AGSH&F DISCUSSION DRAFT MAY 31, 2013 Jeffrey, Here is a strawman candidate for potentially dealing with the negative basis that the 3 principals have in their limited partnership interest in AMH (through their ownership of BRH and AP Professional). The strawman is a basis for further discussion and refinement. There is at least one variation that I am still working through, but it is based on the same fundamental features and designs as set forth in the strawman. Strawman Plan 1. Each principal would form a wholly-owned 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 principals 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 of the SPV. 3. Each SPV would invest all of its capital in a new preferred class of equity of BRH, which BRH would invest in a new preferred class of equity of AP Professional, and which AP Professional would invest in a new preferred class of equity of AMH. 4. The preferred AMH equity interest (and each new preferred class of equity of BRH and AP Professional, so the terms of the preferred are mirrored up the chain) 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 not be exchangeable for equity of AGM. The coupon rate on the preferred would be no less than, and presumably