THIS AGREEMENT made as of the day of , 2013, between LEON D. BLACK of the State of New York (hereinafter called the "Grantor") and LEON D. BLACK (hereinafter, along with any other person hereinafter qualifying as an additional or successor trustee, called the "Trustees"). WITNESSETH: The Grantor hereby transfers to the Trustees the Property (as defined in Clause SEVENTH), which Property shall be held by the Trustees IN TRUST subject to the terms and conditions hereinafter set forth in this Agreement. This trust shall be known as the APO1 GRAT. FIRST: ANNUITY TRUST The Property shall be held by the Trustees IN TRUST for the Trust Term (as defined in Clause SEVENTH). (A) In each year of the Trust Term, the Trustees shall pay to the Grantor, or the Grantor's estate if the Grantor is not then living, the annuity amount set forth in the succeeding paragraph (B) of this Clause FIRST. The annuity amount shall be paid in quarterly installments, on the Annuity Date (as defined in Clause SEVENTH), with the first such installment due upon the expiration of the three-month period following the Beginning Date (as defined in Clause SEVENTH). Payments shall be made out of the income of the trust and to the extent that income is not sufficient, then from principal. Any income for a taxable year in excess of the annuity amount that is not distributed pursuant to the foregoing provisions shall be accumulated and added to the principal of the trust, except as otherwise required by applicable Treasury Regulations; Doeff: USI:8855862vS EFTA01087531