FIRST AMENDMENT TO AMENDED AND RESTATED MANAGEMENT AND DEVELOPMENT AGREEMENT
EXHIBIT 10.52
FIRST AMENDMENT TO AMENDED AND RESTATED MANAGEMENT AND DEVELOPMENT AGREEMENT
THIS FIRST AMENDMENT TO AMENDED AND RESTATED MANAGEMENT AND DEVELOPMENT AGREEMENT (this “Amendment”) is made as of the 6th day of July, 2005, 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 (the “Development Agreement”).
B. As of the date hereof Manager has entered into that certain Termination of Management and Development Agreement with 731 Commercial LLC and 731 Residential LLC, terminating Manager’s property management services with respect to the property located at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx (the “59th Street 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 00xx Xxxxxx 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 the Exhibit A attached hereto.
2. 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.
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3. |
Development Fee Installments. |
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(a) |
The following paragraph is hereby inserted after the first paragraph of Article III.B: Owner shall pay Manager, on account of the Development Fee, monthly installments (the “Development Installments”) each in an amount equal to the Specified Installment Amount (as defined below), with each such installment payable, in arrears, on the tenth day of each calendar month, beginning with the calendar month immediately following the Effective Date. In the event that it is determined, upon Substantial Completion of a Development Property, that the aggregate Development Installments paid to Manager as of such date on account of the Development Fee total less than the amount of the Development Fee that is due to Manager hereunder in respect of the Development Property, Owner shall pay to Manager, within 15 days after Substantial Completion of the Development Property, an amount equal to such difference. |
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(b) |
The following definition is hereby inserted to Article III.B after the definition of Development Costs: “Specified Installment Amount” means $62,500. |
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.
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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
By: /s/ Xxxx X. Xxxx
Name: Xxxx X. Xxxx
Title: Authorized Signatory
MANAGER:
VORNADO MANAGEMENT CORP.
By: /s/ Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
Title: Authorized Signatory
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EXHIBIT A
The following parcels of real property:
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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
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2. |
“XXXX PARK PROPERTY” |
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ADDRESS: |
Xxxxxxxx Xxxxxxxxx |
Xxxx Xxxx, Xxx Xxxx
“XXXX PARK II”
TAX MAP DESIGNATION:
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BLOCK: 2080 |
LOT: 101 |
“XXXX PARK III”
TAX MAP DESIGNATION:
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BLOCK: 2077 |
LOTS: 90 & 98 |
AND
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BLOCK: 2076 |
LOTS: 50 & 63 |
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3. |
“PARAMUS PROPERTY” |
TAX MAP DESIGNATION:
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LOT: 1 |
BLOCK: 1202 |
TAX MAP SHEET NO.: 12 |
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The following entities:
731 Commercial Holding LLC
731 Commercial LLC
731 Office One Holding LLC
731 Office One LLC
731 Office Two Holding LLC
731 Office Two LLC
731 Residential Holding LLC
731 Residential LLC
731 Restaurant LLC
731 Retail One LLC
Alexander’s Department Stores of Brooklyn, Inc.
Alexander’s Department Stores of New Jersey, Inc.
Alexander’s Kings Plaza, LLC
Alexander’s Kings, LLC
Alexander’s Management LLC
Alexander’s of Brooklyn II LLC
Alexander’s of Brooklyn, Inc.
Alexander’s Personnel Providers, Inc.
Alexander’s Xxxx Park Center, Inc.
Alexander’s Xxxx Shopping Center, Inc.
Alexander’s Restaurant LLC
Kings Parking, LLC
Kings Plaza Lender LLC
Ownreal Inc.
Xxxx Park Commercial LLC
Xxxx Park Residential LLC
Sakraf Wine & Liquor Store, Inc.
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EXHIBIT B
List of Subsidiaries
Alexander’s of Flushing, Inc.
Alexander’s of Xxxx Park II, Inc.
Alexander’s of Xxxx Park III, Inc.
Alexander’s Paramus, LLC
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