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SECOND OMNIBUS AMENDMENT TO LOAN DOCUMENTS
Dated as of February 13, 2004
Between
731 COMMERCIAL LLC AND 731 RESIDENTIAL LLC,
collectively, as Borrower,
and
HYPO REAL ESTATE CAPITAL CORPORATION,
as Agent,
and
THE LENDERS NAMED HEREIN,
as Lenders
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Location: 000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx
Xxxxxx: New York County
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SECOND OMNIBUS AMENDMENT TO LOAN DOCUMENTS
THIS SECOND OMNIBUS AMENDMENT TO LOAN DOCUMENTS, dated as of
February 13, 2004 (this "Amendment"), between 731 COMMERCIAL LLC ("COMMERCIAL
OWNER") and 731 RESIDENTIAL LLC ("RESIDENTIAL OWNER"), each a Delaware limited
liability company, having its principal place of business at 000 Xxxxxxx Xxxxxx,
Xxx Xxxx, Xxx Xxxx 00000, collectively as Borrower ("BORROWER"), and HYPO REAL
ESTATE CAPITAL CORPORATION ("HYPO") , a Delaware corporation, having an address
at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as administrative agent
(including any of its successors and assigns, "AGENT") for itself and the other
Lenders signatory hereto (collectively, together with such other co-lenders as
may exist from time to time, "LENDERS").
W I T N E S S E T H :
WHEREAS, pursuant to the terms and provisions and subject to
the conditions set forth in (i) that certain Building Loan Agreement dated as of
July 3, 2002 between Borrower, Bayerische Hypo- und Vereinsbank AG, New York
Branch ("HVB"), as agent thereunder and the lenders signatory thereto filed on
July 9, 2002 as Index No. 150 in the County Clerk's Office of New York County,
as amended by that certain First Amendment to Building Loan Agreement dated as
of March 5, 2003 between Borrower, HVB, as agent thereunder and the lenders
signatory thereto, which was filed on March 11, 2003 as Index No. 39 in said
County Clerk's Office (as so amended, the "EXISTING BUILDING LOAN AGREEMENT"),
(ii) that certain Supplemental Loan Agreement dated as of July 3, 2002 between
Borrower, HVB, as agent thereunder and the lenders signatory thereto, as amended
by that certain First Omnibus Amendment to Loan Documents dated as of March 5,
2003 between Borrower, HVB, as agent thereunder and the lenders signatory
thereto ("FIRST OMNIBUS AMENDMENT") (as so amended, the "EXISTING SUPPLEMENTAL
LOAN AGREEMENT"), and (iii) that certain Project Loan Agreement dated as of July
3, 2002 between Borrower, Agent and Lenders signatory thereto, as amended by the
First Omnibus Amendment (as so amended, the "EXISTING PROJECT LOAN AGREEMENT"
and together with the Existing Building Loan Agreement and the Existing
Supplemental Loan Agreement, collectively, the "EXISTING LOAN AGREEMENT"), Agent
as successor administrative agent to HVB under the Existing Loan Agreement, has
agreed to administer and Lenders have agreed to make loans (respectively, the
"BUILDING LOAN", the "SUPPLEMENTAL LOAN" and the "PROJECT LOAN, and
collectively, the "LOAN") to Borrower in the aggregate principal amount of FOUR
HUNDRED NINETY MILLION and NO/100 DOLLARS ($490,000,000.00) related to the
construction of the Improvements (as hereinafter defined) on the property
described on Exhibit A hereto (the "ORIGINAL MORTGAGED PREMISES");
WHEREAS, the Building Loan is (i) evidenced by that certain
Consolidated, Amended and Restated Building Loan Note dated March 5, 2003 made
by 731 Residential LLC and 731 Commercial LLC in favor of HVB, in the principal
amount of $215,000,000.00, which was endorsed and assigned by HVB to Hypo on
December 4, 2003 (the "EXISTING BUILDING LOAN NOTE") and (ii) secured by, inter
alia, that certain Consolidated, Amended and Restated Building Loan Mortgage,
Assignment of Leases and Rents and Security Agreement (Series No. 1), dated as
of July 3, 2002, made by Borrower in favor of HVB, as agent ("Original
Mortgagee") and recorded on September 25, 2002 in the Office of the Register of
the City of New York, County of New York ("REGISTER'S OFFICE") in Reel 3617 Page
2024, and that certain
Gap Mortgage, dated as of March 5, 2003, in the principal amount of $159,500,000
made by Borrower to Original Mortgagee and recorded on May 1, 2003 in CRFN
#2003000112521 in the Register's Office, as consolidated, amended and restated
by that certain Consolidated, Amended and Restated Building Loan Mortgage,
Assignment of Rents and Leases and Security Agreement, dated as of March 5,
2003, to form a single consolidated lien in the principal amount of $215,000,000
made by Borrower to Original Mortgagee and recorded on May 1, 2003 in
CRFN#2003000112522 in the Register's Office, which consolidated, amended and
restated mortgage in the consolidated principal amount of $215,000,000.00 was
assigned by Original Mortgagee to Agent pursuant to that certain Assignment of
Consolidated, Amended and Restated Building Loan Mortgage, Assignment of Rents
and Leases and Security Agreement dated as of December 4, 2003 and intended to
be recorded in the Register's Office (said consolidated, amended and restated
mortgage as so assigned, the "EXISTING BUILDING LOAN MORTGAGE").
WHEREAS, the total principal amount of the Building Loan has
been fully funded and the outstanding principal amount of the Existing Building
Loan Note which is secured by the Existing Building Loan Mortgage is
$215,000,000.00.
WHEREAS, the Supplemental Loan or so much thereof advanced and
outstanding as of the date of this Amendment, which is $22,940,962.00 (the
"ADVANCED SUPPLEMENTAL LOAN AMOUNT"), is (i) evidenced by that certain
Consolidated, Amended and Restated Supplemental Loan Note (No. 3), dated January
28, 2004, made by Borrower in favor of Hypo in the principal amount of
$22,940,962.00 (the "EXISTING SUPPLEMENTAL LOAN NOTE") and (ii) secured by that
certain Consolidated, Amended and Restated Supplemental Loan Mortgage,
Assignment of Leases and Rents and Security Agreement (No. 3), dated as of
January 28, 2004, made by Borrower in favor of Agent and intended to be recorded
in the Register's Office (the "EXISTING SUPPLEMENTAL LOAN MORTGAGE").
WHEREAS, the Project Loan or so much thereof advanced and
outstanding as of the date of this Amendment, which is $15,587,546.00 (the
"ADVANCED PROJECT LOAN AMOUNT"), is (i) evidenced by that certain Consolidated,
Amended and Restated Supplemental Loan Note (No. 3), dated January 28, 2004,
made by Borrower in favor of Hypo in the principal amount of $15,587,546.00 (the
"EXISTING PROJECT LOAN NOTE") and (ii) secured by that certain Consolidated,
Amended and Restated Project Loan Mortgage, Assignment of Leases and Rents and
Security Agreement (No. 3), dated as of January 28, 2004, made by Borrower in
favor of Agent and intended to be recorded in the Register's Office (the
"EXISTING PROJECT LOAN MORTGAGE").
WHEREAS, concurrently herewith, the parties hereto are
entering into a Note and Mortgage Modification and Severance Agreement (the
"SEVERANCE AGREEMENT") pursuant to which (i) the indebtedness evidenced by the
Existing Building Loan Note is being split and modified into two separate
indebtednesses of $90,000,000.00 and $125,000,000.00, respectively, and the
Existing Building Loan Note is being replaced and restated in its entirety by
two substitute building loan mortgage notes, one in the principal amount of
$90,000,000.00 ("SUBSTITUTE BUILDING LOAN NOTE A") and the other in the
principal amount of $125,000,000.00 ("SUBSTITUTE BUILDING LOAN NOTE B") and (ii)
the consolidated lien of the Existing Building Loan Mortgage is being split and
modified into two separate liens securing such separate indebtednesses of
$90,000,000.00 and $125,000,000.00, respectively, and the Existing Building
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Loan Mortgage is being replaced in its entirety by two substitute building loan
mortgages, assignments of leases and rents and security agreements, one in the
principal amount of $90,000,000.00 ("SUBSTITUTE BUILDING LOAN MORTGAGE A")
securing Substitute Building Loan Note A, and the other in the principal amount
of $125,000,000.00 ("SUBSTITUTE BUILDING LOAN MORTGAGE B") securing Substitute
Building Loan Note B.
WHEREAS, pursuant to Section 4.1.37 of the Existing Building
Loan Agreement, the Original Mortgaged Premises were subjected to a declaration
(the "DECLARATION") establishing a plan for condominium ownership of the
Original Mortgaged Premises under the Condominium Act, dated December 4, 2003,
which was recorded on February 3, 2004 in the City Register's Office, New York
County as CRFN#2004000064392, and the Existing Building Loan Mortgage was or
concurrently herewith will be subordinated to the Declaration so that the
description of the property now encumbered by the lien of the Existing Building
Loan Mortgage is as set forth on Part II of Exhibit A hereto.
WHEREAS, concurrently herewith, Agent and Lender are entering
into (i) a Partial Release of Lien of Mortgaged Premises No. 1 pursuant to which
the condominium units created pursuant to the Declaration and more particularly
described as "Office Unit 1" and "Office Unit 2" on Part II of Exhibit A hereto
(hereinafter referred to, respectively, as the "BLP UNIT" and the "OFFICE SPEC
UNIT") are being released from the lien of Substitute Building Loan Note
Mortgage A, (ii) a Partial Release of Lien of Mortgaged Premises No. 2 pursuant
to which the condominium units created pursuant to the Declaration and more
particularly described as "Retail Unit" and "Residential Unit" on Part II of
Exhibit A hereto (said Units being hereinafter referred to, respectively, as the
"RETAIL UNIT" and the "MASTER RESIDENTIAL UNIT", and collectively as the
"REMAINING PREMISES") are being released from the lien of Substitute Building
Loan Note Mortgage B and Residential Owner is being released from its
obligations and liabilities under Substitute Building Loan Note B and Substitute
Building Loan Mortgage B, (iii) a Partial Release of Lien of Mortgaged Premises
No. 3 pursuant to which the Remaining Premises are being released from the lien
of Existing Supplemental Loan Mortgage and Residential Owner is being released
from its obligations and liabilities under the Existing Supplemental Loan Note
and Existing Supplemental Loan Mortgage and (iv) a Partial Release of Lien of
Mortgaged Premises No. 4 pursuant to which the Remaining Premises are being
released from the lien of Existing Project Loan Mortgage and Residential Owner
is being released from its obligations and liabilities under the Existing
Project Loan Note and Existing Project Loan Mortgage.
WHEREAS, concurrently herewith Borrower, Agent and Lender are
entering into a certain Second Amendment to Building Loan Agreement dated as of
the date (the "SECOND BLA AMENDMENT" and the Existing Building Loan Agreement,
as amended by the Second BLA Amendment, being hereinafter referred to as the
"BUILDING LOAN AGREEMENT").
WHEREAS, concurrently herewith, after giving effect to the
aforesaid Partial Releases, Agent is assigning (the "ASSIGNMENT TRANSACTION") to
German American Capital Corporation (the "BLP UNIT LENDER") (i) the Substitute
Building Loan Note B and Substitute Building Loan Mortgage B, (ii) the Existing
Supplemental Loan Note and the Existing Supplemental Loan Mortgage and (iii) the
Existing Project Loan Note and the Existing Project
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Loan Mortgage, and BLP Unit Lender is modifying the same which will no longer be
governed by the terms of the Existing Loan Agreement.
WHEREAS, Borrower has requested that Agent and Lenders reduce
the undisbursed amount of the Supplemental Loan and the amount to the Project
Loan by an aggregate amount roughly corresponding to the Additional Cash
Collateral (as defined in the Second BLA Amendment).
WHEREAS, Borrower has also requested that Borrower have the
right, at its option, to use a portion of the proceeds of the Supplemental Loan
and/or the Project Loan to fund direct Advances to the Borrower secured by
direct mortgages to be made by Borrower to Agent encumbering the Property (as
hereinafter defined) in the same manner as Building Loan proceeds were disbursed
to Borrower pursuant to the Existing Building Loan Agreement, rather than for
the purpose of acquiring Spread Mortgages and Spread Notes as now provided for
in the Existing Project Loan Agreement; and
WHEREAS, Borrower, Agent and Lenders wish to amend the
Existing Supplemental Loan Agreement, the Existing Project Loan Agreement and
other Loan Documents (excluding the Building Loan Agreement) to accomplish the
foregoing, all upon the terms and provisions and subject to the conditions
hereinafter set forth.
NOW, THEREFORE, in consideration of the agreements set forth
in this Amendment and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
A G R E E M E N T:
Section 1. Definitions. All capitalized terms not
otherwise defined herein shall have the respective meanings set forth in the
Building Loan Agreement.
Section 2. Changed Loan Amounts. The principal amount
of the Supplemental Loan is hereby reduced to be a principal amount of up to
EIGHTY-TWO MILLION FOUR HUNDRED THOUSAND and NO/100 DOLLARS ($82,400,000.00) or
so much thereof as may be advanced pursuant to the Existing Supplemental Loan
Agreement as modified by this Amendment; the principal amount of the Project
Loan is hereby reduced to be a principal amount of up to SIXTY-FOUR MILLION SIX
HUNDRED THOUSAND and NO/100 DOLLARS ($64,600,000.00) or so much thereof as may
be advanced pursuant to the Existing Project Loan Agreement as modified by this
Amendment; and the principal amount of the Building Loan that remains
outstanding after giving effect to the Assignment Transactions is NINETY MILLION
and NO/100 DOLLARS ($90,000,000.00). Wherever references are made in any of the
Loan Documents to the principal amounts of the Building Loan, Supplemental Loan
and/or Project Loan as being $215,000,000, $182,254,919.00 and $92,745,081,
respectively, such references shall be deemed to be the relevant respective
amounts set forth in this Section 2 of this Amendment and are hereby so amended.
