HIGHLY CONFIDENTIAL & TRADE SECRET BLACKSTONE REAL ESTATE ASSOCIATES ASIA L.P. SECOND AMENDED AND RESTATED AGREEMENT OF EXEMPTED LIMITED PARTNERSHIPBlackstone Group L.P. • February 28th, 2014 • Investment advice
SECOND AMENDED AND RESTATED AGREEMENT OF EXEMPTED LIMITED PARTNERSHIP, dated February 26, 2014 and with a deemed effective date of June 7, 2013, of Blackstone Real Estate Associates Asia L.P., a Cayman Islands exempted limited partnership (the “Partnership”), by and between BREP Asia L.L.C., a Delaware limited liability company (“Delaware GP”), and BREP Asia Ltd., a Cayman Islands exempted company (“Cayman GP”, and, together with the Delaware GP, the “General Partners” or, collectively, the “General Partner”), Mapcal Limited (the “Initial Limited Partner”), as initial limited partner, and the limited partners listed as Limited Partners in the books and records of the Partnership, as limited partners.
The Blackstone Group L.P. New York, NY 10154 Tel 212-583-5000Letter Agreement • February 28th, 2014 • Blackstone Group L.P. • Investment advice • New York
This letter agreement (“SMD Agreement”) sets forth the standard terms and conditions of your becoming a Senior Managing Director (“SMD”) and Chief Legal Officer of Blackstone (as defined below) as of the date set forth in Section (1) of Schedule A hereto (the “Effective Date”). Terms specific to you shall be set forth in Schedule A hereto and all restrictive covenants are set forth in Schedule B hereto. “Blackstone” or “Blackstone Entities” means The Blackstone Group L.P. (“TBG”) and its current and future affiliates; provided, that the terms “Blackstone” and “Blackstone Entities” do not include any investment fund affiliated with a Blackstone Entity or any portfolio company or underlying investment of any fund affiliated with a Blackstone Entity. The limited liability company agreement, limited partnership agreement or other governing agreement of any Blackstone Entity in which you have a partnership, membership or other participation interest, in each case now or hereafter in existen
