EXHIBIT 10.51
CONSOLIDATED, AMENDED AND RESTATED PROMISSORY NOTE
$275,000,000.00
New York, New York
November 30, 2011
FOR VALUE RECEIVED, REGO II BORROWER LLC, a Delaware limited liability company
("Maker"), having an office c/o Alexander's, Inc., 210 Route 4 East, Paramus,
New Jersey 07652, as maker, promises to pay to the order of BANK OF CHINA, NEW
YORK BRANCH (together with its successors and assigns, collectively, "Lender")
the Principal Amount (as hereinafter defined), together with interest from the
date hereof and other fees, expenses and charges as provided in this
Consolidated, Amended and Restated Promissory Note (this "Note").
This Note is intended to consolidate, amend and restate in their entirety those
certain promissory notes (collectively, the "Existing Notes") described on
Schedule I
attached hereto and made a part hereof, which Existing Notes are now
held by Lender; this Note is not intended to create any new indebtedness or to
constitute a novation as to Maker's obligations under the Existing Notes.
1.
DEFINED TERMS.
(A)
CAPITALIZED TERMS USED BUT NOT OTHERWISE DEFINED HEREIN SHALL
HAVE THE RESPECTIVE MEANINGS GIVEN THERETO IN THAT CERTAIN LOAN AND SECURITY
AGREEMENT, DATED AS OF THE DATE HEREOF, BY AND BETWEEN MAKER AND LENDER (THE
"LOAN AGREEMENT"), UNLESS OTHERWISE EXPRESSLY PROVIDED HEREIN.
ANY REFERENCE IN
THIS NOTE OR IN ANY OTHER LOAN DOCUMENT TO ANY LOAN DOCUMENT SHALL BE DEEMED TO
INCLUDE REFERENCES TO SUCH DOCUMENTS AS THE SAME MAY HEREAFTER BE AMENDED,
MODIFIED, SUPPLEMENTED, EXTENDED, CONSOLIDATED, REPLACED AND/OR RESTATED FROM
TIME TO TIME (AND, IN THE CASE OF ANY NOTE OR OTHER INSTRUMENT, TO ANY
INSTRUMENT ISSUED IN SUBSTITUTION THEREFOR).
ALL REFERENCES TO SECTIONS SHALL
BE DEEMED TO BE REFERENCES TO SECTIONS OF THIS NOTE, UNLESS OTHERWISE INDICATED.
2.
PAYMENT TERMS.
(A)
MAKER AGREES TO PAY TO THE ORDER OF THE LENDER TWO HUNDRED
SEVENTY FIVE MILLION AND 00/100 DOLLARS ($275,000,000.00) (THE "PRINCIPAL
AMOUNT") AND INTEREST ON THE PRINCIPAL AMOUNT OF THIS NOTE IN ACCORDANCE WITH
THIS NOTE AND THE LOAN AGREEMENT.
THE PRINCIPAL AMOUNT, ALL ACCRUED AND UNPAID
INTEREST THEREON AND ALL OTHER AMOUNTS DUE HEREUNDER AND UNDER THE MORTGAGE AND
THE OTHER LOAN DOCUMENTS SHALL BE DUE AND PAYABLE ON THE MATURITY DATE.
(B)
INTEREST ON THE OUTSTANDING PRINCIPAL BALANCE OF THIS NOTE
SHALL ACCRUE AT A FLOATING RATE PER ANNUM EQUAL TO THE APPLICABLE INTEREST
RATE.
AFTER THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT,
INTEREST ON THE THEN OUTSTANDING PRINCIPAL BALANCE OF THIS NOTE SHALL ACCRUE AT
THE DEFAULT RATE IN ACCORDANCE WITH THE PROVISIONS OF SECTION 2.2.7 OF THE LOAN
AGREEMENT.
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(C)
ON THE DATE HEREOF, MAKER SHALL PAY TO LENDER, A PAYMENT OF
INTEREST ONLY IN RESPECT OF THE INITIAL INTEREST ACCRUAL PERIOD.
(D)
ON EACH PAYMENT DATE DURING THE TERM OF THE LOAN, MAKER SHALL
PAY TO LENDER, A MONTHLY PAYMENT EQUAL TO THE AMOUNT REQUIRED PURSUANT TO THIS
NOTE AND THE LOAN AGREEMENT, TO BE APPLIED BY LENDER, IN ACCORDANCE WITH THIS
NOTE AND THE LOAN AGREEMENT.
(E)
THE THEN OUTSTANDING PRINCIPAL