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Section 3. Specific Amendments to the Existing
Supplemental Loan Agreement.
(a) In Section 1.1 of the Existing Supplemental Loan
Agreement, the definitions are hereby amended as follows:
(i) "BUILDING LOAN" shall mean the loan made by Lenders
to Borrower pursuant to the Existing Building Loan Agreement in the
principal amount of $215,000,000.00, or so much thereof as remains
outstanding under the Building Loan Note.
(ii) "BUILDING LOAN AMOUNT" shall mean TWO HUNDRED FIFTEEN
MILLION and NO/100 DOLLARS ($215,000,000.00), or so much thereof as
remains outstanding under the Building Loan Note. It being acknowledged
that after the assignment of Substitute Building Loan Note B and
Substitute Building Loan Mortgage B to the BLP Unit Lender, the amount
that will remain outstanding on the Building Loan will be NINETY
MILLION and NO/100 DOLLARS ($90,000,000.00).
(iii) "BUILDING LOAN MORTGAGE" shall mean the Existing
Building Loan Mortgage prior to the date of the Second BLA Amendment
and the assignment of Substitute Building Loan Mortgage B to BLP Unit
Lender, and upon such assignment shall mean the Substitute Building
Loan Mortgage A, encumbering the Remaining Premises.
(iv) "GUARANTY" shall mean, collectively, the Guaranty of
Completion, the Guaranty of Carrying Costs, each Guaranty of Limited
Recourse Obligations and the Additional Alexander's Guaranty.
(v) The definition of "PROPERTY" in Section 1.1 of the
Existing Supplemental Loan Agreement is hereby amended to delete the
word "Residential" where it appears in each case before the word "Unit"
and to add the following sentence at the end of such definition:
"Notwithstanding the foregoing, for the purposes of Article V of the
Building Loan Agreement and of each of the Guaranties and the
Environmental Indemnity, references therein to "Property" shall be
deemed to continue to refer to the "Property" as defined in and
encumbered by the Existing Building Loan Mortgage, prior to giving
effect to any such release."
(vi) At the end of the definition of "Supplemental Loan
Mortgage" add the following: "and any new mortgage(s) on the Property
given by Borrower to Agent directly secure the Supplemental Loan".
(b) All references in Sections 2.1.1(a) and 2.1.3 of the
Existing Supplemental Loan Agreement to "ONE HUNDRED EIGHTY TWO MILLION TWO
HUNDRED FIFTY-FOUR THOUSAND NINE HUNDRED NINETEEN and NO/100 DOLLARS
($182,254,919.00)" are hereby deleted and replaced with EIGHTY-TWO MILLION FOUR
HUNDRED THOUSAND and NO/100 DOLLARS ($82,400,000.00).
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(c) Section 2.1.4 of the Existing Supplemental Loan
Agreement is hereby amended to provide for, at Borrower's option, the funding of
the proceeds of the Supplemental Loan directly to Borrower in the same manner in
which Advances were made to Borrower pursuant to the Building Loan Agreement
provided that Borrower execute and deliver to Agent a Supplemental Loan Note and
Supplemental Loan Mortgage for the amount to be funded in addition to satisfying
the other conditions to Advances set forth in the Existing Supplemental Loan
Agreement (except to the extent that any of those conditions are only applicable
where a Spread Mortgage would be acquired rather than for a direct Supplemental
Loan Mortgage), as well as satisfying all of the Collateral Disbursement
Conditions (as defined in the Cash Collateral Agreement) under the Cash
Collateral Agreement as though the disbursement of such proceeds were a
disbursement of Supplemental Cash Collateral, and, in addition, the following
conditions shall be satisfied:
(i) The Supplemental Loan Mortgage shall constitute a
valid second lien on the Property for the full amount of the
Supplemental Loan advanced to and including the date of the Advance,
free and clear of all liens except for Permitted Encumbrances. In
connection with each subsequent Advance of the Supplemental Loan (after
the initial Advance thereof) that is secured by a direct Supplemental
Mortgage, Agent shall have been furnished with a title endorsement to
the Title Insurance Policy issued to Agent and Lenders in connection
with the initial Advance of the Supplemental Loan which endorsement
shall state that since the last disbursement of the Loan there have
been no changes in the state of title to the Property (other than
Permitted Encumbrances) and that there are no additional survey
exceptions not previously approved by Agent; and
(ii) Borrower shall pay any and all mortgage recording
taxes payable in connection with the recording of the Supplemental Loan
Mortgage.
(d) Section 2.1.8 of the Existing Supplemental Loan
Agreement is hereby amended to delete the text in the first sentence thereof
beginning with the words "provided that such amount" to the end of that
sentence.
(e) Section 2.1.9(d) of the Existing Supplemental Loan
Agreement is hereby amended and restated as follows:
"Borrower shall have submitted a Draw Request for
such Advance and for a disbursement of Supplemental
Cash Collateral under (and as defined in) the Cash
Collateral Agreement, and all conditions precedent to
Agent's making such disbursement under the Cash
Collateral Agreement shall have been satisfied
(assuming for such purposes only that the requested
Advance is being made).
(f) Section 2.1.13 of the Existing Supplemental Loan
Agreement is hereby amended to eliminate the references to "through the date of
the Draw Request for such Advance plus $10,000,000" in each place where it
appears and to delete the last sentence of said Section, it being the intention
of the parties that subject to all other conditions to the disbursement of
proceeds of the Supplemental Loan to acquire Spread Mortgage(s) and Spread
Mortgage Note(s), the aggregate amount of all such Mortgages and Notes shall not
exceed the aggregate amount of
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undisbursed proceeds of the Supplemental Loan less the amount of any direct
mortgages given by Borrower pursuant to Section 2.1.4 of the Supplemental Loan
Agreement.
(g) In Section 2.1.13(b) of the Existing Supplemental
Loan Agreement, the reference to "$275,000,000" wherever it appears is hereby
deleted and "237,000,000" is inserted in its place.
Section 4. Specific Amendments to the Existing Project
Loan Agreement.
(a) In Section 1.1 of the Existing Project Loan
Agreement, the definitions of "Building Loan Amount", "Project Loan Mortgage"
and "Supplemental Loan Costs" are hereby amended as follows:
(i) "BUILDING LOAN" shall mean the loan made by Lenders
to Borrower pursuant to the Existing Building Loan Agreement in the
principal amount of $215,000,000.00, or so much thereof as remains
outstanding under the Building Loan Note.
(ii) "BUILDING LOAN AMOUNT" shall mean TWO HUNDRED FIFTEEN
MILLION and NO/100 DOLLARS ($215,000,000.00), or so much thereof as
remains outstanding under the Building Loan Note. It being acknowledged
that after the assignment of Substitute Building Loan Note B and
Substitute Building Loan Mortgage B to the BLP Unit Lender, the amount
that will remain outstanding on the Building Loan will be NINETY
MILLION and NO/100 DOLLARS ($90,000,000.00).
(iii) "BUILDING LOAN MORTGAGE" shall mean the Existing
Building Loan Mortgage prior to the date of the Second BLA Amendment
and the assignment of Substitute Building Loan Mortgage B to BLP Unit
Lender, and upon such assignment shall mean the Substitute Building
Loan Mortgage A, encumbering the Remaining Premises.
(iv) "GUARANTY" shall mean, collectively, the Guaranty of
Completion, the Guaranty of Carrying Costs, each Guaranty of Limited
Recourse Obligations and the Additional Alexander's Guaranty.
(v) The definition of "PROPERTY" in Section 1.1 of the
Existing Project Loan Agreement is hereby amended to delete the word
"Residential" where it appears in each case before the word "Unit" and
to add the following sentence at the end of such definition:
"Notwithstanding the foregoing, for the purposes of Article V of the
Building Loan Agreement and of each of the Guaranties and the
Environmental Indemnity, references therein to "Property" shall be
deemed to continue to refer to the "Property" as defined in and
encumbered by the Existing Building Loan Mortgage, prior to giving
effect to any such release.
(vi) At the end of the definition of "Project Loan
Mortgage" add the following:
"and any new mortgage(s) on the Property given by
Borrower to Agent directly secure the Project Loan".
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(vii) The following defined term is added in proper
alphabetical order: "SECOND OMNIBUS AMENDMENT" shall mean that certain
Second Omnibus Amendment to Loan Documents dated as of February ___,
2004 between Borrower, Agent and the Lenders signatory thereto.
(viii) The defined terms set forth in the Recitals to this
Amendment shall be added to the definitions set forth in Section 1.1 of
the Existing Building Loan Agreement, as the same are amended pursuant
to paragraph (a) above, as though each such defined term was set forth
in proper alphabetical order with the other definitions in said Section
1.1, and each provided that it "shall have the meaning as set forth in
the Second Omnibus Amendment".
(ix) The principles of construction set forth in Section
1.2 of the Existing Supplemental Loan Agreement shall be applicable to
this Amendment as if the terms and provisions of said Section 1.2 were
set forth at length herein. References in the Existing Building Loan
Agreement to "this Agreement" "herein," "hereof" or terms of similar
import shall refer to the Existing Building Loan Agreement, as amended
by this Amendment and as the same may, from time to time, hereafter be
amended, modified, extended, supplemented or restated and shall include
all Addendums, Schedules and Exhibits hereto and thereto. All
references in the Original Loan Agreement to "this Agreement,"
"herein," "hereof" or terms of similar import shall refer to the Loan
Agreement.
(b) All references in Sections 2.1.1(a) and 2.1.3 of the
Existing Project Loan Agreement to "NINETY TWO MILLION SEVEN HUNDRED FORTY-FIVE
THOUSAND EIGHTY-ONE and NO/100 DOLLARS ($92,745,081)" are hereby deleted and
replaced with SIXTY-FOUR MILLION SIX HUNDRED THOUSAND and NO/100 DOLLARS
($64,600,000.00).
(c) Section 2.1.4 of the Existing Project Loan Agreement
is hereby amended to provide for, at Borrower's option, the funding of the
proceeds of the Project Loan directly to Borrower in the same manner in which
Advances were made to Borrower pursuant to the Building Loan Agreement provided
that Borrower execute and deliver to Agent a Project Loan Note and Project Loan
Mortgage for the amount to be funded in addition to satisfying the other
conditions to Advances set forth in the Existing Project Loan Agreement (except
to the extent that any of those conditions are only applicable where a Spread
Mortgage would be acquired rather than for a direct Project Loan Mortgage), as
well as satisfying all of the Collateral Disbursement Conditions (as defined in
the Cash Collateral Agreement) under the Cash Collateral Agreement as though the
disbursement of such proceeds were a disbursement of Project Cash Collateral,
and, in addition, the following conditions shall be satisfied:
(i) The Project Loan Mortgage shall constitute a valid
second lien (until such time as a Supplemental Loan Mortgage is made
and, thereafter, a valid third lien) on the Property for the full
amount of the Project Loan advanced to and including the date of the
Advance, free and clear of all liens except for Permitted Encumbrances.
In connection with each subsequent Advance of the Project Loan (after
the initial Advance thereof) that is secured by a direct Project
Mortgage, Agent shall have been furnished with a title
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endorsement to the Title Insurance Policy issued to Agent and Lenders
in connection with the initial Advance of the Project Loan which
endorsement shall state that since the last disbursement of the Loan
there have been no changes in the state of title to the Property (other
than Permitted Encumbrances) and that there are no additional survey
exceptions not previously approved by Agent; and
(ii) Borrower shall pay any and all mortgage recording
taxes in connection with the recording of the Project Loan Mortgage.
(d) Section 2.1.8 of the Existing Project Loan Agreement
is hereby amended to delete the text in the first sentence thereof beginning
with the words "provided that such amount" to the end of that sentence.
(e) In Section 2.1.13(b) of the Existing Project Loan
Agreement, the reference to "$275,000,000" is hereby deleted and "$237,000,000"
is inserted in its place.
Section 5. Approved Budget. The parties hereto
acknowledge and confirm that Borrower has submitted to Agent a revised Project
Budget showing the direct and indirect costs estimated to be incurred by
Borrower to achieve Completion of the Improvements to be $237,000,000 and a
revised Loan Budget for Agent's approval, and Agent has approved the same. Agent
further acknowledges and confirms that the proceeds of the Loan may continue to
be used to pay for Hard Costs, Soft Costs and Project Loan Costs, as
appropriate, in connection with the entire Improvement subject to and in
accordance with the Loan Agreement despite the release of the BLP Unit and the
Office Spec Unit on the date hereof.
Section 6. Lien Priority of Project Loan Mortgage.
Notwithstanding anything to the contrary contained in any Loan Documents, until
such time as a Supplemental Mortgage shall exist, any Project Loan Mortgage
shall constitute and grant to Agent a second priority lien on the Property. As a
condition to the initial Advance of the Supplemental Loan, Borrower and Agent
shall enter into a subordination agreement or an amended and restated Project
Loan Mortgage containing a provision whereby the then existing Project Loan
Mortgage shall be subordinated to the lien of the Supplemental Mortgage.
Section 7. Borrower's Representations and Warranties.
Borrower represents, warrants and certifies to Agent and Lenders, that as of the
date hereof:
(i) The obligations of the Borrower to repay the Loan
(with interest as set forth in the Loan Documents) to the Lender and to
perform or otherwise satisfy Borrower's other obligations under the
Loan Documents, as well as the security interest in the Property
granted by the Borrower to the Lender under the Loan Agreement, the
Mortgage and the other Loan Documents (A) each remain and shall
continue in full force and effect, both before and after giving effect
to this Amendment and/or to the Second BLA Amendment, (B) are not
subject as of the date of this Amendment to any defense, counterclaim,
setoff, right or recoupment, abatement, reduction or other claim or
determination, and (C) are and shall continue to be governed by the
terms and provisions of the Loan Agreement and the other Loan Documents
as supplemented, modified and amended by this Amendment and the Second
BLA Amendment.
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(ii) All representations and warranties contained in the
Existing Supplemental Loan Agreement, the Existing Project Loan
Agreement and the other Loan Documents are true and correct in all
material respects as of the date of this Amendment.
(iii) No material Default and no Event of Default has
occurred and is continuing.
Section 8. Authorization, Conflicts, Enforceability.
Borrower further represents, warrants and certifies to Agent and Lenders that
the execution, delivery, and performance of this Amendment and the other
documents which are being executed and delivered in connection herewith by the
Borrower have been duly authorized, executed and delivered by Borrower and will
not conflict with, result in a breach of, or constitute a default under, any of
the terms, conditions or provisions of any of Borrower's organizational
documents or any agreement or instrument to which Borrower is a party or by
which it is bound, or any order or decree applicable to Borrower, or result in
the creation or imposition of any lien on any of Borrower's assets or property
(other than pursuant to the Loan Documents).
Section 9. Successors and Assigns. This Amendment
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns, subject to Article VIII of the Existing
Building Loan Agreement (and no other Person shall be deemed a benefited party
hereunder under any circumstances).
Section 10. No Further Modification. Except as modified
and amended by this Amendment and the Second BLA Amendment, the Loan, the Loan
Agreement, the Note (other than Existing Supplemental Note and Existing Project
Loan Note) and the other Loan Documents and the obligations of Lender, Borrower
and Guarantor thereunder shall remain unmodified and in full force and effect.
Wherever reference is made in any Loan Document to the Building Loan Agreement,
it shall be deemed to mean the Existing Building Loan Agreement as amended by
the Second BLA Amendment, and as the same may be amended from time to time in
accordance with its terms and wherever reference is made any Loan Document to
any of the other Loan Documents, it shall be deemed to mean such other Loan
Document as the same may be amended by this Amendment, and as the same may be
amended from time to time in accordance with its terms.
Section 11. Counterparts. This Amendment may be
executed in any number of counterparts, each of which shall be an original and
all of which shall constitute together but one and the same agreement.
Section 12. Section Headings. The Section headings in
this Amendment are included herein for convenience of reference only and shall
not constitute a part of this Agreement for any other purpose.
Section 13. Severability. Wherever possible, each
provision of this Agreement shall be interpreted in such manner as to be
effective and valid under applicable law, but if any provision of this Agreement
shall be prohibited by or invalid under applicable law, such provision shall be
ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
Agreement.
-10-
Section 14. Consent, Ratification and Agreement by
Guarantors. By their signatures below, each of the Guarantors hereby agrees as
follows:
(a) Each of the Guarantors consents to the foregoing
Amendment as well as to the Second BLA Amendment (a true copy of which each
Guarantor hereby confirms having received and reviewed), ratifies and confirms
all of the terms and provisions set forth in their respective Guaranties and
that their respective liability under said Guaranties continues without
impairment or limitation by reason of this Amendment or the Second BLA
Amendment.
(b) Each of the Guarantors agrees that wherever
references are made in any of the Guaranties to the principal amounts of the
Building Loan, Supplemental Loan and/or Project Loan as being $215,000,000.00,
$182,254,919.00 and $92,745,081.00, respectively, such references shall be
deemed to be the relevant respective amounts set forth in Section 2 of this
Amendment. In addition, wherever reference is made in any Guaranty to the
Building Loan Agreement, it shall be deemed to mean the Existing Building Loan
Agreement as amended by the Second BLA Amendment, and as the same may be amended
from time to time in accordance with its terms and wherever reference is made in
the Guaranty to any of the other Loan Documents, it shall be deemed to mean such
Loan Document as the same may be amended by this Amendment, and as the same may
be amended from time to time in accordance with its terms.
(c) Each of the Guarantors and the Borrower acknowledge
that, at Borrowers' request, Agent has agreed to subordinate the lien of the
Mortgage on the Office Spec Unit to that certain Declaration of Restrictive
Covenants and Agreement among Commercial Owner, 731 Office One LLC, and German
American Capital Corporation and each of the Guarantor's and Residential Owner
hereby consent to the same. In addition, each of the Guarantors and Borrowers
hereby acknowledge and agree that Agent may, at any time in Agent's sole
discretion, release the Office Spec Unit from the lien of the Mortgage and any
other Loan Documents securing the indebtedness evidenced by the Note, without
regard to whether any of the conditions set forth in Section 6 of the Second BLA
Amendment have been satisfied and without impairing any of its other rights or
the obligations of Borrowers under the Loan Documents and of Guarantors under
the respective Guaranties.
Section 15. Governing Law. The governing law provisions
of Section 10.3(A) of the Existing Building Loan Agreement are incorporated
herein by reference as though fully set forth.
Section 16. Mutatis Mutandis. To the extent necessary
to effectuate that amendments intended by the foregoing provisions of this
Amendment and the Second BLA Amendment, each of the Loan Documents (other than
the Existing Building Loan Agreement as amended by the Second BLA Amendment) is
hereby deemed modified and amended, mutatis mutandis, and the parties hereto
agree to enter into such amendments to such Existing Loan Documents as may be
reasonably required in order to confirm the foregoing.
[NO FURTHER TEXT ON THIS PAGE]
-11-
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed by their duly authorized representatives, all as
of the day and year first above written.
BORROWER:
731 COMMERCIAL LLC, a Delaware limited
liability company
By: 731 Commercial Holding LLC,
a Delaware limited liability company,
as member
By: Alexander's, Inc., a Delaware
corporation, member
By: /s/ Xxxxx Xxxxx
_____________________________
Name: Xxxxx Xxxxx
Title:Assistant Secretary
731 RESIDENTIAL LLC, a Delaware limited
liability company
By: 731 Residential Holding LLC,
a Delaware limited liability company,
as member
By: Alexander's, Inc., a Delaware
corporation, member
By: /s/ Xxxxx Xxxxx
_____________________________
Name: Xxxxx Xxxxx
Title:Assistant Secretary
AGENT:
HYPO REAL ESTATE CAPITAL
CORPORATION, AS AGENT
By: /s/ Xxxxxx Xxxxxxx
_____________________________________
Name: Xxxxxx Xxxxxxx
Title:Managing Director
By: /s/ Xxxxxxx X. Xxxxxx
_____________________________________
Name: Xxxxxxx X. Xxxxxx
Title:Managing Director
LENDER:
HYPO REAL ESTATE CAPITAL
CORPORATION
By: /s/ Xxxxxx Xxxxxxx
_____________________________________
Name: Xxxxxx Xxxxxxx
Title:Managing Director
By: /s/ Xxxxxxx X. Xxxxxx
_____________________________________
Name: Xxxxxxx X. Xxxxxx
Title:Managing Director
Lending Office:
000 Xxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Real Estate Lending
CONSENTED AND AGREED TO:
VORNADO REALTY L.P.,
a Delaware limited partnership
By: Vornado Realty Trust,
a Maryland business trust
By: /s/ Xxxxxx Xxxxxx
_______________________________
Name: Xxxxxx Xxxxxx
Title:Executive Vice President,
Financing and Administration
ALEXANDER'S, INC.,
a Delaware corporation
By: /s/ Xxxxx Xxxxx
___________________________________
Name: Xxxxx Xxxxx
Title:Assistant Secretary
ACKNOWLEDGMENT
Acknowledgment for Borrower:
STATE OF ___________________________)
) ss.:
COUNTY OF __________________________)
On the _____ day of February in the year 2004 before me, the undersigned, a
Notary Public in and for said State, personally appeared ______________,
personally known to me or proved to me on the basis of satisfactory evidence to
be the individual whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his capacity, that by his
signature on the instrument, the individual, or the person upon behalf of which
the individual acted, executed the instrument, and that such individual(s) made
such appearance before the undersigned in the City/Town of __________, County of
_____________, and State of _______.
_________________________________________
Signature & office of individual
taking the acknowledgement
Acknowledgment for Agent:
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the ____ day of February 2004, before me, the undersigned, a notary public in
and for said state, personally appeared ________________________ and
________________________, personally known to me or proved to me on the basis of
satisfactory evidence to be the individuals whose names are subscribed to the
within instrument and acknowledged to me that they executed the same in their
capacities, and that by their signatures on the instrument, the individuals, or
the person upon behalf of which the individuals acted, executed the instrument.
_________________________________________
Signature & office of individual
taking the acknowledgement
Acknowledgment for Lender:
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the ____ day of February 2004, before me, the undersigned, a notary public in
and for said state, personally appeared ________________________ and
________________________, personally known to me or proved to me on the basis of
satisfactory evidence to be the individuals whose names are subscribed to the
within instrument and acknowledged to me that they executed the same in their
capacities, and that by their signatures on the instrument, the individuals, or
the person upon behalf of which the individuals acted, executed the instrument.
_________________________________________
Signature & office of individual
taking the acknowledgement
Acknowledgment for Guarantors
STATE OF ___________________________)
) ss.:
COUNTY OF __________________________)
On the _____ day of February in the year 2004 before me, the undersigned, a
Notary Public in and for said State, personally appeared ______________,
personally known to me or proved to me on the basis of satisfactory evidence to
be the individual whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his capacity, that by his
signature on the instrument, the individual, or the person upon behalf of which
the individual acted, executed the instrument, and that such individual(s) made
such appearance before the undersigned in the City/Town of __________, County of
_____________, and State of _______.
_________________________________________
Signature & office of individual
taking the acknowledgement
STATE OF ___________________________)
) ss.:
COUNTY OF __________________________)
On the _____ day of February in the year 2004 before me, the undersigned, a
Notary Public in and for said State, personally appeared ______________,
personally known to me or proved to me on the basis of satisfactory evidence to
be the individual whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his capacity, that by his
signature on the instrument, the individual, or the person upon behalf of which
the individual acted, executed the instrument, and that such individual(s) made
such appearance before the undersigned in the City/Town of __________, County of
_____________, and State of _______.
_________________________________________
Signature & office of individual
taking the acknowledgement
EXHIBIT A
LEGAL DESCRIPTION OF PROPERTY
PART I
RESIDENTIAL PARCEL
ALL THAT CERTAIN volume of space, situate, lying and being in the Borough of
Manhattan, County, City and State of New York, bounded and described as follows:
All that portion of the below described parcel lying between a lower horizontal
plane drawn at elevation 512 feet 2 inches above the datum level used by the
Topographical Bureau, Borough of Manhattan, which is 2 feet 9 inches above
National Geodetic Survey Vertical Datum of 1929, mean sea level Xxxxx Hook, New
Jersey and an upper horizontal plane drawn at 809 feet 2 inches above such datum
level bounded and described as follows:
BEGINNING at a point distant 48 feet 8 inches north of the northerly line of
Xxxx 00xx Xxxxxx and 30 feet 9 inches east of easterly line of Lexington Avenue;
RUNNING THENCE northerly, parallel with the easterly line of Xxxxxxxxx Xxxxxx,
00 feet 6 inches;
THENCE westerly, parallel with the northerly line of East 58th Street, 5 feet 10
inches;
THENCE northerly, parallel with the easterly line of Xxxxxxxxx Xxxxxx, 00 feet 6
inches;
THENCE easterly, parallel with the northerly line of East 58th Street, 5 feet 10
inches;
THENCE northerly, parallel with the easterly line of Xxxxxxxxx Xxxxxx, 00 feet 6
inches;
THENCE easterly, parallel with the northerly line of East 58th Street, 103 feet
6 inches;
THENCE southerly, parallel with the easterly line of Xxxxxxxxx Xxxxxx, 0 feet 6
inches;
THENCE easterly, parallel with the northerly line of East 58th Street, 35 feet 0
inches;
THENCE southerly, parallel with the easterly line of Xxxxxxxxx Xxxxxx, 00 feet 6
inches;
THENCE, westerly, parallel with the northerly line of East 58th Street, 35 feet
0 inches;
THENCE southerly, parallel with the easterly line of Xxxxxxxxx Xxxxxx, 0 feet 6
inches;
THENCE westerly, parallel with the northerly line of East 58th Street, 103 feet
6 inches to the point or place of BEGINNING.
COMMERCIAL PARCEL
ALL that certain plot, piece or parcel of land, situate, lying and being in the
Borough of Manhattan, County of New York, City and State of New York, being more
particularly bounded and described as follows:
BEGINNING at the corner formed by the intersection of the northerly line of Xxxx
00xx Xxxxxx with the easterly side of Lexington Avenue;
RUNNING THENCE northerly, along the easterly line of Lexington Avenue 200 feet
10 inches to the corner formed by the intersection of the southerly line of Xxxx
00xx Xxxxxx with the easterly line of Lexington Avenue;
THENCE easterly, along the southerly line of East 59th Street, 420 feet 0 inches
to the corner formed by the intersection of the southerly line of Xxxx 00xx
Xxxxxx with the westerly line of Third Avenue;
THENCE southerly, along the westerly line of Third Avenue, 200 feet 10 inches to
the corner formed by the intersection of the northerly line of Xxxx 00xx Xxxxxx
with the westerly line of Third Avenue;
THENCE westerly, along the northerly line of East 58th Street, 420 feet to the
point or place of BEGINNING.
LESS AND EXCEPT:
All that portion of the below described parcel lying between a lower horizontal
plane drawn at elevation 512 feet 2 inches above the datum level used by the
Topographical Bureau, Borough of Manhattan, which is 2 feet 9 inches above
National Geodetic Survey Vertical Datum of 1929, mean sea level Xxxxx Hook, New
Jersey and an upper horizontal plane drawn at 809 feet 2 inches above such datum
level bounded and described as follows:
BEGINNING at a point distant 48 feet 8 inches north of the northerly line of
Xxxx 00xx Xxxxxx and 30 feet 9 inches east of easterly line of Lexington Avenue;
RUNNING THENCE northerly, parallel with the easterly line of Xxxxxxxxx Xxxxxx,
00 feet 6 inches;
THENCE westerly, parallel with the northerly line of East 58th Street, 5 feet 10
inches;
THENCE northerly, parallel with the easterly line of Xxxxxxxxx Xxxxxx, 00 feet 6
inches;
THENCE easterly, parallel with the northerly line of East 58th Street, 5 feet 10
inches;
THENCE northerly, parallel with the easterly line of Xxxxxxxxx Xxxxxx, 00 feet 6
inches
THENCE easterly, parallel with the northerly line of East 58th Street, 103 feet
6 inches;
THENCE southerly, parallel with the easterly line of Xxxxxxxxx Xxxxxx, 0 feet 6
inches;
THENCE easterly, parallel with the northerly line of East 58th Street, 35 feet 0
inches;
THENCE southerly, parallel with the easterly line of Xxxxxxxxx Xxxxxx, 00 feet 6
inches;
THENCE westerly, parallel with the northerly line of East 58th Street, 35 feet 0
inches;
THENCE southerly, parallel with the easterly line of Xxxxxxxxx Xxxxxx, 0 feet 6
inches;
THENCE westerly, parallel with the northerly line of East 58th Street, 103 feet
6 inches to the point or place of BEGINNING.
SAID RESIDENTIAL PARCEL AND COMMERCIAL PARCEL DESCRIBED IN PART I OF THIS
EXHIBIT A BEING ONE AND THE SAME AS THE FOLLOWING PROPERTY DESCRIBED IN PART II
OF THIS EXHIBIT A
PART II
(OFFICE UNIT 1)
The Condominium Unit (the "Unit") in the premises known as Beacon Court
Condominium and by the street number by the street number 000 Xxxx 00xx Xxxxxx,
Xxxxxxx xx Xxxxxxxxx, Xxxx, Xxxxxx and State of New York, said Unit being
designated and described as "Office Unit 1" in the declaration (the
"Declaration") establishing a plan for condominium ownership of said premises
under Article 9-B of the Real Property Law of the State of New York (the
"Condominium Act"), dated December 4, 2003, and recorded in the New York County
office of the Register of The City of New York (the "City Register's Office") on
February 3, 2004, in CRFN No. 2004000064392, and also designated as Tax Lot 1002
in Block 1313 of Section 5 of the Borough of Manhattan on the Tax Map of the
Real Property Assessment Department of the City of New York and on the Floor
Plans of said building, certified by Xxxxx Xxxxxx, Registered Architect, on
January 29, 2004, and filed in the Real Property Assessment Department of the
City of New York on January 30, 2004 as Condominium Plan No. 1350 also filed in
the City Register's Office on February 3, 2004 in CRFN No. 2004000064393. All
capitalized terms herein which are not separately defined herein will have the
meanings given to those terms in the Declaration or in the by-laws of Beacon
Court Condominium. (Said by-laws, as the same may be amended from time to time,
are hereinafter referred to as the "By-Laws.")
TOGETHER with an undivided 49.0559% percentage interest in the General Common
Elements (as such term is defined in the Declaration);
TOGETHER with the appurtenances and all the estate and rights in and to the
Unit;
TOGETHER with, and subject to, the rights, obligations, easements, restrictions
and other provisions set forth in the Declaration and the By-Laws, all of which
constitute covenants running with the Land and will bind any person having at
any time any interest or estate in (any of) the Unit, as though recited and
stipulated at length herein;
The premises within which the Unit is located is more particularly described as:
ALL that certain plot, piece or parcel of land, situate, lying and being in the
borough of Manhattan, County, City and State of New York, bounded and described
as follows:
BEGINNING at the corner formed by the intersection of the southerly side of Xxxx
00xx Xxxxxx and the westerly side of Third Avenue;
RUNNING THENCE southerly, along the westerly side of Third Avenue, 200'-10" to
the northerly side of Xxxx 00xx Xxxxxx;
THENCE westerly, along the northerly side of Xxxx 00xx Xxxxxx 420' to the
easterly side of Lexington Avenue;
THENCE northerly along the easterly side of Lexington Avenue, 200'-10" to the
southerly side of Xxxx 00xx Xxxxxx;
THENCE easterly, along the southerly side of East 59th Street, 420' to the point
or place of BEGINNING.
TOGETHER with the benefits and SUBJECT to the burdens of the easements set forth
in the deed made by Seven Thirty One Limited Partnership to 00xx Xxxxxx
Corporation dated as of 8/1/2001 and recorded 8/8/2001 in Reel 3339 Page 1100.
(RETAIL UNIT)
The Condominium Unit (the "Unit") in the premises known as Beacon Court
Condominium and by the street number by the street number 000 Xxxx 00xx Xxxxxx,
Xxxxxxx xx Xxxxxxxxx, Xxxx, Xxxxxx and State of New York, said Unit being
designated and described as "Retail Unit" in the declaration (the "Declaration")
establishing a plan for condominium ownership of said premises under Article 9-B
of the Real Property Law of the State of New York (the "Condominium Act"), dated
December 4, 2003, and recorded in the New York County office of the Register of
The City of New York (the "City Register's Office") on February 3, 2004, in CRFN
No. 2004000064392, and also designated as Tax Lot 1001 in Block 1313 of Section
5 of the Borough of Manhattan on the Tax Map of the Real Property Assessment
Department of the City of New York and on the Floor Plans of said building,
certified by Xxxxx Xxxxxx, Registered Architect, on January 29, 2004, and filed
in the Real Property Assessment Department of the City of New York on January
30, 2004 as Condominium Plan No. 1350 also filed in the City Register's Office
on February 3, 2004 in CRFN No. 2004000064393. All capitalized terms herein
which are not separately defined herein will have the meanings given to those
terms in the Declaration or in the by-laws of Beacon Court Condominium. (Said
by-laws, as the same may be amended from time to time, are hereinafter referred
to as the "By-Laws.")
TOGETHER with an undivided 13.2894% percentage interest in the General Common
Elements (as such term is defined in the Declaration);
TOGETHER with the appurtenances and all the estate and rights in and to the
Unit;
TOGETHER with, and subject to, the rights, obligations, easements, restrictions
and other provisions set forth in the Declaration and the By-Laws, all of which
constitute covenants running with the Land and will bind any person having at
any time any interest or estate in (any of) the Unit, as though recited and
stipulated at length herein;
The premises within which the Unit is located is more particularly described as:
ALL that certain plot, piece or parcel of land, situate, lying and being in the
borough of Manhattan, County, City and State of New York, bounded and described
as follows:
BEGINNING at the corner formed by the intersection of the southerly side of Xxxx
00xx Xxxxxx and the westerly side of Third Avenue;
RUNNING THENCE southerly, along the westerly side of Third Avenue, 200'-10" to
the northerly side of Xxxx 00xx Xxxxxx;
THENCE westerly, along the northerly side of Xxxx 00xx Xxxxxx 420' to the
easterly side of Lexington Avenue;
THENCE northerly along the easterly side of Lexington Avenue, 200'-10" to the
southerly side of Xxxx 00xx Xxxxxx;
THENCE easterly, along the southerly side of East 59th Street, 420' to the point
or place of BEGINNING.
TOGETHER with the benefits and SUBJECT to the burdens of the easements set forth
in the deed made by Seven Thirty One Limited Partnership to 00xx Xxxxxx
Corporation dated as of 8/1/2001 and recorded 8/8/2001 in Reel 3339 Page 1100.
(OFFICE UNIT 2)
The Condominium Unit (the "Unit") in the premises known as Beacon Court
Condominium and by the street number by the street number 000 Xxxx 00xx Xxxxxx,
Xxxxxxx xx Xxxxxxxxx, Xxxx, Xxxxxx and State of New York, said Unit being
designated and described as "Office Unit 2" in the declaration (the
"Declaration") establishing a plan for condominium ownership of said premises
under Article 9-B of the Real Property Law of the State of New York (the
"Condominium Act"), dated December 4, 2003, and recorded in the New York County
office of the Register of The City of New York (the "City Register's Office") on
February 3, 2004, in CRFN No. 2004000064392, and also designated as Tax Lot 1003
in Block 1313 of Section 5 of the Borough of Manhattan on the Tax Map of the
Real Property Assessment Department of the City of New York and on the Floor
Plans of said building, certified by Xxxxx Xxxxxx, Registered Architect, on
January 29, 2004, and filed in the Real Property Assessment Department of the
City of New York on January 30, 2004 as Condominium Plan No. 1350 also filed in
the City Register's Office on February 3, 2004 in CRFN No. 2004000064393. All
capitalized terms herein which are not separately defined herein will have the
meanings given to those terms in the Declaration or in the by-laws of Beacon
Court Condominium. (Said by-laws, as the same may be amended from time to time,
are hereinafter referred to as the "By-Laws.")
TOGETHER with an undivided 14.0095% percentage interest in the General Common
Elements (as such term is defined in the Declaration);
TOGETHER with the appurtenances and all the estate and rights in and to the
Unit;
TOGETHER with, and subject to, the rights, obligations, easements, restrictions
and other provisions set forth in the Declaration and the By-Laws, all of which
constitute covenants running with the Land and will bind any person having at
any time any interest or estate in (any of) the Unit, as though recited and
stipulated at length herein;
The premises within which the Unit is located is more particularly described as:
ALL that certain plot, piece or parcel of land, situate, lying and being in the
borough of Manhattan, County, City and State of New York, bounded and described
as follows:
BEGINNING at the corner formed by the intersection of the southerly side of Xxxx
00xx Xxxxxx and the westerly side of Third Avenue;
RUNNING THENCE southerly, along the westerly side of Third Avenue, 200'-10" to
the northerly side of Xxxx 00xx Xxxxxx;
THENCE westerly, along the northerly side of Xxxx 00xx Xxxxxx 420' to the
easterly side of Lexington Avenue;
THENCE northerly along the easterly side of Lexington Avenue, 200'-10" to the
southerly side of Xxxx 00xx Xxxxxx;
THENCE easterly, along the southerly side of East 59th Street, 420' to the point
or place of BEGINNING.
TOGETHER with the benefits and SUBJECT to the burdens of the easements set forth
in the deed made by Seven Thirty One Limited Partnership to 00xx Xxxxxx
Corporation dated as of 8/1/2001 and recorded 8/8/2001 in Reel 3339 Page 1100.
(RESIDENTIAL UNIT)
The Condominium Unit (the "Unit") in the premises known as Beacon Court
Condominium and by the street number by the street number 000 Xxxx 00xx Xxxxxx,
Xxxxxxx xx Xxxxxxxxx, Xxxx, Xxxxxx and State of New York, said Unit being
designated and described as "Residential Unit" in the declaration (the
"Declaration") establishing a plan for condominium ownership of said premises
under Article 9-B of the Real Property Law of the State of New York (the
"Condominium Act"), dated December 4, 2003, and recorded in the New York County
office of the Register of The City of New York (the "City Register's Office") on
February 3, 2004, in CRFN No. 2004000064392, and also designated as Tax Lot 1004
in Block 1313 of Section 5 of the Borough of Manhattan on the Tax Map of the
Real Property Assessment Department of the City of New York and on the Floor
Plans of said building, certified by Xxxxx Xxxxxx, Registered Architect, on
January 29, 2004, and filed in the Real Property Assessment Department of the
City of New York on January 30, 2004 as Condominium Plan No. 1350 also filed in
the City Register's Office on February 3, 2004 in CRFN No. 2004000064393. All
capitalized terms herein which are not separately defined herein will have the
meanings given to those terms in the Declaration or in the by-laws of Beacon
Court Condominium. (Said by-laws, as the same may be amended from time to time,
are hereinafter referred to as the "By-Laws.")
TOGETHER with an undivided 23.6452% percentage interest in the General Common
Elements (as such term is defined in the Declaration);
TOGETHER with the appurtenances and all the estate and rights in and to the
Unit;
TOGETHER with, and subject to, the rights, obligations, easements, restrictions
and other provisions set forth in the Declaration and the By-Laws, all of which
constitute covenants running with the Land and will bind any person having at
any time any interest or estate in (any of) the Unit, as though recited and
stipulated at length herein;
The premises within which the Unit is located is more particularly described as:
ALL that certain plot, piece or parcel of land, situate, lying and being in the
borough of Manhattan, County, City and State of New York, bounded and described
as follows:
BEGINNING at the corner formed by the intersection of the southerly side of Xxxx
00xx Xxxxxx and the westerly side of Third Avenue;
RUNNING THENCE southerly, along the westerly side of Third Avenue, 200'-10" to
the northerly side of Xxxx 00xx Xxxxxx;
THENCE westerly, along the northerly side of Xxxx 00xx Xxxxxx 420' to the
easterly side of Lexington Avenue;
THENCE northerly along the easterly side of Lexington Avenue, 200'-10" to the
southerly side of Xxxx 00xx Xxxxxx;
THENCE easterly, along the southerly side of East 59th Street, 420' to the point
or place of BEGINNING.
TOGETHER with the benefits and SUBJECT to the burdens of the easements set forth
in the deed made by Seven Thirty One Limited Partnership to 00xx Xxxxxx
Corporation dated as of 8/1/2001 and recorded 8/8/2001 in Reel 3339 Page 1100.
