CONSENT ORDER OF RECEIVERSHIP

SAMUEL DER-YEGHIAYAN, District Judge.

IT IS HEREBY ORDERED, ADJUDGED AND DECREED:

1. Pursuant to the provisions 15 U.S.C. §687c, this Court hereby takes exclusive jurisdiction of Hispania Private Equity, L.P, ("Hispania"), and all of its assets and property, of whatever kind and wherever located, and the United States Small Business Administration ("SBA") is hereby appointed Receiver ("the Receiver") of Hispania to serve without bond until further order of this Court. The Receiver is appointed for the purpose of marshaling and liquidating all of Hispania's assets and satisfying the claims of creditors therefrom in the order of priority as determined by this Court.

2. The Receiver shall have all powers, authorities, rights and privileges heretofore possessed by the directors, managers and general and limited partners of Hispania under applicable state and federal law, by the Articles of Limited Partnership, and By-Laws of said limited partnership, in addition to all powers and authority of a receiver at equity, and all powers and authority conferred upon the Receiver by the provisions of 15 U.S.C. § 687c and 28 U.S.C. § 754. The trustees, directors, managers, employees, investment advisors, accountants, attorneys and other agents of Hispania are hereby dismissed and the powers of any general partners are hereby suspended. Such persons and entities shall have no authority with respect to Hispania's operations or assets, except to the extent as may hereafter be expressly granted by the Receiver. The Receiver shall assume and control the operation of Hispania and shall pursue and preserve all of its claims.

3. The Receiver is entitled to take immediate possession of all assets, bank accounts or other financial accounts, books and records and all other documents or instruments relating to Hispania. The past and/or present officers, directors, agents, managers, general and limited partners, trustees, attorneys, accountants, and employees of Hispania, as well as all those acting in their place, are hereby ordered and directed to turn over to the Receiver forthwith all books, records, documents, accounts and all other instruments and papers of and relating to Hispania and all of Hispania's assets and all other assets and property of the limited partnership, whether real or personal. The general partner of Hispania shall furnish a written statement within five (5) days after the entry of this Order, listing the identity, location and estimated value of all assets of Hispania, a list of all employees (and job titles thereof), other personnel, attorneys, accountants and any other agents or contractors of Hispania, as well as the names, addresses and amounts of claims of all known creditors of Hispania. Within thirty (30) days following the entry of this Order, the general partner of Hispania shall also furnish a written report describing all assets. All persons and entities having control, custody or possession of any assets or property of Hispania are hereby directed to turn such assets and property over to the Receiver.

4. The Receiver shall promptly give notice of its appointment to all known officers, directors, agents, employees, shareholders, creditors, debtors, managers and general and limited partners of Hispania, as the Receiver deems necessary or advisable to effectuate the operation of the receivership. All persons and entities owing any obligation, debt, or distribution with respect to a partnership interest to Hispania shall, until further ordered by this Court, pay all such obligations in accordance with the terms thereof to the Receiver and its receipt for such payments shall have the same force and effect as if Hispania had received such payments.

5. The Receiver is hereby authorized to open such Receiver's accounts at banking or other financial institutions to extend credit on behalf of Hispania, to utilize SBA personnel, and to employ such other personnel as it may deem necessary to effectuate the operation of the receivership including, but not limited to, attorneys, accountants, consultants and appraisers, and is further authorized to expend receivership funds to compensate such personnel in such amounts and upon such terms as the Receiver shall deem reasonable in light of the usual fees and billing practices and procedures of such personnel. The Receiver is not required to obtain Court approval prior to the disbursement of receivership funds for payments to personnel employed by the Receiver or for expenses that the Receiver deems advantageous to the orderly administration and operation of the receivership. In addition, the Receiver is authorized to reimburse the SBA for travel expenses incurred by SBA personnel in the establishment and administration of the receivership. The Receiver may, without further order of this Court, transfer, compromise, or otherwise dispose of any claim or asset in the ordinary course of business, other than real estate.

6. Hispania's past and/or present officers, directors, agents, attorneys, managers, shareholders, employees, accountants, debtors, creditors, managers and general and limited partners of Hispania, and other appropriate persons or entities (including without limitation, the defendant's portfolio of small business concerns and financial institutions doing business with defendant and/or defendant's portfolio of small business concerns) shall answer under oath to the Receiver all questions which the Receiver may put to them and produce any documents as required by the Receiver regarding the business of said limited partnership, or any other matter relevant to the operation or administration of the receivership or the collection of funds due to Hispania. In the event that the Receiver deems it necessary to require the appearance of the aforementioned persons or entities, the Receiver shall make its discovery requests) in accordance with the Federal Rules of Civil Procedure.

7. The parties or prospective parties to any and all civil legal proceedings wherever located, including, but not limited to arbitration proceedings, bankruptcy or foreclosure actions, default proceedings, or any other proceedings involving (i) Hispania (ii) any assets of Hispania, (iii) the Receiver for Hispania, and (iv) Hispania's present or past directors, general partners or managers, to the extent said civil legal proceedings involve any action taken by them while acting in their official capacity for Hispania, are enjoined from taking any action, including discovery, commencing or continuing any legal proceeding of any nature without further order of this Court.

8. All civil legal proceedings wherever located, including arbitration proceedings, foreclosure activities, bankruptcy actions, or default proceedings, but excluding the instant proceeding, involving (i) Hispania, (ii) any of assets of Hispania, (iii) the Receiver for Hispania or (iv) Hispania's present or past general partners, directors, or managers to the extent said civil legal proceedings involve any action taken in their official capacity for Hispania, are stayed in their entirety, and all Courts having any jurisdiction thereof are enjoined from taking or permitting any action in such proceedings until further Order of this Court.

9. Further, as to a cause of action accrued or accruing in favor of Hispania against a third person or party, any applicable statute of limitation is tolled during the period in which this injunction against commencement of legal proceedings is in effect as to that cause of action.

10. Hispania and its past and/or present directors, officers, managers, general or limited partners, agents, employees and other persons or entities acting in concert or participating therewith be, and they hereby are, enjoined from either directly or indirectly taking any actions or causing any such action to be taken which would dissipate the assets and/or property of Hispania to the detriment of Hispania or of the Receiver appointed in this cause, including but not limited to destruction of corporate records, or which would violate the Small Business Investment Act of 1958, as amended, 15 U.S.C. 661 et. seq., or the regulations promulgated thereunder, ("Regulations"), 13 C.F.R. §107.1 et. seq.

11. The Receiver is authorized to borrow on behalf of Hispania, from the SBA, up to $1,000,000 and is authorized to cause Hispania to issue Receiver's Certificates of Indebtedness in the principal amounts of the sums borrowed, which certificates will bear interest at or about 10 percent per annum and will have a maturity date no later than 18 months after the date of issue. Said Receiver's Certificates of Indebtedness shall have priority over all other debts and obligations of Hispania, excluding administrative expenses of the Receivership, whether currently existing or hereinafter incurred, including without limitation any claims of general or limited partners of Hispania.

12. This Court determines and adjudicates that SBA has made a sufficient showing that Hispania has violated the Act and the Regulations, as alleged in the Complaint filed against Hispania in the instant action, to obtain the relief so requested.

COMPLAINT FOR RECEIVERSHIP AND INJUNCTION

COMES NOW Plaintiff, the United States of America, on behalf of its agency, the United States Small Business Administration, and for its cause of action states as follows:

PARTIES, JURISDICTION AND VENUE

1. This is a civil action brought by the United States on behalf of its agency, the Small Business Administration (hereinafter, "SBA," "Agency" or "Plaintiff), whose central office is located at 409 Third Street, S.W., Washington, DC 20416.

2. Jurisdiction is conferred on this Court by virtue of the Small Business Investment Act of 1958, as amended (hereinafter, the "Act"), Sections 308(d), 311, and 316; 15 U.S.C. §§687(d), 687c, 687h; the Small Business Act, 15 U.S.C. §634(b)(1); and 28 U.S.C. §1345.

3. Defendant, Hispania Private Equity L.P. (hereinafter "Hispania" or "Licensee"), is a Delaware limited partnership that maintains its principal place of business at 200 W. Madison Street, Suite 970, Chicago, IL 60606. Venue is therefore proper under 15 U.S.C. §§ 687(d), 687h and 28 U.S.C. §1391(b).

4. Hispania's general partner is Hispania Investors, LLC.

5. On or about March 6, 2003, Hispania was licensed by SBA as a Small Business Investment Company ("SBIC") pursuant to Section 301(c) of the Act, 15 U.S.C. §681(c) as SBA License 05/75-0270, solely to do business under the provisions of the Act and the Regulations.

6. In its Licensing Application, at Section 8(a), Hispania certified through its general partner that the Licensee would at all times be operated in full conformity with the Act and the regulations promulgated thereunder at 13 C.F.R. §107.1 et. seq ("the Regulations").

7. Section 308(c) of the Act, 15 U.S.C. §687(c), empowers SBA to prescribe regulations to carry out the provisions of the Act and to govern the operations of SBICs. SBA has duly promulgated such regulations, which are codified at Title 13 of the Code of Federal Regulations, Part 107 (the "Regulations").

8. Section 303 of the Act, 15 U.S.C. §683, authorizes SBA to provide financing to licensed SBICs. Pursuant to Section 303 of the Act, 15 U.S.C. §683, SBA provided funds to Hispania through the purchase and/or guaranty of Participating Securities, a form of Leverage, as those terms are defined under the Regulations.

9. Currently, there remains $29,312,806.00 outstanding in Participating Securities Leverage.

10. The Participating Securities described in paragraphs 8-9, above, are expressly subject to and incorporated by reference in the Regulations, including but not limited to the provision of 13 C.F.R. §§107.1820-1850 and §107.507.

11. Section 308(d) of the Act, 15 U.S.C. §687(d), provides that upon determination and adjudication of noncompliance or violation of the Act or the Regulations, all of the rights, privileges and franchises of a Licensee, such as Hispania, may be forfeited and the company may be declared dissolved.

12. Section 311 of the Act, 15 U.S.C. §687c, provides that upon a determination by SBA that if a Licensee, such as Hispania, has engaged in or is about to engage in any acts or practices which constitute or will constitute a violation of the Act or of any Rule or Regulation promulgated pursuant to the Act, or of any order issued under the Act, then SBA may make application for an injunction, and such Court shall have jurisdiction of such action and grant a permanent or temporary injunction, or other relief without bond, upon a showing that such Licensee has engaged in or is about to engage in any such acts or practices. The Court is authorized to appoint SBA to act as receiver for such Licensee.

COUNT ONE

CAPITAL IMPAIRMENT

13. Paragraphs 1 through 12 are incorporated herein by reference.

14. Among other requirements, the Regulations at 13 C.F.R. §107.1830(a) governing Participating Securities Leverage require that an SBIC such as Hispania maintain a Capital Impairment Ratio, as that term is defined in the Regulations, of no greater than 70%.

15. As of December 31, 2011, SBA determined that Hispania had a condition of Capital Impairment Ratio above that allowable under Section 107.1830 of the Regulations.

16. By letter dated March 14, 2012, SBA notified Hispania that its condition of capital impairment had to be cured within fifteen (15) days of the date of the letter or SBA would place Hispania into Restricted Operations pursuant to 13 C.F.R. §107.1820 (e)(10), and would impose Restricted Operation Remedies pursuant to 13 C.F.R. § 107.1820(f).

17. Hispania failed to cure its condition of capital impairment within the prescribed time. Consequently, on or about March 30, 2012, SBA placed Hispania into Restricted Operations and imposed Restricted Operation Remedies pursuant to 13 C.F.R. § 107.1820(f).

18. Subsequently, SBA transferred Hispania to liquidation status on or about April 20, 2012.

19. Via letter dated May 3, 2012, SBA notified Hispania of its transfer to liquidation status.

20. To date, Hispania continues to have a condition of capital impairment in excess of that allowed under the Regulations.

21. Hispania's failure to cure its condition of capital impairment is a violation of §§107.1820-107.1830 of the Regulations, which violations have not been cured to date.

22. As a consequence of Hispania's continuing violation of 13 C.F.R. §§ 107.1820-107.1830 of the Regulations, SBA is entitled to the injunctive relief provided under the Act, 15 U.S.C. §687(d).

PRAYER FOR RELIEF

WHEREFORE, Plaintiff prays as follows:

A. That this Court enter the Consent Order filed simultaneously herewith and grant injunctive relief, both preliminary and permanent in nature, restraining and enjoining Hispania, its past or present general partner(s), managers, management company, directors, officers, agents, employees, and other persons acting in concert or participation therewith from: (1) making any disbursements of Hispania's funds; (2) using, investing, conveying, disposing, executing or encumbering in any fashion any funds or assets of Hispania, wherever located; and (3) further violating the Act or the Regulations promulgated thereunder.

B. That this Court determine and adjudicate Hispania's noncompliance with and violation of the Act and the Regulations promulgated thereunder.

C. That this Court, pursuant to 15 U.S.C. §687c, take exclusive jurisdiction of Hispania and all of its assets, wherever located, appoint SBA as receiver of Hispania for the purpose of marshaling and liquidating the assets of Hispania and satisfying the claims of creditors as approved by this Court, and such other relief as contained in the Consent Order filed herewith.

D. That this Court grant such other relief as may be deemed just and proper.