SECOND SUPPLEMENTAL INDENTURE
Exhibit 4.17
Execution Version
Second Supplemental Indenture, dated as of May 31, 2022 (this “Second Supplemental Indenture”), by and among KKR Group Finance Co. VIII
LLC, a Delaware limited liability company (the “Company”), KKR & Co. Inc. (previously known as “KKR Aubergine Inc.”), a Delaware corporation (“New Guarantor”), and
The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).
WHEREAS, pursuant to Section 901(4) of the Base Indenture, the Company, New Guarantor and the Trustee may, without the consent of any Holders, enter into this Second Supplemental Indenture for the purposes of adding
New Guarantor as a Guarantor under the Indenture; and
WHEREAS, pursuant to Sections 901 and 1413 of the Indenture, the Trustee is authorized to execute and deliver this Second Supplemental Indenture.
1. Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
2. Guarantee. New Guarantor hereby agrees to become a party to the Indenture as a Guarantor and as such will have all of the rights and be subject to all of the obligations and agreements of a
Guarantor under the Indenture, and further agrees to fully and unconditionally Guarantee to each Holder of the Notes and the Trustee the obligations of the Company pursuant to and as set forth in Article XIV of the Base Indenture.
3. References to the Corporation. All references to the “Corporation” in the Indenture shall be deemed to be replaced by references to New Guarantor.
4. Execution as Supplemental Indenture. This Second Supplemental Indenture is executed and shall be construed as an indenture supplemental to the Base
Indenture and, as provided in the Base Indenture, forms a part thereof.
5. Not Responsible for Recitals. The recitals contained herein shall be taken as the statements of the Company and New Guarantor, as the case may be, and the Trustee assumes no responsibility for their
correctness. The Trustee makes no representations as to the validity or sufficiency of this Second Supplemental Indenture or the Guarantees. All rights, protections, privileges and indemnities granted or afforded to the Trustee under the Indenture
shall be deemed incorporated herein by this reference and shall be deemed applicable to all actions taken, suffered or omitted by the Trustee under this Second Supplemental Indenture.
6. Separability Clause. In case any provision in this Second Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality,
and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
7. No Recourse Against Others. No director, partner, officer, employee, member, manager or stockholder of New Guarantor shall have any liability for any
obligations of the Company or the Guarantors (including New Guarantor) under the Notes, any Guarantees, the Indenture or this Second Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their
creation. Each Holder by accepting the Notes waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Notes.
8. Successors and Assigns. All covenants and agreements in this Second Supplemental Indenture by the Company and the Guarantors shall bind their
respective successors and assigns, whether so expressed or not. All agreements of the Trustee in this Second Supplemental Indenture shall bind its successors and assigns, whether so expressed or not.
9. Execution and Counterparts. This Second Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be
deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.
10. Governing Law. This Second Supplemental Indenture shall be governed by, and construed in accordance with, the law of the State of New York.
2
11. Headings. The headings of the sections in this Second Supplemental Indenture are for convenience of reference only and shall not be deemed to alter
or affect the meaning or interpretation of any provisions hereof.
[Signature pages follow]
3
KKR GROUP FINANCE CO. VIII LLC, as the Company
|
|||
By:
|
/s/ Xxxxx Xxxx
|
||
Name: Xxxxx Xxxx
|
|||
Title: Authorized Signatory
|
KKR & CO. INC., as New Guarantor
|
|||
By:
|
/s/ Xxxxxxxxxxx Xxx
|
||
Name: Xxxxxxxxxxx Xxx
|
|||
Title: Authorized Signatory
|
[Signature Page to New Supplemental Indenture – Finance Co. VIII]
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
|
|||
By:
|
/s/ Xxxxxxxx X. Xxxxx
|
||
Name: Xxxxxxxx X. Xxxxx
|
|||
Title: Vice President
|
[Signature Page to New Supplemental Indenture – Finance Co. VIII]