0001 1 2 HIGHLY CONFIDENTIAL 3 4 UNITED STATES DISTRICT COURT 5 SOUTHERN DISTRICT OF NEW YORK 6 -----------------------------------x 7 IN RE SEPTEMBER 11 LITIGATION 8 No. 21 MC 97 (AKH) 9 -----------------------------------x 10 December 5, 2006 9:41 a.m. 11 12 Videotaped Deposition of Cross-Claim 13 Plaintiffs by MICHAEL LEVY, taken 14 pursuant to Notice, at the offices of 15 Simpson Thacher & Bartlett, 425 16 Lexington Avenue, New York, New York, 17 before ERIC J. FINZ, a Shorthand 18 Reporter and Notary Public within and 19 for the State of New York. 20 21 22 23 24 25 0002 1 2 A P P E A R A N C E S: 3 MOTLEY RICE LLC Attorneys for Plaintiffs 4 28 Bridgeside Boulevard P.O. Box 1792 5 Mt. Pleasant, SC 29465 6 BY: DONALD A. MIGLIORI, ESQ. 7 8 SPEISER KRAUSE NOLAN & GRANITO Attorneys for Plaintiffs 9 140 East 45th Street New York, New York 10017 10 BY: FRANK H. GRANITO, III, ESQ. 11 12 GREGORY P. JOSEPH LAW OFFICE LLC 13 Attorneys for Plaintiffs 805 Third Avenue 14 New York, New York 10022 15 BY: DOUGLAS J. PEPE, ESQ. 16 17 KEITH E. HARRIS, ESQ. THE PORT AUTHORITY OF NEW YORK & 18 NEW JERSEY 225 Park Avenue South 19 New York, New York 10003 20 21 ZELLE HOFMANN VOELBEL MASON & GETTE Attorneys for Property Plaintiffs 22 1201 Main Street Dallas, Texas 75202 23 BY: STEVEN J. BADGER, ESQ. 24 25 0003 1 2 A P P E A R A N C E S: (Continued) 3 FLEMMING ZULACK WILLIAMSON ZAUDERER LLP 4 Attorneys for World Trade Center Properties 5 One Liberty Plaza New York, New York 10006 6 BY: RICHARD WILLIAMSON, ESQ. 7 CATHI A. HESSION, ESQ. -and- 8 JASON T. COHEN, ESQ. 9 10 QUIRK & BAKALOR, P.C. Attorneys for United Air Lines, Inc. 11 845 Third Avenue New York, New York 10022 12 BY: JEFFREY J. ELLIS, ESQ. 13 -and- ANOUSHKA BAYLEY, ESQ. 14 15 MAYER BROWN ROWE & MAW 16 Attorneys for United Air Lines, Inc. 71 South Wacker Drive 17 Chicago, Illinois 60606 18 BY: JOSHUA P. KOLAR, ESQ. 19 20 CONDON & FORSYTH LLP Attorneys for American Airlines 21 7 Times Square New York, New York 10036 22 BY: VICTORIA A. TURCHETTI, ESQ. 23 24 25 0004 1 2 A P P E A R A N C E S: (Continued) 3 DEBEVOISE & PLIMPTON LLP Attorneys for American Airlines 4 919 Third Avenue New York, New York 10022 5 BY: ROGER E. PODESTA, ESQ. 6 7 GALLAGHER GOSSEEN FALLER & CROWLEY 8 Attorneys for Delta Air Lines, Inc. 350 Fifth Avenue 9 New York, New York 10118 10 BY: MICHAEL J. CROWLEY, ESQ. 11 12 ST. JOHN & WAYNE LLC Attorneys for Continental Airlines 13 Two Penn Plaza New York, New York 07105 14 BY: DOUGLAS H. AMSTER, ESQ. 15 16 CAMPBELL CAMPBELL EDWARDS & CONROY 17 Attorneys for U.S. Airways One Constitution Plaza 18 Boston, Massachusetts 02129 19 BY: RICHARD P. CAMPBELL, ESQ. 20 21 CONNELL FOLEY Attorneys for Colgan Air 22 85 Livingston Avenue Roseland, New Jersey 23 BY: JEFFREY MORYAN, ESQ. 24 25 0005 1 2 A P P E A R A N C E S: (Continued) 3 BROWN GAVALAS & FROMM Attorneys for America West Airlines 4 and Midwest Airlines 355 Lexington Avenue 5 New York, New York 10017 6 BY: KEVIN HOTTER, ESQ. 7 8 McLAUGHLIN & STERN LLP Attorneys for ICTS International NV 9 260 Madison Avenue New York, New York 10016 10 BY: JON PAUL ROBBINS, ESQ. 11 12 JONES HIRSCH CONNORS & BULL P.C. 13 Attorneys for Globe Aviation Services Corp. 14 One Battery Park Plaza New York, New York 10004 15 BY: JAMES P. CONNORS, ESQ. 16 -AND- 17 LORD BISSELL & BROOK LLP 18 111 South Wacker Drive Chicago, Illinois 60606 19 BY: ANN C. TAYLOR, ESQ. 20 21 SIMPSON THACHER & BARTLETT LLP 22 Attorneys for Argenbright 425 Lexington Avenue 23 New York, New York 10017 24 BY: LAURA D. MURPHY, ESQ. 25 0006 1 2 A P P E A R A N C E S: (Continued) 3 RICHARDS KIBBE & ORBE LLP Attorneys for Boeing 4 One World Financial Center New York, New York 10281 5 BY: BRIAN S. FRASER, ESQ. 6 7 PERKINS COIE LLP 8 Attorneys for Boeing 1201 Third Avenue 9 Seattle, Washington 98101 10 BY: THOMAS J. McLAUGHLIN, ESQ. 11 12 DOMBROFF & GILMORE, P.C. Attorneys for Metropolitan 13 Washington Airports Authority 40 Broad Street 14 New York, New York 10004 15 BY: KAREN M. BERBERICH, ESQ. 16 17 GALLAGHER GOSSEEN FALLER & CROWLEY Attorneys for Port Authority of NY & 18 NJ, Operator of Newark Airport 350 Fifth Avenue 19 New York, New York 10118 20 BY: AMY L. RUINA, ESQ. 21 22 SCHIFF HARDIN LLP Attorneys for Port Authority of 23 NY & NJ 623 Fifth Avenue 24 New York, New York 10022 25 BY: DONALD A. KLEIN, ESQ. 0007 1 2 O'MELVENY & MYERS LLP 3 Attorneys for Massachusetts Port Authority 4 7 Times Square New York, New York 10036 5 BY: LUKE SOSNICKI, ESQ. 6 -AND- 7 GOODWIN PROCTER LLP 8 Exchange Place Boston, Massachusetts 02109 9 BY: GREGORY J. COMEAU, ESQ. 10 11 12 SUSMAN GODFREY, LLP Attorneys for Huntleigh USA 13 1901 Avenue of the Stars Los Angeles, California 90067 14 BY: DAVID H. OROZCO, ESQ. 15 16 17 18 ALSO PRESENT: 19 MATTHEW CHAVEZ, Videographer 20 EDWARD D. TANENHAUS, ESQ. 21 22 23 24 25 0008 1 2 THE VIDEOGRAPHER: This is 3 the video operator speaking, Matthew 4 Chavez of LegaLink Action Video, 420 5 Lexington Avenue, New York, New York. 6 Today is December 5, 2006, and the time 7 is 9:41 a.m. 8 We are at the offices of 9 Simpson Thacher, 425 Lexington Avenue, 10 New York, New York, to take the 11 videotape deposition of Michael Levy, 12 in the matter of in re 9/11 Litigation. 13 In the United States District Court, 14 Southern District of New York. 15 Counsel please voice 16 identify themselves for the record. 17 MR. WILLIAMSON: Yes, let me 18 first make a correction, it's not the 19 deposition of Michael Levy, it's 20 actually the deposition of cross-claim 21 plaintiffs, World Trade Center 22 Properties LLC, 1 World Trade Center 23 LLC, 2 World Trade Center LLC, 4 World 24 Trade Center LLC, 5 World Trade Center 25 LLC, and 7 World Trade Company, L.P., 0009 1 MICHAEL LEVY - Highly Confidential 2 which are defined in the notice to take 3 the deposition as the cross-claim 4 plaintiffs. We've agreed I think to 5 refer to them in this deposition as the 6 cross-claim plaintiffs. 7 My name is Richard 8 Williamson, I'm with Flemming Zulack 9 Williamson Zauderer, LLP, representing 10 the cross-claim plaintiffs at this 11 deposition. 12 MR. ELLIS: Jeffrey Ellis, 13 attorney for United Airlines. 14 THE VIDEOGRAPHER: Will the 15 court reporter, Eric Finz of LegaLink, 16 please swear in the witness. 17 M I C H A E L L E V Y, 18 having been first duly sworn by the 19 Notary Public (Eric J. Finz), was 20 examined and testified as follows: 21 EXAMINATION BY 22 MR. ELLIS: 23 Q. Mr. Levy, good morning, my 24 name is Jeffrey Ellis, I'm here on 25 behalf of United Airlines. Can you 0010 1 MICHAEL LEVY - Highly Confidential 2 please state your name and address for 3 the record, please? 4 A. Michael Levy. And you want 5 the home address? 6 Q. Please. 7 A. 39 Phaetons Drive, I'll 8 spell that for you, P-h-a-e-t-o-n-s, 9 Drive, Melville, New York 11747. 10 Q. And can you tell me, sir, 11 on behalf of which entities you're 12 being produced here as a witness today? 13 A. Cross-claim plaintiffs. 14 Q. And those are the 15 plaintiffs that were identified by Mr. 16 Williamson? 17 A. Yes. 18 Q. Can you tell me your 19 current position for each such entity, 20 for each of the entities that were 21 listed? 22 A. Senior vice president for 23 all of the entities. On 1, 2, 4, 5, 24 and with respect to 7 World Trade 25 Center I am vice president finance. 0011 1 MICHAEL LEVY - Highly Confidential 2 Q. Is there a reason why you 3 have a different title for that entity? 4 A. Not really. 5 Q. And that's 7 World Trade 6 Company, L.P.? 7 A. Yes. 8 Q. And as of 9/11, can you 9 tell me what your position was for each 10 of those entities? 11 A. On 7 World Trade Center it 12 was the same. On World Trade Center -- 13 World Trade Center Properties 1, 2, 4, 14 5, it was vice president. 15 Q. And is there a difference 16 in responsibility that you have today 17 as opposed to what your 18 responsibilities were on 9/11? 19 A. No. 20 Q. And can you tell me how 21 long you were employed by each of those 22 entities, when did you first begin your 23 employment? 24 A. I am not employed by either 25 of those entities. I am employed by 0012 1 MICHAEL LEVY - Highly Confidential 2 Silverstein Properties. 3 Q. And what is your position 4 at Silverstein Properties? 5 A. Chief financial officer. 6 MR. WILLIAMSON: I think 7 Mr. Levy is using the shorthand, 8 Silverstein Properties, Inc. If that's 9 okay, Mr. Ellis, he can just refer to 10 it that way. 11 MR. ELLIS: That's fine. 12 Q. Can you tell me, Mr. Levy, 13 when you first became employed by 14 Silverstein Properties? 15 A. 1997. 16 Q. And at that time can you 17 tell me what your position was? 18 A. Chief financial officer. 19 Q. And can you give us a 20 background of your prior employment 21 history before you went to work for 22 Silverstein Properties? 23 A. Prior to joining Silverstein 24 Properties, I was tax partner and then 25 an audit partner at the accounting firm 0013 1 MICHAEL LEVY - Highly Confidential 2 of Friedman LLP. 3 Q. Can you explain what the 4 relationship is between Silverstein 5 Properties and the cross-claim 6 plaintiff entities? 7 A. Silverstein Properties on 7 8 World Trade Center was the managing 9 agent, it would basically run or 10 supervise the operations of the 11 building. On World Trade Center 12 Entities 1, 2, 4 and 5, it was an 13 affiliate of the managing agent. 14 Q. And who was the managing 15 agent for those entities? 16 A. Silverstein WTC Management 17 LLC. 18 Q. And can you tell us, can 19 you explain the relation of those 20 various entities that you've identified 21 to the operation of World Trade Center? 22 A. Silverstein WTC Management 23 LLC was going to be the managing agent 24 for the World Trade Center interests, 25 they would do management of the 0014 1 MICHAEL LEVY - Highly Confidential 2 property, they would do leasing to 3 tenants, they would oversee the 4 operations of the property. 5 Q. And when you say the 6 property, did that include the towers 7 as well as the 7 World Trade Center 8 buildings, the other buildings? 9 A. No, when I talk about 10 property in this case, when I talk 11 about Silverstein WTC Management, it's 12 with reference to 1, 2, 4 and 5. 13 Q. So Silverstein Management 14 was going to oversee the operations for 15 1, 2, 4 and 5 World Trade Center. Who 16 was going to oversee the management for 17 the other buildings on the complex? 18 A. We did not have a leasehold 19 interest or a lease interest in the 20 other properties. It would be The Port 21 Authority, could have been the 22 Marriott. 23 Q. Now, included in their 24 oversight of the various operations, 25 was there any oversight with respect to 0015 1 MICHAEL LEVY - Highly Confidential 2 security related functions? 3 A. Yes. 4 Q. And can you tell us who, 5 how that security function was handled 6 within the operation of Silverstein 7 management? 8 MR. WILLIAMSON: Is that 9 before 9/11? 10 MR. ELLIS: Before 9/11, 11 yes, that's correct. 12 A. We would work in conjunction 13 with the Port Authority in making sure 14 that the facility was secure and 15 looking at various methods of security 16 for the complex. 17 Q. We are going to get into 18 that in a little bit more detail. But 19 let me just back up a little bit for 20 your background. 21 Can you tell us what your 22 educational background is? 23 A. I have a BS from Lehman 24 College. And that was a bachelor of 25 science in accounting. 0016 1 MICHAEL LEVY - Highly Confidential 2 Q. And you indicated you were 3 a partner at a CPA firm, or you were a 4 CPA at an accounting firm. The 5 Friedman? 6 A. LLP. 7 Q. And how long had you worked 8 there? 9 A. Twenty years. 10 Q. Did you begin working there 11 right out of college? 12 A. Actually I had, before 13 joining them I worked for Equitable 14 Life in their real estate department. 15 Q. Did you ever have any risk 16 management training? 17 A. No. 18 Q. From 1997 when you began 19 your employment at Silverstein 20 Properties, through 9/11, did you ever 21 have any risk management training of 22 any type? 23 A. When you say risk 24 management, can you be a little more 25 specific, please? 0017 1 MICHAEL LEVY - Highly Confidential 2 Q. Sure. Did you have any 3 input with respect to establishing 4 budgets for Silverstein Properties in 5 any of the World Trade Center entities 6 that we referred to? 7 A. Yes. 8 Q. And included in that 9 budget, were there budget items for 10 security functions? 11 A. Yes. 12 Q. And did you have any 13 training with respect to establishing 14 budgets for those types of functions? 15 A. Preparing the budgets or 16 supervising the output? 17 Q. Determining what the 18 appropriate budget should be. 19 A. The appropriate line items 20 in those particular budgets were 21 created by operations. And 22 incorporated into a larger budget for 23 the project. 24 Q. And my question to you is, 25 did you have any training with respect 0018 1 MICHAEL LEVY - Highly Confidential 2 to determining whether the line items 3 for those budget amounts were 4 appropriate or excessive or too little? 5 A. It was my analysis is more 6 analytical in the sense that on the 7 financial side I would look a number 8 and compare it to comp at other 9 properties. I would look at what the 10 prior ownership had used. What the 11 recommendation from the operations 12 department said it should be. All 13 those factors would come into a 14 decision, and you'd make a decision as 15 to whether the line item was adequate 16 or not. 17 Q. Did you factor into your 18 decision making process any principles 19 of risk management that may change from 20 year-to-year depending upon what the 21 threat or the risk might be? 22 A. The people involved in the 23 operations department would make that 24 determination as to what they felt the 25 appropriate budget would be. I would 0019 1 MICHAEL LEVY - Highly Confidential 2 get their product and I would look at 3 it again, as I said, on an analytical 4 basis. 5 Q. Right. And I don't mean to 6 nitpick on this, I'm just trying to 7 figure out the analytical basis that 8 you used. You mentioned you would 9 compare it to prior year's costs, comps 10 for other similar types of buildings. 11 A. I said other properties. 12 Q. Other properties, okay. 13 And I'm really probing at 14 this point to see did you factor into 15 your analysis, when you were going over 16 those items, any principles of risk 17 management threat-related decisions in 18 terms of establishing a budget? 19 A. The individuals who prepared 20 the budget, as I had said previously, 21 would be the ones to make that 22 determination. 23 Q. And who prepared the budget 24 with respect to security at Silverstein 25 prior to 9/11? 0020 1 MICHAEL LEVY - Highly Confidential 2 A. Chi Chu. 3 Q. Can you spell that for the 4 record, please? 5 A. C-h-i, C-h-u. 6 Q. And can you describe who 7 that individual is? 8 A. At that time he was a 9 director of operations for all of the 10 Silverstein entities. And as part of 11 his function he would get involved with 12 the various aspects of running an 13 office building; security, utilities, 14 maintenance. 15 Q. Is Mr. Chu still employed 16 by Silverstein? 17 A. Yes, he is. 18 Q. What is his position? 19 A. Director of operations. 20 Q. And that's for Silverstein 21 Properties? 22 A. When I say Silverstein 23 Properties, it's a generic meaning for 24 all the entities that we have under 25 management. 0021 1 MICHAEL LEVY - Highly Confidential 2 Q. So he's still employed by 3 the cross-claim plaintiffs, or does he 4 have a position with respect to the 5 cross-claim plaintiffs? 6 A. With respect to 7 World 7 Trade Center, yes. With respect to 1, 8 2, 4, 5, there are no buildings to 9 manage, therefore he is not involved 10 with that process at this point. 11 Q. Those entities are still 12 legal entities though; am I correct, 1, 13 2, 4 and 5? 14 A. Yes. 15 Q. Does he have a title with 16 respect to those entities? 17 A. No. 18 Q. And I'm sorry, his title 19 with respect to 7 World Trade Center? 20 A. He does not have a title on 21 7 World Trade Center. 22 Q. And what is his position 23 with respect to that company? 24 A. He's an employee of the 25 management company, Silverstein 0022 1 MICHAEL LEVY - Highly Confidential 2 Properties, Inc. 3 Q. Did you meet with Mr. Chu 4 with respect to preparing for this 5 deposition? 6 A. I spoke to Mr. Chu, yes. 7 Q. Now, in preparation for 8 your testimony today, I assume you must 9 have had meetings with your attorneys, 10 and I'm not going to ask you what you 11 discussed. Is that correct? 12 A. Yes. 13 Q. And you've indicated you 14 spoke to Mr. Chu. Did you speak to 15 Mr. Chu with respect to the subjects 16 that the notice for deposition was to 17 address? 18 A. Yes. 19 Q. Did you review any 20 documents in preparation for this 21 deposition? 22 A. Yes. 23 Q. Could you identify what 24 those documents were? 25 A. I reviewed the net leases 0023 1 MICHAEL LEVY - Highly Confidential 2 for 1, 2, 4 and 5 World Trade Center. 3 I reviewed the document called the 4 REOA, which is the reciprocal easement 5 and operating agreement for World Trade 6 Center. I reviewed the GMAC offering 7 circular. I reviewed a report prepared 8 from AIW. I also reviewed deposition 9 testimony from various employees of 10 Silverstein Properties. And that's a 11 just -- I can go on and on and on if 12 you'd like. 13 Q. Did you bring copies of 14 those documents with you today? 15 A. I did not bring copies of 16 those documents. 17 Q. Do you know if copies of 18 those documents are present today? 19 A. I'm not sure. 20 Q. I'm actually going to ask 21 you to list the documents that you did 22 go through, I know you said you could 23 go on and on and on. To the best of 24 your recollection could you give us a 25 list of all of the documents that you 0024 1 MICHAEL LEVY - Highly Confidential 2 did review. 3 A. In broad categories or do 4 you want something more narrow? I 5 mean, give me an idea of how detailed 6 you want to get. 7 Q. I would like to be able to 8 identify and request copies of those 9 documents. So if you could be as 10 specific as possible, that would be 11 helpful. 12 A. Sure. 13 MR. WILLIAMSON: Just for 14 the record, copies of them have long 15 since been produced to aviation 16 defendants. But you can keep listing. 17 THE WITNESS: Okay. 18 MR. ELLIS: Not to quibble, 19 Mr. Williamson, when you say long since 20 been produced to the aviation 21 defendants, I'm not sure I understand 22 what you're referring to. 23 MR. WILLIAMSON: Well, I 24 think most of the documents that he 25 referred to were produced in 2004. 0025 1 MICHAEL LEVY - Highly Confidential 2 MR. ELLIS: I believe that 3 production in 2004 was in response to a 4 demand by the wrongful death plaintiffs 5 to your entity as a defendant. And I 6 believe that the production was to the 7 plaintiffs in the case in response to a 8 separate discovery demand. That's not 9 to quibble, that their documents may 10 not be included in that production, but 11 I think to characterize the production 12 as a long ago production to the 13 aviation defendants is where I would 14 differ. 15 MR. WILLIAMSON: Well, they 16 were produced and made available to the 17 aviation defendants on or about 18 February 9, 2004. The only category 19 that Mr. Levy listed that were produced 20 more recently I think were the 21 deposition transcripts that he referred 22 to. 23 MR. ELLIS: I believe, 24 Mr. Williamson, again, not to quibble, 25 they were produced to the plaintiffs' 0026 1 MICHAEL LEVY - Highly Confidential 2 liaison counsel and we got a copy of 3 the letter indicating they were being 4 produced to the plaintiffs' liaison 5 counsel. And again, it was in response 6 to their request to you folks as a 7 defendant. 8 We are, I want to thank 9 Mr. Cohen, who's been helpful to us 10 over the last few days trying to 11 identify these documents, but it has 12 been a Herculean task, I don't think I 13 overstate it, to go through these 14 various documents that have been 15 produced, some as recently as 16 yesterday. We are going to do the best 17 we can, but in terms of moving this 18 deposition along today, if we could 19 have Mr. Levy identify as specifically 20 as he can what these different 21 documents are, that will help us 22 identify and look at the relevant ones. 23 MR. WILLIAMSON: That's 24 fine. I think he's done that to some 25 extent. 0027 1 MICHAEL LEVY - Highly Confidential 2 MR. ELLIS: I think he 3 started. 4 MR. WILLIAMSON: If you can 5 remember any other documents you looked 6 at, please tell Mr. Ellis. 7 A. I looked at the employment 8 file of John O'Neill. I looked at a 9 document produced by GMAC -- I'm sorry, 10 produced on their behalf from Property 11 Solutions. Which was a report used 12 when GMAC loaned us the money to 13 acquire the leasehold interest of 1, 2, 14 4 and 5. And at this point -- I know I 15 looked at a lot of other documents, I 16 just can't recall exactly what they 17 are. 18 Q. In terms of the documents 19 that you've identified so far, you 20 indicated that one document you 21 referred to as AIW. What document is 22 that, can you describe that in more 23 detail? 24 A. That was a report prepared 25 by a consultant which talked about -- 0028 1 MICHAEL LEVY - Highly Confidential 2 was for the benefit of the insurers in 3 placing the insurance for our 4 acquisition of the leasehold of 1, 2, 4 5 and 5. 6 Q. And who is AIW? 7 A. It's an outside consulting 8 company. 9 Q. Do you know, are those 10 initials or is that the formal name of 11 the company, AIW? 12 A. I don't recall. 13 Q. And what was this report 14 concerning? 15 A. In going out and trying to 16 place the largest insurance placement 17 at the time, it spoke about things like 18 maximum foreseeable loss, it spoke 19 about other items that the insurance 20 companies might need in terms of trying 21 to assess whether they would want to 22 write the risk or not of placing 23 property insurance at the World Trade 24 Center site. 25 Q. And was one of the issues 0029 1 MICHAEL LEVY - Highly Confidential 2 that was addressed in that report, and 3 that was of interest in the insurance 4 placement, the risk of a terrorist 5 attack? 6 A. It made reference to the '93 7 bombing. 8 Q. And do you know what that 9 reference was? 10 A. If you let me see the 11 document I'll be more than happy to 12 refresh my memory. 13 MR. COHEN: Has everyone in 14 this room signed the acknowledgement to 15 the confidentiality order? Is there 16 anyone who has not? 17 MR. CAMPBELL: I have not. 18 MR. MIGLIORI: I haven't. 19 MR. CAMPBELL: Do you take 20 paragraph 5 of this order to shift the 21 burden of establishing confidentiality 22 to the objecting party? Because that's 23 contrary to the law. 24 MS. HESSION: We don't 25 interpret it at all. It's issued in a 0030 1 MICHAEL LEVY - Highly Confidential 2 different litigation by a different 3 judge. These documents were produced 4 to us under the terms of the 5 confidentiality order and we are making 6 them available here under the terms of 7 the same order. 8 MR. CAMPBELL: There is no 9 confidentiality order in our case? 10 MS. HESSION: There is a 11 confidentiality order in our case. 12 MR. CAMPBELL: Are you 13 trying to make this confidentiality 14 order applicable to these documents in 15 this case? I don't have a problem with 16 signing a confidentiality order, as 17 long as you retain the obligation to 18 establish the confidence. The 19 confidentiality of the materials. I 20 don't have that obligation, you do. 21 MR. WILLIAMSON: Well, the 22 only way we got these documents was by 23 agreeing to receive them under that 24 order, which governs them. And to 25 produce them to anyone who's willing to 0031 1 MICHAEL LEVY - Highly Confidential 2 sign, agree to be bound by that order. 3 If you want to at some subsequent point 4 challenge some provision of Judge 5 Martin's order that you don't agree 6 with or something, you're free to do 7 that. 8 But we didn't have any part 9 in the crafting of that order, we 10 simply inherited it. And we are duty 11 bound to have people who receive the 12 documents or attending the deposition 13 about which Mr. Ellis is going to 14 question on the documents, agree to be 15 bound by it. Or not stay. Those are 16 the terms under which we received them. 17 And made them available to Mr. Ellis 18 and any other aviation defendant that 19 wanted them. 20 MR. ELLIS: I just, just 21 again so we are clear. We've just 22 gotten these documents. And indeed we 23 had to execute a confidentiality order 24 to see them. And prepare for this 25 deposition. 0032 1 MICHAEL LEVY - Highly Confidential 2 Insofar as the objection 3 that Mr. Campbell raises, it's well 4 taken, and I respect, Mr. Williamson, 5 your position that you're bound by the 6 order. I think that my discussion with 7 Mr. Cohen when we first signed these 8 confidentiality agreements was that 9 we'd be happy to sign them, to look at 10 them, and then proceed accordingly and 11 maybe modify things if necessary. 12 For the purposes of today's 13 deposition -- for the purposes of 14 today's deposition, if everyone was 15 okay signing it, and as long as we're 16 clear that you don't have a stake in 17 our advising, for instance, Judge 18 Hellerstein or Judge Martin, as the 19 case may be, that we believe the terms 20 of this order would be contrary to the 21 purposes of this litigation, then we 22 can raise that objection, specifically 23 the objection that Mr. Campbell just 24 referred to, which I would assume none 25 of us would really quibble with as long 0033 1 MICHAEL LEVY - Highly Confidential 2 as the judge was willing to alter it in 3 some way. Is that acceptable? 4 MR. WILLIAMSON: Not quite. 5 If Mr. Campbell wants to take issue 6 with one or more provisions of the 7 confidentiality order of Judge Martin, 8 all I was saying is he's free to do 9 that. If he wants to raise it with 10 Judge Hellerstein, he's free to do 11 that. 12 As far as what position we 13 would take, I'd have to sit and study 14 it and hear what his objections were. 15 We might consent, we might disagree, I 16 don't know. 17 And just, I agree with you 18 earlier about not wanting to quibble, 19 but just to be clear as to what our 20 position is, these documents were 21 produced to you on February 9, 2004, 22 I'm looking at a printout of an E-mail 23 from Brad Stein to Des Barry as 24 aviation defendants' liaison counsel, 25 with copies to a host of lawyers, 0034 1 MICHAEL LEVY - Highly Confidential 2 including counsel for aviation 3 defendants, indicating that the 4 responses were produced, as well as the 5 cover letter. 6 MR. ELLIS: Mr. Williamson, 7 I'm familiar with that. Can you tell 8 me where the documents were being 9 produced? 10 MR. WILLIAMSON: I started 11 to say, the cover letter is also dated 12 February 9, 2004. It tells you exactly 13 where the documents are being produced. 