EFTA02385940.pdf

From: Alan S Halperin O. Sent: Thursday, April 18, 2013 3:26 PM To: Ada Clapp Cc: Eileen Alexanderson; Jeffrey Epstein (jeevacation@gmail.com); Jessica Soojian Subject: Re: Release & Indemnification Agreement-2006 Trust By the way, we also gave the accountant our comments as to the accounting. As we all know, we cannot proceed with the execution of the release until the accounting is updated and reviewed. Best. Alan 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 chttp://www.paulweiss.com/files/tbl_s29Publications/FileUpload5679/5647/230.pdf> Alan S. Halperin I Partner Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas I New York, NY 10019-6064 <mailt. I www.paulweiss.com <http://www.paulweiss.com/> From: "Ada Clapp" To: Alan S Halperin/Paul Weiss Cc: "Eileen Alexanderson" <jeevacation@gmail.com>, Jessica Soojian/PaulWei Date: 04/18/2013 11:16 AM Subject: Re: Release & Indemnification Agreement-2006 Trust Hi Alan, effrey Epstein (jeevacation@gmail.com)" Did you have your questions answered and have you now signed off on the last version of the Release & Indemnification Agreement Elyse circulated for the 2006 Trust? The last version I saw was on 4/15 (sent 4:50 PM). EFTA_R1_01405295 EFTA02385940 Best regards, Ada Clapp Black Family Partners c/o Apollo Management 9 W 57th Street New York NY 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 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 communication, 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, you are hereby notified that further dissemination of this communication and its attachments is prohibited. Please delete all copies of this communication and its attachments and notify me immediately that you have received them in error. On Apr 15, 2013, at 8:36 AM, Alan S Halperin < > wrote: Thanks. We have several (minor) comments: 1. My recollection is that the trust holds LBF Family Holdings which, in turn, owns an interest in Black Family Partners. Was there any activity at the Holdings level? 2. The document records that statements are being attached for Black Family Partners since 2006. Please recall, however, that this partnership was not created until 2007. 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 <http://www.paulweiss.com/files/tbl_s29Publications/FileUpload5679/5647/230.pdf> Alan S. Halperin I Partner Paul, Weiss, Rifkind, Wharton & Garrison LLP 2 EFTA_R1_01405296 EFTA02385941 1285 Avenue of the Americas New York NY 10019.6064 I www.paulweiss.com <http://www.paulweiss.com/> From: "Eileen Alexanderson" To: "'Ada Clapp— , Alan S Halperin PaulWeiss "Jeffrey Epstein (jeevacation@gmail.com <mailtoieevacation@gmail.com> )" <jeevacation@gmail.com <mailto:jeevacation@gmail.com» Date: 04/15/2013 08:14 AM Subject: 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 Eileen, Attached is the final version of the release for the 2006 trust. It incorporates the comments from 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 made. Please let me know if you have any questions. Thanks. Elyse Elyse G. Kirschner I Partner www.mwe.com <http://www.mwe.com/> From: Eileen Alexanderson [mailto: 3 EFTA_R1_01405297 EFTA02385942 Sent: Wednesday, April 10, 2013 9:40 AM To: Kirschner, Elyse Subject: RE: Release & Indemnification Agreement Good morning Elyse, do we have final version? Thanks, Eileen From: Kirschner, Elyse [mailto Sent: Thursday, April 04, 2013 9:21 AM To: Alan S Halperin Cc: Ada Clapp; Eileen Alexanderson; Jeffrey Epstein; McCaffrey, Carlyn Subject: RE: Release & Indemnification Agreement 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 I www.mwe.com <http://www.mwe.comk From: Alan S Halperin [mailto 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 already circulated, please consider the following: 1. Recitals 12 and 27 are duplicative. Yes. I 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 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 4 EFTA_R1_01405298 EFTA02385943 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. S. 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. I 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 <http://www.paulweiss.com/files/tbl_s29Publications/FileUpload5679/5647/230.pdf> Alan S. Halperin I Partner Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas I New York NY 10019-6064 www.paulweiss.com <http://www.paulweiss.com/> From: "Kirschner El se To: "Ada Clapp" Cc: "Eileen Alexanderson" "Jeffrey Epstein" <jeevacation@gmail.com <mailtoieevacation@gmail.com», Alan S Halperin/PaulWeis Date: 03/27/2013 09:22 AM Subject: RE: Release & Indemnification Agreement 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 340 Madison Avenue, New York, NY 10173 www.mwe.com <http://www.mwe.comh 5 EFTA_R1_01405299 EFTA02385944 From: Ada Clapp [mailto 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 & Indemnification Agreement. Please do not hesitate to call should you wish to discuss. Best regards, Ada Clapp Black Family Partners go 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 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. 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. 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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 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 This message is intended only for the use of the Addressee and may contain information that is privileged and confidential. If you are not the intended recipient, you are hereby notified that any dissemination of this communication is strictly prohibited. If you have received this communication in error, please erase all copies of the message and its attachments and notify us immediately. 7 EFTA_R1_01405301 EFTA02385946 <Leon Black Release Agreement (New).DOC><WS_BinaryComparison_#41510967v2_DM_US_ - Leon Black Release Agreement (New)-#41510967v3_DM_US_ - Leo.DOC> This message is intended only for the use of the Addressee and may contain information that is privileged and confidential. If you are not the intended recipient, you are hereby notified that any dissemination of this communication is strictly prohibited. If you have received this communication in error, please erase all copies of the message and its attachments and notify us immediately. 8 EFTA_R1_01405302 EFTA02385947