21 East 61st Street Apartment Corp.

22. Amendment 22 5/19/2020

    This Twenty-Second Amendment extends the offering term by twelve months, adds the 2020 operating budgets and 2018-2019 audited financials, reports 20 unsold shares and a $10,000 estimate for a permanent Certificate of Occupancy, and updates the title company reporting risk.

    • Offering term extended 12 months from the filing of this amendment
    • Permanent Certificate of Occupancy not yet issued; $10,000 estimated to obtain it (letter dated April 27, 2020); timeframe difficult to estimate
    • Unsold shares as of April 24, 2020: 20 (corresponding to 10 Unsold Storage Bins), less than 10% of total shares
    • 2020 Apartment Corporation operating budget added, total expenses $7,708,938
    • 2020 Shared Expenses budget for 680 Madison Avenue added, total expenses $793,967
    • Audited financial statements for 2018 and 2019 added
    • Title Company Reporting risk restated: FinCEN order effective period currently ends May 9, 2020 (subject to extension)
    • Sponsor relinquished Board control on July 22, 2019; no Board member is affiliated with Sponsor

21. Amendment 21 5/3/2019

    This amendment extends the offering period by 12 months, updates sponsor principals, budgets, financials, unsold shares and tax and title disclosures, and adds a smoking policy.

    • Offering term extended for 12 months from the filing of this amendment
    • Adam Schwartz and Dana G. Roffman no longer principals of Sponsor effective November 1, 2018; Gary Barnett is sole principal
    • 2019 operating budgets for the Apartment Corporation and 680 Madison Avenue shared expenses added, plus 2018 audited financial statements
    • As of April 1, 2019, 261 Unsold Shares remain (Unsold Apartment 6E with 237 shares and twelve storage bins with 24 shares)
    • Permanent Certificate of Occupancy estimate of $10,000 unchanged; temporary Certificate of Occupancy expires July 28, 2019
    • Title Company Reporting risk restated: FinCEN order in effect, currently expiring May 15, 2019
    • New York State transfer and mansion tax increase applies to transfers after July 1, 2019; plan tax information may be inaccurate
    • Smoking policy adopted for Common Areas and added to House Rules, Purchase Agreement and Special Risks

20. Amendment 20 December 7, 2018

    This amendment changes the purchase prices of two apartments, 4E and 6E, and leaves the rest of the plan unchanged.

    • Price of apartment 4E changed to $11,250,000
    • Price of apartment 6E changed to $11,750,000
    • Schedule A of the Plan amended to reflect the new prices
    • Sponsor may further revise purchase prices and other terms, but not for an apartment under a purchase agreement in effect without that purchaser's consent

19. Amendment 19

    This amendment extends the offering plan's effective period by twelve months and updates budgets, financials, unsold share counts, Sponsor loan and obligation disclosures, and tax and title-reporting risk warnings.

    • Plan's effective period extended for twelve (12) months from the filing of this Amendment
    • Temporary Certificate of Occupancy expires July 1, 2018; permanent CO work estimate remains $10,000
    • 2018 Operating Budgets for the Apartment Corporation and Shared Expenses of 680 Madison Avenue annexed
    • 2017 audited financial statements for the Apartment Corporation annexed
    • As of May 1, 2018: 1,537 Unsold Shares (5 Unsold Apartments and 12 Unsold Storage Bins)
    • Aggregate monthly Maintenance Charges for Unsold Apartments: $83,029.66
    • Sponsor's loan secured by Unsold Shares: outstanding principal $19,797,001.23, Maturity Date June 1, 2018
    • Special risks added: Tax Cuts and Jobs Act of 2017 and FinCEN title company reporting order

18. Amendment 18 April 3, 2018

    This amendment lowers nothing and raises nothing beyond one listed change: it sets a new purchase price for one apartment, 4E, in the 21 East 61st Street Apartment Corp. subleasehold cooperative plan.

    • Purchase price of Apartment 4E changed to $11,950,000
    • Schedule A of the Plan amended to reflect the new price
    • Sponsor may further revise purchase prices and other terms of sale, but not for any apartment already under an Agreement for purchase without that purchaser's consent

17. Amendment 17 February 16, 2018

    This amendment revises the purchase prices of the apartments listed in its Exhibit A, which replaces the Plan's Schedule A offering prices for January 1, 2018 through December 31, 2018.

    • Purchase prices of apartments listed on Exhibit A revised to the prices shown there
    • Schedule A offering prices for January 1, 2018 through December 31, 2018 amended accordingly
    • Penthouse offering price shown as $65,000,000
    • Apartment subtotal shown as $680,800,000; storage subtotal $3,142,000; grand total $683,942,000
    • Sponsor may revise prices and other terms further, but not for an apartment under a signed purchase agreement without that purchaser's consent

16. Amendment 16 5/24/2017

    This amendment updates the estimated cost of obtaining a permanent Certificate of Occupancy to $10,000, extends the Plan's term by 12 months, annexes 2017 budgets and 2016 audited financials, and updates unsold-share and sponsor financing disclosures.

    • Estimated cost to obtain a permanent Certificate of Occupancy updated to $10,000
    • Plan term extended for 12 months from the filing of this Amendment
    • 2017 Apartment Corporation operating budget annexed, with projected income of $6,607,032
    • 2017 shared expenses budget for 680 Madison Avenue annexed, with a budget-expert certification
    • 2016 audited financial statements for the Apartment Corporation annexed
    • 1,810 Unsold Shares as of May 17, 2017 (6 Unsold Apartments and 14 Unsold Storage Bins)
    • Sponsor's loan from First Republic Bank has outstanding principal of $35,964,238.65 and a maturity date of June 1, 2018
    • Aggregate monthly Maintenance Charges for Unsold Apartments stated as $99,329

15. Amendment 15 January 18, 2017

    This amendment revises the offering prices of the apartments listed on Exhibit A, and the Plan's Schedule A is updated to show the new prices.

    • Purchase Prices of the apartments listed on Exhibit A revised to the prices shown there
    • Schedule A (offering prices for January 1, 2016 through December 31, 2016) amended accordingly
    • Sponsor may revise purchase prices and other terms further, but not for an apartment already under an agreement for purchase without that purchaser's consent
    • Schedule A grand total shown as $695,142,000 for apartments and storage bins
    • Apartment subtotal shown as $692,000,000 for 68 apartments
    • Square footage and cost projections are stated as preliminary estimates

14. Amendment 14 August 23, 2016

    This Fourteenth Amendment changes the purchase price of one Apartment, the Townhouse, to $37,500,000 and updates Schedule A to match.

13. Amendment 13 _________ __, 2016

    This amendment updates the estimated cost of obtaining a permanent Certificate of Occupancy, extends the Plan's term by twelve months, and adds 2016 budgets, 2015 audited financial statements, and disclosures on unsold shares and Sponsor's loan.

    • Estimated cost to obtain a permanent Certificate of Occupancy updated to $252,115 (Beyer Blinder Belle)
    • Plan's term extended for twelve (12) months from the filing of this Amendment
    • 2016 Operating Budgets for the Apartment Corporation and for Shared Expenses of 680 Madison Avenue added
    • 2015 audited financial statements for the Apartment Corporation added
    • As of June 1, 2016: 2,141 Unsold Shares (eight (8) Unsold Apartments)
    • Aggregate monthly Maintenance Charges for Unsold Apartments: $117,492.75
    • Sponsor's $58,250,000.00 loan from First Republic Bank, secured by Unsold Shares, has a Maturity Date of June 1, 2018; monthly payment anticipated to be approximately $199,020.83
    • Sponsor continues to control the Board of Directors

12. Amendment 12 October 26, 2015

    This amendment revises the purchase prices of the apartments and storage bins listed in its Exhibit A, which is a revised Schedule A, and lets the sponsor make further price changes that cannot affect any apartment already under an agreement without the buyer's consent.

    • Purchase prices revised for the apartments listed in Exhibit A, and the Plan's Schedule A amended accordingly
    • Purchase prices revised for storage bins S 1 through S 46
    • Apartment subtotal shown as $711,550,000
    • Grand total shown as $714,692,000
    • Sponsor may revise purchase prices and other terms further, but not for an apartment with an agreement in effect without that purchaser's consent

11. Amendment 11 July 15, 2015

    This amendment discloses Sponsor's 2015 sale of the Resident Manager's Apartment to the Apartment Corporation, the satisfaction of the construction loan, an updated Certificate of Occupancy cost estimate, and a 12-month extension of the Plan's filing period.

    • Resident Manager's Apartment (4A) sold by Sponsor to the Apartment Corporation on June 5, 2015, for a total cost of $2,685,770, with a $1,180,010 RMA Balance owed to Sponsor and payable from the Working Capital Fund at maturity, three years after that closing
    • Later closings' RMA Payments go to Sponsor as partial prepayment of the RMA Balance
    • Sponsor's construction financing paid in full as of June 2, 2015, and liens on Unsold Apartments released
    • Estimated cost to obtain a permanent Certificate of Occupancy updated to $4,344,529 by Beyer Blinder Belle; timeframe difficult to estimate
    • Plan filing period extended for 12 months from the filing of this Amendment
    • Aggregate monthly Maintenance Charges for Unsold Apartments stated as $197,179
    • Sponsor continues to control the Board of Directors through its holding of all Unsold Shares
    • No Unsold Apartments owned by Sponsor are occupied by tenants, and Sponsor states it is current on its obligations to the Apartment Corporation

10. Amendment 10 February 26, 2015

    Sponsor ends the Maintenance Waiver Period and the Board begins collecting Maintenance under the Plan starting May 1, 2015, per the approved budget.

    • Maintenance collection begins May 1, 2015, ending the Waiver Period described in the Eighth Amendment
    • Upon collection starting, there will be no assessment for any item in the approved budget

9. Amendment 9 January 23, 2015

   This amendment discloses the first closing of Apartment 6A on November 7, 2014, replaces Penmark Management, LLC with Extell Management Services Inc. as managing agent, and extends the Plan's effective period by six months.

   • Plan's effective period extended six (6) months from the filing of this Amendment
   • Managing Agent changed from Penmark Management, LLC to Extell Management Services Inc., an affiliate of Sponsor, on materially the same terms
   • Temporary Certificate of Occupancy issued January 13, 2015; permanent Certificate of Occupancy not yet issued, so Down Payments stay in escrow until it is obtained
   • First Closing occurred November 7, 2014 (Apartment 6A); First Annual Meeting to be held on or before November 7, 2016
   • Escrow Accounts balance was $98,770,435.27 as of December 1, 2014
   • Architect estimates $22,212,306 to obtain the permanent Certificate of Occupancy; Down Payments may be released at Closing only if escrow exceeds that amount
   • Working Capital Fund balance was $23,931.61 as of December 1, 2014
   • Initial Board members designated: Donna Gargano (President), Katherine Kelman (Vice President), Anthony Abbruzzese (Secretary and Treasurer)

8. Amendment 8 October 9, 2014

   This Eighth Amendment declares the Plan effective, discloses the July 22, 2014 transfer of Sponsor's interests and share issuance to the Apartment Corporation, sets a Maintenance waiver period, changes the Additional Down Payment timing, updates the first-year budget, and discloses a new Managing Agent.

   • Plan declared effective: 46 of 68 apartments (about 68%) under purchase agreements, above the 15% minimum
   • Waiver of Maintenance until closing of 75% of Apartments; Sponsor to file an amendment at least 30 days before it expires
   • During the waiver, shareholders still pay real estate taxes, directly billed or submetered utilities, their apartment's insurance premium, and other customary expenses
   • Additional Down Payment due six months after the agreement date, and no later than Closing
   • First-year budget updated for approximately $35,600 in corporate and franchise taxes
   • Sponsor's subleasehold interest and Building Documents transferred to the Apartment Corporation on July 22, 2014, and Shares and Proprietary Leases issued to Sponsor
   • Subleasehold Mortgages released and replaced by pledges of Sponsor's Stock and Proprietary Leases, released at each closing
   • New Managing Agent for the Building and Cooperative Premises disclosed (name not stated in this text)

7. Amendment 7 June 4, 2014

   This amendment replaces floor plans for 12 apartments to reflect field-condition room-dimension changes, revises the property description and specifications, discloses the April 2, 2014 formation of the Apartment Corporation, and extends the Plan's effective period by six months.

   • Floor plans revised for Apartments 4E, 5E, 6E, 7A, 7E, 8A, 8E, 9A, 9E, 10A, 10B and Penthouse, due to room-dimension changes from field conditions (stated not material)
   • Description of Property and Specifications revised (Exhibit B-1); architect's certification dated May 7, 2014 updated (Exhibit B-2)
   • Apartment Corporation formed April 2, 2014; no financial statements available yet, to be added by a future amendment
   • Sponsor may assign its interests in the Cooperative Sublease, Building Sharing Agreement and Residential Rights Agreement to the Apartment Corporation for its shares and proprietary leases before the Plan is declared effective; no closings before then
   • Sponsor turned over possession of the Commercial Premises to the Ground Lessee on February 15, 2014, subject to certain post-delivery work
   • Effective period of the Plan extended for six months from the filing of this amendment

6. Amendment 6 May 8, 2014

   This amendment increases the Purchase Prices of the apartments and storage bins listed in its revised Schedule A (Exhibit A), and reserves the Sponsor's right to revise prices further, except for apartments already under a purchase agreement without the purchaser's consent.

   • Purchase Prices of apartments listed on Exhibit A increased to the prices shown in revised Schedule A
   • Revised Schedule A lists 68 apartments and 46 storage bins
   • Apartment subtotal offering price: $730,300,000
   • Grand total offering price including storage: $733,442,000
   • Sponsor may further revise prices and other terms of sale, except for apartments under a purchase agreement without the purchaser's consent
   • Prices are for the anticipated first year of cooperative operation, June 1, 2014 through May 31, 2015; all square footage and cost projections are preliminary estimates

5. Amendment 5 March 18, 2014

   This Fifth Amendment restates the subleasehold mortgage terms after the Sponsor's refinancing, restates Special Risk #37, affirms the budget expert's certification, and extends the Plan's effective period by six months.

   • Subleasehold mortgage terms restated after Sponsor's refinancing (Exhibit A)
   • Maturity December 29, 2015, extendable to December 28, 2016; interest-only payments
   • Interest rate: greater of 5.00% or 4.75% plus 1-month LIBOR
   • Principal: term loan $121,266,717.21; building loan $160,838,135.73; project loan $67,895,147.06
   • Completion milestones: 50% Complete by December 1, 2014; 75% by March 1, 2015; Completion by June 1, 2015
   • Special Risk #37 restated (Exhibit B)
   • Plan's effective period extended six months from filing of this Amendment
   • Schedule B budget remains materially unchanged; budget expert certification dated December 21, 2012 affirmed (Exhibit C)

4. Amendment 4 September 23, 2013

   The amendment raises the purchase prices of the apartments listed on Exhibit A to the new prices shown there, with the revised offering prices for June 1, 2014 through May 31, 2015.

   • Purchase Prices of the apartments listed on Exhibit A increased to the prices shown on Exhibit A
   • Revised Schedule A covers the anticipated first year of cooperative operation, June 1, 2014 through May 31, 2015
   • Apartment subtotal is $726,000,000; grand total including 46 storage bins is $729,142,000
   • Sponsor may further revise purchase prices and other terms, but not for an apartment under a signed purchase agreement without that purchaser's consent

3. Amendment 3 September 19, 2013

   The amendment combines Apartments 17A and 17B into a single Penthouse, reducing the building from 69 to 68 apartments, and makes several updates to floor plans, square footage, the property description, the By-Laws, the escrow agent, and FDIC insurance language.

   • Apartments 17A and 17B combined into one Penthouse; no longer 17A or 17B
   • Total apartments reduced from sixty-nine (69) to sixty-eight (68)
   • Penthouse is a duplex with 6 full bathrooms and 3 powder rooms (7.5 bathrooms total)
   • Floor plans revised for about two dozen apartments and whole-floor plans for the Cellar, Floors 3-12 and 17-19, due to field conditions; stated as not material
   • Square footage revised for Storage Bins 44, 45 and 46; stated as not material
   • Escrow Agent changed to Polsinelli PC
   • FDIC insurance disclaimer replaced: escrow account insured up to $250,000 per deposit
   • Binder fee of $300 payable to "680 RESIDENTIAL OWNER LLC" added as non-refundable, non-binding

2. Amendment 2 June 10,2013

   This amendment raises the purchase prices of the apartments listed in Exhibit A and replaces Schedule A with revised offering prices for June 1, 2014 through May 31, 2015.

   • Purchase prices of apartments listed in Exhibit A increased to the prices shown in revised Schedule A
   • Revised Schedule A covers June 1, 2014 through May 31, 2015
   • Townhouse (T) offering price shown as $65,000,000
   • Apartment subtotal shown as $716,750,000
   • Storage bins subtotal shown as $3,142,000; grand total shown as $719,892,000
   • Sponsor may revise prices and other sale terms further, but not for an apartment under an agreement for purchase then in effect without that purchaser's consent

1. Amendment 1 March 26, 2013

   This amendment raises the Purchase Prices of the apartments listed on Exhibit A to the new amounts shown there, and the Plan's Schedule A is amended to match.

   • Purchase Prices of apartments listed on Exhibit A increased to the amounts shown there
   • Exhibit A TOTAL of new purchase prices: $712,500,000
   • Sponsor may revise prices and other sale terms further, but not for an apartment under a purchase agreement in effect without that purchaser's consent
   • No other material changes to the Plan

Summarized from the amendments' text (scanned ones read with OCR); the filings themselves are on the Attorney General's site.