On December 11, 2019 a
Exhibit,Appendix
was filed
involving a dispute between
Shaul Kopelowitz,
and
Michael A K A Yechiel Lechtenstein,
Toby Moskowitz,
for Commercial - Contract
in the District Court of Kings County.
Preview
FILED: KINGS COUNTY CLERK 01/17/2020 09:26 AM INDEX NO. 527036/2019
NYSCEF DOC. NO. 12 RECEIVED NYSCEF: 01/17/2020
Addendum to Operating Agreement of 564 St Johns Holdings LLC
This isan addendum to the Aniended and Restated Limited Liability Company Operating Agreement
(the"
("OA") of 564 St Johns Holdings LLC Company"). The below described terms and agreement is
intended to override and prevail on all terms, conditions and agreement in the original OAdated as of
April 20, 2018 between Northside Partners LLC, Toby Moskovits, Michael Lichtenstein (collectively,the
"Sponsors") and SK 564 LLC (the "Member"). All other terms of the OA shallremain the same.
Whereas on even date herewith Arbor Realty Trust is lending the sum of 97 Million Two Hundred Fifty
dollars ($97,250,000.00) to the Company ("Arbor Loan"), and isrequiring that Shaul Kopelowitz sign
various personal guarantees in order forthe Arbor to fund the loan today.
Therefore the Sponsors and Managing Members, which are described in the April 20, 2018 Operating
Agreement as being Toby Moskovits and Michael Lichtenstein( "Collectively Toby & Michael") and
Shaul Kopelowitz ("SK")agree to the following:
Upon signing by SK of the guarantees for the Arbor loan, including the Completion Guarantee, the
Liquidity Guarantee, the Envireñmeñtal Guarantee then SK shall have the absolute and uninhibited right
Property"
to sellthe property at 564 St Johns Place, Brooklyn NY, "The which isowned by the Company
under the following conditions as enumerated hereafter.
1) The property shall be sold in an arms length transaction to a bona fide third and unrelated party
and shallbe marketed at the maximum price possible and at maximum market value.
2) The brokers for the sale of the property shallbe either Steve Vegh of Westwood Realty, or
Anthony Orso of Newmark/CCRE. Ifthe property is soldthrough Orso/Newmark then
Vegh/Westwood shall be paid a co-broker fee as per standard market rates.
3) The property shall be marketed appropriately in a reasonable fashion and per standard business
practices and Company shall not be required to accept any offer for less then One Hundred
Twenty Million Dollars ($120,000,000).
4) The marketing period shall be for a period of not less then One Hundred and Twenty (120) days
45
from August 2018. The property shall not be put into Contract before the mini=1m period of
120 days.
5) If 120 days pass and neither broker delivers an offer of at least $120,000,000.00 then SK may
retainany broker of itschoosing and may sellto the highest bidder at current market rates in due
course to a bona fide Buyer.
6) In addition, Neil Fink as escrow agent shall be receive on behalf of SK a Confession of Judgmeñt
signed by Toby and Michael forthe amount of $6,350,000.00 (and shall be held in escrow under
provisions of a separate escrow agreement).
7) In addition, upon the sale there shall be a profit payment which shall be calculated as the lesser of
$1.75 million or 10% of the profitamount, as per the OA.
This Agreement may be executed in any number of counterparts, each of which shall be deemed an
original but allof which together shall constitute one and the same instrument. A facsimile and/or pdf
copy of original signature(s) shall be deemed original for purposes of this Agreement.
FILED: KINGS COUNTY CLERK 01/17/2020 09:26 AM INDEX NO. 527036/2019
NYSCEF DOC. NO. 12 RECEIVED NYSCEF: 01/17/2020
"
We hereby attached our signatures to this agreement on this day of Augu st 2018.
Toby Mosko its
Michael Lichtenstein
Shaul Kopelowitz
Document Filed Date
January 17, 2020
Case Filing Date
December 11, 2019
Category
Commercial - Contract
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Preview
FILED: KINGS COUNTY CLERK 01/17/2020 09:26 AM INDEX NO. 527036/2019 NYSCEF DOC. NO. 12 RECEIVED NYSCEF: 01/17/2020 Addendum to Operating Agreement of 564 St Johns Holdings LLC This isan addendum to the Aniended and Restated Limited Liability Company Operating Agreement (the" ("OA") of 564 St Johns Holdings LLC Company"). The below described terms and agreement is intended to override and prevail on all terms, conditions and agreement in the original OAdated as of April 20, 2018 between Northside Partners LLC, Toby Moskovits, Michael Lichtenstein (collectively,the "Sponsors") and SK 564 LLC (the "Member"). All other terms of the OA shallremain the same. Whereas on even date herewith Arbor Realty Trust is lending the sum of 97 Million Two Hundred Fifty dollars ($97,250,000.00) to the Company ("Arbor Loan"), and isrequiring that Shaul Kopelowitz sign various personal guarantees in order forthe Arbor to fund the loan today. Therefore the Sponsors and Managing Members, which are described in the April 20, 2018 Operating Agreement as being Toby Moskovits and Michael Lichtenstein( "Collectively Toby & Michael") and Shaul Kopelowitz ("SK")agree to the following: Upon signing by SK of the guarantees for the Arbor loan, including the Completion Guarantee, the Liquidity Guarantee, the Envireñmeñtal Guarantee then SK shall have the absolute and uninhibited right Property" to sellthe property at 564 St Johns Place, Brooklyn NY, "The which isowned by the Company under the following conditions as enumerated hereafter. 1) The property shall be sold in an arms length transaction to a bona fide third and unrelated party and shallbe marketed at the maximum price possible and at maximum market value. 2) The brokers for the sale of the property shallbe either Steve Vegh of Westwood Realty, or Anthony Orso of Newmark/CCRE. Ifthe property is soldthrough Orso/Newmark then Vegh/Westwood shall be paid a co-broker fee as per standard market rates. 3) The property shall be marketed appropriately in a reasonable fashion and per standard business practices and Company shall not be required to accept any offer for less then One Hundred Twenty Million Dollars ($120,000,000). 4) The marketing period shall be for a period of not less then One Hundred and Twenty (120) days 45 from August 2018. The property shall not be put into Contract before the mini=1m period of 120 days. 5) If 120 days pass and neither broker delivers an offer of at least $120,000,000.00 then SK may retainany broker of itschoosing and may sellto the highest bidder at current market rates in due course to a bona fide Buyer. 6) In addition, Neil Fink as escrow agent shall be receive on behalf of SK a Confession of Judgmeñt signed by Toby and Michael forthe amount of $6,350,000.00 (and shall be held in escrow under provisions of a separate escrow agreement). 7) In addition, upon the sale there shall be a profit payment which shall be calculated as the lesser of $1.75 million or 10% of the profitamount, as per the OA. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original but allof which together shall constitute one and the same instrument. A facsimile and/or pdf copy of original signature(s) shall be deemed original for purposes of this Agreement. FILED: KINGS COUNTY CLERK 01/17/2020 09:26 AM INDEX NO. 527036/2019 NYSCEF DOC. NO. 12 RECEIVED NYSCEF: 01/17/2020 " We hereby attached our signatures to this agreement on this day of Augu st 2018. Toby Mosko its Michael Lichtenstein Shaul Kopelowitz