WHEREAS, Bleecker Charles Company (the "Sponsor"), a limited partnership organized and existing under the laws of New York, is the tenant under a certain Agreement of Lease dated July 31, 1985 (the "Master Lease") between 350 Bleecker Street Apartment Corporation (the "Co-op"), a corporation organized under the laws of the State of New York, as landlord, and the Sponsor, as tenant, covering a public parking garage and two ground-floor commercial spaces in the building known as 350 Bleecker Street in the City, County and State of New York ("the Building");

WHEREAS, by Termination Notice dated July 19, 2000 (the "Termination Notice"), the Co-op purported to terminate, under the Federal Condominium and Cooperative Conversion Protection and Abuse Relief Act, 15 U.S.C. ** 3601-3616 ("the Act"), the portion of the Master Lease covering the parking garage in the Building (the "Parking Garage");

WHEREAS, on or about October 13, 2000, the Sponsor commenced an action in the United States District Court for the Southern District of New York entitled Bleecker Charles Company v. 350 Bleecker Street Apartment Corporation, No. 00 Civ. 7827 (GEL) (the "Federal Action") in which the Sponsor asserted claims against the Co-op seeking, among other things, a declaration that the Termination Notice was ineffective under the Act and certain provisions of New York law;

WHEREAS, in its counterclaims in the Federal Action, the Co-op asserted claims that the Termination Notice was valid under the Act and sought, among other things, a declaratory judgment to that effect;

WHEREAS, on or about October 31, 2001, the District Court entered a final judgment in the Federal Action that, among other things, declared the Termination Notice void and of no force or effect under the Act and enjoined the Co-op from interfering with the possession of the Sponsor and its subtenant in the Parking Garage on the basis of the Termination Notice;

WHEREAS, on or about April 23, 2003, the United States Court of Appeals for the Second Circuit affirmed in its entirety the judgment of the District Court;

WHEREAS, by notice of motion dated May 7, 2003, the Sponsor moved in the Federal Action pursuant to the Act for an order awarding the Sponsor, as the prevailing party, its unreimbursed attorneys' fees and disbursements paid by the Sponsor or estimated to be owed to Proskauer Rose LLP in the amount of $202,882.72 (the "Fee Motion");

WHEREAS, on or about June 17, 2002, the Co-op commenced an action in Supreme Court, New York County, entitled 350 Bleecker Street Apartment Corp. v. Kenneth B. Newman, Individually and as Managing/General Partner of Bleecker Charles Co. and Kenneth B. Newman Realty Corp., Index No. 113271/02 (the "Main Action");

WHEREAS, on or about September 26, 2002, Kenneth B. Newman ("Newman") commenced a third-party action in Supreme Court, New York County under Index No. 591057/02 against Mark Lilien ("Lilien") and James D. Kafadar ("Kafadar") (the "Third-Party Action");

WHEREAS, by order dated April 17, 2003, Supreme Court, New York County, in the Main Action and Third-Party Action, granted in part and denied in part the motion by Newman for an order pursuant to New York Business Corporation Law * 724(c) directing the Co-op to reimburse his reasonable attorney's fees, costs and expenses pendente lite, and ordered the Co-op to reimburse Newman in the amount of 1/7 of the total amount of all invoices of counsel for all defendants in the Main Action, as incurred;

WHEREAS, on or about January 30, 2003, the Sponsor, suing derivatively on behalf of the Co-op, commenced a shareholder derivative action in Supreme Court, New York County under Index No. 101857/03 against Lilien and Kafadar (the "Derivative Action");

WHEREAS, on or about January 29, 2003, the Co-op commenced an action against Federal Insurance Company ("Federal") seeking insurance coverage, pursuant to Policy Number 8132-17-54F, providing director's and officer's liability insurance to the Co-op for the period August 16, 2000 to August 16, 2003 (the "Federal Policy"), which action is pending in Supreme Court, New York County under Index No. 600320/03;

WHEREAS, on or about January 7, 2003, Lilien and Kafadar commenced an action against Federal seeking insurance coverage pursuant to the Federal Policy, which action is pending in Supreme Court, New York County under Index No. 100249/03;

WHEREAS, on or about February 18, 2003, Newman commenced an action against Federal seeking insurance coverage pursuant to the Federal Policy, which action is pending in Supreme Court, New York County under Index No. 600539/03 (collectively, with the other two actions against Federal described above, the "Insurance Actions");

WHEREAS, the Main Action, Third-Party Action, Derivative Action and Insurance Actions (collectively, the "Captioned Actions") have been consolidated for pre-trial purposes before the Honorable Karla Moskowitz, J.S.C.;

WHEREAS, by Order to Show Cause dated May 24, 2002, the Sponsor commenced a proceeding in Supreme Court, New York County against the Co-op entitled Matter of Bleecker Charles Co. v. 350 Bleecker Street Apartment Corp., seeking turnover of corporate records of the Co-op (the "Records Proceeding"), which proceeding remains pending before the Honorable Joan A. Madden, J.S.C. under Index No. 110835/02;

WHEREAS, the parties hereto wish to enter into and perform a settlement of the Federal Action, the Captioned Actions and the Records Proceeding, and resolve their differences, upon the terms and conditions provided in this Stipulation of Settlement, the exhibits hereto and all other agreements and documents required to be executed and delivered pursuant to its terms (collectively, "this Stipulation"), in accordance with the terms, and subject to the conditions provided herein;

NOW THEREFORE, in consideration of the foregoing and the mutual covenants herein contained, and to resolve, and in full settlement of all claims and causes of action asserted in the Captioned Actions and Records Proceeding as more particularly described in the releases set forth herein, it is hereby stipulated and agreed as follows: 

 

Effective Date

1. The Effective Date is the date on which the last to occur of the following has occurred:

(a) Execution and delivery of this Stipulation by all parties hereto;

(b) Payment in full of the Settlement Sum in accordance with Paragraphs 4 through 6 below;

(c) Board Approval in accordance with Paragraph 12 below;

(d) Execution and delivery by the parties hereto of each of the stipulations of discontinuance more particularly described in Paragraphs 14 through 21 below;

(e) Production by the Co-op of the corporate records set forth on Exhibit I; and

(f) Court Approval in accordance with Paragraph 50 below.

2. In the event the Effective Date shall not have occurred by August 18, 2003, the Sponsor shall have the right to terminate this Stipulation by providing notice of its election to terminate this Stipulation to the Co-op and Federal in the manner specified in Paragraphs 59 and 60 below.

3. In the event the Stipulation is terminated or fails to become effective for any reason, the parties to the Stipulation shall be deemed to have reverted to their respective status, as of June 20, 2003, in the Captioned Actions, Federal Action and Records Proceeding, and the parties shall proceed in all respects as if this Stipulation had not been executed.

Payment of the Settlement Sum

4. The Co-op shall pay to the Sponsor the sum of Four Hundred Fifty Thousand Dollars ($450,000) (the "Settlement Sum") as follows:

(a) $175,000 upon execution and delivery of this Stipulation; and

(b) The balance within 5 days of Court Approval.

5. The Sponsor acknowledges that the Settlement Sum is presently anticipated to be contributed $175,000 by the Co-op and $275,000 by Federal. Within three days of Court Approval, Federal shall transfer the sum of $275,000 to Mitchell R. Schrage, Esq., who individually and together with Mitchell R. Schrage & Associates PLLC shall serve as escrow agent, to be held in escrow to be paid to the Sponsor, on behalf of the Co-op, in accordance with this Stipulation.

6. All payments pursuant to this Stipulation of Settlement shall be paid by wire transfer to:

Citibank, N.A.

111 Wall Street, New York, New York 10005

Proskauer Rose LLP Attorney Trust Account

ABA No. xxxxx0089

Account No. xxxxxx4353 

 

7. In the event Federal fails to pay the sum of $275,000 as set forth in Paragraph 5 hereof, the claims releases set forth in Paragraphs 34 and 35 below shall be null and void.

The Master Lease

8. The Co-op and the Sponsor hereby acknowledge that the Master Lease is in full force and effect.

9. The releases set forth in Paragraphs 22 - 33 below shall expressly include any and all claims against the Sponsor for additional rent payable under paragraph 41 of the Master Lease for the July 1, 2002 to June 30, 2003 tax year and periods prior thereto, and all other additional rent due and owing under any other provision of the Master Lease, including paragraphs 28 and 53, through the Effective Date. Notwithstanding the foregoing, the Sponsor acknowledges the Co-op's right to enforce the terms of the Master Lease regarding the Sponsor's obligations to pay additional rent or make other payments to the Co-op pursuant to the Master Lease for the period commencing July 1, 2003 and thereafter, during the term of the Master Lease. In the event the parties do not agree on any future calculation or assessment of additional rents, whether pursuant to paragraphs 41 or 53 of the Master Lease or other provisions, any such dispute shall be resolved by arbitration pursuant to Paragraphs 47-48 herein.

10. The Co-op hereby covenants that it shall not seek any further review of the final judgment entered by the District Court on October 31, 2001 (the "Federal Final Judgment") or the decision of the United States Court of Appeals of the Second Circuit dated April 23, 2003 in the Federal Action. The Federal Final Judgment shall remain in full force and effect.

11. Upon the Effective Date, all claims of the Co-op and the Sponsor arising under the Master Lease prior to the date of this Stipulation are hereby released and discharged, except for liabilities arising from third-party claims for personal injury or property damage to the extent covered by one or more insurance policies issued to the Co-op and/or the Sponsor. This provision supplements, and shall not limit in any way, the releases provided in Paragraphs 22-33 below.

Board Approval

12. The Co-op shall deliver to the Sponsor a resolution, substantially in the form annexed hereto as Exhibit A, confirming the approval of the Settlement by the Co-op's board of directors at a duly-convened meeting ("Board Approval").

13. Lilien, Kafadar and Newman shall publicly and fully support the settlement and Stipulation and shall do nothing to obstruct, interfere or advocate against approval of the Stipulation by the Co-op.

Discontinuance of the Actions

14. The Co-op, the Sponsor, Newman, Kenneth B. Newman Realty Corp. ("Newman Corp."), Lilien and Kafadar shall execute a Stipulation of Discontinuance of the Main Action and the Third-Party Action, discontinuing all claims raised in said actions with prejudice and without costs, substantially in the form annexed hereto as Exhibit B.

15. The Sponsor, the Co-op, Lilien and Kafadar shall execute a Stipulation of Discontinuance in the Derivative Action, discontinuing all claims raised in said action with prejudice and without costs, substantially in the form annexed hereto as Exhibit C.

16. The Sponsor and the Co-op shall execute a Stipulation of Discontinuance in the Records Proceeding, discontinuing said proceeding with prejudice and without costs, substantially in the form annexed hereto as Exhibit D.

17. The Co-op and Federal shall execute a Stipulation of Discontinuance in the insurance coverage action pending under Index No. 600320/03, discontinuing said action with prejudice and without costs, substantially in the form annexed hereto as Exhibit E.

18. Lilien, Kafadar and Federal shall execute a Stipulation of Discontinuance in the insurance coverage action pending under Index No. 100249/03, discontinuing said action with prejudice and without costs, substantially in the form annexed hereto as Exhibit F.

19. Newman and Federal shall execute a Stipulation of Discontinuance in the insurance coverage action pending under Index No. 600539/03, discontinuing said action with prejudice and without costs, substantially in the form annexed hereto as Exhibit G.

20. The Sponsor and the Co-op shall execute a Stipulation consenting to the withdrawal, with prejudice and without costs, of the pending Fee Motion in the Federal Action, substantially in the form annexed hereto as Exhibit H.

21. The original executed stipulations of discontinuance shall be delivered to, and held by, Proskauer Rose LLP in escrow until the Effective Date. Within five (5) business days after the Effective Date, Proskauer Rose LLP shall file each stipulation of discontinuance in the appropriate court. Proskauer Rose LLP shall provide stamped filed copies of the stipulations of discontinuance to the parties hereto.

Releases and Covenants Not to Sue As Between
The Co-op and the Sponsor and Their Related Parties

22. Upon the Effective Date, except as expressly provided in this Stipulation, the Co-op, Lilien and Kafadar, each on behalf of itself, its successors and assigns and their respective past, present and future officers, directors and shareholders, hereby release and forever discharge the Sponsor, Newman and Newman Corp., each of their respective present and former officers, directors, partners, members, managing agents, attorneys and other representatives, employees, contractors, agents, heirs, executors, administrators, predecessors, successors and assigns (collectively, the "Sponsor Related Parties"), and each of them, from any and all accounts, actions, agreements, bills, bonds, causes of action, claims, complaints, contracts, costs, covenants, damages, debts, demands, executions, grievances, judgments, levies, liabilities, liens, losses, obligations, suits, sums of money whatsoever, whether known or unknown, liquidated or contingent, foreseeable or unforeseeable, direct or derivative, and whether or not alleged or made, in law, admiralty or equity, which the Co-op, Lilien and/or Kafadar, or any of his/her/its heirs, executors, administrators, predecessors, successors or assigns ever had, now has or hereafter can, shall or may have against the Sponsor, Newman and/or Newman Corp., or any of the Sponsor Related Parties, for, upon or by reason of any matter, cause or thing whatsoever from the beginning of the world to the day of the date of this General Release ("the Co-op Released Claims"), including but not limited to any and all claims that were, were required to be, or properly could have been raised in the Main Action, Third-Party Action, Derivative Action, Federal Action and/or Records Proceeding.

23. Upon the Effective Date, the Co-op, Lilien and Kafadar further covenant and agree that, except as provided herein, neither he/she/it nor any of his/her/its parents, subsidiaries, affiliates, shareholders, trustees, members, directors, officers, employees, contractors, agents, attorneys, representatives, heirs, executors, administrators, predecessors, successors or assigns will at any time hereafter assert, file, pursue or prosecute, or encourage, promote, seek or voluntarily participate or cooperate in the assertion, filing or prosecution of any Co-op Released Claim or any complaint, grievance, charge, claim, action or other administrative, judicial or legislative proceeding on behalf of any person against the Sponsor, Newman and/or Newman Corp. or any of the Sponsor Related Parties with respect to any matter, cause or thing whatsoever constituting any Co-op Released Claim.

24. The Co-op hereby covenants and agrees to indemnify and hold harmless the Sponsor, Newman and/or Newman Corp. with respect to any losses, costs and expenses (including without limitation reasonable attorneys* fees and disbursements) arising out of any breach by the Co-op, and/or any of his/her/its parents, subsidiaries, affiliates, shareholders, trustees, members, directors, officers, employees, contractors, agents, attorneys, representatives, heirs, executors, administrators, predecessors, successors or assigns of the covenant and agreement set forth in Paragraph 23 above.

25. Lilien hereby covenants and agrees to indemnify and hold harmless the Sponsor, Newman and/or Newman Corp. with respect to any losses, costs and expenses (including without limitation reasonable attorneys* fees and disbursements) arising out of any breach by himself, and/or any of his employees, contractors, agents, attorneys, representatives, heirs, executors, administrators, predecessors, successors or assigns of the covenant and agreement set forth in Paragraph 23 above.

26. Kafadar hereby covenants and agrees to indemnify and hold harmless the Sponsor, Newman and/or Newman Corp. with respect to any losses, costs and expenses (including without limitation reasonable attorneys* fees and disbursements) arising out of any breach by himself, and/or any of his employees, contractors, agents, attorneys, representatives, heirs, executors, administrators, predecessors, successors or assigns of the covenant and agreement set forth in Paragraph 23 above.

27. The provisions of Paragraphs 22 through 26 above shall inure to the benefit of the Sponsor, Newman and/or Newman Corp. and each of the Sponsor Related Parties.

28. Upon the Effective Date, except as expressly provided in this Stipulation, the Sponsor, Newman and Newman Corp. each on behalf of itself and their respective present and former officers, directors, partners, members, managing agents, attorneys and other representatives, employees, contractors, agents, heirs, executors, administrators, predecessors, successors and assigns, hereby release and forever discharge the Co-op, Lilien and Kafadar, each of their respective past, present and future officers, directors, shareholders, partners, employees, contractors, attorneys, agents, representatives, heirs, executors, administrators, predecessors, successors and assigns (collectively, the "Co-op Related Parties"), and each of them, from any and all accounts, actions, agreements, bills, bonds, causes of action, claims, complaints, contracts, costs, covenants, damages, debts, demands, executions, grievances, judgments, levies, liabilities, liens, losses, obligations, suits, sums of money whatsoever, whether known or unknown, liquidated or contingent, foreseeable or unforeseeable, direct or derivative, and whether or not alleged or made, in law, admiralty or equity, which the Sponsor, Newman and/or Newman Corp, or any of his/her/its heirs, executors, administrators, predecessors, successors or assigns ever had, now has or hereafter can, shall or may have against the Co-op, Lilien and/or Kafadar, or any of the Co-op Related Parties, for, upon or by reason of any matter, cause or thing whatsoever from the beginning of the world to the day of the date of this General Release ("the Sponsor Released Claims"), including but not limited to any and all claims that were, were required to be, or properly could have been raised in the Main Action, Third-Party Action, Derivative Action, Federal Action and/or Records Proceeding.

29. Upon the Effective Date, the Sponsor, Newman and Newman Corp. further covenant and agree that, except as provided herein, neither he/she/it nor any of his/her/its parents, subsidiaries, affiliates, shareholders, trustees, members, directors, officers, employees, contractors, agents, attorneys, representatives, heirs, executors, administrators, predecessors, successors or assigns will at any time hereafter assert, file, pursue or prosecute, or encourage, promote, seek or voluntarily participate or cooperate in the assertion, filing or prosecution of any Sponsor Released Claim or any complaint, grievance, charge, claim, action or other administrative, judicial or legislative proceeding on behalf of any person against the Co-op, Lilien and/or Kafadar or any of the Co-op Related Parties with respect to any matter, cause or thing whatsoever constituting any Sponsor Released Claim.

30. The Sponsor hereby covenants and agrees to indemnify and hold harmless the Co-op, Lilien and/or Kafadar with respect to any losses, costs and expenses (including without limitation reasonable attorneys* fees and disbursements) arising out of any breach by the Sponsor, and/or any of his/her/its parents, subsidiaries, affiliates, shareholders, trustees, members, directors, officers, employees, contractors, agents, attorneys, representatives, heirs, executors, administrators, predecessors, successors or assigns of the covenant and agreement set forth in Paragraph 29 above.

31. Newman hereby covenants and agrees to indemnify and hold harmless the Co-op, Lilien and/or Kafadar with respect to any losses, costs and expenses (including without limitation reasonable attorneys* fees and disbursements) arising out of any breach by himself, and/or any of his employees, contractors, agents, attorneys, representatives, heirs, executors, administrators, predecessors, successors or assigns of the covenant and agreement set forth in Paragraph 29 above.

32. Newman Corp. hereby covenants and agrees to indemnify and hold harmless the Co-op, Lilien and/or Kafadar with respect to any losses, costs and expenses (including without limitation reasonable attorneys* fees and disbursements) arising out of any breach by Newman Corp., and/or any of his/her/its parents, subsidiaries, affiliates, shareholders, trustees, members, directors, officers, employees, contractors, agents, attorneys, representatives, heirs, executors, administrators, predecessors, successors or assigns of the covenant and agreement set forth in Paragraph 29 above.

33. The provisions of Paragraphs 28 through 32 above shall inure to the benefit of the Co-op, Lilien and Kafadar and each of the Co-op Related Parties.

Releases and Covenants Not to Sue
With Respect to the Insurance Claims

34. Upon the Effective Date, and upon the further condition that Federal has complied with all of its obligations hereunder, the Co-op, Lilien, Kafadar, Newman, Newman Corp. and the Sponsor, each on behalf of itself, its successors and assigns and their respective past, present and future officers, directors and shareholders, hereby release and forever discharge Federal, and its past, present and future officers, directors, shareholders, partners, employees, contractors, attorneys, agents, representatives, heirs, executors, administrators, predecessors, successors and assigns, in connection with any and all claims that were or could have been raised in the Insurance Actions, the Captioned Actions and/or the Records Proceeding, including any and all claims that were or could have been raised in connection with the manner in which claims submitted under the Federal Policy in connection with the Captioned Actions or Records Proceeding were handled and resolved. This release is expressly intended to cover any and all claims for coverage, or for payment of attorneys fees or costs, damages, loss or any other payments, relating in any way to construction, enforcement or breach of this Stipulation, or any arbitration or other proceeding commenced pursuant to the terms of this Stipulation. The release described herein shall be, and shall remain in effect as, a full and complete release, notwithstanding the discovery or existence of any additional facts or claims. It is expressly understood and agreed that the release provided by this paragraph is intended to cover and does cover not only all known facts and/or claims but also any further facts and/or claims not now known or anticipated, but which later may develop or should be discovered, including all the effects and consequences thereof.

35. Upon the Effective Date, and upon the further condition that Federal has complied with all of its obligations hereunder, Federal, on behalf of itself, its successors and assigns and its past, present and future officers, directors and shareholders, hereby releases and forever discharges the Co-op, Lilien, Kafadar, Newman, Newman Corp. and the Sponsor, their respective past, present and future officers, directors, shareholders, partners, employees, contractors, attorneys, agents, representatives, heirs, executors, administrators, predecessors, successors and assigns, in connection with any and all claims that were or could have been raised in the Insurance Actions, the Captioned Actions and/or the Records Proceeding, including any and all claims that were or could have been raised in connection with the manner in which claims submitted under the Federal Policy in connection with the Captioned Actions or Records Proceeding were handled and resolved. This release is expressly intended to cover any and all claims for coverage, or for payment of attorneys fees or costs, damages, loss or any other payments, relating in any way to construction, enforcement or breach of this Stipulation, or any arbitration or other proceeding commenced pursuant to the terms of this Stipulation. It is expressly understood and agreed that the release provided by this paragraph is intended to cover and does cover not only all known facts and/or claims but also any further facts and/or claims not now known or anticipated, but which later may develop or should be discovered, including all the effects and consequences thereof.

36. Except for the claims releases provided in Paragraphs 34 and 35 above, the Federal Policy shall remain in full force and effect.

The Co-op's Agreement Concerning Its Records, Books and Information

37. In consideration of the releases provided by the Sponsor herein, the Co-op hereby covenants and agrees to furnish, promptly upon written request by or on behalf of the Sponsor, true and correct copies of any and all corporate records, books and information: 1) that the Sponsor has a right to review and copy, by virtue of its status as a shareholder of the Co-op, pursuant to the provisions of the New York Business Corporation Law and/or the common law; and 2) that the Sponsor may reasonably need in connection with the preparation of amendments to an offering plan pertaining to the Co-op and/or any residential apartment unit or units in the Building.

38. In addition, the Co-op shall furnish copies of the corporate records identified on Exhibit I. The Sponsor represents that these records are sought for informational purposes. Any claims or causes of action arising from facts or information disclosed in the records identified in Exhibit I are intended to be, and are, covered by and subject to the releases provided in Paragraphs 22-33 hereof, and shall be released upon the Effective Date.

39. Nothing provided herein shall be deemed to be a waiver or limitation on the Co-op's right to resist a request by the Sponsor pursuant to Paragraph 37 on the ground that the requested records would reveal then-current strategies of the Co-op for pursuing claims against the Sponsor or any affiliate, except that the Co-op shall not resist, on this or any other ground, any request by the Sponsor for any records relating to any event or transaction that could reasonably be considered material, created during or relating to the period from the Effective Date until the next election of regular annual election of directors and officers, presently anticipated to be held in or about November 2003. Nothing provided in this Stipulation shall preclude the Sponsor from seeking by other means, including discovery, any records to which it is not specifically entitled under Paragraphs 37 and 38.

40. For a period of five (5) years from the Effective Date, in the event the Co-op denies any request by the Sponsor for records or information pursuant to this Stipulation, the Sponsor shall be entitled to seek resolution of the dispute in a summary binding arbitration in accordance with Paragraphs 47-48 below. The arbitration hearing shall commence within 10 days of the submission of the dispute by the Sponsor, and shall be conducted on an expedited basis on limited submissions as directed by the arbitrator.

41. Commencement of an arbitration pursuant to Paragraph 40 above shall be at the sole and exclusive option of the Sponsor. The Co-op shall not be entitled to commence an arbitration pursuant to Paragraph 40 above.

42. Nothing provided in this Stipulation shall be deemed to be a waiver or limitation on the right of the Sponsor or the Co-op to commence any action or proceeding in a court of competent jurisdiction to enforce any and all rights it may have pursuant to the New York Business Corporation Law and/or the common law to review and/or compel turnover of corporate records of the Co-op, or to seek a declaration of rights with respect to such records.

Provisions Relating to Lilien and Kafadar

43. Lilien and Kafadar each agree not to serve or seek to serve, by election, appointment or otherwise, as a director or officer of the Co-op in the next regular annual election of directors and officers, presently anticipated to be held in or about November 2003, and shall remain neither a director nor an officer for the entire one-year term commencing in or about November 2003. Nothing herein shall be construed to prevent Lilien and/or Kafadar from campaigning to seek election as a director or officer of the Co-op for the term commencing in or about November 2004 (or any later term), so long as neither engages in campaigning more than 90 days prior to the date of the election.

44. In the event of a breach by Lilien or Kafadar of any of their respective covenants set forth in Paragraph 43 above, the Sponsor shall be entitled to specific performance thereof. All costs incurred in connection with enforcement of these covenants incurred by the prevailing party, including reasonable attorney's fees and disbursements, shall be reimbursed by the party who does not prevail.

45. Except as otherwise expressly provided herein, Lilien and Kafadar shall have the rights and obligations of any shareholder of the Co-op, provided they continue to hold shares in the Co-op.

46. Newman represents that he does not intend to serve or seek to serve as a director or officer of the Co-op in the next regular annual election of directors and officers, presently anticipated to be held in or about November 2003.

Arbitration 

47. In the event of any dispute arising between the Co-op and the Sponsor in connection with any request by the Sponsor for corporate records in accordance with Paragraph 40 hereof, or in connection with additional rent under the Master Lease as set forth in Paragraph 9 hereof, the Co-op and the Sponsor agree to submit to binding arbitration to be held under the auspices of JAMS. Such arbitration shall be conducted before a single arbitrator to be selected by JAMS, who shall have prior judicial experience as a member of the New York State or Federal judiciary. All parties to an arbitration commenced hereunder shall bear their own costs.

48. The Sponsor's time to cure any default claimed by the Co-op with respect to additional rent under the Master Lease shall be stayed until 30 days after entry by JAMS of the arbitration award, or such longer period as may be provided in the arbitration award.

General Provisions

49. This Stipulation and the instruments annexed as exhibits hereto may be executed in counterparts each of which shall be deemed an original, and all of which shall constitute one and the same agreement.

50. Promptly following execution and delivery of this Stipulation, counsel for the Sponsor and the Co-op shall jointly submit an original executed Stipulation to the Court in the Captioned Actions and six copies of a proposed Order Approving Settlement substantially in the form annexed as Exhibit J hereto. The parties shall jointly request Court Approval of the settlement set forth in the Stipulation. Execution by the Court of the proposed Order Approving Settlement substantially in the form annexed as Exhibit J hereto shall constitute "Court Approval" as that term is used herein.

51. The Order Approving Settlement shall be filed in each of the six Captioned Actions.

52. Each party represents and warrants that it has entered into this Stipulation freely and of its own accord, after consultations with its attorneys and other advisors, that it is fully familiar with all the facts and circumstances concerning the matters set forth in this Stipulation and has made such investigations as it deemed necessary in connection therewith and that no other party has made any representations or warranties to such party on which such party has relied in entering into this Stipulation other than those expressly made in this Stipulation.

53. This Stipulation shall constitute the entire agreement by and among the parties relating to the Settlement and is a full and integrated _expression of all terms and conditions of the Settlement.

54. This Stipulation cannot be varied, amended, modified, terminated or canceled, except by a writing signed on behalf of all parties.

55. Any failure of any party to insist upon strict compliance with any terms, conditions or agreements in this Stipulation or any exhibit annexed hereto shall not be deemed to be a waiver of any of its rights or remedies or of any subsequent breach or default. No waiver or release by any party of any term, condition or agreement contained in this Stipulation shall be valid unless in writing duly executed by the party to be charged therewith.

56. This Stipulation shall be governed by and construed in accordance with the laws of the State of New York without regard to its conflict of laws rules, except to the extent that New York law conflicts with Federal law, including the Act, in which case Federal law shall control.

57. This Stipulation shall be binding upon, and inure to the benefit of, the parties hereto, their respective successors, representatives and assigns.

Notices

58. All communications or notices provided for in this Stipulation shall be in writing and shall be delivered personally or sent by overnight courier service:

(a) If to the Sponsor, to Bleecker Charles Company, 488 Madison Avenue, New York, NY 10022, to the attention of Kenneth B. Newman, with a copy to Dale A. Schreiber, Esq., Proskauer Rose LLP, 1585 Broadway, New York, NY 10036.

(b) If to the Co-op, to 350 Bleecker Street Apartment Corp., 350 Bleecker Street, New York, NY 10014, to the attention of the President of the Board of Directors, with a copy to Mitchell R. Schrage, Esq., Mitchell R. Schrage & Associates, PLLC, Tower 56, 126 E. 56th Street, New York, NY 10022.

(c) If to Lilien and/or Kafadar, to them at 350 Bleecker Street, New York, NY 10014, with a copy to Richard Resnik, Esq., Mandel Resnik Kaiser Moskowitz & Greenstein, P.C., 220 E. 42nd St., New York, NY 10017.

(d) If to Federal, to it at New York Specialty Claims, 29th Floor, 55 Water Street, New York, NY 10041-2899, with copies to Judith F. Goodman, Esq., Goodman & Jacobs, LLP, 14 Wall Street, 22nd Floor, New York, NY 10005, and Stacey L. McGraw, Esq., Ross, Dixon & Bell, L.L.P., 2001 K Street, N.W., Washington, DC 20006-1040.

59. Notice shall be deemed given when sent except that a notice of change of address shall be effective upon receipt. Notices shall be sent to such other address as any party may designate by similar notice.

Retention of Jurisdiction

60. The Court in the Captioned Actions shall retain jurisdiction over the parties and the Captioned Actions for the purpose of enforcing the terms of this Stipulation.

61. Parties shall retain all remedies available at law or equity to seek enforcement of the provisions of this Stipulation, including by summary proceeding commenced in the Captioned Actions.

62. In the event the Settlement Sum has not been paid in full by August 1, 2003, but all other conditions precedent to the Effective Date have occurred, and the Sponsor does not elect to terminate this Stipulation in accordance with Paragraph 2 hereof, the Sponsor shall be entitled, on three days' notice, to request immediate enforcement of this Stipulation by the Court in the Captioned Actions.

63. If the Co-op is found to have breached this Stipulation of Settlement by non-payment of all or any portion of the Settlement Sum, in addition to other remedies available to the Sponsor, the Sponsor shall be entitled to recover its reasonable attorneys fees, costs and disbursements in connection with all actions taken to enforce the provisions of this Stipulation.

EXHIBIT A

Resolution of the
Board of Directors of 350 Bleecker Street Apartment Corp.

EXHIBIT B

WHEREAS no party hereto is an infant or incompetent person for whom a committee has been appointed and no person not a party has an interest in the subject matter of the proceeding;

IT IS HEREBY STIPULATED AND AGREED, by and between the undersigned counsel for the parties hereto, that the above-captioned action and third-party action are hereby dismissed, with prejudice, and without costs to any party.

Dated: July __, 2003

PROSKAUER ROSE LLP

By: ____________________________
Dale A. Schreiber, Esq.
Elise A. Yablonski, Esq.
1585 Broadway
New York, New York 10036
(212) 969-3000
Attorneys for Bleecker Charles Company,
Kenneth B. Newman and Kenneth B. Newman
Realty Corp.

MITCHELL R. SCHRAGE & ASSOCIATES, PLLC
By: ______________________________
Mitchell R. Schrage, Esq.
Tower 56
126 E. 56th St.
New York, NY 10022
(212) 758-9000
Attorneys for 350 Bleecker Street Apartment Corp.

MANDEL RESNIK KAISER MOSKOWITZ & GREENSTEIN, P.C.
By: ______________________________
Richard Resnik, Esq.
220 E. 42nd St.
New York, NY 10017
(212) 573-0000
Attorneys for Mark Lilien and James D. Kafadar

EXHIBIT C

WHEREAS no party hereto is an infant or incompetent person for whom a committee has been appointed and no person not a party has an interest in the subject matter of the proceeding;

IT IS HEREBY STIPULATED AND AGREED, by and between the undersigned counsel for the parties hereto, that the above-captioned action and third-party action are hereby dismissed, with prejudice, and without costs to any party.

Dated: July __, 2003

PROSKAUER ROSE LLP

By: ____________________________
Dale A. Schreiber, Esq.
Elise A. Yablonski, Esq.
1585 Broadway
New York, New York 10036
(212) 969-3000
Attorneys for Bleecker Charles Company

MITCHELL R. SCHRAGE & ASSOCIATES, PLLC
By: ______________________________
Mitchell R. Schrage, Esq.
Tower 56
126 E. 56th St.
New York, NY 10022
(212) 758-9000
Attorneys for 350 Bleecker Street Apartment Corp.

MANDEL RESNIK KAISER MOSKOWITZ & GREENSTEIN, P.C.
By: ______________________________
Richard Resnik, Esq.
220 E. 42nd St.
New York, NY 10017
(212) 573-0000
Attorneys for Mark Lilien and James D. Kafadar

EXHIBIT D

SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF NEW YORK
__________________________________________

WHEREAS no party hereto is an infant or incompetent person for whom a committee has been appointed and no person not a party has an interest in the subject matter of the proceeding;

IT IS HEREBY STIPULATED AND AGREED, by and among the parties hereto, by their undersigned attorneys, that this action is hereby dismissed, with prejudice, and without costs to any party.

Dated: July __, 2003

PROSKAUER ROSE LLP

Attorneys for Petitioner Bleecker Charles Co.

CANTOR, EPSTEIN & DEGENSHEIN LLP

By: ______________________________
Dale J. Degenshein, Esq.
57 West 38th Street
New York, New York 10018

Attorneys for 350 Bleecker Street Apartment Corp.

EXHIBIT E

WHEREAS no party hereto is an infant or incompetent person for whom a committee has been appointed and no person not a party has an interest in the subject matter of the proceeding;

IT IS HEREBY STIPULATED AND AGREED, by and between the undersigned counsel for the parties hereto, that this action is hereby dismissed, with prejudice, and without costs to any party.

Dated: July __, 2003 

GOODMAN & JACOBS LLP

By: ____________________________
Judith F. Goodman, Esq.
14 Wall Street, 22nd Floor
New York, New York 10005
(212) 385-1191

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BLEECKER CHARLES COMPANY,                   :  00 Civ. 7827 (GEL)

                         Plaintiff,         :

                                               STIPULATION WITHDRAWING
                                            :     SECOND FEE MOTION   
                                           
          -against-                         :
          
350 BLEECKER STREET APARTMENT               :
CORPORATION,
                                            :
                       Defendant,
                                            :
          -against-
                                            :
BLEECKER PARKING CORP.,
                                            :
          Additional Counterclaim Defendant.
                                            :
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