Document/Exhibit Description Pages Size
1: 8-K Alexander's Inc. 4 14K
2: EX-2.1 Agreement and Purchase of Sale 87 175K
3: EX-99.1 Press Release, Dated June 18, 1998 1 6K
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AGREEMENT OF PURCHASE AND SALE
between
KINGS PLAZA SHOPPING CENTER OF AVENUE U, INC.
and
GARAGE PARK CORP.,
as Sellers
and
ALEXANDER'S DEPARTMENT STORES OF BROOKLYN, INC.
and
ADMO REALTY CORP.,
as Purchasers
----------------
Premises Located at
Kings Plaza
Brooklyn, New York
----------------
Dated as of June __, 1998
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TABLE OF CONTENTS
Page
----
ss. 1. Definitions.................................................... 1
ss. 2. Sale of Premises and Acceptable Title.......................... 4
ss. 3. Purchase Price and Acceptable Funds............................ 9
ss. 4. The Closing.................................................... 10
ss. 5. Representations................................................ 10
ss. 6. Condition of Premises.......................................... 14
ss. 7. Destruction, Damage or Condemnation............................ 17
ss. 8. Covenants of Parties........................................... 20
ss. 9. Sellers' Closing Obligations................................... 24
ss. 10. Purchaser's Closing Obligations............................... 26
ss. 11. Apportionments................................................ 28
ss. 12. Objections to Title, Failure of Sellers or
Purchasers to Perform and Vendee's Lien..................... 31
ss. 13. Broker........................................................ 33
ss. 14. Notices....................................................... 33
ss. 15. Limitations on Survival of Representations,
Covenants and other Obligations............................. 35
ss. 16. Miscellaneous Provisions...................................... 35
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Schedule A-1 - Description of Center Mall Parcel
Schedule A-2 - Description of City Leasehold Parcel
Schedule A-3 - Description of Overhang Leasehold Parcels
Schedule A-4 - Description of Mobil Parcel
Schedule B - Permitted Exceptions
Exhibit A-1 - Deed of Center Mall Premises
Exhibit A-2 - Assignment and Assumption of City Lease
Exhibit A-3 - Assignment and Assumption of Tenant's
Interest in Overhang Leases
Exhibit A-4 - Deed of Mobil Premises
Exhibit B - Bill of Sale
Exhibit C-1 - Assignment and Assumption of TIC Agreement
Exhibit C-2 - Assignment and Assumption Mobil Parcel TIC
Agreement
Exhibit D-1 - Form of Restated COREA*
Exhibit D-2 - Form of Supplemental Agreement*
Exhibit E - Assignment of Service Contracts and Equipment Leases*
Exhibit F - Certificate of Non-Foreign Status*
Exhibit G-1A - Modification of Macy's Overhang Lease*
Exhibit G-1B - Modification of Alexander's Overhang Lease*
Exhibit G-2A - Memorandum of Macy's Overhang Lease*
Exhibit G-2B - Memorandum of Alexander's Overhang Lease*
*The Company will supplemently furnish a copy of these omitted exhibits to the
Commission upon request.
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AGREEMENT dated June __, 1998 (this "Agreement"), between KINGS
PLAZA SHOPPING CENTER OF AVENUE U, INC., a New York corporation ("KPM"), and
GARAGE PARK CORP., a New York corporation ("GPC") (each, a "Seller" and
collectively, "Sellers"), and ALEXANDER'S DEPARTMENT STORES OF BROOKLYN, INC., a
New York corporation ("ADSB"), and ADMO REALTY CORP., a New York corporation
("ADMO") (each, a "Purchaser" and collectively, "Purchasers").
Sellers and Purchasers agree as follows:
ss. 1. Definitions
ss. 1.01. Except as otherwise specified or as the context may
otherwise require, the following terms have the respective meanings set forth
below for all purposes of this Agreement, and the definitions of such terms are
equally applicable both to the singular and the plural forms thereof:
"Affiliate" means, with respect to any person, any person which
controls, is controlled by or is under common control with such person. The term
"control" of any person means ownership of not less than 50% of all of the
voting stock of a corporation or not less than 50% of the legal and equitable
interests in any other business entity or the possession of the power, directly
or indirectly, to direct or cause the direction of the management and policy of
a corporation or other business entity, whether through the ownership of voting
securities, common directors or
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officers, the contractual right to manage the business affairs of such business
entity, or otherwise.
"Center Mall Improvements" is defined in ss. 2.01(a).
"Center Mall Parcel" is defined in ss. 2.01(a).
"Center Mall Premises" is defined in ss. 2.01(a).
"City Lease" means that certain Indenture between The City of New
York, a municipal corporation existing under the laws of the State of New York,
dated as of November 29, 1967 (as amended by an Amendment of Indenture dated
September 19, 1969, as assigned by U & F Realty Corp. to Kings Plaza Shopping
Center of Flatbush Avenue, Inc. and Kings Plaza Shopping Center of Avenue U,
Inc. pursuant to an Assignment and Assumption Agreement dated January 27, 1970
and as further amended by a letter agreement dated May 15, 1972 and an Agreement
dated May 25, 1976.
"City Leasehold Improvements" is defined in ss. 2.01(b).
"City Leasehold Parcel" is defined in ss. 2.01(b).
"City Leasehold Premises" is defined in ss. 2.01(b).
"Closing" is defined in ss. 4.01.
"Closing Date" is defined in ss. 4.01.
"Deferred Payment" is defined in ss. 3.01(b).
"Leases" means all written leases of the Center Mall Premises,
written subleases of the Overhang Leasehold Premises and written subleases of
the City Leasehold
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Premises, together with all amendments and modifications thereof.
"Mobil Parcel Improvements" is defined in ss. 2.01(d).
"Mobil Parcel" is defined in ss. 2.01(d).
"Mobil Premises" is defined in ss. 2.01(d).
"Mobil Parcel TIC Agreement" means that certain "Mobil Parcel"
Tenancy-in-Common Agreement between Admo and GPC dated July 23, 1970.
"Original COREA" means that certain Construction, Operation and
Reciprocal Agreement among Kings Plaza Shopping Center of Flatbush Avenue, Inc.,
Kings Plaza Shopping Center of Avenue U Inc., Alexander's Department Stores of
Brooklyn, Inc., and Flatbrook Properties Corporation, dated February 1, 1970 and
recorded in Office of the Register of the City of New York for Kings County
(hereinafter referred to as the "Register's Office") in Reel 413 at Page 171.
"Overhang Leases" means, collectively, (a) that certain Lease from
Alexander's Department Stores of Brooklyn, Inc., as landlord, and Kings Plaza
Shopping Center of Flatbush, Inc. and KPM, as tenants, dated as of February 1,
1970 and recorded in the Register's Office on May 27, 1970 in Reel 413 at Page
145 and (b) that certain Lease from Flatbrook Properties Corp., as landlord, and
Kings Plaza Shopping Center of Flatbush Avenue, Inc. and KPM, as
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tenants, dated as of February 1, 1970 and recorded in the Register's Office on
May 27, 1970 in Reel 413 at Page 158.
"Overhang Leasehold Improvements" is defined in ss. 2.01(c).
"Overhang Leasehold Parcels" is defined in ss. 2.01(c).
"Overhang Leasehold Premises" is defined in ss. 2.01(c).
"Permitted Exceptions" is defined in ss. 2.02.
"Premises" is defined in ss. 2.01(f).
"Purchase Price" is defined in ss. 3.01.
"Restated COREA" means that certain Amended and Restated
Construction, Operation and Reciprocal Agreement among Macy's Kings Plaza Real
Estate, Inc., Alexander's Kings Plaza Center, Inc. and ADSB, intended to be
executed and delivered at the Closing.
"Seller's Interest in the Premises" is defined in ss. 2.01(f).
"TIC Agreement" means that certain Tenancy in Common Agreement
between Kings Plaza Shopping Center of Flatbush Avenue, Inc. and KPM, dated
February 1, 1970 and recorded in the Register's Office in Reel 413 at Page 362.
ss. 2. Sale of Premises and Acceptable Title
ss. 2.01. (a) KPM shall sell to ADSB, and ADSB shall purchase from
KPM, at the price and upon the terms and conditions set forth in this Agreement:
(i) KPM's 50% undivided interest in the fee title to the parcel of land
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described in Schedule A-1 attached hereto (the "Center Mall Parcel") and all
buildings and improvements situated on the Center Mall Parcel (collectively, the
"Center Mall Improvements"); (ii) all right, title and interest of KPM, if any,
in and to the land lying in the bed of any street or highway in front of or
adjoining the Center Mall Parcel to the center line thereof and to any unpaid
award for any taking by condemnation or any damage to the Center Mall Parcel by
reason of a change of grade of any street or highway; (iii) all right, title and
interest of KPM, if any, in and to any easements, rights-of-way, licenses,
interests, rights and appurtenances of any kind relating to or appertaining to
the Center Mall Parcel and the Center Mall Improvements, including without
limitation all right, title and interest of KPM, if any, in and to any adjacent
vaults, alleys, strips or gores of land, and any air, zoning or development
rights appurtenant to the Center Mall Parcel; and (iv) all right, title and
interest of KPM, if any, in and to the fixtures and personal property attached
or appurtenant to the Center Mall Improvements (other than property of tenants,
subtenants, contractors under service contracts affecting the Premises and the
property manager of the Premises) (all of the foregoing being collectively
called the "Center Mall Premises").
(b) KPM shall (i) assign all its right, title and interest in and
to, and ADSB shall assume all of KPM's obligations under, the City Lease of the
parcel of land
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described in Schedule A-2 attached hereto (the "City Leasehold Parcel") and (ii)
sell to ADSB fee title to all buildings and improvements (other than property of
tenants, subtenants, contractors under service contracts affecting the Premises
and the property manager of the Premises) situated on the City Leasehold Parcel
(collectively, the "City Leasehold Improvements"; the City Leasehold
Improvements, together with such right, title and interest in and to the City
Lease are hereinafter collectively referred to as the "City Leasehold
Premises").
(c) KPM shall (i) assign all its right, title and interest in and
to, and ADSB shall assume all of KPM's obligations under, the Overhang Leases of
the parcels of land described in Schedule A-3 attached hereto (collectively, the
"Overhang Leasehold Parcels") and (ii) sell Tenant's Equipment (as defined in
the Overhang Leases) situated on the Overhang Leasehold Parcels (collectively,
the "Overhead Leasehold Improvements"; the Overhead Leasehold Improvements,
together with such right, title and interest in and to the Overhang Leases are
hereinafter collectively referred to as the "Overhang Leasehold Premises"). KPM
shall also assign to ADSB at Closing all right, title and interest of KPM, in
and to all service contracts affecting the Premises, equipment leases affecting
the Premises, warranties, guarantees, bonds, architectural, engineering and
other plans and drawings, building permits, utility reservations or allocations
(but
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not deposits), certificates of compliance and occupancy, and any other licenses,
permits, authorizations or approvals relating to the Center Mall Premises, the
City Leasehold Premises and the Overhang Leasehold Premises reserving, however,
to KPM all claims accrued before Closing under service contracts affecting the
Premises, equipment leases affecting the Premises, warranties, guarantees or
bonds.
(d) GPC shall sell to ADMO, and ADMO shall purchase from GPC, at the
price and upon the terms and conditions set forth in this Agreement: (i) GPC's
50% undivided interest in the fee title to the parcel of land described in
Schedule A-4 attached hereto (the "Mobil Parcel") and all buildings and
improvements situated on the Mobil Parcel (collectively, the "Mobil Parcel
Improvements"); (ii) all right, title and interest of GPC, if any, in and to the
land lying in the bed of any street or highway in front of or adjoining the
Mobil Parcel to the center line thereof and to any unpaid award for any taking
by condemnation or any damage to the Mobil Parcel by reason of a change of grade
of any street or highway; (iii) all right, title and interest of ADMO, if any,
in and to any easements, rights-of-way, licenses, interests, rights and
appurtenances of any kind relating to or appertaining to the Mobil Parcel and
the Mobil Parcel Improvements, including without limitation all right, title and
interest of GPC, if any, in and to any adjacent vaults, alleys, strips or gores
of land, and any air, zoning or development rights
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appurtenant to the Mobil Parcel; and (iv) all right, title and interest of GPC,
if any, in and to the fixtures and personal property attached or appurtenant to
the Mobil Parcel Improvements (other than property of tenants, subtenants,
contractors under the service contracts affecting the Premises and the property
manager of the Premises) (all of the foregoing being collectively called the
"Mobil Premises"). GPC shall also assign to ADMO at Closing all right, title and
interest of GPC, in and to all service contracts affecting the Premises,
equipment leases affecting the Premises, warranties, guarantees, bonds,
architectural, engineering and other plans and drawings, building permits,
utility reservations or allocations (but not deposits), certificates of
compliance and occupancy, and any other licenses, permits, authorizations or
approvals relating to the Mobil Premises, reserving, however, to GPC all claims
accrued before Closing under service contracts affecting the Premises, equipment
leases affecting the Premises, warranties, guarantees or bonds.
(e) KPM shall assign all its right, title and interest in and to,
and ADSB shall assume all of KPM's obligations under, the TIC Agreement from and
after the date of assumption.
