EFTA Document EFTA01269509

Eggi,„„„-1 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 0 1f0 I SI. Thomas, US Virgin islands 00002 Banos Telephone/ Line ot Business: Areal Sales; Properly Status:0 Business Fax* IntensaNteteit• Melding C0mPanY NAICS Code Dale Address N/A Estatnshed: Nbr. of Employees 1998 S 0 Nbr. of Othces/Brancties: 1 7 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 Commie CEP Chucking 0 Gaterrnerl Checeng 0 Corrretc• Cneding IOLA 0 Married OD 0 mambo OD Oktue (8Vil 0 Merged OD DeA 0 Gevernment Staters,* SV 0 Commercial StaternertSV i 0 amulet& Pima* Savags i 0 Corniterciel DIM Stateirent SV I 0 Goitirmiot Passtod Saittojs lIUl ❑Connect& Manua, SV 0 Co1III.Ve of (host U Canmerckel DOA MexineerSV 0 One.: 3. Authorized Signer (Complete the following information for each authorized signer.) Au prized Signer Physical (Home) ties Semi Name: JEfrey Epstein Finanpal Member Address: Personal Moving Address: James IsidMl 6100 Red Hook Quarter B3 St Thomas. US iV n tsiands - St Thomas US Vusdn Sags n Soosl S T • t Response: 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 this Client Intormelon Sheet (SVC) and rode it accurate on Pas date. Tree Capacitor has received and agrees Accounts and Rides and Fees Schedule acrendy in ogled and as may be amended Mc mu type of account and tinder pelotas of petjury. the OW/Miter certifies that (I) The number shoes on his toms is he mood tax identikation b not I ubfiel to butles) valbholdmg either because: (ate has not been noosed by to Internal Revenue Service result el fame to report al Memel or dividends, or (b) that Vie IRS hes noNeci the Now:4 that its no longs. from Lockup willholdng. (3) the Demagog is a U.S. entity. (Crass out subpart 2(a) If It Is not Via II Stetemint en emiciatiam Fenn W4) The Internal Revenue Sank* does not require your earsenl to any provision of In Marmot other backup vvithhoking. . it is revieweo Terms the informabon contained Arilialefet WCornmeecial and (2) thee the 0•Prolor sue*, to Mithokeng es s wenoldng or it a exempt cross out and complete required le mold ia vii. end ifilViC04 it hes sinsetert. number tins, mail* tutted to teckup 3 Is not true. than the Certhicatlon CM* JO 00.009 5 Ilitial Deposit Type: 0 Cash 0 Check • Tranglor 6. Expected Do you intend Do you provide I AlithOriZad SigialUre !altstriftriertitatIMIC•diliar) x 0 Mgi env lAorey Oiled Triwows :',I* Transactions to deposit cheers cheek castling or 4 sr z. . 0 • i - - S r Men tor me meal **Mt Is over $500.000 document source of hods or source weds. !Raw to axle tor insmxtoos) NO No 444'1. fug meine Ae(hed plisse OI ;a , ii /0 Li i (Month.'. with second enclongillio u Ivo 0 remitter services? 0 Yes 0 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 Pe/roll 0 Cholus 0 Account 0 Dad Deposit Mantra Trent, 0 Was Trance 0 POS Cheekalkletwy Crain a ACH Doter Debits: 7. Related Current 0 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 Accounts -, it19 ,a , . L.."...e 'cif: re has Yee 0 No Am-cut! Current 0 We 0 No Account a raptor amounts.) Accoml Tde. Account The: LSJ . Lit Wgn /Sob a a draw of rnrsaiane 1 , ••••C ft0T , FAA'. SDNY GM 00013699 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: New York i Demon Ot. USA some Der hal/lasill; one Number. nem F ax Sinister, Nonce Number. Ems Address: Teen n Cac..paha, 25 oa oentecalon Type 8 Nu 0 OFAC NEXSYSTEMS called g Yes No explain wry: LA..., SSN Response: Year: /Q7 2. Stale: tni ID Response: 4."11-1:- i 4- g--, ®PLC .e7 REFERENCE requested 0 yes grin. espial Why) Response: --A1-4 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 0 8odsl e. rOn»«ei Place a adh New York Caren 02 USA g0 rem BUSiners Fen Matt: Motile Number I Ems Address: .... res Yogis in Oxteekei 20 t" 20FAC 95 8 Fava. r...4.1 SSN RespOnee: Year. /114' Salt 4, 9 ID Response; el, ft ay/Carer( Eitc Ova( REFERENCE requested 0 Yes 0%. Mosel%WV: Response: --r—a 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: NY Cifinfl Ot USA 31 ir * 'a a Buena*. Fax NuMber. Metes NLICIbilf: era, Meets: .e." . ....-.- ......." Tan -n in 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 135-0. 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 Kansas Coy Chan at: USA Hoes Telestrsne Number. Telephone Renew eueness Par Number Mute* Adobes. Errs Address: menses "-- I rem 0 ',Orlon 40 (}OFAC es - , J ..