Mark Hotel Owners Corp.

21. Amendment 21

    This amendment updates the offering plan with a 2026 budget, revised pricing and monthly maintenance amounts for unsold suites, current financing disclosures, a 12-month term extension, and confirmation that the Sponsor still controls the board.

    • Schedule A (Exhibit A-3) revised for updated pricing and monthly maintenance amounts based on the 2026 budget
    • 2026 budget added (Exhibit A-1): total estimated expense $34,542,815; shared costs billed to co-op $7,268,464
    • Aggregate monthly Maintenance Charges for Unsold Suites are $522,118.00
    • 1,293 Unsold Shares (37 Unsold Suites), all pledged as collateral for the Mortgage Loan
    • Mortgage Loan of $305,000,000 matures May 9, 2029, with two one-year extension options, at Term SOFR plus 2.26%
    • Mezzanine financing from MSD RCOF Partners CXXXIV, LLC and MSD RCOF Partners CXXXV, LLC to D2 Mark LLC; the co-op is not an obligor
    • Plan term extended 12 months from the amendment's filing date
    • Sponsor still controls the board; its five-year control period expired April 27, 2014

20. Amendment 20

    This Twentieth Amendment updates the 2024 budget, pricing, financial statements, financing, and sponsor-control disclosures, and extends the Plan's effective period by twelve months.

    • Plan's effective period extended for twelve (12) months from the filing date of this Amendment
    • 2024 Cooperative Corporation budget added (Exhibit A-1), and Schedule A revised with updated pricing and monthly maintenance amounts (Exhibit A-3)
    • Unsold Shares stated as 1,293 (corresponding to 37 Unsold Suites); only these Unsold Suites appear on the revised Schedule A
    • Aggregate monthly Maintenance Charges for Unsold Suites stated as $460,959.00
    • Mortgage Loan from Goldman Sachs Bank USA in original principal amount of $300,000,000, maturing June 9, 2026, with three one-year extension options; Unsold Shares and Proprietary Leases pledged as security
    • Sponsor remains in control of the Board after its five-year right ended on April 27, 2014
    • 2010 lawsuit under Index No. 106469/10 discontinued with prejudice
    • FinCEN Geographic Targeting Order renewal disclosed for closings after October 16, 2024; effective period currently April 14, 2025

19. Amendment 19 September___, 2023

    This amendment raises offering prices for the 37 unsold suites, adopts a 2023 budget with revised maintenance amounts, extends the Plan's term by twelve months, and updates disclosures on the mortgage loan, sponsor board control, and sponsor finances.

    • Offering prices of 37 unsold suites (1,293 unsold shares) raised, effective immediately, per Schedule A
    • 2023 Cooperative Corporation budget added (Exhibit A-1), with monthly maintenance amounts revised per Schedule A
    • Plan's effective period extended for twelve (12) months from the filing date of this Amendment
    • Mortgage loan of $190,000,000 from Column Financial, Inc. maturing June 9, 2024, with all unsold shares pledged as collateral
    • Sponsor still controls the Board, with the most recent Annual Meeting held December 14, 2022
    • Monthly maintenance charges for unsold suites stated as $446,073 as of September 2023
    • 2022 audited financial statements attached (Exhibit B)
    • Pending lawsuits under Index No. 106469/10 and Index No. 600905/10 unchanged from the Eighteenth Amendment

18. Amendment 18 September ___, 2022

    This Eighteenth Amendment extends the offering term by 12 months, adds the 2022 budget and updated Schedule A pricing and maintenance, and updates the litigation, financing, unsold-share, board-control and financial disclosures.

