THIS PLAN HAS BEEN AMENDED. SEE INSIDE COVER. WEST VlLLAGE SUPERIOR INK CONDOMINIUM OFFERING PLAN FOR SUPERIOR INK CONDOMINIUMS AND TOWNHOUSES 400 West 12th Street, New York, New York 10014 TOTAL. INITIAL PURCHASE PRICE OF THE 74 RESIDENTIAL UNITS $446,655,000 OFFERED FOR SALE HEREBY: TOTAL INITIAL PURCHASE PRICE OF THE 28 RESIDENT STORAGE ROOM $2,695,000 LICENSES OFFERED FOR SALE HEREBY: AGGREGATE OFFERING PRICE: $449,350,000 (The Condominium has 75 Residential Units, 1 Commercial Unit and 28 Resident Storage Room Licenses. One of the Residential Units, anticipated to be Unit 3L, will be leased to the Condominium Board for use as the Resident Manager's Unit. The Commercial Unit is not being offered for sale hereunder at this time.) Sponsor: Selling Agent: Bethune West Associates, L.L.C. Related Sales LLC 60 Columbus Circle 60 Columbus Circle New York, New York 10023 New York, New York 10023 (212)421-5333 Date of Acceptance for Filing: October 19, 2007 This offering plan may not be used for more than one year from the date of acceptance unless amended- SEE PAGE (Vl) FOR SPECIAL RISKS TO PURCHASERS. PURCHASERS FOR THEIR OWN OCCUPANCY MAY NEVER GAIN CONTROL OF THE CONDOMINIUM BOARD OF MANAGERS UNDER THE TERMS OF THIS PLAN. (SEE SPECIAL RISKS SECTION OF THE PL\N.) BECAUSE THE SPONSOR IS RETAINING THE UNCONDITIONAL RIGHT TO RENT RATHER THAN SELL UNITS, THIS PLAN MAY NOT RESULT IN THE CREATION OF A CONDOMINIUM IN WHICH A MAJORITY OF THE UNITS ARE OWNED BY OWNER-OCCUPANTS OR INVESTORS UNREIATED TO THE SPONSOR. (SEE SPECIAL RISKS SECTION OF THE PLAN.) THIS OFFERING PLAN IS THE ENTIRE OFFER TO SELL THESE CONDOMINIUM UNITS. NEW YORK LAW REQUIRES THE SPONSOR TO DISCLOSE ALL MATERIAL INFORMATION IN THIS PLAN AND TO FILE THIS PLAN WITH THE NEW YORK STATE DEPARTMENT OF LAW PRIOR TO SELLING OR OFFERING TO SELL ANY CONDOMINIUM UNIT. FILING WITH THE DEPARTMENT OF LAW DOES NOT MEAN THAT THE DEPARTMENT OR ANY OTHER GOVERNMENT AGENCY HAS APPROVED THIS OFFERING. ELEVENTH AMENDMENT TO CONDOMINIUM OFFERING PLAN FOR SUPERIOR INK CONDOMINIUMS AND TOWNHOUSES This Eleventh Amendment (this "Amendment"! modifies and supplements the terms ofthe Condominium Offering Plan for the premises known as Superior Ink Condominiums and Townhouses, 400 West 12th Street, New York, New York 10014, first accepted for filing on October 19,2007 (as amended, the "Plan") and is incorporated into and should be read in conjunction with the Plan. The terms of this Amendment are as follows: 1. Purpose of Amendment The purpose of this amendment is to effect a price change with respect to certain Units owned by Bethune West Associates, L.L.C. ("Sponsor"). 2. Increase in Certain Purchase Prices Schedule A ofthe Plan is hereby amended by increasing the Purchase Prices of those Units shown on Exhibit A annexed hereto to the new prices set forth for such Units on such Exhibit. Sponsor reserves the right to revise further the Purchase Prices and other terms of sale ofthe Units in accordance with the Plan, except that no such change shall affect any Unit for which an Agreement for purchase is then in effect without the consent ofthe Purchaser thereof. 3. Definitions Except as herein defined, all capitalized terms used in this Amendment which are defined in the Plan shall have the respective meaning ascribed to such terms in the Plan. 4. Incorporation ofthe Plan The Plan, as modified and supplemented by this Amendment, is incorporated herein by reference with the same force and effect as if set forth at length. 5. No Material Changes in the Plan There have been no material changes in the Plan except as set forth in this Amendment. The Plan, as hereby amended, does not knowingly omit any material fact. Dated: June 6,2008 SPONSOR: BETHUNE WEST ASSOCIATES, L.L.C. XL3 2UI734.I SI:HEDUL E A —"—-.-:- — -: — ^ • •..•.:,=,, SUPERIOR INK CONDOMINIUM 400 WES T 12TH STREET NEW YORK, NV 10014 l f | 1 •.••"."•.••.::. •••.••.-=2 ..... OFFE RING PRICES A CITHE R RELATED INFORMATION _i • 1 1 1 PROJECTED COMMON CHAR CES A REAL ESTATE TAXES ARE FOR — -•- THE RRST YEAR OF <:ONDOMINIU M OPERATION (1) APRIL 1,21DOT - MARCH31,2010 (2) (2) (2) (3) (4) <<> (5) (61 m (6) (7) Pertcntageof Projected Projected Monthly Projected Monthly Projected Monthly Projected Momhly Number Approximotc Approximate Percentage of Raidentlal Momhly Real EiUie Taxes Real Estate Taxes Common Charges & Common ChargoA Bedroom/ Square Terncc/Gardai Puiuiaie Common Common Common without 421-A with 421-A Real Estate Tax Real Esute Tax Unit BtihroornVDoVEIK Footige Sq. Footage Price Interen Inttrejt Charges Exemption ExcmpiKti without 421-A with 421-A 3A 2BR/2BA 1,246 ,._— $2,100,000 0.7514% 0.7965% $1,488 $ 1,085 $75 $2,573 $1,563 3B Studio/IB A 943 $1,675,000 0.5696% ' 0.6037% $1,128 $822 $57 $1,950 $1,185 3C Sbidic^lBA 689 $1,400,000 0.4171V. 0.4421% $826 $602 "$41 $1,428 $868 ib 3BR/3BA 1,941 $3,000,000 1 1685% 1.2386% $2,314 ! $1,687 $116 $4,001 $2,431 2BR/UBA S2,02l 3E'"" 1.613 $4,500,000 0.9717% 1.0299% $1,925 ! $1,403 $97 $3,327 3F Studio/I BA 794 $1,735,000 0.486)% 0.3089% S951 $693 $48 $1,644 $999 3G Studio/I BA 813 $1,760,000 ""d.4915% 0.5210% $974 ! $710 $49 $1,683 $1,022 3H IBR^BA 1,117 $2,900,000 " 0.6740% 0.7144% $1,335 $973 $67 $2,308 $1,402 3J 3BR/3.5BA i,929" $5,125,000 1.1613% 1.2309% '"$2,306" $1,676 $115 $3,977 $2,416 3K 2BR^BA 1.844 $3,900,000 1.1103% 1.1769% $2,199 $1,603 $110 $3,802 $2,310 bd 3BRy4BA Duplex 1,882 SO " 1.1331% 1.2010% $2,244 $1,636 $113 $3,880 $2,357 IH 3L H 1.246 ""0.7526% $2,577 $1,565 4A 2BRABA $2,150,000 0.7977% $1,491 $1,086 $75 > 4B Studio/IBA 943 $1,725,000 0.5708% 0.6050% $1,130 $824 S57 SI,954 51,187 4C Studio/IBA 689 $1,500,000 0.4183% 0.4434% S829 S604 "" S42 $1,432 $870 4D 3BR^BA 1.941 $5,200,000 1.1697% 1.2398% $2,317 $1,689 $116 $4,005 $2,433 4E 2BRA.5BA 1,613 $4,600,000 0.9729% 1.0312% $1,927 $1,404 $97 $3,331 $2,024 4F Studio/IBA 794 $2,050,000 "" 0.4813% 0.5102% S953 $695 $48 $1,648 $1,001 4G Studio/IBA 813 $2,045,000 "6.4927% 0.5223% 5976 S71] ! $49 St.687 $1,025 4H 1BR/2BA 1.117 $3,100,000 0.6752% 0.7157% $1,337 $975 $67 $2,312 $1,404 4J 3BR/3.5BA 1,929 $5,225,000 1.1625% 1.2322% $2,303 $1,678 $116 "$3,981 $2,418 4k' 2BR^BA 1.844 $4,000,000 i.iii5% 1.1781% S22Q2 $1,605 $110 $1,806 $2,312 5A 2BR/2BA 1,440 \fiM~~ $3,750,000 1.1202% 1.1874% $2,219 $1,617 ! $111 $3,836 $2,330 "5B 3BR/3.SBA 2,370 1.563 $8,750,000 1.6629% 1.7626% $3,294 $2,400 $165 $5,694 S3,459 5C 3BRy3.5BA 2,626 1,436 $10,650,000 1.7975% 1.9052% $3,560 $2,595 $179 S6J55 $3,739 5D 2BR/2BA 1,320 1,342 $4,200,000 0.9996% 1.0595% $1,980 • $1,443' "" S99 '$3,423 $2,079 5E IBRy'lBA 853 $1,650,000 6.5191% 0.5503% Sl,028 $749'" S52 "Sl ,778 $1,080 6A 2BR/2BA 1,440 $2,950,000 0.8714% 0.9237% """$1,726" $i,258" $87 " $2,984 $1,813 6B 3BR/3.5BA 2,370 $7,500,000 1.4296% 1.5153% $2,832 1 ""'$2,064' $142 $4,895 $2,974 6C 3BR/3.5BA"~1 2,626 $8,500,000 '"1.5832% 1.6781% $3,136 ;'""'" $2,285 $157 "$5,42l" $3,293 6D ZBR^BA 1.320 $3,125,000 "677994% "" 0.8473% $1,583 $1,154 $79 $2,737 S 1,663 6F. IBRyiBA $55 $1,625,000 0.5203% • 0.5515% $1,031 j $751 ]_ $52 $i'.782 S1.082 7A . - 2BR/2BA " " 1,441 $3,675,000 0.8732% . 0.9256% $1,730 i $1,261 $87 $2,990 Sl,8l6~ 7B 3BR/3~.5B"A~"~ 2,169 "395""' "" $8,500,000 1.3694% " 1.4515% $2,712 | "" $1,977 $136 $4,689 S2,849 7C 4BR/D1GN«.5BA '""3,234 398^_ si 2.900,000 2.0090% 2.1295% $3,979' , $2,900" S6.879 $4,179 7D 'im" " IBRyiBA $1,600,000 " 0.5203% "" 0!5515% "$1,031 $751 S 1,782 "'"$1,082 8A '2BR/2BA 1.441 $3,950,000 "0.8744% d.9269%" $1,732 $1,262 r S87 $2,994 -^19"' SCHEDULE A - J " SUPERIOR INK CONDOMINIUM [ - • 400 WESTl ITH STREET NEW! IfORICNYIOOU -.rl:-—^^.v vn 1 OFFERING PRICES A O THER RELATED INFORMATIO\ N | "* . ..J -•-•--^l I | 1 PROJECtEI COMMON CHARGES A REAL ESTATE TAXES ARE FOR | THE FIRST YEAR OF CONDOMINIUM OPERATION (1) APRIL 1,2009 - MARCH 31,2010 1 (2) (3) (4) <«) „ (7) (2) (2) _ ssu w_ .... (6) (7) Projected Monthly Pocenugeof Projected Projected Monthly Projected Monthly Projected Momhly Nuinber Approximate Approximate Percentage of Residential Monthly Real Estate Taxes Real Estate Taxes Common Charges & Common Charges & Bedroom/ Square Temce/Garder Purchase Common Common Common without 421-A with 421-A Real Estate Tex Real Estate Tax Unit Baihrooms/Dm/Elk Footage S^.