EFTA00616851.txt

"by trust agreement dated July 30, 1997 by and among LEON D. BLACK, as settlor... the BLACK FAMILY 1997 TRUST (the "Family Trust") was created"

"DEBRA R. BLACK ("DEBRA")... as trustees"

"BARRY J. COHEN ("BARRY")... as trustees"

"JOHN J. HANNAN ("JOHN")... as trustees"

"RICHARD RESSLER ("RICHARD")... as trustees"

"the Settlor hereby designates U.S. TRUST COMPANY OF DELAWARE as Administrative Trustee of all trusts under the Original Trust Agreement other than the"

"Settlor's Children: the Settlor's children, BENJAMIN ELI BLACK"

"Settlor's Children: the Settlor's children, BENJAMIN ELI BLACK, JOSHUA MAX BLACK"

"Settlor's Children: the Settlor's children, BENJAMIN ELI BLACK, JOSHUA MAX BLACK, ALEXANDER SAMUEL BLACK"

"Settlor's Children: the Settlor's children, BENJAMIN ELI BLACK, JOSHUA MAX BLACK, ALEXANDER SAMUEL BLACK, VICTORIA RACHEL BLACK"

"At the time of execution of this Trust Agreement, the Settlor's spouse is DEBRA."

"BARRY J. COHEN... as independent trustees under the Original Trust Agreement"

"JOHN J. HANNAN... as independent trustees under the Original Trust Agreement"

"RICHARD RESSLER... as independent trustees under the Original Trust Agreement"

"designation of US TRUST COMPANY OF DELAWARE as Administrative Trustee"

"Original Trust Agreement executed on July 30, 1997, by and among the Settlor, as settlor"

"U.S. TRUST has been designated as the Administrative Trustee of the Trust held under Article II"

"U.S. TRUST is designated to serve as the Corporate Trustee of all Trusts to commence serving at such time as neither the Settlor nor DEBRA is living a"

"the Primary Beneficiary during the calendar year, provided that such Primary Beneficiary's right to direct such payment"

"the Trustees shall pay the Trust Fund to the Primary Beneficiary, outright and not in trust"

"the Trustees shall pay the Trust Fund to the Primary Beneficiary"

"The Non-Administrative Trustees of each Trust shall direct the Administrative Trustee of such Trust in the exercise of all powers with respect to the "

"U.S. TRUST shall at all times be domiciled in the State of Delaware"

"a trust held under a trust agreement created by the Settlor during the Settlor's lifetime"

"The Trustees shall have all powers and discretion conferred generally upon fiduciaries"

"no distributions shall be made to the Primary Beneficiary in accordance with the provisions of this section without the consent of the Corporate Trust"

"the Trustees are authorized to make payments to the Primary Beneficiary on account of the Annual Amount"

"the Settlor's issue (other than the Primary Beneficiary...)"

"The Settlor or any other Person may add property to any Trust"

"The Beneficiaries under this Trust Agreement at any particular time are those of the Settlor's spouse and the Settlor's issue who are then living."

"This Trust Agreement and the Trusts may not be altered, amended, revoked or terminated by the Settlor"

"the Independent Trustees shall have such power to amend the terms of this Trust Agreement"

"Any one or more of the Trustees may act as officer, partner, director, manager or senior employee of the Closely Held Entity"

"Any one or more of the Trustees may act as... senior employee of the Closely Held Entity"

"the Settlor may revoke the designation of U.S. TRUST as Corporate Trustee in section (C)"

"The Settlor may, at any time or from time to time, designate one or more Persons... to serve as additional and/or successor trustees of the Trust"

"DEBRA, if then competent, may designate one or more Persons... to serve as additional and/or successor trustees of the Trust"

"ALEXANDER SAMUEL BLACK... and any children born to or adopted by the Settlor [Leon D. Black]"

"VICTORIA RACHEL BLACK... and any children born to or adopted by the Settlor [Leon D. Black]"

"If at the termination of the Trust under Article II any share of Portion A of such Trust is payable to an issue of the Settlor"

"If at the termination of the Trust under Article II any share of Portion B of such Trust is payable to an issue of the Settlor"

"If a Primary Beneficiary of the Settlor who is a Child of the Settlor gets married"

"the fair market value of the equity interests in such Entity of (i) the Settlor, (ii) DEBRA and (iii) the trustees of all other trusts of which the Se"

"the fair market value of the equity interests in such Entity of (i) the Settlor, (ii) DEBRA and (iii) the trustees of all other trusts of which the Se"

"the Settlor intends that the Trustees shall, in all respects, be free to exercise the powers and discretion herein conferred"

"the Trustees of such terminated Trust, in their sole discretion, shall direct"

"the Independent Trustees, in their sole discretion, shall determine"

"no distributions shall be made to the Primary Beneficiary... without the consent of the Corporate Trustee"

"by reason of a Trustee's owning or purchasing an interest in the Closely Held Entity in his, her or its own right"

"All directions of the Non-Administrative Trustees to the Administrative Trustee shall be communicated to the Administrative Trustee in writing"