First Supplemental Indenture dated as of January 18, 2013 among Carlyle Holdings



 Exhibit 4.2 

 
  

 
 FIRST SUPPLEMENTAL INDENTURE

 Dated as of January 18, 2013 
 Supplementing that Certain 
 INDENTURE 

Dated as of January 18, 2013 
  

 
 Among

 CARLYLE HOLDINGS FINANCE L.L.C., 
 THE GUARANTOR PARTIES HERETO 
 and 

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., 
 as Trustee 
  

 
 3 7/8% Senior Notes due 2023 
  

 
  







 TABLE OF CONTENTS 

 

					
	 	  	Page	 
		
	 ARTICLE I Issuance of Securities
	  	 	2	  
		
	 SECTION 1.1. Issuance of Notes; Principal Amount; Maturity; Title.
	  	 	2	  
	 SECTION 1.2. Interest.
	  	 	2	  
	 SECTION 1.3. Relationship with Base Indenture.
	  	 	3	  
		
	 ARTICLE II Definitions and Other Provisions of General Application
	  	 	3	  
		
	 SECTION 2.1. Definitions.
	  	 	3	  
		
	 ARTICLE III Security Forms
	  	 	8	  
		
	 SECTION 3.1. Form Generally.
	  	 	8	  
	 SECTION 3.2. Form of Note.
	  	 	9	  
		
	 ARTICLE IV Remedies
	  	 	17	  
		
	 SECTION 4.1. Events of Default.
	  	 	17	  
	 SECTION 4.2. Waiver of Past Defaults.
	  	 	17	  
		
	 ARTICLE V Redemption of Securities
	  	 	18	  
		
	 SECTION 5.1. Optional Redemption.
	  	 	18	  
		
	 ARTICLE VI Particular Covenants
	  	 	18	  
		
	 SECTION 6.1. Liens.
	  	 	18	  
	 SECTION 6.2. Obligation to Offer to Repurchase Upon a Change of Control Repurchase Event.
	  	 	19	  
	 SECTION 6.3. Financial Reports
	  	 	20	  
		
	 ARTICLE VII Supplemental Indentures
	  	 	21	  
		
	 SECTION 7.1. Supplemental Indentures without Consent of Holders of Notes.
	  	 	21	  
	 SECTION 7.2. Supplemental Indentures with Consent of Holders of Notes.
	  	 	21	  
		
	 ARTICLE VIII Defeasance
	  	 	23	  
		
	 SECTION 8.1. Covenant Defeasance.
	  	 	23	  
		
	 ARTICLE IX Miscellaneous
	  	 	23	  
		
	 SECTION 9.1. Execution as Supplemental Indenture.
	  	 	23	  


  
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	 SECTION 9.2. Not Responsible for Recitals or Issuance of Notes.
	  	 	23	  
	 SECTION 9.3. Separability Clause.
	  	 	24	  
	 SECTION 9.4. Successors and Assigns.
	  	 	24	  
	 SECTION 9.5. Execution and Counterparts.
	  	 	24	  


  
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 This First Supplemental Indenture, dated as of January 18, 2013 (the “First
Supplemental Indenture”), among Carlyle Holdings Finance L.L.C., a limited liability company duly organized and existing under the laws of the State of Delaware, having its principal office at 1001 Pennsylvania Avenue, NW, Washington,
District of Columbia 20004 (the “Company”), the Guarantors party hereto and The Bank of New York Mellon Trust Company, N.A., as Trustee under the Base Indenture (as hereinafter defined) and hereunder (the
“Trustee”), supplements that certain Indenture, dated as of January 18, 2013, among the Company, the Guarantors named therein and the Trustee (the “Base Indenture” and subject to Section 1.3 hereof,
together with this First Supplemental Indenture, the “Indenture”). 
 RECITALS OF THE COMPANY 

The Company and the Guarantors have heretofore executed and delivered to the Trustee the Base Indenture providing for the issuance from
time to time of one or more series of the Company’s senior unsecured debt securities (herein and in the Base Indenture called the “Securities”), the forms and terms of which are to be determined as set forth in Sections 201 and 301 of
the Base Indenture, and the Guarantees thereof by the Guarantors; and 
 Section 901 of the Base Indenture provides, among
other things, that the Company, the Guarantors and the Trustee may enter into indentures supplemental to the Base Indenture for, among other things, the purposes of (a) establishing the form or terms of Securities of any series as permitted by
Sections 201 and 301 of the Base Indenture and (b) adding to or changing any of the provisions to the Base Indenture in certain circumstances; 
 The Company desires to create a series of Securities designated as its
“3 7/8% Senior Notes due 2023” pursuant to the terms of this First Supplemental Indenture. 
 The Company has duly authorized the execution and delivery of this First Supplemental Indenture and the Notes to be issued from time to time, as provided for in the Indenture. 

Each Guarantor has duly authorized its Guarantee of the Notes and to provide therefor each Guarantor has duly authorized the execution
and delivery of this First Supplemental Indenture. 
 All things necessary have been done to make this First Supplemental
Indenture a valid and legally binding agreement of the Company, in accordance with its terms and to make the Notes, when executed by the Company and authenticated and delivered and under the Indenture and duly issued by the Company, the valid and
legally binding obligations of the Company. 
 All things necessary have been done to make the Guarantees, upon execution and
delivery of this First Supplemental Indenture, the valid and legally binding obligations of each Guarantor and to make this First Supplemental Indenture a valid and legally binding agreement of each Guarantor, in accordance with its terms.








 ARTICLE I 
 Issuance of Securities 
 SECTION 1.1. Issuance of Notes; Principal
Amount; Maturity; Title.  
 (1) On January 18, 2013, the Company shall issue and deliver to the Trustee, and the
Trustee shall authenticate, the Initial Notes substantially in the form set forth in Section 3.2 below, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by the Base
Indenture and this First Supplemental Indenture, and with such letters, numbers, or other marks of identification and such legends or endorsements placed thereon as may be required to comply with applicable tax laws or the rules of any securities
exchange or Depositary therefor or as may, consistently herewith, be determined by the Officer executing such Notes, as evidenced by the execution of such Notes. 
 (2) The Initial Notes to be issued pursuant to the Indenture shall be issued in the aggregate principal amount of $500,000,000 and shall mature on February 1, 2023 (the “Stated
Maturity”), unless the Notes are redeemed prior to that date as described in Section 5.1. The aggregate principal amount of Initial Notes Outstanding at any time may not exceed $500,000,000, except for Notes issued, authenticated and
delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes of the series pursuant to Sections 304, 305, 306, 906 or 1107 of the Base Indenture and except for any Notes which, pursuant to Section 303 of the Base
Indenture, are deemed never to have been authenticated and delivered. The Company may without the consent of the Holders, issue additional Notes hereunder as part of the same series and on the same terms and conditions (and having the same
Guarantors) and with the same CUSIP numbers as the Initial Notes, but may be offered at a different offering price or have a different issue date, initial interest accrual or initial interest payment date (“Additional Notes”);
provided that if any Additional Notes are issued at a price that causes such Additional Notes to have “original issue discount” within the meaning of Section 1273 of the United States Internal Revenue Code of 1986, as amended,
and regulations of the United States Department of Treasury thereunder (the “Code”), such Additional Notes may not have the same CUSIP number as the Initial Notes. 

(3) The Notes shall be issued only in fully registered form without coupons in minimum denominations of $2,000 and any integral multiple
of $1,000 in excess thereof. 
 (4) Pursuant to the terms hereof and Sections 201 and 301 of the Base
Indenture, the Company hereby creates a series of Securities designated as the “3 7/8% Senior Notes due 2023” of the Company (as amended or supplemented from time to time, that are issued under the
Indenture, including both the Initial Notes and the Additional Notes, if any, the “Notes”), which Notes shall be deemed “Securities” for all purposes under the Base Indenture. 

SECTION 1.2. Interest.  
 (1) Interest on a Note will accrue at the per annum rate of 3 7/8% (the “Note Interest Rate”), from and including the date specified on the face of such Note to, but
excluding, 

  
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the date on which the principal thereof is paid, deemed paid, or made available for payment and, in each case, will be paid on the basis of a 360-day year comprised of twelve 30-day months.

 (2) The Company shall pay interest on the Notes semi-annually in arrears on February 1 and August 1 of each year
(each, an “Interest Payment Date”), commencing August 1, 2013. 
 (3) Interest shall be paid on each
Interest Payment Date to the registered Holders of the Notes after the close of business on the Regular Record Date. 
 (4)
Amounts due on the Stated Maturity or earlier Redemption Date of the Notes will be payable at the Corporate Trust Office. The Company shall make payments of principal, premium, if any, and interest or the Repurchase Price in connection with a Change
of Control Repurchase Event in respect of the Notes in book-entry form to DTC in immediately available funds, while disbursement of such payments to owners of beneficial interests in Notes in book-entry form will be made in accordance with the
procedures of DTC and its participants in effect from time to time. The Company may at any time designate additional Paying Agents or rescind the designation of any Paying Agent or approve a change in the office through which any Paying Agent acts,
except that the Company shall be required to maintain a Paying Agent in each Place of Payment for the Notes. Neither the Company nor the Trustee shall impose any service charge for any transfer or exchange of a Note. However, the Company may require
Holders of the Notes to pay any taxes or other governmental charges in connection with a transfer or exchange of Notes. 
 (5)
If any Interest Payment Date, Stated Maturity, or earlier Redemption Date or Repurchase Price Payment Date falls on a day that is not a Business Day in The City of New York, the Company shall make the required payment of principal, premium, if any,
and/or interest or Repurchase Price in connection with a Change of Control Repurchase Event on the next succeeding Business Day as if it were made on the date payment was due, and no interest will accrue on the amount so payable for the period from
and after that Interest Payment Date, Stated Maturity or earlier Redemption Date or Repurchase Price Payment Date, as the case may be, to such next succeeding Business Day. 
 SECTION 1.3. Relationship with Base Indenture.  
 The terms and provisions
contained in the Base Indenture will constitute, and are hereby expressly made, a part of this First Supplemental Indenture. However, to the extent any provision of the Base Indenture conflicts with the express provisions of this First Supplemental
Indenture, the provisions of this First Supplemental Indenture will govern and be controlling. 
 ARTICLE II 

Definitions and Other Provisions of General Application 
 SECTION 2.1. Definitions. 
 For all purposes of this First Supplemental
Indenture (except as herein otherwise expressly provided or unless the context of this First Supplemental Indenture otherwise requires): 

  
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 (1) any reference to an “Article” or a “Section” refers to an Article or
a Section, as the case may be, of this First Supplemental Indenture; 
 (2) the words “herein,” “hereof” and
“hereunder” and other words of similar import refer to this First Supplemental Indenture as a whole and not to any particular Article, Section or other subdivision; 
 (3) “including” means including without limitation; 
 (4) unless
otherwise provided, references to agreements and other instruments shall be deemed to include all amendments and other modifications to such agreements and instruments, but only to the extent such amendments and other modifications are not
prohibited by the terms of this Indenture. 
 The terms defined in this Section 2.1 (except as herein otherwise expressly
provided or unless the context of this First Supplemental Indenture otherwise requires) for all purposes of this First Supplemental Indenture and of any indenture supplemental hereto have the respective meanings specified in this Section 2.1.
All other terms used in this First Supplemental Indenture that are defined in the Base Indenture, either directly or by reference therein (except as herein otherwise expressly provided or unless the context of this First Supplemental Indenture
otherwise requires), have the respective meanings assigned to such terms in the Base Indenture, as in force at the date of this First Supplemental Indenture as originally executed; provided that any term that is defined in both the Base
Indenture and this First Supplemental Indenture shall have the meaning assigned to such term in this First Supplemental Indenture. 
 “Additional Notes” has the meaning specified in Section 1.1(2). 
 “Applicable Procedures” means, with respect to any transfer or transaction involving a Global Security or beneficial interest therein, the rules and procedures of DTC, Euroclear and
Clearstream, in each case to the extent applicable to such transaction and as in effect from time to time. 
 “Below
Investment Grade Rating Event” means the rating on the Notes is lowered in respect of a Change of Control and the Notes are rated below Investment Grade by both Rating Agencies on any date from the date of the public notice of an
arrangement that could result in a Change of Control until the end of the 60-day period following public notice of the occurrence of a Change of Control (which period shall be extended until the ratings are announced if during such 60 day period the
rating of the Notes is under publicly announced consideration for possible downgrade by either of the Rating Agencies); provided that a Below Investment Grade Rating Event otherwise arising by virtue of a particular reduction in rating shall
not be deemed to have occurred in respect of a particular Change of Control (and thus shall not be deemed a Below Investment Grade Rating Event for purposes of the definition of Change of Control Repurchase Event hereunder) if the Rating Agencies
making the reduction in rating to which this definition would otherwise apply do not announce or publicly confirm or inform the Company in writing at its request that the reduction was the result, in whole or in part, of any event or circumstance
comprised of or arising as a result of, or in respect of, the applicable 

  
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Change of Control (whether or not the applicable Change of Control shall have occurred at the time of the Below Investment Grade Rating Event). 

“Change of Control” means the occurrence of the following: 

 

	 	(1)	the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of
all or substantially all of the properties and assets of the Credit Group to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act or any successor provision), other than to a Continuing Carlyle Entity; or


  

	 	(2)	the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” (as that term is
used in Section 13(d)(3) of the Exchange Act or any successor provision), other than a Continuing Carlyle Entity, becomes (A) the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act or any successor provision) of a
controlling interest in (i) the Partnership or (ii) one or more Guarantors comprising all or substantially all of the assets of the Credit Group and (B) entitled to receive a Majority Economic Interest in connection with such
transaction. 

 “Change of Control Offer” has the meaning specified in Section 6.2(1).

 “Change of Control Repurchase Event” means the occurrence of a Change of Control and a Below Investment
Grade Rating Event. 
 “Clearstream” means Clearstream Banking, S.A. 

“Code” has the meaning specified in Section 1.1(2). 

“Commission” means the Securities and Exchange Commission or any successor entity. 

“Comparable Treasury Issue” means the United States Treasury security or securities selected by an Independent
Investment Banker as having an actual or interpolated maturity comparable to the remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues
of corporate debt securities of a comparable maturity to the remaining term of such Notes. 
 “Comparable Treasury
Price” means, with respect to any Redemption Date, the average of the Reference Treasury Dealer Quotations for such Redemption Date or, if the Company obtains only one Reference Treasury Dealer Quotation, such Reference Treasury Dealer
Quotation. 
 “Continuing Carlyle Entity” means any entity that, immediately prior to and immediately following
any relevant date of determination, is directly or indirectly controlled by one or more Managing Directors or other personnel of the Partnership who, as of any date of 

  
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determination (i) each have devoted substantially all of his or her business and professional time to the activities of the Credit Parties and/or their Subsidiaries during the 12-month
period immediately preceding such date and (ii) directly or indirectly control a majority of the general partner interests (or other similar interests) in Partnership or any successor entity. 

“Covenant Defeasance” has the meaning specified in Section 8.1. 

“DTC” means The Depository Trust Company, a New York corporation. 

“Euroclear” means Euroclear Bank, S.A./N.V., as operator of the Euroclear system. 

“Event of Default” has the meaning specified in Section 4.1. 

“Existing Indebtedness” means indebtedness incurred under the Credit Agreement, dated as of December 13, 2011,
among TC Group Investment Holdings, L.P., TC Group Cayman Investment Holdings, L.P., TC Group Cayman, L.P. and Carlyle Investment Management L.L.C., as borrowers, TC Group, L.L.C., as parent guarantor, the lenders party thereto, and Citibank, N.A.,
as administrative agent, Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Credit Suisse Securities (USA) LLC, as joint lead arrangers and bookrunners, and JPMorgan Chase Bank, N.A. and Credit Suisse Securities (USA) LLC, as syndication
agents, and any amendments, supplements, modifications, extensions, renewals, restatements or refundings thereof and any indentures, notes, debentures or credit facilities or commercial paper facilities that replace, refund or refinance any part of
the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that alters the maturity or interest rate thereof, provided that the aggregate principal amount of
Existing Indebtedness outstanding at any one time shall not exceed $1.25 billion. 
 “Fitch” means Fitch
Ratings Inc. or any successor thereto. 
 “Independent Investment Banker” means one of the Reference Treasury
Dealers appointed by the Company. 
 “Initial Notes” means Notes in an aggregate principal amount of up to
$500,000,000 initially issued under this First Supplemental Indenture in accordance with Section 1.1(2). 

“Interest Payment Date” has the meaning specified in Section 1.2(2). 

“Investment Grade” means a rating of BBB- or better by Fitch (or its equivalent under any successor rating categories of
Fitch) and BBB- or better by S&P (or its equivalent under any successor rating categories of S&P) (or, in each case, if such Rating Agency ceases to rate the Notes of either series for reasons outside of the Company’s control, the
equivalent investment grade credit rating from any Rating Agency selected by the Company as a replacement Rating Agency). 

  
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 “Majority Economic Interest” means any right or entitlement to receive more
than 50% of the equity distributions or partner allocations (whether such right or entitlement results from the ownership of partner or other equity interests, securities, instruments or agreements of any kind) made to all holders of partner or
other equity interests in the Credit Group (other than entities within the Credit Group). 
 “Maturity Date”
means February 1, 2023. 
 “Note Interest Rate” has the meaning specified in Section 1.2(1).

 “Notes” has the meaning specified in Section 1.1(4). 

“Permitted Liens” means (a) liens on voting stock or profit participating equity interests of any Subsidiary
existing at the time such entity becomes a direct or indirect Subsidiary of the Partnership or is merged into a direct or indirect Subsidiary of the Partnership (provided such liens are not created or incurred in connection with such
transaction and do not extend to any other Subsidiary), (b) statutory liens, liens for taxes or assessments or governmental liens not yet due or delinquent or which can be paid without penalty or are being contested in good faith,
(c) other liens of a similar nature as those described above and (d) liens granted under Existing Indebtedness. 

“Rating Agency” means: 
  

	 	(1)	each of Fitch and S&P; and 

  

	 	(2)	if either of Fitch or S&P ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons outside of the Company’s control, a
“nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by the Company as a replacement agency for Fitch or S&P, or both, as the case may be.


 “Reference Treasury Dealer” means each of Credit Suisse Securities (USA) LLC and J.P. Morgan
Securities LLC or their respective affiliates which are primary U.S. Government securities dealers, and their respective successors; provided that if Credit Suisse Securities (USA) LLC or J.P. Morgan Securities LLC or their respective
affiliates shall cease to be a primary U.S. Government securities dealer in The City of New York (a “Primary Treasury Dealer”), the Company shall substitute therefor another Primary Treasury Dealer. 

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date,
the average, as determined by the Company, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Company by such Reference Treasury Dealer at 3:30 p.m.
New York time on the third business day preceding such Redemption Date. 
 “Registrar” means the Security
Registrar for the Notes, which shall initially be The Bank of New York Mellon Trust Company, N.A., or any successor entity thereof, subject to replacement as set forth in the Base Indenture. 

  
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 “Regular Record Date” for interest payable in respect of any Note on any
Interest Payment Date means the January 15 or July 15, as applicable, immediately preceding the relevant Interest Payment Date (whether or not a Business Day). 
 “Repurchase Price” has the meaning specified in Section 6.2(1). 
 “Repurchase Price Payment Date” has the meaning specified in Section 6.2(3)(iii). 
 “S&P” means Standard & Poor’s Financial Services LLC, a subsidiary of The McGraw-Hill Companies, Inc., or any successor thereto. 

“Stated Maturity” has the meaning specified in Section 1.1.(2). 

“Treasury Rate” means, with respect to any Redemption Date, the rate per annum equal to the semiannual equivalent yield
to maturity or interpolated (on a day count basis) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption
Date. 
 ARTICLE III 
 Security Forms 
 SECTION 3.1. Form Generally.  

(1) The Notes shall be in substantially the form set forth in Section 3.2 of this Article III, with such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by the Base Indenture and this First Supplemental Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed
thereon as may be required to comply with applicable tax laws or the rules of any securities exchange or Depositary therefore or as may, consistent herewith, be determined by the Officer executing such Notes, as evidenced by the execution thereof.
All Notes shall be in fully registered form. 
 (2) The Notes shall be printed, lithographed or engraved on steel engraved
borders or may be produced in any other manner, all as determined by the Officer of the Company executing such Notes, as evidenced by the execution of such Notes. 
 (3) Upon their original issuance, the Notes shall be issued in the form of one or more Global Securities in definitive, fully registered form without interest coupons. Each such Global Security shall be
duly executed by the Company, authenticated and delivered by the Trustee and shall be registered in the name of DTC, as Depositary, or its nominee, and deposited with the Trustee, as custodian for DTC. Beneficial interests in the Global Securities
will be shown on, and transfers will only be made through, the records maintained by DTC and its participants, including Clearstream and the Euroclear System. 

  
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 SECTION 3.2. Form of Note.  

[FORM OF FACE OF NOTE] 
 [THE FOLLOWING LEGEND SHALL APPEAR ON THE FACE OF EACH GLOBAL SECURITY SOLD PURSUANT TO RULE 144A UNDER THE SECURITIES ACT: 
 THIS SECURITY (INCLUDING THE RELATED GUARANTEES) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM,
OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY,
PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS ONE YEAR AFTER THE LATER OF THE ISSUE DATE HEREOF OR ANY OTHER ISSUE DATE IN RESPECT OF A FURTHER ISSUANCE OF SECURITIES OF THE SAME SERIES AND THE LAST DATE ON WHICH
CARLYLE HOLDINGS FINANCE L.L.C. OR ANY AFFILIATE OF CARLYLE HOLDINGS FINANCE L.L.C. WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO CARLYLE HOLDINGS FINANCE L.L.C. OR THE CARLYLE GROUP L.P., CARLYLE HOLDINGS I
L.P., CARLYLE HOLDINGS II L.P. OR CARLYLE HOLDINGS III L.P. OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR
RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE
UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS NOT A QUALIFIED
INSTITUTIONAL BUYER AND THAT IS PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL 

  
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AMOUNT OF THE SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT OR
(F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO CARLYLE HOLDINGS FINANCE L.L.C.’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES
(D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONS AND/ OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION
DATE.] 
 [THE FOLLOWING LEGEND SHALL APPEAR ON THE FACE OF EACH GLOBAL SECURITY SOLD PURSUANT TO REGULATION S UNDER THE
SECURITIES ACT: 
 THIS SECURITY (INCLUDING THE RELATED GUARANTEES) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT
FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS 40 DAYS AFTER THE LATER OF THE ISSUE DATE HEREOF OR ANY OTHER ISSUE DATE IN
RESPECT OF A FURTHER ISSUANCE OF SECURITIES OF THE SAME SERIES AND THE LAST DATE ON WHICH CARLYLE HOLDINGS FINANCE L.L.C. OR ANY AFFILIATE OF CARLYLE HOLDINGS FINANCE L.L.C. WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY
(A) TO CARLYLE HOLDINGS FINANCE L.L.C. OR THE CARLYLE GROUP L.P., CARLYLE HOLDINGS I L.P., CARLYLE HOLDINGS II L.P. OR CARLYLE HOLDINGS III L.P. OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED
EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL
BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING 

  
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MADE IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S
UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER AND THAT IS PURCHASING FOR
ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY
DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO CARLYLE HOLDINGS FINANCE L.L.C.’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY
SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE
HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE
TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT. 
 [THE FOLLOWING LEGEND SHALL APPEAR ON THE FACE OF EACH
GLOBAL SECURITY: 
 THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.
TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO THE DEPOSITORY TRUST COMPANY (“DTC”) OR ITS NOMINEE OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS
GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.]. 
 [THE FOLLOWING LEGEND SHALL APPEAR ON THE FACE OF EACH GLOBAL SECURITY FOR WHICH DTC IS TO BE THE DEPOSITARY: 
 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY


  
 11 









 
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.] 
 CARLYLE HOLDINGS FINANCE L.L.C. 

3 
7/8% SENIOR NOTE DUE 2023 

 

			
	No.            	  	Principal Amount (US)$            
	CUSIP NO.            	  	

 Carlyle Holdings Finance L.L.C., a limited liability company duly organized and
existing under the laws of the State of Delaware (herein called the “Company”, which term includes any successor Person under the First Supplemental Indenture referred to on the reverse hereof), for value received, hereby promises
to pay to Cede & Co., or registered assigns, the principal sum of              United States Dollars (U.S.$
            ) on February 1, 2023 and to pay interest thereon, from January 18, 2013, or from the most recent Interest Payment Date to which interest has been paid or duly
provided for to but excluding the next Interest Payment Date, which shall be February 1 and August 1 of each year, commencing August 1, 2013, at the per annum rate of 3 7/8%, or as such rate may be adjusted pursuant to the terms hereof, per annum (the “Note Interest Rate”), until the principal hereof is paid or made available for payment. 

The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the First
Supplemental Indenture, be paid to the Person in whose name this Note is registered at the close of business on the Regular Record Date for such interest, which shall be the day that is 15 days prior to the relevant Interest Payment Date (whether or
not a Business Day). Except as otherwise provided in the First Supplemental Indenture, any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid
to the Person in whose name this Note is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice of which shall be given to Holders of Notes not less than 10 days
prior to the Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which such Notes may be listed, all as more fully provided in the First Supplemental Indenture.
Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. 
 Payment of principal of, and
premium, if any, and interest on this Note and the Repurchase Price in connection with a Change of Control Repurchase Event will be made at the Corporate Trust Office, in such coin or currency of the United States of America as at the time of
payment shall be legal tender for the payment of public and private debts. With respect to Global Securities, the Company will make such payments by wire transfer of immediately available funds to DTC, or its nominee, as registered owner of the
Global Securities. With 

  
 12 









 
respect to certificated Notes, the Company will make such payments by wire transfer of immediately available funds to a United States Dollar account maintained in New York, New York to each
Holder of an aggregate principal amount of Notes in excess of U.S. $5,000,000 that has furnished wire instructions in writing to the Trustee no later than 15 days prior to the relevant payment date. If a Holder of a certificated Note
(i) does not furnish such wire instructions as provided in the preceding sentence or (ii) holds U.S. $5,000,000 or less aggregate principal amount of Notes, the Company will make such payments by mailing a check to such Holder’s
registered address. 
 Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which
further provisions shall for all purposes have the same effect as if set forth at this place. 
 Unless the certificate of
authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed. 

 

			
	 CARLYLE HOLDINGS FINANCE L.L.C
 as Issuer.

		
	By:	 	Carlyle Investment Management, L.L.C., its sole member
		
	By:	 	Carlyle Holdings I L.P., its sole member
		
	By:	 	Carlyle Holdings I GP Sub L.L.C., its general partner
		
	By:	 	Carlyle Holdings I GP Inc., its sole member
		
	By:	 	  

		 	Name:
		 	Title:


 CERTIFICATE OF AUTHENTICATION 
 This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. 
  

			
	Dated:	 	  

	
	THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A.,


  
 13 










			
	as Trustee
		
	By:	 	  

		 	Authorized Signatory

 [FORM OF REVERSE OF NOTE] 

1. Indenture. This Note is one of a duly authorized issue of securities of the Company designated as its
“3 7/8% Senior Notes due 2023” (herein called the “Notes”), issued under a First Supplemental Indenture, dated as of January 18, 2013 (the “First Supplemental
Indenture”), to an indenture, dated as of January 18, 2013 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Base Indenture” and herein with the First Supplemental
Indenture, collectively, the “Indenture”), among the Company, the Guarantors and The Bank of New York Mellon Trust Company, N.A., as Trustee (herein called the “Trustee,” which term includes any successor trustee
under the Indenture), to which reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantors, the Trustee and the Holders of the Notes and of the terms upon
which the Notes are, and are to be, authenticated and delivered. The aggregate principal amount of Initial Notes Outstanding at any time may not exceed $500,000,000 in aggregate principal amount, except for, or in lieu of, other Notes of the series
pursuant to Sections 304, 305, 306, 906 or 1107 of the Base Indenture and except for any Notes which, pursuant to Section 303 of the Base Indenture, are deemed never to have been authenticated and delivered. The First Supplemental Indenture
pursuant to which this Note is issued provides that Additional Notes may be issued thereunder. 
 All terms used in this
Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. In the event of a conflict or inconsistency between this Note and the Indenture, the provisions of the Indenture shall govern. 

2. Optional Redemption. At any time prior to Maturity, the Company may at its option redeem all or a part of the Notes upon not
more than 60 nor less than 30 days prior notice, at a redemption price in cash equal to the greater of (i) 100% of the aggregate principal amount of any Notes being redeemed and (ii) the sum of the present values of the remaining scheduled
payments of principal of and interest on the Notes to be redeemed (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the
Treasury Rate plus 30 basis points, plus in each case accrued and unpaid interest thereon to, but excluding, the Redemption Date. 
 3. Change of Control Repurchase Event. If a Change of Control Repurchase Event occurs, unless the Company has exercised its option to redeem the Notes, the Company will make an offer to each Holder
of Notes to repurchase all or any part (each new note will be in a principal amount of $2,000 and integral multiples of $1,000 in excess thereof) of that Holder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal
amount of the Notes, plus any accrued and unpaid interest, if any, pursuant to the provisions of Section 6.2 of the First Supplemental Indenture. 

  
 14 









 4. Global Security. If this Note is a Global Security, then, in the event of a
deposit or withdrawal of an interest in this Note, including an exchange, transfer, redemption, repurchase or conversion of this Note in part only, the Trustee, as custodian of the Depositary, shall make an adjustment on its records to reflect such
deposit or withdrawal in accordance with the Applicable Procedures. 
 5. Defaults and Remedies. If an Event of Default
shall occur and be continuing, the principal of all the Notes may be declared due and payable in the manner and with the effect provided in the Indenture. Upon payment of the amount of principal so declared due and payable, all obligations of the
Company in respect of the payment of the principal of and interest on the Notes shall terminate. 
 No Holder of Notes shall
have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver, assignee, trustee, liquidator or sequestrator (or similar official) or for any other remedy hereunder (except
actions for payment of overdue principal of, and premium, if any, or interest on such Notes in accordance with its terms), unless (i) such Holder has previously given written notice to the Trustee of a an Event of Default and the continuance
thereto with respect to the Notes, specifying an Event of Default, as required under the Indenture; (ii) the Holders of not less than 25% in aggregate principal amount of the Outstanding Notes shall have made written request to the Trustee to
institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; (iii) such Holder or Holders have offered to the Trustee indemnity reasonably satisfactory to it against the costs, expenses and
liabilities to be incurred in compliance with such request; (iv) the Trustee has failed to institute any such proceeding for 60 days after its receipt of such notice, request and offer of indemnity; and (v) no direction inconsistent with
such written request has been given to the Trustee during such 60-day period by the Holders of a majority in aggregate principal amount of the Outstanding Notes, it being understood and intended that no one or more of such Holders shall have any
right in any manner whatever by virtue of, or by availing of, any provision of the Indenture to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority or preference over any other of such
Holders or to enforce any right under the Indenture, except in the manner provided in the Indenture and for the equal and ratable benefit of all of such Holders. 
 The foregoing shall not apply to any suit instituted by the Holder of this Note for the enforcement of any payment of principal of, and premium, if any, or interest hereon, on or after the respective due
dates expressed herein. 
 6. Amendment, Supplement and Waiver. The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Notes under the Indenture at any time by the Company and the Trustee with the written consent of the Holders of at
least a majority in aggregate principal amount of the Outstanding Notes. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Outstanding Notes, on behalf of the Holders of all
the Notes, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon
such Holder and upon all future Holders of this Note and of any 

  
 15 









 
Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent or waiver is made upon this Note or such other Note. Certain
modifications or amendments to the Indenture require the consent of the Holder of each Outstanding Note affected. 
 No
reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair (without the consent of the Holder hereof) the obligation of the Company, which is absolute and unconditional, to pay the principal of,
premium, if any, and interest on this Note at the times, places and rate, and in the coin or currency, herein prescribed. 
 7.
Registration and Transfer. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registerable on the Security Register. Upon surrender for registration of transfer of this Note at the
office or agency of the Company in a Place of Payment, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of any authorized denominations and of
like tenor and principal amount. As provided in the Indenture and subject to certain limitations therein set forth, at the option of the Holder, this Note may be exchanged for one or more new Notes of any authorized denominations and of like tenor
and principal amount, upon surrender of this Note at such office or agency. Upon such surrender by the Holder, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or
more new Notes of any authorized denominations and of like tenor and principal amount. Every Note presented or surrendered for registration of transfer or for exchange shall be duly endorsed (if so required by the Company or the Trustee), or be
accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed, by the Holder thereof or such Holder’s attorney duly authorized in writing. No service charge shall be made for any
such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. 

Prior to due presentment of this Note for registration of transfer, the Company, the Guarantors, the Trustee and any agent of the
Company, a Guarantor or the Trustee may treat the Person in whose name such Note is registered as the owner thereof for all purposes, whether or not such Note be overdue, and neither the Company, the Guarantors, the Trustee nor any agent of the
Company, a Guarantor or the Trustee shall be affected by notice to the contrary. 
 8. Guarantee. As expressly set forth
in the Base Indenture, payment of this Note is jointly and severally and fully and unconditionally guaranteed by the Guarantors that have become and continue to be Guarantors pursuant to the Indenture. Guarantors may be released from their
obligations under the Indenture and their Guarantees under the circumstances specified in the Base Indenture. 
 9.
Governing Law. THE INDENTURE, THIS SECURITY AND THE GUARANTEES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 

  
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 ABBREVIATIONS 
 The following abbreviations, when used in the inscription of the face of this Note, shall be construed as though they were written out in full according to applicable laws or regulations: 

TEN COM (= tenant in common) 
 TEN ENT (=
tenants by the entireties (Cust)) 
 JT TEN (= joint tenants with right of survivorship and not as tenants in common) 

UNIF GIFT MIN ACT (= under Uniform Gifts to Minors Act ) 
 Additional abbreviations may also be used though not in the above list. 
 ARTICLE
IV 
 Remedies 
 SECTION 4.1. Events of Default.  
 “Event of Default”
means, wherever used herein with respect to the Notes, any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any administrative or governmental body): 
 (1)
an Event of Default pursuant to Section 501 of the Base Indenture; or 
 (2) the Company’s failure to
pay the Repurchase Price when due in connection with a Change of Control Repurchase Event. 
 SECTION 4.2. Waiver of Past
Defaults. 
 Section 512 of the Base Indenture shall not apply to the Notes, and, with respect to the Notes, any
reference to Section 512 in the Base Indenture shall instead be deemed to refer to this Section 4.2. 
 Subject to
Section 502 of the Base Indenture, the Holders of not less than a majority in aggregate principal amount of the Outstanding Notes may on behalf of the Holders of all the Notes waive any past Default hereunder with respect to the Notes and its
consequences, except a default 
 (1) in the payment of the principal of or premium, if any, or interest on any Note or the
Repurchase Price in connection with a Change of Control Repurchase Event; or 
 (2) in respect of a covenant or provision hereof
or of the Base Indenture which under Article VII hereof or under Article IX of the Base Indenture cannot be modified or amended without the consent of the Holder of each Outstanding Note affected. 

  
 17 









 Upon any such waiver, such Default shall cease to exist, and any Event of Default arising
therefrom shall be deemed to have been cured, for every purpose of this First Supplemental Indenture, but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. 

ARTICLE V 

Redemption of Securities 
 SECTION 5.1. Optional Redemption.  
 The Notes will be redeemable in whole
or in part, at the Company’s option at any time and from time to time, at a Redemption Price equal to the greater of (i) 100% of the aggregate principal amount of any Notes being redeemed and (ii) the sum of the present values of the
remaining scheduled payments of principal and interest on any Notes being redeemed (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day
months) at the Treasury Rate plus 30 basis points, plus in each case accrued and unpaid interest thereon to, but excluding, the Redemption Date. 
 SECTION 5.2. Base Indenture.  
 Any redemption of the Notes under
Section 5.1 above shall be in accordance with Article XI of the Base Indenture (Redemption of Securities). 
 ARTICLE VI

 Particular Covenants 
 SECTION 6.1. Liens. 
 The Credit Parties shall not, and shall not cause or
permit any of their respective Subsidiaries to, create, assume, incur or guarantee any indebtedness for money borrowed that is secured by a pledge, mortgage, lien or other encumbrance (other than Permitted Liens) on any voting stock or profit
participating equity interests of their respective Subsidiaries (to the extent of their ownership of such voting stock or profit participating equity interests) or any entity that succeeds (whether by merger, consolidation, sale of assets or
otherwise) to all or any substantial part of the business of any of such Subsidiaries, without providing that the Notes (together with, if the Credit Parties shall so determine, any other indebtedness of, or guarantee by, the Credit Parties ranking
equally with the Notes and existing as of the closing of the offering of the Notes or thereafter created) will be secured equally and ratably with or prior to all other indebtedness secured by such pledge, mortgage, lien or other encumbrance on the
voting stock or profit participating equity interests of any such entities for so long as such other indebtedness is so secured. This Section 6.1 shall not limit the ability of the Credit Parties or their Subsidiaries to incur indebtedness or
other obligations secured by liens on assets other than the voting stock or profit participating equity interests of the Credit Parties and their respective Subsidiaries. 

  
 18 









 SECTION 6.2. Obligation to Offer to Repurchase Upon a Change of Control Repurchase Event.
 
 (1) If a Change of Control Repurchase Event occurs, unless the Company has exercised its option to redeem the Notes
pursuant to Article V, the Company shall make an offer to each Holder of Notes to repurchase all or any part (each new note will be in a principal amount of $2,000 and integral multiples of $1,000 in excess thereof) of that Holder’s Notes (the
“Change of Control Offer”) at a repurchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus any accrued and unpaid interest on the Notes repurchased to, but excluding, the date of purchase (the
“Repurchase Price”). 
 (2) In connection with any Change of Control related to a Change of Control Repurchase
Event and any particular reduction in the rating on the Notes, the Company shall request from the Rating Agencies each such Rating Agency’s written confirmation that such reduction in the rating on the Notes was the result, in whole or in part,
of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control shall have occurred at the time of any Below Investment Grade Rating Event). The
Company shall promptly deliver an officers’ certificate to the Trustee certifying as to whether or not such confirmation has been received or denied. 
 (3) Within 30 days following any Change of Control Repurchase Event or, at the Company’s option, prior to any Change of Control, but after the public announcement of the Change of Control, the
Company shall give notice to each Holder of Notes, with a written copy to the Trustee. Such notice shall state: 

(i) a description of the transaction or transactions that constitute or may constitute the Change of Control Repurchase
Event; 
 (ii) that the Change of Control Offer is being made pursuant to this Section 6.2; 

(iii) the Repurchase Price and the date on which the Repurchase Price will be paid, which date shall be a Business Day
that is no earlier than 30 days and no later than 60 days from the date such notice is mailed, other than as may be required by law (the “Repurchase Price Payment Date”); and 

(iv) if the notice is given prior to the date of consummation of the Change of Control, a statement that the offer to
purchase is conditioned on the Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice. 
 (4) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in
connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Notes,
the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Repurchase Event provisions of the Notes by virtue of such conflict. 

  
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 (5) On the Repurchase Price Payment Date, the Company shall, to the extent lawful:

 (i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control
Offer; 
 (ii) deposit with the Paying Agent an amount equal to the Repurchase Price in respect of all Notes or
portions of Notes properly tendered; and 
 (iii) deliver or cause to be delivered to the Trustee the Notes
properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased. 
 The Paying Agent shall promptly deliver to each Holder of Notes properly tendered the Repurchase Price for such Notes, and the Trustee shall promptly authenticate (if applicable) and deliver (or cause to
be transferred by book-entry) to each Holder of Notes properly tendered a new Note equal in principal amount to any unpurchased portion of any Notes surrendered; provided that each new Note will be in a principal amount of $2,000 or any
integral multiple of $1,000 in excess thereof. 
 (6) Notwithstanding the foregoing, the Company shall not be required to make
an offer to repurchase the Notes upon a Change of Control Repurchase Event if (i) a third party makes such an offer in respect of the Notes in the manner, at the times and otherwise in compliance with the requirements for an offer made by the
Company and such third party purchases all the Notes properly tendered and not withdrawn under its offer or (ii) the Company has given written notice of a redemption as provided under Section 5.2; provided that the Company has not
failed to pay the Redemption Price on the Redemption Date. 
 SECTION 6.3. Financial Reports  

Section 704 of the Base Indenture shall apply to the reports, information, and documents delivered under this Section 6.3.

 (1) For so long as Partnership is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the
Company shall provide (or cause its Affiliates to provide) to the Trustee, unless available on the Commission’s Electronic Data Gathering, Analysis and Retrieval System (or successor system), within 15 days after the Partnership files the same
with the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) which the
Partnership may file with the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act. The Trustee may conclusively presume, and shall incur no liability in such presumption, that the Partnership has not filed any such
reports, information, documents and other reports with the Commission that are not available on the Commission’s Electronic Data Gathering, Analysis and Retrieval System (or successor system) unless and until it shall have received written
notice from the Company to the contrary. 

  
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 (2) For so long as any of the Notes remain Outstanding and have not become freely tradeable
without restrictions by non-affiliates of the Credit Parties pursuant to Rule 144 under the Securities Act, the Company shall, or shall cause its Affiliates to, furnish to the Holders of the Notes and prospective investors, upon their request, the
information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act for the Company and, unless available on the Commission’s Electronic Data Gathering, Analysis and Retrieval System (or successor system), for the
Partnership (as if such rule applied to it); provided, however, that if any time the Partnership no longer directly or indirectly controls the Credit Parties or guarantees the Notes, such information shall be provided for either
(i) the Credit Parties on a combined and consolidated basis and taken as a whole or (ii) any Person that directly or indirectly controls the Credit Parties and guarantees the Notes (in each case, as if such rule applied to such Persons).
The Company shall, or shall cause its Affiliates to, make the above information and reports available to securities analysts and prospective investors upon request. 
 ARTICLE VII 
 Supplemental Indentures 

SECTION 7.1. Supplemental Indentures without Consent of Holders of Notes. 

For the purposes of the Base Indenture and this First Supplemental Indenture, no amendment to cure any ambiguity, defect or inconsistency
in this First Supplemental Indenture, the Base Indenture or the Notes made solely to conform this First Supplemental Indenture, the Base Indenture or the Notes to the Description of the Notes contained in the Company’s offering memorandum dated
January 15, 2013, shall be deemed to adversely affect the interests of the Holders of any Notes. 
 SECTION 7.2.
Supplemental Indentures with Consent of Holders of Notes. 
 Section 902 of the Base Indenture shall not apply to
the Notes, and, with respect to the Notes, any reference to Section 902 in the Base Indenture shall instead be deemed to refer to this Section 7.2. 
 With the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Notes affected by such supplemental indenture (including consents obtained in connection with a
tender offer or exchange for the Notes), by Act of said Holders delivered to the Company, the Guarantors and the Trustee, the Company, the Guarantors and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of
adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of modifying in any manner the rights of the Holders of such Notes under the Indenture; provided, however, no such supplemental
indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: 
 (1) change the Stated Maturity
of the principal of, or any installment of principal of or interest on, any Note; 

  
 21 









 (2) reduce the principal amount of any Note which would be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 503 of the Base Indenture, or reduce the rate of or extend the time of payment of interest on any Note; 

(3) reduce the Repurchase Price in connection with a Change of Control Repurchase Event; 

(4) reduce any premium payable upon the redemption of or change the date on which any Note may or must be redeemed; 

(5) change the coin or currency in which the principal of or premium, if any, or interest on any Note is payable; 

(6) impair the right of any Holder to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or,
in the case of redemption, on or after the Redemption Date); 
 (7) reduce the percentage in principal amount of the Outstanding
Notes the consent of whose Holders is required for modification or amendment of this First Supplemental Indenture or the Base Indenture or the consent of whose Holders is required for any waiver (of compliance with certain provisions of the Base
Indenture or this First Supplemental Indenture or certain defaults thereunder and hereunder and their consequences) provided for in the Base Indenture and this First Supplemental Indenture 

(8) modify any of the provisions of this Section 7.2 or Section 512 or Section 1005 of the Base Indenture, except to
increase any such percentage or to provide that certain other provisions of this First Supplemental Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; provided, however, that this
clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section 7.2 and Section 1005 of the Base Indenture, or the deletion of
this proviso, in accordance with the requirements of Sections 611 and 901(7) of the Base Indenture; 
 (9) subordinate the Notes
or any Guarantee of a Guarantor in respect thereof to any other obligation of the Company or such Guarantor; 
 (10) modify the
terms of any Guarantee in a manner adverse to the Holders of the Notes; or 
 (11) modify clauses (1) through
(10) above. 
 It shall not be necessary for any Act of Holders under this Section 7.2 to approve the particular form
of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. 
 In
addition, the Holders of at least a majority in aggregate principal amount of the Outstanding Notes may, on behalf of the Holders of all Notes, waive compliance with the Credit 

  
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Parties’ covenants described under Sections 6.1, 6.2 and 6.3 and Article VIII of the Base Indenture. 
 ARTICLE VIII 
 Defeasance 

SECTION 8.1. Covenant Defeasance.  
 Section 1303 of the Base Indenture shall not apply to the Notes, and, with respect to the Notes, any reference to Section 1303 in the Base Indenture shall instead be deemed to refer to this
Section 8.1. 
 Upon the Company’s exercise of its option, if any, to have Section 1303 of the Base Indenture
applied to the Notes, or if Section 1303 of the Base Indenture shall otherwise apply to the Notes, (1) the Company and the Guarantors shall be released from their respective obligations and any covenants provided pursuant to Article VI of
this First Supplemental Indenture and Section 301(18), Section 801, Section 901(1), Section 901(12) and Section 1402 of the Base Indenture for the benefit of the Holders of such Notes and (2) the occurrence of any event
specified in Section 501(4) and Section 501(8) of the Base Indenture and Section 4.1(2) of the First Supplemental Indenture shall be deemed not to be or result in an Event of Default, in each case with respect to such Notes and the
related Guarantees as provided in Section 1303 of the Base Indenture on and after the date the conditions set forth in Section 1304 of the Base Indenture are satisfied (hereinafter called “Covenant Defeasance”). For this
purpose, such Covenant Defeasance means that, with respect to such Notes and Guarantees, each of the Company and the Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such
specified Section, whether directly or indirectly by reason of any reference elsewhere herein to any such Section or by reason of any reference in any such Section to any other provision herein or in any other document, but the remainder of the Base
Indenture, this First Supplemental Indenture and such Notes and Guarantees shall be unaffected thereby. 
 ARTICLE IX 

Miscellaneous 
 SECTION 9.1. Execution as Supplemental Indenture.  
 This First
Supplemental Indenture is executed and shall be construed as an indenture supplemental to the Base Indenture and this First Supplemental Indenture and the Base Indenture shall henceforth be read together, and any conflict between the Base Indenture
and this First Supplemental Indenture shall be resolved as provided in Section 3.1 of this First Supplemental Indenture. 

SECTION 9.2. Not Responsible for Recitals or Issuance of Notes.  

The recitals contained herein and in the Notes, except the Trustee’s certificates of authentication, shall be taken as the
statements of the Company and the Guarantors, as the case 

  
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may be, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this First Supplemental Indenture or of the
Securities or the Guarantees. The Trustee shall not be accountable for the use or application by the Company of the Notes or the proceeds thereof. 
 SECTION 9.3. Separability Clause.  
 In case any provision in this First
Supplemental Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 

SECTION 9.4. Successors and Assigns.  
 All covenants and agreements in this First Supplemental Indenture by the Company and the Guarantors shall bind their respective successors and assigns, whether so expressed or not. All agreements of the
Trustee in this First Supplemental Indenture shall bind its successors and assigns, whether so expressed or not. 
 SECTION 9.5.
Execution and Counterparts.  
 This First Supplemental Indenture may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. 
 SECTION 9.6. Governing Law.  
 This First Supplemental Indenture shall be
governed by, and construed in accordance with, the law of the State of New York. 
 [Signature page to follow.]


  
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 IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be
duly executed all as of the day and year first above written. 
  

					
	Carlyle Holdings Finance L.L.C.
		
	By:	 	Carlyle Investment Management, L.L.C., its sole member
		
	By:	 	Carlyle Holdings I L.P., its sole member
		
	By:	 	Carlyle Holdings I GP Sub L.L.C., its general partner
		
	By:	 	Carlyle Holdings I GP Inc., its sole member
		
	By:	 	 /s/ Adena Friedman

		 	Name:	 	Adena Friedman
		 	Title:	 	Chief Financial Officer
	
	The Carlyle Group L.P.
		
	By:	 	Carlyle Group Management L.L.C., its general partner
		
	By:	 	 /s/ Adena Friedman

		 	Name:	 	Adena Friedman
		 	Title:	 	Chief Financial Officer
	
	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:	 	 /s/ Adena Friedman

		 	Name:	 	Adena Friedman
		 	Title:	 	Chief Financial Officer



  
 [Signature
Page to First Supplemental Indenture] 








 
					
	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:	 	 /s/ Adena Friedman

		 	Name:	 	Adena Friedman
		 	Title:	 	Chief Financial Officer
	
	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 Carl Group L.P., its sole member
		
	By:	 	Carlyle Group Management L.L.C., its general partner
		
	By:	 	 /s/ Adena Friedman

		 	Name:	 	Adena Friedman
		 	Title:	 	Chief Financial Officer



  
 [Signature
Page to First Supplemental Indenture] 








 
					
	The Bank of New York Mellon Trust Company, N.A.,
	as Trustee
		
	By:	 	 /s/ Linda Garcia

		 	Name:	 	Linda Garcia
		 	Title:	 	Vice President



  
 [Signature
Page to First Supplemental Indenture]