Preview
(FILED: NEW YORK COUNTY CLERK 09/22/2011) INDEX NO. 650159/2010
NYSCEPOSE80€201 INO 02:84pm From- REMEIVERONVRCEF+7409/22/2011
SUPREME COURT oF THE STATE OF NEW YORK
COUNTY OF NEW YORK
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HARVEY RUDMAN and HAROLD KUPLESKY, Index No. 650159/10
on Behalf of Each of Them Individually And
On Behalf Of Starrett City Preservation LLC,
Derivatively,
Plaintiffs, SUBPOENA DUCES TECUM
- against -
CAROL GRAM DEANE, THE ESTATE OF
DISQUE D. DEANE by CAROL G, DEANE,
as TEMPORARY EXECUTRIX, SALT
KETTLE LLC, ST. GERVAIS LLC,
STARRETT CITY PRESERVATION LLC,
DD SPRING CREEK LLC, SK SPRING
CREEK LLC, SPRING CREEK PLAZA
LLC, DD SHOPPING CENTER LLC and
SK SHOPPING CENTER LLC,
Defendants.
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THE PEOPI.E OF THE STATE OF NEW OF YORK
TO: New York City Department of Housing Preservation & Development
Records Access Officer
100 Gold Street, Rm. 5-U9
New York, New York 10038-1605
GREETINGS:
WE COMMAND YOU, all business and excuses being laid aside, to appear and attend, by the
person most knowledgeable of the topics specified below, to give testimony under oath before a notary
public at the offices of Golenbock Eiseman Assor Bell & Peskoe LLP, 437 Madison Avenue, New
York, New York 10022 at 9:30 a.m, on August 10, 2011, or at any recessed or adjourned date.
WE FURTHER COMMAND YOU, to produce for examination at the offices of Golenbock
Eiseman Assor Bell & Peskoe LLP, 437 Madison Avenue, New York, New York 10022, at 9:30 a.m.
on or before July 18, 2011, or at any recessed or adjourned date, the documents requested in Schedule
A attached hereto, in accordance with the Definitions and Instructions therein.
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TAKE NOTICE THAT, false swearing on such examination or failure to comply with this
subpoena is punishable as a contempt of court.
Topics for the deposition based on the definitions below, include:
(a) the Refinancing;
(b) discussions conceming a potential sale or refinancing of Starrett City;
(c) the value of the Assets transferred in connection with or subsequent to the
Refinancing; and
(d) Preservation, including the rights of Rudman and/or Kuplesky and in connection
therewith.
Dated: New ‘York, New York
YW!
KORNREICH
September 7 , 2011 JUSTICE ICH, J.S
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SCHEDULE A
DEFINITIONS
1 “DD/SCA” means Defendant DD Spring Creek LLC and its predecessors,
successors, parents, subsidiaries, divisions and affiliates, and any present or former agents,
officers, members, managers, employees, and representatives (including without limitation
Deane), and every person or entity acting or purporting to act on its behalf.
2. “DD/Shopping” means Defendant DD Shopping Center LLC and its predecessors,
successors, parents, subsidiaries, divisions and affiliates, and any present or former agents,
officers, members, managers, employees, and representatives (including without limitation
Deane), and every person or entity acting or purporting to act on its behalf.
3 “Deane” means Disque D. Deane, the Estate of Disque D. Deane, and every
person or entity acting or purporting to act on behalf of him or his Estate.
4 “Deane Entity” means any partnership, corporation or any other entity in which
Deane, Carol Deane, or any other member of the Deane family has or had any direct or indirect
ownership interest.
5 “Grenadier” means Grenadier Realty Corp. and its predecessors, successors,
parents, subsidiaries, divisions and affiliates, and any present or former agents, officers,
members, managers, employees, and representatives, and every person or entity acting or
purporting to act on its behalf.
6 “Preservatior” means Defendant Starrett City Preservation LLC and its
predecesscrs, successors, parents, subsidiaries, divisions and affiliates, and any present or former
agents, officers, members, managers, employees, and representatives (including without
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limitation St. Gervais, Rudman, Kuplesky, Carol Deane, Clarke and G. Martin Fell), and every
person or entity acting or purporting to act on its behalf.
7. “Recap Advisors” means Recap Advisors LLC, Recap Real Estate Advisors, and
CAS Finaricial Advisory Services, and of their predecessors, successors, parents, subsidiaries,
divisions and affiliates, and any present or former agents, officers, members, managers,
employees, and representatives, and every person or entity acting or purporting to act on behalf
of any of them.
8 The “Refinaricing” means the approximately $531.4 million refinancing of the
Starrett City housing complex that closed on or about December 17, 2009, together with all
related transactions, including the release of certain properties from regulatory restraints and the
transfer of certain properties.
9 “Religious Site” means the yeshiva site that was formerly part of Starrett City.
10. “Rudman” means Plaintiff Harvey Rudman and every person or entity acting or
purporting to act on his behalf.
ll. “SCA” means Starrett City Associates LP and its predecessors, successors,
parents, subsidiaries, divisions and affiliates, and any present or former agents, officers, general
partners, limited partners, managers, employees, and representatives (including without
limitation Deane, Carol Deane, Curt Deane, Clarke, SKI, St. Gervais, Iris Sutz, Poll and Fell),
and every person or entity acting or purporting to act on its behalf.
12. “SCA General Parmer” means Disque D. Deane (in his former capacity as general
partner or managing general partner of SCA, but not in his capacity as an SCA limited partner),
SKI, DD/SCA and/or SK/SCA.
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13, “SCI” means Starrett City, Inc. and its predecessors, successors, parents,
subsidiaries, divisions and affiliates, and any present or former agents, officers, directors,
shareholders, managers, employees, and representatives (including without limitation Deane,
Caro] Deane, Curt Deane, Clarke, Iris Sutz, Poll, T.K. Rangan, Jean Lerman, Felice Michetti and
Fell) and every person or entity acting or purporting to act on its behalf.
14, “Shopping Center” means the shopping center site that was formerly part of
Starrett City and was later conveyed to Spring Creek,
15, “SKI means Defendant Salt Kettle LLC and its predecessors, successors, parents,
subsidiaries, divisions and affiliates, and any present or former agents, officers, members,
managers, employees, and representatives (including without limitation Deane, Carol Deane,
Curt Deane, St. Gervais, Poll and Iris Sutz), and every person or entity acting or purporting to act
on its behalf.
16. “SK/SCA” means Defendant SK Spring Creek LLC and its predecessors,
successors, parents, subsidiaries, divisions and affiliates, and any present or former agents,
officers, members, managers, employees, and representatives (including without limitation SKI
and St. Gervais), and every person or entity acting or purporting to act on its behalf.
17. “SK/Shopping” means SK Shopping Center LLC and its predecessors, successors,
parents, subsidiaries, divisions and affiliates, and any present or former agents, officers,
members, managers, employees, and representatives (including without limitation SKI and St.
Gervais), and every person or entity acting or purporting to act on its behalf.
18. “Spring Creek” means Defendant Spring Creek Plaza LLC and its predecessors,
successors, parents, subsidiaries, divisions and affiliates, and any present or former agents,
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officers, members, managers, employees, and representatives, and every person or entity acting
or purporting to act on its behalf.
19. “St. Gervais” means Defendant St. Gervais LLC and its predecessors, successors,
parents, subsidiaries, divisions and affiliates, and any present or former agents, officers,
members, managers, employees, and representatives (including without limitation Deane, Carol
Deane, Cur: Deane, Clarke, Poll and Iris Sutz), and every person or entity acting or purporting to
act on its behalf.
20. “Starrett City” means the Starrett City regulated housing complex in Brooklyn,
also known as Spring Creek Towers, including but not limited to the land, the Shopping Center,
the Vacant Land Parcels, the Religious Site, the forty-six (46) residential buildings, the eight (8)
parking garages, the power plant and the sports club/community center.
21. “Vacant Land Parcels” means the seven undeveloped parcels of land that were
part of Starrett City and were later conveyed to Spring Creek.
22. “Wells Fargo” means Wells Fargo Bank, N.A. and its predecessors, successors,
parents, sulssidiaries, divisions and affiliates (including Wachovia Bank NA and its affiliates),
and any present or former agents, officers, members, managers, employees, and representatives
and every person or entity acting or purporting 10 act on its behalf.
23. “Communication” means every manner of transmitting or receiving facts,
informatio:, thoughts or opinions, whether written, oral or by any other means, including, but
not limited to, all memoranda, notices of meetings, conversations by telephane calls, records of
conversations or messages, whether in writing or upon any mechanical, electrical or electronic
recording devices, oral conversations and statements, electronic mail, text messages, or instant
messages.
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24, “Concerning” shall be construed to mean referring to, concerning, indicating,
reflecting, constituting, leading to, containing, discussing, commenting upon, mentioning,
evidencing, modifying, quoting, describing, responding to, supporting, contradicting, bearing
upon, regarding, made in connection with or by reason of, deriving or arising from, constituting
in whole or in part, and being a draft, copy or summary of in whole or in part.
25. “Document” is used in the broadest sense and means any written, recorded,
transcribed, punched, videotaped, audiotaped, filmed or graphic matter, however produced or
reproduced, including, but not limited to, all original, and all non-identical copies and drafts of:
agreements; communications, including intracompany communications; correspondence,
facsimile transmissions; electronic mail; telegrams; telephone bills and records; telephone
messages; cables; memoranda; records; books; summaries or records of personal conversations
or interviews or meetings; diaries; calendars; forecasts; estimates; statistical statements;
accountants’ work papers; work papers; graphs; charts; maps; spreadsheets; Excel sheets;
diagrams; blueprints; tables; indices; pictures; recordings; tapes; microfilms; charges; accounts;
analytical records; minutes or records of meetings or conferences; reports and/or summaries of
intérviews or investigations: opinions or reports of consultants; appraisals; reports and/or
summaries of negotiations; brochures; pamphlets; circulars; trade letters; press releases;
contracts; exhibits to contracts; riders to contracts; stenographic, handwritten or any other notes;
projections, forecasts or other forward-looking statements; working papers; checks, front and
back, check stubs or receipts; wire transfers; invoice vouchers; tape data sheets, data processing
cards; magnetic or optical med'a or disks; text messages; and instant messages.
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09-20-2011
26. “Person” or “persons” means any natural person, corporation, parmership,
proprietorship, association, organization, public authority, municipal corporation, state
government, local government, all governmental bodies and all other legal entities.
27. ‘The term “and” also means “or” and the term “or” shall also mean “and,” as
necessary to bring within the scope of the Request Documents that might otherwise be construed
to be outside of its scope.
28. The term “each” shall be construed to include the ordinary meaning of the word
“every” and “every” shall be construed to include the ordinary meaning of the word “all” and
“all” shall be construed to include the ordinary meaning of the word “any.” “And” as well as
“or” shall be construed either disjunctively or conjunctively so as to bring within the scope of the
Request documents that might otherwise be construed to be outside of its scope.
29. The use of the singular form of any word shall include the plural and vice versa.
INSTRUCTIONS
1 This Subpoena applies to Documents in your possession, custody or control.
2 Where any copy of any document, the production of which is requested, is not
identical to any other copy thereof, by reason of any alterations, marginal notes, comments, or
material contained therein or attached thereto, or otherwise, all such non-identical copies shal! be
produced separately.
3 Documents taat respond, in whole or in part, to any portion of the Subpoena shal!
3.
be produced in their entirety, without abbreviation or redaction, including all attachments and
enclosures.
4 You are instructed either to produce documents as they are kept in the usual
course of lousiness, or to produce documents organized and labeled to correspond with the
categories in this Subpoena. In producing documents, documents that are physically attached to
$34293.1
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each other when located for production shall be left so attached. Documents that are segregated
or separated from other documents, whether by inclusion of binders, files, subfiles, or by use of
dividers, tabs or any other method, shall be left so segregated or separated. Documents shall be
retained in the order in which they were maintained, in the file where found.
5, With respect to any document that is withheld because of any privilege, please
provide the information described in Section 3122(b) of the New York Civil Practices Laws and
Rules. If any document or any portion of any document requested herein is withheld from
production, including any claim of a privilege, in sufficient detail to permit the Court to
adjudicate the validity of your withholding the document. Identify each document so withheld
by providing at least the following information:
a. the type of document (memorandum, letter, report, etc.);
b. the date of the document;
the title and subject matter of the document;
the identity and position of the author, the addressee, and all recipients of
the document; and
a statement of the nature of the legal privilege (including work product)
claimed.
6. If a portion of an otherwise responsive document contains information subject to a
claim of privilege, those portions of the document subject to the claim of privilege shall be
deleted or redacted from the document, the deleted or redacted portions shall be clearly marked
as such, and the rest of the clocument shall be produced.
7. In the event that you contend that any of the categories in the Subpoena are
objectionable, in whole or in part, state with particularity each such objection and the bases
therefor, znd respond to the remainder of the document requests to the extent that you are not
objecting to it.
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DOCUMENTS TO BE PRODUCED
1 Documents concerning the possible or actual development, donation, conveyance,
sale or refinancing of Starrett City or any portion thereof, including but not limited to documents
concerning internal communications and analyses, and documents concerning communications
with banks or other lenders, governmental agencies and/or any Deane Entity or its
representatives (including Recap Advisors and Grenadier).
2 Documents concerning communications with any potential lender, including
without limitation Wells Fargo or Goldman Sachs, about the possible refinancing of Starrett
City.
3 Documents concerning communications with other government agencies or the
Defendants or any Deane Entity or its representatives (including without limitation Deane, Carol
Deane, Felice Michetti, Harvey Rudman, Harold Kuplesky, Grenadier, Recap Advisors, or
attorneys for such persons) about the possible refinancing of Starrett City.
4. Documents conceming meetings with representatives of SCA, the Defendants, or
any Deane Entity or their representatives between January 1, 2005 and December 31, 2009.
5 Documents concerning the Memorandum of Understanding (“MOU”) executed in
May 2008 and October 2008 by SCA, SCI and several government agencies, including but not
limited to the drafting, negotiation, circulation and communication of the MOU, and any
amendmernits or extensions thereto or applications thereof.
6 Documents concerning the Refinancing, including without limitation all
negotiations related thereto,
7 Documents concerning the value of Starrett City (including Spring Creek) or any
portion thereof at any time between 2006 and the present, including but not limited to
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communications, appraisals, internal analyses, statements of values or market estimates,
valuation spreadsheets and memoranda.
8 Documents concerning the fimds, assets, interests, tax or other benefits and any
other distributions or other items of value (collectively, “Assets”) received by SCA or by general
partners of SCA in connection with the Refinancing.
9 Documents conceming Assets transferred from SCA to SKI, DD/SCA, SK/SCA,
Spring Creek, DD/Shopping, SK/Shopping or Deane, in his capacity as SCA General Partner,
between January 1, 2006 and the present, including but not limited to documents concerning the
determination of the type and amount of Assets to be transferred.
10. Documents concerning the reasons for creating DD/SCA, SK/SCA, Spring Creek,
DD/Shopping and SK/Shopping.
1h, Documents concerning Preservation, including without limitation the rights of
Rudman and/or Kuplesky arid in connection therewith.
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Preview
(FILED: NEW YORK COUNTY CLERK 09/22/2011) INDEX NO. 650159/2010 NYSCEPOSE80€201 INO 02:84pm From- REMEIVERONVRCEF+7409/22/2011 SUPREME COURT oF THE STATE OF NEW YORK COUNTY OF NEW YORK meen ennnanannenewemweneen enna rcann-n on emenennnnnnemnn ewer nnn sn XK, HARVEY RUDMAN and HAROLD KUPLESKY, Index No. 650159/10 on Behalf of Each of Them Individually And On Behalf Of Starrett City Preservation LLC, Derivatively, Plaintiffs, SUBPOENA DUCES TECUM - against - CAROL GRAM DEANE, THE ESTATE OF DISQUE D. DEANE by CAROL G, DEANE, as TEMPORARY EXECUTRIX, SALT KETTLE LLC, ST. GERVAIS LLC, STARRETT CITY PRESERVATION LLC, DD SPRING CREEK LLC, SK SPRING CREEK LLC, SPRING CREEK PLAZA LLC, DD SHOPPING CENTER LLC and SK SHOPPING CENTER LLC, Defendants. wane nant teem nn ennwemnn enn nnenene ne eeen nner cemnrn aren enet en nee eX THE PEOPI.E OF THE STATE OF NEW OF YORK TO: New York City Department of Housing Preservation & Development Records Access Officer 100 Gold Street, Rm. 5-U9 New York, New York 10038-1605 GREETINGS: WE COMMAND YOU, all business and excuses being laid aside, to appear and attend, by the person most knowledgeable of the topics specified below, to give testimony under oath before a notary public at the offices of Golenbock Eiseman Assor Bell & Peskoe LLP, 437 Madison Avenue, New York, New York 10022 at 9:30 a.m, on August 10, 2011, or at any recessed or adjourned date. WE FURTHER COMMAND YOU, to produce for examination at the offices of Golenbock Eiseman Assor Bell & Peskoe LLP, 437 Madison Avenue, New York, New York 10022, at 9:30 a.m. on or before July 18, 2011, or at any recessed or adjourned date, the documents requested in Schedule A attached hereto, in accordance with the Definitions and Instructions therein. 5342931 09-20-2011 02:10pm From THAT? P.010/030 F-740 TAKE NOTICE THAT, false swearing on such examination or failure to comply with this subpoena is punishable as a contempt of court. Topics for the deposition based on the definitions below, include: (a) the Refinancing; (b) discussions conceming a potential sale or refinancing of Starrett City; (c) the value of the Assets transferred in connection with or subsequent to the Refinancing; and (d) Preservation, including the rights of Rudman and/or Kuplesky and in connection therewith. Dated: New ‘York, New York YW! KORNREICH September 7 , 2011 JUSTICE ICH, J.S 524293.1 08-20-2011 02:10pm Fron- 1-472 P.011/030 F740 SCHEDULE A DEFINITIONS 1 “DD/SCA” means Defendant DD Spring Creek LLC and its predecessors, successors, parents, subsidiaries, divisions and affiliates, and any present or former agents, officers, members, managers, employees, and representatives (including without limitation Deane), and every person or entity acting or purporting to act on its behalf. 2. “DD/Shopping” means Defendant DD Shopping Center LLC and its predecessors, successors, parents, subsidiaries, divisions and affiliates, and any present or former agents, officers, members, managers, employees, and representatives (including without limitation Deane), and every person or entity acting or purporting to act on its behalf. 3 “Deane” means Disque D. Deane, the Estate of Disque D. Deane, and every person or entity acting or purporting to act on behalf of him or his Estate. 4 “Deane Entity” means any partnership, corporation or any other entity in which Deane, Carol Deane, or any other member of the Deane family has or had any direct or indirect ownership interest. 5 “Grenadier” means Grenadier Realty Corp. and its predecessors, successors, parents, subsidiaries, divisions and affiliates, and any present or former agents, officers, members, managers, employees, and representatives, and every person or entity acting or purporting to act on its behalf. 6 “Preservatior” means Defendant Starrett City Preservation LLC and its predecesscrs, successors, parents, subsidiaries, divisions and affiliates, and any present or former agents, officers, members, managers, employees, and representatives (including without 5342931 09-20-2011 02:10pm From TH472 P.012/030 F-740 limitation St. Gervais, Rudman, Kuplesky, Carol Deane, Clarke and G. Martin Fell), and every person or entity acting or purporting to act on its behalf. 7. “Recap Advisors” means Recap Advisors LLC, Recap Real Estate Advisors, and CAS Finaricial Advisory Services, and of their predecessors, successors, parents, subsidiaries, divisions and affiliates, and any present or former agents, officers, members, managers, employees, and representatives, and every person or entity acting or purporting to act on behalf of any of them. 8 The “Refinaricing” means the approximately $531.4 million refinancing of the Starrett City housing complex that closed on or about December 17, 2009, together with all related transactions, including the release of certain properties from regulatory restraints and the transfer of certain properties. 9 “Religious Site” means the yeshiva site that was formerly part of Starrett City. 10. “Rudman” means Plaintiff Harvey Rudman and every person or entity acting or purporting to act on his behalf. ll. “SCA” means Starrett City Associates LP and its predecessors, successors, parents, subsidiaries, divisions and affiliates, and any present or former agents, officers, general partners, limited partners, managers, employees, and representatives (including without limitation Deane, Carol Deane, Curt Deane, Clarke, SKI, St. Gervais, Iris Sutz, Poll and Fell), and every person or entity acting or purporting to act on its behalf. 12. “SCA General Parmer” means Disque D. Deane (in his former capacity as general partner or managing general partner of SCA, but not in his capacity as an SCA limited partner), SKI, DD/SCA and/or SK/SCA. 5342931 08-20-2011 02:10pm From- T-472 P.013/030 F-740 13, “SCI” means Starrett City, Inc. and its predecessors, successors, parents, subsidiaries, divisions and affiliates, and any present or former agents, officers, directors, shareholders, managers, employees, and representatives (including without limitation Deane, Caro] Deane, Curt Deane, Clarke, Iris Sutz, Poll, T.K. Rangan, Jean Lerman, Felice Michetti and Fell) and every person or entity acting or purporting to act on its behalf. 14, “Shopping Center” means the shopping center site that was formerly part of Starrett City and was later conveyed to Spring Creek, 15, “SKI means Defendant Salt Kettle LLC and its predecessors, successors, parents, subsidiaries, divisions and affiliates, and any present or former agents, officers, members, managers, employees, and representatives (including without limitation Deane, Carol Deane, Curt Deane, St. Gervais, Poll and Iris Sutz), and every person or entity acting or purporting to act on its behalf. 16. “SK/SCA” means Defendant SK Spring Creek LLC and its predecessors, successors, parents, subsidiaries, divisions and affiliates, and any present or former agents, officers, members, managers, employees, and representatives (including without limitation SKI and St. Gervais), and every person or entity acting or purporting to act on its behalf. 17. “SK/Shopping” means SK Shopping Center LLC and its predecessors, successors, parents, subsidiaries, divisions and affiliates, and any present or former agents, officers, members, managers, employees, and representatives (including without limitation SKI and St. Gervais), and every person or entity acting or purporting to act on its behalf. 18. “Spring Creek” means Defendant Spring Creek Plaza LLC and its predecessors, successors, parents, subsidiaries, divisions and affiliates, and any present or former agents, 534293. 9-20-2011 02:10pm From- T-472 014/030 FeTA0 officers, members, managers, employees, and representatives, and every person or entity acting or purporting to act on its behalf. 19. “St. Gervais” means Defendant St. Gervais LLC and its predecessors, successors, parents, subsidiaries, divisions and affiliates, and any present or former agents, officers, members, managers, employees, and representatives (including without limitation Deane, Carol Deane, Cur: Deane, Clarke, Poll and Iris Sutz), and every person or entity acting or purporting to act on its behalf. 20. “Starrett City” means the Starrett City regulated housing complex in Brooklyn, also known as Spring Creek Towers, including but not limited to the land, the Shopping Center, the Vacant Land Parcels, the Religious Site, the forty-six (46) residential buildings, the eight (8) parking garages, the power plant and the sports club/community center. 21. “Vacant Land Parcels” means the seven undeveloped parcels of land that were part of Starrett City and were later conveyed to Spring Creek. 22. “Wells Fargo” means Wells Fargo Bank, N.A. and its predecessors, successors, parents, sulssidiaries, divisions and affiliates (including Wachovia Bank NA and its affiliates), and any present or former agents, officers, members, managers, employees, and representatives and every person or entity acting or purporting 10 act on its behalf. 23. “Communication” means every manner of transmitting or receiving facts, informatio:, thoughts or opinions, whether written, oral or by any other means, including, but not limited to, all memoranda, notices of meetings, conversations by telephane calls, records of conversations or messages, whether in writing or upon any mechanical, electrical or electronic recording devices, oral conversations and statements, electronic mail, text messages, or instant messages. $34293.1 8-20-2011 02:10pm From TAT? 018/030 F740 24, “Concerning” shall be construed to mean referring to, concerning, indicating, reflecting, constituting, leading to, containing, discussing, commenting upon, mentioning, evidencing, modifying, quoting, describing, responding to, supporting, contradicting, bearing upon, regarding, made in connection with or by reason of, deriving or arising from, constituting in whole or in part, and being a draft, copy or summary of in whole or in part. 25. “Document” is used in the broadest sense and means any written, recorded, transcribed, punched, videotaped, audiotaped, filmed or graphic matter, however produced or reproduced, including, but not limited to, all original, and all non-identical copies and drafts of: agreements; communications, including intracompany communications; correspondence, facsimile transmissions; electronic mail; telegrams; telephone bills and records; telephone messages; cables; memoranda; records; books; summaries or records of personal conversations or interviews or meetings; diaries; calendars; forecasts; estimates; statistical statements; accountants’ work papers; work papers; graphs; charts; maps; spreadsheets; Excel sheets; diagrams; blueprints; tables; indices; pictures; recordings; tapes; microfilms; charges; accounts; analytical records; minutes or records of meetings or conferences; reports and/or summaries of intérviews or investigations: opinions or reports of consultants; appraisals; reports and/or summaries of negotiations; brochures; pamphlets; circulars; trade letters; press releases; contracts; exhibits to contracts; riders to contracts; stenographic, handwritten or any other notes; projections, forecasts or other forward-looking statements; working papers; checks, front and back, check stubs or receipts; wire transfers; invoice vouchers; tape data sheets, data processing cards; magnetic or optical med'a or disks; text messages; and instant messages. 534293.) 02:10pm From- 1-472 P.016/030 F-740 09-20-2011 26. “Person” or “persons” means any natural person, corporation, parmership, proprietorship, association, organization, public authority, municipal corporation, state government, local government, all governmental bodies and all other legal entities. 27. ‘The term “and” also means “or” and the term “or” shall also mean “and,” as necessary to bring within the scope of the Request Documents that might otherwise be construed to be outside of its scope. 28. The term “each” shall be construed to include the ordinary meaning of the word “every” and “every” shall be construed to include the ordinary meaning of the word “all” and “all” shall be construed to include the ordinary meaning of the word “any.” “And” as well as “or” shall be construed either disjunctively or conjunctively so as to bring within the scope of the Request documents that might otherwise be construed to be outside of its scope. 29. The use of the singular form of any word shall include the plural and vice versa. INSTRUCTIONS 1 This Subpoena applies to Documents in your possession, custody or control. 2 Where any copy of any document, the production of which is requested, is not identical to any other copy thereof, by reason of any alterations, marginal notes, comments, or material contained therein or attached thereto, or otherwise, all such non-identical copies shal! be produced separately. 3 Documents taat respond, in whole or in part, to any portion of the Subpoena shal! 3. be produced in their entirety, without abbreviation or redaction, including all attachments and enclosures. 4 You are instructed either to produce documents as they are kept in the usual course of lousiness, or to produce documents organized and labeled to correspond with the categories in this Subpoena. In producing documents, documents that are physically attached to $34293.1 08-20-2011 02:10pm From- TAT? P.017/030 F740 each other when located for production shall be left so attached. Documents that are segregated or separated from other documents, whether by inclusion of binders, files, subfiles, or by use of dividers, tabs or any other method, shall be left so segregated or separated. Documents shall be retained in the order in which they were maintained, in the file where found. 5, With respect to any document that is withheld because of any privilege, please provide the information described in Section 3122(b) of the New York Civil Practices Laws and Rules. If any document or any portion of any document requested herein is withheld from production, including any claim of a privilege, in sufficient detail to permit the Court to adjudicate the validity of your withholding the document. Identify each document so withheld by providing at least the following information: a. the type of document (memorandum, letter, report, etc.); b. the date of the document; the title and subject matter of the document; the identity and position of the author, the addressee, and all recipients of the document; and a statement of the nature of the legal privilege (including work product) claimed. 6. If a portion of an otherwise responsive document contains information subject to a claim of privilege, those portions of the document subject to the claim of privilege shall be deleted or redacted from the document, the deleted or redacted portions shall be clearly marked as such, and the rest of the clocument shall be produced. 7. In the event that you contend that any of the categories in the Subpoena are objectionable, in whole or in part, state with particularity each such objection and the bases therefor, znd respond to the remainder of the document requests to the extent that you are not objecting to it. 5342931 09-20-2011 02:10pm Fron- 1-472 P.018/030 F-740 DOCUMENTS TO BE PRODUCED 1 Documents concerning the possible or actual development, donation, conveyance, sale or refinancing of Starrett City or any portion thereof, including but not limited to documents concerning internal communications and analyses, and documents concerning communications with banks or other lenders, governmental agencies and/or any Deane Entity or its representatives (including Recap Advisors and Grenadier). 2 Documents concerning communications with any potential lender, including without limitation Wells Fargo or Goldman Sachs, about the possible refinancing of Starrett City. 3 Documents concerning communications with other government agencies or the Defendants or any Deane Entity or its representatives (including without limitation Deane, Carol Deane, Felice Michetti, Harvey Rudman, Harold Kuplesky, Grenadier, Recap Advisors, or attorneys for such persons) about the possible refinancing of Starrett City. 4. Documents conceming meetings with representatives of SCA, the Defendants, or any Deane Entity or their representatives between January 1, 2005 and December 31, 2009. 5 Documents concerning the Memorandum of Understanding (“MOU”) executed in May 2008 and October 2008 by SCA, SCI and several government agencies, including but not limited to the drafting, negotiation, circulation and communication of the MOU, and any amendmernits or extensions thereto or applications thereof. 6 Documents concerning the Refinancing, including without limitation all negotiations related thereto, 7 Documents concerning the value of Starrett City (including Spring Creek) or any portion thereof at any time between 2006 and the present, including but not limited to (5342931 08-20-2011 02:10pm From= 1-472 P.019/030 F-740 communications, appraisals, internal analyses, statements of values or market estimates, valuation spreadsheets and memoranda. 8 Documents concerning the fimds, assets, interests, tax or other benefits and any other distributions or other items of value (collectively, “Assets”) received by SCA or by general partners of SCA in connection with the Refinancing. 9 Documents conceming Assets transferred from SCA to SKI, DD/SCA, SK/SCA, Spring Creek, DD/Shopping, SK/Shopping or Deane, in his capacity as SCA General Partner, between January 1, 2006 and the present, including but not limited to documents concerning the determination of the type and amount of Assets to be transferred. 10. Documents concerning the reasons for creating DD/SCA, SK/SCA, Spring Creek, DD/Shopping and SK/Shopping. 1h, Documents concerning Preservation, including without limitation the rights of Rudman and/or Kuplesky arid in connection therewith. 5342931