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Exhibit 10(i)(c)5
THIRD NOTE MODIFICATION AND EXTENSION AGREEMENT
This THIRD NOTE MODIFICATION AND EXTENSION AGREEMENT (this
"AGREEMENT") dated as of March 15, 2000, between ALEXANDER'S, INC., a Delaware
corporation ("BORROWER"), and VORNADO LENDING L.L.C. (formerly known as Vornado
Lending Corp.) ("LENDER").
R E C I T A L S:
WHEREAS, Lender is the current holder of that certain
Promissory Note dated March 15, 1995 in the original principal amount of
$45,000,000.00 made by Borrower to Lender (as amended by the Note Modification
and Extension Agreement between Borrower and Lender dated as of March 15, 1998
and the Second Note Modification and Extension Agreement between Borrower and
Lender dated as of March 29, 1999, the "NOTE");
WHEREAS, the Note was made pursuant to that certain Credit
Agreement between Borrower and Lender dated March 15, 1995 (such Credit
Agreement, as amended by (i) the letter agreement between Lender and Borrower
dated Xxxxx 00, 0000, (xx) the two letter agreements between Borrower and
Lender, each dated Xxxxx 00, 0000, (xxx) the Modification and Extension of
Credit Agreement between Lender and Borrower dated as of March 15, 1998, (iv)
the Second Modification and Extension of Credit Agreement between Lender and
Borrower dated as of March 29, 1999 and (v) the Third Modification and Extension
of Credit Agreement between Lender and Borrower of even date herewith, being
hereinafter referred to as the "CREDIT AGREEMENT") (terms not otherwise defined
herein shall have the meanings ascribed to them in the Credit Agreement);
WHEREAS, the Note is secured by, inter alia, those certain
Mortgages, Assignments of Leases, Security Agreements and Fixture Filings, each
dated March 15, 1995 in the original principal amount of $45,000,000.00 given by
(i) Alexander's of Fordham Road, Inc. to Lender and recorded on March 22, 1995
in the Office of the City Register, Bronx County in Reel 1310, Page 0197, (ii)
Alexander's, Inc. to Lender and recorded on March 22, 1995 in the Office of the
City Register, Bronx County in Reel 1310, Page 0139, (iii) Seven Thirty One
Limited Partnership and Alexander's Department Stores of Lexington Avenue, Inc.
to Lender and recorded on March 20, 1995 in the Office of the City Register, New
York County in Reel 2193, Page 0966, (iv) Alexander's, Inc. to Lender and
recorded on March 17, 1995 in the Office of the City Register, Queens County in
Reel 4089, Page 1125, (v) Alexander's, Inc. to Lender and recorded on March 17,
1995 in the Office of the City Register, Queens County in Reel 4089, Page 1181
and (vi) Alexander's Department Stores of New Jersey, Inc. to Lender and
recorded on March 17, 1995 in the Office of the County Clerk, Bergen County, New
Jersey in Book 8953, Page 910, all of which mortgages have been, and
simultaneously herewith are being, modified (collectively, the "MORTGAGES"); and
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WHEREAS, simultaneously herewith, the parties hereto have
amended the Credit Agreement and the Mortgages to extend the maturity date of
the Loan and to make conforming changes therein.
NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:
1. Borrower hereby acknowledges and agrees that there is now
owing under the Note the current outstanding principal balance of FORTY-FIVE
MILLION and 00/100 DOLLARS ($45,000,000.00) plus accrued interest. The aforesaid
sum is owing by Borrower to Lender without claim, defense, offset or
counterclaim of any kind or nature whatsoever.
2. From and after the date hereof, the phrase "to but
excluding March 15, 2000 (the "MATURITY DATE")" appearing on the second line of
Paragraph 2 on the first page of the Note shall be replaced with the following:
"to but excluding March 15, 2002 (the "MATURITY DATE")".
3. Except as herein amended, the terms and provisions of the
Note shall, in all other respects, remain unmodified, are hereby ratified and
reaffirmed, and shall remain in full force and effect.
4. This Agreement may be executed in any number of
counterparts, each of which shall constitute an original, and all of which
together shall constitute one and the same instrument.
5. This Agreement shall be binding upon and shall inure to the
benefit of Borrower and Lender and their respective successors and assigns. This
Agreement shall be governed by the law of the State of New York. This Agreement
may not be modified orally, but only by a writing executed by both parties
hereto.
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IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date and year first above written.
VORNADO LENDING L.L.C.
By: VORNADO REALTY, L.P.,
Managing Member
By: /s/ Xxxxx Xxxxxxxx
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Name: Xxxxx Xxxxxxxx
Title: Vice President
Chief Financial Officer
ALEXANDERS, INC.
By: /s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
Title: Vice President
Chief Financial Officer
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STATE OF NEW JERSEY )
) ss.:
COUNTY OF BERGEN )
On August 1, 2000 before me, the undersigned, personally appeared
Xxxxx Xxxxxxxx personally known to me or proved to me on the basis of
satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed
to the within instrument and acknowledged to me that he/she/they executed the
same in his/her/their capacit(ies), and that by his/her/their signature(s) on
the instrument, the individual(s), or the person upon behalf of which the
individual(s) acted, executed the instrument, and that such individual made such
appearance before the undersigned in Saddle Brook, New Jersey.
/s/ Xxx Xxxxxxxx
------------------
Name: Xxx Xxxxxxxx
Office: Notary Public of New Jersey
My Commission Expires Feb. 25, 2001
(SEAL)
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STATE OF NEW JERSEY )
) ss.:
COUNTY OF BERGEN )
On August 2, 2000 before me, the undersigned, personally appeared
Xxxxxx Xxxxxx personally known to me or proved to me on the basis of
satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed
to the within instrument and acknowledged to me that he/she/they executed the
same in his/her/their capacit(ies), and that by his/her/their signature(s) on
the instrument, the individual(s), or the person upon behalf of which the
individual(s) acted, executed the instrument, and that such individual made such
appearance before the undersigned in Saddle Brook, New Jersey.
/s/ Xxxxxxx Xxxxxxx
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Name: Xxxxxxx Xxxxxxx
Office: Notary Public of New Jersey
My Commission Expires Feb. 6, 2001
(SEAL)
