Exhibit 10.7


FORM OF EXCHANGE AGREEMENT


EXCHANGE AGREEMENT (the “Agreement”),
dated as of
                     ,
2007, among The Blackstone Group L.P., 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 the Blackstone Holdings Limited Partners from
time to time party hereto.


WHEREAS, the parties hereto
desire to provide for the exchange of certain Blackstone Holdings Partnership
Units for Common Units, on the terms and subject to the conditions set forth
herein;


WHEREAS, the right to
exchange Blackstone Holdings Partnership Units set forth in Section 2.1(a)
below, once exercised, represents a several, and not a joint and several,
obligation of the Blackstone Holdings Partnerships (on a pro rata
basis), and no Blackstone Holdings Partnership shall have any obligation or
right to acquire Blackstone Holdings Partnership Units issued by another
Blackstone Holdings Partnership;


NOW, THEREFORE, in
consideration of the mutual covenants and undertakings contained herein and for
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:


ARTICLE I



DEFINITIONS


SECTION 1.1.   Definitions


The following definitions
shall be for all purposes, unless otherwise clearly indicated to the contrary,
applied to the terms used in this Agreement.


“A Exchange” has the
meaning set forth in Section 2.1(a)(i) of this Agreement.


“Agreement” has the
meaning set forth in the preamble of this Agreement.


“B Exchange” has the
meaning set forth in Section 2.1(a)(i)(ii) of this Agreement.


“Blackstone Holdings I”
means Blackstone Holdings I L.P., a limited partnership formed under the laws
of the State of Delaware, and any successor thereto.


“Blackstone Holdings II”
means Blackstone Holdings II L.P., a limited partnership formed under the laws
of the State of Delaware, and any successor thereto.


“Blackstone Holdings I/II
General Partner” means Blackstone Holdings I/II GP Inc., a corporation
formed under the laws of the State of Delaware and the general partner of
Blackstone Holdings I and Blackstone Holdings II, and any successor general
partner thereof.


“Blackstone Holdings III”
means Blackstone Holdings III L.P., a limited partnership formed under the laws
of the State of Delaware, and any successor thereto.


 


 

















“Blackstone Holdings III
General Partner” means Blackstone Holdings III GP L.L.C., a limited
liability company formed under the laws of the State of Delaware and the
general partner of Blackstone Holdings III, and any successor general partner
thereof.


“Blackstone Holdings IV”
means Blackstone Holdings IV L.P., a société en commandite formed under the
laws of the Province of Québec, and any successor thereto.


“Blackstone Holdings IV
General Partner” means Blackstone Holdings IV GP L.P., a limited
partnership formed under the laws of the State of Delaware and the general
partner of Blackstone Holdings IV, and any successor general partner thereof.


“Blackstone Holdings V”
means Blackstone Holdings V L.P., a société en commandite formed under the laws
of the Province of Québec, and any successor thereto.


“Blackstone Holdings V
General Partner” means Blackstone Holdings V GP L.P., a société en
commandite formed under the laws of the Province of Québec and the general
partner of Blackstone Holdings V, and any successor general partner thereof.


“Blackstone Holdings
General Partners” means, collectively, Blackstone Holdings I/II General
Partner, Blackstone Holdings III General Partner, Blackstone Holdings IV
General Partner and Blackstone Holdings V General Partner.


“Blackstone Holdings
Limited Partner” means each Person that is as of the date of this Agreement
or becomes from time to time a limited partner of each of the Blackstone
Holdings Partnerships pursuant to the terms of the Blackstone Holdings
Partnership Agreements.


“Blackstone Holdings
Partnership Agreements” means, collectively, the Amended and Restated
Limited Partnership Agreement of Blackstone Holdings I, the Amended and
Restated Limited Partnership Agreement of Blackstone Holdings II, the Amended
and Restated Limited Partnership Agreement of Blackstone Holdings III, the
Amended and Restated Limited Partnership Agreement of Blackstone Holdings IV
and the Amended and Restated Limited Partnership Agreement of Blackstone
Holdings V, as they may each be amended, supplemented or restated from time to
time.


“Blackstone Holdings
Partnership Unit” means, collectively, one unit of partnership interest in
each of Blackstone Holdings I, Blackstone Holdings II, Blackstone Holdings III,
Blackstone Holdings IV and Blackstone Holdings V, issued pursuant to their
respective Blackstone Holdings Partnership Agreements.


“Blackstone Holdings
Partnerships” means, collectively, Blackstone Holdings I, Blackstone
Holdings II, Blackstone Holdings III, Blackstone Holdings IV and Blackstone
Holdings V.


“Business Day” means
each day that is not a Saturday, Sunday or other day on which banking
institutions in New York, New York are authorized or required by law to close.


 


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“Charity” means any
organization that is organized and operated for a purpose described in Section
170(c) of the Code (determined without reference to Section 170(c)(2)(A) of the
Code) and described in Sections 2055(a) and 2522 of the Code.


“Code” means the
Internal Revenue Code of 1986, as amended.


“Common Unit” means a
partnership interest in the Issuer representing a fractional part of the
partnership interests in the Issuer of all limited partners of the Issuer
having the rights and obligations specified with respect to Common Units in the
Issuer Partnership Agreement.


“Exchange Rate” means
the number of Common Units for which a Blackstone Holdings Partnership Unit is
entitled to be exchanged.  On the date of
this Agreement, the Exchange Rate shall be 1 for 1, which Exchange Rate shall
be subject to modification as provided in Section 2.4.


“IPO” means the
initial public offering and sale of Common Units, as contemplated by the Issuer’s
Registration Statement on Form S-1 (File No. 333-141504).


“Issuer” means The
Blackstone Group L.P., a limited partnership formed under the laws of the State
of Delaware, and any successor thereto.


“Insider Trading Policy”
means the Insider Trading Policy of the Issuer applicable to the directors and
executive officers of its general partner, as such insider trading policy may
be amended from time to time.


“Issuer Partnership
Agreement” means the Amended and Restated Agreement of Limited Partnership
of the Issuer to be dated substantially concurrently with the consummation of
the IPO, as such agreement of limited partnership may be amended, supplemented
or restated from time to time.


“Person” means an
individual or a corporation, limited liability company, partnership, joint
venture, trust, estate, unincorporated organization, association (including any
group, organization, co-tenanacy, plan, board, council or committee),
government (including a country, state, county, or any other governmental or political
subdivision, agency or instrumentality thereof) or other entity (or series
thereof).


“Quarter” means,
unless the context requires otherwise, a fiscal quarter of the Issuer.


“Quarterly Exchange Date”
means, unless the Issuer cancels such Quarterly Exchange Date pursuant to
Section 2.9 hereof, the date that is the later to occur of either: (1) the
second Business Day after the date on which the Issuer makes a public news
release of its quarterly earnings for the prior Quarter or (2) the first day
each Quarter that directors and executive officers of the Issuer’s general
partner are permitted to trade under the Insider Trading Policy; provided that
there shall be no Quarterly Exchange Date prior to the first anniversary of the
closing of the IPO.


“Sale Transaction”
has the meaning set forth in Section 2.9 of this Agreement.


 


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“Transfer Agent”
means such bank, trust company or other Person as shall be appointed from time
to time by the Issuer pursuant to the Issuer Partnership Agreement to act as
registrar and transfer agent for the Common Units.


ARTICLE II



EXCHANGE OF
BLACKSTONE HOLDINGS PARTNERSHIP UNITS


SECTION 2.1.  
Exchange
of Blackstone Holdings Partnership Units.


(a)           Subject to adjustment as provided in
this Article II, to the provisions of the Blackstone Holdings Partnership
Agreements and the Issuer Partnership Agreement and to the provisions of
Section 2.2 hereof, each Blackstone Holdings Limited Partner shall be entitled
to exchange Blackstone Holdings Partnership Units held by such Blackstone
Holdings Limited Partner on any Quarterly Exchange Date as follows; provided
that any such exchange is for a minimum of the lesser of 1,000 Blackstone
Holdings Partnership Units or all of the Blackstone Holdings Partnership Units
held by such Blackstone Holdings Limited Partner:


(i)            For the purpose of making a
gratuitous transfer to any Charity, a Blackstone Holdings Limited Partner may
surrender Blackstone Holdings Partnership Units to the Issuer in exchange for
the delivery by the Issuer of a number of Common Units equal to the product of
the number of Blackstone Holdings Partnership Units surrendered multiplied
by the Exchange Rate (such exchange, an “A Exchange”); or


(ii)           A Blackstone Holdings Limited Partner
may surrender Blackstone Holdings Partnership Units to the Blackstone Holdings
Partnerships in exchange for the delivery by the Blackstone Holdings
Partnerships of a number of Common Units equal to the product of such number of
Blackstone Holdings Partnership Units surrendered multiplied by the
Exchange Rate (such exchange, a “B Exchange”).


(b)           On the date Blackstone Holdings
Partnership Units are surrendered for exchange, all rights of the exchanging
Blackstone Holdings Limited Partner as holder of such Blackstone Holdings
Partnership Units shall cease, and such exchanging Blackstone Holdings Limited
Partner shall be treated for all purposes as having become the Record Holder
(as defined in the Issuer Partnership Agreement) of such Common Units and shall
be admitted as a Limited Partner (as defined in the Issuer Partnership
Agreement) of the Issuer in accordance and upon compliance with Section 10.2 of
the Issuer Partnership Agreement.


(c)           For the avoidance of doubt, any
exchange of Blackstone Holdings Partnership Units shall be subject to the
provisions of the Blackstone Holdings Partnership Agreements, including without
limitation the provisions of Sections 8.01, 8.03 and 8.04.


SECTION 2.2.   Exchange Procedures. (a)  A Blackstone Holdings Limited Partner may
exercise the right to exchange Blackstone Holdings Partnership Units set forth
in Section 2.1(a) above by providing a written notice of exchange at least
sixty (60) days prior to the applicable Quarterly Exchange Date to: (i) in the
case of an A Exchange, the Issuer substantially in the form of Exhibit A
hereto, and (ii) in the case of a B Exchange, each of the Blackstone Holdings
General Partners substantially in the form of Exhibit B hereto, duly
executed by such holder or such holder’s duly authorized attorney in respect of
the Blackstone Holdings Partnership Units to be exchanged, in each case
delivered during normal business hours


 


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at
the principal executive offices of the Issuer or the Blackstone Holdings
General Partners, as applicable.


(b)           As promptly as practicable following
the surrender for exchange of Blackstone Holdings Partnership Units in the
manner provided in this Article II, the Issuer, in the case of an A Exchange,
or the Blackstone Holdings Partnerships, in the case of a B Exchange, shall
deliver or cause to be delivered at the principal executive offices of the
Issuer or at the office of the Transfer Agent the number of Common Units
issuable upon such exchange, issued in the name of such exchanging
Blackstone Holdings Limited Partner.


(c)           The Issuer, in the case of an A
Exchange, or the Blackstone Holdings Partnerships, in the case of a B Exchange,
may adopt reasonable procedures for the implementation of the exchange
provisions set forth in this Article II, including, without limitation,
procedures for the giving of notice of an election for exchange.


SECTION 2.3.   Blackout
Periods and Ownership Restrictions.


(a)           Notwithstanding anything to the
contrary, a Blackstone Holdings Limited Partner shall not be entitled to
exchange Blackstone Holdings Partnership Units, and the Issuer and the
Blackstone Holdings Partnerships shall have the right to refuse to honor any
request for exchange of Blackstone Holdings Partnership Units, (i) at any time
or during any period if the Issuer or the Blackstone Holdings Partnerships
shall determine, based on the advice of counsel (which may be inside counsel),
that there may be material non-public information that may affect the trading
price per Common Unit at such time or during such period, (ii) if such exchange
would be prohibited under applicable law or regulation, or (iii) unless the
general partner of the Issuer provides its prior written consent, in the case
of a Category 1 Limited Partner, Category 2 Limited Partner, Category 3 Limited
Partner, Category 4 Limited Partner, or Category 5 Limited Partner (in each
case as defined in the Blackstone Holdings Partnership Agreements), if such
Blackstone Holdings Limited Partner, at the time of such request for exchange,
is, for U.S. federal income tax purposes, a partner of the Issuer.


SECTION 2.4.   Splits,
Distributions and Reclassifications. 



(a)           The Exchange Rate shall be adjusted accordingly if there
is: (1) any subdivision (by split, distribution, reclassification,
recapitalization or otherwise) or combination (by reverse split,
reclassification, recapitalization or otherwise) of the Blackstone Holdings
Partnership Units that is not accompanied by an identical subdivision or
combination of the Common Units; or (2) any subdivision (by split,
distribution, reclassification, recapitalization or otherwise) or combination
(by reverse split, reclassification, recapitalization or otherwise) of the
Common Units that is not accompanied by an identical subdivision or combination
of the Blackstone Holdings Partnership Units. In the event of a
reclassification or other similar transaction as a result of which the Common
Units are converted into another security, then a Blackstone Holdings Limited
Partner shall be entitled to receive upon exchange the amount of such security
that such Blackstone Holdings Limited Partner would have received if such
exchange had occurred immediately prior to the effective date of such
reclassification or other similar transaction. Except as may be required in the
immediately preceding sentence, no 


 


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adjustments in respect of distributions shall be
made upon the exchange of any Blackstone Holdings Partnership Unit.


SECTION 2.5.   Common
Units to be Issued.  


(a)           The Issuer covenants that if any Common Units require
registration with or approval of any governmental authority under any U.S.
federal or state law before such Common Units may be issued upon exchange
pursuant to this Article II, the Issuer shall use commercially reasonable
efforts to cause such Common Units to be duly registered or approved, as the
case may be. The Issuer shall use commercially reasonable efforts to list the
Common Units required to be delivered upon exchange prior to such delivery upon
each national securities exchange or inter-dealer quotation system upon which
the outstanding Common Units may be listed or traded at the time of such
delivery. Nothing contained herein shall be construed to preclude the Issuer or
the Blackstone Holdings Partnership from satisfying their obligations in
respect of the exchange of the Blackstone Holdings Partnership Units by
delivery of Common Units which are held in the treasury of the Issuer or the
Blackstone Holdings Partnership or any of their subsidiaries.


SECTION 2.6.   Taxes.  


(a)           The delivery of Common Units upon
exchange of Blackstone Holdings Partnership Units shall be made without charge
to the Blackstone Holdings Limited Partners for any stamp or other similar tax
in respect of such issuance.


SECTION 2.7.   Restrictions.



(a)           The provisions of Sections 8.02, 8.03
(other than paragraphs (a), (b) and (d)), 8.04 and 8.06 of the Blackstone
Holdings Partnership Agreements shall apply, mutatis mutandis, to any
Common Units issued upon exchange of Blackstone Holdings Partnership Units; and
the provisions of paragraphs (b) and (d) of Section 8.03 of the Blackstone
Holdings Partnership Agreements shall permit Transfers of Common Units issued
upon exchange of Blackstone Holdings Partnership Units to the same extent as
Exchange Transactions (as defined in the Blackstone Holdings Partnership
Agreements) with respect to Blackstone Holdings Partnership Units may be
permitted under such provisions. In each case, the provisions of Sections 8.03
and 8.04 of the Blackstone Holdings Partnership Agreements shall apply in the
aggregate to Blackstone Holdings Partnership Units and Common Units received in
exchange for Blackstone Holdings Partnership Units held by each Blackstone
Holdings Limited Partner or Limited Partner (as defined in the Issuer
Partnership Agreement) of the Issuer.


SECTION 2.8.   Disposition
of Common Units Issued.  


(a)           A Blackstone Holdings Limited Partner
requesting an exchange under this Agreement covenants to use reasonable best
efforts to sell or otherwise dispose of any Common Units received in such an
exchange within ten (10) days of the receipt thereof or any specified shorter
period as the general partner of the Issuer determines to be in the best
interests of the Issuer, and that no other Common Units will be acquired or
held by such Blackstone Holdings Limited Partner during such period.  Any Blackstone Holdings Limited Partner
holding any Common Units on the last day of such period shall cause all such
Common Units to be 


 


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transferred immediately to a
partnership, trust or other entity (other than an entity disregarded as an
entity separate from its parent for United States federal income tax purposes).


SECTION 2.9.   Subsequent
Offerings.


(a)           The Issuer may from time to time
provide the opportunity for Blackstone Holdings Limited Partners to sell their
Blackstone Holdings Partnership Units to the Issuer, the Blackstone Holdings
Partnerships or any of their subsidiaries (a “Sale Transaction”);
provided that no Sale Transaction shall occur unless the Issuer cancels the
nearest Quarterly Exchange Date scheduled to occur in the same fiscal year of
the Issuer as such Sale Transaction.  A
Blackstone Limited Partner selling Blackstone Holdings Partnership Units in
connection with a Sale Transaction must provide notice to Issuer at least
thirty (30) days prior to the cash settlement of such Sale Transaction in respect of
the Blackstone Holdings Partnership Units to be sold, in each case delivered
during normal business hours at the principal executive offices of the Issuer.  For the avoidance of doubt, the total
aggregate number of Quarterly Exchange Dates and Sale Transactions occurring
during any fiscal year of the Issuer shall not exceed four (4).


ARTICLE III



GENERAL PROVISIONS


SECTION 3.1.   Amendment.
(a)  The provisions of this Agreement may
be amended by the affirmative vote or written consent of: (i) in the case of
matters relating solely to A Exchanges, the Issuer and each of the Blackstone
Holdings Partnerships and, after a Change of Control (as such term as defined
in the Blackstone Holdings Partnership Agreements), the holders of at least a
majority of the Vested Percentage Interests (as such term as defined in the Blackstone
Holdings Partnership Agreements) of the holders of Blackstone Holdings
Partnership Units (excluding Blackstone Holdings Partnership Units held by the
Issuer and the Blackstone Holdings General Partners), and (ii) for all other
matters, each of the Blackstone Holdings Partnerships and, after a Change of
Control (as such term as defined in the Blackstone Holdings Partnership
Agreements), the holders of at least a majority of the Vested Percentage
Interests (as such term as defined in the Blackstone Holdings Partnership
Agreements) of the Blackstone Holdings Partnership Units (excluding Blackstone
Holdings Partnership Units held by the Issuer and the Blackstone Holdings
General Partners).


(b)           Each Blackstone Holdings Limited
Partner hereby expressly consents and agrees that, whenever in this Agreement
it is specified that an action may be taken upon the affirmative vote or
written consent of less than all of the Blackstone Holdings Limited Partners,
such action may be so taken upon the concurrence of less than all of the
Blackstone Holdings Limited Partners and each Blackstone Holdings Limited
Partner shall be bound by the results of such action.


SECTION 3.2.   Addresses
and 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,


 


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return
receipt requested) to the respective parties at the following addresses (or at
such other address for a party as shall be as specified in a notice given in
accordance with this Section 3.2):


(a)  If to the Issuer, to:


345 Park Avenue

New York, New York 10154

Attention: Chief Legal Officer

Fax: (212) 583-5258

Electronic Mail: friedman@blackstone.com


 


(b)  If to      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., to:


 


345 Park Avenue


New York, New York, 10154


Attention: Chief Legal Officer


Fax: (212) 583-5258


Electronic Mail: friedman@blackstone.com


 


(c)  If to any Blackstone Holdings Limited
Partner, to:


c/o The Blackstone Group L.P.

345 Park Avenue

New York, New York 10154

Attention: Chief Legal Officer

Fax: (212) 583-5258

Electronic Mail: friedman@blackstone.com


 


SECTION 3.3.   Further
Action. The parties shall execute and deliver all documents, provide all
information and take or refrain from taking action as may be necessary or
appropriate to achieve the purposes of this Agreement.


SECTION 3.4.   Binding
Effect. This Agreement shall be binding upon and inure to the benefit of
all of the parties and, to the extent permitted by this Agreement, their
successors, executors, administrators, heirs, legal representatives and
assigns.


SECTION 3.5.   Severability.  If any term or other provision of this
Agreement is held to be invalid, illegal or incapable of being enforced by any
rule of law, or public policy, all other conditions and provisions of this
Agreement shall nevertheless remain in full force and effect so long as the
economic or legal substance of the transactions is not affected in any manner
materially adverse to any party. Upon a determination that any term or other
provision is invalid, illegal or incapable of being enforced, the parties
hereto shall negotiate in good faith to modify this Agreement so as to effect
the original intent of the parties as closely as possible in a


 


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mutually
acceptable manner in order that the transactions contemplated hereby be
consummated as originally contemplated to the fullest extent possible.


SECTION 3.6.   Integration.
This Agreement constitutes the entire agreement among the parties hereto
pertaining to the subject matter hereof and supersedes all prior agreements and
understandings pertaining thereto.


SECTION 3.7.   Waiver.
No failure by any party to insist upon the strict performance of any covenant,
duty, agreement or condition of this Agreement or to exercise any right or
remedy consequent upon a breach thereof shall constitute waiver of any such
breach of any other covenant, duty, agreement or condition.


SECTION 3.8.   Submission to Jurisdiction; Waiver of
Jury Trial.


(a)           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) shall be finally settled by arbitration conducted by a single
arbitrator in New York in accordance with the then-existing Rules of
Arbitration of the International Chamber of Commerce. If the parties to the
dispute fail to agree on the selection of an arbitrator within thirty (30) days
of the receipt of the request for arbitration, the International Chamber of
Commerce shall make the appointment.  The
arbitrator shall be a lawyer and shall conduct the proceedings in the English
language.  Performance under this
Agreement shall continue if reasonably possible during any arbitration
proceedings.


(b)           Notwithstanding the provisions of
paragraph (a), in the case of matters relating to an A Exchange, the Issuer may
bring, and in the case of matters relating to a B Exchange, the Blackstone
Holdings Partnerships may cause any Blackstone Holdings Partnership to bring,
on behalf of the Issuer or such Blackstone Holdings Partnership or on behalf of
one or more Blackstone Holdings Limited Partners, an action or special
proceeding in any court of competent jurisdiction for the purpose of compelling
a party to arbitrate, seeking temporary or preliminary relief in aid of an
arbitration hereunder, and/or enforcing an arbitration award and, for the
purposes of this paragraph (b), each Blackstone Holdings Limited Partner (i)
expressly consents to the application of paragraph (c) of this Section 3.8 to
any such action or proceeding, (ii) 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, and (iii)
irrevocably appoints the Issuer, in the case of matters relating to an A
Exchange, or the Blackstone Holdings Partnerships, in the case of matters
relating to a B Exchange, as such Blackstone Holdings Limited Partner’s agents
for service of process in connection with any such action or proceeding and
agrees that service of process upon such agent, who shall promptly advise such
Blackstone Holdings Limited Partner of any such service of process, shall be
deemed in every respect effective service of process upon the Blackstone Holdings
Limited Partner in any such action or proceeding.


(c)           (i)            EACH
BLACKSTONE HOLDINGS LIMITED PARTNER HEREBY IRREVOCABLY SUBMITS TO THE
JURISDICTION OF COURTS LOCATED IN


 


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NEW YORK, NEW YORK FOR THE
PURPOSE OF ANY JUDICIAL PROCEEDING BROUGHT IN ACCORDANCE WITH THE PROVISIONS OF
THIS SECTION 3.8, OR ANY JUDICIAL PROCEEDING ANCILLARY TO AN ARBITRATION OR
CONTEMPLATED ARBITRATION ARISING OUT OF OR RELATING TO OR CONCERNING THIS
AGREEMENT. Such ancillary judicial proceedings include any suit, action or
proceeding to compel arbitration, to obtain temporary or preliminary judicial
relief in aid of arbitration, or to confirm an arbitration award. 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.


(ii)           The parties hereby waive, to the
fullest extent permitted by applicable law, any objection which they now or
hereafter may have to personal jurisdiction or to the laying of venue of any
such ancillary suit, action or proceeding brought in any court referred to in
the preceding paragraph of this Section 3.8 and such parties agree not to plead
or claim the same.


(d)           Notwithstanding any provision of this
Agreement to the contrary, this Section 3.8 shall be construed to the maximum
extent possible to comply with the laws of the State of Delaware, including the
Delaware Uniform Arbitration Act (10 Del. C. § 5701 et  seq.) (the “Delaware Arbitration Act”).  If, nevertheless, it shall be determined by a
court of competent jurisdiction that any provision or wording of this Section
3.8, including any rules of the International Chamber of Commerce, shall be
invalid or unenforceable under the Delaware Arbitration Act, or other
applicable law, such invalidity shall not invalidate all of this Section
3.8.  In that case, this Section 3.8
shall be construed so as to limit any term or provision so as to make it valid
or enforceable within the requirements of the Delaware Arbitration Act or other
applicable law, and, in the event such term or provision cannot be so limited,
this Section 3.8 shall be construed to omit such invalid or unenforceable
provision.


SECTION 3.9.   Counterparts.
This Agreement may be executed and delivered (including by facsimile
transmission) in one or more counterparts, and by the different parties hereto
in separate counterparts, each of which when executed and delivered shall be
deemed to be an original but all of which taken together shall constitute one
and the same agreement. Copies of executed counterparts transmitted by telecopy
or other electronic transmission service shall be considered original executed
counterparts for purposes of this Section 3.9.


SECTION
3.10.   Tax Treatment. To the extent this Agreement imposes
obligations upon a particular Blackstone Holdings Partnership or a Blackstone
Holdings General Partner, this Agreement shall be treated as part of the
relevant Blackstone Holdings  Partnership Agreement as described in
Section 761(c) of the Code and Sections 1.704-1(b)(2)(ii)(h) and 1.761-1(c) of
the Treasury Regulations. As required by the Code and the Treasury Regulations,
the parties shall report any B Exchange consummated hereunder, in the case of
Blackstone Holdings I, Blackstone Holdings II and Blackstone
Holdings V as a taxable sale of Blackstone Holdings Partnership Units by a
Blackstone Holdings Limited Partner to Blackstone Holdings I/II General Partner
and Blackstone Holdings V General Partner, and in the case of Blackstone
Holdings III and IV, as a tax-free exchange of Blackstone Holdings
Partnership Units, and no party shall take a contrary position on any income
tax return, amendment thereof or communication with a taxing authority.


SECTION 3.11.   Applicable
Law. This Agreement shall be governed by, and construed in accordance with,
the law of the State of Delaware.


 


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IN WITNESS WHEREOF, the
parties have caused this Agreement to be duly executed and delivered, all as of
the date first set forth above.


	
   

  	
  THE
  BLACKSTONE GROUP L.P.

  
	
   

  	
  By:
  Blackstone Group Management L.L.C., its general partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  BLACKSTONE
  HOLDINGS I L.P.

  
	
   

  	
  By:
  Blackstone Holdings I/II GP Inc., its general partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  BLACKSTONE
  HOLDINGS II L.P.

  
	
   

  	
  By:
  Blackstone Holdings I/II GP Inc., its general partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  BLACKSTONE
  HOLDINGS III L.P.

  
	
   

  	
  By:
  Blackstone Holdings III GP L.L.C., its general partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
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  BLACKSTONE
  HOLDINGS IV L.P.

  
	
   

  	
  By:
  Blackstone Holdings IV GP L.P., its general partner

  
	
   

  	
  By:
  Blackstone Holdings IV GP Management L.L.C., its general partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
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  BLACKSTONE
  HOLDINGS V L.P.

  
	
   

  	
  By:
  Blackstone Holdings V GP L.P., its general partner

  
	
   

  	
  By:
  Blackstone Holdings V GP Management (Delaware) L.P., its general partner

  
	
   

  	
  By:
  Blackstone Holdings V GP Management L.L.C., its general partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
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  [LIMITED
  PARTNERS]

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
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EXHIBIT A


[FORM OF]

NOTICE OF A EXCHANGE


The Blackstone Group L.P.


345 Park Avenue


New York, New York 10154


Attention: Chief Legal
Officer


Fax: (212) 583-5258


Electronic Mail:
friedman@blackstone.com


 


Reference
is hereby made to the Exchange Agreement, dated as of
                        ,
2007 (the “Exchange Agreement”), among The Blackstone Group L.P.,
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 the
Blackstone Holdings Limited Partners from time to time party thereto, as
amended from time to time.  Capitalized
terms used but not defined herein shall have the meanings given to them in the
Exchange Agreement.


 


The
undersigned Blackstone Holdings Limited Partner desires to exchange the number
of Blackstone Holdings Partnership Units set forth below in the form of
exchange selected below to be issued in its name as set forth below.


 


Legal Name of Blackstone
Holdings Limited Partner: __________________________________


Address:
______________________________________________________________________


Number of Blackstone
Holdings Partnership Units to be exchanged: _______________________


The undersigned (1) hereby
represents that the Blackstone Holdings Partnership Units set forth above are
owned by the undersigned, (2) hereby exchanges such Blackstone Holdings
Partnership Units for Common Units as set forth in the Exchange Agreement, (3)
hereby irrevocably constitutes and appoints any officer of the Blackstone
Holdings Partnerships, the Blackstone Holdings General Partners, the Issuer or
Blackstone Group Management L.L.C. as its attorney, with full power of
substitution, to exchange said Blackstone Holdings Partnership Units on the
books of the Blackstone Holdings Partnerships for Common Units on the books of
the Issuer, with full power of substitution in the premises.


 


 

















 


IN
WITNESS WHEREOF the undersigned, by authority duly given, has caused this
Notice of Exchange to be executed and delivered by the undersigned or by its
duly authorized attorney.


 


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
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  Dated:

  	
   

  	
   

  	
   

  
				



 

















 


EXHIBIT B


[FORM OF]

NOTICE OF B EXCHANGE


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.


345 Park Avenue


New York, New York, 10154


Attention: Chief Legal
Officer


Fax: (212) 583-5258


Electronic Mail:
friedman@blackstone.com


 


Reference
is hereby made to the Exchange Agreement, dated as of
                        ,
2007 (the “Exchange Agreement”), among The Blackstone Group L.P.,
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 the
Blackstone Holdings Limited Partners from time to time party thereto, as
amended from time to time.  Capitalized
terms used but not defined herein shall have the meanings given to them in the
Exchange Agreement.


 


The
undersigned Blackstone Holdings Limited Partner desires to exchange the number
of Blackstone Holdings Partnership Units set forth below in the form of
exchange selected below to be issued in its name as set forth below.


 


Legal Name of Blackstone
Holdings Limited Partner: __________________________________


Address:
______________________________________________________________________


Number of Blackstone
Holdings Partnership Units to be exchanged: _______________________


The undersigned (1) hereby
represents that the Blackstone Holdings Partnership Units set forth above are
owned by the undersigned, (2) hereby exchanges such Blackstone Holdings
Partnership Units for Common Units as set forth in the Exchange Agreement, (3)
hereby irrevocably constitutes and appoints any officer of the Blackstone
Holdings Partnerships, the Blackstone Holdings General Partners, the Issuer or
Blackstone Group Management L.L.C. as its attorney, with full power of
substitution, to exchange said Blackstone Holdings Partnership Units on the
books of the Blackstone Holdings Partnerships for Common Units on the books of
the Issuer, with full power of substitution in the premises.


 


 


 

















 


IN
WITNESS WHEREOF the undersigned, by authority duly given, has caused this
Notice of Exchange to be executed and delivered by the undersigned or by its
duly authorized attorney.


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  
	
  Dated: