EFTA00787768

AMERICAN YACHT HARBOR & MARINA 6100 Red Hook Quarters #2 St. Thomas, USVI CBRE File No. 07-396OR-0510 Self Contained Appraisal Report Prepared for: Mark Lande IGY-AYH ST. THOMAS HOLDINGS, LLC 717 Fifth Avenue, 18th Floor New York, NY 10022 AND Cassandra P. Webster-Hodge Assistant Vice President BANCO POPULAR VIRGIN ISLANDS St. Thomas, VI 00801 VALUATION & ADVISORY SERVICES CBRE CB RICHARD ELLIS © 2007 CB Richor EFTA00787768 VALUATION & ADVISORY SERVICES CBRE CU RICHARD ELLIS 777 Brickell Avenue, Suite 910 Miami, Florida 33131 T F June 30, 2007 Mark Lande IGY-AYH ST. THOMAS HOLDINGS, LLC 717 Fifth Avenue, 18th Floor New York, NY 10022 AND Cassandra P. Webster-Hodge Assistant Vice President BANCO POPULAR VIRGIN ISLANDS St. Thomas, VI 00801 RE: Appraisal of American Yacht Harbor & Marina 6100 Red Hook Quarters #2 St. Thomas, County, USVI CBRE File No 07-396OR-0510 Dear Ms. Webster-Hodge: At your request and authorization, CBRE hos prepared an appraisal of the market value of the referenced property and presented our analysis in the following Self Contained Appraisal Report. The subject is an existing mixed use retail/office/marina property that was developed as it is now in 1992 and situated adjacent to a 2.12-acre upland site and 3.20-acre submerged land in Red Hook, St. Thomas, USVI. The majority of the property is submerged land owned by the St. Thomas Coastal Zone Management Commission and assigned to the current owners of the marina. The submerged land area is located along the southeastern boundary of the upland site. Currently the property is operated as a mixed use properly including retail and office on the landside site and a marina facility, with 130 dock slips, fuel docks, in-dock fueling and dock master's office. Of the 130 slips, 25 slips known as P Dock are leased to the owner's of American Yacht Harbor via a management agreement. The subject is more fully described, legally and physically within the enclosed report. Data, information, and calculations leading to the value conclusion are incorporated in the report following this letter. The report, in its entirety, including all assumptions and limiting conditions, is an integral part of, and inseparable from, this letter. Based on the analysis contained in the following report, the market value of the subject is concluded as follows: O 2007 CB Richard Ellis, Inc. EFTA00787769 Mark Lande and Cassandra P. Webster-Hodge Assistant Vice President June 30, 2007 Page 2 MARKET VALUE CONCLUSION Appraisal Premise Interest Appraised Date of Value Exposure Time Value Conclusion As Is Leased Fee/Leasehold Interest June 19, 2007 6 Months 521,000,000 Compiled by CURE The following appraisal sets forth the most pertinent data gathered, the techniques employed, and the reasoning leading to the opinion of value. The analyses, opinions and conclusions were developed based on, and this report has been prepared in conformance with, our interpretation of the guidelines and recommendations set forth in the Uniform Standards of Professional Appraisal Practice (USPAP), the requirements of the Code of Professional Ethics and Standards of Professional Appraisal Practice of the Appraisal Institute, the Financial Institutions Reform, Recovery, and Enforcement Act of 1989 (FIRREA), Title XI Regulations. The report is for the sole use of the client; however, client may provide only complete, final copies of the appraisal report in its entirety (but not component parts) to third parties who shall review such reports in connection with loan underwriting or securitization efforts. Appraiser is not required to explain or testify as to appraisal results other than to respond to the client for routine and customary questions. Please note that our consent to allow an appraisal report prepared by CBRE or portions of such report, to become part of or be referenced in any public offering, the granting of such consent will be at our sole discretion and, if given, will be on condition that we will be provided with an Indemnification Agreement and/or Non-Reliance letter, in a form and content satisfactory to us, by a party satisfactory to us. We do consent to your submission of the reports to rating agencies, loan participants or your auditors in its entirety (but not component parts) without the need to provide us with an Indemnification Agreement and/or Non-Reliance letter. It has been a pleasure to assist you in this assignment. If you have any questions concerning the analysis, or if CBRE can be of further service, please contact us. Respectfully submitted, CBRE - VALUATION & ADVISORY SERVICES Buddy R. Urban, MAI James E. Agner, MAI Vice President Managing Director Florida St. Cert. Gen. REA RZ2815 Florida St. Cert. Gen. REA R/382 1=. Phone: Phone: Fax: Fax: Email: Email: CBRE Ca RICI4ARO ELLIS O 2007 CB Richard Ellis, Inc. EFTA00787770 AMERICAN YACHT HARBOR & MARINA CERTIFICATION OF THE APPRAISAL CERTIFICATION OF THE APPRAISAL We certify to the best of our knowledge and belief: 1. The statements of fact contained in this report ore true and correct. 2. The reported analyses, opinions, and conclusions ore limited only by the reported assumptions and limiting conditions and are our personal, impartial and unbiased professional analyses, opinions, and conclusions. 3. We hove no present or prospective interest in or bins with respect to the property that is the subject of this report and have no personal interest in or bias with respect to the parties involved with this assignment. 4. Our engagement in this assignment was not contingent upon developing or reporting predetermined results. 5. Our compensation for completing this assignment is not contingent upon the development or reporting of a predetermined value or direction in value that favors the cause of the client, the amount of the value opinion, the attainment of a stipulated result, or the occurrence of a subsequent event directly related to the intended use of this appraisal. 6. This appraisal assignment was not based upon o requested minimum valuation, o specific valuation, or the approval of a loan. 7. Our analyses, opinions, and conclusions were developed, and this report has been prepared, in conformity with the Uniform Standards of Professional Appraisal, as well as the requirements of the State of Florida. 8. The reported analyses, opinions, and conclusions were developed, and this report hos been prepared, in conformity with the requirements of the Code of Professional Ethics and the Standards of Professional Appraisal Practice of the Appraisal Institute, which include the Uniform Standards of Professional Appraisal Practice. 9. The use of this report is subject to the requirements of the Appraisal Institute relating to review by its duly authorized representatives. 10. As of the dote of the report, Buddy R. Urban, MAI and James E. Agner, MAI have completed the requirements of the continuing education program of the Appraisal Institute. 11. Buddy R. Urban, MAI hos and James E. Agner, MAI has not made a personal inspection of the property that is the subject of this report. 12. Donna Urban provided significant real property appraisal assistance to the persons signing this report. 13. Valuation & Advisory Services operates as on independent economic entity within CBRE. Although employees of other CBRE divisions may be contacted as a port of our routine market research investigations, absolute client confidentiality and privacy are maintained at all times with regard to this assignment without conflict of interest. te" Buddy R. Urban, MAI James E. Agner, MAI Florida St. Cert. Gen. REA RZ2815 Florida St. Cert. Gen. REA RZ382 CBRE CH RICHARD ELLIS © 2007 CB Richard Ellis, Mc. EFTA00787771 AMERICAN YACHT HARBOR & MARINA SUBJECT PHOTOGRAPHS SUBJECT PHOTOGRAPHS 1 TYPICAL VIEW OF THE RETAVOFFICE PORTION 0 FTHE SUBJECT TYPICAL VIEW OF THE SUBJECT MARINA II t 2007 CB Richord Ellis, Inc. EFTA00787772 AMERICAN YACHT HARBOR & MARINA SUMMARY OF SALIENT FACTS SUMMARY OF SALIENT FACTS Properly Name American Yacht Harbor & Marina Location 6100 Red Hook Quarters #2, St. Thomas, USVI Assessor's Parcel Number 1-07702-0134-00 1-07702-0133-00 1-07702-0135-00 Properly Type Retail/Office/Marina Highest and Best Use As Though Vacant Retail/Office/Marina As Improved Retail/Office/Marina Properly Rights Appraised Fee Simple Land Area (Landside) 2.12 AC 92,347 SF Submerged Land Area 3.20 AC 139,392 SF Improvements Number of Buildings - Retail/Office 6 Number of Dock Slips 130 Net Rentable Area - Retail/Office 47,344 SF Site Amenities Fuel Dock, In-dock Fueling, Dock Master's Office, Retail & Restuarants Year Built 1992 Condition Average Estimated Exposure Time 9 Months Financial Indicators Stabilized Occupancy 80.0% Stabilized Average Wet Slip Rate/Foot 527.00 Income Growth Rate 3.0% Expense Growth Rate 3.0% Going-In Capitalization Rate 9.00% Terminal Capitalization Rate 9.50% Discount Rate 11.50% iii W' 2007 CB Richard Ellis, Mc. EFTA00787773 AMERICAN YACHT HARBOR 8 MARINA SUMMARY OF SALIENT FACTS Stabilized Operating Data Total Per Slip Total Revenue 56,626,402 550,972 Operating Expenses 54,730,646 536,390 Expense Ratio 71.39% Net Operating Income 51,895,756 514,583 VALUATION Sales Comparison Approach 521,200,000 5163,077 Income Capitalization Approach 521,000,000 5161,538 CONCLUDED MARKET VALUE Appraisal Premise Interest Appraised Date of Value Value As Is Leased Fee/Leasehold Interest June 19, 2007 521,000,000 Compiled by CAE SPECIAL ASSUMPTIONS The portion of the value attributed to the marina is based on on approved permit from the Coastal Zone Management Commission. Operation of the marina would not be possible if the permit were not in place or available to the marina operator. As such, our value is assumes the permit will continue to be renewed and the existing operations not be interrupted or halted. The subject property is currently granted on exemption from real estate taxes through December 31, 2011. The exemption was granted via the Economic Development Commission in on effort to promote development and/or redevelopment in the Red Hook area. Our value assumes the exemption will be extended after the current exemption expires and that the subject will remain 100% real estate tax free. iv © 2007 CB Richard Ellis, Inc. EFTA00787774 AMERICAN YACHT HARBOR & MARINA TABLE OF CONTENTS TABLE OF CONTENTS CERTIFICATION OF THE APPRAISAL SUBJECT PHOTOGRAPHS ii SUMMARY OF SALIENT FACTS iii TABLE OF CONTENTS INTRODUCTION 1 AREA ANALYSIS 6 NEIGHBORHOOD ANALYSIS 11 SITE ANALYSIS 15 IMPROVEMENT ANALYSIS 19 ZONING 24 TAX AND ASSESSMENT DATA 25 HIGHEST AND BEST USE 26 APPRAISAL METHODOLOGY 29 SALES COMPARISON APPROACH 30 INCOME CAPITALIZATION APPROACH 40 RECONCILIATION OF VALUE 77 ASSUMPTIONS AND LIMITING CONDITIONS 78 ADDENDA A Glossary of Terms B Additional Photographs C Improved Marina and Retail/Office Soles D Competitive Marinas and Retail/Office Rentals E Historical Operating Statements F CZM Permits G Legal Description H Engagement Letter I Qualifications O 2007 CB Richard Ellis, Inc. EFTA00787775 AMERICAN YACHT HARBOR & MARINA INTRODUCTION INTRODUCTION PROPERTY IDENTIFICATION The subject property consists of a fully developed marina currently operating os American Yacht Harbor & Marina, as well as 47,344 square feet of retail and office space situated on the landside portion of the site. The subject's street address is 6100 Red Hook Quarters #2, in St. Thomas, USVI. OWNERSHIP AND PROPERTY HISTORY Title to the upland portion of the property is currently vested in the name of IGY-AYH St. Thomas Holdings, LLC, who acquired title to the property in January 2007, os recorded in the St. Thomas/St. Johns Deed Records. The submerged land is currently under the ownership of the Coastal Zone Management Commission and leased to IGY-AYH St. Thomas Holdings, LLC through September 14, 2010 via an assignment under a Coastal Zone Management Permit (CZM). The current lease began on September, 2000 with a ten year term. Renewal of the CZM permits is not prohibitive and will likely be granted upon expiration of the current permit. The total consideration for the January 2007 transaction was $25,500,000. The subject was part of a larger purchase of four marinas properties in the Caribbean. The seller was Sun Resorts, which owned the subject outright and various interests in the other three marinas. The sale price is slightly higher than our value estimate, which could be the result of allocated costs of the portfolio sale. Other than that noted herein, there hos been no other ownership transfer of the property during the previous three years. As of the dote of value, the subject is not being marketed for sale. RELEVANT DATES The following table illustrates the various dotes associated with the valuation of the subject property: RELEVANT DATES Date of Report: June 30, 2007 Date of Inspection: June 19, 2007 Date of Value As Is June 19, 2007 Compiled by CBRE PURPOSE OF THE APPRAISAL The purpose of this appraisal is to estimate the market value of the leasehold interest in the subject property. The current economic definition agreed upon by agencies that regulate federal financial institutions in the U.S. (and used herein) is as follows: 1 2007 CB Richard Ellis, Inc. EFTA00787776 AMERICAN YACHT HARBOR & MARINA INTRODUCTION The most probable price which o property should bring in a competitive and open market under all conditions requisite to a fair sole, the buyer and seller each acting prudently and knowledgeably, and assuming the price is not affected by undue stimulus. Implicit in this definition is the consummation of a sale as of a specified dote and the passing of title from seller to buyer under conditions whereby: 1. buyer and seller are typically motivated; 2. both parties ore well informed or well advised, and acting in what they consider their own best interests; 3. a reasonable time is allowed for exposure in the open market; 4. payment is made in terms of cosh in U.S. dollars or in terms of financial arrangements comparable thereto; and 5. the price represents the normal consideration for the property sold unaffected by special or creative financing or sales concessions granted by anyone associated with the sole. PREMISE OF THE APPRAISAL The premise of this appraisal valuation is "as is" and leased fee/leasehold interest on the dote of value. TERMS AND DEFINITIONS The Glossary of Terms in the Addenda provides definitions for terms that ore, and may be used in this appraisal. INTENDED USE AND USER OF REPORT This appraisal is to be used for internal decision making by the client, Banco Popular Virgin Islands. PROPERTY RIGHTS APPRAISED The interest appraised represents the leased fee/leasehold estate. SCOPE OF WORK The scope of the assignment relates to the extent and manner in which research is conducted, data is gathered and analysis is applied, all based upon the following problem-identifying factors stated elsewhere in this report: • Client • Intended use • Intended user • Type of opinion Office of Comptroller of the Currency (OCC), 12 CFR Pall 34, Subpart C - Appraisals, 34.42 (g); Office of Thrih Supervision (OTS), 12 CFR 564.2 (g); Appraisal Institute, The Dictionary of Real Estate Appraisal, ed. (Chicago: Appraisal Institute, 2002), 177-178. This is also compatible with the RTC, FDIC, FRS and NCUA definitions of market value as well as the example referenced in the Uniform Standards of Professional Appraisal Practice (USPAP). 2 (6) 2007 CB Richard Ellis, Inc. EFTA00787777 AMERICAN YACHT HARBOR & MARINA INTRODUCTION • Effective dote of opinion • Relevant characteristics about the subject • Assignment conditions This appraisal of the subject has been presented in the form of a Self-Contained Appraisal Report, which is intended to comply with the reporting requirements set forth under Standards Rule 2-2(a) of USPAP. That is, this report incorporates, to the fullest extent possible, practical explanation of the data, reasoning and analysis that were used to develop the opinion of value. This report also includes thorough descriptions of the subject and the market for the property type. CBRE completed the following steps for this assignment: Extent to Which the Property is Identified CBRE collected the relevant information about the subject from the owner (or representatives), public records and through an inspection of the subject. The property was legally identified through its postal address, assessor's records and legal description. Economic characteristics of the subject were identified via an analysis of a recent rent roll for both the marina and retail/office space and historical operating statements. Extent to Which the Property is Inspected CBRE inspected both the interior and exterior of the subject, os well as its surrounding environs on the effective date of appraisal. Type and Extent of the Data Researched CBRE reviewed the micro and/or macro market environments with respect to physical and economic factors relevant to the valuation process. This process included interviews with regional and/or local market participants, available published data, and other various resources. CBRE also conducted regional and/or local research with respect to applicable tax data, zoning requirements, flood zone status, demographics, income and expense data, and comparable listing, sale and rental information. Type and Extent of Analysis Applied CBRE analyzed the data gathered through the use of appropriate and accepted appraisal methodology to arrive at a probable value indication via each applicable approach to value. Approaches to value used include the Sales Comparison Approach and the Income Approach. The steps required to complete each approach are discussed in the methodology section. CBRE then correlated and reconciled the results into a reasonable and defensible value conclusion, as defined herein. A reasonable exposure time and marketing time associated with the value estimate presented hos also been concluded. 3 O 2007 CB Richard Ellis, Inc. EFTA00787778 AMERICAN YACHT HARBOR & MARINA INTRODUCTION SPECIAL APPRAISAL INSTRUCTIONS There have been no special appraisal instructions for this assignment. EXPOSURE/MARKETING TIME Current appraisal guidelines require an estimate of a reasonable time period in which the subject property could be brought to market and sold. This reasonable time frame can either be examined historically or prospectively. In a historic analysis, this is referred to as exposure time. Exposure time always precedes the date of value, with the underlying premise being the time a property would have been on the market prior to the date of value, such that it would sell at its appraised value as of the date of value. On a prospective basis, the term marketing time is most often used. The exposure/marketing time is a function of price, time, and use. It is not an isolated estimate of time alone. It is different for various types of real estate and under various market conditions. A discussion of an appropriate exposure/marketing time estimate for the subject properly is presented in the following sections. In consideration of these factors, we have analyzed the following: • exposure periods for comparable sales used in this appraisal; • marketing time information from the CBRE National Investor Survey; and • the opinions of market participants. The following table presents the information derived from these sources. EXPOSURE TIME INFORMATION Exposure Time (Months) Data Source Range Average Strip Centers Class A 3.0 - 12.0 6.6 Class B 6.0 - 12.0 7.8 Class C 6.0 - 12.0 9.0 Local Market Professionals 3.0 - 9.0 6.0 CBRE Estimate 9 Months Source: CBRE National Investor Survey The CBRE Notional Investor Survey does not have a classification for marinas; therefore we have chosen the asset class most similar to the ownership position in the subject site. In addition to the survey data, we have also reviewed the assumptions and conclusions reached in the Valuation section of this report, particularly the income estimates and rotes of return. Based on these analyses, we hove concluded an exposure/marketing time of 9 months or less would be considered reasonable for the subject property. 4 O2007 CB Richard Ellis, Inc. EFTA00787779 AMERICAN YACHT HARBOR & MARINA INTRODUCTION This exposure/marketing time reflects current economic conditions, current real estate investment market conditions, the terms and availability of financing for real estate acquisitions, and property and market-specific factors. It assumes that the subject property is (or has been) actively and professionally marketed. The marketing/exposure time would apply to all valuation premises included in this report. 5 O 2007 CB Richard Ellis, Inc. EFTA00787780 AMERICAN YACHT HARBOR & MARINA AREA ANALYSIS AREA ANALYSIS 'firteicoa• till BAHAWI linao na,""" Sep, b ...Not •lat• lis..... Osr. pin* .e.. 1 ..." c.a..: .e.a amt. Lnxe ., 70 .. •••• CUBA pan. 8 rm.. ton Tos e . .111fles ....... Wads , jib% • ". M ts . • ''.1 . , .C•ena. .1w1)0••• o r Caaal . a .. SW MP r g,„,rf e, ' t. ;It. o.......,:. /egg? HAT .. sante ::!,-.7: aoto, _ .W. hob T in ••••• "'e. Th. Vet. 'steer. 0,......., M.n9o® . • Pin mann us....” La.... "ns". .. sods c•-•.• ONiunkli. • JAIAMC A 1010.A•S r. . • 4' %sr ruiltdefine, C6-01431A IIICAFWOUA .•••••• • v .., „ LOCATION THE U.S. US VIRGIN ISLANDS General Data - U.S. US Virgin Islands The U.S. US Virgin Islands, formed by the islands of Saint Croix, Saint John and Saint Thomas and several islets, were acquired by the United States from Denmark in 1917 for military purposes. This group of 3 islands and about 50 islets, most of which ore uninhabited, lie in the Lesser Antilles chain of the West Indies, east of Puerto Rico and between the Caribbean Sea and the Atlantic Ocean approximately 1,000 miles southeast of Miami. The three islands total an area of 133 square miles. The islands were first administered by the U.S. Navy, and in 1931 come under the administration of the U.S. Department of the Interior. Currently, local government organization is derived from the U.S. Congress under the revised Organic Act of 1954, which declared the islands to be an unincorporated territory of the United States. Some decision-making power still rests with the U.S. Congress and Federal agencies. 6 S 2007 CB Richard Ellis, Mc. EFTA00787781 AMERICAN YACHT HARBOR & MARINA AREA ANALYSIS The temperature in the US Virgin Islands ranges from 70.90 degrees year-round, with relatively low humidity. Prolonged periods of rain ore rare, but the islands ore subject to occasional hurricanes. The US Virgin Islands hove no rivers, streams or lakes. The islands are of volcanic origin and hove mainly a hilly topography Population The population of the US Virgin Islands had increased 7% from 1990 to 2000, the most current data available, from 101,809 habitants in year 1990 to 108,612 habitants in year 2000. The sharp rise in population from 1990 to 2000 was followed by a similar increase in the number of housing units. The principal industries of the US Virgin Islands ore tourism and manufacturing. Between 1970 and 1990, tourist expenditures increased more than 30% and now ore estimated to be $500 million annually. The government of the US Virgin Islands conducts a tax incentive program to encourage foreign capitol investments and the establishment of new industries. Special tax incentives on worldwide exports have enticed over 2,500 foreign soles corporations to be established. This has helped spur a related growth in financial service industries taking advantage of the US Virgin Islands good infrastructure, modern communications, excellent transportation links and U.S. currency and postage Government Under legislation passed in 1968, the US Virgin Islands hove had a democratically elected form of government since 1970. Prior to 1970, the Governor of the US Virgin Islands was appointed to by the president of the United States and reported to the Secretory of the Interior under the territory's 1954 revised Organic Act. Internal affairs are under the jurisdiction of on elected Governor, who together with the Lieutenant Governor is elected for a four-year term. A 15-member unicameral Legislature is elected for a two- year term. The legislative consists of seven senators from St. Croix, seven from St. Thomas, and one senator-at-large who must reside in St. John. The Member of Congress from the US Virgin Islands possesses the same powers and privileges as Representatives from the States, with the exception of voting on the House floor. Employment The main employment sources in the U.S.V.I. are tourism and local government. The following table and graphic show the employed civilian population of the U.S.V.I. as 2000 as per the 2000 Census of the U.S. Census Bureau. 7 S 2007 CB Richard Ellis, Mc. EFTA00787782 AMERICAN YACHT HARBOR & MARINA AREA ANALYSIS Industry Employment: U.S.V.I. 2000 Industry Group Average Employment Level Agriculture. forestry. fishing and hunting. and mining 324 0.70% Construction 4900 10.52% Manufacturing 2754 5.91% Wholesale trade 912 1.96% Retail trade 6476 13.91% Transportation and warehousing. and utilities 3321 7.13% Information 931 2.00% Finance. insurance. real estate. and rental and leasing 2330 5.00% Professional, scientific. management. administrative. and waste manage 3058 6.57% Educational. health and social services 6742 14.48% Arts. entertainment. recreation. accomodation and food services 7351 15.79% Other services (except public administration) 2535 5.44% Public administration 4931 10.59% All Industries 46565 100.00% THE ISLAND OF SAINT THOMAS Geographic Location and Physical Environment The appraised property lies at the Red Hook Quarter #2 in the southeastern part of the island of Saint Thomas, about 20 miles east of the Charlotte Amalie Town, Capital of the U.S.V.I. Saint Thomas lies approximately 1,000 miles southeast of Miami between the Atlantic Ocean and the Caribbean Sea. It has on area of 32 square miles and a mostly hilly topography. There are several major roads servicing Saint Thomas. Route 30 is the major road of Saint Thomas, which connects the Fortuna Community in the east with the airport in the southwest and with the town of Nadir in the eastern section of the island passing through Charlotte Amalie. Other major roods are 32, 33, 35, 38 and 40. The Cyril E. King Airport lies at the southwest section of the island and its main carrier is American Airlines. Main cruise ship and ferry docks lie at Long Bay in the Charlotte Amalie town at the south section of the island. Government The administrative political unit is the Government of the United States US Virgin Islands. A Governor and a Lieutenant Governor form the executive body. A unicameral 15-member legislative is the law- making body. There ore 14 branch departments administered by commissioners appointed by the governor and approved by the Legislature. The Planning and Natural Resources Department is responsible for the development of land use and urban development policy and regulations in Saint Thomas. A zoning code classifying and regulating uses, densities and constructions is currently in effect. The enforcement and management of the land use policies is also the function of the Planning and Natural Resources Department. 8 Ce 2007 CB Richard Ellis, inc. EFTA00787783 AMERICAN YACHT HARBOR & MARINA AREA ANALYSIS Population and Social Trends As per the 2000 Census of Population, the total population of Saint Thomas was 51,181 persons. Of the total population 49,263 persons (96%) lived in urban areas and 1,918 (4%) in rural areas. There are a total of 19,458 households and 12,378 families in Saint Thomas as of 2000. The average household and family sizes for 2000 were 2.60 and 3.32. Saint Thomas counts with public and private schools. Higher education options include a campus of the University of the US Virgin Islands. Economy As of 1999, the median household income for Saint Thomas was $26,893, higher than the U.S.V.I. median household income for the same period ($24,704). The population growth hos fueled the increased demand for residential, commercial and industrial developments. Today, Saint Thomas's main economic sectors ore tourism, service and retail. Average employment for calendar 2000 was 24,181 persons. The following table shows Saint Thomas' average employment by industry category for 2000. Industry Employment: Saint Thomas 2000 Industry Group Average Employment Level Agriculture. forestry. fishing and hunting, and mining 133 0.55% Construction 2045 8.46% Manufacturing 518 2.14% Wholesale trade 536 2.22% Retail trade 3924 16.23% Transportation and warehousing. and utilities 2038 8.43% Information 551 2.28% Finance. insurance, real estate. and rental and leasing 1185 4.90% Professional, scientific. management. administrative. and waste manage 1598 6.61% Educational. health and social services 3160 13.07% Arts. entertainment, recreation, accomodation and food services 4329 17.90% Other services (except public administration) 1356 5.61% Public administration 2808 11.61% All Industries 24181 100.00% As is reflected in the table the industry groups contributing more to the island employment level are ads-entertainment-recreation-food, retail trade and public administration. In 2000, 17.90% of the total employment was in the arts•entertainment-recreation-food sector, 16.23% in retail trade and 11.61% in the public administration category. 9 S 2007 CB Richard Ellis, inc. EFTA00787784 AMERICAN YACHT HARBOR & MARINA AREA ANALYSIS Urban Growth Trend St. Thomos had followed a sectorial urban growth trend. Most of the urban growth has followed government and military built infrastructure and tourist developments. There were a total of 24,030 housing units in Saint Thomas as of 2000. Of the total number of units, 23,083 were urban units and 947 rural units. About 81% of the units (19,458) were occupied and 19% were vacant (4,572). Of the occupied housing units about 41% (8,048) were owner occupied and about 59% (11,410) were rented units. The median age of the housing units is 25 years as of 2000. As the figures reveal Saint Thomas is predominantly a housing rental market. St. Thomos' retail and institutional activities have historically taken place around its traditional core towns. There are numerous standalone retail and office buildings within the Charlotte Amalie core urban center and along the principal roads and avenues. The Havensight commercial area and shops along the boulevards and alleys of the Charlotte Amalie district cater mostly the cruise ship tourist population. Red Hook hos two retail centers, American Yacht Harbor and Red Hook Plaza. Adjacent to the east side of the Red Hook Plaza is a new retail/office development under construction. This center is known as East End Plaza and will contain about 72,000 square feet of retail and office. According to the leasing agent, the center has secured two banks, several fast food restaurants and several economic groups moving from established business in Charlotte Amalie. Rents are quoted at $50 to $60 per square foot with a pass through of $5.00, excluding real estate taxes and insurance. The center has applied for an exemption of real estate taxes; however, it has not yet been granted. The leasing agent indicated pass-throughs would increase by $3.00 per square foot if the exemption is not granted. In general, real estate values and rents are expected to remain at the current levels, which is proportionate to the area economic growth. Rental rates hove not changed significantly in a number of years, although in centers in the Red Hook area, rents have increased as the area attracts more attention from businesses wanting to move from the central business district. Further, economic incentives offered to new developments, or developments planning significant capital improvements hos also had a positive effect on rental rate growth in Red Hook. 10 O 2007 CB Richard Ellis, Inc. EFTA00787785 AMERICAN YACHT HARBOR & MARINA NEIGHBORHOOD ANALYSIS NEIGHBORHOOD ANALYSIS LOCATION The neighborhood is located on the island of St. Thomas and is considered a suburban location. The city of Red Hook is located in southeastern portion of the island, about 20 mile east of the Charlotte Amalie Business District. The subject property lies within the Red Hook, Quarter #2, which lies within the east portion of the neighborhood. 11 S 2007 CB Richard Ellis, Mc. EFTA00787786 AMERICAN YACHT HARBOR & MARINA NEIGHBORHOOD ANALYSIS BOUNDARIES The neighborhood boundaries are detailed os follows: North: Highway 38 South: Vessup Boy East: Atlantic Ocean West: Highway 32 LAND USE Land uses within the subject neighborhood consist of a mixture of commercial and residential development. The immediate area surrounding the subject consists of the major commercial developments in Red Hook. The ferry dock for the connection to St. John is adjacent to the east line of the subject and is a major generator of tourist traffic for the area. The majority of the single-family residential development within a one mile radius of the subject may be described as rural homes in the $100,000 to over $1,000,000 price range for homes on the waterfront. The area is somewhat remote and interior subdivision roads ore one-lane asphalt paved facilities. The topography of the subject area is generally sloping, with numerous properties built with the terrain incorporated in to the design. Most of the single-family residences appear to hove been constructed over twenty years ago and are generally in average to good condition. GROWTH PATTERNS Growth patterns on the island generally follow the tourist industry and concentrate mainly in the Charlotte Amalie and Havensight areas, west of the subject. As mentioned, the Red Hook area houses one of the ferries used for inter-island transportation to and from St. Johns and Tortola, BVI. Cowpet Bay, just south of Red Hook is on upscale residential area featuring water views and frontage. In general, the growth patterns of St. Thomas are tied to the cruise lines and tourist, but also depend heavily on improvements made by the local government in terms of roads, utility services and other municipal services. There is limited vacant developable commercial land available; however, there appears to be ample vacant residential land. In most cases, the residential land is along the slopes of the mountains and is difficult to develop. Most sites that have been developed are developed with the improvements on the high side of the lot, affording the best views possible. ACCESS Primary access to the subject neighborhood is provided by Highwoy 30 to Highway 32. Highway 30 and Highway 32 are part of the circular highway around the island. The highway numbering changes several times as it traverses the island; however, Highway 30 is the southern most and busiest portion. Highwoy 30 provides access to and from the Cyril E. King Airport, Charlotte Amalie and Havensight, the predominant developments on the island. Highway 32 provides access to Red Hook and more or 12 O 2007 CB Richard Ellis, Inc. EFTA00787787 AMERICAN YACHT HARBOR & MARINA NEIGHBORHOOD ANALYSIS less forms a circle from Highway 30 to the west as Highway 38 further north and west. For the most port, these highways are two lane asphalt paved facilities with no shoulder. The commute to the Charlotte Amalie Business District from the subject neighborhood is about thirty minutes. The drive to the Cyril E. King Airport takes about forty minutes. The airport provides service to American Airlines and several smaller airlines. CONCLUSION The neighborhood appears to be predominately rural residential in nature with the American Yacht Harbor and Red Hook Plaza, for the most part, comprising the commercial developments in the oreo. Many homes ore second homes for owners and most take advantage of the elevated views of the Caribbean Sea and the surrounding countryside. Smaller communities ore located to the west of Red Hook and comprise of older residential homes with free-standing commercial facilities were demand warrants. The subject property is o 2.12-acre landside site with a southerly view of the Vessup Boy. The view is unobstructed. Very little new development was noted in the immediate area; however, there is o new retail/office development under construction just east of the subject across Red Hook Rood (Highway 32). Red Hook's interior roads are one•lane asphalt paved, with some being grovel paved. In general, the immediate area is rural in nature with supporting facilities concentrated around the subject and the ferry docks. Property values appear to be relatively constant. 13 Ce) 2007 CB Richard Ellis, Mc. EFTA00787788 AMERICAN YACHT HARBOR IS MARINA SITE ANALYSIS SITE MAP 14 :1e.,%2007 CB Richard Ellis, Inc. EFTA00787789 AMERICAN YACHT HARBOR & MARINA SITE ANALYSIS SITE ANALYSIS The following chart provides a summary of the salient features relating to the subject site. SITE SUMMARY Physical Description Gross Site Area (Fee Ownership) 5.32 Acres 231,739 Sq. Ft. Net Site Area (Fee Ownership) 2.12 Acres 92,347 Sq. Ft. Submerged Land Area (Leasehold Interest) 3.20 Acres 139,392 Sq. Ft. Primary Road Access Red Hook Zoning District W-1, Waterfront - Pleasure District Flood Map Panel No. 780000 0020E Flood Zone A Source: Various sources compiled by CBRE LOCATION The subject is on the north side of the Vessup Bay, and the south side of Red Hook Road (Highway 32), adjacent to the west side of the St John/Tortola Ferry landing. The street address is 6100 Red Hook Quarters #2, Red Hook Quarter #2, USVI. ASSESSOR'S PARCEL NUMBER The Tax Assessor's parcel numbers for the upland portion of the subject are 1-07702-0134-00, 1- 07702-0133-00 and 1-07702-0135-00. The submerged portion of the subject is owned by the Coastal Zone Management Commission and is not subject to ad valorem taxes. Further, the landside or upland portion of the subject site is exempt from real estate taxes through December 31, 2001, as a result of an Economic Development Commission (EDC) tax exempt status. This status was granted based on the need for development of properties in the Red Hook area and granted to the subject property due to the renovations and upgrades to the improvements. According to the general manager, the exemption will likely be granted again upon the expiration of the current exemption; however, he indicated the exemption may not be 100%, but hos no way to determine the likely percentage of the exemption. Apparently the exemption will depend on the amount of capital improvements to the property and could conceivably remain at 100%. We have assumed the current exemption will be extended at the current 100% exemption rate. LAND AREA The londside portion of the site contains 2.12 acres or 92,347 square feet of land. The submerged land contains 3.20 acres or 139,392 square feet and is adjacent to the southern boundary of the landside tract. There is no unusable, excess or surplus land area. 15 O 2007 CB Richard Ellis, Inc. EFTA00787790 AMERICAN YACHT HARBOR & MARINA SITE ANALYSIS SHAPE AND FRONTAGE Both portions of the subject site are irregular in shape. Only the landside portion of the subject has direct occess to public roadways. INGRESS/EGRESS Ingress and egress is available to the site via Red Hook Rood (Highway 32), just west of the St. John/Tortola Ferry Landing. Red Hook Road, at the subject property, is o major east/west street that is improved with one lane of traffic in each direction. Street improvements include asphalt paving, open ditches for drainage and no shoulders. Street parking is permitted, and the traffic flow is generally congested. Please refer to the prior site mop for the layout of the street that provide access to the subject property TOPOGRAPHY AND DRAINAGE The portion of the landside site immediately adjacent to Red Hook Road is generally level and at street grade. The topography then slopes significantly towards the southern boundary and Vessup Boy. The topography of the site is not seen as an impediment to the development of the property. During our inspection of the site, we observed no drainage problems and assume that none exist. The southern 3.20 acres of the site is submerged land owned by the government. SOILS A soil analysis for the site has not been provided for the preparation of this appraisal. In the absence of a soil report, it is a specific assumption that the site hos adequate soils to support the highest and best use. EASEMENTS AND ENCROACHMENTS A title policy for the property hos not been provided for the preparation of this appraisal. Based on our visual inspection and review of the site plan, the property does not appear to be adversely affected by any easements or encroachments. It is recommended that the client/reader obtain a current title policy outlining all easements and encroachments on the property, if any, prior to making a business decision. ACCESS AGREEMENTS There ore no known occess agreements that may affect the subject's marketability. Vehicular parking at the subject is a major negative aspect of the site, os tenants occupying the retail/office space must 16 © 2007 CB Richard Ellis, Mc. EFTA00787791 AMERICAN YACHT HARBOR & MARINA SITE ANALYSIS pay for parking, with only a few spaces available in the front of the buildings for patron parking. Tenant parking is available in an under-building parking garages below Buildings B and C. COVENANTS, CONDITIONS AND RESTRICTIONS The subject property is subject to the restrictions within the Submerged Land Lease administered by the Coastal Zone Management Commission. Without this lease, the subject property would not be allowed to operate, os it defines the lease area, specific uses of the property, lease rate, and expense responsibility. The lease is included in the Addenda. Further, the landside portion of the site is restricted by zoning from St. Thomas. UTILITIES AND SERVICES The site is within the jurisdiction of St. Thomas and is provided municipal services, including police and fire protection. Electricity is supplied by WAPA (Water & Power Authority), while sewer is provided by the Nazareth Water Treatment facility. Water is furnished on-site via a 25,000 gallon desalination plant owned and operated by the subject. All utilities are available to the site in adequate quality and quantity to service the highest and best use as if vacant and as improved. Electricity and water are charged to the docks as metered. Water is charged to the retail/office tenants based on metered usage as well. Trash removal is also charged to the retail/office tenants, typically on a fixed monthly rate os predetermined by the type of use in the leased space. FLOOD ZONE According to flood hazard mops published by the Federal Emergency Management Agency (FEMA), the site is within Zone A, as indicated on the indicated Community Map Panel No. 780000 0020E. FEMA Zone A: Special flood hazard areas subject to inundation by the 100-year flood. Because detailed hydraulic analyses have not been performed, no base flood elevations or depths are shown. Mandatory flood insurance purchase requirements apply. ENVIRONMENTAL ISSUES CBRE hos not observed, yet is not qualified to detect, the existence of potentially hazardous material or underground storage tanks that moy be present on or near the site. The existence of hazardous materials or underground storage tanks may have on affect on the value of the property. For this appraisal, CBRE has specifically assumed that the property is not affected by any hazardous materials and/or underground storage tanks that moy be present on or near the property. ADJACENT PROPERTIES The adjacent land uses are os follows: 17 O 2007 CB Richard Ellis, Inc. EFTA00787792 AMERICAN YACHT HARBOR & MARINA SITE ANALYSIS North: Red Hook Plaza South: Vessup Bay East: St. John/Tortola Ferry Landing West: Old commercial development (appears to be closed) CONCLUSION The site hos a remote location in terms of proximity to the primary tourist attractions and destinations, but afforded good access and visibility from the roadway frontage. It does have good access to the fishing grounds in the Atlantic Ocean, which is o positive consideration for o marina operation in limiting the amount of fuel boat owners must use to and from the best fishing grounds in the Atlantic. The size of the site is typical for the use, and there are no known detrimental uses in the immediate vicinity. The submerged land is subject to wove action from the open waters of Vessup Boy and on- site traffic and parking is considered poor. The parking factor hos o negative impact on maximizing the income potential of the subject. 18 t: 2007 CB Richard Ellis, Mc. EFTA00787793 AMERICAN YACHT HARBOR & MARINA IMPROVEMENT ANALYSIS IMPROVEMENT ANALYSIS The capacity (in terms of length), water ingress and egress, pedestrian access, quality of dockage and site improvements (as well as any other amenities) has a direct influence on its marketability and operating success of a marina. Likewise, on-site parking, ease of access and security are paramount for retail success. Design and functionality can affect the operations and profitability, also. These factors and how they affect the subject ore analyzed and presented below. GENERAL DESCRIPTION The following chart presents a summary of the various components of the proposed subject improvements. IMPROVEMENT SUMMARY Type of Docks Concrete pilings, wood decking, fixed Dock Size 5,511 LF Retail/Office Net Rentable Area 47,344 SF Number of Retail/Office Buildings 6 Year Built 1992 Site Amenities Fuel Dock, In-dock Fueling, Dock Master's Office, Retail & Restuarants Parking Type Surface and under building garage Slip Breakdown No. of Slips % of Total A Dock 23 17.7% B Dock 26 20.0% C Dock 20 15.4% D Dock 26 20.0% E Dock 10 7.7% P Dock 25 19.2% Total/Average: 130 100.0% Source: Various sources compiled by CBRE Plons and specifications were not provided for the preparation of this appraisal. The following is a description of the subject improvements and bosic construction features derived from discussions with the developer, a limited site plon and CBRE's physical inspection. YEAR BUILT Prior to the current development of the subject site, the property was being used as a marina. The subject property os it is now was constructed in 1992. 