First Bank Checklist for Special Partnership Account
(For profit and not-for—profit)
Totieher we be one
Branch (Cumber 717 Account Number: lila I oc VI 5
Initials andReviet:e4
Donau Action Comments
IMLIT ore. Olt
Bads docestests for ALL ore ofaccosatt '
Customer Due Diligence Commercial/Entities
NNNS4307
Customer Due Diligence Edfillviggsilingtign
NNNS-l306
I
I
Account Me
Account file
Complete for business agity.
One per each signer
it- 4
124...--
Account Referral Shea Only whem the client is not
NINNS•1212. I Account file
present NA
Observation at Place of Business (OPEO
NalMjggfi I Account file
ratnaship Bylaws or Articles of Incorporation E Account file Copy
14:
11 4
Pannenhip. LLC, LIP Security Averment
NN-NS-2 let-04M or NNNS-2199-0,101 I ACCOUDI tilt
bitiNS-2200-0807 or NELNS-2201-0$001
ID Vedlleadon Results Summary (ID CHECK @
OFAC) or evidence of the verification used in I Account file One per entity and one per
contingency. each signet if
applicable NIP /
One pa entity and one pie
CHEXSYSTEM Repel Result I Accent file
each signer, if applicable NIA
rt
Business Name
rlift ARillava- /OW Photocopy of original
E Amami Me
Oti fat document
4
/ V ){.
Applies to candidates for
Territorial EICCOOR COMMiSSiOn Certification e Account file government elective
positions. Ptitiocopy of Pmt IA f
4
original document
Cardholder one
Signature cards M alphabetical and OM Digitalize fix checking
flnumerical accounts
O 4 ----
Derma ACC011at Agreement
PINNS•2092•050BR USVI P Provide Co client
NM:S-23774 104 BVI I )3'-'--- 1
AdAHHoid documents for CHECKING ACCOUNTS
Rates and Fees Schedule Discloswe
liNNS•209I •I DC6R liSVI I Provide to client
WPINS•2924 206 BVI r 4
Additional document for CERTIFICATES OF DEPOSIT
Centime ofDeposit Aran= One for flk and one
M
747414S-095$ Rig eine'
Only if Mae inis a special
Evidence ofNegotiated Interest Rate, if applicable
I Account Me
quote kill; _A) in
tepid Pa Paschen M Mosaic I^ Strata E.• Easanal tii Spann a English
NNNS.2S79-061IR
SONY_GM_00013253
CONFIDENTIAL
CONFIDENTIAL FirstBankPR000416
EFTA_00123896
EFTA01269100
Document Checklist for Business Accounts File
lig
NONOttalt Noto: gease refer le me ACCOUrof Opening Procedures lac SpeCik Wormed° on me verb's roes of documents mewed a
scowl! Oceeng
Accunt 1T-.....eleAS World Air 4 C. Account Member • ;
-- I --
Inge CAN —
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er 0
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Caned Pew Clercatcn NON 1333 (0116111.20101 III
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Disclosures that must Enka to dent
Raw ladles Scted .....--
Acccure. Apverterr i..--•
FC1C IMal Tout 3.00.11litchtue NSA grin 1.-••••
*Mg of Nelsen INamass trstiosul
--....----
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Basande ixerse (wort)
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Altgo, g• 1.-coprom (stomped by IN Me Et* Later Geeenroturem arts hone of
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Coran Ragoi.ten (YenCow,* SAO
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twin tintype. *cc trawls)
Pretty Lett and Scurry Wont
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Certfteli cltrade Nam (II agglabgel
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Parunrslip Coin Trot a, a Pagrerlf Eck**)
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SDNY_GM_00013254
CONFIDENTIAL
CONFIDENTIAL FerstBankPRO00417
EFTA_00123897
EFTA01269101
BuonareVTra Lanes (Cum*
Opining Osrwasal
Anent °Kramer) of Willa* of Icenko frcnialw**n -4 yea PaC is
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antoallobay UMW, ColaclaitlVertoial, a atintsrairagtrirraatet)
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Gotta of vossoralOn acetate., orawalicatcs Of a tht bona ossanare
Wks a karaCcalcn Istrnata ay V* Cake alto to Offilffa)
acektisTa acensetertv
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SONY_GM_00013255
CONFIDENTIAL
CONFIDENTIALFirM.
EFTA_00123898
EFTA01269102
Poleacnelakciedal Oat
. layttg taken. tutees Web sip aid Mee!arta mita
WaMottlAhnfleteshoeles.OWMAetket
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SDNY_GM_00013256
CONFIDENTIAL
CONFIDENTIAL
FerStBSnkPR000419
EFTA_00 I 23899
EFTA01269103
1 First Bank Observations at Place of Business -
General Form
• New Account Visit 0 Annual Visit
1. Account sue: 2. Account NuMbeilS):
THOMAS WORLD AIR LLC 7178'35695
Visitletemiseen
3. Date: 3111/2016. 4. Time: 3:00 PM 5. Time Spent: 30 MINS 6. VWR Contact Rome:
7. Type of Balite..
70, Indicate if KS • home based business: O The Na
78. O Auto Pall Store ❑ Ditigstinie O Lbw Stow
O Auto Repair Sere O nest Snap O assaults
O CANT. ❑ CireoCery Stow O Skean
O Clothing More O Hardwire Store O Other.
❑ Distributors O hoWiltay Store
COMO* WINDeekerifon
Vint POP AMMO VIM
0. Deoefic im Ownership: Ina to f the benefoal owner sa, c+Pabon char,' sine the ICC*" Otiened Yes No O WA
&I/ Meow occurred AV omit* binMY/401355 Bilneodo) Curlers/1d Enhanced Do* DiOdoon Form
MUIIIIIMOIVERMOORM011
9. Address of visited location. 10. LOC•1100 WPC
8203 UNDBERG BAY STE 3 0 PrIMIN9 Otte
ST THOMAS. VI 00802
O MiCondsry Limelon Sancti OfcenVarshouseisic.)
11. Type of space of visited looalion. Cannel 0 Rented O Pother, demote .. _____ ____. .._ ..
12. Estimated squire footsgelsose• occupied of vislIsd location. 900 SO FT
13. Dom the business have ether Octant O Vol 0 NO if Yea. blab the Minter of es other 'Mir ....
List the physical addresses of the 106.14444: If mare MtMsfibbxaellein•semma siiichmerA.
a 0.
b cf.
14. Indicate drys end hours of business operations of this loceboe.
It tante the number of total employees of an locations if more than one.
It How many employees do you tee on atomises on this Italic& 0
17. ilniantse 01employees or, premises is not the tens is ow total number of employees, mown.
WA
111. Desalts the business operation. including products and tanked offer.
WA
19. Inventory Visas? O Yes 0 No WY's. describe Inventory/ars he brewery 'nenbe beadLinvier0
20. Describe ousoornor waffle or mothity observed pvisit
WA
21. Oesalbe the Own (3) main business suppliers.
Suppliers Name SI oppficeble suPP PaYrnems.
.
Ith O chain O Caeca Card
ACM O Wire Tender O Money Order/ Deus Chen
-
C.
22. Describe theta,* (3) main business oustoma bass
. Cutter Illas• Home ail firmamsbte cosIoneens payments.
I dn ic
: " O Checks O Croat:ad 1:1 POS/DobWard
_ Q ACH O 1%1MYfalI Wet O Mann Order f DORM Clack
0. O :f other. swats _______ ___ ._._.
NN/1£1415.MIS Pam fen
SO NY_GM_00013257
CONFIDENTIAL
CONFIDENTIAL,.
EFTA 00123900
EFTA01269104
23. Does the bunts sales electronic lorry or any other type of LOONY?
0 Yr El No
If Yes estate Me monthry tales scars
i
i 24. Does the customer have art account for electronic lottery purposes? 0 Yoe El No (ThebeigutM Orbs stn aCOMTUNWIWAtose2
i if Yes. Nitta balk name and *cowl nienter
. .._._—_........._
26. Don the business saws money ordain? O Yr a No
I' Yes indicate the Scene number . ._ . --....
a ...
DoOS the business sales gel:0d end O Yea 0 No
I' Yes More the mouthy salts redone
27. Does the buskers have game machines? O Yee 0 No
If Yes moms% howmany end the monthly awn voune
—.--- — ---
AarriltliNISCI
28. Dove the busineell have ATM in thla Salton? O Yes 0 No — If No, Conerfe euerin nuntorth
If Yes. wsrsele Isms many.
L29. Is the ATM administrated by the business? O Yee if Yes, O 0~ O Rented
C No NAM- O Bent mosey O Thad Party
Mime _ Monthly Rant__ _.
II the ATM; is admins ?Imo -r!. "" ' r ' s'
"P't'ic un? "
"'
30. Dom the Sutphin' have an account for ATM purposes? (3 yes O No Or no. die AS morn opening anmeter for dispropott)
If Yr. indmate Wet mine ar account number.
• 31. Doerr trier* have ATM In other kations? O Yr O No Of no. Donor* weer number 32/
If Yes. how many?: And iist the period error alb Sakes. haws than all (43 Etched Woolwich
c.
b. d.
I
32. Old the holstein previously providethe nets.* end rent egreanwrits? O Yes O No flfno, coops queerna 13 to 36)
3d Provide: O contest with Neter aerator O invoice or seems* for Mrs washers purchased
O goers Enrols O honored gems (ROW* Areas)
34 How the busmen supplies cat, to the ATM?
U 0ther I Ma Sob'
35. Provide to following information per machine fettorh list if moo).
ATM
Maximum Fees
ATM
Itaxleseen Fees
Wiusavnsi per Nb. WitOMNI Pet
CORSON,/
Capacity Amount Transaction Amara Trinseellen
0
t
7
4 _ 8 —..—.......
Indicate In deny. wieldy and monthly total amount for to Slowing information:
Dry Weekly Mont*
Cash Dispensed? —
Now much * the profit?
Cash Filler
31. Don the business have claims promos? O Y ❑Mo ft Yea proWdes copy of ten ofOnanonta
If the answer of the question number 31N NO. terepisteree Sall.
31. Don the brims rents ATM machines? O Yes O No it Yea. Inolutaa how many mix used _ ____ ___
ID Prow:Macon of the contract wa the names end Eltirmarm ef renters red row much are the profits pw munr.