14 If anybody wanted them, they could ask 15 for them. It explains that there were 16 two DVDs and two CDs being produced 17 were regard to the World Trade Center 18 Properties' entity's documents. The 19 responses only were supplied to Des 20 Barry, and without enclosures to Sarah 21 Normand. And until very recently, when 22 you asked for copies of them, nobody 23 had asked for copies. But they were 24 produced. 25 MR. PODESTA: Mr. 0035 1 MICHAEL LEVY - Highly Confidential 2 Williamson, could I just ask you a 3 question, I'm trying to understand 4 where these documents came from. Are 5 these documents documents that the 6 cross-claim plaintiffs only received as 7 part the of the SRI litigation and the 8 other lawsuits because Judge Martin, or 9 were they documents that were in the 10 cross-claim plaintiffs' possession 11 prior to 9/11? 12 MR. WILLIAMSON: Let me say 13 again. This is how our law firm got 14 these documents from that litigation, 15 they were subject to that order. We 16 were not allowed to receive these 17 documents unless we agreed to be bound 18 by that order, which we did, we signed 19 that. And we were also told that we 20 cannot disseminate these documents to 21 anyone who doesn't agree to be bound by 22 that order. 23 Anybody can challenge this 24 any time they want at some later date, 25 as long as at least for today you agree 0036 1 MICHAEL LEVY - Highly Confidential 2 to be bound by it subject to a 3 challenge that's successful with Judge 4 Hellerstein for this litigation. 5 MR. PODESTA: Maybe I could 6 make my question a little clearer. I'm 7 just trying to find out if these 8 documents we're talking about were 9 documents that were in the possession 10 and files of the cross-claim plaintiffs 11 as of 9/11? 12 MR. WILLIAMSON: Mr. 13 Podesta, I answered your question. 14 That's my answer. If anybody doesn't 15 want to sign the order today agreeing 16 that with regard to these documents 17 that we've given to Mr. Ellis because 18 he's the only one that asked, from this 19 group, then they can't stay at the 20 deposition. 21 MR. COHEN: This was the 22 procedure that we discussed and agreed 23 and that I discussed and agreed with 24 Mr. Ellis prior to today's deposition 25 in which Mr. Ellis was speaking on 0037 1 MICHAEL LEVY - Highly Confidential 2 behalf of the aviation defendants. 3 MR. PODESTA: I'm not 4 necessarily quarrelling with your 5 procedure. I'm just trying to find out 6 if the documents we're talking about 7 are documents from the files of the 8 cross-claim plaintiffs. Why is that a 9 hard question to answer? 10 MR. WILLIAMSON: I think 11 that they are. But I'm telling you how 12 I got them. 13 MR. PODESTA: I'm not 14 interested in how you got them. I'm 15 trying to find out if these documents 16 we're talking about are from the 17 pre-9/11 files of the cross-claim 18 plaintiffs. 19 MR. COHEN: Not all of them. 20 MR. WILLIAMSON: I got them 21 from Wachtell Lipton under very strict 22 terms which we followed ever since we 23 produced them on February 9, 2004. We 24 are just trying to follow that so we 25 don't end up violating the court order 0038 1 MICHAEL LEVY - Highly Confidential 2 in that case. 3 MR. PODESTA: What I'm, what 4 I have a hard time figuring out is how 5 any confidentiality order can prevent a 6 party from producing its own documents 7 on whatever terms it wishes. If you 8 want a confidentiality order for your 9 own documents in this litigation, you 10 should be getting a confidentiality 11 order in this case. 12 MR. WILLIAMSON: I think 13 there is one, as we stated earlier. 14 MR. CAMPBELL: Why do we 15 need to sign this one? 16 MR. WILLIAMSON: Because 17 that's the only terms under which I'm 18 allowed to give you these documents. I 19 didn't make this up. This is what I 20 inherited. If you don't want to sign, 21 don't sign. 22 MR. CROWLEY: The demand in 23 the case was to your clients, the 24 cross-claim plaintiffs, not to your law 25 firm. Whether your law firm obtained 0039 1 MICHAEL LEVY - Highly Confidential 2 documents in another case is really 3 irrelevant, isn't it, whether or not 4 your clients can produce documents in 5 this case pursuant to a demand? 6 MR. WILLIAMSON: Not at all. 7 Not in my view. We've got to honor the 8 court order that governs these 9 documents, in our view. If somebody 10 disagrees, I'm suggesting, so that we 11 can move forward with the deposition, 12 that if you really think you need to at 13 some point, challenge it later. I 14 don't have a problem with your 15 challenging it later. It's not my 16 order. 17 MR. ELLIS: Mr. 18 Williamson -- 19 MR. WILLIAMSON: I have to 20 make sure I abide by it. It's not 21 something where we are going to 22 convince each other. So I'm just 23 trying to figure out how to move 24 forward with the deposition and raise 25 any challenges you think are valid at a 0040 1 MICHAEL LEVY - Highly Confidential 2 later date. 3 MR. ELLIS: I appreciate the 4 position that you're in. I truly do. 5 And I appreciate the fact that we got 6 these documents and specifically were 7 told by Mr. Cohen that there was a 8 confidentiality order in place. And he 9 allowed me to execute it so we could 10 look at these. 11 My only quibble is I think 12 it's perhaps the inference that the 13 production of documents in response to 14 a discovery demand by the wrongful 15 death plaintiffs to your clients as 16 defendants in February of 2004 was 17 somehow production to us of these 18 documents. And it's just the inference 19 that I object to. The letters speak 20 for themselves. The notice in the 21 letters to the plaintiffs' liaison 22 counsel that there would be documents 23 in a warehouse in Yonkers, and I 24 believe in Newark, is what it says. 25 There is a copy to defense liaison 0041 1 MICHAEL LEVY - Highly Confidential 2 counsel, I saw that. 3 But the point of the matter 4 is the production there, I don't 5 believe is the same as the production 6 that we requested in our 30(b)(6) 7 notice. That's the only inference. 8 And maybe the easiest thing to do so we 9 don't waste more time on the record, 10 maybe if we took two minutes and we can 11 just confer and see if we can just go 12 forward with this without any further 13 objections in an expeditious manner. 14 MR. WILLIAMSON: Sure. 15 Because I do think we understand each 16 other, but we do disagree. We 17 definitely think that this was a 18 production. 19 I would also note, in answer 20 I guess to Mr. Podesta's question, it 21 was crystal clear, and it was stated in 22 the last paragraph of the February 9, 23 2004 letter, that there were 24 confidentiality orders from the Swiss 25 Re litigation and the 1993 World Trade 0042 1 MICHAEL LEVY - Highly Confidential 2 Center bombing litigation. And it said 3 "please have anyone reviewing our 4 client's documents sign the 5 acknowledgements attached to these 6 confidentiality orders, as well as the 7 January 9, 2004 order." 8 Because that's the only 9 circumstances under which we were 10 permitted to give them. 11 MR. ELLIS: Can we go off 12 the record for two minutes and see if 13 we can come to agreement on how we can 14 proceed? 15 MR. WILLIAMSON: Yes. 16 THE VIDEOGRAPHER: Going off 17 the record, the time is 10:12. 18 (A recess was taken.) 19 THE VIDEOGRAPHER: We are 20 back on the record, the time is 10:20. 21 MR. PODESTA: Let me respond 22 initially for the aviation defendants. 23 First, to just clarify one 24 factual point about the February 9, 25 2004 letter. At the time that letter 0043 1 MICHAEL LEVY - Highly Confidential 2 was served, it was in response to a 3 request by the wrongful death 4 plaintiffs, and no cross-claim had been 5 filed against the aviation defendants 6 by any of the World Trade Center 7 property interests. Those cross-claims 8 were not filed until September 2004, 9 some eight months later. 10 With respect to the 11 confidentiality issue, it's the 12 aviation defendants' position that any 13 documents that come from the files of 14 the World Trade Center claimants, if 15 they've got to be governed by a 16 confidentiality order at all, should be 17 governed by one in this case. A party 18 cannot decline to produce documents in 19 this litigation on the basis that its 20 documents are subject to a 21 confidentiality order in another case 22 because a party is always free to 23 disclose its own documents without any 24 confidentiality order. 25 That being said, we are 0044 1 MICHAEL LEVY - Highly Confidential 2 prepared to sign the confidentiality 3 order in the SRI litigation today, but 4 we intend to take the matter up with 5 Judge Hellerstein at the next 6 conference on December 11th, and 7 believe that the controlling order 8 should be the confidentiality order 9 entered in this case. 10 With respect to documents 11 that come up here today that are 12 produced from the files of other 13 parties to the SRI litigation, we will 14 of course abide by the terms of that 15 order. 16 And with that, I will hand 17 my copy of the signed order over to 18 Mr. Cohen. 19 MR. COHEN: Thank you. 20 MR. WILLIAMSON: Thank you 21 very much. 22 So with the understanding 23 that we do disagree on some of the 24 aspects that have been discussed, I 25 take it then that everybody is at least 0045 1 MICHAEL LEVY - Highly Confidential 2 for now signing the agreement to be 3 bound by Judge Martin's confidentiality 4 order so that we could move forward and 5 Mr. Ellis can ask questions about the 6 documents. And if nobody signifies by 7 saying differently, I'm assuming that 8 everyone is signing the confidentiality 9 order with the understanding of the 10 reservations that Mr. Podesta just 11 articulated. 12 REQ MR. CAMPBELL: I also heard 13 either you or Jason say that the 14 aviation defendants did not request the 15 documents back in 2004. I hereby 16 request all of the documents on behalf 17 of U.S. Airways. 18 MR. WILLIAMSON: Okay, 19 that's the first time, we will be happy 20 to provide them to you. 21 MR. ELLIS: I believe where 22 we are is about to mark the copy of a 23 document as a defendants' exhibit. 24 (Levy Exhibit 191 for 25 identification, property risk report, 0046 1 MICHAEL LEVY - Highly Confidential 2 production numbers ARUP 01346 through 3 ARUP 01392.) 4 BY MR. ELLIS: 5 Q. Mr. Levy, you have in front 6 of you a document that's been marked as 7 Exhibit 191. Can you identify what 8 that document is? 9 A. It says World Trade Center 10 property risk report. 11 Q. And it says, I believe on 12 the cover, Alternative Insurance Works. 13 Is that the AIW that you're referring 14 to? 15 A. Yes. 16 Q. And have you seen a copy of 17 this document before? 18 A. Yes. 19 Q. Is this the AIW report that 20 you referred to? 21 A. Yes. 22 Q. Can you tell me on the 23 bottom of that document, it says 24 "confidential Willis 53000" on the 25 cover. 0047 1 MICHAEL LEVY - Highly Confidential 2 A. Yes. 3 Q. Who is Willis? 4 A. Willis was the insurance 5 broker who placed the property 6 insurance. 7 Q. And were they retained by 8 Silverstein? 9 A. World Trade Center 10 Properties. 11 Q. And they were retained by 12 World Trade Center Properties for what 13 purpose? 14 A. To place property insurance 15 on our leases at 1, 2, 4, 5 World Trade 16 Center. 17 Q. And could you tell us what 18 was the purpose of this report that's 19 been marked as Exhibit 191? 20 A. It was prepared to help 21 place the insurance, because at that 22 time we were asking for the most 23 insurance ever for one commercial 24 location, it was prepared to help that 25 placement process. 0048 1 MICHAEL LEVY - Highly Confidential 2 Q. And when you say help that 3 placement process, how was this 4 document supposed to help that 5 placement process? 6 A. It went into various aspects 7 of risk. And since we were asking for 8 very large sums of insurance dollars to 9 be behind our investment, this was sent 10 out to try to make the insurance 11 carriers confident their investment was 12 okay and it was a risk they should 13 write. 14 Q. And can you tell me, if you 15 know, how it was that Alternative 16 Insurance Works was retained to prepare 17 this report? 18 A. At the time our risk 19 manager, Robert Strachan, thought it 20 would be a good idea to hire a 21 consultant to help in the insurance 22 placement, and he chose Alternative 23 Insurance Works. 24 Q. And had he had any prior 25 dealings with Alternative Insurance 0049 1 MICHAEL LEVY - Highly Confidential 2 Works that you're aware of? 3 A. I'm not sure. 4 Q. And can you tell me what 5 Mr. Strachan's position was with 6 respect to the cross-claim plaintiffs 7 and their managing agents as of 9/11? 8 A. He was an employee of 9 Silverstein Properties, Inc., with the 10 title of risk manager. 11 Q. And did he have a position 12 or a title with respect to the 13 cross-claim plaintiffs? 14 A. No. 15 Q. Did he work as a risk 16 management specialist on their behalf 17 with respect to the purchase of the 18 World Trade Center buildings? 19 A. He worked as -- he was 20 involved in the placement of insurance 21 with the leasing of the buildings from 22 The Port Authority. 23 Q. And did he continue in that 24 role with respect to risk management 25 once the lease was closed in July of 0050 1 MICHAEL LEVY - Highly Confidential 2 2001? 3 A. Yes. 4 Q. And is Mr. Strachan still 5 employed by any of the Silverstein 6 entities? 7 A. No, he is not. 8 Q. Do you know where he's 9 employed? 10 A. He is not employed. He's 11 retired. 12 Q. Do you know where he 13 resides? 14 A. He lives in Connecticut. 15 Q. When did he retire? 16 A. I believe he retired in 17 2004. 18 Q. And did he retire from the 19 Silverstein entities? 20 A. Since he was employed by 21 Silverstein Properties, Inc., he 22 retired from Silverstein Properties. 23 Q. Did you meet with him with 24 respect to preparing for this 25 deposition? 0051 1 MICHAEL LEVY - Highly Confidential 2 A. I spoke with him. 3 Q. And do you have his current 4 address? 5 A. We have it in employment 6 files at our company. I don't have it 7 with me today. 8 Q. Can you tell me if on 9/11 9 Mr. Strachan reported to you? 10 A. He did not report directly 11 to me. He was risk manager and 12 interfaced with my area, which was 13 finance, accounting. 14 Q. What would have been his 15 line of reporting? 16 A. When we go out and buy 17 properties, lease properties or renew 18 insurance, he would come to me with his 19 recommendations on the amount of 20 coverage, what type of coverage we 21 should have. He was functioning as a 22 risk manager protecting the assets we 23 had. 24 Q. And you ultimately would 25 make that decision? 0052 1 MICHAEL LEVY - Highly Confidential 2 A. At that time, no. 3 Q. Who would ultimately make 4 that decision? 5 A. It was a collective decision 6 as to how much insurance we should have 7 on the various properties. 8 Q. And who would be involved 9 in that collective decision making? 10 A. I would be, Mr. Strachan 11 would be, Clifford Schwartz would be. 12 Q. Who is Mr. Schwartz? 13 A. He is treasurer of 14 Silverstein Properties, Inc. 15 Q. Anyone else? 16 A. I don't believe so. 17 Q. How about Mr. Silverstein? 18 A. Mr. Silverstein usually did 19 not get involved with the amount of 20 insurance any one particular property 21 would have on it. 22 Q. Did he get involved in that 23 process with respect to the World Trade 24 Center? 25 A. The only point of his 0053 1 MICHAEL LEVY - Highly Confidential 2 involvement is that he -- in order to 3 close with GMAC, we needed to have all 4 the insurance in place to do that. And 5 he pushed Mr. Strachan to get it done 6 as quickly as possible. 7 Q. When was the insurance in 8 place for these buildings? 9 MR. WILLIAMSON: Just for 10 the record, none of the questions so 11 far have had anything to do with the 16 12 designated areas in the notice to take 13 this deposition. And that includes 14 since we began at 9:41. But subject to 15 that objection, I'm allowing you to 16 continue, if this is how you choose to 17 spend your time, even though it's 18 beyond the scope of the deposition 19 notice. 20 MR. ELLIS: I would rather 21 not quibble over whether it's relevant 22 or not, so I'll just continue. 23 Q. Mr. Levy, can you tell me 24 when it was that this insurance was in 25 place? 0054 1 MICHAEL LEVY - Highly Confidential 2 A. It was effective as of July 3 24, 2001. 4 Q. And in determining the 5 amount of coverage for these buildings, 6 can you tell us what factors came into 7 play? 8 A. There was really three 9 factors that came into play. Our 10 thought process to how much insurance 11 we felt would be adequate on the 12 property. The Port Authority's 13 requirements in the ground leases as to 14 what they said was the minimum 15 requirements. And the third factor was 16 the minimum amount of insurance that 17 the lender, which at that time was 18 GMAC, required to insure the assets. 19 Q. And at any time prior to 20 the placement of insurance with respect 21 to this property, did you discuss the 22 risk of a terrorist attack on the 23 building? 24 A. No. 25 Q. Was there any reports 0055 1 MICHAEL LEVY - Highly Confidential 2 prepared that you're aware of 3 discussing the risk of a terrorist 4 attack with respect to the placement of 5 insurance? 6 A. The report I have in front 7 of me, the AIW report, does make 8 reference to the '93 bombing. 9 Q. And could you tell us where 10 that reference is? 11 MR. CAMPBELL: 1374. 12 A. Someone just said it, 1374. 13 Q. And that's on page 1374 of 14 Exhibit 191? 15 A. Yes. 16 Q. And that, just so we're 17 clear, that would be the number that is 18 on the lower right-hand corner, ARUP 19 01374? 20 A. Yes. 21 Q. And do you recall having 22 any discussions whatsoever with respect 23 to the possibility of an aircraft 24 striking the towers prior to 9/11? 25 A. Yes. 0056 1 MICHAEL LEVY - Highly Confidential 2 Q. And who did you have those 3 discussions with? 4 A. I had conversations with the 5 lender as -- let me start again. 6 I had a conversation with 7 the lender GMAC, and at that time Kathy 8 Gleason was working on the loan 9 placement at that time. And we did get 10 into a conversation as to that a 11 commercial airliner flying into one of 12 the towers. 13 Q. And could you tell us what 14 the sum and substance of those 15 conversations were? 16 A. We were talking about an 17 accidental plane strike hitting the 18 tower. And potentially what the damage 19 might be. Or with the idea that how 20 much insurance would be adequate to 21 insure the risk. 22 Q. And when you say an 23 accidental, was there any discussion of 24 a terrorist shooting down an aircraft 25 and the aircraft crashing into the 0057 1 MICHAEL LEVY - Highly Confidential 2 towers? 3 A. I don't recall. 4 Q. Was there any discussion of 5 any possibility of a highjacked 6 aircraft deliberately being crashed 7 into the towers? 8 A. No. 9 Q. Did you have any 10 discussions with any of your risk 11 managers regarding that possibility? 12 A. I did not have any 13 conversations with Bob Strachan at the 14 time on this topic. 15 Q. If that was a possibility 16 prior to 9/11, would you have liked to 17 have had discussions -- would you have 18 considered that relevant to the 19 placement of insurance? 20 MR. WILLIAMSON: Objection 21 to the form of the question. 22 MR. MIGLIORI: Objection. 23 A. At the time I did not -- we 24 did not believe that that would occur. 25 Q. What did you base that 0058 1 MICHAEL LEVY - Highly Confidential 2 belief on? 3 A. The only thing we had to go 4 on was the '93 bombing was a truck 5 bombing. The Port Authority had done 6 things after the fact to make sure that 7 that did not happen again, such as 8 closing the public garage, putting 9 barricades up in certain locations 10 where a truck bomb would not have 11 access again. At that time there was 12 nothing where we believed that the 13 event that you're suggesting would 14 occur. 15 Q. What did you base that 16 belief on as to what might occur, what 17 information? 18 A. There was no information to 19 believe that it would occur. I mean, 20 history had it where, with respect to 21 the World Trade Center anyway, it was a 22 truck bomb. 23 Q. Right. But with respect to 24 determining what might occur in the 25 future, which after all would be the 0059 1 MICHAEL LEVY - Highly Confidential 2 subject of any discussion regarding the 3 placement of insurance, what 4 information did you base your belief on 5 as to what might occur in the future so 6 as to take out appropriate insurance? 7 MR. WILLIAMSON: Objection 8 to the form of the question; numerous 9 defects in the question. Also asked 10 and answered. 11 Subject to those objections, 12 you can answer it. 13 A. At the time we could only go 14 on what we knew and had happened in the 15 past. What had happened in the past 16 was the '93 bombing of the Trade 17 Center. Reviewing what The Port 18 Authority had done in terms of, as I 19 said before, closing the public garage, 20 putting barricades in certain 21 locations, upgrading the security, we 22 felt comfortable that that would not 23 happen again. I can't look back now 24 and say why didn't we think about it 25 then, we did not think about it then as 0060 1 MICHAEL LEVY - Highly Confidential 2 a possibility of occurring. 3 Q. Well, did The Port 4 Authority retain anyone with knowledge 5 of terrorist behavior to determine what 6 the risks might be going forward? 7 MR. WILLIAMSON: This 8 witness is here for the cross-claim 9 plaintiffs. But if you want to put the 10 question, could you just put a time 11 frame on it and I'll let him answer. 12 MR. ELLIS: Prior to 9/11. 13 MR. WILLIAMSON: Thank you. 14 A. Repeat the question, please. 15 Q. Yes. Prior to 9/11, did 16 World Trade Center Properties or any of 17 the cross-claim plaintiffs, or 18 Silverstein as managing agent, retain 19 anyone to analyze the possibility of a 20 terrorist attack on the buildings? 21 A. We never hired anyone 22 specifically for that function. 23 Q. When you say you didn't 24 hire anyone specifically for that 25 function, did you hire anyone who 0061 1 MICHAEL LEVY - Highly Confidential 2 performed anything relevant to that 3 function? 4 A. On August 23rd of 2001 we 5 hired John O'Neill, former FBI agent, 6 who did have a counterterrorism 7 background. But he was hired to be 8 director of security at the World Trade 9 Center, all types of security, not just 10 terrorism. 11 Q. And prior to August 23, 12 2001, did Silverstein hire anyone else 13 that performed the function of 14 analyzing the possibility of future 15 terrorist attacks? 16 A. No. 17 Q. Did Silverstein gather any 18 information from any sources prior to 19 9/11 analyzing the possibility of 20 future terrorist attacks? 21 A. I'm sorry, could you repeat 22 the question one more time, please? 23 MR. ELLIS: Sure. The 24 reporter could read it back. 25 (Record read as requested.) 0062 1 MICHAEL LEVY - Highly Confidential 2 A. I don't believe so. 3 Q. Was there ever any 4 discussion that you are aware of 5 regarding the need for gathering 6 information analyzing the possibility 7 of a future terrorist attack? 8 MR. WILLIAMSON: Objection; 9 asked and answered. 10 You can answer it again. 11 MR. ELLIS: It wasn't. 12 A. I'm sorry, repeat it again. 13 MR. ELLIS: The reporter 14 could read it back. 15 (Record read as requested.) 16 A. Yes. 17 Q. And when were those 18 discussions held? 19 A. In late August of 2001, I 20 know that there were conversations -- 21 we in the Port Authority had jointly 22 engaged Kroll to do an analysis of the 23 security at World Trade Center. And I 24 believe that one of the aspects 25 certainly would be to protect us 0063 1 MICHAEL LEVY - Highly Confidential 2 against future terrorist attacks. 3 Q. And who's Kroll? 4 A. Kroll is, was a consultant 5 to -- a specialist in security. 6 Q. How did you happen to hire 7 Kroll? 8 MR. WILLIAMSON: When you 9 say you, you mean The Port Authority 10 and the cross-claimants? 11 MR. ELLIS: Yes. 12 A. Kroll had done a report for 13 The Port Authority previously. And 14 when Geoffrey Wharton was hired as 15 director of the World Trade Center, he 16 believed we should go back to them and 17 ask them to do a security analysis for 18 us, in conjunction with the Port 19 Authority, to analyze the security at 20 the World Trade Center. 21 Q. Were you familiar with 22 Kroll's reputation in the field? 23 A. Yes. 24 Q. And what was their 25 reputation? 0064 1 MICHAEL LEVY - Highly Confidential 2 A. Very highly regarded. 3 Q. In your opinion, did you 4 know of any other entity -- any other 5 security analytical type firms that had 6 a higher reputation than Kroll at the 7 time? 8 A. At the time Geoffrey Wharton 9 was, who was employed by Silverstein, 10 he made those decisions. And he said 11 he figured that a Kroll would be the 12 best choice. 13 Q. And did Kroll do an 14 analysis of security-related issues 15 prior to 9/11 jointly for The Port 16 Authority and the Silverstein entities? 17 A. In draft form. 18 Q. And was that prepared and 19 circulated prior to 9/11? 20 A. It was prepared, I don't 21 know where it was -- I'm not sure if it 22 was circulated. I know it was 23 prepared. 24 Q. Are you aware as to whether 25 or not that draft report mentioned the 0065 1 MICHAEL LEVY - Highly Confidential 2 possibility of a terrorist highjacking 3 and an airplane crashing into the 4 towers? 5 A. No, I do not. 6 Q. I'm sorry? 7 A. The answer, I do not know 8 whether that draft report mentioned 9 that or not. 10 Q. Have you reviewed a copy of 11 that draft report? 12 A. I do not have one. 13 MR. ELLIS: We apparently 14 have not gotten a copy of that report. 15 Do you know if that was -- that report 16 was prepared and circulated to the 17 wrongful death plaintiffs in February 18 of '04? 19 MR. WILLIAMSON: I don't 20 know that it was a report that he 21 referenced. But nevertheless, it was 22 not included in the 2004 document 23 production because, to the best of our 24 knowledge, because we don't have it. 25 We didn't see it when we went through 0066 1 MICHAEL LEVY - Highly Confidential 2 all the documents. 3 Q. Do you know what 4 individuals at Kroll were involved in 5 the preparation of this report? 6 A. I do not. 7 MR. PODESTA: Can I ask a 8 question for clarification, 9 Mr. Williamson. When you say we don't 10 have it, do you mean your client 11 doesn't have it or your law firm 12 doesn't have it? 13 MR. WILLIAMSON: Correct as 14 to both. Yes as to both. 15 Q. You mentioned Mr. Wharton. 16 A. Yes. 17 Q. Can you identify what his 18 position was as of 9/11? 19 A. Director of the World Trade 20 Center. 21 Q. For which entity? 22 A. At the time he was employed 23 by Silverstein Properties. 24 Q. Did he have a title with 25 respect to the cross-claim plaintiffs? 0067 1 MICHAEL LEVY - Highly Confidential 2 A. I think I just mentioned, 3 director of World Trade Center, which 4 would be 1, 2, 4 and 5. 5 Q. And what was his 6 background? 7 A. He was the director at 8 Rockefeller Center, so he worked for 9 Tishman Speyer and ran Rockefeller 10 Center. 11 Q. And is Mr. Wharton still 12 employed by any of the Silverstein 13 entities? 14 A. No, he is not. 15 Q. Can you tell us, if you 16 know, where he is employed now? 17 A. I'm not sure where he is 18 employed right now. 19 Q. When did he leave? 20 A. 2002. 21 Q. Do you know where, whether 22 he retired or whether he went to work 23 anywhere else? 24 A. He did go to work -- he did 25 go to work at somewhere else. 0068 1 MICHAEL LEVY - Highly Confidential 2 Q. Do you know what entity 3 that was? 4 A. I think he went to Douglas 5 Elliman. 6 Q. And do you know if he's 7 still at Douglas Elliman or whether he 8 left at some point? 9 A. He did leave at some point. 10 Q. And do you have his home 11 address? 12 A. In personnel files, yes. 13 Q. And did you meet with 14 Mr. Wharton or talk to Mr. Wharton in 15 preparation for this deposition? 16 A. I reviewed his deposition 17 testimony. 18 Q. In what case? 19 A. The Swiss Re case. 20 MR. WILLIAMSON: That's 21 included in what we produced to you, 22 Mr. Ellis. 23 MR. CAMPBELL: By that do 24 you mean the 2004 production or is that 25 post-2004? 0069 1 MICHAEL LEVY - Highly Confidential 2 MR. WILLIAMSON: No, the 3 deposition transcripts, as I had said 4 earlier, are post-2004. 5 REQ MR. CAMPBELL: We request 6 copies of all the deposition 7 transcripts that you have from that 8 case. 9 MR. WILLIAMSON: We will 10 produce all of the ones that we 11 produced to Mr. Ellis, because he's the 12 only one that asked for them. 13 MR. CAMPBELL: Consider it a 14 request from U.S. Airways to have all 15 of the transcripts that were produced 16 to Mr. Ellis and all of the transcripts 17 in your possession related to that 18 litigation, whether produced to 19 Mr. Ellis or not. 20 MR. WILLIAMSON: As to the 21 ones produced to Mr. Ellis, we'll agree 22 to do that. As to the latter category 23 of your request, we will take that 24 under advisement and let you know. 25 MR. CAMPBELL: Fair enough. 0070 1 MICHAEL LEVY - Highly Confidential 2 MR. WILLIAMSON: We will 3 include that, Mr. Campbell, with the 4 other materials that you just 5 requested. 6 MR. CAMPBELL: Thanks. 7 MR. WILLIAMSON: Would you 8 like the personnel file of John O'Neill 9 at the same time? 10 MR. CAMPBELL: I think that 11 was circulated electronically. 12 MR. WILLIAMSON: Then if you 13 have that, I think you will be all set. 14 MR. ELLIS: Just so we are 15 clear with respect to the production we 16 are referring to, these documents were 17 requested in accordance with our 18 deposition notices and requests for 19 production. And as I indicated 20 earlier, Mr. Cohen was our contact and 21 was helpful in providing documents to 22 us. But that being said, we're still 23 getting documents as of yesterday, 24 there are voluminous documents. And to 25 the extent we are going through those 0071 1 MICHAEL LEVY - Highly Confidential 2 documents, I suspect that the easiest 3 thing for us to do would be to jointly 4 serve a request for additional 5 discovery should that be necessary. 6 MR. WILLIAMSON: Well, the 7 documents you were getting yesterday 8 were copies of the documents you had 9 already received. But they were 10 produced to you as a courtesy. A 11 second time. 12 MR. ELLIS: When you say 13 were already received, Mr. Williamson, 14 when did I receive them? 15 MR. WILLIAMSON: When you 16 received the, I can get you the exact 17 date, when you actually did ask for the 18 DVDs, you were given the DVDs and the 19 CDs and you got them. 20 MR. ELLIS: Just so we are 21 clear on the DVDs, we got I believe 22 three DVDs, and I'm not a computer 23 maven, but I will tell you that 24 apparently each page on the DVD was 25 separately attached as a separate image 0072 1 MICHAEL LEVY - Highly Confidential 2 document, so if there was a 30-page 3 document, there were 30 separate images 4 that had to be opened. 5 There were, I believe, tens 6 of thousands of documents to the best 7 as we can tell, and we did try when we 8 got that last week to start going 9 through that stuff. But I will be 10 honest with you, going through tens of 11 thousands of documents in a couple of 12 days before a deposition when each page 13 of the document is a separate image, is 14 a bit difficult to accomplish. 15 So while I appreciate your 16 statements, I think some clarification 17 is necessary to avoid any inappropriate 18 inferences. But I guess we can 19 continue. 20 MR. WILLIAMSON: This is not 21 the place to keep debating, you know, 22 the timeliness of the aviation 23 defendants' request for the copies of 24 what has been available for over two 25 years. I think we sort of each know 0073 1 MICHAEL LEVY - Highly Confidential 2 each other's positions, we are not 3 going to convince each other. If it's 4 a discovery dispute and you want to do 5 a joint letter to Judge Hellerstein 6 pursuant to the rules, we will be happy 7 to oblige. 8 MR. ELLIS: There is a limit 9 to how many times I can say Mr. Cohen 10 was very courteous. 11 MR. WILLIAMSON: He was 12 trying to be. I don't know what the 13 point was of sending you extra copies 14 if you are now going to complain that 15 you just got them recently, but okay. 16 BY MR. ELLIS: 17 Q. You said you reviewed 18 Mr. Wharton's deposition, Mr. Levy. 19 A. Yes. 20 Q. Did you review portions of 21 his deposition where he specifically 22 discussed the possibility of terrorist 23 attacks prior to 9/11 and the fact that 24 he discussed that with Mr. Silverstein, 25 The Port Authority and Kroll? 0074 1 MICHAEL LEVY - Highly Confidential 2 MR. PEPE: Objection to 3 form. 4 MR. WILLIAMSON: Objection 5 to the form of the question; lacks 6 foundation. It's also compound. 7 Subject to that objection, 8 you can answer it. 9 A. I would need to refresh 10 myself with looking at the transcript 11 again. 12 Q. It may be easier just to 13 read the following into the record and 14 ask you if it refreshes your 15 recollection. 16 MR. WILLIAMSON: I would 17 like the witness to be able to see the 18 transcript so that he can see the 19 context that whatever you're reading 20 from is placed. 21 MR. ELLIS: That's fine. 22 Except I don't have ten copies of every 23 transcript that we got yesterday. 24 MR. WILLIAMSON: Well, do 25 you have at least one for the witness? 0075 1 MICHAEL LEVY - Highly Confidential 2 MR. ELLIS: I sure do. 3 MR. WILLIAMSON: Let's at 4 least do that. 5 MR. ELLIS: Let's mark this 6 as 192. 7 MR. WILLIAMSON: Thank you 8 very much. 9 (Levy Exhibit 192 for 10 identification, transcript of 11 deposition of Geoffrey Wharton.) 12 MR. ELLIS: Off the record. 13 (Discussion off the record.) 14 MR. WILLIAMSON: Do you have 15 an area you want him to start looking 16 at, Mr. Ellis? 17 MR. ELLIS: Page 21. 18 BY MR. ELLIS: 19 Q. Are you finished, Mr. Levy? 20 A. Yes. 21 Q. Did you read through page 22 25? 23 A. No. I stopped -- just give 24 me another minute. 25 Q. Sure. 0076 1 MICHAEL LEVY - Highly Confidential 2 A. Okay. 3 Q. Having reviewed pages 21 4 through 25 of Exhibit 192, the 5 transcript of Mr. Wharton's deposition, 6 does that refresh your recollection as 7 to whether Mr. Wharton discussed the 8 possibility of a terrorist attack 9 pre-9/11? 10 A. Yes. 11 Q. And do you recall whether 12 pre-9/11 you had any discussions with 13 Mr. Wharton regarding the possibility 14 of a terrorist attack? 15 A. I don't recall any 16 conversation I had with Mr. Wharton at 17 that time about this. 18 Q. Were you involved with the 19 negotiations with respect to the 20 placement of insurance for the 21 purchase? 22 A. When you say negotiation, 23 with which party? 24 Q. Any of the parties. 25 A. I was involved with dialogue 0077 1 MICHAEL LEVY - Highly Confidential 2 with the lender with respect to the 3 amount of insurance required, and as 4 well as The Port Authority. 5 Q. And without placing 6 insurance for the property, I assume it 7 would have been difficult, if not 8 impossible, to secure financing for the 9 transaction? 10 MR. WILLIAMSON: Objection 11 to the form of the question. 12 You can answer. 13 A. Without the agreed upon 14 level of insurance, you would not have 15 been able to close the loan. 16 Q. And the amount of insurance 17 that you were obtaining along with the 18 possibility of various risk scenarios, 19 all impacted the amount that you would 20 pay for the premiums; am I correct? 21 A. I can't comment as to how 22 the various insurers priced their 23 product. 24 Q. Was this an important 25 matter for Silverstein and you as CFO? 0078 1 MICHAEL LEVY - Highly Confidential 2 MR. WILLIAMSON: What? 3 MR. ELLIS: The placement of 4 the insurance. 5 A. The placement of the 6 insurance would be the only way you 7 would be able to lease the properties 8 from The Port Authority. 9 Q. And was this the biggest 10 transaction that Silverstein had ever 11 been involved in? 12 A. Yes. 13 Q. And I believe you indicated 14 this was the biggest placement of 15 insurance for commercial property that 16 you were aware of? 17 A. At that time. 18 Q. Right. 19 And were the various risk 20 scenarios a subject of discussion with 21 respect to the placement of insurance? 22 A. With respect to which -- 23 which conversation would this be, with 24 which party would this be with? 25 Q. With the insurers or their 0079 1 MICHAEL LEVY - Highly Confidential 2 representatives. 3 MR. WILLIAMSON: Objection 4 to the form of the question. 5 You can answer. 6 A. I could speak for myself 7 personally. I did not have any 8 conversation with the insurers, and I 9 believe most of the conversations with 10 the insurers would have been done by 11 Willis, who is the broker we hired to 12 do that. 13 Q. And Willis was acting as 14 your agent? 15 A. Yes. 16 Q. Who at Willis were you 17 dealing with? 18 A. I can't recall the names 19 right now. There were different 20 offices of Willis all over the world 21 trying to place this insurance. 22 Q. Do you have records that 23 indicate who you were dealing with? 24 A. Yes. 25 Q. And are those in your 0080 1 MICHAEL LEVY - Highly Confidential 2 possession and control? 3 A. I know they were produced 4 for the Swiss Re matter, I don't know 5 if they are still in our offices or 6 not. 7 Q. You indicated that you 8 retained Kroll -- strike that. 9 When did you first retain 10 Kroll either jointly or independently 11 with The Port Authority to do a 12 terrorist analysis? 13 MR. WILLIAMSON: Objection 14 to the form of the question. 15 MR. ELLIS: Strike that. 16 Strike that. 17 Q. Did Silverstein sign on to 18 any retention agreement with Kroll? 19 A. I don't know. We retained 20 them with the Port Authority, I don't 21 remember seeing a retention letter, but 22 I know we engaged them. 23 Q. And they were acting 24 partially on behalf of Silverstein? 25 A. It was one site working 0081 1 MICHAEL LEVY - Highly Confidential 2 joint for both of us at the time. 3 Q. And what were the terms of 4 their retention? 5 A. They would do a study of the 6 security at the World Trade Center site 7 with the idea of making recommendations 8 to improve it and make it more 9 efficient. 10 Q. And did that security 11 involve security with respect to 12 terrorist attacks? 13 A. I don't believe so. 14 Q. Why do you say that? 15 A. Well, in looking at 16 Mr. Wharton's -- transcript from 17 Mr. Wharton's testimony, he said that 18 he did not hire Kroll to do that. 19 Q. Where do you see that? 20 A. Bottom of page 25, the 21 questions and answer on line, starting 22 with line 20. "How many letters did 23 they issue together? 24 "Answer: To the best of my 25 recollection those were only two 0082 1 MICHAEL LEVY - Highly Confidential 2 letters. 3 "Question: And did either 4 of those two letters address the topic 5 of terrorism?" 6 And his answer is "I have no 7 specific recollection of that, no." 8 Q. And could you refer to page 9 21. Line 7. Can you read the 10 questions and answers through line 21, 11 please. 12 A. "Question: Did you discuss 13 the possibilities of an act of 14 terrorism against the World Trade 15 Center with anyone during that period 16 from June to September 11th? 17 "Answer: Yes. 18 "Question: With whom did 19 you have such discussions? 20 "Answer: A number of 21 people. 22 "Question: Can you identify 23 for me any of those individuals? 24 "Answer: Larry Silverstein, 25 people engaged in security at The Port 0083 1 MICHAEL LEVY - Highly Confidential 2 Authority, Kroll Associates, who were 3 retained by Kroll, that's basically the 4 people I discussed it with." 5 Q. And that seems to indicate 6 that Mr. Wharton did have discussions 7 with Kroll regarding terrorism, acts of 8 terrorism? 9 MR. WILLIAMSON: Objection 10 to the form of the question; the 11 testimony speaks for itself, whether 12 it's the portion that you read or the 13 portion that you had him read. So I 14 object to that question. 15 Q. And could you also read 16 page 22, starting on line 23, through 17 page 23, ending with line 5. 18 A. "Question: And did you 19 speak about the possibility of 20 terrorism with anyone else employed by 21 the Silverstein organization? 22 "Answer: It would be likely 23 that I would have talked to Mike Levy, 24 Bill Dacunto and Chi Chu, but I have no 25 specific recollection of those 0084 1 MICHAEL LEVY - Highly Confidential 2 conversations." 3 Q. And after reading that, 4 Mr. Levy, do you have any specific 5 recollection of conversations regarding 6 acts of terrorism that you may have had 7 with Mr. Wharton, Kroll or The Port 8 Authority between June and September 9 11th of 2001? 10 A. No. 11 Q. Do you know if -- strike 12 that. 13 When was Kroll retained? 14 A. I don't have -- I don't know 15 the definite date. But after 16 Mr. Wharton was engaged -- was employed 17 by us. 18 Q. And when was Mr. Wharton 19 first employed? 20 A. I believe it was June of 21 2001. 22 Q. When did the closing take 23 place? 24 A. July 24, 2001. 25 Q. Was Kroll retained before 0085 1 MICHAEL LEVY - Highly Confidential 2 the closing? 3 A. I don't know. 4 Q. Who would know? 5 A. Mr. Wharton. 6 Q. Who besides Mr. Wharton 7 would have any knowledge with respect 8 to whether Kroll analyzed the 9 possibility of terrorist attacks 10 against the building? 11 A. As it relates to World Trade 12 Center? 13 Q. Yes. 14 A. In our organization, nobody 15 else. 16 Q. Just Mr. Wharton? 17 A. Yes. 18 Q. What about the risk 19 manager? 20 A. Mr. Strachan was not 21 involved in that -- in the Kroll 22 reports or the talking about the 23 security at the center. 24 Q. What about Mr. Chu? 25 A. I don't believe in 0086 1 MICHAEL LEVY - Highly Confidential 2 conversation with Mr. Chu that he had 3 conversations with Mr. Wharton on the 4 Kroll report. 5 Q. Do you know if he had 6 conversations directly with Kroll? 7 A. He did not. 8 Q. How do you know that? 9 A. Because I know Mr. Wharton 10 was the one interfacing with Kroll at 11 the time. 12 Q. Who is Mr. Dacunto? 13 A. He is also -- he works with 14 Chi Chu in operations. 15 Q. What's his position? 16 A. Right now he's a director of 17 operations World Trade -- I'm sorry, at 18 Silverstein Properties. 19 Q. Does he have any position 20 at 7 World Trade Center? 21 A. No, he does not. 22 Q. Does he have a title with 23 respect to any of the cross-claim 24 plaintiff entities? 25 A. No, he does not. 0087 1 MICHAEL LEVY - Highly Confidential 2 Q. And as director of 3 operations, what was his role as of 4 9/11? 5 A. Mr. Dacunto's specialty is 6 environmental. And the removal of 7 asbestos and other environmental 8 matters, as well as other duties he had 9 with respect to running the properties. 10 Q. Did he have any duties 11 related to security-related functions? 12 A. No. 13 Q. Do you know why Mr. Wharton 14 would have testified that he may have 15 had discussions with Mr. Dacunto 16 regarding the possibility of terrorist 17 attacks? 18 MR. WILLIAMSON: Objection 19 to the form of the question; it lacks 20 foundation. 21 Subject to that, you can 22 answer it. 23 A. I can't speculate as to why 24 Mr. Wharton would say that in his 25 deposition testimony. 0088 1 MICHAEL LEVY - Highly Confidential 2 Q. Did you speak to 3 Mr. Dacunto regarding the preparation 4 for this deposition? 5 A. Yes, I did. 6 Q. Can you tell us what the 7 substance of those conversations were? 8 A. I asked him if he was 9 involved in anything with respect to 10 having discussions about terrorism -- 11 terrorist attacks or other matters like 12 that. And he said he did not. Did he 13 have any conversations with 14 Mr. Wharton, and he said he did not. 15 Q. And you said you spoke to 16 Mr. Chu. 17 A. Yes. 18 Q. About preparation for these 19 depositions, or in preparation for 20 these depositions. Can you tell us 21 what the substance of your 22 conversations with him were? 23 A. Similar line of questioning, 24 asking him if he was involved at all in 25 the Kroll report, whether he got 0089 1 MICHAEL LEVY - Highly Confidential 2 involved in the discussions about any 3 potential terrorist attack. Again, he 4 said he did not. 5 Q. And I believe you also 6 indicated that you spoke to 7 Mr. Strachan? 8 A. Yes. 9 Q. In preparation for these 10 depositions? 11 A. Yes. 12 Q. Can you tell us what the 13 sum and substance of those 14 conversations were? 15 A. Whether he had any 16 conversations, again, along the same 17 lines. 18 Q. And what was his response? 19 A. He did not. 20 Q. Did you speak to anyone 21 else, other than your attorneys, in 22 preparation for this deposition? 23 A. Yes. 24 Q. Who else? 25 A. I spoke to Clifford 0090 1 MICHAEL LEVY - Highly Confidential 2 Schwartz. 3 Q. Who is Mr. Schwartz? 4 A. Treasurer at Silverstein 5 Properties, Inc. 6 Q. What were those 7 conversations? 8 A. Again, along the same lines. 9 Q. And what was his response? 10 A. He did not have any 11 conversations. 12 Q. In addition to 13 Mr. Schwartz? 14 A. Mr. Silverstein. 15 Q. Can you tell us the 16 conversations with Mr. Silverstein in 17 preparation for this deposition? 18 A. I spoke to him about whether 19 he had met John O'Neill, some of the 20 references that Mr. Wharton makes in 21 here concerning a potential terrorist 22 attack. The employment of Mr. O'Neill. 23 Q. Anything else? 24 A. I think that was the sum and 25 substance of it. 0091 1 MICHAEL LEVY - Highly Confidential 2 Q. Could you tell us what his 3 responses were? 4 A. Mr. Wharton spoke to him 5 about hiring a security director at the 6 World Trade Center. He spoke to him 7 about why it would be a good idea to 8 hire John O'Neill. He did make 9 reference that he did speak to Geoff 10 Wharton concerning potential terrorist 11 attacks. 12 Q. Did he tell you what that 13 conversation was? 14 A. Which conversation? 15 Q. You said that Mr. Wharton 16 spoke to Mr. Silverstein about the 17 potential for terrorist attacks. 18 A. As reflected in the 19 transcript. 20 Q. Rather than me having to go 21 through the transcript, if you could 22 just recount what Mr. Silverstein's 23 discussions with you regarding the 24 preparation for this deposition. 25 A. Sure. Mr. Silverstein 0092 1 MICHAEL LEVY - Highly Confidential 2 approved the hiring of John O'Neill as 3 security director of the World Trade 4 Center. He had a conversation with 5 Geoff Wharton why this would be a good 6 idea. Geoff had made reference, as 7 it's reflected in the transcripts, 8 about future terrorist attacks at the 9 World Trade Center. 10 Q. And what was that a 11 reference? 12 A. That it was a target once 13 before, it might be a target again. 14 Q. And Mr. Silverstein and 15 Mr. Wharton had these discussions 16 pre-9/11? 17 A. Yes. 18 Q. Did Mr. Silverstein give 19 you any more specifics about these 20 discussions? 21 A. No, he did not. 22 Q. Any other discussions with 23 Mr. Silverstein that you haven't told 24 us about? 25 A. No. 0093 1 MICHAEL LEVY - Highly Confidential 2 Q. Did Mr. Silverstein tell 3 you what, if anything, he did to assess 4 the risk of a future terrorist attack? 5 A. He did not do anything to 6 assess the future. 7 Q. Did he tell you whether 8 anyone else was assigned the 9 responsibility of doing something to 10 assess the risk of a future terrorist 11 attack? 12 A. No, he did not. 13 Q. Prior to 9/11, was there 14 anyone within the organization or 15 acting on behalf of the cross-claim 16 plaintiffs that tried to obtain 17 information from any sources whatsoever 18 with respect to the risk of a terrorist 19 attack? 20 A. I don't believe so. 21 Q. Was there any discussion 22 within the Silverstein organization or 23 on their behalf that you're aware of 24 regarding whether that was something 25 that someone should be doing? 0094 1 MICHAEL LEVY - Highly Confidential 2 A. Well, what we were doing in 3 the 49 days that we leased the Trade 4 Center, besides hiring John O'Neill to 5 be security director, was hiring Kroll 6 with The Port Authority to evaluate the 7 security at the World Trade Center. 8 Q. And during that 49-day 9 period, while you were hiring 10 Mr. O'Neill and hiring Kroll, was there 11 anyone else within the organization or 12 acting on their behalf to perform the 13 task of assessing the risk of future 14 terrorist attacks? 15 A. Also during that 49 days we 16 were using transition workers from The 17 Port Authority, so we were involved 18 with the Port Authority and some of 19 their people in terms of maintaining 20 the security while we transitioned over 21 from our -- from their ownership to our 22 running the Trade Center. 23 Q. Was there any provisions in 24 your agreements with The Port Authority 25 with respect to whether you would 0095 1 MICHAEL LEVY - Highly Confidential 2 continue to use Port Authority security 3 measures, change them in some way? 4 A. Well, under the terms of the 5 agreements, you had to abide by The 6 Port Authority manual and the security 7 provisions in that manual. If you did 8 have -- if you wanted to make a change, 9 you would have to go to the Port 10 Authority for their consent to change. 11 Q. And that would be during 12 the terms of your lease? 13 A. Yes. 14 Q. And can you tell us what 15 provision of the lease makes reference 16 to that requirement? 17 A. I believe there are exhibits 18 attached to the net lease itself which 19 reference the security provisions. 20 Q. Are you familiar what 21 provisions those are? 22 A. I would have to go back and 23 look at the net lease. 24 Q. Do you have a copy of it 25 with you? 0096 1 MICHAEL LEVY - Highly Confidential 2 A. I do not. 3 THE WITNESS: Could I ask 4 for a break? 5 MR. ELLIS: Sure, of course. 6 And just in the future, whenever you 7 want. 8 THE VIDEOGRAPHER: Going off 9 the record, the time is 11:13, this is 10 the end of tape No. 1. 11 (A recess was taken.) 12 THE VIDEOGRAPHER: We are 13 back on the record, the time is 11:31, 14 and this is the beginning of tape 15 No. 2. 16 (Levy Exhibit 193 for 17 identification, agreement to enter into 18 lease, production numbers SILV 31 19 000021 through SILV 31 001624.) 20 BY MR. ELLIS: 21 Q. Mr. Levy, before the break 22 you mentioned The Port Authority lease 23 with Silverstein as containing a 24 provision with respect to security at 25 the Trade Center. 0097 1 MICHAEL LEVY - Highly Confidential 2 A. Yes. 3 Q. We've had a document marked 4 as Exhibit 193. Can you identify what 5 that document is? 6 A. Agreement to enter into net 7 lease. 8 Q. And is that the document, 9 the lease with the Port Authority that 10 you were referring to earlier? 11 A. No, it was not. 12 Q. Is there another -- is 13 there -- can you identify what document 14 you were referring to earlier? 15 A. The net lease is the 16 lease -- is the final lease document as 17 of July 24, 2001. This is, I'll phrase 18 this, this is as of April 26th. This 19 is really a contract to enter into a 20 net lease. This is a contract. And 21 the actual closing document was the net 22 lease. 23 MR. ELLIS: I'm not sure we 24 got that document or not, but we will 25 check to make sure we do or we don't. 0098 1 MICHAEL LEVY - Highly Confidential 2 Q. Does the contract, if you 3 know, have any provisions in there with 4 respect to the maintenance of security 5 at the premises? 6 MR. WILLIAMSON: Just so you 7 know, you did receive it, what he's 8 referring to, and that was listed as 9 number 4, when Mr. Cohen re-sent 10 documents to you separately on Monday. 11 So it was number 4 in that collection, 12 Mr. Ellis. 13 MR. ELLIS: Monday being 14 yesterday, not February of '04. Right. 15 We have another one. 16 (Levy Exhibit 194 for 17 identification, first amended and 18 restated reciprocal easement and 19 operating agreement of portions of the 20 World Trade Center, production numbers 21 SILV 32 002639 through SILV 32 003080.) 22 Q. Mr. Levy, we're showing you 23 a document that's been marked as 24 Exhibit 194. Can you identify what 25 that document is? 0099 1 MICHAEL LEVY - Highly Confidential 2 A. This is the first amended 3 and restated reciprocal easement and 4 operating agreement. 5 Q. So that's obviously not the 6 document, the net lease document. 7 What's the date of it? 8 A. July 24, 2001. 9 Q. We'll go through it and 10 we'll see if one of the documents we 11 brought along with us is the document 12 you're referring to. 13 MR. ELLIS: I have been 14 informed that the only other document 15 that we did get yesterday is a document 16 that we are going to have marked as 17 Exhibit 195. 18 (Levy Exhibit 195 for 19 identification, agreement of lease, 20 production numbers SILV 32 000040 21 through SILV 32 000630.) 22 Q. We are showing you a 23 document that's been marked as Exhibit 24 195, Mr. Levy. Can you identify what 25 that is? 0100 1 MICHAEL LEVY - Highly Confidential 2 A. Yes, it says agreement of 3 lease for 1 World Trade Center. 4 Q. And does that document have 5 any of the security provisions that you 6 referred to earlier? 7 A. I believe so. 8 Q. Can you identify where that 9 would be? 10 A. As an exhibit to the lease. 11 Q. Okay. Can you point it out 12 in the document, please. 13 A. If you give me a minute, 14 I'll go through the document. 15 MR. MIGLIORI: Jeff, while 16 he's doing that, can you give us Bates 17 numbers? 18 MR. WILLIAMSON: You want 19 him to give you the Bates number? 20 MR. ELLIS: If the witness 21 could give us, or Richard, the Bates 22 numbers for 193, 194 and 195. 23 MR. WILLIAMSON: So 193, 24 that's the April. 25 THE WITNESS: It's 000021. 0101 1 MICHAEL LEVY - Highly Confidential 2 MR. ELLIS: Where does it 3 end, through? 4 THE WITNESS: It appears to 5 end 001624. 6 MR. WILLIAMSON: So that was 7 for 193. Do you want him to give you 8 numbers for 194? 9 MR. ELLIS: Yes. 10 THE WITNESS: 194 begins 11 002639 and ends 003080. 12 MR. WILLIAMSON: Now give 13 him the first and last page numbers for 14 195. 15 THE WITNESS: 195 is 000040, 16 and it ends on 000630. 17 MR. WILLIAMSON: So he 18 should go back to looking? 19 MR. ELLIS: Please. 20 MR. MIGLIORI: Jeff, I'm 21 guessing based on those numbers that 22 195 is a subset of 193. 23 MR. ELLIS: These are the 24 documents we got yesterday from Jason, 25 Don. I'll be honest with you, I 0102 1 MICHAEL LEVY - Highly Confidential 2 haven't had a chance to go through all 3 of them. And just listening to the 4 Bates numbers, it sounds like it is. 5 But they are not our Bates number. 6 MR. MIGLIORI: I appreciate 7 that. 8 MS. HESSION: Let me just 9 state for the record on the Bates 10 numbers, on Exhibit 193, the prefix for 11 those numbers is SILV 31. For Exhibit 12 194 and Exhibit 195 the prefix is SILV 13 32. 14 Q. Please, Mr. Levy. 15 A. In the net lease, Exhibit D, 16 security standards. 17 MR. WILLIAMSON: Mr. 18 Migliori, if that doesn't explain it, 19 let us know, what Ms. Hession spotted. 20 MR. MIGLIORI: Thank you. 21 Q. Can you give us the Bates 22 number of that? 23 A. 000366. 24 Q. Is the only reference to 25 security in that document 000366 0103 1 MICHAEL LEVY - Highly Confidential 2 through 000367, those two pages? 3 A. No. 4 Q. Okay. Any other pages? 5 A. There are multiple pages 6 throughout the net lease itself that 7 refer back to this exhibit. 8 Q. Was this portion of the 9 lease subject to negotiation? 10 MR. WILLIAMSON: Which 11 portion? 12 MR. ELLIS: 000366, WTC 13 security standards. 14 A. I don't believe so. 15 Q. Who, if anyone, reviewed 16 this aspect of the lease to determine 17 whether it was a provision that 18 Silverstein was willing to agree to? 19 MR. WILLIAMSON: Again, this 20 particular page? 21 MR. ELLIS: These standards, 22 the security standards. 23 MR. WILLIAMSON: Okay. 24 A. I just want to clarify 25 something. For the most part the 0104 1 MICHAEL LEVY - Highly Confidential 2 security standards from The Port 3 Authority were really not negotiable. 4 This is what they felt they had to have 5 and it was one of the items in the 6 negotiation which you really can't 7 negotiate all that much. The only 8 people who were involved in the lease 9 negotiation were myself, lawyers at 10 Stroock & Stroock, and I don't remember 11 whether Chi Chu looked at this page or 12 not. 13 Q. Do you know who the lawyers 14 at Stroock Stroock who were involved 15 with this were? 16 A. Peter Miller was the lead 17 lawyer, along with Leonard Boxer, Karen 18 Scanna, and several other lawyers at 19 Stroock & Stroock. 20 DIR Q. Do you know if they looked 21 at the security standards to determine 22 whether or not they would be considered 23 adequate security by Silverstein? 24 MR. WILLIAMSON: Objection 25 insofar as that question calls for 0105 1 MICHAEL LEVY - Highly Confidential 2 attorney-client privileged 3 communications potentially, it also 4 calls for work product. So I would 5 instruct the witness not to answer that 6 question. 7 MR. ELLIS: And you're 8 taking that position with respect to 9 discussions held prior to the entering 10 into of the lease? 11 MR. WILLIAMSON: Of the 12 lawyers at Stroock & Stroock & Lavan 13 with their client, yes. 14 Q. Were there any discussions 15 internally at Silverstein or on behalf 16 of any of their representatives with 17 respect to whether or not the WTC 18 security standards were adequate to 19 address terrorist threats? 20 MR. WILLIAMSON: Assuming 21 that question is not designed to 22 encroach upon attorney-client 23 privileged communications, you could 24 answer the question, as long as you 25 don't divulge attorney-client 0106 1 MICHAEL LEVY - Highly Confidential 2 privileged communications. 3 A. At the time we were 4 negotiating the lease, we felt they 5 were adequate. 6 Q. What did you base that 7 belief on? 8 A. After the '93 bombing, The 9 Port Authority had implemented a whole 10 series of security upgrades. I think 11 it's in the AIW report it narrates what 12 they have done. Here, this exhibit 13 just basically, again, recites what 14 you're required to do for security 15 purposes at the Trade Center. 16 Q. What did you base your 17 belief that these provisions were 18 adequate to address future terrorist 19 threats? 20 MR. WILLIAMSON: Objection; 21 asked and answered. 22 You can answer it again. 23 A. As I answered previously, 24 based on knowledge of what The Port 25 Authority had done, we believed that 0107 1 MICHAEL LEVY - Highly Confidential 2 these were adequate. 3 Q. And my question is, was 4 your belief based on anything in 5 particular, other than that The Port 6 Authority had done this? 7 A. We -- 8 MR. WILLIAMSON: Well, 9 object to the form of that question. 10 But you can answer it. 11 A. We had other office 12 buildings at the time, and we were 13 familiar with how to run security for 14 various office buildings. And we felt 15 that these standards were way beyond 16 what you would have in a normal office 17 complex. And at the time we did the 18 net lease, we felt they were adequate. 19 And way above other standards at other 20 office buildings in Manhattan. 21 Q. Did any of the other -- 22 were any of the other office buildings 23 that the Silverstein entities were 24 involved in, were they ever the subject 25 of a terrorist attack? 0108 1 MICHAEL LEVY - Highly Confidential 2 A. No. 3 Q. Did you do any review of 4 other buildings that had been the 5 subject of terrorist attacks to 6 determine whether or not these 7 standards were adequate? 8 A. Prior to 9/11 I believe the 9 two buildings that had been subject to 10 terrorist attack were Oklahoma City and 11 the World Trade Center itself, both 12 truck bombs. 13 Q. And did you believe that 14 there was the possibility of other 15 forms of terrorist attacks besides 16 truck bombs as you were going forward 17 with this lease? 18 A. It did not occur to us at 19 the time. 20 Q. Did you have any 21 discussions with any individuals who 22 might analyze whether or not there 23 might be other forms of terrorist 24 attacks? 25 A. No. 0109 1 MICHAEL LEVY - Highly Confidential 2 Q. When I say you, I'm 3 referring to the Silverstein entities 4 and the cross-claim plaintiffs. You 5 understand that? 6 A. Yes. And this is during -- 7 Q. And your answer would be 8 the same? 9 A. During the period of time we 10 were negotiating the lease, yes. 11 Q. And after you closed on the 12 lease in what was that, July of 2001? 13 A. It was on July 24th, 2001, 14 effective I believe the documents say 15 July 16th. 16 Q. And from July 24 to 9/11, 17 did you have any other discussions with 18 any other individuals or organizations 19 regarding the possibility for other 20 forms of terrorist attacks besides a 21 truck bomb? 22 A. Besides the things that I 23 told you previously we had done during 24 this 49-day period? 25 Q. You said you were 0110 1 MICHAEL LEVY - Highly Confidential 2 negotiating or you were waiting for a 3 draft from Kroll. 4 A. We hired Kroll with the The 5 Port Authority to do an analysis of the 6 security. We went out and hired a new 7 security director with 8 counterintelligence background, John 9 O'Neill from the FBI. And we were 10 interfacing with The Port Authority 11 security. 12 So during that first 49 13 days, I think that's quite a lot. 14 Q. And with respect to your 15 interface with the Port Authority 16 security, who at The Port Authority 17 were you interfacing with? 18 A. There was an individual head 19 of security at the time, Karpiloff. 20 Q. And Mr. Karpiloff lost his 21 life on 9/11? 22 A. Yes, he died in that attack. 23 Q. And besides Mr. Karpiloff, 24 anyone else? 25 A. There were other Port 0111 1 MICHAEL LEVY - Highly Confidential 2 Authority employees on the transition 3 team. 4 Q. Now, with respect to these 5 WTC security standards that you 6 referred to in the lease document, I 7 think it was Exhibit 195, was it your 8 understanding that you had to comply 9 with these standards? 10 A. Yes. 11 Q. Could you change them? 12 A. We could approach The Port 13 Authority, give them our reasons why we 14 thought we could change them, we should 15 change them. But it was certainly 16 their consent whether it would or would 17 not. 18 Q. So you needed their 19 approval to change any security 20 standards? 21 A. Yes, because they are the 22 other party to the net lease. And in 23 order to change a contract, you need to 24 get the other side to agree. 25 Q. And did you have any 0112 1 MICHAEL LEVY - Highly Confidential 2 discussions as to whether or not The 3 Port Authority's analysis of the 4 adequacy of these security provisions 5 was appropriate, or was satisfactory? 6 A. If -- I'm just going to 7 speak on behalf of the Silverstein 8 entities. If they were their security 9 standards, I would think that they felt 10 they were adequate. 11 Q. Well, my question is, did 12 Silverstein believe that The Port 13 Authority's determinations were 14 adequate? 15 MR. WILLIAMSON: Objection; 16 asked and answered. 17 You can answer it again. 18 A. As I had said, the security 19 requirements at the World Trade Center 20 were far in excess of other office 21 buildings in Manhattan. And therefore 22 we felt they were adequate. 23 Q. And did you base your 24 opinion that they were adequate based 25 on the fact that there had not been any 0113 1 MICHAEL LEVY - Highly Confidential 2 other truck bombings since '93? 3 A. Truck bombings where? 4 Q. At the Trade Center. 5 MR. WILLIAMSON: He's just 6 answered that question twice. 7 But you can answer it again. 8 A. Sorry, rephrase the question 9 again. I'm sorry, restate the question 10 again. 11 Q. Did you base your 12 conclusion that the World Trade Center 13 security standards were adequate on the 14 fact that there had been no further 15 terrorist attacks at the Trade Center 16 since '93? 17 A. In part, yes. 18 Q. When you say in part, what 19 do you mean by that? 20 A. Well, obviously the best 21 proof that something is working is if 22 nothing else -- if that event does not 23 reoccur. As I previously had testified 24 to and had suggested to you, in our 25 other office buildings, most buildings 0114 1 MICHAEL LEVY - Highly Confidential 2 at the time in Manhattan did not have 3 an elaborate security system like this, 4 and did not provide that you do all 5 these things. 6 MR. ELLIS: I would like to 7 have marked as an exhibit, 196, the 8 30(b)(6) notice. We are waiting for 9 copies to come down. I assume everyone 10 has copies at some point. I just have 11 one clean copy that we just had made. 12 (Levy Exhibit 196 for 13 identification, 30(b)(6) notice.) 14 MR. WILLIAMSON: This is the 15 amended notice? 16 THE WITNESS: Right. 17 MR. ELLIS: Yes. I believe 18 the substance of it is the same as the 19 original notice, though. 20 Q. You've just been shown a 21 document that I believe is marked as 22 Exhibit 196, Mr. Levy. 23 A. Yes. 24 Q. Have you seen that document 25 before? 0115 1 MICHAEL LEVY - Highly Confidential 2 A. Yes, I have. 3 Q. Can you identify it for the 4 record? 5 A. 30(b)(6) notice. 6 Q. And that's the deposition 7 notice pursuant to which you're being 8 produced today; is that correct? 9 A. That is correct. 10 Q. And can you look at the 11 first item that's listed as the topic 12 for this deposition. Can you read it 13 into the record, please. 14 A. "Any internal discussions, 15 communications or documents concerning 16 the warnings and information developed 17 internally or supplied by any third 18 party, including but not limited to any 19 agency of the Federal Government 20 regarding the threat of terrorist 21 attacks upon the World Trade Center and 22 adjacent property prior to September 23 11, 2001." 24 Q. And can you tell me what 25 you have done in preparation for this 0116 1 MICHAEL LEVY - Highly Confidential 2 deposition to identify and testify 3 about the documents and information 4 that is requested in that topic? 5 A. As I had said previously -- 6 MR. WILLIAMSON: Excuse me. 7 Actually it says the testimony is to be 8 given on the following matters, and 9 that's simply matter number 1. 10 MR. ELLIS: That's matter 11 number 1, that is correct. I'm only 12 referring to matter number 1 at this 13 point. 14 MR. WILLIAMSON: I object on 15 the grounds that you've already been 16 asking him that this morning. I don't 17 know if you want him to repeat 18 everything he said or what else you 19 want him to do. 20 MR. ELLIS: I would like him 21 to identify what he did to find out 22 whether anyone besides himself was 23 involved in any discussions. He's 24 already identified other individuals 25 who did have knowledge, all right. 0117 1 MICHAEL LEVY - Highly Confidential 2 He's not, I believe, I'm not 3 paraphrasing incorrectly if I was to 4 state he's not exactly sure what their 5 precise knowledge may have been 6 regarding the risk of terrorist attacks 7 and discussions about that. 8 So my question is really to 9 clarify what exactly was done with 10 respect to having this witness be 11 produced as knowledgeable and to give 12 testimony on this first topic. 13 MR. WILLIAMSON: Other than 14 everything he's already testified 15 about? 16 MR. ELLIS: Yes. 17 MR. WILLIAMSON: Without 18 agreeing with your characterization of 19 his testimony, I'll let him answer the 20 question. 21 A. I went through the 22 transaction documents for our lease at 23 the World Trade Center. I went through 24 deposition testimony of employees at 25 the time who were involved at 9/11 with 0118 1 MICHAEL LEVY - Highly Confidential 2 respect to the World Trade Center. I 3 interviewed employees as to what they 4 know or did not know. I went back to 5 some of the reports that were produced 6 at the time with respect from the 7 lender, their property solutions 8 report, AIW report. I looked at the 9 personnel file of John O'Neill. So as 10 I had said, that's what I did to 11 prepare for this question. 12 Q. And what is the property 13 solutions report that you just referred 14 to? 15 A. Property solutions report 16 was a report produced by GMAC as part 17 of the loan transaction. 18 Q. And what was the substance 19 of that report relevant to this first 20 topic? 21 A. It was a document which 22 spoke about various aspects at the 23 Trade Center. I think it was a 24 building report. 25 Q. And when you say a building 0119 1 MICHAEL LEVY - Highly Confidential 2 report, what do you mean? 3 A. Like an engineering report. 4 Q. Did it talk about the risk 5 of terrorist attacks? 6 A. I would have to look back at 7 the document. You have to understand, 8 I went through a lot of documents at 9 the time, to just go back and remember 10 any one particular page or paragraph, 11 I'd have to go back and refresh my 12 memory. 13 Q. Do you know if anyone at 14 Silverstein or acting on their behalf 15 contacted any sources within the 16 Federal Government or the intelligence 17 community to determine the risk of 18 terrorist attacks, future terrorist 19 attacks against the Trade Center prior 20 to 9/11? 21 MR. WILLIAMSON: Objection 22 to the form of the question. 23 You can answer. 24 A. As far as I know we did not. 25 Q. Was there any discussion as 0120 1 MICHAEL LEVY - Highly Confidential 2 to whether that would be an appropriate 3 thing to do? 4 A. As I said, I don't believe 5 we discussed approaching the Federal 6 Government or any other government 7 agencies. 8 Q. Was there any discussion 9 prior to 9/11 regarding whether there 10 should be some analysis of intelligence 11 with respect to assessing the potential 12 risk of a terrorist attack? 13 A. Since we were not in the 14 governmental intelligence business, I 15 don't know how I would have obtained 16 that information. 17 Q. Well, was there anyone 18 within the Silverstein organization or 19 acting on their behalf that would have 20 more familiarity than you with trying 21 to obtain that information or analysis? 22 A. Yes. 23 Q. And who would that have 24 been? 25 A. Mr. O'Neill. 0121 1 MICHAEL LEVY - Highly Confidential 2 Q. But Mr. O'Neill did not 3 start working for Silverstein until 4 what date? 5 A. August 23rd. 6 Q. And prior to that time was 7 he acting on behalf of Silverstein with 8 respect to assessing the risk of future 9 terrorist attacks? 10 A. No, he was an employee of 11 the FBI. 12 Q. Did you have -- did you or 13 anyone else at Silverstein have any 14 discussions with Mr. O'Neill prior to 15 his start date of employment with 16 respect to the risk of future terrorist 17 attacks at the Trade Center? 18 A. As far as I know, we had an 19 interview with him and we hired him. 20 Q. And during that interview, 21 was there any discussion with 22 Mr. O'Neill with respect to the future 23 risk of terrorist attacks at the Trade 24 Center? 25 A. I do not know. 0122 1 MICHAEL LEVY - Highly Confidential 2 Q. Who was at the interview? 3 A. Mr. Wharton and Mr. O'Neill. 4 Q. Was Mr. Silverstein 5 present? 6 A. No. 7 Q. Was there a memo prepared 8 of the interview? 9 A. Not that I've been able to 10 find. 11 Q. Would that have been 12 standard practice when it came to 13 hiring someone at the level that 14 Mr. O'Neill was being hired, to have a 15 memo of the interview? 16 A. Being a small company, what 17 we typically do is when we do grant a 18 job or hire somebody, there is what we 19 call a PA form, which is the employment 20 form. There was a letter in the file 21 prepared by Geoffrey Wharton outlining 22 salary and bonus arrangements. I could 23 not find any other documents. 24 Q. Who had to approve the 25 hiring of Mr. O'Neill? 0123 1 MICHAEL LEVY - Highly Confidential 2 A. Mr. Silverstein. 3 Q. And did Mr. Silverstein 4 approve it? 5 A. Yes. 6 Q. Do you know what 7 Mr. Silverstein based his approval on? 8 A. Mr. Wharton's 9 recommendation. 10 Q. Anything else? 11 A. Not that I'm aware of. 12 Q. Was there a written 13 recommendation? 14 A. Not that I've been able to 15 find. 16 Q. Was there a search for 17 hiring someone in Mr. O'Neill's 18 position? 19 A. There was a search to hire a 20 security director for the World Trade 21 Center. 22 Q. And how was that search 23 conducted? 24 A. Mr. Wharton handled that 25 search. And through personal contacts 0124 1 MICHAEL LEVY - Highly Confidential 2 I believe he was introduced to 3 Mr. O'Neill. 4 Q. And do you know what the 5 criteria for Mr. Wharton's search were, 6 was? 7 A. No, I do not. 8 Q. Are there any memos 9 regarding the criteria that would be 10 necessary to be hired as the director 11 of security? 12 A. Not that I've been able to 13 find. 14 Q. And did you review the 15 criteria that were set forth in the 16 agreement to hire Mr. O'Neill? 17 A. I'm sorry, I don't 18 understand your question. 19 MR. WILLIAMSON: Objection 20 to the form. 21 MR. ELLIS: Let me rephrase 22 the question, it's a bad question, I'll 23 withdraw it. 24 Q. Was there any discussion 25 prior to the hiring of Mr. O'Neill of 0125 1 MICHAEL LEVY - Highly Confidential 2 reducing the costs for security at the 3 Trade Center? 4 MR. WILLIAMSON: I'll object 5 just on the grounds that this is 6 entirely irrelevant to the 7 cross-claims, as has been the entire 8 line of questioning thus far. But I 9 recognize your right to inquire. 10 So subject to that objection 11 that it's all completely irrelevant, 12 you can answer the question. 13 A. As operator of real estate 14 anywhere, you're always looking to 15 streamline cost but not sacrifice 16 security. Yes, we did discuss it, but 17 as part of our project we wanted to 18 improve the security and perhaps with 19 the benefit of reducing cost. But the 20 utmost consideration at the time was 21 maintaining security. 22 Q. Was the budget for 23 providing security a subject of 24 discussion prior to the purchase -- 25 prior to the closing of the Trade 0126 1 MICHAEL LEVY - Highly Confidential 2 Center? 3 A. Yes. 4 Q. And were you involved in 5 those discussions? 6 A. Some of them. 7 Q. Were there any discussions 8 with respect to the cost of analyzing 9 intelligence or gathering intelligence 10 with respect to future terrorist 11 attacks? 12 A. No. 13 Q. Why is that, if you know? 14 A. Intelligence gathering acts 15 is typically not what a real estate 16 operator would do. 17 Q. Who would do that? 18 A. Usually governmental 19 organizations. Federal Government. 20 Q. Now, was there any budget 21 discussion with respect to analyzing 22 the accuracy of any governmental 23 intelligence or analysis that would be 24 done on behalf of Silverstein? 25 A. A couple of points. No 0127 1 MICHAEL LEVY - Highly Confidential 2 intelligence analysis was done on 3 behalf of Silverstein. Since I didn't 4 have possession of any, I don't know 5 how I could view what you're suggesting 6 we did. 7 Q. Did Silverstein view it as 8 part of its obligations under the lease 9 to provide security for the buildings? 10 A. Yes. 11 Q. Did they view it as part of 12 its obligations under the lease to 13 provide security from terrorist 14 attacks? 15 A. To the best we could. 16 Q. And when you say to the 17 best we could, what do you mean by 18 that? 19 A. To incorporate The Port 20 Authority building standards and 21 security standards, to hire the best 22 security guards we could. I mean, it 23 did not occur to us at the time that 24 terrorists would be allowed to board a 25 plane, take control of that plane and 0128 1 MICHAEL LEVY - Highly Confidential 2 use it as a missile and blow up our 3 buildings. 4 Q. When you say allowed to 5 board a plane and take control of it, 6 why do you use the word allowed? 7 A. Well, obviously the aviation 8 defendants were in charge of security. 9 And the airlines do fly the planes, and 10 it's their plane. And somebody flew 11 the planes into the building. So 12 that's why I'm able to say that they 13 were allowed to board the plane with 14 weapons, take control of those 15 aircrafts and fly them into our 16 buildings. 17 Q. And with respect to your 18 statement that World Trade Center, with 19 respect to terrorist attacks, would 20 hire the best security guards, who was 21 hired with respect to providing 22 security guards at the Trade Center 23 prior to 9/11? 24 A. Guard service. A company, I 25 think it was Advantage Security. 0129 1 MICHAEL LEVY - Highly Confidential 2 Q. And can you tell me how it 3 was determined that they were the best 4 security guards to hire? 5 MR. WILLIAMSON: Again, I 6 would just note because time is passing 7 us by here, and this has no relevance 8 whatsoever to the events of what 9 occurred on 9/11. 10 But you can answer the 11 question. 12 A. In the -- 13 MR. ELLIS: We would have 14 more time, though, if you didn't keep 15 making the same objection every time I 16 ask a question that you may not like. 17 Q. Please, Mr. Levy. 18 A. In the 49 days we were 19 running or operating the Trade Center, 20 we had experience with security guards 21 in the past, firms, their reputations. 22 And were in the process of analyzing 23 the security guards. Remember, when I 24 testified before I said it was our 25 intent. In 49 days it's really hard to 0130 1 MICHAEL LEVY - Highly Confidential 2 turn the world upside down. 3 Q. And in those days when it 4 was your intent to hire the best 5 security guards, can you tell me what 6 the security guards that you were 7 providing were paid by the hour? 8 A. I don't know. 9 Q. Was that relevant to your 10 budgetary considerations? 11 A. Certainly we always look at 12 cost as a factor in hiring consulting 13 firms or security firms. But again, as 14 I had testified previously, security 15 was the number one issue at the time. 16 Q. And were you familiar with 17 the possibility of terrorists bringing 18 weapons into a building to cause damage 19 to the occupants of the building or the 20 building itself? 21 MR. WILLIAMSON: Same 22 objection; completely irrelevant. 23 You can answer. 24 A. Was I familiar with it? 25 Q. Yes. 0131 1 MICHAEL LEVY - Highly Confidential 2 A. We thought it could be a 3 possibility. That's why the security 4 measures that The Port Authority had 5 put in there that all people had to 6 check in at a security desk and go 7 through an elaborate system of security 8 was put in to prevent such a thing from 9 happening. 10 Q. And was there an event 11 prior to 9/11 at the Empire State 12 Building where a person who may or may 13 not have been a terrorist went to the 14 observation deck with a weapon and 15 injured people that were on the 16 observation deck? 17 MR. WILLIAMSON: Same 18 objection. 19 You can answer. 20 A. Well, I'm not here to 21 testify on the Empire State Building. 22 All I know is that the security 23 procedures at the World Trade Center, 24 that individual might not have been 25 allowed to go up there. But again, I 0132 1 MICHAEL LEVY - Highly Confidential 2 can't comment as to the Empire State 3 Building. 4 Q. Well, with respect to the 5 Trade Center, were there security 6 checkpoints to get to the observation 7 deck? 8 A. I really don't recall. 9 Q. Well, do you recall if 10 there were security checkpoints if you 11 were a tenant or a visitor to the 12 premises to get into the building? 13 A. Yes, there were. 14 MR. WILLIAMSON: I'll have a 15 continuing objection to this line of 16 questioning. 17 Q. And those security 18 measures, did they include metal 19 detectors? 20 A. No. 21 Q. Did they include x-ray 22 machines? 23 A. No. 24 Q. Did they include explosive 25 detection devices? 0133 1 MICHAEL LEVY - Highly Confidential 2 A. No. 3 Q. Why? 4 A. At the time what The Port 5 Authority had was you were not allowed 6 to enter the building and go up to the 7 floors without some -- without somebody 8 having your name on a list, or the 9 security operators calling up to the 10 various, in particular tenant, and 11 saying yes, I'm expecting this 12 individual, send him up. 13 Q. And how many people would 14 go in and out of the Trade Center every 15 day? 16 A. Define what you mean Trade 17 Center. 18 Q. The towers. 19 A. The towers, I really can't 20 tell you the traffic flow. 21 Q. And can you tell me whether 22 there was any profiling system in place 23 at the Trade Center to determine 24 whether any of the individuals going in 25 and out might be a terrorist threat? 0134 1 MICHAEL LEVY - Highly Confidential 2 MR. WILLIAMSON: Same 3 objection. 4 You can answer. 5 A. I don't know. 6 Q. And if your name was on a 7 list or if you were a tenant employee, 8 was there any check of your bags that 9 you might bring in with you? 10 A. I don't believe so. 11 Q. And what's the reason for 12 that? 13 A. The only people allowed to 14 enter were people either had ID cards, 15 whether you were a tenant, or if you 16 had to check in, if your name was a 17 person who was a guest, an expected 18 guest. And/or they called up to the 19 particular tenant and said yes, I'm 20 expecting this individual, let him in. 21 Otherwise they were not permitted in. 22 Q. Was there any profiling or 23 analysis done of the tenants or the 24 people who might sign people in as 25 guests to determine whether any of them 0135 1 MICHAEL LEVY - Highly Confidential 2 might have terrorist affiliations? 3 A. That's not something that 4 Silverstein would have done, it would 5 have been The Port Authority. 6 Q. Was Silverstein interested 7 in that? 8 A. We were always interested in 9 security. That's one function that we 10 did not issue ID badges, it's The Port 11 Authority function. 12 Q. Did Silverstein consider 13 doing more than what The Port Authority 14 was doing? 15 A. We were still in the process 16 of analyzing the security, as I had 17 said previously. That's why we and The 18 Port Authority hired Kroll. 19 Q. And while you were in the 20 process of doing that, was it one of 21 the goals of Silverstein to reduce the 22 cost of providing security? 23 A. It's always a goal to reduce 24 cost. But as I said previously, it was 25 not a goal to reduce security, and the 0136 1 MICHAEL LEVY - Highly Confidential 2 effectiveness of that security. 3 Q. My question, though, was it 4 a goal to reduce cost of providing 5 security during that 49-day period that 6 you keep referring to? 7 MR. WILLIAMSON: Objection; 8 asked and answered. 9 You can answer it again. 10 A. We took over the cost -- the 11 operations from The Port Authority. As 12 a private operator, we always felt we 13 could run it more efficiently than The 14 Port Authority. The Port Authority ran 15 it the way they see fit. A private 16 operator always can run something more 17 efficiently than necessarily the 18 government. 19 Yes, we looked to lower the 20 cost of providing security. On the 21 other hand, we always kept, and I have 22 said this before, that security was the 23 number one priority. 24 Q. Was one of the criteria 25 that was part of Mr. O'Neill's 0137 1 MICHAEL LEVY - Highly Confidential 2 employment a bonus provision that was 3 based in part on him reducing the cost 4 of security? 5 A. I know he had a bonus 6 arrangement. If you can show me the 7 document you're referring to I would 8 like to refresh my memory and then I 9 will answer your question. 10 MR. ELLIS: Can we have this 11 document, 197. 12 (Levy Exhibit 197 for 13 identification, employee records 14 jacket, production numbers WTCP 0001000 15 through WTCP 0001031.) 16 A. I'm ready when you're ready. 17 Q. Mr. Levy, we've shown you 18 or you have in front of you a document 19 that's been marked as Exhibit 197. 20 A. Yes. 21 Q. And I believe the Bates 22 numbers are WTCP 001000 through 1031. 23 Can you identify what that 24 document is? 25 A. This document comes from the 0138 1 MICHAEL LEVY - Highly Confidential 2 employment file of John O'Neill. 3 Q. And that was a document 4 that was forwarded to us by your 5 counsel? 6 A. Yes. 7 Q. And the second page, that 8 has Bates stamps 1001, can you identify 9 what that second page is? 10 A. It's a letter to John 11 O'Neill from Geoffrey Wharton outlining 12 his compensation. 13 Q. And what's the date of that 14 letter? 15 A. August 8, 2001. 16 Q. All right. And are there 17 provisions in that letter that discuss 18 what the factors will be in determining 19 his bonus? 20 A. Yes. 21 Q. And what were those 22 factors? 23 A. Can I read from the letter? 24 Q. Absolutely. 25 A. Okay. "As we discussed, 0139 1 MICHAEL LEVY - Highly Confidential 2 after you had made an assessment of the 3 current situation at the World Trade 4 Center, we will work together to 5 determine the standards against which 6 your performance and therefore your 7 bonus will be measured. Included in 8 these standards will be meaningful 9 reductions in expenses without 10 adversely affecting either security or 11 service, reduction in crime, both in 12 absolute numbers and by type, tenant 13 satisfaction, and the introduction of 14 new technology to make the center both 15 more secure and more user friendly for 16 our tenants and their guests." 17 Q. And how much was the amount 18 of that bonus, what could it go up to? 19 A. $75,000. 20 Q. Which would be 21 approximately one-third of his yearly 22 salary? 23 A. Yes. 24 Q. And that bonus provision, 25 was it in any way related to addressing 0140 1 MICHAEL LEVY - Highly Confidential 2 terrorist threats? 3 A. I think the letter speaks 4 for itself. 5 Q. I see a reference to crime. 6 Did crime include terrorist threats, if 7 you know? 8 A. Crime would not include 9 terrorist threats. 10 Q. Was his bonus to be 11 measured at all with respect to how 12 well he did with respect to assessing 13 or addressing terrorist threats? 14 A. The letter does not talk 15 about terrorist threats. 16 Q. All right. It says his 17 bonus will be based, however, on tenant 18 satisfaction. What does that mean? 19 MR. WILLIAMSON: Well, 20 object to the form of the question. 21 It's incomplete. 22 But you can answer it. 23 A. Tenants when they enter a 24 building and their guests enter a 25 building, like to go, at that time 0141 1 MICHAEL LEVY - Highly Confidential 2 wanted to go through security quickly. 3 So you have -- you were at cross 4 purposes. You want to provide the best 5 security you can, and on the other hand 6 you want the tenants and their guests 7 to go through as quickly as possible. 8 That's what they are referring to as 9 tenant satisfaction. 10 We felt -- while The Port 11 Authority was doing a very good job, 12 some of the tenants felt at that time, 13 without any knowledge, that it was too 14 slow. We endeavored to speed up the 15 process and not compromise the 16 security. 17 Q. How were you -- how did you 18 do that in the 49-day period of time 19 prior to 9/11? 20 A. Obviously we did not have 21 time to do that. 22 Q. Did Mr. O'Neill discuss 23 with you how he was going to see that 24 could be done? 25 A. Mr. O'Neill was employed by 0142 1 MICHAEL LEVY - Highly Confidential 2 us for less than three weeks. At that 3 time I don't believe any discussions or 4 anything was done towards those goals. 5 Q. Was there anyone else at 6 The Port Authority that discussed a way 7 to speed up security so tenants would 8 not be inconvenienced? 9 A. The Port Authority had their 10 procedures in place which they felt 11 were what they wanted. It was 12 incumbent upon us as the new lessees of 13 the towers to come up with ways of 14 improving security, making it faster, 15 more tenant friendly, without 16 compromising security. 17 Q. And did you come up or have 18 any discussions with respect to the 19 ways that this might be done? When I 20 say you, I mean the Silverstein 21 entities. 22 A. I understand. 23 As previously testified, 24 that's why we and The Port Authority 25 engaged Kroll to look at all different 0143 1 MICHAEL LEVY - Highly Confidential 2 aspects of security. Remember, it's 49 3 days, not a lot of time. 4 Q. So Kroll was going to do 5 this? 6 A. They were doing an analysis 7 of the security. And we would take 8 those reports and jointly with the Port 9 Authority analyze them and see where we 10 could improve security, streamline 11 security. 12 Q. And what about new 13 technology, was there any discussion as 14 to what types of new technology might 15 be used to lessen the inconvenience of 16 the tenants? 17 A. It was a goal in 18 Mr. O'Neill's letter. I don't know if 19 anything came of it. Since he was with 20 us a short period of time. 21 Q. Where did that goal come 22 from? How was it included as one of 23 his bonus factors? 24 A. You're always looking to 25 improve the technology of your 0144 1 MICHAEL LEVY - Highly Confidential 2 buildings, upgrade, make them efficient 3 and work better. I don't think this is 4 so unusual that you would necessarily 5 put this in here. 6 Q. I'm not saying whether you 7 think it's unusual or not, I'm asking 8 if you know where this particular 9 factor came from. 10 A. Mr. Wharton put it in the 11 letter, obviously it came from 12 Mr. Wharton. 13 Q. And was there any other 14 discussion of this particular topic, in 15 other words, the use of new technology 16 to provide security at the Trade 17 Center? 18 A. I do not know. 19 Q. Did you have any discussion 20 with anyone about that? 21 A. No. 22 Q. Did it impact your 23 budgetary considerations? 24 A. The new technology was not 25 in the original budget. We had a 0145 1 MICHAEL LEVY - Highly Confidential 2 budget for the remainder of 2001, and 3 we had not started the process of 4 budgeting for 2002. 5 Q. Now, can you tell us 6 whether Silverstein developed any 7 criteria for determining whether or not 8 the intelligence regarding potential 9 risks from terrorist attacks would be 10 adequate or whether you needed to 11 supplement it? 12 MR. WILLIAMSON: Objection 13 to the form of the question; it lacks 14 foundation. 15 Q. Let's go to topic 2. On 16 the deposition notice. 17 A. I need the notice. 18 MR. WILLIAMSON: Your 19 assistant has it. 20 A. Okay. 21 Q. If you can read the second 22 topic. 23 A. "Any internal discussions, 24 communications or documents concerning 25 the criteria for determining the 0146 1 MICHAEL LEVY - Highly Confidential 2 accuracy and adequacy of threat 3 information regarding terrorist attacks 4 upon the World Trade Center prior to 5 September 11, 2001." 6 Q. Can you tell us what you 7 did in preparation for this deposition 8 topic? 9 MR. WILLIAMSON: Other than 10 what he's already testified to? 11 MR. ELLIS: Yes. 12 A. Same procedures as I 13 testified to previously. 14 Q. Who, if anyone, at 15 Silverstein was involved in determining 16 what criteria they would use to assess 17 the adequacy of intelligence regarding 18 potential terrorist attacks? 19 A. Well, as I previously 20 testified, we would not be the 21 recipient of intelligence, necessarily. 22 We were probably, I don't know why the 23 government would share this with us. 24 If anybody involved in this process 25 would have received intelligence from 0147 1 MICHAEL LEVY - Highly Confidential 2 the government, would have been 3 probably The Port Authority, because 4 they were the police function at the 5 site. 6 Q. So you relied on them as 7 the governmental entity at the site? 8 A. They are the governmental 9 agency at the site. 10 Q. So you relied on them? 11 A. For what? 12 MR. WILLIAMSON: Objection 13 to the form of the question. 14 Q. For the adequacy and 15 accuracy of threat information 16 regarding terrorist attacks. 17 MR. WILLIAMSON: Objection; 18 the question lacks foundation. 19 You can answer it. 20 A. They were the police 21 department. No difference in being in 22 New York City and being under the 23 jurisdiction of the New York City 24 Police Department. 25 Q. So is it fair to state that 0148 1 MICHAEL LEVY - Highly Confidential 2 insofar as information regarding the 3 possibility of terrorist attacks, if 4 that information was assessed as 5 adequate by The Port Authority, that in 6 essence was good enough for 7 Silverstein? 8 MR. WILLIAMSON: Objection 9 to the form of the question. It still 10 lacks foundation. 11 You can answer it. 12 A. What I said previously is 13 that's not what I said. What I said 14 was that The Port Authority would be 15 recipient of intelligence. They are 16 the police department. Their rules and 17 regulations govern how the Trade Center 18 is operated. If they felt in their 19 judgment that it was a terrorist 20 threat, they would -- I'm speculating 21 now, and I shouldn't be doing this, 22 that they would share this with us. 23 Otherwise as the police presence on the 24 site, it's one of their 25 responsibilities to assess threats 0149 1 MICHAEL LEVY - Highly Confidential 2 against the site. 3 Q. If there was a terrorist 4 threat against Silverstein, is that 5 something you'd want to know about? 6 A. Sure. 7 Q. And if The Port Authority 8 didn't tell you about a terrorist 9 threat, was there anything that you 10 folks did to determine whether or not 11 there might be a threat out there that 12 The Port Authority isn't telling you 13 about? 14 MR. WILLIAMSON: Objection 15 to the form of the question. 16 You can answer it. 17 A. Being a private operating 18 company, we're not privy to 19 intelligence reports, we're not privy 20 to government conversation. So I don't 21 know how I would gather this 22 information to answer your question 23 what I was supposed to do. 24 Q. I'm not asking you what you 25 were supposed to do. I'm asking you if 0150 1 MICHAEL LEVY - Highly Confidential 2 you decided you needed to do anything 3 else other than rely on the information 4 you were getting from The Port 5 Authority. 6 MR. WILLIAMSON: Objection 7 to the form of the question; it calls 8 for speculation. 9 You can answer the question. 10 A. What I'm saying to you is I 11 don't believe there were any other 12 places to go to verify that 13 information. It's a police issue. 14 They don't share -- the police does not 15 share with ordinary operators every 16 threat that comes in. 17 Q. And is it fair to state 18 that Silverstein didn't do anything to 19 independently assess the risk of a 20 terrorist attack? 21 MR. WILLIAMSON: Objection; 22 that lacks foundation. 23 You can answer. 24 A. As a private operator, there 25 is very little a private operator can 0151 1 MICHAEL LEVY - Highly Confidential 2 do in assessing -- in gathering 3 intelligence about a terrorist attack. 4 Q. My question, though, is did 5 Silverstein do anything. 6 MR. PEPE: Objection to the 7 form. 8 MR. WILLIAMSON: Objection 9 to the form of the question. 10 A. We did what any other 11 private operator does, we rely on our 12 police department or the Federal 13 Government to alert us if there would 14 be an emergency. As an independent 15 operator, we do not have access to 16 sources of information to provide that. 17 Q. Did you request Kroll to 18 independently assess the risk of a 19 terrorist attack? 20 A. No. 21 Q. Was there any discussions 22 with Kroll as to whether they could 23 independently assess the risk of a 24 terrorist attack? 25 A. I'm not aware of any. 0152 1 MICHAEL LEVY - Highly Confidential 2 Q. Were there any discussions 3 prior to 9/11 of the types of damage 4 that a terrorist attack might do? 5 MR. WILLIAMSON: Objection; 6 relevance. 7 You can answer the question. 8 It's also outside the scope 9 of the notice. 10 MR. ELLIS: I don't believe 11 it is. But I don't want to waste any 12 more time. 13 MR. WILLIAMSON: Which 14 number do you think it fits in? 15 MR. ELLIS: That's okay, 16 you're letting him answer. 17 A. Please rephrase -- restate 18 the question, I'm sorry. Apologize. 19 Q. Were there any discussions 20 prior to 9/11 within the Silverstein 21 organization of the types of damage 22 that might occur as the result of a 23 terrorist attack? 24 MR. WILLIAMSON: Same 25 objection. 0153 1 MICHAEL LEVY - Highly Confidential 2 You can answer. 3 A. No. 4 MR. ELLIS: It's almost 5 12:30, this might be a convenient time 6 to break. I'll defer to the witness. 7 THE WITNESS: That's fine. 8 THE VIDEOGRAPHER: Going off 9 the record at 12:22. 10 (Luncheon recess: 12:22 p.m.) 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 0154 1 MICHAEL LEVY - Highly Confidential 2 A F T E R N O O N S E S S I O N 3 1:08 p.m. 4 MR. WILLIAMSON: Let me 5 raise this, that I think approximately, 6 this is back to the confidentiality 7 order and Judge Martin and the 8 agreement to be bound by the 9 stipulation and order of 10 confidentiality, which is the Exhibit 11 A. 12 And I thought that we had 13 agreed that Roger Podesta had stated 14 people's positions. I know Dick 15 Campbell also expressed concerns or 16 disagreements he had with a particular 17 provision, and that it would rest 18 there, and then those who wanted to 19 raise it with Judge Hellerstein could 20 do so. But people, approximately eight 21 people have seen fit to amend, revise, 22 edit, Exhibit A, and that's not 23 acceptable. 24 Because the circumstances, 25 as I've explained before, under which 0155 1 MICHAEL LEVY - Highly Confidential 2 we are permitted to turn these 3 documents over to you is that you sign 4 this Exhibit A. Unless and until there 5 is relief from it granted by Judge 6 Hellerstein or some other judge. 7 Roger Podesta did what I 8 thought he said he would do, and signed 9 it, as I understand, Exhibit A without 10 all these edits and revisions or 11 qualifications. So I thought you were 12 satisfied, those of you, including 13 these eight, with what Mr. Podesta had 14 said. But this isn't going to be 15 acceptable. 16 So either these eight people 17 have to sign this as is, and then take 18 up with Judge Hellerstein whatever 19 positions they want to assert, whenever 20 they want to do it, or they can't 21 receive copies of the documents that 22 have been marked so far at the 23 depositions. And if they've, any of 24 these eight people have gotten them 25 already, they need to give them back. 0156 1 MICHAEL LEVY - Highly Confidential 2 And also then I won't allow 3 Mr. Ellis to ask questions of this 4 witness of documents that are subject 5 to the order of Judge Martin. That's 6 not my goal. 7 My hope was that we could 8 move forward. I hope these eight 9 people would reconsider and just sign 10 being satisfied with what Mr. Podesta 11 said on the record, as reserving all of 12 your rights to challenge this order and 13 seek relief from it if you think you 14 should. But I didn't know that people 15 were going to now start editing it and 16 writing reservations of rights and so 17 on. 18 I can read off the names of 19 the eight people, I think I can read 20 all your handwriting. You could just 21 tell me you are either willing to do 22 that or not. If you are not willing to 23 sign it as is, then I'm certainly happy 24 for the deposition to proceed, but not 25 for you to receive copies of any 0157 1 MICHAEL LEVY - Highly Confidential 2 documents that are subject to the 3 confidentiality order. And as I say, 4 not to allow the witness to answer 5 questions with Mr. Ellis marking more 6 of these documents. 7 Mr. Ellis did sign the 8 confidentiality order, Exhibit A, as 9 did Mr. Podesta, without all these 10 reservations. So I'm sorry to have to 11 bring this up, I didn't know people 12 would do this. I can read the names or 13 not as you please, presumably the eight 14 of you know who you are, and you can 15 tell me either you will or won't sign 16 another one without all these writings. 17 I don't know how you want to proceed. 18 MR. PODESTA: Let me just 19 say, a number of the so-called edits 20 that they showed me were simply 21 statements that they were signing 22 subject to the statement I made on the 23 record. And that seems to be perfectly 24 consistent with what we said earlier, 25 and not to be a modification of your 0158 1 MICHAEL LEVY - Highly Confidential 2 order. So the court's order in the SRI 3 cases. And that seemed to be the 4 majority of the eight. I don't really 5 think there is a problem with those. 6 MR. MIGLIORI: I can tell 7 you that I am one of those people. I 8 didn't think you were referring to me 9 until Roger's comments. I just simply 10 made reference to today saying that 11 this is being signed consistent with 12 the discussion being had. I have no 13 reservations about the purpose of it or 14 qualifications to the confidentiality. 15 By signing it I agreed to its terms the 16 way it's written. I was making note of 17 the transcript that out of which the 18 discussion came. 19 MR. WILLIAMSON: I don't 20 think it's necessary. I understand 21 what you're saying. But I'm supposed 22 to get these signed Exhibit As before I 23 turn these documents over. 24 MR. MIGLIORI: The fact that 25 this conversation is on the record 0159 1 MICHAEL LEVY - Highly Confidential 2 right now is enough for me. You can 3 cross mine out, I'll sign it without a 4 problem. 5 MR. WILLIAMSON: That's what 6 I was hoping, thank you, Mr. Migliori. 7 I'm not trying to deprive you of your 8 rights to challenge this. 9 MR. MIGLIORI: I didn't want 10 to clutter the record with this. 11 MR. WILLIAMSON: Let me read 12 the names of the others if I may and 13 you can tell me if you're willing to do 14 what Mr. Migliori just said, or if you 15 are not willing to. I think it's Doug 16 Amster from St. John & Wayne. 17 MR. AMSTER: I'm going to 18 confer with my colleagues. By the time 19 you're done with going through the 20 names, I will probably have an answer 21 for you. 22 I don't think I did anything 23 wrong reserving my right to the 24 objections and saying, you know, I'm 25 not agreeing that it's a contempt 0160 1 MICHAEL LEVY - Highly Confidential 2 issue. We are certainly willing to 3 maintain the confidentiality of the 4 documents until we get a ruling. But 5 your own protective order has a 6 provision in paragraph 11 that says 7 nothing in that order shall limit any 8 party disclosure of its own 9 confidential discovery materials. So I 10 mean it seems to me the whole issue is 11 a red herring, because these are your 12 client's documents. 13 MR. PEPE: Just to go on the 14 record, not all of them are. Including 15 depositions that have already been 16 read. 17 MR. AMSTER: I've signed it. 18 I said I'm willing to maintain the 19 confidentiality of it. Now you are 20 asking me to say if there is some issue 21 that I'm agreeing that it's contempt of 22 court in a case that, you know, I'm not 23 even a party to. In a case that 24 existed before -- 25 MR. WILLIAMSON: I see that 0161 1 MICHAEL LEVY - Highly Confidential 2 you crossed out the last sentence. You 3 write, and you also did an 4 interlineation. I'm not here to try to 5 persuade you or debate it or irritate 6 you. I've got a job to do. I have 7 instructions. 8 MR. AMSTER: By the time you 9 are done with your list you will 10 probably have an answer from us. 11 MR. WILLIAMSON: So I should 12 just go ahead? 13 MR. AMSTER: Yes. 14 MR. WILLIAMSON: Should I do 15 that with everybody or just with you, 16 sir? Read off the other names. 17 MR. ELLIS: Read off 18 everyone's name. 19 MR. WILLIAMSON: Michael 20 Crowley. It looks like Amy Ruina, I 21 think. I apologize if I'm 22 mispronouncing. Jeff Moryan. Josh 23 Kolar. Don Migliori we already 24 referenced. Dick Campbell. 25 MR. CAMPBELL: All I wrote 0162 1 MICHAEL LEVY - Highly Confidential 2 on that is what I said here. 3 MR. WILLIAMSON: And the 4 last one I think is Thomas McLaughlin. 5 MR. CROWLEY: For Crowley or 6 Ruina all we did was make it subject to 7 Roger's objection. 8 MR. WILLIAMSON: Roger was 9 content to have it on the record so I 10 could deliver these so I can say I got 11 these signed the way I was supposed to. 12 MR. CROWLEY: I didn't 13 delete anything. 14 MR. WILLIAMSON: I'm not 15 trying to convince you. Tell me what 16 you want to do. I'm trying to be as 17 polite as I can carrying out the orders 18 to make sure that order is abided by 19 and I get Exhibit A. Unless and until 20 the judge tells me differently. You 21 tell me. 22 MR. CROWLEY: Which judge 23 going to tell you? 24 MR. GRANITO: I don't think 25 Judge Martin is on the bench. 0163 1 MICHAEL LEVY - Highly Confidential 2 MR. WILLIAMSON: Of course 3 he's not. 4 MR. McLAUGHLIN: I'll sign. 5 MR. MORYAN: Are you going 6 to give new ones out? 7 MR. WILLIAMSON: Yes, we 8 will. 9 (Discussion off the record.) 10 MR. MORYAN: Mr. Williamson, 11 do you have the ones that you are 12 rejecting? 13 MR. WILLIAMSON: Yes. 14 MR. MORYAN: I'll take the 15 ones that you are rejecting. 16 MR. WILLIAMSON: Give it 17 back to you? 18 MR. MORYAN: Yes. 19 MR. WILLIAMSON: Sure. 20 Let's make copies then if we 21 are going to have a debate about that, 22 so I'll have copies and you'll have 23 copies. Is that all right? 24 MR. MORYAN: Sure. 25 MR. WILLIAMSON: Thanks. 0164 1 MICHAEL LEVY - Highly Confidential 2 MR. CROWLEY: Mr. 3 Williamson, I have nothing else to 4 sign, but when it comes I'll sign. 5 MR. WILLIAMSON: Thank you 6 very much. 7 MR. CROWLEY: Do you want to 8 proceed? 9 MS. HESSION: Is there 10 anyone else who will not sign a blank 11 version? Dick, Jeff? Is there anybody 12 who will not sign the blank version as 13 is when they come back from copying? 14 MR. MORYAN: I have no idea. 15 I don't mean to be glib, but it's not 16 my day to watch. 17 (Discussion off the record.) 18 MR. AMSTER: Where did we 19 leave off, I was out making a phone 20 call? 21 MS. HESSION: We were 22 willing to proceed if everybody would 23 represent that they will sign them as 24 is when they come back from copying. 25 But it seems like there is hesitation 0165 1 MICHAEL LEVY - Highly Confidential 2 about doing that. So unless we can get 3 that representation we'll wait and see. 4 MR. KOLAR: There is no 5 hesitation here. 6 MR. AMSTER: Who else isn't 7 signing? 8 MS. HESSION: Is there 9 anybody here of these eight people who 10 is not willing to sign the form as is 11 without any interlineation, cross outs, 12 any changes? 13 Let's proceed then. 14 MR. AMSTER: Let me put on 15 the record, we are going to join in 16 everybody else's objections. We did 17 not agree that this is a contempt 18 issue. We are going to sign the form 19 and we will let Judge Hellerstein make 20 the decision. 21 MS. HESSION: Thanks, we 22 appreciate that. 23 MR. WILLIAMSON: Thank you. 24 THE VIDEOGRAPHER: We are 25 back on the record, the time is 1:20. 0166 1 MICHAEL LEVY - Highly Confidential 2 M I C H A E L L E V Y, 3 resumed, having been previously duly 4 sworn, was examined and testified 5 further as follows: 6 CONTINUED EXAMINATION 7 BY MR. ELLIS: 8 Q. Mr. Levy, prior to 9/11, 9 were there specific targeted budget 10 reductions with respect to providing 11 security at the Trade Center? 12 MR. WILLIAMSON: Objection; 13 relevance. And also outside the scope 14 of the notice for this deposition. 15 But you can answer. 16 A. No. 17 Q. Did you review the 18 deposition transcript of Mr. Dacunto? 19 A. Yes. 20 Q. Was there any discussion in 21 that transcript regarding the operating 22 expense reductions in the budget, 23 including security? 24 A. I would need to look at his 25 transcript once again. 0167 1 MICHAEL LEVY - Highly Confidential 2 (Levy Exhibit 198 for 3 identification, transcript of 4 deposition of William Dacunto.) 5 Q. Do you have in front of you 6 a document that's been marked as 7 Exhibit 198? 8 A. Yes. 9 Q. Can you identify what that 10 is, please? 11 A. It's a transcript of a 12 deposition testimony of Bill Dacunto. 13 Q. And I'd refer you to pages 14 146 through 150. Is there a discussion 15 there regarding projected budget 16 expenses and reductions in budget with 17 respect to security? 18 A. I need a minute to read it. 19 Q. Mr. Levy, does that refresh 20 your recollection as to whether there 21 were discussions regarding projected 22 reductions in the budget for security? 23 A. There was a budget that had 24 certain projected reductions in cost. 25 Q. And included in those 0168 1 MICHAEL LEVY - Highly Confidential 2 projected reductions in cost were costs 3 for providing security; am I correct? 4 A. Yes. 5 Q. And those projected 6 reductions in security costs were for 7 the years 2002, 2003 and 2004? 8 A. Yes. 9 Q. And those projected 10 reductions were $500,000 in 2002, a $1 11 million reduction in 2003, and a $1.5 12 million reduction in 2004; is that 13 correct? 14 A. Yes. 15 Q. And can you tell me what 16 those projected reductions were based 17 upon? 18 A. It was an estimate from 19 operations on being able to reduce the 20 cost of security. 21 Q. And who prepared that 22 estimate? 23 A. I think if you read in the 24 testimony, he wasn't sure who had 25 prepared those estimates. He being 0169 1 MICHAEL LEVY - Highly Confidential 2 William Dacunto. 3 Q. And what was Mr. Dacunto's 4 job? 5 A. He was, I had said 6 previously, a director of operations 7 for Silverstein. And he was looking at 8 an operating budget that had been 9 prepared prior to 9/11. 