EFTA02725240

FIRST AMENDMENT TO THE LIMITED PARTNERSHIP AGREEMENT OF BLACK FAMILY PARTNERS, L.P. This First Amendment dated December 2009 (this "Amendment"), by BLACK FAMILY GP, LLC, as general partner (the "General Partner"), to the Limited Partnership Agreement of Black Family Partners, L.P. (the "Original Agreement"), dated as of May 17, 2007. RECITALS WHEREAS: 1. LBF Holdings, LLC, Leon D. Black ("Leon"), AIF IV Management, Inc., The Black 2006 Family Trust, the Black Family 1997 Trust, and the trustees of eight trusts for the benefit of Leon's children are limited partners of the Partnership (the "Limited Partners"). 2. The rights and obligations of the General Partner and the Limited Partners with respect to the Partnership are set forth in the Original Agreement. 3. Section 12.1 of the Original Agreement provides that the Original Agreement may be amended only with the unanimous agreement of all of the Partners. 4. The General Partner and the Limited Partners now desire to amend the Original Agreement. NOW, THEREFORE: 1. The General Partner hereby amends the Original Agreement by replacing Section 5.4 with the following: "5.4 Distributions. The Partnership may make distributions to the Partners in cash or in-kind at such times and in such amounts as the General Partner may determine, and the value of such distributions as determined by the General Partner shall be charged against the respective Capital Accounts of the Partners. Distributions shall be shared among the Partners in accordance with their respective Sharing Ratios. Notwithstanding any provision to the contrary contained in this Agreement, the Partnership shall not make a distribution to any Partner on account of such Partner's interest in the Partnership if such distribution would violate Section 17-607 of the Act or other applicable law." 2. The above amendment shall be effective immediately. MACTIVEM3246676.01126504.0001 EFTA_R1_02212689 EFTA02725240 IN WITNESS WHEREOF, the Partners have executed this Amendment as of the date first written above. GENERAL PARTNER: BLACK FAMILY GP, LLC Z j LEON D. BLACK, Manager LIMITED PARTNERS: LEON D. BLACK, individually LBF HOLDINGS, LLC LEON D. BLACK, Manager AZ/ LEON D. BLACK, as Trustee of the BLACK 2006 FAMILY TRUST , as Trustee of 2006 FAMILY TRUST US_ACTIVE:143246676 \ 0026504.0001 2 EFTA_R1_02212690 EFTA02725241 AN, as Trustee of e BLA K FAMILY 1997 TRUST D BRA R. BLAC the BLACK FAMI Y 1997 TRUST , as Trustee of B Y J. • N, as Trustee of the BLACK ELY 1997 TRUST RICHARD RESSLER, as Trustee of the BLACK FAMILY 1997 TRUST DEBRA R. BLACK, as Trustee of the TRUST F/B/O BENJAMIN ELI BLACK U/A/D November 30, 1992 between LEON D. BLACK, as Settlor, and DEBRA R. BLACK, BARRY J. COHEN and JOHN J. HANNAH. as trustees BkRR'f J. CO the TRUST F/BAD JAMIN ELI BLACK U/A/D Nov mber 30, 1992 between LEON D. BLACK, as Settlor, and DEBRA R. BLACK, BARRY J. COHEN and JOHN J. HANNAN, as trustees US_ACTIVEN32A6676,01V26304.0001 3 EFTA_R1_02212691 EFTA02725242 J. 1 AN, as Trustee of TRUSYF/B/O BENJAMIN ELI BLACK U/A/D November 30, 1992 between LEON D. BLACK, as Settlor, and DEBRA R. BLACK, BARRY J. COHEN and JOHN J. HANNAN, as trustees q ajk DEBRA R. BLACK, as Trustee of the TRUST F/B/O JOSHUA MAX BLACK U/A/D November 30, 1992 between LEON D. BLACK, as Senior, and DEBRA R. BLACK, BARRY J. COHEN and JOHN J. HANNAN, as trustees BARRY J , as Trustee of the TRUST F/B/ JOSHUA MAX BLACK U/A/D November 30, 1992 between LEON D. BLACK, as Settlor, and DEBRA R. BLACK, BARRY J. COHEN and JOHN J. HANNAN, as trustees , as Trustee of the TRUSt F/B/O JOSHUA MAX LACK U/A/D November 30, 1992 between LEON D. BLACK, as Settlor, and DEBRA R. BLACK, BARRY J. COHEN and JOHN J. HANNAN, as trustees US_ACTIVEA43246670111 V6501.0001 4 EFTA_R1_02212692 EFTA02725243 DEBRA R. BLACK, Is Trustee of the TRUST FM/O ALEXANDER SAMUEL BLACK U/A/D November 30, 1992 between LEON D. BLACK, as Senior, and DEBRA R. BLACK, BARRY J. COHEN and JOHN J. HANNAN, as trustees Y J. rCO N, as Trustee o the TRUST F O ALEXANDER SAMUEL BLACK U/A/D November 30, 1992 between LEON D. BLACK, as Settlor, and DEBRA R. BLACK, BARRY J. COHEN and JOHN J. HANNAN, as trustees NNAN, as Trustee of /the TRUST F/B/O ALEXANDER AMUEL BLACK U/A/D November 30, 1992 between LEON D. BLACK, as Senior, and DEBRA R. BLACK, BARRY J. COHEN and JOHN J. HANNAN, as trustees /7 BRA R. BLACK, as Trustee of the TRUST F/B/O VICTORIA RACHEL BLACK U/A/D November 30, 1992 between LEON D. BLACK, as Senior, and DEBRA R. BLACK, BARRY J. COHEN and JOHN J. HANNAN, as Trustees US_ACTIVE:VI32A667001126504.0001 5 EFTA_R1_02212693 EFTA02725244 BARRY J. C u HE , as Trus the TRUST F /O VICTORIA RACHEL BLACK U/A/D November 30, 1992 between LEON D. BLACK, as Senior, and DEBRA R. BLACK, BARRY J. COHEN and JOHN J. HANNAN, as Trustees NA PC, as Trustee of F/B/O VICTORIA CHEL BLACK U/A/D November 30, 1992 between LEON D. BLACK, as Senior, and DEBRA R. BLACK, BARRY J. COHEN and JOHN 1 HANNAN, as Trustees ARRY J. C N, as Trus the TRUST F / 1 BENJAMIN ELI BLACK U/A/D August 1, 1988 between LEON D. BLACK, as Senior, and BARRY J. COHEN, as Trustee BARRY" J. CO , as Trustee of the TRUST F O OSHUA MAX BLACK U/A/D ugust 1, 1988 between LEON D. BLACK, as Senior, and BARRY J. COHEN, as Trustee US_AC1IVEN43246676101l26504.0001 6 EFTA_R1_02212694 EFTA02725245 BARRY J N, as Trustee of the TRUST F /0 ALEXANDER SAMUEL BLACK U/A/D August 1, 1988 between LEON D. BLACK, as Senior, and BARRY J. COHEN, as Trus BARRY HEN, as Trustee of the TR ST F/B/O VICTORIA RACHEL BLACK U/A/D August 1, 1988 between LEON D. BLACK, as Senior, and BARRY J. COHEN, as Trustee '. ..‘. AM MANAGEMENT, INC. US_ACTIVEM3246676101S26504.0001 7 EFTA_R1_02212695 EFTA02725246