495 East 7th Street *

Amendment 28 Nov 17, 2010

The amendment updates the sponsor's financial disclosures and unsold-share holdings, attaches the 2009 certified financial statements and the 2010 operating budget (with a 3.5% maintenance increase and two assessments), and adds a J-51 tax abatement disclosure.

• Maintenance increased 3.5% in the 2010 operating budget
• Maximum offering price for unsold units is $416,850 (Apartment 7-L)
• New Sponsor Arbern 415-495 L.L.C. owns 8,952 shares (12.34%) allocated to 10 apartments
• 1.5% utility assessment payable January through December, 2010
• Assessment of $.4843362 per share payable July, 2010
• Certified financial statements for year ending December 31, 2009 attached as Exhibit C
• J-51 disclosure: corporation has never received J-51 tax benefits; any future application requires a plan amendment

Amendment 27 2009

This amendment discloses the sponsor's unsold-share holdings and prices, adds the 2008 certified financial statement and the 2009 operating budget with a 5.5% maintenance increase and per-share assessments, and updates the Board's composition.

• New Sponsor Arbern 415-495 L.L.C. owns 8,952 shares (ten apartments), 12.34% of building shares, with aggregate monthly maintenance of $5,582.67
• Maximum offering price for unsold units is $416,850.00 (Apartment 7-L)
• New Sponsor's unsold shares are not subject to a financing commitment
• 2009 budget includes a 5.5% maintenance increase
• $.439 per share supplemental utilities surcharge paid over nine months (March 1-December 31, 2009)
• $.133668 per share assessment payable April 1, 2009 through June 1, 2009; NYC Tax Abatement and STAR may offset it for eligible resident shareholders
• Sponsor relinquished Board control in May 1990; Board members listed
• Certified financial statement for year ending December 31, 2008 annexed

Amendment 26 Oct 14, 2008

This amendment updates the sponsor's unsold-share disclosures, moves the escrow account to HSBC Bank, and limits the contract's financing contingency to two named lenders.

• Financing contingency limited to Citibank N.A. (or CitiMortgage) and JPMorgan Chase Bank, N.A. (or Chase Mortgage); Bank of New York and Washington Mutual Bank removed
• Unsold shares owned by New Sponsor are not subject to a financing commitment
• Escrowee moved to HSBC Bank, 950 Third Avenue, New York, NY
• Maximum offering price for unsold units is $416,850 (Apartment 7-L)
• New Sponsor owns 10,402 shares (14.34%) allocated to 12 apartments; Exhibit A lists unsold shares
• New Sponsor's aggregate monthly maintenance is $6,148.75 ($.5911 per share); aggregate monthly rents are $8,055.65
• Certified financial statements for year ending December 31, 2007 attached as Exhibit C
• No 2009 budget approved as of submission; 2008 budget was attached to the Twenty-Fifth Amendment

Amendment 25 2007

This amendment raises prices for unsold apartments, increases maintenance and levies per-share assessments for 2007 and 2008, adds an escrow agent paragraph, and updates New Sponsor financial disclosures.

• Prices of unsold studio and junior one-bedroom apartments raised to $200.00 per share
• Prices of unsold one-bedroom apartments raised to $275.00 per share, except the "C" line at $250.00 per share
• Price of unsold two-bedroom apartment (7-L) raised to $340.00 per share
• Monthly maintenance increased 7% effective March 1, 2007
• $.59 per share assessment effective March 1, 2007, payable over four months through June 30, 2007
• Monthly maintenance increased 2.5% effective January 1, 2008, plus $.25 and $.55 per share assessments effective January 1, 2008
• New Sponsor's aggregate monthly maintenance will be $7,209.79 ($.5911 per share) as of January 1, 2008
• Escrow Agreement revised with new Paragraph 5.3 limiting the escrow agent's liability and adding an indemnity

Amendment 24 Nov 1, 2006

This amendment updates the 495 East 7th Street co-op plan with New Sponsor financial disclosures, 2005 certified financial statements, the 2006 operating budget, and a new sale price schedule for remaining unsold units.

• Sale price schedule for remaining unsold units attached as Exhibit D, with price increases shown in bold
• New Sponsor Arbern 415-495 L.L.C. owns 15,360 shares (18 apartments), 21.18% of building shares
• Maximum offering price for unsold units is $327,525.00 (Apartment 7-L)
• New Sponsor's monthly maintenance on its shares is $8,278.50 ($.538965 per share)
• New Sponsor's aggregate monthly rents from its units are $10,974.42
• New Sponsor's unsold shares are not subject to a financing commitment
• 2006 operating budget attached as Exhibit C, prepared by managing agent TKR Property Services, Inc.
• Certified financial statements for the year ending December 31, 2005 attached as Exhibit B

Amendment 23 2005

This amendment updates the financial disclosures of New Sponsor Arbern 415-495 L.L.C., which owns 21 unsold apartments (25.38% of the building's shares), and adds 2004 and 2003 certified financial statements, a 2005 operating budget, and a new managing agent, TKR Property Services.

• New Sponsor owns 18,404 shares allocated to 21 apartments, 25.38% of total building shares
• Maximum offering price for unsold units (Apartments 7-F & 7-L) is $327,525.00
• New Sponsor's aggregate monthly maintenance for its shares is $9,184.36 ($.49904148 per share)
• New Sponsor's aggregate monthly rents from tenants are $13,403.77
• New Sponsor's unsold shares are not subject to a financing commitment
• Certified financial statements for years ending December 31, 2004 and 2003 enclosed as Exhibit B
• 2005 operating budget adopted by the Board attached as Exhibit C
• TKR Property Services retained as Managing Agent as of April 1, 2005

Amendment 22 Mar 16, 2005

This price-change-only amendment raises the per-share prices of remaining unsold one- and two-bedroom apartments, keeps B-line and first-floor units at $125 per share, and attaches Schedule A listing the affected units and their new prices.

• Remaining one bedroom apartments raised from $160 per share to $210 per share
• A line one bedroom apartments raised from $125 per share to $150 per share
• Remaining two bedroom apartments raised from $220 per share to $275 per share
• B line and first floor apartments remain at $125 per share
• Schedule A lists the unsold units and their price adjustments
• No other material changes to the Offering Plan

Amendment 21 Nov 23, 2004

This amendment records the transfer of the unsold shares to a new sponsor, Arbern 415-495 L.L.C., updates the sponsor's share, maintenance and rent figures, sets a maximum price for unsold units, revises the contract of sale, and includes the 2003 financial statements and 2004 operating budget.

• Unsold shares transferred on September 1, 2000 from Arbern Realty Company to Arbern 415-495 L.L.C. (New Sponsor)
• New Sponsor owns 24,643 shares allocated to 29 apartments, 33.98% of total shares
• Maximum offering price for unsold units is $262,020.00 (Apartments 7-F & 7-L)
• Monthly maintenance on New Sponsor's shares is $12,297.88 ($.49904148 per share)
• Purchasers must pay New York City Real Property Tax (presently 1% if price is under $500,000) and New York State Transfer Tax (presently .4%), with the price grossed up
• Revised Contract of Sale requires a 10% downpayment held in escrow until closing
• Certified financial statements for the year ending December 31, 2003 enclosed as Exhibit C
• 2004 operating budget adopted by the Board, prepared by managing agent Jonas Equities, Inc. (Exhibit E)

Amendment 20 Nov 12, 2004

This price-only amendment raises the per-share prices of remaining one-bedroom (excluding "A" line) and two-bedroom apartments, while studios and "A" line apartments stay at $125.00 per share.

