Ben's $1.5 Million Loan

Good morning Jeffrey,

If I understood you correctly, as part of the intra-family Note clean-up, you suggested that the Trustees of APO-01 Declaration consider forgiving the $1.5 million Note from Ben that they hold. If that is correct, I would like to suggest an alternate approach to eliminating Ben's Note (it is the same approach we used for Ben's $10 million distribution at age 30). That is:

1. The APO-01 Declaration would pay down some of the Note given to the BEB 2011 Trust when that trust sold its interest in the LDB 2011 LLC. The pay-down amount would equal the outstanding principal and accrued interest of Ben's Note held by the APO-01 Declaration.

2. The BEB 2011 Trust would then distribute the funds it just received to Ben; and

3. Ben would use the distribution to repay the APO-01 Declaration the outstanding principal and interest on the $1.5 million Note.

This approach allows us to reduce some intra-family debt and does not increase anyone's taxable estate. Please let us know if you agree with this approach and we will put it in motion.

Thanks.

Ada Clapp
Chief Legal Officer
Elysium Management LLC
445 Park Avenue
Suite 1401
New York, New York 10022