EFTA01295536.pdf

The Hart Taut
TRUST AGREEMENT dated r:4-4)"°r1 9 , 199 , between
JEFFREY E. EPSTEIN, as Grantor, and JEFFREY E. EPSTEIN, as Trustee.
Mar
(a) The Grantor hereby transfers to the Trustee the property described
in Schedule A annexed hereto, to be administered and disposed of as provided in this
Agreement
(10 The Trustee shall retain such property, IN TRUST, for the
following purposes:
(i)To pay any part or all of the Monne and such sums from or any
part or all of the principal of the Trust as the Trustee, in his
discretion, from time to time determines for any reason whatsoever
to, for, or on behalf of the Grantor. Any income not so paid shall
annually be added to the principal.
(ii)On the death of the Grantor, to &pose of the remaining income
and principal of the Trust, including any property receivedby the
Trust as a result of the Grantor's death to the estate of the
Grantor.
SRDONtt
In exercising any discretion the Trustee, may, but shall not be required to,
consider and accept as correct any statement which he believes to be reliable nude by
any person. including a person interested in the way in which the discretion is exercised.
The Trustee, in exercising any discretionary authority given to him under any provision
of this Agreement. shall not be required to take into account any other resources of
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income or of principal available to the person to whom a distribution is under
consideration.
1111812
In extension and not in limitation of authority which the Trustee would
otherwise have pursuant to law or pumunt to the other provisions of this Agreement, the
Grantor directs that the Trustee have the following discretionary powers:
(a) To retain for as long a period of time as he may consider advisable or
proper any property of any kind which may at any time be in his band,.
(b) To sell at public or private sate or to exchange any property which may
at any time be in his hands, without application to any court, on any terms which he may
consider advisable or proper, including terms involving an extension of credit for any
period of time and with or without security.
(c) To acquire, buy, sell, contract to buy, contract to sell,: sell short; buy on
margin, exchange, engage is risk arbitrage transactions with respect to, and.trade in
stocks (common or preferred), bonds, notts,.:obligations (secured or unsecured),
securities of open-end and closed-end investment companies and common trust funds,
other securities (issued or to be issued), commodi0es, futures, options, executory
contracts for the purchase or gale of securities and commodities, mortgages, and other
property, real or personal, of any kind, whether similar or dissimilar to that specifically
enumerated, and interests in any of the foregoing, without being bound by any provision
of taw restricting investments by trustees, and without regard to any principles of
diversification.
(d) To purchase, sell or exercise conversion, subscription and other rights, and
warrants, puts, calls, straddles, and other options, to make payments in connection
therewith and to sell naked options, whether calls or puts, and to deal in otter financial
instruments.
(e) To make any authorized transaction for cash or on credit or partly for cash
and partly on credit, with or without security, or partly or wholly with borrowed funds.
(f) To borrow money for any purpose and to pledge or mortgage property as
security for money borrowed or for other transactions.
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(g) To participate in reorganizations, consolidations, mergers, liquidations, or
other capital adjustments affecting securities held by him.
(h) To retain any interest in, to invest in and to become a member of, any
partnership or joint venture, to comply with all the terms and provisions of every
partnership and joint venture relating to any investment at any time held by him, and to
vote, execute consents, exercise all rights and rake such other action with respect to any
partnership or joint venture as he, in his discretion, deems advisable.
(i) To invest in or otherwise acquire any property, real or personal, of any
kind, without limitation, without being bound by any provision of law restricting
investments by trustees, including but not limited to common and preferred stocks,
secured and unsecured obligations, mutual and common, funds, other serurittes,
mortgages, and interests and options in any of the foregoing. .
(j) To permit funds to remain uninvested, and to retain for an unlimited
period of time and to acquire and retain property which is nonproductive of income.
(k) To hold securities in the names of nominees or in such form as to pau by
delivery and to remove property to or from any jurisdiction.
(I) To employ attorneys, accountants, investment advisers, security analysts,
brokers, agents, clerics, bookkeepers, stenographers and assistants, and to pay the fair
and reasonable value of their services, and in connection with this power a Trustee who
is an attorney, an accountant or a broker or any firm of attorneys, accountants or brokers
of which a Trustee is a partner or employee may be retained on behalf of the Trust
hereunder and compensated for services rendered.
(m) To lend money or other property to any person, corporation, partnership,
estate, Trust or other entity.
(n) To distribute income or principal in cash or in kind or partly in each.
Such distributions may be made 'to any trustee, beneficiary or remainderman with
property that is like or different from the property used to make any other distribution
to any other trustee, beneficiary or remainderrnan.
(o) To hold all or part of the property held hereunder in common investments
or funds.
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(p) To operate, repair, alter and improve any real property which he may hold
or in which he may hold an interest or a participation; to erect or demolish buildings
thereon; to titer into leases for such real property or any part thereof or any imerest or
participation therein for any period of time; to mortgage such real property or any part
thereof or any interest or participation therein for any period of time; to grant options
with respect to such real property, mortgages and leases or any interest or participation
therein for any period of time; to perform, modify, waive provisions of, extend, renew,
terminate or otherwise act in respect of any such leases, mortgages or options; to cause
such real property or any interest or participation therein or any part thereof and himself
to be insured against any and all risks; to retain an agent or agents for any of the
foregoing purposes; and to do or omit to do anything of any kind or nature with respect
to any such real property any pan thereof or any interestut option with respect thereto
and the management thereof which he may in his discretion consider advisable, whether
or not such act or omission is hereinabove specifically mentioned, without being bound
by restrictions which might otherwise be applicable and without court approval.
(q) To determine, in case of reasonable doubt on his part, whether any
property coming into his hands constitutes Mamie or principal, and whether any payment
or expenditure made by him shall be charged to income or to principal.
(r) To become or continue to be an officer, director or employee of any
corporation, stock of which may be owned by the Grantor's estate or the Trust created
hereunder and as such officer, director or employee to receive a salary, bonus or other
compensation in reasonable amount for services rendered to said corporation.
(s) To delegate to any one of the Trustees any nondLscretionary power,
it-chiding but not limited to the power, singly or with others, to sign checks, withdrawal
slips, instructions for the receipt or delivery of securities or other property, and
instnictiona for the payment or receipt of money. and the power, singly or with others,
to hare access to any raft deposit box or other place where property of the Trust created
pursuant to this Agreement is deposited.
(t) To transfer any property which he may at any time bold to any jurisdiction
which he deems advisable.
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The Trustee shall continue to have all the powers herein vested in him
until the final distribution of all property in bis hands.
FOURTH
. r -
The Grantor authorizes and empowe3rs the Trustee to sell, to continue or
to liquidate, in whole or in part, the Trust's interest in any corporation, partnership,
individual proprietorship or other business, subject. however. to the provisions of any
stockholders' Agreement or other Agreement with respect to such business which may
be in force. Any such sale may be at a price and on terms or conditions which the
Trustee in good faith considers fair and advisable. Any such sale may be nude to any
one or more of the Grantor's business associates, any one or more employees of any
business in which the Grantor may be engaged, and any one or more of the Grantor's
relatives, even though said business associates, employees and.relatives, or any.of them,
may be a Trustee under this Agreement. The Grantor further authorizes and empowers
the Trustee to acquire and to conduct any business of any kind, or any interest in any
such business, in partnership, individual, corporate or other form, and to continue such
business or interest therein as long as he may consider it advisable, and to enter into
contracts, make expenditures and do all other acts which be may regard as necessary or
proper in connettion with the acquisition and conduct of such business or interest therein.
Such authority and power may be exercised notwithstanding the participation of one or
more of the Trustees in such business in his individual capacity. The acquisition and
conduct of such business or interest therein shall be at the risk of the Trust acquiring or
conducting such business or interest therein, and the Grantor hereby exonerates the
Trustee from any personal loss or liability which he might otherwise incur by reason of
the acquisition or conduct of such business or interest therein. The authority granted to
the Trustee pursuant to this article shall be In addition to and not in limitation of the
powers granted to him elsewhere in this Agreement.