- a- _r_ .0. Response: Year /in State: C/K• ID .../ SSN i LC D -BANK REFERENCE requested U Yes Belo. actin why. 4 1 4 Response: 9. Management Fa. spies of 5 Saute Review re H d esoarore(s) cards rewired r nsinarn* A42 0 Q Account OpeNria 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 o Merchant Card Services D Credt Card on F i D E 0 e-rustBank (Internee 0 Cash Ma-overlent ktiirict SDNY_GM_000137C CONFIDENTIAL - 0 EFTA _00124313 EFTA01269510 FirstBank Virgin Islands —Signature Card Account type: LSJ, LLC Cfia-r.44-41 Atcx- Account number. Sign. Rea i CA, Date: Oint,-ate (0 pamS 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 9witiVeca.a di i "110.49 X^ Prepared by: Authorized by:a/ 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 of Firs: Bancorp (NYSE :f8P) CONFIDENTIAL SDNY_GM_00013701 CONFIDENTIAL FirstBankPR000864 EFTA_OOI 2,B4 EFTA01269511 FirstBank Virgin Islands - Signature Card Account type: LSJ, LLC Ora .. C19(4,0 key" min Sign. Req. I dr. Date: 0 /34.4.O ay 2-210) Home: Address: 6100 Red Hook Quartet 63 St. Thomas We& 3407752525 Name: JEANNE BRENNAN WIEBRACHT Q4~84 #64mings. A IIMI II) Type: No: Name: .4, NagiWE RSEDING SSN: ID Type: No: Name: :tact (I. C./ sey.t.4.- Date /(/070? mime Aged SSN: ID Type: 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') CONFIDENTIAL SONY_GM_000 13702 CONFIDENTIAL FirstBankPRO00865 EFTA ({)124345 EFTA01269512 CERTIFICATION OF BENEFICIAL OWNER(S) The information contained in this Certification is sought pursuant to Section 1020.230 of Title 31 of the United States Code of Federal 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 additional individuals 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 Jeffrey 6. Last Name Epstein 7. MJ. E 8. Date of Birth 01/20/1953 9. Address 6100 Red Hook Quarter B3 10. City St. Thomas 11. State USVI 12. ZIP/Postal Code 00802 13. Country USA 14. SSN (U.S. Persons/Non-U.S. Persons) 15. Identification Number (SW Passport Number or atiernmlar identification number) 54538864 15a. State of Issuance: USA 15b. Country of Issuance: USA 18. Ownership % 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 Jeffrey 18. Last Name Epstein 19. M.I. E 20. Date of Birth 01/20/1953 21. Address 6100 Red Hook Quarter B3 22. City St. Thomas 23. State USVI 24. ZIP/Postal Code 00802 25. Country USA 26. SSN SSN (U.S. Persons/Non-U.S. Persons) 27. Identification (SSN, Passport Number or Wier simiar identercaben number) 54538864 27a. State of Issuance: USA 27b. Country of Issuance: USA NOTE In lieu of t s 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 NNNG-tei&OlUt CONFIDENTIAL IMODISITIn CONFIDENTIAL FirstBankPR000866 EFTA_00124346 EFTA01269513 'First Bank Virgin Isla ni s 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 is composed of to tdowsig Members: Jeffrey Epstein. Merrtw Limited Liability Company Letter and Security Agreement Delaware iSrate Dale g,30.2CC9 and to falldthing Manager a Clicerg Jeffrey Epstein, Member managed (Into* Name d Ilamorr a fyI of TIlefs)01011/4440 Law. 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. CONFIDENTIAL CONFIDENTIAL FirstBankPR000867 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 GO NY_GM_000 13704 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 Off aejs) 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_000 13705 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 The undersigned, desiring to form a limited liability company under Title 6, Sections 18-101 et seq. of the Delaware Code, hereby certifies as follows: 1. The name of the limited liability company shall be L.S.J., LLC. 2. The address of the limited liability company's registered office in the state of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle 19801. The name of its registered agent at such address is The Corporation Trust Company. 3. The undersigned is an authorized person for purposes of the execution and delivery of this Certificate of Formation. IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of L.SJ., LLC this 17th day of April, 1998. Russell R. Rosler, authorized person CONFIDENTIAL SDNY_GM_00013706 FirstBankPR000869 CONFIDENTIAL EFTA_00124349 EFTA01269516 12/10/2002 12:43 FAX 041118/93 15:17 FAX 814 40 1280 • • al 002 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. CONFIDENTIAL SDNY_GM_000 13707 CONFIDENTIAL FirstBankPR000870 EFTA_00 124350 EFTA01269517 12/19/2002 12:43 FAX *ekes WWWW ant nu. ea ac--- mall • V.S.S.DF. COLS 00 03 F9004/005 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 I lability Company Agreement of L.S.J., LLC, effective as of the v num. JEFFREY E EPS -2- SDNY_GM000 13708 CONFIDENTIAL ted this Limited and year first above CONFIDENTIAL FirstBankPR000871 EF1'A_0012435 I EFTA01269518 PAGE 1 State of Delaware 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. 2884117 8300 981149044 CONFIDENTIAL Edward 1. Free!, Secretary of State AUTHENTICATION: CONFIDENTIAT-E 9034763 SDNY_GM_000 13709 04-20-98 FirstBankPR000872 EFTA 00124352 EFTA01269519