Real Estate

CONSTRUCTION CREDIT AGREEMENT

     This Construction Credit Agreement (this Credit Agreement) is made and entered into as of June 23, 2003 by and among Capital Automotive L.P., a Delaware limited partnership (Capital), and certain subsidiaries of Capital from time to time party hereto (collectively, the Real Estate Subsidiaries; Capital and its Real Estate Subsidiaries are collectively referred to as the Borrowers), jointly and severally; and General Motors Acceptance Corporation, a Delaware corporation (GMAC).

W I T N E S S E T H:

     WHEREAS, Borrowers desire GMAC to provide certain extensions of credit, loans or other financial accommodations to Borrowers in a maximum aggregate principal amount not to exceed One Hundred Million and no/100 Dollars ($100,000,000) for the purpose of (i) acquiring certain parcels of improved and unimproved real property and (ii) financing improvements made by tenants on certain parcels of real property owned by the Borrowers or certain Affiliates thereof from time to time; and

     WHEREAS, GMAC is willing to provide the financial accommodations provided for herein to Borrowers, but solely on the terms and subject to the conditions set forth in this Credit Agreement and the other documents, instruments and agreements executed and delivered pursuant to this Credit Agreement or referenced herein.

     NOW, THEREFORE, in consideration of the financial accommodations provided for herein, the mutual promises and understandings of GMAC and the Borrowers set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, GMAC and the Borrowers hereby agree as follows:

ARTICLE I

DEFINITIONS

     Section 1.01 Definitions. The following words, terms and/or phrases shall have the meanings set forth thereafter and such meanings shall be applicable to the singular and plural form thereof, giving effect to the numerical difference.

     Acquisition means the acquisition by Capital and/or its Real Estate Subsidiaries of the fee interest in a Project Property to be operated in accordance with Section 5.10.

     Acquisition Loan shall have the meaning specified in Section 2.01.

     Affiliate means any Person (a) that directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with any other Person or one or more Affiliates, (b) that directly or beneficially owns or holds 20% or more of any equity interest in any other Person or one or more Affiliates or (c) 20% or more of whose voting stock (or in the case of a person that is not a corporation, 20% or more of any equity interest) is owned directly or beneficially or held by any other Person or one or more Affiliates. For purposes of this definition and this Agreement, the term control shall mean, directly or indirectly, the


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REVOLVING CREDIT AGREEMENT (this Agreement) dated as of July 2, 2003 among VORNADO REALTY L.P., a limited partnership organized and existing under the laws of the State of Delaware (Borrower), VORNADO REALTY TRUST, a real estate investment trust organized and existing under the laws of the State of Maryland and the sole general partner of Borrower (General Partner), JPMORGAN CHASE BANK, as agent for the Banks (in such capacity, together with its successors in such capacity, Administrative Agent), BANK OF AMERICA, N.A. and CITICORP NORTH AMERICA, INC., as Syndication Agents, DEUTSCHE BANK TRUST COMPANY AMERICAS and FLEET NATIONAL BANK, as Documentation Agents, and JPMORGAN CHASE BANK, in its individual capacity and not as Administrative Agent, and the other lenders signatory hereto (said lenders signatory hereto and the lenders who from time to time become Banks pursuant to Section 3.07 or 12.05 and, if applicable, any of the foregoing lenders Designated Lender, each a Bank and collectively, the Banks).

Now, Borrower has requested a revolving line of credit in the amount of Six Hundred Million Dollars ($600,000,000), which may be increased pursuant to the terms of this Agreement to Eight Hundred Million Dollars ($800,000,000) and the Administrative Agent and the Banks have agreed to Borrowers request pursuant to the terms and conditions of this Agreement.  General Partner is fully liable for the obligations of Borrower under this Agreement by virtue of its status as the sole general partner of Borrower.

NOW, THEREFORE, in consideration of the premises and the mutual agreements, covenants and conditions hereinafter set forth, Borrower, General Partner, the Administrative Agent and each of the Banks agree as follows:

ARTICLE I

DEFINITIONS; ETC.

SECTION 1.01.                 Definitions.  As used in this Agreement the following terms have the following meanings (except as otherwise provided, terms defined in the singular to have a correlative meaning when used in the plural and vice versa):

Additional Costs has the meaning specified in Section 3.01.

Administrative Agent has the meaning specified in the preamble.

Administrative Agents Office means Administrative Agents office located at 270 Park Avenue, New York, NY 10017, or such other office in the United States as Administrative Agent may designate by written notice to Borrower and the Banks.

Affiliate means, with respect to any Person (the first Person), any other Person: (1) which directly or indirectly controls, or is controlled by, or is under common control with, the first Person; or (2) ten percent (10%) or more of the beneficial interest in which is directly or indirectly owned or held by the first Person or which owns 10% or more of the beneficial interest in the first Person.  The term control means the possession, directly or indirectly, of the power, alone, to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise.

