CARLYLE GROUP MANAGEMENT L.L.C. AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of ________, 2012Limited Liability Company Agreement • March 15th, 2012 • Carlyle Group L.P. • Investment advice • Delaware
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of CARLYLE GROUP MANAGEMENT L.L.C. (the “Company”), dated as of __________, 2012, by and among the Members of the Company on the date hereof, and such other persons that are admitted to the Company as members of the Company after the date hereof in accordance herewith.
U.S.$1,250,000,000 SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of September 30, 2011 among TC GROUP INVESTMENT HOLDINGS, L.P. TC GROUP CAYMAN INVESTMENT HOLDINGS, L.P. TC GROUP CAYMAN, L.P. CARLYLE INVESTMENT MANAGEMENT L.L.C. as Borrowers...Credit Agreement • March 15th, 2012 • Carlyle Group L.P. • Investment advice • New York
SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of September 30, 2011, among TC GROUP INVESTMENT HOLDINGS, L.P., a Delaware limited partnership, TC GROUP CAYMAN INVESTMENT HOLDINGS, L.P., a Cayman Islands exempted limited partnership, TC GROUP CAYMAN, L.P., a Cayman Islands exempted limited partnership, and CARLYLE INVESTMENT MANAGEMENT L.L.C., a Delaware limited liablity company (individually, a “Borrower”, and collectively, the “Borrowers”), TC GROUP, L.L.C., a Delaware limited liability company (the “Parent Guarantor”, and together with the Borrowers, the “Obligors”), the LENDERS party hereto, and CITIBANK, N.A. (“Citibank”), as Administrative Agent and Collateral Agent.
NONCOMPETITION AGREEMENTNoncompetition Agreement • March 15th, 2012 • Carlyle Group L.P. • Investment advice • Delaware
This Amended and Restated Noncompetition Agreement, dated as of February 1, 2001 (“Agreement”), is made by and among TC Group, L.L.C., a Delaware limited liability company (“US Management Fee Entity”), TC Group Investment Holdings, L.P., a Delaware limited partnership (“US Carried Interest Entity”), TC Group Cayman, L.P., a Cayman Island exempted limited partnership (“International Management Fee Entity”) and TC Group Cayman Investment Holdings, L.P., a Cayman Island exempted limited partnership (“International Carried Interest Entity” and, together with US Carried Interest Entity, US Management Fee Entity and International Management Fee Entity, the “Carlyle Parent Entities”) and Daniel A. D’Aniello (the “Partner”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 15th, 2012 • Carlyle Group L.P. • Investment advice • Delaware
This Indemnification Agreement is dated as of , 2012 (this “Agreement”) and is by and among Carlyle Group Management L.L.C.., a Delaware limited liability company (the “Company”), The Carlyle Group L.P., a Delaware limited partnership (the “Partnership”), Carlyle Holdings I L.P. a Delaware limited partnership (“Holdings I”), Carlyle Holdings II L.P., a Québec sociéte en commandite (“Holdings II”) and Carlyle Holdings III L.P., a Québec sociéte en commandite (“Holdings III” and together with Holdings I and Holdings II, the “Carlyle Holdings partnerships”, the Carlyle Holdings partnerships together with the Company, the Partnership, the “Indemnitors”), and the Indemnitee named on the signature page hereto (“Indemnitee”).
NONCOMPETITION AGREEMENTNoncompetition Agreement • March 15th, 2012 • Carlyle Group L.P. • Investment advice • Delaware
This Amended and Restated Noncompetition Agreement, dated as of February 1, 2001 (“Agreement”), is made by and among TC Group, L.L.C., a Delaware limited liability company (“US Management Fee Entity”), TC Group Investment Holdings, L.P., a Delaware limited partnership (“US Carried Interest Entity”), TC Group Cayman, L.P., a Cayman Island exempted limited partnership (“International Management Fee Entity”) and TC Group Cayman Investment Holdings, L.P., a Cayman Island exempted limited partnership (“International Carried Interest Entity” and, together with US Carried Interest Entity, US Management Fee Entity and International Management Fee Entity, the “Carlyle Parent Entities”) and William E. Conway, Jr. (the “Partner”).
U.S.$1,250,000,000 CREDIT AGREEMENT dated as of December 13, 2011 among TC GROUP INVESTMENT HOLDINGS, L.P. TC GROUP CAYMAN INVESTMENT HOLDINGS, L.P. TC GROUP CAYMAN, L.P. CARLYLE INVESTMENT MANAGEMENT L.L.C. as Borrowers TC GROUP, L.L.C., as Parent...Credit Agreement • March 15th, 2012 • Carlyle Group L.P. • Investment advice • New York
The Initial Borrowers and TC Group, L.L.C. are parties to the Second Amended and Restated Credit Agreement dated as of September 30, 2011 (the “Existing Credit Agreement”) with several banks and other financial institutions or entities parties as lenders thereto and Citibank, N.A., as administrative agent and collateral agent. The parties to the Existing Credit Agreement have agreed to enter into this Agreement, effective upon the satisfaction of the conditions precedent set forth in Section 5.01, and with certain provisions, including the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder, effective as of the Initial Funding Date. Accordingly, the parties hereto agree as of the Effective Date as follows:
