EFTA00595445.txt

"the Members have formed the Company as a New York limited liability company... LEON D. BLACK... and RONALD S. LAUDER"

"the Members have formed the Company as a New York limited liability company... LEON D. BLACK... and RONALD S. LAUDER"

"each of Black and Lauder is a "Member""

"each of Black and Lauder is a "Member""

"the expressed primary purpose of the Company is to purchase and hold the property listed on Exhibit A (the "Progeny") as investment property"

"LEON D. BLACK. its Member... Membership Interest and Percentage of Membership Interest... 50%"

"RONALD S. LAUDER. its Member... Membership Interest and Percentage of Membership Interest... 505E"

"each Member. A list of the names and addresses of the Members shall be maintained as part of the books and records of the Company"

"appointed by both Members"

"the Purchase Price for the Surviving Member's Interest shall be paid"

"Value of the Deceased Member's Interest would have resulted in a higher or lower Purchase Price"

"The Company shall be managed by the Members, acting unanimously"

"Each Member acknowledges and agrees that such Member shall not be entitled to any fee, salary, bonus or other compensation payments in respect of any "

"each Member (the 'Indemnifying Party') agrees to assume absolutely and unconditionally all liability, and to fully reimburse and indemnify the Company"

"the Company shall, as soon as practicable after the expiration of the Estate's Call Right, sell the Property"

"the Executors shall deliver to Surviving Member cash equal to the Difference"

"the Executors shall deliver to Surviving Member cash equal to the Difference"

"the Surviving Member shall deliver to the Executors cash equal to the Difference"

"if to the Company, to it at: Friends Ventures LLC C/o Elysium Management LLC 445 Park Avenue. Suite 1401 New York, New York 10022"

"OPERATING AGREEMENT OF FRIENDS VENTURES LLC... EXHIBIT A A certain framed oil painting, known as "Ja - Was? - Bild""

"To the extent either Member owns or acquires any copyright in the Property, such copyright shall be conveyed by such Member to the Company"

"if to the Company, to it at: Friends Ventures LLC C/o Elysium Management LLC... Attn: Eileen Alexanderson. CIO"

"With a copy to: Herrick. Feinstein LLP... Atm: Frank Lord. Esq."

"a Member, appointed by both Members, shall act as the "tax matters partner pursuant to Section 6231(aX7) of the Code"

"The Property may only be held by either Member during such Member's respective Possession Period"

"The Property may only be held by either Member during such Member's respective Possession Period"

"The business office of the Company shall be do Elysium Management LLC, 445 Park Avenue, Suite 1401"

"if to the Company, to it at: Friends Ventures LLC... With a copy to: Herrick. Feinstein LLP"

"Permitted Locations shall include the following locations: With respect to Leon Black: 760 Park Avenue New York. NY 10021"

"With respect to Ronald Lauder: 190-200 Narrows Road Bedford, NY 10507"

"With respect to Ronald Lauder: ... 730 Meadow Lane Southampton, NY 11968"

"If the Company elects to insure the Property... must be in form and content satisfactory to both Members"