NINTH AMENDMENT TO CONDOMINIUM OFFERING PLAN FOR 90 LEXINGTON AVENUE CONDOMINIUM

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Emil Carpenter
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1 Initial Submission 10/10/2016 NINTH AMENDMENT TO CONDOMINIUM OFFERING PLAN FOR 90 LEXINGTON AVENUE CONDOMINIUM This Ninth Amendment (this Amendment ) modifies and supplements the terms of the Condominium Offering Plan for the premises known as 90 Lexington Avenue Condominium, 90 Lexington Avenue, New York, New York 10016, first accepted for filing on May 18, 2015 (together with any amendments, the Plan ) and is incorporated into and should be read in conjunction with the Plan. The terms of this Amendment are as follows: 1. Purpose of Amendment The purpose of this Amendment is to disclose certain information regarding the first closing of title to a Unit by HFZ 90 Lexington Avenue Owner LLC ( Sponsor ), and to update certain information and other disclosures of the offering under the Plan. 2. Declaration of Condominium and By-Laws Recorded The Declaration dated as of January 26, 2016 establishing 90 Lexington Avenue Condominium, with the By-Laws attached as Schedule C thereto, was recorded in the Office of the City Register, New York County on May 23, 2016, as CRFN First Closing Held (a) The first title closing of a Unit (Unit 5A; the First Unit ) occurred on May 25, 2016 in New York, New York. (b) A Reserve Fund has been established and is being funded by Sponsor in accordance with the terms of the Plan. Pursuant to the terms of the Plan, Sponsor has elected to fund the Reserve Fund up front and in full based on 3% of the Total Price (excluding the Resident Manager s Unit), pursuant to the Fifth Amendment to the Plan. Sponsor is entitled to receive, and has taken, a credit against the Reserve Fund in an amount of up to 1% of the Total Price for the cost of certain capital replacements undertaken by Sponsor at the Building, which includes work related to the water sprinkler system, hot water heater, façade resurfacing of exterior walls relating to masonry and a new curtain wall, and the addition of a new catwalk and intercom wiring, head-end equipment and control stations, all as more fully set forth in the Section of the Plan entitled Reserve Fund and the Fifth Amendment to the Plan. The Reserve Fund is on deposit at Signature Bank, 261 Madison Avenue, New York, NY The balance in said account as of October 7, 2016 was $1,401, (c) A Working Capital Fund has been established and has been funded, in accordance with the terms of the Plan, by contributions at the closing of title to each Unit in an amount equal to two months Common Charges in effect for such Unit(s) pursuant to the current budget for the Condominium. As described in the Plan, Sponsor is not separately contributing to

2 the Working Capital Fund. The Working Capital Fund is on deposit at Signature Bank, 261 Madison Avenue, New York, NY The balance in said account as of October 7, 2016 was $44, (d) Pursuant to Sponsor s right set forth in the Plan, including, without limitation, Special Risk #29, Sponsor has elected to cause the Board to delay the commencement of collection of Common Charges under the Plan for a period of time to be determined by Sponsor (the Waiver Period ) starting with the First Closing. Sponsor will provide at least thirty (30) days written notice to all Unit Owners of the end of the Waiver Period and the amount of Common Charges that will be due. During the Waiver Period, Sponsor will timely pay all operating expenses of the Condominium, including but not limited to insurance premiums and any reserve fund payments required by any lenders, except as set forth below. Upon the commencement of the collection of Common Charges, there will not be an assessment against Unit Owners for any item set forth in the approved budget for the Condominium that is in effect at the time of commencement of assessment of Common Charges. Sponsor shall remain obligated to update the budget for the Condominium, as provided in the Plan and the Attorney General s regulations. Notwithstanding anything to the contrary set forth above, during the Waiver Period, each Unit Owner will remain responsible for the payment of real estate taxes attributed to their Unit (including such Unit Owners allocable share of those real estate taxes attributable to the Resident Manager s Unit). (e) Annexed hereto as Exhibit A is a list of Unsold Units held by Sponsor as of September 22, For purposes of this Amendment and in accordance with New York State Department of Law regulations, the Unsold Units listed on Exhibit A are those Units for which a closing has not yet occurred, and accordingly, Exhibit A includes 38 Units. 4. First Annual Meeting of Unit Owners; Board Members and Control of Board of Managers In accordance with the By-Laws, the First Annual Meeting of Unit Owners ( First Annual Meeting ) shall be held not later than thirty (30) days following the earlier to occur of: (a) the second anniversary of the First Closing; or (b) the closing of title by Sponsor (or its designee), as seller, to Units representing more than fifty percent (50%) in aggregate Common Interests of all Units to Purchasers. The First Closing occurred on May 25, 2016 and as of September 22, 2016, Sponsor has not yet closed title to Units representing more than fifty percent (50%) of the aggregate Common Interests of all Units. Therefore, the First Annual Meeting has not yet occurred. The persons designated by Sponsor to serve as the Initial Board members until the First Annual Meeting are: Ziel Feldman, President; Nir Meir, Vice President; and John Shannon, Treasurer/Secretary. All such persons are principals of and/or affiliated with Sponsor. All of the members of the Board have an address c/o HFZ Capital Group, LLC, 600 Madison Avenue, 15 th Floor, New York, New York

3 5. Budgets Schedule B and Notes to Schedule B previously included as Exhibit A in the Eighth Amendment to the Plan remain materially unchanged as of the filing date hereof. In connection therewith, attached as Exhibit B are certifications from Sponsor s Budget Expert reaffirming Schedule B and Notes to Schedule B in the Plan. 6. Additional Financial Update Disclosures (a) No Financial Statements. No financial statements of the Condominium are available at the time of this Amendment. The Condominium s financial statements will be included in an amendment when issued. (b) Common Charges and Real Estate Taxes. There are no aggregate monthly Common Charges currently payable for the Unsold Units as of October 7, 2016 as the Waiver Period is currently in effect, as more particularly set forth in paragraph 3(d) above. The aggregate of the real estate taxes payable for all Unsold Units as of October 7, 2016 is approximately $109, (c) Monthly Rents. As of October 7, 2016, the monthly rental income currently payable, during this construction period, from tenants of Units owned by Sponsor is $4, (d) Financial Obligations. Sponsor has no remaining financial obligations to the Condominium under the Plan that will become due within twelve (12) months from the date of this Amendment, other than its obligation to pay Common Charges and (if applicable) special assessments. A Working Capital Fund for the Condominium has been established through payments made therefor by each Purchaser at Closing, such fund to be held or used for working capital and for such other appropriate purposes as the Board may determine as set forth in paragraph 3(c) above. The Reserve Fund in accordance with Reserve Fund Law was funded as set forth in paragraph 3(b) above. (e) Mortgages on Unsold Units. Sponsor currently (as of the date of initial submission of this Amendment) has obtained one or more loans (the Sponsor s Loan ), secured by one or more mortgage(s) on the Unsold Units. The agent and mortgagee of Sponsor s Loan is Deutsche Bank Trust Company Americas (together with its successors and/or assigns), as agent for the lenders (hereinafter Sponsor s Lender ). The unpaid balance of Sponsor s Loan as of October 10, 2016 was approximately $44,498, and has an initial maturity date of December 18, 2016 with Sponsor having the right to extend on two occasions for one (1) year each to December 18, Payments are interest only on a monthly basis based on the outstanding amount of the Sponsor s Loan from time to time. The terms of Sponsor s Loan provide for Sponsor s Lender s subordination of the Sponsor s Loan to the Declaration following the satisfaction of customary conditions including the sale of the minimum number of units to declare the plan effective. Release prices under Sponsor s Loan are the greater of the scheduled minimum release prices or the net proceeds of sale. (f) Payment of Obligations. Sponsor s financial obligations to the Condominium will be funded from Sponsor s ongoing construction financing, from the proceeds

4 of future sales of Unsold Units and from rental payments from tenants of Units owned by Sponsor. (g) Payments Current. As of the filing of this Amendment, Sponsor is and has during the twelve (12) month period prior to filing this Amendment been current on all of its financial obligations including, but not limited to, mortgage debt service payments, payment of Common Charges and reserve fund payments. 7. Sponsor and Principals of Sponsor As of the date of initial submission of this Amendment, there are no lawsuits, administrative proceedings or other proceedings the outcome of which may materially affect the offering, the Property, the rights of existing tenants, Sponsor s capacity to perform all of its obligations under the Plan, the Condominium or the operation of the Condominium. Sponsor has not previously offered for sale any other properties as cooperatives, condominiums or homeowner s associations. Ziel Feldman, the principal of Sponsor, does not own ten percent (10%) or more of the unsold units or unsold shares in any building, other than the following (offering plans for these projects are on file with the Department of Law and are available for public inspection): 1) Eleven East Sixty Eighth Street Condominium, 11 East 68th Street, New York, New York, file number CD ; 2) The Halcyon Condominium, 305 East 51 st Street, New York, New York, file number CD ; 3) Chatsworth Realty Corporation, West 72 nd Street, New York, New York, file number C , 4) 505 West 19 th Street Condominium, 505 West 19 th Street, New York, New York, file number CD ; 5) 11 Beach Street Condominium, 11 Beach Street, New York, New York, file number CD ; 6) 235 West 75 th Street Condominium, 235 West 75 th Street, New York, New York, file number CD ; 7) 88 Lexington Avenue Condominium, 88 Lexington Avenue, New York, New York, file number CD ; 8) 301 West 53 rd Street Condominium, 301 West 53 rd Street, New York, New York, file number CD ; 9) Bryant Park South Condominium, 20 West 40 th Street, New York, New York, file number CD ; and 10) 76 Eleventh Avenue Condominium, 76 Eleventh Avenue, New York, New York, file number CD (offering plan under review as of the date of filing of this Amendment). In respect of each of these projects, Ziel Feldman and/or his affiliates, in his/its capacity as Sponsor, general partner, principal or holder of unsold shares is current in his/its financial obligations. 8. Title Company Reporting Purchasers are advised that the following is hereby added as a SPECIAL RISK TO PURCHASERS: On January 13, 2016, the U.S. Financial Crimes Enforcement Network ( FinCEN ) issued an order (and later supplemented on July 22, 2016; as supplemented, the Order ) requiring title companies to collect and report certain information about persons involved in residential real estate transactions in Manhattan for closings occurring until the expiration of the effective period of such Order, currently February 23, 2017 (subject to extension). Pursuant to the Order, title companies are required to disclose the identities of the

5 beneficial owner(s) or holder(s) of 25% or more of the direct or indirect equity or beneficial interests in a purchasing entity in residential real estate transactions where: (a) Purchaser is a legal entity as defined in the Order; (b) the total purchase price is in excess of $3,000,000 in the Borough of Manhattan (or in excess of $1,500,000 in the other Boroughs of New York City); (c) Purchaser does not obtain external financing; and (d) the Deposit or Balance is made, at least in part, using currency, a cashier s check, a certified check, a traveler s check, a personal check, a business check or a money order in any form. Sponsor shall have no obligation whatsoever in connection with satisfying any requirements of Purchaser s title insurer or otherwise with respect to the Order; and Purchaser will be fully liable for any additional costs or delays to closing relating thereto. 9. Exclusive Purchase Period This Amendment does not extend or renew any Exclusive Purchase Period. 10. Extension of Plan The effective period for the term of the Plan is extended for a period of six (6) months from the filing of this Amendment. 11. Definitions Except as herein defined, all capitalized terms used in this Amendment which are defined in the Plan shall have the respective meanings ascribed to such terms in the Plan. 12. Incorporation of the Plan The Plan, as modified and supplemented by this Amendment, is incorporated herein by reference with the same force and effect as if set forth at length. 13. No Material Changes in the Plan There have been no material changes in the Plan except as set forth in this Amendment. The Plan, as hereby amended, does not knowingly omit any material fact. Dated: [, 2016] SPONSOR: HFZ 90 LEXINGTON AVENUE OWNER LLC

6 Exhibit A [List of Unsold Units Owned by Sponsor as of September 22, 2016] 3E 4F 6F 7F THA THB THC THD 1F 3A 3B 4B 4C 4D 5B 5C 6B 6C 6D 7A 7B 7C 7D 8B 8C 9B 9C 9F 10A 10B 10C 10D 11A 11B 11C PHC PHB PHA

7 EXHIBIT B [Recertification of Sponsor s Budget Expert on next page]

TWENTY-THIRD AMENDMENT CONDOMINIUM OFFERING PLAN HALCYON CONDOMINIUM 305 EAST 51 ST STREET NEW YORK, NEW YORK Dated: March 16, 2016

TWENTY-THIRD AMENDMENT CONDOMINIUM OFFERING PLAN HALCYON CONDOMINIUM 305 EAST 51 ST STREET NEW YORK, NEW YORK Dated: March 16, 2016 TWENTY-THIRD AMENDMENT TO CONDOMINIUM OFFERING PLAN HALCYON CONDOMINIUM 305 EAST 51 ST STREET NEW YORK, NEW YORK 10022 Dated: March 16, 2016 #39016947_v2 TWENTY-THIRD AMENDMENT TO CONDOMINIUM OFFERING