    • Term of the offering extended for 12 months from the filing date of this Amendment
    • 2022 budget (January 1, 2022 through December 31, 2022) added, with FirstService Residential New York, Inc. budget certification dated March 9, 2022
    • Schedule A revised with updated pricing and monthly maintenance amounts for Unsold Suites
    • Sponsor still controls the Board; its five-year right to appoint a majority expired April 27, 2014
    • Sapphire Civil Action: Sapphire's claims dismissed; Ruby Investment Ventures, Inc. remains plaintiff in pre-trial discovery
    • Mortgage Loan from Column Financial, Inc. of $190,000,000 matures June 9, 2024, at Term SOFR plus 3.40000%; Unsold Shares pledged as security; mezzanine loan to D2 Mark LLC disclosed
    • As of July 1, 2022: 1,293 Unsold Shares (37 Unsold Suites); aggregate monthly Maintenance Charges for Unsold Suites $402,920
    • Audited financial statements for the 2020 operating year added

17. Amendment 17 2/25/2021

    This amendment extends the plan's offering term by 12 months, updates the 2021 budget and maintenance amounts, replaces sponsor's counsel and escrow agent with Herrick, Feinstein LLP, and updates unsold-share, financing, and litigation disclosures.

    • Offering term extended 12 months from the filing date of this amendment
    • Mortgage Loan matures June 1, 2022
    • Cooperative budget for January 1, 2021 through December 31, 2021 added (Exhibit A-1), with Schedule A maintenance amounts revised to match
    • Herrick, Feinstein LLP named sponsor's counsel and escrow agent, with a new Bank of America escrow account
    • 1,293 Unsold Shares (37 Unsold Suites) as of the filing of this amendment
    • Sponsor still controls the Board; its five-year right to appoint a majority expired April 27, 2014
    • Audited financial statements for the 2019 operating year attached (Exhibit B)
    • Sapphire Civil Action: Sapphire's claims dismissed; Ruby Investment Ventures, Inc. is the sole remaining plaintiff, and the case is in pre-trial discovery

15. Amendment 15 2/1/2019

    This Fifteenth Amendment extends the offering term and updates the 2019 budget, the Sapphire lawsuit status, mortgage financing, unsold share count, Sponsor's board control, title company reporting rules, and adds a smoking policy.

    • Offering term extended (new end date not stated in this text)
    • Sapphire Civil Action: Sapphire's claims dismissed, Ruby is sole remaining plaintiff, pre-trial discovery begun
    • 2019 budget attached (Exhibit A-1), new budget certification dated January 9, 2019 (Exhibit A-2), Schedule A maintenance revised
    • Mortgage loan disclosure: $230,000,000 loan maturing June 1, 2022, with Unsold Shares and Proprietary Leases pledged to Lender
    • 1,293 Unsold Shares (37 Unsold Suites); aggregate monthly Maintenance Charges for Unsold Suites are $416,138
    • Sponsor remains in control of the Board after its five-year control period expired April 27, 2014
    • Title company reporting order restated; order currently effective until May 15, 2019
    • Smoking policy adopted, limiting smoking to Suites and appurtenant terraces

14. Amendment 14 2/9/2018

    This Fourteenth Amendment updates the plan's mortgage, 2018 budget, unsold-share, board-control, litigation and tax disclosures and extends the offering term.

    • Prior mortgage and mezzanine financing replaced by a $230,000,000 loan from JPMorgan Chase Bank, National Association, maturing June 1, 2022
    • Monthly maintenance for unsold suites is $403,045
    • 1,293 Unsold Shares (37 Unsold Suites) as of filing
    • Sponsor still controls the Board; its five-year control period expired April 27, 2014
    • 2018 budget attached (Exhibit A-1), with budget expert certification dated January 19, 2018 (Exhibit A-2)
    • Sapphire's claims dismissed in the Sapphire Civil Action; Ruby Investment Ventures, Inc. is the sole remaining plaintiff
    • Offering term extended (new end date not printed in this text)
    • Tax Cuts and Jobs Act of 2017 added as a Special Risk; plan tax information may be inaccurate

13. Amendment 13

    This amendment updates the Mark Hotel co-op plan's pending lawsuits, 2017 budget, financial statements, mortgage loan terms, and Sponsor board control, and extends the plan's term by twelve months.

