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HANDOUT BLACKSTONE

1. Group I

a. What is the jurisdiction of formation?

2.1 Delaware. (Helpful tax policies.)

b. What is the structure of this business partnership?

2.1 Limited partnership.

c. What is the purpose of this business?

2.4 To do any business-related legal activities. Large private equity company. They invest money

and keep a slice of the profits.

LOOK CAREFULLY FOR THIS PHRASE: FOR THE AVOIDANCE OF DOUBT

d. What is the term of the partnership?

2.7 Indefinite, until dissolved or terminated.

2. Group II

a. Who are the partners in this business?

Definitions. The limited partners are companies that buy into the agreement (hold Special Voting

Units), and the general partner is Blackstone.

b. Who will be managing the business?

7.1 Blackstone.

c. How will business decisions be made?

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7.1 and 2.4 Blackstone makes all the big decisions. Pretty much.

d. How is voting power allocated?

13.12-13 Blackstone always votes for everything.

3. Group III

a. What are the rights of the partners?

3.4 They may obtain a copy of the tax returns for each year (publicly available, yeesh), a copy of

the agreement, and a bunch of other bullshit. Blackstone has all the rights here.

b. How does profit-sharing and compensation work?

5.8 Blackstone's account gets credited, they get directly paid. Blackstone may authorize

distributions to the LPs, but he doesn't have to. Never has, either.

c. How are the partners and the partnership protected in the event of litigation?

7.7 Blackstone is protected indemnified by the partnership in almost any circumstance.

Technically Blackstone may allow limited partners, but, yeah.

d. How are conflicts resolved?

7.9 Blackstone decides who wins.

4. Group IV

a. What happens if there is a disagreement among the partners regarding a business decision?

7.9 Blackstone has sole discretion, whatever he says goes.

b. How can partners withdraw from the partnership?

c. What are the fiduciaries duties of the partners?

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2.4 Blackstone has no fiduciary duty. YOU CAN CONTRACT AROUND IT - IMPORTANT

d. What is the presumed relationship of third parties and the partners?

7.12 Blackstone has full authority, LPs have no authority. 3Ps can only rely on the actions and

words of Blackstone or its agents.

5. Group V

a. How can partners be removed from the partnership?

1.2 Blackstone can be removed by 2/3 vote of outstanding voting units, but you can't remove LPs.

b. How will the liquidation process proceed?

12.4 Liquidator is appointed by Blackstone, then disposes of the assets according to DE law.

c. How can the partnership agreement be amended?

d. What happens if a provision of this agreement is deemed invalid or unenforceable?

16.9 Severable.