EFTA00961963.pdf

From: < To: "'Cecile de Jongh"'cj >, "JEE"' <jeevacationggrnail.com> Cc: "'Richard Kahn" <1 Subject: RE: AYH Date: Fri, 31 May 2013 14:37:50 +0000 How about something like this. Frank, Thank you very much for the documents however those provided do not address our original request. To confirm I have relisted the items below. Thanks again for your assistance and as discussed feel free to included any addition information you think would be useful. Cecile 1. The name of the person who led your team at Island Global Yachting Acquisition, LTD.(IYG) 2. January 2007 Closing documents to included the closing statement for the sale btw. MOF VI(Sun Resort entity) and IGY. 3. The contact information for the seller. 3. The seller's records that were presented to you and (IGY's)your team in your due diligence (i.e., previous years financial statements 2003-2005 and the first 9 months of 2006, receivables, rent rolls) and any other pertinent documents that were used in the evaluation of the purchase. 3. The list of the Marina Opportunity Fund partners. 4. September 2007 Banco Popular finance of $15,3 million loan documents: a. Note b. Commitment letter c. Property Appraisal 5. Any other information given to your team relative to the purchase of AYH. From: Cecile de Jongh [mailto: Sent: Friday, May 31, 2013 4:53 AM To: JEE Cc: Jeanne Brennan; Richard Kahn Subject: Fwd: AYH We have all of this with the exception of the Bill of Sale. I think I should reiterate that we need the closing docs from the 1/17/07 transfer of title and the later closing with Banco Popular along with the appraisal. Also, a copy of a canceled check(s) in the amount of $25,500,000 from IGY-AYH Acquisitions to MOF VI. This was a private sale (no bank involvement) in 1/17 but there must be a closing statement which lists all costs, fees etc. At the end of the day, I think the docs should roughly show: JE investment $5,100,000 AF investment $5,100,000 Banco Loan. $15,300,000 EFTA00961963 Purchase amt. $25,500,000 JE put in about $12,750,000 (half of the "value") and later, when the Banco financing was concluded, he got back about $7,650,000 from the proceeds. The question is, how could the bank support a $15,300,000 loan on a property that, on record (based on the last deed) is valued at only $6 million? Jeffrey, if you are a 50% owner and signed loan docs, we can ask the bank for the closing information. Thoughts? With warm regards, Cecile Sent from my iPhone Begin forwarded message: From: "Garrison, Frank" Date: May 30, 2013, 10:50:45 PM GMT-04:00 To: Cecile de Jongh Cc: "Garrison, Frank" Subject: FW: AYH Cecile, See below which includes both the Purchase and Sale Agreement as well as the actual transfer documents. The transfer documents, other than the deed, only recite nominal consideration. I don't know what is customary in the USVI but similar documents in the U.S. depending upon jurisdiction, also recite nominal consideration on their face. Frank Frank M. Garrison Island Capital Group LLC One American Center 3100 West End Ave Suite 1230 Nashville, TN 37203 From: Lande, Mark Sent: Thursday, May 30, 2013 2:10 PM To: Garrison, Frank; Jennifer Greene Cc: Mukamal, Tom Subject: RE: AYH The deed is for a lesser amount - $6.1 million. Bill of Sale — nominal consideration Assignment and Assumption of Material Contracts, Slip Agreements and Leases — nominal consideration Assignment of CZM Permits — nominal consideration P&S Agreement - $25.5 million — Section 2.04 (you probably already have) EFTA00961964 This message, and any attachments hereto, is confidential and intended exclusively for the use of the individual or entity to whom it is addressed. This communication may contain information that is confidential, proprietary, privileged, subject to a confidentiality and/or non-disclosure agreement, or otherwise exempt or protected from disclosure (either by contract or under applicable law). If you are not the intended recipient, you are hereby notified that printing, retaining, reproducing, copying, disclosing, disseminating or using this message or any information contained herein (including any reliance thereon) is strictly prohibited. If you have received this message in error, please contact the sender immediately and destroy the message (including any attachments) and any copies in their entirety, whether in electronic or hard copy format. Nothing contained in this e-mail shall be considered a legally binding agreement, amendment or modification of any agreement with Island Capital Group LLC or any of its affiliates, each of which requires a fully executed agreement to be received by Island Capital Group LLC or such affiliate. EFTA00961965