Attachments: December_16,_2013_Agreement_Among_JEE,_STC_and_MZ.doc
575 Lexington Avenue, 4th Floor
New York, New York 10022
Telephone:
Telecopier:
Mobile:
email:
***************************************************************************
********
***********
The information contained in this communication is confidential, may be attorney-client
privileged, and is intended only for the use of the addressee. It is the property of
Darren K. Indyke, PLLC. 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, and destroy this
communication and all copies thereof, including all attachments.
Copyright of Darren K. Indyke, PLLC - © 2011 Darren K.
Indyke, PLLC —All rights reserved.
Begin forwarded message:
New draft of Mort Agreement is attached incorporating your instructions from this morning's call. In addition,
please note the following:
I.
The description of the proprietary services to be provided is as follows:
"Southern Trust Company, Inc., a Virgin Islands corporation ("STC"), has agreed to collaborate with you,
Mortimer B. Zuckerman ("Mr. Zuckerman"), using STC's database of financial information, regarding estate
planning matters in respect of Mr. Zuckerman's assets and estate ("Estate Planning") and in connection
therewith, using that financial database, will provide proprietary services to Mr. Zuckerman consisting of
analyzing, evaluating, planning and structuring large discrete issues relating to Mr. Zuckerman's financial
estate ("Proprietary Services")."
EFTA00377699
It goes on to state in Section 1 of the agreement:
"STC, using its database, shall provide to Mr. Zuckerman Proprietary Services deemed appropriate by STC and
Mr. Zuckerman ..."
2.
The Agreement in the form of a letter form you at STC is dated December 16, 2013 and provides for a
term ending on October 15, 2014. See Section 1
3.
Section 2 provides for a fee of $21MM, with $15MM to be paid by no later than 12//31/13 and $6MM to
be paid by no later than 2/28/14.
4.
In Section 2 of the last draft I sent you, we sent included a provision that stated that Mort's estate would be
liable to you even if Mort died during the term - Section 2(c). We also included a provision that stated that if
you died at any time during the term, then any amounts paid previously get refunded, no further amounts are
due and STC has no further obligation - Section 2(d). Are both of these provisions ok?
5.
In the last draft, Section 3 thereof containing Kovel provisions, you told me to indicate that Paul Weiss
was serving as Legal Counsel for Mort. That same firm also is supposed to receive copies of notices under
Section 7 of the last draft. Shall this stay the same in this draft?
6.
In the Investment Advisor disclaimer provisions set forth in Section 6 of the last draft, you asked me to
specifically indicate that Jamie and Eric Gertler were serving in the role of investment advisors. Does that stay
the same in this draft?
7.
In Section 7, where it provides an email address for notices or other communications to STC sent by
email, I have included your email address:
[email protected]. I did not include my email address
because under Section 7 a courtesy copy of any notices to STC is also to be separately sent to me, including at
my email address. See Section 7. Is it ok to use your jeevacation®gmail address?
Please review the foregoing and the attached draft any let me know if you require any changes. Thanks.
575 Lexington Avenue, 4th Floor
New York, New York 10022
Telephone:
Telecopier:
Mobile:
email:
**********************************************************************************************
The information contained in this communication is confidential, may be attorney-client
privileged, and is intended only for the use of the addressee. It is the property of
Darren K. Indyke, PLLC. 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, and destroy this
communication and all copies thereof, including all attachments.
Copyright of Darren K. Indyke, PLLC - © 2011 Darren K.
EFTA00377700
Indyke, PLLC —All rights reserved.
* * * ilk* * * ilk * * ilk * * * ilk * * it* * ** it* * * it* * ** ilk * * it* * * irk *******
it* ********
*4 *******************************
EFTA00377701