CREDIT AGREEMENT dated as of January 7, 2011 among OAKTREE CAPITAL MANAGEMENT, L.P., OAKTREE CAPITAL II, L.P., OAKTREE AIF INVESTMENTS, L.P., OAKTREE CAPITAL I, L.P., The Lenders Party Hereto, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as...Credit Agreement • August 1st, 2011 • Oaktree Capital Group, LLC • Investment advice • New York
CREDIT AGREEMENT dated as of January 7, 2011 (as amended, restated, supplemented, or otherwise modified from time to time, this “Agreement”), 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 party hereto, and WELLS FARGO BANK, NATIONAL ASSOCIATION as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”), L/C Issuer and Swing Line Lender. WELLS FARGO SECURITIES, LLC (“Wells Fargo Securities”), MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED (“MLPF&S”) and HSBC SECURITIES (USA), INC. have each been given the titles of joint lead arranger and joint lead bookrunner in connection with this Agreement (in such capacity, collectively, the “Joint Lead Arrangers”) and Bank of America, N.A. (“Bank of A
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, 2006Note 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:
OAKTREE FUND GP II, L.P. FIFTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENTLimited 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.
ASSUMPTION AND GUARANTY AGREEMENTAssumption 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 AGREEMENTIndemnification Agreement • August 1st, 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”).
OCM PRINCIPAL OPPORTUNITIES FUND III GP, L.P. LIMITED PARTNERSHIP AGREEMENT Dated as of December 27, 2007Limited Partnership Agreement • August 1st, 2011 • Oaktree Capital Group, LLC • Investment advice
This LIMITED PARTNERSHIP AGREEMENT of OCM PRINCIPAL OPPORTUNITIES FUND III GP, L.P., a Delaware limited partnership (the “Partnership”), is made and entered into as of December 27, 2007, by and among Oaktree Fund GP I, L.P., as the general partner of the Partnership, and the persons listed in the Register (as the Register is amended from time to time) as limited partners of the Partnership. Capitalized terms used herein without definition have the meanings specified in Section 1.1.
AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF Oaktree Capital II, L.P. Dated as of May 25, 2007Limited 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.
OCM EUROPEAN PRINCIPAL OPPORTUNITIES FUND GP, L.P. SECOND AMENDED & RESTATED LIMITED PARTNERSHIP AGREEMENT Dated November 18, 2008Limited Partnership Agreement • August 1st, 2011 • Oaktree Capital Group, LLC • Investment advice
This SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT of OCM EUROPEAN PRINCIPAL OPPORTUNITIES FUND GP, L.P., a Cayman Islands exempted limited partnership (the “Partnership”), is made and entered into as a deed on November 18, 2008, by and among OCM European Principal Opportunities Fund GP Ltd., as the General Partner of the Partnership, and the persons listed in the Register as limited partners of the Partnership (as supplemented or amended from time to time) for the purpose of amending and restating the Amended and Restated Limited Partnership Agreement of the Partnership, dated March 3, 2006 (“Amended Agreement”). Capitalized terms used herein without definition have the meanings specified in Section 1.1. References herein to the Partnership shall, wherever the context requires, mean the General Partner acting in its capacity as such (and in its personal capacity) on behalf of the Partnership.
Oaktree Letterhead]Profit Sharing Arrangement • August 1st, 2011 • Oaktree Capital Group, LLC • Investment advice • California
FORM OF THIRD AMENDED AND RESTATED OPERATING AGREEMENT OF OAKTREE CAPITAL GROUP, LLC Dated as of , 2011Operating Agreement • August 1st, 2011 • Oaktree Capital Group, LLC • Investment advice • Delaware
This THIRD AMENDED AND RESTATED OPERATING AGREEMENT OF OAKTREE CAPITAL GROUP, LLC, is dated as of , 2011. Capitalized terms used herein without definition shall have the respective meanings ascribed thereto in Section 1.1.
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”).
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, 2006Note 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:
SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF Oaktree AIF Investments, L.P. Dated as of October 29, 2008Limited Partnership Agreement • August 1st, 2011 • Oaktree Capital Group, LLC • Investment advice • Delaware
This SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (this “Agreement”) of Oaktree AIF Investments, L.P. (the “Partnership”) is made as of the 29th day of October, 2008, by and among Oaktree AIF 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.