(f) GPC shall assign all its right, title and interest in and to,
and ADMO shall assume all of GPC's obligations under, the Mobil Parcel TIC
Agreement from and after the date of assumption. (The Center Mall Premises,
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the Overhang Leasehold Premises, the City Leasehold Premises, the Mobil
Premises, the TIC Agreement and the Mobil Parcel TIC Agreement are hereinafter
collectively referred to as the "Premises"; all of Sellers' right, title and
interest in and to the Premises as described in this ss. 2.01 is hereinafter
collectively referred to as "Sellers' Interest in the Premises".) The Premises
are located at Kings Plaza, Brooklyn, New York.
ss. 2.02. Sellers shall convey and Purchasers shall accept
marketable title to those components of Sellers' Interest in the Premises which
constitute interests in real property, and Sellers shall assign and Purchasers
shall assume Sellers' respective rights and obligations under the TIC Agreement
and the Mobil Parcel TIC Agreement, all in accordance with the terms of this
Agreement, subject: (i) in the case of the real property interests described
above, only to the matters set forth in Schedule B attached hereto and to such
other matters affecting title as Purchasers may approve as provided herein
(collectively, the "Permitted Exceptions") and (ii) in the case of rights under
the TIC Agreement and the Mobil Parcel TIC Agreement, free and clear of all
liens and encumbrances.
ss. 3. Purchase Price and Acceptable Funds
ss. 3.01. The purchase price (the "Purchase Price") to be paid by
Purchasers to Sellers for Sellers' Interest in the Premises is $28,000,000.00
and shall be paid by wire transfer at the Closing in accordance with ss. 3.02
(but
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subject to the adjustments provided in this Agreement). No portion of the
Purchase Price shall be allocated to Seller's interest in the City Leasehold
Premises; the sole consideration for the assignment of the City Lease shall be
ADSB's assumption of KPM's obligations under the City Lease pursuant to an
assignment and assumption of lease in the form attached hereto as Exhibit A-2.
ss. 3.02. All monies payable under this Agreement, unless otherwise
specified in this Agreement, shall be paid by bank wire transfer of immediately
available funds to account no. 480139625 of Federated Department Stores at Star
Bank, ABA No. 042000013, Attention: Phyllis Reagan.
ss. 4. The Closing
ss. 4.01. Except as otherwise provided in this Agreement, the
closing of title pursuant to this Agreement (the "Closing") shall take place on
June 1, 1998 beginning at 10:00 a.m. (the actual date of the Closing being
herein referred to as "Closing Date"), at Whitman Breed Abbott & Morgan LLP, 200
Park Avenue, New York, New York 10166. Time is of the essence with respect to
the performance of obligations contained in this Agreement, subject to any
adjournment(s) of the Closing provided for elsewhere in this Agreement and to
the right of Purchaser to an adjournment of up to 14 days, which right is hereby
exercised.
ss. 5. Representations
ss. 5.01. Sellers represent and covenant to Purchasers as follows:
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(a) Each Seller is a corporation duly organized and in good standing
under the laws of New York and has the corporate power and authority to
enter into and perform its obligations under this Agreement.
(b) The execution and delivery of this Agreement by each Seller has
been duly authorized by all necessary corporate action on the part of such
Seller. Sellers' performance of their obligations under this Agreement
shall have been duly authorized by all necessary corporate action on the
part of each Seller. The individual executing this Agreement on behalf of
each Seller has the authority to bind such Seller to this Agreement.
(c) The execution or delivery of this Agreement by each of Sellers,
and the consummation of the transactions herein contemplated, does not
conflict with, result in a breach of any of the terms of, or constitute a
default under: (i) any statute, law, rule or regulation, or any judgment,
decree, writ, injunction, order or award of any arbitrator, court or
governmental authority which is applicable to such Seller or by which such
Seller is bound; or (ii) such Seller's certificates of incorporation or
by-laws; or (iii) subject to the procurement of the consent of the City
(as defined below), to the assignment by KPM of its undivided interest as
tenant-in-common under the City Lease and in and to the City Leasehold
Parcel, by
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any instrument to which such Seller is a party or by which it is bound.
(d) Any order, permission, consent, approval, license,
authorization, registration or filing with, or exemption by, any
governmental agency which is required for the execution, delivery or
performance of this Agreement by any Seller has been obtained or made.
(e) KPM is and on the Closing Date will be the owner of a 50%
undivided tenancy in common interest in the Center Mall Premises, the
Overhang Leasehold Premises and the City Premises and is a party to the
TIC Agreement. GPC is and on the Closing Date will be the owner of a 50%
undivided tenancy in common interest in the Mobil Premises and is a party
to the Mobil Parcel TIC Agreement. All personal property included in
Sellers' Interest in the Premises is and on the Closing Date will be free
of security interests and claims of others.
ss. 5.02. Purchasers represent and covenant to Sellers as follows:
(a) Each Purchaser is a corporation duly organized and in good
standing under the laws of New York and has the corporate power and
authority to enter into and perform its obligations under this Agreement.
(b) The execution, delivery and performance of this Agreement by
each of Purchasers has been duly authorized by all necessary corporate
action on the
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part of such Purchaser. The individual executing this Agreement on behalf
of each Purchaser has the authority to bind such Purchaser to the terms of
this Agreement.
(c) The execution or delivery of this Agreement by each of
Purchasers, and the consummation of the transactions herein contemplated,
does not conflict with, result in a breach of any of the terms of, or
constitute a default under any statute, law, rule or regulation, or any
judgment, decree, writ, injunction, order, or award of any arbitrator,
court or governmental authority which is applicable to such Purchaser or
by which such Purchaser is bound, or such Purchaser's certificate of
incorporation or by-laws or, subject to the procurement of the consent of
the City to the assignment by KPM of its undivided interest as
tenant-in-common under the City Lease and in and to the City Leasehold
Parcel, by any instrument to which such Purchaser is a party or by which
it is bound.
(d) Any order, permission, consent, approval, license,
authorization, registration or filing with, or exemption by, any
governmental agency which is required for the execution, delivery or
performance of this Agreement by any Purchaser has been obtained or made.
ss. 5.03. (a) Sellers shall indemnify, hold harmless and defend
Purchasers from and against all loss, liability, damage, litigation, sums paid
in settlement of any of the foregoing and cost (including without limitation
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attorneys' fees and disbursements) arising out of, or in any way connected with,
any representation of Sellers in this Agreement or in any certification
delivered in connection with the consummation of the transactions contemplated
by this Agreement which was incorrect in any material respect as of the date
made.
(b) Purchasers shall indemnify, hold harmless and defend Sellers
from and against all loss, liability, damage, litigation, sums paid in
settlement of any of the foregoing and cost (including without limitation
attorneys' fees and disbursements) arising out of, or in any way connected with,
any representation of Purchasers in this Agreement or in any certification
delivered in connection with the consummation of the transactions contemplated
by this Agreement which was incorrect in any material respect as of the date
made.
(c) The obligations of the parties under this ss. 5.03 shall survive
the Closing, subject to ss. 15.01.
ss. 6. Condition of Premises
ss. 6.01. Purchasers have inspected the Premises and are fully
familiar with the physical condition and state of repair thereof. Subject to the
provisions of this Agreement, Purchasers shall accept Sellers' Interest in the
Premises "as is" and in their present condition, subject to reasonable use,
wear, tear and natural deterioration between the date of this Agreement and the
Closing Date, without any reduction in the Purchase Price for any change in such
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condition by reason thereof subsequent to the date hereof.
ss. 6.02. (a) Before entering into this Agreement, Purchasers have
made such examination of the Premises, the operation, income and expenses
thereof and all other matters affecting or relating to the transactions
contemplated by this Agreement as Purchasers deem necessary. In entering into
this Agreement, Purchasers have not been induced by and have not relied upon any
representations, warranties or statements, express or implied, written or oral,
made by Sellers or others representing or purporting to represent Sellers, which
are not expressly set forth in this Agreement or in any certificate or other
document delivered in connection with the Closing.
(b) Without limiting the generality of the foregoing, Purchasers
acknowledge that Sellers have made no warranty or representation whatsoever
concerning the presence or absence of "pollutants" or "hazardous materials" (as
such terms are defined in or for the purposes of any Environmental Laws, as
hereinafter defined) at or in the Premises, or as to whether the Premises comply
with any Environmental Law. Sellers hereby expressly disclaim any such warranty
or representation. Purchasers acknowledge that their inspection of the Premises
in connection with the transactions contemplated hereby, and their familiarity
with the physical condition and state of repair of the Premises includes,
without limitation, the information disclosed in a Phase I Environmental Site
Assessment dated June 4, 1997 made at the
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instance of Union Bank of Switzerland (New York Branch) and such inspections as
Purchasers have in their discretion deemed appropriate with respect to the
environmental characteristics and condition of the Premises (including a
Contamination Assessment and Site Investigation dated July 29, 1997 and revised
Aug. 18, 1997 made at Purchaser's instance (such reports having both been
prepared by IVI Environmental, Inc. and being collectively referred to as the
"Environmental Reports"), and a familiarity with respect to whether the Premises
comply with currently applicable Environmental Laws. As used herein, the term
"Environmental Laws" means all present and future laws, statutes, ordinances,
rules, regulations, orders and determinations of any governmental authority
pertaining to health, protection of the environment, natural resources,
conservation, wildlife, waste management, regulation of activities involving
hazardous materials and pollution, including, without limitation, the
Comprehensive Environmental Response, Compensation and Liability Act
("Superfund" or "CERCLA"), 42 U.S.C. ss. 9601 et seq., as amended by the
Superfund Amendments and Reauthorization Act of 1986 ("SARA"), the Resource
Conservation and Recovery Act ("RCRA"), 42 U.S.C. ss. 6901 et seq., the Federal
Water Pollution Control Act, as amended by the Clean Water Act (the "Clean Water
Act"), 33 U.S.C. ss.1251 et seq., the Clean Air Act ("CAA"), 42 U.S.C. ss. 7401
et seq. and the Toxic Substances Control Act ("TSCA"), 15 U.S.C. ss. 2601 et
seq., as amended from time to time. Purchasers have fur-
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nished Sellers with true and complete copies of the Envi- ronmental Reports.
Purchasers agree that their acceptance of the Premises "as is", in their present
condition, includes, without limitation, Purchasers' acceptance of the Premises
as affected by all of the matters disclosed on the Environmental Reports, except
for any Macy's Migration. "Macy's Migration" means all environmental conditions,
if any, attributable to a release on or after May 24, 1966 of pollutants,
petroleum or Hazardous Substances (as "Hazardous Substances" is defined in
CERCLA) originating on the Macy's Parcel (as defined in the Restated COREA)
which have migrated or hereafter migrate to the Premises. Purchasers hereby
assume any and all responsibility for the performance of any further
investigation into or remediation of environmental conditions at or affecting
the Premises other than any Macy's Migration (without regard to whether the same
are disclosed or referred to in the Environmental Reports). Purchasers shall, in
addition, indemnify Sellers and hold Sellers harmless of and from any and all
liability, loss, cost or expense incurred or asserted against Sellers (or either
of them) and arising from or occasioned by Purchasers' failure to undertake or
to complete any investigation or remediation of pollutants or hazardous
materials at or affecting the Premises other than any Macy's Migration (without
regard to whether the same are disclosed or referred to in the Environmental
Reports).
ss. 7. Destruction, Damage or Condemnation
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ss. 7.01. If there shall be a taking by eminent domain of the
Premises, the provisions of ss. 5-1311 of the New York General Obligations Law
shall apply to the sale and purchase provided for in this Agreement. For
purposes of subsection (a) of such ss. 5-1311, a "material part" of the Premises
shall be deemed taken by eminent domain if the value of the Premises is thereby
reduced by more than 25% of the Purchase Price or if more than 15% of the Floor
Area (as defined in the Original COREA) of the Premises is taken, and any other
taking shall be deemed "immaterial."
ss. 7.02. (a) The parties waive the provisions of ss. 5-1311 of the
New York General Obligations Law with respect to a casualty. As soon as
practicable, but in no event later than 45 days after the occurrence of such
damage, Sellers shall notify Purchasers of the estimated cost of restoration of
the damaged portion as determined by written estimate of an independent
construction contracting firm satisfactory to both parties.
(b) Sellers' obligations to restore the Premises between the date of
the casualty and the Closing Date shall be governed by the TIC Agreement, the
Mobil Parcel TIC Agreement and the Original COREA. If such restoration is not
complete on or before the Closing Date, Sellers shall assign to Purchasers at
Closing, without recourse, their rights to settle any insurance claim and
receive the insurance proceeds payable in connection with such damage or
destruction and shall pay Purchasers at Closing one-half of
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the amount of the deductible under the related policy or policies, and
Purchasers shall accept Sellers' Interest in the Premises in its damaged
condition, without reduction of the Purchase Price.
(c) Until Closing, Sellers and Purchasers shall maintain insurance
with respect to the Premises in accordance with the TIC Agreement, the Mobil
Parcel TIC Agreement and the Original COREA.
(d) Each Purchaser and Seller acknowledges that the management and
operation of the Premises, the restoration of the Premises following the
occurrence of a casualty or a taking, the allocation of any proceeds payable in
consequence of the involuntary conversion of the Premises or any portion
thereof, and the procurement and maintenance of insurance coverage with respect
to the Premises are among the matters governed by the terms of the TIC
Agreement, the Mobil Parcel TIC Agreement and the Original COREA (collectively,
the "Governing Documents"). Each Purchaser and Seller hereby ratifies and
affirms those Governing Documents to which it is a party, and covenants and
agrees with and for the benefit of all the parties to this Agreement that it
shall observe, perform and comply with all of its obligations under such
Governing Documents at all times during the period commencing on the date of
this Agreement and ending on the Closing Date.
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ss. 8. Covenants of Parties
ss. 8.01. (a) An application for reduction of real estate taxes on
the Premises for the tax years 1996-97 and 1997-98 is pending.
(b) If the proceedings referred to in ss. 8.01(a) are not settled or
a final unappealable judgment is not entered with respect thereto before the
Closing, Sellers shall assign all their rights and interest in such proceedings
to Purchasers at the Closing, subject to Sellers' right to receive all or part
of the net recovery under ss. 8.01(c). After such assignment, Purchasers shall
prosecute such proceedings. All such proceedings shall be conducted by Graubard,
Mollen & Miller or such other counsel as shall be acceptable to Sellers and
Purchasers in their reasonable judgment. Seller shall furnish to Purchasers any
and all documents necessary to resolve the pending proceedings and to process
any refunds/credits resulting from said proceedings.
(c) All tax reductions, refunds or credits resulting from the
proceedings described in ss. 8.01(a), after payment of the costs and expenses of
procuring the same in accordance with the terms of the Governing Documents (the
"Net Proceeds") shall be apportioned as provided in this ss. 8.01(c). All Net
Proceeds pertaining to periods ending as of midnight on the day before the
Closing Date shall be divided among Purchasers and Sellers in accordance with
the terms of the Governing Documents, but subject to the claims
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of tenants of the Premises for any portion of the Net Proceeds to which they may
be entitled pursuant to their leases. All Net Proceeds attributable to periods
occurring on or after the Closing Date shall be payable to Sellers and
Purchasers in accordance with the terms of the Restated COREA. Any Net Proceeds
received after the Closing Date shall be paid to Purchasers subject to the term
of this ss. 8.01(c), and Purchasers shall, after receipt thereof: (i) be
responsible for accounting for and distributing to tenants of the Premises, in
accordance with their Leases, any refunds or credits attributable to the Net
Proceeds to which they may be entitled; (ii) provide the other party with
evidence of such accounting and distribution, and shall indemnify, defend and
hold the other parties harmless from any cost, expense, liability or claim
incurred by or asserted against such party and arising from or occasioned by the
indemnifying party's failure to comply with its obligations hereunder in
connection with the rights of any past or present tenant of the Premises in
respect of the Net Proceeds; and (iii) hold the Net Proceeds and disburse the
same strictly in accordance with this ss. 8.01(c). Sellers and Purchasers shall
cooperate in good faith with the others in good faith to facilitate the prompt
determination and distribution of the Net Proceeds.
