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EXHIBIT 10.64
SECOND AMENDMENT TO REAL ESTATE RETENTION
AGREEMENT
THIS SECOND AMENDMENT TO REAL ESTATE RETENTION AGREEMENT (this "
Second Amendment ") is made as of the 1st day of January,
2007, by and between ALEXANDER’S INC., a Delaware corporation
(" Alexander’s "), having an address at 210 Route 4
East, Paramus, New Jersey 07652, (sometimes hereinafter referred to
as " Owner "), and VORNADO REALTY, L.P., a Delaware limited
partnership, having an office at 210 Route 4 East, Paramus, New
Jersey 07652 (" Vornado ").
R E C I T A L S
A. Alexander’s and Vornado's predecessors-in-interest,
Vornado, Inc. and Keen Consultants Inc., have heretofore entered
into that certain Real Estate Retention Agreement, dated July 20,
1992, as amended by that certain Amendment to Real Estate Retention
Agreement by and between Alexander's and Vornado dated as of July
3, 2002 (the " Retention Agreement ").
B. Whereas, Owner and Vornado desire to
amend the 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, Owner and
Vornado hereby agree as follows:
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a.
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In the fourth line of the opening paragraph, the
following language is hereby deleted, "that are debtors in pending
chapter 11 cases (each such debtor being a "Debtor" and
collectively, "Debtors")," and the following language is
substituted therefor, "Owner"; and the word "Owner" shall be
substituted for the words "Debtor" or "Debtors" throughout the
Retention Agreement.
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b.
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Article II.C.1.(a) is hereby deleted and the
following substituted therefor:
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"When Owner disposes of an Asset, whether
individually or as part of a package or as part of the disposition
of Owner's business or a portion thereof, or as part of a plan of
reorganization, by sale, assignment, lease, sublet or otherwise to
a third party, or by assignment of a leasehold to the landlord or
by termination of a leasehold for which Owner receives
consideration (any of the foregoing, an "Asset Transaction"); or if
in lieu of a disposition of the Assets, one or more third parties
acquires control of
Owner by merger, outright purchase, or otherwise
in one or multiple transactions (any of the foregoing, an "In Lieu
Asset Transaction"); then, (i) if the Gross Proceeds from the Asset
Transaction or In Lieu Asset Transaction, as the case may be,
exceed $50,000,000, Owner shall pay an amount equal to one percent
(1%) of the Gross Proceeds from the Asset Transaction or In Lieu
Asset Transaction, as the case may be, and (ii) if the Gross
Proceeds from the Asset Transaction or In Lieu Asset Transaction,
as the case may be, are equal to or less than $50,000,000, Owner
shall pay an amount equal to three (3%) of the Gross Proceeds from
the Asset Transaction or In Lieu Asset Transaction, as the case may
be, except in the event of a lease or sublease, in which event
Owner shall pay an amount equal to:
(i) three (3%) percent of the total base rent Gross Proceeds
payable during the first ten (10) years of the term, plus
(ii) two (2%) percent of the total base rent Gross Proceeds
payable during the eleventh (11 th ) through the
twentieth (20 th ) years of the term, plus
(iii) one (1%) percent of the total base rent Gross Proceeds
payable during the balance of the term, but in no event to exceed
the thirtieth (30) year;
(In the event of a month-to-month tenancy, the f
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