AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF THE CARLYLE GROUP L.P.Carlyle Group L.P. • May 8th, 2012 • Investment advice • Delaware
This AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF THE CARLYLE GROUP L.P. dated as of May 8, 2012, is entered into by and among Carlyle Group Management L.L.C., a Delaware limited liability company, as the General Partner, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF CARLYLE HOLDINGS I L.P. Dated as of May 2, 2012Limited Partnership Agreement • May 8th, 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 2nd day of May, 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.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 8th, 2012 • Carlyle Group L.P. • Investment advice • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 8, 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.
REGISTRATION RIGHTS AGREEMENT OF THE CARLYLE GROUP L.P. Dated as of May 8, 2012Registration Rights Agreement • May 8th, 2012 • Carlyle Group L.P. • Investment advice • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made and entered into as of May 8, 2012, by and among The Carlyle Group L.P., a Delaware limited partnership (together with any successors thereto, the “Partnership”), TCG Carlyle Global Partners L.L.C., a Delaware limited liability company (together with any successor thereto, “TCG Partners”), and the Covered Persons (defined below) from time to time party hereto.
TAX RECEIVABLE AGREEMENT dated as of May 2, 2012Tax Receivable Agreement • May 8th, 2012 • Carlyle Group L.P. • Investment advice • Delaware
This TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of May 2, 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.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 8th, 2012 • Carlyle Group L.P. • Investment advice • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 8, 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).
EXCHANGE AGREEMENTExchange Agreement • May 8th, 2012 • Carlyle Group L.P. • Investment advice • Delaware
EXCHANGE AGREEMENT (the “Agreement”), dated as of May 2, 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.