O Copy of the agreement per each masted rented or purChend
ACCOUNT ACFPAIY
311. Drat° the business antldpsted verso( awning, Isar/ and neasre of account activity. if any:
NIA
Now: infonnacon paord at account opetwip trearrade n tie Custom*, Dv* Damn" Form nrCo
' 39. Deposits an made In several branches? 2i Yee O No If Yes oblate IraP hearse/ Pro Marla bettor's
RED HOOK BRANCH
FIRST BANK PLAZA
Pap 2 ore
rerstsoStots
13258
SDNY_GM_000
CONFIDENTIAL
CONFIDENTIAL FerstBankPR000421
EFTA_0O123901
EFTA01269105
el). Other relevant obsernticus or IfiroMlaBow (00dMI yid... few Mantra
Nefemersts em awn. vet, Me source use overume roe
trensecitons. conduct Wenn* checks)
I WA
41. Speedy the customer's Ornery trade area and describe the proximity of the business primary trade area In Matron to
the trench when the
account is denlent
NI/A
NOTE fry dkareadacetceleOnsrersiceticatr.. OusectratMeselPetarterfrernmentnponenoccostinF4jacintalemr-foraryfrEtwet OW
cpregri, detail'mugteckst•IsintaittepoingIi. =art strettscli watorweatenebnaten meinstruenne verde
A Sales Account Section
42 Describe total sales of the tustneell
Don the Business have, peak season? O Vse 0 No If Yes, POroost sections (*)end(D) if No. MW out or* ascflon(0.
ral Regular *son (0) Peak Season
I IMiop PM*. lab* Pent
AnconaNana of UN:neon easy I AntotWele Nuns of Caterea Ina Cer
S Ann. Strew °atria Sheep, See fa Cunt, {
585,03.CIIISMO5 1 S o.00: 3 lialiasstige Sales S OM
*Somas Opening Can in a Writ eats Emig Oat's n altar
Atespliksely Sere tar Riegle Meat $ 0.00I keep litailiblyalie for Pee Eason $ 0.00
Male MNeb Raster Fees* MR Rama Few/ I Pay Ole Web/ Senorita (.e. ATM Ran oat.)
inTOM SWAY SAMOS INCOME I .-. Q (ta TOM MOWRY SAL01CS MCCUE S 0.00
5. Oilmen Section - APPRCable for Annual Visit
43. morn In. total averse monthly deposit amount it
DEPOSIT WRING 111e VISIT CURRENT COFFERENCE
1: Cash — -
3 Chins _ %Credo _ _ ____
Medical* %Canton
Somata FincaransharlErt; _ %EFT
5 POS - --.- %PO$ . _ — -- --- — -
45) Ayeeep ago.. TOTAL
(a) Averalfe Portant ty <Women
Deeeence:
Pert:mtg.:
Enlult• rAftentign dertreenceS if reeler Man 25% between die bbl Immo, On and its (b) deposRE explain:
C. Vitentstional TraneaCtions Activity
warescilons O Vet 0 No ', ya Wass comp** Iles Mater
44. Dose the business escorted waived artelhar Orglind knernettonal
Omani% Truman , °spicing Transfer
scow tar two roan nmaw re wont maw area iXem tweentra I taste tomwhat owns* t donated cr mead naiadlee a404nmeoxn?
O UMW We O nano O caw
O VW Sale O sew O ends
O Cotobs O US WIN wire O Erne O Con
(3 US Kansans O SIAM
O kelliedelds O WOO Vigo eats O Orman Recutlie O Main%
o BelMihr Mira O OMmtar.Rep.rtic
O Reba= O velem* O ors,
O PJMORCC O VtnillAS O Cu.
rotats orbs .. _ ._ .___......—
ii Oen.Mote
Bab ite purrs Wein t* P050“:
CrAt'AAk,5L-ra'4,,151343/0011*.:J?000000410001010rS,.. ‘5;W 1111.•".„ t
die type of bunnies? Byes O No
a Did yo.s ceeervidlans pee wilti your expectations for
gaper
•—•....0
ve.a5-* tr
SONY_GM_OOO13259
CONFIDENTIAL
CONFIDENTIAL FirstBankPR000422
EFTA_0O123902
EFTA01269106
a Coneltani/Comments fInfeanstion
UNLESS CHECKED BELLOW. I PERSONALLY PHYSICALLY CONDUCTED THE ABOVE DESCRIBED PLACE OF
BUSINESS VISIT. THE INFORMATION PROVIDED IS AN ACCURATE AND COMPLETE REPRESENTATION OF MY
OBSERVATION AT THE PHYSICAL VISIT.
0 This is a Home Based Business. No physical visit was conducted
StetwWirSamteate Sits *nn wareett nom VW rem; Any nunp,ant100,7 Of Hamm:bpi [auk, plomerfor cornatior onion. income Sarin&
FiRSTBANK OFFICE
Mignatmn _damp)
SACHOON BLACKWOOD
S 3a19E11___
tar
Page • c" •
4NPIS-'14,5•• •
SDNY_GM_00013260
CONFIDENTIAL
CONFIDENTIALFIrstBanKP..
EFTA_00123903
EFTA01269107
1First Bank) Customer Due Dargence for Business - Entities
Existing Account Numb« New Account Number
717 71710413305
717-7178106695
Business or Entity name:
I~On or Social Security Number
LEHOMAS WORLD AIR LLC
Ma ante Of aPplicablek
—Physical Address: Meiling Address:
1203 LINDBERG BAY STE 3 15100 RED HOOK QUARTERS STEJ33
ST THOMAS VI 0135024CM ST THOMAS Vi 00602-0000
Business Phone: 3407752525 Fa al1A Break
Type a Business: Office Administrative Services Nat 561110 Annual stns: 35000.03
Clete Established. 00/19.2508 Name«of EmpSoymes: 1 Number of Mae: 1
O DBA O Cowan O flOnlartelt Ccepceatean D Partnership
O Government Agency C UnInCorponreed Association or Emily IX) United L any Company
Type of Entity
O Cue
[Xj Certificate of Deposit U Checking ._, Saving C Loan COther, splay
O Payne O Osermional O Truer O Ple0112 Funds O Alle Machine O Escrow O Trendar Funs
O Cormaponsal O kneels« CI Otter
Montle Transactions
Trwations 0 1-10 O 11.20 O 21.30 O 31-40 O 41.50 O 61« more
ToielAmount 0 $1 - $6,000 O $5.001. $10.030 0510.001 • 520.000 O 520001 .350.000 O 150.001-575.000 O 375.001 want
Credits
Treassaron O Ca O Pined O Account Manse O ACH O Checks O POS
TYP• 0 Seerearnalefs O Ogler
Dinalbaken• 0 1-10 O 11.20 O 21.30 O 31-10 O 41 - 50 O 51 anno
Sole1 Amend 0 St • 36.000 O 5.5.00f - S10.0300 moo • $20.000 O $20.001 -350.000 O 3M,031 - 375.000 Ors.c$11 $$ ma
wea
Deneurtion O Cash O Parse O Accounc Titan O Ace' O Checks O POS
TR» O Elesee 10 Trantlere O COS
O Intimation Transactions -Yore Transfers
O Incoming Traders 3 Outgoing Teenagers
O oar O Wahl O Mae CI Occeeionsey O Da/ O WNWf y O money O OCciaktrally
Transactions "3 1 -6 D 6 - 10 O 11 -25 Q26--50 O 51er MON Phonates, '31 - 5 06 - 10 an De • 500 51« more
Total 3 Cl • $1000 O noel • $10 ao O Iota -woo oat ]$1 - Kew 13 KM -110.000 O mom -129.000
Amount 125COI•SIOPOO O mom • StaL000 O $100.001 or acre Z MOM • $10.0Ce Cuomo% • $100.000 01100.00i or mare
Mk_ 14 IA
Countries
6 ,nit! al Deposit and Orgin of Fund:
Initial Depose 25/100 00 ORS Of %Pr ruernannt nrPosrr L chtvic.\ ___
• ede «nee' fel ro X VW one as tame Be Sleet. ccodtered le ref InneellrElbe is Mead N Walden n Me DA Odra BMA>
0.advderdelneerife Of Lea Grade t*as Bpd R4*
❑ ❑oaaoe
raked No
• eede'ID 0.E. ce F ea hen Aeonaccn lake Caen Omer«. BSA ban
If re
A Is the ti•JCS selected nei Are [Xi
B. Does the business have • BBB* Ana modem on site, (XI
C le the business • acre:corn omenfration? !XI
0. Is tile busIrlen • poleatconersttee or organization? IXI
E Is the banns related to an Gee, of • foreign ?averment" InCIcada Pe ‚yet, ol rein ore',ip P(I
F I e tusiness treaded r ace.let related to Pternr. game ngd
8 Venbcalion S s
Name of the Representative who attended you call: -
Response to Employer menttricaton ce Social
Yee State' Other
Security:
Response on Industry Behavior /
Approved o tens
InQ
Wee
Comments, NKIPIldefaft
InterAnied By:
03112078
SACHOON BLACKWOOD 41045
Nent• Signalers Date
vail-1307451191
SDNY_SAI_00013261
CONFIDENTIAL
CONFIDENTIAL FirstBankPRO00424
EFTA_00123904
EFTA01269108
Customer Due Diligence For Additional Signers on Individual
1 First Bank' Accounts or Authorized Signatures on Business Entitles
Accounts
Existing Account Number Account Mambo which Is attached to the Signer
717.7171040305 717-7178105095
Know: JEANNE _ tato Name: ORENNAAWIEBRACIAT
Dele of Birth:
iiI Place al Bin?, Social S•ai .
cl VS Nome Phone: ■ Prior
Mailing Aden*:
5501 RED NOOK Pl..2 STE 201
$7 THOMAS VI 00(02-1305
'flamer Esnoloymem: SOUTHERN TRUST COMPANY INC Eniplownont AdSe.e:
Occupation: CPA 8801 REL)IVOR QWMER Art
Work Phone-. 3407752525 ST THOMAS Vi 00102
Fulaa:
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ID Type ClosalY I Expiration AIMODYYM
1st DRIVERS UCENSE VI 09/02/2017
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SONY_GM_00013262
CONFIDENTIAL
CONFIDENTIAL FirstBankPR000425
EF1'A_00123905
EFTA01269109
Customer Due Diligence For Additional Signers on Individual
1First Bank Accounts or Authorized Signatures on Business Entities
Accounts
Existing Account Numbs Account Number which is attschod to Ito Signer
717.7171040306 717.7176105605
Nam*: sEF FREY Inlast Lost WINK EPSTEIN
Deed Sint 01/20N 953 PI= at Slid.: US OMR Moog
Cistonsblir US Horns Phono 01Nor 1.11A
Plweleal Adana: &Ian Address:
LITTLE ST JAMES 6100 RED HOOK QTRS STEW
ST THOMAS VI 00002.0000 ST THOMAS VI 00002.1346
Place a Einpioyment FINANCIAL TRUST CO. INC Einpleyineet gasses
oecupotion: FI NANCIAL CONSULTANT 6100 RED NOOK °TRIP srg 313
Wort Phone: 3/07752525 ST THOMAS VI 00002
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letendewed er
SACHOON BIACKWOOD 41045 03/11/2016
Rees Dale
NiciS00402R
SONY_GM_00013263
CONFIDENTIAL
CONFIDENTIAL
Fsl aTmoR000426
EFTA_00123906
EFTA01269110
ram W-970,, I Request for Taxpayer GSe FORT tO the
requester. Do not
:Weir *let ONA Identification Number and Certification send to the IRS.
Pane %woo Simon
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roonnanigliato nom I a rt tornetwo
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SDNY_GM_00013264
CONFIDENTIAL
CONFIDENTIAL FirstBankPR000427
EFTA_00123907
EFTA01269111
AFFIDAVIT RE NOT DOING BUSINESS
I, Jeanne Brennan, being of lawful age and after
having been duly sworn, state
that:
1. Jeffrey Epstein is and has been from the date of
the filing of the
Articles of Organization, a copy of which is attach
ed hereto, the Sole
Member of Thomas World Air, LL.C. ("the Comp
any").
2. I ant and have been since January 22, 2010, the
Manager of the
Company.
3. I hereby confirm that the Company never did any
business of any
kind from the date of the filing of the Articles of Organ
ization
through the date of this statement and further state that
the
Company has no intention of doing any business in the
foreseeable
future.
