opinions, the consideration to be received by KPE in the transaction is fair, from a financial point of view, to KPE.  The full texts of each written opinion will be disclosed in the consent solicitation materials provided to holders of KPE common units.

About KPE

KKR Private Equity Investors, L.P. (Euronext Amsterdam: KPE) is a Guernsey limited partnership that seeks to create long-term value by participating predominantly in private equity investments identified by Kohlberg Kravis ▇▇▇▇▇▇▇ & Co. (KKR). As of June 30, 2009, KPE’s investment portfolio was substantially comprised of limited partner interests in six KKR private equity funds, co-investments in 13 companies alongside the private equity funds and three negotiated equity investments. KPE is governed by its general partner’s board of directors, which is required to have a majority of independent directors, and makes its investments as the sole limited partner of another Guernsey limited partnership, KKR PEI Investments, L.P.

The common units and related restricted depositary units of KPE are subject to a number of ownership and transfer restrictions. Information concerning these ownership and transfer restrictions is included on the Investor Relations section of KPE’s website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.

About KKR

Established in 1976, KKR is a leading global alternative asset manager. KKR’s franchise is sponsoring and managing funds that make investments in private equity, fixed income and other assets in North America, Europe, Asia and the Middle East. Throughout its history, KKR has brought a long-term investment approach, focusing on working in partnership with management teams of its portfolio companies and investing for future competitiveness and growth. KKR has more than $37.5 billion in private equity assets under management and more than $13.3 billion in credit assets under management as of June 30, 2009 through various private and publicly traded funds and separately managed accounts. KKR also carries out capital markets activities through its broker dealer subsidiaries. KKR has offices in New York, Menlo Park, San Francisco, Houston, Washington D.C., London, Paris, Hong Kong, Tokyo, Beijing, Mumbai, Dubai and Sydney. More information about KKR is available at: ▇▇▇.▇▇▇.▇▇▇.

No Offering Statement

This release does not constitute an offer of securities for sale in the United States.  Securities may not be offered or sold in the United States absent registration or an exemption from registration.  Any public offering of securities to be made in the United States will be made by means of a prospectus that may be obtained from KPE and that will contain detailed information about KPE and management, as well as financial statements.

Forward Looking Statements

This release contains certain forward-looking statements.  Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts.  The forward-looking statements are based on KPE’s and KKR’s beliefs, assumptions and expectations of their future performance, taking into account all information currently available to them.  These beliefs, assumptions and expectations can change as a result of many possible events or factors, not all of which are known to KPE and KKR or are

within their control.  If a change occurs, KPE’s and KKR’s business, financial condition, liquidity and results of operations, including net asset value, assets under management, economic net income and fee-related earnings, may vary materially from those expressed in the forward-looking statements.  The following factors, among others, could cause actual results to vary from the forward-looking statements: the risk that the transaction may not be completed on the time frame expected by the parties or at all; the possibility that the listing of the interests in the combined business on the New York Stock Exchange or The NASDAQ Stock Market may not occur; the risk that the anticipated benefits of the combined business may not be achieved; the general volatility of the capital markets; changes in KPE’s and KKR’s business strategy; availability, terms and deployment of capital; availability of qualified personnel and expense of recruiting and retaining such personnel; changes in the asset management industry, interest rates or the general economy; underperformance of KKR’s investments and decreased ability to raise funds; increased rates of default and/or decreased recovery rates on KPE’s investments; and the degree and nature of KPE’s and KKR’s competition.  Neither KPE nor KKR undertakes any obligation to update any forward-looking statements to reflect circumstances or events that occur after the date on which such statements were made except as required by law.  In addition, KKR’s and KPE’s business strategy is focused on the long-term and financial results are subject to significant volatility.

Media Contacts:

▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or ▇▇▇▇▇▇ ▇▇▇▇▇▇

Email: ▇▇▇▇▇@▇▇▇.▇▇▇

Mobile:  + ▇▇▇.▇▇▇.▇▇▇▇ or

+ ▇▇▇.▇▇▇.▇▇▇▇

KPE Investor Relations:

▇▇▇▇▇▇ ▇▇▇▇▇

Telephone: ▇▇.▇▇▇.▇▇▇.▇▇▇▇

Exhibit A

Annex A

TRANSACTION TERMS AND CONDITIONS

Exhibit B

Organizational Structure

The following diagram illustrates the ownership and organizational structure upon completion of the Restructuring Transactions and the Purchase and Sale

Exhibit C

Structuring Memorandum

This is Exhibit C to the Purchase and Sale Agreement by and among KKR & Co L.P., KKR Private Equity Investors, L.P., KKR Group Holdings L.P. (solely for purposes of Section 1.1, Section 1.2, Section 3 and Section 9.2), KKR PEI Associates, L.P. (solely for purposes of Section 1.4), KKR Holdings L.P. (solely for purposes of Section 4, Section 5.4, Section 5.10(b) and Section 9.10), KKR Management Holdings L.P. (solely for purposes of Section 6) and KKR Fund Holdings L.P. (solely for purposes of Section 6), as may be amended, supplemented or otherwise modified from time to time (the “Agreement”).  Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Agreement.

This memorandum is intended to set forth the significant steps to be taken in order to effect the Restructuring Transactions but does not purport to be a complete summary of each step that may be taken in order to effect the Restructuring Transactions.  As contemplated by the Agreement, deviations to the steps set forth herein may be made, and additional steps may be taken, so long as  such deviations or additional steps would not reasonably be expected to have an adverse impact in any material respect on the Seller, the Purchaser or the holders of the Seller Common Units or are otherwise consented to by the Seller, such consent not to be unreasonably withheld.

The order in which steps are set forth herein is for ease of presentation and is not necessarily indicative of the order in which such steps will actually be implemented.

Any tax advice included in this written communication was not intended or written to be used, and it cannot be used by the taxpayer, for the purpose of avoiding any penalties that may be imposed by any governmental taxing authority or agency.

1.     Transfer of Future Carries and contribution of the membership interests in KKR & Co LLC to Holdings

(1)   Kohlberg Kravis ▇▇▇▇▇▇▇ & Co. L.P. will distribute the allocable rights to carried interests in respect of future investments (the “Future Carries”) to KKR & Co. L.L.C. (“KKR & Co LLC”), a Delaware limited liability company.

(2)   The individuals who are members (“KKR Members”) of KKR & Co LLC will contribute their membership interests in KKR & Co LLC to Holdings in exchange for limited partner interests in Holdings.

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2.     Restructuring of KKR & Co LLC

(1)   KKR & Co LLC will contribute its general partner interest in Kohlberg Kravis ▇▇▇▇▇▇▇ & Co. L.P. and certain of the Future Carries (previously received in transaction step 1) to Management Holdings in exchange for common units (“Management Holdings Class A Units”) representing limited partner interests in Mangement Holdings LP.  (KKR & Co LLC will acquire additional Class A units in transaction step 5.)

(2)   KKR & Co LLC will contribute the remaining Future Carries (previously received in transaction step 1) to KKR Intermediate Partnership L.P. (“Intermediate Partnership”), a Cayman Islands limited partnership, in exchange for a general partner interest in Intermediate Partnership.

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3.     Contribution of 40% of Carried Interests to KKR Associates Holdings

(1)   The KKR Members and non-member executives (the “KKR Executives”) will contribute (i) 40 percent of the class of their equity interests in those general partners (the “Associates GPs”) of the various limited partnerships (the “Associates Entities”) that hold the general partner interests in certain KKR Funds and in Acquired Partnership that constitute Contributed Interests, and (ii) 40 percent of the class of their limited partnership interests of the Associates Entities that constitute Contributed Interests representing rights to carried interests on existing investments (the “Existing Carries”) to Associates Holdings in exchange for limited partner interests in Associates Holdings.  The equity interests of certain Associates GPs contributed by the KKR Members to Associates Holdings may also represent economic rights to Existing Carries.

(2)   KKR Associates Holdings will contribute the equity interests in the Associates GPs and the Existing Carries received in the immediately preceding step to Intermediate Partnership in exchange for limited partner interests in Intermediate Partnership.

Certain KKR Members will retain the interests of a separate KKR affiliated entity (“KKR SLP Limited”) that will be issued (immediately prior to step (1) above) a non-economic limited partner interest in each non-U.S. Associates Entity that will provide KKR SLP Limited with voting power relating to foreign subsidiaries held by the foreign KKR Funds.

