exv10w8






Exhibit 10.8




FORM OF



REGISTRATION RIGHTS AGREEMENT



     THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of ______, 2012 is by and
among The Carlyle Group L.P., a Delaware limited partnership (the “Company”), and those holders of
equity securities of the Company or of securities convertible or exchangeable into or exercisable
for equity securities of the Company whose signatures appear on the signature pages hereto (the
"Holders”). For the purposes of this Agreement, the term “Company” shall be deemed to include and
refer to any successor in interest to the Company (whether by merger, conversion, recapitalization
or otherwise), the equity securities of which are owned by the Holders in substantially the same
proportion as the Holders owned equity interests in the Company.



RECITALS




          A. The Company deems it desirable to enter into this Agreement to allow for registration of
the Units (as defined herein) held by the Holders.




AGREEMENT




          In consideration of the recitals and the mutual premises, covenants and agreements contained
herein and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:




     1. Definitions. In addition to capitalized terms defined elsewhere in this Agreement, the
following capitalized terms shall have the following meaning when used in this Agreement.



          “Commission” means the Securities and Exchange Commission.




          “Exchange Act” means the Securities Exchange Act of 1934, as amended.




          “Exchange Agreement” means the Exchange Agreement dated on or about the date hereof, among the
Company, the California Public Employees’ Retirement System, and the other parties thereto.




          “Operating Agreement” means the Amended and Restated Agreement of Limited Partnership of the
Company to be dated as of the date hereof substantially concurrently with the consummation of the
initial public offering of the Company, as such agreement of limited partnership may be amended,
supplemented or restated from time to time.




          “Person” means an individual, partnership, corporation, limited liability company,
association, joint stock company, trust, joint venture, unincorporated organization or other
entity, or a governmental entity or any department, agency or political subdivision thereof.




          “Public Offering” means any offering by the Company (or its successor) of its equity
securities to the public pursuant to an effective registration statement under the Securities Act
or any comparable statement under any comparable federal statute then in effect; provided,




 









 







however, that the following shall not be considered a Public Offering: (i) any issuance of
common equity as consideration for a merger or acquisition under Rule 145 of the Securities Act,
and (ii) any issuance of common equity or rights to acquire common equity to existing
securityholders or to employees of the Company or its subsidiaries on Form S-4 or Form S-8 (or a
successor form adopted by the Commission) or otherwise.




          “Registrable Securities” means (i) the outstanding Units and the Units issued or issuable upon
the conversion, exercise or exchange of any convertible instrument, warrant, right or other
security owned by any Holder, including any permitted transferee under the terms of the Operating
Agreement or the Exchange Agreement, (ii) any other securities of the Company (or its successor)
issuable or issued upon conversion of the Units or issuable or issued upon conversion of other
securities of the Company (or its successor) into which the Units shall be reclassified or changed
(including by reason of a merger, consolidation, reorganization, recapitalization or statutory
conversion), owned by any Holder, including any permitted transferee under the terms of the
Operating Agreement, and (iii) any other securities of the Company (or its successor) issued as (or
issuable upon the conversion or exercise of any warrant, right or other security which is issued
as) a dividend or other distribution with respect to, or in exchange for or in replacement of, any
of the securities referred to in subsection (i) or (ii) of this definition; provided, however, that
Registrable Securities shall not include any securities which have been registered pursuant to the
Securities Act or which have been sold to the public pursuant to Rule 144 of the Commission under
the Securities Act. For purposes of this Agreement, a Person will be deemed to be a holder of
Registrable Securities whenever such Person has the right to acquire such Registrable Securities,
whether or not such acquisition actually has been effected.




          “Securities Act” means the Securities Act of 1933, as amended.




          “Units” has the meaning assigned to the term “Common Units” in the Operating Agreement.




     2. Demand Registration



          2.1 Registrations.




          (a) Subject to the terms of this Agreement, at any time following the one hundred eightieth
(180th) day after the first Public Offering by the Company, the Holders may request
registration under the Securities Act of their Registrable Securities on Form S-1 or S-3 or any
similar registration; provided, however, that the Registrable Securities requested by all Holders
to be registered pursuant to such request must have an expected aggregate offering price of (i) at
least $25.0 million in the case of a registration on Form S-1 or any similar registration or (ii)
more than $10.0 million in the case of a registration on Form S-3 or any similar registration.




