CARLYLE FINANCE L.L.C. UNDERWRITING AGREEMENT $65,000,000 4.625% Subordinated Notes due 2061 June 4, 2021Underwriting Agreement • June 8th, 2021 • Carlyle Group Inc. • Investment advice • New York
Carlyle Finance L.L.C., a Delaware limited liability company (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule I hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), $65,000,000 aggregate principal amount of its 4.625% Subordinated Notes due 2061 (the “Notes”). The Notes are to be issued pursuant to the provisions of an indenture, dated as of May 11, 2021 (the “Base Indenture”), among the Company, the Guarantors (as defined below) and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee”), as supplemented by the first supplemental indenture thereto, dated as of May 11, 2021 (the “First Supplemental Indenture”), and as further supplemented by the second supplemental indenture thereto, dated as of June 8, 2021 (the “Second Supplemental Indenture” and, together with the Base Indenture and the First Supplemental Indenture, the “Indenture”) among the Company, the Guarantors and the Truste
SECOND SUPPLEMENTAL INDENTURESupplemental Indenture • June 8th, 2021 • Carlyle Group Inc. • Investment advice • New York
THIS SECOND SUPPLEMENTAL INDENTURE, effective as of June 8, 2021 (the “Second Supplemental Indenture”), among CARLYLE FINANCE L.L.C., a limited liability company duly organized and existing under the laws of the State of Delaware (the “Issuer”), THE CARLYLE GROUP INC., a corporation duly organized and existing under the laws of the State of Delaware (the “Corporation”), CARLYLE HOLDINGS I L.P., a Delaware limited partnership (“Carlyle Holdings I”), CARLYLE HOLDINGS II L.L.C., a Delaware limited liability company (“Carlyle Holdings II”), CARLYLE HOLDINGS III L.P., a Québec société en commandite duly organized and existing under the laws of Québec (“Carlyle Holdings III”), CG SUBSIDIARY HOLDINGS L.L.C., a Delaware limited liability company (“CG Subsidiary” and, together with the Corporation, Carlyle Holdings I, Carlyle Holdings II and Carlyle Holdings III, the “Guarantors”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a banking corporation duly organized and existing under the l
