exv10w6






Exhibit 10.6



 

 



FORM OF REGISTRATION RIGHTS AGREEMENT




OF



THE CARLYLE GROUP L.P.



Dated as of _________, 2012






 

 






 










 








Table of Contents




	 	 	 	 	 
	 	 	Page	 
	ARTICLE I

	DEFINITIONS AND OTHER MATTERS

	 
	 	 	 	 
	Section 1.1
	Definitions	 	1	 
	Section 1.2 
	Definitions Generally	 	4	 
	 
	 	 	 	 
	ARTICLE II

	REGISTRATION RIGHTS

	 
	 	 	 	 
	Section 2.1. 
	Exchange Registration	 	4	 
	Section 2.2. 
	Demand Registration	 	5	 
	Section 2.3. 
	Piggyback Registration	 	6	 
	Section 2.4. 
	Lock-Up Agreements	 	8	 
	Section 2.5. 
	Registration Procedures	 	8	 
	Section 2.6. 
	Indemnification by the Partnership	 	12	 
	Section 2.7. 
	Indemnification by Registering Covered Persons	 	12	 
	Section 2.8. 
	Conduct of Indemnification Proceedings	 	13	 
	Section 2.9. 
	Contribution	 	14	 
	Section 2.10. 
	Participation in Public Offering	 	14	 
	Section 2.11. 
	Other Indemnification	 	14	 
	Section 2.12. 
	Cooperation by the Partnership	 	15	 
	Section 2.13. 
	Parties in Interest	 	15	 
	Section 2.14. 
	Acknowledgement Regarding the Partnership	 	15	 
	 
	 	 	 	 
	ARTICLE III

	MISCELLANEOUS

	 
	 	 	 	 
	Section 3.1. 
	Term of the Agreement; Termination of Certain Provisions; Amendment	 	15	 
	Section 3.2. 
	Governing Law	 	16	 
	Section 3.3. 
	Dispute Resolution	 	16	 
	Section 3.4. 
	Notices	 	17	 
	Section 3.5. 
	Severability	 	18	 
	Section 3.6. 
	Specific Performance	 	18	 
	Section 3.7. 
	Assignment; Successors	 	18	 
	Section 3.8. 
	No Third-Party Rights	 	19	 
	Section 3.9. 
	Section Headings	 	19	 
	Section 3.10. 
	Execution in Counterparts	 	19	 
	 
	 	 	 	 
	Appendix A
	Covered Person Questionnaire	 	 	 











i









 








REGISTRATION RIGHTS AGREEMENT




          This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made and entered into as of
_______, 2012, by and among The Carlyle Group L.P., a Delaware limited partnership (together with
any successors thereto, the “Partnership”), TCG Carlyle Global Partners L.L.C., a Delaware
limited liability company (together with any successor thereto, “TCG Partners”), and the
Covered Persons (defined below) from time to time party hereto.




          WHEREAS, the Covered Persons are holders of Carlyle Holdings Partnership Units (defined
below), which, subject to certain restrictions and requirements, will be exchangeable at the option
of the holder thereof for the Partnership’s common units representing limited partner interests
(the “Common Units”); and




          WHEREAS, the Partnership desires to provide the Covered Persons with registration rights with
respect to Common Units underlying their Carlyle Holdings Partnership Units and any other Common
Units they may otherwise hold from time to time.




          NOW, THEREFORE, in consideration of the premises and of the mutual agreements, covenants and
provisions herein contained, the parties hereto agree as follows:




ARTICLE I

DEFINITIONS AND OTHER MATTERS




     Section 1.1 Definitions. Capitalized terms used in this Agreement without other
definition shall, unless expressly stated otherwise, have the meanings specified in this Section
1.1:



     “Agreement” has the meaning ascribed to such term in the preamble.



     “Beneficial owner” has the meaning set forth in Rule 13d-3 under the Exchange Act.



     “Board” means the Board of Directors of the General Partner.



     “Carlyle Holdings Partnerships” has the meaning ascribed to such term in the Exchange
Agreement.



     “Carlyle Holdings Partnership Unit” has the meaning ascribed to such term in the
Exchange Agreement.



     “Carlyle Holdings Partnership Agreements” has the meaning ascribed to such term in the
Exchange Agreement.



     “Common Units” has the meaning ascribed to such term in the preamble.



     “Covered Carlyle Holdings Partnership Units” means, with respect to a Covered Person,
such Covered Person’s Carlyle Holdings Partnership Units.



 









 





2


     “Covered Person” means those persons, other than the Partnership, who shall from time
to time be parties to this Agreement in accordance with the terms hereof (including Permitted
Transferees).



     “Demand Notice” has the meaning ascribed to such term in Section 2.2(a).



     “Demand Registration” has the meaning ascribed to such term in Section 2.2(a).



     “Dispute” has the meaning ascribed to such term in Section 3.3(a).



     “Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, and the
rules and regulations promulgated thereunder.



     “Exchange Agreement” means the exchange agreement dated as of or about the date hereof
among the Partnership, Carlyle Holdings I GP Inc., Carlyle Holdings I GP Sub L.L.C., Carlyle
Holdings II GP L.L.C., Carlyle Holdings III GP L.P., Carlyle Holdings III GP Sub L.L.C., the
Carlyle Holdings Partnerships, Carlyle Holdings II Sub L.L.C., and the Limited Partners of the
Carlyle Holdings Partnerships, as amended from time to time.



     “Exchange Registration” has the meaning ascribed to such term in Section 2.1(a).



     “FINRA” means the Financial Industry Regulatory Authority, Inc.



     “General Partner” means Carlyle Group Management L.L.C., a Delaware limited liability
company and the general partner of the Partnership, and any successor general partner thereof.



     “Governmental Authority” means any national, local or foreign (including U.S. federal,
state or local) or supranational (including European Union) governmental, judicial, administrative
or regulatory (including self-regulatory) agency, commission, department, board, bureau, entity or
authority of competent jurisdiction.



     “Indemnified Parties” has the meaning ascribed to such term in Section 2.6.



     “IPO” has the meaning ascribed to such term in Section 2.4.



     “Lock-Up Period” has the meaning ascribed to such term in Section 2.4.



     “Other Registration Rights” means registration rights granted to holders of
Partnership securities other than pursuant to this Agreement.



     “Partnership” has the meaning ascribed to such term in the preamble.



     “Permitted Transferee” means any transferee of a Carlyle Holdings Partnership Unit
after the date hereof the transfer of which was permitted by the Carlyle Holdings Partnership
Agreements.



     “Public Offering” means an underwritten public offering pursuant to an effective
registration statement under the Securities Act, other than pursuant to a registration statement on
Form S-4 or Form S-8 or any similar or successor form.



 









 





3



     “Registering Covered Person” has the meaning ascribed to such term in Section 2.5(a).



     “Registrable Securities” means Common Units that may be delivered in exchange for
Carlyle Holdings Partnership Units or otherwise held by Covered Persons from time to time. For
purposes of this Agreement, Registrable Securities shall cease to be Registrable Securities when
(i) a Registration Statement covering resales of such Registrable Securities has been declared
effective under the Securities Act by the SEC and such Registrable Securities have been disposed of
pursuant to such effective Registration Statement, (ii) such Registrable Securities are eligible to
be sold by the Covered Person owning such Registrable Securities (including Registrable Securities
deliverable to a Covered Person under an effective Exchange Registration) pursuant to Rule
144(b)(1) under the Securities Act or, in the case of Registrable Securities that are not
“restricted securities” under Rule 144 under the Securities Act, pursuant to Section 4(1) of the
Securities Act (or, in each case, any successor provision then in effect) or (iii) such Registrable
Securities cease to be outstanding (or issuable upon exchange).



     “Registration Expenses” means any and all expenses incident to the performance of or
compliance with any registration or marketing of securities, including all (i) SEC and securities
exchange registration and filing fees, and all other fees and expenses payable in connection with
the listing of securities on any securities exchange or automated interdealer quotation system,
(ii) fees and expenses of compliance with any securities or “blue sky” laws (including reasonable
fees and disbursements of counsel in connection with “blue sky” qualifications of the securities
registered), (iii) expenses in connection with the preparation, printing, mailing and delivery of
any registration statements, prospectuses and other documents in connection therewith and any
amendments or supplements thereto, (iv) security engraving and printing expenses, (v) internal
expenses of the General Partner, the Partnership and the Carlyle Holdings Partnerships (including,
without limitation, all salaries and expenses of the officers and employees of the General Partner,
the Partnership or the Carlyle Holdings Partnerships performing legal or accounting duties), (vi)
reasonable fees and disbursements of counsel for the General Partner, the Partnership or the
Carlyle Holdings Partnerships and customary fees and expenses for independent certified public
accountants retained by the General Partner, the Partnership or the Carlyle Holdings Partnerships
(including the expenses relating to any comfort letters or costs associated with the delivery by
independent certified public accountants of any comfort letters requested pursuant to Section
2.5(i)), (vii) reasonable fees and expenses of any special experts retained by the General Partner,
the Partnership or the Carlyle Holdings Partnerships in connection with such registration, (viii)
in connection with a registration pursuant to Sections 2.2 or 2.3, reasonable fees of not more than
one counsel for all of the Covered Persons participating in the offering selected by TCG Partners,
(ix) fees and expenses in connection with any review by FINRA of the underwriting arrangements or
other terms of the offering, and all fees and expenses of any “qualified independent underwriter,”
including the fees and expenses of any counsel thereto, (x) fees and disbursements of underwriters
customarily paid by issuers or sellers of securities, but excluding any underwriting fees,
discounts and commissions attributable to the sale of Registrable Securities, (xi) costs of
printing and producing any agreements among underwriters, underwriting agreements, any “blue sky”
or legal investment memoranda and any selling agreements and other documents in connection with the
offering, sale or delivery of the Registrable Securities, (xii) transfer agents’ and registrars’
fees and expenses and the fees and expenses of any other agent or trustee appointed in connection
with such offering, (xiii) expenses relating to any analyst or investor presentations or any “road
shows” undertaken in connection



 









 





4


with the registration, marketing or selling of the Registrable Securities and (xiv) all
out-of-pocket costs and expenses incurred by the General Partner, the Partnership, the Carlyle
Holdings Partnerships or their appropriate officers in connection with their compliance with
Section 2.5(m).




     “SEC” means the Securities and Exchange Commission.



     “Securities Act” means the U.S. Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder.



     “Suspension Period” has the meaning ascribed to such term in Section 2.5(k).



     “TCG Partners” has the meaning ascribed to such term in the preamble.



     Section 1.2 Definitions Generally. Wherever required by the context of this
Agreement, the singular shall include the plural and vice versa, and the masculine gender shall
include the feminine and neuter genders and vice versa, and references to any agreement, document
or instrument shall be deemed to refer to such agreement, document or instrument as amended,
supplemented or modified from time to time. When used herein:



          (a) the word “or” is not exclusive;




          (b) the words “including,” “includes,” “included” and “include” are deemed to be
followed by the words “without limitation”;




          (c) the terms “herein,” “hereof” and “hereunder” and other words of similar import
refer to this Agreement as a whole and not to any particular section, paragraph or
subdivision;




          (d) the word “person” means any individual, corporation, limited liability company,
trust, joint venture, association, company, partnership or other legal entity or a
government or any department or agency thereof or self-regulatory organization; and




          (e) all section, paragraph or clause references not attributed to a particular document
shall be references to such parts of this Agreement, and all exhibit, annex and schedule
references not attributed to a particular document shall be references to such exhibits,
annexes and schedules to this Agreement.




ARTICLE II

REGISTRATION RIGHTS




     Section 2.1. Exchange Registration. (a) The Partnership shall use its
commercially reasonable efforts to file with the SEC, prior to the time that Carlyle Holdings
Partnership Units held by Covered Persons become available for exchange for Common Units pursuant
to the terms of the Carlyle Holdings Partnership Agreements and the Exchange Agreement and cause to be declared effective under the
Securities Act by the SEC promptly thereafter, one or more registration statements (the
“Exchange Registration”) covering (i) the delivery by the Partnership or its subsidiaries,
from time to time, to the Covered Persons of Common Units registered under



 









 






5


the Securities Act in exchange for such Carlyle Holdings Partnership Units or (ii) if the Partnership determines that the
registration provided for in clause (i) is not available for any reason, the registration of resale
of such Common Units by the Covered Persons.



     (b) The Partnership shall be liable for and pay all Registration Expenses in connection with
any Exchange Registration, regardless of whether such registration is effected.



     (c) Upon notice to each Covered Person participating in any Exchange Registration, the
Partnership may postpone effecting a registration pursuant to this Section 2.1 for a reasonable
time specified in the notice but not exceeding 120 days in the aggregate (which period may not be
extended or renewed), if (i) the General Partner shall determine in good faith that effecting the
registration would materially and adversely affect an offering of securities of the Partnership the
preparation of which had then been commenced or (ii) the Partnership is in possession of material
non-public information the disclosure of which during the period specified in such notice the
General Partner believes in good faith would not be in the best interests of the Partnership.



     Section 2.2. Demand Registration (a). If at any time the Partnership shall receive
a written request (a “Demand Notice”) from TCG Partners that the Partnership effect the
registration under the Securities Act of all or any portion of the Registrable Securities specified
in the Demand Notice (a “Demand Registration”), specifying the information set forth under
Section 2.5(j), then the Partnership shall use its commercially reasonable efforts to effect, as
expeditiously as reasonably practicable, subject to paragraphs (c) and (d) of this Section 2.2, the
registration under the Securities Act of the Registrable Securities for which TCG Partners has
requested registration under this Section 2.2, all to the extent necessary to permit the
disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable
Securities so to be registered.



     (b) At any time prior to the effective date of the registration statement relating to such
registration, TCG Partners may revoke such Demand Registration request by providing a notice to the
Partnership revoking such request. The Partnership shall be liable for and pay all Registration
Expenses in connection with any Demand Registration.



     (c) If the sole or managing underwriter of a Demand Registration advises the Partnership and
TCG Partners that in its opinion the number of Registrable Securities and other securities
requested to be included exceeds the largest number of Registrable Securities and other securities
which can be sold in such offering without adversely affecting the distribution of the securities
being offered, the price that will be paid in such offering or the marketability thereof (the
“Maximum Offering Size”), the Partnership shall include in such registration, in the
priority listed below, up to the Maximum Offering Size:



          (i) first, all Registrable Securities requested to be registered in the Demand
Registration by TCG Partners (allocated, if necessary for the offering not to exceed the
Maximum Offering Size, in such proportions as shall be determined by TCG Partners);




          (ii) second, any securities proposed to be registered by the Partnership for its own
account and any securities entitled to Other Registration Rights requested to be




 









 





6



registered by the holders thereof, ratably among the Partnership and the holders of such Other
Registration Rights, based (A) as between the Partnership and the holders of such Other
Registration Rights, on the respective amounts of securities requested to be registered, and
(B) as among the holders of such Other Registration Rights, on the respective amounts of
securities subject to such Other Registration Rights held by each such holder.




