Exhibit 10.12





May
22, 2007


 


Beijing Wonderful Investments Ltd


Building 2


No. 1 Naoshikou Avenue


Xicheng District, Beijing


China


Attention: Dr. Jesse Wang


 


Dear Mr. Wang:


 


Reference is made to
Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-141504)
(the “Registration Statement”) filed May 1, 2007 by The Blackstone Group L.P.,
a Delaware limited partnership (“Blackstone”), with the U.S. Securities and
Exchange Commission (the “Commission”) relating to the initial public offering
(“Initial Offering”) of Common Units of Blackstone.  This letter agreement is to confirm our
agreement relating to the purchase by Beijing Wonderful Investments, Ltd, a company
incorporated under the laws of the People’s Republic of China, (such entity, or
its permitted assignee, to the extent this letter agreement is assigned to such
permitted assignee, “Investor”), subject to and concurrently with the
consummation of the Initial Offering, of certain Common Units of Blackstone for
an aggregate purchase price of US$3,000,000,000 (subject to reduction as
described below), on the terms and subject to the conditions set forth herein.
Unless otherwise defined herein, including in Appendix I hereto, capitalized
terms are used herein as defined in the Amended and Restated Agreement of
Limited Partnership of Blackstone, in the form filed with the Commission from
time to time and as it may be further amended, supplemented, restated or
modified from time to time in accordance with its terms (the “Blackstone
Partnership Agreement”).


In furtherance of the foregoing, the parties hereto agree as follows:


 


1.            Purchase.


(a)           Upon the terms and subject to the conditions of this
letter agreement, at the Closing (as defined below), Investor shall purchase
from Blackstone, and Blackstone shall issue, sell, transfer and deliver to
Investor, a number of Common Units (the “Purchased Units”) equal to the
Purchased Units Amount (as defined below), free and clear of all liens or
encumbrances (other than those created by virtue of this letter agreement or
the Blackstone


 


 

















 


Partnership
Agreement).  In consideration for the
issuance and sale of the Purchased Units, against delivery thereof to Investor,
and upon the terms and subject to the conditions of this Agreement, at the
Closing Investor shall pay or cause to be paid to Blackstone by wire transfer
in immediately available funds to an account designated by Blackstone an
aggregate amount of US$3,000,000,000 or such lesser amount as is necessary such
that Investor shall receive at the Closing Purchased Units which represent a
number of Common Units equal to, but not exceeding, the Investor Ownership
Limitation Percentage (the “Purchased Units Consideration”).


(b)           For purposes of this Agreement, (i) the “Purchased Units
Amount” shall mean the quotient of (x) the Purchased Units Consideration divided by (y) the product of (A) 95.5% (expressed as a
decimal) multiplied by (B) the price per Common
Unit offered to the public in the Initial Offering; and (ii) “Investor Ownership Limitation Percentage” means Beneficial Ownership
(whether direct or indirect) of 9.99% of the outstanding Common Units
(calculated as if all Blackstone Holdings Partnership Units had been exchanged
for Common Units but disregarding any equity incentive awards or other Common Unit
Equivalents).


2.            Closing;
Conditions.


(a)           The closing of
the sale and purchase of the Purchased Units (the “Closing”) shall take place,
subject to the conditions set forth in paragraph 2(b) below, concurrently with
the consummation of the Initial Offering at the offices of Simpson Thacher
& Bartlett LLP, China Merchants Tower, 29th Floor, 118 Jianguo
Road, Chaoyang District, Beijing, People’s Republic of China 100022 or at such
other place as Blackstone and Investor may mutually agree.


(b)           The Closing shall
be conditioned upon and subject to the satisfaction (or waiver by Investor and
Blackstone) of the following conditions:


(i)                    the purchase by the
underwriters for offer to the public in the Initial Offering of Common Units
with an aggregate purchase price (based on the price per Common Unit offered to
the public in the Initial Offering) of not less than $2,500,000,000; and


(ii)                   the entrance by Blackstone
and Investor into a registration rights agreement, substantially in the form
attached hereto as Exhibit A (the “Registration Rights Agreement” and together
with this letter agreement, the “Transaction Agreements”).


(c)           For the
avoidance of doubt, the accuracy of any of the representations and warranties
set forth in paragraphs 8, 9 and 10 hereof shall not be a condition to the
Closing.


3.            Restrictions
on Transfers of Purchased Units.


(a)           Without limiting the restrictions on
Transfer (as defined below) of Partnership Interests of Blackstone set forth in
the Blackstone Partnership Agreement, Investor shall not, prior to the fourth
anniversary (such date, the “Initial Lockup Date”) of the date of consummation
of the Initial Offering, directly or indirectly, transfer, sell, hedge, assign,
gift, pledge, encumber, hypothecate, mortgage, exchange or otherwise dispose of
by operation of law


 


2

















 


or otherwise (“Transfer”)
(other than a Transfer (i) permitted in accordance with paragraph 3(c) or 3(d)
and 3(e) below or (ii) required by, and in accordance with, paragraph 4(b)
below) any of the Purchased Units without the prior written consent of the
general partner of Blackstone. 
Notwithstanding the foregoing, Blackstone agrees that, prior to the
Initial Lockup Date, Investor may pledge, hypothecate, mortgage or otherwise
encumber, the Purchased Units; provided that
(x) prior to entry into any such pledge, hypothecation, mortgage or other
encumbrance, Investor shall cause the pledgee to enter into a written agreement
for the benefit of Blackstone pursuant to which such pledgee shall agree not to
enter into any hedging transaction in respect of Blackstone Securities (as
defined below) in connection with such pledge, hypothecation, mortgage or
encumbrance of Purchased Units by Investor; (y) the pledgee shall not have any voting
power with respect to such pledged, hypothecated, mortgaged or encumbered
Common Units; and (z) such pledge, hypothecation, mortgage or encumbrance does
not allow any Transfer (including, without limitation, the transfer, sale,
assignment, gift, exchange, or other disposal) that would be in violation of
this letter agreement or the Blackstone Partnership Agreement, it being
expressly understood and agreed that any margin call, foreclosure or similar
action with respect to such pledged, hypothecated, mortgaged or encumbered
Common Units shall constitute a Transfer in violation of this letter agreement.


(b)           From and after the Initial Lockup
Date, Investor shall be permitted to Transfer, subject to compliance with the
applicable terms and conditions of this letter agreement and the Blackstone
Partnership Agreement, the Purchased Units; provided that
in no event shall Investor Transfer Purchased Units representing more than
one-third (1/3) of the aggregate number of Purchased Units acquired by Investor
as of the Closing (such number of Purchased Units, the “Partial Transfer Amount”)
in any of the 365-day (or 366-day, if a leap year) periods ending on the first,
second and third anniversaries of the Initial Lockup Date; and provided further  that Investor shall notify
Blackstone in advance of any proposed Transfers of the Purchased
Units.  Notwithstanding the first proviso in the foregoing
sentence, if in any such 365-day (or 366-day, if applicable) period Investor does
not Transfer the full Partial Transfer Amount permitted to be Transferred
during such period, then, during any subsequent period, Investor shall be
permitted to Transfer such remainder of the Partial Transfer Amount for such
prior period and the Partial Transfer Amount applicable to such subsequent
period, subject to the requirements of this paragraph 3(b).


(c)           Notwithstanding anything to the contrary herein or in the Blackstone
Partnership Agreement, Investor shall be permitted to Transfer any or all of
the Purchased Units after the date on which any Change of Control occurs.  A “Change of Control” shall mean (i) the
acquisition by any Person or any group of Persons (other than the Existing
Management Professionals (as defined below)) acting together which would
constitute a group (a “Group”) for purposes of Section 13(d) of the Securities
Exchange Act of Beneficial Ownership of at least 51% of all outstanding
Blackstone Securities (calculated on a fully-diluted basis and as if all
Blackstone Holdings Partnership Units had been exchanged for Common Units);
(ii) the reorganization, merger or consolidation of Blackstone with respect to
which all of the Persons who were the respective Beneficial Owners of
Blackstone Securities immediately prior to such reorganization, merger or
consolidation do not, following such reorganization, merger or consolidation,
beneficially own, directly or indirectly, more than 50% of the aggregate
outstanding Blackstone Securities resulting from such reorganization, merger or
consolidation; (iii) the direct or indirect sale or other disposition, in one
or a series of transactions, of assets 


 


3

















 


representing all or substantially all of the assets of Blackstone to any
third Person or Group;  (iv) Stephen A. Schwarzman, Peter G. Peterson, Hamilton E. James, J.
Tomilson Hill and Michael A. Puglisi and all other Senior Managing Directors of
Blackstone, its general partner and their subsidiaries as of the date of the
consummation of the Initial Offering (collectively, the “Existing Management
Professionals”) ceasing to own, in the aggregate, at least 25% of the Common
Units owned by such Persons immediately following the consummation of the
Initial Offering (calculated on a fully-diluted basis and as if all Blackstone
Holdings Partnership Units had been exchanged for Common Units); or (v) the
entrance into any definitive agreement, the fulfilment of which would result in
the occurrence of any of the events described in clauses (i) through (iv) of
this paragraph 3(c).


(d)           Notwithstanding anything to the contrary in this Agreement, in
connection with the Transfer (other than a pledge, hypothecation, mortgage or
encumbrance), in one or a series of related transactions, by Existing
Management Professionals to a single Person or Group of Blackstone Securities
representing in the aggregate at least 51% of the outstanding Common Units of
Blackstone (calculated on a fully-diluted basis and as if all Blackstone
Holdings Partnership Units had been exchanged for Common Units) at any time
prior to the fourth anniversary of the Closing in a transaction exempt from
registration under the Securities Act and any similar applicable state
securities laws (a “Tag-Along Sale”), prior to the consummation thereof,
Investor shall be afforded the opportunity to join in such Transfer on a pro
rata basis, as provided in paragraph 3(e) below.


(e)           Prior to consummation of the Tag-Along Sale, the Existing Management
Professionals proposing to Transfer Blackstone Securities in the Tag-Along Sale
(the “Tag-Along Sellers”) shall cause the Person or Group that proposes to
acquire such Blackstone Securities (the “Proposed Purchaser”) to offer in
writing (the “Tag-Along Offer”) to purchase Common Units owned by Investor,
such that the number of Common Units so offered to be purchased from Investor
shall be equal to the product obtained by multiplying the aggregate number of
Blackstone Securities proposed to be purchased by the Proposed Purchaser
(calculated on a fully-diluted basis and as if all Blackstone Holdings
Partnership Units had been exchanged for Common Units) by such Investor’s Pro
Rata Portion. In addition, the Tag-Along Offer shall set forth the
consideration for which the Tag-Along Sale is proposed to be made and all other
material terms and conditions of the Tag-Along Sale.   If the Tag-Along Offer is accepted by Investor
within five Business Days after receipt of the Tag-Along Offer, then the number
of Blackstone Securities to be sold to the Proposed Purchaser by the Tag-Along
Sellers (calculated on a fully-diluted basis and as if all Blackstone Holdings
Partnership Units had been exchanged for Common Units) shall be reduced by the
number of Common Units to be purchased by the Proposed Purchaser from Investor.
The purchase from Investor shall be made on the same terms and conditions
(including timing of receipt of consideration and choice of consideration, if
any) as the Proposed Purchaser shall have offered to purchase Blackstone
Securities to be sold by the Tag-Along Sellers, and the Investor shall
otherwise be required to Transfer the Common Units upon the same terms,
conditions, and provisions as the Tag-Along Sellers, including making the same representations, warranties,
covenants, indemnities and agreements that the Tag-Along Sellers agree to make.  “Pro Rata Portion”
shall mean, with reference to the Investor, at any time, a fraction, the
numerator of which is the number of Common Units then held by Investor, and the
denominator of which is the aggregate number of Blackstone Securities then held
by the Tag-


 


4

















 


Along Sellers taken together (calculated on a fully-diluted basis and as
if all Blackstone Holdings Partnership Units had been exchanged for Common
Units).


(f)            Any attempt to Transfer any
Purchased Units in violation of the terms of this letter agreement or the
Blackstone Partnership Agreement shall be null and void, and none of
Blackstone, its general partner or any transfer agent shall register upon its
books any Transfer of Purchased Units by Investor to any Person except a
Transfer which is not in violation of this letter agreement or the Blackstone
Partnership Agreement.


4.            Restrictions
on Purchases of Blackstone Securities.


(a)           Investor shall not, and Investor
shall not permit any of its Affiliates to (i) directly or indirectly, acquire
by any means whatsoever Beneficial Ownership of any Blackstone Holdings
Partnership Units, Limited Partner Interests, any security or obligation which
is by its terms, whether directly or indirectly, convertible into or exchangeable
or exercisable for Limited Partner Interests, and any option, warrant or other
subscription or purchase right with respect to Limited Partner Interests, or
any other securities of the Blackstone Holdings Partnerships or Blackstone
(collectively, “Blackstone Securities”) other than the Purchased Units (other
than pursuant to an in-kind distribution of Blackstone Securities or an equity
dividend by Blackstone in respect of the Purchased Units), provided
that, the foregoing notwithstanding, to the extent that Investor and its
Affiliates Beneficially Own, in the aggregate, Blackstone Securities
representing Beneficial Ownership of Blackstone Securities that is less than
the Investor Ownership Limitation Percentage, Investor may acquire additional
Common Units in the open market so long as immediately after any such
acquisition, Investor’s and its Affiliates’ Beneficial Ownership of Blackstone
Securities does not exceed the Investor Ownership Limitation Percentage, and provided further that upon any such permitted acquisition of
Common Units other than the Purchased Units, such additional Common Units shall
be deemed to be, and shall be treated as, Purchased Units for all purposes
under this Agreement;  (ii) make any
public announcement of, or submit to Blackstone or the Board of Directors (or
any similar governing body) of its general partner, a proposal or offer (with
or without conditions) with respect to any acquisition, directly or indirectly,
by Investor or its Affiliates of Beneficial Ownership of any such Blackstone
Securities; or (iii) directly or indirectly, solicit, initiate or knowingly
facilitate or knowingly encourage, advise, act as a financing source for or
otherwise invest in or join any third Person or Group in connection with any
acquisition of, bid for control of or proxy solicitation relating to
Blackstone.  After the Initial Lockup
Date, to the extent Investor desires to increase its holdings in Blackstone,
Blackstone and Investor shall consider in good faith any such proposed
investment.  With respect to any Person,
an “Affiliate” means any other Person that directly, or indirectly through one
or more intermediaries, controls, is controlled by or is under common control
of such first Person; provided that,
the foregoing and anything to the contrary in the Blackstone Partnership
Agreement notwithstanding, it is understood and agreed that with respect to
Investor, its Affiliates shall be deemed to consist only of the entity which
the People’s Republic of China (“PRC”) will establish in the future under the
direct control of the State Council of the PRC to act as the investment vehicle
with respect to the PRC’s foreign exchange reserves and that will be the
shareholder of Central SAFE Investment Co (such entity, “State InvestCo”),
Central SAFE Investment Co, any successor of any of the foregoing Persons, and
any other Persons controlled by any of the foregoing (“control” for these
purposes (and for the general definition of Affiliate) meaning the direct or
indirect power to direct or cause the 


 


5

















 


direction of the management
and policies of another Person, whether by operation of law or regulation,
through ownership of securities, as trustee or executor or in any other
manner), except for any bank or banking institution controlled by State
InvestCo or Central SAFE Investment Co but only to the extent that
any Blackstone Securities in the possession of such bank or banking institution
were obtained in the ordinary course of its business and not as part of a plan
to avoid the restrictions or obligations imposed by this letter agreement (all of the
above Affiliates of Investor, together with Investor, the “State InvestCo Group”).


(b)           If at any time Investor or any of its
Affiliates or Blackstone or any of its Affiliates becomes aware that Investor
and its Affiliates Beneficially Own, in the aggregate, Blackstone Securities
representing more than the Investor Ownership Limitation Percentage (other than
to the extent the same is a result of events other than any purchases of
securities by Investor and/or its Affiliates prohibited by paragraph 4(a)(i)
above), then Investor and its Affiliates shall, as soon as is reasonably
practicable, take all action reasonably necessary (including, without
limitation, selling Common Units on the open market (subject to compliance with
the last sentence of this paragraph 4(b)) or to Blackstone or any of its
Affiliates) to reduce the number of Blackstone Securities Beneficially Owned by
them to a number that results in the Investor and its Affiliates (collectively)
Beneficially Owning Blackstone Securities representing no more than the
Investor Ownership Limitation Percentage, and solely to the extent required to
comply with this paragraph 4(b), the Transfer restrictions set forth in
paragraph 3 above shall not apply. 
Notwithstanding anything herein to the contrary, in the event that
Investor or its Affiliates are required to Transfer Purchased Units in order to
reduce their collective Beneficial Ownership so as to not exceed the Investor
Ownership Limitation Percentage, then Investor or its Affiliates, as
applicable, shall first offer such Purchased Units to Blackstone for purchase
(at a price equal to the average closing price for the Common Units for the ten
trading days prior to such offer) prior to Transferring any Blackstone
Securities to any third Person.


5.            No
Voting of Blackstone Securities. The Blackstone
Partnership Agreement shall provide that Investor and its Affiliates shall not
be entitled to any voting rights whatsoever in respect of any Purchased
Units.  For the avoidance of doubt, such
prohibition shall apply only to Investor and its Affiliates and shall not
attach to Purchased Units upon any Transfer by Investor or its Affiliates to a
third Person not in violation of the terms of this letter agreement or the
Blackstone Partnership Agreement.


6.             Restrictions on Comparable
Investments.  At any time
from the date hereof until the date of the first anniversary of consummation of
the Initial Offering, Investor shall obtain the prior written consent of
Blackstone in connection with any investment by Investor or its Affiliates
(including, without limitation, by way of or through formation of a joint
venture), anywhere in the world, in any Person primarily engaged in the
sponsorship or management of alternative asset funds or vehicles
(including any private equity funds, real estate opportunity funds, hedge
funds, funds of hedge funds, mezzanine funds, senior debt vehicles
or open- or closed-end mutual funds investing in alternative asset
classes) other than through the purchase of the Purchased Units; provided that nothing in this paragraph 6 shall limit
Investor’s right to invest in any commercial or investment banking institution,
insurance company, or securities trading business, notwithstanding the fact
that such Person may sponsor or manage alternative asset funds.


 


6

















 


7.             Future Investments. 
Investor and Blackstone agree to explore in good faith potential
arrangements pursuant to which Investor or its Affiliates would invest in or
commit to fund amounts to current and future investment funds managed by
Blackstone or its Affiliates.   Investor shall evaluate in good faith and
consider investing in any comparable funds or vehicles offered by Blackstone
and its Affiliates in connection with any investment Investor makes in
alternative asset funds or vehicles.


8.             General
Representations and Warranties of the Parties.  Each of
Investor and Blackstone represents and warrants, as of the date hereof and as
of the date of the Closing, to the other party hereto as follows:


(a)           Such party is an entity duly
organized or formed, validly existing and in good standing under the laws of
its jurisdiction of organization or formation and has taken all action
necessary on the part of such party (and, to the extent applicable, its
members, partners or equityholders have taken all necessary required action)
for the authorization, execution and delivery of this letter agreement and the
performance of all obligations of such party hereunder.


(b)           This letter agreement constitutes,
and when entered into by such party and the other parties thereto, the
Registration Rights Agreement will constitute, a valid and legally binding
obligation of such party, enforceable against such party in accordance with its
terms, subject to laws of general application relating to bankruptcy,
insolvency and the relief of debtors and rules of law governing specific
performance, injunctive relief or other equitable remedies.


(c)           The execution, delivery and
performance of the Transaction Agreements does not and will not (i) conflict
with or result in any breach of any of, constitute a default under, or result
in a violation of any law, rule, regulation or judgment applicable to such
party, (ii) conflict with, or result in a breach of the organizational
documents of such party, (iii) violate or conflict in any material respect
with, or result in a material breach of any provision of, or constitute a
material default under, or result in the creation of any material lien or
encumbrance upon any of the material assets of such party (other than the
Purchased Units) under, any of the terms, conditions or provisions of any
material agreement or other obligation of such party.


9.             Representations
and Warranties of Investor.  Investor
represents and warrants, as of the date hereof and as of the date of the
Closing, to Blackstone as follows:


(a)           Investor is acquiring the Purchased
Units for Investor’s own account, “solely for the purpose of investment”
(within the meaning set forth in 31 C.F.R. §800.219), and not with a view to
distributing or reselling the Purchased Units in any transaction that would be
in violation of any United States federal or state securities laws.  Investor further represents that it does not
have any contract, undertaking, agreement or arrangement with any Person, other
than any entity in the State InvestCo Group, to Transfer to any third Person
any of the Purchased Units.


(b)           Investor understands that the Purchased
Units have not been registered under the Securities Act, or registered or
qualified under the securities laws of any state of the United States, and that
Investor may not sell or otherwise Transfer Purchased Units unless such
Purchased Units are subsequently registered under the Securities Act and
registered or qualified 


 


7

















 


under applicable United
States state securities laws, or unless an exemption is available that permits
the sale or Transfer without such registration and qualification.


10.           Representations
and Warranties of Blackstone.  Except with respect to the representation
contained in paragraph 10(c), which shall be made only as of the date of the
Closing, Blackstone represents and warrants, as of the date hereof and as of
the date of the Closing, to Investor as follows:


(a)           The Purchased Units to be issued to
Investor at the Closing pursuant to the terms of this letter agreement have
been duly and validly authorized and when such Purchased Units are issued to
Investor in accordance with the terms of this letter agreement, all of such
Purchased Units will be validly issued and will be delivered to Investor free
and clear of all liens and encumbrances (other than pursuant to this letter
agreement and the Blackstone Partnership Agreement).


(b)           The Registration Statement, if and
when declared effective by the Commission (the “Effective Statement”), will
comply in all material respects with the applicable provisions of the
Securities Act and the rules and regulations promulgated thereunder and will
not contain an untrue statement of a material fact and will not omit to state
any material fact required to be stated therein or necessary in order to make
the statements therein, in light of the circumstances under which they were
made, not misleading.


(c)           The representations and warranties
contained in the underwriting agreement (the “Underwriting Agreement”) entered
into by Blackstone and the underwriters on or about the date of the Effective
Statement for the purchase by the underwriters of Common Units for offer to the
public in the Initial Offering, will be true and correct as of the date of the
Closing, except to the extent that the failure of such representations and
warranties to be true and correct would not have a material adverse effect on
the business, operations, assets or financial condition of Blackstone and its
subsidiaries, taken as a whole, excluding, for the purposes of determining
whether a material adverse effect has occurred, any effect resulting from,
arising out of or in connection with any of the following, occurring after the
date of the Underwriting Agreement: (i) general political, economic, industry
or market events, occurrences, developments, circumstances or conditions, or
the securities, credit or financial markets in general, (ii) changes in
applicable laws, regulations or accounting standards, principles or
interpretations, (iii) the engagement by any country in hostilities, whether
commenced before or after the date hereof, and whether or not pursuant to the
declaration of a national emergency or war, or (iv) the occurrence of any
terrorist attack.


11.           Rights
Relative to certain other Issuances.  If at any time following the date hereof and for a
period of one year after the date of the Closing, Blackstone proposes to issue
any Blackstone Securities representing 5% or more of the Common Units
(calculated on a fully-diluted basis and as if all Blackstone Holdings
Partnership Units had been exchanged for Common Units) in a transaction exempt
from registration under the Securities Act and any similar applicable state
securities laws to a Person (other than an underwriter, initial purchaser (as
such term is commonly used in transactions pursuant to Rule 144A of the
Securities Act) or any Person acting in a similar capacity) (such Person, a “New
Strategic Investor”), on terms which are more favourable, in the aggregate
(taking into account (a) discount to the then current 


 


8

















 


market price, (b) lockup provisions and other
restrictions on Transfer, (c) anti-dilution rights, and (d) any other rights or
obligations, contractual or otherwise, granted to or imposed on the New
Strategic Investor in connection with such issuance), as determined by mutual
agreement of Investor and the Board of Directors of Blackstone’s general
partner, than the terms provided to Investor pursuant to this letter agreement
and the Blackstone Partnership Agreement, then Blackstone shall not consummate
any such issuance unless Blackstone offers to the Investor modifications to the
terms hereof and/or to the Blackstone Partnership Agreement sufficient, as
determined by mutual agreement of Investor and the Board of Directors of
Blackstone’s general partner, to ensure that the terms offered to the New
Strategic Investor are not more favourable in the aggregate than those provided
herein and in the Blackstone Partnership Agreement as so modified.


12.           Registration
Rights.  Each
of Investor and Blackstone covenants
to the other party hereto that it will enter into the Registration Rights
Agreement immediately prior to the Closing.


13.           Indemnification.  Notwithstanding anything to
the contrary in this letter agreement, Blackstone shall indemnify and hold
harmless Investor from and against all losses, costs, claims, damages,
liabilities, expenses (including reasonable attorneys’ and accountants’ fees,
costs of investigation, costs of suit and costs of appeal), fines and penalties
actually incurred arising out of or relating to any breach of the
representations and warranties made by Blackstone herein.


14.           Miscellaneous.  Blackstone shall afford Investor a
reasonable opportunity in which to review and comment on any description of
Investor and/or the transactions contemplated by this letter agreement that is
to be included in any amendment to the Registration Statement filed after the
date hereof.


Blackstone acknowledges that
Investor is conducting an analysis of the tax implications of this transaction
and agrees that Blackstone and Investor will, in good faith, cooperate and, at
the sole discretion and judgment of Blackstone, implement tax efficiency
measures; provided that any such measures will not
in any way relieve Investor from its obligation hereunder (subject to the terms
and conditions hereof) to purchase Common Units or otherwise require Blackstone
to alter the investment structure contemplated in this letter agreement and
provided further that any such measures shall not result in any adverse
economic impact on Blackstone nor in the delay of the Initial Offering.


Neither this letter
agreement nor any provision hereof may be amended, modified or waived except by
an instrument in writing signed by the parties hereto.  The failure or delay of any party to enforce
or exercise any rights under any of the provisions of this letter agreement
shall in no way be construed as a waiver of such provisions and shall not
affect the right of such party thereafter to enforce or exercise any rights
under each and every provision of this letter agreement in accordance with its
terms.  The rights and remedies herein
provided shall be cumulative and not exclusive of any rights or remedies
provided by law.


This
letter agreement and the Blackstone Partnership Agreement contain the full and
entire understanding and agreement among the parties hereto with regard to the
subject 


 


9

















 


matters hereof and thereof
and supersede all prior understandings and agreements, written or oral,
relating to the matters set forth herein and therein.  Neither this letter agreement nor any of
their rights hereunder shall be assigned by any of the parties hereto without
the prior written consent of the other parties, except (i) as expressly set
forth herein or (ii) with respect to the Investor, to any Affiliate who
executes a written agreement in form and substance reasonably satisfactory to
Blackstone agreeing to be bound by the terms and conditions of this letter
agreement and the Blackstone Partnership Agreement to the same extent as
Investor and provided that no such assignment shall relieve Investor of its
obligations hereunder.


Any term or provision of
this letter agreement which is invalid or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such invalidity
or unenforceability without rendering invalid or unenforceable the remaining
terms and provisions of this letter agreement or affecting the validity or
enforceability of any of the terms or provisions of this letter agreement in
any other jurisdictions, it being intended that all rights and obligations of
the parties hereunder shall be enforceable to the fullest extent permitted by
law.


This letter agreement and
the rights and obligations of the parties hereunder shall be governed by, and
construed and interpreted in accordance with, the laws of the State of New
York, and shall inure to the benefit of, and be binding upon and inure to the
benefit of the parties hereto and their respective successors.  Each
party to this letter agreement hereby irrevocably and unconditionally, with
respect to any matter or dispute arising under, or in connection with, this
letter agreement and the transactions contemplated hereby (i) submits
for itself and its property in any legal action or proceeding relating to this
letter agreement, or for recognition and enforcement of any judgment in respect
thereof, to the exclusive general jurisdiction of the courts of the State of
New York, the courts of the United States of America for the Southern District
of New York, and any appellate courts thereof (and covenants not to commence
any legal action or proceeding in any other venue or jurisdiction); (ii)
consents that any such action or proceeding may be brought in such courts and
waives any objection that it may now or hereafter have to the venue of any such
action or proceeding in any such court or that such action or proceeding was
brought in an inconvenient court and agrees not to plead or claim the same;
(iii) agrees that service of process in any such action will be in accordance
with the laws of the State of New York but that nothing herein shall affect the
right to effect service of process in any other manner permitted by law; (iv)
waives any and all immunity (including sovereign immunity) from suit,
execution, attachment or other legal process; and (v) waives in connection with
any such action any and all rights to a jury trial.


Except for the
representations and warranties of Blackstone made in paragraph 10(a) hereof,
which shall survive indefinitely, each of the representations and warranties of
Blackstone and Investor contained in this letter agreement shall survive the
Closing for a period of four years following the Closing.


This letter agreement may be
signed in counterparts, each of which shall constitute an original and which
together shall constitute one and the same agreement.


This letter agreement shall
terminate automatically and be of no further force or effect if the Initial
Offering has not occurred by December 31, 2007 and otherwise at the earlier of
the eighth anniversary of the Closing or such time when Investor ceases to
Beneficially Own 


 


10

















 


any Purchased Units; provided that any termination of this letter agreement will
not relieve any party for any liability arising from a breach of
representation, warranty, covenant or agreement occurring prior to such
termination.


[Signatures
on Following Page]


 


 


11

















 


	
   

  	
   

  	
  Very truly yours,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  THE BLACKSTONE GROUP L.P.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  Blackstone
  Group Management L.L.C.,

  
	
   

  	
   

  	
   

  	
  its
  general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Stephen A. Schwarzman

  
	
   

  	
   

  	
  Name:

  	
  Stephen A. Schwarzman

  
	
   

  	
   

  	
  Title:

  	
  Chairman and Chief Executive Officer

  
					



 


 


 


Agreed and Accepted


as of the date first set forth above


in Beijing, People’s Republic of China


 


BEIJING WONDERFUL INVESTMENTS LTD


 


	
  By:

  	
  /s/ Dr. Wang Jianxi

  	
   

  
	
  Name:

  	
  Dr. Wang Jianxi

  	
   

  
	
  Title:

  	
  General Manager

  	
   

  
				



 


 


[Letter
Agreement Signature Page]


 


 


 


 

















 


 


Appendix I


 


Certain Defined Terms


 


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


 


“Beneficial
Owner” has the meaning assigned to such term in Rules 13d-3 and
13d-5 under the Securities Exchange Act (and “Beneficially
Own” and “Beneficial Ownership”
shall have correlative meanings).


“Blackstone
Holdings I” means Blackstone Holdings I L.P., a Delaware limited
partnership, and any successors thereto.


“Blackstone
Holdings II” means Blackstone Holdings II L.P., a Delaware limited
partnership, and any successors thereto.


“Blackstone
Holdings III” means Blackstone Holdings III L.P., a Delaware limited
partnership, and any successors thereto.


“Blackstone
Holdings IV” means Blackstone Holdings IV L.P., an Alberta limited
partnership, and any successors thereto.


“Blackstone
Holdings V” means Blackstone Holdings V L.P., an Alberta limited
partnership, and any successors thereto.


“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 partnership unit
in each of Blackstone Holdings I, Blackstone Holdings II, Blackstone Holdings
III, Blackstone Holdings IV and Blackstone Holdings V issued under their
respective Blackstone Holdings Partnership Agreement.


“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.


“Common Unit”
means a Partnership Interest representing a fractional part of the Partnership
Interests of all Limited Partners having the rights and obligations specified
with respect to Common Units in the Blackstone Partnership Agreement.


“General
Partner Interest” means the management and ownership interest of the
general partner of Blackstone in Blackstone (in its capacity as a general
partner without reference to any


 


I-1

















 


Limited Partner Interest
held by it), which is evidenced by General Partner Units, and includes any and
all benefits to which a General Partner is entitled as provided in the
Blackstone Partnership Agreement, together with all obligations of a General
Partner to comply with the terms and provisions of the Blackstone Partnership
Agreement.


“General
Partner Unit” means a fractional part of the General Partner
Interest having the rights and obligations specified with respect to the
General Partner Interest.


“Limited
Partner Interest” means the ownership interest of a Limited Partner
in Blackstone, which may be evidenced by Common Units, Special Voting Units or
other Partnership Securities or a combination thereof or interest therein, and
includes any and all benefits to which such Limited Partner is entitled as
provided in the Blackstone Partnership Agreement, including voting rights,
together with all obligations of such Limited Partner to comply with the terms
and provisions of the Blackstone Partnership Agreement.


“Partnership
Interest” means an interest in Blackstone, which shall include the
General Partner Interests and Limited Partner Interests.


“Partnership
Security” means any equity interest in Blackstone (but excluding any
options, rights, warrants and appreciation rights relating to an equity
interest in Blackstone), including without limitation, Common Units, Special
Voting Units and General Partner Units.


“Person”
means an individual or a corporation, limited liability company, partnership,
joint venture, trust, 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).


“Securities
Act” means the U.S. Securities Act of 1933, as amended, supplemented
or restated from time to time and any successor to such statute.


“Securities
Exchange Act” means the U.S. Securities Exchange Act of 1934, as
amended, supplemented or restated from time to time and any successor to such
statute.


“Senior
Managing Directors” means those employees of Blackstone, its general partner and their
subsidiaries who hold the title of senior managing director as of the date of
the consummation of the Initial Offering.


“Special
Voting Unit” means a Partnership Interest having the rights and
obligations specified with respect to Special Voting Units in the Blackstone
Partnership Agreement. For the avoidance of doubt, holders of Special Voting
Units, in their capacity as such, shall not be entitled to receive
distributions by Blackstone and shall not be allocated income, gain, loss,
deduction or credit of Blackstone.


 


I-2






 










Exhibit
A


 


                                                                                                                                                                                                                


 


REGISTRATION
RIGHTS AGREEMENT


 


OF


 


THE BLACKSTONE GROUP L.P.


 


 


 


Dated as of            ,
2007


 


                                                                                                                                                                                                                


 





















Table of Contents


	
   

  	
   

  	
  Page

  
	
  ARTICLE I

  	
   

  
	
  DEFINITIONS AND OTHER
  MATTERS

  	
   

  
	
   

  	
   

  
	
  Section 1.1

  	
  Definitions

  	
  1

  
	
  Section 1.2

  	
  Definitions Generally

  	
  3

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
   

  
	
  REGISTRATION RIGHTS

  	
   

  
	
   

  	
   

  
	
  Section 2.1

  	
  Demand Registration

  	
  3

  
	
  Section 2.2

  	
  Lock-Up Agreements

  	
  5

  
	
  Section 2.3

  	
  Registration Procedures

  	
  5

  
	
  Section 2.4

  	
  Payment of Registration
  Expenses

  	
  8

  
	
  Section 2.5

  	
  Indemnification by the
  Partnership

  	
  8

  
	
  Section 2.6

  	
  Indemnification by the
  Covered Person

  	
  9

  
	
  Section 2.7

  	
  Conduct of Indemnification
  Proceedings

  	
  9

  
	
  Section 2.8

  	
  Contribution

  	
  10

  
	
  Section 2.9

  	
  Participation in Public Offering

  	
  10

  
	
  Section 2.10

  	
  Other Indemnification

  	
  11

  
	
  Section 2.11

  	
  Cooperation by the Partnership

  	
  11

  
	
  Section 2.12

  	
  Parties in Interest

  	
  11

  
	
  Section 2.15

  	
  Acknowledgement Regarding the Partnership

  	
  11

  
	
  Section 2.16

  	
  Mergers, Recapitalizations, Exchanges or Other Transactions Affecting
  Registrable Securities

  	
  11

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
   

  
	
  MISCELLANEOUS

  	
   

  
	
   

  	
   

  
	
  Section 3.1

  	
  Term of the Agreement; Termination of Certain Provisions

  	
  11

  
	
  Section 3.2

  	
  Amendments; Waiver

  	
  12

  
	
  Section 3.3

  	
  Governing Law

  	
  12

  
	
  Section 3.4

  	
  Submission to Jurisdiction; Waiver of Jury Trial

  	
  12

  
	
  Section 3.5

  	
  Notices

  	
  13

  
	
  Section 3.6

  	
  Severability

  	
  13

  
	
  Section 3.7

  	
  Specific Performance

  	
  14

  
	
  Section 3.8

  	
  Assignment; Successors

  	
  14

  
	
  Section 3.9

  	
  No Third-Party Rights

  	
  14

  
	
  Section 3.10

  	
  Section Headings

  	
  14

  
	
  Section 3.11

  	
  Execution in Counterparts

  	
  14

  
				



 


 


i





















REGISTRATION RIGHTS AGREEMENT


This REGISTRATION RIGHTS
AGREEMENT (including Appendix A hereto, as such Appendix A may be amended from
time to time pursuant to the provisions hereof, this “Agreement”), is
made and entered into as of           ,
2007, by and among The Blackstone Group L.P., a Delaware limited partnership
(the “Partnership”), and                            
(the “Covered Person”).


WHEREAS, the Covered Person
is the holder of the Partnership’s common units representing limited partner
interests (the “Common Units”); and


WHEREAS, the Partnership
desires to provide the Covered Person with registration rights with respect to such
Common Units.


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


ARTICLE I

DEFINITIONS AND OTHER MATTERS


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


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


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


“Covered Common Units”
means the Common Units purchased by the Covered Person pursuant to the Investor
Agreement.


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


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


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


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


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


“Indemnified Parties”
has the meaning ascribed to such term in Section 2.5.


 





















 


“Investor Agreement”
means that letter agreement dated May       ,
2007 between the Partnership and                       .


“NASD” means the
National Association of Securities Dealers, Inc.


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


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


“Registrable Securities”
means Covered Common Units held by the Covered Person from time to time. For
purposes of this Agreement, Registrable Securities shall cease to be
Registrable Securities when (i) a Registration Statement covering resales of such
Registrable Securities has been declared effective under the Securities Act by
the SEC and such Registrable Securities have been disposed of pursuant to such
effective Registration Statement, (ii) the third Demand Registration has been
effected pursuant to Section 2.1 or (iii) such Registrable Securities cease to
be outstanding.


“Registration Expenses”
means any and all expenses incident to the performance of or compliance with
any registration or marketing of securities, including all (i) SEC and
securities exchange registration and filing fees, and all other fees and
expenses payable in connection with the listing of securities on any securities
exchange or automated interdealer quotation system, (ii) fees and expenses of
compliance with any securities or “blue sky” laws (including reasonable fees
and disbursements of counsel in connection with “blue sky” qualifications of
the securities registered), (iii) expenses in connection with the preparation,
printing, mailing and delivery of any registration statements, prospectuses and
other documents in connection therewith and any amendments or supplements
thereto, (iv) security engraving and printing expenses, (v) internal expenses
of the General Partner and the Partnership (including, without limitation, all
salaries and expenses of the officers and employees of the General Partner or
the Partnership performing legal or accounting duties), (vi) reasonable fees and
disbursements of counsel for the General Partner or the Partnership and
customary fees and expenses for independent certified public accountants
retained by the General Partner or the Partnership (including the expenses
relating to any comfort letters or costs associated with the delivery by
independent certified public accountants of any comfort letters requested
pursuant to Section 2.3(i)), (vii) reasonable fees and expenses of any special
experts retained by the General Partner or the Partnership in connection with
such registration, (viii) reasonable fees, out-of-pocket costs and expenses of
the Covered Persons, including one counsel for the Covered Person, (ix) fees
and expenses in connection with any review by the NASD of the underwriting
arrangements or other terms of the offering, and all fees and expenses of any “qualified
independent underwriter,” including the fees and expenses of any counsel
thereto, (x) fees and disbursements of underwriters customarily paid by issuers
or sellers of securities, but excluding any underwriting fees, discounts and
commissions attributable to the sale of Registrable Securities, (xi) costs of
printing and producing any agreements among underwriters, underwriting
agreements, any “blue sky” or legal investment memoranda and any selling
agreements and other documents in connection with the offering, sale or
delivery of the Registrable Securities, (xii) transfer agents’ and registrars’
fees and expenses and the fees and expenses of any other agent or trustee
appointed in connection with such offering, (xiii) expenses 


 


2





















 


relating
to any analyst or investor presentations or any “road shows” undertaken in
connection with the registration, marketing or selling of the Registrable
Securities, (xiv) fees and expenses payable in connection with any ratings of
the Registrable Securities, including expenses relating to any presentations to
rating agencies and (xv) all out-of-pocket costs and expenses incurred by the
General Partner, the Partnership or their appropriate officers in connection
with their compliance with Section 2.3(m).


“SEC” means the U.S. Securities
and Exchange Commission.


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


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


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


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


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


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


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


ARTICLE II

REGISTRATION RIGHTS


Section 2.1             Demand Registration.  


(a)           If at any time after the Initial Lockup Date, the
Partnership shall receive a written request (a “Demand Notice”) from the
Covered Person that the Partnership effect the registration under the
Securities Act of all or any portion of the Registrable Securities specified in
the Demand Notice (a “Demand Registration”), specifying the information set
forth under Section 2.3(j), then the Partnership shall use its commercially
reasonable efforts to effect, as expeditiously as reasonably practicable,
subject to the restrictions in Section 2.1(e), the


 


3





















 


registration under the Securities Act of the
Registrable Securities for which the Covered Person has requested registration
under this Section 2.1, all to the extent necessary to permit the disposition
(in accordance with the intended methods thereof as aforesaid) of the Registrable
Securities so to be registered, provided that the Partnership shall not be
required to effect (x) more than one such Demand Registration in any of the
365-day (or 366-day, if a leap year) periods ending on the first, second and
third anniversaries of the Initial Lockup Date and (y) more than three such
Demand Registrations in total; and provided further that, without limiting the
generality of Section 2.1(e) and notwithstanding anything herein to the
contrary, in no event may the number of Registrable Securities to be registered
pursuant to a Demand Registration effected prior to the third anniversary of
the Initial Lockup Date exceed the Partial Transfer Amount (as defined in the
Investor Agreement).


(b)           At any time prior to the effective date of the registration
statement relating to such registration, the Covered Person may revoke such
Demand Registration request by providing a notice to the Partnership revoking
such request, provided that such Demand
Registration shall count as having been effected for purposes of the first
proviso to the first paragraph of Section 2.1 above unless the Covered Person
pays all Registration Expenses in connection with such revoked Demand
Registration within 30 days of written request therefor by the Partnership.


(c)           If a Demand Registration involves an underwritten Public
Offering and the managing underwriter advises the Partnership and the Covered
Person that, in its view, the number of units of Registrable Securities
requested to be included in such registration by the Covered Person, the
Partnership and for the account of any other persons exceeds the largest number
of units that can be sold without having a material adverse effect on such
offering, including the price at which such units can be sold (the “Maximum
Offering Size”), the Partnership shall include in such registration, in the
priority listed below, up to the Maximum Offering Size:


(i)            first, all Registrable Securities
requested to be registered in the Demand Registration by the Covered Person;
and


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


(d)           Upon notice to the Covered Person, the Partnership may
postpone effecting a registration pursuant to this Section 2.1 on up to two occasions
during any 365 (or 366, in the case of leap year) consecutive day period for a
reasonable time specified in the notice but not exceeding 120 days in the aggregate
(which period may not be extended or renewed), if (i) the General Partner shall
determine in good faith, based on advice from independent investment bankers,
that effecting the registration would materially and adversely affect an
offering of securities of the Partnership the preparation of which had then
been commenced or (ii) the Partnership is in possession of material non-public
information the disclosure of which during the period specified in such notice
the General Partner believes in good faith would not be in the best interests
of the Partnership.


 


4





















 


(e)           Notwithstanding any provision in this Section 2.1 or
elsewhere in this Agreement, no provision relating to the registration of
Registrable Securities shall be construed as permitting the Covered Person to
effect a transfer of securities that is otherwise prohibited by the terms of the
Investor Agreement or any other agreement between the Covered Person and the
Partnership or any of its subsidiaries.


Section 2.2             Lock-Up Agreements.  If any registration shall be effected in
connection with a Public Offering, neither the Partnership, nor any controlling
affiliate of the Partnership, nor the Covered Person shall effect any public
sale or distribution, including any sale pursuant to Rule 144, of any Common
Units or other security of the Partnership (except, if applicable, as part of
such Public Offering) during the period beginning 14 days prior to the
effective date of the applicable registration statement until the earlier of
(i) such time as the Partnership and the lead managing underwriter shall agree
and (ii) 180 days following the pricing of the Public Offering.


Section 2.3             Registration Procedures.  In connection with any request by the Covered
Person that Registrable Securities be registered pursuant to Section 2.1,
subject to the provisions of such Section, the paragraphs below shall be
applicable:


(a)           The Partnership shall as
expeditiously as reasonably practicable prepare and file with the SEC a
registration statement on any form for which the Partnership then qualifies or
that counsel for the Partnership shall deem appropriate and which form shall be
available for the registration of the Registrable Securities to be registered
thereunder in accordance with the intended method of distribution thereof, and
use its commercially reasonable efforts to cause such filed registration
statement to become and remain effective for a period of not less than 90 days.


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


 


5





















 


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


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


(e)           The Partnership shall use its
commercially reasonable efforts to (i) register or qualify the Registrable
Securities covered by such registration statement under such other securities
or “blue sky” laws of such jurisdictions in the United States as the Covered
Person or each underwriter, if any, reasonably (in light of such member’s
intended plan of distribution) requests and (ii) cause such Registrable
Securities to be registered with or approved by such other governmental
agencies or authorities as may be necessary by virtue of the business and
operations of the Partnership and do any and all other acts and things that may
be reasonably necessary or advisable to enable the Covered Person to consummate
the disposition of the Registrable Securities owned by the Covered Person, provided that the Partnership shall not be required to (A)
qualify generally to do business in any jurisdiction where it would not
otherwise be required to qualify but for this Section 2.3(e), (B) subject
itself to taxation in any such jurisdiction or (C) consent to general service
of process in any such jurisdiction.


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


(g)           The Covered Person, with the consent
of the Partnership (such consent not to be unreasonably withheld), shall select
an underwriter or underwriters in connection with any Public Offering.  In connection with any Public Offering, the
Partnership shall enter into customary agreements (including an underwriting
agreement in customary form) and take such all other actions as are reasonably
required in order to expedite or facilitate the disposition of such Registrable
Securities in any such Public Offering,


 


6





















 


including if necessary the
engagement of a “qualified independent underwriter” in connection with the
qualification of the underwriting arrangements with the NASD.


(h)           Subject to the execution of
confidentiality agreements satisfactory in form and substance to the
Partnership in the exercise of its good faith judgment, pursuant to the
reasonable request of the Covered Person or underwriter (if any), the
Partnership will give to the Covered Person, each underwriter (if any) and
their respective counsel and accountants (i) reasonable and customary access to
its books and records and (ii) such opportunities to discuss the business of
the Partnership with its directors, officers, employees, counsel and the
independent public accountants who have certified its financial statements, as
shall be appropriate, in the reasonable judgment of counsel to the Covered
Person or underwriter, to enable them to exercise their due diligence
responsibility, provided that any such
discussions shall be done in a manner so as to not unreasonably disrupt the
operation of the business of the Partnership.


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


(j)            The Covered Person shall promptly
furnish in writing to the Partnership such information regarding itself and the
distribution of the Registrable Securities as the Partnership may from time to
time reasonably request and such other information as may be legally required
or advisable in connection with such registration.


(k)           The Covered Person and each
underwriter, if any, agrees that, upon receipt of any notice from the
Partnership of the happening of any event of the kind described in Section 2.3(f),
the Covered Person or underwriter shall forthwith discontinue disposition of
Registrable Securities pursuant to the registration statement covering such
Registrable Securities until the Covered Person’s or underwriter’s receipt of
the copies of the supplemented or amended prospectus contemplated by Section
2.3(f), and, if so directed by the Partnership, the Covered Person or
underwriter shall deliver to the Partnership all copies, other than any permanent
file copies then in the Covered Person’s possession, of the most recent
prospectus covering such Registrable Securities at the time of receipt of such
notice.  If the Partnership shall give
such notice, the Partnership shall extend the period during which such
registration statement shall be maintained effective (including the period
referred to in Section 2.3(a)) by the number of days during the period from and
including the date of the giving of notice pursuant to Section 2.3(f) to the
date when the Partnership shall make available to the Covered Person a
prospectus supplemented or amended to conform with the requirements of Section
2.3(f).


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


 


7





















 


(m)          Notwithstanding anything herein to the
contrary, the Partnership shall, to the extent the underwriter(s) in any such
offering of Registrable Securities determine that the failure to do so would
have a material adverse effect on such offering, including the price at which
such Registrable Securities can be sold, have appropriate officers of the
General Partner or the Partnership (i) prepare and make presentations at “road
shows” and before analysts and rating agencies, as the case may be, (ii) take
other actions to obtain ratings for any Registrable Securities and (iii)
otherwise use their commercially reasonable efforts to cooperate as reasonably
requested by the underwriters in the offering, marketing or selling of the
Registrable Securities; provided that,
notwithstanding the foregoing, for any Demand Registration, such officers of
the General Partner and/or the Partnership shall not be required to participate
in more than a single day in total of such presentations, road shows or any
other marketing or selling events.


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


Section 2.4             Payment of Registration Expenses.  Other than as set forth in Section 2.1(b),
the Partnership shall pay or promptly reimburse Investor for all Registration
Expenses in connection with any Demand Registration.


Section 2.5             Indemnification by the
Partnership.  In the event of any
registration of any Registrable Securities of the Partnership under the
Securities Act pursuant to this Article II, the Partnership will, and it hereby
does, indemnify and hold harmless, to the extent permitted by law, the Covered
Person, each affiliate of the Covered Person and their respective directors and
officers or general and limited partners or members and managing members
(including any director, officer, affiliate, employee, agent and controlling
person of any of the foregoing) and each other person, if any, who controls
such seller within the meaning of the Securities Act (collectively, the “Indemnified
Parties”, which definition shall, for purposes of Section 2.7, be deemed to
include those persons entitled to indemnification pursuant to Section 2.6),
from and against any and all losses, claims, damages and liabilities
(including, without limitation, legal fees and other expenses reasonably
incurred in connection with any suit, action or proceeding or any claim
asserted, as such fees and expenses are incurred), joint or several, that arise
out of, or are based upon, (1) any untrue statement or alleged untrue statement
of a material fact contained in any registration statement or amendment or
supplement thereto under which such Registrable Securities were registered or
any omission or alleged omission to state therein a material fact required to
be stated therein or necessary in order to make the statements therein not
misleading, or (2) any untrue statement or alleged untrue statement of a
material fact contained in any prospectus, any free writing prospectus or any “issuer
information” filed or required to be filed pursuant to Rule 433(d) under the
Securities Act in respect of the Registrable Securities, or amendment or
supplement thereto, or any omission or alleged omission to state therein a
material fact necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading; provided, that the Partnership shall not be liable to any
Indemnified Party in any such case to the extent that any such loss, claim,
damage, liability (or action or proceeding in respect thereof) or expense
arises out of or is based upon any untrue


 


8





















 


statement
or alleged untrue statement or omission or alleged omission made in such
registration statement, prospectus, any free writing prospectus or any “issuer
information” filed or required to be filed pursuant to Rule 433(d) under the
Securities Act in respect of the Registrable Securities, or amendment or
supplement thereto, in reliance upon and in conformity with written information
furnished to the Partnership with respect to such seller or any underwriter
specifically for use in the preparation thereof.


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


Section 2.7             Conduct of Indemnification
Proceedings.  Promptly after receipt
by an Indemnified Party hereunder of written notice of the commencement of any
action or proceeding with respect to which a claim for indemnification may be
made pursuant to this Article II, such Indemnified Party will, if a claim in
respect thereof is to be made against an indemnifying party, give written
notice to the latter of the commencement of such action; provided,
that the failure of the Indemnified Party to give notice as provided herein
shall not relieve the indemnifying party of its obligations under this Article
II, except to the extent that the indemnifying party is materially prejudiced
by such failure to give notice.


In case any such action is
brought against an Indemnified Party, unless in such Indemnified Party’s
reasonable judgment a conflict of interest between such Indemnified Party and
indemnifying parties may exist in respect of such claim, the indemnifying party
will be entitled to participate in and to assume the defense thereof, jointly
with any other indemnifying party similarly notified to the extent that it may
wish, with counsel reasonably satisfactory to such Indemnified Party, and after
notice from the indemnifying party to such Indemnified Party of its election so
to assume the defense thereof, the indemnifying party will not be liable to such
Indemnified Party for any legal or other expenses subsequently incurred by the
latter in


 


9





















 


connection
with the defense thereof other than reasonable costs of investigation.  It is understood and agreed that the
indemnifying person shall not, in connection with any proceeding or related
proceeding in the same jurisdiction, be liable for the fees and expenses of
more than one separate firm (in addition to any local counsel) for all
Indemnified Parties, and that all such fees and expenses shall be reimbursed as
they are incurred. Any such separate firm (x) for the Covered Person, its
affiliates, directors and officers and any control persons of the Covered
Person shall be designated in writing by the Covered Person, (y) in all other
cases shall be designated in writing by the General Partner.  The indemnifying person shall not be liable
for any settlement of any proceeding effected without its written consent, but
if settled with such consent or if there be a final judgment for the plaintiff,
the indemnifying person agrees to indemnify each Indemnified Party from and
against any loss or liability by reason of such settlement or judgment.  No indemnifying person shall, without the
written consent of the Indemnified Party, effect any settlement of any pending
or threatened proceeding in respect of which any Indemnified Party is or could
have been a party and indemnification could have been sought hereunder by such
Indemnified Party, unless such settlement (A) includes an unconditional release
of such Indemnified Party, in form and substance reasonably satisfactory to
such Indemnified Party, from all liability on claims that are the subject
matter of such proceeding and (B) does not include any statement as to or any admission
of fault, culpability or a failure to act by or on behalf of any Indemnified
Party.


Section 2.8             Contribution.  If the indemnification provided for in this
Article II from the indemnifying party is unavailable to an Indemnified Party
hereunder in respect of any losses, claims, damages, liabilities or expenses
referred to herein, then the indemnifying party, in lieu of indemnifying such
Indemnified Party, shall contribute to the amount paid or payable by such
Indemnified Party as a result of such losses, claims, damages, liabilities or
expenses in such proportion as is appropriate to reflect the relative fault of
the indemnifying party and Indemnified Parties in connection with the actions
which resulted in such losses, claims, damages, liabilities or expenses, as
well as any other relevant equitable considerations.  The relative fault of such indemnifying party
and Indemnified Parties shall be determined by reference to, among other
things, whether any action in question, including any untrue or alleged untrue
statement of a material fact or omission or alleged omission to state a
material fact, has been made by, or relates to information supplied by, such
indemnifying party or Indemnified Parties, and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such
action.  The amount paid or payable by a
party under this Section 2.8 as a result of the losses, claims, damages,
liabilities and expenses referred to above shall be deemed to include any legal
or other fees or expenses reasonably incurred by such party in connection with
any investigation or proceeding.


The parties hereto agree
that it would not be just and equitable if contribution pursuant to this
Section 2.8 were determined by pro rata allocation or by any other method of
allocation which does not take account of the equitable considerations referred
to in the immediately preceding paragraph. 
No person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation.


Section 2.9             Participation in Public Offering.  The Covered Person may not participate in any
Public Offering hereunder unless the Covered Person completes and executes


 


10





















 


all
questionnaires, powers of attorney, indemnities, underwriting agreements and
other documents reasonably required under the provisions of this Agreement in
respect of registration rights.


Section 2.10           Other Indemnification.  Indemnification similar to that specified
herein (with appropriate modifications) shall be given by the Partnership and
the Covered Person with respect to any required registration or other
qualification of securities under any federal or state law or regulation or
Governmental Authority other than the Securities Act.


Section 2.11           Cooperation by the Partnership.  If the Covered Person shall transfer any
Registrable Securities pursuant to Rule 144 (and not in violation of the
Investor Agreement), the Partnership shall use its commercially reasonable
efforts to cooperate with the Covered Person and shall provide to the Covered
Person such information as may be required to be provided under Rule 144.


Section 2.12           Parties in Interest.  The Covered Person shall be entitled to
receive the benefits of this Agreement and shall be bound by the terms and
provisions of this Agreement by reason of the Covered Person’s election to
participate in a registration under this Article II.


Section 2.15           Acknowledgement Regarding the
Partnership.  Other than those
determinations reserved expressly to the Covered Person, all determinations
necessary or advisable under this Article II shall be made by the General
Partner, the determinations of which shall be final and binding.


Section 2.16           Mergers, Recapitalizations,
Exchanges or Other Transactions Affecting Registrable Securities.  The provisions of this Agreement shall apply
to the full extent set forth herein with respect to the Registrable Securities
to any and all securities or units of the Partnership or any successor or
assign of any such person (whether by merger, amalgamation, consolidation, sale
of assets or otherwise) that may be issued in respect of, in exchange for, or
in substitution of such Registrable Securities, by reason of any dividend,
split, issuance, reverse split, combination, recapitalization,
reclassification, merger, amalgamation, consolidation or otherwise.


ARTICLE III

MISCELLANEOUS


Section 3.1             Term of the Agreement;
Termination of Certain Provisions.


(a)           The term of this Agreement shall
continue until the first to occur of (i) such time as the Covered Person does
not hold any Registrable Securities, (ii) the satisfaction of the third Demand
Registration and (iii) such time as the Agreement is terminated by the Covered
Person.


(b)           Unless this Agreement is theretofore
terminated pursuant to Section 3.1(a) hereof, the Covered Person shall be bound
by the provisions of this Agreement with respect to any Registrable Securities
until such time as the Covered Person ceases to hold any Registrable
Securities.  Thereafter, the Covered
Person shall no longer be bound by the provisions of this Agreement other than
Sections 2.6, 2.7, 2.8 and 2.10 and this Article III.


 


11





















 


Section 3.2             Amendments; Waiver.


(a)           The provisions of this Agreement may
be amended only by written agreement of the Partnership and the Covered Person.


(b)           No provision of this Agreement may be
waived except by an instrument in writing executed by the party against whom
the waiver is to be effective.


Section 3.3             Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.


Section 3.4             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), the Parties may bring 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), the Covered Person (i) expressly consents to the application of
paragraph (c) of this Section 3.4 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 General Partner
as the Covered Person’s agent 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 the Covered Person of any such service of process,
shall be deemed in every respect effective service of process upon the Covered
Person in any such action or proceeding.


(c)           (i)            THE
COVERED PERSON HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF COURTS LOCATED
IN NEW YORK, NEW YORK FOR THE PURPOSE OF ANY JUDICIAL PROCEEDING BROUGHT IN
ACCORDANCE WITH THE PROVISIONS OF PARAGRAPH (B) OF THIS SECTION 3.4, 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


 


12





















 


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 paragraph (c)(i) of this Section 3.4 and such parties agree not
to plead or claim the same.  The Covered
Person further waives any and all immunity (including sovereign immunity) from
suit, execution, attachment or other legal process relating to this Agreement
or the transactions contemplated hereunder.


Section 3.5             Notices.  All notices, requests, claims, demands and
other communications hereunder shall be in writing and shall be given (and
shall be deemed to have been duly given upon receipt) by delivery in person, by
courier service, by fax, by electronic mail (delivery receipt requested) or by
registered or certified mail (postage prepaid, return receipt requested) to the
respective parties at the following addresses (or at such other address for a
party as shall be specified in a notice given in accordance with this Section
3.5):


If
to the Covered Person,


c/o _____________


________________


________________


Attention: _______


Fax:


Electronic Mail:


 


If
to the Partnership, at


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


 


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


Section 3.6             Severability.  If any provision of this Agreement is finally
held to be invalid, illegal or unenforceable, (a) the remaining terms and
provisions hereof shall be


 


13





















 


unimpaired and (b) the
invalid or unenforceable term or provision shall be deemed replaced by a term
or provision that is valid and enforceable and that comes closest to expressing
the intention of the invalid or unenforceable term or provision.


Section 3.7             Specific Performance.  Each party hereto acknowledges that the
remedies at law of the other parties for a breach or threatened breach of this
Agreement would be inadequate and, in recognition of this fact, any party to
this Agreement, without posting any bond, and in addition to all other remedies
that may be available, shall be entitled to obtain equitable relief in the form
of specific performance, a temporary restraining order, a temporary or
permanent injunction or any other equitable remedy that may be then available.


Section 3.8             Assignment; Successors.  This Agreement shall be binding upon and
inure to the benefit of the respective legatees, legal representatives,
successors and assigns of the Covered Person; provided,
however, that the Covered Person may not assign this Agreement or any of its rights
or obligations hereunder except to any Affiliate (as defined in the Investor
Agreement) who executes a written agreement in form and substance reasonably
satisfactory to the Partnership agreeing to be bound by the terms and
conditions of this Agreement, and any purported assignment in breach hereof by
the Covered Person shall be void;  and provided further that no assignment of this Agreement by the
Partnership or to a successor of the Partnership (by operation of law or
otherwise) shall be valid unless such assignment is made to a person which
succeeds to the business of such person substantially as an entirety.


Section 3.9             No Third-Party Rights.  Other than as expressly provided herein,
nothing in this Agreement will be construed to give any person other than the
parties to this Agreement any legal or equitable right, remedy, or claim under
or with respect to this Agreement or any provision of this Agreement.  This Agreement and all of its provisions and
conditions are for the sole and exclusive benefit of the parties to this
Agreement and their successors and assigns.


Section 3.10           Section Headings.  The headings of sections in this Agreement
are provided for convenience only and will not affect its construction or
interpretation.


Section 3.11           Execution in Counterparts.  This Agreement may be executed in any number
of counterparts, each of which shall be deemed an original, but all such
counterparts shall together constitute but one and the same instrument.


 


14





















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


THE BLACKSTONE GROUP L.P.


 


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


 


 


By:
                                                                         


Name:


Title:


 


 


 


 


 


 


 


 


 


[Signature page to Registration Rights Agreement]


 


 


15





















                                         


 


 


By:
                                                                         


Name:


Title:


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


[Signature page to Registration Rights Agreement]


 


 


16