exhibit10_17.htm


    
      

      

    

    AMENDMENT
      TO REGISTRATION RIGHTS AGREEMENT

    


    


    


    THIS
      AMENDMENT (the "Amendment") dated
      as of December 31, 2001 (the "Effective Date") to the Registration Rights
      Agreement dated as of January 8, 1998 (as modified by Waiver and Amendment
      dated
      September 14, 2001, the "Registration Rights Agreement"), is made by and among
      Urstadt Biddle Properties Inc. (formerly "HRE Properties, Inc." and hereinafter
      referred to as the "Company") and Wells Fargo & Company and Retirement Plan
      of The Bank of New York Company, Inc. (each individually a "Remaining Initial
      Purchaser" and collectively, the "Remaining Initial Purchasers").

    


    


    WITNESSETH

    


    


    WHEREAS,
      Borrower, Cobalt Capital LLC
      ("Cobalt" and previously also an Initial Purchaser), together with the Remaining
      Initial Purchasers, entered into the Registration Rights Agreement;
      and

    


    WHEREAS,
      in November, 2001, at the
      request of Cobalt, the Company repurchased all of Cobalt's shares of the
      Preferred Stock and retired such stock so that as of the Effective Date all
      of
      the shares of Preferred Stock are owned by the Remaining Initial Purchasers;
      and

    


    WHEREAS,
      the Company and the Remaining
      Initial Purchasers wish to amend the Registration Rights Agreement.

    


    NOW
      THEREFORE, for good and valuable
      consideration, the parties hereto agree as follows:

    


    1.           Capitalized
      terms used but not defined herein shall have the meanings given to them in
      the
      Registration Rights Agreement.  As used in the Registration Rights
      Agreement, the terms "Purchasers" and "Initial Purchasers" hereafter shall
      include the "Remaining Initial Purchasers", but shall no longer include
      Cobalt.

    


    2.        
       Registration
      of the
      Preferred Stock.  Upon the Effective Date, Section 2(a) of the
      Registration Rights Agreement is deleted in its entirety and is replaced with
      the following:

    


    "(a)           Upon
      receipt of a written request from either of the Remaining Initial Purchasers
      that the Company register the Preferred Stock, the Company shall prepare and
      file with the Commission a Registration Statement under the Securities Act
      relating to the offer and sale of the Registrable Securities and shall use
      its
      reasonable best efforts to cause the Commission to declare such Registration
      Statement to be effective under the Securities Act within ninety (90) days
      after
      receipt of such written request, all in accordance with the terms of this
      Agreement."


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    


    3.          
      Listing
      of the Preferred
      Stock..  Upon the Effective Date, Section 3(g) of the
      Registration Rights Agreement is deleted in its entirety and is replaced with
      the following:

    


    "(g)   upon
      the Commission declaring effective any Registration Statement relating to the
      offer and sale of the Registrable Securities, use its reasonable best efforts
      to
      cause the listing of the Preferred Stock on the New York Stock Exchange, Inc.
      (the "NYSE") or, if the Preferred Stock shall not then be eligible for listing
      on the NYSE, to apply for listing of the Preferred Stock on the American Stock
      Exchange, Inc. (the "AMEX") or, if the Preferred Stock shall not then be
      eligible for listing on the AMEX, to apply for quotation of the Preferred Stock
      through the National Association of Securities Dealers, Inc. Automated Quotation
      System (the date of any such listing, the "Listing Date");"

    


    4.  
Miscellaneous.  (a)  The
      Registration Rights Agreement, as amended by this Amendment, is and shall
      continue to be in full force and effect and is hereby in all respects ratified
      and confirmed.  On and after the Effective Date, each reference in the
      Registration Rights Agreement to "this Agreement", "hereunder", "hereof" or
      words of like import referring to the Registration Rights Agreement shall be
      a
      reference to the Registration Rights Agreement as amended by this
      Amendment.

    


    (b)           This
      Amendment may be executed in any number of counterparts, each of which shall
      be
      and shall be taken to be an original, and all such counterparts shall together
      constitute one and the same instrument.

    


    (c)           This
      amendment shall be construed in accordance with and governed by the law of
      the
      State of New York without giving effect to the conflict of laws principles
      thereof.

    


    


    


    


    


     

    THIS
      SPACE LEFT BLANK

    INTENTIONALLY


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    IN
      WITNESS WHEREOF, the Company and the Remaining Initial Purchasers have caused
      this Amendment to be executed as of the date first above written.

    


    


    URSTADT
      BIDDLE PROPERTIES INC.

    


    


    By:  /s/
      James R.
      Moore__________

           
Name:  James
      R. Moore

           
Title:  Executive
      Vice President

    


    


    


    WELLS
      FARGO & COMPANY

    


    


    By: 
      /s/ Roger
      Wittlin____________

          
Name:  Roger
      Wittlin

          
Title:  Senior
      Vice President

    


    


    RETIREMENT
      PLAN OF THE BANK OF NEW YORK

    COMPANY,
      INC.

    


    By:  The
      Bank of New York, as Trustee

    


    


    


    By:  /s/
      Mark A.
      Hemenetz_________

           
Name:  Mark
      A. Hemenetz

           
Title:  Executive
      Vice President