Carlyle Partnership Agreement

In addition, the social contracts of the Carlyle Holdings partnerships provide for cash distributions, which we call tax distributions, to the partners of these partnerships if our 100% subsidiaries, which are the complements of the Carlyle Holdings partnerships, find that the taxable income of the company concerned generates taxable income for its partners. Generally speaking, these distributions are calculated on the basis of our estimate of the net taxable income of the company concerned, which belongs to a partner, multiplied by an assumed tax rate corresponding to the highest effective effective tax rate of U.S. income tax imposed on a person or company established in New York, in New York (taking into account the non-deduction of certain A`s) 1999, the European Union`s Committee on Administration and Policy received the request of the Carlyle Holdings partnerships will only make tax distributions as time may be taken. The holder is an economic holder of a common unit who is a citizen or resident of the United States for the purposes of United States federal income tax (1); (2) a business (or any other business treated as a business for U.S. federal income tax purposes) founded or organized in or under the laws of the United States, a state, or the District of Columbia; (3) an estate whose income is subject to U.S. state income tax, regardless of its source, or (4) a trust subject to either the primary authority of a U.S. court that empowers one or more U.S. persons to control all essential decisions of the trust, or (B) has a valid election in accordance with applicable financial rules; to be treated as a person in the United States. A non-U.S. licensee is an incumbent (with the exception of a partnership) that is not a U.S. licensee.

Subject to the discussions presented in the following paragraph, a company will be treated as a partnership for the United States. Federal income tax is not a taxable unit and does not create a U.S. federal income tax. Instead, each partner is required to consider its attributable share of the partnership`s income, profit, loss, and deduction items in calculating its U.S. federal tax debt, whether or not cash distributions are made. Investors in our joint units will be the limited partners of The Carlyle Group L.P. Cash distributions through a partnership to a partner are generally not taxable unless the cash amount distributed to a partner exceeds the partner`s adjusted base in its partnership share. Where the partnership or subsidiary is or is subject to federal, state or local laws or regulations which, in determining our complement, present, at its discretion, a significant risk of erasure or forfeiture of ownership in which the partnership or subsidiary has an interest by reason of nationality, nationality or other related limited partner status: we may redeem the joint shares held by that limited partner at their current market price. In order to avoid cancellation or cancellation, our supplement may require any commander to offer information about their nationality, citizenship or status.

If, within 30 days of receipt of a request for information, a commander does not provide information on his or her nationality, nationality or any other associated status, or if our supplement, with the advice of the lawyer, finds, after receiving the information, that the commander is not a lawful citizen, the commander may be treated as a non-citizen-assignee. A non-citizen assignee does not have the right to direct the voting of his common units and cannot receive distributions in kind during our liquidation, but is entitled to the cash equivalent. .



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