10 Q. My question is, do you know 11 who prepared those budget estimates, 12 those reductions? 13 MR. WILLIAMSON: Objection; 14 asked and answered. 15 You can answer it again. 16 A. No, I do not. 17 Q. Who would know? 18 A. I'm not sure anybody would 19 know. 20 Q. Did Mr. Dacunto work for 21 Mr. Chu, or work under Mr. Chu? 22 A. Yes. 23 Q. Do you recall having any 24 discussions whatsoever regarding those 25 projections? 0170 1 MICHAEL LEVY - Highly Confidential 2 A. Yes, I do. 3 Q. And what discussions do you 4 recall? 5 A. In the whole transaction, 6 you always want to have the lowest cost 7 possible and maintain the highest 8 amount of security. So taking over for 9 The Port Authority, the question I 10 posed was could we reduce the cost as a 11 private operator and equal or exceed 12 the security they had in place. And 13 during that period of time where we 14 were trying to close the transaction, 15 as well as take over the transition to 16 private ownership, people felt, and I 17 don't remember who the author of the 18 budget is at this time, that you could 19 receive some efficiency savings and 20 just better management would result in 21 these savings. 22 Q. And the specifics are 23 really what interests me. What were 24 the efficiency savings and better 25 management that was being discussed as 0171 1 MICHAEL LEVY - Highly Confidential 2 a means to getting a reduction? 3 A. It was conceptual, there was 4 no specifics. Just in general the way 5 we ran the other buildings and the cost 6 per foot at other buildings, there was 7 a feeling that we could reduce the 8 cost. 9 Q. And it certainly was not 10 your intent to reduce the effectiveness 11 of security; is that correct? 12 A. That is correct. 13 Q. Did you receive any 14 information during the summer of 2001 15 when this budget was being prepared and 16 you were closing on this transaction as 17 to whether or not the terrorist threat 18 level in the United States was higher 19 or lower than it had been in prior 20 years? 21 A. No, we did not. 22 Q. Did you ask anyone to try 23 and obtain that information as relevant 24 to the amount of money you may have to 25 project in your budget for security 0172 1 MICHAEL LEVY - Highly Confidential 2 costs? 3 A. No, we did not. 4 Q. Is there a reason why you 5 didn't ask anybody for that 6 information? 7 MR. WILLIAMSON: Same 8 objection; relevance and beyond the 9 scope of the notice. 10 But you can answer. 11 A. At the time, after 12 evaluating and reviewing The Port 13 Authority security standards in place, 14 and focusing on the security costs we 15 were looking to make more efficient, we 16 did not do -- we did not contact anyone 17 else about terrorist risks. 18 Q. Do you know what 19 information The Port Authority relied 20 upon to prepare its security standards? 21 A. No, I do not. 22 Q. Did anyone make any inquiry 23 as to what information The Port 24 Authority relied upon to establish its 25 security standards? 0173 1 MICHAEL LEVY - Highly Confidential 2 A. I do not believe so. 3 Q. Is there a reason why no 4 one did that? 5 A. My recollection is during 6 the transaction, The Port Authority 7 said these are the security standards 8 you must maintain, and we, as part of 9 the transaction, understood that these 10 are the standards they wanted and we'd 11 have to abide by them. 12 Q. But you also indicated that 13 you were establishing a security 14 budget; correct? 15 A. Correct. 16 Q. So that insofar as paying 17 for the cost of security, that was an 18 obligation that Silverstein undertook? 19 A. Correct. 20 Q. And insofar as the cost was 21 concerned, and establishing a budget, 22 would it not be relevant to determine 23 what the particular threats might be in 24 order to determine the amount of 25 security and the cost of security that 0174 1 MICHAEL LEVY - Highly Confidential 2 might be necessary? 3 MR. WILLIAMSON: Same 4 objection. 5 You can answer. 6 A. We knew what program The 7 Port Authority had in place and we 8 transitioned into a private ownership. 9 We believed we could run it more 10 efficiently, cheaper. We believed, 11 based on our experience of running 12 other office buildings we could 13 accomplish that without compromising 14 security. 15 Q. Excuse me if this sounds 16 impolite, but did you believe or did 17 you hope that you could provide it more 18 efficiently? 19 MR. WILLIAMSON: Objection 20 to the form of the question; it's 21 argumentative. 22 You can answer anyway. 23 A. We believe based on a prior 24 experience of running commercial office 25 buildings in Manhattan that we could 0175 1 MICHAEL LEVY - Highly Confidential 2 achieve lower costs and maintain the 3 same level of security. 4 Q. And that prior experience 5 never included managing a building that 6 had been the target of a terrorist 7 attack; is that correct? 8 MR. WILLIAMSON: Objection; 9 asked and answered. 10 You can answer it again. 11 A. Yes. 12 Q. Did you review the 13 deposition of Mr. Chu in preparation 14 for this deposition today? 15 A. Yes, I did. 16 Q. And do you know whether or 17 not Mr. Chu discussed projected 18 reductions in the cost of providing 19 security for your budget? 20 A. If you would show me the 21 copy of the transcript, I will refresh 22 my memory and answer your questions. 23 (Levy Exhibit 199 for 24 identification, transcript of 25 deposition of Chi Chu.) 0176 1 MICHAEL LEVY - Highly Confidential 2 Q. Mr. Levy, we have in front 3 of you Exhibit 199. Can you identify 4 what that is for the record and give us 5 the Bates stamp numbers on the first 6 and last page? 7 A. The Bates stamp number is 8 SIL 02346, that's page 1. And on the 9 last page, it's just stamped on the 10 first page. There are no further Bates 11 stamps. 12 Q. Could you tell us what the 13 document is? 14 A. Testimony during deposition 15 for Chi Chu. 16 Q. And the date of that 17 deposition? 18 A. March 18, 2002. 19 Q. And I'd like to refer you 20 to, there may be other pages, but I 21 would like to refer you to pages 66 22 through the top of page 70, and ask you 23 if that refreshes your recollection as 24 to whether Mr. Chu was involved in any 25 discussions prior to 9/11 regarding the 0177 1 MICHAEL LEVY - Highly Confidential 2 cost of security and estimating the 3 budget for that. 4 A. I'm sorry, you said through 5 what page? 6 Q. The top of page 70. 7 A. To what line, please? 8 Q. Line 6. 9 A. Okay. 10 Q. Has that refreshed your 11 recollection, Mr. Levy? 12 A. Yes. 13 Q. Can you tell us if Mr. Chu 14 had any discussions prior to 9/11 15 regarding the cost of providing 16 security at the Trade Center? 17 A. He hired consultants to 18 evaluate the cost of security. 19 Q. And who were those 20 consultants? 21 A. He does not specify in his 22 deposition who these consultants were. 23 Q. And do you know who they 24 were? 25 A. No, I do not. 0178 1 MICHAEL LEVY - Highly Confidential 2 Q. Do you know if any memos 3 were prepared regarding the cost of 4 providing security? 5 A. I really don't recall. 6 Q. Do you know if it was 7 Mr. Chu's conclusion that the cost of 8 security could be lessened? 9 A. According to his deposition 10 testimony, he felt that the existing 11 provider of security was overbilling us 12 or was using profit markups that were 13 way out of line. And he felt that by 14 reducing those markups you could reduce 15 cost and maintain security. 16 Q. And when you say the 17 provider that was billing you, who are 18 you referring to? 19 A. I don't recall the 20 contractor at the time of this. 21 Q. Was that Summit Security? 22 A. It may very well have been, 23 I don't recall. 24 Q. And that was the provider 25 of guard service? 0179 1 MICHAEL LEVY - Highly Confidential 2 A. Yes. 3 Q. Do you know if Summit 4 Security did any employment background 5 checks or criminal background checks on 6 its screeners? 7 MR. WILLIAMSON: Again, 8 objection; relevance and beyond the 9 scope of this deposition. 10 But you can answer. 11 A. I don't know. 12 Q. You indicated that they 13 were there to keep weapons out earlier 14 today. I don't want to mischaracterize 15 your testimony. But is that what you 16 stated? 17 A. No, I did not say that. 18 Q. Was there any concern 19 regarding the types of weapons that 20 might be brought into the building with 21 respect to determining what security 22 measures would be necessary? 23 A. I'm sure there was. 24 Q. Do you know if there were 25 any standards for trying to identify or 0180 1 MICHAEL LEVY - Highly Confidential 2 detect weapons that might be brought 3 into the building? 4 A. Besides what I outlined on 5 the screening procedure to the office 6 towers, no, I do not. 7 Q. Do you know if there were 8 any discussions about that? 9 A. No, I don't. 10 Q. Do you know if there were 11 any discussions with respect to 12 monitoring or detecting explosives that 13 might be brought into the building? 14 A. No, I do not. 15 Q. Was that an item of 16 discussion amongst the Silverstein 17 group in terms of determining what 18 security measures might be necessary? 19 A. I don't know. 20 Q. Did you ever have any 21 discussions about that? 22 A. No, I did not. 23 Q. Was there ever any 24 discussion at The Port Authority as to 25 trying to determine whether anyone 0181 1 MICHAEL LEVY - Highly Confidential 2 might be bringing illegal or concealed 3 weapons on to the premises? 4 MR. WILLIAMSON: You said at 5 The Port Authority? 6 MR. ELLIS: At Silverstein. 7 At the World Trade Center, yes. 8 Q. Whether there might be any 9 individuals entering the premises 10 bringing concealed weapons through that 11 checkpoint area that you described. 12 A. I'm sorry, could you restate 13 the question? 14 Q. Let me rephrase it. 15 Was there ever any 16 discussions regarding any security 17 measures to detect and/or prevent the 18 carriage of illegal or concealed 19 weapons through the checkpoint? 20 MR. WILLIAMSON: Again, same 21 objection. 22 You can answer. 23 A. I'm not aware of any. 24 Q. Do you know whether box 25 cutters are considered a concealed 0182 1 MICHAEL LEVY - Highly Confidential 2 weapon within the confines of the City 3 of New York? 4 MR. WILLIAMSON: Objection 5 to the form of the question. 6 A. No, I do not. 7 Q. Do you know if there was 8 any attempt to confiscate box cutters? 9 MR. WILLIAMSON: Objection 10 to the form of the question; ambiguous. 11 You can answer. 12 A. I think the answer to that 13 question is yes. 14 Q. And what was that, what 15 were those measures or attempts to 16 confiscate such items? 17 A. I'm sorry, by the City of 18 New York? 19 Q. No, by the people at the 20 security checkpoint. 21 MR. PEPE: Objection to 22 form. 23 A. I'm sorry, your question 24 before started talking -- 25 Q. Was there ever any attempt 0183 1 MICHAEL LEVY - Highly Confidential 2 to detect or prevent the carriage of 3 box cutters into the premises? 4 MR. WILLIAMSON: Where, 5 when? 6 MR. ELLIS: Prior to 9/11. 7 World Trade Center towers. 8 MR. WILLIAMSON: You can 9 answer. 10 A. I don't know. 11 Q. Who would know that? 12 A. Port Authority. 13 Q. In putting this budget 14 together, were there any discussions 15 regarding the types of security 16 countermeasures, the specific 17 countermeasures that would be needed to 18 address the risks presented to the 19 building? 20 A. As I previously testified, 21 being only in control for 49 days, we 22 had done as much as I think we could 23 within that period. We hired Kroll to 24 evaluate security, we hired John 25 O'Neill as director of security. 0184 1 MICHAEL LEVY - Highly Confidential 2 That's what we were able to do within 3 that 49 days. 4 Q. Was there any criteria that 5 the Silverstein organization would use 6 to determine whether or not a proposed 7 security measure would be implemented? 8 A. We would certainly talk to 9 the people preparing the report, which 10 was Kroll, get their recommendation. 11 Then we'd sit and discuss it. 12 Q. Was there ever any 13 discussion of putting in magnetometers, 14 or explosive detection devices or x-ray 15 machines prior to tenants entering or 16 visitors entering the buildings? 17 A. As I repeat, during the 49 18 days, the Kroll report was still not 19 complete and therefore their 20 recommendations, whatever they were, 21 since I have not seen that report, 22 could not have been implemented. 23 Q. Well, was there any 24 discussions regarding what the criteria 25 would be for determining whether 0185 1 MICHAEL LEVY - Highly Confidential 2 particular countermeasures, such as the 3 examples I gave you or others, would be 4 implemented? 5 A. If the consultant preparing 6 the report is not finished with the 7 report, you are then dealing with 8 something that's incomplete and 9 therefore we would have waited to have 10 a complete report and then evaluated 11 the report. 12 Q. What would you have 13 evaluated the report on, what were the 14 criteria you were going to use to 15 evaluate the report? 16 A. We would have to read the 17 report, sit down and speak with them 18 and see why their recommendations were 19 such. But again, we're talking about 20 something that was incomplete and my 21 guess is unfinished. And to have 22 criteria before something is complete 23 doesn't seem that it's possible to be 24 efficient and get that done. 25 Q. And during the 49 days that 0186 1 MICHAEL LEVY - Highly Confidential 2 you were there prior to 9/11, what were 3 the criteria that you used, if any, to 4 determine whether the security measures 5 that were in place were adequate? 6 MR. WILLIAMSON: Objection; 7 asked and answered. 8 You can answer it again. 9 A. We continued with the 10 security measures in place. We hired 11 Kroll with The Port Authority to 12 analyze the security from top to bottom 13 to see where improvements could be 14 made. As I previously testified. We 15 also in that same period of time hired 16 John O'Neill to be director of 17 security. 18 Q. Were there any discussions 19 prior to 9/11 of Kroll providing a 20 report and then being asked to redraft 21 it because they were critical of 22 security measures? 23 MR. WILLIAMSON: Objection; 24 asked and answered. 25 You can answer it again. 0187 1 MICHAEL LEVY - Highly Confidential 2 A. I believe in Mr. Wharton's 3 deposition he does make reference to 4 that. 5 Q. And what does that refer 6 to, because I believe you indicated you 7 referred to -- you reviewed 8 Mr. Wharton's deposition? 9 A. Yes, I did. I need to go 10 back and look at that if I have it. 11 Q. I refer you to pages 24 and 12 25 just to speed it up. 13 A. Thank you. 14 Okay. 15 Q. Does that refresh your 16 recollection, Mr. Levy? 17 A. Yes. 18 Q. Can you tell us what your 19 recollection is as to whether or not 20 Mr. Wharton indicated that he asked 21 Kroll to redraft their report because 22 it was unduly critical of some of The 23 Port operations? 24 A. Well, the rest of the 25 phrase, according to Mr. Wharton, is 0188 1 MICHAEL LEVY - Highly Confidential 2 "based upon the amount of time they had 3 to spend and the amount of information 4 that was available to them." And he 5 goes on to say that he asked them to 6 reconsider the report, consider 7 withdrawing it and amending it. 8 Q. Because he felt it was 9 unduly critical of the port's 10 operations? 11 A. And the rest of the sentence 12 says based on the amount of time that 13 they had to spend and the amount of 14 information that was made available to 15 them. 16 Q. And who is he referring to, 17 the amount of who's time and the amount 18 of which information? Is this 19 information The Port had or information 20 that Kroll had? 21 A. Information that Kroll had. 22 Q. So Mr. Wharton felt that 23 Kroll didn't have enough information to 24 judge whether or not The Port Authority 25 operations were sufficient or not? 0189 1 MICHAEL LEVY - Highly Confidential 2 A. No, that's not what I'm 3 saying. What he said was that based 4 upon the amount of time and the amount 5 of information that was made available 6 to Kroll, and again, I'm speculating 7 here, but the amount of information was 8 made available to them he felt that 9 their report was unduly harsh. It 10 doesn't critique, since I don't have 11 the report in front of me, I can't 12 characterize what they are critiquing. 13 Q. Did Mr. Wharton receive a 14 copy of this draft report in his 15 capacity as director of the World Trade 16 Center for Silverstein? 17 A. He must have. 18 Q. And this is during that 19 49-day period prior to 9/11? 20 A. Yes. 21 Q. And did he prepare any 22 memos with respect to that report, that 23 you're aware of? 24 A. Not that I'm aware of. 25 Q. Do you know if he 0190 1 MICHAEL LEVY - Highly Confidential 2 circulated copies of that draft? 3 A. I really don't know. But 4 one thing to keep in mind is right 5 after 9/11, our office -- Mr. Wharton's 6 office, as well as Mr. O'Neill's office 7 and the offices of operations were at 8 the World Trade Center. And when the 9 buildings went down, all those records 10 went down with them. 11 Q. I understand that. And in 12 light of that, did you make any attempt 13 to contact Mr. Wharton with respect to 14 asking him if he had any more specific 15 recollection of this report or had 16 copies of it? 17 A. Mr. Williamson spoke to 18 Mr. Wharton. And Mr. Wharton felt that 19 he would testify to whatever he needs 20 to testify and rather do it that way as 21 opposed to his spending a dialogue with 22 us. 23 Q. Okay. Now, do you know if 24 Mr. Wharton has any background in 25 security or risk management? 0191 1 MICHAEL LEVY - Highly Confidential 2 A. I do not know. 3 Q. Mr. Wharton indicated that 4 in addition to speaking with Kroll, I 5 believe on page 23 of his transcript, 6 he spoke to you, Bill Dacunto and Chi 7 Chu. 8 A. He said it would be likely. 9 Q. You're right, likely would 10 have talked to you. 11 A. And as I previously 12 testified, I don't recall such 13 conversation. 14 Q. Would that have been an 15 expected conversation insofar as you 16 were involved with ultimately, you 17 know, preparing the budget in 18 consultation with others? 19 MR. WILLIAMSON: Objection. 20 Q. That you would discuss with 21 a person like Mr. Wharton the budget 22 items for providing security? 23 MR. WILLIAMSON: Objection 24 to the form of the question. 25 You can answer it. 0192 1 MICHAEL LEVY - Highly Confidential 2 A. First of all, I didn't 3 prepare the budget, I reviewed the 4 budget as part of an overall financial 5 transaction. And as my 6 responsibilities at Silverstein, I 7 review all the budgets of all the 8 buildings. So I did not prepare the 9 budget. 10 Q. What's the purpose of your 11 review? 12 A. Chief financial officer. 13 Q. And what are you looking 14 for, what are you reviewing for? 15 A. Abnormalities, things that 16 might affect the properties. Again, 17 analytical, as I previously testified. 18 With respect to Mr. Chu and 19 Mr. Dacunto, once a recommendation I 20 would believe by Mr. Wharton as to 21 security had been made, he certainly 22 would have spoken to them. But before 23 that he certainly might not have spoken 24 to me, and they have said both Bill and 25 Chi, that he did not speak to them 0193 1 MICHAEL LEVY - Highly Confidential 2 about it either. 3 Q. Did you ever have any 4 discussions with Mr. Wharton regarding 5 his opinion of The Port Authority's 6 security operations. 7 A. No, I did not. 8 Q. Did you ever speak to 9 Mr. Levy -- Mr. Dacunto or Mr. Chu 10 regarding their opinions of the Port 11 Authority security operations? 12 A. No, I did not. 13 Q. Do you know if this Kroll 14 report that was unduly critical in the 15 opinion of Mr. Wharton of The Port 16 operations, called for increasing the 17 cost of security? 18 A. I have no knowledge of that. 19 Q. I don't know if I asked you 20 this before, but if I did I apologize. 21 Do you know who at Kroll was the main 22 contact person with respect to the 23 preparation of this report? 24 MR. WILLIAMSON: Objection; 25 asked and answered. 0194 1 MICHAEL LEVY - Highly Confidential 2 You can answer it again. 3 A. I don't remember. 4 Q. Would there be any 5 documents that you would have that 6 would indicate who the contact people 7 were at Kroll for the preparation of 8 this report? 9 A. I don't know. 10 Q. Did you make a search for 11 any such documents? 12 A. We do not have a copy of a 13 Kroll report. 14 Q. That's not what I'm asking. 15 My question is, who are the contact 16 people at Kroll, and any documents that 17 might be relevant to that. 18 A. I did not search that. 19 Q. The report prepared by 20 Alternative Insurance Works. 21 A. Yes. 22 Q. The first document that we 23 had marked as an exhibit today. Do you 24 know who the contact person at 25 Alternative Insurance Works was with 0195 1 MICHAEL LEVY - Highly Confidential 2 respect to the preparation of their 3 report? 4 A. His name was Hickey. 5 Q. Have you spoken to 6 Mr. Hickey in preparation for this 7 deposition? 8 A. No, I did not. 9 Q. Did you review any 10 documents prepared by Mr. Hickey other 11 than the property risk report that 12 we've already had marked? 13 A. No, I did not. 14 Q. Did you review his 15 deposition transcript? 16 A. Yes, I did. 17 Q. Did Silverstein have any 18 discussions regarding any testing with 19 respect to the adequacy of the security 20 measures that were in place? 21 MR. WILLIAMSON: Again, same 22 objection, outside the scope of the 23 notice and not relevant to the claims. 24 MR. ELLIS: I don't know why 25 you keep saying that, I'm looking at 0196 1 MICHAEL LEVY - Highly Confidential 2 the topics and it's there. 3 MR. WILLIAMSON: Which one, 4 pick one? 5 MR. ELLIS: Any internal 6 discussions, communications or 7 documents concerning the criteria for 8 determining the type of security, 9 countermeasures, number 8, number 9, 10 number 10, number 11 is specifically 11 regarding the effectiveness of security 12 countermeasures that were in place. 13 MR. WILLIAMSON: That were 14 implemented. The word is implemented 15 in each of those. 16 MR. ELLIS: Yes. 17 MR. WILLIAMSON: You haven't 18 asked him that. 19 MR. ELLIS: I'm sorry if I 20 didn't use the exact word, but that's 21 what it was. 22 Q. Let's go right to the 23 topic. With respect to topic number 24 11, Mr. Levy, can you please read it 25 into the record. 0197 1 MICHAEL LEVY - Highly Confidential 2 A. "Any internal discussions, 3 communications or documents concerning 4 the criteria for determining the 5 effectiveness of the security 6 countermeasures that were implemented 7 to protect the World Trade Center and 8 nearby occupants and property from the 9 risk of a terrorist attack prior to 10 September 11, 2001." 11 Q. And I'd like to ask you 12 what, if anything, you did in order to 13 prepare yourself to respond to this 14 topic at this deposition. 15 MR. WILLIAMSON: Other than 16 everything he's already testified to? 17 MR. ELLIS: I don't think 18 anything he's testified to addressed 19 the implementation and the 20 effectiveness of that implementation. 21 So we can use that as a catchall 22 response, but it's not applicable here. 23 So the answer is no, I want to know a 24 response to this question. 25 MR. WILLIAMSON: You can 0198 1 MICHAEL LEVY - Highly Confidential 2 answer. 3 A. During the 49 days, we 4 continued the procedures The Port 5 Authority had laid out. And those were 6 the only countermeasures that were in 7 place as of 9/11. 8 Q. That's not my question, 9 that's not the topic. The topic is 10 what, if anything, did you do regarding 11 testing whether or not those security 12 countermeasures were effective? 13 MR. WILLIAMSON: Objection 14 to the form of that question. 15 You can answer. 16 A. We did -- the only thing we 17 did, or actually let me rephrase that. 18 What we did was continue the 19 process that The Port Authority had put 20 in place, we did not do any other 21 testing. 22 Q. So was there any 23 discussions regarding whether or not 24 there should be some testing of the 25 adequacy of those security measures? 0199 1 MICHAEL LEVY - Highly Confidential 2 A. Again, we go back to the 3 Kroll report which was commissioned to 4 critique the security in place at the 5 World Trade Center, which had not been 6 completed. 7 Q. So part of the Kroll 8 assignment was to critique The Port 9 Authority's security measures? 10 A. No, to critique the security 11 at the World Trade Center is what I 12 said. 13 Q. And when they gave you the 14 first draft of their report criticizing 15 some of those measures you didn't like 16 that and you wanted them to redo it 17 again? 18 MR. WILLIAMSON: Objection 19 to the form of the question. It's also 20 argumentative. 21 You can answer. 22 A. I believe Mr. Wharton 23 testified in his deposition that it was 24 unduly critical and it was based on 25 information they did not have available 0200 1 MICHAEL LEVY - Highly Confidential 2 to them. And I have not personally 3 read the report, so I cannot answer 4 that for myself. 5 Q. So other than retaining 6 Kroll to review the security measures, 7 are you aware of any other discussions 8 or communications regarding measures 9 for testing the effectiveness of the 10 security measures that were in place? 11 A. No. 12 Q. Is there a reason why there 13 were no such discussions? 14 A. We'll go back to 49 days. 15 In 49 days I think we accomplished 16 quite a bit. We hired Kroll to analyze 17 it, which is the first step, before you 18 attack a problem you analyze a problem. 19 Secondly, we hired John O'Neill to be 20 director of security. So within those 21 49 days, I believe we did quite a lot. 22 Without having a full 23 understanding of what the security 24 measures were in place and a 25 recommendation for improvement, it's 0201 1 MICHAEL LEVY - Highly Confidential 2 hard to test and make corrections or 3 modify. 4 Q. And the answer to my 5 question is other than Kroll being 6 hired prior to 9/11, in those 49 days, 7 there was no discussions regarding 8 testing the effectiveness of the 9 security countermeasures? 10 A. Yes. 11 Q. Whose responsibility within 12 the Silverstein organization would it 13 have been to determine whether it would 14 be appropriate to test the 15 effectiveness of the security 16 countermeasures? 17 A. John O'Neill. 18 Q. Mr. O'Neill didn't start 19 until, what was it? 20 A. August 23rd. 21 Q. August 23rd. Prior to 22 August 23rd, whose responsibility was 23 it to determine whether there should be 24 some testing of the effectiveness of 25 the security? 0202 1 MICHAEL LEVY - Highly Confidential 2 A. At that time we were using 3 Port Authority transition people, one 4 in particular, Mr. Karpiloff. And we 5 did not do any testing during that 6 30-day period. 7 Q. Was there ever any 8 discussion within the Silverstein 9 organization as to whether, as a 10 general proposition, security 11 countermeasures could be implemented 12 that would be 100 percent effective? 13 A. There was no such 14 discussion. 15 Q. Was there ever any 16 discussion with respect to how 17 effective security could be at a 18 checkpoint where there are many people 19 passing through? 