Exhibit 4.1
Execution Version
FOURTH SUPPLEMENTAL INDENTURE
Dated as of May 30, 2024
Supplementing that Certain
INDENTURE
Dated as of April 26, 2022
Among
KKR GROUP FINANCE CO. XI LLC,
THE GUARANTOR PARTIES HERETO
and
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee
1.559% Senior Notes due 2029
1.762% Senior Notes due 2031
2.083% Senior Notes due 2034
2.719% Senior Notes due 2044
3.008% Senior Notes due 2054
TABLE OF CONTENTS
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Page
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ARTICLE 1
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Issuance of Securities
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Section 1.01.
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Issuance of Notes; Principal Amount; Maturity; Title
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2
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Section 1.02.
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Interest
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5
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Section 1.03.
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Payment
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6
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Section 1.04.
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Relationship with Base Indenture
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7
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Section 1.05.
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Amendments to the Indenture
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7
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ARTICLE 2
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Definitions and Other Provisions of General Application
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Section 2.01.
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Definitions
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7
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ARTICLE 3
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Security Forms
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Section 3.01.
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Form Generally
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13
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Section 3.02.
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Form of Note
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13
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Section 3.03.
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Transfer and Exchange of Global Securities
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87
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ARTICLE 4
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Remedies
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Section 4.01.
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Events of Default
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87
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Section 4.02.
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Waiver of Past Defaults
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88
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ARTICLE 5
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Redemption of Securities
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Section 5.01.
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Optional Redemption
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88
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Section 5.02.
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Tax Redemption
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89
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ARTICLE 6
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Particular Covenants
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Section 6.01.
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Liens
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91
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Section 6.02.
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Obligation to Offer to Repurchase Upon a Change of Control Repurchase Event
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91
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Section 6.03.
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Financial Reports
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93
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Section 6.04.
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Additional Amounts
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93
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ARTICLE 7
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[Reserved]
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ARTICLE 8
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Supplemental Indentures
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Section 8.01.
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Supplemental Indentures without Consent of Holders of Notes
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96
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Section 8.02.
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Supplemental Indentures with Consent of Holders of Notes
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96
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ARTICLE 9
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Defeasance
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Section 9.01.
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Covenant Defeasance
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98
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ARTICLE 10
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Miscellaneous
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Section 10.01.
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Execution as Supplemental Indenture
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98
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Section 10.02.
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Not Responsible for Recitals or Issuance of Notes
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99
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Section 10.03.
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Separability Clause
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99
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Section 10.04.
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Successors and Assigns
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99
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Section 10.05.
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Execution and Counterparts
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99
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Section 10.06.
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Governing Law
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99
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Section 10.07.
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FATCA
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99
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This Fourth Supplemental Indenture, dated as of May 30, 2024 (this “Fourth Supplemental
Indenture”), among KKR Group Finance Co. XI LLC, a limited liability company duly organized and existing under the laws of the State of Delaware, having its principal office at 30 Hudson Yards, New York, New York 10001 (the “Company”), the Guarantors party hereto (the “Guarantors”) and The Bank of New York Mellon Trust Company, N.A.,
as Trustee under the Base Indenture (as hereinafter defined) and hereunder (the “Trustee”), supplements that certain Indenture, dated as of April 26, 2022, among the Company, KKR
Group Co. Inc. (formerly known as KKR & Co. Inc.), KKR Group Partnership L.P. and the Trustee (the “Base Indenture”), as supplemented by the Second Supplemental Indenture,
dated as of May 31, 2022 (the “Second Supplemental Indenture”) (subject to Section 1.04 hereof, the Base Indenture, together with the Second Supplemental Indenture and this
Fourth Supplemental Indenture, the “Indenture”).
RECITALS OF THE COMPANY
The Company and the Guarantors have heretofore executed and delivered to the Trustee the Base Indenture providing for the issuance from time to time of
one or more series of the Company’s senior unsecured debt securities (herein and in the Base Indenture called the “Securities”), the forms and terms of which are to be determined
as set forth in Sections 2.01 and 3.01 of the Base Indenture, and the Guarantees thereof by the Guarantors;
Section 9.01 of the Base Indenture provides, among other things, that the Company, the Guarantors and the Trustee may enter into indentures supplemental
to the Base Indenture for, among other things, the purposes of (a) establishing the form or terms of Securities of any series as permitted by Sections 2.01 and 3.01 of the Base Indenture and (b) adding to or changing any of the provisions to the Base
Indenture in certain circumstances; and
The Company desires to create five series of Securities designated as its “1.559% Senior Notes due 2029” (the “2029 Notes”), “1.762% Senior Notes due 2031” (the “2031 Notes”), “2.083% Senior Notes due 2034” (the “2034 Notes”), “2.719% Senior Notes due 2044” (the “2044 Notes”) and “3.008% Senior Notes due 2054” (the “2054 Notes”) pursuant to the terms of this Fourth Supplemental Indenture.
The Company has duly authorized the execution and delivery of this Fourth Supplemental Indenture and the Notes to be issued from time to time, as
provided for in the Indenture.
Each Guarantor has duly authorized its Guarantee of the Notes and to provide therefor each Guarantor has duly authorized the execution and delivery of
this Fourth Supplemental Indenture.
All things necessary have been done to make this Fourth Supplemental Indenture a valid and legally binding agreement of the Company, in accordance with
its terms and to make the Notes, when executed by the Company and authenticated and delivered by
the Trustee under the Indenture and duly issued by the Company, the valid and legally binding obligations of the Company.
All things necessary have been done to make the Guarantees, upon execution and delivery of this Fourth Supplemental Indenture, the valid and legally
binding obligations of each Guarantor and to make this Fourth Supplemental Indenture a valid and legally binding agreement of each Guarantor, in accordance with its terms.
ARTICLE 1
Issuance of Securities
Section 1.01. Issuance of Notes; Principal Amount; Maturity; Title. (a) On May 30, 2024, the Company shall issue and deliver to the Trustee, and the Trustee shall authenticate, the Initial
2029 Notes, the Initial 2031 Notes, the Initial 2034 Notes, the Initial 2044 Notes and the Initial 2054 Notes substantially in the form set forth in Section 3.02 below, in each case with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by the Base Indenture and this Fourth Supplemental Indenture, and with such letters, numbers, or other marks of identification and such legends or endorsements placed thereon as may be required to
comply with applicable tax laws or the rules of any securities exchange or Depositary therefor or as may, consistently herewith, be determined by the Officer executing such Notes, as evidenced by the execution of such Notes.
(b) Pursuant to the terms
hereof and Sections 2.01 and 3.01 of the Base Indenture, the Company hereby creates a series of Securities designated as the “1.559% Senior Notes due 2029,” “1.762% Senior Notes due 2031,” “2.083% Senior Notes due 2034,” “2.719% Senior Notes due
2044” and “3.008% Senior Notes due 2054” of the Company (as amended or supplemented from time to time, that are issued under the Indenture, including the Initial 2029 Notes, Initial 2031 Notes, Initial 2034 Notes, Initial 2044 Notes, Initial 2054
Notes and the Additional Notes (as defined below), if any, the “Notes”), which Notes shall be deemed “Securities” for all purposes under the Base Indenture.
(c) The Initial 2029
Notes to be issued pursuant to the Indenture shall be issued and initially limited in aggregate principal amount to ¥44,600,000,000 and shall mature on the Stated Maturity, unless the 2029 Notes are redeemed prior to that date as described in
Article 5. The aggregate principal amount of Initial 2029 Notes Outstanding at any time may not exceed ¥44,600,000,000, except for 2029 Notes issued, authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of,
other 2029 Notes of the series pursuant to Sections 3.04, 3.05, 3.06, 9.06 or 11.07 of the Base Indenture and except for any 2029 Notes which, pursuant to Section 3.03 of the Base Indenture, are deemed never to have been authenticated and
delivered.
(d) The Initial 2031
Notes to be issued pursuant to the Indenture shall be issued and initially limited in aggregate principal amount to ¥1,000,000,000 and shall mature on the Stated Maturity, unless the 2031 Notes are redeemed prior to that date as described in
Article 5. The aggregate principal amount of Initial 2031 Notes Outstanding at any time
may not exceed ¥1,000,000,000, except for 2031 Notes issued, authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other 2031
Notes of the series pursuant to Sections 3.04, 3.05, 3.06, 9.06 or 11.07 of the Base Indenture and except for any 2031 Notes which, pursuant to Section 3.03 of the Base Indenture, are deemed never to have been authenticated and delivered.
(e) The Initial 2034
Notes to be issued pursuant to the Indenture shall be issued and initially limited in aggregate principal amount to ¥26,200,000,000 and shall mature on the Stated Maturity, unless the 2034 Notes are redeemed prior to that date as described in
Article 5. The aggregate principal amount of Initial 2034 Notes Outstanding at any time may not exceed ¥26,200,000,000, except for 2034 Notes issued, authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of,
other 2034 Notes of the series pursuant to Sections 3.04, 3.05, 3.06, 9.06 or 11.07 of the Base Indenture and except for any 2034 Notes which, pursuant to Section 3.03 of the Base Indenture, are deemed never to have been authenticated and
delivered.
(f) The Initial 2044
Notes to be issued pursuant to the Indenture shall be issued and initially limited in aggregate principal amount to ¥10,000,000,000 and shall mature on the Stated Maturity, unless the 2044 Notes are redeemed prior to that date as described in
Article 5. The aggregate principal amount of Initial 2044 Notes Outstanding at any time may not exceed ¥10,000,000,000, except for 2044 Notes issued, authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of,
other 2044 Notes of the series pursuant to Sections 3.04, 3.05, 3.06, 9.06 or 11.07 of the Base Indenture and except for any 2044 Notes which, pursuant to Section 3.03 of the Base Indenture, are deemed never to have been authenticated and
delivered.
(g) The Initial 2054
Notes to be issued pursuant to the Indenture shall be issued and initially limited in aggregate principal amount to ¥9,600,000,000 and shall mature on the Stated Maturity, unless the 2054 Notes are redeemed prior to that date as described in
Article 5. The aggregate principal amount of Initial 2054 Notes Outstanding at any time may not exceed ¥9,600,000,000, except for 2054 Notes issued, authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of,
other 2054 Notes of the series pursuant to Sections 3.04, 3.05, 3.06, 9.06 or 11.07 of the Base Indenture and except for any 2054 Notes which, pursuant to Section 3.03 of the Base Indenture, are deemed never to have been authenticated and
delivered.
(h) The Company may,
without the consent of the Holders, issue additional 2029 Notes hereunder as part of the same series and on the same terms and conditions (and having the same Guarantors) and with the same CUSIP, ISIN and Common Code numbers as the Initial 2029
Notes initially issued, but may be offered at a different offering price or have a different issue date, initial interest accrual date or initial interest payment date (“Additional
2029 Notes”); provided that if any Additional 2029 Notes are issued at a price that causes such Additional 2029 Notes to have “original issue discount” within the
meaning of Section 1273 of the United States Internal Revenue Code of 1986, as amended, and regulations of the United States Department of Treasury thereunder (the “Code”) or
if any Additional 2029 Notes are not otherwise fungible with the Initial 2029
Notes for U.S. federal income tax purposes, such Additional 2029 Notes shall not have the same CUSIP, ISIN or Common Code number as the Initial 2029 Notes.
(i) The Company may,
without the consent of the Holders, issue additional 2031 Notes hereunder as part of the same series and on the same terms and conditions (and having the same Guarantors) and with the same CUSIP, ISIN and Common Code numbers as the Initial 2031
Notes initially issued, but may be offered at a different offering price or have a different issue date, initial interest accrual date or initial interest payment date (“Additional
2031 Notes”); provided that if any Additional 2031 Notes are issued at a price that causes such Additional 2031 Notes to have “original issue discount” within the
meaning of Section 1273 of the Code or if any Additional 2031 Notes are not otherwise fungible with the Initial 2031 Notes for U.S. federal income tax purposes, such Additional 2031 Notes shall not have the same CUSIP, ISIN or Common Code number
as the Initial 2031 Notes.
(j) The Company may,
without the consent of the Holders, issue additional 2034 Notes hereunder as part of the same series and on the same terms and conditions (and having the same Guarantors) and with the same CUSIP, ISIN and Common Code numbers as the Initial 2034
Notes initially issued, but may be offered at a different offering price or have a different issue date, initial interest accrual date or initial interest payment date (“Additional
2034 Notes”); provided that if any Additional 2034 Notes are issued at a price that causes
such Additional 2034 Notes to have “original issue discount” within the meaning of Section 1273 of the Code or if any Additional 2034 Notes are not otherwise fungible with the Initial 2034 Notes for U.S. federal income tax purposes, such
Additional 2034 Notes shall not have the same CUSIP, ISIN or Common Code number as the Initial 2034 Notes.
(k) The Company may,
without the consent of the Holders, issue additional 2044 Notes hereunder as part of the same series and on the same terms and conditions (and having the same Guarantors) and with the same CUSIP, ISIN and Common Code numbers as the Initial 2044
Notes initially issued, but may be offered at a different offering price or have a different issue date, initial interest accrual date or initial interest payment date (“Additional
2044 Notes”); provided that if any Additional 2044 Notes are issued at a price that causes such Additional 2044 Notes to have “original issue discount” within the
meaning of Section 1273 of the Code or if any Additional 2044 Notes are not otherwise fungible with the Initial 2044 Notes for U.S. federal income tax purposes, such Additional 2044 Notes shall not have the same CUSIP, ISIN or Common Code number
as the Initial 2044 Notes.
(l) The Company may,
without the consent of the Holders, issue additional 2054 Notes hereunder as part of the same series and on the same terms and conditions (and having the same Guarantors) and with the same CUSIP, ISIN and Common Code numbers as the Initial 2054
Notes initially issued, but may be offered at a different offering price or have a different issue date, initial interest accrual date or initial interest payment date (“Additional
2054 Notes” and, collectively with the Additional 2029 Notes, Additional 2031 Notes, Additional 2034 Notes and Additional 2044 Notes, the “Additional Notes”); provided that if any Additional 2054 Notes are issued at a price
that causes such Additional 2054 Notes to have “original issue discount” within the meaning of Section 1273 of the Code or if any Additional 2054 Notes are not otherwise
fungible with the Initial 2054 Notes for U.S. federal income tax purposes, such Additional 2054 Notes shall not have the same CUSIP, ISIN or Common Code number as the Initial 2054 Notes.
(m) The Notes shall be
issued only in fully registered form without coupons in minimum denominations of ¥100,000,000 and any integral multiple of ¥10,000,000 in excess thereof.
Section 1.02. Interest. (a) Interest on a 2029 Note will accrue at the per annum rate of 1.559%, from and including the date specified on the face of such 2029 Note to, but excluding, the
date on which the principal thereof is paid, deemed paid, or made available for payment and, in each case, will be paid on the basis of a 360-day year of twelve 30-day months.
(b) Interest on a 2031
Note will accrue at the per annum rate of 1.762%, from and including the date specified on the face of such 2031 Note to, but excluding, the date on which the principal thereof is paid, deemed paid, or made available for payment and, in each
case, will be paid on the basis of a 360-day year of twelve 30-day months.
(c) Interest on a 2034
Note will accrue at the per annum rate of 2.083%, from and including the date specified on the face of such 2034 Note to, but excluding, the date on which the principal thereof is paid, deemed paid, or made available for payment and, in each
case, will be paid on the basis of a 360-day year of twelve 30-day months.
(d) Interest on a 2044
Note will accrue at the per annum rate of 2.719%, from and including the date specified on the face of such 2044 Note to, but excluding, the date on which the principal thereof is paid, deemed paid, or made available for payment and, in each
case, will be paid on the basis of a 360-day year of twelve 30-day months.
(e) Interest on a 2054
Note will accrue at the per annum rate of 3.008%, from and including the date specified on the face of such 2054 Note to, but excluding, the date on which the principal thereof is paid, deemed paid, or made available for payment and, in each
case, will be paid on the basis of a 360-day year of twelve 30-day months.
(f) The Company shall pay
interest on the Notes semi-annually in arrears on May 30 and November 30 of each year (each, an “Interest Payment Date”), commencing November 30, 2024, provided that the final Interest Payment Date of the 2029 Notes shall be May 30, 2029, the final Interest Payment Date of the 2031 Notes shall be May 30, 2031, the final
Interest Payment Date of the 2034 Notes shall be May 30, 2034, the final Interest Payment Date of the 2044 Notes shall be May 27, 2044 and the final Interest Payment Date of the 2054 Notes shall be May 29, 2054.
(g) Interest shall be
paid on each Interest Payment Date to the registered Holders of the Notes as of the close of business on the Regular Record Date.
(h) Amounts due on the
Stated Maturity or earlier redemption date or repurchase date of the Notes will be payable at the office of the Paying Agent, 160 Queen Victoria Street, London, EC4V 4LA, United Kingdom, except as otherwise provided in the Notes. The Company
shall make payments of principal, interest, Additional Amounts, Redemption Price or Repurchase Price (as defined below) in respect of the Notes in book-entry form to the Paying Agent in immediately available funds, while disbursement of such
payments to owners of beneficial interests in Notes in book-entry form will be made in accordance with the procedures of the Paying Agent, the applicable Depositary and its participants in effect from time to time. The Company may at any time
designate additional Paying Agents or rescind the designation of any Paying Agent or approve a change in the office through which any Paying Agent acts, except that the Company shall be required to maintain a Paying Agent in each Place of Payment
for the Notes. Neither the Company nor the Trustee shall impose any service charge for any transfer or exchange of a Note. However, the Company may require Holders of the Notes to pay any taxes or other governmental charges in connection with a
transfer or exchange of Notes. All moneys paid by the Company to the Paying Agent or the Trustee for the payment of principal, interest, Additional Amounts, Redemption Price or Repurchase Price on Notes which remain unclaimed at the end of two
years after such principal, interest, Additional Amounts, Redemption Price or Repurchase Price has become due and payable will be repaid to the Company upon request, and the Holder of such Notes thereafter may look only to the Company for payment
thereof.
(i) If any Interest
Payment Date, Stated Maturity, earlier redemption date or repurchase date falls on a day that is not a Business Day in the City of New York, the City of London or the City of Tokyo, the Company shall make the required payment of principal,
premium or Additional Amounts, if any, Redemption Price or Repurchase Price and/or interest with respect to the Notes on the next succeeding Business Day as if it were made on the date payment was due, and no interest will accrue on the amount so
payable for the period from and after that Interest Payment Date, Stated Maturity, earlier redemption or repurchase date, as the case may be, to such next succeeding Business Day.
Section 1.03. Payment. All payments of principal of, the Redemption Price or Repurchase Price (if any) for, Additional Amounts (if any) payable with respect to, and interest on, the Notes
will be payable in yen. If the yen is unavailable to the Company due to the imposition of exchange controls or other circumstances beyond the Company’s control, then all payments in respect of the Notes will be made in U.S. dollars until the yen
is again available to the Company or so used. In such circumstances, the amount payable on any date in yen will be converted into U.S. dollars at the noon buying rate in the City of New York for cable transfers of yen as certified for customs
purposes (or, if not so certified, as otherwise determined) by the Federal Reserve Bank of New York. Any payment in respect of the Notes so made in U.S. dollars will not constitute an Event of Default under the Notes, the Indenture or this Fourth
Supplemental Indenture. In no event shall the Trustee or the Paying Agent be responsible for obtaining exchange rates, effective conversions or otherwise handling redenominations.
