Exhibit 10.3


 


GUARANTY OF PAYMENT


 


GUARANTY OF
PAYMENT (this “Guaranty”), made as of July 2, 2003, by VORNADO REALTY
TRUST, a real estate investment trust organized and existing under the laws of
the State of Maryland, having an address at 210 Route 4 East, Paramus, New
Jersey 07652-0910 (“Guarantor”), for the benefit of JPMORGAN CHASE BANK
(the “Administrative Agent”), as agent for the Banks (the “Banks”)
that are from time to time parties to that certain Revolving Credit Agreement
(the “Credit Agreement”), dated as of July 2, 2003 among Vornado Realty,
L.P. (the “Borrower”), Guarantor, the banks signatory thereto, the
Administrative Agent, Bank of America, N.A. and Citicorp North America, Inc.,
as Syndication Agents and Deutsche Bank Trust Company Americas and Fleet
National Bank, as Documentation Agents.


 


W I T N E S S E T H:


 


WHEREAS, the
Banks have agreed to make loans and otherwise extend credit to Borrower in the
aggregate principal amount not to exceed Six Hundred Million Dollars
($600,000,000) or, in the event that Borrower exercises its rights pursuant to
Section 2.16(c) of the Credit Agreement, Eight Hundred Million Dollars
($800,000,000) (hereinafter collectively referred to as the “Loans”);


 


WHEREAS, the
Loans are and will be evidenced by (i) certain promissory notes of Borrower
made to each of the Banks, (ii) a promissory note of Borrower made to the
Administrative Agent, (iii) certain letters of credit, and (iv) certain
promissory notes of Borrower made to each of the Designated Lenders, in each case
in accordance with the terms of the Credit Agreement (collectively, the “Notes”);


 


WHEREAS, the
Credit Agreement and the Notes and any other documents executed in connection
therewith are hereinafter collectively referred to as the “Loan Documents”;


 


WHEREAS,
capitalized terms used herein and not otherwise defined shall have the meanings
ascribed thereto in the Credit Agreement;


 


WHEREAS,
Guarantor is the sole general partner of Borrower; and


 


WHEREAS, as a
condition to the execution and delivery of the Loan Documents, the Banks have
required that Guarantor execute and deliver this Guaranty.


 


NOW,
THEREFORE, in consideration of the premises and the benefits to be derived from
the making of the Loans by the Banks to Borrower, and in order to induce the Administrative
Agent, the Syndication Agents, the Documentation Agents, the Lead Arrangers and
Bookrunners, and the Banks to enter into the Credit Agreement and the other
Loan Documents, and for other good and valuable consideration, the receipt and
sufficiency of which


 

















 


are hereby acknowledged,
Guarantor hereby agrees as follows:


 


1.                                       Guarantor,
on behalf of itself and its successors and assigns, hereby irrevocably,
absolutely and unconditionally guarantees the full and punctual payment when
due, whether at stated maturity or otherwise, of all Obligations of Borrower
now or hereafter existing under the Notes and the Credit Agreement and the
other Loan Documents, including in the event that the Borrower exercises its
rights under the Credit Agreement to increase the Total Loan Commitment, for
principal and/or interest as well as any and all other amounts due thereunder,
including, without limitation, all indemnity obligations of Borrower
thereunder, and any and all reasonable costs and expenses (including, without
limitation, reasonable attorneys’ fees and disbursements) incurred by the
Administrative Agent and/or the Banks in enforcing their rights under this
Guaranty (all of the foregoing obligations being the “Guaranteed Obligations”).


