AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
AMENDMENT
TO REGISTRATION RIGHTS AGREEMENT
THIS
AMENDMENT (the "Amendment") dated
as of December 31, 2001 (the "Effective Date") to the Registration Rights
Agreement dated as of January 8, 1998 (as modified by Waiver and Amendment
dated
September 14, 2001, the "Registration Rights Agreement"), is made by and among
Urstadt Xxxxxx Properties Inc. (formerly "HRE Properties, Inc." and hereinafter
referred to as the "Company") and Xxxxx Fargo & Company and Retirement Plan
of The Bank of New York Company, Inc. (each individually a "Remaining Initial
Purchaser" and collectively, the "Remaining Initial Purchasers").
WITNESSETH
WHEREAS,
Borrower, Cobalt Capital LLC
("Cobalt" and previously also an Initial Purchaser), together with the Remaining
Initial Purchasers, entered into the Registration Rights Agreement;
and
WHEREAS,
in November, 2001, at the
request of Cobalt, the Company repurchased all of Cobalt's shares of the
Preferred Stock and retired such stock so that as of the Effective Date all
of
the shares of Preferred Stock are owned by the Remaining Initial Purchasers;
and
WHEREAS,
the Company and the Remaining
Initial Purchasers wish to amend the Registration Rights Agreement.
NOW
THEREFORE, for good and valuable
consideration, the parties hereto agree as follows:
1. Capitalized
terms used but not defined herein shall have the meanings given to them in
the
Registration Rights Agreement. As used in the Registration Rights
Agreement, the terms "Purchasers" and "Initial Purchasers" hereafter shall
include the "Remaining Initial Purchasers", but shall no longer include
Cobalt.
2.
Registration
of the
Preferred Stock. Upon the Effective Date, Section 2(a) of the
Registration Rights Agreement is deleted in its entirety and is replaced with
the following:
"(a) Upon
receipt of a written request from either of the Remaining Initial Purchasers
that the Company register the Preferred Stock, the Company shall prepare and
file with the Commission a Registration Statement under the Securities Act
relating to the offer and sale of the Registrable Securities and shall use
its
reasonable best efforts to cause the Commission to declare such Registration
Statement to be effective under the Securities Act within ninety (90) days
after
receipt of such written request, all in accordance with the terms of this
Agreement."
3.
Listing
of the Preferred
Stock.. Upon the Effective Date, Section 3(g) of the
Registration Rights Agreement is deleted in its entirety and is replaced with
the following:
"(g) upon
the Commission declaring effective any Registration Statement relating to the
offer and sale of the Registrable Securities, use its reasonable best efforts
to
cause the listing of the Preferred Stock on the New York Stock Exchange, Inc.
(the "NYSE") or, if the Preferred Stock shall not then be eligible for listing
on the NYSE, to apply for listing of the Preferred Stock on the American Stock
Exchange, Inc. (the "AMEX") or, if the Preferred Stock shall not then be
eligible for listing on the AMEX, to apply for quotation of the Preferred Stock
through the National Association of Securities Dealers, Inc. Automated Quotation
System (the date of any such listing, the "Listing Date");"
4.
Miscellaneous. (a) The
Registration Rights Agreement, as amended by this Amendment, is and shall
continue to be in full force and effect and is hereby in all respects ratified
and confirmed. On and after the Effective Date, each reference in the
Registration Rights Agreement to "this Agreement", "hereunder", "hereof" or
words of like import referring to the Registration Rights Agreement shall be
a
reference to the Registration Rights Agreement as amended by this
Amendment.
(b) This
Amendment may be executed in any number of counterparts, each of which shall
be
and shall be taken to be an original, and all such counterparts shall together
constitute one and the same instrument.
(c) This
amendment shall be construed in accordance with and governed by the law of
the
State of New York without giving effect to the conflict of laws principles
thereof.
THIS
SPACE LEFT BLANK
INTENTIONALLY
IN
WITNESS WHEREOF, the Company and the Remaining Initial Purchasers have caused
this Amendment to be executed as of the date first above written.
URSTADT
XXXXXX PROPERTIES INC.
By: /s/
Xxxxx X.
Moore__________
Name: Xxxxx
X. Xxxxx
Title: Executive
Vice President
XXXXX
FARGO & COMPANY
By:
/s/ Xxxxx
Wittlin____________
Name: Xxxxx
Xxxxxxx
Title: Senior
Vice President
RETIREMENT
PLAN OF THE BANK OF NEW YORK
COMPANY,
INC.
By: The
Bank of New York, as Trustee
By: /s/
Xxxx X.
Hemenetz_________
Name: Xxxx
X. Xxxxxxxx
Title: Executive
Vice President
