EFTA01851595.pdf

ASSIGNMENT OF PROMISSORY NOTE THIS ASSIGNMENT is made as of the 20th day of December, 2012 by BENJAMIN ELI BLACK, individually, to LEON D. BLACK, as trustee of the YGGDRASIL TRUST ("Assignee"). Assignor holds a promissory note payable to BENJAMIN ELI BLACK with a principal amount of FIVE MILLION ONE HUNDRED TWENTY THOUSAND ($5,120,000) DOLLARS, a copy of which is attached hereto as Exhibit A (the "Note"). Assignor hereby assigns, transfers and conveys to Assignee the Note, plus any accrued interest thereon, together with all rights of Assignor in respect of the Note. By execution hereof, Assignee hereby accepts the aforesaid assignment of the Note and hereby agrees to be bound by all of the tenns and conditions of the Note as if Assignee were the initial obligee under the Note. Assignor agrees, upon request of Assignee, to execute and deliver to Assignee any and all documents or other instruments which may be necessary or required to perfect Assignee's title in and to the Note. IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be executed as of the date first above written. ASSIGNOR: ASSIGNEE: YGGDRASIL TRUST ELI BLACK )4 LEON D. BLACK, Trustee DM US 40347457-1.088835.0011 EFTA_R1_00245640 EFTA01851595  EXHIBIT A $5,120,000 NEW YORK, NEW YORK FOR VALUE RECEIVED, BARRY J. COHEN, JOHN J. HANNAN and DEBRA R. BLACK, as trustees of the BEB 2011 TRUST, promise to pay to BENJAMIN ELI BLACK, in his individual capacity, the principal sum of exactly FIVE MILLION ONE HUNDRED TWENTY THOUSAND and 0/100 DOLLARS ($5,120,000) ("Principal"). The unpaid Principal shall be due and payable in full on the day before the fortieth (40th) anniversary of the date hereof, or on such earlier date as the loan is repaid completely, together with interest at the fixed rate of 2.40% per annum from and after the date hereof, compounded annually on each anniversary of the date hereof. DATED: as of December , 2012 BEB 2011 TRUST By: BARRY J. COHEN, Trustee By: JOHN J. HANNAN, Trustee By: DEBRA R. BLACK, Trustee 2 DM US 40347457-1.088835.0011 EFTA_R1_00245641 EFTA01851596