FORM OF AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF CARLYLE HOLDINGS I L.P. Dated as of _______, 2012Limited Partnership Agreement • April 16th, 2012 • Carlyle Group L.P. • Investment advice • Delaware
This AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (this “Agreement”) of Carlyle Holdings I L.P. (the “Partnership”) is made as of the ___ day of _______, 2012, by and among Carlyle Holdings I GP Sub L.L.C., 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.
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 16th, 2012 • Carlyle Group L.P. • Investment advice • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of ______, 2012 is by and among The Carlyle Group L.P., a Delaware limited partnership (the “Company”), and those holders of equity securities of the Company or of securities convertible or exchangeable into or exercisable for equity securities of the Company whose signatures appear on the signature pages hereto (the "Holders”). For the purposes of this Agreement, the term “Company” shall be deemed to include and refer to any successor in interest to the Company (whether by merger, conversion, recapitalization or otherwise), the equity securities of which are owned by the Holders in substantially the same proportion as the Holders owned equity interests in the Company.
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 16th, 2012 • Carlyle Group L.P. • Investment advice • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of _____, 2012, is by and among The Carlyle Group L.P., a Delaware limited partnership (the “Company”), and the investors whose signatures appear on the signature pages hereto (collectively, the “Investors” and each individually, an “Investor”). For purposes of this Agreement, the term “Company” shall be deemed to include and refer to any successor in interest to the Company (whether by merger, consolidation, conversion, recapitalization, restructuring, reorganization or otherwise).
FORM OF TAX RECEIVABLE AGREEMENT dated as ofTax Receivable Agreement • April 16th, 2012 • Carlyle Group L.P. • Investment advice • Delaware
This TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of _______, 2012, is hereby entered into by and among Carlyle Holdings I GP Inc., a Delaware corporation (together with any successors thereto, the “Corporate Taxpayer”), Carlyle Holdings I L.P., a Delaware limited partnership (together with any successors thereto “Carlyle Holdings I”), The Carlyle Group L.P., a Delaware limited partnership (together with any successors thereto, the “Parent”), each of the undersigned parties hereto identified as “Limited Partners”, all other Persons (as defined herein) who execute and deliver a joinder contemplated in Section 7.11.
THE CARLYLE GROUP L.P. UNDERWRITING AGREEMENT Common UnitsUnderwriting Agreement • April 16th, 2012 • Carlyle Group L.P. • Investment advice • New York
FORM OF EXCHANGE AGREEMENTExchange Agreement • April 16th, 2012 • Carlyle Group L.P. • Investment advice • Delaware
EXCHANGE AGREEMENT (the “Agreement”), dated as of _______, 2012, among Carlyle Group Management L.L.C., The Carlyle Group L.P., Carlyle Holdings I GP Inc., Carlyle Holdings I GP Sub L.L.C., Carlyle Holdings II GP L.L.C., Carlyle Holdings III GP L.P., Carlyle Holdings III GP Sub L.L.C., Carlyle Holdings I L.P., Carlyle Holdings II L.P., Carlyle Holdings III L.P., Carlyle Holdings II Sub L.L.C., and the Carlyle Holdings Limited Partners from time to time party hereto.