          (b) Within ten (10) days after receipt of any request pursuant to this Section 2.1, the
Company will give written notice of such request to all other holders of Registrable Securities and
will include in such registration all Registrable Securities with respect to which the Company has
received written requests for inclusion within thirty (30) days after delivery of




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the Company’s notice. All registrations requested pursuant to this Section 2.1 are referred to
herein as “Demand Registrations.”




          2.2 Payment of Expenses for Demand Registrations. The Company will pay all Registration
Expenses (as defined in Section 6 below) for any and all Demand Registrations hereunder.




          2.3 Priority. If a Demand Registration is an underwritten Public Offering and the managing
underwriters advise the Company in writing that in their opinion the inclusion of the number of
Registrable Securities creates a substantial risk that the public offering price will be reduced,
the Company will include in such registration the number of Registrable Securities requested to be
included which in the opinion of such underwriters can be sold without creating such a risk, pro
rata among the respective holders of Registrable Securities on the basis of the number of
Registrable Securities owned by such holders, with further successive pro rata allocations among
the holders of Registrable Securities if any such holder of Registrable Securities has requested
the registration of less than all such Registrable Securities such holder is entitled to register.




          2.4 Restrictions. The Company will not be obligated to effect any Demand Registration
within one hundred eighty (180) days after the effective date of a previous Demand Registration or
of the Company’s initial Public Offering. With respect to any Demand Registration, if (a) the
Company, by decision of its board of directors or similar governing body, reasonably and in good
faith determines that such filing would be materially detrimental to the Company or require a
disclosure of a material fact that might reasonably be expected to have a material adverse effect
on the Company or any plan or proposal by the Company or any of its subsidiaries to engage in any
acquisition or disposition of assets or equity securities (other than in the ordinary course of
business) or any merger, consolidation, tender offer, material financing or other significant
transaction and (b) the Company shall furnish the holders of Registrable Securities who have
requested a Demand Registration a certificate signed by an executive officer of the Company to such
effect, the Company may postpone for up to ninety (90) days the filing or the effectiveness of a
registration statement for a Demand Registration; provided, that the Company may not postpone the
filling or effectiveness of a registration statement for a Demand Registration for more than one
hundred eighty (180) days during any twelve (12) month period.




          2.5 Selection of Underwriters. The holders of a majority of the Registrable Securities
included in any Demand Registration shall have the right to select the investment banker(s) and
manager(s) to administer the offering, subject to the Company’s approval which will not be
unreasonably withheld or delayed.




     3. Piggyback Registration



          3.1 Right to Piggyback. Whenever the Company proposes to register any of its equity
securities under the Securities Act (other than pursuant to a Demand Registration hereunder) and
the registration form to be used may be used for the registration of any Registrable Securities (a
“Piggyback Registration”) (except Forms S-4 or S-8), the Company will give written notice, at least
thirty (30) days prior to the proposed filing of a registration statement, to all holders of the
Registrable Securities of its intention to effect such a registration






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and will use reasonable best efforts to include in such registration all Registrable
Securities (in accordance with the priorities set forth in Sections 3.2 and 3.3 below) with respect
to which the Company has received written requests for inclusion, within twenty (20) days after the
delivery of the Company’s notice, specifying the number of equity securities intended to be
registered.




          3.2 Priority on Piggyback Registrations. If a Piggyback Registration is an underwritten
primary registration on behalf of the Company and the managing underwriters advise the Company in
writing that in their opinion the number of securities requested to be included in the registration
creates a substantial risk that the public offering price will be reduced, the Company will include
in such registration first, the securities that the Company proposes to sell, and second, the
Registrable Securities requested to be included in such registration and any securities entitled to
other registration rights that are pari passu with Registrable Securities (which rights were
granted in compliance with this Agreement), pro rata among the holders of such securities on the
basis of the number of shares which are owned by such holders.




