FILED: QUEENS COUNTY CLERK 12/18/2015 11:43 AM INDEX NO. 713077/2015 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 12/18/2015 EXHIBIT B
AMENDED AND RESTATED MORTGAGE LOAN NOTE $10,000,000.00 May 13, 2014 New York, New York FOR VALUE RECEIVED, Victoria Towers Development Corp., a New York corporation, (the "Borrower") having an address at 133-38 Sanford Ave., Suite 20C, Flushing, New York 11355 promises to pay to American Chengyi Investment Management Group Inc., a New York corporation, having an office at 40-22 College Point Blvd., Suite PH 2L, Flushing, New York 11354 (the "Lender") or such other place as may be designated in writing by the holder of this Note (the "Note"), the principal sum of Ten Million and 00/100 ($10,000,000.00) Dollars (the "Debt"), payable with the proceeds of sale of certain units located in that certain condominium known as Victoria Towers Condominium (the "Condominium") located at 133-38 Sanford Ave., Flushing, NY 11354, owned by the Borrower (those certain units are attached hereto as Schedule 1 and referred to herein as the "Group A Units"). All other unsold units at the Condominium which are not the Group A units shall be referred to herein as the "Group B Units". Borrower further covenants and agrees with Lender as follows: 1. The said Ten Million and 001100 ($10,000,000.00) Dollars from the Lender shall be used to pay down the current existing loan from SDF Flushing Sanford LLC and SDF 34 Flushing Sanford Il LLC. 2, The proceeds of the sale of the Group A Units (approximately 81,382 square feet) will be applied as follows: a. First, to pay off the then outstanding loan to SDF Flushing Sanford LLC and SDF 34 Flushing Sanford II LLC of Twenty Eight. Million and 00/100 (528,000.000.00) Dollars, plus interest; b. In the event that Flushing Landmark Realty Corp., an affiliate of Borrower, pays down the existing lender an amount not to exceed Fifteen Million and 00/100 ($15,000,000.00), then Second to repay in full Borrower the amount paid down by Flushing Landmark Realty Corp. together with interest at an amount equal to that described in Paragraphs 6 and 7 below. c. Third, to repay in full the Lender the Ten Million and 00/100 ($10,000,000.00) Dollars pursuant to this Note and Five Million and 00/100 ($5,000,000.00) pursuant to that certain Amended and Restated Mortgage Loan Note dated April 15, 2014; d. Fourth, to repay Borrower for any proceeds used to payoff the existing lender from the sale of Group B Units, which sum exceeds Seven Million and 00/100 (57,000,000.00) Dollars; e. Fourth, to split evenly between the Lender and Borrower. f. This Paragraph replaces and supersedes Paragraph 2 in the Amended and Restated Mortgage Loan Note dated April 15, 2014.
3. Notwithstanding the provisions of paragraph 2 above, the total obligation to SDF Flushing Sanford LLC and SDF34 Flushing Sanford II LLC is Thirty Five Million and 00/100 (35,000,000.00) Dollars plus interest, fees and all other amounts due and owing under the existing lender documents, 4. In addition, Lender shall be entitled to the ownership of two Penthouse units, i.e. Unit 21H and Unit 211 upon paying off the existing loan in full to SDF Flushing Sanford LLC and SDF 34 Flushing Sanford II LLC of Twenty Eight Million and 00/100 ($28,000.000.00) Dollars, plus interest and fees and costs. Borrower shall execute, acknowledge and deliver all and every such further acts, deeds, conveyances, assignments, notices of assignment, transfers and assurances as the Lender shall from time to time reasonably require, for the better assuring, conveying, assigning, transferring and confirming unto the Lender the property and rights of the said two (2) units upon request. No further consent from the Borrower company is required. 5. The Borrower and Lender are jointly responsible for the selling of the said Group A Condominium Units, A sales team will be formed by representative(s) from both parties. 6. Of the interest due the existing mortgagee, during the initial six (6) months of this loan, the Lender will be responsible for paying FIFTY PERCENT (50%) of the interest Twenty Eight Million and 00/100 (528,000.000.00) Dollars due at a maximum of 12% annual interest rate. Borrower shall be responsible for any additional interest charge over the 12% annual interest rate. 7. After the initial six (6) months period, the Lender is responsible for paying FIFTY PERCENT (50%) of the interest of the Twenty Eight Minion and 00/100 ($28,000,000.00) Dollars due at a maximum of 5%. annual interest rate. Borrower shall be responsible for any additional interest charge over the 5% annual interest rate. 8. If the existing mortgage is not paid off in 12 months from the date hereof, the Borrower will be responsible for all of the remaining interest and cost and fees due on the then current loan. 9. Borrower shall use best efforts to refinance the Condominium in an amount necessary to pay off the existing mortgage in full. 10. This Note is secured by, and the parties hereto are entitled to the benefits and security of, that certain Mortgage and Security Agreement (the "Mortgage"), dated the date hereof, from Victoria Towers Development Corp., as mortgagor, to Lender, as mortgagee, encumbering, among other things, certain real property and improvements now or hereafter located on certain real property situated as are more particularly described in the Mortgage, all of the covenants, conditions and agreements of the Mortgage being made a part of this Note by this reference and it is further secured by that certain Guaranty dated the date hereof from, as Guarantor. 2
11. Borrower agrees that if it fails to fulfill its obligation under this Note or upon the happening of any "Event of Default" under the Mortgage, (as defined in the Mortgage), in addition to other available remedies, the Lender will have the option to payoff the existing loan. In this event, the remaining encumbered units will be conveyed to the Lender. 12. Borrower waives demand, presentment for payment, notice of dishonor, protest and notice of protest of this Note. 13. Any notice, demand or request relating to any matter set forth in this Note shall be given in the manner provided for in the Mortgage. 14, This Note may not be waived, changed, modified, terminated or discharged orally, but only by an agreement in writing signed by the party against whom enforcement of any such waiver, change, modification, termination or discharge is sought. BORROWER, AND BY ITS ACCEPTANCE HEREOF, LENDER, EACH HEREBY AGREE NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVE ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THIS NOTE, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY BORROWER AND LENDER, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. BORROWER AND LENDER ARE EACH HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BORROWER HEREBY EXPRESSLY AND UNCONDITIONALLY WAIVES, IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT BY OR ON BEHALF OF LENDER ON THIS NOTE, ANY AND EVERY RIGHT BORROWER MAY HAVE TO (I) INJUNCTIVE RELIEF, (II) INTERPOSE ANY COUNTERCLAIM THEREIN (OTHER THAN COMPULSORY COUNTERCLAIMS), AND (III) HAVE THE SAME CONSOLIDATED WITH ANY OTHER OR SEPARATE SUIT, ACTION OR PROCEEDING. NOTHING HEREIN CONTAINED SHALL PREVENT OR PROHIBIT BORROWER FROM INSTITUTING OR MAINTAINING A SEPARATE ACTION AGAINST LENDER WITH RESPECT TO ANY ASSERTED CLAIM. This Note and the rights and obligations of the parties hereunder shall in all respects be governed by, and construed and enforced in accordance with, the laws of the State of New York (without giving effect to New York's principles of conflicts of law), Borrower hereby irrevocably submits to the nonexclusive jurisdiction of any New York State or Federal court sitting in Queens County over any suit, action or proceeding arising out of or relating to this Note, and Borrower hereby agrees and consents that, in addition to any methods of service of process provided for under applicable law, all service of process in any such suit, action or 3
proceeding in any New York State or Federal court sitting in Queens County may be made by certified or registered mail, return receipt requested, directed to the Borrower at the address indicated below, and service so made shall be complete five (5) days after the same shall have been so mailed. IN WITNESS WHEREOF, the Borrower has executed and delivered this Note on the Date of Note. (Signature is on the next page). Address: 133-38 Sanford Ave., Suite 20C BORROWER: Victoria Towers Development Corp. Flushing, New York 11355 By: Name: effrey Wu Title: President A STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK) On the 13 th day of May, 2014, before me, the undersigned, a Notary Public in and for said State, personally appeared Jeffrey Wu ppersonally known to me or proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her capacity and that by his/her signature on the instrument, the person or the entity upon behalf of which the person acted executed the instrument. Nota Public HELE, Et4G Notary Public, Stata of New York 4 No. OiEN6072 062 Cartificata Flied in Queens County Convtission Expires March 25, 2018
*raffia Memorandum of Understanding : 2014 -/EE 9 IF: 16 E 714 Toku mt, Long Island r+tirl5g Xing-Mei Chen(), Jeffrey Wu(), Veronica Wu, Jerry Li(S) VAV-7 Jeffrey mg gi:f15.n America Chengyi Investment Management Group (ChengYi) 9 Victoria Tower Development (VT) $15,000,000 1.14d 1#31-a-Jt.n41-4- W}T1 jj A, EZA 0 5V-,' H WOW-4.11 7 I %"-mg F4+4-A- PEP,.1 2014 11-.(!z '41,- /,:,.t'a 2. VT ttaftl -FATAM- Madison mg/1},n- (SDF L'Oan Ii ChengYi na-14 VT 2itAt-4-WL_Aft Madison &', VT -* ChengYi 1,000,000 3. fgt- -,X.PiltA F-, A 2015 41 5 4 WW1 VT t_y-1.i---1-)jic, To-gm 90 5, I, 6-5Z 2 q' 1:4-V6A Jeff r4 Wu Dated: September,2014 )6ng-Mei Chin September X2014