EFTA00313190.pdf

• L•6•.. a %II 4. Lauren Kwintner From: Cohen, Seth Sent: Wednesday, May 23, 2007 10:27 AM To: Cc: Lauren Kwintner Subject: RE: still on track? Attachments: AYH LLC Agmt (5-23).DOC: AYH MPA (5-23).DOC; AYH Side Letter (5-23).DOC; DVComparison_AYH Side Letter (5.18)-AYH Side Letter (5-23).doc; DVComparison AYH LLC Agmt (5-18)-AYH LLC Agmt (5-23).doc: DVComparison_AYH MPA (5-18)-AYH MPA (5- 23).doc Darren, I have attached dean version of the agietiuent reflecting your changes (all of which were fine, including the issues you raised below, other than the change to the waiver of fiduciary obligation section in the LLC Agreement). I have also attached bladdines for your reference. Finally, you will note that there was a slight decrease to the equity number resulting from the completion of the post-closing true up to various allocations with Sun Resorts (the previous owner of the marina. Let me know if you have any question or final comments. Otherwise, let's get this done! Seth A. Cohen Island Capital Group LLC 717 Fifth Avenue, 18th Floor New York NY 10022 Tel: Fax: From: [maita Sent Tuesday, May 22, 2007 5:18 PM Co: Cohen Seth Cc Subject Re: still on track? Just a few questions. 1. Exclusive right to name, remove and replace manager. Could JEE have the right, at least jointly if he should come to own more than 50%. 2. Slip Rental - Could it accommodate 74 foot barge? Could services like water, electric, etc. be billed at cost for this slip and for all of JEE's other slips at AYH?. The slip is not assignable, but boats would likely be owned by another entity which is solely owned by JEE need to make that an exception. Plus a couple of drafting nits that we can fix tomorrow. Ill e-mail the comments to you and will take home the documents. Call me tonight at after 8:00 to discuss and we will finalize. Thanks. Darren K. Indyke Attorney-At-Law 457 Madison Avenue 4th Floor 5/23/2007 EFTA00313190 •urje L. v, New York New York 10022 Tel: Fax: e-mail: IRS Circular 230 Legend: Any advice contained herein was not intended or written to be used, and cannot be used, for the purpose of avoiding U.S. federal, state, or local tax penalties. Unless otherwise specifically indicated above, you should assume that any statement in this email relating to any U.S. federal, state, or local tax matter was written in connection with the promotion or marketing by other parties of the transaction(s) or matter(s) addressed in this email. Each taxpayer should seek advice based on the taxpayer's particular circumstances from an independent tax advisor. Confidentiality Notice: This communication and any attachments contain information from Darren K. Indyke, Esq. that constitute attorney work product or that are otherwise confidential and/or privileged. 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Please also note that any views or opinions presented in this email are solely those of the author and do not necessarily represent those of the company. 5/23/2007 EFTA00313191 Lauren Kwintner From: Farkas, Andrew Sent: Tuesday. May 29, 2007 8:52 AM To: Finegold, Elie; Cohen. Seth; Cc: Lesley Groff Subject: AYH Closing Importance: High I spoke with Jeffery over the weekend and he indicated that he was ready willing and able to close AYH TODAY under all circumstances. He simply wanted to hear back from me regarding the information we receive from the EDC so that he can know what, if any infonnafion he may be required to provide. Please make certain that we speak to Frank Schuftebrand first thing and please get back to me so that I can speak with Jeffery. Seth and Darren should be ready to get the documents signed and funds transferred before the close of business Jeffery, please confirm or correct this email as appropriate. The information contained in this message and any attachment to it may be privileged, confidential or otherwise protected from disclosure. If you are not the intended recipient, you are hereby notified that any dissemination, distribution or copying of this communication is strictly prohibited. If you have received this communication in error, please notify the sender immediately by replying to the message and please delete it from your system. Please also note that any views or opinions presented in this email are solely those of die author and do not necessarily represent those of the company. 5/29/2007 EFTA00313192 ask. 1 VI Lauren Kwintner From: Sent: To: Subject: Importance: Attachments: Cohen, Seth Monday, May 21, 2007 8:53 AM AYH Documents High AYH LLC Agmt (5.18).DOC: AYH MPA (5-18).DOC: AYH Side Letter (5-18).DOC; DVComparison_AYH Side Letter (5-4)-AYH Side Letter (5-18).doc; DVComparison_AYH LLC Agmt (5-4)-AYH LLC Agmt (5-18).doc; DVComparison_AYH MPA (5-4)-AYH MPA (5-18).doc; Copy of AYH Expenses (2).xls Darren, dean versions of the final AYH documents are attached - reflecting the final equity number and a few minor clean up changes. In addition, I have attached blacklines marked to show changes to the previous versions for your reference. I am also re-sending the spreadsheet showing the breakdown of IGY's equity spent to date and IGY's wire instructions: Bank: Wachovia (Greenville SC) Acct name: Island Global Yachting Ltd. Acct # ABA # Can we set a firm date this week for dosing? Seth A. Cohen Island Capital Group LLC 717 Fifth Avenue, 18th Floor New Tel: • The information contained in this message and any attachment to it may be privileged, confidential or otherwise protected from disclosure. If you are not the intended recipient, you are hereby notified that any dissemination, distribution or copying of this communication is strictly prohibited. If you have received this communication in error, please notify the sender immediately by replying to the message and please delete it from your system. Please also note that any views or opinions presented in this email are solely those of the author and do not necessarily represent those of the company. 