From: "Fenn, Patrick" <a

From: "Fenn, Patrick" <a To: Jeffrey Epstein <[email protected]> Subject: Re: AMH refinancing - discussion materials Date: Tue, 19 Nov 2013 13:54:56 +0000 3 works. Thanks From: Jeffrey Epstein Sent: Tuesday, November 19, 2013 8:09 AM To: Fenn, Patrick Subject: Re: AMH refinancing - discussion materials early afternon? 2 ,3 ? On Tue, Nov 19, 2013 at 1:27 AM, Fenn, Patrick < <mailto:I=1=1.=>> wrote: Great. Thanks. Will call you late morning. From: [email protected]:jeevacation®gmail.com> Sent: Monday, November 18, 2013 7:25 PM To: Fenn, Patrick Subject: Re: AMH refinancing - discussion materials Tomorw Sony for all the typos .Sent from my iPhone On Nov 18 2013, at 6:24 PM, "Fenn, Patrick" mailto mailto:a>>> wrote: Hi Jeffrey. Do you have a minute to discuss the basic refi proposal (without the personal guarantee question) later this afternoon? Thanks From: Fenn, Patrick Sent: Friday, November 15, 2013 6:45 AM To: 1jeevacation®gmail.conailto:[email protected]> <[email protected]@gmail.com>>1 Subject: FW: AMH refinancing - discussion materials Hi Jeffrey. Hope all is well. EFTA00707071 AMH is the process of refinancing its existing bank loan facility. The attached materials include a summary of the refinancing terms, and the provision of a revolving loan facility, as presented to JPMorgan. The attachment also includes a page addressing the tax and structural aspects of the new facilities, which was prepared for the benefit of the company. In that regard, it is not anticipated that the mere refinancing of the existing loan under the terms proposed, including the extension of the collateral for the facilities to include the carried interest vehicles, would have any adverse income tax consequences for the Founders either currently or at the time of an exchange. You will note that the refinancing terms refer to the potential for personal guarantees of the refinanced term debt by the Founders (but not the new revolver). Earlier this year, we discussed at great length the net tax effects to the Founders of guaranteeing the debt, essentially deferral of tax on what we referred to as the "Tufts gain" -- the gain that a Founder recognizes on an exchange of AOG Units for AGM Class A Shares as a result of his current negative capital account in AMH, offset by the impact of the deferral of such gain on the timing and (potentially) amount of the TRA payments. While there was an overall economic benefit based on modeling we did at the time, you may recall from that prior discussion that the opportunity for maximum benefit depends upon the Founders acting in concert (and pro rata) with respect to the personal guarantees. In order to assist you with a re-evaluation of this deferral opportunity for Leon, I will send around next week an outline of the potential tax effects of the personal guarantees and, to the extent helpful, will arrange to speak with you later next week. While it is not essential that the decision to provide personal guarantees be made before the closing of the refinancing (timelined for the week of December 9th), my preference would be to try to get consensus on the subject before such time. In the meantime, please let me know Jeffrey if you have any questions concerning the attached. Also let me know if you want me to copy in any other advisors on this review. Best regards IRS Circular 230 Notice Requirement: This communication is not given in the form of a covered opinion, within the meaning of Circular 230 issued by the United States Secretary of the Treasury. Thus, we are required to inform you that you cannot rely upon any tax advice contained in this communication for the purpose of avoiding United States federal tax penalties. In addition, any tax advice contained in this communication may not be used to promote, market or recommend a transaction to another party. The information contained in this e-mail message is intended only for the personal and confidential use of the recipient(s) named above. If you have received this communication in error, please notify us immediately by e- mail, and delete the original message. <AGM_AMH loan considerations_11 13 13 vRevised.pdf> IRS Circular 230 Notice Requirement: This communication is not given in the form of a covered opinion, within the meaning of Circular 230 issued by the United States Secretary of the Treasury. Thus, we are required to inform you that you cannot rely upon any tax advice contained in this communication for the purpose of avoiding United States federal tax penalties. In addition, any tax advice contained in this communication may not be used to promote, market or recommend a transaction to another party. The information contained in this e-mail message is intended only for the personal and confidential use of the recipient(s) named above. If you have received this communication in error, please notify us immediately by e- mail, and delete the original message. EFTA00707072 The information contained in this communication is confidential, may be attorney-client privileged, may constitute inside information, and is intended only for the use of the addressee. It is the property of Jeffrey Epstein Unauthorized use, disclosure or copying of this communication or any part thereof is strictly prohibited and may be unlawful. If you have received this communication in error, please notify us immediately by return e-mail or by e-mail to jeevacation®gmail.com<mailto:jeevacation®gmail.com>, and destroy this communication and all copies thereof, including all attachments. copyright -all rights reserved IRS Circular 230 Notice Requirement: This communication is not given in the form of a covered opinion, within the meaning of Circular 230 issued by the United States Secretary of the Treasury. Thus, we are required to inform you that you cannot rely upon any tax advice contained in this communication for the purpose of avoiding United States federal tax penalties. In addition, any tax advice contained in this communication may not be used to promote, market or recommend a transaction to another party. The information contained in this e-mail message is intended only for the personal and confidential use of the recipient(s) named above. If you have received this communication in error, please notify us immediately by e-mail, and delete the original message. EFTA00707073