EFTA02709670.pdf

ART ENTITY: ACTION STEPS As of September 3, 2014 I. Existing Loan --Renegotiate Bank of America loan agreement such that Narrows Holdings LLC ("Narrows") assumes Leon and Debra's personal indebtedness A. Eileen to set up meeting with Leon and Jane II. Amendment and Restatement of Narrows LLC Agreement A. 0.5% Class A Managing Membership Interest: Leon B. 0.5% Class B Managing Membership Interest: Leon C. 99% Non-Managing Membership Interest: Leon D. If Narrows is to hold additional artwork, Leon to transfer such artwork prior to III I. Identify additional works to be contributed (The Scream? bronzes?) E. Distribute out some an currently held in Narrows prior to III I. Identify works to be owned by Leon (jointly owned, promised, and/or sentimental value), subject to working out loan/pledge agreements III. 'transfer of Class B Managing Membership Interest A. Leon sells 0.5% Class B Managing Membership Interest to APO I or AP02 B. Two-step process (described in II and III) designed to address 2704(a) risk IV. Valuation of PLB LLC and Sale of Interests A. Get valuation for PLB LLC B. Black Family 1997 GST Exempt Trust to sell its interests in PLB LLC to AP02 V. Black Family Partners LP ("BFP")/Non-Apollo Investments A. BFP to create LLC to hold non-Apollo investments ("NAI LLC") B. BFP to distribute interests in NAI LLC to its members. C. GRATs to distribute interests in NAI LLC to Leon as part of annuity payments VI. Second Amendment and Restatement of Narrows Agreement and Admission of Members A. Incorporate terms outlined in term sheet EFTA_R1_02117723 EFTA02709670  2 B. Admit additional Members/Add additional capital 1 APOI to contribute art, LDB 2011 LLC interests (which owns art and PLB LLC) and NAI LLC interests 2. APO2 to contribute art, PLB LLC interests and NAI LLC interests 3. Leon to contribute NAI LLC interests 4. Determine how much initial cash is required for near-term operating expenses, which Members will contribute such cash and how much C. Change name to incorporate Phaidon I. Get licensing agreement from Phaidon. VII. Other Agreements A. Enter into Art Use Agreements B. If Narrows Holdings LLC assumes Leon and Debra's debt and BAC requires a personal guaranty from Leon, Members agree to contribute proportionately if Leon is called upon to satisfy the guaranty EFTA_R1_02117724 EFTA02709671