Preview
FILED: KINGS COUNTY CLERK 03/11/2024 04:49 PM INDEX NO. 507141/2024
NYSCEF DOC. NO. 5 RECEIVED NYSCEF: 03/11/2024
EXHIBIT D
FILED: KINGS COUNTY CLERK 03/11/2024 04:49 PM INDEX NO. 507141/2024
NYSCEF DOC. NO. 5 RECEIVED NYSCEF: 03/11/2024
Malyshev, Alexander G.
From: richard wrightlawyer.net
Sent: Thursday, March 2, 2023 7:16 PM
To: Eli Lefkowitz; Robert Kodsi; mcaller@themarcalgroup.com
Cc: Ari Moskowitz
Subject: Re: LOAN PAYOFF
Follow Up Flag: Follow up
Flag Status: Flagged
Eli,
Below is the list of Member rights to add to the Bronx TIC Operating Agreement. Please let me know if questions or if you
would like to discuss further.
Restrictions on the Manager.
The Manager shall not, without unanimous approval of the Member have the power to:
(i) Do any act in contravention of this Agreement;
(ii) Admit any new members to the Company or take any action that would result in the
dilution of the Membership Interest of the Member;
(iii) Possess Company property or assign the rights in the Company’s property for other than a
Company purpose;
(iv) Change the method of distributing Company profits to the Member or making any decision
regarding the distribution of Company profits to the Member;
(v) Take any action to reconstitute the Company in the event of the dissolution of the
Company for any reason;
(vi) Sell or otherwise transfer the Property, or sell, transfer, convey, encumber or otherwise
dispose of all or any material portion of the Company’s assets
(vii) Change the fundamental use of the Property;
(viii) Approve of any refinancing of the debt of the Company or debt related to the Property if
such refinancing requires the personal guaranty of Robert Kodsi;
(ix) Amend this Agreement, or amend or modify the Company’s organizational documents;
(x) Change or reorganize the Company in any other legal form.
(xi) File or consent to the filing of a petition under the federal or any state bankruptcy,
insolvency or reorganization act with respect to the Company;
(xii) Acquisition by the Company of real property in addition to the Property or the acquisition by
the Company of the stock, ownership interests, assets or the business of another entity.
(xiii) Enter into, modifying, terminating or renewing any real property lease or any other
material agreement in connection with the Property or any other real property.
1
FILED: KINGS COUNTY CLERK 03/11/2024 04:49 PM INDEX NO. 507141/2024
NYSCEF DOC. NO. 5 RECEIVED NYSCEF: 03/11/2024
Richard A. Wright
Attorney at Law
150 Motor Parkway, Suite 401
Hauppauge, New York 11788
tel: (631) 335-1146
cel: (973) 818-1092
fax: (631) 906-6679
email:richard@wrightlawyer.net
From: Eli Lefkowitz
Sent: Thursday, March 2, 2023 5:19 PM
To: Robert Kodsi ; mcaller@themarcalgroup.com
Cc: richard wrightlawyer.net ; Ari Moskowitz
Subject: RE: LOAN PAYOFF
Robert – spoke to Mark just now and he says he agrees. Please have Richard prepare the docs – they are his docs and he
should be able to put them together rather quickly. He should work off of the last versions we agreed to on the past
deals.
All – to be clear, we will still have the new BP Group DE amended and restated OA in play, but, at the fee owner level,
Richard can and will keep the old structure for how we have it in Flatbush and Seagirt now, which has Robert as manager
until loans are paid off in Section 4.2. We will add a line in the BP amended and restated OA for the Flatbush and Seagirt
classes that for those classes (Flatbush and Seagirt) they are subject to the management section (Section 4.2) of the fee
owner operating agreements – so the management powers for Flatbush and Seagirt are clear until 4M is paid off.
As for Bronx and Newark, the docs we sent should stay the same, except we await a list from Richard of sacred major
decisions that will require unanimous approval.
Thanks,
From: Robert Kodsi
Sent: Thursday, March 2, 2023 5:09 PM
To: mcaller@themarcalgroup.com
Cc: richard@wrightlawyer.net; Eli Lefkowitz
Subject: Re: LOAN PAYOFF
Mark
agreed once paid of all will be released with no further conditions
I also want to be on the same page and am definitely not a lawyer
Only for the 4 million will everything in Bay parkway, (all the assets) be collateralized, including the Newark and Bronx
properties to the extent of the ownership by Bay Parkway
That is what is there now
in return no mortgage
2
FILED: KINGS COUNTY CLERK 03/11/2024 04:49 PM INDEX NO. 507141/2024
NYSCEF DOC. NO. 5 RECEIVED NYSCEF: 03/11/2024
Robert
-----Original Message-----
From: Mark Caller
To: Robert Kodsi
Cc: richard@wrightlawyer.net ; eli@mlwitz.com
Sent: Thu, Mar 2, 2023 4:52 pm
Subject: Re: LOAN PAYOFF
Agreed. Once the $4,000.000 is repaid then all of these will be released without any further conditions. The Bronx and
Newark deals will not be governed by any of those documents notwithstanding anything in the BP agreement that we are
crafting now.
(I’m not trying to be the lawyer here but want to make sure that there’s no ambiguity about this )
Pls confirm
On Mar 2, 2023, at 4:40 PM, Robert Kodsi wrote:
Gentalman,
Mark and myself have agreed that the separate 4 million in funds from my personal loan and the Seagrit, will be secured
by the following ( and Mark correct me if I am wrong)
1) All the assets of Bay Parkway group DDE LLC ( all the (1031) properties and Mark membership share in addition to
the securities on the properties)
2) Personal guarantees and confession of judgement ( no different from the security I have now)
Therefore I will not be taking a mortgage on these properties, but retaining the same management and security structure I
have now on these properties
This will save paperwork and recording or mortgages and expenses
Robert
-----Original Message-----
From: Mark Caller
To: richard@wrightlawyer.net ; Robert Kodsi ; Eli Lefkowitz
Sent: Thu, Mar 2, 2023 1:33 pm
Subject: Fwd: LOAN PAYOFF
Begin forwarded message:
3
FILED: KINGS COUNTY CLERK 03/11/2024 04:49 PM INDEX NO. 507141/2024
NYSCEF DOC. NO. 5 RECEIVED NYSCEF: 03/11/2024
From: Rachel
Date: March 2, 2023 at 12:56:31 PM EST
To: Ahuva Ribner
Cc: Mark Caller , Mark Schlanger
Subject: Re: LOAN PAYOFF
Confirmed receipt of 2,501,250; payment in full for the 12/2/2022 loan in the amount of 2.5mm.
Thank you,
Rachel
From: Ahuva Ribner
Sent: Thursday, March 2, 2023 12:12 PM
To: Rachel
Cc: Mark Caller ; Mark Schlanger
Subject: LOAN PAYOFF
What are call back numbers for account confirmation?
I am m
Please direct Len to release this as per my instructions.
Thanks
4
Preview
FILED: KINGS COUNTY CLERK 03/11/2024 04:49 PM INDEX NO. 507141/2024 NYSCEF DOC. NO. 5 RECEIVED NYSCEF: 03/11/2024 EXHIBIT D FILED: KINGS COUNTY CLERK 03/11/2024 04:49 PM INDEX NO. 507141/2024 NYSCEF DOC. NO. 5 RECEIVED NYSCEF: 03/11/2024 Malyshev, Alexander G. From: richard wrightlawyer.net Sent: Thursday, March 2, 2023 7:16 PM To: Eli Lefkowitz; Robert Kodsi; mcaller@themarcalgroup.com Cc: Ari Moskowitz Subject: Re: LOAN PAYOFF Follow Up Flag: Follow up Flag Status: Flagged Eli, Below is the list of Member rights to add to the Bronx TIC Operating Agreement. Please let me know if questions or if you would like to discuss further. Restrictions on the Manager. The Manager shall not, without unanimous approval of the Member have the power to: (i) Do any act in contravention of this Agreement; (ii) Admit any new members to the Company or take any action that would result in the dilution of the Membership Interest of the Member; (iii) Possess Company property or assign the rights in the Company’s property for other than a Company purpose; (iv) Change the method of distributing Company profits to the Member or making any decision regarding the distribution of Company profits to the Member; (v) Take any action to reconstitute the Company in the event of the dissolution of the Company for any reason; (vi) Sell or otherwise transfer the Property, or sell, transfer, convey, encumber or otherwise dispose of all or any material portion of the Company’s assets (vii) Change the fundamental use of the Property; (viii) Approve of any refinancing of the debt of the Company or debt related to the Property if such refinancing requires the personal guaranty of Robert Kodsi; (ix) Amend this Agreement, or amend or modify the Company’s organizational documents; (x) Change or reorganize the Company in any other legal form. (xi) File or consent to the filing of a petition under the federal or any state bankruptcy, insolvency or reorganization act with respect to the Company; (xii) Acquisition by the Company of real property in addition to the Property or the acquisition by the Company of the stock, ownership interests, assets or the business of another entity. (xiii) Enter into, modifying, terminating or renewing any real property lease or any other material agreement in connection with the Property or any other real property. 1 FILED: KINGS COUNTY CLERK 03/11/2024 04:49 PM INDEX NO. 507141/2024 NYSCEF DOC. NO. 5 RECEIVED NYSCEF: 03/11/2024 Richard A. Wright Attorney at Law 150 Motor Parkway, Suite 401 Hauppauge, New York 11788 tel: (631) 335-1146 cel: (973) 818-1092 fax: (631) 906-6679 email:richard@wrightlawyer.net From: Eli Lefkowitz Sent: Thursday, March 2, 2023 5:19 PM To: Robert Kodsi ; mcaller@themarcalgroup.com Cc: richard wrightlawyer.net ; Ari Moskowitz Subject: RE: LOAN PAYOFF Robert – spoke to Mark just now and he says he agrees. Please have Richard prepare the docs – they are his docs and he should be able to put them together rather quickly. He should work off of the last versions we agreed to on the past deals. All – to be clear, we will still have the new BP Group DE amended and restated OA in play, but, at the fee owner level, Richard can and will keep the old structure for how we have it in Flatbush and Seagirt now, which has Robert as manager until loans are paid off in Section 4.2. We will add a line in the BP amended and restated OA for the Flatbush and Seagirt classes that for those classes (Flatbush and Seagirt) they are subject to the management section (Section 4.2) of the fee owner operating agreements – so the management powers for Flatbush and Seagirt are clear until 4M is paid off. As for Bronx and Newark, the docs we sent should stay the same, except we await a list from Richard of sacred major decisions that will require unanimous approval. Thanks, From: Robert Kodsi Sent: Thursday, March 2, 2023 5:09 PM To: mcaller@themarcalgroup.com Cc: richard@wrightlawyer.net; Eli Lefkowitz Subject: Re: LOAN PAYOFF Mark agreed once paid of all will be released with no further conditions I also want to be on the same page and am definitely not a lawyer Only for the 4 million will everything in Bay parkway, (all the assets) be collateralized, including the Newark and Bronx properties to the extent of the ownership by Bay Parkway That is what is there now in return no mortgage 2 FILED: KINGS COUNTY CLERK 03/11/2024 04:49 PM INDEX NO. 507141/2024 NYSCEF DOC. NO. 5 RECEIVED NYSCEF: 03/11/2024 Robert -----Original Message----- From: Mark Caller To: Robert Kodsi Cc: richard@wrightlawyer.net ; eli@mlwitz.com Sent: Thu, Mar 2, 2023 4:52 pm Subject: Re: LOAN PAYOFF Agreed. Once the $4,000.000 is repaid then all of these will be released without any further conditions. The Bronx and Newark deals will not be governed by any of those documents notwithstanding anything in the BP agreement that we are crafting now. (I’m not trying to be the lawyer here but want to make sure that there’s no ambiguity about this ) Pls confirm On Mar 2, 2023, at 4:40 PM, Robert Kodsi wrote: Gentalman, Mark and myself have agreed that the separate 4 million in funds from my personal loan and the Seagrit, will be secured by the following ( and Mark correct me if I am wrong) 1) All the assets of Bay Parkway group DDE LLC ( all the (1031) properties and Mark membership share in addition to the securities on the properties) 2) Personal guarantees and confession of judgement ( no different from the security I have now) Therefore I will not be taking a mortgage on these properties, but retaining the same management and security structure I have now on these properties This will save paperwork and recording or mortgages and expenses Robert -----Original Message----- From: Mark Caller To: richard@wrightlawyer.net ; Robert Kodsi ; Eli Lefkowitz Sent: Thu, Mar 2, 2023 1:33 pm Subject: Fwd: LOAN PAYOFF Begin forwarded message: 3 FILED: KINGS COUNTY CLERK 03/11/2024 04:49 PM INDEX NO. 507141/2024 NYSCEF DOC. NO. 5 RECEIVED NYSCEF: 03/11/2024 From: Rachel Date: March 2, 2023 at 12:56:31 PM EST To: Ahuva Ribner Cc: Mark Caller , Mark Schlanger Subject: Re: LOAN PAYOFF Confirmed receipt of 2,501,250; payment in full for the 12/2/2022 loan in the amount of 2.5mm. Thank you, Rachel From: Ahuva Ribner Sent: Thursday, March 2, 2023 12:12 PM To: Rachel Cc: Mark Caller ; Mark Schlanger Subject: LOAN PAYOFF What are call back numbers for account confirmation? I am m Please direct Len to release this as per my instructions. Thanks 4