This Amended and Restated Limited Partnership Agreement
is enteredinto the 2nd day of May, 2007
between:(1) KKR GUERNSEY GP LIMITED
whose registered office is at Trafalgar Court, LesBanques, St. Peter Port, Guernsey (the “
(2) KKR PEI HOLDINGS L.P.
whose registered office is at M&C Corporate Services Limited,Ugland House, P.O. Box 309GT, George Town, Grand Cayman (the “
(3) THE OTHER PERSONS
who are or become Limited Partners in the Partnership asprovided herein.
(A) This Agreement is entered into and adopted by the Partners in full replacement andsubstitution of the limited partnership agreement entered into by the parties with respect tothe Partnership dated 18 April 2006 (the “
”) in accordance with Article14 of the Original Agreement.(B) The Partnership has been registered with the Greffier under the Act.(C) The Partners desire to continue the Partnership as a limited partnership under the Act forthe purposes and upon the terms and conditions set forth herein.(D) The Partners have agreed to admit additional Limited Partners to the Partnership on theterms of this Agreement.
Now witnesseth that
In this Agreement, the following words and phrases have the following meanings:“
” means an Annual Accounting Period or a Quarterly AccountingPeriod;“
” means the Annual Accounts and the Quarterly Accounts;“
” means the Limited Partnerships (Guernsey) Law, 1995;
Annual Accounting Period
” means a period of 12 months ending on 31 December (orsuch other date as the General Partner may determine),
that the first AccountingPeriod of the Partnership shall commence on the date of the Original Agreement and shallend on 31 December 2006 (or such other date as the General Partner may determine);“
has the meaning given in Clause 11.2;“
” means all assets, whether tangible or intangible and whether real, personal ormixed, at any time owned by the Partnership, including cash and investments acquired bythe General Partner for the account of the Partnership in the course of carrying on theactivities of the Partnership, including the lending of money or the purchasing of shares,bonds, debentures, notes, warrants, options or other securities, instruments, rights or anyother assets of the Partnership (whether convertible or exchangeable or not);