EFTA02385878.pdf

From: Ada Clap Sent: Thursday, April 18, 2013 3:16 PM To: Alan S Halperin Cc: Eileen Alexanderson; Jeffrey Epstein (jeevacation@gmail.com); Jessica Soojian Subject: Re: Release & Indemnification Agreement-2006 Trust • Hi =Ian, Did you have your questions answered and have =ou now signed off on the last version of the Release & =ndemnification Agreement Elyse circulated for the 2006 =rust? The last version I saw was on 4/15 (sent 4:50 =M). Best =egards, New York NY 1O019 phon' IRS Circular 230 =isclosure: Pursuant to IRS regulations, I inform you that =ny tax advice contained in this communication (including attachments) =s not intended or written to be used, and cannot be used by any person =r entity for the purpose of (i) avoiding tax related penalties imposed =y any governmental tax authority, or (ii) promoting, marketing or =ecommending to another party any transaction or matter discussed =erein. I advise you to consult with an independent tax advisor on your =articular tax circumstances. This =ommunication, and any attachment, is for the intended recipient(s) only =nd may contain information that is privileged, confidential and/or =roprietary If you are not the intended recipient, you are hereby =otified that further dissemination of this communication and its =ttachments is prohibited. Please delete all copies of this =ommunication and its attachments and notify me immediately that =ou have received them in =rror. On Apr 15, 2013, at 8:36 AM, Alan S Halperin =rote: Thanks. We have several (minor) comments: 1. My recollection is =hat the trust holds LBF Family Holdings which, in turn, owns an interest in =lack Family Partners. Was there any activity at the Holdings =nbsp;level? EFTA_R1_01405204 EFTA02385878 2. The document records =hat statements are being attached for Black Family Partners since 2006. Please recall, however, that this partnership was not created until 2007. IRS Circular 230 =isclosure: 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 =sed, for the purpose of (i) avoiding penalties under the Internal Revenue =ode or (ii) promoting, marketing or recommending to another party any =ransaction or matter addressed herein. Click=Here for More Information Alan S. Halperin I =artner Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas I New York, NY 10019-6064 From: =nbsp To: =nbsp; Jeffrey Epstein (jeevacation@gmail.com)" <jeevacation@gmail.com>= Date: =nbsp; 04/15/2013 08:14 =M Subject: =nbsp; FW: Release & Indemnification Agreement From: Kirschner, Elyse =mailto Sent: Sunday, April 14, 2013 10:41 AM To: Eileen Alexanderson Subject: RE: Release & Indemnification Agreement Hi =ileen, Attached is the =inal version of the release for the 2006 trust. It incorporates the comments =rom Ada and Alan, as well as a few additional changes I just made. I am also attaching a redlined version to highlight the changes I =ade. Please let me =now if you have any questions. 2 EFTA_R1_01405205 EFTA02385879 Thanks. Elyse Elyse G. =irschner I Partner McDermott Will & Emery LLP I 340 Madison Avenue, New York, NY =0173 +www.mwe.com <http://www.mwe.com/> From: Eileen Alexanderson Sent: Wednesday, April 10, 2013 9:40 AM To: Kirschner, Elyse Subject: RE: Release & Indemnification Agreement Good morning =lyre, do we have final version? Thanks, =ileen From: Kirschner, Elyse =mailto Sent: Thursday, April 04, 2013 9:21 AM To: Alan S Halperin Cc: Ada Clapp; Eileen Alexanderson; Jeffrey Epstein; McCaffrey, =arlyn Subject: RE: Release & Indemnification Agreement Hi Alan, Please see my =nswers below in red. Elyse Elyse G. =irschner I Partner McDermott Will & Emery LLP 1 340 Madison Avenue. New York. NY =0173 +www.mwe.com <http://www.mwe.comh From: Sent: Friday, March 29, 2013 3:14 PM 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 =lready circulated, please consider the following: 3 EFTA_R1_01405206 EFTA02385880 1. Recitals 12 and 27 are duplicative. Yes. =nbsp;l will delete one of them. 2. As you know, in the trust agreement, at Article IX (A), there are specific provisions governing the settlement of accounts. Should =his 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 =he Trustees with a release and discharge. Do you think it also is =ppropriate to have them provide an indemnity in light of the following: Leon is =roviding an indemnity; with one minor exception, no distribution has been made to the other beneficiaries; and the trust instrument itself =rovides broad indemnity language? On a related issue, should we limit Leon's =ndemnity to some amount, such as the excess distribution? The trustees may reasonably believe that an indemnification from Leon is =ood 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 =eneficiary indemnify the trustees against any loss attributable to a claim brought by him or her. The scope of Leon's indemnity clause in the =greement is broader than those of Debra and the children. 5. As we discussed in our prior call, the accounting will cover =nly the transactions of the trust (with attached schedules for BFP), but not those of the GRAT. Do you expect to have a separate release =overing 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 =eam. I believe =hat 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 =sed, for the purpose of (i) avoiding penalties under the Internal Revenue =ode or (ii) promoting, marketing or recommending to another party any =ransaction or matter addressed herein. Click Here for More Information Alan S. Halperin I =artner Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas I New York, NY 10019-6064 From: "Kirschner El se To: "Ada=Clapp" Cc: "Eileen Alexanderson" S Halperin/PaulWeiss@PaulWeiss Date: 03/27/2013 09:22 AM Subject: RE: Release & Indemnification Agreement "Jeffrey Epstein" <jeevacation@gmail.com>, Alan 4 EFTA_R1_01405207 EFTA02385881 These changes are fine. I will input them. But I think we =lso need to add something about attaching annual financial statements for =FP. And best of luck in your new role! Elyse G. Kirschner I Partner McDermott Will & Emery LLP I 340 Madison Avenue, New York, NY =0173 +1 212 547 5327 Iekirschner@mwe.com <mailto:%20ekirschner@mwe.com> +www.mwe.com <http://www.mwe.com/> From: Ada Clapp [mailto:ada.clapp@gmail.com <mailto:ada.clapp@gmail.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 are well. I started with Leon's family office this week! My new contact information is below. Attached are a few minor proposed revisions to the Release & =ndemnification Agreement. Please do not hesitate to call should you wish to =iscuss. Best regards, Ada Clapp =Black Family Partners c/o Apollo Management 9 W 57th Street New York NY 10019 phone: email: 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 =uthority, or (ii) promoting, marketing or recommending to another party any =ransaction 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 =roprietary If you are not the intended recipient, please delete this =essage. 5 EFTA_R1_01405208 EFTA02385882 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) =voiding 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 =essage and all attachments are a private communication sent by a law firm and may be confidential or protected by privilege. 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Any review, =etransmission, dissemination or other use of, or taking of any =ction in reliance upon this information by persons or =ntities other than the intended recipient is prohibited. =nbsp;lf you have received this email in error please contact the =ender and delete the material from any computer. Apollo Global Management, =LC This email and any files transmitted with it are confidential and intended solely for the person or entity to whom they are addressed and may contain confidential and/or privileged material. Any review, retransmission, dissemination or other use of, or taking of any action in reliance upon this information by persons or entities other than the intended recipient is prohibited. If you have received this email in error please contact the sender and delete the material from any computer. Apollo Global Management, LLC 6 EFTA_R1_01405209 EFTA02385883 This =essage is intended only for the use of the Addressee and may contain information that is privileged and confidential. If you are not =he intended recipient, you are hereby notified that any dissemination of =his communication is strictly prohibited. If you have received this =ommunication in error, please erase all copies of the message and its attachments and =notify us immediately. <Leon =lack Release Agreement =New).DOC><WS_BinaryComparison_#41510967v2_DM_US_ - =eon Black Release Agreement (New)-#41510967v3_DM_US_ - =eo.DOC> 7 EFTA_R1_01405210 EFTA02385884