LIMITED PARTNERSHIP AGREEMENT OF URBAN EDGE PROPERTIES LP Dated as of: January 14, 2015Limited Partnership Agreement • January 21st, 2015 • Urban Edge Properties • Real estate • Delaware
THIS LIMITED PARTNERSHIP AGREEMENT OF Urban Edge Properties LP (this “Agreement”), dated as of January 14, 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.
REVOLVING CREDIT AGREEMENT dated as of January 15, 2015 among URBAN EDGE PROPERTIES LP,Revolving Credit Agreement • January 21st, 2015 • Urban Edge Properties • Real estate • New York
REVOLVING CREDIT AGREEMENT (this “Agreement”) dated as of January 15, 2015 among URBAN EDGE PROPERTIES LP, a limited partnership organized and existing under the laws of the State of Delaware (“Borrower”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, and WELLS FARGO BANK, NATIONAL ASSOCIATION, in its individual capacity and not as Administrative Agent, and the other lenders signatory hereto (said lenders signatory hereto and the lenders who from time to time become Banks pursuant to Section 3.07 or 12.04 and, if applicable, any of the foregoing lenders’ Designated Lenders, each a “Bank” and collectively, the “Banks”) with each of WELLS FARGO SECURITIES, LLC and PNC CAPITAL MARKETS LLC, as a joint lead arranger and joint bookrunner (in such capacities, the “Lead Arrangers”), PNC BANK, NATIONAL ASSOCIATION, as Syndication Agent, and BARCLAYS BANK PLC, CAPITAL ONE, NATIONAL ASSOCATION, CITIBANK, N.A., JPMORGAN CHASE BANK, N.A., MUFG UNION BANK, N.A. and U.S. BANK NATIO
FORM OF URBAN EDGE PROPERTIES 2015 OMNIBUS SHARE PLAN [INCENTIVE/NON-QUALIFIED] STOCK OPTION AGREEMENTStock Option Agreement • January 21st, 2015 • Urban Edge Properties • Real estate • Maryland
STOCK OPTION AGREEMENT (the “Agreement”) made as of the date set forth on Schedule A hereto between Urban Edge Properties, a Maryland real estate investment trust (the “Company”), and the employee of the Company or one of its affiliates listed on Schedule A (the “Employee”).
TRANSITION SERVICES AGREEMENT DATED AS OF JANUARY 15, 2015 BETWEEN VORNADO REALTY TRUST AND URBAN EDGE PROPERTIESTransition Services Agreement • January 21st, 2015 • Urban Edge Properties • Real estate • New York
This Transition Services Agreement (this “Agreement”) is entered into and effective as of January 15, 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.”
FORM OF URBAN EDGE PROPERTIES 2015 OMNIBUS SHARE PLAN RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • January 21st, 2015 • Urban Edge Properties • Real estate • Maryland
RESTRICTED STOCK AGREEMENT (the “Agreement” or “Restricted Stock Agreement”), made as of the date set forth on Schedule A hereto between URBAN EDGE PROPERTIES, a Maryland real estate investment trust (the “Company”), and the employee of the Company or one of its affiliates listed on Schedule A (the “Employee”).
URBAN EDGE PROPERTIES 2015 OMNIBUS SHARE PLAN NON-EMPLOYEE TRUSTEE RESTRICTED LTIP UNIT AGREEMENTRestricted Ltip Unit Agreement • January 21st, 2015 • Urban Edge Properties • Real estate • Maryland
RESTRICTED LTIP UNIT AGREEMENT (the “Agreement” or “Restricted LTIP Unit Agreement”) made as of the date set forth on Schedule A hereto between URBAN EDGE PROPERTIES, a Maryland real estate investment trust (the “Company”), its subsidiary Urban Edge Properties LP, a Delaware limited partnership (the “Partnership”), and the trustee of the Company or one of its affiliates listed on Schedule A (the “Grantee”).
TAX MATTERS AGREEMENT BETWEEN VORNADO REALTY TRUST AND URBAN EDGE PROPERTIES DATED AS OF JANUARY 15, 2015Tax Matters Agreement • January 21st, 2015 • Urban Edge Properties • Real estate • New York
THIS TAX MATTERS AGREEMENT (the “Agreement”) is dated as of January 15, 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 LP DATED AS OF JANUARY 15, 2015 EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • January 21st, 2015 • Urban Edge Properties • Real estate • New York
This EMPLOYEE MATTERS AGREEMENT (the “Agreement”), dated as of January 15, 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 LP, a Delaware limited partnership (“UELP” 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 LP DATED AS OF JANUARY 14, 2015Separation and Distribution Agreement • January 21st, 2015 • Urban Edge Properties • Real estate • New York
This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of January 14, 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 LP, a Delaware limited partnership (“UELP”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
Jeffrey Olson Dear Jeff:Employment Agreement • January 21st, 2015 • Urban Edge Properties • Real estate
Reference is made to the Amended and Restated Employment Agreement, dated November 18, 2014 (the “Employment Agreement”), by and between Vornado Realty Trust (the “Company”) and you. This letter agreement sets forth the terms of an amendment to your Employment Agreement in accordance with Section 16(a) of your Employment Agreement. Capitalized terms used but not defined in this letter agreement have the respective meanings given to such terms in your Employment Agreement. Your Employment Agreement is hereby amended as follows:
FORM OF URBAN EDGE PROPERTIES OMNIBUS SHARE PLAN RESTRICTED LTIP UNIT AGREEMENTRestricted Ltip Unit Agreement • January 21st, 2015 • Urban Edge Properties • Real estate • Maryland
RESTRICTED LTIP UNIT AGREEMENT (the “Agreement” or “Restricted LTIP Unit Agreement”) made as of the date set forth on Schedule A hereto between URBAN EDGE PROPERTIES, a Maryland real estate investment trust (the “Company”), its subsidiary Urban Edge Properties LP, a Delaware limited partnership (the “Partnership”), and the employee of the Company or one of its affiliates listed on Schedule A (the “Employee”).