(d) After the Closing, Purchasers shall not withdraw, settle or
otherwise compromise any tax reduction proceeding referred to in ss. 8.01(a)
without the prior
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consent of Sellers. Sellers may grant or withhold consent for any reason with
respect to any proceeding pertaining to periods occurring before the Closing
Date.
(e) Adjustment and allocation of real estate taxes for the tax years
beginning with 1998-1999 shall be governed by the Restated COREA.
(f) The obligation of the parties under this ss. 8.01 shall survive
the Closing.
ss. 8.02. Sellers and Purchasers acknowledge that The City of New
York has consented to the assignment by KPM of its interest, as
tenant-in-common, in and to the City Lease and the City Leasehold Parcel to
ADSB, and ADSB to assume the interests so assigned as contemplated hereby
pursuant to a Consent to Assignment of Leasehold Interest executed by Randy M.
Mastro, Deputy Mayor for Operations, and Lori Fierstein, Deputy Commissioner,
Department of Citywide Administrative Services, Division of Real Estate
Services. Sellers and Purchasers shall cooperate in providing any further
information or documentation required by The City of New York in connection with
such assignment and assumption.
ss. 8.03. Each party shall execute, acknowledge and deliver to the
other such instruments, and take such other actions, as the other may reasonably
request in order to comply with section 6045(e) of the Internal Revenue Code of
1986, as amended, in connection with the reporting of information in respect of
the transactions contemplated by
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this Agreement. The obligations of the parties under this ss. 8.03 shall survive
the Closing.
ss. 8.04. Sellers and Purchasers agree jointly to retain CenterCorp,
the current managing agent for the Premises, after the Closing for a period
ending not later than November 30, 1998, and to direct CenterCorp to take the
following actions during the retention period: (a) assist Sellers and Purchasers
in the apportionment, in accordance with the requirements of this Agreement, of
any and all items of income and expense with respect to the Premises or any
portion thereof which the parties are unable to resolve on or before the Closing
Date; (b) consult with Purchasers and Sellers in connection with the resolution
of financial reports, tax returns and similar filings which may be necessary or
appropriate by reason of the transactions contemplated by this Agreement,
including without limitation the assembly and dissemination of all information
concerning the operation of the Premises prior to the Closing Date which may be
necessary or appropriate for the completion and filing of any tax returns and
reports by any or Sellers or Purchasers with respect to 1997 and 1998; and (c)
assist Sellers and Purchasers in the "winding up" of any common expenses, income
or other matters relating to or arising out of the TIC Agreement, the Mobil
Parcel TIC Agreement and the City Lease. Purchasers and Sellers shall each pay
one-half of the cost of such retention, which obligations shall survive the
Closing.
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ss. 9. Sellers' Closing Obligations
At the Closing, Sellers shall deliver the following to Purchaser:
ss. 9.01. A deed to KPM's 50% undivided interest to the Center Mall
Premises in the form attached hereto as Exhibit A-1.
ss. 9.02. An assignment and assumption of KPM's 50% leasehold
interest in the City Leasehold Premises in the form attached hereto as Exhibit
A-2.
ss. 9.03. An assignment and assumption of KPM's 50% leasehold
interest in the Overhang Leases in the form attached hereto as Exhibit A-3.
ss. 9.04. A deed of GPC's 50% undivided interest to the Mobil
Premises in the form attached hereto as Exhibit A-4.
ss. 9.05. A bill of sale of all fixtures and personal property
included in Sellers' Interest in the Premises in the form attached hereto as
Exhibit B.
ss. 9.06. An assignment and assumption of KPM's interest in the TIC
Agreement in the form attached hereto as Exhibit C-1.
ss. 9.07. An assignment of GPC's interest in the Mobil Parcel TIC
Agreement in the form attached hereto as Exhibit C-2.
ss. 9.08. The Restated COREA in the form attached hereto as Exhibit
D-1 and the Supplemental Agreement in the form attached hereto as Exhibit D-2.
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ss. 9.09. A certificate of Sellers to the effect that the
representations of Sellers in ss. 5.01 (a), (b), (c) (d) and (e) are true and
correct on and as of the Closing Date with the same force and effect as if made
on the Closing Date.
ss. 9.10. An assignment and assumption of all of Sellers' right,
title and interest in all service contracts and equipment leases affecting the
Premises which are in effect on the Closing Date in the form attached hereto as
Exhibit E.
ss. 9.11. Such affidavits as Purchaser's title company shall
reasonably require in order to omit from its title insurance policy exceptions
for judgments, bankruptcies or other returns against persons or entities whose
names are the same as or similar to Sellers' names.
ss. 9.12. A certificate of Sellers pursuant to section 1445 of the
Internal Revenue Code in substantially the form of Exhibit F hereto.
ss. 9.13. A modification of the Overhang Lease affecting a portion
of the Macy's Parcel (as defined in the Restated COREA) in the form of Exhibit
G-1A, together with a memorandum of the Overhang Lease affecting a portion of
the Macy's Parcel, as so modified, in the form of Exhibit G-2A.
ss. 9.14. Checks to the order of the appropriate officers in payment
of all applicable real property transfer taxes and copies of any required tax
returns therefor, including without limitation all necessary State of New York
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TP-584 and City of New York RPT forms, executed and sworn to by Sellers, which
checks shall be certified or official bank checks if required by the taxing
authority, unless Sellers elect (by notice to Purchasers at least three business
days before the Closing) to have Purchasers pay any of such taxes and credit
Purchasers with the amount thereof.
ss. 9.15. Resolutions of the board of directors of each of the
Sellers authorizing the sale and the delivery of the deeds and the other
documents required to be executed and delivered by such Seller hereunder and a
certificate executed by the secretary or assistant secretary of such Seller
certifying as to the adoption of such resolution.
ss. 9.16. Such other documents and certificates as Purchaser's title
insurance company may reasonably require to evidence Sellers' authority, and the
authority of the person or persons executing documents on behalf of Sellers, to
consummate the transactions contemplated by this Agreement.
ss. 9.17. Possession of Sellers' Interest in the Premises in the
condition required by this Agreement, subject to the Leases.
ss. 9.18. A Non-Multiple Dwelling Affidavit duly executed and
acknowledged by Sellers.
ss. 9.19. Any other documents required by this Agreement to be
delivered by Sellers.
ss. 10. Purchaser's Closing Obligations
At the Closing, Purchasers shall:
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ss. 10.01. Make payment to Sellers of the Purchase Price, as
adjusted as provided in this Agreement.
ss. 10.02. Cause the deeds to be recorded, duly complete, sign and
swear to all required real property transfer tax returns and cause all such
returns and checks in payment of such taxes to be delivered to the appropriate
officers promptly after the Closing. Purchasers shall promptly provide Sellers
with evidence confirming such recordings and delivery.
ss. 10.03. Execute the assignment and assumption of leasehold
interest in the City Leasehold Premises delivered by Sellers pursuant to ss.
9.02.
ss. 10.04. Execute the assignment and assumption of leasehold
interest in the Overhang Leases delivered by Sellers pursuant to ss. 9.03.
ss. 10.05. Execute an assignment and assumption of the TIC Agreement
in the form attached hereto as Exhibit C-1.
ss. 10.06. Execute the assignment and assumption of the Mobil Parcel
TIC Agreement in the form attached hereto as Exhibit C-2.
ss. 10.07. Execute the Restated COREA in the form attached hereto as
Exhibit D-1 and the Supplemental Agreement in the form attached hereto as
Exhibit D-2.
ss. 10.08. Execute the assignment of service contracts and equipment
leases delivered by Sellers pursuant to ss. 9.10.
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ss. 10.09. Modifications of both Overhang Leases in the forms of
Exhibits G-1A and G-1B, together with memoranda of both Overhang Leases, as so
modified, in the forms of Exhibit G-2A and G-2B.
ss. 10.10. Deliver any other documents required by this Agreement to
be delivered by Purchasers.
ss. 11. Apportionments
ss. 11.01. The following apportionments shall be made between the
Current Owners and Purchasers at the Closing as of midnight on the day before
the Closing Date:
(a) with respect to the Center Mall Premises, the Overhang Leasehold
Premises and the City Leasehold Premises, all rents and other income
described in Section 4 of the TIC Agreement;
(b) with respect to the Center Mall Premises, the Overhang Leasehold
Premises and the City Leasehold Premises, all costs and expenses of
operation and maintenance described in Section 4 of the TIC Agreement;
(c) with respect to the Mobil Premises, all rents and other income
described in Section 4 of the TIC Agreement (as incorporated by reference
into the Mobil Parcel TIC Agreement); and
(d) with respect to the Mobil Premises, all costs and expenses of
operation and maintenance described in Section 4 of the TIC Agreement (as
incorporated by reference into the Mobil Parcel TIC Agreement).
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Notwithstanding anything to the contrary contained in this ss. 11.01, rents
which are in arrears on the Closing Date and 1998 Additional Rent (as defined
below) shall be dealt with in accordance with ss. 11.02.
ss. 11.02. (a) Promptly after the Closing Date, Sellers and
Purchasers shall review a current rent-roll of the Premises, which shall
identify each tenant of the Premises and shall specify as to each: (i) the
amount of fixed rent payable by such tenant; (ii) the amount and terms relevant
to any additional rent payable by such tenant, including but not limited to such
tenant's share of the costs of common area maintenance and operation, real
property taxes and assessments and similar charges in respect of the Premises
imposed upon it by the terms of its Lease, and percentage rent or any other sum
payable by such tenant in consideration of its occupancy of space within the
Premises (collectively, "Additional Rent"); and (iii) such tenant's payment
history.
(b) Sellers and Purchasers will endeavor in good faith to determine,
on the basis of the information contained in such rent-roll and otherwise in a
manner consistent with the TIC Agreement and with the parties' past experience
and practices in the operation of the Premises, the following: (i) the amount of
any and all arrearages in the payment of fixed rent attributable to the period
ending at midnight on the day preceding the Closing Date (collectively, the
"Fixed Rent Arrearages"); (ii) the amount
-29-
of any and all arrearages in the payment of Additional Rent attributable to the
period ending on December 31, 1997 (collectively, the "Additional Rent
Arrearages"); and (iii) the amount of all Additional Rent attributable to the
period beginning on January 1, 1998 and ending at midnight on the day preceding
the Closing Date, regardless of the date on which the full amount of any
component thereof may be due or payable, whether any part thereof may be subject
to annual or other periodic reconciliation in accordance with the terms of any
Lease or whether such amount has been paid before the Closing Date
(collectively, the "1998 Additional Rent"; together with the Fixed Rent
Arrearages and the Additional Rent Arrearages, the "Rent Adjustment").
(c) All apportionments shall be referred to Centercorp., Inc. for
resolution within sixty (60) days after the Closing Date, which resolution, as
to all such matters, shall be final and binding except under the circumstances
described at ss. 11.03.
(d) After the Closing Date, Purchasers shall have no obligation to
bring legal proceedings for the collection of fixed rent or Additional Rent and
shall have the right in their discretion to settle or compromise any sum which
may be due from any tenant in respect of any period before the Closing Date
without the necessity of obtaining Sellers' consent, free of any right or claim
of Sellers (or either of them).
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ss. 11.03. If any apportionment is based on estimates, incomplete
data or mutual mistake, it shall be recomputed when final data become available
and the parties shall promptly correct any overpayment or underpayment.
ss. 11.04. The obligations of the parties under this ss. 11 shall
survive the Closing.
ss. 12. Objections to Title, Failure of Sellers or Purchasers to Perform and
Vendee's Lien
ss. 12.01. Purchasers have ordered a title report and a survey
update with respect to the Premises from First American Title Insurance Company
of New York and shall cause a copy of each of the title report and the updated
survey to be forwarded to Sellers' attorney upon receipt. Within 10 days after
receipt of the title report or survey, Purchasers shall give Sellers notice of
any objections to title or survey, as the case may be, other than Permitted
Exceptions if the existence of the same was the direct result of the action or
inaction of either of Sellers or an Affiliate of either or both of Sellers. If
such notice is not given in such period, Purchasers shall be deemed to have
waived any exceptions to title in such title report or updated survey, as the
case may be, and shall take title subject thereto. Sellers shall cause the
removal of any exceptions to title noted in such title report or updated survey,
as the case may be, other than the Permitted Exceptions, and any other defects
or objections which may be disclosed on or before the Closing Date and shall be
entitled to reasonable
-31-
adjournments of the Closing for up to 60 days in the aggregate to remove the
same.
ss. 12.02. Any unpaid taxes, assessments, water charges and sewer
rents, together with the interest and penalties thereon to a date not less than
two days following the Closing Date, and any other liens and encumbrances which
Sellers are obligated to pay and discharge or which are not Permitted Exceptions
and are against corporations, estates or other persons in the chain of title,
together with the cost of recording or filing any instruments necessary to
discharge such liens and encumbrances of record, may be paid out of the monies
payable at the Closing if Sellers deliver to Purchasers on the Closing Date
official bills for such taxes, assessments, water charges, sewer rents, interest
and penalties and instruments in recordable form sufficient to discharge such
other liens and encumbrances of record. Upon request made a reasonable time
before the Closing, Purchasers shall provide at the Closing separate checks for
the foregoing payable to the order of the holder of any such charge, lien or
encumbrance.
ss. 12.03. If either party shall default under this Agreement, the
other party may, at its election, sue for damages or specific performance or
seek any other remedy available at law or in equity.
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ss. 13. Broker
ss. 13.01. Each party represents to the other that it has dealt with
no broker, agent or finder in connection with the transactions contemplated by
this Agreement. Each party shall indemnify, hold harmless and defend the other
from and against all loss, liability, damage, litigation, sums paid in
settlement of any of the foregoing and cost (including reasonable attorneys'
fees and disbursements) arising from any claim by any person that he acted on
behalf of the indemnitor in connection with such transactions. The obligations
of the parties under this ss. 13.01 shall survive the Closing or, if the Closing
does not occur, the termination of this Agreement.
ss. 14. Notices
ss. 14.01. All notices, demands, consents, approvals, requests,
objections and other communications required to be given or which may be given
under this Agreement shall be in writing and, except when receipt is required to
start the running of a period of time, shall be deemed given when mailed by
registered or certified United States mail, postage prepaid and return receipt
requested, addressed as follows:
If to Sellers:
c/o Federated Department Stores, Inc.
7 West Seventh Street
Cincinnati, Ohio 45202
Attention: Michael J. McCormick
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with copies concurrently to
Federated Department Stores, Inc.
7 West Seventh Street
Cincinnati, Ohio 45202
Attention: Klaus M. Ziermaier, Esq.
and
Taft, Stettinius & Hollister
1300 East Ninth Street
Cleveland, Ohio 44114
Attention: William K. Smith, Esq.
If to Purchasers:
Kings Plaza Shopping Center of Avenue U,
Inc. and Garage Park Corp.
Alexander's, Inc.
c/o Vornado Realty Trust
80 Park West, Plaza II
Saddle Brook, New Jersey 07663
Attention: Mr. Richard Rowan
with a copy to
Whitman Breed Abbott & Morgan LLP
200 Park Avenue
New York, New York 10166
Attention: Neil Underberg, Esq.
Any writing which may be mailed pursuant to the foregoing may also be delivered
by hand or transmitted by courier service or telecopier (provided, in the case
of telecopied notices, that a hard-copy counterpart thereof shall be provided by
overnight courier or mail service otherwise in accordance with the requirements
of this ss. 14.01) and shall be deemed given when received by the addressee.
Either party may from time to time change its address for purposes of this
Agreement upon the giving of 10 days' notice thereof to the others.
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ss. 15. Limitations on Survival of Representations,
Covenants and other Obligations
ss. 15.01. The representations of the parties under this Agreement
or in any certification delivered pursuant to this Agreement shall survive the
Closing for a period of one (1) year after the Closing Date, and any claim
arising out of the alleged inaccuracy of a representation must be asserted not
later than the first anniversary of the Closing Date.
ss. 15.02. The delivery of the deeds and the other closing documents
by Sellers in accordance with the requirements of this Agreement shall be deemed
the full performance and discharge of every obligation on the part of Sellers to
be performed hereunder, except those obligations of Sellers which are expressly
stated in this Agreement to survive the Closing.
ss. 16. Miscellaneous Provisions
ss. 16.01. This Agreement shall not be assignable by Purchasers
except to an Affiliate of either or both of Purchasers and except that Purchaser
shall have the right to designate the parties who shall be the grantees and
assignees under the deeds and assignments to be delivered pursuant to ss.ss. 9
and 10, which designated parties shall be appropriately substituted in the
Restated COREA, the Supplemental Agreement and other documents to be delivered
pursuant to ss.ss. 9 and 10. No permitted assignment shall delay the Closing,
and Purchasers shall obtain any necessary
-35-
transfer gains tax clearance and pay transfer taxes imposed as a result of such
assignment. No permitted assignment of Purchaser's rights under this Agreement
shall be effective against Sellers unless and until an executed counterpart of
the instrument of assignment shall have been delivered to Sellers and Sellers
shall have been furnished with the name and address of the assignee. The term
"Purchaser" shall be deemed to include the assignee under any such effective
assignment.
ss. 16.02. This Agreement embodies the entire understanding between
the parties with respect to the transactions contemplated herein, and all prior
agreements, understandings, representations and statements, oral or written, are
merged into this Agreement. Either party may waive any provision of this
Agreement which is for its benefit. Neither this Agreement nor any provision
hereof may be waived, amended, discharged or terminated except by an instrument
signed by the party against whom the enforcement of such waiver, amendment,
discharge or termination is sought, and then only to the extent set forth in
such instrument.
ss. 16.03. Whenever the consent or approval of a party is required
under any provision of this Agreement or a matter is subject to the satisfaction
of a party, such party shall not unreasonably withhold or delay such consent or
approval and shall not be unreasonable in deciding whether such matter is
satisfactory.
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ss. 16.04. If any term or provision of this Agreement or the
application thereof to any person or circumstances shall to any extent be
invalid or unenforceable, the remainder of this Agreement or the application of
such term or provision to persons or circumstances other than those as to which
it is held invalid or unenforceable shall not be affected thereby, and each term
and provision of this Agreement shall be valid and enforceable to the extent
permitted by law.
ss. 16.05. Neither this Agreement nor any memorandum or short form
hereof shall be recorded, and any recording of this Agreement or any memorandum
or short form hereof shall be a nullity and have no effect on Sellers' title to
Sellers' Interest in the Premises.
ss. 16.06. This Agreement shall be governed by, and construed in
accordance with, the law of the State of New York.
ss. 16.07. The table of contents and the captions in this Agreement
are for convenience of reference only and do not define or limit the scope or
intent of this Agreement or any of the provisions hereof.
ss. 16.08. This Agreement shall be binding upon and shall inure to
the benefit of the parties hereto and their respective heirs or successors and
permitted assigns.
ss. 16.09. As used in this Agreement, the masculine shall include
the feminine and neuter, the singular shall
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include the plural and the plural shall include the singular, as the context may
require.
ss. 16.10. If the provisions of any schedule or exhibit to this
Agreement are inconsistent with the provisions of this Agreement, the provisions
of such schedule or exhibit shall prevail.
ss. 16.11. Sellers and Purchasers will keep the provisions of this
Agreement confidential and shall use reasonable efforts to cause their
attorneys, architects, engineers and other agents to keep this Agreement
confidential, provided, however, that Sellers and Purchasers shall not be
prohibited from making any disclosures or filings required by securities or
other laws.
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first above written.
Sellers:
KINGS PLAZA SHOPPING
CENTER OF AVENUE U, INC.
By
----------------------
Name:
Title:
Tax I.D. #13-2612815
GARAGE PARK CORP.
By
----------------------
Name:
Title:
Tax I.D. #13-2610802
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Purchasers:
ALEXANDER'S DEPARTMENT
STORES OF BROOKLYN, INC.
By
----------------------
Name:
Title:
Tax I.D. #
--------------
ADMO REALTY CORP.
By
----------------------
Name:
Title:
Tax I.D. #
--------------
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Schedule A-1
Description of Center Mall Parcel
SECTION 25 BLOCK 8470 PART OF LOT 55 ON THE TAX MAP OF KINGS COUNTY
ALL that certain plot, piece or parcel of land, situated in the Borough of
Brooklyn, County of Kings, City and State of New York, bounded and described as
follows:
BEGINNING at a point on the southeasterly side of Avenue U (80 feet wide) 100
feet northeasterly from the corner formed by the intersection of the
southeasterly side of Avenue U (80 feet wide) with the northeasterly side of
Flatbush Avenue (100 feet wide);
RUNNING THENCE northeasterly along the southeasterly side of said Avenue U, 930
feet;
THENCE southeasterly at 90 degrees to said Avenue U, 859.02 feet to the
Conditional United States Pierhead & Bulkhead Line;
THENCE southerly along the Conditional United States Pierhead & Bulkhead Line
and forming an interior angle of 125 degrees 54 minutes 14.56 seconds with the
last mentioned course, 827.16 feet;
THENCE northwesterly forming an interior angle of 54 degrees 5 minutes 45.44
seconds with the last mentioned course, 644.08 feet to a point on a line drawn
parallel with Avenue U (80 feet wide) and 700 feet southeasterly therefrom;
THENCE southwesterly parallel with said Avenue U and at 90 degrees to the last
mentioned course 171.76 feet to a point on the prolongation of the centerline of
former Hinsdale Avenue;
THENCE northwesterly along said prolongation of the center line of former
Hinsdale Avenue and forming an interior angle of 92 degrees 14 minutes 48
seconds with the last mentioned course, 425.33 feet to a point on a line drawn
parallel with Avenue U (80 feet wide) and 275 feet southwesterly therefrom;
THENCE southwesterly parallel with said Avenue U and forming an exterior angle
of 92 degrees 14 minutes 48 seconds with the last mentioned course, 71.59 feet
to the northeasterly side of Flatbush Avenue (100 feet wide);
SA-1-1
THENCE northwesterly parallel with said Flatbush Avenue (100 feet wide), 275
feet to the point to place of BEGINNING.
Excepting from the above described parcel that portion of land that is described
in Parcel A and Parcel B:
PARCEL A (ALEXANDER'S PARCEL)
ALL that certain lot, piece or parcel of land, situated in the Borough of
Brooklyn, County of Kings, City and State of New York, bounded and described as
follows:
BEGINNING at an interior point on a line drawn at right angles to Avenue U,
through a point thereon distant 170 feet 5 3/4 inches northeasterly from the
corner formed by the intersection of the southeasterly side of Avenue U (80 feet
wide) with the northeasterly side of Flatbush Avenue (100 feet wide) said point
being 247 feet 2 inches southeasterly from the southeasterly side of Avenue U
(80 feet wide) measured along said line;
RUNNING THENCE northeasterly parallel with said Avenue U, 249 feet 8-1/4 inches;
THENCE southeasterly at 90 degrees to the last mentioned course, 171 feet 2
inches;
THENCE northeasterly at 90 degrees to the last mentioned course, 28 feet 3
inches;
THENCE southeasterly at 90 degrees to the last mentioned course 66 feet;
THENCE southwesterly at 90 degrees to the last mentioned course, 28 feet 3
inches;
THENCE southwesterly at 90 degrees to the last mentioned course, 140 feet 11
inches;
THENCE southwesterly at 90 degrees to the last mentioned course, 234 feet 10-1/4
inches to the prolongation of the center line of former Hinsdale Avenue;
THENCE northwesterly along the prolongation of the center line of Hinsdale
Avenue and forming an interior angle of 92 degrees 14 minutes 48 seconds with
the last mentioned course, 378 feet 4-1/2 inches to the point or place of
BEGINNING.
PARCEL B
SA-1-2
(MACY'S PARCEL)
BEGINNING at an interior point on a line drawn at right angles to Avenue U
through a point thereon distant 713 feet 2 inches northeasterly from the corner
formed by the intersection of the southeasterly side of Avenue U (80 feet wide)
with the northeasterly side of Flatbush Avenue (100 feet wide), said point being
25 feet southeasterly from the southeasterly side of Avenue U (80 feet wide)
measured along said line;
RUNNING THENCE northeasterly parallel with Avenue U, 239 feet;
THENCE southeasterly at 90 degrees to the last mentioned course, 377 feet 10
inches;
THENCE southwesterly at 90 degrees to the last mentioned course 239 feet;
THENCE northwesterly at 90 degrees to the last mentioned course, 170 feet 6
inches;
THENCE southwesterly at 90 degrees to the last mentioned course 28 feet 3
inches;
THENCE northwesterly at 90 degrees to the last mentioned course, 66 feet;
THENCE northeasterly at 90 degrees to the last mentioned course, 28 feet 3
inches;
THENCE northwesterly at 90 degrees to the last mentioned course, 141 feet 4
inches to the point or place of BEGINNING.
SA-1-3
Schedule A-2
Description of City Leasehold Parcel
PARCEL IV
SECTION 25 BLOCK 8470 LOT 50 ON THE TAX MAP OF KINGS COUNTY
ALL that certain plot, piece or parcel of land, situate, lying and being in the
Borough of Brooklyn, County of Kings, City and State of New York, bounded and
described as follows:
BEGINNING at a point on the northeasterly side of Flatbush Avenue, (200 feet
wide) distant 275 feet southeasterly from the corner formed by the intersection
of the southeasterly side of Avenue U (80 feet wide) with the northeasterly side
of Flatbush Avenue;
RUNNING THENCE northeasterly parallel with Avenue U, 71.59 feet to the
prolongation of the center line of former Hinsdale Avenue;
THENCE southeasterly along the prolongation of the center line of former
Hinsdale Avenue, 425.33 feet to a point on a line drawn parallel with and
distant 700 feet southeasterly from the southeasterly side of Avenue U and 88.29
feet northeasterly from the northeasterly side of Flatbush Avenue measured along
said line;
THENCE northeasterly parallel with Avenue U, 171.76 feet to the prolongation of
the center line of the block between East 52nd Street and East 53rd Street;
THENCE southeasterly along the prolongation of said center line of the block
644.08 feet to the conditional United States Pierhead and Bulkhead Line approved
by the Secretary of War, May 1, 1911;
THENCE southerly along said Pierhead and Bulkhead Line, 247.03 feet;
THENCE northwesterly along a line 60 feet northeasterly from and parallel with
Flatbush Avenue, 470.95 feet;
THENCE southwesterly parallel with Avenue U, 60 feet to the northeasterly side
of Flatbush Avenue;
THENCE northwesterly along the northeasterly side of Flatbush Avenue, 743 feet
to the point or place of BEGINNING.
SA-2-1
Schedule A-3
Description of Overhang Leasehold Parcels
All those lots, pieces or parcels of land situated in the Borough of Brooklyn,
County of Kings, City and State of New York, bounded and described as follows:
Parcel G (Macy's)
Beginning at an interior point on a line drawn at right angles to Avenue U
through a point thereon distant 713 feet 2 inches northeasterly from the corner
formed by the intersection of the southeasterly side of Avenue U (80 feet wide)
with the northeasterly side of Flatbush Avenue (100 feet wide), said point being
232 feet 4 inches southeasterly from the southeasterly side of Avenue U (80 feet
wide) measured along said line; running thence southeasterly at 90 degrees to
said Avenue U 166 feet 10 1/2 inches more or less to the southeasterly face of a
wall which is the extension southwesterly of the southeasterly wall of
Landlord's department store building; thence northeasterly at approximately 90
degrees to the last mentioned course and along the said southeasterly face of
said wall 21 feet 6 inches more or less to the southwesterly face of another
wall; thence northwesterly at approximately 90 degrees to the last mentioned
course and along the said southwesterly face of the last mentioned wall 171 feet
1/2 inch more or less to the southeasterly face of another wall; thence
southwesterly at approximately 90 degrees to the last mentioned course and along
the said southeasterly face of the said last mentioned wall 45 feet more or less
to the southwesterly face of the signband at the front of the southeasterly
building leased hereunder; thence southeasterly at approximately 90 degrees to
the last mentioned course and along the southwesterly face of the said signband
4 feet 2 inches more or less to a point distant 232 feet 4 inches southeasterly
from said Avenue U measured along a line drawn at right angles thereto; thence
northeasterly at 90 degrees to the last mentioned line 23 feet 6 inches more or
less to the point or place of beginning.
