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 PLAN HALCYON CONDOMINIUM This Twenty-Second Amendment modifies and supplements the terms of the Condominium Offering Plan for the premises known as the Halcyon Condominium ("Condominium") and located at 305 East 5pt Street, New York, New York 10022 ("Building"), dated March 22, 2013, the First Amendment dated April 25, 2013, the Second Amendment dated May 9, 2013, the Third Amendment dated June 17, 2013, the Fourth Amendment dated June 27, 2013, the Fifth Amendment dated August 1, 2013, the Sixth Amendment dated August 7, 2013, the Seventh Amendment dated August 26, 2013, the Eighth Amendment dated October 4, 2013, the Ninth Amendment dated November 5, 2013, the Tenth Amendment dated November 14, 2013, the Eleventh Amendment dated January 29, 2014, the Twelfth Amendment dated March 10, 2014, the Thirteenth Amendment dated May 30, 2014, the Fourteenth Amendment dated July 23, 2014; the Fifteenth Amendment dated September 19, 2014, the Sixteenth Amendment dated October 1, 2014, the Seventeenth Amendment dated October 28, 2014, the Eighteenth Amendment dated April 8, 2015, the Nineteenth Amendment dated May 18, 2015, the Twentieth Amendment dated September 16, 2015, the Twenty-First Amendment dated December 3, 2015, and the Twenty-Second Amendment dated February 23, 2016 (the "Plan"), and should be read in conjunction with the Plan. The terms of this Twenty-Third Amendment are as follows: 1. LAWSUITS OR OTHER PROCEEDINGS There are currently no outstanding lawsuits, administrative proceedings or other proceedings the outcome of which may materially affect the offering, the Property, the rights of Unit Owners, 51 st Street Main Lot Owner ("Sponsor")' s capacity to perform all of its obligations under the Plan, the Condominium or the operation of the Condominium. 2. UNSOLD UNITS As of February 12, 2016, there are one hundred twenty three (123) Residential Units in the Building. As of February 12, 2016, there are 22 Unsold Units owned by the Sponsor. Attached hereto as Exhibit "A" is a list of the Unsold Units. 3. CONDOMINIUM BOARD The first Annual Meeting of Unit Owners has not yet been held. Sponsor is still in control of the Condominium Board. Pursuant to the Plan, Sponsor shall control the Board until the earlier to occur of: (i) the Sponsor and its designee(s) as Holders of Unsold Units own less than ten percent (10%) of the aggregate Common Interests pertaining to all Residential Units or (ii) five (5) years after the First Closing. 1
4. UPDATED FINANCIALS A. The first year of the Condominium's operations has not yet been completed, and therefore, there are no updated financials to report. An updated budget and updated budget certifications by HFZ Property Management are attached hereto as Exhibit "B". B. As of February 1, 2016, the aggregate monthly common charges payable for Units owned by the Sponsor is $66,885.73. C. As of February 1, 2016, the aggregate monthly real estate taxes payable for Units owned by the Sponsor is $42,822.27. D. The Unsold Units have all been released from the building loan that was previously secured by the Unsold Units. While the building loan has been paid off, the satisfaction of the mortgage has not yet been recorded. E. Sponsor is current on all of its financial obligations to the Condominium, including, but not limited to, payment of Common Charges, reserve or working capital fund payments, and payments for repairs and improvements promised in the Plan. 5. OTHER PROJECTS OF PRINCIPAL Ziel Feldman, Sponsor's principal (the "Principal"), owns more than ten percent (10%) of the shares or units of the following offerings: 1) Eleven East Sixty Eight Street Condominium, 11East68th Street, New York, New York, which was accepted for filing on March 26, 2013 file number CD120071, which became effective on March 28, 2014; and 2) Halcyon Condominium, 305 East 51st Street, New York, New York, which was accepted for filing on March 22, 2013, file number CD120232 and 3) 11 Beach Street Condominium, 11 Beach Street, New York, New York, which was accepted for filing on August 5, 2014, file number CD130194; and 4) Chatsworth Realty Corporation, 340-344 West 72nd Street, New York, New York 10023, which was accepted for filing on August 22, 2014, file number C13-0004; and 5) The 301 West 53rd Street Condominium, located at 301West53rd Street, New York, New York 10019, filed on December 13, 2013 which became effective on March 12, 2015, file number CD13-0300; and 6) The 235 West 75th Street Condominium, located at 235 West 75th Street, New York, New York 10023, which was accepted for filing on November 20, 2014, file number CD13-0262; and 7) The 88 Lexington Avenue Condominium, located at 88 Lexington Avenue, New York, New York 10016, which was accepted for filing on May 18, 2015, file number CD13-0277; and 8) The 90 Lexington Avenue Condominium, located at 90 Lexington Avenue, New York, New York 10016, which was accepted for filing on May 18, 2015, file number CD13-0276; and 9) The 505 West 19th Street Condominium, located at 505 West 19th Street, New York, New York 10011, which was accepted for filing on January 2, 2014, file number CD13-0123; and 10) Bryant Park South Condominium, 16 West 40 1 h Street, New York, New York, which was accepted for filing on September 22, 2015, file number CD14-0292. The Principal, as a principal of sponsor or holder of unsold shares in the aforementioned offerings, is current in its obligations relating to the condominium and/or cooperative, as applicable, including, but not limited to, payment of common charges, taxes, reserve or working capital fund payments, assessments, and 2
payments for repairs or improvements promised in the Plan, as well as under mortgages or other financing arrangements relating to unsold units in the aforementioned offerings. 6. EFFECTIVE PERIOD FOR USING THE PLAN IS EXTENDED The Plan, as modified and supplemented herein, is incorporated herein by reference with the same effect as if set forth at length, and may not be used after one (1) year after the Filing Date of this Amendment, unless the Plan is further extended or amended. Except as expressly modified herein, all provisions of the Plan shall remain in effect. 7. INCORPORATION OF THE PLAN The Plan, as modified and supplemented herein, is incorporated herein by reference with the same effect as if set forth in length. All provisions of the Plan which are consistent with this amendment shall remain in effect. 8. NO OTHER MATERIAL CHANGES Except as set forth in this Amendment, there have been no material changes in the Plan. 9. DEFINITIONS All capitalized terms expressly defined in this Amendment shall have the meanings given to them in the Plan. SPONSOR: 51st STREET MAIN LOT OWNER, LLC 3
EXHIBIT A UNSOLD UNITS 3A 3F 4E SE SF 6E 6F 14C 18C 19C 20A 20C 23A 28C 29B 29C 30B 30C 31A 31C PHA PHB
EXHIBIT B BUDGET AND CERTIFICATIONS
HALCYON CONDOMINIUM OPERATING BUDGET 2016 COMMON CHARGE-RESIDENTIAL COMMON OiARGE-COMMEROAL TOTAL INCOME 2016BUDGET 2,462,511 207,994 2,670,SOS PAYROLL UTILITIES REPAIRS & MAINT ADMINISlRATIVE MANAGEMENT INSURANCE OTHER PROFESSIONAL RESIDENT MANAGERS UNIT RESERVE FOR REPLACEMENT AMENITY FACILITY CONTINGENOES OPERATING EXPENSE NET FLOW 996,969 557,785 297;3ll 34,000 79,000 150,000 22,000 2!J,722 U6,793 265,000 50,000 2,608,590 61,914
CERTIFICATION BY EXPERT ON ADEQUACY OF COMMON CHARGES PAYABLE BY THE COMMERCIAL UNIT OWNER New York State Department of Law Real Estate Financing Bureau 120 Broadway, 23rd Floor New York, New York 10271 February 12, 2016 Re: Halcyon Condominium 303 East 5pt Street, New York, New York To Whom it May Concern: The sponsor of the condominium offering plan for the captioned property retained our firm to prepare Schedule B and the footnotes thereto, which includes projections of common charges payable by the owner of the commercial unit. We have had experience in this field for over 25 years in the New York metropolitan area and we are experienced in the management of residential properties. The company currently manages approximately 7 condominium or cooperative apartment buildings in New York City. We understand that we are responsible for complying with Article 23wA of the General Business Law and the regulations promulgated by the Department of Law in Part 20 insofar as they are applicable to the commercial units listed in Schedule B. We have reviewed the Schedule as it impacts up on the commercial units and investigated the facts underlying it with due diligence in order to form a basis for this certificatio'n. We also have relied on our experience in managing residential buildings. We certify that the projections in Schedule B for common charges payable by the owner of the commercial units appears reasonable and adequate under existing circumstances to meet the anticipated operating expenses fairly attributable to such commercial unit for the projected first year of condominium operation, and that the allocation of common charges attributable to the commercial unit also reflects special or exclusive use or availability or exclusive control of particular common areas. We certify that the estimates in Schedule B for the conunon charges payable by the owners of the commercial units: (i) set forth in detail the projected common charges for the commercial units for the first year of condominium operation; #39018223_vl -1-
(ii) (iii) (iv) (v) (vi) (vii) afford potential investors, purchasers and participants an adequate basis upon which to found their judgment concerning the common charges payable by the owners of the commercial units; do not omit any material fact; do not contain any untrue statement of a material fact; do not contain any fraud, deception, concealment or suppression; do not contain any promise or representation as to the future which is beyond the reasonable expectation or unwarranted by existing circumstances; do not contain any representation or statement which is false where we: (a) knew the truth; (b) with reasonable effort could have known the truth; ( c) made no reasonable effort to ascertain the truth; or ( d) did not have knowledge concerning the representations or statement made, We further certify that we are not owned or controlled by the sponsor. We understand that a copy of this certification is intended to be incorporated into the offering plan, This statement is not intended as a guarantee or warranty of the common charges fairjy attributable to the commercial unit' for the first year of condominium operation. This certification is made under penalty of perjury for the benefit of all persons to whom this offer is made. We understand that violations are subject to the civil and criminal penalties of the General Business Penal Law. Sworn to before me this ~ day offc.'onia.n, 2016 vz~" ; ZPrn er~llc (~y ' ' - N.a 1e: /rt - fl.;i,..,t-a- l;l!jf,)re"i.;;'l'f T1 t:!: ;f~,,~ J"J':-.? j~ 'r~ l -t.--::.- /--:r:t:yu~~(?"k~~,,,_,.,..a-~'<'f'. _. JOSHUA S ROSEN Notary Publlo, State of New York No. 01 R06309979 Qualified In Queens County Commlooton t:x!roe Au uot 18, 20.!e #39018223_vl -2-
CERTIFICATION BY EXPERT ON ADEQUACY OF BUDGET New York State Department of Law Real Estate Financing Bureau 120 Broadway, 23rd Floor New York, New York 10271 February 12, 2016 Re: Halcyon Condominium 305 East 51 8 t Street, New York, New York To Whom it May Concern: The sponsor of the condominium offering plan for the captioned property retained our firm to prepare Schedule Band the footnotes thereto, containing the projected income and expenses for the first year of condominium operation. HFZ Property Management has been engaged in the management of residential real estate for more than 25 years, and manages approximately 7 cooperative and condominium buildings. We understand that we are responsible for complying with Article 23 -A of the General Business Law and the regulations promulgated by the Department of Law in Part 20 insofar as they are applicable to Schedule B. We have reviewed the Schedule and investigated the facts set forth in the Schedule and the facts underlying it with due diligence in order to form a basis for this certification. We also have relied on our experience in managing residential buildings. We certify that the projection in Schedule B appears reasonable and adequate under existing circumstances, and the projected income appears to be sufficient to meet the anticipated operating expenses for the projected first year of condominium operation. We certify that the Schedule: (i) (ii) sets forth in detail the projected income and expenses for the first year of condominium operation; affords potential investors, purchasers and participants an adequate basis upon which to found their judgment concerning the first year of condominium operation; #3901822l _vl
(iii) (iv) (v) (vi) (vii) does not omit any material fact; does not contain any untrue statement of a material fact; does not contain any fraud, deception, concealment or suppression; does not contain any promise or representation as to the future which is beyond the reasonable expectation or unwarranted by existing circumstances; does not contain any representation or statement which is false where we: (a) (b) (c) (d) knew the truth; with reasonable effort could have known the truth; made no reasonable effort to ascertain the truth; or did not have knowledge concerning the representations or statement made. We further certify that we are not owned or controlled by the sponsor, We understand that a copy of this certification is intended to be incorporated into the offering plan. This statement is not intended as a guarantee or warranty of the income and expenses for the first year of condominium operation. This certification is made under penalty of perjury for the benefit of all persons to whom this offer is made. We understand that violations are subject to the civil and criminal penalties of the General Business Penal Law and Penal Law. Very7r<;:!,r., HF( Pr? orly M1:11rngcmenl LLC #3901822l _vl