To: Andrew Farkas From: Tom Mukamal Cc: Frank Garrison May 2, 2013 Re: AYH As discussed, we previously agreed with Rich Kahn, Mr. Epstein's advisor, to follow up on two remaining questions. We are not aware of any other open questions. Below is a summary of where we are on these points along with some general perspective/suggestions on a productive way forward with our partner. First, it is important to take note of the nature of the transaction as that is fundamental in providing insight into the open questions. The business deal as explained to us was that, with respect to the equity investment in AYH, both IGY and Mr. Epstein would be pariparsu on total actual costs incurred by ICY in the acquisition and ownership of the asset up to the date of Mr. Epstein's purchase and would each own 50% of the equity. This principle is consistent with each of the purchase agreement, the operating agreement and the price reconciliation schedule provided to Mr. Kahn which you have seen. I am attaching another copy for your convenience. Please refer to the price reconciliation schedule. This schedule sets forth in detail the actual cash spent by IGY on AYH. It is this cost buildup which formed the basis of the business arrangement contained in the purchase agreement. 1) Related Party Interest Expense incurred by AYH and paid to IGY for the period between May 29, 2007 (the "Epstein Acquisition Date") and August 28, 2007 As you may recall, ICY financed 100% of the purchase price of AYH by drawing approximately $26 million from an IGY credit line (the "Credit Line") from Banco Popular ("BP"). The amount(s) drawn by IGY on the Credit Line were "pushed down" via a loan by IGY to IGY Facilities and down again with a loan from IGY Facilities to IGY-AYH Holdings ("IGY-AYH" ) which was the entity that actually acquired AYH. Between January 18, 2007 (the "IGY Closing Date") and thru the Epstein Acquisition Date, IGY-AYH incurred $412,125 in interest expense on the a