AGSH&F DISCUSSION DRAFT JUNE 19, 2013 Jeffrey, Here is a proposal for dealing with the negative capital accounts that the Principals have in their limited partnership interests in AMH (through their ownership of BRH and AP Professional). The plan is only effective if all 3 Principals participate fully. Proposed Plan I. Each principal would form a wholly-owned Delaware LLC (each, an "SPV"). 2. Each SPV would be funded with cash equity contributions from the principal and each SPV would borrow from one or more lenders an amount such that the total capital in the SPV would bear the same proportion of $800m as the proportions in which the principals currently own BRH. The total capital of all the SPVs would be no less than $800m. The proportion of total equity to borrowings will depend primarily upon non-tax factors. The SPV borrowing would be secured by the preferred interests in BRH discussed in paragraph 3, and could be guaranteed as to their respective SPV by the owner/Principal if necessary. Tax Effects: Each SPV would be disregarded for federal income tax purposes. Thus, an SPV borrowing would be considered to be a borrowing by the owner/Principal of the SPV. 3. (a) Each SPV would invest all of its capital in a new preferred class of equity of BRH; (b) BRH would invest in a new preferred class of equity of AP Professional; and (c) AP Professional would invest in a new preferred class of equity of AMH. 4. The preferred AMH equity interest would have an aggregate liquidation preference of $800m, would be limited in participation to a coupon that reflects a market rate of return and would be exchangeable with APO Corp for Class 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 would be no less than, and presumably would be greater than, the rate of interest on the SPVs' borrowings. Cash distributions on the preferred would be required to be made in the amounts a