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4.     Contribution of 60% of Carried Interests to KKR Holdings

(1)   The KKR Members and KKR Executives will contribute the remaining 60 percent of the class of their equity interests in the Associates GPs that constitute Contributed Interests and 60 percent of the class of their limited partnership interests of the Associates Entities that constitute Contributed Interests and represent Existing Carries to Holdings in exchange for limited partner interests in Holdings.

(2)   KKR Holdings will contribute certain of the equity interests in the Associates GPs and the Existing Carries received in the immediately preceding step to KKR & Co LLC in exchange for additional KKR & Co LLC interests.

(3)   KKR Holdings will contribute the remaining equity interests in the Associates GPs and the remaining Existing Carries to Intermediate Partnership in exchange for limited partner interests in Intermediate Partnership.

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5.     Contribution of Carried Interests to the Group Partnerships

(1)   Intermediate Partnership will contribute certain of the Future Carries and certain of the Existing Carries to Fund Holdings in exchange for a combination of (i) common units (“Fund Holdings Class A Units”) representing limited partner interests in Fund Holdings, and (ii) a separate class of units (“Fund Holdings Class B Units”) that entitle Intermediate Partnership to 40 percent of all distributions in respect of the Existing Carries contributed to Fund Holdings by Intermediate Partnership.

(2)   KKR & Co LLC will contribute certain of the Existing Carries to Management Holdings in exchange for additional Management Holdings Class A Units representing limited partner interests in Management Holdings.

The Fund Holdings Class A Units received by Intermediate Partnership in this transaction step 5 and the Management Holdings Class A units received by KKR & Co LLC in this transaction step 5 (and in previous transaction Step 2) will collectively provide Holdings with a 70 percent economic interest in each Group Partnership (after taking into account the economic interest of the holder of Class B units issued by Management Holdings and Fund Holdings).

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6.     The Purchase and Sale and certain transfers by Controlling Partnership

(1)   Pursuant to Section 1.1 of the Agreement, the Seller will transfer to the Purchaser the Limited Partner Interests and all other assets of the Seller, in exchange for Purchaser Common Units.

(2)   Controlling Partnership will transfer to KKR Group Limited (“Purchaser GP”), a Cayman Islands limited company, all of the equity interests in: (i) KKR Management Holdings Corp. (“Management Holdings Corp”), a Delaware corporation, (ii) Fund Holdings GP Ltd., a Cayman Islands limited company, and (iii) Fund Holdings, in exchange for all of the shares of Purchaser GP

(3)   Purchaser GP will transfer to the Purchaser all of the equity interests received in the immediately preceding step in exchange for a non-economic general partner interest in the Purchaser.

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7.     Transfer of Assets to the Group Partnerships

The Purchaser will contribute all of the Limited Partner Interests and any assets of the Seller (the “Seller Assets”), and any assets of the Acquired Partnership distributed to the Purchaser in respect of the Limited Partner Interests, directly or indirectly, to the Group Partnerships in exchange for Management Holdings Class A Units and Fund Holdings Class A Units that represent a general partner interest and provide a direct or indirect 30 percent economic interest in each respective Group Partnership (after taking into account the economic interests entitled to the Management Holdings Class B Units and Fund Holdings Class B Units).

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Exhibit D

A copy of this document has been filed as Exhibit 2.2 to the Registration Statement of KKR & Co. L.P. on Form S-1 (No. 333-165414).

Exhibit E

This document is superseded in its entirety by the Form of Exchange Agreement, a copy of which has been filed as Exhibit 10.6 to the Registration Statement of KKR & Co. L.P. on Form S-1 (No. 333-165414).

Exhibit F

A copy of this document has been filed as Exhibit 10.9 to the Registration Statement of KKR & Co. L.P. on Form S-1 (No. 333-165414).

Exhibit G

SECOND AMENDED AND RESTATED

LIMITED PARTNERSHIP AGREEMENT

OF

KKR GROUP HOLDINGS L.P.

dated as of October 1, 2009

THE PARTNERSHIP UNITS OF KKR GROUP HOLDINGS L.P. HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, THE SECURITIES LAWS OF ANY STATE, PROVINCE OR ANY OTHER APPLICABLE SECURITIES LAWS AND ARE BEING SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS.  SUCH UNITS MUST BE ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE OFFERED FOR SALE, PLEDGED, HYPOTHECATED, SOLD, ASSIGNED OR TRANSFERRED AT ANY TIME EXCEPT IN COMPLIANCE WITH (I) THE SECURITIES ACT, ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR PROVINCE, AND ANY OTHER APPLICABLE SECURITIES LAWS; AND (II) THE TERMS AND CONDITIONS OF THIS AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT.  THE UNITS MAY NOT BE TRANSFERRED OF RECORD EXCEPT IN COMPLIANCE WITH SUCH LAWS AND THIS LIMITED PARTNERSHIP AGREEMENT.  THEREFORE, PURCHASERS AND OTHER TRANSFEREES OF SUCH UNITS WILL BE REQUIRED TO BEAR THE RISK OF THEIR INVESTMENT OR ACQUISITION FOR AN INDEFINITE PERIOD OF TIME.

Table of Contents

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SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT

OF

KKR GROUP HOLDINGS L.P.

THIS SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF KKR GROUP HOLDINGS L.P. dated as of October 1, 2009, is entered into by and among KKR Group Limited, an exempted limited company formed under the laws of the Cayman Islands, as general partner, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, as withdrawing limited partner (the “Withdrawing Limited Partner”), together with any other Persons who become Partners in the Partnership or parties hereto as provided herein.

WHEREAS, the Partnership was formed and registered as an exempted limited partnership pursuant to the Act (as defined herein), by the filing of a statement with respect to section 9 of the Act (the “Statement”) with the Registrar of Exempted Limited Partnerships in the Cayman Islands and the execution by the General Partner and the Withdrawing Limited Partner of the Limited Partnership Agreement of the Partnership dated July 17, 2009 (the “Original Agreement”);

WHEREAS, the Original Agreement was amended and restated on August 4, 2009 by and among KKR Group Limited, the Withdrawing Limited Partner and KPE (the “First Amended and Restated Limited Partnership Agreement”) to provide for the governance of the Partnership and to set forth in detail their respective rights and duties relating to the Partnership and to amend and restate the Original Agreement in its entirety; and

NOW, THEREFORE, in consideration of the mutual promises and agreements herein made and intending to be legally bound hereby, the parties hereto agree to amend and restate the First Amended and Restated Limited Partnership Agreement in its entirety to read as follows:

ARTICLE I

DEFINITIONS

SECTION 1.1.                Definitions.

The following definitions shall be for all purposes, unless otherwise clearly indicated to the contrary, applied to the terms used in this Agreement.

“Act” means the Exempted Limited Partnership Law (2007 Revision) of the Cayman Islands, as it may be amended from time to time.

“Acquired Partnership Interests” means the limited partner interests in KKR PEI Investments L.P., a Guernsey limited partnership.

“Affiliate” means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with, the Person in question. As used herein, the term “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

“Agreement” means this Second Amended and Restated Limited Partnership Agreement of KKR Group Holdings L.P., as it may be amended, supplemented or restated from time to time.

“Associate” means, when used to indicate a relationship with any Person, (a) any corporation, other entity or organization of which such Person is a director, officer or partner or is, directly or indirectly, the owner of 20% or more of any class of voting stock or other voting interest; (b) any trust or other estate in which such Person has at least a 20% beneficial interest or as to which such Person serves as trustee or in a similar fiduciary capacity; and (c) any relative or spouse of such Person, or any relative of such spouse, who has the same principal residence as such Person.

“Beneficial Owner” has the meaning assigned to such term in Rules 13d-3 and 13d-5 under the Securities Exchange Act (and “Beneficially Own” and “Beneficial Ownership” shall have correlative meanings).

“Capital Account” has the meaning assigned to such term in Section 6.1.

“Capital Contribution” means any cash or cash equivalents or other property valued at its fair market value that a Partner contributes to the Partnership pursuant to this Agreement.

