West Village Houses *

20. Amendment 20

    This amendment updates the sponsor and director disclosures, adds a 2018 tax-law risk notice and a reporting requirement, lists BRG-held apartments with a 13,615-share total, and attaches Exhibit B and WVH Housing Development Fund financial statements.

    • Board of directors list updated, naming seven directors including Daniel Benedict
    • Disclosed that Daniel Benedict, principal of BRG, is also a principal of the holders of unsold shares and/or Sponsor in properties where they own over 10%
    • Special risk notice added on the Tax Cuts and Jobs Act, effective January 1, 2018, advising purchasers to consult a tax professional
    • Reporting requirement effective for residential real estate transactions on or after November 17, 2018
    • Exhibit A lists BRG Apartments by address and apartment number, with a total of 13,615 shares
    • Exhibit B lists affiliated properties by address and file number
    • Exhibit C adds WVH Housing Development Fund Corporation financial statements for the years ended December 31, 2017 and 2016, with auditor's report dated February 27, 2018

19. Amendment 19 2017

    This amendment discloses that BRG West Village LLC owns 47 apartments (23,208 shares) that remain for sale, reports BRG's rent and maintenance figures as of July 1, 2017, lists the Corporation's officers and directors, and adds the 2016 financial statement and 2017 budget.

    • BRG West Village LLC owns 47 apartments (23,208 shares), which remain for sale subject to individual negotiation
    • As of July 1, 2017, BRG pays approximately $49,374 in monthly maintenance and charges subtenants approximately $46,383 in aggregate rent; 12 apartments were vacant
    • Any shortfall between BRG's maintenance and rents collected may be covered by rent increases, new leases, retained sale proceeds, or BRG's capital assets
    • BRG's shares and proprietary leases are not pledged to secure a loan
    • Officers and directors are listed; none are affiliated with BRG, so BRG does not control the board
    • Daniel Benedict, BRG's principal, is also a principal of unsold-share holders or sponsors owning over 10% in the Exhibit B properties, which are current on charges
    • Annexed are the Corporation's 2016 annual financial statement and 2017 budget, provided by AKAM Associates, Inc.
    • Hallway renovation and intercom installation are underway, paid from the Corporation's reserves

18. Amendment 18 2016

    This amendment discloses that BRG West Village LLC owns 48 apartments, reports a 4% maintenance increase effective January 1, 2016, and annexes the Corporation's 2015 financial statement and 2016 budget.

    • BRG West Village LLC owns 23,553 shares allocated to 48 apartments, which remain offered for sale subject to individual negotiation
    • Maintenance charges increased 4% effective January 1, 2016, to $2.09 per share per month
    • As of July 1, 2016, BRG pays aggregate maintenance of approximately $49,374 per month and charges subtenants aggregate rent of approximately $50,777; 10 apartments were vacant
    • BRG's shares and proprietary leases are not subject to any pledge
    • Board of Directors listed; Daniel Benedict is affiliated with BRG, but the Board is not controlled by BRG
    • Daniel Benedict is a principal of BRG and of the holders of unsold shares and/or Sponsor in the properties listed on Exhibit B
    • 2015 annual financial statement and 2016 budget annexed as Exhibit C
    • Hallway renovation began January 2016

17. Amendment 17 December 11, 2015

    This Seventeenth Amendment raises the offering price of the apartments owned by BRG West Village LLC to $3,500 per share and attaches an exhibit listing those apartments.

    • Offering price for BRG West Village LLC's apartments increased to $3,500 per share
    • Exhibit A lists the BRG-owned apartments, totaling 30,601 shares
    • No other material changes to the offering beyond the Plan and prior amendments

16. Amendment 16 September 11, 2015

    This amendment discloses that BRG West Village LLC owns 60 apartments in the cooperative, updates maintenance charges and rent figures, reports a paid-off loan, notes a related-party link, and attaches the Corporation's 2014 financials and 2015 budget.

    • BRG West Village LLC owns 60 apartments (30,601 shares), which remain for sale subject to individual negotiation
    • Maintenance increased effective January 1, 2015 by approximately 3.08% to $2.02 per share per month
    • As of August 1, 2015, BRG pays approximately $73,632 monthly maintenance and charges subtenants approximately $79,152 aggregate rent; two apartments were vacant
    • New York Community Bank loan secured by the apartments' shares and proprietary leases has been paid off, so they are no longer pledged
    • Daniel Benedict, BRG's principal, is also a principal of holders of unsold shares in listed properties, which are current on charges
    • Corporation's 2014 annual financial statement and 2015 budget annexed as Exhibit C
    • Only Daniel Benedict is BRG-affiliated among the officers and directors, so the board is not controlled by BRG

15. Amendment 15 September 18, 2014

    BRG West Village LLC, the holder of unsold shares, discloses its ownership of 66 apartments, the maintenance and rent figures for them, the bank pledge on those shares, and related board, financial and contract-of-sale information.

    • BRG West Village LLC owns 35,448 shares allocated to 66 apartments, offered for sale subject to individual negotiation
    • Maintenance increased 2.9% to $1.94 per share per month effective January 1, 2014
    • As of August 1, 2014, monthly maintenance on BRG apartments approximately $64,334 and monthly rent approximately $88,778; two apartments vacant
    • BRG apartment shares and proprietary leases remain pledged to New York Community Bank
    • Daniel Benedict, BRG's principal, is also a principal of holders of unsold shares in other listed properties
    • Daniel Benedict is the only director affiliated with BRG, so BRG does not control the board
    • Annexed: 2013 annual financial statement and 2014 budget
    • Annexed: revised Contract of Sale for BRG's sale of vacant apartments

14. Amendment 14

    This amendment revises the escrow and deposit rules, updates the unsold-share holder's terms and the Corporation's financial figures, and adds the revised Contract of Sale, litigation status, and director information.

    • Escrow agent named as Sonnenschein, Sherman & Deutsch LLP, with deposits held in a JP Morgan Chase escrow account
    • Purchaser may cancel if escrow deposit notice is not received within fifteen (15) business days after tender
    • 72 apartments (35,969 shares) owned by BRG West Village LLC offered subject to individual negotiation, with BRG reserving the right to negotiate contract terms
    • Maintenance is $1.8871665 per share per month as of August 1, 2013; approximately $67,880 monthly payable to the Corporation
    • Shares and proprietary leases remain pledged to New York Community Bank
    • Litigation from the 13th Amendment discontinued with prejudice as of March 4, 2013
    • Revised Contract of Sale attached as Exhibit D
    • 2012 annual financial statement, including the 2013 budget, attached as Exhibit C

13. Amendment 13 August 3, 2012

    This amendment discloses that BRG West Village LLC owns 77 unsold apartments it offers for sale on negotiable terms, and updates maintenance and rent figures, the bank pledge, a pending lawsuit, and reserve-funded repairs.

    • 77 apartments (38,288 shares) owned by BRG and offered for sale, with BRG free to negotiate contract terms such as financing contingencies and downpayment
    • Maintenance increased about 1% effective January 1, 2012, to $1.8871665 per share per month
    • As of June 1, 2012, BRG's monthly maintenance is approximately $84,777 and subtenant rent approximately $96,811; two apartments were vacant
    • Any shortfall between BRG's maintenance and rents to be covered from retained sale proceeds or BRG's capital assets
    • Shares and proprietary leases remain pledged to New York Community Bank
    • Shareholders served a Summons with Notice seeking to invalidate the share allocations (Index No. 650717/2012); the Complaint has not yet been received
    • Daniel Benedict, BRG's principal, is also a principal of holders of unsold shares in other listed cooperatives; the Board is not controlled by BRG
    • Roof replacement (approx. $102,627), waterproofing (approx. $7,077), sprinkler system (approx. $3,450) and stair replacement (approx. $12,557) paid from reserves

12. Amendment 12 July 11, 2011

    BRG West Village LLC, the investor, owns 81 unsold apartments (40,510 shares) that remain for sale subject to individual negotiation, and the amendment updates maintenance, rent, pledge, and financial disclosures for the West Village Houses cooperative.

    • 81 apartments (40,510 shares) owned by BRG West Village LLC are offered for sale, subject to individual negotiation
    • BRG reserves the right to negotiate contract terms, including financing contingencies, downpayment, taxes, cancellation rights, and maintenance rebate
    • Shares and proprietary leases of the apartments remain pledged to New York Community Bank
    • Maintenance increased 1% effective January 1, 2011, to $1.89 per share per month
    • As of June 1, 2011, monthly maintenance payable on BRG apartments was approximately $76,373 and monthly subtenant rent was approximately $96,170
    • Two apartments were vacant as of June 1, 2011
    • Daniel Benedict, BRG's principal, is also a principal of holders of unsold shares in other listed cooperatives
    • Attaches the 2010 annual financial statement (Exhibit C) and the 2011 budget (Exhibit D)

11. Amendment 11 June 15, 2010

    This amendment updates BRG's unsold apartments and their pricing, a May 2010 maintenance cut with separate electricity billing, pledged shares, capital improvements, and a rent-regulation disclosure for the West Village Houses cooperative.

    • BRG's 85 unsold apartments (42,363 shares) offered at $2,500 per share, subject to individual negotiation
    • Effective May 1, 2010, maintenance reduced by approximately 20%; electricity no longer included and billed by usage
    • Maintenance is $1.85 per share per month as of May 1, 2010
    • Shares and proprietary leases of the BRG apartments remain pledged to New York Community Bank
    • New master electrical meter installed at approximately $425,000 from reserves; NYSERDA to refund approximately $252,000 ($126,000 received to date)
    • Roberts v. Tishman Speyer rent-regulation disclosure; BRG believes it does not apply and buyers of occupied units should consult counsel
    • As of June 1, 2010, monthly maintenance approximately $78,372 and monthly subtenant rent approximately $101,906.25; one apartment vacant
    • 2009 annual financial statement with 2010 forecast added as Exhibit B

10. Amendment 10 June 16, 2009

    The amendment updates the status of 91 apartments (45,601 shares) owned by BRG West Village LLC, which are offered for sale at $2,500 per share, and reports 2009 maintenance, budget, financial, and capital improvement information.

    • 91 BRG-owned apartments (45,601 shares) continue to be offered; unrestricted vacant ones at $2,500 per share, subject to individual negotiation
    • BRG reserves the right to negotiate all terms of contracts of sale, including financing contingencies, downpayment, and cancellation rights
    • Maintenance increased to $2.265 per share per month as of January 1, 2009
    • Shares and proprietary leases of the BRG apartments are pledged to New York Community Bank
    • Apartment Corporation's 2009 budget attached as Exhibit B; 2007 and 2008 financial statements attached as Exhibit C
    • Capital improvements since the last amendment listed, including a new roofing system for $149,000, paid from the Corporation's reserves
    • Officers and directors listed; Board is not controlled by BRG, the Sponsor, or holders of Unsold Shares
    • Daniel Benedict, principal of BRG, is also a principal of holders of unsold shares in other listed cooperatives

9. Amendment 9 May 19, 2008

   BRG West Village LLC discloses that it owns the shares for 96 apartments, which it offers for sale at $2,500 per share with room to negotiate terms, and the amendment updates maintenance, the 2008 budget, and related-party and board information.

   • BRG reserves the right to negotiate all contract of sale terms, including financing contingencies, downpayment, and cancellation rights
   • Unrestricted vacant BRG Apartments offered at $2,500 per share, subject to individual negotiation
   • Shares and proprietary leases of the Apartments pledged to New York Community Bank
   • Maintenance increased to $2.125 per share per month as of January 1, 2008
   • As of April 1, 2008, monthly maintenance approximately $101,409 and monthly subtenant rent approximately $108,087; one apartment vacant
   • 2008 Operating Budget attached as Exhibit B; the Corporation has not provided its 2007 annual financial statement
   • Daniel Benedict, BRG's principal, is also a principal of holders of unsold shares in other cooperatives
   • Only two of the seven officers and directors are affiliated with BRG, the Sponsor, or holders of Unsold Shares

8. Amendment 8 APRIL 22, 2008

   This amendment reclassifies one rental apartment, Apartment 4A at 115 Morton Street, as a Vacant Apartment and offers it for sale at $750,000.

   • Apartment 4A at 115 Morton Street changed from a Rental Apartment to a Vacant Apartment and offered for sale
   • Purchase price for Apartment 4A set at $750,000
   • Apartment 4A: 2 bedrooms, 1 bathroom, 845 shares allocated, monthly maintenance $884.08
   • Procedure to Purchase in Section 4(b) of the Third Amendment applies to this Vacant Apartment
   • Offering Plan incorporated by reference, with no other material changes stated

7. Amendment 7 December 6, 2006

   BRG West Village LLC bought 99 apartments' shares from the sponsor and became successor sponsor for those units only, and this amendment discloses its background, offering terms, loan, finances, and escrow arrangements for those units.

   • BRG West Village LLC became successor sponsor for 99 apartments (48,962 shares) bought March 28, 2007
   • BRG Apartments offered for sale at $2,500 per share, subject to individual negotiation
   • Shares and leases for BRG Apartments pledged to New York Community Bank for a $20,620,000 loan at 6.25%, maturing April 1, 2017
   • Current monthly loan payment stated as $107,395.83
   • Downpayment escrow terms replaced for BRG Apartments: funds held by Sonnenschein, Sherman & Deutsch, LLP as escrow agent
   • Budget for 2007 and first annual financial statement (March 9, 2006 to December 31, 2006) attached as exhibits

6. Amendment 6 March 7, 2007

   This Sixth Amendment reclassifies Apartment 2B at 618 Washington Street from a rental apartment to a vacant apartment offered for sale at $755,000, and reports the reserve and working capital fund balances as of January 1, 2007.

   • Apartment 2B at 618 Washington Street changed from Rental Apartment to Vacant Apartment and offered for sale at $755,000
   • That apartment has 348 shares allocated and monthly maintenance of $739.50
   • Sale follows the Procedure to Purchase in Section 4(b) of the Third Amendment for Vacant Apartments
   • General Reserve Account balance as of January 1, 2007: $6,034,582.63
   • Minimum Operating Reserve Account balance as of January 1, 2007: $432,353.28
   • Working Capital Fund Account balance as of January 1, 2007: $8,592,037.81

5. Amendment 5 January 23, 2007

   This amendment lets the Investor sell certain rent-regulated apartments to buyers who are not Named Tenants under set conditions, discloses a pending tenant lawsuit, reports reserve fund balances as of January 1, 2007, and limits use of the plan to six months from the amendment's filing date.

   • Contractually Regulated Rental Apartments may be sold to natural persons who are not Named Tenants, if at least one Named Tenant is in the purchaser group, the group meets the Purchaser Income Restriction, and each non-member Named Tenant consents in writing
   • West Village Houses Renters Union lawsuit disclosed (Index No. 118482/06, Supreme Court, New York County); complaint served January 16, 2007; seeks declarations that the plaintiffs' apartments are rent-regulated and that they may remain in possession, plus attorneys' fees
   • No responsive pleading served yet; Investor believes all causes of action are without merit and intends to defend vigorously
   • Reserve and working capital balances as of January 1, 2007: General Reserve Account $6,034,582.63; Minimum Operating Reserve Account $432,353.28; Working Capital Fund Account $8,592,037.81
   • Offering Plan may not be used after six (6) months from the Filing Date of this Fifth Amendment, unless further extended or amended

4. Amendment 4 May 2, 2006

   This amendment offers Apartment 1B at 156 Bank Street for sale as a Vacant Apartment at a purchase price of $670,000, reports the Reserve Fund balance as of April 1, 2006, and limits use of the plan to twelve months from the Filing Date of this amendment.

   • Apartment 1B at 156 Bank Street reclassified from Rental Apartment to Vacant Apartment and offered for sale at $670,000
   • Definition of "Vacant Apartment" amended to include an Investor Apartment that was vacant on the Conversion Date or became vacant after being an occupied Rental Apartment
   • Apartment 1B exhibit lists 1.0 bath, 332 allocated shares and monthly maintenance of 705.50
   • Reserve Fund balance stated as $6,000,000 as of April 1, 2006, held at A. G. Edwards & Sons, Inc., Garden City, NY
   • Offering Plan may not be used after twelve (12) months from the Filing Date of this Fourth Amendment, unless further extended or amended

3. Amendment 3 March 22, 2006

   This amendment reports that on March 9, 2006 legal title to the building passed from WVH Holdings LLC to the Apartment Corporation, that West Village Associates Limited Partnership bought 167 apartments' shares and became successor sponsor for the vacant and rental apartments, and that it took over the sale-pending purchase agreements.

   • West Village Associates Limited Partnership (Investor) bought 79,075 shares allocated to 167 Investor Apartments on the March 9, 2006 Conversion Date
   • Investor is successor sponsor only for Vacant Apartments and Rental Apartments
   • Purchase agreements for Sale Pending Apartments were assigned to Investor, with buyers looking to the Apartment Corporation for pre-assignment claims
   • If a Sale Pending buyer fails to close, the apartment becomes a Contractually Regulated or Unregulated Rental Apartment
   • Lease offers were mailed March 10, 2006; the 90-Day Lease Offer Period expires June 7, 2006
   • Aggregate monthly maintenance payable by Investor is approximately $168,035
   • Investor's sole general partner is RAQZ LLC; Jeffrey P. Cohen is the principal
   • Investor makes no representation about agreements to which it is not a party

2. Amendment 2 January 18, 2006

   This second amendment declares the plan effective on January 13, 2006, lets the cooperative collect a reserve from buyers who finance their purchase, and ends the sponsor's obligation to post subscription statements.

   • Cooperative may collect at pre-closing a reserve from financed buyers of up to two months' initial loan interest, to cover any shortfall on the Conversion Date; reserve earns no interest and any excess is returned after the Conversion Date
   • Plan declared effective January 13, 2006
   • Earliest Exclusive Period Expiration Date is February 3, 2006
   • Purchase agreements for approximately 53% of units accepted as of the Effective Date
   • Sponsor no longer required to post subscription percentage statements, but may still do so at its discretion
   • Sponsor reserves the right to amend the plan further

1. Amendment 1 January 11, 2006

   This amendment confirms the Plan's November 29, 2005 filing date, warns that the Plan's financing and closing deadlines of February 28 and March 31, 2006 must be met, adds conditions for letting non-tenant spouses and registered domestic partners buy units, and permits up to two Exchange Assignments of purchase agreements.

   • Plan filing date stated as November 29, 2005
   • Closings of a Majority of Shares must occur by February 28, 2006 to keep the New Financing interest rate
   • Contract of Sale Outside Closing Date is no later than March 31, 2006
   • As of January 3, 2006, purchase agreements covered about 83,860 shares (approximately 42% of 200,000); at least 100,001 shares are needed
   • Target Pre-Closing Period: week of February 6, 2006 through week of February 20, 2006
   • If the deadline is missed, a higher New Financing rate may raise projected maintenance by $0.80 per share per year for each 0.5% increase
   • Spouses or registered domestic partners of Eligible Tenants may be added as additional purchasers, with conditions, per HPD letter dated December 9, 2005
   • A purchaser may take part in up to two Exchange Assignments (modifies page 141 of the Plan)

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