AGSH&F DISCUSSION DRAFT JUNE 19.2013 Jeffrey, Here is a stnnytettn-eemlittateproposal for potentially dealing with the negative besiscapitaL accounts that the 3-pnineipalsPrincipals have in their limited partnership intenestintemsts in AMH (through their ownership of BRH and AP Professional). The otrawman is a baoi for further based on the same fundamental featureo and designo as oct forth in the strawman.plap is only effective if all 3 Principals participate fully Strewmanaoptise.d 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 AM44-intecestinterestainitREI discussed in paragraph 3, and could be guaranteed as to their respective SPV by the peineipelaa 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. (aLEach SPV would invest all of its capital in a new preferred class of equity of BRHr whiehaBRH would invest in a new preferred class of equity of AP Professional,— which; and (c) AP Professional would invest in a new preferred class of equity of AMH. 4. The preferred AMH equity interest (end-eeeh-new-prefenred-eless-ef-eqttity-ef-BR44-aed- AP--Prefessienalrse-the4ennis-ef-4he-prefeed-are-mirreretl-up-the-ehain)-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 net-be exchangeable with APO Corp