0001047469-05-017786 Sample Contracts

COLLATERAL MANAGEMENT AGREEMENT
Collateral Management Agreement • June 21st, 2005 • KKR Financial Corp • Real estate investment trusts • New York

This Agreement, dated as of March 30, 2005, is entered into by and between KKR Financial CLO 2005-1, Ltd. (together with successors and assigns permitted hereunder, the “Issuer”), and KKR Financial Advisors II, LLC (in such capacity, the “Collateral Manager”).

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LICENSE AGREEMENT
License Agreement • June 21st, 2005 • KKR Financial Corp • Real estate investment trusts • New York

This TRADEMARK LICENSE AGREEMENT (“Agreement”) is effective as of the 12th day of August, 2004 (“Effective Date”) by and between Kohlberg Kravis Roberts & Co. L.P. (the “Licensor”) and KKR Financial Corp., a corporation organized under the laws of the State of Maryland (the “Licensee”).

August 12, 2004
KKR Financial Corp • June 21st, 2005 • Real estate investment trusts
KKR Financial Corp. •,000 Sharesa/ Common Stock (par value $0.01) Underwriting Agreement
Underwriting Agreement • June 21st, 2005 • KKR Financial Corp • Real estate investment trusts • New York

Citigroup Global Markets Inc. Bear, Stearns & Co. Inc. Credit Suisse First Boston LLC Lehman Brothers Inc. J.P. Morgan Securities Inc. Friedman, Billings, Ramsey & Co., Inc. As Representatives of the several Underwriters, c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013

FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • June 21st, 2005 • KKR Financial Corp • Real estate investment trusts • New York

This FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), is entered into as of June 17, 2005 by and among, (a) KKR FINANCIAL CORP., a Maryland corporation (“KKR Financial”) and KKR TRS HOLDINGS, INC, a Delaware corporation (“KKR TRS” and together with KKR Financial, each individually, a “Borrower” and collectively, the “Borrowers”), (b) JPMORGAN CHASE BANK, N.A., a national banking association, as administrative agent (hereinafter, in such capacity, the “Administrative Agent”) for itself and the other lending institutions (the “Existing Lenders”) party to that certain Credit Agreement, dated as of June 16, 2005 (as amended and in effect from time to time, the “Credit Agreement”), among the Borrowers, the Existing Lenders and the Administrative Agent, (c) the Existing Lenders, and (d) BANK OF AMERICA, N.A., a national banking association (the “New Lender” and collectively with the Existing Lenders after giving effect to this Amendment, the “Lenders”).

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