CARLYLE GROUP MANAGEMENT L.L.C. AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of ________, 2012Limited Liability Company Agreement • February 14th, 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.
AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF [NAME OF PARTNERSHIP]Limited Partnership Agreement • February 14th, 2012 • Carlyle Group L.P. • Investment advice • Delaware
This AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (this “Agreement”) of [NAME OF PARTNERSHIP], a Delaware limited partnership (the “Partnership”), is entered into by and among the Partners (as defined below) on [____], 2012, effective as of [____], 2012 (the “Effective Date”).
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 • February 14th, 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.
TC GROUP, L.L.C., as Issuer and Guarantor TC GROUP CAYMAN, L.P., as Issuer and Guarantor TC GROUP INVESTMENT HOLDINGS, L.P., as Issuer and Guarantor TC GROUP CAYMAN INVESTMENT HOLDINGS, L.P., as Issuer and Guarantor TCG HOLDINGS, L.L.C., as Partner...Note and Unit Subscription Agreement • February 14th, 2012 • Carlyle Group L.P. • Investment advice • New York
NOTE AND UNIT SUBSCRIPTION AGREEMENT, dated as of December 16, 2010, by and among TC Group, L.L.C., a Delaware limited liability company, TC Group Cayman, L.P., a Cayman Islands exempted limited partnership, TC Group Investment Holdings, L.P., a Delaware limited partnership, TC Group Cayman Investment Holdings, L.P., a Cayman Island exempted limited partnership (collectively, and together with each of their successors and assigns, the “Carlyle Parent Entities”), Fortieth Investment Company L.L.C., a United Arab Emirates limited liability company registered in the Emirate of Abu Dhabi (the “Initial Note Holder”), each of MDC/TCP Investments (Cayman) I, Ltd., a Cayman Islands exempted company, MDC/TCP Investments (Cayman) II, Ltd., a Cayman Islands exempted company, MDC/TCP Investments (Cayman) III, Ltd., a Cayman Islands exempted company, MDC/TCP Investments (Cayman) IV, Ltd., a Cayman Islands exempted company, MDC/TCP Investments (Cayman) V, Ltd., a Cayman Islands exempted company, MDC
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 14th, 2012 • Carlyle Group L.P. • Investment advice
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into by and between Employer and Employee on the Effective Date. Capitalized terms used in this Agreement but not otherwise defined have the meanings given to such terms in the Appendix of Key Terms, which is attached to and considered a part of this Agreement for all purposes.
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 • February 14th, 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:
