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EXHIBIT 10.2
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into
as of April 15, 1997 by and between VORNADO REALTY TRUST, a Maryland real estate
investment trust (the "Company"), and the holders of Units listed on Schedule A
hereto (individually, a "Holder").
WHEREAS, each Holder is receiving on the date hereof Class C, Class D
or Class E units of limited partnership interest ("Units", which term shall
include any Class A units of limited partnership interest into which such Class
C, Class D or Class E units may be converted pursuant to section 4.2.D of the
Partnership Agreement as defined in Section 1 hereof) in Vornado Realty L.P., a
Delaware limited partnership (the "Partnership");
WHEREAS, in connection therewith, the Company has agreed to grant to
each Holder the Registration Rights (as defined in Section 1 hereof);
NOW, THEREFORE, the parties hereto, in consideration of the foregoing,
the mutual covenants and agreements hereinafter set forth, and other good and
valuable consideration, the receipt and sufficiency of which hereby are
acknowledged, hereby agree as follows:
SECTION 1. REGISTRATION RIGHTS
If Holder receives common shares of beneficial interest of the Company
("Common Shares") upon redemption of Units (the "Redemption Shares") pursuant to
the terms of the First Amended and Restated Agreement of Limited Partnership of
the Partnership, as the same may be amended from time to time (the "Partnership
Agreement"), then, unless such Redemption Shares are issued to such Holder
pursuant to an Issuer Registration Statement as provided in Section 2 below,
Holder shall be entitled to offer for sale pursuant to a shelf registration
statement the Redemption Shares, subject to the terms and conditions set forth
in Section 3 hereof (the "Registration Rights").
SECTION 2. ISSUER REGISTRATION STATEMENT
Anything contained herein to the contrary notwithstanding, in the event
that the Redemption Shares are issued by the Company to Holder pursuant to an
effective registration statement (an "Issuer Registration Statement") filed with
the Securities and Exchange Commission (the "Commission"), the Company shall be
deemed to have satisfied all of its registration obligations under this
Agreement.
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SECTION 3. DEMAND REGISTRATION RIGHTS
3.1 (a) Registration Procedure. Unless such Redemption Shares are
issued pursuant to an Issuer Registration Statement as provided in Section 2
hereof, then subject to Sections 3.1(c) and 3.2 hereof, if any Holder desires to
exercise its Registration Rights with respect to the Redemption Shares, the
Holder shall deliver to the Company a written notice (a "Redemption Notice")
informing the Company of such exercise and specifying the number of shares to be
offered by such Holder (such shares to be offered being referred to herein as
the "Registrable Securities"). Such notice may be given at any time on or after
the date a notice of redemption is delivered by the Holder to the Partnership
pursuant to the Partnership Agreement, but must be given at least fifteen (15)
Business Days prior to the consummation of the sale of Registrable Securities.
As used in this Agreement, a "Business Day" is any Monday, Tuesday, Wednesday,
Thursday or Friday other than a day on which banks and other financial
institutions are authorized or required to be closed for business in the State
of New York or Maryland. Upon receipt of the Registration Notice, the Company,
if it has not already caused the Registrable Securities to be included as part
of an existing shelf registration statement and related prospectus that the
Company then has on file with the Commission (the "Shelf Registration
Statement") (in which event the Company shall be deemed to have satisfied its
registration obligation under this Section 3), will cause to be filed with the
Commission as soon as reasonably practicable after receiving the Registration
Notice a new registration statement and related prospectus (a "New Registration
Statement") that complies as to form in all material respects with applicable
Commission rules providing for the sale by the Holder of the Registrable
Securities, and agrees (subject to Section 3.2 hereof) to use its best efforts
to cause such New Registration Statement to be declared effective by the
Commission as soon as practicable. (As used herein, "Registration Statement" and
"Prospectus" refer to the Shelf Registration Statement and related prospectus
(including any preliminary prospectus) or the New Registration Statement and
related prospectus (including any preliminary prospectus), whichever is utilized
by the Company to satisfy Holder's Registration Rights pursuant to this Section
3, including in each case any documents incorporated therein by reference. Each
Holder agrees to provide in a timely manner information regarding the proposed
distribution by such Holder of the Registrable Securities and such other
information reasonably requested by the Company in connection with the
preparation of and for inclusion in the Registration Statement. The Company
agrees (subject to Section 3.2 hereof) to use its best efforts to keep the
Registration Statement effective (including the preparation and filing of any
amendments and supplements necessary for that purpose) until the earlier of (i)
the date on which Holder consummates the sale of all of the Registrable
Securities registered under the Registration Statement, or (ii) the date on
which all of the Registrable Securities are eligible for sale pursuant to Rule
144(k) (or any successor provision) or in a single transaction pursuant to Rule
144(e) (or any successor provision) under the Securities Act of 1933, as amended
(the "Act"). The Company agrees to provide to Holder a reasonable number of
copies of the final Prospectus and any amendments or supplements thereto.
Notwithstanding the foregoing, the Company may at any time, in its sole
discretion and prior to receiving any Redemption Notice from any Holder, include
all of Holder's Redemption Shares or any portion thereof in any Shelf
Registration Statement. In connection with any Registration Statement utilized
by the Company to satisfy Holder's Registration Rights pursuant to this Section
3, Holder agrees that it will respond within five (5) Business Days to any
request by the Company to provide or
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verify information regarding Holder or Holder's Registrable Securities as may be
required to be included in such Registration Statement pursuant to the rules and
regulations of the Commission.
(b) Offers and Sales. All offers and sales by a Holder under the
Registration Statement referred to in this Section 3 shall be completed within
the period during which the Registration Statement is required to remain
effective pursuant to Section 3.1(a) of this Section 3, and upon expiration of
such period Holder will not offer or sell any Registrable Securities under the
Registration Statement. If directed by the Company, the Holder will return all
undistributed copies of the Prospectus in its possession upon the expiration of
such period.
(c) Limitations on Registration Rights. Each exercise of a Registration
Right shall be with respect to a minimum of the lesser of (i) fifty thousand
(50,000) Common Shares or (ii) the total number of Redemption Shares held by the
exercising Holder at such time plus the number of Redemption Shares that may be
issued upon redemption of Units by Holder. The right of any Holder to deliver a
Registration Notice commences upon the first date the Holder is permitted to
redeem Units pursuant to the Partnership Agreement. The right of any Holder to
deliver a Registration Notice shall expire on the date on which all of the
Redemption Shares held by the Holder or issuable upon redemption of Units held
by the Holder are eligible for sale pursuant to Rule 144(k) (or any successor
provision) or in a single transaction pursuant to Rule 144(e) (or any successor
provision) under the Act. The Registration Rights granted pursuant to this
Section 3.1 may not be exercised in connection with any underwritten public
offering by the Company or by Holder without the prior written consent of the
Company.
3.2 Suspension of Offering. Upon any notice by the Company, either
before or after a Holder has delivered a Registration Notice, that a negotiation
or consummation of a transaction by the Company or any of its subsidiaries is
pending or an event has occurred, which negotiation, consummation or event would
require additional disclosure by the Company in the Registration Statement of
material information which the Company has a bona fide business purpose for
keeping confidential and the nondisclosure of which in the Registration
Statement might cause the Registration Statement to fail to comply with
applicable disclosure requirements (a "Materiality Notice"), Holder agrees that
it will immediately discontinue offers and sales of the Registrable Securities
under the Registration Statement until Holder receives copies of a supplemented
or amended Prospectus that corrects the misstatement(s) or omission(s) referred
to above and receives notice that any post-effective amendment has become
effective; provided, that the Company may delay, suspend or withdraw the
Registration Statement for such reason for no more than sixty (60) days after
delivery of the Materiality Notice at any one time. If so directed by the
Company, Holder will deliver to the Company all copies of the Prospectus
covering the Registrable Securities current at the time of receipt of any
Materiality Notice.