19 © 2007 CB Richard Ellis, Mc. EFTA00787794 AMERICAN YACHT HARBOR & MARINA IMPROVEMENT ANALYSIS DESIGN AND LAYOUT The subject property consists of two primary uses, retail/office and a marina. The retail/office portion is on the landside portion of the site, as well as the dock master's office. The boot slips extend from the southern edge of the landside site into Vessup Boy. Primary vehicular ingress/egress is via four curb cuts along Red Hook Road. Parking, although limited, is available along the front of the retail/office improvements, as well as a parking garage under Building B and C. Parking in the garage is for retail/office tenants and in some cases for on additional fee. Water ingress/egress is via a channel cut from the Atlantic Ocean known as Vessup Boy. The channel depth does not appear to affect the use of the subject by larger vessels with drafts in excess of 4'. The basic construction features are summarized as follows. FOUNDATION The foundation of the building improvements is reinforced concrete footings and columns, while the foundation of the dockage is concrete pylons. CONSTRUCTION COMPONENTS The frame of the building improvements is wood or steel, with the exterior walls being wood siding. The deck areas are wood planks atop the concrete pylons. DOCK MASTER'S OFFICE The dock master's office area is located under the decking of Building B & C and faces the marina. This building is constructed of wood framing and plaster finish. The dock master's office is located just north of C Dock. RETAIL/OFFICE BUILDINGS There are six building structures to the north of the marina. Except for Building F, these buildings are two-story structures constructed with wood or steel framing and plaster on the lower level exterior walls. The upper levels hove wood siding on the exterior walls. Roof covering is galvanized metal and most buildings hove on overhang with wood decking for pedestrian traffic and access to the upper level. Access to the upper levels is via steel framed stairwells, as well as on elevator between Buildings B & C. Building F, located in the northwest corner of the site is a one-story structure at street grade, cantilevering into a second, lower level as the terrain slopes towards the south. This building hos a flat roof and is in fair condition. This building houses four tenants, the largest being the East End Café. The lower level is slated for construction of new storage units for slip tenants. Six new storage units hove been installed, with another 23 planned for the rest of the lower level. Two of the storage units will be utilized as storage for the marina owner. The cost to complete the new storage 20 © 2007 CB Richard Ellis, Mc. EFTA00787795 AMERICAN YACHT HARBOR & MARINA IMPROVEMENT ANALYSIS units was estimated by the general manager at S23,000. This amount was deducted from the value indication in each approach to value. Interior of the buildings varies depending on the type of business leasing the space. Generally the flooring is wood or concrete over steel or wood decking. Interior walls are generally painted drywall on metal studs, and ceilings ore generally suspended acoustical tiles in a grid system. The buildings have central NC. DOCKAGE The marina operation has capability to pump both diesel fuel and gasoline for marina use. Docks A, B & C hove in•dock fueling capacity whereby the vessels con be fueled in their own slips without moving to the fuel dock. Other fueling is available at the fuel dock on the south end of A Dock. Diesel storage capacity is 30,000 gallons and gasoline storage is in four newly installed 10,000 gallons underground storage tanks. The tanks ore located between Building B and Red Hook Road. Vessel docks ore typically concrete pylons with wood decking. The current configuration is 105 slips within Docks A through E and 25 slips of P Dock. P Dock hos driven wood pylons and wood decking. The docks extend southward from landside. According to the general manager, the dockage can accommodate vessels up to 80'; however, the majority of vessels utilizing the marina are less than 50' in length. ELECTRICAL/WATER The docks are supplied electrical and water service. Electrical service is 30-amp and 50-amp and is on additional charge above the dockage rotes. LIGHTING SYSTEM Light standards are strategically placed on the docks to maximize visibility and aid in security. FIRE PROTECTION It is assumed the subject hos adequate fire alarm systems, fire exits, fire extinguishers, fire escapes and/or other fire protection measures adequate to meet local fire marshal requirements. SECURITY The subject currently hos patrolled security and is in the process of installing security cameras throughout the marina area, as well as ports of the landside site. The system will hove 24-hour recorded coverage. 21 Ce) 2007 CB Richard Ellis, Mc. EFTA00787796 AMERICAN YACHT HARBOR & MARINA IMPROVEMENT ANALYSIS PARKING There are surface parking spaces along the front of Buildings B & C, and surface parking behind Buildings A, B & C. Reportedly there are 69 of the open surface parking spaces. Additional parking is available in the parking garage under Building B & C. This garage reportedly has 100 ± parking spaces, many of which are leased to the retail/office tenants. Parking on the subject is typical for developments in the area; however, it is highly congested and appears to be short in the number of spaces available. Street parking creates some additional source of parking, but this fills quickly. QUALITY AND STRUCTURAL CONDITION The overall quality of the property is considered to be average for the neighborhood and age. CBRE did not observe any evidence of structural fatigue in the buildings or along the bulkhead/dockage, and the improvements are assumed to be structurally sound for the current occupancy. However, CBRE is not qualified to determine structural integrity, and it is recommended that the client/reader retain the services of a qualified, independent engineer or contractor to determine the structural integrity of the improvements prior to making a business decision. FUNCTIONAL UTILITY The design characteristics of the subject property appear to meet modern standards. All of the services provided ore considered to feature functional layouts and the overall layout of the property is considered functional in utility. As stated, parking is the only negative aspect. ADA COMPLIANCE It appears that all common areas of the project have handicap accessibility. The client/reader's attention is directed to the specific limiting conditions of the appraisal regarding ADA compliance. ENVIRONMENTAL ISSUES CBRE has not observed, yet is not qualified to detect, the existence of any potentially hazardous materials such as lead paint, asbestos, urea formaldehyde foam insulation or other potentially hazardous construction materials on or in the improvements. The existence of such substances may hove an affect on the value of the property. For the purpose of this assignment, we have specifically assumed that the subject is not affected by ony hazardous materials that would cause a loss in value. DEFERRED MAINTENANCE The improvements do not suffer significant deferred maintenance issues; however, some rotten soffit and facia boards were noted during the site visit. These items are considered normal wear and tear and would be addressed under the normal maintenance budget for the property. 22 O 2007 CB Richard Ellis, Inc. EFTA00787797 AMERICAN YACHT HARBOR & MARINA IMPROVEMENT ANALYSIS ECONOMIC AGE AND LIFE CBRE's estimate of the subject improvements effective age and remaining economic life is depicted in the following chart: ECONOMIC AGE AND LIFE Actual Age 15 Years Effective Age 15 Years MVS Expected Life 45 Years Remaining Economic Life 30 Years Acrued Physical Incurable Depreciation 33.3% Compiled by CBRE The overall life expectancy is based upon the improvements being new and a comparative analysis of typical life expectancies reported for facilities of similar construction as published by Marshall and Swift, LLC, in the Marshall Valuation Service cost guide. The buildings and marina, os they are developed today, were constructed about 15 years ago and have been repaired/renovated over the years. Use of wood framing and siding on the buildings contributes to the shorter expected life of the improvements. The improvements location along a coastal region would hove been better served with concrete block construction. Currently the improvements are in average condition. CONCLUSION The improvements are considered to be in average overall condition and are of similar age and location to other marinas in regard to improvement design and layout, but superior in terms of amenities, such as the adjacent retail and restaurants. The location of the marina on Vessup Bay is superior to other marinas further west in that the travel time to open water and the fishing grounds in the Atlantic Ocean is shorter, requiring less fuel. However, the shortage of on-site parking is the most detrimental aspect of the subject's design, but the location offsets this aspect, at least from the marinas standpoint. 23 O 2007 CB Richard Ellis, Inc. EFTA00787798 AMERICAN YACHT HARBOR & MARINA ZONING ZONING The following chart summarizes the zoning requirements applicable to the subject: ZONING SUMMARY Current zoning W-1, Waterfront - Pleasure District Legally conforming Yes Uses permitted Offices, retail, restaurants, light industrial and marine Zoning change Not likely Category Zoning Requirement Maximum Height 3 Stories Minimum lot size 10,000 SF Minimum lot width 100% Front/adj. to street setback 25 Feet Rear setback 20 Feet Source: Red Hook Planning ANALYSIS AND CONCLUSION The existing improvements on the upland strip represent a legally conforming use and, if damaged, may be restored without special permit application. The submerged land area of the subject is not classified in the zoning ordinance. It is recommended that local planning and zoning personnel be contacted regarding more specific information that might be applicable to the subject. 24 t: 2007 CB Richard Ellis, Mc. EFTA00787799 AMERICAN YACHT HARBOR & MARINA TAX AND ASSESSMENT DATA TAX AND ASSESSMENT DATA Real estate on St. Thomas is assessed at 1.25% of 60% of the assessor's estimated "Assessed Value". Assessed Value has been equated to market value less closing costs. The assessment for real estate purposes is made as of January 1.5th of each year and taxes become delinquent as of August 31' of each year. The subject's assessed value and taxes ore summarized below, and do not include any furniture, fixtures and equipment. AD VALOREM TAX INFORMATION Assessor's Market Value 2007 Real Property 1-07702-0134-00 $3,478,602 1-07702-0133-00 868,324 1-07702-0135-00 1,840,013 Subtotal $6,186,939 Assessed Value @ 60% $3,712,163 Combined Tax Rate (per $1,000 A.V.) 12.500000 Gross Taxes $46,402 Special Assesment $0 Gross Taxes $46,402 Total Taxes $ 46,402 Source: Assessor's Office The subject property hos been granted a real estate tax exemption through December 31, 2011. This exemption is 100% of the taxes for the property resulting in $0.00 real estate taxes. The schedule above reflects the real estate taxes the subject would be responsible for if the exemption were not in effect. It should be noted, the assessed value of the subject has not changed since 2004. According to the general manager of the subject, it is likely the subject will be granted some type of exemption from taxes upon expiration of the current abatement; however, there is apparently not any specific guidelines outlining the requirements necessary to be granted the exemption, nor the amount of an exemption under different scenarios. We hove assumed the current exemption would be extended for another 10 years and that the real estate tax expense to the subject will continue to be zero. Should the current exemption not be in place the effect on value would be minimal, as the retail/office leases are triple net with provisions to pass through operating expenses such as taxes, insurance and CAM. The land on which the marina sits is owner by the government and is not assessed. In all likelihood, only the dock would be assessed and create a minimal operating expense to the subject. 25 © 2007 CB Richard Ellis, Mc. EFTA00787800 AMERICAN YACHT HARBOR & MARINA HIGHEST AND BEST USE HIGHEST AND BEST USE In appraisal practice, the concept of highest and best use represents the premise upon which value is based. The four criteria the highest and best use must meet are: • legal permissibility; • physical possibility; • financial feasibility; and • maximum profitability. Highest and best use analysis involves assessing the subject both as if vacant and as improved. AS IF VACANT Legal Permissibility The legally permissible uses were discussed in detail in the site analysis and zoning sections of this report. Physical Possibility The upland portion of the subject consists of a 2.12-acre strip of land along the north side of Vessup Boy. This strip of land lies between the Boy and Red Hook Rood and is improved with six retail/office buildings plus the dock master's office. As a stand alone site, this strip of land has several physically possible uses, including retail, office, industrial or residential. This upland strip of land also provides fee simple ownership direct access to the lessee of the submerged land to the south. Of the legally permissible uses, retail, office, industrial or marine related developments would be physically possible on the upland portion of the subject. Financial Feasibility The determination of financial feasibility is dependent primarily on the relationship of supply and demand for the legally probable land uses versus the cost to create the uses. As will be discussed in the Income Approach, retail/office developments on St. Thomas, especially those along major thoroughfares are in high demand and occupancy is better than 98% over then center surveyed. In addition, marine related developments with good access to open water, adequate depth and protected dockage are also in high demand. With the exception of the redevelopment of Yacht Haven in Charlotte Amalie, the marina supply hos held relatively stable over the post several years. Retail supply has also been relatively stable; however, the new Home Depot center along Highway 38, northeast of Charlotte Amalie and the East End Plaza, across from the St. John/Tortola ferry landing are two examples of newer developments in areas outside of the central business district. As will be demonstrated in the Income Approach section of this report, the marina market in the subject area is generally strong. Development of new marinas properties has not occurred in the post few years due 26 © 2007 CB Richard Ellis, Mc. EFTA00787801 AMERICAN YACHT HARBOR & MARINA HIGHEST AND BEST USE to coastal zone restrictions. Although there is direct retail/office competition due to come on line in December 2007, within the subject market, there are no new proposed marina projects in the competitive market that will be public facilities. The new retail/office center (East End Plaza) hos the highest quoted rotes in the Red Hook area. It is unlikely that the tenants targeting the subject or even the Red Hook Plaza would be able to afford the rents being quoted in the new center. As such, the draw from existing tenants at the subject is expected to be minimal; however, the new in coming tenants will create a synergy in the area and provide new business and demand generators for the Red Hook area in general. These factors indicate that it would be financially feasible to complete a new mixed use retail/office/marina project if the site acquisition cost (in this case lease rote) was low enough to provide on adequate developer's profit. Maximum Profitability The final test of highest and best use of the site as though vacant is that the use be maximally productive, yielding the highest return to the land. In the case of the subject's upland strip of land, as if vacant, the analysis hos indicated that a retail/office use, similar to the existing development would result in the maximally profitable use. Further maximum profitability could be accomplished if the upland development was integrated into a marine oriented development such as the existing marina. CONCLUSION: HIGHEST AND BEST USE AS VACANT Based on the information presented above and upon information contained in the Neighborhood Analysis and Income Approach sections, we conclude that the highest and best use of the subject as if vacant, would be a mixed use project with retail, office and marine oriented uses. AS IMPROVED Legal Permissibility As discussed, the subject site's zoning and legal restrictions permit a variety of land uses. The site hos been development with retail/office uses as pad of a marina development that is a legal, conforming use. Physical Possibility The physical characteristics of the subject improvements were discussed in detail in the Improvement Analysis section. Considering the upland strip and the submerged land area, the layout and positioning of the improvements is considered functional for mixed use retail/office/marina use. Other uses may be physically possible; however, this combination maximizes the positive influence of the water frontage and proximity to the Atlantic Ocean and the fishing grounds within 30 miles of the marina. 27 © 2007 CB Richard Ellis, Mc. EFTA00787802 AMERICAN YACHT HARBOR & MARINA HIGHEST AND BEST USE Financial Feasibility The financial feasibility of a mixed use property such as the subject is based on the amount of rental revenue and supplemental revenue which can be generated, less operating expenses required to generate that income; if a residual amount existing, then the land is being put to a productive use. As will be indicated in the Income Capitalization Approach section, the subject has a positive net cosh flow and utilization of the improvements for mixed use retail/office/marina purposes is considered financially feasible. Maximum Profitability The maximum profitable use of the subject as improved should conform to neighborhood trends and be consistent with existing land uses. Although several uses may generate sufficient revenue to satisfy the required rate of return on investment and provide a return on the land, the single use that produces the highest price or value is typically the highest and best use. As shown in the applicable valuation sections, properties that are similar to the subject have continue to be used by marina owners/tenants. None of the comparable facilities have been acquired for conversion to an alternative use. The use of the subject marina is highly restricted by the lease with the government of St. Thomas. Considering the concerns being expressed by the government about decreasing public access to the area waterways, and the desire to enhance development on the Island, it is not likely the subject would be allowed to be used in a private marina operation whereby only residents or members could use the facility. In accordance with the best interest of the boating public and the economic impact on the area, the government would likely prohibit such private uses. CONCLUSION: HIGHEST AND BEST USE AS IMPROVED Based on the foregoing, the highest and best use of the property as improved is consistent with the current use, as a mixed use retail/office/marina development. 28 O 2007 CB Richard Ellis, Inc. EFTA00787803 AMERICAN YACHT HARBOR & MARINA APPRAISAL METHODOLOGY APPRAISAL METHODOLOGY In appraisal practice, on approach to value is included or omitted based on its applicability to the property type being valued and the quality and quantity of information available. COST APPROACH The Cost Approach is based upon the proposition the informed purchaser would pay no more for the subject than the cost to produce o substitute property with equivalent utility. This approach is particularly applicable when the property being appraised involves relatively new improvements that represent the highest and best use of the land or when relatively unique or specialized improvements are located on the site and for which there exist few sales or leases of comparable properties. SALES COMPARISON APPROACH The Sales Comparison Approach utilizes sales of comparable properties, adjusted for differences, to indicate a value for the subject. Valuation is typically accomplished using physical units of comparison such as price per square foot, price per unit, price per floor, etc. or economic units of comparison such as gross rent multiplier. Adjustments are applied to the physical units of comparison derived from the comparable sale. The unit of comparison chosen for the subject is then used to yield o total value. Economic units of comparison ore not adjusted but rather analyzed as to relevant differences, with the final estimate derived based on the general comparisons. INCOME CAPITALIZATION APPROACH The Income Capitalization Approach reflects the subject's income•producing capabilities. This approach is based on the assumption that value is created by the expectation of benefits to be derived in the future. Specifically estimated is the amount an investor would be willing to pay to receive an income stream plus reversion value from a property over a period of time. The two common valuation techniques associated with the Income Capitalization Approach ore direct capitalization and the discounted cosh flow (DCF) analysis. METHODOLOGY APPLICABLE TO THE SUBJECT In valuing the subject, only the soles comparison and income capitalization approaches are applicable and hove been used. The cost approach is not applicable in the estimation of market value of due to age and the associated depreciation. 29 © 2007 CB Richard Ellis, Mc. EFTA00787804 AMERICAN YACHT HARBOR & MARINA SALES COMPARISON APPROACH SALES COMPARISON APPROACH The following location mop and table of marina soles summarizes the comparable data used in the valuation of the subject property. A detailed description of each transaction is included in the Addenda. mains* 'at... o • i• 9•••••h • A tic • a • is 011•••••• rpa. AB ttresns. ern %atria Ivo • AIRY Corretcro • Sets<sr• CUBA %ror0 • ••••••ro ROA Owns. • tie “Inein. Capnar M OM tfte094 P . 0••••mr 6:4IP S In trartatooe.00). )10•0019.• • DOININICAR SOMA, Er"en ID ee? . REPUBLIC JAMAICA urn et% C • r i ***** le . •••••• "OS .0s•• r••• emmA !re,iMrolfflarrrntra,,, SUMMARY OF COMPARABLE APARTMENT SALES Transaction Year No. of Actual Sale Adjusted Price Per No. Name Type Date Built Slips Price Sale Price I Unit I OAR 1 Spume' Harbour Marina. Sale Jan.05 1987 77 S10,149,367 110,149,367 5131,810 0.00% Palm Beach Garden, Fl 2 Mangrove Marina. Sale Jul.05 1980 210 510,000.000 510,000.000 547.619 8.89% Tavernire, Fl 3 Groat American Marina. Sole Feb.06 1985 96 510.700.000 19,500.000 598,958 0.00% South Passadeno. Fl 4 The Manna & Yacht Club, Sole May.06 N/A 110 510,000.000 110,000.000 590.909 0.00% Brevord Subj. American Yacht Harbor & Marino. 1992 Pro St. Thomas. USVI Forma Transaction amount adjusted for cash equivalency and/or deferred maintenance (where applicable] Compiled by CBRE 30 © 2007 CB Richard Ellis, Inc. EFTA00787805 AMERICAN YACHT HARBOR & MARINA SALES COMPARISON APPROACH The sales utilized represent the best data available for comparison with the subject property. They were selected from our research of comparable improved marina sales within Florida. It should be noted, we uncovered several mixed use sales in the Caribbean that included a marina aspect within the sale property. Other improvements ranged from full resorts with golf courses to marinas with hotels, residential and/or retail/office. These sales ranged in total sale price between $5.9 million to over $37.0 million; however, no unit of comparison was apparent. As such, we have utilized marina sales without other improvements for the marina valuation and retail/office sales in St. Thomas and St. John for the retail/office valuation portion of the subject. ANALYSIS OF IMPROVED MARINA SALES Marina Sale One This comparable represents the acquisition a 77-slip marina located at 2385 PGA Boulevard in Palm Beach Gardens, Florida. The marina is located along the north side of PGA Boulevard and the west side of the Intracoastal Waterway (ICW),. The purchase price was $131,810 per slip and the marina owned the submerged land. The physical characteristics and amenities of this sole were generally similar to the subject property, as the slips and dockage are of similar construction. In comparison to the subject, this sale was considered superior with respect to location. The comparables location on the ICW in the upscale community of Palm Beach Gardens is superior to the subject's location on the east end of St. Thomas in Red Hook, USVI. An additional downward adjustment was made for the inferior parking at the subject. Overall, this sale was superior in comparison to the subject and a net downward adjustment was warranted to its price per slip indication. Marina Sale Two This comparable represents the acquisition a small boat 210-slip marina located at Mile Marker 91.7 Bayside, in Tavernier, Florida. The marina is located north of the Overseas Highway along the north side of Florida Avenue. The purchase price was approximately $47,619 per slip. The physical characteristics and amenities of this sale were generally inferior to the subject property. Approximately 30 slip were out of service due to damage from a hurricane and the draft in the channel is about 4' to 6', limited the use of the marina by larger vessels. Further, there are fixed bridges at the nearest ocean access point, requiring a longer travel by boat to reach the offshore fishing ground in the Keys. In comparison to the subject, this sale was significantly inferior with respect to location due to the relatively shallow draft and the fixed bridges at the nearest ocean access point. In addition, the project is located north of the Overseas Highway and somewhat difficult to find. An upward adjustment was warranted for size, as this marina has 210 slip in total as compared to the 130 slips at the subject. This adjustment reflects the economies of scale whereby a smaller property will typically 31 O 2007 CB Richard Ellis, Inc. EFTA00787806 AMERICAN YACHT HARBOR & MARINA SALES COMPARISON APPROACH trade for a higher price per unit than a larger property. Upward condition and quality of construction adjustment were necessary as the sole comparable hod several slips damage and out of service at the time of sole and the overall quality of the marina is inferior to the subject. A downward adjustment was made for the inferior parking at the subject. Overall, this sole was inferior in comparison to the subject and a net upward adjustment was warranted to its price per slip indication. Marina Sale Three This comparable represents the acquisition a small 96-slip marina located at 6810 Gulfport Boulevard, near Tampa, FL. The marina was developed in 1985. The purchase price was approximately $98,958 per slip based on information from the buyer. It should be noted, the public information of 140 slips and a sale price of $10,700,000 were found to be incorrect. The physical characteristics and amenities of this sole were generally similar to the subject property. In comparison to the subject, this sale was generally similar with respect to locational aspects, quality of construction, project amenities and size, but was judged slightly superior in regards to condition and parking. Overall, this sole was slightly superior in comparison to the subject and a net upward adjustment was warranted to its price per slip indication. Marina Sale Four This comparable represents the acquisition a 110-slip marina located on the ICW in Brevord County, Florida. The purchase price was approximately $90,909 per slip, including on indoor racquetball court, lighted tennis courts, a 5,000 square foot clubhouse and full fitness center. The physical characteristics of this sale were generally similar to the subject property; however, the project amenities are superior. In comparison to the subject, this sole was inferior with respect to location, but was judged superior in terms of project amenities and parking. The location of the sole is in a less densely populated area and somewhat remote. Overall, this sole was inferior in comparison to the subject and a slight net upward adjustment was warranted to its price per slip indication. SUMMARY OF ADJUSTMENTS Based on the foregoing discussions, the following table summarizes the adjustments warranted when comparing each sole to the subject. 32 Ce) 2007 CB Richard Ellis, Mc. EFTA00787807 AMERICAN YACHT HARBOR & MARINA SALES COMPARISON APPROACH MARINA SALES ADJUSTMENT GRID Subj. Comparable Number 1 2 3 4 Pro Forma Transaction Type Sale Sale Sale Sale Transaction Date Jan-05 Jul-05 Feb-06 May-06 Year Built 1987 1980 1985 N/A 1992 No. of Slips 77 210 96 110 130 Actual Sale Price $10,149,367 $10,000,000 $10,700,000 $10,000,000 Adjusted Sale Price 1 510,149,367 $10,000,000 59,500,000 $10,000,000 Price Per Slip I $131,810 $47,619 $98,958 $90,909 OAR 0.00% 8.89% 0.00% 0.00% Adj. Price Per Slip $131,810 $47,619 $98,958 $90,909 Property Rights Conveyed 0% 0% 0% 0% Financing Terms 1 0% 0% 0% 0% Conditions of Sale 0% 0% 0% 0% Market Conditions (Time) 0% 0% 0% 0% Subtotal - Price Per Slip $131,810 $47,619 $98,958 $90,909 Location -25% 50% 0% 15% Project Size 0% 10% 0% 0% Avg. Unit Size 0% 0% 0% 0% Age/Condition 0% 25% -5% 0% Quality of Construction 0% 10% 0% 0% Project Amenities 0% 0% 0% -10% Parking -5% -5% -5% -5% Other 0% 0% 0% 0% Total Other Adjustments -30% 90% -10% 0% Indicated Value Per Slip $92,267 $90,476 $89,063 $90,909 Transaction amount adjusted for cash equivalency and/or deferred maintenance (where applicable) Compiled by CBRE SALE PRICE PER SLIP CONCLUSION Based on the preceding discussions of each comparable and the foregoing adjustment analysis, a price per slip indication within the range of Comparable Three and Four was the most appropriate for the subject as these soles required the smallest net adjustment as compared to the subject. The total value of the marina portion of the subject via this method was calculated below. 33 © 2007 CB Richard Ellis, Inc. EFTA00787808 AMERICAN YACHT HARBOR & MARINA SALES COMPARISON APPROACH SALES COMPARISON APPROACH CONCLUSION Total Slips X Value Per Slip Indicated Value 130 X $89,000 = $11,570,000 130 X $90,000 = $11,700,000 Indicated Stabilized Fee Simple Value - Marina $11,600,000 Less Leased Fee - P Dock ($1,360,000) Indicated Leasehold Interest - Marina $10,240,000 Rounded $10,200,000 Compiled by CBRE LEASED FEE INTEREST The marina portion of the subject is situated on leased land owned by the government of St. Thomas. The value derived from the comparable sales in the previous discussion result in the fee simple value of the subject; therefore, the leased fee interest must be estimated in order to arrive at the leasehold interest. We hove utilized the forward looking lease rate in 2007 of $122,100 and the capitalization rate (9.0%) used in the Income Approach section to arrive at the value of the leased fee of $1,356,667, rounded to $1,360,000. In estimating the value of the leasehold interest in the subject, the leased fee interest was subtracted from the fee simple value estimate derived from the compared sales analysis. The value of the leasehold estate in the marina by the sales comparison approach is $10,200,000. 34 2007 CB Richard Ellis, Inc. EFTA00787809 AMERICAN YACHT HARBOR & MARINA SALES COMPARISON APPROACH The following location map and table of retail/office soles summarizes the comparable data used in the valuation of the subject property. A detailed description of each transaction is included in the Addenda. A 0 < • • • CEOs C.A. kat Ron Tomb_ IM Kan L•lha Masi bees Lab , • 1 .-I. -4 t r, , , , A I C FamPleron trwer, 7 xis. • len. ?Si, CO•I 00000 ,•• SUMMARY OF COMPARABLE RETAIL SALES Transaction Tear OW Adjusted Price NOI No. Name Type Date Built (SF) Sale Price I Per SF t Oct. Per SF OAR I Mongoose Junction II, Sole Feb-01 1988 22,000 56.900,000 5313.64 100% 50.00 0.00% St. John, VI 2 Wharfside Village. Solo Feb-01 1987 29,073 58.900,000 5306.13 100% 50.00 0.00% St. John, VI 3 100 Blackboards Hill, Listing Jun-07 1984 8,832 52.200,000 5249.09 100% 521.14 8.49% St. Thomas, VI 4 Commercial Bldg. in Havensight, Listing Jun-07 1973 3,308 5695.000 5210.10 0% 50.00 0.00% St. Thomas, VI Subj. American Yacht Harbor & Marina, 1992 47,344 Pro St. Thomas, USVI Forma 'Transaction amount adjusted for cosh equivalency and/or deferred maintenance (where applicable' Compiled by CUE 35 O 2007 CB Richard Ellis, EFTA00787810 AMERICAN YACHT HARBOR & MARINA SALES COMPARISON APPROACH The sales utilized represent the best data available for comparison with the subject property. They were selected from our research of comparable improved marina soles within the Virgin Islands. ANALYSIS OF IMPROVED RETAIL/OFFICE SALES Improved Sale One This comparable represents the acquisition a 22,000 square foot retail center located across from Cruz Bay in St. John, VI. The center targets the tourist industry rather than catering to locals. The sole took place in February 2001 for $6,900,000 or $313.64 per square foot. Rents ranged between $30 and $45 per square foot on a triple net lease basis. In comparison to the subject, this sale was considered superior with respect to locution. The comparables location on the tourist area of St. John is superior to the subject's location on the east end of St. Thomas in Red Hook, USVI. This sale was superior to the subject in terms of size and a downward adjustment was warranted for this aspect. Overall, this sole was superior in comparison to the subject and a net downward adjustment was warranted to its price per square foot indication. Improved Sale Two This comparable represents a 29,073-square-foot neighborhood retail property and is situated on a 1-acre parcel at 4-A Cruz Bay Town, St. John, VI. The improvements were originally constructed in 1987 and were considered in good condition of the time of sale. The exterior walls depict wood & masonry construction components. The parking ratio is considered poor. The property sold in February 2001 for $8,900,000, or $306.13 per square foot. Occupancy at the time of sale was 100%. This sale comparable is located on the waterfront and adjacent to the Cruz Boy Ferry Dock. It is considered a premier location for retail shops catering to tourists. The second floor space is currently being renovated and converted to apartments. The -15% downward adjustment for location reflects this comparable's superior feature with respect to high traffic area and tourist targeted location. Upon comparison with the subject, this comparable was considered superior in terms of size and received a downward adjustment of -5% for this characteristic due to economies of scale. Overall, this comparable was deemed superior in comparison to the subject and a downward net adjustment was warranted to the sales price indicator. Improved Sale Three This comparable represents an 8,832-square-foot retail property and is situated on a 0.8-acre parcel at 100 Blackbeards Hill, St. Thomas, VI. The improvements were originally constructed in 1984 and were considered in overage condition at the time of sale. The exterior walls depict concrete block construction components. The parking surface is 20 spaces with a parking ratio of 2.26 spaces per 1,000 square feet. The property is listed for sale at $2,200,000, or $249.09 per square foot. Pro 36 © 2007 CB Richard Ellis, Mc. EFTA00787811 AMERICAN YACHT HARBOR & MARINA SALES COMPARISON APPROACH Formo net operating income at the time of listing wos $186,738, or $21.14 per square foot, for an overall capitalization rote of 8.49%. Occupancy at the time of sole was 100%. This listing is located just north of Charlotte Amalie, near the Hospital. The building is three stories and has a galvanized roof, cistern, public utilities, and views of the cruise ship harbor. The building is also equipped with a 65K generator. The 5% upward adjustment for location reflects this comparable's inferior feature with respect to the subject's superior water front feature. Upon comparison with the subject, this comparable was considered superior in terms of size and received a downward adjustment of -15% for this characteristic due to economies of scale. In terms of age/condition, this comparable wos judged inferior due to its dote of construction and received on upward adjustment of 5% for this characteristic. Overall, this comparable was deemed superior in comparison to the subject and a downward net adjustment was warranted to the soles price indicator. Improved Sale Four This comparable represents a 3,308-square-foot office property and is situated on a 0.08-acre porcel at Havensight, St. Thomas, VI. The improvements were originally constructed in 1973 and were considered in good condition at the time of sole. The exterior walls depict concrete block construction components. The parking surface is on-site, and considered adequate. The property is listed for sole at $695,000, or $210.10 per square foot. This listing is a small office building in Havensight, with views of the cruise ship harbor and easy access to Charlotte Amalie and the east end of the island. The building is configured into two office suites, one on each level. The 5% upword adjustment for location reflects this comparable's inferior feature with respect to the subject's superior woter front feature. Upon comparison with the subject, this comparable was considered superior in terms of size and received a downward adjustment of -15% for this characteristic due to economies of scale. In terms of age/condition, this comparable wos judged inferior due to its construction dote and received on upward adjustment of 15% for this characteristic. Overall, this comparable was deemed inferior in comparison to the subject and on upward net adjustment was warranted to the soles price indicator. SUMMARY OF ADJUSTMENTS Based on the foregoing discussions, the following table summorizes the adjustments warranted when comparing each sole to the subject. 37 © 2007 CB Richard Ellis, Mc. EFTA00787812 AMERICAN YACHT HARBOR IS MARINA SALES COMPARISON APPROACH RETAIL SALES ADJUSTMENT GRID Subj. Comparable Number 1 2 3 4 Pro Forma Transaction Type Sale Sale Listing Listing Transaction Date Feb-01 Feb-01 Jun-07 Jun-07 --- Year Built 1988 1987 1984 1973 1992 GLA (SF) 22,000 29,073 8,832 3,308 47,344 Actual Sale Price 56,900,000 58,900,000 52,200,000 $695,000 --- Adjusted Sale Price' 56,900,000 58,900,000 52,200,000 $695,000 Price Per SF I $313.64 $306.13 $249.09 $210.10 Occupancy 100% 100% 100% 0% 100% NOI Per SF 50.00 50.00 $21.14 50.00 OAR 0.00% 0.00% 8.49% 0.00% Adj. Price Per SF $313.64 $306.13 5249.09 5210.10 Property Rights Conveyed 0% 0% 0% 0% Financing Terms' 0% 0% 0% 0% Conditions of Sale 0% 0% 0% 0% Market Conditions (Time) 0% 0% 0% 0% Subtotal - Price Per SF $313.64 $306.13 $249.09 5210.10 Location -20% -20% 5% 10% Size -5% -5% -15% -15% Age/Condition 0% 0% 5% 15% Quality of Construction 0% 0% 0% 0% Traffic Counts/Exposure 0% 0% 0% 0% Parking 0% 0% 0% 0% Total Other Adjustments -25% -25% -5% 10% Indicated Value Per SF $235.23 $229.60 $236.64 $231.11 Transaction amount adjusted for cash equivalency and/or deferred maintenance (where applicable) Compiled by CBRE SALE PRICE PER SF CONCLUSION Based on the preceding discussions of each comparable and the foregoing adjustment analysis, a price per square foot indication within the range of Comparable Three and Four was the most appropriate for the subject as these sales required the smallest net adjustment as compared to the subject. The total value of the retail/office portion of the subject via this method was calculated below. 38 Ce) 2007 CB Richard Ellis, Inc. EFTA00787813 AMERICAN YACHT HARBOR & MARINA SALES COMPARISON APPROACH SALES COMPARISON APPROACH - RETAIL/OFFICE GLA (SF) X Value Per SF = Value 47,344 X 5230.00 = $10,889,120 47,344 X 5236.00 = $11,173,184 VALUE CONCLUSION Indicated Stabilized Value $11,000,000 Deferred Maintenance SO Less Cost to Finish Storage ($23,000) Value Indication - Retail/Office $10,977,000 Rounded $11,000,000 Value Per SF $232.34 Compiled by CURE SUMMARY OF SALES COMPARISON CONCLUSION Combining the value indication of the marina with the value indication of the retail/office component results in the following total value of the subject by the Sales Comparison Approach: SALES COMPARISON APPROACH CONCLUSION Total Slips X Value Per Slip Indicated Value 130 X $89,000 = $11,570,000 130 X $90,000 = $11,700,000 Indicated Stabilized Fee Simple Value • Marina $11,600,000 Less Leased Fee • P Dock ($1,360,000) Indicated Leasehold Interest - Marina $10,240,000 Rounded $10,200,000 GLA (SF) X Value Per SF Indicated Value 47,344 X $230.00 = $10,889,120 47,344 X $236.00 = $11,173,184 Indicated Stabilized Value • Retail/Office $11,000,000 Less Cost to Finish Storage ($23,000) Indicated Stabilized Value - Retail/Office $10,977,000 Rounded $11,000,000 Total Value Indication $21,240,000 Rounded $21,200,000 Value Per Slip $163,077 Compiled by CBRE 39 CO 2007 CB Richard Ellis, inc. EFTA00787814 AMERICAN YACHT HARBOR & MARINA INCOME CAPITALIZATION APPROACH INCOME CAPITALIZATION APPROACH The following location map and table of marinas summarizes the comparable data used in the valuation of the subject property. A detailed description of each transaction is included in the Addenda. SUMMARY OF COMPARABLE MARINA SLIP RENTALS Comp. No. Property Name Location Service Base Rate 1 Compass Point Marina Red Hook, Full $18.00/Ft./Month St. Thema, USVI 2 Crown Bay Marina Charlotte Amalie, Full S25.50/Ft./Month St. Thema, USVI 3 La Vida Marine Center Red Hook, Full Sit to 312/Ft./Month St. Thomas, USVI 4 Pirates Cove Marina Red Hook, Full S20 to 322/Ft./Month St. Thomas, USVI 5 Village Cay Marina Rood Town, Full $28.50 to $45/PL/Month Tortola, SW 6 Virgin Gorda Yacht Harbour Spanish Town, Full $27 to 375/Ft./Month Virgin Gorda, UM Subj. American Yacht Harbor & 6100 Red Hoek, Quarter 42, Full Pro Marina St. Thomas, USVI Forma Compiled by CBRE 40 O 2007 CB Richard Ellis, Inc. EFTA00787815 AMERICAN YACHT HARBOR & MARINA INCOME CAPITALIZATION APPROACH ANALYSIS OF COMPETITIVE MARINA PROPERTIES Competitive Marina One Compass Point Marina - This 96-slip marina is located in the lagoon behind Compass Point, which is also known as Hurricane Hole. This marina is well protected and security includes a gated entry. Amenities include water, electricity, pump-out, nearby shops and restaurants, showers/bathrooms and dive shop. Rates are $18 per foot per month. The channel depth is shallow and larger boats requiring drafts of 4' or more typically cannot utilize the marina. The marina hos virtually no visibility from Highway 32 and ingress is through a residential area. Overall, this property is considered inferior to the subject, as the comparable has shallow drafts, prohibiting larger vessels from access. In addition, the marina has inferior visibility and further to travel to the fishing grounds in the Atlantic Ocean than the subject. The subject should command higher slip rates than this comparable. Competitive Marina Two Crown Bay Marina - This marina is located just west of Charlotte Amalie and includes about 99 wet slips. This marina can accommodate vessels up to 200' and has a high speed fuel dock. Amenities include repairs, chandlery, water, fuel, electricity, pump-out, shops, restaurant, bas, direct broadcast satellite TV, high speed broadband internet, laundry, dive shop and full service concierge. Annual rotes for the wet slips are $25.50 per foot. Overall, this marina is considered superior to the subject due to its on-site parking and amenities, while inferior in terms of the required travel time to the Ocean. The subject is slightly superior to this comparable and should command slightly higher slip rates. Competitive Marina Three La Vida Marine Center - This marina is located near Compass Point, near Compass Point Marino. The marina has approximately 80 slips and can accommodate vessels up to 60'. Amenities include electricity, water, showers/bathroom, small bar and grill, full service boot yard, repairs and haul-out. This is a small, older marina with limited amenities and is primarily o boot yard and service marine center. Slip rates range between $8.00 and $12.00 per foot per month. Overall, this facility is considered inferior as compared to the subject properly due to its location, quality and amenities. Competitive Marina Four Pirates Cove Marina - This marina is located just west of Red Hook, St. Thomas. The marina has 30 slips and can accommodate vessels with drafts over 4'. Amenities include metered electricity and water, fuel, boat sales and rentals, hotel rooms, bar 8, grill, general store and small gift/boutique shop. Rates for vessels were quoted between $20.00 and $22.00 per foot per month, which was based on a flat rate of $795 per slip per month and 35' to 40' slips. This is an older marina with limited parking and longer travel time by boat to the Atlantic Ocean. Overall, this property is 41 O 2007 CB Richard Ellis, Inc. EFTA00787816 AMERICAN YACHT HARBOR & MARINA INCOME CAPITALIZATION APPROACH considered to be inferior as compared to the subject property and the subject should command higher slip rates than this comparable. Competitive Marina Five Village Cay Marina - This 106-slip marina is located directly in the head of Road Town in Tortola, BVI. This marina has 35' to 40' finger piers in three docks and can accommodate vessels in excess of 56'. Amenities include laundry, showers/bathrooms, electricity, water, fuel, security, maintenance, 19-room hotel and restaurant/bar. Shops, grocery stores and banks are nearby. Annual slip rates are $24 per foot for vessels under 56' and $45 per foot for vessels in excess of 56', which require two T-slips. The marina was developed in 1974 and is in fair to average condition. Overall, this property is considered inferior to the subject in terms of age and condition and the subject should command slightly higher slips rates. Competitive Marina Six Virgin Gorda Yacht Harbour Marina - This 111-slip marina is located just north of Spanish Town and south of Little Dix Bay Resort on Virgin Gorda, BVI. This marina has 94 slips and 17 T-slips (bulkhead berths), as well as a boatyard with 220 dry slips, 42 of which are "hurricane berths" in a concrete keel slip. The marina can accommodate vessels up to 160' at the T-slips. Amenities include laundry, showers/bathrooms, electricity, water, fuel, security, dive shop, drug store, marine store, chandlery, food market, wireless Internet, restaurant and pub. Slip rates are $27.00 per foot per month to $40.50 per month for vessels under 52' and $60 per foot per month for vessels between 52' and 75'. Rates for vessels over 75' are $75 per foot per month. Annual rotes for vessels under 52' ranges between $24.00 and $36.00 per foot per month. Overall, this property is considered similar to the subject and the subject should command similar slips rates. Projected Occupancy & Slip Rates Based on the comparable marina data, current market conditions, and the subject's competitive position in the market, it is our opinion that the subject's occupancy level will be similar to the rate that has been achieved by the subject over the post year and a half. The subject's historical and projected stabilized occupancy is summarized as follows: MARINA OCCUPANCY Year Percentage 2005 75% 2006 80% 2007 Annualized 78% CB Richard Ellis, Inc. Estimate 80% Compiled by CBRE 42 rei, 2007 CB Richard Ellis, Inc. EFTA00787817 AMERICAN YACHT HARBOR & MARINA INCOME CAPITALIZATION APPROACH As previously discussed, the comparable marina slip rates reflect a wide range of prices due to marina amenities, location, travel time to fishing grounds and the open ocean, as well os age and condition. Compass Bay and Virgin Gorda Yacht Harbour are the most comparable to the subject. Although there are various physical or locational differences these marinas offer good quality slips with similar amenities either at the site or nearby. Annual rates at Crown Bay are $25.50 per foot per month and at Virgin Gorda Yacht Harbour rates range between $24.00 and $36.00 per foot per month. Rates at the subject are current being quoted at $26.75 to $32.00 per foot per month for seasonal stays and $25.25 to $30.50 per foot per month for annual leases. Transient rates are even higher and ranges between $30.00 and $34.50 per foot per month. The subject's historical and pro forma segmentation are summarized as follows: Another factor affecting the overall slip rate is the percentage or mix of leases between annual, seasonal and transient (less than 30 days). The subject's historical and pro forma segmentation is as follows: SEGMENTATION Year Annual Seasonal Transient 2005 53.2% 24.2% 22.6% 2006 50.6% 23.8% 25.6% 2007 Annualized 48.9% 18.2% 32.9% CB Richard Ellis, Inc. Estimate 50.0% 24.0% 26.0% Compiled by CBRE The subject's current dockage rotes are summarized as follows: QUOTED DOCKAGE RATES Slip Length Annual Seasonal Transient Current under 56' $25.25 $26.75 $30.00 Current over 56' $30.50 $32.00 $34.50 Compiled by CBRE Annual dockage will tend to include a small portion with vessels in excess of 56', while the seasonal and transient are likely to include vessels under the 56' price range break. We have estimated the 10% of the annual dockage will be vessels in excess of 56', and 100% of the seasonal and transient dockage will be vessels under 56'. Based on the dockage segmentation as supported by the subject's historical segmentation and the current quoted rates with the weight placed on the various rates as discussed, the subject's historical and pro forma dockage rates are as follows: 43 O 2007 CB Richard Ellis, Inc. EFTA00787818 AMERICAN YACHT HARBOR & MARINA INCOME CAPITALIZATION APPROACH SLIP RATES Year S/LF/Month 2005 $26.71 2006 $26.65 2007 Annualized $26.37 CB Richard Ellis, Inc. Estimate $27.00 Compiled by CBRE The subject's historical slip rotes ore relatively consistent. The rote reflected for the 2007 annualized amount is for the first five months of the year, just prior to the high peak fishing season of July through September. Seasonal dockage will increase during this time and the segmentation will begin to resemble the historical percentage. Considering a stabilized occupancy of 80% and on overage dockage rote of $27.00 per foot per month, the total dockage revenue is estimated to be $1,428,500, or $10,988 per slip. The schedule below summarizes the historical dockage revenue as compared to our pro forma estimate. DOCKAGE REVENUE As a % of Total Per Available Year Revenue Slip 2005 22.6% $10,195 2006 21.7% $10,827 2007 Annualized 24.8% $10,444 CB Richard Ellis, Inc. Estimate 21.6% $10,988 Compiled by CBRE Although dockage revenue hos varied in terms of the percentage to total revenue, the amount per slip has been relatively consistent. Our pro forma estimate is slightly higher than the most recent full year and is considered reasonable based on the current quoted rotes at the subject and the rotes of the two most comparable marina projects. 