Preview
FILED: NEW YORK COUNTY CLERK 07/07/2022 07:11 AM INDEX NO. 150315/2019
NYSCEF DOC. NO. 832 RECEIVED NYSCEF: 07/07/2022
1 of 17
FILED: NEW YORK COUNTY CLERK 07/07/2022 07:11 AM INDEX NO. 150315/2019
NYSCEF DOC. NO. 832 RECEIVED NYSCEF: 07/07/2022
2 of 17
FILED: NEW YORK COUNTY CLERK 06/30/2022
07/04/2022
07/07/2022 09:45
05:48
07:11 PM
AM INDEX NO. 150315/2019
NYSCEF DOC. NO. 830
831
832 RECEIVED NYSCEF: 06/30/2022
07/04/2022
07/07/2022
AMENDED
1
3 of 15
17
FILED: NEW YORK COUNTY CLERK 06/30/2022
07/04/2022
07/07/2022 09:45
05:48
07:11 PM
AM INDEX NO. 150315/2019
NYSCEF DOC. NO. 830
831
832 RECEIVED NYSCEF: 06/30/2022
07/04/2022
07/07/2022
SCHEDULE OF REQUESTED DOCUMENTS AND INFORMATION
Definitions
(1) Communication. The term “communication” means the transmittal of information (in
the form of facts, ideas, inquiries or otherwise).
(2) Document. The term “document” is defined to be synonymous in meaning and equal
in scope to the usage of the term “documents and things” within the meaning of CPLR 3120)(1)
and the meaning of “electronically stored information” as defined in Appendix A to the Uniform
Civil Rules for The Supreme Court & The County Court, 22 NYCRR 202 et seq. A draft or non-
identical copy is a separate document within the meaning of this term.
(3) Identify (with respect to persons). When referring to a person, “to identify” means to
give, to the extent known, the person’s full name, present or last known address, and when
referring to a natural person, additionally, the present or last known place of employment. Once
a person has been identified in accordance with this subparagraph, only the name of that person
need be listed in response to subsequent discovery requesting the identification of that person.
(4) Identify (with respect to documents). When referring to documents, “to identify”
means to give, to the extent known, the (i) type of document; (ii) general subject matter; (iii) date
of the document; and (iv) author(s), addressee(s) and recipient(s).
(5) Parties. The terms “plaintiff” and “defendant” as well as a party’s full or abbreviated
name or a pronoun referring to a party mean the party and, where applicable, its officers,
directors, employees, partners, corporate parent, subsidiaries or affiliates. This definition is not
intended to impose a discovery obligation on any person who is not a party to the litigation.
(6) Person. The term “person” is defined as any natural person or any legal entity,
including, without limitation, any business or governmental entity or association.
(7) Concerning. The term “concerning” means relating to, referring to, describing,
evidencing or constituting.
(8) Email message. The term “email message” means a single email that was sent or
received. For example, in an exchange consisting of a email that is sent and the recipient’s
response, the sender and the recipient each sent (and received) a single “email message.” An
“email thread” is a “chain” comprised of the original “email message,” responses and any
forwarded messages. An “email thread” will consist of multiple “email messages” and the
responses and the forwarded messages are also distinct “email messages.”
Rules of Construction
(1) All/Each. The term “all” and “each” shall be construed as all and each.
2
2
4 of 15
17
FILED: NEW YORK COUNTY CLERK 06/30/2022
07/04/2022
07/07/2022 09:45
05:48
07:11 PM
AM INDEX NO. 150315/2019
NYSCEF DOC. NO. 830
831
832 RECEIVED NYSCEF: 06/30/2022
07/04/2022
07/07/2022
(2) And/Or. The connectives “and” and “or” shall be construed either disjunctively
or conjunctively as necessary to bring within the scope of the discovery request all responses that
might otherwise be construed to be outside or its scope.
(3) Number. The use of the singular form of any word includes the plural and vice
versa.
Instructions
(1) Where a claim of privilege is asserted in objecting to any document request, or
sub-part thereof, and an answer is not provided on the basis of such assertion,
(i) in the objection to the document demand, or sub-part thereof, identify the nature of the
privilege (including work product) which is being claimed and if the privilege is being asserted
in connection with a claim or defense governed by state law, indicate the state’s privilege rule
being invoked; and (iii) the following information shall be provided in the objection, unless
divulgence of such information would cause disclosure of the allegedly privileged information:
(a) the type of document;
(b) general subject matter of the document
(c) the date of the document;
(d) such other information sufficient to identify the document including,
where appropriate, the author of the document, the address of the document, and, where not
apparent, the relationship of the author and addressee to each other.
(2) The specification of documents to be produced shall be in sufficient detail to permit
the location and identification of the records and to ascertain the answer as readily as could the
party from whom discovery is sought.
(3) Produce any computerized information or summaries thereof unless these materials
are privileged or otherwise immune from discovery.
(4) Produce any relevant compilations, abstracts or summaries in its custody or readily
obtainable unless these materials are privileged or otherwise immune from discovery.
Requests
1. Documents concerning whether Harris Freidus’ conversation with Larry Goldman
referred in his August 19, 2009 email to Michael Sanford concerned a property located at 44
East 67th Street, Apt. PHC, New York, New York 10165 or, instead, properties located at 10
Bedford Street, New York, New York 10014.
2. Documents concerning any communications that Freidus had with Michael Sanford
concerning Sanford’s representation in the January 23, 2006 letter of intent annexed hereto as
Exhibit 1 concerning Sanford’s statement that “Pursuit; Pursuit will execute a mortgage interest
with Knopf for the property known as PHC.”
3
3
5 of 15
17
FILED: NEW YORK COUNTY CLERK 06/30/2022
07/04/2022
07/07/2022 09:45
05:48
07:11 PM
AM INDEX NO. 150315/2019
NYSCEF DOC. NO. 830
831
832 RECEIVED NYSCEF: 06/30/2022
07/04/2022
07/07/2022
3. Documents concerning any communications that Freidus had with Michael Sanford
concerning Sanford’s statement in the February 9, 2006 agreement annexed as Exhibit 2 annexed
as Exhibit 2 that “Pursuit will provide you with a mortgage on Penthouse C.”
4. Documents concerning any communications with the defendants or defendants’
counsel in this action concerning Justice Lebovits’ upholding of attorney fraud and deceit claims
under Judiciary Law §487 against, inter alia, Dorsey & Whitney, LLP in connection with
Pursuit Holdings, LLC’s sale of the apartment located at 44 East 67th Street, PHC, New York,
New York 10165. in a decision reported at Knopf v. Esposito, et al., 2021 WL 1134901 (Sup.
Ct., New York, Co., Mar. 4, 2021).
5. Documents concerning any communications with the defendants or defendants’
counsel in this action concerning the Second Circuit’s reinstatement of a civil rights conspiracy
claim under 42 U.S.C. §1983 against, inter alia, Dorsey & Whitney, LLP in connection with
Pursuit Holdings, LLC’s sale of the apartment located at 44 East 67th Street, PHC, New York,
New York 10165. in a decision reported at Knopf v. Esposito, et al., 2021 WL 1134901 (Sup.
Ct., New York, Co., Mar. 4, 2021).
6. Documents concerning any communications with the defendants or defendants’
counsel in this action concerning the Manhattan District Attorney’s indictment of Frank Esposito
and Melissa Ringel on official misconduct charges in the case entitled People v. Ringel and
Esposito, Supreme Court, New York County (Criminal Term), Indictment No. 1237/2021 in
connection with Pursuit Holdings, LLC’s sale of the apartment located at 44 East 67th Street,
PHC, New York, New York 10165.
7. Documents concerning the funding of any Paul Weiss escrow account or sub-escrow
account created or utilized in connection with Pursuit Holdings, LLC’s purchase of
Condominium Units 1, 2 and 4 at 10 Bedford Street, New York, New York 10014, including
document concerning
(a) The amounts received into escrow;
(b) The dates of any amounts received;
(c) The identity and owner of the accounts from which funds were received;
(d) The disbursement, uses, amounts paid and payees of all amounts received;
(e) Amount allocated or transferred to pay Paul Weiss’ legal fees;
(f) Any amounts paid to Michael Sanford to a payee designated by Sanford;
(g) Any investigation by Paul Weiss as to the actual beneficial owner or owner(s) of the
accounts from which funds were received into escrow for the purpose of the purchase of the 10
Bedford Units1, 2 and 4; and
(h) Telephone calls from Michael Knopf received by Paul Weiss inquiring as to the status
of funds received by Paul Weiss in escrow for the purchase of the 10 Bedford Units 1, 2 and 4.
8. Documents concerning price negotiations for any of the 10 Bedford Units, 1, 2 and 4.
4
4
6 of 15
17
FILED: NEW YORK COUNTY CLERK 06/30/2022
07/04/2022
07/07/2022 09:45
05:48
07:11 PM
AM INDEX NO. 150315/2019
NYSCEF DOC. NO. 830
831
832 RECEIVED NYSCEF: 06/30/2022
07/04/2022
07/07/2022
9. All communications with Michael Sanford concerning the 10 Bedford Units 1, 2 and
4.
10. All communications with Michael Sanford concerning 44 East 67th Street, PHC.
11. All communications with Larry Goldman concerning the 10 Bedford Units 1, 2 and
4.
12. All communications with Larry Goldman concerning the 44 East 67th Street, PHC.
13. Communications with Dorsey & Whitney or any person acting on Dorsey’s behalf,
including but not limited to Michael Sanford, any attorney at Dorsey & Whitney, any attorney at
Patterson Belknap Webb & Tyler LLP and/or any attorney at Morvillo Abramowitz Grand Iason
& Anello PC soliciting or in any fashion concerning the January 27, 2021 declaration annexed
hereto as Exhibit 3, including any drafts of that declaration.
14. Any communications with Frank M. Esposito, Michael H. Sanford and/or Edward
S. Feldman concerning a request for permission to file the January 27, 2021 declaration annexed
hereto as Exhibit 3 in the action entitled Knopf v. Esposito, et. al., 17 Civ. 5833 (S.D.N.Y.) in
support of motions by Esposito and/or Feldman.
15. Paul Weiss’ matter file for Pursuit Holdings, LLC’s purchase of 44 East 67th Street,
PHC.
16. Paul Weiss’ matter file for Pursuit Holdings, LLC’s purchase of the Condominium
Units 1, 2 and 4 at 10 Bedford Street.
17. Any payments or agreements to pay Freidus or Paul Weiss, including agreements to
a pay hourly rates, in connection with Freidus’ role as a witness in this case.
– * * *– End of Document – * * *–
5
5
7 of 15
17
FILED: NEW YORK COUNTY CLERK 06/30/2022
07/04/2022
07/07/2022 09:45
05:48
07:11 PM
AM INDEX NO. 150315/2019
NYSCEF DOC. NO. 830
831
832 RECEIVED NYSCEF: 06/30/2022
07/04/2022
07/07/2022
EXHIBIT 1
6
8 of 15
17
FILED: NEW YORK COUNTY CLERK 06/30/2022
07/04/2022
07/07/2022 09:45
05:48
07:11 PM
AM INDEX NO. 150315/2019
NYSCEF DOC. NO. 830
831
832 RECEIVED NYSCEF: 06/30/2022
07/04/2022
07/07/2022
•
1/23/06
PersonaJ loan between Michael I. Knopf (and/or Delphi Capital Management, LLC) and
Pursuit Holdings LLC (sole member, Michael Hayden Sanford)
• Property: Condominium unit, Penthouse C, at 44 East 67th Street, NY, NY 10021 ("PHC").
• Loan amount: $1,800,000 loan, effective date f-ebruary 1, 2006 (actual disbursement may be up to
4 business days prior co 2/1/06) .
• • L2an tenn: Term is 12 months or less; all or part of the loan amount may be repaid at any time,
evidenced by return of such monies to the Sanford Partners Voyager Fund, LP ("Voyager Fund")
and email notification to Michael T. Knopf (MK1WOINC@aol.com) that these monies have been
rctumed lO the Michael I. K.nopf/Delphi Capital Management, LLC ("KnopP') capital account in
• •
the Voyager Fund .
Method of disbursement of loan proceeds: $1,800,000 will fu-slbe loaned, evidenced by a loan
agreemenl, by Knopf to Michael H. Sanford/Pursuit Holc.Ungs LLC (collectively "Pursuit").
Michael H. Sanford, in his capacity as Managing Member of the Voyager Fund, will authorize the
internal allocation of the $1,800,000 fiom the Knopf capital account to Michael H . Sanford/MH
Sanford & Co., ILC's ("Sanford") capital account in the Voyager Fund. Sanford will then
withdraw the monies from the Voyager Fund and usc approxunately $1,660,000 of such monies,
on behalf of Pursuit, to pay the Seller of PHC, in full,for the apartment and co pay other dosing
costs. The closing is scheduled to occur no later than 1/31/06. The remaining monies, estimated
to be approximately $140,000, will remain with Pursuit.
• • ~nership:
using this
Pursuit Holdings LLC
entity. PHC will be
is the buyer of record on
the only real estate owned
the purchase contract and I will close
by Pursuit; Pursuit will execute a
mortgage interest with Knopf for the property known as PHC. Mtchacl H. Sanford is the sole
member of Pursuit Holdings llC and Pursuit has no debts or other beneficial owners.
• Provision for improvement of prope..rn: It is anticipated Pw:sult will quickly renovate PHC with
allor part of the aforementioned $140,000, but is nor obligated to do so. Pursuit, at its sole
discretion, may return allor any part of this estimated $140,000 to Knopf's capital account in the
Voyager Fund, notify Knopf it has done so, and re borrow the returned capital, subject to the
same rate & terms, during the remaining 12 mo. term of the loan. Monies returned to Knopfs
capital account in the Voyager Fund will cease to be charged interest as of the date returned and, in
the event they arc re-bottowed, will be assessed interest as of the date again withdrawn.
• Description of property: The unit, PHC, is one of two Penthouses at 44 East 67th Street, a
boutique pre-war condominium apartment building located between Park Avenue and Madison
Avenue on 67"' Street that is comprised of approximately 44 residential units and ground floor
docco.r's offices. PHC contains 1857 sq. feet including a private, whoUy-owned ·set-back terrace.
The apartment bas a working wood bunUog fireplace, a bathroom with a Jacuzzi, a walk-in sauna,
high ceilings, existing plumbing for a former Y2 bath in a space that currendy serves as a dressing
area, a windowed kitchen, a windowed maio bath, a windowed din.ing room, a windowed living
room and a windowed bedroom with 2 exposures. There exists 2 doors to the wrap around
terrace which has views West overlooking Fifth Avenue and Central Park, South stretching to mid-
town and North to the upper 70's (the building is surrounded by townhouses for many blocks in
every direction, affording the penthouse unusual panoramic views). The building was designed by
Manhattan's premier luxury pre-war architect, Rosario Candela. Larger Candela apartments are
7
9 of 15
17
FILED: NEW YORK COUNTY CLERK 06/30/2022
07/04/2022
07/07/2022 09:45
05:48
07:11 PM
AM INDEX NO. 150315/2019
NYSCEF DOC. NO. 830
831
832 RECEIVED NYSCEF: 06/30/2022
07/04/2022
07/07/2022
t
among the most prized pre-wac homes in NYC, often commanding prices of S15-25 million or
more. The most expensive apartment eve.r sold in Manhattan is a penthouse that recently went to
contract for $44 million (to Rupert Murdoch) in a Candela bwld.wg 4 blocks to the South of 44
t East 67ch St.; the apactment contains 12,000 sq ft.,
1/3 of that being terrace space; this calculates to
$3,666 a sq. ft. A previous record for a Manhattan apartment was the penthouse at 740 Pack, 4
blocks to the North of 44 East 67u. St, which sold for approx.unately S37.5 million and was also a
Candela building. These buildings, similar lO most Candelas, have notoriously tough cooperative
boards mat forbid any mortgage whatsoever and reportedly regwre prospective owners to prove
that their liquid act-worth is at least 1Ox the apartment's selling price! fn comparison, 44 East 67th
Street is one of only a handfuJ of coadomin.iwn buildings on Lhe entire East Side between Pack and
fifth Avenues and prospective owners at 44 East 67'hSueet may flnance aU of their purchase,
corporate ownership is permitted, rencing units is permitted and being approved to purchase an
apartment is not particularly difficult. Additionally, 44 East 67"' Street does not have restrictions
on the size, type or nwnber of dogs, an extremely rare and sought after feature.
• Estimated property valuation: 1, through Pursuit, agreed to buy PHC approximately 1 year ago
and paid near asking p.ri.ce soon after it was put on the market (I have subsequently occupied the
unit as a renter/ licensee for the past 8 mombs). The foreign seller who had not lived in the unit
for many years wanted a closing in January 2006 for tax reasons and was happy with the $2,070,000
coouact pcice (including a direct payment of commission to the Seller's broker) as he had paid
t (according to broker) approximately $450,000 in 1993. $2,070,000 equates to S1, 114 per sq. ft for
both the interior and terrace space.
PHC has not been renovated in approximately 15 years and the apartment could significantly
benefit by being updated. According to real estate database www.propertysbark.com, unit 78 in 44
East 67th Street (also not renovated, no outdoor space nor open view) sold for $1,950,000 on
3/17/05; this unit has 1117 sq. feet, thus $1 ,745 pe.r sq.fL Unit 3B (even worse views), same
1117 sq. fL, just sold for $2,000,000 on 11 /15/05; this equates to $1,790 a sq. ft. I have spoken to
multiple brokers who all feel that PHC, despite a sizable portion being terrace space, should trade
at a premium to these sales; i.e.above $1,800 a sq. ft.,
especially if PHC was renovated. The one
caveat is that PHC can only be configured as a 1 bedroom because of structural elements while 7 B
& 38, although each ace even a few sq. ft.smaller on interior space than PHC, are very compact 2
bedroom apartments. Using $1,700 per sq. ft.as a muJriplc, PHC would sell for over $3,150,000.
As I am always particula.cly conservative with potential valuations, I would suggest using $1,500 a
sq. ft. (before renovation) as a multiple for PHC; tl1isequates to $2,785,000, minus transaction
costs. In any event, I believe there is a comfortable cushion of equity in PHC, reasonably around
$550,000, plus the $500,000 down payment Pursuit made before I began to occupy the unit as a
tenant/licensee (this deposit will be reduced by about $60,000 for my use and occupancy and will
be adjusted at closing). Thus, this $440,000 adjusted down payment plus $550,000 equity roughly
equals an estimated $1,000,000 of value Pursuit has to tbe apartment. Therefore, a $1,800,000 loan
secured by the S2,800,000 Wl-renovated PHC means Purswt will have 35% «down" in cash &
equity plus the $140,000 to improve the property's value as of lhe closmg.
• Additional loan collateral: I am willing to offer as addiooo.al security my equity in the real estate
holdings of Wyndclyffe, LLC. I am lhe sole member of Wyndclyffe, LLC, wluch was established
LO pUichase the property at 25 Wyodclyffe Court, Rb.tnebeck, NY 12572 rwyndclyffe"). Last
year, on 3/1/05, this uninhabited mansion, in need of major renovations, was assessed by the
Town of Rlunebeck at $710,000 (I successfully reduced th1s,noting my efforts to save the local
landmark). «Wyndclyffe" isan 1853 brick Romancsque 4 story house, originally builtwith 22
rooms, that now presides over 2 Yz acres (o.ri.ginally 80) with a 100ft. tall tower and turret sections
sited on a promontory overlooking the Hudson River with views West and South. I saved bet
2
10
8 of
of 15
17
FILED: NEW YORK COUNTY CLERK 06/30/2022
07/04/2022
07/07/2022 09:45
05:48
07:11 PM
AM INDEX NO. 150315/2019
NYSCEF DOC. NO. 830
831
832 RECEIVED NYSCEF: 06/30/2022
07/04/2022
07/07/2022
from bciog demolished after reading about her uncertain fate in an article on the front page of the
Wall Street Journal. Tbe beloved "castle," as she is known in the area, bas been on the cover of
books and magazines and has been thoroughly documented with a large archive in the Library of
• Congress (she, however, is
or renovation).
form
Icurrently
luckily not protected by any preservationist restrictions limiting my use
have a 3yr $225,000
of an interest-only loan at 8% per yr. with
mortgage provided
the principal due as
by Wyndclyffe's Seller, in
a balloon payment on March
the
15th 2007. I have made approximately $20,000 - $30,000 in improvements tO the property and
would estimate the "castle" is conservatively worth $700,000 to $800,000 in its current condition.
It is reasonable to estimate my equity in the property 1S in excess of $500,000.
t
• Title insurance: Title insurance on condo urut PHC has been pre-arranged and should cost an
estimated $8,350 which will be paid by Pursuit at or before closing.
• NYC "mansion tax": 1% NYC tax on real property selling for $1 million or more. Pursuit will be
responsible for paying this $20,500 tax.
• Property insurance: [ currently have in place property insurance through Chubb Insurance
('Masterpiece policy") for both 44 East 67'n Street, PI JC, NY, NY and 25 Wynddyffe Court,
Rhinebeck, NY. The amounts of coverage for the condominium urut are in accordance with the
building's bylaws and this coverage will remain in force during the course of Pursuit's ownership.
• Rate of Loan: 7.5% per annum for a period of up to 12 months on monies withdrawn from
Knopf's capital account in the Voyager Fund. At any time during the duration of this loan, Pursuit
may repay all or part of the $1,800,000 made available to it by Knopf, and at such time will cease to
incur interest expense on the repaid amounts.
• Method of interest repayment: Upon fu11 and finalrepayment of the entire principal amount of
the Joan, $1,800,000, on February 1, 2007 or at an earlier time as determined by Pursuit, Pursuit
will issue a note to Knopf for all of the accrued intcresl owed to Knopf during the teon of this
loan. The amount of this note will be added to the principal amount of an existing $450,000 loan
between Knopf and Sanford dated 10/12/03 and will be due and payable at which time such
$450,000 Joan, and itsapplicable accrued interest, is satisfied. The $450,000 Joan was agreed by
Knopf on 10/12/03 to be p~yable on or before December 31, 2010. Tb.is proposed timing of the
repayment of the accrued interest on the $1,800,000 loan is intended to afford Knopf certain
benefits. Alternatively, Pursuit and or Sanford will satisfy tbe interest debt on the loan for PHC at
which time the entire $1,800,000 principal is repaid to Knopf.
• Loan documentation; Documents Michael Hayden Sanford, as an individual, and Pursuit
Holdings LLC will joiody execute: (A) mortgage lien against 44 East 67u., Penthouse C, New York,
NY 10021 (B) personal guarantee (q instrument noting Wyodclyffe, LLC's real estate property,
located at 25 Wyndclyffe Court, Rhinebeck, NY, 12572, is additional collateral to secure the
mortgage on PHC (I would like to retain the ability to refinance the Wyndclyffe property later this
year, but have no plans to do so now).
• Notification: Pursuit Holdings LLC c/ o Sanford Partners 815 Fifth Avenue New Yot:k, NY
10021. Tel.: (212) 246- 2800, Facsimile: (212) 246 - 2810, Email: mhs@sanfordpartners.com
• Tax-Ids: Pursuit Holdings LLC (68-0603-651); Wyndclyffe, LLC (77-0612265)
AJl information contained herein is believed to be correct, but its accuracy cannot be guaranteed.
3
11
9 of
of 15
17
FILED: NEW YORK COUNTY CLERK 06/30/2022
07/04/2022
07/07/2022 09:45
05:48
07:11 PM
AM INDEX NO. 150315/2019
NYSCEF DOC. NO. 830
831
832 RECEIVED NYSCEF: 06/30/2022
07/04/2022
07/07/2022
EXHIBIT 2
10
12 of 15
17
FILED: NEW YORK COUNTY CLERK 06/30/2022
07/04/2022
07/07/2022 09:45
05:48
07:11 PM
AM INDEX NO. 150315/2019
NYSCEF DOC. NO. 830
831
832 RECEIVED NYSCEF: 06/30/2022
07/04/2022
07/07/2022
U4f/.;JU/VV ,LV.vt ,.n.~
Page 1 of2
Michael Sanford
---~-----------
From: Michael Sanford (mhs@sanfordpartners.com)
Sent: Thursday, February 09, 2006 12:51 AM
To: 'MKTWOINC@aol.com'
t Cc: 'Michael Knopf'
Subject: loan acknowledgement prior to formal documentation
Michael,
• As requested, I hereby acknowledge recei it of$1,690,860.0~fr
from Delphi Capital Management LLC, or other entity which
Michaei and Nor~a Knopf(and/or
ou may designate) wbich was loaned to
Michael Hayden Sanford and Pursuit Ho ldiil.gs LLC on J3P ary 31, 2006 so that Pursuit Holdings could
complete its purchase ofcondominiwn unit Penthouse'C at 44 East 67th Street, New York, NY 10021.
As it is understood between you and I, Pursuit will execut e an agreement evidencing this interest only
loan, which will be for a duration of not more than 24 months from inception, and the interest rate for
the first 12 months will be at 9% per annum. The entire loan, or any portion of it, may be repaid without
penalty at any time. Pursuit will provide you with a mortgage on Penthouse C and, if you wish, I will
provide the additional collateral of my property in Rhinebeck, New York. known as the "Wyndclyffe
castle." If you require that the mortgage on Penthouse C be recorded in NYC, I will be responsible for
paying 50% of ~s expense.
I guarantee that until which time you and I execute agreements with respect to the loan for Penthouse C,
I will not offer for sale, mortgage, hypothecate or otherwise encumber Penthouse C.
I understand that we have to work out details for the interest on year 2, whether I will be making
monthly interest payments to you, the terms for additional funds to improve the property, bow and when
the loan proceeds will be repaid after the anticipated sale ofPenthouse C, etc.
In the event of my death or incapacitation prior to these agreement(s) being completed, I hereby
authorize you to sell, without contest from my estate, Penthouse C to recover your loan principal and
interest owed. The remaining funds, if any, from such sale are then to be retun1ed to my estate.
I recognize that this email is not the compreh
Preview
FILED: NEW YORK COUNTY CLERK 07/07/2022 07:11 AM INDEX NO. 150315/2019 NYSCEF DOC. NO. 832 RECEIVED NYSCEF: 07/07/2022 1 of 17 FILED: NEW YORK COUNTY CLERK 07/07/2022 07:11 AM INDEX NO. 150315/2019 NYSCEF DOC. NO. 832 RECEIVED NYSCEF: 07/07/2022 2 of 17 FILED: NEW YORK COUNTY CLERK 06/30/2022 07/04/2022 07/07/2022 09:45 05:48 07:11 PM AM INDEX NO. 150315/2019 NYSCEF DOC. NO. 830 831 832 RECEIVED NYSCEF: 06/30/2022 07/04/2022 07/07/2022 AMENDED 1 3 of 15 17 FILED: NEW YORK COUNTY CLERK 06/30/2022 07/04/2022 07/07/2022 09:45 05:48 07:11 PM AM INDEX NO. 150315/2019 NYSCEF DOC. NO. 830 831 832 RECEIVED NYSCEF: 06/30/2022 07/04/2022 07/07/2022 SCHEDULE OF REQUESTED DOCUMENTS AND INFORMATION Definitions (1) Communication. The term “communication” means the transmittal of information (in the form of facts, ideas, inquiries or otherwise). (2) Document. The term “document” is defined to be synonymous in meaning and equal in scope to the usage of the term “documents and things” within the meaning of CPLR 3120)(1) and the meaning of “electronically stored information” as defined in Appendix A to the Uniform Civil Rules for The Supreme Court & The County Court, 22 NYCRR 202 et seq. A draft or non- identical copy is a separate document within the meaning of this term. (3) Identify (with respect to persons). When referring to a person, “to identify” means to give, to the extent known, the person’s full name, present or last known address, and when referring to a natural person, additionally, the present or last known place of employment. Once a person has been identified in accordance with this subparagraph, only the name of that person need be listed in response to subsequent discovery requesting the identification of that person. (4) Identify (with respect to documents). When referring to documents, “to identify” means to give, to the extent known, the (i) type of document; (ii) general subject matter; (iii) date of the document; and (iv) author(s), addressee(s) and recipient(s). (5) Parties. The terms “plaintiff” and “defendant” as well as a party’s full or abbreviated name or a pronoun referring to a party mean the party and, where applicable, its officers, directors, employees, partners, corporate parent, subsidiaries or affiliates. This definition is not intended to impose a discovery obligation on any person who is not a party to the litigation. (6) Person. The term “person” is defined as any natural person or any legal entity, including, without limitation, any business or governmental entity or association. (7) Concerning. The term “concerning” means relating to, referring to, describing, evidencing or constituting. (8) Email message. The term “email message” means a single email that was sent or received. For example, in an exchange consisting of a email that is sent and the recipient’s response, the sender and the recipient each sent (and received) a single “email message.” An “email thread” is a “chain” comprised of the original “email message,” responses and any forwarded messages. An “email thread” will consist of multiple “email messages” and the responses and the forwarded messages are also distinct “email messages.” Rules of Construction (1) All/Each. The term “all” and “each” shall be construed as all and each. 2 2 4 of 15 17 FILED: NEW YORK COUNTY CLERK 06/30/2022 07/04/2022 07/07/2022 09:45 05:48 07:11 PM AM INDEX NO. 150315/2019 NYSCEF DOC. NO. 830 831 832 RECEIVED NYSCEF: 06/30/2022 07/04/2022 07/07/2022 (2) And/Or. The connectives “and” and “or” shall be construed either disjunctively or conjunctively as necessary to bring within the scope of the discovery request all responses that might otherwise be construed to be outside or its scope. (3) Number. The use of the singular form of any word includes the plural and vice versa. Instructions (1) Where a claim of privilege is asserted in objecting to any document request, or sub-part thereof, and an answer is not provided on the basis of such assertion, (i) in the objection to the document demand, or sub-part thereof, identify the nature of the privilege (including work product) which is being claimed and if the privilege is being asserted in connection with a claim or defense governed by state law, indicate the state’s privilege rule being invoked; and (iii) the following information shall be provided in the objection, unless divulgence of such information would cause disclosure of the allegedly privileged information: (a) the type of document; (b) general subject matter of the document (c) the date of the document; (d) such other information sufficient to identify the document including, where appropriate, the author of the document, the address of the document, and, where not apparent, the relationship of the author and addressee to each other. (2) The specification of documents to be produced shall be in sufficient detail to permit the location and identification of the records and to ascertain the answer as readily as could the party from whom discovery is sought. (3) Produce any computerized information or summaries thereof unless these materials are privileged or otherwise immune from discovery. (4) Produce any relevant compilations, abstracts or summaries in its custody or readily obtainable unless these materials are privileged or otherwise immune from discovery. Requests 1. Documents concerning whether Harris Freidus’ conversation with Larry Goldman referred in his August 19, 2009 email to Michael Sanford concerned a property located at 44 East 67th Street, Apt. PHC, New York, New York 10165 or, instead, properties located at 10 Bedford Street, New York, New York 10014. 2. Documents concerning any communications that Freidus had with Michael Sanford concerning Sanford’s representation in the January 23, 2006 letter of intent annexed hereto as Exhibit 1 concerning Sanford’s statement that “Pursuit; Pursuit will execute a mortgage interest with Knopf for the property known as PHC.” 3 3 5 of 15 17 FILED: NEW YORK COUNTY CLERK 06/30/2022 07/04/2022 07/07/2022 09:45 05:48 07:11 PM AM INDEX NO. 150315/2019 NYSCEF DOC. NO. 830 831 832 RECEIVED NYSCEF: 06/30/2022 07/04/2022 07/07/2022 3. Documents concerning any communications that Freidus had with Michael Sanford concerning Sanford’s statement in the February 9, 2006 agreement annexed as Exhibit 2 annexed as Exhibit 2 that “Pursuit will provide you with a mortgage on Penthouse C.” 4. Documents concerning any communications with the defendants or defendants’ counsel in this action concerning Justice Lebovits’ upholding of attorney fraud and deceit claims under Judiciary Law §487 against, inter alia, Dorsey & Whitney, LLP in connection with Pursuit Holdings, LLC’s sale of the apartment located at 44 East 67th Street, PHC, New York, New York 10165. in a decision reported at Knopf v. Esposito, et al., 2021 WL 1134901 (Sup. Ct., New York, Co., Mar. 4, 2021). 5. Documents concerning any communications with the defendants or defendants’ counsel in this action concerning the Second Circuit’s reinstatement of a civil rights conspiracy claim under 42 U.S.C. §1983 against, inter alia, Dorsey & Whitney, LLP in connection with Pursuit Holdings, LLC’s sale of the apartment located at 44 East 67th Street, PHC, New York, New York 10165. in a decision reported at Knopf v. Esposito, et al., 2021 WL 1134901 (Sup. Ct., New York, Co., Mar. 4, 2021). 6. Documents concerning any communications with the defendants or defendants’ counsel in this action concerning the Manhattan District Attorney’s indictment of Frank Esposito and Melissa Ringel on official misconduct charges in the case entitled People v. Ringel and Esposito, Supreme Court, New York County (Criminal Term), Indictment No. 1237/2021 in connection with Pursuit Holdings, LLC’s sale of the apartment located at 44 East 67th Street, PHC, New York, New York 10165. 7. Documents concerning the funding of any Paul Weiss escrow account or sub-escrow account created or utilized in connection with Pursuit Holdings, LLC’s purchase of Condominium Units 1, 2 and 4 at 10 Bedford Street, New York, New York 10014, including document concerning (a) The amounts received into escrow; (b) The dates of any amounts received; (c) The identity and owner of the accounts from which funds were received; (d) The disbursement, uses, amounts paid and payees of all amounts received; (e) Amount allocated or transferred to pay Paul Weiss’ legal fees; (f) Any amounts paid to Michael Sanford to a payee designated by Sanford; (g) Any investigation by Paul Weiss as to the actual beneficial owner or owner(s) of the accounts from which funds were received into escrow for the purpose of the purchase of the 10 Bedford Units1, 2 and 4; and (h) Telephone calls from Michael Knopf received by Paul Weiss inquiring as to the status of funds received by Paul Weiss in escrow for the purchase of the 10 Bedford Units 1, 2 and 4. 8. Documents concerning price negotiations for any of the 10 Bedford Units, 1, 2 and 4. 4 4 6 of 15 17 FILED: NEW YORK COUNTY CLERK 06/30/2022 07/04/2022 07/07/2022 09:45 05:48 07:11 PM AM INDEX NO. 150315/2019 NYSCEF DOC. NO. 830 831 832 RECEIVED NYSCEF: 06/30/2022 07/04/2022 07/07/2022 9. All communications with Michael Sanford concerning the 10 Bedford Units 1, 2 and 4. 10. All communications with Michael Sanford concerning 44 East 67th Street, PHC. 11. All communications with Larry Goldman concerning the 10 Bedford Units 1, 2 and 4. 12. All communications with Larry Goldman concerning the 44 East 67th Street, PHC. 13. Communications with Dorsey & Whitney or any person acting on Dorsey’s behalf, including but not limited to Michael Sanford, any attorney at Dorsey & Whitney, any attorney at Patterson Belknap Webb & Tyler LLP and/or any attorney at Morvillo Abramowitz Grand Iason & Anello PC soliciting or in any fashion concerning the January 27, 2021 declaration annexed hereto as Exhibit 3, including any drafts of that declaration. 14. Any communications with Frank M. Esposito, Michael H. Sanford and/or Edward S. Feldman concerning a request for permission to file the January 27, 2021 declaration annexed hereto as Exhibit 3 in the action entitled Knopf v. Esposito, et. al., 17 Civ. 5833 (S.D.N.Y.) in support of motions by Esposito and/or Feldman. 15. Paul Weiss’ matter file for Pursuit Holdings, LLC’s purchase of 44 East 67th Street, PHC. 16. Paul Weiss’ matter file for Pursuit Holdings, LLC’s purchase of the Condominium Units 1, 2 and 4 at 10 Bedford Street. 17. Any payments or agreements to pay Freidus or Paul Weiss, including agreements to a pay hourly rates, in connection with Freidus’ role as a witness in this case. – * * *– End of Document – * * *– 5 5 7 of 15 17 FILED: NEW YORK COUNTY CLERK 06/30/2022 07/04/2022 07/07/2022 09:45 05:48 07:11 PM AM INDEX NO. 150315/2019 NYSCEF DOC. NO. 830 831 832 RECEIVED NYSCEF: 06/30/2022 07/04/2022 07/07/2022 EXHIBIT 1 6 8 of 15 17 FILED: NEW YORK COUNTY CLERK 06/30/2022 07/04/2022 07/07/2022 09:45 05:48 07:11 PM AM INDEX NO. 150315/2019 NYSCEF DOC. NO. 830 831 832 RECEIVED NYSCEF: 06/30/2022 07/04/2022 07/07/2022 • 1/23/06 PersonaJ loan between Michael I. Knopf (and/or Delphi Capital Management, LLC) and Pursuit Holdings LLC (sole member, Michael Hayden Sanford) • Property: Condominium unit, Penthouse C, at 44 East 67th Street, NY, NY 10021 ("PHC"). • Loan amount: $1,800,000 loan, effective date f-ebruary 1, 2006 (actual disbursement may be up to 4 business days prior co 2/1/06) . • • L2an tenn: Term is 12 months or less; all or part of the loan amount may be repaid at any time, evidenced by return of such monies to the Sanford Partners Voyager Fund, LP ("Voyager Fund") and email notification to Michael T. Knopf (MK1WOINC@aol.com) that these monies have been rctumed lO the Michael I. K.nopf/Delphi Capital Management, LLC ("KnopP') capital account in • • the Voyager Fund . Method of disbursement of loan proceeds: $1,800,000 will fu-slbe loaned, evidenced by a loan agreemenl, by Knopf to Michael H. Sanford/Pursuit Holc.Ungs LLC (collectively "Pursuit"). Michael H. Sanford, in his capacity as Managing Member of the Voyager Fund, will authorize the internal allocation of the $1,800,000 fiom the Knopf capital account to Michael H . Sanford/MH Sanford & Co., ILC's ("Sanford") capital account in the Voyager Fund. Sanford will then withdraw the monies from the Voyager Fund and usc approxunately $1,660,000 of such monies, on behalf of Pursuit, to pay the Seller of PHC, in full,for the apartment and co pay other dosing costs. The closing is scheduled to occur no later than 1/31/06. The remaining monies, estimated to be approximately $140,000, will remain with Pursuit. • • ~nership: using this Pursuit Holdings LLC entity. PHC will be is the buyer of record on the only real estate owned the purchase contract and I will close by Pursuit; Pursuit will execute a mortgage interest with Knopf for the property known as PHC. Mtchacl H. Sanford is the sole member of Pursuit Holdings llC and Pursuit has no debts or other beneficial owners. • Provision for improvement of prope..rn: It is anticipated Pw:sult will quickly renovate PHC with allor part of the aforementioned $140,000, but is nor obligated to do so. Pursuit, at its sole discretion, may return allor any part of this estimated $140,000 to Knopf's capital account in the Voyager Fund, notify Knopf it has done so, and re borrow the returned capital, subject to the same rate & terms, during the remaining 12 mo. term of the loan. Monies returned to Knopfs capital account in the Voyager Fund will cease to be charged interest as of the date returned and, in the event they arc re-bottowed, will be assessed interest as of the date again withdrawn. • Description of property: The unit, PHC, is one of two Penthouses at 44 East 67th Street, a boutique pre-war condominium apartment building located between Park Avenue and Madison Avenue on 67"' Street that is comprised of approximately 44 residential units and ground floor docco.r's offices. PHC contains 1857 sq. feet including a private, whoUy-owned ·set-back terrace. The apartment bas a working wood bunUog fireplace, a bathroom with a Jacuzzi, a walk-in sauna, high ceilings, existing plumbing for a former Y2 bath in a space that currendy serves as a dressing area, a windowed kitchen, a windowed maio bath, a windowed din.ing room, a windowed living room and a windowed bedroom with 2 exposures. There exists 2 doors to the wrap around terrace which has views West overlooking Fifth Avenue and Central Park, South stretching to mid- town and North to the upper 70's (the building is surrounded by townhouses for many blocks in every direction, affording the penthouse unusual panoramic views). The building was designed by Manhattan's premier luxury pre-war architect, Rosario Candela. Larger Candela apartments are 7 9 of 15 17 FILED: NEW YORK COUNTY CLERK 06/30/2022 07/04/2022 07/07/2022 09:45 05:48 07:11 PM AM INDEX NO. 150315/2019 NYSCEF DOC. NO. 830 831 832 RECEIVED NYSCEF: 06/30/2022 07/04/2022 07/07/2022 t among the most prized pre-wac homes in NYC, often commanding prices of S15-25 million or more. The most expensive apartment eve.r sold in Manhattan is a penthouse that recently went to contract for $44 million (to Rupert Murdoch) in a Candela bwld.wg 4 blocks to the South of 44 t East 67ch St.; the apactment contains 12,000 sq ft., 1/3 of that being terrace space; this calculates to $3,666 a sq. ft. A previous record for a Manhattan apartment was the penthouse at 740 Pack, 4 blocks to the North of 44 East 67u. St, which sold for approx.unately S37.5 million and was also a Candela building. These buildings, similar lO most Candelas, have notoriously tough cooperative boards mat forbid any mortgage whatsoever and reportedly regwre prospective owners to prove that their liquid act-worth is at least 1Ox the apartment's selling price! fn comparison, 44 East 67th Street is one of only a handfuJ of coadomin.iwn buildings on Lhe entire East Side between Pack and fifth Avenues and prospective owners at 44 East 67'hSueet may flnance aU of their purchase, corporate ownership is permitted, rencing units is permitted and being approved to purchase an apartment is not particularly difficult. Additionally, 44 East 67"' Street does not have restrictions on the size, type or nwnber of dogs, an extremely rare and sought after feature. • Estimated property valuation: 1, through Pursuit, agreed to buy PHC approximately 1 year ago and paid near asking p.ri.ce soon after it was put on the market (I have subsequently occupied the unit as a renter/ licensee for the past 8 mombs). The foreign seller who had not lived in the unit for many years wanted a closing in January 2006 for tax reasons and was happy with the $2,070,000 coouact pcice (including a direct payment of commission to the Seller's broker) as he had paid t (according to broker) approximately $450,000 in 1993. $2,070,000 equates to S1, 114 per sq. ft for both the interior and terrace space. PHC has not been renovated in approximately 15 years and the apartment could significantly benefit by being updated. According to real estate database www.propertysbark.com, unit 78 in 44 East 67th Street (also not renovated, no outdoor space nor open view) sold for $1,950,000 on 3/17/05; this unit has 1117 sq. feet, thus $1 ,745 pe.r sq.fL Unit 3B (even worse views), same 1117 sq. fL, just sold for $2,000,000 on 11 /15/05; this equates to $1,790 a sq. ft. I have spoken to multiple brokers who all feel that PHC, despite a sizable portion being terrace space, should trade at a premium to these sales; i.e.above $1,800 a sq. ft., especially if PHC was renovated. The one caveat is that PHC can only be configured as a 1 bedroom because of structural elements while 7 B & 38, although each ace even a few sq. ft.smaller on interior space than PHC, are very compact 2 bedroom apartments. Using $1,700 per sq. ft.as a muJriplc, PHC would sell for over $3,150,000. As I am always particula.cly conservative with potential valuations, I would suggest using $1,500 a sq. ft. (before renovation) as a multiple for PHC; tl1isequates to $2,785,000, minus transaction costs. In any event, I believe there is a comfortable cushion of equity in PHC, reasonably around $550,000, plus the $500,000 down payment Pursuit made before I began to occupy the unit as a tenant/licensee (this deposit will be reduced by about $60,000 for my use and occupancy and will be adjusted at closing). Thus, this $440,000 adjusted down payment plus $550,000 equity roughly equals an estimated $1,000,000 of value Pursuit has to tbe apartment. Therefore, a $1,800,000 loan secured by the S2,800,000 Wl-renovated PHC means Purswt will have 35% «down" in cash & equity plus the $140,000 to improve the property's value as of lhe closmg. • Additional loan collateral: I am willing to offer as addiooo.al security my equity in the real estate holdings of Wyndclyffe, LLC. I am lhe sole member of Wyndclyffe, LLC, wluch was established LO pUichase the property at 25 Wyodclyffe Court, Rb.tnebeck, NY 12572 rwyndclyffe"). Last year, on 3/1/05, this uninhabited mansion, in need of major renovations, was assessed by the Town of Rlunebeck at $710,000 (I successfully reduced th1s,noting my efforts to save the local landmark). «Wyndclyffe" isan 1853 brick Romancsque 4 story house, originally builtwith 22 rooms, that now presides over 2 Yz acres (o.ri.ginally 80) with a 100ft. tall tower and turret sections sited on a promontory overlooking the Hudson River with views West and South. I saved bet 2 10 8 of of 15 17 FILED: NEW YORK COUNTY CLERK 06/30/2022 07/04/2022 07/07/2022 09:45 05:48 07:11 PM AM INDEX NO. 150315/2019 NYSCEF DOC. NO. 830 831 832 RECEIVED NYSCEF: 06/30/2022 07/04/2022 07/07/2022 from bciog demolished after reading about her uncertain fate in an article on the front page of the Wall Street Journal. Tbe beloved "castle," as she is known in the area, bas been on the cover of books and magazines and has been thoroughly documented with a large archive in the Library of • Congress (she, however, is or renovation). form Icurrently luckily not protected by any preservationist restrictions limiting my use have a 3yr $225,000 of an interest-only loan at 8% per yr. with mortgage provided the principal due as by Wyndclyffe's Seller, in a balloon payment on March the 15th 2007. I have made approximately $20,000 - $30,000 in improvements tO the property and would estimate the "castle" is conservatively worth $700,000 to $800,000 in its current condition. It is reasonable to estimate my equity in the property 1S in excess of $500,000. t • Title insurance: Title insurance on condo urut PHC has been pre-arranged and should cost an estimated $8,350 which will be paid by Pursuit at or before closing. • NYC "mansion tax": 1% NYC tax on real property selling for $1 million or more. Pursuit will be responsible for paying this $20,500 tax. • Property insurance: [ currently have in place property insurance through Chubb Insurance ('Masterpiece policy") for both 44 East 67'n Street, PI JC, NY, NY and 25 Wynddyffe Court, Rhinebeck, NY. The amounts of coverage for the condominium urut are in accordance with the building's bylaws and this coverage will remain in force during the course of Pursuit's ownership. • Rate of Loan: 7.5% per annum for a period of up to 12 months on monies withdrawn from Knopf's capital account in the Voyager Fund. At any time during the duration of this loan, Pursuit may repay all or part of the $1,800,000 made available to it by Knopf, and at such time will cease to incur interest expense on the repaid amounts. • Method of interest repayment: Upon fu11 and finalrepayment of the entire principal amount of the Joan, $1,800,000, on February 1, 2007 or at an earlier time as determined by Pursuit, Pursuit will issue a note to Knopf for all of the accrued intcresl owed to Knopf during the teon of this loan. The amount of this note will be added to the principal amount of an existing $450,000 loan between Knopf and Sanford dated 10/12/03 and will be due and payable at which time such $450,000 Joan, and itsapplicable accrued interest, is satisfied. The $450,000 Joan was agreed by Knopf on 10/12/03 to be p~yable on or before December 31, 2010. Tb.is proposed timing of the repayment of the accrued interest on the $1,800,000 loan is intended to afford Knopf certain benefits. Alternatively, Pursuit and or Sanford will satisfy tbe interest debt on the loan for PHC at which time the entire $1,800,000 principal is repaid to Knopf. • Loan documentation; Documents Michael Hayden Sanford, as an individual, and Pursuit Holdings LLC will joiody execute: (A) mortgage lien against 44 East 67u., Penthouse C, New York, NY 10021 (B) personal guarantee (q instrument noting Wyodclyffe, LLC's real estate property, located at 25 Wyndclyffe Court, Rhinebeck, NY, 12572, is additional collateral to secure the mortgage on PHC (I would like to retain the ability to refinance the Wyndclyffe property later this year, but have no plans to do so now). • Notification: Pursuit Holdings LLC c/ o Sanford Partners 815 Fifth Avenue New Yot:k, NY 10021. Tel.: (212) 246- 2800, Facsimile: (212) 246 - 2810, Email: mhs@sanfordpartners.com • Tax-Ids: Pursuit Holdings LLC (68-0603-651); Wyndclyffe, LLC (77-0612265) AJl information contained herein is believed to be correct, but its accuracy cannot be guaranteed. 3 11 9 of of 15 17 FILED: NEW YORK COUNTY CLERK 06/30/2022 07/04/2022 07/07/2022 09:45 05:48 07:11 PM AM INDEX NO. 150315/2019 NYSCEF DOC. NO. 830 831 832 RECEIVED NYSCEF: 06/30/2022 07/04/2022 07/07/2022 EXHIBIT 2 10 12 of 15 17 FILED: NEW YORK COUNTY CLERK 06/30/2022 07/04/2022 07/07/2022 09:45 05:48 07:11 PM AM INDEX NO. 150315/2019 NYSCEF DOC. NO. 830 831 832 RECEIVED NYSCEF: 06/30/2022 07/04/2022 07/07/2022 U4f/.;JU/VV ,LV.vt ,.n.~ Page 1 of2 Michael Sanford ---~----------- From: Michael Sanford (mhs@sanfordpartners.com) Sent: Thursday, February 09, 2006 12:51 AM To: 'MKTWOINC@aol.com' t Cc: 'Michael Knopf' Subject: loan acknowledgement prior to formal documentation Michael, • As requested, I hereby acknowledge recei it of$1,690,860.0~fr from Delphi Capital Management LLC, or other entity which Michaei and Nor~a Knopf(and/or ou may designate) wbich was loaned to Michael Hayden Sanford and Pursuit Ho ldiil.gs LLC on J3P ary 31, 2006 so that Pursuit Holdings could complete its purchase ofcondominiwn unit Penthouse'C at 44 East 67th Street, New York, NY 10021. As it is understood between you and I, Pursuit will execut e an agreement evidencing this interest only loan, which will be for a duration of not more than 24 months from inception, and the interest rate for the first 12 months will be at 9% per annum. The entire loan, or any portion of it, may be repaid without penalty at any time. Pursuit will provide you with a mortgage on Penthouse C and, if you wish, I will provide the additional collateral of my property in Rhinebeck, New York. known as the "Wyndclyffe castle." If you require that the mortgage on Penthouse C be recorded in NYC, I will be responsible for paying 50% of ~s expense. I guarantee that until which time you and I execute agreements with respect to the loan for Penthouse C, I will not offer for sale, mortgage, hypothecate or otherwise encumber Penthouse C. I understand that we have to work out details for the interest on year 2, whether I will be making monthly interest payments to you, the terms for additional funds to improve the property, bow and when the loan proceeds will be repaid after the anticipated sale ofPenthouse C, etc. In the event of my death or incapacitation prior to these agreement(s) being completed, I hereby authorize you to sell, without contest from my estate, Penthouse C to recover your loan principal and interest owed. The remaining funds, if any, from such sale are then to be retun1ed to my estate. I recognize that this email is not the compreh