Independent Lic Owners Corp.

17. Amendment 17

    This Seventeenth Amendment replaces the escrow bank name with Flagstar Bank, N.A. (following Flagstar's buyout of Signature Bank) and updates Schedule A with current purchase prices for apartments offered for sale.

    • Escrow Bank Signature Bank is now part of "Flagstar Bank, N.A."; all Plan references to Escrow Bank are deemed to mean Flagstar Bank, N.A.
    • Deposits continue to be held in the escrow account at 261 Madison Avenue, New York, NY 10016
    • Escrow Bank interest rate is approximately 0.20%, subject to change by the Escrow Bank; Sponsor gives no guarantee of the rate
    • Schedule A updated: 3A $549,000; 12A $999,000; 12B $699,000; PHA $1,395,000
    • Maintenance charges shown in Schedule A are $6.0251/Share/Month ($72.3011/Share/Annual)

16. Amendment 16

    This Sixteenth Amendment offers unsold apartments at Schedule A prices, attaches 2021 audited financial statements, notes the 2023 budget is not yet available, extends the Adjusted Sponsor Maintenance Payment period, lists the Cooperative Board, adds a FinCEN reporting disclosure, and extends the Plan's term.

    • Unsold apartments offered at Schedule A prices: 3A $599,000; 12A $999,000; 12B $699,000; PHA $1,395,000
    • Adjusted Sponsor Maintenance Payment period extended if the Purchase Agreement is executed within twelve (12) months from the Filing date of this Amendment
    • 2023 Cooperative Budget not yet available; Cooperative continues under the Fifteenth Amendment budget
    • 2021 audited financial statements attached as Exhibit B
    • Cooperative Board listed: Chris Ellis (President), Melissa Nguyen (Vice President, affiliated with Sponsor), Pascal Mensah (Secretary/Treasurer)
    • FinCEN Geographic Targeting Order disclosure added: $300,000 reporting threshold; order in effect until April 24, 2023
    • Sponsor owns fewer than ten percent (10%) of Apartments, so no Sponsor financial disclosure is made
    • Term of the Plan extended

15. Amendment 15

    This fifteenth amendment offers the remaining unsold apartments for sale at the Schedule A prices, attaches the 2020 financial statements and 2022 budget, updates sponsor, board, and tax-law disclosures, and extends the adjusted sponsor maintenance payment period.

    • Offers the unsold apartments for sale at the purchase prices in Schedule A (Exhibit A)
    • Extends the Adjusted Sponsor Maintenance Payment period to 12 months from the Filing Date, if the Purchase Agreement is executed within that time
    • Updates the 2022 Cooperative Budget (Exhibit C), adopted for the year beginning January 1, 2022
    • Attaches the audited 2020 financial statements (Exhibit B); 2021 statements not yet available
    • Sponsor disclosures as of March 28, 2022: 36 apartments sold, 12 unsold; sponsor's Sterling National Bank loan outstanding balance $4,160,041, expiring October 1, 2022
    • Working Capital Account of approximately $76,429 on deposit with BankUnited as of March 28, 2022
    • Board lists Chris Ellis (President), Melissa Nguyen (Vice President, affiliated with Sponsor), and Pascal Mensah (Secretary/Treasurer)
    • Tax law update: for purchase agreements after April 1, 2021, State Transfer Tax and Mansion Tax are calculated on the price plus RPT Tax and Sponsor Closing Fees only (Tax Law Section 1404(a), effective July 1, 2021)

14. Amendment 14

    The amendment extends the Adjusted Sponsor's Maintenance Payment period, which was set to expire on September 6, 2021, for purchasers who sign a Purchase Agreement within ninety (90) days of that date.

    • Adjusted Sponsor's Maintenance Payment period extended beyond September 6, 2021, for purchasers who execute a Purchase Agreement within ninety (90) days of September 6, 2021
    • Extended payment to appear as a credit to Purchaser on the closing statement and in a rider to the Purchase Agreement
    • Sponsor makes no representation whether it will further extend the Adjusted Sponsor Maintenance Payment Period

13. Amendment 13

    This amendment reduces the Sponsor's Maintenance Payment for unsold apartments from two years of Maintenance Charges to one year, for purchase agreements signed within 90 days of the Amendment's Filing Date.

    • Sponsor's Maintenance Payment for unsold apartments reduced from two years to one year of Maintenance Charges
    • Adjusted payment applies only to fully executed Purchase Agreements signed within 90 days of the Amendment's Filing Date and paid with the required Deposit
    • Adjusted payment appears as a credit to the Purchaser on the closing statement and in a rider to the Purchase Agreement
    • Sponsor makes no representation about whether it will extend the adjusted payment period
    • The prior Sponsor Maintenance Payment period, disclosed in the Twelfth Amendment, expired April 26, 2021

12. Amendment 12

    This Twelfth Amendment offers buyers of unsold apartments up to two years of maintenance charges paid at closing, replaces Schedule A with updated purchase prices, and adds a FinCEN geographic targeting order disclosure.

    • Sponsor offers to pay up to two (2) years of Maintenance Charges at Closing of Title for purchasers who sign a Purchase Agreement within ninety (90) days of the Filing Date of this Amendment and pay the required Deposit
    • Sponsor makes no representation whether it will extend the Sponsor Maintenance Payment Period
    • Schedule A updated to reflect current Purchase Prices for Apartments offered for sale (48 apartments, total $33,149,000)
    • FinCEN disclosure added: reporting threshold of $300,000 at Filing Date, subject to change
    • FinCEN Geographic Targeting Order stated to remain in effect until May 4, 2021, subject to further extension
    • Purchasers using non-financed funds for a covered transaction must deliver required FinCEN documents at Closing; failure is an Event of Default

11. Amendment 11

    This Eleventh Amendment offers the Sponsor's unsold apartments for sale at the Schedule A prices, updates the Cooperative's financial, board and Sponsor disclosures as of October 1, 2020, and extends the Plan's term.

    • Sponsor offers unsold apartments for sale at the purchase prices in Schedule A (Exhibit A); the schedule text is cut off after apartment 11A
    • Sponsor has sold 19 apartments; 29 remain unsold (as of October 1, 2020)
    • Sponsor's loan from Sterling National Bank has an outstanding balance of $13,362,656 and expires March 1, 2021
    • Working Capital Account of approximately $55,732 on deposit with BankUnited (as of October 1, 2020)
    • Board members listed: William Bossin (President), Peter Andreson (Vice President), Chris Jessip (Secretary/Treasurer); all are affiliated with Sponsor, which controls the Board until the earlier of March 11, 2022, 50% of shares closed, or Sponsor's earlier relinquishment
    • Audited financial statements for the First Year of Cooperative Operation are not yet available; the Cooperative continues under the First Year budget in the Ninth Amendment
    • FinCEN reporting threshold stated as $300,000, with the Geographic Targeting Order in effect until November 5, 2020
    • This Amendment extends the term of the Plan (no new end date is printed)

10. Amendment 10

    This Tenth Amendment reports that the cooperative conversion and first closing occurred in March 2020, updates sponsor finances, board control and unsold-apartment prices, and offers a closing-cost incentive for certain 2-bedroom purchases.

    • Cooperative conversion took place March 11, 2020, and First Closing (Apartment 6E) occurred March 18, 2020
    • Sponsor offers up to $25,000 in closing costs for the next two purchasers of unsold 2-bedroom Apartments, with Purchase Agreements executed July 1, 2020 through September 30, 2020
    • Purchase prices for unsold Apartments are set out in Schedule A (the schedule is cut off in the text provided)
    • Sponsor's Loan from Sterling National Bank has an outstanding balance of $17,995,272 and expires March 1, 2021
    • Sponsor has sold 10 Apartments and 38 remain unsold, as of June 1, 2020
    • Net closing adjustments of $18,104.37 owed to Sponsor under an interest-free note due on the first anniversary of the Cooperative Closing
    • Each purchaser reimburses Sponsor $7.32 per share for the $73,155 leasehold title insurance premium
    • Sponsor controls the Cooperative Board until the earlier of March 11, 2022, the 50% sales closing, or Sponsor's election to relinquish control

9. Amendment 9

   This amendment revises the First Year's Budget to lower the Cooperative's insurance coverage amounts, based on a new insurance letter, and extends the term of the Plan.

   • Real & Personal Property/Business coverage reduced from $100,000,000 to $18,000,000
   • Umbrella Liability - Aggregate coverage reduced from $200,000,000 to $5,000,000
   • Coverage revised based on a new insurance letter dated February 20, 2020 from Willis Towers Watson, replacing a blanket policy covering Sponsor's ongoing projects
   • First Year's Budget updated, covering April 1, 2020 - March 31, 2021, with projected insurance premium of $30,000
   • Updated Certification of Budget Expert annexed as Exhibit B
   • All other insurance coverages in the First Year's Budget remain the same
   • Term of the Plan extended

8. Amendment 8 February 14, 2020

   This Eighth Amendment changes the purchase prices of three unsold apartments (2A, 3D and 6D) and states that there are no other material changes.

   • Purchase price of Apartment 2A set at $600,000
   • Purchase price of Apartment 3D set at $645,000
   • Purchase price of Apartment 6D set at $500,000

7. Amendment 7

   This amendment declares the plan effective after 13 purchase agreements (27% of 48 apartments), adds a FinCEN reporting disclosure, and extends the plan.

   • Plan declared effective based on 13 purchase agreements from bona fide purchasers, representing 27% of the 48 apartments offered
   • Affidavit supporting effectiveness added as Exhibit A
   • FinCEN Geographic Targeting Order disclosure added: reporting threshold stated as $300,000, order in effect until May 9, 2020
   • Purchasers in covered transactions must deliver required documents to the title company at closing; failure is an Event of Default
   • Schedule of the 13 apartments sold to bona fide purchasers, with purchase agreement dates, added
   • Plan term extended (no new dates stated)

6. Amendment 6

   This amendment adds a "Share Lender" definition and a new By-Laws Article XIV giving lenders who hold a loan secured by a shareholder's shares notice, cure, and approval rights.

   • Adds a definition of "Share Lender" (a lender who has loaned money to a Shareholder secured by that Shareholder's Shares)
   • Board must notify Share Lenders of condemnation, uninsured or insured losses affecting their security, and lapses in Cooperative insurance
   • Board must notify Share Lenders of a failure to maintain IRS Code Section 216 eligibility
   • Board must notify Share Lenders of 30-day Cooperative payment delinquencies on a blanket mortgage, real estate taxes, or Ground Lease payments
   • Board must notify Share Lenders of proposed actions needing a majority of Share Lender-held Shares that would adversely affect them
   • Board must notify Share Lenders of a 90-day Shareholder delinquency in Maintenance Charges or other carrying charges
   • Share Lenders may cure a Shareholder's Maintenance Charge defaults during the Shareholder's cure period
   • Share Lenders get 30 days to review and approve certain surrenders, subleases, further pledges or mortgages, and changes to ownership forms or construction, expansion, or termination; approval not to be unreasonably withheld, conditioned, or delayed

5. Amendment 5 November 15, 2019

   The amendment changes the purchase prices of four unsold apartments (3C, SD, 6C and 8A) in the Independent LIC Owners Corp. offering plan.

   • Purchase price of Apartment 3C set at $610,000
   • Purchase price of Apartment SD set at $440,000
   • Purchase price of Apartment 6C set at $455,000
   • Purchase price of Apartment 8A set at $1,100,000

3. Amendment 3

   The OCR text contains no readable words, so no changes to the plan can be identified.

2. Amendment 2

   The amendment adds a sponsor offer to pay specified closing costs at closing for the first eight purchasers who sign a fully executed Purchase Agreement, credited on the closing statement.

   • Sponsor pays closing costs for the first eight Purchasers who sign a fully executed Purchase Agreement, credited to the Purchaser at closing
   • Sponsor pays New York City and New York State transfer taxes and Mansion Tax
   • Sponsor pays Purchaser's lender costs up to $2,000, as applicable
   • Sponsor prepays 1st months' Maintenance and pays Working Capital Contribution (2 months' Maintenance attributable to the Apartment)
   • Sponsor pays title insurance of $10.86 per share appurtenant to the Apartment
   • Sponsor pays Purchaser's legal fee up to $2,000, based on a detailed invoice from Purchaser's attorney
   • Sponsor makes no representation that the offer extends beyond the eighth Purchaser
   • Sponsor will amend the Plan when the eighth Purchaser signs a fully executed Purchase Agreement

1. Amendment 1 July 1, 2019

   This amendment replaces Schedule A with updated purchase prices for the units offered for sale, along with projected first-year figures for the cooperative.

   • Schedule A replaced with updated purchase prices for the units offered for sale
   • Total purchase price of the 48 listed units: $35,875,000
   • Projected first year of cooperative operation: April 1, 2020-March 31, 2021
   • Estimated monthly maintenance charges and annual maintenance and income tax deduction figures listed for each unit

Summarized from the amendments' text (scanned ones read with OCR); the filings themselves are on the Attorney General's site. 16 of 17 amendments summarized so far.