0001104659-07-036113 Sample Contracts

AMENDED AND RESTATED MANAGEMENT AGREEMENT
Management Agreement • May 4th, 2007 • KKR Financial Holdings LLC • Real estate investment trusts • New York

THIS AMENDED AND RESTATED MANAGEMENT AGREEMENT is entered into as of May 4, 2007 by and among KKR FINANCIAL HOLDINGS LLC., a Delaware limited liability company (the “Company”), KKR FINANCIAL CORP., a Maryland corporation (“KKR Corp.”), and KKR FINANCIAL ADVISORS LLC, a Delaware limited liability company (together with its permitted assignees, the “Manager”).

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SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • May 4th, 2007 • KKR Financial Holdings LLC • Real estate investment trusts • New York

This SECOND AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of May 4, 2007, among (i) KKR FINANCIAL HOLDINGS LLC, a Delaware limited liability company (“KKR Financial”), KKR FINANCIAL CORP., a Maryland corporation (“KKR Financial Corp.”) KKR TRS HOLDINGS, INC., a Delaware corporation (“KKR TRS”), KKR TRS HOLDINGS, LTD., a Cayman Islands company (“KKR TRS LTD”), KKR FINANCIAL HOLDINGS II, LLC, a Delaware limited liability company (“KKR Holdings II”), KKR FINANCIAL HOLDINGS III, LLC, a Delaware limited liability company (“KKR Holdings III”), KKR FINANCIAL HOLDINGS, INC., a Delaware corporation (“KKR Holdings”), and KKR FINANCIAL HOLDINGS, LTD., a Cayman Islands company (“KKR Holdings LTD,” and collectively with KKR Financial, KKR Financial Corp., KKR TRS, KKR TRS LTD, KKR Holdings II, KKR Holdings III and KKR Holdings, the “Borrowers” and each, individually, a “Borrower”), (ii) each lender from time to time party hereto (collectively, the “Lenders” and individually

AMENDED AND RESTATED OPERATING AGREEMENT OF KKR FINANCIAL HOLDINGS LLC Dated as of May 3, 2007
Operating Agreement • May 4th, 2007 • KKR Financial Holdings LLC • Real estate investment trusts • Delaware

This AMENDED AND RESTATED OPERATING AGREEMENT (the “Agreement”) shall be effective as of the 3rd day of May, 2007 and is entered into by KKR Financial Advisors LLC, a Delaware limited liability company (the “Manager”), together with KKR Financial Corp., a Maryland corporation (“KKR Financial Corp.”), any other Persons who are or hereafter become Members in KKR Financial Holdings LLC or parties hereto as provided herein. The Members hereby agree to the amendment and restatement of the Operating Agreement, dated as of January 17, 2007 (the “Original Agreement”), as set forth herein. Capitalized terms used in this Agreement without definition shall have the respective meanings specified in Section 1.10 and, unless otherwise specified, article and section references used herein refer to Articles and Sections of this Agreement.

RESTRICTED SHARE AWARD AGREEMENT
Restricted Share Award Agreement • May 4th, 2007 • KKR Financial Holdings LLC • Real estate investment trusts • New York

THIS AGREEMENT (the “Agreement”) is made, effective as of the <<DATE>> (the “Date of Grant”), between KKR Financial Holdings LLC, a Delaware limited liability company (hereinafter called the “Company”), <<NAME>> (hereinafter called the “Participant”).

AMENDED AND RESTATED TRADEMARK LICENSE AGREEMENT
Trademark License Agreement • May 4th, 2007 • KKR Financial Holdings LLC • Real estate investment trusts • New York

This AMENDED AND RESTATED TRADEMARK LICENSE AGREEMENT (“Agreement”) is effective as of the 4thth day of May, 2007 (“Effective Date”) among Kohlberg Kravis Roberts & Co. L.P. (the “Licensor”), KKR Financial Corp., a corporation organized under the laws of the State of Maryland (“KKR Financial Corp.”) and KKR Financial Holdings LLC, a limited liability company organized under the laws of the State of Delaware (“Licensee”).

RESTRICTED SHARE AWARD AGREEMENT (Non-Employee Director)
Restricted Share Award Agreement • May 4th, 2007 • KKR Financial Holdings LLC • Real estate investment trusts • New York

THIS AGREEMENT (the “Agreement”) is made, effective as of the <<DATE>> (the “Date of Grant”), between KKR Financial Holdings LLC, a Delaware limited liability company (hereinafter called the “Company”), and <<NAME>> (hereinafter called the “Participant”).

NONQUALIFIED SHARE OPTION AGREEMENT
Nonqualified Share Option Agreement • May 4th, 2007 • KKR Financial Holdings LLC • Real estate investment trusts • New York

THIS AGREEMENT (the “Agreement”), is made effective as of the <<DATE>> (hereinafter called the “Date of Grant”), between KKR Financial Holdings LLC, a Delaware limited liability company (hereinafter called the “Company”), and <<NAME>> (hereinafter called the “Participant”):

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