AGREEMENT
THIS AGREEMENT (the "Agreement") is made and entered into this 25th day
of June, 2003 by and among the Xxxxxxxxx X. Xxxxxx Irrevocable Trust dated April
26, 1994 (the "CUB Trust"), Urstadt Realty Associates Co LP, a Delaware limited
partnership ("URACO"), and Urstadt Property Company, Inc., a Delaware
corporation ("UPCO").
W I T N E S S E T H:
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WHEREAS, the CUB Trust has executed a Secured Promissory Note dated
April 26, 1994, in the principal amount of $5,850,000 in favor of UPCO (the
"Note");
WHEREAS, pursuant to a Stock Pledge Agreement dated April 26, 1994, by
and between the CUB Trust and UPCO (the "Pledge Agreement"), the CUB Trust has
pledged (i) 821,975 shares of Common Stock, and (ii) 78,025 shares of Class A
Common Stock, of Urstadt Xxxxxx Properties Inc., a Maryland corporation
(collectively, the "Shares") to UPCO in order to secure the obligations of the
CUB Trust under the Note;
WHEREAS, the CUB Trust desires (i) to become a limited partner of
URACO, and (ii) make a capital contribution of the Shares subject to the
obligations of the Note to URACO in exchange for its limited partnership
interest in URACO;
WHEREAS, the Pledge Agreement requires the CUB Trust to obtain the
prior written consent of UPCO prior to any transfer of the Shares; and
WHEREAS, UPCO will only consent to the transfer of the Shares to URACO
provided that (i) URACO agrees to be bound by the terms and conditions of the
Pledge Agreement, and (ii) the CUB Trust remains liable to UPCO for the
obligations under the Note.
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, it is agreed as follows:
1. Transfer and Acceptance of Shares Subject to the Obligations of the
Note. In consideration for, among other things, the limited partnership
interests in URACO, the CUB Trust hereby conveys, transfers, assigns and grants
to URACO all of the CUB Trust's right, title and interest in and to the Shares
subject to the obligations of the Note. URACO hereby accepts the Shares from the
CUB Trust as a capital contribution from the CUB Trust and agrees, on a
non-recourse basis, to pay, perform and discharge when due, the obligations
under the Note.
2. Assignment and Assumption of Pledge Agreement. The CUB Trust hereby
conveys, transfers, assigns and grants to URACO all of the CUB Trust's rights,
obligations and liabilities under the Pledge Agreement. URACO hereby assumes, as
of the date hereof, all of the CUB Trust's rights, obligations and liabilities
under the Pledge Agreement.
3. Consent to Transfer of Shares Subject to the Obligations of the Note
and Assignment of Pledge Agreement. UPCO hereby consents to (i) the transfer of
the Shares by the CUB Trust to URACO as a capital contribution to URACO,
provided that (a) URACO agrees, on a non-recourse basis, to pay, perform and
discharge when due, the obligations under the Note, (b) the CUB Trust remains
liable for its obligations under the Note on a recourse basis, and (c) URACO
agrees to be bound by the terms and conditions of the Pledge Agreement, and (ii)
the assignment of the CUB Trust's rights, obligations and liabilities under the
Pledge Agreement to URACO.
4. No Violation. Anything contained in this Agreement to the contrary
notwithstanding, this Agreement shall not constitute an agreement to assign any
contract, license, lease, commitment, sales order, purchase order or other
agreement or any claim or right of any benefit arising thereunder or resulting
therefrom if an attempted assignment thereof, without the consent of a third
party thereto, would constitute a breach thereof.
5. Successors and Assigns. This Agreement shall inure to the benefit of
and be binding upon the parties, their successors and assigns.
6. Governing Law. The parties have agreed that the validity,
construction, operation and effect of any and all of the terms and provisions of
this Agreement, and the respective rights, duties and obligations of the parties
hereunder, shall be determined and enforced in accordance with the laws of the
State of New York without giving effect to principles of conflicts of law
thereunder.
7. Counterparts. This Agreement may be executed in any number of
counterparts, including by means of facsimile, and each counterpart hereof shall
be deemed to be an original instrument, but all such counterparts together shall
constitute but one agreement.
2
IN WITNESS WHEREOF, the parties hereto have caused this agreement to be
signed by their respective officers thereunto duly authorized as of the date
first written above.
URSTADT PROPERTY COMPANY, INC.
By: /s/ Xxxxxx X. Xxxx
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Name: Xxxxxx X. Xxxx
Title: Senior Vice President
XXXXXXXXX X. XXXXXX IRREVOCABLE TRUST
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Trustee
URSTADT REALTY ASSOCIATES CO LP
By: URSTADT PROPERTY COMPANY, INC.
Its sole general partner
By: /s/ Xxxxxx X. Xxxx
-----------------------------------
Name: Xxxxxx X. Xxxx
Title: Senior Vice President
