Exhibit 10.15
PROMISSORY NOTE
$13,122,500.00
December 23, 2005
Paramus, New Jersey
WHEREAS, pursuant to the Letter
Agreement dated November 16, 1999 (the “Letter
Agreement”) between Steven Roth (the “Executive”)
and Vornado Realty Trust (the “Company”), the Company
agreed to make up to $15,000,000 in the aggregate of revolving
credit loans to the Executive;
WHEREAS, the Executive desires to
borrow $13,122,500 pursuant to the Letter Agreement.
NOW THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
1. DEFINITIONS
Capitalized terms used but not
defined in this Note shall have the respective meanings assigned to
such terms in the Stock Pledge Agreement and the Loan Documents, as
such terms are defined below.
2. PROMISE TO PAY, INTEREST, MATURITY,
PAYMENTS
FOR VALUE RECEIVED, Executive
promises to pay to the order of the Company, at its office located
at 210 Route 4 East, Paramus, New Jersey 07652, or such other place
as designated in writing by the holder hereof, the aggregate
principal sum of THIRTEEN MILLION, ONE HUNDRED TWENTY-TWO THOUSAND,
FIVE HUNDRED DOLLARS ($13,122,500.00) on December 23, 2011
(“Maturity”), with interest on the unpaid principal
amount hereof from the date hereof until Maturity, payable
quarterly in arrears on the 10th day following payment of the
Company’s regular quarterly dividend (or if no dividend is
paid, at the end of the applicable calendar quarter), at a rate per
annum equal to 4.45%. If the interest required to be paid
under the terms of this Note shall at any time exceed the rate of
interest which the Company is permitted by law to charge in the
State of New Jersey, then the interest rate to be paid hereunder
shall be the maximum rate permitted by law.
3. PREPAYMENT
This Note may prepaid in whole or in
part at any time without penalty or premium.
4. COLLATERAL
This Note is secured by the
Executive’s Stock Pledge Agreement, dated December 29,
1992, as amended on May 29, 2002 (the “Stock Pledge
Agreement”), and such other security or supporting documents
as are executed in conjunction with therewith, including without
limitation the Letter Agreement (the “Loan
Documents”). The Company or any subsequent holder of
this Note is entitled to all the benefits provided for in the Loan
Documents or referred to therein.
5. ENFORCEMENT EXPENSES
In the event Executive fails to pay
any amounts due hereunder when due, and this Note is collected by
legal proceedings (including proceedings in the probate or
bankruptcy courts) Executive shall pay to the holder thereof, in
addition to such amounts due, all costs of collection or
enforcement, including reasonable