Agent means, individually and collectively, Administrative Agent, each Syndication Agent and Documentation Agent.

Agreement means this Revolving Credit Agreement.

Applicable Lending Office means, for each Bank and for its LIBOR Loan, Bid Rate Loan(s), Base Rate Loan or Swingline Loan, as applicable, the lending office of such Bank (or of an Affiliate of such Bank) designated as such on its signature page hereof or in the applicable Assignment and Assumption Agreement, or such other office of such Bank (or of an Affiliate of such Bank) as such Bank may from time to time specify to Administrative Agent and Borrower as the office by which its LIBOR Loan, Bid Rate Loan(s), Base Rate Loan or Swingline Loan, as applicable, is to be made and maintained.

Applicable Margin means, with respect to Base Rate Loans and LIBOR Loans, the respective percentages per annum determined, at any time, based on the range into which any Credit Rating then falls, in accordance with the table set forth below.  Any change in any Credit Rating causing it to move to a different range on the table shall effect an immediate change in the Applicable Margin.  Borrower shall have not less than two (2) Credit Ratings at all times.  In the event that Borrower receives only two (2) Credit Ratings, and such Credit Ratings are not equivalent, the Applicable Margin shall be determined (i) based on the higher of the two Credit Ratings if the lower Credit Rating is no more than one level lower than the higher Credit Rating, and (ii) based on the average of the Credit Ratings if the lower Credit Rating is more than one level lower than the higher Credit Rating.  In the event that Borrower receives more than two (2) Credit Ratings, and such Credit Ratings are not all equivalent, the Applicable Margin shall be the Credit Rating of S&P and Moodys if such Credit Ratings are equivalent and if such Credit Ratings of S&P and Moodys are not equivalent, shall be determined (i) based on the higher of the Credit Rating of S&P and Moodys if the lower of such two Credit Ratings is no more than one level lower than the higher of such two Credit Ratings, and (ii) based on the average of the Credit Ratings of S&P and Moodys if the lower of such two Credit Ratings is more than one level lower than the higher of such two Credit Ratings.

REVOLVING CREDIT AGREEMENT (this Agreement) dated as of July 2, 2003 among VORNADO REALTY L.P., a limited partnership organized and existing under the laws of the State of Delaware (Borrower), VORNADO REALTY TRUST, a real estate investment trust organized and existing under the laws of the State of Maryland and the sole general partner of Borrower (General Partner), JPMORGAN CHASE BANK, as agent for the Banks (in such capacity, together with its successors in such capacity, Administrative Agent), BANK OF AMERICA, N.A. and CITICORP NORTH AMERICA, INC., as Syndication Agents, DEUTSCHE BANK TRUST COMPANY AMERICAS and FLEET NATIONAL BANK, as Documentation Agents, and JPMORGAN CHASE BANK, in its individual capacity and not as Administrative Agent, and the other lenders signatory hereto (said lenders signatory hereto and the lenders who from time to time become Banks pursuant to Section 3.07 or 12.05 and, if applicable, any of the foregoing lenders Designated Lender, each a Bank and collectively, the Banks).

Now, Borrower has requested a revolving line of credit in the amount of Six Hundred Million Dollars ($600,000,000), which may be increased pursuant to the terms of this Agreement to Eight Hundred Million Dollars ($800,000,000) and the Administrative Agent and the Banks have agreed to Borrowers request pursuant to the terms and conditions of this Agreement.  General Partner is fully liable for the obligations of Borrower under this Agreement by virtue of its status as the sole general partner of Borrower.

NOW, THEREFORE, in consideration of the premises and the mutual agreements, covenants and conditions hereinafter set forth, Borrower, General Partner, the Administrative Agent and each of the Banks agree as follows:

ARTICLE I

DEFINITIONS; ETC.

SECTION 1.01.                 Definitions.  As used in this Agreement the following terms have the following meanings (except as otherwise provided, terms defined in the singular to have a correlative meaning when used in the plural and vice versa):

Additional Costs has the meaning specified in Section 3.01.

Administrative Agent has the meaning specified in the preamble.

Administrative Agents Office means Administrative Agents office located at 270 Park Avenue, New York, NY 10017, or such other office in the United States as Administrative Agent may designate by written notice to Borrower and the Banks.

Affiliate means, with respect to any Person (the first Person), any other Person: (1) which directly or indirectly controls, or is controlled by, or is under common control with, the first Person; or (2) ten percent (10%) or more of the beneficial interest in which is directly or indirectly owned or held by the first Person or which owns 10% or more of the beneficial interest in the first Person.  The term control means the possession, directly or indirectly, of the power, alone, to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise.