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EFTA01382751

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S-I/A Table of Contra& offering and we estimate the termination fee we will owe to KKR will be approximately $78 million. The Management Agreement also contains customary exculpation and indemnification provisions in favor of KKR. During 2012, 2013, 2014 and the six months ended June 30, 2015, we paid $20 million. $20 million, $20 million and $10 million, respectively, of management fees to KKR. Relationship with KKR Capital Markets In 2012, KKR Capital Markets LLC, an affiliate of KKR. acted as an anrangcr and bookrunner for various financing transactions under the existing credit agreements, and as an initial purchaser of certain existing notes issued by the Company. and received underwriter and transaction fees totaling $8 million. In 2013, KKR Capital Markets LLC acted as an arranger and bookrunner for various financing transactions under the existing credit agreements, and as an initial purchaser of certain existing notes issued by the Company. and received underwriter and transaction fees totaling $10 million. In 2014, KKR Capital Markets LLC acted as an arranger and bookrunner for various financing transactions under the existing credit agreements. and received underwriter and transaction fees totaling $4 million. KKR Capital Markets LLC also acted as a placement agent in the private placement of shares of Holdings' Class B common stock, and received $41 million for such services. In 2015. KKR Capital Markets LLC acted as an arranger and bookrunner for a financing transaction under the existing credit agreement. and as an initial purchaser of certain existing notes issued by the Company. and received fees totaling $2 million. Mr. Nuttall, a member of our Board and a Member of KKR, has been a registered representative with FINRA and an associated person of KKR Capital Markets LLC since 2011. Mr. Nuttall also serves as a director on the board of KKR Capital Markets LLC. Relationship with KKR Credit Since 2012, investment funds or accounts ma

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