Exhibit 10.13


 


CONFORMED COPY


 


 




 





 


CREDIT AGREEMENT


 


dated as of


 


December 22, 2003


 


among


 


BLACKSTONE GROUP HOLDINGS L.P.


 


The Lenders Party Hereto


 


and


 


JPMORGAN CHASE BANK,


as Administrative Agent


 




 





 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE I

  
	
   

  	
   

  	
   

  
	
  Definitions

  
	
   

  	
   

  	
   

  
	
  SECTION 1.01. Defined Terms

  	
   

  	
  1

  
	
  SECTION 1.02. Classification of Loans and Borrowings

  	
   

  	
  16

  
	
  SECTION 1.03. Terms Generally

  	
   

  	
  16

  
	
  SECTION 1.04. Accounting Terms; GAAP

  	
   

  	
  17

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  
	
   

  	
   

  	
   

  
	
  The Credits

  
	
   

  	
   

  	
   

  
	
  SECTION 2.01. Commitments

  	
   

  	
  17

  
	
  SECTION 2.02. Loans and Borrowings

  	
   

  	
  17

  
	
  SECTION 2.03. Requests for Borrowings

  	
   

  	
  18

  
	
  SECTION 2.04. Funding of Borrowings

  	
   

  	
  19

  
	
  SECTION 2.05. Interest Elections

  	
   

  	
  19

  
	
  SECTION 2.06. Termination and Reduction of Commitments

  	
   

  	
  20

  
	
  SECTION 2.07. Repayment of Loans; Evidence of Debt

  	
   

  	
  21

  
	
  SECTION 2.08. Prepayment of Loans

  	
   

  	
  22

  
	
  SECTION 2.09. Fees

  	
   

  	
  22

  
	
  SECTION 2.10. Interest

  	
   

  	
  23

  
	
  SECTION 2.11. Alternate Rate of Interest

  	
   

  	
  23

  
	
  SECTION 2.12. Increased Costs

  	
   

  	
  24

  
	
  SECTION 2.13. Break Funding Payments

  	
   

  	
  25

  
	
  SECTION 2.14. Taxes

  	
   

  	
  25

  
	
  SECTION 2.15. Payments Generally; Pro Rata Treatment; Sharing of
  Set-offs

  	
   

  	
  27

  
	
  SECTION 2.16. Mitigation Obligations; Replacement of Lenders

  	
   

  	
  28

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  
	
   

  	
   

  	
   

  
	
  Representations and Warranties

  
	
   

  	
   

  	
   

  
	
  SECTION 3.01. Organization; Powers

  	
   

  	
  29

  
	
  SECTION 3.02. Authorization

  	
   

  	
  29

  
	
  SECTION 3.03. Enforceability

  	
   

  	
  30

  
	
  SECTION 3.04. Governmental Approvals

  	
   

  	
  30

  
	
  SECTION 3.05. Financial Statements

  	
   

  	
  30

  
	
  SECTION 3.06. No Material Adverse Change

  	
   

  	
  31

  
	
  SECTION 3.07. Title to Properties; Possession Under Leases

  	
   

  	
  31

  



 

















 


	
  SECTION 3.08. Subsidiaries; Subsidiaries of Guarantors

  	
   

  	
  31

  
	
  SECTION 3.09. Litigation; Compliance with Laws

  	
   

  	
  31

  
	
  SECTION 3.10. Agreements

  	
   

  	
  32

  
	
  SECTION 3.11. Federal Reserve Regulations

  	
   

  	
  32

  
	
  SECTION 3.12. Investment Company Act; Public Utility Holding
  Company Act

  	
   

  	
  32

  
	
  SECTION 3.13. Use of Proceeds

  	
   

  	
  32

  
	
  SECTION 3.14. Tax Returns

  	
   

  	
  32

  
	
  SECTION 3.15. No Material Misstatements

  	
   

  	
  32

  
	
  SECTION 3.16. ERISA

  	
   

  	
  33

  
	
  SECTION 3.17. Agreement of Limited Partnership

  	
   

  	
  33

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV

  
	
   

  	
   

  	
   

  
	
  Conditions

  
	
   

  	
   

  	
   

  
	
  SECTION 4.01. Effective Date

  	
   

  	
  33

  
	
  SECTION 4.02. Each Credit Event

  	
   

  	
  35

  
	
  SECTION 4.03. Additional Conditions For Each Credit Event After
  a Wind-Down Event

  	
   

  	
  35

  
	
   

  	
   

  	
   

  
	
  ARTICLE V

  
	
   

  	
   

  	
   

  
	
  Affirmative Covenants

  
	
   

  	
   

  	
   

  
	
  SECTION 5.01. Existence; Businesses and Properties

  	
   

  	
  36

  
	
  SECTION 5.02. Insurance

  	
   

  	
  37

  
	
  SECTION 5.03. Obligations and Taxes

  	
   

  	
  37

  
	
  SECTION 5.04. Financial Statements, Reports, etc. Furnish to the
  Administrative Agent:

  	
   

  	
  37

  
	
  SECTION 5.05. Litigation and Other Notices

  	
   

  	
  39

  
	
  SECTION 5.06. ERISA

  	
   

  	
  39

  
	
  SECTION 5.07. Maintaining Records; Access to Properties and
  Inspections

  	
   

  	
  39

  
	
  SECTION 5.08. Use of Proceeds

  	
   

  	
  39

  
	
  SECTION 5.09. Further Assurances

  	
   

  	
  39

  
	
  SECTION 5.10. Subsidiaries

  	
   

  	
  39

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI

  
	
   

  	
   

  	
   

  
	
  Negative Covenants

  
	
   

  	
   

  	
   

  
	
  SECTION 6.01. Indebtedness

  	
   

  	
  40

  
	
  SECTION 6.02. Liens

  	
   

  	
  40

  
	
  SECTION 6.03. Certain Loans and Advances

  	
   

  	
  42

  
	
  SECTION 6.04. Mergers, Consolidations, Sales of Assets and
  Acquisitions

  	
   

  	
  42

  
	
  SECTION 6.05. Transactions with Affiliates

  	
   

  	
  42

  
	
  SECTION 6.06. Business of Borrower and the Subsidiaries

  	
   

  	
  43

  
	
  SECTION 6.07. Amendment of Agreement of Limited Partnership

  	
   

  	
  43

  



 


ii

















 


	
  SECTION 6.08. Investments of Guarantors

  	
   

  	
  43

  
	
  SECTION 6.09. Partners’ Capital

  	
   

  	
  43

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII

  
	
   

  	
   

  	
   

  
	
  Events of Default

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  
	
   

  	
   

  	
   

  
	
  The Administrative Agent

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX

  
	
   

  	
   

  	
   

  
	
  Miscellaneous

  
	
   

  	
   

  	
   

  
	
  SECTION 9.01. Notices

  	
   

  	
  47

  
	
  SECTION 9.02. Waivers; Amendments

  	
   

  	
  48

  
	
  SECTION 9.03. Expenses; Indemnity; Damage Waiver

  	
   

  	
  49

  
	
  SECTION 9.04. Successors and Assigns

  	
   

  	
  50

  
	
  SECTION 9.05. Survival

  	
   

  	
  53

  
	
  SECTION 9.06. Counterparts; Integration; Effectiveness

  	
   

  	
  53

  
	
  SECTION 9.07. Severability

  	
   

  	
  54

  
	
  SECTION 9.08. Right of Setoff

  	
   

  	
  54

  
	
  SECTION 9.09. Governing Law; Jurisdiction; Consent to Service of
  Process

  	
   

  	
  54

  
	
  SECTION 9.10. WAIVER OF JURY TRIAL

  	
   

  	
  55

  
	
  SECTION 9.11. Headings

  	
   

  	
  55

  
	
  SECTION 9.12. Confidentiality

  	
   

  	
  55

  
	
  SECTION 9.13. Interest Rate Limitation

  	
   

  	
  56

  
	
  SECTION 9.14. Publicity

  	
   

  	
  56

  
	
   

  	
   

  	
   

  
	
  SCHEDULES:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Schedule 1.01(a)

  	
  Audited Guarantor Entities; Guarantors

  	
   

  	
   

  
	
  Schedule 1.01(b)

  	
  Blackstone Funds

  	
   

  	
   

  
	
  Schedule 2.01

  	
  Commitments

  	
   

  	
   

  
	
  Schedule 3.08(a)

  	
  Subsidiaries

  	
   

  	
   

  
	
  Schedule 3.08(b)

  	
  Guarantor’s Subsidiaries

  	
   

  	
   

  
	
  Schedule 3.09

  	
  Disclosed Matters

  	
   

  	
   

  
	
  Schedule 6.01

  	
  Existing Indebtedness

  	
   

  	
   

  
	
  Schedule 6.02

  	
  Existing Liens

  	
   

  	
   

  



 


iii

















 


	
  EXHIBITS:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Exhibit A — Form of Assignment
  and Acceptance

  	
   

  	
   

  
	
  Exhibit B — Form of Opinion of
  Borrower’s Counsel

  	
   

  	
   

  
	
  Exhibit C — Form of Borrowing
  Base Certificate

  	
   

  	
   

  
	
  Exhibit D — Form of Guarantee
  Agreement

  	
   

  	
   

  
	
  Exhibit E — Form of Indemnity,
  Subrogation and Contribution Agreement

  	
   

  	
   

  



 


iv

















 


CREDIT AGREEMENT
dated as of December 22, 2003, among BLACKSTONE GROUP HOLDINGS L.P., a
Delaware limited partnership (the “Borrower”), the LENDERS party hereto
and JPMORGAN CHASE BANK, as administrative agent (in such capacity, the “Administrative
Agent”).


 


The Borrower has requested the Lenders (such
term and each capitalized term not otherwise defined having the meanings
assigned in Section 1.01) to extend credit in order to enable the
Borrower, subject to the terms and conditions of this Agreement, to borrow on a
revolving credit basis, at any time and from time to time prior to the Maturity
Date, an aggregate principal amount at any time outstanding not in excess of
the lesser of (i) $750,000,000 and (ii) the then current Borrowing
Base. The proceeds of any such borrowing made before the occurrence of a
Wind-Down Event are to be used to repay loans outstanding under the Existing
Credit Agreement and for general investment and partnership purposes. The
proceeds of any such borrowing made on or after the date of the occurrence of a
Wind-Down Event are to be used solely to fund commitments of the Borrower and
its Affiliates from a date preceding the occurrence of such Wind-Down Event.


 


Accordingly, the parties hereto agree as
follows:


 


ARTICLE I


 


Definitions


 


SECTION 1.01.
Defined Terms. As used in this Agreement, the following terms have the
meanings specified below:


 


“ABR”,
when used in reference to any Loan or Borrowing, refers to whether such Loan,
or the Loans comprising such Borrowing, are bearing interest at a rate
determined by reference to the Alternate Base Rate.


 


“Adjusted
LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest
Period, an interest rate per annum (rounded upwards, if necessary, to the next
1/16 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied
by (b) the Statutory Reserve Rate.


 


“Adjusted
Net Income” shall mean for any period (i) with respect to any
Guarantor that is an Audited Guarantor Entity, the net income or loss for such
period of such Guarantor determined in accordance with GAAP, and (ii) with
respect to any Guarantor that is not an Audited Guarantor Entity, the
percentage of the net income or loss for such period of each Audited Guarantor
Entity of which such Guarantor is the general and/or limited partner, or in
respect of which such Guarantor is the managing and/or other member, in each
case that is attributable to such Guarantor by virtue of its partnership or
membership interest therein, determined in accordance with GAAP.


 


“Administrative
Agent” has the meaning assigned to such term in the caption hereof.


 

















 


“Administrative
Questionnaire” means an Administrative Questionnaire in a form supplied
by the Administrative Agent.


 


“Affiliate”
means, with respect to a specified Person, another Person that directly, or
indirectly through one or more intermediaries, Controls or is Controlled by or
is under common Control with the Person specified, provided that, in any
event, any Person that owns directly or indirectly 15% or more of the
securities having ordinary voting power for the election of directors or other
governing body of a corporation or 15% or more of the partnership or other
ownership interests of any other Person (other than as a limited partner or non-voting
member of such other Person) will be deemed to Control such corporation or
other Person. Notwithstanding the foregoing, American International Group, Inc.
and its affiliates shall be deemed not to be Affiliates.


 


“Agreement
of Limited Partnership” means the Borrower’s Amended and Restated Agreement
of Limited Partnership dated as of July 29, 1998, by and among the General
Partners and the Limited Partner.


 


“Alternate
Base Rate” means, for any day, a rate per annum equal to the greater of (a) the
Prime Rate in effect on such day and (b) the Federal Funds Effective Rate
in effect on such day plus 1⁄2 of 1%. Any change in the Alternate Base Rate
due to a change in the Prime Rate or the Federal Funds Effective Rate shall be
effective from and including the effective date of such change in the Prime
Rate or the Federal Funds Effective Rate, respectively.


 


“Applicable
Percentage” means, with respect to any Lender, the percentage of the total
Commitments represented by such Lender’s Commitment. If the Commitments have
terminated or expired, the Applicable Percentages shall be determined based
upon the Commitments most recently in effect, giving effect to any assignments.


 


“Applicable
Rate” means, for any day, with respect to any Eurodollar Borrowing, or with
respect to the commitment fees payable hereunder, as the case may be, the
applicable rate per annum set forth below under the caption “Eurodollar Spread”
or “Commitment Fee Rate”, as the case may be, based upon the Leverage
Ratio as of the relevant date of determination:


 


	
  Leverage Ratio

  	
   

  	
  Eurodollar

  Spread

  	
   

  	
  Commitment

  Fee Rate

  	
   

  
	
  Category 1
  

  Greater than 1.50 to 1.00

  	
   

  	
  1.00

  	
  %

  	
  0.30

  	
  %

  
	
  Category 2
  

  Less than or equal to 1.50 to 1.00

  	
   

  	
  0.75

  	
  %

  	
  0.25

  	
  %

  



 


2

















 


Each change in
the Applicable Rate resulting from a change in the Leverage Ratio shall be
effective with respect to all Loans comprising Eurodollar Borrowings
outstanding, and with respect to the commitment fees payable hereunder, on and
after the date of delivery to the Administrative Agent of the financial
statements and certificates required by Section 5.04(a) or (c) and
Section 5.04(d), respectively, indicating such change, and until the date
immediately preceding the next date of delivery of such financial statements
and certificates indicating another such change. Notwithstanding the foregoing,
until the Borrower shall have delivered the financial statements of the
Borrower and its consolidated subsidiaries and certificates required by Section 5.04(c) and
Section 5.04(d), respectively, for the fiscal quarter ending on March 31,
2004, the Leverage Ratio shall be deemed to be in Category 1 for purposes of
determining the Applicable Rate. In addition, (a) at any time during which
the Borrower has failed to deliver the financial statements and certificates
required by Section 5.04(a) or (c) and Section 5.04(d),
respectively, or (b) at any time after the occurrence and during the
continuance of an Event of Default, the Leverage Ratio shall be deemed to be in
Category 1 for purposes of determining the Applicable Rate.


 


“Assignment
and Acceptance” means an assignment and acceptance entered into by a Lender
and an assignee (with the consent of any party whose consent is required by Section 9.04),
and accepted by the Administrative Agent, in the form of Exhibit A or
any other form approved by the Administrative Agent.


 


“Audited
Guarantor Entities” means (i) each of the Guarantors listed on Schedule 1.01(a) hereof
under the caption “Audited Guarantor”, (ii) each of the partnerships
listed on Schedule 1.01(a) hereof under the caption “Audited
Partnership” for which the Guarantor set forth opposite such partnership’s name
acts as general partner, (iii) each of the limited liability companies
listed on Schedule 1.01(a) hereof under the caption “Audited LLC” for
which the Guarantor set forth opposite such limited liability company’s name
acts as member and (iv) each other Person (or if applicable, its related
partnership or limited liability company) which is required to become a
Guarantor in accordance with the definition of “Guarantor” (the Administrative
Agent and the Borrower may supplement Schedule 1.01(a) without
the consent of the Lenders to reflect new Audited Guarantor Entities). The term
“Audited Guarantor Entities” shall be deemed to include Blackstone Property
Management LLC and Blackstone Bridge Associates L.P.


 


“Availability
Period” means the period from and including the Effective Date to but
excluding the earlier of the Maturity Date and the date of termination of the
Commitments.


 


“BAAM”
means Blackstone Alternative Asset Management L.P.


 


“Blackstone
Funds” means each of the investment funds listed on Schedule 1.01(b) hereof.


 


“Board”
means the Board of Governors of the Federal Reserve System of the United States
of America.


 


“Borrower”
has the meaning assigned to such term in the caption hereof.


 


3

















 


“Borrowing”
means Loans of the same Type, made, converted or continued on the same date
and, in the case of Eurodollar Loans, as to which a single Interest Period is
in effect.


 


“Borrowing
Base” means as of any date the sum of (a) 100% of the Eligible Cash
Market Value on such date, (b) 75% of the Eligible Liquid Market Value on
such date; (c) 55% of the Ineligible Liquid Market Value on such date; (d) 55%
of the Eligible Illiquid Market Value on such date; and (e) 120% of the
Guarantor Adjusted Net Income on such date.


 


“Borrowing
Base Certificate” shall mean a certificate in the form of Exhibit C,
duly completed and executed by the chief financial officer of the Borrower. In
the preparation thereof, the Borrower shall be entitled to rely in good faith
upon the most recent information provided to it by third parties as to the
Market Value of Liquid Investments.


 


“Borrowing
Request” means a request by the Borrower for a Borrowing in accordance with
Section 2.03.


 


“Business
Day” means any day that is not a Saturday, Sunday or other day on which
commercial banks in New York City are authorized or required by law to remain
closed; provided that, when used in connection with a Eurodollar Loan,
the term “Business Day” shall also exclude any day on which banks are
not open for dealings in dollar deposits in the London interbank market.


 


“Capital
Lease Obligations” of any Person means the obligations of such Person to
pay rent or other amounts under any lease of (or other arrangement conveying
the right to use) real or personal property, or a combination thereof, which
obligations are required to be classified and accounted for as capital leases
on a balance sheet of such Person under GAAP, and the amount of such
obligations shall be the capitalized amount thereof determined in accordance
with GAAP.


 


“Cash and
Carry Securities” shall mean direct obligations of the United States
government the purchase of which is financed through repurchase agreements with
respect to such obligations.


 


“Cash
Equivalents” means, as of any particular date, (a) direct obligations
of, or obligations guaranteed as to principal and interest by, the United States
government (or guaranteed by any agency or instrumentality thereof and backed
by the full faith and credit of the United States) maturing in one year or less
from such date, (b) dollar denominated deposits in (including money market
accounts of), or dollar denominated certificates of deposit or bankers’
acceptances of, any commercial bank or trust company organized under the laws
of the United States or any state thereof having capital and surplus in excess
of $500,000,000 or any foreign commercial bank of recognized standing ranking
among the world’s 100 largest commercial banks in terms of total assets, in
each case if such deposits mature or are redeemable without penalty within one
year or less from such date and if the long-term deposits of such commercial
bank or trust company have been rated at least Baa by Moody’s, and at least BBB
by S&P, (c) commercial paper maturing within 270 days from such
date having the highest rating


 


4

















 


of both Moody’s and S&P, (d) marketable general obligations
issued by any state of the United States of America or any political
subdivision of any such state or any public instrumentality thereof maturing
within one year from such date and rated at least Baa by Moody’s, and at least
BBB by S&P, or (e) investments in The Pierpont Money Market Fund or
any money market funds (other than those covered by clause (b) above)
that have assets in excess of $2,000,000,000, are managed by recognized and
responsible institutions and invest substantially all of their assets in
obligations of the types referred to in clauses (a), (b), (c) and (d) above.


 


“Change in
Law” means (a) the adoption of any law, rule or regulation after
the date of this Agreement, (b) any change in any law, rule or regulation
or in the interpretation or application thereof by any Governmental Authority
after the date of this Agreement or (c) compliance by any Lender (or, for
purposes of Section 2.12(b), by any lending office of such Lender or by
such Lender’s holding company, if any) with any request, guideline or directive
(whether or not having the force of law) of any Governmental Authority made or
issued after the date of this Agreement.


 


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


 


“Combined
EBITDA” means, for any period, Combined Net Income for such period plus (a) without
duplication and to the extent deducted in determining such Combined Net Income,
the sum of (i) consolidated interest expense for such period, (ii) consolidated
income tax expense (including the New York City unincorporated business tax)
for such period, (iii) all amounts attributable to depreciation and
amortization for such period and (iv) any other non-cash charges for such
period, and minus (b) without duplication (i) all cash payments made
during such period on account of reserves, restructuring charges and other
non-cash charges added to Combined Net Income pursuant to clause (a)(iv) above
in a previous period and (ii) to the extent included in determining such Combined
Net Income, any extraordinary gains and all non-cash items of income for such
period, all determined on a consolidated basis in accordance with GAAP.


 


“Combined
Net Income” means, for any period, the sum, without duplication, of (i) the
net income or loss of the Borrower and the Subsidiaries for such period
determined on a consolidated basis in accordance with GAAP and (ii) Adjusted
Net Income of the Guarantors for such period.


 


“Commitment”
means, with respect to each Lender, the commitment of such Lender to make Loans
hereunder, expressed as an amount representing the maximum aggregate amount of
such Lender’s Credit Exposure hereunder, as such commitment may be (a) reduced
from time to time pursuant to Section 2.06 and (b) reduced or
increased from time to time pursuant to assignments by or to such Lender
pursuant to Section 9.04. The initial amount of each Lender’s Commitment
is set forth on Schedule 2.01, or in the Assignment and Acceptance
pursuant to which such Lender shall have assumed its Commitment, as applicable.
The initial aggregate amount of the Lenders’ Commitments is $750,000,000.


 


5

















 


“Control”
means the possession, directly or indirectly, of the power to direct or cause
the direction of the management or policies of a Person, whether through the
ability to exercise voting power, by contract or otherwise. “Controlling”
and “Controlled” have meanings correlative thereto.


 


“Credit
Exposure” means, with respect to any Lender at any time, the sum of the
outstanding principal amount of such Lender’s Loans.


 


“Default”
means any event or condition which constitutes an Event of Default or which
upon notice, lapse of time or both would, unless cured or waived, become an
Event of Default.


 


“Disclosed
Matters” means the actions, suits and proceedings and the environmental
matters disclosed in Schedule 3.10.


 


“dollars”
or “$” refers to lawful money of the United States of America.


 


“Effective
Date” means the date on which the conditions specified in Section 4.01
are satisfied (or waived in accordance with Section 9.02).


 


“Eligible
Cash Market Value” means as of any date the aggregate Market Value of
Liquid Investments that are cash or Cash Equivalents on such date. For purposes
of computing the Eligible Cash Market Value, (A) the Market Value of any
Liquid Investment that is cash or a Cash Equivalent owned by a Subsidiary shall
be deemed to equal the Market Value of such cash or Cash Equivalent determined
without reference to this clause (A) multiplied by a decimal
representing the Borrower’s percentage ownership of the capital stock of or
other equity interests in such Subsidiary; and (B) the Market Value of any
Liquid Investment that is cash or a Cash Equivalent owned by a Subsidiary that
is a Broker or Dealer within the meaning of the Securities Exchange Act of 1934
shall be included only to the extent that the Net Capital of such Subsidiary is
in excess of the minimum amount of Net Capital required to be maintained by
such Subsidiary pursuant to Rule 15c-3-1 under the Securities Exchange Act
of 1934, as amended from time to time.


 


“Eligible
Illiquid Market Value” means as of any date the aggregate Market Value of
all Illiquid Investments on such date minus the sum of the amounts by
which the Market Value of each individual Illiquid Investment exceeds $40,000,000
on such date. For purposes of computing the Eligible Illiquid Market Value, (A) the
Market Value of any Illiquid Investment owned by a Subsidiary shall be deemed
to equal the Market Value of such Illiquid Investment determined without
reference to this clause (A) multiplied by a decimal representing the
Borrower’s percentage ownership of the capital stock of or other equity
interests in such Subsidiary; and (B) the Market Value of any Illiquid Investment
owned by a Subsidiary that is a Broker or Dealer within the meaning of the
Securities Exchange Act of 1934 shall be included only to the extent that the
Net Capital of such Subsidiary is in excess of the minimum amount of Net
Capital required to be maintained by such Subsidiary pursuant to Rule 15c-3-1
under the Securities Exchange Act of 1934, as amended from time to time.


 


6

















 


“Eligible
Liquid Market Value” means as of any date the aggregate Market Value of
Liquid Investments (other than cash and Cash Equivalents) on such date minus
the Ineligible Liquid Market Value on such date, if any. For purposes of
computing the Eligible Liquid Market Value, (A) the Market Value of any
Liquid Investment owned by a Subsidiary shall be deemed to equal the Market
Value of such Liquid Investment determined without reference to this
clause (A) multiplied by a decimal representing the Borrower’s
percentage ownership of the capital stock of or other equity interests in such
Subsidiary; and (B) the Market Value of any Liquid Investment owned by a
Subsidiary that is a Broker or Dealer within the meaning of the Securities
Exchange Act of 1934 shall be included only to the extent that the Net Capital
of such Subsidiary is in excess of the minimum amount of Net Capital required
to be maintained by such Subsidiary pursuant to Rule 15c-3-1 under the
Securities Exchange Act of 1934, as amended from time to time.


 


“Environmental
Laws” means all laws, rules, regulations, codes, ordinances, orders,
decrees, judgments, injunctions, notices or binding agreements issued,
promulgated or entered into by any Governmental Authority, relating in any way
to the environment, preservation or reclamation of natural resources, the
management, release or threatened release of any Hazardous Material or to
health and safety matters.


 


“Environmental
Liability” means any liability, contingent or otherwise (including any
liability for damages, costs of environmental remediation, fines, penalties or
indemnities), of the Borrower or any Subsidiary directly or indirectly
resulting from or based upon (a) violation of any Environmental Law, (b) the
generation, use, handling, transportation, storage, treatment or disposal of
any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the
release or threatened release of any Hazardous Materials into the environment
or (e) any contract, agreement or other consensual arrangement pursuant to
which liability is assumed or imposed with respect to any of the foregoing.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended from time
to time.


 


“ERISA
Affiliate” means any trade or business (whether or not incorporated) that,
together with the Borrower or any Guarantor, is treated as a single employer
under Section 414(b) or (c) of the Code or, solely for purposes
of Section 302 of ERISA and Section 412 of the Code, is treated as a
single employer under Section 414 of the Code.


 


“ERISA
Event” means (a) any “reportable event”, as defined in Section 4043
of ERISA or the regulations issued thereunder with respect to a Plan (other
than an event for which the 30-day notice period is waived); (b) the
existence with respect to any Plan of an “accumulated funding deficiency” (as
defined in Section 412 of the Code or Section 302 of ERISA), whether
or not waived; (c) the filing pursuant to Section 412(d) of the
Code or Section 303(d) of ERISA of an application for a waiver of the
minimum funding standard with respect to any Plan; (d) the incurrence by
the Borrower or any of its ERISA Affiliates of any liability under
Title IV of ERISA with respect to the termination of any Plan; (e) the
receipt by the Borrower or any ERISA


 


7

















 


Affiliate from the PBGC or a plan administrator of any notice relating
to an intention to terminate any Plan or Plans or to appoint a trustee to
administer any Plan; (f) the incurrence by the Borrower or any of its
ERISA Affiliates of any liability with respect to the withdrawal or partial
withdrawal from any Plan or Multiemployer Plan; or (g) the receipt by the
Borrower or any ERISA Affiliate of any notice, or the receipt by any
Multiemployer Plan from the Borrower or any ERISA Affiliate of any notice,
concerning the imposition of Withdrawal Liability or a determination that a
Multiemployer Plan is, or is expected to be, insolvent or in reorganization,
within the meaning of Title IV of ERISA.


 


“Eurodollar”,
when used in reference to any Loan or Borrowing, refers to whether such Loan, or
the Loans comprising such Borrowing, are bearing interest at a rate determined
by reference to the Adjusted LIBO Rate.


 


“Event of
Default” has the meaning assigned to such term in Article VII.


 


“Excluded
Taxes” means, with respect to the Administrative Agent, any Lender or any
other recipient of any payment to be made by or on account of any obligation of
the Borrower hereunder, (a) income or franchise taxes imposed on (or
measured by) its net income by the United States of America, or by the
jurisdiction under the laws of which such recipient is organized or in which
its principal office is located or, in the case of any Lender, in which its
applicable lending office is located, (b) any branch profits taxes imposed
by the United States of America or any similar tax imposed by any other
jurisdiction described in clause (a) above and (c) in the case of a
Foreign Lender (other than an assignee pursuant to a request by the Borrower
under Section 2.16(b)), any withholding tax that (i) is in effect and
would apply to amounts payable to such Foreign Lender at the time such Foreign
Lender becomes a party to this Agreement (or designates a new lending office),
except to the extent that such Foreign Lender (or its assignor, if any) was
entitled, at the time of designation of a new lending office (or assignment),
to receive additional amounts from the Borrower with respect to any withholding
tax pursuant to Section 2.14(a), or (ii) is attributable to such
Foreign Lender’s failure to comply with Section 2.14(e).


 


“Existing
Credit Agreement” means the Credit Agreement dated as of August 4,
2000, as amended, among the Borrower, the lenders party thereto and the
Administrative Agent.


 


“Extended
Loan Parties” means the Borrower, the Subsidiaries, the Audited Guarantor
Entities and the Guarantors that are not Audited Guarantor Entities.


 


“Federal
Funds Effective Rate” means, for any day, the weighted average (rounded
upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight
Federal funds transactions with members of the Federal Reserve System arranged
by Federal funds brokers, as published on the next succeeding Business Day by
the Federal Reserve Bank of New York, or, if such rate is not so published
for any day that is a Business Day, the average (rounded upwards, if necessary,
to the next 1/100 of 1%) of the quotations for such day for such transactions
received by the Administrative Agent from three Federal funds brokers of
recognized standing selected by it.


 


8

















 


“Financial
Officer” means the chief financial officer, principal accounting officer,
treasurer or controller of the Borrower.


 


“Foreign
Lender” means any Lender that is organized under the laws of a jurisdiction
other than that in which the Borrower is located. For purposes of this
definition, the United States of America, each State thereof and the District
of Columbia shall be deemed to constitute a single jurisdiction.


 


“Founding
Members” means Peterson and Schwarzman and, if neither Peterson nor Schwarzman
is devoting a substantial portion of his time to the business of the Borrower
and its Affiliates, James.


 


“GAAP”
means generally accepted accounting principles in the United States of America.


 


“General
Partners” means Blackstone Group Holdings L.L.C., a Delaware limited
liability company, in its capacity as a general partner of the Borrower for so
long as such Person shall remain a general partner of the Borrower, and shall
include each other Person which from time to time may become a general
partner of the Borrower.


 


“Governmental
Authority” means the government of the United States of America, any other
nation or any political subdivision thereof, whether state or local, and any
agency, authority, instrumentality, regulatory body, court, central bank or
other entity exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to government.


 


“Granting
Bank” has the meaning assigned to such term in Section 9.04(i).


 


“Guarantee”
of or by any Person (the “guarantor”) means any obligation, contingent
or otherwise, of the guarantor guaranteeing or having the economic effect of
guaranteeing any Indebtedness of any other Person (the “primary obligor”)
in any manner, whether directly or indirectly, and including any obligation of
the guarantor, direct or indirect, (a) to purchase or pay (or advance or
supply funds for the purchase or payment of) such Indebtedness or to purchase
(or to advance or supply funds for the purchase of) any security for the payment
thereof, (b) to purchase or lease property, securities or services for the
purpose of assuring the owner of such Indebtedness of the payment thereof or (c) to
maintain working capital, equity capital or any other financial statement
condition or liquidity of the primary obligor so as to enable the primary
obligor to pay such Indebtedness; provided, that the term Guarantee
shall not include endorsements for collection or deposit in the ordinary course
of business.


 


“Guarantee
Agreement” means the Guarantee Agreement among the Borrower, the Guarantors
and the Administrative Agent substantially in the form of Exhibit D.


 


“Guarantors”
means the Persons listed on Schedule 1.01(a) hereof under the caption
“Guarantor” and any other Persons in which the Founding Members have an equity
interest that receive management or other fees (or distributions in respect of
fees) for rendering advisory services to (i) the Blackstone Funds or any
successor investment


 


9

















 


funds to the Blackstone Funds which are established by the Borrower or
its Affiliates after the date hereof or (ii) any other investment funds or
entities which are established by the Borrower or any of its Affiliates after
the date hereof.


 


“Guarantor
Adjusted Net Income” means on any date the aggregate of the Adjusted Net
Income of each Guarantor for the four most recently ended fiscal quarters as
reflected on financial statements that have been delivered pursuant to Section 5.04(a),
(b) or (c).


 


“Hazardous
Materials”  means all explosive or
radioactive substances or wastes and all hazardous or toxic substances, wastes
or other pollutants, including petroleum or petroleum distillates, asbestos or
asbestos containing materials, polychlorinated biphenyls, radon gas, infectious
or medical wastes and all other substances or wastes of any nature regulated
pursuant to any Environmental Law.


 


“Hedging
Agreement” means any interest rate protection agreement, foreign currency
exchange agreement, commodity price protection agreement or other interest or
currency exchange rate or commodity price hedging arrangement.


 


“Illiquid
Investments” means (x) investments in securities and instruments that are
owned directly by the Borrower and the Subsidiaries free and clear of all Liens
(other than customary bankers’ liens and rights of setoff); (y) investments by
the Borrower and the Subsidiaries in limited partnerships and other investment
vehicles free and clear of all Liens; and (z) investments that secure
loans by the Borrower to employees of the Borrower and its Affiliates, the
proceeds of which are invested in funds managed by the Borrower or its
Subsidiaries or Affiliates, but excluding (1) in each case, Liquid
Investments and (2) in the case of clause (z), all Specified Receivables.


 


“Indebtedness”
of any Person means, without duplication, (a) all obligations of such
Person for borrowed money, (b) all obligations of such Person evidenced by
bonds, debentures, notes or similar instruments, (c) all obligations of
such Person under conditional sale or other title retention agreements relating
to property acquired by such Person, (d) all obligations of such Person in
respect of the deferred purchase price of property or services, (e) all
Indebtedness of others secured by (or for which the holder of such Indebtedness
has an existing right, contingent or otherwise, to be secured by) any Lien on
property owned or acquired by such Person, whether or not the Indebtedness
secured thereby has been assumed, (f) all Guarantees by such Person of
Indebtedness of others, (g) all Capital Lease Obligations of such Person, (h) all
obligations of such Person in respect of Hedging Agreements, (i) all
obligations, contingent or otherwise, of such Person as an account party in
respect of letters of credit and letters of guaranty and (j) all obligations,
contingent or otherwise, of such Person in respect of bankers’ acceptances; but
excluding in each case trade and other accounts payable arising in the ordinary
course of business. The Indebtedness of any Person shall include the
Indebtedness of any other entity (including any partnership in which such
Person is a general partner) to the extent such Person is liable therefor as a
result of such Person’s ownership interest in or other relationship with such
entity, except to the extent the terms of such Indebtedness provide that such
Person is not liable therefor.


 


10

















 


“Indemnified
Taxes” means Taxes other than Excluded Taxes.


 


“Indemnity,
Subrogation and Contribution Agreement” shall mean the Indemnity,
Subrogation and Contribution Agreement among the Borrower, the Guarantors and
the Administrative Agent substantially in the form of Exhibit E.


 


“Ineligible
Liquid Market Value” means the sum of (a) the amount, if any, by which
the Market Value of any Liquid Investment that is a hedge fund investment held
by a fund sponsored by BAAM (or Affiliate thereof) exceeds 20% of the aggregate
Market Value of all Liquid Investments (calculated prior to the deduction of
Ineligible Liquid Market Value) and (b) the amount, if any, by which the
Market Value of the five largest Liquid Investments by Market Value (other than
investments in cash and Cash Equivalents) exceeds 50% of the aggregate Market
Value of all Liquid Investments (calculated prior to the deduction of
Ineligible Liquid Market Value). For purposes of computing the amount in clause
(b) of the preceding sentence, (A) the Market Value of any Liquid
Investment owned by a Subsidiary shall be deemed to equal the Market Value of
such Liquid Investment determined without reference to this clause (A) multiplied
by a decimal representing the Borrower’s percentage ownership of the capital
stock of or other equity interests in such Subsidiary; and (B) the Market
Value of any Liquid Investment owned by a Subsidiary that is a Broker or Dealer
within the meaning of the Securities Exchange Act of 1934 shall be included
only to the extent that the Net Capital of such Subsidiary is in excess of the
minimum amount of Net Capital required to be maintained by such Subsidiary
pursuant to Rule 15c-3-1 under the Securities Exchange Act of 1934, as
amended from time to time.


 


“Information
Memorandum” means the Confidential Information Memorandum dated November,
2003 (including the exhibits and schedules attached thereto) relating to the
Borrower and the Transactions.


 


“Interest
Election Request” means a request by the Borrower to convert or continue a
Borrowing in accordance with Section 2.05.


 


“Interest
Payment Date” means (a) with respect to any ABR Loan, the last day of
each March, June, September and December and (b) with respect to
any Eurodollar Loan, the last day of the Interest Period applicable to the
Borrowing of which such Loan is a part and, in the case of a Eurodollar
Borrowing with an Interest Period of more than three months’ duration, each day
prior to the last day of such Interest Period that occurs at intervals of three
months’ duration after the first day of such Interest Period.


 


“Interest
Period” means with respect to any Eurodollar Borrowing, the period
commencing on the date of such Borrowing and ending on the numerically
corresponding day in the calendar month that is one, two, three or
six months (or, with the consent of each Lender, twelve months)
thereafter, as the Borrower may elect; provided, that (i) if
any Interest Period would end on a day other than a Business Day, such Interest
Period shall be extended to the next succeeding Business Day unless such next
succeeding Business Day would fall in the next calendar month, in which case
such Interest Period shall end on the next preceding Business Day and (ii) any
Interest Period


 


11

















 


that commences on the last Business Day of a calendar month (or on a
day for which there is no numerically corresponding day in the last calendar
month of such Interest Period) shall end on the last Business Day of the last
calendar month of such Interest Period. For purposes hereof, the date of a
Borrowing initially shall be the date on which such Borrowing is made and
thereafter shall be the effective date of the most recent conversion or
continuation of such Borrowing.


 


“James”
means Hamilton E. James, a vice chairman of Blackstone Group Holdings L.L.C. on
the Effective Date.


 


“Lender
Affiliate” means, (a) with respect to any Lender, (i) an
Affiliate of such Lender or (ii) any entity (whether a corporation,
partnership, trust or otherwise) that is engaged in making, purchasing, holding
or otherwise investing in bank loans and similar extensions of credit in the
ordinary course of its business and is administered or managed by a Lender or
an Affiliate of such Lender and (b) with respect to any Lender that is a
fund which invests in bank loans and similar extensions of credit, any other
fund that invests in bank loans and similar extensions of credit and is managed
by the same investment advisor as such Lender or by an Affiliate of such
investment advisor.


 


“Lenders”
means the Persons listed on Schedule 2.01 and any other Person that shall
have become a party hereto pursuant to an Assignment and Acceptance, other than
any such Person that ceases to be a party hereto pursuant to an Assignment and
Acceptance.


 


“Leverage
Ratio” means, on any date, the ratio of the total Indebtedness of the
Borrower and its consolidated Subsidiaries on such date to Combined EBITDA for
the period of four consecutive fiscal quarters most recently ended on or prior
to such date.


 


“LIBO Rate”
means, with respect to any Eurodollar Borrowing for any Interest Period, the
rate appearing on Page 3750 of the Telerate Service (or on any successor
or substitute page of such Service, or any successor to or substitute for
such Service, providing rate quotations comparable to those currently provided
on such page of such Service, as determined by the Administrative Agent
from time to time for purposes of providing quotations of interest rates
applicable to dollar deposits in the London interbank market) at approximately
11:00 a.m., London time, two Business Days prior to the commencement of
such Interest Period, as the rate for dollar deposits with a maturity
comparable to such Interest Period. In the event that such rate is not
available at such time for any reason, then the “LIBO Rate” with respect
to such Eurodollar Borrowing for such Interest Period shall be the rate at
which dollar deposits of $1,000,000 and for a maturity comparable to such
Interest Period are offered by the principal London office of the
Administrative Agent in immediately available funds in the London interbank market
at approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period.


 


“Lien”
means, with respect to any asset, (a) any mortgage, deed of trust, lien,
pledge, hypothecation, encumbrance, charge or security interest in, on or of
such asset, (b) the interest of a vendor or a lessor under any conditional
sale agreement, capital lease or title retention agreement (or any financing
lease having substantially the same


 


12

















 


economic effect as any of the foregoing) relating to such asset and (c) in
the case of securities, any purchase option, call or similar right of a third
party with respect to such securities (except for any right to repurchase, call
or redeem for fair market value for cash).


 


“Limited
Partner” means American International Group, Inc. and/or any of its
Affiliates in its capacity as a limited partner of the Borrower, and shall
include each other person which from time to time may become a limited
partner of the Borrower.


 


“Liquid
Investments” means (w) direct investments in readily marketable
securities and instruments trading on a Recognized Exchange and that are owned
directly by the Borrower and the Subsidiaries free and clear of all Liens
(other than customary bankers’ liens and rights of setoff); (x) investments
by the Borrower and the Subsidiaries in limited partnerships and other
investment vehicles in each case (I) established for the purpose of
investing in diversified portfolios, at least 85% of the aggregate Market Value
of which consists of readily marketable securities and instruments that are
tradeable on a Recognized Exchange and (II) free and clear of all Liens
(other than customary bankers’ liens and rights of setoff); (y) cash
and Cash Equivalents of the Borrower and the Subsidiaries free and clear
of all Liens (other than customary bankers’ liens and rights of setoff); and
(z) accounts receivable, free and clear of all Liens, which are not more than 90
days past due, arising primarily out of services performed in respect of
private placement transactions.


 


“Loan
Documents” shall mean this Agreement, the Guarantee Agreement and the
Indemnity, Subrogation and Contribution Agreement.


 


“Loan
Parties” shall mean the Borrower and the Guarantors.


 


“Loans”
means the revolving loans made by the Lenders to the Borrower pursuant to this
Agreement.


 


“Market
Value” means as of any date of determination, (a) in the case of each
Liquid Investment described in clause (w) of the definition thereof, the
last sales price for such Liquid Investment on the primary exchange on which it
is traded prior to such date, or, if no such sales price is available at such
date, the closing price quoted for such Liquid Investment (but, if bid and
asked quotations are available, the mean between the last current bid and asked
prices, rather than the quoted closing price); (b) in the case of each
Liquid Investment described in clause (x) of the definition thereof, the
fair market value of such Liquid Investment most recently provided prior to
such date to the Borrower or a Subsidiary, as the case may be, by the
sponsor, advisor or other person acting in a comparable capacity with respect
to such Investment; (c) in the case of each Liquid Investment described in
clause (y) of the definition thereof (other than cash), the amortized cost
of such Liquid Investment; (d) in the case of each Liquid Investment
described in clause (z) of the definition thereof, the net amount thereof
reflected on the Borrower’s most recent consolidated balance sheet delivered
pursuant to paragraph (a) or (c) of Section 5.04; (e) in
the case of cash, the amount thereof; and (f) in the case of each Illiquid
Investment, the value at which such Illiquid Investment is reflected on the
Borrower’s most recent consolidated balance sheet delivered pursuant to
paragraph (a) or


 


13

















 


(c) of Section 5.04 or, if on the date of computation of
Market Value such Illiquid Investment shall not yet have been reflected on a
balance sheet delivered pursuant to either of said paragraphs, then the value
at which such Illiquid Investment would be reflected on a consolidated balance
sheet of the Borrower as of such date prepared in accordance with GAAP.


 


“Material
Adverse Effect” means a material adverse effect on (a) the business,
assets, operations or condition, financial or otherwise, of the Extended Loan
Parties, taken as a whole, (b) the ability of any of the material Loan
Parties to perform any of its material obligations under any of the Loan
Documents or (c) the rights of or benefits available to the Lenders under
any of the Loan Documents.


 


“Material
Indebtedness” means Indebtedness (other than the Loans) of any one or more
of the Extended Loan Parties in an aggregate principal amount exceeding $20,000,000.
For purposes of determining Material Indebtedness, the “principal amount” of
the obligations of any Extended Loan Party in respect of any Hedging Agreement
at any time shall be the maximum aggregate amount (giving effect to any netting
agreements) that such Extended Loan Party would be required to pay if such
Hedging Agreement were terminated at such time.


 


“Maturity
Date” means the earlier of (i) December 22, 2009 and (ii) the
date that is the numerically corresponding day of the calendar month that is
eighteen months after the date of the occurrence of the last event constituting
a Wind-Down Event.


 


“Moody’s”
means Moody’s Investors Service, Inc.


 


“Multiemployer
Plan” means a multiemployer plan as defined in Section 4001(a)(3) of
ERISA.


 


“Net
Capital” shall have the meaning given such term in Rule 15c-3-1 under
the Securities Exchange Act of 1934, as amended from time to time.


 


“Other
Taxes” means any and all present or future recording, stamp, documentary,
excise, transfer, sales, property or similar taxes, charges or levies arising
from any payment made hereunder or from the execution, delivery or enforcement
of, or otherwise with respect to, this Agreement.


 


“Partners’
Capital” shall mean, at any time, the Borrower’s consolidated partners’
capital, determined in accordance with GAAP, minus the sum of any withdrawals
required under the Agreement of Limited Partnership within the 12 months
succeeding the time as of which Partners’ Capital is calculated.


 


“PBGC”
means the Pension Benefit Guaranty Corporation referred to and defined in ERISA
and any successor entity performing similar functions.


 


“Peterson”
means Peter G. Peterson, a member of Blackstone Group Holdings L.L.C. on
the Effective Date.


 


14

















 


“Person”
means any natural person, corporation, limited liability company, trust, joint
venture, association, company, partnership, Governmental Authority or other
entity.


 


“Plan”  means any employee pension benefit plan
(other than a Multiemployer Plan) subject to the provisions of Title IV of
ERISA or Section 412 of the Code or Section 302 of ERISA, and in
respect of which the Borrower, any of the Guarantors, or any ERISA Affiliate is
(or, if such plan were terminated, would under Section 4069 of ERISA be
deemed to be) an “employer” as defined in Section 3(5) of ERISA.


 


“Prime Rate”
means the rate of interest per annum publicly announced from time to time by JPMorgan
Chase Bank as its prime rate in effect at its principal office in New York
City; each change in the Prime Rate shall be effective from and including the
date such change is publicly announced as being effective.


 


“Recognized
Exchange” means a recognized securities or commodities exchange (including
an organized over-the-counter market such as The National Association of
Securities Dealers Automated Quotation System) of any country which is a member
of the Organization for Economic Cooperation and Development.


 


“Register”
has the meaning set forth in Section 9.04.


 


“Related
Parties” means, with respect to any specified Person, such Person’s
Affiliates and the respective directors, officers, employees, agents and
advisors of such Person and such Person’s Affiliates.


 


“Required
Lenders” means, at any time, Lenders having Credit Exposures and unused
Commitments representing more than 50% of the sum of the total Credit Exposures
and unused Commitments at such time.


 


“Schwarzman”
means Stephen A. Schwarzman, a member of Blackstone Group Holdings L.L.C. on
the Effective Date.


 


“S&P”
means Standard & Poor’s Ratings Services.


 


“SPC”
has the meaning assigned to such term in Section 9.04(i).


 


“Specified
Receivables” has the meaning assigned to such term in Section 6.01(c).


 


“Statutory
Reserve Rate” means a fraction (expressed as a decimal), the numerator of
which is the number one and the denominator of which is the number one minus
the aggregate of the maximum reserve percentages (including any marginal,
special, emergency or supplemental reserves) expressed as a decimal established
by the Board to which the Administrative Agent is subject for eurocurrency
funding (currently referred to as “Eurocurrency Liabilities” in
Regulation D of the Board). Such reserve percentages shall include those
imposed pursuant to such Regulation D. Eurodollar Loans shall be deemed to
constitute eurocurrency funding and to be subject to such


 


15

















 


reserve requirements without benefit of or credit for proration,
exemptions or offsets that may be available from time to time to any
Lender under such Regulation D or any comparable regulation. The Statutory
Reserve Rate shall be adjusted automatically on and as of the effective date of
any change in any reserve percentage.


 


“subsidiary”
means, with respect to any Person (the “parent”) at any date, any
corporation, limited liability company, partnership, association or other
entity the accounts of which would be consolidated with those of the parent in
the parent’s consolidated financial statements if such financial statements
were prepared in accordance with GAAP as of such date, as well as any other
corporation, limited liability company, partnership, association or other
entity (a) of which securities or other ownership interests representing
more than 50% of the equity or more than 50% of the ordinary voting power or,
in the case of a partnership, more than 50% of the general partnership
interests are, as of such date, owned, controlled or held, or (b) that is,
as of such date, otherwise Controlled, by the parent or one or more
subsidiaries of the parent or by the parent and one or more subsidiaries of the
parent.


 


“Subsidiary”
means any subsidiary of the Borrower.


 


“Taxes”
means any and all present or future taxes, levies, imposts, duties, deductions,
charges or withholdings imposed by any Governmental Authority.


 


“Transactions”
has the meaning assigned to such term in Section 3.02 hereof.


 


“Type”,
when used in reference to any Loan or Borrowing, refers to whether the rate of
interest on such Loan, or on the Loans comprising such Borrowing, is determined
by reference to the Adjusted LIBO Rate or the Alternate Base Rate.


 


“Wind-Down
Event” means the occurrence of (i) each of Peterson, Schwarzman and
James failing to devote a substantial part of his time to the business of
the Borrower and its Affiliates and (ii) as a result thereof, a
determination by limited partners thereof to liquidate, in accordance with its
terms, Blackstone Capital Partners IV L.P. or any successor private equity fund
subsequently created by the Borrower’s Founding Members.


 


“Withdrawal
Liability” means liability to a Multiemployer Plan as a result of a
complete or partial withdrawal from such Multiemployer Plan, as such terms are
defined in Part I of Subtitle E of Title IV of ERISA.


 


SECTION 1.02.
Classification of Loans and Borrowings. For purposes of this Agreement,
Loans may be classified and referred to by Type (e.g., a “Eurodollar
Loan” or an “ABR Loan”). Borrowings also may be classified and referred to
by Type (e.g., a “Eurodollar Borrowing” or an “ABR Borrowing”).


 


SECTION 1.03.
Terms Generally. The definitions of terms herein shall apply equally to
the singular and plural forms of the terms defined. Whenever the context may require,
any pronoun shall include the corresponding masculine, feminine and neuter
forms. The words “include”, “includes” and “including” shall be deemed to


 


16

















 


be followed by the phrase “without
limitation”. The word “will” shall be construed to have the same meaning and
effect as the word “shall”. Unless the context requires otherwise (a) any
definition of or reference to any agreement, instrument or other document
herein shall be construed as referring to such agreement, instrument or other
document as from time to time amended, supplemented or otherwise modified
(subject to any restrictions on such amendments, supplements or modifications
set forth herein), (b) any reference herein to any Person shall be
construed to include such Person’s successors and assigns, (c) the words “herein”,
“hereof” and “hereunder”, and words of similar import, shall be construed to
refer to this Agreement in its entirety and not to any particular provision
hereof, (d) all references herein to Articles, Sections, Exhibits and
Schedules shall be construed to refer to Articles and Sections of, and Exhibits
and Schedules to, this Agreement and (e) the words “asset” and “property”
shall be construed to have the same meaning and effect and to refer to any and
all tangible and intangible assets and properties, including cash, securities,
accounts and contract rights.


 


SECTION 1.04.
Accounting Terms; GAAP. Except as otherwise expressly provided herein,
all terms of an accounting or financial nature shall be construed in accordance
with GAAP, as in effect from time to time; provided that, if the
Borrower notifies the Administrative Agent that the Borrower requests an
amendment to any provision hereof to eliminate the effect of any change
occurring after the date hereof in GAAP or in the application thereof on the
operation of such provision (or if the Administrative Agent notifies the
Borrower that the Required Lenders request an amendment to any provision hereof
for such purpose), regardless of whether any such notice is given before or
after such change in GAAP or in the application thereof, then such provision
shall be interpreted on the basis of GAAP as in effect and applied immediately
before such change shall have become effective until such notice shall have
been withdrawn or such provision amended in accordance herewith.


 


ARTICLE II


 


The Credits


 


SECTION 2.01.
Commitments. Subject to the terms and conditions set forth herein, each
Lender agrees to make Loans to the Borrower from time to time during the
Availability Period in an aggregate principal amount that will not result in
such Lender’s Credit Exposure exceeding (i) such Lender’s Commitment or (ii) such
Lender’s Applicable Percentage of the Borrowing Base. Within the foregoing
limits and subject to the terms and conditions set forth herein, the Borrower may borrow,
prepay and reborrow Loans.


 


SECTION 2.02.
Loans and Borrowings. (a)  Each Loan shall be made as part of
a Borrowing consisting of Loans made by the Lenders ratably in accordance with
their respective Commitments. The failure of any Lender to make any Loan
required to be made by it shall not relieve any other Lender of its obligations
hereunder; provided that the Commitments of the Lenders are several and
no Lender shall be responsible for any other Lender’s failure to make Loans as
required.


 


17

















 


(b)                                 Subject
to Section 2.11, each Borrowing shall be comprised entirely of ABR Loans
or Eurodollar Loans as the Borrower may request in accordance herewith. Each
Lender at its option may make any Eurodollar Loan by causing any domestic
or foreign branch or Affiliate of such Lender to make such Loan; provided
that any exercise of such option shall not affect the obligation of the
Borrower to repay such Loan in accordance with the terms of this Agreement.


 


(c)                                  At
the commencement of each Interest Period for any Eurodollar Borrowing and at
the time that each ABR Borrowing is made such Borrowing shall be in an
aggregate amount that is an integral multiple of $1,000,000 and not less than
$1,000,000; provided that an ABR Borrowing may be in an aggregate
amount that is equal to the entire unused balance of the total Commitments. Borrowings
of more than one Type may be outstanding at the same time; provided
that there shall not at any time be more than a total of fifteen Eurodollar
Borrowings outstanding.


 


(d)                                 Notwithstanding
any other provision of this Agreement, the Borrower shall not be entitled to
request, or to elect to convert or continue, any Borrowing if the Interest
Period requested with respect thereto would end after the Maturity Date.


 


SECTION 2.03.
Requests for Borrowings. To request a Borrowing, the Borrower shall
notify the Administrative Agent of such request by telephone (a) in the
case of a Eurodollar Borrowing, not later than 11:00 a.m., New
York City time, three Business Days before the date of the proposed
Borrowing and (b) in the case of an ABR Borrowing, not later than 12:00
noon, New York City time, on the date of the proposed Borrowing. Each such
telephonic Borrowing Request shall be irrevocable and shall be confirmed
promptly by hand delivery or telecopy to the Administrative Agent of a written
Borrowing Request in a form approved by the Administrative Agent and
signed by the Borrower. Each such telephonic and written Borrowing Request
shall specify the following information in compliance with Section 2.02:


 


(i)                                     the aggregate
amount of the requested Borrowing;


 


(ii)                                  the date of such
Borrowing, which shall be a Business Day;


 


(iii)                               whether such Borrowing
is to be an ABR Borrowing or a Eurodollar Borrowing;


 


(iv)                              in the case of a
Eurodollar Borrowing, the initial Interest Period to be applicable thereto,
which shall be a period contemplated by the definition of the term “Interest
Period”; and


 


(v)                                 the location and
number of the Borrower’s account to which funds are to be disbursed, which
shall comply with the requirements of Section 2.04.


 


If no election
as to the Type of Borrowing is specified, then the requested Borrowing shall be
an ABR Borrowing. If no Interest Period is specified with respect to any
requested Eurodollar Borrowing, then the Borrower shall be deemed to have
selected an Interest Period of one month’s duration. Promptly following receipt
of a Borrowing


 


18

















 


Request in
accordance with this Section, the Administrative Agent shall advise each Lender
of the details thereof and of the amount of such Lender’s Loan to be made as part of
the requested Borrowing.


 


SECTION 2.04.
Funding of Borrowings. (a)  Each Lender shall make each Loan
to be made by it hereunder on the proposed date thereof by wire transfer of
immediately available funds by 12:00 noon, New York City time, to the account
of the Administrative Agent most recently designated by it for such purpose by
notice to the Lenders. The Administrative Agent will make such Loans available
to the Borrower by promptly crediting the amounts so received, in like funds,
to an account of the Borrower maintained with the Administrative Agent in New
York City and designated by the Borrower in the applicable Borrowing Request.


 


(b)                                 Unless
the Administrative Agent shall have received notice from a Lender prior to the
proposed date of any Borrowing that such Lender will not make available to the
Administrative Agent such Lender’s share of such Borrowing, the Administrative
Agent may assume that such Lender has made such share available on such
date in accordance with paragraph (a) of this Section and may, in
reliance upon such assumption, make available to the Borrower a corresponding
amount. In such event, if a Lender has not in fact made its share of the
applicable Borrowing available to the Administrative Agent, then the applicable
Lender and the Borrower severally agree to pay to the Administrative Agent
forthwith on demand such corresponding amount with interest thereon, for each
day from and including the date such amount is made available to the Borrower
to but excluding the date of payment to the Administrative Agent, at (i) in
the case of such Lender, the greater of the Federal Funds Effective Rate and a
rate determined by the Administrative Agent in accordance with banking industry
rules on interbank compensation or (ii) in the case of the Borrower,
the interest rate applicable to ABR Loans. If such Lender pays such amount to
the Administrative Agent, then such amount shall constitute such Lender’s Loan
included in such Borrowing.


 


SECTION 2.05.
Interest Elections. (a)  Each Borrowing initially shall be of
the Type specified in the applicable Borrowing Request and, in the case of a
Eurodollar Borrowing, shall have an initial Interest Period as specified in
such Borrowing Request. Thereafter, the Borrower may elect to convert such
Borrowing to a different Type or to continue such Borrowing and, in the case of
a Eurodollar Borrowing, may elect Interest Periods therefor, all as
provided in this Section. The Borrower may elect different options with
respect to different portions of the affected Borrowing, in which case each
such portion shall be allocated ratably among the Lenders holding the Loans
comprising such Borrowing, and the Loans comprising each such portion shall be
considered a separate Borrowing.


 


(b)                                 To
make an election pursuant to this Section, the Borrower shall notify the
Administrative Agent of such election by telephone by the time that a Borrowing
Request would be required under Section 2.03 if the Borrower were
requesting a Borrowing of the Type resulting from such election to be made on
the effective date of such election. Each such telephonic Interest Election
Request shall be irrevocable and shall be confirmed promptly by hand delivery
or telecopy to the


 


19

















 


Administrative Agent of a written Interest Election Request in a form approved
by the Administrative Agent and signed by the Borrower.


 


(c)                                  Each
telephonic and written Interest Election Request shall specify the following
information in compliance with Section 2.02:


 


(i)                                     the Borrowing to
which such Interest Election Request applies and, if different options are
being elected with respect to different portions thereof, the portions thereof
to be allocated to each resulting Borrowing (in which case the information to
be specified pursuant to clauses (iii) and (iv) below shall be
specified for each resulting Borrowing);


 


(ii)                                  the effective date of
the election made pursuant to such Interest Election Request, which shall be a
Business Day;


 


(iii)                               whether the resulting
Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; and


 


(iv)                              if the resulting
Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable
thereto after giving effect to such election, which shall be a period
contemplated by the definition of the term “Interest Period”.


 


If any such
Interest Election Request requests a Eurodollar Borrowing but does not specify
an Interest Period, then the Borrower shall be deemed to have selected an
Interest Period of one month’s duration.


 


(d)                                 Promptly
following receipt of an Interest Election Request, the Administrative Agent
shall advise each Lender of the details thereof and of such Lender’s portion of
each resulting Borrowing.


 


(e)                                  If
the Borrower fails to deliver a timely Interest Election Request with respect
to a Eurodollar Borrowing prior to the end of the Interest Period applicable
thereto, then, unless such Borrowing is repaid as provided herein, at the end
of such Interest Period such Borrowing shall be converted to an ABR Borrowing. Notwithstanding
any contrary provision hereof, if an Event of Default has occurred and is
continuing and the Administrative Agent, at the request of the Required
Lenders, so notifies the Borrower, then, so long as an Event of Default is
continuing (i) no outstanding Borrowing may be converted to or
continued as a Eurodollar Borrowing and (ii) unless repaid, each
Eurodollar Borrowing shall be converted to an ABR Borrowing at the end of the
Interest Period applicable thereto.


 


SECTION 2.06.
Termination and Reduction of Commitments. (a)  Unless
previously terminated, the Commitments shall terminate on the Maturity Date. Notwithstanding
the foregoing, if the Borrower shall fail to provide the certificate required
by Section 4.03(b) by 5:00 p.m., New York City time, on the
fifth Business Day following the date of the occurrence of a Wind-Down Event,
the Commitments shall automatically terminate at such time.


 


20

















 


(b)                                 The
Borrower may at any time terminate, or from time to time reduce, the
Commitments; provided that (i) each reduction of the Commitments
shall be in an amount that is an integral multiple of $1,000,000 and not less
than $1,000,000 and (ii) the Borrower shall not terminate or reduce the
Commitments if, after giving effect to any concurrent prepayment of the Loans
in accordance with Section 2.08, the sum of the Credit Exposures would
exceed the total Commitments.


 


(c)                                  The
Borrower shall notify the Administrative Agent of any election to terminate or
reduce the Commitments under paragraph (b) of this Section at
least three Business Days prior to the effective date of such termination or
reduction, specifying such election and the effective date thereof. Promptly
following receipt of any notice, the Administrative Agent shall advise the
Lenders of the contents thereof. Each notice delivered by the Borrower pursuant
to this Section shall be irrevocable; provided that a notice of
termination of the Commitments delivered by the Borrower may state that
such notice is conditioned upon the effectiveness of other credit facilities,
in which case such notice may be revoked by the Borrower (by notice to the
Administrative Agent on or prior to the specified effective date) if such
condition is not satisfied. Any termination or reduction of the Commitments
shall be permanent. Each reduction of the Commitments shall be made ratably
among the Lenders in accordance with their respective Commitments.


 


SECTION 2.07.
Repayment of Loans; Evidence of Debt. (a)  The Borrower
hereby unconditionally promises to pay to the Administrative Agent for the
account of each Lender the then unpaid principal amount of each Loan on the
Maturity Date.


 


(b)                                 Each
Lender shall maintain in accordance with its usual practice an account or
accounts evidencing the indebtedness of the Borrower to such Lender resulting
from each Loan made by such Lender, including the amounts of principal and
interest payable and paid to such Lender from time to time hereunder.


 


(c)                                  The
Administrative Agent shall maintain accounts in which it shall record (i) the
amount of each Loan made hereunder, the Type thereof and the Interest Period
applicable thereto, (ii) the amount of any principal or interest due and
payable or to become due and payable from the Borrower to each Lender hereunder
and (iii) the amount of any sum received by the Administrative Agent
hereunder for the account of the Lenders and each Lender’s share thereof.


 


(d)                                 The
entries made in the accounts maintained pursuant to paragraph (b) or (c) of
this Section shall be prima  facie evidence of the existence
and amounts of the obligations recorded therein; provided that the
failure of any Lender or the Administrative Agent to maintain such accounts or
any error therein shall not in any manner affect the obligation of the Borrower
to repay the Loans in accordance with the terms of this Agreement.


 


(e)                                  Any
Lender may request that Loans made by it be evidenced by a promissory note.
In such event, the Borrower shall prepare, execute and deliver to such Lender a
promissory note payable to the order of such Lender (or, if requested by such


 


21

















 


Lender, to such Lender and its registered assigns) and in a form approved
by the Administrative Agent. Thereafter, the Loans evidenced by such promissory
note and interest thereon shall at all times (including after assignment
pursuant to Section 9.04) be represented by one or more promissory notes
in such form payable to the order of the payee named therein (or, if such
promissory note is a registered note, to such payee and its registered
assigns).


 


SECTION 2.08.
Prepayment of Loans. (a)  The Borrower shall have the right at
any time and from time to time to prepay any Borrowing in whole or in part,
subject to prior notice in accordance with paragraph (c) of this Section.


 


(b)                                 Not
later than the fifth Business Day following any date on which the Borrower
shall become aware that the aggregate principal amount of the outstanding Loans
exceeds the then-current Borrowing Base, the Borrower shall prepay Borrowings
in such amount as shall be necessary so that after giving effect to such
prepayment there shall be no such excess; provided, however, that
if on such fifth Business Day the Borrower and the Subsidiaries shall not own
cash or Cash Equivalents at least equal to the amount required by this
paragraph to be prepaid, the Borrower shall effect such prepayment as promptly
as reasonably practicable and in any event not later than the 18th Business Day
following the date on which the Borrower shall have become aware of such
excess.


 


(c)                                  The
Borrower shall notify the Administrative Agent by telephone (confirmed by
telecopy) of any prepayment hereunder (i) in the case of prepayment of a
Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three
Business Days before the date of prepayment and (ii) in the case of
prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City
time, on the date of prepayment. Each such notice shall be irrevocable and
shall specify the prepayment date and the principal amount of each Borrowing or
portion thereof to be prepaid; provided that, if a notice of prepayment
is given in connection with a conditional notice of termination of the
Commitments as contemplated by Section 2.06, then such notice of
prepayment may be revoked if such notice of termination is revoked in
accordance with Section 2.06. Promptly following receipt of any such
notice the Administrative Agent shall advise the Lenders of the contents
thereof. Each partial prepayment of any Borrowing shall be in an amount that
would be permitted in the case of an advance of a Borrowing of the same Type as
provided in Section 2.02. Each prepayment of a Borrowing shall be applied
ratably to the Loans included in the prepaid Borrowing. Prepayments shall be
accompanied by accrued interest to the extent required by Section 2.10.


 


SECTION 2.09.
Fees. (a)  The Borrower agrees to pay to the Administrative
Agent for the account of each Lender a commitment fee, which shall accrue at the
Applicable Rate on the daily unused amount of the Commitment of such Lender
during the period from and including the Effective Date to but excluding the
date on which such Commitment terminates. Accrued commitment fees in respect of
any Commitment shall be payable in arrears on the last day of March, June, September and
December of each year commencing on the first such date to occur after the
date hereof, and on the date on which such Commitment terminates. All
commitment fees shall be


 


22

















 


computed on the basis of a year
of 360 days and shall be payable for the actual number of days elapsed (including
the first day but excluding the last day).


 


(b)                                 The
Borrower agrees to pay to the Administrative Agent, for its own account, fees
payable in the amounts and at the times separately agreed upon between the
Borrower and the Administrative Agent.


 


(c)                                  All
fees payable hereunder shall be paid on the dates due, in immediately available
funds, to the Administrative Agent for distribution, in the case of commitment
fees, to the Lenders. Fees paid shall not be refundable under any
circumstances.


 


SECTION 2.10.
Interest. (a)  The Loans comprising each ABR Borrowing
shall bear interest at the Alternate Base Rate.


 


(b)                                 The
Loans comprising each Eurodollar Borrowing shall bear interest at the Adjusted
LIBO Rate for the Interest Period in effect for such Borrowing plus the
Applicable Rate.


 


(c)                                  Notwithstanding
the foregoing, if any principal of or interest on any Loan or any fee or other
amount payable by the Borrower hereunder is not paid when due, whether at
stated maturity, upon acceleration or otherwise, such overdue amount shall bear
interest, after as well as before judgment, at a rate per annum equal to (i) in
the case of overdue principal of any Loan, 2% plus the rate otherwise
applicable to such Loan as provided in the preceding paragraphs of this Section or
(ii) in the case of any other amount, 2% plus the rate applicable to ABR
Loans as provided in paragraph (a) of this Section.


 


(d)                                 Accrued
interest on each Loan shall be payable in arrears on each Interest Payment Date
for such Loan and upon termination of the Commitments; provided that (i) interest
accrued pursuant to paragraph (c) of this Section shall be payable on
demand, (ii) in the event of any repayment or prepayment of any Loan
(other than a prepayment of an ABR Loan prior to the end of the Availability
Period), accrued interest on the principal amount repaid or prepaid shall be
payable on the date of such repayment or prepayment and (iii) in the event
of any conversion of any Eurodollar Loan prior to the end of the current
Interest Period therefor, accrued interest on such Loan shall be payable on the
effective date of such conversion.


 


(e)                                  All
interest hereunder shall be computed on the basis of a year of 360 days, except
that interest computed by reference to the Alternate Base Rate at times when the
Alternate Base Rate is based on the Prime Rate shall be computed on the basis
of a year of 365 days (or 366 days in a leap year), and in each case shall be
payable for the actual number of days elapsed (including the first day but
excluding the last day). The applicable Alternate Base Rate, Adjusted LIBO Rate
or LIBO Rate shall be determined by the Administrative Agent, and such
determination shall be conclusive absent manifest error.


 


SECTION 2.11.
Alternate Rate of Interest. If prior to the commencement of any Interest
Period for a Eurodollar Borrowing:


 


23

















 


(a)                                  the Administrative
Agent determines (which determination shall be conclusive absent manifest
error) that adequate and reasonable means do not exist for ascertaining the
Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period;
or


 


(b)                                 the Administrative
Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the
LIBO Rate, as applicable, for such Interest Period will not adequately and
fairly reflect the cost to such Lenders (or Lender) of making or maintaining
their Loans (or its Loan) included in such Borrowing for such Interest Period;


 


then the
Administrative Agent shall give notice thereof to the Borrower and the Lenders
by telephone or telecopy as promptly as practicable thereafter and, until the
Administrative Agent notifies the Borrower and the Lenders that the
circumstances giving rise to such notice no longer exist, (i) any Interest
Election Request that requests the conversion of any Borrowing to, or
continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective, (ii) if
any Borrowing Request requests a Eurodollar Borrowing, such Borrowing shall be
made as an ABR Borrowing.


 


SECTION 2.12.
Increased Costs. (a)  If any Change in Law shall:


 


(i)                                     impose, modify or
deem applicable any reserve, special deposit or similar requirement against
assets of, deposits with or for the account of, or credit extended by, any
Lender (except any such reserve requirement reflected in the Adjusted LIBO
Rate); or


 


(ii)                                  impose on any Lender
or the London interbank market any other condition (excluding any Taxes) affecting
this Agreement or Eurodollar Loans made by such Lender;


 


and the result
of any of the foregoing shall be to increase the cost to such Lender of making
or maintaining any Eurodollar Loan (or of maintaining its obligation to make
any such Loan) or to reduce the amount of any sum received or receivable by
such Lender hereunder (whether of principal, interest or otherwise), in each
case in an amount deemed to be material by such Lender, then the Borrower will
pay to such Lender such additional amount or amounts as will compensate such
Lender for such additional costs incurred or reduction suffered.


 


(b)                                 If
any Lender determines that any Change in Law regarding capital requirements has
or would have the effect of reducing the rate of return on such Lender’s
capital or on the capital of such Lender’s holding company, if any, as a
consequence of this Agreement or the Loans made by such Lender to a level below
that which such Lender or such Lender’s holding company could have achieved but
for such Change in Law (taking into consideration such Lender’s policies and
the policies of such Lender’s holding company with respect to capital
adequacy), in each case in an amount deemed to be material to such Lender, then
from time to time the Borrower will pay to such Lender such additional amount
or amounts as will compensate such Lender or such Lender’s holding company for
any such reduction suffered.


 


24
















 


(c)           A certificate of a
Lender setting forth the amount or amounts necessary to compensate such Lender
or its holding company as specified in paragraph (a) or (b) of
this Section, and setting forth in reasonable detail the manner of
determination of such amount or amounts, shall be delivered to the Borrower and
shall be conclusive absent manifest error. The Borrower shall pay such Lender
the amount shown as due on any such certificate within 10 days after
receipt thereof.


 


(d)           Failure or delay on the
part of any Lender to demand compensation pursuant to this Section shall
not constitute a waiver of such Lender’s right to demand such compensation; provided
that the Borrower shall not be required to compensate a Lender pursuant to this
Section for any increased costs or reductions incurred more than 180 days
prior to the date that such Lender notifies the Borrower of the Change in Law
giving rise to such increased costs or reductions and of such Lender’s
intention to claim compensation therefor; provided  further that,
if the Change in Law giving rise to such increased costs or reductions is
retroactive, then the 180-day period referred to above shall be extended to
include the period of retroactive effect thereof.


 


SECTION 2.13.
Break Funding Payments. In the event of (a) the payment of any
principal of any Eurodollar Loan other than on the last day of an Interest
Period applicable thereto (including as a result of an Event of Default), (b) the
conversion of any Eurodollar Loan other than on the last day of the Interest
Period applicable thereto, (c) the failure to borrow, convert, continue or
prepay any Loan on the date specified in any notice delivered pursuant hereto
(regardless of whether such notice may be revoked under Section 2.08(c) and
is revoked in accordance therewith) or (d) the assignment of any
Eurodollar Loan other than on the last day of the Interest Period applicable
thereto as a result of a request by the Borrower pursuant to Section 2.16,
then, in any such event, the Borrower shall compensate each Lender for the
loss, reasonable cost and reasonable expense attributable to such event. Such
loss, cost or expense to any Lender shall be deemed to include an amount
reasonably determined by such Lender to be the excess, if any, of (i) the
amount of interest which would have accrued on the principal amount of such
Loan had such event not occurred, at the Adjusted LIBO Rate that would have
been applicable to such Loan, for the period from the date of such event to the
last day of the then current Interest Period therefor (or, in the case of a
failure to borrow, convert or continue, for the period that would have been the
Interest Period for such Loan), over (ii) the amount of interest which
would accrue on such principal amount for such period at the interest rate
which such Lender would bid were it to bid, at the commencement of such period,
for dollar deposits of a comparable amount and period from other banks in the
eurodollar market. A certificate of any Lender setting forth any amount or
amounts that such Lender is entitled to receive pursuant to this Section, and
setting forth in reasonable detail the manner of determination of such amount
or amounts, shall be delivered to the Borrower and shall be conclusive absent
manifest error. The Borrower shall pay such Lender the amount shown as due on
any such certificate within 10 days after receipt thereof.


 


SECTION 2.14.
Taxes. (a)  Any and all payments by or on account of any
obligation of the Borrower hereunder shall be made free and clear of and
without deduction for any Indemnified Taxes or Other Taxes; provided
that if the Borrower shall be required to deduct any Indemnified Taxes or Other
Taxes from such payments, then


 


25

















 


(i) the sum payable shall
be increased as necessary so that after making all required deductions
(including deductions applicable to additional sums payable under this Section)
the Administrative Agent or Lender (as the case may be) receives an amount
equal to the sum it would have received had no such deductions been made, (ii) the
Borrower shall make such deductions and (iii) the Borrower shall pay the
full amount deducted to the relevant Governmental Authority in accordance with
applicable law.


 


(b)           In addition, the
Borrower shall pay any Other Taxes to the relevant Governmental Authority in
accordance with applicable law.


 


(c)           The Borrower shall
indemnify the Administrative Agent and each Lender within 10 days after written
demand therefor, for the full amount of any Indemnified Taxes or Other Taxes
paid by the Administrative Agent or such Lender as the case may be, on or
with respect to any payment by or on account of any obligation of the Borrower
hereunder (including Indemnified Taxes or Other Taxes imposed or asserted on or
attributable to amounts payable under this Section) and any penalties, interest
and reasonable expenses arising therefrom or with respect thereto, whether or
not such Indemnified Taxes or Other Taxes were correctly or legally imposed or
asserted by the relevant Governmental Authority. A certificate as to the amount
of such payment or liability delivered to the Borrower by a Lender or the
Administrative Agent on its own behalf or on behalf of a Lender shall be
conclusive absent manifest error.


 


(d)           As soon as practicable
after any payment of Indemnified Taxes or Other Taxes by the Borrower to a
Governmental Authority, the Borrower shall deliver to the Administrative Agent
the original or a certified copy of a receipt issued by such Governmental
Authority evidencing such payment, a copy of the return reporting such payment
or other evidence of such payment reasonably satisfactory to the Administrative
Agent.


 


(e)           Any Foreign Lender that
is entitled to an exemption from or reduction of withholding tax under the law
of the jurisdiction in which the Borrower is located, or any treaty to which
such jurisdiction is a party, with respect to payments under this Agreement
shall deliver to the Borrower (with a copy to the Administrative Agent), at the
time or times prescribed by applicable law, such properly completed and
executed documentation prescribed by applicable law or reasonably requested by
the Borrower as will permit such payments to be made without withholding or at
a reduced rate, provided that such Foreign Lender has received written notice
from the Borrower advising it of the availability of such exemption or
reduction and containing all applicable documentation.


 


(f)            If the Administrative
Agent or a Lender determines, in its sole discretion, that it has received a
refund of any Taxes or Other Taxes as to which it has been indemnified by the
Borrower or with respect to which the Borrower has paid additional amounts
pursuant to this Section 2.14, it shall pay over such refund to the
Borrower (but only to the extent of indemnity payments made, or additional
amounts paid, by the Borrower under this Section 2.14 with respect to the
Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket
expenses of the Administrative Agent or such Lender and without interest (other
than any interest paid by the relevant Governmental Authority with respect to
such refund); provided, that the Borrower, upon


 


26

















 


the request of the
Administrative Agent or such Lender, agrees to repay the amount paid over to
the Borrower (plus any penalties, interest or other charges imposed by the
relevant Governmental Authority) to the Administrative Agent or such Lender in
the event the Administrative Agent or such Lender is required to repay such
refund to such Governmental Authority. This Section shall not be construed
to require the Administrative Agent or any Lender to make available its tax
returns (or any other information relating to its taxes which it deems
confidential) to the Borrower or any other Person.


 


SECTION 2.15.
Payments Generally; Pro Rata Treatment; Sharing of Set-offs. (a)  The
Borrower shall make each payment required to be made by it hereunder (whether
of principal, interest or fees or of amounts payable under Section 2.12,
2.13 or 2.14, or otherwise) prior to 12:00 noon, New York City time, on the
date when due, in immediately available funds, without set-off or counterclaim.
Any amounts received after such time on any date may, in the discretion of the
Administrative Agent, be deemed to have been received on the next succeeding
Business Day for purposes of calculating interest thereon. All such payments
shall be made to the Administrative Agent at its offices at 270 Park Avenue,
New York, New York, except that payments pursuant to Sections 2.12, 2.13, 2.14
and 9.03 shall be made directly to the Persons entitled thereto. The
Administrative Agent shall distribute any such payments received by it for the
account of any other Person to the appropriate recipient promptly following
receipt thereof. If any payment hereunder shall be due on a day that is not a
Business Day, the date for payment shall be extended to the next succeeding
Business Day, and, in the case of any payment accruing interest, interest
thereon shall be payable for the period of such extension. All payments
hereunder shall be made in dollars.


 


(b)           If at any time
insufficient funds are received by and available to the Administrative Agent to
pay fully all amounts of principal, interest and fees then due hereunder, such
funds shall be applied (i) first, towards payment of interest and fees
then due hereunder, ratably among the parties entitled thereto in accordance
with the amounts of interest and fees then due to such parties, and (ii) second,
towards payment of principal then due hereunder, ratably among the parties
entitled thereto in accordance with the amounts of principal then due to such
parties.


 


(c)           If any Lender shall, by
exercising any right of set-off or counterclaim or otherwise, obtain payment in
respect of any principal of or interest on any of its Loans resulting in such
Lender receiving payment of a greater proportion of the aggregate amount of its
Loans and accrued interest thereon than the proportion received by any other
Lender, then the Lender receiving such greater proportion shall purchase (for
cash at face value) participations in the Loans of other Lenders to the extent
necessary so that the benefit of all such payments shall be shared by the
Lenders ratably in accordance with the aggregate amount of principal of and
accrued interest on their respective Loans; provided that (i) if
any such participations are purchased and all or any portion of the payment giving
rise thereto is recovered, such participations shall be rescinded and the
purchase price restored to the extent of such recovery, without interest, and (ii) the
provisions of this paragraph shall not be construed to apply to any payment
made by the Borrower pursuant to and in accordance with the express terms of
this Agreement or any payment obtained by a Lender as consideration for the
assignment of


 


27

















 


or sale of a participation in
any of its Loans to any assignee or participant, other than to the Borrower or
any Subsidiary thereof (as to which the provisions of this paragraph shall
apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively
do so under applicable law, that any Lender acquiring a participation pursuant
to the foregoing arrangements may exercise against the Borrower rights of
set-off and counterclaim with respect to such participation as fully as if such
Lender were a direct creditor of the Borrower in the amount of such
participation.


 


(d)           Unless the
Administrative Agent shall have received notice from the Borrower prior to the
date on which any payment is due to the Administrative Agent for the account of
the Lenders hereunder that the Borrower will not make such payment, the
Administrative Agent may assume that the Borrower has made such payment on
such date in accordance herewith and may, in reliance upon such assumption,
distribute to the Lenders the amount due. In such event, if the Borrower has
not in fact made such payment, then each of the Lenders severally agrees to
repay to the Administrative Agent forthwith on demand the amount so distributed
to such Lender with interest thereon, for each day from and including the date
such amount is distributed to it to but excluding the date of payment to the
Administrative Agent, at the greater of the Federal Funds Effective Rate and a
rate determined by the Administrative Agent in accordance with banking industry
rules on interbank compensation.


 


(e)           If any Lender shall
fail to make any payment required to be made by it pursuant to Section 2.04(b) or
2.15(d), then the Administrative Agent may, in its discretion (notwithstanding
any contrary provision hereof), apply any amounts thereafter received by the
Administrative Agent for the account of such Lender to satisfy such Lender’s
obligations under such Sections until all such unsatisfied obligations are
fully paid.


 


SECTION 2.16.
Mitigation Obligations; Replacement of Lenders. (a)  If any
Lender requests compensation under Section 2.12, or if the Borrower
is required to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 2.14, then
such Lender shall use reasonable efforts to designate a different lending
office for funding or booking its Loans hereunder or to assign its rights and
obligations hereunder to another of its offices, branches or affiliates, if, in
the judgment of such Lender, such designation or assignment (i) would
eliminate or reduce amounts payable pursuant to Section 2.12 or 2.14, as
the case may be, in the future and (ii) would not subject such Lender
to any unreimbursed cost or expense and would not otherwise be disadvantageous
to such Lender. The Borrower hereby agrees to pay all reasonable out-of-pocket
costs and expenses incurred by any Lender in connection with any such
designation or assignment.


 


(b)           If any Lender requests
compensation under Section 2.12, or if the Borrower is required to pay any
additional amount to any Lender or any Governmental Authority for the account
of any Lender pursuant to Section 2.14, or if any Lender defaults in its
obligation to fund Loans hereunder, or if any Lender does not consent to any
amendment or waiver of the Loan Documents requested by the Borrower, then the
Borrower may, at its sole expense and effort, upon notice to such Lender and
the Administrative Agent, require such Lender to assign and delegate, without
recourse (in


 


28

















 


accordance with and subject to
the restrictions contained in Section 9.04), all its interests, rights and
obligations under this Agreement to an assignee that shall assume such
obligations (which assignee may be another Lender, if a Lender accepts
such assignment); provided that (i) the Borrower shall have
received the prior written consent of the Administrative Agent, which consent
shall not unreasonably be withheld, (ii) such Lender shall have received
payment of an amount equal to the outstanding principal of its Loans, accrued
interest thereon, accrued fees and all other amounts payable to it hereunder, from
the assignee or the Borrower and (iii) in the case of any such assignment
resulting from a claim for compensation under Section 2.12 or payments
required to be made pursuant to Section 2.14, such assignment will result
in a material reduction in such compensation or payments. A Lender shall not be
required to make any such assignment and delegation if, prior thereto, as a
result of a waiver by such Lender or otherwise, the circumstances entitling the
Borrower to require such assignment and delegation cease to apply.


 


(c)           Notwithstanding the
foregoing provisions of this Section 2.16, no Lender may request
compensation under Section 2.12 and the Borrower shall not be required to
pay any additional amounts for the benefit of any Lender pursuant to Section 2.14
if such Lender shall not at such time demand compensation from, or be required
to pay such additional amounts for the account of, its best customers at such
time in similar circumstances.


 


ARTICLE III


 


Representations
and Warranties


 


The Borrower represents and warrants to the
Lenders that:


 


SECTION 3.01.
Organization; Powers. Each of the Extended Loan Parties (a) is duly
formed, validly existing and in good standing under the laws of its
jurisdiction of formation, (b) has all requisite power and authority to
own its property and assets and to carry on its business as now conducted and
as proposed to be conducted, (c) is qualified to do business in every
jurisdiction where such qualification is required, except where the failure so
to qualify could not reasonably be expected to result in a Material Adverse
Effect, and (d) in the case of the Borrower, has the power and authority
to execute, deliver and perform its obligations under each of the Loan
Documents and each other agreement or instrument contemplated thereby to which
it is or will be a party and to borrow hereunder.


 


SECTION 3.02.
Authorization. The execution, delivery and performance by the Loan
Parties of each of the Loan Documents to which it is a party and, in the case
of the Borrower, the borrowings hereunder (collectively, the “Transactions”)
(a) have been duly authorized by all requisite partnership, limited
liability company or corporate and, if required, partner, member or stockholder
action and (b) will not (i) violate (A) any provision of law,
statute, rule or regulation, or of the Agreement of Limited Partnership,
limited liability company agreement or other constitutive documents of the
Borrower or any other Extended Loan Party or any General Partner, (B) any
order of any Governmental Authority or (C) any provision of any indenture,
agreement or other


 


29

















 


instrument to which the Borrower or any other Extended Loan Party is a
party or by which any of them or any of their property is or may be bound,
(ii) be in conflict with, result in a breach of or constitute (alone or
with notice or lapse of time or both) a default under any such indenture,
agreement or other instrument or (iii) result in the creation or
imposition of any Lien upon or with respect to any property or assets now owned
or hereafter acquired by the Borrower or any other Extended Loan Party, which
in the cases of clause (b)(i) and (b)(ii) would reasonably be
expected to have a Material Adverse Effect.


 


SECTION 3.03. Enforceability. This
Agreement has been duly executed and delivered by the Borrower and constitutes,
and each other Loan Document when executed and delivered by the Borrower and
each other Loan Party will constitute, a legal, valid and binding obligation of
the Borrower and such Loan Party enforceable against the Borrower and such Loan
Party in accordance with its terms, except as may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
creditors’ rights generally and by general principles of equity (regardless of
whether enforcement is sought in a proceeding in equity or at law).


 


SECTION 3.04. Governmental Approvals.
No action, consent or approval of, registration or filing with or any other
action by any Governmental Authority is or will be required in connection with
the Transactions, except such as have been made or obtained and are in full
force and effect.


 


SECTION 3.05. Financial Statements.
The Borrower, each Guarantor (other than BRE Advisors IV L.L.C., BRE Advisors
International L.L.C. and Blackstone H.F. Associates L.L.C.) and each Audited
Guarantor Entity that is not a Guarantor has heretofore furnished to the
Lenders its consolidated balance sheets and consolidated statements of income
and cash flows as of and for:


 


(a)           the fiscal year ended December 31, 2002,
audited by and accompanied by the opinion of Deloitte & Touche
LLP, independent public accountants, in the case of the Borrower and each
Audited Guarantor Entity providing such financial statements, or certified by a
Financial Officer, in the case of each Guarantor that is not an Audited
Guarantor Entity providing such financial statements; and


 


(b)           the fiscal quarter ended September 30,
2003, certified by a Financial Officer in each case.


 


Such financial
statements present fairly the consolidated financial condition and results of
operations of the Borrower, the Guarantors and the Audited Guarantor Entities
providing such financial statements and their consolidated subsidiaries as of
such dates and for such periods (subject, in the case of unaudited financial
statements, to normal year-end audit adjustments). Such balance sheets and the
notes thereto disclose all material liabilities, direct or contingent, of the
Borrower, the Guarantors and the Audited Guarantor Entities providing such
financial statements and their consolidated subsidiaries as of the dates
thereof. Such financial statements were prepared in accordance with GAAP
applied on a


 


30

















 


consistent basis,
except, in the case of such unaudited financial statements, for the absence or
incompleteness of footnotes and except as otherwise disclosed therein.


 


SECTION 3.06. No Material Adverse
Change. There has been no material adverse change in the business, assets,
operations or condition, financial or otherwise, of the Borrower and its
Subsidiaries, each Guarantor and its subsidiaries and each Audited Guarantor
Entity that is not a Guarantor and its subsidiaries, in each case taken as a whole,
since December 31, 2002.


 


SECTION 3.07. Title to Properties;
Possession Under Leases. (a)  Each of the Extended Loan Parties
has good title to, or valid leasehold interests in, all its material properties
and assets, except for defects that do not, in the aggregate, materially
interfere with the conduct of the business of the Extended Loan Parties taken
as a whole or the use of the properties and assets of the Extended Loan Parties
taken as a whole for their intended purposes. All such material properties and
assets are free and clear of Liens, other than Liens expressly permitted by Section 6.02.


 


(b)           Each of the Extended
Loan Parties has complied with all obligations under all material leases to
which it is a party and all such leases are in full force and effect, except to
the extent that the failure to so comply or the failure to be in full force and
effect, individually or in the aggregate, could not reasonably be expected to
have a Material Adverse Effect. Each of the Extended Loan Parties enjoys
peaceful and undisturbed possession under all such material leases, except to
the extent that the failure to enjoy such possession could not reasonably be
expected to have a Material Adverse Effect.


 


SECTION 3.08. Subsidiaries;
Subsidiaries of Guarantors. (a)Schedule 3.08(a) sets forth as of
the Effective Date a completed and accurate list of all Subsidiaries and the
percentage ownership interest of the Borrower therein.


 


(b)           Schedule 3.08(b) sets
forth as of the Effective Date a complete and accurate list of all subsidiaries
of each Guarantor and the percentage ownership interest of such Guarantor
therein.


 


SECTION 3.09. Litigation; Compliance
with Laws. (a)  Except as set forth in Schedule 3.09, there
are not any actions, suits or proceedings at law or in equity or by or before
any Governmental Authority now pending or, to the knowledge of the Borrower,
threatened against or affecting the Borrower, or any other Extended Loan Party,
or any business, property or rights of any such person (i) which involve
any Loan Document or the Transactions or (ii) as to which there is a
reasonable possibility of an adverse determination and which would be
materially likely to, individually or in the aggregate, result in a Material
Adverse Effect.


 


(b)           Neither the Borrower
nor any of the other Extended Loan Parties is in violation of any law, rule or
regulation, or in default with respect to any judgment, writ, injunction or
decree of any Governmental Authority, where such violation or default would be
materially likely to result in a Material Adverse Effect.


 


31

















 


SECTION 3.10. Agreements. (a)  Neither
the Borrower nor any of the other Extended Loan Parties is a party to any
agreement or instrument or subject to any partnership, limited liability company
or corporate restriction that has resulted or would be materially likely to
result in a Material Adverse Effect.


 


(b)           Neither the Borrower
nor any of the other Extended Loan Parties is in default in any manner under
any provision of any indenture or other agreement or instrument evidencing
Indebtedness, or any other material agreement or instrument to which it is a
party or by which it or any of its properties or assets are or may be
bound, where such default would be materially likely to result in a Material
Adverse Effect.


 


SECTION 3.11. Federal Reserve
Regulations. (a)  No part of the proceeds of any Loan will
be used, whether directly or indirectly, and whether immediately, incidentally
or ultimately, for any purpose which entails a violation of, or which is
inconsistent with, the provisions of the Regulations of the Board, including
Regulation T, U or X.


 


(b)           At no time will more
than 25% of the assets of the Borrower, the Subsidiaries and the Guarantors
which are subject to Section 6.02 (or any other provision of this
Agreement constituting indirect security for the Loans within the meaning of
Regulation U) consist of margin stock (as such term is defined under the
Regulations of the Board), if a violation of Regulation T, U or X of the Board
would result.


 


SECTION 3.12. Investment Company Act;
Public Utility Holding Company Act. Neither the Borrower nor any other
Extended Loan Party is (a) an “investment company” as defined in, or
subject to regulation under, the Investment Company Act of 1940 or (b) a “holding
company” as defined in, or subject to regulation under, the Public Utility
Holding Company Act of 1935.


 


SECTION 3.13. Use of Proceeds. The
Borrower will use the proceeds of the Loans only for the purposes specified in
the preamble to this Agreement.


 


SECTION 3.14. Tax Returns. Each
of the Borrower and the other Extended Loan Parties has filed or caused to be
filed all Federal tax returns and all state and local tax returns required to
have been filed by it and has paid or caused to be paid all taxes shown to be
due and payable on such returns or on any assessments received by it, except
taxes the payment of which is not required by Section 5.03 or where the
failure to file or pay would not be reasonably expected to have a Material
Adverse Effect.


 


SECTION 3.15. No Material
Misstatements. No information, report, financial statement, exhibit or
schedule, including the Information Memorandum, furnished by or on behalf of
the Borrower to the Administrative Agent or any Lender in connection with the
negotiation of any Loan Document or included therein or delivered pursuant
thereto (in each case as amended, supplemented or updated) contains or will, as
of the time it is delivered, contain any untrue statement of material fact or
omits or will, as of the time it is delivered, omit to state any material fact
(known to the Borrower in the case of materials not furnished by it) necessary
to make the statements therein, in the light of the circumstances under which
they were made, not materially misleading, provided, that to the extent
that any of the foregoing was based on or constitutes a


 


32

















 


forecast or financial projection, the Borrower represents only that
each such forecast or projection was prepared in good faith based upon
assumptions believed by the Borrower to be reasonable at the time of
preparation.


 


SECTION 3.16. ERISA. No ERISA
Event has occurred or is reasonably expected to occur that, when taken together
with all other such ERISA Events for which liability is reasonably expected to
occur, could reasonably be expected to result in a Material Adverse Effect. The
present value of all accumulated benefit obligations under each Plan (based on
the assumptions used for purposes of Statement of Financial Accounting
Standards No. 87) did not, as of the date of the most recent financial
statements reflecting such amounts, exceed the fair market value of the assets
of such Plan by an amount that could reasonably be expected to result in a
Material Adverse Effect, and the present value of all accumulated benefit
obligations of all underfunded Plans (based on the assumptions used for
purposes of Statement of Financial Accounting Standards No. 87) did not,
as of the date of the most recent financial statements reflecting such amounts,
exceed the fair market value of the assets of all such underfunded Plans by an
amount that could reasonably be expected to result in a Material Adverse
Effect.


 


SECTION 3.17. Agreement of Limited
Partnership. The Agreement of Limited Partnership has been duly executed
and delivered by each of the General Partner(s) and the Limited Partner and
constitutes a legal, valid and binding obligation of each of the General
Partner(s) and the Limited Partner enforceable against each such partner in
accordance with its terms, except as may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
creditors’ rights generally and by general principles of equity (regardless of
whether enforcement is sought in a proceeding in equity or at law).


 


ARTICLE IV


 


Conditions


 


SECTION 4.01. Effective Date. The
obligations of the Lenders to make Loans hereunder shall not become effective
until the date on which each of the following conditions is satisfied (or waived
in accordance with Section 9.02):


 


(a)           The Administrative Agent (or its counsel)
shall have received from each party hereto either (i) a counterpart of
this Agreement signed on behalf of such party or (ii) written evidence
satisfactory to the Administrative Agent (which may include telecopy
transmission of a signed signature page of this Agreement) that such party
has signed a counterpart of this Agreement.


 


(b)           The Administrative Agent shall have received
a favorable written opinion (addressed to the Administrative Agent and the
Lenders and dated the Effective Date) of Simpson Thacher & Bartlett
LLP, counsel for the Borrower, substantially in the form of Exhibit B,
and covering such other matters relating to the Borrower, this Agreement or the
Transactions as the Administrative Agent shall reasonably request. The Borrower
hereby requests such counsel to deliver such opinion.


 


33

















 


(c)           The Lenders shall have received the
financial statements described in Section 3.05.


 


(d)           The Administrative Agent shall have received
such documents and certificates as the Administrative Agent or its counsel may reasonably
request relating to the organization, existence and good standing of the
Borrower and each of the Guarantors, the authorization of the Transactions and
any other legal matters relating to the Borrower, the Guarantors, this
Agreement or the Transactions, all in form and substance satisfactory to
the Administrative Agent and its counsel.


 


(e)           The Administrative Agent shall be reasonably
satisfied that (i) the representations and warranties of each Loan Party
set forth in the Loan Documents are true and correct in all material respects
as of the Effective Date, (ii) no default, prepayment event or creation of
Liens under debt instruments or other agreements to which any Extended Loan
Party is a party would result from the Transactions and (iii) no Extended
Loan Party is in violation of any law, rule or regulation, or in default
with respect to any judgment, writ, injunction or decree of any Governmental
Authority, where a violation would be likely to result in a Material Adverse
Effect.


 


(f)            All material consents and approvals
required to be obtained from any Governmental Authority or any other Person in
connection with the Transactions shall have been obtained.


 


(g)           Since December 31, 2002, there has been
no material adverse change in the business, assets, operations, financial
condition or material agreements of the Borrower and its subsidiaries, each
Guarantor and its subsidiaries and each Audited Guarantor Entity that is not a
Guarantor and its subsidiaries, in each case taken as a whole.


 


(h)           The Administrative Agent shall have received
a certificate, dated the Effective Date and signed by the chief financial officer
of the Borrower, confirming compliance with the conditions set forth in
paragraphs (a) and (b) of Section 4.02.


 


(i)            The Administrative Agent shall have
received all fees and other amounts due and payable on or prior to the
Effective Date, including, to the extent invoiced, reimbursement or payment of
all out-of-pocket expenses required to be reimbursed or paid by the Borrower
hereunder.


 


(j)            The Administrative Agent (or its counsel)
shall have received from each party thereto counterparts of the Guarantee
Agreement signed on behalf of such party.


 


(k)           The Administrative Agent (or its counsel)
shall have received from each party thereto counterparts of the Indemnity,
Subrogation and Contribution Agreement signed on behalf of such party.


 


34

















 


(l)            All amounts due or outstanding under the
Existing Credit Agreement shall have been paid in full, the commitments
thereunder terminated, all guarantees thereof released and discharged and the
Existing Credit Agreement shall have been terminated.


 


The
Administrative Agent shall notify the Borrower and the Lenders of the Effective
Date, and such notice shall be conclusive and binding. Notwithstanding the
foregoing, the obligations of the Lenders to make Loans hereunder shall not
become effective unless each of the foregoing conditions is satisfied (or
waived pursuant to Section 9.02) at or prior to 3:00 p.m., New York
City time, on December 22, 2003 (and, in the event such conditions are not
so satisfied or waived, the Commitments shall terminate at such time).


 


SECTION 4.02. Each Credit Event. The
obligation of each Lender to make a Loan on the occasion of any Borrowing is
subject to the satisfaction of the following conditions:


 


(a)           The representations and warranties of the
Borrower set forth in this Agreement shall be true and correct in all material
respects on and as of the date of such Borrowing.


 


(b)           At the time of and immediately after giving
effect to such Borrowing no Default shall have occurred and be continuing.


 


(c)           The Administrative Agent shall have received
a notice of such Borrowing as required by Section 2.03.


 


(d)           The Administrative Agent shall have received
(i) a Borrowing Base Certificate prepared as of the date of the notice of
such Borrowing delivered pursuant to Section 2.03 (or, in the case of the
initial Borrowing hereunder, prepared as of the close of business on the last
day of November 2003) or (ii) a certificate signed by a Financial
Officer stating that, as of the date of the notice of such Borrowing, the
Borrower is not aware of any event, circumstance, condition or other matter
that could reasonably be expected to result in the Borrowing Base as of such
date being (A) significantly less than the Borrowing Base reflected in the
most recently delivered Borrowing Base Certificate or (B) less than the
sum of aggregate principal amount of all outstanding Loans on such date which
are not then being repaid plus the principal amount of such Borrowing.


 


Each Borrowing
shall be deemed to constitute a representation and warranty by the Borrower on
the date thereof as to the matters specified in paragraphs (a) and (b) of
this Section and as to the accuracy of the information provided by the
Borrower pursuant to paragraph (d) of this Section.


 


SECTION 4.03. Additional Conditions
For Each Credit Event After a Wind-Down Event. At any time on or after the
date of the occurrence of a Wind-Down Event, the obligation of each Lender to
make a Loan on the occasion of any Borrowing is subject to the satisfaction of
the following conditions:


 


(a)           Each of the conditions enumerated in Section 4.02.


 


35

















 


(b)           Promptly following the date of the
occurrence of a Wind-Down Event, and no later than 5:00 p.m.,
New York City time, on the fifth Business Day after such date, the
Administrative Agent shall have received (i) written notice of such Wind-Down
Event from the Borrower and (ii) a certificate of a Financial Officer
describing the commitments of the Borrower or an Affiliate (by amount and
Person to whom owed) which were outstanding on the date of the occurrence of
such Wind-Down Event and certifying that each such commitment existed prior to
the date of the occurrence of such Wind-Down Event. Such commitment or
commitments shall be funded with the proceeds of such Borrowing.


 


Each Borrowing
occurring on or after the date of a Wind-Down Event shall be deemed to
constitute a representation and warranty by the Borrower on the date thereof as
to the matters specified Sections 4.02(a) and (b), as to the accuracy of
the information provided by the Borrower pursuant to Section 4.02(d) and
as to the accuracy of the information provided pursuant paragraph (b) of
this Section.


 


ARTICLE V


 


Affirmative
Covenants


 


Until the
Commitments have expired or been terminated and the principal of and interest
on each Loan and all fees payable hereunder shall have been paid in full, the
Borrower covenants and agrees with the Lenders that it will, and will cause
each of the other Extended Loan Parties to:


 


SECTION 5.01. Existence; Businesses
and Properties. (a)  Do or cause to be done all things necessary
to preserve, renew and keep in full force and effect its legal existence,
except as otherwise expressly permitted under Section 6.04 or 6.06.


 


(b)           Do or cause to be done
all things necessary to obtain, preserve, renew, extend and keep in full force
and effect the rights, licenses, permits, franchises, authorizations, patents,
copyrights, trademarks and trade names material to the conduct of the business
of the Borrower and the other Extended Loan Parties, taken as a whole, except
as otherwise permitted by Section 6.04 or 6.06; maintain and operate such
business in substantially the manner in which it is presently conducted and
operated, except as otherwise permitted by Section 6.04 or 6.06; implement
and maintain in effect all such financial and accounting controls, and other
controls, policies and procedures as shall be required for the prudent conduct
of its business in all material respects; comply with all applicable laws,
rules, regulations and orders of any Governmental Authority (including ERISA,
Regulations T, U and X and those regarding the collection, payment and deposit
of employees’ income, unemployment and Social Security taxes), whether now in
effect or hereafter enacted, except to the extent that the failure to comply
therewith could not reasonably be expected to have a Material Adverse Effect;
and at all times maintain and preserve all property material to the conduct of
the business of the Borrower and the other Extended Loan Parties, taken as a
whole, except as otherwise permitted by Section 6.04 or 6.06, and keep
such property in good repair, working order and condition (ordinary wear and
tear excepted) and from time to time make, or cause to be made, all needful and
proper repairs, renewals, additions, improvements and


 


36

















 


replacements thereto necessary
in order that the business carried on in connection therewith may be
properly conducted in all material respects at all times.


 


SECTION 5.02. Insurance. Keep its
insurable properties adequately insured at all times by financially sound and
reputable insurers; maintain such other insurance, to such extent and against
such risks, including fire and other risks insured against by extended
coverage, as is customary with companies in the same or similar businesses,
including public liability insurance against claims for personal injury or
death or property damage occurring upon, in, about or in connection with the
use of any properties owned, occupied or controlled by it (in each case to the
extent such insurance is available at commercially reasonable rates and on
commercially reasonable terms, the Lenders hereby acknowledging that certain of
the Extended Loan Parties do not maintain general liability insurance on the
Effective Date and have no current intention to obtain such insurance); and
maintain such other insurance as may be required by law.


 


SECTION 5.03. Obligations and Taxes.
Pay and discharge promptly when due all material taxes, assessments and
governmental charges or levies imposed upon it or upon its income or profits or
in respect of its property, before the same shall become delinquent or in
default, as well as all lawful claims for labor, materials and supplies or
otherwise which, if unpaid, might give rise to a material Lien upon such
properties or any part thereof; provided, however, that such
payment and discharge shall not be required with respect to any such tax,
assessment, charge, levy or claim so long as the validity or amount thereof
shall be contested in good faith by appropriate proceedings and the Borrower
(or the relevant other Extended Loan Party) shall have set aside on its books
adequate reserves with respect thereto.


 


SECTION 5.04. Financial Statements,
Reports, etc. Furnish to the Administrative Agent:


 


(a)           in the case of the Borrower and each Audited
Guarantor Entity, its annual audited consolidated balance sheet and
consolidated statements of income and cash flows (i) within 120 days
after the end of each fiscal year in the case of such Audited Guarantor Entity
(other than BAAM and any other Audited Guarantor Entity that is a fund of funds
or requires financial statements of Persons in which it invests in order to
prepare its financial statements) and (ii) within 180 days after the end
of each fiscal year in the case of the Borrower and BAAM (and any other Audited
Guarantor Entity that is a fund of funds or requires financial statements of
Persons in which it invests in order to prepare its financial statements), in
each case showing the financial condition of the Borrower and its consolidated
subsidiaries or of such Audited Guarantor Entity and its consolidated
subsidiaries, as the case may be, as of the close of such fiscal year and
the results of its operations and the operations of such subsidiaries during
such year, all audited by Deloitte & Touche LLP or other independent
public accountants of recognized national standing and accompanied by an
opinion of such accountants (which shall not be qualified in any material
respect other than with respect to consistency due to changes in GAAP) to the
effect that such consolidated financial statements fairly present the financial
condition and results of operations


 


37

















 


of the Borrower or such Audited Guarantor Entity, as the case may be,
on a consolidated basis in accordance with GAAP consistently applied;


 


(b)           in the case of each Guarantor that is not an
Audited Guarantor Entity, its annual unaudited consolidated balance sheet and
consolidated statements of income and cash flows within 120 days after the
end of each fiscal year, showing the financial condition of such Guarantor and
its consolidated subsidiaries as of the close of such fiscal year and the
results of its operations and the operations of such subsidiaries during such
year, all certified by a Financial Officer of the Borrower as fairly presenting
the financial condition and results of operations of such Guarantor, on a consolidated
basis in accordance with GAAP consistently applied except for the absence of
footnotes;


 


(c)           in the case of the Borrower, each Guarantor
and each Audited Guarantor Entity, its quarterly unaudited consolidated balance
sheet and consolidated statements of income and cash flows (i) within 75
days after the end of the first three fiscal quarters of each fiscal year in
the case of the Borrower and (ii) within 60 days after the end of the
first three fiscal quarters of each fiscal year in the cases of such Guarantor
and such Audited Guarantor Entity, in each case showing the financial condition
of the Borrower and its consolidated subsidiaries, of such Guarantor and its
consolidated subsidiaries or of such Audited Guarantor Entity and its
consolidated subsidiaries, as the case may be, as of the close of such
fiscal quarter and the results of its operations and the operations of such
subsidiaries during such fiscal quarter and the then elapsed portion of the
fiscal year, all certified by a Financial Officer of the Borrower as fairly
presenting the financial condition and results of operations of the Borrower,
such Guarantor or such Audited Guarantor Entity, as the case may be, on a
consolidated basis in accordance with GAAP consistently applied, subject to normal
year-end audit adjustments and the absence of footnotes;


 


(d)           concurrently with any delivery of financial
statements under (a), (b) or (c) above, a certificate of a Financial
Officer (i) certifying that, to the best of his or her knowledge, no Event
of Default or Default has occurred or, if such an Event of Default or Default
has occurred, specifying the nature and extent thereof and any corrective
action taken or proposed to be taken with respect thereto and (ii) setting
forth computations in reasonable detail satisfactory to the Administrative
Agent demonstrating compliance with the covenant contained in Sections 6.10;


 


(e)           within 10 Business Days after the end
of each calendar month, a Borrowing Base Certificate showing the Borrowing Base
as of the close of business on the last day of such calendar month, such
document to be certified on behalf of the Borrower by a Financial Officer as
being complete and correct; and


 


(f)            promptly, from time to time, such other
information regarding the operations, business affairs and financial condition
of the Borrower or any other Extended Loan Party, or compliance with the terms
of any Loan Document, as the Administrative Agent may reasonably request.


 


38

















 


SECTION 5.05. Litigation and Other
Notices. Promptly after the Borrower becomes aware thereof, furnish to the
Administrative Agent written notice of the following:


 


(a)           any Event of Default or Default, specifying
the nature and extent thereof and the corrective action (if any) proposed to be
taken with respect thereto;


 


(b)           the filing or commencement of, or any threat
or notice of intention of any person to file or commence, any action, suit or
proceeding, whether at law or in equity or by or before any Governmental
Authority, against the Borrower or any Guarantor or any Affiliate thereof which
has a reasonable likelihood of being adversely determined and which, if
adversely determined, would be materially likely to result in a Material
Adverse Effect;


 


(c)           the occurrence of a Wind-Down Event; and


 


(d)           any development that has resulted in, or
would be materially likely to result in, a Material Adverse Effect.


 


SECTION 5.06. ERISA. Promptly
after the Borrower becomes aware thereof, furnish to the Administrative Agent and
each Lender written notice of the occurrence of any ERISA Event that, alone or
together with any other ERISA Events that have occurred, could reasonably be
expected to result in a Material Adverse Effect.


 


SECTION 5.07. Maintaining Records;
Access to Properties and Inspections. Maintain all financial records in
accordance with GAAP and permit any representatives designated by any Lender to
visit and inspect the financial records and the properties of the Borrower or
any other Extended Loan Party at reasonable times upon reasonable notice and as
often as requested and to make extracts from and copies of such financial
records (subject to Section 9.12), and permit any representatives
affiliated with and designated by any Lender to discuss the affairs, finances
and condition of the Borrower or any other Extended Loan Party with the
officers thereof and, upon reasonable notice to the Borrower, independent
accountants therefor.


 


SECTION 5.08. Use of Proceeds. Use
the proceeds of the Loans only for the purposes set forth in the preamble to
this Agreement.


 


SECTION 5.09. Further Assurances.
The Borrower agrees to do such further acts and things and to execute and
deliver to the Administrative Agent such additional agreements, powers and
instruments, as the Administrative Agent may reasonably require or deem
advisable to carry into effect the purposes of this Agreement or to better
assure and confirm unto the Administrative Agent and each Lender its rights,
powers and remedies hereunder.


 


SECTION 5.10. Subsidiaries. Promptly
following the occurrence thereof, furnish to the Administrative Agent written
notice that the Borrower has created or acquired (or sold, dissolved or
otherwise disposed of) a Subsidiary; and modify Schedule 3.08(a) hereto
to add (or remove) the name of such Subsidiary.


 


39

















 


ARTICLE VI


 


Negative
Covenants


 


Until the
Commitments have expired or terminated and the principal of and interest on
each Loan and all fees payable hereunder have been paid in full, the Borrower
covenants and agrees with each Lender that, the Borrower will not, and will not
cause or permit any of the other Extended Loan Parties to:


 


SECTION 6.01. Indebtedness. Incur,
create, assume or permit to exist any Indebtedness, except:


 


(a)           Indebtedness of the Borrower and any other
Extended Loan Party existing on the date hereof and set forth in Schedule 6.01,
including any extensions, renewals or replacements of such Indebtedness on
terms and conditions not materially less favorable to the Borrower or such
Extended Loan Party than, and in amounts not greater than, those in effect on
the date hereof;


 


(b)           Indebtedness incurred in connection with the
purchase of Cash and Carry Securities;


 


(c)           Indebtedness the proceeds of which are
loaned to employees of the Borrower or its Affiliates or to investors in
Blackstone Funds not exceeding $50,000,000 in aggregate principal amount at any
one time outstanding, to the extent the corresponding receivables and notes
payable owing from such employees or investors are not included in the
Borrowing Base (any such excluded receivables or notes payable being referred
to as “Specified Receivables”);


 


(d)           Indebtedness in respect of Hedging
Agreements entered into by the Borrower or any other Extended Loan Party in the
ordinary course of business and not for speculative purposes; and


 


(e)           additional Indebtedness in an aggregate
principal amount, when combined with the aggregate principal amount of all
Indebtedness incurred pursuant to clause (y) of the immediately following
sentence, not exceeding $150,000,000 at any one time outstanding.


 


Notwithstanding anything to the contrary in the foregoing, no Guarantor
(other than any Guarantor that is a Subsidiary) shall incur, create, assume or
permit to exist any Indebtedness other than (x) its Guarantee of the
Indebtedness of the Borrower hereunder (and the Guarantee of such Indebtedness
by each Guarantor shall be permitted hereunder) and (y) additional Indebtedness
of all Guarantors not exceeding $15,000,000 in aggregate principal amount at
any one time outstanding.


 


SECTION 6.02. Liens. Create,
incur, assume or permit to exist any Lien on any property or assets now owned
or hereafter acquired by it (including, in the case of securities owned by it,
by the sale of such securities pursuant to any repurchase


 


40

















 


agreement or similar arrangement) or on any income or revenues or
rights in respect of any thereof, except:


 


(a)           Liens on property or assets of the Borrower
and any other Extended Loan Party existing on the date hereof and set forth in Schedule 6.02
and any extensions, renewals or replacements thereof; provided that such
Liens shall secure only those obligations which they secure on the date hereof
and permitted refinancings thereof and shall encumber only those properties and
assets of the Borrower and such Extended Loan Party which they encumber on the
date hereof;


 


(b)           any Lien existing on any property or asset
prior to the acquisition thereof by the Borrower or any other Extended Loan
Party; provided that (i) such Lien is not created in contemplation
of or in connection with such acquisition and (ii) such Lien does not
apply to any other property or assets of the Borrower or any other Extended
Loan Party;


 


(c)           Liens for taxes not yet due or the payment
of which is not at the time required by Section 5.03;


 


(d)           statutory Liens of landlords and carriers’,
warehousemen’s, mechanic’s, materialmen’s, repairmen’s or other like Liens
arising in the ordinary course of business and securing obligations that are
not due or the payment of which is not at the time required by Section 5.03
or which do not in the aggregate have a material adverse effect on the value or
use of property encumbered thereby;


 


(e)           pledges and deposits made in the ordinary
course of business in compliance with workers’ compensation, unemployment
insurance and other social security laws or regulations;


 


(f)            deposits to secure the performance of bids,
trade contracts (other than for obligations for the payment of borrowed money),
leases (other than Capital Lease Obligations), statutory obligations, surety
and appeal bonds, performance bonds and other obligations of a like nature
incurred in the ordinary course of business;


 


(g)           zoning restrictions, easements,
rights-of-way, restrictions on use of real property and other similar
encumbrances incurred in the ordinary course of business which, in the
aggregate, do not materially interfere with the ordinary conduct of the
business of the Extended Loan Parties, taken as a whole;


 


(h)           any attachment or judgment Lien unless the
judgment it secures would constitute an Event of Default under Section 7(i);


 


(i)            any interest or title of a lessor or lessee
under any lease permitted by this Agreement (including any Lien granted by such
lessor or lessee);


 


41

















 


(j)            Liens securing Indebtedness permitted to be
incurred under Section 6.01(b); and


 


(k)           Liens on receivables and notes payable owing
from employees or investors and related rights securing Indebtedness permitted
to be incurred under Section 6.01(c); and


 


(l)            Liens not otherwise permitted by this Section 6.02
with respect to Indebtedness or other obligations permitted to be incurred
hereunder not exceeding $50,000,000 in the aggregate at any one time.


 


SECTION 6.03. Certain Loans and
Advances. Make or permit to exist loans or advances to employees of the
Borrower or of any Subsidiary or Affiliate of the Borrower (other than to
members of Blackstone Group Holdings L.L.C. or to the General Partners or the Limited
Partner) in an aggregate amount outstanding at any one time in excess of $80,000,000.


 


SECTION 6.04. Mergers,
Consolidations, Sales of Assets and Acquisitions. Merge into or consolidate
with any other Person, or permit any other Person to merge into or consolidate
with it, or sell, transfer, lease or otherwise dispose of (in one transaction
or in a series of transactions) all or any substantial part of its
assets (whether now owned or hereafter acquired) or any capital stock of any
Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of
transactions) all or any substantial part of the assets of any other Person,
except that (a) the Borrower and any other Extended Loan Party may purchase
and sell assets or properties in the ordinary course of business, (b) if
at the time thereof and immediately after giving effect thereto no Event of
Default or Default shall have occurred and be continuing (i) any
Subsidiary may merge or liquidate into the Borrower in a transaction in
which the Borrower is the surviving entity, (ii) any Subsidiary may merge
or liquidate into or consolidate with any other Subsidiary in a transaction in
which the surviving entity is a Subsidiary and no Person other than the Borrower
or a Subsidiary receives any consideration and (iii) any other Extended
Loan Party (other than the Borrower and the Subsidiaries) may merge,
liquidate into or consolidate with any other Extended Loan Party, (c) the
Borrower and any other Extended Loan Party may sell, transfer or otherwise
dispose of any assets or property for cash or other consideration reasonably
determined by the Borrower to be in an amount at least equal to the fair value
of such assets or property and (d) except to the extent prohibited by Section 6.06,
the Borrower and any other Extended Loan Party may acquire all or a
material portion of the property, shares or assets of any other Person.


 


SECTION 6.05. Transactions with
Affiliates. Engage in any material non-arm’s length advance or transfer of
any property or assets by or to the Borrower or any other Extended Loan Party,
or otherwise engage in any other material transaction with any Affiliate of the
Borrower or any other Extended Loan Party (unless the terms and conditions of such
transaction are no less favorable to the Borrower or the relevant Extended Loan
Party, as the case may be, than could be obtained on an arm’s length basis
from unrelated third parties), except that this Section shall not apply to
any transaction between or among the Loan Parties and the Audited Guarantor
Entities.


 


42

















 


SECTION 6.06. Business of Borrower
and the Subsidiaries. Engage in any new business, cease to engage in any
business or change the character of any business in which it is engaged if as a
result the Borrower would no longer be primarily engaged, directly or
indirectly, in the business of general investment banking, merchant banking,
asset management or investment advisory, investment or financial services.


 


SECTION 6.07. Amendment of Agreement
of Limited Partnership. Make or permit to be made any material amendment or
modification of, or waive any of its material rights under, the Agreement of
Limited Partnership except upon not fewer than 10 days’ notice to the
Administrative Agent and each Lender, or make or permit to be made any such
amendment, modification or waiver to which the Required Lenders shall
reasonably object on the grounds that it could reasonably be expected to
materially impair (a) the creditworthiness of the Borrower or (b) the
rights or interests of the Lenders hereunder.


 


SECTION 6.08. Investments of
Guarantors. Make or permit to be made any investments by any Guarantor,
except (a) the equity investments in subsidiaries and Audited Guarantor
Entities set forth on Schedule 3.08(b) (or, in the case of any
Guarantor becoming a Guarantor after the date hereof, set forth on a supplement
to Schedule 3.08(b) delivered on the date such Guarantor becomes a
Guarantor, the Administrative Agent and the Borrower being hereby authorized to
amend Schedule 3.08(b) on any such date), (b) investments in
cash and Cash Equivalents, (c) investments of the type that could be
included in the Borrowing Base and (d) investments in The Blackstone Group
International Limited and The Blackstone Group Deutschland GmbH or in any other
entity that acts as a sub-advisor or in any similar capacity with respect to
any Guarantor and/or any Audited Guarantor Entity.


 


SECTION 6.09. Partners’ Capital. Permit
Partners’ Capital to be less than $135,000,000 at any time.


 


ARTICLE VII


 


Events of
Default


 


In case of the
happening of any of the following events (“Events of Default”):


 


(a)           any representation or warranty made or
deemed made by or on behalf of the Borrower or any other Extended Loan Party in
or in connection with the Borrowings hereunder, in connection with any Loan
Document or any amendment or modification thereof or waiver thereunder, or in
any report, certificate, financial statements or other document furnished
pursuant to or in connection with any Loan Document or any amendment or
modification thereof or waiver thereunder shall prove to have been false or
misleading in any material respect when so made, deemed made or furnished;


 


(b)           the Borrower shall fail to pay any principal
of any Loan when and as the same shall become due and payable, whether at the
due date thereof or at a date fixed for prepayment thereof or by acceleration
thereof or otherwise;


 


43

















 


(c)           the Borrower shall fail to pay any interest
on any Loan or any fee or any other amount (other than an amount referred to in
(b) above) due under any Loan Document, when and as the same shall become
due and payable, and such default shall continue unremedied for a period of
three Business Days;


 


(d)           the Borrower or any other Extended Loan
Party shall fail to observe or perform any covenant, condition or
agreement contained in Section 5.01(a) or 5.05(a) or 5.05(c) or
in Article VI;


 


(e)           the Borrower or any other Extended Loan
Party shall fail to observe or perform any covenant, condition or
agreement contained in any Loan Document (other than those specified in (b), (c) or
(d) above) and such default shall continue unremedied for a period of
30 days after notice thereof from the Administrative Agent or the Required
Lenders to the Borrower;


 


(f)            any event or condition occurs that results
in any Material Indebtedness becoming due prior to its scheduled maturity or
that enables or permits the holder or holders of any Material Indebtedness or
any trustee or agent on its or their behalf to cause any Material Indebtedness
to become due, or to require the prepayment, repurchase, redemption or
defeasance thereof, prior to its scheduled maturity; provided that this
clause (f) shall not apply to secured Indebtedness that becomes due as a
result of the voluntary sale or transfer of the property or assets securing
such Indebtedness;


 


(g)           an involuntary proceeding shall be commenced
or an involuntary petition shall be filed seeking (i) liquidation,
reorganization or other relief in respect of the Borrower or any other Extended
Loan Party or its debts, or of a substantial part of its assets, under any
Federal, state or foreign bankruptcy, insolvency, receivership or similar law now
or hereafter in effect, (ii) the appointment of a receiver, trustee,
custodian, sequestrator, conservator or similar official for the Borrower or
any other Extended Loan Party or for a substantial part of its assets or (iii) the
winding-up or liquidation of the Borrower or any other Extended Loan Party,
and, in any such case, such proceeding or petition shall continue undismissed
for 60 days or an order or decree approving or ordering any of the foregoing
shall be entered;


 


(h)           the Borrower or any other Extended Loan
Party shall (i) voluntarily commence any proceeding or file any petition
seeking liquidation, reorganization or other relief under any Federal, state or
foreign bankruptcy, insolvency, receivership or similar law now or hereafter in
effect, (ii) consent to the institution of, or fail to contest in a timely
and appropriate manner, any proceeding or petition described in clause (g) of
this Article, (iii) apply for or consent to the appointment of a receiver,
trustee, custodian, sequestrator, conservator or similar official for the
Borrower or any Subsidiary or for a substantial part of its assets, (iv) file
an answer admitting the material allegations of a petition filed against it in
any such proceeding, (v) make a general assignment for the benefit of
creditors or (vi) take any partnership or formal action for the purpose of
effecting any of the foregoing;


 


44

















 


(i)            one or more judgments for the payment of
money in an aggregate amount in excess of $20,000,000 (to the extent not
adequately covered by insurance) shall be rendered against the Borrower, any
other Extended Loan Party or any combination thereof and the same shall remain
undischarged for a period of 60 consecutive days during which execution shall
not be effectively stayed, or any action shall be legally taken by a judgment
creditor to levy upon assets or properties of the Borrower or any other
Extended Loan Party to enforce any such judgment;


 


(j)            any Guarantee under the Guarantee Agreement
for any reason shall cease to be in full force and effect (other than in
accordance with its terms), or any Guarantor shall deny in writing that it has
any further liability under the Guarantee Agreement (other than as a result of
the discharge of such Guarantor in accordance with the terms of the Loan
Documents);


 


(k)           an ERISA Event shall have occurred that,
when taken together with all other ERISA Events that have occurred, could
reasonably be expected to result in a Material Adverse Effect; or


 


(l)            dissolution of the Borrower pursuant to the
Agreement of Limited Partnership;


 


then, and in
every such event (other than an event with respect to the Borrower described in
paragraph (g) or (h) above), and at any time thereafter during
the continuance of such event, the Administrative Agent, at the request of the
Required Lenders, shall, by notice to the Borrower, take either or both of the
following actions, at the same or different times: (i) terminate forthwith
the Commitments and (ii) declare the Loans then outstanding to be
forthwith due and payable in whole or in part, whereupon the principal of the
Loans so declared to be due and payable, together with accrued interest thereon
and any unpaid accrued fees and all other obligations of the Borrower accrued hereunder
and under any other Loan Document, shall become forthwith due and payable,
without presentment, demand, protest or any other notice of any kind, all of
which are hereby expressly waived by the Borrower, anything contained herein or
in any other Loan Document to the contrary notwithstanding; and in any event
with respect to the Borrower described in paragraph (g) or (h) above,
the Commitments shall automatically terminate and the principal of the Loans
then outstanding, together with accrued interest thereon and any unpaid accrued
fees and all other obligations of the Borrower accrued hereunder and under any
other Loan Document, shall automatically become due and payable, without
presentment, demand, protest or any other notice of any kind, all of which are
hereby expressly waived by the Borrower, anything contained herein or in any
other Loan Document to the contrary notwithstanding.


 


ARTICLE VIII


 


The
Administrative Agent


 


Each of the
Lenders hereby irrevocably appoints the Administrative Agent as its agent and
authorizes the Administrative Agent to take such actions on its behalf and


 


45

















 


to exercise such powers as are delegated to the Administrative Agent by
the terms hereof, together with such actions and powers as are reasonably
incidental thereto.


 


The bank
serving as the Administrative Agent hereunder shall have the same rights and
powers in its capacity as a Lender as any other Lender and may exercise
the same as though it were not the Administrative Agent, and such bank and its
Affiliates may accept deposits from, lend money to and generally engage in
any kind of business with the Borrower or any Subsidiary or other Affiliate
thereof as if it were not the Administrative Agent hereunder.


 


The Administrative
Agent shall not have any duties or obligations except those expressly set forth
herein. Without limiting the generality of the foregoing, (a) the
Administrative Agent shall not be subject to any fiduciary or other implied
duties, regardless of whether a Default has occurred and is continuing, (b) the
Administrative Agent shall not have any duty to take any discretionary action
or exercise any discretionary powers, except discretionary rights and powers
expressly contemplated hereby that the Administrative Agent is required to
exercise in writing by the Required Lenders (or such other number or percentage
of the Lenders as shall be necessary under the circumstances as provided in Section 9.02),
and (c) except as expressly set forth herein, the Administrative Agent
shall not have any duty to disclose, and shall not be liable for the failure to
disclose, any information relating to the Borrower or any of its Subsidiaries
that is communicated to or obtained by the bank serving as Administrative Agent
or any of its Affiliates in any capacity. The Administrative Agent shall not be
liable for any action taken or not taken by it with the consent or at the
request of the Required Lenders (or such other number or percentage of the
Lenders as shall be necessary under the circumstances as provided in Section 9.02)
or in the absence of its own gross negligence or wilful misconduct. The
Administrative Agent shall be deemed not to have knowledge of any Default
unless and until written notice thereof is given to the Administrative Agent by
the Borrower or a Lender, and the Administrative Agent shall not be responsible
for or have any duty to ascertain or inquire into (i) any statement,
warranty or representation made in or in connection with this Agreement, (ii) the
contents of any certificate, report or other document delivered hereunder or in
connection herewith, (iii) the performance or observance of any of the
covenants, agreements or other terms or conditions set forth herein, (iv) the
validity, enforceability, effectiveness or genuineness of this Agreement or any
other agreement, instrument or document, or (v) the satisfaction of any
condition set forth in Article IV or elsewhere herein, other than to
confirm receipt of items expressly required to be delivered to the
Administrative Agent.


 


The
Administrative Agent shall be entitled to rely upon, and shall not incur any
liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing believed by it to be genuine
and to have been signed or sent by the proper Person. The Administrative Agent
also may rely upon any statement made to it orally or by telephone and
believed by it to be made by the proper Person, and shall not incur any
liability for relying thereon. The Administrative Agent may consult with
legal counsel (who may be counsel for the Borrower), independent
accountants and other experts selected by it, and shall not be liable for any
action taken or not taken by it in accordance with the advice of any such
counsel, accountants or experts.


 


46

















 


The
Administrative Agent may perform any and all its duties and exercise
its rights and powers by or through any one or more sub-agents appointed by the
Administrative Agent. The Administrative Agent and any such sub-agent may perform any
and all its duties and exercise its rights and powers through their respective
Related Parties. The exculpatory provisions of the preceding paragraphs shall
apply to any such sub-agent and to the Related Parties of the Administrative
Agent and any such sub-agent, and shall apply to their respective activities in
connection with the syndication of the credit facilities provided for herein as
well as activities as Administrative Agent.


 


Subject to the
appointment and acceptance of a successor Administrative Agent as provided in
this paragraph, the Administrative Agent may resign at any time by
notifying the Lenders and the Borrower. At the time of any such resignation,
the successor shall be the Lender with the greatest Credit Exposure and unused
Commitment at such time (other than the resigning Administrative Agent) that
consents to serving as Administrative Agent. If no Lender shall have accepted
such appointment within 30 days after the retiring Administrative Agent
gives notice of its resignation, then the retiring Administrative Agent may,
with the consent of the Borrower on behalf of the Lenders, appoint a successor
Administrative Agent which shall be a bank with an office in New York, New
York, or an Affiliate of any such bank. Upon the acceptance of its appointment
as Administrative Agent hereunder by a successor, such successor shall succeed
to and become vested with all the rights, powers, privileges and duties of the
retiring Administrative Agent, and the retiring Administrative Agent shall be
discharged from its duties and obligations hereunder. The fees payable by the
Borrower to a successor Administrative Agent shall be the same as those payable
to its predecessor unless otherwise agreed between the Borrower and such
successor. After the Administrative Agent’s resignation hereunder, the
provisions of this Article and Section 9.03 shall continue in effect
for the benefit of such retiring Administrative Agent, its sub-agents and their
respective Related Parties in respect of any actions taken or omitted to be
taken by any of them while it was acting as Administrative Agent.


 


Each Lender
acknowledges that it has, independently and without reliance upon the
Administrative Agent or any other Lender and based on such documents and
information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement. Each Lender also acknowledges that it
will, independently and without reliance upon the Administrative Agent or any
other Lender and based on such documents and information as it shall from time
to time deem appropriate, continue to make its own decisions in taking or not
taking action under or based upon this Agreement, any related agreement or any
document furnished hereunder or thereunder.


 


ARTICLE IX


 


Miscellaneous


 


SECTION 9.01. Notices. Except in
the case of notices and other communications expressly permitted to be given by
telephone, all notices and other communications provided for herein shall be in
writing and shall be delivered by hand or overnight courier service, mailed by
certified or registered mail or sent by telecopy, as follows:


 


47

















 


(a)         if to the Borrower, to it at 345 Park Avenue,
New York, N.Y. 10154, Attention of Mr. Stephen A. Schwarzman, President &
C.E.O. (Telecopy No. 212-583-5719) and Mr. Michael A. Puglisi, C.F.O.
(Telecopy No. 212-583-5569);


 


(b)        if to the Administrative Agent, to JPMorgan
Chase Bank, Loan and Agency Services Group, 1111 Fannin Street, 10th Floor,
Houston, Texas 77002, Attention of Andrew C. Perkins (Telecopy No. (713) 750-2223),
with a copy to JPMorgan Chase Bank, 277 Park Avenue, 23rd Floor, New York, New
York 10172, Attention of Robert J. Gould, Managing Director (Telecopy No. (646) 534-1721);


 


(c)         if to any other Lender, to it at its address
(or telecopy number) set forth in its Administrative Questionnaire.


 


Any party
hereto may change its address or telecopy number for notices and other
communications hereunder by notice to the other parties hereto. All notices and
other communications given to any party hereto in accordance with the
provisions of this Agreement shall be deemed to have been given on the date of
receipt.


 


SECTION 9.02. Waivers; Amendments.
(a)  No failure or delay by the Administrative Agent or any Lender in
exercising any right or power hereunder shall operate as a waiver thereof, nor
shall any single or partial exercise of any such right or power, or any
abandonment or discontinuance of steps to enforce such a right or power,
preclude any other or further exercise thereof or the exercise of any other
right or power. The rights and remedies of the Administrative Agent and the
Lenders hereunder are cumulative and are not exclusive of any rights or
remedies that they would otherwise have. No waiver of any provision of this
Agreement or consent to any departure by the Borrower therefrom shall in any
event be effective unless the same shall be permitted by paragraph (b) of
this Section, and then such waiver or consent shall be effective only in the
specific instance and for the purpose for which given. Without limiting the
generality of the foregoing, the making of a Loan shall not be construed as a
waiver of any Default, regardless of whether the Administrative Agent any
Lender may have had notice or knowledge of such Default at the time.


 


(b)           Neither this Agreement
nor any other Loan Document nor any provision hereof or thereof may be
waived, amended or modified except, in the case of this Agreement, pursuant to
an agreement or agreements in writing entered into by the Borrower and the
Required Lenders or by the Borrower and the Administrative Agent with the
consent of the Required Lenders or, in the case of any other Loan Document,
pursuant to an agreement or agreements in writing entered into by the
Administrative Agent with the consent of the Required Lenders and the Loan
Party or Loan Parties that are parties thereto; provided that no such
agreement shall (i) increase the Commitment of any Lender without the
written consent of such Lender, (ii) reduce the principal amount of any
Loan or reduce the rate of interest thereon, or reduce any fees payable
hereunder, without the written consent of each Lender affected thereby, (iii) postpone
the scheduled date of payment of the principal amount of any Loan, or any
interest thereon, or any fees payable hereunder, or reduce the amount of, waive
or excuse any such payment, or


 


48

















 


postpone the scheduled date of
expiration of any Commitment, without the written consent of each Lender
affected thereby, (iv) change Section 2.15(b) or (c) in a
manner that would alter the pro rata sharing of payments required thereby,
without the written consent of each Lender, or (v) change any of the
provisions of this Section or the definition of “Required Lenders” or any
other provision hereof specifying the number or percentage of Lenders required
to waive, amend or modify any rights hereunder or make any determination or
grant any consent hereunder, without the written consent of each Lender; provided
further that no such agreement shall amend, modify or otherwise affect the
rights or duties of the Administrative Agent hereunder without the prior
written consent of the Administrative Agent. Notwithstanding the foregoing, any
provision of this Agreement may be amended by an agreement in writing
entered into by the Borrower, the Required Lenders and the Administrative Agent
if (i) by the terms of such agreement the Commitment of each Lender not
consenting to the amendment provided for therein shall terminate upon the
effectiveness of such amendment and (ii) at the time such amendment
becomes effective, each Lender not consenting thereto receives payment in full
of the principal of and interest accrued on each Loan made by it and all other
amounts owing to it or accrued for its account under this Agreement.


 


SECTION 9.03. Expenses; Indemnity;
Damage Waiver. (a)  The Borrower shall pay (i) all
reasonable out-of-pocket expenses incurred by the Administrative Agent and its
Affiliates, including the reasonable fees, charges and disbursements of outside
counsel for the Administrative Agent, in connection with the pre-closing
syndication of the credit facility provided for herein, the preparation and
administration of this Agreement and the other Loan Documents or any
amendments, modifications or waivers of the provisions hereof or thereof
(whether or not the transactions contemplated hereby or thereby shall be
consummated) and (ii) all reasonable out-of-pocket expenses incurred by
the Administrative Agent or any Lender, including the fees, charges and
disbursements of any counsel for the Administrative Agent or any Lender, in
connection with the enforcement or protection of its rights in connection with
this Agreement and the other Loan Documents, including its rights under this
Section, or in connection with the Loans made hereunder, including all such
out-of-pocket expenses incurred during any workout, restructuring or
negotiations in respect of such Loans.


 


(b)           The Borrower shall
indemnify the Administrative Agent and each Lender, and each Related Party of
any of the foregoing Persons (each such Person being called an “Indemnitee”)
against, and hold each Indemnitee harmless from, any and all losses, claims,
damages, liabilities and related expenses, including the reasonable fees,
charges and disbursements of any counsel for any Indemnitee, incurred by or
asserted against any Indemnitee arising out of, in connection with, or as a
result of (i) the execution or delivery of any Loan Document or any
agreement or instrument contemplated thereby, the performance by the parties
hereto of their respective obligations hereunder or the consummation of the
Transactions or any other transactions contemplated hereby, (ii) any Loan
or the use of the proceeds therefrom, (iii) any actual or alleged presence
or release of Hazardous Materials on or from any property owned or operated by
the Borrower or any of its Subsidiaries, or any Environmental Liability related
in any way to the Borrower or any of its Subsidiaries, or (iv) any actual
or prospective claim, litigation, investigation or proceeding relating to any
of the foregoing,


 


49

















 


whether based on contract, tort
or any other theory and regardless of whether any Indemnitee is a party
thereto; provided that such indemnity shall not, as to any Indemnitee,
be available to the extent that such losses, claims, damages, liabilities or
related expenses resulted from the gross negligence, fraud or wilful misconduct
of such Indemnitee.


 


(c)           To the extent that the
Borrower fails to pay any amount required to be paid by it to the
Administrative Agent under paragraph (a) or (b) of this Section, each
Lender severally agrees to pay to the Administrative Agent such Lender’s
Applicable Percentage (determined as of the time that the applicable
unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided
that the unreimbursed expense or indemnified loss, claim, damage, liability or
related expense, as the case may be, was incurred by or asserted against
the Administrative Agent in its capacity as such.


 


(d)           To the extent permitted
by applicable law, the Borrower shall not assert, and hereby waives, any claim
against any Indemnitee, on any theory of liability, for special, indirect,
consequential or punitive damages (as opposed to direct or actual damages)
arising out of, in connection with, or as a result of, this Agreement or any
agreement or instrument contemplated hereby, the Transactions, any Loan or the
use of the proceeds thereof.


 


(e)           All amounts due under
this Section shall be payable not later than 10 days after written demand
therefor.


 


SECTION 9.04. Successors and Assigns.
(a)  The provisions of this Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and
assigns permitted hereby, except that the Borrower may not assign or
otherwise transfer any of its rights or obligations hereunder without the prior
written consent of each Lender (and any attempted assignment or transfer by the
Borrower without such consent shall be null and void). Nothing in this
Agreement, expressed or implied, shall be construed to confer upon any Person
(other than the parties hereto, their respective successors and assigns
permitted hereby and, to the extent expressly contemplated hereby, the Related
Parties of each of the Administrative Agent and the Lenders) any legal or
equitable right, remedy or claim under or by reason of this Agreement.


 


(b)           Any Lender may assign
to one or more assignees all or a portion of its rights and obligations under
this Agreement (including all or a portion of its Commitment and the Loans at
the time owing to it); provided that (i) except in the case of an
assignment to a Lender or a Lender Affiliate each of the Borrower and the
Administrative Agent must give their prior written consent to such assignment, (ii) except
in the case of an assignment to a Lender or a Lender Affiliate or an assignment
of the entire remaining amount of the assigning Lender’s Commitment, the amount
of the Commitment of each Lender after giving effect to any assignment shall be
not less than $50,000,000 unless each of the Borrower and the Administrative
Agent otherwise consent, (iii) each partial assignment shall be made as an
assignment of a proportionate part of all the assigning Lender’s rights
and obligations under this Agreement (iv) the parties to each assignment
shall execute and deliver to the Administrative Agent an


 


50

















 


Assignment and Acceptance,
together with a processing and recordation fee of $3,500, and (v) the
assignee, if it shall not be a Lender, shall deliver to the Administrative
Agent an Administrative Questionnaire; and provided further that any
consent of the Borrower otherwise required under this paragraph shall not be
required if an Event of Default under clause (g) or (h) of Article VII
has occurred and is continuing. Subject to acceptance and recording thereof
pursuant to paragraph (d) of this Section, from and after the
effective date specified in each Assignment and Acceptance the assignee
thereunder shall be a party hereto and, to the extent of the interest assigned
by such Assignment and Acceptance, have the rights and obligations of a Lender
under this Agreement, and the assigning Lender thereunder shall, to the extent
of the interest assigned by such Assignment and Acceptance, be released from
its obligations under this Agreement (and, in the case of an Assignment and
Acceptance covering all of the assigning Lender’s rights and obligations under
this Agreement, such Lender shall cease to be a party hereto but shall continue
to be entitled to the benefits of Sections 2.12, 2.13, 2.14 and 9.03). Any
assignment or transfer by a Lender of rights or obligations under this
Agreement that does not comply with this paragraph shall be treated for
purposes of this Agreement as a sale by such Lender of a participation in such
rights and obligations in accordance with paragraph (e) of this Section.


 


(c)           The Administrative
Agent, acting for this purpose as an agent of the Borrower, shall maintain at
one of its offices in the City of New York a copy of each Assignment and
Acceptance delivered to it and a register for the recordation of the names and
addresses of the Lenders, and the Commitment of, and principal amount of the
Loans owing to, each Lender pursuant to the terms hereof from time to time (the
“Register”). The entries in the Register shall be conclusive, and the
Borrower, the Administrative Agent and the Lenders may treat each Person
whose name is recorded in the Register pursuant to the terms hereof as a Lender
hereunder for all purposes of this Agreement, notwithstanding notice to the
contrary. The Register shall be available for inspection by the Borrower and
any Lender, at any reasonable time and from time to time upon reasonable prior
notice.


 


(d)           Upon its receipt of a
duly completed Assignment and Acceptance executed by an assigning Lender and an
assignee, the assignee’s completed Administrative Questionnaire (unless the
assignee shall already be a Lender hereunder), the processing and recordation
fee referred to in paragraph (b) of this Section and any written
consent to such assignment required by paragraph (b) of this Section, the
Administrative Agent shall accept such Assignment and Acceptance and record the
information contained therein in the Register. No assignment shall be effective
for purposes of this Agreement unless it has been recorded in the Register as
provided in this paragraph.


 


(e)           Any Lender may, without
the consent of the Borrower or the Administrative Agent sell participations to
one or more banks or other entities (a “Participant”) in all or a
portion of such Lender’s rights and obligations under this Agreement (including
all or a portion of its Commitment and the Loans owing to it); provided
that (i) such Lender’s obligations under this Agreement shall remain
unchanged, (ii) such Lender shall remain solely responsible to the other
parties hereto for the performance of such obligations and (iii) the
Borrower, the Administrative Agent and the


 


51

















 


other Lenders shall continue to
deal solely and directly with such Lender in connection with such Lender’s
rights and obligations under this Agreement. Any agreement or instrument
pursuant to which a Lender sells such a participation shall provide that such
Lender shall retain the sole right to enforce this Agreement and to approve any
amendment, modification or waiver of any provision of this Agreement; provided
that such agreement or instrument may provide that such Lender will not,
without the consent of the Participant, agree to any amendment, modification or
waiver described in the first proviso to Section 9.02(b) that affects
such Participant. Subject to paragraph (f) of this Section, the Borrower
agrees that each Participant shall be entitled to the benefits of Sections
2.12, 2.13 and 2.14 to the same extent as if it were a Lender and had acquired
its interest by assignment pursuant to paragraph (b) of this Section. To
the extent permitted by law, each Participant also shall be entitled to the
benefits of Section 9.08 as though it were a Lender, provided such
Participant agrees to be subject to Section 2.15(c) as though it were
a Lender.


 


(f)            A Participant shall
not be entitled to receive any greater payment under Section 2.12 or 2.14
than the applicable Lender would have been entitled to receive with respect to
the participation sold to such Participant, unless the sale of the
participation to such Participant is made with the Borrower’s prior written
consent. A Participant that would be a Foreign Lender if it were a Lender shall
not be entitled to the benefits of Section 2.14 unless the Borrower is
notified of the participation sold to such Participant and such Participant
agrees, for the benefit of the Borrower, to comply with Section 2.14(e) as
though it were a Lender.


 


(g)           Any Lender may at
any time pledge or assign a security interest in all or any portion of its
rights under this Agreement to secure obligations of such Lender, including any
pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall
not apply to any such pledge or assignment of a security interest; provided
that no such pledge or assignment of a security interest shall release a Lender
from any of its obligations hereunder or substitute any such pledgee or
assignee for such Lender as a party hereto or grant such pledgee or assignee
enforcement rights prior to a foreclosure on such pledge or assignment or any
voting rights.


 


(h)           Notwithstanding any
provision of this Agreement to the contrary, no Lender may provide any
Information (as defined in Section 9.12) to any prospective Lender,
Participant or pledgee without the prior written consent of the Borrower.


 


(i)            Notwithstanding
anything to the contrary contained herein, any Lender (a “Granting Lender”)
may grant to a special purpose funding vehicle (an “SPC”), identified as
such in writing from time to time by the Granting Lender to the Administrative
Agent and the Borrower, the option to provide to the Borrower all or any part of
any Loan that such Granting Lender would otherwise be obligated to make to the
Borrower pursuant to this Agreement; provided  that (i) nothing
herein shall constitute a commitment by any SPC to make any Loan, (ii) if
an SPC elects not to exercise such option or otherwise fails to provide all or
any part of such Loan, the Granting Lender shall be obligated to make such
Loan pursuant to the terms hereof, (iii) all of the equity interests in
the SPC are owned by Affiliates of the Granting Lender and (iv) the
Granting Lender shall retain the sole right to enforce this Agreement or to
approve any


 


52

















 


amendment, modification or
waiver of any provision of this Agreement (except that this paragraph (i) may not
be amended without the written consent of each SPC that has been granted the
option to provide Loans to the Borrower). The making of a Loan by an SPC
hereunder shall utilize the Commitment of the Granting Lender to the same
extent, and as if, such Loan were made by such Granting Lender. Each party
hereto hereby agrees that no SPC shall be liable for any indemnity or similar
payment obligation under this Agreement (all liability for which shall remain
with the Granting Lender). In furtherance of the foregoing, each party hereto
agrees (which agreement shall survive the termination of this Agreement) that,
prior to the date that is one year and one day after the payment in full of all
outstanding commercial paper or other senior indebtedness of any SPC, it will
not institute against, or join any other person in instituting against, such
SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings under the laws of the United States or any State thereof. In
addition, notwithstanding anything to the contrary contained in this Section 9.04,
without paying any processing fee therefor (x) any SPC may with notice to,
but without the prior written consent of, the Borrower and the Administrative
Agent assign all or a portion of its interests in any Loans to the Granting
Lender and (y) any SPC may, with the prior written consent of the Borrower and
the Administrative Agent (which consent may be withheld for any reason),
assign all or a portion of its interests in any Loans to any financial
institution providing liquidity and/or credit support to or for the account of
such SPC to support the funding or maintenance of Loans. No SPC may disclose
any information relating to its Loans or any other Information (as defined in Section 9.12)
to any Person without the prior written consent of the Borrower.


 


SECTION 9.05. Survival. All
covenants, agreements, representations and warranties made by the Loan Parties
in the Loan Documents and in the certificates or other instruments delivered in
connection with or pursuant to this Agreement or any other Loan Document shall
be considered to have been relied upon by the other parties hereto and shall
survive the execution and delivery of the Loan Documents and the making of any
Loans, regardless of any investigation made by any such other party or on its
behalf and notwithstanding that the Administrative Agent or any Lender may have
had notice or knowledge of any Default or incorrect representation or warranty
at the time any credit is extended hereunder, and shall continue in full force
and effect as long as the principal of or any accrued interest on any Loan or
any fee or any other amount payable under this Agreement is outstanding and
unpaid and so long as the Commitments have not expired or terminated. The
provisions of Sections 2.12, 2.13, 2.14 and 9.03 and Article VIII shall
survive and remain in full force and effect regardless of the consummation of
the transactions contemplated hereby, the repayment of the Loans, the
expiration or termination of the Commitments or the termination of this
Agreement or any provision hereof.


 


SECTION 9.06. Counterparts;
Integration; Effectiveness. This Agreement may be executed in
counterparts (and by different parties hereto on different counterparts), each
of which shall constitute an original, but all of which when taken together
shall constitute a single contract. This Agreement and any separate letter
agreements with respect to fees payable to the Administrative Agent constitute
the entire contract among the parties relating to the subject matter hereof and
supersede any and all previous agreements and understandings, oral or written,
relating to the subject matter


 


53

















 


hereof. Except as provided in Section 4.01, this Agreement shall
become effective when it shall have been executed by the Administrative Agent
and when the Administrative Agent shall have received counterparts hereof
which, when taken together, bear the signatures of each of the other parties
hereto, and thereafter shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns. Delivery of an
executed counterpart of a signature page of this Agreement by
telecopy shall be effective as delivery of a manually executed counterpart of
this Agreement.


 


SECTION 9.07. Severability. Any
provision of this Agreement held to be invalid, illegal or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such invalidity, illegality or unenforceability without affecting the validity,
legality and enforceability of the remaining provisions hereof; and the invalidity
of a particular provision in a particular jurisdiction shall not invalidate
such provision in any other jurisdiction.


 


SECTION 9.08. Right of Setoff. If
an Event of Default shall have occurred and be continuing, each Lender and each
of its Affiliates is hereby authorized at any time and from time to time, to
the fullest extent permitted by law, to set off and apply any and all deposits
(general or special, time or demand, provisional or final) at any time held and
other obligations at any time owing by such Lender or Affiliate to or for the
credit or the account of the Borrower against any of and all the obligations of
the Borrower now or hereafter existing under this Agreement held by such
Lender, irrespective of whether or not such Lender shall have made any demand
under this Agreement and although such obligations may be unmatured. The
rights of each Lender under this Section are in addition to other rights
and remedies (including other rights of setoff) which such Lender may have.


 


SECTION 9.09. Governing Law;
Jurisdiction; Consent to Service of Process. (a)  This Agreement
shall be construed in accordance with and governed by the law of the State of
New York.


 


(b)           The Borrower hereby
irrevocably and unconditionally submits, for itself and its property, to the
nonexclusive jurisdiction of the Supreme Court of the State of New York sitting
in New York County and of the United States District Court of the Southern
District of New York, and any appellate court from any thereof, in any action
or proceeding arising out of or relating to this Agreement, or for recognition
or enforcement of any judgment, and each of the parties hereto hereby
irrevocably and unconditionally agrees that all claims in respect of any such
action or proceeding may be heard and determined in such New York
State or, to the extent permitted by law, in such Federal court. Each of the
parties hereto agrees that a final judgment in any such action or proceeding
shall be conclusive and may be enforced in other jurisdictions by suit on
the judgment or in any other manner provided by law. Nothing in this Agreement
shall affect any right that the Administrative Agent or any Lender may otherwise
have to bring any action or proceeding relating to this Agreement against the
Borrower or its properties in the courts of any jurisdiction.


 


(c)           The Borrower hereby
irrevocably and unconditionally waives, to the fullest extent it may legally
and effectively do so, any objection which it may now or


 


54

















 


hereafter have to the laying of
venue of any suit, action or proceeding arising out of or relating to this
Agreement in any court referred to in paragraph (b) of this Section. Each
of the parties hereto hereby irrevocably waives, to the fullest extent
permitted by law, the defense of an inconvenient forum to the maintenance of
such action or proceeding in any such court.


 


(d)           Each party to this
Agreement irrevocably consents to service of process in the manner provided for
notices in Section 9.01. Nothing in this Agreement will affect the right
of any party to this Agreement to serve process in any other manner permitted
by law.


 


SECTION 9.10. WAIVER OF JURY TRIAL.
EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING
DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO
HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE
MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.


 


SECTION 9.11. Headings. Article and
Section headings and the Table of Contents used herein are for convenience
of reference only, are not part of this Agreement and shall not affect the
construction of, or be taken into consideration in interpreting, this
Agreement.


 


SECTION 9.12. Confidentiality. Each
of the Administrative Agent and the Lenders agrees to maintain the
confidentiality of the Information (as defined below), except that Information may be
disclosed (a) to its and its Affiliates’ directors, officers, employees
and agents, including accountants, legal counsel and other advisors on a
need-to-know basis (it being understood that the Persons to whom such
disclosure is made will be informed of the confidential nature of such
Information and instructed to keep such Information confidential), (b) to
the extent requested by any regulatory authority, (c) to the extent
required by applicable laws or regulations or by any subpoena or similar legal
process, provided that the Administrative Agent or any such Lender, as the case
may be, gives the Borrower prompt notice of any request to disclose
information (unless such notice is prohibited by law, subpoena, similar process
or by the applicable regulatory authority) so that the Borrower may seek a
protective order or other appropriate remedy (including by participation in any
proceeding to which the Administrative Agent or any such Lender is a party, and
each of them hereby agrees to use reasonable effort to permit the Borrower to
do so), (d) to any other party to this Agreement, (e) in connection
with the exercise of any remedies hereunder or any suit, action or proceeding
relating to this Agreement or the enforcement of rights hereunder, (f) with
the consent of the Borrower or (g) to the extent such Information (i) becomes
publicly available other than as a result


 


55

















 


of a breach of this Section or (ii) becomes available to the
Administrative Agent or any Lender on a nonconfidential basis from a source
other than the Borrower or its Affiliates. For the purposes of this Section, “Information”
means all information (including financial statements, certificates and reports
and analyses, compilations and studies prepared by or on behalf of the
Administrative Agent or any Lender based on any of the foregoing) received from
or on behalf of any Extended Loan Party relating to the Borrower or any
Extended Loan Party or its Affiliates or its business or relating to any
employee, member or partner or customer of any Extended Loan Party, other than
any such information that is available to the Administrative Agent or any
Lender on a nonconfidential basis prior to disclosure by the Borrower. Notwithstanding
anything herein to the contrary, any party subject to confidentiality
obligations hereunder or under any other related document (and any employee,
representative or other agent of such party) may disclose to any and all
persons, without limitation of any kind, such party’s U.S. federal income tax
treatment and the U.S. federal income tax structure of the transactions
contemplated by this Agreement relating to such party and all materials of any
kind (including opinions or other tax analyses) that are provided to it
relating to such tax treatment and tax structure. However, no such party shall
disclose any information relating to such tax treatment or tax structure to the
extent nondisclosure is reasonably necessary in order to comply with applicable
securities laws.


 


SECTION 9.13. Interest Rate
Limitation. Notwithstanding anything herein to the contrary, if at any time
the interest rate applicable to any Loan, together with all fees, charges and
other amounts which are treated as interest on such Loan under applicable law
(collectively the “Charges”), shall exceed the maximum lawful rate (the “Maximum
Rate”) which may be contracted for, charged, taken, received or
reserved by the Lender holding such Loan in accordance with applicable law, the
rate of interest payable in respect of such Loan hereunder, together with all
Charges payable in respect thereof, shall be limited to the Maximum Rate and,
to the extent lawful, the interest and Charges that would have been payable in
respect of such Loan but were not payable as a result of the operation of this Section shall
be cumulated and the interest and Charges payable to such Lender in respect of
other Loans or periods shall be increased (but not above the Maximum Rate therefor)
until such cumulated amount, together with interest thereon at the Federal
Funds Effective Rate to the date of repayment, shall have been received by such
Lender.


 


SECTION 9.14. Publicity. (a) The
Borrower shall not make any regulatory filing, document distribution or other
public announcement in which reference is made to any Lender (in its capacity
as Lender under this Agreement) or this Agreement or any other Loan Documents
(other than communications and distributions to the General Partners, Limited
Partner and employees and agents of the Borrower and its Affiliates and to the
Administrative Agent, any Lender, or any of their respective assignees or
participants hereunder) without obtaining the prior written consent of the
Administrative Agent (which consent will not be unreasonably withheld) and (b) neither
the Administrative Agent nor any Lender shall make any document distribution or
other public announcement in which reference is made to the Borrower (in its
capacity as Borrower under this Agreement), this Agreement or any other Loan
Documents (other than communications and distributions to the General Partners,
Limited Partner and employees and agents of the Borrower and to the
Administrative Agent, any Lender or,


 


56

















 


subject to Section 9.04(g), any of their respective assignees or
participants hereunder) without obtaining the prior written consent of the
Borrower (which consent will not be unreasonably withheld).


 


57

















 


IN WITNESS
WHEREOF, the parties hereto have caused this Agreement to be duly executed by
their respective authorized officers as of the day and year first above
written.


 


	
   

  	
  BLACKSTONE
  GROUP HOLDINGS L.P.,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by
  Blackstone Group Holdings L.L.C., 

  its General Partner,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  
	
   

  	
   

  	
   

  	
  /s/ Peter G.
  Peterson

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Peter G.
  Peterson

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Founding
  Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Stephen
  A. Schwarzman

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Stephen A.
  Schwarzman

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Founding
  Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  JPMORGAN
  CHASE BANK, individually 

  and as Administrative Agent,

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Robert
  J. Gould

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Robert J.
  Gould

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Managing
  Director

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CREDIT
  SUISSE FIRST BOSTON, acting 

  through its Cayman Islands Branch,

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Alain
  Daoust

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Alain Daoust

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Peter
  Chauvin

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Peter
  Chauvin

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  BANK OF
  AMERICA, N.A.,

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ S. Paul
  Trapani, III

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  S. Paul
  Trapani, III

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Managing
  Director

  
											



 


58

















 


	
   

  	
  CITIBANK
  NORTH AMERICA INC.,

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Julie
  Persily

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Julie
  Persily

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Managing
  Director and Vice

  
	
   

  	
   

  	
   

  	
   

  	
  President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  DEUTSCHE
  BANK TRUST COMPANY 

  AMERICAS,

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Susan
  LeFevre

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Susan
  LeFevre

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  THE ROYAL
  BANK OF SCOTLAND 

  PLC,

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Diane
  Ferguson

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Diane
  Ferguson

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Senior Vice
  President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  UBS LOAN
  FINANCE LLC,

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Juan
  Zuniga

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Juan Zuniga

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Associate
  Director

  
	
   

  	
   

  	
   

  	
   

  	
  Banking
  Products Services, US

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Joselin
  Fernandes

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Joselin
  Fernandes

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Associate
  Director

  
	
   

  	
   

  	
   

  	
   

  	
  Banking
  Products Services, US

  
										



 


59

















 


 


EXECUTION
VERSION


 


FIRST AMENDMENT dated as of
February 1, 2006 (this “Amendment”) to (a) the Credit Agreement
dated as of December 22, 2003 (as amended, supplemented or otherwise
modified from time to time, the “Credit Agreement”), among BLACKSTONE
GROUP HOLDINGS L.P. (the “Borrower”), the Lenders from time to time
parties thereto and JPMORGAN CHASE BANK, N.A. (as successor to JPMorgan Chase
Bank), as Administrative Agent for such Lenders (in such capacity, the “Administrative
Agent”), (b) the Guarantee Agreement dated as of December 22, 2003 (as
amended, supplemented or otherwise modified from time to time, the “Guarantee
Agreement”), among each of the affiliates of the Borrower party thereto and
the Administrative Agent and (c) the Indemnity, Subrogation and Contribution
Agreement dated as of December 22, 2003 (the “Indemnity, Subrogation
and Contribution Agreement”), among the Borrowers, the affiliates of the
Borrower party thereto and the Administrative Agent.


 


WHEREAS
the Borrower, the Guarantors, the Lenders and the Administrative Agent have
agreed, on the terms and subject to the conditions set forth herein, to amend
the Credit Agreement, the Guarantee Agreement and the Indemnity, Subrogation
and Contribution Agreement, all as set forth herein.


 


NOW,
THEREFORE, in consideration of the above premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto hereby agree as follows:


 


SECTION  1. Defined Terms. Capitalized terms
used and not defined herein have the meanings given to them in the Credit
Agreement.


 


SECTION  2. Amendment to the Credit Agreement.
Effective as of the First Amendment Effective Date (as defined in
Section 6), the Credit Agreement is hereby amended as follows:


 


(a) the recital to the Credit Agreement is amended
by replacing the reference to “$750,000,000” with “$1,000,000,000”.


 


(b) the definitions in Section 1.01 of the
Credit Agreement of the terms set forth below are amended to read in their
entirety as follows:


 


“Commitment” means, with respect to each
Lender, the commitment of such Lender to make Loans hereunder, expressed as an
amount representing the maximum aggregate amount of such Lender’s Credit
Exposure hereunder, as such commitment may be (a) reduced from time to time
pursuant to Section 2.06 and (b) reduced or increased from time to time
pursuant to assignments by or to such Lender pursuant to Section 9.04. The
amount of each Lender’s Commitment is 


 

















 


set
forth on Schedule 2.01, or in the Assignment and Acceptance pursuant to which
such Lender shall have assumed its Commitment, as applicable. The aggregate
amount of the Lenders’ Commitments as of the First Amendment Effective Date is
$1,000,000,000.


 


“Guarantors” means the Persons listed on
Schedule 1.01(a) hereof under the caption “Guarantor” and any other Person
(other than a Foreign Person) (a) in which the Founding Members have a direct
equity interest and (b) that receives management or other fees (other than
non-periodic incentive fees), or distributions in respect of such fees, for
rendering advisory services to (i) the Blackstone Funds or any successor
investment funds to the Blackstone Funds which are established by the Borrower
or its Affiliates after the Effective Date or (ii) any other investment funds
or entities which are established by the Borrower or any of its Affiliates
after the Effective Date.


 


“Loan Documents” shall mean this Agreement,
the Guarantee Agreement, the Indemnity, Subrogation and Contribution Agreement
and the Reaffirmation Agreement.


 


“Maturity Date” means the earlier of (a)
February 1, 2012 and (b) the date that is the numerically corresponding
day of the calendar month that is eighteen months after the date of the
occurrence of the last event constituting a Wind-Down Event.


 


(c) Section 1.01 of the Credit Agreement is amended
to add definitions of the following terms in appropriate alphabetical order:


 


“Agreement” means this Credit Agreement.


 


“First Amendment” means the First Amendment
dated as of February 1, 2006, to this Agreement, the Guarantee Agreement
and the Indemnity, Subrogation and Contribution Agreement.


 


“First Amendment Effective Date” means the
first date on which the conditions to effectiveness of the First Amendment were
satisfied in accordance with the terms thereof.


 


“Foreign Person” means any Person that is
organized under the laws of a jurisdiction other than (a) the United States of
America, (b) any State thereof and (c) the District of Columbia.


 


“Reaffirmation Agreement” means the
Reaffirmation Agreement among the Borrower, the Guarantors and the
Administrative Agent substantially in the form of Exhibit B to the
First Amendment.


 


(d) Sections 3.08(a) and 3.08(b) of the Credit
Agreement are amended by replacing the words “Effective Date” in both instances
in which they appear in such Sections with the words “First Amendment Effective
Date”.


 


2

















 


 


(e) Section 5.09 of the Credit Agreement is amended
by inserting the following text at the end of such Section:


 


“The Borrower shall cause any Person (other than a
Foreign Person) (i) in which the Founding Members have a direct equity interest
and (ii) that receives management or other fees (other than non-periodic incentive
fees), or distributions in respect of such fees) for rendering advisory
services to (A) the Blackstone Funds or any successor investment funds to the
Blackstone Funds which are established by the Borrower or its Affiliates after
the Effective Date or (B) any other investment funds or entities which are
established by the Borrower or any of its Affiliates after the Effective Date,
to become a Guarantor under the Guarantee Agreement and the Indemnity,
Subrogation and Contribution Agreement by executing a supplement to the
Guarantee Agreement and the Indemnity, Subrogation and Contribution Agreement,
in the forms set forth as Annex 1 thereto, in each case, on or prior to the
first date as of which a calculation of the Borrowing Base delivered to the Administrative
Agent includes such Person’s Adjusted Net Income as Guarantor Adjusted Net
Income.”


 


(f) Section 6.04 of the Credit Agreement is amended
by replacing the word “and” immediately before clause (d) of Section 6.04 with
a comma and by inserting the following text immediately before the period at
the end of such Section:


 


“and (e) the Borrower may sell, transfer or
otherwise dispose of the Equity Interests in The Blackstone Group Asia Limited
so long as, at the time of such sale, transfer or other disposition, The
Blackstone Group Asia Limited does not own assets with a fair market value in
excess of $1,000,000”


 


(g) Schedules 2.01, 3.08(a) and 3.08(b) to the
Credit Agreement are amended to read in their entirety as set forth on Exhibit
A hereto.


 


SECTION  3. Amendment to the Guarantee Agreement. Effective
as of the First Amendment Effective Date, the Guarantee Agreement is hereby
amended as follows:


 


(a) the first sentence of Section 19 of the
Guarantee Agreement is amended to read in its entirety as follows:


 


“Pursuant to Section 5.09 of the Credit Agreement
and the definition of “Guarantors” set forth in the Credit Agreement, certain
Affiliates of the Borrower (other than Foreign Persons) (a) in which the
Founding Members have a direct equity interest and (b) that receive management
or other fees (other than non-periodic incentive fees), or distributions in
respect of such fees, for rendering advisory services to (i) the Blackstone
Funds or any successor investment funds to the Blackstone Funds which are
established by the Borrower or its Affiliates after the Effective Date or (ii)
any other investment funds or entities which are established by the Borrower or
any of its Affiliates after the Effective Date, are 


 


3

















 


required
to enter into this Agreement as a Guarantor on or prior to the time set forth
in such Section 5.09.”


 


(b) the second sentence of recital C. of Annex 1 to
the Guarantee Agreement is amended to read in its entirety as follows:


 


“Pursuant to Section 5.09 of the Credit Agreement
and the definition of “Guarantors” set forth in the Credit Agreement, certain
Affiliates of the Borrower (other than Foreign Persons) (a) in which the
Founding Members have a direct equity interest and (b) that receive management
or other fees (other than non-periodic incentive fees), or distributions in
respect of such fees, for rendering advisory services to (i) the Blackstone
Funds or any successor investment funds to the Blackstone Funds which are
established by the Borrower or its Affiliates after the Effective Date or (ii)
any other investment funds or entities which are established by the Borrower or
any of its Affiliates after the Effective Date, are required to enter into this
Agreement as a Guarantor on or prior to the time set forth in such Section
5.09.”


 


SECTION  4. Amendment to the Indemnity, Subrogation
and Contribution Agreement. Effective as of the First Amendment Effective
Date, the Indemnity, Subrogation and Contribution Agreement is hereby amended as
follows:


 


(a) the first sentence of Section 12 of the
Indemnity, Subrogation and Contribution Agreement is amended to read in its
entirety as follows:


 


“Pursuant to Section 5.09 of the Credit Agreement
and the definition of “Guarantors” set forth in the Credit Agreement, certain
Affiliates of the Borrower (other than Foreign Persons) (a) in which the
Founding Members have a direct equity interest and (b) that receive management
or other fees (other than non-periodic incentive fees), or distributions in respect
of such fees, for rendering advisory services to (i) the Blackstone Funds or
any successor investment funds to the Blackstone Funds which are established by
the Borrower or its Affiliates after the Effective Date or (ii) any other
investment funds or entities which are established by the Borrower or any of
its Affiliates after the Effective Date, are required to enter into this
Agreement as a Guarantor on or prior to the time set forth in such Section
5.09.”


 


(b) the second sentence of recital C. of Annex 1 to
the Indemnity, Subrogation and Contribution Agreement is amended to read in its
entirety as follows:


 


“Pursuant to Section 5.09 of the Credit Agreement
and the definition of “Guarantors” set forth in the Credit Agreement, certain
Affiliates of the Borrower (other than Foreign Persons) (a) in which the
Founding Members have a direct equity interest and (b) that receive management
or other fees (other than non-periodic incentive fees), or distributions in
respect of such fees, for rendering advisory services to (i) the Blackstone
Funds or any successor investment funds to 


 


4

















 


the
Blackstone Funds which are established by the Borrower or its Affiliates after
the Effective Date or (ii) any other investment funds or entities which are
established by the Borrower or any of its Affiliates after the Effective Date,
are required to enter into this Agreement as a Guarantor on or prior to the
time set forth in such Section 5.09.”


 


SECTION  5. Representations and Warranties. The
Borrower hereby represents and warrants to the Administrative Agent and the
Lenders that as of the date hereof and after giving effect hereto:


 


(a) the Borrower has taken all necessary action to
authorize the execution, delivery and performance by it of this Amendment. This
Amendment has been duly authorized, executed and delivered by it, and each of
this Amendment and the Credit Agreement as amended hereby constitutes its
legal, valid and binding obligation, enforceable against it in accordance with
its terms, except as may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors’ rights
generally and by general principles of equity (regardless of whether
enforcement is sought in a proceeding in equity or at law);


 


(b) no Default or Event of Default has occurred and
is continuing;


 


(c) all representations and warranties of the
Borrower contained in the Credit Agreement are true and correct in all material
respects with the same effect as though made on the date hereof (except with
respect to representations and warranties expressly made only as of an earlier
date, which representations were true and correct in all material respects as
of such earlier date); and


 


(d) the execution and delivery of this Amendment and
the completion of the transactions contemplated hereby will not violate or
result in a default under any indenture or other agreement or instrument
binding upon any Loan Party or on its assets, or give rise to a right thereunder
to require any payment to be made by any Loan Party, and will not result in the
creation or imposition thereunder of any Lien on any asset of any Loan Party,
in any case that would reasonably be expected to have a Material Adverse
Effect.


 


SECTION  6. Effectiveness. This Amendment shall
become effective as of the first date (the “First Amendment Effective Date”)
on which:


 


(a) the Administrative Agent shall have received
counterparts hereof duly executed and delivered by the Borrower and each
Lender;


 


(b) the Administrative Agent shall have received
counterparts of the Reaffirmation Agreement in the form set forth on Exhibit
B hereto (the “Reaffirmation Agreement”) duly executed and delivered
by each Loan Party;


 


(c) the Administrative Agent shall have received
counterparts of (i) Supplement No. 1 to the Guarantee Agreement in the form set
forth on Annex 1 to 


 


5

















 


the
Guarantee Agreement and (ii) Supplement No. 1 to the Indemnity, Subrogation and
Contribution Agreement in the form set forth on Annex 1 to the Indemnity,
Subrogation and Contribution Agreement, in each case, duly executed and
delivered by BMEZ Advisors II L.L.C., BRE Advisors International II L.L.C.,
Blackstone Management Partners V L.L.C., BRE Advisors V L.L.C., Blackstone DD
Advisors L.L.C. and Blackstone DD Associates L.L.C.;


 


(d) the Administrative Agent shall have received
such favorable written opinions (addressed to the Administrative Agent and the
Lenders and dated the First Amendment Effective Date) of Simpson Thacher &
Bartlett LLP, counsel for the Loan Parties as it shall reasonably request
relating to this Amendment, the Reaffirmation Agreement, the Loan Parties and
the transactions contemplated hereby, all in form and substance reasonably
satisfactory to the Administrative Agent. The Loan Parties hereby request such
counsel to deliver such opinions;


 


(e) the Administrative Agent shall have received
such documents and certificates as the Administrative Agent or its counsel may
reasonably request relating to the organization, existence and good standing of
each Loan Party, the authorization of this Amendment, the Reaffirmation
Agreement and the transactions contemplated hereby and any other legal matters
relating to the Loan Parties, the Loan Documents or the transactions
contemplated hereby, all in form and substance reasonably satisfactory to the
Administrative Agent; and


 


(f) the Administrative Agent shall have received
payment of all reasonable fees and out-of-pocket expenses, to the extent
invoiced, to be paid or reimbursed to it by the Borrower pursuant to the Credit
Agreement, including those referred to in Section 8 hereof.


 


SECTION  7. No Other Amendments; Confirmation. Except
as expressly set forth herein, this Amendment shall not by implication or
otherwise limit, impair, constitute a waiver of, or otherwise affect the rights
and remedies of the Lenders or the Administrative Agent under the Credit
Agreement or any other Loan Document, and shall not alter, modify, amend or in
any way affect any of the terms, conditions, obligations, covenants or
agreements contained in the Credit Agreement or any other Loan Document, all of
which are ratified and affirmed in all respects and shall continue in full
force and effect. Nothing herein shall be deemed to entitle any Loan Party to a
consent to, or a waiver, amendment, modification or other change of, any of the
terms, conditions, obligations, covenants or agreements contained in the Credit
Agreement or any other Loan Document in similar or different circumstances.
This Amendment shall apply and be effective only with respect to the provisions
of the Credit Agreement specifically referred to herein. The representations,
warranties and agreements contained herein shall for all purposes of the Credit
Agreement be deemed to be set forth in the Credit Agreement. On and after the
First Amendment Effective Date, any reference to the Credit Agreement contained
in the Loan Documents shall mean the Credit Agreement as modified hereby.


 


6

















 


SECTION  8. Expenses. The Borrower agrees to
reimburse the Administrative Agent for its reasonable out-of-pocket expenses in
connection with this Amendment, including the reasonable fees, charges and
disbursements of counsel for the Administrative Agent.


 


SECTION  9. Governing Law; Counterparts. (a)  This Amendment and the rights and obligations
of the parties hereto shall be governed by, and construed and interpreted in
accordance with, the laws of the State of New York.


 


(b)  This Amendment may be executed by one or more
of the parties to this Amendment on any number of separate counterparts, and
all of such counterparts taken together shall be deemed to constitute one and
the same instrument. This Amendment may be delivered by facsimile transmission
of the relevant signature pages hereof.


 


SECTION  10. Headings. The headings of this
Amendment are for purposes of reference only and shall not limit or otherwise
affect the meaning
hereof.


 


7

















 


IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed and delivered by their duly authorized officers as of the day and year
first above written.


 


	
   

  	
  BLACKSTONE
  GROUP HOLDINGS L.P.,

  
	
   

  	
   

  
	
   

  	
  by

  	
  Blackstone
  Group Holdings L.L.C., 

  its General Partner,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Peter G. Peterson

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Peter
  G. Peterson

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Founding
  Member

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Stephen A. Schwarzman

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Stephen
  A. Schwarzman

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Founding
  Member

  	
   

  
							



 


 


	
   

  	
  BLACKSTONE
  ALTERNATIVE ASSET 

  MANAGEMENT L.P.,

  as Guarantor,

  
	
   

  	
   

  
	
   

  	
  by

  	
  The
  Blackstone Inc.,

  its General Partner,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Peter G. Peterson

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Peter
  G. Peterson

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Senior
  Chairman

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Stephen A. Schwarzman

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Stephen
  A. Schwarzman

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Chairman
  and Chief

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Executive
  Officer

  	
   

  
							



 


8

















 


	
   

  	
  BLACKSTONE
  MANAGEMENT 

  PARTNERS L.L.C.,

  as Guarantor,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Peter G. Peterson

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Peter
  G. Peterson

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Founding
  Member

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Stephen A. Schwarzman

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Stephen
  A. Schwarzman

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Founding
  Member

  	
   

  
							



 


 


	
   

  	
  BLACKSTONE
  MANAGEMENT 

  PARTNERS III L.L.C.,

  as Guarantor,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Peter G. Peterson

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Peter
  G. Peterson

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Founding
  Member

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Stephen A. Schwarzman

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Stephen
  A. Schwarzman

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Founding
  Member

  	
   

  
							



 


	
   

  	
  BLACKSTONE
  MANAGEMENT 

  PARTNERS IV L.L.C.,

  as Guarantor,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Peter G. Peterson

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Peter
  G. Peterson

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Founding
  Member

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Stephen A. Schwarzman

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Stephen
  A. Schwarzman

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Founding
  Member

  	
   

  
							



 


9

















 


	
   

  	
  BLACKSTONE
  COMMUNICATIONS 

  ADVISORS I L.L.C.,

  as Guarantor,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Peter G. Peterson

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Peter
  G. Peterson

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Founding
  Member

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Stephen A. Schwarzman

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Stephen
  A. Schwarzman

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Founding
  Member

  	
   

  
							



 


	
   

  	
  BRE
  ADVISORS III L.L.C.,

  as Guarantor,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Peter G. Peterson

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Peter
  G. Peterson

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Founding
  Member

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Stephen A. Schwarzman

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Stephen
  A. Schwarzman

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Founding
  Member

  	
   

  
							



 


	
   

  	
  BRE
  ADVISORS IV L.L.C.,

  as Guarantor,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Peter G. Peterson

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Peter
  G. Peterson

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Founding
  Member

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Stephen A. Schwarzman

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Stephen
  A. Schwarzman

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Founding
  Member

  	
   

  
							



 


10

















 


	
   

  	
  BRE
  ADVISORS INTERNATIONAL 

  L.L.C.,

  as Guarantor,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Peter G. Peterson

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Peter
  G. Peterson

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Founding
  Member

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Stephen A. Schwarzman

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Stephen
  A. Schwarzman

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Founding
  Member

  	
   

  
							



 


	
   

  	
  BMEZ
  ADVISORS L.L.C.,

  as Guarantor,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Peter G. Peterson

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Peter
  G. Peterson

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Founding
  Member

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Stephen A. Schwarzman

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Stephen
  A. Schwarzman

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Founding
  Member

  	
   

  
							



 


	
   

  	
  BCLO
  ADVISORS L.L.C.,

  as Guarantor,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Peter G. Peterson

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Peter
  G. Peterson

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Founding
  Member

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Stephen A. Schwarzman

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Stephen
  A. Schwarzman

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Founding
  Member

  	
   

  
							



 


11

















 


	
   

  	
  BLACKSTONE
  H.F. ASSOCIATES 

  L.L.C.,

  as Guarantor,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Peter G. Peterson

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Peter
  G. Peterson

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Founding
  Member

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Stephen A. Schwarzman

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Stephen
  A. Schwarzman

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Founding
  Member

  	
   

  
							



 


	
   

  	
  BLACKSTONE
  H.F. ADVISORS L.P., 

  as Guarantor,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  by

  	
  BHFA
  L.L.C., as its General 

  
	
   

  	
   

  	
  Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Peter G. Peterson

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Peter
  G. Peterson

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Founding
  Member

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Stephen A. Schwarzman

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Stephen
  A. Schwarzman

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Founding
  Member

  	
   

  
							



 


 


	
   

  	
  BMEZ
  ADVISORS II L.L.C.,

  as Guarantor,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Peter G. Peterson

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Peter
  G. Peterson

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Founding
  Member

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Stephen A. Schwarzman

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Stephen
  A. Schwarzman

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Founding
  Member

  	
   

  
							



 


12

















 


	
   

  	
  BRE
  ADVISORS INTERNATIONAL II 

  L.L.C.,

  as Guarantor,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Peter G. Peterson

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Peter
  G. Peterson

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Founding
  Member

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Stephen A. Schwarzman

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Stephen
  A. Schwarzman

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Founding
  Member

  	
   

  
							



 


	
   

  	
  BLACKSTONE
  MANAGEMENT 

  PARTNERS V L.L.C.,

  as Guarantor,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Peter G. Peterson

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Peter
  G. Peterson

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Founding
  Member

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Stephen A. Schwarzman

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Stephen
  A. Schwarzman

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Founding
  Member

  	
   

  
							



 


	
   

  	
  BRE
  ADVISORS V L.L.C.,

  as Guarantor,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Peter G. Peterson

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Peter
  G. Peterson

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Founding
  Member

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Stephen A. Schwarzman

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Stephen
  A. Schwarzman

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Founding
  Member

  	
   

  
							



 


13

















 


	
   

  	
  BLACKSTONE
  DD ADVISORS L.L.C.,

  as Guarantor,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Peter G. Peterson

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Peter
  G. Peterson

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Founding
  Member

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Stephen A. Schwarzman

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Stephen
  A. Schwarzman

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Founding
  Member

  	
   

  
							



 


	
   

  	
  JPMORGAN
  CHASE BANK, N.A.,

  individually and as Administrative Agent,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Riva L. Brandt

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Riva
  L. Brandt

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice
  President

  	
   

  
							



 


14

















 


	
   

  	
  BLACKSTONE
  DD ASSOCIATES L.L.C.,

  as Guarantor,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Peter G. Peterson

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Peter
  G. Peterson

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Founding
  Member

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Stephen A. Schwarzman

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Stephen
  A. Schwarzman

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Founding
  Member

  	
   

  
							



 

















 


Signature Page to the

First Amendment to the

Blackstone Group Holdings L.P. Credit Agreement


 


To
approve this Amendment:


 


	
   

  	
   

  



 


Institution:   Credit
Suisse, Cayman Islands


	
  Branch, as a
  lender

  	
   

  
	
   

  	
   

  
	
  by

  	
   

  
	
   

  	
  /s/ Alain
  Daoust

  	
   

  
	
   

  	
  Name: Alain
  Daoust

  
	
   

  	
  Title:  Director

  
					



 


 


 


For
any Lender requiring a second signature line:


 


	
  by

  
	
   

  	
  /s/ Denise
  Alvarez

  	
   

  
	
   

  	
  Name: Denise
  Alvarez

  
	
   

  	
  Title:
  Associate

  



 

















 


Signature Page to the

First Amendment to the

Blackstone Group Holdings L.P. Credit Agreement


 


To
approve this Amendment:


 


	
  Institution:

  	
    Bank
  of America, N.A.

  	
   

  
	
   

  
	
  by

  
	
   

  	
  /s/ David H. Strickert

  	
   

  
	
   

  	
  Name:
  David H. Strickert

  
	
   

  	
  Title:
  Senior Vice President

  
					



 


 


For
any Lender requiring a second signature line:


 


	
  by

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:
  

  
	
   

  	
  Title:
  

  



 

















 


Signature Page to the

First Amendment to the

Blackstone Group Holdings L.P. Credit Agreement


 


To
approve this Amendment:


 


	
  Institution:

  	
    UBS
  Loan Finance LLC

  	
   

  
	
   

  
	
  by

  
	
   

  	
  /s/ Richard L. Tavrow

  	
   

  
	
   

  	
  Name:
  Richard L. Tavrow

  
	
   

  	
  Title:
  Director, Banking Products 

  Services, US

  
					



 


 


For
any Lender requiring a second signature line:


 


	
  by

  
	
   

  	
  /s/ Irja R. Otsa

  	
   

  
	
   

  	
  Name:
  Irja R. Otsa

  
	
   

  	
  Title:
  Associate Director, Banking 

  Products Services, US

  



 

















 


Signature Page to the

First Amendment to the

Blackstone Group Holdings L.P. Credit Agreement


 


To
approve this Amendment:


 


	
  Institution:

  	
    Citigroup
  North America, Inc.

  	
   

  
	
   

  
	
  by

  
	
   

  	
  /s/ Hector Guenther

  	
   

  
	
   

  	
  Name:
  Hector Guenther

  
	
   

  	
  Title:
  Vice President

  
				



 


 


For
any Lender requiring a second signature line:


 


	
  by

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:
  

  



 

















 


Signature Page to the


First Amendment to the


Blackstone Group Holdings L.P. Credit Agreement


 


To
approve this Amendment:


 


	
  Institution:

  	
    Deutsche
  Bank Trust

  	
   

  
	
  Company
  Americas

  	
   

  
	
   

  
	
  by

  
	
   

  	
  /s/ Lana Gifas

  	
   

  
	
   

  	
  Name:
  Lana Gifas

  
	
   

  	
  Title:
  Vice President

  
					



 


 


For
any Lender requiring a second signature line:


 


	
  by

  
	
   

  	
  /s/ Carin M. Keegan

  	
   

  
	
   

  	
  Name:
  Carin M. Keegan

  
	
   

  	
  Title:
  Vice President

  



 

















 


Signature Page to the

First Amendment to the

Blackstone Group Holdings L.P. Credit Agreement


 


To
approve this Amendment:


 


	
  Institution:

  	
    Greenwich
  Capital Markets, 

  	
   

  
	
  Inc.,
  as agent for The Royal Bank of 

  	
   

  
	
  Scotland
  plc

  	
   

  
	
   

  
	
  by

  
	
   

  	
  /s/ Fergus Smail

  	
   

  
	
   

  	
  Name:
  Fergus Smail

  
	
   

  	
  Title:
  Vice President

  
				



 


 


For
any Lender requiring a second signature line:


 


	
  by

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:
  

  
	
   

  	
  Title:
  

  



 

















Signature Page to the

First Amendment to the

Blackstone Group Holdings L.P. Credit Agreement


 


To
approve this Amendment:


 


	
  Institution:

  	
    Greenwich
  Capital Markets, 

  	
   

  
	
  Inc.,
  as agent for The Royal Bank of

  	
   

  
	
  Scotland
  plc

  	
   

  
	
   

  
	
  by

  
	
   

  	
  /s/ Diane Ferguson

  	
   

  
	
   

  	
  Name:
  Diane Ferguson

  
	
   

  	
  Title:
  Managing Director

  
				



 


 


For
any Lender requiring a second signature line:


 


	
  by

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:
  

  
	
   

  	
  Title:
  

  



 

















 


SCHEDULE 2.01


 


	
  Lender

  	
   

  	
   

  	
  Commitment

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  JPMorgan
  Chase Bank, N.A. (as successor to JPMorgan Chase Bank)

  	
   

  	
  $

  	
   

  	
  213,333,334

  	
   

  
	
  Credit
  Suisse

  	
   

  	
  $

  	
   

  	
  150,000,000

  	
   

  
	
  Bank
  of America, N.A.

  	
   

  	
  $

  	
   

  	
  150,000,000

  	
   

  
	
  Citicorp
  North America Inc.

  	
   

  	
  $

  	
   

  	
  150,000,000

  	
   

  
	
  Deutsche
  Bank Trust Company Americas

  	
   

  	
  $

  	
   

  	
  150,000,000

  	
   

  
	
  The
  Royal Bank of Scotland PLC

  	
   

  	
  $

  	
   

  	
  93,333,333

  	
   

  
	
  UBS
  Loan Finance LLC

  	
   

  	
  $

  	
   

  	
  93,333,333

  	
   

  
	
   

  	
   

  	
  $

  	
   

  	
  1,000,000,000

  	
   

  



 


 

















 


EXHIBIT A


 


SCHEDULE 3.08(a)


 


Borrower Subsidiaries


 


The
Blackstone Group L.P. (99% owned by Blackstone Group Holdings L.P.)


Blackstone
Alternative Asset Management L.P. (99% owned by Blackstone Group Holdings L.P.)


Blackstone
Administrative Services Partnership L.P. (99% owned by Blackstone Group
Holdings L.P.)


International
Alternative Asset Ltd (100% owned by Blackstone Group Holdings L.P.)


The
Blackstone Group Asia Limited (100%) owned by Blackstone Group Holdings L.P.)


 

















 


EXHIBIT A


 


SCHEDULE 3.08(b)


 


Guarantors’ Subsidiaries


 

















 


EXHIBIT B


 


Form of Reaffirmation Agreement


 


REAFFIRMATION AGREEMENT
dated as of February 1, 2006 (as amended, supplemented or otherwise
modified from time to time, this “Agreement”), among the Borrower, the
Guarantors (together with the Borrower, the “Reaffirming Parties”), and
JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders under the
Credit Agreement (in such capacity, the “Administrative Agent”).


 


WHEREAS,
the Borrower, the Lenders and the Administrative Agent have entered into the
First Amendment dated as of the date hereof to the Credit Agreement (the “First
Amendment”) and, on the terms and subject to the conditions set forth
therein, have agreed to amend the Credit Agreement as set forth in the First
Amendment;


 


WHEREAS,
each of the Reaffirming Parties is party to one or more of the Loan Documents;


 


WHEREAS,
each Reaffirming Party expects to realize, or has realized, substantial direct
and indirect benefits as a result of the First Amendment becoming effective;
and


 


WHEREAS,
the execution and delivery of this Agreement is a condition precedent to the
effectiveness of the First Amendment;


 


NOW,
THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:


 


SECTION
1.           Defined Terms. Capitalized
terms used and not defined herein have the meanings given to them in the Credit
Agreement.


 


SECTION
2.           Reaffirmation. Each of
the Reaffirming Parties hereby (a) consents to the First Amendment and the
transactions contemplated thereby and (b) confirms its guarantees and
other obligations, as applicable, under each of the Loan Documents to which it
is party, and agrees that, notwithstanding the effectiveness of the First
Amendment, such guarantees and other obligations shall continue to be in full
force and effect and shall accrue to the benefit of the Lenders and the
Administrative Agent (as creditor in its own right and not as representative of
the Lenders), as the case may be. Each of the Reaffirming Parties further
agrees to take any action that may be required or that is reasonably requested
by the Administrative Agent to effect the purposes of the Loan Documents and
hereby reaffirms its obligations under each similar provision of each Loan
Document to which it is party.


 

















 


SECTION
3.           Representations and
Warranties. Each Reaffirming Party hereby represents and warrants, which
representations and warranties shall survive execution and delivery of this
Agreement, as follows:


 


(a)  each
Reaffirming Party has taken all necessary action to authorize the execution,
delivery and performance by it of this Agreement. Each Reaffirming Party has
duly authorized, executed and delivered this Agreement, and this Agreement
constitutes its legal, valid and binding obligation, enforceable against it in
accordance with its terms, except as may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting creditors’
rights generally and by general principles of equity (regardless of whether
enforcement is sought in a proceeding in equity or at law);


 


(b)  no
Default or Event of Default has occurred or is continuing; and


 


(c)  the
representations and warranties of each Reaffirming Party contained in each Loan
Document are true and correct in all material respects with the same effect as
though made on the date hereof (except with respect to representations and
warranties expressly made as of an earlier date, which representations and
warranties were true and correct as of such earlier date).


 


SECTION
4.           Notices. All notices
hereunder shall be given in accordance with Section 9.01 of the Credit
Agreement; provided that, for this purpose, the address of each
Reaffirming Party shall be the one specified for the Borrower under the Credit
Agreement.


 


SECTION
5.           Loan Document. This
Agreement is a Loan Document executed pursuant to the Credit Agreement and
shall (unless otherwise expressly indicated herein) be construed, administered
and applied in accordance with the terms and provisions thereof.


 


SECTION
6.           Effectiveness;
Counterparts. This Agreement shall become effective on the date when
(a) copies hereof which, when taken together, bear the signatures of each
of the Loan Parties set forth on the signature pages hereto and the
Administrative Agent shall have been received by the Administrative Agent (or
its counsel) and (b) the First Amendment has become effective in
accordance with its terms. This Agreement may not be amended nor may any
provision hereof be waived except pursuant to a writing signed by each of the
parties hereto. This Agreement may be executed in two or more counterparts,
each of which shall constitute an original but all of which when taken together
shall constitute but one contract. Delivery of an executed counterpart of a
signature page of this Agreement by telecopy shall be effective as delivery of
a manually executed counterpart of this Agreement.


 


SECTION
7.           No Novation. This
Agreement shall not extinguish the obligations for the payment of money
outstanding under the Credit Agreement. Nothing herein contained shall be
construed as a substitution or novation of the obligations outstanding under
the Credit Agreement or instruments securing the same, if any, which


 


2

















 


shall
remain in full force and effect, except to any extent modified hereby or by
instruments executed concurrently herewith. Nothing implied in this Agreement
or in any other document contemplated hereby shall be construed as a release or
other discharge of any Loan Party under any Loan Document from any of its
obligations and liabilities under the Credit Agreement or the other Loan
Documents. Each of the Credit Agreement and the other Loan Documents shall
remain in full force and effect.


 


SECTION
8.           Governing Law. This
agreement and the rights and obligations of the parties hereto shall be
governed by, and construed and interpreted in accordance with, the laws of the
State of New York.


 


SECTION 9.           No Amendments. No amendments
to any Loan Document are intended hereby and all provisions of each Loan
Document are and shall remain in full force and effect. The representations,
warranties and agreements contained herein shall for all purposes of the Credit
Agreement be deemed to be set forth in the Credit Agreement.


 


SECTION 10.         Headings. The headings of this
Agreement are for purposes of reference only and shall not limit or otherwise
affect the meaning thereof.


 


3





















 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and delivered by their duly authorized officers as of the day and year
first above written.


 


	
   

  	
  BLACKSTONE GROUP HOLDINGS L.P.,

  
	
   

  	
   

  
	
   

  	
  by

  	
  Blackstone Group Holdings L.L.C.,

  its General Partner,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name: 

  	
  Peter G. Peterson

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Founding Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name: 

  	
  Stephen A. Schwarzman

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Founding Member

  
						



 


 


	
   

  	
  BLACKSTONE
  ALTERNATIVE ASSET

  MANAGEMENT L.P.,

  as Guarantor,

  
	
   

  	
  by

  	
  The
  Blackstone Inc.,

  its General Partner,

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:
  

  	
  Peter
  G. Peterson

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Founding
  Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:
  

  	
  Stephen
  A. Schwarzman

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Founding
  Member

  
							



 


4

















 


	
   

  	
  BLACKSTONE
  MANAGEMENT

  PARTNERS L.L.C.,

  as Guarantor,

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:
  

  	
  Peter
  G. Peterson

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Founding
  Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:
  

  	
  Stephen
  A. Schwarzman

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Founding
  Member

  
						



 


	
   

  	
  BLACKSTONE
  MANAGEMENT

  PARTNERS III L.L.C.,

  as Guarantor,

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:
  

  	
  Peter
  G. Peterson

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Founding
  Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:
  

  	
  Stephen
  A. Schwarzman

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Founding
  Member

  
						



 


	
   

  	
  BLACKSTONE
  MANAGEMENT

  PARTNERS IV L.L.C.,

  as Guarantor,

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:
  

  	
  Peter
  G. Peterson

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Founding
  Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:
  

  	
  Stephen
  A. Schwarzman

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Founding
  Member

  
						



 


5

















 


	
   

  	
  BLACKSTONE
  COMMUNICATIONS

  ADVISORS I L.L.C.,

  as Guarantor,

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:
  

  	
  Peter
  G. Peterson

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Founding
  Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:
  

  	
  Stephen
  A. Schwarzman

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Founding
  Member

  
						



 


	
   

  	
  BRE
  ADVISORS III L.L.C.,

  as Guarantor,

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:
  

  	
  Peter
  G. Peterson

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Founding
  Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:
  

  	
  Stephen
  A. Schwarzman

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Founding
  Member

  
						



 


	
   

  	
  BRE
  ADVISORS IV L.L.C.,

  as Guarantor,

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:
  

  	
  Peter
  G. Peterson

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Founding
  Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:
  

  	
  Stephen
  A. Schwarzman

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Founding
  Member

  
						



 


6

















 


	
   

  	
  BRE
  ADVISORS INTERNATIONAL

  L.L.C.,

  as Guarantor,

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:
  

  	
  Peter
  G. Peterson

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Founding
  Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:
  

  	
  Stephen
  A. Schwarzman

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Founding
  Member

  
						



 


	
   

  	
  BMEZ
  ADVISORS L.L.C.,

  as Guarantor,

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:
  

  	
  Peter
  G. Peterson

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Founding
  Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:
  

  	
  Stephen
  A. Schwarzman

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Founding
  Member

  
						



 


	
   

  	
  BCLO
  ADVISORS L.L.C.,

  as Guarantor,

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:
  

  	
  Peter
  G. Petersen

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Founding
  Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:
  

  	
  Stephen
  A. Schwarzman

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Founding
  Member

  
						



 


7

















 


	
   

  	
  BLACKSTONE
  H.F. ASSOCIATES

  L.L.C.,

  as Guarantor,

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:
  

  	
  Peter
  G. Peterson

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Founding
  Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:
  

  	
  Stephen
  A. Schwarzman

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Founding
  Member

  
						



 


	
   

  	
  BLACKSTONE
  H.F. ADVISORS L.P.,

  as Guarantor,

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:
  

  	
  Peter
  G. Peterson

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Founding
  Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:
  

  	
  Stephen
  A. Schwarzman

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Founding
  Member

  
						



 


	
   

  	
  JPMORGAN
  CHASE BANK, N.A., 

  individually and as Administrative Agent,

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
					



 


8
















 


EXECUTION VERSION


 


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


 


WHEREAS the
Borrower, the Required Lenders and the Administrative Agent have agreed, on the
terms and subject to the conditions set forth herein, to amend the Credit
Agreement in the manner set forth herein.


 


NOW,
THEREFORE, in consideration of the above premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto hereby agree as follows:


 


SECTION 
1. Defined Terms. Each capitalized term used and not defined herein shall
have the meanings assigned to it in the Credit Agreement (as amended hereby).


 


SECTION 
2. Amendment to the Credit Agreement. Effective as of the Second Amendment
Effective Date (as defined below), the Credit Agreement is hereby amended as
follows:


 


(a) Article III of the Credit
Agreement is amended to insert the following representation and warranty at the
end of such Article:


 


“SECTION 3.18  Consolidation of Guarantors with The
Blackstone Group L.P. The accounts of each Guarantor are consolidated with
those of The Blackstone Group L.P. in the The Blackstone Group L.P.’s
consolidated financial statements included in the Form S-1 filed by it with
the Securities and Exchange Commission on March 22, 2007.”.


 


(b) clause (a) of Section 5.04
of the Credit Agreement is deleted in its entirety and replaced with the
following text:


 


“(a)  within 120 days after the end of
each fiscal year, the annual unaudited consolidated balance sheet and
consolidated statements of income and cash flows of the Borrower showing the
financial condition of the Borrower on a consolidated basis as of the close of
such fiscal year and the results of operations of the Borrower on a
consolidated basis during such fiscal year, all certified by a Financial Officer
of the Borrower as fairly presenting the financial condition and


 

















 


results of operations of the Borrower on a consolidated basis in
accordance with GAAP consistently applied, except for the absence of footnotes;”.


 


(c) clause (b) of Section 5.04
of the Credit Agreement is deleted in its entirety and replaced with the
following text:


 


“(b) within 120 days after the end of
each fiscal year, the annual unaudited consolidated balance sheet and
consolidated statements of income and cash flows of each Guarantor, in each
case showing the financial condition of the applicable Guarantor on a
consolidated basis as of the close of such fiscal year and the results of
operations of the applicable Guarantor on a consolidated basis during such
fiscal year, all certified by a Financial Officer of the Borrower as fairly
presenting the financial condition and results of operations of the applicable Guarantor
on a consolidated basis in accordance with GAAP consistently applied, except
for the absence of footnotes;”.


 


(d) clause (c) of Section 5.04
of the Credit Agreement is deleted in its entirety and replaced with the
following text:


 


“(c) within 75 days (in the case of the
Borrower) or 60 days (in the case of each Guarantor) after the end of each of
the first three fiscal quarters of each fiscal year, the quarterly unaudited
consolidated balance sheet and consolidated statements of income and cash flows
of the Borrower and each Guarantor, in each case showing the financial
condition of the Borrower or the applicable Guarantor on a consolidated basis
as of the close of such fiscal quarter and the results of operations of the Borrower
or the applicable Guarantor on a consolidated basis during such fiscal quarter
and the then elapsed portion of the fiscal year, all certified by a Financial
Officer of the Borrower as fairly presenting the financial condition and
results of operations of the Borrower or the applicable Guarantor on a
consolidated basis in accordance with GAAP consistently applied, subject to
normal year-end audit adjustments and the absence of footnotes;”.


 


SECTION 
3. Representations and Warranties. The Borrower hereby represents and
warrants to the Administrative Agent and the Lenders that as of the Second
Amendment Effective Date and after giving effect hereto:


 


(a) the Borrower has taken all necessary
action to authorize the execution, delivery and performance by it of this
Amendment. This Amendment has been duly authorized, executed and delivered by
it, and each of this Amendment and the Credit Agreement as amended hereby
constitutes its legal, valid and binding obligation, enforceable against it in
accordance with its terms, except as may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
creditors’ rights generally and by general principles of equity (regardless of
whether enforcement is sought in a proceeding in equity or at law);


 


(b) no Default or Event of Default has
occurred and is continuing;


 


2

















 


(c) all representations and warranties
of the Borrower contained in the Credit Agreement are true and correct in all
material respects with the same effect as though made on the date hereof
(except with respect to representations and warranties expressly made only as
of an earlier date, which representations were true and correct in all material
respects as of such earlier date); and


 


(d) the execution and delivery of this
Amendment and the completion of the transactions contemplated hereby will not
violate or result in a default under any indenture or other agreement or
instrument binding upon any Loan Party or on its assets, or give rise to a
right thereunder to require any payment to be made by any Loan Party, and will
not result in the creation or imposition thereunder of any Lien on any asset of
any Loan Party, in any case that would reasonably be expected to have a
Material Adverse Effect.


 


SECTION 
4. Effectiveness. This Amendment shall become effective as of the first
date (the “Second Amendment Effective Date”) on which the Administrative
Agent shall have received counterparts hereof duly executed and delivered by
the Borrower and the Required Lenders.


 


SECTION 
5. No Other Amendments; Confirmation. Except as expressly set forth
herein, this Amendment shall not by implication or otherwise limit, impair,
constitute a waiver of, or otherwise affect the rights and remedies of the
Lenders or the Administrative Agent under the Credit Agreement or any other
Loan Document, and shall not alter, modify, amend or in any way affect any of
the terms, conditions, obligations, covenants or agreements contained in the
Credit Agreement or any other Loan Document, all of which are ratified and
affirmed in all respects and shall continue in full force and effect. Nothing
herein shall be deemed to entitle any Loan Party to a consent to, or a waiver,
amendment, modification or other change of, any of the terms, conditions,
obligations, covenants or agreements contained in the Credit Agreement or any
other Loan Document in similar or different circumstances. This Amendment shall
apply and be effective only with respect to the provisions of the Credit
Agreement specifically referred to herein. This Amendment shall constitute a
Loan Document. On and after the Second Amendment Effective Date, any reference
to the Credit Agreement contained in the Loan Documents shall mean the Credit
Agreement as modified hereby.


 


SECTION 
6. Expenses. The Borrower agrees to reimburse the Administrative Agent
for its reasonable out-of-pocket expenses in connection with this Amendment,
including the reasonable fees, charges and disbursements of counsel for the
Administrative Agent.


 


SECTION 
7. Governing Law; Counterparts. (a)  This Amendment and the rights
and obligations of the parties hereto shall be governed by, and construed and
interpreted in accordance with, the laws of the State of New York.


 


(b)  This
Amendment may be executed by one or more of the parties to this Amendment
on any number of separate counterparts, and all of such counterparts taken
together shall be deemed to constitute one and the same instrument. This


 


3

















 


Amendment may be delivered
by facsimile transmission or other electronic imaging means of the relevant
signature pages hereof.


 


SECTION 
8. Headings. The headings of this Amendment are for purposes of
reference only and shall not limit or otherwise affect the meaning hereof.


 


4





















 


IN WITNESS
WHEREOF, the parties hereto have caused this Second Amendment to be duly
executed and delivered by their duly authorized officers as of the day and year
first above written.


 


	
   

  	
   

  	
  BLACKSTONE GROUP HOLDINGS L.P.,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by  

  	
  Blackstone Group Holdings L.L.C., 

  its General Partner,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/ Peter G.
  Peterson

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name: Peter
  G. Peterson

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Title:   Founding
  Member

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  by

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/ Stephen
  A. Schwarzman

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:
  Stephen A. Schwarzman

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Title:   Founding
  Member

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  JPMORGAN CHASE BANK, N.A.,

  as Administrative Agent and a Lender,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  by

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/ Riva L.
  Brandt

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:  Riva L. Brandt

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Title:  Executive Director

  	
   

  



 

















 


Signature Page to
the

Second Amendment to the

Blackstone Group Holdings L.P. Credit Agreement




	
  To approve this Amendment:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Institution:

  	
    Bank of America, N.A.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  by

  	
   

  	
   

  
	
   

  	
  /s/ David H.
  Strickert

  	
   

  	
   

  	
   

  
	
   

  	
    Name: David H. Strickert

  	
   

  	
   

  	
   

  
	
   

  	
    Title: Senior Vice President

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  For any Lender requiring a second signature
  line:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  by

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
    Name:

  	
   

  	
   

  	
   

  
	
   

  	
    Title:

  	
   

  	
   

  	
   

  
							



 

















 


Signature Page to
the

Second Amendment to the

Blackstone Group Holdings L.P. Credit Agreement




	
  To approve this Amendment:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Institution:

  	
  Credit Suisse First Boston,

  	
   

  	
   

  	
   

  
	
  Cayman Islands Branch

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  by

  	
   

  	
   

  
	
   

  	
  /s/ Alain
  Daoust

  	
   

  	
   

  	
   

  
	
   

  	
    Name: Alain Daoust

  	
   

  	
   

  	
   

  
	
   

  	
    Title:  Director

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  For any Lender requiring a second signature
  line:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  by

  	
   

  	
   

  
	
   

  	
  /s/ Denise
  L. Alvarez

  	
   

  	
   

  	
   

  
	
   

  	
    Name:  Denise L. Alvarez

  	
   

  	
   

  	
   

  
	
   

  	
    Title:  Associate

  	
   

  	
   

  	
   

  
								



 

















 


Signature Page to
the

Second Amendment to the

Blackstone Group Holdings L.P. Credit Agreement




	
  To approve this Amendment:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Institution:

  	
  Greenwich Capital Markets

  	
   

  	
   

  	
   

  
	
  Inc., as agent for the Royal Bank of

  	
   

  	
   

  	
   

  
	
  Scotland plc

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  by

  	
   

  	
   

  
	
   

  	
  /s/ Fergus
  Smail

  	
   

  	
   

  	
   

  
	
   

  	
    Name:  Fergus Smail

  	
   

  	
   

  	
   

  
	
   

  	
    Title:  Vice President

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  For any Lender requiring a second signature
  line:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  by

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
    Name:

  	
   

  	
   

  	
   

  
	
   

  	
    Title:

  	
   

  	
   

  	
   

  
								



 

















 


Signature Page to
the

Second Amendment to the

Blackstone Group Holdings L.P. Credit Agreement




	
  To approve this Amendment:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Institution:

  	
    UBS Loan Finance LLC

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  by

  	
   

  	
   

  
	
   

  	
  /s/ David B.
  Julie 

  	
   

  	
   

  	
   

  
	
   

  	
    Name:  David B. Julie

  	
   

  	
   

  	
   

  
	
   

  	
    Title:  Associate Director,

  	
   

  	
   

  	
   

  
	
   

  	
    Banking Products Services, US

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  For any Lender requiring a second signature
  line:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  by

  	
   

  	
   

  
	
   

  	
  /s/ Mary E. Evans

  	
   

  	
   

  	
   

  
	
   

  	
    Name:  Mary E. Evans

  	
   

  	
   

  	
   

  
	
   

  	
    Title:  Associate Director,

  	
   

  	
   

  	
   

  
	
   

  	
    Banking Products Services, US

  	
   

  	
   

  	
   

  
							



 














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


WHEREAS the Borrower has
requested that the Lenders (a) waive compliance with the provisions of the
Loan Documents to the extent necessary to permit the initial public offering (the
“IPO”) of the shares of common stock of the Blackstone Group L.P. (the “Issuer”)
as more fully described in the Amendment No.      to
the Form S-1 filed on June       ,
2007 by the Issuer with the SEC, (b) waive any inaccuracies in the
representations and warranties set forth in Article III of the Credit Agreement
to the extent that such inaccuracies result from the consummation of the IPO,
(c) waive compliance with paragraphs (a) through (e) of Section 5.04, (d) waive
compliance with Section 5.10 of Article V and Article VI of the
Credit Agreement and (e) waive compliance with any provision of the Loan
Documents to the extent such provision requires the existence of the Borrowing
Base, in each case, through (and including) the Waiver Termination Date (as defined
below).  The waivers described to in this
recital are referred to as the “IPO Waivers”.


WHEREAS the Borrower has
requested that the Lenders increase the aggregate Commitments to $1,350,000,000.


WHEREAS the Borrower has
requested that the Guarantors be released from their obligations under the Loan
Documents.


WHEREAS Blackstone Holdings
I L.P., Blackstone Holdings II L.P., Blackstone Holdings III L.P., Blackstone
Holdings IV L.P. and Blackstone Holdings V L.P. (collectively, the “New
Guarantors”) have agreed to, jointly and severally, guarantee payment of
the Loan Document Obligations.


WHEREAS the Borrower has
requested that the Waiver Termination Date be the date that is 180 days
following the consummation of the IPO.


WHEREAS the Borrower, each
of the Lenders and the Administrative Agent have agreed, on the terms and
subject to the conditions set forth herein, to amend the Credit Agreement and
waive compliance with certain provisions of the Credit Agreement, all as set
forth herein.

















 


NOW,
THEREFORE, in consideration of the above premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto hereby agree as follows:


SECTION  1.  Defined
Terms.  Each capitalized term used but
not defined herein shall have the meaning assigned to it in the Credit
Agreement (as amended hereby).


SECTION  2.  Amendment
to the Credit Agreement.  Effective
as of the Third Amendment Effective Date (as defined below), the Credit
Agreement is hereby amended as follows:


(a) the definitions of “Audited Guarantor Entity” and “Guarantor” in
Section 1.01 of the Credit Agreement are deleted in their entirety and each
reference in the Loan Documents to such terms (other than the references in
Sections 3.05 and 3.08(b) of the Credit Agreement, which shall be deleted)
is replaced with a reference to the “New Guarantors”.


(b)
the definitions in Section 1.01 of the Credit Agreement of the terms set
forth below are amended to read in their entirety as follows:


“Extended Loan Parties”
means the Borrower and the New Guarantors.


(c)
Section 1.01 of the Credit Agreement is amended to add definitions of the
following terms in appropriate alphabetical order:


“New Guarantors” means Blackstone Holdings I L.P., Blackstone
Holdings II L.P., Blackstone Holdings III L.P., Blackstone Holdings IV L.P.,
Blackstone Holdings V L.P. and any other Person that is required to execute or
executes a Supplement to the Guarantee Agreement and the Indemnity, Subrogation
and Contribution Agreement pursuant to Section 4(c) of the Third Amendment
and Waiver.


“New Guarantors’ Partners’ Capital” shall mean, at any time, the
combined consolidated partners’ capital of the New Guarantors, determined in
accordance with GAAP.


“IPO” means the initial public offering of the shares of common
stock of Blackstone Group L.P.


“Recourse Indebtedness” means, of any Person, Indebtedness
(other than Indebtedness which is non-recourse to such Person) for borrowed
money of such Person which appears on a balance sheet of such Person in
accordance with GAAP.


“Reorganization Date” means the date on which the corporate
reorganization of the Blackstone companies will be consummated preceding the
IPO.


 


2

















 


“Third Amendment and Waiver” means the Third Amendment and
Waiver dated as of June      , 2007
to this Agreement.


“Third Amendment Effective Date” means the first date on which
the conditions to effectiveness of the Third Amendment and Waiver were satisfied
in accordance with the terms thereof.


“Waiver Termination Date” means the date that is 180 days
following the consummation of the IPO.


(d)
Section 1.01 of the Credit Agreement is amended by adding the following at the
end of the definition of “Applicable Rate”:


Notwithstanding the
foregoing, the Applicable Rate shall be determined in accordance with
Category 2 for the period from the Reorganization Date to the Waiver
Termination Date.


(e)
Section 1.01 of the Credit Agreement is amended by deleting the amount “$20,000,000”
from the definition of “Material Indebtedness” and substituting therefor the
amount “$100,000,000”.


(f)
Schedule 2.01 to the Credit Agreement is amended to read in its entirety as set
forth on Exhibit A hereto.


(g)
Section 3.06 of the Credit Agreement is amended by deleting the date “December 31,
2002” and substituting therefor the words “the Reorganization Date”.


(h)
Section 3.11 of the Credit Agreement is amended by deleting the phrase “which
are subject to Section 6.02”.


(i)
Section 5.07 of the Credit Agreement is amended by adding at the end thereof
the phrase “; in each case subject to applicable confidentiality agreements”.


(j)
Article VII of the Credit Agreement is amended by deleting from paragraph (i)
the amount “$20,000,000” and substituting therefore the amount “$100,000,000”.


(k)
Article VII of the Credit Agreement is amended by adding the following paragraph
(m):


(m)  On or prior to the Waiver Termination Date,
the Commitments shall not have been terminated and the Loans and other amounts
outstanding hereunder shall not have been paid in full.


 


3





















 


(l)
Section 9.02(b) of the Credit Agreement is amended by deleting the word “or”
before clause (v) and inserting the following at the end of the first proviso:


“or
(v) amend or otherwise modify, or waive an Event of Default under paragraph (m)
of Article VII without the written consent of each Lender;”


SECTION  3.  Release
of Guarantors.  Effective as of the Reorganization
Date, the Lenders agree that each of the entities set forth on Exhibit B
hereto is hereby released from its obligations as a Guarantor under the Loan
Documents.


SECTION  4.  Waiver
of Certain Provisions; Interim Covenants. 
(a)  Effective as of the Third
Amendment Effective Date, the Lenders agree to the IPO Waivers.


(b)  Within five Business Days after consummation
of the IPO, the Borrower shall repay outstanding Loans, and shall reduce the
aggregate Commitments, so that after giving effect to such repayment and reduction
the aggregate principal amount of Loans and the aggregate Commitments shall not
exceed $1,000,000,000.


(c)  From and after the Third Amendment Effective
Date, the Borrower shall not permit the total combined Recourse Indebtedness of
the New Guarantors to exceed 100% of the total combined New Guarantors Partners’
Capital at any time.


(d)  Not later than November 30, 2007, the
Borrower shall deliver to the Administrative Agent the unaudited consolidated
balance sheet and consolidated statements of income and cash flows of
Blackstone Group L.P. showing the financial condition of Blackstone Group L.P. and
its consolidated subsidiaries as of the close of the fiscal quarter ending on
September 30, 2007 and the results of its and its consolidated subsidiaries’
operations during such fiscal quarter and the then elapsed portion of the
fiscal year (to the extent available), all certified by a financial officer of Blackstone
Group L.P. as fairly presenting the financial condition and results of
operations of Blackstone Group L.P. on a consolidated basis in accordance with
GAAP consistently applied, subject to normal year-end audit adjustments and the
absence of footnotes.


(e)  During the period (from and including) the
Third Amendment Effective Date through (and including) the Waiver Termination
Date, the Borrower will cause, within 10 Business Days after the organization
of any newly created holding company which has substantially the same function
as the New Guarantors such newly created holding company to enter into the
Guarantee Agreement and the Indemnity, Subrogation and Contribution Agreement,
in each case to the extent entering into such agreement would not result in a
material adverse tax or legal consequences to such newly created holding
company or its affiliates.


(f)  Each of the agreements, covenants and
conditions set forth in paragraphs (b), (c), (d) and (e) above will be
deemed to be an agreement, covenant or condition of or applicable to the
Borrower under the Credit Agreement, and any failure 


 


4





















 


by the Borrower to observe or perform any such
agreement, covenant or condition will give rise to an Event of Default under
paragraph (d) of Article VII of the Credit Agreement.


(g)  The amendments and waivers set forth in Sections
2 and 4 of this Amendment will automatically expire and be of no force or
effect, with the same effect as if such amendments had never been made or such
waivers had never been granted, and without the necessity of any action by the Administrative
Agent or any Lender, on the Waiver Termination Date, except that,
notwithstanding the foregoing, the New Guarantors shall continue to guarantee
the Loan Document Obligations after the Waiver Termination Date.


(h)  The amendments and waivers set forth in
Sections 2, 3 and 4 of this Amendment will automatically expire and be of no
force or effect, with the same effect as if such amendments had never been made
or such waivers had never been granted, and without the necessity of any action
by the Administrative Agent or any Lender, if the IPO shall not have been
consummated within 15 Business Days following the Third Amendment Effective
Date.


SECTION  5.  Amendment
to the Guarantee Agreement. 
Effective as of the Third Amendment Effective Date, the Guarantee
Agreement is hereby amended as follows:


(a)
the first sentence of Section 19 of the Guarantee Agreement is amended to read
in its entirety as follows:


“Pursuant to Section 4(e)
of the Third Amendment and Waiver, certain newly created holding companies are required
to enter into this Agreement as a Guarantor on or prior to the time set forth
in Section 4(e) of the Third Amendment and Waiver.”


(b)
the second sentence of recital C. of Annex 1 to the Guarantee Agreement is
amended to read in its entirety as follows:


“Pursuant to Section 4(e)
of the Third Amendment and Waiver, certain newly created holding companies are
required to enter into this Agreement as a Guarantor on or prior to the time
set forth in Section 4(e) of the Third Amendment and Waiver.”


SECTION  6.  Amendment
to the Indemnity, Subrogation and Contribution Agreement.  Effective as of the Third Amendment Effective
Date, the Indemnity, Subrogation and Contribution Agreement is hereby amended
as follows:


(a)
the first sentence of Section 12 of the Indemnity, Subrogation and Contribution
Agreement is amended to read in its entirety as follows:


“Pursuant to Section 4(e)
of the Third Amendment and Waiver, certain newly created holding companies are
required to enter into this Agreement 


 


5

















 


on or prior to the time set
forth in Section 4(e) of the Third Amendment and Waiver.”


(b)
the second sentence of recital C. of Annex 1 to the Indemnity, Subrogation and
Contribution Agreement is amended to read in its entirety as follows:


“Pursuant to Section 4(e)
of the Third Amendment and Waiver, certain newly created holding companies are
required to enter into this Agreement as a Guarantor on or prior to the time
set forth in Section 4(e) of the Third Amendment and Waiver.”


SECTION  7.  Representations
and Warranties.  The Borrower hereby
represents and warrants to the Administrative Agent and the Lenders that after
giving effect hereto:


(a)
this Amendment has been duly authorized, executed and delivered by it, and each
of this Amendment and the Credit Agreement as amended hereby constitutes its
legal, valid and binding obligation, enforceable against it in accordance with
its terms;


(b)
no Default or Event of Default has occurred and is continuing; and


(c)
all representations and warranties of the Borrower contained in the Credit
Agreement are true and correct in all material respects as of the date hereof
(except with respect to representations and warranties expressly made only as
of an earlier date, which representations were true and correct in all material
respects as of such earlier date, and except to the extent such representations
and warranties have been waived by the Lenders in accordance with Section 4
hereof).


SECTION  8.  Effectiveness.  This Amendment shall become effective as of the
first date (the “Third Amendment Effective Date”) on which:


(a)
the Administrative Agent shall have received counterparts hereof duly executed
and delivered by the Borrower and each of the Lenders;


(b)
the Administrative Agent shall have received such favorable written opinions
(addressed to the Administrative Agent and the Lenders and dated the Third
Amendment Effective Date) of Simpson Thacher & Bartlett LLP, counsel for
the Extended Loan Parties, as it shall reasonably request relating to this
Amendment, the Guarantee Agreement, the Indemnity, Subrogation and Contribution
Agreement, the Extended Loan Parties and the transactions contemplated hereby,
all in form and substance reasonably satisfactory to the Administrative Agent.  The Extended Loan Parties hereby request such
counsel to deliver such opinions.


(c)
the Administrative Agent shall have received such documents and certificates as
the Administrative Agent or its counsel may reasonably request 


 


6





















 


relating to the
organization, existence and good standing of each Extended Loan Party, the
authorization of this Amendment, the Guarantee Agreement, the Indemnity,
Subrogation and Contribution Agreement, and the transactions contemplated
hereby and any other legal matters relating to the Extended Loan Parties, the
Loan Documents or the transactions contemplated hereby, all in form and
substance reasonably satisfactory to the Administrative Agent;


(d)
the Administrative Agent (or its counsel) shall have received from each New Guarantor
a counterpart of the Supplement to the Guarantee Agreement signed on behalf of
such New Guarantor; and


(e)
the Administrative Agent (or its counsel) shall have received from each New Guarantor
a counterpart of the Supplement to the Indemnity, Subrogation and Contribution
Agreement signed on behalf of such New Guarantor.


SECTION  9.  No
Other Amendments; Confirmation.  (a)  Except as expressly set forth herein, this
Amendment shall not by implication or otherwise limit, impair, constitute a
waiver of, or otherwise affect the rights and remedies of the Administrative
Agent or the Lenders under the Credit Agreement or any other Loan Document, and
shall not alter, modify, amend or in any way affect any of the terms,
conditions, obligations, covenants or agreements contained in the Credit
Agreement or any other Loan Document, all of which are ratified and affirmed in
all respects and shall continue in full force and effect.  Nothing herein shall be deemed to entitle any
Extended Loan Party to a consent to, or a waiver, amendment, modification or
other change of, any of the terms, conditions, obligations, covenants or
agreements contained in the Credit Agreement or any other Loan Document in
similar or different circumstances.  This
Amendment shall apply and be effective only with respect to the provisions of
the Loan Documents specifically referred to herein.  This Amendment shall constitute a Loan
Document.


(b)  On and after the Third Amendment Effective
Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”,
“herein” or words of like import, and each reference to the Credit Agreement in
any other Loan Document, shall be deemed a reference to the Credit Agreement
(as amended hereby).


SECTION  10.  Expenses.  The Borrower agrees to reimburse the
Administrative Agent for its reasonable out-of-pocket expenses in connection
with this Amendment, including the reasonable fees, charges and disbursements
of counsel for the Administrative Agent.


SECTION  11.  Governing
Law; Counterparts.  (a)  This Amendment and the rights and obligations
of the parties hereto shall be governed by, and construed and interpreted in
accordance with, the laws of the State of New York.


(b)  This Amendment may be executed by one or more
of the parties to this Amendment on any number of separate counterparts, and
all of such counterparts taken together shall be deemed to constitute one and
the same instrument.  This 


 


7





















 


Amendment may be delivered by facsimile transmission
or other electronic imaging means of the relevant signature pages hereof.


SECTION  12.  Headings.  The headings of this Amendment are for
purposes of reference only and shall not limit or otherwise affect the meaning
hereof.


 


8

















 


IN WITNESS WHEREOF, the
parties hereto have caused this Third Amendment and Waiver to be duly executed
and delivered by their duly authorized officers as of the day and year first
above written.


	
   

  	
  BLACKSTONE GROUP HOLDINGS L.P.,

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  	
  Blackstone Group Holdings
  L.L.C.

  
	
   

  	
   

  	
   

  	
   

  	
  its General Partner,

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
  Stephen A. Schwarzman

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
  Chairman and Chief

  Executive Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  JPMORGAN
  CHASE BANK, N.A. as Administrative Agent and a Lender,

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  



 

















 


Signature Page to the

Third Amendment to the 

Blackstone Group Holdings L.P. Credit Agreement


 


	
  To approve this Amendment:

  
	
   

  
	
  Name of Institution:

  
	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  For any Lender requiring a second signature line:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  	
   

  	
   

  
											



 

















 


EXHIBIT A


SCHEDULE 2.01


	
  Lender

  	
   

  	
  Commitment

  	
   

  
	
  JPMorgan Chase Bank, N.A.
  (as successor to JPMorgan Chase Bank)

  	
   

  	
  $

  	
   

  
	
  Credit Suisse

  	
   

  	
  $

  	
   

  
	
  Bank of America, N.A.

  	
   

  	
  $

  	
   

  
	
  Citicorp North America
  Inc.

  	
   

  	
  $

  	
   

  
	
  Deutsche Bank Trust
  Company Americas

  	
   

  	
  $

  	
   

  
	
  The Royal Bank of Scotland
  PLC

  	
   

  	
  $

  	
   

  
	
  UBS Loan Finance LLC

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
  $1,350,000,000

  	
   

  



 


 

















 


EXHIBIT B


Released Entities