44 S 2007 CB Richard Ellis, Mc. EFTA00787819 AMERICAN YACHT HARBOR & MARINA INCOME CAPITALIZATION APPROACH The following location map and table of marinas summarizes the comparable data used in the valuation of the subject property. A detailed description of each transaction is included in the Addenda. ATLANTIC OCEAN ....roam ear gov TooksiCay tau amch CORAL "Mils -S Poet vas. Poet CARIBBEAN SEA set snit, SUMMARY OF COMPARABLE RETAIL RENTALS Comp. Year Quoted Minns* No. Property Name Legation •ullt OLA on Rental Rate Bails I East End Moto Rood 30 Across from Si. John Ferry Dock, 2007 Lease-up 72,000 $50.565/SF Triple Net Red Hook. USW 2 Fort Mylner Shopping Center Weymooth.lthymer Highway and Turpentine Run. 1966 95% 26,200 521.00 - 526.00 Triple Net Olarlatte Amalie, U5V1 3 Hovensight Moll Along Side The Cruise Ship Dock. 1960 100% 260.000 340.00 - 360.00 Triple Net Charlotte Amalie, USYI 4 tockort Gardens Shopping Center Weymouth•Rhymer Hchway o nd 5It 313. 1972 99% 85,000 526.00 - 531.00 Triple Net Charlotte Amalie, USYI 5 Nitiky Center Rood 30 West Of Charlotte Amalie. 1965 93% 123,717 535.00 - 340.00 Gross Charlotte Amalie, USYI 6 Red Hook Plaza Red Hook Rood Across From American Yacht 1976 100% 36,000 225.00 - $32.00 Triple Net Harbor, Red Hook. USY1 Subj. American Yacht Harbor 8 Morino 6100 Red Hook, Quante *2. 1992 100% 47.344 Pro St. Thomas, USYI Forma Compiled by CORE 45 0 2007 CB Richard Ellis, Inc. EFTA00787820 AMERICAN YACHT HARBOR & MARINA INCOME CAPITALIZATION APPROACH The rentals utilized represent the best data available for comparison with the subject property. They were selected from our research of comparable rentals on St. Thomas. ANALYSIS OF COMPETITIVE RETAIL/OFFICE PROPERTIES Retail Comparable One This comparable represents the newest retail/office development in the eastern portion of St. Thomas. It is located across from the St. John/Tortola ferry landing and is currently under construction. The center is reportedly 72,000 square feet. According to the leasing agent the quoted rents range between $50 and $65 per square foot on triple net leases. He indicated two banks, several fast food type restaurants and economic development companies hove negotiated leases. The improvements are concrete block and adequate parking will be available. Pass through is expected to be around $5.00 per square foot, with a property tax exemption; however, if the exemption is not granted pass through will increase to $8.00 per square foot. In comparison to the subject, this property was generally similar with respect to location, while superior in age/condition, construction quality and income characteristics. Overall, this comparable was significantly superior in comparison to the subject and o downward adjustment was required. Retail Comparable Two This comparable represents a retail/office development in the eastern portion of St. Thomas. It is located just south of the Tu Tu Mall and is currently 97.7% occupied. The center contains 26,200 square feet and has 11 tenants with space sizes ranging between 300 square feet and 4,800 square feet. Currently there is a 1,500 square foot space for lease and an asking rote between $21 and $26 per square foot. Expense pass through is approximately $4.00 per square foot. The center was originally constructed in 1966 and renovated in 1996. In comparison to the subject, this property was generally inferior with respect to location, age/condition and design and appeal. Overall, this comparable was inferior in comparison to the subject and an upward adjustment was required. Retail Comparable Three This comparable represents a government owned retail/office development adjacent to the cruise ship docks, just east of Charlotte Amalie. The center consists of several buildings and contains approximately 260,000 square feet. Rental rotes depend on the location within the center. Rental rotes range between $25 and $30 per square foot for the office and bock portion stores and $40 to $60 per square foot for space in high traffic locations catering to the cruise ship passengers. Expense pass•through is estimated at $3.00 per square foot. 46 2007 CB Richard Ellis, Mc. EFTA00787821 AMERICAN YACHT HARBOR & MARINA INCOME CAPITALIZATION APPROACH In comparison to the subject, this property was superior with respect to location, while regarded as similar in age/condition and design and appeal. Overall, this comparable was inferior in comparison to the subject and on upward adjustment was required. Retail Comparable Four This comparable represents a strip center near the Roy Schneider Hospital, just east of Charlotte Amalie. The center was constructed in 1972 and was renovated in 1996. It is considered to be in good condition at this time. The center contains approximately 85,000 square feet and tenants include Kmart, Foot Locker, Furniture World and Banco Popular to name a few. Reportedly rental rotes in the center range between $26.00 and $31.00 per square foot, with expense pass through of approximately $4.00 per square foot. In comparison to the subject, this property was similar with respect to location, while regarded as slightly inferior in age/condition and design and appeal. Overall, this comparable was slightly inferior in comparison to the subject and an upward adjustment was required. Retail Comparable Five This comparable represents a mixed use project just west of Charlotte Amalie. The center was constructed in 1988 and contains 123,787 square feet. It is considered to be in good condition at this time. Tenants include the United States Immigration and Naturalization Service and Bank of Nova Scotia to name a couple. Reportedly, rental rotes in the center range between $35.00 and $40.00 per square foot, on a gross lease basis. Considering pass•through is typically S4 to $5 per square foot, the effective triple net lease equivalent is $30 to $36 per square foot. In comparison to the subject, this property was superior with respect to location, while regarded as similar in age/condition and design and appeal. Overall, this comparable was slightly superior in comparison to the subject and a downward adjustment was required. Retail Comparable Five This comparable represents a mixed use project across the street from the subject. The center was constructed in 1976 and contains approximately 36,000 square feet. It is considered to be in average condition at this time. Tenants include Ace Hardware, Banco Popular and Dusty's Love Shack Restaurant as a pod, just to name a few. Reportedly, rental rotes in the center range between $28.00 and $32.00 per square foot, on a triple net lease basis. Expense pass•through is estimated at $4.00 per square foot. In comparison to the subject, this properly was similar with respect to location and condition, while inferior in design and appeal. The subject hos a slight advantage over this comparable being situated 47 t: 2007 CB Richard Ellis, Mc. EFTA00787822 AMERICAN YACHT HARBOR & MARINA INCOME CAPITALIZATION APPROACH on the water front side of Red Hook Rood. Overall, this comparable was generally similar in comparison to the subject and no adjustment was required. SUBJECT RENTAL INFORMATION The following chart depicts the subject's most recent contract rotes. SUMMARY OF RECENT LEASES New/ Term Commence Size Rental Rate Free Expense Tenant Renewal (Mo.) Date (SF) S/SF/Yr. S/Yr. Escalations Rent Reimb. Actual Leases Carib Oil New 31 Jan-07 371 532.00 $11,872 Yes No NNN Sun Haven Realty New 36 Jan-07 371 532.00 $11,872 Yes No NNN Majorie Roberts New 36 Jan-07 292 531.97 59,335 Yes No NNN Lafayette Contractors New 24 Mar-07 885 532.00 S28,320 Yes No NNN East End Cafe New 99 Dec-06 1,429 521.00 $30,009 Yes No NNN Lotus Asian Grill & Sushi New 120 Oct-06 1,840 540.00 $73,600 Yes No NNN Stout Realty New 36 Apr-06 800 536.75 $29,400 Yes No NNN Matthew Lutz Renewal 36 May-07 1,500 527.00 S40,500 Yes No NNN Subtotal Actual Leases 7,488 531.37 $234,908 Compiled by CBRE Current asking rotes ore approximately S32.00 per square foot, which appears to be the appropriate for the subject in relation to the comparables. Leases in Building F (East End Café) command lower rent due to the condition of the building improvements. The four most recent leases were negotiated at rotes between $31.97 and $32.00 per square foot, triple net. The leases exhibit escalation clauses based on CPI or a maximum of 3% to 5%, depending on the negotiations. Spaces are leased as is with no tenant finish allowance included. Lease terms ranged from three to ten years, which appear consistent with market terms. Additionally, all of these recently signed leases were signed on a triple net lease basis whereby taxes, insurance and common area maintenance are pass through to the tenants on a pr-rota share basis. MARKET RENT ESTIMATE Considering the location of the subject, the most recently executed leases within the subject have typically been consistent with trends exhibited in the competitive market and by the rent comparables. 48 CO 2007 CB Richard Ellis, Mc. EFTA00787823 AMERICAN YACHT HARBOR & MARINA INCOME CAPITALIZATION APPROACH The subject's is currently 100% occupied. Recent leases were negotiated at $32.00 per square foot for space in Buildings A through E and $21.00 per square foot for space in Building F. The recently negotiated leases ore well within the parameters indicated by the market (currently S21.00 to $65.00 per square foot). Because of the lack of available space and a new center coming on line at the end of the year across the street from the subject, we have concluded a market rent for the retail and office space in Buildings A through E at the some rote as the recent leases, or $32.00 per square foot. Further, we have concluded a market rent for space in Building F and the space utilizing deck space at $21.00 per square foot, in line with recent lease negotiations. Base Rental Rate The estimate of base rental rotes is shown in the following chart. BASE RENTAL RATES Bldgs. A, B, C, D & Bldg. F & Marlin Category E Deck Subject's Quoted Terms $32.00 $21.00 Rent Comparable Data $21.00-$65.00 $21.00-$65.00 CBRE Estimate $32.00 $21.00 Compiled by CBRE Concessions The estimate of concessions is shown in the following chart. CONCESSIONS Bldgs. A, B, C, Bldg. F & Marlin Category D& E Deck Subject's Quoted Terms None None Rent Comparable Data None None CBRE Estimate None None Compiled by CBRE With occupancy at 98% in the surveyed comparable not in lease-up, demand is strong and concessions ore not port of the leasing structure. Reimbursements The estimate of reimbursements is shown in the following chart. 49 tr.) 2007 CB Richard Ellis, Mc. EFTA00787824 AMERICAN YACHT HARBOR & MARINA INCOME CAPITALIZATION APPROACH REIMBURSEMENTS Bldgs. A, B, C, Bldg. F & Marlin Category D& E Deck Subject's Quoted Terms NNN NNN Rent Comparable Data NNN & Gross NNN & Gross CBRE Estimate NNN NNN Compiled by CBRE Only one comparable reported a lease structure other than triple net. Indicating this type of lease structure is predominate in the market and accepted by tenants. Escalations The various rental rotes for the subject are base rotes and do not include potential annual escalations. At the present time, annual escalations ore based on CPI with maximums increases ranging between 3% and 5%. As such, we hove concluded market rental escalations of 3% annually over the term of the lease. Tenant Improvements The estimate of tenant improvements is shown in the following chart. TENANT IMPROVEMENTS Bldgs. A, B, C, Bldg. F & Marlin Category D& E Deck Subject's Quoted Terms New Tenants 50.00 50.00 Renewals 50.00 50.00 Rent Comparable Data New Tenants 50.00 50.00 Renewals 50.00 50.00 CBRE Estimate New Tenants $0.00 $0.00 Renewals $0.00 $0.00 Compiled by CBRE In every case where vacant space was available in one of the comparables the space was marketed in it's as is condition with no tenant improvements allowance included. This is also the case at the subject. As such, we have not considered any tenant improvements allowance. Lease Term The estimate of lease terms is shown in the following chart. 50 tr.) 2007 CB Richard Ellis, Mc. EFTA00787825 AMERICAN YACHT HARBOR & MARINA INCOME CAPITALIZATION APPROACH LEASE TERM Bldgs. A, B, C, Bldg. F & Marlin Category D& E Deck Subject's Quoted Terms 2- 10 YRS 3-10 YRS Rent Comparable Data 3 - 5 YRS 3 - 5 YRS CBRE Estimate 5 YRS 5 YRS Compiled by CBRE Lease terms vary within the subject, as well as the comparables. The most common lease term was found to be five years. MARKET RENT CONCLUSIONS The following chart depicts the market rent conclusions for the subject: MARKET RENT CONCLUSIONS Bldgs. A, B, C, Bldg. F & Marlin Category D&E Deck GLA (SF) 40,807 6,537 Percent of Total SF 86.2% 13.8% Market Rent ($/SF/Yr.) $32.00 $21.00 Concessions None None Reimbursements NNN NNN Annual Escalation CPI-U CPI-U Tenant Improvements (New Tenants) $0.00 $0.00 Tenant Improvements (Renewals) $0.00 $0.00 Average Lease Term 5 Years 5 Years Compiled by CBRE 51 2007 CB Richard Ellis, Inc. EFTA00787826 AMERICAN YACHT HARBOR & MARINA INCOME CAPITALIZATION APPROACH RENT ROLL ANALYSIS The subject's rent roll is illustrated as follows: RENT ROLL ANALYSIS Stile Lease Lease Term Size COLA) Contract Rental Role Trash CAM CAM No. Tenant Slott Expiration µits) SF %Total S/SF/Yr. S/Yr. STY, . S/Yr. S/SF/Yr. Al .1 Neptune Fishing Supplies Aug•04 Jul-09 60 870 1.8% $29.83 $25.956 $900 $3,811 54.38 A1-2 =. Inc. Jon-06 Dot-08 36 371 0.8% 314.50 512,801 S600 S1,577 St.25 Al -3 Find Bonk VI Ocl-02 Oct-06 49 371 0.8% 535.17 $13.050 $300 $1,655 54.46 Al, & 5, Deck Tradewinds Food Co. Mar-01 Feb-11 120 1.642 3.5% 537.48 561,544 $1,500 $6,979 54.25 A2.1 Island Meeting 8 Unmake.' Dec.98 Nov.08 119 841 1.8% 513.62 $28,279 S300 S3,759 54.47 A7.2 Corib Oil Jom07 fol.09 31 371 0.8% 53200 $11.877 $300 $1,577 54.25 A2-2 5 3 Son Haven Really bn-07 Dec-09 36 371 0.8% 53200 $11,677 $300 $1,577 54.25 A2.4 Moloch* Roberts tan-07 Dot-09 36 292 0.6% 511.97 39,136 SO $1,241 St.25 A2.5 melisso Nedson/Knols Aw07 Mor-05 Feb.08 36 350 0.7% 521.70 57,594 $300 $1,488 54.25 A2.6 Islands Yacht Charters. Inc. Apr-06 Mor-08 24 371 0.8% $32.99 $12.238 $600 $1,577 54.25 A2.7 Lafayette Contractors, LLC Mar.07 Feb-09 24 885 1.9% 332.00 $28,320 S300 S3,761 St.25 P.3.I Corporate Services Grow Sep-03 Dec-10 88 968 7.0% 523.15 $22,412 $0 54,114 54.25 81.E Island Yacht Charters, Inc. Apr-06 Mar.08 24 400 0.6% 517.28 $6,913 $600 S1,700 St.25 82.1 8 2 *Mille' Yachting Carp. Jul-02 Mat-08 69 3,080 6.5% 322.63 569,702 $600 311,550 53.75 82.4 d 5 Stout Really Apr-06 Mor-09 36 800 1.7% 536 75 $29,400 $300 $3,400 54.25 82.10 Captain elastic° Jon.00 Doc-06 BA 800 1.7% 532.40 $25,922 S300 $3,400 St.25 82-7 LotusPs:on Grill &Sushi 0c1-06 Sep.16 120 1,840 3.9% 340.00 $71,596 $1,200 $7,824 St.25 83.I d 2 C.Boy, Inc. lon-04 Dec-09 72 3.504 7.4% $19.68 S68.951 $1,800 514,892 54.25 83.3 8 5 Financial Trust Co. Sep.99 Aug.09 120 2,800 5.9% 526.78 $74,982 $600 511.900 St.25 CI.6 Trust Asset Management Jan-02 Doc-07 72 6,000 12.7% 322.00 $132,000 $1,200 526,820 St.47 C2.I Dolphin Dreems Apr-99 Mor-09 120 839 1.8% 534 21 $28,706 $300 $3,568 54.25 C2.2 Cool Signs Sep-02 Mar.09 79 892 1.9% 528.08 $25,044 SO S3,791 St.25 C2.3 Sally Smith Sep-02 Aug-07 60 372 0.8% $19.47 57,244 5180 5837 52.25 0.4 Red Hook Video Store Apr-03 Mor-08 60 890 1.9% 526.59 S23,666 $600 $3,783 54.25 C2.5 Purely Paws, I.LC May-03 Apt.11 96 500 1.1% 323.83 $11,914 S300 $2,125 St.25 C2.6 E /Men Mar,04 Feb.09 60 514 1.1% $27.16 $13,967 $0 $2,041 $3.97 C2-7 Mathew1mb May-07 Apr.10 36 1,500 3.7% $27.D3 $10,500 $600 $6,375 54.25 C2.8 The Copison School Jun-05 May-08 36 522 1.1% 527.56 $14,188 S300 $2,219 St.25 C3-14, Deck blond Time lul.04 Jun -09 60 1.367 2.9% $18.49 $25,278 $900 $5,810 54.25 01.1 Ireland-32 Apr.99 Mas-09 120 3,724 7.9% $1834 S68.301 $1,800 515,827 54.25 Mari Deck Latices m Parodist Ocl-05 Sep-06 12 300 0.6% 320.00 $6,000 $600 S1,275 St.25 EI-1 05 Enterprises, Inc Aug-99 Jul-08 108 1,035 2.2% 530 75 S31.823 $1,200 54,399 54.25 EI-2 05 Enterprises, Inc. Feb-03 Sul.08 66 345 0.7% 529.27 $10,097 $0 $1,397 54.05 E2.1 Springline, LLC Aug-02 Jul-08 72 1,380 2.9% 524.31 $33,548 $600 55,865 St.25 FI-1 la Providence, Inc. Nov.01 Oct-06 60 838 1.8% $1404 $11,765 $600 $3,570 54.26 F2-1 Anita•Reoves-George Feb-05 ton-08 36 1,670 3.5% 520 81 S34.753 $600 57,100 54.25 F2.2 East End Cafe Dec.06 Fob.15 99 1,429 3.0% 321.00 530,009 SO $6,073 54.25 F2-3 East End Cafe Mor.05 Feb-15 120 2,300 4.9% 52001 546,022 51,800 $8,050 53.50 Occupied Subtotals 47.344 100.0% 525.13 51.189.758 $22,380 $198703 St.20 Properly Totals . Contract Rent 47,344 100.0% S25.I 3 51,189758 St.20 Properly Totals - Markel Rent 47,344 100.0% 53048 51,443,101 55.00 Compiled by CAE As noted, the overall average contract rent at the subject is currently $25.13 per square foot. Our pro forma estimate of $32.00 and $21.00 per square foot results in on overall average rent at $30.48 per square foot. Although the leases have escalation clauses in the lease structure, many were negotiated several years ago at a time when Red Hook was not noticed as a retail/office area and the condition of the subject was inferior to the current condition. Anticipated Changes/Rollover to Rent Roll The general manager reported no significant anticipated changes to the rent roll due to tenant defaults and/or non-renewals or major new leasing activity. 52 Ce) 2007 CB Richard Ellis, Mc. EFTA00787827 AMERICAN YACHT HARBOR & MARINA INCOME CAPITALIZATION APPROACH POTENTIAL INCOME CONCLUSION Within this analysis, potential rental income from the retail/office improvements and the marina are estimated based upon the forward looking market rental rates over the next twelve months. As such, the retail/office rental income considers any escalation of rents during the next twelve months. This method of calculating rental income is most prevalent in the local market and is consistent with the method used to derive overall capitalization rates from the comparable sales data. The following schedules summarize the potential marina and contract retail/office income as a percentage of total revenue to the subject os well as on a per slip bosis and per square foot basis, where applicable. DOCKAGE REVENUE As a % of Total Per Available Year Revenue Slip 2005 22.6% $10,195 2006 21.7% $10,827 2007 Annualized 24.8% $10,444 CB Richard Ellis, Inc. Estimate 21.6% $10,988 Compiled by CBRE RETAIL/OFFICE RENTAL INCOME As a % of Total Year Revenue $/SF 2005 17.8% $22.05 2006 16.8% $23.07 2007 Annualized 19.1% $22.00 CB Richard Ellis, Inc. Estimate 18.1% $25.30 Compiled by CBRE Projected Fuel Sales Revenue As would be expected, fuel sales revenue is dependent on the number of slips at a particular marina, and can vary according to specific marina layouts and management. The subject's historical financial data is presented in the following table. FUEL SALES REVENUE As a % of Total Per Available Year Revenue Slip 2005 42.7% $19,265 2006 44.2% $22,063 2007 Annualized 38.9% $16,368 CB Richard Ellis, Inc. Estimate 42.3% $21,538 Compiled by CBRE 53 rei, 2007 CB Richard Ellis, Inc. EFTA00787828 AMERICAN YACHT HARBOR & MARINA INCOME CAPITALIZATION APPROACH The subject's historical fuel sales has been consistent and provides good support for our pro forma estimate of the diesel and gas fuel soles at the subject. The 2007 annualized amount is lower as the peak fishing seasons July through September were obviously not yet included. Fuel storage capacity is 30,000 gallons of diesel in one tank and 10,000 gallons of gasoline in four storage tanks. In-dock fueling is available to slips in A, B & C Docks. Our pro forma estimate is supported by the subject's historical financial data. Utility Sales Revenue The subject sells electricity and water to the docks and water and trash removal to the retail/office tenants. With its own desalination plant, the water soles ore source of net profit, as well os the revenue above the cost of the trash removal and electricity. The subject's historical financial data is presented in the following table. UTILITY SALES - DOCKS REVENUE As a % of Total Per Available Year Revenue Slip 2005 6.9% $3,131 2006 7.5% $3,766 2007 Annualized 7.3% $3,051 CB Richard Ellis, Inc. Estimate 7.5% $3,846 Compiled by CBRE UTILITY SALES - RETAIL/OFFICE REVENUE As a % of Total Year Revenue S/SF 2005 2.5% $3.16 2006 2.3% $3.10 2007 Annualized 2.3% $2.60 CB Richard Ellis, Inc. Estimate 2.4% $3.34 Compiled by CBRE Merchandise Sales Revenue The subject's merchandise soles revenue hos been relatively consistent over the post two plus years. This revenue category includes soles of miscellaneous items including, snack food, drinks, T-shirts and other clothing, small booting needs, etc. The subject historical merchandise soles revenue is detailed as follows: 54 t: 2007 CB Richard Ellis, Mc. EFTA00787829 AMERICAN YACHT HARBOR & MARINA INCOME CAPITALIZATION APPROACH MERCHADISE REVENUE As a % of Total Per Available Year Revenue Slip 2005 1.4% $628 2006 1.5% $735 2007 Annualized 1.8% $739 CB Richard Ellis, Inc. Estimate 1.4% $731 Compiled by CBRE Storage Rental Income The subject currently has 36 storage units with an additional 23 planned for the near future. Three of the spaces will not be available for lease os they are utilized by the owners for storage. The current rent roll for the 33 leased storage units indicates month revenue of $5,785. The new units will be lease at an overage rate of $60 per square foot for the 586 square feet to be added, resulting in annual revenue from storage unit leasing of $104,580, rounded to $105,000. The subject's historical financial data is presented in the following table: STORAGE RENTAL INCOME As a % of Total Per Available Year Revenue Slip 2005 1.3% $577 2006 1.1% $546 2007 Annualized 1.2% $484 CB Richard Ellis, Inc. Estimate 1.6% $808 Compiled by CBRE The increased in the pro forma estimate is due to the addition of the new units. Parking Income The parking arrangement at the subject is based on first come first serve; however, most of the spaces in the parking garages are leased on a monthly basis. The subject's historical financial data is presented in the following table: 55 O2007 CB Richard Ellis, Inc. EFTA00787830 AMERICAN YACHT HARBOR & MARINA INCOME CAPITALIZATION APPROACH PARKING INCOME As a % of Total Year Revenue 5/SF 2005 0.7% $0.82 2006 0.8% $1.07 2007 Annualized 0.9% $1.00 CB Richard Ellis, Inc. Estimate 0.8% $1.06 Compiled by CBRE CAM Reimbursement The leasing structure for the retail and office tenants calls for triple net leases whereby operating expense including real estate taxes, insurance and common area maintenance are pass through to the tenants as additional rent. In this instance the majority of the CAM expense is insurance and a small amount of the repairs and maintenance expense. The subject's historical financial data is presented in the following table: CAM REIMBURSEMENT As a % of Total Year Revenue $/SF 2005 3.6% $4.43 2006 3.3% $4.56 2007 Annualized 3.2% $3.68 CB Richard Ellis, Inc. Estimate 3.65% $5.11 Compiled by CBRE Our estimate considers on increase in the insurance expense and a slight increase in the repairs and maintenance expense. Miscellaneous/Other Income Miscellaneous or Other Income is derived from sources such os boat services, finance charges to vessels, etc. The subject's historical Other Income is detailed as follows: OTHER INCOME REVENUE As a % of Total Per Available Year Revenue Slip 2005 0.6% $274 2006 0.8% $408 2007 Annualized 0.7% $283 CB Richard Ellis, Inc. Estimate 0.8% $385 Compiled by CBRE 56 rei, 2007 CB Richard Ellis, Inc. EFTA00787831 AMERICAN YACHT HARBOR & MARINA INCOME CAPITALIZATION APPROACH EXPENSE PROJECTIONS In order to estimate the operating expenses applicable to the subject, we have reviewed the subject's historical data. The following table summarizes the subject's historical data: 57 Ce) 2007 CB Richard Ellis, Mc. EFTA00787832 AMERICAN YACHT HARBOR & MARINA INCOME CAPITALIZATION APPROACH SUBJECT HISTORIAL OPERATING HISTORY Year 2005 2006 2007 Annualized No. Slips 130 130 130 Total LF Occupied (Slips) 1,509,285 1,606,512 1,566,151 Avg. Slip Occupancy 75% 80% 78% Avg. Slip Rate/LF $0.88 $0.88 S0.87 Total % Rev S/Slip Total % Rev S/Slip Total % Rev S/Slip Revenues Dockage S1,325,322 22.6% 510,195 51,407,539 21.7% 510,827 51,357,754 24.8% 510,444 Fuel Sales 2,504,485 42.7% 19,265 2,868,191 44.2% 22,063 2,127,778 38.9% 16,368 Utility Sales . Docks 407,060 6.9% 3,131 489,546 7.5% 3,766 396,689 7.3% 3,051 Utility Sales . Retail/Office 149,439 2.5% 1,150 146,761 2.3% 1,129 123,266 2.3% 948 Merchodise 81,631 1.4% 628 95,541 1.5% 735 96,007 1.8% 739 RetaiVOffice Rental Income 1,044,076 17.8% 8,031 1,092,002 16.8% 8,400 1,041,617 19.1% 8,012 Storage Rental Income 75,034 1.3% 577 70,982 1.1% 546 62,892 1.2% 484 Parking Income 38,918 0.7% 299 50,430 0.8% 388 47,575 0.9% 366 CAM Reimbursement 209,943 3.6% 1,615 215,720 3.3% 1,659 174,302 3.2% 1,341 Other Income 35,623 0.6% 274 53,077 0.8% 408 36,732 0.7% 283 Total Revenues S5,871,531 100.0% 545,166 56,489,789 100.0% 549,921 55,464,613 100.0% 542,035 Cost of Sales• Dockage 5319,858 12.8% 52,460 5365,268 26.0% 52,810 5297,070 21.9% 52,285 Fuel 1,829,804 73.1% 14,075 2,022,214 70.5% 15,555 1,494,636 70.2% 11,497 Utilities • Docks 167,435 41.1% 1,288 198,877 40.6% 1,530 139,817 35.2% 1,076 Utilities • Retail/Office 72,046 48.2% 554 71,522 48.7% 550 61,603 50.0% 474 Merchandise 47,515 58.2% 366 53,147 55.6% 409 51,228 53.4% 394 Retail/Office 257,498 24.7% 1,981 267,486 24.5% 2,058 224,791 21.6% 1,729 Miscellaneous Operating 11,562 32.5% 89 16,309 30.7% 125 14,539 39.6% 112 Guaranteed Payment - P Dock 112,987 1.9% 869 116,331 2.0% 895 105,269 1.8% 810 Total Cost of Sales 52,818,705 48.0% 521,682 53,111,154 47.9% 523,932 52,388,953 43.7% 518,377 Gross Operating Income S3,052,826 52.0% 523,483 53,378,635 52.1% 525,990 53,075,660 56.3% 523,659 Unallocated Expenses Utilities 571,822 1.2% $552 589,471 1.4% 5688 563.960 1.2% 5492 Repair & Maintenance 52,860 0.9% 407 55,928 0.9% 430 543.342 0.8% 333 Marketing 41,228 0.7% 317 53,236 0.8% 410 553.789 1.0% 414 Management Fee 104,513 1.8% 804 116,383 1.8% 895 5396.773 7.3% 3.052 Administrative & General 253,172 4.3% 1,947 324,580 5.0% 2,497 5161.131 2.9% 1.239 Gross Receipts Tax 102,855 1.8% 791 118,550 1.8% 912 89.830 1.6% 691 Payroll 301,108 5.1% 2,316 304,527 4.7% 2,343 5276.434 5.1% 2.126 Land Lease 61,582 1.0% 474 61,569 0.9% 474 554.480 1.0% 419 Total Unallocated Expenses 5989,140 16.8% 57.609 51,124,244 17.3% $8,648 51.139.738 20.9% 58,767 Income Before Fixed Expenses 52,063,686 35.1% 115.875 52,254,391 34.7% $17,341 51.935,922 35.4% $14,892 Fixed Expenses Real Estate Taxes 0.0% - 0.0% • - 0.0% - Property Insurance 426,287 7.3% 3,279 431,039 6.6% 3,316 245.993 4.5% 1.892 Structural Reserves 0.0% • 0.0% • 0.0% - Total Fixed Expenses 426,287 7.3% $3,279 431,039 6.6% 53,316 245.993 4.5% 51.892 Total Expenses 54,234,132 72.1% 532,570 54,666,437 71.9% 535,896 53.774.684 69.1% 529.036 Net Operating Income 51,637,399 27.9% 512,595 51,823,352 28.1% 514,026 51,689,929 30.9% 512,999 Annualized Amounts Represent 5 Months clan. through May 20071 • Except for guaranteed payment for P Dock, the costs of sales percentages represent the percentage of cosh as related to the respective sales from that department. Source Operating Statements 58 t 2007 CB Richard Ellis, inc. EFTA00787833 AMERICAN YACHT HARBOR 8 MARINA INCOME CAPITALIZATION APPROACH The subject's historical data reflects general consistency in most all categories. Due to the mixed use nature of the subject, o direct comparison with marinas or retail/office properties would not be possible. As such, we have relied upon the trends established at the subject, which reflect a consistent and well managed operation. COST OF SALES Dockage Cost of Sales Dockage cost of sales involves the payroll and payroll expenses associated with o portion of the maintenance personnel and operational personnel used at the dock and the fuel dock. The table below details the subject's historical cost of sales for this departmental category. COST OF SALES - DOCKAGE As a % of Dept. Per Available Year Revenue Slip 2005 12.8% 52,460 2006 26.0% 52,810 2007 Annualized 21.9% 52,285 CB Richard Ellis, Inc. Estimate 23.8% $2,615 Compiled by CBRE Fuel Cost of Sales In this instance, the cost of sales is related to the cost of the fuel delivered to the site for resale. The table below details the subject's historical cost of sales for this departmental category. COST OF SALES - FUEL As a % of Dept. Per Available Year Revenue Slip 2005 73.1% $14,075 2006 70.5% $15,555 2007 Annualized 70.2% $11,497 CB Richard Ellis, Inc. Estimate 70.5% $15,192 Compiled by CBRE Utilities Cost of Sales The subject operates its own desalination plant for water to the various components. In addition, the cost of trash removal is included or the retail/office tenants and electricity is included for this service provided to the docks. 59 :.e) 2007 CB Richard Ellis, Mc. EFTA00787834 AMERICAN YACHT HARBOR & MARINA INCOME CAPITALIZATION APPROACH COST OF SALES - UTILITIES - DOCKS As a % of Dept. Per Available Year Revenue Slip 2005 41.1% $1,288 2006 40.6% $1,530 2007 Annualized 35.2% $1,076 CB Richard Ellis, Inc. Estimate 40.0% $1,538 Compiled by CBRE COST OF SALES - UTILITIES - RETAIL/OFFICE As a % of Dept. Year Revenue S/SF 2005 48.2% $1.52 2006 48.7% $1.51 2007 Annualized 50.0% $1.30 CB Richard Ellis, Inc. Estimate 46.2% $1.54 Compiled by CBRE Merchandise Cost of Sales The merchandise sold at the subject consists of T-shirts, minor and small boat parts and accessories, and various marine related items. The table below details the subject's historical cost of sales for this departmental category. COST OF SALES - MERCHANDISE As a % of Dept. Per Available Year Revenue Slip 2005 58.2% $366 2006 55.6% $409 2007 Annualized 53.4% $394 CB Richard Ellis, Inc. Estimate 55.3% $404 Compiled by CBRE Retail/Office Cost of Sales Retail/office cost of sales involves the payroll and payroll expenses associated with a portion of the maintenance personnel and operational personnel used at the building improvements. The table below details the subject's historical cost of soles for this departmental category. 60 2007 CB Richard Ellis, Inc. EFTA00787835 AMERICAN YACHT HARBOR & MARINA INCOME CAPITALIZATION APPROACH COST OF SALES - RETAIL/OFFICE As a % of Dept. Year Revenue S/SF 2005 24.7% $5.44 2006 24.5% $5.65 2007 Annualized 21.6% $4.75 CB Richard Ellis, Inc. Estimate 22.4% $5.66 Compiled by CBRE Miscellaneous/Other Income Cost of Sales This category includes the cost of items used for boat services. The table below details the subject's historical cost of sales for this departmental category. MISCELLANEOUS OPERATING As a % of Dept. Per Available Year Revenue Slip 2005 32.5% $89 2006 30.7% S125 2007 Annualized 39.6% S112 CB Richard Ellis, Inc. Estimate 34.0% $131 Compiled by CBRE Guaranteed Payment — P Dock P Dock is leased to the owner's of the subject property through o management agreement. The agreement calls for monthly payments escalated annually based on CPI. The current monthly rote is $9,925, increasing in August 2007. GUARANTEED PAYMENT - P DOCK Asa % of Total Per Available Year Revenue Slip 2005 1.9% 5869 2006 2.0% 5895 2007 Annualized 1.8% $810 CB Richard Ellis, Inc. Estimate 1.8% $939 Compiled by CBRE We have estimate the guaranteed payment at $9,925 for the next two months with on increase in August at 3% for the remaining 10 months. 61 t 2007 CB Richard Ellis, Mc. EFTA00787836 AMERICAN YACHT HARBOR & MARINA INCOME CAPITALIZATION APPROACH Unallocated Operating Expenses Unallocated operating expenses are typically not directly related to on associated revenue source, but con be compared on the basis of total revenues for similar types of marinas. These expenses are therefore compared and estimated as a percentage of total revenues. Utility Costs Utility costs include the expenses incurred in providing electric, water and sewer to common areas. The subject's projected expense as a percentage of total revenues, on a per available slip basis are summarized below: UTILITIES EXPENSE As a % of Total Per Available Year Revenue Slip 2005 1.2% $552 2006 1.4% S688 2007 Annualized 1.2% $492 CB Richard Ellis, Inc. Estimate 1.1% $580 Compiled by CBRE The stabilized estimate is based on the net utility cost to the un-metered common areas of the property. Property Repairs and Maintenance Property repairs and maintenance includes all labor costs not previously allocated, benefits, and supplies associated with repairs and maintenance, and landscaping. The subject's projected expense as a percentage of total revenues, and on per available slip basis is summarized as follows: REPAIR & MAINTENANCE EXPENSE As a % of Total Per Available Year Revenue Slip 2005 0.9% $407 2006 0.9% $430 2007 Annualized 0.8% $333 CB Richard Ellis, Inc. Estimate 0.9% $458 Compiled by CBRE In estimating stabilized maintenance and repairs expenses for the subject property, we hove considered the subject's actual historical data. Our pro forma estimate is slightly above the historical amount and considers the type of construction and required maintenance to keep the structures and dock in good operational condition. 62 rt; 2007 CB Richard Ellis, Inc. EFTA00787837 AMERICAN YACHT HARBOR IS MARINA INCOME CAPITALIZATION APPROACH Marketing Expenses Marketing expenses include advertising, public relations, and direct marketing costs. This expense includes both the labor component as well as actual hard costs. The subject's projected expense as a percentage of total revenues is summarized as follows: MARKETING EXPENSE As a % of Total Per Available Year Revenue Slip 2005 0.7% $317 2006 0.8% $410 2007 Annualized 1.0% $414 CB Richard Ellis, Inc. Estimate 0.9% $458 Compiled by CBRE An increase in the marketing expense may help maintain the estimated rent levels and occupancy at the retail/office portion of the subject as well as the docks. Management Fees Management fees for marinas typically range from 3.0% to 6.0% of total revenues. We have considered the subject property consuming a reasonable amount of the owner's time for task such as hiring personnel, directing the operations and generally overseeing the investment. These tasks typically ore the task covered under the management fees. Our pro forma management fees are shown as follows: MANAGEMENT FEE EXPENSE As a % of Total Per Available Year Revenue Slip 2005 1.8% $804 2006 1.8% $895 2007 Annualized 7.3% $3,052 CB Richard Ellis, Inc. Estimate 4.0% $2,039 Compiled by CBRE Historically, the subject has incurred management expenses of 1.8% of total revenues; however, in 2007 the management fee was increased to 8% of total revenues. This is beyond the range typically seen and was not utilized in estimating the typical marketing expense. We feel the subject property should provide for a management fee near the middle of the typical range and have based this expense on 4% of total revenues. 63 t 2007 CB Richard Ellis, Mc. EFTA00787838 AMERICAN YACHT HARBOR & MARINA INCOME CAPITALIZATION APPROACH Administrative and General Expenses Administrative and general expenses include onsite office operation costs, security, sign rentals, credit card commissions, accounting and legal costs, and ony other costs not directly attributed to a specific department or other expense category. The subject's historical and projected expense os a percentage of total revenues and per available slip is summarized below: ADMINISTRATIVE & GENERAL EXPENSE As a % of Total Per Available Year Revenue Slip 2005 4.3% $1,947 2006 5.0% $2,497 2007 Annualized 2.9% $1,239 CB Richard Ellis, Inc. Estimate 3.0% $1,529 Compiled by CBRE The stabilized estimate is primarily based on the subject's actual historical data as o percentage of total revenue. Gross Receipts Tax Expense This expense includes the taxes imposed by the local government on revenue received from all sources except fuel. The subject's historical and projected expense as a percentage of total revenues and per available slip is summarized below: GROSS RECEIPTS TAX As a % of Total Per Available Year Revenue Slip 2005 1.8% S791 2006 1.8% $912 2007 Annualized 1.6% $691 CB Richard Ellis, Inc. Estimate 1.8% $918 Compiled by CBRE Payroll Expense Payroll Expense includes all personnel need to prudently manage and operate a retail/office project and marina, as well os payroll taxes and benefits. This category includes payroll and payroll expense not allocated to any specific department. The subject's payroll expense is os shown as follows: 64 O2007 CB Richard Ellis, Inc. EFTA00787839 AMERICAN YACHT HARBOR & MARINA INCOME CAPITALIZATION APPROACH PAYROLL EXPENSE As a % of Total Per Available Year Revenue Slip 2005 5.1% $2,316 2006 4.7% $2,343 2007 Annualized 5.1% $2,126 CB Richard Ellis, Inc. Estimate 4.8% $2,447 Compiled by CBRE Land Lease This expense includes the lease payments to the Coastal Zone Management Commission for the submerged land on which the marina is constructed. The subject's land lease expense is as shown as follows: LAND LEASE As a % of Total Per Available Year Revenue Slip 2005 1.0% $474 2006 0.9% $474 2007 Annualized 1.0% $419 CB Richard Ellis, Inc. Estimate 0.9% $474 Compiled by CBRE Fixed Charges Fixed charges ore typically not directly related to on associated revenue source, and are typically not compared on the basis of total revenues for similar types of marinas. These expenses are therefore not typically compared, but have been estimated as a percentage of total revenues for illustration purposes. Real Estate Taxes Real estate taxes ore a function of the assessor's estimate of value. In this instance, the subject is exempt from real estate taxes until December 31, 2011. We have further assumed the exemption will be extended and the 100% exemption from real estate taxes will continue. Insurance Costs Insurance costs include liability and property damage but exclude mortgage insurance. The subject's projected expense as a percentage of total revenues is summarized below: 65 © 2007 CB Richard Ellis, Mc. EFTA00787840 AMERICAN YACHT HARBOR & MARINA INCOME CAPITALIZATION APPROACH PROPERTY INSURANCE EXPENSE As a % of Total Per Available Year Revenue Slip 2005 7.3% $3,279 2006 6.6% $3,316 2007 Annualized 4.5% $1,892 CB Richard Ellis, Inc. Estimate 7.0% $3,577 Compiled by CBRE The subject's historical expense is in line with the historical insurance premiums. According to the general manager and a review of the 2007 budget, insurance expense is expected to increase to approximately $465,000 per year. Our pro forma estimate is based on the new, higher premiums due to take effect in June 2007. Structural Reserves Structural reserves account for the replacement of short-lived items, including the ships store/office building roof, mooring pylons and dockage. This expense has been estimated in terms of a percentage of total revenue. The estimated structural reserves are summarized as follows: STRUCTURAL RESERVES As a % of Total Per Available Year Revenue Slip 2005 0.0% SO 2006 0.0% SO 2007 Annualized 0.0% $0 CB Richard Ellis, Inc. Estimate 0.9% $466 Compiled by CBRE Reserves were based on S0.25 per square foot for the building improvements and 1% of the total revenues from marina operations. OPERATING EXPENSE CONCLUSION The subject's expense history and the pro forma estimate ore detailed as follows: TOTAL EXPENSES As a % of Total Per Available Year Revenue Slip 2005 72.1% $32,570 2006 71.9% $35,896 2007 Annualized 69.1% $29,036 CB Richard Ellis, Inc. Estimate 71.4% $36,390 Compiled by CBRE 66 Ce) 2007 CB Richard Ellis, Mc. EFTA00787841 AMERICAN YACHT HARBOR & MARINA INCOME CAPITALIZATION APPROACH Total expenses are slightly higher than historical data due to higher insurance and the inclusion of structural reserves. NET OPERATING INCOME CONCLUSION The subject's net operating income history and the pro forma estimate are detailed as follows: NET OPERATING INCOME As a % of Total Per Available Year Revenue Slip 2005 27.9% $12,595 2006 28.1% $14,026 2007 Annualized 30.9% $12,999 CB Richard Ellis, Inc. Estimate 28.6% $14,583 Compiled by CBRE As a percentage of total revenues, the projected net income for the subject is above the historical data. Our pro forma estimate is approximately 4% higher than the most recent historical amount, reflective of the escalations in the lease rates for the retail/office space and slightly higher dockage rates. Thus, based on the line item analysis of the income and expense estimates utilized, our conclusion is considered reasonable. DIRECT CAPITALIZATION Direct capitalization is o method used to convert a single year's estimated stabilized net operating income into a value indication. The following subsections represent different techniques for deriving an overall capitalization rate for direct capitalization. Comparable Sales The overall capitalization rates (OAR's) confirmed for the comparable sales analyzed in the Soles Comparison Approach are as follows: COMPARABLE RETAIL CAPITALIZATION RATES Sole Sale Price Sale Dote 5/SF Occupancy OAR 1 Feb-01 $313.64 100% 0.00% 2 Feb-01 $306.13 100% 0.00% 3 Jun-07 $249.09 100% 8.49% 4 Jun-07 $210.10 0% 0.00% Indicated OAR: 89% 8.50% Compiled by: CBRE 67 rei, 2007 CB Richard Ellis, Inc. EFTA00787842 AMERICAN YACHT HARBOR & MARINA INCOME CAPITALIZATION APPROACH COMPARABLE MARINA CAPITALIZATION RATES Sale Sale Price Sale Date 5/SF Occunncy OAR 1 Jan-05 $131,810 0% 0.00% 2 Jul-05 447,619 98% 8.89% 3 Feb-06 $98,958 0% 0.00% 4 May-06 $90,909 0% 0.00% Indicated OAR: 89% 9.00% Compiled by: CBRE There was very little data available in either marina sales or retail/office sales. Only one sole from each category indicated an overall rate. The overall rate for the retail/office sale is a small center with only 12 tenants as opposed to 38 tenants at the subject. A larger number of tenants, all else being equal, increases the risk associated with the income stream. As such, the overall rote for the retail/office aspect of the subject should be slightly higher than the only indication from the sales. On the marina side, the only sale indicating an overall rate has some slips out of service at the time of sale. As such, the pro forma income was lower, resulting o slightly lower overall rate. Based on the limited data from this comparison, very little emphasis was placed on the overall rote indicated by improved sales. Published Investor Surveys The results of the most recent Nafionol Investor Survey, published by CBRE, are summarized in the following chart. OVERALL CAPITALIZATION RATES Investment Type OAR Range Average CBRE Strip Centers Class A 6.50% - 8.50% 7.33% Class B 7.00% - 8.50% 7.79% Class C 8.00% - 9.00% 8.50% Korpocz Strip Shopping Center National Data 5.80% - 9.00% 7.27% Indicated OAR: 9.00% Source: CBRE National Investor Survey & Korpacz Real Estate Investor Survey The subject is considered to be a Class B/C property primarily due to its location on the far eastern end of St. Thomas and o distance away from the major retail and office developments such as Havensight and Charlotte Amalie. Because of the subject's somewhat remote location, an OAR near 68 O2007 CB Richard Ellis, Inc. EFTA00787843 AMERICAN YACHT HARBOR & MARINA INCOME CAPITALIZATION APPROACH the upper portion of the range indicated by Class C properties in the preceding table is considered appropriate. Band of Investment The band of the investment technique has been utilized as a cross-check to the foregoing technique. The analysis is shown in the following table. BAND OF INVESTMENT Mortgage Interest Rate 6.50% Mortgage Term (Amortization Period) 25 Years Mortgage Ratio (Loan-to-Value) 75% Mortgage Constant 0.08102 Equity Capitalization Rate 12% Mortgage Requirement 75% x 0.08102 = 0.06077 Equity Requirement 25% x 0.12000 = 0.03000 100% 0.09077 Indicated OAR: 9.10% Compiled by: CBRE CAPITALIZATION RATE CONCLUSION The following table summarizes the OAR conclusions. OVERALL CAPITALIZATION RATE - CONCLUSION Source Indicated OAR Comparable Sales - Retail 8.50% Comparable Sales - Marinas 9.00% National Investor Survey 9.00% Band of Investment 9.10% CBRE Estimate 9.00% Compiled by: CBRE DIRECT CAPITALIZATION SUMMARY A summary of the direct capitalization of the subject at stabilized occupancy is illustrated in the following table. 