DELIS
The Grantor makes the following provisions with respect to the Trustee!
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(a) The last acting, Trustee is authorized to designate one or more additional
or successor Trustees. Designations shall be in writing and may be revoked in writing
by the maker thereof at any time prior to the qualification of the person designated.
(b) If at any time no Trustee Is acting and no successor has been designated
or no successor who has been designated is available to act. JEFFREY A. SCHANTZ
is appointed as successor Trustee.
(c) Any Trustee may resign by giving notice to take effect on the date
specified in said notice.
(d) A Trustee may resign or qualify only by a written instrument mailed or
delivered to the Grantor or a Trustee then acting.
(e) No Trustee at any time acting hereunder shall be required to give any
bond, undertaking, or other security for the faithful performance of his duties in any
jurisdiction or .be liable for the acts or omissions of any:other Trustee:
(0 Any reference herein to the Trustee shall include survivors, successors sal
additional Trustees.
SDOH
The Grantor, or any other person, with the consent of the Trustee, shall
have the right to make additions to the Trust hereunder by will or otherwise by
usmsferring to the Trustee additional real or personal property.
SZEFatali
The Trustee hereby accepts the Trust and agree to execute it to the best
of his ability.
The Grantor retains the right at any time or times during his life to revoke,
in whole or in part, this Agreement and the Trust created hereunder and to receive a
portion or the entire income and principal.
The Grantor retains the right at any time or times during his life to amend
this Agreement and the Trust created hereunder,
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The Grantor may revoke or amend this Agreement and the Trust created
hereunder by a written and acknowledged instrument. The right to revoke or amend the
Trust shall be a personal right of the Grantor and may not be exercised on his behalf by
any guardian, conservator, committee or other such entity.
This Agreement and the Trust created hereunder shall become irrevocable
and unamcndable upon the Grantor's death.
LIMA
This Agreement and the Trust hereby created shall be coma:mid and
regulated by the laws of the State of New York.
TFn
This Agreement and the Trust created hereunder may be
referred to as The Haze Trust.
IN WITNESS WHEREOF, the undersigned have executed this Aarc-Lin nt
as of the day and year first above written.
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SCHEDULE A
$100.00
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STATE OF P1 )
: ss. :
COUNTY OP )
On the I day of real) , 1994 personally came JEFFREY E.
EPSTEIN, to me known and known to me to be the individual described in and who
executed the foregoing instrument, and duly acknowledged to me that be executed the
urns.
HOMY I. BCXER
Noisy MI • MM
No.
Cipaisho Wrap reb.117.
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ACCEPTANCE OF SUCCESSOR TRUSTEE
OF TRE HAZE TRUST
WHEREAS, Jeffrey E. Epstein is Trustee of The Haze Trust ( the "Trust"),
created pursuant to a trust agreement dated February 9, 1999 between Jeffrey E. Epstein,
as Grantor, and lenity E. Epstein, as Trustee (the "Mist Agreement"); and
WEEMEAS, Jeffrey E. Epstein, Trustee of the Trust, pursuant to the provisions
of Article Fwm, paragraph (a) of the Trust Agreement, designated Darren K. lnelyke, to
act as Trustee of the Trust;
NOW, THEREFORE, the undersigned hereby accepts his appointment as
Trustee and agrees to be bound by all the terms and conditions of the Trust Agreement,
effective from and after the date thereof.
Dated as of: May 8, 2007
Dairen K. Indyke
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TTE E HAZE TRUST
DesImitation of Trustee
I. The Elate Trust (the "Trust") was created under a trust agreement dated
February 9, 1999 between Jeffrey E. Epstein, as Grantor, and Jeffrey E. Epstein, as
Trustee (the "Trust Agreement").
2. Pursuant to the provisions of Article FIFTH, paragraph (a) of the Trust
Agreement, the Trustee is authorized to designate one or more additional Trustees of
the Trust, and such designations shall be in writing.
3. Jeffrey E, Epstein, as Trustee, hereby designates Darren K. Indyke, to act
as Trustee of the Trust, effective from and after the date hereof.
Dated is of: May 8, 2007
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