EFTA01798325

From: Jennie Saunders Sent: Thursday, February 17, 2011 10:20 PM To: Jeevacation@gmail.com Subject: Re: FW: But I can still speak to him next week right ? CORE: Jennie Saunders Founder & Chairman 66 East 55th Street New York NY 10022 I Main: Mobile: www.coreaccess.net Original Message From: jeffrey epstein <jeevacation@gmail.com> To: Jennie Saunders Sent: Thu Feb 17 16:48:15 2011 Subject: Re: FW: No Sorry for all the typos .Sent from my iPhone On Feb 17, 2011, at 5:41 PM, "Jennie Saunders' wrote: IS your accountant open to taking on other clients ...like me + D we NEED someone Super smart and creative .... CORE: Jennie Saunders Founder & Chairman 66 East 55th Street New York NY 10022 Main Mobile: mailto www.coreaccess.net <http://www.coreaccess.net/> From: Daniel Rabia Sent: Thursday, February 17, 20114:01PM To: Jennie Saunders; Subject: RE: Dear Ron, 1 EFTA_R1_00136137 EFTA01798325 I spoke at length with Jennie earlier today and she conveyed your concerns. In the interest of structuring the most advantageous tax structure for Jennie I need you to help me help you. Please note that at no time should you feel or think we are putting you at risk or jeopardizing you in any way. I respect and appreciate your position but need the two of us to have open lines of communication as many things are taking place or are on hold which may or may not have an impact on Jennie's tax status. We clearly need your input and guidance on these matters. Further I believe a coordinated effort between Howard Lubcher, you and I should address any and all issues as they come up from time to time. I will attempt to address as many of the issues as I can in this e-mail and suggest we get on a call so I can address any questions or concerns you may have after reading through the details. CORE: club Tax Returns Yes we are behind due to a variety of factors but this will get done within the next 120 days. I have help coming on board April 1 with the specific goal of accomplishing this first. If this timing somehow affects Jennie or you adversely please let me know. JS — Personal Guarantees Jennie has two personal guarantees: a.) BoA — $2.3M relating to a term loan which the club is paying back over a 7 year period. Jennie has a personal guarantee on this loan. To date the club has paid back approx $200k in principal. The guarantee remains in place until the loan is fully paid. The club began paying the term loan as of May 2010. The original line of credit issued June 2005 was converted to a 7 year term loan at the end of 2009. b.) AES Loans —Jennie is a personal guarantor on loans in the amount of $7.SM issued by the co-owner and landlord. In July of 2010, the owner entity issued a letter at Jennie's request to conditionally release her from this guarantee. A copy of the letter is attached for your review; please refer to Page 2 items 1-S. Although Jennie is ultimately in control of most if not all these conditions I would like to understand your perspective and how this may impact my question to you below. I need to understand how you are using these guarantees (an up to what amount) as basis into the losses flowing to The Core Group Management LLC from TCC International LLC relative to Jennie's interest in the entity in order to reclaim payroll taxes on her earnings. Also how the delay in our filings may impact any taxes you have reclaimed to date. JS Estate Planning — Tax Structure 2 EFTA_R1_00136138 EFTA01798326 In working with Howard Lubcher and Chad Yegelwel (attorney) we needed to come up with a tax structure that would allow Jennie to transfer her interest in TCGM to an entity while not adversely affecting control issues while allowing her to share her assets with her life partner. The attached outlines the proposed tax structure. Please feel free to comment on it as it relates to Jennie's overall tax status. We are in process of obtaining a waiver from the owner/landlord to move forward on this. Founding Member Restructuring The club is in the process of restructuring a substantial portion of debt to equity which will result in CODI for TCC International and in turn TCGM LLC. This restructuring has been on hold for close to two years due to complications with the co-owner/landlord. Our hope is that this deal will be inked and finalized in 2011. Based on initial review with the club accountants there are enough cumulative NOL's to offset the CODI resulting from the restructure and thus do not think it will adversely affect Jennie. Ron, please feel free to contact me at your earliest convenience so we can address any concerns. Kind Regards, Daniel CORE: Daniel Rabia I Chief Financial Officer I 66 East 55th Street, New York NY 10022 I Direct: Main: Mobile Fax: www.coreaccess.ne CORE: twitter is now live! Keep up to date on everything CORE: at <http://twitter.com/coreaccess> http://twitter.com/coreaccess 3 EFTA_R1_00136139 EFTA01798327 Original Message From: Jennie Saunders Sent: Thursday, Februar 17 2011 8:27 AM To: Daniel Rabia; Subject: Daniel - with Ron now - can u give us update on K-is ....also usdate us on corp filings CO • ast 55th Street New York NY 10022 I Main: Mobile: www.coreaccess.net I <AES Holding LLC - JS Conditional Release - Signed.pdf> <Core Club Structure Chart - 12.22.10 - JS Transfer of Interest.PPT> 4 EFTA_R1_00136140 EFTA01798328