 


2.                                       It
is agreed that the obligations of Guarantor hereunder are primary and this
Guaranty shall be enforceable against Guarantor and its successors and assigns
without the necessity for any suit or proceeding of any kind or nature
whatsoever brought by the Administrative Agent or any of the Banks against
Borrower or its respective successors or assigns or any other party or against
any security for the payment and performance of the Guaranteed Obligations and
without the necessity of any notice of non-payment or non-observance or of any
notice of acceptance of this Guaranty or of any notice or demand to, or consent
of, which Guarantor might otherwise be entitled (including, without limitation,
diligence, presentment, notice of maturity, extension of time, change in nature
or form of the Guaranteed Obligations, acceptance of security, release of
security, Borrower or any other obligor in respect of the Guaranteed
Obligations imposition or agreement arrived at as to the amount of or the terms
of the Guaranteed Obligations, notice of any adverse change in Borrower’s
financial condition and any other fact which might materially increase the risk
to Guarantor), all of which Guarantor hereby expressly waives; and Guarantor
hereby expressly agrees that the validity of this Guaranty and the obligations
of Guarantor hereunder shall in no way be terminated, affected, diminished,
modified or impaired by reason of the assertion of or the failure to assert by
the Administrative Agent or any of the Banks against Borrower or its respective
successors or assigns, any of the rights or remedies reserved to the
Administrative Agent or any of the Banks pursuant to the provisions of the Loan
Documents.  Guarantor agrees that any
notice or directive given at any time to the Administrative Agent or any of the
Banks which is inconsistent with the waiver in the immediately preceding
sentence shall be void and may be ignored by the Administrative Agent and the
Banks, and, in addition, may not be pleaded or introduced as evidence in any
litigation relating to this Guaranty for the reason that such pleading or
introduction would be at variance with the written terms of this Guaranty,
unless the Administrative Agent has specifically agreed otherwise in a writing,
signed by a duly authorized officer. 
Guarantor specifically acknowledges and agrees that the foregoing
waivers are of the essence of this transaction and that, but for this Guaranty
and such waivers, the Administrative Agent and the Banks would not extend
credit to the Borrower.


 


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3.                                       Guarantor
waives, and covenants and agrees that it will not at any time insist upon,
plead or in any manner whatsoever claim or take the benefit or advantage of,
any and all appraisal, valuation, stay, extension, marshaling-of-assets or
redemption laws, or right of homestead or exemption, whether now or at any time
hereafter in force, which may delay, prevent or otherwise affect the
performance by Guarantor of its obligations under, or the enforcement by the
Administrative Agent or any of the Banks of, this Guaranty. Guarantor further
covenants and agrees not to set up or claim any defense, counterclaim, offset,
setoff or other objection of any kind to any action, suit or proceeding at law,
in equity or otherwise, or to any demand or claim that may be instituted or made
by the Administrative Agent or any of the Banks other than the defense of the
actual timely payment and performance by Borrower of the Guaranteed
Obligations; provided, however, that the foregoing shall not be deemed a waiver
of Guarantor’s right to assert any compulsory counterclaim, if such
counterclaim is compelled under local law or rule of procedure, nor shall the
foregoing be deemed a waiver of Guarantor’s right to assert any claim which
would constitute a defense, setoff, counterclaim or crossclaim of any nature
whatsoever against Administrative Agent or any Bank in any separate action or
proceeding. Guarantor represents, warrants and agrees that, as of the date
hereof, its obligations under this Guaranty are not subject to any
counterclaims, offsets or defenses against the Administrative Agent or any Bank
of any kind.


 


4.                                       The
provisions of this Guaranty are for the benefit of the Administrative Agent and
the Banks and their successors and permitted assigns, and nothing herein
contained shall impair as between Borrower and the Administrative Agent and the
Banks the obligations of Borrower under the Loan Documents.


 


5.                                       This
Guaranty shall be a continuing, unconditional, irrevocable and absolute
guaranty and the liability of Guarantor hereunder shall in no way be
terminated, affected, modified, impaired or diminished by reason of the
happening, from time to time, of any of the following, all without notice or
the further consent of Guarantor:


 


(a)                                  any assignment,
amendment, modification or waiver of or change in any of the terms, covenants,
conditions or provisions of any of the Guaranteed Obligations or the Loan
Documents or the invalidity or unenforceability of any of the foregoing; or


 


(b)                                 any extension of time
that may be granted by the Administrative Agent and/or the Banks to Borrower,
any guarantor, or their respective successors or assigns, heirs, executors,
administrators or personal representatives; or


 


(c)                                  any action which the
Administrative Agent or any of the Banks may take or fail to take under or in
respect of any of the Loan Documents or by reason of any waiver of, or failure
to enforce any of the rights, remedies, powers or privileges available to the
Administrative Agent under this Guaranty or available to the Administrative
Agent or any of the Banks at law, in equity or otherwise, or any action on the
part of the Administrative Agent or any of the Banks granting indulgence or
extension in any form


 


3

















 


whatsoever; or


 


(d)                                 any sale, exchange,
release, or other disposition of any property pledged, mortgaged or conveyed,
or any property in which the Administrative Agent and/or the Banks have been
granted a lien or security interest to secure any indebtedness of Borrower to
the Administrative Agent and/or the Banks or any failure to perfect, or any
impairment of any such lien or security interest; or


 


(e)                                  any release of any
person or entity who may be liable in any manner for the payment and collection
of any amounts owed by Borrower to the Administrative Agent and/or the Banks;
or


 


(f)                                    the application of
any sums by whomsoever paid or however realized to any amounts owing by
Borrower to the Administrative Agent and/or the Banks under the Loan Documents
in such manner as the Administrative Agent shall determine in its sole
discretion; or


 


(g)                                 Borrower’s or
Guarantor’s voluntary or involuntary liquidation, dissolution, sale of all or
substantially all of their respective assets and liabilities, appointment of a
trustee, receiver, liquidator, sequestrator or conservator for all or any part
of Borrower’s or Guarantor’s assets, insolvency, bankruptcy, assignment for the
benefit of creditors, reorganization, arrangement, composition or readjustment,
or the commencement of other similar proceedings affecting Borrower or
Guarantor or any of the assets of any of them, including, without limitation,
(i) the release or discharge of Borrower or any guarantor from the payment and
performance of their respective obligations under any of the Loan Documents by
operation of law, or (ii) the impairment, limitation or modification of the
liability of Borrower or any guarantor in bankruptcy, or of any remedy for the
enforcement of the Guaranteed Obligations under any of the Loan Documents, or
any guarantor’s liability under this Guaranty, resulting from the operation of
any present or future provisions of the Bankruptcy Code or other present or
future federal, state or applicable statute or law or from the decision in any
court; or


 


(h)                                 any improper
disposition by Borrower of the proceeds of the Loans, it being acknowledged by
Guarantor that the Administrative Agent or any Bank shall be entitled to honor
any request made by Borrower for a disbursement of such proceeds and that
neither the Administrative Agent nor any Bank shall have any obligation to see
to the proper disposition by Borrower of such proceeds.


 


6.                                       Guarantor
agrees that if at any time all or any part of any payment at any time received
by the Administrative Agent from Borrower under the Loan Documents or Guarantor
under with respect to this Guaranty is or must be rescinded or returned by the
Administrative Agent or any Bank for any reason whatsoever (including, without
limitation, the insolvency, bankruptcy or reorganization of Borrower or
Guarantor), then Guarantor’s obligations


 


4

















 


hereunder shall, to the extent
of the payment rescinded or returned, be deemed to have continued in existence
notwithstanding such previous receipt by such party, and Guarantor’s
obligations hereunder shall continue to be effective or reinstated, as the case
may be, as to such payment, as though such previous payment had never been
made.


 


7.                                       Until
this Guaranty is terminated pursuant to the terms hereof, Guarantor (i) shall
have no right of subrogation against Borrower by reason of any payments or acts
of performance by Guarantor in compliance with the obligations of Guarantor
hereunder, (ii) waives any right to enforce any remedy which Guarantor now or
hereafter shall have against Borrower by reason of any one or more payments or
acts of performance in compliance with the obligations of Guarantor hereunder
and (iii) from and after an Event of Default, subordinates any liability or
indebtedness of Borrower now or hereafter held by Guarantor or any affiliate of
Guarantor to the obligations of Borrower under the Loan Documents.  The foregoing, however, shall not be deemed
in any way to limit any rights that Guarantor may have pursuant to the
Agreement of Limited Partnership of Borrower or which it may have at law or in
equity with respect to any other partners of Borrower.