4. I hereby further confirm that the Company did not do busine
ss and
does not intend to do business because it is a holding
company,
which was not and is not intended to be used for any
type of
business.
5. I hereby further confirm that the Company will not do any busine
ss
of any kind prior to applying for and obtaining a United
States
Virgin Islands Business License, a copy of which will be delive
red to
the Bank
6. The Company requires a bank account for the purpose of paying its
expenses.
7. I have personal knowledge of the facts herein stated.
EANNE BRENNAN
IN WITNESS WHEREOF the parties have signed and sealed
this agreement
this 1'21 day of 11/6t2MEas, 2011
SUBSCRIBED AND SWORN to me this 1,SI day of NIOVetAes2:9--. 2011.
tar/ Public
to-aituc
NOTARY PUBLIC
Name: Nylon, Loaly• Walker
My Commission Env hang 6,20/4
NP Commission I NP.007-I 0 •
St.ThomastSt John.135W Distinct
SDNY_GM_00013265
CONFIDENTIAL
CONFIDENTIAL FirstBankPR000428
EFTA_00123908
EFTA01269112
GOVERNMENT OF
THE VIRGIN ISLANDS OF THE UNITED STATES
CHARLOTTE AMALIE, ST. THOMAS. VI 00802
OFFICE OF THE LIEUTENANT GOVERNOR
CERTIFICATE OF EXISTENCE
To Whom These Presents Shetl Come:
I. OSBERT E. POTTER, Lieutenant Governor of the Virgin. Islands. do hereby certify
That THOMAS WORLD AIR, LLC fired Ankles of Organization with the Office
of the Lieutenant Governor on September 19,2008 and the Company is duly organized under
the laws of United States Virgin Islands;
That the duration of this Limited Liability Company It unlimited:
That the company has paid all applicable fees to date; and
That Articles of Termination have not been filed by the company.
In Witness Whereof, I have hereunto set my hand and
affix the seal of the Government of the United States
Virgin Islards, at Charlotte Amalie, this 3rd day of
December. A.D. 2015.
OSBERT E. POTTER
Lieutenant Governor of the Virgin Islands
SDNY_GM_00013266
CONFIDENTIAL
CONFIDENTIAL FerstBankPROO0429
EF1'A_00123909
EFTA01269113
rii(lhiggjffiNJWILILLSIZEBATINCI AGREE
MENT
THIS OPERATING AGREEMENT (the "Agreem
MR, LLC (the "Com ent") of THOMAS WORLD
) is made and entered into, effective for all purpose
respects as of the s and in all
day of Tay.i.invi 2010, ( the 'Effective Date), by the
undersigned parties.
WHEREAS, a limited liability company has
been formed under the name
THOMAS WORLD AIR, LLC for the purposes set forth
in Paragraph 4 hereof. Pursuan
to the United States Virgin Islands Uniform Limited t
Liability Company Act (Title 13 of
the Virgin Islands Code, Chapter 15, § 1101 et seq.
(1998)), as amended (the -Act"), and
other applicable laws of the United States Virgin
Islands; and
WHEREAS, the undersigned for himself and any other
members of the Company in accordance with the terms persons who may become
of this Agreement and the Act
(hereinafter referred to as a -Member" or "Members"), desires
by this Agreement to set
forth certain provisions regarding the Company's capitaliz
ation, operation, management
and profit and loss allocation, among other things.
NOW, THEREFORE, in consideration of the foregoing, of
the mutual promises
herein contained and of other good and valuable
consideration, the receipt and
sufficiency of which are hereby acknowledged, the panes hereto,
intending to be bound,
hereby covenant and agree as follows:
1. Definitions.
(A) "Act" shall mean the United States Virgin Islands Uniform
Liability Company Act (Title 13 of the Virgin Islands Code, Chapter Limited
15, § 1101 et seq.
(1998)), as the same may be amended from time to time.
(B) 'Agreement" shall mean this Operating Agreement and
Exhibit A attached
hereto, as originally executed and as amended from time to time in
writing
(C) 'Capital Account" shall, with respect to each Member, mean
and refer to the
separate "book" account for such Member to be established and
maintained in all avails
in the manna provided under, and in accordance with, Treasury Regulation
§ 1.704- 1
(bR2)(iv), as amended, and in accordance with the other provisio
ns of Treasury
Regulation § 1.704-I (b) that must be complied with in order for the Capital
Accounts to
be determined and maintained in accordance with the provisions of Treasur
y Regulation
§1.704-1(bX2Xiv). In furtherance of and consistent with the
foregoing, a Mamba's
Capital Account shall include generally, without limitation, the Capital Contrib
ution of a
Member (as of any particular date), (i) increased by the Member's distribu
tive share of
profits, income and gain of the Company (including, if such date is not the
close of the
Company Accounting Year, the distributive share of profits, income
and gain of the
Company for the period from the close of the last Company Accounting Year
to such
date), and (ii) decreased by the Mamba's distributive share of losses and deducti
ons of
the Company and distributions by the Company to such Member (including, if such date
is not the dose of the Company Accounting Year, the distributive share of
losses and
SDNY_GM_00013267
CONFIDENTIAL
CONFIDENTIAL
FustBankpR000.30 EFTA_001 23910
EFTA01269114
Thomas World Air, Operanng Agreement
Pagel
deductions of the Company and
dose of the last Company distributions by the Company
Accounting Year to such date dining the period eons the
distributions of property shall resu ). For purposes of the fore
lt in a decrease in a Memba going,
the agreed fair market s Capital Account equal to
value of such property
indebtedness, if any, of the distributed (less the amo
Company which is assumed unt of
amount of indebtedness, if by such Member and/or the
any, to which such property
distribution) by the Company to is subject, as of the date of
such Member.
(D) "Capital Contribution
the amount of cash, anclior the " or "Capital Contributions"
shall mean and refer to
agreed fair market value of
indebtedness, if any, of such prop
Member which is atoned by erty (less the amount of
amount of indebtedness, if the Company anther the
any, to which such property
contribution, without regard is subject, as of the date of
to the provisions of Code
contributed by a Member to Section 7101(g)), actually
the capital of the Company
contributions actually nude purs , as well as any additional
uant
amounts paid by a Member (exc to this Agreement, including, but not limited to, any
Member) in respect of any claim ept to the extent indemnification is made by another
s, liabilities or obligations
pessimist to any guaranty of against die Company and/or
Company indebtedness or othe
rwise by such Member.
(E) "Code" shall mean the
references herein to Sections of Internal Revalue Code of 1986,
the Code shall include any corr as amended. All
provisions of succeeding law. esponding provision or
(F) 'Company" shall refer to THO
MAS WORLD AIR, LLC.
(G) "Company Accounting
Year" shall mean and refer to the
of the Company, aiding December 31 of each accounting year
year.
(H) "Company Assets," at any
Company Property (as hereinafter particular time, shall mean and refe
defined) and any other assets or r to the
intesuglale, chose or inchoate, fixe property (tangible or
d or contingent) of the Company.
(1) "Company Interest" shal
l mean and refer to the entire own
Member in the Company at any part ership interest of a
icular
any and all benefits to which a Member time, including the tight of such Member to
may be entitled as provided
and order the Act, together with in this Agreement
the obligations of such Member to
the terms and provisions of this Agreem comply with all of
ent and the Act
0 "Company Prepay" shall mean
property owned by the Company and refer to all real estate and pers
, together with all rights, privileges, onal
improvement', hereditamenm interests, easements,
and appurtenances now or hereafte
appertaining thereto. r belonging or
(K) "Exhibit A" shall mean and refer
Agreement, relating to the names, to the original Exhibit A to this
addresses and Pacentage Interests
of the Members.
(L) slvlefnbee or "Members" shall mea
entities designated as such on Exhibit n and refer to those persons anti
A attached hereto, either individually ka
collectively, who are the equity own or
ers of the Company.
CONFIDENTIAL
CONFIDENTIan ,„, NYGM_00013268
EFIA_00123911
EFTA01269115
Thomas World Mr, Openaing Agreement
Page 3
(M) "Net Cash Plow-
Company on hand from time of the Company shall mea
to time (including, without n all cash receipts of the
loans, gross sales proceeds limitation, the proceeds of
and the cash Capital Con any
total cash disbursements tributions of the Members), less
of the company (including, the
expenses and capital expenditures without limitation, operatin
of the Com pany g
including those from any Mem and repayments of any loans,
ber(s)), and less any working
the Members deem necessar
y for the efficient conduct of capital cash reserve(s) which
the Company.
(N) "Percentage Interest" of
in the Company of such Mem a Member shall mean the
ber as set forth opposite the percentage participation
the column "Percentage Interest" name of such Member under
in Exhibit A attached hereto,
adjusted from time to time purs as such percentage may be
uant to the terms hereof.
(0) "SubstiMm Member"
shall mean any person or enti
admitted as a Member of the Com ty who or which is
pany pursuant to Paragraph 12
hereof.
(P) "Term' shall mean and
continue in existence, which shal refer to the paiod of time that the Company shall
l commence as of the Effectiv
be of unlimited duration. e Date of its formation and
(Q) "Manages-shall mean
one or mom managers. Spe
mean )ammo Brennan or any othe cifically, *Manspr" shall
r person or persons who succ
References to the Manager in the eed her in that capacity.
singular or as him, her, it, itsel
shall also, where the context so f; or other him references
requires, be deemed to include
or feminine reference, as the case the plural or the masculine
maybe,
2. ntrastratupgy. The nam
AIR, LLC". e of the Company shall be 'TH
OMAS WORLD
3. formation of Company. The sole
a limited liability company und Member caused to be organize
er the laws of the United Stat d and formed
filing of the Articles of Organizatio es Virgin Islands by the
n of the Company (the "Articles
(on behalf of the Members and any ") pursuant to the Act
Sub
and governed by, the Act and the stitute Member(s)). This Agreement is subject to,
Articles which were filed
Lieutenant Oovemor, Corporate with
Division. In the event of a direct the Office of the
provisions of this Agreement conflict between the
and either the mandatory pro
Articles, such mandatory prov tons of the Act or the
isions of the Act or the Articles,
be controlling. as the case may be, shall
S. Company Plumose The general purposes of the Com
own, bold, develop, coastnict, leas pany am to acquire,
e, manage, operate and/or, if and
appropriate, sell or otherwise disp when necessary or
ose of the Company Property
whether located in the U.S. Virg (or any portion thereof),
in Islands or elsewhere, and othe
property of my kind or nature and to r real and personal
enga
to the foregoing or otherwise engage ge in any and all activities incidental or related
in and do any act concerning
businesses for which limited liability com any or all lawful
panies may be organized acco
rding to the Act.
CONFIDENTIAL
CONFIDENTIA FirstBankPR000432
SONY_GM_00013269
EFTA 00123912
EFTA01269116
Thomas WorldAir, L Open:din:Agreement
Page 4
5 . Prineioal Office: Resident
. The principal office of the
located at 6100 Red Hook Quarter, Company shall be
Suite 8.3, American Yacht Hatbo
Islands 00802. r, St. Thomas, Virgin
The mailing address for the Company
Tanneberg, St. Thomas, VI00802. shall be do Hodge & Francois,
1340
The resident agent of the Company (the
Virgin Islands for service ofprocess "Resident Agent") in the United State
shall be Denise Francois, who is a resid s
United States Virgin Islands, or such ent of the
other pence as may be designated by
The address of the Resident Agent is the Members.
Hodge & Francois, 1340 Taameberg
Virgin Islands, 00802. , St Thomas,
6. CC iital nholacos
(A) Each Member shall contribute to
forth after the name ofsuch Member in the capital of the Company the amou
Exhib nt set
appropriate credit to his or its Capital Acco it A, and such Member shall receive
unt therefor.
(B) ht the event that, at any time, additional
the then existing Members, shall have the finds are required by the Company,
tight (but not the obligation) to eithe
contribute additional capital, or to cause r
the Company to borrow such required funds
"Additional Funds'), with interest payable (the
at then-prevailing rates, tom commercia
banks, savings and loans associations and/o l
r other landing institutions or other perso
(including Members). It is the present inten ns
t of the parties to contribute any addit
capital required by the Company in equa ional
l shares. However, in the event that all the
Members do not agree to contribute additional
borrow additional capital, then one or more capital, or to emote the Company to
but fewer than all authorized Members,
able and willing to conciliate additional if
capital. may do so, in which event the capita
accounts of the Members shell be adjusted l
to reflect the reallocation of ownership to
conform to the total capital contributions of
all Members, including the additional capita
contributed heramder. l
(C) No Member shall be required to make any
Company beyond the amounts set fort in this Capital Contribution to the
paragraph 6(A), except as may be agreed
to by such Member in writing. Additional capita
l may be contributed to the Company, bat
only upon the written consent of all Members,
except under the terms of the preceding
paztgraph.
(D) No Member (in his or its capacity as a
for losses, costs, expenses, liabilities or obliga Member) shall be personally liable
tions of the Company in excess ofhis or
Capital Contributions required under this paragraph its
6, without such Meraber's prior
written consent.
7. Allocation ofProtruirtogg.
(A) "Profit" and °Loss" shall, for purpo
ses of this paragraph 7, mean, for each
fiscal year of the Company or other period, an amou
nt equal to the Company's taxable
CONFIDENTIAL
CONFIDENTIAL FristBankPR000433
SDNY_GM_00013270
EFTA_001239I 3
EFTA01269117
Thomas World Air, LA. Opera:Mg Agreement
Page 5
income, gain, loss or deduction for such year or
period, determined by the Company's
accountants in accordance with Code Section 703(a),
with the following adjustments:
(1) All income or gain of the Company that is exempt
income tax and not otherwise taken into account in from Federal
computing Profit and Loss
pursuant to this subparagraph 7(a) shall be added to
such taxable income, gain,
loss or deduction.
(2) Any expenditure of the Company described in
Code Section
705(a)(2XB) or treated at an expenditure described in such
Section and not
otherwise taken into account in computing Profit and
Loss pursuant to this
paragraph 7 shall be subtracted from such taxable income,
gain, loss or deduction.
03) Except as otherwise set forth in subparagraph 7(C) hereof; the distribu
shams of each item of Profit, Loss, deduction, credit tive
or basis of the Company for any
Company Accounting Year or other period shall be allocate
d to the Members, pro rata, in
proportion to their respective Percentage Interests.
(C) The Members, with the review and concurr
ence of the Company's
accountants, may allocate taxable income,
thereof) arising in any Company Amounting gam, los; credit and deduction (or items
Year in a manna other than as provided in
subparagraph 7(B) hereof it and to the extent that, the
allocations otherwise provided
under this paragraph 7 would not be permissible under
Code Sections 704(b) and/or
704(c). Any allocation made pursuant to, and in accordance
with, this subparagraph 7(C)
shall be deemed to be a complete substitute for the allocatio
n otherwise provided in
subparagraph 7(8) hereof, and no amendment of this Agreem
ent or approval of any
Member shall be required with respect thereto, and each Membe
r shall, for all purposes
and in all respects, be deemed to have approved any such reasona
ble allocation.
(D) If a Company Interest is transferred or assigned
during a Company
Accounting Year, that part of any item of Profit, Loss, income,
gain, deduction, credit,
basis or tax incidents allocated pursuant to this paragraph 7 with
respect to the Company
Interest so transferred shall, in the reasonable discretion of the
Members, be allocated
between the transferor and the transferee in proportion to the mamba
of days in such
Company Accounting Year during which each owned such
Company Interest, as
disclosed by the Company books and records.
S. Distribution of Net Cash Flow. Except to the extent that Net
Cash Flow
shall be distributed upon termination of the Company pursuant to subpara
graph 14(B)
hereof, the Net Cash Flow of the Company shall be paid or distribu
ted annually during
each Company Accounting Year (or more or less frequently if the
Members deem it
advisable) to the Members, pro rata, in proportion to their respecti
ve Percentage Interests.
2, I411WiitititCs2011MILAIM. Legal title to the
held in the name of the Company, or in any other manner whichCompan y Assets shall be
the Members determine
to be in the best interest of the Company. Without limiting
the foregoing pant of
authority, the Members may cause the Company to take and bold title,
or arrange to have
title taken and held in the name of others, as trustees or nominees for and
on behalf of the
Company.
SDNY_GM_00013271
CONFIDENTIAL
CONFIDENTIAL FirstBankPR000434
Erl'A_00123914
EFTA01269118
Thomas Wet-UAL,L Operating Agreement
Page6
10. Management
(A) The business and affairs of the Company shall
be managed by its Manager or
Managers. Except for situations in which the approval
of the Members is expressly
required by this Operating Agreement or by noowaivable
provisions of applicable law,
the Manager shall have ill and complete authority, power
and discretion to manage and
control the business, affairs and properties of the Compan
y, to make all decisions
regarding those matters and to perform any and all other
acts or activities customary or
incident to the management of the Company's busines
s. At any time when there is more
than one Manager, any one Manager may take any
action permitted to be taken by the
Managers, unless the approval ofmore than one of
the Managers is expressly required
pursuant to this Operating Agreement or the Act
(B) Number, Tenure and Qualifi cations. The Compan
y shall initially have one
(1) Manager. The number of Managers of the Compan
y may be changed from time to
time by the affirmative vote of Members holding at least a majorit
y interest In no
instance shall there be less than one Manager. Each Manage
r shall bold office until he or
she resigns or is removed pursuant to Section 10(K).
Managers shall be appointed by the
affirmative vote of Members holding at least a majority
interest. Managers nerd not be
residents of the Virgin Islands or Members ofthe Compan
y.
(C) Certain Powers ofManager. Without limiting the
generality of Section
10(A), and subject to the provisions of Section 10(B), the Manager
shall have power and
authority, on behalfof the Company:
(1) Upon the affirmative vote ofMembers holding at least a
majority
interest, to acquire property from any Person as the Manager
may
determine. The fact that a Manager or a Member is directly or
indirectly affiliated or connected with any such Person shall not
prohibit the Manager from dealing with that Person.
(2) Upon the affirmative vote ofMembers holding at least a majorit
y
interest, to borrow money for the Company from banks,
other lending
institutions, the Managers, Members, or Affiliates of the Managers
or
Members on such terms as the Members dean appropriate, and in
connection with such borrowing, to hypothecate, encumber and grant
security interests in the assets of the Company to secure repaym
ent of
the borrowed sums. No debt shall be contracted or liability incurred
by or on behalf of the Company except by the Manager, or to
the
eaten permitted under the Act, by agents or employees of the
Company expressly authorized to contract such debt or incur such
liability by the Manager.
(3) To purchase liability and other intrUrtriCe to protect the Compan
y's
property and business.
(4) To hold and own any Company real and personal property
in the
name of the Company.
SDNY_GM_00013272
CONFIDENTIAL
CONFID
IDEN
ENTI
TIAL
AL
EFTA_00123915
EFTA01269119
Thomas Wor Atr, L Operating Agreement
Pagel
(5) To invest, in the name and for
the benefit of the Company, any
Company funds temporarily (by way of
example but not limitation) in
time deposit; short-term governmental
obligations, commercial paper
or other investments.
(6) To execute on behalfof the Comp
any instruments and documents,
including, without limitation: (a) instru
ments and documents having a
value of $2,000.00 or less, including
but not limited to checks, drafts,
notes, and other negotiable instnn
nents; (b) mortgages or deeds of
trust, security ameements, financ
ing statements; (e) dominterek
providing for the acquisition, mortg
age, or
Company's property, including without disposition of the
warranty deeds; (d) assignmen limitation, quitclaim or
ts; (e) bills of sale; (t) leases; (g)
partnership ameemagr, (h) agreements
granting or accepting
easements, including agreements assuming
duties or obligations
related thereto; (i) operating agreements
of other limited liability
companies; and (j) any other inamments
or documents necessary, in
the reasonable opinionof the Manager, to
the ordinary conduct of the
business of the Company. Any trans
action having a value exceeding
$2,000.00 shall require the written appro
val ofa majority of the
Members' percentage interests.
(7) To employ accountants, legal counsel,
surveyors, appraisers, real:ors,
managing agents or other experts to perfo
rm services for the Company
and to compensate them from Company
funds.
(8) Except as otherwise provided in this Agreement
, to enter into any and
all other agreements on behalf of the Comp
any, with any other Person
for any purpose, in such forms as the Mana
ger may approve.
(9) To do and perform all other acts as may
be accessary or appropriate to
the ordinary conduct of the Company's
business.
(D) Unless authorized to do so by this Operating
Manager or Managers of the Company, no attorn Agreement or by a
ey-in-fact, employee or other
agent of the Company shall have any power
or authority to bind the Company in
any way, to pledge its credit or to render
it liable pecuniarily for anypapaw. No
Member shall have any power or authority to
bind the Company unless the
Member has been authorized by the Manager
to act as an agent of the Company in
accordance with the previous sentence.
(E) Lirnhatimas on Authority. Notwithstanding
any other provision of this
Operating Agreement, the Manager shall not cause
or commit the Company to do
any of the following without the express written conse
nt of the Members holding
a majority interest in the Company:
(I) Incur an expense or invest capital excee
ding 52,000.00 for any
single transaction,
SONCGM_00.013273
CONFIDENTIA L ankpRoo.
FastB
CONFIDENTIAL 436 EFTA_00123916
EFTA01269120
Thomas Warta Azr, 1.4 °pouting Agree
ment
Page 8
(2) Sell or otherwise dispose of
any Company real property,
(3) Mortgage, pledge, or grant a scarc
ity interest (collectively
-pledge") in any property of the
Company,
(4) Incur or refinance any indebtedne
ss for money borrowed by
the Company, whether seared or
unsecured and inchtding any
indebtedness for money borrowed
from a Member if, after
such raer•gage, pledge or vant, the
aggregate indebtedness of
the Company would exceed $2,00
0.00.
(5) incur any liability or make any
single expenditure or series of
related expenditures in an amount
exceeding $2,000.00.
(6) Constuct any capital improveme
nts, repai
changes involving any amount in exces rs, alterations or
s of $2,000.00.
(7) Laid money to or guarantee or
become surety for the
obligation of any person.
(8) Compromise or settle any claim
against cc inuring to the
benefit of the Company involving an amou
nt in controversy in
excess of 52,000.00.
(9) Enter into any agreement regarding
an easement for the benefit
of a upon real property owned by the
Company.
