Alexanders Inc Sample Contracts

Alexanders Inc – AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (February 11th, 2019)

THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT, dated as of December 12, 2018 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), among REGO II BORROWER LLC, a Delaware limited liability company (“Borrower”), having an office at c/o Alexander’s, Inc., 210 Route 4 East, Paramus, New Jersey 07652, and BANK OF CHINA, NEW YORK BRANCH, having an address at 7 Bryant Park, 1045 Avenue of the Americas, 13th Floor, New York, New York 10018 (together with its successors and assigns, “Lender”).

Alexanders Inc – SECOND AMENDED AND RESTATED PROMISSORY NOTE (February 11th, 2019)

This Note is intended to amend and restate in its entirety that certain Consolidated, Amended and Restated Promissory Note, dated as of November 30, 2011 by Maker in favor of Lender (the “Existing Note”) which Existing Note is now held by Lender.

Alexanders Inc – SECOND AMENDED AND RESTATED MORTGAGE, ASSIGNMENT OF LEASES AND RENTS AND SECURITY AGREEMENT (February 11th, 2019)

THIS SECOND AMENDED AND RESTATED MORTGAGE, ASSIGNMENT OF LEASES AND RENTS AND SECURITY AGREEMENT (this “Mortgage”) is made as of this 12th day of December, 2018, by REGO II BORROWER LLC, a Delaware limited liability company having an office c/o Alexander’s, Inc., 210 Route 4 East, Paramus, New Jersey 07652 (“Mortgagor”), to BANK OF CHINA, NEW YORK BRANCH, having an address at 7 Bryant Park, 1045 Avenue of the Americas, 13th Floor, New York, New York 10018, as lender (together with its successors and assigns, “Mortgagee”).

Alexanders Inc – INDEMNITY AGREEMENT (February 11th, 2019)

THIS AMENDED AND RESTATED ENVIRONMENTAL INDEMNITY AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”) is made as of the 12th day of December, 2018, by REGO II BORROWER LLC, a Delaware limited liability company having an office c/o Alexander’s, Inc., 210 Route 4 East, Paramus, New Jersey 07652 (“Borrower”) and ALEXANDER’S INC., a Delaware corporation having an office at 210 Route 4 East, Paramus, New Jersey 07652 (“Guarantor”, and together with Borrower, collectively, “Indemnitor”), in favor of BANK OF CHINA, NEW YORK BRANCH having an address at 7 Bryant Park, 1045 Avenue of the Americas, 13th Floor, New York, New York 10018 (“Lender” or “Indemnitee”) and the other Indemnified Parties (as defined below).

Alexanders Inc – AMENDED AND RESTATED PARTICIPATION AND SERVICING AGREEMENT for AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT Between BANK OF CHINA, NEW YORK BRANCH individually as Lender, Initial A-1 Holder and as the Agent for the Holders -and - ALEXANDER’S OF REGO PARK II PARTICIPATING LENDER LLC individually as Initial A-2 Holder Dated: December 12, 2018 (February 11th, 2019)

THIS AMENDED AND RESTATED PARTICIPATION AND SERVICING AGREEMENT (this “Agreement”) is dated as of December 12, 2018, by and between BANK OF CHINA, NEW YORK BRANCH, having an address at 7 Bryant Park, 1045 Avenue of the Americas, 13th Floor, New York, New York 10018 (together with its successors and assigns, (“Lender,” “Agent,” or “Initial A-1 Holder”) and ALEXANDER’S OF REGO PARK II PARTICIPATING LENDER LLC, having an address at c/o Alexander’s, Inc., 210 Route 4 East, Paramus, New Jersey 07652 (“Initial A2 Holder;” the Initial A-2 Holder, together with any assignee of any portion of Participation A-2 (as defined below) that is an Affiliate of Initial A-2 Holder, each a “Related A-2 Holder,” and together with its non-Affiliated successors and assigns, “A-2 Holder,” and Lender and A-2 Holder collectively as holders of interests in the Loan, the “Holders”). All terms as used in this Agreement shall, unless otherwise defined in the main body of this Agreement, have the meanings given to

Alexanders Inc – AMENDED AND RESTATED GUARANTY OF RECOURSE CARVEOUTS (February 11th, 2019)

This AMENDED AND RESTATED GUARANTY OF RECOURSE CARVEOUTS (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Guaranty”) is executed as of December 12, 2018 by ALEXANDER’S, INC., a Delaware corporation, having an address at 210 Route 4 East, Paramus, New Jersey 07652(“Guarantor”), for the benefit of BANK OF CHINA, NEW YORK BRANCH, having an address at 7 Bryant Park, 1045 Avenue of the Americas, 13th Floor, New York, New York 10018 (together with its successors and assigns, “Lender”).

Alexanders Inc – FIFTH OMNIBUS LOAN MODIFICATION AND EXTENSION AGREEMENT (April 30th, 2018)

THIS FIFTH OMNIBUS LOAN MODIFICATION AND EXTENSION AGREEMENT (this “Agreement”) dated and made effective as of March 12, 2018, by and between ALEXANDER’S REGO SHOPPING CENTER, INC., a Delaware corporation with an office at c/o Vornado Realty Trust, 888 Seventh Avenue, New York, New York 10019 (the “Borrower”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association with an office at 1 Federal Street, 9th Floor, Boston, Massachusetts 02110 (“Bank”).

Alexanders Inc – SIXTH OMNIBUS LOAN MODIFICATION AND EXTENSION AGREEMENT (April 30th, 2018)

THIS SIXTH OMNIBUS LOAN MODIFICATION AND EXTENSION AGREEMENT (this “Agreement”) dated and made effective as of April 12, 2018, by and between ALEXANDER’S REGO SHOPPING CENTER, INC., a Delaware corporation with an office at c/o Vornado Realty Trust, 888 Seventh Avenue, New York, New York 10019 (the “Borrower”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association with an office at 1 Federal Street, 9th Floor, Boston, Massachusetts 02110 (“Bank”).

Alexanders Inc – PARTICIPATION AND SERVICING AGREEMENT for LOAN AND SECURITY AGREEMENT Between BANK OF CHINA, NEW YORK BRANCH individually as Lender, Initial A-1 Holder and as the Agent for the Holders -and - ALEXANDER’S OF REGO PARK II PARTICIPATING LENDER LLC individually as Initial A-2 Holder Dated: July 28, 2017 (October 30th, 2017)

THIS PARTICIPATION AND SERVICING AGREEMENT (this “Agreement”) is dated as of July 28, 2017, by and between BANK OF CHINA, NEW YORK BRANCH, having an address at 7 Bryant Park, 1045 Avenue of the Americas, 13th Floor, New York, New York 10018 (together with its successors and assigns, (“Lender,” “Agent,” or “Initial A-1 Holder”) and ALEXANDER’S OF REGO PARK II PARTICIPATING LENDER LLC, having an address at c/o Alexander’s, Inc., 210 Route 4 East, Paramus, New Jersey 07652 (“Initial A-2 Holder;” the Initial A-2 Holder, together with any assignee of any portion of Participation A-2 (as defined below) that is an Affiliate of Initial A-2 Holder, each a “Related A-2 Holder,” and together with its non-Affiliated successors and assigns, “A-2 Holder,” and Lender and A-2 Holder collectively as holders of interests in the Loan, the “Holders”). All terms as used in this Agreement shall, unless otherwise defined in the main body of this Agreement, have the meanings given to such terms in the section

Alexanders Inc – LOAN AGREEMENT dated as of June 1, 2017 between 731 OFFICE ONE LLC, as Borrower and DEUTSCHE BANK AG, NEW YORK BRANCH and CITIGROUP GLOBAL MARKETS REALTY CORP. collectively, as Lender PROPERTY: OFFICE UNIT 1 AND OFFICE UNIT 2, BEACON COURT CONDOMINIUM, 731 LEXINGTON AVENUE, NEW YORK, NEW YORK (July 31st, 2017)
Alexanders Inc – ALEXANDER’S, INC. 2016 OMNIBUS STOCK PLAN DEFERRED STOCK UNIT GRANT AGREEMENT (August 1st, 2016)

DEFERRED STOCK UNIT GRANT AGREEMENT (the “Grant Agreement”) made as of date set forth on Schedule A hereto between ALEXANDER’S, INC., a Delaware corporation (the “Company”), and the director of the Company’s Board  named on Schedule A (the “Grantee”).

Alexanders Inc – ALEXANDER’S REGO SHOPPING CENTER, INC., a Delaware corporation (the “Mortgagor”) and a national banking association, as Bank (the “Mortgagee”) FOURTH MORTGAGE MODIFICATION AGREEMENT Dated and made effective as of March 8, 2016 (May 2nd, 2016)

This instrument affects real and personal property commonly known as 96-05 Queens Boulevard, Queens, New York, having a tax map designation of Block 2084, Lot 101 in the County of Queens.

Alexanders Inc – SECOND AMENDMENT OF LEASE (May 2nd, 2016)

THIS SECOND AMENDMENT OF LEASE (this "Amendment") is dated as of the 12th day of January, 2016, by and between 731 OFFICE ONE LLC ("Landlord"), a Delaware limited liability company, having an office c/o Alexander's Inc., 888 Seventh Avenue, New York, New York 10019, and BLOOMBERG L.P. ("Tenant"), a Delaware limited partnership, having an office at 731 Lexington Avenue, New York, New York 10022.

Alexanders Inc – FOURTH OMNIBUS LOAN MODIFICATION AND EXTENSION AGREEMENT (May 2nd, 2016)

THIS FOURTH OMNIBUS LOAN MODIFICATION AND EXTENSION AGREEMENT (this “Agreement”) dated and made effective as of March 8, 2016, by and between ALEXANDER’S REGO SHOPPING CENTER, INC., a Delaware corporation with an office at c/o Vornado Realty Trust, 888 Seventh Avenue, New York, New York 10019 (the “Borrower”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association with an office at 1 Federal Street, 9th Floor, Boston, Massachusetts 02110 (“Bank”).

Alexanders Inc – LOAN AGREEMENT by and among 731 RETAIL ONE LLC and 731 COMMERCIAL LLC as Borrower THE LENDERS PARTY HERETO as Lenders, and JPMORGAN CHASE BANK, N.A. as Administrative Agent J.P. MORGAN SECURITIES LLC and LANDESBANK BADEN- WÜRTTEMBERG, NEW YORK BRANCH are the Joint Book Runners and Lead Arrangers Date: As of August 5, 2015 (November 2nd, 2015)

THIS LEASE, dated as of the _____ day of __________, 2015, by and between 731 RETAIL ONE LLC, a Delaware limited liability company, having an address c/o Alexander’s, Inc., 888 Seventh Avenue, New York, NY 10019, as landlord, and [TENANT ENTITY], a ____________________, having an address at ____________________, as tenant (the Person that holds the interest of the landlord hereunder at any particular time being referred to herein as “Landlord”; subject to Section 18.1(D) hereof, the Person that holds the interest of the tenant hereunder at any particular time being referred to herein as “Tenant”).

Alexanders Inc – THIRD OMNIBUS LOAN MODIFICATION AND EXTENSION AGREEMENT (May 4th, 2015)

THIS THIRD OMNIBUS LOAN MODIFICATION AND EXTENSION AGREEMENT (this “Agreement”) dated and made effective as of March 10, 2015, by and between ALEXANDER’S REGO SHOPPING CENTER, INC., a Delaware corporation with an office at c/o Vornado Realty Trust, 888 Seventh Avenue, New York, New York 10019 (the “Borrower”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association with an office at 1 Federal Street, 9th Floor, Boston, Massachusetts 02110 (“Bank”).

Alexanders Inc – ALEXANDER’S REGO SHOPPING CENTER, INC., a Delaware corporation (the “Mortgagor”) and a national banking association, as Bank (the “Mortgagee”) THIRD MORTGAGE MODIFICATION AGREEMENT Dated and made effective as of March 10, 2015 (May 4th, 2015)

This instrument affects real and personal property commonly known as 96-05 Queens Boulevard, Queens, New York, having a tax map designation of Block 2084, Lot 101 in the County of Queens.

Alexanders Inc – FOURTH AMENDMENT TO REAL ESTATE RETENTION AGREEMENT (February 17th, 2015)

THIS FOURTH AMENDMENT TO REAL ESTATE RETENTION AGREEMENT (this “Amendment”) is made as of the 22 day of December, 2014, by and among ALEXANDER’S INC., a Delaware corporation having an office at 210 Route 4 East, Paramus, New Jersey 07652, (“Owner”), and VORNADO REALTY, L.P., a Delaware limited partnership, having an office at 210 Route 4 East, Paramus, New Jersey 07652 (“Vornado”).

Alexanders Inc – SECOND AMENDMENT TO 59TH STREET REAL ESTATE RETENTION AGREEMENT (February 17th, 2015)

THIS SECOND AMENDMENT TO 59th STREET REAL ESTATE RETENTION AGREEMENT (this “Amendment”) is made as of the 22 day of December, 2014, by and among 731 RETAIL ONE LLC, a Delaware limited liability company, 731 RESTAURANT LLC, a Delaware limited liability company, and 731 OFFICE TWO LLC, a Delaware limited liability company, each having an office c/o Vornado Realty Trust, 888 Seventh Avenue, New York, New York  10019 (collectively, “Owner”), and VORNADO REALTY, L.P., a Delaware limited partnership, having an office at 210 Route 4 East, Paramus, New Jersey 07652 (“Vornado”).

Alexanders Inc – FIRST AMENDMENT TO REAL-ESTATE SUB-RETENTION AGREEMENT (February 17th, 2015)

THIS FIRST AMENDMENT TO REAL ESTATE SUB-RETENTION AGREEMENT (this “Amendment”) is made as of the 22 day of December, 2014, by and among ALEXANDER’S MANAGEMENT LLC,  a New York limited liability company having an office c/o Alexander’s, Inc., 210 Route 4 East, Paramus, New Jersey 07652 (“Agent”) and VORNADO REALTY, L.P., a Delaware limited partnership having an office at c/o Vornado Realty Trust, 210 Route 4 East, Paramus, New Jersey 07652 (“Sub-Agent”).

Alexanders Inc – FIRST AMENDMENT TO REGO II REAL ESTATE SUB-RETENTION AGREEMENT (February 17th, 2015)

THIS FIRST AMENDMENT TO REGO II REAL ESTATE SUB-RETENTION AGREEMENT (this “Amendment”) is made as of the 22 day of December, 2014, by and among ALEXANDER’S, INC.,  a Delaware corporation having an address at 210 Route 4 East, Paramus, New Jersey 07652 (“Agent”), and VORNADO REALTY, L.P., a Delaware limited partnership having an address at 210 Route 4 East, Paramus, New Jersey 07652 (“Sub-Agent”).

Alexanders Inc – REAL ESTATE SUB-RETENTION AGREEMENT (May 5th, 2014)

THIS REAL ESTATE SUB-RETENTION AGREEMENT dated as of the 28th day of February, 2014 (this “Agreement”) between Alexander’s  MANAGEMENT LLC, a New York limited liability company having an office c/o Alexander’s, Inc., 210 Route 4 East, Paramus, New Jersey 07652 (“Agent”) and VORNADO REALTY L.P., a Delaware limited partnership having an office at c/o Vornado Realty Trust, 888 Seventh Avenue, New York, New York 10019 (“Sub-Agent”).

Alexanders Inc – ENVIRONMENTAL INDEMNITY AGREEMENT (May 5th, 2014)

THIS ENVIRONMENTAL INDEMNITY AGREEMENT (this “Agreement”) is made as of the 28th day of February, 2014 by 731 OFFICE ONE LLC, a Delaware limited liability company, having its principal place of business at c/o Alexander’s, Inc., 210 Route 4 East, Paramus, New Jersey 07652 (“Borrower” or “Indemnitor”), in favor of GERMAN AMERICAN CAPITAL CORPORATION, a Maryland corporation, having an address at 60 Wall Street, 10th Floor, New York, New York 10005 (collectively, together with its successors and assigns, “Indemnitee”) and the other Indemnified Parties (defined below).

Alexanders Inc – GUARANTY OF RECOURSE OBLIGATIONS (May 5th, 2014)

This GUARANTY OF RECOURSE OBLIGATIONS (this “Guaranty”) is executed as of February 28, 2014 by ALEXANDER’S INC., a Delaware corporation, having an address at 210 Route 4 East, Paramus, New Jersey 07652 (together with  successors and/or assigns, “Guarantor”), for the benefit of GERMAN AMERICAN CAPITAL CORPORATION, a Maryland corporation, having an address at 60 Wall Street, 10th Floor, New York, New York 10005 (collectively, together with its successors and/or assigns, “Lender”).

Alexanders Inc – SIXTH AMENDMENT TO AMENDED AND RESTATED MANAGEMENT AND DEVELOPMENT AGREEMENT (May 5th, 2014)

THIS SIXTH AMENDMENT TO AMENDED AND RESTATED MANAGEMENT AND DEVELOPMENT AGREEMENT (this “Amendment”) is made as of the 21st day of March, 2014, by and among ALEXANDER’S, INC., a Delaware corporation, on behalf of itself and each of the subsidiaries listed in Exhibit B attached hereto (“Alexander’s”), having an address at 210 Route 4 East, Paramus, New Jersey 07652, (sometimes hereinafter referred to as “Owner”), and VORNADO MANAGEMENT CORP., a New Jersey corporation, having an office at 210 Route 4 East, Paramus, New Jersey 07652 (“Manager”).

Alexanders Inc – CONSOLIDATED, AMENDED AND RESTATED PROMISSORY NOTE (May 5th, 2014)

This Note is intended to consolidate, amend and restate in their entirety those certain promissory notes (collectively, the “Existing Notes”) described on Exhibit A attached hereto and made a part hereof, which Existing Notes are now held by Lender.  This Note is not intended to create any new indebtedness nor intended to constitute a novation as to Borrower’s obligations under the Existing Notes.

Alexanders Inc – LOAN AGREEMENT dated as of February 28, 2014 between 731 OFFICE ONE LLC, as Borrower and GERMAN AMERICAN CAPITAL CORPORATION, as Lender (May 5th, 2014)

This LOAN AGREEMENT, dated as of February 28, 2014 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between GERMAN AMERICAN CAPITAL CORPORATION, a Maryland corporation, having an address at 60 Wall Street, 10th Floor, New York, New York 10005 (together with its permitted successors and assigns, “Lender”), and 731 OFFICE ONE LLC, a Delaware limited liability company, having an address at c/o Alexander’s, Inc., 210 Route 4 East, Paramus, New Jersey 07652 (together with its permitted successors and assigns, “Borrower”).

Alexanders Inc – REGO PARK II RESIDENTIAL MANAGEMENT AND DEVELOPMENT AGREEMENT (May 5th, 2014)

THIS REGO PARK II RESIDENTIAL MANAGEMENT AND DEVELOPMENT AGREEMENT dated as of the 21st day of March, 2014 (the “Management Agreement”) between ALEXANDER’S OF REGO RESIDENTIAL LLC, a Delaware limited liability company having an office c/o Vornado Realty Trust, 210 Route 4 East, Paramus, New Jersey, 07652 (the “Owner”) and VORNADO MANAGEMENT CORP., a New Jersey corporation having an office at c/o Vornado Realty Trust, 210 Route 4 East, Paramus, New Jersey, 07652 (“Manager”).

Alexanders Inc – Contract (May 5th, 2014)

THIS AMENDED AND RESTATED MORTGAGE, ASSIGNMENT OF LEASES AND RENTS AND SECURITY AGREEMENT (this “Mortgage”) is made as of this 28th day of February, 2014, by 731 OFFICE ONE LLC, a Delaware limited liability company, having its principal place of business at c/o Alexander’s, Inc., 210 Route 4 East, Paramus, New Jersey 07652, as mortgagor (“Mortgagor”), for the benefit of  GERMAN AMERICAN CAPITAL CORPORATION, a Maryland corporation, having an address at 60 Wall Street, 10th Floor, New York, New York 10005, collectively, as mortgagee (collectively, together with its successors and/or assigns, “Mortgagee”).

Alexanders Inc – TERMINATION AGREEMENT (May 5th, 2014)

By this Termination Agreement, dated as of February 28, 2014 (this “Agreement”), each of the parties hereto hereby agree that 731 Office One LLC, a Delaware limited liability company (“Office Owner”) will be removed as a party to that certain 59th Street Real Estate Retention Agreement, dated as of July 3, 2002, by and among Vornado Realty L.P., 731 Residential LLC and 731 Commercial LLC, as the same was amended by that certain Letter Agreement Relating to 59th Street Real Estate Retention Agreement, dated as of July 6, 2005, by and among 731 Commercial LLC, 731 Retail One LLC and Vornado Realty L.P. and that certain Amendment to 59th Street Real Estate Retention Agreement, dated as of January 1, 2007, by and among 731 Retail One LLC, 731 Restaurant LLC, Office Owner, 731 Office Two LLC and Vornado Realty L.P. (as so amended, the “Retention Agreement”) and that the Retention Agreement shall be deemed terminated solely with respect to Office Owner and Office Owner shall have no further

Alexanders Inc – Contract (May 5th, 2014)

THIS ASSIGNMENT OF LEASES AND RENTS (this “Assignment”) is made as of the 28 day of February, 2014 by 731 OFFICE ONE LLC, a Delaware limited liability company, as assignor, having a principal place of business at c/o Alexander’s, Inc., 210 Route 4 East, Paramus, New Jersey 07652 (together with its successors and assigns, “Borrower”), to GERMAN AMERICAN CAPITAL CORPORATION, a Maryland corporation, having an address at 60 Wall Street, 10th Floor, New York, New York 10005, as assignee (collectively, together with its successors and assigns, “Lender”).

Alexanders Inc – SECOND AMENDMENT AND MODIFICATION OF LOAN AGREEMENT AND OTHER LOAN DOCUMENTS AND RATIFICATION OF GUARANTOR (February 24th, 2014)

THIS SECOND AMENDMENT AND MODIFICATION OF LOAN AGREEMENT AND OTHER LOAN DOCUMENTS AND RATIFICATION OF GUARANTOR (this “Modification”) is made as of the 15th day of November, 2013 by and between REGO II BORROWER LLC, a Delaware limited liability company, having an address of c/o Alexander’s, Inc., 210 Route 4 East, Paramus, New Jersey 07652 (together with its permitted successors and assigns, “Borrower”), and BANK OF CHINA, NEW YORK BRANCH, having an address at 410 Madison Avenue, New York, New York 10017 (together with its successors and assigns, “Lender”)  All capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Loan Agreement (as hereinafter defined).

Alexanders Inc – ALEXANDER’S, INC. 2006 OMNIBUS STOCK PLAN DEFERRED STOCK UNIT GRANT AGREEMENT (February 24th, 2014)

DEFERRED STOCK UNIT GRANT AGREEMENT (the “Grant Agreement”) made as of date set forth on Schedule A  hereto between ALEXANDER’S, INC., a Delaware corporation (the “Company”), and the director of the Company’s Board  named on Schedule A  (the “Grantee”).

Alexanders Inc – REGO II BORROWER LLC, a Delaware limited liability company (“Assignor”) AND BANK OF CHINA, New York branch (“Assignee”) PARTIAL RELEASE OF ASSIGNMENT OF LEASES AND RENTS (February 24th, 2014)
Alexanders Inc – SECOND OMNIBUS LOAN MODIFICATION AND EXTENSION AGREEMENT (May 6th, 2013)

THIS SECOND OMNIBUS LOAN MODIFICATION AND EXTENSION AGREEMENT (this “Agreement”) dated and made effective as of March 8, 2013, by and between ALEXANDER’S REGO SHOPPING CENTER, INC., a Delaware corporation with an office at c/o Vornado Realty Trust, 888 Seventh Avenue, New York, New York 10019 (the “Borrower”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association with an office at 1 Federal Street, 9th Floor, Boston, Massachusetts 02110 (“Bank”).