EFTA01266168.pdf

AMENDED AND RESTATED
JEFFREY E. EPSTEIN 2019 TRUST
THIS AMENDED AND RESTATED TRUST AGREEMENT dated February 4, 2019
("Agreement"), by and among JEFFREY E. EPSTEIN, as Grantor (the "Grantor"), and DARREN
K. INDYKE and RICHARD D. KAHN, as Trustees (the "Trustees").
WHEREAS, Grantor, residing at Little St. James Island, St. Thomas, U.S. Virgin Islands
established The Jeffrey E. Epstein 2019 Trust dated January 18, 2019, with Darren K. Indyke,
and Richard D. Kahn, as Trustees; and
WHEREAS, the Grantor retained the power to amend the trust in whole or in part, by a
written instrument executed and acknowledged solely by the Grantor and delivered to no less
than one Trustee of this Trust;
NOW THEREFORE, the Grantor has chosen to exercise the power to amend and restate
the Trust expressly granted to him in Section 1.3 of the Trust to amend and restate the Trust, in
its entirety, as follows:
The Grantor hereby pays over, assigns, grants, conveys, transfers and delivers to the
Trustees the property described in Schedule A annexed hereto and made a part hereof, to be
administered and disposed of as provided in this Agreement, with any additions, changes, or
amendments to this Agreement.
The Trust shall continue to be known as the "The Jeffrey E. Epstein 2019 Trust".
Article I During My Lifetime
The following provisions shall apply during my lifetime:
Section 1.1. - Disbursement of Income
All of the income derived from the property held in this Trust (the "Trust Estate") shall
be paid to me, or accumulated or paid as I may direct in writing from time to time.
Section 1.2. - Disbursement of Principal
The Trustees may distribute any part or all of the principal of the Trust Estate to me as I
may direct in writing from time to time.
Section 1.3. - Specific Rights Reserved to Me
A. I reserve the right, at any time and from time to time, to amend this
Agreement, in whole or in part, by a written instrument executed and acknowledged solely by
me and delivered to no less than one Trustee of this Trust.
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B. I reserve the right, at any time and from time to time, in my sole and
unfettered discretion, to remove any Trustee by delivering to no less than one Trustee of this
Trust a written instrument executed and acknowledged solely by me.
C. I reserve the right, at any time, to revoke this Trust in its entirety or, at
any time and from time to time, to revoke any provision hereof by delivering to no less than one
Trustee of this Trust a written instrument executed and acknowledged solely by me.
D. I reserve the right, at any time and from time to time, to withdraw or
appoint any part or all of the principal of the Trust Estate by delivering to no less than one
Trustee of this Trust a written instrument executed and acknowledged solely by me.
E. I reserve the right, at any time and from time to time, to transfer to the
Trustees, by gift, by Will or by beneficiary designation, such additional property, including life
insurance policies, as I may desire. Any such additional property shall be held on the same terms
as are then applicable to the original Trust Estate, except that it may be transferred subject to
conditions and provisions of special application to such additional property.
Article II After My Death
The following provisions shall apply after my death:
Section 2.1. - Payment of My Debts and of Taxes and Expenses
The Trustees shall pay from the principal of the Trust Estate (a) my debts, funeral and
burial expenses and the administration expenses of my probate estate which are not paid by the
Executors of my probate estate, and (b) the federal and state estate, inheritance, succession,
generation skipping and similar taxes imposed by reason of my death which are the obligations
of the Trustees (including any of such taxes which the Executors of my probate estate direct the
Trustees to pay by written direction delivered to the Trustees). For purposes of this Section 2.1,
the principal of the Trust Estate shall not include (a) any assets which are not included in my
Gross Estate or (b) any assets which are not subject to, or available to creditors for the payment
of, my debts, my funeral and burial expenses or the administration expenses of my probate
estate.
Section 2.2. — Specific Bequests and Devises under My WW and Trust
If my probate estate is insufficient to satisfy all pecuniary bequests (or bequests payable
in cash or in kind in the discretion of the Executors of my probate estate) provided in my Will,
the Trustees shall pay such unpaid bequests from the principal of the Trust Estate. If my Will
provided for a specific bequest or devise of specified assets and such bequest or devise could
not be satisfied from my probate estate because such assets were held by the Trustees at my
death, the Trustees shall distribute such assets to satisfy such bequest or devise.
To the extent the assets of the Trust are insufficient to satisfy all bequests provided for
in this Agreement, I direct the Trustees to first pay all specific bequests in Article II, Sections
2.3(A)(17), (40), (42), and (45) of this Agreement, and the bequests in Article II, Sections
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2.3(A)(41) and (43) of this Agreement, then next to comply with the provisions of Article II,
Sections 2.3(A)(7), (23), (33), (34), (35), (36), (37), and (38) of this Agreement, and to the extent
assets are insufficient to pay all of the remaining bequests in Article II, Section 2.3(A) of this
Agreement, then the beneficiaries of all such remaining bequests in Article II, Section 2.3(A) of
this Agreement shall share on a proportionate basis in the remaining estate assets available for
distribution. The determination of the Trustees as to the amounts distributable herein shall be
binding on all parties.
Section 2.3. - Bequests
A. I make the following bequests:
1. to if she survives me, an annuity to be purchased by
the Trustees for the benefit of from a reputable financial institution in the
amount of Four Million Dollars ($4,000,000), which annuity shall be payable monthly for the life
of with a lump sum in the amount of the then remaining principal balance
payable to the estate of I upon her death.
2. to (A/KJA if she
survives me, an annuity to be purchased by the Trustees for the benefit of
from a reputable financial institution in the amount of Ten Million Dollars ($10,000,000), which
annuity shall be payable monthly for the life of with a lum sum in the
amount of the then remaining principal balance payable to the estate of
upon her death.
3. to if she survives me, an annuity to be purchased by
the Trustees for the benefit of from a reputable financial institution in the
amount of Ten Million Dollars ($10,000,000), which annuity shall be payable monthly for the
life of with a lum sum in the amount of the then remaining principal balance
payable to the estate of upon her death.
4. to KARYNA SHULIAK, if she survives to a date one year from the date of
my death, One Hundred Million Dollars ($100,000,000). In addition to said bequest, as soon as
practicable after my death, the Trustees are directed to purchase an annuity for the benefit of
KARYNA SHULIAK from a reputable financial institution in the amount of Twenty Million
Dollars ($20,000,000), which annuity shall be payable monthly for the life of KARYNA
SHULIAK with a lump sum in the amount of the then remaining principal balance payable upon
her death to her parents, if they survive KARYNA SHULIAK, and if her parents do not survive
KARYNA SHULIAK, said lump sum shall be payable to the estate of KARYNA SHULIAK
upon her death.
5. to if she survives me, an annuity to be purchased
by the Trustees for the benefit o from a reputable financial institution in
the amount of Two Million Dollars ($2,000,000), which annuity shall be payable monthly for the
life of with a lump sum in the amount of the then remaining principal
balance payable to the estate of upon her death.
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6. to DARREN KEITH INDYKE, if he survives me, Twenty Million Dollars
($20,000,000).
7. to MICHELLE FERN SAIPHER, if she is then married to DARREN
KEITH INDYKE, Three Million Dollars ($3,000,000), which funds shall be distributed and used
for the sole purpose of repaying FT Real Estate, Inc. the funds it previously paid to KCAC, LLC
in connection with a real estate purchase contract between FT Real Estate, Inc., as purchaser and
KCAC, LLC, as seller, for the purchase of the real property known as and located at
in , and terminating said real estate purchase contract. It is my express
desire and intention that, upon my death and the receipt by the Trust of the assets from my estate,
the Trustees shall treat said $3,000,000 as having been distributed by the Trust to MICHELLE
FERN SAIPHER, as the sole member of KCAC, LLC, as then having been repaid by MICHELLE
FERN SAIPHER on behalf of KCAC, LLC to FT Real Estate, Inc. and as then having been
distributed by FT Real Estate, Inc. to the Trust, as the sole shareholder of FT Real Estate, Inc. It
is further my express desire and intention, as the sole shareholder of FT Real Estate, Inc., that
upon my death and the receipt by the Trust of the assets from my estate, FT Real Estate, Inc. be
directed to cancel and terminate said real estate purchase contract as contemplated herein;
provided, however, that such distribution shall not be made or deemed to have been made and
such termination shall not occur if the transfer of such real property to FT Real Estate, Inc.
pursuant to such real estate purchase contract has been completed prior to my death or if prior to
my death said real estate purchase contract has been terminated or is otherwise no longer in effect.
8. to if she survives me an annuity to be
purchased by the Trustees for the benefit of from a reputable
financial institution in the amount of Two Million Dollars $2,000,000), which annuity shall be
payable monthly for the life of with a lum sum in the amount of
the then remaining principal balance payable to the estate of upon
her death.
9. to if she survives me, an annuity to be purchased
by the Trustees for the benefit of from a reputable financial institution
in the amount of Four Million Dollars ($4,000,000), which annuity shall be payable monthly for
the life of with a lum sum in the amount of the then remaining principal
balance payable to the estate of upon her death.
10. to if she survives me, an annuity to be purchased by the
Trustees for the benefit of from a reputable financial institution in the amount
of Two Million Dollars ($2,000,000), which annuity shall be payable monthly for the life of
with a lump sum in the amount of the then remaining principal balance
payable to the estate of upon her death.
11. to if she survives me, an annuity to be purchased
by the Trustees for the benefit of from a reputable financial institution in
the amount of Two Million Dollars ($2,000,000), which annuity shall be payable monthly for the
life of with a lump sum in the amount of the then remaining principal
balance payable to the estate of upon her death.
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12. to if she survives me, an annuity to be purchased by the
Trustees for the benefit of from a reputable financial institution in the amount
of Two Million Dollars ($2,000,000), which annuity shall be payable monthly for the life of
with a lum sum in the amount of the then remaining principal balance payable
to the estate of upon her death.
13. to ANN RODRIQUEZ, if she survives me, an annuity to be purchased by
the Trustees for the benefit of ANN RODRIQUEZ from a reputable financial institution in the
amount of Two Million Dollars ($2,000,000), which annuity shall be payable monthly for the life
of ANN RODRIQUEZ with a lump sum in the amount of the then remaining principal balance
payable to the estate of ANN RODRIQUEZ upon her death.
14. to LESLEY KATHERINE GROFF, if she survives me, Two Million
Dollars ($2,000,000).
15. to LAWRENCE PAUL VISOSKI, JR., if he survives me, Two Million
Dollars ($2,000,000).
16. to LUCIANO A. FONTANILLA, JR., if he survives me, One Million
Dollars ($1,000,000).
17. to LUCIANO A. FONTANILLA, JR., or his heirs, successors and assigns,
whether or not LUCIANO A. FONTANILLA, JR. surivives me, all of my interest in the property,
improvements, fixtures, permits and other rights of and pertaining to the real property located at,
and known and referred to as, I I. My interest
consists of 100% of the issued and outstanding Membership Interests in Lyn & Jojo, LLC, a New
York limited liability company which holds legal title to said real property, improvements,
fixtures, permits and other rights, which Membership Interests are held in the name of Darren K.
Indyke, as nominee for me, and which I direct the Trustees to transfer to LUCIANO A.
FONTANILLA, JR., or his heirs, successors or assigns.
18. to RICHARD DAVID KAHN, if he survives me, Twenty Million Dollars
($20,000,000).
19. to VALDSON VIERA CONTRIN, if he survives me, Two Million Dollars
($2,000,000).
20. to CARLUZ N. TOYLO, if he survives me, Five Hundred Thousand Dollars
($500,000.00).
21. to ARLINE M. TOYLO, if she survives me, Five Hundred Thousand
Dollars ($500,000.00).
22. to , if she survives me, Two Hundred Fifty
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Thousand Dollars ($250,000).
23. whether or not survives me, to
or her heirs, successors or assigns, an amount equal to the total outstanding debt,
including, without limitation, all principal and all accrued and unpaid interest thereon, due from
to FT Real Estate, Inc. to be used sole for the purpose of repaying said
principal and interest in full. It is my express desire and intention that, upon my death and the
receipt by the Trust of the assets from my estate, the Trustees shall treat the full amount of said
outstanding debt, including, without limitation, all principal and accrued and unpaid interest
thereon, as having been distributed by the Trust to , or her heirs,
successors or assigns, for the sole purpose of being used to repay all such outstanding debt and
accrued but unpaid interest, as then having been repaid by to FT Real
Estate, Inc., and then as having been distributed to the Trust as the sole shareholder of FT Real
Estate, Inc.
24. to MERWIN DELA CRUZ, if he survives me, Five Hundred Thousand
Dollars ($500,000).
25. to BELLA KLEIN, if she survives me, Five Hundred Thousand Dollars
($500,000).
26. to DAVID ROGERS, if he survives me, One Million Dollars ($1,000,000).
27. to if she survives me, Two Million Dollars
($2,000,000).
28. to KATHY LINDEMAN, if she survives me, Two Million Dollars
($2,000,000).
29. to EDWARD ROED LARSEN, if he survives me, Two Million Dollars
($2,000,000).
30. to EMMA ROED LARSEN, if she survives me, Two Million Dollars
($2,000,000).
31. to MARTIN NOWACK, if he survives me, Two Million Dollars
($2,000,000).
32. to LEO LOKING, if he survives me, Five Hundred Thousand Dollars
($500,000.00).
33. I forgive any loans which I made to the following individuals or entities:
a) LUCIANO A. FONTANILLA, JR.
b)
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c) (A/K/A ■
d) (A/K/A A/K/A
e) LESLEY KATHERINE GROFF
U KARYNA SHULIAK
8)
h)
i)
j)
k)
I)
m) NINA KEITA
n) PAUL CRASSNER
o) DAVID MITCHELL
jointly
and severally
(I) MARK LLOYD
r)
s)
t)
u)
v)
w)
x)
y)
z)
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aa)
bb)
cc)
dd) NLR VENTURES, LLC
ee) SLK DESIGNS, LLC
II) !SC INTERIORS, LLC
34 Upon my death, the Trustees are directed to distribute to DARREN KEITH
INDYKE, or his heirs, successors or assigns, an amount equal to the sum of all financial
obligations and liabilities then outstanding and due to me, or any corporation, limited liability
company, trust, or other entity beneficially owned by me immediately prior to my death,
including, but not limited to, Southern Financial, LLC, a U.S. Virgin Islands limited liability
company, from DARREN KEITH INDYKE, his spouse, MICHELLE FERN SAIPHER, if she
is then married to DARREN KEITH INDYKE, and/or any corporation, limited liability
company, limited partnership, general partnership, trust or other entity beneficially owned by
one or both of them immediately prior to my death, including, but not limited to, Harlequin
Dane, LLC, a Florida limited liability company, or its successor entities. Said funds shall be
distributed to DARREN KEITH INDYKE, or his heirs, successors or assigns, for the sole
purpose of being used to repay all such outstanding and due obligations and liabilities. It is my
express desire and intention that, upon my death and the receipt by the Trust of the assets from
my estate, the Trustees shall treat the total sum of all such financial obligations and liabilities as
having been distributed by the Trust to DARREN KEITH INDYKE, or his heirs, successors or
assigns, and as then having been repaid by DARREN KEITH INDYKE, or his heirs, successors
or assigns, to the Trust in repayment of all such liabilities and obligations due to me, or any
corporation, limited liability company, trust, or other entity beneficially owned by me
immediately prior to my death, including, but not limited to, Southern Financial, LLC, from
DARREN KEITH INDYKE, his spouse, MICHELLE FERN SAIPHER, if she is then married
to DARREN KEITH INDYKE, and/or any corporation, limited liability company, limited
partnership, general partnership, trust or other entity beneficially owned by one or both of them
immediately prior to my death, including, but not limited to, Harlequin Dane, LLC, or its
successor entities.
35 Upon my death, the Trustees are directed to distribute to RICHARD DAVID
KAHN, or his heirs, successors or assigns, an amount equal to the sum of all financial obligations
and liabilities then outstanding and due to me, or any corporation, limited liability company,
trust, or other entity beneficially owned by me immediately prior to my death, including, but not
limited to, Southern Financial, LLC, a U.S. Virgin Islands limited liability company, from
RICHARD DAVID KAHN, his spouse, LISA KAHN, if she is then married to RICHARD
DAVID KAHN, and/or any corporation, limited liability company, limited partnership, general
partnership, trust or other entity beneficially owned by one or both of them immediately prior
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to my death, including, but not limited to, Coatue Enterprises, LLC, a New York limited liability
company, or its successor entities. Said funds shall be distributed to RICHARD DAVID KAHN,
or his heirs, successors or assigns, for the sole purpose of being used to repay all such
outstanding and due obligations and liabilities. It is my express desire and intention that, upon
my death and the receipt by the Trust of the assets from my estate, the Trustees shall treat the
total sum of all such financial obligations and liabilities as having been distributed by the Trust
to RICHARD DAVID KAHN, or his heirs, successors or assigns, and as then having been repaid
by RICHARD DAVID KAHN, or his heirs, successors or assigns, to the Trust in repayment of
all such liabilities and obligations due to me, or any corporation, limited liability company, trust,
or other entity beneficially owned by me immediately prior to my death, including, but not
limited to, Southern Financial, LLC, from RICHARD DAVID KAHN, his spouse, LISA
KAHN, if she is then married to RICHARD DAVID KAHN, and/or any corporation, limited
liability company, limited partnership, general partnership, trust or other entity beneficially
owned by one or both of them immediately prior to my death, including, but not limited to,
Coatue Enterprises, LLC, or its successor entities.
36 Upon my death, the Trustees are directed to distribute to PAUL BARRETT,
or his heirs, successors or assigns, an amount equal to the sum of all financial obligations and
liabilities then outstanding and due to me, or any corporation, limited liability company, trust,
or other entity beneficially owned by me immediately prior to my death, including, but not
limited to, Southern Financial, LLC, a U.S. Virgin Islands limited liability company, from PAUL
BARRETT, and/or any corporation, limited liability company, limited partnership, general
partnership, trust or other entity beneficially owned by him immediately prior to my death,
including, without limitation, Osborne Lane Capital, LLC, a New York limited liability
company, or its successor entities. Said funds shall be distributed to PAUL BARRETT, or his
heirs, successors or assigns, for the sole purpose of being used to repay all such outstanding and
due obligations and liabilities. It is my express desire and intention that, upon my death and the
receipt by the Trust of the assets from my estate, the Trustees shall treat the total sum of all such
financial obligations and liabilities as having been distributed by the Trust to PAUL BARRETT,
or his heirs, successors or assigns, and as then having been repaid by PAUL BARRETT, or his
heirs, successors or assigns, to the Trust in repayment of all such liabilities and obligations due
to me, or any corporation, limited liability company, trust, or other entity beneficially owned by
me immediately prior to my death, including, but not limited to, Southern Financial, LLC, from
PAUL BARRETT, and/or any corporation, limited liability company, limited partnership,
general partnership, trust or other entity beneficially owned by him immediately prior to my
death, including, but not limited to, Osborne Lane Capital, LLC, or its successor entities.
37 Upon my death, the Trustees are directed to distribute to LAWRENCE
PAUL VISOSKI, JR., or his heirs, successors or assigns, an amount equal to the sum of all
financial obligations and liabilities then outstanding and due to me, or any corporation, limited
liability company, trust, or other entity beneficially owned by me immediately prior to my death,
including, but not limited to, Southern Financial, LLC, a U.S. Virgin Islands limited liability
company, from LAWRENCE PAUL VISOSKI, JR., his spouse, EILEEN VISOSKI, if she is
then married to LAWRENCE PAUL VISOSKI, JR., and/or both of them jointly, and/or any
corporation, limited liability company, limited partnership, general partnership, trust or other
entity beneficially owned by one or both of them immediately prior to my death. Said funds
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shall be distributed to LAWRENCE PAUL VISOSKI, JR., or his heirs, successors or assigns,
for the sole purpose of being used to repay all such outstanding and due obligations and
liabilities. It is my express desire and intention that, upon my death and the receipt by the Trust
of the assets from my estate, the Trustees shall treat the total sum of all such financial obligations
and liabilities as having been distributed by the Trust to LAWRENCE PAUL VISOSKI, JR., or
his heirs, successors or assigns, and as then having been repaid by LAWRENCE PAUL
VISOSKI, JR., or his heirs, successors or assigns, to the Trust in repayment of all such liabilities
and obligations due to me, or any corporation, limited liability company, trust, or other entity
beneficially owned by me immediately prior to my death, including, but not limited to, Southern
Financial, LLC, from LAWRENCE P. VISOSKI, JR., his spouse, EILEEN VISOSKI, and/or
both of them jointly, and/or any corporation, limited liability company, limited partnership,
general partnership, trust or other entity beneficially owned by one or both of them immediately
prior to my death.
38 Upon my death, the Trustees are directed to distribute to each of LESLEY
KATHERINE GROFF, , BELLA KLEIN, ANN RODRIQUEZ,
DAVID ROGERS, and MERWIN DELA CRUZ, or her or his heirs, successors or assigns, an
amount equal to the sum of all financial obligations and liabilities then outstanding and due from
her or him to me, or any corporation, limited liability company, trust, or other entity beneficially
owned by me immediately prior to my death, including, but not limited to, Southern Financial,
LLC, a U.S. Virgin Islands limited liability company, and FT Real Estate, Inc., a U.S. Virgin
Islands corporation. Said funds shall be distributed to each of LESLEY KATHERINE GROFF,
, BELLA KLEIN, ANN RODRIQUEZ, DAVID ROGERS, and
MERWIN DELA CRUZ, or her or his heirs, successors or assigns, for the sole purpose of being
used to repay all such outstanding and due obligations and liabilities. It is my express desire
and intention that, upon my death and the receipt by the Trust of the assets from my estate, the
Trustees shall treat the total sum of all such financial obligations and liabilities as having been
distributed by the Trust to each of LESLEY KATHERINE GROFF,
BELLA KLEIN, ANN RODRIQUEZ, DAVID ROGERS, and MERWIN DELA CRUZ, or her
or his heirs, successors or assigns, and as then having been repaid by each of LESLEY
KATHERINE GROFF, , BELLA KLEIN, ANN RODRIQUEZ,
DAVID ROGERS, and MERWIN DELA CRUZ, or her or his heirs, successors or assigns, to
the Trust in repayment of all such liabilities and obligations due from her or him to me, or any
corporation, limited liability company, trust, or other entity beneficially owned by me
immediately prior to my death, including, but not limited to, Southern Financial, LLC and FT
Real Estate, Inc.
39 It is my express desire and intention that all amounts due and owing to me
by the persons listed in Article II, Section 2.3(A)(33) of this Agreement shall be cancelled upon
my death. While at the date of execution of this Amendment, the cancellation of said loans will
not result in taxable income to any such persons, in the event any changes are made to the
applicable tax law, the Trustees are directed to take any and all steps necessary to ensure that the
cancellation of such indebtedness does not result in any negative tax consequences to such
persons. In that regard, as necessary, all such amounts due and owing to me by the persons
enumerated in Article II, Section 2.3(A)(33) of this Agreement may be deemed to have been
distributed by the Trust to such persons and repaid by such persons to the Trust. It is also my
express desire and intention that all financial obligations and liabilities enumerated in Article II,
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Sections 2.3(A)(7), (23), (33), (34), (35), (36), (37) and (38) of this Agreement shall be deemed
to be terminated upon my death, and that such termination shall not result in taxable income to
any of the Beneficiaries enumerated in such Sections, and the Trustees are directed to take any
and all steps necessary to ensure that the termination of such obligations and liabilities does not
result in any negative tax consequences to such Beneficiaries.
40 I give to , if she survives me, in a separate trust,
the provisions of which are set forth in Article III Section 3.1 of this Agreement all of m
interest in
In addition I lye to if she survives me
in the same trust as the
In addition, I give to , if she survives me,
in a separate trust the rovisions of which are set forth in Article III Section 3.1 of this
A reement
In additio I ive to if she survives
me in the same trust as
. In addition, I give to
if she survives me, in a separate trust the rovisions of which are set forth in
Article HI Section 3.1 of this A•i men
In addition. I give to survives me in
the same trust as
41 I give to if she survives me, in a separate trust,
the provisions of which are set forth in Article III, Section 3.2 of this Agreement, the sum of Ten
Million Dollars $10 000 000
42 I give to KARYNA SHULIAK, if she survives me, in a separate trust, the
provisions of which are set forth in Article III, Section 3.1 of this Agreement, all of my interest
in all apartments, improvements, fixtures, permits and other rights of and pertaining to the
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premises located in the building known and referred to as 22 Avenue Foch, 75016, Paris, France.
The interest consists of units 47 with mezzanine, 48 and 81 on the 2nd floor, units 63 and 74 on
the 5th floor and units 5 and 22 (cellars) in the basement. The units are currently all owned by
SCI JEP, a French company of which I own 999 of the 1,000 outstanding shares. Such interest
is hereinafter referred to as the "Paris Property". In addition, I give to KARYNA SHULIAK, if
she survives me, in the same trust as the Paris Property, all Household Goods associated with
the use, recreational use, maintenance or repair of the Paris Property. In addition, I give to
KARYNA SHULIAK, if she survives me, in a separate trust, the provisions of which are set
forth in Article III, Section 3.1 of this Agreement, all of my interest in the property,
improvements, fixtures, permits and other rights of and pertaining to the real property located
at, and known and referred to as, 358 El Brillo Way, Palm Beach, Florida. My interest consists
of 10,000 shares of common stock of Laurel, Inc., a United States Virgin Islands corporation,
which holds legal title to the same. Such interest is hereinafter referred to as the "Florida
Property". In addition, I give to KARYNA SHULIAK, if she survives me, in the same trust as
the Florida Property, all Household Goods associated with the use, recreational use, maintenance
or repair of the Florida Property. If KARYNA SHULIAK does not survive me, I give to
, if she survives me, in a separate trust, the provisions of which are set
forth in Article III, Section 3.1 of this A¢reemen
43 I give to KARYNA SHULIAK, if she survives me, in a separate trust, the
provisions of which are set forth in Article III, Section 3.2 of this Agreement, the sum of Ten
Million Dollars (510,000,000) to pay for the operating expenses of the Paris Property and the
Florida Property. If KARYNA SHULIAK does not survive me, I give to
, if she survives me, in a separate trust, the provisions of which are set forth in Article
III Section 3.2 of this A !reement the sum of Ten Million Dollars 10 000 000
44 If and at such time or times as the Trustees shall determine in their sole and
absolute discretion that it would be beneficial for the protection of the exclusive and unimpeded
right to the use and enjoyment by KARYNA SHULIAK of the outright distribution which
pursuant to the provisions of Section 2.3(A)(4) of this Article II is to be made directly to
KARYNA SHULIAK, then notwithstanding the provision of this Agreement directing the
Trustees to make such distribution directly to KARYNA SHULIAK, the Trustees shall be
authorized to make such distribution in Trust for the benefit of KARYNA SHULIAK. With
respect to any such distribution placed in trust pursuant to the provisions of this Section
2.3(A)(44) of this Article II, said trust shall be administered in accordance with the provisions
of Article III, Section 3.4 of this Agreement.
45 I give to , if she survives me, all of my interest
in the property, improvements, fixtures, permits and other rights of and pertaining to the real
property located at, and known and referred to as 9 E. 71" Street, New York, New York. My
interest consists of 10,000 shares of common stock of Maple, Inc., a United States Virgin Islands
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corporation, which holds legal title to the same. Such interest is hereinafter referred to as the
"New York Property". In addition, I give to , all Household Goods
associated with the use, recreational use, maintenance or repair of the New York Property.
46 For purposes of this Agreement, "Household Goods associated with the use,
recreational use, maintenance or repair" of any of the New Mexico Property, the Florida
Property, the GSJ Property, the LSJ Property, the Paris Property or the New York Property shall
mean all tangible personal property which in the discretion of the Trustees is determined to be
necessary or appropriate in connection with the use, recreational use, maintenance or repair of
the New Mexico Property, the Florida Property, the GSJ Property, the LSJ Property, the Paris
Property or the New York Property, as the case may be, including without limitation, household
appliances, household furniture, household furnishings, window treatments, linens, carpets,
household electronic equipment, recreational equipment, dishes, utensils, cutlery, cooking
equipment, cleaning equipment, tools and other items, materials and equipment associated with
such use, recreational use, maintenance or repair, and also including any and all livestock, and
materials, tools, equipment and vehicles associated with such livestock, and any and all
mechanical equipment, construction equipment, vehicles and watercraft determined by the
Trustees in their discretion to be necessary or appropriate for such use, recreational use,
maintenance or repair. Notwithstanding the foregoing, Household Goods shall not include any
of items of tangible personal property which the Trustees in their discretion determine to be my
personal possessions, even if located at any of the New Mexico Property, the Florida Property,
the GSJ Property, the LSJ Property, the Paris Property or the New York Property, including
without limitation, clothing, jewelry, watches, gemstones, artwork, sculpture, antiques, coins,
currency, or other items of personal property determined by the Trustees in their discretion to be
personal effects of mine ("Personal Possessions"). For the sake of further clarification, no assets
constituting securities, accounts, equity investments, debt investments, financial instruments, or
other financial assets or investment assets of any kind shall be included in the definitions of
Household Goods or Personal Possessions under this Agreement. In addition, the Trustees shall
have the sole discretion to determine whether or not an item of tangible personal property shall
be deemed to be within the definition of Household Goods or Personal Possessions under this
Agreement.
47 I give to KARYNA SHULIAK, if she survives me, all of my diamonds,
including but not limited to, 48 separate loose diamonds, identified by accompanying GIA
Certificate Numbers 11143371, 12813480, 12811989, 12813533, 12813246, 12813303,
11143338, 12813451, 12811971, 11143872, 12813183, 11143179, 12813216, 12813010,
12813292, 12813247, 11382484, 12813201, 12813180, 11383591, 12811956, 12813254,
11143341, 11143180, 11143350, 11383569, 11383584, 12263407, 10421632, 10768120,
12813255, 10177902, 12378695, 13100048, 13096420, 11383481, 12811577, 10429438,
12811796, 11383663, 11137800, 12263667, 12811562, 11137812, 12811824, 12811822,
11383651, 12811792, and my diamond ring, set with a rectangular-cut diamond, weighing
approximately 32.73 carats, flanked by baguette-cut diamonds mounted in platinum, which
rectangular-cut diamond is described in GIA Certificate Number 11197600 dated July 12, 2000,
which accompanies the said diamond ring, as D Color and VSI clarity. If KARYNA SHULIAK
does not survive me, the said loose diamonds and the said diamond ring shall be disposed of as
provided in Section 2.4 of this Article II.
