Exhibit 10.2
FOURTH AMENDMENT TO AMENDED AND RESTATED MANAGEMENT AND
DEVELOPMENT AGREEMENT
THIS FOURTH AMENDMENT TO AMENDED AND RESTATED MANAGEMENT AND DEVELOPMENT
AGREEMENT (this "Amendment") is made as of the 1st day of August, 2012, by and
among ALEXANDER'S INC., a Delaware corporation, on behalf of itself and each of
the subsidiaries listed in Exhibit B attached hereto ("Alexander's"), having an
address at 210 Route 4 East, Paramus, New Jersey 07652, (sometimes hereinafter
referred to as "Owner"), and VORNADO MANAGEMENT CORP., a New Jersey corporation,
having an office at 210 Route 4 East, Paramus, New Jersey 07652 ("Manager").
R E C I T A L S
A.
WHEREAS, Alexander's and Manager have heretofore entered into that
certain Amended and Restated Management and Development Agreement, dated July 3,
2002, as amended by First Amendment to Amended and Restated Management and
Development Agreement dated as of July 6, 2005, Second Amendment to Amended and
Restated Management and Development Agreement dated as of December 20, 2007 and
Third Amendment to Amended and Restated Management and Development Agreement
dated as of November 30, 2011 (as so amended, the "Development Agreement").
B.
WHEREAS, Owner and Manager desire to amend the Development Agreement
to eliminate the requirement for Development Fee Installments.
NOW THEREFORE, in consideration of Ten Dollars ($ 1.00) and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by the parties hereto, Owner and Manager hereby agree as follows to
the following amendments to be effective from and after the date hereof (the
"Effective Date"):
1
DELETION OF "DEVELOPMENT FEE INSTALLMENTS" AND "SPECIFIED
INSTALLMENT AMOUNT".
PARAGRAPH 3 OF THE FIRST AMENDMENT TO AMENDED AND RESTATED
MANAGEMENT AND DEVELOPMENT AGREEMENT, DATED AS OF JULY 6, 2005, AND PARAGRAPH 3
OF THE SECOND AMENDMENT TO AMENDED AND RESTATED MANAGEMENT AND DEVELOPMENT
AGREEMENT, DATED AS OF DECEMBER 20, 2007, ARE EACH HEREBY DELETED IN THEIR
ENTIRETY.
2
COUNTERPARTS.
THIS AMENDMENT MAY BE EXECUTED IN SEVERAL
COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL, AND ALL OF SUCH
COUNTERPARTS TOGETHER SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT.
3
DEFINED TERMS.
ALL TERMS CAPITALIZED BUT NOT DEFINED
HEREIN SHALL HAVE THE SAME MEANING ASCRIBED TO SUCH TERMS IN THE DEVELOPMENT
AGREEMENT. THE MARGINAL HEADINGS AND TITLES TO THE PARAGRAPHS OF THIS AMENDMENT
ARE NOT A PART OF THIS AMENDMENT AND SHALL HAVE NO EFFECT UPON THE CONSTRUCTION
OR INTERPRETATION OF ANY PART HEREOF.
4
AMENDMENT.
THIS AMENDMENT IS INCORPORATED INTO AND MADE A
PART OF THE DEVELOPMENT AGREEMENT, AND THE DEVELOPMENT AGREEMENT AND ALL TERMS,
CONDITIONS AND PROVISIONS OF THE DEVELOPMENT AGREEMENT ARE RATIFIED AND
CONFIRMED IN ALL RESPECTS AND IS AND SHALL CONTINUE TO BE IN FULL FORCE AND
EFFECT AS MODIFIED AND AMENDED HEREBY.
5
GOVERNING LAW.
THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
6
NO MODIFICATION.
THIS AMENDMENT CONSTITUTES THE ENTIRE
UNDERSTANDING OF THE PARTIES WITH RESPECT TO THE SUBJECT HEREOF AND MAY NOT BE
AMENDED EXCEPT