(F) Liability for Certain Acts. The Manager
to any Member for any loss or damage shall not be liable to the Company or
sustained by the Company or any Member
the loss or damage shall have been the result unless
of fraud, deceit, gross negligence, willfu
misconduct, intentional breach of this Oper l
ating Agreement or a wrongful taking by
Manager. the
(O) Managers and Members have No Exclu
sive Duty to Company. The Manager
shall not be tapired to manage the Comp
any as such Manager's sole and exclusive
function and such manager (and any Manager
or Member) may have other business
interests and may engage in other activities
in addition to those relating to the Company.
(H) Hank Amaral. The Manager may
from time to time open bank accounts in
the name of the Company, and each Manager
shall be a sole signatory on such accou
unless the Manager, or the Members by majo nts,
rity vote, determine otherwise.
(I) Indemnity of the Manager, Employees and
Other Agents. The Company
shall indemnify the Manager and make advances
for expenses to the maximum extent
permitted under the Act, except to the exten
t the claim for which indemnification is
sought results from an net of fraud, deceit, gross
negligence, willful misconduct,
intentional breach of this Operating Agreement
or a wrongful taking by the Manager.
CONFIDENTIAL
SONY_GM_00013274
CONFIDENTIAL FirstBankPR000437
EFTA_00123917
EFTA01269121
Thomas World Ain LA Operetta:Agree:mew
Page 9
The Company shall indemnify its
employees and other agents who are
the fullest extent permitted by law, provi not Managers to
ded that such inderrerffication
situation is approved by Mem is any given
bers owning a majority interest.
Notwithstanding any other provision
shall be liable to any Member or the of this Operating Agreement, no
Manager
Company with teepect to any act perfo
neglected to be performed in good faith rmed or
and in a manner which such Manager
be necessary or appropriate in conne believed to
ction with the ordinary and proper condu
Company's business or the preservation ct of the
of its property, and consistent with
provisions of this Operating Agreement. the
The Company shall indemnify the
and hold him harmless from any liabil Manager for
ity,
damage, or expense, including reasonable whether civil or criminal, and any loss,
ordinary and proper conduct of the Com attorneys' fees, incurred in connection with the
pany's business and the preservation
business and property, or by reason of of its
the fact that such person is or was a Mana
provided the Manager to be indemnified ger;
acted in good faith and in a manner such
Manager believed to be consistent with
the provisions of this Operating Agre
provided father that with respect to any ement; and
airninal action or proceeding, the Mana
indemnified had no reasonable cause to ger to be
believe the conduct was unlawful. The
termination of any action, suit or proceeding
by judgment, order, settlement, convi
or upon a plea of nolo contendere or its ction,
equivalent shall not of itself create a presu
that indemnification is not available. The mption
obligation of the Company to indemnify
Manager under this Operating Agree my
ment shall be satisfied out of Company
and if the assets of the Company are insuf assets only, ,
ficient to satisfy its obligation to indem
Manager, suchManager shall not be entitl nify any
ed to contribution from any Member.
(3) Resignation. Any Manager of the Comp
written notice to all Members of the Company. any may resign at any time by giving
The resignation of any Manager shall
take effect upon receipt of notice of such
resignation or at such later time as shall be
specified in such notice, and, unless other
wise specified in the notice, the acceptance
such resignation shall not be asnannY to make it effective. of
Manager who is also a Member shall not affec The resignation of a
t the Member's rights as an equity owner.
(K) Removal. At a meeting called expre
ssly for that purpose, or by consent of the
Members in writing, all or any lesser number of
Managers maybe removed at any time,
with or without cause, by the affirmative vote of
Members holding Voting Interests
which, taken together, exceed 50% of the aggle
gate of all Voting Interests other than
Voting Interests of the Manager. The remo
val of a Manager who is also a Member
not affect the Manager's rights as a Member shall
and skiedl not constitute a withdrawal of a
Manisa.
(L) Vacancies. Any vacancy occurring for
any reason in the number of Managers
of the Company shall be filled by the affirm
ative vote of Members holding a majority
interest (determined without regard to any votin
g interest owned by a Manager who was
removed pursuant to the previous subsection
during the preceding 24 month period.)
Any Manager's position to be filled by reason of
an
shall be filled by affmaative vote of Members holdi increase in the number of Managers
ng a majority interest.
(M) Right to Rely on the Manager. Any Person
dealing with the Company may
rely (without the duty of further inquiry) upon a
certificate signed by any Manager as to:
CONFIDENTIAL
CONFIDENTIAL FirstBankPRO00438
SONY_GM_00013275
EFTA_00123918
EFTA01269122
Thomas World Air, 1- Operating Agreement
Page /0
(1) The identity of any Manager or Member;
(2) The existence or nonexistence of any fact or
facts which constitute a
condition precedent to nets on behalf of the Company by
any Manager
or which are in any other manner germane to the
affairs of the
Company,
(3) The Persons who are authorized to execute and deliver any
or document of the Company, or instrument
(4) Any am or failure to act by the Compan
y or any other matter
whatsoever involving the Company or any Membe
r's interest therein.
(N) Notwithstanding the provisions of subpara
graph 10(A) hereof, it is
understood end agreed that the followingactions and/or
decisions with respect to the
management of the Company shall require the unanimous
written consent of the
Members:
(I) the transfer, assignment or other disposition of any
Company Assets
in trust for the benefit of trainees;
(2) Amendment of this Operating Agreement;
(3) The filing of bankruptcy or similar reorganization;
(4) The sale of all or substantially all of the Company's assets.
I I. Books and Records.
(A) The Company shall keep its books and records at its
principal office or at
such other or additional offices (within or without the United
States Virgin Islands) as the
Members shall deem advisable.
(B) AU decisions with respect to accounting matters, except as otherwi
specifically set forth herein, shall be made by the Members. se
(C) The Company may make all elections for Federal income tax
purposes upon
the unanimous decision of the Members.
12. Assignability of Couwanv Interests. The sale, assignment, transfer
conveyance or other encumbrance of any Company Interest shall be ,
permitted only upon
unanimous vote of the Members.
13. Cessation of Membership. In the event of the death, resignation,
retirement, withdrawal, expulsion, complete liquidation or dissolution or
adjudication of
bankruptcy or a Member, (except a member holding title to his or her interest
s as a tenant
by the end:mica) or other event specified under Virgin Islands law as a
an event effecting
a member's dissociation, (a "Cessation Event), such Member (the
"Withdrawing
Member") shall cease to be a Member in the Company, and; in such event, the
Members
SONY_GM_00013276
CONFIDENTIAL
CONFIDENTIAL FirstBankPR000439
EFTA_001239 I 9
EFTA01269123
77wattat World Air. L Operatmg Agreement
Page II
other than the Withdrawing Member (collectively,
the "Continuing Members"), for a
period of ninety (90) days after the date of the Cessatio
n Event, shall have the option (but
shall not be obligated) to purchase (pro rata, in proporti
on to their respective Percentage
Interests, unless they agree upon another proportion) all
(but not less than all) of the
Company Interest of the Withdrawing Member (the 'Option
Interest). If fewer than all
Continuing Members elect to exercise this option, those
exercising the option shall be
entitled to purchase the Withdrawing Member's share.
14. Dissolution and Temination of Compan
y.
(A) The Company shall be dissolved, the Company
Assets shall be disposed of.
and its affairs wound up, upon the octimence of the earliest
of the following events:
(1) the occurrence of a Cessation Event; provided,
however, that, if,
within ninety (90) days after the occurrence of such Cessation Event,
remaining Members wunimously elect to continu the
e the Company and the
Company business, that (A) the Company shall
not be dissolved, (B) the
company and the Company but= shall be continued,
and (C) this Agreement
shall be amended to reflect such continuation;
(2) the unanimous written consent of the Members of
the Compan y; or
(3) the expiration of the Tenn: or
(4) the entry of a decree of judicial dissolution under the
Act.
(B) The Company shall terminate when all the Compan
y Assets have been
disposed of (except for any liquid assets not so disposed of), and the
net proceeds
therefrom, as well as any other liquid assets of the Company,
shall, unless otherwise
required by the Act, be distributed as follows: (i) fine, to the
creditors of the Company for
the payment or due provisions for the liabilities of the Compan
y (including loans, if any,
to the Company from Members), and (ii) second, to the
Members, pro rata, in accordance
with their respective positive Capital Account balances (after
the allocation of all learns of
income, gain, loss, credit and deduction (or items thereof) under
and pursuant to
paragraph 7 hereof).
15.
(A) To the extent not inconsistent with the laws and public
United States Virgin Islands, the Company shalt indemnify, policies of the
defend and hold harmless
any organizer of the Company and any Member (and any
against any and all claims, demands, liabilities, affiliate thereof) from and
costs, damages and causes of action, of
any nature whatsoever, arising out of or incidental to the organiz
ation and/or
management of the Company's affairs, except where the claim at issue
is based on frand,
gross negligence or willful misconduct.
SDNYGM00013277
CONFIDENTIAL
CONFIDENTIAL FlosteenlcPR000440
EFTA_00123920
EFTA01269124
mamas World Air.L. Operating Agreement
Page II
(B) The indemnification autho
rized by this paragraph l5 shall includ
be limited to, payment of(i)reasonable e, but not
attorneys' fees or other expenses incur
connection with settlement or in any fi red in
nally-adjudicated legal proceeding, and
removal of any liens affecting any (ii) the
property of the indemnitee.
16. HiaftellsilnithiCinn
(A) The Members hereby agreed to
execute and deliver all documents,
all information and take or refrain from provide
all such action as may be reasonably
appropriate to achieve the purposes of necessary or
this Atxonsatt and the Articles.
(B) All notices provided for herein shall
receipt therefor, or seat by certified or regist be in writing, band delivered, with
ered mail, return receipt requested,
class postage prepaid, or by overnight cozie and first-
r, to the address of the Member as
Exhibit A, unless notice of a change shown in
of addre is
provisions of this subparagraph I 6(B). Any ss given to the Company pursuant to the
notice which is required to be given
stated period of dine shall be considered within a
timely if delivered or postmarked
midnight of the last day of such period. Any before
node* made hereunder shall be deem
effective for all purposes and in all respe ed
cts when sent (or given) to any Mem
address set forth in Exhibit A hereof; or at ber at the
such ether address specified by a Mem
which notice has been received by the ber for
Company in accordance with this subpa
16(B). ragraph
(C) This Agreement and the rights of
the parties hereunder will be governed by,
interpreted and enforced in accordance with
the laws of the United States Virgin Island
without regard to principles of conflicts s,
of laws.
(D) This Agreement shall inure to the benefit of
their respective estates, heirs, personal and bind the parties hereto,
or legal representatives and (subject
provisions of this Agreement relating to trans to the
ferability) assigns.
(E) Unless the context clearly indicates
otherwise, where appropriate the
singular shall include the plural and the masc
uline shall include the feminine or neuter,
and vice versa, to the extent necessary to give
the terms defined herein and/or the terms
otherwise used in this Agreement their proper mean
ings. The teem parties hereto
includes the undersigned and all subsequent
signatories hereof.
(F) This Agreement and Exhibit A attach
ed hereto and the Articles set forth all
(and are intended by all parties hereto to be
agreements, conditions, understan an integration of all) of the premises.
dings, warranties and representations amon
hereto with respect to the Company, the Comp g the parties
any's business and the Company Assets,
and there are no promises, agreement;
conditions, understandings, warra
representations, oral or write°, express or impli nties or
ed, except as set forth herein.
(G) If any provision of this Agreement
unenforceable under the present or flume laws is held to be illegal, invalid or
Agreement, such provision will be idly severable; effective during the torn of this
this Agreement will be construed and
enforced as if such illegal, invalid or unenforce
able provision had never comprised a
of this Agreement and the remaining provisions pan
of this Agreement will remain in full
SONY_GM_00013278
CONFIDENTIA L ankpRo.0
FffstB
CONFIDENTIAL 441 EFTA_00123921
EFTA01269125
Thomas WorldAlr.1 Operating Armed
Page 13
force and effect and will not be affec
ted by the illegal, invalid or unenforce
or by its severance from this Agree able provision
ment
(1.1) This Agreement is made solely
of the pastes hereto, and their respe and specifically among and for the
ctive successors and assigns, subje benefit
provisions herein relating to succe ct to the express
ssors and assigns, and no other
have any rights, interest or claims person or entity will
hereunder or be entitled to any bene
account of this Agreement as a third- fits under or on
party beneficiary or otherwise.
(I) The terms "bankruptcy' and
"bankrupt; and derivations thereof,
deemed to refer not only to an adjud shall be
ication ofbankruptcy under the Fedo
Report Act of 1978, but also to an ra! Bankruptcy
adjudication ofinsolvency alder any state
insolvency statute or procedure. or local
(J) An amendments to this Agreement will
Mambas. be in writing and signed by all the
(K) All headings herein are Sated
and are not to be considered in the const only for convenience and ease oflcfvrc
ace
ruction or interpretation of any provision
Agreement. of this
(L) This Agreement 'nay be executed
be deemed an original, but all of which in several countaparts, each of which
will
together will constitute one and the same
mstniment.
IN WITNESS WHEREOF, the patties heret
Agreement as of the date first above written. o have executed this Operating
S0NY_GM_00013279
CONFIDENTIAL
C ONFIDENTIAL FirstBankPR000442
EFTA_00123922
EFTA01269126
Thomas World ola.,1
Operming.42reement
Pan 14
THOMAS WORLD AIR, LLC
OPERATING AGREEMENT
Exhibit A
Mgialm Capital
CSt
Int=
Jeffrey E. Epstein
100%
SDNY_GM_00013280
CONFIDENTIAL
CONFIDENTIALkpRo00443
EFTA_00123923
EFTA01269127
TERRITORY OF THE UNITED STATES VIRGIN
ISLANDS
ARTICLES OF ORGANIZATION
OF
THOMAS WORLD AIR, LLC
l'HE UNDERSIGNED ORGANIZER, for the purpose
of forming a limited
liability company under the laws of the Virgin Islands and
particularly Title 13. Chapter
15 of Virgin Islands Code. hereby adopt the following
ARTICLES OF
ORGANIZATION for such corporation:
FIRST: The name of the Limited Liability Company is
THOMAS WORLD AIR, LLC
SECOND: The physical and mailing address of its
initial designated office in the
United States Virgin Islands is: do Hodge & Francois, 1340
Taarneberg. St. Thomas,
V.I. 00802 The name and physical mailing address of
its registered agent for service of
process is: Denise Francois. Esquire, Hodge & Francois. 1340
Taarneberg. St. Thomas,
V.I. 00802.
THIRD: The name and physical address of each organizer of the compan
Denise Francis, Hodge & Francois, 1340 Taameberg, St. Thomas y is:
. VI 00802
FOURTH: The minimum amount of capital with which the compan
y will commence
business in the Virgin Islands is One Thousand Dollars (S1,000.00),
FIFTH: The duration of the company is unlimited duration.
SIXTH: The company is Manager-Managed. The name and physica
l address of
the initial manager is: Darren Indyke with a physical address of 1340
Taameberg, St.
Thomas, V.1.00802. The mailing address of the Manager Darren
Ludyke is do Hedge &
Francois. 1340 Taameberg, Sc. Thomas. VI 00802
SEVENTH: Members of the company are not liable in their capacity
as Members for
the debts and obligations of the company.
GOVERNMENT Or
THE OWED STATES VIRGIN tSLAN)S
-0-
OFFICE OF THE LIEUTENANT GOVERNOR
DIVISION OFCORPORATION AND TRADEMARKS
5049 Kongens Gads
5j. Proms. V n lards 00502.047
Sy I 9, acc 3. da/f)
SDNY_GM_00013281
CONFIDENTIAL
CONFIDENTIAL FastBankPRO00444
EFTA_00123924
EFTA01269128
•' Arteclecel°menhir,
Mathis WashI Aft, LLC
IN WITNESS WHEREOF, the undersigned has executed these Finn Amended
,,,
Articles ofOrganization of Thomas World Air. LLC this jirday of S'tepidtriker -
2008.
nice Frencoiki thipsnizer
ACKNOWLEGMENT
TERRITORY OF VIRGIN ISLANDS
) ss:
DISTRICT OF ST. THOMAS/ST. JOHN
The foregoing Articles of Organization were acknowledged before me this
day of 5weitartbar. 2008 by Denise Francois.
IN WITNESS WHIIRF.OF. I have set my hand and scat.
( it
Notary Public
My Commiss€on Expires:
MakDaki dp
MyCeranininEllophew
Aced 20.2012
LNK.O448
2
SDNY_GM_00013282
CONFIDENTIAL
L R000
CONFlDENTIAFirM ,145
EFTA_00123925
EFTA01269129
CONSENT ofAGENTfor SERVICE of
PROCESS
******
This writing witncsseth that the undersigned
DENISE FRANCOIS haying befit
designated by the limited liability company known
es:
THOMAS WORLD AIR, LLC
N
as agent of the said company upon wbom service of
process may be made in all suits
arising against the said company in the Count of the
Virgin Islands. does hereby consent
to act as such agent. and that service of process may be
made upon me in accordance
with
Chapter 15. Title 13 nf the Virgin Islands Code.
IN WITNESS WHEREOF. I have hernial° set
my signature thister4ay or
U
"\.. ,
cCAA-
Denise I-Fel:cols. lure
CIALC .0(0
HODGE & FRANCOIS
1340 Taarnebarg
St. Thomas, VI 00802
Tel. 340.724.6845
Subscribed and sworn to before me this II4_day of
a
.2008 ut Charlotte Amalie. St. Thomas. U.S.
Virgin Islands.
Nora' Public .--
ilki ttr i gr Expires:
leyCesabdeatt
AlalnO, 2410
aseesott
SDNY_GM_00013283
CONFIDENTIAL
CONFIDENTIAL FiratBankPRO00446
EFTA (H1123926
EFTA01269130
TERRITORY OF THE UNITED STATES VIRGIN ISLANDS
ARTICLES OF ORGANIZATION
OF
THOMAS WORLD AIR, LLC
THE UNDERSIGNED ORGANIZER, for the purpose of forming a limited
liability company under the laws of the Virgin Islands and particularly Title 13, Chapter
15 of Virgin Islands Code, hereby adopt the following ARTICLES OF
ORGANIZATION for such corporation:
FIRST: The name of the Limited Liability Company is
THOMAS WORLD AIR, LLC
SECOND: The physical and mailing address of its initial designated office in the
United States Virgin Islands is: do Hodge & Francois, 1340 Taarneberg. St. Thomas,
V.I. 00802. The name and physical mailing address of its registered agent for service of
process is: Denise Francois. Esquire. Hodge & Francois. 1340 Taarneberg, Sr. Thomas,
V.I. 00802.
THIRD: The name and physical address of each organizer of the company is:
Denise Francis. Hodge & Francois, 1340 Taameberg. St. Thomas. V.L 00802
FOURTH: The minimum amount of capital with which the company will commence
business in the Virgin Islands is One Thousand Dollars CS1,000.00),
FIFTH: The duration of the company is unlimited duration.
SIXTH: The company is Manager•Managed. The name and physical address of
the initial manager is: Darren Indyke with a physical address of 1340 Taamebag, St.
Thomas. V.I. 00802. The mailing address of the Manager Darren Indyke is Go Hodge &
Francois. 1340 Taauteberg, St. Thomas, VI 00802
SEVENTH: Members of the company are no: liable in their capacity as Members for
the debts and obligations of the company
GOVERNMENT OF
THE I hITED STATES VIRGIN ISLANDS
-0-
OFF/GE OF THE LIEUTENANT GOVERNOR
DIVISION OF CORPORATION AND TRADEMAPKS
504 %onuses Gale
9.11MOMS, Virgin Islands D0SICE-6437
Sy I . i9, J,ccils 3. dc.lpe,
SDNY_GM_00013284
CONFIDENTIAL
CONFIDENTIAL FerstBankPRO00447
EFTA 00123927
EFTA01269131
ACCOUNT NO.
Mai I241I1R
III
Certificate of Deposit 717-7170105695
03111/2016
ACCOUNT HOLDERS) Branch I
717 I RED HOOK
THOMAS WORLD AIR 1.1O
28144
The amount of
Twenty-Five Thousand Dollars
PRINCIPAL MOUNT MINIMUM BALANCE RATE OF FREQUENCY OF
REQUIREMENT MATURITY DATE INMAL TERM APY
EARNINGS ODWPOSRONG
325,000.00 52 500.00 03111/2017 12 M .700% .700% ANNUALLY
I
PAYMENT DISPOSITION
O CHECK O cAprrAuze ®CREDIT aCOOUNf 7- 7
zeit-P1 SACHOON BLACKWOOD alto
Conine Numbs' Atone by Signabx• I
Receipt for delivery of certificate is hereby acknowledged and the rate, term, and
substantial withdrawal penalty applicable to this certificate has been explained.
TERMS AND CONDITIONS
Account Summary Section
Payment Frequency: ANNUALLY
See the top portion of this certificate.
General Section
This certifies that the Accountholder holds a savings account with the opening balance and for a term eyeing at
the malunty dale shown hereon in FirstErank Puerto Rica (hereafter teemed to aa 'the Bank").
In joint accounts (anct'Or) each deposlor authorizes the other to pledge the account as collateral in a credit
transaction with the Bank. Ai: amounts currently deposited or hereafter depoated or credited to that account
are and shall aterays be in the future. property of the depoators as joint and several creditors of the Bank. and
the Bank can pay such amounts to anyone of the depostors as long as both of them are erne
In the event of death. mental derangement or any type of incapability of depositor. the Bank shad act according
to the law and regulations In effect on this matter
The Bank is autnorized to exercise, at the Urre this certif.:ate becomes payable. the right to set-off against the
funds evidenced by ENS asthenia any Indebtedness or oNigation to the Bank of any draft( or CO-CIODO‘fOf
Other Provisions
This account is subject to other terms and conditions established according to the type of account See
'Account Agreement' of Ms account.
Sipeture
Signature Signature
BANK COPY
NAITKIJ .ceato2
fla$402,
SONY_GM_00013285
CONFIDENTIAL
CONFIDENTIAL FirstBankPR000448
EFTA_00123928
EFTA01269132
Bank CertifiCte of Deposit
Certificate No. 717-7178105695
Interest Rate
-Your certificate coil have an Interest Rate of 700% with an Annual Percentage Yield (APY) of .700%
-The Annual Percentage Yield (APY) assumes principal amount remains on deposit and maturity.
-We guarantee the Interest Rate of your certificate untd its initial maturity date.
Interest Credited
-Interest wdl be compounded annually.
-Interest can be paid in one of the hollering options:
-Credited annually to the certificate or at the maturity date. whichever comes first.
Credited to an account hold in our Bank at a term you select.
-Paid by official check and sent to your marling address.
Interest Calculation Method
-We use the Daily Balance Method to calculate the interest on your certificate.
-This method seelie$ Daily Periodic Rate to the Daily Seance until maturity date.
-We accrue interest to your account starting on the opening date of your certifcate.
Transaction Limitations
-At the maturity date, you may withdraw or deposit additional amounts to your certificate.
Minimum Balance Requirements
-You must deposit $2.500.00 to open your certificate.
Early Withdrawal Penalties
-If you cancel your certificate before the maturity date. the following penalties will be applied according to the
certificate term:
-Certificates with terms of 7 days to a year:
M amount equal to 003 months of interest accrued or earned, or the total interest accrued and/or earned as
of the withdrawal date, whichever is less. based on the principal amount and the interest rate of the certificate
since the opening date or last renewal date. whichever most recent.
-Certificates with terms of a year or more:
An amount equal to 006 months of interest accrued or earned, or the total interest accrued and/or earned as
of the withdrawal date. whichever is less, based on the principal amount and the interest rate of the certificate
since the opening date or last renewal date. whichever most recent.
-In case of death of any of the accountholders. no early withdrawal penalties will be charged.
Renewal Policy
-This certificate will mature on 03111/2017 . This certificate will be automatically renewed at
maturity for the original term at the current rate at maturity date. You have a grace penod of 10 calendar days,
starting on the maturity date, to withdraw the funds without being charged a penalty.
-The terms and conditions indicated in this disclosure. in the Account Agreement, arid our Privacy Policy brochure
constitute the entirety of this Agreement between the Bank and the Depositor in regard to this Account.
-The Depositor certifies that he/she has received a copy of this Agreement. the Account Agreement, and our Privacy
Policy brochure.
IN WITNESS THEREOF. the parties hereof subscribe this Agreement in RED HOOK VI
this 11 day of March. 2016
4 "/" S4A
OEPOSITCR(S)
dedats"-
oEPOSITOR(S)
DEPOSITOR(S) 0EPOWTORM
MOM 100,32
itiroONI
SDNY_GM_00013286
CONFIDENTIAL
CONFIDENTIAL
EFTA_00123929
EFTA01269133
EFTA_00123930
EFTA01269134
SONY_ GM_ 00013287
IFirst Bank CERTIFICATE OF DEPOSIT it.i›Norlby 1%/itAtAtabitew
TRANSACTION FORM„ 71706 / 41045 '1310
9U1
r962.1 firs1Bank
717
[-)-fl co n iM MAR 11'16 \E
am« 01/11/201
O. ❑ Depor.: o East End
8821 ?two,9 621. liegANt Du's' 03/110018
Brandi Account number MOM
717 7178105695 $25,000.00
0
174•15 .313 I_
0
CONFIDENTIAL
1 First Bank
Limited Liability Company
Virgin Islands Letter and Security Agreement
Date 01111,16
We the undersigned Members Managed: or Cuban of THOMAS WORLD AIR LLC
(company)located at 8203 LINDBERG smi SUITE 3ST THOMAS V100802
HEREBY CERTIFY tat Company. a Unite Liability Company fomedburesent to USN Law,
nineInfornacim
rs composed of tee following Members JEFFREY EPSTEIN
aid me totowing Mende or Others): JEANNE BRENNAN
Oeeueha and ulnaea sisal se ziaiWatC0Palsil
To induce you in your &sane lo ad and rely hereon end or he siguilure of any of the designed presentative Managers. Members. Med
employees of agents of Company Dkurrifized Person(a)l. no agree and corny on bailer clCanpany as 4067•4
FirstSank (Sank" is hereby desgnated as depository of Company, and any Authorized Person is *bronzed to deposit or designate for
deposit any bras of Company h Bann at any of its branches. Bank may at any are refuse to accept andtr may return by canary Mal or
Otiennse the wade or any part of a deposit
2 The blown° Oily Wanted Authorized Person(s) JEFFREY EPSTEL JEANNE BRENNAN
Sorg SINGLY
Woe panes* ce wee non mom a a, aremg two. act
and their successors we hereby authorized b sign, by hand or by tacsidle tincludng, but not kneed to compute generated) sifflatfo(s),
checks. drab. acceptances and other Insturnents (hereinafter each oftleolvely referred to ss Iterwall, Neralislaninfl the above, any
Authorized Person is authorized singly to: (1) -OS Animated Oberon House (ACHI debits *Mot a signaked (2) inlean payments by
use of Deponey Transfer Creeks COTO') without a sgralure otter than the rare of Company piled on tie OTC: or (3) gyre lorstructors,
by means ore Tan the signed of an het with respect to ny axone tardenen. induding• tot not limited to the payment transfer or
mthdrawal of hires by wre. computer or other electron mead, or premise. or of money, credits. dens or property at any time hen by Bank
tor account of Company (Instructional
3 Bark is hereby authorized to honor and pay Items. elyithet speed by hand or by facsende (nclucing, but no: /need b. compiler generated)
signature(s). In the case of facsimile signatures. Bank us authorized to pay any hem it the spews, regaraess of how or by whom eked.
and whether or not tie form of sombre used on such nem was actually prepared by a to Company, resembles the specimens floc veh
Bank by Company Bank is furter sueictized to honor and pay OTCs. ACM,. thistuolicris. end oter orders green orgy by any ',Whined
Person mauling such as may bring about or increase an overdraft ad such a may be Orate to or for re benefit of any Authorized Person
or other Manager or Member or employe hdMdualty, without kgny as to the csoumstarces of re issued:eat* disposibon ofte
proceeds toren and inthout imit as to amount
4 Bank is nerety autcnzed to accept for decOSIL for sea:. Or for collection, or ethenoise, Items endorsed by any person or by stern or other
tmlyension in the name or account winter of Company eta/ irquiry as to the eituniSlerCeS of the endorsement or any lack of
endorsement or tie dopeatbe of tie aoceeds
5 The following Authenzed Persons EFFREY EPSTEN
fres te parrs iseeaufweed b itleaters. Wanes Gtr
of Company. sprang SINGLY
(more to. nowt. vo Msbe *nee attack mites eki.
are hereby authorized to stied bans and advances and obtain erect at any fme for Cowpony from Bank (ad guaranbe on behalf of
Company the einem of others to Bank). seared a unsecured: and for such loans and advances and etch and or-waiters to make,
need anti waver promissory notes and other wire obligations 0' evidence of indebtecress of Cowpony, anitabors for kites of credit
inemments of guarantee an indemnty and any %mama* ce undertakings genera: or speak with respect to any of tie foregoirg, and as
secu-rty for the payment on Ions. advances. adebteness. guarantees and liabilbes cf, or aide given to. Company or others to pledge
hypothecate. mortgage. assign transfer, grant liens and security Meets n, gree rights with respect to endorse and delis property ei any
desorption, real Of persona', an: any Merest therein and Science of any thereof al any are hob Of company, ail t emote mortgages.
deeds of trust. sectty agreements. osauments of transfer. assegnrrent a pledge. pewees of attorney and other agreements or inalmerents
which may be necessary or dearabW in coenetlisn there** and also OSP, or decant weft Bark commercial MOW, bits receivable,
aceura tameable. stocks. bomb a any other seines' a property al any erne held by Company. and to that end to endorse assign.
transfer and delves Vie same: to execute and debe instruments or agreements of soboonaten and assignment salistactory to Bank and
also to give any ceders or consents for the delivery, sale, exchange or other dreelpon of any property or interest Penn or entente thereof
belonging to Company and al any are n the hands of Bank. whether as enteral et otherwise, and to execute and darer son other
acternments: instruments and dcannerts and b do such other ads arid rings as may te necessary cr desirable or reduced by Bank in
COrsiscecn win any of the foregoing and Banks hereby authorized to twice, accost and execute any of re tansanons heated above
6 That aft bard, &Wants and advances heretoforeobtained an behalf of Company and at. notes end other °Olga:ions or evidences metal(In
brewing being referred to as ttegatensl of Company Ind by am are hereby approved. rattled, and ccnfinned.
7 Company does hereby give to Bank a confining hen for to /mount deny and all neat; and obligations of Connell to Bank one darns of
every nature ad description of Bank against Company, vitae raw weep or hereafter incirred, orboady contacted with Bark rota et
another a others and now or hereafter owing to or acquired in any manner Cy Bank, nnether conceded by Company alone or forty wrier
riontlerk boot Learef 4 a climb' afre3ww PA") F.X4
tnar.touta
SO NY_GM_00013288
CONFIDENTIAL
CONFIDENTIALFistSank.,
EFTA_0012393 I
EFTA01269135
sever* with another or others. abseute ix cotangent seared or ureecured, messed or unmeant (all of Mich we hereafter calectirely
caeca 'Obligations') toy any an0 al moneys, securlbes and any and a oiler property of Germany and the proceeds thereof, now or
Wearer actudly or constructiveity held or received by din transit in any manner to or tan Bank. its correspondents a agents tomato
Coremte. Wier* fa safekeeping. custody. pedge, transmitaion, collector, or otherwise amine into the possession of Bank in any way.
8. In case of confiding Wens a deputes. or doted an Bank's pan as to to validdy. extent, modheron :moment. a exercise of any of the
euthontes hen* contained. Bank may. but need non recognize red give any effect to any noire horn ar y Manager or Member of Company, or
tern any ceder person purporting to cancel. maid or change any of said autontes. or the exercise thereof, unless Bank is required to do so
by to *vent. decree or order of sown Mere jurbcacfron of lbe subject rarer and of te pales no such connang clakns or deputes
9. Company agrees to be bound by the Terre and Caritas fa Business Accounts and Services. current; in effect and as amended hereafter
as well as any signne cwd, deposit bidet checkbook, passbook, statement of ac our, motet inszurnent document a other agocmcnts
sum as, but not limited bp fumes transfer agreements, delvered or made meld* to Company from Bank and by al notices poster al the
once of Bark at which the account of Company Is Mantilla:1. in oath case will to same erect est/each and every term thereof were set
forth in rug herein and made a part hereof.
10 Bared to paragraph 10 above. al th ei foregone authorities shall reman in ad force and effect until revoked a limbed by written nonce to Bank
provded rat such notice VIA not be effectve with respect to any revocabon or moolkaban of sad author acs sill Bank shall have had a
reasonable opporearty lo act thereon Wenn° event pats- to the receipt of the payment Of money or the *trod of hinds dated on Or prior
to the date of such notice. but presented 10 Bank after receipt of such nonce and Berk is hereby aulteXtred at el times to rely upon the last
notice. cerifixdon or comrnuricakon received by k 86 io the persons who torn time to tine may be signatories of Company, or as to het
respective speciwen signatres andior as to any other Carnally matters. and Bark shall be held harmless in ouch reins.
