Case: 1:19-cv-01230 Document #: 28-15 Filed: 04/17/19 Page 1 of 4 PageID #:2380

Community Capital

April1,2015

Atlantic Yards Venture, LLC

d/b/a Greenland Forest City Pminers
One MetroTech Center, 23rd Floor
Brooklyn, NY 11201
Attn: Howard Klein

Re: Preliminary Application for Financing

Program: Multifamily Rental Development with Rent Restrictions- New Construction and
Term Mortgages

Property: B3 - 38 Sixth Avenue, Brooklyn, NY

Dear Mr. Klein:

Thank you for your interest in Citi Community Capital's financing programs. This letter offers
an opportunity to submit a preliminary application ("Preliminary Application") for financing to
Citibank, N.A. ("CITI") under the Program referenced above.

Upon CITI's receipt of (1) a copy of this letter signed to acknowledge the terms and conditions
of the proposed financing, including those terms and conditions set fmih in the Term Sheet dated
March 31, 2015, ("Term Sheet") attached hereto as Exhibit A; and (2) the Application Fee (as
defined in the Term Sheet) in accordance with the instructions in the Check and Wire Instructions
attached hereto as Exhibit B, this letter shall constitute a Preliminary Application ("Preliminary
Application") by you (the "Applicant") to CITI to arrange for a construction and a permanent
loan for the Property under the Program referenced above. The Preliminary Application and
Complete Application (as defined below) are collectively referred to herein as the "Application."

The Preliminary Application shall be deemed a complete application ("Complete Application")

upon receipt by CITI of all of the following:

• An original of this Preliminary Application, executed by Borrower, together with the

Application Fee (as defined in the Term Sheet)
• All documentation and information requested in a "CITI Processing" package to be
delivered by CITI to Applicant promptly after receipt by CITI of the Preliminary
Application including, without limitation, financial statements for Borrower and
Guarantor;
• A preliminary title report or title commitment acceptable to CITI;
• An appraisal repmi acceptable to CITI;
• An environmental report and plan and specification review acceptable to CITI; and
• All additional information or documentation reasonably requested by CITI.
Case: 1:19-cv-01230 Document #: 28-15 Filed: 04/17/19 Page 2 of 4 PageID #:2381

Application- CIT/ Construction-Permanent Loan

B3- 38 Sixth Avenue (Brook(vn, NY)
April I, 2015
Page2

Upon satisfaction of all of the conditions and requirements of the Program, including approval
from the appropriate CITI credit committee, the loan applied for will be arranged by CITI
("Loan").

In connection with this Application, CITI will be acting solely as a principal and not as your
agent, advisor or fiduciary. CITI has not assumed a fiduciary responsibility with respect to
this Application, and nothing in this Application or in any prior relationship between you
and CITI will be deemed to create an advisory, fiduciary or agency relationship between us
in respect of this Application. You should consider carefully whether you would like to
engage an independent advisor to represent or otherwise advise you in connection with this
Application, if you have not already done so.

Program Summary

Under the terms of the Program, CITl would arrange for a loan (the "Loan") to the Borrower
which will have two distinct phases - a "Construction Phase" and a "Permanent Phase", as
described below.

Construction Phase: All construction/rehabilitation work must be completed and stabilization

must be achieved during the construction phase (the "Construction Phase"). During the
Construction Phase, Loan funds will be provided on a "draw down" basis and Loan repayments
will be interest only. Additional terms and conditions are included in the attached Term Sheet.

Permanent Phase: After construction/rehabilitation has been completed and Prope11y operations
have stabilized, Applicant must submit a request to convert the Loan to the permanent phase (the
"Permanent Phase"). During the Permanent Phase, no additional Loan funds will be advanced
and Loan repayments will include interest and principal amortization payments. Additional terms
and conditions are included in the attached Term Sheet.

To be eligible to convert to the Permanent Phase ("Conversion"), the Prope11y must have
achieved and maintained a minimum of ninety (90) percent physical occupancy under acceptable
leases for three consecutive calendar months after construction completion. The Permanent
Phase loan amount will then be sized to satisfy the minimum debt service coverage ratio specified
in the Term Sheet, based upon an underwriting by CITI of the income and expenses at the time of
the request for Conversion. The foregoing is not an exhaustive list of all the conditions that must
be met for Conversion and should not be relied upon as such for the purposes of seeking
financing.

Terms

The terms of the financing are described in the Te1m Sheet annexed hereto as Exhibit A and
incorporated herein by this reference.

Exclusivity

CITI and Applicant herein represent and warrant to the other that neither has dealt with any
mortgage broker in connection with this financing and agree to indemnify and hold the other
harmless against claims brought by brokers with whom they or their representatives have dealt in
connection with the financing contemplated hereby.
Case: 1:19-cv-01230 Document #: 28-15 Filed: 04/17/19 Page 3 of 4 PageID #:2382

Application -CIT! Construction-Permanent Loan

83-38 Sixth Avenue (Brooklyn, NY)
April I, 2015
Page3

Applicant agrees that CITI shall have the exclusive right but not the obligation to arrange a Loan
with respect to the Property in accordance with the terms of this Preliminary Application for a
period (the "Exclusivity Period") commencing on the date hereof and concluding on the forty-
fifth (45 1h) day after the date of CITI's receipt of the Complete Application. Applicant warrants
that there is no other signed loan application regarding the Property now pending with any other
lender (with the exception of subordinate lenders, if any).

In the event that all approvals necessary for CITI to provide the contemplated financing are not
processed by CITI within the Exclusivity Period, Applicant may request that CITI terminate
processing of the Application and return any remaining Application Fee unused by CITI.
Applicant hereby agrees to send funds to CITI in a sufficient amount to cover any costs CITI has
occurred in processing the Application that were not fully covered by the Application Fee. This
Application shall thereafter immediately cease to be of any fmther effect and all obligations
hereunder shall terminate without the need for any further action by either party.

Applicant understands and agrees that the Application does not, in any manner, constitute
a commitment or agreement to make a loan. Any documentation will be forthcoming only
after approval of the underwriting by CITI's credit committee. The financing will be
documented separately and will contain terms and conditions that may be in addition to or
in substitution of those set forth in the Application.

If Applicant does not accept this Preliminary Application by signing it and returning it with the
Application Fee, it shall automatically expire fifteen (15) days after the date hereof.

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

Case: 1:19-cv-01230 Document #: 28-15 Filed: 04/17/19 Page 4 of 4 PageID #:2383

Application- CJTJ Construction·Pennanent Loan

83-38 Sixth Avenue (Brooklyn, NY)
Aprill, 2015
Page4

This Preliminary Application represents the entire understanding between Applicant and CITI
and may only be changed in writing with signatures of both Applicant and CITI.

Thank you for the opportunity to be considered as a source of financing for the Property.

Sincerely,

CITIBANK, N.A.

By:~/~
Nam7"'Matthew Bissonette
Its: Vice President

Attachments
Exhibit A: Term Sheet, dated March 31,2015
Exhibit B: Check and Wire Instructions

By signing below, the Applicant acknowledges and agrees to the foregoing terms and conditions
of this Preliminary Application, including those in the attached Term Sheet.

Atlantic Yards Venture, LLC

d/b/a Greenland Forest City Partners

By:

Name:

Title: Authorized Signatory of Greenland Member

By:

Name:

Title: Authorized Signatory of Forest City Member