Epstein Secrets

04773603 v10 EFTA00582848 AGSH&F DISCUSSION DRAFT JUNE 19, 2013 Overall Effect The overall effect of this plan should be the elimination of any Tufts gain [(including upon an interim exchange of AOG Units for AGM Class A Shares, except for any non-recourse debt remaining as a result of the intrag

t Principal's estate should be tax neutral to all parties at each level of the distribution chain. The exchange of the AMH preferred interests with APO Corp for AGM Class A Shares should permit a basis step up for the fair market value of the preferred interest in the assets of AMH that should be allocab

to the decedent's Principal's estate pursuant to the existing TRA. Overall Effect The overall effect of this plan should be the elimination of any Tufts gain [(including upon an interim exchange of AOG Units for AGM Class A Shares, except for any non-recourse debt remaining as a result of the interg

uidation preference of $800m, would be limited in participation to a coupon that reflects a market rate of return and would net-be exchangeable with APO Corp for eettiityClass A Shares of AGM based upon the trading price of AGM Class A Shares at the time of the exchange. The coupon rate on the preferred

ed distribution of Mr. Black's share of the non-recourse liabilities of AMH Holdings and (ii) the recognition of gain (what we have referred to as "Tufts gain") to the extent such deemed distribution exceeds Mr. Black's adjusted tax basis in AMH Holdings. However, while not free from doubt, such deem

LB Death/Disability Analysis — Summary of Analysis by Document I. Tax Receivable Agreement (the "TRA"), dated July 13, 2007 Parties to Agreement APO Corp.. Apollo Principal Holdings II, L.P., Apollo Principal Holdings IV. L.P. and Apollo Management Holdings, L.P. Key Definitions "Basis Adjustment"