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Exhibit 10(i)(D)3
NOTE MODIFICATION AND EXTENSION AGREEMENT
This NOTE MODIFICATION AND EXTENSION AGREEMENT (this
"AGREEMENT") dated as of the 27th day of April 2001, between ALEXANDER'S, INC.,
a Delaware corporation ("BORROWER") and FIRST UNION NATIONAL BANK (formerly
known as First Fidelity Bank, National Association) ("LENDER").
R E C I T A L S:
WHEREAS, Lender is the current holder of that certain
Promissory Note dated March 15, 1995 in the original principal amount of
$20,000,000.00 made by Lender to Borrower (as amended pursuant to that certain
Note Modification and Extension Agreement between Borrower and Lender dated as
of March 29, 1999 and as further amended pursuant to that certain Note
Modification and Extension Agreement between Borrower and Lender dated as of
April 14, 2000 , the "NOTE") which was executed and delivered in substitution
for the Promissory Note dated March 15, 1995 in the original principal amount of
$30,000,000.00, pursuant to the Note and Mortgage Modification and Severance
Agreement dated June 18, 1998 (the "SEVERANCE AGREEMENT") by and among
Alexander's of Fordham Road, Inc., Alexander's, Inc., Alexander's of Third
Avenue, Inc., Alexander's Xxxx Park Center, Inc., Alexander's of Xxxx Park II,
Inc., Alexander's of Xxxx Park III, Inc., Seven Thirty One Limited Partnership,
Alexander's Department Stores of Lexington Avenue, Inc., Alexander's of
Brooklyn, Inc., Alexander's Department Stores of New Jersey, Inc. and First
Union National Bank; and
WHEREAS, the Note was made pursuant to the Severance Agreement
and that certain Credit Agreement between Borrower and Lender dated March 15,
1995 (such Credit Agreement, as amended by letter agreement dated March 29, 1995
between Lender and Borrower, as further amended by two letter agreements between
Borrower and Lender, each dated March 24, 1997, as modified and extended by that
certain Modification and Extension of Credit Agreement dated as of March 15,
1998 between Lender and Borrower, as further modified by that certain
Modification of Credit Agreement between Borrower and Lender dated as of June
18, 1998, as further modified and extended by that certain Modification and
Extension of Credit Agreement between Borrower and Lender dated as of March 29,
1999 and as further modified and extended by that certain Modification and
Extension of Credit Agreement between Borrower and Lender dated April 14, 2000
and as further modified and extended by that certain Modification and Extension
of Credit Agreement of even date herewith being hereinafter referred to as the
"CREDIT AGREEMENT"); and
WHEREAS, the Note is secured by, inter alia, those certain
Mortgages, Assignments of Leases, Security Agreements and Fixture Filings, each
dated March 15, 1995 (as heretofore amended, collectively, the "MORTGAGES"), in
the original principal amount of $30,000,100.00 (except for the 00xx Xxxxxx
Mortgage) and given by (i) Alexander's, Inc. to Lender and recorded on March 22,
1995 in the Office of the City Register, Bronx County in Reel 1310, Page 1, (ii)
Seven Thirty One Limited Partnership to Lender (original principal amount of
$30,000,000.00) and recorded on March 20, 1995 in the Office of the City
Register, New York County in Reel 2192, Page 1291 (the "59TH STREET MORTGAGE"),
(iii) Alexander's, Inc. to Lender and recorded on March 17, 1995 in the Office
of the City Register, Queens County in Reel 4088, Page 0615, (iv) Alexander's,
Inc. to Lender and recorded on March 17, 1995 in the Office of the City
Register, Queens County in Reel 4088, Page 659 and (v) Alexander's Department
Stores of New Jersey, Inc. to Lender and recorded
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on March 17, 1995 in the Office of the County Clerk, Bergen County, New Jersey
in Book 8953, Page 802; and
WHEREAS, simultaneously herewith, the parties hereto have
amended the Mortgages to extend the maturity date of the Loan evidenced by the
Note and to make conforming changes therein in accordance with the Modification
and Extension of Credit Agreement of even date herewith between Borrower and
Lender.
NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:
1. The following phrase is added at the end of the second
sentence of the Note Preamble (the sentence beginning with the phrase "As used
in this Note, the term Credit Agreement"): ", as further amended by Modification
and Extension of Credit Agreement dated as of March 29, 1999 between Maker and
the Lender and as further amended by Modification and Extension of Credit
Agreement dated as of April 14, 2000 between Maker and the Lender and as further
amended by Modification and Extension of Credit Agreement dated as of April 27,
2001 ." As used herein, the "Note Preamble" shall mean the paragraph of the Note
beginning with the phrase "FOR VALUE RECEIVED."
2. Borrower hereby acknowledges and agrees that there is now
owing under the Note the current outstanding principal balance of TWENTY MILLION
and 00/100 DOLLARS ($20,000,000.00). The aforesaid sum is owing by Borrower to
Lender without claim, defense, offset or counterclaim of any kind or nature
whatsoever.
3. The phrase "to but excluding March 15, 2001 (the "MATURITY
DATE")," appearing in the second and third line of Section 2 on the first page
of the Note, shall be replaced with the following: "to but excluding MARCH 15,
2002 (the "MATURITY DATE")".
4. All references in the Note to the Credit Agreement shall
henceforth be deemed to refer to the Credit Agreement as defined in this
Agreement. Terms not otherwise defined in this Agreement shall have the
respective meanings ascribed to them in the Credit Agreement.
5. Except as herein amended, the terms and provisions of the
Note shall, in all other respects, remain unmodified, are hereby ratified and
reaffirmed, and shall remain in full force and effect.
6. This Agreement may be executed in any number of
counterparts, each of which shall constitute an original, and all of which
together shall constitute one and the same instrument.
7. This Agreement shall be binding upon and shall inure to the
benefit of Borrower and Lender and their respective successors and assigns. This
Agreement shall be governed by the law of the State of New York. This Agreement
may not be modified orally, but only by a writing executed by both parties
hereto.
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IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date and year first above written.
FIRST UNION NATIONAL BANK
By: /s/ Xxxxxxx X. Xxxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxxx
Title: Vice President
ALEXANDERS, INC.
By: /s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
Title: Executive Vice President
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STATE OF New York )
) ss.:
COUNTY OF New York )
On the 27th day of April in the year 2001, before me, the undersigned,
a Notary Public in and for said State, personally appeared Xxxxxxx X. Xxxxxxxxxx
, personally known to me or proved to me on the basis of satisfactory evidence
to be the individual whose name is subscribed to the within instrument and
acknowledged to me that he/she executed the same in his/her capacity, and that
by his/her signature on the instrument, the individual, or the person upon
behalf of which the individual acted, executed the instrument.
/s/ Xxxxxxxx X. Xxxxxx
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Notary Public
Xxxxxxxx X. Xxxxxx
Notary Public, State of New York
No. 4841047
Qualified in Suffolk County
Commission Expires March 30, 2003
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STATE OF New Jersey )
) ss.:
COUNTY OF Bergen )
On the 20th day of April in the year 2001, before me, the undersigned,
a Notary Public in and for said State, personally appeared Xxxxxx Xxxxxx,
personally known to me or proved to me on the basis of satisfactory evidence to
be the individual whose name is subscribed to the within instrument and
acknowledged to me that he/she executed the same in his/her capacity, and that
by his/her signature on the instrument, the individual, or the person upon
behalf of which the individual acted, executed the instrument.
/s/ Xxxxxxx Xxxxxxx
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Notary Public
Xxxxxxx Xxxxxxx
Notary Public of New Jersey
My Commission Expires Feb. 6, 2006.