69 © 2007 CB Richard Ellis, Inc. EFTA00787844 AMERICAN YACHT HARBOR & MARINA INCOME CAPITALIZATION APPROACH DIRECT CAPITALIZATION SUMMARY - DOCKS 8 RETAIL/OFFICE No. Slips 130 Total LF Occupied 1,609,212 Rate/LF $0.89 Avg. Occupancy 80.0% % Rev S/Avail. Slip Total Revenues Dockage 21.6% $10,988 51,428,500 Fuel Soles 42.3% $21,538 2,800,000 Utility Sales - Docks 7.5% $3,846 500,000 Utilities - Retail/Office 2.4% $1,215 158,000 Merchadise 1.4% 5731 95,000 Retail/Office Rental Income 18.1% $9,215 1,197,902 Storage Rental Income 1.6% 5808 105,000 Parking Income 0.8% 5385 50,000 CAM Reimbursement 3.7% $1,862 242,000 Other Income 0.8% 5385 50,000 Total Revenues 100.0% $50,972 56,626,-102 Cost of Sales• Dockage 23.8% $2,615 $340,000 Fuel 70.5% $15,192 1,975,000 Utilities - Docks 40.0% $1,538 200,000 Utilities - Retail/Office 46.2% 5562 73,000 Merchandise 55.3% 5404 52,500 Retail/Office 22.4% $2,062 268,000 Miscellaneous Operating 34.0% 5131 17,000 Guaranteed Payment - P Dock 1.8% 5939 122,100 Total Cost of Sales 46.0% $23,443 53,047,600 Gross Operating Income 54.0% $27,529 53,578,802 Unallocated Expenses Utilities 1.1% 5580 $75,400 Repair & Maintenance 0.9% 5458 59,600 Marketing 0.9% 5458 59,600 Management Fee 4.0% $2,039 265,100 Administrative & General 3.0% $1,529 198,800 Gross Receipts Tax 1.8% 5918 119,300 Payroll 4.8% 52,447 318,100 Land Lease 0.9% 5474 61,575 Total Unallocated Expenses 17.5% $8,904 51,157,475 Income Before Fixed Expenses 36.5% $18,626 52,421,327 Fixed Expenses Real Estate Taxes 0.0% 50 $0 Property Insurance 7.0% $3,577 465,000 Structural Reserves 0.9% 5466 60,571 Total Fixed Expenses 7.9% $4,043 5525,571 Total Expenses 71.4% $36,390 54,730,646 Net Operating Income 28.6% $14,583 $1,895,756 OAR 9.00% Indicated Stabilized Value $21,063,956 Deferred Maintenance Less Cost to Complete New Storage (23,000) Value Indication $21,040,956 Rounded $21,000,000 • Except for the guaranteed payment for P Dock, the costs of sales percentages represent the percentage of costs as related to the respective sales from that department. Compiled by CBRE 70 © 2007 CB Richard Ellis, Mc. EFTA00787845 AMERICAN YACHT HARBOR & MARINA INCOME CAPITALIZATION APPROACH DISCOUNTED CASH FLOW ANALYSIS The discounted cash flow analysis relies on a projection of net operating income over a fixed holding period and a future sale of the property at the end of the holding period. This is consistent with current investor trends for analyzing this property type. The discounted cash flow analysis takes into consideration the timing and degree of the projected changes in average income, occupancy, and expenses for the subject property. Cash Flow Assumptions The discounted cash flow analysis relies on the income and expense projections presented earlier in this section. Specific assumptions integral to the analysis are summarized as follows: SUMMARY OF DISCOUNTED CASH FLOW ASSUMPTIONS General Assumptions Start Date Jun-07 Terms of Analysis 10 Years Basis Fiscal Software Excel Growth Rate Assumptions Income Growth 3.00% Expense Growth 3.00% Inflation (CPI) 3.00% Real Estate Tax Growth 3.00% Revenue Assumptions Wet Slip Rates/Foot/Month (Year 1) $27.00 Contract Retail/Office Rental Rates/SF/Year (Year 1) With Escalations $25.30 Retail/Office Market Rent (Bldgs. A thru E) $32.00 Retail/Office Market Rent (Bldg F) $21.00 Occupancy Assumptions Average Year 1 Occupancy - Marina 80.00% Stabilized Occupancy 80.00% Average Year 1 Occupancy - Retail/Office 100.00% Stabilized Occupancy 96.50% Estimated Stabilization Jun-07 Financial Assumptions Discount Rate 11.50% Terminal Capitalization Rate 9.50% Other Assumptions Cost of Sale 3.00% Capital Expenses (Deferred Maintenance) ($23,000) Compiled by CBRE 71 rei, 2007 CB Richard Ellis, Inc. EFTA00787846 AMERICAN YACHT HARBOR & MARINA INCOME CAPITALIZATION APPROACH GENERAL ASSUMPTIONS The DCF analysis utilizes a 10-year projection period with fiscal year inflation and discounting. This is consistent with current investor assumptions. The analysis is done with Excel software. GROWTH RATE ASSUMPTIONS The inflation and growth rotes for the DCF analysis have been estimated by analyzing the expectations typically used by buyers and sellers in the local marketplace. Published investor surveys, on analysis of the Consumer Price Index (CPI), as well as CBRE's survey of brokers and investors active in the local market form the foundation for the selection of the appropriate growth rotes. SUMMARY OF GROWTH RATES General Growth Rate Indicator Rent Expenses Inflation US Department of Labor Statistics 10-Year Average CPI 2.46% Strip Centers Class A - Average 2.79% 2.64% 2.93% Class B - Average 3.07% 2.50% 2.79% Class C - Average 3.25% 2.58% 2.92% Surveyed Market Participants 3.00% 3.00% 3.00% CBRE Estimate 3.00% 3.00% 3.00% Source: CBRE National Investor Survey & www.bls.gov Income and Expense Growth: The estimated growth rates indicated above ore based primarily on market participants. The surveyed market participants indicated the potential for income growth is favorable due to on expected increase in the number of registered boots, coupled with the decreasing supply of slips. The market participants indicated future growth in expenses should be in line with inflation, skewed slightly higher for location. OCCUPANCY ASSUMPTIONS The occupancy rote over the holding period is based on the subject's estimated stabilized occupancy rote and estimated lease-up period to achieve a stabilized occupancy position. 72 2007 CB Richard Ellis, Inc. EFTA00787847 AMERICAN YACHT HARBOR 8 MARINA INCOME CAPITALIZATION APPROACH FINANCIAL ASSUMPTIONS Discount Rate Analysis The results of the most recent Notional investor Survey, published by CBRE are summarized in the following table. DISCOUNT RATES Investment Type Rate Range Average Strip Centers Class A 10.00% - 11.50% 10.71% Class B 11.00% - 12.50% 11.79% Class C 11.25% 14.50% 13.04% CBRE Estimate 11.50% Source: CBRE National Investor Survey There were no published rotes for marinas; however, based on the similarity in overall rotes from the limited sales data, the subject is considered to be a similar operation as a strip center investment and a Class B/C property in this property type. Because of the subject's hos maintained a relatively stable income stream over the past two and a half years and occupancy is so high in the retail/office sector, a discount rote near the lower end of the range indicated by Class B/C investment type properties in the preceding table is considered appropriate. Terminal Capitalization Rate The reversionary value of the subject is based on an assumed sole at the end of the holding period based on capitalizing the Year 11 NOI at a terminal capitalization rote. Typically, for properties similar to the subject, terminal capitalization rotes are 50 to 100 basis points higher than going-in capitalization rotes (OAR's). This is a result of the uncertainty of future economic conditions and the natural aging of the property, but assuming adequate reserves have been utilized to keep the property in good operating condition. TERMINAL CAPITALIZATION RATES Investor Survey Rate Range Average Strip Centers Class A 9.00% - 10.00% 9.28% Class B 9.50% _ 10.75% 10.16% Class C 10.00% _ 12.50% 11.11% CBRE Estimate 9.50% Source: CBRE National Investor Survey 73 S 2007 CB Richard Ellis, Inc. EFTA00787848 AMERICAN YACHT HARBOR & MARINA INCOME CAPITALIZATION APPROACH DISCOUNTED CASH FLOW CONCLUSION The DCF schedule and value conclusions are depicted on the following page. 74 O 2007 CB Richard Ellis, Inc. EFTA00787849 CBRE CO RICHARD ELLIS AMERICAN YACHT MOUNIOR IL MARINA DISCOUNTED CASH FLOW ANALYSIS (LEASEHOLD ESTATE) BEGINNING TUNE 2007 YEAR 1 2 3 4 5 4 7 11 9 10 Rireerelen brows Yorol %Ur Toro) %Roy 1031 Dockogo 11438300 21A% 11,471355 21.6% 51,515,496 11,560161 11107,789 11,656/23 11,705.704 $1,756,875 11109381 11,863,868 51,919,785 Fuel Sales 52,100.000 42,3% 12414.000 41.3% 12.970320 51059.636 $3.151.425 13.245.967 33343.346 13.44147 13346.956 13253.365 13.762166 2007 CB Richard Ellis, Inc. UMay Sok. - Docks 1500,000 7.5% 5511010 7.5% 5530,450 1546.364 1562,754 5579437 1597126 1614,937 5631385 5651387 1671,958 UNSiez • RefaiVORke $151,000 2.4% 0162.740 2.4% $167422 $172651 $172251 $177.110 $177,530 $1113.165 0111165 11/3.660 $181660 Morchodu 595/03 14% 593850 1.4% 1190,786 1103,809 1106,923 5110,131 1113,435 1116,838 5120343 1121953 1127472 R44°49044. Retool Immo 11,197.902 18.1% 11,231839 18.1% 51,270,854 $1,308,950 $1348349 11.388497 51,430.358 51.473,268 11,517,466 11462.990 11,609860 Savage Rental Inownt $105.000 1.6% $101150 1.6% $111,395 $114736 $11117$ 3171,714 3125.375 $129,137 $133.011 1133001 $141,111 forking Income ISOCCO 02% 551,500 0.1% 153,045 554.636 156,275 117,964 159,703 161,494 163339 10,239 167,196 CM4 tomboys...ant 1242.000 31% 5249.260 3.7% $256,731 1264440 $271373 1210344 $218,961 $293629 0301551 1315.755 $325,221 Oder Income 550/03 02% 551.500 0.6% 153,045 554.636 156,275 157,964 159703 161,494 163339 165,239 1673 96 Total Retionvos $6,626.402 100.0% $6,625.194 100.0% 17.029.950 17240.541 57.452,894 17.671461 17,901.441 18.136.484 11.377.143 $8.628.458 08.881.652 DiRPOrtmealtd Expecom 000490 1340/03 23.8% 5351200 23.6% 5360,706 1371327 1382,673 5394,153 1405,978 1418,157 5430102 $40,623 1456,932 Fuel 51.975.000 701% 12.034.250 70.5% $2,095,271 3215/1/6 52.221810 12.299366 12,351.2$3 12.429.001 12,501.471 $2376.927 02.654135 Vidoet - Docks 1200,000 40.0% 5206.010 40.0% 5212,180 1211545 5225,102 5231455 1238110 12/5,971 5251354 1260.955 1268,783 Ostia. • Itefaili011ke 073.000 461% 171190 4.2% $67,049 569.060 149.060 $71,132 171.132 173166 573.266 175.444 $71464 icorthonclite 552500 55.3% 554.075 55.3% 115,697 557.368 159,089 160462 161688 564,568 164305 168301 170,556 ReioitOffce 1261.000 22.4% 221040 22.4% 284,321 192.$51 301.636 310215 320.006 329.606 339.494 349.679 360,170 coaelbcout000111.3 $17.000 34.0% 13510 34.0% 18,035 11.576 19.134 19,706 20,299 20.908 21,135 22.111 22347 Greened Far um% - 9 Dock 1122.103 12% 126,984 1.1% 132,063 137,346 137,346 142440 10140 148.553 141553 154.495 154495 Total Departmental ).genes $3,047.600 46.0% 13.140249 4.0% 13.225.319 13.323.410 13.416.920 13.520301 11620.036 13.730.035 33.835281 13.951.825 14.061481 Gress Operating Interne 33,171802 54,0% 13.684,945 54.0% S1804,620 $3,917438 14,035.974 14,115480 14,281.435 14408,449 14341462 14476,633 14,818,171 Until/to:ma Eroonsin Yr I Basle pad.. 1550 PAS 175.400 1.1% $73662 1.1% 379.092 112.392 $94,163 $974,09 190132 192332 $95314 01.380 $101,331 Repo.. 6 moumenunoe 0.9% Ur 59.638 0.9% 161427 0.9% 163,270 65,168 67,123 69,136 71.210 73,347 71547 77,814 50,148 /autos 0.9% Ur 59.631 01% $61427 0.9% $63270 65.161 67.076 69191 71.113 73,246 75.394 77454 79,935 moueoemem fee 4.0% ea. 265,056 4.0% 5273038 4.0% 1281,198 289434 298,116 307/59 316.058 325,539 333.066 341,138 355,266 Monate/or E. Untie, 3.0% Rev 191.792 3.0% 0204.756 3.0% 5210391 217.225 221317 230/94 237.043 244.155 251314 251.154 261450 Giess Rece cos to, 1.11% Ray 119,275 12% 5122453 1.8% 1126/39 130,335 134,152 138,177 142.226 146,493 150,789 151312 159,870 Perot 4.9%U. 319.067 4.1% 0327409 4.1% 5337,431 347.561 357,739 344,471 379.269 390.647 402303 414166 426,319 Ural tea. 0.9% Ur 61.575 0.9% 561422 0.9% $41125 67.245 69.255 71,333 73.423 75.626 77144 00.179 $1,532 Total Unallocated Expenses 11,157,441 17.5% 51,192,164 17.5% 51,227,929 11,264.767 11,301,911 11,340,968 11380374 11.421,785 11,463,591 11,507,499 11351,810 Interne Selene Med 'mentos 12.421.361 36.5% 12:492,781 36.5% 12.576.691 12252.671 52,734.063 12.814,712 12101.061 12.986.664 03.078271 13,169.134 53.261320 Fled Expenses Reel toots Toes 0.0%4. SO 0.0% SO 0.0% SO 10 SO SO SO SO SO SO 10 Propois Insurance 7.0% Bee 3465.000 7.0% 1471950 7.0% 1191319 0500.111 $523,362 6539.062 1555.234 $571,191 1589,0411 $606.720 $624,921 Statism' Restrom 0.9%4. $60,571 0.9% 162,386 0.9% 164,260 566388 168,173 170,218 172.325 174,495 176,730 579/31 $81,402 Teal Fixed Senses 0521171 7.9% 0541331 7.9% 5557,376 1574.306 1591.535 5609281 1427,559 $646.386 1665,778 1685.751 1706423 Teal lap..... 14,730612 714% 14173,751 71.4% 51010137 15,162,43 55710366 55,471,010 55427,939 15,798,206 55,964450 56,145275 16721455 Contracted Stroms 10 SO SO 10 SO SO SO SO SO SO SO Nei Oporating Income 11.595.790 28,6% 11.951443 28.6% 12.019.113 12178.166 12.142.529 12.205,431 12273.501 12.340.278 12.412,494 12,483.383 12.519.997 Aranocatena Rooms nrooloble Aniage Daly tam 12300 52781 12844 12910 130.39 131.30 $32.24 133.21 13420 135.23 136.29 000Jperil 80.110% 110.110% BOOM 80410% 80.00% m00% 80.00% 80.00% 110.03% 80.00% 8000% lomat Growth 3.00% 3.00% 300% 3.00% 3.00% 3.00% 3.00% 300% 300%% 3.00% 300% Etpuns• Crotch 3.110% 3.00% 100% 3.110% 3.00% 3.03% 3.00% 3.00% 3.03% 3.00% 100% TitIal Remus MI Express 4 I40.1 Sale /Yield Maple 110,030)103 $9,000,000 i ttmss gpsee 13,000/03 1.50% 9.73% 17,000/03 its LUZ 21.623,507 21.30%239 21149,446 16,000.000 13-10% 21.253,649 21,043,980 20)120,310 15,000. LUZ 20,951,433 20,718,832 20498.160 14,000.000 11,000/03 12,000.000 Retendled Value ImStollort: 121,005,980 11,000. Cost to Complete Storage; (523,0001 -As Id Value Indication (Rounded): 521,000,000 $0 1 2 3 4 5 You • 6 8 9 10 EFTA00787850 AMERICAN YACHT HARBOR & MARINA INCOME CAPITALIZATION APPROACH CONCLUSION OF INCOME CAPITALIZATION APPROACH The conclusions via the valuation methods employed for this approach are as follows: INCOME CAPITALIZATION APPROACH VALUES - AS STABILIZED Direct Capitalization Method $21,000,000 Discounted Cash Flow Analysis $21,000,000 Reconciled Value $21,000,000 Compiled by CBRE Primary emphasis has been placed on the Direct Capitalization method. This method is considered best to reflect the actions of buyers and sellers currently octive in this market, especially when considering the subject at stabilized operating levels. 76 S 2007 CB Richard Ellis, Mc. EFTA00787851 AMERICAN YACHT HARBOR & MARINA RECONCILIATION OF VALUE RECONCILIATION OF VALUE The value indications from the approaches to value are summarized as follows: SUMMARY OF VALUE CONCLUSIONS Appraisal Premise As Is Sales Comparison Approach $21,200,000 Income Capitalization Approach $21,000,000 Reconciled Value $21,000,000 Compiled by CBRE The Cost Approach typically reflects a reliable value indication when there is evidence for the replacement cost estimate and when there is minimal depreciation contributing to a loss in value which must be estimated. The subject improvements represent the highest and best use of the site, and there is a significant amount of depreciation noted. Considering the amount of depreciation present in the property, and the interest being appraised the reliability of the Cost Approach is suspect. Therefore, the Cost Approach is not considered applicable to the subject. In the Sales Comparison Approach, the subject property is compared to similar properties that have been sold recently or for which listing prices or offers are known. The soles used in this analysis are considered relatively comparable to the subject, and the required adjustments were based on reasonable and well-supported rationale. In addition, market participants are currently analyzing purchase prices on investment properties os they relate to available substitutes in the market. Therefore, the Sales Comparison Approach is considered to provide a reliable value indication, but hos been given secondary emphasis in the final value reconciliation. The Income Capitalization Approach is applicable to the subject property since it is an income producing property leased in the open market. Market participants are currently analyzing properties based on their income generating capability. Therefore, the Income Capitalization Approach is considered to be a reasonable and substantiated value indicator and has been equal weight in the final value estimate. Based on the foregoing, the market value of the subject has been concluded as follows: MARKET VALUE CONCLUSION Appraisal Premise Interest Appraised Date of Value Exposure Time Value Conclusion As k Leased Fee/Leasehold Interest June 19, 2007 9 Months 521,000,000 Compiled by CBRE 77 <0 2007 CB Richard Ellis, Inc. EFTA00787852 AMERICAN YACHT HARBOR & MARINA ASSUMPTIONS AND LIMITING CONDITIONS ASSUMPTIONS AND LIMITING CONDITIONS 1. Unless otherwise specifically noted in the body of the report, it is assumed that title to the property or properties appraised is clear and marketable and that there ore no recorded or unrecorded matters or exceptions to total that would adversely affect marketability or value. CBRE is not aware of any title defects nor has it been advised of any unless such is specifically noted in the report. CBRE, however, hos not examined title and makes no representations relative to the condition thereof. Documents dealing with liens, encumbrances, easements, deed restrictions, clouds and other conditions that may affect the quality of tide have not been reviewed. Insurance against financial loss resulting in claims that may arise out of defects in the subject property's title should be sought from a qualified title company that issues or insures title to real property. CBRE assumes no private deed restrictions, limiting the use of the subject property in any way. 2. No survey of the boundaries of the property was undertaken. All areas and dimensions furnished are presumed to be correct. It is further assumed that no encroachments to the realty exist. 3. It is assumed that there is full compliance with all applicable federal, state, and local environmental regulations and laws unless noncompliance is stated, defined and considered in the appraisal report. 4. Also, unless otherwise noted in the body of this report, it is assumed that no changes in the present zoning ordinances or regulations governing use, density, or shape are being considered. The property is appraised assuming that all required licenses, certificates of occupancy, consents, or other legislative or administrative authority from any local, state, nor national government or private entity or organization have been or can be obtained or renewed for any use on which the value estimates contained in this report is bused, unless otherwise stated. 5. CBRE is not aware of any contemplated public initiatives, governmental development controls, or rent controls that would significantly affect the value of the subject. 6. Unless otherwise stated in this report, the existence of hazardous material, which may or may not be present on the property was not observed by the appraisers. CBRE hos no knowledge of the existence of such materials on or in the property. CBRE, however, is not qualified to detect such substances. The presence of substances such as asbestos, urea formaldehyde foam insulation, contaminated groundwater or other potentially hazardous materials may affect the value of the property. The value estimate is predicated on the assumption that there is no such material on or in the property that would cause a loss in value. No responsibility is assumed for any such conditions, or for any expertise or engineering knowledge required to discover them. The client is urged to retain on expert in this field, if desired. 7. We have inspected, as thoroughly as possible by observation, the land; however, it was impossible to personally inspect conditions beneath the soil. Therefore, no representation is made as to these matters unless specifically considered in the appraisal. 8. Unless otherwise noted in the body of the report, it is assumed that there are no mineral deposit or subsurface rights of value involved in this appraisal, whether they be gas, liquid, or solid. Nor ore the rights associated with extraction or exploration of such elements considered unless otherwise stated in this appraisal report. Unless otherwise stated it is also assumed that there are no air or development rights of value that may be transferred. 9. Unless otherwise specifically noted in the body of this report, it is assumed: that the existing improvements on the property or properties being appraised are structurally sound, seismically safe and code conforming; that all building systems (mechanical/electrical, FIVAC, elevator, plumbing, etc.) ore in good working order with no major deferred maintenance or repair required; that the roof and exterior ore in good condition and free from intrusion by the elements; that the property or properties have been engineered in such a manner that the improvements, as currently constituted, conform to all applicable local, state, and federal building codes and ordinances. CBRE professionals are not engineers and ore not competent to judge matters of an engineering nature. CBRE has not retained independent structural, mechanical, electrical, or civil engineers in connection with this appraisal and, therefore, makes no representations relative to the condition of improvements. Unless otherwise specifically noted in the body of the report: no problems were brought to the attention of CBRE by ownership or management; CBRE inspected less than 100% of the entire interior and exterior portions of the improvements; and CBRE was not furnished any engineering studies by the owners or by the party requesting this appraisal. If questions in these areas are critical to the decision process of the reader, the advice of competent engineering consultants should be obtained and relied upon. It is specifically assumed that any knowledgeable and prudent purchaser would, as a precondition to closing a sale, obtain a satisfactory engineering report relative to the structural integrity of the property and the integrity of building systems. Structural problems and/or building system problems may not be visually detectable. If engineering consultants retained should report negative factors of a material nature, or if such are later discovered, relative to the condition of improvements, such information could have a substantial negative impact on the conclusions reported in this appraisal. Accordingly, if negative findings are reported by engineering consultants, CBRE reserves the right to amend the appraisal conclusions reported herein. 78 <0 2007 CB Richard Ellis, Inc. EFTA00787853 AMERICAN YACHT HARBOR & MARINA ASSUMPTIONS AND LIMITING CONDITIONS 10. It is assumed that all factual data furnished by the client, property owner, owner's representative, or persons designated by the client or owner to supply said data ore accurate and correct unless otherwise specifically noted in the appraisal report. Unless otherwise specifically noted in the appraisal report, CBRE has no reason to believe that any of the data furnished contain any material error. Information and dote referred to in this paragraph include, without being limited to, numerical street addresses, lot and block numbers, Assessor's Parcel Numbers, land dimensions, square footage area of the land, dimensions of the improvements, gross building areas, net rentable areas, usable areas, unit count, room count, rent schedules, income data, historical operating expenses, budgets, and related data. Any material error in any of the above data could have a substantial impact on the conclusions reported. Thus, CBRE reserves the right to amend conclusions reported if made aware of any such error. Accordingly, the client-addressee should carefully review all assumptions, data, relevant calculations, and conclusions within 30 days after the dote of delivery of this report and should immediately notify CBRE of any questions or errors. 11. The dote of value to which any of the conclusions and opinions expressed in this report apply, is set forth in the Letter of Transmittal. Further, that the dollar amount of any value opinion herein rendered is based upon the purchasing power of the American Dollar on that dote. This appraisal is based on market conditions existing as of the dote of this appraisal. Under the terms of the engagement, we will have no obligation to revise this report to reflect events or conditions which occur subsequent to the dote of the appraisal. However, CBRE will be available to discuss the necessity for revision resulting from changes in economic or market factors affecting the subject. 12. The estimate of Market Value, which may be defined within the body of this report, is subject to change with market fluctuations over time. Market value is highly related to exposure, time promotion effort, terms, motivation, and conclusions surrounding the offering. The value estimate(s) consider the productivity and relative attractiveness of the property, both physically and economically, on the open market. 13. Any cosh flows included in the analysis are forecasts of estimated future operating characteristics are predicated on the information and assumptions contained within the report. My projections of income, expenses and economic conditions utilized in this report are not predictions of the future. Rather, they ore estimates of current market expectations of future income and expenses. The achievement of the financial projections will be affected by fluctuating economic conditions and is dependent upon other future occurrences that cannot be assured. Actual results may vary from the projections considered herein. CBRE does not warrant these forecasts will occur. Projections may be affected by circumstances beyond the current realm of knowledge or control of CBRE 14. Unless specifically set forth in the body of the report, nothing contained herein shall be construed to represent any direct or indirect recommendation of CBRE to buy, sell, or hold the properties at the value stated. Such decisions involve substantial investment strategy questions and must be specifically addressed in consultation form. 15. Any value estimate provided in the report applies to the entire properly, and any pro ration or division of the title info fractional interests will invalidate the value estimate, unless such pro ration or division of interests hos been set forth in the report. 16. The distribution of the total valuation in this report between land and improvements applies only under the existing program of utilization. Component values for land and/or buildings ore not intended to be used in conjunction with any other property or appraisal and ore invalid if so used. 17. The mops, plots, sketches, graphs, photographs and exhibits included in this report are for illustration purposes only and ore to be utilized only to assist in visualizing matters discussed within this report. Except os specifically stated, data relative to size or area of the subject and comparable properties has been obtained from sources deemed accurate and reliable. None of the exhibits are to be removed, reproduced, or used apart from this report. 18. No opinion is intended to be expressed on matters which may require legal expertise or specialized investigation or knowledge beyond that customarily employed by real estate appraisers. Values and opinions expressed presume that environmental and other governmental restrictions/conditions by applicable agencies have been met, including but not limited to seismic hazards, flight patterns, decibel levels/noise envelopes, fire hazards, hillside ordinances, density, allowable uses, building codes, permits, licenses, etc. No survey, engineering study or architectural analysis hos been made known to CBRE unless otherwise stated within the body of this report. If the Consultant has not been supplied with a termite inspection, survey or occupancy permit, no responsibility or representation is assumed or made for any costs associated with obtaining same or for any deficiencies discovered before or after they are obtained. No representation or warranty is made concerning obtaining these items. CBRE assumes no responsibility for any costs or consequences arising due to the need, or the lock of need, for flood hazard 79 <0 2007 CB Richard Ellis, Inc. EFTA00787854 AMERICAN YACHT HARBOR & MARINA ASSUMPTIONS AND LIMITING CONDITIONS insurance. An agent for the Federal Flood Insurance Program should be contacted to determine the actual need for Flood Hazard Insurance. 19. CBRE assumes that the subject property analyzed herein will be under prudent and competent management and ownership; neither inefficient or super-efficient. 20. All furnishings, equipment and business operations, except as specifically stated and typically considered as port of real properly, have been disregarded with only real properly being considered in the report unless otherwise stated. Any existing or proposed improvements, on or off-site, as well as any alterations or repairs considered, are assumed to be completed in a workmanlike manner according to standard practices based upon the information submitted to CBRE This report may be subject to amendment upon re-inspection of the subject property subsequent to repairs, modifications, alterations and completed new construction. Any estimate of Market Value is as of the dote indicated; based upon the information, conditions and projected levels of operation. 21. Acceptance and/or use of this report constitutes full acceptance of the Contingent and Limiting Conditions and special assumptions set forth in this report. It is the responsibility of the Client, or client's designees, to read in full, comprehend and thus become aware of the aforementioned contingencies and limiting conditions. Neither the Appraiser nor CBRE assumes responsibility for any situation arising out of the Client's failure to become familiar with and understand the same. The Client is advised to retain experts in areas that fall outside the scope of the real estate appraisal/consulting profession if so desired. 22. The Americans with Disabilities Act (ADA) became effective January 26, 1992. Notwithstanding any discussion of possible readily achievable barrier removal construction items in this report, CBRE hos not made a specific compliance survey and analysis of this property to determine whether it is in conformance with the various detailed requirements of the ADA. It is possible that a compliance survey of the property together with a detailed analysis of the requirements of the ADA could reveal that the properly is not in compliance with one or more of the requirements of the ADA. If so, this fact could have a negative effect on the value estimated herein. Since CBRE has no specific information relating to this issue, nor is CBRE qualified to make such on assessment, the effect of any possible non-compliance with the requirements of the ADA was not considered in estimating the value of the subject property. 23. Client shell not indemnify Appraiser or hold Appraiser harmless unless and only to the extent that the Client misrepresents, distorts, or provides incomplete or inaccurate appraisal results to others, which acts of the Client proximately result in damage to Appraiser. The Client shall indemnify and hold Appraiser harmless from any claims, expenses, judgments or other items or costs arising as o result of the Client's failure or the failure of any of the Client's agents to provide a complete copy of the appraisal report to any third party. In the event of any litigation between the parties, the prevailing party to such litigation shall be entitled to recover from the other reasonable attorney fees and costs. 24. The report is for the sole use of the client; however, client may provide complete, final copies of the appraisal report in its entirety (but not component ports) to third parties who shall review such reports in connection with loan underwriting or securitization efforts. Appraiser is not required to explain or testify as to appraisal results other than to respond to the client for routine and customary questions. Please note that our consent to allow on appraisal report prepared by CBRE or portions of such report, to become port of or be referenced in any public offering, the granting of such consent will be at our sole discretion and, if given, will be on condition that we will be provided with on Indemnification Agreement and/or Non-Reliance letter, in o form and content satisfactory to us, by a party satisfactory to us. We do consent to your submission of the reports to rating agencies, loon participants or your auditors in its entirety (but not component ports) without the need to provide us with an Indemnification Agreement and/or Non-Reliance letter. 25. As port of the client's requested scope of work, an estimate of insurable value is provided herein. CBRE has followed traditional appraisal standards to develop a reasonable colculotion based upon industry practices and industry accepted publications such as the Marshal Valuation Service handbook. The methodology employed is a derivation of the cost approach which is primarily used as on academic exercise to help support the market value estimate and therefore is not reliable for Insurable Value estimates. Actual construction costs and related estimates con vary greatly from this estimate. This analysis should not be relied upon to determine proper insurance coverage which con only be properly estimated by consultants considered experts in cost estimation and insurance underwriting. It is provided to aid the client/reader/user as part of their overall decision making process and no representations or warranties ore made by CBRE regarding the accuracy of this estimate and it is strongly recommend that other sources be utilized to develop any estimate of insurable value. 80 2007 CB Richard Ellis, Inc. EFTA00787855 AMERICAN YACHT HARBOR & MARINA ADDENDA O 2007 CB Richard Ellis, Inc. EFTA00787856 AMERICAN YACHT HARBOR & MARINA ADDENDUM A GLOSSARY OF TERMS O 2007 CB Richard Ellis, Inc. EFTA00787857 AMERICAN YACHT HARBOR & MARINA Going concern value includes an intangible assessed value Assessed value applies in ad valorem enhancement of the value of an operating business taxation and refers to the value of a property according enterprise which is produced by the assemblage of the to the tax rolls. Assessed value may not conform to land, building, labor, equipment and marketing market value, but it is usually calculated in relation to a operation. This process creates an economically viable market value base.' business that is expected to continue. Going concern value refers to the total value of a property, induding cash equivalency The procedure in which the sale both real property and intangible personal property prices of comparable properties sold with atypical attributed to the business value. financing are adjusted to reflect typical market terms. gross building area (GBA) The sum of all areas at contract, coupon, face or nominal rent The each floor os measured to the exterior walls. nominal rent payment specified in the lease contract. It does not reflect any offsets for free rent, unusual tenant insurable value Insurable Value is based on the improvement conditions or other factors that may replacement and/or reproduction cost of physical items modify the effective rent payment. that are subject to loss from hazards. Insurable value is that portion of the value of on asset or asset group that coupon rent is acknowledged or recognized under the provisions of See Contract, Coupon, Face or Nominal Rent an applicable loss insurance policy. This value is often controlled by state low and varies from stole to state. effective rent 1) The rental rate, net of financial concessions such as periods of no rent, during a lease investment value Investment value is the value of an term; may be calculated on a discounted basis, investment to a particular investor based on his or her reflecting the time value of money, or on o simple, investment requirements. In contrast to market value, straight-line basis. t 2) The economic rent paid by the investment value is value to on individual, not value in lessee when normalized to account for financial the marketplace. Investment value reflects the concessions, such as escalation clauses, and other subjective relationship between a particular investor factors. Contract, or normal, rents must be converted and a given investment. When measured in dollars, to effective rents to form a consistent basis of investment value is the price on investor would pay for comparison between comparables. an investment in light of its perceived capacity to satisfy his or her desires, needs or investment goals. To face rent estimate investment value, specific investment criteria See Contract, Coupon, Face or Nominal Rent must be known. Criteria to evaluate a real estate investment are not necessarily set down by the fee simple estate Absolute ownership unencumbered individual investor; they may be established by on by any other interest or estate, subject only to the expert on real estate and ifs value, that is, an appraiser. limitations imposed by the governmental powers of taxation, eminent domain, police power and escheati leased fee floor area ratio (FAR) The relationship between the See leased fee estate above-ground floor oreo of a building, as described by the building code, and the area of the plot on which it leased fee estate An ownership interest held by a stands; in planning and zoning, often expressed as o landlord with the right of use and occupancy conveyed decimal, e.g., a ratio of 2.0 indicates that the by lease to others. The rights of the lessor (the leased permissible floor area of a building is twice the total fee owner) and the leased fee are specified by contract land area; also called building-to-land ratio. terms contained within the lease! full service lease A lease in which rent covers all leasehold operating expenses. Typically, full service leases are See leasehold estate combined with on expense stop, the expense level covered by the contract lease payment. Increases in leasehold estate The interest held by the lessee (the expenses above the expense Mop level are passed tenant or renter) through a lease conveying the rights of through to the tenant and are known as expense pass- use and occupancy for a stated term under certain throughs. conditions.; going concern value Going concern value is the load factor The amount added to usable area to value of a proven property operation. It includes the calculate the rentable area. It is also referred to as o incremental value associated with the business concern, "rentable add-on factor" which, according to BOMA, which is distinct from the value of the real estate only. O 2007 CB Richard Ellis, inc. EFTA00787858 AMERICAN YACHT HARBOR & MARINA "is computed by dividing the difference between the miscellaneous expenses. However, management fees usable square footage and rentable square footage by and exterior maintenance ore often the responsibility of the amount of the usable area." Convert the figure the lessor in a triple net lease. A Modified Net Lease is into a percentage by multiplying by 100. one in which some expenses are paid separately by the tenant and some are included in the rent. market value "as if complete" on the appraisal date Market value as if complete on the appraisal net rentable area (NRA) 1) The area on which rent dote is an estimate of the market value of a property is computed. 2) The Rentable Area of a floor shall be with all construction, conversion or rehabilitation computed by measuring to the inside finished surface of hypothetically completed, or under other specified the dominant portion of the permanent outer building hypothetical conditions as of the dote of the appraisal. walls, excluding any major vertical penetrations of the With regard to properties wherein anticipated market floor. No deductions shall be made for columns and conditions indicate that stabilized occupancy is not projections necessary to the building. Include space likely as of the date of completion, this estimate of such as mechanical room, janitorial room, restrooms value should reflect the market value of the property as and lobby of the floor.' if complete and prepared for occupancy by tenants. nominal rent market value "as is" on the appraisal date See Contract, Coupon, Face or Nominal Rent Market value "as is" on the appraisal dale is an estimate of the market value of a property in the prospective future value "upon completion of condition observed upon inspection and as it physically construction" Prospective future value "upon and legally exists without hypothetical conditions, completion of construction" is the prospective value of assumptions or qualifications as of the date of a property on the future date that construction is appraisal. completed, based upon market conditions forecast to exist as of that completion date. The value estimate at market value Market value is one of the central this stage is stated in current dollars, unless otherwise concepts of the appraisal practice. Market value is indicated. differentiated from other types of value in that it is created by the collective patterns of the market. Market prospective future value "upon reaching value means the most probable price which a property stabilized occupancy" Prospective future value should bring in a competitive and open market under "upon reaching stabilized occupancy" is the all conditions requisite to a fair sale, the buyer and prospective value of a property at a future point in time seller each acting prudently and knowledgeably, and when all improvements have been physically assuming the price is not affected by undue stimulus. constructed and the property hos been leased to its Implicit in this definition is the consummation of a sole optimum level of long-term occupancy. The value as of a specified date and the passing of title from estimate at this stage is stated in current dollars, unless seller to buyer under conditions whereby: 1) o otherwise indicated. reasonable time is allowed for exposure in the open market; 2) both parties ore well informed or well reasonable exposure time The estimated length of advised, and acting in what they consider their own time the property interest being appraised would have best interests; 3) buyer and seller are typically been offered on the market prior to the hypothetical motivated; 4) payment is mode in terms of cash in U.S. consummation of a sale at market value on the dollars or in terms of financial arrangements effective dote of the appraisal; a retrospective estimate comparable thereto; and 5) the price represents the based upon an analysis of past events, assuming a normal consideration for the property sold unaffected competitive and open market." by special or creative financing or sales concessions granted by anyone associated with the sale" rent See marketing period The time it takes on interest in real full service lease property to sell on the market subsequent to the date of net lease an approisal. 