EFTA01269509.pdf

i,„„„-1
Egg
Client Due Diligence
Business Accounts
Account Title (-Deposited:
LSJ,LLC Account Number:
S.SJTINIEIN:
Physical Address: Stalling Address:
Utile Saint James Island 6100 Red Hook Quarter Suite 83
St. Thorns . V/. 0 01f0 I SI. Thomas, US Virgin islands
00002
Banos Telephone/ Business Fax* IntensaNteteit• Address N/A
Line ot Business: Melding C0mPanY NAICS Code Dale Estatnshed: 1998
Areal Sales; S 0 Nbr. of Othces/Brancties: 1 Nbr. of Employees 7
Properly Status:0 Own 0 Lease Referred By, 0 Advertisement 0 Gwent Can 0011101:
Cline Person Name &TOE Joanne Brennan COMM Parton Telegtora s 3404752525
2 Account Type
0 Sole ProPrielorsh0 0 PartnerShIP 0 Corporation 0 Non-Pr0nt 0 ltP 01w 0 oner ---- - - - --
0 Candid Decking 0 Married OD 0 Commercial StaternertSV ii 0 amulet& Pima* Savags
0 Commie CEP Chucking 0 mambo OD Oktue (8Vil 0 Corniterciel DIM Stateirent SV I 0 Goitirmiot Passtod Saittojs
0 Gaterrnerl Checeng 0 Merged OD DeA l❑CIUolnnect& Manua, SV 0 Co1III.Ve of (host
0 Corrretc• Cneding IOLA 0 Gevernment Staters,* SV U Canmerckel DOA MexineerSV 0 One.:
3. Authorized Signer (Complete the following information for each authorized signer.)
Au prized Signer Name: JEfrey Epstein Finanpal Member
Physical (Home) Address: Personal Moving Address:
ties Semi James IsidMl 6100 Red Hook Quarter B3
St Thomas. USi V n tsiands - St Thomas US Vusdn Sags
Soosl S n
T
•
Response:
t
1. Account Agreement Acceptance and Taxpayer Status Certification
poster hereby certifies war the F mIllaro Las betni.ke;nreAti.1 a s lepootory or Ma depostor and that it is revieweo the informabon contained
this Client Intormelon Sheet (SVC) and rode it accurate on Pas date. Tree Capacitor has received and agrees ia vii. Terms end Arilialefet WCornmeecial
Accounts and Rides and Fees Schedule acrendy in ogled and as may be amended Mc mu type of account and ifilViC04 it hes sinsetert.
tinder pelotas of petjury. the OW/Miter certifies that (I) The number shoes on his toms is he mood tax identikation number and (2) thee the 0•Prolor
b not I ubfiel to butles) valbholdmg either because: (ate has not been noosed by to Internal Revenue Service tins, mail* sue*, to Mithokeng es s
result el fame to report al Memel or dividends, or (b) that Vie IRS hes noNeci the Now:4 that its no longs. tutted to teckup wenoldng or it a exempt
from Lockup willholdng. (3) the Demagog is a U.S. entity. (Crass out subpart 2(a) If It Is not Via II Stetemint 3 Is not true. cross out and complete
en emiciatiam Fenn W4)
The Internal Revenue Sank* does not require your earsenl to any provision of In Marmot other than the Certhicatlon required le mold
backup vvithhoking. .
CM* I AlithOriZad SigialUre !altstriftriertitatIMIC•diliar)
JO 00.009 x 4 sr z. . Mentor
5 Ilitial Deposit
Type: 0 Mgi env 0 • i - - S r me meal **Mt Is over $500.000
0 0 C Ch a e s c h k l T A r o iw re o y w O s i : l ' e ,I d * 444'1. fug meine Ae(hed p O l I i w ss e e d s d . o ! c R um a e w n t t o s o a u x rc le e o to f r h in o s d m s x o t r o o so s u ) rce
• Tranglor ;a , ii /0 Li i
6. Expected Transactions (Month.'.
Do you intend to deposit cheers with second enclongillio u Ivo 0 NO
Do you provide cheek castling or remitter services? 0 Yes 0 No
Credits: No. ol Transactions: 0 0-10 011.2a 0 21- 50 0 Cgs:
Total Amount (S) 050 - $5.003 0 $s.00l -$15,003 0 515.001 • $50,000 0 Other.
TOO: 0 Cash 0 Cholus 0 Account Trent, 0 Was Trance 0 POS
0 Pe/roll 0 Dad Deposit Mantra Cheekalkletwy Crain a ACH Doter
Debits: No. d Tralsactions: 0 0 - 10 0 11- 20 0 21 — 50 ®Other. so.
Tow Amount (S): 0 So • $8.000 D31 85.001 S15.000 0 515. 001 - 550.000 0 ether _ _ •
Type: 0 Cash 0 Chocks 0 Account Transfers 0 wee Trenslem 0 POS
0 Payroll 0 Dinia Depoill 0 Manages Checka.Voney Orcars 0 ACM 0 ottio
7. Related Accounts -, it19 ,a , . L.."...e 'cif: re has raptor amounts.)
Current 0 Yee 0 No Am-cut! Current 0 We 0 No Account a
Accoml Tde. Account The:
LSJ . Lit
Wgn /Sob a a draw of rnrsaiane SDNY GM 00013699
1,••••C ft0T, FAA'.
CONFIDENTIAL FirstBankPR000862
EF1'A_00124342
EFTA01269509

Amami Infatut10n: Enemas Instsewr
First Bark
B. Additional Authorized Signers (Complete the following information for each authorized signer.)
Authorized Signer Name: Harry Boiler Profession. ACCOuntant Demos% i Accountant
P.ysical (Morns) Address: Personal Mal Address:
Soma Sac dew 0. 9 Prow a ant: i Demon Ot.
New York USA
some Der hal/lasill; one Number. nem F ax Sinister, Nonce Number. Ems Address:
Teen n Cac..paha, oa oentecalon Type 8 Nu
25
0 OFAC NEXSYSTEMS called g Yes No explain wry: tni LA...,
SSN Response: Year: /Q7 2. Stale: ID Response: 4."11-1:- i 4- g--,
®PLC .e7 REFERENCE requested 0 yes grin. espial Why) --A1-4
Response:
Authorized Signer Name: Darren Indyke Polessei. Attorney Corporate Tile: Altensy
Physical (Herne) A0OreSS: Personal Mailing Address:
6100 Red Hook Plaza Stile 201
St. Thomas USVI O0002
8odsl e. rOn»«ei Place a adh Caren 02 0
New York USA g0
rem BUSiners Fen Matt: Motile Number I Ems Address: r..e..s
Yogis in Oxteekei
20 t"
20FAC 95 8 Fava. r...4 f .1 t ay/Carer(
SSN RespOnee: Year. /114' Salt 4,9 ID Response; el,
Eitc Ova( REFERENCE requested 0 Yes 0%. Mosel%WV: --r—a
Response:
C
Authorized Signer Name: Jeanne Brennan Prolusion CPA Caparelelthr Accountant
Physical (Home) Address: wag itAc or Personal lasing Address:
6601 Red Hock Plza Ste 201
Saint Thomas
Sods Secun Number: i Dale a Plea Of Beth: Cifinfl Ot 31
NY USA
ir * 'a a Buena*. Fax NuMber. Metes NLICIbilf: . era, Meets:
.e." ....-.- ......."
Tan in -n
25
ErlDFAC 05 0 4.4. tr# 1
SSN Response: Yew state. 4.04 ID Relpfle: .4... tri.t. 7.1.{7'.
age DerANK REFERENCE Mqueeted 0 Yes 1350-. explain why: "6'14
Response:
Authorized Signer Name: Gary Kerney Conetuodon
Construction
Proleseco Corpatio Tit Mitenigernent
MOPS (Houle) AMPS: Personal Malang Address:
same
Ste411 Da Met Pace Ot Birth Chan at:
Kansas Coy USA
Hoes Telestrsne Number. menses Telephone Renew eueness Par Number Mute* Adobes. I Errs Address:
"--
rem 0 ',Orlon
40
(}OFAC es - , a..-- .0. _r_
.../ SSN Response: Year /in State: C/K• ID J
i LC D-BANK REFERENCE requested U Yes Belo. actin why.
Response: 41 4
9. Management Review
Fa. spies of re H d esoarore(s) Account OpeNria
5 Saute cards rewired r nsnianr*A42 0 Q Deer
o Al en tams* received (Rs OoeunwnfaieeklbfelterMIKO ID No.
a 0 /J--# re/ 2- O P
ei5nic& PtC(Raglialent Account List Verified By): I (_, 'n fru vi r Monseernere Review By:
2U Cto Pek v es Po i,LAid • riA, m ed-ei 941,/vicS ,vs-rns._
Reran FO, boning Assent
on
FEDi ktiirict
o Merchant Card Services 0 e-rustBank (Internee 0 Cash Ma-overlent
D
Credt Card SDNY_GM_000137C 0
CONFIDENTIAL -
EFTA _00124313
EFTA01269510

FirstBank Virgin Islands —Signature Card
Account type: Account number. Sign. Rea Date: Oint,-ate
LSJ, LLC
Atcx- i C,A (0 pamS
Cfia-r.44-41
Home:
Address: 6100 Red Hook Quarte 63 St. Thomas
won( 3407752525
Name: JEFFREY EPSTEIN
Name: DARREN INDYKE
•i •
Name: HARRY BELLER
/.
Name: GA Y KERNEY
l
Prepared by:
9witiVeca.a dii
Authorized by:a/
"110.49 X^
NAKIIE 812007
NNNS-000 I
Instructions for completion
Please print this form 3 times and complete in triplicate in blue or black ink.
Please insert the name of the company or the account title under account name.
Please print the name of each authorized signatory to the account together with a sample
of their signature in each field under die name. If there are more than four signatories
please use additional signature cards as necessary.
The Bank will complete the remaining fields.
*Important* Please provide each signature card in triplicate with original signatures (no
photocopies).
Firs:Bank is a subsidiary ofF irs: Bancorp (NYSE :f8P)
SDNY_GM_00013701
CONFIDENTIAL
CONFIDENTIAL FirstBankPR000864
EFTA_OOI 2,B4
EFTA01269511

FirstBank Virgin Islands - Signature Card
Account type: min Sign. Req. Date: 0 /34.4.O
LSJ, LLC
Ora ..C 19(4,0 key" I dr. ay
2-210)
Home:
Address: 6100 Red Hook Quartet 63 St. Thomas
We& 3407752525
Name: JEANNE BRENNAN WIEBRACHT
#64mings. A. 4,I IMI
Q4~84
Name:
II) Type:
No:
SSN:
Nga iWER SEDING
ID Type:
No:
Name: :tact (I. C./ sey.t.4.- SSN:
Date /(/070? mime
ID Type:
Aged
No:
Prepared by:
Authorized by
NAIOIE 8/2007
NNNS-000l
Instructions for completion
Please print this form 3 times and complete in triplicate in blue or black ink.
Please insert the name of the company or the account title under account name.
Please print the name of each authorized signatory to the account together with a sample
of their signature in each field under the name. If there are more than four signatories
please use additional signature cards as necessary.
The Bank will complete the remaining fields.
*Important* Please provide each signature card in triplicate with original signatures (no
photocopies).
FiniSank is a subsidiary of First Banccup (NYSE :FBI')
SONY_GM_0001 3702
CONFIDENTIAL
CONFIDENTIAL FirstBankPRO00865
EFTA ({)124345
EFTA01269512

CERTIFICATION OF BENEFICIAL OWNER(S)
The information contained in this Certification is soughtp ursuant to Section 1020.230 of Title 31o f
the United States Code ofF ederal Regulations (31 CFR 1020.230).
Account #
Person opening an account on behalf of a legal entity must provide the following Information:
1. First Name and title of Natural Person Opening Account 2. Last Name 3. Middle Initial
JEFFREY EPSTEIN E
4. Name and type of Legal Entity for Which the Account is Being Opened
LITTLE ST JAMES, LLC
4a. Legal Entity Address 4b. City 4c. State 4d. ZIP/Postal Code
6100 Red Hook Quarter B3 St. Thomas USVI 00802
SECTION I
(To add additionali ndividuals see page 3)
Please provide the following information for an individual(s), if any, who, directly or indirectly, through any contract arrangement,
understanding, relationship, or otherwise owns 20% or more of the equity interests of the legal entity listed above.
Check here El if no individual meets this definition and complete Section II.
5. First Name 6. Last Name 7. MJ. 8. Date of Birth
Jeffrey Epstein E 01/20/1953
9. Address 10. City 11. State 12. ZIP/Postal Code
6100 Red Hook Quarter B3 St. Thomas USVI 00802
13. Country 14. SSN (U.S. Persons/Non-U.S. Persons) 15. I i d de e nt n if t ic if a i t c io a n t n io um n b N er u ) mber (SW Passport Number or atiernmlar
USA
54538864
15a. State of Issuance: 15b. Country of Issuance: 18. Ownership %
USA USA 100
NOTE: In lieu of a passport number, Non-U.S. Persons may also provide a Social Security Number, an alien identification card number, or number
and country of issuance of any other govomment4ssued document evidencing nationality or residence and bearing a photograph or similar
safeguard.
SECTION II
Please provide the following information for an individual with significant responsibility for managing or directing the entity, Including, an
executive officer or senior manager (e.g.. Chief Executive Officer, Chief Financial Officer, Chief Operat'ng Officer, Managing Member,
General Partner, President. Vice President, Treasurer); or Any other individual who regularly performs similar functions.
17. First Name 18. Last Name 19. M.I. 20. Date of Birth
Jeffrey Epstein E 01/20/1953
21. Address 22. City 23. State 24. ZIP/Postal Code
6100 Red Hook Quarter B3 St. Thomas USVI 00802
25. Country 26. SSN SSN (U.S. Persons/Non-U.S. Persons) 27. I id d e e nt n er t c if a i b c e a n t n io um n b ( e S r S ) N, Passport Number or Wier simiar
USA
54538864
27a. State of Issuance: 27b. Country of Issuance:
USA USA
NOTE In lieu of ts passport number. Non-U.S. Persons may also provide a Social Security Number. an alion identification card number, or number
and country of issuance of any other govemment-issued document evidencing nationality or residence and bearing a photograph or similar
safeguard.
I, JEFFREY EPSTEIN (name ofperson opening account), hereby certify, to the best of my knowledge, that the
information Provided herein is true and correct. If any of the above mentioned information changes I agree to provide the
financial institution written notification of such changes.
Sigrtsxae
Dam 2 .51b1 .6d4
IMODISITIn
NNNG-tei&OlUt CONFIDENTIAL
CONFIDENTIAL FirstBankPR000866
EFTA_00124346
EFTA01269513

'First Bank
Limited Liability Company
Letter and Security Agreement
Virgin Islan is
Dale g,30.2CC9
We the indersigned Members. Managers, or Officers of LSJ,I.LC
(-Company) lxated at American Yada Kerber St. Thomas
HEREBY CERTIFY that Conan. a Llmited Utah Company formed purSuant to Delaware Law.
iSrate
is composed of to tdowsig Jeffrey Epstein. Merrtw
Members:
and to falldthing Manager a Clicerg Jeffrey Epstein, Member managed
(Into* Name d Ilamorr a fyI of TIlefs)010114/440
To induce you in your discreet toad and rely hereon and on the signature of wry of the designated present or future Managers, Members. Officers.
employees or agents 01 Company rAuthodzed Pe/m(5n. we agree and way on behalf of Corwony as blows:
1. FirstBark rBankii is hereby designated as depository of Company, and any Authorized Persons auffionzed to deposit or desire* for
deposit any funds of Company in Bank at any of its orandies Bank may at arty tine refuse to accept anew may return by ordinary mei or
otherwise tie whole or any pan cf a deposit
Member - Jeffrey E. Epstein Money-Darren Indyke, Construden Manager- Gary
2. The foaming duly appointed Autlionzed Persons) Kenej, Accountant -Marry Beier. Accountant -Jeanne Brennan Webractt
siring Singh
fit pffixses d swag um*. wears *9., WO. Say boa It )
and then successors at hereby authorized to Sgn. by hand or by lactate (including, tut not tinted to, =puler generated) sigetdrefs).
decks, drafts. acceptances and other Instruments thereinafter Bath codechely referred to as Item(s)l. NotvitthstancIng the eh:ft*. any
Authonzed Person is authorized singly to: (I) initiate Automated Cleanng Muse EACH') debits without a signature; (2) Mete payments ty
use of Depository Trends( Checks ;Tie') without a signature other than the name of Company ported an the DTC: or 0) give Instructions,
by means other than the signng ot an item. wth rasped to any account transaction inducting. but not idled to the payment transfer or
withdrawal of funds by mar computer or other bean:ire means, or otherwise, or o' money. credits. gems or property at any lime held by Bank
for account of Company (Instruction:1T
3. Bank is nerety authorized to honor and pay items. Mather signed by hand or by Moselle (indudng. but rot limited lo, computer generaleo)
signature(e). In the case of fammile signatures. Bank is authorize] to pay any Item if the signature, regardless of how u by whom affixed.
and whether or not the form of sgnakee used on such Item was ectualy prepared by or for Company, resent/es the spedmens riled with
Bank by Company. Banks further authorized to honor and pay DTCs, ACHt Irstructue, and other orders given singly by any Authorized
Person, holding such as may thing aoout or increase an overdraft and such as may be payable to or for the benefit of any Authorized Pe•son
or other Manager or Merroer or employee indviduaty, tithed inquiry as to the &andantes of the issuance or the dsposton d the
goon& thereof end remit Ent as to amount
4. Bank is hereby authorized to accept for deposit 0r credit on for collection, or otherwise. Items endorsed by any person or by stamp Or Other
erpressen n the name or account number of Company without inquiry as to me circumstances of tie endorsement or any lack of
encorsernitt or the disposition of he proceeds.
5. Tile lobbing Authorized Persons Member - Jeffery E. Epstein
ilicloaft by ran mere mama:lb next soans.Attaxes, es.)
of Company. signing S
Onth•all. /few ban. et No to be wafto oit sink wry.... )
are hereby auttenzed to etcc oars and advances and obtain credit at any lime kr Company from Bank land guarantee on behalf of
Company tied:groom of others to Bank), secured or umpired. and for such loans and enhances and creole and guarantees to make.
execute and deliver prornssory notes and other witten °tbs.:tons or evidence of indebtedness of Company, appicaeons for Were of credit
Instrunents ot guarantee an - indemnity and any agreements or undertaNngs. general or specific, with respect to any of the foregoing, and as
security for the payment of loans, advances, indebtedness. @madam and fettles of. or Wahl green It% Company others to pledge.
hypothecate. mortgage. assign. transfer. grant kens and securty newests in. give rights with respect b, endorse and darner property of any
despiplion. real or personal and arty Interest terein and estidenCe of any thereof al any time head by Germany, and to IM30.40 mortgages.
deeds of Mist, Secunty agreements, instruments of transfer, assignment or ;sedge, powers of attorney and other agreements or instruments
Wilt may be necessary a desirable in OCIMGM0CI herewith; and also to sel to, or discount wen, Bank commode paper. Ns receivable,
accounts receivabe. gods. bonds or any other SOCurteS or property al any time hell by Company. and to tat end b endorse. assign,
transfer and deliver the same: to execute and delver instruments or agreement of subordnalion and assgrment satslactory to Bank and
also to rya any enders or consents lot the delivery, sale. exchange or other Ospositen of any properly a interest therein or evidence thereof
belongng to Ourceny and at any time in the banes of Bank, whether as collard or othersee, and to execute and driver such other
agreements, instruments and documents and to do such ether ads and things as may be necessary or desirable or required by Bank in
comedion with any of to foregoing and Bank is hereby authorized to home, accept we execute any of the transactions *suited above.
6. That all loans. discounts are advances heretofore obtained on behalf of Company and at notes and Other ottgations cr andantes thereof (the
foregoing Deng referred to as Vtiigahons) of Company b3M by Bank are hereby approved. fabffedi and bulbolefl
7. Company does hereby give ti Bank a continues lien for the anoint of any and all Metes and obligations of Company to Bank and claims of
every nature and description of Bank against Company. whether now existing or hereafter neared, originally convaaed with Bank and/or with
another or others end now or hereafter owng to or Mired in any manlier by Balk. whether contracted by Company alone or ;OW), andror
"nest Inwf 'sets es• chiso, dhsgint Pawn aro
vwszlnexi
CONFIDENTIAL GO NY_GM_0001 3704
CONFIDENTIAL FirstBankPR000867
EFTA_00124347
EFTA01269514

severally wen aroma or oars. absokAe or corehgent. secured or 'Avowal matrix or urtnetured (al of itch are hereafter wetter*
called Obligabons) upon any and at moneys, securities and any and all other property of Company and the proceeds Nosed. now or
hereafter actually or constnxtively held of receives by or in trans', in any manner :o or from Bank, its correspondents or agents from or for
Company, whether for safekeeping. custody, pledge. transressor, coleclon ()Whe ms. coming klo the possession of Bank in any way.
8. In case of conflicting claims or deputes, or doubt on Bank's pan as to the valdily, extent, meditation. revocation or exercise a any of the
aulhorties herein cordoned Bark may. but need not recognize nor give any effect to any notice from any Manager or Member of Cariperw. or
from any other person purporting to canca. restrict or diange any of sad authcarrs. or the exercise thereof, unless Bank is required to do so
by tha judgment. decree a order of a coon hming jurisdclior of the stbjec meter and ci the cartes to such conflicting claims or disputes.
9. Company agrees to be cound by the Terns and Conditions for Business Accounts and SenAces. currency in effect and as emended hereafter.
as well as any signature can& deposit ticket cheol0cok passbook statement ol accourc, receipt hstranert, 00Curnent or other agreements,
such as. but not hated to. funds transfer acyeeneres, delivered or made avalable to Company from Bark and by all notcas posted al the
dice of Bank at "rich the acccum of Company is rneirmined, in each case win to same effect as if each and every tern thereof were set
forth in NI herein and made a pan hereof.
10. &tied to paragraph 10 Oben, a the faegang authorities shat remain in Iul force and effect ft revoked or kited by written notice to
Bank provided zeal such nodal shall not be effective with respect to any revocation or mato:Mon 01 Said authollies until Bank Shia hare had
a reasonable oppcAurity to act thereon are in no event prior to tie receipt or the payment of money or the w,drawal of funds dated on or
prior to the dare of such notice, DA presented :o Bank after receipt of UM notice and Bank is hereby astlorised at all Isms 10 ray upon the
test notice. cestftabon et communication received by 1 as to die persons who from :Ow to tom May be signatories Of Company, a as to their
respedwe specimen agnakees and:or as to any other Company meters, and Bank shall be held hernia% in such reliance.
11 The Managers Members. and Caked of Company, or any one or more of tern are hereby aahcrized to ad for Company n all other Millers
aid transactions relatng to any ails business wth Bank induang. but not tented to. me exectoon and delivery of any agreements or
contracts necessary to effect the lancing Reslutins.
12. Company hereby represents and warrants diet none of the authorities herein contained are contrary to o' inconesten1 witri any other
agreements among Members of Company. or between Company and other panes.
13 Bank is hereby releasec from any liabdity and shall De odemritied aganst any loss. lability or eipense arising from twang this Agreement
le. The SignaturelS) below (Ware the Signalue(s) of the Manager(s), I Company is manager-managed the signetwo(s) of the Membeffs) it
Company is minter-mane?* a the SighalutaS) of the Offa ejs) tt Company s governed by a board of difeLlOft
NOTE: in case the Manager. Mamba, or Officer is authorized Very Utly yours.
to sign by the above provisions, Nis Agreement should be
e_d by a second Manager. Member. of Officer. LSJ, -LC
n ".orno I Conon
6100 Red Hock Quarter B3 St. Thomas
By:
TAM Member
meow, Wawa. 0. ascot Teel
eit
Title: Member manager
(ilregs. this.. ce aluI Tit)
CONFIDENTIAL SD NY_GM_0001 3705
CONFIDENTIAL FirstBankPR000868
EF1'A_00124348
EFTA01269515

04 17'98 11:33 F.1S 611 464 1236 v.5 S. &P. COLS
002 002
CERTIFICATE OF FORMATION
OF
L.S.J., LLC
Sections 18-10 T 1 h e e t u s n e d q e . r o s f ig th ne e d D , d el e a s w ir a in re g C to o f d o e r , m h e a r e li b m y i c te e d rt l i i f a ie b s i l a it s y f c o o ll m ow pa s n : y under Title 6,
1. The name of the limited liability company shall be L.S.J., LLC.
a s W d ta d i t l e r m e o s in s f g D is t e o T l n a h , w e C 2 a C o . r u o e T n r i p h t s y o e C r o a a o f d t r i N d p o r o n e e r w s T a s t r C i o u o a f s n s t t t T h C l e e r o u 1 l m s i 9 m t p 8 C a i 0 t n e e 1 n y d . t . l e T i r a h , b 1 e i 2 l n i 0 t a y 9 m c O e o r m o a f n p i g a t e s n y S re ' t s g r r e i e s e g t t e , i r s i e t n e d r t h a ed g e e o C n f i t f t i y a c t e o s f i u n c h th e
and delivery o 3 f . t h T is h C e e u r n t d if e i r c s a i t g e n o e f d F is o r a m n a a t u io th n o . rized person for purposes of the execution
Formation of L IN .S W J., I T L N L E C S t S hi W s 1 H 7 E th R d E a O y F o , f t A he p r u i n l, d 1 e 9 r 9 si 8 g . n ed has executed this Certificate of
Russell R. Rosler, authorized person
CONFIDENTIAL SDNY_GM_00013706
CONFIDENTIAL FirstBankPR000869
EFTA_00124349
EFTA01269516

12/10/2002 12:43 FAX
al
002
041118/93 15:17 FAX 814 40 1280 V.S.S.&P. COLS WM/085
•
•
L.S.J., LLC
LanitedLiability Company Agreement
THIS LIMITED LIABILITY COMPANY AGREEMENT (this "Agreement"). dated
April 18 1995 by Jeffrey F. Epstein (the "Member");
WITNESSETH:
WIIERBAS, the Member desalts to came to be filed with the Delaware Secretary of State
Certificate of Formation in respect of L.SJ., LLC (the "LLC). a limited liability company to
formed under the laws of the State of Delaware: Hod
WHEREAS. the Member desires to tut= thto this Apoement as in the affairs of the LLC
• ad the conduct of 113 business, and the Member intends that this Agreement constitute the
' limited liability company agreement" of the LLC, within the meaning of that term as defined in
the Delaware Limited Liability Company Act, Delaware Code Title 6, Seaton 18-101, et seq.
the "Act');
NOW TFIBREFORE, it is agreed and stated as follows:
Section 1. gormation: Member The LLC shall be and is formal upon the execution
by Russell lt. Rosier of the Certificate of Formation, substantially in the form, of Exhibit A
attached hereto and made a part hereof (the "Certificate of Formation') and the filing of the
I;attars of Formation with the Delaware Secretary of State. The Member hereby approves
and micas the completion, execution, delivery, recording and filing of the Califon? Of
1 'emotion by Musson R. Resler on behalf of the Member and the LLC The Member shall be the
ole "member" of the LLC, as defined in the Act. Whether under this Agreement, under any
tither grammes or obligation by which the Company and/or the Member may be bound, or
pennant to applicable law, any action or inaction taken or omitted to be taken by or with the
consent of the Member shall bind the Company. The Member may delegate such power and
lethality.
Section 2. lam The tarn of the LLC shall commence with the filing of the
Cartficaut of Formation with the Delaware Scat:tan of State. The Ile shall continue in
Ferpetuity, Imam and until the Member consents in writing to dissolve the LLC. Upon
cissolution the Use shall be wound up and teaninatect as provided in the Act, and the Member
nail have the ands:city to wind up the LLC. No event described in Section 18-304 of the Act
( "mated "Events of Bankruptcy") involving fho Member shall cause the member to cease to be a
t tember of the LW, and the provisions of Section 18401 of the Act (entitled "Dissolution")
s tall not apply to the LLC.
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Section 3. rallaintilla121111212. The Member shall determine the amounts, forms
;aid timing of capital contributions requited of the Member. Initially, the Member shall
Liontribute to the capital of the Company $5,000,000 in cask
Section 4. Tax Matters. So long as the LLC has only one member, the LLC shall be
disregarded as an entity separate fttaa its membia, in accordance with Sections 301.7701-1, -2
and -3 of the regulations promulgated trade the Internal Reventte Code of 1986, as amended, and
Cite provisions of Section 18-503 of the Act (entitled "Allocation of Profits and Losses") shall not
apply to the LLC.
Section 5. iiinnbarioni Distributions of cash or property under circumstances not
involving the liquidation o£ the LLC, if any, shall be within the discretion of the Member as to
mount, farm and frequency, :subjoin to Section 18-607 of the Act (entitled "Limitations on
ISstribution"). Upon the liquidation of the LW, the Member shall have power to liquidate or to
distribtft la kind any and all of the assets of the LLC, and the proceeds of any such liquidation
:hall be applied and distributed in accordance with Section 18-804 of the Act (entitled
nistributirm of Assists").
crrtion 6. General Provisions.
(a) N2.271thaFadv-Seriefietarics. None of the provisions of this Agreement shall be
t =trued as existing for the benefit of any creditor of the LW or as bring enforceable by any
tiny not a signatory hereto. Them shall be no third party beneficiaries of this Agreement
(b) entELAitteonza This Agreement constitutes the entire "limited liability
sampany agreement- of the LLC within the meaning of the Act and contains the entire
v aderstanding. agreement and statement of the Member upon the subject matter of this
Ji.greement and may only be =ended, changed or waived in a writing signed by the Member.
The Member acknowledges that the provisions of the Act shall govern the affairs of the LLC and
t re conduct of its business, except as provided in this Agreement
(c) Provisions Binding This Agreement shall inure to the benefit of and be binding
con the member and the Member's heirs, executors, administrate's, SUCCCUOIS and assigns.
(d) Annlicahle Law. This Agreement shall be interpreted in accordance with the laws
f the State of Delaware
III WITNESS WITIIREOF, the undersigned bas duly ted this Limited
I
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a
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lit
.
y Company Agreement of L.S.J., LLC, effective as of the and year first above
JEFFREY E EPS
-2-
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State ofD elaware
Office of the Secretary of State
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY "L.S.J., LLC" IS DULY FORMED UNDER
THE LAWS OF THE STATE OF DELAWARE AND IS IN GOOD STANDING AND
HAS A LEGAL EXISTENCE SO FAR AS THE RECORDS OF THIS OFFICE SHOW,
AS OF THE TWENTIETH DAY OF APRIL, A.D. 1998.
AND I DO HEREBY FURTHER CERTIFY THAT THE ANNUAL TAXES HAVE
NOT BEEN ASSESSED TO DATE.
Edward 1. Free!, Secretary of State
AUTHENTICATION:
2884117 8300 9034763
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981149044 04-20-98
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