3.3 Qualification. The Company agrees to use its best efforts to
register or qualify the Registrable Securities by the time the applicable
Registration Statement is declared effective by the Commission under all
applicable state securities or "blue sky" laws of such jurisdictions as Holder
shall reasonably request in writing, to keep each such registration or
qualification effective during the period such Registration Statement is
required to be kept
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effective or during the period offers or sales are being made by Holder after
delivery of a Registration Notice to the Company, whichever is shorter, and to
do any and all other acts and things which may be reasonably necessary or
advisable to enable Holder to consummate the disposition in each such
jurisdiction of the Registrable Securities owned by Holder; provided, however,
that the Company shall not be required to (x) qualify generally to do business
in any jurisdiction or to register as a broker or dealer in such jurisdiction
where it would not otherwise be required to qualify but for this Section 3.3,
(y) subject itself to taxation in any such jurisdiction, or (z) submit to the
general service of process in any such jurisdiction.
3.4 Indemnification by the Company. The Company agrees to indemnify and
hold harmless each Holder and each person, if any, who controls any Holder
within the meaning of Section 15 of the Securities Act or Section 20 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), as follows:
(i) against any and all loss, liability, claim, damage and
expense whatsoever, as incurred, arising out of or based upon any
untrue statement or alleged untrue statement of a material fact
contained in any Registration Statement (or any amendment thereto)
pursuant to which the Registrable Securities were registered under the
Securities Act, including all documents incorporated therein by
reference, or the omission or alleged omission therefrom of a material
fact required to be stated therein or necessary to make the statements
therein not misleading or arising out of or based upon any untrue
statement or alleged untrue statement of a material fact contained in
any Prospectus (or any amendment or supplement thereto), including all
documents incorporated therein by reference, or the omission or alleged
omission therefrom of a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they
were made, not misleading;
(ii) against any and all loss, liability, claim, damage and
expense whatsoever, as incurred, to the extent of the aggregate amount
paid in settlement of any litigation, or investigation or proceeding by
any governmental agency or body, commenced or threatened, or of any
claim whatsoever based upon any such untrue statement or omission, or
any such alleged untrue statement or omission, if such settlement is
effected with the written consent of the Company; and
(iii) against any and all expense whatsoever, as incurred
(including reasonable fees and disbursements of counsel), reasonably
incurred in investigating, preparing or defending against any
litigation, or investigation or proceeding by any governmental agency
or body, commenced or threatened, in each case whether or not a party,
or any claim whatsoever based upon any such untrue statement or
omission, or any such alleged untrue statement or omission, to the
extent that any such expense is not paid under subparagraph (i) or (ii)
above;
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provided, however, that the indemnity provided pursuant to this Section 3.4 does
not apply to any Holder with respect to any loss, liability, claim, damage or
expense to the extent arising out of (A) any untrue statement or omission or
alleged untrue statement or omission made in reliance upon and in conformity
with written information furnished to the Company by such Holder expressly for
use in the Registration Statement (or any amendment thereto) or the Prospectus
(or any amendment or supplement thereto), or (B) such Holder's failure to
deliver an amended or supplemented Prospectus if such loss, liability, claim,
damage or expense would not have arisen had such delivery occurred.
