From: Sent: Sunday, April 7, 2013 5:19 PM To: Jeffrey Epstein Subject: *Confidential: Re: Model Scenarios - Confidential Hi Jeffrey, The founders received a debt financed distribution of $1B from AMH in 2007 (44% to Leon and 28% to each of Marc and Josh). They didn't have any tax basis in their AMH interests at the time; however, the new debt was allocated to them, which resulted in a $1B of tax basis in their AMH partnership interests that allowed them to receive the distribution tax- free. This $1B is the Tufts gain - a gain that will be recognized as AMH liabilities are no longer allocated to the founders. 20% of those liabilities shifted away from the founders to APOC in 2007 at the time of the 2007 sale, and the founders recognized 20% of their Tufts gain (5200M in total) in 2007. That left 80% of each founder's Tufts gain (5800M in total) remaining. Absent a guarantee, the Tufts gain will get triggered ratably as the founders exchange APP interests for AGM units. Let me know if you want to discuss in more detail. Thanks, Brian Brian Knudson I Partner I National Tax - Partnership and Joint Ventures Ernst & Young LIP 200 South Sixth Street Suite 1400, Minneapolis, Minnesota 55402 United States of America Office Mobile: I <mailto Website: www.ey.com Assistant: Lenora Wold I Phone: I <mailto Thank you for considering the environmental impact of printing emails. From: Jeffrey Epstein <[email protected]> To: Date: 04/07/2013 11:32 AM Subject: Re: Model Scenarios - Confidential how is the tuft gain ccalculated On Sat, Apr 6, 2013 at 11:54 PM, <mailtc > wrote: Hi Jeffrey, EFTA_R1_00113833 EFTA01788848