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48 All of my remaining Personal Possessions, which for the sake of clarify
excludes all Household Goods associated with the use, recreational use, maintenance or repair
of any of the New Mexico Property, the Florida Property, the GSJ Property, the LSJ Property,
the Paris Property or the New York Property, I give to I and KARYNA
SHULIAK, if they survive me, to divide among themselves as they shall jointly determine. If
either KARYNA SHULIAK or does not survive me, then I give all of
the said Personal Possessions to the one of KARYNA SHULIAK and
who survives me. If neither KARYNA SHULIAK nor survives me,
then all of the said Personal Possessions shall be disposed of as provided in Section 2.4(C) of
this Article II.
49 The trustees shall retain the sum of Two Million Dollars ($2,000,000) for as
long as they shall determine in their discretion is necessary or appropriate to enable them to
defend against and, in their discretion, settle any and all claims to any and all assets of my estate
asserted by any persons against my estate, the Trustees or this Trust. The Trustees shall have
complete discretion to determine if, when, for how much and upon what other terms to settle
each and any such claims, and shall have the right to pay each and all such settlements out of
said Two Million Dollars ($2,000,000) so retained. If and at such time or times, if any, as the
Trustees shall determine in their discretion that it is no longer necessary or appropriate to retain
all or any portion of said Two Million Dollars ($2,000,000) so retained, the amount the Trustees
determine no longer necessary or appropriate to be retained shall be distributed as provided in
Section 2.4 of this Article II.
Section 2.4. - Balance of Trust Estate
The balance of the Trust Estate, after the distributions provided in Article II, Sections 2.1, 2.2 and
2.3 of this Agreement, shall be distributed as follows:
A. One Hundred percent (100%) thereof to , if she
survives me, in separate trust, the provisions of which are set forth in Article III, Section 3.3 of
this Agreement.
B. If does not survive me, one hundred percent
thereof to if she survives me.
C. If does not survive me, one hundred percent
(100%) of the balance of the trust estate shall be transferred to the persons listed on Schedule B
to this Agreement in accordance with directions provided in Schedule B to this Agreement,
which Schedule B may be amended by me at any time and from time to time during my lifetime.
Section 2.5. - Condition Applicable to Certain Bequests
A. Except as expressly provided herein, no bequest to any Beneficiary of this
Agreement who, during my lifetime, was employed by or provided services to me or any entity
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that was owned directly or indirectly by me during my lifetime or HBRK Associates, Inc. or any
entity owned by Darren K. Indyke, shall be distributed to said Beneficiary prior to the expiration
of two years following the date of my death. Any Beneficiary of this Agreement who, during my
lifetime, was employed by or provided services to me or any entity that was owned directly or
indirectly by me during my lifetime or HBRK Associates, Inc. or any entity owned by Darren K.
Indyke, and who, after my death, shall voluntarily discontinue, or as a result of said Beneficiary's
misconduct, cause to be terminated, said Beneficiary's employment with or provision of services
to my estate or any entity or parcel of real property directly or indirectly owned by me during my
lifetime or HBRK Associates, Inc. or any entity owned by Darren K. Indyke, prior to the
expiration of two years following the date of my death, shall be ineligible to receive any bequest
hereunder; provided, however, that in the event that prior to the expiration of two years following
the date of my death, there is a cessation in the specific operations of my estate or said real
property or entity or HBRK Associates, Inc. or any entity owned by Darren K. Indyke, in respect
of which said Beneficiary is employed or provides services, and prior to that cessation, said
Beneficiary had not voluntarily discontinued, or as a result of said Beneficiary's misconduct,
caused to be terminated, said Beneficiary's employment with or provision of services to my estate
or said real property or entity or HBRK Associates, Inc. or any entity owned by Darren K. Indyke,
then the Trustees shall distribute the bequest hereunder to said Beneficiary within sixty days
following the date of such cessation or as soon as is reasonably practicable thereafter.
B. In order to provide for the continued and uninterrupted maintenance and
operation of the assets in my Trust Estate following my death, the Trustees shall ensure that all
persons who were employed by, or provided services to, me or any entity directly or indirectly
owned by me or HBRK Associates, Inc. or any entity owned by Darren K. Indyke, shall continue
to be so employed or to so provide such services for a period of two (2) years following the date
of my death; provided, however, that the Trustees shall have the right terminate the employment
or the engagement of any such employees or service providers if and at such times as the Trustees
determine in their discretion that there is cause for such termination. For purposes of this Section
2.5 of this Article II, cause for such termination shall include, without limitation, physical or
mental incapacity, intentional misconduct, insubordination, breach of duty, disloyalty,
dishonesty, fraud, embezzlement, theft, abusive or inappropriate workplace behavior, substance
abuse, criminal misconduct (whether or not pertaining to the assets in the Trust Estate), decrease
or cessation of the need for employment or services, or any other circumstances causing the
Trustees to determine in their discretion that there is cause for such termination. The obligation
of the Trustees to ensure such continued employment or provision of services shall include,
without limitation, payment out of the assets of the Trust Estate for the costs and expenses of all
items of compensation, remuneration and benefits as shall then be in effect at the then current
rates and in the then current amounts immediately prior to my death.
C. The provisions of this Section 2.5 of this Article II shall not apply to the
Trustees so long as they continue to serve as the Trustees hereunder.
D. The provisions of this Section 2.5 of this Article II shall not apply to the
provisions of Article II, Sections 2.3(A)(7), (17), (23), (33), (34), (35), (36), (37), (38) and (39)
of this Agreement.
Section 2.6. - Trust Property that Is Real Property
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Except for property held in trust for KARYNA SHULIAK or in
accordance with the provisions of Article III, Section 3.1 of this Agreement, any trust property
that is real property, including, but not limited to, improvements, fixtures, permits and other rights
of and pertaining to such real property, held directly by me, or indirectly through ownership of
shares of capital stock of a corporation or membership interests in a limited liability company of
which I was the sole beneficial owner prior to my death, shall be sold by the Trustees and the
proceeds thereof held in said trust as soon as is reasonably practicable following my death. In
marketing and effectuating the sale of said real property, the Trustees shall be guided as nearly
as the Trustees determine in their discretion is possible or appropriate under the then prevailing
circumstances by my last express wishes with respect to the sale of said real property, as shall be
contained in the last writing signed by me and notarized and delivered to at least one of the
Trustees prior to my death.
Article III Trust Provisions
Section 3.1. - Residence Trust
Any property directed to be held in trust for a Beneficiary in accordance with the provisions of
this Section 3.1 of this Article III shall be administered as follows:
A. DARREN K. INDYKE and RICHARD D. KAHN shall be the Trustees
of the trust administered in accordance with the provisions of this Section 3.1 of this Article III.
B. The Beneficiary shall have the right to personally use and occupy the real
property held by the trust and to personally use the Household Goods associated with the said
real property for her lifetime. The Beneficiary may not sell, assign, transfer, lease, encumber or
otherwise dispose of all or any of such rights, and the Trustees may take any and all action in
their sole discretion as they deem appropriate to ensure that no such sale, assignment, transfer,
lease, encumbrance or other disposition shall occur.
C. The Trustees, in the Trustees' sole discretion, may pay any part or all of
the income, and if income is insufficient, the principal of the trust (1) to pay the operating
expenses of the property held by the trust and (2) for any other purpose the Trustees consider
advisable. Any income not so paid shall annually be added to the principal of the trust.
D. Upon the death of KARYNA SHULIAK, the Trustees shall distribute the
property held in trust for KARYNA SHULIAK pursuant to the provisions of this Section 3.1 to
if she survives KARYNA SHULIAK, in a separate trust, to be
administered in accordance with the provisions of this Section 3.1 of this Article HI.
E. Upon the death of , and, in the event that
does not survive KARYNA SHULIAK, upon the death of KARYNA
SHULIAK, the Trustees shall use their best efforts to sell any and all property that is real
property, including, but not limited to, improvements, fixtures, permits and other rights of and
pertaining to such real property, held in trust, directly or indirectly through ownership of shares
of capital stock of a corporation or membership interests in a limited liability company, for the
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benefit of said decedent pursuant to the provisions of this Section 3.1 of this Article III, and all
Household Goods associated with said real property, within two (2) years following said
decedent's death, and only in extraordinary circumstances should the property not be sold within
two (2) years following said decedent's death.
F. Promptly following the sale of said real property and Household Goods
as provided in Article III, Section 3.1(E1 of this Agreement, the Trustees shall distribute the
roceeds of such sale to if she is then surviving. If
is not then surviving, then the Trustees shall distribute the remaining
principal and income to the persons listed on Schedule B to this Agreement in accordance with
directions provided in Schedule B to this Agreement, which Schedule B may be amended by
me at any time and from time to time during my lifetime.
G. Neither KARYNA SHULIAK nor may sell,
assign, transfer, lease, encumber or otherwise dispose of all or any part of her interests as a
beneficiary of any trust created pursuant to this Agreement, and the Trustees may take any and
all action in their sole discretion as they deem appropriate to ensure that no such sale,
assignment, transfer, encumbrance or other disposition shall occur.
Section 3.2. — Trust for Operating Expenses of the Real Properties
A. All sums directed to be held in trust for KARYNA SHULIAK in
accordance with the provisions of this Section 3.2 of this Article III shall be administered as
follows:
1. DARREN K. INDYKE and RICHARD D. KAHN shall be the Trustees
of the trust administered in accordance with the provisions of this Section 3.2(A)
of this Article III.
2. Unless and until such trust terminates as provided in Article III, Section
3.2(A)(5) of this Agreement, the Trustees may, in their discretion, apply at any
time and from time to time any part or all of the income of such trust and such
sums from any part or all of the principal of such trust to the payment of any and
all operating expenses for either or both of the Paris Property and the Florida
Property.
3. For purposes of this Section 3.2(A) of this Article III, "operating
expenses" shall include, but not be limited to, all expenses that the Trustees, in
their discretion, determine are required or appropriate in order to pay property
insurance, real estate taxes, utilities and general maintenance and repairs for the
said properties.
4. For the sake of clarity, the Trustees shall not be required to pay from the
income or principal of such trust any operating expenses for any property that,
although held in trust for the benefit of KARYNA SHULIAK in accordance with
the provisions of Article III, Section 3.1 of this Agreement, is not personally used
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and occupied by KARYNA SHULIAK.
5. Promptly following the sale of the property held in trust in accordance
with the provisions of Article III, Section 3.1 of this Agreement after the death
of KARYNA SHULIAK, the trust for her benefit under the provisions of this
Section 3.2(A) of this Article III shall terminate, no further payments shall be
made from the income or principal of such trust other than for operating expenses
that accrued prior to the date of such event, and the Trustees shall distribute all
principal and income then remaining in such trust pursuant to the provisions of
Article III, Section 3.2(A)(6) of this Agreement.
6. Upon the termination of the trust as provided in Article III, Section
3.2(A)(5) of this Agreement, the Trustees shall distribute 100% the remaining
principal and income of such trust to if she is then
surviving, in a separate trust administered in accordance with the provisions of
Article III, Section 3.2( BI of this Agreement t
is not then surviving, then the Trustees shall distribute 100% the
remaining principal and income f such trust to , if
she is then surviving. If is not then surviving, then
the Trustees shall distribute 100% of the remaining principal and income of such
trust to the persons listed on Schedule B to this Agreement in accordance with
directions provided in Schedule B to this Agreement, which Schedule B may be
amended by me at any time and from time to time during my lifetime.
B. All sums directed to be held in trust for in
accordance with the provisions of this Section 3.2 of this Article HI shall be administered as
follows:
1. DARREN K. INDYKE and RICHARD D. KAHN shall be the Trustees
of the trust administered in accordance with the provisions of this Section 3.2(B)
of this Article III.
2. With respect to the trust, if any, created for the benefit of
pursuant to the provisions of Article II, Section 2.3(AX41) of
this Agreement, unless and until such trust terminates as provided in Section
Article III, 3.2(B)(5) of this Agreement, the Trustees may, in their discretion,
apply at any time and from time to time any part or all of the income of such trust
and such sums from any art or all of the principal of such trust to
With respect to the trust, if any, created for
the benefit of pursuant to the provisions of Article H,
Section 2.3(AX43) of this Agreement, unless and until such trust terminates as
provided in Article III, Section 3.2(B)(5) of this Agreement, the Trustees may,
in their discretion, apply at any time and from time to time any part or all of the
income of such trust and such sums from any part or all of the principal of such
trust to the payment of any and all operating expenses foil
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In the event of the death of KARYNA
SHULIAK and the transfer, pursuant to Article III, Section 3.2(A)(6) of this
Agreement, to , in trust, of all principal and income of
the trust held for the benefit of KARYNA SHULIAK in accordance with the
provisions of Article III, Section 3.2(A) of this Agreement, unless and until such
trust terminates as provided in Article III, Section 3.2(B)(5) of this Agreement,
the Trustees may, in their discretion, apply at any time and from time to time any
part or all of such income of such trust so transferred and such sums from an
art or all of such principal of such trust so transferred to
3. For purposes of this Section 3.2(B) of this Article III, "operating
expenses" shall include, but not be limited to, all expenses that the Trustees, in
their discretion, determine are required or appropriate in order to pay property
insurance, real estate taxes, utilities and general maintenance and repairs for the
said properties.
4. For the sake of clarity, the Trustees shall not be required to pay from the
income or principal of such trust any operating expenses for any property that,
although held in trust for the benefit of I in accordance
with the provisions of Article III, Section 3.1 of this Agreement, is not personally
used and occupied by
5. Promptly following the sale of the property held in trust in accordance
with the provisions of Article III, Section 3.1 of this Agreement after the death
of , the trust for her benefit under the provisions of this
Section 3.2(B) of this Article III shall terminate, no further payments shall be
made from the income or principal of such trust other than for operating expenses
that accrued prior to the date of such event, and the Trustees shall distribute all
principal and income then remaining in such trust pursuant to the provisions of
Article III, Section 3.2(B)(6) of this Agreement.
6. Upon the termination of the trust as provided in Article III, Section
3.2(B)(5) of this Agreement, the Trustees shall distribute 100% the remaining
principal and income of such trust to , if she is then
surviving. If is not then surviving, then the
Trustees shall distribute 100% of the remaining principal and income of such
trust to the persons listed on Schedule B to this Agreement in accordance with
directions provided in Schedule B to this Agreement, which Schedule B may be
amended by me at any time and from time to time during my lifetime.
Section 3.3. - Residuary Trust
Any property directed to be held in trust for in accordance
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with the provisions of this Section 3.3 of this Article III shall be administered as follows:
A. DARREN K. INDYKE and RICHARD D. KAHN shall be the Trustees of
the trust administered in accordance with the provisions of this Section 3.3 of this Article III.
B. The Trustees may pay any part or all of the income and such sums from
any part or all of the principal of the trust as the Trustees, in the Trustees' discretion, from time
to time and at any time, shall determine for any reason whatsoever to, for the benefit of, or on
behalf of . Any income not so paid shall annually be added to the
principal of the trust.
C. Upon the death of the the Trustees shall
distribute the remainin rinci al and income of the trust to , if she
then survives If does not survive the
, then the Trustees shall distribute the remaining principal and income
of the trust to the persons listed on Schedule B to this Agreement in accordance with directions
provided in Schedule B to this Agreement, which Schedule B may be amended by me at any
time and from time to time during my lifetime.
Section 3.4. — Trust for the Benefit of KARYNA SHULIAK
Any property directed to be held in trust for KARYNA SHULIAK in accordance with
the provisions of this Section 3.4 of this Article III shall be administered as follows:
A. DARREN K. INDYKE and RICHARD D. KAHN shall be the Trustees of
the trust administered in accordance with the provisions of this Section 3.4 of this Article III.
B. The Trustees may pay any part or all of the income and such sums from
any part or all of the principal of the trust as the Trustees, in the Trustees' discretion, from time
to time and at any time, shall determine for any reason whatsoever to, for the benefit of, or on
behalf of KARYNA SHULIAK. Any income not so paid shall annually be added to the principal
of the trust.
C. Upon the death of the KARYNA SHULIAI the Trustees shall distribute
the remaining principal and income of the trust to , if she survives,
KARYNA SHULIAK. If does not survive KARYNA SHULIAK
then the Trustees shall distribute the remaining principal and income of the trust to
if she survives KARYNA SHULIAK. If
does not survive KARYNA SHULIAK, then the Trustees shall distribute the remaining
principal and income of the trust to the persons listed on Schedule B to this Agreement in
accordance with directions provided in Schedule B to this Agreement, which Schedule B may
be amended by me at any time and from time to time during my lifetime.
Article IV Trust Terminatiou
If at any time the Trustees determine that it is uneconomic to continue any trust with
respect to which the Trustees are acting hereunder, the Trustees may terminate such trust and
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distribute the trust assets, in such amounts and proportions as the Trustees may determine, to
the person or persons to whom income may be distributed, other than the Trustees, members of
the respective families of the Trustees, the respective estates of the Trustees, the respective
creditors of the Trustees or the creditors of the respective estates of the Trustees.
Article V Trust Administration
Section 5.1. - Exercise of Discretionary Powers
Except as hereinbefore specifically provided, in connection with the exercise of a
discretionary power to distribute income or principal to any person, there shall be no
requirement to take into account such person's other income or capital resources, the interest of
such person in any other fund or the duty of anyone to support such person, although these
factors may be taken into account.
Section 5.2. - Discretionary Distributions
Any discretionary payment from any trust hereunder shall be charged against such trust
as a whole, and shall not be charged against the individual share of any person at any time.
Section 5.3. - Allocation of Assets
A. For each distribution, partial distribution, allocation, or division of assets
into shares or trusts involving a fraction, the Trustees shall apply such fraction to the fair market
value of the relevant assets on the date of such distribution, allocation, or division, whichever
first occurs. The Trustees shall appropriately adjust such fractions to reflect the effect of any
partial distributions, allocations, or divisions, taking into account the fair market value as of the
date of distribution, allocation, or division, whichever first occurred, of the assets so distributed,
allocated, or divided.
B. The Trustees shall value any assets distributed, allocated, or divided to
satisfy (in whole or in part) a pecuniary distribution at the fair market value of such assets on
the date of such distribution, allocation, or division, whichever first occurs.
Section 5.4. - Accounting Allocations
A. Except as otherwise specifically provided in this Agreement and except
as provided in Paragraph B of this Section 5.4, the Trustees shall allocate receipts and
disbursements in accordance with sound trust accounting principles and have discretion to
allocate receipts and disbursements when, in the judgment of the Trustees, the treatment is
uncertain under applicable laws or generally accepted accounting principles.
B. Except as otherwise specifically provided in this Agreement, the Trustees
shall not treat any part of the principal amount of the proceeds of sale of any asset of any trust
as income distributable to or for the benefit of any beneficiary entitled to distributions of income;
provided, however, that the Trustees shall treat a portion of any proceeds of sale of any financial
instrument originally issued or acquired at a discount equal to the amount which (I) has
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previously been characterized as ordinary income for income tax purposes or (2) will be
characterized as ordinary income for income tax purposes in the year of such sale, as income for
trust accounting purposes.
Section 5.5. - Spendthrift Provision
During the term of any trust hereunder, no money or other assets (either principal or
income) payable or distributable under the provisions of this Agreement shall be pledged,
assigned, transferred, given, conveyed, hypothecated, sold, anticipated, charged, or encumbered
by any of the Beneficiaries hereunder, nor shall the income and principal of any trust, while in
the possession of the Trustees, be liable for any debts, contracts, obligations, or undertakings of
such Beneficiaries, voluntary or involuntary, or for any claims or judgments against any
Beneficiary, including claims for alimony or for the support of any Beneficiary's spouse or
children, or for reimbursement of a federal, state or local government, or any agency of any
federal, state, or local government, for the support of any Beneficiary hereunder, prior to the
time such money or assets are actually paid or distributed to such Beneficiary. Any attempted
pledge, assignment, transfer, gift, conveyance, hypothecation, anticipation, charge, or
encumbrance of any money or assets (either income or principal) payable or distributable under
the provisions of this Agreement by any of the Beneficiaries hereunder prior to the time such
money or assets are actually paid or distributed to such Beneficiary shall be null and void and
shall not be recognized by the Trustees. This Section 5.5 of this Article V shall not apply to me.
Section 5.6. - Limitation on Distributions
Notwithstanding any other provision of this Agreement, no discretionary distribution of
income or principal of any trust hereunder shall be applied to pay for medical care, residential
facilities, or any other care or service that would otherwise be provided for any Beneficiary
hereunder by any federal, state, or other governmental agency; and no such discretionary
distribution of income or principal shall be made for reimbursement for any such care, facilities
or services previously provided. Before making any discretionary payment to or for the benefit
of any such Beneficiary hereunder, the Trustees shall consider the amounts such Beneficiary is
or may be entitled to receive from any governmental agency for such care, facilities, or services.
If such amounts are available, discretionary distributions of income and principal from any trust
hereunder shall be made only to supplement such amounts, and to provide liberally for needs
and comforts over and above the basic maintenance, support, and medical care that may be paid
for by any such agency.
Section 5.7. - Division and Combination of Trusts
A. For any administrative, tax or other purpose determined by the Trustees
to be in the best interests of any Beneficiary (including any remainderman) hereunder, the
Trustees may at any time and from time to time (whether before or after funding), without
approval of any court, divide any trust under this Agreement into two or more separate trusts or
combine two or more trusts with substantially identical terms (whether or not such trusts resulted
from division of a prior trust).
B. If property is directed to be added to any trust hereunder (the "Original
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Trust"), whether by the terms of this Agreement any other agreement, or the Will of any person,
the Trustees may hold such property as one or more separate trusts on terms identical to the
terms of the Original Trust. The Trustees may allocate such property among the separate trusts
(if any) into which the Original Trust was divided, whether or not pro-rata, using specific
assets or undivided interests therein (including allocation of all such property to one of such separate
trusts).
C. Any time during the existence of separate trusts created by division of a
trust hereunder, the Trustees may exercise all discretionary powers differently with respect to
the separate trusts and take all other actions consistent with such trusts being separate entities.
Furthermore, the holder of any power of appointment with respect to such separate trusts may
exercise such power differently with respect to each such trust.
Section 5.8. - Consolidation of Trusts
If at any time after my death there is in existence a trust under my Will or any trust
agreement created by me having identical beneficiaries and substantially the same terms as any
trust under this Agreement, the Trustees may terminate the trust hereunder and transfer the
assets thereof to the Trustees of such other trust, to be administered by the Trustees thereof.
Different termination dates under the applicable Rule Against Perpetuities shall not be deemed
a difference in the terms of such trusts, but the portion of the trust representing the transferred
assets shall retain the same termination date as the original trust.
Section 5.9. -Termination of Trusts
Notwithstanding anything herein, any trust created hereunder for any person shall
(unless terminated earlier) terminate upon the day preceding the expiration of the maximum
period permitted under the United States Virgin Islands Rule Against Perpetuities, for the
vesting of an interest in a trust and upon such date the assets of such trust shall be distributed to
such person.
Section 5.10. — Equitable Adjustment
If any of the Trustees decides to exercise or not exercise any fiduciary power granted by
this Agreement or by law (including, without limitation, any election available to any Trustee)
and the exercise or nonexercise of such power confers a benefit on one Beneficiary or class of
Beneficiaries hereunder and imposes a detriment upon another Beneficiary or class of
Beneficiaries hereunder, the Trustees shall not attempt to restore the interests of the
Beneficiaries or classes of Beneficiaries to the position otherwise contemplated by this
Agreement through adjustment between income and principal or otherwise.
Section 5.1 1. - Lapsed Distribution
Except as otherwise specifically provided in this Agreement, a provision for distribution
to an individual who is not surviving at the date such individual otherwise becomes eligible for
such distribution shall lapse notwithstanding any law to the contrary.
Section 5.12. - Notice
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Any notice required hereunder shall be delivered personally or sent by first class or
certified mail addressed to the last known address of the intended recipient.
Section 5.13. - Termination of Trust
An instrument in writing completely revoking this Agreement shall, without more, upon
delivery to any of the Trustees, completely terminate all of the Trustees' right, title, and interest
to any life insurance proceeds, death benefits, pension, profit sharing, or other retirement
benefits or any other assets otherwise payable to the Trustees.
Article VI Powers of Trustees
Section 6.1. - Exercise of Judgment and Powers
The Trustees of each trust hereunder have the entire care and custody of all assets of
such trust. The Trustees have the power to do everything the Trustees in good faith deem
advisable without necessity of any judicial authorization or approval, even though but for this
power it would not be authorized or appropriate for fiduciaries under any statutory or other rule
of law. The Trustees shall exercise the Trustees' best judgment and discretion for what the
Trustees believe to be in the best interests of such trust and the Beneficiaries of such trust. If
two Trustees arc empowered to participate in a decision to exercise or not exercise any fiduciary
power granted by this Agreement or by law, such decision must be made unanimously by the
Trustees. If more than two Trustees are empowered as the Trustee to participate in the decision
to exercise or not exercise any fiduciary power granted by this Agreement or by law, a majority
of such Trustees shall be empowered to make such decision.
Section 6.2. - Compensation of the Trustees
Each Trustee acting hereunder (without regard to the number of separate trusts for which
such Trustee is so acting) shall be entitled to annual compensation for services performed
hereunder in the amount of Two Hundred Fifty Thousand Dollars ($250,000) per year, in
addition to any bequest to which they may be entitled under this terms of this Agreement. No
other compensation shall be payable to the Trustees hereunder; provided, however, that the
Trustees shall be reimbursed for all reasonable costs, expenses, charges, and liabilities incurred
or paid in connection with acting as Trustee or performing services hereunder, including, but
not limited to, fees and expenses of counsel or any other agents hired by the Trustees, and the
Trustees shall not be liable therefor individually. The Trustees have discretion to pay such
compensation and such reimbursements from trust assets, without obtaining judicial
authorization or approval.
Section 6.3. - General Investment Powers
A. Except as otherwise provided in this Agreement, the Trustees have the
power with respect to each and every trust created hereunder:
1. To enter upon and take possession of the assets of such trust and collect
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the income and profits from such assets, and to invest and reinvest such assets in real,
personal, or mixed assets (including the common trust funds of a corporate fiduciary) or in
undivided interests therein without being limited by any present or future investment laws;
2. To retain all or any part of the assets of such trust (without regard to the
proportion that any one asset or class of assets may bear to the whole) in the form in which
such assets were received or acquired by the Trustees;
3. To sell or dispose of, exchange, transfer, invest, or loan all or any part of
the assets of such trust which the Trustees hold, at any time, for such sums or upon such terms
as to payment, security, or otherwise as the Trustees determine, either by public or private
transactions;
4. To buy and sell options, warrants, puts, calls or other rights to purchase or
sell (collectively called "options") relating to any security or securities, regardless of whether
such security or securities are then held by the Trustees, and whether such options are
purchased or sold on a national securities exchange, and to exercise with respect to such
options all powers which an individual owner thereof could exercise, including, without
limitation, the right to allow the same to expire;
5. With respect to oil, natural gas, minerals, and all other natural resources
and rights to and interests therein (together with all equipment pertaining thereto) including,
without limiting the generality of the foregoing, oil and gas royalties, leases, or other oil and
gas interests of any character, whether owned in fee, as lessee, lessor, licensee, concessionaire
or otherwise, or alone or jointly with others as partner, joint tenant, or joint venturer in any
other noncorporate manner, (a) to make oil, gas and mineral leases or subleases; (b) to pay
delay rentals, lease bonuses, royalties, overriding royalties, taxes, assessments, and all other
charges; (c) to sell, lease, exchange, mortgage, pledge or otherwise hypothecate any or all of
such rights and interests; (d) to surrender or abandon, with or without consideration, any or
all of such rights and interests; (e) to make farm-out, pooling, and unitization agreements; (0
to make reservations or impose conditions on the transfer of any such rights or interests; (g)
to employ the most advantageous business form in which properly to exploit such rights and
interests, whether as corporations, partnerships, limited partnerships, mining partnerships,
joint ventures, co- tenancies, or otherwise exploit any and all such rights and interests; (h) to
produce, process, sell or exchange all products recovered through the exploitation of such
rights and interests, and to enter into contracts and agreements for or in respect of the
installation or operation of absorption, reprocessing or other processing plants; (i) to carry
any or all such interests in the name or names of a nominee or nominees; G) to delegate, to
the extent permitted by law, any or all of the powers set forth herein to the operator of such
property; and (k) to employ personnel, rent office space, buy or lease office equipment,
contract and pay for geological surveys and studies, procure appraisals, and generally to
conduct and engage in any and all activities incident to the foregoing powers, with full power
to borrow and pledge in order to finance such activities; together with the power to allocate
between principal and income any net proceeds received as consideration, whether as
royalties or otherwise, for the permanent severance from lands of oil, natural gas, minerals,
and all other natural resources;
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6. To hold all or any part of the assets of such trust in cash or in bank accounts
without the necessity of investing the same;
7. To improve, repair, partition, plat, or subdivide all or any part of the assets
of such trust;
8. To litigate, defend, compromise, settle, abandon, or submit to mediation
or arbitration on such terms and conditions as the Trustees determine any claims in favor of
or against such trust or the assets of such trust;
9. To loan or borrow money in such amounts and upon such terms and
conditions as the Trustees determine, assume such obligations or give such guarantees as the
Trustees determine, for the purpose of the acquisition, improvement, protection, retention, or
preservation of the assets of such trust, or for the benefit of any of the Beneficiaries who are
entitled or permitted to receive income from such trust;
10. To create or invest in any entity with all or part of the assets of such trust
and to carry on for as long and in such manner as the Trustees determine any business
enterprise held or created by the Trustees or in which I owned any interest at my death, either
individually or as a partner, joint venturer, stockholder, trust beneficiary, or member; to sell
such business enterprise as an ongoing business; to consolidate, merge, encumber, dissolve,
liquidate or undertake any other extraordinary corporate transaction relating to such business
enterprise;
11. To vote in person or by proxy any and all stock or securities and to
become a party to any voting trusts, reorganization, consolidation, or other capital or debt
readjustment of any corporation, association, partnership, limited liability partnership, limited
liability company, or individual with respect to stocks, securities, or debts held by such trust;
12. Except as provided in Sections 6.3(B), (C), and (D) of this Article VI, to
enter into any good faith transactions with the Trustees individually or with any corporation,
partnership, limited liability partnership, limited liability company, or other entity in which
any of the Trustees has an ownership interest;
13. To purchase from my estate any stocks, bonds, securities, real or personal
property, or other assets, or make loans to my estate even though the same person or persons
occupy the office of the Trustee and the office of the Executor of my estate;
14. To lease, mortgage, pledge, grant a security interest in, or otherwise
encumber all or any part of the assets of such trust for any term of years whether or not beyond
the term of such trust (including, without limitation, any such action for the benefit of any of
the Beneficiaries of such trust);
15. To abandon any property of such trust, real or personal, which the
Trustees may deem worthless or not of sufficient value to warrant keeping or protecting; to
abstain from the payment of taxes, water rents or assessments and to forego making repairs,
maintaining or keeping up any such property; and to permit such property to be lost by tax
sale or other proceedings or to convey any such property for a nominal consideration or
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without consideration so as to prevent the imposition of any liability by reason of the
continued ownership thereof;
16. To elect the mode of distribution of the proceeds from any profit-sharing
plan, pension plan, employee benefit plan, individual retirement plan, insurance contract, or
annuity contract pursuant to the terms of such plan or to change to another custodian of such
plan;
17. To conduct any audit, assessment, or investigation with respect to any
asset of such trust regarding compliance with any law or regulation having as its object
protection of public health, natural resources, or the environment (referred to as
"Environmental Laws"); to pay from the assets of such trust to remedy any failure to comply
with any Environmental Law (even to the exhaustion of all of the assets of such trust); and,
as may be required in the Trustees' judgment by any Environmental Law, to notify any
governmental authority of any past, present, or future non-compliance with any
Environmental Law; and
18. To refuse to accept any asset distributable to such trust.
B. No Trustee shall directly or indirectly buy or sell any property for the
trust from or to himself, or from or to his relative, employer, employee, partner or other business
associate.
C. No Trustee shall as trustee of one trust sell property to himself as trustee
of another trust.
D. No Trustee shall lend trust funds to himself, or to his relative, employer,
employee, partner, or other business associate.
Section 6.4. - Administrative Powers
Except as otherwise provided in this Agreement, the Trustees have the power with
respect to each trust:
A. To employ agents, attorneys-at-law, consultants, investment advisers (to
whom the Trustees have discretion to delegate the Trustees' investment authority and
responsibility), other trustees and other fiduciaries in the administration of the Trustees' duties,
to delegate to such persons, or to one or more of the Trustees, the custody, control, or
management of any part of the assets of such trust as the Trustees determine and to pay for such
services from the assets of such trust, without obtaining judicial authorization orapproval;
B. To delegate, in whole or in part, to any person or persons the authority
and power to (1) sign checks, drafts or orders for the payment or withdrawal of funds, securities
and other assets from any bank, brokerage, custody or other account in which funds, securities
or other assets of such trust shall be deposited, (2) endorse for sale, transfer or delivery, or sell,
transfer or deliver, or purchase or otherwise acquire, any and all property, stocks, stock
warrants, stock rights, options, bonds or other securities whatsoever, (3) gain access to any safe
deposit box or boxes in which assets of such trust may be located or which may be in the name
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of any of the Trustees and remove part or all of the contents of any such safe deposit box or
boxes and release and surrender the same, and (4) take any other action that the Trustees may
have the power to take with respect to such trust and the property thereof; no person or
corporation acting in reliance on any such delegation shall be charged with notice of any
revocation or change of such delegation unless such person or corporation receives actual notice
thereof;
C. To pay any property distributable to a Beneficiary under a legal disability
or who has not attained the age of 21, without liability to the Trustees, by paying such property
(1) to such Beneficiary, (2) for the use of such Beneficiary, (3) to a legal representative of such
Beneficiary appointed by a court or if none, to a relative for the use of such Beneficiary, or (4)
to a custodian for such Beneficiary designated by the Trustees, to hold until age 21 or such
earlier age as shall be the maximum permitted under applicable law;
D. To divide such trust into subsidiary accounts if the Trustees determine
that such division is necessary to maintain fair and accurate records;
E. To permit the Beneficiary of such trust to use, possess, and enjoy real
property, tangible personal property, or club memberships held by such trust;
F. To distribute to such trust or any of the Beneficiaries of such trust in kind
or in cash, or partly in kind and partly in cash, and to allocate different kinds or disproportionate
shares of assets or undivided interests in assets among all of such trusts or all of such
Beneficiaries;
G. In making the division into one or more trusts hereunder (if such trusts
have the same Trustees), to keep the assets of such trusts invested and handled as a single fund
without actual division and to designate such trusts on the Trustees' books as owning a
designated undivided interest in such fund;
H. To have evidence of ownership of any security maintained in the records
of a Federal Reserve Bank under the Federal Reserve Book Entry System; to deposit funds in
any bank or trust company; to carry in the name of any of the Trustees or the nominee or
nominees of the Trustees and with or without designation of fiduciary capacity, or to hold in
bearer form, securities or other property requiring or permitting of registration; and to cause
any securities to be held by a depository corporation of which a Trustee is a member or by an
agent under a safekeeping contract; provided, however, that the books and records of the
Trustees shall at all times show that such investments are part of such trust;
I. To register or not register such trust with the probate division of the
Superior Court of the United States Virgin Islands or otherwise and to make all decisions which
relate thereto;
J. Except as otherwise specifically provided in this Agreement, to give any
Beneficiary of any trust hereunder a general power of appointment exercisable in such
Beneficiary's Will over all or part of such trust, subject to any terms and conditions as the
Trustees determine, by written notice to such Beneficiary; to eliminate any such power of
appointment by written notice to the Beneficiary; and to irrevocably release the power under
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this paragraph to give a power of appointment or to eliminate a power of appointment;
K. To renounce and disclaim, in whole or in part, and in accordance with
applicable law, any assets, interests, rights, or powers (including any power of appointment)
which arc payable to (or exercisable by) such trust or over which the Trustees have any right,
title, interest, or power; and
L. To make, execute, and deliver any and all such instruments in writing as
shall be necessary or proper to carry out any power, right, duty, or obligation of the Trustees or
any disposition whatsoever of such trust or any asset of such trust and to exercise any and all
other powers incidental or necessary to carry out or to fulfill the terms, provisions and purposes
of such trust.
Section 6.5. - Restrictions on Exercise of The Trustee's Powers
A. Notwithstanding any provision of this Agreement to the contrary, a
Trustee shall not participate in a discretionary decision to exercise or not exercise any fiduciary
power to (1) distribute income from or principal of any trust hereunder to himself or herself; or
(2) distribute income from or principal of any trust hereunder for the health, support,
maintenance or education of a Beneficiary if such Trustee has a legal obligation to provide for
the health, support, maintenance or education of such Beneficiary from such Trustee's personal
assets. For purposes of this paragraph, a person whose interest in a trust hereunder is limited to
a remote contingent interest (for example, a contingent remainderman whose interest depends
upon another person failing to survive to a specified age or a person designated to receive assets
only in the event a power of appointment is not exercised) shall not be treated as a person who
is or may be a Beneficiary of such trust.
B. A Trustee of any trust hereunder may by a written notice delivered to the
other Trustee (or Trustees) of such trust decline to participate in the decision to exercise or not
exercise any fiduciary power granted by this Agreement or bylaw.
C. If a Trustee of any trust hereunder is not empowered (because of a
conflict of interest, declination to act or otherwise) to participate in the decision to exercise or
not exercise any fiduciary power granted by this Agreement or by law, then the remaining
Trustee or Trustees of such trust shall be empowered to make such decision. If no Trustee or
successor Trustee is empowered to participate in such decision, the Trustees may designate a
substitute Trustee to serve as Trustee of such trust who shall be empowered to make such
decision but has no other power or authority of the Trustees. Such designation shall be by
written notice delivered to such substitute Trustee.
Article VII Provisions Concerning Trustees
Section 7.1. - Successor Trustees
A. In the event a Trustee of any trust created for the benefit of
pursuant to the provisions of Article II, Section 2.3(A) or Section 2.4 of this
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Agreement and administered in accordance with the provisions of Article III, Section 3.1, 3.2
or 3.3 of this Agreement, or any successor Trustee thereof, resigns, is removed, becomes
incapacitated or is unwilling or is unable to serve, a successor Trustee shall be appointed to fill
the vacancy thereby created, such that the total number of Trustees acting on behalf of such
trust at all times shall be two. I shall first be appointed to fill any
such vacancy, and thereafter said successor Trustee may be appointed at any time by the
Trustees then acting, or, if, as a result of said vacancy, only one Trustee is then acting, by the
sole remaining Trustee then acting.
B. Except as specifically provided in Article VII, Section 7.1(A) of this
Agreement, in the event a Trustee of the Trust resigns, is removed, becomes incapacitated or is
unwilling or is unable to serve, a successor Trustee shall be appointed to fill the vacancy thereby
created, such that the total number of Trustees acting on behalf of the Trust at all times shall be
two. KATHERYN RUEMMLER shall first be appointed to fill any such vacancy, and if she
is unwilling or unable to serve, shall be appointed to fill any such
vacancy, and thereafter the successor Trustee appointed to fill any such vacancy shall be
appointed by the Trustees then acting, or, if as a result of said vacancy, only one Trustee is then
acting, by the sole remaining Trustee then acting.
Section 7.2. - Appointment of Trustee
The appointment of a successor Trustee hereunder shall become effective when such
successor Trustee signs an acceptance of the trust.
Section 7.3. - Resignation of Trustees
Any Trustee may resign at any time, without the approval of any court, by an instrument
in writing filed with the trust records. In addition, if there is filed with the trust records a written
certification from any attending physician of any individual Trustee of a trust that he or she is
no longer able to make decisions with respect to such trust, then from the date of filing of such
certification, such individual Trustee shall be deemed to have resigned for all purposes of this
Agreement.
Section 7.4. - Vacancy in Office
If there is a vacancy in the Trustees and no successor Trustee is designated pursuant to
Section 7.1 who is willing to act, the legally competent adult Beneficiary (or a majority in
beneficial interest of the legally competent adult Beneficiaries if there are multiple
Beneficiaries) then entitled or permitted to receive income from such trust shall designate a
successor Trustee by an instrument in writing delivered to the designated Trustee. If the legally
competent adult Beneficiaries do not designate a successor Trustee within sixty days after
receipt of notice of such vacancy or if there is no legally competent adult Beneficiary of such
trust, then a successor Trustee shall be named by order of a court of competent jurisdiction. All
of the fees and expenses of the Trustees (including attorneys' fees) attributable to the
appointment of a successor Trustee of a trust shall be paid from the assets of such trust.
Section 7.5. - Elimination of Bond
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No bond or other security shall be required of any Trustee hereunder in any jurisdiction.
Section 7.6. - Exculpation and Indemnification of the Trustees
No one serving as the Trustee of any trust under this Agreement shall be accountable or
responsible to any person interested in any trust hereunder for the manner in which the Trustees
shall in good faith exercise any discretionary authority or any power of the Trustees. No one
serving as the Trustee of any trust under this Agreement shall be liable for any loss or
depreciation in value occasioned by reason of any negligence, error or mistake of judgment in
entering into any transaction, in making any sale or investment, in continuing to hold any
property, or by reason of any action or omission, whether by the Trustees or any other fiduciary,
unless such Trustee has acted in bad faith. In the absence of proof by affirmative evidence to the
contrary, each Trustee shall be deemed to have acted within the scope of the Trustees' authority,
to have exercised reasonable care, diligence, and prudence and to have acted impartially as to
all interested persons. A Trustee shall not be liable for the acts or defaults of another Trustee.
In the event a legal action is brought against any individual serving as the Trustee of any
trust under this Agreement, all legal fees and related expenses incurred in connection with the
defense of such legal action shall be paid by such trust without court authorization; provided,
however, that (a) no such payment shall (or shall continue to) be made if a court enters an order
prohibiting such payment, and (b) such Trustee shall refund to the trust any such payments that
previously had been made if a court enters an order directing that such payments be refunded,
or if a court concludes that such Trustee acted in bad faith.
Section 7.7. - Relief from Virgin Islands Statutory Provisions
Pursuant to Section 1212, Title 15, of the Virgin Islands Code, I hereby relieve the
Trustees and any successor Trustees of the requirements imposed by Chapter 59, Title 15 of the
Virgin Islands Code, or any similar successor law respecting public filings of inventories and
accountings by Trustees. Furthermore, pursuant to Section 1107, Title 15, of the Virgin Islands
Code, I hereby relieve the Trustees and any successor Trustees, to the extent allowable, from
any and all duties, restrictions, and liabilities which would otherwise be imposed upon the
Trustees by Chapter 57, Title 15, Virgin Islands Code. This Section 7.7 of this Article VII shall
not be deemed a waiver of any and all other rights, powers, or restrictions otherwise granted to
the Trustees in this Agreement.
Article VIII Miscellaneous Provisions
Section 8.1. - Representation of Person Under a Disability
To the extent allowed by law, where a party to any proceeding with respect to any trust
hereunder has the same interest as a person under a disability, legal process shall not be required
on the person under a disability.
Section 8.2. - Simultaneous Deaths
If a Beneficiary under this Agreement and I die simultaneously or under such
circumstances that it is difficult to determine who died first, then for all purposes of this
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Agreement such Beneficiary shall be deemed to have predeceased me.
Section 8.3. - Law Governing
This Agreement and each trust created by it shall in all respects and for all purposes be
governed and regulated by the laws of the Territory of the United States Virgin Islands, as they
now exist and may from time to time be enacted, amended, or repealed. All questions regarding
the validity, construction and administration of this Agreement, or any of its provisions, and of
any trust created by it shall be determined solely by the laws of that Territory. The courts of the
State of Delaware and the U.S. Virgin Islands shall have primary supervision over the
administration of each trust created by this Agreement. It is intended that each such trust shall
be a U.S. domestic trust as defined in Title 26 section 7701(a)(30) of the Code by virtue of
meeting the court and control test. As provided in Treas. Reg. section 301.7701-7(c)(4)(D),
if both a United States court and a foreign court are able to exercise primary supervision over
the administration of the trust, the trust meets the court test.
Notwithstanding anything to the contrary in this Agreement, the Trustees of each trust
created under this Agreement have discretion at any time or times following my death to transfer
the sites of such trust to such other country, or such other jurisdiction as the Trustees determine,
without obtaining judicial authorization or approval (unless such judicial authorization or
approval is required by applicable law) and without the filing of any bond. The Trustees'
determination to transfer the sites of any trust under this Agreement shall be evidenced by an
instrument in writing signed, witnessed and acknowledged by the Trustees in the same manner
as would be required for a deed. The Trustees are authorized to take whatever actions are
necessary to effect such a transfer of sites. If judicial authorization or approval is required to
effect such a transfer of sites, I intend and desire that the appropriate court accept the
determination of the Trustees concerning the transfer of the sites of such trust even if one or
more Beneficiaries disagree with such determination. From and after the Trustees' transfer of
the sites of a trust pursuant to this Section 8.3 of this Article VIII, the administration of such
trust shall be governed by the law of the new sites of such trust.
Section 8.4. - Definition of Terms
Except as otherwise specifically provided herein, as used in this Agreement,
A. The term "Trustee" means all persons or entities who occupy the office
of Trustee of any trust hereunder while such persons or entities occupy such office, whether one
or more persons or entities occupy the office of Trustee at the same time or times, and includes
any successor Trustee or Trustees. The term "Executor" of a person's estate means all persons
or entities who occupy the office of personal representative, administrator, executor, or ancillary
administrator while such persons or entities occupy such office, whether one or more persons or
entities occupy such office at the same time or times, and includes any successor or successors
to that office. A reference to a person's Will means such person's Last Will and Testament and
any Codicil or Codicils thereto.
B. A reference to any tax also includes any interest or penalties thereon. The
term "my Gross Estate" means my gross estate as finally determined for purposes of computing
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my federal estate tax.
C. Whenever the singular number is used, the same shall include the plural,
and the masculine gender shall include the feminine and neuter genders.
Section 8.5. - No Contest
If any Beneficiary under this Agreement shall in any way directly or indirectly (a) contest
or object to the probate of my Will or to the validity of any disposition or provision of my Will
or of this Agreement or (b) institute or prosecute, or be in any way directly or indirectly
instrumental in the institution or prosecution of, any action, proceeding, contest, objection or
claim for the purpose of setting aside or invalidating my Will or this Agreement or any
disposition therein or herein or provision thereof or hereof, then I direct that (aa) any and all
provisions in this Agreement for such Beneficiary and his issue in any degree shall be null and
void and (bb) my estate whether passing under my Will or this Agreement or pursuant to the
laws of intestacy shall be disposed of as if such Beneficiary and his issue in any degree had all
failed to survive me.
Section 8.6. -Trustee Notice
The Trustees may have duties and responsibilities in addition to those described in this
Agreement. If the Trustees have questions, the Trustees should obtain legal advice.
CONCLUSION
I have duly executed this Agreement on the date set opposite my signature.
Date 7 t r,
Date 415( IS
Date Sp14
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STATE OF FLORIDA
) ss:
COUNTY OF PALM BEACH
The foregoing instrument was subscribed and sworn to before me this 5ih day of February, 2019 by
JEFFREY E. EPSTEIN, the Grantor, who is personally known to me or who has produced
as identification.
Sworn to before me this 5th day of
February, 2019. (..4..;eC7'.4,,: ,,i . AMANDA DEVINE
4:4, Notary Public - State of Florida
lag.ari.d , Commission a GO 268365
Ire. My Comm. Expires Oct 16, 2022
Boneet through National NOtary Assn.
Notary Public
STATE OF FLORIDA
)ss:
COUNTY OF PALM BEACH )
The foregoing instrument was subscribed and sworn to before me this 5th day of February, 2019, by
DARREN K. INDYKE, a Trustee, who is personally known to me or who has produced
as identification.
Sworn to before me this 5th day of .......
February, 2019. AMANDA DEVINE .......
l,.i"/ .r ; .. Hotary RAThc • State of Florida
,61 Commnsion I GG 268365
' toe or Comm. Expires Oct 16. 2022
gtheuvRiz. Beaded throve, National Notary Am.
Notary Public
STATE OF NEW YORK )
)ss:
COUNTY OF NEW YORK )
The foregoing instrument was subscribed and sworn to before me this /Sill day of February, 2019, by
RICHARD D. KAHN, a Trustee, who is personally known to me or who has produced
as identification.
Sworn to before me this
15-ni day of February, 2019.
LESLEY K. GROFF
NOTARY PUBLIC-STATE OF NEW YORK
No.
01GR6285700
Qualified in New York County
My Commission Expires 07-08-2021
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SCHEDULE A
Description of Trust Property
5100.00
CONFIDENTIAL ----
EFT,00120,118
EFTA01266202

SCHEDULE B
ADDITIONAL DISTRIBUTIONS
Any and all distributions to be made pursuant to the provisions of this Agreement to the persons listed
on Schedule B to this Agreement in accordance with directions provided in Schedule B to this
Agreement shall be made to each the persons listed below in the percentage set forth opposite
such person's name below, but only if such person shall be then surviving at the time of the event
which gives rise to such distribution. In the event that any of the persons listed below shall not
be then surviving, such distribution shall be made to those of the persons listed below who shall
then be surviving, pro rata in accordance with their relative distribution percentages provided
below:
ICARYNA SHULIAK 50%
10%
10%
LISA KAHN 5%
MAX G. KAHN 5%
LYLA B. KAHN 5%
MICHELLE F. SAIPHER 5%
SAMANTHA M. INDYKE 5%
HANNAH E. INDYKE 5%
The Grantor shall have the right to amend this Schedule B at any time and from time to time during his
lifetime by executing and acknowledging a written Amended Schedule B and delivering the same to no
less than one Trustee.
CONFIDENTIAL SDNY_GM_00007747
EFTA_00120419
EFTA01266203