exv10w25






Exhibit 10.25



INDEMNIFICATION AGREEMENT



This Indemnification Agreement is dated as of           , 2012 (this “Agreement”) and
is by and among Carlyle Group Management L.L.C.., a Delaware limited liability company (the
“Company”), The Carlyle Group L.P., a Delaware limited partnership (the
“Partnership”), Carlyle Holdings I L.P. a Delaware limited partnership (“Holdings
I”), Carlyle Holdings II L.P., a Québec sociéte en commandite (“Holdings II”) and
Carlyle Holdings III L.P., a Québec sociéte en commandite (“Holdings III” and together with
Holdings I and Holdings II, the “Carlyle Holdings partnerships”, the Carlyle Holdings
partnerships together with the Company, the Partnership, the “Indemnitors”), and the
Indemnitee named on the signature page hereto (“Indemnitee”).



Background




It is contemplated that the Partnership will conduct an initial public offering of common
units representing limited partner interests in the Partnership and that the Company will act as
the general partner of the Partnership.



The Company believes that, in order to attract and retain highly competent persons to serve as
directors or in other capacities, including as officers, it must provide such persons with adequate
protection through indemnification against the risks of claims and actions against them arising out
of their services to and activities on behalf of the Indemnitors and their subsidiaries and
affiliates.



The Company desires and has requested Indemnitee to serve as a director and/or in another
capacity, including as a director, officer, employee or agent of any of the other Indemnitors or
their affiliates, and, in order to induce the Indemnitee to so serve, the Indemnitors are willing
to grant the Indemnitee the indemnification provided for herein. Indemnitee is willing to so serve
on the basis that such indemnification be provided.



The parties by this Agreement desire to set forth their agreement regarding indemnification
and the advancement of expenses.



In consideration of the mutual covenants and agreements set forth below, and for other good
and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties
hereto, intending to be legally bound, hereby agree as follows:



Section 1. Indemnification.



To the fullest extent permitted by applicable law, including Section 18-108 of the Delaware
Limited Liability Company Act (as it may be amended, the “DLLCA”), Section 17-108 of the
Delaware Revised Uniform Limited Partnership Act (as it may be amended, the “DRULPA”)
Section 17-108, and Civil Code and An Act respecting the legal publicity of enterprises
(Québec), R.S.QW.C. P-44.1, as they may be amended from time to time, and the laws of Québec
applicable to partnerships (collectively, “Québec Partnership Law”):



(a) The Indemnitors shall, jointly and severally, indemnify Indemnitee if Indemnitee was or is
made or is threatened to be made a party to, or is otherwise involved in, as a witness or
otherwise, any threatened, pending or completed action, suit or proceeding (brought by or in the
right of the Company, the Partnership , the Carlyle Holdings partnerships or otherwise), whether
civil, criminal, administrative, regulatory, legislative or investigative and whether formal or
informal, including any appeal therefrom, (i) by reason of the fact that Indemnitee is or was or
has agreed to serve as a director, officer, employee or agent of any of the Indemnitors or their
affiliates, or by reason of any action alleged to have been taken or omitted to be taken by
Indemnitee in such capacity, or (ii) by reason of the fact that Indemnitee is or was serving or has
agreed to serve at the request of any Indemnitor or any of their affiliates as a director, officer,
employee or agent (which, for






 









 







purposes hereof, shall include a trustee, fiduciary, partner or manager or similar capacity) of
another corporation, limited liability company, partnership, joint venture, trust, employee benefit
plan or other enterprise (each such entity, a “Primary Obligor”) or by reason of any action
alleged to have been taken or omitted to be taken by Indemnitee in such capacity. The
indemnification of an Indemnitee of the type identified in clause
(i) of this Section 1(a) shall, to the extent not in conflict
with such policy, be
secondary to any and all payment to which such person is entitled from any
relevant insurance policy issued to or for the benefit of any Indemnitor or Indemnitee. The
indemnification of an Indemnitee of the type identified in clause (ii) of this Section 1(a) shall
be secondary to any and all indemnification to which such person is entitled from (x) the relevant
Primary Obligor (including any payment made to such person under any insurance policy issued to or
for the benefit of such Primary Obligor or the Indemnitee), and (y) the relevant Fund (if
applicable) (including any payment made to such person under any insurance policy issued to or for
the benefit of such Fund or the Indemnitee) (clauses (x) and (y) together, the “Primary
Indemnification”), and will only be paid to the extent the Primary Indemnification is not paid
and/or does not provide coverage (e.g., a self-insured retention amount under an insurance policy).
No such Primary Obligor or Fund shall be entitled to contribution or indemnification from or
subrogation against the Indemnitors. If, notwithstanding the foregoing, the Indemnitors make an
indemnification payment or advance expenses to such an Indemnitee, the Indemnitors shall be
subrogated to the rights of such Indemnitee against the relevant Primary Obligor or Fund (if
applicable) or under any insurance policy issued to or for the benefit of such Indemnitor, Primary
Obligor, Fund or the Indemnitee. “Fund” means any fund, investment vehicle or account whose
investments are managed or advised by the Indemnitors (if any) or their affiliates.




(b) The indemnification provided by this Section 1 shall be from and against all loss and
liability suffered and expenses (including attorneys’ fees), judgments, fines, penalties, interest
and amounts paid in settlement actually and reasonably incurred by or on behalf of Indemnitee in
connection with any such action, suit or proceeding, including any appeals.




Section 2. Advance Payment of Expenses. To the fullest extent permitted by applicable
law, including Section 18-108 of the DLLCA, Section 17-108 of the DRULPA and Québec
Partnership Law, expenses (including attorneys’ fees) incurred by Indemnitee in appearing at,
participating in or defending any action, suit or proceeding or in connection with an enforcement
action as contemplated by Section 3(e), shall be paid by the Indemnitors in advance of the final
disposition of such action, suit or proceeding within 30 days after receipt by the Indemnitors of a
statement or statements from Indemnitee requesting such advance or advances from time to time
(which shall include invoices received by the Indemnitee in connection with such expenses, but in
the case of invoices for legal services, any references to legal work performed or to expenditures
made that would cause Indemnitee to waive any privilege accorded by applicable law or court rules
may be omitted), whether prior to or after final disposition of any action, suit or proceeding.
The Indemnitee hereby undertakes to repay any amounts advanced (without interest) to the extent
that it is ultimately determined that Indemnitee is not entitled under this Agreement to be
indemnified by the Indemnitors in respect thereof, it being understood that Indemnitee may make any
such payment in cash, through the delivery of equity interests in any of the Indemnitors or their
affiliates (valued at fair value at the time of such delivery), or any combination thereof. Such
undertaking shall be unsecured and accepted without reference to the financial ability of the
Indemnitee to make repayment and without regard to Indemnitee’s ultimate entitlement to
indemnification under the other provisions of this Agreement. No other form of undertaking shall be
required of Indemnitee other than the execution of this Agreement. This Section 2 shall be subject
to Section 3(b) and shall not apply to any claim made by Indemnitee for which indemnity is excluded
pursuant to Section 6.



Section 3. Procedure for Indemnification; Notification and Defense of Claim.



(a)(i) Indemnitee shall notify the Indemnitors in writing of any matter with respect to which
Indemnitee intends to seek indemnification or advancement hereunder as soon as reasonably
practicable following receipt by Indemnitee of written notice thereof or Indemnitee’s otherwise
becoming aware thereof. The written notification to Indemnitors shall include a description of the
nature of the action, suit or proceeding and the facts underlying such action, suit or proceeding,
in each case to the extent known by the Indemnitee. The failure to promptly notify the
Indemnitors of the commencement of the action, suit or proceeding, or of Indemnitee’s request for
indemnification, will not relieve the Indemnitors from any liability that they may have






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to Indemnitee hereunder, except to the extent the Indemnitors are materially prejudiced in their
defense of such action, suit or proceeding as a result of such failure.




(ii) To obtain indemnification under this Agreement, Indemnitee shall submit to the
Indemnitors a written request therefor including such documentation and information as is
reasonably available to Indemnitee and is reasonably necessary to enable the Indemnitors to
determine whether and to what extent Indemnitee is entitled to indemnification hereunder.




(b) With respect to any action, suit or proceeding of which the Indemnitors are so notified as
provided in this Agreement, the Indemnitors shall, subject to the last two sentences of this
paragraph, be entitled to assume the defense of such action, suit or proceeding, with counsel
reasonably acceptable to Indemnitee, upon the delivery to Indemnitee of written notice of their
election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the
retention of such counsel by the Indemnitors, the Indemnitors will not be liable to Indemnitee
under this Agreement for any subsequently-incurred fees of separate counsel engaged by Indemnitee
with respect to the same action, suit or proceeding unless the employment of separate counsel by
Indemnitee has been previously authorized in writing by the Indemnitors. Notwithstanding the
foregoing, if Indemnitee, based on the advice of his or her counsel, shall have reasonably
concluded (with written notice being given to the Indemnitors setting forth the basis for such
conclusion) that, in the conduct of any such defense, there is or is reasonably likely to be a
conflict of interest or position between the Indemnitors and Indemnitee with respect to a
significant issue, then the Indemnitors will not be entitled, without the written consent of
Indemnitee, to assume such defense. In addition, the Indemnitors will not be entitled, without the
written consent of Indemnitee, to assume the defense of any claim brought by or in the right of the
Company, the Partnership or the Carlyle Holdings partnerships.




(c) To the fullest extent permitted by applicable law, including Section 18-108 of the DLLCA,
Section 17-108 of the DRULPA and Québec Partnership Law, the Indemnitors’ assumption of
the defense of an action, suit or proceeding in accordance with paragraph 3(b) will constitute an
irrevocable acknowledgement by the Indemnitors that any loss and liability suffered by Indemnitee
and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement by or for
the account of Indemnitee incurred in connection therewith are indemnifiable by the Indemnitors
under Section 1 of this Agreement.




(d) The determination whether to grant Indemnitee’s indemnification request shall be made
promptly and in any event within 30 days following the Indemnitors’ receipt of a request for
indemnification in accordance with Section 3(a)(ii). If the Indemnitors determine that Indemnitee
is entitled to such indemnification or, as contemplated by paragraph 3(c) the Indemnitors have
acknowledged such entitlement, the Indemnitors will make payment to Indemnitee of the indemnifiable
amount within such 30 day period. If the Indemnitors are not deemed to have so acknowledged such
entitlement or the Indemnitors’ determination of whether to grant Indemnitee’s indemnification
request shall not have been made within such 30 day period, the requisite determination of
entitlement to indemnification shall, subject to Section 6, nonetheless be deemed to have been made
and Indemnitee shall be entitled to such indemnification, absent (i) a misstatement by Indemnitee
of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not
materially misleading, in connection with the request for indemnification, or (ii) a prohibition of
such indemnification under applicable law.




(e) In the event that (i) the Indemnitors determine in accordance with this Section 3 that
Indemnitee is not entitled to indemnification under this Agreement, (ii) the Indemnitors deny a
request for indemnification, in whole or in part, or fail to respond or make a determination of
entitlement to indemnification within 30 days following receipt of a request for indemnification as
described above, (iii) payment of indemnification is not made within such 30 day period, (iv)
advancement of expenses is not timely made in accordance with Section 2, or (v) the Indemnitors or
any other person takes or threatens to take any action to declare this Agreement void or
unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to
recover from, the Indemnitee the benefits provided or intended to be provided to Indemnitee
hereunder, Indemnitee shall be entitled to an adjudication in any court of competent jurisdiction
of his or her entitlement to such indemnification or advancement of expenses. Indemnitee’s
expenses (including attorneys’






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fees) incurred in connection with determining Indemnitee’s right to indemnification or advancement
of expenses, in whole or in part, in any such proceeding or otherwise shall also be indemnified by
the Indemnitors to the fullest extent permitted by applicable law (whether such efforts are
successful or unsuccessful).




(f) Indemnitee shall be presumed to be entitled to indemnification and advancement of expenses
under this Agreement upon submission of a request therefor in accordance with Section 2 or Section
3 of this Agreement, as the case may be. The Indemnitors shall have the burden of proof in
overcoming such presumption, and such presumption shall be used as a basis for a determination of
entitlement to indemnification and advancement of expenses unless the Indemnitors overcome such
presumption by clear and convincing evidence. No determination by the Indemnitors (including by
directors or any independent counsel) that the Indemnitee has not satisfied any applicable standard
of conduct shall be a defense to any claim by the Indemnitee for indemnification or reimbursement
or advance payment of expenses by the Indemnitors hereunder or create a presumption that the
Indemnitee has not met any applicable standard of conduct. The termination of any
proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the Indemnitee did not act in good
faith and in a manner which the Indemnitee reasonably believed to be in, or not opposed to, the
best interests of the Indemnitors, and, with respect to any criminal proceeding, had reasonable
cause to believe that his conduct was unlawful. If Indemnitee is entitled under any provision of
this Agreement to indemnification by the Indemnitors for some portion of expenses, judgments,
fines, penalties, interest and amounts paid in settlement, but not the total amount thereof, the
Indemnitors shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is
entitled.




