# EXHIBIT 292 THE VIRGIN ISLANDS OF THE UNITED STATES ECONOMIC DEVELOPMENT AUTHORITY MAR 03 2009 OFFICE OF ECONOMIC DEVELOPMENT COMMISSION ST. CHOIX, V.I. THURSDAY, February 12, 2009 10:00 a.m. to 1:05 p.m. & 2:00 p.m. to 3:57 p.m. Palms Court Harborview St. [REDACTED] Virgin Islands MEMBERS PRESENT ALBERT BRYAN, JR., Chairman JOSE PENN, Member HENRY [REDACTED], Ph.D., Member STAFF PRESENT [REDACTED] CLODDEN, CEO STARLEY FLASKETT, ESQ., Legal Counsel PAUL FLIFMING, Director of Applications ESTHER [REDACTED], Analyst PORTER'S COURT REPORTING, INC. E.O. Box 11503 St. [REDACTED], Virgin Islands 00801 1 | 1 | 2 | 3 | 4 | | ------ | ---------------------------------------------------- | ------ | --- | | ITEM | DESCRIPTION | PAGE | | | 3 | No. 1 Meeting Called to Order | 3 | | | 4 | No. 2 Roll Call | 3 | | | 5 | No. 3 Review and Approval of Agenda | 4 | | | 6 | No. 4 Cases for Public Hearing: | | | | 7 | a. Alliance Management Partners, LLC | 4 | | | 8 | b. International Capital & Management Company, LLC | 32 | | | 9 | c. Americas Management Services, LLLP | 61 | | | 10 | d. Cruzan VIRIL, Limited | 63 | | | 11 | e. Emerald Beach Corporation | 94 | | | 12 | f. Glacial Energy VI, LLC | 111 | | | 13 | g. Tactical Enterprises, LLC | 156 | | | 14 | h. Financial Trust Company, Inc. | 170 | | | 15 | (Hearing Adjourned.) | | | | 16 | | | | | 17 | | | | | 18 | | | | | 19 | | | | | 20 | | | | | 21 | | | | | 22 | | | | | 23 | | | | | 24 | | | | | 25 | | | | 1 PROCEEDINGS 2 THE CHAIR: Good morning. I'd like 3 to call to order the meeting of the USVI Economic 4 Development Authority Public Hearing. Today is Thursday, 5 February 12th. The time now is 10:20. 6 Roll call, please. 7 MR. PENN: Yes, Mr. Chair. 8 Randolph Allen. 9 THE CHAIR: Excused. 10 MR. PENN: Albert Bryan. 11 THE CHAIR: Present. 12 MR. PENN: John [REDACTED] 13 THE CHAIR: Excused. 14 MR. PENN: [REDACTED] Millin Maduro. 15 THE CHAIR: Excused. 16 MR. PENN: Jose Penn, present. 17 Nathan Simmonds. 18 THE CHAIR: Excused. 19 MR. PENN: Dr. Henry [REDACTED] 20 DR. [REDACTED] Present. 21 MR. PENN: Mr. Chair, we have three 22 members present. 23 THE CHAIR: A quorum is established. 24 First order of business review and approval of 25 the agenda. Are there any changes to the agenda? 1 MR. PENN: Mr. Chair, I'd like to 2 move that this agenda for the EDC Public Hearing of February 3 12, 2009 be approved as presented. 4 DR. [REDACTED] Second. 5 THE CHAIR: Properly moved and 6 seconded. All in favor? 7 (Chorus of Ayes) 8 THE CHAIR: Unanimous. 9 Cases for public hearing, [REDACTED] TRANSCRIPT BY PORTER'S COURT REPORTING. INC. (340) 7752428 1 the company's comptroller and of course you already 2 know Erika Kellerhals also representing the company and 3 specializing in EDC matters, someone who has been an 4 assistance to them in making the application to you to make 5 sure It was in good order. 6 We appear today to ask your approval to extend my 7 client's existing EDC benefits with the exception of a 8 single modification going forward. The request is that the 9 minimum employment requirement be adjusted from 11 to 10 10 persons. The representatives of the company will speak to 11 you just a little bit more about the reason for that 12 request. 13 In order to expedite the process because it's 14 afternoon and I know you've been here a long time, I would 15 like to Just defer now to Mr. Indyke and let him tell you a 16 little bit about the company and what it does. And I hope 17 well have an opportunity to let you hear about some of the 18 quite unusual things that this company has done over the 19 period of its first certificate to contribute to our 20 community. 21 So with that Mr. Indyke. 22 MR. INDYKE: Good afternoon, 23 everyone. As Miss Hodge said my name is Darren Indyke. I 24 am the President and the Director of Financial Trust 25 Company, Inc. TRANSCRIPT BY PORTERS COURT REPORTING. INC. (340) 775-2428 17D THE CHAIR: Financial Trust Company. (Thereupon, Maria Hodge, Esq., Darren Indyke and Jeanne were duly sworn and testified as follows:) MS. HODGE: Good afternoon, Members of the Commission, Commission Staff. My name is Marla Tankenson Hodge. I am the general counsel for Financial Trust Company, Inc. and have been their general counsel in the Virgin Islands for many years. I am accompanied today by Darren Indyke, the 25 president of the company immediately to my right, by Jeanne 2 3 4 5 6 7 I'd like to take this opportunity to thank you for allowing us to appear before you and in support of our application. And I thought I would start just by telling you a little bit about myself and how I came to be here before you today after which I'll give a brief summary of the company and then Miss and I would be pleased to answer any questions you may have. 8 9 10 11 12 I graduated Colgate University in 1986 with a bachelor's degree In education and economics. After graduation I began working for a small boutique law firm of which the founder of Financial Trust Company, Mr. Epstein, was a client. 13 14 15 16 17 18 19 20 Finding that the practice of law was enjoyable or seemed to be enjoyable, I followed that up by going to Cornell Law School where I obtained my law degree in 1991. After graduating from Cornell I went back to that same boutique firm of which Mr. Epstein was in fact a client and continued there and then went a brief stint to a large national law firm. That was for about five and a half years. 21 22 23 24 25 At the end of that period I was given an incredible opportunity and that was to go join and work closely with Mr. Epstein who had become kind of my mentor. So I guess you could say I've been working for him as an attorney, advisor, a personal representative for over 20 172 1 2 3 years now. I was with him when he first came to the Islands in 1998 and when he opened the company's doors more than ten years ago. 4 5 6 7 8 9 10 During this time I've been actively Involved with the company and Its operations and I've worked closely with the members of Its staff. And In that regard I'd like you to know that both Mr. Epstein and myself have the utmost respect for the members of Financial Trust Company's staff. They are a talented, dedicated group of people and we are very, very fortunate to be working with them. 11 12 13 14 15 16 17 18 19 In September 2007 Mr. Epstein asked me to stand in for him at that time and for any period that he may be required to be absent from the territory. And since then I've served as the company's president and will continue to do so until Mr. Epstein's return, which is to say that I am here only temporary until Mr. Epstein returns and resumes as chairman and the president of the company. I'm here to watch over and safeguard what he believes is a very important endeavor and some very wonderful people. 20 21 22 23 24 25 Let me tell you a little bit about Financial Trust Company, Inc. It's a financial services company and we provide kind of a broad range of financial, economic and business consulting services. They would include investment advice, asset management, advice and assistance with asset management and structuring and negotiating finance and TRANSCRIPT BY PORTERS COURT REPORTING, INC. (340) 775-2428 1 are seeing now. You guys have survived. 2 And In reviewing the application I was really 3 impressed by it because 1 mean you guys did it right. You 4 really contributed to the economy. You made good on your 5 promises to the EDC and the people of the Virgin Islands. 6 And It's actually a pleasure again to see the application 7 come forward. 8 One of the questions I had was -- correct me If 9 I'm wrong, Counselor -• this is subject to the same five and 10 ten year rule In the extension, 11 MS. PLASKETT: Presently, yes. 12 THE CHAIR: So what is it -- are you 13 asking for the five years or the ten years? 14 MS. KELLERHALS: We are asking for ten at 15 a 100 percent of benefits In the application. And that was 16 by virtue of our belief that the statute you know, If you 17 looked at the rules of statutory construction and due to the 18 fact that they first received their certificate in 1999, 19 they would be subject to the previous legislation which 20 allowed for a 10-year extension at a 100 percent of 21 benefits. 22 I know that we have sort of been down that road 23 and may not know whether or not the AG's office has ruled or 24 If there has been any -- I haven't seen anything that came 25 out of the EDC office as to the policy. But obviously we TRANSCRIPT BY PORTER'S COURT REPORTING. INC. (340) 775.2428 1 2 3 4 5 6 7 8 9 10 11 12 13 business transactions. We market our services to individuals, to trust foundations and a variety of business entities. I will say that the company has enjoyed a successful ten years In the territory and we've provided, I think, wonderful benefits and opportunities for our employees and in the community at large. And Mr. Epstein and FDC I think have had an incredibly, positive economic impact on the community and with our employee staff. And I'm very proud of that record. And I think this is something, I'm sure this is something that I would like to continue well into the future. And that's why we are here before you today. 14 15 16 So with that Introduction done I think it would be appropriate if you have any questions MISS and myself will be pleased to answer. 17 18 19 20 21 22 THE CHAIR: I think one of the things of significance is that like now we're seeing the first graduating class of the designated service businesses because you guys was on the first tip of that wave when It started coming in and coming back for extensions now. And I guess we'll be seeing a lot of these In the following years. 23 24 25 I remember when you go to school they tell you look at the person on either side of yOu. They won't be there when you graduate. So I guess for us that's what we 174 176 1 seek the maximum benefits that are allowable. 2 3 4 6 6 7 8 9 10 11 THE CHAIR: ruling from the AG's office. MS. PLASKETT: I think we did get a The Attorney General didn't rule on this one. It was on the residency issue. MS. KELLERHALS: Residency. MS. PLASKETT: There was an opinion that came out from the board's counsel about this. MS. KELLERHALS: Okay. I wasn't sure if an AG's opinion had been requested which I thought was what was happening now. 12 13 14 THE CHAIR: No, the board counsel submitted an opinion -- now I am remembering -- which was not in favor of your position. 15 16 17 MS. KELLERHALS: I also thought that I understood that certain certificates had been reissued with an extended period of benefits. 18 19 20 21 22 23 24 THE CHAIR: No, What we did was we gave the benefit of the five years at 90 percent and we are lobbying the Legislature to have the law repealed. That's what we did. That was the short way of getting the applications through and getting everybody their tax benefits without waiting for the Legislature to make a decision. 25 MS. KELLERHALS: So you did five years at TRANSCRIPT BY PORTERS COURT REPORTING. INC (340) 775-2428 1 a hundred? 2 THE CHAIR: At 90. 3 MS. KEUERHALS: At 90. 4 THE CHAIR: And we are in the 5 process of making several changes to the EDC laws as you 6 know and we'll be back before the Legislature before the end 7 of this year. 8 MS. KELLERHALS: Obviously we'll take the 9 maximum allowable. 10 THE CHAIR: Well, the maximum 11 allowable would be five years at 90 percent, depending on 12 how you stack it. Ten years at 50 may be more profitable 13 for you. 14 Mr. Penn. 15 MR. PENN: I guess after the 16 Chairman talked to you being the graduating class, my 17 concern is always looking at the past ten years what needs 18 to be done differently to make it even more successful for 19 both parties from your vantage point? That's something I'd 20 like to hear about. 21 MR. INDYKE: Well, certainly we would 22 love to hear any suggestions that EDC has in that regard. I 23 think we've had a very successful track record both in our 24 philanthropic giving, in our training program. We have 25 promoted people from within and Miss will speak to TRANSCRIPT BY PORTERS COURT REPORTING. INC. (140) 775-2428 1 2 3 4 \$ 7 beyond that we held presentations and a Q&A session at the MCM Center where I think the five Nobelists and Edwin Ir. was also there to have their presentations and answer questions. And that was, I think, attended by 300 to 400 high school science students from across the island. So we've tried to do some very interesting and Innovative things. If you look at Appendix tin the 8 application you'll see the record of the philanthropic and charitable giving and you'll note that there has been a 10 11 12 13 strong emphasis on education, on school enrichment, on sporting organizations. But even besides that we've span the spectrum for the charitable causes and organizations by giving to the American Cancer Society on St. the Red 14 Cross, Catholic Charities of the Virgin Islands, Charlotte 15 16 Kimelman Cancer Institute, the Community Foundation of the Virgin Islands. I mean the list is there. It's quite long. 17 18 So what we've tried to do is pursue what Mr. 19 20 21 22 Epstein had originally said was going to be his goal. He said when he originally came here that it makes both a financial and economic sense and ethical sense to promote education and training both within your company and within the community at large and we've tried very hard to do that. 23 24 25 I think, Miss If you would speak a little bit to some of the opportunities that we have even for the employees at the company. TRANSCRIPT BY PORTERS COURT REPORTING. INC (340)7754428 1 2 3 4 5 6 7 8 9 10 that. We've created some Innovative opportunities that without Mr. Epstein's relationships In say the scientific community and academic communities those wouldn't ever have occurred. I could think of the two symposiums held and sponsored because of Mr. Epstein's efforts. One I think was an artificial Intelligence symposium that was held at the University of the Virgin Islands involving I think 30 of the top computer scientists around the country and It was open to WI faculty and students. 11 12 13 14 15 16 17 18 19 20 21 22 And then more recently in 2006 there was another symposium held and that was an Incredible experience. The participants in that symposium were one of the world famous scientist and physicist, Steven Hawkins, and live noble laureates. That was held at the -- as you know Steven Hawkins is wheelchair bound. So it was more convenient for him to hold that actually at the Ritz Carton Hotel. But it was in fact opened to students and faculty of the Virgin Islands. But even beyond that what we did is there was a reception as part of that symposium where top science students from the high school could come and meet Mr. Hawkins and the noble laureates. 23 24 A hundred Virgin Islands students had that opportunity. 25 MR. INDYKE: Exactly. And even 1 2 3 4 6 8 9 10 11 12 Weil, what we've really tried to do over the years is promote from within. So if we have you know, say one example is a woman that started as a receptionist she actually was a high school teacher. She was a math teacher. And when the woman that held that - someone In the accounting department moved to the States we promoted her from within and then trained her to be an accountant which she's excellent. And now I'm actually encouraging her to go back to the university and get her accounting degree and maybe eventually become a CPA because I always encourage anybody in the accounting new to be a CPA. 13 14 15 16 17 MR. PENN: I guess what I wanted to get at is that you gave a great outline of what you have accomplished in your appendix here. And we've been told that we don't toot our horn as the EDA adequately. We don't put out there what we have accomplished. 18 19 20 21 22 23 24 25 And if you had to rate the impact of what you have accomplished In terms of what we have developed In our school system -- because I think a lot of times, yes, you do a great Job. You bring these people in but somebody on the other side might not take It to the next level and that's what I'm getting at is that what do you think we need to be doing as a representative of the government to take your Investment because we invested in you but you also 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 invested In the community. I don't think It's been maximized as far as getting the biggest bank for the buck. You have invested big dollars in the symposium and the Charitable {livings but has It translated In terms of Programs In the schools that what you have done is what you have done? I think a really good business program in high school, in the public school system, you know, even a basic accounting, economics course where you would get those at the college level certainly. But even If somebody wasn't going to go on to college, if they had a really good accounting course, I mean Just bookkeeping. I mean there are a lot of bookkeeping jobs that you can get out there without getting an accounting degree. 16 17 18 19 20 21 22 23 24 25 So I really think that at the high school level if they had strong business programs in the public schools and In the private schools that would be beneficial to the students graduating, you know, similar to maybe how you would do like -shop. If somebody wasn't going to go into the business world you would focus on a trade. But business Is a little bit of a trade and accounting is a trade. And It's something that without having to go on and graduate from college we could really focus on that In the public system at the high school level. TRANSCRIPT 8Y PORTER'S COURT REPORTING. INC. (340) 775.2428 1 see that much needs to change for what we are doing. I will 2 say this, that with the current economic downturn there has 3 been some kind of there is just unprecedented conditions 4 that as we have seen recently in Congress even the lawmakers don't fully understand how to contend with. And that's 6 created some interesting opportunities for people with the 7 expertise and the skills and talent like Mr. Epstein. And 8 even now he's already received requests from investors and 9 businesses looking for consulting advice. 10 So we think that will translate into 11 opportunities in the future. And as long as we can continue 12 to do what we've been doing and continue to do it as well as 13 we've been doing it, I think the next year should look very 14 well for us. 15 MR, PENN: Thank you. 16 DR.= No questions. 17 THE CHAIR: I was totally amazed by 18 you are averaging like \$180,000.00 a year In charitable 19 contributions. 20 MR. INDYKE: It's something that we 21 are very proud of. And frankly Its something that would 22 not have happened but for the emphasis and the direction of 23 Mr. Jeffrey Epstein. 24 THE CHAIR: Just out of curiosity, 25 though, why are you lowering the -- why did you go 11 first TRANSCRIPT BY PORTER'S COURT REPORTING. INC (340) 775-2428 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 MR. PENN: What I'm getting at Is like I said I see the promise of what you have brought to the table but 1 don't know If the rest of us ran with it the way we needed to to make it become part of what we are doing. And like the Chairman said you have done a great Job. I think the impact could have been that much greater if there were specific programs designed from these folks that you brought in because 1 didn't know Mr. Hawkins was here. I was not aware. MR. INDYKE: Well, perhaps we can work even better together In communication with each other and suggestions from the EDC as to areas that we could actually areas that we might contribute as we go forward. And we can also talk about as more EDC companies come In and as you need to be hiring locally from those EDC companies you can help us understand what areas of training or what areas in the school system we might tend to support so that we could help the EDC companies grow from within even better. 20 21 22 23 24 MR. PENN: And my final question, In terms of your next ten years in this program, what is needed? I mean we have the Jobs Act to contend with. Your business model has It changed lately' What do you see further needs to happen? 25 MR. INDYKE: Well, frankly I don't 1 and you are lowering it to 10 now? 2 MR. INDYKE: Well, we should make 3 clear that we have not laid off anyone and we had no 4 Intention and have no intention of laying off anyone. We \$ recently -- one of the people from our organization resigned 6 from our organization actually to pursue an opportunity for 7 herself at another organization and I think we probably had 8 a little bit to do with the skills and experience that she 9 gained in order to pursue that opportunity. Wouldn't you 10 agree, Jeanne? 11 Yes. 12 MR. INDYKE: That being said economic 13 times nght now would nave been uncertain. And while we 14 have high hopes, right now the current workload that we have 15 is adequately handled by the staff. And the last thing that 16 we want Is for members of our staff -- as I said we have the 17 utmost respect for and want them to feel fully occupied and 18 fully employed -- we Just don't want them sitting idle. And 19 we think that with the current workload that's something 20 that our current staff can handle. 21 Now, If things go wonderfully for us in the 22 future as we hope they will, our needs, workload needs will 23 dictate that we hire more. It's not something that needs to 24 be in the certificate. It will be a fact. The needs of the 25 company will dictate that we hire more. And as you see from 3 DR. [REDACTED]: One questions. If an 4 extension is not granted, how would that affect your 5 business? Will it remain here active? 6 MR. INDYKE: Thank you, Doctor, for 7 that question. Let me say it this way. Mr. Epstein and 8 Financial Trust Company, Inc. has made the Virgin Islands 9 their home and they've become very attached to the Virgin 10 Islands. We've heard that all day and it's true. It's no 11 less true for Mr. Epstein. We all know how much resources 12 he has devoted to the community and to his own home here. 13 This is a place that's very important to him. 14 On the other hand if benefits were denied to 15 Financial Trust Company, Inc. and those benefits were made 16 available -- if similar benefits were made available 17 elsewhere, as a responsible business person I think you've 18 got no choice but to seriously consider relocating the 19 business. And I think that would be very unfortunate for 20 our employees and for the community. So that's a choice we 21 hope we never have to face. 22 DR. [REDACTED]: Reasonable. 23 THE CHAIR: That's a good answer. 24 Anymore questions from the staff? 25 (No Response) 1 THE CHAIR: Thank you very much. 2 Have a good evening. 3 MR. INDYKE: Thank you. 4 MR. PENN: I move to adjourn this 5 meeting of the BDC Commission. 6 DR. SMITH: Second. 7 THE CHAIR: This meeting stands 8 hardly adjourned. 9 (Hearing Adjourned.) 10 --- 11 CERTIFICATE 12 13 14 This is hereby certified to be 15 a true and accurate transcript 16 of the foregoing proceedings. 17 18 19 20 21 22 23 ----- 24 Vardell Porter 25 Shorchand Reporter