Wells Fargo Loan No. 33-0911464
EXHIBIT 10.60
GUARANTY OF RECOURSE OBLIGATIONS
FOR VALUE RECEIVED, and to induce Lenders (as defined in the Loan Agreement
(hereinafter defined)), to lend to Alexander's of Kings, LLC, Kings Parking,
LLC, and Alexander's Kings Plaza, LLC, each a Delaware limited liability
company, each having its principal place of business at c/o Alexander's, Inc.,
210 Route 4 East, Paramus, New Jersey 07652 (individually and/or collectively
(as the context may require) referred to herein as "Borrower"), the aggregate
principal sum of TWO HUNDRED AND FIFTY MILLION AND NO/100 DOLLARS
($250,000,000.00) (the "Loan"), evidenced by those certain Promissory Notes from
Borrower, dated as of the date hereof, in the aggregate principal amount of
$250,000,000.00 (as each of the same may hereafter be amended, modified,
extended, severed, assigned, renewed or restated, and including any substitute
or replacement notes executed pursuant to the Loan Agreement, individually
and/or collectively (as the context requires), the "Note") and that certain Loan
Agreement dated the date hereof among Borrower, the lenders named therein, and
Administrative Agent (defined below) (as the same may be amended, restated,
replaced or otherwise modified the "Loan Agreement") and secured by a certain
mortgage, dated as of the date hereof (together with any and all extensions,
renewals, substitutions, replacements, amendments, modifications and/or
restatements thereof, the "Security Instrument", the Note, the Loan Agreement,
the Security Instrument and any and all documents or instruments now or
hereafter executed in connection with the Loan are collectively herein referred
to as the "Loan Documents").
Capitalized terms not otherwise defined herein
have the meanings set forth in the Loan Agreement.
1.
AS OF THIS 10TH DAY OF JUNE, 2011, THE UNDERSIGNED,
ALEXANDER'S, INC., A DELAWARE CORPORATION, HAVING AN ADDRESS AT 210 ROUTE 4
EAST, PARAMUS, NEW JERSEY 07652 (REFERRED TO HEREIN AS "GUARANTOR"), HEREBY
ABSOLUTELY AND UNCONDITIONALLY GUARANTEES TO WELLS FARGO BANK, NATIONAL
ASSOCIATION, AS ADMINISTRATIVE AGENT FOR THE BENEFIT OF LENDERS (IN SUCH
CAPACITY, TOGETHER WITH ITS SUCCESSORS AND/OR ASSIGNS IN SUCH CAPACITY,
"ADMINISTRATIVE AGENT"), AND LENDERS THE PROMPT AND UNCONDITIONAL PAYMENT OF THE
GUARANTEED OBLIGATIONS (HEREINAFTER DEFINED).
2.
IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT THIS IS A
CONTINUING GUARANTY AND THAT THE OBLIGATIONS OF GUARANTOR HEREUNDER ARE AND
SHALL BE ABSOLUTE UNDER ANY AND ALL CIRCUMSTANCES, WITHOUT REGARD TO THE
VALIDITY, REGULARITY OR ENFORCEABILITY OF THE NOTE, THE LOAN AGREEMENT, THE
SECURITY INSTRUMENT OR THE OTHER LOAN DOCUMENTS, A TRUE COPY OF EACH OF SAID
DOCUMENTS GUARANTOR HEREBY ACKNOWLEDGES HAVING RECEIVED AND REVIEWED.
3.
THE TERM "DEBT" AS USED IN THIS GUARANTY OF RECOURSE
OBLIGATIONS (THIS "GUARANTY") SHALL MEAN THE PRINCIPAL SUM EVIDENCED BY THE NOTE
AND SECURED BY THE SECURITY INSTRUMENT, OR SO MUCH THEREOF AS MAY BE OUTSTANDING
FROM TIME TO TIME, TOGETHER WITH INTEREST THEREON AT THE RATE OF INTEREST
SPECIFIED IN THE LOAN AGREEMENT AND ALL OTHER SUMS WHICH MAY OR SHALL BECOME DUE
AND PAYABLE PURSUANT TO THE PROVISIONS OF THE NOTE, THE LOAN AGREEMENT, THE
SECURITY INSTRUMENT OR THE OTHER LOAN DOCUMENTS.
4.
THE TERM