TABLE OF CONTENTS

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ARTICLE I

Definitions

SECTION 1.01. Defined Terms		1
SECTION 1.02. Classification of Loans and Borrowings		16
SECTION 1.03. Terms Generally		16
SECTION 1.04. Accounting Terms; GAAP		17

ARTICLE II

The Credits

SECTION 2.01. Commitments		17
SECTION 2.02. Loans and Borrowings		17
SECTION 2.03. Requests for Borrowings		18
SECTION 2.04. Funding of Borrowings		19
SECTION 2.05. Interest Elections		19
SECTION 2.06. Termination and Reduction of Commitments		20
SECTION 2.07. Repayment of Loans; Evidence of Debt		21
SECTION 2.08. Prepayment of Loans		22
SECTION 2.09. Fees		22
SECTION 2.10. Interest		23
SECTION 2.11. Alternate Rate of Interest		23
SECTION 2.12. Increased Costs		24
SECTION 2.13. Break Funding Payments		25
SECTION 2.14. Taxes		25
SECTION 2.15. Payments Generally; Pro Rata Treatment; Sharing of Set-offs		27
SECTION 2.16. Mitigation Obligations; Replacement of Lenders		28

ARTICLE III

Representations and Warranties

SECTION 3.01. Organization; Powers		29
SECTION 3.02. Authorization		29
SECTION 3.03. Enforceability		30
SECTION 3.04. Governmental Approvals		30
SECTION 3.05. Financial Statements		30
SECTION 3.06. No Material Adverse Change		31
SECTION 3.07. Title to Properties; Possession Under Leases		31

SECTION 3.08. Subsidiaries; Subsidiaries of Guarantors		31
SECTION 3.09. Litigation; Compliance with Laws		31
SECTION 3.10. Agreements		32
SECTION 3.11. Federal Reserve Regulations		32
SECTION 3.12. Investment Company Act; Public Utility Holding Company Act		32
SECTION 3.13. Use of Proceeds		32
SECTION 3.14. Tax Returns		32
SECTION 3.15. No Material Misstatements		32
SECTION 3.16. ERISA		33
SECTION 3.17. Agreement of Limited Partnership		33

ARTICLE IV

Conditions

SECTION 4.01. Effective Date		33
SECTION 4.02. Each Credit Event		35
SECTION 4.03. Additional Conditions For Each Credit Event After a Wind-Down Event		35

ARTICLE V

Affirmative Covenants

SECTION 5.01. Existence; Businesses and Properties		36
SECTION 5.02. Insurance		37
SECTION 5.03. Obligations and Taxes		37
SECTION 5.04. Financial Statements, Reports, etc. Furnish to the Administrative Agent:		37
SECTION 5.05. Litigation and Other Notices		39
SECTION 5.06. ERISA		39
SECTION 5.07. Maintaining Records; Access to Properties and Inspections		39
SECTION 5.08. Use of Proceeds		39
SECTION 5.09. Further Assurances		39
SECTION 5.10. Subsidiaries		39

ARTICLE VI

Negative Covenants

SECTION 6.01. Indebtedness		40
SECTION 6.02. Liens		40
SECTION 6.03. Certain Loans and Advances		42
SECTION 6.04. Mergers, Consolidations, Sales of Assets and Acquisitions		42
SECTION 6.05. Transactions with Affiliates		42
SECTION 6.06. Business of Borrower and the Subsidiaries		43
SECTION 6.07. Amendment of Agreement of Limited Partnership		43

SECTION 6.08. Investments of Guarantors		43
SECTION 6.09. Partners� Capital		43

ARTICLE VII

Events of Default

ARTICLE VIII

The Administrative Agent

ARTICLE IX

Miscellaneous

SECTION 9.01. Notices		47
SECTION 9.02. Waivers; Amendments		48
SECTION 9.03. Expenses; Indemnity; Damage Waiver		49
SECTION 9.04. Successors and Assigns		50
SECTION 9.05. Survival		53
SECTION 9.06. Counterparts; Integration; Effectiveness		53
SECTION 9.07. Severability		54
SECTION 9.08. Right of Setoff		54
SECTION 9.09. Governing Law; Jurisdiction; Consent to Service of Process		54
SECTION 9.10. WAIVER OF JURY TRIAL		55
SECTION 9.11. Headings		55
SECTION 9.12. Confidentiality		55
SECTION 9.13. Interest Rate Limitation		56
SECTION 9.14. Publicity		56

SCHEDULES:

Schedule 1.01(a)	Audited Guarantor Entities; Guarantors
Schedule 1.01(b)	Blackstone Funds
Schedule 2.01	Commitments
Schedule 3.08(a)	Subsidiaries
Schedule 3.08(b)	Guarantor�s Subsidiaries
Schedule 3.09	Disclosed Matters
Schedule 6.01	Existing Indebtedness
Schedule 6.02	Existing Liens

iii

CREDIT AGREEMENT dated as of December 22, 2003, among BLACKSTONE GROUP HOLDINGS L.P., a Delaware limited partnership (the �Borrower�), the LENDERS party hereto and JPMORGAN CHASE BANK, as administrative agent (in such capacity, the �Administrative Agent�).