    • Mortgage loan of $200,000,000 held by TPG RE FINANCE, LLC now matures June 25, 2017, extendable to June 25, 2018 and June 25, 2019
    • Two of four lawsuits by former Suite buyers resolved; two Sapphire lawsuits remain pending
    • 2017 budget added for January 1, 2017 through December 31, 2017, with total costs of $24,560,980
    • Plan term extended 12 months from the filing date of this amendment
    • Unsold shares: 1,293 (corresponding to 37 Unsold Suites)
    • Sponsor still controls the Board, though its five-year control period expired April 27, 2014
    • Aggregate monthly Maintenance Charges for Unsold Suites: $378,942
    • Audited 2015 financial statements attached; 2016 financial statements not yet prepared

12. Amendment 12 02/19/16

    This amendment updates the mortgage loan terms, attaches a 2016 budget and revised maintenance schedule, reports the status of pending lawsuits and Sponsor's board control, and adds a title company reporting risk, and it extends the offering term.

    • Mortgage Loan revised to a $200,000,000 loan from TPG RE FINANCE, LLC (as agent), maturing June 25, 2017, extendable to June 25, 2018 and June 25, 2019, at a monthly Libor-based rate
    • 2016 budget attached (Exhibit A-1, January 1, 2016 through December 31, 2016) and Schedule A revised to 2016 monthly maintenance amounts
    • Pending litigation status updated; 904 Tower Proceeding petition dismissed by Supreme Court decision dated May 23, 2014
    • Sponsor still controls the Board, having sufficient votes after its five-year right expired April 27, 2014
    • Offering term extended; the new end date is not shown in the text provided
    • 1,293 Unsold Shares (37 Unsold Suites) reported, all pledged as collateral for the Mortgage Loan
    • Special Risks amended to cover FinCEN order requiring title companies to report information for Manhattan closings on or after March 1, 2016
    • Audited financial statements for 2014 attached; 2015 statements not yet prepared

11. Amendment 11 February 26, 2015

    This Eleventh Amendment updates the plan's disclosures, including litigation, the 2015 budget, financial statements, unsold shares, and sponsor board control, and extends the plan's term by twelve months.

    • Plan term extended for twelve (12) months from the filing date of this Amendment
    • Cooperative budget for January 1, 2015 through December 31, 2015 added (Exhibit A-1), with Schedule A revised to reflect monthly maintenance amounts based on that budget
    • Sponsor's budget expert certification dated February 4, 2015 replaces Exhibit 10 in Part II of the Plan (Exhibit A-2)
    • Audited financial statements for the 2013 operating year added (Exhibit B); 2014 statements not yet prepared
    • 1,293 Unsold Shares (corresponding to 37 Unsold Suites) as of filing
    • Sponsor still controls the Board although the five-year period ended April 27, 2014
    • Aggregate monthly Maintenance Charges for Unsold Suites are $339,368
    • 904 Tower Article 78 petition dismissed by Supreme Court decision dated May 23, 2014; other pending lawsuits by former purchasers continue

10. Amendment 10

    This amendment updates the Plan's 2014 budget, financial statements, unsold share count, litigation status, and sponsor mortgage disclosures, and extends the offering term.

    • Offering term extended (no new end date printed)
    • Litigation update: Article 78 case awaiting court decision; civil actions proceeding, with 904 Tower civil action in pre-trial discovery
    • 2014 budget added (Exhibit A-1), with budget expert certification dated February 3, 2014 (Exhibit A-2)
    • Monthly maintenance schedule revised for 2014 (Exhibit A-3)
    • Audited 2012 financial statements attached (Exhibit B); 2013 statements to follow in a later amendment
    • Unsold shares as of January 1, 2014: 1,342 (38 suites)
    • Aggregate monthly maintenance for unsold suites: $336,592.54 as of January 1, 2014
    • Mortgage loan principal $198,000,000, maturing February 1, 2016, with a one-time extension to February 1, 2017

9. Amendment 9

   This Ninth Amendment updates the Plan's litigation, 2013 budget, financial statement, unsold share and loan disclosures, revises the rules for deposit disputes, and extends the offering term.

   • Four of five lawsuits by former buyers remain pending; one concluded with a judgment for Mark Hotel Sponsor LLC
   • Attorney General no longer adjudicates deposit disputes; this applies only to purchasers without a fully executed Purchase Agreement
   • Offering term extended (new end date not stated in this text)
   • 2013 budget attached as Exhibit A-1, with budget expert certification dated January 29, 2013 (Exhibit A-2) and revised Schedule A (Exhibit A-3)
   • 1342 Unsold Shares (38 Unsold Suites) as of February 1, 2013, all pledged as collateral for the Amended Loan
   • Amended Loan from German American Capital Corporation: maximum $160,000,000, balance $140,461,957.51, matures May 18, 2014, interest at greater of 3.0% or monthly Libor plus 7.0%
   • 2011 audited financial statements attached as Exhibit B; 2012 statements not yet prepared
   • Aggregate monthly Maintenance Charges for Unsold Suites were $317,273.48 as of January 1, 2013

8. Amendment 8 September 5, 2012

   This amendment lowers the Purchase Prices of certain unsold suites at The Mark Hotel, as shown in a revised Schedule A dated as of September 3, 2012, and lets the Sponsor revise prices and sale terms further, except for suites with a purchase agreement in effect unless that purchaser consents.

   • Purchase Prices of certain unsold suites decreased, as shown in revised Schedule A as of September 3, 2012
   • Sponsor may revise unsold suites' prices and other sale terms further under the Plan
   • No further change may affect a suite with an Agreement for purchase in effect without that purchaser's consent
   • Schedule A totals 1,434 shares with a total offering price of $250,050,000

7. Amendment 7 June 19, 2012

   This amendment lowers the offering prices of certain unsold suites at The Mark Hotel cooperative to the amounts shown on a revised Schedule A, as of June 18, 2012.

   • Offering prices of certain unsold suites decreased to the amounts on revised Schedule A (as of June 18, 2012)
   • Sponsor may revise prices and other sale terms further, but not for suites under a purchase agreement in effect without that purchaser's consent
   • No other material changes to the Plan

6. Amendment 6 May 16, 2012

   This Sixth Amendment raises the purchase prices of certain unsold suites to the amounts on a revised Schedule A and lets the Sponsor make further price and term changes to unsold suites, but not to suites with a purchase agreement in effect without that buyer's consent.

   • Purchase prices of certain unsold Suites increased to the amounts on revised Schedule A (Exhibit A)
   • Revised Schedule A gives offering prices as of May 15 and May 16, 2012 for 40 suites
   • Sponsor may revise prices and other terms of sale further, but not for a suite under a purchase agreement in effect without that purchaser's consent

5. Amendment 5

   Mark Coop Sponsor LP becomes the sponsor for the 40 remaining Unsold Suites, the offering is reinstated and extended, and the plan adds updated sponsor, lender, and litigation disclosures.

   • Mark Coop Sponsor LP replaces Mark Hotel Sponsor LLC as sponsor for the 40 remaining Unsold Suites
   • New sponsor's principals are Izak Senbahar, Simon Elias and Daniel M. Neidich, with updated sponsor experience and track record disclosures
   • Offering is reinstituted and its term extended
   • Leasehold mortgage held by German American Capital Corporation secures a consolidated loan of up to $160,000,000, maturing May 18, 2014, with two additional 12-month extensions available
   • Loan interest is the greater of 3.0% or monthly Libor, plus 7.0%
   • Unsold shares and proprietary leases issued to the new sponsor are pledged as additional security for the loan
   • Five pending lawsuits by former purchasers who refused to close and seek return of deposits and damages are disclosed
   • Revised Schedule A (Exhibit A) and new sponsor certification (Exhibit B) are added

4. Amendment 4 July 10, 2009

   This amendment discloses the first sale of a suite (Suite 909), updates closing, board, and budget details, lists unsold suites as of May 1, 2009, and extends the Plan's term by six months.

   • Plan's effective period extended for six months from the filing of this Amendment
   • First Shares and Proprietary Lease transferred April 27, 2009 for Suite 909
   • First annual shareholders' meeting to be held on or before April 27, 2010
   • Permanent Certificate of Occupancy cost to complete estimated at $13,003,678 as of April 13, 2009
   • Budget Note (11) restated: total management fee $80,000 per year; Cooperative's pro rata share $12,992.00 per year
   • Managing Agent fee of $67,000.00 per year ($5,583.33 monthly) under a Cooperative Corporation Management Agreement with a 3-year initial term
   • Working Capital Fund balance $8,762.00 as of April 30, 2009
   • Exhibit A lists Unsold Suites as of May 1, 2009

3. Amendment 3 April 15, 2009

   This amendment declares the Plan effective as of February 26, 2009, sets the first year of cooperative operation to start around April 2009, updates the litigation and tax disclosures, restates the title insurance terms, corrects a share count, and changes the property's zip code to 10075.

   • Plan declared effective by Sponsor by notice dated February 26, 2009
   • First Year of Cooperative Operation expected to commence in or about April 2009, on or about April 1, 2009
   • Litigation between Ground Lessor and Ground Lessee has ended; the second action was discontinued by stipulation dated February 10, 2009
   • IRS ruling: tenant-stockholders may deduct their proportionate share of real estate taxes under section 216(a), limited to taxes attributable to the Cooperative Suites portion of the Building
   • Cooperative Leasehold to be insured by Lawyers Title Insurance Corporation or another licensed title company for its full value, with the Cooperative Corporation paying the premiums and title expenses
   • Schedule A corrected to total 1,500 shares (the Second Amendment showed 1,501)
   • Property zip code changed from 10021 to 10075

2. Amendment 2 October 31, 2008

   The amendment moves the projected first year of cooperative operation to December 2008 through November 2009, replaces the first-year budget and Schedule A amounts, revises the permitted-use floor area under a city ruling, corrects the fee owner and ground lessor, and reports the Corporation's formation.

   • First year of cooperative operation set to December 1, 2008 through November 30, 2009, with first closing anticipated in December 2008
   • First-year budget replaced: projected income and projected expenses each $3,584,371
   • Schedule A projected maintenance amounts increased by less than 1%; Services Agreement Surcharge amounts decreased
   • DOB letter dated July 28, 2008 revised unrestricted floor area from 52,982 square feet to 51;716 square feet (not limited to stays of 29 days or less)
   • Fee owner and Ground Lessor corrected to "Madison Seventy-Seventh LL.C" from "A von Associates, Inc."
   • Corporation formed September 24, 2008; no financial statements available yet

1. Amendment 1 June 6, 2008

   This amendment reduces the cooperative's share of the ground lease from 1/3 to 38%, allows up to 42 Suites to be occupied without a length-of-stay limit under a 2007 DOB ruling, and updates the construction financing, submetering, litigation and definition disclosures.

   • Cooperative's ground lease interest changed from 1/3 to 38%; Mark Hotel LLC keeps 62%
   • Up to 42 Suites (52,982 sq ft) may be occupied without length-of-stay limit under December 2007 DOB ruling; other Suites remain limited to stays of 29 days or less
   • Sponsor may designate which Suites are Unlimited Stay Suites on or before the Coop Conversion Date
   • Construction loan of up to $83,500,000 from Anglo Irish Bank made December 20, 2007; mezzanine loan amended to $43,275,000
   • Electricity to be individually submetered, with billing and complaint procedures added
   • Pending litigation disclosure updated; Ground Lessor has appealed the January 9, 2008 decision
   • "Transient Hotel" defined; transient stay limit changed from 30 days to 29 days

Summarized from the amendments' text (scanned ones read with OCR); the filings themselves are on the Attorney General's site. 20 of 21 amendments summarized so far.