BLACK FAMILY ESTATE PLANNING DOCUMENTS

BLACK FAMILY ESTATE PLANNING DOCUMENTS As of April 3, 2013 Instrument Tax Provisions Trustee Provisions Dboosidve Provision% Initial Funding Black 2006 Family Trust 12/21/06, Amended 12/1/10 Leon Black, Settlor. Leon New York law governs. Prepared by Weil Gotshal & Manges. Grantor Trust. Not GST Exempt. Trusts last for the NY perpetuities period. Leon Black, John Hannan, and Richard Ressler, Trustees. Leon has no discretion regarding distributions. Leon (and after his death, Debra) can appoint and remove Trustees. After death of Leon and Debra, child can appoint and remove Trustees (can appoint himself/herself) after age 25. Compensation While Leon and Debra are living, this is a single trust for Leon's issue and Debra: • Leon gets all Trust Accounting Income. • Trustee may pay remaining income and principal for Debra's health, education, maintenance and support • Independent Trustee may pay remaining income and principal to any beneficiary (including Debra) for any purpose. Children's Trusts. After death of Leon and Debra, trust is divided Trust was the recipient of the remainders of the 2006 Judah Investment Trusts A-K, which terminated December 20, 2008. per capita for Leon's living children (no share for descendants of a deceased child) and each share is held in a separate trust: • Independent Trustees may pay income and principal to the child for any purpose. • Leon requests 10% of assets be paid to the child at age 35 if appropriate. • After age 25, child can (i) withdraw 3% of trust assets each year and (ii) appoint trust assets to Leon's issue (other than the child). • Upon child's death any assets not appointed will be paid to the child's issue (to be held in further trust). Remote Takers. Leon's heirs at law. Trust is silent regarding compensation so NY statutory compensation should apply (annual: 30 bps on value of trust principal and 1% of principal distributions). Black Family 1997 Trust 7/30/97 Grantor Trust. Partially GST exempt (see Debra Black, Barry Cohen, John Hannan and Richard Ressler, Trustees. Compensation. While Leon and Debra are living, this is a single trust for Leon's issue and for Debra. Independent Trustees may pay income and principal to them for any purpose. Trust was the recipient of the remainders of GRATs created in 1997 and 1998. On 12/28/09 the Trust EFTA01088276 Instrument Tax Provisions Trustee Provisions Dispositive Provisions Initial Funding Leon Black, Senior. Funding). Debra is not entitled to Children's Trusts. After death of Leon and Debra, trust is divided was divided into two sub- New York law Trusts last for the NY compensation. per capita for Leon's living children (no share for descendants of a trusts: • A GST exempt Trust deceased child) and each share is held in a separate trust: governs. Prepared by Weil Gotshal & Manges. period. While Leon and Debra are perpetuities living, other Trustees am entitled to annual commissions (but not paying out commissions) • Independent Trustees may pay income and principal to the child for any purpose. • Leon requests 10% of assets be paid to the child at age 35 if with $2,952.085 cash to which Leon allocated GST exemption; and equal to the lesser of (i) appropriate. • A Non-GST exempt NY statutory annual • After age 25, child can (i) withdraw 3% of trust assets each Trust, which the commissions and (ii) year and (ii) appoint trust assets to Leon's issue (other than the balance of the Trust $250,000. child) at the child's death. corpus. • Upon child's death any assets not appointed will be paid to the child's issue (to be held in further trust). Remote Takers. Leon's heirs at law. - 2 - EFTA01088277 Instrument Tax Provisions Trustee Provisions Dbnositive Provisions Initial Funding Black 2011 Family Trust Agreement 6/10/11 Leon Black, Settlor. Delaware law governs. Prepared by McDermott Will & Emery. Grantor Trust. Not GST Exempt. Trusts are perpetual. Debra Black, Barry Cohen, and John Hannan, Trustees. U.S. Trust (directed) Administrative Trustee. After death of Leon and Debra, child can appoint himself/herself as a co- Trustee after age 35. Compensation. Creates separate trusts for each of Leon's children (BEB 2011 Trust JMB 2011 Trust, ASB 2011 Trust and VRB 2011 Trust). • Until age 25, Trustee has discretion to pay child income. Child receives all income after 25. • Trustee may distribute principal to the child for any purpose • After death of Leon and Debra, if over 35, child can appoint (effective at his/her death) trust principal among Leon's issue. • Upon child's death, any assets not appointed will pass to the child's issue (to continue in further trust). Remote Takers. 