Parcel H (Macy's) (upper level)
Beginning at an interior point on a line drawn at right angles to Avenue U
through a point thereon distant 713 feet 2 inches northeasterly from the corner
formed by the intersection of the southeasterly side of Avenue U (80 feet wide)
with the northeasterly side of Flatbush Avenue (100 feet wide), said point being
at the intersection of said line with the southeasterly face of a wall which is
SA-3-1
approximately 59 feet 11 inches southeasterly from the southeasterly side of
Avenue U (80 feet wide) measured along said line; thence northeasterly at
approximately 90 degrees to said line and along the said southeasterly face of
said wall 18 feet 9 1/2 inches more or less to the southwesterly face of another
wall; thence southeasterly at approximately 90 degrees to the last mentioned
course and along the said southwesterly face of said last mentioned wall 33 feet
7 inches more or less to the southeasterly face of another wall; thence
northeasterly at approximately 90 degrees to the last mentioned course and along
the said southeasterly face of said wall 2 feet 8 1/2 inches more or less to the
southwesterly face of another wall; thence southeasterly at approximately 90
degrees to the last mentioned course and along the southwesterly face of said
wall 76 feet 11 inches more or less to the northwesterly face of another wall;
thence southwesterly at approximately 90 degrees to the last mentioned course
and along the said northwesterly face of said last mentioned wall 43 feet 11
inches more or less to the southwesterly face of another wall; thence
southeasterly at approximately 90 degrees to the last mentioned course and along
the southwesterly face of said last mentioned wall and the extension thereof
southeasterly 8 feet 11 inches to the southeasterly face of the signband at the
front of the upper level of the northwesterly building leased hereunder; thence
southwesterly at approximately 90 degrees to the last mentioned course and along
the said southeasterly face of said signband 5 feet 10 inches more or less to a
point on a line drawn at right angles to said Avenue U from a point on said
Avenue U distant 684 feet 11 inches northeasterly from the said corner of Avenue
U and Flatbush Avenue; thence northwesterly along said line 13 feet more or less
to a point distant 166 feet 4 inches southeasterly from said Avenue U measured
along said line; thence northeasterly at 90 degrees to the last mentioned course
28 feet 3 inches; thence northwesterly at 90 degrees to the last mentioned
course 106 feet 5 inches more or less to the point or place of beginning.
Parcel H (Macy's) (Lower Level)
Beginning at an interior point on a line drawn at right angles to Avenue U
through a point thereon distant 713 feet 2 inches northeasterly from the corner
formed by the intersection of the southeasterly side of Avenue U (80 feet wide)
with the northeasterly side of Flatbush Avenue (100 feet wide), said point being
at the intersection of said line with the southeasterly face of a wall which is
approximately 59 feet 11 inches southeasterly from the southeasterly side of
Avenue U (80 feet wide) measured along said line; thence northeasterly at
approximately 90 degrees to said line and along the said southeasterly face of
said
SA-3-2
wall 18 feet 9 1/2 inches more or less to the southwesterly face of another
wall; thence southeasterly at approximately 90 degrees to the last mentioned
course and along the southwesterly face of said mentioned wall 27 feet more or
less to the southeasterly face of another wall; thence northeasterly at
approximately 90 degrees to the last mentioned course and along the said
southeasterly face of said wall 2 feet 8 1/2 inches more or less to the
southwesterly face of another wall; thence southeasterly at approximately 90
degrees to the last mentioned course and along the southwesterly face of said
wall 83 feet 7 inches more or less to the northwesterly face of another wall;
thence southwesterly at approximately 90 degrees to the last mentioned course
and along the said northwesterly face of said last mentioned wall 45 feet more
or less to the southwesterly face of the signband at the front of the lower
level of the northwesterly building leased hereunder; thence northwesterly at
approximately 90 degrees to the last mentioned course and along the said
southwesterly face of the said signband 4 feet 2 inches more or less to a point
distant 166 feet 4 inches southeasterly from said Avenue U measured along a line
drawn at right angles thereto; thence northeasterly at 90 degrees to the last
mentioned line 23 feet 6 inches more or less to a point distant 166 feet 4
inches southeasterly from said Avenue U measured along the line drawn at right
angles thereto from a point thereon distant 713 feet 2 inches northeasterly from
the corner of Avenue U and Flatbush Avenue; thence northwesterly at 90 degrees
to said Avenue U 106 feet 5 inches more or less to the point or place of
beginning.
SA-3-3
Parcel E (Alexander's)
Beginning at an interior point on a line drawn at right angles to Avenue U
through a point thereon distant 420 feet 2 inches northeasterly from the corner
formed by the intersection of the southeasterly side of Avenue U (80 feet wide)
with the northeasterly side of Flatbush Avenue (100 feet wide), said point being
484 feet 4 inches southeasterly from the southeasterly side of Avenue U (80 feet
wide) measured along said line; running thence southeasterly at 90 degrees to
said Avenue U, 136 feet more or less to the southeasterly face of a wall which
is the extension northeasterly of the southeasterly wall of Landlord's
department store building; thence southwesterly at approximately 90 degrees to
the last mentioned course and along the said southeasterly face of said wall 21
feet 6 inches more or less to the northeasterly face of another wall; thence
northwesterly at approximately 90 degrees to the last mentioned course and along
the said northeasterly face of the said last mentioned wall 140 feet 2 inches
more or less to the southeasterly face of another wall; thence northeasterly at
approximately 90 degrees to the last mentioned course and along the said
southeasterly face of the said last mentioned wall 45 feet more or less to the
northeasterly face of the signband at the front of the southeasterly building
leased hereunder; thence southeasterly at approximately 90 degrees to the last
mentioned course and along the said northeasterly face of the said signband 4
feet 2 inches more or less to a point distant 484 feet 4 inches southeasterly
from said Avenue U measured along a line drawn at right angles thereto; thence
southwesterly at 90 degrees to the last mentioned line 23 feet 6 inches more or
less to the point or place of beginning.
Parcel F (Alexander's)
Beginning at an interior point on a line drawn at right angles to Avenue U
through a point thereon distant 420 feet 2 inches northeasterly from the corner
formed by the intersection of the southeasterly side of Avenue U (80 feet wide)
with the northeasterly side of Flatbush Avenue (100 feet wide), said point being
at the intersection of said line with the northwesterly face of a wall which is
the extension northeasterly of the northwesterly wall of Landlord's department
store building and being approximately 251 feet 5 1/2 inches southeasterly from
the southeasterly side of Avenue U (80 feet wide) measured along said line;
running thence southwesterly at approximately 90 degrees to said line and along
the said
SA-3-4
northwesterly face of said wall 21 feet 6 inches more or less to the
northeasterly face of another wall; thence southeasterly at approximately 90
degrees to the last mentioned course and along the said northeasterly face of
said last mentioned wall 171 feet 1/2 inch more or less to the northwesterly
face of another wall; thence northeasterly at approximately 90 degrees to the
last mentioned course and along the said northwesterly face of said last
mentioned wall 45 feet more or less to the northeasterly face of the signband at
the front of the northwesterly building leased hereunder; thence northwesterly
at approximately 90 degrees to the last mentioned course and along the said
northeasterly face of the said signband 4 feet 2 inches more or less to a point
distant 418 feet 4 inches southeasterly from said Avenue U measured along the
line drawn at right angles thereto; thence southwesterly at 90 degrees to the
last mentioned line 23 feet 6 inches more or less to a point distant 418 feet 4
inches southeasterly from said Avenue U measured along the line drawn at right
angles thereto from a point thereon distant 420 feet 2 inches northeasterly from
the said corner of Avenue U and Flatbush Avenue; thence northwesterly at 90
degrees to said Avenue U 166 feet 10 1/2 inches more or less to the point or
place of beginning.
SA-3-5
Schedule A-4
Description of Mobil Parcel
SECTION 24 BLOCK 8470 LOT 114 ON THE TAX MAP OF KINGS COUNTY
ALL that certain plot, piece or parcel of land, situate, lying and being in the
Borough of Brooklyn, County of Kings, City and State of New York, bounded and
described as follows:
BEGINNING at a point on the southeasterly side of Avenue U as presently on the
City Map 80 feet wide, distant 1,030 feet northeasterly from the intersection of
the southeasterly side of said Avenue U with the northeasterly side of Flatbush
Avenue, 100 feet wide as on present City Map;
RUNNING THENCE southeasterly at right angles to said Avenue U, 859.02 feet to
the Conditional U.S. Pierhead and Bulkhead Line of Mill Basin approved by the
Secretary of War 5/1/1911;
THENCE northerly along said Pierhead and Bulkhead Line 356.42 feet to a bend
therein;
THENCE northeasterly still along the Pierhead and Bulkhead Line and parallel
with Avenue U, 61.30 feet;
THENCE northwesterly at right angles to Avenue U, 650 feet to the southeasterly
side of Avenue U;
THENCE southwesterly along the southeasterly side of Avenue U, 350 feet to the
point or place of BEGINNING.
SA-4-1
Schedule B
Permitted Exceptions
1. Zoning regulations, resolutions and ordinances which are not
violated by the existing structures or the present use thereof and which do not
render title uninsurable.
2. Unpaid installments of assessments not due and payable on or
before the Closing Date.
3. Those matters shown in the survey of the Premises dated April 12,
1971 and prepared by Bartlett, Ludlam & Dill Associates.
4. Covenants and Restrictions as set forth in Liber 25 Oz. 120 Sec.
2 as repeated in Liber 25 Oz. 124 Sec. 2 and Liber 25 Oz. 472 Sec. 2.
5. Right to maintain vaults and charges therefor, if any.
6. Right of the United States Government to establish harbor,
bulkhead or pierhead lines or to change or alter any such existing lines and to
remove or compel the removal of fill and improvements thereon (including the
buildings or other structures) from land now or formerly lying below the high
water mark of Mill Basin.
7. Riparian rights and easements of others to and over Mill Basin.
8. Easement acquired by the City of New York for street purposes
over the strip 30 feet in width between the southeasterly side of Avenue U (80
feet wide) and the south easterly side of Avenue U (110 feet wide).
9. Street Closing Agreement in Reel 405 Page 1080.
10. Projections on Avenue U by lights on piers, signs and roof
overhang.
11. Telephone Easement recorded in Reel 2037 Page 906.
12. Tenancy in Common Agreement recorded in Reel 413 Page 362.
13. Terms, covenants, Conditions and Agreements contained in Lease
made by and between The City of New York, acting by its commissioner of Marine
and Aviation (lessor)
OZ-1
and U & T Realty Corp. (lessees) dated 11/29/67 recorded 6/10/70 in Reel 416
Page 344 as assigned to and assumed by Kings Plaza Shopping Center of Avenue U,
Inc. by Agreement dated 1/27/70 recorded 6/10/70 in Reel 416 page 354 and as
modified by further Agreement between lessor and new lessee dated 5/25/76
recorded in Reel 873 page 1262.
OZ-2
Exhibit A-1
DEED OF CENTER MALL PREMISES
RECORD AND RETURN TO:
Patricia Van B. Madsen, Esq.
Whitman Breed Abbott & Morgan LLP
200 Park Avenue
New York, New York 10166
Bargain & Sale Deed
with Covenants
THIS INDENTURE, made the ____ day of___________, 1998 by KINGS PLAZA
SHOPPING CENTER OF AVENUE U, INC., a New York corporation (herein called
"Grantor"), having an office at 7 West 7th Street, Cincinnati, Ohio 45202, and
ALEXANDER'S DEPARTMENT STORES OF BROOKLYN, INC., a New York corporation (herein
called "Grantee"), having an office at c/o Vornado Realty Trust, 80 Park West,
Plaza II, Saddle Brook, New Jersey 07663,
WITNESSETH, that Grantor, in consideration of Ten Dollars and other
valuable consideration paid by Grantee, does hereby grant and release unto
Grantee, the heirs or successors and assigns of Grantee forever:
ALL that certain plot, piece or parcel of land, with the buildings
and improvements thereon erected, situate, lying and being in the County of
Kings, New York, bounded and described as follows:
SECTION 25 BLOCK 8470 PART OF LOT 55 ON THE TAX MAP OF KINGS COUNTY
ALL that certain plot, piece or parcel of land, situated in the Borough of
Brooklyn, County of Kings, City and State of New York, bounded and described as
follows:
BEGINNING at a point on the southeasterly side of Avenue U (80 feet wide) 100
feet northeasterly from the corner formed by the intersection of the
southeasterly side of Avenue U (80 feet wide) with the northeasterly side of
Flatbush Avenue (100 feet wide);
RUNNING THENCE northeasterly along the southeasterly side of said Avenue U, 930
feet;
XA-1-1
THENCE southeasterly at 90 degrees to said Avenue U, 859.02 feet to the
Conditional United States Pierhead & Bulkhead Line;
THENCE southerly along the Conditional United States Pierhead & Bulkhead Line
and forming an interior angle of 125 degrees 54 minutes 14.56 seconds with the
last mentioned course, 827.16 feet;
THENCE northwesterly forming an interior angle of 54 degrees 5 minutes 45.44
seconds with the last mentioned course, 644.08 feet to a point on a line drawn
parallel with Avenue U (80 feet wide) and 700 feet southeasterly therefrom;
THENCE southwesterly parallel with said Avenue U and at 90 degrees to the last
mentioned course 171.76 feet to a point on the prolongation of the centerline of
former Hinsdale Avenue;
THENCE northwesterly along said prolongation of the center line of former
Hinsdale Avenue and forming an interior angle of 92 degrees 14 minutes 48
seconds with the last mentioned course, 425.33 feet to a point on a line drawn
parallel with Avenue U (80 feet wide) and 275 feet southwesterly therefrom;
THENCE southwesterly parallel with said Avenue U and forming an exterior angle
of 92 degrees 14 minutes 48 seconds with the last mentioned course, 71.59 feet
to the northeasterly side of Flatbush Avenue (100 feet wide);
THENCE northwesterly parallel with said Flatbush Avenue (100 feet wide), 275
feet to the point or place of BEGINNING.
Excepting from the above described parcel that portion of land that is described
in Parcel A and Parcel B:
PARCEL A
(ALEXANDER'S PARCEL)
ALL that certain lot, piece or parcel of land, situated in the Borough of
Brooklyn, County of Kings, City and State of New York, bounded and described as
follows:
BEGINNING at an interior point on a line drawn at right angles to Avenue U,
through a point thereon distant 170 feet 5 3/4 inches northeasterly from the
corner formed by the intersection of the southeasterly side of Avenue U (80 feet
wide) with the northeasterly side of Flatbush Avenue (100 feet wide) said point
being 247 feet 2 inches southeasterly from the southeasterly side of Avenue U
(80 feet wide) measured along said line;
XA-1-2
RUNNING THENCE northeasterly parallel with said Avenue U, 249 feet 8-1/4 inches;
THENCE southeasterly at 90 degrees to the last mentioned course, 171 feet 2
inches;
THENCE northeasterly at 90 degrees to the last mentioned course, 28 feet 3
inches;
THENCE southeasterly at 90 degrees to the last mentioned course 66 feet;
THENCE southwesterly at 90 degrees to the last mentioned course, 28 feet 3
inches;
THENCE southwesterly at 90 degrees to the last mentioned course, 140 feet 11
inches;
THENCE southwesterly at 90 degrees to the last mentioned course, 234 feet 10-1/4
inches to the prolongation of the center line of former Hinsdale Avenue;
THENCE northwesterly along the prolongation of the center line of Hinsdale
Avenue and forming an interior angle of 92 degrees 14 minutes 48 seconds with
the last mentioned course, 378 feet 4-1/2 inches to the point or place of
BEGINNING.
PARCEL B
(MACY'S PARCEL)
BEGINNING at an interior point on a line drawn at right angles to Avenue U
through a point thereon distant 713 feet 2 inches northeasterly from the corner
formed by the intersection of the southeasterly side of Avenue U (80 feet wide)
with the northeasterly side of Flatbush Avenue (100 feet wide), said point being
25 feet southeasterly from the southeasterly side of Avenue U (80 feet wide)
measured along said line;
RUNNING THENCE northeasterly parallel with Avenue U, 239 feet;
THENCE southeasterly at 90 degrees to the last mentioned course, 377 feet 10
inches;
THENCE southwesterly at 90 degrees to the last mentioned course 239 feet;
THENCE northwesterly at 90 degrees to the last mentioned course, 170 feet 6
inches;
XA-1-3
THENCE southwesterly at 90 degrees to the last mentioned course 28 feet 3
inches;
THENCE northwesterly at 90 degrees to the last mentioned course, 66 feet;
THENCE northeasterly at 90 degrees to the last mentioned course, 28 feet 3
inches;
THENCE northwesterly at 90 degrees to the last mentioned course, 141 feet 4
inches to the point or place of BEGINNING.
SUBJECT to the following matters:
1. Zoning regulations, resolutions and ordinances which are not
violated by the existing structures or the present use thereof and which do not
render title uninsurable.
2. Unpaid installments of assessments not due and payable on or
before the Closing Date.
3. Those matters shown in the survey of the Premises dated April 12,
1971 and prepared by Bartlett, Ludlam & Dill Associates.
4. Covenants and Restrictions as set forth in Liber 25 Oz. 120 Sec.
2 as repeated in Liber 25 Oz. 124 Sec. 2 and Liber 25 Oz. 472 Sec. 2.
5. Right to maintain vaults and charges therefor, if any.
6. Right of the United States Government to establish harbor,
bulkhead or pierhead lines or to change or alter any such existing lines and to
remove or compel the removal of fill and improvements thereon (including the
buildings or other structures) from land now or formerly lying below the high
water mark of Mill Basin.
7. Riparian rights and easements of others to and over Mill Basin.
8. Easement acquired by the City of New York for street purposes
over the strip 30 feet in width between the southeasterly side of Avenue U (80
feet wide) and the south easterly side of Avenue U (110 feet wide).
9. Street Closing Agreement in Reel 405 Page 1080.
XA-1-4
10. Projections on Avenue U by lights on piers, signs and roof
overhang.
11. Telephone Easement recorded in Reel 2037 Page 906.
12. Tenancy in Common Agreement recorded in Reel 413 Page 362.
TOGETHER with all right, title and interest, if any, of Grantor in
and to any streets and roads abutting the above-described premises to the center
lines thereof;
TOGETHER with the appurtenances and all the estate and rights of
Grantor in and to said premises;
TO HAVE AND TO HOLD the premises herein granted unto Grantee, the
heirs or successors and assigns of Grantee forever.
Grantor covenants that Grantor has not done or suffered anything
whereby said premises have been encumbered in any way whatever, except as
aforesaid.
Grantor, in compliance with Section 13 of the Lien Law, covenants
that Grantor will receive the consideration for this conveyance and will hold
the right to receive such consideration as a trust fund to be applied first for
the purpose of paying the cost of the improvement and will apply the same first
to the payment of the cost of the improvement before using any part of the total
of the same for any other purpose.
IN WITNESS WHEREOF, Grantor has duly executed this deed the day and
year first above written.
KINGS PLAZA SHOPPING CENTER OF
AVENUE U, INC.
By:
-----------------------------
Name:
Title:
Section 25
Block 8470
Lot Part of 55
County or Town Kings
Street Address Avenue U
and Flatbush Avenue
Brooklyn, New York
XA-1-5
State of Ohio
County of Hamilton
On the __________ day of __________________, 1998, before me personally came
_____________________________________to me personally known who being by me duly
sworn did depose and say that (s)he resides at No. _____________________________
________________________________________________________________________________
and that (s)he is the _________________________________ of KINGS PLAZA SHOPPING
CENTER OF AVENUE U, INC., the corporation described in and which executed the
foregoing instrument; that (s)he knows the seal of said corporation; that the
seal affixed to said instrument is such corporate seal; that it was so affixed
by the order of the Board of Directors of said corporation and that (s)he signed
his/her name thereto by like order.
-----------------------------------
Notary Public
XA-1-6
Exhibit A-2
ASSIGNMENT AND ASSUMPTION OF CITY LEASE
ASSIGNMENT AND ASSUMPTION OF CITY LEASE (this "Assignment and
Assumption"), made as of ______________, 1998 between KINGS PLAZA SHOPPING
CENTER OF AVENUE U, INC., a New York corporation ("Assignor"), and ALEXANDER'S
DEPARTMENT STORES OF BROOKLYN, INC., a New York corporation ("Assignee").
Preliminary Statement
Assignor and Assignee are tenants in common under the Indenture
between The City of New York, a municipal corporation existing under the laws of
the State of New York, dated as of November 29, 1967 (as amended by an Amendment
of Indenture dated September 19, 1969, as assigned by U & F Realty Corp. to
Kings Plaza Shopping Center of Flatbush Avenue, Inc. and Assignor pursuant to an
Assignment and Assumption Agreement dated January 27, 1970 and as further
amended by a letter agreement dated May 15, 1972, an Occupancy Permit - Form B
#180-74 dated August 13, 1974 and an Agreement dated May 25, 1976, the "City
Lease").
Assignee is the successor by merger to Kings Plaza Shopping Center
of Flatbush Avenue, Inc.
Pursuant to an Agreement of Purchase and Sale dated ______________,
1998 among Assignor, Garage Park Corp., Assignee and Admo Realty Corp. (the
"Agreement"), Assignor wishes to assign to Assignee all of Assignor's right,
title and interest in, to and under the Lease.
NOW, THEREFORE, in consideration of the premises, the mutual
covenants contained herein and other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties agree as
follows:
1. Assignor hereby assigns to Assignee and its successors and
assigns all of Assignor's right, title and interest in, to and under the Lease
and all rights, claims and causes of action arising out of or related to the
Lease.
2. Assignee hereby accepts the assignment of the Lease from Assignor
and assumes and agrees to be bound by the obligations of Assignor thereunder
arising on or after the date hereof.
3. No portion of the Purchase Price payable pursuant to the
Agreement has been allocated to Assignor's interest in the Lease and there are
no other rents, profits
XA-2-1
or gains charged by Assignor for this Assignment and Assumption. The sole
consideration for the assignment of the Lease shall be Assignee's assumption of
Assignor's obligations under the Lease pursuant to this Assignment and
Assumption.
4. The execution and delivery of this Assignment and Assumption
shall not effect a release of Assignor's obligations pursuant to the Lease.
Assignor covenants and agrees, for the benefit of the Lessor under the Lease, to
remain fully liable under the Lease, notwithstanding this Assignment and
Assumption.
IN WITNESS WHEREOF, the parties have signed this Assignment and
Assumption as of the day and year first above written.
KINGS PLAZA SHOPPING CENTER OF
AVENUE U, INC.
By:
------------------------------------
Name:
Title:
ALEXANDER'S DEPARTMENT STORES
OF BROOKLYN, INC.
By:
------------------------------------
Name:
Title:
XA-2-2
Exhibit A-3
ASSIGNMENT AND ASSUMPTION
OF TENANT'S INTEREST IN THE OVERHANG LEASES
ASSIGNMENT AND ASSUMPTION OF LEASE (this "Assignment and
Assumption"), made as of _____________, 1998 between KINGS PLAZA SHOPPING CENTER
OF AVENUE U, INC., a New York corporation ("Assignor"), and ALEXANDER'S
DEPARTMENT STORES OF BROOKLYN, INC., a New York corporation ("Assignee").
Preliminary Statement
Assignor and Assignee are tenants in common under a Lease from
Alexander's Department Stores of Brooklyn, Inc., dated as of February 1, 1970
(as amended by an Amendment to Lease dated the date hereof, the "Alexander's
Overhang Lease") and a Lease from Flatbrook Properties Corp. dated as of
February 1, 1970 (as amended by an Amendment to Lease dated the date hereof, the
"Macy's Overhang Lease"; together with the Alexander's Overhang Lease, the
"Overhang Leases").
Assignee is the successor by merger to Kings Plaza Shopping Center
of Flatbush Avenue, Inc.
Pursuant to an Agreement of Purchase and Sale dated ______________,
1998 among Assignor, Garage Park Corp., Assignee and Admo Realty Corp. (the
"Agreement"), Assignor wishes to assign to Assignee all of Assignor's right,
title and interest in, to and under the Overhang Leases.
NOW, THEREFORE, in consideration of the premises, the mutual
covenants contained herein and other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties agree as
follows:
1. Assignor hereby assigns to Assignee and its successors and
assigns all of Assignor's right, title and interest in, to and under the
Overhang Leases and all rights, claims and causes of action arising out of or
related to the Overhang Leases.
2. Assignee hereby accepts the assignment of the Overhang Leases
from Assignor and assumes and agrees to be bound by the obligations of Assignor
thereunder arising on or after the date hereof.
XA-3-1
IN WITNESS WHEREOF, the parties have signed this Assignment and
Assumption as of the day and year first above written.
KINGS PLAZA SHOPPING CENTER OF
AVENUE U, INC.
By:
------------------------------------
Name:
Title:
ALEXANDER'S DEPARTMENT STORES
OF BROOKLYN, INC.
By:
------------------------------------
Name:
THIS ASSIGNMENT AND ASSUMPTION
IS HEREBY CONSENTED AND AGREED TO:
ALEXANDER'S OF BROOKLYN, INC., as Landlord
(successor in interest to Alexander's
Department Stores of Brooklyn, Inc.)
By:
------------------------------------
Name:
Title:
MACY'S KINGS PLAZA REAL ESTATE, INC.
(successor in interest to Flatbrook
Properties Corp.)
By:
------------------------------------
Name:
Title:
UNION BANK OF SWITZERLAND, NEW YORK BRANCH
By:
------------------------------------
Name:
Title:
XA-3-2
Exhibit A-4
DEED OF MOBIL PREMISES
RECORD AND RETURN TO:
Patricia Van B. Madsen, Esq.
Whitman Breed Abbott & Morgan LLP
200 Park Avenue
New York, New York 10166
THIS INDENTURE, made the ____ day of___________, 1998 by GARAGE PARK
CORP., a New York corporation (herein called "Grantor"), having an office at 7
West 7th Street, Cincinnati, Ohio 45202, and ADMO REALTY CORP., a New York
corporation (herein called "Grantee"), having an office at c/o Vornado Realty
Trust, 80 Park West, Plaza II, Saddle Brook, New Jersey 07663,
WITNESSETH, that Grantor, in consideration of Ten Dollars and other
valuable consideration paid by Grantee, does hereby grant and release unto
Grantee, the heirs or successors and assigns of Grantee forever:
ALL that certain plot, piece or parcel of land, with the buildings
and improvements thereon erected, situate, lying and being in the County of
Kings, New York, bounded and described as follows:
SECTION 24 BLOCK 8470 LOT 114 ON THE TAX MAP OF KINGS COUNTY
ALL that certain plot, piece or parcel of land, situate, lying and being in the
Borough of Brooklyn, County of Kings, City and State of New York, bounded and
described as follows:
BEGINNING at a point on the southeasterly side of Avenue U as presently on the
City Map 80 feet wide, distant 1,030 feet northeasterly from the intersection of
the southeasterly side of said Avenue U with the northeasterly side of Flatbush
Avenue, 100 feet wide as on present City Map;
RUNNING THENCE southeasterly at right angles to said Avenue U, 859.02 feet to
the Conditional U.S. Pierhead and Bulkhead Line of Mill Basin approved by the
Secretary of War 5/1/1911;
THENCE northerly along said Pierhead and Bulkhead Line 356.42 feet to a bend
therein;
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THENCE northeasterly still along the Pierhead and Bulkhead Line and parallel
with Avenue U, 61.30 feet;
THENCE northwesterly at right angles to Avenue U, 650 feet to the southeasterly
side of Avenue U;
THENCE southwesterly along the southeasterly side of Avenue U, 350 feet to the
point or place of BEGINNING.
SUBJECT to the following matters:
1. Zoning regulations, resolutions and ordinances which are not
violated by the existing structures or the present use thereof and which do not
render title uninsurable.
2. Unpaid installments of assessments not due and payable on or
before the Closing Date.
3. Those matters shown in the survey of the Premises dated April 12,
1971 and prepared by Bartlett, Ludlam & Dill Associates.
4. Covenants and Restrictions as set forth in Liber 25 Oz. 120 Sec.
2 as repeated in Liber 25 Oz. 124 Sec. 2 and Liber 25 Oz. 472 Sec. 2.
5. Right to maintain vaults and charges therefor, if any.
6. Right of the United States Government to establish harbor,
bulkhead or pierhead lines or to change or alter any such existing lines and to
remove or compel the removal of fill and improvements thereon (including the
buildings or other structures) from land now or formerly lying below the high
water mark of Mill Basin.
7. Riparian rights and easements of others to and over Mill Basin.
8. Easement acquired by the City of New York for street purposes
over the strip 30 feet in width between the southeasterly side of Avenue U (80
feet wide) and the south easterly side of Avenue U (110 feet wide).
9. Street Closing Agreement in Reel 405 Page 1080.
10. Projections on Avenue U by lights on piers, signs and roof
overhang.
11. Telephone Easement recorded in Reel 2037 Page 906.
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TOGETHER with all right, title and interest, if any, of Grantor in
and to any streets and roads abutting the above-described premises to the center
lines thereof;
TOGETHER with the appurtenances and all the estate and rights of
Grantor in and to said premises;
TO HAVE AND TO HOLD the premises herein granted unto Grantee, the
heirs or successors and assigns of Grantee forever.
Grantor covenants that Grantor has not done or suffered anything
whereby said premises have been encumbered in any way whatever, except as
aforesaid.