• Price per share of remaining one-bedroom apartments (excluding "A" line) raised from $125.00 to $160.00
• Price per share of remaining two-bedroom apartments raised from $175 to $220
• Studio and "A" line apartments remain at $125.00 per share
• Schedule A lists the affected apartments; scheduled totals shown as $3,255,425.00 old and $3,794,015.00 new
• No other material changes to the Offering Plan

Amendment 19 Feb 23, 2004

This price-change amendment raises the per-share purchase price of three unsold apartments (5F, 7F and 7L) from $125.00 to $175.00 and makes no other material changes to the plan.

• Purchase price per share raised from $125.00 to $175.00 for certain unsold apartments
• Apartment 5F (1119 shares) now $195,825.00
• Apartment 7F (1191 shares) now $208,425.00
• Apartment 7L (1191 shares) now $208,425.00
• No other material changes to the Offering Plan

Amendment 18 Nov 17, 2003

This Eighteenth Amendment raises the price per share of unsold units from $84.00 to $125.00 and adds updated Sponsor financial disclosures, a rent roll, and the corporation's 2002 financial statements.

• Purchase price per share of unsold units raised from $84.00 to $125.00; unit-by-unit prices are on Schedule A
• Sponsor owns 29,296 shares allocated to 34 apartments, 40.4% of building shares
• Sponsor's aggregate monthly maintenance on its shares is $14,619.92
• Sponsor's unsold shares are not subject to a financing commitment
• Sponsor states it is current on all financial obligations under the Plan
• Sponsor relinquished control of the Board of Directors in May 1990
• Rent roll of Sponsor-owned units as of August 1, 2003 enclosed
• Certified financial statements for the year ended December 31, 2002 enclosed

Amendment 17 Jun 18, 2002

This annual financial disclosure amendment reports the sponsor's unsold-share holdings, rents, maintenance payments, lender arrangement, and certified 2001 financial statements for 495 East 7th Street.

• Holder of unsold shares owns 38,471 shares (53.05% of building shares) allocated to 44 apartments
• Maximum offering price for unsold units is $100,044.00 (Apartments 7-F & 7-L)
• Aggregate monthly rents from holder of unsold shares' units are $26,788.00; current rent roll annexed as Exhibit A
• Aggregate monthly maintenance on unsold shares is $17,141.63
• JP Morgan Chase Bank and CitiMortgage, N.A. agreed for now to lend to purchasers regardless of sponsor-owned percentage; not binding, and either bank may withdraw at any time
• Certified financial statements for the year ending December 31, 2001 annexed as Exhibit C
• Exhibit B lists other buildings where the sponsor or its principal owns more than 10% of shares
• Sponsor relinquished control of the Board of Directors in May 1990

Amendment 16 Jun 18, 2001

This amendment adds the Sponsor's financial disclosures for 495 East 7th Street, including its share holdings, maintenance and rent figures, a maximum offering price of $100,044.00 for unsold units, and the 1999 certified financial statements.

• Sponsor owns 43,124 shares (59.47% of building shares), allocated to 50 apartments
• Sponsor's aggregate monthly maintenance on its shares is $19,214.88
• Maximum offering price for unsold units is $100,044.00
• Sponsor's aggregate monthly rents from tenants of its units are $31,386.05; current rent roll enclosed
• Sponsor states it is current on all Plan financial obligations; apart from maintenance, none fall due to the corporation within twelve months
• Certified financial statements for the year ending December 31, 1999 enclosed
• Sponsor relinquished control of the Board of Directors in May, 1990
• Exhibit A lists other buildings where the Sponsor or its principal holds more than 10% of shares

Amendment 15 May 22, 2000

This amendment updates the financial disclosures for the 495 East 7th Street cooperative offering plan, covering the sponsor's unsold shares, its maintenance and rent figures, two unit sales, and the 1997 and 1998 financial statements, and states that there are no other material changes to the plan.

