Oaktree Capital Group, LLC Sample Contracts

JOINT FILING AGREEMENT
Joint Filing Agreement • February 14th, 2023 • Oaktree Capital Group, LLC • Investment advice

Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned acknowledges and agrees that the foregoing statement on this Schedule 13G/A is filed on behalf of the undersigned and that all subsequent amendments to this statement on Schedule 13G/A shall be filed on behalf of the undersigned without the necessity of filing additional joint acquisition statements. Each of the undersigned acknowledges that it shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

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Oaktree Capital Group, LLC Series A Preferred Units Representing Limited Liability Company Interests Underwriting Agreement
Underwriting Agreement • May 11th, 2018 • Oaktree Capital Group, LLC • Investment advice • New York

Oaktree Capital Group, LLC, a Delaware limited liability company (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Morgan Stanley & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, UBS Securities LLC and Wells Fargo Securities, LLC are acting as representatives (collectively, the “Representatives”), an aggregate of 7,200,000 of its 6.625% Series A Preferred Units (the “Firm Units”) representing limited liability company interests of the Company,

OAKTREE FUND GP I, L.P. SEVENTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT
Limited Partnership Agreement • March 21st, 2023 • Oaktree Capital Group, LLC • Investment advice • Delaware

LIMITED PARTNER INTERESTS IN OAKTREE FUND GP I, L.P., A DELAWARE LIMITED PARTNERSHIP, HAVE NOT BEEN REGISTERED WITH OR QUALIFIED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES REGULATORY AUTHORITY OR ANY OTHER REGULATORY AUTHORITY OF ANY JURISDICTION. SUCH LIMITED PARTNER INTERESTS ARE BEING SOLD IN RELIANCE UPON EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS. SUCH LIMITED PARTNER INTERESTS CANNOT BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF, IN EACH CASE, EXCEPT IN COMPLIANCE WITH THE RESTRICTIONS ON TRANSFERABILITY CONTAINED IN THIS AGREEMENT AND THE SECURITIES LAWS OF ALL APPLICABLE JURISDICTIONS, INCLUDING APPLICABLE U.S. FEDERAL AND STATE SECURITIES LAWS.

FIFTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • December 18th, 2019 • Oaktree Capital Group, LLC • Investment advice • New York

This FIFTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of December 13, 2019 is entered into by and among OAKTREE CAPITAL MANAGEMENT, L.P., a Delaware limited partnership, OAKTREE CAPITAL II, L.P., a Delaware limited partnership, OAKTREE AIF INVESTMENTS, L.P., a Delaware limited partnership, OAKTREE CAPITAL I, L.P., a Delaware limited partnership (each a “Borrower” and collectively, the “Borrowers”); the Lenders (as defined in the Credit Agreement referred to below); and WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”). Capitalized terms used and not otherwise defined in this Amendment shall have the same meanings in this Amendment as set forth in the Credit Agreement.

FORM OF NOTE] OAKTREE CAPITAL MANAGEMENT, L.P.
Oaktree Capital Group, LLC • November 17th, 2017 • Investment advice

This Note is one of a series of Senior Notes (herein called the “Notes”) issued pursuant to the Note and Guaranty Agreement, dated as of November 16, 2017 (as from time to time amended, the “Note and Guaranty Agreement”), among the Company, Oaktree Capital I, L.P., a Delaware limited partnership, Oaktree Capital II, L.P., a Delaware limited partnership, and Oaktree AIF Investments, L.P., a Delaware limited partnership, and the respective Purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in Section 21 of the Note and Guaranty Agreement and (ii) made the representation set forth in Section 6.2 of the Note and Guaranty Agreement. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Note and Guaranty Agreement.

CERTAIN IDENTIFIED INFORMATION MARKED BY [***] HAS BEEN OMITTED FROM THIS EXHIBIT PURSUANT TO ITEM 601(A)(5) OF REGULATION S-K SECOND AMENDMENT AND JOINDER TO NOTE PURCHASE AGREEMENT
Note Purchase Agreement • March 21st, 2024 • Brookfield Oaktree Holdings, LLC • Investment advice • New York

This SECOND AMENDMENT AND JOINDER TO NOTE PURCHASE AGREEMENT (“Amendment”) is entered into as of April 7, 2023 by and among (i) Oaktree Capital Management, L.P., a Delaware limited partnership (the “Company”); (ii) Oaktree Capital I, L.P., a Delaware limited partnership (“Oaktree Capital I”); (iii) Oaktree Capital II, L.P., a Delaware series limited partnership (including each series thereof, “Oaktree Capital II”); (iv) Oaktree AIF Investments, L.P., a Delaware limited partnership (“Oaktree AIF”); (v) Oaktree Capital Management (Cayman), L.P., a Cayman Islands exempted limited partnership acting through its general partner, Oaktree Holdings, Ltd., a Cayman Islands exempted company (“Oaktree Cayman”, and collectively with the Company, Oaktree Capital I, Oaktree Capital II and Oaktree AIF, the “Obligors”); and (vi) the undersigned holders (the “Holders”) of the Notes (as hereinafter defined) party hereto. Unless otherwise defined or amended herein, capitalized terms used in this Amendmen

CERTAIN IDENTIFIED INFORMATION MARKED BY [***] HAS BEEN OMITTED FROM THIS EXHIBIT PURSUANT TO ITEM 601(A)(5) OF REGULATION S-K AMENDMENT AND JOINDER TO NOTE PURCHASE AGREEMENT
Note Purchase Agreement • May 15th, 2023 • Oaktree Capital Group, LLC • Investment advice • New York

This AMENDMENT AND JOINDER TO NOTE PURCHASE AGREEMENT (“Amendment”) is entered into as of April 7, 2023 by and among (i) Oaktree Capital I, L.P., a Delaware limited partnership (the “Company”); (ii) Oaktree Capital Management, L.P., a Delaware limited partnership (“OCM”); (iii) Oaktree Capital II, L.P., a Delaware series limited partnership (including each series thereof, “Oaktree Capital II”); (iv) Oaktree AIF Investments, L.P., a Delaware limited partnership (“Oaktree AIF”); (v) Oaktree Capital Management (Cayman), L.P., a Cayman Islands exempted limited partnership acting through its general partner, Oaktree Holdings, Ltd., a Cayman Islands exempted company (“Oaktree Cayman”, and collectively with the Company, OCM, Oaktree Capital II and Oaktree AIF, the “Obligors”); and (vi) the undersigned holders (the “Holders”) of the Notes (as hereinafter defined) party hereto. Unless otherwise defined or amended herein, capitalized terms used in this Amendment shall have the meanings assigned

Form of Series C Note Oaktree Capital I, L.P.
Oaktree Capital Group, LLC • April 5th, 2022 • Investment advice

This Note is one of a series of Senior Notes (herein called the “Notes”) issued pursuant to the Note and Guaranty Agreement, dated as of March 30, 2022 (as from time to time amended, the “Note and Guaranty Agreement”), among the Company, Oaktree Capital Management, L.P., a Delaware limited partnership, Oaktree Capital II, L.P., a Delaware limited partnership, and Oaktree AIF Investments, L.P., a Delaware limited partnership, and the respective Purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, to have (i) agreed to the transfer restrictions set forth in Section 14.2 of the Note and Guaranty Agreement and the confidentiality provisions set forth in Section 21 of the Note and Guaranty Agreement and (ii) made the representations set forth in Section 6 of the Note and Guaranty Agreement, to the extent applicable. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meaning

Form of Note Oaktree Capital Management, L.P.
Oaktree Capital Group, LLC • November 8th, 2021 • Investment advice

This Note is one of a series of Senior Notes (herein called the “Notes”) issued pursuant to the Note and Guaranty Agreement, dated as of November 4, 2021 (as from time to time amended, the “Note and Guaranty Agreement”), among the Company, Oaktree Capital I, L.P., a Delaware limited partnership, Oaktree Capital II, L.P., a Delaware limited partnership, and Oaktree AIF Investments, L.P., a Delaware limited partnership, and the respective Purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, to have (i) agreed to the transfer restrictions set forth in Section 14.2 of the Note and Guaranty Agreement and the confidentiality provisions set forth in Section 21 of the Note and Guaranty Agreement and (ii) made the representations set forth in Section 6 of the Note and Guaranty Agreement, to the extent applicable. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascri

SIXTH AMENDED AND RESTATED OPERATING AGREEMENT OF OAKTREE CAPITAL GROUP, LLC Dated as of March 20, 2023
Operating Agreement • April 13th, 2023 • Oaktree Capital Group, LLC • Investment advice • Delaware
ASSUMPTION AND GUARANTY AGREEMENT
Assumption and Guaranty Agreement • August 1st, 2011 • Oaktree Capital Group, LLC • Investment advice • New York

This ASSUMPTION AND GUARANTY AGREEMENT (this “Assumption and Guaranty”), dated as of May 25, 2007, is made by Oaktree Capital I, L.P., a Delaware limited partnership (the “Guarantor”), and Oaktree Capital II, L.P., a Delaware limited partnership and Oaktree Media Investments, L.P., a Delaware limited partnership, (together, the “Co-Obligors”) in favor of each of the holders of a Note (each “Note Holder”).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • October 20th, 2011 • Oaktree Capital Group, LLC • Investment advice • Delaware

This Indemnification Agreement (the “Agreement”) is made as of by and between Oaktree Capital Management, L.P., a Delaware limited partnership (the “Company”), and (the “Indemnitee”).

FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 31st, 2023 • Oaktree Capital Group, LLC • Investment advice

THIS FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this “Amendment”) is made as of March 28, 2023, between Battalion Oil Corporation (formerly known as Halcón Resources Corporation), a Delaware corporation (the “Company”), and each of the parties identified on the signatures pages hereto.

OAKTREE CAPITAL MANAGEMENT, LLC $50,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF 5.82% SENIOR NOTES DUE NOVEMBER 8, 2016 NOTE PURCHASE AGREEMENT Dated as of November 8, 2006
Note Purchase Agreement • August 1st, 2011 • Oaktree Capital Group, LLC • Investment advice • New York

The undersigned, Oaktree Capital Management, LLC, a California limited liability company (the “Company”), hereby agrees with you as follows:

Amended & Restated Services AgreementOaktree Capital Management, L.P.andOaktree Capital Management (UK) LLP 1 June 2022
Services Agreement • August 12th, 2022 • Oaktree Capital Group, LLC • Investment advice • England and Wales
THIRD AMENDED AND RESTATED GRANT AGREEMENT UNDER THE OAKTREE CAPITAL GROUP, LLC
Grant Agreement • February 23rd, 2018 • Oaktree Capital Group, LLC • Investment advice • Delaware

Effective as of December 2, 2014 (the “Grant Date”), OAKTREE CAPITAL GROUP HOLDINGS, L.P., a Delaware limited partnership (the “Partnership”), OAKTREE CAPITAL GROUP HOLDINGS GP, LLC, a Delaware limited liability company (in its capacity as the general partner of the Partnership, the “General Partner”), and Jay S. Wintrob, an individual (“Executive”) entered into a GRANT AGREEMENT (the “Original Grant Agreement”), which was amended and restated as of (i) February 24, 2015 (the “First A&R Grant Agreement”), and (ii) as of April 26, 2017 (the “Second A&R Grant Agreement”), and is hereby being amended and restated as of February 20, 2018 (such Second A&R Grant Agreement, as amended and restated herein, and as may be amended, modified, supplemented or restated from time to time, this “Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Fifth Amended and Restated Limited Partnership Agreement of the Partnership, made and entere

OAKTREE CAPITAL GROUP, LLC OAKTREE CAPITAL MANAGEMENT, L.P.
Oaktree Capital Group, LLC • March 21st, 2023 • Investment advice • California

On October 6, 2014, you entered into an agreement with Oaktree Capital Group, LLC, a Delaware limited liability company (“OCG”) and Oaktree Capital Management, L.P., a Delaware limited partnership (the “Company”) setting out the terms and conditions of your employment by the Company as the Chief Executive Officer of the Company and OCG (the “Original Employment Agreement”). The Original Employment Agreement was amended and restated February 24, 2015 (the “2015 A&R Employment Agreement”), the 2015 A&R Employment Agreement was amended and restated April 26, 2017 (the “2017 A&R Employment Agreement”), the 2017 A&R Employment Agreement was amended and restated February 25, 2020 (the “Third A&R Employment Agreement”), and OCG, the Company and you have agreed to further amend and restate the Third A&R Employment Agreement, as reflected herein (this “Agreement”). This Agreement is based on your providing, and continuing to provide, the services described below on a full-time basis.

PURCHASE AGREEMENT AMONG BATTALION OIL CORPORATION AND THE PURCHASERS PARTY HERETO
Purchase Agreement • March 31st, 2023 • Oaktree Capital Group, LLC • Investment advice • Delaware

This PURCHASE AGREEMENT, dated as of March 28, 2023 (this “Agreement”), is entered into by and among Battalion Oil Corporation, a Delaware corporation (“BATL”), and each of the purchasers set forth on Schedule A hereto (the “Purchasers”).

AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF Oaktree Capital II, L.P. Dated as of May 25, 2007
Limited Partnership Agreement • August 1st, 2011 • Oaktree Capital Group, LLC • Investment advice • Delaware

This AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (this “Agreement”) of Oaktree Capital II, L.P. (the “Partnership”) is made as of the 25th day of May, 2007, by and among Oaktree Holdings, Inc., a corporation formed under the laws of the State of Delaware, as general partner, and the Limited Partners (as defined herein) of the Partnership.

OAKTREE FUND GP II, L.P. FIFTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT
Limited Partnership Agreement • August 1st, 2011 • Oaktree Capital Group, LLC • Investment advice • Delaware

This FIFTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (as may be amended, modified, supplemented or restated from time to time, this “Agreement”) of OAKTREE FUND GP II, L.P., a Delaware limited partnership (the “Partnership”), is made and entered into as of July 28, 2011 (the “Effective Date”), by and among Oaktree Capital II, L.P., a Delaware limited partnership, as general partner of the Partnership (in its capacity as such, the “General Partner”), and each Person listed as a limited partner of the Partnership on the Register (as defined below) (each such Person, in its, his or her capacity as a limited partner of the Partnership, a “Limited Partner”), for the purpose of amending and restating that certain Fourth Amended and Restated Limited Partnership Agreement of the Partnership (the “Prior LPA”), dated as of December 14, 2010.

RESTRICTED UNIT AWARD AGREEMENT UNDER THE OAKTREE CAPITAL GROUP, LLC 2011 EQUITY INCENTIVE PLAN
Restricted Unit Award Agreement • February 22nd, 2019 • Oaktree Capital Group, LLC • Investment advice • Delaware

This RESTRICTED UNIT AWARD AGREEMENT (as may be amended, modified, supplemented or restated from time to time, this “Agreement”) is effective as of [ ] (the “Effective Date”), by and between OAKTREE CAPITAL GROUP, LLC, a Delaware limited liability company (the “Company”), and you (the “Participant”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Oaktree Capital Group, LLC Amended and Restated 2011 Equity Incentive Plan (as amended, modified, supplemented or restated from time to time, the “Plan”) and the Third Amended and Restated Operating Agreement of the Company, dated as of August 31, 2011 (as amended, modified, supplemented or restated from time to time, the “Operating Agreement”), as applicable. This Agreement shall be deemed executed, accepted and agreed to by all parties hereto upon the Participant’s acceptance of this Agreement by clicking on the “Accept” button related to this Award in the Oaktree equity portal establi

Oaktree Letterhead]
Letter Agreement • March 30th, 2012 • Oaktree Capital Group, LLC • Investment advice • California
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SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT
Limited Partnership Agreement • November 2nd, 2018 • Oaktree Capital Group, LLC • Investment advice • Delaware

This SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT of Oaktree Capital I, L.P. (the “Partnership”) is made as of the 17th day of May, 2018, by and among OCM Holdings I, LLC, a limited liability company formed under the laws of the State of Delaware, as general partner, and the Limited Partners (as defined herein) of the Partnership.

THIRD AMENDED AND RESTATED OPERATING AGREEMENT OF OAKTREE CAPITAL GROUP, LLC Dated as of August 31, 2011
Operating Agreement • September 2nd, 2011 • Oaktree Capital Group, LLC • Investment advice • Delaware

This THIRD AMENDED AND RESTATED OPERATING AGREEMENT OF OAKTREE CAPITAL GROUP, LLC, is dated as of August 31, 2011. Capitalized terms used herein without definition shall have the respective meanings ascribed thereto in Section 1.1.

FIFTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF Oaktree Capital I, L.P. Dated as of March 20, 2023
Limited Partnership Agreement • April 13th, 2023 • Oaktree Capital Group, LLC • Investment advice • Delaware

This FIFTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (this “Agreement”) of Oaktree Capital I, L.P., a Delaware limited partnership (the “Partnership”), is dated as of the 20th day of March 2023 (the “Effective Date”), by and among OCM Holdings I, LLC, a Delaware limited liability company (“OCM GP”), as the sole general partner of the Partnership (the “General Partner”), and the limited partners of the Partnership (in their capacity as such, the “Limited Partners”).

FOURTH AMENDED AND RESTATED OPERATING AGREEMENT OF OAKTREE CAPITAL GROUP, LLC Dated as of May 17, 2018
Operating Agreement • November 2nd, 2018 • Oaktree Capital Group, LLC • Investment advice • Delaware
CERTAIN IDENTIFIED INFORMATION MARKED BY [***] HAS BEEN OMITTED FROM THIS EXHIBIT PURSUANT TO ITEM 601(A)(5) OF REGULATION S-K SECOND AMENDMENT AND JOINDER TO NOTE PURCHASE AGREEMENT
Note Purchase Agreement • May 15th, 2023 • Oaktree Capital Group, LLC • Investment advice • New York

This SECOND AMENDMENT AND JOINDER TO NOTE PURCHASE AGREEMENT (“Amendment”) is entered into as of April 7, 2023 by and among (i) Oaktree Capital Management, L.P., a Delaware limited partnership (the “Company”); (ii) Oaktree Capital I, L.P., a Delaware limited partnership (“Oaktree Capital I”); (iii) Oaktree Capital II, L.P., a Delaware series limited partnership (including each series thereof, “Oaktree Capital II”); (iv) Oaktree AIF Investments, L.P., a Delaware limited partnership (“Oaktree AIF”); (v) Oaktree Capital Management (Cayman), L.P., a Cayman Islands exempted limited partnership acting through its general partner, Oaktree Holdings, Ltd., a Cayman Islands exempted company (“Oaktree Cayman”, and collectively with the Company, Oaktree Capital I, Oaktree Capital II and Oaktree AIF, the “Obligors”); and (vi) the undersigned holders (the “Holders”) of the Notes (as hereinafter defined) party hereto. Unless otherwise defined or amended herein, capitalized terms used in this Amendmen

Indenture Dated as of November 24, 2009 Among OAKTREE CAPITAL MANAGEMENT, L.P., As Issuer OAKTREE CAPITAL GROUP HOLDINGS, L.P. OAKTREE CAPITAL GROUP, LLC OAKTREE CAPITAL I, L.P. OAKTREE CAPITAL II, L.P. OAKTREE AIF INVESTMENTS, L.P., As Initial...
Indenture • August 1st, 2011 • Oaktree Capital Group, LLC • Investment advice • New York

INDENTURE, dated as of November 24, 2009, among OAKTREE CAPITAL MANAGEMENT, L.P., a limited partnership duly organized and existing under the laws of the State of Delaware (herein called the “Company”), having its principal office at 333 South Grand Avenue, 28th Floor, Los Angeles, California 90071, the Guarantors (as defined below), and Wells Fargo Bank, National Association, a national banking association duly organized and existing under the laws of the United States of America, as trustee (herein called the “Trustee”).

CERTAIN IDENTIFIED INFORMATION MARKED BY [***] HAS BEEN OMITTED FROM THIS EXHIBIT PURSUANT TO ITEM 601(A)(5) OF REGULATION S-K AMENDMENT AND JOINDER TO NOTE PURCHASE AGREEMENT
Note Purchase Agreement • March 21st, 2024 • Brookfield Oaktree Holdings, LLC • Investment advice • New York

This AMENDMENT AND JOINDER TO NOTE PURCHASE AGREEMENT (“Amendment”) is entered into as of April 7, 2023 by and among (i) Oaktree Capital Management, L.P., a Delaware limited partnership (the “Company”); (ii) Oaktree Capital I, L.P., a Delaware limited partnership (“Oaktree Capital I”); (iii) Oaktree Capital II, L.P., a Delaware series limited partnership (including each series thereof, “Oaktree Capital II”); (iv) Oaktree AIF Investments, L.P., a Delaware limited partnership (“Oaktree AIF”); (v) Oaktree Capital Management (Cayman), L.P., a Cayman Islands exempted limited partnership acting through its general partner, Oaktree Holdings, Ltd., a Cayman Islands exempted company (“Oaktree Cayman”, and collectively with the Company, Oaktree Capital I, Oaktree Capital II and Oaktree AIF, the “Obligors”); and (vi) the undersigned holders (the “Holders”) of the Notes (as hereinafter defined) party hereto. Unless otherwise defined or amended herein, capitalized terms used in this Amendment shall

JOINT FILING AGREEMENT
Joint Filing Agreement • February 14th, 2023 • Oaktree Capital Group, LLC • Investment advice

Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned acknowledges and agrees that the foregoing statement on this Schedule 13G/A is filed on behalf of the undersigned and that all subsequent amendments to this statement on Schedule 13G/A shall be filed on behalf of the undersigned without the necessity of filing additional joint acquisition statements. Each of the undersigned acknowledges that it shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

OAKTREE CAPITAL MANAGEMENT, L.P. OAKTREE CAPITAL I, L.P. OAKTREE CAPITAL II, L.P. OAKTREE AIF INVESTMENTS, L.P. $250,000,000 3.78% Senior Notes due December 18, 2032 NOTE AND GUARANTY AGREEMENT Dated as of November 16, 2017
Note and Guaranty Agreement • November 17th, 2017 • Oaktree Capital Group, LLC • Investment advice • New York

OAKTREE CAPITAL MANAGEMENT, L.P., a Delaware limited partnership (together with any successor thereto that becomes a party hereto pursuant to Section 10.2, the “Company”), OAKTREE CAPITAL I, L.P., a Delaware limited partnership (together with any successor thereto that becomes a party hereto pursuant to Section 10.2, “Oaktree Capital I”), OAKTREE CAPITAL II, L.P., a Delaware limited partnership (together with any successor thereto that becomes a party hereto pursuant to Section 10.2, “Oaktree Capital II”), and OAKTREE AIF INVESTMENTS, L.P., a Delaware limited partnership (together with any successor thereto that becomes a party hereto pursuant to Section 10.2, “Oaktree AIF”; and together with the Company, Oaktree Capital I, Oaktree Capital II and any other Affiliate that becomes a guarantor pursuant to Section 9.7, collectively, the “Obligors”, and, individually, an “Obligor”), jointly and severally agree with each of the Purchasers as follows:

SECOND AMENDED AND RESTATED TAX RECEIVABLE AGREEMENT
Tax Receivable Agreement • March 30th, 2012 • Oaktree Capital Group, LLC • Investment advice • Delaware

This SECOND AMENDED AND RESTATED TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of March 29, 2012, is hereby entered into by and among Oaktree Holdings, Inc., a Delaware corporation (“Holdings Inc.”), Oaktree AIF Holdings, Inc. (f/k/a Oaktree Media Holdings, Inc.), a Delaware corporation (“AIF Holdings Inc.”) (each a “Corporation” and collectively, the “Corporations”), Oaktree Capital II, L.P., a Delaware limited partnership (“Oaktree Capital II”), Oaktree Capital Management, L.P., a Delaware limited partnership (“OCM”), Oaktree Investment Holdings, L.P. a Delaware limited partnership (“Investment Holdings”), Oaktree AIF Investments, L.P. (f/k/a Oaktree Media Investments, L.P.), a Delaware limited partnership (“Oaktree AIF”), the entities set forth on the signature pages hereto (together with all other Persons (as defined herein) in which the Corporations acquire a partnership interest, limited liability company interest or similar interest after th

OAKTREE CAPITAL MANAGEMENT, LLC $50,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF 6.09% SENIOR NOTES DUE JUNE 6, 2016 NOTE PURCHASE AGREEMENT Dated as of June 6, 2006
Note Purchase Agreement • August 1st, 2011 • Oaktree Capital Group, LLC • Investment advice • New York

The undersigned, Oaktree Capital Management, LLC, a California limited liability company (the “Company”), hereby agrees with you as follows:

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