EXHIBIT 10.5
GUARANTY OF RECOURSE OBLIGATIONS
This GUARANTY OF RECOURSE OBLIGATIONS (this "Guaranty") is executed as of
February 28, 2014 by ALEXANDER'S INC., a Delaware corporation, having an address
at 210 Route 4 East, Paramus, New Jersey 07652 (together with
successors and/or
assigns, "Guarantor"), for the benefit of GERMAN AMERICAN CAPITAL CORPORATION, a
Maryland corporation, having an address at 60 Wall Street, 10th Floor, New York,
New York 10005 (collectively, together with its successors and/or assigns,
"Lender").
W I T N E S S E T H:
A.
Pursuant to that certain Consolidated, Amended and Restated
Promissory Note, dated of even date herewith, executed by 731 OFFICE ONE LLC, a
Delaware limited liability company ("Borrower"), and payable to the order of
Lender in the original principal amount of THREE HUNDRED MILLION and No/100
Dollars ($300,000,000.00) (together with all renewals, modifications, increases
and extensions thereof, the "Note"), Borrower has become indebted, and may from
time to time be further indebted, to Lender with respect to a loan (the "Loan")
which is made pursuant to that certain Loan Agreement, dated of even date
herewith, between Borrower and Lender (as the same may be amended, modified,
supplemented, replaced or otherwise modified from time to time, the "Loan
Agreement").
Capitalized terms used but not otherwise defined herein shall have
the meanings ascribed to such terms in the Loan Agreement.
B.
Lender is not willing to make the Loan, or otherwise extend
credit, to Borrower unless Guarantor unconditionally guarantees the payment and
performance to Lender of the Guaranteed Obligations (as herein defined).
C.
Guarantor is the owner of direct or indirect interests in
Borrower, and Guarantor will directly benefit from Lender's making the Loan to
Borrower.
NOW, THEREFORE, as an inducement to Lender to make the Loan to Borrower and to
extend such additional credit as Lender may from time to time agree to extend
under the Loan Documents, and for other good and valuable consideration, the
receipt and legal sufficiency of which are hereby acknowledged, the parties do
hereby agree as follows:
ARTICLE 1
NATURE AND SCOPE OF GUARANTY
SECTION 1.1
GUARANTY OF OBLIGATION
(A)
GUARANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY GUARANTEES
TO LENDER AND ITS SUCCESSORS AND ASSIGNS THE PAYMENT OF THE GUARANTEED
OBLIGATIONS (AS DEFINED BELOW) AS AND WHEN THE SAME SHALL BE DUE AND PAYABLE,
WHETHER BY LAPSE OF TIME, BY ACCELERATION OF MATURITY OR OTHERWISE.
GUARANTOR
HEREBY IRREVOCABLY AND UNCONDITIONALLY COVENANTS AND AGREES THAT IT IS LIABLE
FOR THE GUARANTEED OBLIGATIONS AS A PRIMARY OBLIGOR.
(B)
AS USED HEREIN, THE TERM "GUARANTEED OBLIGATIONS" MEANS (A)
BORROWER'S RECOURSE LIABILITIES SET FORTH IN SECTION 10.1 OF THE LOAN AGREEMENT,
AND (B) FROM AND AFTER THE DATE THAT ANY SPRINGING RECOURSE EVENT OCCURS,
PAYMENT OF ALL OF THE OBLIGATIONS.
(C)
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS GUARANTY OR
IN ANY OF THE OTHER LOAN DOCUMENTS, LENDER SHALL NOT BE DEEMED TO HAVE WAIVED
ANY RIGHT WHICH LENDER MAY HAVE AGAINST BORROWER UNDER SECTION 506(A), 506(B),
1111(B) OR ANY OTHER PROVISIONS OF THE