3.5 Indemnification by Holder. Each Holder (and each permitted assignee
of such Holder, on a several basis) agrees to indemnify and hold harmless the
Company, and each of its trustees/directors and officers (including each
trustee/director and officer of the Company who signed a Registration
Statement), and each person, if any, who controls the Company within the meaning
of Section 15 of the Securities Act or Section 20 of the Exchange Act, as
follows:
(i) against any and all loss, liability, claim, damage and
expense whatsoever, as incurred, arising out of or based upon any
untrue statement or alleged untrue statement of a material fact
contained in any Registration Statement (or any amendment thereto)
pursuant to which the Registrable Securities were registered under the
Securities Act, including all documents incorporated therein by
reference, or the omission or alleged omission therefrom of a material
fact required to be stated therein or necessary to make the statements
therein not misleading or arising out of or based upon any untrue
statement or alleged untrue statement of a material fact contained in
any Prospectus (or any amendment or supplement thereto), including all
documents incorporated therein by reference, or the omission or alleged
omission therefrom of a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they
were made, not misleading;
(ii) against any and all loss, liability, claim, damage and
expense whatsoever, as incurred, to the extent of the aggregate amount
paid in settlement of any litigation, or investigation or proceeding by
any governmental agency or body, commenced or threatened, or of any
claim whatsoever based upon any such untrue statement or omission, or
any such alleged untrue statement or omission, if such settlement is
effected with the written consent of Holder; and
(iii) against any and all expense whatsoever, as incurred
(including reasonable fees and disbursements of counsel), reasonably
incurred in investigating, preparing or defending against any
litigation, or investigation or proceeding by any governmental agency
or body, commenced or threatened, in each case whether or not a party,
or any claim whatsoever based upon any such untrue statement or
omission, or any such alleged untrue statement or omission, to the
extent that any such expense is not paid under subparagraph (i) or (ii)
above;
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provided, however, that the indemnity provided pursuant to this Section 3.5
shall only apply with respect to any loss, liability, claim, damage or expense
to the extent arising out of (A) any untrue statement or omission or alleged
untrue statement or omission made in reliance upon and in conformity with
written information furnished to the Company by such Holder expressly for use in
the Registration Statement (or any amendment thereto) or the Prospectus (or any
amendment or supplement thereto), or (B) such Holder's failure to deliver an
amended or supplemental Prospectus if such loss, liability, claim, damage or
expense would not have arisen had such delivery occurred. Notwithstanding the
provisions of this Section 3.5, a Holder and any permitted assignee shall not be
required to indemnify the Company, its officers, trustees/directors or control
persons with respect to any amount in excess of the amount of the total proceeds
to such Holder or such permitted assignee, as the case may be, from sales of the
Registrable Securities of such Holder under the Registration Statement, and no
Holder shall be liable under Section 3.5 for any statements or omissions of any
other Holder.
3.6 Conduct of Indemnification Proceedings. An indemnified party
hereunder shall give reasonably prompt notice to the indemnifying party of any
action or proceeding commenced against it in respect of which indemnity may be
sought hereunder, but failure to so notify the indemnifying party (i) shall not
relieve it from any liability which it may have under the indemnity agreement
provided in Section 3.4 or 3.5 above, unless and to the extent it did not
otherwise learn of such action and the lack of notice by the indemnified party
results in the forfeiture by the indemnifying party of substantial rights and
defenses, and (ii) shall not, in any event, relieve the indemnifying party from
any obligations to the indemnified party other than the indemnification
obligation provided under Section 3.4 or 3.5 above. If the indemnifying party so
elects within a reasonable time after receipt of such notice, the indemnifying
party may assume the defense of such action or proceeding at such indemnifying
party's own expense with counsel chosen by the indemnifying party and approved
by the indemnified party, which approval shall not be unreasonably withheld;
provided, however, that the indemnifying party will not settle any such action
or proceeding without the written consent of the indemnified party unless, as a
condition to such settlement, the indemnifying party secures the unconditional
release of the indemnified party; and provided further, that if the indemnified
party reasonably determines that a conflict of interest exists where it is
advisable for the indemnified party to be represented by separate counsel or
that, upon advice of counsel, there may be legal defenses available to it which
are different from or in addition to those available to the indemnifying party,
then the indemnifying party shall not be entitled to assume such defense and the
indemnified party shall be entitled to separate counsel at the indemnifying
party's expense. If the indemnifying party is not entitled to assume the defense
of such action or proceeding as a result of the second proviso to the preceding
sentence, the indemnifying party's counsel shall be entitled to conduct the
indemnifying party's defense and counsel for the indemnified party shall be
entitled to conduct the defense of the indemnified party, it being understood
that both such counsel will cooperate with each other to conduct the defense of
such action or proceeding as efficiently as possible. If the indemnifying party
is not so entitled to assume the defense of such action or does not assume such
defense, after having received the notice referred to in the first sentence of
this paragraph, the indemnifying party will pay the reasonable fees and expenses
of counsel for the indemnified party. In such event, however, the indemnifying
party will not be liable for any settlement effected without the written consent
of the indemnifying party. If an indemnifying party is entitled to assume, and
assumes, the defense of such action or
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proceeding in accordance with this paragraph, the indemnifying party shall not
be liable for any fees and expenses of counsel for the indemnified party
incurred thereafter in connection with such action or proceeding.
