EFTA01463848.pdf

EFTA01463848 EFTA01463849 EFTA01463850 EFTA01463851 EFTA01463852 EFTA01463853 EFTA01463854 EFTA01463855 EFTA01463856 EFTA01463857 ■V":: : r- ;v Tlie Haze Tnist S* TRUST AtjREBMENT dated ^ JEFFREY E. EPSTEQ4, M Grantor, and JEFFREY B. EPSTEIN, as Trustee. T , IS91 , bMween fiRST The Oraatoi hereby transfiBis to the Trustee the proper^ desciltod in Schedule A annexed fao!^, to be administered and disposed of as provided in this AfjtemenL The Trustee Aall retain such proper^. IK TRUST, for the (b) following purposes: 0>To pay aiqr part or all of the income and simh sums from or any part or all of the principal of the Trust as the Trustee, in Ids discretion, from time to time determines for iiiy reason whatsoever la, fiv, oroabdialfafibeGraiilor. Any income not so paid dwll annually be added to the prhwipal. 00Cte the deadi of dm Grantor, to dispose of the remalalDg income EFTA01463858 and principal of dw 'nust, including ai^ property received by the Trust as a result of the Grantor's del^ to the estate of dm Grantor. SECOND In exeicisbig aoy discretimi Che Trustee, may, but shall not be required ro, considm' and accept as correct any statement whirii he believes to be reli^le made by any person, includhig a perron itferested in die way in which the dlsct^on is exercised. The Trustee, in exercising aiD' discretionary andiority given to him under any provision of this ^reemcid, shall not be required to take into account any odter tesoutc» of •ft mi V, •'1 A' ri V *if, EFTA01463859 I -m'■ incontt or of principal available to the person to wtnm a distribution is under consideration. •v op*. •V -'mVi In extension and not in limiution of authority vrhich the Trustee would odierwise have pursuant to law or pursuant to the other provisions of this Agreementr the Grantor directs that the Trustee have the following discretionary powers: (a) To retain for as long a period of time as he may consider advisable or pngter any property of any kind which may at any time be in his bands. (b) To sell at public or private sale or to exchange any property which may at any tone be in his hands, witittut application to al^ court, on ai^ terros whit' he may consider advisable or proper, including terms involving an extension of credit for any . . period of time and wifli or widwui security . ; (c) To ac^jUite, buy, sell, contract to buy, contract to sdl;i sell short,'buy on . > maxgm, exchange, engage in risk arbitrage transactions widi respect to„ and. trade in • ■ . Stocks (common or prefemd), bonds, ttotes, .obligations (secured -or OnsecuRd), ■ , securities of open-end and daed-cod investmeiit companies and comrnon-trust funds, other securities (issued cr- to be issued), commodities, futures, options, executory contracts for the purchase or sate of securities and commodities, moitgagim, and other pnoperty, r^ or personal, of any kind, wtedter simiter or dissimilar to that specifically enumerated, and imetests in any of die foregoing, without being bound by any provision of taw restricting investments by trustees, and witfaout regard to any principles of EFTA01463860 diversification. (d) To purchase, sell or exercise conversion, aibscriptimi and other rights, and warrants, puts, calls, straddles, and dhec options, to mdce payments far connection therewith and to sell naked options, whether calls or puts, and to deal in otiber rinancial instrunients. e l 'A y f. Hi e l V. 1 \v 1' '•mi' '4* • i. (e) To make any authorized transactioa for cash or on credit or partly for EFTA01463861 cash and parity on credit, with or without security, or partly or wholly With borrowed ftinds. (f) To borrow moil^ for aiy purpose and to pledge or mortgage property as securiy for money borrowed or for other transacrions. •3 'V, ,l'^' V 2 ■f. i" .V'J V,. Vs V •l'IV 'iV is S' EFTA01463862 iV -V' my: 'V V. .V "I- 15 11 EFTA01463863 i*' / V '1'. 