Grantor, in compliance with Section 13 of the Lien Law, covenants
that Grantor will receive the consideration for this conveyance and will hold
the right to receive such consideration as a trust fund to be applied first for
the purpose of paying the cost of the improvement and will apply the same first
to the payment of the cost of the improvement before using any part of the total
of the same for any other purpose.
This deed is given subject to the restriction that, during the term
of the Amended and Restated Construction, Operation and Reciprocal Agreement
dated June __, 1998 among Macy's Kings Plaza Real Estate, Inc. and Alexander's
Kings Plaza Center, Inc. (as the same may hereafter be amended, supplemented or
extended, the "COREA") and intended to be recorded in the Office of the City
Register, Kings County, New York, Grantee shall not construct improvements on
the premises herein granted within 100 feet of Avenue U of a height in excess of
12 feet except in compliance with the terms of the COREA.
IN WITNESS WHEREOF, Grantor has duly executed this deed the day and
year first above written.
GARAGE PARK CORP.
By:
------------------------------------
Name:
Title:
Section 25
Block 8470
Lot 114
County or Town Kings
Street Address Avenue U
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and Flatbush Avenue
Brooklyn, New York
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State of New York
County of New York
On the __________ day of __________________, 1998, before me personally came
_____________________________________to me personally known who being by me duly
sworn did depose and say that (s)he resides at No.______________________________
________________________________________________________________________________
and that (s)he is the ________________________________ of GARAGE PARK CORP.
INC., the corporation described in and which executed the foregoing instrument;
that (s)he knows the seal of said corporation; that the seal affixed to said
instrument is such corporate seal; that it was so affixed by the order of the
Board of Directors of said corporation and that (s)he signed his/her name
thereto by like order.
-----------------------------------
Notary Public
XA-4-5
Exhibit B
Bill of Sale
KINGS PLAZA SHOPPING CENTER OF AVENUE U, INC., a New York
corporation, and GARAGE PARK CORP., a New York corporation (collectively,
"Sellers"), for good and valuable consideration, receipt of which is hereby
acknowledged, hereby sell, assign and transfer to ALEXANDER'S DEPARTMENT STORES
OF BROOKLYN, INC., a New York corporation, and ADMO REALTY CORP., a New York
corporation (collectively, "Purchasers"), all fixtures and personal property
(collectively, the "Property") attached or appurtenant to the buildings and
improvements located on the property described in Schedule A hereto (other than
property of tenants, subtenants, the property manager of the Premises or
contractors under service contracts).
Sellers represent and warrant to Purchasers that:
1. Sellers own good title to the Property.
2. The Property is free from any security interest or other lien or
encumbrance.
3. Sellers have the right to sell the Property and to make this Bill
of Sale.
IN WITNESS WHEREOF, Sellers have executed this Bill of Sale the
_____ day of __________, 1998.
KINGS PLAZA SHOPPING CENTER OF
AVENUE U, INC.
By:
------------------------------------
Name:
Title:
GARAGE PARK CORP.
By:
------------------------------------
Name:
Title:
XB-1
Schedule A to Exhibit B
Description of Center Mall,
City Leasehold, Overhang Leasehold and Mobil Parcels
SECTION 25 BLOCK 8470 PART OF LOT 55 ON THE TAX MAP OF KINGS COUNTY
ALL that certain plot, piece or parcel of land, situated in the Borough of
Brooklyn, County of Kings, City and State of New York, bounded and described as
follows:
BEGINNING at a point on the southeasterly side of Avenue U (80 feet wide) 100
feet northeasterly from the corner formed by the intersection of the
southeasterly side of Avenue U (80 feet wide) with the northeasterly side of
Flatbush Avenue (100 feet wide);
RUNNING THENCE northeasterly along the southeasterly side of said Avenue U, 930
feet;
THENCE southeasterly at 90 degrees to said Avenue U, 859.02 feet to the
Conditional United States Pierhead & Bulkhead Line;
THENCE southerly along the Conditional United States Pierhead & Bulkhead Line
and forming an interior angle of 125 degrees 54 minutes 14.56 seconds with the
last mentioned course, 827.16 feet;
THENCE northwesterly forming an interior angle of 54 degrees 5 minutes 45.44
seconds with the last mentioned course, 644.08 feet to a point on a line drawn
parallel with Avenue U (80 feet wide) and 700 feet southeasterly therefrom;
THENCE southwesterly parallel with said Avenue U and at 90 degrees to the last
mentioned course 171.76 feet to a point on the prolongation of the centerline of
former Hinsdale Avenue;
THENCE northwesterly along said prolongation of the center line of former
Hinsdale Avenue and forming an interior angle of 92 degrees 14 minutes 48
seconds with the last mentioned course, 425.33 feet to a point on a line drawn
parallel with Avenue U (80 feet wide) and 275 feet southwesterly therefrom;
THENCE southwesterly parallel with said Avenue U and forming an exterior angle
of 92 degrees 14 minutes 48 seconds with the last mentioned course, 71.59 feet
to the northeasterly side of Flatbush Avenue (100 feet wide);
XB-2
THENCE northwesterly parallel with said Flatbush Avenue (100 feet wide), 275
feet to the point to place of BEGINNING.
Excepting from the above described parcel that portion of land that is described
in Parcel A and Parcel B:
PARCEL A
(ALEXANDER'S PARCEL)
ALL that certain lot, piece or parcel of land, situated in the Borough of
Brooklyn, County of Kings, City and State of New York, bounded and described as
follows:
BEGINNING at an interior point on a line drawn at right angles to Avenue U,
through a point thereon distant 170 feet 5 3/4 inches northeasterly from the
corner formed by the intersection of the southeasterly side of Avenue U (80 feet
wide) with the northeasterly side of Flatbush Avenue (100 feet wide) said point
being 247 feet 2 inches southeasterly from the southeasterly side of Avenue U
(80 feet wide) measured along said line;
RUNNING THENCE northeasterly parallel with said Avenue U, 249 feet 8-1/4 inches;
THENCE southeasterly at 90 degrees to the last mentioned course, 171 feet 2
inches;
THENCE northeasterly at 90 degrees to the last mentioned course, 28 feet 3
inches;
THENCE southeasterly at 90 degrees to the last mentioned course 66 feet;
THENCE southwesterly at 90 degrees to the last mentioned course, 28 feet 3
inches;
THENCE southwesterly at 90 degrees to the last mentioned course, 140 feet 11
inches;
THENCE southwesterly at 90 degrees to the last mentioned course, 234 feet 10-1/4
inches to the prolongation of the center line of former Hinsdale Avenue;
THENCE northwesterly along the prolongation of the center line of Hinsdale
Avenue and forming an interior angle of 92 degrees 14 minutes 48 seconds with
the last mentioned course, 378 feet 4-1/2 inches to the point or place of
BEGINNING.
PARCEL B
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(MACY'S PARCEL)
BEGINNING at an interior point on a line drawn at right angles to Avenue U
through a point thereon distant 713 feet 2 inches northeasterly from the corner
formed by the intersection of the southeasterly side of Avenue U (80 feet wide)
with the northeasterly side of Flatbush Avenue (100 feet wide), said point being
25 feet southeasterly from the southeasterly side of Avenue U (80 feet wide)
measured along said line;
RUNNING THENCE northeasterly parallel with Avenue U, 239 feet;
THENCE southeasterly at 90 degrees to the last mentioned course, 377 feet 10
inches;
THENCE southwesterly at 90 degrees to the last mentioned course 239 feet;
THENCE northwesterly at 90 degrees to the last mentioned course, 170 feet 6
inches;
THENCE southwesterly at 90 degrees to the last mentioned course 28 feet 3
inches;
THENCE northwesterly at 90 degrees to the last mentioned course, 66 feet;
THENCE northeasterly at 90 degrees to the last mentioned course, 28 feet 3
inches;
THENCE northwesterly at 90 degrees to the last mentioned course, 141 feet 4
inches to the point or place of BEGINNING.
XB-4
SECTION 25 BLOCK 8470 LOT 50 ON THE TAX MAP OF KINGS COUNTY
ALL that certain plot, piece or parcel of land, situate, lying and being in the
Borough of Brooklyn, County of Kings, City and State of New York, bounded and
described as follows:
BEGINNING at a point on the northeasterly side of Flatbush Avenue, (200 feet
wide) distant 275 feet southeasterly from the corner formed by the intersection
of the southeasterly side of Avenue U (80 feet wide) with the northeasterly side
of Flatbush Avenue;
RUNNING THENCE northeasterly parallel with Avenue U, 71.59 feet to the
prolongation of the center line of former Hinsdale Avenue;
THENCE southeasterly along the prolongation of the center line of former
Hinsdale Avenue, 425.33 feet to a point on a line drawn parallel with and
distant 700 feet southeasterly from the southeasterly side of Avenue U and 88.29
feet northeasterly from the northeasterly side of Flatbush Avenue measured along
said line;
THENCE northeasterly parallel with Avenue U, 171.76 feet to the prolongation of
the center line of the block between East 52nd Street and East 53rd Street;
THENCE southeasterly along the prolongation of said center line of the block
644.08 feet to the conditional United States Pierhead and Bulkhead Line approved
by the Secretary of War, May 1, 1911;
THENCE southerly along said Pierhead and Bulkhead Line, 247.03 feet;
THENCE northwesterly along a line 60 feet northeasterly from and parallel with
Flatbush Avenue, 470.95 feet;
THENCE southwesterly parallel with Avenue U, 60 feet to the northeasterly side
of Flatbush Avenue;
THENCE northwesterly along the northeasterly side of Flatbush Avenue, 743 feet
to the point or place of BEGINNING.
XB-5
All those lots, pieces or parcels of land situated in the Borough of Brooklyn,
County of Kings, City and State of New York, bounded and described as follows:
Parcel G (Macy's)
Beginning at an interior point on a line drawn at right angles to Avenue U
through a point thereon distant 713 feet 2 inches northeasterly from the corner
formed by the intersection of the southeasterly side of Avenue U (80 feet wide)
with the northeasterly side of Flatbush Avenue (100 feet wide), said point being
232 feet 4 inches southeasterly from the southeasterly side of Avenue U (80 feet
wide) measured along said line; running thence southeasterly at 90 degrees to
said Avenue U 166 feet 10 1/2 inches more or less to the southeasterly face of a
wall which is the extension southwesterly of the southeasterly wall of
Landlord's department store building; thence northeasterly at approximately 90
degrees to the last mentioned course and along the said southeasterly face of
said wall 21 feet 6 inches more or less to the southwesterly face of another
wall; thence northwesterly at approximately 90 degrees to the last mentioned
course and along the said southwesterly face of the last mentioned wall 171 feet
1/2 inch more or less to the southeasterly face of another wall; thence
southwesterly at approximately 90 degrees to the last mentioned course and along
the said southeasterly face of the said last mentioned wall 45 feet more or less
to the southwesterly face of the signband at the front of the southeasterly
building leased hereunder; thence southeasterly at approximately 90 degrees to
the last mentioned course and along the southwesterly face of the said signband
4 feet 2 inches more or less to a point distant 232 feet 4 inches southeasterly
from said Avenue U measured along a line drawn at right angles thereto; thence
northeasterly at 90 degrees to the last mentioned line 23 feet 6 inches more or
less to the point or place of beginning.
Parcel H (Macy's) (upper level)
Beginning at an interior point on a line drawn at right angles to Avenue U
through a point thereon distant 713 feet 2 inches northeasterly from the corner
formed by the intersection of the southeasterly side of Avenue U (80 feet wide)
with the northeasterly side of Flatbush Avenue (100 feet wide), said point being
at the intersection of said line with the southeasterly face of a wall which is
approximately 59 feet 11 inches southeasterly from the southeasterly side of
Avenue U (80 feet wide) measured along said line; thence northeasterly at
approximately 90 degrees
XB-6
to said line and along the said southeasterly face of said wall 18 feet 9 1/2
inches more or less to the southwesterly face of another wall; thence
southeasterly at approximately 90 degrees to the last mentioned course and along
the said southwesterly face of said last mentioned wall 33 feet 7 inches more or
less to the southeasterly face of another wall; thence northeasterly at
approximately 90 degrees to the last mentioned course and along the said
southeasterly face of said wall 2 feet 8 1/2 inches more or less to the
southwesterly face of another wall; thence southeasterly at approximately 90
degrees to the last mentioned course and along the southwesterly face of said
wall 76 feet 11 inches more or less to the northwesterly face of another wall;
thence southwesterly at approximately 90 degrees to the last mentioned course
and along the said northwesterly face of said last mentioned wall 43 feet 11
inches more or less to the southwesterly face of another wall; thence
southeasterly at approximately 90 degrees to the last mentioned course and along
the southwesterly face of said last mentioned wall and the extension thereof
southeasterly 8 feet 11 inches to the southeasterly face of the signband at the
front of the upper level of the northwesterly building leased hereunder; thence
southwesterly at approximately 90 degrees to the last mentioned course and along
the said southeasterly face of said signband 5 feet 10 inches more or less to a
point on a line drawn at right angles to said Avenue U from a point on said
Avenue U distant 684 feet 11 inches northeasterly from the said corner of Avenue
U and Flatbush Avenue; thence northwesterly along said line 13 feet more or less
to a point distant 166 feet 4 inches southeasterly from said Avenue U measured
along said line; thence northeasterly at 90 degrees to the last mentioned course
28 feet 3 inches; thence northwesterly at 90 degrees to the last mentioned
course 106 feet 5 inches more or less to the point or place of beginning.
Parcel H (Macy's) (Lower Level)
Beginning at an interior point on a line drawn at right angles to Avenue U
through a point thereon distant 713 feet 2 inches northeasterly from the corner
formed by the intersection of the southeasterly side of Avenue U (80 feet wide)
with the northeasterly side of Flatbush Avenue (100 feet wide), said point being
at the intersection of said line with the southeasterly face of a wall which is
approximately 59 feet 11 inches southeasterly from the southeasterly side of
Avenue U (80 feet wide) measured along said line; thence northeasterly at
approximately 90 degrees to said line and along the said southeasterly face of
said wall 18 feet 9 1/2 inches more or less to the southwesterly face of another
wall; thence southeasterly at approximately 90 degrees to the last mentioned
course and along the
XB-7
southwesterly face of said mentioned wall 27 feet more or less to the
southeasterly face of another wall; thence northeasterly at approximately 90
degrees to the last mentioned course and along the said southeasterly face of
said wall 2 feet 8 1/2 inches more or less to the southwesterly face of another
wall; thence southeasterly at approximately 90 degrees to the last mentioned
course and along the southwesterly face of said wall 83 feet 7 inches more or
less to the northwesterly face of another wall; thence southwesterly at
approximately 90 degrees to the last mentioned course and along the said
northwesterly face of said last mentioned wall 45 feet more or less to the
southwesterly face of the signband at the front of the lower level of the
northwesterly building leased hereunder; thence northwesterly at approximately
90 degrees to the last mentioned course and along the said southwesterly face of
the said signband 4 feet 2 inches more or less to a point distant 166 feet 4
inches southeasterly from said Avenue U measured along a line drawn at right
angles thereto; thence northeasterly at 90 degrees to the last mentioned line 23
feet 6 inches more or less to a point distant 166 feet 4 inches southeasterly
from said Avenue U measured along the line drawn at right angles thereto from a
point thereon distant 713 feet 2 inches northeasterly from the corner of Avenue
U and Flatbush Avenue; thence northwesterly at 90 degrees to said Avenue U 106
feet 5 inches more or less to the point or place of beginning.
XB-8
Parcel E (Alexander's)
Beginning at an interior point on a line drawn at right angles to Avenue U
through a point thereon distant 420 feet 2 inches northeasterly from the corner
formed by the intersection of the southeasterly side of Avenue U (80 feet wide)
with the northeasterly side of Flatbush Avenue (100 feet wide), said point being
484 feet 4 inches southeasterly from the southeasterly side of Avenue U (80 feet
wide) measured along said line; running thence southeasterly at 90 degrees to
said Avenue U, 136 feet more or less to the southeasterly face of a wall which
is the extension northeasterly of the southeasterly wall of Landlord's
department store building; thence southwesterly at approximately 90 degrees to
the last mentioned course and along the said southeasterly face of said wall 21
feet 6 inches more or less to the northeasterly face of another wall; thence
northwesterly at approximately 90 degrees to the last mentioned course and along
the said northeasterly face of the said last mentioned wall 140 feet 2 inches
more or less to the southeasterly face of another wall; thence northeasterly at
approximately 90 degrees to the last mentioned course and along the said
southeasterly face of the said last mentioned wall 45 feet more or less to the
northeasterly face of the signband at the front of the southeasterly building
leased hereunder; thence southeasterly at approximately 90 degrees to the last
mentioned course and along the said northeasterly face of the said signband 4
feet 2 inches more or less to a point distant 484 feet 4 inches southeasterly
from said Avenue U measured along a line drawn at right angles thereto; thence
southwesterly at 90 degrees to the last mentioned line 23 feet 6 inches more or
less to the point or place of beginning.
Parcel F (Alexander's)
Beginning at an interior point on a line drawn at right angles to Avenue U
through a point thereon distant 420 feet 2 inches northeasterly from the corner
formed by the intersection of the southeasterly side of Avenue U (80 feet wide)
with the northeasterly side of Flatbush Avenue (100 feet wide), said point being
at the intersection of said line with the northwesterly face of a wall which is
the extension northeasterly of the northwesterly wall of Landlord's department
store building and being approximately 251 feet 5 1/2 inches southeasterly from
the southeasterly side of Avenue U (80 feet wide) measured along said line;
running thence southwesterly at approximately 90 degrees to said line and along
the said northwesterly face of said wall 21 feet 6 inches more or less to the
northeasterly face of another wall; thence southeasterly at approximately 90
degrees to the last mentioned course and along the said
XB-9
northeasterly face of said last mentioned wall 171 feet 1/2 inch more or less to
the northwesterly face of another wall; thence northeasterly at approximately 90
degrees to the last mentioned course and along the said northwesterly face of
said last mentioned wall 45 feet more or less to the northeasterly face of the
signband at the front of the northwesterly building leased hereunder; thence
northwesterly at approximately 90 degrees to the last mentioned course and along
the said northeasterly face of the said signband 4 feet 2 inches more or less to
a point distant 418 feet 4 inches southeasterly from said Avenue U measured
along the line drawn at right angles thereto; thence southwesterly at 90 degrees
to the last mentioned line 23 feet 6 inches more or less to a point distant 418
feet 4 inches southeasterly from said Avenue U measured along the line drawn at
right angles thereto from a point thereon distant 420 feet 2 inches
northeasterly from the said corner of Avenue U and Flatbush Avenue; thence
northwesterly at 90 degrees to said Avenue U 166 feet 10 1/2 inches more or less
to the point or place of beginning.
XB-10
SECTION 24 BLOCK 8470 LOT 114 ON THE TAX MAP OF KINGS COUNTY
ALL that certain plot, piece or parcel of land, situate, lying and being in the
Borough of Brooklyn, County of Kings, City and State of New York, bounded and
described as follows:
BEGINNING at a point on the southeasterly side of Avenue U as presently on the
City Map 80 feet wide, distant 1,030 feet northeasterly from the intersection of
the southeasterly side of said Avenue U with the northeasterly side of Flatbush
Avenue, 100 feet wide as on present City Map;
RUNNING THENCE southeasterly at right angles to said Avenue U, 859.02 feet to
the Conditional U.S. Pierhead and Bulkhead Line of Mill Basin approved by the
Secretary of War 5/1/1911;
THENCE northerly along said Pierhead and Bulkhead Line 356.42 feet to a bend
therein;
THENCE northeasterly still along the Pierhead and Bulkhead Line and parallel
with Avenue U, 61.30 feet;
THENCE northwesterly at right angles to Avenue U, 650 feet to the southeasterly
side of Avenue U;
THENCE southwesterly along the southeasterly side of Avenue U, 350 feet to the
point or place of BEGINNING.
XB-11
Exhibit C-1
RECORD AND RETURN TO:
Patricia Van B. Madsen, Esq.
Whitman Breed Abbott & Morgan LLP
200 Park Avenue
New York, New York 10166
ASSIGNMENT AND ASSUMPTION
OF TENANCY IN COMMON AGREEMENT
ASSIGNMENT AND ASSUMPTION OF TENANCY IN COMMON AGREEMENT (this
"Assignment and Assumption"), made as of _____________, 1998 between KINGS PLAZA
SHOPPING CENTER OF AVENUE U, INC., a New York corporation ("Assignor"), and
ALEXANDER'S DEPARTMENT STORES OF BROOKLYN, INC., a New York corporation
("Assignee").
Preliminary Statement
Assignor and Assignee entered into a Tenancy in Common Agreement
("TIC Agreement") dated as of February 1, 1970 and recorded May 27, 1970 in Reel
413 page 362 in the Office of the New York City Register's Office in Kings
County, which TIC Agreement affects the land described in Schedule A attached
hereto.
Assignee is the successor by merger to Kings Plaza Shopping Center
of Flatbush Avenue, Inc.
Pursuant to an Agreement of Purchase and Sale dated ____________,
1998 among Assignor, Garage Park Corp., Assignee and Admo Realty Corp. (the
"Agreement"), Assignor wishes to assign to Assignee all of Assignor's right,
title and interest in, to and under the TIC Agreement.
NOW, THEREFORE, in consideration of the premises, the mutual
covenants contained herein and other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties agree as
follows:
1. Assignor hereby assigns to Assignee and its successors and
assigns all of Assignor's right, title and interest in, to and under the TIC
Agreement and all rights, claims and causes of action arising out of or related
to the TIC Agreement.
XC-1-1
2. Assignee hereby accepts the assignment of the TIC Agreement from
Assignor and assumes and agrees to be bound by the obligations of Assignor
thereunder arising on or after the date hereof.
IN WITNESS WHEREOF, the parties have signed this Assignment and
Assumption as of the day and year first above written.
KINGS PLAZA SHOPPING CENTER OF
AVENUE U, INC.
By:
------------------------------------
Name:
Title:
ALEXANDER'S DEPARTMENT STORES
OF BROOKLYN, INC.
By:
------------------------------------
Name:
Title:
XC-1-2
Schedule A to Exhibit C-1
Description of Center Mall Parcel
SECTION 25 BLOCK 8470 PART OF LOT 55 ON THE TAX MAP OF KINGS COUNTY
ALL that certain plot, piece or parcel of land, situated in the Borough of
Brooklyn, County of Kings, City and State of New York, bounded and described as
follows:
BEGINNING at a point on the southeasterly side of Avenue U (80 feet wide) 100
feet northeasterly from the corner formed by the intersection of the
southeasterly side of Avenue U (80 feet wide) with the northeasterly side of
Flatbush Avenue (100 feet wide);
RUNNING THENCE northeasterly along the southeasterly side of said Avenue U, 930
feet;
THENCE southeasterly at 90 degrees to said Avenue U, 859.02 feet to the
Conditional United States Pierhead & Bulkhead Line;
THENCE southerly along the Conditional United States Pierhead & Bulkhead Line
and forming an interior angle of 125 degrees 54 minutes 14.56 seconds with the
last mentioned course, 827.16 feet;
THENCE northwesterly forming an interior angle of 54 degrees 5 minutes 45.44
seconds with the last mentioned course, 644.08 feet to a point on a line drawn
parallel with Avenue U (80 feet wide) and 700 feet southeasterly therefrom;
THENCE southwesterly parallel with said Avenue U and at 90 degrees to the last
mentioned course 171.76 feet to a point on the prolongation of the centerline of
former Hinsdale Avenue;
THENCE northwesterly along said prolongation of the center line of former
Hinsdale Avenue and forming an interior angle of 92 degrees 14 minutes 48
seconds with the last mentioned course, 425.33 feet to a point on a line drawn
parallel with Avenue U (80 feet wide) and 275 feet southwesterly therefrom;
THENCE southwesterly parallel with said Avenue U and forming an exterior angle
of 92 degrees 14 minutes 48 seconds with the last mentioned course, 71.59 feet
to the northeasterly side of Flatbush Avenue (100 feet wide);
XC-1-3
THENCE northwesterly parallel with said Flatbush Avenue (100 feet wide), 275
feet to the point or place of BEGINNING.
Excepting from the above described parcel that portion of land that is described
in Parcel A and Parcel B:
PARCEL A
(ALEXANDER'S PARCEL)
ALL that certain lot, piece or parcel of land, situated in the Borough of
Brooklyn, County of Kings, City and State of New York, bounded and described as
follows:
BEGINNING at an interior point on a line drawn at right angles to Avenue U,
through a point thereon distant 170 feet 5 3/4 inches northeasterly from the
corner formed by the intersection of the southeasterly side of Avenue U (80 feet
wide) with the northeasterly side of Flatbush Avenue (100 feet wide) said point
being 247 feet 2 inches southeasterly from the southeasterly side of Avenue U
(80 feet wide) measured along said line;
RUNNING THENCE northeasterly parallel with said Avenue U, 249 feet 8-1/4 inches;
THENCE southeasterly at 90 degrees to the last mentioned course, 171 feet 2
inches;
THENCE northeasterly at 90 degrees to the last mentioned course, 28 feet 3
inches;
THENCE southeasterly at 90 degrees to the last mentioned course 66 feet;
THENCE southwesterly at 90 degrees to the last mentioned course, 28 feet 3
inches;
THENCE southwesterly at 90 degrees to the last mentioned course, 140 feet 11
inches;
THENCE southwesterly at 90 degrees to the last mentioned course, 234 feet 10-1/4
inches to the prolongation of the center line of former Hinsdale Avenue;
THENCE northwesterly along the prolongation of the center line of Hinsdale
Avenue and forming an interior angle of 92 degrees 14 minutes 48 seconds with
the last mentioned course, 378 feet 4-1/2 inches to the point or place of
BEGINNING.
PARCEL B
XC-1-4
(MACY'S PARCEL)
BEGINNING at an interior point on a line drawn at right angles to Avenue U
through a point thereon distant 713 feet 2 inches northeasterly from the corner
formed by the intersection of the southeasterly side of Avenue U (80 feet wide)
with the northeasterly side of Flatbush Avenue (100 feet wide), said point being
25 feet southeasterly from the southeasterly side of Avenue U (80 feet wide)
measured along said line;
RUNNING THENCE northeasterly parallel with Avenue U, 239 feet;
THENCE southeasterly at 90 degrees to the last mentioned course, 377 feet 10
inches;
THENCE southwesterly at 90 degrees to the last mentioned course 239 feet;
THENCE northwesterly at 90 degrees to the last mentioned course, 170 feet 6
inches;
THENCE southwesterly at 90 degrees to the last mentioned course 28 feet 3
inches;
THENCE northwesterly at 90 degrees to the last mentioned course, 66 feet;
THENCE northeasterly at 90 degrees to the last mentioned course, 28 feet 3
inches;
THENCE northwesterly at 90 degrees to the last mentioned course, 141 feet 4
inches to the point or place of BEGINNING.
XC-1-5
Exhibit C-2
ASSIGNMENT AND ASSUMPTION
OF MOBIL PARCEL TENANCY IN COMMON AGREEMENT
ASSIGNMENT AND ASSUMPTION OF MOBIL PARCEL TENANCY IN COMMON
AGREEMENT (this "Assignment and Assumption"), made as of _______________, 1998
between GARAGE PARK CORP., a New York corporation ("Assignor"), and ADMO REALTY
COMPANY, INC., a New York corporation ("Assignee").
Preliminary Statement
Assignor and Assignee entered into a "Mobil Parcel" Tenancy in
Common Agreement (the "Mobil Parcel TIC Agreement") dated July 23, 1970.
Pursuant to an Agreement of Purchase and Sale dated ______________,
1998 among Kings Plaza Shopping Center of Avenue U., Inc., Assignor, Alexander's
Department Stores of Brooklyn, Inc. and Assignee (the "Agreement"), Assignor
wishes to assign to Assignee all of Assignor's right, title and interest in, to
and under the Mobil Parcel TIC Agreement.
NOW, THEREFORE, in consideration of the premises, the mutual
covenants contained herein and other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties agree as
follows:
1. Assignor hereby assigns to Assignee and its successors and
assigns all of Assignor's right, title and interest in, to and under the Mobil
Parcel TIC Agreement and all rights, claims and causes of action arising out of
or related to the Mobil Parcel TIC Agreement.
2. Assignee hereby accepts the assignment of the Mobil Parcel TIC
Agreement from Assignor and assumes and agrees to be bound by the obligations of
Assignor thereunder arising on or after the date hereof.
XC-2-1
IN WITNESS WHEREOF, the parties have signed this Assignment and
Assumption as of the day and year first above written.
GARAGE PARK CORP.
By:
------------------------------------
Name:
Title:
ADMO REALTY COMPANY, INC.
By:
------------------------------------
Name:
Title:
XC-2-2
Dates Referenced Herein and Documents Incorporated by Reference
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