1 contract, coupon, face or nominal rent effective rent net lease A lease in which all or some of the operating expenses are paid directly by the tenant. The landlord shell space Space which has not hod gm interior never takes possession of the expense payment. In a finishing installed, including even basic improvements Triple Net Lease all operating expenses are the such os ceilings and interior walls, partitions, floor responsibility of the tenant, including property taxes, coverings, wall coverings, etc. insurance, interior maintenance and other <0 2007 CB Richard Ellis, Inc. EFTA00787859 AMERICAN YACHT HARBOR & MARINA usable area 1) The area actually used by individual use value Use value is o concept based on the tenants. 2) The Usable Area of an office building is productivity of an economic good. Use value is the computed by measuring to the finished surface of the value a specific properly has for o specific use. Use office side of corridor and other permanent walls, to value focuses on the value the real estate contributes to the center of partitions that separate the office from the enterprise of which it is a port, without regard to the adjoining usable areas, and to the inside finished properly's highest and best use or the monetary surface of the dominant portion of the permanent outer amount that might be realized upon its sale. building walls. Excludes areas such as mechanical rooms, janitorial room, restrooins, lobby and any major value appraised During the real estate development vertical penetrations of a multi-tenant floor.. process, a property typically progresses from o state of unimproved land to construction of improvements to stabilized occupancy. In general, the market value associated with the property increases during these stages of development. After reaching stabilized occupancy, ongoing forces affect the properly during its life, including a physical wear and tear, changing market conditions, etc. These factors continually influence the property's market value at any given point in lime. See also market value "as is" on the appraisal date market value "as if complete" on the appraisal dote prospective future value "upon completion of construction" prospective future value "upon reaching stabilized occupancy" The Appraisal of Real Estate. Twelfth Edition. Appraisal Institute, 2001. t The Dictionary of Real Estate Appraisal. Fourth Edition, 2002. 4 The Office of the Comptroller of the Currency, 12 CFR Pan 34, Subpart C, 434.42(0, August 24, 1990. This definition is compatible with the definition of market value contained in The Dictionary of Real Estate Appraisal, Third Edition, and the Uniform Standards of Professional Appraisal Practice adopted by the Appraisal Standards Board of The Appraisal Foundation, 1992 edition. This definition is also compatible with the OTS, RTC, FDIC, NCUA, and the Board of Governors of the Federal Reserve System definition of market value. 2000 BOMA Experience Exchange Report, Income/Expense Analysis for Office Buildings (Building Owners and Managers Association, 2000) r t Statement on Appraisal Standard No. 6. Appraisal Standards Board of The Appraisal Foundation, September 19, 1992. <0 2007 CB Richard Ellis, Inc. EFTA00787860 AMERICAN YACHT HARBOR & MARINA ADDENDUM B ADDITIONAL PHOTOGRAPHS O 2007 CB Richard Ellis, Inc. EFTA00787861 AMERICAN YACHT HARBOR 8 MARINA VIEW OF THE UPLAND RETAIL/OFICE AS SEEN FROM THE SLIP AREA VIEW OF TENANT SPACE IN BUILDING D C 2007 CB Richard Ellis, Inc. EFTA00787862 AMERICAN YACHT HARBOR & MARINA VIEW OF TENANT SPACE IN BUILDING E VIEW OF TENANT SPACE IN BUIILDING F @ 2007 CB Richard Ellis, Mc. EFTA00787863 AMERICAN YACHT HARBOR & MARINA VIEW OF BUILDING A VIEW OF THE SLIPS AS SEEN FROM C DOCK LOOKING EAST O 2007 CB Richard Ellis, Inc. EFTA00787864 AMERICAN YACHT HARBOR & MARINA VIEW OF THE RED HOOK ROAD STREET FRONTAGE, LOOKING WEST VIEW OF THE PARKING UNDER BUILDINGS B & C r0 2007 CB Richard Ellis, Inc. EFTA00787865 AMERICAN YACHT HARBOR & MARINA ADDENDUM C IMPROVED MARINA AND RETAIL/OFFICE SALES O 2007 CB Richard Ellis, Inc. EFTA00787866 SPECIAL PURPOSE SALE No. 1 Soverel Harbour Marina Location Data Location: 2385 PGA Blvd Palm Beach Garden,Fl 33410 County: Palm Beach Assessor's Parcel No: 52-43-42-05-00-100-0020 Atlas Ref: WA Physical Data Type: Marina Land Area: 1.4400 Acres Gross Building Area: WA Unit of Measure: Slip No. of Slips: 77 Financial Data Year Built: 1987 Source: WA No. of Stories: WA Occupancy at Sale: WA Parking: 72 surface Existing or ProForma Inc: WA Condition: Average Total Per SF Exterior Walls: WA Potential Gross Income: WA WA Vacancy and Credit Loss: WA WA Effective Gross Income: WA WA Expenses and Reserves: WA WA Net Operating Income: WA WA Sale Data Transaction Type: Sale Date: 1/2005 Analysis Marketing Time: 6 months Grantor: Sharon Lynn Dalton Buyers Underwriting Criteria.: Other Downtown PSL, LLC Overall Cap. Rate (OAR): WA Grantee: Document No.: 18083.0462 Projected IRR: WA % $10,149,367 Eff. Gross Multiplier (EGIM): WA Sale Price: Financing: Cash to Seller Oper. Expense Ratio (OER): WA % Cash Eq.Price: $10,149,367 Price Per Square Foot: WA Req.Capital Cost: $0 Price Per Slip: $131,810 Adj. Sale Price: $10,149,367 Verification: Stephen Vitale - Comments Soverel Harbour Marina is a protected marina located on the ICWW just north of the Blvd. bridge in North Palm Beach Florida. This is a full service marina that offers underwater maintenance, boat detailing, fuel dock, ship store and gated entrance. The submerged land is owned by the marina. The facility offers slips for rent at a rate of $16 to $32 per foot and slips for sale for $5,500 per foot. The company started selling the slips very recently and sold 2 slips as of June 19th 2006. This property sold in January 2005 for $10,149,367 or $131,810 per slip. CBRE 2007 CB Richard Ellis, inc. EFTA00787867 SPECIAL PURPOSE SALE No. 2 Mangrove Marina Location Data Location: 200 Florida Avenue Tavernire.FI 33070 County: Monroe Assessor's Parcel No: 00479170, 90340. 479180 Atlas Ref: WA Physical Data Type: Marina Land Area: 14.2000 Acres Gross Building Area: WA Unit of Measure: Slip No. of Slips: 210 Financial Data Year Built: 1980 Source: Appraiser No. of Stories: 3 Occupancy at Sale: 98% Parking: Asphalt, Open Existing or ProForma Inc: Pro Forma Condition: Average Total Per SF Exterior Walls: Potential Gross Income: $1,481,520 WA Vacancy and Credit Loss: $74,076 WA Effective Gross Income: $1,407,444 WA Expenses and Reserves: $518,532 WA Net Operating Income: $888,912 WA Sale Data Transaction Type: Sale Date: 7/2005 10 months Analysis Marketing Time: Grantor: BBS Real Estate Holdings, LLC Buyers Underwriting Criteria.: Other Keys Marinas II, LLC Overall Cap. Rate (OAR): 8.89 % Grantee: Document No.: 2138/323 Projected IRR: WA % Sale Price: $10,000,000 Eff. Gross Multiplier (EGIM): 7.11 Financing: Cash to Seller Oper. Expense Ratio (OER): 36.84% Cash Eq.Price: $10,000,000 Price Per Square Foot: N/A Req.Capital Cost: $0 Price Per Slip: $47,619 Adj. Sale Price: $10,000,000 Verification: Frank Rigo - Comments Mangrove Marina is located at Mile Marker 91.7 Bayside, north of the Overseas Highway. The marina features 130 wet slips and about 80 rack spaces. At the time of the sale, the marina had only 103 slips in working order, but repairs were being done to the damaged slips. Wet slips have water, electricity and cable to each slip and rack storage is a three levels, open rack system. Forklift capacity is 20,000 Ibs, and there is a travelift for larger boats. Channel depth is 4' to 6' to the ICW. Ocean access is via Tavernier Creek, with a bridge height of 15' at low tide. The owners are contesting the deed and consider that they should own the submerged land. They intend to sell the slips individually when the contestation is resolved. This property sold in July 2005 for $10,000,000 or $47,619 per slip. CBRE 2007 CB Richard Ellis, inc. EFTA00787868 SPECIAL PURPOSE SALE No. 3 Great American Marina Location Data Location: 6810 Gulfport Blvd South Passadena,Fl 33707 County: Pinellas Assessor's Parcel No: 30.31-16-00000-130-0900 Atlas Ref: WA Physical Data Type: Marina Land Area: 4.3000 Acres Gross Building Area: 28,675 SF Unit of Measure: Slip No. of Slips: 140 Financial Data Year Built: 1985 Source: WA No. of Stories: WA Occupancy at Sale: WA Parking: Surface Existing or ProForma Inc: WA Condition: Average Total Per SF Exterior Walls: Metal Potential Gross Income: WA WA Vacancy and Credit Loss: WA WA Effective Gross Income: WA WA Expenses and Reserves: WA WA Net Operating Income: WA WA Sale Data Transaction Type: Sale Date: 2/2006 Analysis Marketing Time: 12 months Grantor: Corlln Enterprises Inc Buyers Underwriting Criteria.: Other Gulfport Marina LLC Overall Cap. Rate (OAR): WA Grantee: Document No.: 14931-0409 Projected IRR: Sale Price: $10,700,000 Eff. Gross Multiplier (EGIM): WA Financing: Cash to Seller Oper. Expense Ratio (OER): Cash Eq.Price: $10,700,000 Price Per Square Foot: $373.15 Req.Capital Cost: $0 Price Per Slip: $76,429 Adj. Sale Price: $10,700,000 Verification: Dustan McCoy - Comments In February 2006, Brunswick acquired Great American Marina, a 95-slip marina near St. Petersburg. Florida, in partnership with MarineMax, Inc. (MarineMax), which will operate the service portion of the property. This property is a 95-slip marina and large a capacity boatyard and showroom located near St. Petersburg, Florida. The marina is now the South Pasadena Marina. County record indicated 140 slips and a sale price of $10,700,000. however, we verified with the seller that there actually were 96 slips and that the adjusted sale price was $9,500,000 or $98,958 per slip. cRFT © 2007 CB Richard Ellis, Mc. EFTA00787869 SPECIAL PURPOSE SALE No. 4 The Marina & Yacht Club Location Data Location: County: Brevard Assessor's Parcel No: N/A Atlas Ref: N/A Physical Data Type: Marina Land Area: 4.6000 Acres Gross Building Area: NA Unit of Measure: Slip No. of Slips: 110 Financial Data Year Built: NA 4.6ac Upland. 10ac Source: NIA No. of Stories: NA Occupancy at Sale: NIA Parking: Parking for 162 cars Existing or ProForma Inc: NIA Condition: Averag to good Total Per SF Exterior Walls: Potential Gross Income: NIA NIA Vacancy and Credit Loss: NIA NIA Effective Gross Income: NIA NIA Expenses and Reserves: NIA NIA Net Operating Income: NIA NIA Sale Data Transaction Type: Sale Date: 5/2006 6 months Analysis Marketing Time: Grantor: WA Buyers Underwriting Criteria.: Other WA Overall Cap. Rate (OAR): NtA Grantee: Document No.: WA Projected IRR: N/A Sale Price: $10.000.000 Eff. Gross Multiplier (EGIM): N/A Financing: Cash to Seller Oper. Expense Ratio (OER): N/A Cash Eq.Price: $10.000.000 Price Per Square Foot: NrA Req.Capital Cost: $0 Price Per Slip: $90,909 Adj. Sale Price: $10.000.000 Verification: Broker Comments The Marina & Yacht Club offers 110 deep water slips, private club, in ground swimming pool, hot tub/Jacuzzi, lighted tennis courts, indoor racquetball court, air conditioned clubhouse (5,000 sq. ft), lounge with large screen TV, full fitness center, laundry facility, rest rooms and showers. Both year round, season and transient dockage is available. Permits in place for 12 luxury waterfront units to the north and site for 42 units to the south. Additional slips or dry stacks may be constructed. The facility has parking for 162 cars. Pump out station & gasoline/diesel fuel dock are available. CBRE C 2007 CB Richord Ellis, Inc. EFTA00787870 Shopping Center Sales Summary Gross Site Size Adj. Sales Price t 2007 CB Richard Ellis, Mc. Sale Trans Type Year Leasable Income Based On Price No. Name / Location Date Built Area (SF) (Acres) Occ. at Sale NOI OAR EGIM OER PSF 1 Mongoose Junction II Sale 1988 22,000 N/A $6,900,000 N/A Existing $313.64 Across from Cruz Bay Commercial 2/2001 100% N/A N/A N/A St. John.Vl 2 Wharfside Village Sale 1987 29,073 1.00 $8,900,000 N/A Existing $306.13 4-A Cruz Bay Town 2/2001 100% N/A N/A N/A St. John.Vl 3 100 Blackbeards Hill Listing 1984 8,832 0.80 $2,200,000 $186,738 Pro Forma $249.09 100 Blackboards Hill 6/2007 100% 8.49% 9.91 15.91% St. Thomas.Vl 4 Commercial Bldg. in Havensight Listing 1973 3,308 0.08 $695,000 N/A N/A $210.10 Havonsight 6/2007 N/A N/A N/A N/A St. Thomas.Vl CBRE EFTA00787871 RETAIL SALE No.1 Mongoose Junction II Location Data Location: Across from Cruz Bay Commercial St. John.VI 00830 County: Assessor's Parcel No: N A Atlas Ref: NA Physical Data Type: Neighborhood/Community Land Area: WA Excess Land: NA Gross Leasable Area: Anchors: Morgan's Mango Financial Data Source: Broker Occupancy at Sale: 100% Existing or ProForma Inc: Existing Anchor Tenant GLA: WA Total Per SF Local Tenant GLA: 22,000 SF Potential Gross Income: WA NIA Total GLA: 22,000 SF Vacancy and Credit Loss: N/A N/A GLA Purchased: 22,000 SF Effective Gross Income: N/A N/A Year Built: 1988 Expenses and Reserves: N/A N/A Parking: Avg. to Good Net Operating Income: N/A N/A Condition: Very Good Exterior Walls: Stone & Cement Analysis Sale Data Direct Cap Buyers Underwriting Criteria.: Transaction Type: Sale WA Overall Cap. Rate (OAR): Date: 2/2001 Projected IRR: WA% Marketing Time: WA Eff. Gross Multiplier (EGIM): WA Grantor: WA Oper. Expense Ratio (OER): WA% Grantee: Topa Equities (VI) LTD Price Per Square Foot: $313.64 Document No.: WA Sale Price: $6,900,000 Financing: Cash to Seller Cash Eq.Price: $6,900,000 Req.Capital Cost: $0 Adj. Sale Price: $6,900,000 Verification: Karye Carney, appraiser who I met Comments This sale comparable sold in February 2001 for $6,900,000 or $313.64 per square foot. The property is located across the street from Cruz Bay Marina in St. Johns, USVI. It is located about 1/4 mile from the Cruz Bay Ferry Dock. It is a good location. The stores are more tourist oriented than the subject, which caters more to local residents. The center is located adjacent to Mongoose Junction, which is not discernable as a separate property to the shopper. The market rent for typical in-line space is indicated to range from $30.00/SF to $45.00/SF on a triple-net basis, with the tenant responsible for base rent and individual utilities, as well as the prorata share of common area maintenance (CAM). The shopping center is reportedly 100% occupied and there is a waiting list for space. CBRE C 2007 CB Richard Ellis, inc. EFTA00787872 RETAIL SALE No. 2 Wharfside Village Location Data Location: 4-A Cruz Bay Town St. John.VI 00830 County: Assessor's Parcel No: N/A Atlas Ref: N/A Physical Data Type: Neighborhood/Community Land Area: 1.00 Acres Excess Land: NA Gross Leasable Area: Anchors: Panini Beach 2.100 SF Financial Data Cafe Wahoo 4.000 SF Source: Broker Occupancy at Sale: 100% Existing or ProForma Inc: Existing Anchor Tenant GLA: 6,100 SF Total Per SF Local Tenant GLA: 22,973 SF Potential Gross Income: N/A WA Total GLA: 29,073 SF Vacancy and Credit Loss: WA WA GLA Purchased: 29,073 SF Effective Gross Income: WA WA Year Built: 1987 Expenses and Reserves: WA WA Parking: Poor Net Operating Income: WA WA Condition: Good Exterior Walls: Wood & Masonry Analysis Sale Data Direct Cap Buyers Underwriting Criteria.: Transaction Type: Sale WA Overall Cap. Rate (OAR): Date: 2/2001 Projected IRR: WA % Marketing Time: WA Eff. Gross Multiplier (EGIM): WA Grantor: WA Oper. Expense Ratio (OER): WA % Grantee: WA Price Per Square Foot: $306.13 Document No.: WA Sale Price: $8,900,000 Financing: Cash to Seller Cash Eq.Price: $8,900,000 Req.Capital Cost: $0 Adj. Sale Price: $8,900,000 Verification: Richard Singerle, MAI Comments This sale comparable is located waterfront and adjacent to the Cruz Bay Ferry Dock. It is considered a premier location for retail shops catering to tourists. The second floor space is currently being renovated and converted to apartments. On-site parking is poor. Most units are less than 500 SF. The retail space is 98% occupied. The current annual gross rent for this property is currently $1,456,284, or $50.09/SF. The property is a leasehold since the 1 acre site is leased until 2050. The acquisition was structured as a merger in order to avoid the $180,000 in tax stamps. The purchase price is analyzed as follows: Non-recourse first leasehold mortgage @ 7.84%: $5,500,000 Investment Equity: $3,400,000 Total Sale Price: $8,900,000 CBRE 2007 CB Richard Ellis, inc. EFTA00787873 RETAIL SALE No. 3 100 Blackbeards Hill Location Data Location: 100 Blackbeards Hill St. Thomas,Vl 00803 County: Assessor's Parcel No: WA Atlas Ref: WA Physical Data Type: Land Area: 0.80 Acres Excess Land: WA Gross Leasable Area: Financial Data Source: Appraiser Occupancy at Sale: 100% Existing or ProForma Inc: Pro Forma Anchor Tenant GLA: WA Total Per SF Local Tenant GLA: 8,832 SF Potential Gross Income: $228,934 $25.92 Total GLA: 8,832 SF Vacancy and Credit Loss: $6,868 $0.78 GLA Purchased: 8,832 SF Effective Gross Income: $222,066 $25.14 Year Built: 1984 Expenses and Reserves: $35,328 $4.00 Parking: 20 spaces Net Operating Income: $186,738 $21.14 Condition: Average Exterior Walls: Concrete Block Analysis Sale Data Other Buyers Underwriting Criteria.: Transaction Type: Listing 8.49 % Overall Cap. Rate (OAR): Date: 6/2007 Projected IRR: WA % Marketing Time: WA Eft Gross Multiplier (EGIM): 9.91 Grantor: WA Oper. Expense Ratio (OER): 15.91 % Grantee: WA Price Per Square Foot: $249.09 Document No.: WA Sale Price: $2,200,000 Financing: Not Available Cash Eq.Price: $2,200,000 Req.Capital Cost: $0 Adj. Sale Price: $2,200,000 Verification: Century 21 - Suter & Associates Comments This listing is located just north of Charlotte Amalie, near the Hospital. The building is three stories and has a galvanized roof, cistern, public utilities, and views of the cruise ship harbor. The building is also equiped with a 65K generator. Rental rates average $25.92/SF/Year and expenses were estimated at $4/SF/Year. CBRE C 2007 CB Richard Ellis, Mc. EFTA00787874 RETAIL SALE No. 4 Commercial Bldg. in Havensight Location Data Location: Havensight St. Thomas,Vl County: Assessor's Parcel No: WA Atlas Ref: WA Physical Data Type: Land Area: 0.08 Acres Excess Land: WA Gross Leasable Area: Financial Data Source: WA Occupancy at Sale: WA Existing or ProForma Inc: WA Anchor Tenant GLA: WA Total Per SF Local Tenant GLA: 3,308 SF Potential Gross Income: WA WA Total GLA: 3,308 SF Vacancy and Credit Loss: WA WA GLA Purchased: 3,308 SF Effective Gross Income: WA WA Year Built: 1973 Expenses and Reserves: WA WA Parking: On-site, adequate Net Operating Income: WA WA Condition: Good Exterior Walls: Concrete Block Analysis Sale Data Other Buyers Underwriting Criteria.: Transaction Type: Listing WA Overall Cap. Rate (OAR): Date: 6/2007 Projected IRR: Marketing Time: WA Eft Gross Multiplier (EGIM): WA Grantor: WA Oper. Expense Ratio (OER): Grantee: WA Price Per Square Foot: $210.10 Document No.: WA Sale Price: $695,000 Financing: Not Available Cash Eq.Price: $695,000 Req.Capital Cost: $0 Adj. Sale Price: $695,000 Verification: Centrury 21 - Sauter & Associates Comments This listing is a small office building in Havensight. with views of the cruise ship harbor and easy access to Charlotte Amalie and the east end of the island. The building is configured into two office suites, one on each level. CBRE e 2007 CB Richard Ellis, Mc. EFTA00787875 AMERICAN YACHT HARBOR & MARINA ADDENDUM D COMPETITIVE MARINAS AND RETAIL/OFFICE RENTALS O 2007 CB Richard Ellis, Inc. EFTA00787876 @ 2007 CB Richard Ellis, Mc. SPECIAL PURPOSE COMPARABLE SUMMARY Number Building Year of Free Rent Base No. Name / Location Size Built Stories Occupancy (Months) TISF RenVSF 1 Compass Point Marina N/A N/A 94.8% N/A $18/FT Month 6300 Frydenhof Red HookUS 2 Crown Bay Marina N/A N/A N/A N/A $25.50 FT/Month Charlotte Arnale.US 3 La Vida Marine Center N/A N/A N/A N/A $8 to $12 Red HookUS FT/Month 4 Pirates Cove Marina N/A N/A 93.3% N/A $20-$22/FT Month Red Hook.US 5 Village Cay Marina N/A 1974 N/A N/A N/A $28.50 to $45 Road Town.VI FUMon 6 Virgin Gorda Yacht Harbour N/A N/A N/A N/A $27 to $75 Spanish Town.VI FT/Month EFTA00787877 SPECIAL PURPOSE COMPARABLE No. 1 Compass Point Marina Location Data Location: 6300 Frydenhot Red Hook.US County: St. Thomas Assessor's Parcel No NA Atlas Ref: NA Physical Data Type: Marina Gross Building Area: N/A Unit of Measure: Slip No. of Slip 96 Occupancy_/ Lease Data Year Built: NIA Occupancy: 94.8% # of Stories: NIA NIA Typical Size: Parking: NIA Term: NIA Condition: Base Rent PSF: $181FT Month Exterior Walls: Rent Escalations: NIA Basis: NIA Expense Pass-Thru: NIA Free Rent (months): NIA Tenant Improvement: NIA Leasing Agent: Kevin Murphy Phone No.: Survey Date: 6/2007 Recent Leases Size Rent 11 Free Rent Term Date (SF) Tenant (PSF) (PSF) (Months) Escalations (Yrs) Slip NA MET Month NA Comments This marina is located in the lagoon behind Compass Point. It is also called Hurricane Hole and it is well protected. Amenities Include water, electricity, pumpout, shops nearby, restaurants nearby, showers/bathrooms, and dive shop. This marina is secured behind a locked gate. The water was quoted as being shallow but could accomodate a vessel drawing a 2 foot draft. Electric $0.34 KWH Water $0.14 Gal CBRE C 2007 CB Richord Ellis, Inc. EFTA00787878 SPECIAL PURPOSE COMPARABLE No. 2 Crown Bay Marina Location Data Location: Charlotte Amalie,US County: St. Thomas Assessor's Parcel No: N A Atlas Ref: NA Physical Data Type: Marina Gross Building Area: N'A Unit of Measure: Slip No. of Slip 99 Occupancy_/ Lease Data Year Built: N'A Occupancy: WA # of Stories: N'A WA Typical Size: Parking: N'A Term: WA Condition: Base Rent PSF: $2550 FT/Nlonth Exterior Walls: Rent Escalations: WA Basis: WA Expense Pass-Thru: WA Free Rent (months): WA Tenant Improvement: WA Leasing Agent: WA Phone No.: Survey Date: 6/2007 Recent Leases Size Rent 11 Free Rent Term Date (SF) Tenant (PSF) (PSF) (Months) Escalations (Yrs) Slip NA $25.50 FT Month NA Comments This marina is located on the south side of St. Thomas, immediately west of historic Charlotte Amalie Harbor and Hassel Island. Crown Bay is a large commerical and cruise ships port, on an historic second world war subbase site. The area has recently been developed to incorporate small enterprises and shops. Amenities include repairs. chandlery, water, fuel, electricity, pumpout, shops, restaurants, bar, direct broadcast satellite TV, highspeed broadband internet, laundry, dive shop and full service concierge. Can accomodate Mega-yachts up to 200 FT LOA and has a 315 FT high speed fuel dock. Electricity is $0.52 KWH Water is $0.14 GAL. CBRE C 2007 CB Richwd Ellis, inc. EFTA00787879 SPECIAL PURPOSE COMPARABLE No. 3 La Vida Marine Center Location Data Location: Red Hook,US County: St. Thomas Assessor's Parcel No: WA Atlas Ref: WA Physical Data Type: Marina Gross Building Area: WA Unit of Measure: Slip No. of Slip 80 Occupancy/Lease Data Year Built: WA Occupancy: WA # of Stories: WA Typical Size: WA Parking: WA Term: WA Condition: Base Rent PSF: $8 to $12 FTiMonth Exterior Walls: Rent Escalations: WA Basis: WA Expense Pass-Thru: WA Free Rent (months): WA Tenant Improvement: WA Leasing Agent: WA Phone No.: Survey Date: 6/2007 Recent Leases Size Rent TI Free Rent Term Date (SF) Tenant (PSF) (PSF) (Months) Escalations (Yrs) Slip WA $8 TO $12 FT/Month WA Slip WA $0.50 FT/Day Transient WA Dry WA $13.25 FT Month WA Comments This marina is located near Compass Point Marina on the east end of St. Thomas. Amenities include electricity, water, showers/bathrooms, bar and grill, full serivce boat yard, repairs, haul-out. 50 ton travelift/10 ton crane. This marina can accomodate yachts up to 60 FT. Electricity - $12 Day. $50 Week, $100 Month Water - $0.12 Gal. CBRE e 2007 CB Richard Ellis, Mc. EFTA00787880 SPECIAL PURPOSE COMPARABLE No. 4 Pirates Cove Marina Location Data Location: Red Hook,US County: St. Thomas Assessor's Parcel No: WA Atlas Ref: WA Physical Data Type: Marina Gross Building Area: WA Unit of Measure: Slip No. of Slip 30 Occupancy/Lease Data Year Built: WA Occupancy: 93.3% # of Stories: WA Typical Size: WA Parking: WA Term: WA Condition: Base Rent PSF: $20-S221FT Month Exterior Walls: Rent Escalations: WA Basis: WA Expense Pass-Thru: WA Free Rent (months): WA Tenant Improvement: WA Leasing Agent: WA Phone No.: Survey Date: 6/2007 Recent Leases Size Rent TI Free Rent Term Date (SF) Tenant (PSF) (PSF) (Months) Escalations (Yrs) Slip WA $795/Flat Rate Month WA Comments This marina is located on the east end of St. Thomas. minutes away from Redhook, and sheltered by Cas Cay, easily approachable through Benner Bay. Amenities include water, electric, gasoline/diesel fuel, boat sales and rentals, hotel rooms, bar and grill, general store, gift shop and boutique. Electric $0.40 KWH Water $0.16 Gal cgtf{! © 2007 CB Richard Ellis, Mc. EFTA00787881 SPECIAL PURPOSE COMPARABLE No. 5 Village Cay Marina Location Data Location: Road Town,Vl County: Tortola Assessor's Parcel No: WA Atlas Ref: WA Physical Data Type: Marina Gross Building Area: WA Unit of Measure: Slip No. of Slip 106 Occupancy/Lease Data Year Built: 1974 Occupancy: WA of Stories: NIA Typical Size: WA Parking: NIA Term: WA Condition: Base Rent PSF: $28.50 to $45 Ft/Mon Exterior Walls: Rent Escalations: WA Basis: WA Expense Pass-Thru: WA Free Rent (months): WA Tenant Improvement: WA Leasing Agent: WA Phone No.: Survey Date: WA Recent Leases Size Rent TI Free Rent Term Date (SF) Tenant (PSF) (PSF) (Months) Escalations (Yrs) Slip WA $28.50 Month $28.50 0 FT to 55 FT Slip WA $45 Month $45.00 56 FT & UP Slip WA $24 Annual $24.00 0FTto 55 FT Slip WA $45 Annual $45.00 56 FT & UP Comments This marina is situated directly in the heart of Road Town in Tortola, BVI. Amenities include laundry. shower/bathrooms, electricity, water, telephones, fuel, security, maintenance, hotel, restaurant/bar. Shops, restaurants, grocery store and banks nearby. CBRE e 2007 CB Richard Ellis, Mc. EFTA00787882 SPECIAL PURPOSE COMPARABLE No. 6 Virgin Gorda Yacht Harbour Location Data Location: Spanish Town,Vl County: Virgin Gorda Assessor's Parcel No: WA Atlas Ref: WA Physical Data Type: Marina Gross Building Area: WA Unit of Measure: Slip No. of Slip 111 Occupancy_/ Lease Data Year Buik: MA Occupancy: WA # of Stories: MA WA Typical Size: Parking: MA Term: WA Condition: Base Rent PSF: $27 to $75 FT/Month Exterior Walls: Rent Escalations: WA Basis: WA Expense Pass-Thru: WA Free Rent (months): WA Tenant Improvement: WA Leasing Agent: WA Phone No.: Survey Date: 6/2007 Recent Leases Size Rent TI Free Rent Term Date (SF) Tenant (PSF) (PSF) (Months) Escalations (Yrs) Slip WA $27 to $40.50 Month WA 0 FT to 51 FT Slip MA $60 Month WA 52FTto75FT Slip WA $75 Month WA 76FT&UP Slip WA $24 to S36 Annual WA 0 FT to 51 FT Comments This marina is located in Spanish Town on the south end of Virgin Gorda and can accomodate megayachts up to 160 FT. Amenities include water, electric, cable TV, fuel, laundry, photo service, dive shop, boutiques, drug store, showers/bathrooms, 10 acre serviced boat yard, dry rack storage, 70 ton travelift, storage units, marine store, bank/ATM, chandlery, provisioning, food market, free wireless internet, restaurant and pub with entertainment. Electric 110 Volt $10/Day Electric 220 Volt $15/Day Water $0.15/Gal CBRE C 2007 CB Richard Ellis, EFTA00787883 @ 2007 CB Richard Ellis, Mc. RETAIL COMPARABLE SUMMARY Rental Building Year Local Overall Base No. Name 1 Location Size (GLA) Built Occupancy Occupancy Anchor Tenant TISF RenVSF 1 East End Plaza 72.000 2007 In Lease N/A Bank,Bank None $50-$65/SF Road 30 Across from St. John Ferry Red Hook.US 2 Fort Mylner Shopping Center 26.200 1966 N/A 97.71% Silk Greenery.Cloth Horse None $21.00 - Weymouth-Rhymer Highway and $26.00 Charlene Arnalie.US 3 Havensight Mall 260.000 1980 N/A 100% Negotiable $40.00 - Along Side The Cruise Ship Dock $60.00 Charlotte Arnalie.US 4 Locked Gardens Shopping Center 85,000 1972 N/A 98.5% Kmart.Foot Locker None $26.00 - Weymouth-Rhymer Highway and SR 313 $31.00 Charlotte Amalie.US 5 Nisky Center 123.787 1988 N/A 93% US Immigration None $35.00 - Road 30 West Of Charlotte Amalie $40.00 Charlotte Arnalie.US 6 Red Hook Plaza 36,000 1976 N/A 100% Banco Popular.Ace Hardware None $28.00 - Red Hook Road Across From American $32.00 Red l-lookUS CBRE EFTA00787884 RETAIL COMPARABLE No. 1 East End Plaza Location Data Location: Road 30 Across from St. John Ferry Red Hook,US County: St. Thomas Assessor's Parcel No: WA Atlas Ref: WA Physical Data Type: Gross Leaseable Area:72,000 SF Year Built: 2007 Under Construction Exterior Walls: Masonry Lease Data Condition: Excellent Occupancy: Parking: 2nd Level Local: In Lease Up Anchors: Overall: WA Bank 5,000 SF Typical Size: WA Bank 5,000 SF Term: Negotiable Base Rent PSF: $50-$65/SF Rent Escalations: CPI Anchor Tenant GLA: 10,000 SF Basis: Triple Net Local Tenant GLA: 62,000 SF Expense Pass-Thru: $5.00 Total GLA: 72,000 SF Free Rent (months): None Tenant Improvement: None Leasing Agent: Bill Otto Phone No.: (340) 774-444 Survey Date: 6/2007 Comments This retail center is currently under construction and is scheduled for delivery in December 2007. It is located in Red Hook, east end of St. Thomas, opposite the St. John Ferry Dock. This center is a three-story elevator building with approximately 72,000 SF and a tenant mix of office, commercial and retail. The third floor level is office space, second floor parking level is office/commercial and the first floor has a covered walkway and is mostly retail. This center is in lease up and the agent stated they have signed on two banks, several fast food restaurants, several economic groups and many locals with established businesses moving from the heart of town in Charlotte Amalie. Rental rates in this center range from $50 to $65 SF with a $5.00 CAM. Taxes and insurance are not included in CAM and were quoted as being an additional $3.00 to $4.00. CBRE .c` 2007 CB Richard Ellis, Mc. EFTA00787885 RETAIL COMPARABLE No. 2 Fort Mylner Shopping Center Location Data Location: Weymouth-Rhymer Highway and Charlotte Amalle,US County: St. Thomas Assessor's Parcel No: WA Atlas Ref: WA Physical Data Type: Gross Leaseable Area:26,200 SF Year Built: 1966 Renovated 1996 Exterior Walls: Masonry Lease Data Condition: Good Occupancy: Parking: Good Local: WA Anchors: Overall: 97.71% Silk Greenery Typical Size: 1,500 SF Cloth Horse Term: 5 Years CommoLoco. Inc Base Rent PSF: $21.00 - $26.00 Rent Escalations: CPI Anchor Tenant GLA: WA Basis: Triple Net Local Tenant GLA: 26,200 SF Expense Pass-Thru: $4.00 SF Total GLA: 26,200 SF Free Rent (months): None Tenant Improvement: None Leasing Agent: Mama Green Phone No.: Survey Date: 6/2007 Comments This one-story retail center was constructed in 1966, but has since been renovated in 1996 and is in good condition. This retail strip center contains 11 tenants ranging in size from 300 to 4,800 square feet. Currently, there is 1,500 SF available for lease at an asking rental rate of $21.00 to $26.00/SF, plus $4.00 CAM. This property contains an outparcel occupied by Kentucky Fried Chicken. CBRE C, 2007 CB Richard Ellis, lnc. EFTA00787886 RETAIL COMPARABLE No. 3 Havensight Mall Location Data Location: Along Side The Cruise Ship Dock Charlotte Amalie,US County: St. Thomas Assessor's Parcel No: WA Atlas Ref: WA Physical Data Type: Gross Leaseable Area:260,000 SF Year Built: 1980 Exterior Walls: Cement Block Lease Data Condition: Good Occupancy: Parking: Good Local: WA Overall: 100% Typical Size: 2,000 SF Term: 5 years Base Rent PSF: $40.00 - $60.00 Rent Escalations: CPI Anchor Tenant GLA: WA Basis: Triple Net Local Tenant GLA: 260,000 SF Expense Pass-Thru: $3.00 Total GLA: 260,000 SF Free Rent (months): None Tenant Improvement: Negotiable Leasing Agent: Georgianne Phone No.: Survey Date: 6/2007 Comments Havensite Mall is a dockside shopping center with a combination office, retail and warehouse use, set along the busiest cruise ship facility in the Caribbean. The shopping center generally has rental rates ranging from $25.00 to $30.00 per square foot for the office and back portion stores and $40.00 to $60.00 for the high traffic locations catering to the cruise ship passengers. CBRE © 2007 CB Richard Ellis, Mc. EFTA00787887 RETAIL COMPARABLE No. 4 Lockart Gardens Shopping Center Location Data Location: Weymouth-Rhymer Highway and SR Charlotte Amalie,US County: St. Thomas Assessor's Parcel No: WA Atlas Ref: WA Physical Data Type: Gross Leaseable Area:85,000 SF Year Built: 1972 Exterior Walls: Masonry Lease Data Condition: Good Occupancy: Parking: Good Local: NIA Anchors: Overall: 96.5% Kmart 40,000 SF Typical Size: 1,500 SF Foot Locker Term: 5 Years Furniture World Base Rent PSF: $26.00 - $31.00 Rent Escalations: CPI Anchor Tenant GLA: 40,000 SF Basis: Triple Net Local Tenant GLA: 45,000 SF Expense Pass-Thru: $4.00 Total GLA: 85,000 SF Free Rent (months): None Tenant Improvement: None Leasing Agent: Mama Green Phone No.: Survey Date: 6/2007 Comments This one-story retail center was constructed in 1972, but has since been renovated in 1996 and is in good condition. This retail center contains a Kmart, Foot Locker, Furniture World and Banco Popular. Reportedly. rental rates in this center range from $26.00 to $31.00/SF with a $4.00 CAM including taxes. CBRE © 2007 CB Richard Ellis, Mc. EFTA00787888 RETAIL COMPARABLE No. 5 Nisky Center Location Data Location: Road 30 West Of Charlotte Amalie Charlotte Amalie,US County: St. Thomas Assessor's Parcel No: WA Atlas Ref: WA Physical Data Type: Gross Leaseable Area:123,787 SF Year Built: 1988 Exterior Walls: Masonry Lease Data Condition: Average Occupancy: Parking: Good Local: NSA Anchors: Overall: 93% US Immigration Typical Size: 1,500 SF Term: 3.5 Years Base Rent PSF: $35.00 - $40.00 Rent Escalations: CPI Anchor Tenant GLA: WA Basis: Gross Local Tenant GLA: 123,787 SF Expense Pass-Thru: None Total GLA: 123,787 SF Free Rent (months): None Tenant Improvement: None Leasing Agent: Bill Pyle Phone No.: Survey Date: 6/2007 Comments This two-story retail/office center was constructed in 1988 and is in average condition. This center is located just west of downtown Charlotte Amalie the heart of St. Thomas and and the cruise line ships. This retail center is anchored by United States Immigration and Naturalization Service and Bank of Nova Scotia The first floor retail is almost fully occupied but their is some space available along the upper floors. The rental rates on a gross rent basis range from $35.00 to $40.00/SF. The equivalent triple net lease is $30 to $36/FT. The building is situated on leased land. calW C 2007 CB Richwd Ellis, Inc. EFTA00787889 RETAIL COMPARABLE No. 6 Red Hook Plaza Location Data Location: Red Hook Road Across From Red Hook,US County: St. Thomas Assessor's Parcel No: WA Atlas Ref: WA Physical Data Type: Gross Leaseable Area:36,000 SF Year Built: 1976 Exterior Walls: Masonry Lease Data Condition: Average Occupancy: Parking: Average Local: WA Anchors: Overall: 100% Banco Popular Typical Size: 800 SF Ace Hardware Term: 5 years Base Rent PSF: $28.00 - $32.00 Rent Escalations: CPI Anchor Tenant GLA: WA Basis: Triple Net Local Tenant GLA: 36,000 SF Expense Pass-Thru: $4.00/SF Total GLA: 36,000 SF Free Rent (months): None Tenant Improvement: None Leasing Agent: Mama Green Phone No.: Survey Date: 6/2007 Comments This two-story retail/office center is located across from American Yacht Harbor in the eastern end of the island known as Red Hook. The majority of the tenants are service related to the existing surrounding community. The first floor contains mostly retail oriented uses, while the second floor contains mostly professional related businesses. There is a 1,000 square foot building in front leased to a restaurant. Reportedly, rental rates range from $28.00 to $32.00/SF plus CAM of $4.00 per square foot. CBRE ee. 2007 CB Richard Ellis, Mc. EFTA00787890 AMERICAN YACHT HARBOR & MARINA ADDENDUM E HISTORICAL OPERATING STATEMENTS O 2007 CB Richard Ellis, Inc. EFTA00787891 American Yacht Harbor Income Statement May 31. 2007 Consolidated Jure 12.2007 Current Budoet Variance YTO Budoet Variance Revenues Docks $ 46,392 45,500 892 $ 193,907 201,081 (7,174) Docks - P 18,454 16,500 1,954 82,510 75,734 6,776 Docks - Seasonal 14,364 20,500 (6,136) 102,926 108,435 (5,509) Docks - Transient 38,378 29,000 9,378 186,388 158,774 27,614 Docks - Electric 16,130 20,900 (4,770) 80,140 103,024 (22,884) Docks - Electric - P 1,079 3,300 (2,221) 8,848 15,147 (6,299) Docks - Water 13,336 14,250 (914) 67,779 70,245 (2,466) Docks - Water - P 1,417 2,145 (728) 8,520 9,846 (1,326) Leases - Retail 99,089 94.575 4,514 434,007 414,718 19,289 Leases -Storage 5,785 8,200 (2,415) 26,205 31,340 (5,135) Leases -Trash 2,065 2,140 (75) 9,186 9,457 (271) Leases - Parking 3,873 4,400 (527) 19,823 19,445 378 Leases - Water 10,031 14,250 (4,219) 42,175 54,126 (11,951) Boat Services 1,555 3,900 (2,345) 11,884 17,485 (5.601) Gas 91,054 80,605 10,449 401,620 405,254 (3,634) Diesel 126,360 123,005 3,355 484,954 567,138 (82,184) Merchandise 8,313 8,000 313 40,003 36,935 3,068 Other Income 4 (2) 6 1 3 (2) Finance Charges 809 1,250 (441) 3,466 5,524 (2,058) Discount - Sale (46) 0 (46) (46) 0 (46) Less Gross Receipts Tax (9.030) (8,464) (566) (37,429) (40,372) 2,943 Guaranteed Payment - P (9.925) (9,925) 0 (43,862) (43,862) 0 Total Revenues 479,487 474,029 5,458 2123005 2.219,477 (96,472) Cost of Sales Docks 30,799 26,394 4,405 115,865 115,284 581 Docks • P 1,308 2,961 (1,653) 7,914 13,590 (5,676) Docks Electric 10,012 15,048 (5,036) 47,585 74,177 (26,592) Docks Water 2,257 2,351 (94) 10,672 11,590 (918) Leases Retail 22,611 21,483 1,128 93,663 94,080 (417) Leases Trash 1,100 1,100 0 5,036 4,861 175 Leases - Parking 0 100 (100) 1,344 442 902 Leases - Water 5,444 6,413 (969) 20,632 24,358 (3,726) Boat Services 1,365 1,835 (470) 4,714 8,210 (3,496) Gas 70,753 57,230 13,523 287,347 287,731 (384) Diesel 87,368 87334 34 335.418 402,668 (67,250) Merchandise 4,397 4,640 (243) 21,345 21,423 (78) Total Cost of Sales 237,414 226,889 10,525 951,535 1,058,414 (106,879) Gross Profit 242,073 247,140 (5,067) 1,171,470 1,161,063 10,407 Payroll Bonus 0 0 0 0 0 0 Payroll Taxes 5,400 5,432 (32) 23.336 23,671 (335) Payroll Benefits 5,226 7,830 (2,604) 28.513 34,603 (6,090) Pension Benefits 1,531 1,874 (343) 6.613 8,163 (1,550) Contract Labor 0 0 0 0 0 0 Salaries - Gross 62,236 62.440 (204) 258.644 272,091 (13,447) Total Payroll 74,393 77,576 (3,183) 317,106 338,528 (21,422) Salaries - Administrative 19,018 20,510 (1,492) 84,668 89,348 (4,680) Salaries - Store 7,886 7,904 (18) 30,056 33,842 (3,786) COS - Payroll (26,904) (28,416) 1,512 (114,724) (123,194) 8,470 PR - Docks (26,232) (25,644) (588) (110.778) (111,970) 1,192 PR - Leases (22,477) (20,483) (1,994) (91.147) (89.661) (1,486) Net Payroll 25,684 31,447 (5,763) 115.181 136.893 (21,712) 2007 CB Richard Ellis, Inc. EFTA00787892 American Yacht Harbor Income Statement May 31, 2007 Consolidated June 12, 2007 Curren) Budnel Variance YTD Sal Di Variance Operating Expenses Advertising 6.764 4.714 2,050 22,412 21.454 958 Bank Charges 318 176 142 1,350 778 572 Credit Card Discounts 5.794 6.162 (368) 20.250 28.852 (8.602) CAM Reimbursement (16.458) (16.448) (10) (72.626) (72.690) 64 CAM Expenses 1.436 2.500 (1.064) 10.276 11.048 (772) Electricity 1.369 4.600 (3.231) 16,533 20.542 (4.009) Electric - P 327 450 (123) 1,681 1.989 (308) Land Lease 5.132 5.131 1 22,700 22.676 24 Insurance 31.415 26.737 4.678 102.497 118.160 (15.663) Miscellaneous 0 300 (300) 406 1226 (920) Permits & Inspections 0 1.500 (1,500) 5,860 1.920 3.940 Personnel Costs 6 200 (194) 20 1220 (1.200) Postage 22 400 (378) 922 1.768 (846) Repair - General 3.199 1.670 1,529 4,740 7.380 (2.640) Repair - Projects 0 0 0 0 0 0 Security 1.858 1.850 8 7,878 8.176 (298) Sewer & Water 3.087 2.500 587 8,747 11.049 (2.302) Water - P (85) 150 (235) (311) 663 (974) Sprinklers 240 300 (60) 1,722 1226 396 Supplies - General 1.072 1.820 (748) 7.214 8.128 (914) Supplies - Computer 0 126 (126) 140 556 (416) Supplies - Office 882 700 182 3,496 3.094 402 Supplies - Vehicle 406 436 (30) 1,420 1.926 (506) Telephone 1.350 1.300 50 5,030 5.746 (716) Tools 0 350 (350) 1,321 1.546 (225) Travel 310 0 310 2,130 4.500 (2.370) Meals 0 0 0 260 0 260 Uniforms 0 350 (350) 284 1.546 (1.262) Waste Removal 0 0 0 0 0 0 Total Operating Expenses 48,444 47,974 470 176,352 214,679 (38,327) Contribution 167,945 167,719 226 879,937 809,491 70,446 Other Expenses Administrative Fees 0 0 0 0 0 0 Ad Valorem Tax 0 0 0 0 0 0 Legal/Accounting 872 1.600 (728) 8,746 7.072 1.674 Management Travel 0 2.900 (2,900) 948 12.816 (11.868) Management Meals 0 500 (500) 84 2.210 (2.126) Donations 0 2.100 (2,100) 700 9.282 (8.582) Promotion 0 0 0 0 0 0 Extraordinary 0 0 0 0 0 0 Total Other Expenses 872 7,100 (6,228) 10,478 31,380 (20,902) NOI (Before Fees) 167,073 160,619 6,454 869,459 778,111 91,348 Management Fees 37.382 36.932 450 165.322 172.780 (7.458) Net Operating Income 129,691 123,687 6,004 704,137 605,331 98,806 Non Operating Expenses GP Fees 0 0 0 0 0 0 Amortization 0 4.751 (4,751) 0 20.996 (20.996) Amortization - Retail Lease/TI 0 0 0 0 0 0 Depreciation 0 21.950 (21,950) 0 97.005 (97.005) Interest Expense 319.671 51.026 268,645 412.125 225.502 186.623 Interest Income (346) (326) (20) (1280) (1.436) 156 Total Non Operating Expense 319,325 77,401 241,924 410,845 342,067 68,778 Net Income $ (189,634) 46,286 (235,920) $ 293,292 263,264 30,028 © 2007 CB Richard Ellis, Mc. EFTA00787893 American Yacht Harbor Income Statement December 31. 2006 Consolidated June 12.2007 Current Budoet Variance YED Rudest Variance Revenues Docks $ 40,620 44,900 (4,280) $ 519,279 538,800 (19,521) Docks - P 16,976 11,800 5,176 192,762 180,800 11,962 Docks - Seasonal 29,413 22.000 7,413 335,626 317,000 18,626 Docks - Transient 35,164 23,000 12,164 359,872 292,000 67,872 Docks - Electric 16,913 18.879 (1,966) 259,705 241,038 18,667 Docks - Electric - P 935 1,298 (363) 32,640 19,888 12,752 Docks - Water 12,074 12.316 (242) 173,947 157.247 16,700 Docks - Water - P 1,315 1,687 (372) 23,254 25,858 (2,604) Leases - Retail 94,132 87.539 6,593 1,092,002 1,039.522 52,480 Leases -Storage 6,045 7,000 (955) 70,982 81,975 (10,993) Leases -Trash 2,140 2,040 100 24,855 24,480 375 Leases - Parking 4,490 3,000 1,490 50,430 36,000 14,430 Leases - Water 7,486 11,000 (3,514) 121,906 133,300 (11,394) Boat Services 3,700 5,200 (1,500) 36,501 62,550 (26,049) Gas 75,557 62,000 13,557 980,590 890,000 90,590 Diesel 89,034 55,000 34,034 1,887,601 1,576,000 311,601 Merchandise 8,223 7,750 473 95,541 86,000 9,541 Other Income (2) 5 (7) (3) 0 (3) Finance Charges 1,399 800 599 17,212 9,600 7,612 Discount - Sale 0 (878) 878 (633) (18,499) 17,866 Less Gross Receipts Tax (6.913) (4,955) (1,958) (118,550) (101,341) (17,209) Guaranteed Payment - P (9.925) (9,815) (110) (116,331) (115,778) (553) Total Revenues 428,776 361,566 67,210 6.039.188 5476,440 562,748 Cost of Sates Docks 46,435 25,687 20,748 334,461 303,966 30,495 Docks • P 1,000 1,208 (208) 30,807 18,516 12,291 Docks Electric 11,302 11,139 163 171,584 142,212 29,372 Docks Water 2,124 2,094 30 27,293 26,730 563 Leases Retail 33,232 20,195 13,037 267,486 239,700 27,786 Leases Trash 1,100 1,000 100 13,100 12,000 1,100 Leases - Parking 0 100 (100) 1,792 1,200 592 Leases -Water 4,151 4,950 (799) 58,422 59,987 (1,565) Boat Services 410 2,100 (1,690) 14,517 23,625 (9,108) Gas 53,513 45,880 7,633 692,617 658,600 34,017 Diesel 61,698 40.700 20,998 1,329.597 1,166,240 163,357 Merchandise 3,996 4.495 (499) 53.147 49.880 3,267 Total Cost of Sales 218,961 159.548 59,413 2.994.823 2.702.656 292,167 Gross Profit 209,815 202.018 7,797 3.044.365 2.773,784 270,581 Payroll Bonus 25,000 0 25,000 25.000 0 25,000 Payroll Taxes 6,380 5,933 447 61.918 70.841 (8,923) Payroll Benefits 5,936 7,425 (1,489) 69.400 89.100 (19,700) Pension Benefits 938 1,837 (899) 16.460 21.934 (5,474) Contract Labor 1,500 0 1,500 8.166 0 8,166 Salaries - Gross 64.105 61.231 2.874 692.261 731.154 (38.893) Total Payroll 103,859 76,426 27,433 873,205 913,029 (39,824) Salaries - Administrative 19,112 18,254 858 221,305 218,442 2,863 Salaries - Store 5,350 9,240 (3,890) 55,766 114,028 (58,262) COS - Payroll (24,462) (27,494) 3,032 (276,660) (332,470) 55,810 PR - Docks (42,923) (25,687) (17,236) (316,478) (303,966) (12,512) PR - Leases (31,268) (20,195) (11,073) (252,611) (239,700) (12,911) Net Payroll 29,668 30,544 (876) 304,527 369,363 (64,836) O 2007 CB Richard Ellis, Inc. EFTA00787894 American Yacht Harbor income Statement December 31. 2006 Consolidated June 12.2007 Current Budaet Variance Yf0 Budaet Variance Operating Expenses Advertising 5,316 2,660 2,656 53,236 41,058 12,178 Bank Charges 206 176 30 1,598 2,100 (502) Credit Card Discounts 4,936 3.616 1,320 78,701 54,763 23,938 CAM Reimbursement (42,966) (16,241) (26,725) (215,720) (194,680) (21,040) CAM Expenses 1,918 2.000 (82) 30,719 24,000 6,719 Electricity 3,087 4,750 (1,663) 45,595 57,000 (11,405) Electric - P 60 450 (390) 4,658 5,400 (742) Land Lease 5,131 5,132 (1) 61,569 61,584 (15) insurance 37,938 36,040 1,898 431,039 432,480 (1,441) Miscellaneous 438 500 (62) 1,658 6,000 (4,342) Permits 8. Inspections 206 400 (194) 7,140 4,800 2,340 Personnel Costs 4,064 200 3,864 5,501 2,400 3,101 Postage 250 300 (50) 4,946 3.600 1,346 Repair - General 703 1,718 (1,015) 17,478 20.604 (3,126) Repair -Projects 0 0 0 0 0 0 Security 1,792 1,734 58 22,924 20,800 2,124 Sewer 8. Water 2,689 1,800 889 37,484 21,600 15,884 Water - P 0 0 0 1,734 0 1,734 Sprinklers (80) 200 (280) 4,140 2,400 1,740 Supplies - General 866 1,600 (734) 22,339 19,200 3,139 Supplies - Computer 0 76 (76) 1,330 900 430 Supplies - Office 422 750 (328) 7,194 9,000 (1,806) Supplies - Vehicle 222 150 72 5,880 1,800 4,080 Telephone 1,042 1,200 (158) 15,755 14,400 1,355 Tools 82 300 (218) 3,591 3,600 (9) Travel 1,194 1,000 194 7,224 5,500 1,724 Meals 36 0 36 1,284 0 1,284 Uniforms 1,060 350 710 5,330 4,200 1,130 Waste Removal 0 0 0 0 0 0 Total Operating Expenses 30,612 50,861 (20,249) 664,327 624,509 39,818 Contribution 149,535 120,613 28,922 2,075,511 1,779,912 295,599 Other Expenses Administrative Fees 2,000 2.000 0 24,000 24.000 0 Ad Valorem Tax 0 0 0 0 0 0 Legal/Accounting 11,318 1.000 10.318 51,962 25.000 26,962 Management Travel 3,306 1.500 1.806 44,326 18.000 26,326 Management Meals 552 200 352 9,410 2.400 7,010 Donations 2,000 2.100 (100) 26,976 25.200 1,776 Promotion 0 0 0 346 0 346 Extraordinary 0 0 0 (21,244) 0 (21,244) Total Other Expenses 19,176 6,800 12376 135.776 94,600 41,176 NOI (Before Fees) 130,359 113,813 16546 L939.735 1.685,312 254,423 Management Fees 7,821 6,848 973 116.363 101.340 15,043 Net Operating Income 122,538 106,965 15,573 1.823.352 1.583,972 239,380 Non Operating Expenses GP Fees 6,126 5,364 762 91.168 79,386 11,782 Amortization 1,963 2,467 (504) 23,545 29,604 (6,059) Amortization - Retail Lease/TI 0 1,216 (1,216) 817 14,592 (13,775) Depreciation 16,562 16,577 (15) 198,742 198,927 (185) Interest Expense 47,939 52,906 (4,967) 625,837 634,880 (9,043) Interest Income (392) 64 (456) (3,984) 768 (4,752) Total Non Operating Expense 72,198 78,594 (6.396) 936,125 958,157 (22,032) Net Income 50,340 28,371 21.969 887,227 625,815 261,412 0 2007 CB Richard Ellis, Inc. EFTA00787895 American Yacht Harbor Income Statement December 31, 2005 Consolidated Janu.sry 27, 2008 Current Budoet Variance PP. Hithte yawn venues socks $ 42985 41,000 1,985 $ 526,847 492.000 34,847 Docks - P 14.871 11,500 3,371 177,680 142.000 35,680 Docks - Seasonal 33,084 21,000 12,084 320,346 325,000 (4.654) Docks - Transient 33.191 22,000 11,191 300,449 227,000 73.449 Docks - Electric 9.709 16,800 (7,091) 225,906 208,800 17,106 Dodos- Electric P 1,602 690 912 18,095 8,520 9,575 Dods -Water 8,546 13.440 (4,894) 139.944 167,040 (27,096) Docks - Water P 2,252 1,150 1,102 23,115 14.200 8,915 Leases - Retail 90,003 83,244 6,759 1,044,076 986,667 57,409 Leases - Storage 6,139 5.375 764 75,034 64.500 10,534 Leases -Trash 2,115 1,990 125 24,555 23,880 675 Leases - Parking 3,930 3,000 930 38,918 36,000 2,918 Leases -Water 9.390 11,000 (1.610) 124,884 132,000 (7,116) Boat Services 2,644 2,500 144 38,230 35,100 3,130 Gas 79,625 54,000 25,625 904,902 715,000 189.902 Diesel 93,233 50,000 43,233 1.599.583 1,306,000 293,683 Merchandise 7,015 7,000 15 81.631 77,000 4,631 Other Income 11 6 5 (2). 