Best and Final Offer Matrix-Curaao Marriott

Group
Purchase Price
Soft Deposit (to be posted upon execution of the Purchase
and Sale Agreement)

Hard Deposit (to be posted at completion of the due diligence

period)

Due Diligence Period (days)

Closing Period (days)
Target Closing Date
Total Capitalization
Source of Equity
Permits required for renovation

Survivability
Holdback / Idemnify Cap
Threshold Amount
Summary of Capital Plan

Capital Plan Timeline

Employment Overview

Letter from Marriott Confirming Approval as Buyer?

Proof of Funds?
Reference #1
Reference #2
Buyer must comply with the Marriott PIP
Transaction will be an all cash closing
The sale will not be contingent upon the buyer obtaining any tax holidays or
exemptions
The purchase and sale contract may not be transferred to an unafilliated entity
Seller shall have no obligation to assist with the approval of breakwater or beach
improvements
The transaction is as is / where is. There will be no representations or warranties
with regard to the physical condition of the property
Buyer must satisfy itself regarding the necessary licensing and application
process
All cash in the resort's bank accounts and reserve accounts will remain with the
seller
The sale is subject to Marriot's right of first refusal and the timing of the sale will
be subject to Marriott waiving their right of first refusal

L
At Seller's option (a) $15,000,000 or (b) $16,500,000 with $14,000,00 at closing and 2,500,000 on April 15,
$500,000
$250,000
30 days
30 days following end of due diligence
2/28/2015
$50-$55 million, varying depending upon Seller's choice of acquisition price
L funds
Such permits as may be required by the government of Curaao to satisfy the requirements of the Marriott PIP.

Six months
$500,000
$25,000
*Addition of 100 guestrooms,
*Beach repair,
*Additional parking and access points,
*Detailed project costs will be developed post closing.
*Design and development process to commence inmediately upon closing,
*Renovations to be completed by 2015/2016 winter season,
*Detailed timeline provided via email

*Renovation and expansion of hotel expected to employ 250 workers,

*Completed hotel expected to employ 500

Yes
Yes (Citi Bank)

Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes

G
$14,500,000
$250,000
$250,000
45 days
45 following end of due diligence
4/30/2015
$19,5 million initial. $40 million total
Seller note and G funds
Permitting assumptions are based on G experience in similar renovation
will be subject to review of all local requirements as identified during the
period. Marriott Fire, Life and Safety will also conduct additional review on
relevant items and work closely with G on the same.
TBD
TBD
TBD

projects and
DD

*Full renovation of the Propperty's guest rooms, bathrooms, public spaces and
address deferred maintenance
*Implimentation of a Club Program/ Club Lounge, expansion of the existing Emerald
Lounge and build out of dedicated Grab and Go and retail outlets
*24-30 months with the majority of the renovation work taking place within the first
18-24 months.

*Outside of casino operation, does not expect to materially alter the number of FTE's,
regard to the Casino operation, it is G preference to remove Marriott
and bring in a 3rd party operator to take over the outlet. This would
result in termination of all employees allocated to the casino and G would not
certain as to the hiring process of the new 3rd party operator.
Yes
G would like to discuss
G would like to discuss
G would like to discuss
No
No
No
No
No
No
No
No
No

*With
as operator
be

O
$14,000,000
$500,000
$500,000
28 days
90 days
4/1/2015
$47,639,940
O funds
Building permit for 48-room expansion project, building permit for renovation project

TBD
$1,400,000
$20,000
*Addition of 48 guestrooms

*Hotel will close for approximately 14 months during renovations.

timeline provided.

*Full

*After full renovation, Hotel will employ 215 hotel employees and 41 casino employees (256 total employees)
*Full breakdown provided.

In the process of obtaining

None submitted
Will submit once status of offer is confirmed
Will submit once status of offer is confirmed
Yes
Yes
No, but will acquire the holding company, which has significant losses.
Yes
Yes
Yes, but needs to perform an inspection for asbestos
Yes
Yes
Yes