EFTA01190911.pdf

Status of Action Step-Documents Art Investment Entity As of 11.25.14 A. Provide Trustees with Information Status of Document 1. Inventory of Trust assets and percentage of overall trust Received by all Trustees at assets to be invested in Narrows-based on current 11.21.14 Trustees meeting. holdings 2. Schedule of purchases/sales/gains/losses with Received by all Trustees at breakdown of asset class 11.21.14 Trustees meeting. 3. Projected Cash Needs for Narrows and anticipated Assume $2 million per year capital call requirements of cash needs. Rich J. to project capital calls anticipated. B. Restructure Narrows I 4. Amended and Restated LLC Agreement for Narrows PW to revise draft sent 10.22.14 • Need bank consent to amend Operating Agt 5. LDB Contribution Confirmation-confirming each work of Heather to confirm with LDB art he contributed to Narrows I and work with PW to complete draft sent • LDB to decide what art, if any, should be 10.22.14 distributed out of Narrows I before contributing art to Narrows III C. Creation and Funding of Narrows Holdings III, LP 6. Certificate of Formation Paul Weiss to draft 7. Agreement of Limited Partnership Paul Weiss to draft 8. Contribution Agreement. - Narrows Ito contribute art Paul Weiss to draft for a Class A GP interest and LP interest • LDB to decide what art Narrows I will contribute to Narrows III • Give bank 3-days' notice and comply with substitution/release of collateralprovisions 9. Contribution Agreement - LDB to contribute art (not in Paul Weiss to draft Narrows I) for a Class B GP interest and LP interests • LDB to decide what art to contribute to Narrows III 10 Appraised value of art contributed Heather to retain Sotheby's EFTA01190911 D. Creation and Funding of Trust B Status of Document 11 Trust Agreement creating Trust B (same dispositive Paul Weiss to draft provisions as APO1 Agreement-same RAP period) • LDB to decide on the Trustee 12 Trustees resolution to bifurcate Note receivable from Paul Weiss to draft LDB into two Notes and decant second Note to Trust B. 13 Restated Note in favor of APO1(reduced by value of Paul Weiss to draft Narrows III Class B GP interest) 14 New Note in favor of Trust B equal to value of Narrows Paul Weiss to draft Ill Class B GP interest. 15 Valuation of Narrows Ill Class B GP interest Paul Weiss to retain Empire? F. Sale of Class B GP Interest 16 Purchase and Sale Agreement between LDB and Trust B Paul Weiss to draft for sale of Narrows Ill Class B GP interest 17 Assignment Agreement - assigning Class B GP interest Paul Weiss to draft from LDB to Trust B (amendment to Schedule A of LP Agreement for Narrows Ill?) 18 Assignment Agreement - assigning LDB's Note receivable Paul Weiss to draft from Trust B to LDB and acknowledgment of Note cancellation G. Admission of new LPs to Narrows III 19 Contribution Agreement - APO1to contribute art and Paul Weiss to revise draft LDB 2011 LLC sent 11.12.14 20. Assignment Agreement - APO1 assigns LDB 2011LLC Paul Weiss to revise draft interests sent 11.12.14 21. Valuation of LDB 2011 LLC Paul Weiss to retain Empire? 22. Contribution Agreement - APO2 to contribute art Paul Weiss to revise draft sent 11.12.14 23. Appraised value of art contributed Heather to retain Sotheby's 2 EFTA01190912 H. Restructure BAC Loans Status of Document 24 Restructure BAC loan and pledge agreements to permit LDB will discuss with BAC Narrows I: when all documents are ready to go and Trustees are • To have managing and non-managing member on board. interests • Invest art collateral in Narrows Ill • Replace its guaranty and pledge of art with LDB's guaranty and pledge of non-managing Member interests in Narrows III F. Creation of NAR -Distribution of NAR interests a 25 LLC Operating Agreement for NAR Investments LLC Draft sent to JEE 10.22.14- waiting for his approval 26 BFP Resolution to contribute non-Apollo investments to PW draft sent 11.12.14. AC NAR and to distribute interests in NAR pro-rata to BFP to review partners 27 Contribution Agreement - BFP to contribute interests in PW draft sent 11.12.14. AC certain non-Apollo investments to NAR to review 28 Assignment Agreements for various non-Apollo Rich J. and Rich D. to investments assigning interests from BFP to NAR provide 29 Assignment Agreement assigning interests in NAR to BFP PW draft sent 11.12.14. AC partners to review G. Contribution of NAR interests to Narrows III (once LDB has received his NAR interests from the GRATs) 30 Contribution Agreement—LDB contributes NAR interests PW to revise draft sent to Narrows Ill for a larger LP interest 11.12.14 31 Assignment Agreement--LDB assigns NAR interests to PW to revise draft sent Narrows III 11.12.14 32 Contribution Agreement—APO1contributes NAR PW to draft interests to Narrows Ill for a larger LP interest 33 Assignment Agreement—APO1assigns NAR interests to PW to revise draft sent Narrows III 11.12.14 3 EFTA01190913 G. Contribution of NAR interests to Narrows III (once LDB has Status of Document received his NAR interests from the GRATs) 34 Contribution Agreements—APO2 contributes NAR PW to draft interests to Narrows III for a larger LP interest 35 Assignment Agreements—APO2 assigns NAR interests to PW to revise 11.12.14 draft Narrows Ill 36 Valuation of NM LLC Paul Weiss to retain Empire? H. Other Agreements 37. Art use Agreement with new Narrows Ill PW to revise 11.12.14 draft 38 Licensing Agt. With Phaidon? On Hold 39 Independent contractor agreement with art advisors Heather will discuss with (Diana Howard and Charlie Moffett) LDB as to how he wishes to handle 40. Narrows Ill lease agreement regarding use of office Rich J. to determine a rent space by Narrows employees allocation — PW to daft I. Obtain new Fine Art Insuran Ensure art has appropriate insurance coverage in each Rich J. to arrange ownership entity 4 EFTA01190914