1 (3) Finance Charges 1.945 800 1.145 12,304 9,600 2,704 Discount - Sale (24) (1,040) 1,016 (14,909) (29,610) 14,701 Less Gross Receipts Tax (7,194) (4,398) (2,798) (102,855) (82,735) (20.120) Guaranteed Payment (9,529) (9,000) (529) (112,987) (108,000) (4,987) Total Revenues 425,543 332,057 93,486 5,445,746 4,749.963 695,783 Cost of Sales Docks 38.302 27,507 10,795 302,158 327.378 (25,220) Docks - P 1,761 814 947 17,700 9,961 7,739 Docks Electric 6,729 9,240 (2,511) 141,794 114,840 26,954 Docks Water 1,314 2,150 (838) 25,641 26,727 (1,086) Leases Retail 31,344 21,873 9,471 257,498 262,260 (4,762) Leases Trash 1,000 900 100 11,500 13,800 700 eases -Parking 0 100 (100) 540 1,200 (660) \ ._. ., ease -Water Water 4,221 3,520 701 60,546 42,240 16.306 Boat Services 165 1,000 (835) 11,022 14,040 (3,018) Gas 56,396 38,880 17.516 860,224 514,800 145424 Diesel 71,326 37,000 34,326 1,169,580 466,440 203,140 Merchandise 3,591 4200 (609) 47,515 46,200 1,316 Total Cost of Sales 218,149 147,184 68,965 2,705,718 2,336,886 368,832 Gross Profit 209,394 184,873 24,521 2,740,028 2,413,077 326,951 Payroll Bonus 25.000 0 25,000 25,000 0 25,000 Payroll Taxes 7,286 6,532 754 63,662 77,742 (14.080) Payroll Benefits 5,402 6,750 (1,348) 73,229 81.000 (7,771) Pension Benefits 390 1,781 (1,391) 16.159 21,198 (5.039) Salaries -Gross 68.507 59.379 9,128 683,660 706,710 (23.050) Total Payroll 106,585 74,442 32,143 861,710 886,650 (24,940) Sa'aries - Administrative 27,051 18,484 8,587 237,494 218,888 18,626 Searles -Store 8,166 6,380 1,778 54,142 75,282 (21,140) COS - Payroll • (36,746) (24.882) (11.884) (293.175) (294.150) 975 P/R - Docks (38,222) (28,457) (11,765) (301,625) (314,778) 13,153 P/R - Leases (31,344) (21,123) (10,221) (257,438) (253,260) (4,178) Net Payroll 35,480 26,864 8,616 301,108 318,612 (17,504) t 2007 CB Richard Ellis, Mc. EFTA00787896 American Yacht Harbor Income Statement December 31, 2005 Consolidated Jaruery 27. 2006 Cjima eudaet Variance Busks! yogaice orating Expenses \_...ivertising 3554 4.000 (446) 41,228 46.000 (6,772) Bank Charges 238 176 62 1,801 2.100 (299) Credit Card Discounts 3765 3321 444 59,598 47,501 12,097 CAM Reimbursement (35,498) (15,945) (19,551) (209,943) (191,340) (18,603) CAM Expenses 3,240 2,000 1,240 26,953 24,000 2,953 Electricity 3,596 5,500 (1,904) 50,774 66.000 (15,226) Electric - P (599) 450 (1,049) 6,007 5,400 607 Land Lease 5,132 5,132 0 61,582 61.584 (2) Insurance 33,261 32,333 928 419,020 387,996 31,024 Insurance - P 310 0 310 7,267 0 7,267 Miscellaneous 256 500 (244) 5.827 6.000 (173) Permits & Inspections 400 100 300 5,004 3,200 1,804 Personnel Costs 0 200 (200) 10,370 2,400 7,970 Postage 192 250 (58) 3,434 3,000 434 Repair - General 1,226 1,218 8 19,620 14,604 5,016 Repair - General - P 0 0 0 44 0 44 Repair -Projects 0 0 0 0 5,400 (5.400) Security 2040 1,876 164 20,700 22.500 (1.800) Sewer & Water 2,859 2.000 859 17,045 24,000 (8,ess) Water - P 179 83 96 (2,004) 996 (3,000) Sprinklers 432 200 232 1,986 2.400 (414) Supplies - General 2,533 1,000 1.533 24,680 12,000 12.680 Supplies -Computer 0 50 (50) 1,768 600 1,168 Supplies - Office 452 750 (298) 8.160 9,000 (840) Supplies -Vehicle 62 150 (88) 1,796 1,800 (4) Telephone 1,122 1,000 122 14,940 12,000 2,940 Tools 541 200 341 4,257 2,400 1,857 Travel 1.078 1,000 78 6.692 3,500 3,192 Meals 2,802 0 2,832 3,656 0 3,656 Unffoims 688 350 338 8100 4,200 1,900 Waste Removal 0 0 0 0 0 0 ll Operating Expenses 33,863 47,894 (14,031) 618,362 681,241 37,121 contribution 140,061 110,115 29,936 1820,568 1,613,224 307,334 Other Expenses Administrative Fees 2,000 2,000 0 24,000 24,000 0 Ad Valorem Tax 0 0 0 0 0 0 Allocated Wages 0 0 0 1,701 0 1.701 Legal/Accounting 760 500 260 17,866 10,000 7,868 Management Travel 0 1,500 (1,500) 24,076 18,000 6,076 Management Meals 0 0 0 2,858 0 2,858 Donations 1.052 2,084 (1,032) 27,486 25,000 2,486 Promotion 0 0 0 0 0 0 Extraordinary (9,320) 0 (9,320) (19,341) 0 (19,341) Total Other Expenses (5,508) 6,084 (11,592) 78,646 77,000 1,646 NOI (Before Foos) 145,659 104,031 41,628 1,741,912 1,436,224 305,688 Management Fees 8,545 6,242 2,303 104.513 86,174 18,339 Net Operating Income 137,014 97,789 39,225 1,637,399 1,360,050 287,349 Non Operating Expenses GP Fees 6,002 4,890 1.112 81,879 67,500 14,379 Amortizaton 1,963 7.200 (5,237) 122,293 86.400 35,893 Amortization- Retail Lease/TI (2,841) 285 (3,126) 3190 6,345 (3,155) Depredation 19,660 16,600 3,060 201,842 199,200 2,642 Interest Expense 65,105 21,740 43,365 358.319 260,880 97,439 Interest Income (1,679) (400) (1,279) (5,361) (4.800) (581) Total Non Operating Espana 88,210 60.315 37,896 762,162 616,626 146,637 Net Income 48,804 47,474 1,330 $ 876,237 734,526 140,712 t 2007 CB Richard Ellis, Mc. EFTA00787897 AMERICAN YACHT HARBOR & MARINA ADDENDUM F CZM PERMITS O 2007 CB Richard Ellis, Inc. EFTA00787898 ASSIGNMENT OF COASTAL ZONE MANAGEMENT PERMIT NOS. CZT-4-99(W), CZT-81-87(L) and CZT-53-85(SL) ASSIGNMENT made this (3 1"day of kallear , 2006 from MOF VI Limited Partnership, a U.S. Virgin Islands limited partnership, whose mailing address is, r 'S 4801 Spring Valley Road, Suite 80, Dallas, Texas 75244 (the "Assignor") to IGY-AYH vigtG r" NW ST. THOMAS HOLDINGS, LLC, a U.S. Virgin Islands limited liability company whose & ai , tr =Lt-0" mailing address is do Island Capital Group LLC, 717 Fifth Avenue, 18i6 Floor, New York, New York 10022 (the "Assignee'). WHEREAS, Assignee is the Permittee under Coastal Zone Management Permit Nos. CZT-4-99W, CZT-81-87L and CZT-53-85SL with effective dates of September 14, 2000, May 12, 1988 and January 24, 1986, respectively, copies of which are attached hereto as Exhibits A, B and C and made a part hereof, together with any and all modifications, extensions, renewals, applications for renewal and reconstruction permits issued in connection therewith (collectively, the "CZM Permits'), granted by the St. Thomas Committee of the Virgin Islands Coastal Zone Management Commission as Permittor, respecting the development, use and occupancy of the Premises described in Exhibit D attached hereto and made a part hereof together with the adjoining submerged lands; WHERX4S, Assignor and Assignee entered into a Purchase and Sale Agreement dated as of &cf. 6cr 2.3 , 2006 ("Agreement") pursuant to which Assignee agreed that it would accept delivery from Assignor of, and Assignor agreed to assign, transfer and deliver to Assignee, on the Closing Date (as defined in the Agreement), Assignor's right, title and interest in the Property (as defined in the Agreement) and Assignor agreed to deliver to Assignee an assignment, transfer and delivery as to Assignor's rights under the CZM Permits to be sold to Assignee, and Assignee agreed that Assignee would sign this document to evidence Assignee's assumption of the liabilities to be assumed by Assignee under the provisions of the CZM Permits; and WHEREAS, by this Indenture, Assignor intends to assign and transfer to Assignee, its successors and assigns, all of the Assignor's interest in the CZM Permits to be sold to Assignee as provided in the Agreement; NOW, THEREFORE, pursuant to the Agreement and in consideration of the premises and of other valuable consideration, the receipt and sufficiency whereof are 0 hereby acknowledged, and of the mutual covenants herein set forth, Assignor has o assigned, transferred, sold, remised, released, alienated, set over and confirmed and by xr these presents does assign, transfer, sell, remise, release, alienate, set over and confirm ru unto Assignee, its successors and assigns, forever, as an entirety, all of the rights and interests in the CZM Permits. TO HAVE AND TO HOLD all of the aforesaid rights and interests hereby ca assigned, transferred, sold, remised, released, alienated, set over, and confirmed or CLI intended so to be unto Assignee to and for the use of Assignee, its successors and assigns. O 2007 CB Richard Ellis, inc. EFTA00787899 AND IN FURTHER CONSIDERATION as aforesaid, Assignor and Assignee, respectively, each for itself, its successors and assigns, has covenanted, bargained and agreed and by this Indenture hereby covenants, bargains and agrees each to and with the other, its successors and assigns, as follows: 1. Upon written request of Assignee, Assignor, from time to time, will execute and deliver to Assignee, without fluffier consideration but without expense to Assignor, such other and further instruments of assignment and transfer as Assignee may reasonably request for the more effective assignment and transfer to Assignee of any of the aforesaid. 2. Assignor hereby makes, constitutes and appoints Assignee the true and lawful attorney-in-fact of Assignor, with full power of substitution, in the name and stead of Assignor, but on behalf and for the benefit of Assignee, to demand and receive any and all of the aforesaid rights and interests of Assignor, and to give receipts and releases for and in respect of the same, and any part thereof, and from time to time to institute, prosecute, appear in, defend and appeal in the name of Assignor, or otherwise, at the expense and for the benefit of Assignee, any and all actions, suits and proceedings at law, in equity or otherwise, which Assignee may deem proper in order to collect or reduce to possession any of the aforesaid rights and interests of Assignor and/or in order to collect or enforce any claim or right of any kind hereby conveyed or assigned and transferred, or to resist or defend against any claim, debt, obligation, liability or assertion or a liability assumed by Assignee, or intended so to be, and to do all acts and things in relation to the rights, interests, liabilities and obligations which Assignee shall deem desirable, Assignor hereby declaring that the foregoing powers are coupled with an interest and are and shall be irrevocable by any act of Assignor, or by its winding up and dissolution, or in any other manner or for any reason whatsoever. 3. Assignee agrees to assume, and hereby does assume, and agrees to undertake, perform and pay any and all obligations of Assignor arising on or after the date hereof in respect of the CZM Permits existing or incurred on or after the date hereof (collectively, the "Assumed Obligations") and Assignee hereby indemnifies and holds harmless Assignor against any and all losses, costs and expenses (including, without limitation, reasonable legal expenses) resulting from or relating to the Assumed Obligations. 4. This Assignment is made pursuant to the provisions of 12 Virgin Islands Cod; Sections 901, et seq. and the Rules and Regulation promulgated thereunder. 5. This Assignment shall become effective immediately upon the later of (a) the approval of the St. Thomas Coastal Zone Management Committee or (b) the Closing Date as defined in the Agreement. 6. This Indenture shall be governed and construed by the laws of the U.S. Virgin Islands and shall bind and inure to the benefit of the parties hereto and their respective successors and assigns. O 2007 CB Richard Ellis, Inc. EFTA00787900 IN WITNESS WHEREOF, the parties have duly executed this Indenture on the day and year first above written. Signed in the presence of: GRANTOR: MOF VI LIMITED PARTNERSHIP, a United Witness: States Virgin Islands limited partnership Print Name: By: American Yacht Harbor, Corporation, its Witness: General PasMer Print Name: By: Ronald W. Rhoades, President Witness: GRANTEE: Print Name: IGY-AYH ST. THOMAS HOLDINGS, LLC, a U.S. VirginlslfhIdj3imited liability company Witness Print Nam By: .aor Name: /.74.4., w. Title: Duly Authoriz Signatory Seth A. Cohen STATE OF IA 4,....9•41I NOTARY PUBLIC, State of New Yort ) ss: No. 02C06146307 COUNTY OF /b. J tc ) Qualified in King County Commission Ex • May 15 2010 The foregoing instrument was acknowledged before me this } day of )9,t , 2006, by Ronald W. Rhodes as President of American Yacht Harbor Corporation, a Delaware corporation, as General Partner of MOF VI Limited Partnership, a U.S. Virgin Islands limited partnership,onrbehalf of said corporation and said limited partnership Notary STATE OF (Lb lay ) ) ss: Cohen COUNTY OF 111^..1 /4.1.41( ) NOTARY P LIC No.02 A., State of New York 46307 ob 4 The foregoing instrument was acknowledged bee , 2006, by Pita V. Le... as the duly authorized signatory o YftlirkrITOLDINGS, LLC, a U.S. Virgins4Islands limited liability company, a U.S. Virgin Islands led liabi mpany, on behalf of said limited liability company. Notary 2007 CB Richard Ellis, Inc. EFTA00787901 81/19/2887 3:876M Official Record; of ST THOMAS/ST JOHN VILMA a. HART SMITH RECORDER OF DEEDS GOVERNMENT OF THE VIRGIN ISLANDS OF THE UNITED STATES -o DEPARTMENT OF PLANNING AND NATURAL RESOURCES Division of Coastal Zone Management Cyril E. King Airport, Terminal Building Second Floor St. Thomas, Virgin Islands 00802 Fax: Tel. ASSIGNMENT Coastal Zone Management Major Permit Nos. CZT-4-99W; CZT-53-85(SL) and CZT- 81-87(L) Permittee: MOF VI LIMITED PARTNERSHIP 1). AUTHORITY. These Assignments are for Major Permit Nos. CZT-4-99W; CZT- 53-85(SL) and CZT-81-87(L) and is requested pursuant to V.I. Code, Title 12. Section 910 (e) and V.I. R&REGS, Title 12, Section 910-15 (b). SCOPE. The scope of work described in CZM Major Permit Nos. CZT-4-99W; CZT-53-85(SL) and CZT-81-87(L) have been completed. All conditions of these three (3) Major CZM Permits have been met. TERM. These Assignments become effective on the date they are issued by the Chairman of the St. Thomas Committee of the CZM Commission, pursuant to V.I. Rules and Regs., Title 12, Section 910-15 (c). ASSIGNOR The Assignor is MOF VI LIMITED PARTNERSHIP. All documents required by the V.I. R&REGS, Title 12, Section 910-5 (b) has been received by this Department/Division of Coastal Zone Management. ASSIGNEES The Assignee is IGY-AYH ST. THOMAS HOLDING, LLC. The Assignee has executed all documents required in accordance with V.I.R&REGS, Title 12, Section 910-15(b). CONDITIONS OF THREE (3) PERMITS All conditions of Major Permit Nos. CZT-4-99W; CZT-53-85(SL) and CZT-81-87(L) have been complied with. DOCUMENTS INCORPORATED BY REFERENCE/EXHIBITS Application letter to assign Major Permit Nos. CZT-4-99W; CZT-53- 85(SL) and CZT-81-87(L) W' 2007 CB Richard Ellis, Inc. EFTA00787902 Fee receipt of $1,500.00 for the Assignments of each Major Permit Nos. CZT-4-99W; CZT-53-85(SL) and CZT-81-87(L) as required by Section 910-5(g)(1) of the CZM Rules and Regs.. C. Affidavit of MOF VI Limited Partnership (Assignor) requesting approval and consent to the Assignment of Major Permit Nos. CZT-4-99W; CZT-53- 85(SL) and CZT-81-87(L) to IGY-AYH ST. THOMAS HOLDINGS, LLC (the "Assignee"). Affidavit of IGY-AYH ST. THOMAS HOLDINGS, LLC ( the "Assignee") to specifically undertakes (a) to operate and use the property and rights accorded under the CZM Permits in accordance with the terms and conditions of the CZM Permits (Major Permit Nos. CZT-4-99W; CZT-53- 85(SL) and CZT-81-87(L), and (b) to further assign the CZM Permits strictly in accordance with and pursuant to the rules and Regulation of the CZM to an assignee approved by the CZM. E. Copies Major Permit Nos. CZT-4-99W to expire on Septemebr 14, 2010; CZT-53-85(SL) to expire on February 17, 2011 and CZT-81-87(L) land-based facilities completed. APPROVAL. The documents submitted in support of the Assignments of Major Permit Nos. Major Permit Nos. CZT-4-99W; CZT-53-85(SL) and CZT-81-87(L) has been accepted. The Assignments of Major Major Permit Nos. CZT-4-99W; CZT-53- 85(SL) and CZT-81-87(L) are hereby APPROVED pursuant to V.I. R&Regs, Title 12, Section 910-5 (b). Austin M. Monsanto 114 D e ,7e7 Chairman St. Thomas CZM Committee :le 2007 CB Richard Ellis, Mc. EFTA00787903 AFFIDAVIT OF IGY-AYH ST. THOMAS HOLDINGS, LIE SUBMITTED 124 CONNECTION WITH ASSIGNMENT OF CZM PERMIT NOS. CZT-4-99W, CZT-81-87L AND CZT-53- 85SL STATE OF AL lork COUNTY OF Alta, rk Mi t t Li. Ltl , being first duly sworn upon his oath deposes and says: 1. He is the Duly Authorized Signatory of IGY-AYH ST. THOMAS HOLDINGS, LLC (the "Assignee"), and in such capacity is authorized to make this affidavit. 2. As part of a transaction with MOF VI Limited Partnership, a U.S. Virgin Islands limited partnership, to purchase the property known as American Yacht Harbor, the Assignee will receive an assignment of Coastal Zone Management Permit Nos. CZT- 81-87L, CZT-4-99W and CZT-53-85SL together with all modifications, extensions and renewals, if any, issued in connection therewith (the "CMZ Permits") to be effective upon the later to occur of (a) the approval of St. Thomas Committee of the Coastal Zone Management Commission ("CZM") of said Assignment or (b) the Closing Date. 3. The Assignee specifically undertakes (a) to operate and use the property and tights accorded under the CZM Permits in accordance with the terms and conditions of the CZM Permits, and (b) to further assign the CZM Permits strictly in accordance with and pursuant to the Rules and Regulations of the CZM to an Assignee approved by the CZM. 4. This affidavit is made and given pursuant to 12 V.I.R. & R. Section 910- 15(bX2) in support of the application for the CZM's approval of the assignment of the CZM Permits to the Assignee. SI/19/2007 3:97PM Official Records of IGY-AYH ST. THOMAS HOLDINGS, LLC, ST THOMAS/ST JOHN a U.S. Vi a n Isl .mited liability company VILMA O. HART SMITH RECORDER OF DEEDS Y' Name: Atv. W. tar, Title: Duly Authorized Signatory DATED: %re. 13 , 2006 0 2007 CB Richard Ellis, Inc. EFTA00787904 Subscribed and sworn to me this rday of a ctinto.4, , 2006 Set A. Cola Public NOTARY PUBL1C20061S s tate on*, yak [SEA o. 0 46307 Qualified in King County Comm Expires Mg 13 My Commission Expires: mai C I po i 0 2010 0 2007 CB Richard Ellis, Inc. EFTA00787905 81/19/2887 3:87PM Official Records of ST I/011AS/ST JOHN NINA 0. HART SMITH RECORDER OF DEEDS AFFIDAVIT OF MOF VI LIMITED PARTNERSHIP REQUESTING APPROVAL AND CONSENT TO ASSIGNMENT OF Coastal Zone Permit Nos. CZT-4-99(W), CZT-53-85(SL) and CZT-81-87(L) STATE OF AL +.4 ) ss: COUNTY OF 4 1/4 g/ +tic Ronald W. Rhoades, being first duly sworn upon his oath deposes and says: 1. He is the President of American Yacht Harbor Corporation, the General Partner of MOF VI LIMITED PARTNERSHIP (the "Assignor"), and in such capacity is authorized to make this Affidavit. 2. As part of a transaction with IGY-AYH ST. THOMAS HOLDINGS, LLC (the "Assignee"), the Assignor will assign Coastal Zone Permit Nos. CZT-4- 99(W), CZT-53-85(SL) and CZT-81-87(L) together with all modifications, extensions and renewals, if any, issued in connection therewith (the "Permits") to be effective upon the approval of the St. Thomas Committee of the Coastal Zone Management Commission ("CZM") of said Assignment. 3. The Assignor specifically requests the CZM's approval and consent to the Assignment of the Permits and provides with the Application for Consent to Transfer the Permits, the following: (a) an original Assignment of Coastal Zone Management Permit Nos. CZT-4-99(W), CZT-53-85(SL) and CZT-81- 87(L) as Proof of Legal Interest of the Assignee, (b) this Affidavit requesting assignment and transfer, (c) the Assignee's Affidavit stating that it will honor all conditions of Coastal Zone Management Permit Nos. CZT-4-99(W), CZT- 53-85(SL) and CZT-81-87(L) and (d) the Assignor states and confirms that it is in compliance with Act No. 5270 of 1987. 4. This Affidavit is made and given pursuant to 12 V.I.R.&R. Section 910- 15(bX4) in support of the Application for the CZM's approval of the assignment of the Permits to the Assignee. MOF VI LIMITED PARTNERSHIP By: American Yacht Harbor Corporation, DATED: /2-6 , 2006 By: Ronald W. Rhoades, President 1 0 2007 CB Richard Ellis, Inc. EFTA00787906 Subscribed and sworn to before me this ( day of D enoAnt , 2006. ary P 'lie My Co ssion Expires: [SEAL] Seth A. Cohen NOTARY PUBLIC, State of Now York No. 02CO6146307 Qualified in King County Commission Expires May 15, 2010 2 rO 2007 CB Richard Ellis, Inc. EFTA00787907 EXHIBIT A COASTAL ZONE MANAGEMENT PERMIT NO. CZT-4-99(W) 81/1912007 3:07PH Official Records of ST THOMAS/ST JOHN VILNA O. HART SMITH RECORDER OF DEEDS f0 2007 CB Richard Ellis, Inc. EFTA00787908 MAJOR COASTAL ZONE MANAGEMENT PERMIT NO. CZT-4.99W 1. AUTHORITY. This permit is issued by the St. Thomas Committee of the Virgin Islands Coastal Zone Management (CZM) Commission and is administered and monitored by the Department of Planning and Natural Resources (DPNR) on behalf of the Coastal Zone Management Commission pursuant to V.I. Code, S. 12, section 910 and 911, and any other provisions of the Coastal Zone Management Act applicable. As herein , ermitt or" is the St. Thomas Committee of the Virgin Islands Coastal Zone Management Commission and “Permittee" is MOF VI LIMITED PARTNERSHIP 2. SCOPE. (a). This permit approves the renewal of CZM Permit No. CZT-82.87W. The original permit which was issued on October 31. 1988. allowed the permittee to dredge the existing marina by 1.5 feet to allow fin adequate depth for the vessel s The permit also allowed the permittee to construct a rock armour wall and a ten (10) foot wide boardwalk. One hundred and fifty nine (159) parking spaces were also provided. The scope of work described in CZM Permit No. CZT-82-87W has been completed. This facility is located at and seaward of Parcel Nos. 18A-I , 18B and 18B-1, Estate Smith Bay, St. Thomas, Virgin Islands. (b). The Permittee is allowed to use, occupy and maintain the facility described above for the term ('7ERM") set forth below. It shall not constitute a property right and may be renewed only in accordance with V.I. Code, tit. 12, section 911. 3. TERM. This permit is effective upon its signing by the Chairman of the St. Thomas Committee of the V.I. CZM Commission, the Governor of the Virgin Islands, and ratified by the Legislature of the Virgin Islands or by the Committee on Planning and Environmental Protection, if the Legislature is not in session. As used belch the "Effective Date" or "the date hereof' means the date of such ratification. This permit will expire ten (I0) years after the Effective Date. The Permittee shall have the option to renew the permit within ninety (90) days before the permit expires and the renewal terms are subject to negotiations. This permit is issued fora definite term, tea (10) years, and shall not constitute a property right. 4. DOCUMENTS INCORPORATED_LIY REFE RENCE Exhibit A: A letter of Application to CZM Committee dated March Exhibit B: 12, 1999. Joint Army Corps of Engineers Application dated Exhibit C: March 12, 1999. Copy of Major Permit CZM Permit No. CZT-82-87W, Exhibit D: Site Plan dated July 26. 1995 MI © 2007 CB Richard Ellis, Mc. luamagoattri aaoz 1819903 t7catTintr IN4 nn/on,Tr EFTA00787909 Exhibit E: Special Warranty Deed between AYH Holdings and Exhibit F: MOF VI, Ltd. tiilLatc of Existence for MOF VI LIMITED PAR TNERSHIP. 5. GENERAL CONDMONS (a) Liability. The Perminee agrees to assume full and complete responsibility for all liability to any person or persons, including employees, as a result of its control of the area described in Paragraph 2 of this permit, and all improvements thereon (which area and improvements are hereinafter referred to as"the premises"), and to hold the Permittor free and harmless for civil or other liabilities of any kind during the time the Pennittee is in control of the premises pursuant to this permit. (b) Personal Property and Damage. All personal prop erty of any kind or description whatsoever located on the premises shall be there at the Perminee's sole risk. (c) Assiartment or Transfer. This permit may not be tran sferred or assigned except as provided in Section 910-15 of the V.I. R&REGS. (d) Permit to be Displayed. A placard evidencing the permit shall be posted in a conspicuous place at the project site during the entir e work period. (e) Beliance on Information and Data. The Permittee affirms that the information and data which it provided in connection with its permit application are true and accurate, and acknowledges that if subsequent to the effe ctive date of this permit such information and data prove to be false or inaccura te, the permit may be mod suspended or revoked in whole or in part, ified, and that the Commissioner or the Committee may. in addition, institute appropriate legal action. (t) Development to be Commenced. Any and all deve lopment approved by this Coastal Zone Permit shall begin within twelve (12) mon ths from the date this permit becomes effective and shall be continuous until completi on. Failure to perform at least fifty (50%) percent of the work within such period and continuously construc thereafter until the completion of construction t shall cause the permit to terminate automatically and render it null and void, unless the permittee requests an exte in writing and demonstrates to the satisfacti nsion on of the Committee that good exists for granting such extension. caus e (g) Notification of Completion. Upon completi on of any activity authorized or by this Coastal Zone Permit, the Pennittee shall required promptly so notify the Director ofthc Division of CZM and where the services of a professional engineer were required in undertaking the activity, acertification 0 fcom pliance provided by the project engineer that the plans and specifications of the project and all applicable V.I. requirements have been met, shall be filed Code with said Director. 2 COO t 2007 CB Richard Ellis, Mc. vsaaia9emig a007. P319901 rvJ or - an VAC AA.AA.TT EFTA00787910 (h) Inspection. The Commission, its Committee, the Com missioner or their authorized agents or representatives shall have the pow er to enter at reasonable times during project working hours upon any lands or wate rs in the coastal zone for which this Coastal Zone Permit has been issued The Pennitte t shall permit such entry for the purpose of inspection and ascertaining compliance with the terms and conditions of said Coastal Zone Permit. The Permit-tee shall prov ide access to such -records as the Commission, its Committee., or the Commissione r in the perfofmance of it or his duties under the CZM Act may require the Pcim ittee to maintain. Such records may be enzwnineri and copies shall be submitted to the Commission, its Committee or Commissioner upon request. the Conditions of Premises. The Developmen t authorized by this permit shall be maintained in a safe condition and in accordan ce with the description, plans, or drawings approved by the Commissioner or by the Committee, and all applicable Laws. Public Access to Shoreline. The Developmen t shall be operated so as to assure optimum public access to the shoreline. Restoration of Area. The Permittee, upon revocation or expiration of the perm shall upon order of the Committee or the Com it, missioner, and in their sole discretion, remove all structures authorized by the permit and/or comply with any directive of the Committee or the Commissioner in satis fying the original permit conditions in such time and manner as the Committee, or the Commissioner may direct (1) Notices. All notices sent or required to be sent hereunder must be by ecru:fed mail return receipt requested. If addressed to , the Permit-tor, same shall be sent to commicsioner of the Department of Plan the ning and Natural Resources, Cyril E. King Airport, Terminal Building, 2s Floor, St. Thomas, US Virgin Islands 00802 or such other place as the Pet-minor may hereinaft to er designate. If addressed to Permittee same shall be sent to MOF VI the LIMITED PARTNERSHIP, No. Campbell Road, Suite 2000, Dallas TX 6142 7524875, or to such place as the Perm may hereinafter designate by itter certified mail, return receipt requested. (m) Non Waiver. One or more waivers by the Pennittor of any covenant or cond this permit shall not be construed as a waiv ition of er of a further breach of the cove condition. The consent or approval of the Pe nant or minor to or of any acts by the Perm requiring the Pennittor's consent or appr ittee oval shall not be construed as appr any subsequent similar act by the Permittee oval of . (n) Revocation. It is specifically unde rstood that all the foregoing agreements, as well as other terms and covenants and special conditions hereby agreed Permhtee, are to be well and faithfully to by the kept by Pernittee and that any Permittee to keep same will result in revo faihut by cation of this permit. 3 too® ©2007 CB Richard Ellis, Inc. laamaseueR awn IR]suop DZSEctILOPC Ltd 81:60 00/90:Tt EFTA00787911 (o) Other Approval. If the development covered under this permit requires separa te and distinct approval from the United States Government or any agency, department, commission or bureau thereof, then no development or occupancy is allowe d wader this permit until such permits or approvals have been obtained. (p) Abandonment. If the Permittee abandons, deserts or vacates the premises or discontinues its operation at the premises for a period totaling six (6) conse cutive months, the permit will terminate automatically and be rendered null or void. (4) Sienaturcs on the Permit Document. The applicant shall sign and return the permit document to DPNR within sixty (60) days of receipt thereof Failure to return the signed permit within the time period specified herein will be considered a rejection of the terms and conditions of the permit and will render the offer of the permit null and void, unless the applicant request a written extension and DPNR grants the written extension. (r) Patugge and Reuel. of Premises Descthed in Paragraph 2. In the event of damage to or destruction of the premises described in paragraph 2 hereof; repair work may be done only after the patina has notified DPNR in writing. 6). S.rignigsonman a). Items 6(c), 6(1). 6(m), 6(q), 6(w). 6(y), 6(dd) of approved CLNA permit No. CZT- 82-87W shall remain in full force and effect. b). Item 6 (ft): Fire fighting equipment appropriate for the docking facilities shall be made available at the dock at all times. 7). FEES Pursuant to V. TR& BEGS Title12, Section 910-5(e) 8, the Comm issioner of the Department of Planning and Natural Resources negotiated the following fees to be paid by the Pennittee. a). An annual fee of twenty-five thousand dollars (525.000.00) per year was negotiated. Said annual fce is for the 10 foot wide boardwalk (10,70 0 sq.ft.) occupying the submerged lands. b). The first payment of the annual fees in paragraph 9 (a) above, shall be made payable to DPNR within five (5) days after the legislature ratifie s this permit. c). The annual fees payable under this permit shall be adjust ed at the commencenrot of the second (2n°) year of the permit term, and every year thereafter until the sixth (6") year in accordance with the increase of the Consumer Price index as established by the U.S. Department of Labor. Bureau of Labor Statist ics for "All Items, All Urban Consumers (1967-100%), (the "CPI") as follows, provided, however, that in no event shall the annual fee under any yearly adjustment be greater than 150% of the $25,000 annual fee during the initial sixty (60) months of the tam of the permit term. 4 cool t2007O3Richard Ellis, lac. unauatta0SR augn Tolgoo3 PZS6tTLOtC tV4 61:d0 NOR 00/90/IT EFTA00787912 (i). The CPI as of the first (I") month of the second (2 year of the term of the permit and the first (I°) month of each subsequent year of the permit shall be the "base price index" and the CPI as of the month immediately preceoding the commencement of the second (2id) year of the permit term and the commencement of each subsequent year of the permit term until the sixth (6th) year of the permit term shall be the "current price index". • (ii). The current price index shall be divided by the base price index and the quotient thereof shall be multiplied by the sum of the annual fee of the prior year. (%). The resulting product shall be the Annual Base Fee %r the current year. (iv). At the end of the fifth (5°) year of the permit term, the manual fees shall be renegotiated. In no event shall any fee determined in the above manner be reduced below an annual fee of S25,000.00 5 900q1 S 2007 CB Richard Ellis, Mc. luamagentm agoZ Telsmon tZglitTLAPC ry OZ:RA cAR 40/A0:17 EFTA00787913 IT IS EXPRESSLY UNDERSTOOD by the parties hereto that the title to all land which is altered or occupied on the basis of this perm submerged or filled it is in the Government of the Virgin Islands, and the Permittee shall have no right or interest therein, of any kind whatsoever, other than such rights as are expressly set forth herein, and that this instrument is not a lease. IN TESTIMONY WHEREOF, the parties herein have hcreunto set their hands and seals on the days and years appearing herein below. ST. THOMAS COMMITTEE OF THE VIRGIN ISLANDS CZNI COMMISSION Permittor By: _dad nt.."LeAke.01-,-.-7 2- 7 - 0c) Albert Paiewonsky, Chairman, Date St. Thomas CZM Committee MOF VI IIMITF.D PARTNERSHIP Pernintee By- Jo CIS Date Se Vice President, MOF VI, LTD. PPROVED 27/1/0 Governor of the Virgin Islands Da • RATIFIED Legislature of the Virgin Islands President of the Legislature Date Or if the Legislature is not in session Committee On Senn ng & Environmental Protection Chairman Date 0- 2000 t 2007 CB Richard Ellis, Mc. EFTA00787914 I. Mi. John Powers, Senior Vice President ofMOF VI LIMITED PARTNERSHIP do hereby certify that as Senior Vice President of MOF VI LIMITED PARTNERSHIP, I am duly authorized and empowered to sign this it on behalf of MOF VI LIMITED PARTNERSHIP. John Po nior Vice President Date SWORN AND SUBSCRIBED before me thisj2Day of 0) -J 2000 J. Daryl Dodson LtiP 9945 Commies:an Expires: January 2003 7 onnld 2007 CB Richard Ellis, inc. ioaossoneli auoz toiseo3 II/et/Ott /Y4 OVO0 NOR 00/90/TT EFTA00787915 61/19/2007 3:87Pif Official Records of ST THOMAS/ST JOHN r' . WILMA.% HART SMITH RECORDER OF DEEDS GOVERNMENT OF THE VIRGIN ISLANDS OF THE UNITED STATES 0 DEPARTMENT OF PLANNING AND NATURAL RESOURCES Division of Coastal Zone Management Cyril E. King Airport, Terminal Building Second Floor St. Thomas, Virgin Islands 00802 c' ox: Tel: (340) 774-132 11 December 4, 2000 • ".• Mr. John Powers Senior Vice President MOF VI Limited Partnership No. 6142 Campbell Road. Suite 2000 Dallas. TX. 7524875 RE: Request for Modification of Coastal Zone Management (CZNI) Major Permit Nos. CZT-4-99W & CZT-53-85SL: MOF VI LIMITED PARTNERSHIP Dear Mr. Powers:: On December 4, 2000. the St. Thomas Committee of the V.I. CZM Commission met to act on your request for modification of CZM Permit Nos. CZT-4.99W & CZT-53-85SL. The proposed modifications consist of the following: CZT-4-99W: Section 2. - SCOPE" delete in its entirety and insert the following, "This permit approves the use and occupancy of filled lands consisting of .64 I acres or 27,921.96 square feet. located at Parcel No. IS• W. Estate Smith Bay. No. I, 2, & 3. East End Quarter. St. Thomas. U.S. Virgin Islands." Section 3. "TEFtivr, after the last sentence in this section, the following language shall be inserted. -For financing purposes. this permit shall be deemed to be a lease of Parcel No. I 8-W. Estate Smith Bay. No. 1.2. & 3, East End Quarter. St. Thomas, U.S. Virgin Islands." Section 7 fa). FEES, delete in its entirety and insert the following language. "An annual fee thirty- of one thousand, five hundred and twenty two dollars. and twenty two cents (S31. 522.22 ) per year was negotiated. Said annual fee is for the use and occupancy of.64 I acres of filled lands located at Parcel No. 18-W, Estate Smith Bay, No. 1. 2. & 3, East End Quarter. St. Thomas. U.S. Virgin Islands." t 2007 CB Richard Ellis, Mc. EFTA00787916 CZT-53-85SL: Section 2.SCOPE, delete in its entirety and insert the following language, "This permit approves the use and occupancy of five docks, of which three are "T" shaped docks, twenty-eight (28) finger piers, a ten (10) foot wide boardwalk connecting the docks and a rock armor wall that runs parallel to the boardwalk on its landward side. The total square foot area ofthe structures occupying the submerged land is approximately I I, 194 square feet. This permit also approves the use and- occupancy of approximately 130,000 square feet of submerge area surrounding the structures that are listed above. This development is located seaward ofParcel No. 18-W, Estate Smith Bay, No. 1, 2, & 3, East End Quarter, St. Thomas. U.S. Virgin Islands." Section 7(a) FEES, delete in its entirety and insert the following language, "An annual fee of thirty thousand . My nine dollars, and sixty-nine cents ($30,059.69) per year shall be charged far the use and occupancy ofthe submerged land area occupied under this permit. Said fee is composed of the sum ofsix thousand, one hundred and fitly dollars(S6,I50.00)for the structures occupying submerged lands, seventeen thousand, nine hundred and seven dollars, and seventy three cents (S17,907.73) for the use of the mooring area around the structures. and a 25% increase pursuant to Section 7(d) of CZT-53-35SL." It was determined that the proposed modification does not change the nature, scope or characteristics of your approved Major CZM Permit Nos. CZT-4-99(W) & CZT-53-85SL. Therefore. your request for the modification, as described above, is hereby Approved. If you have any uestions or concerns, please feel free to contact Ms. Janice D. Hodge. Director of CZM at . Sincerely. / e) 71-17‘08-74fr. Austin Monsanto Acting Chairman. St. Thomas Cal Canuniitte:: cc: Dean C. Plaskett. Esq.. Commissioner Janice D. Hodge. Director. CZM Jul ita de Leon. Legal Counsel file A. James Casner W' 2007 CB Richard Ellis, Mc. EFTA00787917 EXHIBIT B COASTAL ZONE MANAGEMENT PERMIT NO. CZT-81-87(L) 91/19/2007 3:07PM Official Records of ST THOMAS/ST JOHN VILMA 0. HART SMITH RECORDER OF DEEDS 0 2007 CB Richard Ellis, Inc. EFTA00787918 EXHIBIT 3 MAJOR COASTAL ZO NE PERMIT 9O. CZT-81-57L 1. AUTHORITY. Planning and Na This permit is tural Resource issued by th Virgin Island s of the Go e Depart s (hereinafter vernment of ment of the Coastal Zo "The Depart the ne Management ment") on Chapter 21, Virg Co mmission pu be ha lf of in Islands Co rsuant to the Government de. As herein. "P Ti tl e 12, of the Virgin ermittor" is American Yach Islands and t Harbor Associ "Permittee" ates is SCCP£. This permit al twelve (12) of lows the Pe th rmittee to (2) remaining st e existing 14 builds, re demo ructures and th novation of lish new structures e construc th . The existing tion of four e two One hundred fi gas station (4} fty nine (159 orovided. Th 1 parking spac will be relocated. is facility wi es will be ll be locate ISE. 189-1 Esta d at Parcel :stands. te Smith Bay, s St. Thomas. Virgin TERM. This permit Ls the Chairman effective up of the Commit on its sign commission. pu tee of the Co ing by rsuant to V. astal Zone Authorization I. Code. Titl Management for constructi e expire if the on under this 12, Chapter 21. Permittee fa permit shal (12) months fr ils to commen l om the date th ce work wi is permit be th in twelve comes effect 4. DOCUMENTS INCO iv e. RPORATED BY REFERENCE. Exhibit A - Le tter of applic dated march Z9 ation to the commis , 1987. sioner, Exhibit 3 - CO M permit appl ication, date 1987. d March Z9, Exhibit C - Ma jor Environmen tal Assessment Re Exhibit D - Pu port. blic Works De 1 partment Map No. A9-44-ii Exhibit F. - Pr 5. oject drawings . GENERAL coNDIT ICNs. (a) Liability. Th e Permittee and complete agrees to assu responsibility me any person or for all liabil full persons, incl result of its uding employee ity to co s, as a paragraph Z of ntrol of the area describe this permit, d in thereon (which and all improv area and impr ements hereinafter re ov ferred to as "t ements are hold the Perm he premises"1 ©2007 CB RichoriSao.s. ittor free an d harmless for , and to trier liabilit civil or y to anv kinri EFTA00787919 COASTAL :ONE PERM IT NO. c2T-81 ?age -2- -97L GENERAL CONDITIO NS lb) Personal Prop erty and Dama property of an ge. All y kind or de personal located on th scription e premises Permittee's shall be th whatsoever sole risk. ere at the (c) Assigned or Tr ansfer. This transterrea or permit may assigned as be 910-15 of the provided in Regulations Section Management Act. of the Coas tal Zone (d) Permit to be Displayed. permit snail ne A placard evid posted in a encing the the project si conspicuous te during th place at e entire pe riod of work (e) Reliance on . information affirms that an d Data. The :he informat Permittee provided in co ion and data nnection with which it is true and accu its permit subsequent to rate, and ac application knowledges the effective that if such informatio date of this inaccurate, n and data pr permit the permit ma oves to be y be modified fa lse or - or revoked in , suspended whole or in Commissioner part, and that or the institute appr the Committee may, in opriate lega addition. l action. (f) Developmen t to be Comm development enced. Any an approved by d al shall be commen this Coastal Zo l ced within tw ne Permit the date this elve 112) mo permit become nths from to perform subs s effective. tantial work Failure thereafter un within such til the comp period and shall cause th leti e permit to la on of construction and void unle pse and rend ss an extensio er it null Committee. n is granted by the {g) Notifica tion of comp any activity au letion. upon thorized or re :ompletion Coastal Zone quired by this of Permit, the Pe so notify the rmittee shall District Dire promptly Permits office ctor of the Di of Coastal Zone Ma vi sion of Director") an nagement ("Th d, where the se e professional rvices of a engineer where undertaking required in the activity, compliance pr a ce rtification of ov applicable Vi ided by the project and all e 2007 CB Richard El' ?nit , sh rgin Islands Co all be filed de required ha with the nieor..