EXHIBIT 10.59
FIRST AMENDMENT TO REAL-ESTATE SUB-RETENTION AGREEMENT
THIS FIRST AMENDMENT TO REAL ESTATE SUB-RETENTION AGREEMENT (this "Amendment")
is made as of the 22 day of December, 2014, by and among ALEXANDER'S MANAGEMENT
LLC,
a New York limited liability company having an office c/o Alexander's,
Inc., 210 Route 4 East, Paramus, New Jersey 07652 ("Agent") and VORNADO REALTY,
L.P., a Delaware limited partnership having an office at c/o Vornado Realty
Trust, 210 Route 4 East, Paramus, New Jersey 07652 ("Sub-Agent").
R E C I T A L S
WHEREAS, 731 OFFICE ONE LLC, a Delaware limited liability company ("Owner"), and
Agent are parties to that certain Real Estate Retention Agreement, dated as of
February 28, 2014 (the "Over-Leasing Agreement"); all capitalized terms used,
but not defined herein shall have the meanings set forth in the Over-Leasing
Agreement), pursuant to which Agent was appointed to act for Owner in connection
with the leasing of those certain office condominium units located at 731
Lexington Avenue, New York, New York (as more fully identified in the
Over-Leasing Agreement).
WHEREAS, Agent and Sub-Agent are parties to that certain Real Estate
Sub-Retention Agreement dated as of February 28, 2014 (the "Sub-Retention
Agreement").
WHEREAS, Agent and Sub-Agent desire to modify and amend the Sub-Retention
Agreement as set forth below.
NOW THEREFORE, in consideration of One Dollar ($1.00) and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by the parties hereto, Agent and Sub-Agent hereby agree as follows:
1.
NOTHWITHSTANDING THE PROVISIONS OF ARTICLE IV.A(B) OF THE SUB-RETENTION
AGREEMENT REQUIRING, AMONG OTHER THINGS, THE PAYMENT OF FEES AND INTEREST IN
INSTALLMENTS UNTIL SUCH FEES AND INTEREST THEREON HAVE BEEN PAID IN FULL, AGENT
SHALL PAY ALL OUTSTANDING ACCRUED FEES AND INTEREST THEREON IN FULL ON OR BEFORE
DECEMBER 31, 2014.
2.
THE FOLLOWING AMENDMENT TO THE SUB-RETENTION AGREEMENT SHALL BE
EFFECTIVE FROM AND AFTER THE DATE HEREOF:
ARTICLE IV.A (B) IS HEREBY AMENDED BY DELETING THE FOLLOWING THEREFROM:
[X15021209492200.GIF]
"NOTWITHSTANDING THE IMMEDIATELY PRECEDING SENTENCE, SUB-AGENT'S
FEES UNDER THIS AGREEMENT AND INTEREST ACCRUED WITH RESPECT TO SUCH FEES WILL BE
PAYABLE IN AN AGGREGATE AMOUNT NOT TO EXCEED (1) $4,000,000 IN ANY CALENDAR YEAR
(OR SUCH LESSER AMOUNT AS MAY BE DUE SUB-AGENT HEREUNDER), LESS (2) THE SUM OF
(X) ANY AMOUNTS PAID TO SUB-AGENT UNDER THAT CERTAIN REAL ESTATE RETENTION
AGREEMENT DATED AS OF JULY 20, 1992, AS AMENDED, WITH RESPECT TO THE SAME
PERIOD, AND (Y) ANY AMOUNTS PAID TO SUB-AGENT UNDER THAT CERTAIN REGO II REAL
ESTATE SUB-RETENTION AGREEMENT
NYDOCS01/1573802.2
DATED AS OF NOVEMBER 30, 2011, AS AMENDED, WITH RESPECT TO THE SAME
PERIOD, AND (Z) ANY AMOUNTS PAID TO SUB-AGENT UNDER THE ORIGINAL AGREEMENT, AS
AMENDED, WITH RESPECT TO THE SAME PERIOD.
INTEREST SHALL ACCRUE ON THE UNPAID
FEES OUTSTANDING HEREUNDER FROM TIME TO TIME AT THE 1-YEAR LIBOR RATE PLUS 100
BASIS POINTS, SUCH RATE TO BE DETERMINED ANNUALLY AS OF THE FIRST DAY OF JANUARY
OF EACH YEAR.
THE FEES AND INTEREST PAYABLE HEREUNDER SHALL