注明私募基金有限合伙协议(英文).docVIP

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 ALLO