20 MR. WILLIAMSON: Objection; 21 again, relevance and scope of the 22 deposition notice. 23 But you can answer. 24 A. I don't believe so. 25 Q. In figuring out how much 0203 1 MICHAEL LEVY - Highly Confidential 2 money you should spend for security, 3 did you ever discuss or consider 4 whether or not you could have 100 5 percent effective security measures at 6 a checkpoint? 7 A. No, we did not. 8 Q. Did you ever consider 9 whether or not there may be privacy 10 issues that would limit your right to 11 do checking at a checkpoint? 12 A. No, we did not. 13 Q. Did you ever discuss the 14 possibility of using behavioral 15 profiling at the checkpoints? 16 A. What you're suggesting would 17 not -- I have never seen in an office 18 building, even under the new security 19 guidelines, in terms of what the people 20 are doing now for security. You're 21 talking more about governmental, where 22 they do profiling and they do much more 23 intrusive types of security. But in 24 answer to your question, the answer is 25 no, we did not consider it. 0204 1 MICHAEL LEVY - Highly Confidential 2 Q. As of 9/11 did you ever see 3 that kind of profiling or security 4 measures implemented at any private 5 entities? 6 A. I don't know whether you 7 consider an airport private. I guess 8 some of them are, some of them aren't. 9 But in commercial office buildings, no. 10 Q. So other than an airport, 11 which may not be considered in your 12 mind as private, you don't recall 13 seeing any of those types of security 14 measures? 15 A. No. 16 Q. Were there ever any 17 discussions in determining the amount 18 of budget that you would like to use 19 with respect to whether or not a 20 private entity could perform those 21 types of security functions? 22 MR. WILLIAMSON: Objection 23 to the form of the question. 24 You can answer. 25 A. We did not have those 0205 1 MICHAEL LEVY - Highly Confidential 2 discussions. 3 Q. Did you ever have lawyers 4 on the staff or outside counsel review 5 whether or not those types of 6 countermeasures could be provided? 7 MR. WILLIAMSON: Objection. 8 Instruct you not to answer, the 9 question is seeking attorney-client 10 privileged communications. 11 MR. ELLIS: I'm not asking 12 the substance, I'm asking whether or 13 not there was discussion. 14 MR. WILLIAMSON: You can 15 answer yes or no as to whether there 16 were such discussions without 17 disclosing the substance, if any. 18 A. No. 19 Q. Did Silverstein have any 20 budgetary constraints with respect to 21 the cost of security that it would 22 provide? 23 A. No. 24 Q. So no matter what the cost 25 was, you guys were willing to provide 0206 1 MICHAEL LEVY - Highly Confidential 2 it? 3 MR. WILLIAMSON: Objection 4 to the form of the question. 5 You can answer it. 6 A. To make sure that our 7 tenants were protected in a safe 8 environment, yes. 9 Q. And what if the cost of 10 security was triple what The Port 11 Authority was paying, what if someone 12 recommended to you -- what if Kroll 13 came back and recommended that you 14 triple the cost of security that was 15 being paid for under the security 16 measures provided by The Port, would 17 Kroll have -- what were the criteria 18 for determining whether Kroll would 19 adopt -- whether Silverstein would 20 adopt those security proposals? 21 MR. PEPE: Objection to the 22 form. 23 MR. WILLIAMSON: Objection 24 to the form of the question. Aside 25 from being compound, it also calls for 0207 1 MICHAEL LEVY - Highly Confidential 2 speculation and lacks foundation. 3 Subject to those objections, 4 you can answer it. 5 MR. ELLIS: Just so we're 6 clear, I'm asking for the criteria. 7 I'm using a hypothetical to obtain the 8 criteria. Which I've had a difficult 9 time obtaining directly. So I'm using 10 a hypothetical. 11 MR. WILLIAMSON: Object to 12 that commentary insofar as it's an 13 attempt to amend the otherwise 14 defective question. 15 But you can answer it if you 16 are able to. 17 A. It's very difficult for me 18 to answer a hypothetical criteria and 19 hypothetical cost. I really can't 20 speculate as to that. 21 Q. Well, what if Kroll came 22 back and said we think there is a risk 23 of terrorists attacking the building 24 again, Al Qaeda is very clever, and we 25 think they are going to come back and 0208 1 MICHAEL LEVY - Highly Confidential 2 they are going to try and attack this 3 building again. And we think you have 4 to put in security measures that will 5 include behavioral profiling, 6 employment and criminal background 7 checks for screeners, magnetometers, 8 x-ray machines, explosive detection 9 devices, things of that nature, and the 10 total cost would be triple the cost of 11 what you were paying to the Port 12 Authority. Or what The Port Authority 13 was paying for security. 14 My question is simply, what 15 would have been the criteria, or what 16 were the criteria that Silverstein 17 would use to determine whether or not 18 to adopt those proposals? 19 MR. WILLIAMSON: Objection 20 to the form of the question. Also 21 outside the scope of the notice. And 22 it's also outside the scope of 23 relevance in light of the events of 24 9/11. 25 Subject to those objections, 0209 1 MICHAEL LEVY - Highly Confidential 2 you can answer the question. 3 A. The items that you're 4 discussing sound more like an airport 5 than an office building with tenants 6 moving in and out. The criteria, 7 again, we're speculating as to 8 hypothetical criteria and a 9 hypothetical example. I really can't 10 speculate until, unless we saw a real 11 report with real recommendations. And 12 we evaluate it that way. I'm not going 13 to speculate here as to what I might 14 have done based on a hypothetical set 15 of facts. 16 Q. I'm not asking you for what 17 you would have done. 18 A. You just did. 19 Q. No, I didn't. 20 I asked you for the 21 standards that you would use to 22 determine what you would have done. 23 A. Hypothetical standards. 24 MR. WILLIAMSON: Let him 25 finish. 0210 1 MICHAEL LEVY - Highly Confidential 2 Q. Those standards I hope are 3 not hypothetical. I'm asking for 4 concrete standards that you would have 5 used to determine whether or not 6 Silverstein was going to implement 7 recommended security measures. 8 MR. WILLIAMSON: Objection 9 to the form of the question. 10 You can answer. 11 A. The overriding criteria 12 would have been the safety of our 13 tenants. And I can give you an exact, 14 I can give you a different example as 15 to the willingness of Silverstein to 16 spend money. When we built 7 World 17 Trade Center, we are way above building 18 code to prevent what happened on 9/11 19 from happening again. So that's a 20 concrete example of our willingness to 21 do what we need to do to protect our 22 tenants. 23 We have double, 24 inches of 24 concrete in the core, and we have other 25 safety features way above building code 0211 1 MICHAEL LEVY - Highly Confidential 2 on 7 World Trade Center. That's an 3 example of the way we take it seriously 4 about the safety of our tenants. 5 Your example is what are 6 your standards for a hypothetical 7 problem. And I'm saying to you is the 8 number one standard and criteria is the 9 safety of our tenants. 10 Q. Any other criteria? 11 A. They all pale when compared 12 to the safety of the tenants. 13 Q. Was the retail area at the 14 World Trade Center a potential target 15 for terrorists? 16 A. I assume if the office 17 buildings were, the retail probably was 18 as well. 19 Q. Were the retail areas 20 accessible from the subways? 21 A. Yes. 22 Q. Were they accessible 23 generally from the public? 24 MR. WILLIAMSON: Again, all 25 irrelevant. 0212 1 MICHAEL LEVY - Highly Confidential 2 But you can answer. 3 A. Yes. 4 Q. Was there any security 5 checkpoint or security in place to 6 determine whether or not someone coming 7 into the retail area was carrying a 8 bomb? 9 A. No. 10 Q. Would that affect the 11 safety of the tenants? 12 A. Yes. 13 Q. Why was there no security 14 measures there? 15 A. I can only answer for 16 Silverstein. We only had the office 17 towers 1, 2, 4, 5. The retail space 18 was leased to Westfield. 19 Q. Was there any provision in 20 security to enter 1, 2, 4 and 5 space 21 to check for explosives so that someone 22 doesn't enter the premises with a bomb 23 and set it off? 24 A. As I previously testified, 25 we did not have that in place. 0213 1 MICHAEL LEVY - Highly Confidential 2 Q. Would that involve the 3 safety or impact the safety of the 4 tenants? 5 A. Yes. 6 Q. Then what factors came into 7 play so that no such security measures 8 were implemented? 9 A. As I previously testified, 10 we, in order to know a problem you have 11 to evaluate a problem and go through a 12 whole process. What is the problem, 13 how do you fix the problem, how do you 14 implement the problem. We weren't at 15 the implementation stage. 49 days 16 doesn't give you a lot of time to 17 implement when you are still 18 researching the problem. 19 Q. Was it well known that 20 there were suicide bombers? 21 MR. WILLIAMSON: Objection 22 to the form of the question; lacks 23 foundation. 24 Q. Prior to 9/11. 25 MR. WILLIAMSON: Also 0214 1 MICHAEL LEVY - Highly Confidential 2 ambiguous and assumes facts not in 3 evidence. 4 You can answer. 5 MR. PEPE: Objection to 6 form. 7 A. I'm not aware in the United 8 States of suicide bombers. 9 Q. Weren't there suicide 10 bombers in Israel pre-9/11? 11 MR. WILLIAMSON: Objection; 12 relevance. 13 You can answer. 14 A. Yes. 15 Q. Was that relevant to 16 determining whether or not there might 17 be suicide bombers entering the Trade 18 Center? 19 A. I'm not an expert in the 20 field of counterterrorism or terrorism. 21 It did not come up in our discussions. 22 Again, because we were analyzing a 23 problem, evaluating a problem, trying 24 to implement corrections if necessary. 25 MR. ELLIS: You want to take 0215 1 MICHAEL LEVY - Highly Confidential 2 just five minutes? 3 MR. WILLIAMSON: Absolutely. 4 THE VIDEOGRAPHER: Going off 5 the record, the time is 2:06. 6 (A recess was taken.) 7 THE VIDEOGRAPHER: We are 8 back on the record, the time is 2:19, 9 and this is the beginning of tape 10 No. 3. 11 BY MR. ELLIS: 12 Q. Mr. Levy, prior to the 13 closing in July of 2001, were there 14 discussions during the negotiation with 15 the lenders, GMAC, regarding the risk 16 of terrorist attacks? 17 A. No. 18 Q. Were there discussions with 19 insurers that were required as a 20 condition to getting the financing that 21 you were looking for, were there 22 discussions with insurers regarding the 23 risk of terrorist attacks? 24 A. By Silverstein? 25 Q. By Silverstein. Or their 0216 1 MICHAEL LEVY - Highly Confidential 2 representatives. 3 A. In going through the 4 documents, I know certain insurers were 5 concerned about target risk and were 6 concerned about the '93 bombing. The 7 answer is yes. 8 Q. Was this a major concern of 9 insurers, in other words, was the 10 concern of insurers the possibility of 11 a future terrorist attack? 12 MR. BADGER: Objection to 13 the form. 14 MR. WILLIAMSON: Objection 15 to the form of the question. Also 16 causes him to speculate as to what was 17 in somebody else's mind. 18 Q. Were some of the insurers 19 balking at insuring the Trade Center 20 because it was a target risk, in your 21 words? 22 MR. BADGER: Objection to 23 form. 24 A. Yes. 25 Q. Who were those insurers? 0217 1 MICHAEL LEVY - Highly Confidential 2 A. One that comes to mind was 3 IRI. Who ultimately did place 4 insurance in the program. 5 MR. CAMPBELL: Is that 6 Industrial Risk you're talking about? 7 THE WITNESS: Yes, it is. 8 Q. Any other insurers besides 9 IRI? 10 A. Not that I can recall. 11 Q. And can you tell us what 12 the nature of their concern was, or 13 what -- strike that, let me rephrase 14 the question. 15 Can you tell us what the 16 discussions were regarding their 17 concerns? 18 A. These discussions were from 19 Willis with their representatives of 20 IRI. I do not know what they 21 discussed. 22 Q. You said at some point they 23 did ultimately write the risk. 24 A. Yes. 25 Q. Do you know what that 0218 1 MICHAEL LEVY - Highly Confidential 2 decision -- whether that decision was 3 based in whole or in part on a 4 terrorist risk assessment of some type? 5 A. I don't know. 6 Q. Was there any request by 7 any of the insurers, including IRI, to 8 Silverstein to come up with information 9 or reports regarding the types of 10 terrorist risks that the building might 11 be subject to? 12 A. No. 13 Q. Was there a discussion with 14 any of the insurers regarding the 15 potential for aircraft crashing into 16 the building? 17 A. Yes. 18 Q. Who were the insurers that 19 you had that discussion with? 20 A. I'm sorry, let me go back 21 and correct my answer. We did not have 22 discussions with insurers, it was, that 23 comment, that information was provided 24 in the AIW report. 25 Q. And the AIW report, that 0219 1 MICHAEL LEVY - Highly Confidential 2 was prepared by Alternative Insurance 3 Works? 4 A. Yes. 5 Q. And what was the purpose of 6 this report? 7 MR. WILLIAMSON: Objection; 8 asked and answered. 9 You can answer it again. 10 A. To help facilitate the 11 placement of the property insurance on 12 the World Trade Center site. 13 Q. And it discussed the 14 possibility of an aircraft crashing 15 into the building; correct? And we 16 discussed that this morning. 17 A. Yes. 18 Q. Are there any other parts 19 of that report that discuss the 20 potential risk of terrorist attacks? 21 A. There is a section in the 22 report which talks about the '93 23 bombing and the upgrades The Port 24 Authority made since that date to 25 prevent that from happening again. 0220 1 MICHAEL LEVY - Highly Confidential 2 Q. Were there any discussions 3 with the lender, GMAC, regarding 4 terrorist risk assessments? 5 A. No. 6 MR. WILLIAMSON: Objection; 7 asked and answered. 8 THE WITNESS: Sorry. 9 MR. WILLIAMSON: It's okay. 10 A. No. 11 Q. The person at GMAC who you 12 dealt with, was that Kathleen Gleason? 13 A. Yes. 14 Q. Did Ms. Gleason ever have 15 any discussions regarding a missile 16 striking an aircraft and crashing into 17 the building? 18 MR. WILLIAMSON: Objection 19 to the form of the question. 20 May I hear the question 21 back. I don't know if it was what you 22 meant to say. Maybe it was. Could we 23 hear it back. 24 (Record read as requested.) 25 MR. WILLIAMSON: That's it? 0221 1 MICHAEL LEVY - Highly Confidential 2 You can answer. 3 A. With who? 4 Q. Ms. Gleason. 5 A. With whom? I know 6 Ms. Gleason. 7 Q. Anyone at Silverstein, or 8 their representatives. 9 A. Not that I'm aware of. 10 Q. Do you know whether there 11 were any requests by the insurers or 12 the lenders for Silverstein to provide 13 some form of a terrorist risk 14 assessment as part of the application 15 and approval process for securing 16 financing and insurance? 17 MR. WILLIAMSON: Objection 18 to the form of the question. Also 19 partly been asked and answered. 20 But you can answer it again. 21 A. I don't recall ever seeing 22 any or preparing any terrorist risk 23 assessment for the benefit of the 24 lenders or the insurers. 25 Q. Was there ever any 0222 1 MICHAEL LEVY - Highly Confidential 2 discussion of what types of collateral 3 damage might be caused if the building 4 was subject to another bomb attack, 5 such as in '93? 6 A. Discussions between whom and 7 whom? 8 Q. Silverstein and anyone 9 else. 10 A. I don't believe so. 11 Q. When Mr. O'Neill -- strike 12 that. 13 Do you know if there were 14 any other candidates for the position 15 of director of security besides 16 Mr. O'Neill? 17 A. I think there may have been 18 one or two others. 19 Q. Do you know who they were? 20 A. No, I do not. 21 Q. Do you know if anyone at 22 Silverstein interviewed them? 23 A. I'm not sure. 24 Q. Do you know whether -- 25 strike that. 0223 1 MICHAEL LEVY - Highly Confidential 2 What department would have 3 been involved in interviewing these 4 individuals or reviewing their 5 qualifications? 6 A. Director of the World Trade 7 Center. 8 Q. And that would have been 9 Mr. Wharton? 10 A. Yes. 11 Q. Did Mr. Wharton have anyone 12 else at Silverstein involved in that 13 process? 14 A. No. 15 Q. Did Silverstein review any 16 prior audits or testing of security 17 measures that were prepared for The 18 Port Authority prior to 9/11? 19 MR. WILLIAMSON: Objection 20 to the form of the question. 21 MR. HARRIS: Note my 22 objection. If you're referring to 23 Keith Harris, if you're referring to 24 any reports that are listed on a 25 privileged log that was produced in 0224 1 MICHAEL LEVY - Highly Confidential 2 this case, then I'm going to object and 3 ask the witness not to answer. 4 MR. ELLIS: I'm not asking 5 him the substance of any documents, 6 Mr. Harris, I'm just asking whether or 7 not he reviewed any reports. 8 MR. HARRIS: Okay. 9 MR. WILLIAMSON: You can 10 answer. 11 A. Can you again ask? 12 Q. I'll rephrase it. 13 Did you or anyone else at 14 Silverstein, to your knowledge, review 15 any reports regarding the effectiveness 16 of security measures that The Port 17 Authority had in place, prior to 9/11? 18 A. I don't believe so. 19 Q. And those -- did 20 Silverstein change any of the security 21 measures that The Port Authority had in 22 place prior to the closing in July of 23 '01? 24 A. No. 25 Q. So you adhered to the 0225 1 MICHAEL LEVY - Highly Confidential 2 existing security measures that The 3 Port Authority had? 4 A. I would have to, I didn't 5 own it before the closing. 6 Q. And after the closing, in 7 those 49 days that you've referred to, 8 during those 49 days, you adhered to 9 the security measures that The Port 10 Authority had, you didn't do anything 11 different; is that correct? 12 A. That is correct. 13 Q. And was there any 14 interaction during that period of time 15 and prior thereto with The Port 16 Authority regarding this it transition 17 from Port Authority control of the 18 premises to Silverstein control of the 19 premises? 20 A. Sure. 21 Q. And insofar as security is 22 concerned, who was involved in that -- 23 those transition meetings or 24 discussions? 25 A. One thing I have not said 0226 1 MICHAEL LEVY - Highly Confidential 2 previously, which I think is important 3 to say now, The Port Authority Police 4 remained a part of the Port Authority. 5 The police function and everything that 6 goes with that function remained with 7 The Port Authority. When we're talking 8 about security, it's the private guards 9 and security personnel who were at the 10 site. So anything to do with Port 11 Authority Police function remained 12 solely under the auspices of The Port 13 Authority itself. 14 Q. And prior to the closing, 15 those private security guards reported 16 to whom, if you know? 17 A. At The Port Authority? 18 Q. Yes. 19 A. I don't recall. 20 Q. Subsequent to the closing, 21 who did they report to? 22 MR. WILLIAMSON: You mean 23 like a particular person? 24 MR. ELLIS: Particular 25 person, organization, entity. 0227 1 MICHAEL LEVY - Highly Confidential 2 MR. WILLIAMSON: Okay. 3 Q. Did they report to 4 Silverstein? 5 A. Yes. 6 Q. Who at Silverstein? 7 A. I would believe probably Chi 8 Chu, or Geoff Wharton, I'm not quite 9 sure which one. 10 Q. And during that period of 11 time, when they stopped reporting to 12 The Port Authority and started 13 reporting to Silverstein, was there any 14 discussion regarding this transition? 15 Were there meetings, was there a 16 transition team? 17 A. Well, we -- a lot of the 18 Port Authority personnel who had been 19 working on the project before were 20 transitioned over under an arrangement 21 we had under the net lease. So a lot 22 of The Port Authority people remained 23 in what they were doing after the 24 closing on July 24th. 25 Q. And what was the provision 0228 1 MICHAEL LEVY - Highly Confidential 2 you're referring to, is that in one of 3 the documents we've had marked today? 4 A. I don't recall if it's in 5 the agreement to enter in that lease or 6 the net lease itself, where you have a 7 provision for transition employees. 8 Q. And those transition 9 employees, was the cost of their 10 services being picked up by The Port 11 Authority or by Silverstein? 12 A. Silverstein. 13 Q. And were they still 14 employed by The Port Authority or its 15 representatives but Silverstein was 16 picking up the cost, or were they 17 actually becoming Silverstein 18 employees? 19 A. They were to remain Port 20 Authority employees. 21 Q. But Silverstein would pick 22 up the cost? 23 A. Correct. 24 Q. And what, can you describe 25 who these employees were with respect 0229 1 MICHAEL LEVY - Highly Confidential 2 to the providing of security on the 3 premises? 4 A. I know Mr. Karpiloff was one 5 of them. I don't recall the names of 6 the others. 7 Q. Other than paying 8 Mr. Karpiloff's costs regarding this 9 transition period, did Silverstein have 10 any control over Mr. Karpiloff's 11 actions? 12 A. I believe so. 13 Q. And is that set forth in 14 this agreement that you've referred to? 15 A. I think so. 16 Q. I don't know. Can you 17 check the documents that we've had 18 marked already today and see if it's in 19 there? 20 MR. WILLIAMSON: You can do 21 that or he mentioned also the agreement 22 to enter into the lease. Do you want 23 him to check first what's here and then 24 you can see if he needs to look at 25 that? 0230 1 MICHAEL LEVY - Highly Confidential 2 MR. ELLIS: Yes. 3 MR. WILLIAMSON: Sure. 4 MR. ELLIS: I would just 5 like to know what the provision states. 6 THE WITNESS: It's probably 7 in the contract. 8 MR. WILLIAMSON: The 9 agreement to enter into the net lease 10 that Mr. Levy referred to is number 1 11 on the E-mail that we had sent you. 12 THE WITNESS: That's the big 13 thing over there. 14 A. I can't find it. 15 Q. Mr. Levy, we will look 16 through the document. We will leave 17 that aside for now. I don't want to 18 take up more of everyone's time going 19 through it. 20 MR. ELLIS: Can we have this 21 marked 200. 22 (Levy Exhibit 200 for 23 identification, transcript of 24 deposition of Robert Strachan.) 25 Q. Mr. Levy, you have in front 0231 1 MICHAEL LEVY - Highly Confidential 2 of you a document that's been marked as 3 Exhibit 200. And can you identify what 4 it is for the record, please. 5 A. It's a transcript of the 6 deposition of Robert Strachan. 7 Q. And the Bates number on the 8 front is SIL 02451, and on the last 9 page there is no Bates number. 10 Although I will note that the 11 transcript in the upper right-hand 12 corner starts at page 692 and ends on 13 page 1016. 14 I know you testified in the 15 morning, but just to refresh the 16 recollection of everyone here, can you 17 tell us who Mr. Strachan was? 18 A. He was risk manager employed 19 by Silverstein Properties, Inc. 20 Q. And is this one of the 21 transcripts or documents that you 22 reviewed in preparation for this 23 deposition? 24 A. Yes. 25 Q. I call your attention to 0232 1 MICHAEL LEVY - Highly Confidential 2 page 846. Starting with the bottom of 3 page 846, line 22. And continuing to 4 the last line of page 847. 5 A. Okay. 6 Q. Do you recall reviewing 7 that, Mr. Levy? 8 A. Yes. 9 Q. And for the record, can you 10 read the, starting with the bottom, 11 line 22, page 846, through the last 12 line on page 847. 13 A. "Strachan Exhibit 109, memo 14 dated April 19, 2001, marked for 15 identification as of this date. 16 "Question: Is 109 a 17 memorandum that you wrote to Mr. Levy? 18 "Answer: Yes. 19 "Question: Did you write it 20 on April 19th? 21 "Answer: Either that date 22 or before that date, yes. 23 "Question: Now, one of 24 the -- I'm interested really in the 25 first paragraph of the exhibit where 0233 1 MICHAEL LEVY - Highly Confidential 2 you say 'the first problem we are 3 running into is that the traditional 4 domestic insurance markets are balking 5 at responding to coverage related to a 6 target risk.' 7 "Now, what do you mean by a 8 target risk? 9 "Answer: I would say 10 because of the prior bombing incident 11 that the World Trade Center would fit 12 into the category of a target risk, or 13 because of the fact it's the World 14 Trade Center, it's a very broad term, 15 that was my intention in putting it 16 into the memo. 17 "Question: So in other 18 words, it was a target risk because of 19 the possibility that it would be 20 attacked by terrorists; is that 21 correct? 22 "Answer: Yes." 23 MR. WILLIAMSON: Excuse me, 24 I would ask that the witness read 25 through page 848, through line 16 for 0234 1 MICHAEL LEVY - Highly Confidential 2 completeness. 3 MR. ELLIS: Well, you 4 certainly could. I guess that would be 5 after we're done. 6 MR. WILLIAMSON: You are not 7 willing to have him do it now? 8 MR. ELLIS: I don't care, 9 you can do it now. 10 MR. WILLIAMSON: I 11 appreciate it. 12 MR. ELLIS: This is on your 13 time. 14 THE WITNESS: "Question: 15 You considered the possibility of an 16 airplane striking one of the towers 17 before placing the insurance; right? 18 "Answer: Yes. 19 "Question: Did you ever 20 consider the possibility of an airline 21 being shot down and striking one of the 22 other -- and then striking one of the 23 towers in connection -- prior to 24 September 11th? 25 "Answer: No. 0235 1 MICHAEL LEVY - Highly Confidential 2 "Question: Before September 3 11th, had you thought about the 4 possibility of airplanes being used to 5 attack the World Trade Centers? 6 "Answer: No, never did." 7 MR. WILLIAMSON: Thank you. 8 MR. ELLIS: You want him to 9 stop there or do you want him to read 10 about the novelists? 11 MR. WILLIAMSON: I'm okay 12 stopping there. 13 MR. ELLIS: Now, with 14 respect to 109, that memorandum that 15 was written to you, I don't recall 16 seeing a copy of that memo. I don't 17 know if it was produced. Maybe it was 18 one of those ones produced to the 19 plaintiffs back in '04, I don't know. 20 This is the memo to Mr. Levy from April 21 of 2001. 22 Q. Did you review that 23 document, that memo, 109? 24 A. No, I did not. 25 Q. Is it fair to state that at 0236 1 MICHAEL LEVY - Highly Confidential 2 least as early as April of 2001, you 3 were talking about, in connection with 4 this transaction, the possibility of 5 future terrorist attacks on the World 6 Trade Center? 7 MR. WILLIAMSON: Objection 8 to the form of the question. 9 You can answer. 10 A. No. The substance of the 11 memo was concern about placing 12 insurance. An insurers being concerned 13 that this would be a potential 14 terrorist target. 15 Q. And since insurance was a 16 necessary prerequisite to you obtaining 17 financing, and financing was necessary 18 for you to do the transaction, I would 19 infer that this was an important issue 20 back in April of 2001? 21 MR. WILLIAMSON: Objection 22 to the form of the question. 23 You can answer. 24 A. The placement of insurance 25 was very important to us at that point. 0237 1 MICHAEL LEVY - Highly Confidential 2 Q. And the insurers were 3 balking because the insurers considered 4 the Trade Center as a target risk? 5 MR. BADGER: Objection to 6 the form. 7 MR. PEPE: Objection to the 8 form. 9 MR. WILLIAMSON: Same 10 objection to the form and lacks 11 foundation. 