EFTA01897533.pdf

To: Melanie Spinella From: Jeffrey Epstein Sent: Thur 4/4/2013 1:57:01 PM Subject: Fwd: Release & Indemnification Agreement Forwarded message From: Kirschner, Elyse <[email protected]> Date: Thu, Apr 4, 2013 at 9:21 AM Subject: RE: Release & Indemnification Agreement To: Alan S Halperin Hi Alan, Please see my answers below in red. Elyse Elyse G. Kirschner I Partner McDermott Will & Emery LLP I 340 Madison Avenue, New York, NY 10173 +1 212 547 5327 [email protected] I www.mwe.com From: Alan S Halperin [mailto: Sent: Friday, March 29, 2013 3111 To: Kirschner, Elyse Cc: Ada Clapp; Eileen Alexanderson; Jeffrey Epstein Subject: RE: Release & Indemnification Agreement Hello Elyse. The proposed agreement is in good shape. In addition to the comments already circulated, please consider the following: 1. Recitals 12 and 27 are duplicative. Yes. I will delete one of them. EFTA_R1_00323661 EFTA01897533 2. As you know, in the trust agreement, at Article IX (A), there are specific provisions governing the settlement of accounts. Should this particular provision be cited in the agreement? OK. 3. The agreement describes the over-distribution. Should we make a cross reference to a schedule showing the calculations, which could be embedded in Schedule J (Other Pertinent Facts). OK. 4. I appreciate the need to have Debra and the children provide the Trustees with a release and discharge. Do you think it also is appropriate to have them provide an indemnity in light of the following: Leon is providing an indemnity; with one minor exception, no distribution has been made to the other beneficiaries; and the trust instrument itself provides broad indemnity language? On a related issue, should we limit Leon's indemnity to some amount, such as the excess distribution? The trustees may reasonably believe that an indemnification from Leon is good enough. But, in order to discourage any future family controversy, as unlikely as that may be, we think it's a good idea to have each beneficiary indemnify the trustees against any loss attributable to a claim brought by him or her. The scope of Leon's indemnity clause in the agreement is broader than those of Debra and the children. 5. As we discussed in our prior call, the accounting will cover only the transactions of the trust (with attached schedules for BFP), but not those of the GRAT. Do you expect to have a separate release covering the GRAT term? On this issue, I am not troubled if we do not have this separate release. But I wanted to raise the issue for the team. 1 believe that Tom Turrin will be preparing accountings for the GRATs as well. I think that we should have a separate release covering the GRAT term, just to cover all of the bases. IRS Circular 230 disclosure: To ensure compliance with requirements imposed by the IRS, we inform you that any U.S. federal tax advice contained in this communication (including any attachments) is not intended or written to be used, and cannot be used, for the purpose of (i) avoiding penalties under the Internal Revenue Code or (ii) promoting, marketing or recommending to another party any transaction or matter addressed herein. Click Here for More Information Alan S. Halperin I Partner Paul, Weiss, Raking, Wharton & Garrison LLP 1285 Avenue of the Americas I Now York. NY 10019-6064 2121 373-3313 (Direct Phone) I L21?1492.0313 (Direct Fax) aharporingporMeorso corn I worry paulwoos corn From 'Kirschner. Elyse <6 lorschnergmwo con> To: 'Ada Clapp" <oda clapgg,gmaa.com> Cc 'Eileen Aloxanderson' <oat° ionuorson,rtapoNo.arivori. corn>. 'Jeffrey Epstein' ciocvocationZgmad coot>. Alan S HalperiniPaulWeiss@PaulWeiss Date. 03/27/2013 09:22 AM Subject RE: Release & Indemnification Agreement EFTA_R1_00323662 EFTA01897534 These changes are fine. I will input them. But I think we also need to add something about attaching annual financial statements for BFP. And best of luck in your new role! Elyse G. Kirschner I Partner McDermott Will & Emery LLP I 340 Madison Avenue, New York, NY 10173 +1 212 547 5327 [email protected] I www.mwe.com From: Ada Clapp [mailto:ada.claoo(agmail,CoM] Sent: Tuesday, March 26, 2013 5:16 PM To: Kirschner, Elyse Cc: Eileen Alexanderson; Jeffrey Epstein; Alan S. Halperin Subject: Release & Indemnification Agreement Hi Elyse, Hope that you arc well. I started with Leon's family office this week! My new contact information is below. Attached arc a few minor proposed revisions to the Release & Indemnification Agreement. Please do not hesitate to call should you wish to discuss. Best regards, Ada Clapp Black Family Partners clo Apollo Management 9 W 57th Street New York NY 10019 phone: 917:2E6.5535 email: OSIO,clappagmai, -,T! IRS Circular 230 Disclosure: Pursuant to IRS regulations, I inform you that any tax advice contained in this communication (including attachments) is not intended or written to be used, and cannot be used by any person or entity for the purpose of (i) avoiding tax related penalties imposed by any governmental tax authority, or (ii) promoting, marketing or recommending to another party any transaction or matter discussed herein. I advise you to consult with an independent tax advisor on your particular tax circumstances. This message, and any attachment, is for the intended recipient(s) only and may contain information that is privileged, confidential and/or proprietary If you are not the intended recipient, please delete this message. EFTA_R1_00323663 EFTA01897535 *Iria Ink*******Irdrdr******IrMlIretInIli******nrilitiktritirirfriefattliiill*********.raft***AltilittiHltitteitilrirlinefl IRS Circular 230 Disclosure: To comply with requirements imposed by the IRS, we inform you that any U.S. federal tax advice contained herein (including any attachments), unless specifically stated otherwise, is not intended or written to be used, and cannot be used, for the purposes of (i) avoiding penalties under the Internal Revenue Code or (ii) promoting, marketing or recommending to another party any transaction or matter herein. This message is a PRIVILEGED AND CONFIDENTIAL communication. This message and all attachments are a private communication sent by a law firm and may be confidential or protected by privilege. If you are not the intended recipient, you are hereby notified that any disclosure, copying, distribution or use of the information contained in or attached to this message is strictly prohibited. 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