5/21/2007 EFTA00313193 JEFFREY E. EPSTEIN March 21, 2007 Dear Andrew: I asked Darren to get another slip for my boats at AYH and to ask AYH not to relocate any of my boats during Marlin season. Darren spoke to Chris Petty who forwarded the request to the appropriate Marina personnel for Darren. Chris subsequently told Darren that AYH did not have another slip available and that ifl wanted not to have to relocate my boat during Marlin season, AYH would give me a slip on B dock instead of one of my existing slips on C dock. Please explain to Chris Petty and the others at AYH in no uncertain terms not to bust my balls. Thanks. Jeffrey EFTA00313194 13:7, r uu Transaction Report Send Transactionts1 completed No. TX Date/Time Destinatic, 410 MAR-21 13:59 Duration P.1 Rcsult Mode 010'09' 002 OK N ECM Facsimile Cover Sheet JEFFREY E. EPSTEIN To: Andrew Farkas Company: Phone: =11 Fax: From: Jeffrey E. Epstein Date: March 21, 2007 Pages including this cover page: 2 Comments: EFTA00313195 Facsimile Cover Sheet JEFFREY E. EPSTEIN To: Andrew Farkas Company: Phone: Fax: From: Jeffrey E. Epstein Date: March 21, 2007 Pages including this cover page: 2 Comments: EFTA00313196 Lauren Kwlntner From: lande, Mark Sent: Wednesda .u ../RM To: Cc: Kaplan, Dame ; agsdale, Michael; Cohen, Seth Subject: American Yacht Harbor - St. Thomas Attachments: AYH closing cost.doc Darren, I hope all is well. Please find attached a closing cost summary for the $15.3 million loan from Banco Popular to IGY-AYH St. Thomas Holdings, LLC. The net proceeds from the loan after all closing costs totaled $15,017,937.35. 50% of the net proceeds totals $7,508,968.68. This amount was wired to Jeffrey Epstein today. The fed reference number for that wire is Please confirm receipt of the wire. If you have any questions relating to this matter, please do not hesitate to contact me. Yours, Mark Lande The information contained in this message and any attachment to it may be privileged, confidential or otherwise protected from disclosure. If you are not the intended recipient, you are hereby notified that any dissemination, distribution or copying of this communication is strictly prohibited. If you have received this communication in error, please notify the sender immediately by replying to the message and please delete it from your system. Please also note that any views or opinions presented in this email are solely those of the author and do not necessarily represent those of the company. EFTA00313197 BANCO POPULAR DE PUERTO RICO CLOSING COST SUMMARY AND DISBURSEMENT AUTHORIZATION BORROWER: IGY - AYH ST. THOMAS HOLDINGS, LLC CLOSING DATE: August 2007 LOAN AMOUNT: $15,300,000 CLOSING COSTS AND DISBURSEMENTS FROM LOAN: 1. TO BANCO POPULAR DE PUERTO RICO Commitment Fee 2. TO GOVERNMENT OF THE VIRGIN ISLANDS Recording of UCC-I Financing Statement 3. TO GOVERNMENT OF THE VIRGIN ISLANDS Recording of First Priority Mortgage 4. TO GOVERNMENT OF THE VIRGIN ISLANDS Recording of Assignment of Leases and Rents 5. TO GOVERNMENT OF THE VIRGIN ISLANDS Recording of Pledge of CZM Permits 6. TO GOVERNMENT OF THE VIRGIN ISLANDS Pledge of CZM Permits - DPNR Fees 7. TO ANTILLES TITLE AND TRUST Lender's Title Insurance 8. BRIAN MOSELEY & ASSOCIATES. INC. Survey Fee 9. TO DUDLEY. TOPPER AND FEUERZEIG, LLP a. Attorney Fees 54,649.00 b. Copy and Fax Charges 65.00 c. UCC-11/Lien Search 250.00 TOTAL PAID TO DUDLEY, TOPPER AND FEUERZEIG, LLP 10. STRYKER. DUENSING. CASNER & DOLLISON Borrower's Attorneys' fees and costs 11. GREENBERG. TRAURIG Borrower's Attorneys' fees and costs $ 70,000.00 $ 25.00 $ 15,331.00 40.00 $ 66.00 $ 1,500.00 $ 15,565.00 $ 1,200.00 $ 54,964.00 $ 42,500.00 $ 40,000.00 EFTA00313198 IGY — AYH St. Thomas Holdings, LLC Closing Cost Summary and Disbursement Authorization Page 2 of 3 12. MAPLES AND CALDER $ 8,000.00 Guarantor's Attorneys' fees and costs TOTAL AMOUNT DISBURSED FROM LOAN ON BEHALF OF BORROWER: 249,191.00 REMAINING FUNDS DISBURSED TO BORROWER AT CLOSING: $15,050,809.00 Bank charges 4.50 CB RichardEllis appraisal fee 31,767.15 Maples Calder 1,100.00 Available for distribution S15,017,93735 50% Jeffrey Epstein S7,508,968.68 50% IGY LTD S7,508,968.67 [SIGNATURE ON FOLLOWING PAGE] EFTA00313199 ICY — AYH St. Thomas Holdings, LLC Closing Cost Summary and Disbursement Authorization Page 3 of 3 Approved and acknowledged this day of August, 2007. IGY - AYH St. Thomas Holdings, LLC, Borrower By: , duly authorized Officer M:160061.5951CCS.revised8-21-07.doc EFTA00313200