LIMITED PARTNERSHIP AGREEMENT OF URBAN EDGE PROPERTIES L.P. Dated as of: [·], 2015Limited Partnership Agreement • November 13th, 2014 • Urban Edge Properties • Real estate • Delaware
THIS LIMITED PARTNERSHIP AGREEMENT OF Urban Edge Properties L.P. (this “Agreement”), dated as of [·], 2015, is entered into by and among Urban Edge Properties, a Maryland real estate investment trust (the “General Partner”), as the general partner of and a limited partner in the Partnership, and the General Partner, on behalf of and as attorney in fact for each of the persons and entities identified on Exhibit A hereof as a Limited Partner in the Partnership, together with any other Persons who become Partners in the Partnership as provided herein.
TRANSITION SERVICES AGREEMENT DATED AS OF [·], 2015 BETWEEN VORNADO REALTY TRUST AND URBAN EDGE PROPERTIESTransition Services Agreement • November 13th, 2014 • Urban Edge Properties • Real estate • New York
This Transition Services Agreement (this “Agreement”) is entered into and effective as of [·], 2015 (the “Effective Date”), by and between Vornado Realty Trust, a Maryland real estate investment trust (“Provider”), and Urban Edge Properties, a Maryland real estate investment trust (“Recipient”). Provider and Recipient may each be referred to herein as a “Party,” and are collectively referred to as the “Parties.”
TAX MATTERS AGREEMENT BETWEEN VORNADO REALTY TRUST AND URBAN EDGE PROPERTIES DATED AS OF [·], 2015Tax Matters Agreement • November 13th, 2014 • Urban Edge Properties • Real estate • New York
THIS TAX MATTERS AGREEMENT (the “Agreement”) is dated as of [·], 2015, by and among Vornado Realty Trust, a Maryland real estate investment trust (“Parent”) and Urban Edge Properties, a Maryland real estate investment trust and a Subsidiary of Parent immediately prior to the Distribution (as defined below) (“Spinco” and, together with Parent, the “Parties”, and each, a “Party”). Unless otherwise indicated, all “Section” references in this Agreement are to sections of the Agreement.
EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN VORNADO REALTY TRUST, VORNADO REALTY L.P., URBAN EDGE PROPERTIES AND URBAN EDGE PROPERTIES, L.P. DATED AS OF , 2015 EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • November 13th, 2014 • Urban Edge Properties • Real estate • New York
This EMPLOYEE MATTERS AGREEMENT (the “Agreement”), dated as of , 2015, is by and among Vornado Realty Trust, a Maryland real estate investment trust (“VNO”), Vornado Realty L.P., a Delaware limited partnership (“VRLP”), Urban Edge Properties, a Maryland real estate investment trust (“UE”), and Urban Edge Properties, L.P., a Delaware limited partnership (“UE, L.P.” and together with VNO, VRLP and UE, each a “Party” and collectively, the “Parties”).
SEPARATION AND DISTRIBUTION AGREEMENT BY AND AMONG VORNADO REALTY TRUST, VORNADO REALTY L.P., URBAN EDGE PROPERTIES AND URBAN EDGE PROPERTIES L.P. DATED AS OF [·], 2015Separation and Distribution Agreement • November 13th, 2014 • Urban Edge Properties • Real estate • New York
This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of [·], 2015 (this “Agreement”), is by and among Vornado Realty Trust, a Maryland real estate investment trust (“Vornado”), Vornado Realty L.P., a Delaware limited partnership (“VRLP”), Urban Edge Properties, a Maryland real estate investment trust (“UE”), and Urban Edge Properties L.P., a Delaware limited partnership (“UE L.P.”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
LOAN AGREEMENT Dated as of March 25, 2013 Between VNO BERGEN MALL OWNER LLC, as Borrower and WELLS FARGO BANK, NATIONAL ASSOCIATION, as LenderLoan Agreement • November 13th, 2014 • Urban Edge Properties • Real estate • New York
This LOAN AGREEMENT, dated as of March 25, 2013 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between WELLS FARGO BANK, NATIONAL ASSOCIATION, having an address at One Wells Fargo Center, 1901 Harrison Street, 2nd Floor, Oakland, California 94612 (together with its successors and assigns, “Lender”), and VNO BERGEN MALL OWNER LLC, a Delaware limited liability company, having an address at 888 Seventh Avenue, New York, New York 10106 (together with its permitted successors and assigns, “Borrower”).
LOAN AND SECURITY AGREEMENT Dated as of August 18, 2010 between THE ENTITIES SET FORTH ON SCHEDULE 1 ATTACHED HERETO, collectively, as Borrower and TOWSON VF L.L.C., as Maryland Owner and VORNADO FINANCE II L.P., as LenderLoan and Security Agreement • November 13th, 2014 • Urban Edge Properties • Real estate • Maryland
THIS LOAN AND SECURITY AGREEMENT, dated as of this 18th day of August, 2010 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), by and among VORNADO FINANCE II, L.P., a Delaware limited partnership, having an address at c/o Vornado Realty Trust, 888 Seventh Avenue, New York, New York 10019 (together with its successors and assigns, “Lender”), THE ENTITIES SET FORTH ON SCHEDULE 1 ATTACHED HERETO, each having an address at c/o Vornado Realty Trust, 888 Seventh Avenue, New York, New York 10019 (each, an “Individual Borrower” and, collectively, “Borrower”), and TOWSON VF L.L.C. a Maryland limited liability company, having an address at c/o Vornado Realty Trust, 888 Seventh Avenue, New York, New York 10019 (“Maryland Owner”).