3.7 Contribution. In order to provide for just and equitable
contribution in circumstances in which the indemnity agreement provided for in
Sections 3.4 and 3.5 above is for any reason held to be unenforceable by the
indemnified party although applicable in accordance with its terms, the Company
and the relevant Holder shall contribute to the aggregate losses, liabilities,
claims, damages and expenses of the nature contemplated by such indemnity
agreement incurred by the Company and the Holder, (i) in such proportion as is
appropriate to reflect the relative fault of the Company on the one hand and the
Holder on the other, in connection with the statements or omissions which
resulted in such losses, claims, damages, liabilities or expenses, or (ii) if
the allocation provided by clause (i) above is not permitted by applicable law,
in such proportion as is appropriate to reflect not only the relative fault of
but also the relative benefits to the Company on the one hand and the Holder on
the other, in connection with the statements or omissions which resulted in such
losses, claims, damages, liabilities or expenses, as well as any other relevant
equitable considerations. The relative benefits to the indemnifying party and
indemnified party shall be determined by reference to, among other things, the
total proceeds received by the indemnifying party and indemnified party in
connection with the offering to which such losses, claims, damages, liabilities
or expenses relate. The relative fault of the indemnifying party and indemnified
party shall be determined by reference to, among other things, whether the
action in question, including any untrue or alleged untrue statement of a
material fact or omission or alleged omission to state a material fact, has been
made by, or relates to information supplied by, the indemnifying party or the
indemnified party, and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such action.
The parties hereto agree that it would not be just or equitable if
contribution pursuant to this Section 3.7 were determined by pro rata allocation
or by any other method of allocation which does not take account of the
equitable considerations referred to in the immediately preceding paragraph.
Notwithstanding the provisions of this Section 3.7, a Holder shall not be
required to contribute any amount in excess of the amount of the total proceeds
to the Holder from sales of the Registrable Securities of such Holder under the
Registration Statement.
Notwithstanding the foregoing, no person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. For purposes of this Section 3.7, each person, if any, who
controls a Holder within the meaning of Section 15 of the Securities Act shall
have the same rights to contribution as the Holder, and each trustee/director of
the Company, each officer of the Company who signed a Registration Statement and
each person, if any, who controls the Company within the meaning of Section 15
of the Securities Act shall have the same rights to contribution as the Company.
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SECTION 4. EXPENSES
The Company shall pay all expenses incident to the performance by it of
its registration obligations under Sections 2 and 3, including (i) all stock
exchange, Commission and state securities registration, listing and filing fees,
(ii) all expenses incurred in connection with the preparation, printing and
distributing of any Issuer Registration Statement or Registration Statement and
Prospectus, and (iii) fees and disbursements of counsel for the Company and of
the independent public accountants of the Company. Each Holder shall be
responsible for the payment of any brokerage and sales commissions, fees and
disbursements of the Holder's counsel, accountants and other advisors, and any
transfer taxes relating to the sale or disposition of the Registrable Securities
by such Holder pursuant to Section 3 or otherwise.
SECTION 5. RULE 144 COMPLIANCE
The Company covenants that it will use its best efforts to timely file
the reports required to be filed by the Company under the Securities Act and the
Exchange Act so as to enable each Holder to sell Registrable Securities pursuant
to Rule 144 under the Securities Act. In connection with any sale, transfer or
other disposition by any Holder of any Registrable Securities pursuant to Rule
144 under the Securities Act, the Company shall cooperate with the Holder to
facilitate the timely preparation and delivery of certificates representing
Registrable Securities to be sold and not bearing any Securities Act legend, and
enable certificates for such Registrable Securities to be for such number of
shares and registered in such names as Holder may reasonably request at least
ten (10) Business Days prior to any sale of Registrable Securities hereunder.
SECTION 6. MISCELLANEOUS
6.1 Integration; Amendment. This Agreement constitutes the entire
agreement among the parties hereto with respect to the matters set forth herein
and supersedes and renders of no force and effect all prior oral or written
agreements, commitments and understandings among the parties with respect to the
matters set forth herein. Except as otherwise expressly provided in this
Agreement, no amendment, modification or discharge of this Agreement shall be
valid or binding unless set forth in writing and duly executed by the Company
and each Holder against whom such amendment, modification or discharge is sought
to be enforced.
6.2 Waivers. No waiver by a party hereto shall be effective unless made
in a written instrument duly executed by the party against whom such waiver is
sought to be enforced, and only to the extent set forth in such instrument.
Neither the waiver by any of the parties hereto of a breach or a default under
any of the provisions of this Agreement, nor the failure of any of the parties,
on one or more occasions, to enforce any of the provisions of this Agreement or
to exercise any right or privilege hereunder shall thereafter be construed as a
waiver of any subsequent breach or default of a similar nature, or as a waiver
of any such provisions, rights or privileges hereunder.
6.3 Assignment; Successors and Assigns. This Agreement and the rights
granted hereunder may not be assigned by any Holder without the written consent
of the
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Company; provided, however, that a Holder may assign its rights and obligations
hereunder, following at least ten (10) days' prior written notice to the
Company, (i) to the direct equity owners (e.g., partners or members) or
beneficiaries in connection with a distribution of such Holder's Units to its
equity owners or beneficiaries and (ii) to a permitted transferee in connection
with a transfer of such Holder's Units in accordance with the terms of the
Partnership Agreement, if, in the case of (i) and (ii) above, such persons agree
in writing to be bound by all of the provisions hereof. This Agreement shall
inure to the benefit of and be binding upon the successors and permitted assigns
of all of the parties hereto.
6.4 Burden and Benefit. This Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective heirs, executors,
personal and legal representatives, successors and, subject to Section 6.3
above, assigns.
6.5 Notices. All notices called for under this Agreement shall be in
writing and shall be deemed given upon receipt if delivered personally or by
facsimile transmission and followed promptly by mail, or mailed by registered or
certified mail (return receipt requested), postage prepaid, to the parties at
the addresses set forth opposite their names in Schedule A hereto, or to any
other address or addressee as any party entitled to receive notice under this
Agreement shall designate, from time to time, to others in the manner provided
in this Section 6.5 for the service of notices; provided, however, that notices
of a change of address shall be effective only upon receipt thereof. Any notice
delivered to the party hereto to whom it is addressed shall be deemed to have
been given and received on the day it was received; provided, however, that if
such day is not a Business Day then the notice shall be deemed to have been
given and received on the Business Day next following such day and if any party
rejects delivery of any notice attempted to be given hereunder, delivery shall
be deemed given on the date of such rejection. Any notice sent by facsimile
transmission shall be deemed to have been given and received on the Business Day
next following the transmission.
6.6 Specific Performance. The parties hereto acknowledge that the
obligations undertaken by them hereunder are unique and that there would be no
adequate remedy at law if any party fails to perform any of its obligations
hereunder, and accordingly agree that each party, in addition to any other
remedy to which it may be entitled at law or in equity, shall be entitled to (i)
compel specific performance of the obligations, covenants and agreements of any
other party under this Agreement in accordance with the terms and conditions of
this Agreement and (ii) obtain preliminary injunctive relief to secure specific
performance and to prevent a breach or contemplated breach of this Agreement in
any court of the United States or any State thereof having jurisdiction.
6.7 Governing Law. This Agreement, the rights and obligations of the
parties hereto, and any claims or disputes relating thereto, shall be governed
by and construed in accordance with the laws of the State of Maryland, but not
including the choice of law rules thereof.
6.8 Headings. Section and subsection headings contained in this
Agreement are inserted for convenience of reference only, shall not be deemed to
be a part of this
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Agreement for any purpose, and shall not in any way define or affect the
meaning, construction or scope of any of the provisions hereof.
6.9 Pronouns. All pronouns and any variations thereof shall be deemed
to refer to the masculine, feminine, neuter, singular or plural, as the identity
of the person or entity may require.
6.10 Execution in Counterparts. To facilitate execution, this Agreement
may be executed in as many counterparts as may be required. It shall not be
necessary that the signature of or on behalf of each party appears on each
counterpart, but it shall be sufficient that the signature of or on behalf of
each party appears on one or more of the counterparts. All counterparts shall
collectively constitute a single agreement. It shall not be necessary in any
proof of this Agreement to produce or account for more than a number of
counterparts containing the respective signatures of or on behalf of all of the
parties.
6.11 Severability. If fulfillment of any provision of this Agreement,
at the time such fulfillment shall be due, shall transcend the limit of validity
prescribed by law, then the obligation to be fulfilled shall be reduced to the
limit of such validity; and if any clause or provision contained in this
Agreement operates or would operate to invalidate this Agreement, in whole or in
part, then such clause or provision only shall be held ineffective, as though
not herein contained, and the remainder of this Agreement shall remain operative
and in full force and effect.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be duly executed on its behalf as of the date first hereinabove set
forth.
VORNADO REALTY TRUST
By: /s/ Xxxxxx Xxxxxx
----------------------------
Name: Xxxxxx Xxxxxx
Title: Vice President
EACH OF THE HOLDERS OF
UNITS LISTED ON SCHEDULE A
HERETO
By: /s/ Xxxxx X. Xxxxxxxxx
----------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: As Attorney-in-Fact
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SCHEDULE A
REGISTRATION RIGHTS AGREEMENTS
The Mendik Partnership, L.P.
FW/Mendik REIT, L.L.C.
Mendik RELP Corp.
2750 Associates
Xxxxxx, Trust U/W/O Xxxxx
Xxxxx, Xxxxxx
Xxxxxx, Xxxxx
Ambassador Construction Company, Inc.
Xxxxxxxxxx-Xxxxxx, Xxxxx
Xxx, Xxxxxxx
Xxxxxx, Trust FBO Lysa (Xxxxxxxx)
Xxxx, Xxxxxx
Xxxxxx, Xxxxxxx
Xxxxxx, Estate of Xxxx
Xxxxxx, Xxxx Trust
Xxxxxx, Xxxxx
Xxxxxxxx, Xxxxx
Xxxxxxxx, Xxxx
Xxxxxxxx, Xxxxxxx
Xxxxxxxx, Xxxxxx
Xxxxxxxxx, Xxxxx
Xxxxxxx, Xxxxxxx
Xxxxxxxxxx, Xxxx Xxxxx
Xxxxxxxxx, Xxxxxx
Carb, Xxxxx
Xxxxxx, Xxxxxx
Xxxxxxxx, Xxxxxx
XXX Enterprises
Xxxxxxx, Xxxxxxx
Xxxxxxx, Xxxxxxx UGMA for Xxxxxxx Xxxxxxx
Xxxxx, Xxx
Xxxxxx, Xxxxxxx
Xxxxxxx, Xxxxxxxxxx
Xxxxxxxxx, Xxxxxxx
Xxxxx, Xxx
Xxxxx, Xxxxxx X.
Xxxxx Xxxxxxxxx & Co.
Xxxxxxx, Xxxx X.
Xxxxxxxx, Xxxxxx
Xxxxxxx, Estate of Xxxxxx
Xxxx, Xxxxxx
Xxxx, Xxxxxx
Xxxx, Xxxxxx & Xxxxxx
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SCHEDULE A
REGISTRATION RIGHTS AGREEMENTS
Gold, Xxxxxxxxx
Xxxxxxxx, Xxxxxxxx
Xxxxxxxx, Xxxxxxxx
Xxxxxxxx, Xxxxxxx
Xxxxxxxxxxx, Xxxxxxxx
Xxxxxxxxxxx, Xxxxxxx
Xxxxxxxxxxx, Xxxxxx
Xxxxxxxxxxx, C. Trust U/A/D 7/11/90
Xxxxxxxxxxx, Xxxxxxxx
Xxxxxxxxx, Xxxxxx
Xxxxxxxxx, Xxxxxxxx
Xxxxx, Xxxxxxx
Xxxxx, Xxxxxx
Xxxxxxxxx, Xxxxxxx
X X Xxxxxxx trustee U/W of X X Xxxxxxx
Xxxxxx, Xxxxxx
Harteveldt, Xxxxxx X.
Xxxxxx, Xxxxxxx X.
Xxxxxx, Xxxxxx
Hrusha, Xxxx
Xxxxxx, Xxxx Trust F/B/X
Xxxxxx, Estate of Xxxxx
INS Realty Associates
Xxxxxxxxx Co.
Xxxxx, Xxxxxxxxx
Xxxxx, Xxxxx
Xxxxxxx, Xxxxxx X.
Xxxxx, Xxxxx
Knatten Inc.
Knight, Xxxxxxxx
Xxxxxxxx, Xxxxxxx
Xxxxxxx, Xxxxxx
Xxxxxxx, Xxxxxx UGMA for Xxxx Xxxxxxx
Xxxxxxx, Xxxxxx UGMA for Xxxxxx Xxxxxxx
Xxxxx, Xxxxxx
Xxxxx, Xxxxx
Xxxxxx, Xxxx
Xxxx, Xxxxx X.
Xxxx, Xxx
Xxxxxxx, Xxxxxxx
Xxxxxx, Xxxxxxx
Xxxxxx, Xxxxxx
Xxxx, Xxxxxx
13
SCHEDULE A
REGISTRATION RIGHTS AGREEMENTS
Xxxx, Xxxxxxx
Xxxxxxxxx, Xxxxxx
XxXxx, Partners
Liroff, Xxxxxxxx
Xxxxxx, Xxxxxxx
Xxxxxxxxxx, Xxxxx
Xxxxxx, Xxxxx
Xxxxxx Partners
Xxxxxx, Xxxxxx
Xxxxxx, Xxxxxxx
Xxxxxxx, Xxxx
Xxxxx, Xxxxx
Xxxxx, Xxxxxxx
Xxxxxx, Xxxxx
Xxxxxx, L. & Xxxxxx, E. Trustees u/w/o M Silberst
Mil Equities
Nicardo Corporation
Xxxxxx, Xxxxxxxx
Xxxxxxxxx, Xxxxx X.
Xxxxxxxxx, Xxxx X.
Xxxxxxxxx, Xxxxx
Xxxxxxxxxxx, Xxxxxx X.
Xxxxxxxxxxx, Xxxxxxx
Xxxxxxxx, Family Trust UWO Xxxxx
Xxxxxxxx, Estate of Xxxx X.
Xxxx Partners X.X.
Xxxxxxxx Revocable Trust, 12/12/75
RCAY X.X.
Xxxxxxxx, Xxxxxxx
Xxxxxxxx, Xxxx
Xxxxxxx, H. Xxxxxxx
Xxxxx, Xxxx
Xxxxx, Xxxxxx
Xxxxxxxxx, Xxxx
Xxxxxxxxx, Revocable Living Trust of Xxxx
Xxxxxxxxxx, Xxxxxxx
Xxxxxxxxx, Xxxxxx
Xxxxx, Xxxxxx X.
Xxxxx, Xxxxxx
Xxxxxxxx, Xxxx
Xxxx, Xxxxxx
Xxxxxxx, Estate of Natalie
Xxxxxxx, Xxxxxx
14
SCHEDULE A
REGISTRATION RIGHTS AGREEMENTS
Xxxxxxxx, Trust FBO Xxxxxx
Xxxxxxxx, Trust FBO Xxxxxxxx
Xxxxxxx, Xxxxxx
Xxxxxxx, Xxxxxx X.
Xxxxxx, Xxxxxx
Xxxxxx, Xxxxxx X. & Hanina
Xxxxxx, Xxxxxx & Hanina Trustees
Shasha, Xxxxxx X.
Xxxxxx-Xxxxxxxx, Xxxxxx
Xxxxxxxx Family Partners, L.P.
Shine, Xxxxxxx
Xxxxxxxxxxx, Xxxx X.
Xxxxxxx, Xxxxxx X.
Xxxxxx, Xxxxxx
Xxxx, Xxxxx
Xxxxxx, Estate of Xxxxxx X.
Xxxxxxx, Xxxxxxx Xxxxx
Xxxxxxx, Xxxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxx
Xxxxxxxxx Living Trust
Xxxxx, Trust U/W/O Xxxxxxx
Xxxx, Xxxxx
Xxxx, Xxxxx
Xxxxxxxx, Xxxxxx
Xxxxxxxx, Xxxx
