McDermott Will&Emery Now Yolk MEMORANDUM Date: August 14, 2012 To: Leon D. Black From: Elyse G. Kirschner Re: The Amendment and Restatement of the Black Family 1997 Trust Agreement Following is an explanation of the principal provisions of the Amendment and Restatement of the Black Family 1997 Trust Agreement and the anticipated tax consequences of certain of its provisions. I. The Black Family 1997 Trust A. Trust Fund The Black Family 1997 Trust holds an interest in Black Family Partners and a significant amount of other investments. On December 28, 2009, you divided the Black Family 1997 Trust into two shares, one of which continues to be known as the Black Family 1997 Trust (the "Family Trust") and the other of which is known as the Black Family 1997 GST Exempt Trust (the "GST Exempt Trust"). The trustees of the Black Family 1997 Trust allocated property worth $2,952,085 to the GST Exempt Trust in order to fully utilize the generation-skipping transfer ("GST") tax exempt amount that was available to you in 2009.1 This Amendment and Restatement of the Trust Agreement pertains only to the Family Trust, and not to the GST Exempt Trust. B. Governing Law The trustees will move the situs of administration and governing law of the Family Trust from New York to Delaware. It is intended that while at least one of you and Debra is alive and competent, the Family Trust will be a so-called "directed trust." This means that U.S. Trust Company of Delaware ("U.S. Trust"), which will be the initial "administrative trustee," will be responsible for all administrative activity relating to the Family trust (for example, maintaining accounts, maintaining trust records and preparing tax returns). The administrative trustee will not have any involvement in investment decisions or distribution decisions, or in decisions to amend the trust agreement. For 2009, each individual was permitted to transfer up to $3.5 million to persons two or more generat