2020 07:32 pm - iapps.courts.state.ny.us

. From: Charyn Powers <[email protected]> .

Sent: Friday, February 28, 2014 7:26 AM

To: [email protected]

Subject: Fwd: E-Ticket Confirmation-CGXLWQ 02MAR

Sent from my iPhone

Begin forwarded message:

From: "Arie E.David" <ariedavidasbcalobal.nej;>

Date: February 28, 2014 at 4:48:48 AM EST

To: Charyn Powers <[email protected]>

Subject: Fwd: E-Ticket Confirmation-CGXLWQ 02MAR

Please note that your name is misspelled and it has to be corrected

Sent from my iPad

Begin forwarded message: .

From: "American [email protected]" <[email protected]>

Date: February 27, 2014 22:27:38 EST

To: "[email protected]" .

<[email protected]> . ..

Subject: E-Ticket Confirmation-CGXLWQ 02MAR

-. .. . , . .--.. - . .- .- - . . . .. ... .. ..: . . .,, . . . . . . -.. ·.... . ... .. . . . . . .. . -

1 ,

SDPW00005305

PLAINTIFF'S TRIAL EXHiBIT 23

FILED: NEW YORK COUNTY CLERK 05/05/2020 07:32 PM INDEX NO. 652393/2015

NYSCEF DOC. NO. 1475 RECEIVED NYSCEF: 05/05/2020

Virginia Iglesias,

Thank you for choosing American Airlines / American Eagle, a member of the oneworld®Alliance. Below are your itinerary and receipt for.the ticket.(s) puÇchased. Please print and retain thisdocument for use throughout your trip.

You may check in and obtain your boarding.pass for U.S. domestic electronic tickets within 24 hours of ,,..your flight time online at AA.com by using www.ae.com/checkin or at a Self-Service Check-In machineat the airport Check-in options may be found at www.aa.corn/optiüna For informe!0ñ regardingAmerican Airlines checked baggage policies, please visit www,aa.com/bëüümue.

For faster check-in at the airport, scan the barcode below at any AA Self-Service mach!ne.

You must present a govemment-Issued photo ID and either your boarding pass or a priority verificationcard at the security screening checkpoint.

You can now Manage Your Reservation on aa.com, where you can check in and purchase edditione!items to customize your journey. A variety of seating options are also available for purchase to enhanceyour travel with features such as convenient front of cabin location, extra legroom and early boarding.

As American and US Airways merge, many changes are taking place at our airport locations. Visit FindYour Way to assist with your journey. . .

·

. .SDPW0Q0053A6



Record Locator CGXLWQ

Carrier Flight # Departing . Arriving Fare Code............................................................................................,.......................... ..............................................................................................

. NEW YORK LGA MlAMI INTERNTNL1073 SUN 02MAR Q

American 1:50 PM 5:05 PM............ .. ........ ........ ........ ..... .. . ...... ........ ........ ........ ........ ........ ........ ................. ........ ....... . .. . .. ...... . .... . . . .. .... . .. .. . . .. . .Arie David Seat 13A Economy FF#: OE46P34 Food For Purchase

Sharyn Powers Seat 13B Economy Food For Purchase

MIAMI INTERNTNL ST MAARTEN1376 SUN 02MAR Q

American 6:25 PM 10:10 PM

Arie David Seat 15C Economy FF#: OE46P34 Food For Purchase

Sharyn Powers Seat 15D Economy Food For Purchase

ST MAARTEN NEW YORK JFK1596 WED 05MAR . Q

Arnerican 2:20 PM 6:10 PM

... ........Se Pu as

Sharyn Powers Seat 16E Economy Food For Purchase..................................................................................,,.....................................................................................................................................................

:

Taxes and Carrier-Passenger Ticiset # . Fare-USD Ticket Total

Imposed Fees

0012333372809 289.00 118.41 407.41Arle David

. ...... ..... .. . ..... . Í. 0012333372810 . . . . 289.00 .. . 148.41 407.41......... ...Shafyn Powers

Additional Services Currency . Amount

Telephone Ticketing Service SD 50 00

Arifencan Express Ü(XX×Xxxxxx 004 $ 864.82

. Add tlonalServicesare subjectto creditcard.approvalat time ofticketing.Additionalservices mayappearon multiple::cemp=!eddocum†ntsas a matter.ofreference..

. Baggage Information . .

Baggagechargesfor your ltinerarywill begovernedby AmericanAirlines BAGALLOWANCE-LGASXM-01Piece/AmericanAlrilnes /EACHPIECEUP TO 50 POUNDS/2QlLOGRAMS AND UP10 62 LINEARINCHES/158.LINEARGENTIMETERS2NDÇHECKEDBAG FEE-

. . . SDPWQ0005.307



LGASXM-USD40.00/AmericanAirlines/UP TO 50 POUNDS/23KILOGRAMSAND UPTO 62 LINEARINCHES/158LINEARCENTIMETERS**BAGALLOWANCE-SXMJFK-01Piece/AmericanAirlines/EACHPIECEUPTO 50 POUNDS/23KILOGRAMSAND UPTO 62 LINEARINCHES/158LINEARCENTIMETERS2NDCHECKEDBAG FEE-SXMJFK-USD40.00/AmericanAIrlines/UP TO50POUNDS/23KILOGRAMSAND UPT Lj.NEARIN I S/158.µNEAR CENTIMETERS"**BAGFEESAPPLYAT EACHCHECKIN

. LOCATION . . .

CARRYONALLOWANCELGAMIAMIASXMSXMJFK-02Pieces/AmericanAirlines01/UPTO 45 LINEARINCHES/115LINEARENTIMETERS01/UPTO 36 LINEARINCHES/92LINEARCENTIMETERSADDITIONALALLOWANCESAND/ORDISCOUNTSMAY

APPLY EMBARGOES-APPLY10 EApH P SSEf†GERLGAMIAMIASXMSXMJFK-AAOVER 100POms KILOGRAMSNOTPEl?MITTED . ,

You havepurchaseda NON-REFUNDABLE re. The itinerarymustbecanceledbeforethe ticketeddeparturetime of the first unusedcouponor the tickethas novalue. If the farp allowschanges,a fee may be assessedfor changesand restrictionsmay apply.

Electronicticketsare NOTTRANSFERABLE.Ticketswith nonrestrictivefares arevalid for oneyear from originaldate of issue. If you havequestionsregardingour refundpolicy,p easevisit www.aa.com/refunds.

To changeyour reservation,pleasecall 1-800 347300 and refer to your recordfocator.

Check-inlineswill varyby departurelopation..In orderto determinethe timeyou needto check-inat the airport, pleasevisitwww.ae.com/alrportexpectations, .. .. ...

If you aretraveling!ntarnafinnally,pleaseensurethat you havethe properA-"-"-- All necessarytravel documentsfor the countriesbeingvisitedmust bepresentedat airportcheck-in.Checkwith theconsulateof thesecountriesto determinethe documentsrequired. Additionalinformation.canb.e.foundat InternationalTravel

Manyintemationalairportsin the Caribbean,Centraland SouthAmericainhibitthetransportof boxesand excessor overweightbaggage. Pleaseconfirmthe baggageallowanceandchargesfor your deathananbeforeyou travel. For more information,pleasevisit www.aa.com/BoxEmbargo. ..

Air transportationonAmericanAirline andth.epn.eric n Eaglecarriers.®issubjectto American's conditionsof carriage..

NOTICEOF INCORisORATED.TE(tMS.OF.CONT.RACT.

