From: jeffrey E. <[email protected]> Sent: Thursday, February 19, 2015 5:31 PM To: Ada Clapp Subject: Re: Funding of APO-B Trust/exchange for Class B GP Interest no On Thu, Feb 19, 2015 at 10:45 AM, Ada Clapp &=t <mailto » wrote: Good morning Jeffrey, Since it has been a while since we discussed all the=steps involved in funding the art partnership, we wanted to be sure that y=u were on board with the plan for funding the APO-B Trust. As you kn=w, the APO-B Trust will acquire the Class B GP Interest from Leon and act as the Class B GP of AP Narrows LP. =he plan to accomplish this is as follows: 1. The APO1 Trustees would bifurcate the $1.6 bil Note in=o two notes; one equal to the value of the Class B GP Interest ("N=te B") and the other equal to the balance of the $1.6 bil. ( =9CNote A"). 2. The APO1 Trustees would keep Note A and decant Note B =o the APO-B Trust. 3. The APO-B Trust will then acquire the Class B GP Inter=st from Leon in exchange for Note B (either in a sale or a substitution of=assets). 4. Note B is then cancelled (as Leon is both lender and b=rrower). The Class B GP interes= the APO-B Trust receives in exchange for Note B is intangible property re=lecting a 1% equity interest in AP Narrows, so no sales tax should be trig=ered. Are you in agreement w=th this plan? Ada Clapp Chief Legal Officer Elysium Management LLC 445 Park Avenue Suite 1401 EFTA_R1_01640604 EFTA02509335

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