 


8.                                       Guarantor
represents and warrants to the Administrative Agent and the Banks with the
knowledge that the Administrative Agent and the Banks are relying upon the
same, as follows:


 


(a)                                  as of the date
hereof, Guarantor is the sole general partner of Borrower;


 


(b)                                 based upon such
relationships, Guarantor has determined that it is in its best interests to
enter into this Guaranty;


 


(c)                                  this Guaranty is
necessary and convenient to the conduct, promotion and attainment of
Guarantor’s business, and is in furtherance of Guarantor’s business purposes;


 


(d)                                 the benefits to be
derived by Guarantor from Borrower’s access to funds made possible by the Loan
Documents are at least equal to the obligations undertaken pursuant to this
Guaranty;


 


(e)                                  Guarantor is solvent
and has full power and legal right to enter into this Guaranty and to perform
its obligations under the terms hereof and (i) Guarantor is organized and
validly existing under the laws of the State of Maryland, (ii) Guarantor has
complied with all provisions of applicable law in connection with all aspects
of this Guaranty, and (iii) the person executing this Guaranty has all the
requisite power and authority to execute and deliver this Guaranty;


 


(f)                                    to the best of
Guarantor’s knowledge, there is no action, suit, proceeding, or investigation
pending or threatened against or affecting Guarantor at law, in equity, in


 


5

















 


admiralty or
before any arbitrator or any governmental department, commission, board,
bureau, agency or instrumentality (domestic or foreign) which is likely to
materially and adversely impair the ability of Guarantor to perform its
obligations under this Guaranty;


 


(g)                                 the execution and
delivery of and the performance by Guarantor of its obligations under this
Guaranty have been duly authorized by all necessary action on the part of
Guarantor and do not (i) violate any provision of any law, rule, regulation
(including, without limitation, Regulation U or X of the Board of Governors of
the Federal Reserve System of the United States), order, writ, judgment,
decree, determination or award presently in effect having applicability to
Guarantor or the organizational documents of Guarantor the consequences of
which violation are likely to materially and adversely impair the ability of
Guarantor to perform its obligations under this Guaranty or (ii) violate or
conflict with, result in a breach of or constitute (with due notice or lapse of
time or both) a default under, or result in the creation of any liens on
Guarantor’s assets pursuant to, any indenture, agreement or other instrument to
which Guarantor is a party, or by which Guarantor or any of its property is
bound, the consequences of which violation, conflict, breach or default are
likely to materially and adversely impair the ability of Guarantor to perform
its obligations under this Guaranty;


 


(h)                                 this Guaranty has been
duly executed by Guarantor and constitutes the legal, valid and binding
obligation of Guarantor, enforceable against it in accordance with its terms
except as enforceability may be limited by applicable insolvency, bankruptcy or
other laws affecting creditors’ rights generally or general principles of
equity, whether such enforceability is considered in a proceeding in equity or
at law;


 


(i)                                     no authorization,
consent, approval, license or formal exemption from, nor any filing,
declaration or registration with, any Federal, state, local or foreign court,
governmental agency or regulatory authority is required in connection with the
making and performance by Guarantor of this Guaranty, except those which have
already been obtained; and


 


(j)                                     Guarantor is not
an “investment company” as that term is defined in, nor is it otherwise subject
to regulation under, the Investment Company Act of 1940, as amended.


 


9.                                       Guarantor
and Administrative Agent each acknowledge and agree that this Guaranty is a
guarantee of payment and performance and not of collection and enforcement in
respect of any obligations which may accrue to the Administrative Agent and/or
the Banks from Borrower under the provisions of any Loan Document.