AMENDMENT AND WAIVER TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • August 1st, 2011 • Oaktree Capital Group, LLC • Investment advice • New York
This AMENDMENT AND WAIVER TO NOTE PURCHASE AGREEMENT (“Amendment”) is entered into as of May 16, 2007 by and among Oaktree Capital Management, LLC, a California limited liability company (“OCM”) and holders (“Holders”) of the Notes (as hereinafter defined) party hereto.
AMENDMENT NO. 2 AND WAIVER TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • August 1st, 2011 • Oaktree Capital Group, LLC • Investment advice • New York
This AMENDMENT NO. 2 AND WAIVER TO NOTE PURCHASE AGREEMENT (the “Amendment”) dated as of June 6, 2006 to that certain Note Purchase Agreement (as amended, the “Note Purchase Agreement”) dated as of June 14, 2004 between Oaktree Capital Management, LLC, a California limited liability company (the “Company”), and each of the purchasers listed on Schedule A thereto relating to the issuance and sale of $75,000,000 in aggregate principal amount of the Company’s 5.03% Senior Notes due June 14, 2014 (the “Notes”).
FORM OF NOTENote • August 1st, 2011 • Oaktree Capital Group, LLC • Investment advice
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF, EXCEPT FOR ANY SUCH DISPOSITION (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, OR (C) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.
FORM OF NOTENote • August 1st, 2011 • Oaktree Capital Group, LLC • Investment advice
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF, EXCEPT FOR ANY SUCH DISPOSITION (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, OR (C) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.
Oaktree Letterhead]Management Fee Sharing Arrangement • August 1st, 2011 • Oaktree Capital Group, LLC • Investment advice • California
AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • August 1st, 2011 • Oaktree Capital Group, LLC • Investment advice • New York
This AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT (the “Amendment”) dated as of March 15, 2006 to that certain Note Purchase Agreement (the “Note Purchase Agreement”) dated as of June 14, 2004 between Oaktree Capital Management, LLC, a California limited liability company (the “Company”), and each of the purchasers listed on Schedule A thereto relating to the issuance and sale of $75,000,000 in aggregate principal amount of the Company’s 5.03% Senior Notes due June 14, 2014 (the “Notes”).
SECOND AMENDMENT AND WAIVER TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • August 1st, 2011 • Oaktree Capital Group, LLC • Investment advice • New York
This SECOND AMENDMENT AND WAIVER TO NOTE PURCHASE AGREEMENT (“Waiver”) is entered into as of July 6, 2010 by and among Oaktree Capital Management, L.P., a Delaware limited partnership (“OCM”), Oaktree Capital I, L.P., a Delaware limited partnership (“Oaktree Capital I”), Oaktree Capital II, L.P., a Delaware limited partnership (“Oaktree Capital II”), Oaktree AIF Investments, L.P., a Delaware limited partnership formerly named Oaktree Media Investments. L.P. (“Oaktree AIF” and collectively with OCM, Oaktree Capital I and Oaktree Capital II, the “Company”), and the undersigned holders (the “Holders”) of the Notes (as hereinafter defined) party hereto.
FORM OF NOTE]Note • August 1st, 2011 • Oaktree Capital Group, LLC • Investment advice
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF, EXCEPT FOR ANY SUCH DISPOSITION (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, OR (C) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.
Oaktree Capital Management, L.P. Los Angeles, CA 90071 p 213 830-6300Compensation Arrangement • August 1st, 2011 • Oaktree Capital Group, LLC • Investment advice
This letter agreement (this “Agreement”) memorializes the compensation payable to you, beginning January 1, 2010, in connection with your employment by Oaktree Capital Management, L.P., a Delaware limited partnership (“Oaktree”). This Agreement is based on your providing, and continuing to provide, ongoing services satisfactory to Oaktree on a full-time basis. In exchange, Oaktree will provide you with the compensation as set forth below, subject to the terms and conditions of this Agreement.
AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF Oaktree Capital Management (Cayman), L.P. Dated as of May 25, 2007Limited Partnership Agreement • August 1st, 2011 • Oaktree Capital Group, LLC • Investment advice
This AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (this “Agreement”) of Oaktree Capital Management (Cayman), L.P. (the “Partnership”) is made as of the 25th day of May, 2007, by and among Oaktree Holdings, Ltd., a limited liability exempted company formed under the laws of the Cayman Islands, as general partner, and the Limited Partners (as defined herein) of the Partnership.
