EFTA00772432.pdf

From: ' > To: "'Jeffrey Epstein"' <jeeyacation@gmail.com> Subject: RE: Jeepers/Zwim Settlement Agreement Date: Wed, 01 Jul 2009 00:07:46 +0000 I left a message earlier today at the science foundation. I'm reachable at the ranch ( )...or they can find me through the office tomorrow. g From: Jeffrey Epstein [mailto:jeevacation@gmall.com] Sent: Tuesda June 30, 2009 11:41 AM To: Subject: Fwd: Jeepers/Zwim Settlement Agreement call me when you get a chance Forwarded messa e From: Darren Indyke Date: Tue, Jun 30, 2009 at 1:04 PM Subject: Fwd: Jeepers/Zwim Settlement Agreement To: Jeffrey Epstein <jeevacation@gmail.com> Begin forwarded message: From: "Eric Leon" < Date: June 30. 2009 12:49:57 PM EDT To: "Darren K. Indyke" < Subject: Fw: Jeepers/Zwirn Settlement Agreement See below. From: "Glickman, Alan" t Sent: 06f30f2009 12:46 PM AST To: Eric Leon; Jay Lefkowitz Cc: David Flugman; "Kasper, Gregory" Subject: RE: Jeepers/Zwim Settlement Agreement EFTA00772432 Eric and Jay - Hope all is well on your end too. If your email is suggesting that there is an affirmative obligation on my client's part to make any payment by a particular date, I expect that was unintentional. You both know that there was no commitment to do so. There is no such obligation in the settlement. What your client got, after extensive negotiation, was two windows to terminate the agreement if payments were not made by particular dates. No representation was made that the payments would be made by those dates, much less was any covenant given, and the agreement expressly says that there are no representations other than those that are reflected in the agreement. Your client got these two "outs" specifically because our side would not, and could not, make any representation or commitment as to a payment date. The outs are how we resolved that impasse, and you both are well aware of it not only from the language of the agreement but from our lengthy negotiations. The only commitment made with respect to the timing of the payments was that "Jeepers shall receive the Jeepers Withdrawn Investments at the time and on the same terms that the Fund makes withdrawal payments to the Fund's limited partners who made valid withdrawal requests as of December 31, 2007". (Paragraph 3) No such payments have been made to any other limiteds as far as I'm aware. What's more, the agreement specifically states that "It is understood that the December 31, 2007 Withdrawals are to be paid once sufficient moneys are available to the Fund as a result of an orderly liquidation to be conducted by the fund, and once the debts of the Fund have been paid". (Paragraph 3). This has not occurred as yet. My client has received inquiries from Mr. Indyke regarding timing of payment, and we have been conferring with the client to see what, if anything, can be said on that score at this point. We'll be back to you later today on that. - Alan From: Eric Leon [mailto: Sent: Monday, June 29, 2009 7:25 PM To: Kasper, Gregory; Glickman, Alan Cc: Jay Lefkowitz; David Flugman Subject: Jeepers/Zwim Settlement Agreement Greg/Alan: Hope all is well. I am writing to remind you that under the terms of the Settlement Agreement between Zwirn and Jeepers, the deadline for Zwirn to pay Jeepers one-third of the Withdrawn Investments (roughly $15 million) is tomorrow, June 30, 2009. To date, we have not received any payments under the Settlement Agreement, nor have we received any indication that Zwirn intends to make the agreed-upon payment. Please let us know whether Zwirn intends to comply with its obligations under the Settlement Agreement. As you know, if Zwirn fails to make the requisite payment, Jeepers has a number of options available to it, including the option to declare the Settlement Agreement null and void. Of course, it is our hope that Zwirn will comply with the Settlement Agreement so that we do not need to explore any of these options. Nevertheless, in the event Zwirn fails to make the payment by tomorrow, we expressly reserve all rights. Best, Eric The information contained in this communication is confidential, may be attorney-client privileged, may constitute inside information, and is intended only for the use of the addressee. It is the property of Kirkland s Ellis LLP or Kirkland s Ellis International LLP. EFTA00772433 Unauthorized use, disclosure or copying of this communication or any part thereof is strictly prohibited and may be unlawful. If you have received this communication in error, please notify us immediately by return e-mail or by e-mail to postmaster@kirkland.com, and destroy this communication and all copies thereof, including all attachments. U.S. Treasury Circular 230 Notice: Any U.S. federal tax advice included in this communication was not intended or written to be used, and cannot be used, for the purpose of avoiding U.S. federal tax penalties. NOTICE This e-mail message is intended only for the named recipient(s) above. It may contain confidential information that is privileged or that constitutes attorney work product. If you are not the intended recipient, you are hereby notified that any dissemination, distribution or copying of this e-mail and any attachment(s) is strictly prohibited. If you have received this e-mail in error, please immediately notify the sender by replying to this e-mail and delete the message and any attachment(s) from your system. Thank you. The information contained in this communication is confidential, may be attorney-client privileged, may constitute inside information, and is intended only for the use of the addressee. It is the property of Kirkland & Ellis LLP or Kirkland & Ellis International LLP. Unauthorized use, disclosure or copying of this communication or any part thereof is strictly prohibited and may be unlawful. If you have received this communication in error, please notify us immediately by return e-mail or by e-mail to postmaster@kirkland.com, and destroy this communication and all copies thereof, including all attachments. EFTA00772434 This e-mail message is intended only for the named recipient(s) above. It may contain confidential information. If you are not the intended recipient you are hereby notified that any dissemination, distribution or copying of this e-mail and any attachment(s) is strictly prohibited. If you have received this e-mail in error, please immediately notify the sender by replying to this e-mail and delete the message and any attachment(s) from your system. Thank you. EFTA00772435