• Sponsor owns 54,549 shares allocated to 63 apartments, 75.22% of total building shares
• Maximum offering price for unsold units is $113,484.00
• Sponsor's aggregate monthly maintenance for its shares is $23,148.14, or $.424355 per share
• Aggregate monthly rents from Sponsor-owned units are $37,278.26
• Two unit sales since April 14, 1999: 4G closed in August, 1999; Unit SD contract executed March 22, 2000, closed April 26, 2000
• Unsold shares owned by Sponsor are not subject to a financing commitment
• Certified financial statements for the years ending December 31, 1997 and 1998 are enclosed
• Sponsor relinquished control of the Board of Directors in May, 1990

Amendment 14 Apr 14, 1999

This amendment adds financial disclosures about the Sponsor's unsold shares, maintenance and rental figures, and encloses the Apartment Corporation's 1996 and 1997 certified financial statements.

• Sponsor owns 56,176 shares allocated to 64 apartments, 77% of total building shares
• Sponsor's aggregate monthly maintenance payable is $22,921.00
• Aggregate monthly rents from Sponsor-owned units are $38,202.02; current rent roll enclosed
• Sponsor's unsold shares are not subject to a financing commitment
• Certified financial statements for years ending December 31, 1996 and 1997 enclosed
• Apartment Corporation has no financial obligations due within 12 months other than Sponsor's maintenance payments
• Sponsor relinquished control of the Board of Directors in May, 1990

Amendment 13 Mar 23, 1998

This amendment adds financial disclosures about the sponsor's unsold shares, rent and maintenance, and enclosed 1995 and 1996 financial statements for 495 East 7th Street Corporation.

• Sponsor owns 56,892 shares (66 apartments), 78.45% of the building's shares
• Sponsor's aggregate monthly maintenance on its shares is $23,392.00
• Monthly rents from tenants of sponsor-owned units total $38,000, with a current rent roll enclosed
• Sponsor's unsold shares are not subject to a financing commitment
• Sponsor posts no security for funding its maintenance payments if sales are fewer than expected
• Sponsor relinquished control of the Board of Directors in May, 1990
• Certified financial statements for the years ending December 31, 1996 and 1995 are enclosed
• Sponsor states it is current on all Plan financial obligations

Amendment 12 Feb 26, 1997

This amendment makes financial disclosures about the sponsor's unsold shares and the cooperative corporation's 1995 finances, and does not change prices or offering terms.

• Sponsor owns 57,830 shares allocated to 67 apartments, 79.75% of total building shares
• Sponsor's aggregate monthly maintenance on its shares is $23,776.20
• Sponsor's aggregate monthly rent from its tenants is $37,944.00
• Sponsor's unsold shares are not subject to a financing commitment
• No financial obligations due to the Apartment Corporation within twelve (12) months, other than sponsor's monthly maintenance
• Sponsor is current on all financial obligations under the Plan
• Sponsor relinquished control of the Board of Directors in May, 1990
• Certified Financial Statements for the year ending December 31, 1995 enclosed

Amendment 11 Feb 9, 1996

This amendment updates the sponsor's financial disclosures for 495 East 7th Street, covering its share ownership, maintenance and rental income, financing, funding of its obligations, and enclosed financial statements.

• Sponsor owns 57,830 shares allocated to 67 apartments, 79.75% of total shares
• Sponsor's aggregate monthly maintenance payable: $23,717.40
• Sponsor's aggregate monthly rents from its units: $35,324.42
• Sponsor's unsold shares are not subject to a financing commitment
• Sponsor's payments depend on rental income and projected sales; no security posted if sales are fewer than expected
• Apart from Sponsor's maintenance, no obligations due to the Apartment Corporation within 12 months; Sponsor states it is current on all Plan obligations
• Sponsor relinquished control of the Board of Directors in May (year garbled in OCR text)
• Certified financial statements for year ending December 31, 1994 enclosed; Exhibit A lists other buildings where Sponsor owns over 10% of shares

Amendment 10 Jan 31, 1995

This amendment adds required financial disclosures about the Sponsor's unsold shares and rental income, attaches 1993 certified financial statements, and lists the Sponsor's other buildings, with no other material changes to the plan.

• Sponsor owns 58,452 shares allocated to 68 apartments, 80.6% of total shares in the building
• Sponsor's aggregate monthly maintenance payable is $24,024.90
• Sponsor's aggregate monthly rents from tenants are $35,900.97
• Sponsor's unsold shares are not subject to a financing commitment
• Except for Sponsor's monthly maintenance, no financial obligations due to the Apartment Corporation within twelve months of this Amendment
• Sponsor relinquished control of the Board of Directors in May, 1990
• Certified Financial Statements for the year ending December 31, 1993 attached
• Exhibit A lists other buildings in which the Sponsor holds more than 10% of shares

Amendment 9 Dec 30, 1993

This Ninth Amendment is a financial disclosure filing that reports the Sponsor's holdings, income and obligations in the building and attaches 1992 certified financial statements; it does not change any offering price.

• Sponsor owns 58,452 shares allocated to 68 apartments, 80.6% of the building's total shares
• Sponsor's aggregate monthly maintenance for its shares is $22,893.00
• Aggregate monthly rents received from Sponsor-owned units are $34,432.67
• Sponsor's unsold shares are not subject to a financing commitment
• Sponsor is current on all financial obligations under the Plan; apart from maintenance, no obligations fall due to the corporation within 12 months
• Sponsor relinquished control of the Board of Directors in May, 1990
• Certified financial statements for the year ending December 31, 1992 are attached
• Exhibit A lists other buildings where the Sponsor or its principals own more than 10% of shares, and discloses a pending litigation involving Mill Rock Plaza Associates

Amendment 8 Dec 17, 1992

This amendment adds the sponsor's financial disclosures for its unsold shares, replaces the section on how down payments are held in escrow, and attaches the corporation's 1991 certified financial statements.

• Sponsor owns 58,452 shares allocated to 68 apartments, 80.6% of the building's total shares
• Sponsor's aggregate monthly maintenance on its shares is $22,878.00
• Sponsor's aggregate monthly rents from tenants of its units are $32,134.00
• Down-payment escrow section replaced: deposits go to a special account of Morrison Cohen Singer & Weinstein at Marine Midland Bank, with IOLA interest and a 90-day rescission right if notice is not received
• Certified financial statements for the year ending December 31, 1991 attached
• Litigation disclosed: Mill Rock Owners Corp. v. Mill Rock Plaza Associates, Terry S. Bernstein and William Achenbaum, over responsibility for repairs after the 1985 conversion
• Sponsor relinquished control of the Board of Directors in May, 1990
• Exhibit A lists other buildings in which the sponsor or its principal owns more than 10% of shares

Amendment 7 Dec 13, 1991

This amendment discloses the sponsor's share holdings, maintenance and rent figures, a new state rule letting non-purchasing tenants pay rent directly to the co-op if an investor owner falls more than thirty days behind, and attaches 1990 financial statements.

• Sponsor owns 58,452 shares (80.68%) allocated to 68 apartments in the building
• Sponsor's aggregate monthly maintenance on its shares: $22,878.00
• Sponsor's aggregate monthly rents from its units: $28,695.87
• Sponsor's unsold shares are not subject to a financing commitment
• Non-purchasing tenants may pay rent directly to the co-op if an investor owner is more than thirty days late on charges (GBL 352-e(2-d))
• Sponsor relinquished control of the Board of Directors in May
• Certified financial statements for the year ending December 31, 1990 attached

Amendment 6 Jul 23, 1990

This amendment adds financial disclosures about the sponsor's unsold shares, reports the April 5, 1990 closing terms (reserve fund, closing adjustments, and mortgage), and notes that the sponsor gave up control of the board in May 1990.

• Sponsor owns 61,081 shares allocated to 72 apartments, with monthly maintenance of $25,628.00 and monthly rents of $20,455.40
• Sponsor relinquished control of the Board of Directors in May, 1990
• Closing of title took place April 5, 1990
• Reserve Fund of $80,493.00 deposited with the managing agent in a separate account at European American Bank
• No Working Capital Fund was required
• Net closing adjustments of $39,386.07 in favor of Sponsor, repaid by Apartment Corporation promissory note in equal monthly installments over one year starting May 1, 1990, at nine percent per annum
• Apartment Corporation took title subject to a Dime Savings Bank mortgage, assigned to Federal National Mortgage Association, with unpaid principal of $808,988.00 at closing
• Sponsor's principals are in litigation with Mill Rock Associates over responsibility for physical repairs after the 1985 conversion

Amendment 5 Feb 23, 1990

The sponsor declares the cooperative conversion plan effective, reports the purchase agreements accepted so far, and states that no closing date is set yet.

• Plan declared effective by notice served December 15, 1989
• Purchase agreements accepted for 13 of 84 apartments (fifteen (15%) percent)
• Seven bona fide purchasers agreed to buy vacant apartments; two of them have taken occupancy under interim leases
• Ten purchase agreements accepted from tenants in occupancy
• Closing not yet scheduled; it will not be held until this amendment is accepted for filing and served, and purchasers will receive written notice of the Closing Date and payment requirements
• No other material changes to the plan

Amendment 4 Jan 4, 1990

This Fourth Amendment adds the 1988 Certified Financial Statements to the Plan, which have been submitted to the Department of Law, and states there are no other material changes.

• 1988 Certified Financial Statements submitted to the Department of Law and annexed to the amendment
• No other material changes to the Plan

Amendment 3 Nov 22, 1989

This amendment cuts the purchase price per share for tenant buyers and vacant apartments from $84.00 to $37.00, allows a $5,000 kitchen add-on, and adds conditions on purchase deadlines, financial statements, fees, and parking waiting lists.

• Tenant Purchasers' price reduced from $84.00 to $37.00 per share
• Vacant apartments' price reduced from $84.00 to $37.00 per share
• Sponsor may add $5,000 to the price of a vacant apartment whose kitchen cabinets it replaced
• Purchase agreements and deposit due within thirty (30) days after presentation of this Amendment
• Plan not effective until 1988 Certified Financial Statements are submitted and disclosed
• Non-purchasing tenants keep their parking waiting-list positions; to join, contact Jonas Equity, Inc. at 718-871-4840
• Fees for services to non-purchasing tenants or sponsor capped at the Rent Stabilization Law maximum
• Apartment Corporation will cooperate with Sponsor on MCI rent increase filings

Amendment 2 1989

This amendment lowers the purchase price for tenants in occupancy from $62.00 to $42.00 per share if at least 13 purchasers sign and pay deposits within 30 days, and sets the $62.00 price as the fallback if that threshold is not met.

• Tenant purchase price per share decreased from $62.00 to $42.00
• Reduced price applies only if 13 or more purchasers execute Purchase Agreements and deposits within 30 days
• If 13 or more purchasers fail to sign in time, the reduced price does not bind the Sponsor
• Purchasers who already signed may rescind or buy at $62.00 per share, exercised in writing within 15 days of Sponsor's notice
• A tenant purchaser who does not respond is deemed to buy at $62.00 per share
• Tenants in occupancy get the exclusive right to buy their allocated shares during the 30-day period
• No other material changes to the Plan

Amendment 1 1989

The amendment replaces the plan's share allocation and purchase prices with a new Schedule A, replaces the Opinion of Reasonable Relationship, and gives tenants a 90-day exclusive period to buy their apartments.

• Share allocation and purchase prices replaced by new Schedule A - Purchase Prices and Share Allocation
• Opinion of Reasonable Relationship replaced with a new opinion dated February 2, 1989
• Tenants get a 90-day exclusive period to purchase their apartments, starting on the presentation date of this amendment
• Projected first year of cooperative operation begins May 1, 1989
• No other material changes to the terms and conditions of the offering