“Carrying Value” means, with respect to any Partnership asset, the asset’s adjusted basis for U.S. federal income tax purposes, except that the initial carrying value of assets contributed to the Partnership shall be their respective gross fair market values on the date of contribution as determined by the General Partner, and the Carrying Values of all Partnership assets shall be adjusted to equal their respective fair market values, in accordance with the rules set forth in United States Treasury Regulation Section 1.704-1(b)(2)(iv)(f), except as otherwise provided herein, as of: (a) the date of the acquisition of any additional Partnership Interest by any new or existing Partner in exchange for more than a de minimis Capital Contribution; (b) the date of the distribution of more than a de minimis amount of Partnership assets to a Partner in exchange for a Partnership Interest; (c) the date a Partnership Interest is relinquished to the Partnership; (d) the date that the Partnership issues more than a de minimis Partnership Interest to a new Partner in exchange for services; or (e) any other date specified in the United States Treasury Regulations; provided however that adjustments pursuant to clauses (a), (b) (c), (d) and (e) above shall be made only if such adjustments are deemed necessary or appropriate by the General Partner to reflect the relative economic interests of the Partners. In the case of any asset that has a Carrying Value that differs from its adjusted tax basis, Carrying Value shall be adjusted by the amount of depreciation calculated for purposes of the definition of “Net Income (Loss)” rather than the amount of depreciation determined for U.S. federal income tax purposes.

“Certificate” means a certificate, in such form as may be adopted by the General Partner, issued by the Partnership evidencing ownership of one or more Common Units or a certificate, in such form as may be adopted by the General Partner, issued by the Partnership evidencing ownership of one or more other Partnership Securities.

“Class” means the classes of Units into which the interests in the Partnership may be classified or divided from time to time pursuant to the provisions of this Agreement.

“Code” means the U.S. Internal Revenue Code of 1986, as amended and in effect from time to time. Any reference herein to a specific section or sections of the Code shall be deemed to include a reference to any corresponding provision of any successor law.

“Combined Interest” has the meaning assigned to such term in Section 11.3(a).

“Commission” means the U.S. Securities and Exchange Commission.

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“Common Unit” means a Limited Partner Interest representing a fractional part of the Limited Partner Interests of all Limited Partners and having the rights and obligations specified with respect to Common Units in this Agreement.

“Conflicts Committee” means a committee of the board of directors of KKR Management LLC composed entirely of one or more directors or managers who meet the independence standards (but not, for the avoidance of doubt, the financial literacy or financial expert qualifications) required to serve on an audit committee of a board of directors established by the Securities Exchange Act and the rules and regulations of the New York Stock Exchange; provided, however, that to the extent such committee shall not have been fully constituted, “Conflicts Committee” means the independent directors of the Board of Directors of the general partner of KPE.

“Departing General Partner” means a former General Partner from and after the effective date of any withdrawal of such former General Partner pursuant to Section 11.1.

“Disabling Event” means the events specified in section 15(5) of the Act relative to the sole or last general partner of the Partnership.

“Effective Time” shall have the meaning set forth in the Purchase and Sale Agreement.

“Encumbrance” means any mortgage, claim, lien, encumbrance, conditional sales or other title retention agreement, right of first refusal, preemptive right, pledge, option, charge, security interest or other similar interest, easement, judgment or imperfection of title of any nature whatsoever.

“ERISA” means the U.S. Employee Retirement Income Security Act of 1974, as amended.

“Event of Withdrawal” has the meaning assigned to such term in Section 11.1(a).

“Exchange Agreement” means one or more exchange agreements providing for the exchange of Group Partnership Units or other securities issued by members of the Group Partnership Group for common units of KPE, as contemplated by the Purchase and Sale Agreement.

“First Amended and Restated Limited Partnership Agreement” has the meaning set forth in the preamble of this Agreement.

“Fiscal Year” has the meaning assigned to such term in Section 8.2.

“Fund” has the meaning assigned to such term in Section 7.7(a).

“General Partner” means KKR Group Limited, a Cayman Islands exempted limited company and wholly-owned subsidiary of KKR & Co. L.P., as the general partner of the Partnership and any successor or permitted assign that is admitted to the Partnership as general partner of the Partnership, each in its capacity as a general partner of the Partnership (except as the context otherwise requires).

“General Partner Interest” means the direct or indirect management and ownership interest of the General Partner in the Partnership (in its capacity as a general partner of the Partnership without reference to any Limited Partner Interest held by it), and includes any and all benefits to which a General Partner is entitled as provided in this Agreement, together with all obligations of a General Partner to comply with the terms and provisions of this Agreement.

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“General Partner Unit” means a fractional part of the interest of the General Partner in the Partnership.

“Group” means a Person that with or through any of its Affiliates or Associates has any contract, arrangement, understanding or relationship for the purpose of acquiring, holding, voting, exercising investment power or disposing of any Partnership Securities with any other Person that Beneficially Owns, or whose Affiliates or Associates Beneficially Own, directly or indirectly, Partnership Interests.

“Group Member” means a member of the Partnership Group.

“Group Partnership I” means KKR Management Holdings L.P., a Delaware limited partnership, and any successor thereto.

“Group Partnership I General Partner” means KKR Management Holdings Corp., a Delaware corporation and the general partner of Group Partnership I, and any successor thereto.

“Group Partnership II” means KKR Fund Holdings L.P., a Cayman limited partnership, and any successor thereto.

“Group Partnership II General Partners” means the Partnership and KKR Fund Holdings GP Limited, a Cayman limited company, as general partners of Group Partnership II, and any successor thereto.

“Group Partnership Agreements” means, collectively, the Amended and Restated Limited Partnership Agreement of Group Partnership I and the Amended and Restated Limited Partnership Agreement of Group Partnership II (and the partnership agreement then in effect of any future partnership designated as a Group Partnership), as they may each be amended, supplemented or restated from time to time.

“Group Partnership General Partners” means, collectively, Group Partnership I General Partner and Group Partnership II General Partners (and the general partner of any future partnership designated as a Group Partnership).

“Group Partnership Group” means, collectively, the Group Partnerships and their respective Subsidiaries.

“Group Partnership Unit” means, collectively, one partnership unit in each of Group Partnership I and Group Partnership II (and any future partnership designated as a Group Partnership) issued under its respective Group Partnership Agreement.

“Group Partnerships” means, collectively, Group Partnership I and Group Partnership II (and any future partnership designated as a Group Partnership).

“Indemnitee” means (a) KKR Management LLC, (b) KKR & Co. L.P., (c) the General Partner, (d) any Departing General Partner, (e) any Person who is or was an Affiliate of the General Partner or any Departing General Partner, (f) any Person who is or was a member, partner, Tax Matters Partner (as defined in the Code), officer, director, employee, agent, fiduciary or trustee of any Group Member, any Group Partnership, the Partnership and its Subsidiaries, the General Partner or any Departing General Partner or any Affiliate of any Group Member, the General Partner or any Departing General Partner, (g) any Person who is or was serving at the request of the General Partner or any Departing General Partner or any Affiliate of the General Partner or any Departing General Partner as an officer, director, employee,

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member, partner, Tax Matters Partner (as defined in the Code), agent, fiduciary or trustee of another Person; provided that a Person shall not be an Indemnitee by reason of providing, on a fee-for-services basis or similar arms-length compensatory basis, agency, advisory, consulting, trustee, fiduciary or custodial services and (h) any Person the General Partner in its sole discretion designates as an “Indemnitee” for purposes of this Agreement.

“Initial Limited Partner” means KPE upon being admitted to the Partnership in accordance with Section 10.1.

“Investment Agreement” means the investment agreement between the Partnership, KKR & Co. L.P. and the other parties thereto, as amended from time to time.

“KKR & Co. L.P.” means KKR & Co. L.P., a Delaware limited partnership.

“KKR Holdings” means KKR Holdings L.P., a Cayman limited partnership.

“KKR Management LLC” means KKR Management LLC, a Delaware limited liability company and general partner of KKR & Co. L.P.

“KPE” means KKR Private Equity Investors, L.P., a Guernsey limited partnership.

“KPE Transaction” means the transaction contemplated in the Purchase and Sale Agreement.

“Limited Partner” means, unless the context otherwise requires, the Initial Limited Partner, each additional Person that acquires a Limited Partner Interest and is admitted to the Partnership as a limited partner of the Partnership pursuant to the terms of this Agreement and any Departing General Partner upon the change of its status from General Partner to Limited Partner pursuant to Section 11.3, in each case, in such Person’s capacity as a limited partner of the Partnership as long as such Person holds at least one Limited Partner Interest. For purposes of the Act, the Limited Partners shall constitute a single class or group of limited partners.

