黑石合伙协议（英文）

FORM OF AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT   OF   BLACKSTONE HOLDINGS I L.P.       Dated as of                              , 2007       THE PARTNERSHIP UNITS OF BLACKSTONE HOLDINGS I L.P. HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, THE SECURITIES LAWS OF ANY STATE, PROVINCE OR ANY OTHER APPLICABLE SECURITIES LAWS AND ARE BEING SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS.  SUCH UNITS MUST BE ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE OFFERED FOR SALE, PLEDGED, HYPOTHECATED, SOLD, ASSIGNED OR TRANSFERRED AT ANY TIME EXCEPT IN COMPLIANCE WITH (I) THE SECURITIES ACT, ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR PROVINCE, AND ANY OTHER APPLICABLE SECURITIES LAWS; AND (II) THE TERMS AND CONDITIONS OF THIS AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT.  THE UNITS MAY NOT BE TRANSFERRED OF RECORD EXCEPT IN COMPLIANCE WITH SUCH LAWS AND THIS LIMITED PARTNERSHIP AGREEMENT.  THEREFORE, PURCHASERS AND OTHER TRANSFEREES OF SUCH UNITS WILL BE REQUIRED TO BEAR THE RISK OF THEIR INVESTMENT OR ACQUISITION FOR AN INDEFINITE PERIOD OF TIME.   Table of Contents   Page ARTICLE I       DEFINITIONS   SECTION 1.01.   Definitions 1     ARTICLE II       FORMATION, TERM, PURPOSE AND POWERS       SECTION 2.01.   Formation 11 SECTION 2.02.   Name 11 SECTION 2.03.   Term 11 SECTION 2.04.   Offices 11 SECTION 2.05.   Agent for Service of Process 11 SECTION 2.06.   Business Purpose 11 SECTION 2.07.   Powers of the Partnership 12 SECTION 2.08.   Partners; Admission of New Partners 12 SECTION 2.09.   Withdrawal 12     ARTICLE III       MANAGEMENT       SECTION 3.01.   General Partner 12 SECTION 3.02.   Compensation 13 SECTION 3.03.   Expenses 13 SECTION 3.04.   Officers 13 SECTION 3.05.   Authority of Partners 13 SECTION 3.06.   Action by Written Consent or Ratification 14     ARTICLE IV       DISTRIBUTIONS   SECTION 4.01.   Distributions 14 SECTION 4.02.   Liquidation Distribution 15 SECTION 4.03.   Limitations on Distribution 15 SECTION 4.04.   Other Distributions 15     ARTICLE V       CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS;   TAX ALLOCATIONS; TAX MATTERS       SECTION 5.01.   Initial Capital Contributions 16 SECTION 5.02.   No Additional Capital Contributions 16 SECTION 5.03.   Capital Accounts 16 SECTION 5.04.   Allocations of Profits and Losses 16 SECTION 5.05.   Special Allocations 16 SECTION 5.06.   Tax Allocations 18 SECTION 5.07.   Tax Advances 18 SECTION 5.08.   Tax Matters 18 SECTION 5.09.   Other Allocation Provisions 19     ARTICLE VI       BOOKS AND RECORDS; REPORTS       SECTION 6.01.   Books and Records 19     ARTICLE VII       PARTNERSHIP UNITS       SECTION 7.01.   Units 20 SECTION 7.02.   Register 20 SECTION 7.03.   Registered Partners 20     ARTICLE VIII       VESTING; FORFEITURE OF INTERESTS; TRANSFER RESTRICTIONS       SECTION 8.01.   Vesting of Initial Unvested Units 20 SECTION 8.02.   Forfeiture of Units Held by Initial Limited Partners 21 SECTION 8.03.   Limited Partner Transfers 22 SECTION 8.04.   Minimum Retained Ownership Requirement 24 SECTION 8.05.   Mandatory Exchanges 24 SECTION 8.06.   Encumbrances 25 SECTION 8.07.   Further Restrictions 25 SECTION 8.08.   Rights of Assignees 25 SECTION 8.09.   Admissions, Withdrawals and Removals 26 SECTION 8.10.   Admission of Assignees as Substitute Limited Partners 26 SECTION 8.11.   Withdrawal and Removal of Limited Partners 26     ARTICLE IX       DISSOLUTION, LIQUIDATION AND TERMINATION       SECTION 9.01.   No Dissolution 27 SECTION 9.02.   Events Causing Dissolution 27 SECTION 9.03.   Distribution upon Dissolution 27 SECTION 9.04.   Time for Liquidation 28 SECTION 9.05.   Termination 28 SECTION 9.06.   Claims of the Partners 28 SECTION 9.07.   Survival of Certain Provisions 28     ARTICLE X       LIABILITY AND INDEMNIFICATION       SECTION 10.01.   Liability of Partners 29 SECTION 10.02.   Indemnification 29     ARTICLE XI       MISCELLANEOUS       SECTION 11.01.   Severability 31 SECTION 11.02.   Notices 31 SECTION 11.03.   Cumulative Remedies 32 SECTION 11.04.   Binding Effect 32 SECTION 11.05.   Interpretation 32 SECTION 11.06.   Counterparts 32 SECTION 11.07.   Further Assurances 33 SECTION 11.08.   Entire Agreement 33 SECTION 11.09.   Governing Law 33 SECTION 11.10.   Submission to Jurisdiction; Waiver of Jury Trial 33 SECTION 11.11.   Expenses 34 SECTION 11.12.   Amendments and Waivers 34 SECTION 11.13.   No Third Party Beneficiaries 35 SECTION 11.14.   Headings 35 SECTION 11.15.   Construction 35 SECTION 11.16.   Power of Attorney 36 SECTION 11.17.   Letter Agreements; Schedules 36 SECTION 11.18.   Partnership Status 36     FORM OF AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF BLACKSTONE HOLDINGS I L.P. This AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (this �Agreement�) of Blackstone Holdings I L.P. (the �Partnership�) is made as of the       day of           , 2007, by and among Blackstone Holdings I/II GP Inc., a corporation formed under the laws of the State of Delaware, as general partner, and the Limited Partners (as defined herein) of the Partnership. WHEREAS, the Partnership was formed as a limited partnership pursuant to the Act, by the filing of a Certificate of Limited Partnership (the �Certificate�) with the Office of the Secretary of State of the State of Delaware and the execution of the Limited Partnership Agreement of the Partnership dated as of May 18, 2007 (the �Original Agreement�); and WHEREAS, the parties hereto desire to enter into this Amended and Restated Limited Partnership Agreement of the Partnership and to permit the admission of the Limited Partners to the Partnership. NOW, THEREFORE, in consideration of the mutual promises and agreements herein made and intending to be legally bound hereby, the parties hereto agree to amend and restate the Original Agreement (as defined herein) in its entirety to read as follows: ARTICLE I DEFINITIONS SECTION 1.01.   Definitions.  Capitalized terms used herein without definition have the following meanings (such meanings being equally applicable to both the singular and plural form of the terms defined): �Act� means, the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. Section 17-101, et seq., as it may be amended from time to time. �Additional Credit Amount� has the meaning set forth in Section 4.01(b)(ii). �Adjusted Capital Account Balance� means, with respect to each Partner, the balance in such Partner Capital Account adjusted (i) by taking into account the adjustments, allocations and distributions described in U.S. Treasury Regulations Sections  1.704-1(b)(2)(ii)(c)(4), (5) and (6); and (ii) by adding to such balance such Partner share of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain, determined pursuant to Regulations Sections 1.704-2(g) and 1.704-2(i)(5), any amounts such Partner is obligated to restore pursuant to any provision of this Agreement or by applicable Law. The foregoing definition of Adjusted Capital Account Balance is intended to comply with the provisions of Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. �Affiliate� means, with respect to a specified Person, any other Person that directly, or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such specified Person. �Agreement� has the meaning set forth in the preamble of this Agreement. �Amended Tax Amount� has the meaning set forth in Section 4.01(b)(ii). �Assignee� has the meaning set forth in Section 8.08. �Assumed Tax Rate� means the highest effective marginal combined U.S. federal, state and local income tax rate for a Fiscal Year prescribed for an individual or corporate resident in New York, New York (taking into account (a) the nondeductiblity of expenses subject to the limitation described in Section 67(a) of the Code and (b) the character (e.g., long-term or short-term capital gain or ordinary or exempt income) of the applicable income, but not taking into account the deductibility of state and local income taxes for U.S. federal income tax purposes). For the avoidance of doubt, the Assumed Tax Rate will be the same for all Partners. �Available Cash� means, with respect to any fiscal period, the amount of cash on hand which the General Partner, in its reasonable discretion, deems available for distribution to the Partners, taking into account all debts, liabilities and obligations of the Partnership then due and amounts which the General Partner, in its reasonable discretion, deems necessary to expend or retain for working capital or to place into reserves for customary and usual claims with respect to the Partnership operations. �Blackstone Holdings Partnerships� means each of the Partnership, Blackstone Holdings II L.P., a Delaware limited partnership, Blackstone Holdings III L.P., a Delaware limited partnership, Blackstone Holdings IV L.P., a Quec soci� en commandite, and Blackstone Holdings V L.P., a Quec soci� en commandite. �Capital Account� means the separate capital account maintained for each Partner in accordance with Section 5.03 hereof. �Capital Contribution� means, with respect to any Partner, the aggregate amount of money contributed to the Partnership and the Carrying Value of any property (other than money), net of any liabilities assumed by the Partnership upon contribution or to which such property is subject, contributed to the Partnership pursuant to Article V. �Carrying Value� means, with respect to any Partnership asset, the asset adjusted basis for U.S. federal income tax purposes, except that the initial carrying value of assets contributed to the Partnership shall be their respective gross fair market values on the date of contribution as determined by the General Partner, and the Carrying Values of all Partnership assets shall be adjusted to equal their respective fair market values, in accordance with the rules set forth in United States Treasury Regulation Section 1.704-1(b)(2)(iv)(f), except as otherwise provided herein, as of: (a) the date of the acquisition of any additional Partnership Interest by any new or existing Partner in exchange for more than a de minimis Capital Contribution; (b) the date of the distribution of more than a de minimis amount of Partnership assets to a Partner; (c) the date a Partnership Interest is relinquished to the Partnership; or (d) any other date specified in the United States Treasury Regulations; provided, however, that adjustments pursuant to clauses (a), (b) (c) and (d) above shall be made only if such adjustments are deemed necessary or appropriate by the General Partner to reflect the relative economic interests of the Partners. The Carrying Value of any Partnership asset distributed to any Partner shall be adjusted immediately before such distribution to equal its fair market value. In the case of any asset that has a Carrying Value that differs from its adjusted tax basis, Carrying Value shall be adjusted by the amount of depreciation calculated for purposes of the definition of rofits (Losses)� rather than the amount of depreciation determined for U.S. federal income tax purposes, and depreciation shall be calculated by reference to Carrying Value rather than tax basis once Carrying Value differs from tax basis. �Category 1 Limited Partner� means each of the Limited Partners identified in the books and records of the Partnership as a Category 1 Limited Partner. �Category 2 Limited Partner� means each of the Limited Partners identified in the books and records of the Partnership as a Category 2 Limited Partner. �Category 3 Limited Partner� means each of the Limited Partners identified in the books and records of the Partnership as a Category 3 Limited Partner. �Category 4 Limited Partner� means each of the Limited Partners identified in the books and records of the Partnership as a Category 4 Limited Partner. �Category 5 Limited Partner� means each of the Limited Partners identified in the books and records of the Partnership as a Category 5 Limited Partner. �Category 6 Limited Partner� means the Limited Partner identified in the books and records of the Partnership as a Category 6 Limited Partner. �Cause� means the occurrence or existence of any of the following as determined fairly, reasonably, on an informed basis and in good faith by the General Partner: (i) (w) any breach by an Employed Limited Partner of any provision of this Agreement or the Non-Competition Agreement attached hereto, (x) any material breach of any rules or regulations applicable to senior managing directors or employees, as applicable, of the Blackstone Holdings Partnerships, their subsidiaries and their affiliated entities, (y) an Employed Limited Partner deliberate failure to perform his or her duties to the Blackstone Holdings Partnerships, their subsidiaries and their affiliated entities, or (z) an Employed Limited Partner committing to or engaging in any conduct or behavior that is or may be harmful to the Blackstone Holdings Partnerships, their subsidiaries and their affiliated entities in any material way (provided that, in the case of any of the foregoing clauses (w), (x), (y) and (z), the General Partner has given the Employed Limited Partner written notice (a �Notice of Breach�) within fifteen days after the General Partner becomes aware of such action and such Employed Limited Partner fails to cure such breach, failure to perform or conduct or behavior within fifteen days after receipt by the Employed Limited Partner of such Notice of Breach from the General Partner (or such longer period, not to exceed an additional fifteen days, as shall be reasonably required for such cure, provided, that such Employed Limited Partner is diligently pursuing such cure), (iii) any act of fraud, misappropriation, dishonesty, embezzlement or similar conduct against the Blackstone Holdings Partnerships, their subsidiaries and their affiliated entities, or (iv) conviction (on the basis of a trial or by an accepted plea of guilty or nolo contendere) of a felony or crime (including any misdemeanor charge involving moral turpitude, false statements or misleading omissions, forgery, wrongful taking, embezzlement, extortion or bribery), or a determination by a court of competent jurisdiction, by a U.S. federal or state or comparable non-U.S. regulatory body or by a self-regulatory body having authority with respect to U.S. federal or state or comparable non-U.S. securities laws, rules or regulations of the securities industry, that such Employed Limited Partner individually has violated any U.S. federal or state or comparable non-U.S. securities laws or any rules or regulations thereunder, or any rules of any such self-regulatory body (including, without limitation, any licensing requirement), if such conviction or determination has a material adverse effect on (A) such Employed Limited Partner ability to function as a senior managing director or employee, as applicable, of the Blackstone Holdings Partnerships, their subsidiaries and their affiliated entities, taking into account the services required of Employed Limited Partner and the nature of the business of the Blackstone Holdings Partnerships, their subsidiaries and their affiliated entities or (B) the business of the Blackstone Holdings Partnerships, their subsidiaries and their affiliated entities.  �Certificate� has the meaning set forth in the preamble of this Agreement. �Change of Control� means the occurrence of any Person, other than a Person approved by the current Issuer General Partner, becoming the general partner of the Issuer. �Charity� means any organization that is organized and operated for a purpose described in Section 170(c) of the Code (determined without reference to Code Section 170(c)(2)(A)) and described in Code Sections 2055(a) and 2522. �Class� means the classes of Units into which the interests in the Partnership may be classified or divided from time to time pursuant to the provisions of this Agreement. �Class A Units� means the Units of partnership interest in the Partnership designated as the lass A Units� herein and having the rights pertaining thereto as are set forth in this Agreement. �Code� means the Internal Revenue Code of 1986, as amended from time to time. �Common Units� means common units representing limited partner interests of the Issuer. �Contingencies� has the meaning set forth in Section 9.03(b). �Control� (including the terms �Controlled by� and �under common Control with�) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, as trustee or executor, by contract or otherwise, including, without limitation, the ownership, directly or indirectly, of securities having the power to elect a majority of the board of directors or similar body governing the affairs of such Person. �Credit Amount� has the meaning set forth in Section 4.01(b)(ii) of this Agreement. �Creditable Non-U.S. Tax� means a non-U.S. tax paid or accrued for United States federal income tax purposes by the Partnership, in either case to the extent that such tax is eligible for credit under Section 901(a) of the Code.  A non-U.S. tax is a Creditable Non-U.S. Tax for these purposes without regard to whether a partner receiving an allocation of such non-U.S. tax elects to claim a credit for such amount.  This definition is intended to be consistent with the definition of reditable Non-U.S. Tax� in Temporary Treasury Regulations Section 1.704-1T(b)(4)(xi)(b), and shall be interpreted consistently therewith.  �Delaware Arbitration Act� has the meaning set forth in Section 11.10(d) of this Agreement. �Disability� means, as to any Person, such Person inability to perform in all material respects his or her duties and responsibilities to the General Partner, or any of its Affiliates, by reason of a physical or mental disability or infirmity which inability is reasonably expected to be permanent and has continued (i) for a period of six consecutive months or (ii) such shorter period as the General Partner may reasonably determine in good faith. �Disabling Event� means the General Partner ceasing to be the general partner of the Partnership pursuant to Section 17-402 of the Act. �Dissolution Event� has the meaning set forth in Section 9.02 of this Agreement. �Employed Limited Partner� means any Limited Partner that is employed by or providing services to the Issuer General Partner, the Issuer, the General Partner, the Partnership or any of its subsidiaries at the time in question, and any Personal Planning Vehicle of such Limited Partner. �Encumbrance� means any mortgage, claim, lien, encumbrance, conditional sales or other title retention agreement, right of first refusal, preemptive right, pledge, option, charge, security interest or other similar interest, easement, judgment or imperfection of title of any nature whatsoever. �ERISA� means The Employee Retirement Income Security Act of 1974, as amended. �Exchange Act� means the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.   �Exchange Agreement� means the exchange agreement dated as of or about the date hereof among the Issuer, the Bla ckstone Holdings Partnerships and the limited partners of the Blackstone Holdings Partnerships from time to time, as amended from time to time. �Exchange Transaction� m