 


10.                                 Subject
to the terms and conditions of the Credit Agreement, and in conjunction with an
assignment of its Loans, any Bank may assign any or all of its rights under
this Guaranty.  In the event of any such
assignment, the Administrative Agent shall give


 


6

















 


Guarantor prompt notice of
same.  If any Bank elects to sell any or
all of the Loans or participations in the Loans and the Loan Documents,
including this Guaranty, such Bank may forward to each purchaser and prospective
purchaser all documents and information relating to this Guaranty or to
Guarantor, whether furnished by Borrower or Guarantor or otherwise, subject to
the terms and conditions of the Credit Agreement.


 


11.                                 Guarantor
agrees, upon the written request of the Administrative Agent, to execute and
deliver to the Administrative Agent, from time to time, any modification or
amendment hereto or any additional instruments or documents reasonably
considered necessary by the Administrative Agent or its counsel to cause this Guaranty
to be, become or remain valid and effective in accordance with its terms,
provided, that any such modification, amendment, additional instrument or
document shall not increase Guarantor’s obligations or diminish its rights
hereunder and shall be reasonably satisfactory as to form to Guarantor and to
Guarantor’s counsel.


 


12.                                 The
representations and warranties of Guarantor set forth in this Guaranty shall
survive until this Guaranty shall terminate in accordance with the terms
hereof.


 


13.                                 This
Guaranty contains the entire agreement among the parties with respect to the
subject matter hereof and supersedes all prior agreements relating to such
subject matter and may not be modified, amended, supplemented or discharged
except by a written agreement signed by Guarantor and the Administrative Agent.


 


14                                    If
all or any portion of any provision contained in this Guaranty shall be
determined to be invalid, illegal or unenforceable in any respect for any
reason, such provision or portion thereof shall be deemed stricken and severed
from this Guaranty and the remaining provisions and portions thereof shall
continue in full force and effect.


 


15.                                 This
Guaranty may be executed in counterparts which together shall constitute the
same instrument.


 


16                                    All
notices, requests and other communications to any party hereunder shall be in
writing (including bank wire, facsimile transmission followed by telephonic
confirmation or similar writing) and shall be addressed to such party at the
address set forth below or to such other address as may be identified by any
party in a written notice to the others:


 


	
  If to
  Guarantor

  	
   

  	
  Vornado
  Realty Trust

  
	
   

  	
   

  	
  210 Route 4
  East

  
	
   

  	
   

  	
  Paramus, New
  Jersey 07652-0910

  
	
   

  	
   

  	
  Attn:
  Joseph, Macnow, Chief Financial Officer

  
	
   

  	
   

  	
  Telephone:
  (201) 587-1000

  
	
   

  	
   

  	
  Telecopy:   (210) 587-0600

  



 


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  With Copies
  of

  	
   

  	
   

  
	
  Notices to
  Guarantor to:

  	
   

  	
  Sullivan
  & Cromwell LLP

  
	
   

  	
   

  	
  125 Broad
  Street

  
	
   

  	
   

  	
  New York,
  New York 10004

  
	
   

  	
   

  	
  Attn: Alan
  Sinsheimer, Esq.

  
	
   

  	
   

  	
  Arthur S. Adler, Esq.

  
	
   

  	
   

  	
  Telephone:
  (212) 558-4000

  
	
   

  	
   

  	
  Telecopy:   (212) 558-3588

  



 


	
  If to the

  	
   

  	
   

  
	
  Administrative
  Agent:

  	
   

  	
  JPMorgan
  Chase Bank

  
	
   

  	
   

  	
  270 Park
  Avenue

  
	
   

  	
   

  	
  New York,
  New York 10017

  
	
   

  	
   

  	
  Attn: Marc
  Costantino

  
	
   

  	
   

  	
  Telephone:
  (212) 270-9554

  
	
   

  	
   

  	
  Telecopy:   (212) 270-0213

  



 


	
  with copies
  to:

  	
   

  	
  JPMorgan
  Chase Bank

  
	
   

  	
   

  	
  1111 Sannin

  
	
   

  	
   

  	
  8th
  Floor

  
	
   

  	
   

  	
  Houston,
  Texas 77002

  
	
   

  	
   

  	
  Attn: Loan
  and Agency Services

  
	
   

  	
   

  	
  Telephone:

  	
  (713)
  750-2736

  
	
   

  	
   

  	
  Telecopy:

  	
  (713)
  750-2732

  



 


	
  With Copies
  of

  	
   

  	
   

  
	
  Notices to

  	
   

  	
   

  
	
  Administrative
  Agent:

  	
   

  	
  Skadden,
  Arps, Slate, Meagher & Flom LLP

  
	
   

  	
   

  	
  4 Times
  Square

  
	
   

  	
   

  	
  New York, New
  York 10036

  
	
   

  	
   

  	
  Attn: Martha
  Feltenstein, Esq.

  



 


Each such
notice, request or other communication shall be effective (i) if given by
facsimile transmission, when such facsimile is transmitted to the facsimile
number specified in this Section and the appropriate facsimile confirmation is
received, (ii) if given by certified or registered mail, return receipt
requested, with first class postage prepaid, addressed as aforesaid, upon
receipt or refusal to accept delivery, (iii) if given by a nationally recognized
overnight carrier, the Banking Day after such communication is deposited with
such carrier with postage prepaid for next day delivery, or (iv) if given by
any other means, when delivered at the address specified in this Section.


 


17.                                 Any
acknowledgement or new promise, whether by payment of principal or interest or
otherwise by Borrower or Guarantor, with respect to the Guaranteed Obligations
shall,


 


8

















 


if the statute of limitations
in favor of Guarantor against the Administrative Agent and the Banks shall have
commenced to run, toll the running of such statute of limitations, and if the
period of such statute of limitations shall have expired, prevent the operation
of such statute of limitations.


 


18.                                 This
Guaranty shall be binding upon Guarantor and its successors and assigns and
shall inure to the benefit of the Administrative Agent and the Banks and their
successors and permitted assigns, provided that the Guarantor may not assign or
transfer or delegate any of its rights or obligations hereunder without the
prior written consent of all of the Banks (and any attempt at such assignment,
transfer or delegation without such consent shall be null and void).


 


19.                                 The
failure of the Administrative Agent to enforce any right or remedy hereunder,
or promptly to enforce any such right or remedy, shall not constitute a waiver
thereof, nor give rise to any estoppel against the Administrative Agent or any
Bank, nor excuse Guarantor from its obligations hereunder.  Any waiver of any such right or remedy to be
enforceable against the Administrative Agent and the Banks must be expressly
set forth in a writing signed by the Administrative Agent (acting with the
requisite consent of the Banks as provided in the Credit Agent).


 


20.                                 (a)                                  THIS
GUARANTY AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE
CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK.


 


(b)                                 Any
legal action or proceeding with respect to this Guaranty and any action for
enforcement of any judgment in respect thereof may be brought in the courts of
the State of New York or of the United States of America for the Southern
District of New York, and, by execution and delivery of this Guaranty, the
Guarantor hereby accepts for itself and in respect of its property, generally
and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and
appellate courts from any thereof.  The
Guarantor irrevocably consents to the service of process out of any of the
aforementioned courts in any such action or proceeding by the mailing of copies
thereof by registered or certified mail, postage prepaid, to the Guarantor at
its address for notices set forth herein. 
The Guarantor hereby irrevocably waives any objection which it may now
or hereafter have to the laying of venue of any of the aforesaid actions or
proceedings arising out of or in connection with this Guaranty brought in the
courts referred to above and hereby further irrevocably waives and agrees not
to plead or claim in any such court that any such action or proceeding brought
in any such court has been brought in an inconvenient forum.  Nothing herein shall affect the right of the
Administrative Agent to serve process in any other manner permitted by law or
to commence legal proceedings or otherwise proceed against the Guarantor in any
other jurisdiction.


 


(c)                                  GUARANTOR
HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY AND ALL CLAIMS OR CAUSES OF
ACTION BASED UPON OR ARISING OUT OF THIS GUARANTY.  IT IS HEREBY ACKNOWLEDGED BY


 


9

















 


GUARANTOR THAT THE WAIVER OF A JURY
TRIAL IS A MATERIAL INDUCEMENT FOR THE ADMINISTRATIVE AGENT AND THE BANKS TO
ACCEPT THIS GUARANTY AND THAT THE LOANS MADE BY THE BANKS ARE MADE IN RELIANCE
UPON SUCH WAIVER.  GUARANTOR FURTHER
WARRANTS AND REPRESENTS THAT SUCH WAIVER HAS BEEN KNOWINGLY AND VOLUNTARILY
MADE, FOLLOWING CONSULTATION WITH LEGAL COUNSEL.  IN THE EVENT OF LITIGATION, THIS GUARANTY MAY BE FILED BY THE
ADMINISTRATIVE AGENT IN COURT AS A WRITTEN CONSENT TO A NON-JURY TRIAL.


 


(d)                                 Guarantor
does hereby further covenant and agree to and with the Administrative Agent
that Guarantor may be joined in any action against Borrower in connection with
the Loan Documents and that recovery may be had against Guarantor in such
action or in any independent action against Guarantor (with respect to the
Guaranteed Obligations), without the Administrative Agent or any Bank first
pursuing or exhausting any remedy or claim against Borrower or its successors
or assigns.  Guarantor also agrees that,
in an action brought with respect to the Guaranteed Obligations in any
jurisdiction, it shall be conclusively bound by the judgment in any such action
by the Administrative Agent and/or the Banks (wherever brought) against
Borrower or its successors or assigns, as if Guarantor were a party to such
action, even though Guarantor was not joined as a party in such action.


 


(e)                                  Guarantor
agrees to pay all reasonable expenses (including, without limitation,
attorneys’ fees and disbursements) which may be incurred by the Administrative
Agent or the Banks in connection with the enforcement of their rights under
this Guaranty, whether or not suit is initiated.


 


21.                                 Notwithstanding
anything to the contrary contained herein, this Guaranty shall terminate and be
of no further force or effect upon the full and indefeasible performance and
payment of the Guaranteed Obligations hereunder.  Upon termination of this Guaranty in accordance with the terms of
this Guaranty, the Administrative Agent promptly shall deliver to Guarantor
such documents as Guarantor or Guarantor’s counsel reasonably may request in
order to evidence such termination.


 


22.                                 All
of the Administrative Agent’s and the Banks’ rights and remedies under each of
the Loan Documents or under this Guaranty are intended to be distinct, separate
and cumulative and no such right or remedy therein or herein mentioned is
intended to be in exclusion of or a waiver of any other right or remedy
available to the Administrative Agent or any Bank.


 


23.                                 The
Guarantor shall not use any assets of an “employee benefit plan” within the
meaning of Section 3(3) of ERISA or a “plan” within the meaning of Section
4975(e)(1) of the Internal Revenue Code (the “Code”) to repay or secure
the Loans, the Notes, the Credit Agreement, the Guaranteed Obligations or this
Guaranty.  The Guarantor shall not
assign, sell, pledge, encumber, transfer, hypothecate or otherwise dispose of
any of its rights or


 


10

















 


interests (direct or indirect)
in Borrower, or attempt to do any of the foregoing or suffer any of the
foregoing, or permit any party with a direct or indirect interest or right in
Borrower to do any of the foregoing, if such action would cause the Notes, the
Loans, the Credit Agreement, the Guaranteed Obligations, this Guaranty, or any
of the Loan Documents or the exercise of any of the Administrative Agent’s or
any Bank’s rights in connection therewith, to constitute a prohibited
transaction under ERISA or the Code (unless the Guarantor furnishes to the
Administrative Agent a legal opinion satisfactory to the Administrative Agent
that the transaction is exempt from the prohibited transaction provisions of
ERISA and the Code (and for this purpose, the Administrative Agent and the
Banks, by accepting the benefits of this Guaranty, hereby agree to supply
Guarantor all relevant non-confidential, factual information reasonably
necessary to such legal opinion and reasonably requested by Guarantor) or would
otherwise result in the Administrative Agent or any of the Banks being deemed
in violation of Section 404 or Section 406 of ERISA or Section 4975 of the Code
or would otherwise result in the Administrative Agent or any of the Banks being
a fiduciary or party in interest under ERISA or a “disqualified person” as
defined in Section 4975(e)(2) of the Code with respect to an “employee benefit
plan” within the meaning of Section 3(3) of ERISA or a “plan” within the
meaning of Section 4975(e)(1) of the Code. 
The Guarantor shall indemnify and hold free and harmless each of the
Administrative Agent and the Banks from and against all loss, costs (including attorneys’
fees and expenses), expenses, taxes and damages (including consequential
damages) that each of the Administrative Agent and the Banks may suffer by
reason of the investigation, defense and settlement of claims and in obtaining
any prohibited transaction exemption under ERISA necessary in Administrative
Agent’s or any Bank’s reasonable judgment by reason of a breach of the
foregoing provisions by Guarantor.  The
foregoing indemnities shall survive the repayment of the Loans and the
Notes.  To the extent not prohibited by
applicable law, Guarantor shall not assert, and Guarantor hereby waives, any
claim against any Bank or the Administrative Agent, on any theory of liability,
for special, indirect, consequential or punitive damages (as opposed to direct
or actual damages) arising out of, in connection with, or as a result of, this
Guaranty, any other Loan Document or any agreement or instrument contemplated
hereby or thereby, any Loan or other extension of credit under the Credit
Agreement or the use of the proceeds thereof.


 


[SIGNATURE PAGE FOLLOWS]


 


11

















 


IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Guaranty as of the date and year first above written.


 


	
   

  	
  GUARANTOR:

  
	
   

  	
  VORNADO
  REALTY TRUST 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joseph
  Macnow

  
	
   

  	
   

  	
  Name:

  	
  Joseph Macnow

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President

  
	
   

  	
   

  	
   

  	
  Finance and Administration

  



 


ACCEPTED:


 


JPMORGAN CHASE BANK,

as Administrative Agent


 


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 

















 


IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Guaranty as of the date and year first above written.


 


	
   

  	
  GUARANTOR:

  
	
   

  	
  VORNADO
  REALTY TRUST 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


ACCEPTED:


 


JPMORGAN CHASE BANK,

as Administrative Agent


 


 


	
  By:

  	
  /s/ Marc E.
  Costantino

  	
   

  
	
   

  	
  Name:

  	
  MARC E. COSTANTINO

  	
   

  
	
   

  	
  Title:

  	
  VICE PRESIDENT

  	
   

  



 

















 


ACKNOWLEDGMENT FOR GUARANTOR


 


	
  STATE OF NEW
  JERSEY

  	
  )

  
	
   

  	
  ) SS.

  
	
  COUNTY OF
  BERGEN

  	
  )

  



 


 


On July 1, 2003, before me personally came Joseph Macnow, to me known
to be the person who executed the foregoing instrument, and who, being duly
sworn by me, did depose and say that [s]he is Ex. V.P. Finance & Admin of
Vornado Realty Trust, and that [s]he executed the foregoing instrument in the
organization’s name, and that [s]he had authority to sign the same, and [s]he
acknowledged to me that [s]he executed the same as the act and deed of said
organization for the uses and purposes therein mentioned.


 


[Seal]


 


	
   

  	
  /s/ Sandra
  Marin

  
	
   

  	
  Notary
  Public

  
	
   

  	
   

  
	
   

  	
  SANDRA MARIN

  
	
   

  	
  NOTARY PUBLIC OF NEW JERSEY

  
	
   

  	
  My Commission Expires Feb. 24, 2007