《《精编》黑石合伙协议》由会员分享，可在线阅读，更多相关《《精编》黑石合伙协议（73页珍藏版）》请在金锄头文库上搜索。
1、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 SECUR
2、ITIES 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 T
3、HE 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 LIMITE
4、D 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 Definitions1 ARTICLE II FORMATION TERM PURPOSE AND POWERS S
5、ECTION 2 01 Formation11 SECTION 2 02 Name11 SECTION 2 03 Term11 SECTION 2 04 Offices11 SECTION 2 05 Agent for Service of Process11 SECTION 2 06 Business Purpose11 SECTION 2 07 Powers of the Partnership12 SECTION 2 08 Partners Admission of New Partners12 SECTION 2 09 Withdrawal12 ARTICLE III MANAGEME
6、NT SECTION 3 01 General Partner12 SECTION 3 02 Compensation13 SECTION 3 03 Expenses13 SECTION 3 04 Officers13 SECTION 3 05 Authority of Partners13 SECTION 3 06 Action by Written Consent or Ratification14 ARTICLE IV DISTRIBUTIONS SECTION 4 01 Distributions14 SECTION 4 02 Liquidation Distribution15 SE
7、CTION 4 03 Limitations on Distribution15 SECTION 4 04 Other Distributions15 ARTICLE V CAPITAL CONTRIBUTIONS CAPITAL ACCOUNTS TAX ALLOCATIONS TAX MATTERS SECTION 5 01 Initial Capital Contributions16 SECTION 5 02 No Additional Capital Contributions16 SECTION 5 03 Capital Accounts16 SECTION 5 04 Alloca
8、tions of Profits and Losses16 SECTION 5 05 Special Allocations16 SECTION 5 06 Tax Allocations18 SECTION 5 07 Tax Advances18 SECTION 5 08 Tax Matters18 SECTION 5 09 Other Allocation Provisions19 ARTICLE VI BOOKS AND RECORDS REPORTS SECTION 6 01 Books and Records19 ARTICLE VII PARTNERSHIP UNITS SECTIO
9、N 7 01 Units20 SECTION 7 02 Register20 SECTION 7 03 Registered Partners20 ARTICLE VIII VESTING FORFEITURE OF INTERESTS TRANSFER RESTRICTIONS SECTION 8 01 Vesting of Initial Unvested Units20 SECTION 8 02 Forfeiture of Units Held by Initial Limited Partners21 SECTION 8 03 Limited Partner Transfers22 S
10、ECTION 8 04 Minimum Retained Ownership Requirement24 SECTION 8 05 Mandatory Exchanges24 SECTION 8 06 Encumbrances25 SECTION 8 07 Further Restrictions25 SECTION 8 08 Rights of Assignees25 SECTION 8 09 Admissions Withdrawals and Removals26 SECTION 8 10 Admission of Assignees as Substitute Limited Part
11、ners26 SECTION 8 11 Withdrawal and Removal of Limited Partners26 ARTICLE IX DISSOLUTION LIQUIDATION AND TERMINATION SECTION 9 01 No Dissolution27 SECTION 9 02 Events Causing Dissolution27 SECTION 9 03 Distribution upon Dissolution27 SECTION 9 04 Time for Liquidation28 SECTION 9 05 Termination28 SECT
12、ION 9 06 Claims of the Partners28 SECTION 9 07 Survival of Certain Provisions28 ARTICLE X LIABILITY AND INDEMNIFICATION SECTION 10 01 Liability of Partners29 SECTION 10 02 Indemnification29 ARTICLE XI MISCELLANEOUS SECTION 11 01 Severability31 SECTION 11 02 Notices31 SECTION 11 03 Cumulative Remedie
13、s32 SECTION 11 04 Binding Effect32 SECTION 11 05 Interpretation32 SECTION 11 06 Counterparts32 SECTION 11 07 Further Assurances33 SECTION 11 08 Entire Agreement33 SECTION 11 09 Governing Law33 SECTION 11 10 Submission to Jurisdiction Waiver of Jury Trial33 SECTION 11 11 Expenses34 SECTION 11 12 Amen
14、dments and Waivers34 SECTION 11 13 No Third Party Beneficiaries35 SECTION 11 14 Headings35 SECTION 11 15 Construction35 SECTION 11 16 Power of Attorney36 SECTION 11 17 Letter Agreements Schedules36 SECTION 11 18 Partnership Status36 FORM OF AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF BLACK
15、STONE 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
16、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
