EFTA01086686.pdf

ASSIGNMIVIT OF COASTAL ZONE MANAGEMENT PERMIT NOS. CZT-4-99(W), CZT-81-87(L) and CZT-53-85(SL) ASSIGNMENT made this r3 kday of atedistear , 2006 from MOF VI Limited Partnership, a U.S. Virgin Islands limited partnership, whose mailing address is, 4801 Spring Valley Road, Suite 80, Dallas, Texas 75244 (the "Assignor") to IGY-AYH ST. THOMAS HOLDINGS, LLC, a U.S. Virgin Islands limited liability company whose mailing address is cio Island Capital. Group LLC, 717 Fifth Avenue, 18th 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 Permitter, 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; r WHE , Assignor and Assignee entered into a Purchase and Sale Agreement dated as of G Sa 6er .22 , 2006 ("Agreement") pursuant to which Assignee agreed that it would accept delivery from Assignor ot, 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 hereby acknowledged, and of the mutual covenants herein set forth, Assignor has 0a assigned, transferred, sold, remised, released, alienated, set over and confirmed and by ru these presents does assign, transfer, sell, remise, release, alienate, set over and confirm unto Assignee, its successors and assigns, forever, as an entirety, all of the rights and *N1 interests in the CZM Permits. TO HAVE AND TO HOLD all of the aforesaid rights and interests hereby assigned, transferred, sold, remised, released, alienated, set over, and confirmed or intended so to be unto Assignee to and for the use of Assignee, its successors and assigns. EFTA01086686  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 further 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 Code, 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. EFTA01086687  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 States Virgin Islands limited partnership Witness: Print Name: By: American Yacht Harbor, Corporation, its Witness: General P Print Name By: Ronald W. Rhoades, President Witness: GRANTEE: Print Name: IGY-AYH ST. THOMAS HOLDINGS, LLC, a U.S. V. • limited liability company Witness: Print Name: By: Name: /t n. La lc r" Title: Duly Authorized Signatory STATE OF 6€4., get it. ) ) ss: COUNTY OF yr „,,.., 1 4/fr, t ) The foregoing instrument was acknowledged before me this Cel day ofOres,lou , 2006, by Ronald W. Rhodes as President of American Yacht Harbor Corporation, a Delaware corpo • n, as General Patter of MOF VI Limited Partnership, a U.S. Virgin Islands limited pagher,bip o be f of said corporation and said limited partnership Notary STATE OF nit. 1 4/./em k ) ) ss: COUNTY OF An... yo,t. ) The foregoing instrument was acknowledged before me this Lig day of De4-640,,, , 2006, by W1 net (13 - Levi/ as the duly authorized signatory of IGY-AYH ST. THOMAS HOLDING% LI,C, a U.S. Virgin Islands limited liability company, a U.S. Virgin Islands ' •tecl liability y, on behalf of said limited liability company. EFTA01086688  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: (340) 714-9524 ASSIGNMENT Tel.: (340) 774-3320 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). 2). 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. 3). 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). 4). ASSIGNOR The Assignor is MOP 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. 5). 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). 6). 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. 7). DOCUMENTS INCORPORATED BY REFERENCE/EXHIBITS Application letter to assign Major Permit Nos. CZT-4-99W; CZT-53- 85(SL) and CZT-81-87(L) EFTA01086689  B. 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"). D. 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). ft-4r fr . ilea fir Austin M. Monsanto D e Chairman St. Thomas CZM Committee EFTA01086690  AFFIDAVIT OF IGY-AYH ST. THOMAS HOLDINGS, LLC SUBMITTED IN CONNECTION WITH ASSIGNMENT OF CZM PERMIT NOS. CZT-4-99W, CZT-81-87L AND CZT-53- 85SL STATE OF &feu) \fork I ) COUNTY OF 4t ) Lvi , 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- 81-87I, 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 rights 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.LR. & 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. IGY-AYH ST. THOMAS HOLDINGS, LLC, a U.S.yirgin led liability company By: e: Marc u, Title: Duly Authorized Signatory DATED: % r 4, 2006 EFTA01086691 SubscribeciAnd sworn to me this LI Say of , 2006 Seth A. Cohen blic NOTARY PUBLIC„ State ofNow Yolk No. 02C06146307 [S @dint:din ' County Commission Expires IS, 2010 My Commission Expires: rYlei i Cl ad( o EFTA01086692  AFFIDAVIT OF MOF VI LIMITED PARTNERSHIP REQU ESTING 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 ALL4s 4 ) ss: COUNTY OF Ad gar& Ronald W. Rhoades, being first duly sworn upon his oath deposes and says: I. He is the President of American Yacht Harbor Corpo ration, 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. Thom as 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 Assig nment 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 Affid avit requesting assignment and transfer, (c) the Assignee's Affidavit stating that it will honor all conditions of Coastal Zone Management Permit Nos. CZT4 -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(b)(4) 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, fl DATED: /2.-13 , 2006 By: Ronald W. Rhoades, President 1 EFTA01086693  Subscribed and sworn to b re me this day of 2006. Public My C ssionExpires:St.A I t sla [SEAL] Seth A. NOTARY PUBLIC. Coh ost State of No. 02C06146307New York Qualified in King County Commission Expires Ma y 15, 2010 C 2 EFTA01086694  EXHIBIT A COASTAL ZONE MANAGEMENT PERMIT NO. CZT-4-99(W) EFTA01086695  MAJOR COOTAL ZONE.MA.NAGEMENT PERMILNO. 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 monit ored by the Department of Planning and Natural Resources (DPNR) on behalf of the Coast al Zone Management Commission pursuant to V.I. Code, tit 12, section 910 and 911, and any other provisions of the Coastal Zone Management Act applicable. As herein, "Perm ittor" is the St. Thomas Committee of the Virgin Islands Coastal Zone Management Comm ission end “Permittee" is M0F VI LIMITED PARTNERSHIP 2. §c,OPE. (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 perminee to dredge the existing marina by 1.5 feet to allow for adequate depth for the vessels. The permit also allowed the pennittee 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 am Permit No. CZT-82-87W has been completed. This facility is located at and seamed of Parcel Nos. 18A-1, 18B and 18B-1 , Estate Smith Bay, St. Thomas, Virgin Islands. (b). The Permittee is allowed to use, occupy and maintain the facility descried above for the term ("TERM") set forth below. It shall not constitute a prope rty right and may be renewed only in accordance with VI. Code, tit. 12. section 911. 3. WM. This permit is effective upon its signing by the Chairman of the St Thomas Committee o f the V.I. CZM Commission, the Governor of thc Virgin Islands, and ratified by the Legislature of the Virgin Islands or by the Committee on Planning and Environmental Protection, if the Legislannt is not in session. As used herein the , "Effective Date" or "the date hereof' means the date of such ratification. This permi t will expire ten (10) 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 subjec t to negotiations. This permit is issued for a definite term, ten (10) years, and shall not constitute a property right. 4. DOCUMENTS INCORPORATED BY REFERENCE Exhibit A A letter of Application to CZM Committee dated March Exhibit B: 12, 1999. Joint Army Corps of Engineers Application dated March 12, 1999. Exhibit C: Copy of Major Permit CZM Permit No. CZT-82-87W. Exhibit D: She Plan dated July 26. 1995 1 ZOO® luamoSsaos anox Televo3 tZCACT/Ate YV4 CIT:AA nn,on,rt EFTA01086696  Exhibit E: Special Warranty Deed between AYH Holdings and MOF VI. Ltd. Exhibit F: Certificate of Existence for MOF VI LIMITED PARTNERSHIP. 5. GENERAL CONDITIONS (a) I ;ability. 7be Permittee agrees to assume full and complete responsibility for all liability to any person or persona, including employees, as a resuh of its contro l of the area described in Paragraph 2 of this permit, and all improvements thereo (which n 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 Pernittee is in control of the premises pursuant to this permit. Personal Property and Damage. All personal property of any kind or description whatsoever located on the premises shall be there at the Pe:matte's sole risk. Assignment or Transfer. This permit may not be transferred or assign ed except as provided in Section 910-15 of the V.I. R&REGS. tel:M11011S-DiSZklbti A placard evidencing the permit shall be posted in a conspicuous place at the project site during the entire work period. Reliance on information and Data. The Pcnnittce affirms that the information and data which it provided in connection with its permit application are true and accurate, and act= wledges that if subsequent to the effective date of this permit such information and data prove to be false or inaccurate, the permit any be modified, suspended or revoked hi whole or in part, and that the Comm issioner or the Committee may. in addition, institute appropriate legal action. 0) Development to be Commenced. Any and all development approved by this Coastal Zone Permit shall begin within twelve (12) months from the date this permit becomes effective and shall be continuous until completion. Failur e to perform at least fifty (50%) percent of the work within such period and continuously construct thereafter until the completion of construction shall cause the permit to terminate automatically and render it null and void, unless the permi ttee requests an extension in writing and demonstrates to the satisfaction of the Committee that good cause exists for granting such extension. (g) Notificationof Completion Upon completion of any activity authorized or required by this Coastal Zone Permit, the Permittee shall promptly so notify the Director oldie Division of CZM and where the services of a professional engineer were required in undertaking the activity, a certification ofeompliance provided by the project engineer that the plans and specifications of the projec t and all applicable V.I. Code requirements have been met, shall be filed with said Director. 2 COW?) lnawaSemm dao7 T9198O1 67CR6T/ASV NJ 01- 4A VAC anennirT EFTA01086697  (h) Inspection. The Commission, its Committee, the Commission or their authorized agents or represectatives 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 issuai The Permittee shall permit such entry for the purpose of inspection and ascertainbig compliance with the terms and condit ions of said Coastal Zone Permit. The Pennittee shall provide access to such-records as the Commission, its Committee, or the Commissioner in the perfoimance of it or his duties under the CZM Act way require the Permittee to maintain. Such record s may be examined, aril copies shall be submitted to the Commission, its Committee or the Commissioner upon request. (i) Conditions ses. The Development authorized by this permit shalt be maintained in a safe condition and in accordance with the descri ption, plans, or drawings approved by the Commissioner or by the Committee, and all applicable V.I. L.aws. Public Access to e. The Development shall be operated so as to assure optimum public irrrta to the shoreline. (k) Restoration of Area. The Permitter, upon revocation or expiration of the permit, tha II upon order of the Committee or the Comm issioner, 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 satisfying the origin al permit conditions in such time and manner as the Committee, or the Commissione r may direct. (1) Notices. All notices sent or required to be sent hereunder must be by certified mail, return receipt requested. If addressnd to the Permittor, same shall be sent to the Commissioner of the Department of Planning and Natura l Resources, Cyril E. King Airpurt, Terminal Buildmg, 2' Floor, St. Thomas, 1.35 Virgin Islands 00802 or to such other place as the Permittor may hereinafter design ate. If addressed to the Permittee, same shall be sent to MOE VI LIMITED PARTNERSHIP, No. 6142 Campbell Road, Suite 2000, Dallas TX 7524875, or to such place as the Permittee may hereinafter designate by certified trail return receipt requested. (m) Non Waiver. One or more waivers by the Permittor of any covenant or condition of this permit shall not be construed as a waiver of a furthe r breach of the covenant or condition. The consent or approval ofthe Permit tor to or of any acts by the Permitre requirbig the Permittofs consent or approval shall not be construed as approval of any subsequent similar act by the Permittec. (O) Revocation. It is specifically understood that all the foregoing covenants and agreements, as well as other tars and specia l conditions hereby agreed to by the Permitter, are to be well and faithfully kept by Pemtittee and that any failure by Permit-tee to keep same will result in revocation of this permit. 3 t03ct lna=aSnunx auoz In1960D PI:Seri/0PC fl I 6T 60 S0F 00/90:71 nearailea. Ignaggatione EFTA01086698  (o) Other Approval. I fihe development covered tinder this permit requires separate and distinct approval from the United States Government or any agency, department, comrnissinn or bureau thereof, then no development or occupancy is allowed under 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 sue (6) consecutive months, the permit will terminate automatically and be rendered null or void. (q) 5inatunapo the Permit Document. The applicant shall sign and return the permit document to DPNR within slimy (60) days of receipt thereof Failure to return the ..