McDermott Will&Emery MEMORANDUM Date: August 14, 2012 To: Leon D. Black From: Elyse G. Kirschner Re: The Amendment and Restatement of the Black 2006 Family Trust Agreement Following is an explanation of the principal provisions of the Amendment and Restatement of the Black 2006 Family Trust Agreement you asked us to prepare for you and the anticipated tax consequences of certain of its provisions. I. The Black 2006 Family Trust A. Trust Fund You were the creator of the trust. The trust currently holds assets worth over $1 billion, including a 74% interest in Black Family Partners. B. Governing Law The trustees will move the situs of administration and governing law of the trust from New York to Delaware. It is intended that while at least one of you and Debra is alive and competent, the 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 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. C. Dispositive Provisions 1. Distributions The trust agreement provides that the trustees of the trust must distribute as much of the trust fund' to or for the benefit of Debra as they determine is necessary for her health, education, maintenance and welfare. In addition, the trustees must distribute I This draft assumes that prior to the amendment and restatement the independent trustees have eliminated Leon's mandatory income right. It is not certain right now whether this assumption is correct. DM US 37481871-1.088835.0011 EFTA00587834