Section 1.04. Relationship with Base Indenture. The terms and provisions contained in the Base Indenture will constitute, and are hereby expressly made, a part of this Fourth Supplemental
Indenture. However, to the extent any provision of the Base Indenture or the Second Supplemental Indenture conflicts with the express provisions of this Fourth Supplemental Indenture, the provisions of this Fourth Supplemental Indenture will
govern and be controlling.
For purposes of the Notes and this Fourth Supplemental Indenture, the references in Sections 10.01 and 10.03 of the Base Indenture to “10:00 a.m. (New
York City time) on” shall be replaced with “10:00 a.m. (London time) one business day prior to.”
Section 1.05. Amendments to the Indenture. (a) References to the “Trustee” in the Base Indenture in connection with The Bank of New York Mellon Trust Company, N.A., acting as paying agent
are hereby replaced with “The Bank of New York Mellon, London Branch, as paying agent”.
(b) The definition of “Depositary” under
Section 1.01 of the Base Indenture shall be amended and restated as follows:
“Depositary” means, with respect to Securities of any series issuable or issued
as a Global Security, Euroclear Bank S.A/N.V. (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream”)
or any of their respective successors.
(c) the definition of “Business Day” under
Section 1.01 of the Base Indenture shall be amended and restated as follows:
“Business Day” means any day, other than a Saturday or Sunday, in the City of New
York, the City of London or the City of Tokyo that is not a day on which banking institutions or trust companies are authorized or obligated by law, regulation or executive order to close in the place where the principal of and Additional Amounts, if
any, and interest on, or any Redemption Price or Repurchase Price of, the Notes are payable.
ARTICLE 2
Definitions and Other Provisions of General Application
Section 2.01. Definitions. For all purposes of this Fourth Supplemental Indenture (except as herein otherwise expressly provided or unless the context of this Fourth Supplemental Indenture
otherwise requires):
(a) any reference to an
“Article” or a “Section” refers to an Article or a Section, as the case may be, of this Fourth Supplemental Indenture;
(b) the words “herein,”
“hereof” and “hereunder” and other words of similar import refer to this Fourth Supplemental Indenture as a whole and not to any particular Article, Section or other subdivision;
(c) “including” means
including without limitation;
(d) “yen” and “¥” refer
to Japanese yen;
(e) “dollars” and “$”
refer to U.S. dollars;
(f) unless otherwise
provided, references to agreements and other instruments shall be deemed to include all amendments and other modifications to such agreements and instruments, but only to the extent such amendments and other modifications are not prohibited by
the terms of this Indenture; and
(g) any reference in this
Fourth Supplemental Indenture to a Cayman Islands exempted limited partnership taking any action, holding or dealing with any property or having or exercising any power shall be to such exempted limited partnership acting through its general
partner.
The terms defined in this Section 2.01 (except as herein otherwise expressly provided or unless the context of this Fourth Supplemental Indenture
otherwise requires) for all purposes of this Fourth Supplemental Indenture and of any indenture supplemental hereto have the respective meanings specified in this Section 2.01. All other terms used in this Fourth Supplemental Indenture that are
defined in the Base Indenture, either directly or by reference therein (except as herein otherwise expressly provided or unless the context of this Fourth Supplemental Indenture otherwise requires), have the respective meanings assigned to such terms
in the Base Indenture, as in force at the date of this Fourth Supplemental Indenture as originally executed; provided that any term that is defined in both the Base Indenture
and this Fourth Supplemental Indenture shall have the meaning assigned to such term in this Fourth Supplemental Indenture.
“2031 Notes Par Call Date” has the meaning specified in Section 5.01(a).
“2034 Notes Par Call Date” has the meaning specified in Section 5.01(b).
“2044 Notes Par Call Date” has the meaning specified in Section 5.01(c).
“2054 Notes Par Call Date” has the meaning specified in Section 5.01(d).
“Additional Amounts” has the meaning specified in Section 6.04(a).
“Additional Notes” has the meaning specified in Section 1.01(l).
“Applicable Par Call Date” means the 2031 Notes Par Call Date, the 2034 Notes Par
Call Date, the 2044 Notes Par Call Date or the 2054 Notes Par Call Date, as applicable.
“Applicable Procedures” means, with respect to any transfer or transaction
involving a Global Security or beneficial interest therein, the rules and procedures of the Depositary or DTC, in each case to the extent applicable to such transaction and as in effect from time to time.
“Below Investment Grade Rating Event” means the ratings on the Notes are lowered
in respect of a Change of Control and the Notes are rated below Investment Grade by both Rating Agencies on any date from the date of the public notice of an arrangement that could result in a Change of Control until the end of the 60-day period
following public notice of the occurrence of a Change of Control (which period shall be extended until the ratings are announced if during such 60-day period the ratings of the Notes are under publicly announced consideration for possible downgrade
by either of the Rating Agencies); provided that a Below Investment Grade Rating Event otherwise arising by virtue of a particular reduction in ratings shall not be deemed to
have occurred in respect of a particular Change of Control (and thus shall not be deemed a Below Investment Grade Rating Event for purposes of the definition of Change of Control Repurchase Event hereunder) if the Rating Agencies making the reduction
in ratings to which this definition would otherwise apply do not announce or publicly confirm or inform the Company in writing at its request that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising
as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control shall have occurred at the time of the Below Investment Grade Rating Event). The Company will request the Rating Agencies to make such
confirmation in connection with any Change of Control and shall promptly certify to the Trustee as to whether or not such confirmation has been received or denied.
“Change of Control” means the occurrence of the following:
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i. |
the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the
combined assets of the Credit Group taken as a whole to any “person” (as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) or any successor provision), other than to a Continuing KKR Person; or
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ii. |
the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” (as that term is used in Section 13(d)(3) of the Exchange Act
or any successor provision), other than a Continuing KKR Person, becomes the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act or any successor provision) of a majority of the controlling interests in (i) the
Corporation or (ii) one or more Guarantors that together hold all or substantially all of the assets of the Credit Group taken as whole.
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“Change of Control Repurchase Event” means the occurrence of a Change of Control
and a Below Investment Grade Rating Event.
“Close of Business” means 5:00 p.m., New York City time.
“Code” has the meaning specified in Section 1.01(h).
“Commission” means the Securities and Exchange Commission or any successor
entity.
“Common Depositary” means The Bank of New York Mellon, London Branch, as common
depositary for the Depositary (or any successor thereto).
“Continuing KKR Person” means, immediately prior to and immediately following any
relevant date of determination, (i) an individual who (a) is an executive of the KKR Group, (b) devotes substantially all of his or her business and professional time to the activities of the KKR Group and (c) did not become an executive of the KKR
Group or begin devoting substantially all of his or her business and professional time to the activities of the KKR Group in contemplation of a Change of Control, or (ii) any Person in which any one or more of such individuals directly or indirectly,
singly or as a group, holds a majority of the controlling interests.
“Covenant Defeasance” has the meaning specified in Section 9.01.
“Credit Party Jurisdiction” means a jurisdiction where a Credit Party is
incorporated or considered to be a resident for tax purposes, if other than the United States.
“Event of Default” has the meaning specified in Section 4.01.
“Existing Indebtedness” means indebtedness incurred under (i) the Second Amended
and Restated Credit Agreement dated as of August 4, 2021 among Kohlberg Kravis Roberts & Co. L.P. and the KKR Group Partnerships (as defined therein), as borrowers, the other borrowers from time to time party thereto, the guarantors from time to
time party thereto, the lenders party thereto, and HSBC Bank USA, National Association, as administrative agent, as amended through September 2, 2022; (ii) the Fourth Amended and Restated 5-Year Revolving Credit Agreement dated as of April 4, 2024
among KKR Capital Markets Holdings L.P., certain subsidiaries of KKR Capital Markets Holdings L.P., as borrowers, the lenders party thereto, and Mizuho Bank, Ltd., as administrative agent; and (iii) the 364-Day Revolving Credit Agreement dated as of
April 4, 2024 among KKR Capital Markets Holdings L.P. and certain subsidiaries of KKR Capital Markets Holdings L.P., as borrowers, the lenders party thereto, and Mizuho Bank, Ltd., as administrative agent, and in the case of each of clauses (i), (ii)
and (iii) above, any amendments, supplements, modifications, extensions, renewals, restatements or refundings thereof and any indentures, notes, debentures or credit facilities or commercial paper facilities that replace, refund or refinance any part
of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that alters the maturity or interest rate thereof, provided that the aggregate principal amount of
Existing Indebtedness outstanding at any one time shall not exceed $2.750 billion.
“FATCA Withholding Tax” shall mean any Tax withheld or deducted pursuant to an
agreement described in Section 1471(b) of the Code or otherwise imposed pursuant to Sections 1471 through 1474 of the Code (or any amended or successor provisions that
are substantively comparable), any regulations or agreements thereunder or official interpretations thereof, or any intergovernmental agreement between the United States
and another jurisdiction facilitating the implementation thereof (or any law, regulation or other official guidance implementing such an intergovernmental agreement).
“Fitch” means Fitch Ratings Inc. or any successor thereto.
“Initial 2029 Notes” means 2029 Notes in an aggregate principal amount of up to
¥44,600,000,000 initially issued under this Fourth Supplemental Indenture in accordance with Section 1.01(c).
“Initial 2031 Notes” means 2031 Notes in an aggregate principal amount of up to
¥1,000,000,000 initially issued under this Fourth Supplemental Indenture in accordance with Section 1.01(d).
“Initial 2034 Notes” means 2034 Notes in an aggregate principal amount of up to
¥26,200,000,000 initially issued under this Fourth Supplemental Indenture in accordance with Section 1.01(e).
“Initial 2044 Notes” means 2044 Notes in an aggregate principal amount of up to
¥10,000,000,000 initially issued under this Fourth Supplemental Indenture in accordance with Section 1.01(f).
“Initial 2054 Notes” means 2054 Notes in an aggregate principal amount of up to
¥9,600,000,000 initially issued under this Fourth Supplemental Indenture in accordance with Section 1.01(g).
“Interest Payment Date” has the meaning specified in Section 1.02(f).
“Investment Grade” means a rating of BBB- or better by Fitch (or its equivalent
under any successor rating categories of Fitch) and BBB- or better by S&P (or its equivalent under any successor rating categories of S&P) (or, in each case, if such Rating Agency ceases to rate the Notes for reasons outside of the Company’s
control, the equivalent investment grade credit rating from any Rating Agency selected by the Company as a replacement Rating Agency).
“KKR Group” means KKR Group Partnership, the direct and indirect parents
(including, without limitation, general partners) of KKR Group Partnership (the “Parent Entities”), any direct or indirect subsidiaries of the Parent Entities or KKR Group
Partnership, the general partner or similar controlling entities of any investment or vehicle that is managed, advised or sponsored by the KKR Group (“KKR Fund”) and any other
entity through which any of the foregoing directly or indirectly conduct its business, but shall exclude any company in which a KKR Fund has an investment.
“KKR Group Partnership” means KKR Group Partnership L.P. (acting through its
general partner KKR Group Holdings Corp.).
“Notes” has the meaning specified in Section 1.01(b).
“Paying Agent” means The Bank of New York Mellon, London Branch, as paying agent
(or any successor thereto).
“Permitted Liens” means (a) liens on voting stock or profit participating equity
interests of any Subsidiary existing at the time such entity becomes a direct or indirect Subsidiary of the Corporation or is merged into a direct or indirect Subsidiary of the Corporation (provided such liens are not created or incurred in connection with such transaction and do not extend to any other Subsidiary), (b) statutory liens, liens for taxes or assessments or governmental liens not yet due or delinquent or
which can be paid without penalty or are being contested in good faith, (c) other liens of a similar nature as those described in subclauses (a) and (b) above, and (d) liens granted under Existing Indebtedness.
“Rating Agency” means:
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each of Fitch and S&P; and
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if either of Fitch or S&P ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons outside of the Company’s control, a “nationally recognized statistical
rating organization” within the meaning of Section 3(a)(62) the Exchange Act selected by the Company as a replacement agency for Fitch or S&P, or both, as the case may be.
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“Registrar” means the Security Registrar for the Notes, which shall initially be
The Bank of New York Mellon Trust Company, N.A., or any successor entity thereof, subject to replacement as set forth in the Base Indenture.
“Regular Record Date” for interest payable in respect of any Note on any Interest
Payment Date means May 15 or November 15, as applicable, immediately preceding the relevant Interest Payment Date (whether or not a Business Day).
“Relevant Jurisdiction” means the United States, any Credit Party Jurisdiction,
and any Successor Person Jurisdiction.
“S&P” means S&P Global Ratings, a division of S&P Global, Inc., or
any successor thereto.
“Stated Maturity” means, in the case of the 2029 Notes, May 30, 2029, in the case
of the 2031 Notes, May 30, 2031, in the case of the 2034 Notes, May 30, 2034, in the case of the 2044 Notes, May 27, 2044 and in the case of the 2054 Notes, May 29, 2054.
“Successor Person Jurisdiction” means a jurisdiction where a Successor Person is
incorporated or considered to be a resident for tax purposes, if other than the United States.
“Taxes” has the meaning specified in Section 6.04(a).
ARTICLE 3
Security Forms
Section 3.01. Form Generally. (a) The Notes shall be in substantially the form set forth in Section 3.02 of this Article 3, with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by the Base Indenture and this Fourth Supplemental Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to
comply with applicable tax laws or the rules of any securities exchange or Depositary therefor or as may, consistent herewith, be determined by the Officer executing such Notes, as evidenced by the execution thereof. All Notes shall be in fully
registered form.
(b) The Notes shall be
printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the Officer of the Company executing such Notes, as evidenced by the execution of such Notes.
(c) Upon their original
issuance, the Notes shall be issued in the form of one or more Global Securities in definitive, fully registered form without interest coupons. Each such Global Security shall be duly executed by the Company, authenticated and delivered by the
Trustee and shall be registered in the name of the Common Depositary, or its nominees, and deposited with the Common Depositary. Beneficial interests in the Global Securities will be shown on, and transfers will only be made through, the records
maintained by the Depositary and its participants.
Section 3.02. Form of Note.
[FORM OF FACE OF NOTE]
[THE FOLLOWING LEGEND SHALL APPEAR ON THE FACE OF EACH GLOBAL SECURITY SOLD PURSUANT TO RULE 144A UNDER THE SECURITIES ACT:
THIS SECURITY (INCLUDING THE RELATED GUARANTEES) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF
SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED
SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE
RESTRICTION TERMINATION DATE”) THAT IS ONE YEAR AFTER THE LATER OF THE ISSUE DATE HEREOF OR ANY OTHER ISSUE DATE IN RESPECT OF A
FURTHER ISSUANCE OF SECURITIES OF THE SAME SERIES AND THE LAST DATE ON WHICH KKR GROUP FINANCE CO. XI LLC OR ANY AFFILIATE OF KKR GROUP FINANCE CO. XI LLC WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO KKR GROUP
FINANCE CO. XI LLC, KKR & CO. INC., KKR GROUP PARTNERSHIP L.P. OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR
RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE
MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER AND THAT IS PURCHASING FOR ITS
OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000 (OR YEN EQUIVALENT), FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN
CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO KKR GROUP FINANCE CO. XI LLC’S AND THE TRUSTEE’S RIGHT PRIOR TO
ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/ OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER
AFTER THE RESALE RESTRICTION TERMINATION DATE.]
[THE FOLLOWING LEGEND SHALL APPEAR ON THE FACE OF EACH GLOBAL SECURITY SOLD PURSUANT TO REGULATION S UNDER THE SECURITIES ACT:
THIS SECURITY (INCLUDING THE RELATED GUARANTEES) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF
SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED
SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS 40 DAYS AFTER THE LATER OF THE ISSUE DATE HEREOF OR ANY OTHER ISSUE DATE IN RESPECT OF A FURTHER ISSUANCE OF
SECURITIES OF THE SAME SERIES AND THE LAST DATE ON WHICH KKR GROUP FINANCE CO. XI LLC OR ANY AFFILIATE OF KKR GROUP FINANCE CO. XI LLC WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO KKR GROUP FINANCE CO. XI LLC, KKR
& CO. INC., KKR GROUP PARTNERSHIP L.P. OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A
UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN
THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE
SECURITIES ACT, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER AND THAT IS PURCHASING FOR ITS
OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE
SECURITIES OF $250,000 (OR YEN EQUIVALENT), FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO KKR GROUP FINANCE CO. XI LLC’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A
U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.]
[THE FOLLOWING LEGEND SHALL APPEAR ON THE FACE OF EACH GLOBAL SECURITY:
THIS DEBT SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF
A DEPOSITARY OR A NOMINEE THEREOF. THIS DEBT SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS DEBT SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH
DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR BANK, S.A./N.V., AS OPERATOR OF THE EUROCLEAR
SYSTEM (“EUROCLEAR”), AND CLEARSTREAM BANKING, SOCIÉTÉ ANONYME, (“CLEARSTREAM” AND, TOGETHER WITH EUROCLEAR, “EUROCLEAR/CLEARSTREAM”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF THE
BANK OF NEW YORK DEPOSITORY (NOMINEES) LIMITED OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
EUROCLEAR/CLEARSTREAM (AND ANY PAYMENT IS MADE TO THE BANK OF NEW YORK DEPOSITORY (NOMINEES) LIMITED OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR/CLEARSTREAM), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, THE BANK OF NEW YORK DEPOSITORY (NOMINEES) LIMITED, HAS AN INTEREST HEREIN.]
[FORM OF 1.559% SENIOR NOTE DUE 2029]
KKR GROUP FINANCE CO. XI LLC
1.559% SENIOR NOTE DUE 2029
No. ______
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Principal Amount ¥ ______ |
CUSIP NO. 48255D AQ5 / U4950D AT7
ISIN NO. XS2823249037 / XS2823248732
COMMON CODE NO. 282324903 / 282324873
KKR Group Finance Co. XI LLC, a limited liability company duly organized and existing under the laws of the State of Delaware (herein called the “Company”, which term includes any Successor Person under the Indenture referred to on the reverse hereof), for value received, hereby promises to pay to The Bank of New York
Depositary (Nominees) Limited, as nominee of The Bank of New York Mellon, London Branch, a common depositary for Euroclear Bank SA/NV (“Euroclear”) and Clearstream Banking S.A.
(“Clearstream”), or registered assigns, the principal sum of Japanese Yen (¥ ), or such other principal amount as shall be set forth in the Schedule of Increases and Decreases in Note attached hereto, on May 30, 2029 (the “Maturity Date”) and to pay interest thereon, from May 30, 2024, or from the most recent Interest Payment Date to which interest has been paid or duly provided for to but excluding the next Interest Payment Date, which
shall be May 30 and November 30 of each year, commencing November 30, 2024, at the per annum rate of 1.559%, until the principal hereof is paid or made available for payment.
For the purposes of this Note, the term “Business Day” means any day, other than a Saturday or Sunday, that is not a day on which banking institutions or
trust companies in the City of New York, the City of London or the City of Tokyo are authorized or obligated by law, regulation or executive order to close.
The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person
in whose name this Note is registered at the close of business on the Regular Record Date for such interest, which shall be May 15 or November 15, as applicable, immediately preceding the relevant Interest Payment Date (whether or not a Business
Day). Except as otherwise provided in the Indenture, any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this
Note is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice of which shall be given to Holders of Notes not less than 10 days prior to the Special Record Date, or
be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which such Notes may be listed, all as more fully provided in the Indenture. Interest will be computed on the basis of a 360-day year
of twelve 30-day months.
The principal of, and premium, if any, and interest and Additional Amounts on, the Notes and the Repurchase Price in connection with a Change of Control
Repurchase Event will be payable in Japanese Yen. The Issuer will cause the paying agent to pay such amounts, on the dates payment is to be made, directly to The Bank of New York Depository (Nominees) Limited.
The Issuer will pay the Holder hereof Additional Amounts with respect to withholding taxes as are provided for, and subject to the conditions stated, on
the reverse of this Note.
This Note is being deposited with The Bank of New York Mellon, London Branch acting as a common depositary of Euroclear and Clearstream, and registered
in the name of The Bank of New York Depository (Nominees) Limited, a nominee of the common depositary. As Holder of record of this Note, The Bank of New York Depository (Nominees) Limited shall be entitled to receive payments of principal and
interest. Payments of principal and interest, including any Additional Amounts, on this Note shall be made in the manner specified on the reverse of this Note and, to the extent not inconsistent with the provisions set forth herein, in the Indenture
referred to herein.
The Notes constitute the direct, unconditional, unsecured and unsubordinated general obligations of the Company and shall at all times rank pari passu without any preference among themselves and with all other unsecured obligations of the Company, other than subordinated obligations of the Company and except for
statutorily preferred obligations. The Notes are not redeemable prior to the Maturity Date, except as set forth on the reverse of this Note and will not be subject to any sinking fund.
Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual or electronic signature,
this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.
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KKR Group Finance Co. XI LLC
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By:
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Name:James Rudy
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Title: Treasurer
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Attest:
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By:
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Name:Christopher Lee
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Title: Secretary
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CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.
Dated: ______
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THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
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By:
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Authorized Signatory
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[FORM OF REVERSE OF NOTE]
1. Indenture. This Note is one of a duly authorized issue of securities of the Company designated as its “1.559% Senior Notes due 2029” (herein called the “Notes”), issued under a Fourth Supplemental Indenture, dated as of May 30, 2024 (the “Fourth Supplemental Indenture”), to an indenture, dated as
of April 26, 2022 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Base Indenture” and herein with the Fourth Supplemental
Indenture, collectively, the “Indenture”), among the Company, the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee (herein called the
“Trustee,” which term includes any successor trustee under the Indenture), to which reference is hereby made for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Guarantors, the Trustee, The Bank of New York Mellon, London Branch (the “Paying Agent,” which term includes any
successor paying agent under the Indenture) and the Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. The aggregate principal amount of the Initial 2029 Notes Outstanding at any time may
not exceed ¥44,600,000,000 in aggregate principal amount, except for, or in lieu of, other Notes of the series pursuant to Sections 3.04, 3.05, 3.06, 9.06 or 11.07 of the Base Indenture and except for any Notes which, pursuant to Section 3.03 of
the Base Indenture, are deemed never to have been authenticated and delivered. The Fourth Supplemental Indenture pursuant to which this Note is issued provides that Additional Notes may be issued thereunder.
All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. In the event of a conflict or
inconsistency between this Note and the Indenture, the provisions of the Indenture shall govern.
2. Registrar and Paying Agent. The Company shall maintain in the Borough of Manhattan, the City of New York, an office or agency where Notes may be surrendered for registration of transfer or exchange and an
office or agency where Notes may be presented for payment or for exchange. The Company has initially appointed The Bank of New York Mellon acting through its London Branch, as its Paying Agent and The Bank of New York Mellon Trust Company, N.A.
as the Trustee and its Security Registrar. The Company reserves the right at any time to vary or terminate the appointment of any Paying Agent or Security Registrar, to appoint additional or other Paying Agents or other Security Registrars and to
approve any change in the office through which any Paying Agent or Security Registrar acts.
3. Additional Amounts. All payments made by, or on behalf of, the Company under or with respect to the Notes, including, but not limited to, payments of principal and
interest, will be made free and clear of, and without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by
any Relevant Jurisdiction or political subdivision or taxing authority of or in such Relevant Jurisdiction (collectively, “Taxes”), unless such withholding or deduction is
required by law or by regulation or governmental policy having the force of law. In the event such withholding or deduction of Taxes is required by law, the Company will pay
to the Holder or beneficial owner of any Note such additional amounts (“Additional
Amounts”) as may be necessary in order that every net payment by the Company or any paying agent of principal of or interest on the Notes, after deduction or withholding for or on account of such Taxes, will not be less than the amount
provided for in such Note to be then due and payable before deduction or withholding for or on account of such Taxes; provided that the Company’s obligation to pay Additional Amounts shall not apply to:
(i) any Taxes which would
not have been so imposed, withheld or deducted but for:
(A) the existence of
any present or former connection between such Holder or beneficial owner (or between a fiduciary, settlor, beneficiary, member or shareholder or other equity owner of, or a person having a power over, such Holder or beneficial owner, if such
Holder or beneficial owner is an estate, a trust, a limited liability company, a partnership, a corporation or other entity) and any Relevant Jurisdiction, including, without limitation, such Holder or beneficial owner (or such fiduciary,
settlor, beneficiary, member, shareholder or other equity owner or person having such a power) being or having been a citizen or resident or treated as a resident of such Relevant Jurisdiction or being or having been engaged in a trade or
business in such Relevant Jurisdiction or being or having been present in such Relevant Jurisdiction or having or having had a permanent establishment in such Relevant Jurisdiction;
(B) the failure of such
Holder or beneficial owner to comply with any applicable certification, information, documentation or other reporting requirement concerning the nationality, residence or identity of such Holder or beneficial owner, if compliance is required by
statute or by regulation in any Relevant Jurisdiction as a precondition to relief or exemption from the Tax, and proper notice of such requirements has been sent to the Holder or beneficial owner with respect to a jurisdiction other than the
United States; or
(C) such Holder’s or
beneficial owner’s present or former status as a personal holding company, foreign personal holding company, controlled foreign corporation, passive foreign investment company or foreign tax exempt organization with respect to the United States
or as a corporation that accumulates earnings to avoid United States federal income tax;
(ii) any Taxes imposed,
withheld or deducted on interest received by (1) a “10-percent shareholder” of KKR Group Partnership or any Guarantor within the meaning of Section 871(h) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), (2) a controlled foreign corporation that is related to us within the meaning of Section 864(d)(4) of the Code, or (3) a bank receiving interest described in Section 881(c)(3)(A) of the
Code, to the extent such Taxes
would not have been imposed but for the beneficial owner’s status as described in clauses (1) through (3) of this paragraph (ii);
(iii) any Taxes which would
not have been so imposed, withheld or deducted but for the presentation by the Holder or beneficial owner of such Note for payment on a date more than 30 days after the date on which such payment became due and payable or the date on which
payment of the Note is duly provided for and notice is given to Holders, whichever occurs later, except to the extent that the Holder or beneficial owner would have been entitled to such Additional Amounts on presenting such Note on any date
during such 30-day period;
(iv) any estate,
inheritance, gift, sales, transfer, capital gains, personal property, excise, wealth, interest equalization or similar Taxes;
(v) any Taxes which are
payable otherwise than by withholding from any payment of principal of or interest on such Note;
(vi) any Taxes which are
payable by a Holder that is not the beneficial owner of the Note, or a portion of the Note, or that is a fiduciary, partnership, limited liability company or other similar entity, but only to the extent that a beneficial owner, a beneficiary or
settlor with respect to such fiduciary or member of such partnership, limited liability company or similar entity would not have been entitled to the payment of an Additional Amount had such beneficial owner, settlor, beneficiary or member
received directly its beneficial or distributive share of the payment;
(vii) any Taxes imposed,
withheld or deducted under Sections 1471 through 1474 of the Code (or any amended or successor provisions that are substantively comparable) and any current or future regulations or official interpretations thereof (“FATCA”), any agreement (including any intergovernmental agreement) entered into in connection therewith, or any law, regulation or other official guidance enacted in any jurisdiction implementing
FATCA or an intergovernmental agreement in respect of FATCA; or
(viii) any combination of
taxes referred to in the preceding clauses (i), (ii), (iii), (iv), (v), (vi) and (vii).
For the purposes of this Note, the acquisition, ownership, enforcement or holding of or the receipt of any payment with respect to the Note will not
constitute a connection (1) between the holder or beneficial owner and any Relevant Jurisdiction or (2) between a fiduciary, settlor, beneficiary, member or shareholder or other equity owner of, or a person having a power over, such holder or
beneficial owner if such holder or beneficial owner is an estate, a trust, a limited liability company, a partnership, a corporation or other entity and any Relevant Jurisdiction.
Any reference in this Note to principal or interest shall be deemed to refer also to Additional Amounts which may be payable under the provisions of the
Indenture.
4. Tax Redemption. The Company may, at its option, redeem, as a whole, but not in
part, this Note at any time prior to maturity on not less than 30 nor more than 60 calendar days’ prior notice to the Holders, at a redemption price equal to 100% of the principal amount, together with interest accrued thereon to the
date fixed for such redemption if:
(a) the Company becomes or
will become obligated to pay Additional Amounts as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of any Relevant Jurisdiction (or any political subdivision or taxing authority thereof or
therein), or any change in, or amendment to, any official position regarding the application or interpretation of such laws, regulations or rulings, which change or amendment is announced or becomes effective on or after May 23, 2024, with respect
to this Note for reasons outside the Company’s, or, as the case may be, the Guarantor’s, control and after taking reasonable measures available to the Company and the Guarantor to avoid such obligation; or
(b) on or after May 30, 2024, any action is taken by a taxing authority of, or any action has been brought in a court of competent jurisdiction in, any
Relevant Jurisdiction or any political subdivision of or in such Relevant Jurisdiction or any taxing authority thereof or therein, including any of those actions specified in clause (a) above, whether or not such action was taken or brought with
respect to the Company, or there is any change, amendment, clarification, application or interpretation of such laws, regulations, treaties or rulings, which in any such case, will result in a material probability that the Company will be required to
pay Additional Amounts with respect to this Note (it being understood that such material probability will be deemed to result if the written opinion of independent tax counsel to such effect is delivered to the Trustee and the Paying Agent).
Prior to the mailing of any notice of redemption pursuant to this section, the Company shall deliver to the Trustee:
(1) a certificate signed by one of its duly authorized officers stating that the Company is entitled to effect such redemption and setting forth a
statement of facts showing that the conditions precedent to the Company’s right so to redeem have occurred, and
(2) a written opinion of independent legal counsel of recognized standing to the effect that the Company has or will become obligated to pay such
Additional Amounts as a result of such change or amendment.
Such notice, once delivered by the Company to the Trustee, shall be irrevocable.
5. Change of Control Repurchase Event. In the event of a Change of Control Repurchase Event, unless the Company has exercised its option to redeem the Notes, the Company will make
an offer to each Holder of Notes to repurchase all or any part of that Holder’s Notes at a Repurchase Price in cash equal to 101% of the aggregate principal amount of Notes
repurchased plus accrued and unpaid interest, if any, pursuant to Section 6.02 of the Fourth Supplemental Indenture.
6. Global Security. If this Note is a Global Security, then, in the event of a deposit or withdrawal of an interest in this Note, including an exchange, transfer, redemption, repurchase or conversion of this
Note in part only, the Common Depositary, as custodian of the Depositary, shall make an adjustment on its records to reflect such deposit or withdrawal in accordance with the Applicable Procedures.
7. Defaults and Remedies. If an Event of Default shall occur and be continuing, the principal of all the Notes may be declared due and payable in the manner and with the effect provided in the Indenture. Upon
payment of the amount of principal so declared due and payable, all obligations of the Company in respect of the payment of the principal of and interest on the Notes shall terminate.
No Holder of Notes shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a
receiver, assignee, trustee, liquidator or sequestrator (or similar official) or for any other remedy hereunder (except actions for payment of overdue principal of, and premium, if any, or interest on such Notes in accordance with its terms), unless
(i) such Holder has previously given written notice to the Trustee of a continuing Event of Default, specifying an Event of Default, as required under the Indenture; (ii) the Holders of not less than 25% in aggregate principal amount of the
Outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; (iii) such Holder or Holders have offered to the Trustee indemnity
reasonably satisfactory to it against the costs, expenses and liabilities to be incurred in compliance with such request; (iv) the Trustee has failed to institute any such proceeding for 60 days after its receipt of such notice, request and offer of
indemnity; and (v) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in aggregate principal amount of the Outstanding Notes, it being understood and intended that
no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of the Indenture to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain
priority or preference over any other of such Holders or to enforce any right under the Indenture, except in the manner provided in the Indenture and for the equal and ratable benefit of all of such Holders.
The foregoing shall not apply to any suit instituted by the Holder of this Note for the enforcement of any payment of principal of, and premium, if any,
or interest hereon, on or after the respective due dates expressed or provided for herein.
8. Amendment, Supplement and Waiver. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of
the Holders of the Notes under the Indenture at any time by the Company and the Trustee with the written consent of the Holders of at least a majority in aggregate principal amount of the Outstanding Notes. The Indenture also contains provisions
permitting the Holders of specified percentages in aggregate principal amount of the Outstanding Notes, on behalf of the Holders of all the Notes, to waive compliance by the Company with certain provisions of the Indenture and certain past
defaults under the Indenture and their consequences. Any such consent or
waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of
transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent or waiver is made upon this Note or such other Note. Certain modifications or amendments to the Indenture require the consent of the Holder of each
Outstanding Note affected.
No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair (without the consent of the Holder hereof)
the obligation of the Company, which is absolute and unconditional, to pay the principal of, premium, if any, and interest on this Note at the times, places and rate, and in the coin or currency, herein prescribed.
9. Registration and Transfer. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registerable on the Security Register. Upon surrender for
registration of transfer of this Note at the office or agency of the Company in a Place of Payment, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more
new Notes of any authorized denominations and of like tenor and principal amount. As provided in the Indenture and subject to certain limitations therein set forth, at the option of the Holder, this Note may be exchanged for one or more new Notes
of any authorized denominations and of like tenor and principal amount, upon surrender of this Note at such office or agency. Upon such surrender by the Holder, the Company shall execute, and the Trustee shall authenticate and deliver, in the
name of the designated transferee or transferees, one or more new Notes of any authorized denominations and of like tenor and principal amount. Every Note presented or surrendered for registration of transfer or for exchange shall be duly
endorsed (if so required by the Company or the Trustee), or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed, by the Holder thereof or such Holder’s attorney duly
authorized in writing. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection
therewith.
Prior to due presentment of this Note for registration of transfer, the Company, the Guarantors, the Trustee and any agent of the Company, a Guarantor or
the Trustee may treat the Person in whose name such Note is registered as the owner thereof for all purposes (except as otherwise provided in the Indenture), whether or not such Note be overdue, and neither the Company, the Guarantors, the Trustee
nor any agent of the Company, a Guarantor or the Trustee shall be affected by notice to the contrary.
10. Guarantee. As expressly set forth in the Base Indenture, payment of this Note is jointly and severally and fully and unconditionally guaranteed by the Guarantors that have become and continue to be Guarantors
pursuant to the Indenture. Guarantors may be released from their obligations under the Indenture and their Guarantees under the circumstances specified in the Base Indenture.
11. Governing Law. THE INDENTURE, THIS NOTE AND THE GUARANTEES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW
YORK.
ABBREVIATIONS
The following abbreviations, when used in the inscription of the face of this Note, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM (= tenant in common)
TEN ENT (= tenants by the entireties (Cust))
JT TEN (= joint tenants with right of survivorship and not as tenants in common) UNIF GIFT MIN ACT (= under Uniform Gifts to Minors Act )
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT FORM
To assign this Note, fill in the form below:
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(I) or (we) assign and transfer this Note to:
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(Insert assignee’s legal name)
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(Insert assignee’s soc. sec. or tax I.D. no.)
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(Print or type assignee’s name, address and zip code)
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and irrevocably appoint
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, as agent, to transfer this Note on the books of the Company. The agent |
may substitute another to act for him.
In connection with the assignment of the Notes evidenced by this certificate occurring prior to the date that is one year or six months, as the case may be (as specified in
Rule 144(d) under the Securities Act), after the later of the date of original issuance of such Notes and the last date, if any, on which such Notes were owned by the Company or any affiliate of the Company, the undersigned confirms that such Notes
are being:
CHECK ONE BOX BELOW:
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acquired for the undersigned’s own account, without transfer; or
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transferred to the Company; or
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transferred pursuant to and in compliance with Rule 144A promulgated under the Securities Act of 1933, as amended (the “Securities Act”); or
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transferred pursuant to an effective registration statement under the Securities Act; or
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transferred pursuance to and in compliance with Regulation S promulgated under the Securities Act; or
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transferred to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3), or (7) under the Securities Act) that, prior to such
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transfer, furnished the Trustee with a signed letter containing certain representations and agreements relating to the transfer; or
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transferred pursuant to another available exemption from the registration requirements of the Securities Act.
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Unless one of the boxes is checked, the Trustee will refuse to register any of the Notes evidenced by this certificate in the name of any Person other
than the registered holder thereof; provided, however, that if box (5), (6) or (7) is checked, the
Company may require, prior to registering any such transfer of the Notes, in its sole discretion, such legal opinions, certifications and other information as the Company may reasonably request to confirm that such transfer is being made pursuant to
an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, such as the exemption provided by Rule 144A promulgated under the Securities Act.
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Signature Guarantee:
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(Signature must be guaranteed)
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Signature
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The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to Rule 17Ad-15 of the Securities Exchange Act.
TO BE COMPLETED BY PURCHASER IF (1) OR (3) ABOVE IS CHECKED.
The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it
exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act, and is aware that the sale to it is being made in reliance on Rule 144A promulgated
under the Securities Act and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is
relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A.
[SCHEDULE OF INCREASES AND DECREASES IN NOTE
KKR GROUP FINANCE CO. XI LLC
1.559% Senior Note due 2029
The initial principal amount of this Note is ¥______ .
The following increases or decreases in this Note have been made:
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Amount of
decrease in
Principal
Amount of this
Note
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Amount of
increase in
Principal
Amount of this
Note
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Principal
Amount of this
Note following
such decrease or
increase
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Signature of
authorized
officer of
Trustee]1
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1 Insert for Global Securities only
[FORM OF 1.762% SENIOR NOTE DUE 2031]
KKR GROUP FINANCE CO. XI LLC
1.762% SENIOR NOTE DUE 2031
No. ______
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Principal Amount ¥ ______ |
CUSIP NO. 48255D AS1 / U4950D AV2
ISIN NO. XS2823253732 / XS2823250803
COMMON CODE NO. 282325373 / 282325080
KKR Group Finance Co. XI LLC, a limited liability company duly organized and existing under the laws of the State of Delaware (herein called the “Company”, which term includes any Successor Person under the Indenture referred to on the reverse hereof), for value received, hereby promises to pay to The Bank of New York
Depositary (Nominees) Limited, as nominee of The Bank of New York Mellon, London Branch, a common depositary for Euroclear Bank SA/NV (“Euroclear”) and Clearstream Banking S.A.
(“Clearstream”), or registered assigns, the principal sum of Japanese Yen (¥ ), or such other principal amount as shall be set forth in the Schedule of Increases and Decreases in Note attached hereto, on
May 30, 2031 (the “Maturity Date”) and to pay interest thereon, from May 30, 2024, or from the most recent Interest Payment Date to which interest has been paid or duly provided
for to but excluding the next Interest Payment Date, which shall be May 30 and November 30 of each year, commencing November 30, 2024, at the per annum rate of 1.762%, until the principal hereof is paid or made available for payment.
For the purposes of this Note, the term “Business Day” means any day, other than a Saturday or Sunday, that is not a day on which banking institutions or
trust companies in the City of New York, the City of London or the City of Tokyo are authorized or obligated by law, regulation or executive order to close.