“Limited Partner Interest” means the ownership interest of a Limited Partner in the Partnership, which may be evidenced by Common Units or other Partnership Securities or a combination thereof or interest therein, and includes any and all benefits to which such Limited Partner is entitled as provided in this Agreement, including voting rights, together with all obligations of such Limited Partner to comply with the terms and provisions of this Agreement.

“Liquidation Date” means (a) in the case of an event giving rise to the dissolution of the Partnership of the type described in clauses (a) and (b) of the first sentence of Section 12.2, the date on which the applicable time period during which the holders of Outstanding Units have the right to elect to continue the business of the Partnership has expired without such an election being made, and (b) in the case of any other event giving rise to the dissolution of the Partnership, the date on which such event occurs.

“Liquidator” means the General Partner or one or more Persons as may be selected by the General Partner to perform the functions described in Section 12.3 as liquidating trustee of the Partnership within the meaning of the Act.

“Merger Agreement” has the meaning assigned to such term in Section 14.1.

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“Net Income (Loss)” for any Fiscal Year (or other fiscal period) means the taxable income or loss of the Partnership for such period as determined in accordance with the accounting method used by the Partnership for U.S. federal income tax purposes with the following adjustments: (i) any income of the Partnership that is exempt from U.S. federal income taxation and not otherwise taken into account in computing Net Income (Loss) shall be added to such taxable income or loss; (ii) if the Carrying Value of any asset differs from its adjusted tax basis for U.S. federal income tax purposes, any depreciation, amortization or gain or loss resulting from a disposition of such asset shall be calculated with reference to such Carrying Value; (iii) upon an adjustment to the Carrying Value of any asset, pursuant to the definition of Carrying Value, the amount of the adjustment shall be included as gain or loss in computing such taxable income or loss; and (iv) any expenditures of the Partnership not deductible in computing taxable income or loss, not properly capitalizable and not otherwise taken into account in computing Net Income (Loss) pursuant to this definition shall be treated as deductible items.

“Opinion of Counsel” means a written opinion of counsel or, in the case of tax matters, a qualified tax advisor (who may be regular counsel or tax adviser, as the case may be, to the Partnership or the General Partner or any of its Affiliates) acceptable to the General Partner in its discretion.

“Original Agreement” has the meaning assigned to such term in the preamble of this Agreement.

“Outstanding” means, with respect to Partnership Securities, all Partnership Securities that are issued by the Partnership and reflected as outstanding on the Partnership’s books and records as of the date of determination; provided however that if at any time any Person or Group (other than the General Partner or its Affiliates) Beneficially Owns 20% or more of any class of Outstanding Common Units, all Common Units owned by such Person or Group shall not be entitled to be voted on any matter and shall not be considered to be Outstanding when sending notices of a meeting of Limited Partners to vote on any matter (unless otherwise required by law), calculating required votes, determining the presence of a quorum or for other similar purposes under this Agreement (such Common Units shall not, however, be treated as a separate class of Partnership Securities for purposes of this Agreement); provided further that the foregoing limitation shall not apply (i) to KPE, (ii) to any Person or Group who acquired 20% or more of any Outstanding Common Units of any class then Outstanding directly from the General Partner or its Affiliates, (iii) to any Person or Group who acquired 20% or more of any Outstanding Common Units of any class then Outstanding directly or indirectly from a Person or Group described in clause (ii) provided that the General Partner shall have notified such Person or Group in writing that such limitation shall not apply or (iv) to any Person or Group who acquired 20% or more of any Common Units issued by the Partnership with the prior approval of the General Partner. The determinations of the matters described in clauses (ii), (iii) and (iv) of the foregoing sentence shall be conclusively determined by the General Partner in its sole discretion, which determination shall be final and binding on all Partners.

“Partners” means the General Partner and the Limited Partners.

“Partnership” means KKR Group Holdings L.P., a limited partnership formed under the laws of the Cayman Islands.

“Partnership Group” means the Partnership and its Subsidiaries treated as a single consolidated entity.

“Partnership Interest” means an interest in the Partnership, which shall include the General Partner Interests and Limited Partner Interests.

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“Partnership Security” means any equity interest in the Partnership (but excluding any options, rights, warrants and appreciation rights relating to an equity interest in the Partnership), including without limitation Common Units and General Partner Units.

“Percentage Interest” means, as of any date of determination, (i) as to any holder of Common Units in its capacity as such, the quotient obtained by dividing (x) the number of Common Units held by such holder by (y) the total number of all Outstanding Common Units, and (ii) as to any holder of General Partner Units in its capacity as such with respect to such General Partner Units, 0%.

“Person” means an individual or a corporation, limited liability company, partnership, joint venture, trust, unincorporated organization, association (including any group, organization, co-tenancy, plan, board, council or committee), government (including a country, state, county, or any other governmental or political subdivision, agency or instrumentality thereof) or other entity (or series thereof).

“Pro Rata” means (a) in respect of Units or any class thereof, apportioned equally among all designated Units, and (b) in respect of Partners or Record Holders, apportioned among all Partners or Record Holders, as the case may be, in accordance with their relative Percentage Interests.

“Purchase and Sale Agreement” means the amended and restated purchase and sale agreement between the Partnership, KPE and the other parties thereto, dated July 19, 2009.

“Quarter” means, unless the context requires otherwise, a fiscal quarter of the Partnership, or with respect to the first fiscal quarter of the Partnership after the Effective Time the portion of such fiscal quarter after the Effective Time or, with respect to the final fiscal quarter of the Partnership, the relevant portion of such fiscal quarter.

“Record Date” means the date and time established by the General Partner pursuant to Section 13.4 or, if applicable, the Liquidator pursuant to Section 12.4, in each case in its sole discretion for determining (a) the identity of the Record Holders entitled to notice of, or to vote at, any meeting of Limited Partners or entitled to vote by ballot or give approval of Partnership action in writing without a meeting or entitled to exercise rights in respect of any lawful action of Limited Partners or (b) the identity of Record Holders entitled to receive any report or distribution or to participate in any offer or other business of the Partnership.

“Record Holder” means the Person in whose name a Partnership Interest is registered on the books of the Partnership as of the Record Date.

“Securities Act” means the U.S. Securities Act of 1933, as amended, supplemented or restated from time to time and any successor to such statute.

“Securities Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, supplemented or restated from time to time and any successor to such statute.

“Similar Law” means any law or regulation that could cause the underlying assets of the Partnership to be treated as assets of the Limited Partner by virtue of its limited partner interest in the Partnership and thereby subject the Partnership, the General Partner, KKR & Co. L.P. or KKR Management LLC (or other persons responsible for the investment and operation of the Partnership’s assets) to laws that are similar to the fiduciary responsibility or prohibited transaction provisions contained in Title I of ERISA or Section 4975 of the Code.

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“Special Approval” means either (a) approval by a majority of the members of the Conflicts Committee or, if there is only one member of the Conflicts Committee, approval by the sole member of the Conflicts Committee, or (b) approval by the vote of the Record Holders representing a majority of the voting power of the Voting Units (excluding Voting Units owned by the General Partner and its Affiliates).

“Statement” has the meaning assigned to such term in the preamble of this Agreement.

“Subsidiary” means, with respect to any Person, (a) a corporation of which more than 50% of the voting power of shares entitled (without regard to the occurrence of any contingency) to vote in the election of directors or other governing body of such corporation is owned, directly or indirectly, at the date of determination, by such Person, by one or more Subsidiaries of such Person or a combination thereof, (b) a partnership (whether general or limited) in which such Person or a Subsidiary of such Person is, at the date of determination, a general or limited partner of such partnership, but only if more than 50% of the partnership interests of such partnership (considering all of the partnership interests of the partnership as a single class) is owned, directly or indirectly, at the date of determination, by such Person, by one or more Subsidiaries of such Person, or a combination thereof, (c) any other Person (other than a corporation or a partnership) in which such Person, one or more Subsidiaries of such Person, or a combination thereof, directly or indirectly, at the date of determination, has (i) at least a majority ownership interest or (ii) the power to elect or direct the election of a majority of the directors or other governing body of such Person or (d) any other Person the financial information of which is consolidated by such Person for financial reporting purposes under U.S. GAAP.

