EFTA01202871.pdf

ART ENTITY: ACTION STEPS I. Dealing with Existing Loan — Three Options: A. Renegotiate agreement such that Narrows Holdings LLC assumes debt B. Refinance debt, with the LLC being the borrower from inception C. If restructuring is not possible, contribute assets not subject to pledge to Narrows Holdings II LLC II. Amendment and Restatement of Narrows Holdings LLC Agreement A. 0.5% Managing Membership Interest: Leon B. 99.5% Non-Managing Membership Interest: Leon C. To the extent the art partnership is to hold additional artwork, Leon is so transfer such artwork prior to III III. Transfer of Managing Membership Interest A. Leon sells 0.5% Managing Membership Interest to APOI or APO2 B. Two-step process (described in II and III) designed to address 2704(a) risk IV. Second Amendment and Restatement of Narrows Holdings LLC Agreement and Admission of Members A. Incorporate terms outlined in term sheet B. Admit additional Members C. APOI to contribute its interest in the LDB 2011 LLC (which, in turn, owns art and an interest in PLB LLC) D. APO2 to contribute its interest in PLB LLC E. GST Exempt Trust under the Black Family 1997 Trust to contribute its interest in PLB LLC V. Other Agreements A. Enter into Art Use Agreements B. If Narrows Holdings LLC assumes debt and lender requires guaranty from Leon, Members agree to contribute proportionately if Leon is called upon to satisfy the guaranty Doca: USI:9146831v3 EFTA01202871