-- ve been EFTA00787920 COASTAL ZONE PERM IT NO. CZT-31 Page -3- -87L 5. CONDITIONS (h) Inspection. The Commissi commissioner on, its Co or their au mmittee, the representati th ves shall ha orized agents or reasonable ti ve the power mes during to enter at any lands or wa project work ters in the in g hours up this Coastal :o co on ne Permit ha astal zone for which Permittee shal s been issu l pe ed. The of inspection an rmit such entry for th d ascertaini e purpose terms and cond itions of sa ng compliance with th The Permittee id Coastal e sh Zo as the Commissi all provide access to ne Permit. on, its Comm such records Commissioner ittee, or th in the perf duties under th ormance of it e e Act may re s or his maintain. Su ch records ma quire the Permittee to shall be submit y be examined ted to the Co and copies Committee or mmission. its the Commissi oner upon requ est. (1) Conditions of Premises. authorized by The developm this permit ent. a safe, attracti shall be ma ve and sati intained in in accordance wi sfactory cond drawings approv th th e descri ition and ed by the Co ption, plans or mmittee. U) Public Access to Shoreline. Section 910-10 To be consis (91 of Titl tent with :1 Rules and Re e 12 gulations, th . V. I. Code, Chapter not be operated e developmen so as to un t public access reasonably re shall to any recrea strict shoreline. tional areas of the (k) Restoration of Area. The revocation or Permittee, up expiration of on order of the co the permit. sh their sole di mm it te e or the Comm all upon scretion, re issioner. and authorized by move all struct in the permit an ures its original co d ndition, and/ restore the area to structures, an or modify such d/or comply the Committee or with any dire th ctive of the original perm e Commissioner in satisf it conditio ying manner as the n in such time committee, or and direct. the commission er may (1) :lotices. All no hereunder must tices sent or required to be certified be sent requested. If mail, return re ©2007C6Wordithei addres ceipt l be sent to th sed to the Permittor, same PlAnninfl Area 6. • e Co mmissioner nf EFTA00787921 COASTAL ZONE PERMIT NO. Pace -4- CZT-B1-87L _. GENERAL CONDIT IONS or to such ot he hereinafter de r place as the Permitto r, may addressed to signate by certified the Permitte mail. If American Yach e, same sh t Harbor As all be sent St. Thomas. V. sociates, to I. 00801 or . the Permittee to such ot Sox 1155O, may hereinaf her place certified ma ter design as il, return re ate by ceipt rece ipt reques (m) Nonwaive ted. r. One or mo of any covena re waivers by nt the not be construe or condition of this pe Permittor d as a waiver rmit shall of the covena of a furthe nt or condit r breach approval of th ion. and the e Permittor to consent or Permittee requ or of any ac iring the Pe ts by the approval shal rmittoris co l not be constr nsent or subsequent si ued as appr milar act by oval of an the Permitte y e. in) Revocation. It is specific all the foregoin ally unders g covenants tood that well as other and agreemen te ts agreed to by Pe rms and special conditio , as rm it tee and that ns here Permittee to keep same wi any failure by by - of this permit ll result in . revocation (o) Other Appr oval. If the this permit re development quires separa covere approval from te and distin d under th ct agency, depart e United States Governme ment, commissi nt or any then no develo on or bureau pment is allo th er eof. until such perm wed under th its or approv is permit obtained. als have been (p) Abandonment. If the Permit or vacates th tee abandons. e premises f: deserts (6) consecutiv r a period ,s e months with tall ing six notification ou to the Director t written acknowledged, an then the permit d receipt automatically will terminate and be rendered null and void. 5 SPECIAL CONDIT IONS. :a) All necessary fe shall be obtain deral and territorial perm ed prior to co its otherwise note nstruction, un d. less Three (3) comp lete sets of drAwinfl , ' EFTA00787922 COASTAL :ONE PE RMIT `7O. C:T-81 ?age -5- -87L 6. SPECIAL CONDITIO NS approval prio r to comm encement of in) construction. Filling will be revised site pl allowed in accordance an dated Augu with the st 21, 1987. (d) Building A wi ll revised site pl be constructed as per th an dated Augu e new businesses st 21, 1987, oriented. ho us ed therein shall and all be marine- e The proposed ob disallowed un servation tower :s to be ti which demonstr l plans are presented to ate compliance CP-OC:M restrictions in the W-1 zone with the height . ( f) Other qualific at residents as of ions being equal. Virgin the date of Is shall be given permit approv lands pr ef erence when po al available duri sitions beco ng the buildi me operation of ng , pr eparation and the project. - affirmative ac Additionally, tion officer an the responsibi shal lity for prepar l be appointed monitoring of at an annual affirm ion and ative action I g) A specific Irnd plan. scape plan fo shall be submit r :he entire te d to DP-OCH project to constructi for approval on. prior (h) Before construc tion or develo the Permittee pment commence shall deposit s, Department of in escrow with Planning and Na the Division of Pe tural Resource rm annum to be he its, the amount of 16.5'00 s, ld per from signing of for the duration of the proj be disbursed by this permit. These funds ect th e Commission wi ll of monitoring the constructi er for the purpose of this approv on ed project. An and development remains in th e escrow accoun y amount which project shall t at the end of be returned the later than te to the ?ermittee no n (1O) days af ter invoicing. Ii) A plan =hall be submitted pr of constructi io on showing the nu r to commencement egress points mber of access from Route 32 and mo ve me nt s conflicts. with minimal turnin CO 2007 CB Richard E&, This plan must g oy the Departme be approved nt of EFTA00787923 COASTAL CONE PE RMIT NO. O:T-81 ?age -5- -37L 6 SPEC:AL CONDITIO NS DP-ocZm must be acknowledged notified and response do properly three (3) workin cumented by at g days prior least construction to comm activities and encement of the development. upon comp letion of (k) An alternative erosion and plan shall be su bmitted to se dimentation be approved control DP-OCZM prior to by All erosion co th e initiati ntrol devices on of construction. properly mainta installed sh ined for effe all be development is ctiveness tu completed. itil the (1) Any mangrove to be cut will be supervised by th authorized and e DP-oCZM st aff. (m) Permittee shall co regulations rega mply with Coast Guard. rding the use of holding (n) tanks. Permittee must su bmit a letter Department of Pu blic Works to from the authorizing the DP-OCZM staf Permittee to f sewage system to ho ok-up their the public se wage system. ;o) The Fermittee sh all obtain th from the Division e required pe of Environmen rmits for the installati tal Protecti on and operat on electrical genera ion of the tor, and shal site plan showin l submit a re g the location vised prior to issuance of the genera of occupancy pe tors rmit. (p) The Permittee shal l provide 159 before occupancy parking spaces of the new fa cility occurs. (g) The owners and/or including those managers of th is crolect, responsible for operations shal it s future l cooperate wi Department of Ed th the J.I. ucation, Univer islands and othe sity of the Vi r agencies an rgin 'n their traini d ng programs fo Ins=mentalities industry, and ot r the hospitalit her operationa y industry. l aspects of th e (r) The Permittee sh all obta ©2007CBRichwd6/4Pu blic Works a driv in from the Department eway permit. EFTA00787924 CCASTAL ZONE PERMIT :4). ?age -7- _:T-e1 -87L sfECIAL COND ITIONS (C onc'd). architect re gistered in Islands, to the U. S. provide the Virgin evaluation da regulatory fl ta pursuant Chapter 5, Se to Title 29 ood ct . V.I. co structures de ion 294 (b)(4)-3 and de, signed accord the ingly. (t) The Perm ittee shall from the Divi obtain the sion of Envi required pe for the instal ronmental rmits lation and Protection osmosis desa lination planoperation of a reverse occupancy pe t prior to rmit. issuance of (u) A specif ic landscape shall be submit plan for the ted to the entire prior to comm DCZM for appr project encement of oval construction. (v) A reloca tion plan Ear the project si the existi te shall be ng businesses of Permits prio submitted to at r to commence Division construction ment of . (w) During the op erat shall be provid ion of this facility, sp ed for any em ace requiring temp er orary berthing gency vessel . (xl a permit to co nstruct a si western bounda dewa ry—of the Ivan lk from the School to the na Eudora Kean eastern bounda High site shall be ry of the projec obtained prio t commencement r to of constructi on of this proj ect. (Y) For the durati on of this pe subsequent go rmit and any vernment leas this ,:ermit, es which may su only marine -r pe shall be allo elated business rcede wed to operate es development. on the site of Prior to the this certificate of is suance of a occupancy, Pe a list of pros rm pective tenant ittee shall submit CZM Committee s to the St. Th for review and omas approval. (z) To ensure the opportunit businesses at y for the developmen the established their business t operations, an site to continue entities oper y persons or 2o in cl ating under a . it ko4gretment will le as be given the ri e or occupancy refusal to AD ght of Eircr .41-'' ' EFTA00787925 COASTAL DONE PERMIT NO. ?age -8- CIT-81-87L SPECIAL COMO/7 'GUS ( (aa) The location of filled bUilding A wi submerged ll conform land to the siti s and ng and location as indicated on dated August th 21. 1987. wh e revised site plan this permit. ich is an appendix to (bb) All dredge sp oi development si ls transported from th te will be e watertight ta transported nk trucks. in sealed , An economic im pact assessme to the OP-oc: nt shall be M staff for ap commencement proval prio submitted of constructi r to on. (dd) The dinghy do ck shall main dimensions, an tain its pres d no restaura ent thereon. nt be allowed (eel Fire fighting equipment ap docking facili propriate for ties shall be the the dock at al made availabl l times. Perm e at with the Virg ittee shall in Islands Fire consult ascertain the Department to necessary re Office of Coas quirements. tal Zone Mana The furnished an ap gement shall proved copy of be prior to comm the requirem encement of co ents nstruction. The developer shall submit to plan of the ar DP-OCZM a eas subjected detailed frequency stor to a 100 year m--boch tidal induced) prior and inland (r to constructi ain be taken of th on. Account e wave effect shall plan shall show for flooding. bo th flooding elevat The probable ener ions and gy impacts due to wave action gg 1 . :n addition. sp ecial conditio Permit No. 7-13 ns 2 through J. 7-81W, grante of Incorporated d to Lagoon Ma on September rina remained in ef 9, 19871, shall fect except this permit. where in confli ct with It 2007 CB Richard Ellis, Inc. EFTA00787926 CCAATAL ZON E PERMIT NO. Page -9- ZZT-81-87L IN TESTIMONY set their h WHEREOF, t ands and sea he parti herein belo ls on the d es herein have h ays and y e w. ears appe reunto aring GOVERNMENT OF THE VIRGI N ISLANDS, Permittor BY: Aait4/1- liad C( airman, St ....-c-L...... -,...-- . Thomas Com Coastal Zone Management mittee - ?eV- Commission Date AMERICAN -A C-: miAREOR A SSCCIATE2 Permictee Carl Freyer • / 2/..2s ir 1 DatyP e t 2007 CB Richard Ellis, inc. EFTA00787927 COASTAL 1O11E PERMIT HO. CZT-81-37I. Page -10- I, Car 1 H. Fr e yer , dO hereby certify that I am Par that of the General Amer trail 'Mar tor 'Ascc Lac lir; es, a United in Island Limited Partner States ship duly licensed to do business and/or registe in the U.S. red Virgin Islands, signed that Carl trivet; this permit who is General . Par of Fa _tn. , said limited _not he .s authorized by the Agreement a.: ?a...—. ship to execute Limited this permit in the name of rf said and in behalf Limited partnership. I further certify of this that the making permit is within the scope of the Limited partn rower s. ership's - Carl. H. Freye 7 1- r General Partn er :O AUO SUBSCR ISED before me % day of -C,4O.O. - . •.1 •••••,!Ntil .1 notary Public My Commist:cn (ions Mar. 31. 1293 If0 2007 CB Richard Ellis, Inc. EFTA00787928 EXHIBIT C COASTAL ZONE MANAGEMENT PERMIT NO. CZT-53-85(SL) O 2007 CB Richard Ellis, Inc. EFTA00787929 • COASTAL ZONE'PEMMIT MO. CZT-S1—86 (Renewal of SLIP No. 31; 216 SL and CT-L77-8114) 1. AUTHORITY. This permit issued by the Culigii-A7fairs of the GoVernment of theDepartment of Conservation and Oepartment ') an behalf of the Coastal Zon Virgin Islands (hereinafter -nit to Title 12, Chapter 21, Virgin Islands e Managemnst*Cmaisslon Code. As herein, 'Permi paiiitant Goverment of the Virgin Islands and 'Pe tte This permit supersedes Submerged Lan rmittee' is the Lagoon Mar r' is the ds Permits, SLP Mo. 31 and ina, ham. CZT-137-6IW. 216, and 2. SCOPE. This Permit is for the and-Zirto confora with the rules renewal of Sulaaerged Land Permits Me. 31 and regulations of Act CZT-E37-3211 hereto. The Permittee 4248, and to combine -xiszing marine facilities located is allowed to use. occupy and maintain the *inn on and seaward of Plots al. Z.—ate Emith Bay, la. I, 2 5 3 18-6. 78. h..1 virgin islands. Said facilities East End Quarter, St. Thnvms . five Y5) of wnich have finger pie consist of eiant (8) piers of various lengths. A to o, and C to 0; all witt rs attacned; a boardwalk ttorinq interconnecting dor= are at:act:ea to an unnumbered 2nt a bc.- rt.= Stn....-. The above, being described parcel of filled submerged in Exhibit A & 8 are att lan ds 0.2 7 ! U.S. Acre hereof. ached hereto and made a part 3. TERM. This 7.ermit fs effect the-rirtment of Conservation ive upon its approval by the Commissioner of and ratification by the Legislature of Cultural Affairs, the Governor, and Conservation, Recreation and Cultur the Virgin islanas or by the Committee on purluanz to Title 12, Chapte al Affairs if the Leg r 21, virgin Islands Code. islature is not in sass authorized by the co:dining of No construction is SLP 21.5 ana CZT-L37-81W herein. This permit shall expire suoject to renewal pursuant to Fiftwur(15) years after its effective date, of the Virgin Island Cad Title 12, Chapter 21, Sectio s e. n 911 Part (4, • cS -4= :OCT:TS :co2PORATTO 819 9.F.F 77:ENCZ. Er.etch describing piers ana re submer.ma !ands. Exn.1=1: 3 - Submerged !ands Permit ::a. 2. Submerged Lands Permit :la. at 3. CiT-127-alW 215 =%hibi: C - Title Survey Crawin a No. 1.353-6, rated c2rtifiea 120 t 2007 CB Richard Ellis, Mc. EFTA00787930 eTh altsTAL LONE PERIIT NO. CZT-53-85SL CONOrrr ONS (a) Liability. The Perarit-tee agrees to ass=e ful sioility for all liability to l and complete reerpa any person or persons, i ployees, as a result of its control including em- of the arta describ graph 2 of this . permit, and all ed in Para- improvements thereon (which area and itaprovetents are hereinafter ref erred _Pp as 'the and - to- hold the Peranttor free and premises"), liability of any kind during the harmless from civ-i-1 or time the Perzrittee is other -=- of the premises pursuant to this in control permit- (b) Personal Property and Damage. All personal property of description wnatsoever located any kind or on the on-wises shall Permittee's sole risk. be there at thi /-1 ssioned or transfer. This permit axcnot as orovicea in Section 910 may not to transferred or assigne -LE of the Regulations "..1.oastai 7.:me t•tanagement Act. 07: the Permit to be Displayed. ,:‘ pi acaro poste° in a conspicuous place at ev tient] na the permit the project site during snai l oe period of work. the entire Reliance on Information and Data. inrormation ana aata wnicn it pro The Peraittee affirms that the vided in connection with application is true and accura its permit te, and acknowleages tha to the effective date of this per t if subsequent mit such information and to be false or inaccurate, the data revoked in whole or in pa per mit may be modified, suspen proves rt, and that the Commis ded or zittee may, in addition, ins sioner or the Cart- titute appropriate legal action. (f) Oevelooment to be Cor rmenc.-kd- Any and all dev Coastal Zone Permit snail Oe elopment approved by thi the data this permit becrzes commenced within We've (12) months from work within such period and effective. Failure to perform substanti, tion, shall cause the per thereafter until the =pletion of constr. mit to lapse and render extension is granted by the it null and void un Colornittae. (g) llotification of Corpietion. Upon tom orizea or reguirea ov chid oletion of any activity autho- Coastal on:mot...Iv so notify the Director lan e Permit. tie Rermittae shall of the Division of Coa aaement ("The Director- ) and, stal Zane Man- where the services of a profes enaineer were required in und sional of compliance provided by the ertaking the activity, a rartification stecifications .raf the oroject project ericinear that -he :tons and and 211 anol icaole recuirisenos have been .-at, 'flroin islands ;Ode snail te filEA the t21 e.2007 CB Richard Ellis, Inc. EFTA00787931 . C COASTAL Pe7Nrr no. cr.-53-35a GENERAL CONDITIONS. te- (h) inspection. The Commission, its COmmit tee, the Commissioner or tnelr autnorized agents dr representati ves shall have the power to enter at reasonable times upon any lan ds,or waters in the coastal zone for which this Coastal Zane Per The Permittee shall permit such entry mit has teen issued for the purpose of . ting and ascertaining compliance with inspec— the terms and condit of said Coastal Zone Permit. The Permit ions tee to such records as the Commission, its Com shall provide access iidner in the performance of its or his mittee. or the Commis — require the Permittee to maintain. Suc dut ies under the Act may and copies shall be submitted to the Com h records may be &retai the Commissioner upon request. mission, its Cobiiitteened or • :1•1-faS e (I) Conditions of premises. The develo pme snail oe maintainea in a safe, attrac nt authorized by this permit and in accordance with the descripti tive and satisfactory condition on, plans or drawings ty :he Committee. approved Public Access to Shoreline. The dev elo as :o assure optimim ouoiic access to pment shall be operated so the snoreline. Rect.:ration of Area. ihe ;ermittee or tne permit, snai l upon order of . upon revocation or expiration the Committee or the Com and in their sole discretion, remove mis the permit and restore the area to all structures authorize sioner, d by modify structures, andior comply witits original condition, and/or mittee or the Commissioner in sat h any directive of the Com isfying the original permit - condition in such time and manner as sioner Nay direct. the Committee, or the Com mis- 1) 'unions. All notices sen t or requir oe oy certified mail, re:urn receip ed to be sent hereunder must the Permitter same shall be sent t requested. If aadressed to and Cultural Affairs, Government to the Commissioner of Conservation Box 4399, St. Thomas, U.S. Virgin of the Virgin Islands, Post Office place as the Permitter may her Islands 00301 or to such einafter designate by certif other If addressed to the Permittee, ied mail. same shall be sent to Lagoon Inc. Red Hook, St. Thomas, ?.I. the Permittee may hereinafter 00802. or to such other pla Marina, Designate by certified mail, ce as receipt requesteo. return %onwaiver. )ne or -ore waivers by or :onclizion of tnis dermit snail notthe P.ermittor cf any conven ant a further :reach of the c:nvenant or :e construes as a waiver of .pormval of the Permit:or :o or condition, and the consent or ing the Permitzar's consent or of any acts by the Permittee requir- aop app.-eve' of any subsequent similar rov ai shall not to construed as act tv the ;ter-mit:al. (n) :.evccztion. !t is soecifically cenvenanta and agreements. as ,elund ert:coo :hat a;1 the foregoing l as other r_Irms sna soe conditions hereoy agreea to oy cial fo1iy kept by Permit:5e ana ::aPer mistee. are :: oe well and faith- 122 t any failure hv © 2007 aikehacci ,m> c,. ; — •• . • • ' EFTA00787932 COASTAL ZONE PERMIT NO. CZT-53-85SL GENERAL CONDITIONS. (o) Other Approval. If the development cov requires separate and distinct approvalered under_ this permit Government or any agency, department, from the United States thereof, then no development is allowe com mission or bureau such permits or approvals have bee d und er this permit until n obtained.• (p) Abandonment. If the Permittee abandons, des premises or discontinues its operat ert or vacates the period totalling six (6) consecutive ion s at the premises for a_ ... terminate automatically and be mon ths , the n the perMit will rendered null and void. (q) Camaoe and Repair of Premises Described in Paraoraoh 2. i) in the event of damage to cr described in Paragraon 2 her cestruction :f :he :remises eof only after a request to do so , repair work may be done writing co the Department, and has been submitted in been granted. Repair must dup permission in writing has lic and must be accordance with app ate the original work, regulations. iicaoie law, rules and (ii) General maintenance or repair res and tear of operations may be car ulting from normal wear right under this permit, but mustried out as a matter of structural portion of the ;re be limited to the non- mises. 6. SFEC:AL CONDITIONS. (a) 'co new buildings or structure s are permitted unaer this permit. (b) An oil spill contingency pla n within three (3) of approval is to be filed with the Director, of this permit. (c) The boats which have toilet facilities or generate be eauipped with holding tanks was ashore. from which waste can Pe te shall punted (d) The Permit-zee shall survey and land as sucn with the Departmenrecord any and all filled submerged Department with a copy of sai t of Ruoiic Worss.zna furnisn the d drawings. (e The Fermi:tee shall apply to the License in order to ooerate the Department for 2 Terminal Facility therein. in accordance with Tit fuel terminal !,aciiities contained ,he Y.I. Code. le 12, Chapter :7, Section ;06 of 123 t 2007 CB Richard Ellis, Inc. EFTA00787933 • • •e. •.4 . •••. COASTAL ZONE PERNI7 30. CZT-53-65S1.. (f) The use of boat propellers for channel prohibited. clearance is strictly (g) The cutting, distruction or distruban (Rhizophoi-a mangel) is prohibite ce of Red Mangroves d. (h) No boat scrapings, waste, deb pollution matter shall be dep ris. petroleum products_or other -a-shorelands, which could causeosited in the waters, or O .:the pollution of the waters: such waste shall be disposed of r? manner. in an environmentally acceptable (i) Dinghy dock areas will be provided along the denerz! vicinity of cuoiic use. ulkhead or in the :J) Public access to the fill area will be maintained. • • - am••••• . • 124 © 2007 CB Richard Ellis, Mc. EFTA00787934 C C:ASTAL ::NE PERMIT NO. CZT-53-c=SL I 7. erre (a) A'fee of 529,265.53 per year payable in adv for the use and occupancy of the submersed ance shall be charged under -this permit. Said fee is com land area occupied for the structure occupying the pos ed 4f the sum of submerged lands, 5.17,3 56,150.00 the mooring area around this str 07. occupancy of 0.27± J.S.'acres ucture and 55.217.18 far 73 for of fil the is assessed pursuant to Section 910 led submerged lands. This fee regulation of the QM Act. -5 of the rules and Y)c:. (b) In accordance with the crovisions Condition 5 (f), and CZT-l37-81W, of SLP No. 216, Special :er year. ._...-active :a April 14,Fees 7 (a), a fee of £',;07.40 1978 lees (a) snail he assessed. For cal turruant SL? 216, retroactive fee shall terminate culation ourcoses, upon the approval zeta thi s permit. of this • The first oayment of the fees requir above shall become due and payabl ed in oaregreon 7 ta) b (b) the date when this permit is app e within thirty (30) aays from roved. On each fifth anniversary of the the rental fees established hereineffective date of this ;ermit Permitter and :he Fermittae. Any snail be renegotiateo by the rental fees shall be reesonaple, increase in the amount of zne but in any event sna exceed twenty-five (25 ) percent il not five (5) year period. of the fee for the precee ding (e) All fees payable under thiT per mit shall be paid to the regardless as to whether Permit permitter submerged land described herein tee actually occupies or , provided, however tha use s the permit is modified to decrea t if the se/increase the suomerged occupied, then the fees shall als o be decreased/incre lands so sistent therewith. ase con- 125 W' 2007 CB Richard Ellis, Mc. EFTA00787935 Z.IASTAL :DNE PERMIT 10. =7-53-Gift :7 :t =XPRcetLY :.;NDERS7000 byl the -parties hereto :hat. the :itie :O all suomerged or filled land which is altered or occupied this permit is in the Government of the Virgin on the basis of shall have no right or interest therein, of any Isla nds. .and the Permittee than such rights as are expressly set forth kind -wha tsoe ver, other ; herein, and that this instrument is not a lease. 7737TMONY WHEREOF, the parties herein hilie seals on the days and years appearing herein hereunto set their hands and below. GOVERNMENT OF THE VIRGIN tSLANOS /1 /7 rerrnitmcr ///2 er„,- c ca,4417/ /./ :=M1 2Sn cner. eh -7 -cnser i ,:f=airs / Date _AGCON ::ARMA, :NC. ?err:II:zee • a• r Date AP:=07ED 6/ nn. rno OF islanas 419.IL Date a4777:ED 'ac4 slat:rre of :he 717.17in :.-janas --asicent :ne 'or :'.e Laci:Lature is nct tn sessi pn Cznser-alyfon cn :.7mittaa - / .:dfairs • aL. • • ••••••••""... w4:Ztes • /// ; ..7 ft/ . 'an 'Ca :re 126 © 2007 CB Richard Ellis, Mc. EFTA00787936 C C2ASTAL :CNE PERMIT NO. CZT-52-OBSL Claudetta Smith , do hereby cart Asst. that : am the /Secretary of the Laacon Marina. Enc. , a torpor duly licensed and/or registered to do business in the U.S. • Virgin Islands, the qiiliom J. Clark who signed thit :ermit is ?resident of said -corporat ion the he was authorized by its Board of Directors to execute this permit in the name of and In behalf of said corporati on. I further certify that the making of tit oermit is within the scope of the corporation's powers. -• Asst. oecretzry :1232N • V ;No ZUBSCRIBED tefore ze / - 3, No:a ry c 127 t 2007 CB Richard Ellis, Mc. EFTA00787937 MODIFICATION OF COASTAL ZONE PERMIT NO. CZT-53785SL WHEREAS, a Coastal Zone Per mit CZT-53-85SL SLP No. 31; 216 and CZT-137-81W) Government of the Virgin Isl was issued by the = • ands, and ratified by Legislature-of the Virgin Isl the ands on February 18, 1986; and WHEREAS, a MEMORANDUM OF UND ERSTANDING dated April 1993 was executed between the 21, Government of-the Vir Islands, Department of Pub gin lic Works and the Dep Planning and Natural Resour artment of ces (on behalf of the of the Virgin Islands) and AME Government RICAN YACHT HARBOR wherein the Government of the ASSOCIATES, Virgin Islands agreed accept 1,537 square feet of to property owned by Ame arbor Associates by approp rican Yacht riate deed to the Gov the Virgin Islands in exchan ertment of ge for a ten (10) year of the subject CZX Permit, CZT-53-85SL, all as moreextension *described therein; and fully WHEREAS, the Governor of the 1993 approved the said MEM Virgin Islands on March ORANDUM OF UNDERSTANDING 24, Legislature of the Virgin Isl and the 9v Planning and Environmenta MEMORANDUM OF UNDERSTANDIN ands, through its Commit l Protection, ratified the G on April 21, 1993; and tee on said WHEREAS, a WARRANTY DEED dated September 16, 199 duly executed and has been 1 was held in escrow pending finalization of this matter and has now been duly for recording by the Govern received ment of the Virgin Island 's. NOW, THEREFORE, in consid and agreements of the par eration of the mutual ties to the MEMORANDUM covenants UNDERSTANDING as set forth OF therein, THE ST. THOMAS ZONE MANAGEMENT COMMITTEE COASTAL , having met and having considered this matter ful duly ly, and having further on this matter on Octobe duly voted r 7, 1993, and having dul such vote, y recorded IT IS HEREBY THE ORDER OF THE MANAGEMENT COMMITTEE, that ST. THOMAS COASTAL ZON CZT-53-85SL be, and the E hereby, extended from Feb same is ruary 17, 2001 to Februa 2011. ry 17, Except as hereby modifi ed, all other terms and provisions of said CZT-53 -85SL remain in full for effect. ce and DATED: October/', 1993 ST. THOMAS COASTAL ZON E MANAGEMENT COMMITTEE (of the CZM Commiss, :o? „ /C/</T:;„,-- Albert Paiewonsky, air man 128 2007 CB Richard Ellis, Inc. EFTA00787938 r. " st GOVERNMENT OF THE VIRGIN ISLANDS OF TIIE UNITED STAT ES 0 DEPARTMENT OF PLANNING AND NATURAL RESOURCE S Division of Coastal Zone Management Cyril E. King Airport, Terminal BuildingSecond Floor SI. Thomas, Virgin Islands 00802 Tel: 0 December 4, 2000 • Mr. John Powers Senior Vice President MOF VI Limited Partnership No. 6142 Campbell Road. Suite 2000 Dallas. TX. 7524875 RE: Request for Modification of Coastal Zone Management (CZM ) Major Permit Nos. CZT-4-99W & CZT-53.85SL: MOP VI LIMITED PARTNERS HIP Dear Mr. l'owers:: On December 4. 2000. the St. Thomas Committee of the V.I. CZM Commission met to act on your request for modification of CZM Permit Nos. CZT-4-99W & CZT-53.85SL. The proposed modifications consist of the following: CZT-4-99W: Section 2. "SCOPE" delete in its entirety and insert the follow ing. "This permit approves the use and occupancy of filled lands consisting of .64 I acres or 27,92 I .96 square feet, located at Parcel No. 1S- W, Estate Smith Bay. No. I, 2. & 3, East End Quarter. St. Thomas, U.S. Virgin Islands." Section 3. "TERM", after the last sentence in this sectio n, the following language shall be insert "For financing purposes. this permit shall be deemed to be ed. a lease of Parcel No. 18-W. Estate Smith Bay. No. I, 2. & 3, East End Quarter. St. Thomas, U.S. Virgin Islands." Section 7 (a). FEES, delete in its entirety and insert the follow ing language, - An annual fee of thiny- one thousand, live hundred and twenty two dollars, and twenty two cents ($31. 522.22 ) per year was negotiated. Said annual fee is for the use and occupancy of.64 I acres of filled lands located at Parcel No. I8-W, Estate Smith Bay, No. I. 2. & 3, East End Quarter, St. Thomas. U.S. Virgin Islands." W' 2007 CB Richard Ellis, Mc. EFTA00787939 CZT-53-85SL: Section 2.SCOPE, delete in its entirety and insert the following language, "This permit approves the use and occupancy of five docks, of which three are "T" shaped docks, twenty-eight (28) finger piers, a ten (10) foot wide boardwalk connecting the docks and a rock armor wall that nuts parallel to the boardwalk on its landward side. The total square foot area ofthe struct ures occupying the submerged land is approximately 11, 194 square feet. This permit also approves the use and- occupancy of approximately 130,000 square feet of submerge area surrounding the struct ures that are listed above. This development is located seaward ofParcel No. I 8-W, Estate Smith Bay, No. I, 2, & 3, East End Quarter, St. Thomas, U.S. Virgin Islands." Section 7(a) FEES, delete in its entirety and insert the following langu age, "An annual fee of thirty thousand fifty nine dollars, and sixty-nine cents ($30,059.69) per year shall be charged for the use and occupancy of the submerged land area occupied under this perm it. Said fee is composed of the sum ofsix thousand, one hundred and fifty dollars($6,150.00)for the struct ures occupying submerged lands, seventeen thousand, nine hundred and seven dollars, and seven ty three cents (517,907.73) for the use of the mooring area around the structures. and a 25% increa se pursuant to Section 7(d) of CZT-53-85SL." It was determined that the proposed modification does not change the nature, scope or characteristics of your approved Major CZM Permit Nos. CZT-4-99(W) &CZT -53-85SL. Therefore, your request for the modification, as described above, is hereby Approved. If you have an uestions or concerns, please feel free to contact Ms. Janice D. Hodge. Director of CZM at Sincerely. / • Austin Monsanto Acting Chairman. St. Thomas CZM Commiim: cc: Dean C. Plaskett. Esq.. Commissioner Janice D. Hodge. Director. CZM Julita de Leon, Legal Counsel file A. James Casner W' 2007 CB Richard Ellis, Mc. EFTA00787940 EXHIBIT D PROPERTY DESCRIPTION Parcel No. 18A-1 Remainder Estate Smith Bay Nos. 1, 2 and 3 East End Quarter St. Thomas, U.S. Virgin Islands as shown on O.L.G. Drawing No. D9-5196-T91 dated February 19, 1991, consisting of 0.22 acre, more or less, Parcel No. 18B-1 Remainder Estate Smith Bay Nos. 1, 2 and 3 East End Quarter St. Thomas, U.S. Virgin Islands as shown on O.L.G. Drawing No. D9-5196-T91 dated February 19, 1991, consisting of 0.48 acre, more or less, Parcel No. 18B Remainder Estate Smith Bay Nos. 1, 2 and 3 East End Quarter St. Thomas, U.S. Virgin Islands as shown on O.L.G. Drawing No. D9-5196-T91 dated February 19, 1991, consisting of 1.42 acres, more or less Doc* 2007088533 Pages 43 01/19/2897 3:07PM Official Records of ST THOMAS/ST JOHN 4ILNR 0. HART SMITH RECORDER OF DEEDS Fees $85.00 0 2007 CB Richard Ellis, Inc. EFTA00787941 PAGE 25 3407760520 STRYKER DUENSI NG 85/20/2004 14:07 2 Wag? CO4STAL zpnli,L4riAgn ign. .4.iny 1. ,Mag_Qaat. This permit is issoed by the St. Thomas Committee of the Virgin Islands rnvaAl Zone Management (CZM) Commission and is administered and monitored by the Department of Planning and Natural Resources (DPNR) on behalf of_the Coastal Zone Management Commissionpursuant to VA. Code, tit. 12, section 910 and 911, and any other provisions oldie Coastal Zone Management Act applicable. As best 'Pennine' is the St. Thomas Committee of the Virgin Islands Coastal Zone Management CormiaiSSiOn and "Permitteen is MO? VI LIMITED PARTNERSBIP 2. ag f (a). This permit approves the renewal of CZM Permit No. CZT-82-87w. The original permit which was issued on October 31. 1988. allowed the permittee to dredge the existing marina by 1.5 flat to allow for adequate depth for the vessels. The permit also allowed the pannittee to construct a rack armour wall and a ten (10) foot wide boardwalk. One hundred and fifty nine (159) perking spaces were also provided. The scope of work described in CZM Permit No. CZT-82-87W has been completed. This thcility is located at sad seaward of Parcel Nos. IBA-1,18B and 180-I, Estate Smith )3sy, St. Thomas, Virgin Islands. (b). The Permittee is allowed to use, occupy and maintain the facility described above for the term ("htRIvr) set forth below. It 31)28 not constitute a property right and rray be renewed only in accordance whir V.I. Code, tit. 12, section 911. 3. TERM. This permit is effective upon its signing by the Chairman of the St. Thomas Committee ofthe V.I. CZM Commission, the Governor of the Virgin Islands, and retitled by the Legisloore of the Virgin Islands or by the Committee on Planning and Environmental Protection, if the Legislature is not in session. As used herein, the "Effective Date" or "the date hereof' means the date of such ratification. This permit will expire ten (10) years after the Effective Date. The Permittee shall hoe the option to renew the pernit within ninety (90) days before the permit expires and the renewal terms are subject to negotiations. 'This permit is issued for a definite term, ten (10) yeas, and shall not constitute a property right. 4. pLKENENTILDLCQRMAATED )l'Y_Elagg„KNCE Exhibit A: A letter of Application tn CZM Committee dated March 12, 1999. Exhibit B: Joint Army Corps of Engineers Application dated March 12> 1999. Exhibit C: Copy of Major Permit CZM Permit No. CZT-82-87W, Exhibit r): Site Plan dated July 26, 1995 C 2007 CB Richard Ellis, Inc. EFTA00787942 05/20/2004 14:B7 341348820 STRYKER DUENL__) PAGE 26 Exhibit fi; Special WartazdyDeed betWeCT1 MB Holdings and MC* V1, Ltd. Exhibit F: Certificate of Existme for MOP VI LIMaTED PAW/Mc:Rant 5. CE.WFBALWJEnnThtti5. (a) The Pemittee agrees to assume chit and complete responsibility for all Ittibility to saw pmstin orpersorts, Meitaling enwleyees, as a restth of its control attic area described in Paragraph 2 of this permit, and all improvements diatom (which sma Fat insitovements a>chett:Mafter mimed to attic pitaxiscar), and to boil the PetStox tee and hettciesifer dram other Sales ofany kind during theft'sthe Permittee is in control of the premises pursata m this permit. tersonanemam All personal property of aRy kind or descriptiov whatsoever located on the premises shall be that at the Permiltces sole risk. (c) Lnimansit osirs. . This permit may not be traistned or assigned except as provided in Section 910-15 of the V.I. R.ScREGS. (d) ectinittgbffijXp2aed A placard macro:min the permit shall be posted in a WarpiallOUS place at the project site during the entire wock period. (e) MignasplaMm&mgaiLkia The Permittee affirms that the information and data which it provided in connection with its permit application are true and accurate, and adzeow)edges that if subsequent to the abusive data of this permit such inftiaiuit and data prove to be fabc or inanimate, the permit may be modified. suspended or marked in what or in part, and that the Commissioner or the Committee may. in addition, institute appropriate legal action. (0 1)2wSpmenLI0 .Csirestoencecl. Any and a0 deserioproant approved try this Coastal Zone Permit shaft begin withintivelve (12) months tom the date fob permit becomes efichotive mid she/ be contirmom we completion. Ware to perform at least fitly (5090 petard of the work within suchperiod and continuously construct thereafter until the completion of construction shalt cause the permit to terminate automatically mad rcafa it mill iroti voa, unless the pernitttee requests an extension is writ and demonstrates to the satisfaction of the C.omminec that good cause exists tbr grading such extension_ (g) NagfteSSLi etga rk. Upon compterime am activity ?Sinned at •em.t.tha4 by thisCoastal Zone Para, the Parairtee shall promptly so notit,/ the Director ofthe Division of CaVI tmd Nab= tit =ekes of a profesdonal engineer were required III tmnmtairingtheactivity, a = -Ocaton cfccepliatiocatcwided by theproject =Einem that the pleas and specifications of the project and aft applicable V.L Code lacraircaleats have been met, than be filed with mid Ditecint. 2 C 2007 CB Richard Ellis, Inc. EFTA00787943 PAGE 27 3407768520 STRYKER DUENS.. 05/20/2004 14:07 (h) Int:5Om The Commission, its Committee. the Coantissioner or their authorized agents or representatives shall have the power to enter at reasonable times during project working hours upon any lands at waters in the coastal mute for which this Coastal Zone Permit has bey Este& The Pc-unlit., shall permit scan cozy for the purpose of inspection and uscartairdHsg compliance with the tams tad conditions of said Coastal Zona Permit. The Pandttee shall provide access to such feCCI rds as the Commission its Cbmoittee, or the Commissioner in the perfotiutace of it or his the Cal Mt rosy require the Permittee to maintain. Such records may sal topics shall be subaulted to the Commission its Committee or the Commiesioner upon request Conditions of Premises, The Developmeta au:toe:ad by this pezmkiliall be nalmaithed tat assie co:Wit:ion mkt tt accowlecra with the clesciiption, Om, or drawings approved by the Commissioner or by the Committee, and all 5111theahle laws. Public Access to Shines. The Development shall be operated so au to assize optimum public scares to the shore/be. Restosiggsfal The Parcatten upon revocation or expiration of the permit, shall upon order of the Committee or the Commissioner, and in their sob discretion, remove all statures Pnxtborized by the permit and/or comp& with any directive of the Committee or the Commissioner in satisfying the orient' permit conditions in such time and moots as the Carmine; or the Cam stoner may direct jim, All antics sent or required eo be sem bmidr mast be by cc., tittul rearm receipt requested. If addressed to the Permaton same shall be sent to the Commissioner of the. Department of Plsookg and Natural Raoaces, Cyril. E. King Aspen, Terminal Building. 2' Floor, St Thomas US Virgin Islands 00802 or to such oter place as the Permitter may hereinafter designate. If addressed to the Fermin' ee, same shall be sent to MOF VI LIMITED PARTNERSHIP, No. 6142 Campbell Road. Suite 2000, Dallas TX 7524675, or to such place as the Pennittee rosy hereinafter designate by certified mat let= receipt requested- (m) Norainiygr. Ore or more waivers by the Pemmittor of nay covenant or condition of this permit Sal not be construct] vs a waiver of a further breach ofthe covenant or condition. The consort ormsrovalofthe Permirtor to or oftaxy acts by the Nactittee requiring the Peraittorb consent or approval shall not be coastned as approval of any subsequent similar act by the Perrino& • (n) ituvratetion It is speerrfrally untlastoorl Sr all the trapping covenants and agreement% as well as other tams out spal conditions hereby asreed to by the Partnittee, are to be wall sad faith/Lilly kept by Pcrotitter and that any fell= by PaSttre to keep Asue will test* in revocation of this permit 3 • (e) 2007 CB Richard Ellis, Inc. EFTA00787944 PAGE 28 SIMMER Din:45.._, 05/28/2004 14:07 3407761f428 re.fte•••••• (0) Ifthe development covered ualer this permit makes separate and distinct approval front the United States Government or any agency, department, commetsion or &teen thereat than no development or catcapartcy is snowed under this permit until such pores or approvals have been obtained. At If the Peznittee abandons, deserts or vacates tb6 premises or dhcautinues its °pottiest at the premises for a period totaling s's; (6) consecutive months, the pc* will terminate ortoroatically and be rendered mall or void. $liagindsitititEgauhThiamtraa The applicant shall sign and ratio the permit document to WINK within sixty (60) days of receipt -thereof Failure to retuma the nigrod permit within the time paixt specified herein will be considered a zeicalen of the tams arid onions of the permit' and willrendes the °Die of the permit mill mad the written void, unites the az:Tract request a written extension and GPM( grants extension. (r) L2CitSelleArlalL9 _,Q*5-0114ImISIRISLIAZ In the event of damage to or destruction. of the premises deserted in paragraph 2 hereof repair' work may be done only after the petmiuee has notified DPNR io writing. a). items 6(c), 6(1), 6(m), 6(q), 6(w), 6(y), 6(lid) of approved Cal permit No. CZT- 82-87W shall =fain in foil force and titian. b). Item 6 (II): Fre fighting equipment appropriate for the docking facilities shall be made available at the dock at all times. EEM Pursuant to171.R8s RSGS Title12. Section 910-5(e) 8, the Commissioner°ter Department of Planning scud Natural Resources negotiated the following foes to be pearl by the Fermium a). An taimial fee oftwesty-fivc thousand dollars ($25,000.00) per year was negotiated. Said animal Ice is for the 10 foot wide boardwalk (10,700 sta.) occupying the submerged lands. b). The first payment of the annual fees in paragraph 9 (a) above, shall be made payable to DPNR within five (5) dive after the legislature ratifies this permit, a). The =WI fees payable under this permit shall bo adjuauxt n the commeeeement of the second(2i6) year of the permit term, and every year thereafter until the sixth(e) year in accordance with the itanease of the Consumer Price Index as established by the U.S. Department of Labor, Bureau of Labor Stasis' ties for "Ali Items, All Urban C.-canners (1967-100%). (the "CPT") es follows, provided, however, that in no event shall the rameal fa under am/ yearly a:diastole:in be greater than 150% of the $25,000 annual fee during the initial' sixty (60) months of the tern of the permit tent. 4 C 2007 CB Richard Ellis, Inc. EFTA00787945 ,E PAC 29 9407í<„520 STRYKER 95/20/2094 14:07 (1). Tbc CPI as of tbc East (r) roonth of ris‚ series:1d (2") nare aft& term of tbe permit and tbc Slat (I `') motah of eaeh schei: en year of the permit aha be tLe "base prise lader aod tin CPI as of tha ~tab immediately preceecliog thecorremitucemera of tbe secood (2") year of the permit term end tbc cormsencelocat ofeach etibregimotyear ofthe peur& terroundltbe sirih (C) year of the permit term *dl be tbc `barreert prioe index", (if). "Flz current prise Mclex sliet( be divided by the base price index aorl tbe quotient tbereof skiall be multiplier? by tbc som of tbe aortual fee of tbe prior Yean =uiting prodnet shall be tbe AssMal Base Fee for tbe =ment yam. (tv). At the end of the fith (5') yen of the permit term, tbc =mal fees shell be renegotiated. [aroma sball arty fee cletermined in the above !MOM' be redueed below an =mal fee of $25,000.00 S 2007 CB Richard Ellis, !ne. EFTA00787946 PAGE 30 3407%9520 STRYKER DUE14,..-1 05/20/2084 14:07 TT IS EXPRESSLY UNDERSTOOD by the parties hereto that the title to all submerged or filled land which is altered or occupied on the basis of this permit is in the Government of the Virgin Island% and the Pemiittee shall have no right or interest therein, of any kind whatsoever, other than such rights as are expressly set forth herein, and that this instrument is not a lease. IN TESTIMONY WHEREOF, the parties herein have hereunto set their hands and seals on the days and years appearing herein below. ST. THOMAS COMMITTEE OF THE VIRGIN ISLANDS CZSM COMMISSION Permittor By. 14- 2. 7 - oc.) Albert PaiewonskY, Chairman, Date St Thomas CZM Committee MOF VI LIMITED PARTNERSHIP Perrnittee By. V177'O° ]oh Date Se Vice President, MOP VI, LTD. PPROVED Governor of the Virgin Islands RATIFIED Legislature of the Virgin Islands President of the Legislature Date Or if the Legislature is not in session Committee On & Environmental Protection 9 14- 2000 Date Chairman © 2007 CB Richard Ellis, Inc. EFTA00787947 PAGE 31 34077E:43520 STRYKER DUEM- Oh/20/2004 14:07 MT.John kbwea Sailor Vice President ofMOF VI LIMITED PARTNERSHIP do hereby certify that es Senior Vice President of MOE VI LIMITED PARTNERSHIP, 1 aln duly authorized and empowered to sign this ..it on be.half of MOF VI LLVIIIED PARTNER-4111V. 45/114, _ John for Vice President Date — SWORN AND SUBSCRIBED before mc this n Day of th .i 2000 J. Daryl ~sort trir 99-15 Onostion Expires: January 31, 20o3 7 0 2007 CB Richard Ellis, inc. EFTA00787948 PAGE 32 STRYKER DENS. ; 05/20/2004 14:07 3407768520 GOVERNMENT OF THE VIRGIN ISLANDS OF TUE UNITED STATES -0-- DEPARTMENT OF PLANNING AND NATURAL RESOURCES Division of Coastal Zone Management Cyril E. King Airport, Terminal Building Second Floor St. Thomas, Virgin Islands 00802 Fax: TeC December 4, 2000 • Mr. John Powers Senior Vice President MOF VI Limited Partnership No. 6142 Campbell Road, Suite 2000 Dallas. TX, 7524875 RE: Request for Modification of Coastal Zone Management (CZM) Major Permit Nos. CZT-4-99W & CZT-53-85SI.• MOP VI LIMITED PARTNERSHIP Dear Mr. Powers:: On December 4, 2600, the St. Thomas Committee of the V.I. CZM Commission met to act on your request for modification of CZM Permit Nos. CZT-4-99W & CZT-53-85SL. The proposed modifications consist of the following: CZT-4-99W: Section,. "SCOPE" delete in its entirety and insert the following, "This permit approves the use and occupancy of filled lands consisting of .641 acres or 27,921.96 square feet, located at Parcel No, 18- W, Estate Smith Bay, No. 1, 2, & 3, East End Quarter, St. Thomas, U.S. Virgin islands." Section 3, "TERM°, after the last sentence in this section, the following language shall be inserted, "For financing purposes, this permit shall be deemed to be a lease of Parcel No. 18-W, Estate Smith Bay, No. 1, 2, & 3, East End Quarter, St. Thomas, US. Virgin Islands." fee of thirty- Section 7 (al. FEES, delete in its entirety and insert the following language, "An annual one thousand, five hundred and twenty two dollars,. and twenty two cents (S31,522.2 2 ) per year was negotiated. Said annual fee is for the use and occupancy of:641 acres of filled lands located at Parcel No. I8-W, Estate Smith Bay, No. 1, 2., & 3, East End Quarter, St. Thomas, U.S. Virgin Islands." C 2007 CB Richard Ellis, Inc. EFTA00787949 PAGE 33 34077L-20 STRYKER DUENE 05/20/2004 14:07 ce, ....WO;;~•••••• ••••••• n CET-53-85SL: Sectien23COn, delete in its entirety and insert the following language, "This permit approves the use and occupancy of frve doeks, ofwhich three are "T" shaped docks, twenty-eight (28) finger piers, a. ten (10) foot wide boardwalk connecting the docks and a rock nor wall that runs parallel to the boardwalk on its landward side. The total square foot area ofthe structures occupying the submerged lend is approximately 11, 194 square fret This permit also approves the use and occupancy of approximately 130,000 square feet of submerge area surrounding the structures that art listed above. This development is located seaward of Parcel No. 18-W, Estate Smith Bay, No. I, 2, & 3, East End Quarter, St Thomas, U.S. Virgin Islands." Section 7(a) FEE,s, delete in its entirety and Insert the fallowing language, "An annual fee of thirty thousand , fitly nine dollars, and sixty-nine cents ($30,059.69) per year shall be charged tr the use and occupancy of the submerged land area occupied under this permit. Said fee is composed of the sum ofs ix thousand, one hundred and fifty dollars (S6,150.00)for the structures occupying submerged lands, seventeen thousand, nine hundred and seven dollars, and seventy three cents (Si 7,907.73) for the use of the mooring area around the structures, and a 25% increase pursuant to Section 7(d) of CZT-53.85SL." It was determined that the proposed modification does not change the nature, scope or characteristics o f your approved Major Clot Permit Nos. CZ I -4-99(W) & CZT-53-85SL. Therefore, your request for the modification, as described above, is hereby Approved. , If you or concerns, please feel free to contact Ms. Janice D. Hodge. Director of CZM at Sincerely. / 2.