1<.. L.' wv 'im0pAt 'c -v:- */ (g) To partkipate in reotganuatknis. consolUlations, mergBrs, liquidations, or other capital adjustments affecting securities held by him. (h) To retain any mteitst in, to invest in and to become a mraiber of, any partnership or joint venture, to comply with all the tenns and provisions of every partnersh^ and joint venture relating to any investment at any time held by him, and to vote, execute consents, exercise all rights and take such other action with respect to any partnership or joint venture as he, in his distmetlon. deems advisable, ' (i) To invest In or otherwise acquire any property, teal or personal, of any kind, without limitation, without being bound by auy provision of law restricting investments by trustees, including but not limited to common and [nefened EFTA01463864 stocks, secured and. unsecured obligations, muhul and emnmon. funds* other securities, mortgages, and interests and options in any of the foregoing. . . , (j) . To permit ftinds to remain uninvested,- and to. imin for an unlimited period of time and to at"piire and retain property which.is not productive of income. <k) To hold securitks in the names of nominees or in such form as to pass by delivety and to remove property to or from any jurisdiction. - (I) To employ attorneys, actmunlants, investn"t adviserSi securi" analysts, brokers, agmUs, clerks, booldteepers, stmtogiaphers and assistams, and to pay the fair and reasonable value of their services, and in connection with this power a Trustee who is an attorn", an accountant or a broker or ai" firm of Moroeys, accountants or brokets of which a Trustee is a partner or employee may be reuiinxl on bdtalF of the Trust bereunder and compensated for servic<» rendered. (m) To lend money or (Mdmr proper^ to any peraon, corporation, pait^rship, estate, Tiuo or other entity. (n) To distribute inemne or principal in cash or in kind or partly in each. Such distributions may be made to any trustee, beaefudary or mmdndetman with property dial 1$ like or different from the property used to make any other distribution to any other misiee, baiericiary or remainderman. <o) To hold all or part of the propeny held hereunder in common investmwits V 'V ;v,' EFTA01463865 vi ii.' 3 ' , ' :<'J' V ' "V v! t t: .j , "z V V V rS EFTA01463866 1 Iv .v Et. ;v '/.-Vr: ViV or ftinds. V- *.V Vi mj" *.›* ;V ' -V 3 W I mr- : .V V" -I' 71', EFTA01463867 v;;j: . 1. EX V, K V' V' NV V A ' -J EFTA01463868 '.V. 1. ■ i, '■ V .V .ii! 'W •r> 'tV -.'4::-- A W-- :A :-;.V:;rA:-;rA--:r {.• - ,'r •V v:-: • ' EFTA01463869 ii> .*. ■( 4 :v :i:;v >1 ,v .96 *v (p) To operate, repair, alter and improve any real pn"rty which lb may hold or in which he may hold on interest or a participation; to erect or demolish boildiogs thereon; to enter into leases for such real property or any part thereof or aiiy imemt or partic"palion thetein for any period of time; to mortgage such real proper^ or any part thereof or any interest or participation tbaein for any period of time; to gram options with respect to sw* real property, mortgages and leases or any imeie« or partici^tion thoein for apy period of time; to perform, modify, waive provisions of. extend, renew* tenninate or otherwise act in respect of any such leases, mortgages or options; to cause such red property or ar^ interest or par^pation thetein or any part theieof and himself to be insured against any and all risks; to reuin an agent or agents for any of the forogoing puipcBes; and to do or omit to do anything of any kind or nature with respect 10 any such real ptvperty any pan thereof or any intcaest'or option with EFTA01463870 reflect thereto and d>> numagetsent thereof which he may in his discretion consider advisable, whether or not swm act or otnision is hereinabove specifically mentioned, without being bound by restrictions virfaich might otherwise be applicable and widjout court approval. (q) To determine, in case of imtsonable doubt on his part, whether any proplr cmning into his hamis constitutes income m principal, and whether any payment or expenditure made by lam shall be charged to income or to principal. (r) To become or comiiwe to be an ofBcer, director or employee of any corporation, stock of which may be owned by the Grantor's estate or the Trost created bneunder and as siKdi officer, director or employee to receive a salary, bonus or other compensation in reasonable amrmm for services rendered to said coiporadon. <s) To delegate to any one of the Tnistees any nondiscietionaty power, including but not limited to die power, singly or with others, to sign checks, withdrawal slips, mstiuctions for the retBipt or deliveiy of securities or other property, and instroettons for the payment or receipt of money, and the power, singly or with others, to have access to any safe depralt box or other place where property of the Trust created pursuant to this Agreement is deposited. (t) To transfer any property winch he may at any time bold to any jurisdiction which he deems advisable. .•t M.' EFTA01463871 V- .•1 Vi*i' *.r ■.c ■'o. V: .4 V. V: V. EFTA01463872 •'I CVs asi t,' V: LIf-" 1- . ' ;C EFTA01463873 '•V, ' v: .V V/, - ;v 'mi. V. 4 .V: v' mT •V M. v. * ' 'I' -4- ,vJ EFTA01463874 >7. • Vuv •i; •.V-J . 7- >:■ :v • -*1 'ry :i 4V:**4V:* v.V'v •vr'v •I. A* • - *10 •V >;* V:*) EFTA01463875 V' "V Y; ■'7v Y V •4' y:r v*. A *4' N Y. Y• \ EFTA01463876 iiU •• 'A m- ::: 'i. V Vf,* V. V -v .V. ;V ;.;v -'V*;v Y. [t; X' .V 1. r. EFTA01463877 :vvV fL', v'.- ■:'v :.aV SIMJ ■ \I .Y A' iM' -v-: •*'A The Trustee shall continue to have all the powers herein vested in him umil the final distribution of all property in bis hands - V A' EFTA01463878 -'1 .V ii;: " :aV':/-r• 1,08^, y FOURTH The Giahtor'authorizes and empowers the t^tee to sell, to continue or to liquidate, in whole or in part, the Tnist's interest in any coq>oration, partnersh^)* individual proprietoiship or other business, subject, however, to Lb> provisions of any stockholders' Agreement or other Agreement with respect to such business which nay be in force. Any such sale may be at a price and on terms or conditions which the Trustee in good faith considers lair and advisable. Any such sale may be made to any one or more of the Grantor's business associates, any one or more employee of any business in which die Grantor may be ei^ed, and any one or more of the Qiantor's reladyes, even though said business associates, employees and relatives, or any .of deni', may be a Trustee under this Agreement. The Grantor further authorizes and empowers the Trustee to acquire and to comluct any business of any kind, or any interest in any such busmess, in partnership, individual, corporate or other form, and to continue such business or intcsest dierein as long as he may consider it advinble, and to enter into contracts, make e>qonditure$ and do all other acts which he may regard as neces^ or proper in conDeedoa widi die acquisition and conduct of such business or interest therein. Such authority and power may be exercised notwithstanding the participation of one or more of die Trustees in such business in his individual capacity. The acquisidoD and conduct of such bustnus or interest therein shall be at the risk of (he Trust acquiring or conducting such business or inceiest dierem, and the Grantor hereby exonerates the triistee Irom any personal toss or liability which he might otherwise incur by reason of die acquisition or conduct of such business or interest therein. The authority granted to EFTA01463879 the Trustee pursuant to this article shall be in addition to and not in limitation of the powers granted to him elsewhere in this A^eement. Vi' r.\ WSS I .V •Vo> mt .A' hV 'V?"' i ' V- EFTA01463880 '.vy- :'.v: Y '1 :V -V N V •aV. A iv- :1 V' 'NV EFTA01463881 •K< ;a ■'•V • T.0 ;/v The Grantor makes the following provisions with respect to the Tnistt*? '.V m>. 'v: . : 5 Italia 'V; EFTA01463882 EFTA01463883 A' •n :TTITTT ,. A■. A,A A, • -A: I A , , * -1 A' A- A A' V. ' *m: "1 .*Im A .I .V •A'.vV A' :<>Vv •7. •i :»v V ;.v.V. 07. .V*I V-: 0 •V 1 • (a) 71k test acting Ttustae is authorized to designate one or more additional EFTA01463884 os wecmot Ttustees. Designadou shall be in writing and nuy be revoked in writing by the maker thereof at any time prior to the {Qualification of the person designated. (b) If at any time no Trustee is acting and no successor has been designated or no successor who has been designated is avaiUbie to act. JEFFREY A. SCHAN7Z is appointed as successor Trustee. (e) Any Trustee may resign by giving notice to take effect on the dale specified in said notice. (d) A Trustee may resign or qualify only by a written insttument mailed or delivered to the Grantor or a Trustee tbm acting. (e) Mo Trustee at any &ne acting hereunder shall be required m give any bond, uodertakuig, or other security for the isMifiil performance of bis duties in any jurisdictiott or to liable for tiie acts or omissions of ai^;otber Tnistee.^ (f) Ary tefiMeiKe hetein to the Trustee shall include stirvivora, successors and additional Tiu^ees. " 1 The Oraidor, or ai^ other person, with die consent of Che Trustee, shall have the right to make addttioos to the Trust hereunder by will or otherwise by transferring to the Trustee additional real or personal pioperqr. a The Trusme bereby accepts the Trust and agree to execute it m the best of his ability. EIGITTH The Grantor retains dK right at any time or times during his lift to revoke, in whole or in part, this Agreement and the Trust created hereunder and to receive a ponion or the entire income and principal. The Oramor retains tiK light at any tkne or timet during his life to amend this Agreement and tim Thist created hereunder. 6 leiM.t : A*.' Tbt Grantor may revoke or amend this Agreement and tbe-Tnist create hereuider by a written and aclmowkdged insoument. The right to revoke or amend the EFTA01463885 Trust shall be a petsonal tight of Qtt Grantor and may not be exercised on his behalf by any guardian, coivarvator, conindttee or other such CDtiQr. This Agreemnit and the IVust created hereunder shall become inevoeable and unameodable upon the Grantor's death. NINTH This Agreement and the Trust hereby created shall be conitnied and regulated by the laws of the State of New York. TENTH TMs Agreement and the Trust created heieundn mi^ be referred to as The Haze Trust. - V IN WITNESS WHEREOF, die undnslgiied have cocecuted this Agreement as of the day and year first above written. >> E. Glamor f JEFPREV^E. BPffTBIN. Trustee • 7 loin.i V . EFTA01463886 EFTA01463887 www TM. A : , A: A < A• • • • A •' « V • >.V 1 I 'i. EFTA01463888 • V. ' lUtMt •; 8 X' ' .X* •-X' •V X. EFTA01463889 -r •• I.V >> EFTA01463890 I-' t • •. ••, :v EFTA01463891 00'00IS r STATE OF k-f ) COUNTT OP !-. S. -J V: fe.'0 On (lie ^ day of , 199*/ personally came JWFRBY E. EPSTEIN, to me known and known to me to be the individual described in and who executed the foregoing instcumem, and duly acknowledged (o me that be executed the same. HAHnVI.BEllElt EFTA01463892 NMwy t*wbllw StMt e( tlawlMt _ N».oieE48saa34 OiMittM in fleettMit CmiMv yi,n CwrwUM1BB BmVw Pae. 17.20i£F -r i. n V •I EFTA01463893 * V '.I A -A*.' A'. •V EFTA01463894 V; •V •V c/. 9 u'. mt?.i _v. - 'I v. EFTA01463895 V :1. ^f^rKPTANCE OF SUCCESSOR TRUSTEE QgTHRHAZIATiAi;^ ■t r• WHEREAS» Jeffrey E. Epstein is Trustee of The Haze Trust (the '•Trust"), EFTA01463896 created pursuant to a trust agreement dated February 9, 1999 between Jeffrey E. Epstein, as Grantor, and Jeffrey E. Epstein, as Trustee (the "Trust Agreemenr); and 'WBEREAS, Jeffrey E. Epstein, Trustee of the Trust, pursuant to the previsions of Article FIFTH, paragraph (a) of the Trust Agreement, designated Darren K. Indyke, lo act as Trustee of the Trust; NOW» THEREFOB£, the undeisigned hereby accepts his appointment as Trustee and agrees to be bound by all the tenns and conditions of dte Trust Agreement. effective from and after the date thereof. Dar^K.Indyke Dated as of; May 8,2007 ^.V >:fv 7 'V A EFTA01463897 YY; EFTA01463898 V -r •i. V. ' •V *.« EFTA01463899 ** ›* • •r • -* ; ; a> V/ EFTA01463900 \ 11 v*:V '-A-'; • • V •/ y*V EFTA01463901 v;^ V THE HAZE TRUST Paaigii^tio6 of Tmitec I. The Haze Trust (the 'Trust") was created under a trust agreement dated February 9,1999 between Jeffrey E. Epstein, as Grantor, and Jeffrey E. ^tein, as Trustee (the "Tnist Agreemem"). 2. Pursuam to the provisions of Article FIFTH, paragraph (a) of the Trust Agrennent, the Trustee is authorized to designate one or more additional Trustees of the Trust, and such egnaiions shall be in writing. ' 3. JefiBey £, Epstein, as Trustee, hereby designates Darren K. Indyke, to act as Trustee of the Trust, effective horn and after the dote hereof. Dated as of: May 8,2007 EFTA01463902 V • •• vl. V EFTA01463903 'V I! EFTA01463904 I • V: EFTA01463905 ;r V' V. V.>V V;. EFTA01463906 V V EFTA01463907