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. 4 to the Form S-1 filed on June 11, 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 pre