EX-10.1





 Exhibit 10.1 

EXECUTION VERSION 
 Oaktree
Capital Group Holdings, L.P. 
 333 Grand Avenue, 28th Floor 

Los Angeles, CA 90071 

March 13, 2019 
 Oaktree Capital Group LLC

 333 Grand Avenue, 28th Floor 

Los Angeles, CA 90071 
 RE: Reimbursement of Termination Fee

 Reference is made to that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, supplemented or modified
from time to time, the “Merger Agreement”), by and among Oaktree Capital Group LLC, a Delaware limited liability company (the “Company”), Oslo Holdings LLC, a Delaware limited liability company
(“SellerCo”), Oslo Holdings Merger Sub LLC, a Delaware limited liability company (“Seller MergerCo”), Brookfield Asset Management Inc., a corporation incorporated under the laws of the Province of Ontario
(“Parent”), and Berlin Merger Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of Parent (“Merger Sub”), pursuant to which, and subject to the terms and conditions thereof, among other
things, (i) Merger Sub will merge with and into the Company, with the Company continuing as the surviving company and (ii) SellerCo will merge with and into Seller MergerCo, with Seller MergerCo continuing as the surviving company.
Capitalized terms used but not otherwise defined in this letter agreement (the “Letter Agreement”) shall have the meanings given to such terms in the Merger Agreement. 

WHEREAS, pursuant to Sections 11.04(b) of the Merger Agreement, the Company is required to pay to Parent the Termination Fee in the event that
the Merger Agreement is terminated under certain circumstances specified therein; 
 WHEREAS, pursuant to Section 11.04(c) of the
Merger Agreement, if the Company fails promptly to pay the Termination Fee when due in accordance with Section 11.04(b) of the Merger Agreement, the Company is also required to pay to Parent any costs and expenses incurred by Parent in
connection with a legal action to enforce the Merger Agreement that results in a judgment against the Company, together with interest on the amount of any unpaid fee, cost or expense at a rate of five percent (5%) per annum (such costs and expenses,
the “Additional Termination Costs”); 
 WHEREAS, Oaktree Capital Group Holdings, L.P. (“Oaktree
Partnership”) is the record and beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of 13,000 Class A Units of the Company and 85,398,460 Class B Units of the Company; and

 WHEREAS, on the terms and subject to the conditions set forth in this Letter Agreement, Oaktree Partnership agrees to reimburse the
Company, or to cause one or more Subsidiaries of the Company that is part of the Oaktree Operating Group (as defined in the Operating Agreement) (each such Subsidiary, an “Oaktree OpCo” and collectively, the “Oaktree
OpCos”) to reimburse the Company, as applicable, for the Termination Fee, any Additional Termination Costs and any Willful Breach Damages (as defined below). 












 In consideration of the mutual agreements, provisions and covenants contained in this Letter
Agreement and the Merger Agreement, Howard Marks, Bruce Karsh (each, a “Founder”), Oaktree Partnership and the Company hereby agrees as follows: 

1.    Reimbursement by Oaktree OpCos. Subject to Section 2 below, if the Company is required
to pay to Parent the Termination Fee pursuant to Section 11.04(b)(i) of the Merger Agreement, then Oaktree Partnership and the Company shall take all necessary action to cause the Oaktree OpCos to bear the cost of the Termination Fee (and any
Additional Termination Costs or Willful Breach Damages associated therewith) and to pay to the Company by wire transfer of immediately available funds: (a) no later than 12:00 p.m. Eastern time on the Business Day on which the Company shall be
obligated to pay the Termination Fee to Parent pursuant to and in accordance with the terms of the Merger Agreement, an amount equal to the Termination Fee; (b) within three Business Days of receiving from the Company a request therefor, an
amount equal to the aggregate amount of Additional Termination Costs set forth in such request; and (c) within three Business Days of receiving from the Company a request therefor, an amount equal to the aggregate amount of any liabilities or
damages for which the Company becomes liable in accordance with Section 10.02 and Section 11.04(d) of the Merger Agreement in the case of the termination of the Merger Agreement pursuant to Section 10.01(c) thereof resulting from a
Willful Breach by the Company (such liabilities or damages contemplated by this clause (c), the “Willful Breach Damages”). Upon receipt by the Company of the amount described in clause (a) of the immediately preceding sentence,
the Company shall immediately pay the Termination Fee to Parent. The obligations to pay the amounts contemplated by the first sentence of this Section 1 shall be allocated among the Oaktree OpCos in a manner mutually agreed
to by Oaktree Partnership and the Company. 
 2.    Reimbursement by Founders. Notwithstanding anything to the
contrary in Section 1, if the Company is required to pay to Parent the Termination Fee pursuant to Section 11.04(b)(i)(A) of the Merger Agreement as a result of the termination of the Merger Agreement pursuant to Section 10.01(c)(iii)
thereof at a time when (i) Parent was not eligible to terminate the Merger Agreement pursuant to Section 10.01(c)(i) or (ii) Parent was eligible to terminate the Merger Agreement pursuant to Section 10.01(c)(i) as a result of a
breach of the Merger Agreement, in whole or in part, by, or at the direction of, the Founders), then each Founder shall pay to the Company, by wire transfer of immediately available funds, no later than 12:00 p.m. Eastern time on the Business
Day on which the Company shall be obligated to pay the Termination Fee to Parent pursuant to and in accordance with the terms of the Merger Agreement, an amount equal to $112,500,000. The amounts payable pursuant to this
Section 2 shall reduce the amounts payable by the Oaktree OpCos pursuant to Section 1 on a dollar-for-dollar basis.
The obligations of the Founders pursuant to this Letter Agreement shall be several and not joint. 