          3.3 Other Registrations. If the Company has previously filed a registration statement with
respect to Registrable Securities pursuant to Section 2 or pursuant to this Section 3, and if such
previous registration has not been withdrawn or abandoned, the Company will not file or cause to be
effected any other registration of any of its equity securities or securities convertible or
exchangeable into or exercisable for its equity securities under the Securities Act (except on Form
S-8 or Form S-4 or any successor forms thereto), whether on its own behalf or at the request of any
holder or holders of such securities, until a period of at least one hundred eighty (180) days has
elapsed from the effective date of such previous registration.




          3.4 Selection of Underwriters. The Company will have the right to select the managing
underwriters to administer the offering of any Piggyback Registration (subject to the approval of a
majority of the Registrable Securities requested to be registered, which approval shall not be
unreasonably withheld or delayed).




          3.5 Limitations on Registrations. The Company shall not register any of its securities for
sale for its own account (other than securities issued to employees of the Company under an
employee benefit plan or securities issued to effect a business combination pursuant to Rule 145
promulgated under the Securities Act and other than a registration on Form S-3) except as a firm
commitment underwriting.




     4. Holdback Agreements



          4.1 Holders’ Agreements. Each Holder agrees, in connection with the initial Public
Offering of the Company’s securities and upon request of the underwriters managing any underwritten
offering of the Company’s securities in which the Holder is a selling securityholder or was offered
the opportunity to participate as a selling securityholder and provided that the underwriter agrees
not to exercise its rights under Section 3.2 with respect to the Holder, not to sell, make any
short sale of, loan, grant any option for the purchase of, or otherwise dispose of any Registrable
Securities (other than those included in the registration, if any, and subject to other customary
exceptions) without the prior written consent of such underwriters, as the case may be, during the
one hundred eighty (180) days following the effective date of a registration






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statement of the Company filed under the Securities Act, and to enter into and be bound by
such form of agreement with respect to, and no more restrictive than, the foregoing as the
underwriter may request (it being understood that if any such agreement with the underwriter(s)
conflicts with the foregoing terms of this paragraph, the terms of such agreement shall govern);
provided that the officers, directors and holders of 5% or more of the Company’s outstanding equity
securities also agree to such restrictions. Nothing herein shall prevent a Holder from transferring
Registrable Securities to a permitted transferee under the Company’s Operating Agreement or
Exchange Agreement provided that the transferees of such Registrable Securities agree to be bound
by the provisions of this Agreement to the extent the transferor would be so bound.




          4.2 Company’s Agreements. The Company agrees not to effect any public sale or distribution
of its equity securities, or any securities convertible into or exchangeable or exercisable for
such securities, during the seven (7) days prior to, and during the one hundred eighty (180) days
following, the effective date of any underwritten Demand Registration or any underwritten Piggyback
Registration (except as part of any such underwritten registration or pursuant to registrations on
Form S-4 or Form S-8 or any successor form), unless the underwriters managing the Public Offering
otherwise agree.




     5. Registration Procedures. Whenever the Holders have requested that any Registrable
Securities be registered pursuant to this Agreement, the Company will use its reasonable best
efforts to effect the registration and sale of such Registrable Securities in accordance with the
intended method of disposition thereof and, pursuant thereto, the Company will as expeditiously as
possible:



          (a) prepare and file with the Commission a registration statement with respect to such
Registrable Securities and use its reasonable best efforts to cause such registration statement to
become effective (provided that before filing a registration statement or prospectus, or any
amendments or supplements thereto, the Company will furnish copies of all such documents proposed
to be filed to the counsel or counsels for the sellers of the Registrable Securities covered by
such registration statement);




          (b) prepare and file with the Commission such amendments and supplements to such registration
statement and the prospectus(es) used in connection therewith as may be necessary to keep such
registration statement effective for a period of one hundred eighty (180) days or until the holder
or holders have finished the distribution described in such registration statement, and comply with
the provisions of the Securities Act with respect to the disposition of all securities covered by
such registration statement during such period in accordance with the intended methods of
disposition by the sellers thereof set forth in such registration statement;




          (c) furnish to each seller of Registrable Securities such number of copies of such
registration statement, each amendment and supplement thereto, the prospectus(es) included in such
registration statement (including each preliminary prospectus) and such other documents as such
seller may reasonably request in order to facilitate the disposition of the Registrable Securities
owned by such seller;




          (d) use its reasonable best efforts to register or qualify such Registrable Securities under
such other securities or blue sky laws of such jurisdictions as any seller





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reasonably requests and do any and all other acts and things which may be reasonably necessary
or advisable to enable such seller to consummate the disposition in such jurisdictions of the
Registrable Securities owned by such seller (provided that the Company will not be required to (i)
qualify generally to do business in any jurisdiction where it would not otherwise be required to
qualify but for this subparagraph, (ii) consent to general service of process in any such
jurisdiction, or (iii) subject it to taxation in any such jurisdiction);




          (e) notify each seller of such Registrable Securities, at any time when a prospectus relating
thereto is required to be delivered under the Securities Act, of the happening of any event as a
result of which the prospectus included in such registration statement contains an untrue statement
of a material fact or omits any fact necessary to make the statements therein not misleading, and,
at the request of any such seller, the Company will prepare a supplement or amendment to such
prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such
prospectus will not contain any untrue statement of a material fact or omit to state any fact
necessary to make the statements therein not misleading;




          (f) cause all such Registrable Securities to be listed on each securities exchange on which
similar securities issued by the Company are then listed or if no such securities are then listed,
such securities exchange as the holders of a majority of the Registrable Securities included in
such registration may request;




          (g) provide a transfer agent, a registrar and a CUSIP number for all such Registrable
Securities not later than the effective date of such registration statement;




          (h) enter into such customary agreements (including underwriting agreements in customary form)
and take all such other customary actions as the holders of a majority of the Registrable
Securities being sold or the underwriters, if any, reasonably request in order to expedite or
facilitate the disposition of such Registrable Securities (including, but not limited to, effecting
a split or a combination of equity interests);




          (i) advise each seller of such Registrable Securities, promptly after it shall receive notice
or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the
effectiveness of such registration statement or the initiation or threatening of any proceeding for
such purpose and promptly use its best efforts to prevent the issuance of any stop order or to
obtain its withdrawal if such stop order should be issued;




          (j) at the request of any seller of such Registrable Securities in connection with an
underwritten offering, furnish on the date or dates provided for in the underwriting agreement: (i)
an opinion of counsel, addressed to the underwriters and the sellers of Registrable Securities,
covering such matters as such counsel, underwriters and sellers may reasonably agree upon,
including such matters as are customarily furnished in connection with an underwritten offering,
and (ii) a letter or letters from the independent certified public accountants of the Company
addressed to the underwriters and the sellers of Registrable Securities, covering such matters as
such accountants, underwriters and sellers may reasonably agree upon, in which letter(s) such
accountants shall state, without limiting the generality of the foregoing, that they are
independent certified public accountants within the meaning of the Securities Act and that in their
opinion the financial statements and other financial data of the Company included in the




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registration statement, the prospectus(es), or any amendment or supplement thereto, comply in
all material respects with the applicable accounting requirements of the Securities Act; and




          (k) make senior executives of the Company reasonably available to assist the underwriters with
respect to, and accompany the underwriters on the so-called “road show”, in connection with the
marketing efforts for, and the distribution and sale of Registrable Shares pursuant to a
registration statement.




     6. Registration Expenses



          6.1 Company’s Expenses. All expenses incident to the Company’s performance of or
compliance with this Agreement, including, but not limited to, all registration and filing fees,
fees and expenses of compliance with securities or blue sky laws, printing expenses, messenger and
delivery expenses, and fees and disbursements of counsel for the Company and all independent
certified public accountants, underwriters (excluding discounts and commissions) and other Persons
retained by the Company (all such expenses being herein called “Registration Expenses”), will be
borne by the Company, provided that the Company shall not be required to pay sales commissions,
discounts or transfer taxes. In addition, the Company will pay its internal expenses (including,
but not limited to, all salaries and expenses of its officers and employees performing legal or
accounting duties), the expense of any annual audit or quarterly review, the expense of any
liability insurance obtained by the Company and the expenses and fees for listing the securities to
be registered on each securities exchange.




          6.2 Holder’s Expenses. In connection with any registration statement in which Registrable
Securities are included, the Company will reimburse the holders of Registrable Securities covered
by such registration for the reasonable cost and expenses incurred by such holders in connection
with such registration, including, but not limited to, reasonable fees and disbursements of one
counsel chosen by the holders of a majority of such Registrable Securities.




     7. Indemnification



          7.1 By the Company. The Company agrees to indemnify, to the extent permitted by law, each
holder of Registrable Securities, its officers, employees and directors and each Person who
controls such holder (within the meaning of the Securities Act) against all losses, claims,
damages, liabilities and expenses (including, but not limited to, attorneys’ fees and expenses)
caused by any untrue or alleged untrue statement of material fact contained in any registration
statement, prospectus or preliminary prospectus, or any amendment thereof or supplement thereto, or
any omission or alleged omission of a material fact required to be stated therein or necessary to
make the statements therein not misleading, except insofar as the same are caused by or contained
in any information furnished in writing to the Company by such holder expressly for use therein or
by such holder’s failure to deliver a copy of the prospectus or any amendments or supplements
thereto after the Company has furnished such holder with a sufficient number of copies of the same.
In connection with an underwritten offering, the Company will indemnify such underwriters, their
officers and directors and each Person who controls such underwriters (within the meaning of the
Securities Act) to the same extent as provided above with respect to the indemnification of the
holders of Registrable Securities. The






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payments required by this Section 7.1 will be made periodically during the course of the
investigation or defense, as and when bills are received or expenses incurred.




          7.2 By Each Holder. In connection with any registration statement in which a Holder is
participating, each such Holder will furnish to the Company in writing such information as the
Company reasonably requests for use in connection with any such registration statement or
prospectus and, to the extent permitted by law, will indemnify the Company, its directors,
employees and officers and each Person who controls the Company (within the meaning of the
Securities Act) against any losses, claims, damages, liabilities and expenses resulting from any
untrue or alleged untrue statement of material fact contained in the registration statement,
prospectus or preliminary prospectus, or any amendment thereof or supplement thereto, or any
omission or alleged omission of a material fact required to be stated therein or necessary to make
the statements therein not misleading, but only to the extent that such untrue statement or
omission is contained in or omitted from any information so furnished in writing by such holder for
the acknowledged purpose of inclusion in such registration statement, prospectus or preliminary
prospectus; provided that the obligation to indemnify will be several, not joint and several, among
such Holders and the liability of each such Holder will be in proportion to and limited in all
events to the net amount received by such Holder from the sale of Registrable Securities pursuant
to such registration statement.




          7.3 Procedure. Each party entitled to indemnification under this Section 7 (the
“Indemnified Party”) shall give written notice to the party required to provide indemnification
(the “Indemnifying Party”) promptly after such Indemnified Party has received written notice of any
claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the
defense of any such claim or any litigation resulting therefrom, provided such counsel for the
Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by
the Indemnified Party (whose approval shall not be unreasonably withheld or delayed). The
Indemnified Party may participate in such defense at such Indemnified Party’s expense; provided,
however, that the Indemnifying Party shall bear the expense of such defense of the Indemnified
Party if (i) the Indemnifying Party has agreed in writing to pay such expenses, (ii) the
Indemnifying Party shall have failed to assume the defense of such claim or employ counsel
reasonably satisfactory to the Indemnified Party, or (iii) in the reasonable judgment of the
Indemnified Party, based upon the written advice of such Indemnified Party’s counsel,
representation of both parties by the same counsel would be inappropriate due to actual or
potential conflicts of interest; provided, however, that in no event shall the Indemnifying Party
be liable for the fees and expenses of more than one counsel for all Indemnified Parties in
connection with any one action or separate but similar or related actions in the same jurisdiction
arising out of the same event, allegations or circumstances. The Indemnified Party shall not make
any settlement without the prior written consent of the Indemnifying Party, which consent shall not
be unreasonably withheld or delayed. The failure of any Indemnified Party to give notice as
provided herein shall relieve the Indemnifying Party of its obligations under this Section 7 only
to the extent that such failure to give notice shall materially adversely prejudice the
Indemnifying Party in the defense of any such claim or any such litigation. No Indemnifying Party,
in the defense of any such claim or litigation, shall, except with the prior written consent of
each Indemnified Party, consent to entry of any judgment or enter into any settlement which does
not include as an unconditional term thereof the giving by the claimant or plaintiff to such






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Indemnified Party of a release from all liability in respect to such claim or litigation in
form and substance reasonably satisfactory to such Indemnified Party.




          7.4 Survival. The indemnification provided for under this Agreement will remain in full
force and effect regardless of any investigation made by or on behalf of the Indemnified Party or
any officer, director or controlling Person of such Indemnified Party and will survive the transfer
of securities.




     8. Contribution. If the indemnification provided for in Section 7 from the Indemnifying
Party is unavailable to or unenforceable by the Indemnified Party in respect to any costs, fines,
penalties, 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 costs, fines, penalties, 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 as a result of the costs, fines, penalties, losses, claims, damages, liabilities and expenses
referred to above shall be deemed to include, subject to the limitations set forth in Section 7,
any legal or other fees or expenses reasonably incurred by such party in connection with any
investigation or proceeding.



     9. Compliance with Rule 144 and Rule 144A. In the event that the Company (a) registers a
class of securities under Section 12 of the Exchange Act, (b) issues an offering circular meeting
the requirements of Regulation A under the Securities Act or (c) commences to file reports under
Section 13 or 15(d) of the Exchange Act, then at the request of any holder of Registrable
Securities who proposes to sell securities in compliance with Rule 144 of the Commission, the
Company will (i) forthwith furnish to such holder a written statement of compliance with the filing
requirements of the Commission as set forth in Rule 144, as such rule may be amended from time to
time and (ii) make available to the public and such holders such information as will enable the
holders of Registrable Securities to make sales pursuant to Rule 144. If the California Public
Employees’ Retirement System is eligible to sell Registrable Securities pursuant to Rule 144, the
Company will promptly take such actions as the California Public Employees’ Retirement System may
reasonably request to permit the California Public Employees’ Retirement System to effect such
sales, including by providing instructions to its transfer agent to deliver to or for the account
of the California Public Employees’ Retirement System of Registrable Securities that are
unlegended. It is understood that opinions of counsel will not be required in connection with such
sales pursuant to Rule 144. References herein to the California Public Employees’ Retirement
System shall be understood to include any of its successors and permitted assigns hereunder, and
references to Rule 144 shall be understood to include any successor to such rule. Unless the
Company is subject to Section 13 or 15(d) of the Exchange Act, the Company will provide to the
holder of Registrable Securities and to any



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prospective purchaser of Registrable Securities under Rule 144A of the Commission, the
information described in Rule 144A(d)(4) of the Commission.




     10. Participation in Underwritten Registrations. No Person may participate in any
registration hereunder which is underwritten unless such Person (a) agrees to sell its securities
on the basis provided in any underwriting arrangements approved by such Person or Persons entitled
hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of
attorney, custody agreements, indemnities, underwriting agreements and other documents reasonably
required under the terms of such underwriting arrangements. The foregoing notwithstanding, with
respect to any of the documents and/or agreements referred to in this Section 10, (i) no holder of
Registrable Securities shall be required to make any representations and warranties with respect to
or on behalf of the Company or any other equity holder of the Company and (ii) the liability of any
holder of Registrable Securities shall be limited as provided in Section 7.2.



     11. Miscellaneous



          11.1 No Inconsistent Agreements. The Company has not entered, and will not hereafter
enter, into any agreement with respect to its securities which is inconsistent with the rights
granted to the holders of Registrable Securities in this Agreement. To the extent that the Company,
on or after the date hereof, grants any superior or more favorable rights or terms to any Person
with respect to the rights granted hereunder and terms provided herein than those provided to the
holders of Registrable Securities as set forth herein, any such superior or more favorable rights
or terms shall also be deemed to have been granted simultaneously to the holders of Registrable
Securities.




          11.2 Adjustments Affecting Registrable Securities. The Company will not take any action, or
permit any change to occur, with respect to its Certificate of Limited Partnership, Operating
Agreement or other governing documents which would reasonably be expected to adversely affect the
ability of the holders of Registrable Securities to include such Registrable Securities in a
registration undertaken pursuant to this Agreement or which would reasonably be expected to
adversely affect the marketability of such Registrable Securities in any such registration.




          11.3 Other Registration Rights. The Company will not hereafter grant to any Person or
Persons the right to request the Company to register any equity securities of the Company, or any
securities convertible or exchangeable into or exercisable for such securities, or to participate
in any registration, which right conflicts or interferes with any of the rights granted hereunder
or to the extent such participation rights provide for the inclusion of securities on a parity with
or prior to the inclusion of Registrable Securities. The Company will not include in any Demand
Registration any securities which are not Registrable Securities (for the purposes of Section 2)
unless and until all Registrable Securities requested to be registered have first been so included.
The Company maintains the right to add, from time to time as the general partner (or if no general
partner exists, the governing body of the Company) acting in its sole discretion deems appropriate,
other holders of the Company’s equity securities or of securities convertible or exchangeable into
or exercisable for the Company’s equity securities to this Agreement as Holders. Upon the execution
of this Agreement by such holder and the Company, such holder




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shall become a Holder hereunder and the equity securities of the Company held by such holder
will be Registrable Securities hereunder.




          11.4 Amendments and Waivers. Except as otherwise expressly provided herein, the provisions
of this Agreement may be amended or waived at any time only by the written agreement of the Company
(or its successor), the California Public Employees’ Retirement System (and any successor or
permitted assign) for so long as it is a holder of Registrable Securities and the holders of a
majority of the Registrable Securities; provided, however, that the provisions of this Agreement
may not be amended or waived without the consent of the holders of all the Registrable Securities
adversely affected by such amendment or waiver if such amendment or waiver adversely affects a
portion of the Registrable Securities but does not so adversely affect all of the Registrable
Securities. Any waiver, permit, consent or approval of any kind or character on the part of any
such holders of any provision or condition of this Agreement must be made in writing and shall be
effective only to the extent specifically set forth in writing. Any amendment or waiver effected in
accordance with this paragraph shall be binding upon each holder of Registrable Securities and the
Company.




          11.5 Successors and Assigns. Except as otherwise expressly provided herein, all covenants
and agreements contained in this Agreement by or on behalf of any of the parties hereto will bind
and inure to the benefit of the respective successors and assigns of the parties hereto, whether so
expressed or not. In addition, and whether or not any express assignment has been made, the
provisions of this Agreement which are for the benefit of the holders of Registrable Securities are
also for the benefit of, and enforceable by, any subsequent holders of such Registrable Securities.




          11.6 Descriptive Headings. The descriptive headings of this Agreement are inserted for
convenience of reference only and do not constitute a part of and shall not be utilized in
interpreting this Agreement.




          11.7 Interpretation. For the avoidance of doubt, references herein to registration statements
relating to mergers or acquisitions and/or registration statements on Form S-4 shall be deemed to
include any registration statement (on Form S-3 or otherwise) covering exclusively the delivery of
Units by the Company or its subsidiaries, from time to time, to holders of other equity securities
of the Company, its subsidiaries or its affiliates in exchange for such other equity securities.




          12. Notices. Any notices required or permitted to be sent hereunder shall be delivered
personally or mailed, certified mail, return receipt requested, or delivered by overnight courier
service to the following addresses, or such other address as any party hereto designates by written
notice to the Company, and shall be deemed to have been given upon delivery, if delivered
personally, three (3) days after mailing, if mailed, or one (1) business day after delivery to the
courier, if delivered by overnight courier service to the Company at 1001 Pennsylvania Avenue,
N.W., Suite 220 South, Washington, D.C. 20004, Attention: General Counsel.




          12.1 GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND DUTIES OF THE PARTIES HERETO SHALL BE
GOVERNED BY THE LAWS OF




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THE STATE OF DELAWARE (WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW).




          12.2 CONSENT TO JURISDICTION. THE COMPANY AND EACH PURCHASER HEREBY IRREVOCABLY AGREE THAT
ANY SUIT, ACTION, PROCEEDING OR CLAIM AGAINST IT ARISING OUT OF OR IN ANY WAY RELATING TO THIS
AGREEMENT OR ANY OF THE RELATED AGREEMENTS, OR ANY JUDGMENT ENTERED BY ANY COURT IN RESPECT
THEREOF, MAY BE BROUGHT OR ENFORCED IN THE STATE OR FEDERAL COURTS LOCATED IN WILMINGTON, DELAWARE
AND THE COMPANY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION
WHICH IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY PROCEEDING BROUGHT IN WILMINGTON, DELAWARE
AND FURTHER IRREVOCABLY WAIVES ANY CLAIMS THAT ANY SUCH PROCEEDING HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM.




          12.3 WAIVER OF JURY TRIAL. EACH PURCHASER AND THE COMPANY HEREBY EXPRESSLY WAIVE ANY RIGHT
TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHT, POWER, OR REMEDY
UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE RELATED AGREEMENTS OR UNDER OR IN
CONNECTION WITH ANY AMENDMENT, INSTRUMENT, DOCUMENT, OR AGREEMENT DELIVERED OR WHICH MAY IN THE
FUTURE BE DELIVERED IN CONNECTION HEREWITH OR THEREWITH OR ARISING FROM ANY RELATIONSHIP EXISTING
IN CONNECTION WITH THIS AGREEMENT OR ANY RELATED AGREEMENT, AND AGREE THAT ANY SUCH ACTION SHALL BE
TRIED BEFORE A COURT AND NOT BEFORE A JURY. THE TERMS AND PROVISIONS OF THIS SECTION CONSTITUTE A
MATERIAL INDUCEMENT FOR THE PARTIES ENTERING INTO THIS AGREEMENT.




          12.4 Reproduction of Documents. This Agreement and all documents relating hereto,
including, but not limited to, (i) consents, waivers, amendments and modifications which may
hereafter be executed, and (ii) certificates and other information previously or hereafter
furnished, may be reproduced by any photographic, photostatic, microfilm, optical disk, micro-card,
miniature photographic or other similar process. The parties agree that any such reproduction shall
be admissible in evidence as the original itself in any judicial or administrative proceeding,
whether or not the original is in existence and whether or not such reproduction was made by a
party in the regular course of business, and that any enlargement, facsimile or further
reproduction of such reproduction shall likewise be admissible in evidence.




          12.5 Remedies. Each of the parties to this Agreement will be entitled to enforce its rights
under this Agreement specifically, to recover damages by reason of any breach of any provision of
this Agreement and to exercise all other rights existing in its favor. The parties hereto agree and
acknowledge that money damages may not be an adequate remedy for any breach of the provisions of
this Agreement and that any party shall be entitled to immediate injunctive relief or specific
performance without bond or the necessity of showing actual




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monetary damages in order to enforce or prevent any violations of the provisions of this
Agreement.




          12.6 Severability. Whenever possible, each provision of this Agreement will be interpreted
in such manner as to be effective and valid under applicable law, but if any provision of this
Agreement is held to be prohibited by or invalid under applicable law, such provision will be
ineffective only to the extent of such prohibition or invalidity, without invalidating the
remainder of this Agreement.




          12.7 Entire Agreement. This Agreement, together with the Purchase Agreement and all other
agreements entered into by the parties hereto pursuant to the Purchase Agreement, constitutes the
complete and final agreement of the parties concerning the matters referred to herein, and
supersedes all prior agreements and understandings.




          12.8 Execution in Counterparts. This Agreement may be executed in any number of
counterparts, each of which when so executed and delivered shall be deemed an original, and such
counterparts together shall constitute one instrument.




[SIGNATURE PAGE FOLLOWS]




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          IN WITNESS WHEREOF, each of the following parties has executed and delivered this Registration
Rights Agreement as of the date first set forth above.




	 	 	 	 	 
	 	THE CARLYLE GROUP L.P.



By: Carlyle Group Management L.L.C., its general

partner

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	CALIFORNIA PUBLIC EMPLOYEES’ RETIREMENT SYSTEM

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title: