UNITED STATES DEPARTMENT OF TRANSPORTATION 

FEDERAL AVIATION ADMINISTRATION 

WASHINGTON, DC 

Venice Jet Center, LLC 

Complainant, 

V. FAA Dp^ket^Nn 16-0Q-f)j_ 

City of Venice, Florida 

Respondent. 

pOEoW 

mi , 

RART16 DOCKETS 

MOTION TO INTERVENE AND FOR JOINDER AS CO-COMPLAIN^NT 

Tristate Aviation Group of Florida LLC ("Tristate"), by and through its undersigned 

counsel, as the assignee of the lease by and between Venice Jet Center, LLC ("VJC") and the 

City of Venice ("the City" or "Respondent"), submits this Motion to Intervene and for Joinder as 

Co-Complainant in this action and states as follows: 

1. On January 27, 2009, the VJC was placed into federal receivership in coimection 

with the action currently pending in the United States District Court for the Middle District of 

Florida, styled SEC v. Nadel et al.. Case No. 8:09-cv-0087-T-26TBM (the "receivership 

action"). 

2. On July 2, 2009, Burton W. Wiand ("the Receiver") filed a Part 16 Complaint 

with the Federal Aviation Administration ("FAA") and initiated the instant proceeding on behalf 

of the VJC against the City. The Part 16 Complaint (and subsequent pleadings filed with the 

FAA by VJC) discussed the Receiver's intent to sell the assets of the VJC. 

3. On November 16, 2009, the Receiver entered into an Asset Purchase Agreement 

("APA") with Tristate for the purchase of the VJC's assets. As part of the APA, the VJC agreed 

to transfer its rights, title and interest in this action. 

4. Legal or equitable claims arising from a contract are freely assignable in the 

absence of a valid anti-assignment provision' and such an assignment confers standing on the 

assignee. See e.g., American Medical Assoc, v. United Healthcare Corp.. 2007 WL 1771498, 

*16-17 (S.D.N.Y. 2007) (discussing that proof of a valid assignment, which need not be in 

writing, establishes standing); Esposito v. CPM Insurance Services, Inc., 50 Coim. Supp. 283, 

286-87 (Sup. Corm. 2006) (discussing the attitude of the common law concerning assignments of 

choses in action and distinguishing between claims arising from contract and personal injury tort 

claims); Data Consultants. Inc. v. Traw^ck. 593 F.Supp. 447, 458 (D. Md. 1983) (Assignment 

of action for specific performance from a majority stockholder to a corporation was valid). 

5. The APA was contingent on obtaining approval of the sale from the Court in the 

receivership action. On December 11, 2009, the Receiver filed in the receivership action a 

Motion for Approval of the Sale of the Assets of the Venice Jet Center and Agreement With 

Northern Trust, N.A (the "Motion"). See Exhibit A hereto.^ The Motion sought the Court to 

approve the Asset Purchase Agreement and to transfer all of the VJC's rights, title and interest 

in the lease with the City (and subleases with other third parties) to Tristate for the unexpired 

term of the lease, including the right to be substituted in the VJC's stead in this proceeding. 

' While the VJC's lease with the City contained an anti-assignment clause unless the City 

consents to the assignment, no such prohibition exists in connection with the VJC's right to 

assign its interest and claims in this proceeding to a third-party. 

^ Attached as Exhibit 3 to the Motion was the Part 16 Complaint with all exhibits. As the Part 16 

Complaint is part of the present record, it is not attached as an exhibit hereto. 

^ The Motion also sought the Court to approve a related agreement reached with Northern Trust, 

N.A. 
6. The Court provided the City until January 15, 2010 to respond to the Receiver's 

Motion and to raise objections to the transfer of the VJC's lease agreements to Tristate.'' 

7. On January 6, 2010, the City formally consented to the transfer of the VJC's 

leases to Tristate. Accordingly, the lease agreements with City (and the sublease agreements with 

Hertz Corporation and the Cockpit Cafe) have been assigned to Tristate. See composite Exhibit 

B hereto. 

8. The Court in the Receivership action approved the APA on January 20, 2010 

through a Court order. See Exhibit C hereto. 

9. Tristate is entitled to all rights and interests arising from its lease agreement with 

the City, including the right to maintain this action as Complainant. Tristate, therefore, has 

standing to pursue this action and thus moves to intervene and join as a Co-Complainant. See 

Traywick, 593 F.Supp. at 458 (D. Corm. 1983) ("Since defendant questioned the validity of the 

assignment, this suit was properly brought with both the assignor and assignee naimed as 

plaintiffs."). 

10. Tristate agrees and joins with VJC in the allegations and legal positions contained 

in the Part 16 Complaint and VJC's subsequent pleadings. Tristate has been directly and 

substantially affected by the City's non-compliance because it purchased the VJC's assets and 

interest, including the right to develop the property and the City's efforts to restrict development 

on the leasehold are in violation of these rights 

11. Accordingly, Tristate requests that it be allowed to intervene and join in this 

action as a Co-Complainant. 

"* Assignment of the VJC's leases required approval by the City; however, the City could not 

unreasonably withhold consent to the transfers. See Part 16 Complaint, Exh. 3. 
12. Further, please direct all future correspondence, filings, and notices to Tristate, 

via the undersigned's attention. 

CERTIFICATE OF SERVICE 

I hereby certify that I have served a true and correct copy of the foregoing on the 

following persons by overnight delivery on February 1, 2010: 

Office of the Chief Counsel Jonathan Cross 

Atta: FAA Part 16 Airport Proceedings Manager 

Docket, AGC-610 Airports and Environmental Law division 

Room 925 Federal Aviation Administration 

Federal Aviation Administration 800 Independence Ave., S.W. 

800 Independence Ave., S.W. Washington, DC 20591 

Washington, DC 20591 Facsimile (202) 267-5769 

Original and 3 copies 1 Copy 

I hereby further certify that I have served a true and correct copy of the foregoing on the 

following persons by electronic mail on February 1, 2010: 

Raymond Veatch 

Airport and Environmental Law Division 

Office of the Chief Counsel 

Federal Aviation Administration 

800 Independence Avenue, SW 

Room 900-E 

Washington, D.C. 20591 

(202) 267-3199 (office) 

(202) 267-9676 (direct) 

(202) 267-5769 (fax) 

Ravmond. Veatch@faa. gov 

I hereby further certify that I have served a true and correct copy of the foregoing on the 

following persons by overnight mail and electronic mail on February 1, 2010: 

Thomas R. Devine 

Kaplan Kirsch & Rockwell LLP 

1001 Connecticut Ave. NW, Ste. 800 

Washington, DC 20036 

Telephone: (202) 955-5600 

Email: tdevine(a),kaplankirsch.com 

J 
and 

Dominique H. Pearlman 

Wiand Guerra King 

3000 Bayport Drive, Suite 600 

Tampa, Fl 33607 

Telehone: (813) 347-5109 

Email: dpearlman(a),wiandlaw.com 

I hereby fiirther certify that I have served a true and conect copy of the foregoing on the 

following persons by United States mail on February 1, 2010: 

Robert C. Anderson 

Hall & Anderson, P.A 

1314 East Venice Avenue, Suite E 

Venice, Florida 34285 

RICHARD L. RICHARDS 

Florida Bar No. 9415 

Email: rrichards@richpa.net 

RICHARDS & ASSOCIATES 

232 Andalusia Avenue, Suite 202 

Coral Gables, Florida 33134 

Telephone: (305) 448-2228 

Facsimile: (305) 448-2229 

Attorneys for Tristate Aviation Group of 

Florida LLC 
Exhibit "A" 

(Motion for Approval of the Sale of the Assets of the 

Venice Jet Center and Agreement With Northern Trust, N.A) 
Case 8:09-cv-00087-RAL-TBM Document 254 Filed 12/11/09 Page lo t 22 

UNITED STATES DISTRICT COURT 

MIDDLE DISTRICT OF FLORIDA 

TAMPA DIVISION 

SECURITIES AND EXCHANGE 

COMMISSION, 

Plaintiff, 

V. 

ARTHUR NADEL, 

SCOOP CAPITAL, LLC, 

SCOOP MANAGEMENT, INC., 

Defendants, 

SCOOP REAL ESTATE, L.P., 

VALHALLA INVESTMENT PARTNERS, L.P. 

VALHALLA MANAGEMENT, INC., 

VICTORY FUND, LTD, 

VIKING IRA FUND, LLC, 

VIKING FUND, LLC, AND 

VIKING MANAGEMENT, LLC. 

ReUef Defendants. 

CASE NO.: 8:09-cv-0087-T-26TBM 

/ 

RECEIVER'S MOTION FOR APPROVAL OF SALE OF 

THE ASSETS OF THE VENICE JET CENTER AND 

AGREEMENT WITH NORTHERN TRUST. N.A. 

Pursuant to 28 U.S.C. § 754, Fed. R. Civ. P. 66, and Rule 3.01 of the Local Rules 

of the Middle District of Florida, Burton W. Wiand, as Receiver (the "Receiver"), moves 

the Court for an order approving the sale of assets of Receivership Entity Venice Jet Center, 

LLC ("VJC") in accordance with the terms of the Asset Purchase Agreement attached as 

Exhibit 1. The sale of these assets also involves the resolution of VJC's obligations to 

Northern Trust, N.A. ("Northern Trust"), as well as resolution of various other 
Case 8:09-cv-00087-RAL-TBM Document 254 Filed 12/11 /09 Page 2 of 22 

obligations between the Receivership and Northern Trust, as set forth in the Agreement 

Regarding Claims and Obligations ("Northern Trust Agreement") attached hereto as 

Exhibit 2. 

On January 21, 2009, the Securities and Exchange Commission ("Commission") 

initiated this action to prevent the defendants from further defrauding investors of hedge 

funds operated by them. That same day, the Court entered an order appointing Mr. Wiand as 

Receiver for Defendants Scoop Capital, LLC ("Scoop Capital") and Scoop Management, Inc. 

("Scoop Managemenf) and Relief Defendants Scoop Real Estate, L.P.; ValhaUa Investment 

Partners, L.P.; Valhalla Management, Inc.; Victory Fund, Ltd.; Victory IRA Fund, Ltd.; 

Viking IRA Fxmd, LLC; Viking Fund, LLC; and Viking Management, LLC (the "Order 

Appointing Receiver"). (See generally Order Appointing Receiver (Doc. 8).) 

The Court subsequently granted six motions to expand the scope of the receivership 

and appointed the Receiver as receiver over the following: 

• Venice Jet Center, LLC, and Tradewind, LLC (Order, Jan. 27, 2009 (Doc. 

17)); 

• Laurel Mountain Preserve, LLC; Laurel Preserve, LLC; the Marguerite J. 

Nadel Revocable Trust UAD 8/2/07; and the Laurel Mountain Preserve 

Homeowners Association, Inc. (Order, Feb. 11, 2009 (Doc. 44)); 

• The Guy-Nadel Foundation, Inc. (Order, Mar. 9, 2009 (Doc. 68)); 

• Lime Avenue Enterprises, LLC, and A Victorian Garden Florist, LLC 

(Amended Order, Mar. 17, 2009 (Doc. 81)); 

• Viking Oil & Gas, LLC (Order, July 15, 2009 (Doc. 153)); and 
Case 8:09-cv-00087-RAL-TBM Document 254 Filed 12/11/09 Page 3 of 22 

• Home Front Homes, LLC (Order, Aug. 10,2009 (Doc. 172)). 

All of the entities and the trust in receivership are hereinafter referred to collectively as the 

"Receivership Entities." 

Pursuant to the Order Appointing Receiver, the Receiver has the duty and authority 

to: "administer and manage the business affairs, funds, assets, choses in action and any other 

property of the Defendants and Relief Defendants; marshal and safeguard all of the assets of 

the Defendants and Relief Defendants; and take whatever actions are necessary for the 

protection of the investors." (Order Appointing Receiver at 1-2.) In particular, the Receiver 

was directed to: 

[tjake immediate possession of all property, assets and estates of every kind of 

the [Receivership Entities], whatsoever and wheresoever located belonging to 

or in the possession of the [Receivership Entities], including but not limited to 

all offices maintained by the [Receivership Entities], rights of action, books, 

papers, data processing records, evidences of debt, bank accounts, savings 

accounts, certificates of deposit, stocks, bonds, debentures and other 

securities, mortgages, furniture, fixtures, ofBce supplies and equipment, and 

all real property of the [Receivership Entities] wherever situated, and to 

administer such assets as is required in order to comply with the directions 

contained in this Order, and to hold all other assets pending further order of 

this Court.... 

{Id. at 2.) In accordance with that Order, the Receiver has taken possession of the assets of 

VJC and seeks this Court's permission to sell certain of those assets. Specifically, the 

Receiver seeks the Court's approval of the sale of the assets identified on Exhibit A to the 

Asset Purchase Agreement and an order directing the transfer of assets and conditions related 

thereto as stated in the Asset Purchase Agreement. See Exhibit 1. 
Case 8:09-cv-00087-RAL-TBM Document 254 Filed 12/11 /09 Page 4 of 22 

I. VENICE JET CENTER. LLC 

The VJC is a Florida limited Hability company formed in April 2006. Arthur Nadel 

was its managing member and registered agent, and its principal address was 1618 Main 

Street, Sarasota, Florida, 34236. The physical address of the VJC is 400 Airport Avenue 

East, Venice, Florida, 34285. Nadel acquired and developed the VJC and its properties and 

invested approximately $2.9 million of investors' funds in coimection with this effort. On 

January 27, 2009, the Court expanded the Receivership to include the VJC {see Doc. 17). 

The VJC is an authorized and fully operating fixed-base operator, or "FBO," at the 

Venice Municipal Airport in Venice, Florida (the "airport"), The VJC operates as an FBO 

pursuant to a lease agreement with the City of Venice ("the City"). The VJC's FBO business 

includes the operation of a flight school, fueling services, facility rentals to other businesses, 

hangar rentals and other aeronautical related services. Since the Receiver's appointment as 

receiver of the VJC, he has taken control of it and has continued to operate the business. The 

VJC has generated average monthly revenues of approximately $160,000, which are 

generated by: (1) rent and commissions from Hertz Corporation ("Hertz"), (2) hangar and tiedown rentals, (3) monthly rent from the Cockpit Cafe, and (4) fuel sales. The VJC incurs 

varying monthly expenses, which include: rent of approximately $10,500 to the City of 

Venice, bulk fuel purchases, payroll, and utilities. 

The primary asset of the VJC is its leasehold estate arising under its lease with the 

City of Venice (the "lease"). The lease is by and between the City, as lessor, and the VJC, as 

lessee; is dated May 23, 2006; demises the real property located in Sarasota Coimty, Florida; 

and was recorded in Instrument Number 2006107331 and Instrument Number 2006160491, 
Case 8:09-cv-00087-RAL-TBM Document 254 Filed 12/11 /09 Page 5 of 22 

of the public records of Sarasota County, Florida.' Its premises presentiy mclude two 

hangars, a tie-down area, a fuel farm, a main building, and a secondary building. The VJC's 

main building and two hangars have one known encumbrance: a loan with Northern Trust, on 

which there is a remaining balance of approximately $1,960,169.00. The Receiver made 

payments on this loan imtil June of this year. 

Since the Receiver took control of the VJC, its revenue potential has been 

significantly undermined by the City's interference v^th its property rights. Since before this 

receivership, the VJC has been engaged in a longstanding pursuit of approval to build four 

new hangars on an empty plot of land on its leasehold. The City has repeatedly responded in 

a discriminatory and anti-competitive fashion in attempts to prevent the VJC from 

constructing the hangars.^ The new hangars would allow the VJC to service additional 

aircraft and their construction has been encouraged by the Federal Aviation Administration, 

which has directed the City on multiple occasions to approve the hangars project. The City 

Council has actively prevented the hangars construction, presimiably because of the personal 

interests of certain council members who live Ln close proximity to the airport and who 

openly oppose airport expansion. Indeed, consistent with its desire to stop the VJC's 

continued development, the City has gone so far as to publicly annoimce in light of the 

See Memorandum of Lease and Supplemental Memorandum of Lease, attached hereto 

Exhibit 7. 

^ In the same vein and with the same goal in mind, the City is presently allowing (1) costfree, municipal use of airport property for non-aeronautical purposes, (2) non-aeronautical 

usage of airport property without prior FAA approval, and (3) "the majority of its runways 

and taxiways" to remain in "poor" condition to deter additional aircraft traffic. Further, and 

as discussed herein, the VJC's business as an FBO has been directly and detrimentally 

impacted by the City's improper efforts to restrict aeronautical activities at the airport. 
Case 8:09-cv-00087-RAL-TBM Document 254 Filed 12/11/09 Page 6 of 22 

Receivership its intent to purchase the VJC for a nominal amount and take over the VJC's 

operations. 

ff the VJC is able to continue its development, its value would be significantly 

enhanced. The VJC derives the bullc of its income from hangar rentals and fuel sales. Further 

development will result in greater fuel sales. The ongoing development activity and the 

VJC's attempts to build additional hangars on vacant space it currently controls comply with 

all laws and regulations governing the airport. After taking confrol of the VJC, the Receiver 

has continued the VJC's pursuit to build more hangars to make the VJC more attractive to 

potential purchasers and ultimately increase the value of the business.^ This pursmt led to the 

filing of an action against the City before the Federal Aviation Administration ('TAA"). 

The VJC's Part 16 Proceeding Against die City of Venice Before the FAA 

On May 14, 2009, the Court granted the Receiver's request for leave to file a 

complaint against the City pursuant to Titie 14 of the Code of Federal Regulations, Part 16 

("Part 16 Complainf). See Part 16 Complaint attached hereto as Exhibit 3. On or about July 

2, 2009, on behalf of the VJC, the Receiver served the complaint on the City and fded it with 

the FAA's Office of the Chief Counsel (Docket No. 16-09-05). On or about September 2, 

2009, the City filed its answer and affirmative defenses and motion to dismiss, to which the 

VJC replied on or about September 30, 2009. The City filed its surreply on October 28, 

2009. 

Although the action is now fully briefed, the parties have the opportunity to engage in 

limited discovery and to then present their case in an evidentiary hearing before the FAA. 

^ Indeed, all potential purchasers indicated that the abiUty to develop the leasehold was a very 

material component to their interest in this asset. 
Case 8:09-cv-00087-RAL-TBM Document 254 Filed 12/11 /09 Page 7 of 22 

The current posture of that proceeding presents a good moment to sell the VJC's assets. The 

filing of the Part 16 complaint has enhanced the value of the VJC by preserving the 

opportunity for future growth and greater potential profitability of the facility. The proposed 

purchaser plans to proceed with that action in an effort to build the additional hangars. The 

sale of VJC's assets and the pursuit of that proceeding by the proposed purchaser alleviates 

the future litigation expenses and the risk of a negative outcome in the litigation.'* 

Receiver's Marketing Efforts for the Sale of the VJC 

The Receiver has conducted extensive marketing efforts for the sale of the VJC. 

Specifically, the Receiver prepared detailed marketing packages about the VJC, which were 

sent to more tiian 100 FBOs operating in the state of Florida. See Declaration of Burton W. 

Wiand attached hereto as Exhibit 4, ^ 16. The Receiver also posted the marketing materials 

on his website, www.nadelreceivership.com, in a specific "Assets for Sale" section. {Id. | 

17.) The Receiver received replies from a number of FBO's who had received marketing 

materials, and was also contacted by five prospective purchasers who had seen the 

information posted on the website or heard of the potential sale through word of mouth. 

{Id.) The City was also provided with the marketing materials and invited to participate in 

the sale process but did not. {Id. If 25.) 

The Receiver requested that all parties interested in purchasing the VJC sign a mutual 

confidentiality agreement. {Id. t 18.) Twenty prospective purchasers executed such an 

agreement and requested additional information regarding the VJC. {Id.) Discussions were 

The Receiver believes the VJC has a good likelihood of success in the FAA proceeding. 
Case 8:09-cv-00087-RAL-TBM Document 254 Filed 12/11/09 Page 8 of 22 

had with each of these prospective purchasers in an effort to gauge their level of interest and 

possible value of any deal for the VJC. {Id.) 

In early May 2009, the Receiver sent letters to the interested parties who appeared to 

be viable purchasers of the VJC and invited them to tour the VJC and review pertinent 

documents, such as the VJC's financial statements, lease agreements, and loan 

documentation. {Id. 119.) In the following weeks, a number of other interested parties were 

sent a similar invitation to tour the faciUty and review documents. {Id. Tf 20.) 

On July 8, 2009, the Receiver sent a follow-up communication giving prospective 

purchasers who had executed a confidentiality agreement until July 16, 2009 to tour the 

facility and until July 28, 2009 to make an offer for tiie purchase of the VJC. {Id. ^ 21.) In 

response, the Receiver received six proposals for the purchase of the VJC. {Id. 1[ 22.) The 

Receiver carefully reviewed each proposal and engaged in appropriate negotiations. Of these 

six proposals, only two appeared to be viable offers. ^ {Id.) Of those two proposals, the 

Receiver believes that the offer by Tristate Aviation Group of Florida LLC ("Tristate") is in 

the best interests of the Receivership, {Id.) The offer by Tristate far exceeds the next highest 

offer. (M^t 23.)^ 

The salient terms of the next highest offer included only the payment of $500,000 

with no provision for the satisfaction of the outstanding loan with Northem Trust of 

^ The City was orsilly advised with respect to the progress of the marketing efforts as they 

were proceeding and still chose not to participate in the bidding process. {Id. f 25.) 

^ Before the Receiver accepted the offer, the City was advised that the sale would likely take 

place in the near future and informed that, if it wanted to participate, it should make an offer 

that would include cash as well as resolution of the debt to Northem Trust. It was suggested 

that $1,000,000 was a reasonable offer, but the City never made a proposal to the Receiver. 
Case 8:09-cv-00087-RAL-TBM Document 254 Filed 12/11/09 Page 9 of 22 

approximately $1.9 million. {Id.) As such, the Receiver has determined that acceptance of 

the offer by Tristate as described below and in the Asset Purchase Agreement attached as 

Exhibit 1 is in the best interests of the Receivership. 

Asset Purchase Agreement 

Tristate is a Florida limited liability company formed for the purpose of purchasing 

the VJC. Tristate's Managing Director, Marty Kretchman, is a former corporate pilot who 

has extensive experience in private aviation management. {Id. f 26.) He spent over three 

years as General Manager of Avion Jet Center at the Orlando-Sanford Intemational Airport 

before accepting the position of General Manager at Volo Aviation's newly acquired FBO in 

Sarasota in early 2008. {Id. ^ 26B.) Since that time, he has overseen an operation that 

delivers over one milhon gallons of fuel annually including a combined staff of 15 fuelers, 

customer service representatives, and mechanics, as well as over 40,000 square feet of hangar 

and office space. {Id.) 

In addition to Mr. Kretchman, Tristate's leadership team will include two other 

individuals, Brian Ciambra and Henry Paulino. {Id. ^ 26C.) Mr. Ciambra has over 17 years 

of aviation experience, half of which was spent working with the world's largest FBO chain, 

Signature Flight Support. {Id.) Within that organization, he held the titie of Regional 

General Manager covering White Plains and LaGuardia airports in New York and 

Morristown airport in New Jersey, some of the largest and most successful operations of 

Signature Flight Support's worldwide network. {Id.) He personally oversaw the 

establishment of the Volo Aviation brand name and the acquisition of five FBOs across the 

country. {Id.) Mr. Paulino has worked in aviation for over 16 years. {Id. ^ 26D.) He spent 
Case 8:09-cv-00087-RAL-TBM Document 254 Filed 12/11/09 Page 10 of 22 

12 years with Signature Flight Support as General Manager of several of their facilities in the 

Northeast. Along with Mr. Ciambra, he also worked with an entity that acquired a small 

underutilized FBO in Westchester County, New York in June 2004. {Id.) As Director of 

Operations there, he was able to help turn the average EBITDA from $500,000 annually to 

over $3 million in less than two years. {Id.) 

Tristate's leadership team will be responsible for the daily operations of the business, 

and will use well-established connections within the industry as well as extensive industry 

knowledge and experience to help make it successful while working with the community to 

ensure the airport and the business are both given the best opportunity to thrive. As such, 

Tristate is a qualified purchaser and plainly capable of effectively operating an FBO in 

accordance with FAA guidelines and airport standards. 

Tristate has agreed to purchase the assets of the VJC, including the VJC Building, and 

the leasehold estate arising under the lease, all according to the following salient terms as set 

forth more fully in the attached Asset Purchase Agreement.' See Exhibit 1. Tristate agrees 

to (1) pay to the Receiver $300,000 cash at closing, (2) execute an unsecured promissory 

note to the Receiver in the amount of $250,000 payable over a term of three years,* (3) 

' By structuring the sale as a sale of all of the assets of the VJC through an asset purchase 

agreement, the Receiver is able to streamline the sales process and sell the assets "as is," 

without any further warrantees with respect to those assets. The Receiver will maintain 

confrol and ownership of Venice Jet Center, LLC. ("LLC"). However, the LLC will have no 

assets and no continuing business other than the collection of payments of the promissory 

note that is part of this sale. The Receiver believes that this structure is in the best interests 

of the Receivership. 

* The terms of the note require that Tristate obtain the Receiver's written consent to sell, 

transfer, or otherwise encumber any of the assets subject to the Asset Purchase Agreement 

outside the scope of the ordinary course of business. The note requires payment of simple 

10 
Case 8;09-cv-00087-RAL-TBM Document 254 Filed 12/11 /09 Page 11 of 22 

resolve the loan with Northem Trust such that Tristate will be named as the new debtor, and 

(4) assume prosecution of the Part 16 Complaint subject to an offset of the note obUgations to 

the Receiver up to $50,000 for expenses and costs actually incurred in connection with 

efforts to resolve all disputes with the City, including the Part 16 Complaint. 

In return, the Receiver agrees to (1) sell and fransfer all rights in the assets listed on 

Exhibit A to the Asset Purchase Agreement on an "As Is," "Where Is" basis without any 

warranties of any kind and without any indemnification provisions of any kind and (2) 

transfer by assignment VJC's rights and interests in its lease with the City and two subleases. 

The two subleases (collectively, the "subleases") are: (1) the sublease agreement by and 

between the VJC and Hertz Corporation, a car rental company (the "Hertz sublease"); and (2) 

the sublease agreement by and between the VJC and the Cockpit Cafe, LLC, a restaurant (the 

"Cockpit Cafe sublease").' The cash paid at closing and the resolution of the Northem Trust 

loan alone provide greater value to the Receivership than any other offer received for the 

purchase of the VJC. The fransaction is conditioned on an Order of the Court approving 

these terms. 

VJC's Lease with Citv 

interest at a rate of 4% per annum. Principal payments under the note will be amortized over 

a 15-year period with a balloon payment upon maturity of the note on November 13, 2012. 

Tristate may obtain up to two extensions of payment of the note upon maturity provided that 

it is reasonable for the Receiver to consent to such extensions and Tristate pays additional 

fees of 2% of the outstanding loan balance for each extension. Monthly payments of 

principal and interest would continue during the term of any extension. 

The VJC will also assign its rights in the Part 16 proceeding that will be continued by 

Tristate. 

11 
Case 8:09-cv-00087-RAL-TBM Document 254 Filed 12/11/09 Page 12 of 22 

The City was deeded the airport property by the federal government pursuant to the 

Surplus Property Act of 1944 for the purpose of operating a general aviation facility. The 

VJC entered into a lease agreement with the City on May 23, 2006 to operate as an FBO at 

the airport. Pursuant to the lease agreement: 

[VJC] shall not assign this lease, or any interest in this lease, or sublet the 

leased premises, or any part of the premises, or any right or privilege 

appurtenant to it, or allow any person other than [VJC] and [VJC's] agents and 

employees to occupy or use the premises or any part of them, without first 

obtaining [the City's] written consent, which consent shall not be 

unreasonably withheld. 

(emphasis added). 

By a letter attached hereto as Exhibit 5 that was dehvered to the City on December 

11, 2009, the City was provided a copy of this motion and asked to consent to the transfer of 

VJC's lease. Based upon the City's past conduct, the Receiver has cause to believe there is a 

substantial likelihood the City will unreasonably v/ithhold consent to the transfer of the 

VJC's lease.'° The City continues to engage in conduct designed to prevent development of 

the VJC's leasehold, even though the FAA has on multiple occasions directed the City to 

approve the hangar project. Indeed the City has tiiwarted the VJC's efforts and has been 

overtly obstructionist to prevent the VJC from building the hangars. The City's actions 

include: 

• denying the VJC's request to construct four box hangars in July 2008 even 

though the proposed construction complied with all applicable planning and 

'° Should the City consent to the transfer of the lease, the Receiver is unaware of any reason 

why the Court could not expeditiously approve this sale. 

12 
Case 8:09-cv-00087-RAL-TBM Document 254 Filed 12/11/09 Page 13 of 22 

building code provisions and met all Minimum Standards for the Venice 

Municipal Airport and Fixed Based Operations (the "minimum standards"); 

denying the VJC's request to construct hangars in August 2008 and requiring 

the VJC to submit a "concept plan," even though the VJC had not previously 

been required to produce a concept plan when it built its first hangars on the 

leasehold; 

misrepresenting to the FAA in September 2008 that the reason the VJC's 

request was denied was that the VJC made no formal request to build the 

hangars; 

seeking legal advice as to whether the City could terminate the VJC's lease; 

ignoring three separate letters from the FAA encouraging approval of the 

VJC's hangars project and warning that denying the request would be confrary 

to federal grant assurances; 

ignoring advice received from the City Attorney and its outside counsel that 

warned the City would likely be exposed to liability if it continued to deny the 

VJC's request to build the hangars; 

denying the VJC's written request dated February 2, 2009 to build the 

hangars; 

asserting for the first time on February 4, 2009, that the current Airport 

Layout Plan ("ALP") prohibited construction in the area sought to be 

improved and then ignoring the FAA's communication uidicating the ALP 

13 
Case 8:09-cv-00087-RAL-TBM Document 254 Filed 12/11/09 Page 14 of 22 

presented no such barrier to the project and again encouraging the City to 

approve construction; 

• denying the VJC's written request dated February 25, 2009 to budd the 

hangars; 

• formally denying the VJC's request on March 10, 2009 at a City Council 

meeting and contending the VJC's lease was void because the company is in 

receivership; 

• seeking yet another legal opinion to determine whether the City could 

terminate the VJC's lease because the company is in receivership; 

• ignoring its outside counsel's opinion that the VJC's lease remains valid and 

enforceable and a reasonable construction of the lease permits additional 

hangars; and 

• denying the VJC's request to build hangars on the basis that the Receiver did 

not demonstrate fmancial capability despite the fact that: (1) the VJC had not 

previously been required to demonstrate financial capability to bmld hangars; 

(2) no other airport tenants who have built hangars have been required to 

show financial capability; and (3) the VJC has satisfied the financial 

capability requirement. 

The forgoing pattern of conduct strongly suggests the City will withhold consent 

unreasonably and without accountability in absence of a court order requiring the City to 

demonstrate why the transfer of the lease should not occur. Tristate is a qualified purchaser 

with an experienced management team plainly capable of effectively operating the FBO in 

14 
Case 8:09-cv-00087-RAL-TBM Document 254 Filed 12/11 /09 Page 15 of 22 

accordance with FAA guidelines and airport standards. There is no reasonable basis for the 

City to withhold its consent to the transfer of the lease to Tristate, and to allow the transfer of 

all rights as set forth in the Lease, including quiet enjoyment, and the Court should approve 

that transfer. 

Subleases. Fuel Leases and Fuel Obligation Agreement 

The Court also should approve the transfer to Tristate of the VJC's subleases with 

Hertz and the Cockpit Cafe. The Hertz sublease involves the operation of a car rental 

business and the Cockpit Caf6 sublease involves the operation of a restaurant on the VJC's 

premises. The subleases are appurtenant to the operation of the VJC and must be transferred 

to ensure the continuation of those operations. As part of the Asset Purchase Agreement, 

Tristate is willing to assume the obligation associated with the assignment of these subleases. 

Accordingly, this Court should approve transfer of the subleases to Tristate £is well. 

The VJC currently has existing agreements with Hiller Group Incorporated ("Hiller 

Group") which will be terminated. The VJC has a Refueler Lease Agreement with the Hiller 

Group for the lease of two fuel vehicles ("Refueler Agreement"). The lease agreement was 

entered into on July 1, 2006 and terminates July 1,2011. The VJC also has an Aviation Fuel 

Supply Agreement with the Hiller Group, Inc. for the provision of jet fuel to the VJC ("Fuel 

Supply Agreement"), This agreement was entered into on December 1, 2006 and is set to 

terminate on November 30, 2011. Tristate has its own equipment and fuel supply and is not 

interested in assuming these agreements. Once the assets of the VJC have been sold, neither 

the LLC nor the Receiver will have any business reason to continue these agreements and 

will not honor them. The Hiller Group has been informed that Tristate will not assume 

15 
Case 8:09-cv-00087-RAL-TBM Document 254 Filed 12/11 /09 Page 16 of 22 

responsibility under the VJC's Refueler Agreement or Fuel Supply Agreement and it has 

agreed to the termination of those agreements at the time of the sale.'" Exhibit 4, f 38. 

II. NORTHERN TRUST AGREEMENT 

As part of the negotiations with Tristate to sell the VJC's assets, it was necessary for 

the Receiver to negotiate certain obligations owed to Northem Trust by the VJC, as well as 

other Receivership entities. The Receiver has reached an agreement with Northem Trust that 

will alleviate significant obligations owed to the bank. The Northem Trust Agreement, 

attached hereto as Exhibit 2, resolves the following obligations: 

• Northem Trust made a loan to Scoop Capital ("Scoop Capital Loan") in the 

amount of $1,500,000. Scoop Capital is responsible for the payoff amount of 

this loan, which was $1,534,941 as of October 27, 2009. 

• The Scoop Capital loan is secured by a certificate of deposit in the amount of 

$1,500,000 witii a maturity date of December 1, 2011 ("CD"). The value of 

early surrender of the CD is approximately $1,515,853, not including 

penalties and fees. 

• An interest rate swap agreement ("Scoop Capital Swap") in the amount of 

$133,000 as of October 27, 2009, for which Scoop Capital is also responsible, 

accompanied the Scoop Capital Loan. 

'' Had the Hiller Group not agreed to the termination of those agreements, it would have had 

the opportunity to pursue any claim it believed it had as a result of the termination of those 

agreements in a future claims process in this case. 

16 
Case 8:09-cv-00087-RAL-TBM Document 254 Filed 12/11/09 Page 17 of 22 

• Northem Trust made a loan to the VJC for $1,960,169 ("VJC Loan"). The 

VJC is responsible for the payoff amount for this loan, which was $1,976,998 

as of October 27, 2009. 

• An interest rate swap agreement ("VJC Swap") in the amount of $247,000 as 

of October 27, 2009, for which VJC is also responsible, accompanied the VJC 

Loan. 

• The Receiver has taken control of a residential property located at 15576 

Fnaitville Road, Sarasota, Florida ("Fruitville Road Property"). Northem 

Trust holds a mortgage on the Fruitville Road Property in the amount of 

$173,929 and the payoff amoimt for this mortgage was $181,938 as of 

October 27, 2009. 

• Northem Trust had banking relationships with Arthur Nadel as well as certain 

Receivership entities. 

The Receiver has reviewed these obligations and the banking activities in order to 

bring the sale of the VJC's assets to firuition. Following prolonged negotiations, the Receiver 

and Northem Tmst have reached the following agreement, as set forth more fully m Exhibit 

2. 

• Northem Tmst will release the Receiver from any deficiency owed on the Scoop 

Capital Loan and all liabiUty for the Scoop Capital Swap. In return, the Receiver 

has agreed to abandon all further claims to the CD securing the Scoop Capital 

Loan, the proceeds of which wdU apply to pay the debt. 

17 
Case 8:09-cv-00087-RAL-TBM Document 254 Filed 12/11/09 Page 18 of 22 

• The Receiver agrees to sell the VJC to Tristate and will retain the proceeds of the 

sale. Northem Trust and Tristate have negotiated a new loan. Northem Tmst has 

agreed to release the Receiver from any deficiency under the VJC loan and is 

waiving all payments on the VJC swap. 

• With respect to the Fruitville Road Property, the Receiver will continue his efforts 

to sell the property. Upon the sale of this Property, Northem Tmst will be paid, in 

frill satisfaction of the mortgage on the Property, the principal amount of the 

mortgage owed when the Property became a Receivership asset, exclusive of aU 

fees and penalties, provided a sale of the property is closed within one year of this 

Court's order approving the agreement and transaction. If the sale of the Property 

is not closed within the one year period, the Receiver will agree to further 

negotiate in good faith with the Bank regarding disposition of the Property. 

• The Receiver has released Northem Trast of aU potentiail claims that the Receiver 

has or may have against the bank as a result of Northem Tmst's banking 

relationships with Nadel or the Receivership Entities'"^ and wUl continue to use 

Northem Trast as one of his depository banks. 

As a result of this agreement, Northem Tmst is waiving over $400,000 in swap 

penalties and approximately $1,000,000 of debt olDligations, and the Receivership will gain 

over $500,000 from the sale of the VJC's assets. Accordingly, it is the Receiver's position 

^^ The Receiver has examined information relating to Northem Trust's banking relationship 

with the Nadels and the Receivership Entities. The Receiver has concluded that no 

significant viable claims against Northem Tmst exist. Any possible claims that do exist 

would have little potential value to the Receivership and would be subject to significant 

litigation risks. 

18 
Case 8:09-cv-00087-RAL-TBM Document 254 Filed 12/11 /09 Page 19 of 22 

and recommendation that the proposed agreement with Northem Tmst should be approved 

because it provides substantial funds for the Receivership and alleviates significant 

obligations the Receivership would otherwise have. The Receiver beUeves that the 

concessions by Northem Tmst set forth above surpass the value of pursuing any possible 

litigation against Northem Trust. Accordingly, the Receiver asks that this Court enter an 

order approving the Northern Tmst Agreement attached hereto as Exhibit 2. 

III. MEMORANDUM OF LAW 

The Court's power to supervise an equity receivership and to detemune the 

appropriate actions to be taken in the administration of the receivership is exfremely broad. 

Securities Exchange Comm'n v. Elliott, 953 F.2d 1560, 1566 (11th Cir. 1992); Securities 

Exchange Comm'n v. Hardy, 803 F.2d 1034, 1038 (9tii Cfr. 1986). The Court's wide 

discretion derives from the inherent powers of an equity court to fashion relief. Elliott, 953 

F.2d at 1566; Securities Exchange Comm'n v. Safety Finance Service, Inc., 61A F.2d 368, 

372 (5th Cir. 1982). The relief sought by the Receiver falls squarely within those powers. 

This relief includes approval of the disposition of assets and settiement of claims. 

The Court also has the power to compel the fransfer to Tristate of the VJC's lease 

witii tiie City. See, e.g., Ring v. Mpath Interactive, Inc., 2005 WL 1076561 (2d Cir. 2005) 

(holding that "landlord failed to demonstrate existence of any reasonable justification for 

withholding consent to Tenant's assignment of the lease" when the only zisserted reason for 

withholding was a belief the purchaser would be a financial risk); Chrysler Capital Corp. v. 

Lavender, 934 F.2d 290, 294 (11th Cir. 1991) (affmning finding tiiat refusal to consent to the 

19 
Case 8:09-cv-00087-RAL-TBM Document 254 Filed 12/11/09 Page 20 of 22 

lease was commercially unreasonable and lessee was thus excused from further performance 

under the lease); Buck Consultants, Inc. v. Glenpointe Assoc, 2007 WL 431149, *9 (3d Cir. 

2007) (affirming district court's holding that landlord's refusal to consent to proposed 

sublease was unreasonable and in breach of lease's reasonable consent clause but reversing 

district court's detemunation to terminate the lease); Murphy v. 253 Garth Tenants Corp., 

579 F.Supp. 1150, 1156 (S.D.N.Y. 1983) (granting mandatory injunctive reUef to plaintiff 

when consent to the transfer of cooperative housing shares was unreasonably withheld); 

Fourchon Docks, Inc. v. Milchem, Inc., 1987 WL 8036, *1 (E.D. La. 1987) (discussing that 

tenant may seek "a judicial declaration that the withholding of consent was unreasonable and 

that the sublease was therefore valid"). 

The Court should exercise that power so the City cannot sabotage the sale of VJC's 

assets by delaying or unreasonably withholding consent to a transfer of pertinent leases. The 

Receiver and his professionals have spent a substantial amount of time marketing and 

negotiating the sale of the VJC's assets, and have found a qualified and experienced 

purchaser and negotiated a sale that is in the best interests of the Receivership estate. The 

City's past conduct and its Council Member's public statements demonstrate a real likelihood 

the City may try to delay or otherwise reject the requested lease transfers in an effort to 

prevent the sale of the VJC's assets so they may be ultimately rendered worthless. To 

balance the interest of the Receivership and of the City, the Receiver respectfully suggests 

the Court provide the City with 15 calendar days to review the tiansaction that is the subject 

of this motion and to object to the transfer of the leases and subleases. The Court could then 

review those objections and make a final determination of whether the transaction — 

20 
Case 8:09-cv-00087-RAL-TBI\/l Document 254 Filed 12/11/09 Page 21 of 22 

including the transfer of the leases and subleases — should be approved. This procedure 

would prevent the City from improperly thwarting the proposed sale of the VJC's eissets. 

WHEREFORE, Burton W. Wiand as Receiver respectfully requests this Court enter 

an Order'^ allowing the City of Venice to file with the Court any objections it may have with 

respect to approval of the sale as provided herein within 15 days of the City's receipt of this 

motion; 

(1) Approving the sale of VJC's assets as provided in the Asset Purchase 

Agreement as attached hereto as Exhibit 1; 

(2) Transferring all of the VJC's rights, titie, and interest in the lease with the 

City and the subleases with Hertz and the Coclq)it Cafe to Tristate for the unexpired terms 

stated therein, including the right to be substituted in the VJC's stead in the proceeding 

before tiie FAA (FAA Docket No. 16-09-05); 

(3) Granting Tristate all rights appurtenant to those leases including but not 

limited to the quiet enjoyment and the right to development of the same; and 

(4) Approving the agreement between the Receiver and Northem Tmst as 

reflected in the Northem Tmst Agreement attached as Exhibit 2. 

LOCAL RULE 3.01(g) CERTIFICATION OF COMPLIANCE 

Counsel for the Receiver has conferred with counsel for the SEC and is authorized to 

represent to the Court that this motion is unopposed. The SEC does not object to the 

requested relief, but takes no position on any xmderlying disputes with the City. 

13 A proposed order granting this Motion is attached as Exhibit 6. 

21 
Case 8:09-cv-00087-RAL-TBM Document 254 Filed 12/11/09 Page 22 of 22 

CERTIFICATE OF SERVICE 

I hereby certify that on December 11, 2009, I electronically filed the foregoing with 

the Clerk of the Court by using the CM/ECF system. I further certify that I mailed the 

foregoing document and the notice of electronic filing by first-class mail to the following 

non-CM/ECF participant: 

Arthur G. Nadel 

Register No. 50690-018 

MCC New York 

Metropolitan Correctional Center 

150 Park Row 

New York, NY 10007 

s/ Gianluca Morello 

Gianluca Morello, FBN 034997 

Email: gmorello@wiandlaw.com 

WIAND GUERRA KING P.L. 

3000 Bayport Drive 

Suite 600 

Tampa, FL 33607 

Tel.: (813)347-5100 

Fax: (813) 347-5155 

Attorneys for the Receiver, Burton W. Wiand 

22 
Case 8:09-cv-00087-RAL-TBM Document 254-1 Filed 12/1 ^;^c6f§Sl ^ f feisiON 

ASSET PURCHASE AGREEMENT 

THIS AGREEMENT, effective as of November 16, 2009 (tiie "Effective Date"! by and 

between TRISTATE AVIATION GROUP OF FLORIDA LLC, a Florida limited UabiUty 

company (the "Buyer") and BURTON W. WIAND (the "Seller"), as Receiver of VENICE JET 

CENTER, LLC, a Florida hmited hability company (die "Company"). 

RECITAL 

WHEREAS, the United States District Court for fhie Middle Distiict of Florida, Tampa 

Division (the "Court"), appomted Burton W. Wiand on January 21, 2009, and reappointed Mr. 

Wiand on June 3, 2009, as Receiver of the Company, among other receivership entities 

(collectively, the "Receivership"), in the action styled Securities and Exchange Commission v. 

Arthur Nadel, et al, Case No: 8:09-cv-87-T-26TBM (the "Action"). 

WHEREAS, the Company owns certam properties, including but are not limited to 

operating equipment(s), and buildings located at 220 Airport Ave. E. and 400 Airport Ave. E., 

Venice, Florida 34285 and the lease by and between the Company and the City of Venice (the 

"Citv") dated May 23, 2006 (the "Lease") (collectively, the "Assets"). The Assets are more 

particularly described on Exhibit A. 

WHEREAS, Seller desfres to sell and Buyer desires to purchase the Assets pursuant to 

the terms and conditions set forth herein. 

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable 

consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as 

follows: 

OPERATIVE TERMS 

1. Sale and Transfer of Assets. 

(a) Seller shall sell, transfer, and deHver to Buyer, pursuant to the Order (as 

defined herein) from the Court, and Buyer shall purchase from Seller: (1) all of the 

Seller's rights, titie, and interest in the Assets described on Exhibit A. fi-ee and cleai- of 

all hens, claims, encumbrances, and restiictions as specified in the Order; (2) those 

assets, including but are not limited to accoxmting software, business records, phone 

numbers and service accounts, used by the Company in its normal course of business and 

to be used by Buyer for the same purpose; and (3) the Seller's rights, titie, and interest in 

the action styled Venice Jet Center, LLC v. City of Venice, IcAA. Docket No: 16-09-05. 

(b) The Assets are sold on an "AS IS" "WHERE IS" BASIS, WITH ALL 

FAULTS AND WITHOUT REPRESENTATIONS, EXPRESS OR IMPLIED, OF 

ANY TYPE, KIND, CHARACTER OR NATURE, INCLUDING BUT NOT 

LIMITED TO, SUITABILITY OF THE ASSETS FOR ANY USE, AND 

WITHOUT WARRANTIES, EXPRESS OR IMPLIED, OF ANY TYPE, KIND, 

CHARACTER OR NATURE, INCLUDING BUT NOT LIMITED TO, 

42363102v9 EXHIBIT 1 
Case 8:09-cv-00087-RAL-TBM Document 254-1 Filed 12/1 V§|pu.r*^T>^*^tjicro>j 

SUITABILITY OF THE ASSETS FOR ANY USE, AND WITHOUT RECOURSE, 

EXPRESS OR IMPLIED, OF ANY TYPE, KIND, CHARACTER OR NATURE, 

SAVE AND EXCEPT THE EXPRESS REPRESENTATIONS AND 

WARRANTIES SET FORTH IN SECTION 10 HEREOF. 

2. Contingencies. This Agreement is contingent only upon Seller obtaining approval 

of the Court (the "Order") to: (1) sell Buyer Assets described on Exhibit A free and clear of aU 

liens, claims, encumbrances, and resfrictions; (2) fransfer to Buyer via assignment and 

assumption all of the Company's right, title and interest in and to the Lease and Subleases for the 

unexpired term stated therein; and (3) grant Buyer quiet enjoyment of the Lease and Subleases 

assigned to and assumed by Buyer (collectively, the "Contingencies"). The Subleases referenced 

m this Section are: (1) the Sublease Agreement by and between the Company and the Hertz 

Corporation, a Delaware corporation ("Hertz"), dated ; and (2) the Sublease 

Agreement by and between the Company and Cockpit Cafe, LLC, a Florida limited hability 

company ("CaK"), dated February 26, 2008. Hertz and Cafe are each a "Sublessee" in the 

Subleases. 

3. Purchase Price. 

(a) The purchase price to be paid by Buyer to Seller for the Assets shall be the 

sum of Five Hundred Fifty Thousand Dollars and No/100 ($550,000) (the "Purchase 

Price"). 

(b) The Purchase Price shaU be paid at the Closing (hereinafter defined) as 

follows: 

(i) Cash or its equivalent in the amount of Three Hundred Thousand 

Dollars and No/100 ($300,000); and 

(ii) Delivery of a duly signed Promissory Note (the "Note") iti the 

amount of Two Hundred Fifty Thousand DoUars and No/100 ($250,000) 

substantially in the form attached hereto as Exhibit B. 

4. Earnest Money Deposit. Buyer shall deliver to Seller earnest money in the 

amount of Ten Thousand Dollai-s and No/100 ($10,000.00) (tiie "Deposit") on or before tiie 

Effective Date. 

(a) The Deposit shall, if Buyer closes on the purchase of the Property as 

contemplated hereby, be credited toward the Purchase Price at the Closing. 

(b) Buyer hereby acknowledges and agrees that the Deposit becomes 

nonrefundable on the earlier of the Closing Date or the date of when Buyer confirms with 

Seller that it is unwilling or unable to close the purchase of the Property for any reason, 

provided that Seller has already satisfied the Contingencies. 

(c) In the event that Seller cannot satisfy the Contiagencies within thirty (30) 

days from the date of the issuance of the Order (the "Contiagencies Period"), or 

otherwise unable to conclude the transaction contemplated hereunder, Seller shall return 

42363102v9 
Case 8:09-cv-00087-RAL-TBM Document 254-1 Filed 12/1 Mc^&^^ION 

the Deposit to Buyer within Fifteen (15) business days followiag the expfration of the 

Contingencies Period. 

(d) Buyer aclcnowledges and agrees that no interest will be paid on the 

Deposit. 

5. Closing. The closing of tiie fransaction contemplated by this Agreement and 

delivery of the BiU of Sale (heremafter defined) (the "Closing") shall occur by the Closing Date 

(hereinafter defined). The Closing shall be conducted at such location as the Parties may 

mutually agree in writing. 

6. Closing Date. Buyer and Seller agree that Closing shall occur on 

, 2009. 

7. Post-Closing Condition. Within 60 days following the Closing, but no later than 

January 15, 2010, if the action taken or the omission to act by the Northem Trust Banlc 

("Northem Trust") constituted an "Event of Default" under the Tristate Loan (as hereinafter 

defined), and such Event of Default was not cured by Northern Trust in a manner satisfactory to 

Buyer, Buyer shall have the right to terminate this Agreement in its entirety and seek return of all 

monies paid to Seller in performance of this Agreement. Buyer acknowledges and agrees that 

the Post-Closing Condition specified in this Section shall terminate no later than January 15, 

2010; thereafter. Buyer shall continue to perform the required obligations set forth in this 

Agreement regardless of the performance, or the lack thereof, by Northem Trust in the Tristate 

Loan. 

8. Buyer's Deliveries at Closing. At the Closing, Buyer shall deliver the following 

items to Seller: 

(a) the Purchase Price for the Assets, payable in the manner described in 

Section 3(b) above; 

(b) a duly signed Note substantially in the form attached hereto as Exhibit B. 

(c) signed assignments and assumptions of the Lease and Subleases 

substantially in the form attached hereto as Exhibit C. 

(d) a certified copy of the resolutions of the Member(s) and Manager(s) of 

Buyer authorizing the transactions contemplated by this Agreement; 

(e) a resolution of the loan with Northem Trust conforming to the new terms 

and conditions as required by Buyer (the "Tristate Loan") naming Buyer as the new 

debtor; and 

(f) such other documents and certificates as Seller may reasonably and timely 

request. 

9. Seller's Deliveries at Closing. At the Closing, Seller shall deliver the follovdng 

items to Buyer: 

42363102v9 
Case 8:09-cv-00087-RAL-TBM Document 254-1 Filed 12/1 ^^cB^5d ^EISION 

(a) a Bill of Sale in the form attached as Exhibit D hereto, duly signed by 

Seller; 

(b) anOrderfi-om the Court approving the sale of the Assets; 

(c) a letter signed by Seller directing all rent payment receivable to Buyer 

followiag Closing; 

(d) an acknowledgement of termination of Hiller Group Refuler Agreement 

and Hiller Group Refuler Lease Agreement; 

(e) a resolution agreeable to the Buyer of the fuel obligation owed to Sarasota 

County Sheriff's Office by Seller; 

(f) signed assignments and assumptions of the Lease and Subleases 

substantially in the form attached hereto as Exhibit C; 

(g) a satisfaction of the loan with Northem Trust (the "VJC Loan") releasing 

Seller as the existing debtor; and 

(h) such other documents and certificates as Buyer may reasonably and timely 

request. 

10. Seller's Representations. Warranties and Covenants. Seller represents, warrants, 

and covenants to Buyer as follows: 

(a) Valid and Enforceable Agi-eement. This Agreement constitutes a valid 

and binding agreement of the Seller enforceable in accordance with its terms. 

(b) Titie. 

(i) Seller acquired titie to the Assets in the Action described in 

Exhibit A, and with the approval of the Court, the Assets shall be sold to Buyer 

as evidenced by the Bill of Sale, substantially in the form attached hereto as 

Exhibit D. free and clear of aU hens, claims, encumbrances, and restrictions. 

(ii) The Assets are sold on an "AS IS" "WHERE IS" BASIS, WITH 

ALL FAULTS AND WITHOUT REPRESENTATIONS, EXPRESS OR 

IMPLIED, OF ANY TYPE, KIND, CHARACTER OR NATURE, 

INCLUDING BUT NOT LIMITED TO, SUITABH.ITY OF THE ASSETS 

FOR ANY USE, AND WITHOUT WARRANTIES, EXPRESS OR 

IMPLIED, OF ANY TYPE, KIND, CHARACTER OR NATURE, 

INCLUDING BUT NOT LIMITED TO, SUITABILITY OF THE ASSETS 

FOR ANY USE, AND WITHOUT RECOURSE, EXPRESS OR IMPLIED, 

OF ANY TYPE, KIND, CHARACTER OR NATURE, SAVE AND EXCEPT 

THE EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH 

IN THIS SECTION 10. 

42363102^9 
Case 8:D9-cv-00087-RAL-TBM Document 254-1 Filed 12/1 ^^ :SIC6??8I5?EISION 

(c) Assignment of the Lease. The Order from the Court shall specifically 

grant Buyer quiet enjoyment of the Lease between the Company and the City, and 

Subleases between the Company and each Sublessee, which shall all be assigned from the 

Company to and assumed by Buyer as the lessee/sublessor at Closing. 

(d) Authority. The execution, delivery, and performance of this Agreement 

and any documents incidental thereto, and the consummation of the transactions 

contemplated hereby have been duly autiiorized and approved by the Court, and Seller 

has aU requisite corporate powers and authority to consummate this ti-ansaction. 

(e) General. None of the representations or warranties by Seller in this 

Agreement contains any untrue statement of a material fact, or omits to state any material 

fact necessary to malce statements or facts contained therein not misleading. 

11. Buyer's Representations and Warranties. Buyer represents and warrants to Seller 

as follows: 

(a) Organization. Buyer is a limited liability company duly organized and 

validly existing and is in good standing under the laws of the State of Florida. 

(b) Assumption of the Lease. Buyer expressly agrees to assume and perform 

all of the duties as requfred under the Lease. 

(c) Loan. Buyer expressly agrees to assume the Uabilities in coimection with 

the VJC Loan as modified imder the terms of the Tristate Loan, including but are not 

limited to any and all negotiation on modification of the terms and the cost associated 

thereunder, and shall indemnify and hold harmless forever any claims whatsoever, 

whether in law or equity, brought against Seller after the Closing Date. 

(d) Authority. The execution, delivery, and performance of this Agreement 

and any documents incidental thereto, and the consummation of the fransactions 

contemplated hereby have been duly authorized and Buyer has all requisite corporate 

powers and authority to consummate this tiansaction. 

(e) Valid and Enforceable Agreement. This Agreement constitutes a valid 

and binding agreement of Buyer enforceable in accordance with its terms. Neither the 

execution and dehvery of this Agreement nor the consummation of tiie transactions 

contemplated hereby violates or conflicts with the Articles of Organization or Operating 

Agreement of Buyer or, subject to obtaining necessary consents, any agreement or other 

restriction of any land or character to which Buyer is a party or by which Buyer is bound. 

(f) Due Diligence. Buyer has conducted and completed any and all due 

diligence it deems or deemed necessary prior to completing the purchase contemplated 

herein. 

(g) Absence of Warranties from Seller. Buyer acknowledges that Seller has 

made no warranties with respect to the Assets. Buyer is purchasing the Assets on an "AS 

IS" ''WHERE IS" BASIS, WITH ALL FAULTS AND WITHOUT 

42363102v9 
Case 8:09-cv-00087-RAL-TBM Document 254-1 Filed 12/1 Mc^m^msioi^ 

REPRESENTATIONS, EXPRESS OR IMPLIED, OF ANY TYPE, KIND, 

CHARACTER OR NATURE, INCLUDING BUT NOT LIMITED TO, 

SUITABILITY OF THE ASSETS FOR ANY USE, AND WITHOUT 

WARRANTIES, EXPRESS OR IMPLIED, OF ANY TYPE, KIND, CHARACTER 

OR NATURE, INCLUDING BUT NOT LEVHTED TO, SUITABILITY OF THE 

ASSETS FOR ANY USE, AND WITHOUT RECOURSE, EXPRESS OR 

IMPLIED, OF ANY TYPE, KIND, CHARACTER OR NATURE, SAVE AND 

EXCEPT THE EXPRESS REPRESENTATIONS AND WARRANTIES SET 

FORTH IN SECTION 10 ABOVE. 

(h) General. None of the representations or warranties by Buyer in this 

Agreement contains any untrue statement of a material fact, or omits to state any material 

fact necessary to make statements or facts contained therein not misleading. 

12. Expenses and Taxes. Each party hereto shall pay its own expenses and costs 

incident to the preparation of this Agreement and the consummation of the transactions 

contemplated hereby, including but are not Umited to, attorney fees or broker commissions. If 

any portion of the fransactions to be effected pursuant hereto shall be determined to be subject to 

sales or use or any other taxes. Buyer shall be Uable therefore and shall promptly pay the same. 

13. Amendments. This Agreement may only be amended or modified by written 

mstrument executed by the parties hereto. 

14. Notices. Any notice, request, information or other document to be given 

hereunder to any parties by any other party shall be in writing and shall have been deemed to 

have been given (i) when personally delivered, sent by facsimile (with hard copy to follow) or 

sent by reputable overnight express courier (charges prepaid), or (ii) five (5). days following 

mailing by certified or registered maU, postage prepaid and return receipt requested. Unless 

another is specified in writing, notices, demands and communications to Seller and Buyer shall 

be sent to the addresses indicated below: 

(a) If as to Seller: 

Burton W. Wiand, Receiver 

Venice Jet Center, LLC 

3000 Bayport Drive, Suite 600 

Tampa, Florida 33607 

Attention: Burt Wiand 

(b) If as to Buyer: 

Tristate Aviation Group of Florida, LLC 

400 Airport Avenue East 

Venice, Florida 34285 

Attention: Marty Kretchman 

Any party may change the address to which notices hereimder are to be sent by giving written 

42363102v9 
Case 8:09-cv-00087-RAL-TBI\/l Document 254-1 Filed 12/1 Mc^mimsioN 

notice of such change of address as provided above. 

15. Waiver. No waiver by either party hereto of any condition or any breach of any 

term, covenant, representation or wan-anty contained in this Agreement shall be deemed or 

constiTied as a further or continuing waiver of such condition or breach or waiver of any other or 

subsequent condition or the breach of any other term, covenant, representation or warranty 

contained in this Agreement. 

16. Severability, If any provision of this Agi-eement is determined to be illegal or 

unenforceable, such provision will be deemed amended to the extent necessary to conform to 

apphcable law or, if it cannot be so amended without materially altering the intention of the 

pai-ties, it will be deemed sfricken and the remainder of the Agreement will remain in full force 

and effect. 

17. Counterparts. Any number of covmterparts of tiiis Agreement may be executed 

and each such executed counteipart shall be deemed to be an original. 

18. Binding Agreement. This Agreement shall be binding upon and inure to tiie 

benefit of the parties hereto, their respective heirs, successors, and assigns. 

19. Entire Agreement. This Agreement and the insti-uments delivered pursuant hereto 

constitute the entire agreement between the paities hereto and supersede all prior written 

agreements and understanding, oral or written, between the parties relating to the subject matter 

hereof 

20. Governing Law and Juiisdiction. This Agreement shall be govemed by and 

construed in accordance with the substantive laws of the State of Florida, This Agreement shall 

be subject to the exclusive jurisdiction of the United States Disfrict Court, Middle Distiict of 

Florida, Tampa Division, in Hillsborough County in the State of Florida, and all paitiies hereby 

irrevocably submit to the jurisdiction of such comts with respect to any claim arising out or in 

coimection with this Agreement. 

21. Venue. In the event litigation should arise to enforce or interpret this Agreement, 

Buyer and Seller agree that the proper venue shall be in the United States Distiict Court, Middle 

District of Florida, Tampa Division, in Hillsborough Coimty in the State of Florida. 

22. Remedy. In the event tiiat the Court does not approve of the sale of the Assets, 

i.e., if the Contingencies are not satisfied on or before the Closing Date, Buyer aclmowledges 

and agrees that its sole and exclusive remedy is to seek return of the Deposit fi-om Seller. This 

Agreement, when duly executed by the Parties, constitute the express waiver in writing of any 

other remedy, whether legal or equitable, that may be available to the Buyer. 

23. Indemnification. Buyer expressly acknowledges and agrees that Seller provides 

NO indemnification from and against any loss, claim and/or damage arising under any 

circumstance related to the Assets or this Agreement, and that Section 21 sets foith the Buyer's 

sole and exclusive remedy under this Agreement. 

24. Broker's Commissions, Seller and Buyer represent and warrant each to the other 

42363102v9 
Case 8:09-cv-00087-RAL-TBM Document 254-1 Filed 12/1 ^^cBf?8l? ?fe^SION 

that they have not dealt with any real estate broker, sales person or fmder in connection with this 

fransaction. In the event of any claim for broker's or finder's fees or commissions by any paify, 

each party shall indemnify and hold harmless the other party from and against any such claim 

based upon any statement, representation or agreement of such paity. This provision shall 

survive the consummation of the ti'ansactions contemplated hereby. 

25. Survival of Representations and WaiTanties. All of the respective representations 

and warranties of the parties to this Agreement shall survive tiie consummation of the 

ti'ansactions contemplated hereby. 

26. Further Assui'ances. Buyer and Seller shall execute and deliver such additional 

documents and take such additional action as may be necessary or desirable to effectuate the 

provisions and purposes of this Agreement. 

27. Attorneys' Fees and Costs. In any action or dispute, at law or in equity, that may 

arise under or otherwise relate to this Agi-eement, the prevailing party will be entitied to, fr'om 

the non-prevailing party, reimbursement of its attorneys' fees (including, but not limited to, 

attorneys' fees, paralegals' fees and legal assistants' fees), costs and expenses incurred in the 

preparation for and in connection with any tiial, appeal or banlcruptcy proceeding. 

[Signature Page Next] 

42363102v9 
Case 8:09-cv-00087-RAL-TBM Document 254-1 Filed 12/11/09 Page 9 of 9 

EXECUTION VERSION 

IN WITNESS WHEREOF, tiie parties hereto have caused this Agi-eement to be duly 

executed as of the date first above written. 

BUYER: 

TRISTATE AVIATION GROUP OF FLORIDA LLC 

By: 

DONALD ^ARTINICK TINIETCHMAN E , 

Managing Director 

SELLER: 

BURTON W. WIAND, IffiCEIVER 

VENICE^J^ CENTER^] 

BURTON W. WIAND, as Receiver 

42363I02v9 
Case 8:09-cv-00087-RAL-TBM Document 254-2 Filed 12/11/09 Page 1 of 5 

EXECUTION VERSION 

Exhibit A 

Assets 

(see attached) 

42363102v9 

10 
Case 8:09-cv-00087-RAL-TBM Document 254-2 Filed 12/11/09 Page 2 of 5 

EXECUTION VERSION 

VENICE JET CENTER ASSET LIST 

AS "EXHIBIT A" TO THE 

ASSET PURCHASE AGREEMENT 

BETWEEN 

TRISTATE AVIATION GROUP OF FLORIDA LLC, 

A FLORIDA LIMITED LIABILITY COMPANY, 

AND 

BURTON W. WIAND, AS COURT-APPOINTED RECEIVER OF 

VENICE JET CENTER, LLC, 

A FLORIDA LIMITED LIABILITY COMPANY 

I. Main Building (Jet Center) 

A. Executive Office (Photo—1, 2): 

• Monitors (2); computer tower (1); keyboard (1); U-shaped desk and wall unit 

(1); executive chair (1); side chafrs (2); printer (1); scanner (1). 

B. Executive Office First Floor (Photo—62, 63, 64): 

• Wall unit with built in fiUng cabmet (1); desk (1); computer monitor (1); 

keyboard (1); tower (1); printer (1); office chairs (2); table (1). 

C. Upstairs Lobby (Photo—3, 4, 20,22, 192,193, 194): 

• LG LCD TV 42" (1); LG LCD TV 32" (1); leather recliners (2); leatiier couch 

(1); leather loveseat (1); desk (1); chair (1); elecfronic clock (1); framed 

airplane photographs (2); computer monitors (2); tower (1); keyboard (2); 

printers (1). 

D. Upstau-s Boardroom (Photo—12,13, 14, 15,16,17,18): 

• Conference table (1); conference chairs (8); credenza (1); airplane 

photographs (3); LG LCD TV 42" (1); executive phone console (1); tier 

wooden shelf with various glasses and serving platters (3); easel (1); wooden 

podium (1). 

E. Computer Server Room: 

• Wall-movinted telecommunication equipment (1) (Photo—7); 

• Honeywell Security Camera Recorder (1); Dish Network Receivers (2); A/V 

Equipment (1); FM timer (1) (Photo—8); 

• Back-up battery (1); computer towers (2) (Photo—9); 

• CRT monitor (1); keyboard (1); network router (1); backup tapes (8) (Photo— 

10). 

• Metal shelving unit (1) (Photo—8, 9,10). 

42377800v2 

Initials A^j^ 
Case 8:09-cv-00087-RAL-TBM Document 254-2 Filed 12/11/09 Page 3 of 5 

EXECUTION VERSION 

F. Ffrst OfBce Maui Hallway (Photo—50,51, 52): 

• Computer monitor (1); speaker system (1); tower (1); keyboard; (1); office 

chairs (2); lateral filmg cabinets (2); fax , copier, printer combo (1). 

G. Vaiious Offices on Main Hallway (Photo—24, 25, 26, 27, 28, 29, 30, 34, 35, 36, 

37, 38, 39, 40, 41, 42, 43, 44, 45, 46, 47, 48, 49): 

• Desks (8); metal storage cabinet (1); metal rack (1); fax/copier/printer combo 

(1); office chafrs (15); computer tower (1); vaiious office supplies (Photo— 

36, 37); metal filing cabinet (1); various cleaning supplies (Photo^-47, 48); 

water cooler (1); wooden shelving unit (1); ornate min'or (1); artificial ti'ees 

(1). 

• Flight school equipments: monitor (i); keyboard (1); tower (1) (Photo—29). 

H. Kitchen (Photo—53, 54, 55, 56, 57, 58, 59, 60, 61): 

• Bisti'O table (1) with chairs (3); black framed pictures (2); microwave (1); 

dishwasher (1); stainless steel refrigerator (1); stainless steel coffee carafes 

(2). 

I. Mam Lobby (Photo—23, 65, 66, 67, 68, 69, 70, 71, 72, 73,74, 75,76,77, 78,79, 

80,81,82,83,84,85,86,87): 

• Lamps (4); wall sconces (4); credenza (1); accent tables (2); coffee tables (2); 

end tables (2); LG LCD TV 42" (2); black leatiier loveseats (5); leather couch 

(1); airplane photographs (10); large black mirror (1); black glass Ughted 

cabmets (2). 

J. Small Room Off of Main Lobby: 

• White refrigerator (1) (Photo—101); 

• Ice machine (1) (Photo—102). 

K. Reception Desk (Photo—74, 75, 76, 77, 78, 79, 80): 

• Computer monitors (2); keyboards (2); towers (2); radio systems (3); 

fax/copier/piinter combo (1); large office copier/fax/printer (1); large paper 

shiedder (1); combination floor safe (1); isolating fans (2), 

L. Outdoor Ai'ea: 

• Digital image sign (1) (Photo—103, except the Chevron sign); 

• Flagpole (1) (Photo—104). 

II. Cafe (Photo—88, 89, 90, 91, 92, 93, 94, 95, 96, 97, 98, 99, 100): 

• Tables (7); chairs (24); highchair (1); metal shelving units (3); stainless steel 

3-m-l combo sinlc (1); small stainless steel sink (1); mini fryer (1); burner 

42377800v2 

Initials •.^M 
Case 8:09-cv-00087-RAL-TBM Document 254-2 Filed 12/11/09 Page 4 of 5 

EXECUTION VERSION 

stoves (2); refrigerator/freezer combos (2); soup warmer (1); Scotsman ice 

maker (1); Hotpoint gold refrigerator (1); white deepfreeze (1); Captive Air 

range hood (1); glass wares, plates, cups, etc.; pots & pans various, silverware, 

wu'e wall shelves (6). 

in. Maintenance Shed (Photo: 107, 108, 109, 110, 111, 112, 113, 114, 115, 116, 117, 118, 

119, 234, 235, 236, 237, 238, 239, 240, 241, 242, 243, 244) 

• Letkro AP8750B (1); pressure washer (1); Toro riding lawn mower (1); push 

lawn mower (1); deep fi-eezer (1); Lav Service Unit (1); toolbox with various 

tools (1) (Not Photographed); work bench (1) (Not Photographed), covered 

limo golf cart (1); small golf cart (2); Ikno golf cart used for spare parts (1); 

industiial floor fan (1); blower (1); canisters of spill cleanup (2); JetEX4 

(SerialNo. 86PS01050)(1). 

• Used paver bricks (Photo—120,121, 122,123,124) 

IV. Building 220 

A. Photo—134, 137, 138, 141, 142, 143, 144, 147, 149, 150, 151, 153, 154, 162, 

164, 165, 166, 196, 197, 198, 199, 200, 201, 202, 203, 210, 211, 212, 213, 214, 

215,216,217,218,219,220 

• Toshiba Phone System (1); phones (15); computer (1); monitor (1); backup 

battery (1); Canon printer (1); Sharp office printer/copier (1); Lanier copier 

and stand (1); HP Deskjet printer 812C (1); HP fax, copier, printer (1); 

Compass Security System with components (1); nonfunctional security 

cameras (3); Computer monitors (4); Keyboards (5); Dish Network Receiver 

(1); 32" Color Console TV with stands (2); VCR (1); Floor Safes (2); Older 

Vending Machine (1); Lighted Curio cabinet (1); Fire extinguisher (1); HP 

Black toner cartridges (small) (4); HP Black toner carfridge (lai-ge) (1); Laser 

toner cartridge (I); HP computer monitor still in packing material (1) 

B. Photo—152, 155,157, 204, 205, 206, 207,208, 209 

• Leather sofas (2); leather loveseats (2); leather chafrs (2); coffee tables (2); 

desks (3); executive office chairs (3); pole lamps (2); accent tables (2); various 

office chairs (7); large oval tables (2); chair v^th casters (6); pictm-es (8); 

artificial plants (7). 

C. Photo—140 

• Stackable Washer and Dryer combo (I). 

V. Automotive Assets: 

• 2008 Red Chevrolet Silverdao (VIN: IGCEC14X08Z130278) (Photo—252, 

253); 

• 1984 Ford F600 Fuel Tmck (VIN: 1FDWK74N3FVA09074) (Photo—125, 

126, 127, 128). 

42377800v2 

Initials 
Case 8:09-cv-00087-RAL-TBM Document 254-2 Filed 12/11/09 Page 5 of 5 

EXECUTION VERSION 

VI. Other Assets 

A. Fuel Farm Tanks and Self Service 

• Above-ground 10,000 Gallon AVGAS Tank (1) (Date: 2-96 Serial No. 1062) 

(Photo—170, 254); 

• Above-ground 10,000 Gallon JET-A Tanlc (1) (Date: 2-96 Serial No. 1063) 

Photo—170, 254); 

• Self-Service AVGAS Terminal (1) (Photo—169); 

• Small Diesel Fuel Storage Tanlc (1) (Photo—170); 

• Sump Fuel Recovery Storage Tanks (2) (Photo—171). 

B. HeUcopter Dolly (Photo—129, 130). 

C. Vaiious handheld radios (4) (Not Photographed). 

VII. Assets Expressly Excluded: 

A. Aircrafts 

• Cessna 152 (Regisfration No. N25602) (Photo—245, 249); 

• Piper 140/180 (Regisfration No. N4221T) (Photo—246, 247, 250); 

• Beechcraft Bai-on B-55 (RegistiationNo. N727AB) (Photo—188). 

B. Vehicles 

• 2006 Subaru Legacy Outback (1) (VIN: 4S4BP61C667338496) (Photo— 

251); 

• 2002 Kawasld 4 WD Mule (1) (Family ID No: 1ICAXS.6172CB 

Manufactiu-ed in 12/01) (Photo—234); 

. 2004 John Deer Buck 500cc (Product ID No: M0FFTA5010003) (1) 

(Photo—235); 

• Chevron Sign (3) (Photo—103, 114, 167). 

C. Brown leather sofa and loveseat in Building 220 (Photo—136 located in the entiy 

area, 139 is located in old pilot's lounge). 

D. True double door refrigerator and double broiler not included with restaurant 

assets (1) (Photo—98). 

42377800v2 

Initials 
Case 8:09-cv-00087-RAL-TBM Document 254-3 Filed 12/11/09 Page 1 of 10 

EXECUTION VERSION 

Exhibit B 

Promissory Note 

(see attached) 

42363102v9 

11 
Case 8:09-cv-00087-RAL-TBM Document 254-3 Filed 12/11/09 Page 2 of 10 

EXECUTION VERSION 

PROMISSORY NOTE 

(TRISTATE AVIATION GROUP OF FLORIDA LLC) 

Tampa, Florida 

$250,000 January 1, 2010 

FOR VALUE RECEIVED, the undersigned, TRISTATE AVIATION GROUP OF 

FLORIDA LLC, a Florida limited liability company ("Maker"), hereby promises to pay to the 

order of Bm-ton W. Wiand, as Court-appointed Receiver of VENICE JET CENTER, LLC, a 

Florida limited Liability company ("Payee"), the principal sum of Two Hundi*ed Fifty Thousand 

Dollars and No/100 ($250,000) (tiie "Principal Amount"), togetiier witii interest tiiereon from the 

date of this Note. Subject to Section 2 of this Note, simple interest shall accrue at a rate of four 

percent (4%) per annum. Interest shall be calculated on the basis of a year of 365 days applied to 

the actual days on which there exists an unpaid principal balance imder this Note. Subject to the 

provisions of this Note, the principal and accmed interest shall be due and payable by Maker on 

January 1, 2013 (the "Maturity Date"'), and Malcer shall make montiily payments of principal and 

interest in accordance with Section 1 of tiie Note commencing on January 1, 2010. This Note 

has been issued by Malcer pursuant to a Asset Purchase Agreement between Maker and Payee 

effective as of November 16, 2009. Maker shall have the right to offset amounts due and 

payable under this Note, up to Fifty Thousand Dollars and No/100 ($50,000), for legal and all 

other expenses and costs actually incmred by Maker in an effort to resolve any and all disputes 

with the City of Venice, including the cmxent Part 16 Complauit (tiie "Offset"). Notwithstanding 

any provision herein or othei-wise, the Offset shall not exceed Fifty Thousand Dollars and 

No/100 ($50,000). Payee agrees that Maker has the option to make this Offset against the 

amount of outstanding principal and accrued interest payments due and payable, or against tiie 

balloon payment on Maturity Date. Maker and Payee are each a "Party." and are collectively 

referred to as "Parties." 

1. Terms of Payment. Principal Amount and all accrued interest shall be due and 

payable in the amounts and at the times set forth below: 

Maker shall make monthly payments of accrued interest only at the rate set forth above 

commencing on Janumy 1, 2010, and on the first day of each successive calendar month 

thereafter, with a grace period often (10) days, until October 1, 2010, on which date, unless 

sooner paid, all accrued and unpaid interest shall be due and payable. Commencing on October 

1, 2010, and continuing on the first day of each calendar month thereafter until the Maturity 

Date, unless sooner paid, Malcer shall make 26 equal, consecutive monthly payments of principal 

and uiterest to Payee. The entire amount of the unpaid pruicipal amount as well as all accrued 

and unpaid interest and all other sums due under tiiis Note that remain unpaid shall he paid or 

repaid, as applicable, on the Matmity Date unless otherwise extended pui-suant to the Note. The 

amount of each equal monthly payment of principd and interest due and payable shall be One 

Thousand Nine Hundi-ed Twenty Dollai's and 40/100 ($1,920.40) (tiie "Montiily Payment"! as 

determined by amortizing the Principal Amount over a 15-year term, with each payment shown 

on the Payment Schedule, to be amended fi-om time to time, attached hereto as Exhibit A. For 

the avoidance of doubt, this Note is a balloon promissoiy note that requfres that all indebtedness 

be paid in full on the Maturity Date, unless extended in vwriting by the Parties. All payments 

42388999v2 
Case 8:09-cv-00087-RAL-TBM Document 254-3 Filed 12/11/09 Paoe 3 of 10 

EXECUTION VERSION 

shall be made in lav^^l money of the United States of America at the address provided by Payee, 

or at such other place as the holder hereof may from time to time designate in writing to Maker. 

2. Default Interest Rate. Upon an Event of Default (as hereafter defined). Payee, 

in his sole discretion and without notice or demand, may raise the rate of interest accruing on this 

Note to a rate equal to thi-ee percent above the cuixent rate, to a maximum of seven percent (7%) 

interest. Such default interest rate shall continue, in Payee's sole discretion, until all defaults are 

cured. 

3. Repayment Extension. 

(a) After accomiting for any grace period specified in this Note, if any 

payment of principal or interest shall be due on a Saturday, Sunday, or any other day on 

which any banking institutions in the State of Florida are requfred or permitted to be 

closed, such payment shall be made on the next succeeding business day. 

(b) Depending on both the status of the Receivership (as defined in tiie Asset 

Purchase Agreement by and between the Receiver and Maker dated November 16, 2009) 

and the creditworthiness of the Malcer on Maturity Date, with prior written consent of the 

Payee, whose consent shall not be um'easonably witiiheld, and provided that no Event of 

Default exists under this Note, the Maturity Date may be extended by twelve (12) months 

(the "Ffrst Extension") witii payment of principal and interest in the same amount as the 

Monthly Payment set foith in Section 1; provided fijither that Maker shall pay to Payee 

immediately upon grant of such consent, a fee equal to two (2) percent of the then 

outstanding balance of principal and interest under the Note in consideration of Payee's 

consent to the extension as reimbursement for tiie additional adminisfrative expense to be 

incurred by Payee in coimection with such extension. Thereafter, provided that there has 

not been an occurrence of an Event of Default, with prior written consent of the Payee, 

whose consent shall not be unreasonably withheld, the Maturity Date may be extended by 

an additional twelve (12) months (the "Second Extension") following the expiration of 

the First Extension under the same terms set fortii in this Note, and with payment of 

principal and interest in the same amount as the Monthly Payment set forth in Section 1; 

provided that. Maker shall pay Payee an additional fee equal to two (2) percent of the 

then outstanding balance of the Note in coimection with Payee's consent to the Second 

Extension as reimbursement for the additional administrative expense to be incurred by 

Payee. 

4. Voluntary Prepayment. This Note may be prepaid in whole or in part at any 

time without premium or penalty, provided that each payment shall be accompanied by pajmient 

of all accrued and unpaid interest due as of the date of such prepayment. 

5. Manner and Application of Payments. All payments due hereimder shall be 

paid in lawful money of the United States of America which shall be legal tender in payment of 

all debts and dues, public and private, in immediately available funds, Any payment by check or 

draft shall be subject to tiie condition that any receipt issued therefore shall be ineffective unless 

the amount due is actually received by Payee. Each payment shall be applied fu'st to the 

payment of any and all costs, fees and expenses incun-ed by or payable to Payee in coimection 

42388999v2 
Case 8:09-cv-00087-RAL-TBM Document 254-3 Filed 12/11/09 Page 4 of 10 

EXECUTION VERSION 

with the collection or enforcement of this Note, and then to the payment of all accrued and 

unpaid interest hereunder and fourth, to the payment of the unpaid Principal Amount. 

6. Security; Related Matters. Malcer and Payee aclcnowledge and agi'ee that this is 

an unsecm-ed Note; provided, tiiat Maker agi-ees to obtain written consent of Payee to sell, 

tt-ansfer, pledge, or otherwise encumber, except in the ordinary course of business, tiie same 

Assets listed on Exhibit A of the Asset Purchase Agreement by and between Maker and Payee. 

7. Events of Default. The occurrence of any one or more of the following events 

shall constitute an "Event of Default" under this Note: 

(a) the failure of Malcer to pay any sum due under this Note when due, 

whether by demand or otherwise, which failure has not been cm-ed within five (5) days 

after written notice thereof from the Payee to the Malcer; 

(b) the failui-e of Malcer to perform, observe or comply in any material respect 

with its obligations under this Note or the Asset Purchase Agreement within thuly (30) 

days of receiving notice of such default; or 

(c) there shall have been instituted proceedings, whether voluntary or 

involuntary, or the talcing of any corporate action in fuilherance of, or the entiy of any 

order or decree of a court of competent jurisdiction over the Maker with respect to any of 

the following (any such proceeding, an "Insolvency Proceeding"): 

(i) banki-uptcy, insolvency or reorganization, readjustment, 

arrangement, composition or similar relief under federal or state bankruptcy or 

insolvency statutes or related laws in respect of the Malcer; 

(ii) appointment of receiver, liquidator, trustee or assignee in 

banlcruptcy or kisolvency as to the Malcer or any guarantor of this Note or a 

substantial part of the Maker's property; or 

(iii) any assignment by the Maker of any of its assets for the benefit of 

creditors, or the wmding up or liquidation of the affairs of the Malcer, or the 

admission of the Maker in wiiting of its inability to pay its debts as they become 

due; 

provided, that in the case of any Involuntaiy Proceeding, such proceeding or case shall continue 

undismissed or unstayed and in effect for a period of forty five (45) days. 

8. Rights and Remedies Upon Default. Upon the occurrence of an Event of 

Default hereunder, Payee or his successor(s) or assign(s), in the sole discretion of Payee or his 

successor(s) or assign(s), and without notice to Maker, may: (a) declare the entire outstanding 

Principal Amount, together with all acci-ued and unpaid interest and all other sums due under this 

Note, to be immediately due and payable, and tiie same shall tiiereupoii become immediately due 

and payable without presentment, demand or notice; and (b) exercise any or all rights, powers 

and remedies now or hereafter existing at law, in equity, by statute or othei-wise. 

42388999v2 
Case 8:09-cv-00087-RAL-TBM Document 254-3 Filed 12/11^9 Ps ^ 

9. Remedies Cumulative. Each right, power and remedy of Payee hereunder, under 

the Asset Purchase Agreement or now or hereafter existing at law, in equity, by statute or 

otherwise shall be cumulative and concun'ent, and the exercise or beginning of the exercise of 

any one or more of tiiem shall not preclude the simultaneous or later exercise by Payee of any or 

all such other rights, powers or remedies. No failure or delay by Payee to insist upon the stiict 

performance of any one or more provisions of this Note or of the Asset Purchase Agi-eement or 

to exercise any right, power or remedy consequent upon a breach thereof or default hereunder 

shall constitute a waiver thereof or preclude Payee from exercising any such right, power or 

remedy. By accepting full or partial payment after the due date of any amount of principal of or 

interest on this Note, or other amounts payable on demand. Payee shall not be deemed to have 

waived the right either to require prompt payment when due and payable of all other amounts of 

principal of or interest on this Note or other amounts payable on demand, or to exercise any 

rights and remedies available to his in order to collect all such other amoimts due and payable 

under this Note. 

10. Collection Expenses. If this Note is placed m the hands of an attorney for 

collection following the occmTence of an Event of Default hereunder, Malcer agrees to pay to 

Payee upon demand all out of pocket costs and expenses incurred by the Payee, including, 

without limitation, all attorneys' fees and comt costs incmTed by Payee in connection with the 

enforcement or collection of this Note (whether or not any action or other proceeding has been 

commenced by Payee to enforce or collect any amoxmts owing mider this Note) or in 

successfiilly defending any counterclaim or other legal proceeding brought by Malcer contesting 

Payee's right to collect the outstanding Principal Amount or interest hereunder. All of such costs 

and expenses shall bear interest at the higher of the rate of interest provided herein or any default 

rate of interest provided herein, from the date on which the Maker's obligation to make payment 

is determined until same is paid in full. 

11. Transfer; Successors and Assigns. The terms and conditions of this Note shall 

inure to the benefit of and be binding upon the respective successors and assigns of the Parties. 

Notwithstanding the foregoing, the Malcer may not assign, pledge, or otherwise ti-ansfer this Note 

without the prior written consent of Payee, whose consent shall not be unreasonably withheld; 

provided that however, the transferee designated by Malcer shall provide proof that it has the 

wherewithal and ability to perform the Maker's obligations set forth in this Note, and Maker 

agrees that Payee shall retain the sole and exclusive right to make such a determination. 

12. Subsequent Holders. In the event that any holder of this Note ti-ansfers this Note 

for value or the settiement of a claim, all subsequent holder(s) of tliis Note shall be subject to any 

claims or defenses which Maker may have against a prior holder (which claims or defenses are 

not waived as to prior holders). 

13. Maximum Rate of Interest. Notwithstanding any provision of this Note to the 

conti'aiy. Maker shall not be obligated to pay interest pursuant to this Not-e in excess of the 

maximum rate of interest specified under Section 2 of this Note. 

14. Choice of Law; Forum Selection; Consent to Jurisdiction. This Note shall be 

govemed by, construed and interpreted in accordance with the laws of the State of Florida 

(excluding the choice of law mles thereof). Malcer hereby (a) agi-ees that all disputes and matters 

42388999v2 
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EXECUTION VERSION 

whatsoever arising under, in coimection with, or incident to this Note shall be litigated, if at all, 

in and before the United States Disfrict Comt, Middle Disfrict of Florida, Tampa Division, in 

Hillsborough County in the State of Florida to the exclusion of the courts of any other state or 

counfry, and (b) irrevocably submits to the exclusive jurisdiction of the United States Distiict 

Comt, Middle Distiict of Florida, Tampa Division in Hillsborough County in the State of Florida 

in any action or proceeding arising out of or relating to tins Note, and hereby irrevocably waives 

any objection to the laying of venue of any such action or proceeding in any such court and any 

claim that any such action or proceeding has been brought in an inconvenient forum. A fmal 

judgment in any such action or proceeding shall be conclusive and may be enforced in any other 

jurisdiction by suit on the judgment or in any other manner provided by law. 

15. Invalidity of Any Part. If any provision or part of siny provision of this Note 

shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, 

illegality or unenforceabiUty shall not affect any other provision (or any remaining part of any 

provision) of this Note, and this Note shall be constiued as if such invalid, illegal or 

unenforceable provision (or part tiiereof) had never been contained in this Note, but only to the 

extent of its invalidity, illegality or unenforceability. In any event, if any such provision pertains 

to the repayment of the indebtedness evidenced by this Note, then and hi such event, at Payee's 

option, the outstanding Principal Amount, together with all accrued and unpaid interest thereon, 

shall become immediately due and payable. 

16. Service of Process. Maker hereby consents to process being served in any suit, 

action or proceeding instituted in connection with this Note by the mailing of a copy thereof to 

Maker, at the address for notice described m. Section 17 immediately below, by certified mail, 

postage prepaid, retiam receipt requested. Maker hereby irrevocably agrees that such service 

shall be deemed to be service of process upon Maker in any such suit, action or proceeding. 

Nothing in this Note shall affect the right of Payee to sei-ve process in any other manner 

othei-wise permitted by law, and nothing in this Note will limit the right of Payee otherwise to 

bring proceedings against Maker in the com-ts of any other jurisdiction or jurisdictions. 

17. Notice. Any notice, demand, request or other communication which Payee or 

Malcer may be requfred to give hereunder shall be m writing, shall be effective and deemed 

received (i) on the next business day when sent by overnight mail or courier service with a 

nationally recognized cornier (e.g., UPS or FedEx), or (ii) on the third business day after being 

deposited in first class United States mail, postage prepaid, and shall be addressed as follows, or 

to such other addresses as the parties may designate by like notice: 

42388999V2 
Case 8:09-cv-00087-fRAL-TBM Document 254-3 Filed 12/11/09 Page 7 of 10 

EXECUTION VERSION 

If to Maker: TRISTATE AVIATION GROUP OF FLORIDA LLC 

400 Ah-port Avenue East 

Venice, Florida 34285 

Attn: Mai-ty Kretchman, Managing Dfrector 

If to Payee: Burton W. Wiand, Receiver of Venice Jet Center, LLC 

3000 Bayport Drive, Suite 600 

Tampa, Florida 33607 

Attn: Burt Wiand 

Either Party may change their address for delivery of notice hereunder by giving the other 

Party written notice of such change in address in accordance with tiie foregoing notice 

provisions. 

18. Miscellaneous. The paragraph headings of this Note are for convenience only, 

and shall not limit or otherwise affect any of the terms hereof. This Note constitutes the entfre 

agi-eement between the parties with respect to their subject matter and supersede all prior letters, 

representations or agi-eements, oral or written, with respect thereto. No modification, release or 

waiver of this Note shall be deemed to be made by Payee unless in writing signed by Payee, and 

each such waiver, if any, shall apply only v^ith respect to the specific instance involved. 

Whenever used herein, the singular nmnber shall include the plural, the plural the singular, and 

the use of the masculine, feminine or neuter gender shall include all genders. 

IN WITNESS WHEREOF, Maker has duly executed this Note as of tiie day and year 

ffrst hereinabove set forth. 

DONALD MARTIN KRETCHMAN, AS 

MANAomo DIRECTOR OF 

TRISTATE AVIATION GROUP OF FLORIDA, 

LLC 

42388999v2 
Case 8:09-cv-00087-RAL-TBM Document 254-3 Filed 12/11/09 Page 8 of 10 

11/16/2009 12:16:51PM Page 1 

Venice Jet Center 

Compound Period 

Nominal Annual Rate... 

CASH FLOW DATA 

Event 

1 Loan 

2 Payment 

3 Payment 

4 Payment 

. : IVlonthly 

. : 4.000% 

Date 

12/01/2009 

01/01/2010 

10/01/2010 

01/01/2013 

Amount 

250,000.00 

Interest Only 

1,920.40 

220,072.42 

Number 

1 

9 

27 

1 

Period 

Monthly 

Monthly 

End Date 

09/01/2010 

12/01/2012 

AMORTIZATION SCHEDULE - Normal Amortization 

Date Payment Interest Principal Balance 

Loan 12/01/2009 

2009 Totals 

1 

2 

3 

4 

5 

6 

7 

8 

9 

10 

11 

12 

01/01/2010 

02/01/2010 

03/01/2010 

04/01/2010 

05/01/2010 

06/01/2010 

07/01/2010 

08/01/2010 

09/01/2010 

10/01/2010 

11/01/2010 

12/01/2010 

2010 Totals 

13 

14 

15 

16 

17 

18 

19 

20 

21 

22 

23 

24 

01/01/2011 

02/01/2011 

03/01/2011 

04/01/2011 

05/01/2011 

06/01/2011 

07/01/2011 

08/01/2011 

09/01/2011 

10/01/2011 

11/01/2011 

12/01/2011 

2011 Totals 

25 

26 

27 

01/01/2012 

02/01/2012 

03/01/2012 

0.00 

833.33 

833.33 

833.33 

833.33 

833.33 

833.33 

833.33 

833.33 

833.33 

1,920.40 

1,920.40 

1,920.40 

13,261.17 

1,920.40 

1,920.40 

1,920.40 

1,920.40 

1,920.40 

1,920.40 

1,920.40 

1,920.40 

1,920.40 

1,920.40 

1,920.40 

1,920.40 

23,044.80 

1,920.40 

1,920.40 

1,920.40 

0.00 

833.33 

833.33 

833.33 

833.33 

833.33 

833.33 

833.33 

833.33 

833.33 

833.33 

829.71 

826.07 

9,989.08 

822.43 

818.77 

815.09 

811.41 

807.71 

804.00 

800.28 

796.55 

792.80 

789.04 

785.27 

781.49 

9,624.84 

777.69 

773.88 

770.06 

0.00 

0.00 

0.00 

0.00 

0.00 

0.00 

0.00 

0.00 

0.00 

0.00 

1,087.07 

1,090.69 

1,094.33 

3,272.09 

1,097.97 

1,101.63 

1,105.31 

1,108.99 

1,112.69 

1,116.40 

1,120.12 

1,123.85 

1,127.60 

1,131.36 

1,135.13 

1,138.91 

13,419.96 

1,142.71 

1,146.52 

1,150.34 

250,000.00 

250,000.00 

250,000.00 

250,000.00 

250,000.00 

250,000.00 

250,000.00 

250,000.00 

250,000.00 

250,000.00 

248,912.93 

247,822.24 

246,727.91 

245,629.94 

244,528.31 

243,423.00 

242,314.01 

241,201.32 

240,084.92 

238,964.80 

237,840.95 

236,713.35 

235,581.99 

234,446.86 

233,307.95 

232,165.24 

231,018.72 

229,868.38 
Case 8:09-cv-00087-RAL-TBM Document 254-3 Filed 12/11/09 Page 9 of 10 

11/16/2009 12:16:52 PM Page 2 

Venice Jet Center 

Date 

28 04/01/2012 

29 05/01/2012 

30 06/01/2012 

31 07/01/2012 

32 08/01/2012 

33 09/01/2012 

34 10/01/2012 

35 11/01/2012 

36 12/01/2012 

2012 Totals 

37 01/01/2013 

2013 Totals 

Grand Totals 

Payment 

1,920,40 

1,920.40 

1,920.40 

1,920.40 

1,920,40 

1,920,40 

1,920.40 

1,920.40 

1,920.40 

23,044,80 

220,072,42 

220,072,42 

279,423.19 

Interest 

766.23 

762.38 

758.52 

754.65 

750.76 

746.86 

742.95 

739.03 

735.09 

9,078.10 

731.17 

731.17 

29,423.19 

Principal 

1,154.17 

1,158.02 

1,161.88 

1,165.75 

1,169.64 

1,173.54 

1,177.45 

1,181.37 

1,185.31 

13,966.70 

219,341.25 

219,341.25 

250,000.00 

Balance 

228,714.21 

227,556.19 

226,394.31 

225,228.56 

224,058.92 

222,885.38 

221,707.93 

220,526.56 

219,341.25 

0.00 
Case 8:09-cv-00087-RAL-TBM Document 254-3 Filed 12/11/09 Page 10 of 10 

11/16/2009 12:16:52 PM Page 3 

Venice Jet Center 

Last interest amount increased by 0.03 due to rounding. 
Case 8:09-cv-00087-RAL-TBM Document 254-5 Filed 12/11/09 Page 1 of 2 

EXECUTION VERSION 

Exhibit D 

Bill of Sale 

(see attached) 

42363102v9 

13 
Case 8:09-cv-00087-RAL-TBM Document 254-5 Filed 12/1 'n^^occr^T «««».* ^'^SION 

BILL OF SALE 

1. Sale and Transfer of Assets. For good and valuable consideration, the receipt, 

adequacy and legal sufficiency of which are hereby adcnowledged. Burton W, Wiand, as Courtappointed Receiver for VENICE JET CENTER, LLC, a Florida limited hability company 

("Assignor"), hereby sells, transfers, assigns, conveys, grants and deUvers to TRISTATE 

AVIATION GROUP OF FLORIDA LLC, a Florida limited liability company ("Assignee"), 

effective as the date hereof, all of Assignor's right, title and interest in and to all of the Assets (as 

defined in the Asset Purchase Agreement bety/een Assignor and Assignee dated November 16, 

2009). 

2. Representations and Warranties. Assignor hereby covenants yvith Assignee that; (a) 

Assignor is the lawful owner of the Assets with the free and um-estricted right to sell the same; (b) 

the Assets are free and clear of all liens, claims and encumbrances of any nature whatsoever; (c) 

Assignor warrants and will defend title to the Assets hereby transferred against all claims and 

demands of all persons whomsoever; and (d) Assignor will execute and deliver such other 

documents and talce such actions as Assignee may reasonably request from time to time to further 

evidence the hansfer of the Purchased Assets as contemplated hereby. 

3. Fui-ther Actions. Assignor agrees to take all steps reasonably necessary to establish 

the record of Assignee's title to the Assets and, at the request of Assignee, to execute and deliver 

further instruments of tiansfer and assigmnent and talce such other action as Assignee may 

reasonably request to more effectively transfer and assign to and vest in Assignee each of the 

Assets. 

Assignor has executed this Bill of Sale as of , 2009. 

Burton W. Wiand, Receiver of 

Venice Jet Center, LLC 

'(yyL—_ 

Burton W. Wiand, as Receiver 

42389179vl 
Case 8:09-cv-00087-RAL-TBM Document 254-6 Filed 12/11/09 Page 1 of 7 

EXECUTION VERSION 

AGREEMENT REGARDING CLAIMS AND OBLIGATIONS 

THIS AGREEMENT REGARDING CLAIMS AND OBLIGATIONS (tiie 

"Agreement") is made and entered into as of December 7, 2009 (the "Effective Date"1. 

by and between NORTHERN TRUST, NA, (the "Bank") and BURTON W. WIAND, 

as Court-appointed Receiver (the "Receiver"') in the action styled Securities and 

Exchange Commission v. Arthur Nadel, el al.. Case No: 8;09-cv-87-T-26TBM (the 

"Action") (the Bank and the Receiver are sometimes collectively refen-ed to herein as tlie 

"Parties" and each is a "Party"). 

WITNESSET H 

WHEREAS, the United States District Court for the Middle District of Florida, 

Tampa Division (the "Court"), appointed Burton W. Wiand as Receiver in the Action for 

a number of entities, including the Venice Jet Center, LLC, a Florida limited liability 

company (the "Company") and Scoop Capital, LLC f"Scoop Capital"), a Florida limited 

liability company. All of the receivership entities in the Action are collectively referred 

to as the "Receivership." 

WHEREAS, the Receivership has certain liabilities outstanding with the Bank 

and certain assets subject to the Bank's liens, as generally described in Exhibit A. 

WHEREAS, Tristate AviatioJi Group of Florida ("Tristate Aviation";) desires to 

purchase the assets owned by the Company, and the Receiver desii-es to sell the 

Company's assets to Tristate Aviation (the purchase of the Company's assets 

contemplated by Tristate Aviation is referred to herein as the 'Transaction"): and 

WHEREAS, in consideration of the terms of the Transaction, and with the 

approval of the Court, the Bank and the Receiver desire to fully settle any and all claims 

on the outstanding liabilities and claims involving the Receivership, pursuant to the terms 

and conditions set forth herein; 

NOW, THEREFORE, for and in consideration of the mutual promises, 

covenants and agreements contained in this Agreement and other good and valuable 

consideration, the receipt and sufficiency of which are hereby adcnowledged, the Bank 

and the Receiver agree as follows: 

OPERATIVE TERMS 

Section 1. Contingency. The Bank and the Receiver understand and agree 

that the obligations of the Parties to perform as set forth in this Agreement are contingent 

upon a fmal order of the Court approving the Transaction and this Agreement (the 

"Contingency"). The fomi of the motion and Order approving the Transaction and this 

Agreement shall be approved by the Bank and the title company being used in the 

Transaction. 

Section 2. Settlement Proceeds. Upon execution and delivery of this 

Agreement and satisfaction of the Contingency, the Receiver will cause to be paid to the 

1 

424135I7v5 

EXHIBIT 2 
Case 8:09-cv-00087-RAL-TBM Document 254-6 Filed 12/11/09 Page 2 of 7 

EXECUTION VERSION 

Bank the sum of money in the Certificate Deposit described in Exliibit A. including all 

accrued interests earned therefrom but not yet paid. Said amount being paid is in 

consideration for the Bank's execution and delivery of this Agreement. 

Sections. Bank Release. Upon execution and deliveiy of this Agreement and 

in consideration of the Settlement Proceeds, as well as satisfaction of the Contingency, 

except as otherwise provided in this Agreement, the Bank hereby releases, and forever 

discharges the Receiver, the Company and Scoop Capital of any claims and debts related 

to the loans set forth on Exhibit A. However, nothing in this paragraph or the 

Agreement shall release the Bank's mortgage or liens against the Company's assets to be 

sold pursuant to the Transaction and the Property (as defined herein). 

Section 4. The Sale of the Company's Assets. In consideration of the 

execution and delivery of this Agreement and satisfaction of the Contingency, the Bank 

and the Receiver understand and agree that if the Court approves a higher price than the 

price contemplated in the Transaction for sale of the Company's assets, the Bank shall be 

entitled to receive fifty percent (50%) of the difference between the higher price and the 

Transaction price, which amount shall be paid to the Bank as soon as practicable. 

Section 5. Fruitville Road Property, In consideration of the execution and 

delivery of this Agreement and satisfaction of the Contingency, the Bank and the 

Receiver understand and agree that upon the Receiver's closing on the sale of the 

Fruitville Road property (the "Property" and more particularly described on Exliibit A), 

the Bank shall be paid, in fiill satisfaction of the mortgage on the Propert}', the principal 

amount of the mortgage owed at the time when the Property became an asset of the 

Receivership, exclusive of all fees and penalties (the "Mortgage"); provided a sale of the 

Property is closed within one year of the date of the Court's order approving this 

Agreement and the Transaction. If the sale of the Property is not closed within one year 

from the date of the Court's order approving this Agreement and the Transaction, 

following the expiration date of the one-year period, the Receiver will agree to fiirther 

negotiate in good faith with the Bank regarding the disposition of the Propert)'. 

Section 6. Retained Claims. The Bank and the Receiver understand and 

agree that tire execution and deliveiy of this Agreement, as well as satisfaction of the 

Contingency, shall not constitute a waiver or release of any claims the Bank may have 

against any guarantors of the liabilities released against the Receiver and the 

Receivership in this Agreement or liens against the Company's assets to be sold pursuant 

to the Transaction and the Property. 

Section 7. Depository Relationship. In consideration of the execution and 

delivery of this Agreement by the Bank and satisfaction of the Contingency, the Receiver 

agrees that the Receivership shall continue to use the Bank as one of its principal 

depository banks with no minimum account balance requirements. 

Sections. Release and Covenant Not to Sue. In consideration of the 

execution and delivery of this Agreement and sadsfaction of the Contingency, the 

Receiver, on behalf of the Receivership, (i) releases, acquits, satisfies, and forever 

42413517v5 
Case 8:09-cv-00087-RAL-TBM Document 254-6 Filed 12/11/09 Page 3 of 7 

EXECUTION VERSION 

discharges the Bank, its pai-ents, subsidiaries affiliates, successors and assigns, and each 

of their directors, officers, employees and agents (tlie "Released Bank Parties"), of and 

fi-om all causes of action, liabilities, suits, debts, accounts, controversies, agreements, 

damages, judgments, claims and demands whatsoever, in law or in equity, which the 

Receiversliip ever had, now has, or which hereafter can, shall or may have, against the 

Released Bank Parties, and (ii) covenants not to sue or bring any action in litigation, 

arbib-ation or other legal or equitable proceedings against the Released Bank Parties 

relating to Arthur Nadel, the Company, Scoop Capital, or the individuals and entities 

named or described in the above referenced Action or in the Receivership. 

Notwithstanding anything in this Section 8, the direct claims of any individual or entity 

not included within the Receivership are not the subject of this release. 

Section 9. No Admission of Liability. The Pai'ties have entered into this 

Agreement in order to amicably resolve any and all claims the Bank may have against the 

Company, Scoop Capital, or the Receivership. The execution and delivery of this 

Agreement shall not constitute any admission of liability by the Bank. 

Section 10. Costs and Fees. To the extent not described in this Agreement, 

each Party shall bear its or his own costs, attorney's fees, and otiier expenses. 

Section 11. Notices. Any notice, request, information or other document to be 

given hereunder to any Parties by any other party shall be in writing and shall have been 

deemed to have been given (i) when personally delivered, sent by facsimile (with hard 

copy to follow) or sent by reputable overnight express courier (charges prepaid), or (ii) 

five (5) days following mailing by certified or registered mail, postage prepaid and return 

receipt requested. Unless another is specified in writing, notices, demands and 

communications to the Receiver and The Bank shall be sent to the addresses indicated 

below: 

(a) If intended for the Receiver: 

Burton W. Wiand, Receiver 

Venice Jet Center / Scoop Capital 

3000 Bayport Drive, Suite 600 

Tampa, Florida 33607 

Attention: Burt Wiand 

(b) If intended for The Bank: 

Northern Trust, NA 

1515 RinglingBlvd# 400 

Sarasota, Florida 34236-6769 

Attn: Peter Biegei 

424I3517V5 
Case 8:09-cv-00087-RAL-TBM Document 254-6 Filed 12/11/09 Page 4 of 7 

EXECUTION VERSION 

With copy to: 

Trenam, Kemker, Scharf, Barkin, Frye, O'Neill & Mullis, P.A. 

2700 Bank of America Plaza 

101 East Kennedy Boulevard 

Tampa, Florida 33602-1102 

Attn: Roberta A. Colton, Esq. 

Any party may change the address to which notices hereunder are to be sent by giving 

written notice of such change of address as provided above. 

Section 12. Entire Agreement: Amendments. This Agreement and the 

instruments delivered pursuant hereto constitute the entire agreement between the Parties 

hereto and supersede all prior written agreements and understanding, oral or written, 

between the Parties relating to the subject matter hereof. Neither this Agreement nor any 

provision hereof may be waived, modified, amended, discharged or terminated except by 

an instrument in writing signed by the Party against whom the enforcement of such 

waiver, modification, amendment, discharge or termination is sought, and then only to 

the extent set fortli in such instrument. This Agreement, although initially drawn by one 

of the Parties hereto, shall not be construed for or against eitlier party as a result thereof 

m any dispute pertaining to this Agreement or the transaction contemplated hereby, but 

this Agreement shall be interpreted in accordance with language hereof in an effort to 

reach the result intended thereby. 

Section 13. Governing Law and Jiuisdiction. This Agreement shall be 

governed by and construed in accordance with the substantive laws of the State of 

Florida. This Agreement shall be subject to the exclusive jurisdiction of the United 

States District Court, Middle District of Florida, Tampa Division, in Hillsborough County 

in the State of Florida to the exclusion of the courts of any other state or country, and the 

Bank hereby irrevocably submit to the jurisdiction of the Court with respect to any claim 

arising out or in connection with this Agreement. 

Section 14. Venue. In the event litigation should arise to enforce or interpret 

this Agreement, the Bank hereby agrees that the proper venue shall be in the United 

States District Court, Middle District of Florida, Tampa Division, in Hillsborough County 

in the State of Florida. 

Section 15. Captions. The captions in this Agreement are inserted for 

convenience of reference only and in no way define, describe, or limit the scope or intent 

of this Agreement or any of the provisions hereof 

Section 16. Binding Effect. This Agreement shall be binding upon and shall 

inure to the benefit of the Parties hereto and theii- respective heirs, executors, 

administrators, legal representatives, successors, and assigns; provided, however the 

delivery of the Agreement by one party shall not be binding upon either until both Parties 

have fully executed same. 

42413517v5 
Case 8:09-cv-00087-RAL-TBM Document 254-6 Filed 12/11/09 Page 5 of 7 

EXECUTION VERSION 

Section 17. Waiver. No waiver by either party hereto of any condition or any 

breach of any term, covenant, representation or warranty contained in this Agreement 

shall be deemed or construed as a fln-tlier or continuing waiver of such condition or 

breach or waiver of any other or subsequent condition or the breach of any other term, 

covenant, representation or warranty contained in this Agreement. 

Section 18. Severability. If any provision of this Agreement is determined to 

be illegal or unenforceable, such provision will be deemed amended to the extent 

necessary to conform to applicable law or, if it cannot be so amended without materially 

altering the intention of the Parties, it will be deemed stricken and the remainder of the 

Agreement will remain in full force and effect. 

Section 19. Attorneys' Fees. In any action or dispute, at law or in equity, that 

may arise under or otherwise relate to this Agreement, the prevailing party will be 

entitled to, fiom the non-prevailing party, reimbursement of its attorneys' fees (including, 

but not limited to, attorneys' fees, paralegals' fees and legal assistants' fees), costs and 

expenses incurred in the preparation for and in connection with any trial, appeal or 

banki-uptcy proceeding. 

Section 20. Counterparts. Any number of counterparts of this Agreement may 

be executed and each such executed counterpart shall be deemed to be an original. 

[Signature Page Next] 

424135t7v5 
Case 8-.09-CV-00087-RAL-TBM Document 254-6 Filed 12/11/09 Page 6 of 7 

EXECUTION VERSION 

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly 

executed as of the date first above written. 

NORTHERN TRUST, NA 

Name: Peter L Biegei 

Its: Senior Vice President/Senior Banking Officer 

BURTON W. WIAND, as Court-appointed 

Receiver in the action styled Securities and 

Exchange CommLssion v, Arthur Nadel, el al., Case 

No: 8:09:C.v-«7-T-26TBM 

42413517V5 
Case 8:09-cv-00087-RAL-TBM Document 254-6 Filed 12/11/09 Page 7 of 7 

EXECUTION VERSION 

EXHIBIT A 

RECEIVERSHIP ASSETS & LIABILITIES 

WITH 

NORTHERN TRUST, NA 

(see attached) 

1. Loan to the Company in the original principal amount of $2.0 million, secured by the assets 

of the Company and a related Swap Agreement between the Company and the Bank. 

2. Loan to Scoop Capital in the original principal amount of $1.5 million, secured by a 

certificate of deposit number 2840259664 in the principal amount of $1.5 million (the 

"Certificate of Deposit") and a related Swap Agreement between Scoop Capital and the 

Bank. 

3. Loan to Ailhur and Marguerite Nadel in the principal amount of $191,250, secured by a 

mortgage on the real property at 15576 Fruitville Road, Sarasota, FL 34240 (tlie "Property"). 

424135l7vS 
Exhibit "B" 

(Consents to Assignments by City of Venice) 
CONSENT TO ASSIGNMENT AND ASSUMPTION OF LEASE 

The CITY OF VENICE, as lessor under the May 23, 2006 Lease, hereby consents to the 

assignment and assumption of the lease to and by TRISTATE AVIATION GROUP OF FLORIDA 

LLC upon the following terms and conditions: 

1. TRISTATE AVIATION GROUP OF FLORIDA LLC shall utilize the leased premises 

only for the uses authorized by the May 23,2006 Lease and shall faithfiilly perform all of the lessee's 

duties and obligations under said lease. 

2. As between the CITY OF VENICE and VENICE JET CENTER, LLC, the assignment 

and assumption of the lease to and by TRISTATE AVIATION GROUP OF FLORIDA LLC shall 

not release or relieve VENICE JET CENTER, LLC from any duty, obligation or liability under the 

terms and conditions of the May 23,2006 Lease. 

Dated diis W/) day of <TAAia/i/ei, 2010. 

CITY OF VENICE 

By: /yfotk}^^\y\ 

Ed Martin, Mayor 

.AFTEST: 

ori Stelzer, City (Sierk 

Approved By City Council 

Date: u^^u/,^.^. S.^QI Q 
CONSENT TO ASSIGNMENT AND ASSUMPTION OF SUBLEASE AGREEMENT 

The CITY OF VENICE, as lessor under the May 23, 2006 Lease, hereby consents to ±e 

assignment and assumpdon of the COCKPIT CAFE, LLC sublease dated February 26, 2008 to and 

by TRISTATE AVIATION GROUP OF FLORIDA LLC upon the following terms and conditions: 

. 1. COCKPIT CAFE, LLC, as subleasee, shall abide by all of the terms and conditions 

contained within the May 23, 2006 Lease and shall not acquire any greater rights in the use and 

enjoyment of the leased premises than those possessed by the original lessee. 

2. TRISTATE AVIATION GROUP OF FLORIDA LLC shall remain liable for the 

performance of all of the lessee's duties and obUgations contained within the May 23,2006 Lease. 

Dated tiiis ^^ i day of "^9/1^7/9/2^ 2010. 

CITY OF VENICE 

ATTEST: 

ri Stelzer, City (gferk 

Approved By City Council 

Date: '-jAjow-if-^Cf s. 3c/c 
CONSENT TO ASSIGNMENT AND ASSUMPTION OF SUBLEASE AGREEMENT 

The CITY OF VENICE, as lessor under the May 23, 2006 Lease, hereby consents to the 

assignment and assumption of the HERTZ CORPORATION sublease dated October 22,2009 to and 

by TRISTATE AVIATION GROUP OF FLORIDA LLC upon the following terms and conditions: 

1. HERTZ CORPORATION, as subleasee, shall abide by all of the terms and conditions 

contained within the May 23, 2006 Lease and shall not acquire any greater rights in the use and 

enjoyment of the leased premises than those possessed by the original lessee. 

2. TRISTATE AVIATION GROUP OF FLORIDA LLC shall remain liable for the 

performance of all of the lessee's duties and obligations contained within the May 23,2006 Lease. 

Dated tiois (f% day of JAjJu/^/ei^ , 2010. 

CITY OF VENI 

id Martin, Mayor 

ATTEST: 

Bv: 

ri Stelzer, City CHerk Approved By City Council 

Date: ZlZ/^nntu^ ^ -^oiv 
Exhibit "C" 

(Court Order approving sale and transfer to Tristate) 
Case 8:09-cv-00087-RAL-TBM Document 321 Filed 01/20/10 Page 1 of 4 

UNITED STATES DISTRICT COURT 

MIDDLE DISTRICT OF FLORIDA 

TAMPA DIVISION 

SECURITIES AND EXCHANGE 

COMMISSION, 

Plaintiff, 

V. CASENO:8:09-cv-87-T-26TBM 

ARTHUR NADEL; SCOOP CAPITAL, LLC; 

and SCOOP MANAGEMENT, INC., 

Defendants, 

SCOOP REAL ESTATE, L.P.; VALHALLA 

EvrVESTMENT PARTNERS, L.P.; VALHALLA 

MANAGEMENT, INC.; VICTORY IRA FUND, 

LTD.; VICTORY FUND, LTD; VIKING IRA 

FUND, LLC; VIKING FUND, LLC; and 

VIKING MANAGEMENT, LLC, 

Relief Defendants. 

ORDE R 

Pending before this Court is the Receiver's Motion for Approval of Sale of the 

Assets of the Venice Jet Center and Agreement with Northem Trust, N.A. (the 

"Motion") (Dkt. 254). The Motion requests approval of the sale of certain assets of 

the Venice Jet Center, LLC (" the VJC"), a company in Receivership, and as part of 

the sale, the transfer of the VJC's lease agreement with the City of Venice and 

subleases with Hertz Corporation and the Cockpit Cafe. The Motion also requests 
<t- • Case 8:09-cv-00087-RAL-TBM Document 321 Filed 01/20/10 Page 2 of 4 

approval of the terms of an agreement to resolve outstanding obligations by 

Receivership Entities to Northem Trust, N.A. Northern Trust has consented to these 

transactions and the Court has provided the City of Venice with the opportunity to 

raise objections to this transaction and the transfer of the lease and subleases. 

The Court, having considered all matters submitted with respect to the Motion 

and having reached the conclusion that the Motion is well founded and that the relief 

requested is in the best interest of the receivership and consistent with the rights of the 

parties to the lease between the City of Venice and the VJC, it is hereby ORDERED 

that the Motion of the Receiver is granted and the sale of assets is approved by this 

Court as are the terms of the agreement between the Receiver and Northern Trust, 

N.A. It is further ORDERED that: 

1) The assets described in Exhibit 3 of the Motion are hereby transferred 

from the Venice Jet Center, LLC, to Tristate Aviation Group of Florida, LLC, free and 

clear of all claims, liens, and encumbrances, except for the liens of Northern Trust, 

N.A. 

2) The VJC's interests, rights, and obligations as tenant under the Lease by 

and between the City of Venice, a Florida municipality, as lessor, and the VJC, as 

lessee, dated May 23, 2006, as more particularly described in the Motion (the 

"Lease"), which demises the real property described in Exhibit 7 to the Motion, 

together with the leasehold estate arising thereunder, are hereby assigned and 

transferred to Tristate Aviation Group of Florida, LLC. 
Case 8:09-cv-00087-RAL-TBM Document 321 Filed 01/20/10 Page 3 of 4 

3) Tristate Aviation Group of Florida, LLC, is entitled to all rights, 

benefits, and interests of the tenant in the Lease and the leasehold estate arising 

thereunder and assumes all obligations of the VJC as tenant thereunder. Said rights 

shall include the right of Tristate Aviation Group of Florida, LLC, to be substituted in 

the VJC's stead in the proceeding before the FAA (FAA Docket No. 16-09-05). 

However, as the Receiver has acknowledged in his Reply filed this day at docket 320, 

the approval of this assignment of the VJC's interest in the Part 16 proceeding 

presently pending before the FAA does not divest the FAA of the independent right to 

determine the issue of standing in that proceeding nor is the Court's approval intended 

to confer standing on Tristate Aviation Group of Florida, LLC, in that proceeding. 

5) The subleases between the VJC and Hertz Corporation and between the 

VJC and the Cockpit Cafe LLC are hereby transferred to Tristate Aviation Group of 

Florida, LLC, and Tristate Aviation Group of Florida, LLC, is entitled to all rights and 

interests of the VJC in and under said leases and assumes all obligations of the VJC 

thereunder. 

6) The Tristate Aviation Group of Florida, LLC, is entitled to the quiet 

enjoyment of all rights and privileges under the aforementioned leases and no third 

party shall inappropriately interfere with the enjoyment of said rights, and that the 

same are valid and in good standing as of the date of this Order. 

7) The Agreement Regarding Claims and Obligations entered into between 

the Receiver and Northem Trust, N.A. is approved in all respects. 
Case 8:09-cv-00087-RAL-TBM Document 321 Filed 01/20/10 Page 4 of 4 

DONE and ORDERED in Chambers at Tampa, Florida, on January 20, 2010. 

s,lRichard A. Lazzara 

RICHARD A. LAZZARA 

UNITED STATES DISTRICT JUDGE 

COPIES FURNISHED TO: 

Counsel of Record