Air Transportation,whetherit Isdomesticor.!ntarn an=! (includingdomesticportionsof intemgiene! journeys), is subjectto the individualterms of the hnepe±ng air carriers,whichgre b.er.elnIncorporatedby referenceandmadepart of the contractof carriage. Othercarriersonwhich youmay beticketedmayhayg.d.iffe.rentconditionsofgarriage, Intemationalair transportation,includingthe carrier'sliability,may alsobe govemedby applicabletariff.spn,fileMit.h.theSS. and othergovernmentsandbythe Warsawr-nnu.ntian, as amended,or by the MontrealConvention. Incorporat.edte.rrns.rnayinclude,b.u.tare.notrestrictedto: 1. Rulesandlimitson liabilityfor personalinjuryor death,2. Rulesandlimits on liabilityfor baggage,incipyl.ingfragilp.or.perigbablegoods, and availabilityof excessvaluationcharges,3. Claim restrictions,includingtime periodsin which passengepimuj t.fi .a.claim.orbring an actionagainstthe aircarrier,4.·Rightsonthe air carrierto changeterms of thecontract,S.Ruleson reconfirrn.ationof;ç.:çg:y;r(c, check-intimes and refusalto carry,6. Rightsof the air carrier and limitson liabilityfordelay or failu.refo performgryke .lpejuglings .chartges,sq.bstitutionof alternatealr carriersor aircraftand rerouting.

You can obtainadditionalinf nau. on,itempi.tl3rpugh$ ab.oyeat any U.S. locationwherethe knç~+!ng air carrier'sticketsare sold. Youhave the right to inspectthe full.teXtof3ach ransportingair carrier'sterms atits airportandcity ticketoffices. You alsohavethe right, uponrequest,to receive(free of cha.rge)the full p f the igpplicabigtermsincorporatedby referencefromeach of the transportingaircarriers. informationon orderingth ful¤ext f pp airparrier †grrpsis availablest anyU.S. locationwhere the air carrier'sticketsare soldor yoy qancjick cri.th.eConsi . y .

If you.havea custornerservicehgµ ont ct . .

. NOTICE:This.emailand any ifer .0,filt Arattaphments arefor the exclusiveand confidentialuse of the intendedrecipient(s). This. messagecontainsconfidential.,andpapdc.tc;y infof-p n of AmericanAirlines(suchas customerandbusinessdata) that maynot be read,

searched,distributedor otherwis.e.ggedby anyone.othe.rthan the Intendedrecipient. If you are not an intendedrecipient,pleasedo not read,.distribute,ortake actionin relianceuponthis message, -If you suspectyou havereceivedthis emailin error, pleasenotify thesenderand .promptlyd9letet.hismessageappljts.attachments.fromyour computer

Conditions of Carriage Special Assistance rlight Check-in _ Flight StatusNotification

NRIQ 1317645233272721262105200

4

SDPW00005308



Fronn Mark Kartencever <[email protected]>sent: Tuesday, March 11, 2014 06;39 AM.To: Charyn Powers; ARIE DAVID; Samir; vicgcaribresorts.comSubject: FW: Lancomn N.V. (Purchase af Loan),- Ltr from B6rrñGñ Lawdd 1.0 OS 14 /Transfer of Loan

AgrGaitisñ1& Assignnient of Claim & SecurityAttachments: Lancemn N.V. (Pürchase of Loan)- Ltr from Bermon dd 10 03 14- (MOK) (MS)- - 10 03.14.pdf;

Lane.omn N..V. (Purchase of Loan)- Transfer of Loan AGR & Assign of Claim & Secr.- (MOK)(MSh - 10 OS 14.pdf

Dear All,

Attached are the agrêGrñGigs as they háve 15een exe.cuted by RBC. We huve 7 ariginäf Ver ions on our desk.

itegards,Mark

..........._.._._..,._..-...._...,......._._.._.._.._.-.-...-......-..,..-.-..........._..-...._.....................,.......,...-...-._.._................-......_...,....,....... .._.._.......,...-..,.._..-........

From: Martyn SchellekensSeint: Monday March 10, 2014 1:09 PM

To: Mark KortenoeverSubject: FW: Lancomn N.V. (Purchase of Löan)- Ltr from Bermon Law dd 10 03 14 [Transfer of Loan Agréêrñêñt &Assignment of Claim % Security

Hi Myrk

De origine|êñ van de overeenAmWñ, ontvangen van Berrnon, liggen nú op jouW bureau.

Verder heb ík zeals besproken Monique ultgelegd dat we nog een verklaring willen over punt 8c. Zi) zou dit apñarseñ metRBC.

Groet,

Martyn M..N.C. Schellekens, LLM ,

Attorney at Law

...--....._........._...-.._.._..-..-......_._..-......._.-......._.--._..............................................._..-...._...........-....-..._.-.......,..._.. . ................. ........_........................._.....

Front: Latgya CuffySent: Monday March 10, 2014 11:55To: Mark Kortenoever; Martyn SchellekensCc: Vida Boyrard; Shana EdwardsSubject: Lancarññ hil (15urchase of Loan)- Ltrfrorn Derrach Law dd 10 03 14 /Trarister of Loan Agreerriest & Assigñrnent ofClairn & Security

Attached was teceived by Bermon Law today.

Matter# tieknown

Latoya cuffyAdministrative Assistant at

....-.....................,..........................._...,..............,...._.,..._......_.......... .......,............. ..

LEXWELLAttorneys a.t LawI-alcon Road 2

Harbor View. AWFWf5 ATWAWPhilipsburgSint Maarten

1

SDPW00001857



oLAWOFFICE & LEGISLATIVE SERVÍCES

In.coop&átionwit|) VanGillini anorneysat lawin A;nated:;n attdCuiaeno

Frontstreet6, Suitc3 int M.M. M ±PRÈ!gphPhiMjsbu.rg. mr B.G BefinawSintMaarten mr LM,0, DundasTel: (+$99) 4250k8/ S425074/5437817 mrM. ny:11toFas:(+599)5425037 www.bormon-law.come-mail;intpWhomen !;rs.con.r

Per delivery

LE XW ELLar M. O Kortenoev_e_gmr M. Schellekens

PhilipsburgSint Mearten

Philipaburg,. 10 March 2014

Ref : Assignment Agreement RBC - Suttongate

Dear Colleagues,

Please find seven (7) copies of the assigmuent agreeráønt as signed this

morning by RBC Bank.

Kindly have thent signed and retum one or more copies with signatures of

your client and the other signatories.

Kind regards,

BqanonN V. isvegisteredwith titeChaniberor0ammereqandindustryunderNo, 014380,Alths‡uctio;;á areacceptedandwill beexecutedsolelybythe:1tmitedliability compänyBermonN.V. Sint MaaItenlaw is .applicable.Any liability shallin anycasebelimited to anamountof ANG 25.090c-

SDPW00001859



O



TRANSFER OF LOAN AGREEMENTAND

ASSIGNMENT OF CTAIM AND SECURITY

made as of the ]0 _ day of March, 2014

B E T W E E N:

RBC ROYAL BANK N.V as successor in interest to RBTT Bank

N N., a Curacao entity with a branch .office .on Sint Maartcñ

("RBC")

- and -

SUTTONGATE. HOLDINGS LIMITED a limited liability

curspññÿ incorporated under the laws of Gl½ltar, or its designte

("Suttongate")

WHEREAS:

(a) RBC has provided certain credit faellities to Laconm Management NN. (the

"Debtor"). pursuant to that certain commi*nent letter dated May 8, 2009, as

amended by certain ==±=hoñt- letters (the '"Loan Agreement '), which Lonn

Agreemerit is edtached to this agreement as Schedule A;

(b) The Outstandlog amount owed by Debtor to RBC pursuant to the Loan

Agreement is per February28*

2014 US$ %647 802;35 to be increased with dailyinterest as per said dateaud costs (the "Claim");

(c) The Claint and all that is 1ñd6bted by Debtor pursuant- to the Loan Agreement is

secured as set out in Schedule B attached hereto (the "Seenritf), which includes

among others:

(1) The variotts güëañtees (the "Personal Guarantees") granted by MkSamir Añdrgwas ad Ms. Virginia Maxima Iglegins (the "Personal

Guarantors");

(ii) The inortgages stat'liad by Kashmir Investmerda Limited ("Kashmir")over certain parcels of land registered in its name (the "Mortgages"); and

SDPW00001860



- 2-

(iii) The guarantee of the Claim by Outista N % ("Ourista"and, together with

Kashmir, the "Corporate Guarantors 'and, together with the Personal

Guaranton, the "Guarantors");

(d) pursuant to the terms hereof, RBC has agreed to transfer and assign the Loan

Agreement, the Claim and the Security to Suttongate; and

(e) Debtor and Guarantors have all cacñtcd to these transfers and assignments.

NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the

premises and the payment herein referred to and other good and vg'cabic considentiõn, the

receipt and sufficiency whercaf are hereby acknowledged the paties agree as follows:

L The Debtor and each of the Guarantors hereby ackaspedge and confirm that the recitals

hereto, including the schedules referred to therein, are accurate.

L Subject fo the tenns and conditions and in reBance upon the reproscñtatkns and

warranties set: forth in this Agreement, RBC hereby agrees to sell, assign, transfer and

convey onto Suttongate, its successors and assigns,. and Suttongate agrees to pti+chese and

accept ftom RBC (the"Assigmnent"):

(a) the Loan Agreement and the Claim as a result whereof, Suttoñgate shall become

owner of the Loan and the Clairn together with alLSecurity ;

(by all moneys, with the exception of interest payments made to RBC pilor to the

Closing Date , that may hereafter becoins due or owed by Debtor or Guaragics to

RBC in respect of the Loan Agreement, Claim and the Security; and

(c) all of the right, title and interest of RBC in and to the above and in all security

documents, instrurnents, agreements and other writings delivered in. connection

with the Loan Agreement, Claim and the Security, and in.the property, assets and

undertaking thereby secured mortgaged, charged and assigned (the "Collateral")together with the fhil benefit of all powers, covenants and provisions centened in

the Loan Agreement and the Securf ty

3. The purchase price for the Loan Agreement, the Claim and Security is US$7,000,000

(Seven Million United States Donars) (the *Purchase Price"). Suttongate shall pay the

Purchase Price to RBC on the Closióg Date, as hereinafter defmed, by wire transfer of

immediately available funds to the office of notary Marlene Mingo (the*Notary"). The

Notary will transfer the purchase Price to RBC upon the hansfer and4ssignment of the

Loan Agreement, the Clairn and Security in anform acceptable for both parties before the

notary and in compnance with all of the material terms and conditices of this Agreement

(the "Closing'');

4. The Closing shall take place at the office of the Notary on St. Maarten on or before on or

before April 4, 2014 (the "Closing Date"), under the condition that on the Closing Date

the aforementioned hirchase Price of US$ 7,000,000 is in the escrow account of the

Notary.

SD PW00001861



- 3 -

5, It is parties'intention that as of the Closing Suttongate shall replace RBC under the Loan

Agreement and shall be the owner of the Claim and the Security,

6 As of the date of this Agreement, and until Closing, RBC shall administer any and all

monies received by RBC or ;to which RBC may have become entitled to paraüáts to the

Loan Agreement, the Claim or the Security, including but not limited to insurance

proceeds in the event any of the Security would be damaged or lost, and shall submit

these monies or transfer these entitlements to Suttongate immediately after the Closinge

7. Concurrent with the completion of the transaction contemplated hereby and under the

condition that the full Purchase Pdce has been paid by Suttongate to RBC, RBC will

deliver on the Closing Date to Suttongate all documents in connection with and

pertaining to the securities (mortgages, guarantees, FTO's and assig==m) as described

in Schedule B.

Furthermore cancurrent with the completion of the transaction contemplated hereby RBCwill deliver on the Closing Date an original release executed by RBC codming that

subsequent to the Assignment RBC has no claim or other rights or entitlement against

Debtor and Guarantors in a form acceptable to Suttongate and its counscL

Itis not RBC s corporate policy to give out originals of any document delivered to RBC.

RBC will provide Suttongate with certified stamped copies of all documents to be

provided in accordance with this Agreement as listed in Schedule B

8, The AsWg=nent is made on the basis that there are no representations, warranties or

conditions, express or implied, made by RBC or by anyone on its behalf or by anyone

else with respect to the Claim, the Security or the Collateral save and except as follows:

(a) RBC has all power and authority required to enter into and perform this

agreernent;

(b) RBC has not entered into any other agreement to sell, assign, convey, transfer,release or encumber the Loan Agreement, the Claim, of the Security, in whole or

part. RBC has good .and marketable title to and RBC is the sole owner of the

Loan Agreeteent, the Claim, or the Security and has full right to transfer and sell

all of them to Suttongate free and clear of any enc=brance, equitable interest,

lien, charge, pledge, claim or seenrity interest, granted by RBC

(c) RBC acIuiv wisdges and represents that the Claim includes all amounts owing toRBC by the Debtor and the Guarantors under the Loan Agreement and a credit

card issued by RBC to Mr. Andrawos the final four numbers of which are 3923

(the "Andrawos Card ). RBC has searched its records on St. Maarten and is not

aware of any other debt obligation of the Borrovrer or any of the Guarantors to

RBC originating on St. Maarten, RBC is not relying on the Sepurity to secure anycibligation of the Borrower or any of the Cuarardors except the Claim and, upon

the assignment and transfer of the Security as contemplated under this agreenient,

any such obljgation pr liability would not be secured by the Security. RBC'srecords in St, Maarten do not indicate that there are any undisbursed escrow

SDPW00001862



- 4-

paymenta made by or for the benefit of the Borrower or any of the Guarantort

The Andrawos Card has been terminated in order to include the ainount

outstanding under it in the Claint and Mr, Añdrawos, by signing this ágreement,approves and cüñscata to such termination and agrees to return the Andrawos

Card to RBC fórthwith. For certainty, we note that Mr. Andrawas and Ms.

Iglesias are active in 6ther busiesses on StEMaarten for which either or both of

them are signing officers and which have non4orrowing business dealings with

RBC as of the date of this agreement. RBC reserves all of its rights as regards

those other businesses, Mr. Andrawos and Ms. Iglesias in respeet of them.

9. Buttongate acknowledges and agrees that:

(a) the assignmeñt is made by RBC stfictly without recourse to RBC, its officers,erdplcyecs or agents3 and that RBC shall not have any responsibility to Suttöngate

except as specifically set out in this agreement;

(b) RBC does not make any representations or warranties and does not assume any

responsibility for the enférceability of the Claint or the Security, the collegnilityof any afnount advanced under any of the foregoing or the nature, value,d6scription or salability of the Collateral;

(c) RBC does 110t make any representations or warranties with respect to, and does

liot assume any responsibility for, the fmanchd condition of the Debtor or any of

the Guaranton pr thø perfortnance or non-performance of the Debtor of any of the

Guarantors under the-Security;

(d) RBC does not make any repremniaticas or warranties with tespect to the accuracyor completeness of any fmancial inforination made available to Suttongate with

respect to the Debtor dt any of the Guarantors, and does not make anyrepresentatitas or warranties of any kind or character as to the cruditworthiness ofthe Debtor or any of the Guarantors; and

(e) Suttññgate has made and vd11 continue to make indepéñd6ñt investigations of the

financial condition and affairs of the Debtor and .each of the Güârañtórs and the

nature, value, description and salability of the Collaterai and Suttongate acceptsits own appraisal of the credit-worthiness of the Debtor and each of theGuarantors and the nature value, description and salability of the Collateral

t4 RBC shall execute and deliver to Sultangate all such other:documents as are reasonably

necessary to evidcate the Assignnient.and to carry out the true intent and meaning of this

agreenient,

D. Whether or not the transactions conteinplated under this Agreement am completedSuttongate and RBC each shall be responsible for the payment of their own closingexpenses inclading the conducting of any due diligence investigatim¼ legal fees and

costs, and expemes in negotiating and carrylag out obligations under this Agreement

All costs and expenses incurred for recordation of the assigaracnt of the Mortgages and

SDPW00001863



any other accüments necessary to evidence the transfer of the Loan Agreamcat, Claim

and Security to Suttongate, shall be paid by Suttongate.

12. This agreement shall be binding upon the pattles hereto and their respective successors

and assigns: and shall inute to the benefit of the parties hereto and their respective

permitted successors and assigns Without the consent of the other party, neither party

may assign or delegate its rights or duties hereunder prior to the Closing Date; except that

Suttongate may assign its .rights and delegate its GBligations hereunder to an affiligte of

Sutteñgate without the consent of RBC. This agrccacñt may be delivered by the parties

hereto by facsimae or other electronic means in separate counterparts, each of which

when so executed and delivered shall. be an original, such that all counterparts shall

together constitute one and the same instraracñ‡, and, to the ext6nt that this Agreement is

delivered by Paesiniile or other electroñlc means, the parties so executing shall forthwith

deliver to the other parties manually executed copies thereof

13. This agrêcmcat is the entire agreement between the padies relating to its enbject tngtter

and supersedes any agrccmcats relating to that subject matter existing on the date of this

agreement, written or otherwise.

14. In the case any provision in this Agreement shall be found by a court of competent

jurisdiction to be invalid, illegal or unenforceable, such provision shall be construed and

enforced as if it had been more narrowly drawn so as not to be invalid, illegal or

unenforceable, and the validity, legality and enforceability of the remaining provisions of

this Agreement shall not in any way be affected or impaired thereby.

15. This agrcemcñt shall be construed and interpreted in ;accordance with and shall be

govemed by the lawa of the Country of St. Maarten without regard to principles ofannflint* of law and irrespective of the fact that one or more parties hereto is now or mayhereafter be a resident of a different state, jurisdiction or country. Any dispute arisingfrom this Agreernent will be.settled by the Court in First Instance of St. Maarten,

Signature pages follow,

I /

SD PW00001864



- 6 -

IN WITNE HEREOF, the parties hereto have axajWed this Assigm:tunt of the Loan

Agreetnent, he lairn and Security on the date arst mentioned above.

RBC R L ANK NX RBC ROVAL BANK

By

Avth rized Signing Officer Anthorize fif Offteer"

e nes sanking

SUTTONCATE HOLDINGS LIMITED

B

Nanw:

TItie:.

Authodged Signing Officer

Acknowledged and Agreed:

LACONM MANAGEMENT LIMITEDBy:

Name:

Title:

Authorized nigning Officer

EA5nlyllR INVESTMENTS LIMITED OURISTA N.E

By: By;

Ngne: Namé‡Title: Title:

Authorized Signing Officer Authorized Signing Officer

Signature pages continue..

SDPW00001865



- 7 -

Witness: }

Byr }By:

Name: } Samir Andrawos

Title: }

}Witness: )

By }By:

Name: } Virginia.Maxima Iglesias

Title: }

}

SDPW00001866



SCHEDULEA.

LOANAGREEMENT

8

SDPW00001867



BANK N.V.

¼q‡gqgï5ëúÝ1(NNQ!GmvmFvn t59§)54G-1242dot Floor1599)54&7241FM(5915447241>640:‡ge

5% ROTfANÇVw kusacero

COMMITMENT LETTER

PRIVATE AND CONFIDENTIAL

May 8, 2009

The Managing DirectorLaconm Management NXMaho Elaza #24MahoSt. MaarteneNetherlands Antilles

( Attention: ML Sam1r Andra-to:: and Ms Virginia Maxima Isleslae

Beference: Bankin g Fedil)tles

Dear Sir t Madam;

We pre pleased to confirm thatc on the basis of !nreimaugn presented to ut, RBTY Bank N.V. (the9Bank") Will make availabl(t the following facilities for the purpose and owthe terms siki ;n:'!2soutlined helow

BoRROW.ER t Laconm Managernest NM

FACILITY t la, Term Loan (Exi5Uns) - US$ 6,260, 90,00(Five Millfon Two Hundred andSixty Thousand àne Hundred andNinety United States Dollars).

1b, Overdraft Faculty (increase) - US$375,000.0Q(Three Hundred and Severity Five

th Thousand United States Do!Isra),

1c, Credit Card EacHity (Exlating) -US$40,000.00(Forty Thousand United StatesDollars)

id. Term Loan (Existing) - US$1473c213.00(One Million Four Hundred actfSeventy Itiree Thousand TwoHundred and Thirteen.United StatesDollars),

10. Term Loan (Existing) - US$1,200,000.00(one Million Two Hundred ThousandUnited States Dollars),

SDPW00001868



BANK N.V.

$1 Term 1.nan (liew) - US 3,10D;0D0.00(Three Million One HundredTITousand Lilnited $tates DoGars).

TERMI REPAY MliNT : ta. will continue to be repayableNie conseoctikeme$ted monthlyInstallinents of US$523086.00 on the 30*

day of each monthwith a final payrnerlt of the outstanding balance onAlerch 36, 2023.

1b. Subject to call and annualreview. The OverdraftfacGity mustfluctuate to the astlefastlen 1pfthe Bank.

1c. Minimum 10% ofihe outstanding balance,

1d, Will continuø to be repayable via consegulive amortized mont.hlyInstallments of tfS$14;206..00 on the 28 day of each monthwith a final payment of the ¢útatarding balance on polober 30, 2023

e2epayment otInterest enly on drawdowns duringw•Mic!hn perledof S months followed by (180pone hundred and eighty consecutiveempifized.Installtnents of U$$14 465%

1f, Papyantcof;Interest only on drawdowns during coatfugün pedodof 12 months, followe.d.by (180) one hundred and sighty consecutiveamorliged ine(allmente of US$27;8BLOO

(With respe.ct to the loan:facilillas the.amounts and allm.wcetnentdates,mattedlydates and Installmerits may very from the 1ecise dates/amotmla atated abovey àäpcndibg on the actualdate of L!sbunemen! ofthe.facilitles;)

PL)NPOSE. : 18. To consolidate¾ans.the To aselet with thawaikIng:capital requirements of the business,10 To tinance overseas purchases.M To finance warehouse.te; Totinance epadment construcUon projectif To finance commercialhuùding -construcilon project

(NTERiiGT RATE : is 7.86% per annum, calculated on.the trusts of a 380-dayyear totineactual dumber of days elapsed.

10. 7,a5% per annum, calculated on the basis of a 38046y yearlor theactua1number of dayrelapsed. The payments Will be debited fromyour current account. The Bank is not obligated to.hener anychecks/transfers that win cause the approved11mit t6 beexceeded, however where excesses arø permutag ag.the solediscretion of the Banli the Bank is entaled to charge additionalInterest on such excesses, currenity at the rate of 18% p.a

tc. 18% per annum until.fuñher noticer

4.Mungi\fmmgoMUiN1.' PagefofM

SDPWQ0001869



16. 7,85% pet $nnum (fixed for five years from the odginal da to ofel0ning the árrangement letter), calculated on the basis of a 360-dayyear for the actual number of days elapsed.

1e, 745ps per annum (pxed for five years from the original date ofsigning the arrangement.letter), calculatad on the basis of a 360-dayyear for the actual.number of days elapsed.

1f. 7% per annum, calculated on the beels of a 360-day year for thipactual pumber of days elapsed.

FEER ib, A management fee of 1% accui;1u:âted with tomover téx, currentlyestéblished of 3% totaling US$2,021.86 willbe charged ori the]ñcrèase, Thereafter, an annual administration fee will be charged onthe overdraft far an:emount of US$3,865.98.