“Tax Receivable Agreement” means the Tax Receivable Agreement to be entered into substantially concurrently with the KPE Transaction among KPE and KKR Holdings, or certain transferees of its limited partner interests in the Group Partnerships.

“Unit” means a Partnership Interest that is designated as a “Unit” and shall include Common Units and General Partner Units.

“Unitholders” means the holders of Units.

“U.S. GAAP” means U.S. generally accepted accounting principles consistently applied.

“US Listing” shall have the meaning set forth in the Investment Agreement.

“Voting Unit” means a Common Unit and any other Partnership Interest that is designated as a “Voting Unit” from time to time.

“Withdrawing Limited Partner” has the meaning assigned to such term in the preamble to this Agreement.

SECTION 1.2.                Construction.

Unless the context requires otherwise: (a) any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa; (b) references to Articles and Sections refer to Articles and Sections of this Agreement; and (c) the terms “include,” “includes,” “including” or words of like import shall be deemed to be followed by the words “without limitation;” and the terms “hereof,” “herein” or “hereunder” refer to this Agreement as a whole and not to any particular provision of this Agreement. The

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table of contents and headings contained in this Agreement are for reference purposes only, and shall not affect in any way the meaning or interpretation of this Agreement.

ARTICLE II

ORGANIZATION

SECTION 2.1.                Formation.

The Partnership was formed and registered as an exempted limited partnership under the provisions of the Act by the filing on July 17, 2009 of the Statement as provided in the preamble of this Agreement and the execution of the Original Agreement. If requested by a General Partner, the Limited Partners shall promptly execute all certificates and other documents consistent with the terms of this Agreement necessary for a General Partner to accomplish all filing, recording, publishing and other acts as may be appropriate to comply with all requirements for (a) the formation and operation of an exempted limited partnership under the laws of the Cayman Islands, (b) if a General Partner deems it advisable, the operation of the Partnership as a limited partnership, or partnership in which the Limited Partners have limited liability, in all jurisdictions where the Partnership proposes to operate and (c) all other filings required to be made by the Partnership.

SECTION 2.2.                Name.

The name of the Partnership shall be “KKR Group Holdings L.P.” The Partnership’s business may be conducted under any other name or names as determined by the General Partner in its sole discretion, including the name of the General Partner. The words “Limited Partnership,” “LP,” “L.P.,” “Ltd.” or similar words or letters shall be included in the Partnership’s name where necessary for the purpose of complying with the laws of any jurisdiction that so requires. The General Partner may change the name of the Partnership at any time and from time to time by filing an amendment to the Statement and Original Agreement (and upon any such filing this Agreement shall be deemed automatically amended to change the name of the Partnership) and shall notify the Limited Partners of such change in the next regular communication to the Limited Partners.

SECTION 2.3.                Registered Office.

To the extent required by the Act, the Partnership will continuously maintain a registered office at the offices of ▇▇▇▇▇▇ Corporate Services Limited, ▇▇▇▇▇▇ House, ▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇-▇▇▇▇, Cayman Islands or at such other place within the Cayman Islands as a General Partner from time to time may select.

SECTION 2.4.                Purpose and Business.

The Partnership was formed for the object and purpose of, and the nature and character of the business to be conducted by the Partnership is, engaging in any lawful act or activity to be carried out and undertaken either in or from within the Cayman Islands or elsewhere, including holding limited and general partner interests in other limited partnerships, upon the terms, with the rights and powers, and subject to the conditions, limitations, restrictions and liabilities set forth herein.

SECTION 2.5.                Powers.

Subject to the limitations set forth in this Agreement, the Partnership will possess and may exercise all of the powers and privileges granted to it by the Act including, without limitation, the

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ownership and operation of the assets contributed to the Partnership by the Partners, by any other law or this Agreement, together with all powers incidental thereto, so far as such powers are necessary or convenient to the conduct, promotion or attainment of the purpose of the Partnership set forth in Section 2.4.

SECTION 2.6.                Term.

The term of the Partnership commenced on the execution of the Original Agreement, and the term shall continue until the dissolution of the Partnership in accordance with Article XII. The existence of the Partnership shall continue until a notice of dissolution signed by a General Partner has been filed with the Cayman Islands Registrar of Exempted Limited Partnerships.

SECTION 2.7.                Title to Partnership Assets.

Title to Partnership assets, whether real, personal or mixed and whether tangible or intangible, shall be deemed to be owned by the Partnership as an entity, and no Partner, individually or collectively, shall have any ownership interest in such Partnership assets or any portion thereof. Title to any or all of the Partnership assets may be held in the name of the Partnership, the General Partner, one or more of its Affiliates or one or more nominees, as the General Partner may determine. The General Partner hereby declares and warrants that any Partnership assets for which record title is held in the name of the General Partner or one or more of its Affiliates or one or more nominees shall be held by the General Partner or such Affiliate or nominee for the use and benefit of the Partnership in accordance with the provisions of this Agreement; provided however, that the General Partner shall use reasonable efforts to cause record title to such assets (other than those assets in respect of which the General Partner in its sole discretion determines that the expense and difficulty of conveyancing makes transfer of record title to the Partnership impracticable) to be vested in the Partnership as soon as reasonably practicable; provided further that prior to the withdrawal of the General Partner or as soon thereafter as practicable, the General Partner shall use reasonable efforts to effect the transfer of record title to the Partnership and, prior to any such transfer, will provide for the use of such assets in a manner satisfactory to the General Partner. All Partnership assets shall be recorded as the property of the Partnership in its books and records, irrespective of the name in which record title to such Partnership assets is held.

SECTION 2.8.                Certain Undertakings Relating to the Separateness of the Partnership.

(a)    Separateness Generally. The Partnership shall conduct its business and operations separate and apart from those of any other Person (other than the General Partner) in accordance with this Section 2.8.

(b)    Separate Records. The Partnership shall maintain (i) its books and records, (ii) its accounts, and (iii) its financial statements separate from those of any other Person except for a Person whose financial results are required to be consolidated with the financial results of the Partnership.

(c)    No Effect. Failure by the General Partner or the Partnership to comply with any of the obligations set forth above shall not affect the status of the Partnership as a separate legal entity, with its separate assets and separate liabilities.

SECTION 2.9.                Withdrawing Limited Partner.

The execution of this Agreement by the Withdrawing Limited Partner constitutes his withdrawal as a limited partner of the Partnership as of the Effective Time.  Because of such withdrawal, the

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Withdrawing Limited Partner has no further right, interest or obligation of any kind whatsoever as a limited partner of the Partnership, effective immediately after Effective Time.  Any capital contribution of the Withdrawing Limited Partner will be returned to him at the Effective Time.

ARTICLE III

RIGHTS OF LIMITED PARTNERS

SECTION 3.1.                Limitation of Liability.

The Limited Partners shall have no liability under this Agreement except as expressly provided in this Agreement or the Act.

SECTION 3.2.                Management of Business.

No Limited Partner, in its capacity as such, shall take part in the operation, management or control (within the meaning of the Act) of the Partnership’s business, transact any business in the Partnership’s name or have the power to sign documents for or otherwise bind the Partnership. Any action taken by any Affiliate of the General Partner or any officer, director, employee, manager, member, general partner, agent or trustee of the General Partner or any of its Affiliates, or any officer, director, employee, manager, member, general partner, agent or trustee of a Group Member, in its capacity as such, shall not be deemed to be taking part in the conduct of the business of the Partnership by a limited partner of the Partnership and shall not affect, impair or eliminate the limitations on the liability of the Limited Partners under this Agreement or the Act.

SECTION 3.3.                Outside Activities of the Limited Partners.

Any Limited Partner shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Partnership, including business interests and activities in direct competition with the Partnership Group or an Affiliate of a Group Member. Neither the Partnership nor any of the other Partners shall have any rights by virtue of this Agreement in any business ventures of any Limited Partner.

SECTION 3.4.                Rights of Limited Partners.

(a)    In addition to other rights provided by this Agreement or by applicable law, and except as limited by Section 3.4(b), each Limited Partner shall have the right, for a purpose reasonably related to such Limited Partner’s interest as a Limited Partner in the Partnership, upon reasonable written demand stating the purpose of such demand and at such Limited Partner’s own expense:

(i)    promptly after its becoming available, to obtain a copy of the Partnership’s U.S. federal income tax returns for each year; and

(ii)    to obtain a copy of this Agreement and the Original Agreement and all amendments thereto, together with a copy of the executed copies of all powers of attorney pursuant to which this Agreement, the Original Agreement and all amendments thereto have been executed.

(b)    The General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner determines in its sole discretion, (i) any information that the General Partner reasonably believes to be in the nature of trade secrets or (ii) other information the disclosure of which the General Partner believes (A) is not in the best interests of the Partnership Group, (B) could damage the

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Partnership Group or its business or (C) that any Group Member is required by law or by agreement with any third party to keep confidential (other than agreements with Affiliates of the Partnership the primary purpose of which is to circumvent the obligations set forth in this Section 3.4).

ARTICLE IV

CERTIFICATES; RECORD HOLDERS; TRANSFER OF

PARTNERSHIP INTERESTS; REDEMPTION OF PARTNERSHIP INTERESTS

SECTION 4.1.                Certificates.

Notwithstanding anything otherwise to the contrary herein, unless the General Partner shall determine otherwise in respect of some or all of any or all Classes of Partnership Interests, Partnership Interests shall not be evidenced by Certificates. Certificates that may be issued shall be executed on behalf of the Partnership by the General Partner (and by any appropriate officer of the General Partner on behalf of the General Partner).

SECTION 4.2.                [Intentionally omitted].

SECTION 4.3.                Record Holders.

The Partnership shall be entitled to recognize the Record Holder as the owner with respect to any Partnership Interest and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such Partnership Interest on the part of any other Person, regardless of whether the Partnership shall have actual or other notice thereof, except as otherwise required by law or applicable rule, regulation or guideline. Without limiting the foregoing, when a Person (such as a broker, dealer, bank, trust company or clearing corporation or an agent of any of the foregoing) is acting as nominee, agent or in some other representative capacity for another Person in acquiring or holding Partnership Interests, as between the Partnership on the one hand, and such other Persons on the other, such representative Person shall be the Record Holder of such Partnership Interest.

SECTION 4.4.                Transfer Generally.

(a)    The term “transfer,” when used in this Agreement with respect to a Partnership Interest, shall be deemed to refer to a transaction (i) by which the General Partner assigns its General Partner Units to another Person who becomes a General Partner, and includes a sale, assignment, gift, pledge, encumbrance, hypothecation, mortgage, exchange, or any other disposition by law or otherwise or (ii) by which the holder of a Limited Partner Interest assigns such Limited Partner Interest to another Person, and includes a sale, assignment, gift, exchange or any other disposition by law or otherwise, including any transfer upon foreclosure of any pledge, encumbrance, hypothecation or mortgage.

(b)    No Partnership Interest shall be transferred, in whole or in part, except in accordance with the terms and conditions set forth in this Article IV. Any transfer or purported transfer of a Partnership Interest not made in accordance with this Article IV shall be null and void.

(c)    Nothing contained in this Agreement shall be construed to prevent a disposition by any limited partner or other beneficial owner of the General Partner of any or all of the issued and outstanding limited partnership interests or other interests in the General Partner.

SECTION 4.5.                Restrictions on Transfers.

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(a)    No Limited Partner or Assignee may transfer all or any portion of its Partnership Interests (or any beneficial interest therein) unless the General Partner and each of the Limited Partners consent in writing thereto, which consent may be given or withheld, or made subject to such conditions as are determined by the General Partner, in the General Partner’s sole discretion.

(b)    No Limited Partner or Assignee may create an Encumbrance with respect to all or any portion of its Partnership Interests (or any beneficial interest therein) other than Encumbrances that run in favor of the Limited Partner unless the General Partner consents in writing thereto, which consent may be given or withheld, or made subject to such conditions as are determined by the General Partner, in the General Partner’s sole discretion.  Consent of the General Partner shall be withheld until the holder of the Encumbrance acknowledges the terms and conditions of this Agreement.  Any purported Encumbrance that is not in accordance with this Agreement shall be, to the fullest extent permitted by law, null and void.

SECTION 4.6.      Further Restrictions.  Notwithstanding any contrary provision in this Agreement, in no event may any transfer of a Partnership Interest be made by any Limited Partner or Assignee if:

(A)       such transfer is made to any Person who lacks the legal right, power or capacity to own such Partnership Interest;

(B)        such transfer would require the registration of such transferred Partnership Interest or of any class of Partnership Interest pursuant to any applicable U.S. federal or state securities laws (including, without limitation, the Securities Act or the Securities Exchange Act) or other non-U.S securities laws or would constitute a non-exempt distribution pursuant to applicable provincial or state securities laws;

(C)        such transfer would cause (i) all or any portion of the assets of the Partnership to (A) constitute “plan assets” (under ERISA, the Code or any applicable Similar Law) of any existing or contemplated Limited Partner, or (B) be subject to the provisions of ERISA, Section 4975 of the Code or any applicable Similar Law, or (ii) the General Partner to become a fiduciary with respect to any existing or contemplated Limited Partner, pursuant to ERISA, any applicable Similar Law, or otherwise;

(D)        to the extent requested by the General Partner, the Partnership does not receive such legal or tax opinions and written instruments (including, without limitation, copies of any instruments of transfer and such Assignee’s consent to be bound by this Agreement as an Assignee) that are in a form satisfactory to the General Partner, as determined in the General Partner’s sole discretion.

ARTICLE V

CAPITAL CONTRIBUTIONS AND ISSUANCE OF PARTNERSHIP INTERESTS

SECTION 5.1.                Contributions by the General Partner and its Affiliates.

The General Partner shall not be obligated to make any Capital Contributions to the Partnership.

SECTION 5.2.                Contributions by KPE.

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At or about the Effective Time and pursuant to the Purchase and Sale Agreement, KPE shall contribute the Acquired Partnership Interests and all of the other assets of KPE to the Partnership and the Partnership shall issue the number of Common Units required to be issued pursuant to the Purchase and Sale Agreement to KPE in accordance with the Purchase and Sale Agreement, and KPE shall be admitted to the Partnership as the Initial Limited Partner subject to and in accordance with Section 10.1.

SECTION 5.3.                Interest and Withdrawal.

No interest on Capital Contributions shall be paid by the Partnership. No Partner shall be entitled to the withdrawal or return of its Capital Contribution, except to the extent, if any, that distributions are made pursuant to this Agreement or upon dissolution of the Partnership and then in each case only to the extent provided for in this Agreement. Except to the extent expressly provided in this Agreement (including with respect to Partnership Securities subsequently issued by the Partnership), no Partner shall have priority over any other Partner either as to the return of Capital Contributions or as to profits, losses or distributions.

SECTION 5.4.                Issuances of Additional Partnership Securities.

(a)    The Partnership may issue additional Partnership Securities and options, rights, warrants and appreciation rights relating to Partnership Securities for any Partnership purpose at any time and from time to time to such Persons for such consideration and on such terms and conditions as the General Partner shall determine in its sole discretion, all without the approval of any Limited Partners, including pursuant to Section 7.4(c).

(b)    Each additional Partnership Security authorized to be issued by the Partnership pursuant to Section 5.4(a) and Section 7.4(c) may be issued in one or more classes, or one or more series of any such classes, with such designations, preferences, rights, powers and duties (which may be senior to existing classes and series of Partnership Securities), as shall be fixed by the General Partner in its sole discretion, including (i) the right to share in Partnership Net Income (Loss) or items thereof; (ii) the right to share in Partnership distributions; (iii) the rights upon dissolution and liquidation of the Partnership; (iv) whether, and the terms and conditions upon which, the Partnership may or shall be required to redeem the Partnership Security (including sinking fund provisions); (v) whether such Partnership Security is issued with the privilege of conversion or exchange and, if so, the terms and conditions of such conversion or exchange; (vi) the terms and conditions upon which each Partnership Security will be issued, evidenced by Certificates and assigned or transferred; (vii) the method for determining the Percentage Interest as to such Partnership Security; and (viii) the right, if any, of the holder of each such Partnership Security to vote on Partnership matters, including matters relating to the relative designations, preferences, rights, powers and duties of such Partnership Security.

