UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED June 30, 2025

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM TO

Commission File Number: 001-35538

The Carlyle Group Inc.

(Exact name of registrant as specified in its charter)

Delaware	45-2832612
(State or other jurisdiction of<br><br>incorporation or organization)	(I.R.S. Employer<br><br>Identification No.)

1001 Pennsylvania Avenue, NW

Washington, DC, 20004-2505

(Address of principal executive offices) (Zip Code)

(202) 729-5626

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	CG	The Nasdaq Global Select Market
4.625% Subordinated Notes due 2061 of Carlyle<br><br>Finance L.L.C.	CGABL	The Nasdaq Global Select Market

As of August 5, 2025, there were 361,704,907 shares of common stock of the registrant outstanding.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during

the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for

the past 90 days. Yes ý No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of

Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such

files). Yes ý No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging

growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule

12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or

revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

		Page
PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements	5
	Unaudited Condensed Consolidated Financial Statements – June 30, 2025 and 2024:
	Condensed Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024	5
	Condensed Consolidated Statements of Operations for the Three and Six Months Ended<br><br>June 30, 2025 and 2024	6
	Condensed Consolidated Statements of Comprehensive Income forthe Three and Six<br><br>Months Ended June 30, 2025 and 2024	7
	Condensed Consolidated Statements of Changes in Equity forthe Three and Six Months<br><br>Ended June 30, 2025 and 2024	8
	Condensed Consolidated Statements of Cash Flows forthe Six Months Ended June 30,<br><br>2025 and 2024	10
	Notes to the Condensed Consolidated Financial Statements	12
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	72
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	129
Item 4.	Controls and Procedures	129
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	131
Item 1A.	Risk Factors	131
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	131
Item 3.	Defaults Upon Senior Securities	131
Item 4.	Mine Safety Disclosures	131
Item 5.	Other Information	131
Item 6.	Exhibits	132
SIGNATURES		133

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Forward-Looking Statements

This Quarterly Report on Form 10-Q may contain forward-looking statements within the meaning of Section 27A of the

Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements

include, but are not limited to, statements related to our expectations, estimates, beliefs, projections, future plans and strategies,

anticipated events or trends, and similar expressions and statements that are not historical facts, including our expectations

regarding the performance of our business, our financial results, our liquidity and capital resources, contingencies, and our

dividend policy. You can identify these forward-looking statements by the use of words such as “outlook,” “believes,”

“expects,” “potential,” “continues,” “may,” “will,” “should,” “seeks,” “approximately,” “predicts,” “intends,” “plans,”

“estimates,” “anticipates,” or the negative version of these words or other comparable words. Such forward-looking statements

are subject to various risks, uncertainties, and assumptions. Accordingly, there are or will be important factors that could cause

actual outcomes or results to differ materially from those indicated in these statements including, but not limited to, those

described in this Quarterly Report on Form 10-Q and under the section entitled “Risk Factors” in our Annual Report on Form

10-K for the year ended December 31, 2024, filed with the U.S. Securities and Exchange Commission (“SEC”) on February 27,

2025, as such factors may be updated from time to time in our periodic filings with the SEC, which are accessible on the SEC’s

website at www.sec.gov. These factors should not be construed as exhaustive and should be read in conjunction with the other

cautionary statements that are included in this Quarterly Report on Form 10-Q and in our other periodic filings with the SEC.

We undertake no obligation to publicly update or review any forward-looking statements, whether as a result of new

information, future developments, or otherwise, except as required by applicable law.

Website and Social Media Disclosure

We use our website (www.carlyle.com), our corporate Facebook page (www.facebook.com/onecarlyle), our corporate X

account (@OneCarlyle or www.x.com/onecarlyle), our corporate Instagram account (@onecarlyle or www.instagram.com/

onecarlyle), our corporate LinkedIn account (www.linkedin.com/company/the-carlyle-group), our corporate YouTube channel

(www.youtube.com/user/onecarlyle), and our corporate WeChat account (ID: gh_3e34f090ec20) as channels of distribution of

material company information. For example, financial and other material information regarding our company is routinely

posted on and accessible at www.carlyle.com. Accordingly, investors should monitor these channels, in addition to following

our press releases, SEC filings and public conference calls and webcasts. In addition, you may automatically receive email

alerts and other information about Carlyle when you enroll your email address by visiting the “Email Alerts” section at http://

ir.carlyle.com/email-alerts. The contents of our website and social media channels are not, however, a part of this Quarterly

Report on Form 10-Q and are not incorporated by reference herein.

Carlyle does not conduct any public solicitations (including print and online articles, advertisements, or postings on social

media sites, messaging applications such as Telegram, WeChat, or WhatsApp, or other public platforms) with respect to

investments, fundraising, cryptocurrency, or opening accounts on social media sites. Any investment-related communication

received from these platforms purporting to be from a Carlyle professional is fraudulent and should be reported to authorities.

On January 1, 2020, we completed our conversion from a Delaware limited partnership named The Carlyle Group L.P.

into a Delaware Corporation named The Carlyle Group Inc. (the conversion, together with such restructuring steps and related

transactions, the “Conversion”).

Unless the context suggests otherwise, references in this Quarterly Report on Form 10-Q to “Carlyle,” the “Company,”

“we,” “us” and “our” refer to The Carlyle Group Inc. and its consolidated subsidiaries. When we refer to our “senior Carlyle

professionals,” we are referring to the partner-level personnel of our firm. References in this Quarterly Report on Form 10-Q to

the ownership of the senior Carlyle professionals include the ownership of personal planning vehicles of these individuals.

When we refer to the “Carlyle Holdings partnerships” or “Carlyle Holdings,” we are referring to Carlyle Holdings I L.P.,

Carlyle Holdings II L.P., and Carlyle Holdings III L.P., which prior to the Conversion were the holding partnerships through

which the Company and our senior Carlyle professionals and other holders of Carlyle Holdings partnership units owned their

respective interests in our business.

“Carlyle funds,” “our funds” and “our investment funds” refer to the investment funds and vehicles advised by Carlyle.

“Carry funds” generally refers to closed-end investment vehicles, in which commitments are drawn down over a specified

investment period, and in which the general partner receives a special residual allocation of income from limited partners,

which we refer to as carried interest, in the event that specified investment returns are achieved by the fund. Disclosures

referring to carry funds will also include the impact of certain commitments that do not earn carried interest, but are either part

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of or associated with our carry funds. The rate of carried interest, as well as the share of carried interest allocated to Carlyle,

may vary across the carry fund platform. Carry funds generally include the following investment vehicles across our three

business segments:

•Global Private Equity: Buyout, growth, real estate, and infrastructure & natural resources funds advised by Carlyle, as

well as certain energy funds advised by our strategic partner NGP Energy Capital Management (“NGP”) in which

Carlyle is entitled to receive a share of carried interest (“NGP Carry Funds”);

•Global Credit: Opportunistic credit, aviation finance, and other closed-end credit funds advised by Carlyle; and

•Carlyle AlpInvest (formerly, Global Investment Solutions): Funds and vehicles advised by AlpInvest Partners B.V.

and its affiliates (“AlpInvest”), which include global private equity programs that pursue secondary purchases and

financing of existing portfolios, managed co-investment programs, and primary fund investments.

Carry funds specifically exclude certain legacy Abingworth funds in which Carlyle is not entitled to receive a share of

carried interest, collateralized loan obligation vehicles (“CLOs”), our business development companies and associated managed

accounts, as well as capital raised from strategic third-party investors which directly invest in Fortitude (defined below)

alongside a carry fund.

For an explanation of the fund acronyms used throughout this Quarterly Report on Form 10-Q, refer to “Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operation – Our Global Investment Offerings.”

“Fortitude” refers to FGH Parent, L.P. (“FGH Parent”), the direct parent of Fortitude Group Holdings, LLC (“Fortitude

Holdings”). See Note 4, Investments, to the condensed consolidated financial statements in Part I, Item 1 of this Quarterly

Report on Form 10-Q for more information regarding the Company’s strategic investment in Fortitude.

“Fee-earning assets under management” or “Fee-earning AUM” refers to the assets we manage or advise from which we

derive recurring fund management fees. Our Fee-earning AUM is generally based on one of the following, once fees have been

activated:

(a)the amount of limited partner capital commitments, generally for carry funds where the original investment period

has not expired and for AlpInvest carry funds during the commitment fee period;

(b)the remaining amount of limited partner invested capital at cost, generally for carry funds and certain co-investment

vehicles where the original investment period has expired;

(c)the amount of aggregate fee-earning collateral balance of our CLOs and other securitization vehicles, as defined in

the fund indentures (pre-2020 CLO vintages are generally exclusive of equities and defaulted positions) as of the

quarterly cut-off date;

(d)the external investor portion of the net asset value of certain carry funds;

(e)the fair value of Fortitude’s general account assets invested under the strategic advisory services agreement;

(f)the gross assets (including assets acquired with leverage) of certain cross-platform credit and direct lending

products, excluding cash and cash equivalents for one of our business development companies (included in “Fee-

earning AUM based on fair value and other” in the table below); and

(g)the lower of cost or fair value of invested capital, generally for AlpInvest carry funds where the commitment fee

period has expired and certain carry funds where the investment period has expired.

“Assets under management” or “AUM” refers to the assets we manage or advise. Our AUM generally equals the sum of

the following:

(a)the aggregate fair value of our carry funds and related co-investment vehicles, and separately managed accounts,

plus the capital that Carlyle is entitled to call from investors in those funds and vehicles (including Carlyle

commitments to those funds and vehicles and those of senior Carlyle professionals and employees) pursuant to the

terms of their capital commitments to those funds and vehicles;

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(b) the amount of aggregate collateral balance and principal cash or aggregate principal amount of the notes of our

CLOs and other structured products (inclusive of all positions);

(d)the fair value of Fortitude’s general account assets covered by the strategic advisory services agreement; and

(e) the gross assets (including assets acquired with leverage) of certain cross-platform credit and direct lending

products, plus the capital that Carlyle is entitled to call from investors in those vehicles pursuant to the terms of their

capital commitments to those vehicles.

We include in our calculation of AUM and Fee-earning AUM the NGP Carry Funds that are advised by NGP. Our

calculation of AUM also includes third-party capital raised for the investment in Fortitude through a Carlyle-affiliated

investment fund and from strategic investors which directly invest in Fortitude alongside the fund. The total AUM and Fee-

earning AUM related to the strategic advisory services agreement with Fortitude is inclusive of the net asset value of

investments in Carlyle products. These amounts are also reflected in the AUM and Fee-earning AUM of the strategy in which

they are invested.

For most of our carry funds, total AUM includes the fair value of the capital invested, whereas Fee-earning AUM

includes the amount of capital commitments or the remaining amount of invested capital, depending on whether the original

investment period for the fund has expired. As such, Fee-earning AUM may be greater than total AUM when the aggregate fair

value of the remaining investments is less than the cost of those investments.

Our calculations of AUM and Fee-earning AUM may differ from the calculations of other asset managers. As a result,

these measures may not be comparable to similar measures presented by other asset managers. In addition, our calculation of

AUM (but not Fee-earning AUM) includes uncalled commitments to, and the fair value of invested capital in, our investment

funds from Carlyle and our personnel, regardless of whether such commitments or invested capital are subject to management

fees, incentive fees or performance allocations. Our calculations of AUM or Fee-earning AUM are not based on any definition

of AUM or Fee-earning AUM that is set forth in the agreements governing the investment funds that we manage or advise.

“Performance Fee Eligible AUM” represents the AUM of funds for which we are entitled to receive performance

allocations, inclusive of the fair value of investments in those funds (which we refer to as “Performance Fee Eligible Fair

Value”) and their Available Capital. Performance Fee Eligible Fair Value is “Performance Fee-Generating” when the associated

fund has achieved the specified investment returns required under the terms of the fund’s agreement and is accruing

performance revenue as of the quarter-end reporting date. Funds whose performance allocations are treated as fee related

performance allocations are excluded from these metrics.

“Perpetual Capital” refers to the assets we manage or advise which have an indefinite term and for which there is no

immediate requirement to return capital to investors upon the realization of investments made with such capital, except as

required by applicable law. Perpetual Capital may be materially reduced or terminated under certain conditions, including

reductions from changes in valuations and payments to investors, including through elections by investors to redeem their

investments, dividend payments, and other payment obligations, as well as the termination of or failure to renew the respective

investment advisory agreements. Perpetual Capital includes: (a) assets managed under the strategic advisory services agreement

with Fortitude, (b) our Core Plus real estate fund, (c) our business development companies and certain other direct lending

products, (d) Carlyle Tactical Private Credit Fund (“CTAC”), (e) our closed-end tender offer Carlyle AlpInvest Private Markets

(“CAPM”) funds, and (f) certain other structured credit products.

“Legacy Energy Funds” include Energy III, Energy IV, and Renew II and are managed with Riverstone and its affiliates.

The investment periods for these funds have expired and the remaining investments in each fund are being disposed of in the

ordinary course of business. The impact of these funds is no longer significant to our results of operations.

“Metropolitan” or “MRE” refers to Metropolitan Real Estate Management, LLC, which was included in the Carlyle

AlpInvest business segment prior to its sale on April 1, 2021.

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PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

The Carlyle Group Inc.

Condensed Consolidated Balance Sheets

(Dollars in millions)

	June 30,<br><br>2025	December 31,<br><br>2024
	(Unaudited)
Assets
Cash and cash equivalents	$1,275.8	$1,266.0
Cash and cash equivalents held at Consolidated Funds	463.1	830.4
Investments, including accrued performance allocations of $7,598.8 and $7,053.5 as of<br><br>June 30, 2025 and December 31, 2024, respectively	11,203.1	10,936.7
Investments of Consolidated Funds	9,857.5	7,782.4
Due from affiliates and other receivables, net	795.5	805.6
Due from affiliates and other receivables of Consolidated Funds, net	247.8	237.1
Fixed assets, net	191.7	185.3
Lease right-of-use assets, net	351.1	341.4
Deposits and other	82.9	56.9
Intangible assets, net	573.6	634.1
Deferred tax assets	25.7	27.6
Total assets	$25,067.8	$23,103.5
Liabilities and equity
Debt obligations	$2,155.3	$2,143.5
Loans payable of Consolidated Funds	8,056.1	6,864.2
Accounts payable, accrued expenses and other liabilities	439.5	389.8
Accrued compensation and benefits	5,598.9	5,446.6
Due to affiliates	198.9	241.9
Deferred revenue	204.0	138.7
Deferred tax liabilities	128.3	137.0
Other liabilities of Consolidated Funds	1,030.9	861.6
Lease liabilities	493.7	488.6
Accrued giveback obligations	44.6	44.0
Total liabilities	18,350.2	16,755.9
Commitments and contingencies
Common stock, $0.01 par value, 100,000,000,000 shares authorized (358,961,915 and<br><br>357,183,632 shares issued and outstanding as of June 30, 2025 and December 31, 2024,<br><br>respectively)	3.6	3.6
Additional paid-in-capital	4,096.4	3,892.3
Retained earnings	1,950.0	2,040.8
Accumulated other comprehensive loss	(189.5)	(329.8)
Non-controlling interests in consolidated entities	857.1	740.7
Total equity	6,717.6	6,347.6
Total liabilities and equity	$25,067.8	$23,103.5

See accompanying notes.

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The Carlyle Group Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

(Dollars in millions, except share and per share data)

	Three Months Ended<br><br>June 30,		Six Months Ended<br><br>June 30,
	2025	2024	2025	2024
Revenues
Fund management fees	$620.4	$534.4	$1,206.5	$1,058.0
Incentive fees	40.5	31.3	83.7	57.5
Investment income
Performance allocations	638.8	198.2	861.7	41.2
Principal investment income (loss)	55.2	88.1	(7.9)	161.2
Total investment income	694.0	286.3	853.8	202.4
Interest and other income	55.0	52.1	105.6	109.7
Interest and other income of Consolidated Funds	163.0	165.6	296.4	330.5
Total revenues	1,572.9	1,069.7	2,546.0	1,758.1
Expenses
Compensation and benefits
Cash-based compensation and benefits	238.4	206.3	456.8	428.2
Equity-based compensation	92.9	125.2	196.4	233.5
Performance allocations and incentive fee related compensation	443.6	144.2	615.0	71.4
Total compensation and benefits	774.9	475.7	1,268.2	733.1
General, administrative and other expenses	205.5	187.9	379.1	335.6
Interest	28.0	30.4	55.8	61.2
Interest and other expenses of Consolidated Funds	170.8	152.1	284.3	276.7
Other non-operating income	(0.1)	(0.3)	(0.1)	(0.1)
Total expenses	1,179.1	845.8	1,987.3	1,406.5
Other income (loss)
Net investment income (loss) of Consolidated Funds	46.8	(5.1)	52.9	(12.1)
Income before provision for income taxes	440.6	218.8	611.6	339.5
Provision for income taxes	112.5	69.5	124.9	91.4
Net income	328.1	149.3	486.7	248.1
Net income attributable to non-controlling interests in consolidated entities	8.4	1.1	37.0	34.3
Net income attributable to The Carlyle Group Inc.	$319.7	$148.2	$449.7	$213.8
Net income attributable to The Carlyle Group Inc. per common share (see Note 12)
Basic	$0.89	$0.41	$1.25	$0.59
Diluted	$0.87	$0.40	$1.23	$0.58
Weighted-average common shares
Basic	360,359,241	358,317,151	359,914,229	359,612,699
Diluted	366,967,197	366,896,000	366,654,517	368,119,801

Substantially all revenue is earned from affiliates of the Company. See accompanying notes.

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The Carlyle Group Inc.

Condensed Consolidated Statements of Comprehensive Income

(Unaudited)

(Dollars in millions)

	Three Months Ended<br><br>June 30,		Six Months Ended<br><br>June 30,
	2025	2024	2025	2024
Net income	$328.1	$149.3	$486.7	$248.1
Other comprehensive income (loss)
Foreign currency translation adjustments	105.5	(9.2)	152.5	(29.9)
Defined benefit plans
Unrealized income (loss) for the period	0.5	0.2	(0.6)	0.6
Reclassification adjustment for gain during the period, included in<br><br>cash-based compensation and benefits expense	—	—	(0.1)	(0.1)
Other comprehensive income (loss)	106.0	(9.0)	151.8	(29.4)
Comprehensive income	434.1	140.3	638.5	218.7
Comprehensive income attributable to non-controlling interests in<br><br>consolidated entities	15.2	1.1	48.5	31.6
Comprehensive income attributable to The Carlyle Group Inc.	$418.9	$139.2	$590.0	$187.1

See accompanying notes.

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The Carlyle Group Inc.

Condensed Consolidated Statements of Changes in Equity

(Unaudited)

(Dollars and shares in millions)

	Common<br><br>Shares	Common<br><br>Stock	Additional<br><br>Paid-in-<br><br>Capital	Retained<br><br>Earnings	Accumulated<br><br>Other<br><br>Comprehensive<br><br>Loss	Non-<br><br>controlling<br><br>Interests in<br><br>Consolidated<br><br>Entities	Total<br><br>Equity
Balance at March 31, 2025	360.9	$3.6	$3,997.7	$1,864.8	$(288.7)	$807.8	$6,385.2
Shares repurchased	(2.2)	—	—	(100.0)	—	—	(100.0)
Net shares issued for equity-based awards	0.3	—	—	(3.6)	—	—	(3.6)
Equity-based compensation	—	—	94.1	—	—	—	94.1
Dividend-equivalent rights on certain equity-<br><br>based awards	—	—	4.6	(4.6)	—	—	—
Contributions	—	—	—	—	—	68.3	68.3
Dividends and distributions	—	—	—	(126.3)	—	(34.2)	(160.5)
Net income	—	—	—	319.7	—	8.4	328.1
Currency translation adjustments	—	—	—	—	98.7	6.8	105.5
Defined benefit plans, net	—	—	—	—	0.5	—	0.5
Balance at June 30, 2025	359.0	$3.6	$4,096.4	$1,950.0	$(189.5)	$857.1	$6,717.6
	Common<br><br>Shares	Common<br><br>Stock	Additional<br><br>Paid-in-<br><br>Capital	Retained<br><br>Earnings	Accumulated<br><br>Other<br><br>Comprehensive<br><br>Loss	Non-<br><br>controlling<br><br>Interests in<br><br>Consolidated<br><br>Entities	Total<br><br>Equity
Balance at December 31, 2024	357.2	$3.6	$3,892.3	$2,040.8	$(329.8)	$740.7	$6,347.6
Shares repurchased	(2.7)	—	—	(125.0)	—	—	(125.0)
Net shares issued for equity-based awards	4.5	—	—	(155.1)	—	—	(155.1)
Equity-based compensation	—	—	196.4	—	—	—	196.4
Dividend-equivalent rights on certain equity-<br><br>based awards	—	—	7.7	(7.7)	—	—	—
Initial consolidation of a Consolidated Entity	—	—	—	—	—	35.0	35.0
Contributions	—	—	—	—	—	231.3	231.3
Dividends and distributions	—	—	—	(252.7)	—	(198.4)	(451.1)
Net income	—	—	—	449.7	—	37.0	486.7
Currency translation adjustments	—	—	—	—	141.0	11.5	152.5
Defined benefit plans, net	—	—	—	—	(0.7)	—	(0.7)
Balance at June 30, 2025	359.0	$3.6	$4,096.4	$1,950.0	$(189.5)	$857.1	$6,717.6

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	Common<br><br>Shares	Common<br><br>Stock	Additional<br><br>Paid-in-<br><br>Capital	Retained<br><br>Earnings	Accumulated<br><br>Other<br><br>Comprehensive<br><br>Loss	Non-<br><br>controlling<br><br>Interests in<br><br>Consolidated<br><br>Entities	Total<br><br>Equity
Balance at March 31, 2024	359.3	$3.6	$3,513.9	$1,868.2	$(315.0)	$669.3	$5,740.0
Shares repurchased	(3.5)	—	—	(151.1)	—	—	(151.1)
Net shares issued for equity-based awards	0.6	—	—	(28.3)	—	—	(28.3)
Equity-based compensation	—	—	125.0	—	—	—	125.0
Dividend-equivalent rights on certain equity-<br><br>based awards	—	—	3.7	(3.7)	—	—	—
Contributions	—	—	—	—	—	55.7	55.7
Dividends and distributions	—	—	—	(125.6)	—	(26.6)	(152.2)
Net income	—	—	—	148.2	—	1.1	149.3
Currency translation adjustments	—	—	—	—	(9.2)	—	(9.2)
Defined benefit plans, net	—	—	—	—	0.2	—	0.2
Balance at June 30, 2024	356.4	$3.6	$3,642.6	$1,707.7	$(324.0)	$699.5	$5,729.4
	Common<br><br>Shares	Common<br><br>Stock	Additional<br><br>Paid-in-<br><br>Capital	Retained<br><br>Earnings	Accumulated<br><br>Other<br><br>Comprehensive<br><br>Loss	Non-<br><br>controlling<br><br>Interests in<br><br>Consolidated<br><br>Entities	Total<br><br>Equity
Balance at December 31, 2023	361.3	$3.6	$3,403.0	$2,082.1	$(297.3)	$593.1	$5,784.5
Shares repurchased	(6.3)	—	—	(282.3)	—	—	(282.3)
Net shares issued for equity-based awards	1.4	—	—	(47.7)	—	—	(47.7)
Equity-based compensation	—	—	233.7	—	—	—	233.7
Dividend-equivalent rights on certain equity-<br><br>based awards	—	—	5.9	(5.9)	—	—	—
Contributions	—	—	—	—	—	120.4	120.4
Dividends and distributions	—	—	—	(252.3)	—	(45.6)	(297.9)
Net income	—	—	—	213.8	—	34.3	248.1
Currency translation adjustments	—	—	—	—	(27.2)	(2.7)	(29.9)
Defined benefit plans, net	—	—	—	—	0.5	—	0.5
Balance at June 30, 2024	356.4	$3.6	$3,642.6	$1,707.7	$(324.0)	$699.5	$5,729.4

See accompanying notes.

Table of Contents

The Carlyle Group Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(Dollars in millions)

	Six Months Ended June 30,
	2025	2024
Cash flows from operating activities
Net income	$486.7	$248.1
Adjustments to reconcile net income to net cash flows from operating activities:
Depreciation and amortization	94.6	90.8
Equity-based compensation	196.4	233.5
Non-cash performance allocations and incentive fees, net	(250.6)	146.2
Non-cash principal investment income	32.6	(145.6)
Other non-cash amounts	36.8	(1.5)
Consolidated Funds related:
Realized/unrealized (gain) loss on investments of Consolidated Funds	(11.6)	(83.0)
Realized/unrealized (gain) loss from loans payable of Consolidated Funds	(41.3)	95.1
Purchases of investments by Consolidated Funds	(4,033.2)	(3,874.9)
Proceeds from sales and settlements of investments by Consolidated Funds	2,311.1	2,687.1
Non-cash interest income, net	(8.7)	(11.4)
Change in cash and cash equivalents held at Consolidated Funds	405.4	(701.7)
Change in other receivables held at Consolidated Funds	10.5	(87.6)
Change in other liabilities held at Consolidated Funds	(14.0)	530.5
Purchases of investments	(144.3)	(180.1)
Proceeds from the sale of investments	469.6	185.1
Payments of contingent consideration	(1.0)	(1.5)
Changes in deferred taxes, net	(16.5)	(42.5)
Change in due from affiliates and other receivables	(16.3)	(21.2)
Change in deposits and other	(24.9)	(7.8)
Change in accounts payable, accrued expenses and other liabilities	39.1	37.1
Change in accrued compensation and benefits	(116.2)	(277.4)
Change in due to affiliates	23.6	(2.1)
Change in lease right-of-use assets and lease liabilities	(6.3)	(4.0)
Change in deferred revenue	57.6	(9.8)
Net cash used in operating activities	(520.9)	(1,198.6)
Cash flows from investing activities
Purchases of corporate treasury investments	—	(5.0)
Purchases of fixed assets, net	(34.2)	(31.9)
Net cash used in investing activities	(34.2)	(36.9)

Table of Contents

	Six Months Ended June 30,
	2025	2024
Cash flows from financing activities
Borrowings under credit facilities	—	10.4
Repayments under credit facilities	—	(10.4)
Payments on CLO borrowings	(40.1)	(36.0)
Proceeds from CLO borrowings, net of financing costs	15.1	—
Net borrowings on loans payable of Consolidated Funds	1,055.1	1,328.5
Dividends to common stockholders	(252.7)	(252.3)
Payment of deferred consideration for Carlyle Holdings units	—	(68.8)
Contributions from non-controlling interest holders	231.3	120.4
Distributions to non-controlling interest holders	(198.4)	(45.6)
Common shares repurchased and net share settlement of equity-based awards	(280.1)	(328.3)
Change in due to/from affiliates financing activities	(3.4)	(0.7)
Net cash provided by financing activities	526.8	717.2
Effect of foreign exchange rate changes	38.7	(6.7)
Increase (decrease) in cash, cash equivalents and restricted cash	10.4	(525.0)
Cash, cash equivalents and restricted cash, beginning of period	1,266.5	1,442.1
Cash, cash equivalents and restricted cash, end of period	$1,276.9	$917.1
Supplemental non-cash disclosures
Initial consolidation of Consolidated Funds	$55.0	$—
Net asset impact of deconsolidation of Consolidated Funds	$(26.6)	$—
Reconciliation of cash, cash equivalents and restricted cash, end of period:
Cash and cash equivalents	$1,275.8	$914.8
Restricted cash	1.1	2.3
Total cash, cash equivalents and restricted cash, end of period	$1,276.9	$917.1
Cash and cash equivalents held at Consolidated Funds	$463.1	$1,047.5

See accompanying notes.

Table of Contents

The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

1. Organization

Carlyle is one of the world’s largest global investment firms that deploys private capital across its business and conducts

its operations through three reportable segments: Global Private Equity, Global Credit, and Carlyle AlpInvest (see Note 15,

Segment Reporting). The Global Private Equity segment advises buyout, growth, real estate, and infrastructure & natural

resources funds. The Global Private Equity segment also includes the NGP Carry Funds advised by NGP. The Global Credit

segment advises funds and vehicles that pursue investment strategies including insurance solutions, liquid credit, opportunistic

credit, direct lending, asset-backed finance, aviation finance, infrastructure credit, cross-platform credit products, and global

capital markets. The Carlyle AlpInvest segment (formerly, Global Investment Solutions) advises global private equity programs

that pursue secondary purchases and financing of existing portfolios, managed co-investment programs, and primary fund

investments. Carlyle typically serves as the general partner, investment manager or collateral manager, making day-to-day

investment decisions concerning the assets of these products.

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying condensed consolidated financial statements are prepared in accordance with accounting principles

generally accepted in the United States (“U.S. GAAP”) and include the accounts of the Company and its consolidated

subsidiaries. In addition, certain Carlyle-affiliated funds, related co-investment entities and certain CLOs managed by the

Company (collectively, the “Consolidated Funds”) have been consolidated in the accompanying financial statements. The

consolidation of the Consolidated Funds generally has a gross-up effect on assets, liabilities and cash flows, and generally has

no effect on the net income attributable to the Company. The economic ownership interests of the other investors in the

Consolidated Funds are reflected as non-controlling interests in consolidated entities in the accompanying condensed

consolidated financial statements. All of the investments held and notes issued by the Consolidated Funds are presented at their

estimated fair values in the Company’s condensed consolidated balance sheets. Interest and other income of the Consolidated

Funds, interest expense and other expenses of the Consolidated Funds, and net investment income (losses) of Consolidated

Funds are included in the Company’s condensed consolidated statements of operations.

Management has determined that the Company’s funds are investment companies under U.S. GAAP for the purposes of

financial reporting. U.S. GAAP for an investment company requires investments to be recorded at estimated fair value and the

unrealized gains and/or losses in an investment’s fair value are recognized on a current basis in the statements of operations.

Additionally, the funds do not consolidate their majority-owned and controlled investments (the “Portfolio Companies”). In the

preparation of these condensed consolidated financial statements, the Company has retained the specialized accounting for the

funds.

The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for

interim financial information. These statements, including notes, have not been audited, exclude some of the disclosures

required for annual financial statements, and should be read in conjunction with the audited consolidated financial statements

included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the U.S. Securities

and Exchange Commission (“SEC”) on February 27, 2025. The operating results presented for interim periods are not

necessarily indicative of the results that may be expected for any other interim period or for the entire year. In the opinion of

management, the condensed consolidated financial statements reflect all adjustments, consisting of normal recurring accruals,

which are necessary for the fair presentation of the financial condition and results of operations for the interim periods

presented.

Principles of Consolidation

The Company consolidates all entities that it controls either through a majority voting interest or as the primary

beneficiary of variable interest entities (“VIEs”).

The Company evaluates (1) whether it holds a variable interest in an entity, (2) whether the entity is a VIE, and (3)

whether the Company’s involvement would make it the primary beneficiary. In evaluating whether the Company holds a

variable interest, fees (including management fees, incentive fees and performance allocations) that are customary and

commensurate with the level of services provided, and where the Company does not hold other economic interests in the entity

Table of Contents

The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

that would absorb more than an insignificant amount of the expected losses or returns of the entity, are not considered variable

interests. The Company considers all economic interests, including indirect interests, to determine if a fee is considered a

variable interest.

For those entities where the Company holds a variable interest, the Company determines whether each of these entities

qualifies as a VIE and, if so, whether or not the Company is the primary beneficiary. The assessment of whether the entity is a

VIE is generally performed qualitatively, which requires judgment. These judgments include: (a) determining whether the

equity investment at risk is sufficient to permit the entity to finance its activities without additional subordinated financial

support, (b) evaluating whether the equity holders, as a group, can make decisions that have a significant effect on the economic

performance of the entity, (c) determining whether two or more parties’ equity interests should be aggregated, and (d)

determining whether the equity investors have proportionate voting rights to their obligations to absorb losses or rights to

receive returns from an entity.

For entities that are determined to be VIEs, the Company consolidates those entities where it has concluded it is the

primary beneficiary. The primary beneficiary is defined as the variable interest holder with (a) the power to direct the activities

of a VIE that most significantly impact the entity’s economic performance and (b) the obligation to absorb losses of the entity

or the right to receive benefits from the entity that could potentially be significant to the VIE. In evaluating whether the

Company is the primary beneficiary, the Company evaluates its economic interests in the entity held either directly or indirectly

by the Company.

As of June 30, 2025, assets and liabilities of the consolidated VIEs reflected in the condensed consolidated balance sheets

were $10.6 billion and $9.1 billion, respectively. As of December 31, 2024, assets and liabilities of the consolidated VIEs

reflected in the consolidated balance sheets were $8.9 billion and $7.7 billion, respectively. Except to the extent of the

consolidated assets of the VIEs, the holders of the consolidated VIEs’ liabilities generally do not have recourse to the Company.

The Company’s Consolidated Funds are primarily CLOs, which are VIEs that issue loans payable that are backed by

diversified collateral asset portfolios consisting primarily of loans or structured debt. In exchange for managing the collateral

for the CLOs, the Company earns investment management fees, including in some cases subordinated management fees and

contingent incentive fees. In cases where the Company consolidates the CLOs (primarily because of a retained interest that is

significant to the CLO), those management fees and contingent incentive fees have been eliminated as intercompany

transactions. As of June 30, 2025, the Company held $343.7 million of investments in these CLOs which represents its

maximum risk of loss. The Company’s investments in these CLOs are generally subordinated to other interests in the entities

and entitle the Company to receive a pro rata portion of the residual cash flows, if any, from the entities. Investors in the CLOs

have no recourse against the Company for any losses sustained in the CLO structure. The Company’s Consolidated Funds also

include certain investment funds in the Global Private Equity segment that are accounted for as consolidated VIEs due to the

Company providing financing to bridge investment purchases. As of June 30, 2025, the Company held $716.9 million of notes

receivable and investments related to these investment funds which represents its maximum risk of loss. The Company’s

Consolidated Funds also include certain funds in the Global Credit and Carlyle AlpInvest segments that are accounted for as

consolidated VIEs due to the Company having a significant indirect interest in these funds via the Company’s investment in

Fortitude (see Note 4, Investments).

Entities that do not qualify as VIEs are generally assessed for consolidation as voting interest entities. Under the voting

interest entity model, the Company consolidates those entities it controls through a majority voting interest.

All significant inter-entity transactions and balances of entities consolidated have been eliminated.

Investments in Unconsolidated Variable Interest Entities

The Company holds variable interests in certain VIEs that are not consolidated because the Company is not the primary

beneficiary, including its investments in certain credit vehicles and certain AlpInvest vehicles, as well as its strategic investment

in NGP Management Company, L.L.C. (“NGP Management” and, together with its affiliates, “NGP”). Refer to Note 4,

Investments, for information on the strategic investment in NGP. The Company’s involvement with such entities is in the form

of direct or indirect equity interests and fee arrangements. The maximum exposure to loss represents the loss of assets

recognized by the Company relating to its variable interests in these unconsolidated entities.

Table of Contents

The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

The assets recognized in the Company’s condensed consolidated balance sheets related to the Company’s variable

interests in these non-consolidated VIEs were as follows:

	As of
	June 30,<br><br>2025	December 31,<br><br>2024
	(Dollars in millions)
Investments	$824.5	$942.6
Accrued performance allocations	710.3	580.8
Management fee receivables	76.0	62.4
Total	$1,610.8	$1,585.8

These amounts represent the Company’s maximum exposure to loss related to the unconsolidated VIEs as of June 30,

2025 and December 31, 2024.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make assumptions and

estimates that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of

the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting

period. Management’s estimates are based on historical experiences and other factors, including expectations of future events

that management believes to be reasonable under the circumstances. It also requires management to exercise judgment in the

process of applying the Company’s accounting policies. Assumptions and estimates regarding the valuation of investments and

their resulting impact on performance allocations and incentive fees involve a higher degree of judgment and complexity and

these assumptions and estimates may be significant to the condensed consolidated financial statements and the resulting impact

on performance allocations and incentive fees. Actual results could differ from these estimates and such differences could be

material.

Revenue Recognition

The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers. Revenue is

recognized when the Company transfers promised goods or services to customers in an amount that reflects the consideration to

which the Company expects to be entitled in exchange for those goods or services. ASC 606 includes a five-step framework

that requires an entity to: (i) identify the contract(s) with a customer, which includes assessing the collectability of the

consideration to which it will be entitled in exchange for the goods or services transferred to the customer, (ii) identify the

performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the

performance obligations in the contract, and (v) recognize revenue when the entity satisfies a performance obligation.

The Company accounts for performance allocations that represent a performance-based capital allocation from fund

limited partners to the Company (commonly known as “carried interest”) as earnings from financial assets within the scope of

ASC 323, Investments—Equity Method and Joint Ventures, and therefore are not in the scope of ASC 606. In accordance with

ASC 323, the Company records equity method income (losses) as a component of investment income based on the change in its

proportionate claim on net assets of the investment fund, including performance allocations, assuming the investment fund was

liquidated as of each reporting date pursuant to each fund’s governing agreements. See Note 4, Investments, for additional

information on the components of investments and investment income. Performance fees that do not meet the definition of

performance-based capital allocations are in the scope of ASC 606 and are included in incentive fees in the condensed

consolidated statements of operations. The calculation of unrealized performance revenues utilizes investment valuations of the

funds’ underlying investments, which are derived using the policies, methodologies and templates prepared by the Company’s

valuation group, as described in Note 3, Fair Value Measurement.

While the determination of who is the customer in a contractual arrangement will be made on a contract-by-contract

basis, the customer will generally be the investment fund for the Company’s significant management and advisory contracts.

The customer determination impacts the Company’s analysis of the accounting for contract costs.

Table of Contents

The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

Fund Management Fees

The Company provides management services to funds in which it holds a general partner interest or to funds or certain

portfolio companies with which it has an investment advisory or investment management agreement. The Company considers

the performance obligations in its contracts with its funds to be the promise to provide (or to arrange for third parties to provide)

investment management services related to the management, policies and operations of the funds.

As it relates to the Company’s performance obligation to provide investment management services, the Company

typically satisfies this performance obligation over time as the services are rendered, as the funds simultaneously receive and

consume the benefits provided as the Company performs the service. The transaction price is the amount of consideration to

which the Company expects to be entitled in exchange for transferring the promised services to the funds. Management fees

earned from each investment management contract over the contract life represent variable consideration because the

consideration the Company is entitled to varies based on fluctuations in the basis for the management fee, for example fund net

asset value (“NAV”) or assets under management (“AUM”). Given that the management fee basis is susceptible to market

factors outside of the Company’s influence, management fees are constrained and, therefore, estimates of future period

management fees are generally not included in the transaction price. Revenue recognized for the investment management

services provided is generally the amount determined at the end of the period because that is when the uncertainty for that

period is resolved.

For closed-end carry funds in the Global Private Equity segment, management fees generally range from 1.0% to 2.0% of

limited partners’ capital commitments during the fund’s commitment period. For closed-end carry funds in the Global Credit

segment, management fees generally range from 1.0% to 2.0% of limited partners’ invested capital. Following the expiration or

termination of the investment period, management fees generally are based on the lower of cost or fair value of invested capital

and the rate charged may also be reduced. These terms may vary for certain separately managed accounts, longer-dated carry

funds, and other closed-end funds. The Company will receive management fees during a specified period of time, which is

generally ten years from the initial closing date, or, in some instances, from the final closing date, but such termination date

may be earlier in certain limited circumstances or later if extended for successive one-year periods, typically up to a maximum

of two years. Depending upon the contracted terms of investment advisory or investment management and related agreements,

these fees are generally called semi-annually in advance and are recognized as earned over the subsequent six month period.

For certain longer-dated carry funds and certain other closed-end funds, management fees are called quarterly over the life of

the funds.

Within the Global Credit segment, for CLOs and other structured products, management fees generally range from 0.4%

to 0.5% based on the total par amount of assets or the aggregate principal amount of the notes in the CLO and are generally due

quarterly in arrears based on the terms and recognized over the respective period. Management fees for the CLOs and other

structured products are governed by indentures and collateral management agreements. The Company will receive management

fees for the CLOs, generally five to ten years after issuance, including after the CLO redemption date until all eligible assets are

disposed of or at such time the collateral manager waives fees at its discretion. Management fees for the business development

companies are due quarterly in arrears at annual rates that range from 1.0% of capital under management to 1.5% of gross

assets, excluding cash and cash equivalents. Management fees for CTAC are due monthly in arrears at the annual rate of 1.0%

of the month-end value of the CTAC’s net assets. Carlyle Aviation Partners’ funds have varying management fee arrangements

depending on the strategy of the particular fund. Under the strategic advisory services agreement with Fortitude, the Company

earns a recurring management fee based on Fortitude’s general account assets, which adjusts within an agreed upon range based

on Fortitude’s overall profitability and is due quarterly in arrears. Management fees for certain of our perpetual capital

strategies and separately managed accounts in Global Credit have annual rates that generally range from 0.10% to 0.75%, which

are charged based on invested capital or the fair value of the underlying assets, though management fee arrangements vary

depending on the strategy of the particular account.

Management fees for the Company’s carry fund vehicles in the Carlyle AlpInvest segment generally range from 0.25% to

1.5% of the vehicle’s capital commitments during the commitment fee period of the relevant fund. Following the expiration of

the commitment fee period, the management fees generally range from 0.25% to 1.5% on (i) the net invested capital, (ii) the

lower of cost or net asset value of the capital invested, or (iii) the net asset value for unrealized investments. Management fees

for the Carlyle AlpInvest carry fund vehicles are generally due quarterly in advance and recognized over the related quarter.

The investment advisers to the CAPM funds are entitled to receive a monthly management fee equal to 1.25% on an annualized

basis of the fund’s net asset value as of the last day of the month.

Table of Contents

The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

The Company also provides transaction advisory and portfolio advisory services to the portfolio companies, and where

covered by separate contractual agreements, recognizes fees for these services when the performance obligation has been

satisfied and collection is reasonably assured. The Company is generally required to offset its fund management fees earned

from the funds that have invested in the portfolio companies to which the service has been provided by a percentage of the

transaction and advisory fees allocable to those funds. This amount is referred to as the “rebate offset,” and is generally 100%.

Transaction and advisory fees allocable to funds that do not pay fund management fees do not have a rebate offset. The

Company also recognizes underwriting fees from the Company’s loan syndication and capital markets business, Carlyle Global

Capital Markets. Fund management fees include transaction and portfolio advisory fees, as well as capital markets fees, of

$45.8 million and $26.2 million for the three months ended June 30, 2025 and 2024, respectively, and $122.5 million and

$50.0 million for the six months ended June 30, 2025 and 2024, respectively, net of rebate offsets as defined in the respective

fund limited partnership agreements.

Fund management fees exclude the reimbursement of any partnership expenses paid by the Company on behalf of the

Carlyle funds pursuant to the limited partnership agreements, including amounts related to the pursuit of actual, proposed, or

unconsummated investments, professional fees, expenses associated with the acquisition, holding and disposition of

investments, and other fund administrative expenses. For the professional fees that the Company arranges for the investment

funds, the Company concluded that the nature of its promise is to arrange for the services to be provided and it does not control

the services provided by third parties before they are transferred to the customer. Therefore, the Company concluded it is acting

in the capacity of an agent. Accordingly, the reimbursement for these professional fees paid on behalf of the investment funds is

presented on a net basis in general, administrative and other expenses in the condensed consolidated statements of operations.

The Company also incurs certain costs, primarily employee travel and entertainment costs, employee compensation and

systems costs, for which it receives reimbursement from the investment funds in connection with its performance obligation to

provide investment and management services. For reimbursable travel, compensation and systems costs, the Company

concluded it controls the services provided by its employees and the resources used to develop applicable systems before they

are transferred to the customer and therefore is a principal. Accordingly, the reimbursement for these costs incurred by the

Company to manage the fund limited partnerships are presented on a gross basis in interest and other income in the condensed

consolidated statements of operations and the expense in general, administrative and other expenses or cash-based

compensation and benefits expenses in the condensed consolidated statements of operations.

Incentive Fees

The Company is also entitled to receive performance-based incentive fees when the return on assets under management

exceeds certain benchmark returns or other performance targets. In such arrangements, incentive fees are recognized when the

performance benchmark has been achieved. Incentive fees are variable consideration because they are contingent upon the

investment vehicle achieving stipulated investment return hurdles. Investment returns are highly susceptible to market factors

outside of the Company’s influence. Accordingly, incentive fees are constrained until all uncertainty is resolved. Estimates of

future period incentive fees are generally not included in the transaction price because these estimates are constrained. The

transaction price for incentive fees is generally the amount determined at the end of each accounting period to which they relate

because that is when the uncertainty for that period is resolved, as these fees are not subject to clawback.

Investment Income (Loss), including Performance Allocations

Investment income (loss) represents the unrealized and realized gains and losses resulting from the Company’s equity

method investments, including any associated general partner performance allocations, and other principal investments,

including CLOs.

General partner performance allocations consist of the allocation of profits from certain of the funds to which the

Company is entitled (commonly known as carried interest).

For closed-end carry funds in the Global Private Equity and Global Credit segments, the Company is generally entitled to

a 20% allocation (or approximately 2% to 12.5% for most of the Carlyle AlpInvest segment carry fund vehicles) of the net

realized income or gain as a carried interest after returning the invested capital, the allocation of preferred returns of generally

7% to 9% and return of certain fund costs (generally subject to catch-up provisions as set forth in the fund limited partnership

agreement). These terms may vary on longer-dated funds, certain credit funds, and external co-investment vehicles. Carried

interest is recognized upon appreciation of the funds’ investment values above certain return hurdles set forth in each respective

Table of Contents

The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

partnership agreement. The Company recognizes revenues attributable to performance allocations based upon the amount that

would be due pursuant to the fund partnership agreement at each period end as if the funds were terminated at that date.

Accordingly, the amount recognized as investment income for performance allocations reflects the Company’s share of the

gains and losses of the associated funds’ underlying investments measured at their then-current fair values relative to the fair

values as of the end of the prior period. Because of the inherent uncertainty, these estimated values may differ significantly

from the values that would have been used had a ready market for the investments existed, and it is reasonably possible that the

difference could be material.

Carried interest is ultimately realized when: (i) an underlying investment is profitably disposed of, (ii) certain costs borne

by the limited partner investors have been reimbursed, (iii) the fund’s cumulative returns are in excess of the preferred return,

and (iv) the Company has decided to collect carry rather than return additional capital to limited partner investors. Realized

carried interest may be required to be returned by the Company in future periods if the fund’s investment values decline below

certain levels. When the fair value of a fund’s investments remains constant or falls below certain return hurdles, previously

recognized performance allocations are reversed. In all cases, each fund is considered separately in this regard, and for a given

fund, performance allocations can never be negative over the life of a fund. If upon a hypothetical liquidation of a fund’s

investments at their then-current fair values, previously recognized and distributed carried interest would be required to be

returned, a liability is established for the potential giveback obligation. As of June 30, 2025 and December 31, 2024, the

Company accrued $44.6 million and $44.0 million, respectively, for giveback obligations.

Principal investment income (loss) is realized when the Company redeems all or a portion of its investment or when the

Company receives or is due cash income, such as dividends or distributions. Unrealized principal investment income (loss)

results from the Company’s proportionate share of the investee’s unrealized earnings, including changes in the fair value of the

underlying investment, as well as the reversal of unrealized gain (loss) at the time an investment is realized. As it relates to the

Company’s investments in NGP (see Note 4, Investments), principal investment income includes the related amortization of the

basis difference between the Company’s carrying value of its investment and the Company’s share of underlying net assets of

the investee, as well as the compensation expense associated with compensatory arrangements provided by the Company to

employees of its equity method investee, and impairment charges.

Interest Income

Interest income is recognized when earned. For debt securities representing non-investment grade beneficial interests in

securitizations, the effective yield is determined based on the estimated cash flows of the security. Changes in the effective

yield of these securities due to changes in estimated cash flows are recognized on a prospective basis as adjustments to interest

income in future periods. Interest income earned by the Company is included in interest and other income in the accompanying

condensed consolidated statements of operations. Interest income of the Consolidated Funds was $142.5 million and $149.3

million for the three months ended June 30, 2025 and 2024, respectively, and $265.5 million and $291.9 million for the six

months ended June 30, 2025 and 2024, respectively, and is included in interest and other income of Consolidated Funds in the

accompanying condensed consolidated statements of operations.

Credit Losses

The Company measures all expected credit losses for financial assets held at the reporting date in accordance with ASC

326, Financial Instruments—Credit Losses, based on historical experience, current conditions, and reasonable and supportable

forecasts. The Company assesses the collection risk characteristics of the outstanding amounts in its due from affiliates balance

into the following pools of receivables:

•Reimbursable fund expenses receivables,

•Management fee receivables,

•Incentive fee receivables,

•Transaction fee receivables,

•Portfolio fee receivables, and

•Notes receivable.

The Company generally utilizes either historical credit loss information or discounted cash flows to calculate expected

credit losses for each pool. The Company’s receivables are predominantly with its investment funds, which have low risk of

credit loss based on the Company’s historical experience. Historical credit loss data may be adjusted for current conditions and

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The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

reasonable and supportable forecasts, including the Company’s expectation of near-term realization based on the liquidity of the

affiliated investment funds.

Compensation and Benefits

Cash-Based Compensation and Benefits – Cash-based compensation and benefits includes salaries, bonuses

(discretionary awards and guaranteed amounts), performance payment arrangements and benefits paid and payable to Carlyle

employees. Bonuses are accrued over the service period to which they relate.

Equity-Based Compensation – Compensation expense relating to the issuance of equity-based awards is measured at fair

value on the grant date. The compensation expense for awards that vest over a future service period is recognized over the

relevant service period on a straight-line basis. The compensation expense for awards that do not require future service is

recognized immediately. Cash settled equity-based awards are classified as liabilities and are re-measured at the end of each

reporting period. The compensation expense for awards that contain performance conditions is recognized when it is probable

that the performance conditions will be achieved. The compensation expense for awards that contain market conditions is based

on a grant-date fair value that factors in the probability that the market conditions will be achieved and is recognized over the

requisite service period on a straight-line basis.

Certain equity-based awards contain dividend-equivalent rights, which are subject to the same terms and conditions,

including with respect to vesting and settlement, that apply to the related award. Dividend-equivalents are accounted for as a

reclassification from retained earnings to additional paid-in capital at the time dividends are declared and do not result in

incremental compensation expense.

Equity-based awards issued to non-employees are generally recognized as general, administrative and other expenses,

except to the extent they are recognized as part of the Company’s equity method earnings because they are issued to employees

of equity method investees.

The Company recognizes equity-based award forfeitures in the period they occur as a reversal of previously recognized

compensation expense for awards that vest based on service and/or performance conditions. The reduction in compensation

expense is determined based on the specific awards forfeited during that period. Furthermore, the Company recognizes all

excess tax benefits and deficiencies as income tax benefit or expense in the condensed consolidated statements of operations.

For awards with a market condition (e.g., achievement of certain stock price hurdles) that are forfeited due to the market

condition not being achieved, the related equity-based compensation expense is not reversed.

Performance Allocations and Incentive Fee Related Compensation – A portion of the performance allocations and

incentive fees and certain other interests earned is due to employees and advisors of the Company. These amounts are

accounted for as profit sharing interests in compensation expense in a systematic and rational manner in conjunction with the

recognition of the related performance allocations and incentive fee revenue and, until paid, are recognized as a component of

the accrued compensation and benefits liability. The liability is measured assuming the hypothetical liquidation of the

associated funds’ underlying investments as of the measurement date. Accordingly, upon a reversal of performance allocations

or incentive fee revenue, the related compensation expense, if any, is also reversed. As any vesting requirement is accelerated

upon realization, the service period is not considered substantive when recording the liability based on the hypothetical

liquidation value. As of June 30, 2025 and December 31, 2024, the Company recorded a liability of $5.1 billion and

$4.8 billion, respectively, related to the portion of accrued performance allocations and incentive fees due to employees and

advisors, which was included in accrued compensation and benefits in the accompanying condensed consolidated balance

sheets.

Income Taxes

The Carlyle Group Inc. is a corporation for U.S. federal income tax purposes and thus is subject to U.S. federal, state and

local corporate income taxes. Tax positions taken by the Company are subject to periodic audit by U.S. federal, state, local and

foreign taxing authorities. The interim provision for income taxes is calculated using the discrete effective tax rate method as

allowed by ASC 740, Accounting for Income Taxes. The discrete method is applied when the application of the estimated

annual effective tax rate is impractical because it is not possible to reliably estimate the annual effective tax rate. In addition, the

discrete method treats the year-to-date period as if it was the annual period and determines the income tax expense or benefit on

that basis.

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The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred

tax assets and liabilities for the expected future consequences of events that have been included in the financial statements or

tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial

statement reporting and the tax basis of assets and liabilities using enacted tax rates in effect for the period in which the

difference is expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the

period of the change in the provision for income taxes. Further, deferred tax assets are recognized for the expected realization of

available net operating loss and tax credit carry forwards. A valuation allowance is recorded on the Company’s gross deferred

tax assets when it is “more likely than not” that such asset will not be realized. When evaluating the realizability of the

Company’s deferred tax assets, all evidence, both positive and negative, is evaluated. Items considered in this analysis include

the ability to carry back losses, the reversal of temporary differences, tax planning strategies, and expectations of future

earnings. The Company accounts for the valuation allowance assessment on its deferred tax assets and without regard to the

Company’s potential future corporate alternative minimum tax (“CAMT”) status or global minimum tax status under the Pillar

Two Global Anti-Base Erosion (“GloBE”) model rules of the Organization for Economic Co-operation and Development

(“OECD”). Therefore, the Company accounts for CAMT and the global minimum tax in the period as incurred. Lastly, the

Company accounts for the tax on global intangible low-taxed income (“GILTI”) as incurred and therefore has not recorded

deferred taxes related to GILTI on its foreign subsidiaries.

Under U.S. GAAP for income taxes, the amount of tax benefit to be recognized is the amount of benefit that is “more

likely than not” to be sustained upon examination. The Company analyzes its tax filing positions in all of the U.S. federal, state,

local and foreign tax jurisdictions where it is required to file income tax returns, as well as for all open tax years in these

jurisdictions. If, based on this analysis, the Company determines that uncertainties in tax positions exist, a liability is

established, which is included in accounts payable, accrued expenses and other liabilities in the condensed consolidated

financial statements. The Company recognizes accrued interest and penalties related to unrecognized tax positions in the

provision for income taxes. If recognized, the entire amount of unrecognized tax positions would be recorded as a reduction in

the provision for income taxes.

Non-controlling Interests

Non-controlling interests in consolidated entities represent the component of equity in consolidated entities held by third-

party investors. These interests are adjusted for general partner allocations which occur during the reporting period. Any change

in ownership of a subsidiary while the controlling financial interest is retained is accounted for as an equity transaction between

the controlling and non-controlling interests. Transaction costs incurred in connection with such changes in ownership of a

subsidiary are recorded as a direct charge to equity.

Earnings Per Common Share

The Company computes earnings per common share in accordance with ASC 260, Earnings Per Share. Basic earnings

per common share is calculated by dividing net income (loss) attributable to the common shares of the Company by the

weighted-average number of common shares outstanding for the period. Diluted earnings per common share reflects the

assumed conversion of all dilutive securities. The Company applies the treasury stock method to determine the dilutive

weighted-average common shares outstanding for certain equity-based compensation awards. For certain equity-based

compensation awards that contain performance or market conditions, the number of contingently issuable common shares is

included in diluted earnings per common share based on the number of common shares, if any, that would be issuable under the

terms of the awards if the end of the reporting period were the end of the contingency period, if the result is dilutive.

Fair Value of Financial Instruments

The underlying entities that the Company manages and invests in (and in certain cases, consolidates) are primarily

investment companies which account for their investments at estimated fair value.

The fair value measurement accounting guidance under ASC 820, Fair Value Measurement, establishes a hierarchical

disclosure framework which ranks the observability of market price inputs used in measuring financial instruments at fair value.

The observability of inputs is impacted by a number of factors, including the type of financial instrument, the characteristics

specific to the financial instrument and the state of the marketplace, including the existence and transparency of transactions

between market participants. Financial instruments with readily available quoted prices, or for which fair value can be measured

Table of Contents

The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

from quoted prices in active markets, will generally have a higher degree of market price observability and a lesser degree of

judgment applied in determining fair value.

Financial instruments measured and reported at fair value are classified and disclosed based on the observability of inputs

used in the determination of fair values, as follows:

Level I – inputs to the valuation methodology are quoted prices available in active markets for identical

instruments as of the reporting date. The type of financial instruments in this category include unrestricted

securities, such as equities and derivatives, listed in active markets. The Company does not adjust the quoted price

for these instruments, even in situations where the Company holds a large position and a sale could reasonably

impact the quoted price.

Level II – inputs to the valuation methodology are other than quoted prices in active markets, which are either

directly or indirectly observable as of the reporting date. The types of financial instruments in this category

include less liquid and restricted securities listed in active markets, securities traded in other than active markets,

government and agency securities, and certain over-the-counter derivatives where the fair value is based on

observable inputs.

Level III – inputs to the valuation methodology are unobservable and significant to overall fair value

measurement. The inputs into the determination of fair value require significant management judgment or

estimation. The types of financial instruments in this category include investments in privately-held entities, non-

investment grade residual interests in securitizations, collateralized loan obligations, and certain over-the-counter

derivatives where the fair value is based on unobservable inputs.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such

cases, the determination of which category within the fair value hierarchy is appropriate for any given financial instrument is

based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the

significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to

the financial instrument.

In certain cases, debt and equity securities (including corporate treasury investments) are valued on the basis of prices

from an orderly transaction between market participants provided by reputable dealers or pricing services. In determining the

value of a particular investment, pricing services may use certain information with respect to transactions in such investments,

quotations from dealers, pricing matrices, market transactions in comparable investments and various relationships between

investments.

In the absence of observable market prices, the Company values its investments and its funds’ investments using

valuation methodologies applied on a consistent basis. For some investments little market activity may exist. Management’s

determination of fair value is then based on the best information available in the circumstances and may incorporate

management’s own assumptions and involve a significant degree of judgment, taking into consideration a combination of

internal and external factors, including the appropriate risk adjustments for non-performance and liquidity risks. Investments for

which market prices are not observable include private investments in the equity and debt of operating companies and real

assets, CLO investments and CLO loans payable and fund investments. The valuation technique for each of these investments is

described below:

Investments in Operating Companies and Real Assets – The fair values of private investments in operating companies

and real assets are generally determined by reference to the income approach (including the discounted cash flow

method and the income capitalization method) and the market approach (including the comparable publicly traded

company method and the comparable transaction method). Valuations under these approaches are typically derived by

reference to investment-specific inputs (such as projected cash flows, earnings before interest, taxes, depreciation and

amortization (“EBITDA”), and net operating income) combined with market-based inputs (such as discount rates,

EBITDA multiples and capitalization rates). In many cases, the investment-specific inputs are unaudited at the time

received. Management may also adjust the market-based inputs to account for differences between the subject

investment and the companies, assets or investments used to derive the market-based inputs. Adjustments to

observable valuation measures are frequently made upon the initial investment to calibrate the initial investment

valuation to industry observable inputs. Such adjustments are made to align the investment to observable industry

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The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

inputs for differences in size, profitability, projected growth rates, geography, capital structure, and other factors as

applicable. The adjustments are then reviewed with each subsequent valuation to assess how the investment has

evolved relative to the observable inputs. Additionally, the investment may be subject to certain specific risks and/or

development milestones which are also taken into account in the valuation assessment. Option pricing models and

similar tools may also be considered but do not currently drive a significant portion of operating company or real asset

valuations and are used primarily to value warrants, derivatives, certain restrictions and other atypical investment

instruments.

Credit-Oriented Investments – The fair values of credit-oriented investments (including corporate treasury

investments) are generally determined on the basis of prices between market participants provided by reputable dealers

or pricing services. In determining the value of a particular investment, pricing services may use certain information

with respect to transactions in such investments, quotations from dealers, pricing matrices, market transactions in

comparable investments and various relationships between investments. Specifically, for investments in distressed debt

and corporate loans and bonds, the fair values are generally determined by valuations of comparable investments. In

some instances, the Company may utilize other valuation techniques, including the discounted cash flow method.

CLO Investments and CLO Loans Payable – The Company measures the financial liabilities of its consolidated CLOs

based on the fair value of the financial assets of its consolidated CLOs, as the Company believes the fair value of the

financial assets are more observable. The fair values of the CLO loan and bond assets are primarily based on

quotations from reputable dealers or relevant pricing services. In situations where valuation quotations are unavailable,

the assets are valued based on similar securities, market index changes, and other factors. The Company performs

certain procedures to ensure the reliability of the quotations from pricing services for its CLO assets and CLO

structured asset positions, which generally includes corroborating prices with a discounted cash flow analysis.

Generally, the loan and bond assets of the CLOs are not publicly traded and are classified as Level III. The fair values

of the CLO structured asset positions are determined based on both discounted cash flow analyses and third party

quotes. Those analyses consider the position size, liquidity, current financial condition of the CLOs, the third party

financing environment, reinvestment rates, recovery lags, discount rates and default forecasts and are compared to

broker quotations from market makers and third party dealers.

The Company measures the CLO loan payables held by third party beneficial interest holders on the basis of the fair

value of the financial assets of the CLO and the beneficial interests held by the Company. The Company continues to

measure the CLO loans payable that it holds at fair value based on relevant pricing services or discounted cash flow

analyses, as described above.

Fund Investments – The Company’s primary and secondary investments in external funds are generally valued as its

proportionate share of the most recent net asset value provided by the third-party general partners of the underlying

fund partnerships, adjusted for subsequent cash flows received from or distributed to the underlying fund partnerships.

The Company also adjusts for any changes in the market prices of public securities held by the underlying fund

partnerships and may also apply a market adjustment to reflect the estimated change in the fair value of the underlying

fund partnerships’ non-public investments from the date of the most recent net asset value provided by the third-party

general partners.

Investment professionals with responsibility for the underlying investments are responsible for preparing the investment

valuations pursuant to the policies, methodologies and templates prepared by the Company’s valuation group, which is a team

made up of dedicated valuation professionals reporting to the Company’s chief accounting officer. The valuation group is

responsible for maintaining the Company’s valuation policy and related guidance, templates and systems that are designed to be

consistent with the guidance found in ASC 820. These valuations, inputs and preliminary conclusions are reviewed by the fund

management teams. The valuations are then reviewed and approved by the respective fund valuation subcommittees, which

include the respective fund head(s), segment head, chief financial officer and chief accounting officer, as well as members of

the valuation group. The valuation group compiles the aggregate results and significant matters and presents them for review

and approval by the global valuation committee, which includes the Company’s Chief Executive Officer, Chief Risk Officer,

Chief Financial Officer, Chief Accounting Officer, and the business segment heads, and observed by the Chief Compliance

Officer, the Chief Audit Executive, the Company’s Audit Committee and others. Additionally, each quarter a sample of

valuations are reviewed by external valuation firms. Valuations of the funds’ investments are used in the calculation of accrued

performance allocations, or “carried interest.”

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The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

Investments, at Fair Value

Investments include (i) the Company’s ownership interests (typically general partner interests) in the Funds, including the

Company’s investment in Fortitude held through Carlyle FRL (which are accounted for as equity method investments), (ii) the

Company’s investment in NGP (which is accounted for as an equity method investment), (iii) the investments held by the

Consolidated Funds (which are presented at fair value in the Company’s condensed consolidated financial statements), and (iv)

certain credit-oriented investments, including investments in the CLOs and the common shares of Carlyle Secured Lending,

Inc. (“CGBD,” see Note 4, Investments, and Note 9, Related Party Transactions, for more information) which are accounted for

as trading securities.

Upon the sale of a security or other investment, the realized net gain or loss is computed on a weighted average cost

basis, with the exception of the investments held by the CLOs, which compute the realized net gain or loss on a first in, first out

basis. Securities transactions are recorded on a trade date basis.

Equity Method Investments

The Company accounts for all investments in which it has or is otherwise presumed to have significant influence,

including investments in the unconsolidated Funds and the Company’s investment in NGP, using the equity method of

accounting. The carrying value of equity method investments is determined based on amounts invested by the Company,

adjusted for the equity in earnings or losses of the investee (including performance allocations) allocated based on the

respective partnership agreement, less distributions received. The Company evaluates its equity method investments for

impairment whenever events or changes in circumstances indicate that the carrying amounts of such investments may not be

recoverable.

Cash and Cash Equivalents

Cash and cash equivalents include cash held at banks and cash held for distributions, including investments with original

maturities of less than three months when purchased. The Company is subject to credit risk should a financial institution be

unable to fulfil its obligations and if balances held at a financial institution exceed insured limits.

Cash and Cash Equivalents Held at Consolidated Funds

Cash and cash equivalents held at Consolidated Funds consists of cash and cash equivalents held by the Consolidated

Funds, which, although not legally restricted, is not available to fund the general liquidity needs of the Company.

Restricted Cash

Restricted cash primarily represents cash held by the Company’s foreign subsidiaries due to certain government

regulatory capital requirements as well as certain amounts held on behalf of Carlyle funds. As of June 30, 2025 and

December 31, 2024, the Company held restricted cash of $1.1 million and $0.5 million, respectively, which are included in

Deposits and other in the condensed consolidated balance sheets.

Corporate Treasury Investments

Corporate treasury investments represent investments in U.S. Treasury and government agency obligations, commercial

paper, certificates of deposit, other investment grade securities and other investments with original maturities of greater than

three months when purchased. These investments are accounted for as trading securities in which changes in the fair value of

each investment are recorded through investment income (loss). Any interest earned on debt investments is recorded through

interest and other income.

Derivative Instruments

The Company uses derivative instruments primarily to reduce its exposure to changes in foreign currency exchange rates.

Derivative instruments are recognized at fair value in the condensed consolidated balance sheets with changes in fair value

recognized in the condensed consolidated statements of operations for all derivatives not designated as hedging instruments.

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The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

Securities Sold Under Agreements to Repurchase

As it relates to certain European CLOs sponsored by the Company, securities sold under agreements to repurchase

(“Repurchase Agreements”) are accounted for as collateralized financing transactions. The Company provides securities to

counterparties to collateralize amounts borrowed under Repurchase Agreements on terms that permit the counterparties to

repledge or resell the securities to others. As of June 30, 2025, $285.6 million of securities were transferred to counterparties

under Repurchase Agreements and are included within investments in the condensed consolidated balance sheets. Cash

received under Repurchase Agreements is recognized as a liability within debt obligations in the condensed consolidated

balance sheets. See Note 6, Borrowings, for additional information.

Fixed Assets

Fixed assets consist of furniture, fixtures and equipment, leasehold improvements, computer hardware and software, and

fractional shares in corporate aircraft, and are stated at cost, less accumulated depreciation and amortization. Depreciation is

recognized on a straight-line method over the assets’ estimated useful lives, which for leasehold improvements are the lesser of

the lease terms or the life of the asset, and three to seven years for other fixed assets. Fixed assets are reviewed for impairment

whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Leases

The Company accounts for its leases in accordance with ASC 842, Leases, and recognizes a lease liability and right-of-

use (“ROU”) asset in the condensed consolidated balance sheets for contracts that it determines are leases or contain a lease.

The Company’s leases primarily consist of operating leases for office space in various countries around the world. The

Company also has operating leases for office equipment and vehicles, which are not significant. The Company does not

separate non-lease components from lease components for its office space and equipment operating leases and instead accounts

for each separate lease component and its associated non-lease component as a single lease component. ROU assets represent

the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to

make lease payments arising from the leases. The Company’s ROU assets and lease liabilities are recognized at lease

commencement based on the present value of lease payments over the lease term. Lease ROU assets include initial direct costs

incurred by the Company and are presented net of deferred rent and lease incentives. Absent an implicit interest rate in the

lease, the Company uses its incremental borrowing rate, adjusted for the effects of collateralization, based on the information

available at commencement in determining the present value of lease payments. The Company’s lease terms may include

options to extend or terminate the lease when it is reasonably certain that the Company will exercise those options. Lease

expense for lease payments is recognized on a straight-line basis over the lease term. Lease ROU assets are reviewed for

impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.

The Company does not recognize a lease liability or ROU asset on the balance sheet for short-term leases. Instead, the

Company recognizes short-term lease payments as an expense on a straight-line basis over the lease term. A short-term lease is

defined as a lease that, at the commencement date, has a lease term of 12 months or less and does not include an option to

purchase the underlying asset that the lessee is reasonably certain to exercise. When determining whether a lease qualifies as a

short-term lease, the Company evaluates the lease term and the purchase option in the same manner as all other leases.

ROU assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount

of an asset may not be recoverable.

Intangible Assets and Goodwill

The Company’s intangible assets consist of acquired contractual rights to earn future fee income, including management

and advisory fees, customer relationships, and acquired trademarks. Finite-lived intangible assets are amortized over their

estimated useful lives, which range from four to eight years, and are reviewed for impairment whenever events or changes in

circumstances indicate that the carrying amount of the asset may not be recoverable.

Goodwill represents the excess of cost over the identifiable net assets of businesses acquired and is recorded in the

functional currency of the acquired entity. Goodwill is recognized as an asset and is reviewed for impairment annually as of

October 1 and between annual tests when events and circumstances indicate that impairment may have occurred.

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The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

Deferred Revenue

Deferred revenue represents management fees and other revenue received prior to the balance sheet date, which has not

yet been earned. Deferred revenue also includes transaction and portfolio advisory fees received by the Company that are

required to offset fund management fees pursuant to the related fund agreements.

Accumulated Other Comprehensive Income (Loss)

The Company’s accumulated other comprehensive income (loss) comprise foreign currency translation adjustments and

gains and losses on defined benefit plans sponsored by AlpInvest. The components of accumulated other comprehensive

income (loss) as of June 30, 2025 and December 31, 2024 were as follows:

	As of
	June 30,<br><br>2025	December 31,<br><br>2024
	(Dollars in millions)
Currency translation adjustments	$(186.9)	$(327.9)
Unrealized losses on defined benefit plans	(2.6)	(1.9)
Total	$(189.5)	$(329.8)

Foreign Currency Translation

Non-U.S. dollar denominated assets and liabilities are translated at period-end rates of exchange, and the condensed

consolidated statements of operations are translated at rates of exchange in effect throughout the period. Foreign currency gains

(losses) resulting from transactions outside of the functional currency of an entity of $(20.9) million and $0.5 million for the

three months ended June 30, 2025 and 2024, respectively, and $(25.1) million and $1.0 million for the six months ended June

30, 2025 and 2024, respectively, are included in general, administrative and other expenses in the condensed consolidated

statements of operations.

Recent Accounting Pronouncements

The Company considers the applicability and impact of all accounting standard updates (“ASU”) issued by the Financial

Accounting Standards Board (“FASB”). ASUs not listed below were assessed and either determined to be not applicable or

expected to have minimal impact on the Company’s condensed consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosure, which requires disclosure

of disaggregated information about a reporting entity’s effective tax rate reconciliation, using both percentages and reporting

currency amounts for specific standardized categories, as well as disclosure of income taxes paid disaggregated by jurisdiction.

The guidance is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The Company

does not expect the adoption of this guidance to have a material impact on the Company’s condensed consolidated financial

statements.

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses, which requires

disaggregated disclosures of certain categories of expenses on an annual and interim basis including employee compensation,

depreciation, and intangible asset amortization for each income statement line item that contains those expenses. The guidance

is effective for annual periods beginning after December 15, 2026 and interim periods beginning after December 15, 2027. The

Company is currently evaluating the impact of adopting this guidance on its condensed consolidated financial statements.

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The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

3. Fair Value Measurement

The following table summarizes the Company’s assets and liabilities measured at fair value on a recurring basis by the

fair value hierarchy levels as disclosed in Note 2, Summary of Significant Accounting Policies, as of June 30, 2025:

(Dollars in millions)	Level I	Level II	Level III	Total
Assets
Investments of Consolidated Funds(1):
Equity securities(2)	$—	$—	$910.1	$910.1
Bonds	—	—	569.7	569.7
Loans	—	—	7,964.7	7,964.7
	—	—	9,444.5	9,444.5
Investments in CLOs and other:
Investments in CLOs	—	—	366.9	366.9
Other investments(3)	74.0	21.1	66.3	161.4
	74.0	21.1	433.2	528.3
Foreign currency forward contracts	—	9.0	—	9.0
Subtotal	$74.0	$30.1	$9,877.7	$9,981.8
Investments measured at net asset value				420.5
Total				$10,402.3
Liabilities
Loans payable of Consolidated Funds(4)(5)	$—	$—	$7,923.0	$7,923.0
Foreign currency forward contracts	—	13.2	—	13.2
Total	$—	$13.2	$7,923.0	$7,936.2

(1)This balance excludes $413.1 million of Investments of Consolidated Funds that are included in Investments measured at net asset

value, which relate to certain consolidated investment fund of funds in the Company’s Carlyle AlpInvest segment.

(2)This balance includes $739.7 million related to investments that have been bridged by the Company to investment funds and are

accounted for as consolidated VIEs as of June 30, 2025.

(3)The Level III balance excludes $56.1 million related to three corporate investments in equity securities which the Company has

elected to account for under the measurement alternative for equity securities without readily determinable fair values pursuant to

ASC 321, Investments–Equity Securities. As a non-recurring fair value measurement, the fair value of these equity securities is

excluded from the tabular Level III rollforward disclosures.

(4)Senior and subordinated notes issued by CLO vehicles are valued based on the more observable fair value of the CLO financial

assets, less (i) the fair value of any beneficial interest held by the Company and (ii) the carrying value of any beneficial interests that

represent compensation for services.

(5)Loans payable of Consolidated Funds balance excludes a $133.1 million revolving credit balance.

Table of Contents

The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

The following table summarizes the Company’s assets and liabilities measured at fair value on a recurring basis by the

above fair value hierarchy levels as of December 31, 2024:

(Dollars in millions)	Level I	Level II	Level III	Total
Assets
Investments of Consolidated Funds(1):
Equity securities(2)	$—	$—	$572.0	$572.0
Bonds	—	—	465.1	465.1
Loans	—	—	6,431.4	6,431.4
Other	—	1.3	—	1.3
	—	1.3	7,468.5	7,469.8
Investments in CLOs and other:
Investments in CLOs	—	—	378.9	378.9
Other investments(3)	40.4	21.5	85.1	147.0
	40.4	21.5	464.0	525.9
Subtotal	$40.4	$22.8	$7,932.5	$7,995.7
Investments measured at net asset value				320.7
Total				$8,316.4
Liabilities
Loans payable of Consolidated Funds(4)(5)	$—	$—	$6,809.1	$6,809.1
Foreign currency forward contracts	—	0.6	—	0.6
Total	$—	$0.6	$6,809.1	$6,809.7

(1)This balance excludes $312.6 million of Investments of Consolidated Funds that are included in Investments measured at net asset

value, which relate to certain consolidated investment fund of funds in the Company’s Carlyle AlpInvest segment.

(2)This balance includes $441.9 million related to investments that have been bridged by the Company to investment funds and are

accounted for as consolidated VIEs as of December 31, 2024.

(3)The Level III balance excludes $55.4 million related to three corporate investments in equity securities which the Company has

elected to account for under the measurement alternative for equity securities without readily determinable fair values pursuant to

ASC 321, Investments–Equity Securities. As a non-recurring fair value measurement, the fair value of these equity securities is

excluded from the tabular Level III rollforward disclosures.

(4)Senior and subordinated notes issued by CLO vehicles are valued based on the more observable fair value of the CLO financial

assets, less (i) the fair value of any beneficial interests held by the Company and (ii) the carrying value of any beneficial interests that

represent compensation for services.

(5)Loans payable of Consolidated Funds balance excludes a $55.1 million revolving credit balance.

Table of Contents

The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

The changes in financial instruments measured at fair value for which the Company has used Level III inputs to

determine fair value are as follows (Dollars in millions):

	Financial Assets
	Three Months Ended June 30, 2025
	Investments of Consolidated Funds
	Equity<br><br>securities	Bonds	Loans	Investments in<br><br>CLOs	Other<br><br>investments	Total
Balance, beginning of period	$821.7	$495.8	$7,632.6	$365.5	$63.7	$9,379.3
Deconsolidation of funds(1)	—	(76.6)	(424.0)	23.2	—	(477.4)
Purchases	74.6	226.8	1,293.4	2.1	22.2	1,619.1
Sales and distributions	(19.5)	(111.7)	(386.5)	(45.6)	(20.0)	(583.3)
Settlements	—	(0.6)	(350.2)	—	—	(350.8)
Realized and unrealized gains (losses), net
Included in earnings	33.3	(0.6)	(50.0)	1.8	0.4	(15.1)
Included in other comprehensive income	—	36.6	249.4	19.9	—	305.9
Balance, end of period	$910.1	$569.7	$7,964.7	$366.9	$66.3	$9,877.7
Changes in unrealized gains (losses) included in earnings<br><br>related to financial assets still held at the reporting date	$32.8	$(1.3)	$(52.4)	$4.3	$0.6	$(16.0)
Changes in unrealized gains (losses) included in other<br><br>comprehensive income related to financial assets still held at<br><br>the reporting date	$—	$27.9	$199.9	$18.9	$—	$246.7
	Financial Assets
	Six Months Ended June 30, 2025
	Investments of Consolidated Funds
	Equity<br><br>securities	Bonds	Loans	Investments in<br><br>CLOs	Other<br><br>investments	Total
Balance, beginning of period	$572.0	$465.1	$6,431.4	$378.9	$85.1	$7,932.5
Initial consolidation/deconsolidation of funds(2)	—	(52.6)	(256.1)	24.2	—	(284.5)
Transfer out related to the Exchange(3)	—	—	—	—	(50.4)	(50.4)
Purchases	327.8	283.2	3,518.7	3.2	60.0	4,192.9
Sales and distributions	(28.5)	(184.3)	(1,330.4)	(81.8)	(31.2)	(1,656.2)
Settlements	—	(0.6)	(709.1)	—	—	(709.7)
Realized and unrealized gains (losses), net
Included in earnings	38.8	3.9	(60.9)	13.8	2.8	(1.6)
Included in other comprehensive income	—	55.0	371.1	28.6	—	454.7
Balance, end of period	$910.1	$569.7	$7,964.7	$366.9	$66.3	$9,877.7
Changes in unrealized gains (losses) included in earnings<br><br>related to financial assets still held at the reporting date	$37.3	$1.4	$(54.2)	$14.5	$5.7	$4.7
Changes in unrealized gains (losses) included in other<br><br>comprehensive income related to financial assets still held at<br><br>the reporting date	$—	$34.5	$266.8	$28.6	$—	$329.9

(1)As a result of the deconsolidation of one fund during the three months ended June 30, 2025.

(2)As a result of the initial consolidation of one fund and deconsolidation of two funds during the six months ended June 30, 2025.

(3)Represents the exchange of the BDC Preferred Shares, which were valued using Level III inputs, for common shares of CGBD, which

are valued using Level I inputs. See Note 9, Related Party Transactions, for more information.

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The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

	Financial Assets
	Three Months Ended June 30, 2024
	Investments of Consolidated Funds
	Equity<br><br>securities	Bonds	Loans	Investments in<br><br>CLOs	Other<br><br>investments	Total
Balance, beginning of period	$387.3	$500.4	$6,064.9	$520.8	$93.2	$7,566.6
Purchases	38.2	71.7	2,279.7	—	7.2	2,396.8
Sales and distributions	(4.0)	(70.0)	(801.2)	(36.5)	—	(911.7)
Settlements	—	—	(520.7)	—	—	(520.7)
Realized and unrealized gains (losses), net
Included in earnings	(1.5)	(9.7)	20.7	10.7	8.2	28.4
Included in other comprehensive income	—	(2.9)	(19.4)	(0.4)	—	(22.7)
Balance, end of period	$420.0	$489.5	$7,024.0	$494.6	$108.6	$8,536.7
Changes in unrealized gains (losses) included in earnings<br><br>related to financial assets still held at the reporting date	$(4.6)	$(6.5)	$20.9	$10.7	$8.2	$28.7
Changes in unrealized gains (losses) included in other<br><br>comprehensive income related to financial assets still held at<br><br>the reporting date	$—	$(2.6)	$(18.6)	$(0.4)	$—	$(21.6)
	Financial Assets
	Six Months Ended June 30, 2024
	Investments of Consolidated Funds
	Equity<br><br>securities	Bonds	Loans	Investments in<br><br>CLOs	Other<br><br>investments	Total
Balance, beginning of period	$377.6	$522.5	$5,862.1	$532.6	$84.6	$7,379.4
Purchases	63.0	118.1	3,677.1	1.0	7.2	3,866.4
Sales and distributions	(10.1)	(142.8)	(1,530.7)	(60.5)	(0.9)	(1,745.0)
Settlements	—	—	(985.4)	—	—	(985.4)
Realized and unrealized gains (losses), net
Included in earnings	(10.5)	5.9	93.5	25.9	17.7	132.5
Included in other comprehensive income	—	(14.2)	(92.6)	(4.4)	—	(111.2)
Balance, end of period	$420.0	$489.5	$7,024.0	$494.6	$108.6	$8,536.7
Changes in unrealized gains (losses) included in earnings<br><br>related to financial assets still held at the reporting date	$(13.0)	$8.6	$85.6	$25.9	$16.8	$123.9
Changes in unrealized gains (losses) included in other<br><br>comprehensive income related to financial assets still held at<br><br>the reporting date	$—	$(11.2)	$(72.6)	$(4.4)	$—	$(88.2)

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The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

	Financial Liabilities
	Loans Payable of Consolidated Funds
	Three Months Ended June 30,
	2025	2024
Balance, beginning of period	$7,680.3	$6,352.3
Deconsolidation of funds(1)	(473.9)	—
Borrowings	1,430.2	3,000.2
Paydowns	(599.5)	(258.7)
Sales	(346.7)	(1,453.2)
Realized and unrealized (gains) losses, net
Included in earnings	(40.5)	5.8
Included in other comprehensive income	273.1	(23.0)
Balance, end of period	$7,923.0	$7,623.4
Changes in unrealized (gains) losses included in earnings related to<br><br>financial liabilities still held at the reporting date	$(17.3)	$7.1
Changes in unrealized (gains) losses included in other comprehensive<br><br>income related to financial liabilities still held at the reporting date	$262.5	$(27.1)
	Financial Liabilities
	Loans Payable of Consolidated Funds
	Six Months Ended June 30,
	2025	2024
Balance, beginning of period	$6,809.1	$6,298.6
Initial consolidation/deconsolidation of funds(2)	(280.1)	—
Borrowings	2,212.3	3,546.9
Paydowns	(841.6)	(466.4)
Sales	(353.2)	(1,741.9)
Realized and unrealized (gains) losses, net
Included in earnings	(39.3)	95.2
Included in other comprehensive income	415.8	(109.0)
Balance, end of period	$7,923.0	$7,623.4
Changes in unrealized (gains) losses included in earnings related to<br><br>financial liabilities still held at the reporting date	$(5.0)	$101.7
Changes in unrealized (gains) losses included in other comprehensive<br><br>income related to financial liabilities still held at the reporting date	$395.8	$(123.6)

(1) As a result of the deconsolidation of one fund during the three months ended June 30, 2025.

(2) As a result of the initial consolidation of one fund and deconsolidation of one fund during the six months ended June 30,

2025.

Realized and unrealized gains and losses included in earnings for Level III investments for investments in CLOs and

other investments are included in investment income (loss), and such gains and losses for investments of Consolidated Funds

and loans payable of the Consolidated Funds are included in net investment gains (losses) of Consolidated Funds in the

condensed consolidated statements of operations.

Gains and losses included in other comprehensive income for all Level III financial asset and liabilities are included in

accumulated other comprehensive loss and non-controlling interests in consolidated entities.

The following table summarizes quantitative information about the Company’s Level III inputs as of June 30, 2025:

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The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

	Fair Value at	Unobservable Input(s)	Range<br><br>(Weighted Average)	Impact to<br><br>Valuation<br><br>from Increase<br><br>in Input
(Dollars in millions)	June 30, 2025
Assets
Investments of Consolidated<br><br>Funds:
Equity securities	2.0	Indicative Quotes ($ per share)	0.00 - 22.93 (0.14)	Higher
	717.8	Discount Rates	8% - 17% (11%)	Lower
		Terminal Growth Rate	0% - 9% (4%)	Higher
		EBITDA Multiple	4.9x - 21.7x (12.0x)	Higher
		TCF Multiple	28.1x - 28.1x (28.1x)	Higher
	96.0	Discount Rates	7% - 40% (19%)	Lower
		Constant Prepayment Rate	6% - 14% (8%)	Lower
		Constant Default Rate	1% - 3% (2%)	Lower
		Recovery Rate	0% - 40% (25%)	Higher
	94.3	N/A	N/A	N/A
Bonds	569.7	Indicative Quotes (% of Par)	25 - 106 (95)	Higher
Loans	7,817.5	Indicative Quotes (% of Par)	0 - 102 (97)	Higher
	141.6	Discount Rates	7% - 17% (10%)	Lower
	4.1	Discount Rates	14% - 14% (14%)	Lower
		Constant Prepayment Rate	8% - 14% (11%)	Lower
		Constant Default Rate	1% - 1% (1%)	Lower
		Recovery Rate	0% - 0% (0%)	Higher
	1.5	N/A	N/A	N/A
	9,444.5
Investments in CLOs:
Senior secured notes	313.7	Indicative Quotes (% of Par)	84 - 101 (99)	Higher
		Discount Margins (Basis<br><br>Points)	80 - 1,349 (214)	Lower
		Default Rates	2% - 2% (2%)	Lower
		Recovery Rates	60% - 60% (60%)	Higher
Subordinated notes and<br><br>preferred shares	53.2	Indicative Quotes (% of Par)	0 - 100 (67)	Higher
		Discount Rates	8% - 31% (15%)	Lower
		Default Rates	2% - 2% (2%)	Lower
		Recovery Rates	60% - 60% (60%)	Higher
Other investments:
Aviation subordinated<br><br>notes	9.1	Discount Rates	21% - 21% (21%)	Lower
Loans	39.8	Indicative Quotes (% of Par)	96 - 100 (98)	Higher
		Discount Rates	7% - 12% (10%)	Lower
	17.4	N/A	N/A	Higher
Total	9,877.7
Liabilities
Loans payable of Consolidated<br><br>Funds:
Senior secured notes	7,657.1	N/A	N/A	N/A
Subordinated notes and<br><br>preferred shares	265.9	Indicative Quotes (% of Par)	12 - 100 (59)	Higher
		Discount Rates	(2)% - 36% (12%)	Lower
		Default Rates	1% - 2% (2%)	Lower
		Recovery Rates	60% - 60% (60%)	Higher
Total	7,923.0

All values are in US Dollars.

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The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

(1)Fair value approximates transaction price that was in close proximity to the reporting date.

(2)Senior and subordinated notes issued by CLO vehicles are classified based on the more observable fair value of the CLO financial assets,

less (i) the fair value of any beneficial interests held by the Company and (ii) the carrying value of any beneficial interests that represent

compensation for services.

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The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

The following table summarizes quantitative information about the Company’s Level III inputs as of December 31, 2024:

	Fair Value at	Unobservable Input(s)	Range<br><br>(Weighted Average)	Impact to<br><br>Valuation<br><br>from<br><br>Increase in<br><br>Input
(Dollars in millions)	December 31, 2024
Assets
Investments of Consolidated<br><br>Funds:
Equity securities	3.9	Indicative Quotes ($ per share)	0.00 - 112.17 (0.01)	Higher
	485.0	Discount Rates	10% - 13% (11%)	Lower
		Terminal Growth Rate	3% - 7% (6%)	Higher
		EBITDA Multiple	7.7x - 23.2x (12.8x)	Higher
		TCF Multiple	26.0x - 26.0x (26.0x)	Higher
	38.2	Discount Rates	14% - 34% (18%)	Lower
		Constant Prepayment Rate	6% - 16% (11%)	Lower
		Constant Default Rate	1% - 4% (2%)	Lower
		Recovery Rate	0% - 40% (17%)	Higher
	44.9	N/A	N/A	N/A
Bonds	465.1	Indicative Quotes (% of Par)	30 - 103 (93)	Higher
Loans	6,408.2	Indicative Quotes (% of Par)	0 - 105 (97)	Higher
	10.2	Discount Rates	9% - 19% (18%)	Lower
	6.4	Discount Rates	16% - 16% (16%)	Lower
		Constant Prepayment Rate	8% - 14% (11%)	Lower
		Constant Default Rate	1% - 1% (1%)	Lower
		Recovery Rate	0% - 0% (0%)	Higher
Other	6.6	N/A	N/A	N/A
	7,468.5
Investments in CLOs
Senior secured notes	321.8	Indicative Quotes (% of Par)	80 - 101 (99)	Higher
		Discount Margins (Basis<br><br>Points)	113 - 1,535 (214)	Lower
		Default Rates	2% - 2% (2%)	Lower
		Recovery Rates	60% - 60% (60%)	Higher
Subordinated notes and<br><br>preferred shares	57.1	Indicative Quotes (% of Par)	1 - 103 (38)	Higher
		Discount Rate	4% - 35% (16%)	Lower
		Default Rates	1% - 2% (2%)	Lower
		Recovery Rates	60% - 60% (60%)	Higher
Other investments:
BDC preferred shares	53.4	Net Asset Value per Share	16.80 - 16.80 (16.80)	Lower
Aviation subordinated<br><br>notes	2.9	Discount Rates	21% - 21% (21%)	Lower
Loans	28.8	Indicative Quotes (% of Par)	99 - 99 (99)	Higher
Total	7,932.5
Liabilities
Loans payable of Consolidated<br><br>Funds:
Senior secured notes	6,598.8	N/A	N/A	N/A
Subordinated notes and<br><br>preferred shares	210.3	Indicative Quotes (% of Par)	11 - 87 (34)	Higher
		Discount Rates	2% - 35% (15%)	Lower
		Default Rates	1% - 2% (2%)	Lower
		Recovery Rates	60% - 60% (60%)	Higher
Total	6,809.1

All values are in US Dollars.

(1)Fair value approximates transaction price that was in close proximity to the reporting date.

(2)See Note 9, Related Party Transactions, for more information.

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The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

(3)Senior and subordinated notes issued by CLO vehicles are classified based on the more observable fair value of the CLO financial assets,

less (i) the fair value of any beneficial interests held by the Company and (ii) the carrying value of any beneficial interests that represent

compensation for services.

4. Investments

Investments consist of the following:

	As of
	June 30,<br><br>2025	December 31,<br><br>2024
	(Dollars in millions)
Accrued performance allocations	$7,598.8	$7,053.5
Principal equity method investments, excluding performance allocations	3,001.6	3,292.3
Principal investments in CLOs	366.9	378.9
Other investments	235.8	212.0
Total	$11,203.1	$10,936.7

Accrued Performance Allocations

The components of accrued performance allocations are as follows:

	As of
	June 30, 2025	December 31,<br><br>2024
	(Dollars in millions)
Global Private Equity	$5,153.4	$4,910.2
Global Credit	632.9	527.1
Carlyle AlpInvest	1,812.5	1,616.2
Total	$7,598.8	$7,053.5

Approximately 23% and 20% of accrued performance allocations at June 30, 2025 and December 31, 2024, respectively,

was related to Carlyle Partners VII, L.P., one of the Company’s Global Private Equity funds.