The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person
in whose name this Note is registered at the close of business on the Regular Record Date for such interest, which shall be May 15 or November 15, as applicable, immediately preceding the relevant Interest Payment Date (whether or not a Business
Day). Except as otherwise provided in the Indenture, any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this
Note is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice of which shall be given to Holders of Notes not less than 10 days prior to the Special Record Date, or
be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which such Notes may be listed, all as more fully provided in the Indenture. Interest will be computed on the basis of a 360-day year
of twelve 30-day months.
The principal of, and premium, if any, and interest and Additional Amounts on, the Notes and the Repurchase Price in connection with a Change of Control
Repurchase Event will be payable in Japanese Yen. The Issuer will cause the paying agent to pay such amounts, on the dates payment is to be made, directly to The Bank of New York Depository (Nominees) Limited.
The Issuer will pay the Holder hereof Additional Amounts with respect to withholding taxes as are provided for, and subject to the conditions stated, on
the reverse of this Note.
This Note is being deposited with The Bank of New York Mellon, London Branch acting as a common depositary of Euroclear and Clearstream, and registered
in the name of The Bank of New York Depository (Nominees) Limited, a nominee of the common depositary. As Holder of record of this Note, The Bank of New York Depository (Nominees) Limited shall be entitled to receive payments of principal and
interest. Payments of principal and interest, including any Additional Amounts, on this Note shall be made in the manner specified on the reverse of this Note and, to the extent not inconsistent with the provisions set forth herein, in the Indenture
referred to herein.
The Notes constitute the direct, unconditional, unsecured and unsubordinated general obligations of the Company and shall at all times rank pari passu without any preference among themselves and with all other unsecured obligations of the Company, other than subordinated obligations of the Company and except for
statutorily preferred obligations. The Notes are not redeemable prior to the Maturity Date, except as set forth on the reverse of this Note and will not be subject to any sinking fund.
Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual or electronic signature,
this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.
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KKR Group Finance Co. XI LLC
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By:
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Name:James Rudy
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Title: Treasurer
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Attest:
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By:
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Name:Christopher Lee
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Title: Secretary
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CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.
Dated: ______
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THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
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By:
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Authorized Signatory
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[FORM OF REVERSE OF NOTE]
1. Indenture. This Note is one of a duly authorized issue of securities of the Company designated as its “1.762% Senior Notes due 2031” (herein called the “Notes”), issued under a Fourth Supplemental Indenture, dated as of May 30, 2024 (the “Fourth Supplemental Indenture”), to an indenture, dated as
of April 26, 2022 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Base Indenture” and herein with the Fourth Supplemental
Indenture, collectively, the “Indenture”), among the Company, the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee (herein called the
“Trustee,” which term includes any successor trustee under the Indenture), to which reference is hereby made for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Guarantors, the Trustee, The Bank of New York Mellon, London Branch (the “Paying Agent,” which term includes any
successor paying agent under the Indenture) and the Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. The aggregate principal amount of the Initial 2031 Notes Outstanding at any time may
not exceed ¥1,000,000,000 in aggregate principal amount, except for, or in lieu of, other Notes of the series pursuant to Sections 3.04, 3.05, 3.06, 9.06 or 11.07 of the Base Indenture and except for any Notes which, pursuant to Section 3.03 of
the Base Indenture, are deemed never to have been authenticated and delivered. The Fourth Supplemental Indenture pursuant to which this Note is issued provides that Additional Notes may be issued thereunder.
All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. In the event of a conflict or
inconsistency between this Note and the Indenture, the provisions of the Indenture shall govern.
2. Registrar and Paying Agent. The Company shall maintain in the Borough of Manhattan, the City of New York, an office or agency where Notes may be surrendered for registration of transfer or exchange and an
office or agency where Notes may be presented for payment or for exchange. The Company has initially appointed The Bank of New York Mellon acting through its London Branch, as its Paying Agent and The Bank of New York Mellon Trust Company, N.A.
as the Trustee and its Security Registrar. The Company reserves the right at any time to vary or terminate the appointment of any Paying Agent or Security Registrar, to appoint additional or other Paying Agents or other Security Registrars and to
approve any change in the office through which any Paying Agent or Security Registrar acts.
3. Additional Amounts. All payments made by, or on behalf of, the Company under or with respect to the Notes, including, but not limited to, payments of principal and
interest, will be made free and clear of, and without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by
any Relevant Jurisdiction or political subdivision or taxing authority of or in such Relevant Jurisdiction (collectively, “Taxes”), unless such withholding or deduction is
required by law or by regulation or governmental policy having the force of law. In the event such withholding or deduction of Taxes is required by law, the Company will pay
to the Holder or beneficial owner of any Note such additional amounts (“Additional
Amounts”) as may be necessary in order that every net payment by the Company or any paying agent of principal of or interest on the Notes, after deduction or withholding for or on account of such Taxes, will not be less than the amount
provided for in such Note to be then due and payable before deduction or withholding for or on account of such Taxes; provided that the Company’s obligation to pay Additional Amounts shall not apply to:
(i) any Taxes which would
not have been so imposed, withheld or deducted but for:
(A) the existence of
any present or former connection between such Holder or beneficial owner (or between a fiduciary, settlor, beneficiary, member or shareholder or other equity owner of, or a person having a power over, such Holder or beneficial owner, if such
Holder or beneficial owner is an estate, a trust, a limited liability company, a partnership, a corporation or other entity) and any Relevant Jurisdiction, including, without limitation, such Holder or beneficial owner (or such fiduciary,
settlor, beneficiary, member, shareholder or other equity owner or person having such a power) being or having been a citizen or resident or treated as a resident of such Relevant Jurisdiction or being or having been engaged in a trade or
business in such Relevant Jurisdiction or being or having been present in such Relevant Jurisdiction or having or having had a permanent establishment in such Relevant Jurisdiction;
(B) the failure of such
Holder or beneficial owner to comply with any applicable certification, information, documentation or other reporting requirement concerning the nationality, residence or identity of such Holder or beneficial owner, if compliance is required by
statute or by regulation in any Relevant Jurisdiction as a precondition to relief or exemption from the Tax, and proper notice of such requirements has been sent to the Holder or beneficial owner with respect to a jurisdiction other than the
United States; or
(C) such Holder’s or
beneficial owner’s present or former status as a personal holding company, foreign personal holding company, controlled foreign corporation, passive foreign investment company or foreign tax exempt organization with respect to the United States
or as a corporation that accumulates earnings to avoid United States federal income tax;
(ii) any Taxes imposed,
withheld or deducted on interest received by (1) a “10-percent shareholder” of KKR Group Partnership or any Guarantor within the meaning of Section 871(h) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), (2) a controlled foreign corporation that is related to us within the meaning of Section 864(d)(4) of the Code, or (3) a bank receiving interest described in Section 881(c)(3)(A) of the
Code, to the extent such Taxes
would not have been imposed but for the beneficial owner’s status as described in clauses (1) through (3) of this paragraph (ii);
(iii) any Taxes which would
not have been so imposed, withheld or deducted but for the presentation by the Holder or beneficial owner of such Note for payment on a date more than 30 days after the date on which such payment became due and payable or the date on which
payment of the Note is duly provided for and notice is given to Holders, whichever occurs later, except to the extent that the Holder or beneficial owner would have been entitled to such Additional Amounts on presenting such Note on any date
during such 30-day period;
(iv) any estate,
inheritance, gift, sales, transfer, capital gains, personal property, excise, wealth, interest equalization or similar Taxes;
(v) any Taxes which are
payable otherwise than by withholding from any payment of principal of or interest on such Note;
(vi) any Taxes which are
payable by a Holder that is not the beneficial owner of the Note, or a portion of the Note, or that is a fiduciary, partnership, limited liability company or other similar entity, but only to the extent that a beneficial owner, a beneficiary or
settlor with respect to such fiduciary or member of such partnership, limited liability company or similar entity would not have been entitled to the payment of an Additional Amount had such beneficial owner, settlor, beneficiary or member
received directly its beneficial or distributive share of the payment;
(vii) any Taxes imposed,
withheld or deducted under Sections 1471 through 1474 of the Code (or any amended or successor provisions that are substantively comparable) and any current or future regulations or official interpretations thereof (“FATCA”), any agreement (including any intergovernmental agreement) entered into in connection therewith, or any law, regulation or other official guidance enacted in any jurisdiction implementing
FATCA or an intergovernmental agreement in respect of FATCA; or
(viii) any combination of
taxes referred to in the preceding clauses (i), (ii), (iii), (iv), (v), (vi) and (vii).
For the purposes of this Note, the acquisition, ownership, enforcement or holding of or the receipt of any payment with respect to the Note will not
constitute a connection (1) between the holder or beneficial owner and any Relevant Jurisdiction or (2) between a fiduciary, settlor, beneficiary, member or shareholder or other equity owner of, or a person having a power over, such holder or
beneficial owner if such holder or beneficial owner is an estate, a trust, a limited liability company, a partnership, a corporation or other entity and any Relevant Jurisdiction.
Any reference in this Note to principal or interest shall be deemed to refer also to Additional Amounts which may be payable under the provisions of the
Indenture.
4. Optional Redemption. Prior to March 30, 2031 (two months prior to their maturity date) (the “Par Call Date”), the Company may redeem the Notes at its option, in whole
or in part, at any time and from time to time, at a Redemption Price (expressed as a percentage of the principal amount and rounded to three decimal places) equal to 100% of the principal amount of the Notes being redeemed plus accrued and
unpaid interest on the principal amount of the Notes being redeemed to, but not including, the redemption date.
The Company shall give the Trustee notice of the Redemption Price with respect to any redemption pursuant to the preceding
paragraph as soon as practicable after the calculation thereof and the Trustee shall have no responsibility for such calculation. Any notice of any redemption may, at the Company’s discretion, be subject to one or more conditions precedent,
including, but not limited to, completion of a securities offering or other corporate transaction.
