Third Amendment to Credit Agreement



 Exhibit 10.14 
  

			
		 	THIRD AMENDMENT AND WAIVER dated as of June 11, 2007 (this “Amendment”) to the Credit Agreement dated as of December 22, 2003 (as amended by the First
Amendment dated as of February 1, 2006, as amended by the Second Amendment dated as of April 26, 2007 and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among BLACKSTONE
GROUP HOLDINGS L.P. (the “Borrower”), the Lenders from time to time parties thereto and JPMORGAN CHASE BANK, N.A. (as successor to JPMorgan Chase Bank), as administrative agent for such Lenders (in such capacity, the
“Administrative Agent”).

 WHEREAS the Borrower has requested that the Lenders (a) waive compliance with the provisions
of the Loan Documents to the extent necessary to permit the initial public offering (the “IPO”) of the shares of common stock of the Blackstone Group L.P. (the “Issuer”) as more fully described in the Amendment
No. 4 to the Form S-1 filed on June 11, 2007 by the Issuer with the SEC, (b) waive any inaccuracies in the representations and warranties set forth in Article III of the Credit Agreement to the extent that such inaccuracies result
from the consummation of the IPO, (c) waive compliance with paragraphs (a) through (e) of Section 5.04, (d) waive compliance with Section 5.10 of Article V and Article VI of the Credit Agreement and
(e) waive compliance with any provision of the Loan Documents to the extent such provision requires the existence of the Borrowing Base, in each case, through (and including) the Waiver Termination Date (as defined below). The waivers described
to in this recital are referred to as the “IPO Waivers”. 
 WHEREAS the Borrower has requested that the Lenders increase the
aggregate Commitments to $1,350,000,000. 
 WHEREAS the Borrower has requested that the Guarantors be released from their obligations under
the Loan Documents. 
 WHEREAS Blackstone Holdings I L.P., Blackstone Holdings II L.P., Blackstone Holdings III L.P., Blackstone Holdings IV
L.P. and Blackstone Holdings V L.P. (collectively, the “New Guarantors”) have agreed to, jointly and severally, guarantee payment of the Loan Document Obligations. 
 WHEREAS the Borrower has requested that the Waiver Termination Date be the date that is 180 days following the consummation of the IPO. 
 WHEREAS the Borrower, each of the Lenders and the Administrative Agent have agreed, on the terms and subject to the conditions set forth herein, to amend
the Credit Agreement and waive compliance with certain provisions of the Credit Agreement, all as set forth herein. 
 NOW, THEREFORE, in
consideration of the above premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 
 SECTION 1. Defined Terms. Each capitalized term used but not defined herein shall have the meaning assigned to it in the Credit Agreement (as
amended hereby). 
 SECTION 2. Amendment to the Credit Agreement. Effective as of the Third Amendment Effective Date (as defined
below), the Credit Agreement is hereby amended as follows: 
 (a) the definitions of “Audited Guarantor Entity” and
“Guarantor” in Section 1.01 of the Credit Agreement are deleted in their entirety and each reference in the Loan Documents to such terms (other than the references in Sections 3.05 and 3.08(b) of the Credit Agreement, which shall
be deleted) is replaced with a reference to the “New Guarantors”. 







 (b) the definitions in Section 1.01 of the Credit Agreement of the terms set forth below are amended
to read in their entirety as follows: 
 “Extended Loan Parties” means the Borrower and the New Guarantors. 
 (c) Section 1.01 of the Credit Agreement is amended to add definitions of the following terms in appropriate alphabetical order: 
 “New Guarantors” means Blackstone Holdings I L.P., Blackstone Holdings II L.P., Blackstone Holdings III L.P., Blackstone Holdings IV
L.P., Blackstone Holdings V L.P. and any other Person that is required to execute or executes a Supplement to the Guarantee Agreement and the Indemnity, Subrogation and Contribution Agreement pursuant to Section 4(c) of the Third Amendment and
Waiver. 
 “New Guarantors’ Partners’ Capital” shall mean, at any time, the combined consolidated partners’
capital of the New Guarantors, determined in accordance with GAAP. 
 “IPO” means the initial public offering of the shares
of common stock of Blackstone Group L.P. 
 “Recourse Indebtedness” means, of any Person, Indebtedness (other than
Indebtedness which is non-recourse to such Person) for borrowed money of such Person which appears on a balance sheet of such Person in accordance with GAAP. 
 “Reorganization Date” means the date on which the corporate reorganization of the Blackstone companies will be consummated preceding the IPO. 
 “Third Amendment and Waiver” means the Third Amendment and Waiver dated as of June 11, 2007 to this Agreement. 
 “Third Amendment Effective Date” means the first date on which the conditions to effectiveness of the Third Amendment and Waiver were
satisfied in accordance with the terms thereof. 
 “Waiver Termination Date” means the date that is 180 days following the
consummation of the IPO. 
 (d) Section 1.01 of the Credit Agreement is amended by adding the following at the end of the definition of
“Applicable Rate”: 
 Notwithstanding the foregoing, the Applicable Rate shall be determined in accordance with Category 2 for
the period from the Reorganization Date to the Waiver Termination Date. 
 (e) Section 1.01 of the Credit Agreement is amended by
deleting the amount “$20,000,000” from the definition of “Material Indebtedness” and substituting therefor the amount “$100,000,000”. 
 (f) Schedule 2.01 to the Credit Agreement is amended to read in its entirety as set forth on Exhibit A hereto. 
 (g) Section 3.06 of the Credit Agreement is amended by deleting the date “December 31, 2002” and substituting therefor the words “the Reorganization Date”. 
 (h) Section 3.11 of the Credit Agreement is amended by deleting the phrase “which are subject to Section 6.02”. 
 (i) Section 5.07 of the Credit Agreement is amended by adding at the end thereof the phrase “; in each case subject to applicable
confidentiality agreements”. 
  

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 (j) Article VII of the Credit Agreement is amended by deleting from paragraph (i) the amount
“$20,000,000” and substituting therefore the amount “$100,000,000”. 
 (k) Article VII of the Credit Agreement is amended
by adding the following paragraph (m): 
 (m) On or prior to the Waiver Termination Date, the Commitments shall not have been terminated and
the Loans and other amounts outstanding hereunder shall not have been paid in full. 
 (l) Section 9.02(b) of the Credit Agreement is
amended by deleting the word “or” before clause (v) and inserting the following at the end of the first proviso: 
 “or
(v) amend or otherwise modify, or waive an Event of Default under paragraph (m) of Article VII without the written consent of each Lender;” 
 SECTION 3. Release of Guarantors. Effective as of the Reorganization Date, the Lenders agree that each of the entities set forth on Exhibit B hereto is hereby released from its obligations as a Guarantor
under the Loan Documents. 
 SECTION 4. Waiver of Certain Provisions; Interim Covenants. 
 (a) Effective as of the Third Amendment Effective Date, the Lenders agree to the IPO Waivers. 
 (b) Within five Business Days after consummation of the IPO or 15 Business Days after the Third Amendment Effective Date, whichever occurs first, the
Borrower shall repay outstanding Loans, and shall reduce the aggregate Commitments, so that after giving effect to such repayment and reduction the aggregate principal amount of Loans and the aggregate Commitments shall not exceed $1,000,000,000.

 (c) From and after the Third Amendment Effective Date, the Borrower shall not permit the total combined Recourse Indebtedness of the New
Guarantors to exceed 100% of the total combined New Guarantors Partners’ Capital at any time. 
 (d) Not later than November 30,
2007, the Borrower shall deliver to the Administrative Agent the unaudited consolidated balance sheet and consolidated statements of income and cash flows of Blackstone Group L.P. showing the financial condition of Blackstone Group L.P. and its
consolidated subsidiaries as of the close of the fiscal quarter ending on September 30, 2007 and the results of its and its consolidated subsidiaries’ operations during such fiscal quarter and the then elapsed portion of the fiscal year
(to the extent available), all certified by a financial officer of Blackstone Group L.P. as fairly presenting the financial condition and results of operations of Blackstone Group L.P. on a consolidated basis in accordance with GAAP consistently
applied, subject to normal year-end audit adjustments and the absence of footnotes. 
 (e) During the period (from and including) the Third
Amendment Effective Date through (and including) the Waiver Termination Date, the Borrower will cause, within 10 Business Days after the organization of any newly created holding company which has substantially the same function as the New
Guarantors such newly created holding company to enter into the Guarantee Agreement and the Indemnity, Subrogation and Contribution Agreement, in each case to the extent entering into such agreement would not result in a material adverse tax or
legal consequences to such newly created holding company or its affiliates. 
 (f) Each of the agreements, covenants and conditions set forth
in paragraphs (b), (c), (d) and (e) above will be deemed to be an agreement, covenant or condition of or applicable to the Borrower under the Credit Agreement, and any failure by the Borrower to observe or perform any such agreement,
covenant or condition will give rise to an Event of Default under paragraph (d) of Article VII of the Credit Agreement. 
 (g) The
amendments and waivers set forth in Sections 2, 4, 5 and 6 of this Amendment will automatically expire and be of no force or effect, with the same effect as if such amendments had never been made or such waivers had never been granted, and without
the necessity of any action by the Administrative Agent or any Lender, on the Waiver Termination Date, except that, notwithstanding the foregoing, the New Guarantors shall continue to guarantee the Loan Document Obligations after the Waiver
Termination Date. 
  

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 (h) The amendments and waivers set forth in Sections 2, 3, 4, 5 and 6 of this Amendment will
automatically expire and be of no force or effect, with the same effect as if such amendments had never been made or such waivers had never been granted, and without the necessity of any action by the Administrative Agent or any Lender, if the IPO
shall not have been consummated within 15 Business Days following the Third Amendment Effective Date. 
 SECTION 5. Amendment to the
Guarantee Agreement. Effective as of the Third Amendment Effective Date, the Guarantee Agreement is hereby amended as follows: 
 (a) the
first sentence of Section 19 of the Guarantee Agreement is amended to read in its entirety as follows: 
 “Pursuant to
Section 4(e) of the Third Amendment and Waiver, certain newly created holding companies are required to enter into this Agreement as a Guarantor on or prior to the time set forth in Section 4(e) of the Third Amendment and Waiver.”

 (b) the second sentence of recital C. of Annex 1 to the Guarantee Agreement is amended to read in its entirety as follows: 
 “Pursuant to Section 4(e) of the Third Amendment and Waiver, certain newly created holding companies are required to enter into this Agreement
as a Guarantor on or prior to the time set forth in Section 4(e) of the Third Amendment and Waiver.” 
 SECTION 6. Amendment to
the Indemnity, Subrogation and Contribution Agreement. Effective as of the Third Amendment Effective Date, the Indemnity, Subrogation and Contribution Agreement is hereby amended as follows: 
 (a) the first sentence of Section 12 of the Indemnity, Subrogation and Contribution Agreement is amended to read in its entirety as follows:

 “Pursuant to Section 4(e) of the Third Amendment and Waiver, certain newly created holding companies are required to enter into
this Agreement on or prior to the time set forth in Section 4(e) of the Third Amendment and Waiver.” 
 (b) the second sentence of
recital C. of Annex 1 to the Indemnity, Subrogation and Contribution Agreement is amended to read in its entirety as follows: 
 “Pursuant to Section 4(e) of the Third Amendment and Waiver, certain newly created holding companies are required to enter into this Agreement as a Guarantor on or prior to the time set forth in Section 4(e) of the Third
Amendment and Waiver.” 
 SECTION 7. Representations and Warranties. The Borrower hereby represents and warrants to the
Administrative Agent and the Lenders that after giving effect hereto: 
 (a) this Amendment has been duly authorized, executed and delivered
by it, and each of this Amendment and the Credit Agreement as amended hereby constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms; 
 (b) no Default or Event of Default has occurred and is continuing; and 
 (c) all representations and warranties of the Borrower contained in the Credit Agreement are true and correct in all material respects as of the date hereof (except with respect to representations and warranties
expressly made only as of an earlier date, which representations were true and correct in all material respects as of such earlier date, and except to the extent such representations and warranties have been waived by the Lenders in accordance with
Section 4 hereof). 
  

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 SECTION 8. Effectiveness. This Amendment shall become effective as of the first date (the
“Third Amendment Effective Date”) on which: 
 (a) the Administrative Agent shall have received counterparts hereof duly
executed and delivered by the Borrower and each of the Lenders; 
 (b) the Administrative Agent shall have received such favorable written
opinions (addressed to the Administrative Agent and the Lenders and dated the Third Amendment Effective Date) of Simpson Thacher & Bartlett LLP, counsel for the Extended Loan Parties, as it shall reasonably request relating to this
Amendment, the Guarantee Agreement, the Indemnity, Subrogation and Contribution Agreement, the Extended Loan Parties and the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Administrative Agent. The
Extended Loan Parties hereby request such counsel to deliver such opinions. 
 (c) the Administrative Agent shall have received such
documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Extended Loan Party, the authorization of this Amendment, the Guarantee Agreement, the
Indemnity, Subrogation and Contribution Agreement, and the transactions contemplated hereby and any other legal matters relating to the Extended Loan Parties, the Loan Documents or the transactions contemplated hereby, all in form and substance
reasonably satisfactory to the Administrative Agent; 
 (d) the Administrative Agent (or its counsel) shall have received from each New
Guarantor a counterpart of the Supplement to the Guarantee Agreement signed on behalf of such New Guarantor; and 
 (e) the Administrative
Agent (or its counsel) shall have received from each New Guarantor a counterpart of the Supplement to the Indemnity, Subrogation and Contribution Agreement signed on behalf of such New Guarantor. 
 SECTION 9. No Other Amendments; Confirmation. 
 (a) Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Administrative Agent or the Lenders under the Credit
Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified
and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle any Extended Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions,
obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment shall apply and be effective only with respect to the provisions of the Loan Documents
specifically referred to herein. This Amendment shall constitute a Loan Document. 
 (b) On and after the Third Amendment Effective Date,
each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import, and each reference to the Credit Agreement in any other Loan Document, shall be deemed a
reference to the Credit Agreement (as amended hereby). 
 SECTION 10. Expenses. The Borrower agrees to reimburse the Administrative
Agent for its reasonable out-of-pocket expenses in connection with this Amendment, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent. 
 SECTION 11. Governing Law; Counterparts. 
 (a) This Amendment and the rights and obligations of the parties hereto shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York. 
  

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 (b) This Amendment may be executed by one or more of the parties to this Amendment on any number of
separate counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument. This Amendment may be delivered by facsimile transmission or other electronic imaging means of the relevant signature pages
hereof. 
 SECTION 12. Headings. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise
affect the meaning hereof. 
 IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment and Waiver to be duly executed and
delivered by their duly authorized officers as of the day and year first above written. 
  

					
	BLACKSTONE GROUP HOLDINGS L.P.,
	by	 	 Blackstone Group Holdings L.L.C.
 its General
Partner,

			
		 		 	 /s/ Stephen A. Schwarzman

		 	Name:	 	Stephen A. Schwarzman
		 	Title:	 	Chairman and Chief Executive Officer
	
	JPMORGAN CHASE BANK, N.A. as Administrative Agent and a Lender,
		
	by	 	 /s/ Riva L. Brandt

	Name:	 	Riva L. Brandt
	Title:	 	Executive Director
	
	 To approve this Amendment:
 NAME OF
INSTITUTION:
 CREDIT SUISSE, CAYMAN ISLANDS BRANCH

		
	by	 	 /s/ Alain Daoust

	Name:	 	Alain Daoust
	Title:	 	Director
		
	by	 	 /s/ Denise L. Alvarez

	Name:	 	Denise L. Alvarez
	Title:	 	Associate
	
	 Name of Institution:
 Bank of America, N.A.


		
	by	 	 /s/ David H. Strickert

	Name:	 	David H. Strickert
	Title:	 	Senior Vice President
	
	 Name of Institution:
 Citicorp North America
Inc.

		
	by	 	 /s/ Alex Duka

	Name:	 	Alex Duka
	Title:	 	Managing Director


  

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	 Name of Institution:
 Deutsche Bank Trust
Company Americas

		
	by	 	 /s/ Susan LeFevre

	Name:	 	Susan LeFevre
	Title:	 	Director
		
	by	 	 /s/ Evelyn Thierry

	Name:	 	Evelyn Thierry
	Title:	 	Vice President
	
	 Name of Institution:
 Greenwich Capital
Markets, Inc.,
 as agent for the Royal Bank of Scotland plc

		
	by	 	 /s/ Fergus Smail

	Name:	 	Fergus Smail
	Title:	 	Vice President
	
	 Name of Institution:
 UBS Loan Finance LLC


		
	by	 	 /s/ Richard L. Tavrow

	Name:	 	Richard L. Tavrow
	Title:	 	Director, Banking Products Services, US
		
	by	 	 /s/ David B. Julie

	Name:	 	David B. Julie
	Title:	 	Associate Director, Banking Products Services, US


 EXHIBIT A 
 SCHEDULE 2.01 
  

				
	 Lender
	  	Commitment
	 JPMorgan Chase Bank, N.A. (as successor to JPMorgan Chase Bank)
	  	$	288,000,000
	 Credit Suisse
	  	$	202,500,000
	 Bank of America, N.A.
	  	$	202,500,000
	 Citicorp North America Inc.
	  	$	202,500,000
	 Deutsche Bank Trust Company Americas
	  	$	202,500,000
	 The Royal Bank of Scotland PLC
	  	$	126,000,000
	 UBS Loan Finance LLC
	  	$	126,000,000
		  	 	 
		  	$	1,350,000,000
		  	 	 

 EXHIBIT B 
 Released Entities 
 Blackstone Alternative Asset Management L.P. 
 Blackstone Management Partners L.L.C. 
 Blackstone Management Partners III
L.L.C. 
 Blackstone Management Partners IV L.L.C. 
  

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 Blackstone Communications Advisors I L.L.C. 
 BRE Advisors II L.L.C. 
 BRE Advisors IV L.L.C. 
 BRE Advisors International L.L.C. 
 BMEZ Advisors L.L.C. 
 BCLO Advisors L.L.C. 
 Blackstone H.F. Associates L.L.C. 
 Blackstone H.F. Advisors L.P. 
 BMEZ Advisors II L.L.C. 
 BRE Advisors International II L.L.C. 
 Blackstone Management Partners V L.L.C 
 BRE Advisors V L.L.C. 
 Blackstone DD Advisors L.L.C. 
 Blackstone DD Associates L.L.C. 
  

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