Accrued performance allocations are shown gross of the Company’s accrued performance allocations and incentive fee

related compensation (see Note 7, Accrued Compensation and Benefits), and accrued giveback obligations, which are

separately presented in the condensed consolidated balance sheets. The components of the accrued giveback obligations are as

follows:

	As of
	June 30,<br><br>2025	December 31,<br><br>2024
	(Dollars in millions)
Global Private Equity	$(19.1)	$(18.5)
Global Credit	(25.5)	(25.5)
Total	$(44.6)	$(44.0)

Principal Equity-Method Investments, Excluding Performance Allocations

The Company’s principal equity method investments (excluding performance allocations) include its fund investments in

Global Private Equity, Global Credit, and Carlyle AlpInvest typically as general partner interests, and its investments in

Fortitude through a Carlyle-affiliated fund (included within Global Credit) and NGP (included within Global Private Equity),

which are not consolidated. Principal investments are related to the following segments:

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The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

	As of
	June 30, 2025	December 31,<br><br>2024
	(Dollars in millions)
Global Private Equity(1)	$1,523.1	$1,818.0
Global Credit(2)	1,188.3	1,157.0
Carlyle AlpInvest	290.2	317.3
Total	$3,001.6	$3,292.3

(1)The balance includes $639.0 million and $912.0 million as of June 30, 2025 and December 31, 2024, respectively, related to the

Company’s equity method investments in NGP.

(2)The balance includes $739.1 million and $723.5 million as of June 30, 2025 and December 31, 2024, respectively, related to the

Company’s investment in Fortitude.

Investment in Fortitude

In November 2018, the Company acquired a 19.9% interest in Fortitude Group Holdings, LLC (“Fortitude Holdings”), a

wholly owned subsidiary of American International Group, Inc. (“AIG”). Fortitude Holdings owns 100% of the outstanding

common shares of Fortitude Reinsurance Company Ltd., a Bermuda domiciled reinsurer (“Fortitude Re”). The Company paid

$381 million in cash at closing and paid $95 million in additional deferred consideration in 2024. In May 2020, the initial

purchase price was adjusted upward by $99.5 million in accordance with the purchase agreement as Fortitude Holdings chose

not to distribute a planned non-pro rata dividend to AIG, of which the Company paid $79.6 million in May 2020. The

remaining $19.9 million was paid in 2024.

In June 2020, Carlyle FRL, L.P. (“Carlyle FRL”), a Carlyle-affiliated investment fund, and T&D United Capital Co., Ltd.

(“T&D”), a strategic third-party investor, acquired a 51.6% ownership interest and 25.0% ownership interest, respectively, in

Fortitude Holdings from AIG. At closing, the Company contributed its existing 19.9% interest in Fortitude Holdings to Carlyle

FRL, such that Carlyle FRL held a 71.5% interest in Fortitude Holdings. Taken together, Carlyle FRL and T&D had 96.5%

ownership of Fortitude Holdings. In October 2021, Carlyle FRL, T&D and an affiliate of AIG contributed the entirety of their

interest in Fortitude Holdings to FGH Parent, L.P. (“FGH Parent”), a newly-formed entity interposed as the direct parent of

Fortitude Holdings, in exchange for an equivalent ownership interest in FGH Parent. References to “Fortitude” prior to this

restructuring refer to Fortitude Holdings and refer to FGH Parent for subsequent periods.

In March 2022, the Company raised $2.0 billion in third-party equity capital from certain investors in Carlyle FRL and

T&D, and committed $100 million from the Company for additional equity capital in Fortitude. Upon Fortitude calling the

remaining commitments from the capital raise in May 2023, the Company’s indirect ownership of Fortitude decreased to

10.5%. Effective October 2023, a third-party investor in Carlyle FRL received a distribution in kind of its interest in FGH

Parent held indirectly through the fund, reducing Carlyle FRL’s ownership in FGH Parent to 38.5%. Following the additional

capital contributions in 2022 and 2023, Carlyle FRL and its strategic third-party investors collectively hold a 97.5% interest in

FGH Parent.

In November 2024, Fortitude declared and paid a $200.0 million dividend, of which Carlyle FRL’s share was

$76.9 million. The Company received a distribution from Carlyle FRL of $21.0 million related to this dividend, of which

$7.9 million was recognized as realized principal investment income, and the balance as return of capital. As of June 30, 2025,

the carrying value of the Company’s investment in Carlyle FRL, which is an investment company that accounts for its

investment in Fortitude at fair value, was $739.1 million, relative to equity invested of $666.8 million.

The Company has an asset management relationship with Fortitude pursuant to which Fortitude committed to allocate

assets in asset management strategies and vehicles of the Company and its affiliates. As of June 30, 2025, Fortitude, its

affiliates and certain Fortitude reinsurance counterparties have committed approximately $21.7 billion of capital to-date to

various Carlyle strategies. On April 1, 2022, the Company entered into a strategic advisory services agreement with certain

subsidiaries of Fortitude through Carlyle Insurance Solutions Management L.L.C. (“CISM”), an investment adviser. Under the

agreement, CISM provides Fortitude with certain services, including business development and growth, transaction origination

and execution, and capital management services in exchange for a recurring management fee based on Fortitude’s general

account assets, which adjusts within an agreed range based on Fortitude’s overall profitability. Third-party investors who

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The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

participated in the March 2022 capital raise also made a minority investment in CISM, which is reflected as non-controlling

interest in consolidated entities in the condensed consolidated financial statements.

Investment in NGP

The Company has equity interests in NGP Management Company, L.L.C. (“NGP Management”), the general partners of

certain carry funds advised by NGP, and principal investments in certain NGP funds as described below. These investments are

included in the Global Private Equity segment. NGP Management serves as the investment advisor to the NGP Energy Funds.

The Company does not control NGP and accounts for its investments in NGP under the equity method of accounting.

The Company’s investments in NGP as of June 30, 2025 and December 31, 2024 are as follows:

	As of
	June 30, 2025	December 31,<br><br>2024
	(Dollars in millions)
Investment in NGP Management	$265.7	$369.2
Investments in NGP general partners - accrued performance allocations	326.7	489.4
Principal investments in NGP funds	46.6	53.4
Total investments in NGP	$639.0	$912.0

NGP Restructuring. On March 31, 2025, the Company restructured the terms of its strategic investment in NGP (the

“Restructuring”) to further align the interests of the Company and NGP. The Restructuring eliminated previous restrictions on

the Company’s ability to pursue domestic energy strategies, established a new capital markets fees arrangement with NGP, and

terminated the Company’s obligation to grant up to $10 million of its common shares to NGP annually following a final grant

made with respect to 2030. Additionally, in order to facilitate the development of future funds while substantially maintaining

the Company’s economics on existing funds, the Restructuring reduced the Company’s allocation of the management fee

related revenues of NGP Management related to future funds, as well as its share of the performance allocations received by

current and future NGP fund general partners, as discussed further below.

Prior to the Restructuring, the Company’s equity interests in NGP Management entitled the Company to an allocation of

income equal to 55.0% of the management fee related revenues earned by NGP Management. Subsequent to the Restructuring,

for all funds that held an initial closing after December 31, 2024, the Company’s allocations of income for the management fee

related revenues will be based on a sliding scale of the total annual management fee related revenues accrued from all such

funds in the aggregate up to 55.0%, including all management fees being retained by NGP for the years 2025 through 2028 on

such future NGP funds. The Company identified the reduction of its allocation of the management fee related revenues of NGP

Management as an indicator of impairment and performed an impairment analysis. As a result of the Restructuring, the

Company concluded that the carrying value of its investment in NGP Management was impaired and recorded an impairment

charge of $92.5 million during the first quarter of 2025, representing the difference in the carrying value of the investment of

$352.5 million and its fair value of $260.0 million at the time of Restructuring. The Company utilized a discounted cash flow

method for determining the fair value of its equity method investment, which is a Level III valuation within the fair value

hierarchy and utilizes significant unobservable assumptions, including discount rates and long-term growth rates. The allocation

of management fee related revenues for existing NGP funds remains unchanged, including the Company’s interest in

management fees from NGP XI, NGP XII, and NGP XIII.

The impairment charge created new basis differences with an estimated fair value of $165 million within the equity

method investment. These basis differences will be amortized over an estimated useful life ranging from five to seven years as a

reduction of principal investment income.

The Company’s investment in the general partners of the NGP Carry Funds entitled it to 47.5% (38.0% to 42.75% in the

case of certain funds) of the performance allocations received by certain current and future NGP fund general partners prior to

the Restructuring. In connection with the Restructuring, the Company’s allocation of the performance allocations from existing

NGP Carry Funds was reduced to a range of 35.1% to 43.8%, which resulted in a $38 million reduction in accrued performance

allocations during the first quarter of 2025. The Company’s interest in the performance allocations from future NGP Carry

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The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

Funds will be based on a sliding scale of the fee paying capital raised in each future NGP Carry Fund, up to 47.5% of the

performance allocations received by future NGP Carry Funds.

The impairment charge related to the investment in NGP Management and the reduction in accrued performance

allocations from NGP Carry Funds are recorded in Principal investment income (loss) in the condensed consolidated statements

of operations and excluded from Distributable Earnings, as defined in Note 15, Segment Reporting.

Investment in NGP Management. As referenced above, the Company’s equity interests in NGP Management entitle the

Company to an allocation of income equal to 55.0% of the management fee related revenues earned by existing funds, and up to

55.0% of management fees earned on future NGP funds in the aggregate, including all management fees being retained by NGP

for the years 2025 through 2028 on such future NGP funds. The Company records investment income (loss) for its equity

income allocation from NGP management fee related revenues and also records its share of any allocated expenses from NGP

Management, as well as expenses associated with the compensatory elements of the investment and any impairment charges.

The net investment income (loss) recognized in the Company’s condensed consolidated statements of operations for the three

and six months ended June 30, 2025 and 2024 were as follows:

	Three Months Ended June 30,		Six Months Ended June 30,
	2025	2024	2025	2024
	(Dollars in millions)
Management fee related revenues from NGP Management	$15.4	$19.2	$31.5	$36.5
Expenses related to the investment in NGP Management	(3.6)	(3.8)	(7.2)	(7.0)
Amortization of basis differences and impairment of investment in NGP<br><br>Management	(8.8)	—	(101.3)	—
Net investment income from NGP Management	$3.0	$15.4	$(77.0)	$29.5

Management fee related revenues from NGP Management were primarily driven by NGP XI, NGP XII, and NGP XIII

during the three and six months ended June 30, 2025 and 2024. These funds calculate management fees as 1.5% of the limited

partners’ commitments less any return of capital or write-offs during the investment period. Following the investment period,

the basis on which fund management fees are generally calculated is further reduced by a reserve for future management fees

and operating costs.

Investment in the General Partners of NGP Carry Funds. As referenced above, the Company’s investment in the general

partners of the NGP Carry Funds entitle it to up to 47.5% of the performance allocations received by NGP fund general

partners. The Company records its equity income allocation from NGP performance allocations in principal investment income

(loss) from equity method investments rather than performance allocations in its condensed consolidated statements of

operations. The Company recognized net investment earnings (losses) related to these performance allocations of $27.6 million

and $3.0 million for the three months ended June 30, 2025 and 2024, respectively, and $(0.9) million and $18.3 million for the

six months ended June 30, 2025 and 2024, respectively, in its condensed consolidated statements of operations. The six months

ended June 30, 2025 included the $38.0 million reduction related to the Restructuring.

Principal Investments in NGP Funds. The Company also holds principal investments in the NGP Carry Funds. The

Company recognized net investment earnings (losses) related to principal investment income (loss) in its condensed

consolidated statements of operations of $4.2 million and $0.7 million for the three months ended June 30, 2025 and 2024,

respectively, and $5.5 million and $2.7 million for the six months ended June 30, 2025 and 2024, respectively.

Table of Contents

The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

Principal Investments in CLOs and Other Investments

Principal investments in CLOs as of June 30, 2025 and December 31, 2024 were $366.9 million and $378.9 million,

respectively, and consisted of investments in CLO senior and subordinated notes. A portion of the Company’s principal

investments in CLOs is collateral to CLO term loans (see Note 6, Borrowings). As of June 30, 2025 other investments include

the Company’s investment in common shares of CGBD at fair value of $41.1 million. As of December 31, 2024, other

investments include the Company’s investment in preferred shares of CGBD (the “BDC Preferred Shares”) at fair value of

$53.4 million, which were exchanged for common shares effective March 27, 2025 (see Note 9, Related Party Transactions).

Investment Income (Loss)

The components of investment income (loss) are as follows:

	Three Months Ended June 30,		Six Months Ended June 30,
	2025	2024	2025	2024
	(Dollars in millions)
Performance allocations
Realized	$116.7	$147.9	$449.6	$537.6
Unrealized	522.1	50.3	412.1	(496.4)
	638.8	198.2	861.7	41.2
Principal investment income (loss) from equity method investments<br><br>(excluding performance allocations)
Realized	178.3	43.7	148.9	97.4
Unrealized	(122.9)	12.8	(156.2)	6.2
	55.4	56.5	(7.3)	103.6
Principal investment income (loss) from investments in CLOs and other<br><br>investments
Realized	1.6	7.0	(0.4)	9.2
Unrealized	(1.8)	24.6	(0.2)	48.4
	(0.2)	31.6	(0.6)	57.6
Total	$694.0	$286.3	$853.8	$202.4

The performance allocations included in revenues are derived from the following segments:

	Three Months Ended June 30,		Six Months Ended June 30,
	2025	2024	2025	2024
	(Dollars in millions)
Global Private Equity	$476.9	$185.0	$561.9	$(178.5)
Global Credit	50.8	46.2	129.8	111.3
Carlyle AlpInvest	111.1	(33.0)	170.0	108.4
Total	$638.8	$198.2	$861.7	$41.2

The following tables summarize the funds that are the primary drivers of performance allocations for the three and six

months ended June 30, 2025 and 2024, as well as the total revenue recognized, including performance allocations as well as

fund management fees and principal investment income:

Table of Contents

The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

Three Months Ended June 30, 2025			Six Months Ended June 30, 2025
(Dollars in millions)			(Dollars in millions)
Global Private Equity	Carlyle Asia Partners V, L.P.	287.6	Global Private Equity	Carlyle Partners VII, L.P.	$447.7
Global Private Equity	Carlyle Partners VII, L.P.	213.7				Three Months Ended June 30, 2024	Six Months Ended June 30, 2024
---	---	---	---	---	---
(Dollars in millions)			(Dollars in millions)
Global Private Equity	Carlyle Partners VII, L.P.	$103.2	Global Private Equity	Carlyle Europe Partners V, L.P.	$(138.4)
Global Private Equity	Carlyle Partners VI, L.P.	(62.1)	Global Private Equity	Carlyle Partners VI, L.P.	(148.7)

Carlyle’s income (loss) from its principal equity method investments consists of:

	Three Months Ended June 30,		Six Months Ended June 30,
	2025	2024	2025	2024
	(Dollars in millions)
Global Private Equity	$43.2	$37.3	$(52.4)	$66.1
Global Credit	(0.5)	19.6	18.7	31.0
Carlyle AlpInvest	12.7	(0.4)	26.4	6.5
Total	$55.4	$56.5	$(7.3)	$103.6

Principal investment income for Global Private Equity for the six months ended June 30, 2025 included the impairment

charge related to the investment in NGP Management of $92.5 million and the reduction in accrued performance allocations

from NGP Carry Funds of $38.0 million related to the Restructuring. Principal investment income for Global Private Equity for

the three and six months ended June 30, 2024 included the Company’s equity income allocation from NGP performance

allocations of $3.0 million and $18.3 million, respectively.

Investments of Consolidated Funds

The Company consolidates the financial positions and results of operations of certain CLOs in which it is the primary

beneficiary. During the six months ended June 30, 2025, the Company became the primary beneficiary of one additional CLO.

Investments in Consolidated Funds as of June 30, 2025 and December 31, 2024 also included $739.7 million and

$441.9 million, respectively, related to investments that have been bridged by the Company to investment funds and are

accounted for as consolidated VIEs.

There were no individual investments with a fair value greater than five percent of the Company’s total assets for any

period presented.

Table of Contents

The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

Interest and Other Income of Consolidated Funds

The components of interest and other income of Consolidated Funds are as follows:

	Three Months Ended<br><br>June 30,		Six Months Ended<br><br>June 30,
	2025	2024	2025	2024
	(Dollars in millions)
Interest income from investments	$142.5	$149.3	$265.5	$291.9
Other income	20.5	16.3	30.9	38.6
Total	$163.0	$165.6	$296.4	$330.5

Net Investment Income (Loss) of Consolidated Funds

Net investment income (loss) of Consolidated Funds includes net realized gains (losses) from sales of investments and

unrealized gains (losses) resulting from changes in fair value of the Consolidated Funds’ investments. The components of Net

investment income (loss) of Consolidated Funds are as follows:

	Three Months Ended<br><br>June 30,		Six Months Ended<br><br>June 30,
	2025	2024	2025	2024
	(Dollars in millions)
Gains from investments of Consolidated Funds	$4.6	$0.2	$11.6	$82.9
Gains (losses) from liabilities of CLOs	42.2	(5.4)	41.3	(95.1)
Gains on other assets of CLOs	—	0.1	—	0.1
Total	$46.8	$(5.1)	$52.9	$(12.1)

The following table presents realized and unrealized gains (losses) earned from investments of the Consolidated Funds:

	Three Months Ended<br><br>June 30,		Six Months Ended<br><br>June 30,
	2025	2024	2025	2024
	(Dollars in millions)
Realized losses	$(24.5)	$(23.4)	$(24.9)	$(44.6)
Net change in unrealized gains	29.1	23.6	36.5	127.5
Total	$4.6	$0.2	$11.6	$82.9

5. Intangible Assets and Goodwill

The following table summarizes the carrying amount of intangible assets as of June 30, 2025 and December 31, 2024:

	As of
	June 30, 2025	December 31,<br><br>2024
	(Dollars in millions)
Acquired contractual rights	$929.7	$922.7
Accumulated amortization	(460.6)	(392.2)
Finite-lived intangible assets, net	469.1	530.5
Goodwill	104.5	103.6
Intangible Assets, net	$573.6	$634.1

As discussed in Note 2, Summary of Significant Accounting Policies, the Company reviews its intangible assets for

impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable,

Table of Contents

The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

and considers factors including, but not limited to, expected cash flows from its interest in future management fees and the

ability to raise new funds. The Company recorded no impairment losses of intangible assets for the periods presented.

Intangible asset amortization expense was $32.8 million and $32.7 million for the three months ended June 30, 2025 and

2024, respectively, and $65.4 million and $65.3 million for the six months ended June 30, 2025 and 2024, respectively, and is

included in general, administrative, and other expenses in the condensed consolidated statements of operations. Certain

intangible assets are held by entities of which the functional currency is not the U.S. dollar. Any corresponding currency

translation is recorded in accumulated other comprehensive income (loss).

The following table summarizes the expected amortization expense for 2025 through 2029 and thereafter (Dollars in

millions):

Year ending December 31,
2025 (excluding the six months ended June 30, 2025)	$66.1
2026	132.0
2027	121.8
2028	114.7
2029	31.9
Thereafter	2.6
	$469.1

6. Borrowings

The Company borrows and enters into credit agreements for its general operating and investment purposes. The

Company’s debt obligations consist of the following:

	June 30, 2025		December 31, 2024
	Borrowing<br><br>Outstanding	Carrying<br><br>Value	Borrowing<br><br>Outstanding	Carrying<br><br>Value
	(Dollars in millions)
CLO Borrowings (See below)	$301.7	$299.3	$289.4	$288.0
3.500% Senior Notes Due 9/19/2029	425.0	423.1	425.0	422.9
5.625% Senior Notes Due 3/30/2043	600.0	600.5	600.0	600.5
5.650% Senior Notes Due 9/15/2048	350.0	346.7	350.0	346.6
4.625% Subordinated Notes Due 5/15/2061	500.0	485.7	500.0	485.5
Total debt obligations	$2,176.7	$2,155.3	$2,164.4	$2,143.5

Senior Credit Facility

As of June 30, 2025, the senior credit facility included $1.0 billion in a revolving credit facility, which was amended in

May 2025 to extend the maturity date from April 29, 2027 to May 29, 2030. The Company’s borrowing capacity is subject to

the ability of the financial institutions in the banking syndicate to fulfill their respective obligations under the revolving credit

facility. Principal amounts outstanding under the revolving credit facility accrue interest, at the option of the borrowers, either

(a) at an alternate base rate plus an applicable margin not to exceed 0.50% per annum, or (b) at SOFR (or similar benchmark

rate for non-U.S. dollar borrowings) plus a 0.10% adjustment and an applicable margin not to exceed 1.50% per annum (at

June 30, 2025, the interest rate was 5.42%). The Company made no borrowings under the revolving credit facility during the

three and six months ended June 30, 2025 and 2024, and there was no amount outstanding as of June 30, 2025.

Global Credit Revolving Credit Facility

Certain subsidiaries of the Company are parties to a revolving line of credit, primarily intended to support certain lending

activities within the Global Credit segment. As currently amended, the Global Credit Revolving Credit Facility provides for a

revolving line of credit with a capacity of $300 million, which matures in September 2027, and a second revolving line of credit

Table of Contents

The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

with a capacity of $200 million, which the Company intends to amend to extend the maturity date from August 20, 2025. The

Company’s borrowing capacity is subject to the ability of the financial institutions in the banking syndicate to fulfill their

respective obligations under the Global Credit Revolving Credit Facility. Principal amounts outstanding accrue interest at

applicable SOFR or Eurocurrency rates plus an applicable margin of 2.00% or an alternate base rate plus an applicable margin

of 1.00%. During the three and six months ended June 30, 2025, the Company made no borrowings under the Global Credit

Revolving Credit Facility. During the three and six months ended June 30, 2024, the Company made borrowings under the

Global Credit Revolving Credit Facility of $5.0 million and €5.0 million, which were repaid during the quarter. As of June 30,

2025, there was no borrowing outstanding under the Global Credit Revolving Credit Facility.

CLO Borrowings

For certain of the Company’s CLOs, the Company finances a portion of its investment in the CLOs through the proceeds

received from term loans and other financing arrangements with financial institutions. The Company’s outstanding CLO

borrowings consist of the following (Dollars in millions):

Formation Date	Borrowing<br><br>Outstanding June<br><br>30, 2025	Borrowing Outstanding December 31, 2024	Interest Rate as of<br><br>June 30, 2025
February 28, 2017	$16.1	23.5	5.03%	(2)
December 6, 2017	—	25.5	N/A	(4)
March 15, 2019	1.9	1.7	10.08%	(3)
August 20, 2019	4.2	3.7	6.88%	(3)
September 15, 2020	20.8	18.4	3.87%	(3)
January 8, 2021	21.9	19.2	4.77%	(3)
March 30, 2021	16.6	16.5	3.77%	(3)
April 21, 2021	3.8	3.3	8.13%	(3)
May 21, 2021	9.5	11.6	3.59%	(3)
June 4, 2021	22.0	19.4	4.56%	(3)
June 10, 2021	1.4	1.2	4.99%	(3)
July 15, 2021	16.4	14.5	4.57%	(3)
July 20, 2021	21.9	19.3	4.51%	(3)
August 4, 2021	17.2	15.6	3.90%	(3)
October 27, 2021	25.5	22.5	4.68%	(3)
January 6, 2022	22.1	19.4	4.52%	(3)
February 22, 2022	22.1	19.5	4.59%	(3)
September 5, 2023	—	5.1	N/A	(4)
April 25, 2024	19.6	17.2	5.03%	(3)
December 19, 2024	16.6	12.3	4.90%	(3)
March 10, 2025	22.1	—	4.88%	(3)
	$301.7	289.4

All values are in US Dollars.

(1)Maturity date is earlier of date indicated or the date that the CLO is dissolved.

(2)Incurs interest at EURIBOR plus applicable margins as defined in the agreement.

(3)Incurs interest at the average effective interest rate of each class of purchased securities plus 0.50% spread percentage.

(4)Term loan was fully repaid during the six months ended June 30, 2025.

The CLO term loans are secured by the Company’s investments in the respective CLO, have a general unsecured interest

in the Carlyle entity that manages the CLO, and generally do not have recourse to any other Carlyle entity. Interest expense for

the three months ended June 30, 2025 and 2024 was $4.0 million and $6.2 million, respectively. Interest expense for the six

months ended June 30, 2025 and 2024 was $7.8 million and $13.0 million, respectively. The fair value of the outstanding

balance of the CLO term loans at June 30, 2025 approximated par value based on current market rates for similar debt

instruments. These CLO term loans are classified as Level III within the fair value hierarchy.

Table of Contents

The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

European CLO Financing – February 28, 2017

A subsidiary of the Company is a party to a financing agreement with several financial institutions. As of June 30, 2025,

the financing agreement provided the Company with a term loan of €13.7 million ($16.1 million at June 30, 2025). This term

loan is secured by the Company’s investments in the retained notes in certain European CLOs that were formed in 2014 and

This term loan will mature on the earlier of September 21, 2029 or the date that the certain European CLO retained notes

have been redeemed. The Company may prepay the term loan in whole or in part at any time. Interest on this term loan accrues

at EURIBOR plus applicable margins (5.03% at June 30, 2025).

Master Credit Agreement – Term Loans

The Company assumed liabilities under master credit agreements previously entered into by CBAM under which a

financial institution provided term loans to CBAM for the purchase of eligible interests in CLOs. Term loans issued under these

master credit agreements are secured by the Company’s investment in the respective CLO as well as any senior management

fee and subordinated management fee payable by each CLO. Term loans generally bear interest at SOFR plus a weighted

average spread over SOFR on the CLO notes, which is due quarterly. As of June 30, 2025, all outstanding CLO term loans

under this agreement have been repaid.

CLO Repurchase Agreements

On February 5, 2019, the Company entered into a master credit facility agreement (the “Carlyle CLO Financing Facility”)

to finance a portion of the risk retention investments in certain European CLOs managed by the Company. Each transaction

entered into under the Carlyle CLO Financing Facility will bear interest at a rate based on the weighted average effective

interest rate of each class of securities that have been sold plus a spread to be agreed upon by the parties. As of June 30, 2025,

€179.4 million ($211.1 million) was outstanding under the Carlyle CLO Financing Facility. Additional borrowings may be

made on terms agreed upon by the Company and the counterparty subject to the terms and conditions of the Carlyle CLO

Financing Facility.

Each transaction entered into under the CLO Financing Facility provides for payment netting and, in the case of a default

or similar event with respect to the counterparty to the CLO Financing Facility, provides for netting across transactions.

Generally, upon a counterparty default, the Company can terminate all transactions under the CLO Financing Facility and offset

amounts it owes in respect of any one transaction against collateral, if any, or other amounts it has received in respect of any

other transactions under the CLO Financing Facility; provided, however, that in the case of certain defaults, the Company may

only be able to terminate and offset solely with respect to the transaction affected by the default. During the term of a

transaction entered into under the CLO Financing Facility, the Company will deliver cash or additional securities acceptable to

the counterparty if the securities sold are in default. Upon termination of a transaction, the Company will repurchase the

previously sold securities from the counterparty at a previously determined repurchase price. The CLO Financing Facility may

be terminated at any time upon certain defaults or circumstances agreed upon by the parties.

The Repurchase Agreements may result in credit exposure in the event the counterparty to the transaction is unable to

fulfill its contractual obligations. The Company minimizes the credit risk associated with these activities by monitoring

counterparty credit exposure and collateral values. Other than margin requirements, the Company is not subject to additional

terms or contingencies which would expose the Company to additional obligations based upon the performance of the securities

pledged as collateral.

The Company assumed liabilities under a master credit facility agreement previously entered into by CBAM (the

“CBAM CLO Financing Facility,” together with the Carlyle CLO Financing Facility, the “CLO Financing Facilities”) to

finance a portion of the risk retention investments in certain European CLOs managed by CBAM. The maximum facility

amount is €100.0 million, but may be expanded on such terms agreed upon by the Company and the counterparty subject to the

terms and conditions of the CBAM CLO Financing Facility. Each transaction entered into under the CBAM CLO Financing

Facility will bear interest at a rate based on the weighted average effective interest rate of each class of securities that have been

sold plus a spread to be agreed upon by the parties. As of June 30, 2025, €63.4 million ($74.5 million) was outstanding under

the CBAM CLO Financing Facility.

Table of Contents

The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

Senior Notes

Certain indirect subsidiaries of the Company have issued long term borrowings in the form of senior notes, on which

interest is payable semi-annually in arrears. The following table provides information regarding these senior notes (Dollars in

millions):

				Interest Expense
		Fair Value (1)<br><br>As of		Three Months Ended<br><br>June 30,		Six Months Ended<br><br>June 30,
	Aggregate<br><br>Principal<br><br>Amount	June 30,<br><br>2025	December<br><br>31, 2024	2025	2024	2025	2024
3.500% Senior Notes Due 9/19/2029 (2)	$425.0	$412.4	$401.2	$3.9	$3.9	$7.7	$7.7
5.625% Senior Notes Due 3/30/2043 (3)	600.0	585.0	589.5	8.5	8.5	16.9	16.9
5.650% Senior Notes Due 9/15/2048 (4)	350.0	338.6	338.1	5.0	5.0	10.0	10.0
				$17.4	$17.4	$34.6	$34.6

(1)Including accrued interest. Fair value is based on indicative quotes and the notes are classified as Level II within the fair

value hierarchy.

(2)Issued in September 2019 at 99.841% of par.

(3)Issued $400.0 million in aggregate principal at 99.583% of par in March 2013. An additional $200.0 million in aggregate

principal was issued at 104.315% of par in March 2014, and is treated as a single class with the outstanding $400.0 million

in senior notes previously issued.

(4)Issued in September 2018 at 99.914% of par.

The issuers may redeem the senior notes, in whole at any time or in part from time to time, at a price equal to the greater

of (i) 100% of the principal amount of the 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 discounted to the redemption date on a semiannual

basis at the Treasury Rate plus 40 basis points (30 basis points in the case of the 3.500% senior notes), plus in each case accrued

and unpaid interest on the principal amounts being redeemed.

Subordinated Notes

In May 2021, an indirect subsidiary of the Company issued $435.0 million aggregate principal amount of 4.625%

Subordinated Notes due May 15, 2061 (the “Subordinated Notes”), on which interest is payable quarterly accruing from May

11, 2021. In June 2021, an additional $65.0 million aggregate principal amount of these Subordinated Notes were issued and

are treated as a single series with the already outstanding $435.0 million aggregate principal amount. The Subordinated Notes

are unsecured and subordinated obligations of the issuer, and are fully and unconditionally guaranteed (the “Guarantees”),

jointly and severally, on a subordinated basis, by the Company, each of the Carlyle Holdings partnerships, and CG Subsidiary

Holdings L.L.C., an indirect subsidiary of the Company (collectively, the “Guarantors”). The Consolidated Funds are not

guarantors, and as such, the assets of the Consolidated Funds are not available to service the Subordinated Notes under the

Guarantee. The Subordinated Notes may be redeemed at the issuer’s option, in whole or in part, at any time and from time to

time on or after June 15, 2026, prior to their stated maturity, at a redemption price equal to their principal amount plus any

accrued and unpaid interest to, but excluding, the date of redemption. If interest due on the Subordinated Notes is deemed to no

longer be deductible in the U.S., a “Tax Redemption Event,” the Subordinated Notes may be redeemed, in whole, but not in

part, within 120 days of the occurrence of such event at a redemption price equal to their principal amount plus accrued and

unpaid interest to, but excluding, the date of redemption. In addition, the Subordinated Notes may be redeemed, in whole, but

not in part, at any time prior to May 15, 2026, within 90 days of the rating agencies determining that the Subordinated Notes

should no longer receive partial equity treatment pursuant to the rating agency’s criteria, a “rating agency event,” at a

redemption price equal to 102% of their principal amount plus any accrued and unpaid interest to, but excluding, the date of

redemption.

As of June 30, 2025 and December 31, 2024, the fair value of the Subordinated Notes was $335.0 million and

$356.4 million, respectively. Fair value is based on active market quotes and the notes are classified as Level I within the fair

value hierarchy. For both the three months ended June 30, 2025 and 2024, the Company incurred $5.9 million of interest

expense on the Subordinated Notes. For both the six months ended June 30, 2025 and 2024, the Company incurred $11.8

million of interest expense on the Subordinated Notes.

Table of Contents

The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

Debt Covenants

The Company is subject to various financial covenants under its loan agreements including, among other items,

maintenance of a minimum amount of management fee-earning assets. The Company is also subject to various non-financial

covenants under its loan agreements and the indentures governing its senior notes. The Company was in compliance with all

financial and non-financial covenants under its various loan agreements as of June 30, 2025.

Loans Payable of Consolidated Funds

Loans payable of Consolidated Funds primarily represent amounts due to holders of debt securities issued by the CLOs.

As of June 30, 2025 and December 31, 2024, the following borrowings were outstanding (Dollars in millions):

	As of June 30, 2025
	Borrowing<br><br>Outstanding	Fair Value		Weighted<br><br>Average<br><br>Remaining<br><br>Maturity in<br><br>Years
Senior secured notes	$7,706.1	7,657.1		9.93
Subordinated notes	320.2	265.9	(2)	9.06
Revolving credit facilities(1)	133.1	133.1		3.72
Total	$8,159.4	8,056.1

All values are in US Dollars.

	As of December 31, 2024
	Borrowing<br><br>Outstanding	Fair Value		Weighted<br><br>Average<br><br>Remaining<br><br>Maturity in<br><br>Years
Senior secured notes	$6,732.8	6,598.8		9.18
Subordinated notes	229.9	210.3	(2)	9.15
Revolving credit facilities(1)	55.1	55.1		4.53
Total	$7,017.8	6,864.2

All values are in US Dollars.

(1)Fair Value as of June 30, 2025 and December 31, 2024 reflects the amortized cost of outstanding revolving credit balances which

approximates fair value.

(2)The subordinated notes do not have contractual interest rates, but instead receive distributions from the excess cash flows of the

CLOs.

Loans payable of the CLOs are collateralized by the assets held by the CLOs and the assets of one CLO may not be used

to satisfy the liabilities of another. This collateral consisted of cash and cash equivalents, corporate loans, corporate bonds and

other securities. As of June 30, 2025 and December 31, 2024, the fair value of the CLO assets was $9.2 billion and $7.9 billion,

respectively.

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The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

7. Accrued Compensation and Benefits

Accrued compensation and benefits consist of the following:

	As of
	June 30,<br><br>2025	December 31,<br><br>2024
	(Dollars in millions)
Accrued performance allocations and incentive fee related compensation	$5,081.0	$4,819.7
Accrued bonuses	189.2	335.5
Realized performance allocations and incentive fee related compensation not yet paid	214.5	183.8
Other	114.2	107.6
Total	$5,598.9	$5,446.6

The following table presents realized and unrealized performance allocations and incentive fee related compensation:

	Three Months Ended June 30,		Six Months Ended June 30,
	2025	2024	2025	2024
	(Dollars in millions)
Realized	$189.4	$114.9	$442.3	$381.7
Unrealized	254.2	29.3	172.7	(310.3)
Total	$443.6	$144.2	$615.0	$71.4

8. Commitments and Contingencies

Capital Commitments

The Company and its unconsolidated affiliates have unfunded commitments totaling $4.0 billion as of June 30, 2025, of

which approximately $3.4 billion is subscribed individually by senior Carlyle professionals, advisors and other professionals. In

addition to these unfunded commitments, the Company may from time to time exercise its right to purchase additional interests

in its investment funds that become available in the ordinary course of their operations.

Under the Carlyle Global Capital Markets platform, certain subsidiaries of the Company may act as an underwriter,

syndicator or placement agent for security offerings and loan originations. The Company earns fees in connection with these

activities and bears the risk of the sale of such securities and placement of such loans, which may be longer dated. As of

June 30, 2025, the Company had no material commitments related to the origination and syndication of loans and securities

under the Carlyle Global Capital Markets platform.

Guaranteed Loans

From time to time, the Company or its subsidiaries may enter into agreements to guarantee certain obligations of the

investment funds related to, for example, credit facilities or equity commitments. Certain consolidated subsidiaries of the

Company are the guarantors of revolving credit facilities for certain funds in the Carlyle AlpInvest segment. The guarantee is

limited to the lesser of the total amount drawn under the credit facilities or the total of net asset value of the guarantor

subsidiaries plus any uncalled capital of the applicable general partner. The outstanding balances are secured by uncalled capital

commitments from the underlying funds and the Company believes the likelihood of any material funding under this guarantee

to be remote. The Company had no material outstanding guarantees under the credit facilities as of June 30, 2025.

Additionally, as of June 30, 2025, certain consolidated subsidiaries of the Company are the guarantors of a credit

agreement for a fund in the Carlyle AlpInvest segment, which is scheduled to expire in August 2025. The maximum potential

amount to be funded under this guarantee is $25.0 million. The outstanding balances under the credit agreement are

collateralized by the investments in the fund, and the Company believes the likelihood of any material funding under this

guarantee to be remote.

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The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

Contingent Obligations (Giveback)

A liability for potential repayment of previously received performance allocations of $44.6 million at June 30, 2025 was

shown as accrued giveback obligations in the condensed consolidated balance sheets, representing the giveback obligation that

would need to be paid if the funds were liquidated at their current fair values at June 30, 2025. However, the ultimate giveback

obligation, if any, generally is not paid until the end of a fund’s life or earlier if the giveback becomes fixed and early payment

is agreed upon by the fund’s partners (see Note 2, Summary of Significant Accounting Policies). The Company had $11.5

million of unbilled receivables from former and current employees and senior Carlyle professionals as of June 30, 2025 related

to giveback obligations. Any such receivables are collateralized by investments made by individual senior Carlyle professionals

and employees in Carlyle-sponsored funds. In addition, $152.7 million have been withheld from distributions of carried interest

to senior Carlyle professionals and employees for potential giveback obligations as of June 30, 2025. Such amounts are held on

behalf of the respective current and former Carlyle employees to satisfy any givebacks they may owe and are held by entities

not included in the accompanying condensed consolidated balance sheets. Current and former senior Carlyle professionals and

employees are personally responsible for their giveback obligations. As of June 30, 2025, approximately $11.5 million of the

Company’s accrued giveback obligation is the responsibility of various current and former senior Carlyle professionals and

other former limited partners of the Carlyle Holdings partnerships, and the net accrued giveback obligation attributable to the

Company is $33.1 million.

If, at June 30, 2025, all of the investments held by the Company’s Funds were deemed worthless, a possibility that

management views as remote, the amount of realized and distributed carried interest subject to potential giveback would be

$1.5 billion, on an after-tax basis where applicable, of which approximately $0.6 billion would be the responsibility of current

and former senior Carlyle professionals.

Legal Matters

In the ordinary course of business, the Company is a party to litigation, investigations, inquiries, employment-related

matters, disputes, and other potential claims. Certain of these matters are described below. The Company is not currently able to

estimate the reasonably possible amount of loss or range of loss, in excess of amounts accrued, for the matters that have not

been resolved. The Company does not believe it is probable that the outcome of any existing litigation, investigations, disputes,

or other potential claims will materially affect the Company or these financial statements in excess of amounts accrued.

The Authentix Matter

Authentix, Inc. (“Authentix”) was a majority-owned portfolio company in one of the Company’s investment funds,

Carlyle U.S. Growth Fund III, L.P. (“CGF III”). When Authentix was owned by CGF III, two of the Company’s employees

served on Authentix’s board of directors. After a lengthy sale process, Authentix was sold for an aggregate sale price of

$87.5 million. On August 7, 2020, certain of the former minority shareholders in Authentix filed suit in Delaware Chancery

Court, alleging that the Authentix board of directors, CGF III, and the Company breached various fiduciary duties by agreeing

to a sale of Authentix at an inopportune time and at a price that was too low. A trial before the Delaware Court of Chancery was

completed in early February 2024, and a decision was rendered in favor of the Company and all other defendants on all claims

on January 8, 2025. The plaintiffs appealed the decision to the Delaware Supreme Court on March 13, 2025. Oral argument is

expected in October 2025.

The Tax Receivable Agreement Matter

The Company came into existence on January 1, 2020, when its predecessor, The Carlyle Group, L.P. (the “PTP”),

converted from a partnership into a corporation (the “Conversion”). On July 29, 2022, an alleged stockholder of the Company,

the City of Pittsburgh Comprehensive Municipal Trust Fund (the “Plaintiff”), filed suit in the Delaware Court of Chancery,

alleging a direct claim against the Company for breach of its certificate of incorporation and a derivative claim on behalf of the

Company against certain current and former officers and directors of the Company. Plaintiff challenges the receipt, by certain

officers of the PTP and certain directors of the general partner of the PTP, of a right to cash payments associated with the

elimination of a tax receivable agreement in connection with the Conversion. Plaintiff is seeking monetary damages, restitution,

and an injunction preventing the Company from making any future cash payments for the elimination of the tax receivable

agreement in connection with the Conversion. By virtue of the derivative nature of the primary claims (i.e., that the claims are

aimed primarily at certain officers and directors), it is unlikely that the Company itself will pay material damage awards based

on the Plaintiff’s claims, although the Company is expected to incur legal defense fees to the extent not covered by insurance.

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The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

The Delaware Court issued a ruling on the defendant’s motion to dismiss on April 24, 2024, dismissing some of the Plaintiff’s

claims but allowing most of the claims to proceed to discovery and possibly to trial. The Company intends to contest the direct

claims vigorously, and the officer and director defendants intend to continue contesting the derivative claims vigorously.

General

The Company currently is and expects to continue to be, from time to time, subject to examinations, formal and informal

inquiries, and investigations by various U.S. and non-U.S. governmental and regulatory agencies, including but not limited to,

the SEC, Department of Justice, state attorneys general, FINRA, National Futures Association, and the U.K. Financial Conduct

Authority. The Company routinely cooperates with such examinations, inquiries and investigations, and they may result in the

commencement of civil, criminal, or administrative or other proceedings against the Company or its personnel.

It is not possible to predict the ultimate outcome of all pending investigations and legal proceedings and employment-

related matters, and some of the matters discussed above involve claims for potentially large and/or indeterminate amounts of

damages. Based on information known by management, management does not believe that as of the date of this filing the final

resolutions of the matters above will have a material effect upon the Company’s condensed consolidated financial statements.

However, given the potentially large and/or indeterminate amounts of damages sought in certain of these matters and the

inherent unpredictability of investigations and litigations, it is possible that an adverse outcome in certain matters could, from

time to time, have a material effect on the Company’s financial results in any particular period.

The Company accrues an estimated loss contingency liability when it is probable that such a liability has been incurred

and the amount of the loss can be reasonably estimated. As of June 30, 2025, the Company had recorded liabilities aggregating

to approximately $35 million for litigation-related contingencies, regulatory examinations and inquiries, and other matters. The

Company evaluates its outstanding legal and regulatory proceedings and other matters each quarter to assess its loss

contingency accruals, and makes adjustments in such accruals, upward or downward, as appropriate, based on management’s

best judgment after consultation with counsel. There is no assurance that the Company’s accruals for loss contingencies will not

need to be adjusted in the future or that, in light of the uncertainties involved in such matters, the ultimate resolution of these

matters will not significantly exceed the accruals that the Company has recorded.

Indemnifications

In the normal course of business, the Company and its subsidiaries enter into contracts that contain a variety of

representations and warranties and provide general indemnifications. The Company’s maximum exposure under these

arrangements is unknown as this would involve future claims that may be made against the Company that have not yet

occurred. However, based on experience, the Company believes the risk of material loss to be remote.

In connection with the sale of the Company’s interest in its local Brazilian management entity in August 2021, the

Company provided a guarantee to the acquiring company of up to BRL 100.0 million ($18.4 million as of June 30, 2025) for

liabilities arising from tax-related indemnifications. This guarantee, which will expire in August 2027, would only come into

effect after all alternative remedies have been exhausted. The Company believes the likelihood of any material funding under

this guarantee to be remote.

Risks and Uncertainties

Carlyle’s funds seek investment opportunities that offer the possibility of attaining substantial capital appreciation.

Certain events particular to each industry in which the underlying investees conduct their operations, as well as general

economic, political, regulatory, and public health conditions, may have a significant negative impact on the Company’s

investments and profitability. The funds managed by the Company may also experience a slowdown in the deployment of

capital, which could adversely affect the Company’s ability to raise capital for new or successor funds and could also impact the

management fees the Company earns on its carry funds and managed accounts, and/or result in the impairment of intangible

assets and/or goodwill the case of the Company’s acquired businesses. Such events are beyond the Company’s control, and the

likelihood that they may occur and the effect on the Company cannot be predicted.

Furthermore, certain of the funds’ investments are made in private companies and there are generally no public markets

for the underlying securities at the current time. The funds’ ability to liquidate their publicly-traded investments are often

subject to limitations, including discounts that may be required to be taken on quoted prices due to the number of shares being

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The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

sold. The funds’ ability to liquidate their investments and realize value is subject to significant limitations and uncertainties,

including among others currency fluctuations and natural disasters.

The Company and the funds make investments outside of the United States. Investments outside the United States may be

subject to less developed bankruptcy, corporate, partnership and other laws (which may have the effect of disregarding or

otherwise circumventing the limited liability structures potentially causing the actions or liabilities of one fund or a portfolio

company to adversely impact the Company or an unrelated fund or portfolio company). Non-U.S. investments are subject to the

same risks associated with the Company’s U.S. investments as well as additional risks, such as fluctuations in foreign currency

exchange rates, unexpected changes in regulatory requirements, heightened risk of political and economic instability,

difficulties in managing non-U.S. investments, potentially adverse tax consequences and the burden of complying with a wide

variety of foreign laws.

Furthermore, Carlyle is exposed to economic risk concentrations related to certain large investments as well as

concentrations of investments in certain industries and geographies.

Additionally, the Company encounters credit risk. Credit risk is the risk of default by a counterparty in the Company’s

investments in debt securities, loans, leases and derivatives that result from a borrower’s, lessee’s or derivative counterparty’s

inability or unwillingness to make required or expected payments. The Company is subject to credit risk should a financial

institution be unable to fulfill its obligations.

The Company considers cash, cash equivalents, securities, receivables, principal equity method investments, accounts

payable, accrued expenses, other liabilities, loans, senior notes, assets and liabilities of Consolidated Funds and contingent and

other consideration for acquisitions to be its financial instruments. Except for the senior notes, subordinated notes and

compensatory contingent and other consideration for acquisitions, the carrying amounts reported in the condensed consolidated

balance sheets for these financial instruments equal or closely approximate their fair values. The fair value of the senior and

subordinated notes is disclosed in Note 6, Borrowings.

9. Related Party Transactions

Due from Affiliates and Other Receivables, Net

The Company had the following due from affiliates and other receivables at June 30, 2025 and December 31, 2024:

	As of
	June 30,<br><br>2025	December 31,<br><br>2024
	(Dollars in millions)
Accrued incentive fees	$40.1	$33.7
Unbilled receivable for giveback obligations from current and former employees	11.5	11.5
Notes receivable and accrued interest from affiliates	36.6	46.2
Management fee receivable, net	285.1	296.4
Reimbursable expenses and other receivables from unconsolidated funds and affiliates, net	422.2	417.8
Total	$795.5	$805.6

Reimbursable expenses and other receivables from certain of the unconsolidated funds and portfolio companies relate to

advisory fees receivable and expenses paid on behalf of these entities. These costs generally represent costs related to the

pursuit of actual or proposed investments, professional fees, and expenses associated with the acquisition, holding and

disposition of the investments. The affiliates are obligated at the discretion of the Company to reimburse the expenses. Based

on management’s determination, the Company accrues and charges interest on amounts due from affiliate accounts at interest

rates ranging up to 7.02% as of June 30, 2025. The accrued and charged interest to the affiliates was not significant for any

period presented.

Notes receivable includes loans that the Company has provided to certain unconsolidated funds to meet short-term

obligations to purchase investments. Notes receivable as of June 30, 2025 and December 31, 2024 also include interest-bearing

loans of $19.6 million and $22.8 million, respectively, to certain eligible Carlyle employees, which excludes Section 16 officers

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The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

and other members of senior management, to finance their investments in certain Carlyle sponsored funds. These advances

accrue interest at the WSJ Prime Rate minus 1.00% floating with a floor rate of 3.50% (6.50% as of June 30, 2025) and are

collateralized by each borrower’s interest in the Carlyle sponsored funds.

These receivables are assessed regularly for collectability. Management fee receivable amounts determined to be

uncollectible are recorded as a reduction in revenue in the condensed consolidated statements of operations. For all other

receivables, amounts determined to be uncollectible are charged directly to general, administrative and other expenses in the

condensed consolidated statements of operations. A corresponding allowance for doubtful accounts is recorded and such

amounts were not significant for any period presented.

Due to Affiliates

The Company had the following due to affiliates balances at June 30, 2025 and December 31, 2024:

	As of
	June 30,<br><br>2025	December 31,<br><br>2024
	(Dollars in millions)
Due to affiliates of Consolidated Funds	$5.7	$5.3
Due to non-consolidated affiliates	91.6	134.1
Amounts owed under the tax receivable agreement	71.6	77.2
Other	30.0	25.3
Total	$198.9	$241.9

The Company has recorded obligations for amounts due to certain of its affiliates. The Company periodically offsets

expenses it has paid on behalf of its affiliates against these obligations.

In connection with the Company’s initial public offering, the Company entered into a tax receivable agreement with the

limited partners of the Carlyle Holdings partnerships whereby certain subsidiaries of the Partnership agreed to pay to the limited

partners of the Carlyle Holdings partnerships involved in any exchange transaction 85% of the amount of cash tax savings, if

any, in U.S. federal, state and local income tax realized as a result of increases in tax basis resulting from exchanges of Carlyle

Holdings Partnership units for common units of The Carlyle Group L.P.

Other Related Party Transactions

Aircraft Transactions

Entities controlled by our co-founders own aircraft that may be used for the Company’s business in the ordinary course of

its operations. The hourly rates that the Company pays for the use of these aircraft are based on current market rates for

chartering private aircraft of the same type. For the three and six months ended June 30, 2025, the Company incurred

$0.6 million and $1.0 million, respectively, for the use of these aircraft, all of which was paid directly to the manager of the

aircraft and a significant portion of which ultimately was paid to or for the benefit of certain co-founders.

BDC Preferred Shares

On May 5, 2020, the Company purchased 2,000,000 of the BDC Preferred Shares from CGBD in a private placement at a

price of $25 per share. Prior to the Exchange, as discussed below, dividends were payable on a quarterly basis in an initial

amount equal to 7.0% per annum payable in cash, or, at CGBD’s option, 9.0% per annum payable in additional BDC Preferred

Shares. The BDC Preferred Shares were convertible at the Company’s option, in whole or in part, into the number of shares of

common stock equal to $25 per share plus any accumulated but unpaid dividends divided by an initial conversion price of $9.50

per share, subject to certain adjustments.

In August 2024, to facilitate a merger between CGBD and another Carlyle-advised BDC (the “Merger”), the Company

agreed to exchange its 2,000,000 preferred shares into newly issued common shares of CGBD at a price equal to the net asset

value per common share on the date of completion of the Merger (the “Exchange”). The Merger and the Exchange were

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The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

completed on March 27, 2025, and the Company exchanged its preferred shares for 3,004,808 newly issued common shares of

CGBD based on the net asset value of $16.64 per common share of CGBD on that date. The preferred shares were cancelled

following the completion of the Exchange. The newly issued common shares of CGBD are subject to a tiered lock-up

agreement with a restriction period that expires in three equal tranches of the common shares over a period of two years and are

recorded at fair value using Level I inputs based on the CGBD common share price.

The Company received the final dividend distribution related to its BDC Preferred Shares in the first quarter of 2025. For

the three months ended June 30, 2024, the Company recorded dividend income from the BDC Preferred Shares of $0.9 million.

For the six months ended June 30, 2025 and 2024, the Company recorded dividend income from the BDC Preferred Shares of

$0.8 million and $1.8 million, respectively. This was included in Interest and other income in the condensed consolidated

statements of operations. The Company’s investment in the BDC Preferred Shares, which was recorded at fair value using

Level III inputs based on the estimated conversion value, was $53.4 million as of December 31, 2024, and was included in

Investments, including accrued performance allocations, in the condensed consolidated balance sheets.

Other Transactions

Senior Carlyle professionals and employees are permitted to participate in co-investment entities that invest in Carlyle

funds or alongside Carlyle funds. In many cases, participation is limited by law to individuals who qualify under applicable

legal requirements. These co-investment entities generally do not require senior Carlyle professionals and employees to pay

management or performance allocations, however, Carlyle professionals and employees are required to pay their portion of

partnership expenses.

Carried interest income from certain funds can be distributed to senior Carlyle professionals and employees on a current

basis, but is subject to repayment by the subsidiary of the Company that acts as general partner of the fund in the event that

certain specified return thresholds are not ultimately achieved. The senior Carlyle professionals and certain other investment

professionals have personally guaranteed, subject to certain limitations, the obligation of these subsidiaries in respect of this

general partner obligation. Such guarantees are several and not joint and are limited to a particular individual’s distributions

received.

The Company does business with some of its portfolio companies; all such arrangements are on a negotiated basis.

Substantially all revenue is earned from affiliates of Carlyle.

10. Income Taxes

	Three Months Ended<br><br>June 30,		Six Months Ended<br><br>June 30,
	2025	2024	2025	2024
	(Dollars in millions)
Provision for income taxes	$112.5	$69.5	$124.9	$91.4
Effective tax rate	26%	32%	20%	27%

The effective tax rate for the three months ended June 30, 2025 and 2024 primarily comprised the 21% U.S. federal

corporate income tax rate, the impact of U.S. state and foreign income taxes, and disallowed executive compensation, offset by

non-controlling interest. The effective tax rate for the three months ended June 30, 2024 also includes an increase related to

other non-deductible expenses. The effective tax rate for the six months ended June 30, 2025 and 2024 primarily comprised the

21% U.S. federal corporate income tax rate, the impact of U.S. state and foreign income taxes, and disallowed executive

compensation, primarily offset by equity-based compensation deductions and non-controlling interest. The effective tax rate for

the six months ended June 30, 2024 also includes an increase related to other non-deductible expenses.

As of June 30, 2025 and December 31, 2024, the Company had federal, state, local and foreign taxes payable of

$90.2 million and $46.2 million, respectively, which is recorded as a component of accounts payable, accrued expenses and

other liabilities on the accompanying condensed consolidated balance sheets.

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The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

In the normal course of business, the Company is subject to examination by federal and certain state, local and foreign tax

regulators. With a few exceptions, as of June 30, 2025, the Company’s U.S. federal income tax returns for the years 2021

through 2023 are open under the normal three-year statute of limitations and therefore subject to examination. State and local

tax returns are generally subject to audit from 2019 to 2023. Foreign tax returns are generally subject to audit from 2011 to

Certain of the Company’s affiliates are currently under audit by federal, state and foreign tax authorities.

The Company does not believe that the outcome of the audits will require it to record material reserves for uncertain tax

positions or that the outcome will have a material impact on the condensed consolidated financial statements. The Company

does not believe that it has any tax positions for which it is reasonably possible that the total amounts of unrecognized tax

benefits will significantly increase or decrease within the next twelve months.

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IRA”) was signed into law. The IRA enacted a 15%

CAMT on the “adjusted financial statement income” of certain large corporations, which became effective on January 1, 2023.

The Company does not expect the IRA to have a material impact to its provision for income taxes given that any current year

payments that would be made under CAMT would be permitted to be carried forward and used as credits in future years

resulting in a deferred tax benefit. The Company will continue to monitor as additional guidance is released by U.S. Department

of the Treasury, the Internal Revenue Service, and other standard-setting bodies.

In October 2021, the OECD introduced a 15% global minimum tax under the Pillar Two GloBE model rules. There are a

number of key provisions under the rules that became effective in 2024 and others that will be phased in during 2025. Several

OECD member countries have enacted the tax legislation based on certain elements of these rules that became effective on

January 1, 2024, and additional countries have drafted or announced an intent to implement legislation. While Pillar Two has

not had a material impact to the Company’s provision for income taxes, the rules remain subject to significant negotiation and

potential change, and the timing and ultimate impact of any such changes on our tax obligations are uncertain. The Company

will continue to monitor as additional countries enact legislation, new parts of the regime come into force or additional

guidance is released by the OECD and other standard-setting bodies.

On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was signed into law. The OBBBA extends several

provisions from the 2017 Tax Cuts and Jobs Act along with other domestic and international corporate tax provisions. Under

U.S. GAAP, the impact of OBBBA will be accounted for in the enactment period and will therefore be reflected in the

Company’s consolidated financial statements for the period ending September 30, 2025. The Company is currently evaluating

but does not expect the OBBBA to have a material impact to its provision for income taxes.

11. Non-controlling Interests in Consolidated Entities

The components of the Company’s non-controlling interests in consolidated entities are as follows:

	As of
	June 30,<br><br>2025	December 31,<br><br>2024
	(Dollars in millions)
Non-Carlyle interests in Consolidated Funds	$454.4	$407.1
Non-Carlyle interests in majority-owned subsidiaries	402.3	334.2
Non-controlling interest in carried interest, giveback obligations and cash held for carried<br><br>interest distributions	0.4	(0.6)
Non-controlling interests in consolidated entities	$857.1	$740.7

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The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

The components of the Company’s non-controlling interests in income of consolidated entities are as follows:

	Three Months Ended<br><br>June 30,		Six Months Ended<br><br>June 30,
	2025	2024	2025	2024
	(Dollars in millions)
Non-Carlyle interests in Consolidated Funds	$13.9	$(4.3)	$21.9	$8.4
Non-Carlyle interests in majority-owned subsidiaries	(5.3)	5.4	15.3	25.9
Non-controlling interest in carried interest, giveback obligations and<br><br>cash held for carried interest distributions	(0.2)	—	(0.2)	—
Non-controlling interests in income of consolidated entities	$8.4	$1.1	$37.0	$34.3

12. Earnings Per Common Share

Basic and diluted net income per common share are calculated as follows:

	Three Months Ended<br><br>June 30, 2025		Six Months Ended<br><br>June 30, 2025
	Basic	Diluted	Basic	Diluted
Net income attributable to common shares	$319,700,000	$319,700,000	$449,700,000	$449,700,000
Weighted-average common shares outstanding	360,359,241	366,967,197	359,914,229	366,654,517
Net income per common share	$0.89	$0.87	$1.25	$1.23	Three Months Ended<br><br>June 30, 2024	Six Months Ended<br><br>June 30, 2024
---	---	---	---	---
	Basic	Diluted	Basic	Diluted
Net income attributable to common shares	$148,200,000	$148,200,000	$213,800,000	$213,800,000
Weighted-average common shares outstanding	358,317,151	366,896,000	359,612,699	368,119,801
Net income per common share	$0.41	$0.40	$0.59	$0.58

The weighted-average common shares outstanding, basic and diluted, are calculated as follows:

	Three Months Ended<br><br>June 30, 2025		Six Months Ended<br><br>June 30, 2025
	Basic	Diluted	Basic	Diluted
The Carlyle Group Inc. weighted-average common shares outstanding	360,359,241	360,359,241	359,914,229	359,914,229
Unvested restricted stock units	—	5,917,596	—	6,049,928
Issuable common shares and performance-vesting restricted stock units	—	690,360	—	690,360
Weighted-average common shares outstanding	360,359,241	366,967,197	359,914,229	366,654,517	Three Months Ended<br><br>June 30, 2024	Six Months Ended<br><br>June 30, 2024
---	---	---	---	---
	Basic	Diluted	Basic	Diluted
The Carlyle Group Inc. weighted-average common shares outstanding	358,317,151	358,317,151	359,612,699	359,612,699
Unvested restricted stock units	—	7,872,625	—	7,302,954
Issuable common shares and performance-vesting restricted stock units	—	706,224	—	1,204,148
Weighted-average common shares outstanding	358,317,151	366,896,000	359,612,699	368,119,801

The Company applies the treasury stock method to determine the dilutive weighted-average common shares represented

by the unvested restricted stock units. Also included in the determination of dilutive weighted-average common shares are

issuable common shares associated with the Company’s investment in NGP and performance-vesting restricted stock units.

Table of Contents

The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

13. Equity

Share Repurchase Program

The Board of Directors reset the total repurchase authorization of the Company’s previously approved share repurchase

program to $1.4 billion in shares of the Company’s common stock, effective as of February 6, 2024. Under the share repurchase

program, shares of the Company’s common stock may be repurchased from time to time in open market transactions, in

privately negotiated transactions, or otherwise, including through Rule 10b5-1 plans. The timing and actual number of shares of

common stock repurchased will depend on a variety of factors, including legal requirements and price, economic, and market

conditions. In addition to repurchases of common stock, the share repurchase program is used for the payment of tax

withholding amounts upon net share settlement of equity-based awards granted pursuant to our Equity Incentive Plan or

otherwise based on the value of shares withheld that would have otherwise been issued to the award holder. The share

repurchase program may be suspended or discontinued at any time and does not have a specified expiration date. As of June 30,

2025, $572.0 million of repurchase capacity remained under the program, which reflects both common shares repurchased and

shares retired in connection with the net share settlement of equity-based awards. The following table presents the Company’s

shares that have been repurchased or retired as a result of net share settlement of equity-based awards during the three and six

months ended June 30, 2025 and 2024. Dollar amounts exclude the impact of excise taxes.

	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
	Shares	$	Shares	$	Shares	$	Shares	$
					(Dollars in millions, except share data)
Shares repurchased	2,173,966	$100.0	3,505,301	$150.0	2,667,747	$125.0	6,358,903	$280.6
Shares retired in connection with the<br><br>net share settlement of equity-based<br><br>awards	92,001	3.6	633,886	28.3	2,927,355	155.1	1,115,147	47.7
Total	2,265,967	$103.6	4,139,187	$178.3	5,595,102	$280.1	7,474,050	$328.3

Dividends

The table below presents information regarding the quarterly dividends on the common shares, which were made at the

sole discretion of the Board of Directors of the Company.

Dividend Record Date	Dividend Payment Date	Dividend per Common<br><br>Share	Dividend to Common<br><br>Stockholders
		(Dollars in millions, except per share data)
May 14, 2024	May 21, 2024	$0.35	$125.6
August 16, 2024	August 26, 2024	0.35	125.5
November 18, 2024	November 25, 2024	0.35	125.2
February 21, 2025	February 28, 2025	0.35	126.4
Total 2024 Dividend Year		$1.40	$502.7
May 19, 2025	May 27, 2025	$0.35	$126.3
August 18, 2025	August 28, 2025	0.35	126.6
Total 2025 Dividend Year (through Q2 2025)		$0.70	$252.9

The Board of Directors will take into account general economic and business conditions, as well as the Company’s

strategic plans and prospects, business and investment opportunities, financial condition and obligations, legal, tax and

regulatory restrictions, other constraints on the payment of dividends by the Company to its common stockholders or by

subsidiaries to the Company, and other such factors as the Board of Directors may deem relevant. In addition, the terms of the

Company’s credit facility provide certain limits on the Company’s ability to pay dividends.

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The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

14. Equity-Based Compensation

The Carlyle Group Inc. Amended and Restated 2012 Equity Incentive Plan (the “Equity Incentive Plan,” initially adopted

in May 2012 and as most recently amended and restated on May 29, 2024) is a source of equity-based awards permitting the

Company to grant to Carlyle employees, directors and consultants non-qualified options, share appreciation rights, common

shares, restricted stock units and other awards based on the Company’s shares of common stock. A total of 58,800,000 shares of

common stock are authorized for the grant of awards under the Equity Incentive Plan, of which a total of 26,115,547 shares of

the Company’s common stock remain available for grant as of June 30, 2025.

A summary of the status of the Company’s non-vested equity-based awards as of June 30, 2025 and a summary of

changes for the six months ended June 30, 2025, are presented below:

Unvested Shares	Performance-<br><br>Vesting<br><br>Restricted<br><br>Stock Units	Weighted-<br><br>Average<br><br>Grant Date<br><br>Fair Value	Restricted<br><br>Stock<br><br>Units	Weighted-<br><br>Average<br><br>Grant Date<br><br>Fair Value	Unvested<br><br>Common<br><br>Shares	Weighted-<br><br>Average<br><br>Grant Date<br><br>Fair Value
Balance, December 31, 2024	16,940,150	$25.41	13,966,488	$37.97	458,906	$39.35
Granted (1)	420,548	$35.07	4,600,158	$55.70	171,891	$56.33
Vested (2)	5,362,679	$30.83	2,010,706	$32.21	—	$—
Forfeited	359,053	$23.37	215,584	$40.64	—	$—
Balance, June 30, 2025	11,638,966	$23.33	16,340,356	$43.64	630,797	$43.98

(1)Includes shares reserved for issuance upon settlement of dividend-equivalent rights carried by certain restricted stock units concurrently

with the settlement of the restricted stock units for shares.

(2)Includes 2,927,355 shares that were retired in connection with the net share settlement of equity-based awards. The Company paid

$155.1 million of taxes related to the net share settlement of equity-based awards during the six months ended June 30, 2025, which is

included within financing activities in the condensed consolidated statements of cash flows.

The Company recorded equity-based compensation expense, net of forfeitures, for restricted stock units of $92.9 million

and $125.2 million for the three months ended June 30, 2025 and 2024, respectively, with $18.1 million and $23.6 million of

corresponding deferred tax benefits, respectively. The Company recorded equity-based compensation expense, net of

forfeitures, for restricted stock units of $196.4 million and $233.5 million for the six months ended June 30, 2025 and 2024,

respectively, with $36.7 million and $43.8 million of corresponding deferred tax benefits, respectively. As of June 30, 2025, the

total unrecognized equity-based compensation expense related to unvested restricted stock units was $545.8 million, which is

expected to be recognized over a weighted-average term of 2.0 years.

15. Segment Reporting

Carlyle conducts its operations through three reportable segments:

Global Private Equity – The Global Private Equity segment advises buyout, growth, real estate, and infrastructure &

natural resources funds. The segment also includes the NGP Carry Funds advised by NGP.

Global Credit – The Global Credit segment advises funds and vehicles that pursue investment strategies including

insurance solutions, liquid credit, opportunistic credit, direct lending, asset-backed finance, aviation finance,

infrastructure credit, cross-platform credit products, and global capital markets.

Carlyle AlpInvest – The Carlyle AlpInvest segment advises global private equity programs that pursue secondary

purchases and financing of existing portfolios, managed co-investment programs, and primary fund investments.

The Company’s reportable business segments are differentiated by their various investment focuses and strategies.

Overhead costs are generally allocated based on cash-based compensation and benefits expense for each segment. The

Company’s earnings from its investment in NGP are presented in the respective operating captions within the Global Private

Equity segment.

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The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

Distributable Earnings. Distributable Earnings, or “DE,” is a key performance benchmark used in the Company’s

industry and is evaluated regularly by the chief operating decision maker (“CODM”), which is our Chief Executive Officer, in

making resource deployment and compensation decisions and in assessing performance of the Company’s three reportable

segments. The CODM also uses DE in budgeting, forecasting, and the overall management of the Company’s segments. The

CODM believes that reporting DE is helpful to understanding the Company’s business and that investors should review the

same supplemental financial measure that the CODM uses to analyze the Company’s segment performance. DE is intended to

show the amount of net realized earnings without the effects of the consolidation of the Consolidated Funds. DE is derived from

the Company’s segment reported results and is used to assess performance.

Distributable Earnings differs from income (loss) before provision for income taxes computed in accordance with U.S.

GAAP in that it includes certain tax expenses associated with certain foreign performance revenues (composed of performance

allocations and incentive fees), and does not include unrealized performance allocations and related compensation expense,

unrealized principal investment income, equity-based compensation expense, net income (loss) attributable to non-Carlyle

interests in consolidated entities, or charges (credits) related to Carlyle corporate actions and non-recurring items that affect

period-to-period comparability and are not reflective of the Company’s operational performance. Charges (credits) related to

Carlyle corporate actions and non-recurring items include: charges associated with the Conversion, charges (credits) associated

with acquisitions, dispositions or strategic investments, changes in the tax receivable agreement liability, amortization and any

impairment charges associated with acquired intangible assets, transaction costs associated with acquisitions and dispositions,

charges associated with earn-outs and contingent consideration including gains and losses associated with the estimated fair

value of contingent considerations issued in conjunction with acquisitions or strategic investments, impairment charges

associated with lease right-of-use assets, gains and losses from the retirement of debt, charges associated with contract

terminations and employee severance, and non-recurring items that affect period-to-period comparability and are not reflective

of the Company’s operating performance. Management believes the inclusion or exclusion of these items provides investors

with a meaningful indication of the Company’s core operating performance.

Fee Related Earnings. Fee Related Earnings, or “FRE,” is a component of DE and is used to assess the ability of the

business to cover base compensation and operating expenses from total fee revenues. FRE adjusts DE to exclude net realized

performance revenues, realized principal investment income, and net interest (interest income less interest expense). Fee

Related Earnings includes fee related performance revenues and related compensation expense. Fee related performance

revenues represent the realized portion of performance revenues that are measured and received on a recurring basis, are not

dependent on realization events, and which have no risk of giveback.

Asset information by segment is not disclosed because this information is not used by the CODM to make resource

deployment decisions or evaluate the performance of the Company’s segments.

Table of Contents

The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

The following tables present the financial data for the Company’s three reportable segments for the three and six months

ended June 30, 2025:

	Three Months Ended June 30, 2025
	Global<br><br>Private<br><br>Equity	Global<br><br>Credit	Carlyle<br><br>AlpInvest	Total
	(Dollars in millions)
Segment Revenues
Fund level fee revenues
Fund management fees	$302.4	$170.0	$117.2	$589.6
Portfolio advisory and transaction fees, net and other	6.9	41.0	—	47.9
Fee related performance revenues	—	28.6	10.1	38.7
Total fund level fee revenues	309.3	239.6	127.3	676.2
Realized performance revenues	244.7	5.1	10.0	259.8
Realized principal investment income	12.4	12.0	9.1	33.5
Interest income	5.5	7.0	2.0	14.5
Total revenues	571.9	263.7	148.4	984.0
Segment Expenses
Compensation and benefits
Cash-based compensation and benefits	108.4	88.2	37.2	233.8
Realized performance revenues related compensation	160.9	3.1	8.1	172.1
Total compensation and benefits	269.3	91.3	45.3	405.9
General, administrative, and other indirect expenses(1)	50.3	36.2	19.8	106.3
Depreciation and amortization expense	7.0	3.8	2.0	12.8
Interest expense	13.4	11.5	3.1	28.0
Total expenses	340.0	142.8	70.2	553.0
(=) Distributable Earnings	$231.9	$120.9	$78.2	$431.0
(-) Realized Net Performance Revenues	83.8	2.0	1.9	87.7
(-) Realized Principal Investment Income	12.4	12.0	9.1	33.5
(+) Net Interest	7.9	4.5	1.1	13.5
(=) Fee Related Earnings	$143.6	$111.4	$68.3	$323.3

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The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

	Six Months Ended June 30, 2025
	Global<br><br>Private<br><br>Equity	Global<br><br>Credit	Carlyle<br><br>AlpInvest	Total
	(Dollars in millions)
Segment Revenues
Fund level fee revenues
Fund management fees	$585.4	$309.6	$220.1	$1,115.1
Portfolio advisory and transaction fees, net and other	21.4	104.4	—	125.8
Fee related performance revenues	—	57.4	20.8	78.2
Total fund level fee revenues	606.8	471.4	240.9	1,319.1
Realized performance revenues	561.8	18.4	34.7	614.9
Realized principal investment income	27.5	17.5	18.5	63.5
Interest income	11.5	14.0	4.2	29.7
Total revenues	1,207.6	521.3	298.3	2,027.2
Segment Expenses
Compensation and benefits
Cash-based compensation and benefits	209.1	177.2	71.5	457.8
Realized performance revenues related compensation	361.3	11.0	27.5	399.8
Total compensation and benefits	570.4	188.2	99.0	857.6
General, administrative, and other indirect expenses(1)	99.0	71.2	31.7	201.9
Depreciation and amortization expense	13.9	7.7	3.9	25.5
Interest expense	26.8	22.8	6.2	55.8
Total expenses	710.1	289.9	140.8	1,140.8
(=) Distributable Earnings	$497.5	$231.4	$157.5	$886.4
(-) Realized Net Performance Revenues	200.5	7.4	7.2	215.1
(-) Realized Principal Investment Income	27.5	17.5	18.5	63.5
(+) Net Interest	15.3	8.8	2.0	26.1
(=) Fee Related Earnings	$284.8	$215.3	$133.8	$633.9

(1)General, administrative, and other indirect expenses primarily comprised professional fees, rent and other office expenses, IT expenses, travel and

entertainment expenses, and fundraising costs.

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The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

The following tables present the financial data for the Company’s three reportable segments for the three and six months

ended June 30, 2024:

	Three Months Ended June 30, 2024
	Global<br><br>Private<br><br>Equity	Global<br><br>Credit	Carlyle<br><br>AlpInvest	Total
	(Dollars in millions)
Segment Revenues
Fund level fee revenues
Fund management fees	$305.2	$140.8	$79.5	$525.5
Portfolio advisory and transaction fees, net and other	3.8	25.0	0.1	28.9
Fee related performance revenues	3.2	28.0	1.9	33.1
Total fund level fee revenues	312.2	193.8	81.5	587.5
Realized performance revenues	129.7	6.9	19.9	156.5
Realized principal investment income	6.8	19.2	0.6	26.6
Interest income	6.5	10.1	1.7	18.3
Total revenues	455.2	230.0	103.7	788.9
Segment Expenses
Compensation and benefits
Cash-based compensation and benefits	103.9	74.0	27.4	205.3
Realized performance revenues related compensation	81.4	4.3	15.1	100.8
Total compensation and benefits	185.3	78.3	42.5	306.1
General, administrative, and other indirect expenses(1)	50.2	35.3	12.4	97.9
Depreciation and amortization expense	6.5	3.2	1.6	11.3
Interest expense	14.1	13.4	2.9	30.4
Total expenses	256.1	130.2	59.4	445.7
(=) Distributable Earnings	$199.1	$99.8	$44.3	$343.2
(-) Realized Net Performance Revenues	48.3	2.6	4.8	55.7
(-) Realized Principal Investment Income	6.8	19.2	0.6	26.6
(+) Net Interest	7.6	3.3	1.2	12.1
(=) Fee Related Earnings	$151.6	$81.3	$40.1	$273.0

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The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

	Six Months Ended June 30, 2024
	Global<br><br>Private<br><br>Equity	Global<br><br>Credit	Carlyle<br><br>AlpInvest	Total
	(Dollars in millions)
Segment Revenues
Fund level fee revenues
Fund management fees	$609.8	$277.7	$153.6	$1,041.1
Portfolio advisory and transaction fees, net and other	10.9	44.6	0.1	55.6
Fee related performance revenues	6.9	52.2	3.1	62.2
Total fund level fee revenues	627.6	374.5	156.8	1,158.9
Realized performance revenues	503.5	7.5	43.3	554.3
Realized principal investment income	25.7	33.0	1.6	60.3
Interest income	14.1	20.8	3.5	38.4
Total revenues	1,170.9	435.8	205.2	1,811.9
Segment Expenses
Compensation and benefits
Cash-based compensation and benefits	213.2	150.8	55.6	419.6
Realized performance revenues related compensation	315.7	4.6	36.3	356.6
Total compensation and benefits	528.9	155.4	91.9	776.2
General, administrative, and other indirect expenses(1)	88.8	64.9	23.9	177.6
Depreciation and amortization expense	12.9	6.3	3.2	22.4
Interest expense	28.1	27.3	5.8	61.2
Total expenses	658.7	253.9	124.8	1,037.4
(=) Distributable Earnings	$512.2	$181.9	$80.4	$774.5
(-) Realized Net Performance Revenues	187.8	2.9	7.0	197.7
(-) Realized Principal Investment Income	25.7	33.0	1.6	60.3
(+) Net Interest	14.0	6.5	2.3	22.8
(=) Fee Related Earnings	$312.7	$152.5	$74.1	$539.3

(1)General, administrative, and other indirect expenses primarily comprised professional fees, rent and other office expenses, IT expenses, travel and

entertainment expenses, and fundraising costs.

The following tables reconcile the Total Segments to the Company’s Income (Loss) Before Provision for Taxes for the

three months ended June 30, 2025 and 2024:

	Three Months Ended June 30, 2025
	Total<br><br>Reportable<br><br>Segments	Consolidated<br><br>Funds	Reconciling<br><br>Items		Carlyle<br><br>Consolidated
	(Dollars in millions)
Revenues	$984.0	$163.0	$425.9	(a)	$1,572.9
Expenses	$553.0	$178.5	$447.6	(b)	$1,179.1
Other income (loss)	$—	$46.8	$—	(c)	$46.8
Distributable earnings	$431.0	$31.3	$(21.7)	(d)	$440.6

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The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

	Three Months Ended June 30, 2024
	Total<br><br>Reportable<br><br>Segments	Consolidated<br><br>Funds	Reconciling<br><br>Items		Carlyle<br><br>Consolidated
	(Dollars in millions)
Revenues	$788.9	$165.6	$115.2	(a)	$1,069.7
Expenses	$445.7	$164.5	$235.6	(b)	$845.8
Other income (loss)	$—	$(5.1)	$—	(c)	$(5.1)
Distributable earnings	$343.2	$(4.0)	$(120.4)	(d)	$218.8

The following tables reconcile the Total Segments to the Company’s Income (Loss) Before Provision for Taxes for the

six months ended June 30, 2025 and 2024.

	Six Months Ended June 30, 2025
	Total<br><br>Reportable<br><br>Segments	Consolidated<br><br>Funds	Reconciling<br><br>Items		Carlyle<br><br>Consolidated
	(Dollars in millions)
Revenues	$2,027.2	$296.4	$222.4	(a)	$2,546.0
Expenses	$1,140.8	$309.3	$537.2	(b)	$1,987.3
Other income (loss)	$—	$52.9	$—	(c)	$52.9
Distributable earnings	$886.4	$40.0	$(314.8)	(d)	$611.6	Six Months Ended June 30, 2024
---	---	---	---	---	---
	Total<br><br>Reportable<br><br>Segments	Consolidated<br><br>Funds	Reconciling<br><br>Items		Carlyle<br><br>Consolidated
	(Dollars in millions)
Revenues	$1,811.9	$330.5	$(384.3)	(a)	$1,758.1
Expenses	$1,037.4	$304.0	$65.1	(b)	$1,406.5
Other income (loss)	$—	$(12.1)	$—	(c)	$(12.1)
Distributable earnings	$774.5	$14.4	$(449.4)	(d)	$339.5

(a)The Revenues adjustment principally represents unrealized performance revenues, unrealized principal investment

income (loss) (including Fortitude), revenues earned from the Consolidated Funds which were eliminated in

consolidation to arrive at the Company’s total revenues, adjustments for amounts attributable to non-controlling

interests in consolidated entities, adjustments related to expenses associated with the investments in NGP Management

and its affiliates that are included in operating captions or are excluded from the segment results, adjustments to reflect

the reimbursement of certain costs incurred on behalf of Carlyle funds on a net basis, and the inclusion of tax expenses

associated with certain foreign performance revenues, as detailed below:

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The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

	Three Months Ended<br><br>June 30,		Six Months Ended<br><br>June 30,
	2025	2024	2025	2024
	(Dollars in millions)
Unrealized performance and fee related performance revenues	$331.0	$47.4	$133.7	$(474.2)
Unrealized principal investment income (loss)	25.5	48.1	42.5	52.5
Adjustments related to expenses associated with investments in NGP<br><br>Management and its affiliates	(12.4)	(3.8)	(108.5)	(7.0)
Non-controlling interests and other adjustments to present certain costs on<br><br>a net basis	106.8	36.2	197.8	77.7
Elimination of revenues of Consolidated Funds	(25.0)	(12.7)	(43.1)	(33.3)
	$425.9	$115.2	$222.4	$(384.3)

The following table reconciles the total segments fund level fee revenue to the most directly comparable U.S. GAAP

measure, the Company’s consolidated fund management fees, for the three and six months ended June 30, 2025 and

2024.

	Three Months Ended<br><br>June 30,		Six Months Ended<br><br>June 30,
	2025	2024	2025	2024
	(Dollars in millions)
Total Reportable Segments - Fund level fee revenues	$676.2	$587.5	$1,319.1	$1,158.9
Adjustments(1)	(55.8)	(53.1)	(112.6)	(100.9)
Carlyle Consolidated - Fund management fees	$620.4	$534.4	$1,206.5	$1,058.0

(1)Adjustments represent the reclassification of NGP management fees from principal investment income, the

reclassification of fee related performance revenues from business development companies and other products,

management fees earned from Consolidated Funds which were eliminated in consolidation to arrive at the

Company’s fund management fees, and the reclassification of certain amounts included in portfolio advisory

fees, net and other in the segment results that are included in interest and other income in the U.S. GAAP results.

(b)The Expenses adjustment represents the elimination of intercompany expenses of the Consolidated Funds payable to the

Company, the inclusion of equity-based compensation, certain tax expenses associated with realized performance

revenues related compensation, and unrealized performance revenues related compensation, adjustments related to

expenses associated with the investment in NGP Management that are included in operating captions, adjustments to

reflect the reimbursement of certain costs incurred on behalf of Carlyle funds on a net basis, changes in the tax

receivable agreement liability, and charges and credits associated with Carlyle corporate actions and non-recurring

items, as detailed below:

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The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

	Three Months Ended<br><br>June 30,		Six Months Ended<br><br>June 30,
	2025	2024	2025	2024
	(Dollars in millions)
Unrealized performance and fee related performance revenue<br><br>compensation expense	$206.7	$32.2	$99.4	$(296.2)
Equity-based compensation	96.4	127.4	201.1	238.4
Acquisition or disposition-related charges and amortization of intangibles<br><br>and impairment	48.3	33.3	170.5	66.1
Tax (expense) benefit associated with certain foreign performance<br><br>revenues related compensation	(0.1)	(0.2)	(0.1)	(1.2)
Non-controlling interests and other adjustments to present certain costs on<br><br>a net basis	99.9	27.0	74.2	44.8
Other adjustments	4.0	28.3	17.1	40.5
Elimination of expenses of Consolidated Funds	(7.6)	(12.4)	(25.0)	(27.3)
	$447.6	$235.6	$537.2	$65.1

(c)The Other Income (Loss) adjustment results from the Consolidated Funds that were eliminated in consolidation to

arrive at the Company’s total Other Income (Loss).

(d)The following table is a reconciliation of Income (Loss) Before Provision for Income Taxes to Distributable Earnings

and to Fee Related Earnings:

	Three Months Ended<br><br>June 30,		Six Months Ended<br><br>June 30,
	2025	2024	2025	2024
	(Dollars in millions)
Income (loss) before provision for income taxes	$440.6	$218.8	$611.6	$339.5
Adjustments:
Net unrealized performance and fee related performance revenues	(124.3)	(15.2)	(34.3)	178.0
Unrealized principal investment (income) loss	(25.5)	(48.1)	(42.5)	(52.5)
Equity-based compensation(1)	96.4	127.4	201.1	238.4
Acquisition or disposition-related charges, including amortization of intangibles<br><br>and impairment	48.3	33.3	170.5	66.1
Tax (expense) benefit associated with certain foreign performance revenues	(0.1)	(0.2)	(0.1)	(1.2)
Net income attributable to non-controlling interests in consolidated entities	(8.4)	(1.1)	(37.0)	(34.3)
Other adjustments(2)	4.0	28.3	17.1	40.5
Distributable Earnings	$431.0	$343.2	$886.4	$774.5
Realized performance revenues, net of related compensation(3)	87.7	55.7	215.1	197.7
Realized principal investment income(3)	33.5	26.6	63.5	60.3
Net interest	13.5	12.1	26.1	22.8
Fee Related Earnings	$323.3	$273.0	$633.9	$539.3

(1)Equity-based compensation for the three and six months ended June 30, 2025 and 2024 included amounts that are presented in

principal investment income and general, administrative and other expenses in the Company’s condensed consolidated

statements of operations.

(2)Includes charges (credits) related to Carlyle corporate actions and non-recurring items that affect period-to-period

comparability and are not reflective of the Company’s operating performance.

(3)See reconciliation to most directly comparable U.S. GAAP measure below:

Table of Contents

The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

	Three Months Ended June 30, 2025
	Carlyle<br><br>Consolidated	Adjustments (4)	Total<br><br>Reportable<br><br>Segments
	(Dollars in millions)
Performance revenues	$638.8	$(379.0)	$259.8
Performance revenues related compensation expense	443.6	(271.5)	172.1
Net performance revenues	$195.2	$(107.5)	$87.7
Principal investment income (loss)	$55.2	$(21.7)	$33.5
	Six Months Ended June 30, 2025
	Carlyle<br><br>Consolidated	Adjustments (4)	Total<br><br>Reportable<br><br>Segments
	(Dollars in millions)
Performance revenues	$861.7	$(246.8)	$614.9
Performance revenues related compensation expense	615.0	(215.2)	399.8
Net performance revenues	$246.7	$(31.6)	$215.1
Principal investment income (loss)	$(7.9)	$71.4	$63.5	Three Months Ended June 30, 2024
---	---	---	---
	Carlyle<br><br>Consolidated	Adjustments (4)	Total<br><br>Reportable<br><br>Segments
	(Dollars in millions)
Performance revenues	$198.2	$(41.7)	$156.5
Performance revenues related compensation expense	144.2	(43.4)	100.8
Net performance revenues	$54.0	$1.7	$55.7
Principal investment income (loss)	$88.1	$(61.5)	$26.6
	Six Months Ended June 30, 2024
	Carlyle<br><br>Consolidated	Adjustments (4)	Total<br><br>Reportable<br><br>Segments
	(Dollars in millions)
Performance revenues	$41.2	$513.1	$554.3
Performance revenues related compensation expense	71.4	285.2	356.6
Net performance revenues	$(30.2)	$227.9	$197.7
Principal investment income (loss)	$161.2	$(100.9)	$60.3

(4) Adjustments to performance revenues and principal investment income (loss) relate to (i) unrealized performance allocations

net of related compensation expense and unrealized principal investment income, which are excluded from the segment

results, (ii) amounts earned from the Consolidated Funds, which were eliminated in the U.S. GAAP consolidation but were

included in the segment results, (iii) amounts attributable to non-controlling interests in consolidated entities, which were

excluded from the segment results, (iv) the reclassification of NGP performance revenues, which are included in principal

investment income in the U.S. GAAP financial statements, (v) the reclassification of fee related performance revenues, which

are included in fund level fee revenues in the segment results, and (vi) the reclassification of tax expenses associated with

certain foreign performance revenues. Adjustments to principal investment income (loss) also include the reclassification of

earnings for the investments in NGP Management and its affiliates to the appropriate operating captions for the segment

results, the exclusion of charges associated with the investment in NGP Management and its affiliates that are excluded from

the segment results and the exclusion of the principal investment loss from dilution of the indirect investment in Fortitude.

Table of Contents

The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

16. Subsequent Events

In July, the Company’s Board of Directors declared a quarterly dividend of $0.35 per share of common stock to common

stockholders of record at the close of business on August 18, 2025, payable on August 28, 2025.

Table of Contents

The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

17. Supplemental Financial Information

The following supplemental financial information illustrates the consolidating effects of the Consolidated Funds on the

Company’s financial position as of June 30, 2025 and December 31, 2024 and results of operations for the three and six months

ended June 30, 2025 and 2024. The supplemental statement of cash flows is presented without effects of the Consolidated

Funds.

	As of June 30, 2025
	Consolidated<br><br>Operating<br><br>Entities	Consolidated<br><br>Funds	Eliminations	Consolidated
	(Dollars in millions)
Assets
Cash and cash equivalents	$1,275.8	$—	$—	$1,275.8
Cash and cash equivalents held at Consolidated Funds	—	463.1	—	463.1
Investments, including accrued performance allocations of $7,598.8	11,890.3	—	(687.2)	11,203.1
Investments of Consolidated Funds	—	9,857.5	—	9,857.5
Due from affiliates and other receivables, net	1,097.9	—	(302.4)	795.5
Due from affiliates and other receivables of Consolidated Funds, net	—	247.8	—	247.8
Fixed assets, net	191.7	—	—	191.7
Lease right-of-use assets, net	351.1	—	—	351.1
Deposits and other	81.4	1.5	—	82.9
Intangible assets, net	573.6	—	—	573.6
Deferred tax assets	25.7	—	—	25.7
Total assets	$15,487.5	$10,569.9	$(989.6)	$25,067.8
Liabilities and equity
Debt obligations	$2,155.3	$—	$—	$2,155.3
Loans payable of Consolidated Funds	—	8,350.3	(294.2)	8,056.1
Accounts payable, accrued expenses and other liabilities	439.5	—	—	439.5
Accrued compensation and benefits	5,598.9	—	—	5,598.9
Due to affiliates	193.2	5.7	—	198.9
Deferred revenue	204.0	—	—	204.0
Deferred tax liabilities	128.3	—	—	128.3
Other liabilities of Consolidated Funds	—	1,031.0	(0.1)	1,030.9
Lease liabilities	493.7	—	—	493.7
Accrued giveback obligations	44.6	—	—	44.6
Total liabilities	9,257.5	9,387.0	(294.3)	18,350.2
Common stock	3.6	—	—	3.6
Additional paid-in capital	4,096.4	715.7	(715.7)	4,096.4
Retained earnings	1,950.0	—	—	1,950.0
Accumulated other comprehensive loss	(222.7)	12.8	20.4	(189.5)
Non-controlling interests in consolidated entities	402.7	454.4	—	857.1
Total equity	6,230.0	1,182.9	(695.3)	6,717.6
Total liabilities and equity	$15,487.5	$10,569.9	$(989.6)	$25,067.8

Table of Contents

The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

	As of December 31, 2024
	Consolidated<br><br>Operating<br><br>Entities	Consolidated<br><br>Funds	Eliminations	Consolidated
	(Dollars in millions)
Assets
Cash and cash equivalents	$1,266.0	$—	$—	$1,266.0
Cash and cash equivalents held at Consolidated Funds	—	830.4	—	830.4
Investments, including accrued performance allocations of $7,053.5	11,324.1	—	(387.4)	10,936.7
Investments of Consolidated Funds	—	7,782.4	—	7,782.4
Due from affiliates and other receivables, net	1,111.0	—	(305.4)	805.6
Due from affiliates and other receivables of Consolidated Funds, net	—	237.1	—	237.1
Fixed assets, net	185.3	—	—	185.3
Lease right-of-use assets, net	341.4	—	—	341.4
Deposits and other	55.1	1.8	—	56.9
Intangible assets, net	634.1	—	—	634.1
Deferred tax assets	27.6	—	—	27.6
Total assets	$14,944.6	$8,851.7	$(692.8)	$23,103.5
Liabilities and equity
Debt obligations	$2,143.5	$—	$—	$2,143.5
Loans payable of Consolidated Funds	—	7,161.6	(297.4)	6,864.2
Accounts payable, accrued expenses and other liabilities	389.8	—	—	389.8
Accrued compensation and benefits	5,446.6	—	—	5,446.6
Due to affiliates	236.6	5.3	—	241.9
Deferred revenue	138.7	—	—	138.7
Deferred tax liabilities	137.0	—	—	137.0
Other liabilities of Consolidated Funds	—	861.7	(0.1)	861.6
Lease liabilities	488.6	—	—	488.6
Accrued giveback obligations	44.0	—	—	44.0
Total liabilities	9,024.8	8,028.6	(297.5)	16,755.9
Common stock	3.6	—	—	3.6
Additional paid-in capital	3,892.3	423.5	(423.5)	3,892.3
Retained earnings	2,040.8	—	—	2,040.8
Accumulated other comprehensive loss	(350.5)	(7.5)	28.2	(329.8)
Non-controlling interests in consolidated entities	333.6	407.1	—	740.7
Total equity	5,919.8	823.1	(395.3)	6,347.6
Total liabilities and equity	$14,944.6	$8,851.7	$(692.8)	$23,103.5

Table of Contents

The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

	Three Months Ended June 30, 2025
	Consolidated<br><br>Operating<br><br>Entities	Consolidated<br><br>Funds	Eliminations	Consolidated
	(Dollars in millions)
Revenues
Fund management fees	$628.0	$—	$(7.6)	$620.4
Incentive fees	40.9	—	(0.4)	40.5
Investment income
Performance allocations	640.0	—	(1.2)	638.8
Principal investment income	66.2	—	(11.0)	55.2
Total investment income	706.2	—	(12.2)	694.0
Interest and other income	59.8	—	(4.8)	55.0
Interest and other income of Consolidated Funds	—	163.0	—	163.0
Total revenues	1,434.9	163.0	(25.0)	1,572.9
Expenses
Compensation and benefits
Cash-based compensation and benefits	238.4	—	—	238.4
Equity-based compensation	92.9	—	—	92.9
Performance allocations and incentive fee related compensation	443.6	—	—	443.6
Total compensation and benefits	774.9	—	—	774.9
General, administrative and other expenses	205.4	—	0.1	205.5
Interest	28.0	—	—	28.0
Interest and other expenses of Consolidated Funds	—	178.5	(7.7)	170.8
Other non-operating income	(0.1)	—	—	(0.1)
Total expenses	1,008.2	178.5	(7.6)	1,179.1
Other income (loss)
Net investment income of Consolidated Funds	—	46.8	—	46.8
Income before provision for income taxes	426.7	31.3	(17.4)	440.6
Provision for income taxes	112.5	—	—	112.5
Net income	314.2	31.3	(17.4)	328.1
Net income (loss) attributable to non-controlling interests in consolidated<br><br>entities	(5.5)	—	13.9	8.4
Net income attributable to The Carlyle Group Inc.	$319.7	$31.3	$(31.3)	$319.7

Table of Contents

The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

	Six Months Ended June 30, 2025
	Consolidated<br><br>Operating<br><br>Entities	Consolidated<br><br>Funds	Eliminations	Consolidated
	(Dollars in millions)
Revenues
Fund management fees	$1,222.4	$—	$(15.9)	$1,206.5
Incentive fees	84.2	—	(0.5)	83.7
Investment income
Performance allocations	863.4	—	(1.7)	861.7
Principal investment income (loss)	5.7	—	(13.6)	(7.9)
Total investment income	869.1	—	(15.3)	853.8
Interest and other income	117.0	—	(11.4)	105.6
Interest and other income of Consolidated Funds	—	296.4	—	296.4
Total revenues	2,292.7	296.4	(43.1)	2,546.0
Expenses
Compensation and benefits
Cash-based compensation and benefits	456.8	—	—	456.8
Equity-based compensation	196.4	—	—	196.4
Performance allocations and incentive fee related compensation	615.0	—	—	615.0
Total compensation and benefits	1,268.2	—	—	1,268.2
General, administrative and other expenses	379.1	—	—	379.1
Interest	55.8	—	—	55.8
Interest and other expenses of Consolidated Funds	—	309.3	(25.0)	284.3
Other non-operating income	(0.1)	—	—	(0.1)
Total expenses	1,703.0	309.3	(25.0)	1,987.3
Other income (loss)
Net investment income of Consolidated Funds	—	52.9	—	52.9
Income before provision for income taxes	589.7	40.0	(18.1)	611.6
Provision for income taxes	124.9	—	—	124.9
Net income	464.8	40.0	(18.1)	486.7
Net income attributable to non-controlling interests in consolidated<br><br>entities	15.1	—	21.9	37.0
Net income attributable to The Carlyle Group Inc.	$449.7	$40.0	$(40.0)	$449.7

Table of Contents

The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

	Three Months Ended June 30, 2024
	Consolidated<br><br>Operating<br><br>Entities	Consolidated<br><br>Funds	Eliminations	Consolidated
	(Dollars in millions)
Revenues
Fund management fees	$540.8	$—	$(6.4)	$534.4
Incentive fees	31.6	—	(0.3)	31.3
Investment income
Performance allocations	197.3	—	0.9	198.2
Principal investment income	90.8	—	(2.7)	88.1
Total investment income	288.1	—	(1.8)	286.3
Interest and other income	56.3	—	(4.2)	52.1
Interest and other income of Consolidated Funds	—	165.6	—	165.6
Total revenues	916.8	165.6	(12.7)	1,069.7
Expenses
Compensation and benefits
Cash-based compensation and benefits	206.3	—	—	206.3
Equity-based compensation	125.2	—	—	125.2
Performance allocations and incentive fee related compensation	144.2	—	—	144.2
Total compensation and benefits	475.7	—	—	475.7
General, administrative and other expenses	187.9	—	—	187.9
Interest	30.4	—	—	30.4
Interest and other expenses of Consolidated Funds	—	164.5	(12.4)	152.1
Other non-operating income	(0.3)	—	—	(0.3)
Total expenses	693.7	164.5	(12.4)	845.8
Other income (loss)
Net investment loss of Consolidated Funds	—	(5.1)	—	(5.1)
Income (loss) before provision for income taxes	223.1	(4.0)	(0.3)	218.8
Provision for income taxes	69.5	—	—	69.5
Net income (loss)	153.6	(4.0)	(0.3)	149.3
Net income attributable to non-controlling interests in consolidated<br><br>entities	5.4	—	(4.3)	1.1
Net income (loss) attributable to The Carlyle Group Inc.	$148.2	$(4.0)	$4.0	$148.2

Table of Contents

The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

	Six Months Ended June 30, 2024
	Consolidated<br><br>Operating<br><br>Entities	Consolidated<br><br>Funds	Eliminations	Consolidated
	(Dollars in millions)
Revenues
Fund management fees	$1,071.0	$—	$(13.0)	$1,058.0
Incentive fees	57.8	—	(0.3)	57.5
Investment income
Performance allocations	41.5	—	(0.3)	41.2
Principal investment income	170.4	—	(9.2)	161.2
Total investment income	211.9	—	(9.5)	202.4
Interest and other income	120.2	—	(10.5)	109.7
Interest and other income of Consolidated Funds	—	330.5	—	330.5
Total revenues	1,460.9	330.5	(33.3)	1,758.1
Expenses
Compensation and benefits
Cash-based compensation and benefits	428.2	—	—	428.2
Equity-based compensation	233.5	—	—	233.5
Performance allocations and incentive fee related compensation	71.4	—	—	71.4
Total compensation and benefits	733.1	—	—	733.1
General, administrative and other expenses	335.6	—	—	335.6
Interest	61.2	—	—	61.2
Interest and other expenses of Consolidated Funds	—	304.0	(27.3)	276.7
Other non-operating income	(0.1)	—	—	(0.1)
Total expenses	1,129.8	304.0	(27.3)	1,406.5
Other income (loss)
Net investment loss of Consolidated Funds	—	(12.1)	—	(12.1)
Income before provision for income taxes	331.1	14.4	(6.0)	339.5
Provision for income taxes	91.4	—	—	91.4
Net income	239.7	14.4	(6.0)	248.1
Net income attributable to non-controlling interests in consolidated<br><br>entities	25.9	—	8.4	34.3
Net income attributable to The Carlyle Group Inc.	$213.8	$14.4	$(14.4)	$213.8

Table of Contents

The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

	Six Months Ended June 30,
	2025	2024
	(Dollars in millions)
Cash flows from operating activities
Net income	$464.8	$239.7
Adjustments to reconcile net income to net cash flows from operating activities:
Depreciation and amortization	94.6	90.8
Equity-based compensation	196.4	233.5
Non-cash performance allocations and incentive fees	(252.4)	145.8
Non-cash principal investment (income) loss	33.5	(144.5)
Other non-cash amounts	36.8	(1.5)
Purchases of investments	(481.8)	(383.0)
Proceeds from the sale of investments	499.5	271.1
Payments of contingent consideration	(1.0)	(1.5)
Change in deferred taxes, net	(16.5)	(42.5)
Change in due from affiliates and other receivables	(16.5)	(19.7)
Change in deposits and other	(25.0)	(7.8)
Change in accounts payable, accrued expenses and other liabilities	39.1	37.1
Change in accrued compensation and benefits	(116.2)	(277.4)
Change in due to affiliates	23.6	(2.1)
Change in lease right-of-use assets and lease liabilities	(6.3)	(4.0)
Change in deferred revenue	57.6	(9.8)
Net cash provided by operating activities	530.2	124.2
Cash flows from investing activities
Purchases of corporate treasury investments	—	(5.0)
Purchases of fixed assets, net	(34.2)	(31.9)
Net cash used in investing activities	(34.2)	(36.9)
Cash flows from financing activities
Borrowings under credit facilities	—	10.4
Repayments under credit facilities	—	(10.4)
Payments on CLO borrowings	(40.1)	(36.0)
Proceeds from CLO borrowings, net of financing costs	15.1	—
Dividends to common stockholders	(252.7)	(252.3)
Payment of deferred consideration for Carlyle Holdings units	—	(68.8)
Contributions from non-controlling interest holders	91.4	116.4
Distributions to non-controlling interest holders	(48.6)	(45.6)
Common shares repurchased and net share settlement of equity-based awards	(280.1)	(328.3)
Change in due to/from affiliates financing activities	(0.5)	7.3
Net cash used in financing activities	(515.5)	(607.3)
Effect of foreign exchange rate changes	29.9	(5.0)
Increase (decrease) in cash, cash equivalents and restricted cash	10.4	(525.0)
Cash, cash equivalents and restricted cash, beginning of period	1,266.5	1,442.1
Cash, cash equivalents and restricted cash, end of period	$1,276.9	$917.1
Reconciliation of cash, cash equivalents and restricted cash, end of period:
Cash and cash equivalents	$1,275.8	$914.8
Restricted cash	1.1	2.3
Total cash, cash equivalents and restricted cash, end of period	$1,276.9	$917.1
Cash and cash equivalents held at Consolidated Funds	$463.1	$1,047.5

Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Unless context suggests otherwise, references in this Quarterly Report on Form 10-Q to “Carlyle,” the “Company,”

“we,” “us,” and “our” refer to The Carlyle Group Inc. and its consolidated subsidiaries. The following discussion and

analysis should be read in conjunction with the consolidated financial statements and the related notes included in this

Quarterly Report on Form 10-Q and the Annual Report on Form 10-K for the year ended December 31, 2024.

Overview

We are one of the world’s largest global investment firms and deploy private capital across our business. We conduct our

operations through three reportable segments: Global Private Equity, Global Credit, and Carlyle AlpInvest (formerly, Global

Investment Solutions).

•Global Private Equity — Our Global Private Equity segment advises our buyout, growth, real estate, and infrastructure &

natural resources funds. The segment also includes the NGP Carry Funds advised by NGP. As of June 30, 2025, our

Global Private Equity segment had $165 billion in AUM and $102 billion in Fee-earning AUM.

•Global Credit — Our Global Credit segment advises funds and vehicles that pursue investment strategies including

insurance solutions, liquid credit, opportunistic credit, direct lending, asset-backed finance, aviation finance, infrastructure

credit, cross-platform credit products, and global capital markets. As of June 30, 2025, our Global Credit segment had

$203 billion in AUM and $163 billion in Fee-earning AUM.

•Carlyle AlpInvest — Our Carlyle AlpInvest segment advises global private equity programs that pursue secondary

purchases and financing of existing portfolios, managed co-investment programs, and primary fund investments. As of

June 30, 2025, our Carlyle AlpInvest segment had $97 billion in AUM and $60 billion in Fee-earning AUM.

We earn management fees pursuant to contractual arrangements with the investment funds that we manage and fees for

transaction advisory and oversight services provided to portfolio companies of these funds. We also typically receive a

performance fee from an investment fund, which may be either an incentive fee or a special residual allocation of income,

which we refer to as a performance allocation, or carried interest, in the event that specified investment returns are achieved by

the fund. Under U.S. generally accepted accounting principles (“U.S. GAAP”), we are required to consolidate some of the

investment funds that we advise. However, for segment reporting purposes, we present revenues and expenses on a basis that

deconsolidates these investment funds. Refer to Note 15, Segment Reporting, to the condensed consolidated financial

statements included in this Quarterly Report on Form 10-Q for more information on the differences between our financial

results reported pursuant to U.S. GAAP and our financial results for segment reporting purposes.

Table of Contents

Our Global Investment Offerings

The following table provides a breakout of the product offerings and related acronyms included in our total assets under

management of $465 billion as of June 30, 2025 for each of our three global business segments (in billions):

Global Private Equity	$165.1	Global Credit	$203.0
Corporate Private Equity	$106.4	Insurance Solutions 4	$82.3
U.S. Buyout (CP)	53.1	Liquid Credit	$49.6
Asia Buyout (CAP)	12.2	U.S. CLOs	35.7
Europe Buyout (CEP)	10.5	Europe CLOs	9.5
Carlyle Global Partners (CGP)	6.6	CLO Investment Products	2.5
Europe Technology (CETP)	6.1	Revolving Credit	2.0
Japan Buyout (CJP)	5.9	Private Credit	$71.1
U.S. Growth (CP Growth / CEOF)	3.1	Opportunistic Credit (CCOF / CSP)	19.9
Life Sciences (ABV / ACCD)	2.2	Aviation Finance (SASOF / CALF)	12.9
Asia Growth (CAP Growth / CAGP)	1.2	Direct Lending 5	12.5
Other 1	5.5	Asset-Backed Finance	9.6
Real Estate	$36.4	Cross-Platform Credit (incl CTAC)	9.0
U.S. Real Estate (CRP)	25.7	Infrastructure Credit (CICF)	6.6
Core Plus Real Estate (CPI)	8.2	Other 6	0.5
International Real Estate (CER)	2.5
Infrastructure & Natural Resources	$22.3	Carlyle AlpInvest	$96.5
NGP Energy 2	10.7	Secondaries and Portfolio Finance (ASF / ASPF)	$41.9
Infrastructure and Renewable Energy 3	6.1	Co-Investments (ACF)	$25.8
International Energy (CIEP)	5.5	Primary Investments & Other 7	$28.8

Note: All amounts shown represent total assets under management as of June 30, 2025, and totals may not sum due to rounding. In addition,

certain carry funds included herein may not be included in fund performance if they have not made an initial capital call or commenced

investment activity.

(1)Includes our Financial Services (CGFSP), Sub-Saharan Africa Buyout (CSSAF), South America Buyout (CSABF), Peru Buyout (CPF),

MENA Buyout and Ireland Buyout (CCIF) funds, as well as platform accounts which invest across Corporate Private Equity strategies.

(2)NGP Energy funds are advised by NGP Energy Capital Management, LLC, a separately registered investment adviser. We do not serve as

an investment adviser to those funds.

(3)Includes our Infrastructure (CGIOF), Renewable Energy (CRSEF) and Power funds (CPP / CPOCP).

(4)Includes Carlyle FRL, capital raised from strategic third-party investors which directly invest in Fortitude alongside Carlyle FRL, as well

as the fair value of the general account assets covered by the strategic advisory services agreement with Fortitude.

(5)Includes our business development companies (CGBD / CARS) and our evergreen fund (CDLF).

(6)Includes our Energy Credit (CEMOF) and Real Estate Credit (CNLI) funds.

(7)Includes Mezzanine and Carlyle AlpInvest Private Markets (CAPM) funds.

Trends Affecting our Business

The second quarter of 2025 ended very differently from the way it started. Just two days into the period, markets were

roiled by higher than expected “Liberation Day” tariffs, driving the S&P 500 down more than 12% peak-to-trough over the

following six days. Yet, financial markets ultimately performed well, as tariff rates were temporarily reduced and the hard

economic data, while lackluster, held up. In the United States, the S&P 500 and NASDAQ ended the quarter up 10.6% and

17.6%, respectively, outperforming many other global benchmarks (1%, 2.9%, and 7.9% for the Euro Stoxx 50, Shanghai

Composite, and DAX, respectively; the Nikkei 225 outperformed the S&P 500 with a 13.7% return). While employment

growth was sluggish in the U.S. during the second quarter, the unemployment rate was roughly unchanged at quarter-end

thanks in large part to a simultaneously shrinking labor force. Front-loaded inventories and longer-term supply contracts made

it possible for many businesses to maintain pricing and production schedules without sacrificing margins. Looking ahead,

however, prices, output, and labor demand will likely adjust more than has been observed thus far as inventory stocks dwindle

and fixed contracts approach expiration. Indeed, early clues of what might be yet to come were visible in the June inflation

report, where prices for goods with high import exposure surged (e.g., toy and appliance prices rose 15% and 34%,

respectively, at an annualized rate over the quarter). While trade negotiations have produced tentative agreements with a

handful of countries, the end-state tariff rate for many U.S. trading partners remains unclear. Several nations currently face

potential levies of as much as 25-50% on their exports to the U.S. and important inputs to domestic U.S. producers (copper

products, steel and aluminum) may shoulder 50% tariffs. While few expect a full implementation of the initial (and highest)

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“reciprocal” rates, current U.S. economy-wide effective tariff rates in place are already at 13%, a more than 10 percentage point

increase over 2024’s level, representing an implicit tax increase of over 1% of GDP. This fundamental change in trade policy

still imposes risks to corporate profit margins and broader global growth in subsequent quarters. Companies that rely on key

components and supplies from regions with high tariff rates may see their operating performance materially impacted, while

stretched consumers and a general softening in global growth may erode the financial performance of even those companies

with minimal trade dependence.

Perhaps the biggest counterweight to trade-policy headwinds is ongoing or planned fixed investment. In the U.S., the

relentless surge in artificial intelligence (AI)-related capital expenditures accounted for over half of U.S. GDP growth in the

first half of the year, with order backlogs growing at annual rates of 35–60%—a powerful support for both corporate investment

and overall output amid tariff uncertainty. This AI-related spend should also bolster business investment in Japan, even while

its auto sector faces headwinds from U.S. tariffs. In Europe, a pivot towards “military Keynesianism” could unlock upwards of

€1.5 trillion of new capex into defense, infrastructure, and energy over the next decade and, in turn, drive both productivity and

real output growth higher. In the second quarter, China’s economy performed remarkably well, expanding at a 4.5% annual rate

thanks to strong industrial production and export growth despite the U.S.’s punitive tariffs on Chinese goods; China has quickly

succeeded in finding new export destinations, primarily Southeast Asian countries such as Vietnam. However, exports to these

markets are not typically for domestic consumption (goods intended for domestic consumption only account for about 10% of

Vietnam’s imports from China). The prospect of broader tariffs on Asian imports with Chinese value-added has therefore

prompted many management teams to plan to relocate supply chains to Europe, with associated potential economic upside for

that region. India’s relatively large consumer market, strong manufacturing base in select sectors (e.g., smartphones, automotive

components), and growing policy emphasis on attracting foreign direct investment have also positioned it as a promising

alternative to China for global manufacturers, although recent tensions with the U.S. administration over India’s Russian oil

purchases has introduced uncertainty into the near-term outlook.

Despite the subsequent market rebound, the tariff-driven selloff earlier in the quarter underscored the new reality that

bonds no longer serve as a reliable hedge to risk assets. In April, rather than cushioning portfolios as stocks plunged, Treasury

yields spiked in tandem. Large and persistent fiscal deficits, an overvalued dollar, and the risk of sanctions pressures have

combined to make U.S. dollar-denominated assets less attractive, putting upward pressure on the term premia of longer-

duration Treasuries. Against this backdrop, private market allocations stand out. For decades, private assets have delivered a

100–500 bps annualized net-of-fees return premium over their public equivalents. In an era when liquid markets can amplify

shocks rather than cushion them, that premium together with the built-in liquidity “buffer” of closed-end structures offer

complementary hedge and asset allocation characteristics in a diversified portfolio of equities and bonds. Closed-end structures

and termed-out liabilities prevent private funds from being forced into fire-sale liquidations or abrupt markdowns, unlike listed

markets, where the most liquid stocks fell roughly 15% in April compared with an approximately 11% drop for the least liquid

quartile—a gap of over 400 bps.

On the surface, global M&A activity in Q2 2025 would appear to be robust, totaling nearly $1.1 trillion in the quarter,

essentially unchanged from Q1 2025 but about 30% above year-ago levels. However, deal count tells a different story: there

were just 8,700 transactions worldwide, lower than the 9,500 transactions observed in Q2 2020 at the onset of the pandemic and

the lowest on record since 2005. Aggregate volumes were flattered by a concentration of large cash- and stock-driven deals.

Activity was subdued across all regions, most notably in Europe and the U.S., where deal counts fell 24% and 22%,

respectively, relative to year-ago levels. Asia fared somewhat better, though from already reduced bases. The same pattern is

apparent in sponsor-led acquisitions. Globally, GPs announced LBOs totaling $151 billion in Q2 2025, the largest quarterly

dollar figure since Q2 2022—but this uptick was entirely driven by a handful of mega-transactions. The top ten LBOs

accounted for 60 percent of the quarter’s total value, while the total number of sponsor-led deals dipped to just 390, the fewest

since Q3 2023. The slower deal environment was also reflected in sluggish exit activity in the broader market. Although total

exit proceeds reached $102 billion—up nearly 20 percent from Q1 2025—this surge was almost entirely due to one large

transaction that accounted for roughly 25% of global exit value for the quarter. The total number of divestitures was just 422

companies, marking the weakest quarterly count since Q4 2022. Through the first half of 2025, buyout-backed company exits

were roughly 18% lower than in the first half of 2024. There is reason for optimism in the coming quarters, however. Recent

surveys indicate that over half of U.S. companies are still actively looking to pursue M&A, and there have been several notable

deal announcements from the last week of July into the first week of August 2025. In the interim, heightened demand for

liquidity at the same time that exit activity has slowed could present our secondaries business the opportunity to buy assets at

discounts larger than would have been otherwise anticipated. Continuation vehicles and portfolio financings have also emerged

as important channels to generate liquidity for both GPs and LPs. Continuation vehicles are now responsible for more than 13%

of exits across buyout funds. We expect these shares to maintain or even increase, as GPs seek to take the necessary steps to

reset the private equity cycle.

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While tepid deal activity weighed on leveraged loan issuance during the quarter (new issue loan activity in the U.S.

excluding extensions and repricings was roughly $80 billion in Q2 2025, 45% lower than Q2 2024), the highly uncertain

macroeconomic and geopolitical environment can provide favorable opportunities for our credit business. For example, when

tariff-induced volatility led to a freeze in the broadly syndicated loan (BSL) market in April (no U.S. transactions priced for 15

consecutive days, the longest stretch of inactivity since the 2020 pandemic), market participants indicated that deals in process

at the time of the freeze oftentimes ultimately ended up moving forward with private credit.

While broader market deal activity was sluggish during the quarter, our investment activity in the second quarter

continued the momentum we experienced toward the end of 2024 and into the first quarter this year. We deployed $14.6 billion

across our platform and realized proceeds of $7.6 billion in our traditional carry funds during the second quarter, over 50%

more capital deployed and 30% more proceeds realized than in the second quarter of 2024. Realized proceeds in our carry funds

totaled $33.0 billion over the last twelve months, approaching a level near that of 2022, which was our second highest year of

realized proceeds to date. In addition, we generated $122.5 million in transaction and portfolio advisory fees, net of rebate

offsets, during the six months ended June 30, 2025. This was more than double the fees generated in the comparable prior year

period. However, the impact of pervasive uncertainty in global markets, combined with heightened equity and credit market

volatility, may impact our investment deployment and realization pace in the near term.

Our carry fund portfolio appreciated 2% in the second quarter of 2025, continuing to show relative stability against a

backdrop of volatility in the global equity markets. Within our Global Private Equity segment in the second quarter, our

corporate private equity funds appreciated 1%, our infrastructure & natural resources funds appreciated 4%, and our real estate

funds appreciated 1%. Our publicly traded investments, which represent approximately 8% of our Global Private Equity

portfolio, appreciated 16% during the second quarter. Our Global Credit carry funds (which represent approximately 11% of the

total Global Credit remaining fair value as of June 30, 2025) appreciated 3% in the second quarter, while carry funds in our

Carlyle AlpInvest segment appreciated 2% in the second quarter.

We had $13.4 billion in inflows in the second quarter of 2025 and $50.6 billion in inflows over the last twelve months as

of June 30, 2025, continuing the momentum on the first quarter amidst a period of significant market uncertainty.

Recent Developments

Dividends

In July 2025, our Board of Directors declared a quarterly dividend of $0.35 per share to common stockholders of record

at the close of business on August 18, 2025, payable on August 28, 2025.

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Key Financial Measures

Our key financial measures and operating metrics are discussed in the following pages. Additional information regarding

U.S. GAAP measures and our other significant accounting policies can be found in Note 2, Summary of Significant Accounting

Policies, to the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.

Revenues

Revenues primarily consist of Fund management fees, Incentive fees, Investment income (including Performance

allocations, realized and unrealized gains of our investments in our funds and other principal investments), as well as Interest

and other income.

Fund management fees. Fund management fees include management fees and transaction and portfolio advisory fees. We

earn management fees for advisory services we provide to funds in which we hold a general partner interest or to funds or

certain portfolio companies with which we have an investment advisory or investment management agreement. These fees are

largely from either traditional closed-end, long-dated funds, which are highly predictable and stable, or Perpetual Capital

products as defined below. Management fees also include catch-up management fees, which are episodic in nature and

represent management fees charged to fund investors in subsequent closings of a fund which apply to the time period between

the fee initiation date and the subsequent closing date. We also earn management fees on our CLOs and other structured

products.

Transaction and portfolio advisory fees generally include capital markets fees generated by Carlyle Global Capital

Markets in connection with activities related to the underwriting, issuance and placement of debt and equity securities, and loan

syndication for our portfolio companies and third-party clients, which are generally not subject to rebate offsets as described

below with respect to our most recent vintages (but are subject to the rebate offsets set forth below for older funds).

Underwriting fees include gains, losses, and fees arising from securities offerings in which we participate in the underwriter

syndicate.

Transaction and portfolio advisory fees also include fees we receive for the transaction and portfolio advisory services we

provide to our portfolio companies. When covered by separate contractual agreements, we recognize transaction and portfolio

advisory fees for these services when the performance obligation has been satisfied and collection is reasonably assured. We are

generally required to offset our fund management fees by the transaction and advisory fees earned, which we refer to as “rebate

offsets.”

The recognition of portfolio advisory fees, transactions fees, and capital markets fees can be volatile as they are primarily

generated by investment activity within our funds, and therefore are impacted by our investment pace or other capital

transactions at our portfolio companies.

Incentive fees. Incentive fees consist of performance-based incentive arrangements pursuant to management contracts,

primarily from certain of our Global Credit funds, when the return on assets under management exceeds certain benchmark

returns or other performance targets. In such arrangements, incentive fees are recognized when the performance benchmark has

been achieved.

Investment income. Investment income consists of our performance allocations as well as the realized and unrealized

gains and losses resulting from our equity method investments and other principal investments.

Performance allocations consist principally of the performance-based capital allocation from fund limited partners to us,

commonly referred to as carried interest, from certain of our investment funds, which we refer to as the “carry funds.” Carried

interest revenue is recognized by Carlyle upon appreciation of the valuation of our funds’ investments above certain return

hurdles as set forth in each respective partnership agreement and is based on the amount that would be due to us pursuant to the

fund partnership agreement at each period end as if the funds were liquidated at such date. Accordingly, the amount of carried

interest recognized as performance allocations reflects our share of the fair value gains and losses of the associated funds’

underlying investments measured at their then-current fair values relative to the fair values as of the end of the prior period. As

a result, the performance allocations earned in an applicable reporting period are not indicative of any future period, as fair

values are based on conditions prevalent as of the reporting date. Refer to “—Trends Affecting our Business” for further

discussion.

For any given period, performance allocations revenue on our statement of operations may include reversals of previously

recognized performance allocations due to a decrease in the value of a particular fund that results in a decrease of cumulative

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performance allocations earned to date. Since fund return hurdles are cumulative, previously recognized performance

allocations also may be reversed in a period of appreciation that is lower than the particular fund’s hurdle rate. Additionally,

unrealized performance allocations reverse when performance allocations are realized, and unrealized performance allocations

can be negative if the amount of realized performance allocations exceed total performance allocations generated in the period.

The timing and receipt of realized performance allocations varies with the lifecycle of our carry funds and there is often a

difference between the time we start accruing performance allocations and realization. The timing of performance allocation

realizations from our Carlyle AlpInvest, Carlyle Aviation, and Abingworth funds is typically later than in our other carry funds

based on the terms of such arrangements.

Under our arrangements with the historical owners and management teams of AlpInvest and Abingworth, the amount of

carried interest to which we are entitled varies. In some cases, we are entitled to 15% of the carried interest in respect of

commitments from the historical owners of AlpInvest for the period between 2011 and 2020. In certain instances, carried

interest associated with the AlpInvest fund vehicles is subject to entity level income taxes in the Netherlands. Additionally, in

connection with the acquisition of Abingworth, we are entitled to 15% of carried interest generated from certain Abingworth

funds.

Realized carried interest may be clawed back or given back to the fund if the fund’s investment values decline below

certain return hurdles, which vary from fund to fund. This amount is known as the “giveback obligation.” In all cases, each

investment fund is considered separately in evaluating carried interest and potential giveback obligations. See Note 8,

Commitments and Contingencies, for more information.

Accrued performance allocations and accrued giveback obligations at a point in time assume a hypothetical liquidation of

the funds’ investments at their then current fair values. Each investment fund is considered separately in evaluating carried

interest and potential giveback obligations. These assets and liabilities will continue to fluctuate in accordance with the fair

values of the funds’ investments until they are realized. The Company uses “net accrued performance revenues” to refer to the

aggregation of the accrued performance allocations net of (i) accrued giveback obligations, (ii) accrued performance allocations

related compensation, (iii) performance allocations related tax obligations, and (iv) accrued performance allocations attributable

to non-controlling interests. Net accrued performance revenues exclude any net accrued performance allocations and incentive

fees that have been realized but will be collected in subsequent periods, as well as net accrued performance revenues which are

presented as fee related performance revenues when realized in our non-GAAP financial measures. Realized performance

allocation-related compensation that has not yet been paid is also excluded from our net accrued performance allocations.

In addition, realized performance allocations may be reversed in future periods to the extent that such amounts become

subject to a giveback obligation. The aggregate amount of giveback obligations realized since Carlyle’s inception totaled

$257.0 million, $175.6 million of which was related to various Legacy Energy Funds. Given that current and former senior

Carlyle professionals and other limited partners of the Carlyle Holdings partnerships are responsible for paying the majority of

the realized giveback obligation, only $87.1 million of the $257.0 million aggregate giveback obligation realized since

inception was attributable to Carlyle. The realization of giveback obligations for the Company’s portion of such obligations

reduces Distributable Earnings in the period realized. Further, each individual who holds equity interests in carried interest

generated by our funds and is a recipient of realized carried interest typically signs a guarantee agreement or partnership

agreement that personally obligates such person to return his/her pro rata share of any amounts of realized carried interest

previously distributed that are later clawed back. Accordingly, carried interest as performance allocation compensation is

subject to return to the Company in the event a giveback obligation is funded. Generally, the actual giveback liability, if any,

does not become due until the end of a fund’s life.

In addition, in our discussion of our non-GAAP results, we use the term “realized net performance revenues” to refer to

realized performance allocations and incentive fees from our funds, net of the portion allocated to our investment professionals,

and other employees and certain tax expenses associated with carried interest attributable to certain partners and employees,

which are reflected as realized performance allocations and incentive fees related compensation expense. See “—Non-GAAP

Financial Measures” and “—Segment Analysis” for the amount of realized net performance revenues recognized each period

and related discussion.

Investment income also represents the realized and unrealized gains and losses on our principal investments, including

our investments in Carlyle funds that are not consolidated, and our strategic investments in NGP as described below. Realized

principal investment income (loss) is recorded when we redeem all or a portion of our investment or when we receive or are due

cash income, such as dividends or distributions. A realized principal investment loss is also recorded when an investment is

deemed to be permanently impaired or worthless. Unrealized principal investment income (loss) results from changes in the fair

value of the underlying investment, as well as the reversal of previously recognized unrealized gains (losses) at the time an

investment is realized.

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We account for our investments in NGP under the equity method of accounting. Our investments in NGP include the

equity interests in NGP Management and the general partners of certain carry funds advised by NGP. Following the

restructuring of the terms of our strategic investment in NGP (the “Restructuring”), our equity interests in NGP Management

entitle us to an allocation of income equal to 55.0% of the management fee related revenues earned by NGP Management for

existing funds, and up to 55.0% for all NGP funds that held an initial closing after December 31, 2024, including all

management fees being retained by NGP for the years 2025 through 2028 on such future NGP funds. Our investment in the

general partners of the NGP Carry Funds entitle us to up to 47.5% of the performance allocations received from NGP fund

general partners. For further information regarding our strategic investments in NGP and the Restructuring, refer to Note 4,

Investments, to the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.

We record investment income (loss) for our equity income allocation from NGP management fee related revenues and

our share of any allocated expenses from NGP Management, as well as expenses associated with the compensatory elements of

the strategic investment and any impairment charges. We also record our equity income allocation from NGP performance

allocations in principal investment income (loss) from equity method investments rather than performance allocations in our

condensed consolidated statements of operations. We do not control or manage NGP. Moreover, we do not operate NGP’s

business, have representation on NGP’s board or serve as an investment advisor to any investment fund sponsored by NGP, nor

do we direct the operations of any of NGP’s portfolio companies. While we have consent rights over certain major actions by

NGP outside of the ordinary course of NGP’s business (including, for example, consent rights over items such as amendments

to the organizational documents of the entity in which we are invested, changes to the management fee streams earned by NGP

under its fund agreements, or the incurrence of certain debt by NGP and other similar items), we have no voting rights or

consent rights on any NGP investment committee that selects investments to be made by NGP funds.

Interest and other income. Interest and other income primarily represents reimbursement of certain costs incurred on

behalf of our funds, as well as interest income that we earn such as from our cash and money market accounts and other

investments, including CLO senior and subordinated notes.

Interest and other income of Consolidated Funds. Interest and other income of Consolidated Funds primarily represents

the interest earned on assets of consolidated CLOs.

Net investment income (loss) of Consolidated Funds. Net investment income (loss) of Consolidated Funds generally

measures the change in the difference in fair value between the assets and the liabilities of the Consolidated Funds. Income

(loss) indicates that the fair value of the assets of the Consolidated Funds appreciated more (less), or depreciated less (more),

than the fair value of the liabilities of the Consolidated Funds. Income or loss is not necessarily indicative of the investment

performance of the Consolidated Funds and does not impact the management or incentive fees received by Carlyle for its

management of the Consolidated Funds. The portion of the net investment income (losses) of Consolidated Funds attributable

to the limited partner investors is allocated to non-controlling interests. Therefore, income or loss is not expected to have a

material impact on the revenues or profitability of the Company. Moreover, although the assets of the Consolidated Funds are

consolidated onto our balance sheet pursuant to U.S. GAAP, ultimately we do not have recourse to such assets and such

liabilities are generally non-recourse to us. Therefore, income or loss from the Consolidated Funds generally does not impact

the assets available to our common stockholders.

Expenses

Compensation and benefits. Compensation includes salaries, bonuses, equity-based compensation, and performance

payment arrangements. Bonuses are accrued over the service period to which they relate.

We recognize as compensation expense the portion of performance allocations and incentive fees that are due to our

employees, senior Carlyle professionals, advisors, and operating executives in a manner consistent with how we recognize the

performance allocations and incentive fee revenue. These amounts are accounted for as compensation expense in conjunction

with the related performance allocations and incentive fee revenue and, until paid, are recognized as a component of the accrued

compensation and benefits liability. Compensation in respect of performance allocations and incentive fees is paid when the

related performance allocations and incentive fees are realized, and not when such performance allocations and incentive fees

are accrued. The funds do not have a uniform allocation of performance allocations and incentive fees to our employees, senior

Carlyle professionals, advisors, and operating executives. However, we generally allocate a range of 60% to 70% of

performance allocations and incentive fees to our employees.

In addition, we have implemented various equity-based compensation arrangements that require senior Carlyle

professionals and other employees to provide services over a service period of generally one year to four years in order to vest

in the applicable equity interests, which under U.S. GAAP will result in compensation charges over current and future periods.

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In certain of our equity-based compensation arrangements, vesting is based on the achievement of certain performance targets

or market conditions (see Note 14, Equity-Based Compensation, for additional information). Compensation charges associated

with all equity-based compensation grants are excluded from Fee Related Earnings and Distributable Earnings.

We may hire additional individuals and overall compensation levels may correspondingly increase, which could result in

an increase in compensation and benefits expense. As a result of prior acquisitions, we have charges associated with contingent

consideration taking the form of earn-outs and profit participation, some of which are reflected as compensation expense.

General, administrative and other expenses. General, administrative and other expenses include occupancy and

equipment expenses and other expenses, which consist principally of professional fees, including those related to our global

regulatory compliance program, external costs of fundraising, travel and related expenses, communications and information

services, depreciation and amortization (including intangible asset amortization and impairment), bad debt expense, and foreign

currency transactions. We expect that general, administrative and other expenses will vary due to infrequently occurring or

unusual items, such as impairment of intangible assets or lease right-of-use assets and expenses or insurance recoveries

associated with litigation and contingencies. Also, in periods of significant fundraising, to the extent that we use third parties to

assist in our fundraising efforts, our general, administrative and other expenses may increase accordingly. Similarly, our

general, administrative and other expenses may increase as a result of professional and other fees incurred as part of due

diligence related to strategic acquisitions and new product development. Additionally, we anticipate that general, administrative

and other expenses will fluctuate from period to period due to the impact of foreign exchange transactions.

Interest and other expenses of Consolidated Funds. Interest and other expenses of Consolidated Funds consist primarily

of interest expense related primarily to loans of consolidated CLOs, professional fees and other third-party expenses.

Income taxes. Income taxes are accounted for using the asset and liability method of accounting. Under this method,

deferred tax assets and liabilities are recognized for the expected future tax consequences of differences between the carrying

amounts of assets and liabilities and their respective tax basis, using currently enacted tax rates. The effect on deferred tax

assets and liabilities of a change in tax rates is recognized in income in the period in which the change is enacted. Deferred tax

assets are reduced by a valuation allowance when it is more likely than not that some or all of the deferred tax assets will not be

realized.

Non-controlling Interests in Consolidated Entities. Non-controlling interests in consolidated entities represent the

component of equity in consolidated entities not held by us. These interests are adjusted for general partner allocations.

Earnings Per Common Share. We compute earnings per common share in accordance with ASC 260, Earnings Per

Share. Basic earnings per common share is calculated by dividing net income (loss) attributable to the common shares of the

Company by the weighted average number of common shares outstanding for the period. Diluted earnings per common share

reflects the assumed conversion of all dilutive securities. See Note 12, Earnings Per Common Share, to the condensed

consolidated financial statements in this Quarterly Report on Form 10-Q for more information.

Non-GAAP Financial Measures

Distributable Earnings. Distributable Earnings, or “DE,” is a key performance benchmark used in our industry and is

evaluated regularly in making resource deployment and compensation decisions, and in assessing the performance of our three

segments. We also use DE in our budgeting, forecasting, and the overall management of our segments. We believe that

reporting DE is helpful to understanding our business and that investors should review the same supplemental financial measure

that management uses to analyze our segment performance. DE is intended to show the amount of net realized earnings without

the effects of consolidation of the Consolidated Funds. DE is derived from our segment reported results and is an additional

measure to assess performance.

Distributable Earnings differs from income (loss) before provision for income taxes computed in accordance with U.S.

GAAP in that it includes certain tax expenses associated with certain foreign performance revenues (composed of performance

allocations and incentive fees), and does not include unrealized performance allocations and related compensation expense,

unrealized principal investment income, equity-based compensation expense, net income (loss) attributable to non-Carlyle

interest in consolidated entities, or charges (credits) related to Carlyle corporate actions and non-recurring items that affect

period-to-period comparability and are not reflective of the Company’s operational performance. Charges (credits) related to

Carlyle corporate actions and non-recurring items include: charges associated with the Conversion, charges associated with

acquisitions, dispositions, or strategic investments, changes in the tax receivable agreement liability, amortization and any

impairment charges associated with acquired intangible assets, transaction costs associated with acquisitions and dispositions,

charges associated with earn-outs and contingent consideration including gains and losses associated with the estimated fair

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value of contingent consideration issued in conjunction with acquisitions or strategic investments, impairment charges

associated with lease right-of-use assets, gains and losses from the retirement of debt, charges associated with contract

terminations and employee severance, and non-recurring items that affect period-to-period comparability and are not reflective

of the Company’s operating performance. We believe the inclusion or exclusion of these items provides investors with a

meaningful indication of our core operating performance. This measure supplements and should be considered in addition to

and not in lieu of the results of operations discussed further under “—Consolidated Results of Operations” prepared in

accordance with U.S. GAAP.

Fee Related Earnings. Fee Related Earnings, or “FRE,” is a component of DE and is used to assess the ability of the

business to cover base compensation and operating expenses from total fee revenues. FRE adjusts DE to exclude net realized

performance revenues, realized principal investment income from investments in Carlyle funds, and net interest (interest

income less interest expense). Fee Related Earnings includes fee related performance revenues and related compensation

expense. Fee related performance revenues represent the realized portion of performance revenues that are measured and

received on a recurring basis, are not dependent on realization events, and which have no risk of giveback.

Operating Metrics

We monitor certain operating metrics that are common to the asset management industry.

Fee-earning Assets under Management. Fee-earning assets under management or Fee-earning AUM refers to the assets

we manage or advise from which we derive recurring fund management fees. Our Fee-earning AUM is generally based on one

of the following, once fees have been activated:

(a)the amount of limited partner capital commitments, generally for carry funds where the original investment period

has not expired and for AlpInvest carry funds during the commitment fee period (see “Fee-earning AUM based on

capital commitments” in the table below for the amount of this component at each period);

(b)the remaining amount of limited partner invested capital at cost, generally for carry funds and certain co-

investment vehicles where the original investment period has expired (see “Fee-earning AUM based on invested

capital” in the table below for the amount of this component at each period);

(c)the amount of aggregate fee-earning collateral balance at par of our CLOs and other securitization vehicles, as

defined in the fund indentures (pre-2020 CLO vintages are generally exclusive of equities and defaulted positions)

as of the quarterly cut-off date;

(d)the external investor portion of the net asset value of certain carry funds (see “Fee-earning AUM based on net

asset value” in the table below for the amount of this component at each period);

(e)the fair value of Fortitude’s general account assets invested under the strategic advisory services agreement (see

“Fee-earning AUM based on fair value and other” in the table below);

(f)the gross assets (including assets acquired with leverage) of certain cross-platform credit and direct lending

products, excluding cash and cash equivalents for one of our business development companies (included in “Fee-

earning AUM based on fair value and other” in the table below); and

(g)the lower of cost or fair value of invested capital, generally for AlpInvest carry funds where the commitment fee

period has expired and certain carry funds where the investment period has expired, (included in “Fee-earning

AUM based on fair value and other” in the table below).

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The chart below presents Fee-earning AUM by segment at each period, in billions.

The table below details Fee-earning AUM by its respective components at each period.

	As of June 30,
	2025	2024
Consolidated Results	(Dollars in millions)
Components of Fee-earning AUM
Fee-earning AUM based on capital commitments	$70,434	$69,255
Fee-earning AUM based on invested capital	80,609	72,683
Fee-earning AUM based on collateral balances, at par	45,062	48,200
Fee-earning AUM based on net asset value	26,221	20,688
Fee-earning AUM based on fair value and other	102,375	96,519
Balance, End of Period(1)	$324,701	$307,345

(1)Ending balances as of June 30, 2025 and 2024 exclude $17.6 billion and $18.3 billion, respectively, of pending Fee-earning AUM for

which fees have not yet been activated.

The table below provides the period to period rollforward of Fee-earning AUM.

	Three Months Ended June 30,		Six Months Ended June 30,
	2025	2024	2025	2024
Consolidated Results	(Dollars in millions)
Fee-earning AUM Rollforward
Balance, Beginning of Period	$313,843	$304,225	$304,358	$307,418
Inflows(1)	18,038	10,236	29,904	15,900
Outflows (including realizations)(2)	(10,805)	(7,142)	(16,411)	(13,453)
Market Activity & Other(3)	209	398	1,639	(949)
Foreign Exchange(4)	3,416	(372)	5,211	(1,571)
Balance, End of Period	$324,701	$307,345	$324,701	$307,345

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(1)Inflows represents limited partner capital raised by our carry funds or separately managed accounts for which management fees based on

commitments were activated during the period, the fee-earning commitments invested in vehicles for which management fees are based

on invested capital, the fee-earning collateral balance of new CLO issuances, closed reinsurance transactions at Fortitude, as well as

gross subscriptions in vehicles for which management fees are based on net asset value. Inflows exclude fundraising amounts during the

period for which fees have not yet been activated, which are referenced as Pending Fee-earning AUM.

(2)Outflows represents the impact of realizations from vehicles with management fees based on remaining invested capital at cost or fair

value, changes in basis for funds where the investment period, weighted-average investment period or commitment fee period has

expired during the period, reductions for funds that are no longer calling for fees, gross redemptions in our open-end funds, and outflows

from our liquid credit products. Distributions for funds earning management fees based on commitments during the period do not affect

Fee-earning AUM.

(3)Market Activity & Other represents realized and unrealized gains (losses) on portfolio investments in our carry funds based on the lower

of cost or fair value and net asset value, activity of funds with fees based on gross asset value, and changes in the fair value of Fortitude’s

general account assets covered by the strategic advisory services agreement.

(4)Foreign Exchange represents the impact of foreign exchange rate fluctuations on the translation of our non-U.S. dollar denominated

funds. Activity during the period is translated at the average rate for the period. Ending balances are translated at the spot rate as of the

period end.

Refer to “—Segment Analysis” for a detailed discussion by segment of the activity affecting Fee-earning AUM for each

of the periods presented by segment.

Assets under Management. Assets under management or “AUM” refers to the assets we manage or advise. Our AUM

generally equals the sum of the following:

(a) the aggregate fair value of our carry funds and related co-investment vehicles, and separately managed accounts, plus

the capital that Carlyle is entitled to call from investors in those funds and vehicles (including Carlyle commitments to

those funds and vehicles and those of senior Carlyle professionals and employees) pursuant to the terms of their capital

commitments to those funds and vehicles;

(b) the amount of aggregate collateral balance and principal cash at par or aggregate principal amount of the notes of our

CLOs and other structured products (inclusive of all positions);

(d)the fair value of Fortitude’s general account assets invested under the strategic advisory services agreement; and

(e) the gross assets (including assets acquired with leverage) of certain cross-platform credit and direct lending products,

plus the capital that Carlyle is entitled to call from investors in those vehicles pursuant to the terms of their capital

commitments to those vehicles.

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The chart below presents Total AUM by segment at each period, in billions.

We include in our calculation of AUM and Fee-earning AUM the NGP Energy Funds that are advised by NGP. Our

calculation of AUM also includes third-party capital raised for the investment in Fortitude through a Carlyle-affiliated

investment fund and from strategic investors who directly invest in Fortitude alongside the fund. The AUM and Fee-earning

AUM related to the strategic advisory services agreement with Fortitude is inclusive of the net asset value of investments in

Carlyle products. These amounts are also reflected in the AUM and Fee-earning AUM of the strategy in which they are

invested.

For most of our Global Private Equity and Carlyle AlpInvest carry funds, total AUM includes the fair value of the capital

invested, whereas Fee-earning AUM includes the amount of capital commitments or the remaining amount of invested capital,

depending on whether the original investment period for the fund has expired. As such, Fee-earning AUM may be greater than

total AUM when the aggregate fair value of the remaining investments is less than the cost of those investments.

Our calculations of AUM and Fee-earning AUM may differ from the calculations of other asset managers. As a result,

these measures may not be comparable to similar measures presented by other asset managers. In addition, our calculation of

AUM (but not Fee-earning AUM) includes uncalled commitments to, and the fair value of invested capital in, our investment

funds from Carlyle and our personnel, regardless of whether such commitments or invested capital are subject to management

fees or performance allocations. Our calculations of AUM or Fee-earning AUM are not based on any definition of AUM or

Fee-earning AUM that is set forth in the agreements governing the investment funds that we manage or advise.

We generally use Fee-earning AUM as a metric to measure changes in the assets from which we earn recurring

management fees. Total AUM tends to be a better measure of our investment and fundraising performance as it reflects

investments at fair value plus available capital.

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The table below provides the period to period rollforward of Total AUM.

	Three Months Ended<br><br>June 30, 2025	Six Months Ended<br><br>June 30, 2025
Consolidated Results	(Dollars in millions)
Total AUM Rollforward
Balance, Beginning of Period	$452,608	$441,020
Inflows(1)	13,443	27,612
Outflows (including realizations)(2)	(10,522)	(20,015)
Market Activity & Other(3)	3,820	7,868
Foreign Exchange(4)	5,253	8,117
Balance, End of Period	$464,602	$464,602

(1)Inflows generally reflects the impact of gross fundraising as well as closed reinsurance transactions at Fortitude and corporate

acquisitions during the period, if any. For funds or vehicles denominated in foreign currencies, this reflects translation at the average

quarterly rate.

(2)Outflows includes distributions net of recallable or recyclable amounts in our carry funds, related co-investment vehicles, and separately

managed accounts, gross redemptions in our open-end funds, outflows from our liquid credit products, and the expiration of available

capital.

(3)Market Activity & Other generally represents realized and unrealized gains (losses) on portfolio investments in our carry funds and

related co-investment vehicles, and separately managed accounts, as well as the net impact of fees, expenses and non-investment income,

change in gross asset value for our business development companies, changes in the fair value of Fortitude’s general account assets

covered by the strategic advisory services agreement, and other changes in AUM.

(4)Foreign Exchange represents the impact of foreign exchange rate fluctuations on the translation of our non-U.S. dollar denominated

funds. Activity during the period is translated at the average rate for the period. Ending balances are translated at the spot rate as of the

period end.

Please refer to “—Segment Analysis” for a detailed discussion by segment of the activity affecting Total AUM for each

of the periods presented.

Available Capital. “Available Capital” refers to the amount of capital commitments available to be called for investments,

which may be reduced for equity invested that is funded via a fund credit facility and expected to be called from investors at a

later date, plus any additional assets/liabilities at the fund level other than active investments. Amounts previously called may

be added back to available capital following certain distributions. “Expired Available Capital” occurs when a fund has passed

the investment and follow-on periods and can no longer invest capital into new or existing deals. Any remaining Available

Capital, typically a result of either recycled distributions or specific reserves established for the follow-on period that are not

drawn, can only be called for fees and expenses and is therefore removed from the Total AUM calculation.

Perpetual Capital. “Perpetual Capital” refers to the assets we manage or advise which have an indefinite term and for

which there is no immediate requirement to return capital to investors upon the realization of investments made with such

capital, except as required by applicable law. Perpetual Capital may be materially reduced or terminated under certain

conditions, including reductions from changes in valuations and payments to investors, including through elections by investors

to redeem their investments, dividend payments, and other payment obligations, as well as the termination of or failure to renew

the respective investment advisory agreements. Perpetual Capital includes: (a) assets managed under the strategic advisory

services agreement with Fortitude, (b) our Core Plus real estate fund, (c) our business development companies and certain other

direct lending products, (d) Carlyle Tactical Private Credit Fund (“CTAC”), (e) our closed-end tender offer Carlyle AlpInvest

Private Markets (“CAPM”) funds, and (f) certain other structured credit products. As of June 30, 2025, our total AUM and Fee-

earning AUM included $104.5 billion and $101.0 billion, respectively, of Perpetual Capital.

Performance Fee Eligible AUM. “Performance Fee Eligible AUM” represents the AUM of funds for which we are

entitled to receive performance allocations, inclusive of the fair value of investments in those funds (which we refer to as

“Performance Fee Eligible Fair Value”) and their Available Capital. Performance Fee Eligible Fair Value is “Performance Fee-

Generating” when the associated fund has achieved the specified investment returns required under the terms of the fund’s

agreement and is accruing performance revenue as of the quarter-end reporting date. Funds whose performance allocations are

treated as fee related performance revenues are excluded from these metrics. As of June 30, 2025, our total AUM included

$236.7 billion of Performance Fee Eligible AUM.

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Consolidation of Certain Carlyle Funds

The Company consolidates all entities that it controls either through a majority voting interest or as the primary

beneficiary of variable interest entities. The entities we consolidate are referred to collectively as the Consolidated Funds in our

condensed consolidated financial statements. As of June 30, 2025, our Consolidated Funds represent approximately 2% of our

AUM; 1% of our management fees for both the three and six months ended June 30, 2025; and 2% of our total investment

income or loss on an unconsolidated basis for both the three and six months ended June 30, 2025.

We are not required under the consolidation guidance to consolidate in our financial statements most of the investment

funds we advise. However, we consolidate certain CLOs and certain other funds that we advise. As of June 30, 2025, the assets

and liabilities of the Consolidated Funds were primarily related to our consolidated CLOs, which held approximately $9.2

billion of total assets. The assets and liabilities of the Consolidated Funds are generally held within separate legal entities and,

as a result, the liabilities of the Consolidated Funds are non-recourse to us.

Generally, the consolidation of the Consolidated Funds has a gross-up effect on our assets, liabilities and cash flows but

has no net effect on the net income attributable to the Company and equity. The majority of the net economic ownership

interests of the Consolidated Funds are reflected as non-controlling interests in consolidated entities in the consolidated

financial statements.

The Consolidated Funds are not the same entities in all periods presented. The Consolidated Funds in future periods may

change due to changes in fund terms, formation of new funds, and terminations of funds. Because only a small portion of our

funds are consolidated, the performance of the Consolidated Funds is not necessarily consistent with or representative of the

combined performance trends of all of our funds.

For further information on our consolidation policy and the consolidation of certain funds, see Note 2, Summary of

Significant Accounting Policies, to the condensed consolidated financial statements included in this Quarterly Report on

Form 10-Q.

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Consolidated Results of Operations

The following table and discussion sets forth information regarding our condensed consolidated results of operations for

the three and six months ended June 30, 2025 and 2024. The condensed consolidated financial statements have been prepared

on substantially the same basis for all historical periods presented; however, the consolidated funds are not the same entities in

all periods shown due to changes in fund terms and the creation and termination of funds. As further described above, the

consolidation of these funds primarily has the impact of increasing interest and other income of Consolidated Funds, interest

and other expenses of Consolidated Funds, and net investment income (losses) of Consolidated Funds in the year that the fund

is initially consolidated. The consolidation of these funds had no effect on net income attributable to the Company for the

periods presented.

	Three Months Ended<br><br>June 30,		Change		Six Months Ended<br><br>June 30,		Change
	2025	2024	$	%	2025	2024	$	%
	(Dollars in millions)
Revenues
Fund management fees	$620.4	$534.4	$86.0	16%	$1,206.5	$1,058.0	$148.5	14%
Incentive fees	40.5	31.3	9.2	29%	83.7	57.5	26.2	46%
Investment income
Performance allocations	638.8	198.2	440.6	222%	861.7	41.2	820.5	NM
Principal investment income (loss)	55.2	88.1	(32.9)	(37)%	(7.9)	161.2	(169.1)	NM
Total investment income	694.0	286.3	407.7	142%	853.8	202.4	651.4	NM
Interest and other income	55.0	52.1	2.9	6%	105.6	109.7	(4.1)	(4)%
Interest and other income of<br><br>Consolidated Funds	163.0	165.6	(2.6)	(2)%	296.4	330.5	(34.1)	(10)%
Total revenues	1,572.9	1,069.7	503.2	47%	2,546.0	1,758.1	787.9	45%
Expenses
Compensation and benefits
Cash-based compensation and<br><br>benefits	238.4	206.3	32.1	16%	456.8	428.2	28.6	7%
Equity-based compensation	92.9	125.2	(32.3)	(26)%	196.4	233.5	(37.1)	(16)%
Performance allocations and<br><br>incentive fee related<br><br>compensation	443.6	144.2	299.4	208%	615.0	71.4	543.6	NM
Total compensation and<br><br>benefits	774.9	475.7	299.2	63%	1,268.2	733.1	535.1	73%
General, administrative and other<br><br>expenses	205.5	187.9	17.6	9%	379.1	335.6	43.5	13%
Interest	28.0	30.4	(2.4)	(8)%	55.8	61.2	(5.4)	(9)%
Interest and other expenses of<br><br>Consolidated Funds	170.8	152.1	18.7	12%	284.3	276.7	7.6	3%
Other non-operating income	(0.1)	(0.3)	0.2	(67)%	(0.1)	(0.1)	—	—%
Total expenses	1,179.1	845.8	333.3	39%	1,987.3	1,406.5	580.8	41%
Other income (loss)
Net investment income (loss) of<br><br>Consolidated Funds	46.8	(5.1)	51.9	NM	52.9	(12.1)	65.0	NM
Income before provision for income<br><br>taxes	440.6	218.8	221.8	101%	611.6	339.5	272.1	80%
Provision for income taxes	112.5	69.5	43.0	62%	124.9	91.4	33.5	37%
Net income	328.1	149.3	178.8	120%	486.7	248.1	238.6	96%
Net income attributable to non-<br><br>controlling interests in consolidated<br><br>entities	8.4	1.1	7.3	NM	37.0	34.3	2.7	8%
Net income attributable to The Carlyle<br><br>Group Inc. Common Stockholders	$319.7	$148.2	$171.5	116%	$449.7	$213.8	$235.9	110%

NM - Not meaningful

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Revenues

Fund management fees. Fund management fees increased $86.0 million, or 16%, for the three months ended June 30,

2025, as compared to the three months ended June 30, 2024, and increased $148.5 million, or 14.0%, for the six months ended

June 30, 2025, as compared to the six months ended June 30, 2024, primarily due to the following:

	Three Months Ended<br><br>June 30,	Six Months Ended<br><br>June 30,
	2025 v. 2024
	(Dollars in millions)
Higher management fees from the commencement of the investment period for<br><br>certain newly raised funds which charge fees based on commitments and the<br><br>impact of incremental fundraising in funds which activated fees in a prior period	$68.3	$111.3
Lower management fees resulting from the change in basis from commitments to<br><br>invested capital and step-downs in rate for certain funds, and the impact of net<br><br>investment activity in funds whose management fees are based on invested capital,<br><br>including the impact of changes in the base under the strategic advisory services<br><br>agreement with Fortitude	(32.9)	(74.0)
Increase in catch-up management fees from subsequent closes of funds that are in<br><br>the fundraising period	18.1	30.5
Higher transaction and portfolio advisory fees	19.6	72.5
All other changes(1)	12.9	8.2
Total increase in Fund management fees(2)	$86.0	$148.5

(1)The three and six months ended June 30, 2025 included approximately $19 million of aviation catch-up subordinated management fees.

(2)Total increase in Fund management fees does not include our equity income allocation from NGP management fee related revenues. We do not control

NGP and account for our strategic investment in NGP as an equity method investment under U.S. GAAP. Therefore, Fund management fees associated

with NGP are included in Principal investment income (loss) in our U.S. GAAP results.

No fund generated over 10% of total fund management fees in any of the periods presented. Over the last twelve months

ended June 30, 2025, Fee-earning assets under management in our Carlyle AlpInvest and Global Credit segments grew 24%

and 5%, respectively, while Global Private Equity decreased 1%. As a result, Fund management fees increased in Carlyle

AlpInvest and Global Credit, while Global Private Equity decreased, which was due in part to smaller buyout fund sizes in our

corporate private equity strategy and step-downs in rate or basis, partially offset by the activation of fees in certain products in

our Global Private Equity segment.

Fund management fees included transaction and portfolio advisory fees, net of rebate offsets, of $45.8 million and

$26.2 million for the three months ended June 30, 2025 and 2024, respectively, and $122.5 million and $50.0 million for the six

months ended June 30, 2025 and 2024, respectively. These fees primarily comprise capital markets fees generated by Carlyle

Global Capital Markets. Nearly one-third of the fees earned during the six months ended June 30, 2025 related to the

acquisition of a healthcare investment across our U.S., Europe, and Asia buyout funds in the first quarter. The recognition of

portfolio advisory fees, transactions fees, and capital markets fees can be volatile as they are primarily generated by investment

activity within our funds, and therefore are impacted by our investment pace. See “—Trends Affecting Our Business” for

further discussion on our investment activity and broader market trends.

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Investment income. Investment income increased $407.7 million for the three months ended June 30, 2025 compared to

the three months ended June 30, 2024, and increased $651.4 million for the six months ended June 30, 2025 compared to the six

months ended June 30, 2024. The components of Investment income are included in the following table:

	Three Months Ended<br><br>June 30,		Change		Six Months Ended<br><br>June 30,		Change
	2025	2024	$	%	2025	2024	$	%
	(Dollars in millions)
Performance allocations	$638.8	$198.2	$440.6	222%	$861.7	$41.2	$820.5	NM
Principal investment income (loss):
Investment income (loss) from NGP,<br><br>which includes performance<br><br>allocations	34.8	19.1	15.7	82%	(72.4)	50.5	(122.9)	NM
Investment income (loss) from our<br><br>carry funds:
Global Private Equity	7.9	16.5	(8.6)	(52)%	19.4	13.8	5.6	41%
Global Credit	(0.9)	0.2	(1.1)	NM	(0.1)	8.7	(8.8)	NM
Carlyle AlpInvest	12.7	(0.3)	13.0	NM	26.5	6.8	19.7	290%
Investment income (loss) from our<br><br>CLOs	(6.7)	15.6	(22.3)	NM	(7.5)	29.0	(36.5)	NM
Investment income from Carlyle FRL	1.5	10.8	(9.3)	(86)%	15.4	9.6	5.8	60%
Investment income (loss) from our<br><br>other Global Credit products	(1.7)	16.4	(18.1)	NM	4.7	28.9	(24.2)	(84)%
Investment income on foreign<br><br>currency hedges	2.4	2.1	0.3	14%	1.6	4.9	(3.3)	(67)%
All other investment income	5.2	7.7	(2.5)	(32)%	4.5	9.0	(4.5)	(50)%
Total Principal investment income<br><br>(loss)	55.2	88.1	(32.9)	(37)%	(7.9)	161.2	(169.1)	NM
Total Investment income	$694.0	$286.3	$407.7	142%	$853.8	$202.4	$651.4	NM

Performance allocations. Performance allocations by segment for the three and six months ended June 30, 2025 and 2024

comprised the following:

	Three Months Ended<br><br>June 30,		Change		Six Months Ended<br><br>June 30,		Change
	2025	2024	$	%	2025	2024	$	%
	(Dollars in millions)
Global Private Equity	$476.9	$185.0	$291.9	158%	$561.9	$(178.5)	$740.4	NM
Global Credit	50.8	46.2	4.6	10%	129.8	111.3	18.5	17%
Carlyle AlpInvest	111.1	(33.0)	144.1	NM	170.0	108.4	61.6	57%
Total performance allocations	$638.8	$198.2	$440.6	222%	$861.7	$41.2	$820.5	NM

Performance allocations for the three and six months ended June 30, 2025 included the following:

•In the Global Private Equity segment, for the three months ended June 30, 2025, Performance allocation accruals

were primarily driven by appreciation in CAP V, CP VII, and CP VIII. For the six months ended June 30, 2025,

Performance allocation accruals were primarily driven by appreciation in CP VII and CP VIII.

•In the Global Credit segment, for the three and six months ended June 30, 2025, Performance allocation accruals

were primarily driven by appreciation in SASOF V and CCOF II.

•In the Carlyle AlpInvest segment, for the three and six months ended June 30, 2025, Performance allocation accruals

were primarily driven by appreciation in our secondaries & portfolio finance and co-investment funds.

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Performance allocations for the three and six months ended June 30, 2024 included the following:

•In the Global Private Equity segment, for the three months ended June 30, 2024, performance allocation accruals

driven by appreciation in our CP VII, CAP IV, and infrastructure & natural resources funds were partially offset by

the reversal of performance allocations in CP VI due to depreciation in the portfolio. For the six months ended June

30, 2024, reversals of performance allocations were largely driven by CP VI due to portfolio depreciation, CP VII

due to preferred returns outpacing carry fund portfolio appreciation, and CEP V due to the impact of preferred

returns. These reversals were partially offset by performance allocation accruals in our infrastructure & natural

resources funds.

•In the Global Credit segment, performance allocation accruals in both the three and six months ended June 30, 2024

were primarily driven by appreciation in our opportunistic credit and certain aviation funds.

•In the Carlyle AlpInvest segment, for the three months ended June 30, 2024, reversals of performance allocations in

our secondaries & portfolio finance strategy driven by portfolio depreciation were partially offset by performance

allocation accruals in our co-investment strategy. For the six months ended June 30, 2024, performance allocation

accruals were primarily driven by our secondaries & portfolio finance and co-investment strategies.

See “—Trends Affecting Our Business” for further discussion on the macroeconomic, geopolitical and industry landscape

and our investment activity.

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Principal investment income (loss). The decrease in Principal investment income (loss) for the three months ended June

30, 2025 compared to the three months ended June 30, 2024 was primarily attributable to unrealized investment losses from our

Europe and U.S. CLOs, and unrealized investment losses from our other Global Credit products, driven by our BDCs. These

were partially offset by an increase in unrealized investment income from NGP, driven by appreciation in certain NGP Carry

funds.

The decrease in Principal investment income (loss) for the six months ended June 30, 2025 compared to the six months

ended June 30, 2024, was primarily attributable to an impairment charge of $92.5 million and a $38.0 million reduction in NGP

accrued carry, both related to the restructuring of the terms of our strategic investment in NGP (see Note 4, Investments, for

more information), and to a lesser extent, unrealized investment losses from our Europe and U.S. CLOs, and unrealized

investment losses from our other Global Credit products, driven by our BDCs.

Expenses

Compensation and benefits. Total compensation and benefits increased $299.2 million for the three months ended June

30, 2025, as compared to the three months ended June 30, 2024, and increased $535.1 million for the six months ended June 30,

2025, as compared to the six months ended June 30, 2024. The increases for the three and six months ended June 30, 2025

relative to the comparable prior year periods are primarily attributable to:

•an increase in Performance allocations and incentive fee related compensation of $299.4 million and $543.6 million,

respectively, primarily driven by an increase in Performance allocations, on which Performance allocations and

incentive fee related compensation is based;

•an increase in Cash-based compensation and benefits of $32.1 million and $28.6 million, respectively, primarily

driven by an increase in annual bonus accruals and higher headcount;

•partially offset by a decrease in Equity-based compensation of $32.3 million and $37.1 million, respectively,

primarily driven by lower amortization on performance-based stock awards, partially offset by additional equity

awards granted in February 2025.

General, administrative and other expenses. General, administrative and other expenses increased $17.6 million for the

three months ended June 30, 2025, as compared to the three months ended June 30, 2024, and increased $43.5 million for the

six months ended June 30, 2025 as compared to the six months ended June 30, 2024, primarily driven by an increase in foreign

currency movement, reflecting a foreign exchange loss for the three and six months ended June 30, 2025 compared to a foreign

exchange gain for the three and six months ended June 30, 2024 related to the weakening of the U.S. dollar relative to EUR and

GBP. Foreign exchange loss for the three and six months ended June 30, 2025 was primarily attributable to Performance

allocations earned by certain EUR-denominated funds that hold USD investments. The increase for the six months ended June

30, 2025 also included an increase in costs for funds in fundraising and operating costs related to certain funds. These increases

were partially offset by the impact of an increase in liabilities for litigation-related contingencies, regulatory examination and

inquiries, and other matters during the three and six months ended June 30, 2024.

Interest and other expenses of Consolidated Funds. Interest and other expenses of Consolidated Funds increased $18.7

million for the three months ended June 30, 2025, as compared to the three months ended June 30, 2024, and increased $7.6

million for the six months ended June 30, 2025, as compared to the six months ended June 30, 2024, primarily due to an

increase in the number of consolidated CLOs and higher interest expense. The CLOs incur interest expense on their loans

payable and incur other expenses consisting of trustee fees, rating agency fees, and professional fees. Substantially all interest

and other income of our CLOs together with interest expense of our CLOs and net investment gains (losses) of Consolidated

Funds is attributable to the related funds’ limited partners or CLO investors. Accordingly, such amounts have no material

impact on net income attributable to the Company.

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Net investment income (loss) of Consolidated Funds. The table below summarizes the components of Net investment

income (loss) of Consolidated Funds, including our consolidated CLOs and certain other funds:

	Three Months Ended<br><br>June 30,		Change		Six Months Ended<br><br>June 30,		Change
	2025	2024	$	%	2025	2024	$	%
	(Dollars in millions)
Realized losses	$(24.5)	$(23.4)	$(1.1)	5%	$(24.9)	$(44.6)	$19.7	(44)%
Net change in unrealized gains	29.1	23.6	5.5	23%	36.5	127.5	(91.0)	(71)%
Total gains	4.6	0.2	4.4	NM	11.6	82.9	(71.3)	(86)%
Gains (losses) from liabilities of CLOs	42.2	(5.4)	47.6	NM	41.3	(95.1)	136.4	NM
Total net investment income (loss) of<br><br>Consolidated Funds	$46.8	$(5.1)	$51.9	NM	$52.9	$(12.1)	$65.0	NM

Provision for income taxes. The Company’s provision for income taxes was $112.5 million and $69.5 million for the

three months ended June 30, 2025 and 2024, respectively, and $124.9 million and $91.4 million for the six months ended June

30, 2025 and 2024, respectively. The Company’s effective tax rate was approximately 26% and 32% for the three months ended

June 30, 2025 and 2024, respectively, and 20% and 27% for the six months ended June 30, 2025 and 2024, respectively. The

effective tax rate for the three months ended June 30, 2025 and 2024 primarily comprised the 21% U.S. federal corporate

income tax rate, the impact of U.S. state and foreign income taxes, and disallowed executive compensation, offset by non-

controlling interest. The effective tax rate for the three months ended June 30, 2024 also includes an increase related to other

non-deductible expenses. The effective tax rate for the six months ended June 30, 2025 and 2024 primarily comprised the 21%

U.S. federal corporate income tax rate, the impact of U.S. state and foreign income taxes, and disallowed executive

compensation, primarily offset by equity-based compensation deductions and non-controlling interest. The effective tax rate for

the six months ended June 30, 2024 also includes an increase related to other non-deductible expenses.

As of June 30, 2025 and December 31, 2024, the Company had federal, state, local and foreign taxes payable of

$90.2 million and $46.2 million, respectively, which is recorded as a component of accounts payable, accrued expenses and

other liabilities in the accompanying condensed consolidated balance sheets.

Net income attributable to non-controlling interests in consolidated entities. Net income attributable to non-controlling

interests in consolidated entities was $8.4 million for the three months ended June 30, 2025, as compared to $1.1 million for the

three months ended June 30, 2024, and $37.0 million for the six months ended June 30, 2025, as compared to $34.3 million for

the six months ended June 30, 2024. These amounts are primarily attributable to the net earnings of the Consolidated Funds for

each period, which are substantially all allocated to the related fund’s limited partners or CLO investors, as well as net earnings

from our insurance solutions business and certain other products that are allocated to certain third-party investors. These

amounts also reflect the net income attributable to non-controlling interests in carried interest, giveback obligations, and cash

held for carried interest distributions. The net income (loss) of our Consolidated Funds, after eliminations, was $13.9 million

and $(4.3) million for the three months ended June 30, 2025 and 2024, respectively, and $21.9 million and $8.4 million for the

six months ended June 30, 2025 and 2024, respectively.

Non-GAAP Financial Measures

The following tables set forth information in the format used by management when making resource deployment

decisions and in assessing performance of our segments. These Non-GAAP financial measures are presented for the three and

six months ended June 30, 2025 and 2024. Our Non-GAAP financial measures exclude the effects of unrealized performance

allocations net of related compensation expense, unrealized principal investment income, consolidated funds, acquisition and

disposition-related items including amortization and any impairment charges of acquired intangible assets and contingent

consideration taking the form of earn-outs, charges associated with the Conversion, impairment charges associated with lease

right-of-use assets, gains or losses from retirement of debt, charges associated with contract terminations and employee

severance, charges associated with equity-based compensation, changes in the tax receivable agreement liability, corporate

actions and infrequently occurring or unusual events.

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The following table shows our total segment DE and FRE for the three and six months ended June 30, 2025 and 2024.

	Three Months Ended<br><br>June 30,		Six Months Ended<br><br>June 30,
	2025	2024	2025	2024
	(Dollars in millions)
Total Segment Revenues	$984.0	$788.9	$2,027.2	$1,811.9
Total Segment Expenses	553.0	445.7	1,140.8	1,037.4
(=) Distributable Earnings	$431.0	$343.2	$886.4	$774.5
(-) Realized Net Performance Revenues	87.7	55.7	215.1	197.7
(-) Realized Principal Investment Income	33.5	26.6	63.5	60.3
(+) Net Interest	13.5	12.1	26.1	22.8
(=) Fee Related Earnings	$323.3	$273.0	$633.9	$539.3

The following table sets forth our total segment revenues for the three and six months ended June 30, 2025 and 2024.

	Three Months Ended<br><br>June 30,		Six Months Ended<br><br>June 30,
	2025	2024	2025	2024
	(Dollars in millions)
Segment Revenues
Fund level fee revenues
Fund management fees	$589.6	$525.5	$1,115.1	$1,041.1
Portfolio advisory and transaction fees, net and other	47.9	28.9	125.8	55.6
Fee related performance revenues	38.7	33.1	78.2	62.2
Total fund level fee revenues	676.2	587.5	1,319.1	1,158.9
Realized performance revenues	259.8	156.5	614.9	554.3
Realized principal investment income	33.5	26.6	63.5	60.3
Interest income	14.5	18.3	29.7	38.4
Total Segment Revenues	$984.0	$788.9	$2,027.2	$1,811.9

The following table sets forth our total segment expenses for the three and six months ended June 30, 2025 and 2024.

	Three Months Ended<br><br>June 30,		Six Months Ended<br><br>June 30,
	2025	2024	2025	2024
	(Dollars in millions)
Segment Expenses
Compensation and benefits
Cash-based compensation and benefits	$233.8	$205.3	$457.8	$419.6
Realized performance revenue related compensation	172.1	100.8	399.8	356.6
Total compensation and benefits	405.9	306.1	857.6	776.2
General, administrative, and other indirect expenses	106.3	97.9	201.9	177.6
Depreciation and amortization expense	12.8	11.3	25.5	22.4
Interest expense	28.0	30.4	55.8	61.2
Total Segment Expenses	$553.0	$445.7	$1,140.8	$1,037.4

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Income (loss) before provision for income taxes is the U.S. GAAP financial measure most comparable to Distributable

Earnings and Fee Related Earnings. The following table is a reconciliation of income (loss) before provision for income taxes to

Distributable Earnings and to Fee Related Earnings.

	Three Months Ended<br><br>June 30,		Six Months Ended<br><br>June 30,
	2025	2024	2025	2024
	(Dollars in millions)
Income (loss) before provision for income taxes	$440.6	$218.8	$611.6	$339.5
Adjustments:
Net unrealized performance and fee related performance revenues	(124.3)	(15.2)	(34.3)	178.0
Unrealized principal investment (income) loss	(25.5)	(48.1)	(42.5)	(52.5)
Equity-based compensation(1)	96.4	127.4	201.1	238.4
Acquisition or disposition-related charges, including amortization of<br><br>intangibles and impairment	48.3	33.3	170.5	66.1
Tax (expense) benefit associated with certain foreign performance revenues	(0.1)	(0.2)	(0.1)	(1.2)
Net (income) loss attributable to non-controlling interests in consolidated<br><br>entities	(8.4)	(1.1)	(37.0)	(34.3)
Other adjustments(2)	4.0	28.3	17.1	40.5
(=) Distributable Earnings	$431.0	$343.2	$886.4	$774.5
(-) Realized net performance revenues, net of related compensation(3)	87.7	55.7	215.1	197.7
(-) Realized principal investment income(3)	33.5	26.6	63.5	60.3
(+) Net interest	13.5	12.1	26.1	22.8
(=) Fee Related Earnings	$323.3	$273.0	$633.9	$539.3

(1)Equity-based compensation for the three and six months ended June 30, 2025 and 2024 includes amounts presented in principal

investment income and general, administrative and other expenses in our U.S. GAAP statement of operations.

(2)Includes charges (credits) related to Carlyle corporate actions and non-recurring items that affect period-to-period comparability and are

not reflective of the Company’s operating performance.

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(3) See reconciliation to most directly comparable U.S. GAAP measure below:

	Three Months Ended June 30, 2025
	Carlyle<br><br>Consolidated	Adjustments(4)	Total<br><br>Reportable<br><br>Segments
	(Dollars in millions)
Performance revenues	$638.8	$(379.0)	$259.8
Performance revenues related compensation expense	443.6	(271.5)	172.1
Net performance revenues	$195.2	$(107.5)	$87.7
Principal investment income (loss)	$55.2	$(21.7)	$33.5
	Six Months Ended June 30, 2025
	Carlyle<br><br>Consolidated	Adjustments(4)	Total<br><br>Reportable<br><br>Segments
	(Dollars in millions)
Performance revenues	$861.7	$(246.8)	$614.9
Performance revenues related compensation expense	615.0	(215.2)	399.8
Net performance revenues	$246.7	$(31.6)	$215.1
Principal investment income (loss)	$(7.9)	$71.4	$63.5	Three Months Ended June 30, 2024
---	---	---	---
	Carlyle<br><br>Consolidated	Adjustments(4)	Total<br><br>Reportable<br><br>Segments
	(Dollars in millions)
Performance revenues	$198.2	$(41.7)	$156.5
Performance revenues related compensation expense	144.2	(43.4)	100.8
Net performance revenues	$54.0	$1.7	$55.7
Principal investment income (loss)	$88.1	$(61.5)	$26.6
	Six Months Ended June 30, 2024
	Carlyle<br><br>Consolidated	Adjustments(4)	Total<br><br>Reportable<br><br>Segments
	(Dollars in millions)
Performance revenues	$41.2	$513.1	$554.3
Performance revenues related compensation expense	71.4	285.2	356.6
Net performance revenues	$(30.2)	$227.9	$197.7
Principal investment income (loss)	$161.2	$(100.9)	$60.3

(4)Adjustments to performance revenues and principal investment income (loss) relate to (i) unrealized performance allocations net of

related compensation expense and unrealized principal investment income, which are excluded from our Non-GAAP results, (ii)

amounts earned from the Consolidated Funds, which were eliminated in the U.S. GAAP consolidation but were included in the Non-

GAAP results, (iii) amounts attributable to non-controlling interests in consolidated entities, which were excluded from the Non-GAAP

results, (iv) the reclassification of NGP performance revenues, which are included in investment income in the U.S. GAAP financial

statements, (v) the reclassification of fee related performance revenues, which are included in fund level fee revenues in the segment

results, and (vi) the reclassification of tax expenses associated with certain foreign performance revenues. Adjustments to principal

investment income (loss) also include the reclassification of earnings for the investment in NGP Management and its affiliates to the

appropriate operating captions for the Non-GAAP results, and the exclusion of charges associated with the investment in NGP

Management and its affiliates that are excluded from the Non-GAAP results.

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Distributable Earnings for our reportable segments are as follows:

	Three Months Ended June 30,		Six Months Ended June 30,
	2025	2024	2025	2024
	(Dollars in millions)
Global Private Equity	$231.9	$199.1	$497.5	$512.2
Global Credit	120.9	99.8	231.4	181.9
Carlyle AlpInvest	78.2	44.3	157.5	80.4
Distributable Earnings	$431.0	$343.2	$886.4	$774.5

Segment Analysis

Discussed below is our DE and FRE for our segments for the periods presented. Our segment information is reflected in

the manner used by our chief operating decision maker to make operating and compensation decisions, assess performance, and

allocate resources.

For segment reporting purposes, revenues and expenses are presented on a basis that deconsolidates our Consolidated

Funds. As a result, segment revenues from management fees, realized performance revenues and realized principal investment

income (loss) are different than those presented on a consolidated U.S. GAAP basis because these revenues recognized in

certain segments are received from Consolidated Funds and are eliminated in consolidation when presented on a consolidated

U.S. GAAP basis. Furthermore, segment expenses are different than related amounts presented on a consolidated U.S. GAAP

basis due to the exclusion of fund expenses that are paid by the Consolidated Funds.

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Global Private Equity

The following table presents our results of operations for our Global Private Equity(1) segment:

	Three Months Ended<br><br>June 30,		Change		Six Months Ended<br><br>June 30,		Change
	2025	2024	$	%	2025	2024	$	%
	(Dollars in millions)
Segment Revenues
Fund level fee revenues
Fund management fees	$302.4	$305.2	$(2.8)	(1)%	$585.4	$609.8	$(24.4)	(4)%
Portfolio advisory and<br><br>transaction fees, net and other	6.9	3.8	3.1	82%	21.4	10.9	10.5	96%
Fee related performance<br><br>revenues	—	3.2	(3.2)	(100)%	—	6.9	(6.9)	(100)%
Total fund level fee revenues	309.3	312.2	(2.9)	(1)%	606.8	627.6	(20.8)	(3)%
Realized performance revenues	244.7	129.7	115.0	89%	561.8	503.5	58.3	12%
Realized principal investment<br><br>income	12.4	6.8	5.6	82%	27.5	25.7	1.8	7%
Interest income	5.5	6.5	(1.0)	(15)%	11.5	14.1	(2.6)	(18)%
Total revenues	571.9	455.2	116.7	26%	1,207.6	1,170.9	36.7	3%
Segment Expenses
Compensation and benefits
Cash-based compensation and<br><br>benefits	108.4	103.9	4.5	4%	209.1	213.2	(4.1)	(2)%
Realized performance revenues<br><br>related compensation	160.9	81.4	79.5	98%	361.3	315.7	45.6	14%
Total compensation and<br><br>benefits	269.3	185.3	84.0	45%	570.4	528.9	41.5	8%
General, administrative, and other<br><br>indirect expenses(1)	50.3	50.2	0.1	—%	99.0	88.8	10.2	11%
Depreciation and amortization<br><br>expense	7.0	6.5	0.5	8%	13.9	12.9	1.0	8%
Interest expense	13.4	14.1	(0.7)	(5)%	26.8	28.1	(1.3)	(5)%
Total expenses	340.0	256.1	83.9	33%	710.1	658.7	51.4	8%
(=) Distributable Earnings	$231.9	$199.1	$32.8	16%	$497.5	$512.2	$(14.7)	(3)%
(-) Realized Net Performance<br><br>Revenues	83.8	48.3	35.5	73%	200.5	187.8	12.7	7%
(-) Realized Principal Investment<br><br>Income	12.4	6.8	5.6	82%	27.5	25.7	1.8	7%
(+) Net Interest	7.9	7.6	0.3	4%	15.3	14.0	1.3	9%
(=) Fee Related Earnings	$143.6	$151.6	$(8.0)	(5)%	$284.8	$312.7	$(27.9)	(9)%

(1)For purposes of presenting our results of operations for this segment, our earnings from our investments in NGP are presented in the

respective operating captions.

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Distributable Earnings

Distributable Earnings increased $32.8 million for the three months ended June 30, 2025, as compared to the three

months ended June 30, 2024, and decreased $14.7 million for the six months ended June 30, 2025, as compared to the six

months ended June 30, 2024. The following table provides the components of the changes in Distributable Earnings for the

three and six months ended June 30, 2025:

	Three Months Ended<br><br>June 30,	Six Months Ended<br><br>June 30,
	2025 v. 2024
	(Dollars in millions)
Distributable Earnings, June 30, 2024	$199.1	$512.2
Increases (decreases):
Decrease in fee related earnings	(8.0)	(27.9)
Increase in realized net performance revenues	35.5	12.7
Increase in realized principal investment income	5.6	1.8
Increase in net interest	(0.3)	(1.3)
Total increase (decrease)	32.8	(14.7)
Distributable Earnings, June 30, 2025	$231.9	$497.5

Realized Net Performance Revenues. Realized net performance revenues increased $35.5 million for the three months

ended June 30, 2025, as compared to the three months ended June 30, 2024, and increased $12.7 million for the six months

ended June 30, 2025, as compared to the six months ended June 30, 2024. Realized net performance revenues for the three

months ended June 30, 2025 were primarily attributable to realizations in NGP XI and, to a lesser extent, CAP IV and CP VI.

Realized net performance revenues for the six months ended June 30, 2025 were primarily attributable to realizations in CPP II,

NGP XI, and CAP IV. Realized net performance revenues for the three and six months ended June 30, 2024 were primarily

attributable to realizations in CIEP I and CP VI. Additionally, the six months ended June 30, 2024 were impacted by

realizations in CAP IV. A slower pace of investment exit activity in funds of a vintage that are realizing carry may reduce our

realized net performance revenues in the coming quarters.

Fee Related Earnings

Fee Related Earnings decreased $8.0 million for the three months ended June 30, 2025, as compared to the three months

ended June 30, 2024, and decreased $27.9 million for the six months ended June 30, 2025, as compared to the six months ended

June 30, 2024. The following table provides the components of the changes in Fee Related Earnings for the three and six

months ended June 30, 2025:

	Three Months Ended<br><br>June 30,	Six Months Ended<br><br>June 30,
	2025 v. 2024
	(Dollars in millions)
Fee Related Earnings, June 30, 2024	$151.6	$312.7
Increases (decreases):
Decrease in fee revenues	(2.9)	(20.8)
(Increase) decrease in cash-based compensation and benefits	(4.5)	4.1
Increase in general, administrative and other indirect expenses	(0.1)	(10.2)
All other changes	(0.5)	(1.0)
Total decrease	(8.0)	(27.9)
Fee Related Earnings, June 30, 2025	$143.6	$284.8

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Fee Revenues. Total fee revenues decreased $2.9 million for the three months ended June 30, 2025, as compared to the

three months ended June 30, 2024, and decreased $20.8 million for the six months ended June 30, 2025, as compared to the six

months ended June 30, 2024, due to the following:

	Three Months Ended<br><br>June 30,	Six Months Ended<br><br>June 30,
	2025 v. 2024
	(Dollars in millions)
Lower fund management fees	$(2.8)	$(24.4)
Higher portfolio advisory and transaction fees, net and other	3.1	10.5
Lower fee related performance revenues	(3.2)	(6.9)
Total decrease in fee revenues	$(2.9)	$(20.8)

The decrease in fund management fees for the six months ended June 30, 2025 as compared to the six months ended June

30, 2024 was primarily due to step-downs in management fee basis on CEP V and CRP IX in the fourth quarter of 2024, as well

as net investment realizations in funds on which management fees are based on invested capital. These were partially offset by

the activation of fees in CJP V, which turned on fees in the fourth quarter of 2024, as well as CRP X, which turned on fees on

April 1, 2025. The impact of smaller buyout funds in our corporate private equity strategy is resulting in, and may continue to

result in, lower fund management fees relative to prior periods.

The increase in portfolio advisory and transaction fees, net and other for the three and six months ended June 30, 2025 as

compared to the three and six months ended June 30, 2024 was primarily due to an increase in transaction fees. Transaction fees

are primarily generated by investment activity within our funds, and are therefore impacted by our investment pace. See “—

Trends Affecting Our Business” for further discussion on our investment activity and broader market trends.

General, administrative and other indirect expenses. General, administrative and other indirect expenses increased $0.1

million for the three months ended June 30, 2025, as compared to the three months ended June 30, 2024, and increased $10.2

million for the six months ended June 30, 2025, as compared to the six months ended June 30, 2024. The increase for the six

months ended June 30, 2025 was primarily due to an increase in costs related to funds in fundraising as well as a lower reversal

of value-added tax expense in Asia. This was partially offset by foreign exchange gains for the six months ended June 30, 2025

compared to foreign exchange loss for the six months ended June 30, 2024.

Fee-earning AUM

Fee-earning AUM is presented below for each period together with the components of change during each respective

period.

	As of June 30,
	2025	2024
Global Private Equity	(Dollars in millions)
Components of Fee-earning AUM(1)
Fee-earning AUM based on capital commitments	$42,297	$47,522
Fee-earning AUM based on invested capital	49,703	45,361
Fee-earning AUM based on net asset value	7,364	7,166
Fee-earning AUM based on lower of cost or fair value	2,966	3,613
Total Fee-earning AUM	$102,330	$103,662
Annualized Management Fee Rate(2)	1.16%	1.16%

(1)For additional information concerning the components of Fee-earning AUM, see “—Key Financial Measures—Operating Metrics.”

(2)Represents annualized fund management fees divided by the average of the beginning of year and each quarter end’s Fee-earning AUM

in the reporting period. Catch-up management fees were excluded in the calculation of the annualized fund management fees.

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The table below provides the period to period rollforward of Fee-earning AUM.

	Three Months Ended<br><br>June 30,		Six Months Ended<br><br>June 30,
	2025	2024	2025	2024
Global Private Equity	(Dollars in millions)
Fee-earning AUM Rollforward
Balance, Beginning of Period	$98,711	$104,024	$98,033	$106,651
Inflows(1)	9,169	2,965	10,666	3,684
Outflows (including realizations)(2)	(6,539)	(3,254)	(8,016)	(5,870)
Market Activity & Other(3)	(208)	116	(258)	(108)
Foreign Exchange(4)	1,197	(189)	1,905	(695)
Balance, End of Period	$102,330	$103,662	$102,330	$103,662

(1)Inflows represents limited partner capital raised by our carry funds or separately managed accounts for which management fees based

on commitments were activated during the period, and the fee-earning commitments invested in vehicles for which management fees

are based on invested capital. Inflows exclude fundraising amounts during the period for which fees have not yet been activated, which

are referenced as Pending Fee-earning AUM.

(2)Outflows represents the impact of realizations from vehicles with management fees based on remaining invested capital at cost or fair

value, changes in basis for funds where the investment period, weighted-average investment period or commitment fee period has

expired during the period, and reductions for funds that are no longer calling for fees. Realizations for funds earning management fees

based on commitments during the period do not affect Fee-earning AUM.

(3)Market Activity & Other represents realized and unrealized gains (losses) on portfolio investments in our carry funds based on the

lower of cost or fair value.

(4)Foreign Exchange represents the impact of foreign exchange rate fluctuations on the translation of our non-U.S. dollar denominated

funds. Activity during the period is translated at the average rate for the period. Ending balances are translated at the spot rate as of the

period end.

Fee-earning AUM of $102.3 billion at June 30, 2025 increased 4% from $98.7 billion at March 31, 2025. The net

increase was due to:

•Inflows of $9.2 billion, primarily driven by the activation of management fees in our tenth U.S. opportunistic real

estate fund; and

•Positive foreign exchange activity of $1.2 billion reflecting the translation of our EUR- and JPY-denominated funds

to USD.

Offsetting these increases were:

•Outflows of $6.5 billion, driven by the expiration of fees in CP VI during the period, a fee basis step-down in CIEP

II, and realizations in funds that charge fees on invested capital.

Fee-earning AUM of $102.3 billion at June 30, 2025 increased 4% from $98.0 billion at December 31, 2024. The net

increase was due to:

•Inflows of $10.7 billion, which included the activation of management fees in our tenth U.S. opportunistic real estate

fund, additional fee-paying capital raised in CAP VI, and investments in our Asia buyout and Europe buyout funds

which charge fees on invested capital; and

•Positive foreign exchange activity of $1.9 billion reflecting the translation of our EUR- and JPY-denominated funds

to USD.

Offsetting these increases were:

•Outflows of $8.0 billion, which included realizations in funds that charge fees on invested capital, notably in our

Europe buyout, U.S. buyout, and U.S. real estate funds, as well as the expiration of fees in CP VI during the period,

and a fee basis step-down in CIEP II.

Fee-earning AUM of $102.3 billion at June 30, 2025 decreased 1% from $103.7 billion at June 30, 2024. The net

decrease was due to:

100

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•Outflows of $17.1 billion driven by realizations in funds that charge fees on invested capital, fee basis step-downs in

CRP IX, CEP V, and CIEP II, and the expiration of fees in CP VI during the period.

Offsetting these decreases were:

•Inflows of $14.7 billion primarily from the activation of fees in CRP X and CJP V, additional fee-paying capital

raised in CAP VI, and investments in funds which charge fees on invested capital; and

•Positive foreign exchange activity of $1.4 billions reflecting the translation of our EUR- and JPY-denominated funds

to USD.

Total AUM

The table below provides the period to period rollforward of Total AUM.

	Three Months Ended<br><br>June 30, 2025	Six Months Ended<br><br>June 30, 2025
	(Dollars in millions)
Global Private Equity
Total AUM Rollforward
Balance, Beginning of Period	$164,210	$163,533
Inflows(1)	2,843	5,556
Outflows (including realizations)(2)	(4,971)	(9,650)
Market Activity & Other(3)	1,021	2,479
Foreign Exchange(4)	1,954	3,139
Balance, End of Period	$165,057	$165,057

(1)Inflows reflects the impact of gross fundraising during the period. For funds or vehicles denominated in foreign currencies, this reflects

translation at the average quarterly rate, while the separately reported Fundraising metric is translated at the spot rate for each individual

closing.

(2)Outflows includes distributions net of recallable or recyclable amounts in our carry funds, related co-investment vehicles, and

separately managed accounts, gross redemptions in our open-ended funds, and the expiration of available capital.

(3)Market Activity & Other generally represents realized and unrealized gains (losses) on portfolio investments in our carry funds, related

co-investment vehicles, and separately managed accounts, as well as the impact of fees, expenses and non-investment income, and

other changes in AUM.

(4)Foreign Exchange represents the impact of foreign exchange rate fluctuations on the translation of our non-U.S. dollar denominated

funds. Activity during the period is translated at the average rate for the period. Ending balances are translated at the spot rate as of the

period end.

Total AUM was $165.1 billion at June 30, 2025, an increase of 1% from $164.2 billion at March 31, 2025. The net

increase was due to:

•Inflows of $2.8 billion, which included new capital raised in CRP X, CPI, and ACCD 3;

•Positive foreign exchange activity of $2.0 billion reflecting the translation of our EUR- and JPY-denominated funds

to USD; and

•Market appreciation of $1.0 billion driven by appreciation in CP VII ($0.6 billion), CAP V ($0.5 billion), and CP

VIII ($0.4 billion), partially offset by depreciation in CEP V ($0.7 billion).

Offsetting these increases were:

•Outflows of $5.0 billion driven by realizations in our U.S. buyout and Asia buyout funds, as well as the NGP Energy

funds.

Total AUM was $165.1 billion at June 30, 2025, an increase of 1% from $163.5 billion at December 31, 2024. The net

increase was due to:

•Inflows of $5.6 billion, which included new capital raised in CRP X, NGP RP III, CPI, and CAP VI;

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•Positive foreign exchange activity of $3.1 billion, which reflected the translation of our EUR- and JPY-denominated

funds to USD; and

•Market appreciation of $2.5 billion driven by appreciation in CP VII ($1.3 billion), CP VIII ($0.6 billion), CGP II

($0.3 billion), and the NGP Energy funds ($0.6 billion), partially offset by depreciation in CEP V ($0.8 billion).

Offsetting these increases were:

•Outflows of $9.7 billion driven by distributions across the segment, notably in our U.S. buyout, power, Asia buyout,

and international energy funds, as well as the NGP Energy funds.

Fund Performance Metrics

Fund performance information for our investment funds that generally have at least $1.0 billion in capital commitments,

cumulative equity invested or total value as of June 30, 2025, which we refer to as our “significant funds,” is included

throughout this discussion and analysis to facilitate an understanding of our results of operations for the periods presented. The

fund return information reflected in this discussion and analysis is not indicative of the performance of The Carlyle Group Inc.

and is also not necessarily indicative of the future performance of any particular fund. An investment in The Carlyle Group Inc.

is not an investment in any of our funds. There can be no assurance that any of our funds or our other existing and future funds

will achieve similar returns.

The following table reflects the performance of our significant funds in our Global Private Equity business. Please see

“—Our Global Investment Offerings” for a legend of the fund acronyms listed below.

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(Amounts in millions)				TOTAL INVESTMENTS						REALIZED/PARTIALLY<br><br>REALIZED INVESTMENTS(12)
				As of June 30, 2025						As of June 30, 2025
Fund (Fee Initiation Date/Step-down Date)(1)	Committed<br><br>Capital(2)	Cumulative<br><br>Invested<br><br>Capital(3)	Percent<br><br>Invested	Realized<br><br>Value(4)	Remaining<br><br>Fair<br><br>Value(5)	MOIC<br><br>(6)	Gross<br><br>IRR<br><br>(7)(8)	Net<br><br>IRR<br><br>(8)(9)	Net Accrued<br><br>Carry/<br><br>(Giveback)<br><br>(10)	Total<br><br>Fair<br><br>Value(11)	MOIC<br><br>(6)	Gross<br><br>IRR<br><br>(7)(8)
Corporate Private Equity
CP VIII (Oct 2021 / Oct 2027)	$14,797	$10,389	70%	$1,684	$12,589	1.4x	21%	10%	$148	$2,088	1.6x	58%
CP VII (May 2018 / Oct 2021)	$18,510	$17,787	96%	$7,206	$22,231	1.7x	12%	8%	$658	$6,965	1.6x	12%
CP VI (May 2013 / May 2018)	$13,000	$13,140	101%	$25,560	$3,089	2.2x	18%	13%	$127	$26,313	2.5x	22%
CP V (Jun 2007 / May 2013)	$13,720	$13,238	96%	$28,117	$449	2.2x	18%	14%	$31	$28,134	2.3x	20%
CEP V (Oct 2018 / Oct 2024)	€6,416	€6,079	95%	€1,628	€4,918	1.1x	1%	Neg	$—	€543	0.8x	Neg
CEP IV (Sep 2014 / Oct 2018)	€3,670	€3,968	108%	€6,197	€1,315	1.9x	16%	11%	$57	€6,250	2.1x	20%
CEP III (Jul 2007 / Dec 2013)	€5,295	€5,177	98%	€11,730	€19	2.3x	19%	14%	$2	€11,749	2.3x	19%
CAP VI (Jun 2024 / Jun 2030)	$2,852	$—	—%	$—	$—	n/a	n/a	n/a	$—	n/a	n/a	n/a
CAP V (Jun 2018 / Jun 2024)	$6,554	$6,875	105%	$2,758	$7,123	1.4x	15%	8%	$104	$2,136	1.3x	23%
CAP IV (Jul 2013 / Jun 2018)	$3,880	$4,146	107%	$8,667	$301	2.2x	18%	13%	$18	$8,704	2.4x	21%
CJP V (Nov 2024 / Nov 2030)	¥434,325	¥—	—%	¥—	¥—	n/a	n/a	n/a	$—	n/a	n/a	n/a
CJP IV (Oct 2020 / Nov 2024)	¥258,000	¥234,357	91%	¥144,666	¥272,773	1.8x	35%	23%	$74	¥173,942	3.3x	63%
CJP III (Sep 2013 / Aug 2020)	¥119,505	¥91,192	76%	¥262,826	¥18,580	3.1x	25%	18%	$10	¥271,686	3.2x	26%
CGFSP III (Dec 2017 / Dec 2023)	$1,005	$972	97%	$530	$1,707	2.3x	23%	17%	$76	$1,038	4.2x	35%
CGFSP II (Jun 2013 / Dec 2017)	$1,000	$943	94%	$1,961	$609	2.7x	26%	19%	$35	$1,956	2.4x	28%
CP Growth (Oct 2021 / Oct 2027)	$1,283	$568	44%	$—	$676	1.2x	NM	NM	$—	n/a	n/a	n/a
CEOF II (Nov 2015 / Mar 2020)	$2,400	$2,368	99%	$4,106	$1,422	2.3x	21%	15%	$71	$4,670	2.5x	23%
CETP V (Mar 2022 / Jun 2028)	€3,180	€1,393	44%	€—	€1,573	1.1x	NM	NM	$—	n/a	n/a	n/a
CETP IV (Jul 2019 / Jun 2022)	€1,350	€1,200	89%	€1,344	€1,423	2.3x	31%	22%	$60	€1,344	4.4x	74%
CETP III (Jul 2014 / Jul 2019)	€657	€610	93%	€1,752	€353	3.5x	41%	28%	$22	€1,756	3.8x	45%
CGP II (Dec 2020 / Jan 2025)	$1,840	$984	53%	$195	$1,661	1.9x	22%	17%	$34	n/a	n/a	n/a
CGP (Jan 2015 / Mar 2021)	$3,588	$3,235	90%	$1,581	$2,773	1.3x	5%	4%	$20	$1,802	2.3x	16%
All Other Active Funds & Vehicles(13)		$20,543	n/a	$15,421	$16,908	1.6x	12%	10%	$49	$15,402	2.0x	19%
Fully Realized Funds & Vehicles(14)(15)		$35,609	n/a	$81,770	$2	2.3x	28%	20%	$2	$81,772	2.3x	28%
TOTAL CORPORATE PRIVATE EQUITY(16)		$154,724	n/a	$209,023	$84,854	1.9x	25%	17%	$1,599	$209,523	2.3x	26%
Real Estate
CRP X (Apr 2025 / Jul 2030)	$8,920	$181	2%	$—	$169	0.9x	NM	NM	$—	n/a	n/a	n/a
CRP IX (Oct 2021 / Dec 2024)	$7,987	$5,819	73%	$284	$6,611	1.2x	15%	4%	$—	$272	1.4x	22%
CRP VIII (Aug 2017 / Oct 2021)	$5,505	$5,169	94%	$5,468	$3,587	1.8x	33%	19%	$96	$5,427	2.1x	52%
CRP VII (Jun 2014 / Dec 2017)	$4,162	$3,820	92%	$5,092	$1,197	1.6x	17%	10%	$10	$5,063	1.7x	20%
CRP VI (Mar 2011 / Jun 2014)	$2,340	$2,155	92%	$3,815	$118	1.8x	27%	17%	$4	$3,748	1.9x	28%
CPI (May 2016 / n/a)	$8,194	$8,474	103%	$3,313	$7,666	1.3x	11%	9%	n/a*	$2,132	1.7x	12%
All Other Active Funds & Vehicles(17)		$2,578	n/a	$481	$2,483	1.1x	9%	6%	$5	$329	1.5x	22%
Fully Realized Funds & Vehicles(15)(18)		$14,292	n/a	$21,635	$14	1.5x	9%	5%	$—	$21,649	1.5x	10%
TOTAL REAL ESTATE(16)		$42,488	n/a	$40,088	$21,844	1.5x	12%	7%	$115	$38,620	1.6x	13%
Infrastructure & Natural Resources
CIEP II (Apr 2019 / Apr 2025)	$2,286	$1,008	44%	$799	$1,060	1.8x	27%	12%	$35	$740	3.1x	NM**
CIEP I (Sep 2013 / Jun 2019)	$2,500	$2,470	99%	$3,289	$1,429	1.9x	15%	9%	$46	$3,738	2.2x	18%
CGIOF (Dec 2018 / Sep 2023)	$2,201	$2,054	93%	$658	$2,779	1.7x	18%	11%	$76	$777	1.7x	16%
CRSEF II (Nov 2022 / Aug 2027)	$1,187	$471	40%	$—	$727	1.5x	NM	NM	$11	n/a	n/a	n/a
NGP XIII (Feb 2023 / Feb 2028)	$2,300	$452	20%	$31	$620	1.4x	NM	NM	$2	$63	3.1x	NM
NGP XII (Jul 2017 / Jul 2022)	$4,304	$3,634	84%	$4,513	$2,864	2.0x	21%	15%	$30	$4,180	2.9x	37%
NGP XI (Oct 2014 / Jul 2017)	$5,325	$5,034	95%	$7,915	$1,872	1.9x	13%	10%	$64	$7,367	2.1x	21%
NGP X (Jan 2012 / Dec 2014)	$3,586	$3,351	93%	$3,448	$285	1.1x	3%	—%	$—	$3,262	1.2x	5%
All Other Active Funds & Vehicles(19)		$4,901	n/a	$3,120	$4,546	1.6x	15%	12%	$26	$2,799	2.2x	18%
Fully Realized Funds & Vehicles(15)(20)		$3,534	n/a	$5,573	$6	1.6x	8%	5%	$1	$5,579	1.6x	8%
TOTAL INFRASTRUCTURE & NATURAL<br><br>RESOURCES(16)		$26,907	n/a	$29,346	$16,187	1.7x	12%	8%	$291	$28,503	1.9x	14%

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*Net accrued fee related performance revenues for CPI are excluded from Net Accrued Performance Revenues. These amounts will be

reflected as fee related performance revenues when realized, and included in Fund level fee revenues in our segment results. There were no

accrued fee related performance revenues for CPI as of June 30, 2025.

**The IRR is incalculable, which occurs in instances when a distribution occurs prior to a Limited Partner capital contribution due to the use

of fund-level credit facilities.

(1)The fund step-down date represents the contractual step-down date under the respective fund agreements for funds on

which the fee basis step-down has not yet occurred. Funds without a listed Fee Initiation Date and Step-down Date have

not yet initiated fees.

(2)All amounts shown represent total capital commitments as of June 30, 2025. Certain of our recent vintage funds are

currently in fundraising and total capital commitments are subject to change.

(3)Represents the original cost of investments since inception of the fund.

(4)Represents all realized proceeds since inception of the fund.

(5)Represents remaining fair value, before management fees, expenses and carried interest, and may include remaining

escrow values for realized investments.

(6)Multiple of invested capital (“MOIC”) represents total fair value, before management fees, expenses and carried interest,

divided by cumulative invested capital.

(7)Gross Internal Rate of Return (“Gross IRR”) represents an annualized time-weighted return on Limited Partner invested

capital, based on contributions, distributions and unrealized fair value as of the reporting date, before the impact of

management fees, partnership expenses and carried interest. For fund vintages 2017 and after, Gross IRR includes the

impact of interest expense related to the funding of investments on fund lines of credit. Gross IRR is calculated based on

the timing of Limited Partner cash flows, which may differ to varying degrees from the timing of actual investment cash

flows for the fund. Subtotal Gross IRR aggregations for multiple funds are calculated based on actual cash flow dates for

each fund and represent a theoretical time-weighted return for a Limited Partner who invested sequentially in each fund.

(8)For funds marked “NM,” IRR may be positive or negative, but is not considered meaningful because of the limited time

since initial investment and early stage of capital deployment. For funds marked “Neg,” IRR is considered meaningful

but is negative as of reporting period end.

(9)Net Internal Rate of Return (“Net IRR”) represents an annualized time-weighted return on Limited Partner invested

capital, based on contributions, distributions and unrealized fair value as of the reporting date, after the impact of all

management fees, partnership expenses and carried interest, including current accruals. Net IRR is calculated based on

the timing of Limited Partner cash flows, which may differ to varying degrees from the timing of actual investment cash

flows for the fund. Fund level IRRs are based on aggregate Limited Partner cash flows, and this blended return may differ

from that of individual Limited Partners. As a result, certain funds may generate accrued performance revenues with a

blended Net IRR that is below the preferred return hurdle for that fund. Subtotal Net IRR aggregations for multiple funds

are calculated based on actual cash flow dates for each fund and represent a theoretical time-weighted return for a

Limited Partner who invested sequentially in each fund.

(10)Represents the net accrued performance revenue balance/(giveback obligation) as of the current quarter end.

(11)Represents all realized proceeds combined with remaining fair value, before management fees, expenses and carried

interest.

(12)An investment is considered realized when the investment fund has completely exited, and ceases to own an interest in,

the investment. An investment is considered partially realized when the total amount of proceeds received in respect of

such investment, including dividends, interest or other distributions and/or return of capital, represents at least 85% of

invested capital and such investment is not yet fully realized. Because part of our value creation strategy involves

pursuing best exit alternatives, we believe information regarding Realized/Partially Realized MOIC and Gross IRR, when

considered together with the other investment performance metrics presented, provides investors with meaningful

information regarding our investment performance by removing the impact of investments where significant realization

activity has not yet occurred. Realized/Partially Realized MOIC and Gross IRR have limitations as measures of

investment performance and should not be considered in isolation. Such limitations include the fact that these measures

do not include the performance of earlier stage and other investments that do not satisfy the criteria provided above. The

exclusion of such investments will have a positive impact on Realized/Partially Realized MOIC and Gross IRR in

instances when the MOIC and Gross IRR in respect of such investments are less than the aggregate MOIC and Gross

IRR. Our measurements of Realized/Partially Realized MOIC and Gross IRR may not be comparable to those of other

companies that use similarly titled measures.

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(13)Aggregate includes the following funds, as well as all active co-investments, separately managed accounts (SMAs), and

stand-alone investments arranged by us: MENA, CCI, CSSAF I, CPF I, CAP Growth I, CAP Growth II, CBPF II, CAGP

IV, ABV 8, ABV 9, ACCD 2 and CCD-CIF.

(14)Aggregate includes the following funds, as well as related co-investments, separately managed accounts (SMAs), and

certain other stand-alone investments arranged by us: CP I, CP II, CP III, CP IV, CEP I, CEP II, CAP I, CAP II, CAP III,

CBPF I, CJP I, CJP II, CMG, CVP I, CVP II, CUSGF III, CGFSP I, CEVP I, CETP I, CETP II, CAVP I, CAVP II,

CAGP III, CEOF I, Mexico and CSABF.

(15)Funds are included when all investments have been realized. There may be remaining fair value and net accrued carry

where there are outstanding escrow balances or undistributed proceeds.

(16)For purposes of aggregation, funds that report in foreign currency have been converted to U.S. dollars at the reporting

period spot rate.

(17)Aggregate includes the following funds, as well as all active co-investments, separately managed accounts (SMAs), and

stand-alone investments arranged by us: CCR, CER I, and CER II.

(18)Aggregate includes the following funds, as well as related co-investments, separately managed accounts (SMAs), and

certain other stand-alone investments arranged by us: CRP I, CRP II, CRP III, CRP IV, CRP V, CRCP I, CAREP I,

CAREP II, CEREP I, CEREP II and CEREP III.

(19)Aggregate includes the following funds, as well as all active co-investments, separately managed accounts (SMAs), and

stand-alone investments arranged by us: NGP GAP, NGP RP I, NGP RP II, NGP RP III, NGP ETP IV, CPOCP, and

CRSEF.

(20)Aggregate includes the following funds, as well as related co-investments, separately managed accounts (SMAs), and

certain other stand-alone investments arranged by us: CIP and CPP II.

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Global Credit

The following table presents our results of operations for our Global Credit segment:

	Three Months Ended<br><br>June 30,		Change		Six Months Ended<br><br>June 30,		Change
	2025	2024	$	%	2025	2024	$	%
	(Dollars in millions)
Segment Revenues
Fund level fee revenues
Fund management fees	$170.0	$140.8	$29.2	21%	$309.6	$277.7	$31.9	11%
Portfolio advisory and<br><br>transaction fees, net and other	41.0	25.0	16.0	64%	104.4	44.6	59.8	134%
Fee related performance<br><br>revenues	28.6	28.0	0.6	2%	57.4	52.2	5.2	10%
Total fund level fee revenues	239.6	193.8	45.8	24%	471.4	374.5	96.9	26%
Realized performance revenues	5.1	6.9	(1.8)	(26)%	18.4	7.5	10.9	145%
Realized principal investment<br><br>income	12.0	19.2	(7.2)	(38)%	17.5	33.0	(15.5)	(47)%
Interest income	7.0	10.1	(3.1)	(31)%	14.0	20.8	(6.8)	(33)%
Total revenues	263.7	230.0	33.7	15%	521.3	435.8	85.5	20%
Segment Expenses
Compensation and benefits
Cash-based compensation and<br><br>benefits	88.2	74.0	14.2	19%	177.2	150.8	26.4	18%
Realized performance revenues<br><br>related compensation	3.1	4.3	(1.2)	(28)%	11.0	4.6	6.4	139%
Total compensation and<br><br>benefits	91.3	78.3	13.0	17%	188.2	155.4	32.8	21%
General, administrative, and other<br><br>indirect expenses	36.2	35.3	0.9	3%	71.2	64.9	6.3	10%
Depreciation and amortization<br><br>expense	3.8	3.2	0.6	19%	7.7	6.3	1.4	22%
Interest expense	11.5	13.4	(1.9)	(14)%	22.8	27.3	(4.5)	(16)%
Total expenses	142.8	130.2	12.6	10%	289.9	253.9	36.0	14%
(=) Distributable Earnings	$120.9	$99.8	$21.1	21%	$231.4	$181.9	$49.5	27%
(-) Realized Net Performance<br><br>Revenues	2.0	2.6	(0.6)	(23)%	7.4	2.9	4.5	155%
(-) Realized Principal Investment<br><br>Income	12.0	19.2	(7.2)	(38)%	17.5	33.0	(15.5)	(47)%
(+) Net Interest	4.5	3.3	1.2	36%	8.8	6.5	2.3	35%
(=) Fee Related Earnings	$111.4	$81.3	$30.1	37%	$215.3	$152.5	$62.8	41%

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Distributable Earnings

Distributable Earnings increased $21.1 million for the three months ended June 30, 2025, as compared to the three

months ended June 30, 2024, and increased $49.5 million for the six months ended June 30, 2025, as compared to the six

months ended June 30, 2024. The following table provides the components of the changes in Distributable Earnings for the

three and six months ended June 30, 2025:

	Three Months Ended<br><br>June 30,	Six Months Ended<br><br>June 30,
	2025 v. 2024
	(Dollars in millions)
Distributable Earnings, June 30, 2024	$99.8	$181.9
Increases (decreases):
Increase in fee related earnings	30.1	62.8
(Decrease) increase in realized net performance revenues	(0.6)	4.5
Decrease in realized principal investment income	(7.2)	(15.5)
Increase in net interest	(1.2)	(2.3)
Total increase	21.1	49.5
Distributable Earnings, June 30, 2025	$120.9	$231.4

Realized Principal Investment Income. Realized principal investment income decreased $7.2 million for the three months

ended June 30, 2025, as compared to the three months ended June 30, 2024, and decreased $15.5 million for the six months

ended June 30, 2025, as compared to the six months ended June 30, 2024, primarily driven by lower realized principal

investment income from our European and U.S. CLOs.

Fee Related Earnings

Fee Related Earnings increased $30.1 million for the three months ended June 30, 2025, as compared to the three months

ended June 30, 2024, and increased $62.8 million for the six months ended June 30, 2025, as compared to the six months ended

June 30, 2024. The following table provides the components of the changes in Fee Related Earnings for the three and six

months ended June 30, 2025:

	Three Months Ended<br><br>June 30,	Six Months Ended<br><br>June 30,
	2025 v. 2024
	(Dollars in millions)
Fee Related Earnings, June 30, 2024	$81.3	$152.5
Increases (decreases):
Increase in fee revenues	45.8	96.9
Increase in cash-based compensation and benefits	(14.2)	(26.4)
Increase in general, administrative and other indirect expenses	(0.9)	(6.3)
All other changes	(0.6)	(1.4)
Total increase	30.1	62.8
Fee Related Earnings, June 30, 2025	$111.4	$215.3

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Fee Revenues. Fee revenues increased $45.8 million for the three months ended June 30, 2025, as compared to the three

months ended June 30, 2024, and increased $96.9 million for the six months ended June 30, 2025, as compared to the six

months ended June 30, 2024, due to the following:

	Three Months Ended<br><br>June 30,	Six Months Ended<br><br>June 30,
	2025 v. 2024
	(Dollars in millions)
Higher fund management fees	$29.2	$31.9
Higher portfolio advisory and transaction fees, net and other	16.0	59.8
Higher fee related performance revenues	0.6	5.2
Total increase in fee revenues	$45.8	$96.9

The increase in Fund management fees for the three and six months ended June 30, 2025 as compared to the three and six

months ended June 30, 2024 was primarily attributable to the receipt of approximately $19 million of catch-up subordinated

management fees in certain aviation funds during the three months ended June 30, 2025, due in part to the collection of

insurance proceeds and in part due to the sale of collateral in those vehicles. To a lesser extent, the increase in Fund

management fees for the three and six months ended June 30, 2025 as compared to the three and six months ended June 30,

2024 was also attributable to increases in management fees from CTAC, our opportunistic credit funds, and our direct lending

business. These were partially offset by lower management fees from our liquid credit business.

The increase in portfolio advisory and transaction fees, net and other fees for the three and six months ended June 30,

2025 as compared to the three and six months ended June 30, 2024 was primarily driven by an increase in capital markets fees.

The recognition of capital markets fees can be volatile as they are primarily generated by investment activity and a slower pace

of investment activity may reduce capital markets fees in the coming quarters. See “—Trends Affecting Our Business” for

further discussion on our investment activity and broader market trends.

Cash-based compensation and benefits expense. Cash-based compensation and benefits expense increased $14.2 million

for the three months ended June 30, 2025, as compared to the three months ended June 30, 2024, and increased $26.4 million

for the six months ended June 30, 2025, as compared to the six months ended June 30, 2024, primarily due to an increase in

accrued bonuses related to capital markets fees and incentive fees.

Fee-earning AUM

Fee-earning AUM is presented below for each period together with the components of change during each respective

period.

	As of June 30,
	2025	2024
Global Credit	(Dollars in millions)
Components of Fee-earning AUM(1)
Fee-earning AUM based on capital commitments	$2,530	$2,470
Fee-earning AUM based on invested capital	20,884	18,428
Fee-earning AUM based on collateral balances, at par	45,062	48,200
Fee-earning AUM based on net asset value	3,512	2,142
Fee-earning AUM based on fair value and other(2)	90,796	84,197
Total Fee-earning AUM	$162,784	$155,437
Annualized Management Fee Rate(3)	0.36%	0.36%

(1)For additional information concerning the components of Fee-earning AUM, see “—Key Financial Measures—Operating Metrics.”

(2)Includes the fair value of Fortitude’s general account assets covered by the strategic advisory services agreement and funds with fees

based on gross asset value.

(3)Represents annualized fund management fees divided by the average of the beginning of year and each quarter end’s Fee-earning AUM

in the reporting period. Catch-up management fees were excluded in the calculation of the annualized fund management fees.

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The table below provides the period to period rollforward of Fee-earning AUM.

	Three Months Ended<br><br>June 30,		Six Months Ended<br><br>June 30,
	2025	2024	2025	2024
Global Credit	(Dollars in millions)
Fee-earning AUM Rollforward
Balance, Beginning of Period	$160,731	$153,428	$154,186	$155,238
Inflows(1)	4,470	4,861	12,281	7,622
Outflows (including realizations)(2)	(3,415)	(2,804)	(6,528)	(5,764)
Market Activity & Other(3)	237	23	1,702	(1,315)
Foreign Exchange(4)	761	(71)	1,143	(344)
Balance, End of Period	$162,784	$155,437	$162,784	$155,437

(1)Inflows represents limited partner capital raised by our carry funds or separately managed accounts for which management fees based

on commitments were activated during the period, the fee-earning commitments invested in vehicles for which management fees are

based on invested capital, the fee-earning collateral balance of new CLO issuances, closed reinsurance transactions at Fortitude, and

gross subscriptions in our vehicles for which management fees are based on net asset value.

(2)Outflows represents the impact of realizations from vehicles with management fees based on remaining invested capital at cost or fair

value, changes in basis for funds where the investment period, weighted-average investment period or commitment fee period has

expired during the period, reductions for funds that are no longer calling for fees, gross redemptions in our open-ended funds, and

outflows from our liquid credit products. Realizations for funds earning management fees based on commitments during the period do

not affect Fee-earning AUM.

(3)Market Activity & Other represents realized and unrealized gains (losses) on portfolio investments in funds or vehicles based on the

lower of cost or fair value or net asset value, activity of funds with fees based on gross asset value, and changes in the fair value of

Fortitude’s general account assets covered by the strategic advisory services agreement.

(4)Foreign Exchange represents the impact of foreign exchange rate fluctuations on the translation of our non-U.S. dollar denominated

funds. Activity during the period is translated at the average rate for the period. Ending balances are translated at the spot rate as of the

period end.

Fee-earning AUM was $162.8 billion at June 30, 2025, an increase of 1% from $160.7 billion at March 31, 2025. The net

increase was due to:

•Inflows of $4.5 billion, which were driven by capital deployment across the platform, including the closing of our

two latest vintage U.S. CLOs; and

•Positive foreign exchange activity of $0.8 billion reflecting the translation of our EUR-denominated products to

USD.

Offsetting these increases were:

•Outflows of $3.4 billion, which included outflows from our liquid credit products and realizations across the

platform.

Fee-earning AUM was $162.8 billion at June 30, 2025, an increase of 6% from $154.2 billion at December 31, 2024. The

net increase was due to:

•Inflows of $12.3 billion, which were driven by over $4 billion of closed reinsurance transactions at Fortitude and

capital deployment across the platform, including the closing of our two latest vintage U.S. CLOs;

•Positive market activity of $1.7 billion, which primarily reflected an increase in the fair value of assets covered by

the Fortitude strategic advisory services agreement, as well as increases in our cross-platform credit and direct

lending products; and

•Positive foreign exchange activity of $1.1 billion reflecting the translation of our EUR-denominated products to

USD.

Offsetting these increases were:

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•Outflows of $6.5 billion, which were driven by outflows from our liquid credit products and realizations in our

aviation and opportunistic credit funds.

Fee-earning AUM was $162.8 billion at June 30, 2025, an increase of 5% from $155.4 billion at June 30, 2024. The net

increase was due to:

•Inflows of $20.0 billion, which reflected capital deployment across the platform, notably in our asset-backed

finance, direct lending, and opportunistic credit funds, over $4 billion of closed reinsurance transactions at Fortitude,

and the closing of our seven latest vintage CLOs.

Offsetting these increases were:

•Outflows of $13.3 billion, which included outflows from our liquid credit products and realizations across the

platform.

Total AUM

The table below provides the period to period rollforward of Total AUM.

	Three Months Ended<br><br>June 30, 2025	Six Months Ended<br><br>June 30, 2025
	(Dollars in millions)
Global Credit
Total AUM Rollforward
Balance, Beginning of Period	$199,168	$192,374
Inflows(1)	5,452	12,982
Outflows (including realizations)(2)	(3,881)	(6,734)
Market Activity & Other(3)	1,463	3,172
Foreign Exchange(4)	825	1,233
Balance, End of Period	$203,027	$203,027

(1)Inflows generally reflects the impact of gross fundraising and closed reinsurance transactions at Fortitude during the period. For funds

or vehicles denominated in foreign currencies, this reflects translation at the average quarterly rate, while the separately reported

Fundraising metric is translated at the spot rate for each individual closing.

(2)Outflows includes distributions net of recallable or recyclable amounts in our carry funds, related co-investment vehicles, and

separately managed accounts, gross redemptions in our open-ended funds, outflows from our liquid credit products, and the expiration

of available capital.

(3)Market Activity & Other generally represents realized and unrealized gains (losses) on portfolio investments in our carry funds, related

co-investment vehicles, and separately managed accounts, as well as the impact of fees, expenses and non-investment income, change

in gross asset value for our business development companies, changes in the fair value of Fortitude’s general account assets covered by

the strategic advisory services agreement, and other changes in AUM.

(4)Foreign Exchange represents the impact of foreign exchange rate fluctuations on the translation of our non-U.S. dollar denominated

funds. Activity during the period is translated at the average rate for the period. Ending balances are translated at the spot rate as of the

period end.

Total AUM was $203.0 billion at June 30, 2025, an increase of 2% compared to $199.2 billion at March 31, 2025. The

net increase was due to:

•Inflows of $5.5 billion, which were driven by capital raised in our U.S. structured credit and opportunistic credit

strategies; and

•Positive market activity of $1.5 billion, primarily from an increase in the fair value of our direct lending and cross-

platform credit products.

Offsetting these increases were:

•Outflows of $3.9 billion for the period, which primarily reflected outflows from our liquid credit products and

realizations across the platform.

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Total AUM was $203.0 billion at June 30, 2025, an increase of 6% compared to $192.4 billion at December 31, 2024.

The net increase was due to:

•Inflows of $13.0 billion, which were driven by capital raised in our U.S. structured credit, asset-backed finance,

aviation and opportunistic credit products, as well as over $4 billion of closed reinsurance transactions at Fortitude;

and

•Positive market activity of $3.2 billion, which primarily reflected an increase in the fair value of assets covered by

the Fortitude strategic advisory services agreement and an increase in the fair value of our direct lending and cross-

platform credit products.

Offsetting these increases were:

•Outflows of $6.7 billion for the period, which were primarily in our liquid credit products, with additional activity

reflecting realizations across the platform, notably in our aviation products.

Fund Performance Metrics

Fund performance information for certain of our Global Credit funds is included throughout this discussion and analysis

to facilitate an understanding of our results of operations for the periods presented. The fund return information reflected in this

discussion and analysis is not indicative of the performance of The Carlyle Group Inc. and is also not necessarily indicative of

the future performance of any particular fund. An investment in The Carlyle Group Inc. is not an investment in any of our

funds. There can be no assurance that any of our funds or our other existing and future funds will achieve similar returns.

The following table reflects the performance of our significant carry funds in our Global Credit business. Please see “—

Our Global Investment Offerings” for a legend of the fund acronyms listed below.

(Dollars in millions)				TOTAL INVESTMENTS
				As of June 30, 2025
Fund (Fee Initiation Date/Step-down Date)(11)	Committed<br><br>Capital(12)	Cumulative<br><br>Invested<br><br>Capital (1)	Percent<br><br>Invested	Realized<br><br>Value (2)	Remaining<br><br>Fair Value<br><br>(3)	MOIC (4)	Gross IRR<br><br>(5) (8)	Net IRR<br><br>(6) (8)	Net Accrued<br><br>Carry/(Giveback)<br><br>(7)
Global Credit Carry Funds
CCOF III - Levered (Feb 2023 / Oct 2028)	$4,678	$3,174	68%	$396	$3,163	1.1x	NM	NM	$9
CCOF II (Nov 2020 / Mar 2026)	$4,430	$5,784	131%	$3,323	$4,503	1.4x	14%	10%	$112
CCOF I (Nov 2017 / Sep 2022)	$2,373	$3,514	148%	$3,743	$1,279	1.4x	16%	11%	$28
CSP IV (Apr 2016 / Dec 2020)	$2,500	$2,500	100%	$1,661	$1,762	1.4x	9%	5%	$—
CICF II (Mar 2024 / Dec 2029)	$1,379	$263	19%	$31	$257	1.1x	NM	NM	$—
SASOF III (Nov 2014 / n/a)	$833	$991	119%	$1,253	$84	1.3x	19%	11%	$6
All Other Active Funds & Vehicles(9)		$12,453	n/a	$3,585	$11,304	1.2x	10%	8%	$79
Fully Realized Funds & Vehicles(10)(13)		$9,698	n/a	$12,155	$36	1.3x	9%	4%	$—
TOTAL GLOBAL CREDIT CARRY FUNDS		$38,376	n/a	$26,146	$22,388	1.3x	11%	7%	$234

(1)Represents the original cost of investments since the inception of the fund. For CSP III and CSP IV, reflects amounts

net of investment level recallable proceeds which is adjusted to reflect recyclability of invested capital for the purpose

of calculating the fund MOIC.

(2)Represents all realized proceeds since inception of the fund.

(3)Represents remaining fair value, before management fees, expenses and carried interest, and may include remaining

escrow values for realized investments.

(4)Multiple of invested capital (“MOIC”) represents total fair value, before management fees, expenses and carried

interest, divided by cumulative invested capital.

(5)Gross Internal Rate of Return (“Gross IRR”) represents an annualized time-weighted return on Limited Partner invested

capital, based on contributions, distributions and unrealized fair value as of the reporting date, before the impact of

management fees, partnership expenses and carried interest. For fund vintages 2017 and after, Gross IRR includes the

impact of interest expense related to the funding of investments on fund lines of credit. Gross IRR is calculated based

on the timing of Limited Partner cash flows, which may differ to varying degrees from the timing of actual investment

cash flows for the fund. Subtotal Gross IRR aggregations for multiple funds are calculated based on actual cash flow

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dates for each fund and represent a theoretical time-weighted return for a Limited Partner who invested sequentially in

each fund.

(6)Net Internal Rate of Return (“Net IRR”) represents an annualized time-weighted return on Limited Partner invested

capital, based on contributions, distributions and unrealized fair value as of the reporting date, after the impact of all

management fees, partnership expenses and carried interest, including current accruals. Net IRR is calculated based on

the timing of Limited Partner cash flows, which may differ to varying degrees from the timing of actual investment cash

flows for the fund. Fund level IRRs are based on aggregate Limited Partner cash flows, and this blended return may

differ from that of individual Limited Partners. As a result, certain funds may generate accrued performance revenues

with a blended Net IRR that is below the preferred return hurdle for that fund. Subtotal Net IRR aggregations for

multiple funds are calculated based on actual cash flow dates for each fund and represent a theoretical time-weighted

return for a Limited Partner who invested sequentially in each fund.

(7)Represents the net accrued performance revenue balance/(giveback obligation) as of the current quarter end.

(8)For funds marked “NM,” IRR may be positive or negative, but is not considered meaningful because of the limited time

since initial investment and early stage of capital deployment. For funds marked “Neg,” IRR is considered meaningful

but is negative as of reporting period end.

(9)Aggregate includes the following funds, as well as all active co-investments, separately managed accounts (SMAs), and

stand-alone investments arranged by us: SASOF IV, SASOF V, CAPF VII, CICF, CAF, CALF, CCOF III - Unlevered,

and CCOF III PSV.

(10)Aggregate includes the following funds, as well as related co-investments, separately managed accounts (SMAs), and

certain other stand-alone investments arranged by us: CSP I, CSP II, CSP III, CEMOF I, CEMOF II, CSC, CMP I,

CMP II, SASOF II, and CASCOF.

(11)The fund step-down date represents the contractual step-down date under the respective fund agreements for funds on

which the fee basis step-down has not yet occurred. Funds without a listed Fee Initiation Date and Step-down Date have

not yet initiated fees.

(12)All amounts shown represent total capital commitments as of June 30, 2025. Certain of our recent vintage funds are

currently in fundraising and total capital commitments are subject to change. Committed capital for CCOF II excludes

$150 million in capital committed by a CCOF II investor to a side vehicle. The CCOF III platform, which includes

CCOF III - Levered, CCOF III - Unlevered, and CCOF III PSV, collectively has $5.7 billion of committed capital.

(13)Funds are included when all investments have been realized. There may be remaining fair value and net accrued carry

where there are outstanding escrow balances or undistributed proceeds.

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Carlyle AlpInvest

The following table presents our results of operations for our Carlyle AlpInvest segment:

	Three Months Ended<br><br>June 30,		Change		Six Months Ended<br><br>June 30,		Change
	2025	2024	$	%	2025	2024	$	%
	(Dollars in millions)
Segment Revenues
Fund level fee revenues
Fund management fees	$117.2	$79.5	$37.7	47%	$220.1	$153.6	$66.5	43%
Portfolio advisory and<br><br>transaction fees, net and other	—	0.1	(0.1)	NM	—	0.1	(0.1)	NM
Fee related performance<br><br>revenues	10.1	1.9	8.2	NM	20.8	3.1	17.7	NM
Total fund level fee revenues	127.3	81.5	45.8	56%	240.9	156.8	84.1	54%
Realized performance revenues	10.0	19.9	(9.9)	(50)%	34.7	43.3	(8.6)	(20)%
Realized principal investment<br><br>income	9.1	0.6	8.5	NM	18.5	1.6	16.9	NM
Interest income	2.0	1.7	0.3	18%	4.2	3.5	0.7	20%
Total revenues	148.4	103.7	44.7	43%	298.3	205.2	93.1	45%
Segment Expenses
Compensation and benefits
Cash-based compensation and<br><br>benefits	37.2	27.4	9.8	36%	71.5	55.6	15.9	29%
Realized performance revenues<br><br>related compensation	8.1	15.1	(7.0)	(46)%	27.5	36.3	(8.8)	(24)%
Total compensation and<br><br>benefits	45.3	42.5	2.8	7%	99.0	91.9	7.1	8%
General, administrative, and other<br><br>indirect expenses	19.8	12.4	7.4	60%	31.7	23.9	7.8	33%
Depreciation and amortization<br><br>expense	2.0	1.6	0.4	25%	3.9	3.2	0.7	22%
Interest expense	3.1	2.9	0.2	7%	6.2	5.8	0.4	7%
Total expenses	70.2	59.4	10.8	18%	140.8	124.8	16.0	13%
(=) Distributable Earnings	$78.2	$44.3	$33.9	77%	$157.5	$80.4	$77.1	96%
(-) Realized Net Performance<br><br>Revenues	1.9	4.8	(2.9)	(60)%	7.2	7.0	0.2	3%
(-) Realized Principal Investment<br><br>Income	9.1	0.6	8.5	NM	18.5	1.6	16.9	NM
(+) Net Interest	1.1	1.2	(0.1)	(8)%	2.0	2.3	(0.3)	(13)%
(=) Fee Related Earnings	$68.3	$40.1	$28.2	70%	$133.8	$74.1	$59.7	81%

Distributable Earnings

Distributable Earnings increased $33.9 million for the three months ended June 30, 2025, as compared to the three

months ended June 30, 2024, and increased $77.1 million for the six months ended June 30, 2025, as compared to the six

months ended June 30, 2024. The following table provides the components of the changes in Distributable Earnings for the

three and six months ended June 30, 2025:

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	Three Months Ended<br><br>June 30,	Six Months Ended<br><br>June 30,
	2025 v. 2024
	(Dollars in millions)
Distributable Earnings, June 30, 2024	$44.3	$80.4
Increases (decreases):
Increase in fee related earnings	28.2	59.7
(Decrease) increase in realized net performance revenues	(2.9)	0.2
Increase in realized principal investment income	8.5	16.9
Decrease in net interest	0.1	0.3
Total increase	33.9	77.1
Distributable Earnings, June 30, 2025	$78.2	$157.5

Realized Principal Investment Income. Realized principal investment income increased $8.5 million for the three months

ended June 30, 2025, as compared to the three months ended June 30, 2024, and increased $16.9 million for the six months

ended June 30, 2025, as compared to the six months ended June 30, 2024, primarily driven by realized principal investment

income related to our investment in the CAPM funds.

Fee Related Earnings

Fee Related Earnings increased $28.2 million for the three months ended June 30, 2025, as compared to the three months

ended June 30, 2024, and increased $59.7 million for the six months ended June 30, 2025, as compared to the six months ended

June 30, 2024. The following table provides the components of the changes in Fee Related Earnings for the three and six

months ended June 30, 2025:

	Three Months Ended<br><br>June 30,	Six Months Ended<br><br>June 30,
	2025 v. 2024
	(Dollars in millions)
Fee Related Earnings, June 30, 2024	$40.1	$74.1
Increases (decreases):
Increase in fee revenues	45.8	84.1
Increase in cash-based compensation and benefits	(9.8)	(15.9)
Increase in general, administrative and other indirect expenses	(7.4)	(7.8)
All other changes	(0.4)	(0.7)
Total increase	28.2	59.7
Fee Related Earnings, June 30, 2025	$68.3	$133.8

Fee Revenues. Fee revenues increased $45.8 million for the three months ended June 30, 2025, as compared to the three

months ended June 30, 2024, and increased $84.1 million for the six months ended June 30, 2025, as compared to the six

months ended June 30, 2024, driven by an increase in Fund management fees of $37.7 million and $66.5 million and an

increase in Fee related performance revenues of $8.2 million and $17.7 million, respectively. The increase in Fund management

fees was primarily driven by the impact of ongoing fundraising in our most recent vintage secondaries & portfolio finance and

co-investment products, including catch-up management fees of $22.5 million and $33.5 million for the three and six months

ended June 30, 2025, respectively, an increase of $16.8 million and $27.0 million, respectively, relative to the comparable 2024

periods. Our CAPM retail strategy also contributed to the increase in Fund management fees, and drove the increase in Fee

related performance revenues due to its growing capital base and performance.

Cash-based compensation and benefits expense. Cash-based compensation and benefits expense increased $9.8 million

for the three months ended June 30, 2025, as compared to the three months ended June 30, 2024, and increased $15.9 million

for the six months ended June 30, 2025, as compared to the six months ended June 30, 2024, primarily due to an increase in

headcount and an increase in compensation associated with fee related performance revenues.

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Fee-earning AUM

Fee-earning AUM is presented below for each period together with the components of change during each respective

period.

	As of June 30,
	2025	2024
Carlyle AlpInvest	(Dollars in millions)
Components of Fee-earning AUM(1)
Fee-earning AUM based on capital commitments	$25,607	$19,263
Fee-earning AUM based on invested capital(2)	10,022	8,894
Fee-earning AUM based on net asset value	15,345	11,380
Fee-earning AUM based on lower of cost or fair market value	8,613	8,709
Total Fee-earning AUM	$59,587	$48,246
Annualized Management Fee Rate(3)	0.67%	0.62%

(1)For additional information concerning the components of Fee-earning AUM, see “—Key Financial Measures—Operating Metrics.”

(2)Includes amounts committed to or reserved for certain AlpInvest funds.

(3)Represents annualized fund management fees divided by the average of the beginning of year and each quarter end’s Fee-earning AUM

in the reporting period. Catch-up management fees were excluded in the calculation of the annualized fund management fees.

The table below provides the period to period rollforward of Fee-earning AUM.

	Three Months Ended<br><br>June 30,		Six Months Ended<br><br>June 30,
	2025	2024	2025	2024
Carlyle AlpInvest	(Dollars in millions)
Fee-earning AUM Rollforward
Balance, Beginning of Period	$54,401	$46,773	$52,139	$45,529
Inflows(1)	4,399	2,410	6,957	4,594
Outflows (including realizations)(2)	(851)	(1,084)	(1,867)	(1,819)
Market Activity & Other(3)	180	259	195	474
Foreign Exchange(4)	1,458	(112)	2,163	(532)
Balance, End of Period	$59,587	$48,246	$59,587	$48,246

(1)Inflows represents limited partner capital raised by our carry funds or separately managed accounts for which management fees based

on commitments were activated during the period and the fee-earning commitments invested in vehicles for which management fees are

based on invested capital. Inflows exclude fundraising amounts during the period for which fees have not yet been activated, which are

referenced as Pending Fee-earning AUM.

(2)Outflows represents the impact of realizations from vehicles with management fees based on remaining invested capital at cost or fair

value, changes in basis for funds where the investment period, weighted-average investment period or commitment fee period has

expired during the period, and reductions for funds that are no longer calling for fees. Distributions for funds earning management fees

based on commitments during the period do not affect Fee-earning AUM.

(3)Market Activity & Other represents realized and unrealized gains (losses) on portfolio investments in our carry funds based on the

lower of cost or fair value and net asset value.

(4)Foreign Exchange represents the impact of foreign exchange rate fluctuations on the translation of our non-U.S. dollar denominated

funds. Activity during the period is translated at the average rate for the period. Ending balances are translated at the spot rate as of the

period end.

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Fee-earning AUM was $59.6 billion at June 30, 2025, an increase of 10% from $54.4 billion at March 31, 2025. The net

increase was due to:

•Inflows of $4.4 billion, which were driven by fee-paying capital raised and investment activity across all strategies,

notably in our secondaries & portfolio finance funds; and

•Positive foreign exchange activity of $1.5 billion, primarily from the translation of our EUR-denominated funds to

USD.

Offsetting these increases were:

•Outflows of $0.9 billion, which were driven by realizations in funds, across all strategies, that charge fees on

invested capital.

Fee-earning AUM was $59.6 billion at June 30, 2025, an increase of 14% from $52.1 billion at December 31, 2024. The

net increase was due to:

•Inflows of $7.0 billion, which were driven by fee-paying capital raised and investment activity across all strategies,

notably in our secondaries & portfolio finance funds; and

•Positive foreign exchange activity of $2.2 billion, primarily from the translation of our EUR-denominated funds to

USD.

Offsetting these increases were:

•Outflows of $1.9 billion, which were driven by realizations in our primary and secondaries & portfolio finance funds

that charge fees on invested capital.

Fee-earning AUM was $59.6 billion at June 30, 2025, an increase of 24% compared to $48.2 billion at June 30, 2024.

The net increase was due to:

•Inflows of $12.2 billion, which were driven by fee-paying capital raised and investment activity in our secondaries

& portfolio finance and CAPM funds;

•Positive foreign exchange activity of $1.6 billion, primarily from the translation of our EUR-denominated funds to

USD; and

•Market appreciation of $1.4 billion, which was driven by certain funds in our secondaries & portfolio finance and

primary strategies, as well as our CAPM funds, in which fees are based on fair value.

Offsetting these increases were:

•Outflows of $3.9 billion, which reflected realizations and step-downs in fee bases, notably in our primary and

secondaries & portfolio finance funds.

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Total AUM

The table below provides the period to period rollforward of Total AUM.

	Three Months Ended<br><br>June 30, 2025	Six Months Ended<br><br>June 30, 2025
	(Dollars in millions)
Carlyle AlpInvest
Total AUM Rollforward
Balance, Beginning of Period	$89,230	$85,113
Inflows(1)	5,148	9,074
Outflows (including realizations)(2)	(1,670)	(3,631)
Market Activity & Other(3)	1,336	2,217
Foreign Exchange(4)	2,474	3,745
Balance, End of Period	$96,518	$96,518

(1)Inflows reflects the impact of gross fundraising during the period. For funds or vehicles denominated in foreign currencies, this reflects

translation at the average quarterly rate, while the separately reported Fundraising metric is translated at the spot rate for each individual

closing.

(2)Outflows includes distributions in our carry funds, related co-investment vehicles and separately managed accounts, as well as the

expiration of available capital.

(3)Market Activity & Other generally represents realized and unrealized gains (losses) on portfolio investments in our carry funds, related

co-investment vehicles and separately managed accounts, the net impact of fees, expenses and non-investment income, as well as other

changes in AUM.

(4)Foreign Exchange represents the impact of foreign exchange rate fluctuations on the translation of our non-U.S. dollar denominated

funds. Activity during the period is translated at the average rate for the period. Ending balances are translated at the spot rate as of the

period end.

Total AUM was $96.5 billion at June 30, 2025, an increase of 8% compared to $89.2 billion at March 31, 2025. The net

increase was due to:

•Inflows of $5.1 billion, which reflected fundraising across the segment, notably in our secondaries & portfolio

finance funds;

•Positive foreign exchange activity of $2.5 billion, primarily from the translation of our EUR-denominated funds to

USD; and

•Market appreciation of $1.3 billion, which was driven by our coinvestment and secondaries & portfolio finance

funds.

Offsetting these increases were:

•Outflows of $1.7 billion, predominantly from realizations in our primary and secondaries & portfolio finance funds.

Total AUM was $96.5 billion at June 30, 2025, an increase of 13% compared to $85.1 billion at December 31, 2024. The

net increase was due to:

•Inflows of $9.1 billion, which reflected fundraising across the platform, notably in our secondaries & portfolio

finance and co-investment strategies and the CAPM funds;

•Positive foreign exchange activity of $3.7 billion, primarily from the translation of our EUR-denominated funds to

USD; and

•Market appreciation of $2.2 billion, which was driven by our coinvestment and secondaries & portfolio finance

funds.

Offsetting these increases were:

•Outflows of $3.6 billion, predominantly from realizations in our primary and secondaries & portfolio finance funds.

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Fund Performance Metrics

The fund return information reflected in this discussion and analysis is not indicative of the performance of The Carlyle

Group Inc. and is also not necessarily indicative of the future performance of any particular fund. An investment in The Carlyle

Group Inc. is not an investment in any of our funds. There can be no assurance that any of our funds or our other existing and

future funds will achieve similar returns.

The following table reflects the performance of our significant funds in our Carlyle AlpInvest business. We also present

fund performance information for portfolios of investments held by separately managed accounts, generally aggregated either

as invested alongside the relevant commingled fund or over a specified time period.

(Amounts in millions)			TOTAL INVESTMENTS
			As of June 30, 2025
Carlyle AlpInvest (1)(8)	Vintage<br><br>Year	Fund Size	Cumulative<br><br>Invested<br><br>Capital<br><br>(2)(3)	Realized<br><br>Value (3)	Remaining<br><br>Fair Value<br><br>(3)	Total Fair<br><br>Value(3)(4)	MOIC<br><br>(5)	Gross<br><br>IRR<br><br>(6)(10)	Net<br><br>IRR<br><br>(7)(10)	Net Accrued<br><br>Carry/<br><br>(Giveback)<br><br>(12)
			(Reported in Local Currency, in Millions)
Secondaries & Portfolio Finance	2024	$11,433	$5,460	$78	$6,719	$6,798	1.2x	NM	NM	$45
	2020	$6,769	$4,888	$1,847	$5,761	$7,607	1.6x	18%	14%	$110
	2020	€2,027	€1,681	€514	€1,965	€2,479	1.5x	17%	14%	$36
	2017	$3,333	$2,800	$2,739	$1,896	$4,635	1.7x	15%	12%	$59
	2017	€2,817	€2,604	€2,337	€1,835	€4,172	1.6x	14%	12%	$49
	2012	$756	$673	$1,081	$118	$1,199	1.8x	18%	14%	$5
	2012	€3,916	€3,912	€6,785	€463	€7,248	1.9x	21%	19%	$10
	2010	€1,859	€1,928	€3,318	€43	€3,360	1.7x	19%	18%	$—
	2023	$2,227	$635	$186	$583	$769	1.2x	NM	NM	$6
	Various		$1,771	$726	$1,708	$2,434	1.4x	21%	18%	$27
	Various		€4,084	€6,719	€14	€6,733	1.6x	19%	18%	$—
Co-Investments	2023	$4,120	$1,488	$13	$1,670	$1,683	1.1x	NM	NM	$2
	2021	$3,614	$3,435	$197	$4,553	$4,750	1.4x	12%	9%	$43
	2021	$1,079	$984	$69	$1,290	$1,359	1.4x	13%	11%	$11
	2017	$1,688	$1,668	$1,161	$2,236	$3,396	2.0x	16%	13%	$62
	2017	€1,452	€1,364	€748	€1,840	€2,588	1.9x	15%	13%	$45
	2014	€1,274	€1,067	€2,264	€491	€2,755	2.6x	24%	22%	$9
	2012	€1,124	€1,012	€2,759	€129	€2,888	2.9x	28%	26%	$1
	2010	€1,475	€1,318	€3,392	€493	€3,885	2.9x	23%	21%	$—
	Various		$4,404	$1,810	$5,819	$7,629	1.7x	17%	16%	$81
	Various		€318	€239	€232	€471	1.5x	27%	25%	$2
	Various		€5,736	€9,845	€2	€9,847	1.7x	15%	13%	$—
Primary Investments	2024	€2,958	€83	€4	€81	€85	1.0x	NM	NM	$—
	2021	€4,535	€1,444	€76	€1,613	€1,689	1.2x	NM	NM	$—
	2018	$3,116	$2,526	$635	$3,039	$3,673	1.5x	14%	13%	$3
	2015	€2,501	€2,436	€2,636	€2,160	€4,796	2.0x	19%	19%	$9
	2012	€5,080	€5,678	€9,308	€3,122	€12,430	2.2x	18%	17%	$12
	2009	€4,877	€5,519	€10,250	€1,728	€11,977	2.2x	17%	17%	$1
	2005	€11,500	€12,820	€21,259	€1,208	€22,466	1.8x	10%	10%	$—
	2003	€4,628	€4,879	€7,761	€123	€7,884	1.6x	10%	9%	$—
	Various		€1,739	€1,730	€239	€1,968	1.1x	3%	2%	$—
	Various		€4,740	€7,721	€25	€7,745	1.6x	12%	11%	$—
TOTAL CARLYLE ALPINVEST ()(11)			$106,434	$127,767	$56,332	$184,100	1.7x	14%	13%	$627

All values are in US Dollars.

(1)Includes private equity and mezzanine primary fund investments, secondary fund investments and co-investments

originated by AlpInvest. Excluded from the performance information shown are: (a) investments that were not originated

by AlpInvest (i.e., AlpInvest did not make the original investment decision or recommendation); (b) Direct Investments,

which was spun off from AlpInvest in 2005; (c) Carlyle AlpInvest Private Markets (CAPM); and (d) LP co-investment

vehicles managed by AlpInvest. As of June 30, 2025, these excluded portfolios amounted to approximately $11.6 billion of

AUM in the aggregate.

(2)Represents the original cost of investments since inception of the fund.

(3)To exclude the impact of FX, all foreign currency cash flows have been converted to the currency representing a majority

of the capital committed to the relevant fund at the reporting period spot rate.

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(4)Represents all realized proceeds combined with remaining fair value, before management fees, expenses and carried

interest.

(5)Multiple of invested capital (“MOIC”) represents total fair value, before management fees, expenses and carried interest,

divided by cumulative invested capital.

(6)Gross Internal Rate of Return (“Gross IRR”) represents the annualized IRR for the period indicated on Limited Partner

invested capital based on investment contributions, distributions and unrealized value of the underlying investments, before

management fees, expenses and carried interest at the AlpInvest level.

(7)Net Internal Rate of Return (“Net IRR”) represents the annualized IRR for the period indicated on Limited Partner invested

capital based on investment contributions, distributions and unrealized value of the underlying investments, after

management fees, expenses and carried interest. Fund level IRRs are based on aggregate Limited Partner cash flows, and

this blended return may differ from that of individual Limited Partners. As a result, certain funds may generate accrued

performance revenues with a blended Net IRR that is below the preferred return hurdle for that fund.

(8)“ASF” stands for AlpInvest Secondaries Fund, “ACF” stands for AlpInvest Co-Investment Fund, and “SMAs” are

Separately Managed Accounts. “ASF - SMAs” and “ACF - SMAs” reflect the aggregated portfolios of investments held by

SMAs within the relevant strategy, which invest alongside the relevant ASF or ACF (as applicable). Strategic SMAs reflect

the aggregated portfolios of co-investments made by SMAs sourced from the SMA investor’s own private equity fund

investment portfolio. Other SMAs reflect the aggregated portfolios of investments within the relevant strategy that began

making investments in the corresponding time periods. Co-Investments SMAs 2014-2016 does not include two SMAs that

started in 2016 but invested a substantial majority alongside ACF VII. These two SMAs have instead been grouped with

ACF VII - SMAs. An SMA may pursue multiple investment strategies and make commitments over multiple years.

(9)Includes ASF VIII - SMAs, ACF IX - SMAs, AlpInvest Atom Fund, AlpInvest Atom Fund II, all mezzanine investment

portfolios, all ‘clean technology’ private equity investment portfolios, all strategic portfolio finance SMAs, all AlpInvest

senior portfolio lending SMAs, and any state-focused investment mandate portfolios.

(10)For funds marked “NM,” IRR may be positive or negative, but is not considered meaningful because of the limited time

since initial investment and early stage of capital deployment. For funds marked “Neg,” IRR is considered meaningful but

is negative as of reporting period end.

(11)For purposes of aggregation, funds that report in foreign currency have been converted to U.S. dollars at the reporting

period spot rate.

(12)Represents the net accrued performance revenue balance/(giveback obligation) as of the current quarter end. Total Net

Accrued Carry excludes net accrued carry which was retained as part of the sale of MRE on April 1, 2021. There was no

net accrued carry balance for MRE as of June 30, 2025.

Liquidity and Capital Resources

Historical Liquidity and Capital Resources

We have historically required limited capital resources to support the working capital and operating needs of our

business. Our management fees have largely covered our operating costs and all realized performance allocations, after

covering the related compensation, are available for distribution to stockholders. Approximately 95% – 97% of all capital

commitments to our funds are provided by our fund investors, with the remaining amount typically funded by Carlyle, our

senior Carlyle professionals, advisors, and other professionals. We may elect to invest additional amounts in funds focused on

new investment areas. We may also invest in or alongside our funds and may transfer those investments to newly developed

products.

Our Sources of Liquidity

We have multiple sources of liquidity to meet our capital needs, including cash on hand, annual cash flows, accumulated

earnings, cash we receive from our notes offerings, and funds from our senior revolving credit facility, which had $1.0 billion

of available capacity as of June 30, 2025. Although we may consider other financings to invest in growing our business, we

believe these sources will be sufficient to fund our capital needs for at least the next twelve months. We believe we will meet

longer-term expected future cash requirements and obligations through a combination of existing cash and cash equivalent

balances, cash flow from operations, accumulated earnings, and amounts available for borrowing from our senior revolving

credit facility or other financings.

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Cash and cash equivalents. Cash and cash equivalents were approximately $1.3 billion at June 30, 2025. However, a

portion of this cash is allocated for specific business purposes, including, but not limited to: (i) performance allocations and

incentive fee related cash that has been received but not yet distributed as performance allocations and incentive fee related

compensation and amounts owed to non-controlling interests, (ii) proceeds received from realized investments that are allocable

to non-controlling interests, and (iii) regulatory capital.

Corporate Treasury Investments. These investments represent investments in U.S. Treasury and government agency

obligations, commercial paper, certificates of deposit, other investment grade securities and other investments with original

maturities of greater than three months when purchased.

After deducting cash amounts allocated to the specific requirements mentioned above, the remaining cash, cash

equivalents, and corporate treasury investments (if any), was approximately $1.2 billion as of June 30, 2025. This remaining

amount will be used towards our primary liquidity needs, as outlined in the next section. This amount does not take into

consideration ordinary course of business payables and reserves for specific business purposes.

Senior Revolving Credit Facility. The capacity under the amended and restated revolving credit facility is $1.0 billion,

which was amended in May 2025 to extend the maturity date from April 29, 2027 to May 29, 2030. The Company’s borrowing

capacity is subject to the ability of the financial institutions in the banking syndicate to fulfill their respective obligations under

the revolving credit facility. Principal amounts outstanding under the amended and restated revolving credit facility accrue

interest, at the option of the borrowers, either (a) at an alternate base rate plus an applicable margin not to exceed 0.50% per

annum, or (b) at SOFR (or similar benchmark rate for non-U.S. dollar borrowings) plus a 0.10% adjustment and an applicable

margin not to exceed 1.50% per annum (5.42% at June 30, 2025). As of June 30, 2025, there were no amounts outstanding

under the senior revolving credit facility.

The senior revolving credit facility is unsecured. We are required to maintain management fee-earning assets (as defined

in the amended and restated senior revolving credit facility) of at least $156.9 billion and a total leverage ratio of less than 4.0 to

1.0, in each case, tested on a quarterly basis. Non-compliance with any of the financial or non-financial covenants without cure

or waiver would constitute an event of default under the senior revolving credit facility. An event of default resulting from a

breach of certain financial or non-financial covenants may result, at the option of the lenders, in an acceleration of the principal

and interest outstanding, and a termination of the senior revolving credit facility. The senior credit facility also contains other

customary events of default, including defaults based on events of bankruptcy and insolvency, nonpayment of principal, interest

or fees when due, breach of specified covenants, change in control, and material inaccuracy of representations and warranties.

Global Credit Revolving Credit Facility. Certain subsidiaries of the Company are parties to a revolving line of credit,

primarily intended to support certain lending activities within the Global Credit segment. As currently amended, the Global

Credit Revolving Credit Facility provides for a revolving line of credit with a capacity of $300 million, which matures in

September 2027, and a second revolving line of credit with a capacity of $200 million, which the Company intends to amend to

extend the maturity date from August 20, 2025.

The Company’s borrowing capacity is subject to the ability of the financial institutions in the banking syndicate to fulfill

their respective obligations under the Global Credit Revolving Credit Facility. Principal amounts outstanding accrue interest at

applicable SOFR or Eurocurrency rates plus an applicable margin of 2.00% or an alternate base rate plus an applicable margin

of 1.00%. As of June 30, 2025, there was no borrowing outstanding under the Global Credit Revolving Credit Facility.

CLO Borrowings. For certain of our CLOs, the Company finances a portion of its investment in the CLOs through the

proceeds received from term loans and other financing arrangements with financial institutions or other financing arrangements.

The Company’s CLO borrowings were $299.3 million at June 30, 2025. The CLO borrowings are secured by the Company’s

investments in the respective CLO, have a general unsecured interest in the Carlyle entity that manages the CLO and generally

do not have recourse to any other Carlyle entity. As of June 30, 2025, $280.6 million of these borrowings are secured by

investments attributable to The Carlyle Group Inc. See Note 6, Borrowings, to the condensed consolidated financial statements

included in this Quarterly Report on Form 10-Q for more information on our CLO borrowings.

Senior Notes. Certain indirect finance subsidiaries of the Company have issued senior notes, on which interest is payable

semi-annually, as discussed below. The senior notes are unsecured and unsubordinated obligations of the respective subsidiary

and are fully and unconditionally guaranteed, jointly and severally, by the Company and each of the Carlyle Holdings

partnerships. The indentures governing each of the senior notes contain customary covenants that, among other things, limit the

issuers’ and the guarantors’ ability, subject to certain exceptions, to incur indebtedness secured by liens on voting stock or

profit participating equity interests of their subsidiaries or merge, consolidate or sell, transfer or lease assets. The notes also

contain customary events of default. All or a portion of the notes may be redeemed at our option, in whole or in part, at any

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time and from time to time, prior to their stated maturity, at the make-whole redemption price set forth in the notes. If a change

of control repurchase event occurs, the notes are subject to repurchase at the repurchase price as set forth in the notes.

3.500% Senior Notes. In September 2019, Carlyle Finance Subsidiary L.L.C. issued $425.0 million of 3.500% senior

notes due September 19, 2029 at 99.841% of par.

5.625% Senior Notes. In March 2013, Carlyle Holdings II Finance L.L.C. issued $400.0 million of 5.625% senior notes

due March 30, 2043 at 99.583% of par. In March 2014, an additional $200.0 million of these notes were issued at 104.315% of

par and are treated as a single class with the already outstanding $400.0 million aggregate principal amount of these notes.

5.650% Senior Notes. In September 2018, Carlyle Finance L.L.C. issued $350.0 million of 5.650% senior notes due

September 15, 2048 at 99.914% of par.

Subordinated Notes. In May and June 2021, Carlyle Finance L.L.C. issued $500.0 million aggregate principal amount of

4.625% subordinated notes due May 15, 2061. The Subordinated Notes are unsecured and subordinated obligations of the issuer

and are fully and unconditionally guaranteed, jointly and severally, on a subordinated basis, by the Company, each of the

Carlyle Holdings partnerships, and CG Subsidiary Holdings L.L.C., an indirect subsidiary of the Company. The indentures

governing the Subordinated Notes contain customary covenants that, among other things, limit the issuers’ and the guarantors’

ability, subject to certain exceptions, to incur indebtedness ranking on a parity with the Subordinated Notes or indebtedness

ranking junior to the Subordinated Notes secured by liens on voting stock or profit participating equity interests of their

subsidiaries or merge, consolidate or sell, transfer or lease all or substantially all of their assets. The Subordinated Notes also

contain customary events of default. All or a portion of the notes may be redeemed at our option, in whole or in part, at any

time and from time to time on or after June 15, 2026, prior to their stated maturity, at a redemption price equal to their principal

amount plus any accrued and unpaid interest to, but excluding, the date of redemption. If interest due on the Subordinated Notes

is deemed to no longer be deductible in the U.S., a “Tax Redemption Event,” the Subordinated Notes may be redeemed, in

whole, but not in part, within 120 days of the occurrence of such event at a redemption price equal to their principal amount

plus accrued and unpaid interest to, but excluding, the date of redemption. In addition, the Subordinated Notes may be

redeemed, in whole, but not in part, at any time prior to May 15, 2026, within 90 days of the rating agencies determining that

the Subordinated Notes should no longer receive partial equity treatment pursuant to the rating agency’s criteria, a “rating

agency event,” at a redemption price equal to 102% of their principal amount plus any accrued and unpaid interest to, but

excluding, the date of redemption.

Obligations of CLOs. Loans payable of the Consolidated Funds primarily comprise amounts due to holders of debt

securities issued by the CLOs. We are not liable for any loans payable of the CLOs. Loans payable of the CLOs are

collateralized by the assets held by the CLOs and the assets of one CLO may not be used to satisfy the liabilities of another.

This collateral consists of cash and cash equivalents, corporate loans, corporate bonds and other securities.

Realized Performance Allocation Revenues. Another source of liquidity we may use to meet our capital needs is the

realized performance allocation revenues generated by our investment funds. Performance allocations are generally realized

when an underlying investment is profitably disposed of and the fund’s cumulative returns are in excess of the preferred return.

For certain funds, performance allocations are realized once all invested capital and expenses have been returned to the fund’s

investors and the fund’s cumulative returns are in excess of the preferred return. Incentive fees earned on our CLO vehicles

generally are paid upon the dissolution of such vehicles.

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Our accrued performance allocations by segment as of June 30, 2025, gross and net of accrued giveback obligations, are

set forth below:

	Accrued<br><br>Performance<br><br>Allocations(1)	Accrued<br><br>Giveback<br><br>Obligation	Net Accrued<br><br>Performance<br><br>Revenues
	(Dollars in millions)
Global Private Equity	$5,153.4	$(19.1)	$5,134.3
Global Credit	632.9	(25.5)	607.4
Carlyle AlpInvest	1,812.5	—	1,812.5
Total	$7,598.8	$(44.6)	$7,554.2
Plus: Accrued performance allocations from NGP Carry Funds(2)			326.4
Less: Accrued performance allocation-related compensation			(5,049.3)
Plus: Receivable for giveback obligations from current and former employees			11.5
Less: Deferred taxes on certain foreign accrued performance allocations			(20.9)
Less/Plus: Net accrued performance allocations/giveback obligations attributable to non-controlling interests in<br><br>consolidated entities			(0.4)
Plus: Net accrued performance allocations attributable to Consolidated Funds, eliminated in consolidation			11.8
Net accrued performance revenues before timing differences			2,833.3
Less/Plus: Timing differences between the period when accrued performance allocations/giveback obligations<br><br>are realized and the period they are collected/distributed			32.7
Net accrued performance revenues attributable to The Carlyle Group Inc.			$2,866.0

(1)Accrued incentive fees are excluded from net accrued performance revenues.

(2)Accrued performance allocations from NGP funds are presented as principal equity method investments in the condensed

consolidated balance sheets.

The net accrued performance revenues attributable to The Carlyle Group Inc., excluding realized amounts, related to our

carry funds and our other vehicles as of June 30, 2025, as well as the carry fund appreciation (depreciation), is set forth below

by segment (Dollars in millions):

	Carry Fund Appreciation/(Depreciation)(1)						Net Accrued<br><br>Performance<br><br>Revenues
	Quarter-to-Date		Year-to-Date		Last Twelve<br><br>Months
	Q2 2024	Q2 2025	Q2 2024	Q2 2025	Q2 2024	Q2 2025
Overall Carry Fund Appreciation/(Depreciation)	1%	2%	3%	3%	7%	8%
Global Private Equity:	2%	2%	3%	3%	5%	7%	$2,004.4
Corporate Private Equity	2%	1%	3%	3%	5%	8%	1,599.0
Real Estate	1%	1%	3%	2%	1%	5%	114.9
Infrastructure & Natural Resources	3%	4%	5%	7%	9%	10%	290.5
Global Credit Carry Funds	3%	3%	5%	8%	13%	15%	234.4
Carlyle AlpInvest Carry Funds	(1)%	2%	4%	2%	8%	7%	627.2
Net Accrued Performance Revenues							$2,866.0

(1)Appreciation/(Depreciation) represents unrealized gain/(loss) for the period on a total return basis before fees and expenses. The

percentage of return is calculated as: ending remaining investment fair market value plus net investment outflow (sales proceeds

minus net purchases) minus beginning remaining investment fair market value divided by beginning remaining investment fair

market value. Amounts are fund only, and do not include coinvestments.

Realized Principal Investment Income. Another source of liquidity we may use to meet our capital needs is the realized

principal investment income generated by our equity method investments and other principal investments. Principal investment

income is realized when we redeem all or a portion of our investment or when we receive or are due cash income, such as

dividends or distributions. Certain of the investments attributable to The Carlyle Group Inc. (excluding certain general partner

interests, certain strategic investments, and investments in certain CLOs) may be sold at our discretion as a source of liquidity.

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Investments as of June 30, 2025 consist of the following:

	Investments in<br><br>Carlyle Funds	Investments<br><br>in NGP(1)	Total
	(Dollars in millions)
Investments, excluding performance allocations	$3,011.9	$592.4	$3,604.3
Less: Amounts attributable to non-controlling interests in consolidated entities	(379.8)	—	(379.8)
Plus: Investments in Consolidated Funds, eliminated in consolidation	675.4	—	675.4
Less: Strategic equity method investments in NGP Management	—	(265.7)	(265.7)
Less: Investment in NGP general partners - accrued performance allocations	—	(326.7)	(326.7)
Total investments attributable to The Carlyle Group Inc.	$3,307.5	$—	$3,307.5

(1)Strategic equity method investment in NGP Management and investments in NGP general partners - accrued performance allocations.

See Note 4, Investments, to our condensed consolidated financial statements.

Our investments as of June 30, 2025 can be further attributed as follows (Dollars in millions):

Investments in Carlyle Funds, excluding CLOs:
Global Private Equity funds(1)	$1,233.2
Global Credit funds(2)	1,321.9
Carlyle AlpInvest funds	295.2
Total investments in Carlyle Funds, excluding CLOs	2,850.3
Investments in CLOs	382.8
Other investments	74.4
Total investments attributable to The Carlyle Group Inc.	3,307.5
CLO loans and other borrowings collateralized by investments attributable to The Carlyle Group Inc.(3)	(280.6)
Total investments attributable to The Carlyle Group Inc., net of CLO loans and other borrowings	$3,026.9

(1)Excludes our strategic equity method investment in NGP Management and investments in NGP general partners - accrued

performance allocations.

(2)Includes the Company’s indirect investment in Fortitude through Carlyle FRL, a Carlyle-affiliated investment fund, as discussed in

Note 4, Investments, to the condensed consolidated financial statements. This investment had a carrying value of $739.1 million as

of June 30, 2025.

(3)Of the $299.3 million in total CLO borrowings as of June 30, 2025 and as disclosed in Note 6, Borrowings, to the condensed

consolidated financial statements, $280.6 million are collateralized by investments attributable to The Carlyle Group Inc. The

remaining $18.7 million in total CLO borrowings are collateralized by investments attributable to non-controlling interests.

Our Liquidity Needs

We generally use our working capital and cash flows to invest in growth initiatives, service our debt, fund the working

capital needs of our business and investment funds and return capital to our common stockholders in the form of dividends or

stock repurchases.

In the future, we expect that our primary liquidity needs will be to:

•provide capital to facilitate the growth of our existing business lines;

•provide capital to facilitate our expansion into new, complementary business lines, including acquisitions;

•pay operating expenses, including compensation and compliance costs and other obligations as they arise;

•fund costs of litigation and contingencies, including related legal costs;

•fund the capital investments of Carlyle in our funds;

•fund capital expenditures;

•repay borrowings and related interest costs and expenses;

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•pay earn-outs and contingent cash consideration associated with our acquisitions and strategic investments;

•pay income taxes, including corporate income taxes;

•pay dividends to our common stockholders in accordance with our dividend policy;

•repurchase our common stock and pay any associated taxes; and

•settle tax withholding obligations in connection with net share settlements of equity-based awards.

Common Stockholder Dividends. Under our dividend policy for our common stock, our intention is to pay dividends to

holders of our common stock in an amount of $0.35 per common share on a quarterly basis ($1.40 annually). For U.S. federal

income tax purposes, any dividends we pay generally will be treated as qualified dividend income (generally taxable to U.S.

individual stockholders at capital gain rates) paid by a domestic corporation to the extent paid out of our current or accumulated

earnings and profits, as determined for U.S. federal income tax purposes, with any excess dividends treated as return of capital

to the extent of the stockholder’s basis. The declaration and payment of dividends to holders of our common stock will be at the

sole discretion of our Board of Directors and in compliance with applicable law, and our dividend policy may be changed at any

time.

With respect to dividend year 2025, the Board of Directors has declared a dividend to common stockholders totaling

$252.9 million, or $0.70 per share, consisting of the following:

Common Stock Dividends - Dividend Year 2025
Quarter	Dividend per<br><br>Common Share	Dividend to Common Stockholders	Payment Date
(Dollars in millions, except per share data)
Q1 2025	$0.35	126.3	May 27, 2025
Q2 2025	0.35	126.6	August 28, 2025
Total	$0.70	252.9

All values are in US Dollars.

With respect to dividend year 2024, the Board of Directors declared cumulative dividends to common stockholders

totaling $502.7 million, consisting of the following:

Common Stock Dividends - Dividend Year 2024
Quarter	Dividend per<br><br>Common Share	Dividend to Common Stockholders	Payment Date
(Dollars in millions, except per share data)
Q1 2024	$0.35	125.6	May 21, 2024
Q2 2024	0.35	125.5	August 26, 2024
Q3 2024	0.35	125.2	November 25, 2024
Q4 2024	0.35	126.4	February 28, 2025
Total	$1.40	502.7

All values are in US Dollars.

Dividends to common stockholders paid during the six months ended June 30, 2025 totaled $252.7 million, including the

amount paid in February 2025 of $0.35 per common share in respect of the fourth quarter of 2024. Dividends to common

stockholders paid during the six months ended June 30, 2024 totaled $252.3 million, including the amount paid in March 2024

of $0.35 per common share in respect of the fourth quarter of 2023.

Fund Commitments. Generally, 3% – 5% of all capital commitments to our investment funds are made by Carlyle, our

senior Carlyle professionals, advisors, and other professionals. Carlyle will generally commit up to 1% of capital commitments

related to our carry funds, although we may elect to invest additional amounts in funds focused on new investment areas. We

may, from time to time, exercise our right to purchase additional interests in our investment funds that become available in the

ordinary course of their operations. We expect our senior Carlyle professionals and employees to continue to make significant

capital contributions to our funds based on their existing commitments, and to make capital commitments to future funds

consistent with the level of their historical commitments. We also intend to make investments in our open-end funds and our

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CLO vehicles. Our investments in our European CLO vehicles will comply with the risk retention rules as discussed in “Risk

Retention Rules” later in this section.

A substantial majority of the remaining commitments to our investment funds are expected to be funded by senior Carlyle

professionals, operating executives, and other professionals through our internal co-investment program. Of the $4.0 billion of

unfunded commitments as of June 30, 2025, approximately $3.4 billion is subscribed individually by senior Carlyle

professionals, operating executives, and other professionals, with the balance funded directly by the Company. Approximately

78% of the $4.0 billion of unfunded commitments relate to investment funds in our Global Private Equity segment.

Under the Carlyle Global Capital Markets platform, certain of our subsidiaries may act as an underwriter, syndicator or

placement agent for security offerings and loan originations. We earn fees in connection with these activities and bear the risk

of the sale of such securities and placement of such loans, which may be longer dated. As of June 30, 2025, there were no

material commitments related to the origination and syndication of loans and securities under the Carlyle Global Capital

Markets platform.

Repurchase Program. During the six months ended June 30, 2025, we paid an aggregate of $125.0 million to repurchase

and retire approximately 2.7 million shares of common stock. In addition, during the six months ended June 30, 2025, we paid

an aggregate of $155.1 million and retired 2.9 million shares of common stock to settle tax withholding obligations in

connection with net share settlements of equity-based awards, for a total of $280.1 million shares repurchased or withheld this

year. As of June 30, 2025, $0.6 billion of repurchase capacity remained under the share repurchase program, which reflects the

cost of common shares repurchased as well as shares settled for tax withholding payments made by the Company related to the

net share settlement of equity-based awards. For further information on our repurchase program, see Note 13, Equity, to the

condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.

Cash Flows

The significant captions and amounts from our condensed consolidated statements of cash flows, which include the

effects of our Consolidated Funds and CLOs in accordance with U.S. GAAP, are summarized below.

	Six Months Ended June 30,
	2025	2024
	(Dollars in millions)
Statements of Cash Flows Data
Net cash used in operating activities	$(520.9)	$(1,198.6)
Net cash used in investing activities	(34.2)	(36.9)
Net cash provided by financing activities	526.8	717.2
Effect of foreign exchange rate changes	38.7	(6.7)
Net change in cash, cash equivalents and restricted cash	$10.4	$(525.0)

Net cash used in operating activities. Net cash used in operating activities includes the investment activity of our

Consolidated Funds. Excluding this activity, net cash used in operating activities was primarily driven by our earnings in the

respective periods after adjusting for significant non-cash activity, including non-cash performance allocations and incentive

fees, the related non-cash performance allocations and incentive fee related compensation, non-cash equity-based

compensation, and depreciation, amortization and impairments, all of which are included in earnings. Operating cash inflows

primarily include the receipt of management fees, realized performance allocations and incentive fees, while operating cash

outflows primarily include payments for operating expenses, including compensation and general, administrative and other

expenses.

Cash flows provided by operating activities during the six months ended June 30, 2025 and 2024, excluding the activities

of our Consolidated Funds, were $530.2 million and $124.2 million, respectively. During the six months ended June 30, 2025

and 2024, cash inflows impacting net cash provided by operating activities primarily included the receipt of management fees

and realized performance allocations and incentive fees, totaling approximately $1.7 billion and $1.7 billion, respectively.

These inflows were offset by payments for compensation and general, administrative and other expenses of approximately $1.6

billion and $1.5 billion for the six months ended June 30, 2025 and 2024, respectively, which includes payment of 2024 and

2023 year-end bonuses paid in January 2025 and 2024, respectively.

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Cash used to purchase investments, as well as the proceeds from the sale of such investments, are also reflected in our

operating activities as investments are a normal part of our operating activities. During the six months ended June 30, 2025,

investment proceeds were $469.6 million as compared to investment purchases of $144.3 million. During the six months ended

June 30, 2024, investment proceeds were $185.1 million as compared to investment purchases of $180.1 million, which

included a $115.1 million deferred consideration payment related to our investment in Fortitude.

The net cash provided by operating activities for the six months ended June 30, 2025 and 2024 also reflects the

investment activity of our Consolidated Funds. For the six months ended June 30, 2025, purchases of investments by the

Consolidated Funds were $4.0 billion, while proceeds from the sales and settlements of investments by the Consolidated Funds

were $2.3 billion. For the six months ended June 30, 2024, purchases of investments by the Consolidated Funds were $3.9

billion, while proceeds from the sales and settlements of investments by the Consolidated Funds were $2.7 billion.

Net cash used in investing activities. Our investing activities generally reflect cash used for fixed assets, software for

internal use, and corporate treasury investments. For the six months ended June 30, 2025 and 2024, cash used in investing

activities principally reflects purchases of fixed assets of $34.2 million and $31.9 million, respectively.

Net cash provided by financing activities. Excluding the activities of our Consolidated Funds, net cash used in financing

activities during the six months ended June 30, 2025 and 2024 was $515.5 million and $607.3 million, respectively. During the

six months ended June 30, 2025, we made no borrowings or repayments under the revolving credit facilities. During the six

months ended June 30, 2024, we borrowed and subsequently repaid an aggregate of $10.4 million under the Global Credit

Revolving Credit Facility.

Dividends paid to our common stockholders were $252.7 million and $252.3 million for the six months ended June 30,

2025 and 2024, respectively. For the six months ended June 30, 2025 and 2024, we paid $280.1 million and $328.3 million,

respectively, to repurchase and retire 5.6 million and 7.5 million shares, respectively, which included shares retired in

connection with the net share settlement of equity-based awards. During the six months ended June 30, 2024, we paid $68.8

million in January 2024, representing the final annual installment of the deferred consideration payable to former Carlyle

Holdings unitholders in connection with the Conversion. For more information, see Note 9 to the consolidated financial

statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

The net borrowings (payments) on loans payable by our Consolidated Funds during the six months ended June 30, 2025

and 2024 were $1,055.1 million and $1,328.5 million, respectively. Contributions from non-controlling interest holders were

$231.3 million and $120.4 million for the six months ended June 30, 2025 and 2024, respectively, which relate primarily to

contributions from the non-controlling interest holders in Consolidated Funds. For the six months ended June 30, 2025 and

2024, distributions to non-controlling interest holders were $198.4 million and $45.6 million, respectively, which relate

primarily to distributions to the non-controlling interest holders in Consolidated Funds.

Our Balance Sheet

Total assets were $25.1 billion at June 30, 2025, an increase of $2.0 billion compared to December 31, 2024, primarily

attributable to an increase in Investments in Consolidated Funds of $2.1 billion and an increase in Investments, including

Performance allocations of $0.3 billion, partially offset by a decrease in Cash and cash equivalents held at Consolidated Funds

of $0.4 billion. The increase in Investments, including Performance allocations was primarily attributable to an increase in

Accrued performance allocations, primarily driven by appreciation in CP VII, CP VIII, and our Carlyle AlpInvest funds,

partially offset by the impact of realizations.

Total liabilities were $18.4 billion at June 30, 2025, an increase of $1.6 billion from December 31, 2024. The increase in

liabilities was primarily attributable to an increase in Loans payable of Consolidated Funds of $1.2 billion, an increase in

Accrued compensation and benefits of $0.2 billion, and an increase in Other liabilities of Consolidated Funds of $0.2 billion.

The increase in Accrued compensation and benefits was primarily attributable to an increase in Accrued performance

allocations, on which Accrued performance allocations and incentive fee related compensation is based, partially offset by

payments of year-end bonuses.

The assets and liabilities of the Consolidated Funds are generally held within separate legal entities and, as a result, the

assets of the Consolidated Funds are not available to meet our liquidity requirements and similarly the liabilities of the

Consolidated Funds are non-recourse to us. In addition, as previously discussed, the CLO term loans generally are secured by

the Company’s investment in the CLO, have a general unsecured interest in the Carlyle entity that manages the CLO, and do

not have recourse to any other Carlyle entity. The number of funds that we consolidate fluctuates period to period. In general,

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the number of funds we are required to consolidate has been increasing as a result of the impacts of capital from our balance

sheet invested in new products and our indirect interest in funds through our indirect investment in Fortitude.

Our balance sheet without the effect of the Consolidated Funds can be seen in Note 17, Supplemental Financial

Information, to the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q. At June 30,

2025, our total assets without the effect of the Consolidated Funds were $15.5 billion, including cash and cash equivalents of

$1.3 billion and net accrued performance revenues of $2.9 billion.

Unconsolidated Entities

Certain of our funds have entered into lines of credit secured by their investors’ unpaid capital commitments or by a

pledge of the equity of the underlying investment. These lines of credit are used primarily to reduce the overall number of

capital calls to investors or for working capital needs. In certain instances, however, they may be used for other investment

related activities, including serving as bridge financing for investments. The degree of leverage employed varies among our

funds.

Off-balance Sheet Arrangements

In the normal course of business, we enter into various off-balance sheet arrangements including sponsoring and owning

limited or general partner interests in consolidated and non-consolidated funds, entering into derivative transactions, and

entering into guarantee arrangements. We also have ongoing capital commitment arrangements with certain of our consolidated

and non-consolidated funds. We do not have any other off-balance sheet arrangements that would require us to fund losses or

guarantee target returns to investors in any of our other investment funds.

For further information regarding our off-balance sheet arrangements, see Note 2, Summary of Significant Accounting

Policies, and Note 8, Commitments and Contingencies, to the condensed consolidated financial statements included in this

Quarterly Report on Form 10-Q.

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Contractual Obligations

The following table sets forth information relating to our contractual obligations as of June 30, 2025 on a consolidated

basis and on a basis excluding the obligations of the Consolidated Funds:

	Jul. 1, 2025 to<br><br>Dec. 31, 2025	2026-2027	2028-2029	Thereafter	Total
	(Dollars in millions)
Debt obligations(1)	$10.9	$124.6	$494.7	$1,546.5	$2,176.7
Interest payable(2)	53.4	204.3	192.3	1,547.9	1,997.9
Other consideration(3)	4.1	36.0	18.0	—	58.1
Operating lease obligations(4)	37.4	150.1	147.1	255.8	590.4
Capital commitments to Carlyle funds(5)	4,064.0	—	—	—	4,064.0
Tax receivable agreement payments(6)	—	11.3	12.3	48.0	71.6
Loans payable of Consolidated Funds(7)	195.0	773.6	774.7	10,209.6	11,952.9
Unfunded commitments of the CLOs(8)	46.1	—	—	—	46.1
Consolidated contractual obligations	4,410.9	1,299.9	1,639.1	13,607.8	20,957.7
Loans payable of Consolidated Funds(7)	(195.0)	(773.6)	(774.7)	(10,209.6)	(11,952.9)
Capital commitments to Carlyle funds(5)	(3,389.2)	—	—	—	(3,389.2)
Unfunded commitments of the CLOs(8)	(46.1)	—	—	—	(46.1)
Carlyle Operating Entities contractual obligations	$780.6	$526.3	$864.4	$3,398.2	$5,569.5

(1)The table above assumes that no prepayments are made on the senior and subordinated notes and that the outstanding balances, if any, on the senior

credit facility and Global Credit Revolving Credit Facility are repaid on the maturity dates of credit facilities. The CLO term loans are included in the

table above based on the earlier of the stated maturity date or the date the CLO is expected to be dissolved. See Note 6, Borrowings, to the condensed

consolidated financial statements for the various maturity dates of our borrowings.

(2)The interest rates on the debt obligations as of June 30, 2025 consist of: 3.500% on $425.0 million of senior notes, 5.650% on $350.0 million of senior

notes, 5.625% on $600.0 million of senior notes, 4.625% on $500.0 million of subordinated notes, and a range of approximately 3.59% to 10.08% for

our CLO term loans. Interest payments assume that no prepayments are made and loans are held until maturity with the exception of the CLO term

loans, which are based on the earlier of the stated maturity date or the date the CLO is expected to be dissolved.

(3)These obligations represent our estimate of amounts to be paid on the contingent cash obligations associated with our acquisition of Abingworth. The

payment obligations are unsecured obligations of the Company or a subsidiary thereof, subordinated in right of payment to indebtedness of the

Company and its subsidiaries, and do not bear interest.

(4)We lease office space in various countries around the world, including our largest offices in Washington, D.C., New York City, London, Amsterdam,

and Hong Kong, which have non-cancelable lease agreements expiring in various years through 2036. The amounts in this table represent the minimum

lease payments required over the term of the lease.

(5)These obligations generally represent commitments by us to fund a portion of the purchase price paid for each investment made by our funds. These

amounts are generally due on demand and are therefore presented in the less than one year category. A substantial majority of these investments is

expected to be funded by senior Carlyle professionals and other professionals through our internal co-investment program. Of the $4.0 billion of

unfunded commitments to the funds, approximately $3.4 billion is subscribed individually by senior Carlyle professionals, advisors and other

professionals, with the balance funded directly by the Company. Additionally, these obligations include accrued giveback that has been realized but not

yet paid to the respective funds, a portion of which is payable by current and former senior Carlyle professionals.

(6)In connection with our initial public offering, we entered into a tax receivable agreement with the limited partners of the Carlyle Holdings partnerships

whereby we agreed to pay such limited partners 85% of the amount of cash tax savings, if any, in U.S. federal, state and local income tax realized as a

result of increases in tax basis resulting from exchanges of Carlyle Holdings partnership units for common units of The Carlyle Group L.P. From and

after the consummation of the Conversion, former holders of Carlyle Holdings partnership units do not have any rights to payments under the tax

receivable agreement except for payment obligations pre-existing at the time of the Conversion with respect to exchanges that occurred prior to the

Conversion. These obligations are more than offset by the future cash tax savings that we are expected to realize.

(7)These obligations represent amounts due to holders of debt securities issued by the consolidated CLO vehicles. These obligations include interest to be

paid on debt securities issued by the consolidated CLO vehicles. Interest payments assume that no prepayments are made and loans are held until

maturity. For debt securities with rights only to the residual value of the CLO and no stated interest, no interest payments were included in this

calculation. Interest payments on variable-rate debt securities are based on interest rates in effect as of June 30, 2025, at spreads to market rates

pursuant to the debt agreements, and range from 1.65% to 11.83%.

(8)These obligations represent commitments of the CLOs to fund certain investments. These amounts are generally due on demand and are therefore

presented in the less than one year category.

Excluded from the table above are liabilities for uncertain tax positions of $36.4 million at June 30, 2025 as we are unable

to estimate when such amounts may be paid.

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Contingent Cash Payments For Business Acquisitions and Strategic Investments

We have certain contingent cash obligations associated with our acquisition of Abingworth, which are accounted for as

compensation expense, and are accrued over the service period. If earned, payments are made in the quarter following the

performance year to which the payments relate. The contingent cash obligations relate to future incentive payments of up to

$130.0 million that are payable upon the achievement of certain performance targets during 2025 through 2028, which is the

maximum amount that could be paid as of June 30, 2025. Through June 30, 2025, we paid $2.7 million related to these

contingent obligations.

In connection with our acquisition of Carlyle Aviation Partners, we had contingent cash payments related to an earn-out

of up to $150.0 million that were payable upon the achievement of certain revenue and earnings performance targets during

2020 through 2025. We previously entered into a termination and settlement agreement with respect to the earn-out and made a

final payment of $1.0 million during the first quarter of 2025 for total earn-out payments of $124.7 million.

Risk Retention Rules

We will continue to comply with the risk retention rules governing CLOs issued in Europe for which we are a sponsor,

which require a combination of capital from our balance sheet, commitments from senior Carlyle professionals and/or third-

party financing.

Guarantees

See Note 8, Commitments and Contingencies, to the condensed consolidated financial statements included in this

Quarterly Report on Form 10-Q for information related to all of our material guarantees.

Indemnifications

In many of our service contracts, we agree to indemnify the third-party service provider under certain circumstances. The

terms of the indemnities vary from contract to contract, and the amount of indemnification liability, if any, cannot be

determined and has not been included in the table above or recorded in our condensed consolidated financial statements as of

June 30, 2025. See Note 8, Commitments and Contingencies, to the condensed consolidated financial statements included in

this Quarterly Report on Form 10-Q for information related to indemnifications.

Contingent Obligations (Giveback)

Carried interest is ultimately realized when: (1) an underlying investment is profitably disposed of, (2) certain costs borne

by the limited partner investors have been reimbursed, (3) the fund’s cumulative returns are in excess of the preferred return,

and (4) we have decided to collect carry rather than return additional capital to limited partner investors. Realized carried

interest may be required to be returned by us in future periods if the fund’s investment values decline below certain levels.

When the fair value of a fund’s investments remains constant or falls below certain return hurdles, previously recognized

performance allocations are reversed. See Note 8, Commitments and Contingencies, to the condensed consolidated financial

statements included in this Quarterly Report on Form 10-Q for additional information related to our contingent obligations

(giveback).

Other Contingencies

In the ordinary course of business, we are a party to litigation, investigations, inquiries, employment-related matters,

disputes and other potential claims. We discuss certain of these matters in Note 8, Commitments and Contingencies, to the

condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.

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Carlyle Common Stock

A rollforward of our common stock outstanding for the six months ended June 30, 2025 is as follows:

	Six Months Ended June 30,
	2025
Balance, beginning of period	357,183,632
Shares issued	4,446,030
Shares repurchased/retired	(2,667,747)
Balance, end of period	358,961,915

Shares of The Carlyle Group Inc. common stock issued during the six months ended June 30, 2025 relate to the vesting of

the Company’s restricted stock units. Shares of The Carlyle Group Inc. common stock repurchased during the six months ended

June 30, 2025 relate to shares repurchased and subsequently retired as part of our share repurchase programs. Shares of The

Carlyle Group Inc. common stock issued and repurchased/retired during the six months ended June 30, 2025 include shares

retired as part of the net share settlement of equity-based awards.

The total shares as of June 30, 2025 as shown above exclude approximately 2.7 million net common shares, representing

the vesting of restricted stock units and shares issued and delivered in connection with our equity method investment in NGP

subsequent to June 30, 2025 that will participate in the common shareholder dividend that will be paid on August 28, 2025.

Critical Accounting Policies and Estimates

The preparation of our condensed consolidated financial statements in conformity with U.S. GAAP requires our

management to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses,

and related disclosures of contingent assets and liabilities. These estimates and judgments are based on historical information,

information currently available to us and on various other assumptions management believes to be reasonable under the

circumstances. Actual results could vary from those estimates and we may change our estimates and assumptions in future

evaluations. Changes in these estimates and assumptions may have a material effect on our results of operations and financial

condition.

Other than the Restructuring as discussed in Note 4, Investments, which resulted in the impairment of our investment in

NGP, there have been no material changes in the critical accounting estimates since those discussed in our Annual Report on

Form 10-K for the year ended December 31, 2024.

Item 3.Quantitative and Qualitative Disclosures About Market Risk

Our primary exposure to market risk is related to our role as general partner or investment advisor to our investment

funds and the sensitivities to movements in the fair value of their investments, including the effect on management fees,

incentive fees and investment income, including performance allocations. Although our investment funds share many common

themes, each of our asset management asset classes runs its own investment and risk management processes, subject to our

overall risk tolerance and philosophy. The investment process of our investment funds involves a comprehensive due diligence

approach, including review of reputation of shareholders and management, company size and sensitivity of cash flow

generation, business sector and competitive risks, portfolio fit, exit risks and other key factors highlighted by the deal team. Key

investment decisions are generally subject to approval by both the fund-level managing directors, as well as the investment

committee, which generally comprises one or more of the three founding partners as well as senior investment professionals.

Once an investment in a portfolio company has been made, our fund teams closely monitor the performance of the portfolio

company, generally through frequent contact with management and the receipt of financial and management reports.

There was no material change in our market risks during the six months ended June 30, 2025. For additional information,

refer to our Annual Report on Form 10-K for the year ended December 31, 2024.

Item 4.Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the

Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to ensure that information required to be

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disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods

specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management,

including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding

required disclosures. In designing disclosure controls and procedures, our management necessarily was required to apply its

judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any

disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and

there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Any

controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of

achieving the desired control objectives.

Our management, with the participation of our principal executive officer and principal financial officer, has evaluated

the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by

this report. Based upon that evaluation and subject to the foregoing, our principal executive officer and principal financial

officer concluded that, as of the end of the period covered by this report, the design and operation of our disclosure controls and

procedures were effective to accomplish their objectives at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f)

under the Exchange Act) during the fiscal quarter ended June 30, 2025 that have materially affected, or that are reasonably

likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

The information required with respect to this item can be found under “Legal Matters” in Note 8, Commitments and

Contingencies, of the notes to the Company’s condensed consolidated financial statements contained in this Quarterly Report

on Form 10-Q, and such information is incorporated by reference into this Item 1.

Item 1A. Risk Factors

For a discussion of our potential risks and uncertainties, see the information under Item 1A. “Risk Factors” in our Annual

Report on Form 10-K for the year ended December 31, 2024.

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

The following table sets forth repurchases of our common stock during the three months ended June 30, 2025 for the

periods indicated. During the three months ended June 30, 2025, 2.2 million shares were repurchased. In addition, 0.1 million

shares were retired in connection with the net share settlement of equity-based awards, which are not included in the table

below.

Period	(a) Total number of<br><br>shares<br><br>purchased	(b) Average<br><br>price paid per<br><br>share	(c) Total number of<br><br>shares purchased as<br><br>part of publicly<br><br>announced plans or<br><br>programs	(d) Maximum number (or<br><br>approximate dollar value)<br><br>of shares that may yet be<br><br>purchased under the plans<br><br>or programs (3)
	(Dollars in millions, except share and per share data)
April 1, 2025 to April 30, 2025 (1)	—	$—	—	$979.3
May 1, 2025 to May 31, 2025 (1)(2)	835,494	$45.84	835,494	$941.0
June 1, 2025 to June 30, 2025 (1)(2)	1,338,472	$46.13	1,338,472	$879.3
Total	2,173,966		2,173,966

(1)The Board of Directors reset the total repurchase authorization of our previously approved share repurchase program to $1.4 billion

in shares of our common stock, effective as of February 6, 2024. Under the share repurchase program, shares of our common stock

may be repurchased from time to time in open market transactions, in privately negotiated transactions, or otherwise, including

through Rule 10b5-1 plans. The timing and actual number of shares of common stock repurchased will depend on a variety of

factors, including legal requirements and price, economic, and market conditions. In addition to the repurchase of common stock,

the repurchase program is used for the payment of tax withholding amounts upon net share settlement of equity-based awards

granted pursuant to our Equity Incentive Plan or otherwise based on the value of shares withheld that would have otherwise been

issued to the award holder. The repurchase program may be suspended or discontinued at any time and does not have a specified

expiration date.

(2)Reflects shares purchased in open market and brokered transactions, which were subsequently retired.

(3)The remaining repurchase authorization was $572.0 million as of June 30, 2025 when factoring in the net share settlement of

equity-based awards.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

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Item 6. Exhibits

The following is a list of all exhibits filed or furnished as part of this report:

Exhibit No.	Description
3.1	Amended and Restated Certificate of Incorporation of The Carlyle Group Inc. (incorporated by reference to<br><br>Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on June 2, 2023).
3.2	Bylaws of The Carlyle Group Inc. (incorporated by reference to Exhibit 3.3 to the Registrant ’s Current Report on<br><br>Form 8-K filed with the SEC on January 2, 2020).
10.1*†	Third Amended and Restated Credit Agreement, dated as of May 29, 2025, among TC Group Cayman, L.P.,<br><br>Carlyle Investment Management L.L.C., and CG Subsidiary Holdings L.L.C., as Borrowers, TC Group, L.L.C.,<br><br>Carlyle Holdings I L.P., Carlyle Holdings II L.L.C., Carlyle Holdings III L.P. and Carlyle Finance Subsidiary<br><br>L.L.C. as Parent Guarantors, the Lenders Party Hereto, and Citibank, N.A. as Administrative Agent, and Citibank,<br><br>N.A., JPMorgan Chase Bank, N.A., BofA Securities, Inc. and Wells Fargo Securities, LLC as Joint Lead Arrangers<br><br>and Bookrunners, and JPMorgan Chase Bank, N.A., Bank of America, N.A. and Wells Fargo Bank, National<br><br>Association, as Syndication Agents.
10.2*+	Form of Global Restricted Stock Unit Agreement for Time-Based Awards to Non-Employee Directors.
10.3*+	Form of Global Restricted Stock Unit Agreement for Vested Awards to Non-Employee Directors.
10.4*	Aircraft Lease Agreement, dated as of April 21, 2025, by and between Falstaff Partners LLC and Carlyle<br><br>Investment Management L.L.C.
10.5*	Flight Support Services Agreement, dated as of April 18, 2025, by and between Jet Aviation Flights Services, Inc.<br><br>and Carlyle Investment Management L.L.C.
22*	Senior and Subordinated Notes, Issuers, and Guarantors.
31.1*	Certification of the principal executive officer pursuant to Rule 13a – 14(a).
31.2*	Certification of the principal financial officer pursuant to Rule 13a – 14(a).
32.1**	Certification of the principal executive officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to<br><br>Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**	Certification of the principal financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to<br><br>Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	Inline XBRL Instance Document - the Instance Document does not appear in the Interactive Data File because its<br><br>XBRL tags are embedded within the Inline XBRL document.
101.SCH	Inline XBRL Taxonomy Extension Schema Document.
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB	Inline XBRL Taxonomy Extension Labels Linkbase Document.
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104	The cover page from The Carlyle Group Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30,<br><br>2025, formatted in Inline XBRL (included within the Exhibit 101 attachments).	*	Filed herewith.
---	---
**	Furnished herewith.
†	Certain information contained in this agreement has been omitted because it is not material and is the type that the registrant treats as<br><br>private or confidential.
+	Management contract or compensatory plan or arrangement in which directors and/or executive officers are eligible to participate.

The agreements and other documents filed as exhibits to this report are not intended to provide factual information or

other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely

on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents

were made solely within the specific context of the relevant agreement or document and may not describe the actual state of

affairs as of the date they were made or at any other time.

133

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be

signed on its behalf by the undersigned thereunto duly authorized.

	The Carlyle Group Inc.
Date: August 8, 2025	By:	/s/ John C. Redett
	Name:	John C. Redett
	Title:	Chief Financial Officer
		(Principal Financial Officer and<br><br>Authorized Officer)

CG 2025.06.30 EXHIBIT 10.1

Exhibit 10.1<br><br>Execution Version<br><br>CERTAIN INFORMATION, IDENTIFIED BY AND REPLACED WITH A MARK OF “[***],”<br><br>HAS BEEN EXCLUDED FROM THIS DOCUMENT BECAUSE IT IS BOTH (I) NOT<br><br>MATERIAL AND (II) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR<br><br>CONFIDENTIAL.

U.S. $1,000,000,000

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

dated as of

May 29, 2025

among

TC GROUP CAYMAN, L.P.

CARLYLE INVESTMENT MANAGEMENT L.L.C.

CG SUBSIDIARY HOLDINGS L.L.C.

as Borrowers

TC GROUP, L.L.C.,

CARLYLE HOLDINGS I L.P.

CARLYLE HOLDINGS II L.L.C.

CARLYLE HOLDINGS III L.P.

CARLYLE FINANCE SUBSIDIARY L.L.C.

as Parent Guarantors

The LENDERS Party Hereto,

and

CITIBANK, N.A.

as Administrative Agent

CITIBANK, N.A.

JPMORGAN CHASE BANK, N.A.

BOFA SECURITIES, INC.

WELLS FARGO SECURITIES, LLC

as Joint Lead Arrangers and Bookrunners

JPMORGAN CHASE BANK, N.A.

BANK OF AMERICA, N.A.

WELLS FARGO BANK, NATIONAL ASSOCIATION

as Syndication Agents

TABLE OF CONTENTS

Page

ARTICLE I
DEFINITIONS
SECTION 1.01 Defined Terms ..........................................................................................................	1
SECTION 1.02 Terms Generally .......................................................................................................	30
SECTION 1.03 Accounting Terms; GAAP .......................................................................................	30
SECTION 1.04 Currencies; Currency Equivalents ............................................................................	31
SECTION 1.05 Divisions ..................................................................................................................	31
SECTION 1.06 Rates .........................................................................................................................	31
SECTION 1.07 Effect of Amendment and Restatement ...................................................................	32
ARTICLE II
THE CREDITS
SECTION 2.01 Revolving Credit Loans ...........................................................................................	32
SECTION 2.02 Loans and Borrowings .............................................................................................	32
SECTION 2.03 Requests for Borrowings ..........................................................................................	33
SECTION 2.04 Letters of Credit .......................................................................................................	34
SECTION 2.05 Funding of Borrowings ............................................................................................	37
SECTION 2.06 Interest Elections ......................................................................................................	38
SECTION 2.07 Termination and Reduction of the Revolving Credit Commitments .......................	39
SECTION 2.08 Repayment of Loans; Evidence of Debt ..................................................................	40
SECTION 2.09 Prepayment of Loans ................................................................................................	41
SECTION 2.10 Fees ..........................................................................................................................	42
SECTION 2.11 Interest ......................................................................................................................	43
SECTION 2.12 Alternate Rate of Interest .........................................................................................	43
SECTION 2.13 Illegality ...................................................................................................................	44
SECTION 2.14 Increased Costs .........................................................................................................	45
SECTION 2.15 Break Funding Payments .........................................................................................	46
SECTION 2.16 Taxes ........................................................................................................................	46
SECTION 2.17 Payments Generally; Pro Rata Treatment; Sharing of Setoffs .................................	49
SECTION 2.18 Mitigation Obligations; Replacement of Lenders ....................................................	51
SECTION 2.19. Defaulting Lenders ..................................................................................................	51
SECTION 2.20 Joint and Several Liability of the Borrowers ...........................................................	53
SECTION 2.21 Incremental Term Facility ........................................................................................	54
SECTION 2.22 Increase in Revolving Credit Commitments ............................................................	56
SECTION 2.23 Additional Borrowers ...............................................................................................	57
SECTION 2.24 Additional Guarantors ..............................................................................................	58
SECTION 2.25 [Reserved] ................................................................................................................	58
SECTION 2.26 Benchmark Replacement Setting .............................................................................	58
ARTICLE III
GUARANTEE
SECTION 3.01 The Guarantee ..........................................................................................................	60
SECTION 3.02 Obligations Unconditional .......................................................................................	60
SECTION 3.03 Reinstatement ...........................................................................................................	62

iv -

Page

SECTION 3.04 Subrogation ..............................................................................................................	62
SECTION 3.05 Remedies ..................................................................................................................	63
SECTION 3.06 Continuing Guarantee ..............................................................................................	63
SECTION 3.07 Rights of Contribution ..............................................................................................	63
SECTION 3.08 General Limitation on Obligations ...........................................................................	63
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
SECTION 4.01 Organization; Powers ...............................................................................................	64
SECTION 4.02 Authorization; Enforceability ...................................................................................	64
SECTION 4.03 Governmental Approvals; No Conflicts ...................................................................	64
SECTION 4.04 Financial Condition; No Material Adverse Change .................................................	65
SECTION 4.05 Properties ..................................................................................................................	65
SECTION 4.06 Litigation and Environmental Matters .....................................................................	65
SECTION 4.07 Compliance with Laws; No Default .........................................................................	65
SECTION 4.08 Investment Company Status .....................................................................................	65
SECTION 4.09 Taxes ........................................................................................................................	65
SECTION 4.10 ERISA ......................................................................................................................	66
SECTION 4.11 Disclosure .................................................................................................................	66
SECTION 4.12 Use of Credit ............................................................................................................	66
SECTION 4.13 Legal Form ...............................................................................................................	66
SECTION 4.14 Ranking ....................................................................................................................	66
SECTION 4.15 Commercial Activity; Absence of Immunity ...........................................................	66
SECTION 4.16 Solvency ...................................................................................................................	67
SECTION 4.17 No Burdensome Restrictions ....................................................................................	67
SECTION 4.18. Anti-Corruption Laws and Sanctions .......................................................................	67
SECTION 4.19. Outbound Investment Rules .....................................................................................	67
ARTICLE V
CONDITIONS
SECTION 5.01 Conditions to Effectiveness ......................................................................................	67
SECTION 5.02 Reserved ...................................................................................................................	69
SECTION 5.03 Conditions to each Credit Event ...............................................................................	69
SECTION 5.04 Additional Credit Parties ..........................................................................................	69
ARTICLE VI
AFFIRMATIVE COVENANTS
SECTION 6.01 Financial Statements and Other Information ...........................................................	71
SECTION 6.02 Notices of Material Events .......................................................................................	74
SECTION 6.03 Existence; Conduct of Business ...............................................................................	74
SECTION 6.04 Payment of Taxes .....................................................................................................	74
SECTION 6.05 Maintenance of Properties; Insurance ......................................................................	74
SECTION 6.06 Books and Records; Inspection Rights .....................................................................	74
SECTION 6.07 Compliance with Laws .............................................................................................	74
SECTION 6.08 Use of Proceeds and Letters of Credit ......................................................................	74
SECTION 6.09 Certain Obligations Respecting Management Fees and Carried Interest; Further<br><br>Assurances ..........................................................................................................................................	75
SECTION 6.10 Governmental Approvals .........................................................................................	75
SECTION 6.11 Designation of Subsidiaries ......................................................................................	75
ARTICLE VII

iv -

Page

NEGATIVE COVENANTS
SECTION 7.01 Indebtedness of Non-Guarantor Subsidiaries ...........................................................	76
SECTION 7.02 Liens .........................................................................................................................	78
SECTION 7.03 Fundamental Changes ..............................................................................................	79
SECTION 7.04 Lines of Business .....................................................................................................	81
SECTION 7.05 Ownership of Core Businesses .................................................................................	81
SECTION 7.06 [Reserved] ................................................................................................................	81
SECTION 7.07 [Reserved] ................................................................................................................	81
SECTION 7.08 Minimum Management Fee Earnings Assets Amount ............................................	81
SECTION 7.09 Modifications of Certain Documents .......................................................................	81
SECTION 7.10 Total Indebtedness Ratio ..........................................................................................	81
SECTION 7.11. Use of Proceeds in Compliance with Sanctions Laws ............................................	81
SECTION 7.12. CLO Management Subsidiaries ..............................................................................	82
SECTION 7.13. Broker-Dealer Subsidiaries .....................................................................................	82
ARTICLE VIII
EVENTS OF DEFAULT
SECTION 8.01 Events of Default ......................................................................................................	82
ARTICLE IX
AGENCY
SECTION 9.01 The Administrative Agent ........................................................................................	84
SECTION 9.02 Bookrunners, Etc. .....................................................................................................	86
SECTION 9.03 Certain ERISA Matters ............................................................................................	86
ARTICLE X
MISCELLANEOUS
SECTION 10.01 Notices ....................................................................................................................	87
SECTION 10.02 Waivers; Amendments ...........................................................................................	89
SECTION 10.03 Expenses; Indemnity; Damage Waiver ..................................................................	90
SECTION 10.04 Successors and Assigns ..........................................................................................	91
SECTION 10.05 Survival ..................................................................................................................	95
SECTION 10.06 Counterparts; Integration; Effectiveness ................................................................	95
SECTION 10.07 Severability ............................................................................................................	95
SECTION 10.08 Right of Setoff ........................................................................................................	95
SECTION 10.09 Governing Law; Jurisdiction; Service of Process; Etc. ..........................................	96
SECTION 10.10 WAIVER OF JURY TRIAL ..................................................................................	96
SECTION 10.11 No Immunity ..........................................................................................................	96
SECTION 10.12 European Monetary Union .....................................................................................	97
SECTION 10.13 Judgment Currency ................................................................................................	98
SECTION 10.14 Headings .................................................................................................................	99
SECTION 10.15 Treatment of Certain Information; Confidentiality ................................................	99
SECTION 10.16 USA PATRIOT Act ...............................................................................................	100
SECTION 10.17 Erroneous Payments ...............................................................................................	100
SECTION 10.18 Interest Rate Limitation ..........................................................................................	103
SECTION 10.19 Acknowledgments ..................................................................................................	103
SECTION 10.20 Fiscal Year .............................................................................................................	103
SECTION 10.21 Acknowledgement and Consent to Bail-In of Affected Financial Institutions ......	103

iv -

#4935-8759-2756v10

SCHEDULE 1-Commitments

SCHEDULE 2-Subsidiary Guarantors

EXHIBIT A-Form of Assignment and Assumption

EXHIBIT B-Form of Additional Borrower Joinder Agreement

EXHIBIT C-Form of Closing Certificate

EXHIBIT D-Form of Solvency Certificate

EXHIBIT E-Form of Exemption Certificate

EXHIBIT F -Form of Revolving Credit Loan Note

EXHIBIT G-Form of Term Loan Note

EXHIBIT H-Reserved

EXHIBIT I-Form of Parent Guarantor Joinder Agreement

Credit Agreement

THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 29,

2025 (this “Agreement”), among TC GROUP CAYMAN, L.P., a Cayman Islands exempted limited

partnership, CARLYLE INVESTMENT MANAGEMENT L.L.C., a Delaware limited liablity company,

and CG SUBSIDIARY HOLDINGS L.L.C., a Delaware limited liablity company (individually, an

“Initial Borrower”, and collectively, the “Initial Borrowers”), TC GROUP, L.L.C., a Delaware limited

liability company, CARLYLE HOLDINGS I L.P., a Delaware limited partnership, CARLYLE HOLDINGS

II L.L.C., a Delaware limited liability company, CARLYLE HOLDINGS III L.P., a Quebec limited

partnership, and CARLYLE FINANCE SUBSIDIARY L.L.C., a Delaware limited liability company, as

Parent Guarantors (individually, a “Parent Guarantor”, and collectively, the “Parent Guarantors”), the

LENDERS party hereto, and CITIBANK, N.A. (“Citibank”), as Administrative Agent.

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, and the Parent

Guarantors are parties to the Second Amended and Restated Credit Agreement dated as of April 29, 2022

(as amended, restated, modified and otherwise supplemented and in effect from time to time prior to the

date hereof, the “Existing Credit Agreement”) with several banks and other financial institutions or

entities parties as lenders thereto and Citibank, N.A., as administrative agent. The parties to the Existing

Credit Agreement have agreed to amend the Existing Credit Agreement in certain respects and to restate

the Existing Credit Agreement as so amended as provided in this Agreement, in each case effective upon

the satisfaction of the conditions precedent set forth in Section 5.01. Accordingly, the parties hereto agree

that on the Amendment Effective Date (as defined below), the Existing Credit Agreement shall be

amended and restated in its entirety as follows:

ARTICLE I

DEFINITIONS

SECTION 1.01 Defined Terms. As used in this Agreement, the following terms have

the meanings specified below:

“ABR”, when used in reference to any Loan or Borrowing, refers to whether such Loan,

or the Loans comprising such Borrowing, bears interest at a rate determined by reference to the Alternate

Base Rate.

“ABR Loan” means a Loan bearing interest at a rate determined by reference to the

Alternate Base Rate in accordance with the provisions of Article II.

“Acceleration Event” has the meaning assigned to such term in Section 2.04(k).

“Acquired Entity” means any Person or property acquired pursuant to a New Acquisition.

“Additional Borrower” has the meaning assigned to such term in Section 2.23.

“Additional Borrower Joinder Agreement” means an Additional Borrower Joinder

Agreement substantially in the form of Exhibit B.

“Additional Guarantors” means, collectively, the Additional Parent Guarantors and the

Additional Subsidiary Guarantors.

“Additional Parent Guarantor” means any limited partnership, limited liability company

or corporation (or similar entity) organized under the laws of any Permitted Jurisdiction (or, with the

approval of the Administrative Agent, acting reasonably, any limited partnership, limited liability

Credit Agreement

company, corporation or equivalent entity organized under the laws of another jurisdiction) (i) the general

partner (or equivalent Controlling member entity) of which is Carlyle Group or a direct or indirect wholly

owned subsidiary of Carlyle Group, (ii) which, directly or through one or more direct or indirect

subsidiaries, conducts one or more Core Businesses, and (iii) which is not a Subsidiary of any Person that

is an Obligor at the time of designation under Section 2.24(a). In the event that it is determined by the

Obligors that an Additional Parent Guarantor should be organized in a form other than a limited

partnership or a limited liability company, the Administrative Agent and the Obligors agree to negotiate

in good faith to make changes to this Agreement and the other Loan Documents as are advisable in order

to include such Person as a Parent Guarantor and to otherwise give effect to the intent of this Agreement

and the other Loan Documents (and the Lenders hereby authorize the Administrative Agent to make any

such changes).

“Additional Subsidiary Guarantor” has the meaning assigned to such term in Section

2.24(b).

“Adjusted Applicable Percentage” means, with respect to any Revolving Credit Lender,

such Revolving Credit Lender’s Applicable Percentage adjusted to exclude from the calculation thereof

the Revolving Credit Commitment of any Defaulting Lender. If the Revolving Credit Commitments have

terminated, the Adjusted Applicable Percentages shall be determined based upon the Revolving Credit

Commitments most recently in effect, giving effect to any assignments and to any Revolving Credit

Lender’s status as a Defaulting Lender at the time of determination.

“Adjusted Daily Simple RFR” means, for any day (an “RFR Rate Day”), a rate per

annum equal to, for any Loan, interest, fees, commissions or other amounts denominated in, or calculated

with respect to:

(a)Sterling, the sum of (A) SONIA for the day (such day, a “Sterling RFR

Determination Day”) that is five (5) RFR Business Days prior to (I) if such RFR Rate Day is an RFR

Business Day, such RFR Rate Day or (II) if such RFR Rate Day is not an RFR Business Day, the RFR

Business Day immediately preceding such RFR Rate Day, in each case, as such SONIA is published by

the SONIA Administrator on the SONIA Administrator’s Website; provided that if by 5:00 p.m. (London

time) on the second (2nd) RFR Business Day immediately following any Sterling RFR Determination

Day, SONIA in respect of such Sterling RFR Determination Day has not been published on the SONIA

Administrator’s Website and a Benchmark Replacement Date with respect to the Adjusted Daily Simple

RFR for Sterling has not occurred, then SONIA for such Sterling RFR Determination Day will be SONIA

as published in respect of the first preceding RFR Business Day for which such SONIA was published on

the SONIA Administrator’s Website, provided that SONIA as determined pursuant to this proviso shall

be utilized for purposes of calculation of Adjusted Daily Simple RFR for no more than three (3)

consecutive RFR Rate Days and (B) the SONIA Adjustment; provided further that if such rate shall be

less than zero, the Adjusted Daily Simple RFR for Sterling shall be deemed to be zero for the purposes of

this Agreement; and

(b)Japanese Yen, the sum of (A) TONAR for the day (such day, a “Japanese Yen

RFR Determination Day”) that is five (5) RFR Business Days prior to (I) if such RFR Rate Day is an RFR

Business Day, such RFR Rate Day or (II) if such RFR Rate Day is not an RFR Business Day, the RFR

Business Day immediately preceding such RFR Rate Day, in each case, as such TONAR is published by

the TONAR Administrator on the TONAR Administrator’s Website; provided that if by 5:00 p.m. (Tokyo

time) on the second (2nd) RFR Business Day immediately following any Japanese Yen RFR

Determination Day, TONAR in respect of such Japanese Yen RFR Determination Day has not been

published on the TONAR Administrator’s Website and a Benchmark Replacement Date with respect to

the Adjusted Daily Simple RFR for Japanese Yen has not occurred, then TONAR for such Japanese Yen

Credit Agreement

RFR Determination Day will be TONAR as published in respect of the first preceding RFR Business Day

for which such TONAR was published on the TONAR Administrator’s Website, provided that TONAR

as determined pursuant to this proviso shall be utilized for purposes of calculation of Adjusted Daily

Simple RFR for no more than three (3) consecutive RFR Rate Days and (B) the TONAR Adjustment;

provided further that if such rate shall be less than zero, the Adjusted Daily Simple RFR for Japanese Yen

shall be deemed to be zero for the purposes of this Agreement.

Any change in Adjusted Daily Simple RFR due to a change in the applicable RFR shall

be effective from and including the effective date of such change in the RFR without notice to the

Borrower.

“Adjusted EURIBOR Rate” means, with respect to any Term Benchmark Borrowing

denominated in Euros for any Interest Period, an interest rate per annum (rounded upwards, if necessary,

to the next 1/100 of 1%) equal to (a) the EURIBOR Rate for such Interest Period multiplied by (b) the

Statutory Reserve Rate; provided that if the Adjusted EURIBOR Rate as so determined would be less

than zero, such rate shall be deemed to be zero for the purposes of this Agreement.

“Adjusted Term SOFR Rate” means, with respect to any Term Benchmark Borrowing

denominated in Dollars for any Interest Period, an interest rate per annum equal to (a) Term SOFR for

such Interest Period plus (b) the Term SOFR Adjustment; provided that if the Adjusted Term SOFR Rate

as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this

Agreement.

“Administrative Agent” means Citibank, in its capacity as administrative agent for the

Lenders hereunder and under the other Loan Documents.

“Administrative Agent’s Account” means, for each Currency, an account in respect of

such Currency designated by the Administrative Agent in a notice to the Borrowers and the Lenders.

“Administrative Questionnaire” means an Administrative Questionnaire in a form

supplied by the Administrative Agent.

“Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK

Financial Institution.

“Affiliate” means, with respect to a specified Person, another Person that directly, or

indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control

with the Person specified.

“Agreed Currencies” means Dollars and each Agreed Foreign Currency.

“Agreed Foreign Currency” means, at any time, any of Sterling, Euros, Japanese Yen,

and, with the agreement of each Revolving Credit Lender, any other Foreign Currency, so long as, in

respect of any such specified Currency, at such time (a) such Currency is dealt with in the London

interbank deposit market, (b) such Currency is freely transferable and convertible into Dollars in the

London foreign exchange market and (c) no central bank or other governmental authorization in the

country of issue of such Currency (including, in the case of the Euro, any authorization by the European

Central Bank) is required to permit use of such Currency by any Revolving Credit Lender for making any

Revolving Credit Loan hereunder and/or to permit the Borrowers to borrow and repay the principal

thereof and to pay the interest thereon and by any Issuing Bank for issuing or making any disbursement

with respect to any Letter of Credit hereunder and/or to permit the Borrowers to reimburse any Issuing

Credit Agreement

Bank for any such disbursement or pay the interest thereon or to permit any Revolving Credit Lender to

acquire a participation interest in any Letter of Credit or make any payment to such Issuing Bank in

consideration therefor, unless in each case such authorization has been obtained and is in full force and

effect.

“Alternate Base Rate” means a fluctuating interest rate per annum in effect from time to

time, which rate per annum shall at all times be equal to the highest of:

(a)for any day, the Prime Rate in effect on such day;

(b)for any day, the Federal Funds Effective Rate for such day plus 1/2 of 1.00%;

and

(c)for any day, the Adjusted Term SOFR Rate for a one month Interest Period that

commences on the second Business Day following such day plus 1.00%;

provided that, if the Alternate Base Rate as determined pursuant to the foregoing would be less than

1.00%, such rate shall be deemed to be 1.00% for purposes of this Agreement.

Each change in any interest rate provided for herein based upon the Alternate Base Rate resulting from a

change in the Alternate Base Rate shall take effect at the time of such change in the Alternate Base Rate.

“Amendment Effective Date” means the date on which the conditions specified in

Section 5.01 are satisfied (or waived in accordance with Section 10.02), which date is May 29, 2025.

“Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction

applicable to any Obligor or its Subsidiaries from time to time concerning or relating to bribery,

corruption or money laundering, including the Foreign Corrupt Practices Act of 1977, as amended, and

the rules and regulations thereunder (the “FCPA”), and the UK Bribery Act of 2010.

“Applicable Percentage” means (a) with respect to any Revolving Credit Lender for

purposes of Section 2.04, Section 2.19(f), Section 2.22 or in respect of any indemnity claim under

Section 10.03(c) arising out of an action or omission of any Issuing Bank under this Agreement, the

percentage of the total Revolving Credit Commitments represented by such Revolving Credit Lender’s

Revolving Credit Commitment, and (b) with respect to any Lender in respect of any indemnity claim

under Section 10.03(c) arising out of an action or omission of the Administrative Agent under this

Agreement, the percentage of the total Revolving Credit Commitments or Loans of all Classes hereunder

represented by the aggregate amount of such Lender’s Revolving Credit Commitments or Loans of all

Classes hereunder. If the Revolving Credit Commitments have terminated or expired, the Applicable

Percentages shall be determined based upon the Revolving Credit Commitments most recently in effect,

giving effect to any assignments.

“Applicable Rate” means, for any day with respect to any ABR Loan, Term Benchmark

Loan, RFR Loan, Letter of Credit or with respect to the commitment fees payable hereunder, as the case

may be, the applicable rate per annum set forth below under the caption “Applicable Margin for ABR

Loans”, “Applicable Margin for Term Benchmark Loans, RFR Loans and Letters of Credit” or

“Commitment Fee”, respectively, based upon the category that applies on such day:

Credit Agreement

	S&P Rating	Applicable Margin<br><br>for ABR Loans	Applicable Margin<br><br>for Term Benchmark<br><br>Loans, RFR Loans<br><br>and Letters of Credit	Commitment Fee
Category 1	A+ or higher	0.000%	0.750%	0.060%
Category 2	A	0.000%	0.875%	0.080%
Category 3	A-	0.000%	1.000%	0.100%
Category 4	BBB+	0.250%	1.250%	0.125%
Category 5	Less than BBB+ or<br><br>unrated	0.500%	1.500%	0.150%

The parties hereto agree that, for purposes of determining the foregoing, in the event the

Obligors have different Ratings, the lowest Rating with respect to any Obligor shall apply. If the Rating

by S&P shall be changed, such change shall be effective as of the date on which it is first announced by

S&P (or, in the case of a private Rating by S&P, on the date on which S&P first notifies the Obligors of

such change). Each change in the Applicable Rate shall apply during the period commencing on the

effective date of such change in Rating and ending on the date immediately preceding the effective date

of the next such change in Rating.

“Approved Fund” means any Person (other than a natural person) that is (or will be)

engaged in making, purchasing, holding or otherwise investing in commercial loans and similar

extensions of credit in the ordinary course of its business and that is administered or managed by (a) a

Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages

a Lender.

“Assignment and Assumption” means an assignment and assumption entered into by a

Lender and an assignee (with the consent of any party whose consent is required by Section 10.04), and

accepted by the Administrative Agent, in substantially the form of Exhibit A or any other form approved

by the Administrative Agent.

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the

applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

“Bail-In Legislation” means (a) with respect to any EEA Member Country implementing

Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European

Union, the implementing law, regulation, rule or requirement for such EEA Member Country from time

to time that is described in the EU Bail-In Legislation Schedule and (b) with respect to the United

Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other

law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing

banks, investment firms or other financial institutions or their affiliates (other than through liquidation,

administration or other insolvency proceedings).

“Bankruptcy Event of Default” means any Event of Default pursuant to Sections 8.01(h)

or (i).

“Benchmark” means, initially, with respect to any (i) RFR Loan in any Agreed Currency,

the applicable Relevant Rate for such Agreed Currency, or (ii) Term Benchmark Loan, the Relevant Rate

for such Agreed Currency; provided that if a Benchmark Transition Event, and the related Benchmark

Replacement Date have occurred with respect to the applicable Relevant Rate or the then-current

Benchmark for such Agreed Currency, then “Benchmark” means the applicable Benchmark Replacement

Credit Agreement

to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to

Section 2.26.

“Benchmark Replacement” means with respect to any Benchmark Transition Event, the

sum of (a) the alternate benchmark rate that has been selected by the Administrative Agent and the

Borrowers giving due consideration to (i) any selection or recommendation of a replacement benchmark

rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any

evolving or then-prevailing market convention for determining a benchmark rate as a replacement to the

then-current Benchmark for U.S. Dollar-denominated syndicated credit facilities and (b) the related

Benchmark Replacement Adjustment; provided that, if such Benchmark Replacement as so determined

would be less than zero, such Benchmark Replacement will be deemed to be zero for the purposes of this

Agreement.

“Benchmark Replacement Adjustment” means, with respect to any replacement of the

then-current Benchmark with an Unadjusted Benchmark Replacement, the spread adjustment, or method

for calculating or determining such spread adjustment (which may be a positive or negative value or zero)

that has been selected by the Administrative Agent and the Borrowers giving due consideration to (i) any

selection or recommendation of a spread adjustment, or method for calculating or determining such

spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark

Replacement by the Relevant Governmental Body or (ii) any evolving or then-prevailing market

convention for determining a spread adjustment, or method for calculating or determining such spread

adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark

Replacement for U.S. Dollar-denominated syndicated credit facilities.

“Benchmark Replacement Date” means, with respect to any Benchmark, the earliest to

occur of the following events with respect to such then-current Benchmark:

(a)in the case of clause (a) or (b) of the definition of “Benchmark Transition Event”,

the later of (i) the date of the public statement or publication of information referenced therein and (ii) the

date on which the administrator of such Benchmark (or the published component used in the calculation

thereof) permanently or indefinitely ceases to provide such Benchmark (or such component thereof); or

(b)in the case of clause (c) of the definition of “Benchmark Transition Event”, the

first date on which such Benchmark (or the published component used in the calculation thereof) has been

determined and announced by or on behalf of the administrator of such Benchmark (or such component

thereof) or the regulatory supervisor for the administrator of such Benchmark (or such component

thereof) to be non-representative; provided that such non-representativeness, non-compliance or non-

alignment will be determined by reference to the most recent statement or publication referenced in such

clause (c) and even if such Benchmark (or such component thereof) continues to be provided on such

date.

“Benchmark Transition Event” means, with respect to any Benchmark, the occurrence of

one or more of the following events with respect to such then-current Benchmark:

(a)a public statement or publication of information by or on behalf of the

administrator of such Benchmark (or the published component used in the calculation thereof)

announcing that such administrator has ceased or will cease to provide such Benchmark (or such

component thereof), permanently or indefinitely; provided that, at the time of such statement or

publication, there is no successor administrator that will continue to provide such Benchmark (or such

component thereof);

Credit Agreement

(b)a public statement or publication of information by the regulatory supervisor for

the administrator of such Benchmark (or the published component used in the calculation thereof), the

Federal Reserve Board, the Federal Reserve Bank of New York, an insolvency official with jurisdiction

over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction

over the administrator for such Benchmark (or such component) or a court or an entity with similar

insolvency or resolution authority over the administrator for such Benchmark (or such component), which

states that the administrator of such Benchmark (or such component) has ceased or will cease to provide

such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of

such statement or publication, there is no successor administrator that will continue to provide such

Benchmark (or such component thereof); or

(c)a public statement or publication of information by or on behalf of the

administrator of such Benchmark (or the published component used in the calculation thereof) or the

regulatory supervisor for the administrator of such Benchmark (or such component thereof) announcing

that such Benchmark (or such component thereof) is not, or as of a specified future date will not be,

representative.

“Benchmark Transition Start Date” means, in the case of a Benchmark Transition Event,

the earlier of (a) the applicable Benchmark Replacement Date and (b) if such Benchmark Transition

Event is a public statement or publication of information of a prospective event, the 90th day prior to the

expected date of such event as of such public statement or publication of information (or if the expected

date of such prospective event is fewer than 90 days after such statement or publication, the date of such

statement or publication).

“Benchmark Unavailability Period” means, with respect to any Benchmark, the period (if

any) (x) beginning at the time that a Benchmark Replacement Date has occurred if, at such time, no

Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under

any Loan Document in accordance with Section 2.26 and (y) ending at the time that a Benchmark

Replacement has replaced such then-current Benchmark for all purposes hereunder and under any Loan

Document in accordance with Section 2.26.

“Beneficial Ownership Certification” means, for a “legal entity customer” (as such term

is defined in the Beneficial Ownership Regulation), a certification regarding beneficial ownership to the

extent required by the Beneficial Ownership Regulation, which certification shall be substantially similar

in form and substance to the form of Certification Regarding Beneficial Owners of Legal Entity

Customers included as Appendix A to the Beneficial Ownership Regulation.

“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.

“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is

subject to Title I of ERISA, (b) a “plan” as defined in and subject to Section 4975 of the Code or (c) any

Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of

ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.

“Board” means the Board of Governors of the Federal Reserve System of the United

States of America.

“Borrower Obligations” has the meaning assigned to such term in Section 2.20.

“Borrowers” means, collectively, the Initial Borrowers and each other Person that

becomes a Borrower hereunder pursuant to Section 2.23.

Credit Agreement

“Borrowing” means (a) all ABR Loans of the same Class made, converted or continued

on the same date, (b) all Term Benchmark Loans of the same Class, Type and Currency that have the

same Interest Period or (c) all RFR Loans of the same Class denominated in the same Currency.

“Borrowing Request” means a request by the Borrowers for a Borrowing in accordance

with Section 2.03.

“Broker-Dealer” means (a) a broker-dealer business duly registered as a broker-dealer as

and to the extent required under the Exchange Act, as amended, and the rules and regulations

promulgated thereunder and, as and to the extent required, is a member in good standing of the Financial

Institutions Regulatory Authority, Inc., and (b) any other broker-dealer or capital solutions business entity

that originates and/or syndicates securities or loans (including any such business that is not required to be

registered as a broker-dealer under the Exchange Act, as amended, and the rules and regulations

promulgated thereunder).

“Broker-Dealer Subsidiary” means any Subsidiary of a Credit Party designated by the

Borrowers as a “Broker-Dealer Subsidiary” pursuant to Section 6.11(b), for so long as such Subsidiary

remains designated as a Broker-Dealer Subsidiary and is not undesignated as a “Broker-Dealer

Subsidiary” pursuant to Section 6.11(b).

“Business Day” means a day (a) other than a Saturday, Sunday or other day on which

commercial banks in New York City are authorized or required by law to close, (b) with respect to notices

and determinations in connection with, and payments of principal and interest on, Term Benchmark

Loans, such day is also a day for trading by and between banks in deposits in the relevant Currency in the

interbank eurocurrency market, (c) if the applicable Business Day relates to any RFR Loan, an RFR

Business Day and (d) with respect to notices and determinations in connection with, and payments of

principal and interest on, Loans denominated in any other Agreed Foreign Currency, such day is also a

day on which the Trans-European Automated Real-time Gross Settlement Express Transfer payment

system (or any successor settlement system as determined by the Administrative Agent) or any other

relevant exchange or payment system, as applicable, is open for the settlement of payments in such other

Agreed Foreign Currency.

“Capital Lease Obligations” of any Person means, subject to Section 1.03(c), the

obligations of such Person to pay rent or other amounts under any lease of (or other arrangement

conveying the right to use) real or personal property, or a combination thereof, which obligations are

required to be classified and accounted for as capital leases on a balance sheet of such Person under

GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in

accordance with GAAP.

“Carlyle Group” means The Carlyle Group Inc., a Delaware corporation (or any

successor corporation by conversion, merger, consolidation or similar transaction), or such other Person

designated by the Obligors and approved by the Administrative Agent and the Lenders.

“Carried Interest” means any and all limited partnership or other ownership interests or

contractual rights representing the right to receive, directly or indirectly, the proceeds of any “carried

interest” in any Fund Entity (including incentive and performance fees dependent on investment

performance or results) and all distributions received by any Obligor or any Subsidiary thereof the source

of which is carried interest; provided that “Carried Interest” shall include the “carried interest” reported

on the Obligors’ consolidated financial statements prepared in accordance with GAAP; provided further

that “Carried Interest” shall in any event not include any Deal Team Interests.

Credit Agreement

“Change in Control” means the occurrence of any of the following: (i) any person or

group (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act or any successor

provision), other than a Permitted Investor, becomes the “beneficial owner” (within the meaning of Rule

13d-3 and 13d-5 under the Exchange Act or any successor provision) of a majority of the aggregate

ordinary voting power represented by the issued and outstanding Equity Interests of the Carlyle Group, or

(ii) the acquisition of direct or indirect Control of any Obligor by any Person or group (other than the

Obligors, their Subsidiaries and the Permitted Investors).

“Change in Law” means the occurrence, after the Amendment Effective Date, of any of

the following: (a) the adoption of any law, rule, regulation or treaty, (b) any change in any law, rule,

regulation or treaty or in the administration, interpretation or application thereof by any Governmental

Authority or (c) the making or issuance for the first time of any guideline or directive (whether or not

having the force of law) by any Governmental Authority.

“Citibank” means Citibank, N.A.

“Class”, when used in reference to any Loan or Borrowing, refers to whether such Loan,

or the Loans comprising such Borrowing, are Revolving Credit Loans or Incremental Term Loans.

“CLO” means a “collateralized loan obligation” and including any special-purpose

investment vehicle established to accumulate primarily loans and which is funded by the issuance of

securities in one or more classes, the debt securities of which are secured by substantially all of the assets

of such Person.

“CLO Management Subsidiary” means any Subsidiary of a Credit Party designated by

the Borrowers as a “CLO Management Subsidiary” pursuant to Section 6.11(a), for so long as such

Subsidiary remains designated as a CLO Management Subsidiary and is not undesignated as a “CLO

Management Subsidiary” pursuant to Section 6.11(a).

“Code” means the Internal Revenue Code of 1986.

“Commitment Schedule” means Schedule 1.

“Conforming Changes” means, with respect to either the use or administration of an

initial Benchmark or the use, administration, adoption or implementation of any Benchmark

Replacement, any technical, administrative or operational changes (including changes to the definition of

“Alternate Base Rate” (if applicable), the definition of “Business Day”, the definition of “U.S.

Government Securities Business Day”, the definition of “RFR Business Day”, the definition of “Interest

Period” or any similar or analogous definition (or the addition of a concept of “interest period”), timing

and frequency of determining rates and making payments of interest, timing of borrowing requests or

prepayment, conversion or continuation notices, the applicability and length of lookback periods, the

applicability of Section 2.15 and other technical, administrative or operational matters) that the

Administrative Agent, in consultation with the Borrowers, decides may be appropriate to reflect the

adoption and implementation of any such rate or to permit the use and administration thereof by the

Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative

Agent decides that adoption of any portion of such market practice is not administratively feasible or if

the Administrative Agent determines, in consultation with the Borrowers, that no market practice for the

administration of any such rate exists, in such other manner of administration as the Administrative Agent

decides is reasonably necessary in connection with the administration of this Agreement and the other

Loan Documents).

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10 -

“Consolidated Subsidiary” means, for any Person, each Subsidiary of such Person

(whether now existing or hereafter created or acquired) the financial statements of which shall be (or

should have been) consolidated with the financial statements of such Person in accordance with GAAP.

For the avoidance of doubt, “Consolidated Subsidiary” shall not include any Fund Entity or any

subsidiary of a Fund Entity or any Person constituting a “Consolidated Fund” (as such term is used in

Footnote 2 to the Consolidated Financial Statements of the Carlyle Group on Form 10-K for the fiscal

year ended December 31, 2024) and “Consolidated Subsidiary” shall not in any event include UrbPlan.

“Contractual Obligation” of any Person means any obligation, agreement, undertaking or

similar provision of any Equity Interests issued by such Person or of any agreement, undertaking,

contract, lease, indenture, mortgage, deed of trust or other instrument to which such Person is a party or

by which it or any of its property is bound or to which any of its property is subject (excluding, in each

case, a Loan Document).

“Control” means the possession, directly or indirectly, of the power to direct or cause the

direction of the management or policies of a Person, whether through the ability to exercise voting power,

by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“Core Business Entity” means any Person that earns or is entitled to receive fees or

income (including investment income and fees, gains or income with respect to carried interest) from one

or more Core Businesses.

“Core Businesses” means (a) establishing or acquiring investment funds or managed

accounts, (b) investment or asset management services, financial advisory services, money management

services, merchant banking activities or similar or related activities, including services provided to mutual

funds, private equity or debt funds, hedge funds, funds of funds, corporate or other business entities or

individuals and (c) making investments, including investments in funds of the type specified in clause (b).

“Credit Parties” means, collectively, the Obligors and the Subsidiary Guarantors.

“Currency” means Dollars or any Foreign Currency.

“Deal Team Interest” means that portion of any “carried interest” (or capital interests

taken in lieu of “carried interest”) in any Fund Entity accruing to the members, partners, employees,

contractors or advisors of the Obligors or any of their Affiliates and not directly or indirectly accruing to

the Obligors or investors in the Obligors in their capacity as such.

“Debtor Relief Laws” means the Bankruptcy Code of the United States of America, and

all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium,

rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States

or other applicable jurisdictions from time to time in effect.

“Default” means any event or condition which constitutes an Event of Default or which

upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.

“Defaulting Lender” means any Lender that (a) other than at the direction or request of

any regulatory agency or authority or unless subject to a good faith dispute, has failed to fund any portion

of its Loans or participations in Letters of Credit within three Business Days of the date required to be

funded by such Lender hereunder, (b) has notified any Obligor, the Administrative Agent, any Issuing

Bank or any Lender in writing that such Lender does not intend or expect to comply with any of its

funding obligations under this Agreement, (c) unless subject to a good faith dispute, has failed to confirm

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11 -

in writing to the Administrative Agent or the Borrowers upon the Administrative Agent or Borrowers’

request, within three Business Days after such request is received by such Lender (which request may

only be made after all conditions to funding have been satisfied, provided that such Lender shall cease to

be a Defaulting Lender upon receipt of such confirmation by Administrative Agent), that such Lender will

comply with the terms of this Agreement relating to its obligations to fund prospective Loans and

participations in then outstanding Letters of Credit, (d) has otherwise failed to pay over to the

Administrative Agent or any other Lender any other amount required to be paid by such Lender hereunder

within three Business Days of the date when due, unless such amount is the subject of a good faith

dispute, or (e) has, or has a direct or indirect parent company that has, (i) become the subject of a

proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator,

trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization

or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other

state or federal regulatory authority acting in such a capacity, or (iii) become the subject of a Bail-In

Action; provided that a Lender shall not qualify as a “Defaulting Lender” solely as the result of the

acquisition or maintenance of an ownership interest in such Lender or any Person controlling such

Lender, or the exercise of control over such Lender or any Person controlling such Lender, by a

governmental authority or an instrumentality thereof so long as such ownership interest does not result in

or provide such Lender with immunity from the jurisdiction of courts within the United States or from the

enforcement of judgments or writs of attachment on its assets or permit such Lender (or such

governmental authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or

agreements made with such Lender.

“Dollar Equivalent” means, with respect to any Borrowing, Letter of Credit or LC

Disbursement denominated in any Foreign Currency, the amount of Dollars that would be required to

purchase the amount of the Foreign Currency of such Borrowing, Letter of Credit or LC Disbursement on

the date two Business Days prior to the date of such Borrowing, Letter of Credit or LC Disbursement (or,

in the case of any determination made under Section 2.09(b) or redenomination under the last sentence of

Section 2.17(a), on the date of determination or redenomination therein referred to), based upon the spot

selling rate at which the Administrative Agent offers to sell such Foreign Currency for Dollars in the

London foreign exchange market at approximately 11:00 a.m., London time, for delivery two Business

Days later.

“Dollars” or “$” refers to the lawful currency of the United States of America.

“EBITDA” means, for any period, Net Income for such period, plus

(a)the sum, without duplication (including with respect to any item already added

back to Net Income) and to the extent deducted in calculating Net Income, of the amounts for such period

of:

(i) depreciation and amortization;

(ii)interest expense (paid or accrued during such period);

(iii)income taxes;

(iv)non-recurring, extraordinary or unusual expenses, losses and charges

(including all expenses associated with litigation settlements, severance, closing offices and early

termination of any investment fund);

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12 -

(v)non-cash expenses and charges (including non-cash stock compensation

expenses), provided that any cash payment made with respect to any non-cash expenses or

charges added back in calculating EBITDA for any earlier period pursuant to this clause (vi) shall

be subtracted in calculating EBITDA for the period in which such cash payment is made; and

(vi)partner (excluding general public partners) and fundraising bonus

expenses incurred after the consummation of the initial public offering of the Carlyle Group;

minus

(b) the sum, without duplication and to the extent included in Net Income, of the

amounts (which may be negative) for such period of:

(i)any extraordinary, unusual or other non-recurring gains increasing Net

Income;

(ii)any non-cash items (other than accrual of revenue in the ordinary course

of business) increasing Net Income, but excluding any such items in respect of which cash was

received in a prior period (other than accrual of revenue in the ordinary course of business);

(iii)the amount (which may be negative) equal to net income (loss) of

Persons not constituting Subsidiaries (determined ratably based on the ownership percentage in

such Persons);

(iv)the amount (which may be negative) equal to net income of any

coinvestment made by individual partners and employees in Fund Entities and otherwise included

in Net Income;

(v)the amount of any clawbacks of realized performance revenues actually

paid during such period;

(vi)the sum of (A) net unrealized performance revenues and (B) net

unrealized principal investment income, in each case, for such period; and

(vii)the sum of (A) an amount equal to 50% of net realized performance

revenues and (B) an amount equal to 50% of net realized principal investment income, in each

case, for such period;

in each case determined on a consolidated basis for the Obligors and their Consolidated

Subsidiaries without duplication in accordance with GAAP; provided that, in determining EBITDA for

any period, not more than 30% of EBITDA for such period shall be attributable to, or generated by, CLO

Management Subsidiaries and Broker-Dealer Subsidiaries in the aggregate.

For purposes of calculating EBITDA, for any Reference Period, if at any time during

such Reference Period (and after the Amendment Effective Date) any of the Obligors and their

Consolidated Subsidiaries shall have made any New Acquisition or any New Disposition, the EBITDA

for such Reference Period shall be calculated after giving pro forma effect thereto as if such New

Acquisition or such New Disposition occurred on the first day of such Reference Period. For purposes of

this definition, whenever pro forma effect is to be given to a transaction, the pro forma calculation shall

be made in good faith by a Responsible Officer.

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13 -

“EEA Financial Institution” means (a) any credit institution or investment firm

established in any EEA Member Country which is subject to the supervision of an EEA Resolution

Authority, (b) any entity established in an EEA Member Country which is a parent of an institution

described in clause (a) of this definition, or (c) any financial institution established in an EEA Member

Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is

subject to consolidated supervision with its parent.

“EEA Member Country” means any of the member states of the European Union,

Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” means any public administrative authority or any person

entrusted with public administrative authority of any EEA Member Country (including any delegee)

having responsibility for the resolution of any EEA Financial Institution.

“Eligible New Lender” means any Person that meets the requirements to be an assignee

under Section 10.04(b) (subject to such consents, if any, as may be required under Section 10.04(b)(iii)).

“Environmental Laws” means any and all applicable laws, rules, orders, regulations,

statutes, ordinances, codes or decrees of any international authority, foreign government, the United

States of America, or any state, provincial, local, municipal or other governmental authority, regulating,

relating to or imposing liability or standards of conduct concerning protection of the environment, as has

been, is now, or at any time hereafter is, in effect.

“Environmental Liability” means any liability, claim, action, suit, judgment or order

under or relating to any Environmental Law for any damages, injunctive relief, losses, fines, penalties,

fees, expenses (including reasonable fees and expenses of attorneys and consultants) or costs, whether

contingent or otherwise, including those arising from or relating to: (a) compliance or non-compliance

with any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or

disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release of any

Hazardous Materials or (e) any contract, agreement or other consensual arrangement pursuant to which

liability is assumed or imposed with respect to any of the foregoing.

“Equity Interests” means shares of capital stock, partnership interests, membership

interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in

a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any

such equity interest.

“ERISA” means the Employee Retirement Income Security Act of 1974.

“ERISA Affiliate” means any trade or business (whether or not incorporated) that,

together with any Obligor, is treated as a single employer under Section 414(b) or (c) of the Code, or,

solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer

under Section 414 of the Code.

“ERISA Event” means (a) any “reportable event”, as defined in Section 4043(c) of

ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the 30-

day notice period is waived); (b) the existence with respect to any Plan of a failure to satisfy the minimum

funding standard (as defined in Section 412(a) of the Code or Section 302(a)(2) of ERISA), whether or

not waived; (c) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an

application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by

any Obligor or any of its Subsidiaries of any liability under Title IV of ERISA with respect to the

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14 -

termination of any Plan; (e) the receipt by any Obligor or any of its Subsidiaries from the PBGC or a plan

administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to

administer any Plan; (f) the incurrence by any Obligor or any of its Subsidiaries of any liability with

respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (g) the receipt by

any Obligor or any of its Subsidiaries of any notice, or the receipt by any Multiemployer Plan from any

Obligor or any of its Subsidiaries of any notice, concerning the imposition of Withdrawal Liability or a

determination that a Multiemployer Plan is, or is expected to be, insolvent, within the meaning of Title

IV of ERISA.

“Erroneous Payment” has the meaning assigned to such term in Section 10.17(a).

“Erroneous Payment Impacted Class” has the meaning assigned to such term in Section

10.17(d).

“Erroneous Payment Deficiency Assignment” has the meaning assigned to such term in

Section 10.17(d).

“Erroneous Payment Return Deficiency” has the meaning assigned to such term in

Section 10.17(d).

“Erroneous Payment Subrogation Rights” has the meaning assigned to it in Section

10.17(e).

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published

by the Loan Market Association (or any successor person), as in effect from time to time.

“EURIBOR Rate” means, with respect to any Borrowing denominated in Euros and for

any Interest Period, the EURIBOR Screen Rate, two Target Days prior to the commencement of such

Interest Period.

“EURIBOR Screen Rate” means the euro interbank offered rate administered by the

European Money Markets Institute (or any other person which takes over the administration of that rate)

for the relevant period displayed (before any correction, recalculation or republication by the

administrator) on page EURIBOR01 of the Thomson Reuters screen (or any replacement Thomson

Reuters page which displays that rate) or on the appropriate page of such other information service which

publishes that rate from time to time in place of Thomson Reuters as published at approximately 11:00

a.m. Brussels time two Target Days prior to the commencement of such Interest Period. If such page or

service ceases to be available, the Administrative Agent may specify another page or service displaying

the relevant rate after consultation with the Borrowers.

“Euros” has the meaning assigned to such term in Section 10.12(a).

“Event of Default” has the meaning assigned to such term in Article VIII.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

“Excess Funding Guarantor” has the meaning assigned to such term in Section 3.07.

“Excess Payment” has the meaning assigned to such term in Section 3.07.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to a

Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or

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15 -

measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case,

(i) imposed as a result of such Recipient being organized under the laws of, or having its principal office

or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax

(or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender,

U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with

respect to an applicable interest in a Loan or Revolving Credit Commitment pursuant to a law in effect on

the date on which (i) such Lender acquires such interest in the Loan or Revolving Credit Commitment

(other than pursuant to an assignment request by the Borrowers under Section 2.18(b)) or (ii) such Lender

changes its lending office, except in each case to the extent that, pursuant to Section 2.16, amounts with

respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender

became a party hereto or to such Lender immediately before it changed its lending office, (c) Taxes

attributable to such Recipient’s failure to comply with Sections 2.16(e)-(f) and (d) any withholding Taxes

imposed under FATCA.

“Existing Credit Agreement” has the meaning assigned to such term in the preamble

hereto.

“Existing Letter of Credit” means a Letter of Credit (as defined in the Existing Credit

Agreement) issued under the Existing Credit Agreement and outstanding immediately prior to the

Amendment Effective Date.

“Existing Revolving Credit Loans” means a “Revolving Credit Loan” under (and as

defined in) the Existing Credit Agreement and outstanding immediately prior to the Amendment Effective

Date.

“Facility” means each of (a) the Incremental Term Facility and (b) the Revolving Credit

Facility.

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this

Agreement (or any amended or successor version that is substantively comparable and not materially

more onerous to comply with), any current or future United States Treasury regulations promulgated

thereunder and published guidance with respect thereto, any agreement entered into pursuant to Section

1471(b)(1) of the Code and any applicable intergovernmental agreements with respect thereto, including

any laws, regulations, guidance or practices governing any such intergovernmental agreement.

“Federal Funds Effective Rate” means, for any day, the rate calculated by the NYFRB

based on such day’s federal funds transactions by depositary institutions, as determined in such manner as

the NYFRB shall set forth on its public website from time to time, and published on the next succeeding

Business Day by the NYFRB as the effective federal funds rate (or, if such rate is no longer available, a

successor rate reasonably determined by the Administrative Agent after consultation with the Borrowers),

provided that if the Federal Funds Effective Rate as so determined would be less than zero, such rate shall

be deemed to zero for the purposes of this Agreement.

“Foreign Currency” means, at any time, any Currency other than Dollars.

“Foreign Currency Equivalent” means, with respect to any amount in Dollars, the amount

of any Foreign Currency that could be purchased with such amount of Dollars using the reciprocal of the

foreign exchange rate(s) specified in the definition of the term “Dollar Equivalent”, as determined by the

Administrative Agent.

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“Foreign Lender” means any Lender that is organized under the laws of a jurisdiction

other than the United States of America. For purposes of this definition, the United States of America,

each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

“Fund Entity” means any investment fund or managed account (and related special

purpose co-investment vehicles) established (or acquired) directly or indirectly by the Obligors to make

investments in (a) portfolio companies thereof, (b) real estate and real estate oriented investments and (c)

loans, “high yield” debt securities, derivative financial instruments, structured finance securities, hedge

agreements and/or similar securities, instruments and arrangements and equity interests.

“GAAP” means generally accepted accounting principles in the United States of

America.

“General Partner” means Carlyle Group Management, L.L.C., a Delaware limited

liability company, or any successor entity thereto that is Controlled by the Global Partners.

“Global Partners” means any natural person who hold Equity Interests in Carlyle

Holdings I L.P., Carlyle Holdings II L.L.C. and/or Carlyle Holdings III L.P., in each case, or any Parent

thereof, and is a senior partner-level member of management of the Obligors.

“Governmental Authority” means the government of the United States of America, the

Cayman Islands or any other nation, or any political subdivision thereof, whether provincial, state or

local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity

(including any federal or other association of or with which any such province, state or nation may be a

member or associated) exercising executive, legislative, judicial, taxing, regulatory or administrative

powers or functions of or pertaining to government (including any supra-national bodies such as the

European Union or the European Central Bank), including, with regard to any Broker-Dealer Subsidiary,

any self-regulatory organization or body with supervisory, regulatory or other authority over such Broker-

Dealer Subsidiary.

“Guarantee” of or by any Person (the “guarantor”) means any obligation, contingent or

otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness

or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or

indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or

advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to

purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to

purchase or lease property, securities or services for the purpose of assuring the owner of such

Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or

any other financial statement condition or liquidity of the primary obligor so as to enable the primary

obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of

credit or letter of guarantee issued to support such Indebtedness or obligation; provided that the term

Guarantee shall not include endorsements for collection or deposit in the ordinary course of business. The

amount of any Guarantee by any guaranteeing Person shall be deemed to be such Person’s maximum

reasonably anticipated liability in respect thereof as determined by such Person in good faith.

“Hazardous Materials” means all explosive or radioactive substances or wastes and all

hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates,

asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical

wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

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“Hedging Agreement” means any agreement with respect to any swap, forward, future or

derivative transaction or option or similar agreement involving, or settled by reference to, one or more

rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing

indices or measures of economic, financial or pricing risk or value or any similar transaction or any

combination of these transactions.

“Holders” means, collectively, the Administrative Agent, the Issuing Banks and the

Lenders and any holder of the obligations described the definition of “Obligations”.

“Increased Revolving Credit Facility Amendment Agreement” has the meaning assigned

to such term in Section 2.22.

“Incremental Term Facility” has the meaning assigned to such term in Section 2.21.

“Incremental Term Lender” means a Lender with an outstanding Incremental Term Loan.

“Incremental Term Loan” means a Loan made or deemed made pursuant to Section 2.21.

“Incremental Term Loan Amendment Agreement” has the meaning assigned to such term

in Section 2.21.

“Indebtedness” of any Person means, without duplication, (a) all obligations of such

Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or

similar instruments, (c) all obligations of such Person under conditional sale or other title retention

agreements relating to property acquired by such Person, (d) all obligations of such Person in respect of

the deferred purchase price of property or services (excluding (i) accounts payable incurred in the

ordinary course of business and (ii) any unsecured earn-out obligation or other contingent obligation

incurred as consideration for an acquisition until (x) such obligation becomes a liability on the balance

sheet of such Person in accordance with GAAP or (y) the liability on account of any such obligation

becomes fixed), (e) all Indebtedness of others secured by (or for which the holder of such Indebtedness

has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired

by such Person, whether or not the Indebtedness secured thereby has been assumed (with the value of

such Indebtedness being equal to the lesser of the value of the property subject to such Lien and the

amount of such Indebtedness), (f) all Guarantees by such Person of Indebtedness of others, (g) all Capital

Lease Obligations of such Person, (h) all obligations, contingent or otherwise, of such Person as an

account party in respect of letters of credit and letters of guarantee and (i) all obligations, contingent or

otherwise, of such Person in respect of bankers’ acceptances. The Indebtedness of any Person shall

include the Indebtedness of any other entity (including any partnership in which such Person is a general

partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or

other relationship with such entity, except to the extent the terms of such Indebtedness provide that such

Person is not liable therefor.

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with

respect to any payment made by or on account of any obligation of any Credit Party under any Loan

Document and (b) to the extent not otherwise described in (a), Other Taxes.

“Initial Borrower” and “Initial Borrowers” has the meaning assigned to such terms in the

preamble hereto.

“Interest Election Request” means a request by the Borrowers to convert or continue a

Borrowing in accordance with Section 2.06.

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“Interest Payment Date” means (a) with respect to any ABR Loan or RFR Loan, each

Quarterly Date and (b) with respect to any Term Benchmark Loan, the last day of each Interest Period

therefor and, in the case of any Interest Period of more than three months’ duration, each day prior to the

last day of such Interest Period that occurs at three-month intervals after the first day of such Interest

Period.

“Interest Period” means, for any Term Benchmark Loan or Borrowing, the period

commencing on the date of such Term Benchmark Loan or Borrowing and ending on the numerically

corresponding day in the calendar month that is one, three or six months thereafter (in each case, subject

to the availability for the Benchmark applicable to the relevant Loan or Commitment for any Agreed

Currency); provided that (i) if any Interest Period would end on a day other than a Business Day, such

Interest Period shall be extended to the next succeeding Business Day unless such next succeeding

Business Day would fall in the next calendar month, in which case such Interest Period shall end on the

next preceding Business Day, and (ii) any Interest Period that commences on the last Business Day of a

calendar month (or on a day for which there is no numerically corresponding day in the last calendar

month of such Interest Period) shall end on the last Business Day of the last calendar month of such

Interest Period. For purposes hereof, the date of a Term Benchmark Loan initially shall be the date on

which such Term Benchmark Loan is made and thereafter shall be the effective date of the most recent

conversion or continuation of such Term Benchmark Loan.

“Investment” means, for any Person, (a) the acquisition (whether for cash, property,

services or securities or otherwise) of capital stock, bonds, notes, debentures, partnership or other

ownership interests or other securities of any other Person; (b) the making of any advance, loan or other

extension of credit to, any other Person (including the purchase of property from another Person subject

to an understanding or agreement, contingent or otherwise, to resell such property to such Person), but

excluding any such advance, loan or extension of credit arising in connection with the sale of inventory,

supplies or services by such Person in the ordinary course of business; (c) the entering into of any

Guarantee of, or other contingent obligation with respect to, Indebtedness or other liability of any other

Person; or (d) the entering into of any Hedging Agreement.

“Issuing Bank” means (i) each Lead Arranger and any Affiliate thereof and (ii) any

Lender appointed by the Borrowers and reasonably acceptable to the Administrative Agent that shall have

agreed to be an Issuing Bank, in each case, in its capacity as an issuer of Letters of Credit hereunder, and

their successors in such capacity as provided in Section 2.04(j). An Issuing Bank may, in its discretion,

arrange for one or more Letters of Credit to be issued by Affiliates of such Issuing Bank, in which case

the term “Issuing Bank” shall include any such Affiliate with respect to Letters of Credit issued by such

Affiliate. The commitments of each Issuing Bank to provide Letters of Credit as of the Amendment

Effective Date are as set forth on Schedule 1.

“Japanese Yen” or “¥” refers to the lawful currency of Japan.

“LC Disbursement” means a payment made by an Issuing Bank pursuant to a Letter of

Credit.

“LC Exposure” means, at any time, the sum of (a) the aggregate undrawn amount of all

outstanding Letters of Credit at such time plus (b) the aggregate amount of all LC Disbursements that

have not yet been reimbursed by or on behalf of the Borrowers at such time (calculated, in the case of

Letters of Credit and LC Disbursements denominated in currencies other than Dollars, by reference to the

Dollar Equivalent thereof at such time). The LC Exposure of any Lender at any time shall be its

Applicable Percentage of the total LC Exposure at such time.

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“Lead Arrangers” means, collectively, Citibank, JPMorgan Chase Bank, N.A., BofA

Securities, Inc. and Wells Fargo Securities, LLC.

“Lenders” means the Persons listed on the Commitment Schedule, and any other Person

that shall have become a party hereto pursuant to an Assignment and Assumption, an Incremental Term

Loan Amendment Agreement or Increased Revolving Credit Facility Amendment Agreement, other than

any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption.

“Lender-Related Person” has the meaning assigned to such term in Section 10.03(d).

“Letter of Credit” means any letter of credit issued pursuant to this Agreement.

“Letter of Credit Commitment” means, with respect to each Issuing Bank, the

commitment, if any, of such Issuing Bank to issue, at any time and from time to time during the

Revolving Credit Availability Period, Letters of Credit denominated in Dollars or any Agreed Foreign

Currency for the account of a Borrower or a Subsidiary of a Borrower in such form as is acceptable to

such Issuing Bank in its reasonable determination. The initial aggregate amount of the Issuing Banks’

Letter of Credit Commitments as of the Amendment Effective Date is $150,000,000.

“Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge,

hypothecation, encumbrance, charge or security interest in, on or of such asset, and (b) the interest of a

vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any

financing lease having substantially the same economic effect as any of the foregoing) relating to such

asset.

“Loan Documents” means, collectively, this Agreement, any promissory note issued

pursuant to Section 2.08(g), the Subsidiary Guarantee Agreement and any amendments or supplements or

joinders to any Loan Document entered into from time to time.

“Loans” means the loans made and deemed made by the Lenders to the Borrowers

pursuant to this Agreement.

“Local Time” means, with respect to any Loan denominated in or any payment to be

made in any Currency, the local time in the Principal Financial Center for the Currency in which such

Loan is denominated or such payment is to be made.

“Management Fee Agreement” means any agreement governing the payment of, or any

interest of any Credit Party or any of its Subsidiaries in, any Management Fees, including the limited

partnership and other organizational agreements of each Fund Entity.

“Management Fee Earning Assets Amount” means, on any Quarterly Date, the aggregate

amount, without duplication, of (a) capital commitments to the applicable Fund Entity, (b) invested

capital of the applicable Fund Entity, or (c) total assets of the applicable Fund Entity, in each case, to the

extent used as the basis for calculating Management Fees for such Fund Entity on the applicable

Quarterly Date; provided that for purposes of the foregoing determination, (i) only Fund Entities with

respect to which any Management Fees shall have been paid, directly or indirectly, to the Obligors during

the four-quarter period ending on such Quarterly Date shall be included, (ii) any Fund Entity owned or

managed by a Non-Controlled Acquired Entity shall be excluded, (iii) any Fund Entity that is a CLO or

owned or managed by a CLO Management Subsidiary shall in each case be excluded and (iv) any Fund

Entity owned or managed by a Broker-Dealer Subsidiary shall in each case be excluded.

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“Management Fees” means (i) any and all management fees and other fees (excluding

incentive or performance fees dependent on investment performance or results) for management services

(whether pursuant to a Management Fee Agreement or otherwise) and any and all distributions received

by any Obligor or any Subsidiary thereof the source of which is Management Fees, (ii) any and all

“Management Fees” pursuant to any Management Fee Agreement, (iii) any and all payments with respect

to any Priority Profit Share (as defined in the Management Fee Agreements of Carlyle Europe Partners II,

L.P. and Carlyle Europe Partners III, L.P. or any other Fund Entity the Management Fee Agreement of

which is governed by the law of England), or the equivalent in any non-U.S. jurisdiction, and (iv) any and

all payments received which are treated as a credit or offset or otherwise reduce such fees, and shall in

any event include the “management fees” reported on the Obligors’ consolidated financial statements

prepared in accordance with GAAP. For the avoidance of doubt, it is understood that a Priority Profit

Share, and any payments with respect thereto, constitute “Management Fees” under clauses (i), (ii) and

(iv) of this definition.

“Margin Stock” means “margin stock” within the meaning of Regulations T, U and X of

the Board.

“Material Adverse Effect” means a material adverse effect on (a) the business, financial

condition, operations or properties of the Credit Parties, taken as a whole, (b) the ability of the Credit

Parties, taken as a whole, to perform their respective payment or other material obligations under the

Loan Documents or (c) the material rights of or benefits available to the Administrative Agent, the

Issuing Banks or the Lenders under this Agreement and the other Loan Documents, in each case taken as

a whole.

“Material Indebtedness” means Indebtedness of the type described in clauses (a), (b), (g)

and (h) of the definition of “Indebtedness” and any Guarantees of such Indebtedness (other than the Loans

and Letters of Credit) of any one or more Credit Parties and its Material Subsidiaries in an aggregate

principal amount exceeding $50,000,000.

“Material Subsidiary” means, on any date, any Subsidiary of any of the Obligors that has

had more than 5% of the revenue of the Obligors and their Consolidated Subsidiaries (determined on a

consolidated basis without duplication in accordance with GAAP) as reflected on the most recent

financial statements delivered pursuant to Section 6.01 prior to such date; provided that, if at any time the

revenue (determined on a consolidated basis without duplication in accordance with GAAP) of all

Subsidiaries of the Obligors which would otherwise not be Material Subsidiaries as provided above

exceeds 7% of the revenue of the Obligors and their Consolidated Subsidiaries (determined on a

consolidated basis without duplication in accordance with GAAP) at such time, then the 5% referred to

above in this definition shall be automatically reduced to the extent necessary such that, after giving effect

to such reduction, the revenue (determined on a consolidated basis without duplication in accordance with

GAAP) of all Subsidiaries of the Obligors which are not Material Subsidiaries does not exceed 7% of the

revenue of the Obligors and their Consolidated Subsidiaries (determined on a consolidated basis without

duplication in accordance with GAAP) at such time.

“Maturity Date” means May 29, 2030; provided that if such date is not a Business Day,

the Maturity Date shall be the immediately preceding Business Day.

“Moody’s” means Moody’s Investors Service, Inc. or any successor to the rating agency

business thereof.

“Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a)(3) of

ERISA.

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“Negotiation Period” has the meaning assigned to such term in Section 2.13.

“Net Cash Proceeds” means, with respect to any issuance or any sale of Equity Interests,

the cash proceeds received from such issuance or sale, net of attorneys’ fees, investment banking fees,

accountants’ fees, consulting fees, underwriting discounts and commissions and other customary fees and

expenses actually incurred in connection therewith.

“Net Income” means, for any period, (a) the net income (or loss) of the Obligors and their

Consolidated Subsidiaries for such period determined on a consolidated basis without duplication in

accordance with GAAP minus, to the extent included in such net income (or loss), (b) the net income of

any Consolidated Subsidiary of any Obligor to the extent that the declaration or payment of dividends or

similar distributions by that Consolidated Subsidiary of that net income is not at the time permitted by

operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or

governmental regulation applicable to that Consolidated Subsidiary.

“New Acquisition” means any acquisition of property or series of related acquisitions of

property that involves the payment of consideration by any Obligor or any of its Subsidiaries in excess of

$25,000,000;

“New Disposition” means, with respect to any property or asset, any sale, lease, sale and

leaseback, assignment, conveyance, transfer or disposition thereof that yields gross proceeds to any

Obligor or any of its Subsidiaries in excess of $25,000,000.

“Non-Consent Event” means (a) any Payment Default that shall have continued

unremedied for a period of the lesser of (i) 30 days after notice thereof to the Borrowers from the

Administrative Agent or any Lender or (ii) 60 days, and (b) any Bankruptcy Event of Default.

“Non-Controlled Acquired Entity” means an Acquired Entity that is not Controlled by

any Obligor or any of its Subsidiaries.

“Non-Defaulting Lender” means any Lender that is not a Defaulting Lender.

“Non-Guarantor Subsidiary” means any Subsidiary (other than an Obligor) of any

Obligor that is not a Subsidiary Guarantor.

“NYFRB” means the Federal Reserve Bank of New York.

“NYUCC” means the Uniform Commercial Code as in effect from time to time in the

State of New York.

“Obligations” means, collectively, the obligations of the Borrowers to pay when due the

principal of and interest on the Loans made by the Lenders to the Borrowers and all fees, indemnification

payments and other amounts whatsoever, whether direct or indirect, absolute or contingent, now or

hereafter from time to time owing to any Holder by the Borrowers under this Agreement and any other

Loan Document and from time to time owing to any Holder by any Credit Party under any of the Loan

Documents (including any and all amounts in respect of Letters of Credit), and all other obligations of the

Credit Parties under the Loan Documents.

“Obligors” means, collectively, the Borrowers and the Parent Guarantors.

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“Other Connection Taxes” means, with respect to any Administrative Agent or Lender,

Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction

imposing such Tax (other than connections arising from such Recipient having executed, delivered,

become a party to, performed its obligations under, received payments under, received or perfected a

security interest under, engaged in any other transaction pursuant to or enforced any Loan Documents, or

sold or assigned an interest in any Letter of Credit or Loan Document).

“Other Taxes” means any and all present or future stamp or documentary taxes or any

other excise or property taxes, charges or similar levies arising from any payment made hereunder or

under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with

respect to, this Agreement or any other Loan Document except any such Taxes that are Other Connection

Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.18).

“Outbound Investment Rules” means the regulations administered and enforced, together

with any related public guidance issued, by the United States Department of the Treasury under U.S.

Executive Order 14105, “Addressing United States Investments in Certain National Security

Technologies and Products in Countries of Concern” (August 9, 2023), as of the date of this Agreement,

and as codified at 31 C.F.R. § 850.101 et seq.

“Parent” means any direct or indirect parent of any Credit Party.

“Parent Guarantor” means TC Group L.L.C., Carlyle Holdings I L.P., Carlyle Holdings II

L.L.C., Carlyle Holdings III L.P., Carlyle Finance Subsidiary L.L.C. and each other Person that becomes a

Parent Guarantor hereunder pursuant to Section 2.24(a).

“Parent Guarantor Joinder Agreement” means the Parent Guarantor Joinder Agreement

substantially in the form of Exhibit I.

“Participant” means any Person to whom a participation is sold as permitted by

Section 10.04(d).

“Participant Register” has the meaning assigned to such term in Section 10.04(d).

“Patriot Act” means the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law

October 26, 2001)).

“Payment Default” means any Default described under Sections 8.01(a) or (b).

“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in

ERISA and any successor entity performing similar functions.

“Periodic Term SOFR Determination Day” has the meaning specified in the definition of

“Term SOFR”.

“Permitted Encumbrances” means:

(a)Liens imposed by law for Taxes that are not yet due or are being contested in

compliance with Section 6.04;

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(b)carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other

like Liens imposed by law, arising in the ordinary course of business and securing obligations that are not

overdue by more than 30 days or are being contested in compliance with Section 6.04;

(c)pledges and deposits made in the ordinary course of business in compliance with

workers’ compensation, unemployment insurance and other social security laws or regulations;

(d)deposits to secure the performance of bids, trade contracts, leases, statutory

obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each

case in the ordinary course of business;

(e)judgment liens in respect of judgments that do not constitute an Event of Default

under clause (k) of Article VIII; and

(f)easements, zoning restrictions, rights-of-way and similar encumbrances on real

property imposed by law or arising in the ordinary course of business that do not secure any monetary

obligations and do not materially detract from the value of the affected property or interfere with the

ordinary conduct of business of the Obligors or any of their respective Subsidiaries.

“Permitted Investments” means (a) marketable direct obligations issued by, or

unconditionally guaranteed by, the United States government or issued by any agency thereof and backed

by the full faith and credit of the United States of America, in each case maturing within two years from

the date of acquisition; (b) certificates of deposit, time deposits, eurodollar time deposits or overnight

bank deposits having maturities of one year or less from the date of acquisition issued by any Lender or

by any commercial bank organized under the laws of the United States of America or any state thereof

having combined capital and surplus of not less than $250,000,000; (c) commercial paper of an issuer

rated at least A-2 by S&P or P-2 by Moody’s, or carrying an equivalent rating by a nationally recognized

rating agency if both of the two named rating agencies cease publishing ratings of commercial paper

issuers generally, and maturing within one year from the date of acquisition; (d) repurchase obligations of

any Lender or of any commercial bank satisfying the requirements of clause (b) of this definition, having

a term of not more than 30 days with respect to securities issued or fully guaranteed or insured by the

United States government; (e) securities with maturities of two years or less from the date of acquisition

issued or fully guaranteed by any state, commonwealth or territory of the United States of America, by

any political subdivision or taxing authority of any such state, commonwealth or territory or by any

foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing

authority or foreign government (as the case may be) are rated at least A by S&P or A-2 by Moody’s; (f)

securities with maturities of two years or less from the date of acquisition backed by standby letters of

credit issued by any Lender or any commercial bank satisfying the requirements of clause (b) of this

definition; and (g) money market funds that (i) purport to comply generally with the criteria set forth in

SEC Rule 2a-7 under the Investment Company Act of 1940 and (ii) are rated AAA by S&P or Aaa by

Moody’s or carrying an equivalent rating by a nationally recognized rating agency and shares of money

market mutual or similar funds which invest exclusively in assets satisfying the requirements of any of

clauses (a) through (f) of this definition.

“Permitted Investors” means (a) any Person who is a founder, an officer or otherwise a

member of the management team of any Obligor on the Amendment Effective Date (including Daniel A.

D’Aniello, William E. Conway, Jr. and David M. Rubenstein), (b) any Person that (A) is a natural person,

(B) directly or indirectly holds Equity Interests in any Obligor (or any Parent thereof) and (C) is an officer

or otherwise a member of the management team or a partner-level personnel of any Obligor (or any

Parent thereof), (c) any trust or other personal planning vehicle formed by any Person described in clauses

(a) through (b) above that directly or indirectly owns Equity Interests in any of the Obligors or any Parent

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thereof and (d) any Person, all or substantially all of whose Equity Interests are owned or Controlled by

Persons described in clauses (a) through (c) hereof or any group (within the meaning of the Securities

Exchange Act of 1934 and the rules of the SEC thereunder as in effect on the Amendment Effective Date)

consisting of such Persons.

“Permitted Jurisdiction” means any state of the United States of America, any province or

territory of Canada, the Cayman Islands and Scotland.

“Person” means any natural person, corporation, limited liability company, trust, joint

venture, association, company, partnership, Governmental Authority or other entity.

“Plan” means any employee pension benefit plan (other than a Multiemployer Plan)

subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA which

is sponsored, maintained or contributed to by any Obligor or any of its ERISA Affiliates.

“Prime Rate” means the rate of interest announced publicly by Citibank as its prime rate

in effect at its principal office in New York City.

“Principal Financial Center” means, in the case of any Currency, the principal financial

center where such Currency is cleared and settled, as determined by the Administrative Agent.

“Pro Forma Compliance” means with respect to any event or transaction, including any

Restructuring Transaction (each a “Relevant Transaction”; the consummation date of such Relevant

Transaction being the “Relevant Transaction Consummation Date”), the Obligors shall be in compliance

with (a)Section 7.08, which compliance shall be determined as of such Relevant Transaction

Consummation Date immediately after giving effect to such Relevant Transaction and as if each reference

therein to “Quarterly Date” were instead a reference to such Relevant Transaction Consummation Date;

and (b)Section 7.10, which compliance shall be determined as of such Relevant Transaction

Consummation Date immediately after giving effect to the incurrence, assumption and/or repayment of

Indebtedness in connection with such Relevant Transaction and as if the reference therein to “last day of

any fiscal quarter” was instead a reference to such Relevant Transaction Consummation Date.

“Pro Rata Share” has the meaning assigned to such term in Section 3.07.

“PTE” means a prohibited transaction class exemption issued by the U.S. Department of

Labor, as any such exemption may be amended from time to time.

“Quarterly Dates” means the last Business Day of March, June, September and December

in each year.

“Rating” means the rating that has been most recently announced by S&P (or, in the case

of a private “Rating” by S&P, most recently notified by S&P to the Obligors or any Holder) for the long

term counterparty credit rating of each Obligor.

“Recipient” means (a) the Administrative Agent, (b) any Lender or (c) any Issuing Bank,

as applicable.

“Reference Period” means any period of four consecutive fiscal quarters.

“Register” has the meaning assigned to such term in Section 10.04(c).

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“Related Parties” means, with respect to any Person, such Person’s Affiliates and the

partners, directors, officers, employees, agents and advisors of such Person and of such Person’s

Affiliates.

“Relevant Rate” means (i) with respect to any Term Benchmark Borrowing denominated

in Dollars, the Adjusted Term SOFR Rate, (ii) with respect to any Term Benchmark Borrowing

denominated in Euros, the Adjusted EURIBOR Rate, (iii) with respect to any Loan denominated in

Japanese Yen, the applicable Adjusted Daily Simple RFR or (iv) with respect to any Loan denominated in

Sterling, the applicable Adjusted Daily Simple RFR.

“Relevant Transaction” has the meaning assigned to such term in the definition of “Pro

Forma Compliance”.

“Relevant Transaction Consummation Date” has the meaning assigned to such term in

the definition of “Pro Forma Compliance”.

“Required Lenders” means, at any time, Lenders having Revolving Credit Exposures,

unused Revolving Credit Commitments and outstanding Incremental Term Loans representing more than

50% of the sum of the total Revolving Credit Exposures, unused Revolving Credit Commitments and

outstanding Incremental Term Loans at such time.

“Requirement of Law” means, with respect to any Person, the certificate of incorporation

and by-laws or other organizational or governing documents of such Person, and any law, treaty, rule or

regulation or determination of an arbitrator or a court or other Governmental Authority, in each case

applicable to or binding upon such Person or any of its property or to which such Person or any of its

property is subject.

“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK

Financial Institution, a UK Resolution Authority.

“Responsible Officer” means, with respect to any Person, the chief executive officer,

president, chief financial officer (or similar title), chief operating officer, managing director, chief

accounting officer, controller, treasurer (or similar title) or vice president (or similar title) of such Person,

and, with respect to financial matters, the chief financial officer (or similar title), controller or treasurer

(or similar title) of such Person.

“Restricted Payment” means any dividend or other distribution (whether in cash,

securities or other property) with respect to any Equity Interests of any Obligor or any of its Subsidiaries

(other than dividends and distributions on Equity Interests payable solely by the issuance of additional

shares of Equity Interests of the Person paying such dividends or distributions), or any payment (whether

in cash, securities or other property), including any sinking fund or similar deposit, on account of the

purchase, redemption, retirement, acquisition, cancellation or termination of any such Equity Interests or

any option, warrant or other right to acquire any such Equity Interests.

“Restructuring Transaction” has the meaning assigned to such term in Section 7.03(d).

“Revolving Credit Availability Period” means the period from and including the

Amendment Effective Date to but excluding the earlier of the Maturity Date and the date of termination of

the Revolving Credit Commitments.

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“Revolving Credit Borrowing” means any Borrowing comprised of Loans made pursuant

to Section 2.01(a).

“Revolving Credit Commitment” means, with respect to each Lender, the commitment, if

any, of such Lender to make Revolving Credit Loans and to acquire participations in Letters of Credit

hereunder, expressed as a Dollar amount representing the maximum aggregate amount of such Lender’s

Revolving Credit Exposure hereunder, as such commitment may be (i) reduced from time to time

pursuant to Section 2.07, (ii) increased from time to time pursuant to Section 2.22 and (iii) reduced or

increased from time to time pursuant to assignments by or to such Lender pursuant to Section 10.04. The

initial amount of each Lender’s Revolving Credit Commitment as of the Amendment Effective Date is set

forth on the Commitment Schedule, or, in the case of a Lender that assumes a Revolving Credit

Commitment after the Amendment Effective Date, in the Assignment and Assumption pursuant to which

such Lender shall have assumed such Revolving Credit Commitment. The initial aggregate amount of the

Lenders’ Revolving Credit Commitments as of the Amendment Effective Date is $1,000,000,000.

“Revolving Credit Exposure” means, with respect to any Lender at any time, the sum of

the outstanding principal amount of such Lender’s Revolving Credit Loans and its LC Exposure at such

time.

“Revolving Credit Facility” means, at any time, the aggregate amount of the Revolving

Credit Lenders’ Revolving Credit Commitments at such time.

“Revolving Credit Increase Effective Date” has the meaning assigned to such term in

Section 2.22.

“Revolving Credit Lender” means a Lender with a Revolving Credit Commitment or, if

the Revolving Credit Commitments have terminated or expired, a Lender with Revolving Credit

Exposure.

“Revolving Credit Loan” means a Loan made pursuant to Section 2.01(a).

“RFR” means, for any Loans, interest, fees, commissions or other amounts denominated

in, or calculated with respect to, (a) Sterling, SONIA and (b) Japanese Yen, TONAR.

“RFR Borrowing” means, as to any Borrowing, the RFR Loans comprising such

Borrowing.

“RFR Business Day” means, for any Loans, interest, fees, commissions or other amounts

denominated in, or calculated with respect to, (a) Sterling, any day except for (i) a Saturday, (ii) a Sunday

or (iii) a day on which banks are closed for general business in London or (b) Japanese Yen, any day

except for (i) a Saturday, (ii) a Sunday or (iii) a day on which banks are closed for general business in

Japan; provided that for purposes of notice requirements herein, such day is also a Business Day.

“RFR Loan” means a Loan that bears interest at a rate based on Adjusted Daily Simple

RFR.

“RFR Rate Day” has the meaning specified in the definition of “Adjusted Daily Simple

RFR”.

“S&P” means Standard & Poor’s Ratings Group, Inc., or any successor to the rating

agency business thereof.

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“Sanctions” means economic or financial sanctions or trade embargoes imposed,

administered or enforced from time to time by (a) the U.S. government, including those administered by

the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of

State, or (b) the United Nations Security Council, the European Union, Canada or His Majesty’s Treasury

of the United Kingdom.

“Sanctioned Country” means, at any time, a country or territory which is the subject or

target of comprehensive country- or territory-wide Sanctions (as of the date of the Amendment Effective

Date, Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine, and the so-called Donetsk People’s

Republic and Luhansk People’s Republic regions of Ukraine).

“Sanctioned Person” means, at any time, (a) any Person listed in the list of Specially

Designated Nationals and Blocked Persons maintained by the Office of Foreign Assets Control of the

U.S. Department of the Treasury, and any Person listed in any other Sanctions-related list of designated

Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the

U.S. Department of State, the United Nations Security Council, the European Union, any EU member

state or His Majesty’s Treasury of the United Kingdom, (b) any Person organized or resident in a

Sanctioned Country or (c) any Person owned or controlled by any such Person(s) described in the

foregoing clauses.

“SEC” means the United States Securities and Exchange Commission.

“SOFR” means a rate equal to the secured overnight financing rate as administered by the

SOFR Administrator.

“SOFR Administrator” means the Federal Reserve Bank of New York (or a successor

administrator of the secured overnight financing rate).

“Solvent” means, with respect to any Person, as of any date of determination, (a) the

amount of the “present fair saleable value” of the assets of such Person will, as of such date, exceed the

amount of all “liabilities of such Person, contingent or otherwise”, as of such date, as such quoted terms

are determined in accordance with applicable federal and state laws governing determinations of the

insolvency of debtors, (b) the present fair saleable value of the assets of such Person will, as of such date,

be greater than the amount that will be required to pay the liability of such Person on its debts as such

debts become absolute and matured, (c) such Person will not have, as of such date, an unreasonably small

amount of capital with which to conduct its business and (d) such Person will be able to pay its debts as

they mature. For purposes of this definition, (i) “debt” means liability on a “claim”, (ii) “claim” means

any (x) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated,

fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or

(y) right to an equitable remedy for breach of performance if such breach gives rise to a right to payment,

whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured or

unmatured, disputed, undisputed, secured or unsecured and (iii) except as otherwise provided by

applicable law, the amount of “contingent liabilities” at any time shall be the amount thereof which, in

light of all the facts and circumstances existing at such time, can reasonably be expected to become actual

or matured liabilities.

“SONIA” means a rate equal to the Sterling Overnight Index Average as administered by

the SONIA Administrator.

“SONIA Adjustment” means a percentage equal to 0.1193% (11.93 basis points) per

annum.

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“SONIA Administrator” means the Bank of England (or any successor administrator of

the Sterling Overnight Index Average).

“SONIA Administrator’s Website” means the Bank of England’s website, currently at

http://www.bankofengland.co.uk, or any successor source for the Sterling Overnight Index Average

identified as such by the SONIA Administrator from time to time.

“Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of

which is the number one and the denominator of which is the number one minus the aggregate of the

maximum reserve percentage (including any marginal, special, emergency, or supplemental reserves)

established by the Federal Reserve Board to which the Administrative Agent is subject with respect to the

Adjusted EURIBOR Rate for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in

Regulation D of the Federal Reserve Board). Such reserve percentages shall include those imposed

pursuant to such Regulation D of the Federal Reserve Board. Term Benchmark Loans denominated in

Euros shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements

without benefit of or credit for proration, exemptions or offsets that may be available from time to time to

any Lender under such Regulation D of the Federal Reserve Board or any comparable regulation. The

Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in

any reserve percentage.

“Sterling” or “£” refers to the lawful currency of the United Kingdom.

“Subject Parties” means, collectively, the Credit Parties and the Material Subsidiaries.

“Subsidiary” means, with respect to any Person (the “parent”) at any date, any

corporation, limited liability company, partnership, association or other entity the accounts of which

would be consolidated with those of the parent in the parent’s consolidated financial statements if such

financial statements were prepared in accordance with GAAP as of such date, as well as any other

corporation, limited liability company, partnership, association or other entity (a) of which securities or

other ownership interests representing more than 50% of the equity or more than 50% of the ordinary

voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of

such date, owned, controlled or held, or (b) that is, as of such date, otherwise Controlled, by the parent or

one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent,

provided that “Subsidiary” shall not include any Fund Entity and any Subsidiary of any Fund Entity and

“Subsidiary” shall not in any event include UrbPlan.

“Subsidiary Guarantee Agreement” means the Second Amended and Restated Subsidiary

Guarantee Agreement dated as of May 29, 2025, among each of the Subsidiary Guarantors and the

Administrative Agent.

“Subsidiary Guarantee Joinder Agreement” means the Subsidiary Guarantor Joinder

Agreement substantially in the form of Exhibit A to the Subsidiary Guarantee Agreement.

“Subsidiary Guarantor” means each Person that becomes a party to the Subsidiary

Guarantee Agreement pursuant to Section 2.24(b). The Subsidiary Guarantors as of the Amendment

Effective Date are set forth in Schedule 2.

“TARGET2” means the real time gross settlement system operated by the Eurosystem, or

any successor system.

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“Target Day” means any day on which TARGET2 (or, if such payment system ceases to

be operative, such other payment system, if any, determined by the Administrative Agent to be a suitable

replacement) is open for the settlement of payments in Euro.

“Taxes” means all present or future taxes, levies, imposts, duties, deductions,

withholdings, assessments, fees or other charges imposed by any Governmental Authority, including any

interest, additions to tax or penalties applicable thereto.

“Term”, when used in reference to any Loan or Borrowing, refers to whether the Class of

such Loan or Borrowing is Term, as opposed to Revolving Credit.

“Term Benchmark” when used in reference to any Loan or Borrowing, refers to whether

such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by

reference to the Adjusted Term SOFR Rate or the Adjusted EURIBOR Rate.

“Term SOFR” means, for any calculations with respect to any Term Benchmark Loan

denominated in Dollars, the Term SOFR Reference Rate for a tenor comparable to the applicable Interest

Period on the day (such day, the “Periodic Term SOFR Determination Day”) that is two U.S. Government

Securities Business Days prior to the first day of such Interest Period, as such rate is published by the

Term SOFR Administrator; provided that if as of 5:00 p.m. (New York City time) on any Periodic Term

SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published

by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR

Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor

as published by the Term SOFR Administrator on the first preceding U.S. Government Securities

Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term

SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not

more than three (3) U.S. Government Securities Business Days prior to such Periodic Term SOFR

Determination Day.

“Term SOFR Adjustment” means a percentage equal to 0.10% per annum.

“Term SOFR Administrator” means CME Group Benchmark Administration Limited

(CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Administrative

Agent in its reasonable discretion).

“Term SOFR Reference Rate” means the forward-looking term rate based on SOFR.

“TONAR” means a rate equal to the Tokyo Overnight Average Rate as administered by

the TONAR Administrator.

“TONAR Adjustment” means a percentage equal to 0.00835% (0.835 basis points) per

annum.

“TONAR Administrator” means the Bank of Japan (or any successor administrator of the

Tokyo Overnight Average Rate).

“TONAR Administrator’s Website” means the Bank of Japan’s website, currently at

http://www.boj.or.jp, or any successor source for the Tokyo Overnight Average Rate identified as such by

the TONAR Administrator from time to time.

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“Total Indebtedness” means, at any time, the aggregate outstanding amount of (i)

Indebtedness of the type described in clauses (a), (b), (g), (h) and (i) of the definition of “Indebtedness”,

and any Guarantees of such Indebtedness and (ii) all obligations in respect of any earn-out obligation or

other contingent obligation that becomes a liability on the balance sheet of such Person in accordance

with GAAP or becomes fixed, and any Guarantees of such obligations, in each case of the Obligors and

their Consolidated Subsidiaries (determined on a consolidated basis without duplication in accordance

with GAAP) at such time, excluding (A) any Indebtedness of a CLO Management Subsidiary incurred

pursuant to and in accordance with Section 7.01(k) and (B) any Indebtedness of a Broker-Dealer

Subsidiary incurred pursuant to and in accordance with Section 7.01(l). Notwithstanding the last sentence

of the definition of “Guarantee”, for purposes of determining the aggregate outstanding amount of any

Indebtedness contemplated by this definition, the amount of any Guarantee shall be deemed to equal the

aggregate outstanding principal amount of the Indebtedness that is guaranteed by such Guarantee.

“Total Indebtedness Ratio” means, at any time, the ratio of (a) the sum of (i) Total

Indebtedness at such time minus (ii) the aggregate amount of Unrestricted Cash of the Obligors and their

Consolidated Subsidiaries (determined on a consolidated basis without duplication in accordance with

GAAP) at such time to (b) EBITDA for the period of four consecutive fiscal quarters ending at such time

or the most recently ended prior to such time.

“Transactions” means the execution, delivery and performance by each Credit Party of

this Agreement and the other Loan Documents to which such Obligor is a party, the borrowing of Loans,

the use of the proceeds thereof and the issuance of Letters of Credit hereunder.

“Type”, when used in reference to any Loan or Borrowing, refers to whether the rate of

interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the

Adjusted Term SOFR Rate, Adjusted EURIBOR Rate, Adjusted Daily Simple RFR or the Alternate Base

Rate.

“UK Financial Institution” means any BRRD Undertaking (as such term is defined under

the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential

Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from

time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain

credit institutions and investment firms, and certain affiliates of such credit institutions or investment

firms.

“UK Resolution Authority” means the Bank of England or any other public

administrative authority having responsibility for the resolution of any UK Financial Institution.

“Unadjusted Benchmark Replacement” means the Benchmark Replacement excluding

the Benchmark Replacement Adjustment.

“Unrestricted Cash” means the aggregate amount of cash held in bank accounts of the

Obligors and their Consolidated Subsidiaries (determined on a consolidated basis without duplication in

accordance with GAAP) to the extent that the use of such cash for application to payment of the

Obligations or other Indebtedness is not prohibited by law or any written contractual agreement

(including, with respect to cash held in a bank account of any Consolidated Subsidiary of an Obligor, that

such Consolidated Subsidiary is not subject to any restriction on its ability to distribute such cash to the

Obligors), and such cash and cash equivalents are free and clear of all Liens (other than any statutory

Liens in favor of banks (including rights of set-off)); provided that Unrestricted Cash shall not include

any cash of any CLO Management Subsidiary or Broker-Dealer Subsidiary.

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“UrbPlan” means SCPL Brazil Real Estate I Fundo de Investimento em Participacoes and

its Subsidiaries, including Carlyle SDU Participacoes S.A., UrbPlan Desenvolvimento Urbano S.A. and

their respective Subsidiaries.

“U.S. Lender” has the meaning assigned to such term in Section 2.16(f).

“Withdrawal Liability” means liability to a Multiemployer Plan as a result of a complete

or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of

Title IV of ERISA.

“Withholding Agent” means any Obligor or the Administrative Agent.

“Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution

Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time

under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion

powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom,

any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify

or change the form of a liability of any UK Financial Institution or any contract or instrument under

which that liability arises, to convert all or part of that liability into shares, securities or obligations of that

person or any other person, to provide that any such contract or instrument is to have effect as if a right

had been exercised under it or to suspend any obligation in respect of that liability or any of the powers

under that Bail-In Legislation that are related to or ancillary to any of those powers.

SECTION 1.02 Terms Generally. The definitions of terms herein shall apply equally to

the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall

include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and

“including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be

construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise

(a) any definition of or reference to any agreement, instrument or other document herein shall be

construed as referring to such agreement, instrument or other document as from time to time amended,

supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or

modifications set forth herein), (b) any reference herein to any Person shall be construed to include such

Person’s successors and permitted assigns, (c) the words “herein”, “hereof” and “hereunder”, and words

of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular

provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed

to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (e) any reference to

any law or regulation herein shall, unless otherwise specified, refer to such law or regulation as amended,

modified or supplemented from time to time and (f) the words “asset” and “property” shall be construed

to have the same meaning and effect and to refer to any and all tangible and intangible assets and

properties, including cash, securities, accounts and contract rights. References to any Cayman Islands

exempted limited partnership taking any action or holding any property shall be deemed to be references

to such Person taking such action or holding such property, as applicable, through and by its general

partner (or, as the case may be, such general partners’ ultimate general partner).

SECTION 1.03 Accounting Terms; GAAP.

(a)Subject to paragraphs (b) and (c) of this Section, and except as otherwise

expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance

with GAAP as in effect from time to time; provided that if the Borrowers notify the Administrative Agent

that the Borrowers request an amendment to any provision hereof to eliminate the effect of any change

occurring after the Amendment Effective Date in GAAP or in the application thereof on the operation of

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such provision (or if the Administrative Agent notifies the Borrowers that the Required Lenders request

an amendment to any provision hereof for such purpose), regardless of whether any such notice is given

before or after such change in GAAP or in the application thereof, then such provision shall be interpreted

on the basis of GAAP as in effect and applied immediately before such change shall have become

effective until such notice shall have been withdrawn or such provision amended in accordance herewith.

(b)All measurements or calculations of Indebtedness used in determining

compliance with any covenant, condition or agreement contained in Article VII shall be made excluding

the effect of Financial Accounting Standard No. 159.

(c)The definition of Capital Lease Obligations shall be determined in accordance

with GAAP as in effect on the Amendment Effective Date.

SECTION 1.04 Currencies; Currency Equivalents. At any time, any reference in the

definition of the term “Agreed Foreign Currency” or in any other provision of this Agreement to the

Currency of any particular nation means the lawful currency of such nation at such time whether or not

the name of such Currency is the same as it was on the Amendment Effective Date. Except as provided

in Section 2.09(b) and the last sentence of Section 2.17(a), for purposes of determining (i) whether the

amount of any Borrowing or Letter of Credit, together with all other Borrowings and Letters of Credit

then outstanding or to be borrowed at the same time as such Borrowing, would exceed the aggregate

amount of the Revolving Credit Commitments, (ii) the aggregate unutilized amount of the Revolving

Credit Commitments and (iii) the outstanding aggregate principal amount of Borrowings and LC

Exposure, the outstanding principal amount of any Borrowing or Letter of Credit that is denominated in

any Foreign Currency shall be deemed to be the Dollar Equivalent of the amount of the Foreign Currency

of such Borrowing or Letter of Credit determined as of the date of such Borrowing (determined in

accordance with the last sentence of the definition of the term “Interest Period”) or Letter of Credit.

Wherever in this Agreement in connection with a Borrowing, Loan or Letter of Credit an amount, such as

a required minimum or multiple amount, is expressed in Dollars, but such Borrowing, Loan or Letter of

Credit is denominated in a Foreign Currency, such amount shall be the relevant Foreign Currency

Equivalent of such Dollar amount (rounded to the nearest 1,000 units of such Foreign Currency).

SECTION 1.05 Divisions. For all purposes under the Loan Documents, in connection

with any division or plan of division under Delaware law (or any comparable event under a different

jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right,

obligation or liability of a different Person, then it shall be deemed to have been transferred from the

original Person to the subsequent Person, and (b) if any new Person comes into existence, such new

Person shall be deemed to have been organized on the first date of its existence by the holders of its

capital stock at such time.

SECTION 1.06 Rates. The Administrative Agent does not warrant or accept

responsibility for, and shall not have any liability with respect to (a) the continuation of, administration

of, submission of, calculation of or any other matter related to the Alternate Base Rate, the Adjusted Daily

Simple RFR, the Adjusted EURIBOR Rate, the EURIBOR Rate, the Adjusted Term SOFR Rate, the

Term SOFR Reference Rate or Term SOFR, or any component definition thereof or rates referred to in

the definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark

Replacement), including whether the composition or characteristics of any such alternative, successor or

replacement rate (including any Benchmark Replacement) will be similar to, or produce the same value or

economic equivalence of, or have the same volume or liquidity as, the Alternate Base Rate, the Adjusted

Daily Simple RFR, the Adjusted EURIBOR Rate, the EURIBOR Rate, the Adjusted Term SOFR Rate,

the Term SOFR Reference Rate or Term SOFR or any other Benchmark prior to its discontinuance or

unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The

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Administrative Agent and its affiliates or other related entities may engage in transactions that affect the

calculation of the Alternate Base Rate, the Adjusted Daily Simple RFR, the Adjusted EURIBOR Rate, the

EURIBOR Rate, the Adjusted Term SOFR Rate, the Term SOFR Reference Rate or Term SOFR, any

alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant

adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may

select information sources or services in its reasonable discretion to ascertain the Alternate Base Rate, the

Adjusted Daily Simple RFR, the Adjusted EURIBOR Rate, the EURIBOR Rate, the Adjusted Term

SOFR Rate, the Term SOFR Reference Rate or Term SOFR or any other Benchmark, in each case

pursuant to the terms of this Agreement, and shall have no liability to the Borrowers, any Lender or any

other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or

consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at

law or in equity), for any error or calculation of any such rate (or component thereof) provided by any

such information source or service.

SECTION 1.07 Effect of Amendment and Restatement. On the Amendment Effective

Date, the Existing Credit Agreement shall be amended and restated in its entirety in the form hereof.

ARTICLE II

THE CREDITS

SECTION 2.01 Revolving Credit Loans.

(a)Revolving Credit Loans. Subject to the terms and conditions set forth herein,

each Revolving Credit Lender agrees to make Revolving Credit Loans in Dollars or in any Agreed

Foreign Currency to the Borrowers from time to time during the Revolving Credit Availability Period in

an aggregate principal amount that will not result in (i) such Lender’s Revolving Credit Exposure

exceeding such Lender’s Revolving Credit Commitment or (ii) the total Revolving Credit Exposures

exceeding the total Revolving Credit Commitments. Within the foregoing limits and subject to the terms

and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Credit Loans.

If any Existing Revolving Credit Loans or Existing Letters of Credit shall be outstanding

immediately prior to the Amendment Effective Date, the Borrowers shall borrow Revolving Credit Loans

from the Revolving Credit Lenders, and the Revolving Credit Lenders shall make Revolving Credit Loans

to the Borrowers (in the case of Eurocurrency Revolving Credit Loans, with Interest Periods commencing

on the Amendment Effective Date and ending on the date as shall have been previously notified to the

Lenders in connection therewith) and shall be deemed to have acquired participations in any Existing

Letters of Credit, in each case on the Amendment Effective Date, so that after giving effect to such

Revolving Credit Loans and purchases, the Revolving Credit Loans and LC Exposure in respect of all

outstanding Letters of Credit shall be held by the Revolving Credit Lenders ratably in accordance with the

respective amounts of their Revolving Credit Commitments as of the Amendment Effective Date as set

forth on Schedule 1. To effect the foregoing payments, the related transfers of funds shall be netted to the

extent necessary to minimize the actual flows of funds between the relevant parties.

SECTION 2.02 Loans and Borrowings.

(a)Obligations of Lenders. Each Revolving Credit Loan shall be made as part of a

Borrowing consisting of Revolving Credit Loans of the same Type and Currency made by the Revolving

Credit Lenders ratably in accordance with their respective Revolving Credit Commitments. The failure of

any Revolving Credit Lender to make any Revolving Credit Loan required to be made by it shall not

relieve any other Revolving Credit Lender of its obligations hereunder; provided that the Revolving

Credit Commitments of the Revolving Credit Lenders are several and no Revolving Credit Lender shall

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be responsible for any other Revolving Credit Lender’s failure to make Revolving Credit Loans as

required.

(b)Type of Loans. Subject to Section 2.12, each Borrowing shall be comprised

entirely of ABR Loans, Term Benchmark Loans or RFR Loans denominated in a single Currency as the

Borrowers may request in accordance herewith. Each ABR Loan shall be denominated in Dollars. Each

Revolving Credit Lender at its option may make any Loan by causing any domestic or foreign branch or

Affiliate of such Revolving Credit Lender to make such Revolving Credit Loan; provided that any

exercise of such option shall not affect the obligation of the Borrowers to repay such Revolving Credit

Loan in accordance with the terms of this Agreement.

(c)Minimum Amounts; Limitation on Number of Borrowings. Each Term

Benchmark Borrowing or RFR Borrowing shall be in an aggregate amount of $10,000,000 or a whole

multiple of $1,000,000 in excess thereof. Each ABR Borrowing shall be in an aggregate amount equal to

$5,000,000 or a whole multiple of $1,000,000 in excess thereof; provided that a Revolving Credit ABR

Borrowing may be in an aggregate amount that is equal to the entire unused balance of the total

Revolving Credit Commitments or that is required to finance the reimbursement of an LC Disbursement

as contemplated by Section 2.04(f). Borrowings of more than one Class, Type and Currency may be

outstanding at the same time; provided that there shall not at any time be more than a total of fourteen

Term Benchmark Borrowings or RFR Borrowings outstanding.

(d)Limitations on Interest Periods. Notwithstanding any other provision of this

Agreement, the Borrowers shall not be entitled to request (or to elect to convert to or continue as a Term

Benchmark Borrowing):

(i)any Revolving Credit Borrowing if the Interest Period requested therefor

would end after the Maturity Date; or

(ii)any Term Borrowing if the Interest Period requested therefor would end

after the maturity date applicable thereto.

SECTION 2.03 Requests for Borrowings.

(a)Notice by the Borrowers. To request a Borrowing, the Borrowers shall notify the

Administrative Agent of such request by telephone (i) in the case of a Term Benchmark Borrowing

denominated in Dollars, not later than 10:00 a.m., New York City time, two Business Days before the

date of the proposed Borrowing, (ii) in the case of a Term Benchmark Borrowing denominated in a Euros,

not later than 10:00 a.m., London time, four Business Days before the date of the proposed Borrowing,

(iii) in the case of a RFR Borrowing denominated in a Foreign Currency, not later than 10:00 a.m.,

London time, five Business Days before the date of the proposed Borrowing, or (iv) in the case of an

ABR Borrowing, not later than 10:00 a.m., New York City time, on the date of the proposed Borrowing.

Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand

delivery or telecopy to the Administrative Agent of a written Borrowing Request in a form approved by

the Administrative Agent and signed by the Borrowers.

(b)Content of Borrowing Requests. Each telephonic and written Borrowing Request

shall specify the following information in compliance with Section 2.02:

(i)the Currency of the requested Borrowing;

(ii)the date of such Borrowing, which shall be a Business Day;

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(iii)whether such Borrowing is to be an ABR Borrowing, a Term Benchmark

Borrowing or an RFR Borrowing;

(iv)in the case of a Term Benchmark Borrowing, the Interest Period therefor,

which shall be a period contemplated by the definition of the term “Interest Period” and permitted

under Section 2.02(d);

(v)the identity of the Borrower that is to receive the proceeds of such

Borrowing; and

(vi)the location and number of the applicable Borrower’s account to which

funds are to be disbursed.

(c)Notice by the Administrative Agent to the Lenders. Promptly following receipt

of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each

Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested

Borrowing.

(d)Failure to Elect. If no election as to the Currency of a Revolving Credit

Borrowing is specified, then the requested Revolving Credit Borrowing shall be denominated in Dollars.

If no election as to the Type of a Borrowing is specified, then the requested Borrowing shall be an ABR

Borrowing unless (i) if such Borrowing is a Revolving Credit Borrowing as to which Euros has been

specified, then in which case the requested Revolving Credit Borrower shall be a Term Benchmark

Borrowing having an Interest Period of one month, and (ii) if such Borrowing is a Revolving Credit

Borrowing as to which any other Agreed Foreign Currency has been specified, then in which case the

requested Revolving Credit Borrowing shall be a RFR Borrowing denominated in such Agreed Foreign

Currency. If no Interest Period is specified with respect to any requested Term Benchmark Borrowing,

the Borrowers shall be deemed to have selected an Interest Period of one month’s duration.

SECTION 2.04 Letters of Credit.

(a)General. Subject to the terms and conditions set forth herein, in addition to the

Loans provided for in Section 2.01, the Borrowers may request any Issuing Bank to issue, at any time and

from time to time during the Revolving Credit Availability Period, Letters of Credit denominated in

Dollars or any Agreed Foreign Currency for the account of a Borrower or a Subsidiary of a Borrower in

such form as is acceptable to such Issuing Bank in its reasonable determination. Letters of Credit issued

hereunder shall constitute utilization of the Revolving Credit Commitments. On the Amendment

Effective Date, the Existing Letters of Credit shall be deemed to be “Letters of Credit” for all purposes of

this Agreement and the other Loan Documents.

(b)Notice of Issuance, Amendment, Renewal or Extension. To request the issuance

of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the

Borrowers shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for

doing so have been approved by the respective Issuing Bank) to an Issuing Bank selected by them with a

copy to the Administrative Agent (reasonably in advance of the requested date of issuance, amendment,

renewal or extension) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of

Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or

extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which

shall comply with paragraph (d) of this Section), the amount and Currency of such Letter of Credit, the

name and address of the beneficiary thereof and such other information as shall be necessary to prepare,

amend, renew or extend such Letter of Credit. If requested by the respective Issuing Bank, the Borrowers

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also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with

any request for a Letter of Credit. In the event of any inconsistency between the terms and conditions of

this Agreement and the terms and conditions of any form of letter of credit application or other agreement

submitted by the Borrowers to, or entered into by the Borrowers with, an Issuing Bank relating to any

Letter of Credit, the terms and conditions of this Agreement shall control.

(c)Limitations on Amounts. A Letter of Credit shall be issued, amended, renewed

or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the

Borrowers shall be deemed to represent and warrant that), after giving effect to such issuance,

amendment, renewal or extension (i) the total LC Exposures shall not exceed $150,000,000 and (ii) the

total Revolving Credit Exposures shall not exceed the total Revolving Credit Commitments. In no event

shall the obligation of any Issuing Bank to issue Letters of Credit exceed its Letter of Credit Commitment

(less the aggregate amount of any then outstanding Letters of Credit issued by such Issuing Bank) unless

such Issuing Bank shall agree in its sole and absolute discretion.

(d)Expiration Date. Each Letter of Credit shall expire at or prior to the close of

business on the earlier of (i) the date twelve months after the date of the issuance of such Letter of Credit

(or, in the case of any renewal or extension thereof, twelve months after the then-current expiration date

of such Letter of Credit); provided that any Letter of Credit with a one-year tenor may provide for the

automatic renewal thereof for additional one-year periods (which shall in no event extend beyond the date

referred to in clause (ii) below) and (ii) the date that is five Business Days prior to the Maturity Date.

(e)Participations. By the issuance of a Letter of Credit (or an amendment to a Letter

of Credit increasing the amount thereof) by any Issuing Bank, and without any further action on the part

of such Issuing Bank or the Revolving Credit Lenders, such Issuing Bank hereby grants to each

Revolving Credit Lender, and each Revolving Credit Lender hereby acquires from such Issuing Bank, a

participation in such Letter of Credit equal to such Revolving Credit Lender’s Applicable Percentage of

the aggregate amount available to be drawn under such Letter of Credit. Each Revolving Credit Lender

acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect

of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance

whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and

continuance of a Default or reduction or termination of the Revolving Credit Commitments.

In consideration and in furtherance of the foregoing, each Revolving Credit Lender

hereby absolutely and unconditionally agrees to pay to the Administrative Agent in Dollars, for account

of the respective Issuing Bank, such Revolving Credit Lender’s Applicable Percentage of the Dollar

Equivalent of each LC Disbursement made by an Issuing Bank promptly upon the request of such Issuing

Bank at any time from the time of such LC Disbursement until such LC Disbursement is reimbursed by

the Borrowers or at any time after any reimbursement payment is required to be refunded to the

Borrowers for any reason. Such payment shall be made without any offset, abatement, withholding or

reduction whatsoever. Each such payment shall be made in the same manner as provided in Section 2.05

with respect to Revolving Credit Loans made by such Revolving Credit Lender (and Section 2.05 shall

apply, mutatis mutandis, to the payment obligations of the Revolving Credit Lenders), and the

Administrative Agent shall promptly pay to the respective Issuing Bank the amounts so received by it

from the Revolving Credit Lenders. Promptly following receipt by the Administrative Agent of any

payment from the Borrowers pursuant to the next following paragraph, the Administrative Agent shall

distribute such payment to the respective Issuing Bank or, to the extent that the Revolving Credit Lenders

have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Revolving

Credit Lenders and such Issuing Bank as their interests may appear. Any payment made by a Revolving

Credit Lender pursuant to this paragraph to reimburse an Issuing Bank for any LC Disbursement shall not

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constitute a Revolving Credit Loan and shall not relieve the Borrowers of their obligations to reimburse

such LC Disbursement.

(f)Reimbursement. If an Issuing Bank shall make any LC Disbursement in respect

of a Letter of Credit, the Borrowers shall reimburse such Issuing Bank in respect of such LC

Disbursement by paying to the Administrative Agent an amount equal to the Dollar Equivalent of such

LC Disbursement not later than 12:00 noon, New York City time, on the Business Day immediately

following the day that any Borrower receives such notice; provided that the Borrowers may, subject to the

conditions to borrowing set forth herein, request in accordance with Section 2.03 that such payment be

financed with a Revolving Credit ABR Borrowing in the Dollar Equivalent amount and, to the extent so

financed, the Borrowers’ obligation to make such payment shall be discharged and replaced by the

resulting Revolving Credit ABR Borrowing. If the Borrowers fail to make such payment when due, the

Administrative Agent shall notify each Revolving Credit Lender of the applicable LC Disbursement, the

payment then due from the Borrowers in respect thereof and such Revolving Credit Lender’s Applicable

Percentage thereof.

(g)Obligations Absolute. The Borrowers’ obligations to reimburse LC

Disbursements as provided in paragraph (f) of this Section shall be absolute, unconditional and

irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and

all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of

Credit, or any term or provision therein, (ii) any draft or other document presented under a Letter of

Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or

inaccurate in any respect, (iii) payment by the respective Issuing Bank under a Letter of Credit against

presentation of a draft or other document that does not comply strictly with the terms of such Letter of

Credit, or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing,

that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a

right of setoff against, the Borrowers’ obligations hereunder, except in each case for errors or omissions

resulting from the gross negligence or willful misconduct of such Issuing Bank or its employees or

agents.

No Issuing Bank shall have any liability or responsibility by reason of or in connection

with the issuance or transfer of any Letter of Credit by the respective Issuing Bank or any payment or

failure to make any payment thereunder (irrespective of any of the circumstances referred to in the

preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any

draft, notice or other communication under or relating to any Letter of Credit (including any document

required to make a drawing thereunder), any error in interpretation of technical terms or any consequence

arising from causes beyond the control of the respective Issuing Bank, except in each case for errors or

omissions resulting from the gross negligence or willful misconduct of such Issuing Bank or its

employees or agents; provided that the foregoing shall not be construed to excuse an Issuing Bank from

liability to the Borrowers to the extent of any direct damages (as opposed to consequential damages,

claims in respect of which are hereby waived by the Borrowers to the extent permitted by applicable law)

suffered by the Borrowers that are caused by such Issuing Bank’s failure to exercise care when

determining whether drafts and other documents presented under a Letter of Credit comply with the terms

thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct

on the part of an Issuing Bank, any action taken or omitted by any Issuing Bank under or in connection

with any Letter of Credit or the related drafts or documents, if done in accordance with the standard of

care specified in the NYUCC, shall be binding on the Borrowers and shall not result in any liability of

such Issuing Bank to the Borrowers.

(h)Disbursement Procedures. The Issuing Bank for any Letter of Credit shall,

within a reasonable time following its receipt thereof, examine all documents purporting to represent a

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demand for payment under such Letter of Credit. Such Issuing Bank shall promptly after such

examination notify the Administrative Agent and the Borrowers by telephone (confirmed by telecopy) of

such demand for payment and whether such Issuing Bank has made or will make an LC Disbursement

thereunder; provided that any failure to give or delay in giving such notice shall not relieve the Borrowers

of their obligations to reimburse such Issuing Bank and the Revolving Credit Lenders with respect to any

such LC Disbursement.

(i)Interim Interest. If the Issuing Bank for any Letter of Credit shall make any LC

Disbursement, then, unless the Borrowers shall reimburse such LC Disbursement in full on the date such

LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including

the date such LC Disbursement is made to but excluding the date that the Borrowers reimburse such LC

Disbursement, at the rate per annum then applicable to ABR Loans; provided that, if the Borrowers fail to

reimburse such LC Disbursement when due pursuant to paragraph (f) of this Section, then the rate

specified in Section 2.11(d) shall apply on each such past-due day. Interest accrued pursuant to this

paragraph shall be for account of such Issuing Bank, except that interest accrued on and after the date of

payment by any Revolving Credit Lender pursuant to paragraph (f) of this Section to reimburse such

Issuing Bank shall be for account of such Revolving Credit Lender to the extent of such payment.

(j)Replacement of an Issuing Bank. Any Issuing Bank may be replaced at any time

at the designation of the Borrowers and the consent of the successor Issuing Bank (with notice to the

Administrative Agent). The Administrative Agent shall notify the Revolving Credit Lenders of any such

replacement of an Issuing Bank. At the time any such replacement shall become effective, the Borrowers

shall pay all unpaid fees accrued for account of the replaced Issuing Bank pursuant to Section 2.10(b).

From and after the effective date of any such replacement, (i) the successor Issuing Bank shall have all

the rights and obligations of the Issuing Bank under this Agreement with respect to Letters of Credit to be

issued by it thereafter and (ii) references herein to the term “Issuing Bank” shall be deemed to include

such successor or any previous Issuing Bank, or such successor and all previous Issuing Banks, as the

context shall require. After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank

shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank

under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not

be required to issue additional Letters of Credit.

(k)Cash Collateralization. If either (i) the Loans shall have been accelerated

pursuant to Section 8.01 (an “Acceleration Event”) or (ii) the Borrowers shall be required to provide

cover for LC Exposure pursuant to Section 2.09(b) or Section 2.19(d)(ii), the Borrowers shall

immediately deposit into an account designated by the Administrative Agent an amount in Dollars in cash

equal to, in the case of an Acceleration Event, the Dollar Equivalent of the aggregate undrawn amount of

all outstanding Letters of Credit as of such date and, in the case of cover pursuant to Section 2.09(b) or

Section 2.19(d)(ii), the amount required under Section 2.09(b) or Section 2.19(d)(ii), as the case may be;

provided that, in the case of cover provided by the Borrowers pursuant to Section 2.09(b) after the

Revolving Credit Commitments have expired or been terminated and after the principal of and interest on

each Loan and all fees or other amounts payable hereunder shall have been paid in full, the Borrowers

shall deposit into an account designated by the Administrative Agent an amount in the same currency as

the currency in which the applicable outstanding Letter of Credit is denominated in cash equal to the

aggregate undrawn amount of such Letter of Credit. The Borrowers shall not at any time thereafter permit

the amount of such deposit to be less than (i) in the case of an Acceleration Event, the Dollar Equivalent

of the aggregate undrawn amount of all outstanding Letters of Credit at such time and (ii) in the case of

cover pursuant to Section 2.09(b) (other than as contemplated by the proviso in the immediately

preceding sentence) or Section 2.19(d)(ii), the Dollar Equivalent of the aggregate amount required under

Section 2.09(b) or Section 2.19(d)(ii), as the case may be. Such deposit shall be held by the

Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers

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under this Agreement. The Administrative Agent shall have exclusive dominion and control, including

the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of

such deposits, which investments shall be made at the option and sole discretion of the Administrative

Agent in Permitted Investments and at the Borrowers’ risk and expense, such deposits shall not bear

interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such

account shall be applied by the Administrative Agent to reimburse each Issuing Bank for LC

Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the

satisfaction of the reimbursement obligations of the Borrowers for the LC Exposure at such time or, with

the consent of Revolving Credit Lenders with LC Exposure representing more than 50% of the total LC

Exposure, be applied to satisfy other obligations of the Borrowers under this Agreement.

(l)Existing Letters of Credit. Subject to the terms and conditions hereof, each

Existing Letter of Credit that is outstanding on the Amendment Effective Date, shall, effective as of the

Amendment Effective Date and without any further action by the Borrowers, be continued as a Letter of

Credit hereunder and from and after the Amendment Effective Date shall be deemed a Letter of Credit for

all purposes hereof and shall be subject to and governed by the terms and conditions hereof.

SECTION 2.05 Funding of Borrowings.

(a)Funding by Lenders. Each Lender shall make each Loan to be made by it

hereunder on the proposed date thereof by wire transfer of immediately available funds by 12:00 noon,

Local Time, to the account of the Administrative Agent most recently designated by it for such purpose

by notice to the Lenders. The Administrative Agent will make such Loans available to the Borrowers by

promptly crediting the amounts so received, in like funds, to an account of the Borrowers designated by

the Borrowers in the applicable Borrowing Request; provided that Revolving Credit ABR Borrowings

made to finance the reimbursement of an LC Disbursement as provided in Section 2.04(f) shall be

remitted by the Administrative Agent to the respective Issuing Bank.

(b)Presumption by the Administrative Agent. Unless the Administrative Agent

shall have received notice from a Lender prior to the proposed date (or, in the case of any ABR

Borrowing, prior to 10:00 a.m., New York City time, on the date such ABR Borrowing is to be made) of

any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share

of such Borrowing, the Administrative Agent may assume that such Lender has made such share available

on such date in accordance with paragraph (a) of this Section and may, in reliance upon such assumption,

make available to the Borrowers a corresponding amount. In such event, if a Lender has not in fact made

its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender

and the Borrowers severally agree to pay to the Administrative Agent forthwith on demand such

corresponding amount with interest thereon, for each day from and including the date such amount is

made available to the Borrowers to but excluding the date of payment to the Administrative Agent, at

(i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Effective Rate

and a rate determined by the Administrative Agent in accordance with banking industry rules on

interbank compensation and (ii) in the case of a payment to be made by the Borrowers, the interest rate

applicable to ABR Loans. If the Borrowers and such Lender shall pay such interest to the Administrative

Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the

Borrowers the amount of such interest paid by the Borrowers for such period. If such Lender pays its

share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute

such Lender’s Loan included in such Borrowing. Any payment by the Borrowers shall be without

prejudice to any claim the Borrowers may have against a Lender that shall have failed to make such

payment to the Administrative Agent.

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SECTION 2.06 Interest Elections.

(a)Elections by the Borrowers. The Loans comprising each Borrowing initially

shall be of the Type specified in the applicable Borrowing Request and, in the case of a Term Benchmark

Borrowing, shall have the Interest Period specified in such Borrowing Request. Thereafter, the

Borrowers may elect to convert such Borrowing to a Borrowing of a different Type or to continue such

Borrowing as a Borrowing of the same Type and, in the case of a Term Benchmark Borrowing, may elect

the Interest Period therefor, all as provided in this Section; provided that (i) a Borrowing denominated in

one Currency may not be continued as, or converted to, a Borrowing in a different Currency, (ii) no

Borrowing denominated in a Foreign Currency may be continued if, after giving effect thereto, the

aggregate Revolving Credit Exposures would exceed the aggregate Revolving Credit Commitments,

(iii) no Borrowing denominated in a Foreign Currency may not be converted to a Borrowing of a different

Type and (iv) the Borrowers may at any time during the pendency of an Interest Period for any Term

Benchmark Loan provide an Interest Election Request hereunder to select a new Interest Period for such

Term Benchmark Loan, the applicable Adjusted Term SOFR Rate or Adjusted EURIBOR Rate, as

applicable, for such Term Benchmark Loan to be effective on the Business Day specified in such request,

which effective date shall be not less than the second Business Day following such request (and such

request shall otherwise be given in accordance with, and comply with the requirements, if applicable, of,

paragraph (c) below), in which case the relevant Lenders shall be entitled to receive amounts payable

under Section 2.15 as if such Lenders had received a prepayment of such Loan on such effective date.

The Borrowers may elect different options with respect to different portions of the affected Borrowing, in

which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising

such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing.

(b)Notice of Elections. To make an election pursuant to this Section, the Borrowers

shall notify the Administrative Agent of such election by telephone by the time that a Borrowing Request

would be required under Section 2.03 if the Borrowers were requesting a Borrowing of the Type resulting

from such election to be made on the effective date of such election. Each such telephonic Interest

Election Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the

Administrative Agent of a written Interest Election Request in a form approved by the Administrative

Agent and signed by the Borrowers.

(c)Content of Interest Election Requests. Each telephonic and written Interest

Election Request shall specify the following information in compliance with Section 2.02:

(i)the Borrowing to which such Interest Election Request applies and, if

different options are being elected with respect to different portions thereof, the portions thereof

to be allocated to each resulting Borrowing (in which case the information to be specified

pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);

(ii)the effective date of the election made pursuant to such Interest Election

Request, which shall be a Business Day;

(iii)whether the resulting Borrowing is to be an ABR Borrowing (in the case

of Borrowings denominated in Dollars), a Term Benchmark Borrowing or an RFR Borrowing;

and

(iv)if the resulting Borrowing is a Term Benchmark Borrowing, the Interest

Period therefor after giving effect to such election, which shall be a period contemplated by the

definition of the term “Interest Period” and permitted under Section 2.02(d).

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(d)Notice by the Administrative Agent to the Lenders. Promptly following receipt

of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof

and of such Lender’s portion of each resulting Borrowing.

(e)Failure to Elect; Events of Default. If the Borrowers fail to deliver a timely and

complete Interest Election Request with respect to a Term Benchmark Borrowing prior to the end of the

Interest Period therefor, then, unless such Term Benchmark Borrowing is repaid as provided herein, the

Borrowers shall be deemed to have selected an Interest Period of one month’s duration.

Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is

continuing and the Administrative Agent or the Required Lenders so notifies the Borrowers, then, so long

as an Event of Default is continuing (A) no outstanding Borrowing denominated in Dollars may be

converted to or continued as a Term Benchmark Borrowing, (B) unless repaid, each Term Benchmark

Borrowing denominated in Dollars shall be converted to an ABR Borrowing at the end of the Interest

Period therefor and (C) no outstanding Term Benchmark Borrowing denominated in a Foreign Currency

may have an Interest Period of more than one month’s duration.

SECTION 2.07 Termination and Reduction of the Revolving Credit Commitments.

(a)Scheduled Termination. Unless previously terminated, the Revolving Credit

Commitments shall terminate on the Maturity Date.

(b)Voluntary Termination or Reduction. The Borrowers may at any time terminate,

or from time to time reduce, the Revolving Credit Commitments; provided that (i) each partial reduction

of the Revolving Credit Commitments pursuant to this Section shall be in an amount that is $5,000,000 or

a whole multiple of $1,000,000 in excess thereof and (ii) the Borrowers shall not terminate or reduce the

Revolving Credit Commitments if, after giving effect to any concurrent prepayment of the Revolving

Credit Loans in accordance with Section 2.09, the total Revolving Credit Exposures would exceed the

total Revolving Credit Commitments.

(c)Notice of Voluntary Termination or Reduction. The Borrowers shall notify the

Administrative Agent of any election to terminate or reduce the Revolving Credit Commitments under

paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or

reduction, specifying such election and the effective date thereof. Promptly following receipt of any

notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered

by the Borrowers pursuant to this Section shall be irrevocable; provided that a notice of termination of the

Revolving Credit Commitments delivered by the Borrowers may state that such notice is conditioned

upon the effectiveness of other credit facilities, in which case such notice may be revoked by the

Borrowers (by notice to the Administrative Agent on or prior to the specified effective date) if such

condition is not satisfied.

(d)Effect of Termination or Reduction. Any termination or reduction of the

Revolving Credit Commitments shall be permanent. Subject to Section 2.19(h), each reduction of the

Revolving Credit Commitments shall be made ratably among the Revolving Credit Lenders in accordance

with their respective Revolving Credit Commitments.

SECTION 2.08 Repayment of Loans; Evidence of Debt.

(a)Repayment. The Borrowers hereby unconditionally promise to pay the Loans as

follows:

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(i)to the Administrative Agent for account of the Revolving Credit Lenders the

outstanding principal amount of the Revolving Credit Loans on the Maturity Date; and

(ii) to the extent any Incremental Term Loan remains outstanding on the maturity

date applicable thereto, to the Administrative Agent for account of the applicable Incremental

Term Lenders the outstanding principal amount of the Incremental Term Loans on such maturity

date.

(b)[Reserved]

(c)Manner of Payment. Prior to any repayment or prepayment of any Borrowings

of any Class hereunder, and subject (in the case of a prepayment) to any applicable provisions of

Section 2.09, the Borrowers shall select the Borrowing or Borrowings of the applicable Class to be paid

and shall notify the Administrative Agent by telephone (confirmed by telecopy) of such selection not later

than 10:00 a.m., New York City time, two Business Days before (or, in the case of ABR Borrowings, the

same Business Day of) the scheduled date of such repayment; provided that each repayment of

Borrowings of any Class shall be applied to repay any outstanding ABR Borrowings of such Class before

any other Borrowings of such Class. If the Borrowers fail to make a timely selection of the Borrowing or

Borrowings to be repaid or prepaid, such payment shall be applied, first, to pay any outstanding ABR

Borrowings of the applicable Class and, second, to other Borrowings of such Class in the order of the

remaining duration of their respective Interest Periods (the Borrowing with the shortest remaining Interest

Period to be repaid first). Each payment of a Borrowing shall be applied ratably to the Loans included in

such Borrowing.

(d)Maintenance of Records by Lenders. Each Lender shall maintain in accordance

with its usual practice records evidencing the indebtedness of the Borrowers to such Lender resulting

from each Loan made by such Lender, including the amounts and Currency of principal and interest

payable and paid to such Lender from time to time hereunder.

(e)Maintenance of Records by the Administrative Agent. The Administrative Agent

shall maintain records in which it shall record (i) the amount and Currency of each Loan made hereunder,

the Class and Type thereof and each Interest Period therefor, (ii) the amount and Currency of any

principal or interest due and payable or to become due and payable from the Borrowers to each Lender

hereunder and (iii) the amount and Currency of any sum received by the Administrative Agent hereunder

for account of the Lenders and each Lender’s share thereof.

(f)Effect of Entries. The entries made in the records maintained pursuant to

paragraph (d) or (e) of this Section shall, to the extent consistent with the records in the Register, be

presumptively correct evidence of the existence and amounts of the obligations recorded therein absent

manifest error; provided that the failure of any Lender or the Administrative Agent to maintain such

records or any error therein shall not in any manner affect the obligation of the Borrowers to repay the

Loans in accordance with the terms of this Agreement.

(g)Promissory Notes. Any Lender may request that Loans of any Class made by it

be evidenced by a promissory note, which promissory note shall (i) in the case of any Revolving Credit

Loan be substantially in the form of Exhibit F and (ii) in the case any Incremental Term Loan, be

substantially in the form of Exhibit G. In such event, the Borrowers shall prepare, execute and deliver to

such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender

and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans

evidenced by such promissory note and interest thereon shall at all times (including after assignment

pursuant to Section 10.04) be represented by one or more promissory notes in such form payable to the

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payee named therein (or, if such promissory note is a registered note, to such payee and its registered

assigns).

SECTION 2.09 Prepayment of Loans.

(a)Optional Prepayments. The Borrowers shall have the right at any time and from

time to time to prepay any Borrowing in whole or in part, without premium or penalty, subject to the

requirements of this Section. Any partial prepayment pursuant to this paragraph shall be in an amount that

is $5,000,000 or a whole multiple of $1,000,000 in excess thereof.

(b)Mandatory Prepayments—Revolving Credit Loans—Foreign Currency

Valuations. On each Quarterly Date prior to the Maturity Date, the Administrative Agent shall determine

the aggregate Revolving Credit Exposure. For the purpose of this determination, the outstanding

principal amount or stated amount of any Loan or Letter of Credit that is denominated in any Foreign

Currency shall be deemed to be the Dollar Equivalent of the amount in the Foreign Currency of such

Loan or Letter of Credit, determined as of such Quarterly Date. If on the date of such determination the

aggregate Revolving Credit Exposure exceeds the sum of (i) 105% of the aggregate amount of the

Revolving Credit Commitments as then in effect plus (ii) the amount then on deposit in the account

contemplated by Section 2.04(k), the Administrative Agent shall promptly notify the Lenders and the

Borrowers thereof and the Borrowers shall, within five Business Days after their receipt of such notice,

prepay the Revolving Credit Loans (and/or provide cover for LC Exposure as specified in Section

2.04(k)) in such amounts as shall be sufficient to eliminate such excess.

(c)Notices, Etc. The Borrowers shall notify the Administrative Agent by telephone

(confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Term Benchmark

Borrowing or RFR Borrowing, not later than 10:00 a.m., New York City time (or, in the case of a

Borrowing denominated in a Foreign Currency, 11:00 a.m., London time), three Business Days before the

date of prepayment or (ii) in the case of prepayment of an ABR Borrowing, not later than 10:00 a.m.,

New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify

the prepayment date, the principal amount of each Borrowing or portion thereof to be prepaid and, in the

case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment;

provided that, if a notice of prepayment is given in connection with a conditional notice of termination of

the Revolving Credit Commitments as contemplated by Section 2.07, then such notice of prepayment may

be revoked if such notice of termination is revoked in accordance with Section 2.07. Promptly following

receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the relevant

Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that

would be permitted in the case of a Borrowing of the same Type as provided in Section 2.02, except as

necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of a

Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be

accompanied by accrued interest to the extent required by Section 2.11 and all other amounts payable

under this Agreement, including under Section 2.15. Amounts prepaid in respect of the Incremental Term

Loans may not be reborrowed.

SECTION 2.10 Fees.

(a)Commitment Fees. The Borrowers agree to pay to the Administrative Agent for

account of each Lender a commitment fee, which shall accrue on the average daily unused amount of the

Revolving Credit Commitment of such Lender during the period from and including the Amendment

Effective Date to but excluding the date such Revolving Credit Commitment terminates at a rate per

annum equal to the Applicable Rate. Accrued commitment fees shall be payable in arrears on each

Quarterly Date and on the date the Revolving Credit Commitments terminate, commencing with the first

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Quarterly Date to occur after the Amendment Effective Date. All commitment fees shall be computed on

the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the

first day but excluding the last day). For purposes of computing commitment fees with respect to the

Revolving Credit Commitments, the Revolving Credit Commitment of a Lender shall be deemed to be

used to the extent of the outstanding Revolving Credit Loans and LC Exposure of such Lender.

(b)Letter of Credit Fees. The Borrowers agree to pay (i) to the respective Issuing

Bank a fronting fee, which shall accrue at the rate of 0.125% on the average daily amount of the LC

Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the

period from and including the Amendment Effective Date to but excluding the later of the date of

termination of the Revolving Credit Commitments and the date on which there ceases to be any LC

Exposure, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal

or extension of any Letter of Credit or processing of drawings thereunder, and (ii) to the Administrative

Agent for account of each Revolving Credit Lender a participation fee with respect to its participations in

Letters of Credit, which shall accrue on the average daily amount of such Lender’s LC Exposure

(excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from

and including the Amendment Effective Date to but excluding the later of the date on which such

Lender’s Revolving Credit Commitment terminates and the date on which such Lender ceases to have any

LC Exposure at a rate per annum equal to (i) the Applicable Rate applicable to interest on Term

Benchmark Loans minus (ii) the fronting fee referred to in clause (i) above. Participation fees and

fronting fees accrued through and including each Quarterly Date shall be payable on the third Business

Day following such Quarterly Date, commencing with the first Quarterly Date to occur after the

Amendment Effective Date; provided that all such fees shall be payable on the date on which the

Revolving Credit Commitments terminate and any such fees accruing after the date on which the

Revolving Credit Commitments terminate shall be payable on demand. Any other fees payable to any

Issuing Bank pursuant to this paragraph shall be payable within 10 Business Days after receipt of a

reasonably detailed written invoice therefor. All participation fees and fronting fees shall be computed on

the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the

first day but excluding the last day).

(c)Administrative Agent Fees. The Borrowers agree to pay to the Administrative

Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between

the Borrowers and the Administrative Agent.

(d)Payment of Fees. All fees payable hereunder shall be paid on the dates due, in

Dollars and immediately available funds, to the Administrative Agent (or to the respective Issuing Bank,

in the case of fees payable to it) for distribution, in the case of facility fees and participation fees, to the

Lenders entitled thereto. Fees paid shall not be refundable under any circumstances.

SECTION 2.11 Interest.

(a)ABR Loans. The Loans comprising each ABR Borrowing shall bear interest at a

rate per annum equal to the Alternate Base Rate plus the Applicable Rate.

(b)Term Benchmark Loans. The Loans comprising each Term Benchmark

Borrowing shall bear interest at a rate per annum equal to the Adjusted Term SOFR Rate or the Adjusted

EURIBOR Rate, as applicable, for the Interest Period in effect for such Borrowing plus the Applicable

Rate.

(c)RFR Loans. The Loans comprising each RFR Borrowing shall bear interest at a

rate per annum equal to the applicable Adjusted Daily Simple RFR plus the Applicable Rate.

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(d)Default Interest. Notwithstanding the foregoing, if any principal of or interest on

any Loan or any fee or other amount payable by the Borrowers hereunder is not paid when due, whether

at stated maturity, upon acceleration, by mandatory prepayment or otherwise, such overdue amount shall

bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue

principal of any Loan, 2% plus the rate otherwise applicable to such Loan as provided above or (ii) in the

case of any other amount, 2% plus the rate applicable to ABR Loans as provided in paragraph (a) of this

Section.

(e)Payment of Interest. Accrued interest on each Loan shall be payable in arrears on

each Interest Payment Date for such Loan and, in the case of Revolving Credit Loans, upon termination

of the Revolving Credit Commitments; provided that (i) interest accrued pursuant to paragraph (d) of this

Section shall be payable from time to time on demand, (ii) in the event of any repayment or prepayment

of any Loan (other than a prepayment of a Revolving Credit ABR Loan prior to the Maturity Date),

accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment

or prepayment and (iii) in the event of any conversion of any Term Benchmark Borrowing denominated

in Dollars prior to the end of the Interest Period therefor, accrued interest on such Borrowing shall be

payable on the effective date of such conversion.

(f)Computation. All interest hereunder shall be computed on the basis of a year of

360 days, except that interest computed by reference to the Alternate Base Rate at times when the

Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or

366 days in a leap year), and in each case shall be payable for the actual number of days elapsed

(including the first day but excluding the last day). The applicable Alternate Base Rate, Adjusted Term

SOFR Rate, Adjusted EURIBOR Rate or Adjusted Daily Simple RFR shall be determined by the

Administrative Agent, and such determination shall be presumptively correct absent manifest error. The

Administrative Agent shall, at the request of the Borrowers, deliver to the Borrowers a statement showing

the quotations used by the Administrative Agent in determining any interest rate pursuant to

Section 2.11(a) and Section 2.11(b).

SECTION 2.12 Alternate Rate of Interest. Subject to Section 2.26, if,

(i) with respect to any Loan (the Currency of such Loan herein called the “Affected

Currency”), the Administrative Agent shall have determined (which determination shall be presumptively

correct absent manifest error) (A) prior to the first day of any Interest Period for any Term Benchmark

Loan that, by reason of circumstances affecting the relevant market, adequate and reasonable means do

not exist for ascertaining Adjusted Term SOFR Rate or Adjusted EURIBOR Rate for the Affected

Currency for such Interest Period or (B) for any RFR Loan, at any time, that adequate and reasonable

means so not exist for ascertaining the applicable Adjusted Daily Simple RFR or RFR for the Affected

Currency, or

(b)the Administrative Agent shall have received notice from the Required Lenders

in respect of the relevant Facility that by reason of any changes arising after the Amendment Effective

Date the Adjusted Term SOFR Rate, Adjusted EURIBOR Rate or Adjusted Daily Simple RFR for the

Affected Currency determined or to be determined for such Interest Period will not adequately and fairly

reflect the cost to such Lenders (as certified by such Lenders) of making or maintaining their affected

Loans during such Interest Period, then the Administrative Agent shall give telecopy notice thereof to the

Borrowers and the relevant Lenders as soon as practicable thereafter.

If such notice is given, any obligation of the Lenders to make RFR Loans or Term

Benchmark Loans, as applicable, in each such Affected Currency, and any right of the Borrowers to

convert any Loan in each such Affected Currency (if applicable) to or continue any Loan as an RFR Loan

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or a Term Benchmark Loan, as applicable, in each such Affected Currency, shall be suspended (to the

extent of the affected RFR Loans or Term Benchmark Loans or, in the case of Term Benchmark Loans,

the affected Interest Periods) until the Administrative Agent (with respect to clause (b), at the instruction

of the Required Lenders) revokes such notice. Upon receipt of such notice, (A) the Borrowers may

revoke any pending request for a borrowing of, conversion to or continuation of RFR Loans or Term

Benchmark Loans in each such Affected Currency (to the extent of the affected RFR Loans or Term

Benchmark Loans or, in the case of Term Benchmark Loans, the affected Interest Periods) or, failing that,

(I) in the case of any request for any affected Term Benchmark Borrowing in Dollars, the Borrowers will

be deemed to have converted any such request into a request for an ABR Borrowing or conversion to

ABR Loans in the amount specified therein and (II) in the case of any request for any affected RFR

Borrowing or Term Benchmark Borrowing, in each case, in an Agreed Foreign Currency, if applicable,

then such request shall be ineffective and (B) any outstanding affected Loans denominated in an Agreed

Foreign Currency, at the Borrower’s election, shall either (1) be converted into ABR Loans denominated

in Dollars (in an amount equal to the Dollar Equivalent of such Agreed Foreign Currency) immediately

or, in the case of Term Benchmark Loans, at the end of the applicable Interest Period or (2) be prepaid in

full immediately or, in the case of Term Benchmark Loans, at the end of the applicable Interest Period;

provided that if no election is made by the Borrowers by the date that is the earlier of (x) three Business

Days after receipt by the Borrower of such notice or (y) with respect to a Term Benchmark Loan, the last

day of the current Interest Period, the Borrowers shall be deemed to have elected clause (1) above. Upon

any such prepayment or conversion, the Borrowers shall also pay accrued interest (except with respect to

any prepayment or conversion of a RFR Loan) on the amount so prepaid or converted, together with any

additional amounts required pursuant to Section 2.15.

SECTION 2.13 Illegality. Notwithstanding any other provision herein, if the adoption of

or any change in any Requirement of Law or in the interpretation or application thereof, in each case, first

made after the Amendment Effective Date, shall make it unlawful for any Lender to make, maintain or

fund Loans whose interest is determined by reference to any applicable RFR, Adjusted Daily Simple

RFR, Adjusted Term SOFR Rate or Adjusted EURIBOR Rate, or to determine or charge interest based

upon any applicable RFR, Adjusted Daily Simple RFR, Adjusted Term SOFR Rate or Adjusted

EURIBOR Rate, or, with respect to any Term Benchmark Loan, any Governmental Authority has

imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of,

any applicable Currency in the applicable offshore interbank market for the applicable Currency, then,

upon notice thereof by such Lender to the Borrowers (through the Administrative Agent) (an “Illegality

Notice”), (a) any obligation of the Lenders to make RFR Loans or Term Benchmark Loans, as applicable,

and any right of the Borrowers to continue RFR Loans or Term Benchmark Loans, as applicable, in the

affected Currency or Currencies or, in the case of ABR Loans denominated in Dollars, to convert ABR

Loans to Term Benchmark Loans, shall be suspended, and (b) if necessary to avoid such illegality, the

Administrative Agent shall compute the ABR without reference to clause (c) of the definition of

“Alternate Base Rate”, in each case until each such affected Lender notifies the Administrative Agent and

the Borrowers that the circumstances giving rise to such determination no longer exist. Upon receipt of

an Illegality Notice, the Borrowers shall, if necessary to avoid such illegality, upon demand from any

Lender (with a copy to the Administrative Agent), prepay or, if applicable, (i) convert all Term

Benchmark Loans denominated in Dollars to ABR Loans or (ii) convert all RFR Loans or Term

Benchmark Loans denominated in an affected Agreed Foreign Currency to ABR Loans denominated in

Dollars (in an amount equal to the Dollar Equivalent of such Agreed Foreign Currency) (in each case, if

necessary to avoid such illegality, the Administrative Agent shall compute the ABR without reference to

clause (c) of the definition of “Alternate Base Rate”), (A) with respect to RFR Loans, on the Interest

Payment Date therefor, if all affected Lenders may lawfully continue to maintain such RFR Loans to such

day, or immediately, if any Lender may not lawfully continue to maintain such RFR Loans to such day or

(B) with respect to Term Benchmark Loans, on the last day of the Interest Period therefor, if all affected

Lenders may lawfully continue to maintain such Term Benchmark Loans, to such day, or immediately, if

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any Lender may not lawfully continue to maintain such Term Benchmark Loans, as applicable, to such

day. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the

amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.15.

SECTION 2.14 Increased Costs.

(a)Increased Costs Generally. If the adoption of or any change in any Requirement

of Law or in the interpretation or application thereof or compliance by any Lender with any request or

directive (whether or not having the force of law) from any central bank or other Governmental Authority

first made, in each case, subsequent to the Amendment Effective Date:

(i)shall impose, modify or hold applicable any reserve, any requirement to

maintain liquid assets, special deposit, compulsory loan or similar requirement against assets held

by, deposits or other liabilities in or for the account of, advances, loans or other extensions of

credit by, or any other acquisition of funds by, any office of such Lender that is not otherwise

included in the determination of Adjusted Term SOFR Rate, Adjusted EURIBOR Rate or

Adjusted Daily Simple RFR hereunder;

(ii)subject any Lender to any Taxes (other than (A) Indemnified Taxes and

(B) Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other

obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or

(iii) shall impose on such Lender any other condition not otherwise contemplated

hereunder; and the result of any of the foregoing is to increase the cost to such Lender, by an

amount which such Lender reasonably deems to be material, of making, converting into,

continuing or maintaining Term Benchmark Loans or RFR Loans or issuing or participating in

Letters of Credit (in each case hereunder), or to reduce any amount receivable hereunder in

respect thereof, then, in any such case, the Borrowers shall promptly pay such Lender, in Dollars,

within ten Business Days after the Borrowers’ receipt of a reasonably detailed invoice therefor

(showing with reasonable detail the calculations thereof), any additional amounts necessary to

compensate such Lender for such increased cost or reduced amount receivable. If any Lender

becomes entitled to claim any additional amounts pursuant to this Section, it shall promptly notify

the Borrowers (with a copy to the Administrative Agent) of the event by reason of which it has

become so entitled.

(b)Capital Requirements. If any Lender shall have determined that the adoption of

or any change in any Requirement of Law regarding capital adequacy or liquidity or in the interpretation

or application thereof or compliance by such Lender or any holding company controlling such Lender

with any request or directive regarding capital adequacy or liquidity (whether or not having the force of

law) from any Governmental Authority first made, in each case, subsequent to the Amendment Effective

Date shall have the effect of reducing the rate of return on such Lender’s or such holding company’s

capital as a consequence of its obligations hereunder or under or in respect of any Letter of Credit to a

level below that which such Lender or such holding company could have achieved but for such adoption,

change or compliance (taking into consideration such Lender’s or such holding company’s policies with

respect to capital adequacy or liquidity) by an amount deemed by such Lender to be material, then from

time to time, within ten Business Days after submission by such Lender to the Borrowers (with a copy to

the Administrative Agent) of a reasonably detailed written request therefor (consistent with the detail

provided by such Lender to similarly situated borrowers), the Borrowers shall pay to such Lender, in

Dollars, such additional amount or amounts as will compensate such Lender or such holding company on

an after-tax basis for such reduction.

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(c)Certificates for Reimbursement. A certificate as to any additional amounts

payable pursuant to this Section submitted by any Lender to the Borrowers (with a copy to the

Administrative Agent) shall be presumptively correct in the absence of manifest error.

(d)Delay in Requests. Notwithstanding anything to the contrary in this Section, the

Borrowers shall not be required to compensate a Lender pursuant to this Section for any amounts incurred

more than 180 days prior to the date that such Lender notifies the Borrowers of such Lender’s intention to

claim compensation therefor; provided that if the circumstances giving rise to such claim have a

retroactive effect, then such 180-day period shall be extended to include the period of such retroactive

effect.

(e)Dodd-Frank and Basel III. For the purposes of this Section, (x) the Dodd-Frank

Wall Street Reform and Consumer Protection Act and all rules, regulations, orders, requests, guidelines or

directives thereunder or issued in connection therewith and (y) all rules, regulations, orders, requests,

guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on

Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory

authorities, in each case pursuant to Basel III, shall in each case be deemed to have been adopted and

gone into effect from and after the Amendment Effective Date.

SECTION 2.15 Break Funding Payments. The Borrowers agree to indemnify each

Lender for, and to hold each Lender harmless from, any loss or expense (other than lost profits, including

the loss of Applicable Rate) that such Lender may actually sustain or incur as a consequence of (a) default

by any Borrower in making a borrowing of, conversion into or continuation of Term Benchmark Loans

after such Borrower has given a notice requesting the same in accordance with the provisions of this

Agreement, (b) default by any Borrower in making any prepayment of or conversion from Term

Benchmark Loans after such Borrower has given a notice thereof in accordance with the provisions of this

Agreement (regardless of whether such notice is permitted to be revocable under Section 2.09(c) and is

revoked in accordance herewith), (c) the making of a payment, prepayment, conversion or continuation of

Term Benchmark Loans on a day that is not the last day of an Interest Period with respect thereto

(including as a result of an Event of Default) or (d) the assignment as a result of a request by the

Borrowers pursuant to Section 2.18(b) of any Term Benchmark Loan other than on the last day of the

Interest Period therefor. A reasonably detailed certificate as to (showing in reasonable detail the

calculation of) any amounts payable pursuant to this Section submitted to the Borrowers by any Lender

shall be presumptively correct in the absence of manifest error. The Borrowers shall pay such Lender the

amount shown as due on any such certificate within 10 Business Days after receipt thereof.

SECTION 2.16 Taxes.

(a)Payments Free of Taxes. Any and all payments by or on account of any

obligation of each Obligor hereunder or under any other Loan Document shall be made free and clear of

and without reduction or withholding for any Taxes except as required by applicable law; provided that if

any Obligor shall be required by applicable law to deduct any Taxes from such payments, then the

applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely

pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with

applicable law and, if such Tax is an Indemnified Tax or Other Tax, the sum payable shall be increased as

necessary so that after making all required deductions (including deductions applicable to additional sums

payable under this Section) the Administrative Agent, Lender or Issuing Bank, as the case may be,

receives an amount equal to the sum it would have received had no such deductions been made.

(b)Payment of Other Taxes by the Obligors. Without limiting the provisions of

paragraph (a) above, the Obligors shall timely pay any Other Taxes to the relevant Governmental

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Authority in accordance with applicable law, or at the option of the Administrative Agent timely

reimburse it for the payment of, any Other Taxes.

(c)Indemnification by the Obligors. The Obligors shall jointly and severally

indemnify the Administrative Agent, each Lender and each Issuing Bank, within 30 days after demand

therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or

Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by the

Administrative Agent, such Lender or such Issuing Bank, as the case may be, on or with respect to any

payment by or on account of any obligation of the Obligors hereunder and any penalties, interest and

reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or

Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A

certificate prepared in good faith as to the amount of such payment or liability delivered to the Obligors

by a Lender or an Issuing Bank (with a copy to the Administrative Agent), or by the Administrative

Agent on its own behalf or on behalf of a Lender or an Issuing Bank, shall be presumptively correct

absent manifest error.

(d)Evidence of Payments. As soon as practicable after any payment of Taxes by

any Obligor to a Governmental Authority pursuant to this Section 2.16, such Obligor shall deliver to the

Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority

evidencing such payment, a copy of the return reporting such payment or other evidence of such payment

reasonably satisfactory to the Administrative Agent.

(e)Status of Foreign Lenders. Each Foreign Lender shall deliver to the Borrowers

and the Administrative Agent (or, in the case of a Participant, to the Lender from which the related

participation shall have been purchased, and such participating Lender shall deliver to the Borrower and

the Administrative Agent) (i) two accurate and complete copies of IRS Form W-8ECI, W-8BEN,

W-8BEN-E or W-8IMY together with supporting documentation, as applicable, or (ii) in the case of a

Foreign Lender claiming exemption from United States federal withholding tax under Section 871(h) or

881(c) of the Code with respect to payments of “portfolio interest”, a statement substantially in the form

of the applicable statement in Exhibit E and two accurate and complete copies of IRS Form W-8BEN or

W-8BEN-E together with supporting documentation, as applicable, or copies of any subsequent versions

or successors to such forms, in each case properly completed and duly executed by such Foreign Lender

claiming complete exemption from, or a reduced rate of, United States federal withholding tax on all

payments by an Obligor under this Agreement and the other Loan Documents. Such forms shall be

delivered by each Foreign Lender on or before the date it becomes a party to this Agreement (or, in the

case of any Participant, on or before the date such Participant purchases the related participation). In

addition, each Foreign Lender shall deliver such forms promptly upon the obsolescence or invalidity of

any form previously delivered by such Foreign Lender. Each Foreign Lender shall promptly notify the

Borrowers and the Administrative Agent at any time it determines that it is no longer in a position to

provide any previously delivered certificate to the Borrowers and Administrative Agent (or any other

form of certification adopted by the United States taxing authorities for such purpose) . Notwithstanding

any other provision of this paragraph, a Foreign Lender shall not be required to deliver any form pursuant

to this paragraph that such Foreign Lender is not legally able to deliver or otherwise take any action if in

such Lender’s reasonable judgment such action would subject such Foreign Lender to any material

unreimbursed cost or expense or would materially prejudice the legal or commercial position of such

Lender. If a payment made to a Lender under any Loan Document would be subject to U.S. federal,

Canadian or Cayman Tax imposed under FATCA if such Lender fails to comply with the applicable

reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code,

as applicable), such Lender shall deliver to the Withholding Agent such documentation as shall be

reasonably requested by the Withholding Agent sufficient for the Withholding Agent to comply with its

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obligations under FATCA and to determine that such Lender has complied with such applicable reporting

requirements.

(f)Status of U.S. Lenders. Each Lender other than a Foreign Lender (a “U.S.

Lender”) shall deliver to the Borrowers and the Administrative Agent two accurate and complete copies

of IRS Form W-9, or any subsequent versions or successors to such form, certifying that such Lender is

exempt from U.S. federal backup withholding tax. Such forms shall be delivered by each U.S. Lender on

or before the date it becomes a party to this Agreement. In addition, each U.S. Lender shall deliver such

forms promptly upon the obsolescence or invalidity of any form previously delivered by such U.S.

Lender. Each U.S. Lender shall promptly notify the Borrowers and the Administrative Agent at any time

it determines that it is no longer in a position to provide any previously delivered certifications to the

Borrowers and Administrative Agent (or any other form of certification adopted by the United States

taxing authorities for such purpose).

(g)Treatment of Certain Refunds. If the Administrative Agent or any Lender

determines, in good faith, that it has received a refund of any Indemnified Taxes or Other Taxes as to

which it has been indemnified by any Obligor or with respect to which any Obligor has paid additional

amounts pursuant to this Section, it shall promptly pay over such refund to such Obligor (but only to the

extent of indemnity payments made, or additional amounts paid, by such Obligor under this Section with

respect to the Indemnified Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket

expenses of the Administrative Agent or such Lender and without interest (other than any interest paid by

the relevant Governmental Authority with respect to such refund); provided that the applicable Obligor,

upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to

such Obligor (plus any penalties, interest or other charges imposed by the relevant Governmental

Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such

Lender is required to repay such refund to such Governmental Authority; provided further in no event will

the Administrative Agent or such Lender be required to pay any amount to an Obligor pursuant to this

paragraph (g) the payment of which would place the Administrative Agent or such Lender, as applicable,

in a less favorable net after-Tax position than the Administrative Agent or such Lender as applicable,

would have been in if the Tax subject to indemnification and giving rise to such refund had not been

deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with

respect to such Tax had never been paid. This paragraph shall not be construed to require the

Administrative Agent or any Lender to make available its tax returns (or any other information relating to

its Taxes which it deems confidential) to the Borrowers or any other Person.

(h)Any successor or supplemental Administrative Agent that is not a “United States

person” within the meaning of Section 7701(a)(30) of the Code, shall deliver to the Borrower, on or prior

to the date on which it becomes a party to this Agreement, two duly completed copies of (i) a Qualified

intermediary withholding certificate on IRS Form W-8IMY evidencing its agreement with the IRS to be

treated as a withholding agent (as defined in Section 7701(a)(16) of the Code) (with respect to amounts

received on account of any Lender) or (ii) a U.S. branch withholding certificate on IRS Form W-8IMY

evidencing its agreement with the IRS to be treated as a “United States person” (as defined in Section

7701(a)(30) of the Code) (with respect to amounts received on account of any Lender).

SECTION 2.17 Payments Generally; Pro Rata Treatment; Sharing of Setoffs.

(a)Payments by the Obligors. Each Obligor shall make each payment required to be

made by it hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or of

amounts payable under Section 2.14, Section 2.15 or Section 2.16, or otherwise), or under any other Loan

Document (except to the extent otherwise provided therein), prior to 2:00 p.m., Local Time, on the date

when due, in immediately available funds, without setoff or counterclaim. Any amounts received after

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such time on any date may, in the discretion of the Administrative Agent, be deemed to have been

received on the next succeeding Business Day for purposes of calculating interest thereon. All such

payments shall be made to the Administrative Agent at the Administrative Agent’s Account, except as

otherwise expressly provided in the relevant Loan Document and except payments to be made directly to

an Issuing Bank as expressly provided herein and payments pursuant to Section 2.14, Section 2.15,

Section 2.16 and Section 10.03, which shall be made directly to the Persons entitled thereto. The

Administrative Agent shall distribute any such payments received by it for account of any other Person to

the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a

day that is not a Business Day, the date for payment shall be extended to the next succeeding Business

Day and, in the case of any payment accruing interest, interest thereon shall be payable for the period of

such extension at the then applicable rate. All amounts owing under this Agreement (including

commitment fees, payments required under Section 2.14, and payments required under Section 2.15

relating to any Loan denominated in Dollars, but not including principal of, and interest on, any Loan

denominated in any Foreign Currency or payments relating to any such Loan required under Section 2.15,

which are payable in such Foreign Currency) or under any other Loan Document (except to the extent

otherwise provided therein) are payable in Dollars. Notwithstanding the foregoing, if the Borrowers shall

fail to pay any principal of any Loan when due (whether at stated maturity, by acceleration, by mandatory

prepayment or otherwise), the unpaid portion of such Loan shall, if such Loan is not denominated in

Dollars, automatically be redenominated in Dollars on the due date thereof (or, if such due date is a day

other than the last day of the Interest Period therefor, on the last day of such Interest Period) in an amount

equal to the Dollar Equivalent thereof on the date of such redenomination and such principal shall be

payable on demand; and if the Borrowers shall fail to pay any interest on any Loan that is not

denominated in Dollars, such interest shall automatically be redenominated in Dollars on the due date

therefor (or, if such due date is a day other than the last day of the Interest Period therefor, on the last day

of such Interest Period) in an amount equal to the Dollar Equivalent thereof on the date of such

redenomination and such interest shall be payable on demand.

(b)Application of Insufficient Payments. If at any time insufficient funds are

received by and available to the Administrative Agent to pay fully all amounts of principal, unreimbursed

LC Disbursements, interest and fees then due hereunder, such funds shall be applied (i) first, to pay

interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the

amounts of interest and fees then due to such parties, and (ii) second, to pay principal and unreimbursed

LC Disbursements then due hereunder, ratably among the parties entitled thereto in accordance with the

amounts of principal and unreimbursed LC Disbursements then due to such parties.

(c)Pro Rata Treatment. Except to the extent otherwise provided herein (including

Section 2.19): (i) each Borrowing of Revolving Credit Loans shall be made from the Revolving Credit

Lenders, each payment of commitment fee under Section 2.10 in respect of the Revolving Credit

Commitments shall be made for account of the Revolving Credit Lenders, and each termination or

reduction of the amount of the Revolving Credit Commitments under Section 2.07 shall be applied to the

Revolving Credit Commitments of the Revolving Credit Lenders, pro rata according to the amounts of

their respective Revolving Credit Commitments; (ii) each Borrowing of Revolving Credit Loans shall be

allocated pro rata among the Revolving Credit Lenders according to the amounts of their respective

Revolving Credit Commitments (in the case of the making of Revolving Credit Loans) or their respective

Revolving Credit Loans that are to be included in such Borrowing (in the case of conversions and

continuations of Revolving Credit Loans); (iii) reserved; (iv) each payment or prepayment of principal of

Revolving Credit Loans and Incremental Term Loans by the Borrowers shall be made for account of the

relevant Lenders pro rata in accordance with the respective unpaid principal amounts of the Loans of

such Class held by them; and (v) each payment of interest on Revolving Credit Loans and Incremental

Term Loans by the Borrowers shall be made for account of the relevant Lenders pro rata in accordance

with the amounts of interest on such Loans then due and payable to the respective Lenders.

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(d)Sharing of Payments by Lenders. Subject to Section 2.19, if any Lender shall, by

exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of

or interest on any of its Loans or other obligations hereunder resulting in such Lender’s receiving

payment of a proportion of the aggregate amount of its Loans and accrued interest thereon or other such

obligations greater than its pro rata share thereof as provided herein, then the Lender receiving such

greater proportion shall (A) notify the Administrative Agent of such fact, and (B) purchase (for cash at

face value) participations in the Loans and such other obligations of the other Lenders, or make such other

adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders

ratably in accordance with the aggregate amount of principal of and accrued interest on their respective

Loans and other amounts owing them; provided that:

(i)if any such participations are purchased and all or any portion of the

payment giving rise thereto is recovered, such participations shall be rescinded and the purchase

price restored to the extent of such recovery, without interest; and

(ii)the provisions of this paragraph shall not be construed to apply to (x) any

payment made by any Obligor pursuant to and in accordance with the express terms of this

Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or

sale of a participation in any of its Loans or participations in LC Disbursements to any assignee

or participant, other than to any Obligor or any Affiliate thereof (as to which the provisions of this

paragraph shall apply).

Each Obligor consents to the foregoing and agrees, to the extent it may effectively do so under applicable

law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise

against each Obligor rights of setoff and counterclaim with respect to such participation as fully as if such

Lender were a direct creditor of each Obligor in the amount of such participation.

(e)Payments by the Borrowers; Presumptions by the Administrative Agent. Unless

the Administrative Agent shall have received notice from the Borrowers prior to the date on which any

payment is due to the Administrative Agent for the account of the Lenders or an Issuing Bank hereunder

that the Borrowers will not make such payment, the Administrative Agent may assume that the Borrowers

have made such payment on such date in accordance herewith and may, in reliance upon such

assumption, distribute to the Lenders or such Issuing Bank, as the case may be, the amount due. In such

event, if the Borrowers have not in fact made such payment, then each of the Lenders or such Issuing

Bank, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the

amount so distributed to such Lender or such Issuing Bank with interest thereon, for each day from and

including the date such amount is distributed to it to but excluding the date of payment to the

Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the

Administrative Agent in accordance with banking industry rules on interbank compensation. Nothing

herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the

Borrowers.

(f)Certain Deductions by the Administrative Agent. If any Lender shall fail to

make any payment required to be made by it pursuant to Section 2.04(e), 2.05(b), 2.17(e) or 10.03(c) then

the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (i)

apply any amounts thereafter received by the Administrative Agent for the account of such Lender for the

benefit of the Administrative Agent or the applicable Issuing Bank to satisfy such Lender’s obligations

under such Sections until all such unsatisfied obligations are fully paid, and/or (ii) until such time as the

Administrative Agent, the Borrowers and the Issuing Banks each agree that such Lender has adequately

remedied all matters that caused such Lender to fail to make such payment, hold any such amounts in a

segregated account as cash collateral for, and application to, any future funding obligations of such

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Lender under such Sections; in the case of each of clauses (i) and (ii) above, in any order as determined

by the Administrative Agent in its sole discretion.

SECTION 2.18 Mitigation Obligations; Replacement of Lenders.

(a)Designation of a Different Lending Office. Each Lender agrees that, upon the

occurrence of any event giving rise to the operation of Section 2.13, 2.14, 2.16(a) or 2.16(c) with respect

to such Lender, it will, if requested by the Borrowers, use reasonable efforts (subject to overall policy

considerations of such Lender) to designate another lending office for any Loans affected by such event

with the object of avoiding the consequences of such event; provided that (i) such designation is made on

terms that, in the sole judgment of such Lender, cause such Lender and its lending office(s) to suffer no

material economic, legal or regulatory disadvantage and (ii) nothing in this Section shall affect or

postpone any of the obligations of the Borrowers or the rights of any Lender pursuant to Section 2.13,

2.14 or 2.16(a). The Borrowers hereby agree to pay all reasonable out-of-pocket costs and expenses

incurred by any Lender in connection with any such designation or assignment.

(b)Replacement of Lenders. Subject to the requirements of Section 10.04(g), the

Borrowers shall be permitted to replace (at their sole expense) with a financial institution or financial

institutions any Lender that (x) requests reimbursement for amounts owing pursuant to Section 2.14, 2.15

(to the extent a request made by a Lender pursuant to the operation of Section 2.15 is materially greater

than requests made by other Lenders) or 2.16 or gives a notice of illegality pursuant to Section 2.13, (y) is

a Defaulting Lender, or (z) that has refused to consent to any waiver or amendment with respect to any

Loan Document that requires the consent of all of the Lenders and has been consented to by the Required

Lenders; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) such

Lender shall have received payment of an amount equal to the outstanding principal of its Loans and

participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable

to it hereunder and under the other Loan Documents (including any amounts under Section 2.15) from the

assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers (in

the case of all other amounts), (iii) the replacement financial institution or financial institutions, if not

already a Lender, shall be reasonably satisfactory to the Administrative Agent and each Issuing Bank to

the extent that an assignment to such replacement financial institution of the rights and obligations being

acquired by it would otherwise require the consent of the Administrative Agent or such Issuing Bank

pursuant to Section 10.04, (iv) the replaced Lender shall be obligated to make such replacement in

accordance with the provisions of Section 10.04, (v) the Borrowers shall pay all additional amounts (if

any) required pursuant to Section 2.14 or 2.16, as the case may be, in respect of any period prior to the

date on which such replacement shall be consummated, (vi) if applicable, the replacement financial

institution or financial institutions shall consent to such amendment or waiver, (vii) any such replacement

shall not be deemed to be a waiver of any rights that the Borrowers, the Administrative Agent or any

other Lender shall have against the replaced Lender, and (viii) in the case of any such assignment

resulting from a claim for compensation under Section 2.14 or payments required to be made pursuant to

Section 2.16, such assignment will result in a reduction in such compensation or payments thereafter.

SECTION 2.19. Defaulting Lenders.

Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes

a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting

Lender:

(a)commitment fees shall cease to accrue from and after the time such Lender

becomes a Defaulting Lender on the unused portion of the Revolving Credit Commitment of such

Defaulting Lender pursuant to Section 2.10(a);

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(b)if such Defaulting Lender is an Issuing Bank, fronting fees shall cease to accrue

from and after the time such Lender becomes a Defaulting Lender on the LC Exposure attributable to

Letters of Credit issued by such Issuing Bank pursuant to Section 2.10(b)(i);

(c)the Revolving Credit Commitment, Revolving Credit Exposure and Incremental

Term Loans, if any, of such Defaulting Lender shall not be included in determining whether all Lenders

or the Required Lenders have taken or may take any action hereunder (including any consent to any

amendment, waiver or modification pursuant to Section 10.02), provided that any amendment, waiver or

modification requiring the consent of all Lenders or each affected Lender which affects such Defaulting

Lender differently than other affected Lenders or that would (i) change the percentage of Revolving

Credit Commitments or of the aggregate unpaid principal amount of the Loans or LC Exposures, or the

number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder, (ii)

amend Section 10.02 in a manner which affects such Defaulting Lender differently than other Lenders

and is adverse to such Defaulting Lender or this Section 2.19, (iii) increase or extend the Revolving

Credit Commitment of such Defaulting Lender or subject such Defaulting Lender to any additional

obligations (it being understood that any amendment, waiver or consent in respect of conditions

precedent, covenants, Defaults or Events of Default shall not constitute an increase or extension of the

Revolving Credit Commitment of any Lender or an additional obligation of any Lender), (iv) reduce the

principal of the Loans made by such Defaulting Lender or any LC Disbursements payable hereunder to

such Defaulting Lender or (v) postpone the scheduled date for any payment of principal of, or interest on,

the Loans made by such Defaulting Lender or any LC Disbursements payable hereunder to such

Defaulting Lender, shall in each case require the consent of such Defaulting Lender (which consent shall

be deemed to have been given if such Defaulting Lender fails to respond to a written request for such

consent within 30 days after receipt of such written request);

(d)if any LC Exposure exists at the time such Lender becomes a Defaulting Lender

or at any time such Lender remains a Defaulting Lender, then:

(i)all or any part of such LC Exposure shall be reallocated among the Non-

Defaulting Lenders in accordance with their respective Adjusted Applicable Percentages but only

to the extent (x) the sum of any Non-Defaulting Lender’s Revolving Credit Exposure plus its

Adjusted Applicable Percentage of such Defaulting Lender’s LC Exposure does not exceed such

Non-Defaulting Lender’s Revolving Credit Commitment and (y) the sum of all Non-Defaulting

Lenders’ Revolving Credit Exposures plus such Defaulting Lender’s LC Exposure does not

exceed the total of all Non-Defaulting Lenders’ Revolving Credit Commitments (it being

understood that such LC Exposure shall not be reallocated after the Revolving Credit

Commitments are terminated on the Maturity Date);

(ii)if the reallocation described in clause (i) above cannot, or can only

partially, be effected, the Borrowers shall within three Business Day following notice by the

Administrative Agent cash collateralize such Defaulting Lender’s LC Exposure (after giving

effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures

set forth in Section 2.04(k) for so long as such LC Exposure is outstanding;

(iii)if the Borrowers cash collateralize any portion of such Defaulting

Lender’s LC Exposure pursuant to this Section 2.19(d), the Borrowers shall not be required to

pay any fees to such Defaulting Lender pursuant to Section 2.10(b) with respect to such

Defaulting Lender’s LC Exposure (and such fees shall cease to accrue with respect to such

Defaulting Lender’s LC Exposure) during the period such Defaulting Lender’s LC Exposure is

cash collateralized;

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(iv)if the LC Exposure of the Non-Defaulting Lenders is reallocated

pursuant to this Section 2.19(d), then the fees payable to the Lenders pursuant to Sections 2.10(a)

and 2.10(b) shall be adjusted in accordance with such Non-Defaulting Lenders’ Adjusted

Applicable Percentages; and

(v)if any Defaulting Lender’s LC Exposure is not reallocated pursuant to

this Section 2.19(d), then, without prejudice to any rights or remedies of any Issuing Bank or any

Lender hereunder, all letter of credit fees payable under Section 2.10(b) with respect to such

Defaulting Lender’s LC Exposure shall be payable to the applicable Issuing Bank(s) until such

LC Exposure is reallocated;

(e)so long as any Lender is a Defaulting Lender, no Issuing Bank shall be required

to issue, extend or increase any Letter of Credit unless such Defaulting Lender’s LC Exposure that would

result from such newly issued, extended or increased Letter of Credit has been or would be, at the time of

such issuance, extension or increase, fully allocated among Non-Defaulting Lenders pursuant to Section

2.19(d)(i) or fully cash collateralized by the Borrowers pursuant to Section 2.19(d)(ii);

(f)in the event that the Administrative Agent, the Borrowers and the Issuing Banks

each agree that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a

Defaulting Lender, then the LC Exposure of the Lenders shall be readjusted to reflect the inclusion of

such Defaulting Lender’s Revolving Credit Commitment and on such date such Defaulting Lender shall

purchase at par such of the Loans of the other Lenders as the Administrative Agent shall determine may

be necessary in order for such Defaulting Lender to hold such Loans in accordance with its Applicable

Percentage;

(g)subject to Section 10.21, no reallocation pursuant to paragraph (d) above, nor the

operation of any other provision of this Section 2.19, will (i) constitute a waiver or release of any claim

the Borrowers, the Administrative Agent, any Issuing Bank or any other Lender may have against such

Defaulting Lender, or (except with respect to clause (f) above) cause such Defaulting Lender to be a Non-

Defaulting Lender, or (ii) except as expressly provided in this Section 2.19, excuse or otherwise modify

the performance by the Borrowers of their respective obligations under this Agreement and the other

Loan Documents; and

(h)anything herein to the contrary notwithstanding, the Borrowers may terminate the

unused amount of the Revolving Credit Commitment of a Defaulting Lender on a non-pro rata basis upon

not less than three Business Days’ prior notice to the Administrative Agent (which shall promptly notify

the Lenders thereof), provided that such termination will not be deemed to be a waiver or release of any

claim the Borrowers, the Administrative Agent, the Issuing Bank or any Lender may have against such

Defaulting Lender.

SECTION 2.20 Joint and Several Liability of the Borrowers. Notwithstanding anything

in this Agreement or any other Loan Document to the contrary, each Borrower hereby accepts joint and

several liability hereunder and under the other Loan Documents in consideration of the financial

accommodations to be provided by Administrative Agent, the Issuing Banks and Lenders under this

Agreement and the other Loan Documents, for the mutual benefit, directly and indirectly, of each

Borrower and in consideration of the undertakings of the other Borrower to accept joint and several

liability for the Borrower Obligations (as hereinafter defined). Each Borrower, jointly and severally,

hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and

several liability with the other Borrower, with respect to the payment and performance of all of the

Borrower Obligations (including any Borrower Obligations arising under this Section), it being the

intention of the parties hereto that all of the Borrower Obligations shall be the joint and several

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obligations of each Borrower without preferences or distinction among them. If and to the extent that any

Borrower shall fail to make any payment with respect to any of the Borrower Obligations as and when

due or to perform any of the Borrower Obligations in accordance with the terms thereof, then in each such

event, the other Borrower will make such payment with respect to, or perform, such Borrower

Obligations. Subject to the terms and conditions hereof, the Borrower Obligations of each Borrower

under the provisions of this Section constitute the absolute and unconditional, full recourse Borrower

Obligations of each Borrower, enforceable against each such Person to the full extent of its properties and

assets, irrespective of the validity, binding effect or enforceability of this Agreement, the other Loan

Documents or any other circumstances whatsoever. As used in this Section, “Borrower Obligations”

means all liabilities and obligations of every nature of the Borrowers from time to time owed to the

Administrative Agent, the Issuing Banks, the Lenders or any of them under any Loan Document, whether

for principal, interest (including all interest and expenses accrued or incurred subsequent to the

commencement of any bankruptcy or insolvency proceedings with respect to the Borrowers, whether or

not such interest or expenses are allowed as a claim in such proceeding), fees, expenses, indemnification

or otherwise and whether primary, secondary, direct, indirect, contingent, fixed or otherwise (including

obligations of performance).

SECTION 2.21 Incremental Term Facility.

(a)Provided there exists no Default, upon notice to the Administrative Agent (which

shall promptly notify the Lenders) specifying in reasonable detail the proposed terms thereof, the

Borrowers may from time to time after the Amendment Effective Date, request the establishment of one

or more new term loan commitments (the “Incremental Term Loan Commitments”; the facility

represented by such commitments and the term loans made thereunder, the “Incremental Term Loan

Facility”) by an amount (for all such requests, together with all requests for an increase in the Revolving

Credit Facility pursuant to Section 2.22) not exceeding $250,000,000; provided that (i) any such request

for an increase shall be in a minimum amount of the lesser of (x) $25,000,000 and (y) the entire

remaining amount of new term loan commitments available under this Section, and (ii) the Borrowers

shall make no more than a total of three requests for Incremental Term Loan Commitments under this

Section and/or increases in the Revolving Credit Facility under Section 2.22. At the time of sending such

notice, the Borrowers and the Administrative Agent shall specify the time period within which each

Lender is requested to respond (which shall in no event be less than ten Business Days from the date of

delivery of such notice to the Lenders).

(b)Each Lender shall notify the Administrative Agent within such time period

whether or not it elects to provide such Incremental Term Loans and, if so, whether by an amount equal

to, greater than, or less than its ratable portion (based on such Lender’s ratable share of the Revolving

Credit Facility as of the date of such notice) of such Incremental Term Loan Commitments. Any Lender

approached to provide all or a portion of the Incremental Term Loans may elect or decline, in its sole

discretion, to provide such loans thereunder. Any Lender not responding within such time period shall be

deemed to have declined to provide the Incremental Term Loans.

(c)The Administrative Agent shall promptly notify the Borrowers and each Lender

of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested

Incremental Term Facility, the Borrowers may also invite Eligible New Lenders to become Incremental

Term Lenders pursuant to a joinder agreement in form and substance reasonably satisfactory to the

Administrative Agent.

(d)If the Incremental Term Loans are made in accordance with this Section, the

Administrative Agent and the Borrowers shall determine the effective date (the “Incremental Term

Effective Date”) and the final allocation of such Incremental Term Loans. The Administrative Agent

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shall promptly notify the Borrowers and the Incremental Term Lenders of the final allocation of such

Incremental Term Loans and the Incremental Term Effective Date. The terms and conditions of any

Incremental Term Loan Facility shall be identical to those of the Revolving Credit Facility (except to

reflect the term loan nature of the Incremental Term Loan Facility including, that once repaid or prepaid,

Incremental Term Loans cannot be re-borrowed), shall be governed by this Agreement, shall be

unsecured and shall have the same guarantees as the Revolving Credit Facility. In connection with the

making of the Incremental Term Loans, this Agreement and the other Loan Documents may be amended

in a writing (which may be executed and delivered by the Obligors and the Administrative Agent, without

the consent of any Lender) to reflect any technical changes necessary to give effect to such Incremental

Term Loan Facility in accordance with its terms as set forth herein (including the addition of such

Incremental Term Loans as a “Facility” hereunder) (such amendment, an “Incremental Term Loan

Amendment Agreement”).

(e)As a condition precedent to such Incremental Term Facility,

(i) each Borrower shall deliver to the Administrative Agent a certificate of

such Borrower dated as of the Incremental Term Effective Date signed by a Responsible

Officer of such Borrower, certifying and attaching the resolutions adopted by such

Borrower approving or consenting to such Incremental Term Facility, and certifying that

the conditions precedent set out in the following subclauses (ii) through (v) have been

satisfied (which certificate shall include supporting calculations demonstrating

compliance with the conditions set forth in clause (vi) below),

(ii) no Default shall have occurred and be continuing or would result from

such increase,

(iii) the representations and warranties of the Obligors set forth in this

Agreement, and of each Credit Party in each of the other Loan Documents to which it is a

party, shall be true and correct in all material respects as of the Incremental Term

Effective Date, except for representations and warranties expressly stated to relate to a

specific earlier date, in which case such representations and warranties were true and

correct in all material respects as of such earlier date (provided that, in each case, any

representation and warranty that is qualified as to “materiality,” “Material Adverse

Effect” or similar language shall be true and correct (after giving effect to any

qualification therein) in all respects on such respective dates),

(iv) (A) the maturity date with respect to the Incremental Term Facility shall

not be prior to the Maturity Date and (B) the Incremental Term Facility shall not require

any amortization payments to be made thereunder prior to the Maturity Date, except for,

in the case of this clause (B), amortization payments in an aggregate amount not

exceeding 5% of the aggregate principal amount of such Incremental Term Facility in any

fiscal year of the Obligors, and

(v) immediately after giving effect to the Incremental Term Loan

Commitments and the making of Incremental Term Loans thereunder, the Obligors shall

be in Pro Forma Compliance (it being understood and agreed that the proceeds of such

Incremental Term Loans shall not be included as Unrestricted Cash for purposes of the

calculation under this clause (v)), and

(vi) to the extent reasonably requested by the Administrative Agent, the

Administrative Agent shall have received legal opinions, resolutions, officers’ certificates

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and/or reaffirmation agreements consistent with those delivered on the Amendment

Effective Date under Section 5.01 with respect to the Obligors and each other Credit

Party evidencing the approval of such Incremental Term Loans by the Obligors and each

other Credit Party.

SECTION 2.22 Increase in Revolving Credit Commitments.

(a)Provided there exists no Default, upon notice to the Administrative Agent (which

shall promptly notify the Revolving Credit Lenders) specifying in reasonable detail the proposed terms

thereof, the Borrowers may from time to time after the Amendment Effective Date, request an increase in

the Revolving Credit Facility (which shall be on the same terms as the Revolving Credit Facility) by an

amount (for all such requests, together with all requests for Incremental Term Loan Commitments

pursuant to Section 2.21) not exceeding $250,000,000; provided that (i) any such request for an increase

shall be in a minimum amount of the lesser of (x) $25,000,000 and (y) the entire remaining amount of

increases available under this Section and (ii) the Borrowers shall make no more than a total of

three requests for increases in the Revolving Credit Facility under this Section 2.22 and/or Incremental

Term Loan Commitments under Section 2.21. At the time of sending such notice, the Borrowers and the

Administrative Agent shall specify the time period within which each Revolving Credit Lender is

requested to respond (which shall in no event be less than ten Business Days from the date of delivery of

such notice to the Revolving Credit Lenders).

(b)Each Revolving Credit Lender shall notify the Administrative Agent within such

time period whether or not it agrees to increase its Revolving Credit Commitment and, if so, whether by a

percentage of the requested increase equal to, greater than, or less than its Applicable Percentage in

respect of the Revolving Credit Facility. Any Revolving Credit Lender approached to provide all or a

portion of the increase in the Revolving Credit Facility may elect or decline, in its sole discretion, to

provide such increase of the loans thereunder. Any Revolving Credit Lender not responding within such

time period shall be deemed to have declined to increase its Revolving Credit Commitment.

(c)The Administrative Agent shall promptly notify the Borrowers and each

Revolving Credit Lender of the Revolving Credit Lenders’ responses to each request made hereunder. To

achieve the full amount of a requested increase, the Borrowers may also invite Eligible New Lenders to

become Revolving Credit Lenders pursuant to a joinder agreement in form and substance reasonably

satisfactory to the Administrative Agent.

(d)If the Revolving Credit Facility is increased in accordance with this Section, the

Administrative Agent and the Borrowers shall determine the effective date (the “Revolving Credit

Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall

promptly notify the Borrowers and the Revolving Credit Lenders of the final allocation of such increase

and the Revolving Credit Increase Effective Date. In connection with any increase in the Revolving

Credit Facility, this Agreement and the other Loan Documents may be amended in a writing (which may

be executed and delivered by the Obligors and the Administrative Agent, without the consent of any

Lender) to reflect any technical changes necessary to give effect to such increase in accordance with its

terms as set forth herein (such amendment, an “Increased Revolving Credit Facility Amendment

Agreement”).

(e)As conditions precedent to such increase,

(i) each Borrower shall deliver to the Administrative Agent a certificate of

such Borrower dated as of the Revolving Credit Increase Effective Date signed by a

Responsible Officer of such Borrower, certifying and attaching the resolutions adopted

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by such Borrower approving or consenting to such increase, and certifying that the

conditions precedent set out in the following subclauses (ii) through (iv) have been

satisfied (which certificate shall include supporting calculations demonstrating

compliance with the conditions set forth in clause (iv) below),

(ii) no Default shall have occurred and be continuing or would result from

such increase,

(iii) the representations and warranties of the Obligors set forth in this

Agreement, and of each Credit Party in each of the other Loan Documents to which it is a

party, shall be true and correct in all material respects as of the Revolving Credit Increase

Effective Date, except for representations and warranties expressly stated to relate to a

specific earlier date, in which case such representations and warranties were true and

correct in all material respects as of such earlier date (provided that, in each case, any

representation and warranty that is qualified as to “materiality,” “Material Adverse

Effect” or similar language shall be true and correct (after giving effect to any

qualification therein) in all respects on such respective dates),

(iv) immediately after giving effect to such increase, the Obligors shall be

in Pro Forma Compliance, and

(v) to the extent reasonably requested by the Administrative Agent, the

Administrative Agent shall have received legal opinions, board resolutions, officers’

certificates and/or reaffirmation agreements consistent with those delivered on the

Amendment Effective Date under Section 5.01 with respect to the Obligors and each

other Credit Party evidencing the approval of such increase by the Obligors and each

other Credit Party.

(f)On the Revolving Credit Increase Effective Date, the Borrowers shall (A) prepay

the outstanding Revolving Credit Loans (if any) in full; (B) simultaneously borrow new Revolving Credit

Loans hereunder in an amount equal to such prepayment, provided that with respect to subclauses (A) and

(B), (x) the prepayment to, and borrowing from, any existing Revolving Credit Lender shall be effected

by book entry to the extent that any portion of the amount prepaid to such Revolving Credit Lender will

be subsequently borrowed from such Revolving Credit Lender and (y) the existing Revolving Credit

Lenders and any Eligible New Lenders that become Revolving Credit Lenders pursuant to this Section, if

any, shall make and receive payments among themselves, in a manner acceptable to the Administrative

Agent, so that, after giving effect thereto, the Revolving Credit Loans are held ratably by the Revolving

Credit Lenders in accordance with the respective Revolving Credit Commitments of such Revolving

Credit Lenders (after giving effect to such increase); and (C) pay to the Revolving Credit Lenders the

amounts, if any, payable under Section 2.15 as a result of any such prepayment. Concurrently therewith,

the Revolving Credit Lenders shall be deemed to have adjusted their participation interests in any

outstanding Letters of Credit so that such interests are held ratably in accordance with their Revolving

Credit Commitments as so increased.

SECTION 2.23 Additional Borrowers. An Affiliate of an Obligor may, with the prior

written consent of the Administrative Agent and each Lender (provided that no such consent shall be

required for any Affiliate of an Obligor organized under the laws of any Permitted Jurisdiction with

respect to which at least 10 Business Days’ (or such shorter period as the Administrative Agent shall

otherwise agree) prior notice to the Administrative Agent and the Lenders has been given) and subject to

the immediately following sentence, become a party to this Agreement as a Borrower and be deemed a

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Borrower for all purposes of this Agreement and the other Loan Documents (such Affiliate of an Obligor,

an “Additional Borrower”) by delivery to the Administrative Agent of an Additional Borrower Joinder

Agreement executed by such Additional Borrower and the satisfaction of the conditions set forth in

Section 5.04(a). No Additional Borrower shall be admitted as a party to this Agreement as a Borrower

unless at the time of such admission and after giving effect thereto (a) the representations and warranties

set forth in Article IV shall be true and correct with respect to such Additional Borrower, (b) such

Additional Borrower shall be in compliance in all material respects with all of the terms and provisions

set forth herein on its part to be observed or performed at the time of the admission and after giving effect

thereto, and (c) no Default or Event of Default shall have occurred and be continuing.

SECTION 2.24 Additional Guarantors.

(a) Parent Guarantors. The Obligors may at any time and from time to time,

including for purposes of complying with Section 7.05, designate any Additional Parent Guarantor as a

Parent Guarantor hereunder, by delivery to the Administrative Agent of a Parent Guarantor Joinder

Agreement executed by such Additional Parent Guarantor and the satisfaction of the conditions with

respect to such Additional Guarantor set forth in Section 5.04(b) (or waiver thereof in accordance with

Section 10.02).

(b)Subsidiary Guarantors. The Obligors may at any time and from time to time,

including for purposes of complying with Section 7.01, designate any of their Subsidiaries as a Subsidiary

Guarantor hereunder (such Subsidiary, an “Additional Subsidiary Guarantor”), by delivery to the

Administrative Agent of the Subsidiary Guarantor Agreement (or, if the Subsidiary Guarantee Agreement

shall have been theretofore executed and delivered, a Subsidiary Guarantee Joinder Agreement) executed

by such Additional Subsidiary Guarantor and the satisfaction of the conditions with respect to such

Additional Subsidiary Guarantor set forth in Section 5.04(b) (or waiver thereof in accordance with

Section 10.02).

SECTION 2.25 [Reserved].

SECTION 2.26 Benchmark Replacement Setting.

(a)Benchmark Replacement. Notwithstanding anything to the contrary herein or in

any other Loan Document, upon the occurrence of a Benchmark Transition Event with respect to any

Benchmark, the Administrative Agent and the Borrowers may amend this Agreement to replace such

Benchmark with a Benchmark Replacement. Any such amendment with respect to a Benchmark

Transition Event will become effective at 5:00 p.m. (New York City time) on the fifth (5th) Business Day

after the Administrative Agent has posted such proposed amendment to all affected Lenders and the

Borrowers so long as the Administrative Agent has not received, by such time, written notice of objection

to such amendment from Lenders comprising the Required Lenders. No replacement of a Benchmark

with a Benchmark Replacement pursuant to this Section 2.26(a) will occur prior to the applicable

Benchmark Transition Start Date.

(b)Benchmark Replacement Conforming Changes. In connection with the use,

administration, adoption or implementation of a Benchmark Replacement, the Administrative Agent will

have the right to make Conforming Changes from time to time and, notwithstanding anything to the

contrary herein or in any other Loan Document, any amendments implementing such Conforming

Changes will become effective without any further action or consent of any other party to this Agreement

or any other Loan Document.

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(c)Notices; Standards for Decisions and Determinations. The Administrative Agent

will promptly notify the Borrowers and the Lenders of (i) the implementation of any Benchmark

Replacement and (ii) the effectiveness of any Conforming Changes in connection with the use,

administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will

notify the Borrowers of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to Section

2.26(d) and (y) the commencement of any Benchmark Unavailability Period. Any determination,

decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group

of Lenders) pursuant to this Section 2.26, including any determination with respect to a tenor, rate or

adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to

take or refrain from taking any action or any selection, will be conclusive and binding absent manifest

error and may be made in its or their sole discretion and without consent from any other party to this

Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this

Section 2.26.

(d)Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary

herein or in any other Loan Document, at any time (including in connection with the implementation of a

Benchmark Replacement), (i) if any then-current Benchmark is a term rate (including Term SOFR or the

EURIBOR Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other

information service that publishes such rate from time to time as selected by the Administrative Agent in

its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has

provided a public statement or publication of information announcing that any tenor for such Benchmark

is not or will not be representative, then the Administrative Agent may modify the definition of “Interest

Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to

remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to

clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark

(including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is

not or will not be representative for a Benchmark (including a Benchmark Replacement), then the

Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous

definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.

(e)Benchmark Unavailability Period. Upon the Borrowers’ receipt of notice of the

commencement of a Benchmark Unavailability Period with respect to a given Benchmark, (i) the

Borrowers may revoke any pending request for a Term Benchmark Borrowing or RFR Borrowing of,

conversion to or continuation of Term Benchmark Loans to be made, converted or continued during any

Benchmark Unavailability Period denominated in the applicable Currency and, failing that, (A) in the

case of any request for any affected Term Benchmark Borrowing in Dollars, the Borrowers will be

deemed to have converted any such request into a request for an ABR Borrowing or conversion to ABR

Loans in the amount specified therein and (B) in the case of any request for any affected RFR Borrowing

or Term Benchmark Borrowing, in each case, in an Agreed Foreign Currency, if applicable, then such

request shall be ineffective and (ii)(A) any outstanding affected Loans denominated in Dollars, if

applicable, will be deemed to have been converted Term Benchmark into ABR Loans immediately and

(B) any outstanding affected RFR Loans or Term Benchmark Loans, in each case, denominated in an

Agreed Foreign Currency, at the Borrower’s election, shall either (I) be converted into ABR Loans

denominated in Dollars (in an amount equal to the Dollar Equivalent of such Agreed Foreign Currency)

immediately or, in the case of Term Benchmark Loans, at the end of the applicable Interest Period or (II)

be prepaid in full immediately or, in the case of Term Benchmark Loans, at the end of the applicable

Interest Period; provided that, with respect to any RFR Loan, if no election is made by the Borrowers by

the date that is three Business Days after receipt by the Borrowers of such notice, the Borrowers shall be

deemed to have elected clause (I) above; provided, further that, with respect to any Term Benchmark

Loan, if no election is made by the Borrowers by the earlier of (x) the date that is three Business Days

after receipt by the Borrowers of such notice and (y) the last day of the current Interest Period for the

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applicable Term Benchmark Loan, the Borrowers shall be deemed to have elected clause (I) above. Upon

any such prepayment or conversion, the Borrowers shall also pay accrued interest (except with respect to

any prepayment or conversion of a RFR Loan) on the amount so prepaid or converted, together with any

additional amounts required pursuant to Section 2.15. During a Benchmark Unavailability Period with

respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available

Tenor, the component of ABR based upon the then-current Benchmark that is the subject of such

Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any

determination of ABR.

ARTICLE III

GUARANTEE

SECTION 3.01 The Guarantee. The Parent Guarantors hereby jointly and severally

guarantee to each Holder and their successors and permitted assigns the prompt payment in full when due

(whether at stated maturity, by acceleration or otherwise, including amounts that would become due but

for the operation of the automatic stay under applicable Debtor Relief Laws) of the Obligations. The

Parent Guarantors hereby further jointly and severally agree that if the Credit Parties shall fail to pay in

full when due (whether at stated maturity, by acceleration or otherwise, including amounts that would

become due but for the operation of the automatic stay under applicable Debtor Relief Laws) any of the

Obligations, the Parent Guarantors will promptly pay the same, without any demand or notice

whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations,

the same will be promptly paid in full when due (whether at extended maturity, by acceleration or

otherwise) in accordance with the terms of such extension or renewal.

SECTION 3.02 Obligations Unconditional.

(a)Guarantee Absolute. The obligations of the Parent Guarantors under this Article

are primary, absolute and unconditional, joint and several, irrespective of the value, genuineness, validity,

regularity or enforceability of the obligations of the Credit Parties under this Agreement, the other Loan

Documents or any other agreement or instrument referred to herein or therein, or any substitution, release

or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent

permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise

constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this

Section that the obligations of the Parent Guarantors hereunder shall be absolute and unconditional, joint

and several, under any and all circumstances and shall apply to any and all Obligations now existing or in

the future arising. Without limiting the generality of the foregoing, it is agreed that the occurrence of any

one or more of the following shall not affect the enforceability of this Agreement in accordance with its

terms or affect, limit, reduce, discharge, terminate, alter or impair the liability of the Parent Guarantors

hereunder, which shall remain absolute and unconditional as described above:

(i)at any time or from time to time, without notice to the Parent Guarantors,

the time for any performance of or compliance with any of the Obligations shall be extended, or

such performance or compliance shall be waived;

(ii)any of the acts mentioned in any of the provisions of this Agreement, the

other Loan Documents or any other agreement or instrument referred to herein or therein shall be

done or omitted;

(iii)the maturity of any of the Obligations shall be accelerated, or any of the

Obligations shall be modified, supplemented or amended in any respect, or any right under this

Agreement, the other Loan Documents or any other agreement or instrument referred to herein or

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therein shall be waived or any other guarantee of any of the Obligations or any security therefor

shall be released or exchanged in whole or in part or otherwise dealt with;

(iv)any application by any of the Holders of the proceeds of any other

guaranty of or insurance for any of the Obligations to the payment of any of the Obligations;

(v)any settlement, compromise, release, liquidation or enforcement by any

of the Holders of any of the Obligations;

(vi)the giving by any of the Holders of any consent to the merger or

consolidation of, the sale of substantial assets by, or other restructuring or termination of the

corporate existence of, any Borrower or any other Person, or to any disposition of any Equity

Interests by any Borrower or any other Person;

(vii)the exercise by any Holder of any of their rights, remedies, powers and

privileges under the Loan Documents;

(viii)the entering into any other transaction or business dealings with the

Borrowers or any other Person; or

(ix)any combination of the foregoing.

(b)Waiver of Defenses. The enforceability of this Agreement and the liability of the Parent

Guarantors and the rights, remedies, powers and privileges of the Holders under this Agreement shall not

be affected, limited, reduced, discharged or terminated, and each Parent Guarantor hereby expressly

waives to the fullest extent permitted by law any defense now or in the future arising, by reason of:

(i)the illegality, invalidity or unenforceability of any of the Obligations, any

Loan Document or any other agreement or instrument whatsoever relating to any of the

Obligations;

(ii)any disability or other defense with respect to any of the Obligations,

including the effect of any statute of limitations, that may bar the enforcement thereof or the

obligations of such Parent Guarantor relating thereto;

(iii)the illegality, invalidity or unenforceability of any other guaranty of or

insurance for any of the Obligations;

(iv)the cessation, for any cause whatsoever, of the liability of the Borrowers

or any Parent Guarantor with respect to any of the Obligations;

(v)any failure of any of the Holders to marshal assets, to pursue or exhaust

any right, remedy, power or privilege it may have against the Borrowers or any other Person, or

to take any action whatsoever to mitigate or reduce the liability of any Parent Guarantor under

this Agreement, the Holders being under no obligation to take any such action notwithstanding

the fact that any of the Obligations may be due and payable and that any Borrower may be in

default of its obligations under any Loan Document;

(vi)any counterclaim, set-off or other claim which the Borrowers or any

Parent Guarantor has or claims with respect to any of the Obligations;

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(vii)any failure of any of the Holders to file or enforce a claim in any

bankruptcy, insolvency, reorganization or other proceeding with respect to any Person;

(viii)any bankruptcy, insolvency, reorganization, winding-up or adjustment of

debts, or appointment of a custodian, liquidator or the like of it, or similar proceedings

commenced by or against the Borrowers or any other Person, including any discharge of, or bar,

stay or injunction against collecting, any of the Obligations (or any interest on any of the

Obligations) in or as a result of any such proceeding;

(ix)any action taken by any of the Holders that is authorized by this Section

or otherwise in this Agreement or by any other provision of any Loan Document, or any omission

to take any such action; or

(x)any other circumstance whatsoever that might otherwise constitute a

legal or equitable discharge or defense of a surety or guarantor.

(c)Waiver of Counterclaim. The Parent Guarantors expressly waive, to the fullest

extent permitted by law, for the benefit of each of the Holders, any right of set-off and counterclaim with

respect to payment of its obligations hereunder, and all diligence, presentment, demand of payment or

performance, protest, notice of nonpayment or nonperformance, notice of protest, notice of dishonor and

all other notices or demands whatsoever, and any requirement that any Holder exhaust any right, power,

privilege or remedy or proceed against the Credit Parties under this Agreement, the other Loan

Documents or any other agreement or instrument referred to herein or therein, or against any other Person

under any other guarantee of, or security for, any of the Obligations, and all notices of acceptance of this

Agreement or of the existence, creation, incurrence or assumption of new or additional Obligations. Each

Parent Guarantor further expressly waives the benefit of any and all statutes of limitation, to the fullest

extent permitted by applicable law.

(d)Other Waivers. Each Parent Guarantor expressly waives, to the fullest extent

permitted by law, for the benefit of each of the Holders, any right to which it may be entitled:

(i)that the assets of the Borrowers first be used, depleted and/or applied in

satisfaction of the Obligations prior to any amounts being claimed from or paid by such Parent

Guarantor;

(ii)to require that the Borrowers be sued and all claims against the

Borrowers be completed prior to an action or proceeding being initiated against such Parent

Guarantor; and

(iii)to have its obligations hereunder be divided among the Parent

Guarantors, such that each Parent Guarantor’s obligation would be less than the full amount

claimed.

SECTION 3.03 Reinstatement. The obligations of the Parent Guarantors under this

Article shall be automatically reinstated if and to the extent that for any reason any payment by or on

behalf of any Credit Party in respect of the Obligations is rescinded or must be otherwise restored by any

holder of any of the Obligations, whether as a result of any proceedings in bankruptcy or reorganization

or otherwise, and the Parent Guarantors jointly and severally agree that they will indemnify each Holder

on demand for all reasonable costs and expenses (including fees of counsel) incurred by such Holder in

connection with such rescission or restoration, including any such costs and expenses incurred in

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defending against any claim alleging that such payment constituted a preference, fraudulent transfer or

similar payment under any bankruptcy, insolvency or similar law.

SECTION 3.04 Subrogation. The Parent Guarantors hereby jointly and severally agree

that until the payment and satisfaction in full of all Obligations (other than any contingent or

indemnification obligations) and the expiration and termination of the Revolving Credit Commitments

and all LC Exposure of the Lenders under this Agreement they shall not exercise any right or remedy

arising by reason of any performance by them of their guarantee in Section 3.01, whether by subrogation

or otherwise, against any Credit Party or any other guarantor of any of the Obligations or any security for

any of the Obligations. All rights and claims arising under this Section or based upon or relating to any

other right of reimbursement, indemnification, contribution or subrogation that may at any time arise or

exist in favor of any Parent Guarantor as to any payment on account of the Obligations made by it or

received or collected from its property shall be fully subordinated in all respects to the prior payment in

full of the Obligations. If any such payment or distribution is made or becomes available to any Parent

Guarantor in any bankruptcy case or receivership, insolvency or liquidation proceeding, such payment or

distribution shall be delivered by the Person making such payment or distribution directly to the

Administrative Agent, for application to the payment of the Obligations. If any such payment or

distribution is received by any Parent Guarantor, it shall be held by such Parent Guarantor in trust, as

trustee of an express trust for the benefit of the Holders, and shall forthwith be transferred and delivered

by such Parent Guarantor to the Administrative Agent, in the exact form received and, if necessary, duly

endorsed.

SECTION 3.05 Remedies. The Parent Guarantors jointly and severally agree that, as

between the Parent Guarantors and the Lenders, the obligations of the Borrowers under this Agreement

may be declared to be forthwith due and payable as provided in Article VIII (and shall be deemed to have

become automatically due and payable in the circumstances provided in Article VIII) for purposes of

Section 3.01 notwithstanding any stay, injunction or other prohibition preventing such declaration (or

such obligations from becoming automatically due and payable) as against the Borrowers and that, in the

event of such declaration (or such obligations being deemed to have become automatically due and

payable), such obligations (whether or not due and payable by the Borrowers) shall forthwith become due

and payable by the Parent Guarantors for purposes of Section 3.01.

SECTION 3.06 Continuing Guarantee. The guarantee in this Article is a continuing

guarantee and is a guarantee of payment and not merely of collection, and shall apply to all Obligations

whenever arising.

SECTION 3.07 Rights of Contribution. The Parent Guarantors hereby agree, as between

themselves, that if any Parent Guarantor shall become an Excess Funding Guarantor (as defined below)

by reason of the payment by such Parent Guarantor of any Obligations, each other Parent Guarantor shall,

on demand of such Excess Funding Guarantor (but subject to the next sentence), pay to such Excess

Funding Guarantor an amount equal to such Parent Guarantor’s Pro Rata Share (as defined below and

determined, for this purpose, without reference to the properties, debts and liabilities of such Excess

Funding Guarantor) of the Excess Payment (as defined below) in respect of such Obligations. The

payment obligation of a Parent Guarantor to any Excess Funding Guarantor under this Section shall be

subordinate and subject in right of payment to the prior payment in full of the obligations of such Parent

Guarantor under the other provisions of this Section and such Excess Funding Guarantor shall not

exercise any right or remedy with respect to such excess until payment and satisfaction in full of all of

such obligations. For purposes of this Section, (i) “Excess Funding Guarantor” means, in respect of any

Obligations, a Parent Guarantor that has paid an amount in excess of its Pro Rata Share of such

Obligations, (ii) “Excess Payment” means, in respect of any Obligations, the amount paid by an Excess

Funding Guarantor in excess of its Pro Rata Share of such Obligations and (iii) “Pro Rata Share” means,

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for either Parent Guarantor, the ratio (expressed as a percentage) of (x) the amount by which the

aggregate fair saleable value of all properties of such Parent Guarantor (excluding any shares of stock or

other equity interest of any other Parent Guarantor) exceeds the amount of all the debts and liabilities of

such Parent Guarantor (including contingent, subordinated, unmatured and unliquidated liabilities, but

excluding the obligations of such Parent Guarantor hereunder and any obligations of any other Parent

Guarantor that have been Guaranteed by such Parent Guarantor) to (y) the amount by which the aggregate

fair saleable value of all properties of both Parent Guarantors exceeds the amount of all the debts and

liabilities (including contingent, subordinated, unmatured and unliquidated liabilities, but excluding the

obligations of the Parent Guarantors hereunder and under the other Loan Documents) of all of the Parent

Guarantors, determined, with respect to each Parent Guarantor, as of the date that the Guarantee under

this Section shall become effective with respect to such Parent Guarantor.

SECTION 3.08 General Limitation on Obligations. In any action or proceeding

involving any state corporate law, or any state or Federal bankruptcy, insolvency, reorganization or other

law affecting the rights of creditors generally, if the obligations of any Parent Guarantors under this

Article would otherwise, taking into account the provisions of Section 3.07, be held or determined to be

void, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the

amount of its liability under this Article, then, notwithstanding any other provision hereof to the contrary,

the amount of such liability shall, without any further action by such Parent Guarantor, any Holder or any

other Person, be automatically limited and reduced to the highest amount that is valid and enforceable and

not subordinated to the claims of other creditors as determined in such action or proceeding. Each Parent

Guarantor agrees that the Obligations may at any time and from time to time be incurred or permitted in

an amount exceeding the maximum liability of such Parent Guarantor under this Section without

impairing the guarantee contained in this Article or affecting the rights and remedies of any Holder

hereunder.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

Each Obligor represents and warrants to the Administrative Agent, the Issuing Banks and

the Lenders that:

SECTION 4.01 Organization; Powers. Each of the Credit Parties and the Material

Subsidiaries is duly organized, validly existing and in good standing (or, only where applicable, the

equivalent status in any foreign jurisdiction) under the laws of the jurisdiction of its organization, has all

requisite power and authority to carry on its business as now conducted and, except where the failure to

do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse

Effect, is qualified to do business in, and is in good standing (or, only where applicable, the equivalent

status in any foreign jurisdiction) in, every jurisdiction where such qualification is required.

SECTION 4.02 Authorization; Enforceability. The Transactions are within the corporate

and other organizational powers of each of the Credit Parties and have been duly authorized by all

necessary corporate and other organizational action of each of the Credit Parties and, if required, by all

necessary shareholder action of each of the Credit Parties. Each Loan Document has been duly executed

and delivered by each Credit Party party thereto and constitutes a legal, valid and binding obligation of

such Person, enforceable against such Person in accordance with its terms, except as such enforceability

may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general

applicability affecting the enforcement of creditors’ rights and (b) the application of general principles of

equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

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SECTION 4.03 Governmental Approvals; No Conflicts. The Transactions:

(a)except as would not reasonably be expected to result in a Material Adverse

Effect, do not require any consent or approval (including any exchange control approval) of,

registration or filing with, or any other action by, any Governmental Authority, except for such as

have been obtained or made and are in full force and effect,

(b)will not violate the charter, by-laws or other organizational documents of any

Credit Party and, except as would not reasonably be expected to result in a Material Adverse

Effect, will not violate the charter, by-laws or other organizational documents of any Subsidiary

of the Obligors,

(c)except as would not reasonably be expected to result in a Material Adverse

Effect, will not (i) violate any Contractual Obligation of any Obligor or any of its Subsidiaries

and (ii) violate any Requirement of Law with respect to any Obligor or any of its Subsidiaries,

and

(d)except as would not reasonably be expected to result in a Material Adverse

Effect, will not result in the creation or imposition of any Lien on any asset of any Obligor or any

of its Subsidiaries.

SECTION 4.04 Financial Condition; No Material Adverse Change.

(a)Financial Condition. The Obligors have heretofore furnished to the Lenders the

combined and consolidated balance sheet and statements of operations, changes in members’ equity and

partners’ capital and cash flows of the Obligors and their Consolidated Subsidiaries as of and for the

fiscal year ended December 31, 2024, reported on by Ernst & Young LLP, independent public

accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31,

2025. Such financial statements present fairly, in all material respects, the financial position and results

of operations and cash flows of the Obligors and their Consolidated Subsidiaries as of such dates and for

such periods in accordance with GAAP, subject to normal year-end audit adjustments and the absence of

footnotes in the case of the statements referred to in clause (ii) of the first sentence of this paragraph.

(b)No Material Adverse Change. Since December 31, 2024, there has been no

material adverse change, or any event or occurrence which will have a material adverse change, in the

business, financial condition, operations or properties of the Obligors and their Consolidated Subsidiaries,

taken as a whole.

SECTION 4.05 Properties. Each of the Obligors and its Subsidiaries has good title to, or

valid leasehold interests in, all its property, subject only to Liens permitted by Section 7.02 and except

where the failure to do so would not reasonably be expected to result in a Material Adverse Effect.

SECTION 4.06 Litigation and Environmental Matters.

(a)Actions, Suits and Proceedings. Except as disclosed, prior to the date hereof and

in connection with the Amendment Effective Date, in writing by the Obligors to the Administrative Agent

(for delivery to each Lender), there are no actions, suits, proceedings or investigations by or before any

arbitrator or Governmental Authority now pending against or, to the knowledge of any Obligor, likely to

be commenced within a reasonable period of time against any Obligor or any of its Subsidiaries (i) that

would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or

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(ii) that restrain, prevent or impose or can reasonably be expected to impose materially adverse conditions

upon the Transactions.

(b)Environmental Matters. Except with respect to any matters that, individually or

in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, none of the

Obligors nor any of their Subsidiaries (i) has failed to comply with any Environmental Law or to obtain,

maintain or comply with any permit, license or other approval required under any Environmental Law or

(ii) has become subject to any Environmental Liability.

SECTION 4.07 Compliance with Laws; No Default. Each of the Obligors and its

Subsidiaries is in compliance with all Requirements of Law with respect to it, except where the failure to

do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse

Effect. No Default or Event of Default has occurred and is continuing.

SECTION 4.08 Investment Company Status. Each of the Obligors and its Subsidiaries

(other than any Subsidiary that is not a Credit Party and that is organized for purposes of making co-

investments) is not an “investment company” registered or required to be registered under the Investment

Company Act of 1940.

SECTION 4.09 Taxes. Each of the Obligors and its Subsidiaries has timely filed or

caused to be filed all tax returns and reports required to have been filed and has paid or caused to be paid

all Taxes shown to be due and payable on such returns, except (a) Taxes that are being contested in good

faith by appropriate proceedings and for which such Person has set aside on its books any reserves

required in conformity with GAAP or (b) to the extent that the failure to do so would not reasonably be

expected to result in a Material Adverse Effect.

SECTION 4.10 ERISA. No ERISA Event has occurred within the past five years or is

reasonably expected to occur that, when taken together with all other such ERISA Events for which

liability to any Obligor or its Subsidiaries is reasonably expected to occur, would reasonably be expected

to result in a Material Adverse Effect. Except as would not reasonably be expected to result in a Material

Adverse Effect, the present value of all accumulated benefit obligations under each Plan (based on the

assumptions used for purposes of The Financial Accounting Board Accounting Standards Notification

Topic 715) did not, as of the date of the most recent financial statements reflecting such amounts, exceed

the fair market value of the assets of such Plan.

SECTION 4.11 Disclosure.

(a)None of the written information (excluding the projections and pro forma

information referred to below) furnished by or on behalf of the Obligors to the Lenders in connection with

the negotiation of this Agreement and the other Loan Documents or delivered hereunder or thereunder (as

modified or supplemented by other information so furnished), taken as a whole, contains any untrue

statement of material fact or omits to state any material fact necessary to make the statements therein, in

the light of the circumstances under which they were made, not materially misleading; provided that, with

respect to projected and pro forma financial information, the Obligors represent only that such

information was based upon good faith estimates and assumptions believed to be reasonable at the time

made, it being recognized by the Lenders that such information as it relates to future events is not to be

viewed as fact and that actual results during the period or periods covered by such information may differ

from the projected results set forth therein by a material amount.

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(b) As of the Amendment Effective Date, the information included in the Beneficial

Ownership Certification provided on or prior to the Amendment Effective Date to any Lender in

connection with this Agreement is true and correct in all material respects.

SECTION 4.12 Use of Credit. Neither any Obligor nor any of its Subsidiaries is

engaged principally, or as one of its important activities, in the business of extending credit for the

purpose, whether immediate, incidental or ultimate, of buying or carrying Margin Stock, and no part of

the proceeds of any extension of credit hereunder will be used to buy or carry any Margin Stock.

SECTION 4.13 Legal Form. Each of the Loan Documents is in a legal form which

under the law of the Cayman Islands would be enforceable against each Credit Party incorporated under

the laws of the Cayman Islands in accordance with its terms. All formalities required in the Cayman

Islands for the validity and enforceability of each of the Loan Documents (including any necessary

registration, recording or filing with any court or other authority in Cayman Islands) have been

accomplished (save for any stamp duty that may be payable if the Loan Documents are brought into or

executed in the Cayman Islands), and no Indemnified Taxes or Other Taxes are required to be paid to

Cayman Islands (save for any stamp duty that may be payable if the Loan Documents are brought into or

executed in the Cayman Islands), or any political subdivision thereof or therein, and no notarization is

required, for the validity and enforceability thereof.

SECTION 4.14 Ranking. This Agreement and the other Loan Documents and the

obligations evidenced hereby and thereby are and will at all times be direct and unconditional general

obligations of the Credit Parties, and rank and will at all times rank in right of payment and otherwise at

least pari passu with all other unsecured Indebtedness of the Credit Parties, whether now existing or

hereafter outstanding.

SECTION 4.15 Commercial Activity; Absence of Immunity. Each Credit Party is

subject to civil and commercial law with respect to its obligations under this Agreement and each of the

other Loan Documents to which it is a party. The execution, delivery and performance by each Credit

Party of this Agreement and each of the other Loan Documents to which it is a party constitute private

and commercial acts rather than public or governmental acts. None of the Credit Parties, nor any of their

properties or revenues, is entitled to any right of immunity in any jurisdiction from suit, court jurisdiction,

judgment, attachment (whether before or after judgment), setoff or execution of a judgment or from any

other legal process or remedy relating to the obligations of such Credit Party under this Agreement or any

of the other Loan Documents to which it is a party.

SECTION 4.16 Solvency. Each Credit Party is and immediately after giving effect to

each Borrowing and the use of proceeds thereof, will be, Solvent.

SECTION 4.17 No Burdensome Restrictions. The Transactions will not subject any

Credit Party to one or more charter or corporate restrictions that would reasonably be expected to have, in

the aggregate, a Material Adverse Effect. To the best knowledge of the Obligors, there are no

Requirements of Law with respect to any Obligor or any of its Subsidiaries the compliance with which by

such Obligor or such Subsidiary, as the case may be, would reasonably be expected to have, in the

aggregate, a Material Adverse Effect.

SECTION 4.18. Anti-Corruption Laws and Sanctions. The Obligors have implemented

and maintain in effect policies and procedures designed to ensure compliance by the Obligors, their

Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and

applicable Sanctions, and each Obligor, its Subsidiaries and, to the knowledge of such Obligor or any

such Subsidiary, its officers, employees, directors and agents, are in compliance with Anti-Corruption

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Laws and applicable Sanctions, except where the failure to do so, individually or in the aggregate, would

not reasonably be expected to result in (a) a Material Adverse Effect or (b) any Lender violating any

applicable Sanctions, and are not knowingly engaged in any activity that would reasonably be expected

to result in such Obligor being designated as a Sanctioned Person. None of (a) the Obligors, any

Subsidiary nor, to the knowledge of any Obligor or any Subsidiary any of their respective directors,

officers or employees, or (b) to the knowledge of each Obligor, any agent of such Obligor or any

Subsidiary that will act in any capacity in connection with or benefit from the credit facility established

hereby, is a Sanctioned Person or is the target of Sanctions. No Borrowing or Letter of Credit, use of

proceeds or other transaction contemplated by the Agreement will violate Anti-Corruption Laws or

applicable Sanctions.

SECTION 4.19. Outbound Investment Rules. None of the Obligors or any of their

Subsidiaries are a ‘covered foreign person’ as that term is used in the Outbound Investment Rules. None

of the Obligors nor any of their Subsidiaries currently engage, or have any present intention to engage in

the future, directly or indirectly, in a “covered transaction”, as such term is defined in the Outbound

Investment Rules.

ARTICLE V

CONDITIONS

SECTION 5.01 Conditions to Effectiveness. The amendment and restatement of the

Existing Credit Agreement provided for hereby and the obligations of the Lenders to make Loans and of

the Issuing Banks to issue Letters of Credit hereunder shall not become effective unless and until each of

the following conditions shall have been satisfied in form and substance reasonably satisfactory to the

Administrative Agent (or such condition shall have been waived in accordance with Section 10.02):

(a)Executed Counterparts. The Administrative Agent shall have received from each

party hereto either (i) a counterpart of this Agreement signed on behalf of such party or

(ii) written evidence satisfactory to the Administrative Agent (which may include telecopy

transmission of a signed signature page to this Agreement) that such party has signed a

counterpart of this Agreement.

(b)Opinion of Counsel to the Credit Parties. The Administrative Agent shall have

received a favorable written opinion (addressed to the Administrative Agent and the Lenders and

dated the Amendment Effective Date) of (i) Latham & Watkins LLP, special New York counsel

for the Credit Parties, (ii) Walkers (Cayman) LLP, special Cayman Islands counsel for each

Credit Party organized under the laws of the Cayman Islands and (iii) Gowling WLG (Canada)

LLP, special Quebec counsel for each Credit Party organized under the laws of Quebec.

(c)Closing Certificates. The Administrative Agent shall have received a certificate

of each Obligor dated the Amendment Effective Date, substantially in the form of Exhibit C, with

appropriate insertions and attachments.

(d) Financial Statements. The Administrative Agent shall have received (i) the

combined and consolidated balance sheet and statements of operations, changes in members’

equity and partners’ capital and cash flows of the Obligors and their Consolidated Subsidiaries as

of and for the fiscal year ended December 31, 2024, reported on by Ernst & Young LLP,

independent public accountants, and (ii) the combined and consolidated balance sheet and

statements of operations, changes in members’ equity and partners’ capital and cash flows of the

Obligors and their Consolidated Subsidiaries as of and for the first fiscal quarter of 2025.

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(e)Solvency Certificate. The Administrative Agent shall have received a solvency

certificate signed by a Responsible Officer of each Obligor, substantially in the form of Exhibit D

hereto.

(f)Necessary Consents and Approvals. All consents, licenses, permits and

governmental and third-party consents and approvals required for the due execution, delivery and

performance by the Credit Parties of this Agreement and the other Loan Documents and the

transactions contemplated hereby have been obtained and remain in full force and effect, except,

in each case, as could not reasonably be expected to have a Material Adverse Effect.

(g) Representations and Warranties. The representations and warranties of the

Obligors set forth in this Agreement, and of each Credit Party in each of the other Loan

Documents to which it is a party, shall be true and correct in all material respects as of the

Amendment Effective Date, except for representations and warranties expressly stated to relate to

a specific earlier date, in which case such representations and warranties were true and correct in

all material respects as of such earlier date (provided that, in each case, any representation and

warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall

be true and correct (after giving effect to any qualification therein) in all respects on such

respective dates).

(h)No Default. No Default shall have occurred and be continuing.

(i)Know Your Customer Information. The Lenders shall have received, to the

extent requested, (A) all documentation and other information reasonably requested by the

Lenders or the Administrative Agent under applicable “know your customer” and anti-money

laundering laws, rules and regulations, including the Patriot Act and (B) if any Borrower qualifies

as a “legal entity customer” under the Beneficial Ownership Regulation, the Beneficial

Ownership Certification in relation to such Borrower.

(j)Subsidiary Guarantee Agreement. The Administrative Agent shall have received

the Subsidiary Guarantee Agreement, duly executed and delivered by each Subsidiary Guarantor.

(k)Existing Credit Agreement. The Administrative Agent shall be satisfied that on

the Amendment Effective Date, all interest and fees under the Existing Credit Agreement and all

other amounts then due and payable thereunder shall have been paid in full, excluding principal

of the Existing Revolving Credit Loans (except to the extent required under Section 2.01(a)).

The amendment and restatement of the Existing Credit Agreement provided for hereby

and the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit

hereunder is also subject to (i) the payment by the Obligors of all fees and expenses (including fees and

expenses of one counsel per jurisdiction to the Lead Arrangers) for which reasonably detailed invoices

(which may include estimates) have been provided to the Obligors not later than three Business Days

prior to the Amendment Effective Date and required to be paid to the Administrative Agent and the

Lenders on the Amendment Effective Date and (ii) the absence of a material adverse change, or any event

or occurrence which could reasonably be expected to result in a material adverse change, in the business,

financial condition, operations or properties of the Obligors and their consolidated Subsidiaries, taken as a

whole, since December 31, 2024. The Administrative Agent shall promptly notify the Lenders and the

Obligors of the occurrence of the Amendment Effective Date.

SECTION 5.02 Reserved.

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SECTION 5.03 Conditions to each Credit Event. The obligation of each Lender to make

any Loan, and of each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally

subject to the satisfaction of the following conditions:

(a)delivery to the Administrative Agent of a Borrowing Request in accordance with

Section 2.03;

(b) the representations and warranties of the Obligors set forth in this Agreement

(other than Section 4.04(b) and Section 4.06(a)), and of each Credit Party in each of the other

Loan Documents to which it is a party, shall be true and correct in all material respects on and as

of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter

of Credit, as applicable, except for representations and warranties expressly stated to relate to a

specific earlier date, in which case such representations and warranties were true and correct in all

material respects as of such earlier date (provided that, in each case, any representation and

warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall

be true and correct (after giving effect to any qualification therein) in all respects on such

respective dates); and

(c)at the time of and immediately after giving effect to such Loan or the issuance,

amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of

Default shall have occurred and be continuing.

Each Borrowing and each issuance, amendment, renewal or extension of a Letter of

Credit shall be deemed to constitute a representation and warranty by the Obligors on the date thereof as

to the matters specified in clauses (b) and (c) of the preceding sentence.

SECTION 5.04 Additional Credit Parties.

(a) Joinder of Additional Borrower. The effectiveness of the designation of any

Additional Borrower as a Borrower hereunder in accordance with Section 2.23 is subject to the

satisfaction of the following conditions:

(i) the Administrative Agent shall have received an Additional Borrower

Joinder Agreement duly executed by such Additional Borrower;

(ii) the Administrative Agent shall have received such documents (including

such legal opinions) as the Administrative Agent shall reasonably request relating to the

formation, existence and good standing of such Additional Borrower, the authorization and

legality of the Transactions insofar as they relate to such Additional Borrower and any other legal

matters relating to such Additional Borrower, the Additional Borrower Joinder Agreement or

such Transactions, all in form and substance reasonably satisfactory to the Administrative Agent;

(iii) the Administrative Agent and the Lenders shall have received, at least

five Business Days (or such other period as the Administrative Agent may reasonably agree) prior

to the effectiveness of the designation of such Additional Borrower as a Borrower, all

documentation and other information relating to such Additional Borrower reasonably requested

by them for purposes of ensuring compliance with applicable “know your customer” and anti-

money laundering laws, rules and regulations, including the Patriot Act, which documentation

and other information shall be reasonably satisfactory to the Administrative Agent and the

Lenders;

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(iv)the Administrative Agent shall have received such information

demonstrating how such Additional Borrower fits into the organizational structure of the Carlyle

Group and its Subsidiaries as it shall reasonably request;

(v) in the case of any Additional Borrower that is not organized under the

laws of a Permitted Jurisdiction, the Administrative Agent shall have received satisfactory

evidence that each Lender shall have consented to such Additional Borrower becoming a

Borrower under this Agreement; and

(vi)the Administrative Agent and the Lenders shall be reasonably satisfied

that (A) the designation of any Additional Borrower as a Borrower hereunder, and the

performance of its obligations hereunder, would not result in the occurrence of any event giving

rise to the operation of Section 2.13 or Section 2.14 with respect to any Lender, (B) any payments

by or on account of such Additional Borrower hereunder or under any Loan Document will not be

subject to deduction or withholding for any Taxes (whether or not indemnified under this

Agreement) and (C) such designation will not subject any Lender to any Taxes (whether or not

indemnified under this Agreement) to which they otherwise would not have been subject.

(b) Joinder of Additional Guarantor. The effectiveness of the designation of any

Additional Guarantor as a Parent Guarantor or as a Subsidiary Guarantor hereunder in accordance with

Section 2.24 is subject to the satisfaction of the following conditions:

(i) (A) in the case of any Additional Parent Guarantor, the Administrative

Agent shall have received a Parent Guarantor Joinder Agreement duly executed by all parties

thereto and (B) in the case of any Additional Subsidiary Guarantor, the Administrative Agent

shall have received the Subsidiary Guarantee Agreement (or, if the Subsidiary Guarantee

Agreement shall have been therefore executed and delivered, a Subsidiary Guarantee Joinder

Agreement) duly executed by all parties thereto;

(ii) the Administrative Agent shall have received such documents (including

such legal opinions) as the Administrative Agent shall reasonably request relating to the

formation, existence and good standing of such Additional Guarantor, the authorization and

legality of the Transactions insofar as they relate to such Additional Guarantor and any other

legal matters relating to such Additional Guarantor, the Parent Guarantor Joinder Agreement, the

Subsidiary Guarantee Agreement or the Subsidiary Guarantee Joinder Agreement or such

Transactions, all in form and substance reasonably satisfactory to the Administrative Agent;

(iii) the Administrative Agent and the Lenders shall have received, at least

five Business Days prior to the effectiveness of the designation of such Additional Guarantor as a

Parent Guarantor or a Subsidiary Guarantor, as the case may be, all documentation and other

information relating to such Additional Guarantor reasonably requested by them for purposes of

ensuring compliance with applicable “know your customer” and anti-money laundering laws,

rules and regulations, including the Patriot Act, which documentation and other information shall

be reasonably satisfactory to the Administrative Agent and the Lenders; and

(iv)the Administrative Agent and the Lenders shall be reasonably satisfied

that (A) the designation of any Additional Guarantor as a Parent Guarantor or as a Subsidiary

Guarantor hereunder, and the performance of its obligations hereunder, would not result in the

occurrence of any event giving rise to the operation of Section 2.13 or 2.14 with respect to any

Lender, (B) any payments by or on account of such Additional Guarantor hereunder or under any

Loan Document will not be subject to deduction or withholding for any Taxes (whether or not

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indemnified under this Agreement) and (C) such designation will not subject any Lender to any

Taxes (whether or not indemnified under this Agreement) to which they otherwise would not

have been subject.

(c)Notice of Joinder. The Administrative Agent shall notify the Obligors and the

Lenders of the effectiveness of the designation of any Additional Borrower as a Borrower hereunder, any

Additional Parent Guarantor as a Parent Guarantor hereunder and any Additional Subsidiary Guarantor as

a new Subsidiary Guarantor hereunder, and such notice shall be conclusive and binding.

ARTICLE VI

AFFIRMATIVE COVENANTS

Until the Revolving Credit Commitments have expired or been terminated and the

principal of and interest on each Loan and all fees or other amounts payable hereunder shall have been

paid in full (other than contingent or indemnification obligations not then due), and all Letters of Credit

(that have not been cash collateralized in accordance with Section 2.04(k)) shall have expired or

terminated and all LC Disbursements shall have been reimbursed, each Obligor covenants and agrees

with the Administrative Agent, the Issuing Banks and the Lenders that:

SECTION 6.01 Financial Statements and Other Information. The Obligors will furnish

to the Administrative Agent (for delivery to each Lender):

(a)within 120 days after the end of each fiscal year of Carlyle Group, (A) the

audited combined and consolidated balance sheet and related statements of operations, changes in

members’ equity and partners’ capital and cash flows of Carlyle Group and its Consolidated

Subsidiaries as of the end of and for such fiscal year, setting forth in comparative form the figures

for the previous fiscal year, all reported on by Ernst & Young LLP or other independent public

accountants of recognized national standing (without a “going concern” or like qualification or

exception and without any qualification or exception as to the scope of such audit) to the effect

that such consolidated financial statements present fairly in all material respects the financial

condition and results of operations of Carlyle Group and its Consolidated Subsidiaries on a

consolidated basis in accordance with GAAP consistently applied (it being agreed that the

information required by this clause (A) may be furnished in the form of a Form 10-K to the extent

such Form 10-K satisfies the requirements of this clause (A)), (B) the unaudited condensed

consolidated and combined statement of financial condition and condensed consolidated and

combined statements of income and cash flows as of the end of and for such fiscal year of the

combined Obligors and their Consolidated Subsidiaries, setting forth in comparative form the

figures for the previous fiscal year, all certified by a Responsible Officer on behalf of the

Obligors as fairly presenting, in all material respects, the financial position and results of

operations of the combined Obligors and their Consolidated Subsidiaries on a condensed

consolidated and combined basis in accordance with GAAP consistently applied, and (C) a

reconciliation prepared by a Responsible Officer on behalf of the Obligors of the audited financial

statements referred to in clause (A) of this paragraph (a) to the unaudited financial statements

referred to in clause (B) of this paragraph (a);

(b)within 60 days after the end of each of the first three fiscal quarters of each fiscal

year of Carlyle Group, (A) the combined and consolidated balance sheet and related statements of

operations, changes in members’ equity and partners’ capital and cash flows of Carlyle Group

and its Consolidated Subsidiaries as of the end of and for such fiscal quarter and the then elapsed

portion of the fiscal year, setting forth in each case in comparative form the figures for the

corresponding period or periods of the previous fiscal year (or, in the case of the balance sheet,

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for the most recently ended fiscal year), all certified by a Responsible Officer of the Obligors as

presenting fairly in all material respects the financial condition and results of operations of

Carlyle Group and its Consolidated Subsidiaries on a consolidated basis in accordance with

GAAP consistently applied, subject to normal year-end audit adjustments and the absence of

footnotes (it being agreed that the information required by this clause (A) may be furnished in the

form of a Form 10-Q to the extent such Form 10-Q satisfies the requirements of this clause (A)),

(B) the unaudited condensed consolidated and combined statement of financial condition and

condensed consolidated and combined statements of income and cash flows of the combined

Obligors and their Consolidated Subsidiaries as of the end of and for such fiscal quarter and the

then-elapsed portion of the fiscal year, setting forth in each case in comparative form the figures

for the corresponding period or periods of the previous fiscal year (or, in the case of the balance

sheet, for the most recently ended fiscal year), all certified by a Responsible Officer on behalf of

the Obligors as presenting fairly, in all material respects, the financial position and results of

operations of the combined Obligors and their Consolidated Subsidiaries on a condensed

consolidated and combined basis in accordance with GAAP consistently applied, subject to

normal year-end audit adjustments and absence of footnotes, and (C) a reconciliation prepared by

a Responsible Officer on behalf of the Obligors of the unaudited financial statements referred to

in clause (A) of this paragraph (b) to the unaudited financial statements referred to in clause (B)

of this paragraph (b);

(c)concurrently with any delivery of financial statements under clause (a) or (b) of

this Section, a certificate of a Responsible Officer on behalf of the Obligors (i) certifying (to the

knowledge of such Responsible Officer) as to whether a Default has occurred and, if a Default

has occurred, specifying the details thereof and any action taken or proposed to be taken with

respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with

Section 7.08 and Section 7.10 and reasonable detail of any portion of the EBITDA that is

attributable to a CLO Management Subsidiary or a Broker-Dealer Subsidiary and (iii) stating

whether any change in GAAP or in the application thereof has occurred since the date of the

audited financial statements referred to in Section 4.04 and has resulted in a change to such

financial statements and, if any such change has occurred, specifying the effect of such change on

the financial statements accompanying such certificate;

(d)concurrently with any delivery of financial statements under clause (b) of this

Section that are substantially different in form from the financial statements previously delivered

pursuant to clause (b) of this Section, a certificate of a Responsible Officer on behalf of the

Obligors containing a reasonably detailed reconciliation, prepared by management of the

Obligors, of such delivered financial statements with the applicable previously delivered financial

statements; provided that, no such reconciliation shall be required to the extent any difference in

the form of the financial statements (x) does not result in any changes to net income for such

period than would otherwise be calculated therefor or (y) results primarily from newly adapted

accounting standards under GAAP;

(e)promptly after the same become publicly available, copies of all periodic and

other reports, proxy statements and other materials filed by Carlyle Group, such Obligor or any of

its Subsidiaries with the SEC, or any Governmental Authority succeeding to any or all of the

functions of the SEC, or with any national securities exchange, or distributed by such Obligor to

its public shareholders generally as the case may be; provided that the documents required to be

delivered pursuant to this clause (e) shall be deemed to have been furnished by the Obligors to the

Administrative Agent (and by the Administrative Agent to the Lenders) on the date on which

such materials are publicly available as posted on the SEC’s Electronic Data Gathering, Analysis

and Retrieval system (EDGAR);

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(f)promptly following any request therefor, such other financial information

regarding the operations, business affairs and financial condition of such Obligor or any of its

Subsidiaries, or compliance with the terms of this Agreement and the other Loan Documents, as

the Administrative Agent, including on behalf of any Lender, may reasonably request, provided

that such Obligor shall not be required to provide such information if such disclosure would, in

the reasonable judgment of the Obligors, reasonably be expected to be a violation of any

applicable Requirement of Law; and

(g)promptly following any request therefor, information and documentation

reasonably requested by the Administrative Agent or any Lender for purposes of compliance with

applicable “know your customer” and anti-money laundering laws, rules and regulations,

including the Patriot Act and the Beneficial Ownership Regulation;

SECTION 6.02 Notices of Material Events. Each Obligor will furnish to the

Administrative Agent (for delivery to each Lender) prompt written notice of the following:

(a)the occurrence of any Default;

(b)the filing or commencement of any action, suit or proceeding by or before any

arbitrator or Governmental Authority against or affecting any Obligor or any of its Subsidiaries;

(c)the occurrence of any ERISA Event that, alone or together with any other ERISA

Events that have occurred, would reasonably be expected to result in a Material Adverse Effect;

(d)the assertion of any environmental matters by any Person against, or with respect

to the activities of, any Obligor or any of its Subsidiaries and any alleged violation of or non-

compliance with any Environmental Laws or any permits, licenses or authorizations, other than

any environmental matters or alleged violation that would not (either individually or in the

aggregate) reasonably be expected to have a Material Adverse Effect;

(e) any other development that results in, or would reasonably be expected to result

in, a Material Adverse Effect; and

(f) any change in the information provided in the Beneficial Ownership Certification

delivered to any Lender that would result in a change to the list of beneficial owners identified in

such certification.

Each notice delivered under this Section shall be accompanied by a statement of a

Responsible Officer on behalf of the relevant Obligor, setting forth the details of the event or

development requiring such notice and any action taken or proposed to be taken by such Obligor with

respect thereto.

SECTION 6.03 Existence; Conduct of Business. Each Obligor will, and will cause each

of its Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full force

and effect its legal existence and the rights, licenses, permits, privileges and franchises material to the

conduct of its business, except where the failure to do so, individually or in the aggregate, would not

reasonably be expected to result in a Material Adverse Effect; provided that the foregoing shall not

prohibit any transaction permitted under Section 7.03.

SECTION 6.04 Payment of Taxes. Each Obligor will, and will cause each of its

Subsidiaries to, pay its Taxes, governmental assessments and governmental charges (other than

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Indebtedness) that, if not paid, would result in a Material Adverse Effect before the same shall become

delinquent or in default, except where the validity or amount thereof is being contested in good faith by

appropriate proceedings and such Obligor or such Subsidiary has set aside on its books any reserves with

respect thereto required in conformity with GAAP.

SECTION 6.05 Maintenance of Properties; Insurance. Each Obligor will, and will cause

each of its Subsidiaries to, (a) keep and maintain all property useful and necessary to the conduct of its

business in good working order and condition, ordinary wear and tear excepted, except where the failure

to do so, individually or in the aggregate, would not reasonably be expected to result in a Material

Adverse Effect, and (b) maintain, with financially sound and reputable insurance companies, insurance in

such amounts and against such risks as are customarily maintained (as determined by such Obligor in

good faith) by companies engaged in the same or similar businesses operating in the same or similar

locations.

SECTION 6.06 Books and Records; Inspection Rights. Each Obligor will, and will

cause the Credit Parties collectively to, (a) keep proper books of records and accounts in a manner

necessary to permit the delivery of the financial statements required in Sections 6.01(a) and (b);

(b) permit representatives of any Lender to visit and inspect any of its properties and examine and make

abstracts from any of its books and records upon reasonable notice and during normal business hours

(provided that such visits shall be coordinated by the Administrative Agent, and such visits shall be

limited to no more than one such visit per calendar year, except, in each case, during the continuance of

an Event of Default); and (c) permit representatives of any Lender to have reasonable discussions

regarding the business, operations, properties and financial and other condition of the Obligors and their

Subsidiaries with officers and employees of the Obligors and their Subsidiaries and with their

independent certified public accountants (provided that a Responsible Officer of either Obligor shall be

present during such discussions, any such discussions with independent certified public accountants shall

be coordinated by the Administrative Agent and such discussions shall be at the Lender’s expense and

shall be limited to no more than one such visit per calendar year, except, in each case, during the

continuance of an Event of Default).

SECTION 6.07 Compliance with Laws. Each Obligor will, and will cause each of its

Subsidiaries to, comply with all Requirements of Law (including, all Anti-Corruption Laws and

applicable Sanctions) with respect to it, except where the failure to do so, individually or in the aggregate,

would not reasonably be expected to result in a Material Adverse Effect. Each Obligor will maintain in

effect and enforce policies and procedures designed to ensure compliance by the Obligors, its Subsidiaries

and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable

Sanctions, except where the failure to do so, individually or in the aggregate, would not reasonably be

expected to result in a Material Adverse Effect.

SECTION 6.08 Use of Proceeds and Letters of Credit. The proceeds of the Revolving

Credit Loans and the Letters of Credit will be used by the Obligors and their Subsidiaries for working

capital and general corporate purposes, including Investments. The proceeds of Incremental Term Loans

will be used by the Obligors and their Subsidiaries for general corporate purposes, including Investments.

No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that

entails a violation of any of the Regulations of the Board, including Regulations U and X.

SECTION 6.09 Certain Obligations Respecting Management Fees and Carried Interest;

Further Assurances.

(a)Distributions. The Obligors shall cause (i) each of the Fund Entities to make all

distributions in respect of Carried Interest and make all payments of Management Fees in

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accordance with the requirements in respect thereof under the relevant organization documents or

Management Fee Agreement, (ii) all payments and distributions in respect of Management Fees

and Carried Interest to be promptly paid at reasonable intervals (but in no event less than

quarterly) directly or indirectly to an Obligor and (iii) all payments and distributions in respect of

Management Fees and Carried Interest from any Fund Entity to any Subsidiary of any Obligor to

be promptly paid or distributed directly to a deposit account or securities account of such Obligor;

provided that (x) the Obligors and their Subsidiaries may maintain reasonable reserves in respect

of Carried Interest, (y) the Obligors may permit any of their respective Subsidiaries that is a

general partner of any Fund Entity to retain Management Fees and Carried Interest in amounts

equal to the amounts required for such Subsidiary, in its capacity as general partner of such Fund

Entity, to pay the administrative and reasonable expenses of such Fund Entity incurred in the

ordinary course of business, and (z) the Obligors may permit any of their Subsidiaries to retain

Management Fees and Carried Interest in aggregate amounts necessary to satisfy the requirements

of relevant Governmental Authorities (including requirements with respect to capitalization).

(b)Further Assurances. The Obligors shall, and shall cause its Subsidiaries to, from

time to time execute and deliver, or cause to be executed and delivered, such additional

instruments, certificates or documents, and take all such actions, as the Administrative Agent may

reasonably request for the purposes of implementing or effectuating the provisions of this

Agreement.

SECTION 6.10 Governmental Approvals. Each Obligor agrees that it will promptly

obtain from time to time at its own expense all such governmental licenses, authorizations, consents,

permits and approvals as may be required for such Obligor to comply with its obligations, and preserve its

rights under, each of the Loan Documents, except in each case where the failure to do so, individually or

in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

SECTION 6.11 Designation of Subsidiaries.

(a) Designation of CLO Management Subsidiary. The Borrowers may at any time

designate any Subsidiary of a Credit Party as a CLO Management Subsidiary, and may un-designate any

previously designated CLO Management Subsidiary; provided that (i) immediately before and after the

effectiveness of such designation or un-designation, no Default or Event of Default shall have occurred

and be continuing, (ii) immediately after giving effect to the effectiveness of such designation or un-

designation, the Obligors shall be in Pro Forma Compliance and (iii) at least three days prior to the

effectiveness of such designation or un-designation, the Borrowers shall deliver to the Administrative

Agent an officer’s certificate containing the effective date of such designation or un-designation and

confirming that such designation or un-designation is in compliance with the terms of this Agreement;

provided further that if any CLO Management Subsidiary has been un-designated in accordance herewith,

such Subsidiary may not be redesignated as a CLO Management Subsidiary until at least twelve months

after such un-designation (unless otherwise agreed by the Administrative Agent). Upon the un-

designation of any previously designated CLO Management Subsidiary, any outstanding Indebtedness of

such Subsidiary must be permitted under Section 7.01 (other than under clause (k) thereof).

(b) Designation of Broker-Dealer Subsidiary. The Borrowers may at any time

designate any Subsidiary of a Credit Party as a Broker-Dealer Subsidiary, and may un-designate any

previously designated Broker-Dealer Subsidiary; provided that (i) immediately before and after the

effectiveness of such designation or un-designation, no Default or Event of Default shall have occurred

and be continuing, (ii) immediately after giving effect to the effectiveness of such designation or un-

designation, the Obligors shall be in Pro Forma Compliance and (iii) at least three days prior to the

effectiveness of such designation or un-designation, the Borrowers shall deliver to the Administrative

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Agent an officer’s certificate containing the effective date of such designation or un-designation and

confirming that such designation or un-designation, is in compliance with the terms of this Agreement;

provided further that if any Broker-Dealer Subsidiary has been un-designated in accordance herewith,

such Subsidiary may not be redesignated as a Broker-Dealer Subsidiary until at least twelve months after

such un-designation (unless otherwise agreed by the Administrative Agent). Upon the un-designation of

any previously designated Broker-Dealer Subsidiary, any outstanding Indebtedness of such Subsidiary

must be permitted under Section 7.01 (other than under clause (l) thereof).

ARTICLE VII

NEGATIVE COVENANTS

Until the Revolving Credit Commitments have expired or been terminated and the

principal of and interest on each Loan and all fees or other amounts payable hereunder shall have been

paid in full (other than contingent or indemnification obligations not then due), and all Letters of Credit

(that have not been cash collateralized in accordance with Section 2.04(k)) shall have expired or

terminated and all LC Disbursements shall have been reimbursed, each Obligor covenants and agrees

with the Administrative Agent, the Issuing Banks and the Lenders that:

SECTION 7.01 Indebtedness of Non-Guarantor Subsidiaries. Each Obligor will not

permit any of its Non-Guarantor Subsidiaries to, create, incur, assume or permit to exist any Indebtedness,

except:

(a) Indebtedness of any Non-Guarantor Subsidiary; provided that (i) at the time such

Indebtedness is incurred, and immediately after giving effect to the incurrence thereof, no Default

shall have occurred under Section 6.01 and (ii) the aggregate principal amount of Indebtedness of

all Non-Guarantor Subsidiaries incurred pursuant to this clause (a) shall not exceed the greater of

(x) $500,000,000 and (y) an amount equal to (I) the amount of Indebtedness that would not cause

the ratio of Total Indebtedness of the Obligors and their Subsidiaries to EBITDA (such EBITDA

to be determined as of the end of the fiscal quarter most recently ended for which financial

statements have been delivered to the Administrative Agent pursuant to Section 6.01) to exceed

4.0 to 1.0 multiplied by (II) 35% (in the case of this clause (y), calculated at the time of the

incurrence of such Indebtedness on a pro forma basis based on EBITDA as of the fiscal quarter

most recently ended for which financial statements have been delivered to the Administrative

Agent pursuant to Section 6.01);

(b)Indebtedness of any Non-Guarantor Subsidiary to any Obligor or any of its

Subsidiaries;

(c)Guarantees by any Non-Guarantor Subsidiary of obligations of any Obligor or

any of its Subsidiaries; provided that (i) at the time such Indebtedness is incurred, and

immediately after giving effect to the incurrence thereof, no Default shall have occurred under

Section 6.01, and (ii) the aggregate amount of all Guarantees by Non-Guarantor Subsidiaries

permitted pursuant to this clause (e) at any time, when added to the sum of the aggregate

outstanding principal amount of all Indebtedness of the Non-Guarantor Subsidiaries permitted

under clause (b) of this Section, shall not exceed the greater of (x) $500,000,000 and (y) the

amount equal to the Total Indebtedness of the Obligors and their Subsidiaries that would not

breach the 4.0 to 1.0 ratio above multiplied by 35% (in the case of this clause (y), calculated at the

time of the incurrence of such Indebtedness on a pro forma basis based on EBITDA as of the

fiscal quarter most recently ended for which financial statements have been delivered to the

Administrative Agent pursuant to Section 6.01);

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(d)Indebtedness of any Non-Guarantor Subsidiary arising from the honoring by a

bank or other financial institution of a check, draft or similar instrument inadvertently drawn by

such Obligor or such Subsidiary in the ordinary course of business against insufficient funds, so

long as such Indebtedness is promptly repaid;

(e)Guarantees made in the ordinary course of business; provided that such

Guarantees are not of Indebtedness for borrowed money and such Guarantees would not

otherwise in the aggregate reasonably be expected to have a Material Adverse Effect;

(f)Indebtedness existing on the Amendment Effective Date that, prior to the date

hereof and in connection with the Amendment Effective Date, has been disclosed in writing by

the Obligors to the Administrative Agent (for delivery to each Lender), and extensions, renewals

and replacements of any such Indebtedness that do not increase the outstanding principal amount

thereof;

(g)Indebtedness to any Global Partner so long as such Indebtedness is unsecured

and subordinated as to payment of principal to the Obligations on terms reasonably satisfactory to

the Administrative Agent, provided that payments of principal in respect of such Indebtedness

shall be permitted so long as, immediately before and after giving effect to such payment, no

Payment Default or Event of Default shall have occurred and be continuing;

(h)Indebtedness of any Non-Guarantor Subsidiary in respect of workers’

compensation claims, property casualty or liability insurance, take-or-pay obligations in supply

arrangements, self-insurance obligations, performance, bid and surety bonds and completion

guaranties, in each case in the ordinary course of business;

(i)Indebtedness issued in lieu of cash payments of Restricted Payments; provided

that such Indebtedness is subordinated to the Obligations on terms reasonably satisfactory to the

Administrative Agent;

(j)Indebtedness owing to any insurance company in connection with the financing

of any insurance premiums permitted by such insurance company in the ordinary course of

business;

(k)Indebtedness incurred by any CLO Management Subsidiary to finance any

Investment made to comply with any regulatory requirements with respect to a CLO (including

risk retention requirements); provided that (i) such Indebtedness is a limited recourse obligation

of such CLO Management Subsidiary payable solely from the assets of such CLO Management

Subsidiary, (ii) following realization of the assets of such CLO Management Subsidiary and

application of the proceeds thereof all obligations of such CLO Management Subsidiary in

respect of such Indebtedness are expected to be extinguished and, to the extent of such proceeds,

shall be repaid and shall not thereafter revive, (iii) neither the Obligors nor any of their

Subsidiaries (other than such CLO Management Subsidiary) (x) provides credit support of any

kind (including any undertaking, agreement or instrument that would constitute Indebtedness) to

such CLO Management Subsidiary, (y) is directly or indirectly liable as a guarantor in connection

with such Indebtedness or (z) is a creditor in respect of such Indebtedness, provided that none of

the foregoing shall prevent the Obligors and their Subsidiaries from making any reasonable and

customary representations, warranties, covenants (which covenants shall not relate to the payment

of such Indebtedness) and indemnities in connection with such Indebtedness, and (iv) no default

with respect to such Indebtedness (including any rights that the holders of such Indebtedness may

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have to take enforcement action against such CLO Management Subsidiary) would permit upon

notice, lapse of time or both any holder of any other Indebtedness of the Obligors or any of their

Subsidiaries (other than such CLO Management Subsidiary) to declare a default on such other

Indebtedness or cause the payment of such Indebtedness of such CLO Management Subsidiary to

be accelerated or payable prior to its stated maturity; and

(l)Indebtedness incurred by any Broker-Dealer Subsidiary; provided that (i) such

Indebtedness is a limited recourse obligation of such Broker-Dealer Subsidiary payable solely

from the assets of such Broker-Dealer Subsidiary, (ii) following realization of the assets of such

Broker-Dealer Subsidiary and application of the proceeds thereof all obligations of such Broker-

Dealer Subsidiary in respect of such Indebtedness are expected to be extinguished and, to the

extent of such proceeds, shall be repaid and shall not thereafter revive, (iii) neither the Obligors

nor any of their Subsidiaries (other than such Broker-Dealer Subsidiary) (x) provides credit

support of any kind (including any undertaking, agreement or instrument that would constitute

Indebtedness) to such Broker-Dealer Subsidiary, (y) is directly or indirectly liable as a guarantor

in connection with such Indebtedness or (z) is a creditor in respect of such Indebtedness, provided

that none of the foregoing shall prevent the Obligors and their Subsidiaries from making any

reasonable and customary representations, warranties, covenants (which covenants shall not relate

to the payment of such Indebtedness) and indemnities in connection with such Indebtedness, and

(iv) no default with respect to such Indebtedness (including any rights that the holders of such

Indebtedness may have to take enforcement action against such Broker-Dealer Subsidiary) would

permit upon notice, lapse of time or both any holder of any other Indebtedness of the Obligors or

any of their Subsidiaries (other than such Broker-Dealer Subsidiary) to declare a default on such

other Indebtedness or cause the payment of such Indebtedness of such Broker-Dealer Subsidiary

to be accelerated or payable prior to its stated maturity;

provided that, notwithstanding the last sentence of the definition of “Guarantee”, for purposes of

determining the aggregate outstanding principal amount of any Indebtedness, the amount of any

Guarantee shall be deemed to equal the aggregate outstanding principal amount of the Indebtedness that is

guaranteed by such Guarantee.

SECTION 7.02 Liens. Each Obligor will not, nor will it permit any of its Subsidiaries

to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter

acquired by it, or (except in connection with a transaction permitted by Section 7.03(d)) assign or sell any

income or revenues (including accounts receivable) or rights in respect of any thereof, except:

(a)Permitted Encumbrances;

(b)any Lien on any property or asset of any of the Obligors or any of their

Subsidiaries existing on the Amendment Effective Date that, prior to the date hereof and in

connection with the Amendment Effective Date, has been disclosed in writing by the Obligors to

the Administrative Agent (for delivery to each Lender); provided that (i) no such Lien shall

extend to any other property or asset of such Obligor or any of its Subsidiaries and (ii) any such

Lien shall secure only those obligations which it secures on the Amendment Effective Date and

extensions, renewals and replacements thereof that do not increase the outstanding principal

amount thereof;

(c)any interest or title of a lessor under any lease or sublease entered into by any

Obligor or any Subsidiary in the ordinary course of its business and covering only the assets so

leased, and any financing statement filed in connection with any such lease;

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(d)Liens solely on any cash earnest money deposits made by any Obligor or any of

its Subsidiaries in connection with an Investment;

(e)Liens on cash or cash equivalents used to defease or to satisfy and discharge

Indebtedness, provided that such defeasance or satisfaction and discharge is not otherwise

prohibited hereunder;

(f)(i) Liens that are contractual rights of set-off (A) relating to the establishment of

depository relations with banks not given in connection with the issuance of Indebtedness, (B)

relating to pooled deposit or sweep accounts of the Obligors or any Subsidiary to permit

satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the

Obligors and the Subsidiaries or (C) relating to purchase orders and other agreements entered into

with customers of the Obligors or any Subsidiary in the ordinary course of business and (ii) other

Liens securing cash management obligations (that do not constitute Indebtedness) in the ordinary

course of business;

(g)Liens arising solely by virtue of any statutory or common law provision relating

to banker’s liens, rights of set-off or similar rights;

(h)other Liens with respect to obligations that do not exceed an aggregate amount of

$400,000,000 at any one time outstanding;

(i)Liens granted in the ordinary course of business by any Subsidiary (other than an

Obligor) of any Obligor that is the general partner of a Fund Entity securing Indebtedness of such

Fund Entity on the right of such Subsidiary to issue or make capital calls in its capacity as the

general partner of such Fund Entity;

(j)Liens on Investments of a CLO Management Subsidiary securing Indebtedness

incurred pursuant to and in accordance with Section 7.01(k) to the extent such Lien covers only

the assets of such CLO Management Subsidiary; and

(k)Liens on Investments of a Broker-Dealer Subsidiary securing Indebtedness

incurred pursuant to and in accordance with Section 7.01(l) to the extent such Lien covers only

the assets of such Broker-Dealer Subsidiary.

SECTION 7.03 Fundamental Changes. Each Obligor will not, nor will it permit any of

its Subsidiaries to, enter into any transaction of merger or consolidation or amalgamation, or liquidate,

wind up or dissolve itself (or suffer any liquidation or dissolution) or divide. Each Obligor will not, nor

will it permit any of its Subsidiaries to convey, sell, lease, transfer or otherwise dispose of, in one

transaction or a series of transactions, all or any substantial part of the consolidated assets (including by

way of sale or transfer of stock of Subsidiaries) of the Obligors and their Subsidiaries.

Notwithstanding the foregoing provisions of this Section:

(a)any Obligor or any Subsidiary of an Obligor may be merged or consolidated with

or into any other Obligor or any Subsidiary of an Obligor; provided that (i) if any such transaction

shall be between a Subsidiary (other than an Obligor or a Subsidiary Guarantor) and a wholly

owned Subsidiary (other than an Obligor or a Subsidiary Guarantor), the wholly owned

Subsidiary shall be the continuing or surviving entity, (ii) if any such transaction shall involve an

Obligor, an Obligor shall be the continuing or surviving entity, and (iii) if any such transaction

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shall be between a Subsidiary Guarantor and a Non-Guarantor Subsidiary, such Subsidiary

Guarantor shall be the continuing or surviving entity;

(b)any Subsidiary of an Obligor may sell, lease, transfer or otherwise dispose of any

or all of its property (upon voluntary liquidation or otherwise) to (i) an Obligor or (ii) in the case

of any such Subsidiary that is not itself an Obligor, any wholly owned Subsidiary of an Obligor;

(c)the Equity Interests of any Subsidiary of an Obligor may be sold, transferred or

otherwise disposed of to (i) an Obligor or (ii) in the case of any such Subsidiary that is not itself

an Obligor, any wholly owned Subsidiary of such Obligor;

(d)(i) the Subsidiaries (other than an Obligor) of the Obligors may undergo a

restructuring and (ii) any Obligor or any Subsidiary of an Obligor may be reorganized as a

corporation in its jurisdiction of organization or in any Permitted Jurisdiction (each of the

transactions described in clauses (i) and (ii) of this paragraph (d), a “Restructuring Transaction”),

in each case so long as

(u)such Restructuring Transaction could not reasonably be expected to

materially reduce the expected distributions to be received by the Obligors in respect of

Management Fees and Carried Interest,

(v)immediately before and after the consummation of such Restructuring

Transaction, no Default shall have occurred and be continuing,

(w)immediately after giving effect to the consummation of such

Restructuring Transaction, the Obligors shall be in Pro Forma Compliance (and a

Responsible Officer on behalf of the Obligors shall have certified as such to the

Administrative Agent),

(x)the Obligors shall have delivered a notice to the Administrative Agent

containing a reasonably detailed description of such Restructuring Transaction at least 10

Business Days prior to the consummation of such Restructuring Transaction,

(y)such Restructuring Transaction could not reasonably be expected to

adversely affect the priority in right of payment of the Obligations, or the priority of any

claims the Holders may have against any Obligor or any of its Subsidiaries, in each case

relative to (1) any other creditor of any Obligor or any Subsidiary of an Obligor and (2)

any Person to whom any Obligor or any Subsidiary of an Obligor owes Indebtedness, and

(z)with respect to clause (ii) above, if any such Restructuring Transaction

shall involve an Obligor, an Obligor shall be the continuing or surviving entity;

(e)any Subsidiary (other than an Obligor) of an Obligor may enter into a transaction

of merger, consolidation or amalgamation, liquidate, wind up or dissolve itself, in each case, in

the ordinary course of business, and to the extent not otherwise material to the Obligors and their

Subsidiaries on a consolidated basis;

(f) the Obligors and the Subsidiaries may sell, transfer or otherwise dispose of any

assets or property for cash or other consideration, in each case, reasonably determined by the

Obligors to be in an amount at least equal to the fair value of such assets or property; and

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(g) the Obligors and the Subsidiaries may enter into mergers and consolidations to

effect asset acquisitions; provided that (i) if any Obligor is party to such transaction, such Obligor

shall be the continuing or surviving entity, and (ii) if any Subsidiary Guarantor is a party to such

transaction, such Subsidiary Guarantor shall be the continuing or surviving entity.

Solely for the purpose of determining whether a Subsidiary is a wholly owned Subsidiary

under this Section, if, with respect to any Subsidiary, a de minimis amount of the Equity Interests of such

Subsidiary are required to held by another Person under applicable Requirements of Law (including

qualifying directors shares and similar requirements), effect shall not be given to such de minimis holding

in determining whether such Subsidiary is wholly-owned.

SECTION 7.04 Lines of Business. Each Obligor will not, nor will it permit any of its

Subsidiaries to, engage to any material extent in any business other than the business of the type

conducted by the Obligors and their Subsidiaries on the Amendment Effective Date and the Core

Business, and, in each case, businesses reasonably related thereto and reasonable extensions thereof.

SECTION 7.05 Ownership of Core Businesses. Each Obligor will not permit any Equity

Interests that are owned by Carlyle Group, either directly or through its direct or indirect subsidiaries, in a

Core Business Entity, to be owned by any Person other than the Obligors and their Subsidiaries (unless

such Core Business Entity is itself an Obligor); provided that the foregoing will not prohibit Carlyle

Group’s indirect ownership of such Equity Interests through its direct or indirect ownership of Equity

Interests in the Obligors.

SECTION 7.06 [Reserved].

SECTION 7.07 [Reserved].

SECTION 7.08 Minimum Management Fee Earnings Assets Amount. Each Obligor will

not permit the Management Fee Earning Assets Amount on any Quarterly Date commencing with the

Quarterly Date occurring on the last Business Day of June 2025 to be less than $156,900,000,000.

SECTION 7.09 Modifications of Certain Documents. Other than pursuant to a

transaction permitted by Section 7.03, each Obligor will not, nor will it permit any of its Subsidiaries to,

consent to any amendment, modification, rescission or termination of or waiver under any documents

relating to the organization or existence of any such Person or any document relating to any Management

Fees or Carried Interest, to the extent that such amendment, modification, rescission, termination or

waiver:

(a) could reasonably be expected to materially reduce the then-expected distributions

to be received by the Obligors, taken as a whole, in respect of Management Fees and Carried

Interest; or

(b) could materially impair (i) the credit worthiness of any Credit Party or (ii) the

rights and interests of the Lenders hereunder and under the other Loan Documents.

SECTION 7.10 Total Indebtedness Ratio. Each Obligor will not permit the Total

Indebtedness Ratio on the last day of any fiscal quarter to exceed 4 to 1.

SECTION 7.11. Use of Proceeds in Compliance with Sanctions Laws. Each Borrower

will not request any Borrowing or Letter of Credit, and each Obligor shall not use, and shall procure that

its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the

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proceeds of any Borrowing or Letter of Credit (A) in furtherance of an offer, payment, promise to pay, or

authorization of the payment or giving of money, or anything else of value, directly or, to the knowledge

of such Obligor, indirectly, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of

funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person,

or in any Sanctioned Country, or (C) in any manner that would result in the violation of any Sanctions

applicable to any party hereto.

SECTION 7.12. CLO Management Subsidiaries. No Credit Party shall permit any CLO

Management Subsidiary to engage in any business other than the management, servicing or

administration performed in connection with a Fund Entity that is a CLO (or similar funds established to

invest primarily in leveraged loans) and the holding of Investments in such a Fund Entity or other CLO

Management Subsidiary and activities reasonably related or incidental thereto (including the incurrence of

Indebtedness to finance such Investments to the extent permitted under and in accordance with Section

7.01(k)).

SECTION 7.13. Broker-Dealer Subsidiaries. No Credit Party shall permit any Broker-

Dealer Subsidiary to engage in any business other than a Broker-Dealer and the holding of Investments in

a Broker-Dealer Subsidiary and activities reasonably related or incidental thereto (including the

incurrence of Indebtedness to finance such Investments to the extent permitted under and in accordance

with Section 7.01(l)).

ARTICLE VIII

EVENTS OF DEFAULT

SECTION 8.01 Events of Default. If any of the following events (“Events of Default”)

shall occur:

(a)any Borrower shall fail to pay (i) any principal of any Loan when due in

accordance with the terms hereof or (ii) any reimbursement obligation in respect of any LC

Disbursement when and as the same shall become due in accordance with the terms hereof,

whether at the due date thereof or at a date fixed for prepayment thereof or otherwise;

(b)any Borrower shall fail to pay any interest on any Loan or any fee or any other

amount (other than an amount referred to in clause (a) of this Article) payable under this

Agreement or under any other Loan Document, when and as the same shall become due and

payable, and such failure shall continue unremedied for a period of five or more Business Days;

(c)any representation or warranty made or deemed made by any Credit Party

(including any Responsible Officer on behalf of any Credit Party) in or in connection with this

Agreement or any other Loan Document or any amendment or modification hereof or thereof, or

any waiver hereunder or thereunder, or in any report, certificate or other document furnished

pursuant to or in connection with this Agreement or any other Loan Document or any amendment

or modification hereof or thereof, or any waiver hereunder or thereunder, shall prove to have been

incorrect when made or deemed made in any material respect;

(d)any Obligor shall fail to observe or perform any covenant, condition or

agreement contained in Section 6.02(a), Section 6.03 (with respect to such Obligor’s existence

and conduct of business), Section 6.08 or in Article VII;

(e)any Credit Party shall fail to observe or perform any covenant, condition or

agreement contained in this Agreement (other than those specified in clause (a), (b) or (d) of this

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Article) or any other Loan Document and such failure shall continue unremedied for a period of

30 or more days after notice thereof from the Administrative Agent or any Lender to the

Borrowers;

(f)any Credit Party or any Material Subsidiary shall fail to make any payment of

principal or interest (beyond any grace period applicable thereto) in respect of any Material

Indebtedness, when and as the same shall become due and payable; provided that this clause (f)

shall not apply to (i) any Guarantees except to the extent such Guarantees shall become due and

payable by any Credit Party or any Material Subsidiary and remain unpaid after any applicable

grace period or period permitted following demand for the payment thereof, (ii) any Indebtedness

of a CLO Management Subsidiary incurred pursuant to and in accordance with Section 7.01(k) or

(iii) any Indebtedness of a Broker-Dealer Subsidiary incurred pursuant to and in accordance with

Section 7.01(l);

(g)any event or condition occurs that results in any Material Indebtedness becoming

due prior to its scheduled maturity or that enables or permits the holder or holders of any Material

Indebtedness or any trustee or agent on its or their behalf to cause (with the giving of notice if

required) any Material Indebtedness to become due, or to require the prepayment, repurchase,

redemption or defeasance thereof, prior to its scheduled maturity; provided that this clause (g)

shall not apply to (i) secured Indebtedness that becomes due as a result of the sale or transfer of

all or a portion of the property or assets securing such Indebtedness or (ii) any Guarantees except

to the extent such Guarantees shall become due and payable by any Obligor, any Material

Subsidiary or any Fund Entity and remain unpaid after any applicable grace period or period

permitted following demand for the payment thereof;

(h)an involuntary proceeding shall be commenced or an involuntary petition shall be

filed seeking (i) liquidation, reorganization or other relief in respect of any Subject Party or its

debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy,

insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a

receiver, trustee, custodian, sequestrator, conservator or similar official for any Subject Party or

for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue

undismissed for a period of 60 or more days or an order or decree approving or ordering any of

the foregoing shall be entered;

(i)any Subject Party shall (i) voluntarily commence any proceeding or file any

petition seeking liquidation, reorganization or other relief under any Federal, state or foreign

bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the

institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition

described in clause (h) of this Article, (iii) apply for or consent to the appointment of a receiver,

trustee, custodian, sequestrator, conservator or similar official for such Subject Party or for a

substantial part of its assets, (iv) file an answer admitting the material allegations of a petition

filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors

or (vi) take any partnership or formal action for the purpose of effecting any of the foregoing;

(j)any Credit Party or any Material Subsidiary thereof shall become unable, admit

in writing its inability or fail generally to pay its debts as they become due;

(k)the failure by any Credit Party or any Material Subsidiary thereof to pay one or

more final judgments aggregating in excess of $50,000,000 (net of any amounts which are

covered by insurance or bonded), which judgments are not discharged or effectively waived or

stayed for a period of 30 consecutive days, or any action shall be legally taken by a judgment

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creditor to levy upon assets or properties of any Borrower or any Material Subsidiary thereof to

enforce any such judgment;

(l)an ERISA Event shall have occurred that, when taken together with all other

ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse

Effect;

(m)a Change in Control shall occur; or

(n)the Guarantee pursuant to Article III by any Parent Guarantor or the Guarantee

pursuant to the Subsidiary Guarantee Agreement by any Subsidiary Guarantor shall cease to be in

full force and effect (other than in accordance with the terms thereof) or shall be asserted in

writing by any Credit Party not to be in effect or not to be legal, valid and binding obligations;

then, and in every such event (other than a Bankruptcy Event of Default), and at any time thereafter

during the continuance of such event, the Administrative Agent may, and at the request of the Required

Lenders shall, by notice to the Borrowers, take either or both of the following actions, at the same or

different times: (i) terminate the Revolving Credit Commitments, and thereupon the Revolving Credit

Commitments shall terminate immediately, and (ii) declare the Loans then outstanding to be due and

payable in whole (or in part, in which case any principal not so declared to be due and payable may

thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be

due and payable, together with accrued interest thereon and all fees and other obligations of the Obligors

accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or

other notice of any kind, all of which are hereby waived by each Obligor; and in case of any Bankruptcy

Event of Default, the Revolving Credit Commitments shall automatically terminate and the principal of

the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the

Obligors accrued hereunder, shall automatically become due and payable, without presentment, demand,

protest or other notice of any kind, all of which are hereby waived by each Obligor. A vote of the

Required Lenders shall be effective to rescind acceleration of the Loans (except with respect to any

acceleration resulting from any Bankruptcy Event of Default).

ARTICLE IX

AGENCY

SECTION 9.01 The Administrative Agent. Each of the Lenders and the Issuing Banks

hereby irrevocably appoints Citibank to act on its behalf as the Administrative Agent hereunder and under

the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and

to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof,

together with such actions and powers as are reasonably incidental thereto.

The Person serving as Administrative Agent hereunder shall have the same rights and

powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not

the Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated

or unless the context otherwise requires, include the Person serving as Administrative Agent hereunder in

its individual capacity. Each such Person and its Affiliates may accept deposits from, lend money to, act

as the financial advisor or in any other advisory capacity for and generally engage in any kind of business

with the Obligors or any Subsidiary or other Affiliate thereof as if such Person were not the

Administrative Agent hereunder and without any duty to account therefor to the Lenders.

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The Administrative Agent shall not have any duties or obligations except those expressly

set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, the

Administrative Agent shall not:

(a)be subject to any fiduciary or other implied duties, regardless of whether a

Default has occurred and is continuing;

(b)have any duty to take any discretionary action or exercise any discretionary

powers, except discretionary rights and powers expressly contemplated hereby or by the other

Loan Documents that the Administrative Agent is required to exercise as directed in writing by

the Required Lenders (or such other number or percentage of the Lenders as shall be expressly

provided for herein or in the other Loan Documents); provided that the Administrative Agent

shall not be required to take any action that, in its opinion or the opinion of its counsel, may

expose the Administrative Agent to liability or that is contrary to any Loan Document or

applicable law; and

(c)except as expressly set forth herein and in the other Loan Documents, have any

duty to disclose, or shall be liable for the failure to disclose, any information relating to any

Obligor or any of its Affiliates that is communicated to or obtained by the Person serving as the

Administrative Agent or any of its Affiliates in any capacity.

The Administrative Agent shall not be liable for any action taken or not taken by it

(i) with the consent or at the request of the Required Lenders (or such other number or percentage of the

Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be

necessary, under the circumstances as provided in Section 10.02) or (ii) in the absence of its own gross

negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge of

any Default unless and until notice describing such Default is given to the Administrative Agent by the

Obligors, a Lender or an Issuing Bank.

The Administrative Agent shall not be responsible for or have any duty to ascertain or

inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or

any other Loan Document, (ii) the contents of any certificate, report or other document delivered

hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of

any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence

of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other

Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition

set forth in Article V or elsewhere herein, other than to confirm receipt of items expressly required to be

delivered to the Administrative Agent.

The Administrative Agent shall be entitled to rely upon, and shall not incur any liability

for relying upon, any notice, request, certificate, consent, statement, instrument, document or other

writing (including any electronic message, Internet or intranet website posting or other distribution)

believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper

Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone

and believed by it to have been made by the proper Person, and shall not incur any liability for relying

thereon. In determining compliance with any condition hereunder to the making of a Loan, or the

issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an

Issuing Bank, the Administrative Agent may presume that such condition is satisfactory to such Lender or

such Issuing Bank unless the Administrative Agent shall have received notice to the contrary from such

Lender or such Issuing Bank prior to the making of such Loan or the issuance of such Letter of Credit.

The Administrative Agent may consult with legal counsel (who may be counsel for an Obligor),

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independent accountants and other experts selected by it, and shall not be liable for any action taken or

not taken by it in accordance with the advice of any such counsel, accountants or experts.

The Administrative Agent may perform any and all of its duties and exercise its rights

and powers hereunder or under any other Loan Document by or through any one or more sub-agents

appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform

any and all of its duties and exercise its rights and powers by or through its Related Parties. The

exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the

Administrative Agent and any such sub-agents, and shall apply to their respective activities in connection

with the syndication of the credit facilities provided for herein as well as activities as the Administrative

Agent.

Subject to, and effective upon, the appointment and acceptance of a successor

Administrative Agent as provided below, the Administrative Agent may resign at any time by notifying

the Lenders and the Borrowers. Upon any such resignation, the Required Lenders shall have the right to

appoint a successor with the consent of the Borrowers (which consent (i) shall not be required if a

Payment Default or Bankruptcy Event of Default shall have occurred and be continuing and (ii) shall not

be unreasonably withheld or delayed). If no successor shall have been so appointed by the Required

Lenders and approved by the Borrowers and shall have accepted such appointment within 45 days after

the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent

may, on behalf of the Lenders with the consent of the Borrowers (which consent (i) shall not be required

if a Payment Default or Bankruptcy Event of Default shall have occurred and be continuing and (ii) shall

not be unreasonably withheld or delayed), appoint a successor Administrative Agent which shall be a

bank with an office in New York, New York and an office in London, England (or a bank having an

Affiliate with such an office) having a combined capital and surplus that is not less than $500,000,000 or

an Affiliate of any such bank. Upon the acceptance of any appointment as Administrative Agent

hereunder by a successor bank, such successor shall succeed to and become vested with all of the rights,

powers, privileges and duties of the retiring Administrative Agent and the retiring Administrative Agent

shall be discharged from all of its duties and obligations hereunder. After an Administrative Agent’s

resignation hereunder, the provisions of this Article and Section 10.03 shall continue in effect for its

benefit in respect of any actions taken or omitted to be taken by it while it was acting as Administrative

Agent.

Each Lender and each Issuing Bank acknowledges that it has, independently and without

reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on

such documents and information as it has deemed appropriate, made its own credit analysis and decision

to enter into this Agreement. Each Lender and each Issuing Bank also acknowledges that it will,

independently and without reliance upon the Administrative Agent or any other Lender or any of their

Related Parties and based on such documents and information as it shall from time to time deem

appropriate, continue to make its own decisions in taking or not taking action under or based upon this

Agreement, any other Loan Document or any related agreement or any document furnished hereunder or

thereunder.

The Lenders party hereto consent to the amendment and restatement of the Subsidiary

Guarantee Agreement on the Amendment Effective Date and hereby authorize and direct the

Administrative Agent to enter into the Amended and Restated Subsidiary Guarantee Agreement.

SECTION 9.02 Bookrunners, Etc. Anything herein to the contrary notwithstanding,

none of the bookrunners, arrangers, co-documentation agents or syndication agent listed on the cover

page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other

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Loan Documents, except in its capacity, as applicable, as the Administrative Agent, a Lender or an

Issuing Bank hereunder.

SECTION 9.03 Certain ERISA Matters.

(a)Each Lender (x) represents and warrants, as of the date such Person became a Lender

party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date

such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, the Lead

Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the

Borrowers or any other Credit Party, that at least one of the following is and will be true:

(b)such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or

otherwise) of one or more Benefit Plans in connection with the Revolving Credit Loans, Revolving Credit

Commitments or the Letters of Credit,

(i)the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a

class exemption for certain transactions determined by independent qualified professional asset

managers), PTE 95-60 (a class exemption for certain transactions involving insurance company

general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance

company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions

involving bank collective investment funds) or PTE 96-23 (a class exemption for certain

transactions determined by in-house asset managers), is applicable with respect to such Lender’s

entrance into, participation in, administration of and performance of the Revolving Credit Loans,

the Revolving Credit Commitments, the Letters of Credit and this Agreement,

(ii)(A) such Lender is an investment fund managed by a “Qualified Professional

Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional

Asset Manager made the investment decision on behalf of such Lender to enter into, participate

in, administer and perform the Revolving Credit Loans, the Revolving Credit Commitments, the

Letters of Credit and this Agreement, (C) the entrance into, participation in, administration of and

performance of the Revolving Credit Loans, the Revolving Credit Commitments, the Letters of

Credit and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of

PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of

Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in,

administration of and performance of the Revolving Credit Loans, the Revolving Credit

Commitments, the Letters of Credit and this Agreement, or

(iii)such other representation, warranty and covenant as may be agreed in writing

between the Administrative Agent, in its sole discretion, and such Lender.

(b)In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true

with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in

accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x)

represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants,

from the date such Person became a Lender party hereto to the date such Person ceases being a Lender

party hereto, for the benefit of, the Administrative Agent, the Lead Arrangers and their respective

Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrowers or any other Credit

Party, that none of the Administrative Agent, the Lead Arrangers and their respective Affiliates is a

fiduciary with respect to the assets of such Lender involved in the Revolving Credit Loans, the Revolving

Credit Commitments, the Letters of Credit and this Agreement (including in connection with the

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reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan

Document or any documents related to hereto or thereto).

ARTICLE X

MISCELLANEOUS

SECTION 10.01 Notices.

(a)Notices Generally. Except in the case of notices and other communications

expressly permitted to be given by telephone (and except as provided in paragraph (b) below), all notices

and other communications provided for herein and in the other Loan Documents shall be in writing and

shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by

telecopier, as follows:

(i)if to any Credit Party, to it at 1001 Pennsylvania Avenue, NW, Suite

220S, Washington, D.C., 20004, Attention of William.Winnicki, Vice President (Telecopier No.

[***]; Telephone No. [***]), with a copy to Jeffrey W. Ferguson, Managing Director and General

Counsel (Telecopier No. [***]; Telephone No. [***]);

(ii)if to the Administrative Agent, to Citibank, One Penns Way, Ops II,

Floor 2, New Castle, Delaware 19720, Attention: Lending Agency (Email:

[***]);

(iii)if to Citibank as Issuing Bank, to it at One Penns Way, Ops II, Floor 2,

New Castle, Delaware 19720, Attention: Securities Processing Analyst (Email:

[***]); and

(iv)if to a Lender, to it at its address (or telecopier number) set forth in its

Administrative Questionnaire;

or, as to the any Credit Party or the Administrative Agent, at such other address as shall be

designated by such party in a written notice to the other parties hereto and, as to each other party hereto,

at such other address as shall be designated by such party in a written notice to the Borrowers and the

Administrative Agent. Notices sent by hand or overnight courier service, or mailed by certified or

registered mail, shall be deemed to have been given when received; notices sent by telecopier shall be

deemed to have been given when sent (except that, if not given during normal business hours for the

recipient, shall be deemed to have been given at the opening of business on the next business day for the

recipient). Notices delivered through electronic communications to the extent provided in paragraph (b)

below, shall be effective as provided in said paragraph (b).

(b)Electronic Communications. Notices and other communications to the Lenders

and the Issuing Banks hereunder and under the other Loan Documents may be delivered or furnished by

electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures

approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any

Lender or any Issuing Bank pursuant to Article II if such Lender or such Issuing Bank, as applicable, has

notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic

communication. The Administrative Agent or the Borrowers may, in its discretion, agree to accept

notices and other communications to it hereunder and under the other Loan Documents by electronic

communications pursuant to procedures approved by it; provided that approval of such procedures may be

limited to particular notices or communications. Unless the Administrative Agent otherwise prescribes,

(i) notices and other communications sent to an e-mail address shall be deemed received upon the

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sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt

requested” function, as available, return e-mail or other written acknowledgement); provided that if such

notice or other communication is not sent during the normal business hours of the recipient, such notice or

communication shall be deemed to have been sent at the opening of business on the next business day for

the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed

received upon the deemed receipt by the intended recipient at its e-mail address as described in the

foregoing clause (i) of notification that such notice or communication is available and identifying the

website address therefor.

Anything in this Agreement to the contrary notwithstanding:

(x)So long as Citibank or any of its Affiliates is the Administrative Agent, materials

required to be delivered pursuant to Section 6.01 shall be delivered to the Administrative Agent in

an electronic medium in a format acceptable to the Administrative Agent and the Lenders by e-

mail at [***]. The Credit Parties agree that the Administrative Agent may

make such materials, as well as any other written information, documents, instruments and other

material relating to a Credit Party, any of its Subsidiaries or any other materials or matters

relating to this Agreement or any of the transactions contemplated hereby (collectively, the

“Communications”) available to the Lenders by posting such notices on Intralinks or a

substantially similar electronic system (the “Platform”). The Borrowers and the Lenders

acknowledge that (1) although the Platform and its primary web portal are secured with generally

applicable security procedures and policies implemented or modified by the Administrative

Agent from time to time, the distribution of material through an electronic medium is not

necessarily secure and that there are confidentiality and other risks associated with such

distribution, (2) the Platform is provided “as is” and “as available” and (3) neither the

Administrative Agent nor any of its Affiliates warrants the accuracy, adequacy or completeness

of the Communications or the Platform and each expressly disclaims liability for errors or

omissions in the Communications or the Platform, except to the extent such errors or omissions

are due to the gross negligence, bad faith or willful misconduct of the Administrative Agent or

any of its Affiliates. No warranty of any kind, express, implied or statutory, including any

warranty of merchantability, fitness for a particular purpose, non-infringement of third party

rights or freedom from viruses or other code defects, is made by the Administrative Agent or any

of its Affiliates in connection with the Platform.

(y)Each Lender agrees that notice to it (as provided in the next sentence) (a

“Notice”) specifying that any Communications have been posted to the Platform shall constitute

effective delivery of such information, documents or other materials to such Lender for purposes

of this Agreement; provided that if requested by any Lender, the Administrative Agent shall

deliver a copy of the Communications to such Lender by email or telecopier. Each Lender agrees

(1) to notify the Administrative Agent in writing of such Lender’s e-mail address to which a

Notice may be sent by electronic transmission (including by electronic communication) on or

before the date such Lender becomes a party to this Agreement (and from time to time thereafter

to ensure that the Administrative Agent has on record an effective e-mail address for such

Lender) and (2) that any Notice may be sent to such e-mail address.

SECTION 10.02 Waivers; Amendments.

(a)No Deemed Waivers; Remedies Cumulative. No failure or delay by the

Administrative Agent, any Issuing Bank or any Lender in exercising any right or power hereunder shall

operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any

abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further

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exercise thereof or the exercise of any other right or power. The rights and remedies of the

Administrative Agent, the Issuing Banks and the Lenders hereunder are cumulative and are not exclusive

of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement

or any other Loan Document or consent to any departure by any Obligor therefrom shall in any event be

effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or

consent shall be effective only in the specific instance and for the purpose for which given. Without

limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be

construed as a waiver of any Default, regardless of whether the Administrative Agent, any Lender or any

Issuing Bank may have had notice or knowledge of such Default at the time.

(b)Amendments. Neither this Agreement nor any other Loan Document nor any

provision hereof or thereof may be waived, amended or modified except pursuant to an agreement or

agreements in writing entered into by the applicable Credit Parties and the Required Lenders or by the

applicable Credit Parties and the Administrative Agent with the consent of the Required Lenders;

provided that no such agreement shall

(i)increase any Revolving Credit Commitment of any Lender or add or

increase any commitment to fund Incremental Term Loans of any Lender without the written

consent of such Lender,

(ii)reduce the principal amount of any Loan or LC Disbursement or reduce

the rate of interest thereon (except for reduction of interest by virtue of a default waiver), or

reduce any fees payable hereunder, without the written consent of each Lender directly and

adversely affected thereby,

(iii)postpone the scheduled date of payment of the principal amount of any

Loan or LC Disbursement, or any interest thereon, or any fees payable hereunder, or reduce the

amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of

any Revolving Credit Commitment, without the written consent of each Lender directly and

adversely affected thereby,

(iv)change Section 2.17(c) or (d) in a manner that would alter the pro rata

sharing of payments required thereby without the written consent of each Lender directly and

adversely affected thereby,

(v)change any of the provisions of this Section or the percentage in the

definition of the term “Required Lenders” or any other provision hereof specifying the number or

percentage of Lenders required to waive, amend or modify any rights hereunder or make any

determination or grant any consent hereunder, without the written consent of each Lender, or

(vi)release all or substantially all of the Parent Guarantors from their

guarantee obligations under Article III or the Subsidiary Guarantors from their guarantee under

the Subsidiary Guarantee Agreement, without the written consent of each Holder, and in each

case except pursuant to a transaction permitted by Section 7.03;

and provided further that (x) no such agreement shall amend, modify or otherwise affect the rights or

duties of the Administrative Agent or any Issuing Bank hereunder or under the other Loan Documents

without the prior written consent of the Administrative Agent or such Issuing Bank, as the case may be

and (y) any modification or supplement of Article III shall require the consent of the Parent Guarantors.

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SECTION 10.03 Expenses; Indemnity; Damage Waiver.

(a)Costs and Expenses. The Borrowers shall pay (i) all reasonable out-of-pocket

costs and expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees,

charges and disbursements of not more than one counsel per jurisdiction (unless multiple counsels are

necessary to avoid conflicts of interest) for the Administrative Agent) in connection with the syndication

of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and

administration of this Agreement and the other Loan Documents or any amendments, modifications or

waivers of the provisions hereof or thereof, (ii) all reasonable out-of-pocket costs and expenses incurred

by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of

Credit or any demand for payment thereunder, (iii) all documented out-of-pocket costs and expenses

incurred by the Administrative Agent, any Issuing Bank or any Lender (including the fees, charges and

disbursements of not more than one counsel per jurisdiction (unless multiple counsels are necessary to

avoid conflicts of interest) for the Administrative Agent, any Issuing Bank or any Lender) in connection

with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan

Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of

Credit issued hereunder, including all such out-of-pocket costs and expenses incurred during any

workout, restructuring or negotiations in respect of such Loans or Letters of Credit and (iv) all transfer,

stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue

authority in respect of this Agreement or any other Loan Document or any other document referred to

herein or therein.

(b)Indemnification by the Borrowers. The Borrowers shall indemnify the

Administrative Agent (and any sub-agent thereof), each Lender and each Issuing Bank, and each Related

Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold

each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related costs and

expenses (including the fees, charges and disbursements of not more than one counsel per jurisdiction

(unless multiple counsels are necessary to avoid conflicts of interest)) incurred by any Indemnitee or

asserted against any Indemnitee by any third party or by such Borrower or any other Credit Party any

Obligor arising out of, in connection with, or as a result of any action, claim, judgment or suite arising out

of or in connection with (i) the execution or delivery of this Agreement, any other Loan Document or any

agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their

respective obligations hereunder or thereunder or the consummation of the transactions contemplated

hereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom

(including any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit if the

documents presented in connection with such demand do not strictly comply with the terms of such Letter

of Credit), (iii) any Environmental Liability related in any way to the Borrowers or any of their

Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any

of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or

by such Borrower or any other Credit Party, and regardless of whether any Indemnitee is a party thereto;

provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses,

claims, damages, liabilities or related costs and expenses are determined by a court of competent

jurisdiction in a final non-appealable judgment to have resulted from the gross negligence or willful

misconduct of, or the breach of any Loan Document by, such Indemnitee or any of its Affiliates or the

directors, officers, employees or advisors of any of them.

(c)Reimbursement by Lenders. To the extent that the Borrowers (and, with respect

to the guarantees hereunder, the Parent Guarantors) for any reason fail to indefeasibly pay any amount

required under paragraph (a) or (b) of this Section to be paid by them to the Administrative Agent (or any

sub-agent thereof) or any Issuing Bank or any Related Party of any of the foregoing, each Lender

severally agrees to pay to the Administrative Agent (or any such sub-agent) or such Issuing Bank or such

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Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that

the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided

that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case

may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent) or such

Issuing Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the

Administrative Agent (or any such sub-agent) or such Issuing Bank in connection with such capacity.

The obligations of the Lenders under this paragraph (c) are several obligations.

(d)Waiver of Consequential Damages, Etc. To the fullest extent permitted by

applicable law, no Obligor shall assert, and each Obligor hereby waives, any claim against the

Administrative Agent (and any sub-agent thereof), each Lender and each Issuing Bank, and each Related

Party of any of the foregoing Persons (each such person being called a “Lender-Related Person”), on any

theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual

damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document

or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or

thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No Lender-Related Person shall

be liable for any damages arising from the use by unintended recipients of any information or other

materials distributed by it through telecommunications, electronic or other information transmission

systems in connection with this Agreement or the other Loan Documents or the transactions contemplated

hereby or thereby.

(e)Payments. All amounts due under this Section shall be payable promptly after

receipt of a reasonably detailed invoice therefor.

SECTION 10.04 Successors and Assigns.

(a)Successors and Assigns Generally. The provisions of this Agreement shall be

binding upon and inure to the benefit of the parties hereto and their respective successors and assigns

permitted hereby, except that none of the Obligors may assign or otherwise transfer any of its rights or

obligations hereunder (except pursuant to a transaction permitted hereunder) without the prior written

consent of the Administrative Agent and each Lender, and no Lender may assign or otherwise transfer

any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of

paragraph (b) of this Section, (ii) by way of participation in accordance with the provisions of

paragraph (d) of this Section or (iii) by way of pledge or assignment of a security interest subject to the

restrictions of paragraph (f) of this Section (and any other attempted assignment or transfer by any party

hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to

confer upon any Person (other than the parties hereto, their respective successors and assigns permitted

hereby, each Issuing Bank, Participants, to the extent provided in paragraph (d) of this Section and, to the

extent expressly contemplated hereby, the Related Parties of the Administrative Agent, each Issuing Bank

and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b)Assignments by Lenders. Any Lender may at any time assign to one or more

assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of

its Revolving Credit Commitments and the Loans at the time owing to it) to any Person; provided that any

such assignment shall be subject to the following conditions:

(i)Minimum Amounts.

(A)In the case of an assignment of the entire remaining amount of

the assigning Lender’s Revolving Credit Commitments and the Loans at the time owing

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to it or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved

Fund, no minimum amount need be assigned; and

(B)in any case not described in paragraph (b)(i)(A) of this Section,

the aggregate amount of the Revolving Credit Commitment (which for this purpose

includes Loans outstanding thereunder) or, if the applicable Revolving Credit

Commitment is not then in effect, the principal outstanding balance of the Loans of the

assigning Lender subject to each such assignment (determined as of the date the

Assignment and Assumption with respect to such assignment is delivered to the

Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption,

as of the Trade Date) shall not be less than $5,000,000, in the case of any assignment in

respect of a Revolving Credit Commitment, or $1,000,000, in the case of any assignment

in respect of any Incremental Term Loan, unless each of the Administrative Agent and,

so long as no Non-Consent Event has occurred and is continuing, the Borrowers

otherwise consent (each such consent not to be unreasonably withheld or delayed).

(ii)Proportionate Amounts. Each partial assignment shall be made as an

assignment of a proportionate part of all the assigning Lender’s rights and obligations under this

Agreement with respect to the Loan or the Revolving Credit Commitment assigned, except that

this clause (ii) shall not prohibit any Lender from assigning all or a portion of its rights and

obligations in respect of Revolving Credit Commitments and Incremental Term Loans on a non-

pro rata basis.

(iii)Required Consents. No consent shall be required for any assignment

except to the extent required by paragraph (b)(i)(B) of this Section and, in addition:

(A)the consent of the Borrowers (such consents not to be

unreasonably withheld or delayed) shall be required unless (x) a Non-Consent Event has

occurred and is continuing at the time of such assignment or (y) such assignment is to a

Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrowers shall

be deemed to have to consented to such assignment if the Borrowers do not respond

within ten Business Days of a written request for its consent with respect to such

assignment;

(B)the consent of the Administrative Agent (such consent not to be

unreasonably withheld or delayed) shall be required unless such assignment is to a

Lender, an Affiliate of a Lender or an Approved Fund; and

(C)the consent of the Issuing Banks (such consent not to be

unreasonably withheld or delayed) shall be required for any assignment that increases the

obligation of the assignee to participate in exposure under one or more Letters of Credit

(whether or not then outstanding).

(iv)Assignment and Assumption. The parties to each assignment shall

execute and deliver to the Administrative Agent an Assignment and Assumption, together with a

processing and recordation fee of $3,500, and the assignee, if it is not a Lender, shall deliver to

the Administrative Agent an Administrative Questionnaire.

(v)No Assignment to the Obligors. No such assignment shall be made to

any Obligor or any of its Affiliates or Subsidiaries.

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(vi)No Assignment to Natural Persons. No such assignment shall be made

to a natural person.

Subject to acceptance and recording thereof by the Administrative Agent pursuant to

paragraph (c) of this Section, from and after the effective date specified in each Assignment and

Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest

assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this

Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such

Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an

Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this

Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of

Section 2.15 and Section 10.03 with respect to facts and circumstances occurring prior to the effective

date of such assignment.

(c)Register. The Administrative Agent, acting solely for this purpose as an agent of

the Borrowers, shall maintain at one of its offices in New York, New York a copy of each Assignment

and Assumption delivered to it and a register for the recordation of the names and addresses of the

Lenders and the Revolving Credit Commitments and the principal amounts of (and stated interest on) the

Loans owing to each Lender pursuant to the terms hereof from time to time (the “Register”). The entries

in the Register shall be presumptively correct absent manifest error, and the Borrowers, the

Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register

pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding

notice to the contrary. The Register shall be available for inspection by the Borrowers and any Lender, at

any reasonable time and from time to time upon reasonable prior notice.

(d)Participations. Any Lender may at any time, without the consent of, or notice to,

the Administrative Agent or Issuing Banks, sell participations to any Person (other than a natural person

or the Obligors or any of the Obligors’ Affiliates or Subsidiaries) in all or a portion of such Lender’s

rights and/or obligations under this Agreement (including all or a portion of its Revolving Credit

Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this

Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties

hereto for the performance of such obligations, (iii) the Borrowers, the Administrative Agent, the Lenders

and the Issuing Banks shall continue to deal solely and directly with such Lender in connection with such

Lender’s rights and obligations under this Agreement and (iv) the consent of the Borrowers (such

consents not to be unreasonably withheld or delayed) shall be required for any such participation unless

(x) a Non-Consent Event has occurred and is continuing at the time of such participation or (y) such

participation is to a Lender, an Affiliate of a Lender or an Approved Fund.

Each Lender that sells a participation pursuant to paragraph (d) of this Section, acting

solely for this purpose as a non-fiduciary agent of the Borrowers and solely for tax purposes, shall

maintain a register comparable to the Register on which it shall enter the name and address of each

Participant and the principal (and stated interest on) of each Participant in all or a portion of the

participating Lender’s rights and/or obligations under this Agreement (including all or a portion of its

Revolving Credit Commitment and/or the Loans owing to it) (the “Participant Register”). The entries in

the Participant Register shall be presumptively correct absent manifest error, and the Borrowers, the

Administrative Agent and the Lenders may treat each Person whose name is recorded in the Participant

Agreement, notwithstanding notice to the contrary. Notwithstanding anything herein to the contrary, such

Lender shall not be required to disclose the Participant Register except that (i) such Lender shall be

required to make its Participant Register available to the Administrative Agent or to the Borrowers if

requested by the Borrowers in connection with the exercise by a related Participant of remedies hereunder

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and (ii) such Lender shall be required to make its Participant Register available to the Internal Revenue

Service if requested by the Internal Revenue Service or the Borrowers and to the extent such disclosure is

necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form

under Section 5f.103-1(c) of the United States Treasury Regulations and Proposed Treasury Regulations

Section 1.163-5(b) (or any amended or successor version).

Any agreement or instrument pursuant to which a Lender sells such a participation shall

provide that such Lender shall retain the sole right to enforce this Agreement and to approve any

amendment, modification or waiver of any provision of this Agreement; provided that such agreement or

instrument may provide that such Lender will not, without the consent of the Participant, agree to any

amendment, modification or waiver described in the proviso of Section 10.02(b) that directly and

adversely affects such Participant. Subject to paragraph (e) of this Section, the Borrowers agree that each

Participant shall be entitled to the benefits of Sections 2.14, 2.15 and 2.16 to the same extent as if it were

a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the

extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.08 as though it

were a Lender; provided that such Participant agrees to be subject to Section 2.17(d) as though it were a

Lender.

(e)Limitations upon Participant Rights. A Participant shall not be entitled to receive

any greater payment under Section 2.14 and Section 2.16 than the applicable Lender would have been

entitled to receive with respect to the participation sold to such Participant, unless the sale of the

participation to such Participant is made with the Borrowers’ prior written consent after disclosure of such

greater payments, except to the extent such entitlement to receive a greater payment results from a

Change in Law that occurs after the Participant acquired the applicable participation. A Participant that

would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.16 unless

the Borrowers are notified of the participation sold to such Participant and such Participant agrees, for the

benefit of the Borrowers, to comply with Section 2.16(e) as though it were a Lender (it being understood

that the documentation required under Section 2.1(e) shall be delivered to the participating Lender) and

any such Participant shall be deemed to be a Lender for the purposes of the definition of Excluded Taxes.

(f)Certain Pledges. Any Lender may at any time pledge or assign a security interest

in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any

pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or

assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee

or assignee for such Lender as a party hereto.

SECTION 10.05 Survival. All representations and warranties made by the Obligors

herein and in the certificates or other instruments delivered in connection with or pursuant to this

Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the

execution and delivery of this Agreement and the making of any Loans and issuance of any Letters of

Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding

that the Administrative Agent, any Issuing Bank or any Lender may have had notice or knowledge of any

Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall

continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee

or any other amount payable under this Agreement is outstanding and unpaid or any Letter of Credit is

outstanding and so long as the Revolving Credit Commitments have not expired or terminated. The

provisions of Section 2.14, Section 2.15, Section 2.16, Section 3.03 and Section 10.03 and Article IX

shall survive and remain in full force and effect regardless of the consummation of the transactions

contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit

and the Revolving Credit Commitments or the termination of this Agreement or any provision hereof.

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SECTION 10.06 Counterparts; Integration; Effectiveness. This Agreement may be

executed in counterparts (and by different parties hereto in different counterparts), each of which shall

constitute an original, but all of which when taken together shall constitute a single contract. This

Agreement and the other Loan Documents (and any separate letter agreements among the Obligors and

Citibank and certain affiliates thereof, JPMorgan Chase Bank, N.A. and certain affiliates thereof, BofA

Securities, Inc. and certain affiliates thereof and Wells Fargo Securities, LLC and certain affiliates

thereof, with respect to fees payable thereto and their initial Revolving Credit Commitments and the

syndication thereof) constitute the entire contract between and among the parties relating to the subject

matter hereof and supersede any and all previous agreements and understandings, oral or written, relating

to the subject matter hereof. Delivery of an executed counterpart of a signature page to this Agreement

by electronic transmission shall be effective as delivery of a manually executed counterpart of this

Agreement.

SECTION 10.07 Severability. Any provision of this Agreement held to be invalid,

illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of

such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of

the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction

shall not invalidate such provision in any other jurisdiction.

SECTION 10.08 Right of Setoff. If an Event of Default shall have occurred and be

continuing, each Lender, each Issuing Bank and each of their respective Affiliates is hereby authorized at

any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any

and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any

time held and other obligations (in whatever currency) at any time owing by such Lender, such Issuing

Bank or any such Affiliate to or for the credit or the account of any Credit Party against any and all of the

obligations of such Credit Party now or hereafter existing under this Agreement or any other Loan

Document to such Lender or such Issuing Bank, irrespective of whether or not such Lender or such

Issuing Bank shall have made any demand under this Agreement or any other Loan Document and

although such obligations of such Credit Party may be contingent or unmatured or are owed to a branch or

office of such Lender or such Issuing Bank different from the branch or office holding such deposit or

obligated on such indebtedness. The rights of each Lender, each Issuing Bank and their respective

Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff)

that such Lender, such Issuing Bank or their respective Affiliates may have. Each Lender and each

Issuing Bank agrees to notify the Borrowers and the Administrative Agent promptly after any such setoff

and application; provided that the failure to give such notice shall not affect the validity of such setoff and

application.

SECTION 10.09 Governing Law; Jurisdiction; Service of Process; Etc.

(a)Governing Law. This Agreement and any claim, controversy or dispute arising

under or related to this Agreement shall be governed by, and construed in accordance with, the law of the

State of New York.

(b)Submission to Jurisdiction. Each party hereto hereby irrevocably and

unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State or

Federal court located in the City of New York, sitting in New York County, in any suit, action or

proceeding arising out of or relating to this Agreement or any Loan Document, or for recognition or

enforcement of any judgment, and each of the parties hereto irrevocably and unconditionally agrees that

all claims with respect to any such suit, action or proceeding may be heard and determined in such New

York State court or, to the fullest extent permitted by applicable law, in such Federal court. Each of the

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parties hereto agrees that a final judgment in any such suit, action or proceeding will be conclusive and

may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

(c)Service of Process. Each party hereto irrevocably consents to service of process

in the manner provided for notices in Section 10.01. Each Credit Party that is incorporated or organized

under the laws of any jurisdiction other than the United States of America, any state or territory thereof or

the District of Columbia hereby irrevocably appoints TC Group, L.L.C., as its agent to receive on its

behalf, service of process that may be served in any action, litigation or proceeding referred to in clause

(b) of this Section 10.09. Nothing in this Agreement will affect the right of any party to this Agreement or

any other Loan Document to serve process in any other manner permitted by law. Nothing herein shall in

any way be deemed to limit the ability of any party hereto to serve any such writs, process or summonses

in any other manner permitted by applicable law or to obtain jurisdiction over any other party hereto in

such other jurisdictions, and in such manner, as may be permitted by applicable law.

(d)Waiver of Venue. Each party hereto irrevocably waives any objection that it may

now or hereafter have to the laying of the venue of any action or proceeding arising out of or relating to

this Agreement or any other Loan Document brought in the Supreme Court of the State of New York,

County of New York or in the United States District Court for the Southern District of New York, and

further irrevocably waives any claim that any such action or proceeding brought in any such court has

been brought in an inconvenient forum.

SECTION 10.10 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY

IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,

ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY

OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER

LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY

(WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY

HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY

OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER

PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING

WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE

BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS

BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS

SECTION.

SECTION 10.11 No Immunity. To the extent that any Obligor may be or become

entitled, in any jurisdiction in which judicial proceedings may at any time be commenced with respect to

this Agreement or any other Loan Document, to claim for itself or its properties or revenues any

immunity from suit, court jurisdiction, attachment prior to judgment, attachment in aid of execution of a

judgment, execution of a judgment or from any other legal process or remedy relating to its obligations

under this Agreement or any other Loan Document, and to the extent that in any such jurisdiction there

may be attributed such an immunity (whether or not claimed), each Obligor hereby irrevocably agrees not

to claim and hereby irrevocably waives such immunity to the fullest extent permitted by the laws of such

jurisdiction.

SECTION 10.12 European Monetary Union.

(a)Definitions. As used herein, the following terms shall have the following

meanings:

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“EMU” means economic and monetary union as contemplated in the Treaty on European

Union.

“EMU Legislation” means legislative measures of the European Council for the

introduction of, changeover to or operation of a single or unified European currency (whether

known as the euro or otherwise), being in part the implementation of the third stage of EMU.

“Euros” or “€” refers to the single currency of Participating Member States of the

European Union, which shall be an Agreed Foreign Currency and a Foreign Currency under this

Agreement.

“National Currency” means the Currency, other than the Euro, of a Participating Member

State.

“Participating Member State” means each state so described in any EMU Legislation.

“Target Operating Day” means any day that is not (i) a Saturday or Sunday,

(ii) Christmas Day or New Year’s Day or (iii) any other day on which the Trans-European

Automated Real-time Gross Settlement Express Transfer system (or any successor settlement

system) is not scheduled to operate (as determined by the Administrative Agent).

“Treaty on European Union” means the Treaty of Rome of March 25, 1957, as amended

by the Single European Act 1986 and the Maastricht Treaty (which was signed at Maastricht on

February 7, 1992, and came into force on November 1, 1993).

(b)Effectiveness of Provisions. The provisions of paragraphs (c) through (h) of this

Section shall be effective on the Amendment Effective Date; provided that, if and to the extent that any

such provision relates to any state (or the Currency of such state) that is not a Participating Member State

on the Amendment Effective Date, such provision shall become effective in relation to such state (and

such Currency) at and from the date on which such state becomes a Participating Member State.

(c)Redenomination and Alternative Currencies. Each obligation under this

Agreement of a party to this Agreement which has been denominated in the National Currency of a

Participating Member State shall be redenominated in Euros in accordance with EMU Legislation;

provided that, if and to the extent that any EMU Legislation provides that following the Amendment

Effective Date an amount denominated either in Euros or in the National Currency of a Participating

Member State and payable within the Participating Member State by crediting an account of the creditor

can be paid by the debtor either in Euros or in such National Currency, any party to this Agreement shall

be entitled to pay or repay any such amount either in Euros or in such National Currency.

(d)Payments by the Administrative Agent Generally. With respect to the payment

of any amount denominated in Euros or in a National Currency, the Administrative Agent shall not be

liable to the Obligors or any of the Lenders in any way whatsoever for any delay, or the consequences of

any delay, in the crediting to any account of any amount required by this Agreement to be paid by the

Administrative Agent if the Administrative Agent shall have taken all relevant steps to achieve, on the

date required by this Agreement, the payment of such amount in immediately available, freely

transferable, cleared funds (in Euros or in such National Currency, as the case may be) to the account of

any Lender in the Principal Financial Center in the Participating Member State which the Obligors or

such Lender, as the case may be, shall have specified for such purpose. For the purposes of this

paragraph, “all relevant steps” means all such steps as may be prescribed from time to time by the

regulations or operating procedures of such clearing or settlement system as the Administrative Agent

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may from time to time determine for the purpose of clearing or settling payments in Euros or such

National Currency.

(e)Certain Rate Determinations. For the purposes of determining the date on which

the Adjusted EURIBOR Rate or the Adjusted Daily Simple RFR is determined under this Agreement for

the Interest Period for any Borrowing denominated in Euros (or in any National Currency), references in

this Agreement to Business Days shall be deemed to be references to Target Operating Days. In addition,

if the Administrative Agent determines, with respect to the Interest Period for any Borrowing

denominated in a National Currency, that there is no Adjusted EURIBOR Rate or Adjusted Daily Simple

RFR displayed on the Reuters’ Service for deposits denominated in such National Currency, the Adjusted

Daily Simple RFR for such Interest Period shall be based upon Adjusted EURIBOR Rate or Adjusted

Daily Simple RFR displayed on the Reuters’ Service for the offering of deposits denominated in Euros.

(f)Basis of Accrual. If the basis of accrual of interest or fees expressed in this

Agreement with respect to the Currency of any state that becomes a Participating Member State shall be

inconsistent with any convention or practice in the interbank market for the basis of accrual of interest or

fees in respect of the Euro, such convention or practice shall replace such expressed basis effective as of

and from the date on which such state becomes a Participating Member State; provided that, with respect

to any Borrowing denominated in such Currency that is outstanding immediately prior to such date, such

replacement shall take effect at the end of the Interest Period therefor.

(g)Rounding. Without prejudice and in addition to any method of conversion or

rounding prescribed by the EMU Legislation, each reference in this Agreement to a minimum amount, or

to a multiple of a specified amount, in a National Currency to be paid to or by the Administrative Agent

shall be replaced by a reference to such reasonably comparable and convenient amount, or to a multiple of

such reasonably comparable and convenient amount, in Euros as the Administrative Agent may from time

to time reasonably specify.

(h)Other Consequential Changes. Without prejudice to the respective liabilities of

the Obligors to the Lenders and the Lenders to the Obligors under or pursuant to this Agreement, except

as expressly provided in this Section, each provision of this Agreement shall be subject to such reasonable

changes of construction as the Administrative Agent may from time to time reasonably specify to be

necessary or appropriate to reflect the introduction of or changeover to the Euro in Participating Member

States.

SECTION 10.13 Judgment Currency. This is an international loan transaction in which

the specification of Dollars or any Foreign Currency, as the case may be (the “Specified Currency”), and

payment in New York City or the country of the Specified Currency, as the case may be (the “Specified

Place”), is of the essence, and the Specified Currency shall be the currency of account in all events

relating to Loans denominated in the Specified Currency. The payment obligations of each Obligor under

this Agreement shall not be discharged or satisfied by an amount paid in another currency or in another

place, whether pursuant to a judgment or otherwise, to the extent that the amount so paid on conversion to

the Specified Currency and transfer to the Specified Place under normal banking procedures does not

yield the amount of the Specified Currency at the Specified Place due hereunder. If for the purpose of

obtaining judgment in any court it is necessary to convert a sum due hereunder in the Specified Currency

into another currency (the “Second Currency”), the rate of exchange that shall be applied shall be the rate

at which in accordance with normal banking procedures the Administrative Agent could purchase the

Specified Currency with the Second Currency on the Business Day next preceding the day on which such

judgment is rendered. The obligation of each Obligor in respect of any such sum due from it to the

Administrative Agent or any Lender hereunder or under any other Loan Document (in this Section called

an “Entitled Person”) shall, notwithstanding the rate of exchange actually applied in rendering such

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judgment, be discharged only to the extent that on the Business Day following receipt by such Entitled

Person of any sum adjudged to be due hereunder in the Second Currency such Entitled Person may in

accordance with normal banking procedures purchase and transfer to the Specified Place the Specified

Currency with the amount of the Second Currency so adjudged to be due; and each Obligor hereby, as a

separate obligation and notwithstanding any such judgment, agrees to indemnify such Entitled Person

against, and to pay such Entitled Person on demand, in the Specified Currency, the amount (if any) by

which the sum originally due to such Entitled Person in the Specified Currency hereunder exceeds the

amount of the Specified Currency so purchased and transferred.

SECTION 10.14 Headings. Article and Section headings and the Table of Contents used

herein are for convenience of reference only, are not part of this Agreement and shall not affect the

construction of, or be taken into consideration in interpreting, this Agreement.

SECTION 10.15 Treatment of Certain Information; Confidentiality.

(a)Treatment of Certain Information. Each Obligor acknowledges that from time to

time financial advisory, investment banking and other services may be offered or provided to such

Obligor or one or more of its Subsidiaries (in connection with this Agreement or otherwise) by any

Lender or by one or more subsidiaries or affiliates of such Lender and each Obligor hereby authorizes

each Lender to share any information delivered to such Lender by such Obligor and its Subsidiaries

pursuant to this Agreement, or in connection with the decision of such Lender to enter into this

Agreement, to any such subsidiary or affiliate, it being understood that any such subsidiary or affiliate

receiving such information shall be bound by the provisions of paragraph (b) of this Section as if it were a

Lender hereunder. Such authorization shall survive the repayment of the Loans, the expiration or

termination of the Letters of Credit and the Revolving Credit Commitments or the termination of this

Agreement or any provision hereof.

(b)Confidentiality. Each of the Administrative Agent, the Issuing Banks and the

Lenders agrees to maintain the confidentiality of the Information (as defined below), except that

Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective managers,

administrators, trustees, partners, directors, officers, employees, agents, advisors and other representatives

(it being understood that the Persons to whom such disclosure is made will be informed of the

confidential nature of such Information and instructed to keep such Information confidential), (b) to the

extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-

regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent

required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other

party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan

Document or any action or proceeding relating to this Agreement or any other Loan Document or the

enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions

substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective

assignee of or Participant in, any of its rights or obligations under this Agreement, (ii) any actual or

prospective party (or its managers, administrators, trustees, partners, directors, officers, employees,

agents, advisors and other representatives) to any swap or derivative or similar transaction under which

payments are to be made by reference to any Credit Party and its obligations, this Agreement or payments

hereunder, (iii) any rating agency, or (iv) the CUSIP Service Bureau or any similar organization, (g) with

the consent of the Borrowers, (h) to the extent such Information (x) becomes publicly available other than

as a result of a breach of this Section or (y) becomes available to either Agent, any Issuing Bank, any

Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Credit

Parties, (i) to market data collectors, similar service providers to the lending industry and service

providers to the Administrative Agent or any Lender in connection with the administration of this

Agreement and the other Loan Documents, subject, in each case, to customary confidentiality

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104 -

arrangements for service providers and limited to the existence of the Agreement and publicly available

information for market data collectors, (j) in connection with reporting possible violations of law or

regulation to, otherwise communicating directly with, cooperating with or providing information to any

governmental or regulatory body or any self-regulatory organization including but not limited to, bank

examiners, the SEC, DOJ, FINRA, NFA, or the CFTC, or making other disclosures pursuant to applicable

“whistleblower” laws or regulations or (k) to its credit insurance providers. For purposes of this Section,

“Information” means all information received from any Credit Party relating to such Credit Party or any

of its Subsidiaries or any of their respective businesses, other than any such information that is available

to the Administrative Agent, any Issuing Bank or any Lender on a nonconfidential basis prior to

disclosure by any Credit Party or any of its Subsidiaries. Any Person required to maintain the

confidentiality of Information as provided in this Section shall be considered to have complied with its

obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of

such Information as such Person would accord to its own confidential information.

SECTION 10.16 USA PATRIOT Act. Each Lender hereby notifies the Credit Parties

that pursuant to the requirements of the Patriot Act, such Lender may be required to obtain, verify and

record information that identifies the Credit Parties, which information includes the name and address of

each Credit Party and other information that will allow such Lender to identify the Credit Parties in

accordance with said Act and the Beneficial Ownership Regulation.

SECTION 10.17 Erroneous Payments

(a)If the Administrative Agent (x) notifies a Lender, Issuing Bank or any Person

who has received funds on behalf of a Lender or Issuing Bank (any such Lender, Issuing Bank or other

recipient (and each of their respective successors and assigns), a “Payment Recipient”) that the

Administrative Agent has determined in its sole discretion (whether or not after receipt of any notice

under immediately succeeding clause (b)) that any funds (as set forth in such notice from the

Administrative Agent) received by such Payment Recipient from the Administrative Agent or any of its

Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly received

by, such Payment Recipient (whether or not known to such Lender, Issuing Bank or other Payment

Recipient on its behalf) (any such funds, whether transmitted or received as a payment, prepayment or

repayment of principal, interest, fees, distribution or otherwise, individually and collectively, an

“Erroneous Payment”) and (y) demands in writing the return of such Erroneous Payment (or a portion

thereof), such Erroneous Payment shall at all times remain the property of the Administrative Agent

pending its return or repayment as contemplated below in this Section 10.17(a) and held in trust for the

benefit of the Administrative Agent, and such Lender or Issuing Bank shall (or, with respect to any

Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to)

promptly, but in no event later than two Business Days thereafter (or such later date as the Administrative

Agent may, in its sole discretion, specify in writing), return to the Administrative Agent the amount of

any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day

funds (in the currency so received), together with interest thereon (except to the extent waived in writing

by the Administrative Agent) in respect of each day from and including the date such Erroneous Payment

(or portion thereof) was received by such Payment Recipient to the date such amount is repaid to the

Administrative Agent in same day funds at the greater of the Federal Funds Effective Rate and a rate

determined by the Administrative Agent in accordance with banking industry rules on interbank

compensation from time to time in effect. A notice of the Administrative Agent to any Payment Recipient

under this clause (a) shall be conclusive, absent manifest error.

(b) Without limiting immediately preceding clause (a), each Lender,Issuing Bank or

any Person who has received funds on behalf of a Lender or Issuing Bank agrees that if it receives a

payment, prepayment or repayment (whether received as a payment, prepayment or repayment of

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105 -

principal, interest, fees, distribution or otherwise) from the Administrative Agent (or any of its Affiliates)

(x) that is in a different amount than, or on a different date from, that specified in this Agreement or in a

notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates)

with respect to such payment, prepayment or repayment, (y) that was not preceded or accompanied by a

notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates),

or (z) that such Lender, Issuing Bank or other such recipient, otherwise becomes aware was transmitted,

or received, in error or by mistake (in whole or in part), then in each such case:

(i) it acknowledges and agrees that (A) in the case of immediately preceding clauses

(x) or (y), an error and mistake shall be presumed to have been made (absent written confirmation

from the Administrative Agent to the contrary) or (B) an error and mistake has been made (in the

case of immediately preceding clause (z)), in each case, with respect to such payment,

prepayment or repayment; and

(ii) such Lender or Issuing Bank shall (and shall cause any other recipient that receives

funds on its respective behalf to) promptly (and, in all events, within one Business Day of its

knowledge of the occurrence of any of the circumstances described in immediately preceding

clauses (x), (y) and (z)) notify the Administrative Agent of its receipt of such payment,

prepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying the

Administrative Agent pursuant to this Section 10.17(b).

For the avoidance of doubt, the failure to deliver a notice to the Administrative Agent pursuant to this

Section 10.17(b) shall not have any effect on a Payment Recipient’s obligations pursuant to Section

10.17(a) or on whether or not an Erroneous Payment has been made.

off, net and apply any and all amounts at any time owing to such Lender or Issuing Bank under any Loan

Document, or otherwise payable or distributable by the Administrative Agent to such Lender or Issuing

Bank under any Loan Document with respect to any payment of principal, interest, fees or other amounts,

against any amount that the Administrative Agent has demanded to be returned under immediately

preceding clause (a).

(d) (i) In the event that an Erroneous Payment (or portion thereof) is not recovered

by the Agent for any reason, after demand therefor in accordance with immediately preceding clause (a),

from any Lender that has received such Erroneous Payment (or portion thereof) (and/or from any

Payment Recipient who received such Erroneous Payment (or portion thereof) on its respective behalf)

(such unrecovered amount, an “Erroneous Payment Return Deficiency”), upon the Administrative

Agent’s notice to such Lender at any time, then effective immediately (with the consideration therefor

being acknowledged by the parties hereto), (A) such Lender shall be deemed to have assigned its Loans

(but not its Commitments) with respect to which such Erroneous Payment was made (the “Erroneous

Payment Impacted Class”) in an amount equal to the Erroneous Payment Return Deficiency (or such

lesser amount as the Administrative Agent may specify) (such assignment of the Loans (but not

Commitments) of the Erroneous Payment Impacted Class, the “Erroneous Payment Deficiency

Assignment”) (on a cashless basis and such amount calculated at par plus any accrued and unpaid interest

(with the assignment fee to be waived by the Administrative Agent in such instance)), and is hereby

(together with the Borrower) deemed to execute and deliver an Assignment and Assumption (or, to the

extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an

electronic transmission system as to which the Administrative Agent and such parties are participants)

with respect to such Erroneous Payment Deficiency Assignment, and such Lender shall deliver any

promissory notes evidencing such Loans to the Borrowers or the Administrative Agent (but the failure of

such Person to deliver any such promissory notes shall not affect the effectiveness of the foregoing

Credit Agreement

106 -

assignment), (B) the Administrative Agent as the assignee Lender shall be deemed to have acquired the

Erroneous Payment Deficiency Assignment, (C) upon such deemed acquisition, the Administrative Agent

as the assignee Lender shall become a Lender, as applicable, hereunder with respect to such Erroneous

Payment Deficiency Assignment and the assigning Lender shall cease to be a Lender, as applicable,

hereunder with respect to such Erroneous Payment Deficiency Assignment, excluding, for the avoidance

of doubt, its obligations under the indemnification provisions of this Agreement and its applicable

Commitments which shall survive as to such assigning Lender, (D) the Administrative Agent and the

Borrowers shall each be deemed to have waived any consents required under this Agreement to any such

Erroneous Payment Deficiency Assignment, and (E) the Administrative Agent will reflect in the Register

its ownership interest in the Loans subject to the Erroneous Payment Deficiency Assignment. For the

avoidance of doubt, no Erroneous Payment Deficiency Assignment will reduce the Revolving Credit

Commitments of any Lender and such Commitments shall remain available in accordance with the terms

of this Agreement.

(ii) Subject to Section 10.04 (but excluding, in all events, any assignment consent or

approval requirements (whether from any Borrower or otherwise)), the Administrative Agent may, in its

discretion, sell any Loans acquired pursuant to an Erroneous Payment Deficiency Assignment and upon

receipt of the proceeds of such sale, the Erroneous Payment Return Deficiency owing by the applicable

Lender shall be reduced by the net proceeds of the sale of such Loan (or portion thereof), and the

Administrative Agent shall retain all other rights, remedies and claims against such Lender (and/or

against any recipient that receives funds on its respective behalf). In addition, an Erroneous Payment

Return Deficiency owing by the applicable Lender (x) shall be reduced by the proceeds of prepayments or

repayments of principal and interest, or other distribution in respect of principal and interest, received by

the Administrative Agent on or with respect to any such Loans acquired from such Lender pursuant to an

Erroneous Payment Deficiency Assignment (to the extent that any such Loans are then owned by the

Administrative Agent) and (y) may, in the sole discretion of the Administrative Agent, be reduced by any

amount specified by the Administrative Agent in writing o the applicable Lender from time to time.

(e) The parties hereto agree that (x) irrespective of whether the Administrative Agent

may be equitably subrogated, in the event that an Erroneous Payment (or portion thereof) is not recovered

from any Payment Recipient that has received such Erroneous Payment (or portion thereof) for any

reason, the Administrative Agent shall be subrogated to all the rights and interests of such Payment

Recipient (and, in the case of any Payment Recipient who has received funds on behalf of a Lender or

Issuing Bank, to the rights and interests of such Lender or Issuing Bank, as the case may be) under the

Loan Documents with respect to such amount (the “Erroneous Payment Subrogation Rights”) (provided

that the Borrower’s Obligations under the Loan Documents in respect of the Erroneous Payment

Subrogation Rights shall not be duplicative of such Obligations in respect of Loans that have been

assigned to the Administrative Agent under an Erroneous Payment Deficiency Assignment) and (y) an

Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by

the Borrower; provided that this Section 10.17(e) shall not be interpreted to increase (or accelerate the due

date for), or have the effect of increasing (or accelerating the due date for), the Obligations of the

Borrowers relative to the amount (and/or timing for payment) of the Obligations that would have been

payable had such Erroneous Payment not been made by the Administrative Agent; provided further that

for the avoidance of doubt, immediately preceding clauses (x) and (y) shall not apply to the extent any

such Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment that is,

comprised of funds received by the Administrative Agent from the Borrowers for the purpose of making

such Erroneous Payment.

(f) To the extent permitted by applicable law, no Payment Recipient shall assert any

right or claim to an Erroneous Payment, and hereby waives, and is deemed to waive, any claim,

Credit Agreement

107 -

counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim

by the Administrative Agent for the return of any Erroneous Payment received, including any defense

based on “discharge for value” or any similar doctrine.

(g) Each party’s obligations, agreements and waivers under this Section 10.17(g)

shall survive the resignation or replacement of the Administrative Agent, any transfer of rights or

obligations by, or the replacement of, a Lender or Issuing Bank, the termination of the Revolving Credit

Commitments and/or the repayment, satisfaction or discharge of all Obligations (or any portion thereof)

under any Loan Document.

SECTION 10.18 Interest Rate Limitation. Notwithstanding anything herein to the

contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other

amounts which are treated as interest on such Loan under applicable law (collectively the “Charges”),

shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged,

taken, received or reserved by the Lender holding such Loan in accordance with applicable law, the rate

of interest payable in respect of such Loan hereunder, together with all Charges payable in respect

thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that

would have been payable in respect of such Loan but were not payable as a result of the operation of this

Section shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans

or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount,

together with interest thereon at the Federal Funds Effective Rate for each day to the date of repayment,

shall have been received by such Lender.

SECTION 10.19 Acknowledgments. Each Obligor hereby acknowledges that:

(a)it has been advised by counsel in the negotiation, execution and delivery of this

Agreement and the other Loan Documents;

(b)neither the Administrative Agent, the Issuing Banks nor any Lender has any

fiduciary relationship with or duty to such Obligor arising out of or in connection with this Agreement or

any of the other Loan Documents, and the relationship between the Administrative Agent, the Issuing

Banks and Lenders, on the one hand, and such Obligor, on the other hand, in connection herewith or

therewith is solely that of creditor and debtor;

(c)no joint venture is created hereby or by the other Loan Documents or otherwise

exists by virtue of the transactions contemplated hereby; and

(d)each Lender, each Issuing Bank, the Administrative Agent and their Affiliates

may have economic interests that conflict with those of the Credit Parties, the owners of their Equity

Interests and/or their Affiliates.

SECTION 10.20 Fiscal Year. Each Obligor will not change the last day of its fiscal year

from December 31, or the last days of the first three fiscal quarters in each of its fiscal years from March

31, June 30 and September 30, respectively, without the prior written consent of the Administrative

Agent.

SECTION 10.21 Acknowledgement and Consent to Bail-In of Affected Financial

Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement,

arrangement or understanding among any such parties, each party hereto acknowledges that any liability

of any Affected Financial Institution arising under any Loan Document, to the extent such liability is

Credit Agreement

108 -

unsecured, may be subject to the write-down and conversion powers of the applicable Resolution

Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a)the application of any Write-Down and Conversion Powers by the applicable

Resolution Authority to any such liabilities arising hereunder that may be payable to it by any party

hereto that is an Affected Financial Institution; and

(b)the effects of any Bail-In Action on any such liability, including, if applicable:

(i)a reduction in full or in part or cancellation of any such liability;

(ii)a conversion of all, or a portion of, such liability into shares or other instruments

of ownership in such Affected Financial Institution, its parent undertaking, or a bridge institution

that may be issued to it or otherwise conferred on it, and that such shares or other instruments of

ownership will be accepted by it in lieu of any rights with respect to any such liability under this

Agreement or any other Loan Document; or

(iii)the variation of the terms of such liability in connection with the exercise of the

write-down and conversion powers of the applicable Resolution Authority.

[Signature page to Third Amended and Restated Credit Agreement]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly

executed and delivered (and, in the case of each Person organized under the laws of the Cayman Islands,

as a deed) by their respective authorized officers as of the day and year first above written.

BORROWERS

TC GROUP CAYMAN, L.P.

By: Carlyle Holdings III L.P., its general partner

By:	/s/ Jeffrey W. Ferguson
Name:	Jeffrey W. Ferguson
Title:	Managing Director

CARLYLE INVESTMENT MANAGEMENT L.L.C.

By:	/s/ Jeffrey W. Ferguson
Name:	Jeffrey W. Ferguson
Title:	General Counsel

CG SUBSIDIARY HOLDINGS L.L.C.

By:	/s/ Jeffrey W. Ferguson
Name:	Jeffrey W. Ferguson
Title:	Managing Director

PARENT GUARANTORS

TC GROUP, L.L.C.

By: Carlyle Holdings I L.P., its sole member

By:	/s/ Jeffrey W. Ferguson
Name:	Jeffrey W. Ferguson
Title:	Managing Director

CARLYLE HOLDINGS I L.P.

By:	/s/ Jeffrey W. Ferguson
Name:	Jeffrey W. Ferguson
Title:	Managing Director

[Signature page to Third Amended and Restated Credit Agreement]

CARLYLE HOLDINGS II L.L.C.

By:	/s/ Jeffrey W. Ferguson
Name:	Jeffrey W. Ferguson
Title:	Managing Director

CARLYLE HOLDINGS III L.P.

By:	/s/ Jeffrey W. Ferguson
Name:	Jeffrey W. Ferguson
Title:	Managing Director

CARLYLE FINANCE SUBSIDIARY L.L.C.

By:	/s/ Jeffrey W. Ferguson
Name:	Jeffrey W. Ferguson
Title:	General Counsel

[Signature page to Third Amended and Restated Credit Agreement]

ADMINISTRATIVE AGENT

CITIBANK, N.A., as Administrative Agent

By:	/s/ Maureen Maroney
Name:	Maureen Maroney
Title:	Vice President

[Signature page to Third Amended and Restated Credit Agreement]

LENDERS

CITIBANK, N.A.

By:	/s/ Maureen Maroney
Name:	Maureen Maroney
Title:	Vice President

[Signature page to Third Amended and Restated Credit Agreement]

LENDERS

Wells Fargo Bank, National Association

By:	/s/ Nick Brokke
Name:	Nick Brokke
Title:	Executive Director

[Signature page to Third Amended and Restated Credit Agreement]

LENDERS

JPMorgan Chase Bank, N.A.

By:	/s/ Alevtina Dudyreva
Name:	Alevtina Dudyreva
Title:	Vice President

[Signature page to Third Amended and Restated Credit Agreement]

LENDERS

BANK OF AMERICA, N.A.

By:	/s/ Brooke (Yi) Wang
Name:	Brooke (Yi) Wang
Title:	VP

[Signature page to Third Amended and Restated Credit Agreement]

LENDERS

BARCLAYS BANK PLC

By:	/s/ Evan Moriarty
Name:	Evan Moriarty
Title:	Authorized Signatory

[Signature page to Third Amended and Restated Credit Agreement]

LENDERS

DEUTSCHE BANK AG NEW YORK BRANCH

By:	/s/ Ming K. Chu
Name:	Ming K. Chu
Title:	Director
By:	/s/ Marko Lukin
Name:	Marko Lukin
Title:	Vice President

[Signature page to Third Amended and Restated Credit Agreement]

LENDERS

HSBC Bank USA, N.A.

By:	/s/ Ryan Gabriele
Name:	Ryan Gabriele
Title:	Vice President

[Signature page to Third Amended and Restated Credit Agreement]

GOLDMAN SACHS BANK USA, as Lender

By:	/s/ Dan Starr
Name:	Dan Starr
Title:	Authorized Signatory

[Signature page to Third Amended and Restated Credit Agreement]

LENDERS

MORGAN STANLEY BANK, N.A.

By:	/s/ Michael King
Name:	Michael King
Title:	Authorized Signatory

[Signature page to Third Amended and Restated Credit Agreement]

LENDERS

SOCIÉTÉ GÉNÉRALE,

as a Lender

By:	/s/ Liza Shabetayev
Name:	Liza Shabetayev
Title:	Managing Director

[Signature page to Third Amended and Restated Credit Agreement]

LENDERS

UBS AG, STAMFORD BRANCH

By:	/s/ Joselin A Fernandes
Name:	Joselin A Fernandes
Title:	Director
By:	/s/ Massimo Ippolito
Name:	Massimo Ippolito
Title:	Associate Director

CG 2025.06.30 EXHIBIT 10.2 Exhibit 10.2

The Carlyle Group Inc. Amended and Restated

2012 Equity Incentive Plan

Form of Global Restricted Stock Unit Agreement

Participant:	Date of Grant:
Number of RSUs:

1.Grant of RSUs. The Carlyle Group Inc. (the “Company”) hereby grants the

number of restricted stock units (the “RSUs”) listed above to the Participant (the “Award”),

effective as of the Date of Grant set forth above, on the terms and conditions hereinafter set forth

in this agreement including any Appendix hereto, which includes any applicable country-specific

provisions (collectively, the “Award Agreement”). This grant is made pursuant to the terms of

The Carlyle Group Inc. Amended and Restated 2012 Equity Incentive Plan (as amended,

modified or supplemented from time to time, the “Plan”), which is incorporated herein by

reference and made a part of this Award Agreement. Each RSU represents the unfunded,

unsecured right of the Participant to receive a Share on the delivery date(s) specified in Section 4

hereof. Notwithstanding any other provision of this Award Agreement, in the event that the

Participant makes a timely deferral election with respect to the RSUs pursuant to the terms of a

deferral election form that may be made available to the Participant by the Company from time

to time, then the timing of delivery of Shares underlying Vested RSUs shall be governed by the

terms of such deferral election, rather than Section 4 hereof.

2.Definitions. Capitalized terms not otherwise defined herein shall have the same

meanings as in the Plan.

(a)“Cause” shall mean the determination by the Administrator in its sole

discretion that the Participant has (i) engaged in gross negligence or willful misconduct

in the performance of the Participant’s duties, (ii) willfully engaged in conduct that the

Participant knows or, based on facts known to the Participant, should know is materially

injurious to the Company or any of its Affiliates, (iii) breached any Restrictive Covenant

Agreement or any other restrictive covenant obligation owed by the Participant to the

Company or any of its Affiliates, including, but not limited to, any restrictions relating to

the Participant’s non-competition, non-solicitation, non-disparagement and/or non-

disclosure of confidential or proprietary information, (iv) engaged in fraud or other

conduct in bad faith that contributed to a financial restatement or irregularity, (v) been

convicted of, or entered a plea bargain or settlement admitting guilt for, fraud,

embezzlement, or any other felony under the laws of the United States or of any state or

the District of Columbia or any other country or any jurisdiction of any other country

(but specifically excluding felonies involving a traffic violation), (vi) been the subject of

any order, judicial or administrative, obtained or issued by the U.S. Securities and

Exchange Commission (“SEC”) or similar agency or tribunal of any country, for any

securities violation involving insider trading, fraud, misappropriation, dishonesty or

willful misconduct (including, for example, any such order consented to by the

Participant in which findings of facts or any legal conclusions establishing liability are

neither admitted nor denied), or (vii) discussed the Company’s (or its Affiliates’)

fundraising efforts, or the name of any fund vehicle that has not had a final closing of

commitments, to any reporter or representative of any press or other public media.

(b)“Detrimental Activity” shall mean any of the following: (i) a termination of the

Participant’s Service for Cause or the Participant engaging in any activity that would be

grounds to terminate the Participant’s Service for Cause (whether or not any termination

of the Participant’s Service occurs); or (ii) a breach of any Restrictive Covenant

Agreement or any other restrictive covenant obligation owed by the Participant to the

Company or any of its Affiliates, including, but not limited to, any restrictions relating to

the Participant’s non-competition, non-solicitation, non-disparagement and/or non-

disclosure of confidential or proprietary information.

Company and its Affiliates, the Participant’s death or Disability.

(d)“Restrictive Covenant Agreement” shall mean any agreement (including,

without limitation, this Award Agreement), and any attachments or schedules thereto,

entered into by and between the Participant and the Company or its Affiliates, pursuant to

which the Participant has agreed, among other things, to certain restrictions relating to

non-competition (if applicable), non-solicitation, non-disparagement and/or non-

disclosure of confidential or proprietary information, in order to protect the business of

the Company and its Affiliates.

(e) “Vested RSUs” shall mean those RSUs which have become vested pursuant to

Section 3 or otherwise pursuant to the Plan or this Award Agreement.

(f)“Vesting Date” shall mean the vesting date set forth in Section 4(a) hereof.

3.Vesting.

(a)Vesting – General. Subject to the Participant’s continued Services with the

Company and its Affiliates, the Award shall vest on the Vesting Date set forth in Section

4(a) hereof.

(b)Vesting – Death or Disability. Upon the occurrence of a Qualifying Event,

100% of the RSUs granted hereunder shall vest (to the extent not previously vested) upon

the date of such Qualifying Event.

(c)Vesting – Terminations. Except as otherwise set forth in Sections 3(b) or 5, in

the event the Participant’s Services with the Company and its Affiliates are terminated

for any reason, if the Award has not yet vested pursuant to Sections 3 or 5 hereof (or

otherwise pursuant to the Plan), the Award shall be canceled immediately and the

Participant shall automatically forfeit all rights with respect to the Award as of the date of

such termination. For purposes of this provision, the effective date of termination of the

Participant’s Services will be determined in accordance with Section 8(k) hereof.

4.Vesting and Delivery Date.

(a)Delivery – General. The Company shall, on or within 30 days following the

Vesting Date, deliver (or cause delivery to be made) to the Participant the Shares

underlying the RSUs that vest and become Vested RSUs on the Vesting Date. The

general vesting and delivery terms with respect to the RSUs are set forth in the table

below.

Vesting Date	Cumulative Vesting / Delivery

(b)Delivery – Death or Disability. Upon the occurrence of a Qualifying Event,

the Company shall, within 30 days following the date of such event, deliver (or cause

delivery of) Shares to the Participant in respect of 100% of the RSUs which vest and

become Vested RSUs on such date.

(c)Delivery – Terminations. Except as otherwise set forth in Sections 4(b) or

4(d), in the event the Participant’s Services with the Company and its Affiliates are

terminated for any reason, the Company shall within 30 days following the date of such

termination, deliver (or cause delivery of) Shares to the Participant in respect of any then

outstanding Vested RSUs.

(d)Forfeiture; Clawback. It is a condition of being granted the RSUs hereunder

and receiving the underlying Shares upon satisfaction of the vesting conditions set forth

herein that the Participant not engage in any Detrimental Activity. Notwithstanding

anything to the contrary herein, if the Administrator determines in its sole discretion that

the Participant has engaged in Detrimental Activity (i) all outstanding RSUs (whether or

not vested) shall immediately terminate and be forfeited without consideration upon the

date of such determination and no further Shares with respect of the Award shall be

delivered to the Participant or to the Participant’s legal representative, beneficiaries or

heirs, (ii) to the extent permitted under applicable law, any Shares that have previously

been delivered to the Participant or the Participant’s legal representative, beneficiaries or

heirs pursuant to the Award and which are still held by the Participant or the Participant’s

legal representative, or beneficiaries or heirs as of the date of such determination by the

Administrator shall also immediately terminate and be forfeited without consideration

and (iii) the Administrator may require that the Participant forfeit any proceeds realized

within the one (1) year period preceding the date of such determination on the disposition

of any Shares received in settlement of the Award, and repay such proceeds to the

Company within thirty (30) days following the Company’s demand therefor. Without

limiting the foregoing, the Award and all Shares issued in respect thereof shall be subject

to reduction, cancellation, forfeiture or recoupment to the extent necessary to comply

with applicable law and/or the Company’s clawback and recoupment policies as in effect

from time to time.

5.Change in Control. Notwithstanding anything to the contrary herein, in the event

of the Participant’s involuntary termination of Service by the Company without Cause that

occurs within twelve (12) months following a Change in Control, 100% of the RSUs granted

hereunder which then remain outstanding shall vest (to the extent not previously vested) upon the

date of such termination of Service and the Shares underlying such Vested RSUs shall be

delivered in accordance with Section 4(c), subject to any required delay pursuant to Section 17 of

the Plan.

6.No Dividends or Distributions on RSUs. No dividends or other distributions shall

accrue or become payable with respect to any RSUs prior to the date upon which the Shares

underlying the RSUs are issued or transferred to the Participant.

7.Adjustments Upon Certain Events. The Administrator shall make certain

substitutions or adjustments to any RSUs subject to this Award Agreement pursuant to Section 9

of the Plan.

8.Nature of Grant. In accepting the grant, the Participant acknowledges,

understands, and agrees that:

(a)the Plan is established voluntarily by the Company, it is discretionary in nature

and it may be modified, amended, suspended or terminated by the Company, at any time,

to the extent permitted by the Plan;

(b)the grant of the RSUs is exceptional, voluntary and occasional and does not

create any contractual or other right to receive future grants of RSUs, or benefits in lieu

of RSUs, even if RSUs have been granted in the past;

sole discretion of the Company;

(d) the granting of the RSUs evidenced by this Award Agreement shall impose no

obligation on the Company or any Affiliate to continue the Services of the Participant

and shall not lessen or affect the Company’s or its Affiliate’s right to terminate the

Services of such Participant;

(e) the Participant is voluntarily participating in the Plan;

(f) the RSUs and the Shares subject to the RSUs, and the income from and value

of same, are not intended to replace any pension rights or compensation;

(g)the RSUs and the Shares subject to the RSUs, and the income from and value

of same, are not part of normal or expected compensation for purposes of calculating any

severance, resignation, termination, redundancy, dismissal, end-of-service payments,

holiday pay, bonuses, long-service awards, pension or retirement or welfare benefits or

similar payments;

(h)the RSUs should in no event be considered as compensation for, or relating in

any way to, past services for the Company or any Affiliate or predecessor;

(i)unless otherwise agreed with the Company, the RSUs and the Shares subject to

the RSUs, and the income from and value of same, are not granted as consideration for,

or in connection with, the Services Participant may provide as a director of an Affiliate;

(j)the future value of the underlying Shares is unknown, indeterminable and

cannot be predicted with certainty;

(k)in the event of termination of the Participant’s Services for any reason, except

as set forth in Sections 3(b), 4(b) or 5, unless otherwise determined by the Company, the

Participant’s right to vest in the RSUs under the Plan, if any, will terminate effective as

of the date that the Participant is no longer actively providing Services and the

Administrator shall have the exclusive discretion to determine when the Participant is no

longer actively providing Services for purposes of the RSU grant; and

(l) in addition to the provisions above in this Section 8, the following provisions

apply if the Participant is providing Services outside the United States:

(i) the RSUs and the Shares subject to the RSUs are not part of normal

or expected compensation or salary for any purpose; and

(ii) neither the Company nor any Affiliate shall be liable for any

foreign exchange rate fluctuation between the Participant’s local currency and the

United States Dollar that may affect the value of the RSUs or of any amounts due

to the Participant pursuant to the settlement of the RSUs or the subsequent sale of

any Shares acquired upon settlement.

9.No Advice Regarding Grant. The Company is not providing any tax, legal or

financial advice, nor is the Company making any recommendations regarding the Participant’s

participation in the Plan, or the Participant’s acquisition or sale of the underlying Shares. The

Participant should consult with his or her own personal tax, legal and financial advisors

regarding his or her participation in the Plan before taking any action related to the Plan.

10.Data Privacy Information and Consent. The Company is located at 1001

Pennsylvania Avenue, NW, Washington, DC 20004 U.S.A. and grants RSUs to Plan

Participants, at the Company’s sole discretion. If the Participant would like to participate in

the Plan, please review the following information about the Company’s data processing

practices and declare the Participant’s consent.

(a)Data Collection and Usage: The Company collects, processes and uses

personal data of Participants, including name, home address and telephone number,

date of birth, social insurance number or other identification number, salary or other

compensation, citizenship, job title, any Shares or directorships held in the Company,

and details of all RSUs, canceled, vested, or outstanding in the Participant’s favor,

which the Company receives from the Participant. If the Company offers the

Participant a grant of RSUs under the Plan, then the Company will collect the

Participant’s personal data for purposes of allocating Shares and implementing,

administering and managing the Plan. The Company’s legal basis for the processing

of the Participant’s personal data would be his or her consent.

(b)Stock Plan Administration Service Providers: The Company transfers

participant data to Morgan Stanley, an independent service provider based in the

United States, which assists the Company with the implementation, administration and

management of the Plan. In the future, the Company may select a different service

provider and share the Participant’s data with another company that serves in a

similar manner. The Company’s service provider will open an account for the

Participant to receive and trade Shares. The Participant will be asked to agree on

separate terms and data processing practices with the service provider, which is a

condition to the Participant’s ability to participate in the Plan.

based in the United States. If the Participant is outside the United States, the

Participant should note that his or her country has enacted data privacy laws that are

different from the United States. The Company’s legal basis for the transfer of the

Participant’s personal data is his or her consent.

(d) Data Retention: The Company will use the Participant’s personal data only

as long as is necessary to implement, administer and manage the Participant’s

participation in the Plan or as required to comply with legal or regulatory obligations,

including under tax and security laws.

(e)Voluntariness and Consequences of Consent Denial or Withdrawal: The

Participant’s participation in the Plan and the Participant’s grant of consent is purely

voluntary. The Participant may deny or withdraw his or her consent at any time. If

the Participant does not consent, or if the Participant withdraws his or her consent, the

Participant cannot participate in the Plan. This would not affect the Participant’s

compensation as a service provider; the Participant would merely forfeit the

opportunities associated with the Plan.

(f)Data Subject Rights: The Participant has a number of rights under data

privacy laws in his or her country. Depending on where the Participant is based, the

Participant’s rights may include the right to (i) request access or copies of personal

data of the Company processes, (ii) rectification of incorrect data, (iii) deletion of data,

(iv) restrictions on processing, (v) portability of data, (vi) lodge complaints with

competent authorities in the Participant’s country, and/or (vii) a list with the names

and address of any potential recipients of the Participant’s data. To receive

clarification regarding the Participant’s rights or to exercise the Participant’s rights

please contact the Company at The Carlyle Group Inc., 1001 Pennsylvania Avenue,

NW, Washington, DC 20004 U.S.A., Attention: Equity Management.

If the Participant agrees with the data processing practices as described in this notice, please

declare the Participant’s consent by clicking the “Accept Award” button on the Morgan

Stanley award acceptance page or signing below.

11.No Rights of a Holder of Shares. Except as otherwise provided herein, the

Participant shall not have any rights as a holder of Shares until such Shares have been issued or

transferred to the Participant.

12.Restrictions. Any Shares issued or transferred to the Participant or to the

Participant’s beneficiary pursuant to Section 4 of this Award Agreement (including, without

limitation, following the Participant’s death or Disability) shall be subject to such stop transfer

orders and other restrictions as the Administrator may deem advisable under the Plan or the

rules, regulations, and other requirements of the SEC, any stock exchange upon which such

Shares are listed and any applicable U.S. or non-U.S. federal, state or local laws, and the

Administrator may cause a notation or notations to be put entered into the books and records of

the Company to make appropriate reference to such restrictions. Without limiting the generality

of the forgoing, a Participant’s ability to sell or transfer the Shares shall be subject to such

trading policies or limitations as the Administrator may, in its sole discretion, impose from time

to time on current or former senior professionals, employees, consultants, directors, members,

partners or other service providers of the Company or of any of its Affiliates.

13.Transferability. Unless otherwise determined or approved by the Administrator,

no RSUs may be assigned, alienated, pledged, attached, sold or otherwise transferred or

encumbered by the Participant other than by will or by the laws of descent and distribution, and

any purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance not

permitted by this Section 13 shall be void and unenforceable against the Company or any

Affiliate.

14.Notices. All notices, requests, claims, demands and other communications

hereunder shall be in writing and shall be given (and shall be deemed to have been duly given

upon receipt) by delivery in person, by courier service, by fax, or by registered or certified mail

(postage prepaid, return receipt requested) to the respective parties at the following addresses (or

at such other address for a party as shall be specified in a notice given in accordance with this

Section 14):

(a) If to the Company, to:

The Carlyle Group Inc.

1001 Pennsylvania Avenue, NW

Washington, DC 20004

Attention: General Counsel

Fax: (202) 315-3678

(b) If to the Participant, to the address appearing in the personnel

records of the Company or any Affiliate.

15.Withholding. The Participant acknowledges that he or she may be required to

pay to the Company, and that the Company shall have the right and is hereby authorized to

withhold from any compensation or other amount owing to the Participant, applicable income

tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related

items (including taxes that are imposed on the Company as a result of the Participant’s

participation in the Plan but are deemed by the Company to be an appropriate charge to the

Participant) (collectively, “Tax-Related Items”), with respect to any issuance, transfer, or other

taxable event under this Award Agreement or under the Plan and to take such action as may be

necessary in the opinion of the Company to satisfy all obligations for the payment of such Tax-

Related Items. The Participant further acknowledges that the Company (i) makes no

representations or undertakings regarding the treatment of any Tax-Related Items in connection

with any aspect of the RSUs, including, but not limited to the grant or vesting of the RSUs and

the subsequent sale of Shares acquired upon settlement of the Vested RSUs; and (ii) does not

commit to and is under no obligation to structure the terms of the grant or any aspect of the RSUs

to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve a particular tax

result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction,

the Participant acknowledges that the Company may be required to withhold or account for Tax-

Related Items in more than one jurisdiction. Without limiting the foregoing, the Administrator

may, from time to time, permit the Participant to make arrangements prior to the Vesting Date

described herein to pay the applicable Tax-Related Items in a manner prescribed by the

Administrator prior to the Vesting Date; provided that, unless otherwise determined by the

Administrator, any such payment or estimate must be received by the Company prior to the

Vesting Date. Additionally, the Participant authorizes the Company to satisfy the obligations

with regard to all Tax-Related Items by one or a combination of the following methods: (i)

withholding from proceeds of the sale of Shares acquired upon settlement of the Vested RSUs

either through a voluntary sale or through a mandatory sale arranged by the Company (on the

Participant’s behalf pursuant to this authorization); (ii) using a net settlement method whereby

the number of Shares that would otherwise be delivered to the Participant upon the settlement of

Vested RSUs shall be reduced by a number of Shares having a fair market value necessary to

satisfy such obligations; or (iii) any other method determined by the Company to be in

compliance with applicable law. Depending on the withholding method, the Company may

withhold or account for the Tax-Related Items by considering minimum statutory withholding

amounts or other applicable withholding rates in the Participant’s jurisdiction(s), including

maximum applicable rates. In the event of overwithholding, the Participant may receive a refund

of any over-withheld amount in cash through the Company’s normal payroll process (with no

entitlement to the equivalent in Shares), or if not refunded, the Participant may seek a refund

from the applicable tax authorities. In the event of under-withholding, the Participant may be

required to pay additional Tax-Related Items directly to the applicable tax authorities or to the

Company. The Participant acknowledges that, regardless of any action taken by the Company, or

any Affiliate the ultimate liability for all Tax-Related Items is and remains the Participant’s

responsibility and may exceed the amount, if any, actually withheld by the Company. The

Company may refuse to issue or deliver the Shares or the proceeds from the sale of Shares, if the

Participant fails to comply with his or her obligations in connection with the Tax-Related Items.

16.Choice of Law; Venue. The interpretation, performance and enforcement of this

Award Agreement shall be governed by the law of the State of New York without regard to its

conflict of law provisions. Any and all disputes, controversies or issues arising out of,

concerning or relating to this Award, this Award Agreement or the relationship between the

parties evidenced by the Award Agreement, including, without limitation, disputes, controversies

or issues arising out of, concerning or relating to the construction, interpretation, breach or

enforcement of this Award Agreement, shall be brought exclusively in the courts in the State of

New York, City and County of New York, including the Federal Courts located therein (should

Federal jurisdiction exist). Each of the parties hereby expressly represents and agrees that it/he/

she is subject to the personal jurisdiction of said courts, irrevocably consents to the personal

jurisdiction of such courts; and waives to the fullest extent permitted by law any objection which

it/he/she may now or hereafter have that the laying of the venue of any legal lawsuit or

proceeding related to such dispute, controversy or issue that is brought in any such court is

improper or that such lawsuit or proceeding has been brought in an inconvenient forum.

17.WAIVER OF RIGHT TO JURY TRIAL. AS SPECIFICALLY BARGAINED

FOR INDUCEMENT FOR EACH OF THE PARTIES HERETO TO ENTER INTO THIS

AWARD AGREEMENT (AFTER HAVING THE OPPORTUNITY TO CONSULT WITH

COUNSEL OF ITS/HIS/HER CHOICE), EACH PARTY EXPRESSLY WAIVES THE RIGHT

TO TRIAL BY JURY IN ANY LAWSUIT OR PROCEEDING ARISING OUT OF,

CONCERNING OR RELATING TO THIS AWARD, THIS AWARD AGREEMENT, THE

RELATIONSHIP BETWEEN THE PARTIES EVIDENCED BY THIS AWARD

AGREEMENT AND/OR THE MATTERS CONTEMPLATED THEREBY.

18.Subject to Plan. By entering into this Award Agreement, the Participant agrees

and acknowledges that the Participant has received and read a copy of the Plan. All RSUs and

Shares issued or transferred with respect thereof are subject to the Plan. In the event of a conflict

between any term or provision contained herein and a term or provision of the Plan, the

applicable terms and provisions of the Plan will govern and prevail.

19.Entire Agreement. This Award Agreement contains the entire understanding

between the parties with respect to the RSUs granted hereunder (including, without limitation,

the vesting and delivery schedules and other terms described herein and in each Appendix

attached hereto), and hereby replaces and supersedes any prior communication and arrangements

between the Participant and the Company or any of its Affiliates with respect to the matters set

forth herein and any other pre-existing economic or other arrangements between the Participant

and the Company or any of its Affiliates, unless otherwise explicitly provided for in any other

agreement that the Participant has entered into with the Company or any of its Affiliates and that

is set forth on Schedule A hereto. Unless set forth on Schedule A hereto, no such other

agreement entered into prior to the Date of Grant shall have any effect on the terms of this

Award Agreement.

20.Modifications. Notwithstanding any provision of this Award Agreement to the

contrary, the Company reserves the right to modify the terms and conditions of this Award

Agreement, including, without limitation, the timing or circumstances of the issuance or transfer

of Shares to the Participant hereunder, to the extent such modification is determined by the

Company to be necessary to comply with applicable law or preserve the intended deferral of

income recognition with respect to the RSUs until the issuance or transfer of Shares hereunder.

21.Signature in Counterparts; Electronic Acceptance. This Award Agreement may

be signed in counterparts, each of which shall be an original, with the same effect as if the

signatures thereto and hereto were upon the same instrument. Alternatively, this Award

Agreement may be granted to and accepted by the Participant electronically (including, without

limitation, via DocuSign or through the Morgan Stanley website).

22.Electronic Delivery. The Company may, in its sole discretion, decide to deliver

any documents related to current or future participation in the Plan by electronic means. The

Participant hereby consents to receive such documents by electronic delivery and agrees to

participate in the Plan through an on-line or electronic system established and maintained by the

Company or a third party designated by the Company.

23.Compliance with Law. Notwithstanding any other provision of this Award

Agreement, unless there is an available exemption from any registration, qualification or other

legal requirement applicable to the Shares, the Company shall not be required to deliver any

Shares issuable upon settlement of the RSUs prior to the completion of any registration or

qualification of the Shares under any local, state, federal or foreign securities or exchange control

law or under rulings or regulations of the SEC or of any other governmental regulatory body, or

prior to obtaining any approval or other clearance from any local, state, federal or foreign

governmental agency, which registration, qualification or approval the Company shall, in its

absolute discretion, deem necessary or advisable. The Participant understands that the Company

is under no obligation to register or qualify the Shares with the SEC or any state or foreign

securities commission or to seek approval or clearance from any governmental authority for the

issuance or sale of the Shares. Further, the Participant agrees that the Company shall have

unilateral authority to amend the Plan and the Award Agreement without the Participant’s

consent to the extent necessary to comply with securities or other laws applicable to issuance of

Shares.

24.Language. The Participant acknowledges that he or she is sufficiently proficient

in English, or has consulted with an advisor who is sufficiently proficient in English, so as to

allow the Participant to understand the terms and conditions of this Award Agreement.

Furthermore, if the Participant has received this Award Agreement or any other document related

to the Plan translated into a language other than English and if the meaning of the translated

version is different than the English version, the English version will control, unless otherwise

required by applicable law.

25.Severability. The provisions of this Award Agreement are severable and if any

one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in

part, the remaining provisions shall nevertheless be binding and enforceable.

26.Appendix. Notwithstanding any provisions in this Award Agreement, the RSUs

grant shall be subject to any additional terms and conditions set forth in each Appendix to this

Award Agreement for the Participant’s country. Moreover, if the Participant relocates to another

country, any additional terms and conditions for such country will apply to the Participant, to the

extent the Company determines that the application of such terms and conditions is necessary or

advisable for legal or administrative reasons. Each Appendix hereto constitutes part of this

Award Agreement.

27.Imposition of Other Requirements. The Company reserves the right to impose

other requirements on the Participant’s participation in the Plan, on the RSUs and on any Shares

acquired under the Plan, to the extent the Company determines it is necessary or advisable for

legal or administrative reasons, and to require the Participant to sign any additional agreements

or undertakings that may be necessary to accomplish the foregoing.

28.Waiver. The Participant acknowledges that a waiver by the Company of breach

of any provision of this Award Agreement shall not operate or be construed as a waiver of any

other provision of this Award Agreement, or of any subsequent breach by the Participant or any

other participant.

29.Insider Trading Restrictions/Market Abuse Laws. The Participant acknowledges

that, depending on his or her country of residence, or broker’s country of residence, or where the

Shares are listed, Participant may be subject to insider trading restrictions and/or market abuse

laws, which may affect the Participant’s ability to directly or indirectly, accept, acquire, sell, or

attempt to sell or otherwise dispose of Shares or rights to Shares (e.g., RSUs) under the Plan

during such times as Participant is considered to have “inside information” regarding the

Company (as defined by the laws or regulations in applicable jurisdictions or Participant’s

country). Local insider trading laws and regulations may prohibit the cancellation or

amendment of orders placed by the Participant before possessing inside information.

Furthermore, the Participant understands that he or she may be prohibited from (i) disclosing the

inside information to any third party, including employees, consultants, directors, members,

partners or other service providers of the Company or any of its Affiliates (other than on a “need

to know” basis) and (ii) “tipping” third parties or causing them to otherwise buy or sell securities.

Any restrictions under these laws or regulations are separate from and in addition to any

restrictions that may be imposed under any applicable Company insider trading policy. The

Participant acknowledges that it is his or her responsibility to comply with any applicable

restrictions, and the Participant should speak to his or her personal advisor on this matter.

30.Foreign Asset/Account Reporting. The Participant’s country of residence may

have certain foreign asset and/or account reporting requirements which may affect his or her

ability to acquire or hold RSUs under the Plan or cash received from participating in the Plan

(including sales proceeds arising from the sale of Shares) in a brokerage or bank account outside

the Participant’s country. The Participant may be required to report such amounts, assets or

transactions to the tax or other authorities in his or her country. The Participant also may be

required to repatriate sale proceeds or other funds received as a result of participation in the Plan

to the Participant’s country through a designated broker or bank within a certain time after

receipt. The Participant is responsible for ensuring compliance with such regulations and should

speak with his or her personal legal advisor regarding this matter.

[Signature Page Follows]

1If this Award Agreement is delivered to the Participant electronically, the Participant’s electronic acceptance of

the Award Agreement (pursuant to instructions separately communicated to the Participant) shall constitute

acceptance of the Award Agreement and shall be binding on the Participant and the Company in lieu of any

required signatures to this Award Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Award Agreement.1

The Carlyle Group Inc.

By:_______________________

Name:

Title:

PARTICIPANT

_____________________________

[__]

CG 2025.06.30 EXHIBIT 10.3 Exhibit 10.3

The Carlyle Group Inc. Amended and Restated

2012 Equity Incentive Plan

Form of Global Restricted Stock Unit Agreement

(Fully Vested RSUs in Lieu of Cash Portion of Retainer)

Participant:	Date of Grant:
Number of RSUs:	Date of Election: