FIRST AMENDMENT TO CONDOMINIUM OFFERING PLAN 252 Condominium 252 EAST 57 TH STREET NEW YORK, NEW YORK 10022 DATED: June 11, 2015 00035623.DOCX TABLE OF CONTENTS SECTION PAGE INTRODUCTION.................... .... ............. ..... ........... ... .. ............. ......... .. .......................................... .... ......... I 1. PAYMENT IN LIEU OF TAXES (PILOT) ......................... ............... ... .... ....................... .. ... 1 2. INCOME TAX DEDUCTIONS FOR RESIDENTIAL UNIT OWNERS ............................. 1 3. SCHEDULE A - OFFERING PRICES AND RELATED INFORMATION ....................... 2 4. INCORPORATION OF PLAN .. ....... ....... ...... ........... .. .......... .. ................................................ 2 5. DEFINITIONS ...... ............ .. .................................... .. ............ .......... ........................................ 2 6. NO MATERIAL CHANGES .. ...................... .. ....... ........................... .. .. ... .. .. ... .. ...................... 2 EXHIBIT A - LETTER FROM SPONSOR'S REAL ESTATE TAX COUNSEL B - IRS RULING DATED SEPTEMBER 16, 2014 C - ATTORNEY INCOME TAX OPINION D - UPDATED SCHEDULE A - OFFERING PRICES AND RELATED INFORMATION 00035623.DOCX FIRST AMENDMENT TO CONDOMINIUM OFFERING PLAN INTRODUCTION This First Amendment modifies and supplements the terms of the Condominium Offering Plan for the premises known as 252 Condominium ("Condominium") located at 252 East 57th Street, New York, New York 10022 ("Property"), dated August 20, 2014 ("Plan"), and should be read in conjunction with the Plan. The terms of this Amendment are as follows: 1. PAYMENT IN LIEU OFTAXES (PILOT) As set forth in the Plan, the Property is exempt from real estate taxes. Similar to other qualified leasehold condominiums, the Lease requires Tenant to make PILOT payments in lieu of taxes. See the Lease Rental and PILOT Schedule set forth in Part II of the Plan, which sets forth the PILOT payable by the Residential Unit Owners, the Retail Unit Owners and the Rental Unit Owners during the Term of the Lease. As set forth in the letter dated April 28, 2015 issued by Marcus & Pollack LLP, Sponsor's real estate tax counsel, a copy of which is annexed hereto as Exhibit "A," the Condominium benefits from a below­ market, fixed PILOT schedule until April 30, 2035, after which time the amount of PILOT payable by the Residential Unit Owners will be equal to the amount of real estate taxes that would otherwise be payable if the Property were not exempt from real estate taxes. 2. INCOME TAX DEDUCTIONS FOR RESIDENTIAL UNIT OWNERS As set forth in the Plan, on June 26, 2014, Sponsor applied for a ruling from the Internal Revenue Service ("IRS") concerning the deductibility of PILOT by Residential Unit Owners for federal income tax purposes. On September 16, 2014, Sponsor received a favorable ruling from the IRS, which states that PILOT payments will constitute real estate taxes allowable as a deduction under IRS code Section 164. As such, Residential Unit Owners who itemize their deductions and who use their Residential Units as personal residences will be entitled to deduct from their gross income for federal income tax purposes and New York State and New York City income tax purposes their pro rata share of PILOT, subject to certain limitations. Purchasers should refer to (i) the IRS Ruling dated September 16, 2014, annexed hereto as Exhibit "B" and (ii) the Attorney's Income Tax Opinion prepared by Olshan Frome Wolosky LLP, tax counsel to Sponsor, a copy of which is annexed hereto as Exhibit "C." 00035623 . DOCX 3. SCHEDULE A- OFFERING PRICES AND RELATED INFORMATION Annexed hereto as Exhibit "D" is an updated "Schedule A - Offering Prices and other Related Information" which reflects the current Purchase Prices for the Units offered for sale. 4. INCORPORATION OF PLAN The Plan, as modified and supplemented by this Amendment, is incorporated herein by reference with the same effect as if set forth at length. 5. DEFINITIONS Any term used in this Amendment not otherwise defined herein shall have the same meaning ascribed to it in the Plan. 6. NO MATERIAL CHANGES Except as set forth in this Amendment, there have been no material changes of facts or circumstances affecting the Property or the offering. SPONSOR: SNOWPLOW LH2 LLC W:ISS\2636011\0FFERINGIAMDCOND0\00035623.DOCX 2 EXHIBIT "A" LETTER FROM SPONSOR'S REAL ESTATE TAX COUNSEL 00035623.DOCX MARCUS & POLLACK LLP ATTORNEYS AT LAW INCLUDING PROFESSIONAL CORPORATIONS 708 THIRD AVENUE I ITH FLOOR NEW YORK, NY 10017-4112 (212) 490-2900 JOEL R. MARCUS FAX: (212) 599-3167 ROBERT M. POLLACK www.marcuspollack.com PHILIP H. AZARIAN [email protected] BRUCE A. BRASKY JESSICA L. GOLDSTEIN EMILY N. BLATT ZACHARY L. NATHANSON April 28, 2015 Snowplow LH 2 LLC 950 Third A venue, 18th Floor New York, New York 10022 Re: 252 East 5ih Street Block 1330, Lot 15, Manhattan Dear Ladies and Gentlemen: The above-referenced multiple dwelling located at 252 East 5ih Street in Manhattan will be a leasehold condominium building to be constructed upon land owned by the NYC Educational Construction Fund. The Residential Condominium Section will contain 346,868 gross square feet and consist of 93 separately assessed residential condominium tax lots located on the 36-65th floors of the building. Since the City­ owned land is fully exempt from real estate tax.es, the unit owners will make payments in lieu of taxes ("PILOT") under the terms of the ground lease. The PILOT payments through April 30, 2035 will be paid pursuant to a fixed schedule established in the ground lease. After that date, the PILOT payments will be based upon the equivalent fully assessed market real estate taxes. For comparative purposes, you have asked us to prepare an analysis comparing the scheduled PILOT charges to what full real estate taxes would be if the Residential Condominium Section was not exempt from real estate tax.es and what real estate taxes would be if the Residential Condominium Section had been certified as eligible to receive a 10-year partial real estate tax exemption under the 421-a Program. For the purposes of this comparative analysis, you have asked us to assume that the Residential Condominium Section qualified for 421-a benefits via the purchase of negotiable certificates. Enclosed please find our estimated projections comparing (i) what full real estate taxes would be exclusive of any real estate tax exemption benefit, (ii) real estate taxes payable if the Residential Condominium Section was eligible to receive a 10 year pa1tial tax exemption benefits under the 421 -a Program and (iii) Actual PILOT payments imposed for the 93-unit Residential Condominium Section for calendar years 2017-2034 and the partial calendar year through April 30, 2035 (based upon the fixed schedule of payments for 2017-April 30, 2035). MARCUS & POLLACK LLP Page 2 April 28, 2015 The attached summary of our analysis is subject to the disclaimers attached thereto. You are authorized to include a copy of this letter in your offering plan for the project. The projections being provided herewith are estimates and are based upon our understanding of the policies, procedures and practices of the Department of Finance (DOF) and are not intended to be a guarantee or assurance that the tax assessments and taxes herein listed will be attained. While we believe our estimates are well founded, they are not intended, and should not be construed as representations or warranties that the assessments and taxes will be determined as set forth herein. The foregoing analysis is based upon our experience with DOF and the Tax Commission of the City of New York, and their assessment practices. Application of a particular approach to valuation by an individual assessor may yield a significantly different result. No representation is made that the current policies and practices of the DOF will apply in the future. You should be aware that the laws, regulations, policies and practices of the DOF, upon which this opinion is predicated may, in the future, be revised in a manner adverse to your interests, or that there may be an adverse interpretation of the law or regulations by one or more agencies of the City of New York, or courts of competent jurisdiction. The figures are approximations which we relied, in part, upon the material submitted by you. We offer no wananties on the Actual assessments, transitional assessments, exemptions, abatements or real estate taxes for any period. Please be advised that Marcus & Pollack LLP does not warrant or guarantee the accuracy of any estimate of Real Estate Taxes provided herein, or that they are free from clerical, computational or mathematical errors. The assessments, and amount of physical increase, if any, when established by the Department of Finance, may be significantly higher or lower than projected. This estimate does not include Business Improvement District (BID) payments that may apply. Actual and transitional assessed valuations adopted for real estate tax projections may deviate from calculated estimates. This estimate is not intended as a guarantee or warranty, nor are any assurances given that it does not contain any computational errors. Very truly yours, (V\vwv rr~)? L~P Marcus & Pollack LLP MP:sm Attachments MARCUS & POLLACK LLP SUMMARY 252 East 57th Street Projected Real Estate Taxes and Actual PILOT Payments for 93-Unit Residential Condominium Section (iii) Actual PILOT (ii) Taxes w/ 10 year Payments for 252 421-a Capped East Sih Street per Calendar