Section 4. Insurance and Subrogation.



(a) The Indemnitors may purchase or otherwise obtain coverage under a policy or policies of
insurance, providing Indemnitee with coverage, subject to the terms and conditions of such policy
or policies, for any liability asserted against, and incurred by, Indemnitee or on Indemnitee’s
behalf by reason of the fact that Indemnitee is or was or has agreed to serve as a director,
officer, employee or agent of any of the Indemnitors or their affiliates, or is or was serving or
has agreed to serve at the request of an Indemnitor or its affiliates as a director, officer,
employee or agent (which, for purposes hereof, shall include a trustee, fiduciary, partner or
manager or similar capacity) of another corporation, limited liability company, partnership, joint
venture, trust, employee benefit plan or other enterprise, or arising out of Indemnitee’s status as
such, whether or not the Indemnitors would have the power to indemnify Indemnitee against such
liability under the provisions of this Agreement. If the Indemnitors have such insurance in effect
at the time the Indemnitors receive from Indemnitee any notice of any matter with respect to which
Indemnitee intends to seek indemnification or advancement hereunder, the Indemnitors shall give
prompt notice thereof to the insurers in accordance with the procedures set forth in the policy or
policies. The Indemnitors shall thereafter take all necessary or desirable action to cause such
insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such proceeding in
accordance with the terms of such policy or policies.




(b) In the event of any payment by the Indemnitors under this Agreement the Indemnitors shall
be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with
respect to any insurance policy. Indemnitee shall execute all papers required and take all action
necessary to secure such rights, including execution of such documents as are necessary to enable
the Indemnitors to bring suit to enforce such rights in accordance with the terms of such insurance
policy. The Indemnitors shall, jointly and severally, pay or reimburse all expenses actually and
reasonably incurred by Indemnitee in connection with such subrogation.




(c) The Indemnitors shall not be liable under this Agreement to make any payment of amounts
otherwise indemnifiable hereunder (including, but not limited to, judgments, fines and amounts paid
in settlement, and excise taxes with respect to an employee benefit plan or penalties) if and to
the extent that Indemnitee has otherwise actually received such payment under this Agreement or any
insurance policy, contract, agreement or otherwise.




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Section 5. Certain Definitions. For purposes of this Agreement, the following
definitions shall apply:



(a) The term “action, suit or proceeding” shall be broadly construed and shall
include, without limitation, the investigation (formal or informal), preparation, prosecution,
defense, settlement, arbitration, mediation and appeal of, and the giving of testimony in, any
threatened, pending or completed investigation, audit, claim, action, suit, arbitration,
alternative dispute resolution mechanism, hearing or other proceeding, whether civil, criminal,
administrative, regulatory, legislative or investigative.




(b) The term “by reason of the fact that Indemnitee is or was or has agreed to serve as a
director, officer, employee or agent of the Company, or while serving as a director or officer of
the Company, is or was serving or has agreed to serve at the request of the Company as a director,
officer, employee or agent (which, for purposes hereof, shall include a trustee, partner or manager
or similar capacity) of another corporation, limited liability company, partnership, joint venture,
trust, employee benefit plan or other enterprise” shall be broadly construed and shall include,
without limitation, any actual or alleged act or omission to act. Without limiting the foregoing in
any way, a person who acted in good faith and in a manner such person reasonably believed to be in
the interests of the participants and beneficiaries of an employee benefit plan shall be deemed to
have acted in a manner not opposed to the best interests of the Partnership.




(c) The term “expenses” shall be broadly construed and shall include, without
limitation, all direct and indirect costs of any type or nature whatsoever (including, without
limitation, all attorneys’ fees, retainers, court costs, fees of experts and other professionals,
witness fees, travel expenses, duplicating, printing and binding costs, telephone charges, postage,
delivery service fees, facsimile transmission charges, secretarial services, any federal, state,
local or foreign taxes imposed on Indemnitee as a result of actual or deemed receipt of any
payments under this Agreement, appeal bonds, all other disbursements and other out-of-pocket costs
of the types customarily incurred in connection with, or as a result of, prosecuting, defending,
preparing to prosecute or defend, investigating, being or preparing to be a deponent or a witness,
or otherwise participating in any action, suit or proceeding and reasonable compensation for time
spent by Indemnitee for which Indemnitee is not otherwise compensated by the Indemnitors or any
third party), actually and reasonably incurred by Indemnitee in connection with either the
investigation, defense or appeal of an action, suit or proceeding or establishing or enforcing a
right to indemnification under this Agreement or otherwise incurred in connection with a claim that
is indemnifiable hereunder.




(d) The term “judgments, fines and amounts paid in settlement” shall be broadly
construed and shall include, without limitation, all direct and indirect payments of any type or
nature whatsoever (including, without limitation, all penalties and amounts required to be
forfeited or reimbursed to the Indemnitors), as well as any penalties or excise taxes assessed on a
person with respect to an employee benefit plan.




Section 6. Limitation on Indemnification. Notwithstanding any other provision herein
to the contrary, the Indemnitors shall not be obligated pursuant to this Agreement:



(a) Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee
with respect to any action, suit or proceeding (or part thereof) initiated by Indemnitee, except
with respect to any compulsory counterclaim brought by Indemnitee or an action, suit or proceeding
brought to establish or enforce a right to indemnification or advancement of expenses under this
Agreement (which shall be governed by the provisions of Section 6(b) of this Agreement), unless
such action, suit or proceeding (or part thereof) was authorized or consented to by the Board of
Directors of the Company.




(b) Section 16(b) Matters. To indemnify Indemnitee on account of any action, suit or
proceeding in which Indemnitee agrees to or is liable for disgorgement of profits made from the
purchase or sale by Indemnitee of securities pursuant to the provisions of Section 16(b) of the
Securities Exchange Act of 1934, as amended.







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(c) Bad Faith, Fraud or Willful Misconduct. To indemnify Indemnitee on account of
conduct by Indemnitee where such conduct has been determined by a final (not interlocutory)
judgment or other adjudication of a court or arbitrator or administrative body of competent
jurisdiction as to which there is no further right or option of appeal or the time within which an
appeal must be filed has expired without such filing to have been in bad faith or knowingly
fraudulent or to constitute willful misconduct.




Section 7. Certain Settlement Provisions. The Indemnitors shall have no obligation
to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action, suit
or proceeding without the Indemnitors’ prior written consent. The Indemnitors shall not settle any
action, suit or proceeding in any manner that would impose any fine or other obligation on
Indemnitee without Indemnitee’s prior written consent. Neither the Indemnitors nor Indemnitee will
unreasonably withhold his, her, its or their consent to any proposed settlement.



Section 8. Savings Clause. If any provision or provisions (or portion thereof) of this
Agreement shall be invalidated on any ground by any court of competent jurisdiction, then the
Indemnitors shall nevertheless indemnify Indemnitee if Indemnitee was or is made or is threatened
to be made a party or is otherwise involved in any threatened, pending or completed action, suit or
proceeding (brought by or in the right of the Company, the Partnership or otherwise), whether
civil, criminal, administrative, regulatory, legislative or investigative and whether formal or
informal, including appeals, by reason of the fact that Indemnitee is or was or has agreed to serve
as a director, officer, employee or agent of any of the Indemnitors or their agents, or is or was
serving or has agreed to serve at the request of any of the Indemnitors or their affiliates as a
director, officer, employee or agent (which, for purposes hereof, shall include a trustee, partner
or manager or similar capacity) of another corporation, limited liability company, partnership,
joint venture, trust, employee benefit plan or other enterprise, or by reason of any action alleged
to have been taken or omitted in such capacity, from and against all loss and liability suffered
and expenses (including attorneys’ fees), liabilities, judgments, fines and amounts paid in
settlement reasonably incurred by or on behalf of Indemnitee in connection with such action, suit
or proceeding, including any appeals, to the fullest extent permitted by any applicable portion of
this Agreement that shall not have been invalidated and to the fullest extent permitted by
applicable law.