. iceAn annual fee will be chargedon the Credit Card for an arnount ofS$1 .00 per card

if Closing fee of 1% ece! let-J with turnover (st, correntlyaslablished at 3% totaling US$31,958,77. Fees are payable onacceptance of offer and èfe non-refundabie.

(All latelest ratest fees atad chalgøs are subjectla change, from tims toflms, at (he sole à|5civi|cit at the Bank, with or without notice.)

BEctJRITY FOR : Register Cemend Firs0Mortg6ge as per deed datediand signed May 3,THE FAcILITY 2002 Kashróir levestments Limited.. held to protect facillifes in the ríame

of Laconm Manageinent: NX and 0Urista NV, stWmped up to theamount of US$686,000,00Jeetassed 6ý 40% for laterest andesta overt

a plot of larid measuring he less thart 1,440m2 tocated in the district ofSimpsonbsy; also known as10t 47 of section of Beacon l-lill Estates so..deselbed In cerfiricate of Admeasurement no.63/ï9B9, With allapputtenarices It eyelo.

on the right of lon lease IIII March 3d 2047 cha plot of land measuringno less than 380m docated in the district.of Simpsonbay; also Isnown.sslot 49 as described in certificate of Admeasurement ryo. 265/1986, withthe thereon standing dwelling house, with all opputtenances thereto,

on tâ9 /ight of lon tease till May2^Î* 2048 on a plot of land nmestriñ

ho less than 400m located In the d(strict of Simpadnbay, also known galot 35 as-described in Cerililcate of AdmeasurerñéiR no. 207/1985, withthe thereon standing dwelling house, withell appedenances theato,

Fiduclary Transfer óf CWGatship creating a.first charge on sil vehiclesregistered in the name of Laconm IWanagement NY

SDPW00001870



BANK N.V.

Assignment in the Bankilavat of Life Risk (neutte on the life ofits.Virginia Maxima latealas,.in he amount of US5500,000.00 (on aredud(ng basis).

Register Demand First Mortgage as per deed dated andsignedSeptember 36 2004 In the nWme of }<asmfr fovestments Limited, held toprotect facilities In the oame of Ourista NN,sod Laconm ManagementNN.estamped up to the amoGpt of US$600,000.00 imreased by 40% forlaterest and costs.oven

a plot of Jand measuring no less than 2,000 th'rocated in the distd6t of

Little Bay at Welgelegen, as deacdbed In C-$$ète of Admeasurementno.196/2004, with all appurteffences thereto.

4 plot of fand measuring no less than %32thtf, focated in the district ofLittle Bay at We!gdegas, as described In Certifloate.of Adrneastirerdent.n4197/29D4, with.all appurtenances therete

Assignment In the Bank!a favor of Fire and Extended Peril Insurgrrce

policý covering teal estatelocated.at Csy Hill, In an arnount end with anhisurance compony deemed acceptable by the Bank.

Assignment ofell accounts receivables.

P$rs9nal Quara.0.tee.signed-by Mr. Samir Andrawos and by Ms VirglolaMaxhüa fglealas held 10 protect facilities In tite neme of L4ä6nmManagemen1 NN. lor US$2,975.767.00.

porpdfetw$uarantee signed .by Ourista N . held to protect fácilities inthe name efledortii) Management fW. for 0$$$,97iJ67:00.

Megister Osmand Second Marigage es per deed dated and siged July1,200519 the natiíe of Keshmir Investments Limited, held to pt6tectfoollities in the narne of LaconmWIanagement NW statnped up 19 theeinouindf UST1;686767 00increased by 40% for interâ8t and costsoven

a plot of land measuring na less than 2,800 m*, locate4ln the distrist ofI.Illie Baysat>Weigelegen, as described In Gertificate of Admeasurementno.196/2004, with anapputtenances themto.

a plot of fand measudng.ooless itten 1.320m'; located In the district ofLittle Bay at Welgelagen, as dø$ctibed la 06rtificat9 of Admeee9rementn9:197/20% wittrail appudenances thereto.

a filot of land meev r!ng no less than 1,4A0m2tocated in the. district of

Slinpsonbay, plso known as lot47 of sectionotBeaqon .HIIIEëtates asdescribed tri gertificate of Admeasurement no.63/1989, with allappurtenandes thereto.

SDPW00001871



on the light of long leasë till Marcha"' 2047 on a plot of land measuringno less then 400 , located1n the district of Simpsonbay, alsoknown as1ot49 as described in Certificate of Admeasurement no, 286/1986, withthe therson standing dwelling touse, withiall appurtanances thereto.

on the right of fong lease till May 275, 2048 on a plot of land measuringno tess than 381mª located1n ttie district of Simpsonbay, elso known aslot 35 as described In Certificgle of Atlmeasurement no, 207/1985, withthe thereon standing dwelling house, with all appurtenances thereto.

Persenal Guarantee signed by Samir Añdrawos and by Ms. VirginiaMaxirds igiesias held to protect fapililles In' the name of LaconmManagemerit NM for tJ$543000,000.00.

Fidunlary dwnership Transfer on an auxillary catamaran vessel named aSweel Ple in the hame of Laconm Management NX held to protectfacilities in name úf 1.aconm Management N.V.

Assignment in the Bank's favor of All-Risk Insurance poHcy covedhg th4aboye mentioned vesse), in an amount and with an insurance conflienydeemed acceptable by the Bätik.

Repister Demand Third Mortgage as per deed dated and elgned March21*

, 2006 In the name of l(eshmir Investments 1.imited, held to protectfacilities1n the narne of Laconm)Ianagement NX, stamped up to thearnount of US$600,000,00 Increasedhy 40% lor interest and costs over:

a plot of land measuring no less than2,800 m*, located in the district.ofLittle £lay at Welgelegen, as deschbed in Certificate of Admeasurementno.196/2004, With allappurtenances therero.

a plot bf land measuring no foss then 1,326m located in the district of1.ltile.Bay atWeigelegen, as described in Certificate til Admessurernentd0497/2004, with all appuftenances thereto.

a plot of.land ineasufing no less than 1,440m located in the district ofSimpsonbay, glso knowri as fot 47 ofsectlon of Beacbn 14111Es(ates atdescribed in Certificate of AdyneAsurement no.83/1.969, with allappurtenances therete.

on the right of long lease till Match 3d 2047 on a plot of land mèasuringno less than 400m2 located in the district of Gitnpsonbay, alap known aslot 49 as tiescribed In Certificate!of Adrneesuremcñfne;265tt988, withthe thereon standing dwe.Illag hous.e. with all opputtenances thereto.

on the right of Iong lease fill May 275, 2048 on a plot of land frieasuringnoless than $á1m2; located in the d1aldot of Simpsonbay, also knówn aslot 35 as described M Certificate of Admeasurement no, 207/1965, withthe thereon glanding dwelling house, with all oppedeñances thereto.

LuebnmAlanogenwntM f'qge$of r3

SDPW00001872



.BANK N.V.

RegisterDemand First.Modgage as per dead tlated and signed June 5,2007 In the name of Kaalimir lovastmentslimited,. held to pr0tectfacilities in the name of Laconm Mana ement M2, stamped up to th#amount of US%t,681,000.00increase by 40% for interest and cðdisove.r

a plot of land meastfr[ng n4 less than 1,340 m², located in the distdot ofCole Bay along the Welfäte Road, es tlegerlbedia Certifj.cate of.Admeasurement no.11/2005, with all uppedenances therald,

a plot of land measuring no tess than 189m' locatgd in'the. distdct ofColk Qmyslong the Welfare Road; as described In Certificate ofAdmeasurement no.10/2005. with all spputtenances therete.

Assignmentin the Bank's favor of Extended Peril.Insurance policyeqvering the above mentioned'DHL"

building, in an amoun) ar)d WIth ertinsurance company deemed acceptable by the Bank.

fiduciary Assignment of all rental Income from DHL,

Fidùclary Dwnership Transfer on:an gpxiliary catsmaran vess#l namedYea cear (formptly $lpel 8.end) registered in the name of LaconmMeMgement NM held fo protect facilities In name of LaconsManagón.ient NS

Register Demand FiraLMottgaga as per deed dated.and eigned lYlay2006 in ltie name of Kashnifr investments Limited, held 16protectfoolllties In the name of Laconm hugement NX, stamped up tb theamdunt of USSt,500,000.00Increased by 40% for interest and costsoved

a plot of lahd measudng no Bss than 3#54m2, slluated at Welgelegjocated in the dia.tdot of.Little Bay, as described in Certitbate pfAd/neesurement rw223!2007 with the thereort stand|ng building with anappartenances thereto.

Fidliclaty Assigareent of Rental income on above wereb0use Unilding.

Assignment in the Banks favor ofFirs and Extended Ped)in$utsncepolicytovering the above warehouse building; in ait phtodnt an,d with aninsurance company deemed;pcceptable by the Barik,

Registern.emand Second Mortgage in the name of Kashmitinvestments Liralted, held to protect fan1|ities in the t rut of LocoomMantlgement NY. stamped up to the amount of US$1,200,000,00inctéamed by 40% (or laterest and costs over:

a plot of land measudng no tess than 3,654m2, aftdated at Weigelegen,.boated In the disldot of Little Bay, as described In Certificate ofAdme$surementno.223/2007 with the thereon standing building with allappurtenances thereto,

/,ncmw|AlänaynwntN V Page6 of I3

SDPW00001873



A dost Ovetron Guarantee signed by Laconm Maneg9ment MV. held iolirotect facilitiesin the sarna nems to àuararilee payntent of any and allc0stpVerruns above 31,200,000.D0 peMnmg to the ConstrpottonProject

Register Qemand Fourth Mortgage In thename of Kashmir InvestmentsLimited, held to protect fooll1tles in the name of Leconm ManagementNL stamped up to the amount of US$.3,200,000,00increased by 40%for interest and costs oven

a plot of land measuring n0 feasthän 2,800 m2 loc8Iedin thé district ofLittit Bay atWelgelagen, ás described In Certificáted Admeasurementn0A98/2004, With all appurtenances thereto

a plot df Ignd measuring xip less than 1,328m", located, in the district ofLittle Beý at Weigeleserh as deacdbed In Cettificate of Adrheaswerdentno.197/2004, with all epputtenances theyeto..

Assignment of rental Income from the above office building

Assignment In the Bank's favor of Fire and Extended Perif msurancepolloy covering.lhq above rnentleried office building, % an amöunt andwith.an insurance conjpany deemed acceptable by the Bhnk.

A Cost Overrun Guarantee signed by Mr. GamfrAndrawos and Ms,Virginia Maxima Iglesias.hald to prefect fácilities in the nafne 4f LaconmManagement hfM to guernateepeyinist of any añd all cost overrunsabove $3J00,000.00,

(Alfinsurance policies must pontain aloss payee olause in fayor of IpeR&TT Bank NN)

THE FollOWING STANDARD CONDITIONS ALSO APPLY:

AFFIRIGATIVE the Borrower aslees thal it 9/IIIon the banits reqffe.st:COVENANTS 1, Fumish the Bank throdghout the life of the credit facilities, with:

a) annual finanelar statements (compiled/re9Iewedisodited,prepared by an accountant/ administrator deemed.acceptgble by the Bank) within 120 days after the close ofthe fiscal year;

b) annual updatedNehyorth Stateme;tts of Mr. SemitAndrawon and Me, Virginia Maxima Igleglas;

6). annug| evidence of premium payments for the assignedingdrance pnlicles, as well as the origjnal policies;

d) Updated excerpt of Chamber of Commerce only in case ofchanges end any emendments of the aritcles ofIncorporation each time an amendment Is made.

li. .F5rginptlypay allobligations as they become due,

111, Provide the Bank with access to and the right to Inspect theBorrower's books, Financia) rqÇords, and colláletal held by theSank as magbe periodically requiredend requested by theBank,

monmMauagenmnñY Fageinfl3

SDPW00001874



BANK Ny.

iv, Qeposl.1elfgenstatedrevenues at II)e Barik,

Provide the Bank on syearly bealper an may otherwisereeschably req ged by the Bank Wth Trad ReceivablesandAccountsPayable lists With aging of the apoounts, within15days of the end of each yeara.correctlyddledend.duly a1gned,.

vt Provide the Bank on a yearly basls (dr às may be otherwisereasonablyrequested by the.Bank) withupdated list) ofmachinery, kverâtry stock and g:1e!p‰..t within 154%ys of theendbf each year, cdrrectlydated and duly signed.

yl1, Provide the Bank upon request with an appraisalreporl(s) froman appraiser deemedscaeptable by the Bank.

vill Promptlynotify the Bank.of any altephm;nt or lien levied agalhelany asset held by the Bank as collaterator any change ofdirectur(s) of BoWowen

NEGATNIf : The.Borrower agreen that it willinot without the pñor consent of theCOVENANTS Bank:

1, Guarantee, endorse or otherwise becomeaurely fororopon theobilgations of others, except by endorsement of negotiableinstruments:fordeposl( or collection In the ordinary course ofbusiness,

II, Enter hto anymerger or conno)Idation,or .sell or lease.ell orsubstartlially eN of its assels.

ill. Incur any additional borrowings.

19c Chahgeownership of Company.

SPECIAL 7 L A prepayment penally of 4% of the egict;:‡|;;g balancg W11FQplyCONblfloN(S) be applied in the event of early r4phytaara of these fac Illes Via

third party finanofng;@

II. Profits are to be retained In the companies andnò diyldendpaymente ordrawings are 19be madeunless prior writteeconsent from theBank is obtained, whleft conserft willopt beunreasonably withheld..

The Sanic reserves the rightdudng the eXfatertceof thesefacilities to demand that the Borrowardhange the acco4ntantpreparing the I3orrowers flnaticial statements if in the soleopinion of the Bank statements stibinilled are hootnplats,inaccuralk or otherwisa considered unacceptable.

/«muthManogenMelMY Pagesoff3

SDPW00001875



IV. Payment in eny accourit of the Borrower at the Bank resultinfrorMhe sale of any collateral made In order to (Invart or Inwhole) settle a debt to the Bank.under this facilitiqe, Isconsidered a direct paymeni to the Bank and will therefore nottesult In adebt of/ amount owed by the Bank to the Borrower.

v. The Bank may,.et.Its sole discretion, suspend, withhold ordiscontinue dinbursement under an,y facilitles listed herein if, inits sole opinion, there has been any materlai adverse change Inthe funding requiree)ents of the Borrower withrespect to anyfacilities andfor any purpose Iísted herein, This shall Include, I)utriot bp limited to, any significant cost overnins of IncreasesapBOClatedWilb any purpose for Whloh this facljlties Is gentedWhich become kn4wn to the Barik GUhasquep‡ jo the date öf INIsletter with rëspect 6f which the Bay)k mayte uncertain as to thesource, commitment and/ or availability of funding to cover suchIncreases.

vi. The I$ank resentes the tight to charge a Stand By fee of 0.25%on any ondrawn balanct This fee will be pay5ble on a rñonthlybasisa

4 A mthimum fee of US $400.00 per month will be levied for theIéte receipt oflntarim or annushinancial statentents or-other!r c:mc±gs outilned under theheading Affir;nstive Covenantsin this agreenient

vill. At no time In disbursement Will the bank debt position exceed75% of constructidñ cost (in relation to facility it).

ix. lhlermiÑent draw downs will only be perrñlited ágainst theCl0antity Surveyofs Report of a niember õf the Bank's panel ofindP n! quantity surveyd;s for each phase of consdtruction.This report will he:required tourtifg

• That the geeNty of work performed meets1he expectedengineenng and construction standards

• The quantity of work performed In relation toarchitectural plans

• Any significant variatiohs from architectural plans

x. Costofthesesurveydys' reporis will be to the account of the

Brorrower.

xt. All disbursements will be applied to approved constafallonexpenditure only.

xll. Quarterly marketing reporig will Include the unit leases for theperiod, the volume in OS dollars, copies of signed agreements.

xill. All banking facilities are to be conducted.at.this Elanit

CONDiiiONS l. All $eceities must be In place and legally binding priqr toPRECEDENT disbursement of any edvancess

1.moumuannenmst.1V PageVofD

SDPW00001876



BANK NX

II. In order to disburse the.funds there must be no materialadversechange1n the financial condillon of the Bonower and{or.fn thefinandlel, political, economic or ather c:::ditions that could, 10 thesole opinlon d1 the BankNdversely effect the Borrowers abilityto repay thesa facilities.

I. Èvidence of equithinvestment to the sailsfaction of the Bank tobe evidenced by. the eQuebtily Surveyor report.

lw Signedb|ndfug lease agreement with SVB,

w .All required approvals (statutory or otherwise) for any purposefor which such appmvalls required, must be obtained andevidenced to the gank prior to disbursement, including theb.0lkfing Permit and a Statement of No objection from theRepartment of VROM of theJsland territory of St. Mbarten,

VL. Delâlled contracto/s cost estimate, lo be Verified by the Bank?isappointed Quantity Surveyor. Cost of verification Willbe to tha.soccur# of the Bonewer.

vil. Full perfectiost of ColistWal security in a tonn satisfactory1oRBTT Sank NM

REPRNSENTATIÖNS ‡ The Borrower hereby represents and warrants to the Bank as f6Ilows:.0WARRANTIE[S I, Tha0the-Borroweris duly authorized tpenter into this loan

ágreentent anddoingsowoes not violate any terms ornonditions ot tle charter or Articles of.Indorporation,

II That all financial and atherInformation, Includ1ng futurelijibririst!Grü submitted b the Barrower to the Bank Is and will beIrueand correar in.alf materist aspects.

lli That since thedate of the last financial.statements submitted tothe;Bank, there has bee.rl no material adverse Changes in thefinancial condition ofthe Borrower and that the Bormwar has noknowledge of any material Ilabilftles, contingent or atherwiseewhich are not reflected in the last Balance Shipet subm||‡ad tothe Sank-

tw That at the lime of algning this letter, there is no iltigation ofother proceeding pending against the: Borrower and that theB.orrower.Is not in default with any arder,.injunction.decree crdèmandnTeny Court, Tax Authority.or Governmental agency2

EVENTS OF I, Pallure of the borrower to deposit sufficient tunds to the currentDEFAULT accopnt fo cover monthly loan/ laterest payments (even if the

current account balance is within the authorlted lirnity.

ll, Any default by the Bnnower In the payment when due of theninnipalandf of laterest payable in respect of this facilities.

SDPW00001877



RIGHTS ON A f. Ûpon the occurrence of any Went of Default, all obligallons ofDEFAULT the Borrower shall become imm;‡:!s!y due and payable .

without notice or demand,

IL Upon the vuuunanue ofany Event of Default the obilgation ofthe Bank to make any facilities available to the BorroWet shell besut6matically terminated and any undrewn/ undisbursedfacilities shall be automatically cancelled without notice unlessreinstated.by the Bank In wrning.

ill Upon the ecourren e of any Event of Defaulf the Bank shall beantitled to take possession of and to proceed with foreclosure onany items of collateral,

COETS All costs/:expenses Including but noI limited to the proper-tfen,fbreement, admh-dsitâtióñ, court cost, Bank's legal counsel review of

the docutnentailon, %gel feep, apptalsef# fees, if any and out of courtcollectior) charges#1th a mismum tf 20% áf the outstanding amount,seeM!eted with thlä credit facillfies shall be for the Borrower's account,regardless ofwhether this gredit facilities afterecceptance ofcomrnitrnent is u|timatâ|y used òr.ñ#le The Borrower therefore authorizesthe Bank to charge any.öMhe Boriowers tefated accounts for arly·suchcosts, which m4y even be atfded lo the exhling debts.

EXPIRATION OF t Ifeny foolillies tietaned herein are noldrawn within 3.months of theFACII,lTY $cceptance date 6f this affei', It will:‰‡âily expire unless otherde

reinstated by the Bank in writing.

REVIEW t These facillfies Will be reviewed at the sole discretion of the Bank onMarch 31, 2010; Sod snntially thereafter, if not earlier amañded orcancelled.

SDPW00001878



BANK N.V,

11L FaRure oHhuborrower to IIquidate any overdrawn balance asinay be demanded by the Bank.

it I allure to deliver True of .correct arly state)ifent or informallon !rtany docunient or financial staterfient 10 the Bank for the purposeof Inducingif to grant br malatain these credit facillUes.

Fallute of the Sorrower tò life any tax return, or to pay or temitany .fex and/ de social securities when due.

FaMure to (provide the Bank prompily on request with financialinformallon about; or fo permit inspection by the Gank of books,records and properties of, any Borrower,

vil. Loss theft, substantial damage, sale or encumbrancd to or ofany property; goods or monies.constitu1log any coNateri(I for theobligations, or. the malilng of any levy, seizure or attachmentthereof or Ibereon or the fellure to pay with respect fo anylosurance poney, any premium thefeforeeDe1ault:under .anyInstrument constituting,.orunder any agreement relating to, enycollateral.

vill. Death, dissolution, tennination of existence, insolvency,business failure, appointment of a trustee or other.custodian ofany part of the property of, as#Ignment for iHe barrafit di thggreditofe by, or the commencement of anyproteed|nga tínderany bookruptcy orinsolvency fews by or Against pny Barrower/Obligor,.

It Lons/ Fallure to obtain (renewal) dr arty pennitdrenclilso ©rcertification considered by the Bank to be essentful for properlind.leguimate continuation of the busine¾

x. Change In the condillon ar affelrs (linancial or dtitpngs¥) of anybouower whIch, in the soleepinion of the Bank, cduld impair itssecurity or increase Its risk Thereupon or at aríy time.thereafter(such defaulinot have been |5reylously cured). at I.he option ofthe Bank, aff abligations of the 89rrower shall become.Immediately due and payablefithout notice cr demand. Suchchange also includes emigration, kicluding moyfog to anotherpart of the l( Ingdom of the Nethedands

xt Breach of any covenant or condlifon $11pulaJedIn this letten

XII. Any repr.esentation or warrerfly as made herein proving 16beuntrue or incorrect.

CROSS DEPADLT : the oricurrence of any event of default wnh respecno any facilitlei ofthe BorròWer shall be considered an event of default on all facilltle4 of allthe Borrower end the Bank may. at Its discretion, exercise any/ all of itsrights on a default with respect to any/ ell facilities

SDPW00001879



Our General Terms and Conditions With which the $cce-Vst deofares to be in ree=itt and a copy ofwhich he declares to have received shall.further govem our relationship;

Kindly cotilitm your understanding and acceptance of the abbye terms end :::"'"::: by signing .datingand.ist:mby this letter on or before May 22, 20.09, al WhiÇh time thla offer3 if not ecceptsA will·expire.Disbursement of Advances may only take placq upon atçeptance di this NT MtTar.! Letter andcomp!!er.ce wilh ell terms and ccñ as delelled herein lo he -‡:5 se! !crof the Bank;

This ocE-"-W Letter replaces at0supsineâ$ the Co ml!m n! Letter dated September 16, 2008,

Tamya Bs) Vaughn .Bahadur (Mr45énlot c u.n ecullve Seplor appgdr Risk Maññg6 rd

tacannt M ege.. at N.V, Acceptance Date(Borrower)

(M Acceptance Date

Virginia M ×lme sine (Mar) Áccop as e ate(Guarant )

itsta N V Acceptance Dateuorantor)

Encrosura(s'): . .CorporateGuarantea .FiduckryOwnershi TransferAssigtunentofTre Rer.eivables BlüNA10fi,, VERIMED

l.mvnm½tmagememNY Pog 13pf13

SDPW00001880



SCNEDULE B

Security

1. MORTGAGES

(a) Register demand first Atortgage as per deed dated and signed September 3d, 2004

in the name of Kashmir Investmcats Limited, beld to protect the facilities in the

name Ourista N.V. and Laconm thagement N.V. stamped up to the amount of

US$600,000increased by 40% fof interests and costs over:

(i) A plot of land measuring no less than 2,800m2, locatedxin the district of

Little Bay at Welgelegen, as described in Certificate of M-:;;2rement

no.196/2004, with all appurtenances thereto.

(ii) A plot of land measuring no leas than 1,326m2,. located in the district of

Little Bay at Wégelegen,. as described in Certificate of Admeasurement

no,197/2004, with all appurtenances thereto.

(b) Rògister demand second mortgage as per deed dated and signed July 1, 2005 in

the.nameof Kashmir Investments Limited, held to protect facilitibiln th6 nam6 of

Locomn Management N;V., stamped up to the amount .of US$ 1,686//67,00

increased by 40% for the interest and costs over:

(i) A plot of land ninasuring no less than 2,800m2 , located in the district of

Little Bay at Welgelegon, as described in Certifleate of Admeasurement

no. 196/2004, with all appurtenances thereto.

(ii) A plot of land measuring no less than 1,326m2, 1ecatäd in the district of

Little Bay at Weigelegen, as described in Certificate of Admeasurement

no.197/2004, with all appurtenances thereto.

(c) Register demand third mortgage as per deed dated and signed March 21st, 2006 in

the name of Kashmir Investureñts Limited, held to protect fàcilities in the natne of

Laconm Management N.V., sta3nped up tù the amount of US$500,000.00increased by 40% for the interest and costs ever:

(i) A plot of land measutiñg no less than 2,800m2, located in the district ofLittle Bay at Welgelegen, as described in Certificate of Admeasurementno. 196/2004 wititall appürtenances thereto.

(ii) A plot of land measuring no fess than 1,326m2, located in the district ofLittle Bay at Wè1gelegen, as described in Certificate of Admeasurement

no.197/2004, with all apportenances thereto.

SDPW00001881



(d) Register demand fourth mortgage as per deed dated and signed April 1, 2010, in

the name of Kashmir Investñients Lirnited held to protect faci!1tles in the name ofImwm Ms:q,ca:ent N.V., stamped up to the amount of US$3,200,000,00

increased by 40% for the interest and costs overr. .

(i) A plot of land measuring ho less than 2,800m2, located in the district ofLittle Bay at Welgelegen, as described in Certificate of Admeastueinent

no. 196/2004, with all appurtenances thereto.

(ii) A plot of.1and measuring no less than 1,326m2,. located in the district of

Little Bay at Weigelegen as described in Certificate of Admeasurement

no,197/2004, whh all appurtenances thereto.

(e) Register demand first mortgage as per deed dated and:signed June 5, 2007, in thename of Kashmir Inve¾ments Limited, held to protect facilities in the name of

Leomn Management NL pamped up to the amount of US$1,661,000.00


(1) A plot of land measuring no less than 1,34Qm2, located in the district of

Cole Bay along the Welfare Road, as described in Certificate ofA easurement no. 11/2005, with all appurtenances thereto.

(ii) A plot of land measuring .no less than 189ní2, located in the district of

Cole Bay along the Welfare Road, as descñbed in Certificate of

Admeasurement no, 10/2005, with all appurtenances thereto.

(f) Register demand first mortgage as per deed dated and signed May 7, 2008, in thename. of Kashmir Investments Limited, held to protect facilities ltr the name ofLaconm Management NT., stamped up to tlie amount of US$1,500,000,00


(i) A plot of land measuring no less than 3 654m2, situated at Welgelegen

located in the distrint of Little Bay, as described in Certificate of

Admeasurement no. 223/2007, with the thereon.standing building with all

appurtenances thereto.

(g) Register demand second mortgage dated 17$ September 2008 in the name ofKashmir Investments Limited, held to protect facilities in the name of LaconmManagement N.V., stamped up to the amount of US$1,200,000.00 increased by40% fby the interest and costs over:

(i) A plot of land measuring no less than 3,654m2, situated at Welgelegenlocated in the district of Little Bay, as described in Certificate ofAdmeasurement no. 223/2007, with the thereon stardüg building with all

appurtenances thereto.

SD PW00001882



2, GUARANTEES

(a) A cost overrun Cerenfee signed by Lacone Mañãgentent NN. and Mr. Samir

Andrawos and.Ms. Virginia Igicates, held to protect facilities in the same natne to

guarantee paymcat of any and all cost overran above US$1,200,000.00 pertainingto construction project dated May 11,.2009.

(b) A coat overrun Cuarâñtea signed by Mr. Samir Andrawos and Ms. Virginia

Maxima Iglesias held to protect facilities in the name iof Laconm Management

NY. to guargatee payment of any and all cast everrun above US$3,100,000.00.

to construction project dated 17 September 2008.

(c) Personal Guarantee signed by Mr. .Samir Andrawos and Ms Virginia Maxima

Iglesian held to protect facilities In the tanie Lacenm MengmcM NN. for

US$2,971.767.00, dated September 17, 2008þregistered April 20, 201L

(d) Personal deantee signed by Mr.. Samir AsidrAvics and Ms Virginia Maxima

Iglesias held to protect facilities in the name Laconm Management N.V. for

US$4,000,000.00, dhted 5epteinber 17, 2008, registéred April 20, 2011.

(e) Corporate Guarantep signed by Ourists NT, held to protect facilines iri the nameof Lacons Management Ny. for US$2,971,767.00, dated June 14, 2005,registered July 13, 2005.

3. FTO'S

(s) Fiducfary transfer of ownership creating a first charge va all vehicles registgred inthe name .of Lanconm Afanagemant N.V. dated June 14, 2005, regitstered

September 14, 2005.

(b) Fiduciary owñcrship transfer on an auxiliary cataraarati vessel in the name of

LiiEctsñ Management N,V held to pmtect fheilMes in the name of Lancañra

Management N,V, dated May 29,2007,

(c) Fiduciary owrictship transfer on an auxiliary catamaran vessel in the namp of

Lanconm Management N.V held to protect facultics in the name of LereneManagement N,V.. dated February 2, 2006.

(d) Piduciary onmenhip transfer of trade Receivables dated June 14, 2005, registered

July 13, 2005.

4. ASSIGNMENTS

(a) Assignment in the Bankf favor of Fire and extended peril interance policy

covering real estate located at Cay Hill, in an emount and with an insurance

company deemed acceptable by the banli

SDPW00001883



(b) Assignmêñt in theBanks' favor of Extended peril insurance policy covering the

above mentionad'"DHL"Dâildkg, in an amount and with an insurance company

deemed acceptable by the bank,

(c) Assign:non‡ in theBanks'

favor of Extended peril insurance policy covering, the

above warehouse É;!!fin;;, in an ametmi and with an insurance company deemed

acceptable by the bank,

(d) Assigninent in the Banks' favor of All-Risk imrance policy covefmg the above

mentioned vessel, in an amount and with an insurance cumgany deemed

accegiable by the bank.

(e) Fiducisty Assignmcst of all rental income ftom DHL building 4ated May 29,

200% registered August 93 2007,

(f) Fiduciary Assignmcat of all rental income from warehouse b#eg in Cay Hill

dated June 19, 2008, registered April20, 2011.

SDPW00001884



2020 07:32 pm - iapps.courts.state.ny.us

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