(c)    The General Partner is hereby authorized to take all actions that it determines to be necessary or appropriate in connection with (i) each issuance of Partnership Securities and options, rights, warrants and appreciation rights relating to Partnership Securities pursuant to this Section 5.4 and Section 7.4(c), including the admission of additional Limited Partners in connection therewith and any related amendment of this Agreement, and (ii) all additional issuances of Partnership Securities and options, rights, warrants and appreciation rights relating to Partnership Securities. The General Partner shall determine in its sole discretion the relative rights, powers and duties of the holders of the Units or other Partnership Securities or options, rights, warrants or appreciation rights relating to Partnership Securities being so issued. The General Partner is authorized to do all things that it determines to be necessary or appropriate in connection with any future issuance of Partnership Securities or options, rights, warrants or appreciation rights relating to Partnership Securities, including compliance with any statute, rule, regulation or guideline of any governmental agency.

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SECTION 5.5.                Preemptive Rights.

Unless otherwise determined by the General Partner, in its sole discretion, no Person shall have any preemptive, preferential or other similar right with respect to the issuance of any Partnership Security, whether unissued, held in the treasury or hereafter created.

SECTION 5.6.                Splits and Combinations.

(a)    Subject to Section 5.6(d), the Partnership may make a Pro Rata distribution of Partnership Securities to all Record Holders or may effect a subdivision or combination of Partnership Securities so long as, after any such event, each Partner shall have the same Percentage Interest in the Partnership as before such event, and any amounts calculated on a per Unit basis or stated as a number of Units are proportionately adjusted retroactive to the beginning of the Partnership.

(b)    Whenever such a distribution, subdivision or combination of Partnership Securities or options, rights, warrants or appreciation rights relating to Partnership Securities is declared, the General Partner shall select a Record Date as of which the distribution, subdivision or combination shall be effective and shall provide notice thereof at least 20 days prior to such Record Date to Unitholders not less than 10 days prior to the date of such notice. The General Partner also may cause a firm of independent public accountants selected by it to calculate the number of Partnership Securities or options, rights, warrants or appreciation rights relating to Partnership Securities to be held by each Record Holder after giving effect to such distribution, subdivision or combination. The General Partner shall be entitled to rely on any certificate provided by such firm as conclusive evidence of the accuracy of such calculation.

(c)    Promptly following any such distribution, subdivision or combination, the Partnership may issue Certificates to the Record Holders of Partnership Securities or options, rights, warrants or appreciation rights relating to Partnership Securities as of the applicable Record Date representing the new number of Partnership Securities or options, rights, warrants or appreciation rights relating to Partnership Securities held by such Record Holders, or the General Partner may adopt such other procedures that it determines to be necessary or appropriate to reflect such changes. If any such combination results in a smaller total number of Partnership Securities Outstanding or outstanding options, rights, warrants or appreciation rights relating to Partnership Securities, the Partnership shall require, as a condition to the delivery to a Record Holder of any such new Certificate, the surrender of any Certificate held by such Record Holder immediately prior to such Record Date.

(d)    The Partnership shall not be required to issue fractional Units upon any distribution, subdivision or combination of Units. If a distribution, subdivision or combination of Units would result in the issuance of fractional Units but for the provisions of this Section 5.6(d), the General Partner in its sole discretion may determine that each fractional Unit shall be rounded to the nearest whole Unit (and a 0.5 Unit shall be rounded to the next higher Unit).

ARTICLE VI

ALLOCATIONS AND DISTRIBUTIONS

SECTION 6.1.                Establishment and Maintenance of Capital Accounts.

There shall be established for each Partner on the books of the Partnership as of the date such Partner becomes a Partner a capital account (each being a “Capital Account”). Each Capital Contribution by any Partner, if any, shall be credited to the Capital Account of such Partner on the date such Capital

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Contribution is made to the Partnership. In addition, each Partner’s Capital Account shall be (a) credited with (i) such Partner’s allocable share of any Net Income (or items thereof) of the Partnership, and (ii) the amount of any Partnership liabilities that are assumed by the Partner or secured by any Partnership property distributed to the Partner and (b) debited with (i) the amount of distributions (and deemed distributions) to such Partner of cash or the fair market value of other property so distributed, (ii) such Partner’s allocable share of Net Loss (or items thereof) of the Partnership, and (iii) the amount of any liabilities of the Partner assumed by the Partnership or which are secured by any property contributed by the Partner to the Partnership. Any other item which is required to be reflected in a Partner’s Capital Account under Section 704(b) of the Code and the United States Treasury Regulations promulgated thereunder or otherwise under this Agreement shall be so reflected. The General Partner shall make such adjustments to Capital Accounts as it determines in its sole discretion to be appropriate to ensure allocations are made in accordance with a Partner’s interest in the Partnership. Interest shall not be payable on Capital Account balances. The Partnership Capital Accounts shall be maintained in accordance with the provisions of Treasury Regulations section 1.704-1(b)(2)(iv)(f) and, to the extent not inconsistent with such regulation, the provisions of this Agreement. The Capital Account of each holder of General Partner Units shall at all times be zero, except to the extent such holder also holds Partnership Interests other than General Partner Units.

SECTION 6.2.                Allocations.

Net Income (Loss) (including items thereof) of the Partnership for each Fiscal Year shall be allocated to each Partner in accordance with such Partner’s Percentage Interest, except as otherwise determined by the General Partner in its sole discretion in order to comply with the Code or applicable regulations thereunder.

SECTION 6.3.                Requirement and Characterization of Distributions; Distributions to Record Holders.

(a)    The General Partner, in its sole discretion, may authorize distributions by the Partnership to the Partners, which distributions shall be made Pro Rata in accordance with the Partners’ respective Percentage Interests.

(b)    The General Partner shall treat taxes paid by the Partnership on behalf of, or amounts withheld with respect to, less than all of the Partners, as a distribution of cash to such Partners.

(c)    Notwithstanding Section 6.3(a), in the event of the dissolution of the Partnership, all receipts received during or after the Quarter in which the Liquidation Date occurs shall be applied and distributed solely in accordance with, and subject to the terms and conditions of, Section 12.4.

(d)    Each distribution in respect of a Partnership Interest shall be paid by the Partnership, directly or through any other Person or agent, only to the Record Holder of such Partnership Interest as of the Record Date set for such distribution. Such payment shall constitute full payment and satisfaction of the Partnership’s liability in respect of such payment, regardless of any claim of any Person who may have an interest in such payment by reason of an assignment or otherwise.

(e)    Notwithstanding any provision to the contrary contained in this Agreement, the Partnership, and the General Partner on behalf of the Partnership, shall not be required to make a distribution to a Partner or a Record Holder if such distribution would violate applicable law.

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ARTICLE VII

MANAGEMENT AND OPERATION OF BUSINESS

SECTION 7.1.                Management.

(a)    The General Partner shall conduct, direct and manage all activities of the Partnership. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Partnership shall be exclusively vested in the General Partner, and no Limited Partner shall take part in the conduct of the business of the Partnership. In addition to the powers now or hereafter granted a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3, shall have full power and authority to do all things and on such terms as it determines, in its sole discretion, to be necessary or appropriate to conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following:

(i)    the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible or exchangeable into Partnership Securities or options, rights, warrants or appreciation rights relating to Partnership Securities, and the incurring of any other obligations;

(ii)    the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership;

(iii)    the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger or other combination of the Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.3 and Article XIV);

(iv)    the use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Partnership Group; subject to Section 7.6(a), the lending of funds to other Persons; the repayment or guarantee of obligations of any Group Member and the making of Capital Contributions to any Group Member;

(v)    the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Partnership under contractual arrangements to all or particular assets of the Partnership, with the other party to the contract to have no recourse against the General Partner or its assets other than their interest in the Partnership, even if same results in the terms of the transaction being less favorable to the Partnership than would otherwise be the case);

(vi)    the distribution of Partnership cash;

(vii)    the selection and dismissal of employees (including employees having such as titles as the General Partner may determine in its sole discretion) and agents, outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring;

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(viii)    the maintenance of insurance for the benefit of the Partnership Group, the Partners and Indemnitees;

(ix)    the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, limited liability companies, corporations or other relationships (including the acquisition of interests in, and the contributions of property to, the Partnership’s Subsidiaries from time to time) subject to the restrictions set forth in Section 2.4;

(x)    the control of any matters affecting the rights and obligations of the Partnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense and the settlement of claims and litigation;

(xi)    the indemnification of any Person against liabilities and contingencies to the extent permitted by law;

(xii)    the purchase, sale or other acquisition or disposition of Partnership Securities or options, rights, warrants or appreciation rights relating to Partnership Securities;

(xiii)    the undertaking of any action in connection with the Partnership’s participation in the management of the Partnership Group through its directors, officers or employees or the Partnership’s direct or indirect ownership of the Group Members, including all things described in or contemplated by the Purchase and Sale Agreement and the agreements described in or attached as exhibits to the Purchase and Sale Agreement; and

(xiv)    cause to be registered for resale under the Securities Act and applicable state or non-U.S. securities laws, any securities of, or any securities convertible or exchangeable into securities of, the Partnership held by any Person, including the General Partner or any Affiliate of the General Partner.

