0001047469-07-004747 Sample Contracts

FORM OF AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF
Limited Partnership Agreement • June 4th, 2007 • Blackstone Group L.P. • Investment advice • Delaware

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.

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FORM OF EXCHANGE AGREEMENT
Form of Exchange Agreement • June 4th, 2007 • Blackstone Group L.P. • Investment advice • Delaware

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

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