EFTA01088338.pdf

FIRST AMENDMENT TO THE LIMITED PARTNERSHIP AGREEMENT OF BLACK FAMILY PARTNERS, L.P. This First Amendment dated December 2009 (this "Amendment"), by BLACK FAMILY GP, LLC, as general partner (the "General Partner"), to the Limited Partnership Agreement of Black Family Partners, L.P. (the "Original Agreement"), dated as of May 17, 2007. RECITALS WHEREAS: 1. LBF Holdings, LLC, Leon D. Black ("Leon"), AIF IV Management, Inc., The Black 2006 Family Trust, the Black Family 1997 Trust, and the trustees of eight trusts for the benefit of Leon's children are limited partners of the Partnership (the "Limited Partners"). 2. The rights and obligations of the General Partner and the Limited Partners with respect to the Partnership are set forth in the Original Agreement. 3. Section 12.1 of the Original Agreement provides that the Original Agreement may be amended only with the unanimous agreement of all of the Partners. 4. The General Partner and the Limited Partners now desire to amend the Original Agreement. NOW, THEREFORE: 1. The General Partner hereby amends the Original Agreement by replacing Section 5.4 with the following: "5.4 Distributions. The Partnership may make distributions to the Partners in cash or in-kind at such times and in such amounts as the General Partner may determine, and the value of such distributions as determined by the General Partner shall be charged against the respective Capital Accounts of the Partners. Distributions shall be shared among the Partners in accordance with their respective Sharing Ratios. Notwithstanding any provision to the contrary contained in this Agreement, the Partnership shall not make a distribution to any Partner on account of such Partner's interest in the Partnership if such distribution would violate Section 17-607 of the Act or other applicable law." 2. The above amendment shall be effective immediately. US_ACTIVE:143246676101126504.0001 EFTA01088338  IN WITNESS WHEREOF, the Partners have executed this Amendment as of the date first written above. GENERAL PARTNER: BLACK FAMILY GP, LLC LEON D. BLACK, Manager LIMITED PARTNERS: 12/11,2 LEON D. BLACK, individually LBF HOLDINGS, LLC LEON D. BLACK, Manager z3.0 LEON D. BLACK, as Trustee of the BLACK 2006 FAMILY TRUST as Trustee of 2006 FAMILY TRUST US_ACTIVEM324657001126504.0001 2 EFTA01088339  AN, as Trustee of K FAMILY 1997 TRUST as Trustee of Y 1997 TRUST B RY J. , as Trustee of the BLACK Y 1997 TRUST RICHARD RESSLER, as Trustee of the BLACK FAMILY 1997 TRUST DEBRA R. BLACK, as Trustee of the TRUST F/B/O BENJAMIN ELI BLACK U/AJD November 30, 1992 between LEON D. BLACK, as Settlor, and DEBRA R. BLACK„ BARRY J. COHEN and JOHN J. HANNAH. as trustees J. CO the TRUST F/B NJAMIN ELI BLACK U/A/D Nov mber 30, 1992 between LEON D. BLACK, as Settlor, and DEBRA R. BLACK, BARRY J. COHEN and JOHN J. HANNAN, as trustees US_ACTIVEA432A6676101%26504.0001 3 EFTA01088340  AN, as Trustee of TRUS F/B/O BENJAMIN ELI BLACK U/AJD November 30, 1992 between LEON D. BLACK, as Settlor, and DEBRA R. BLACK, BARRY J. COHEN and JOHN J. HANNAN, as trustees DEBRA R. BLACK, as Trustee of the TRUST F/B/O JOSHUA MAX BLACK U/A/D November 30, 1992 between LEON D. BLACK, as Settlor, and DEBRA R. BLACK, BARRY J. COHEN and JOHN J. HANNAN, as trustees BARRY J. , as Trustee of the TRUST F/B/O JOSHUA MAX BLACK U/A/D November 30, 1992 between LEON D. BLACK, as Settlor, and DEBRA R. BLACK, BARRY J. COHEN and JOHN J. HANNAN, as trustees , as Trustee of FM/O JOSHUA MAX LACK U/A/D November 30, 1992 between LEON D. BLACK, as Settlor, and DEBRA R. BLACK, BARRY J. COHEN and JOHN J. HANNAN, as trustees US_ACTIVE:143246676VIN26504.0001 4 EFTA01088341  DEBRA R. BLACK, ds Trus ee of the TRUST F/B/O ALEXANDER SAMUEL BLACK U/A/D November 30, 1992 between LEON D. BLACK, as Settlor, and DEBRA R. BLACK, BARRY J. COHEN and JOHN J. HANNAN, as trustees , as Trustee o the TRUST F O ALEXANDER SAMUEL BLACK U/A/D November 30, 1992 between LEON D. BLACK, as Settlor, and DEBRA R. BLACK, BARRY J. COHEN and JOHN J. HANNAN, as trustees NNAN, as Trustee of t3;c TRf3ST F/B/O ALEXANDER AMUEL BLACK U/A/D November 30, 1992 between LEON D. BLACK, as Settlor, and DEBRA R. BLACK, BARRY J. COHEN and JOHN J. HANNAN, as trustees (ff RA R. BLACK, as Trus'fee of the TRUST F/B/O VICTORIA RACHEL BLACK U/A/D November 30, 1992 between LEON D. BLACK, as Settlor, and DEBRA R. BLACK, BARRY J. COHEN and JOHN J. HANNAN, as Trustees US_ACTIVEM37.4667001\ 26504.0001 5 EFTA01088342  BARRY J. C u HE , as Trus the TRUST F /O VICTORIA RACHEL BLACK U/A/D November 30, 1992 between LEON D. BLACK, as Settlor, and DEBRA R. BLACK, BARRY J. COHEN and JOHN J. HANNAN, as Trustees N , as Trustee of TR F/f3/O VICTORIA CHEL BLACK U/A/D November 30, 1992 between LEON D. BLACK, as Senior, and DEBRA R. BLACK, BARRY J. COHEN and JOHN 1 HANNAN, as Trustees ARRY J. C V t , as Ttus the TRUST F / BENJAMIN ELI BLACK U/A/D August 1, 1988 between LEON D. BLACK, as Senior, and BARRY J. COHEN, as Trustee BARR J. CO , as Trustee of the TRUST F O OSHUA MAX BLACK U/A/D ugust 1, 1988 between LEON D. BLACK, as Settlor, and BARRY J. COHEN, as Trustee US_ACTIVEN43246676.0I126504.0001 6 EFTA01088343  BARRY J CO , as Trustee of the TRUST F c /0 ALEXANDER SAMUEL BLACK U/A/D August 1, 1988 between LEON D. BLACK, as Settlor, and BARRY J. COHEN, as Trust BARRY HEN, as Trustee of the TRUST F/B/O VICTORIA RACHEL BLACK U/A/D August 1, 1988 between LEON D. BLACK, as Senior, and BARRY J. COHEN, as Trustee AIF /. MANAGEMENT, ..‘. INC. US_ACTIVEM3246676101126504.0001 7 EFTA01088344