     (d) Upon notice to TCG Partners, the Partnership may postpone effecting a registration
pursuant to this Section 2.2 for a reasonable time specified in the notice but not exceeding 120
days in the aggregate (which period may not be extended or renewed), if (i) the General Partner
shall determine in good faith that effecting the registration would materially and adversely affect
an offering of securities of the Partnership the preparation of which had then been commenced or
(ii) the Partnership is in possession of material non-public information the disclosure of which
during the period specified in such notice the General Partner believes in good faith would not be
in the best interests of the Partnership.



     Section 2.3. Piggyback Registration. (a) Subject to any contractual obligations to
the contrary, if the Partnership proposes at any time to register any of the equity securities
issued by it under the Securities Act (other than an Exchange Registration or a registration on
Form S-8 or Form S-4, or any successor forms, relating to Common Units issuable in connection with
any employee benefit or similar plan of the Partnership or in connection with a direct or indirect
acquisition by the Partnership of another person or as a recapitalization or reclassification of
securities of the Partnership), whether or not for sale for its own account, the Partnership shall
each such time give prompt notice at least 15 business days prior to the anticipated filing date of
the registration statement relating to such registration to TCG Partners, which notice shall offer
TCG Partners the opportunity to elect to include in such registration statement the number of
Registrable Securities of the same class or series as those proposed to be registered held by
Covered Persons as TCG Partners may request (a “Piggyback Registration”), subject to the
provisions of Section 2.3(b). If TCG Partners elects to effect a Piggyback Registration, the
Partnership shall give notice of the registration statement relating to such registration to those
Covered Persons who TCG Partners determines to afford participation in the Piggyback Registration.
Upon the request of TCG Partners, the Partnership shall use its commercially reasonable efforts to
effect the registration under the Securities Act of all Registrable Securities that the Partnership
has been so requested to register by TCG Partners, to the extent necessary to permit the
disposition of the Registrable Securities to be so registered, provided that (i) if such
registration involves an underwritten Public Offering, all such Covered Persons to be included in
the Partnership’s registration must sell their Registrable Securities to the underwriters selected
by the Partnership on the same terms and conditions as apply to the Partnership or any other
selling person, as applicable, and (ii) if, at any time after giving notice of its intention to
register any securities pursuant to this Section 2.3(a) and prior to the effective date of the registration statement
filed in connection with such registration, the Partnership shall determine for any reason not to
register or to delay registration of such securities, the Partnership shall give notice of such
determination to each holder of such Registrable Securities and, thereupon shall be relieved of its
obligation to register any Registrable Securities in connection with such registration, or shall be
permitted to delay registration of such securities, as the case may be. No registration effected
under this Section 2.3 shall relieve the Partnership of its obligations to effect an Exchange
Registration or Demand Registration to the extent required by Section 2.1 or



 









 





7


Section 2.2,
respectively. The Partnership shall pay all Registration Expenses in connection with each Piggyback
Registration.



     (b) Subject to Section 2.2(c) and any other contractual obligations to the contrary, if a
Piggyback Registration involves an underwritten Public Offering and the managing or sole
underwriter advises the Partnership that, in its view, the number of Registrable Securities that
the Partnership and such Covered Persons intend to include in such registration exceeds the Maximum
Offering Size, the Partnership shall include in such registration, in the following priority, up to
the Maximum Offering Size:



          (i) first, (A) any securities proposed to be registered by the Partnership for its own
account (in the case of Piggyback Registrations in respect of such transactions) or (B) any
securities proposed to be registered pursuant to any demand registration rights of the
holders of Other Registration Rights (in the case of Piggyback Registrations in respect of
such transactions);




          (ii) second, any securities to be registered by the Partnership for its own account (in
the case of Piggyback Registrations in respect of transactions described in 2.3(b)(i)(B)),
and any Registrable Securities and Partnership securities entitled to Other Registration
Rights that are pari passu with Registrable Securities, in each case, requested to be
registered by the holders thereof, ratably among the Partnership (if applicable), the
holders of Registrable Securities and securities subject to such Other Registration Rights
based (A) as between the Partnership and such holders requesting registration (if
applicable), on the respective amounts of securities requested to be registered, and (B) as
among the holders requesting registration, on the respective amounts of Registrable
Securities and securities subject to such Other Registration Rights, as the case may be,
held by each such holder; and




          (iii) third, any securities proposed to be registered for the account of any other
persons with such priorities among them as the Partnership shall determine.




     (c) Notwithstanding any provision in this Section 2.3 or elsewhere in this Agreement, no
provision relating to the registration of Registrable Securities shall be construed as permitting
any Covered Person to effect a transfer of securities that is otherwise prohibited by the terms of
any agreement between such Covered Person and the Partnership or any of its subsidiaries. Unless
the Partnership shall otherwise consent, the Partnership shall not be obligated to provide notice
or afford Piggyback Registration to TCG Partners or any Covered Person pursuant to this Section 2.3
unless some or all of such person’s Registrable Securities are permitted to be transferred under
the terms of applicable agreements between such person and the Partnership or any of its
subsidiaries.



     (d) Upon delivering a request under this Section 2.3, a Covered Person will, if requested by
the Partnership, execute and deliver a custody agreement and power of attorney in form and
substance reasonably satisfactory to the Partnership with respect to such Covered Person’s
Securities to be registered pursuant to this Section 2.3 (a “Custody Agreement and Power of
Attorney”). The Custody Agreement and Power of Attorney will provide, among other things, that
the Covered Person will deliver to and deposit in custody with the custodian and



 









 





8


attorney-in-fact
named therein a certificate or certificates representing such Securities (duly endorsed in blank by
the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and
irrevocably appoint said custodian and attorney-in-fact with full power and authority to act under
the Custody Agreement and Power of Attorney on such Covered Person’s behalf with respect to the
matters specified therein. Such Covered Person also agrees to execute such other agreements as the
Company may reasonably request to further evidence the provisions of this Section 2.3.



     (e) Notwithstanding anything to the contrary herein, after the time the Partnership has caused
to become effective an Exchange Registration, covering all securities to be registered pursuant to
Section 2.1 hereof, and at any time that such Exchange Registration remains effective and available
for use, any Covered Person who is not an “affiliate” of the Company for purposes of Rule 144 shall
not have the right to participate in such Piggyback Registration pursuant to this Section 2.3,
except to the extent the securities to be registered and offered pursuant to such Piggyback
Registration will be an underwritten offering



     Section 2.4. Lock-Up Agreements. The Partnership and each Covered Person agree that
in connection with the Partnership’s initial public offering of the Common Units (the
“IPO”) and any Public Offering of Registrable Securities, the Partnership will not and each
Covered Person, without the written consent of TCG Partners, will not (x) offer, pledge, sell,
contract to sell, sell any option or contract to purchase, purchase any option or contract to sell,
grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly
or indirectly, any of the securities being registered or any securities convertible or exchangeable
or exercisable for such securities or (y) enter into any swap or other arrangement that transfers
to another, in whole or in part, any of the economic consequences of ownership of the securities
being registered or any securities convertible or exchangeable or exercisable for such securities
(except, in each case, as part of the IPO or such Public Offering of Registrable Securities, as the
case may be), during the period (the “Lock-Up Period”) beginning 14 days prior to the
effective date of the applicable registration statement until the earlier of (i) such time as TCG
Partners and the lead managing underwriter shall agree and (ii) 180 days following the pricing of
the IPO or such Public Offering of Registrable Securities, as the case may be. If (i) the
Partnership issues an earnings release or discloses other material information or a material event
relating to the Partnership occurs during the last 17 days of the Lock-Up Period or (ii) prior to
the expiration of the Lock-Up Period, the Partnership announces that it will release earnings
results during the 16-day period beginning upon the expiration of such period, then to the extent
necessary for a managing or co-managing underwriter of a registered offering required hereunder to
comply with FINRA Rule 2711(f)(4), the Lock-Up Period will be extended until 18 days after the
earnings release or disclosure of other material information or the occurrence of the material
event, as the case may be.



     Section 2.5. Registration Procedures. In connection with any request by TCG Partners
that Registrable Securities be registered pursuant to Sections 2.2 or 2.3, subject to the
provisions of such Sections, the paragraphs below shall be applicable, and in connection with any
Exchange Registration pursuant to Section 2.1, paragraphs (a), (c), (d), (e) and (l) below shall be
applicable:



 









 





9


     (a) The Partnership shall as expeditiously as reasonably practicable prepare and file
with the SEC a registration statement on any form for which the Partnership then qualifies
or that counsel for the Partnership shall deem appropriate and which form shall be available
for the registration of the Registrable Securities to be registered thereunder in accordance
with the intended method of distribution thereof, and use its commercially reasonable
efforts to cause such filed registration statement to become and remain effective for a
period of not less than 40 days, or in the case of an Exchange Registration until all of the
Registrable Securities of the Covered Persons included in any such registration statement
(each, a “Registering Covered Person”) shall have actually been exchanged
thereunder.



     (b) Prior to filing a registration statement or prospectus or any amendment or
supplement thereto, the Partnership shall, if requested, furnish to each Registering Covered
Person and each underwriter, if any, of the Registrable Securities covered by such
registration statement copies of such registration statement as proposed to be filed, and
thereafter the Partnership shall furnish to such Registering Covered Person and underwriter,
if any, such number of copies of such registration statement, each amendment and supplement
thereto (in each case including all exhibits thereto and documents incorporated by reference
therein), the prospectus included in such registration statement (including each preliminary
prospectus and any summary prospectus) and any other prospectus filed under Rule 424 or Rule
430A under the Securities Act and such other documents as such Registering Covered Person or
underwriter may reasonably request in order to facilitate the disposition of the Registrable
Securities owned by such Registering Covered Person. The Registering Covered Person shall
have the right to request that the Partnership modify any information contained in such
registration statement, amendment and supplement thereto pertaining to such Registering
Covered Person and the Partnership shall use its commercially reasonable efforts to comply
with such request, provided, however, that the Partnership shall not have any obligation to
so modify any information if the Partnership reasonably expects that so doing would cause
the prospectus to contain an untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements therein not
misleading.



     (c) After the filing of the registration statement, the Partnership shall (i) cause the
related prospectus to be supplemented by any required prospectus supplement, and, as so
supplemented, to be filed pursuant to Rule 424 under the Securities Act, (ii) comply with
the provisions of the Securities Act with respect to the disposition of all Registrable
Securities covered by such registration statement during the applicable period in accordance
with the intended methods of disposition by the Registering Covered Person thereof set forth
in such registration statement or supplement to such prospectus and (iii) promptly notify each Registering Covered Person holding Registrable Securities covered
by such registration statement of any stop order issued or threatened by the SEC suspending
the effectiveness of such registration statement or any state securities commission and take
all commercially reasonable efforts to prevent the entry of such stop order or to obtain the
withdrawal of such order if entered.




 












 





10





     (d) To the extent any “free writing prospectus” (as defined in Rule 405 under the
Securities Act) is used, the Partnership shall file with the SEC any free writing
prospectus that is required to be filed by the Partnership with the SEC in accordance with
the Securities Act and retain any free writing prospectus not required to be filed.




     (e) The Partnership shall use its commercially reasonable efforts to (i) register or
qualify the Registrable Securities covered by such registration statement under such other
securities or “blue sky” laws of such jurisdictions in the United States as any Registering
Covered Person holding such Registrable Securities or each underwriter, if any, reasonably
(in light of such member’s intended plan of distribution) requests and (ii) cause such
Registrable Securities to be registered with or approved by such other governmental
agencies or authorities as may be necessary by virtue of the business and operations of the
Partnership and do any and all other acts and things that may be reasonably necessary or
advisable to enable such Registering Covered Person to consummate the disposition of the
Registrable Securities owned by such person, provided that the Partnership shall not be
required to (A) qualify generally to do business in any jurisdiction where it would not
otherwise be required to qualify but for this Section 2.5(e), (B) subject itself to
taxation in any such jurisdiction or (C) consent to general service of process in any such
jurisdiction.




     (f) The Partnership shall immediately notify each Registering Covered Person holding
such Registrable Securities covered by such registration statement or each underwriter, if
any, at any time when a prospectus relating thereto is required to be delivered under the
Securities Act, of the occurrence of an event requiring the preparation of a supplement or
amendment to such prospectus so that, as thereafter delivered to the purchasers of such
Registrable Securities, such prospectus will not contain an untrue statement of a material
fact or omit to state any material fact required to be stated therein or necessary to make
the statements therein not misleading and promptly prepare and make available to each such
Registering Covered Person or underwriter, if any, and file with the SEC any such
supplement or amendment.




     (g) TCG Partners shall select an underwriter or underwriters in connection with any
Public Offering. In connection with any Public Offering, the Partnership shall enter into
customary agreements (including an underwriting agreement in customary form) and take such
all other actions as are reasonably required in order to expedite or facilitate the
disposition of such Registrable Securities in any such Public Offering, including if
necessary the engagement of a “qualified independent underwriter” in connection with the
qualification of the underwriting arrangements with FINRA.




     (h) Subject to the execution of confidentiality agreements satisfactory in form and
substance to the Partnership in the exercise of its good faith judgment, pursuant to the
reasonable request of TCG Partners or underwriter (if any), the Partnership will give to
each Registering Covered Person, each
underwriter (if any) and their respective counsel and accountants (i) reasonable and
customary access to its books and records and (ii) such opportunities to discuss the
business of the Partnership with its directors, officers, employees, counsel and the
independent public accountants who have certified its financial statements, as shall be appropriate, in the reasonable judgment of counsel to









 



11



such Registering Covered Person or
underwriter, to enable them to exercise their due diligence responsibility.




     (i) The Partnership shall use its commercially reasonable efforts to furnish to each
Registering Covered Person and to each such underwriter, if any, a signed counterpart,
addressed to such person or underwriter, of (i) an opinion or opinions of counsel to the
Partnership and (ii) a comfort letter or comfort letters from the Partnership’s independent
public accountants, each in customary form and covering such matters of the kind
customarily covered by opinions or comfort letters, as the case may be, as TCG Partners or
such underwriter reasonably requests.




     (j) Each Registering Covered Person registering securities under Sections 2.2 or 2.3
shall promptly furnish in writing to the Partnership the information set forth in Appendix
A and such other information regarding itself, the distribution of the Registrable
Securities as the Partnership may from time to time reasonably request and such other
information as may be legally required or advisable in connection with such registration.




     (k) Each Registering Covered Person and each underwriter, if any, agrees that, upon
receipt of any notice from the Partnership of the happening of any event of the kind
described in Section 2.5(f), such Registering Covered Person or underwriter shall forthwith
discontinue disposition of Registrable Securities pursuant to the registration statement
covering such Registrable Securities until such Registering Covered Person’s or
underwriter’s receipt of the copies of the supplemented or amended prospectus contemplated
by Section 2.5(f), provided, however, that, upon written notice to each Registering Covered
Person and each underwriter, if any, and for a reasonable time specified in the notice but
not exceeding 60 days thereafter or 90 days in any 365 day period (the “Suspension
Period”), the Partnership may suspend the use or effectiveness of any registration
statement if the General Partner determines, in its sole discretion, that the Partnership
is in possession of material non-public information the disclosure of which during the
period specified in such notice the General Partner believes in good faith would not be in
the best interests of the Partnership; and, if so directed by the Partnership, such
Registering Covered Person or underwriter shall deliver to the Partnership all copies,
other than any permanent file copies then in such Registering Covered Person’s possession,
of the most recent prospectus covering such Registrable Securities at the time of receipt
of such notice. If the Partnership shall give such notice, the Partnership shall extend
the period during which such registration statement shall be maintained effective
(including the period referred to in Section 2.5(a)) by the number of days during the
period from and including the date of the giving of notice pursuant to Section 2.5(f) to
the date when the
Partnership shall make available to such Registering Covered Person a prospectus
supplemented or amended to conform with the requirements of Section 2.5(f).




     (l) The Partnership shall use its commercially reasonable efforts to list all
Registrable Securities covered by such registration statement on any securities exchange or
quotation system on which any of the Registrable Securities are then listed or traded.









 



12



     (m) The Partnership shall have appropriate officers of the General Partner, the
Partnership or the Carlyle Holdings Partnerships (i) prepare and make presentations at any
“road shows” and before analysts and rating agencies, as the case may be, (ii) take other
actions to obtain ratings for any Registrable Securities and (iii) otherwise use their
commercially reasonable efforts to cooperate as reasonably requested by the underwriters in
the offering, marketing or selling of the Registrable Securities.




     (n) The Partnership shall cooperate with the Registering Covered Persons to facilitate
the timely delivery of Registrable Securities to be sold, which shall not bear any
restrictive legends, and to enable such Registrable Securities to be issued in such
denominations and registered in such names as such Registering Covered Persons may
reasonably request at least two business days prior to the closing of any sale of
Registrable Securities.



     Section 2.6. Indemnification by the Partnership. In the event of any registration of any Registrable Securities of the Partnership under the
Securities Act pursuant to this Article II, the Partnership will, and it hereby does, indemnify and
hold harmless, to the extent permitted by law, a Registering Covered Person, each affiliate of such
Registering Covered Person and their respective directors and officers or general and limited
partners or members and managing members (including any director, officer, affiliate, employee,
agent and controlling person of any of the foregoing) and each other person, if any, who controls
such Registering Covered Person within the meaning of the Securities Act (collectively, the
“Indemnified Parties”), from and against any and all losses, claims, damages and
liabilities (including, without limitation, legal fees and other expenses incurred in connection
with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred),
joint or several, that arise out of, or are based upon, (1) any untrue statement or alleged untrue
statement of a material fact contained in any registration statement or amendment or supplement
thereto under which such Registrable Securities were registered or any omission or alleged omission
to state therein a material fact required to be stated therein or necessary in order to make the
statements therein not misleading, or (2) any untrue statement or alleged untrue statement of a
material fact contained in any prospectus, any free writing prospectus or any “issuer information”
filed or required to be filed pursuant to Rule 433(d) under the Securities Act in respect of the
Registrable Securities, or amendment or supplement thereto, or any omission or alleged omission to
state therein a material fact necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading; provided, that the Partnership shall
not be liable to any Registering Covered Person or other Indemnified Party in any such case to the
extent that any such loss, claim, damage,
liability (or action or proceeding in respect thereof) or expense arises out of or is based
upon any untrue statement or alleged untrue statement or omission or alleged omission made in such
registration statement, prospectus, any free writing prospectus or any “issuer information” filed
or required to be filed pursuant to Rule 433(d) under the Securities Act in respect of the
Registrable Securities, or amendment or supplement thereto, in reliance upon and in conformity with
written information regarding a Registering Covered Person furnished to the Partnership by such
Registering Covered Person or other Indemnified Party with respect to such seller or any
underwriter specifically for use in the preparation thereof.



     Section 2.7. Indemnification by Registering Covered Persons. Each Registering Covered Person hereby indemnifies and holds harmless, and the Partnership
may require, as a









 



13



condition to including any Registrable Securities in any registration statement
filed in accordance with this Article II, that the Partnership shall have received an undertaking
reasonably satisfactory to it from any underwriter to indemnify and hold harmless, the Partnership
and all other prospective sellers of Registrable Securities, the directors of the General Partner,
each officer of the General Partner or the Partnership who signed the Registration Statement and
each person, if any, who controls the Partnership and all other prospective sellers of Registrable
Securities within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act
to the same extent as the indemnity set forth in Section 2.6 above, but only with respect to any
losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement
or omission or alleged untrue statement or omission made in reliance upon and in conformity with
written information furnished to the Partnership with respect to such seller or any underwriter
specifically for use in the preparation of such registration statement, prospectus, any free
writing prospectus or any “issuer information” filed or required to be filed pursuant to Rule
433(d) under the Securities Act in respect of the Registrable Securities, or amendment or
supplement thereto. Such indemnity shall remain in full force and effect regardless of any
investigation made by or on behalf of the Partnership, any of the Registering Covered Persons or
any underwriter, or any of their respective affiliates, directors, officers or controlling persons
and shall survive the transfer of such securities by such person. In no event shall any such
indemnification liability of any Registering Covered Person be greater in amount than the dollar
amount of the proceeds received by such Registering Covered Person upon the sale of the Registrable
Securities giving rise to such indemnification obligation.



     Section 2.8. Conduct of Indemnification Proceedings. Promptly after receipt by an Indemnified Party hereunder of written notice of the
commencement of any action or proceeding with respect to which a claim for indemnification may be
made pursuant to this Article II, such Indemnified Party will, if a claim in respect thereof is to
be made against an indemnifying party, give written notice to the latter of the commencement of
such action; provided, that the failure of the Indemnified Party to give notice as provided herein
shall not relieve the indemnifying party of its obligations under this Article II, except to the
extent that the indemnifying party is materially prejudiced by such failure to give notice.



     In case any such action is brought against an Indemnified Party, unless in such Indemnified
Party’s reasonable judgment a conflict of interest between such Indemnified Party and indemnifying
parties may exist in respect of such claim, the indemnifying party will be entitled to participate
in and to assume the defense thereof, jointly with any other indemnifying party similarly notified
to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party, and
after notice from the indemnifying party to such Indemnified Party of its election so to assume the
defense thereof, the indemnifying party will not be liable to such Indemnified Party for any legal
or other expenses subsequently incurred by the latter in connection with the defense thereof other
than reasonable costs of investigation. It is understood and agreed that the indemnifying person
shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be
liable for the fees and expenses of more than one separate firm (in addition to any local counsel)
for all Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are
incurred. Any such separate firm (x) for any Covered Person, its affiliates, directors and officers
and any control persons of such Indemnified Party shall be designated in writing by TCG Partners,
(y) in all other cases shall be designated in writing by the General Partner. The indemnifying
person shall not be liable for any settlement of









 



14



any proceeding effected without its written
consent, but if settled with such consent or if there be a final judgment for the plaintiff, the
indemnifying person agrees to indemnify each Indemnified Party from and against any loss or
liability by reason of such settlement or judgment. No indemnifying person shall, without the
written consent of the Indemnified Party, effect any settlement of any pending or threatened
proceeding in respect of which any Indemnified Party is or could have been a party and
indemnification could have been sought hereunder by such Indemnified Party, unless such settlement
(A) includes an unconditional release of such Indemnified Party, in form and substance reasonably
satisfactory to such Indemnified Party, from all liability on claims that are the subject matter of
such proceeding and (B) does not include any statement as to or any admission of fault, culpability
or a failure to act by or on behalf of any Indemnified Party.



     Section 2.9. Contribution. If the indemnification provided for in this Article II from the indemnifying party is
unavailable to an Indemnified Party hereunder in respect of any losses, claims, damages,
liabilities or expenses referred to herein, then the indemnifying party, in lieu of indemnifying
such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as
a result of such losses, claims, damages, liabilities or expenses in such proportion as is
appropriate to reflect the relative fault of the indemnifying party and Indemnified Parties in
connection with the actions which resulted in such losses, claims, damages, liabilities or
expenses, as well as any other relevant equitable considerations. The relative fault of such
indemnifying party and Indemnified Parties shall be determined by reference to, among other things,
whether any action in question, including any untrue or alleged untrue statement of a material fact
or omission or alleged omission to state a material fact, has been made by, or relates to
information supplied by, such indemnifying party or Indemnified Parties, and the parties’ relative
intent, knowledge, access to information and opportunity to correct or prevent such action. The
amount paid or payable by a party under this Section 2.9 as a result of the losses, claims,
damages, liabilities and expenses referred to above shall be deemed to
include any legal or other fees or expenses reasonably incurred by such party in connection
with any investigation or proceeding.



     The parties hereto agree that it would not be just and equitable if contribution pursuant to
this Section 2.9 were determined by pro rata allocation or by any other method of allocation which
does not take account of the equitable considerations referred to in the immediately preceding
paragraph. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f)
of the Securities Act) shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation.



     Section 2.10. Participation in Public Offering. No Covered Person may participate in any Public Offering hereunder unless such Covered
Person (a) agrees to sell such Covered Person’s securities on the basis provided in any
underwriting arrangements approved by the Covered Persons entitled hereunder to approve such
arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents reasonably required under the terms of such
underwriting arrangements and the provisions of this Agreement in respect of registration rights.



     Section 2.11. Other Indemnification. Indemnification similar to that specified herein (with appropriate modifications) shall be
given by the Partnership and the Registering Covered









 



15



Person participating therein with respect to
any required registration or other qualification of securities under any federal or state law or
regulation or Governmental Authority other than the Securities Act.



     Section 2.12. Cooperation by the Partnership. If the Covered Person shall transfer any Registrable Securities pursuant to Rule 144, the
Partnership shall use its commercially reasonable efforts to cooperate with the Covered Person and
shall provide to the Covered Person such information as may be required to be provided under Rule
144.



     Section 2.13. Parties in Interest. Each Covered Person shall be entitled to receive the benefits of this Agreement and shall
be bound by the terms and provisions of this Agreement by reason of such Covered Person’s election
to participate in a registration under this Article II. To the extent Carlyle Holdings Partnership
Units are effectively transferred in accordance with the terms of the Carlyle Holdings Partnership
Agreements, the transferee of such Carlyle Holdings Partnership Units shall be entitled to receive
the benefits of this Agreement and shall be bound by the terms and provisions of this Agreement
upon becoming bound hereby pursuant to Section 3.1(c).



     Section 2.14. Acknowledgement Regarding the Partnership. Other than those determinations reserved expressly to TCG Partners, all determinations
necessary or advisable under this Article II shall be made by the General Partner, the
determinations of which shall be final and binding.



ARTICLE III

MISCELLANEOUS




     Section 3.1. Term of the Agreement; Termination of Certain Provisions; Amendment. (a) The term of this Agreement shall continue until the first to occur of (i) such time as
no Covered Person holds any Covered Carlyle Holdings Partnership Units or Registrable Securities
and (ii) such time as the Agreement is terminated by the Partnership and TCG Partners. This
Agreement may be amended only with the consent of the Partnership and TCG Partners.



     (b) Unless this Agreement is theretofore terminated pursuant to Section 3.1(a) hereof, a
Covered Person shall be bound by the provisions of this Agreement with respect to any Covered
Carlyle Holdings Partnership Units or Registrable Securities until such time as such Covered Person
ceases to hold any Covered Carlyle Holdings Partnership Units or Registrable Securities.
Thereafter, such Covered Person shall no longer be bound by the provisions of this Agreement other
than Sections 2.7, 2.8, 2.9 and 2.11 and this Article III.



     (c) Any Permitted Transferee of a Covered Person shall be entitled to become party to this
agreement as a Covered Person; provided, that, such Permitted Transferee shall first sign an
agreement in the form approved by the Partnership acknowledging that such Permitted Transferee is
bound by the terms and provisions of the Agreement. To the extent that the Carlyle Holdings
Partnerships issue Carlyle Holdings Partnership Units in the future, any holder of such Carlyle
Holdings Partnership Units may be entitled, with the prior written consent of the General Partner
and TCG Partners, to become party to this agreement as a Covered Person; provided,









 



16



that, such
holder shall first sign an agreement in the form approved by the Partnership acknowledging that
such holder is bound by the terms and provisions of the Agreement.



     Section 3.2. Governing Law.



     THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF
DELAWARE.



     Section 3.3. Dispute Resolution.



     (a) Each party hereto (i) irrevocably agrees that any and all disputes which cannot be settled
amicably, including any ancillary claims of any party, arising out of, relating to or in connection
with the validity, negotiation, execution, interpretation, performance or non-performance of this
Agreement (including the validity, scope and enforceability of this arbitration provision) (a
“Dispute”) shall be finally settled by arbitration conducted by three arbitrators (or, in
the event the amount of quantified claims and/or estimated monetary value of other claims contained
in the applicable request for arbitration is less than $3.0 million, by a sole arbitrator) in
Wilmington, Delaware in accordance with the Rules of Arbitration of the International Chamber of
Commerce (including the rules relating to costs and fees) existing on the date of this Agreement
except to the extent those rules are inconsistent with the terms of this Section 3.3, and
that such arbitration shall be the exclusive manner pursuant to which any Dispute shall be
resolved; (ii) agrees that this Agreement involves commerce and is governed by the Federal
Arbitration Act, 9 U.S.C. Section 1, et seq., and any applicable treaties governing the recognition
and enforcement of international arbitration agreements and awards; (iii) agrees to take all steps
necessary or advisable, including the execution of documents to be filed with the International
Court of Arbitration or the International Centre for ADR in order to properly submit any Dispute
for arbitration pursuant to this Section 3.3; (iv) irrevocably waives, to the fullest extent
permitted by law, any objection it may have or hereafter have to the submission of any Dispute for
arbitration pursuant to this Section 3.3 and any right to lay claim to jurisdiction in any venue;
(v) agrees that (A) the arbitrator(s) shall be U.S. lawyers, U.S. law professors and/or retired
U.S. judges and all arbitrators, including the president of the arbitral tribunal, may be U.S.
nationals and (B) the arbitrator(s) shall conduct the proceedings in the English language; (vi)
agrees that except as required by law or as may be reasonably required in connection with ancillary
judicial proceedings to compel arbitration, to obtain temporary or preliminary judicial relief in
aid of arbitration, or to confirm or challenge an arbitration award, the arbitration proceedings,
including any hearings, shall be confidential, and the parties shall not disclose any awards, any
materials in the proceedings created for the purpose of the arbitration, or any documents produced
by another party in the proceedings not otherwise in the public domain; and (vii) agrees that
performance under this Agreement shall continue if reasonably possible during any arbitration
proceedings.



     (b) Notwithstanding the provisions of paragraph (a), each party hereto may bring an action or
special proceeding for the purpose of compelling a party to arbitrate, seeking temporary or
preliminary relief in aid of an arbitration hereunder, or enforcing an arbitration award and, for
the purposes of this paragraph (b), each party hereto (i) irrevocably agrees that any such action
or special proceeding shall be exclusively brought in the Court of Chancery of the State of
Delaware or, if such court does not have subject matter jurisdiction thereof, any other court









 



17



located in the State of Delaware with subject matter jurisdiction; (ii) irrevocably submits to the
exclusive jurisdiction of such courts in connection with any such action or special proceeding;
(iii) irrevocably agrees not to, and waives any right to, assert in any such action or special
proceeding that (A) it is not personally subject to the jurisdiction of such courts or any other
court to which proceedings in such courts may be appealed, (B) such action or special proceeding is
brought in an inconvenient forum, or (C) the venue of such action or special proceeding is
improper; (iv) expressly waives any requirement for the posting of a bond by a party bringing such
action or special proceeding; (v) consents to process being served in any such action or special
proceeding by mailing, certified mail, return receipt requested, a copy thereof to such party at
the address in effect for notices hereunder, and agrees that such service shall constitute good and
sufficient service of process and notice thereof; provided that nothing in clause (v) hereof shall
affect or limit any right to serve process in any other manner permitted by law; (vi) irrevocably
waives any and all right to trial by jury in any such claim, suit, action or proceeding; and (vii)
agrees that proof shall not be required that monetary damages for breach of the provisions of this
Agreement would be difficult to calculate and that remedies at law would be inadequate.



     (c) If the arbitrator(s) shall determine that any Dispute is not subject to arbitration, or
the arbitrator(s) or any court or tribunal of competent jurisdiction shall refuse to enforce
Section 3.3(a) or shall determine that any Dispute is not subject to arbitration as contemplated
thereby, then, and only then, shall the alternative provisions of this Section 3.3(c) be
applicable. Each party hereto, to the fullest extent permitted by law, (i) irrevocably agrees that
any Dispute shall be exclusively brought in the Court of Chancery of the State of Delaware or, if
such court does not have subject matter jurisdiction thereof, any other court located in the State
of Delaware with subject matter jurisdiction; (ii) irrevocably submits to the exclusive
jurisdiction of such courts in connection with any such claim, suit, action or proceeding; (iii)
irrevocably agrees not to, and waives any right to, assert in any such claim, suit, action or
proceeding that (A) it is not personally subject to the jurisdiction of such courts or any other
court to which proceedings in such courts may be appealed, (B) such claim, suit, action or
proceeding is brought in an inconvenient forum, or (C) the venue of such claim, suit, action or
proceeding is improper; (iv) expressly waives any requirement for the posting of a bond by a party
bringing such claim, suit, action or proceeding; (v) consents to process being served in any such
claim, suit, action or proceeding by mailing, certified mail, return receipt requested, a copy
thereof to such party at the address in effect for notices hereunder, and agrees that such service
shall constitute good and sufficient service of process and notice thereof; provided that nothing
in clause (v) hereof shall affect or limit any right to serve process in any other manner permitted
by law; and (vi) irrevocably waives any and all right to trial by jury in any such claim, suit,
action or proceeding; and (vii) agrees that proof shall not be required that monetary damages for
breach of the provisions of this Agreement would be difficult to calculate and that remedies at law
would be inadequate. The parties acknowledge that the fora designated by this paragraph (c) have a
reasonable relation to this Agreement, and to the parties’ relationship with one another.



     Section 3.4. 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, by electronic mail (delivery receipt requested) or by
registered or certified mail (postage prepaid, return receipt requested) to









 



18



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 3.5):



     If to a Covered Person,


c/o The Carlyle Group L.P.

1001 Pennsylvania Avenue, NW

Washington, DC 20004-2505

Attention: General Counsel

Fax: (202) 729-5266

Electronic Mail: list_registrationrightsnotice@carlyle.com



The Carlyle Group L.P. shall use commercially reasonable efforts to forward any such communication
to the applicable Covered Person’s address, email address or facsimile number as shown in the
Partnership’s books and records.




     If to the Partnership, at


The Carlyle Group L.P.

1001 Pennsylvania Avenue, NW

Washington, DC 20004-2505

Attention: General Counsel

Fax: (202) 729-5266

Electronic Mail: list_registrationrightsnotice@carlyle.com




     The Partnership shall be responsible for notifying each Covered Person of the receipt of a
notice, request, claim, demand or other communication under this Agreement relevant to such Covered
Person at the address of such Covered Person then in the records of the Carlyle Holdings
Partnerships (and each Covered Person shall notify the Partnership of any change in such address
for notices, requests, claims, demands or other communications).



     Section 3.5. Severability. If any provision of this Agreement is finally held to be invalid, illegal or unenforceable,
(a) the remaining terms and provisions hereof shall be unimpaired and (b) the invalid or
unenforceable term or provision shall be deemed replaced by a term or provision that is valid and
enforceable and that comes closest to expressing the intention of the invalid or unenforceable term
or provision.



     Section 3.6. Specific Performance. Each party hereto acknowledges that the remedies at law of the other parties for a breach
or threatened breach of this Agreement would be inadequate and, in recognition of this fact, any
party to this Agreement, without posting any bond, and in addition to all other remedies that may
be available, shall be entitled to obtain equitable relief in the form of specific performance, a
temporary restraining order, a temporary or permanent injunction or any other equitable remedy that
may be then available.



     Section 3.7. Assignment; Successors. This Agreement shall be binding upon and inure to the benefit of the respective legatees,
legal representatives, successors and assigns of the Covered Persons; provided, however, that a
Covered Person may not assign this Agreement or









 



19



any of his rights or obligations hereunder, and any
purported assignment in breach hereof by a Covered Person shall be void; and provided further that
no assignment of this Agreement by the Partnership or to a successor of the Partnership (by
operation of law or otherwise) shall be valid unless such assignment is made to a person which
succeeds to the business of such person substantially as an entirety.



     Section 3.8. No Third-Party Rights. Other than as expressly provided herein, nothing in this Agreement will be construed to
give any person other than the parties to this Agreement any legal or equitable right, remedy, or
claim under or with respect to this Agreement or any provision of this Agreement. This Agreement
and all of its provisions
and conditions are for the sole and exclusive benefit of the parties to this Agreement and
their successors and assigns.



     Section 3.9. Section Headings. The headings of sections in this Agreement are provided for convenience only and will not
affect its construction or interpretation.



     Section 3.10. Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed
an original, but all such counterparts shall together constitute but one and the same instrument.



[Remainder of Page Intentionally Left Blank]

















 





     IN WITNESS WHEREOF, the parties hereto have duly executed or caused to be duly executed
this Agreement as of the dates indicated.



	 	 	 	 	 	 	 

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

	 	partner	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	TCG CARLYLE GLOBAL PARTNERS L.L.C.
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 






[Registration Rights Agreement]






 









 








	 	 	 

	 

	COVERED PERSONS

	 
	 	 
	 

	 	 
	 


	 	Name:
	 
	 	 
	 

	 	 
	 

	 	Name:
	 
	 	 
	 

	 	 
	 

	 	Name:
	 
	 	 
	 

	 	 
	 

	 	Name:
	 
	 	 
	 

	 	 
	 

	 	Name:






[Registration Rights Agreement]





 












 





Appendix A




THE CARLYLE GROUP L.P.




Covered Person Questionnaire



The undersigned Covered Person understands that the Partnership has filed or intends to file with
the SEC a registration statement for the registration of the Common Units (as such may be amended,
the “Registration Statement”), in accordance with Sections 2.2 or 2.3 of the Registration
Rights Agreement, dated as of ________, 2012 (the “Registration Rights Agreement”), among
the Partnership and the Covered Persons referred to therein. A copy of the Agreement is available
from the Partnership upon request at the address set forth below. All capitalized terms used and
not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights
Agreement.




NOTICE



The undersigned Covered Person hereby gives notice to the Partnership of its intention to register
Registrable Securities beneficially owned by it and listed below in Item 3 (unless otherwise
specified under Item 3) pursuant to the Registration Statement. The undersigned, by signing and
returning this Questionnaire, understands that it will be bound by the terms and conditions of this
Questionnaire and the Registration Rights Agreement.



Pursuant to the Registration Rights Agreement, the undersigned has agreed to indemnify and hold
harmless the Partnership and all other prospective sellers of Registrable Securities, the directors
of the General Partner, each officer of the General Partner who signed the Registration Statement
and each person, if any, who controls the Partnership and all other prospective sellers of
Registrable Securities within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act, from and against any and all losses, claims, damages and liabilities arising in
connection with statements made or omissions concerning the undersigned in the Registration
Statement, prospectus, any free writing prospectus or any “issuer information” in reliance upon the
information provided in this Questionnaire.



The undersigned Covered Person hereby provides the following information to the Partnership and
represents and warrants that such information is accurate and complete:




QUESTIONNAIRE





	1.	 	Name.






	 	(a)	 	Full Legal Name of Covered Person:
	 
	 	 	 	 

	 
	 	(b)	 	Full Legal Name of Covered Person (if not the same as (a) above) through which
Registrable Securities Listed in Item 3 below are held:
	 
	 	 	 	 











 



2








	 	(c)	 	Full Legal name of DTC Participant (e.g., a bank, brokerage or trustee account)
through which Registrable Securities listed in Item 3 below are held (if applicable and
if not the same as (b) above):
	 
	 	 	 	 

	 
	 	(d)	 	Full Legal Name of natural control person (which means a natural person who
directly or indirectly alone or with others has power to vote or dispose of the
Registrable Securities listed in Item 3 below):
	 
	 	 	 	 







	2.	 	Address for Notices to Covered Person:
	 
	 	 	 

	 
	 	 	 

	 
	 	 	 






	 	 	 

	 

	 	Telephone:
	 
	 	 

	 

	 	Fax:
	 
	 	 

	 

	 	Email:
	 
	 	 

	 

	 	Contact Person:
	 
	 	 







	3.	 	Beneficial Ownership of Registrable Securities1:






	 	 	 	Number of Registrable Securities beneficially owned:
	 
	 	 	 	 

	 
	 	 	 	 

	 
	 	 	 	 







	4.	 	Broker-Dealer Status:






	 	(a)	 	Are you a broker-dealer?





Yes  o          No  o




	 	Note:	 	If yes, the SEC’s staff has indicated that you should be identified as an
underwriter in the Registration Statement.
	 
	 	(b)	 	Are you an affiliate of a broker-dealer (other than TCG Securities, L.L.C.)?





Yes  o          No  o





 




			
	1	 	Please refer to Schedule I of this Covered Person
Questionnaire for the definition of “beneficial ownership” for this purpose.










 



3







	 	 	 	If yes, please identify the broker-dealer with whom the Covered Person is affiliated
and the nature of the affiliation:
	 
	 	 	 	 

	 
	 	 	 	 

	 
	 	(c)	 	If you are an affiliate of a broker-dealer, do you certify that you bought the
Registrable Securities in the ordinary course of business, and at the time of the
purchase of the Registrable Securities to be resold, you had no agreements or
understandings, directly or indirectly, with any person to distribute the Registrable
Securities?





Yes  o          No  o




	 	Note:	 	If no, the SEC’s staff has indicated that you should be identified as an
underwriter in the Registration Statement.
	 
	 	(d)	 	If you are (1) a broker-dealer or (2) an affiliate of a broker-dealer and
answered “no” to Question 4(c), do you consent to being named as an underwriter in the
Registration Statement?





Yes  o          No  o




	5.	 	Beneficial Ownership of Other Securities of the Partnership Owned by the Covered Person.






	 	 	 	Except as set forth below in this Item 5, the undersigned Covered Person is not the
beneficial or registered owner of any securities of the Partnership other than the
Registrable Securities listed above in Item 3.
	 
	 	 	 	Type and Amount of Other Securities beneficially owned by the Covered Person:
	 
	 	 	 	 

	 
	 	 	 	 

	 
	 	 	 	 







	6.	 	Relationships with the Partnership:






	 	 	 	Except as set forth below, neither the undersigned Covered Person nor any of its
affiliates, officers, directors or principal equity holders (owners of 5% or more of
the equity securities of the undersigned) has held any position or office or has had
any other material relationship with the General Partner or the Partnership (or its
predecessors or affiliates) during the past three years.
	 
	 	 	 	State any exceptions here:
	 
	 	 	 	 

	 
	 	 	 	 











 



4








	7.	 	Intended Method of Disposition of Registrable Securities (Only Applicable to a Demand
Registration Effected Pursuant to Section 2.2 of the Registration Rights Agreement):






	 	 	 	Intended Method or Methods of Disposition of Registrable Securities beneficially
owned:
	 
	 	 	 	 

	 
	 	 	 	 

	 
	 	 	 	 











 



5






The undersigned agrees to promptly notify the Partnership of any inaccuracies or changes in the
information provided herein that may occur subsequent to the date hereof and at any time while the
Registration Statement remains in effect.



By signing below, the undersigned consents to the disclosure of the information contained herein in
its answers to Items 1 through 7 and the inclusion of such information in the Registration
Statement and the related prospectus. The undersigned understands that such information will be
relied upon by the Partnership in connection with the preparation or amendment of the Registration
Statement and the related prospectus.



IN WITNESS WHEREOF the undersigned, by authority duly given, has caused this Questionnaire to be
executed and delivered either in person or by its duly authorized agent.




	 	 	 

	Dated:
	 	Beneficial Owner:
	 
	 	 

	 

	 	 
	 

	 	By:
	 

	 	 

	 

	 	     Name:
	 

	 	 

	 

	 	     Title:
	 

	 	 






          PLEASE SEND A COPY OF THE COMPLETED AND EXECUTED
QUESTIONNAIRE BY FAX OR ELECTRONIC MAIL, AND
RETURN THE ORIGINAL BY OVERNIGHT MAIL, TO:




The Carlyle Group L.P.

1001 Pennsylvania Avenue, NW

Washington, DC 20004-2505

Attention: General Counsel

Fax: (202) 729-5266

Electronic Mail: list_registrationrightsnotice@carlyle.com