Exhibit 10.2


                                                                                                                                                                                                                


 


FORM OF


AMENDED AND
RESTATED LIMITED PARTNERSHIP AGREEMENT


 


OF


 


BLACKSTONE HOLDINGS II L.P.


 


 


 


Dated as of
                             ,
2007


 


                                                                                                                                                                                                                


 


THE
PARTNERSHIP UNITS OF BLACKSTONE HOLDINGS II L.P. HAVE NOT BEEN REGISTERED UNDER
THE U.S. SECURITIES ACT OF 1933, AS AMENDED, THE SECURITIES LAWS OF ANY STATE,
PROVINCE OR ANY OTHER APPLICABLE SECURITIES LAWS AND ARE BEING SOLD IN RELIANCE
UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND
SUCH LAWS.  SUCH UNITS MUST BE ACQUIRED
FOR INVESTMENT ONLY AND MAY NOT BE OFFERED FOR SALE, PLEDGED, HYPOTHECATED,
SOLD, ASSIGNED OR TRANSFERRED AT ANY TIME EXCEPT IN COMPLIANCE WITH (I) THE
SECURITIES ACT, ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR PROVINCE, AND
ANY OTHER APPLICABLE SECURITIES LAWS; AND (II) THE TERMS AND CONDITIONS OF THIS
AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT.  THE UNITS MAY NOT BE TRANSFERRED OF RECORD
EXCEPT IN COMPLIANCE WITH SUCH LAWS AND THIS LIMITED PARTNERSHIP
AGREEMENT.  THEREFORE, PURCHASERS AND
OTHER TRANSFEREES OF SUCH UNITS WILL BE REQUIRED TO BEAR THE RISK OF THEIR
INVESTMENT OR ACQUISITION FOR AN INDEFINITE PERIOD OF TIME.


 


 

















Table of Contents


	
   

  	
   

  	
  Page

  
	
  ARTICLE I

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  DEFINITIONS

  	
   

  	
   

  
	
  SECTION
  1.01.   Definitions

  	
   

  	
  1

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  FORMATION, TERM,
  PURPOSE AND POWERS

  	
   

  	
   

  
	
  SECTION
  2.01.   Formation

  	
   

  	
  11

  
	
  SECTION
  2.02.   Name

  	
   

  	
  11

  
	
  SECTION
  2.03.   Term

  	
   

  	
  11

  
	
  SECTION
  2.04.   Offices

  	
   

  	
  11

  
	
  SECTION
  2.05.   Agent for Service of Process

  	
   

  	
  11

  
	
  SECTION
  2.06.   Business Purpose

  	
   

  	
  11

  
	
  SECTION
  2.07.   Powers of the Partnership

  	
   

  	
  12

  
	
  SECTION
  2.08.   Partners; Admission of New Partners

  	
   

  	
  12

  
	
  SECTION
  2.09.   Withdrawal

  	
   

  	
  12

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  MANAGEMENT

  	
   

  	
   

  
	
  SECTION
  3.01.   General Partner

  	
   

  	
  12

  
	
  SECTION 3.02.   Compensation

  	
   

  	
  13

  
	
  SECTION
  3.03.   Expenses

  	
   

  	
  13

  
	
  SECTION
  3.04.   Officers

  	
   

  	
  13

  
	
  SECTION
  3.05.   Authority of Partners

  	
   

  	
  13

  
	
  SECTION
  3.06.   Action by Written Consent or Ratification

  	
   

  	
  14

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  DISTRIBUTIONS

  	
   

  	
   

  
	
  SECTION
  4.01.   Distributions

  	
   

  	
  14

  
	
  SECTION
  4.02.   Liquidation Distribution

  	
   

  	
  15

  
	
  SECTION
  4.03.   Limitations on Distribution

  	
   

  	
  15

  
	
  SECTION
  4.04.   Other Distributions

  	
   

  	
  15

  



 


 


i

















 


 


	
  ARTICLE V

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  CAPITAL
  CONTRIBUTIONS; CAPITAL ACCOUNTS;

  	
   

  	
   

  
	
  TAX ALLOCATIONS;
  TAX MATTERS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION
  5.01.   Initial Capital Contributions

  	
   

  	
  16

  
	
  SECTION
  5.02.   No Additional Capital Contributions

  	
   

  	
  16

  
	
  SECTION
  5.03.   Capital Accounts

  	
   

  	
  16

  
	
  SECTION
  5.04.   Allocations of Profits and Losses

  	
   

  	
  16

  
	
  SECTION
  5.05.   Special Allocations

  	
   

  	
  16

  
	
  SECTION
  5.06.   Tax Allocations

  	
   

  	
  18

  
	
  SECTION
  5.07.   Tax Advances

  	
   

  	
  18

  
	
  SECTION
  5.08.   Tax Matters

  	
   

  	
  18

  
	
  SECTION
  5.09.   Other Allocation Provisions

  	
   

  	
  19

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  BOOKS AND
  RECORDS; REPORTS

  	
   

  	
   

  
	
  SECTION
  6.01.   Books and Records

  	
   

  	
  19

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  PARTNERSHIP
  UNITS

  	
   

  	
   

  
	
  SECTION
  7.01.   Units

  	
   

  	
  20

  
	
  SECTION 7.02.  
  Register

  	
   

  	
  20

  
	
  SECTION
  7.03.   Registered Partners

  	
   

  	
  20

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  VESTING;
  FORFEITURE OF INTERESTS; TRANSFER RESTRICTIONS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION
  8.01.   Vesting of Initial Unvested Units

  	
   

  	
  20

  
	
  SECTION
  8.02.   Forfeiture of Units Held by Initial Limited Partners

  	
   

  	
  21

  
	
  SECTION
  8.03.   Limited Partner Transfers

  	
   

  	
  22

  
	
  SECTION
  8.04.   Minimum Retained Ownership Requirement

  	
   

  	
  24

  
	
  SECTION
  8.05.   Mandatory Exchanges

  	
   

  	
  24

  
	
  SECTION
  8.06.   Encumbrances

  	
   

  	
  25

  
	
  SECTION
  8.07.   Further Restrictions

  	
   

  	
  25

  
	
  SECTION
  8.08.   Rights of Assignees

  	
   

  	
  25

  
	
  SECTION
  8.09.   Admissions, Withdrawals and Removals

  	
   

  	
  26

  
	
  SECTION
  8.10.   Admission of Assignees as Substitute Limited Partners

  	
   

  	
  26

  
	
  SECTION
  8.11.   Withdrawal and Removal of Limited Partners

  	
   

  	
  26

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  DISSOLUTION,
  LIQUIDATION AND TERMINATION

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION
  9.01.   No Dissolution

  	
   

  	
  27

  



 


ii

















 


	
  SECTION
  9.02.   Events Causing Dissolution

  	
   

  	
  27

  
	
  SECTION
  9.03.   Distribution upon Dissolution

  	
   

  	
  27

  
	
  SECTION
  9.04.   Time for Liquidation

  	
   

  	
  28

  
	
  SECTION
  9.05.   Termination

  	
   

  	
  28

  
	
  SECTION
  9.06.   Claims of the Partners

  	
   

  	
  28

  
	
  SECTION
  9.07.   Survival of Certain Provisions

  	
   

  	
  28

  
	
   

  	
   

  	
   

  
	
  ARTICLE X

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  LIABILITY AND
  INDEMNIFICATION

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION
  10.01.   Liability of Partners

  	
   

  	
  29

  
	
  SECTION
  10.02.   Indemnification

  	
   

  	
  29

  
	
   

  	
   

  	
   

  
	
  ARTICLE XI

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  MISCELLANEOUS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION
  11.01.   Severability

  	
   

  	
  31

  
	
  SECTION
  11.02.   Notices

  	
   

  	
  31

  
	
  SECTION
  11.03.   Cumulative Remedies

  	
   

  	
  32

  
	
  SECTION
  11.04.   Binding Effect

  	
   

  	
  32

  
	
  SECTION
  11.05.   Interpretation

  	
   

  	
  32

  
	
  SECTION
  11.06.   Counterparts

  	
   

  	
  32

  
	
  SECTION
  11.07.   Further Assurances

  	
   

  	
  33

  
	
  SECTION
  11.08.   Entire Agreement

  	
   

  	
  33

  
	
  SECTION
  11.09.   Governing Law

  	
   

  	
  33

  
	
  SECTION
  11.10.   Submission to Jurisdiction; Waiver of Jury Trial

  	
   

  	
  33

  
	
  SECTION
  11.11.   Expenses

  	
   

  	
  34

  
	
  SECTION
  11.12.   Amendments and Waivers

  	
   

  	
  34

  
	
  SECTION 11.13.  
  No Third Party Beneficiaries

  	
   

  	
  35

  
	
  SECTION
  11.14.   Headings

  	
   

  	
  35

  
	
  SECTION
  11.15.   Construction

  	
   

  	
  35

  
	
  SECTION
  11.16.   Power of Attorney

  	
   

  	
  36

  
	
  SECTION 11.17.  
  Letter Agreements; Schedules

  	
   

  	
  36

  
	
  SECTION 11.18.  
  Partnership Status

  	
   

  	
  36

  



 


 


iii

















 


FORM OF


AMENDED
AND RESTATED LIMITED PARTNERSHIP AGREEMENT


OF


BLACKSTONE
HOLDINGS II L.P.


This AMENDED AND RESTATED LIMITED PARTNERSHIP
AGREEMENT (this “Agreement”) of Blackstone Holdings II L.P. (the “Partnership”)
is made as of the      day of                , 2007, by and among Blackstone
Holdings I/II GP Inc., a corporation formed under the laws of the State of
Delaware, as general partner, and the Limited Partners (as defined herein) of
the Partnership.


WHEREAS, the Partnership was formed as a limited
partnership pursuant to the Act, by the filing of a Certificate of Limited
Partnership (the “Certificate”) with the Office of the Secretary of
State of the State of Delaware and the execution of the Limited Partnership
Agreement of the Partnership dated as of May 18, 2007 (the “Original
Agreement”); and


WHEREAS, the parties hereto desire to enter into this
Amended and Restated Limited Partnership Agreement of the Partnership and to
permit the admission of the Limited Partners to the Partnership.


NOW, THEREFORE, in consideration of the mutual
promises and agreements herein made and intending to be legally bound hereby,
the parties hereto agree to amend and restate the Original Agreement (as
defined herein) in its entirety to read as follows:


ARTICLE I



DEFINITIONS


SECTION 1.01.    Definitions.  Capitalized terms used herein without
definition have the following meanings (such meanings being equally applicable
to both the singular and plural form of the terms defined):


“Act”
means, the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. Section
17-101, et seq., as it may be amended from time to time.


“Additional
Credit Amount” has the meaning set forth in Section 4.01(b)(ii).


“Adjusted Capital Account Balance” means, with respect to each
Partner, the balance in such Partner’s Capital Account adjusted (i) by taking
into account the adjustments, allocations and distributions described in U.S.
Treasury Regulations Sections 
1.704-1(b)(2)(ii)(c)(4), (5) and (6); and (ii) by adding to such balance
such Partner’s share of Partnership Minimum Gain and Partner Nonrecourse Debt
Minimum Gain, determined pursuant to Regulations Sections 1.704-2(g) and
1.704-2(i)(5), any amounts such Partner is obligated to restore pursuant to any
provision of this Agreement or by applicable Law. The foregoing definition of
Adjusted Capital Account Balance is intended to comply with the


 


 

















 


provisions
of Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted
consistently therewith.


“Affiliate” means, with respect to a specified Person, any other
Person that directly, or indirectly through one or more intermediaries,
Controls, is Controlled by, or is under common Control with, such specified
Person.


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


“Amended
Tax Amount” has the meaning set forth in Section 4.01(b)(ii).


“Assignee”
has the meaning set forth in Section 8.08.


“Assumed Tax Rate” means the highest
effective marginal combined U.S. federal, state and local income tax rate for a
Fiscal Year prescribed for an individual or corporate resident in New York, New
York (taking into account (a) the nondeductiblity of expenses subject to the
limitation described in Section 67(a) of the Code and (b) the character (e.g.,
long-term or short-term capital gain or ordinary or exempt income) of the
applicable income, but not taking into account the deductibility of state and
local income taxes for U.S. federal income tax purposes). For the avoidance of
doubt, the Assumed Tax Rate will be the same for all Partners.


“Available
Cash” means, with
respect to any fiscal period, the amount of cash on hand which the General Partner, in its reasonable discretion, deems available for
distribution to the Partners, taking into account all debts, liabilities and
obligations of the Partnership then due and amounts which the General Partner, in its reasonable discretion, deems necessary to expend or
retain for working capital or to place into reserves for customary and usual
claims with respect to the Partnership’s operations.


“Blackstone
Holdings Partnerships” means each of the Partnership, Blackstone Holdings I
L.P., a Delaware limited partnership, Blackstone Holdings III L.P., a Delaware
limited partnership, Blackstone Holdings IV L.P., a Québec société en
commandite, and Blackstone Holdings V L.P., a Québec société en commandite.


“Capital
Account” means the separate capital account maintained for each Partner in
accordance with Section 5.03 hereof.


“Capital
Contribution” means, with respect to any Partner, the aggregate amount of
money contributed to the Partnership and the Carrying Value of any property
(other than money), net of any liabilities assumed by the Partnership upon
contribution or to which such property is subject, contributed to the
Partnership pursuant to Article V.


“Carrying
Value” means, with respect to any Partnership asset, the asset’s adjusted
basis for U.S. federal income tax purposes, except that the initial carrying
value of assets contributed to the Partnership shall be their respective gross
fair market values on the date of contribution as determined by the General
Partner, and the Carrying Values of all Partnership assets shall be adjusted to
equal their respective fair market values, in accordance with the rules set
forth in United States Treasury Regulation Section 1.704-


 


 


2

















 


1(b)(2)(iv)(f),
except as otherwise provided herein, as of: (a) the date of the acquisition of
any additional Partnership Interest by any new or existing Partner in exchange
for more than a de minimis Capital Contribution; (b) the date of the
distribution of more than a de minimis amount of Partnership assets to a
Partner; (c) the date a Partnership Interest is relinquished to the
Partnership; or (d) any other date specified in the United States Treasury
Regulations; provided, however, that adjustments
pursuant to clauses (a), (b) (c) and (d) above shall be made only if such
adjustments are deemed necessary or appropriate by the General Partner to
reflect the relative economic interests of the Partners. The Carrying Value of
any Partnership asset distributed to any Partner shall be adjusted immediately
before such distribution to equal its fair market value. In the case of any
asset that has a Carrying Value that differs from its adjusted tax basis,
Carrying Value shall be adjusted by the amount of depreciation calculated for
purposes of the definition of “Profits (Losses)” rather than the amount of
depreciation determined for U.S. federal income tax purposes, and depreciation
shall be calculated by reference to Carrying Value rather than tax basis once
Carrying Value differs from tax basis.


“Category
1 Limited Partner” means each of the Limited Partners identified in the
books and records of the Partnership as a Category 1 Limited Partner.


“Category
2 Limited Partner” means each of the Limited Partners identified in the
books and records of the Partnership as a Category 2 Limited Partner.


“Category
3 Limited Partner” means each of the Limited Partners identified in the
books and records of the Partnership as a Category 3 Limited Partner.


“Category
4 Limited Partner” means each of the Limited Partners identified in the
books and records of the Partnership as a Category 4 Limited Partner.


“Category
5 Limited Partner” means each of the Limited Partners identified in the
books and records of the Partnership as a Category 5 Limited Partner.


“Category
6 Limited Partner” means the Limited Partner identified in the books and
records of the Partnership as a Category 6 Limited Partner.


“Cause”
means the occurrence or existence of any of the following as determined fairly,
reasonably, on an informed basis and in good faith by the General Partner: (i)
(w) any breach by an Employed Limited Partner of any provision of this
Agreement or the Non-Competition Agreement attached hereto, (x) any material
breach of any rules or regulations applicable to senior managing directors or
employees, as applicable, of the Blackstone Holdings Partnerships, their
subsidiaries and their affiliated entities, (y) an Employed Limited Partner’s
deliberate failure to perform his or her duties to the Blackstone Holdings
Partnerships, their subsidiaries and their affiliated entities, or (z) an
Employed Limited Partner’s committing to or engaging in any conduct or behavior
that is or may be harmful to the Blackstone Holdings Partnerships, their
subsidiaries and their affiliated entities in any material way (provided that,
in the case of any of the foregoing clauses (w), (x), (y) and (z), the General
Partner has given the Employed Limited Partner written notice (a “Notice of
Breach”) within fifteen days after the General Partner becomes aware of
such action and


 


3

















 


such
Employed Limited Partner fails to cure such breach, failure to perform or
conduct or behavior within fifteen days after receipt by the Employed Limited
Partner of such Notice of Breach from the General Partner (or such longer
period, not to exceed an additional fifteen days, as shall be reasonably
required for such cure, provided, that such Employed Limited Partner is
diligently pursuing such cure), (iii) any act of fraud, misappropriation,
dishonesty, embezzlement or similar conduct against the Blackstone Holdings
Partnerships, their subsidiaries and their affiliated entities, or (iv)
conviction (on the basis of a trial or by an accepted plea of guilty or nolo contendere) of a felony or crime (including any
misdemeanor charge involving moral turpitude, false statements or misleading
omissions, forgery, wrongful taking, embezzlement, extortion or bribery), or a
determination by a court of competent jurisdiction, by a U.S. federal or state
or comparable non-U.S. regulatory body or by a self-regulatory body having
authority with respect to U.S. federal or state or comparable non-U.S.
securities laws, rules or regulations of the securities industry, that such
Employed Limited Partner individually has violated any U.S. federal or state or
comparable non-U.S. securities laws or any rules or regulations thereunder, or
any rules of any such self-regulatory body (including, without limitation, any
licensing requirement), if such conviction or determination has a material
adverse effect on (A) such Employed Limited Partner’s ability to function as a
senior managing director or employee, as applicable, of the Blackstone Holdings
Partnerships, their subsidiaries and their affiliated entities, taking into
account the services required of Employed Limited Partner and the nature of the
business of the Blackstone Holdings Partnerships, their subsidiaries and their
affiliated entities or (B) the business of the Blackstone Holdings
Partnerships, their subsidiaries and their affiliated entities.


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


“Change
of Control” means the occurrence of any Person, other than a Person
approved by the current Issuer General Partner, becoming the general partner of
the Issuer.


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


“Class”
means the classes of Units into which the interests in the Partnership may be
classified or divided from time to time pursuant to the provisions of this
Agreement.


“Class
A Units” means the Units of partnership interest in the Partnership
designated as the “Class A Units” herein and having the rights pertaining
thereto as are set forth in this Agreement.


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


“Common
Units” means common units representing limited partner interests of the
Issuer.


“Contingencies”
has the meaning set forth in Section 9.03(b).


 


4

















 


“Control”
(including the terms “Controlled by” and “under common Control with”)
means the possession, directly or indirectly, of the power to direct or cause
the direction of the management and policies of a Person, whether through the
ownership of voting securities, as trustee or executor, by contract or
otherwise, including, without limitation, the ownership, directly or
indirectly, of securities having the power to elect a majority of the board of
directors or similar body governing the affairs of such Person.


“Credit
Amount” has the meaning set forth in Section 4.01(b)(ii) of this Agreement.


“Creditable
Non-U.S. Tax” means a non-U.S. tax paid or accrued for United States
federal income tax purposes by the Partnership, in either case to the extent
that such tax is eligible for credit under Section 901(a) of the Code.  A non-U.S. tax is a Creditable Non-U.S. Tax
for these purposes without regard to whether a partner receiving an allocation
of such non-U.S. tax elects to claim a credit for such amount.  This definition is intended to be consistent
with the definition of “Creditable Non-U.S. Tax” in Temporary Treasury
Regulations Section 1.704-1T(b)(4)(xi)(b), and shall
be interpreted consistently therewith.


 “Delaware Arbitration Act” has the
meaning set forth in Section 11.10(d) of this Agreement.


“Disability”
means, as to any Person, such Person’s inability to perform in all material
respects his or her duties and responsibilities to the General Partner, or any
of its Affiliates, by reason of a physical or mental disability or infirmity
which inability is reasonably expected to be permanent and has continued (i)
for a period of six consecutive months or (ii) such shorter period as the
General Partner may reasonably determine in good faith.


“Disabling Event”
means the General Partner ceasing to be the general partner of the Partnership
pursuant to Section 17-402 of the Act.


“Dissolution
Event” has the meaning set forth in Section 9.02 of this Agreement.


“Employed
Limited Partner” means any Limited Partner that is employed by or providing
services to the Issuer General Partner, the Issuer, the General Partner, the
Partnership or any of its subsidiaries at the time in question, and any
Personal Planning Vehicle of such Limited Partner.


“Encumbrance”
means any mortgage, claim, lien, encumbrance, conditional sales or other title
retention agreement, right of first refusal, preemptive right, pledge, option,
charge, security interest or other similar interest, easement, judgment or
imperfection of title of any nature whatsoever.


“ERISA”
means The Employee Retirement Income Security Act of 1974, as amended.


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


 


5

















 


“Exchange
Agreement” means the exchange agreement dated as of or about the date
hereof among the Issuer, the Blackstone Holdings Partnerships and the limited
partners of the Blackstone Holdings Partnerships from time to time, as amended
from time to time.


“Exchange
Transaction” means an exchange of Units for Common Units pursuant to, and
in accordance with, the Exchange Agreement or, if the Issuer and the exchanging
Limited Partner shall mutually agree, a Transfer of Units to the Issuer, the
Partnership or any of their subsidiaries for other consideration.


“Final
Tax Amount” has the meaning set forth in Section 4.01(b)(ii).


“Fiscal
Year” means (i) the period commencing upon the formation of the Partnership
and ending on December 31, 2007 or (ii) any subsequent twelve-month period
commencing on January 1 and ending on December 31.


“GAAP”
means accounting principles generally accepted in the United States of America
as in effect from time to time.


“General
Partner” means Blackstone Holdings I/II GP Inc., a corporation formed under
the laws of the State of Delaware or any successor general partner admitted to
the Partnership in accordance with the terms of this Agreement.


“Government
Official” means a
person who holds a high-level, full-time position with a national,
supranational, U.S. federal, U.S. state or City of New York government.


“Incapacity”
means, with respect to any Person,
the bankruptcy, dissolution, termination, entry of an order of incompetence, or
the insanity, permanent disability or death of such Person.


“Initial
Limited Partner” means each Limited Partner as of the date of this
Agreement.


“Initial
Units” means, with respect to any Initial Limited Partner, the aggregate
number of Class A Units owned by such Initial Limited Partner as of the date of
this Agreement.


“Initial
Unvested Units” means, with respect to any Initial Limited Partner, the
aggregate number of Unvested Units owned by such Initial Limited Partner as of
the date of this Agreement.


“Initial
Vested Units” means, with respect to any Initial Limited Partner, the
aggregate number of Vested Units listed in the books and records of the
Partnership as of the date of this Agreement, and any additional Initial Units
that have vested from time to time in accordance with Section 8.01 of this
Agreement.


“Intangible
Assets” means the assets of the Partnership that are described in Section
197(d) of the Code.


 


6

















 


“Intangible
Asset Gain” means the net gain recognized by the Partnership with respect
to the Partnership’s Intangible Assets in connection with the actual or
hypothetical sale of all or substantially all of the assets of the Partnership,
including but not limited to net capital gain realized in connection with an
adjustment to the Carrying Value of Partnership assets; provided, however,
that any such gain shall constitute “Intangible Asset Gain” only to the extent
that any such gain exceeds losses previously recognized in an actual or
hypothetical sale of Intangible Assets.


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


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


“Issuer
General Partner” means Blackstone Group Management L.L.C., a limited
liability company formed under the laws of the State of Delaware and the
general partner of the Issuer, or any successor general partner of the Issuer.


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


“Law”
means any statute, law, ordinance, regulation, rule, code, executive order,
injunction, judgment, decree or other order issued or promulgated by any
national, supranational, state, federal, provincial, local or municipal
government or any administrative or regulatory body with authority therefrom
with jurisdiction over the Partnership or any Partner, as the case may be.


“Limited
Partner” means each of the Persons from time to time listed as a limited
partner in the books and records of the Partnership, and, for purposes of
Sections 8.01, 8.02, 8.03, 8.04, 8.05 and 8.06, any Personal Planning Vehicle
of such Limited Partner.


“Liquidation
Agent” has the meaning set forth in Section 9.03 of this Agreement.


“Last
Reported Sale Price” of the Common Units on any date means:


(a)           the closing sale price per unit on
the New York Stock Exchange on that date (or, if no closing sale price is
reported, the last reported sale price);


(b)           if the Common Units are not listed
for trading on the New York Stock Exchange, the closing sale price (or, if no
closing sale price is reported, the last reported sale price) as reported on
that date in composite transactions for the principal national securities
exchange registered pursuant to Section 6(g) of the Exchange Act on which the
Common Units are listed;


 


7

















 


(c)           if the Common Units are not so listed
on a national securities exchange, the last quoted bid price for the Common
Units on that date in the over-the-counter market as reported by Pink Sheets
LLC or a similar organization; or


(d)           if the Common Units are not so quoted
by Pink Sheets LLC or a similar organization, the average of the mid-point of
the last bid and ask prices for the Common Units on that date from a nationally
recognized independent investment banking firm selected by the General Partner
for this purpose.


“Minimum
Retained Ownership Requirement” has the meaning set forth in Section
8.04(a).


“Net
Taxable Income” has the meaning set forth in Section 4.01(b)(i).


“Non-Competition
Agreement” means collectively, the Senior Managing Director Non-Competition
and Non-Solicitation Agreement and Contracting Employees Non-Competition and
Non-Solicitation Agreement dated on or about the date hereof by certain
Employed Limited Partners with each of the Blackstone Holdings Partnerships and
any agreement with respect to similar subject matter entered into from time to
time by an Employed Limited Partner.


“Nonrecourse
Deductions” has the meaning set forth in Treasury Regulations Section
1.704-2(b).  The amount of Nonrecourse
Deductions of the Partnership for a fiscal year equals the net increase, if
any, in the amount of Partnership Minimum Gain of the Partnership during that
fiscal year, determined according to the provisions of Treasury Regulations
Section 1.704-2(c).


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


“Partners”
means, at any time, each person listed as a Partner (including the General
Partner) on the books and records of the Partnership, in each case for so long
as he, she or it remains a partner of the Partnership as provided hereunder.


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


“Partnership
Minimum Gain” has the meaning set forth in Treasury Regulations Sections
1.704-2(b)(2) and 1.704-2(d).


“Partner
Nonrecourse Debt Minimum Gain” means an amount with respect to each partner
nonrecourse debt (as defined in Treasury Regulations Section 1.704-2(b)(4))
equal to the Partnership Minimum Gain that would result if such partner
nonrecourse debt were treated as a nonrecourse liability (as defined in
Treasury Regulations Section 1.752-1(a)(2)) determined in accordance with
Treasury Regulations Section 1.704-2(i)(3).


“Partner
Nonrecourse Deductions” has the meaning ascribed to the term “partner nonrecourse
deductions” set forth in Treasury Regulations Section 1.704-2(i)(2).


 


8

















 


“Person”
means any individual, corporation, partnership, limited partnership, limited
liability company, limited company, joint venture, trust, unincorporated or
governmental organization or any agency or political subdivision thereof.


“Personal
Planning Vehicle” means, in respect of any Limited Partner, any estate,
family limited liability company, family limited partnership, or inter vivos or
testamentary trust that holds Units that is designated
as a Personal Planning Vehicle of such Limited Partner in the books and records
of the Partnership.


“Profits”
and “Losses” means, for each Fiscal Year or other period, the taxable
income or loss of the Partnership, or particular items thereof, determined in
accordance with the accounting method used by the Partnership for U.S. federal
income tax purposes with the following adjustments: (a) all items of income,
gain, loss or deduction allocated pursuant to Section 5.05 shall not be taken
into account in computing such taxable income or loss; (b) any income of the
Partnership that is exempt from U.S. federal income taxation and not otherwise
taken into account in computing Profits and Losses shall be added to such
taxable income or loss; (c) if the Carrying Value of any asset differs from its
adjusted tax basis for U.S. federal income tax purposes, any gain or loss
resulting from a disposition of such asset shall be calculated with reference
to such Carrying Value; (d) upon an adjustment to the Carrying Value (other
than an adjustment in respect of depreciation) of any asset, pursuant to the
definition of Carrying Value, the amount of the adjustment shall be included as
gain or loss in computing such taxable income or loss; (e) if the Carrying
Value of any asset differs from its adjusted tax basis for U.S. federal income
tax purposes, the amount of depreciation, amortization or cost recovery
deductions with respect to such asset for purposes of determining Profits and
Losses, if any, shall be an amount which bears the same ratio to such Carrying
Value as the U.S. federal income tax depreciation, amortization or other cost
recovery deductions bears to such adjusted tax basis (provided that if the
U.S. federal income tax depreciation, amortization or other cost recovery
deduction is zero, the General Partner may use any reasonable method for
purposes of determining depreciation, amortization or other cost recovery
deductions in calculating Profits and Losses); and (f) except for items in (a)
above, any expenditures of the Partnership not deductible in computing taxable
income or loss, not properly capitalizable and not otherwise taken into account
in computing Profits and Losses pursuant to this definition shall be treated as
deductible items.


“Restricted
Period,” with respect to each Limited Partner that is or was an Employed
Limited Partner, has the meaning set forth in such Limited Partner’s
Non-Competition Agreement.


“Restrictive
Covenant,” with respect to each Limited Partner that is or was an Employed
Limited Partner, has the meaning set forth in such Limited Partner’s
Non-Competition Agreement.


“Retirement”
(including the term “Retire”) means retirement of an Employed Limited
Partner from his or her employment with the Issuer General Partner, the Issuer,
the General Partner, the Partnership or any of their subsidiaries after (a) he
or she has reached age 65 and has at least five full years of service, or (b)
(i) his or her age plus years of service


 


9

















 


totals
at least 65, (ii) he or she has reached age 50 and (iii) he or she has had a
minimum of five years of service; provided,
however, that no Employed Limited Partner will be eligible to Retire prior to
June 30, 2010.


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


“Similar
Law” means any law or regulation that could cause the underlying assets of
the Partnership to be treated as assets of the Limited Partner by virtue of its
limited partner interest in the Partnership and thereby subject the Partnership
and the General Partner (or other persons responsible for the investment and
operation of the Partnership’s assets) to laws or regulations that are similar
to the fiduciary responsibility or prohibited transaction provisions contained
in Title I of ERISA or Section 4975 of the Code.


“Tax
Advances” has the meaning set forth in Section 5.07.


“Tax
Amount” has the meaning set forth in Section 4.01(b)(i).


“Tax
Distributions” has the meaning set forth in Section 4.01(b)(i).


“Tax
Matters Partner” has the meaning set forth in Section 5.08.


“Total
Percentage Interest” means, with respect to any Partner, the quotient
obtained by dividing the number of Units (vested or unvested) then owned by
such Partner by the number of Units then owned by all Partners.


“Transfer”
means, in respect of any Unit, property or other asset, any sale, assignment,
transfer, distribution or other disposition thereof, whether voluntarily or by
operation of Law, including, without limitation, the exchange of any Unit for
any other security.


“Transferee”
means any Person that is a transferee of a Partner’s interest in the
Partnership, or part thereof.


“Treasury
Regulations” means the income tax regulations, including temporary
regulations, promulgated under the Code, as such regulations may be amended
from time to time (including corresponding provisions of succeeding
regulations).


“Units”
means the Class A Units and any other Class of Units authorized in accordance
with this Agreement, which shall constitute interests in the Partnership as
provided in this Agreement and under the Act, entitling the holders thereof to
the relative rights, title and interests in the profits, losses, deductions and
credits of the Partnership at any particular time as set forth in this
Agreement, and any and all other benefits to which a holder thereof may be
entitled as a Partner as provided in this Agreement, together with the obligations
of such Partner to comply with all terms and provisions of this Agreement.


 


10

















 


“Unvested
Units” means those Units listed as unvested Units in the books and records
of the Partnership, as the same may be amended from time to time in accordance
with this Agreement.


“Vested
Percentage Interest” means, with respect to any Partner, the quotient
obtained by dividing the number of Vested Units then owned by such Partner by
the number of Vested Units then owned by all Partners.


“Vested
Units” means those Units listed as vested Units in the books and records of
the Partnership, as the same may be amended from time to time in accordance
with this Agreement.


ARTICLE II



FORMATION, TERM, PURPOSE AND POWERS


SECTION 2.01.    Formation.  The Partnership was formed as a limited
partnership under the provisions of the Act by the filing on May 18, 2007 of
the Certificate as provided in the preamble of this Agreement and the execution
of the Original Agreement. If requested by the General Partner, the Limited
Partners shall promptly execute all certificates and other documents consistent
with the terms of this Agreement necessary for the General Partner to
accomplish all filing, recording, publishing and other acts as may be appropriate
to comply with all requirements for (a) the formation and operation of a
limited partnership under the laws of the State of Delaware, (b) if the General
Partner deems it advisable, the operation of the Partnership as a limited
partnership, or partnership in which the Limited Partners have limited
liability, in all jurisdictions where the Partnership proposes to operate and
(c) all other filings required to be made by the Partnership.


SECTION 2.02.    Name. The name of the Partnership
shall be, and the business of the Partnership shall be conducted under the name
of, Blackstone Holdings II L.P.


SECTION
2.03.    Term. The term of the Partnership commenced
on the date of the filing of the Certificate, and the term shall continue until
the dissolution of the Partnership in accordance with Article IX. The existence
of the Partnership shall continue until cancellation of the Certificate in the
manner required by the Act.


SECTION 2.04.    Offices.  The Partnership may have offices at such
places either within or outside the State of Delaware as the General Partner
from time to time may select.


SECTION 2.05.    Agent for Service of Process. The
Partnership’s registered agent for service of process in the State of Delaware
shall be as set forth in the Certificate, as the same may be amended by the
General Partner from time to time.


SECTION 2.06.    Business Purpose. The Partnership
was formed for the object and purpose of, and the nature and character of the
business to be conducted by the Partnership is, engaging in any lawful act or
activity for which limited partnerships may be formed under the Act.


 


11

















 


SECTION 2.07.    Powers of the Partnership.
Subject to the limitations set forth in this Agreement, the Partnership will
possess and may exercise all of the powers and privileges granted to it by the
Act including, without limitation, the ownership and operation of the assets
contributed to the Partnership by the Partners, by any other Law or this
Agreement, together with all powers incidental thereto, so far as such powers
are necessary or convenient to the conduct, promotion or attainment of the
purpose of the Partnership
set forth in Section 2.06.


SECTION 2.08.    Partners; Admission of New Partners.  Each of the Persons listed in the books and
records of the Partnership, as the same may be amended from time to time in
accordance with this Agreement, by virtue of the execution of this Agreement,
are admitted as Partners of the Partnership. The rights, duties and liabilities
of the Partners shall be as provided in the Act, except as is otherwise
expressly provided herein, and the Partners consent to the variation of such
rights, duties and liabilities as provided herein. A Person may be admitted
from time to time as a new Partner in accordance with Section 8.10; provided,
however, that each new Partner shall execute and deliver to the General Partner
an appropriate supplement to this Agreement pursuant to which the new Partner
agrees to be bound by the terms and conditions of the Agreement, as it may be
amended from time to time.


SECTION 2.09.    Withdrawal.  No Partner shall have the right to withdraw
as a Partner of the Partnership other than following the Transfer of all Units
owned by such Partner in accordance with Article VIII; provided,
however, that a new General Partner or substitute General Partner may be
admitted to the Partnership in accordance with Section 8.09.


ARTICLE III



MANAGEMENT


SECTION 3.01.    General Partner. (a) The business, property and affairs of the
Partnership shall be managed under the sole, absolute and exclusive direction
of the General Partner, which may from time to time delegate authority to
officers or to others to act on behalf of the Partnership.


(b)   Without limiting the foregoing provisions of
this Section 3.01, the General Partner shall have the general power to manage
or cause the management of the Partnership (which may be delegated to officers
of the Partnership), including, without limitation, the following powers:


(i)                    to develop and prepare a
business plan each year which will set forth the operating goals and plans for
the Partnership;


(ii)                   to execute and deliver or to
authorize the execution and delivery of contracts, deeds, leases, licenses,
instruments of transfer and other documents on behalf of the Partnership;


(iii)                  the making of any
expenditures, the lending or borrowing of money, the assumption or guarantee
of, or other contracting for, indebtedness and other liabilities, the issuance
of evidences of indebtedness and the incurring of any other obligations;


 


12

















 


(iv)                  to employ, retain, consult
with and dismiss personnel;


(v)                   to establish and enforce
limits of authority and internal controls with respect to all personnel and
functions;


(vi)                  to engage attorneys,
consultants and accountants for the Partnership;


(vii)                 to develop or cause to be
developed accounting procedures for the maintenance of the Partnership’s books
of account; and


(viii)                to do all such other acts as
shall be authorized in this Agreement or by the Partners in writing from time
to time.


SECTION 3.02.    Compensation. 
The General Partner shall not be entitled to any compensation for
services rendered to the Partnership in its capacity as General Partner.


SECTION 3.03.    Expenses.                 The
Partnership shall bear and/or reimburse the General Partner for any expenses
incurred by the General Partner in connection with serving as the general
partner of the Partnership.


SECTION 3.04.    Officers.  Subject to the direction and oversight of the
General Partner, the day-to-day administration of the business of the
Partnership may be carried out by employees and agents who may be designated as
officers by the General Partner, with titles including but not limited to “chief
executive officer,” “chief financial officer,” “chief legal officer,” “chief
administrative officer,” “chief compliance officer,” “principal accounting
officer,” “chairman,” “senior chairman,” “vice chairman,” “president,” “vice
president,” “treasurer,” “assistant treasurer,” “secretary,” “assistant
secretary,” “general manager,” “senior managing director,” “managing director”
and “director,” as and to the extent authorized by the General Partner.  The officers of the Partnership shall have
such titles and powers and perform such duties as shall be determined from time
to time by the General Partner and otherwise as shall customarily pertain to
such offices.  Any number of offices may
be held by the same person.  All
employees, agents and officers shall be subject to the supervision and
direction of the General Partner and may be removed from such office by the
General Partner and the authority, duties or responsibilities of any employee,
agent or officer of the Partnership may be suspended by the General Partner from
time to time, in each case in the sole discretion of the General Partner.  The General Partner shall not cease to be a
general partner of the Partnership as a result of the delegation of any duties
hereunder.  No officer of the
Partnership, in its capacity as such, shall be considered a general partner of
the Partnership by agreement, estoppel, as a result of the performance of its
duties hereunder or otherwise.


SECTION 3.05.    Authority of Partners.  No Limited Partner, in its capacity as such,
shall participate in or have any control over the business of the Partnership.
Except as expressly provided herein, the Units do not confer any rights upon
the Limited Partners to participate in the affairs of the Partnership described
in this Agreement. Except as expressly provided herein, the Limited Partners
shall have no right to vote on any matter involving the Partnership, including
with respect to any merger, consolidation, combination or conversion of the
Partnership. The conduct, control and management of the Partnership shall be
vested exclusively in the General Partner. In all


 


13

















 


matters relating to or
arising out of the conduct of the operation of the Partnership, the decision of
the General Partner shall be the decision of the Partnership. Except as
required or permitted by Law, or expressly provided in the ultimate sentence of
this Section 3.05 or by separate agreement with the Partnership, no Partner who
is not also a General Partner (and acting in such capacity) shall take any part
in the management or control of the operation or business of the Partnership in
its capacity as a Partner, nor shall any Partner who is not also a General
Partner (and acting in such capacity) have any right, authority or power to act
for or on behalf of or bind the Partnership in his or its capacity as a Partner
in any respect or assume any obligation or responsibility of the Partnership or
of any other Partner. Notwithstanding the foregoing, the Partnership may employ
one or more Partners from time to time, and such Partners, in their capacity as
employees of the Partnership (and not, for clarity, in their capacity as
Limited Partners of the Partnership), may take part in the control and
management of the business of the Partnership to the extent such authority and
power to act for or on behalf of the Partnership has been delegated to them by
the General Partner.


SECTION 3.06.    Action by Written Consent or
Ratification.  Any action required or
permitted to be taken by the Partners pursuant to this Agreement shall be taken
if all Partners whose consent or ratification is required consent thereto or
provide a ratification in writing.


ARTICLE IV



DISTRIBUTIONS


SECTION 4.01.    Distributions.  (a)    The
General Partner, in its sole discretion, may authorize distributions by the
Partnership to the Partners, which distributions shall be made pro rata in accordance with the Partners’ respective Total
Percentage Interests. Notwithstanding the foregoing, any distributions in
respect of income of the Partnership earned on or prior to December 31, 2009
shall be made each Fiscal Year (A) first, to the General Partner until
sufficient distributions from the Partnership, together with distributions from
the other Blackstone Holdings Partnerships to their respective general
partners, have been so allocated to permit the Issuer to make aggregate
distributions to holders of Common Units of US$1.20 per Common Unit on an
annualized basis for such Fiscal Year; (B) second, to the Limited Partners
until an amount of distributions (on a per Unit basis) equivalent to the
distributions to the General Partner under clause (A) of this Section 4.01 has
been distributed in respect of each Limited Partners’ respective Total
Percentage Interests for such Fiscal Year; and (C) third, pro rata
in accordance with the Partners’ respective Total Percentage Interests.


(b)   (i)    In addition to
the foregoing, if the General Partner reasonably determines that the taxable income of the Partnership for a Fiscal Year will
give rise to taxable income for the Partners (“Net Taxable Income”), the
General Partner shall cause the Partnership to
distribute Available Cash in respect of income tax liabilities (the “Tax
Distributions”) to the extent that other distributions made by the Partnership
for such year were otherwise insufficient to cover such tax liabilities,
provided that distributions pursuant to Section 4.04 and allocations pursuant
to Section 5.04 related to such distributions shall not be taken into account
for purposes of this Section 4.01(b). The Tax Distributions payable with
respect to any Fiscal Year shall be computed based upon the General Partner’s
estimate of the allocable Net Taxable Income in accordance with
Article


 


14

















V, multiplied by the Assumed
Tax Rate (the “Tax Amount”).  For purposes of computing the Tax Amount, the effect of any
benefit under Section 743(b) of the Code will be ignored.


(ii)           Tax Distributions shall be calculated
and paid no later than one day prior to each quarterly due date for the payment
by corporations on a calendar year of estimated taxes under the Code in the
following manner (A) for the first quarterly period, 25% of the Tax Amount, (B)
for the second quarterly period, 50% of the Tax Amount, less the prior Tax
Distributions for the Fiscal Year, (C) for the third quarterly period, 75% of
the Tax Amount, less the prior Tax Distributions for the Fiscal Year and (D)
for the fourth quarterly period, 100% of the Tax Amount, less the prior Tax
Distributions for the Fiscal Year. Following each Fiscal Year, and no later
than one day prior to the due date for the payment by corporations of income
taxes for such Fiscal Year, the General Partner shall make an amended
calculation of the Tax Amount for such Fiscal Year (the “Amended Tax Amount”),
and shall cause the Partnership to distribute a Tax Distribution, out of
Available Cash, to the extent that the Amended Tax Amount so calculated exceeds
the cumulative Tax Distributions previously made by the Partnership in respect
of such Fiscal Year. If the Amended Tax Amount is less than the cumulative Tax
Distributions previously made by the Partnership in respect of the relevant
Fiscal Year, then the difference (the “Credit Amount”) shall be applied
against, and shall reduce, the amount of Tax Distributions made for subsequent
Fiscal Years.   Within 30 days following
the date on which the Partnership files a tax return on Form 1065, the General
Partner shall make a final calculation of the Tax Amount of such Fiscal Year
(the “Final Tax Amount”) and shall cause the Partnership to distribute a
Tax Distribution, out of Available Cash, to the extent that the Final Tax
Amount so calculated exceeds the Amended Tax Amount. If the Final Tax Amount is
less than the Amended Tax Amount in respect of the relevant Fiscal Year, then
the difference (“Additional Credit Amount”) shall be applied against,
and shall reduce, the amount of Tax Distributions made for subsequent Fiscal
Years.  Any Credit Amount and Additional
Credit Amount applied against future Tax Distributions shall be treated as an
amount actually distributed pursuant to this Section 4.01(b) for purposes of
the computations herein.


SECTION 4.02.    Liquidation Distribution.  Distributions made upon dissolution of the
Partnership shall be made as provided in Section 9.03.


SECTION 4.03.    Limitations on Distribution.  Notwithstanding any provision to the contrary
contained in this Agreement, the General Partner shall not make a Partnership
distribution to any Partner if such distribution would violate Section 17-607
of the Act or other applicable Law.


SECTION 4.04.    Other Distributions.  Distributions to each Partner pursuant to a
Senior Managing Director Agreement or a Founding Member Agreement shall
constitute interests in the Partnership for US federal income tax purposes.


 


15

















 


ARTICLE V



CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS;

TAX ALLOCATIONS; TAX MATTERS


SECTION 5.01.    Initial Capital Contributions.  The Partners have made, on or prior to the
date hereof, Capital Contributions and have acquired the number of Class A
Units as specified in the books and records of the Partnership.


SECTION 5.02.    No Additional Capital Contributions.  Except as otherwise provided in this Article
V, no Partner shall be required to make additional Capital Contributions to the
Partnership without the consent of such Partner or permitted to make additional
capital contributions to the Partnership without the consent of the General
Partner.


SECTION 5.03.    Capital Accounts.  A separate capital account (a “Capital
Account”) shall be established and maintained for each Partner in
accordance with the provisions of Treasury Regulations Section
1.704-1(b)(2)(iv).  The Capital Account
of each Partner shall be credited with such Partner’s Capital Contributions, if
any, all Profits allocated to such Partner pursuant to Section 5.04 and any
items of income or gain which are specially allocated pursuant to Section 5.05;
and shall be debited with all Losses allocated to such Partner pursuant to
Section 5.04, any items of loss or deduction of the Partnership specially
allocated to such Partner pursuant to Section 5.05, and all cash and the
Carrying Value of any property (net of liabilities assumed by such Partner and
the liabilities to which such property is subject) distributed by the
Partnership to such Partner.  Any
references in any section of this Agreement to the Capital Account of a Partner
shall be deemed to refer to such Capital Account as the same may be credited or
debited from time to time as set forth above. 
In the event of any transfer of any interest in the Partnership in
accordance with the terms of this Agreement, the transferee shall succeed to
the Capital Account of the transferor to the extent it relates to the
transferred interest.


SECTION 5.04.    Allocations of Profits and Losses.  Except as otherwise provided in this
Agreement, Profits and Losses (and, to the extent necessary, individual items
of income, gain or loss or deduction of the Partnership) shall be allocated in
a manner such that the Capital Account of each Partner after giving effect to
the Special Allocations set forth in Section 5.05 is, as nearly as possible,
equal (proportionately) to (i) the distributions that would be made pursuant to
Article IV if the Partnership were dissolved, its affairs wound up and its
assets sold for cash equal to their Carrying Value, all Partnership liabilities
were satisfied (limited with respect to each non-recourse liability to the
Carrying Value of the assets securing such liability) and the net assets of the
Partnership were distributed to the Partners pursuant to this Agreement, minus
(ii) such Partner’s share of Partnership Minimum Gain and Partner Nonrecourse
Debt Minimum Gain, computed immediately prior to the hypothetical sale of
assets. For purposes of this Article V, each Unvested Unit shall be treated as
a Vested Unit. Notwithstanding the foregoing, the General Partner shall make
such adjustments to Capital Accounts as it determines in its sole discretion to
be appropriate to ensure allocations are made in accordance with a partner’s
interest in the Partnership.


SECTION 5.05.    Special Allocations.  Notwithstanding any other provision in this
Article V:


 


16

















 


(a)   Minimum Gain Chargeback.  If there is a net decrease in Partnership
Minimum Gain or Partner Nonrecourse Debt Minimum Gain (determined in accordance
with the principles of Treasury Regulations Sections 1.704-2(d) and 1.704-2(i))
during any Partnership taxable year, the Partners shall be specially allocated
items of Partnership income and gain for such year (and, if necessary,
subsequent years) in an amount equal to their respective shares of such net
decrease during such year, determined pursuant to Treasury Regulations Sections
1.704-2(g) and 1.704-2(i)(5).  The items
to be so allocated shall be determined in accordance with Treasury Regulations
Section 1.704-2(f).  This Section
5.05(a) is intended to comply with the minimum gain chargeback requirements in
such Treasury Regulations Sections and shall be interpreted consistently
therewith; including that no chargeback shall be required to the extent of the
exceptions provided in Treasury Regulations Sections 1.704-2(f) and
1.704-2(i)(4).


(b)   Qualified Income Offset.  If any Partner unexpectedly receives any
adjustments, allocations, or distributions described in Treasury Regulations
Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Partnership income and
gain shall be specially allocated to such Partner in an amount and manner
sufficient to eliminate the deficit balance in such Partner’s Adjusted Capital
Account Balance created by such adjustments, allocations or distributions as
promptly as possible;  provided
that an allocation pursuant to this Section 5.05(b) shall be made only to the
extent that a Partner would have a deficit Adjusted Capital Account Balance in
excess of such sum after all other allocations provided for in this Article V
have been tentatively made as if this Section 5.05(b) were not in this
Agreement.  This Section 5.05(b) is
intended to comply with the “qualified income offset” requirement of the Code
and shall be interpreted consistently therewith.


(c)   Gross Income Allocation.  If any Partner has a deficit Capital Account
at the end of any Fiscal Year which is in excess of the sum of (i) the amount
such Partner is obligated to restore, if any, pursuant to any provision of this
Agreement, and (ii) the amount such Partner is deemed to be obligated to
restore pursuant to the penultimate sentences of Treasury Regulations Section
1.704-2(g)(1) and 1.704-2(i)(5), each such Partner shall be specially allocated
items of Partnership income and gain in the amount of such excess as quickly as
possible; provided that an allocation pursuant to this Section 5.05(c)
shall be made only if and to the extent that a Partner would have a deficit
Capital Account in excess of such sum after all other allocations provided for
in this Article V have been tentatively made as if Section 5.05(b) and this
Section 5.05(c) were not in this Agreement.


(d)   Nonrecourse Deductions.  Nonrecourse Deductions shall be allocated to
the Partners in accordance with their respective Total Percentage Interests.


(e)   Partner Nonrecourse Deductions.  Partner Nonrecourse Deductions for any
taxable period shall be allocated to the Partner who bears the economic risk of
loss with respect to the liability to which such Partner Nonrecourse Deductions
are attributable in accordance with Treasury Regulations Section 1.704-2(j).


(f)    Creditable Non-U.S. Taxes.  Creditable Non-U.S. Taxes for any taxable
period attributable to the Partnership, or an entity owned directly or
indirectly by the Partnership, shall be allocated to the Partners in proportion
to the partners’ distributive shares of income (including income allocated
pursuant to Section 704(c) of the Code) to which the Creditable Non-U.S. Tax
relates (under principles of Treasury Regulations Section 1.904-6).  The provisions of this Section


 


17

















5.05(f) are intended to
comply with the provisions of Temporary Treasury Regulations Section
1.704-1T(b)(4)(xi), and shall be interpreted consistently therewith.


(g)           Ameliorative
Allocations. Any special allocations of income or gain pursuant to Sections
5.05(b) or 5.05(c) hereof shall be taken into account in computing subsequent
allocations pursuant to Section 5.04 and this Section 5.05(g), so that the net
amount of any items so allocated and all other items allocated to each Partner
shall, to the extent possible, be equal to the net amount that would have been
allocated to each Partner if such allocations pursuant to Sections 5.05(b) or
5.05(c) had not occurred.


SECTION 5.06.    Tax Allocations.  For income tax purposes, each item of income,
gain, loss and deduction of the Partnership shall be allocated among the
Partners in the same manner as the corresponding items of Profits and Losses
and specially allocated items are allocated for Capital Account purposes; provided
that in the case of any asset the Carrying Value of which differs from its
adjusted tax basis for U.S. federal income tax purposes, income, gain, loss and
deduction with respect to such asset shall be allocated solely for income tax
purposes in accordance with the principles of Sections 704(b) and (c) of the
Code (in any manner determined by the General Partner and permitted by the Code
and Treasury Regulations) so as to take account of the difference between
Carrying Value and adjusted basis of such asset.  Notwithstanding the foregoing, the General
Partner shall make such allocations for tax purposes as it determines in its
sole discretion to be appropriate to ensure allocations are made in accordance
with a partner’s interest in the Partnership.


SECTION 5.07.    Tax Advances.  To the extent the General Partner reasonably
believes that the Partnership is required by law to withhold or to make tax
payments on behalf of or with respect to any Partner or the Partnership is
subjected to tax itself by reason of the status of any Partner (“Tax
Advances”), the General Partner may withhold such amounts and make such tax
payments as so required.  All Tax
Advances made on behalf of a Partner shall be repaid by reducing the amount of
the current or next succeeding distribution or distributions which would
otherwise have been made to such Partner or, if such distributions are not
sufficient for that purpose, by so reducing the proceeds of liquidation
otherwise payable to such Partner.  For all purposes of this Agreement such Partner shall be treated as having
received the amount of the distribution that is equal to the Tax Advance.  Each Partner hereby agrees to indemnify
and hold harmless the Partnership and the other Partners from and against any
liability (including, without limitation, any liability for taxes, penalties,
additions to tax or interest other than any penalties, additions to tax or
interest imposed as a result of the Partnership’s failure to withhold or make a
tax payment on behalf of such Partner which withholding or payment is required
pursuant to applicable Law but only to the extent amounts sufficient to pay
such taxes were not timely distributed to the Partner pursuant to Section
4.01(b)) with respect to income attributable to or distributions or other
payments to such Partner.


SECTION 5.08.    Tax Matters.  The General Partner shall be the initial “tax
matters partner” within the meaning of Section 6231(a)(7) of the Code (the “Tax
Matters Partner”). The Partnership shall file as a partnership for federal,
state, provincial and local income tax purposes, except where otherwise
required by Law. All elections required or permitted to be made by the
Partnership, and all other tax decisions and determinations relating to
federal, state, provincial or local tax matters of the Partnership, shall be
made by the Tax Matters Partner, in consultation with


 


18

















the Partnership’s
attorneys and/or accountants. Tax audits, controversies and litigations shall
be conducted under the direction of the Tax Matters Partner. The Tax Matters
Partner shall keep the other Partners reasonably informed as to any tax
actions, examinations or proceedings relating to the Partnership and shall
submit to the other Partners, for their review and comment, any settlement or
compromise offer with respect to any disputed item of income, gain, loss,
deduction or credit of the Partnership. As soon as reasonably practicable after
the end of each Fiscal Year, the Partnership shall send to each Partner a copy
of U.S. Internal Revenue Service Schedule K-1, and any comparable statements
required by applicable U.S. state or local income tax Law as a result of the
Partnership’s activities or investments, with respect to such Fiscal Year. The
Partnership also shall provide the Partners with such other information as may
be reasonably requested for purposes of allowing the Partners to prepare and
file their own tax returns.


SECTION 5.09.    Other Allocation Provisions.  Certain of the foregoing provisions and the
other provisions of this Agreement relating to the maintenance of Capital
Accounts are intended to comply with Treasury Regulations Section 1.704-1(b)
and shall be interpreted and applied in a manner consistent with such
regulations.  Sections 5.03, 5.04 and
5.05 may be amended at any time by the General Partner if necessary, in the
opinion of tax counsel to the Partnership, to comply with such regulations or
any applicable Law, so long as any such amendment does not materially change
the relative economic interests of the Partners.


ARTICLE VI



BOOKS AND RECORDS; REPORTS


SECTION 6.01.    Books and Records.  (a)        At
all times during the continuance of the Partnership, the Partnership shall
prepare and maintain separate books of account for the Partnership in
accordance with GAAP.


(b)   Except as limited by Section 6.01(c), each
Limited Partner shall have the right to receive, for a purpose reasonably
related to such Limited Partner’s interest as a Limited Partner in the
Partnership, upon reasonable written demand stating the purpose of such demand
and at such Limited Partner’s own expense:


(i)            a copy of the Certificate and this
Agreement and all amendments thereto, together with a copy of the executed
copies of all powers of attorney pursuant to which the Certificate and this
Agreement and all amendments thereto have been executed; and


(ii)           promptly after their becoming
available, copies of the Partnership’s federal, state and local income tax
returns and reports, if any, for the three most recent years.


(c)   The General Partner may keep confidential
from the Limited Partners, for such period of time as the General Partner
determines in its sole discretion, (i) any information that the General Partner
reasonably believes to be in the nature of trade secrets or (ii) other
information the disclosure of which the General Partner believes is not in the
best interests of the Partnership, could damage the Partnership or its business
or that the Partnership is required by law or by agreement with any third party
to keep confidential.


 


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ARTICLE VII



PARTNERSHIP UNITS


SECTION 7.01.    Units.  Interests in the Partnership shall be
represented by Units.  The Units
initially are comprised of one Class: Class A Units.  The General Partner may establish, from time
to time in accordance with such procedures as the General Partner shall
determine from time to time, other Classes, one or more series of any such
Classes, or other Partnership securities with such designations, preferences,
rights, powers and duties (which may be senior to existing Classes and series
of Units or other Partnership securities), as shall be determined by the
General Partner, including (i) the right to share in Profits and Losses or
items thereof; (ii) the right to share in Partnership distributions; (iii) the
rights upon dissolution and liquidation of the Partnership; (iv) whether, and
the terms and conditions upon which, the Partnership may or shall be required
to redeem the Units or other Partnership securities (including sinking fund
provisions); (v) whether such Unit or other Partnership security is issued with
the privilege of conversion or exchange and, if so, the terms and conditions of
such conversion or exchange; (vi) the terms and conditions upon which each Unit
or other Partnership security will be issued, evidenced by certificates and
assigned or transferred; (vii) the method for determining the Total Percentage
Interest as to such Units or other Partnership securities; and (viii) the
right, if any, of the holder of each such Unit or other Partnership security to
vote on Partnership matters, including matters relating to the relative
designations, preferences, rights, powers and duties of such Units or other
Partnership securities. Except as expressly provided in this Agreement to the
contrary, any reference to “Units” shall include the Class A Units and any
other Classes that may be established in accordance with this Agreement.  All Units of a particular Class shall have
identical rights in all respects as all other Units of such Class, except in
each case as otherwise specified in this Agreement.


SECTION 7.02.    Register.  The register of the Partnership shall be the
definitive record of ownership of each Unit and all relevant information with
respect to each Partner.  Unless the
General Partner shall determine otherwise, Units shall be uncertificated and
recorded in the books and records of the Partnership.


SECTION 7.03.    Registered Partners.  The Partnership shall be entitled to
recognize the exclusive right of a Person registered on its records as the
owner of Units for all purposes and shall not be bound to recognize any
equitable or other claim to or interest in Units on the part of any other
Person, whether or not it shall have express or other notice thereof, except as
otherwise provided by the Act or other applicable Law.


ARTICLE VIII



VESTING; FORFEITURE OF INTERESTS; TRANSFER RESTRICTIONS


SECTION 8.01.    Vesting of Initial Unvested Units.  (a) Subject to Section 8.02 and except as set
forth in Section 8.01(b) or as otherwise agreed to in writing between the
General Partner and the applicable Limited Partner and reflected in the books
and records of the Partnership, the Initial Unvested Units shall vest and shall
thereafter be Vested Units for all purposes of this Agreement as follows:


 


20

















(i)            with respect to each Category 1
Limited Partner, 100% of the Initial Unvested Units owned by such Limited
Partner shall vest and thereafter be Vested Units for all purposes of this
Agreement in equal 25% installments on each of the first, second, third and
fourth anniversary dates of the consummation of the IPO;


(ii)           with respect to each Category 3
Limited Partner and Category 4 Limited Partner, 100% of the Initial Unvested
Units owned by such Limited Partner shall vest and thereafter be Vested Units
for all purposes of this Agreement in equal 20% installments on each of the
first, second, third, fourth and fifth anniversary dates of the consummation of
the IPO; and


(iii)          with respect to each Category 5
Limited Partner, 100% of the Initial Unvested Units owned by such Limited
Partner shall vest and thereafter be Vested Units for all purposes of this
Agreement in equal 12.5% installments on each of the first, second, third,
fourth, fifth, sixth, seventh and eighth anniversary dates of the consummation
of the IPO.


(b)   Notwithstanding Section 8.01(a), if earlier,
the Initial Unvested Units shall vest and shall thereafter be Vested Units for
all purposes of this Agreement as follows: (i) upon the Retirement of an
Employed Limited Partner, 50% of the Initial Unvested Units owned by such
Limited Partner that are Unvested Units at that time shall vest and thereafter
be Vested Units for all purposes of this Agreement; (ii) upon the death or Disability
of an Employed Limited Partner, 100% of the Initial Unvested Units owned by
such Limited Partner that are Unvested Units at that time shall vest and
thereafter be Vested Units for all purposes of this Agreement; and (iii) upon
the occurrence of a Change in Control, 100% of the Initial Unvested Units that
are Unvested Units at that time shall vest and thereafter be Vested Units for
all purposes of this Agreement.


(c)   In addition, the General Partner in its sole
discretion may authorize the earlier vesting of all or a portion of the Initial
Unvested Units owned by any one or more Limited Partners at any time and from
time to time, and in such event, such Initial Unvested Units shall vest and
thereafter be Vested Units for all purposes of this Agreement. Any such
determination in the General Partner’s discretion in respect of Initial
Unvested Units shall be final and binding. Such determinations need not be
uniform and may be made selectively among Limited Partners, whether or not such
Limited Partners are similarly situated, and shall not constitute the breach of
any duty hereunder or otherwise existing at law, in equity or otherwise.


(d)   Upon the vesting of any Initial Unvested
Units in accordance with this Section 8.01, the General Partner shall modify
the books and records of the Partnership to reflect such vesting.


SECTION 8.02.    Forfeiture of Units Held by Initial
Limited Partners.  (a)  Other than
as set forth in Section 8.01(b) and except as otherwise agreed to in writing
between the General Partner and the applicable Limited Partner and reflected in
the books and records of the Partnership, if a Limited Partner ceases to be an
Employed Limited Partner for any reason, such Limited Partner’s Unvested Units
shall be immediately forfeited without any consideration, and such Limited
Partner shall cease to own or have any rights with respect to such Unvested
Units; provided, however, that if a Limited Partner ceases to be an
Employed Limited Partner after June


 


21

















30, 2010 in order to become a Government Official, such
Limited Partner’s Unvested Units shall continue to vest as set forth in Section
8.01 until such Limited Partner ceases to be a Government Official for any
reason, at which point such Limited Partner’s Unvested Units shall be
immediately forfeited without any consideration (unless such Limited Partner
becomes an Employed Limited Partner immediately after such Limited Partner
ceases to be such a Government Official, in which case such Limited Partner’s
Unvested Units shall continue to vest as set forth in Section 8.01) and such
Limited Partner shall cease to own or have any rights with respect to such
Unvested Units. Immediately upon the forfeiture of any Initial Unvested Units,
such Unvested Units that have been so forfeited shall be cancelled.


(b)   Except as
otherwise agreed to in writing between the General Partner and the applicable
Limited Partner and reflected in the books and records of the Partnership, (i)
if a Limited Partner that is or was at any time an Employed
Limited Partner breaches any Restrictive Covenant to which such Limited Partner
is subject or (ii) if an Employed Limited Partner is terminated for Cause, the
Initial Units held by such Limited Partner at that time
(whether or not vested) shall be
immediately forfeited without any consideration, and such Limited Partner shall
cease to own or have any rights with respect to such Initial Units; provided,
however, that Initial Units held by a Personal Planning Vehicle of a Category 1
Limited Partner created prior to the date of
this Agreement are not subject to forfeiture.  Immediately upon the forfeiture of any
Initial Units, such Initial Units that have been so forfeited shall be
cancelled.


(c)   Upon the forfeiture of any Unvested Units in
accordance with this Section 8.02, the General Partner shall modify the books
and records of the Partnership to reflect such forfeiture.


SECTION 8.03.    Limited Partner Transfers.  (a)              Except
as provided in clauses (b), (c), (d) and (f) of this Section 8.03, no Limited
Partner or Assignee thereof may Transfer (including by exchanging in an
Exchange Transaction) all or any portion of its Units or other interest in the
Partnership (or beneficial interest therein) without the prior consent of the
General Partner, which consent may be given or withheld, or made subject to
such conditions (including, without limitation, the receipt of such legal
opinions and other documents that the General Partner may require) as are
determined by the General Partner, in each case in the General Partner’s sole
discretion.  Any such determination in
the General Partner’s discretion in respect of Units shall be final and
binding. Such determinations need not be uniform and may be made selectively
among Limited Partners, whether or not such Limited Partners are similarly
situated, and shall not constitute the breach of any duty hereunder or
otherwise existing at law, in equity or otherwise. Any purported Transfer of
Units that is not in accordance with, or subsequently violates, this Agreement
shall be, to the fullest extent permitted by law, null and void.


(b)   Notwithstanding clause (a) above, except as
provided in or pursuant to clauses (b), (c), (d), (e) and (f) below and subject
to Section 8.04, (i) each Limited Partner other than a Category 2 Limited
Partner may exchange in an Exchange Transaction (x) up to 331/3% of the Initial Vested
Units owned by such Limited Partner on the first anniversary of the
consummation of the IPO at any time and from time to time following the first
anniversary of the consummation of the IPO; (y) up to 662/3%
of the Initial Vested Units owned by such Limited Partner on the second
anniversary of the consummation of the IPO less any Initial Vested Units
Transferred pursuant to clause (i) at any time and from time to time following
the second anniversary of the consummation of the IPO; and (z) up to 100% of
the Initial Vested Units owned by such Limited Partner at any time and from
time to time following the third anniversary of the consummation of the IPO;
and (ii) each Category 2 Limited Partner may exchange in an Exchange
Transaction (x) up to 331/3% of the Initial Vested
Units owned by such Limited Partner on December 31, 2008 at any time and from
time to time following December 31, 2008; (y) up to 662/3%
of the Initial Vested Units owned by such Limited Partner on December 31, 2009
less any Initial Vested Units Transferred pursuant to clause (i) at any time
and from time to time following December 31, 2009; and (z) up to 100% of the
Initial Vested Units owned by such Limited Partner at any


 


22

















time and from time to time
following December 31, 2010; provided in
each case that any Initial Units owned by a Personal Planning Vehicle of a
Limited Partner shall be aggregated with the Initial Units owned by such
Limited Partner for purposes of calculating the limitation set forth in this
Section 8.03(b); and provided further in
each case that Unvested Units may not by Transferred at any time.


(c)   Notwithstanding clauses (a) or (b) above,
with the prior consent of the General Partner, (i) the Category 1 Limited
Partners may make one or more gratuitous Transfers (including by exchanging in
an Exchange Transaction) to any Charity at any time and from time to time up to
a number of Initial Vested Units owned by such Limited Partners that is equal
to the quotient of $250 million divided by the offering price per Common
Unit in the IPO for the purpose of making gratuitous transfers to any Charity.


(d)   Notwithstanding clauses (a) or (b) above, if
earlier: (i) upon the death or Disability of an Employed Limited Partner, such
Limited Partner may exchange in an Exchange Transaction at any time and from
time to time up to 100% of the Initial Units owned by such Limited Partner; (ii)
other than with respect to a Category 1 Limited Partner, following an Employed
Limited Partner’s termination of employment and after the earlier to occur of
(A) one year from the date of termination of employment or (B) the expiration
of the longest applicable Restricted Period with respect to such Employed
Limited Partner, such Limited Partner may exchange in an Exchange Transaction
at any time and from time to time up to 100% of the Initial Units owned by such
Limited Partner; (iii) following Mr. Stephen A. Schwarzman’s termination of
employment, any Category 1 Limited Partner may exchange in an Exchange
Transaction at any time and from time to time up to 100% of the Initial Units
owned by such Limited Partner; and (iv) upon the occurrence of a Change in
Control, any Limited Partner may exchange in an Exchange Transaction at any
time and from time to time up to 100% of the Initial Units owned by such
Limited Partner; provided that in each case
Unvested Units may not by Transferred at any time.


(e)   Notwithstanding anything to the contrary
herein, other than pursuant to Section 8.03(f), no Limited Partner that is or
was a senior managing director of any of the Blackstone Holdings Partnerships
or their subsidiaries nor any Personal Planning Vehicle of such Limited Partner
may effect an Exchange Transaction and/or Transfer any Common Units at any time
prior to December 31, 2009 other than pursuant to transactions or programs
approved by the General Partner in its sole discretion. Any such determinations
by the General Partner need not be uniform and may be made selectively among
any such Limited Partners, whether or not such Limited Partners are similarly
situated, and shall not constitute the breach of any duty hereunder or
otherwise existing at law, in equity or otherwise.


(f)    Notwithstanding clauses (a), (b), (c), (d)
and (e) above, a Personal Planning Vehicle of a Limited Partner may Transfer Class
A Units (i) to the donor thereof; (ii) if the Personal Planning Vehicle is a
grantor retained


 


23

















annuity trust and the
trustee(s) of such grantor retained annuity trust is obligated to make one or
more distributions to the donor of the grantor retained annuity trust, the
estate of the donor of the grantor retained annuity trust, the spouse of the
donor of the grantor retained annuity trust or the estate of the spouse of the
donor of the grantor retained annuity trust, to any such Persons; or (iii) upon
the death of such Limited Partner, to the spouse of such Limited Partner or a
trust for which a deduction under Section 2056 or 2056A (or any successor
provisions) of the Code may be sought.


SECTION 8.04.    Minimum Retained Ownership
Requirement.  (a)  Other than the Category 1 Limited Partners,
the Category 2 Limited Partners and the Category 6 Limited Partner and unless
otherwise permitted by the General Partner in its sole discretion, each Limited
Partner that is or was at any time an Employed Limited Partner other than a
Personal Planning Vehicle shall, until the first anniversary of such Employed
Limited Partner’s termination of employment, continue to hold (and may not
Transfer) at least 25% of all Initial Vested Units received collectively by
such Employed Limited Partner and by any Personal Planning Vehicle of such
Employed Limited Partner (the “Minimum Retained Ownership Requirement”);
and provided that upon the Retirement of an
Employed Limited Partner, such Limited Partner shall be subject to a Minimum
Retained Ownership Requirement of 12.5% instead of 25%. For purposes of this
paragraph (a), (i) Units held by a Personal Planning Vehicle of a Limited
Partner (other than the portion of the Units received by a Personal Planning
Vehicle created prior to the date of this Agreement identified in the books and records of
the Partnership as “Non-Minimum Retained Ownership Requirement Units”) shall be
deemed held by such Limited Partner for purposes of calculating the number of
Initial Vested Units received by such Limited Partner and (ii) any Units held
by a Personal Planning Vehicle of a Limited Partner shall not be deemed to be
held by such Limited Partner for purposes of calculating whether the relevant
percentage of Initial Vested Units held satisfies the Minimum Retained
Ownership Requirement set forth in this Section 8.04(a).


(b)   Unless otherwise approved by the General
Partner in its sole discretion, each Category 1 Limited Partner other than a
Personal Planning Vehicle shall, until Mr. Stephen A. Schwarzman’s termination
of employment, continue to hold (and may not Transfer) the lesser of (i) at
least 25% of all Initial Vested Units received collectively by the Category 1
Limited Partners and (ii) a number of Initial Units that is equal to the
quotient of $1.5 billion divided by the Last Reported Sale Price per
Common Unit from time to time. For purposes of this paragraph (b), (i) Units
held by a Personal Planning Vehicle of a Category 1 Limited Partner (other than
the portion of the Units received by a Personal Planning Vehicle created prior
to the date of this Agreement identified in the books and
records of the Partnership as “Non-Minimum Retained Ownership Requirement Units”)
shall be deemed held by such Category 1 Limited Partner for purposes of
calculating the number of Initial Vested Units received by such Category 1
Limited Partner and (ii) any Units held by a Personal Planning Vehicle of a
Category 1 Limited Partner shall not be deemed to be held by such Category 1
Limited Partner for purposes of calculating whether the relevant percentage of
Initial Vested Units held satisfies the Minimum Retained Ownership Requirement
set forth in this Section 8.04(b).


SECTION 8.05.    Mandatory Exchanges.  The General Partner may in its sole
discretion at any time and from time to time, without the consent of any Limited
Partner, require any Limited Partner other than an Employed Limited Partner to
Transfer in an Exchange Transaction all Units held by such Limited Partner. Any
such determinations by the General Partner need not be uniform and may be made
selectively among Limited Partners, whether or not such


 


24

















Limited Partners are
similarly situated. In addition, the General Partner may, with the consent of
Partners whose Vested Percentage Interests exceed 75% of the Vested Percentage
Interests of all Partners in the aggregate, require all Limited Partners to
Transfer in an Exchange Transaction all Units held by them.


SECTION 8.06.    Encumbrances.  No Limited Partner or Assignee may create an
Encumbrance with respect to all or any portion of its Units (or any beneficial
interest therein) other than Encumbrances that run in favor of the Limited
Partner unless the General Partner consents in writing thereto, which consent
may be given or withheld, or made subject to such conditions as are determined
by the General Partner, in the General Partner’s sole discretion.  Consent of the General Partner shall be
withheld until the holder of the Encumbrance acknowledges the terms and
conditions of this Agreement.  Any
purported Encumbrance that is not in accordance with this Agreement shall be,
to the fullest extent permitted by law, null and void.


SECTION 8.07.    Further Restrictions.  Notwithstanding any contrary provision in
this Agreement, in no event may any Transfer of a Unit be made by any Limited
Partner or Assignee if:


(a)         such Transfer is made to any Person who
lacks the legal right, power or capacity to own such Unit;


(b)        such Transfer would require the
registration of such transferred Unit or of any Class of Unit pursuant to any
applicable United States federal or state securities laws (including, without
limitation, the Securities Act or the Exchange Act) or other non-U.S securities
laws (including Canadian provincial or territorial securities laws) or would
constitute a non-exempt distribution pursuant to applicable provincial or state
securities laws;


(c)         such Transfer would not cause (i) all
or any portion of the assets of the Partnership to (A) constitute “plan assets”
(under ERISA, the Code or any applicable Similar Law) of any existing or
contemplated Limited Partner, or (B) be subject to the provisions of ERISA,
Section 4975 of the Code or any applicable Similar Law, or (ii) the General
Partner to become a fiduciary with respect to any existing or contemplated
Limited Partner, pursuant to ERISA, any applicable Similar Law, or otherwise;


(d)        to the extent requested by the General Partner, the Partnership does not
receive such legal and/or tax opinions and written instruments (including,
without limitation, copies of any instruments of Transfer and such Assignee’s consent to be bound by
this Agreement as an Assignee) that are in a form satisfactory to the General
Partner, as determined in the General Partner’s sole discretion.


SECTION 8.08.    Rights of Assignees.  Subject to Section 8.07, the transferee of
any permitted Transfer pursuant to this Article VIII will be an assignee only (“Assignee”),
and only will receive, to the extent transferred, the distributions and
allocations of income, gain, loss, deduction, credit or similar item to which
the Partner which transferred its Units would be entitled, and such Assignee
will not be entitled or enabled to exercise any other rights or powers of a
Partner, such other rights, and all obligations relating to, or in connection with,
such Interest remaining with the


 


25

















transferring
Partner.  The transferring Partner will
remain a Partner even if it has transferred all of its Units to one or more
Assignees until such time as the Assignee(s) is admitted to the Partnership as
a Partner pursuant to Section 8.10.


SECTION 8.09.    Admissions, Withdrawals and Removals.
(a)    No Person may be admitted to the
Partnership as an additional General Partner or substitute General Partner
without the prior written consent or ratification of Partners whose Vested
Percentage Interests exceed 50% of the Vested Percentage Interests of all
Partners in the aggregate. A General Partner will not be entitled to Transfer
all of its Units or to withdraw from being a General Partner of the Partnership
unless another General Partner shall have been admitted hereunder (and not have
previously been removed or withdrawn).


(b)   No Limited Partner will be removed or
entitled to withdraw from being a Partner of the Partnership except in
accordance with Section 8.11 hereof.


(c)   Except as otherwise provided in Article IX or
the Act, no admission, substitution, withdrawal or removal of a Partner will
cause the dissolution of the Partnership. 
To the fullest extent permitted by law, any purported admission,
withdrawal or removal that is not in accordance with this Agreement shall be
null and void.


SECTION 8.10.    Admission of Assignees as Substitute
Limited Partners.  An Assignee will
become a substitute Limited Partner only if and when each of the following
conditions is satisfied:


(a)         the General Partner consents in writing
to such admission, which consent may be given or withheld, or made subject to
such conditions as are determined by the General Partner, in each case in the
General Partner’s sole discretion;


(b)        if required by the General Partner, the
General Partner receives written instruments (including, without limitation,
copies of any instruments of Transfer and such Assignee’s consent to be bound
by this Agreement as a substitute Limited Partner) that are in a form
satisfactory to the General Partner (as determined in its sole discretion);


(c)         if required by the General Partner, the
General Partner receives an opinion of counsel satisfactory to the General
Partner to the effect that such Transfer is in compliance with this Agreement
and all applicable Law; and


(d)        if required by the General Partner, the
parties to the Transfer, or any one of them, pays all of the Partnership’s
reasonable expenses connected with such Transfer (including, but not limited
to, the reasonable legal and accounting fees of the Partnership).


SECTION 8.11.    Withdrawal and Removal of Limited
Partners.  If a Limited Partner
ceases to hold any Units, then such Limited Partner shall withdraw from the Partnership
and shall cease to be a Limited Partner and to have the power to exercise any
rights or powers of a Limited Partner.


 


26

















 


ARTICLE IX



DISSOLUTION, LIQUIDATION AND TERMINATION


SECTION 9.01.    No Dissolution.  Except as required by the Act, Partnership
shall not be dissolved by the admission of additional Partners or withdrawal of
Partners in accordance with the terms of this Agreement.  The Partnership may be dissolved, liquidated
wound up and terminated only pursuant to the provisions of this Article IX, and
the Partners hereby irrevocably waive any and all other rights they may have to
cause a dissolution of the Partnership or a sale or partition of any or all of
the Partnership assets.


SECTION 9.02.    Events Causing Dissolution.  The Partnership shall be dissolved and its
affairs shall be wound up upon the occurrence of any of the following events
(each, a “Dissolution Event”):


(a)         the entry of a decree of judicial
dissolution of the Partnership under Section 17-802 of the Act upon the finding
by a court of competent jurisdiction that the General Partner (i) is
permanently incapable of performing its part of this Agreement, (ii) has been
guilty of conduct that is calculated to affect prejudicially the carrying on of
the business of the Partnership, (iii) willfully or persistently commits a
breach of this Agreement or (iv) conducts itself in a manner relating to the
Partnership or its business such that it is not reasonably practicable for the
other Partners to carry on the business of the Partnership with the General
Partner;


(b)        any event which makes it unlawful for
the business of the Partnership to be carried on by the Partners;


(c)         the written consent of all Partners;


(d)        any other event not inconsistent with
any provision hereof causing a dissolution of the Partnership under the Act;


(e)         the Incapacity or removal of the
General Partner or the occurrence of a Disabling Event with respect to the
General Partner; provided that  the Partnership will not be
dissolved or required to be wound up in connection with any of the events
specified in this Section 9.02(e) if: (i) at the time of the occurrence of such
event there is at least one other general partner of the Partnership who is
hereby authorized to, and elects to, carry on the business of the Partnership;
or (ii) all remaining Limited Partners consent to or ratify the continuation of
the business of the Partnership and the appointment of another general partner
of the Partnership, effective as of the event that caused the General Partner
to cease to be a general partner of the Partnership, within 120 days following
the occurrence of any such event, which consent shall be deemed (and if
requested each Limited Partner shall provide a written consent or ratification)
to have been given for all Limited Partners if the holders of more than 50% of
the Vested Units then outstanding agree in writing to so continue the business
of the Partnership.


SECTION 9.03.    Distribution upon Dissolution.  Upon dissolution, the Partnership shall not
be terminated and shall continue until the winding up of the affairs of the
Partnership is


 


27

















completed. Upon the
winding up of the Partnership, the General Partner, or any other Person
designated by the General Partner (the “Liquidation Agent”), shall take
full account of the assets and liabilities of the Partnership and shall, unless
the General Partner determines otherwise, liquidate the assets of the
Partnership as promptly as is consistent with obtaining the fair value thereof.
The proceeds of any liquidation shall be applied and distributed in the
following order:


(a)         First, to the satisfaction of debts and
liabilities of the Partnership (including satisfaction of all indebtedness to
Partners and/or their Affiliates to the extent otherwise permitted by law)
including the expenses of liquidation, and including the establishment of any
reserve which the Liquidation Agent shall deem reasonably necessary for any
contingent, conditional or unmatured contractual liabilities or obligations of
the Partnership (“Contingencies”). Any such reserve may be paid over by
the Liquidation Agent to any attorney-at-law, or acceptable party, as escrow
agent, to be held for disbursement in payment of any Contingencies and, at the
expiration of such period as shall be deemed advisable by the Liquidation Agent
for distribution of the balance in the manner hereinafter provided in this
Section 9.03; and


(b)        The balance, if any, to the Partners, pro rata to each of the Partners in
accordance with their Total Percentage Interests.


SECTION 9.04.    Time for Liquidation.  A reasonable amount of time shall be allowed
for the orderly liquidation of the assets of the Partnership and the discharge
of liabilities to creditors so as to enable the Liquidation Agent to minimize
the losses attendant upon such liquidation.


SECTION 9.05.    Termination.  The Partnership shall terminate when all of
the assets of the Partnership, after payment of or due provision for all debts,
liabilities and obligations of the Partnership, shall have been distributed to
the holders of Units in the manner provided for in this Article IX, and the
Certificate shall have been cancelled in the manner required by the Act.


SECTION 9.06.    Claims of the Partners.  The Partners shall look solely to the
Partnership’s assets for the return of their Capital Contributions, and if the
assets of the Partnership remaining after payment of or due provision for all
debts, liabilities and obligations of the Partnership are insufficient to
return such Capital Contributions, the Partners shall have no recourse against
the Partnership or any other Partner or any other Person. No Partner with a
negative balance in such Partner’s Capital Account shall have any obligation to
the Partnership or to the other Partners or to any creditor or other Person to
restore such negative balance during the existence of the Partnership, upon
dissolution or termination of the Partnership or otherwise, except to the
extent required by the Act.


SECTION 9.07.    Survival of Certain Provisions.  Notwithstanding anything to the contrary in
this Agreement, the provisions of Section 10.02 and Section 11.09 shall survive
the termination of the Partnership.


 


28

















ARTICLE X



LIABILITY AND INDEMNIFICATION


SECTION 10.01.    Liability of Partners.


(a)   No
Limited Partner shall be liable for any debt, obligation or liability of the
Partnership or of any other Partner or have any obligation to restore any deficit
balance in its Capital Account solely by reason of being a Partner of the
Partnership, except to the extent required by the Act.


(b)   This
Agreement is not intended to, and does not, create or impose any fiduciary duty
on any of the Partners (including without limitation, the General Partner)
hereto or on their respective Affiliates. 
Further, the Partners hereby waive any and all fiduciary duties that,
absent such waiver, may exist at or be implied by Law or in equity, and in
doing so, recognize, acknowledge and agree that their duties and obligations to
one another and to the Partnership are only as expressly set forth in this
Agreement and those required by the Act.


(c)   To the extent that, at law or in equity, any
Partner (including without limitation,
the General Partner) has duties (including fiduciary duties) and
liabilities relating thereto to the Partnership or to another Partner, the
Partners (including without
limitation, the General Partner) acting under this Agreement
will not be liable to the Partnership or to any such other Partner for their
good faith reliance on the provisions of this Agreement.  The provisions of this Agreement, to the
extent that they restrict or eliminate the duties and liabilities relating
thereto of any Partner (including
without limitation, the General Partner) otherwise existing at law or
in equity, are agreed by the Partners to replace to that extent such other
duties and liabilities of the Partners relating thereto (including without limitation, the General Partner).


(d)   The General Partner may consult with legal
counsel, accountants and financial or other advisors and any act or omission
suffered or taken by the General Partner on behalf of the Partnership or in
furtherance of the interests of the Partnership in good faith in reliance upon
and in accordance with the advice of such counsel, accountants or financial or
other advisors will be full justification for any such act or omission, and the
General Partner will be fully protected in so acting or omitting to act so long
as such counsel or accountants or financial or other advisors were selected
with reasonable care.


(e)   Notwithstanding any other provision of this
Agreement or otherwise applicable provision of law or equity, whenever in this
Agreement the General Partner is permitted or required to make a decision
(i) in its “sole discretion” or “discretion” or under a grant of similar
authority or latitude, such General Partner shall be entitled to consider only
such interests and factors as it desires, including its own interests, and
shall, to the fullest extent permitted by applicable Law, have no duty or
obligation to give any consideration to any interest of or factors affecting
the Partnership or the Limited Partners, or (ii) in its “good faith” or under
another expressed standard, such General Partner shall act under such express
standard and shall not be subject to any other or different standards.


SECTION 10.02.    Indemnification.


 


29

















(a)   Indemnification. To the fullest extent
permitted by law, the Partnership shall indemnify any person (and such person’s
heirs, executors or administrators) who was or is made or is threatened to be
made a party to or is otherwise involved in any threatened, pending or
completed action, suit or proceeding (brought in the right of the Partnership
or otherwise), whether civil, criminal, administrative or investigative, and
whether formal or informal, including appeals, by reason of the fact that such
person, or a person for whom such person was the legal representative, is or
was a Partner (including
without limitation, the General Partner) or a director, officer or
agent of a Partner (including
without limitation, the General Partner) or the Partnership or, while
a director, officer or agent of a Partner (including
without limitation, the General Partner) or the Partnership, is or
was serving at the request of the Partnership as a director, officer, partner,
trustee, employee or agent of another corporation, partnership, joint venture,
trust, limited liability company, nonprofit entity or other enterprise, for and
against all loss and liability suffered and expenses (including attorneys’
fees), judgments, fines and amounts paid in settlement reasonably incurred by
such person or such heirs, executors or administrators in connection with such
action, suit or proceeding, including appeals; provided
that such person shall not be entitled to indemnification hereunder only to the
extent such person’s conduct constituted fraud, bad faith or willful
misconduct.  Notwithstanding the
preceding sentence, except as otherwise provided in Section 10.02(c), the
Partnership shall be required to indemnify a person described in such sentence
in connection with any action, suit or proceeding (or part thereof) commenced
by such person only if the commencement of such action, suit or proceeding (or
part thereof) by such person was authorized by the General Partner.


(b)           Advancement
of Expenses.  To the fullest
extent permitted by law, the Partnership  shall promptly pay expenses (including
attorneys’ fees) incurred by any person described in Section 10.02(a) in
appearing at, participating in or defending any action, suit or proceeding in
advance of the final disposition of such action, suit or proceeding, including
appeals, upon presentation of an undertaking on behalf of such person to repay
such amount if it shall ultimately be determined that such person is not
entitled to be indemnified under this Section 10.02 or otherwise.  Notwithstanding the preceding sentence,
except as otherwise provided in Section 10.02(c), the Partnership  shall be required to pay
expenses of a person described in such sentence in connection with any action,
suit or proceeding (or part thereof) commenced by such person only if the commencement
of such action, suit or proceeding (or part thereof) by such person was
authorized by the General Partner.


(c)           Unpaid
Claims.  If a claim for
indemnification (following the final disposition of such action, suit or
proceeding) or advancement of expenses under this Section 10.02 is not paid in full within
thirty (30) days after a written claim therefor by any person described in
Section 10.02(a) has been received by the Partnership, such person may file
proceedings to recover the unpaid amount of such claim and, if successful in
whole or in part, shall be entitled to be paid the expense of prosecuting such
claim.  In any such action the
Partnership shall have the burden of proving that such person is not entitled
to the requested indemnification or advancement of expenses under applicable
Law.


(d)           Insurance.  To the fullest extent
permitted by law, the Partnership may purchase and maintain insurance on behalf
of any person described in Section 10.02(a) against any liability asserted
against such person, whether or not the Partnership would have the power to
indemnify such person against such liability under the provisions of this Section 10.02 or otherwise.


 


30

















(e)           Non-Exclusivity
of Rights.  The provisions
of this Section 10.02 shall be
applicable to all actions, claims, suits or proceedings made or commenced after
the date of this Agreement, whether arising from acts or omissions to act
occurring before or after its adoption. 
The provisions of this Section 10.02 shall be deemed to be a
contract between the Partnership and each person entitled to indemnification
under this Section 10.02 (or legal representative thereof) who serves in such
capacity at any time while this Section 10.02  and the relevant provisions of applicable
Law, if any, are in effect, and any amendment, modification or repeal hereof
shall not affect any rights or obligations then existing with respect to any
state of facts or any action, suit or proceeding then or theretofore existing, or
any action, suit or proceeding thereafter brought or threatened based in whole
or in part on any such state of facts. 
If any provision of this Section 10.02  shall be found to be invalid or limited in
application by reason of any law or regulation, it shall not affect the
validity of the remaining provisions hereof. 
The rights of indemnification provided in this Section 10.02 shall neither be exclusive
of, nor be deemed in limitation of, any rights to which any person may
otherwise be or become entitled or permitted by contract, this Partnership
Agreement or as a matter of law, both as to actions in such person’s official
capacity and actions in any other capacity, it being the policy of the
Partnership that indemnification of any person whom the Partnership is
obligated to indemnify pursuant to Section 10.02(a) shall be made to the
fullest extent permitted by law.


For purposes of this Section
10.02, references to “other enterprises” shall include employee benefit plans;
references to “fines” shall include any excise taxes assessed on a person with
respect to an employee benefit plan; and references to “serving at the request
of the Partnership” shall include any service as a director, officer, employee
or agent of the Partnership which imposes duties on, or involves services by,
such director, officer, employee, or agent with respect to an employee benefit
plan, its participants, or beneficiaries.


This Section
10.02 shall not limit the right of the Partnership, to the extent and in the
manner permitted by law, to indemnify and to advance expenses to, and purchase
and maintain insurance on behalf of, persons other than persons described in
Section 10.02(a).


 


ARTICLE XI



MISCELLANEOUS


SECTION 11.01.    Severability.  If any term or other provision of this Agreement
is held to be invalid, illegal or incapable of being enforced by any rule of
Law, or public policy, all other conditions and provisions of this Agreement
shall nevertheless remain in full force and effect so long as the economic or
legal substance of the transactions is not affected in any manner materially
adverse to any party. Upon a determination that any term or other provision is
invalid, illegal or incapable of being enforced, the parties hereto shall
negotiate in good faith to modify this Agreement so as to effect the original
intent of the parties as closely as possible in a mutually acceptable manner in
order that the transactions contemplated hereby be consummated as originally
contemplated to the fullest extent possible.


SECTION 11.02.    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


 


31

















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 11.02):


(a)  If to the
Partnership, to:


Blackstone Holdings II L.P.


c/o Blackstone Holdings I/II GP Inc.


345 Park Avenue


New York, New York, 10154


Attention: Chief Legal
Officer


Fax: (212) 583-5258


Electronic Mail:
friedman@blackstone.com


 


(b)  If to any
Partner, to:


c/o Blackstone Holdings I/IIGP Inc.


345 Park Avenue


New York, New York, 10154


Attention: Chief Legal
Officer


Fax: (212) 583-5258


Electronic Mail:
friedman@blackstone.com


 


(c) If to the General Partner, to:


Blackstone Holdings I/II GP Inc.


345 Park Avenue


New York, New York, 10154


Attention: Chief Legal
Officer


Fax: (212) 583-5258


Electronic Mail:
friedman@blackstone.com


 


SECTION 11.03.    Cumulative Remedies.  The rights and remedies provided by this
Agreement are cumulative and the use of any one right or remedy by any party
shall not preclude or waive its right to use any or all other remedies. Said
rights and remedies are given in addition to any other rights the parties may
have by Law.


SECTION 11.04.    Binding Effect.  This Agreement shall be binding upon and
inure to the benefit of all of the parties and, to the extent permitted by this
Agreement, their successors, executors, administrators, heirs, legal
representatives and assigns.


SECTION 11.05.    Interpretation.  Throughout this Agreement, nouns, pronouns
and verbs shall be construed as masculine, feminine, neuter, singular or
plural, whichever shall be applicable. Unless otherwise specified, all
references herein to “Articles,” “Sections” and paragraphs shall refer to
corresponding provisions of this Agreement.


SECTION 11.06.    Counterparts.  This Agreement may be executed and delivered
(including by facsimile transmission) in one or more counterparts, and by the
different parties


 


32

















hereto in separate
counterparts, each of which when executed and delivered shall be deemed to be
an original but all of which taken together shall constitute one and the same
agreement. Copies of executed counterparts transmitted by telecopy or other
electronic transmission service shall be considered original executed
counterparts for purposes of this Section 11.06.


SECTION 11.07.    Further Assurances. Each Limited
Partner shall perform all other acts and execute and deliver all other
documents as may be necessary or appropriate to carry out the purposes and
intent of this Agreement.


SECTION 11.08.    Entire Agreement.  (a)          This
Agreement constitutes the entire agreement among the parties hereto pertaining
to the subject matter hereof and supersedes all prior agreements and
understandings pertaining thereto.


(b)   For the avoidance of doubt, each of the
Limited Partners that serve as a senior managing director of any of the
Blackstone Holdings Partnerships or their subsidiaries may from time to time
enter into agreements with the Partnership in respect of the terms of such
service.


SECTION 11.09.    Governing Law. This Agreement
shall be governed by, and construed in accordance with, the law of the State of
Delaware.


SECTION 11.10.    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 General Partner may bring, or may cause the Partnership to bring, on
behalf of the General Partner or the Partnership or on behalf of one or more
Partners, an action or special proceeding in any court of competent
jurisdiction for the purpose of compelling a party to arbitrate, seeking
temporary or preliminary relief in aid of an arbitration hereunder, and/or
enforcing an arbitration award and, for the purposes of this paragraph (b),
each Partner (i) expressly consents to the application of paragraph (c) of this
Section 11.10 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 such Partner’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
such Partner of any such service of process, shall be deemed in every respect
effective service of process upon the Partner in any such action or proceeding.


 


33

















(c)   (i)    EACH
PARTNER 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 THIS SECTION 11.10, OR ANY JUDICIAL PROCEEDING ANCILLARY
TO AN ARBITRATION OR CONTEMPLATED ARBITRATION ARISING OUT OF OR RELATING TO OR
CONCERNING THIS AGREEMENT. Such ancillary judicial proceedings include any
suit, action or proceeding to compel arbitration, to obtain temporary or
preliminary judicial relief in aid of arbitration, or to confirm an arbitration
award. The parties acknowledge that the fora designated by this paragraph (c)
have a reasonable relation to this Agreement, and to the parties’ relationship
with one another.


(ii)           The
parties hereby waive, to the fullest extent permitted by applicable Law, any
objection which they now or hereafter may have to personal jurisdiction or to
the laying of venue of any such ancillary suit, action or proceeding brought in
any court referred to in the preceding paragraph of this Section 11.10 and such
parties agree not to plead or claim the same.


(d)   Notwithstanding any provision of this
Agreement to the contrary, this Section 11.10 shall be construed to the maximum
extent possible to comply with the laws of the State of Delaware, including the
Delaware Uniform Arbitration Act (10 Del. C. § 5701 et  seq.) (the “Delaware Arbitration Act”).  If, nevertheless, it shall be determined by a
court of competent jurisdiction that any provision or wording of this Section
11.10, including any rules of the International Chamber of Commerce, shall be
invalid or unenforceable under the Delaware Arbitration Act, or other
applicable Law, such invalidity shall not invalidate all of this Section
11.10.  In that case, this Section 11.10
shall be construed so as to limit any term or provision so as to make it valid
or enforceable within the requirements of the Delaware Arbitration Act or other
applicable Law, and, in the event such term or provision cannot be so limited,
this Section 11.10 shall be construed to omit such invalid or unenforceable
provision.


SECTION 11.11.    Expenses.  Except as otherwise specified in this
Agreement, the Partnership shall be responsible for all costs and expenses,
including, without limitation, fees and disbursements of counsel, financial
advisors and accountants, incurred in connection with its operation.


SECTION 11.12.    Amendments and Waivers.  (a)  This
Agreement (including the Annexes hereto) may be amended, supplemented, waived
or modified by the written consent of the General Partner; provided that
any amendment that
would have a material adverse effect on the rights or preferences of any Class
of Units in relation to other Classes of Units must be approved by the holders
of not less than a majority of the Vested Percentage Interests of the Class
affected; provided  further, that the General Partner may, without
the written consent of any Limited Partner or any other Person, amend, supplement,
waive or modify any provision of this Agreement and execute, swear to,
acknowledge, deliver, file and record whatever documents may be required in
connection therewith, to reflect: (i) any amendment, supplement, waiver or
modification that the General Partner determines to be necessary or appropriate
in connection with the creation, authorization or issuance of any class or
series of equity interest in the Partnership; (ii) the admission, substitution, withdrawal
or removal of Partners in accordance with this Agreement; (iii)
a change in the name
of the Partnership, the location of the principal place of business of the


 


34

















Partnership, the
registered agent of the Partnership or the registered office of the
Partnership; (iv) any amendment, supplement, waiver or modification that
the General Partner determines in its sole discretion to be necessary or
appropriate to address changes in U.S. federal income tax regulations,
legislation or interpretation; (v) a change in the Fiscal Year or taxable
year of the Partnership and any other changes that the General Partner determines
to be necessary or appropriate as a result of a change in the Fiscal Year or
taxable year of the Partnership including a change in the dates on which
distributions are to be made by the Partnership.


(b)   No failure or delay by any party in exercising
any right, power or privilege hereunder (other than a failure or delay beyond a
period of time specified herein) shall operate as a waiver thereof nor shall
any single or partial exercise thereof preclude any other or further exercise
thereof or the exercise of any other right, power or privilege. The rights and
remedies herein provided shall be cumulative and not exclusive of any rights or
remedies provided by Law.


(c)   The General Partner may, in its sole
discretion, unilaterally amend this Agreement on or before the effective date
of the final regulations to provide for (i) the election of a safe harbor under
Proposed Treasury Regulation Section 1.83-3(l) (or any similar provision) under
which the fair market value of a partnership interest that is transferred is
treated as being equal to the liquidation value of that interest, (ii) an
agreement by the Partnership and each of its Partners to comply with all of the
requirements set forth in such regulations and Notice 2005-43 (and any other
guidance provided by the Internal Revenue Service with respect to such
election) with respect to all partnership interests transferred in connection
with the performance of services while the election remains effective, (iii)
the allocation of items of income, gains, deductions and losses required by the
final regulations similar to Proposed Treasury Regulation Section
1.704-1(b)(4)(xii)(b) and (c), and (iv) any other related amendments.


(d)   Except as may be otherwise required by law in
connection with the winding-up, liquidation, or dissolution of the Partnership,
each Partner hereby irrevocably waives any and all rights that it may have to
maintain an action for judicial accounting or for partition of any of the
Partnership’s property.


SECTION 11.13.    No Third Party Beneficiaries.  This Agreement shall be binding upon and
inure solely to the benefit of the parties hereto and their permitted assigns
and successors and nothing herein, express or implied, is intended to or shall
confer upon any other Person or entity, any legal or equitable right, benefit
or remedy of any nature whatsoever under or by reason of this Agreement (other
than pursuant to Section 10.02 hereof).


SECTION 11.14.    Headings.  The headings and subheadings in this
Agreement are included for convenience and identification only and are in no
way intended to describe, interpret, define or limit the scope, extent or
intent of this Agreement or any provision hereof.


SECTION 11.15.    Construction.  Each party hereto acknowledges and agrees it
has had the  opportunity to draft, review and
edit the language of this Agreement and that it is the intent of the parties
hereto that no presumption for or against any party arising out of drafting all
or any part of this Agreement will be applied in any dispute relating to, in
connection with or involving this Agreement. Accordingly, the parties hereby
waive to the fullest extent permitted by law the benefit of any rule of Law or
any legal decision that would require that in cases of uncertainty, the


 


35

















language of a contract
should be interpreted most strongly against the party who drafted such
language.


SECTION 11.16.    Power of Attorney.  Each Limited Partner, by its execution
hereof, hereby irrevocably makes, constitutes and appoints the General Partner
as its true and lawful agent and attorney in fact, with full power of
substitution and full power and authority in its name, place and stead, to
make, execute, sign, acknowledge, swear to, record and file (a) this Agreement
and any amendment to this Agreement that has been adopted as herein provided;
(b) the original certificate of limited partnership of the Partnership and all
amendments thereto required or permitted by law or the provisions of this
Agreement; (c) all certificates and other instruments (including consents and
ratifications which the Limited Partners have agreed to provide upon a matter
receiving the agreed support of Limited Partners) deemed advisable by the
General Partner to carry out the provisions of this Agreement (including the
provisions of Section 8.05) and Law or to permit the Partnership to become or
to continue as a limited partnership or partnership wherein the Limited
Partners have limited liability in each jurisdiction where the Partnership may be
doing business; (d) all instruments that the General Partner deems appropriate
to reflect a change or modification of this Agreement or the Partnership in
accordance with this Agreement, including, without limitation, the admission of
additional Limited Partners or substituted Limited Partners pursuant to the
provisions of this Agreement; (e) all conveyances and other instruments or
papers deemed advisable by the General Partner to effect the liquidation and
termination of the Partnership; and (f) all fictitious or assumed name
certificates required or permitted (in light of the Partnership’s activities)
to be filed on behalf of the Partnership.


SECTION 11.17.    Letter Agreements; Schedules.  The General Partner may, or may cause the
Partnership to, without the approval of any Limited Partner or other Person, enter
into separate letter agreements with individual Limited Partners with respect
to any matter, in each case on terms and conditions not inconsistent with this
Agreement, which have the effect of establishing rights under, or supplementing
the terms of, this Agreement.  The
General Partner may from time to time execute and deliver to the Limited
Partners schedules which set forth information contained in the books and
records of the Partnership and any other matters deemed appropriate by the
General Partner.  Such schedules shall be
for information purposes only and shall not be deemed to be part of this Agreement
for any purpose whatsoever.


SECTION 11.18.    Partnership Status.  The parties intend to treat the Partnership
as a partnership for U.S. federal income tax purposes.


 


 


36

















IN WITNESS WHEREOF, the parties hereto have entered
into this Agreement or have caused this Agreement to be duly executed by their
respective authorized officers, in each case as of the date first above stated.


	
   

  	
   

  	
   

  
	
   

  	
  BLACKSTONE
  HOLDINGS I/II GP INC.

  
	
   

  	
   

  	
   

  
	
   

  	
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  [INITIAL
  LIMITED PARTNERS]

  
	
   

  	
   

  	
   

  
	
   

  	
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