1/3rd to Judy Black or her issue; 2/3rds to Debra's Trust was the recipient of the assets held in four separate trusts under each of the Black 1988 Trust and the Black 1992 Trust when such trusts were decanted in 2011 to this Trust. Each of the 4 trusts under this Agreement invested 100% of its assets in the LDB 2011 LLC. US Trust gets its fee schedule. Barry, John and Debra get no compensation. brothers or their issue. .ludah 2009 Investment Trust 8/13/09 Leon Black, Settlor. New York law governs. Prepared by McDermott Will & Emery. Grantor Trust. Not GST exempt. Leon Black and John Hannan. Compensation. Trust is a 4-year zeroed-out GRAT. Annuity payments to Leon increased 20% each year. At end of term: • If Leon is living, remainder to Black Family 1997 Trust. • If Leon is deceased, remainder is distributed as follows: > Includible property passes as Leon appoints. Any unappointed property passes to Debra if they were married at Leon's death. > Property not included in Leon's estate will pass to the Black Family 1997 Trust. Remote Takers. Leon's heirs at law. GRAT was funded with Leon's limited partnership interests in Black Family Partners (currently holds about a 9% interest). Trust prohibits payments for other than the annuity- which should prohibit Trustee's compensation. - 3 - EFTA01088278 Instrument Tax Provisions Trustee Provisions Dispositive Provisions Initial Funding Mallory Trust 12/13/12 Debra Black, Senior. New York law governs. Prepared by McDermott Will & Emery. Grantor Trust as to Debra. GST Exempt. Trusts last for the NY perpetuities period. Debra Black, Leon Black and Richard Ressler, Trustees. Debra has no discretion regarding distributions. Debra (and after her death, Leon) can appoint/remove Trustees. After death of Debra and Leon, children age 35 can appoint/remove Trustees (can appoint himself/herself). Compensation. While Debra and Leon are living, this is a single trust for Debra's issue and for Leon. Independent Trustees may pay income and principal to them for any purpose. • Leon has power to appoint the Trust among Debra's issue (effective upon Debra's death). • Independent Trustees may grant Debra a non-taxable power to appoint principal (but not income) upon her death. Children's Trusts. After death of Debra and Leon, any unappointed Gift of S-I million cash. property is divided per stirpes for Debra's issue and each share is held in a separate trust: • Trustees must pay income for child's health, education, maintenance and support (considering other resources). • Trustee may pay income and principal to the child for any purpose • If over 35, the child can appoint (effective upon his/her death) income and principal among Debra's issue (other than his/her estate). • Upon child's death, any assets not appointed will pass to the child's issue (to continue in further trust). Remote Takers. Debra's heirs at law. Trust is silent regarding compensation so NY statutory compensation should apply. -4- EFTA01088279 Instrument Tax Provisions Trustee Provisions Disnositis c Provisions Initial Funding Leon D. Black 1999 Grantor Norman Brownstein, While Leon is living, the Trustees may pay income and principal to Trust is funded pursuant Life Insurance Trust. Trustee. Debra and Leon's issue for any purpose. to a Split Dollar Trust #1 9/13/99 Partially GST Exempt: John Hannan, successor Trustee to Norman. After Leon's death, trust continues until Debra's death: • Trustees may pay income and principal to Debra and Leon's Agreement between the Trustees and AIF IV Management, Inc. Leon Black, Senior. Colorado law governs. • GST allocated 1999 to 2008. Individual Trustees may appoint successors (but can't supersede John's appointment). issue. • Trustees must pay Debra principal as she requests for her health, education, maintenance or support. The Agreement covers several individual life insurance policies on Prepared by Rubin Leon's life with a Baum Levin • Elected No more than 3 Trustees Children's Trusts. After death of Leon and Debra, Trust is divided combined death benefit of per stitpes for Leon and Debra's issue and each share is held in a Constant & out 2009- can act. $50 million. Friedman. 2011. Compensation. separate trust: Trusts last for the CO. While Leon is living, Trustees receive no • Until age 21, Trustee has discretion to pay child income. Child receives all income after 21. perpetuities period. compensation. • Trustee may distribute principal to the child for any purpose After Leon's death, Trustees are entitled to Colorado statutory compensation. • Upon child's death, remaining assets will be paid to such of the child's issue as the child appoints. Any assets not appointed will be paid to the child's issue per suites (to be held in further trust). Remote Taker. Leon Black Family Foundation (for medical research and promotion of Judaica, art & culture and education). EFTA01088280 Instrument Tax Provisions Trustee Provisions Dispositive Provisions Initial Funding Leon D. Black 1999 Grantor Norman Brownstein, After death of Leon and Debra, Trust is divided per stirpes for Leon Trust is funded pursuant Life Insurance Trust. Trustee. and Debra's issue and each share is held in a separate trust: to a Split Dollar Trust #2 Agreement between the 9/13/99 Partially GST • Until age 21, Trustee has discretion to pay child income. Child Trustees and AIF IV Management, Exempt: receives all income after 21. Inc. Colorado law governs. • GST allocated • Trustee may distribute principal to the child for any purpose The Agreement covers Prepared by Rubin 1999 to • Upon child's death, remaining assets will be paid to such of the child's issue as the child appoints. Any assets not appointed several life insurance policies on the joint lives Baum Levin 2008. will be paid to the child's issue per stirpes (to be held in further of Leon and Debra with a Constant & • Elected trust). combined death benefit of Friedman. out 2009- $100 million. WE DO NOT 2011 HAVE THIS DOCUMENT- Chart is based upon summary by drafting attorney. Trusts last for the CO. perpetuities period. - 6 - EFTA01088281 Instrument Tax Provisions Trustee Provisions Dispositive Provisions Initial Funding Debra and Leon Grantor Barry Cohen, Trustee. While Leon and Debra are living, trust is largely inactive as it holds Funded with premium Black Insurance Trust Trust. Ba rry may a pp oint only second-to-die insurance on their joint lives. payments to purchase a second-to-die policy on 9/14/92 Not GST additional and successor • Independent Trustees may pay income and principal to their joint lives of Debra and Leon and Debra Black, Settlors. New York law exempt (elected out since inception). Trustees. No more than 3 Trustees can act. issue for any purpose. Children's Trusts. After death of Leon and Debra, Trust is divided Leon. per slirpes for Leon and Debra's issue and each share is held in a governs. Trusts last for Compensation. separate trust: Prepared by Strook the NY Trust is silent regarding • Until age 25, Trustee has discretion to pay child income. Child & Strook & Lavan. perpetuities period. compensation so NY statutory compensation should apply. receives all income after 25. • Trustee may distribute principal to the child for any purpose. • Trustee is authorized, if advisable, to pay 1/4th of the principal to the child at age 30, another 1/3rd at age 35, another 1/2 at age 40 and the balance at age 45. • Upon child's death, remaining assets will be paid to the child's issue (to be held in further trust). Remote Takers. 2/3rds to Debra's brothers or their issue; 1/3rd to Leon's sister, Judy, or her issue. - 7 - EFTA01088282 Instrument Executor/Trustee Provisions Diapositive Provisions Initial Funding Will of Leon D. Black 9/30/97 New York law governs. Prepared by Weil Gotshal & Manges. Debra Black, Barry Cohen, John Hannan, and Richard Ressler are named Co- Executors. Anthony Ressler is successor Executor if two of above fail to act. Compensation. Executors are directed to pay funeral & administration expenses and to pay off Leon's debts. Estate taxes on property passing under Leon's Will and under the Leon D. Black 1997 Revocable Trust (the "1997 Revocable Trust") are to be paid from the 1997 Revocable Trust. Leon gives the remainder of his estate to the Trustees of the1997 Revocable Trust. Leon does not exercise any powers of appointment he may have. Will include all assets owned by Leon individually at his death. Debra receives no compensation. Aggregate commissions for each other Executor is lesser of (i) NY statutory commissions (but not for paying out to Trustees of Revocable Trust) and (ii) $250,000, CPI adjusted. Leon D. Black 1997 Revocable Trust 9/30/97, amended 12/6/97 Leon Black, Settlor New York law governs. Prepared by Weil Gotshal & Manges. Leon D. Black 1997 Leon is sole Trustee during his lifetime. Debra Black, Barry Cohen, John Hannan and Richard Ressler are successor co- Trustees. After age 30, child may be a co-Trustee of his/her separate trust and after age 40, may designate additional/successor Trustees. Compensation. Upon Leo's death: Tangibles. Will receive Leon's residuary estate under his Will. • Art individually owned, first edition books and cane collection pass to a Marital Trust, or if Debra predeceases, equally to children and held in their trusts. • Other tangibles to Debra outright, or to the children equally if , she predeceases. Residences. pass to Debra outright. Sold if she predeceases. Debra receives no compensation. Aggregate commissions for each other Trustee is lesser of (i) NY statutory commissions (no paying out commissions) and (ii) $250,000, CPI adjusted. Pecuniary Bequests. • $25 MM less insurance proceeds received to Debra. • If Debra predeceases, remaining GST exemption is divided for issue per stirpes and held in children's trusts. - 8 - EFTA01088283 Instrument ExecutorlTrustee Provisions Dispositive Provisions Initial Funding Revocable Trust - • $5 MM in Trust for Judy Black: continued Tr Judy gets all income quarterly and Trustees may pay her principal. Tr Trust terminates on Judy's death and passes to her issue. Marital Trust. Rest of estate passes to Marital Trust. Debra gets all income. Independent Trustees may pay her principal not exceeding 20% of original trust corpus. Upon her death: • Trustees pay death taxes attributable to Marital Trust. • Balance is divided by representation, and held in the children's trusts. Children's Trusts. • Independent Trustees may pay income and principal to the child for any purpose. • Leon requests 10% of assets be paid to the child at age 35 if appropriate. • After age 25, child can (i) withdraw 3% of trust assets each year and (ii) appoint trust assets to Leon's issue (other than the child) at the child's death. • Upon child's death any assets not appointed will be paid to the child's issue (to be held in further trust). Remote Takers (i) $50 MM to Judy; (ii) $20 MM to Jon Ressler; (iii) $20 MM to Ira and Dorothy Ressler; (iv) $10 MM to each of Samantha, Jillian, Andrew, Rebecca, Matthew, Michael, Oliver and Nickolas Ressler; (v) $10 MM to Jonathan Levine, (vi) $5 MM to Marilyn Stewart; balance to Leon Black Family Foundation. - 9 - EFTA01088284 Instrument Tax Provisions Trustee Provisions Dispositiv e Provisions Initial Funding Benjamin Black 2010 Trust 12/10/10 Benjamin Black, Senior. Delaware law governs. Prepared by Weil Gotshal & Menges. Grantor Trust as to Ben. Not a completed gift. Not GST exempt. Trusts are perpetual. Leon Black, Trustee. U.S. Trust fully directed Trustee. Debra Black, Trust Advisor. Leon (and after his death, Debra) can appoint Trustees. Compensation. This is a self-settled trust for Ben. Trust Advisor can direct payments to Ben for any purpose. Ben has a power by Will to appoint property to anyone (other than himself, his estate, or the creditors of either). Children's Trusts. Upon Ben's death, unappointed property will Originally funded with a promissory note issued to Ben from the Black 1992 Trust and later reissued by the BEB 2011 Trust under the Black 2011 Family Trust. Note was cancelled and reissued 12/12 as two notes: one for $3.25 MM and one for $5.12 MM. continue in separate lifetime trusts for his issue or if none, for Leon and Debra's issue. • Individual Trustees may pay income and principal to the child for any purpose and must do so for health, education, maintenance and support. • Upon child's death, any assets not appointed will pass to the child's issue (to continue in further trust). Remote Takers: Ben's heirs at law. U.S. Trust gets its fee schedule. Other Trustees are not compensated. Joshua Max Black 2011 Trust 12/20/12 Joshua Black, Senior. Delaware law governs. Prepared by McDermott Will & Emery. Grantor Trust as to Josh. Not a completed gift. Not GST exempt. Trusts are perpetual. Leon Black, Trustee. U.S. Trust (directed) Administrative Trustee. Debra Black, Trust Advisor. Debra) can appoint Leon (and after his death, Trustees. Compensation. This is a self-settled trust for Josh. Trust Advisor can direct payments to Josh for any purpose. Josh has a power by Will to appoint property to anyone (other than himself, his estate, or the creditors of either). Children's Trusts. Upon Josh's death, unappointed property will Funded with a $5.8 MM promissory note issued to Josh from the JMB 2011 Trust under the Black 2011 Family Trust. continue in separate lifetime trusts for his issue or if none, for Leon and Debra's issue. • Individual Trustees may pay income and principal to the child for any purpose and must do so for health, education, maintenance and support. • Upon child's death, any assets not appointed will pass to the child's issue (to continue in further trust). Remote Takers: Josh's heirs at law. U.S. Trust gets its fee schedule. Other Trustees are not compensated. - 10 - EFTA01088285 Instrument Tax Provisions Trustee Provisions Dispositive Provisions Initial Funding Yggdrasil Trust 12/20/12 Benjamin Black, Senior. New York law governs. Prepared by McDermott Will & Emery. Grantor Trust as to Ben. GST exempt. Trusts last for the NY perpetuities period. Leon Black, Trustee. Ben can appoint and remove Trustees. Compensation. During Ben's lifetime, trust is a single trust for Ben's issue and Debra. • Independent Trustees may pay income and principal to them for any purpose. • Independent Trustees may grant Ben a power at death to appoint principal (but not income) to anyone other than himself, his estate, or the creditors of either. Children's Trusts. After Ben's death, unappointed property is Funded with a $5.12 MM promissory note issued to Ben from the BEB 2011 Trust under the Black 2011 Family Trust. Trust is silent regarding compensation so NY statutory compensation should apply. divided per stirpes for Ben's issue and each share held in a separate lifetime trust: • Independent Trustees may pay income and principal to the child for any purpose and must do so for health, education, maintenance and support. • After 35, child can appoint trust property to Ben's issue (but not to himself/herself). • Upon child's death, any assets not appointed will pass to the child's issue (to continue in further trust). Remote Takers. Ben's heirs at law. EFTA01088286 Instrument Tax Provisions Trustee Provisions Diapositive Provisions Initial Funding Tron Trust Grantor Trust Leon Black, Trustee. During Josh's lifetime, trust is a single trust for his issue and Debra. Funded with a $5.12 MM 12/20/12 as to Josh. Josh Independent Trustees may pay income and principal to them for any promissory note issued to Joshua Black, Settlor. GST exempt. Trusts last for can appoint and remove Trustees. Compensation. Purpose. • Independent Trustees may grant Josh a power at death to Josh from the JMB 2011 Trust under the Black 2011 Family Trust. New York law the NY appoint principal (but not income) to anyone other than governs. perpetuities period. Trust is silent regarding compensation so NY himself, his estate, or the creditors of either. Prepared by statutory compensation Children's Trusts. After Josh's death, unappointed property is McDermott Will & Emery. should apply. divided per stirpes for his issue and each share held in a separate lifetime trust: • Independent Trustees may pay income and principal to the child for any purpose and must do so for health, education, maintenance and support. • After 35, child can appoint trust property to Josh's issue (but not to himself/herself). • Upon child's death, any assets not appointed will pass to the child's issue (to continue in further trust). Remote Takers: Josh's heirs at law. - 12 - EFTA01088287 Instrument Tax Provisions Trustee Provisions Dispositive Provisions Initial Funding GandaIf Trust 12/20/12 Alexander Black, Settlor. New York law governs. Prepared by McDermott Will & Emery. Grantor Trust as to Alex. GST exempt. Trusts last for the NY perpetuities period. Leon Black, Trustee. Alex can appoint and remove Trustees. Compensation. During Alex's lifetime, trust is a single trust for his issue and Debra. Independent Trustees may pay income and principal to them for any Purpose. • Independent Trustees may grant Alex a power at death to appoint principal (but not income) to anyone other than himself, his estate, or the creditors of either. Children's Trusts. After Alex's death, unappointed property is Funded with $5.12 MM cash. Trust is silent regarding compensation so NY statutory compensation should a pply. divided per stirpes for his issue and each share held in a separate lifetime trust: • Independent Trustees may pay income and principal to the child for any purpose and must do so for health, education, maintenance and support. • After 35, child can appoint trust property to Alex's issue (but not to himself herself). • Upon child's death, any assets not appointed will pass to the child's issue (to continue in further trust). Remote Takers. Alex's heirs at law. - 13 - EFTA01088288 Instrument Tax Provisions Trustee Provisions Dispositive Provisions Initial Funding Rollo Tomasi Trust Grantor Trust Leon Black, Trustee. During Victoria's lifetime, trust is a single trust for her issue and Funded with $5.12 MM 12/20/12 as to Victoria. Debra. Independent Trustees may pay income and principal to them cash. Victoria Black, Settlor. New York law governs. GST exempt. Trusts last for the NY perpetuities Victoria can appoint and remove Trustees. Compensation. for any purpose. • Independent Trustees may grant Victoria a power at death to appoint principal (but not income) to anyone other than herself, her estate, or the creditors of either. Trust is silent regarding Prepared by period. compensation so NY Children's Trusts. After Victoria death, unappointed property is McDermott Will & statutory compensation divided per srirpes for her issue and each share held in a separate Emery. should apply. lifetime trust: • Independent Trustees may pay income and principal to the child for any purpose and must do so for health, education, maintenance and support. • After 35, child can appoint trust property to Victoria's issue (but not to himself/herself). • Upon child's death, any assets not appointed will pass to the child's issue (to continue in further trust). Remote Takers. Victoria's heirs at law. IRS Circular 230 Disclosure: Pursuant to IRS Regulations. I inform you that any tax advice contained in this communication (including any attachments) is not intended or written to be used, and cannot be used by any person or entity for the purpose of (i) avoiding tax related penalties imposed by any governmental tax authority or agency, or (ii) promoting. marketing or recommending to another party any transaction or matter discussed herein. I advise you to consult with an independent tax advisor on your particular tax circumstances. - 14 - EFTA01088289