Section 9. Contribution. In order to provide for just and equitable contribution in
circumstances in which the indemnification provided for herein is held by a court of competent
jurisdiction to be unavailable to Indemnitee in whole or in part, it is agreed that, in such event,
the Indemnitors shall, to the fullest extent permitted by applicable law, contribute to the payment
of all of Indemnitee’s loss and liability suffered and expenses (including attorneys’ fees),
liabilities, judgments, fines and amounts paid in settlement reasonably incurred by or on behalf of
Indemnitee in connection with any action, suit or proceeding, including any appeals, in an amount
that is just and equitable in the circumstances; provided, that, without limiting the generality of
the foregoing, such contribution shall not be required where such holding by the court is due to
any limitation on indemnification set forth in Section 6 or 7 hereof.



Section 10. Form and Delivery of Communications. All notices, requests, demands and
other communications under this Agreement shall be in writing and shall be deemed to have been
duly given if (a) delivered by hand, upon receipt by the party to whom said notice or other
communication shall have been directed, (b) mailed by certified or registered mail with postage
prepaid, on the third business day after the date on which it is so mailed, (c) mailed by
reputable overnight courier, one day after deposit with such courier and with written verification
of receipt, or (d) sent by email or facsimile transmission, with receipt of oral confirmation that
such transmission has been received. Notice to the Indemnitors shall be directed to: c/o The
Carlyle Group, 1001 Pennsylvania Avenue, N.W., Suite 220 South, Washington, D.C. 20004, Attention:
General Counsel, facsimile: (202) 729-5325. Notice to the Indemnitee shall be directed to the
Indemnitee as set forth on the signature page hereto.



Section 11. Nonexclusivity. The provisions for indemnification and advancement of
expenses set forth in this Agreement shall not be deemed exclusive of, a substitute for or in
abrogation of any other rights which Indemnitee may have under any provision of law, in any court
in which a proceeding is brought, the certificate of incorporation, bylaws, certificate of limited
partnership, partnership agreement, certificate of formation,



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limited liability company agreement, or comparable organizational documents of the Indemnitors,
other agreements or otherwise, and Indemnitee’s rights hereunder shall inure to the benefit of the
heirs, executors and administrators of Indemnitee. No amendment or alteration of the certificate
of incorporation, bylaws, certificate of limited partnership, partnership agreement, certificate of
formation, limited liability company agreement, or comparable organizational documents of the
Indemnitors or any other agreement shall adversely affect the rights provided to Indemnitee under
this Agreement.




Section 12. Enforcement. The Indemnitors shall be precluded from asserting in any
judicial proceeding that the procedures and presumptions of this Agreement are not valid, binding
and enforceable. Each of the Indemnitors agrees that its execution of this Agreement shall
constitute a stipulation by which it shall be irrevocably bound in any court of competent
jurisdiction in which a proceeding by Indemnitee for enforcement of his rights hereunder shall have
been commenced, continued or appealed, that its obligations set forth in this Agreement are unique
and special, and that failure of the Indemnitors to comply with the provisions of this Agreement
will cause irreparable and irremediable injury to Indemnitee, for which a remedy at law will be
inadequate. As a result, in addition to any other right or remedy Indemnitee may have at law or in
equity with respect to breach of this Agreement, Indemnitee shall be entitled to injunctive or
mandatory relief directing specific performance by the Indemnitors of their respective obligations
under this Agreement.



Section 13. No Construction as Employment Agreement. Nothing contained herein shall
be construed as giving Indemnitee any right to be retained as a director and/or officer of the
Company or in the employ of the Indemnitors. For the avoidance of doubt, the indemnification and
advancement of expenses provided under this Agreement shall continue as to the Indemnitee even
though he may have ceased to be a director, officer, employee or agent of the Company.



Section 14. Interpretation of Agreement. It is understood that the parties hereto
intend this Agreement to be interpreted and enforced so as to provide indemnification to Indemnitee
to the fullest extent now or hereafter permitted by applicable law.



Section 15. Entire Agreement. Subject to Section 11, this Agreement and the documents
expressly referred to herein constitute the entire agreement between the parties hereto with
respect to the matters covered hereby, and any other prior or contemporaneous oral or written
understandings or agreements with respect to the matters covered hereby are expressly superseded by
this Agreement.



Section 16. Modification and Waiver. No supplement, modification, waiver or amendment
of this Agreement shall be binding unless executed in writing by both of the parties hereto. No
waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of
any other provision hereof (whether or not similar) nor shall such waiver constitute a continuing
waiver. For the avoidance of doubt, this Agreement may not be terminated by the Indemnitors
without Indemnitee’s prior written consent.



Section 17. Successor and Assigns. All of the terms and provisions of this Agreement
shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto
and their respective successors, assigns, heirs, executors, administrators and legal
representatives. Each of the Indemnitors shall require and cause any direct or indirect successor
(whether by purchase, merger, consolidation or otherwise) to all or substantially all of the
business or assets of such Indemnitor, by written agreement in form and substance reasonably
satisfactory to Indemnitee, to expressly to assume and agree to perform this Agreement in the same
manner and to the same extent that the such Indemnitor would be required to perform if no such
succession had taken place.



Section 18. Service of Process and Venue. Each of the parties hereto hereby
irrevocably and unconditionally (i) agrees that any action or proceeding arising out of or in
connection with this Agreement may be brought in the Court of Chancery of the State of Delaware
(the “Delaware Court”), (ii) consents to submit to the non-exclusive jurisdiction of the Delaware
Court for purposes of any action or proceeding arising out of or in connection with this
Agreement, (iii) appoints, to the extent such Indemnitor is not otherwise subject to service of
process in the State of Delaware, irrevocably The Corporation Trust Company, 1209



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Orange Street, Wilmington, New Castle County, Delaware 19801 as its agent in the State of Delaware
for acceptance of legal process in connection with any such action or proceeding against such
Indemnitor with the same legal force and validity as if served upon such Indemnitor personally
within the State of Delaware, (iv) waives any objection to the laying of venue of any such action
or proceeding in the Delaware Court, and (v) waives, and agrees not to plead or to make, any claim
that any such action or proceeding brought in the Delaware Court has been brought in an improper
or inconvenient forum.




Section 19. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware. If a court of competent jurisdiction shall
make a final determination that the provisions of the law of any state other than Delaware govern
indemnification by the Indemnitors of Indemnitee, then the indemnification provided under this
Agreement shall in all instances be enforceable to the fullest extent permitted under such law,
notwithstanding any provision of this Agreement to the contrary.



Section 20. Counterparts. This Agreement may be executed in two or more counterparts,
each of which shall be deemed to be an original and all of which together shall be deemed to be one
and the same instrument, notwithstanding that both parties are not signatories to the original or
same counterpart.



Section 21. Headings and Section References. The section and subsection headings
contained in this Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement. Section references are to this Agreement unless
otherwise specified.








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This Indemnification Agreement has been duly executed and delivered to be effective as of the
date stated above.



	 	 	 	 	 	 	 	 	 

	 	 	CARLYLE GROUP MANAGEMENT L.L.C.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By
	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	Name:	 	 	 	 
	 	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	THE CARLYLE GROUP L.P.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By: Carlyle Group Management L.L.C., its general partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	Name:	 	 	 	 
	 	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	CARLYLE HOLDINGS I L.P.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By: Carlyle Holdings I GP Sub L.L.C., its general partner	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	By: Carlyle Holdings I GP Inc., its sole member	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	Name:	 	 	 	 
	 	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	CARLYLE HOLDINGS II L.P.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By: Carlyle Holdings II GP L.L.C., its general partner	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	By: The Carlyle Group L.P., its sole member	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 
	 	By: Carlyle Group Management L.L.C., its general partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	Name:	 	 	 	 
	 	 	Title:	 	 	 	 






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	 	 	CARLYLE HOLDINGS III L.P.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	By: Carlyle Holdings III GP Sub L.L.C., its general partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By: Carlyle Holdings III GP L.P., its sole member	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By: Carlyle Holdings III GP Management L.L.C., its general partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	By: The Carlyle Group L.P., its sole member	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 	By: Carlyle Group Management L.L.C., its general partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	By:
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 	 	 	 	 






10









 





	 	 	 	 	 	 	 	 	 	 	 

	 	 	INDEMNITEE:	 	 
	 
	 	 	 	 
	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	Email:	 	 	 	 
	 	 	Facsimile:	 	 	 	 
	 	 	Confirmation No.:	 	 	 	 






11