EFTA02687308.pdf

From: Jennie Saunders Sent: Thursday, February 17, 2011 9:41 PM To: Jeffrey Epstein Subject: FW: Attachments: AES Holding LLC - JS Conditional Release - Signed.pdf, Core Club Structure Chart - 12.22.10 - JS Transfer of Interest.PPT IS your =ccountant open to taking on other clients ...like me + D we NEED =omeone Super smart and creative .... CORE: Jennie =aunders I Founder & Chairman I New York =stl:State w:st="on">NY 10022 J Main: Mobile www.coreaccess.net<hpan> < ttp: www.coreaccess.net > From: =aniel Rabia Sent: Thursday, February =7, 2011 4:01 PM To: Jennie Saunders; Subject: RE: =/span> Dear Ron, I spoke at length with Jennie earlier today and she conveyed your =oncerns. In the interest of structuring the most advantageous tax structure for =ennie I need you to help me help you. Please note that at no time should you =eel or think we are putting you at risk or jeopardizing you in any way. I =espect 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 =r may not have an impact on Jennie's tax status. We clearly need your input =nd guidance on these matters. Further I believe a coordinated effort =etween Howard Lubcher, you and I should address any and all issues as they come =p from time to time. I will attempt to address as many of the issues as I =an in this e-mail and suggest we get on a call so I can address any questions =r concerns you may have after reading through the =etails. CORE: club Tax Returns EFTA_R1_02014605 EFTA02687308 Yes we are behind due to a variety of factors but this will get done within =he next 120 days. I have help coming on board April 1 with the specific =oal 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 =o a term loan which the club is paying back over a 7 year period. Jennie has = 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. =he club began paying the term loan as of May 2010. The original line of =redit issued June 2005 was converted to a 7 year term loan at the end of =009. b.) AES Loans —Jennie is = personal guarantor on loans in the amount of $7.5M issued by the =o-owner and landlord. In July of 2010, the owner entity issued a letter at =ennie's request to conditionally release her from this guarantee. A copy of the =etter is attached for your review; please refer to Page 2 items 1-5. Although =ennie is ultimately in control of most if not all these conditions I would =ike to understand your perspective and how this may impact my question to you =elow. I need to understand how you are using these guarantees (an up to what =mount) 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 =rder to reclaim payroll taxes on her earnings. Also how the delay in our filings =ay impact any taxes you have reclaimed to =ate. JS Estate Planning —Tax Structure In working with Howard Lubcher and Chad Yegelwel (attorney) we needed to =ome up with a tax structure that would allow Jennie to transfer her interest in =CGM to an entity while not adversely affecting control issues while allowing =er to share her assets with her life partner. The attached outlines the =roposed tax structure. Please feel free to comment on it as it relates to =ennie'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 =quity which will result in CODI for TCC International and in turn TCGM LLC. =his restructuring has been on hold for close to two years due to =omplications with the co-owner/landlord. Our hope is that this deal will be inked and =inalized in 2011. Based on initial review with the 2 EFTA_R1_02014606 EFTA02687309 club accountants there are =nough cumulative NOL's to offset the CODI resulting from the restructure =nd thus do not think it will adversely affect =ennie. Ron, please feel free to contact me at your earliest convenience so we can =ddress any concerns. Kind Regards, Daniel CORE: I Daniel Rabia Chief =inancial Officer I New York NY 10022 I Direct I Main: Mobile: I Fax: I www.coreaccess.net CORE: twitter is now live! Keep up to date on everything CORE: at http://twitter.com/coreaccess Original Message From: Jennie Saunders Sent: Thursday, February 17, 2011 8:27 AM To: Daniel Rabia; =stl:PersonName w:st="on" Subject: Daniel - with Ron now - can u give us update on K-ls ....also usdate us on corp filings CORE: Jennie Saunders I Founder & Chairman New =ork NY 10022 I Main: I Mobile: www.coreaccess.net I 3 EFTA_R1_02014607 EFTA02687310 4 EFTA_R1_02014608 EFTA02687311