11.

BORROWINGS

On July 13, 2012, an indirect subsidiary of Blackstone entered into an amendment to the $1.02 billion revolving credit facility (the “Credit Facility”) with Citibank, N.A., as Administrative Agent. The amendment increased the borrowing capacity from $1.02 billion to $1.1 billion and extended the maturity date of the Credit Facility from April 8, 2016 to July 13, 2017. As of June 30, 2012, Blackstone had no outstanding borrowings under the Credit Facility.

The carrying value and fair value of the Blackstone issued notes as of June 30, 2012 and December 31, 2011 were:


	June 30, 2012				December 31, 2011
	Carrying Value		Fair Value (a)		Carrying Value		Fair Value (a)
Blackstone Issued 5.875%, $400 Million Par, Notes Due 3/15/2021	$	398,310	$	418,480	$	398,237	$	404,160
Blackstone Issued 6.625%, $600 Million Par, Notes Due 8/15/2019	$	660,149	$	655,260	$	653,467	$	640,440

(a)	Fair value is determined by broker quote and these notes would be classified as Level II within the fair value hierarchy.

Included within Loans Payable and Due to Affiliates are amounts due to holders of debt securities issued by Blackstone’s consolidated CLO vehicles. At June 30, 2012 and December 31, 2011, the Partnership’s borrowings through consolidated CLO vehicles consisted of the following:


	June 30, 2012					December 31, 2011
	Borrowing Outstanding		Weighted Average Interest Rate	Weighted Average Remaining Maturity in Years		Borrowing Outstanding		Weighted Average Interest Rate	Weighted Average Remaining Maturity in Years
Senior Secured Notes	$	11,927,078	1.66%		4.7	$	8,250,418	1.96%		4.3
Subordinated Notes		1,424,900	(a)		5.5		1,117,571	(a)		7.2

	$	13,351,978				$	9,367,989

(a)	The Subordinated Notes do not have contractual interest rates but instead receive distributions from the excess cash flows of the CLO vehicles.

Included within Senior Secured Notes and Subordinated Notes as of June 30, 2012 are amounts due to non-consolidated affiliates of $22.0 million and $317.2 million, respectively. The fair value of Senior Secured and Subordinated Notes as of June 30, 2012 was $10.5 billion and $701.6 million, respectively, of which $15.7 million and $191.1 million represents the amounts due to affiliates.

Included within Senior Secured Notes and Subordinated Notes as of December 31, 2011 are amounts due to non-consolidated affiliates of $101.8 million and $323.6 million, respectively. The fair value of Senior Secured and Subordinated Notes as of December 31, 2011 was $7.4 billion and $630.2 million, respectively, of which $86.9 million and $205.4 million represents the amounts due to affiliates.

The Loans Payable of the consolidated CLO vehicles are collateralized by assets held by each respective CLO vehicle and assets of one vehicle may not be used to satisfy the liabilities of another. As of June 30, 2012 and December 31, 2011, the fair value of the consolidated CLO assets was $12.5 billion and $8.7 billion, respectively. This collateral consisted of Cash, Corporate Loans, Corporate Bonds and other securities.

Scheduled principal payments for borrowings as of June 30, 2012 were as follows:


	Operating Borrowings		Blackstone Fund Facilities / CLO Vehicles		Total Borrowings
2012	$	594	$	7,606	$	8,200
2013		1,188		85,192		86,380
2014		5,040		289,770		294,810
2015		—		624,007		624,007
Thereafter		1,000,000		12,362,341		13,362,341

Total	$	1,006,822	$	13,368,916	$	14,375,738