11. The Managers. Members. and Officers of Company. or any one or more of them are hereon authorized to act for Company h all other matters
and rensarrens reeling to any of Its business with Bank inducing. but not toted co. ale executor, and delvery of any agreements or
contracts necessary to erect We for Resolutions
12 Company hereby represents and warrants that none of the mutates herein contained are contrary to a inconsistent win any other
agreements among Members of Company, or between Company and other parties
13. Bank is hereby released torn any Sablity and ant be iriderrtined against any ion lability or expense arising from honoring tie Agreement.
14. The sdnature(s) berew Woe Me brabrie(s) of the Manager(s), I Corrpany is manager-managed. the sgraire(s) of me Mercers) d
Company is member-managed, or the signabre(s) of the Offwer(s) d Company .s governed by a board of newton.
µOTE: In case the Manager, Member, or Officer is authorked Very truly yours,
to sign by the above provisions. this Agreement should be
signed by a second Manager, Member, of Officer. THOMAS WORLD AIR. U:
Noe OCabom/
8203 LINDBERG BAY SUITE 3 ST THOMAS Y100022
Asaea
By. JEFFREY EPSTEIN
Ter MEMBER
paw." wreak oraleerneel
By: JEANNE BRENNAN
19Ila MANAGER -& -i- Sene ...••
*act at MN Tik)
SDNY_GM_00013289
CONFIDENTIAL
CONFIDENTIAL FirstBankPRO00452
EFTA 0N123932
EFTA01269136
CERTIFICATION OF BENEFICIAL OWNER(S)
The Mf0I171160II containedin this Certification is soughtpursuant
to Section 1020.230 of Title 31of
the UnitedStates Code ofFederal Regulations (31 CFR 1020.230).
Person opening an account on behalf of a legal entity must Acatunt
provide the following information: 7171040306
1. First Nameand tide d Natural Penton Openhig Account
2. Last None 3. MiddleInitial
JEFFREY
EPSTEIN E
4. NOM end I . of Legal Entity for With the Account S Being Opened
THOMAS WORLD AIR, U.0
as Legal Entity Address 4b. City a Stele 4d. ZIP/Postal Code
6100 Red Hook Quarter 63 St. Thomas USV? 00802
SECTION I
(roaddellitienelinefnaduets soy page 3)
Please prowlsthefollowing ineorrnyon for an Individuel(s), I any. who. creepily a indirectly. through
any contract arrangement.
understardng. relationahlp, a others's/ owns 20%0 mom of the ItlalitY
infests d the legal antitY sated above.
Check here 0 if no Individual meets this definition sod complete Section I.
S. First Name 6. Last Name 7. MI. 10. Data of Birth
Jeffrey Epstein E 1 01/20/1953
9. Address 10. Cfty 11. State 12. ZIP/Postal Code
6100 Rod Hook Quarter 83 St Thomas USVI 00802
13. Country 14. esti ma pracewmous perscou 15. Itionlincation *sober (Side Pasmatemberceonor Order
ranted
USA
a n
Me State of Issuance: Mb. Country of Issuance: 16. Ownenthip%
USA USA 100
eines/ ors pawed numlom Non-U.S. Peron may also(sift a &MO Seaway Munto on Mien idanotcOmn can number. a number
and coney at (ewes. (1( MY VIM pormarrOntalart doormen. evidencing natonsey a residence and
manna a pnaterson air swat
+Sent°
SECTION II
Please provide the following information for an edisidual with perificant reaconsioWitN for managing or directing the entity. including, an
executive &neer or senior manager (e.g.. Chet Execs/Mg Officer. Creel FinanOot Olfoor, Chef Operating Officers Managing Member.
General Partner. President We President Treasurer); or My other Maya/Jet who regularly performs similar funtdens.
17. First Name 18. Last Name It MI 20. Date of Birth
Jeffrey Epstein E 01/20/1953
21. Address 22. City 23. State ZIP/Pootal Code
6100 Red Hook Quarter B3 St Thomas I USVI 00802
25. Country 26. UN SIM (US Penirle/NaHAS Penang 27. identification riaotessatotenteroroteraimbr
anneal
USA
27a. State of Issuance 270. Country stance:
USA USA
tam M ma dpi OUPOrt manse, Non-U.S. Poisons may also guide a Scowl Sownly Mote en Men elvs-acanon card mambo, cr mimeo(
and county d iforano* 0( Oro Odor perveervnenfmved doomed aviamang MOOOOMY a rterforco and soma a Ontario?, or Water
inward.
JE EPSTEDI ( ofperson opetii3g.aaru), lately atop. to the best ofmy km.,ledge, that the
irdorman provided herein i the of the above mentioced Informadon changes I agree to provide the
financial f don written
Sigazerc Art. Sallikalfeati
;OO n 1,
WSNG-1613-0418 Page 2 :4
SDNY 13290
CONFIDENTIAL
CONFIDENTIAL FustBankPRO00453
EFTA_00123933
EFTA01269137
CONFIDE.AL
CONFIDENTIAL
EFTA,123O34
EFTA01269138
Additional Section 1- Second Beneficial Owner{If required)
Please provide the following intention for an individual(s), deny, who tiredly or herreoiy, through any contract arangement
underdardirg, relabonship. a Mends° owls 20% or woad the intentsM the IpM itritilY 91trd Matt
5. First Name 0. Last Name 7. M.I. S. Date of Birth
9. Address 10. City 11. State 12. MINPotaal Code
10. SSN RISPestraINOne.S. Pelona) IS. idendfloation Nienber gime paserogresisorrforeursw
13. Country kfinaketonnamed
15a. Stabs of Issuance: 15b. Country ofIssuance: 119. Ownership %
asin Mew of a peepOrt Mater. Alowitg. Persons may else provide a Social Security Number, an Men fdeneceen card number. of wince,
and =entry of imams or any other winomnstinhessueff Oconee "Mande° nationally of essicienca and been; a photograph or sm..,
safeguard
Additional Section 1- Third Beneficial Owner (pivot's*
Please provide Me Coltman; information for en indlimluaXs), dary. who. directly or Incerecty. through any contract arrangement.
understanding. relationship, or otherwise owns 20% or more of the epuiy interests of the legal erhbty listed above.
5. First Name 6. Last Name 7. Mi. S. Date of SIrth
9. Address 10. City 111. State 12. al:I/Postal Code
I
r Number (SEN. AltipOrtMotircrobliittilv
14. SSW pi.S.Prnotra,MY108.00reCinal It Identication
13. Country iseratwormce0
15a. State of Issuance: 150. Country of Issuance: 16. Ownership %
tin u sett as paktpol mamba; NanU.S Person raw Wee pax** a Sod Sooty Mantdr. an Men tarefaNralen sat ourntlit r mater
aid county of iflimneir of any ether govemmeneknuad doeumerir eviarnang money or Mdfdalc• and OWleg a pfrologritoft or *near
safeward.
Additional Section 1- Fourth Beneficial Owner (If required)
Phase provide the folktrAng information for an inciaddua(s), Pany. who, drectly or hdirecUy. through any contract enurement.
und .nsletcush•• a otherwise owns 20% a more of the u interests of the legal en ' listed above.
6. First Name Last Name 7. MS S. trete ef Birth
9. Address 10. City 11. State 12. DP/Postal Code
S. identification Number Mx Peseportmetworofteergs
14. 5$5 (LtawsnensincaLa Persona Gras&17rantel
13. Country
155 Country of Issuance: 10. °emended %
154 Male of lean=
NEI it eau of a POMO* number, Nos41.5. Peron may also proves a Social Seca* Minter, on alien wi semoshon eat mots; or number
and may 01Iniarle• ay saw gorammentessued document evidences/ mucosity or residence and baring a sActagr•011 or similar
wdepeard.
ble10-1618.04ts Pap 40(5
SDNY 13292
CONFIDENTIAL
CONFIDENTIAL FirStBankPR000455
EFTA 00123935
EFTA01269139
Additional Section 1- Fifth Beneficial Owner (If required)
Please provitle theta:swing Infcanaeonfor an irkevidual(s). If any. who. erectly or indirectly. trough any contract arrangement.
urxlerstanring. relationship. or °Menem orens 20% cr more of the oourcy interests ti the legal entity fisted above.
5. First Name f t Last Name 7. M.t. J A Date of Birth
9. Address 1 C.Ity 11. State 12. ZIP/Postal Code
14. 15861 AM Parsons/ Nce-V.S. ~tog IS. Identification Number rSZint Pause« /Amber crater on&
13. Country olinstlargat nun»)
Ille. Stated aquae= 15b. Country of Issuance: 16. Ownership %
fri eau of • passport nueby Atonal& ~sons may also prowls • Sofa; Sewn", Prurcter an alien risrlfration card number. or number
and country of Shed cf wry «hit genemmonfassunt document evaitnnna nannnaRy cc restnense and Cawing • photograph or ~Os
safeguard.
Additional Section I - Sixth Beneficial Owner/gr.:guinea
Please pro kle the following irdcrmation for an indiviclual(s)[. if any. who. directly or Indlred1y. trough any contract arrangement,
understandrig, relabonship. &otherwise tams 20% or more ti the equity interests cr the legal enhy Wet above.
es First Name 6. Last Name 7. MI 8. Date of Birth
9. Aridness 10. City 11. State 12. MP/Postal Code
15. Identification Number (5Syg. ~spot~et cr olwatrilm
13. Country 14. UN WS.Preores1~4i S. Pawns) gertameon "morn
15s. State of Issuance: 15b. Country of Issuance: 16. Ownership %
La In tau of a passpze ~ate. Nors2SS. Penton* May SO prouici• • ~al Shcunry rrninfec an plan klenerafltin Pee norrdnf or number
and country or carte of any other gOventrileitt~ gocummt tivittscuPng ~Cry or ~data and ~dial • adOtarada Of eimer
Wayward
Additional Section 1 - Seventh Beneficial Owner (If required)
Please provide the following intorrration for an indeiduaks). Warw. who. cite* or Indio" through any contrfl arrwatemant,
Øecdadeip,relaØshi or othwvase owns 20%& more ti the equity testate Of the Ie9al entitylisted above.
5. First Name 6. Last Name 7. M.I. 6. Date of Birth
6. Address i 10. City 11. State 12. ZIP/Postal Cade
15. Identification Number (SW.Panne altenbarepollerssnlar
14. 6SN (IIS PflOssI htehlin% ~Ora) cevercatonnuned
13. Country
isa. State of Issuance: filla Cony of Issuance: It Ownership %
on is mu are pas nit ernIttnon-U.$. P.NOCal May also prorla a Sarte $•ounty ~tor. si apt klYtteCatIon ordnot*" et numb,'
end aunty a ~wee CI fey erler gosernentesuad deam..W trancrnoi ~may or Wora and Saneg a photograph a Molar
setbsuerd.
letN0-1618601 her era
SDNY_GM_00013293
CONFIDENTIAL
CONFIDENTIAL
FIfste R000456
EFTA 00123936
EFTA01269140
1 First Baia Name and Address Intenance Form (RIA)
BrWch: Waterfront-Platinum Banking
Customer Name: Thomas World Air LLC
❑ TBA 0 All Record, 2/2E/2019
Maintenance to:
O The Customer Relationship
O TM Following Accounts: O Gadit Card Account Number:
Account: 7171043305 Account Amu*
Account Account: Account
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Actual Name: Jeffrey E. Epstein
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INNENCIARY SAMRELATI0N:C0DE AND PERCENTAGE OFirirNEI SHIPAIIMP SCREEN
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