EXHIBIT 10.15
WAIVER AND AMENDMENT
WAIVER AND AMENDMENT, dated as of April 16, 1999 (this
"Amendment") to the Registration Rights Agreement, dated as of January 8, 1998
(the "Registration Rights Agreement"), by and among Urstadt Xxxxxx Properties
Inc. (formerly "HRE Properties, Inc." and hereinafter referred to as the
"Company"), Cobalt Capital LLC, Xxxxx Fargo & Company and Retirement Plan of the
Bank of New York Company, Inc. Capitalized terms used but not defined herein
shall have the meanings given to them in the Registration Rights Agreement.
W I T N E S S E T H
WHEREAS, the Borrower and the Initial Purchasers have
entered into the Registration Rights Agreement;
WHEREAS, the Initial Purchasers desire to waive certain of the
obligations of the Company under the Registration Rights Agreement; and
WHEREAS, the Company and the Initial Purchasers wish to
implement certain amendments to the Registration Rights Agreement.
NOW, THEREFORE, the parties hereto agree as follows:
1. Waiver of Section 2(a) of the Registration Rights Agreement. Section 2(a) of
the Registration Rights Agreement, as such section exists before giving effect
to the amendment set forth in Section 2 of this Amendment, is hereby waived.
This waiver shall be limited precisely as drafted and shall not be construed to
be an amendment or waiver of any other provision of the Registration Rights
Agreement and shall be effective only in this specific instance.
2. Amendment of Section 2(a) of the Registration Rights Agreement.
Section 2(a) of the
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Registration Rights Agreement is hereby amended to read in full as follows:
"(a) 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 on or prior to January 8, 2000, all in
accordance with the terms of this Agreement."
3. Miscellaneous. (1) The Registration Rights Agreement, as
affected 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 of this Amendment, 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.
(1) 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.
(2) 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.
IN WITNESS WHEREOF, the Company and the Initial Purchasers
have caused this Amendment to be executed as of the date first above written.
URSTADT XXXXXX PROPERTIES INC.
By:_______________________________
Name:
Title:
COBALT CAPITAL LLC
By: CGA Investment Management, Inc.
as Asset Manager
By: _____________________________
Name:
Title:
XXXXX FARGO & COMPANY
By:_______________________________
Name:
Title:
RETIREMENT PLAN OF THE BANK OF NEW YORK
COMPANY, INC.
By: The Bank of New York, as Trustee
By:________________________________
Name:
Title:
