EFTA01008664.pdf

From: David Mitchell To: Jeffrey Epstein <[email protected]> Subject: Fwd: Life Hotel PSA Date: Sun, 13 Jan 2019 12:05:07 +0000 Attachments: MRR - Purchase_and Sale Agreement _Life Hotel.docx; ATT00001.htm; Redline_- _MR11_7_Purchase_anTI Saie_Agreemeni Lire Hotel.pdf; ATT00002.htm DAVID MITCHELL Mitchell Holdings LLC 745 Fifth Avenue New York NY 10151 USA Begin forwarded message: From: "Danow, Matthew" Date: January 11, 2019 at 4:27:49 PM EST To: 'David Mitchell' Cc: "Amengual, Randolph" Subject: FW: Life Hotel PSA David—per our conversation, I've reviewed the Buyer's mark-up of the PSA. Below are what I see as the major/business issues: 1. MRT Savings-Buyer does not want to split mortgage tax savings. 2. Transfer Tax Split-Buyer wants Seller to pay all transfer taxes, no 50-50 split 3. Restaurant Lease—Buyer wants the Restaurant lease terminated at Closing. 4. Access Point Equipment Lease—Buyer wants Equipment Lease terminated at Closing 5. Seller Breach—If Seller defaults prior to closing, Buyer wants the right to recover reimbursement of its costs up to $300,000 6. Post-Closing Liability for Breach— a. Buyer wants 1 year survival on reps and warranties (We had 90 days; I would go up to 180 days, max) b. Buyer wants Seller to deposit a $500,000 holdback in respect of post closing liability. I know we don't want to do this, but they may insist on this or a personal guaranty for breaches. c. Buyer wants Seller to be liable post-closing for claims up to $1million (we had $500,000) d. Buyer wants an indemnity for any losses for breach of a rep (this is unusual; we typically agree to pay damages, not defend claims) 7. Employees/ERISA—We'll need labor counsel to weigh in on potential liability to Seller for this. a. Buyer wants Seller to terminate all employees as of Closing and Buyer will rehire employees it wants. b. ERISA/Withdrawal Liability—Buyer wants Seller to be liable for any ERISA withdrawal liability (we had Buyer liable and posting a bond to protect Seller) 8. Accounts Receivable-Buyer does not want to buy the accounts receivable, and wants first dollars collected post-closing to be applied to the period after closing (and you only get money after he's been fully paid). EFTA01008664  9. IP—Purchaser wants to include all intellectual property and trademarks in the sale, including Life, Life Magazine, Henry, Gibson & Luce, etc. (We had excluded this) 10. Violations—We agreed to pay any fines or penalties with respect to any violations, but wanted to cap liability at $100,000. Buyer wants no cap. 11. Assignment of Contract—Buyer wants the right to assign the contract to an "affiliate" of the owners of Purchaser.. agree, but with a requirement that named Seller principals control the Assignee and own not less than 25%. 12. Reps & Warranties—We'll have to discuss some of the representations and warranties Buyer asked you to make. Please let me know your feedback on the above issues. Regards, Matt Matthew Danow, Esq. Katsky Korins LLP 605 Third Avenue New York, New York 10158 Direct Dial: Direct Fax From: David Mitchell [mailto: Sent: Thursday, January 10, 2019 7:54 PM To: Danow, Matthew Subject: Fwd: Life Hotel PSA DAVID MITCHELL Mitchell Holdings LLC 745 Fifth Avenue New York NY 10151 USA Begin forwarded message: From: "Davis, Jeffrey" Date: January 10, 2019 at 7:13:39 PM EST < To: ' Subject: Fwd: Life Hotel PSA Please send to your attorney Jeffrey Davis Senior Managing Director Co-Head Americas Hotels Capital Markets JLL Hotels and Hospitality EFTA01008665  Sent from my iPhone while I ignore those I am with Begin forwarded message: From: Michael Roth Date: January 10, 2019 at 6:06:51 PM EST To: "Davis, Jeffrey" Cc: Rotem Rosen , Larry Eppley , Jerry Rotonda Subject: [EXTERNAL] Life Hotel PSA Jeff, attached is a revised draft of the Life Hotel PSA, clean and redlined to the seller's initial draft. This revision has not been reviewed by our client, and remains subject to their review. We look forward to hearing from the seller and their counsel. Michael J. Roth +1 312-499-6312 I direct https://na01.safelinks.protection.outlook.cornfi url=http%3A%2F%2Fwww.sheppardmull in.com%2Fmroth&amp:data=02%7C01%7Cjeffrey.davis%40arn.j 11.com%7C31cc199cbf4945a7de8f08d67750946b%7Cbfef2b06d256418ebd038d3687987063%7C0%7C0% 7C636827586383844037&amp;sdata=eVWly7zBjfzMeeVNniW4nxSjTZ I FzEp5107rAtEy9xo%3D&amp;r eserved=0 SheppardMullin 70 West Madison Street, 48th Floor Chica o IL 60602-4498 main 7de8f08d67750946b%7Cbfef2b06d256418ebd038d3687987063%7C0%7C0%7C636827586383854046&a m -sdata=NJeA nY%2BWRS.%2FNhA3PIRBvSoB6G4 oxJHIcR ohz9rc%3D&amp;reserved=0 Attention: This message is sent by a law firm and may contain information that is privileged or confidential. 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