••••••• signed permit within the tine 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) canine and Revair o(flgrniaaPesenbcd in Pangaea 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 permittee has notified DPNR in writing. 6). 5PKIAL CONDITIONS a). Items 6(e), 6(I), 6(m), 6(q), 6(w). 6(y), 6(dd) of approved CZM permit No. CZT- 82-87W shall remain in Rill force and effect. b). Item 6 (0): Fire fighting equipment appropriate for the docking facilities shall be made available at the dock at an times. 7). FEES Pursuant to V.I.R& REGS Titk12, Section910-5(e) 8, the Conmus'sioaer of the Department of Planning and Natural Resources negotiated the following fees to be paid by the Permian. a). An annual fee of twenty-five thousand dollars (S25.000.00) per year was negotiated. Said annual fee is for the 10 foot wide boardwalk (10,700 sq.II.) 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 ratifies this permit. c). The annual fees payable under this permit shall be adjusted at the commencement of the second (21year of the permit term, and every year thereafter until the sixth (6th) year in accordance with the increase of the Consumer Price Index as established by the U.S. Department of labor, Bureau of Labor Statistics 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 525,000 annual fee during the initial sixty (60) months of the term of the permit term_ 4 SOOZ iaanaaoaep OUOZ T0191303 tZeetTLOPC IYd dT:60 NOR 00/90/II EFTA01086699  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 preceeding the commencement of the second (2id) year of the permit term and the coremenceroett of each subsequent year ofthe permit term until the sixth (6*) year of the permit term shall be the "current price index". (it). 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. (lit). The resulting product shall be the Annual Base Fee for the current Aar. (iv). At the end of the fifth (5°) year of the permit term, the annual fees shall be renegotiated. In no event shall any fee determined in the above manner be reduced below an annual fee of $25,000.00 5 9ootijj viamagenug anoy Te39803 tZSATTLATC TV4 AZ:RO cnu nn/gout EFTA01086700 IT 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 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. Lti TESTLMONY WHEREOF, the parties herein have hereunto set their hands and seals on the days and years appearing herein below ST. THOMAS COMMITTEE OF THE VIRGLN ISLANDS CZM COMMISSION Pemiittor 9- 1. 7 - oc) Albert Paiewonsky, Chairman, Date St. Thomas CZM Committee MOT: VI LIMITED PARTNERSHIP Permittee V/7721,) vers Date Se r Vice President, MOF VI, LTD. PPROVED 27///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 Ong & Environmental Protection Chairman Date 2000 EFTA01086701  I. Mr. John Powers, Senior Vice President ofMOF VI LIMITED PARTNERSHIP do hereby certify that as Senior Vice President of MOF VI LIMITRD PARTNERSHIP, I am duly authorized and empowered to sign this it on behalf of MOF VI LIMITED PARTNERSHIP. John Po enior Vice President Date SWORN AND SUBSCRIBED before me this fi Day of 0)4 2000 J. Daryl Dodson LtIP 99-15 Commission E sprit s: January 31. 2003 7 Illainesomtal otIOZ Pra5v03 letSOTLOtC IYd OZ:00 NON 00/ 90 /11 °AMA EFTA01086702  est GOVERNMENT OF THE VIRGIN ISLANDS OF TI1E UNITED STATES DEPARTMENT OF PLANNING AND NATURAL RESOURCES Division ofCoastal Zone Management Cyril E. King Airport, Terminal Building Second Floor St. Thomas, Virgin Islands 00802 Fax: (3-10) 775.5706 Tel: (34tI ) 774-3320 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: 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 fur modification of CZM Permit Nos. CZf-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 ftIled lands consisting of .64 I acres or 27,921.96 square feet. located at Parcel No. 18- 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 section, the following language shall be inserted. "For financing purposes. this permit shall be deemed to be a lease ofParcel No. I8-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 language, "An annual fee ofthirty- one thousand, five 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.641 acres of filled lands located at Parcel No. I 8-W. Estate Smith Bay, No. I, 2. & 3, East End Quarter, St. Thomas. U.S. Virgin Islands." EFTA01086703  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 of the structures occupying the submerged land is approximately 11, 194 square feet. This permit also approves the use