3.    Acknowledgments. Each of the Company and Oaktree Partnership acknowledges that the agreements contained in
this Letter Agreement are an integral part of the transactions contemplated by the Merger Agreement and that, without these agreements, the Company would not enter into the Merger Agreement. Each of the Company and Oaktree Partnership acknowledges
and agrees that alternative arrangements for the payment of the Termination Fee, the Additional Termination Costs and Willful Breach Damages to Parent may be made, including the direct payment of such amounts by the Oaktree OpCos, so long as the
economic effect of Sections 1 and 2 are preserved. 

  
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 4.    Entire Agreement. This Letter Agreement, the Merger
Agreement and the Support Agreement constitute the entire agreement and understanding between Oaktree Partnership and the Company with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings relating to
such subject matter. Neither party hereto shall be liable or bound to the other party hereto in any manner by any representations, warranties or covenants relating to such subject matter except as specifically set forth herein and therein. 

5.    Notices. All notices, requests and other communications to any party hereunder shall be in writing and shall
be given by hand delivery, delivery with signature required by a reputable express mail provider, certified mail (return receipt requested) or by e-mail of a PDF document, addressed as follows: 

if to the Company, to: 
 Oaktree
Capital Group, LLC 
 333 Grand Avenue, 28th Floor 

Los Angeles, CA 90071 
 Attention:
Todd Molz, General Counsel and Chief Administrative Officer 
 Email: tmolz@oaktreecapital.com 

with a copy, which shall not constitute notice, to: 

Simpson Thacher & Bartlett LLP 

425 Lexington Avenue 
 New York,
New York 10017 
 Attention: Elizabeth A. Cooper, Benjamin P. Schaye, Thomas A. Wuchenich 

Email: ecooper@stblaw.com 

ben.schaye@stblaw.com 

twuchenich@stblaw.com 
 if to
Oaktree Partnership, to: 
 Oaktree Capital Group Holdings, L.P. 

333 Grand Avenue, 28th Floor 

Los Angeles, CA 90071 
 Attention:
Todd Molz, General Counsel and Chief Administrative Officer 
 Email: tmolz@oaktreecapital.com 

with a copy, which shall not constitute notice, to: 

Simpson Thacher & Bartlett LLP 

425 Lexington Avenue 
 New York,
New York 10017 
 Attention: Elizabeth A. Cooper, Benjamin P. Schaye, Thomas A. Wuchenich 

Email: ecooper@stblaw.com 

ben.schaye@stblaw.com 

twuchenich@stblaw.com 

  
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 or to such other address as such party may hereafter specify for the purpose by notice to the other Parties.
All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 8:00 p.m. on a Business Day in the place of receipt. Otherwise, any such notice, request or
communication shall be deemed to have been received on the next succeeding Business Day in the place of receipt. 

6.    Amendment. This Agreement may not be amended, modified or supplemented in any manner, whether by course of
conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each of the parties hereto. Any provision of this Agreement may be waived if, but only if, such waiver is in writing and is
signed by the party against whom the waiver is to be effective. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any
other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by Applicable Law 

7.    Binding Effect; Assignment. The provisions of this Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors and assigns. No provision of this Letter Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties and
their respective successors and assigns. No party hereto may assign, delegate or otherwise transfer any of its rights or obligations under this Letter Agreement without the consent of the other party hereto. Any purported assignment, delegation or
other transfer without such consent shall be null and void ab initio. 
 8.    Incorporation by Reference.
Sections 11.07 through 11.10 and Section 11.12 of the Merger Agreement are incorporated by reference into this Letter Agreement, mutatis mutandis, as if such sections were restated in full, with each reference to “this
Agreement” in such Sections of the Merger Agreement being deemed a reference to this Letter Agreement and each reference to “Party” or “Parties” in such Sections of the Merger Agreement being deemed a reference to Oaktree
Partnership or the Company, as applicable. 
 9.    Effect on the Merger Agreement. Except to the extent
expressly modified in this Letter Agreement, all of the terms, covenants and other provisions of the Merger Agreement shall continue to be in full force and effect in accordance with their respective terms. In the event of any conflict or
inconsistency between the terms of this Letter Agreement, on the one hand, and the terms of the Merger Agreement, on the other hand, the terms of this Letter Agreement will control as between Oaktree Partnership and the Company with respect to the
subject matter hereof. 
 [Signature Page Follows] 

  
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 IN WITNESS WHEREOF, the parties hereto have executed this Letter Agreement as of the date
first written above. 
  

					
	OAKTREE PARTNERSHIP:
	
	OAKTREE CAPITAL GROUP HOLDINGS, L.P.
		
	By:	 	 OAKTREE CAPITAL GROUP HOLDINGS

GP, LLC, its General Partner

			
		 	By:	 	 /s/ Jay Wintrob

		 		 	Name:  Jay Wintrob
		 		 	Title:    Chief Executive Officer
			
		 	By:	 	 /s/ Todd Molz

		 		 	Name:  Todd Molz
		 		 	Title:    General Counsel and Chief              Administrative Officer
	
	Acknowledged and agreed:
	
	COMPANY:
	
	OAKTREE CAPITAL GROUP, LLC
			
		 	By:	 	 /s/ Jay Wintrob

		 		 	Name:  Jay Wintrob
		 		 	Title:    Chief Executive Officer
			
		 	By:	 	 /s/ Todd Molz

		 		 	Name:  Todd Molz
		 		 	Title:    General Counsel and Chief              Administrative Officer
	
	FOUNDERS:
		
		 	 /s/ Howard Marks

		 	Howard Marks
		
		 	 /s/ Bruce Karsh

		 	Bruce Karsh


 [Signature Page
to the Reimbursement of Termination Fee]