THIRD AMENDMENT TO AMENDED AND RESTATED MANAGEMENT AND DEVELOPMENT AGREEMENT
Exhibit 10.49
THIRD AMENDMENT TO AMENDED AND RESTATED MANAGEMENT AND DEVELOPMENT AGREEMENT
THIS THIRD AMENDMENT TO AMENDED AND RESTATED MANAGEMENT AND DEVELOPMENT AGREEMENT (this “Amendment”) is made as of the 30th day of November, 2011, 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 000 Xxxxx 0 Xxxx, Xxxxxxx, Xxx Xxxxxx 00000, (sometimes hereinafter referred to as “Owner”), and VORNADO MANAGEMENT CORP., a New Jersey corporation, having an office at 000 Xxxxx 0 Xxxx, Xxxxxxx, Xxx Xxxxxx 00000 (“Manager”).
R E C I T A L S
X. Xxxxxxxxx’x and Manager have heretofore entered into that certain Amended and Restated Management and Development Agreement, dated July 3, 2002, as amended by First Amendment to Amended and Restated Management and Development Agreement dated as of July 6, 2005 and Second Amendment to Amended and Restated Management and Development Agreement dated as of December 20, 2007 (as so amended, the “Development Agreement”).
B. As of the date hereof Manager has entered into that certain Termination of Management and Development Agreement with Alexander’s of Xxxx Park II, Inc., terminating Manager's property management services with respect to the property located at Block 2080, Xxx 000, Xxxx xxx Xxxxx xx Xxx Xxxx (xxx “Xxxx Park II Property”);
C. Whereas, Owner and Manager desire to amend the Development Agreement so that Manager can provide the entity management services provided hereunder with respect to the affiliated entities of Owner that own various portions of the Xxxx Park II Property.
NOW THEREFORE, in consideration of One Dollar ($1.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, Owner and Manager hereby agree as follows to the following amendments to be effective from and after the date hereof (the “Effective Date”):
1. Exhibit A of the Development Agreement: Exhibit A to the Development Agreement is hereby replaced with Exhibit A attached hereto.
2. List of Subsidiaries to the Development Agreement: The List of Subsidiaries for purposes of the introductory paragraph to the Development Agreement is hereby replaced with Exhibit B attached hereto.
3. Management Fee. The first sentence of Article III, Section A is hereby amended to read as follows: “Owner shall pay Manager, as Manager's entire compensation for the services rendered hereunder in connection with the management of the Properties and the management of the Owner, a management fee (the “Management
Fee”) equal to Two Million Four Hundred Thousand Dollars ($2,400,000) per annum), payable in equal monthly installments, in arrears, in the amount of $200,000 on the tenth day of each calendar month beginning with the first calendar month after the Effective Date.
4. Counterparts. This Amendment may be executed in several counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument.
5. Defined Terms. All terms capitalized but not defined herein shall have the same meaning ascribed to such terms in the Development Agreement. The marginal headings and titles to the paragraphs of this Amendment are not a part of this Amendment and shall have no effect upon the construction or interpretation of any part hereof.
6. Amendment. This Amendment is incorporated into and made a part of the Development Agreement, and the Development Agreement and all terms, conditions and provisions of the Development Agreement are ratified and confirmed in all respects and is and shall continue to be in full force and effect as modified and amended hereby.
7. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York.
8. No Modification. This Amendment constitutes the entire understanding of the parties with respect to the subject hereof and may not be amended except in a writing executed by the parties hereto.
9. Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto, and their successors and permitted assigns.
[signature page follows]
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.
OWNER:
ALEXANDER’S INC., a Delaware corporation
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By: |
/s/ Xxxxxx Xxxxxxx |
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Name: |
Xxxxxx Xxxxxxx |
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Title: |
Assistant Secretary |
MANAGER:
VORNADO MANAGEMENT CORP.
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By: |
/s/ Xxxxxx Xxxxxx |
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Name: |
Xxxxxx Xxxxxx |
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Title: |
Executive Vice President and |
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EXHIBIT A
The following parcels of real property:
1. “FLUSHING PROPERTY”
ADDRESS: 136-20 through 000-00 Xxxxxxxxx Xxxxxx,
a/k/a 00-00-00 Xxxx Xxxxxx
Xxxxxx, Xxx Xxxx
TAX MAP DESIGNATION:
BLOCK: 5019 LOT: 5
CITY: New York COUNTY: Queens STATE: New York
2. “XXXX PARK III PROPERTY”
TAX MAP DESIGNATION:
BLOCK: 2077 LOTS: 90 & 98
and
BLOCK: 2076 LOTS: 50 & 63
CITY: New York COUNTY: Queens STATE: New York]
3. “PARAMUS PROPERTY”
TAX MAP DESIGNATION:
LOT: 1 BLOCK: 1202 TAX MAP SHEET NO.: 12
The following entities:
Alexander’s Department Stores of Brooklyn, Inc.
Alexander’s Department Stores of New Jersey, Inc.
Alexander’s of Brooklyn, Inc.
Alexander’s Personnel Providers, Inc.
Alexander’s of Brooklyn II, LLC
Alexander’s of Kings LLC
Alexander’s Kings Plaza LLC
Kings Parking LLC
Kings Plaza Lender LLC
Alexander’s Xxxx Shopping Center, Inc.
Xxxx Park Commercial LLC
Xxxx Park Residential LLC
Alexander’s Construction LLC
Alexander’s Management LLC
Fifty Ninth Street Insurance Company, LLC
Sakraf Wine & Liquor Store
Ownreal Inc.
731 Office One Holding LLC
731 Office Two Holding LLC
Alexander’s of Xxxx Park II, Inc.
731 Commercial Holding LLC
731 Commercial, LLC
731 Office One LLC
731 Office Two LLC
Xxxx II Borrower LLC
731 Retail One LLC
731 Restaurant LLC
