EFTA01120392.pdf

• SCHULTE ROTH & ZABEL LLP 919 Third Avenue 2007 MR 27 P(112 9tw Thrici NY 1°622 WWII).STZ. com FACSIMILE PLEASE DISTRIBUTE TO ALL LISTED PERSONS To Company Fax No. Confirmation No. Darren K. Indyke, Esq. New York Strategy Group. LLC FROM: Marc E. Elovitz DATE: March 27.2007 DIRECT DIAL: Number of Pages: 3 Number of Cover Sheets: 1 (Including Cover Page) FILE No.: 017962/0104 Additional Message: 10385709.1 THE INFORMATION CONTAINED IN THIS MESSAGE IS MENDED ONLY FOR THE USE OF THE INDIVIDUAL OR ENTITY NAMED ABOVE. if THE READER OF THIS MESSAGE IS NOT THE INTENDED RECIPIENT. YOU ARE HEREBY NOTIFIED THAT ANY DISSEMINATION. DISTRIBUTION OR COPYING OF THIS COMMUNICATION IS STRICTLY PROHIBITED. IF YOU HAVE RECEIVED THIS COMMUNICATION IN ERROR. PIP ACE IMMEDIATELY NOTIFY US BY TF-LEPHONE. AND RETURN rue ORIGINAL MESSAGE TO US AT THE ABOVE ADDRESS VIA THE U.S. POSTAL SER vice. THANK YOU. For incomplete transmission please call JE002625 EFTA01120392  • SCHULTE ROTH & ZABEL LLP• 919 Third Avenue New York, NY 10022 4 WWI17.87Z.COM Marc E. Elovitz March 27, 20C1/ Darren K. Indyke, Esq. New York Strategy Group, LLC 457 Madison Avenue New York, New York 10022 Re: Jeepers, Inc. Redemption Request Dear Mr. Indyke: I write in response to the letter dated February 14, 2007 from your client, Jeffrey Epstein, to Daniel Zwirn regarding Jeepers, Inc.'s ("Jeepers") request for withdrawal of its capital account with D-B. Zwirn Special Opportunities Fund, L.P. (the "Fund"). As you are aware, Jeepers' withdrawal rights are governed by Article IX of the Second Amended and Restated Agreement of Limited Partnership, dated as of May 27, 2005 (the "Limited Partnership Agreement") and the January 11, 2005 letter agreement (the "2005 Letter Agreement") between D.B. Zwirn Partners, LLC and Financial Trust, which later assigned its limited partnership interest to Jeepers. Section 9.1 of the Limited Partnership Agreement governs complete withdrawals of investors' capital accounts and the 2005 Letter Agreement permitted Financial Trust to withdrawal under Section 9.1 as of March 31, 2007 (and as of the second anniversary of that date thereafter) on 120 days prior written notice. Because the February 14, 2007 Letter seeking complete withdrawal was not provided 120 days prior to March 31, 2007, it did not constitute valid notice. Mr. Epstein previously sought withdrawal of a portion of his interest in the Fund by letter dated November 13, 2006. That letter did not constitute valid notice, because Mr. Epstein had no right at that time to partial withdrawal from the Fund. The 2005 Letter Agreement did not provide Mr. Epstein with any such right as of March 31. 2007, because partial withdrawals are governed by Section 9.2 of the Limited Partnership Agreement, which was not covered by the 2005 Letter Agreement Going forward, with the proper notice, Jeepers may withdraw from the Fund on the following schedule: (1) on June 30, 2008, Jeepers' April 1, 2002, investment may be redeemed; (2) on September 30, 2008, Jeepers September I. 2002, investment may be redeemed; (3) on December 31, 2008, Jeepers' December I, 2002 investment may be redeemed; (4) on JE002626 EFTA01120393  Darren K. Indyke, Esq. March 27, 2007 Page 2 March 31, 2009, Jeepers' January 1, 2005, investment may be redeemed; and (5) 2009, Jeepers' June I, 2003, investment may on June 30, be redeemed. Even if Jeepers was entitled complete withdrawal of its entire capital acco to unt on the two- year anniversary of its Janu 2005, investment, Jeepers would not be ary 1, entitled to complete withdrawal until March 31, 2009. In his February Letter, Mr. Epstein also suggests that he is entitled to withdrawal of Jeepers. capital account by alluding to disa greements with respect to the 2005 Letter Agreement and as to year end values of Jeep ers' capital account. In addition, I underst you indicated to an attorney for the Fund that Mr. and that Epstein is entitled to withdrawal of capital account based on conversations betw Jeep ers' een Mr. Epstein and Dan Zwirn. While we happy to review with you the relevant agreeme are nts and the Jeepers' account details, there is basis for withdrawal of Jeepers' capita! account. no Please call me if you would like to discuss this matter or if you have any questions. Until we resolve the matter, please dire ct all communications through me or partner Harry Davis as counsel to the Fund. my Sincerely, 144-44-ve-Any - Marc E Elovitz JE002627 EFTA01120394