The Borrower has requested the Lenders (such term and each capitalized term not otherwise defined having the meanings assigned in Section 1.01) to extend credit in order to enable the Borrower, subject to the terms and conditions of this Agreement, to borrow on a revolving credit basis, at any time and from time to time prior to the Maturity Date, an aggregate principal amount at any time outstanding not in excess of the lesser of (i) $750,000,000 and (ii) the then current Borrowing Base. The proceeds of any such borrowing made before the occurrence of a Wind-Down Event are to be used to repay loans outstanding under the Existing Credit Agreement and for general investment and partnership purposes. The proceeds of any such borrowing made on or after the date of the occurrence of a Wind-Down Event are to be used solely to fund commitments of the Borrower and its Affiliates from a date preceding the occurrence of such Wind-Down Event.

Accordingly, the parties hereto agree as follows:

ARTICLE I

Definitions

SECTION 1.01. Defined Terms. As used in this Agreement, the following terms have the meanings specified below:

�ABR�, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate.

�Adjusted LIBO Rate� means, with respect to any Eurodollar Borrowing for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.

�Adjusted Net Income� shall mean for any period (i) with respect to any Guarantor that is an Audited Guarantor Entity, the net income or loss for such period of such Guarantor determined in accordance with GAAP, and (ii) with respect to any Guarantor that is not an Audited Guarantor Entity, the percentage of the net income or loss for such period of each Audited Guarantor Entity of which such Guarantor is the general and/or limited partner, or in respect of which such Guarantor is the managing and/or other member, in each case that is attributable to such Guarantor by virtue of its partnership or membership interest therein, determined in accordance with GAAP.

�Administrative Agent� has the meaning assigned to such term in the caption hereof.

�Administrative Questionnaire� means an Administrative Questionnaire in a form supplied by the Administrative Agent.

�Affiliate� means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified, provided that, in any event, any Person that owns directly or indirectly 15% or more of the securities having ordinary voting power for the election of directors or other governing body of a corporation or 15% or more of the partnership or other ownership interests of any other Person (other than as a limited partner or non-voting member of such other Person) will be deemed to Control such corporation or other Person. Notwithstanding the foregoing, American International Group, Inc. and its affiliates shall be deemed not to be Affiliates.

�Agreement of Limited Partnership� means the Borrower�s Amended and Restated Agreement of Limited Partnership dated as of July 29, 1998, by and among the General Partners and the Limited Partner.

�Alternate Base Rate� means, for any day, a rate per annum equal to the greater of (a) the Prime Rate in effect on such day and (b) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1%. Any change in the Alternate Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective from and including the effective date of such change in the Prime Rate or the Federal Funds Effective Rate, respectively.

�Applicable Percentage� means, with respect to any Lender, the percentage of the total Commitments represented by such Lender�s Commitment. If the Commitments have terminated or expired, the Applicable Percentages shall be determined based upon the Commitments most recently in effect, giving effect to any assignments.

�Applicable Rate� means, for any day, with respect to any Eurodollar Borrowing, or with respect to the commitment fees payable hereunder, as the case may be, the applicable rate per annum set forth below under the caption �Eurodollar Spread� or �Commitment Fee Rate�, as the case may be, based upon the Leverage Ratio as of the relevant date of determination:

Leverage Ratio	Eurodollar Spread		Commitment Fee Rate
Category 1 Greater than 1.50 to 1.00	1.00	%	0.30	%
Category 2 Less than or equal to 1.50 to 1.00	0.75	%	0.25	%

Each change in the Applicable Rate resulting from a change in the Leverage Ratio shall be effective with respect to all Loans comprising Eurodollar Borrowings outstanding, and with respect to the commitment fees payable hereunder, on and after the date of delivery to the Administrative Agent of the financial statements and certificates required by Section 5.04(a) or (c) and Section 5.04(d), respectively, indicating such change, and until the date immediately preceding the next date of delivery of such financial statements and certificates indicating another such change. Notwithstanding the foregoing, until the Borrower shall have delivered the financial statements of the Borrower and its consolidated subsidiaries and certificates required by Section 5.04(c) and Section 5.04(d), respectively, for the fiscal quarter ending on March 31, 2004, the Leverage Ratio shall be deemed to be in Category 1 for purposes of determining the Applicable Rate. In addition, (a) at any time during which the Borrower has failed to deliver the financial statements and certificates required by Section 5.04(a) or (c) and Section 5.04(d), respectively, or (b) at any time after the occurrence and during the continuance of an Event of Default, the Leverage Ratio shall be deemed to be in Category 1 for purposes of determining the Applicable Rate.

�Assignment and Acceptance� means an assignment and acceptance entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.04), and accepted by the Administrative Agent, in the form of Exhibit A or any other form approved by the Administrative Agent.

�Audited Guarantor Entities� means (i) each of the Guarantors listed on Schedule 1.01(a) hereof under the caption �Audited Guarantor�, (ii) each of the partnerships listed on Schedule 1.01(a) hereof under the caption �Audited Partnership� for which the Guarantor set forth opposite such partnership�s name acts as general partner, (iii) each of the limited liability companies listed on Schedule 1.01(a) hereof under the caption �Audited LLC� for which the Guarantor set forth opposite such limited liability company�s name acts as member and (iv) each other Person (or if applicable, its related partnership or limited liability company) which is required to become a Guarantor in accordance with the definition of �Guarantor� (the Administrative Agent and the Borrower may supplement Schedule 1.01(a) without the consent of the Lenders to reflect new Audited Guarantor Entities). The term �Audited Guarantor Entities� shall be deemed to include Blackstone Property Management LLC and Blackstone Bridge Associates L.P.

�Availability Period� means the period from and including the Effective Date to but excluding the earlier of the Maturity Date and the date of termination of the Commitments.

�BAAM� means Blackstone Alternative Asset Management L.P.

�Blackstone Funds� means each of the investment funds listed on Schedule 1.01(b) hereof.

�Board� means the Board of Governors of the Federal Reserve System of the United States of America.

�Borrower� has the meaning assigned to such term in the caption hereof.

�Borrowing� means Loans of the same Type, made, converted or continued on the same date and, in the case of Eurodollar Loans, as to which a single Interest Period is in effect.

�Borrowing Base� means as of any date the sum of (a) 100% of the Eligible Cash Market Value on such date, (b) 75% of the Eligible Liquid Market Value on such date; (c) 55% of the Ineligible Liquid Market Value on such date; (d) 55% of the Eligible Illiquid Market Value on such date; and (e) 120% of the Guarantor Adjusted Net Income on such date.

�Borrowing Base Certificate� shall mean a certificate in the form of Exhibit C, duly completed and executed by the chief financial officer of the Borrower. In the preparation thereof, the Borrower shall be entitled to rely in good faith upon the most recent information provided to it by third parties as to the Market Value of Liquid Investments.

�Borrowing Request� means a request by the Borrower for a Borrowing in accordance with Section 2.03.

�Business Day� means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed; provided that, when used in connection with a Eurodollar Loan, the term �Business Day� shall also exclude any day on which banks are not open for dealings in dollar deposits in the London interbank market.

�Capital Lease Obligations� of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

�Cash and Carry Securities� shall mean direct obligations of the United States government the purchase of which is financed through repurchase agreements with respect to such obligations.

�Cash Equivalents� means, as of any particular date, (a) direct obligations of, or obligations guaranteed as to principal and interest by, the United States government (or guaranteed by any agency or instrumentality thereof and backed by the full faith and credit of the United States) maturing in one year or less from such date, (b) dollar denominated deposits in (including money market accounts of), or dollar denominated certificates of deposit or bankers� acceptances of, any commercial bank or trust company organized under the laws of the United States or any state thereof having capital and surplus in excess of $500,000,000 or any foreign commercial bank of recognized standing ranking among the world�s 100 largest commercial banks in terms of total assets, in each case if such deposits mature or are redeemable without penalty within one year or less from such date and if the long-term deposits of such commercial bank or trust company have been rated at least Baa by Moody�s, and at least BBB by S&P, (c) commercial paper maturing within 270 days from such date having the highest rating

of both Moody�s and S&P, (d) marketable general obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof maturing within one year from such date and rated at least Baa by Moody�s, and at least BBB by S&P, or (e) investments in The Pierpont Money Market Fund or any money market funds (other than those covered by clause (b) above) that have assets in excess of $2,000,000,000, are managed by recognized and responsible institutions and invest substantially all of their assets in obligations of the types referred to in clauses (a), (b), (c) and (d) above.

�Change in Law� means (a) the adoption of any law, rule or regulation after the date of this Agreement, (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) compliance by any Lender (or, for purposes of Section 2.12(b), by any lending office of such Lender or by such Lender�s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement.

�Code� means the Internal Revenue Code of 1986, as amended from time to time.

�Combined EBITDA� means, for any period, Combined Net Income for such period plus (a) without duplication and to the extent deducted in determining such Combined Net Income, the sum of (i) consolidated interest expense for such period, (ii) consolidated income tax expense (including the New York City unincorporated business tax) for such period, (iii) all amounts attributable to depreciation and amortization for such period and (iv) any other non-cash charges for such period, and minus (b) without duplication (i) all cash payments made during such period on account of reserves, restructuring charges and other non-cash charges added to Combined Net Income pursuant to clause (a)(iv) above in a previous period and (ii) to the extent included in determining such Combined Net Income, any extraordinary gains and all non-cash items of income for such period, all determined on a consolidated basis in accordance with GAAP.

�Combined Net Income� means, for any period, the sum, without duplication, of (i) the net income or loss of the Borrower and the Subsidiaries for such period determined on a consolidated basis in accordance with GAAP and (ii) Adjusted Net Income of the Guarantors for such period.

�Commitment� means, with respect to each Lender, the commitment of such Lender to make Loans hereunder, expressed as an amount representing the maximum aggregate amount of such Lender�s Credit Exposure hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.06 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04. The initial amount of each Lender�s Commitment is set forth on Schedule 2.01, or in the Assignment and Acceptance pursuant to which such Lender shall have assumed its Commitment, as applicable. The initial aggregate amount of the Lenders� Commitments is $750,000,000.

�Control� means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. �Controlling� and �Controlled� have meanings correlative thereto.

�Credit Exposure� means, with respect to any Lender at any time, the sum of the outstanding principal amount of such Lender�s Loans.

�Default� means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.

�Disclosed Matters� means the actions, suits and proceedings and the environmental matters disclosed in Schedule 3.10.

�dollars� or �$� refers to lawful money of the United States of America.

�Effective Date� means the date on which the conditions specified in Section 4.01 are satisfied (or waived in accordance with Section 9.02).

�Eligible Cash Market Value� means as of any date the aggregate Market Value of Liquid Investments that are cash or Cash Equivalents on such date. For purposes of computing the Eligible Cash Market Value, (A) the Market Value of any Liquid Investment that is cash or a Cash Equivalent owned by a Subsidiary shall be deemed to equal the Market Value of such cash or Cash Equivalent determined without reference to this clause (A) multiplied by a decimal representing the Borrower�s percentage ownership of the capital stock of or other equity interests in such Subsidiary; and (B) the Market Value of any Liquid Investment that is cash or a Cash Equivalent owned by a Subsidiary that is a Broker or Dealer within the meaning of the Securities Exchange Act of 1934 shall be included only to the extent that the Net Capital of such Subsidiary is in excess of the minimum amount of Net Capital required to be maintained by such Subsidiary pursuant to Rule 15c-3-1 under the Securities Exchange Act of 1934, as amended from time to time.

�Eligible Illiquid Market Value� means as of any date the aggregate Market Value of all Illiquid Investments on such date minus the sum of the amounts by which the Market Value of each individual Illiquid Investment exceeds $40,000,000 on such date. For purposes of computing the Eligible Illiquid Market Value, (A) the Market Value of any Illiquid Investment owned by a Subsidiary shall be deemed to equal the Market Value of such Illiquid Investment determined without reference to this clause (A) multiplied by a decimal representing the Borrower�s percentage ownership of the capital stock of or other equity interests in such Subsidiary; and (B) the Market Value of any Illiquid Investment owned by a Subsidiary that is a Broker or Dealer within the meaning of the Securities Exchange Act of 1934 shall be included only to the extent that the Net Capital of such Subsidiary is in excess of the minimum amount of Net Capital required to be maintained by such Subsidiary pursuant to Rule 15c-3-1 under the Securities Exchange Act of 1934, as amended from time to time.

Sample Business Contracts

ARTICLE I

Definitions

SECTION 1.01. Defined Terms. As used in this Agreement, the following terms have the meanings specified below: