Exhibit 1
STOCK PLEDGE AGREEMENT
Xxxxxx Xxxx, ("Debtor"), for valuable consideration, receipt
of which is hereby acknowledged, hereby grants to Vornado, Inc. (the "Lender"),
in order to secure the payment when due, whether by acceleration or otherwise,
of any and all present or future indebtedness, liabilities or obligations of
Debtor to the Lender under the Debtor's Promissory Note dated the date hereof
and any other promissory note hereafter made by Debtor in favor of Lender (the
"Obligations") a security interest in and a pledge and assignment of the
following property of Debtor (the "Collateral"):
1,000,000 shares of Common Stock, par value $0.04 of
Vornado, Inc. ("Shares"), which are herewith delivered to the
Lender.
(1) Definitions. Except as otherwise expressly defined herein,
all terms used herein which are defined in the Uniform Commercial Code as in
effect from time to time in the State of New Jersey (the "Code") have the same
meaning herein as in the Code.
(2) Continuing Agreement. This is a continuing agreement and
shall remain in full force and effect and shall be binding upon Debtor, his
heirs, executors and assigns until such time as all obligations have been paid
in full.
(3) Representations and Warranties. Debtor represents and
warrants, and so long as this Agreement is in effect shall be deemed
continuously to represent and warrant, that Debtor is the owner of the
collateral, free of all security interests or other encumbrances, except the
security interest created by this Agreement.
(4) Removal of Collateral. Lender shall release to Debtor free
of the security interest created hereunder one Share for each one-millionth of
the maximum amount of principal borrowed under the obligations which is prepaid
by Debtor.
(5) Rights of the Lender. Upon the occurrence of an event
of default, the Lender may from time to time:
(a) Transfer of any of the collateral into the name of the
Lender or its nominee.
(b) Notify parties obligated on any of the Collateral to make
payment to the Lender of any amounts due or to become due thereunder.
(c) Enforce collection of any of the Collateral.
(d) Take possession or control of any proceeds or the
Collateral.
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Upon the occurrence of an event of default, Debtor will not
demand or receive any income from or interest on the Collateral, and if Debtor
receives any such income or interest without any demand by it, the same shall be
held by Debtor in trust for the Lender in the same medium in which received,
shall not be co-mingled with any assets of Debtor and shall be delivered to the
Lender in the form in which it was received, properly endorsed to permit
collection, not later than the next business day following the day of its
receipt.
(6) Further Assurances: Lender as Agent. Debtor agrees to take
such actions and to execute such stock or bond powers and such other or
different writings as the Lender may request (and irrevocably authorizes the
Lender to execute such writings as Debtor's agent and attorney-in-fact) further
to perfect, confirm and assure the Lender's security interest in the Collateral
and to assist the Lender's realization thereon.
(7) Events of Default. The occurrence of any of the following
which has not been cured by Debtor within 30 days following actual receipt of
written notice given by the Lender shall constitute an "event of default"
hereunder:
(a) Failure of Debtor to pay any obligation when due and
payable;
(b) Default in the timely performance by Debtor of any
covenant contained herein or in any other agreement with or
instrument delivered to the Lender;
(c) Any representation or warranty made by Debtor herein or in
any other agreement with or instrument delivered to the Lender, or any
statement or representation made in any certificate, report or opinion
delivered in connection herewith or in connection with any such other
agreement or instrument shall prove to have been false or misleading in
any material respect when made; or
(d) The insolvency of Debtor, the admission by Debtor of its
inability to pay its debts as they become due, the commencement of any
case by or against Debtor, under any bankruptcy or insolvency law, or
the making by Debtor of any assignment for the benefit of creditors.
(8) Rights and Remedies of the Lender Upon Default. If an
event of default shall have occurred and by continuing, the Lender's rights and
remedies with respect to the Collateral shall be those of a secured party under
the code and under any other applicable law, as the same may from time to time
be in effect, in addition to those rights granted herein and in any other
agreement now or hereafter in effect between Debtor and the Lender. Without in
any way requiring notice to be given in the following time and manner, Debtor
agrees that any notice by the Lender of sale, disposition or other intended
action hereunder in connection therewith, whether required by the Code or
otherwise, shall constitute reasonable notice to Debtor if such notice is mailed
by regular or certified mail, postage prepaid, at least three days prior to such
action, to Debtor's address specified in Section 10 hereof.
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(9) Application of Proceeds by the Lender. In the event the
Lender sells or otherwise disposes of the Collateral in the course of exercising
the remedies provided for in Section 8 hereof, any amounts held, realized or
received by the Lender pursuant to the provisions hereof, including the proceeds
of the sale of any of the Collateral or any part thereof, shall be applied by
the Lender first toward the payment of any costs and expenses incurred by the
Lender in enforcing this Agreement, in realizing on or protecting any Collateral
and in enforcing or collecting any Obligations, including attorneys' fees, and
then toward payment of the Obligations in such order or manner as the Lender may
elect. Any Collateral remaining after such application and after payment of the
Obligations in full shall be paid or delivered to Debtor, his heirs, executors
or assigns, or as a court of competent jurisdiction may direct.
(10) Notices. Any communication, notice or demand to be given
hereunder shall be duly given when delivered in writing or sent by telex or
telecopier to a party at its address indicated below.
If to the Lender, at: 00 Xxxx Xxxx
Xxxxx XX
Xxxxxx Xxxxx, Xxx Xxxxxx 00000
If to the Debtor, at: 00 Xxxx Xxxx
Xxxxx XX
Xxxxxx Xxxxx, Xxx Xxxxxx 00000
or, as to either party, to each other address as shall be designated by such
party in a written notice to the other party.
(11) Expenses. Debtor agrees to pay on demand all
out-of-pocket expenses (including the reasonable fees and expenses of the
Lender's counsel) in any way relating to the enforcement or protection of the
rights of the Lender hereunder and further agrees that the Collateral secures
such payment.
(12) No Waiver, cumulative Rights. No failure on the part of
the Lender to exercise, and no delay in exercising, any right or remedy
hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise by the Lender of any right or remedy hereunder preclude any other or
future exercise of any other right or remedy. Each and every right and remedy
hereby granted to the Lender or allowed it by law or other agreement shall be
cumulative and not exclusive the one of any other, and may be exercised by the
Lender from time to time.
(13) Applicable Law. This Agreement and the rights and
obligations of the parties hereunder shall be governed by, and construed in
accordance with, the laws of the State of New Jersey.
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IN WITNESS WHEREOF, the Debtor has caused this Agreement to be
duly executed as of the 29th day of December 1992.
/s/ Xxxxxx Xxxx
Xxxxxx Xxxx
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