(b)    In exercising its authority under this Agreement, the General Partner may, but shall be under no obligation to, take into account the tax consequences to any Partner (including the General Partner) of any action taken (or not taken) by it. The General Partner and the Partnership shall not have any liability to a Limited Partner for monetary damages, equitable relief or otherwise for losses sustained, liabilities incurred or benefits not derived by such Limited Partner in connection with such decisions so long as the General Partner has acted pursuant to its authority under this Agreement.

(c)    Notwithstanding any other provision of this Agreement, the Act or any applicable law, rule or regulation, each of the Partners and each other Person who may acquire an interest in Partnership Securities hereby (i) approves, ratifies and confirms the execution, delivery and performance by the parties thereto of the Purchase and Sale Agreement, the Exchange Agreement, the Tax Receivable Agreement, the Group Partnership Agreements and the other agreements described in or attached as exhibits to the Purchase and Sale Agreement that are related to the transactions contemplated by the Purchase and Sale Agreement; (ii) agrees that the General Partner (on its own or through its delegation of such authority to any officer of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Purchase and Sale Agreement on behalf of the Partnership, in each case in such form and with such terms as it in its sole discretion shall determine, without any further act, approval or vote of the Partners or the other Persons who may acquire an interest in Partnership Securities; and (iii) agrees that the execution, delivery or performance by the General Partner, any Group

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Member or any Affiliate of any of them, of this Agreement or any agreement authorized or permitted under this Agreement, shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity or otherwise.

SECTION 7.2.                Tax Adjustments.

In the event that the General Partner determines the Partnership should seek relief pursuant to Section 7704(e) of the Code to preserve the status of the Partnership as a partnership for U.S. federal (and applicable U.S. state) income tax purposes, the Partnership and each Partner shall agree to adjustments required by the U.S. tax authorities, and the Partnership shall pay such amounts as required by the U.S. tax authorities, to preserve the status of the Partnership as a partnership for U.S. federal (and applicable U.S. state) income tax purposes.

SECTION 7.3.                Partnership Group Assets; General Partner’s Authority.

Except as provided in Articles XII and XIV, the General Partner may not sell, exchange or otherwise dispose of all or substantially all of the Partnership Group’s assets, taken as a whole, in a single transaction or a series of related transactions, without the approval of holders of a majority of the voting power of Outstanding Voting Units; provided however that this provision shall not preclude or limit the General Partner’s ability, in its sole discretion, to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the assets of the Partnership Group (including for the benefit of Persons other than members of the Partnership Group, including Affiliates of the General Partner) and shall not apply to any forced sale of any or all of the assets of the Partnership Group pursuant to the foreclosure of, or other realization upon, any such encumbrance. Without the approval of holders of a majority of the voting power of Outstanding Voting Units, the General Partner shall not, on behalf of the Partnership, except as permitted under Sections 11.1 and 11.2, elect or cause the Partnership to elect a successor general partner of the Partnership.

SECTION 7.4.                Reimbursement of the General Partner.

(a)    Except as provided in this Section 7.4 and elsewhere in this Agreement, the General Partner shall not be compensated for its services as managing member of any Group Member.

(b)    The General Partner shall be reimbursed on a monthly basis, or such other reasonable basis as the General Partner may determine, in its sole discretion, for (i) all direct and indirect expenses it incurs or payments it makes on behalf of the Partnership Group (including salary, bonus, incentive compensation and other amounts paid to any Person including Affiliates of the General Partner to perform services for the Partnership Group or for the General Partner in the discharge of its duties to the Partnership Group), and (ii) all other expenses allocable to the Partnership Group or otherwise incurred by the General Partner in connection with operating the Partnership Group’s business (including expenses allocated to the General Partner by its Affiliates). The General Partner in its sole discretion shall determine the expenses that are allocable to the Partnership Group. Reimbursements pursuant to this Section 7.4 shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 7.7.

(c)    The General Partner may, in its sole discretion, without the approval of the Limited Partners (who shall have no right to vote in respect thereof), propose and adopt on behalf of the Partnership Group equity benefit plans, programs and practices (including plans, programs and practices involving the issuance of or reservation of issuance of Partnership Securities or options, rights, warrants or appreciation rights relating to Partnership Securities), or cause the Partnership to issue or to reserve for issuance

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Partnership Securities or options, rights, warrants or appreciation rights relating to Partnership Securities in connection with, or pursuant to, any such equity benefit plan, program or practice or any equity benefit plan, program or practice maintained or sponsored by the General Partner or any of its Affiliates in respect of services performed directly or indirectly for the benefit of the Partnership Group. The Partnership agrees to issue and sell to the General Partner or any of its Affiliates any Partnership Securities or options, rights, warrants or appreciation rights relating to Partnership Securities that the General Partner or such Affiliates are obligated to provide pursuant to any equity benefit plans, programs or practices maintained or sponsored by them. Expenses incurred by the General Partner in connection with any such plans, programs and practices (including the net cost to the General Partner or such Affiliates of Partnership Securities or options, rights, warrants or appreciation rights relating to Partnership Securities purchased by the General Partner or such Affiliates from the Partnership to fulfill options or awards under such plans, programs and practices) shall be reimbursed in accordance with Section 7.4(b). Any and all obligations of the General Partner under any equity benefit plans, programs or practices adopted by the General Partner as permitted by this Section 7.4(c) shall constitute obligations of the General Partner hereunder and shall be assumed by any successor General Partner approved pursuant to Section 11.1 or the transferee of or successor to all of the General Partner’s General Partner Interest.

SECTION 7.5.                Outside Activities.

(a)    At and after the Effective Time, the General Partner, for so long as it is a General Partner of the Partnership (i) agrees that its sole business will be to act as managing member of the Partnership and any other partnership or limited liability company of which the Partnership is, directly or indirectly, a partner, member, trustee or stockholder and to undertake activities that are ancillary or related thereto (including being a limited partner in the Partnership) and (ii) shall not engage in any business or activity or incur any debts or liabilities except in connection with or incidental to (A) its performance as general partner, managing member, trustee or stockholder of one or more Group Members or as described in or contemplated by the Purchase and Sale Agreement or (B) the acquiring, owning or disposing of debt or equity securities in any Group Member.

(b)    Except insofar as the General Partner is specifically restricted by Section 7.5(a), each Indemnitee shall have the right to engage in businesses of every type and description and other activities for profit and to engage in and possess an interest in other business ventures of any and every type or description, whether in businesses engaged in or anticipated to be engaged in by any Group Member, independently or with others, including business interests and activities in direct competition with the business and activities of any Group Member, and none of the same shall constitute a breach of this Agreement or any duty otherwise existing at law, in equity or otherwise to any Group Member or any Partner or Record Holder. None of any Group Member, any Limited Partner or any other Person shall have any rights by virtue of this Agreement or the partnership relationship established hereby in any business ventures of any Indemnitee.

(c)    Subject to the terms of Section 7.5(a) and Section 7.5(b), but otherwise notwithstanding anything to the contrary in this Agreement, (i) the engagement in competitive activities by any Indemnitees (other than the General Partner) in accordance with the provisions of this Section 7.5 is hereby approved by the Partnership and all Partners, (ii) it shall not be a breach of the General Partner’s or any other Indemnitee’s duties or any other obligation of any type whatsoever of the General Partner or any other Indemnitee if the Indemnitee (other than the General Partner) engages in any such business interests or activities in preference to or to the exclusion of any Group Member, (iii) the General Partner and the Indemnities shall have no obligation hereunder or as a result of any duty otherwise existing at law, in equity or otherwise to present business opportunities to any Group Member and (iv) the doctrine of “corporate opportunity” or other analogous doctrine shall not apply to any such Indemnitee.

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