12 You can answer. 13 MR. ELLIS: Off the record. 14 (Discussion off the record.) 15 Q. Were there discussions with 16 the insurers and the representatives of 17 Silverstein regarding the insurers' 18 concern that the Trade Center was a 19 target risk for future terrorist 20 attacks? 21 MR. WILLIAMSON: Objection; 22 asked and answered. 23 MR. PEPE: Objection to form 24 on relevance ground, asked and answered 25 on form grounds. And it's beyond the 0238 1 MICHAEL LEVY - Highly Confidential 2 scope of the interrelated 30(b)(6) 3 topics. 4 Q. As I've heard before, they 5 say at this point, you can answer. 6 MR. WILLIAMSON: You can 7 answer. 8 A. The reference by 9 Mr. Strachan is to the domestic 10 insurers, it's not all insurers, number 11 one. And number two, they were 12 concerned about a target risk. 13 Q. What was your understanding 14 of the term target risk as it was used 15 in the memo that you received from 16 Mr. Strachan? 17 A. I did not review the memo. 18 I could read his transcript. They were 19 concerned since it was hit once before 20 it might be hit again. And they were 21 reluctant to place insurance on the 22 site. 23 Q. Well, when you got this 24 memo from Mr. Strachan, what did you 25 do? 0239 1 MICHAEL LEVY - Highly Confidential 2 A. Remember, this only says 3 domestic insurers. Most of our 4 placement was international, whether it 5 be Swiss Re, whether it be Allianz. So 6 we went to the international markets 7 and moved away from the domestic 8 market. There are domestic insurers in 9 our insurance program, but the majority 10 of the risk was borne by international 11 insurers. 12 Q. And the reason you moved 13 away was because the domestic insurers 14 were concerned about the risk of a 15 terrorist attack? 16 MR. BADGER: Objection. 17 MR. PEPE: Objection to 18 form. 19 A. Mr. Strachan was referring 20 to a target risk, not necessarily be 21 subject to a terrorist attack. 22 Q. What does that mean -- what 23 was your understanding of the term, you 24 got the memo? 25 MR. WILLIAMSON: Objection 0240 1 MICHAEL LEVY - Highly Confidential 2 to the form of the question. 3 MR. CAMPBELL: How about 4 what Silverstein understood it meant. 5 A. Target risk, my impression 6 was that it was hit once before, it 7 might happen again. 8 Q. And in the context of this 9 memo when you're looking to place 10 insurance, I assume -- well, strike 11 that. 12 Was it the understanding of 13 Silverstein that there was concern on 14 the part of at least some insurers that 15 there was a risk of this building being 16 subject to another terrorist attack? 17 MR. BADGER: Objection to 18 form. 19 MR. WILLIAMSON: Same 20 objection. 21 You can answer. 22 A. I can't speculate as to what 23 insurers were thinking. They were 24 balking about placing coverage, and 25 this is what they said their reasons 0241 1 MICHAEL LEVY - Highly Confidential 2 were. I was not in their underwriting 3 committee, I don't know what their 4 reasons were. I can only speak for 5 Silverstein, I can't speak for the 6 insurers. 7 Q. Did Silverstein undertake 8 to conduct any studies or reports to 9 address this concern on behalf of the 10 domestic insurers? 11 MR. WILLIAMSON: Objection; 12 asked and answered. 13 You can answer it again. 14 A. I don't believe so. 15 Q. Is there a reason why? 16 A. Yes, we went into the 17 international market. 18 Q. And was the sole reason you 19 went into the international market -- 20 withdraw that. 21 Did you have any discussions 22 with Mr. Silverstein regarding this 23 concern on the part of some domestic 24 insurers? 25 A. Yes. 0242 1 MICHAEL LEVY - Highly Confidential 2 Q. What were those 3 discussions? 4 A. I told him that the 5 insurance placement was getting 6 difficult. And this is before we even 7 entered into the contract. That was 8 really the substance of my 9 conversation, it was getting difficult 10 to find insurance capacity. 11 Q. And did you state any more 12 specifics other than it was getting 13 difficult? 14 A. I really don't recall. 15 Q. Did you prepare any memos? 16 A. No. 17 Q. Did you or anyone else on 18 your staff prepare any memos other than 19 this memo from Mr. Strachan? 20 A. Not that I'm aware of. 21 Q. Who else besides yourself 22 and Mr. Strachan would have been 23 involved in the discussion of this 24 issue? 25 A. I don't think anybody else. 0243 1 MICHAEL LEVY - Highly Confidential 2 Q. How many discussions did 3 you have with Mr. Silverstein about it? 4 A. One. 5 Q. And that's the sum and 6 substance of the entire conversation? 7 A. Yes. Because subsequent to 8 this date, we found -- we got 9 comfortable there was international 10 capacity. And we would be able to 11 obtain insurance. And we went along 12 and signed the contract to lease the 13 World Trade Center buildings. 14 Q. Leaving aside the issue of 15 insurance but insofar as actual 16 security and the safety of tenants is 17 concerned, what, if anything, did 18 Silverstein do to follow up on this 19 concern expressed by the domestic 20 insurers that the building would be -- 21 was considered a target risk? 22 MR. BADGER: Objection to 23 form. 24 MR. PEPE: Objection. 25 MR. WILLIAMSON: Same 0244 1 MICHAEL LEVY - Highly Confidential 2 objection. 3 You could answer. 4 A. The only -- we concluded our 5 transaction on July 24th. We had the 6 49 days to evaluate and study through 7 the Kroll report the security system. 8 We had not finished our review yet. We 9 hired John O'Neill to give us guidance 10 as security director of what we should 11 and should not be doing. Unfortunately 12 Mr. O'Neill was killed in the attack 13 and we did not get the chance to finish 14 our analysis before the attack. 15 Q. Therefore what we know is 16 that the attack occurred during those 17 49 days that you keep referring to. My 18 question is, what, if anything, did you 19 do to evaluate the possibility that 20 there might be an attack during those 21 49 days? 22 MR. WILLIAMSON: Objection 23 to the form and also objection asked 24 and answered. 25 You can answer it again. 0245 1 MICHAEL LEVY - Highly Confidential 2 A. Besides hiring what we felt 3 to be an exceptional security director 4 and evaluating the security, which we 5 felt -- say it another way. Besides 6 hiring John O'Neill to be security 7 director, besides engaging Kroll to 8 review the security, we went along with 9 the security procedures that The Port 10 Authority had instituted. 11 Q. And insofar as evaluating 12 the effectiveness of those security 13 procedures during those 49 days, 14 nothing was basically done? 15 MR. WILLIAMSON: Objection 16 to the form of the question. And it's 17 also argumentative. 18 MR. HARRIS: Objection. 19 A. I disagree. We hired a 20 security director. We engaged Kroll. 21 When you ask -- 22 Q. Let me ask you -- 23 MR. WILLIAMSON: Let him 24 finish. 25 A. When you say nothing was 0246 1 MICHAEL LEVY - Highly Confidential 2 done, we were addressing the situation, 3 looking at it. There was no problem. 4 We were comfortable with the 5 security -- the upgrades The Port 6 Authority had done, their security 7 standards. When you say nothing was 8 done, nothing -- we did not anticipate 9 or it didn't occur to us that 10 terrorists with weapons would board 11 airplanes, take control of those planes 12 and smash them into our building. 13 MR. ELLIS: I don't think I 14 have any further questions at this 15 point. I don't know if anyone else 16 does. 17 MR. PODESTA: I have a few. 18 THE VIDEOGRAPHER: Going off 19 the record, the time is 2:51. 20 (Discussion off the record.) 21 EXAMINATION BY 22 MR. PODESTA: 23 Q. Good afternoon, Mr. Levy, 24 my name is Roger Podesta, I represent 25 American Airlines. I'll try to be 0247 1 MICHAEL LEVY - Highly Confidential 2 relatively brief. And within the 3 limits of the humanly possible, I'm not 4 trying to duplicate Mr. Ellis's 5 questions. 6 Picking up on the insurance 7 issues that Mr. Ellis was just asking 8 you about, did any of the insurance 9 policies that Silverstein Properties or 10 the cross-claim plaintiffs obtained for 11 World Trade Center 1, contain 12 exclusions from coverage for acts of 13 terrorism? 14 MR. PEPE: Object to the 15 form; beyond the scope of the 30(b)(6) 16 notice, irrelevant. 17 THE WITNESS: Can I answer? 18 MR. WILLIAMSON: I'll join 19 in the objection, but you can answer. 20 A. Not that I'm aware of. 21 Q. Would the answer be the 22 same for the remaining buildings, World 23 Trade Centers 2, 4, 5 and 7? 24 MR. PEPE: Same objection. 25 MR. WILLIAMSON: Same 0248 1 MICHAEL LEVY - Highly Confidential 2 objection. 3 You can answer. 4 A. That is correct. 5 Q. Apart from this particular 6 session today, have you ever previously 7 testified as a 30(b)(6) or corporate 8 representative witness for any of the 9 cross-claimants or Silverstein 10 Properties? 11 A. Yes. 12 Q. In what cases? First of 13 all, how many times? 14 A. More than two. I don't 15 actually recall. 16 Q. In what types of cases? 17 A. Various cases. One was a 18 case we had IRI and 7 World Trade 19 Center concerning a dispute of 20 insurance. Again, some other disputes, 21 one was Zurich, a dispute with Zurich 22 representing World Trade Center. 23 Q. Were both of those cases, 24 did they involve disputes arising out 25 of the events of 9/11? 0249 1 MICHAEL LEVY - Highly Confidential 2 A. Yes. 3 Q. Have you testified as a 4 30(b)(6) witness or corporate 5 representative for the Silverstein 6 Properties or the cross-claimants in 7 any case other than those you just 8 mentioned? 9 A. I'm not sure. 10 Q. Prior to 9/11, did 11 Silverstein Properties or the 12 cross-claim plaintiffs perceive the 13 World Trade Center to be at a 14 heightened risk of terrorist attacks 15 compared to other prominent New York 16 City landmarks, such as the Empire 17 State Building or the United Nations? 18 MR. MIGLIORI: Objection to 19 form. 20 A. I don't remember ever such a 21 discussion taking place. 22 Q. Well, I'm not only asking 23 for your personal knowledge, sir, I'm 24 asking for you in your capacity as a 25 corporate representative, in effect the 0250 1 MICHAEL LEVY - Highly Confidential 2 corporeal manifestation of the 3 cross-claim plaintiffs. 4 A. Speaking on behalf of the 5 company, I don't believe we ever had 6 those discussions. 7 Q. Well, I'm not asking about, 8 only about discussions, I'm asking 9 about perceptions as well. 10 MR. HARRIS: Objection. 11 MR. WILLIAMSON: Objection 12 to the form of the question. 13 You can answer. 14 A. I don't believe we had those 15 perceptions. 16 Q. In response to the 17 questions this morning of Mr. Ellis, I 18 believe you testified in words or 19 substance that the security at the 20 World Trade Center properties was far 21 in excess of the security at other 22 commercial buildings. Do you recall 23 giving that testimony? 24 A. Yes. 25 Q. When you said far in 0251 1 MICHAEL LEVY - Highly Confidential 2 excess, what specifically did you mean? 3 A. The World Trade Center, you 4 had a security desk. And you needed 5 to, in order to go up to the towers, 6 you needed to get a badge, and that 7 badge would come from a security desk. 8 So what would happen, you would walk 9 into the building, you would check in, 10 get your badge and you would go up. 11 Prior to 9/11 in a lot of the office 12 buildings you just went to the elevator 13 banks and pointed directly to your 14 floor and did not have to check in. 15 Q. What did a person seeking 16 access to the towers have to do in 17 order to obtain the required badge? 18 A. They would go to the 19 security desk. Either they would be on 20 a list that had been sent down to 21 security, or the security desk would 22 call up to the place where the 23 individual or people were visiting, say 24 such and such is at the desk, can I let 25 them up. They would issue them badges. 0252 1 MICHAEL LEVY - Highly Confidential 2 And then they would go up to the 3 respective floors. 4 Q. Would they be required to 5 present any type of ID? 6 A. Yes. 7 Q. What type of ID would be 8 required? 9 A. I believe it was photo ID. 10 Q. Was any search at all 11 conducted of the bags or packages that 12 the prospective visitor had with him or 13 her? 14 A. No. 15 Q. Was any search at all 16 conducted of the person of the 17 prospective visitor? 18 MR. WILLIAMSON: Again, 19 objection; relevance as to this case. 20 But you can answer. 21 A. No. 22 Q. Were Silverstein Properties 23 and the World Trade Center plaintiffs 24 aware, prior to 9/11, that the World 25 Trade Center bombings in 1993 had been 0253 1 MICHAEL LEVY - Highly Confidential 2 carried out by Islamic terrorists, 3 Islamic extremists? 4 A. Yes. 5 Q. Prior to 9/11, in a period 6 between July 24, 2001 and September 11, 7 2001, were any specific security 8 procedures in place for visitors who 9 appeared to be Arabs or have Arabic 10 names? 11 A. Not that I'm aware of. 12 Q. Well, I'm not asking, sir, 13 for your personal knowledge. 14 A. Sorry. As far as the 15 company's concerned, not that I'm aware 16 of. 17 MR. PEPE: I'll object to 18 the form only to the extent it didn't 19 contain the geographic location in the 20 question. 21 MR. PODESTA: Thank you, 22 Doug. 23 MR. PEPE: You are welcome. 24 MR. PODESTA: I'll remember 25 that when you're asking questions. I 0254 1 MICHAEL LEVY - Highly Confidential 2 owe you one. 3 Q. Were any special security 4 procedures in place at the World Trade 5 Center buildings in the period July 24, 6 2001 through September 11, 2001 for 7 visitors who appeared to be Arabs or 8 who bore Arabic names? 9 MR. WILLIAMSON: Again, same 10 objection as to the relevance of that 11 to these cross-claims. 12 You can answer. 13 A. No. 14 Q. Why not? 15 A. In 2001, when we had -- I 16 don't know. 17 Q. Were any special security 18 procedures in place in the period July 19 24, 2001 through September 11, 2001 at 20 the World Trade Center buildings for 21 individuals whose form of 22 identification presented at the 23 security desk was a passport from an 24 Arab country? 25 A. I don't know. 0255 1 MICHAEL LEVY - Highly Confidential 2 Q. And again, sir, I'm asking 3 for the knowledge of the corporation 4 that you represent here today. 5 A. On behalf of the 6 corporation, we are not aware -- we 7 just don't know. 8 Q. At the World Trade Center 9 buildings in the period July 24, 2001 10 through September 11, 2001, did 11 Silverstein Properties or the 12 cross-claim plaintiffs impose any 13 security related restrictions on the 14 visitors their tenants could receive? 15 A. Yes. 16 Q. And would you describe 17 those restrictions for me, sir. 18 A. That these tenants would 19 have to go through a security 20 checkpoint, they would have to be 21 admitted to the office towers. 22 Q. Did you -- did World Trade 23 Center Properties -- did the 24 cross-claim plaintiffs, the Silverstein 25 Properties, prior to 9/11, require 0256 1 MICHAEL LEVY - Highly Confidential 2 tenants to do any security related 3 screening of prospective visitors 4 before they could be admitted to the 5 towers? 6 A. I don't believe so. 7 Q. And you're saying that in 8 your capacity as the corporate 9 representative? 10 A. Yes. 11 Q. So in order to gain access 12 to the towers in the period July 24, 13 2001, through September 11, 2001, a 14 visitor would simply have to have his 15 appointment confirmed by the tenant he 16 wished to visit, he or she wished to 17 visit, and present an ID. Was anything 18 else required for access to the towers? 19 A. I don't believe -- no. 20 Q. Was any training given, 21 prior to 9/11, to security personnel at 22 the security desk as to the identity of 23 potential terrorists? 24 MR. WILLIAMSON: Same 25 objection to this line of questioning 0257 1 MICHAEL LEVY - Highly Confidential 2 as irrelevant to the facts of the case 3 and what happened on 9/11. 4 But you can answer. 5 A. I don't recall. 6 Q. And you say that in your 7 capacity as corporate representative, 8 sir? 9 A. Yes. 10 Q. Is there anyone currently 11 associated or currently alive who was 12 with Silverstein Properties or the 13 cross-claim plaintiffs prior to 9/11 14 who would have better knowledge of the 15 answer to that question than you do, 16 sir? 17 A. Yes. 18 Q. And who would that be? 19 A. Chi Chu. 20 Q. Thank you. 21 During the period July 24, 22 2001 through September 11, 2001, did 23 the cross-claim plaintiffs or 24 Silverstein Properties contain -- 25 control access to Windows on the World? 0258 1 MICHAEL LEVY - Highly Confidential 2 A. Yes. 3 Q. In which of the towers was 4 Windows on the World located? 5 A. Tower 1. 6 Q. What security procedures 7 were in place for individuals who 8 identified themselves at the security 9 desk as prospective patrons of Windows 10 on the World? 11 MR. WILLIAMSON: Same 12 objections as I've been voicing. 13 But you can answer it. 14 A. I don't recall. 15 Q. Who currently alive or 16 currently with the cross-claim 17 plaintiffs or Silverstein Properties 18 would have better knowledge of the 19 answer to that question than you, sir? 20 A. Chi Chu might. I'm not 21 sure. 22 Q. So far as you're aware 23 sitting here today, sir, as the 24 corporate representative, was there any 25 security requirement for access to the 0259 1 MICHAEL LEVY - Highly Confidential 2 Windows on the World other than that 3 the patron indicated a desire to go 4 have a meal at Windows on the World, 5 and show ID? 6 A. As I said in my previous 7 answer, I don't remember -- I don't 8 remember, I don't recall. 9 Q. I would like to ask you 10 just a few background questions about 11 the relationships among the cross-claim 12 plaintiffs. What, if any, is the 13 relationship between World Trade Center 14 Properties LLC and 1 World Trade Center 15 LLC? 16 A. World Trade Center 17 Properties LLC owns 100 percent of 1 18 World Trade Center LLC. 19 Q. Is 1 World Trade Center LLC 20 a direct subsidiary of World Trade 21 Center Properties LLC? 22 A. No. 23 Q. Are there intervening 24 corporations between World Trade Center 25 Properties LLC and 1 World Trade Center 0260 1 MICHAEL LEVY - Highly Confidential 2 LLC? 3 A. There is an intermediate 4 entity. 5 Q. One single entity? 6 A. Yes. 7 Q. And what is the name of 8 that entity, sir? 9 A. 1 World Trade Center 10 Holdings LLC. 11 Q. And what is the 12 relationship between World Trade Center 13 Properties LLC and 7 World Trade Center 14 Company? 15 A. They are affiliates. 16 Q. What is the relationship 17 between World Trade Center Properties 18 LLC and 7 World Trade Center Company? 19 A. They are affiliates. 20 Q. Does World Trade Center 21 Properties LLC have any ownership 22 interest, direct or indirect, in 7 23 World Trade Center LLC? 24 A. No. 25 Q. Does World Trade Center 0261 1 MICHAEL LEVY - Highly Confidential 2 Properties LLC have any ownership 3 interest, direct or indirect, in 2 4 World Trade Center LLC? 5 A. Yes. 6 Q. And what is the nature of 7 that ownership interest, sir? 8 A. Similar structure. It owns 9 100 percent interest in 2 World Trade 10 Center Holdings LLC, which holds 100 11 percent interest in 2 World Trade 12 Center LLC. 13 Q. And what is the 14 relationship, if any, sir, between 15 World Trade Center Properties LLC and 4 16 World Trade Center LLC? 17 A. Similar arrangement, you 18 have 4 World Trade Center Holdings 19 owned 100 percent by World Trade Center 20 Properties, and then that entity owns 21 100 percent of 4 World Trade Center 22 LLC. 23 Q. What is the relationship 24 between World Trade Center Properties 25 LLC, if any, and 5 World Trade Center 0262 1 MICHAEL LEVY - Highly Confidential 2 LLC? 3 A. Same relationship. 4 Q. What entity owns 7 World 5 Trading Company? 6 A. As of 2001? 7 Q. Yes. 8 A. It was owned by 49 percent 9 Silverstein Development Corporation, by 10 Clara Silverstein 50 percent, and 11 Silverstein 7 World Trade Company, Inc. 12 1 percent. 13 Q. As of 9/11, did World Trade 14 Center Properties LLC have any 15 financial or leasehold interest in any 16 of the World Trade Center buildings or 17 properties other than by virtue of 18 their -- of its stock ownership 19 interest in 1 World Trade Center LLC, 2 20 World Trade Center LLC, 4 World Trade 21 Center LLC and 5 World Trade Center 22 LLC? 23 A. Well, I don't know if it's 24 stock ownership only because they are 25 not corporate entities. But that was 0263 1 MICHAEL LEVY - Highly Confidential 2 their sole -- that's how their interest 3 is derived. 4 Q. World Trade Center 5 Properties -- am I correct in 6 understanding then that World Trade 7 Center Properties LLC was not itself a 8 holder of any form of lease of any of 9 the World Trade Center buildings? 10 A. Correct. 11 Q. Was 1 World Trade Center 12 LLC a special purpose entity created 13 for the purpose of holding the net 14 lease on 1 World Trade Center? 15 A. Yes. 16 Q. And were 2, 4 and 5 World 17 Trade Center LLCs, if I can condense 18 them into one question, also special 19 purpose entities created for the 20 purpose of holding their respective net 21 leases in World Trade Center buildings? 22 A. Yes. 23 Q. I've heard these entities 24 referred to as net lessees. Without 25 giving us extraordinary detail, could 0264 1 MICHAEL LEVY - Highly Confidential 2 you just briefly describe what a net 3 lessee is? 4 A. Okay. Net lessee, we leased 5 the buildings from The Port on a net 6 basis, which means we pay all the 7 operating expenses, we pay insurance, 8 we pay the taxes, if any. And we remit 9 a rent check to the Port Authority on a 10 monthly basis. The other way you could 11 have a lease is if you basically you 12 give them a gross rent, they pay the 13 operating expenses, it ends up to being 14 the same net number. 15 Q. As of 9/11/2001, and indeed 16 for the entire 49-day period July 24, 17 2001 through September 11, 2001, what 18 was the interest of The Port Authority 19 in 1 World Trade Center? 20 A. Port Authority did not have 21 an ownership interest in 1 World Trade 22 Center. 23 Q. At any point in time? 24 A. Not at 9/11, no. 25 Q. Prior to July 24, 2001, 0265 1 MICHAEL LEVY - Highly Confidential 2 what was the interest in The Port 3 Authority, if any, in 1 World Trade 4 Center? 5 A. 1 World Trade Center was an 6 entity that we created LLC. They owned 7 the building and the land 1 World Trade 8 Center, whatever that is. 9 Q. I was referring to the 10 building and the land, I wasn't putting 11 the LLC on the end. 12 A. I'm sorry. They owned the 13 building and the land. 14 Q. And they owned the building 15 and the land as of September 11? 16 A. No, they leased up the 17 building, they still owned the land. 18 Q. And who owned the building 19 as of 9/11? 20 A. Port Authority still owned 21 the building. 22 Q. And The Port Authority also 23 owned 2, 4 and 5 World Trade Center, 24 the buildings and property, as of 9/11? 25 A. Yes. 0266 1 MICHAEL LEVY - Highly Confidential 2 MR. WILLIAMSON: You said 3 buildings and property, you mean 4 buildings and the land? 5 MR. PODESTA: Right. I'm 6 not referring to the legal entities 7 that have the similar names. 8 MR. WILLIAMSON: Yes. 9 MR. PODESTA: I have no 10 further questions. Thank you, 11 Mr. Levy. 12 MR. WILLIAMSON: Anybody 13 else? 14 The deposition of the 15 cross-claim plaintiffs is now closed. 16 (Continued on following 17 page.) 18 19 20 21 22 23 24 25 0267 1 MICHAEL LEVY - Highly Confidential 2 THE VIDEOGRAPHER: Going off 3 the record, the time is 3:10, and this 4 is the end of tape No. 3. 5 (Time noted: 3:10 p.m.) 6 7 8 MICHAEL LEVY 9 10 Subscribed and sworn to before me 11 this _____ day of _________, 200___. 12 13 ____________________________ 14 NOTARY PUBLIC 15 16 17 18 19 20 21 22 23 24 25 0268 1 MICHAEL LEVY - Highly Confidential 2 STATE OF NEW YORK ) ss: 3 COUNTY OF NEW YORK ) 4 I wish to make the following changes, for the following reasons: 5 PAGE LINE 6 ____ ____ CHANGE ______________________ REASON:______________________ 7 ____ ____ CHANGE ______________________ 8 REASON:______________________ 9 ____ ____ CHANGE ______________________ REASON:______________________ 10 ____ ____ CHANGE ______________________ 11 REASON:______________________ 12 ____ ____ CHANGE ______________________ REASON:______________________ 13 ____ ____ CHANGE ______________________ 14 REASON:______________________ 15 ____ ____ CHANGE ______________________ REASON:______________________ 16 ____ ____ CHANGE ______________________ 17 REASON:______________________ 18 ____ ____ CHANGE ______________________ REASON:______________________ 19 ____ ____ CHANGE ______________________ 20 REASON:______________________ 21 MICHAEL LEVY 22 Subscribed and sworn to before me this _____ day of _________, 200_. 23 ________________________ 24 25 0269 1 MICHAEL LEVY - Highly Confidential 2 C E R T I F I C A T E 3 STATE OF NEW YORK ) : ss. 4 COUNTY OF NEW YORK ) 5 6 I, ERIC J. FINZ, a Shorthand 7 Reporter and Notary Public within and 8 for the State of New York, do hereby 9 certify: 10 That MICHAEL LEVY, the witness whose 11 deposition is hereinbefore set forth, 12 was duly sworn by me and that such 13 deposition is a true record of the 14 testimony given by the witness. 15 I further certify that I am not 16 related to any of the parties to this 17 action by blood or marriage, and that I 18 am in no way interested in the outcome 19 of this matter. 20 IN WITNESS WHEREOF, I have hereunto 21 set my hand this ____ day of 22 ___________, 2006. 23 24 _______________ 25 ERIC J. FINZ 0270 1 MICHAEL LEVY - Highly Confidential 2 E X H I B I T S 3 DESCRIPTION PAGE 4 (Levy Exhibit 191 for 45 5 identification, property risk 6 report, production numbers ARUP 7 01346 through ARUP 01392.) 8 (Levy Exhibit 192 for 75 9 identification, transcript of 10 deposition of Geoffrey Wharton.) 11 (Levy Exhibit 193 for 96 12 identification, agreement to 13 enter into lease, production 14 numbers SILV 31 000021 through 15 SILV 31 001624.) 16 (Levy Exhibit 194 for 98 17 identification, first amended 18 and restated reciprocal easement 19 and operating agreement of 20 portions of the World Trade 21 Center, production numbers SILV 22 32 002639 through SILV 32 23 003080.) 24 25 0271 1 MICHAEL LEVY - Highly Confidential 2 E X H I B I T S (Continued) 3 DESCRIPTION PAGE 4 (Levy Exhibit 195 for 99 5 identification, agreement of 6 lease, production numbers SILV 7 32 000040 through SILV 32 8 000630.) 9 (Levy Exhibit 196 for 114 10 identification, 30(b)(6) 11 notice.) 12 (Levy Exhibit 197 for 137 13 identification, employee records 14 jacket, production numbers WTCP 15 0001000 through WTCP 0001031.) 16 (Levy Exhibit 198 for 167 17 identification, transcript of 18 deposition of William Dacunto.) 19 (Levy Exhibit 199 for 175 20 identification, transcript of 21 deposition of Chi Chu.) 22 (Levy Exhibit 200 for 230 23 identification, transcript of 24 deposition of Robert Strachan.) 25 0272 1 MICHAEL LEVY - Highly Confidential 2 DIRECTIONS NOT TO ANSWER 3 PAGE 4 DIR 104 5 6 7 8 9 10 REQUESTS FOR DOCUMENTS AND/OR 11 INFORMATION 12 PAGE 13 REQ 45 14 REQ 69 15 16 17 18 19 20 21 22 23 24 25