-Molatc,&" Austin Monsanto Acting Chairman, St Thomas CZM Cornmiinee CC: Dean C. Plaskett, Esq., Commissioner Janice D. Hodge, Director, CZM Julita de Leon, Legs! Counsel file A. James Casner ,c) 2007 CB Richard Ellis, Inc. EFTA00787950 Qr. C COASTAL ZONE PERMIT NO. CZT-53-85SL (Renewal of SLP No. 31; 216 and CZT-I37-61W) 1. AUTHORITY. This permit issued by the Department of Conservation and Cultural Affairs of the Government of the Virgin Islands (hereinafter *The Department ") on behalf of the Coastal Zone Management Commission pufivant to Title 12, Chapter 21, Virgin Islands Code. As herein, "Permittor" is the Government of the Virgin Islands and "Permittee" is the Lagoon Marina, Inc. This permit supersedes Submerged Lands Permits, SLP No. 31 and 216, and CZT-137-8IW. 2. SCOPE. This Permit is for the renewal of Submerged Land Permits No. 31 and conform with the rules and regulations of Act 4248, and to combine C277-137--B1W hereto. The Permittee is allowed to use, occupy and maintain the xistina marine facilities located on and seaward of Plots No. l8-8, 18- 8-1 anc :3-4-;, Estate Smith Bay, No. 1, 2 & 3 East Eno Quarter, St. Thomas, '.'ircin islands. Said facilities consist of eignt (8) piers of various lengths five (S) of wnich have finger piers attacned; a boardwalk interconnecting doc;< A to B, and C to 0; all with m.sorinc piltr.; an, a ttat rpm:. Struczcroc are atzacned to an unnumbered parcel of filled submerged lands 0.27 ! U.S. Acr The above, being described in Exhibit A & B are attached hereto and made a par hereof. 3. TERM. This permit is effective upon- its approval by the Commissioner of the-7-Eirtment of Conservation and Cultural Affairs, the Governor, and ratification by the Legislature of the Virgin islanes or by the Committee on Conservation, Recreation and Cultural Affairs if the Legislature is not in ses pursuant to Title i2, Chapter 21, Virgin islanas Code. No construction is auttorizec by the combining of SLP #31, 215 ant CZT-137-81W herein. This permit shall expire Fifteene(15) years after its effective date, suoject to renewal pursuant to Title 12, Chapter 2I, Section 911 Part . 0- ca, of the Virgin islands Code. _DC IENTS INCORPORATED BY REFERENCE. 7:nittz A - 7..;:etcn describing piers and submerged lanes. .%) Exhibit Submerged '.ants Permit No. 1- 2. Submercea Lanes Permit No. Z15 h. SZT-137-31W Exhibit C - Title Survey Drawing No. 12ES-B, sated sertifieo •: I 7, ; ,'S c 2007 CB Richard Ellis, Inc. EFTA00787951 COASTAL :ONE PERMIT O. CZT-53-85SL E. GENERAL CONDITIDNS (a) Liability. The Permittee ITETTTErfor all liabilityagr ees to assume full and comple to any per te respor ployees, as a result of its con son or persons, includ trol of the area described ing em- graph 2 of this .perrmit, and in Para- all improvements thereon and improvetents are hereinaft (which area er referred.to as "the and to-hold the Permittor free premises"), and harmless from civil or liaoility of any kind during other the time the Permittee is of the premises pursuant to in control this permit. (b) Personal Property and Dam age. All personal proper description wnatsoever locate ty of any kind or d on the premises shall Permittee's sole risk. be there at thi Assiened or Transfer. This permit may not to transfere except as trovicea In :actio ea or assicni Coastal Lane Management Act n 910-15 of the ii:eguiations of . the (d) Permit to be Displayed. A piacarc aviaencing tne per postea in a conspicuous place mit snai l be at the project site during period of work. the entire (e) Reliance an Information and Data. inrormation ana aata wnicn it pro The Permittee affirms that the vided in connection with its application is true and accura permit te, and acknowledges that if to the effective date of this sub sequen -permit such information and dat to be false or inaccurate, a prove the permit may be moaified, sus revoked in whole or in part, and pended or that the Commissioner or the Dam mittee may, in addition, institute - appropriate legal action. (f) Development to be Com menced. Any and all develo Coastal Zone Permit snail be com pment approved by th the date this permit becomes eff men ced wit hin twe lve (12) months frat work within such period and ective. Failure to perfor m thereafter until the completio substant. tion, shall cause the permit n of const) to lapse and renaer it null extension is granted by the and void UT Committee. (2) (otificarion of Cc:mole:ion. Upo n completion of any activity orizec or reouiraq ov tnis Coasta autho- l Zone Permit. :Fie !=ermittee sna promozly so notify tne Director il of the Division of Coastal :on agement ("The DirecmcrJ and, whe e Man- re the services pf a professio engineer were required n undertaki nal ng the activity, a certificatio of compl iance provided by the n project encinear that the clans specifications tf the Project and and all applicable Virgin :islands Code requirements have Seen riet, snail to filed with the Director. 2007 CB Richard Ellis, Inc. EFTA00787952 COASTAL ZONE PERMIT NO. CZT-53-SESL E. GENERAL GONOITIONS. (h) Inspection. The Commission, its Committee, the Commissi oner or tneir authorized agents dr representatives shall have the to enter at reasonable times upon any lands or waters power in the coastal zone for which this Coastal Zone Permit has been The Permittee shall permit sucn entry for the issued. purpose of inspec- ting and ascertaining compliance with the terms and conditions of said Coastal Zone Permit. The Permittee shall provide access to such records as the Commission, its Committee, or the Commhs- Sidner in the performance of its or his duties under the Act may reouire the Permittee to maintain. Such records may be examined and copies shall be submitted to the Commissi on, its Committee or the Commissioner upon request. (i) Conditions of premises. The development auth orized by this permit snai l oe maintained in a safe, attracti ve and satisfactory condition ana in accordance with the aescriotion, plans or drawings approved by the Committee. . j' Public Access to Shoreline. The developm ent shall be operated so as to assure optimim ouotic access to the snareline. Ck) Res oration of Area. the Permittee. upon revocation or exoiration or zne permit, snail upon order of the Committee or the Commissioner, and in their sole discretion, remove all stru ctur the permit and restore the area to its original es authorized by modify structures, and/or comoly,with any condition, and/or directive of the Com- mittee or the Commissioner in satisfying the original permit condition in sucn time and manner as the Comm ittee, or the Commis- sioner may direct. 1) Notices. All notices sent or required to oe sent hereuncer must De ny certified mail, return receipt requeste d. If addressed to the Permitter same shall be Sant to the Comm and Cultural Affairs, Government of the Virg issioner of Conservation in Islands, Post Office Box 4399, St. Thomas, J.S. Virgin Islands 00301 or to sucn other place as the Permittor may hereinafter designat e by certified mail. If addressed to the Permittee, same shall be sent to Lagoon Marina, Inc. Red Hook, St. Thomas, 7.I. 00802, or to such other place as the Permittee may hereinafter cesignat e by certified mail , return receipt recueszeo. 7:onwaiver. One or more waivers by the Permitto r of any convenant or conaition of tnis :ermit snail not to cons trueo as a waiver of a further breach of the co nvenant or conaitio n, ana the consent or .oproval of the Permitter to or of any acts ina the Permit:pr's consent or approval by the Permittee requir- snail not be construed as approval of any subsectuent similar act by the Permittee. 2evocation. It is soecificnilv under's:coo that all the Foregoing convenantz and agreements, as well as other terms ana szecial ronoitions hereoy agreed to ay Permittee. are to fully kept by Permittee and that any failure by ne well ,nd faith- same will result in revocation of this aerm 4.e. Permittee to keep 2007 Cs Rtchutd Ellis, Inc. EFTA00787953 COASTAL ZONE PERMIT ;10. CIT-53-3SSL GENERAL CONDITIONS. (o) Other Approval. If the development covered under this permit requires separate and distinct approval from the United States Government or any agency, department, commissi on or thereof, then no development is allowed under this bureau permit until such permits or approvals have been obtained.' (p) Abandonment. If the Permittee abandons, dese rts or vacates the premises or discontinues its operations at the premises for a period totalling six (6) consecutive months, then the permit will terminate automatically and be rendered null and void. Damace and Repair of 'remises Described in Para crach 2. (i) In the event of damage to cr cestructipn :f :he :remises described in Paragraon Z hereof, repair work may be done only after a request to do so has been summ itzed in writing to the Department, and permission in writing has been granted. Repair must duplicate the original work, and must be actor-mance with appiicauie law, rules and regulations. (ii) General maintenance or, repair resulting from normal wear and tear of operations may be carried out as a matter of right under this permit, but must be limited to the non- structural portion of the premises. SPEC:AL CONDITIONS. (a) No new buildings or structures are permitted unoer this permit. (b) An oil spill contingency plan is to be filed with the Director, within three (3) of approval of this perm it. (c) The boats which have toilet facilities or generate waste shall be ecuipped with holding tanks from which waste can ce pumped ashore. (d1 The Permittee shall survey and record any land as sucn with :he Department of Puoi and all filled submerged ic Worxs.and furnish the Department with a cony cf said drawings. (e.; The Permittee shall apply to the Department for a Terminal Facility License in °rater to operate the fuel terminal f.cilities contained therein, in accordance with Title 1Z, Chapter 17, zection 706 of :he V.I. ..ode. 2007 CB Richard Ellis, Inc. EFTA00787954 COASTAL :ONE PERMIT NO. CZT-ES-65SL., (f) The use of boat propelle rs for channel cleara pronibitea. nce is strictly (9) The cutting, distructio n or distrunance of Re (Rhizopnoi.a mancel) is d Mangroves pronihited. (h) No boat scranings, wast e, debris, petroleum pollution matter shal l be denositea in the proaucts or other shoreiands, which coul waters, or on the d cause pollution such waste shall be of the waters. All disposed of in an manner. environmentally accept able (1) Dinghy dock areas will be provided along th general -vicinity of cu e buikhead or in th olic use. e tublic accass to the fill area will be main tainec. O 2007 CB Richard Ellis, Inc. EFTA00787955 COASTAL :ONE PERMIT NO. C2T-53-aSSL 1 7. CC'r.c (a) A fee of $29,265.53 per year payable in aavance shal l be charged for the use ana occupancy of the submerced land area occupied under -this permit. Said fee is composed of the sum of 56,150.00 for the structure occupying the submerged land s. 517,907.73 for the mooring area arouna this structure ana 55,217.78 for the occupancy of 0.27± U.S. acres of fillea subm erced lands. This fee is assessed pursuant to Section 910-5 of the rules and regulation of the CZM Act. (b) In accordance with the pravisiens of SLP No. 216, Special Condition 5 (f), and CZT-137-31W, Fees 7 (a), ter year. a fee of 12,407.40 :o April 14, 1978 our-seam: :z SLP No. Fees 4 (a) snail be assessed. For calculat 216, ion purooses. :his retroactive fee shall terminate upon the approval date of this permit. r• • The first payment of the fees requirea in paracrapn 7 (a) & (b) above shall become due and payable within thirty (30) says from the date when this permit is approved. 'AI On each fifth anniversary of the effective date the rental fees established herein shall be of this permit Permittor and the Permittee. Any increase in rene gotiated by the rental fees shall be reasonable, but in any the amount of the exceed twenty-five (2.5%) percent of the fee even t shal l not for the oreceeding five (5) year period. (e) All fees payable under thiT permit shall be paid to the P!ermitter regardless as to whether Permittee actually submerged land described herein, provided occuoies or uses the , however that if the permit is modified to decrease/increase the suomergea lands so occupied, then the fees shall also be decr sistent therewith. ease d/increased con- © 2007 CB Richard Ellis, Inc. EFTA00787956 • COASTAL :ONE PERMIT ::o. :2T-53-85 SL :s EXPRESSLY UNDERSTOOD by, the.parties hereto that. the tit suomergea or filled land which is altered or occupied le to all this permit is in the Governmen on the basis of shall have no right or intere t of the Virgin Islands, and the Permittee st therein, of any king than sucn rights as are exp whatsoever, other ressly set forth herein, and instrument is not a lease. that this • :st TEETTMONY WHEREOF, the parties herein have hereun seals on the days and yea rs appearing herein below. to set their hands an GOVERNMENT OF THE VIRGIN ISLANDS 7 Perms tzar /7, // :ex:miss-Toner. :hepie7.-Thr Lan servation Cultural ;afalrs 7 VA 14e Dat . '..;,GOON ”ARINA, :Sc. rermittae / / Ate ••• •.•• • tr oa•••• et. :fee 4. //Zile . Date APP.10VEn ept_d.,A (gPir -no or wee iirgin 'stenos i.a9•%, RATIFIED Legislature of :he :slams -reticent n7 :ne '. .egiSi et;re or f the Legislature is not in session :=Iitt on Cznservatton ;:ecreaticri . ae Cu:tura! Affairs Lnairman :J/Wr e6 -- s7 , .Laze 2007 CB Richard Ellis, Mc. EFTA00787957 COASTAL :cnt PERMIT Y.O. CZT- 53-OSSL L, Claudette Smith mac. , do hereby cer that '4 am the/Secretary of the Lagoon Marina. Lim• duly licensed and/or re a corpoi gistered to do business in the U.S. Virgin ';i11 4,m I. Clark Islands, ti who signed thiS ce ?resident rmit is of said corporation he was authorized by th its Board of Directors to execute this permit of and in behalf of in the aam said corporation. I further certify th Permit is within th at the making of t e scope of the corporat ion's powers. Asst. Secretary SIMRN 70 ;ND SUBSCRIB ED before me :rAs / /Ailaz:44.m.4,2 da, ;/ //1 16441 ;77:0: 11 4:0C - Notary c t 2007 CS Richard Ellis, inc. EFTA00787958 / MODIFICATION OF COASTAL ZONE PERMIT NO. CZT-53-85SL WHEREAS, a Coastal Zpne Permit CZT-53-85SL (Renewal of SLP No. 31; 216 and CZTr137-81W) was issued by the Government of the Virgin Islands, and ratified by the Legislature of the Virgin Islands on February 18, 1986; and WHEREAS, a MEMORANDUM OF UNDERSTANDING dated April 21, 1993 was executed between the Government of the Virgin Islands, Department of Public Works and the Department of Planning and Natural Resources (on behalf of the Government of the Virgin Islands) and AMERICAN YACHT HARBOR ASSOCIATES, wherein the Government of the Virgin Islands agreed to accept 1,537 square feet of property owned by American Yacht Harbor Associates by appropriate deed to the Government of the Virgin Islands in exchange for a ten (1O) year extension of the subject CZM Permit, CZT-53-85SL, all as more fully described therein; and WHEREAS, the Governor of the Virgin Islands on March 24, 1993 approved the said MEMORANDUM OF UNDERSTANDING and the Legislature of the Virgin Islands, through its Committee on Plannihg and Environmental Protection, ratified the said MEMORANDUM OF UNDERSTANDING on April 21, 1993; and WHEREAS, a WARRANTY DEED dated September 16, 1991 was duly executed and has been held in escrow pending finalization of this matter and has now been duly received for recording by the Government of the Virgin Islands. NOW, THEREFORE, in consideration of the mutual covenants and agreements of the parties to the MEMORANDUM OF UNDERSTANDING as set forth therein, THE ST. THOMAS COASTAL ZONE MANAGEMENT COMMITTEE, having met and having duly considered this matter fully, and having further duly voted on this matter on October 7, 1993, and having duly recorded such vote, IT IS HEREBY THE ORDER OF THE ST. THOMAS COASTAL ZONE MANAGEMENT COMMITTEE, that CZT-53-85SL be, and the same is hereby, extended from February 17, 2001 to February 17, 2011. Except as hereby modified, all other terms and provisions of said CZT-53-85SL remain in full force and effect. DATED: October/6g, 1993 ST. THOMAS COASTAL ZONE MANAGEMENT COMMITTEE (of the CZM Commissionh Albert Paiewons airman sr)2007 CB Richard Ellis, Inc. EFTA00787959 Fib/ LW Goe. UNITED STATES GOVERNMENT OF TAE VIRGIN ISLANDS OF THE —o--- DEPARTMENT OF PLANNING AND NATURAL RESOURCES Division of Coastal Zone Management Cyril E. King Airpo rt, Teronin al Building Second Floor St. Thomas, Virgin Islands 00802 Tel: cox: December 4, 2000 • Mr. John Powers Senior Vice President MOP' VI Limited Partnership No. 6142 Campbell Road, Suite 2000 Dallas, TX, 7524875 Major Permit RE: Request for Modification of Coastal Zone Management (CZM) NERSHIP Nos. CZT-4-99W & CZT-53-85SI.: MOP VI LIMITED PART Dear Mr. Powers:: Commission met to act on your On December 4, 2000, the St. Thomas Committee of the V.I. CZM 53-85S L. request for modification of CZM Permit Nos. CZT-4-99W & CZT- The proposed modifications consist of the following: CZT-4-99W: "This permit approves the use and Section 2. "SCOPE" delete in its entirety and insert the following, square feet, located at Parcel No, 18- occupancy of filled lands consisting of.64i acres or 27,921.96 as, U.S. Virgin Islands." W, Estate Smith Bay, No. I, 2, & 3, East End Quarter, St. Thom n, the following language shall be inserted, gtction 3. "TERM", after thetas sentence in this sectiobe a lease of Parcel No. 18-W, Estate Smith "For financing purposes, this permit shall be deemed to s." Bay, No. I, 2, & 3, East End Quarter, St. Thomas, US. Virgin Island following language, "An annual fee of thirlY• Section 7 (a). FEES, delete in its entirety and insert the y two cents (S31,522.22 ) per year was one thousand, five hundred and twenty two dollars, and twent acres of filial lands located at Parcel negotiated. Said annual fee is for the tse and occupancy of .641 Thomas, U.S. Virgin Islands." No. 18-W, Estate Smith Bay, No. 1, 2, & 3, East End Quartet, St. C 2007 CB Richard Ellis, Inc. EFTA00787960 CZT-53-855L: the 9,12,SCrE, delete In its entirety sod insert the following language, 'Ms permit approves use and occupancy offive docks, of which three are "r shaped docks, twenty-eight (28) finger piers, a ten (10) foot wide boardwalk connecting the docks and a rock armor wall that runs parallel to The boardwalk on its landward side. The toal square foot area ofthe structures occupying the submerged land is approximately I I , 194 square *et This permit also approves the use_and' occupancy of approximately 130,000 square Stet of submerge area surrounding the 51711CtUTC3 that are listed above. This development is located seaward of Parcel No. 1S-W, Estate Smith Bay, No. 1, 2, & 3, East End Quarter, St Thomas, U.S. Virgin Islands." 5actieg 7tal FRM, delete in its entirety and insert the following language, "An annual fee of thirty thousand , filly nine dollars. and sixty-nine cents (S30,059.69) per year shall be charged far the use and occupancy of the submerged land area occupied under this permit Said ice Is composed of thc stun ofsix thousand, one hundred and fifty doll ars (56,) 50.00)fbr the structuresoccupying submo.xxed 3) %r lands, seventeen thousand, nine hundred and seven dollars, and seventy three cents (S17,907.7 to Section 7(d) of the use of the mooring area around the structures, and a 25% increase pursuant CZT-53-855L." characteristics It was determined that theproposed modification does not change the nature, scope or request of your approved Major CZM Permit Nos. CZT-4-99(W) & CZT-53-85SL. Therefore, your for the modification, as described above, is hereby Approved. If you • or concerns, please feel free to contact Ms. Janice D. Hodge. Director of CZM at Sincerely. ,) 72-1170-ottfr Austin Monsanto Acting Chairman, St Thomas CZM Contmiittec cc: Dean C. Plaskett, Esq., Commissioner Janice D. Hodge, Director, CZM Julita de Leon. Legal Counsel fi le A. James Casner 2007 CB Richard Ellis, Inc. EFTA00787961 oft.7.1*--"/".• MAJOR COASTAL ZONE PERMIT NO. CZT-81-87L 1. AUTHORITY. This permit is issued by the Department of Planning and Natural Resources of the Government of the Virgin Islands (hereinafter "The Department") on behalf of the Coastal Zone Management Commission pursuant to Title 12, Chapter 21, Virgin Islands Code. As herein, "Permittor"- is the Government of the Virgin Islands and "Permittee" is American Yacht Harbor Associates SCOPE. This permit allows the Permittee to demolish twelve (12) of the existing 14 builds, renovation of the two (2) remaining structures and the construction of four (4) new structures. The existing gas station will be relocated. one hundred fifty nine (159) parking spaces will be provided. This facility will be located at Parcels No.18A-1, 13E. 18B-1 Estate Smith Bay, St. Thomas. Virgin :slands. TERM. This permit is effective upon its signing by the chairman of the committee of the Coastal Zone Management Commission, pursuant to V. I. Code, Title 12. chapter 21. Authorization for construction-under this permit shall expire if the Permittee fails to commence work within twelve !12) months from the date this permit becomes effective. 4. DOCUMENTS INCORPORATED BY REFERENCE. Exhibit A - Letter of application to the commissioner, dated March 29, 1987. Exhibit B - CZM permit application, dated March 29, 1987. 0 -7t Exhibit C - Major Environmental Assessment Report. Exhibit D - Public Works Department Map No. A9-44415. Exhibit E - Project drawings. - • • %.) GENEP.AL ccncITalcus. rn {a) Liability. The Permittee agrees to assume full and complete responsibility for all liability to any person or persons, including employees. as a resuit of its control of the area described in paragraph 2 of this permit. and all improvements thereon (which area and improvements are hereinafter referred to as "the premises"), and to hold the ?ermitttr free and harmless for tivil or other liability to any kind during the time the ?ermittee is in control of the premises pursuant Ce 2007 CB Richard Ellis, ilit? this permit. EFTA00787962 COASTAL ZONE PERMIT NO. CZT-81-97L As. Page -2- 5. GENERAL CONDITIONS ( ). (b) Personal Property and Damage. All personal property of any kind or description whatsoever located on the premises shall be there at the Permittee's sole risk. (c) Assigned or Transfer. This permit may be transferred or assigned as provided in Section 910-15 of the Regulations of the Coastal Zone Management Act. (d) Permit to be Displayed. A placard evidencing th permit snail be Posted in a conspicuous place at the project site during the entire teriod of work ie) Reliance on information and Data. The Permittee affirms that the information and data which it provided in connection with its permit applicatio is true and accurate, and acknowledges that if subsequent to the effective date of this permit such Information and data proves to be false or inaccurate, the permit may be modified, suspended or revoked in whole or in part, and that the Commissioner or the Committee may, in addition. institute appropriate legal action. (E) Development to be Commenced. Any and all development approved by this Coastal Zone Permit shall be commenced within twelve (12) months Iron the date this permit becomes effective. Failure to perform substantial work within such period ar thereafter until the completion of construction shall cause the permit to lapse and render it nu] and void unless an extension is cranted by the committee. 'g) Notification of Completion. Upon completion of any activity authorized or required by this Coastal Zone Permit, the Permittee shall promptl' so notify the District Director cf the Division Permits Office of Coastal Zone Management ("The Director") and, where the sec:ices of a professional engineer where required in undertaking the activity, a certification of compliance provided by the project and all applicable Virgin Islands Code required have bee; met, shall be filed with the Director. t 2007 CB Richard Ellis, Mc. EFTA00787963 COASTAL ZONE PERMIT NO. CZT-B1-87L S ?age -3- 5. GENERAL CONDITIONS ( ). (h) Inspection. The Commission, its Committee, the Commissioner or their authorized agents or representatives shall have the power to enter at reasonable times during project working hours upon any lands or waters in the coastal zone for which this Coastal Zone Permit has been issued. The Permittee shall permit such entry for the purpose of inspection and ascertaining compliance with the terms and conditions of said Coastal Zone Permit. The Permittee shall provide access to such records as the Commission, its Committee, or the commissioner in the performance of its or his duties under the Act may require the Permittee to maintain. Such records may be examined and copies shall be submitted to the Commission. its Committee or the Commissioner upon request. (i) Conditions of ?remises. The development. authorized by this permit shall be maintained in . a safe, attractive and satisfactory condition and in accordance with the description. plans or drawings approved by the Committee. ;J) Public Access to Shoreline. To be consistent with Section 910-10(9) of Title 12, V. I. Code, Chapter 21 Rules and Regulations, the development shall not be operated so as to unreasonably restrict public access to any recreational areas of the shoreline. (k) Restoration of Area. The Permittee, upon revocation or expiration of the permit, shall upon order of the committee or the commissioner, and in their sole disrref-,on, remove all structures authorized by the permit and restore the area to its original condition. and/or modify such structures, and/or comply with any directive of the Committee or the Commissioner in satisfying the original permit condition in such time and manner as the Committee, or the commissioner may direct. Notices. All notices sent or required to be sent hereunder must be certified mail, return receipt requested. If addressed to the Permittor, same shall be sent to the Commissioner of Department of ?lanning and Natural Resources, 179 Altona and Nelgunst, Thomas, S. Virgin :slands 00801 © 2007 CB Richard Ellis, Mc. EFTA00787964 COASTAL ZONE PERMIT NO. CZT-81-87L Page -4- 5. GENERAL CONDITIONS or to such other place as the Permittor, may hereinafter designate by certified mail. If addressed to the Permittee, same shall be sent to American Yacht Harbor Associates, Ill. Box 11550. St. Thomas. V.I. 00801 or to such other place as the Permittee may hereinafter designate by certified mail, return receipt receipt requested. (M) Nonwaiver. One or more waivers by the Permittor of any covenant or condition of this permit shall not be construed as a waiver of a further breach of the covenant cr condition, and the consent or approval of the Permittor to or of any acts by the Permittee requiring the Permittor's consent or approval shall not be construed as approval of any subsequent similar act by the Permittee. (n) Revocation. It is specifically understood that all the foregoing covenants and agreements, as well as other terms and special conditions hereby agreed to by Permittee and that any failure by Permittee to keep same will result in revocation of this permit. io) Other Approval. If the development covered under this permit requires separate and distinct approval from the United States Government or any agency, department, commission or bureau thereof, then no development is allowed under this permit until such permits or approvals have been obtained. ao) Abandonment. If the Permittee abandons, deserts or vacates the _oremises for a period totalling six (6) consecutive months without written notification to the Director and receipt acknowledged. then the permit will terminate automatically and be rendered null and void. SPECIAL CCNDITICHS. 'a) All necessary federal and '- orritorial permits shall t.,e c•btained prior to construction. unless otherwise noted. (b) Three (3) complete sets of drawings shall be submitted to Division of Permits - Office of :castal :one ;ianagement ;DP-OCZ14) !or review and © 2007 CB Richard Ellis, Mc. EFTA00787965 COASTAL ZONE PERMIT NO. CZT-B1-87L Page -5- 6. SPECIAL CONDIT_I.ONS ( ). approval prior to commencement of construction. (c) Filling will be allowed in accordance with the revised site plan dated August 21, 1987. (d) Building A will be constructed as per the revised site plan dated August 21, 1987, and all new businesses housed therein shall be marine- oriented. ( e) The proposed observation tower is to be disallowed until plans are presented to DP-ocZm which demonstrate compliance with the height restrictions in the W-1 zone. (f) Other qualifications being equal. Virgin Islands residents as of the date of permit approval shall be given preference when positions become available during the building, preparation and - operation of the project. Additionally, an affirmative action officer shall be appointed the responsibility for preparation and monitoring of an annual affirmative action plan. (g) A specific landscape plan for the entire project shall be submitted to DP-OCZM for approval prior to construction. (h) Before construction or development commences, the Permittee shall deposit in escrow with the Department of Planning and natural Resources, Division of Permits, the amount of 36,300 per annum to be held for the duration of the project from signing of this permit. These funds will be disbursed by the Commissioner for the purpose of monitoring the construction and development of this approved project. Any amount which remains in the escrow account at the end of the project shall be returned to the Permittee no later than ten (10) days after invoicing. A plan !hall be submitted prior to commencement of construction showing the number of access and egress points from Route 22 with minimal turning movements conflicts. This plan must be approved by the Department of Public Works. 0 2007 CB Richard Ellis, Inc. EFTA00787966 COASTAL ZONE PERMIT NO. CZT-81-87L ?age -6- 6. SPECIAL CONDITIONS ). (j) DP-OCZH must be notified and properly acknowledged response documented by at least three (3) working days prior to commencement of construction activities and upon completion of the development. (k) An alternative erosion and sedimentation control plan shall be submitted to be approved by DP-OCZM prior to the initiation of construction. All erosion control devices installed shall be properly maintained for effectiveness until the development :s completed. - (1) Any mangrove to be cut will be authorized and supervised by the DP-OCZM staff. (m) Permittee shall comply with Coast Guard. regulations regarding the use of holding tanks. (n) Permittee must submit a letter from the Department of Public Works to DP-OCZM staff authorizing the ?ermittee to hook-up their sewage system to the public sewage system. :o1 The Permittee shall obtain the required permits from the Division of Environmental Protection for the installation and operation of the electrical generator, and shall submit a revised site plan showing the location of the generators prior to issuance of occupancy permit. (p) The Permittee shall provide 159 parking spaces before occupancy of the new facility occurs. (ct) The owners and/or managers of this pro:mot, including those responsible for its future operations shall cooperate with the V.I. Department of Education, University of the Virgin Islands and other agencies and instrumentalities in their training programs for the hospitality industry, and other.operational aspects of the industry. (r) The Permittee shall ?btain from the Cepartment of Public Works a driveway permit. Ea The 7ermittae shall have an engineer and/or (0 2007 CB Richord Ellis, Inc. EFTA00787967 COASTAL ZONE PERMIT NO. CZT-S1-87L Page -7- S. SPECIAL CONDITIONS ( ). architect registered in the U. S. Virgin Islands, to provide the regulatory flood evaluation data pursuant to Title 29, V.I. Code, Chapter 5, Section 294 (b)(4)-3 and the structures designed accordingly. (t) The Permittee shall obtain the required permits from the Division of Environmental Protection for the installation and operation of a reverse osmosis desalination plant prior to issuance of occupancy permit. A specific landscape plan for the entire project shall be submitted to the DCZM for approval prior to commencement of construction. (v) A relocation plan for the existing businesses at the project site shall be submitted to Division of Permits prior to commencement of construction. (w) During the operation of this facility, space shall be provided for any emergency vessel requiring temporary berthing. (x) A permit to construct a sidewalk from the western boundary—of the Ivanna Eudora Kean High School to the eastern boundary of the project site shall be obtained prior to commencement of construction of this project. (y) For the duration of this permit and any, subsequent Government leases which may supercede this permit. cmly marine-related businesses shall be allowed to operate on the site of this development. Prior to the issuance of a certificate of occupancy, Permittee shall submit a list of prospective tenants to the St. Thomas CZM Committee for review and approval. (ti To ensure the opportunity for the established businesses at the development site to continue their business operations, any persons or entities operating under a lease or occupancy agreement will be given the right of first refusal to available space in the new buildings and structures. © 2007 CB Richard Ellis, Mc. EFTA00787968 COASTAL ZONE PERMIT NO. CZT-81-87L .,2••••• Page -8- SPECIAL CONDITIONS ( ). (aa) The location of filled submerged lands and building A will conform to the siting and location as indicated on the revised site plan dated August 21, 1987. which is an appendix to this permit. (bb) All dredge spoils transported from the development site will be transported in sealed. watertight tank trucks. An economic impact assessment shall be submitted to the DP-OCZM staff for approval prior to commencement of construction. (dd) The dinghy dock shall maintain its present dimensions, and no restaurant be allowed thereon. (ee) Fire fighting equipment appropriate for the docking facilities shall be made available at the dock at all times. Permittee shall consult with the Virgin Islands Fire Department to ascertain the necessary requirements. The Office of Coastal Zone Management shall be furnished an approved copy of the requirements prior to commencement of construction. (ff) The developer shall submit to DP-OCZM a detailed plan of the areas subjected to a 100 year frequency storm--both tidal and inland ;rain induced) prior to construction. Account shall be taken of the wave ac c g'n .' for flooding. The plan shall :how both flooding elevations and probable energy impacts due to wave action. ( go) In addition, special conditions B through J, of Permit No. T-137-81W, granted to Lagoon Marina Incorporated on September 9, :9871, shall remained in effect except where Ln conflict with this permit. © 2007 CB Richard Ellis, Mc. EFTA00787969 COAATAL ZONE PERMIT NO. CZT-81-87L Page -9- IN TESTIMONY WHEREOF, the parties herein have hereunto set their hands and seals on the days and years appearing herein below. GOVERNMENT OF THE VIRGIN ISLANDS, Permittor By: /22C.‘ if Off.... ,-,_.„ 7- Chairman, St. Thomas `ccmmittee ..57-/, - ,K7 Date Coastal Zone Management Commission 71,MERIC'-0 ?AC'S:: HARBOR ASSOC:ATE2 Fermittee By: Carl Freyer • Date t 2007 CB Richard Ellis, Mc. EFTA00787970 COASTAL ZONE PERMIT NO. CZT-81-87L Page -10- I, Carl H. Freyer, do hereby certify that I am the General Partner of AmeeiCan±iCht . BarbOr —ASsociates, a United States Virgin Island Limited Partnership duly licensed and/or registered to do business in the U.S. Virgin Islands, that Carl #veyer who signed this permit is Geneial * . ParEriir of said' limited 7art7eraniz, t-at he is authorized ty the Agreement Limited Partnership to execute this permit in the name of and in behalf limited partnership. I further certify that the making d/ this permit is within the scope of the limited partnership's _powers. Carl H. Freyer General Partner SWO:t2: :O AND SUBSCRIBED before me :his sr.A. day of 1-C1(4, • • < _ l!otary Public MyCommU3RmEnuisMarAL:rn O 2007 CB Richard Ellis, Inc. EFTA00787971 AMERICAN YACHT HARBOR & MARINA ADDENDUM G LEGAL DESCRIPTION O 2007 CB Richard Ellis, Inc. EFTA00787972 EXHIBIT D PROPERTY DESCRIPTION Parcel No. 18A-1 Remainder Estate Smith Bay Nos. 1, 2 and 3 East End Quarter St. Thomas, U.S. Virgin Islands as shown on O.L.G. Drawing No. D9-5196-T91 dated February 19, 1991, consisting of 0.22 acre, more or less, Parcel No. 18B-1 Remainder Estate Smith Bay Nos. 1, 2 and 3 East End Quarter St. Thomas, U.S. Virgin Islands as shown on O.L.G. Drawing No. D9-5196-T91 dated February 19, 1991, consisting of 0.48 acre, more or less, Parcel No. 18B Remainder Estate Smith Bay Nos. 1, 2 and 3 East End Quarter St. Thomas, U.S. Virgin Islands as shown on O.L.G. Drawing No. D9-5196-T91 dated February 19, 1991, consisting of 1.42 acres, more or less Doc* 2007088533 Pages 43 01/19/2897 3:07PM Official Records of ST THOMAS/ST JOHN 4ILNR 0. HART SMITH RECORDER OF DEEDS Fees $85.00 0 2007 CB Richard Ellis, Inc. EFTA00787973 AMERICAN YACHT HARBOR & MARINA ADDENDUM H ENGAGEMENT LETTER O 2007 CB Richard Ellis, Inc. EFTA00787974 JUN 12 2007 12:20 FR VAS DEKRTPENT TO ORLANDO P.02/02 VALUATION Si ADVISORY SERVICES CBRE CS RICHARD ELLIS CS Idchard ells, Inc. 777 &Wog AWAY% Sate 910 ' 131 June 11, 2007 JamesI. Agmtr, MAI Mork Lande Mcmaging 0;roctot - Flocao IGY-AYH ST. THOMAS HOLDINGS, LLC 717 Fifth Avenue — 18th Floor New Yo Phone: Fox: 0-39(00-65 /0 And guack c)Gt f-N ifir Cassandra P. Webster-Hodge CO box 8580 St. Thomas, VI 00801 Phone: 8+44+2716 / 340.693.2716 Fax: 8+44+2716 / 340.693.2794 RE: Appraisal Agreement American Yacht Harbor& Marino 6100 Red Hook Quarters #2 St. Thomas, USVI 00802 Dear Mr. Lande & Ms. Webster-Hodge: We are pleased to submit this proposal and our Terms and Conditions for the appraisal of the referenced real estate. PROPOSAL SPECIFICATIONS Purpose: To estimate the Market Valuo of the referenced real estate Promise: As Is, and As Stabilized Rights Appraised: Loosed Fee Intended Use: Internal Decision Making purposes Scope of Work All applicable approaches • Report Type: Self-Contained Appraisal Standards: Client Guidelines/USPAP/FIRREA Poo: $30,000 plus travel expenses, to be paid by IGY-AYH Retainer: St. Thomas, ICC A retainer is Not Required for this assignment Payment Terms: Final payment is due and payable upon delivery of the final report or within thirty (30) days of your receipt of our draft report , whichever is sooner. If a draft report is requested, the fee is considered earned upon delivery of our draft report. Report Copies: One (1) PDF draft copy and Three (3) bound final copies :le 2007 CB Richard Ellis, lac. EFTA00787975 JUN 12 2007 12:00 FR VAS DEPARTMENT TO ORLANDO P. 03/08 Mark Lande Appraisal Agreement Page 2 of 7 June 11, 2007 Delivery Date: Delivery of the appraisal conclusio ns and/or reports) will be completed according to the following Delivery Delivery Schedule: Schedule. Preliminary Value: Not Required Draft Report: Between June 3/ and July 6, 2007 Final Report: 7 days after final review and authorization Start Date: to deliver final reports The appraisal process will start upo n receipt of your signed agreement and the property specific data. Acceptance Date: These specifications ore subject to mod ification if this proposal is not accepted within 3 business days from the date of this letter. The attached Terms and Conditions and Specific Property Data Request agreement as though set forth in full are deemed a part of this herein. We appreciate this opportunity to be of service to you on this assignment. If questions, please contact us. you have additional. Sincerely, O3 RICHARD ELLIS, INC. Valuation & Advisory Services James E. Agner, MAI Managing Director — Florida St. Cert. Gen. REA RZ382 Phone: Fox: E-mail: C BRE CB FOC:BARD ELLIS © 2007 CB Richard Ellis, Mc. EFTA00787976 SW 12 200? 12:00 FR VAS DEPARTMENT TO ORLANDO P.04/08 ' Mork Londe Appraisal Agreement Pago 3 of 6 June 11, 2007 AGREED AND ACCEPTED FOR IGWAYI4 ST. THOMAS HOLDINGS , LLQ Signature c, (En- Dote NACUUS G-cistur Name f nes Tithe 2-11- SDI) 0 7t2 ms s- cub I Phone Number Fax Number Cam, COlciffter_e) IS(e_Cer-Ceth &Moil Address Li 2007 CB Richard Ellis, Inc. RIM EFTA00787977 JUN. 21. 2007 6:03PM BANCO POPULAR COMMERIAL BANKING Ma 4917 P. 4 Mark Londe Appraisal Agreement Page 4 of 7 June 11, 2007 AGREED AND ACCEPTED BANCO POPULAR VIRGIN ISLANDS: 3 —in ze207 Date /C b}4,6) li -r-r451C‘i Tifle Phone Number kf0'•-t93-.2Me Fax Number E-Mail Address ehe WO' O 2007 CB Richard Ellis, Inc. CBRE CB RICHARD ELLS EFTA00787978 AMERICAN YACHT HARBOR & MARINA ADDENDUM I QUALIFICATIONS O 2007 CB Richard Ellis, Inc. EFTA00787979 QUALIFICATIONS QUALIFICATIONS OF CLAUDE R. "BUDDY" URBAN, MAI Senior Real Estate Analyst/Multi-family Specialist CB Richard Ellis, Inc., Valuation and Advisory Services 777 Brickell Avenue, Suite 910 Miami, Florida 33131 EDUCATIONAL Bachelor of Business Administration, Sam Houston State University, Huntsville, Texas LICENSE(S)/CERTIFICATION(S) Certified General Real Estate Appraiser: State of Florida (No. RZ 2815) Certified General Real Estate Appraiser: State of Nevado (No. 04813) Certified General Real Estate Appraiser: State of Texas (No. DC-1320516-G) Licensed Real Estate Broker: State of Texas PROFESSIONAL Aooraisal Institute Designed Member (MAI), Certificate No. 9260 EMPLOYMENT EXPERIENCE 1984 to 1986 Associate Consultant/Appraiser, Michael J. Urban & Assoc., Inc. Houston, -n< 1986 to 1992 Associate Consultant/Appraiser, Dominy, Ford & McPherson, Inc., Houston, DC 1992 to 1994 President and Principal Appraiser, Buddy R. Urban & Assoc., Houston, 1X 1994 to 1998 President and Principal, NaturaLawn of America and Burnett Pipeline Co., Houston, TX 1998-2003 Associate Consultant/Appraiser, Gerold A. Teel, Inc., Houston, TX 2003-Present CB Richard Ellis, Inc., Miami, FL Professional experience has been in the fee preparation/review of real estate appraisals, feasibility studies, rent analyses and market studies of commercial and residential properties. Primary experience encompasses a wide variety of property types including office, retail, industrial, multifamily, hotel, medical office, restaurant, parking garage, car wash, low-income housing, bond financed multi-family, residential subdivision, master-planned business park, bank branch, special purpose, and single family. Assignments completed in Florida, Louisiana, Mississippi, Nevada, New Mexico, Virgin Islands, Puerto Rico and Texas. 2007 CB Richard Effis, Inc. EFTA00787980 Act 2890466 STATE OF FLORIDA DEPARTMENT OF BUSINESS AND PROFESSIONAL REGULATION FLORIDA REAL ESTATE APPRAISAL BD SEQ#L06101103083 DATE LICENSE NBR L0/11/2006 068079080 RZ2815 Mlle CERTIFIED GENERAL APPRAISER $qamed below IS CERTIFIED rUnder the provisions of Chapter 475 FS. expiration date: NOV 30, 2008 0 URBAN, BUDDY R .r777 BRICKELL AVENUE, SUITE 910 MIAMI FL 33131 JEB BUSH SIMONE MARSTILLER GOVERNOR DISPLAY AS REQUIRED BY LAW SECRETARY EFTA00787981 QUALIFICATIONS QUALIFICATIONS OF JAMES E. AGNER, MAI, SGA Managing Director - Florida Nat. Director - Net Lease Valuation Group Nat. Director - Golf Valuation Group CB Richard Ellis, Inc., Valuation and Advisory Services 777 Brickell Avenue, Suite 910 Miami, Florida 33131 EDUCATIONAL BS, Marketing, Florida Stote University, Tallahassee, Florida - 1981 Real Estate Major, Florida Atlantic University - 1984 Appraisal Institute Appraisal Institute Courses 1A and 18. Attended numerous educational seminars sponsored by the Appraisal Institute including Standards of Professional Practice, Market and Feasibility Studies for Shopping Centers, USPAP Florida State Low, Public Safety and Property Values and Real Estate Valuation in the Appraisal Industry. LICENSE(S)/CERTIFICATION(S1 Registered Real Estate Broker-Salesman; State of Florida (No. BL0404088) Certified General Appraiser; State of Florida (No. RZ382) PROFESSIONAL Appraisal Institute Designated Member (MAI), Certificate No. 7791 South Florida Caribbean Board of Directors (Past Director) Society of Golf Appraisers — Designated Member (SGA) - 2005 Qualified Expert Witness Circuit Courts - State of Florida United States Bankruptcy Courts EMPLOYMENT EXPERIENCE Twenty-six years of Real Estate Appraisal and Consulting experience throughout the State of Florida and in the Caribbean. 1981 to 1984 Florida Dept. of Transportation Ft. Lauderdale, FL 1984 to 1985 Raymond Kaiser Engineer Ft. Lauderdale, FL 1985 to 1995 Quinlivan Appraisal & Consulting South Miami, FL 4/95 to 10/95 Coastal Appraisal Services Naples, FL 1995-Present CB Richard Ellis, Inc. - Miami, FL Valuation and Advisory Services — Managing Director - Florida O 2007 CB Richard Ellis, Inc. EFTA00787982 Ac# 29 3 0 7 96 STATE OF FLORIDA DEPARTMENT OF BUSINESS AND PROFESSIONAL REGULATION FLORIDA REAL ESTATE APPRAISAL BD SEQ#L06103102986 DATE BATCH NUMBER LICENSE NBR 10/31/2006 1068089957 RZ382 8The CERTIFIED GENERAL APPRAISER -9 Named below IS CERTIFIED QUnder the provisions of Chapter 475 FS. ,Expiration date: NOV 30, 2008 0 FAGNER, JAMES E 1_777 BRICKELL AVE #1000 MIAMI FL 33131 JEB BUSH SIMONE MARSTILLER GOVERNOR DISPLAY AS REQUIRED BY LAW SECRETARY EFTA00787983