EPSTEIN
page 3 / 365 . OCR, unverified
to any provision of this Agreement.
(b)
The fair market value of property distributed to the members by the
Company (net of liabilities seemed by such distributed property that such- members
are considered to assume or take subject to under Code Section 752).
(c)
Allocations to the mei-abets of Losses.
(d)
Allocations to the members of deductions, expenses, Nonrecourse
Deductions and net losses allocated to it pursuant to this Agreement, and the
members' share of Company expenditures which arc neither deductible nor properly
chargeable to Capital Accounts under Code Section 705(a)(2)(B) or are treated as
such
expenditures
under Treasury
Regulation
Section 1.704-1(b)(2)(iv)(i).
"Nonrecourse Deductions" shall have the meaning set forth in Treasury Regulation
Section 1.704.2.
(e)
The amount of any liabilities of the members that are assumed by the
Company.
SECTION IV
ALLOCATIONS AND DISTRIBUTIONS.
A. Allocations. For purposes of maintaining the Sole Member's Capital Account, all of the
Company's net profits, net losses, expenses and other items of income, gain, loss, and credit shall be
allocated to the Sole Member. All items of Company taxable income, gain, loss, deduction, and
credit recognized or allowable for Federal income tax purposes shall be allocated and credited or
charged to the Sole Member.
B. 12jstributions. Net cash flow shall be distributed in the following priority,
1. First, to the Sole Member in repayment of any advance of funds to the Company
as a lender, to the extent of and in proportion to such advances, including interest thereon, if
any;
2. Additional distributions; if any will be made to the Sole Member, in such
amounts and at such times as determined by the Sole Member.
CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e)
DB-SDNY-0052760
CONFIDENTIAL
SDNY_GM_00 198944
EFTA01362975
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C. Distribution upon Liquidation-0111e Conmanv.
1.
At the termination. of the Company and after the Company has satisfied or
provided for the satisfaction of all the Company's debts and other obligations, the
Company's assets will be distributed in tash to the. Sole Member and any dissociated
members whose interests have not been previously redeemed first,, in discharge of their
respective capital interests; and then, hipropottion. to the Membership. Units.
2. If the Company lucks sufficient assets to make the distributions described in the
foregoing paragraph, the Company. will make distribUtions in proportion to thram0unt of
the respective capital interest of the Sole Menther and any dissociated members whose
interests have not been previously redeemed.
SECTION V
MANAGEMENT OF BUSINESS
A. In general.. The Company shall be manager-managed. Jeffrey. Epstein shall be the
initial manager of the Company.. The manager shall manage the business and affairs of the
Company and shill have full and complete authority, power and discretion to do all things
necessary or convenient to manage, control and. Carry Out the business, affairs and properties of
the Company, to make all decisions regarding those matters and to perform any and all ptheracts
or activities customary or incident tote management:of the Company's business:
B. Voting cif Membership Units. A Membership Unit is entitled to be voted only if it is
owned by a'motriber and each such MeMbership 1.1nit Snail be entitled to onnote. Neither an
assignee nor a transferee may vote a Membership Unit unless- such assignee or transferee is
admitted as a member.
SECEION Vi
JOICULPATION OF LIABILITY: INDEMNIVICArtION
A. Exculpation ofliahilitv. Unless otherwise provided by law or expressly assumed, the.
Sole Member shall not he personally liable (Or the acts, debts of liabilities of the Company.
B. Indemnification
1. Except as otherwise provided in this Section, the ,Company shall indemnify the
manager-of the Company and may indemnify any employee or agent of the Company who
was. or is a party or is threatened to be made a party to a threatened, pending or completed
action, suit or proceeding, whether civil,. criminal, administrative., or investigative, and
whether ,formal or informal, other than an action by or in the right of the Company, by
reason of the fact that such perabn is or was ti member, employee or agent of the Company
against expenses (including attorneys! fees), judgments, penalties, fines and amounts.paid is
settlement actually and reasonably incurred by such person in connection' with the action;
suit or proceeding, if the person acted In good faiths with the care an ordinarily prudent
CONFIDENTIAL - PURSUANT TO FED. R. GRIM. P. 6(e)
DB-SDNY-0052761
CONFIDENTIAL
SDNY_GM_00198945
EFTA01362976
--- SOURCE: IMAGES__0031__EFTA01362977.txt ---
METADATA_SOURCE: IMAGES0031
METADATA_FILENAME: EFTA01362977.pdf
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