BE PAID IN EQUAL
MONTHLY INSTALLMENTS (THE "INSTALLMENTS") UNTIL SUCH FEES AND INTEREST ACCRUED
THEREON HAVE BEEN PAID IN FULL.
INSTALLMENTS SHALL BE APPLIED FIRST TO INTEREST
ACCRUED HEREUNDER AND THEN TO REDUCTION OF THE FEES OUTSTANDING HEREUNDER FROM
TIME TO TIME."
3.
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.
4.
ALL TERMS CAPITALIZED BUT NOT DEFINED HEREIN SHALL HAVE THE SAME MEANING
ASCRIBED TO SUCH TERMS IN THE SUB-RETENTION AGREEMENT OR OVER-LEASING AGREEMENT,
AS THE CASE MAY BE.
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.
5.
THIS AMENDMENT IS INCORPORATED INTO AND MADE A PART OF THE SUB-RETENTION
AGREEMENT, AND THE SUB-RETENTION AGREEMENT AND ALL TERMS, CONDITIONS AND
PROVISIONS OF THE SUB-RETENTION 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.
6.
THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK.
7.
THIS AMENDMENT CONSTITUTES THE ENTIRE UNDERSTANDING OF THE PARTIES WITH
RESPECT TO THE SUBJECT HEREOF AND MAY NOT BE AMENDED EXCEPT IN A WRITING
EXECUTED BY THE PARTIES HERETO.
8.
THIS AMENDMENT SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF THE
PARTIES HERETO, AND THEIR SUCCESSORS AND PERMITTED ASSIGNS.
[signature page follows]
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NYDOCS01/1573802.2
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
first above written.
SUB-AGENT:
VORNADO REALTY L.P., a Delaware limited partnership
By: Vornado Realty Trust, its general partner
By:
/s/ Stephen Theriot
Name: Stephen W. Theriot
Title:
Chief Financial Officer
AGENT:
ALEXANDER'S MANAGEMENT LLC, a New York limited liability company
By:
ALEXANDER'S INC., a Delaware corporation, its sole member
By:
/s/ Joseph Macnow
Name: Joseph Macnow
Title:
Chief Financial Officer
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NYDOCS01/1573802.2