On or after the Par Call Date, the Company may redeem the Notes, in whole or in part, at any time and from time to time, at a
Redemption Price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but not including, the redemption date.
The Company’s actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes,
absent manifest error.
5. Tax Redemption. The Company may, at its option, redeem, as a whole, but not in
part, this Note at any time prior to maturity on not less than 30 nor more than 60 calendar days’ prior notice to the Holders, at a redemption price equal to 100% of the principal amount, together with interest accrued thereon to the
date fixed for such redemption if:
(a) the Company becomes or
will become obligated to pay Additional Amounts as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of any Relevant Jurisdiction (or any political subdivision or taxing authority thereof or
therein), or any change in, or amendment to, any official position regarding the application or interpretation of such laws, regulations or rulings, which change or amendment is announced or becomes effective on or after May 23, 2024, with respect
to this Note for reasons outside the Company’s, or, as the case may be, the Guarantor’s, control and after taking reasonable measures available to the Company and the Guarantor to avoid such obligation; or
(b) on or after May 30, 2024, any action is taken by a taxing authority of, or any action has been brought in a court of competent jurisdiction in, any
Relevant Jurisdiction or any political subdivision of or in such Relevant Jurisdiction or any taxing authority thereof or therein, including any of those actions specified in clause (a) above, whether or not such action was taken or brought with
respect to the Company, or there is any change, amendment, clarification, application or interpretation of such laws, regulations, treaties or rulings, which in any such case, will result in a material probability that the Company will be required to
pay Additional Amounts with respect to this Note (it being understood
that such material probability will be deemed to result if the written opinion of independent tax counsel to such effect is delivered to the Trustee and the Paying Agent).
Prior to the mailing of any notice of redemption pursuant to this section, the Company shall deliver to the Trustee:
(1) a certificate signed by one of its duly authorized officers stating that the Company is entitled to effect such redemption and setting forth a
statement of facts showing that the conditions precedent to the Company’s right so to redeem have occurred, and
(2) a written opinion of independent legal counsel of recognized standing to the effect that the Company has or will become obligated to pay such
Additional Amounts as a result of such change or amendment.
Such notice, once delivered by the Company to the Trustee, shall be irrevocable.
6. Change of Control Repurchase Event. In the event of a Change of Control Repurchase Event, unless the Company has exercised its option to redeem the Notes, the Company will make
an offer to each Holder of Notes to repurchase all or any part of that Holder’s Notes at a Repurchase Price in cash equal to 101% of the aggregate principal amount of Notes
repurchased plus accrued and unpaid interest, if any, pursuant to Section 6.02 of the Fourth Supplemental Indenture.
7. Global Security. If this Note is a Global Security, then, in the event of a deposit or withdrawal of an interest in this Note, including an exchange, transfer, redemption, repurchase or conversion of this
Note in part only, the Common Depositary, as custodian of the Depositary, shall make an adjustment on its records to reflect such deposit or withdrawal in accordance with the Applicable Procedures.
8. Defaults and Remedies. If an Event of Default shall occur and be continuing, the principal of all the Notes may be declared due and payable in the manner and with the effect provided in the Indenture. Upon
payment of the amount of principal so declared due and payable, all obligations of the Company in respect of the payment of the principal of and interest on the Notes shall terminate.
No Holder of Notes shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a
receiver, assignee, trustee, liquidator or sequestrator (or similar official) or for any other remedy hereunder (except actions for payment of overdue principal of, and premium, if any, or interest on such Notes in accordance with its terms), unless
(i) such Holder has previously given written notice to the Trustee of a continuing Event of Default, specifying an Event of Default, as required under the Indenture; (ii) the Holders of not less than 25% in aggregate principal amount of the
Outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; (iii) such Holder or Holders have offered to the Trustee indemnity
reasonably satisfactory to it against the costs, expenses and liabilities to be incurred in compliance with such request; (iv) the Trustee has failed to institute any such
proceeding for 60 days after its receipt of such notice, request and offer of indemnity; and (v) no direction inconsistent with such written request has been given to the
Trustee during such 60-day period by the Holders of a majority in aggregate principal amount of the Outstanding Notes, it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or
by availing of, any provision of the Indenture to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under the
Indenture, except in the manner provided in the Indenture and for the equal and ratable benefit of all of such Holders.
The foregoing shall not apply to any suit instituted by the Holder of this Note for the enforcement of any payment of principal of, and premium, if any,
or interest hereon, on or after the respective due dates expressed or provided for herein.
9. Amendment, Supplement and Waiver. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of
the Holders of the Notes under the Indenture at any time by the Company and the Trustee with the written consent of the Holders of at least a majority in aggregate principal amount of the Outstanding Notes. The Indenture also contains provisions
permitting the Holders of specified percentages in aggregate principal amount of the Outstanding Notes, on behalf of the Holders of all the Notes, to waive compliance by the Company with certain provisions of the Indenture and certain past
defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of
transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent or waiver is made upon this Note or such other Note. Certain modifications or amendments to the Indenture require the consent of the Holder of each
Outstanding Note affected.
No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair (without the consent of the Holder hereof)
the obligation of the Company, which is absolute and unconditional, to pay the principal of, premium, if any, and interest on this Note at the times, places and rate, and in the coin or currency, herein prescribed.
10. Registration and Transfer. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registerable on the Security Register. Upon surrender for
registration of transfer of this Note at the office or agency of the Company in a Place of Payment, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more
new Notes of any authorized denominations and of like tenor and principal amount. As provided in the Indenture and subject to certain limitations therein set forth, at the option of the Holder, this Note may be exchanged for one or more new Notes
of any authorized denominations and of like tenor and principal amount, upon surrender of this Note at such office or agency. Upon such surrender by the Holder, the Company shall execute, and the Trustee shall authenticate and deliver, in the
name of the designated
transferee or transferees, one or more new Notes of any authorized denominations and of like tenor and principal amount. Every Note presented or surrendered for
registration of transfer or for exchange shall be duly endorsed (if so required by the Company or the Trustee), or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed, by the
Holder thereof or such Holder’s attorney duly authorized in writing. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection therewith.
Prior to due presentment of this Note for registration of transfer, the Company, the Guarantors, the Trustee and any agent of the Company, a Guarantor or
the Trustee may treat the Person in whose name such Note is registered as the owner thereof for all purposes (except as otherwise provided in the Indenture), whether or not such Note be overdue, and neither the Company, the Guarantors, the Trustee
nor any agent of the Company, a Guarantor or the Trustee shall be affected by notice to the contrary.
11. Guarantee. As expressly set forth in the Base Indenture, payment of this Note is jointly and severally and fully and unconditionally guaranteed by the Guarantors that have become and continue to be Guarantors
pursuant to the Indenture. Guarantors may be released from their obligations under the Indenture and their Guarantees under the circumstances specified in the Base Indenture.
12. Governing Law. THE INDENTURE, THIS NOTE AND THE GUARANTEES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW
YORK.
ABBREVIATIONS
The following abbreviations, when used in the inscription of the face of this Note, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM (= tenant in common)
TEN ENT (= tenants by the entireties (Cust))
JT TEN (= joint tenants with right of survivorship and not as tenants in common) UNIF GIFT MIN ACT (= under Uniform Gifts to Minors Act )
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT FORM
To assign this Note, fill in the form below:
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(I) or (we) assign and transfer this Note to:
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(Insert assignee’s legal name)
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(Insert assignee’s soc. sec. or tax I.D. no.)
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(Print or type assignee’s name, address and zip code)
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and irrevocably appoint
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, as agent, to transfer this Note on the books of the Company. The agent |
may substitute another to act for him.
In connection with the assignment of the Notes evidenced by this certificate occurring prior to the date that is one year or six months, as the case may be (as specified in
Rule 144(d) under the Securities Act), after the later of the date of original issuance of such Notes and the last date, if any, on which such Notes were owned by the Company or any affiliate of the Company, the undersigned confirms that such Notes
are being:
CHECK ONE BOX BELOW:
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1
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acquired for the undersigned’s own account, without transfer; or
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2
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transferred to the Company; or
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3
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transferred pursuant to and in compliance with Rule 144A promulgated under the Securities Act of 1933, as amended (the “Securities Act”); or
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4
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transferred pursuant to an effective registration statement under the Securities Act; or
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5
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transferred pursuance to and in compliance with Regulation S promulgated under the Securities Act; or
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transferred to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3), or (7) under the Securities Act) that, prior to such
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transfer, furnished the Trustee with a signed letter containing certain representations and agreements relating to the transfer; or
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7
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transferred pursuant to another available exemption from the registration requirements of the Securities Act.
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Unless one of the boxes is checked, the Trustee will refuse to register any of the Notes evidenced by this certificate in the name of any Person other
than the registered holder thereof; provided, however, that if box (5), (6) or (7) is checked, the
Company may require, prior to registering any such transfer of the Notes, in its sole discretion, such legal opinions, certifications and other information as the Company may reasonably request to confirm that such transfer is being made pursuant to
an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, such as the exemption provided by Rule 144A promulgated under the Securities Act.
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Signature Guarantee:
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(Signature must be guaranteed)
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Signature
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The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to Rule 17Ad-15 of the Securities Exchange Act.
TO BE COMPLETED BY PURCHASER IF (1) OR (3) ABOVE IS CHECKED.
The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it
exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act, and is aware that the sale to it is being made in reliance on Rule 144A promulgated
under the Securities Act and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is
relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A.
[SCHEDULE OF INCREASES AND DECREASES IN NOTE
KKR GROUP FINANCE CO. XI LLC
1.762% Senior Note due 2031
The initial principal amount of this Note is ¥______ . The following increases or decreases in this Note have been made:
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Amount of
decrease in
Principal
Amount of this
Note
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Amount of
increase in
Principal
Amount of this
Note
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Principal
Amount of this
Note following
such decrease or
increase
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Signature of
authorized
officer of
Trustee]2
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