269 West 87th Street Apartment Corp.

18. Amendment 18

    This amendment offers the remaining unsold apartments for sale at the prices in Schedule A, updates the sponsor's financial disclosures, board control terms, and tax information, and extends the plan's term.

    • Unsold apartments offered for sale at Schedule A prices (for example, Apartment 4A at $3,540,000)
    • Sponsor's loan from W 87th Lender LLC with outstanding balance of $33,142,457 and expiration date of November 22, 2022, at 18% interest, with a release price paid at each closing
    • Sponsor has sold 17 apartments and 21 remain unsold, with aggregate monthly maintenance of approximately $269,392 and $0 in rents received
    • All Cooperative Board members are sponsor-affiliated; sponsor relinquishes control at the earlier of the second anniversary of the First Closing, closing to 50% of apartments, or its own election
    • Transfer and mansion tax calculation changed under New York State Tax Law Section 1404(a), effective July 1, 2021, for purchase agreements entered into after April 1, 2021
    • Working capital account of approximately $382,217 on deposit at Capital One Bank as of September 15, 2021
    • Audited 2020 cooperative financial statements by WilkinGuttenplan added as Exhibit B
    • Plan term extended

17. Amendment 17

    This amendment adds a sales incentive, the Fixed Maintenance Charges Subsidy Program, for buyers of unsold apartments who sign and fund by December 31, 2021, with a fixed monthly credit against maintenance that is not adjusted for later budget changes.

    • New Fixed Maintenance Charges Subsidy Program for Qualifying Purchasers of Unsold Apartments
    • Purchase Agreement and Deposit must be completed on or before December 31, 2021
    • Sponsor deposits at Closing a Total Subsidy Amount of 50% of annual Maintenance Charges multiplied by 10
    • Monthly subsidy paid over 10 years by default, or over 5 years if elected in writing before Closing
    • Monthly Subsidy Amount is fixed; buyer pays all Maintenance Charges above it and any special assessments
    • Unused subsidy balance transfers to a resale buyer
    • Sponsor may move the Subsidy Account to the Managing Agent, an escrow holder, or another third party; no bond secures the funds and interest is not guaranteed
    • Schedule A revised with added columns for subsidy amounts under the 5-year and 10-year programs

16. Amendment 16

    This amendment replaces the selling agent, discloses a sponsor loan secured by the unsold shares, updates the purchase prices on Schedule A, and adds a federal FinCEN reporting notice for cash-type purchases.

    • New Selling Agent: Brown Harris Stevens Development Marketing LLC, 451 West Broadway, New York, New York 10012
    • Sponsor loan of unsold shares from W 87th Lender LLC; unsold shares pledged as collateral, with release payments due at each closing
    • Loan maturity date November 22, 2022; monthly payments of $256,273.18
    • Schedule A updated to reflect current purchase prices for unsold apartments
    • Schedule A-1 storage locker license fees listed for Budget Year 2021
    • FinCEN Geographic Targeting Order disclosure added; order currently in effect until May 4, 2021
    • Maintenance Charges on Schedule A include real estate taxes
    • No other material changes stated

15. Amendment 15

    This amendment offers the 24 remaining unsold apartments for sale at the Schedule A prices, moves deposits to a new escrow bank, restates the ground lease rent terms, and updates sponsor, board, reserve and financial disclosures.

    • 24 unsold apartments offered for sale at the purchase prices in Schedule A (Exhibit A)
    • All deposits moved to an escrow account at Signature Bank, 261 Madison Avenue, New York, New York 10016; interest rate approximately 0.15%, subject to change by the bank
    • Ground lease Annual Base Rent restated; first-year rent $2,900,000; Annual Base Rent payable during 2020 is $3,458,140
    • Sponsor controls the Cooperative Board and will relinquish control at the earliest of: second anniversary of the First Closing, Closing to 50% of all Apartments, or Sponsor's election
    • Sponsor has sold 14 Apartments; 24 remain unsold; aggregate monthly Maintenance on unsold Apartments approximately $326,968; rents received $0
    • Ground Rent Contribution fully funded at $6,622,978; Ground Rent Fund balance approximately $6,549,612
    • Working Capital Account approximately $216,783 on deposit at Capital One Bank as of August 1, 2020
    • 2019 audited financial statements (Exhibit B) and Permanent Certificate of Occupancy (Exhibit C) annexed

14. Amendment 14

    This amendment extends the closing deadline for the 5-year subsidy program to December 31, 2020, reduces the required deposit from 20% to 10% of the purchase price, attaches the 2020 cooperative budget, and updates the Schedule A purchase prices for unsold apartments.

    • Subsidy Program closing deadline extended from May 31, 2020 to December 31, 2020
    • Base Number for projected Maintenance Charges stays at $33,000,000 after recalculation for June 1, 2020 to May 31, 2025
    • Required deposit reduced from 20% to 10% of the Purchase Price; remaining 90% due at Closing
    • 2020 Cooperative Budget attached as Exhibit A, with budget expert certification as Exhibit B
    • Updated purchase prices for Unsold Apartments set out in Schedule A (Exhibit C); sold apartments removed
    • FinCEN reporting threshold stated as $300,000, with the Geographic Targeting Order in effect until May 9, 2020
    • Term of the Plan extended

13. Amendment 13 February 4, 2020

    The Thirteenth Amendment changes the purchase prices of three apartments (4B, 11C and Penthouse 1) and states that there are no other material changes to the property or offering.

    • Purchase price of Apartment 4B set at $2,900,000
    • Purchase price of Apartment 11C set at $2,500,000
    • Purchase price of Penthouse 1 set at $6,000,000

12. Amendment 12

    This amendment extends the maintenance waiver to December 31, 2019 and replaces the individual contribution credits with a 5-year maintenance subsidy program, funded by a $33,000,000 Subsidy Account, for qualifying buyers who sign purchase agreements after the Presentation Date and close on or before May 31, 2020.

    • Maintenance waiver period extended to December 31, 2019 (previously ending August 31, 2019)
    • Sixth Amendment individual contributions replaced by a 5-year Subsidy Program for qualifying purchasers who sign purchase agreements after the Presentation Date and close on or before May 31, 2020
    • Sponsor deposits $33,000,000 multiplied by the percentage of Shares allocated to the Apartment into the Subsidy Account at each qualifying closing, which pays the Maintenance Charges for 5 years
    • Sponsor estimates total Maintenance Charges for January 1, 2020 to December 31, 2024 at approximately $32,922,302, plus a $77,698 contingency
    • Special risks added: the Subsidy Account may run out before some 5-year periods end, and the budget year beginning January 1, 2025 is not included in the estimate
    • Shareholders must pay any unsubsidized Maintenance Charges if the Subsidy Account is in deficit, and Sponsor has no obligation to restore funds
    • Any remaining balance after all 5-year periods goes into the budget as income or the Working Capital Fund, at the Cooperative Board's discretion
    • Sponsor may withdraw the Subsidy Program by a later filed amendment; purchasers under earlier agreements keep their Sixth Amendment benefits

11. Amendment 11 June 3, 2019

    This Eleventh Amendment replaces Schedule A with updated estimated offering prices and first-year charges for the apartments and storage lockers, and notes that the Tenth Amendment is still under Department of Law review.

    • Estimated offering prices updated for apartments offered for sale, with a printed total of $141,010,000
    • Estimated first-year maintenance charges, with and without subsidy and closing credit options, set for the twelve months commencing 11/1/2018
    • Estimated offering prices set for 21 individual storage locker licenses, totaling $638,000, with a printed total license fee of $7,656
    • Tenth Amendment submitted to the Department of Law on May 16, 2019 is under review and not yet accepted for filing

10. Amendment 10

    This amendment records the March 27, 2019 conversion closing, updates the unsold-apartment price schedule and floor plans, and discloses buyer costs, sponsor control of the board, and sponsor finances.

    • Schedule A updated to remove apartments that have closed; current Purchase Prices and Maintenance Charges are in Exhibit "D"
    • New floor plans in Exhibit "E" show lot-line window locations for unsold apartments
    • Sponsor relinquishes control of the Cooperative Board at the earliest of: second anniversary of the First Closing, Closing to 50% of all Apartments, or Sponsor's election
    • Purchasers reimburse their pro-rata share of the $297,820.64 leasehold title insurance premium at $5.956 per share
    • Purchasers must contribute twice the monthly maintenance dues to the Working Capital Account upon purchase
    • Closings after July 1, 2019 adjust the pro-rata share of 2019-2020 real estate taxes for the period the apartment was unsold
    • Sponsor's Permanent Certificate of Occupancy escrow deposit is $35,000; PCO expected approximately 6 months from the Architect's Opinion Letter dated March 25, 2019
    • As of May 1, 2019, Sponsor had sold 11 Apartments and 27 remained unsold

9. Amendment 9

   The OCR text is too garbled to identify any changes to the offering plan, so no changes can be stated.

8. Amendment 8

   This amendment declares the plan effective, sets a November 1, 2018 first year of operation, combines Apartments 12A and 12B into one apartment, adds 12th-floor vestibule and fire door terms, and adopts a smoking policy.

   • Plan declared effective based on six Purchase Agreements representing 15% of the thirty-eight (38) Apartments offered
   • First Year of Cooperative Operation scheduled to commence November 1, 2018
   • Maintenance Charges increased by less than 1%
   • Apartments 12A and 12B combined into a single Apartment 12A; total offered reduced from 39 to 38
   • Apartment 12A electricity supplied through two separate direct meters
   • Updated floor plan for Apartment 12A replaces the prior 12A and 12B floor plan
   • Purchaser of Apartment 12A may enter a license for the 12th floor vestibule
   • Fire doors to be installed on the 12th floor, with maintenance costs charged to all Shareholders

7. Amendment 7

   The OCR text is too garbled to identify any changes this amendment makes to the plan.

6. Amendment 6

   This amendment updates the offering plan's Schedule A pricing and storage locker square footages, property report, floor plans, and budget, and replaces the sinking fund provisions with a Sponsor-funded Ground Rent Fund and individual contribution program.

   • Sponsor deposits $6,622,978 into a Ground Rent Fund to subsidize ground rent above $3,100,000 for about fifteen years, with no guarantee the fund will last that long
   • Sponsor makes $23,377,022 available as Individual Contributions, applied either as a closing credit (Option A) or as a maintenance charges subsidy (Option B)
   • First Year Maintenance Credit set at approximately 30.52% of monthly Maintenance Charges; the Board cannot set it below 20%, and the default is 30%
   • Schedule A updated with new pricing for certain Apartments, updated square footages for certain Storage Lockers, and a new column for Individual Contributions
   • Schedule B budget for the First Year of Cooperative Operation updated to include Ground Rent Fund income
   • Description of Property and Specifications, Certification of Architect, and floor plans updated, including reconfigured Storage Locker Area
   • Sinking fund provisions in the Plan deleted and replaced

5. Amendment 5 May 7, 2018

   This Fifth Amendment updates the Schedule A estimated offering prices and first-year projected charges for apartments offered for sale, and sets estimated offering prices and license fees for individual storage lockers in Schedule A-1.

   • Schedule A estimated offering prices updated for apartments offered for sale, totaling $187,205,000
   • Schedule A-1 sets estimated offering prices for storage locker licenses 1 through 28, totaling $895,000
   • Projected charges are for the twelve-month period commencing 4/1/2018 (first year)
   • Storage locker license fees set out in Schedule A-1, totaling $10,740
   • No other material changes to the Property or the offering, except as stated in this amendment

4. Amendment 4

   This amendment updates the expected first closing timing, removes Seth Schumer as a principal of Sponsor, warns that the plan's tax information may be outdated under the Tax Cuts and Jobs Act of 2017, and extends the plan's term.

   • Tax information in the Plan may be inaccurate under the Tax Cuts and Jobs Act of 2017, effective January 1, 2018; purchasers should consult a tax expert
   • First closings expected on or about April!, 2018 (OCR text; day unclear)
   • If First Closing does not occur by September 30, 2018, Sponsor will amend the Plan to include an updated Schedule B
   • Seth Schumer no longer a principal of Sponsor as of August 3, 2017; Matthew Baron and Jonathan Simon remain the only principals
   • "Identity of Parties" section amended to reflect the Current Principals; updated Certification of Sponsor and Principals added as Exhibit A
   • Plan term extended

3. Amendment 3

   The OCR text is too garbled to identify any changes this amendment makes to the plan.

2. Amendment 2

   This second amendment sets a projected first-closing date of on or about April 1, 2018, provides for an updated Schedule B if the First Closing has not occurred by September 30, 2018, and extends the term of the Plan.

   • First closings expected to begin on or about April 1, 2018, unless delayed by Force Majeure
   • Sponsor will amend the Plan with an updated Schedule B if the First Closing does not occur by September 30, 2018
   • Term of the Plan extended
   • States there have been no other material changes affecting the Property or the offering

1. Amendment 1

   This amendment replaces the building description and specifications with an updated Exhibit A, revising floor numbering, building height, finishes, bathroom and kitchen fixtures, and several electrical system specifications, and attaches an updated architect's certification.

   • Floor numberings and unit designations revised to refer to marketing floors instead of construction floors
   • Overall building height updated
   • Finish materials updated in certain Apartments and Common Elements
   • Bathtub fittings and kitchen plumbing and appliances updated in certain Apartments
   • Electrical capacity of certain Apartments updated
   • Emergency power generator specification and load updated
   • Fire pump switch specification updated
   • Updated Certification of Architect attached as Exhibit B

Summarized from the amendments' text (scanned ones read with OCR); the filings themselves are on the Attorney General's site. 18 of 22 amendments summarized so far.