PURCHASE AGREEMENT
This Purchase Agreement (this "Agreement"), dated as of February 25,
2002, is between Cohen & Steers Quality Income Realty Fund, Inc. (the
"PURCHASER") and Vornado Realty Trust, a Maryland real estate investment trust
(the "SELLER").
WHEREAS, the PURCHASER, desires to purchase from SELLER, and SELLER
desires to issue and sell to PURCHASER, 884,543 of its common shares of
beneficial interest, par value $0.04 per share (the "Shares"); and
WHEREAS, the PURCHASER intends to enter into an underwriting agreement
(the "Underwriting Agreement") with Merrill Lynch & Co., Merrill Lynch, Pierce,
Fenner & Smith Incorporated and certain underwriters named therein
(collectively, the "Underwriters") with respect to the issue and sale by the
PURCHASER and the purchase by the Underwriters of common shares of the PURCHASER
in an amount as specified therein, such proceeds being sufficient to consummate
the transactions contemplated by this Agreement (the "Financing").
NOW, THEREFORE, in consideration of the mutual promises herein
contained, the parties hereto agree as follows:
1. Purchase and Sale. Subject to the terms and conditions hereof, the
PURCHASER hereby agrees to purchase from SELLER, and SELLER agrees to issue and
sell to PURCHASER, the Shares at a price per share of $42.96 for an aggregate
purchase price of $37,999,967.28 (the "Purchase Price").
2. Representations and Warranties of PURCHASER. The PURCHASER
represents and warrants that:
(a) Due Authorization. The PURCHASER is duly authorized to purchase
the Shares. This Agreement has been duly authorized, executed and delivered
by the PURCHASER and constitutes a legal, valid and binding agreement of
the PURCHASER, enforceable against the PURCHASER in accordance with its
terms except as may be limited by (i) the effect of bankruptcy, insolvency,
reorganization, moratorium or other similar laws relating to or affecting
the rights or remedies of creditors or (ii) the effect of general
principles of equity, whether enforcement is considered in a proceeding in
equity or at law and the discretion of the court before which any
proceeding therefor may be brought.
(b) Due Organization and Authority. The PURCHASER has been duly
organized and is validly existing and in good standing under the laws of
Maryland and has all requisite corporate or similar power and authority to
own,
lease and operate its properties and assets and to carry on its business as
currently conducted.
(c) Prospectus and Prospectus Supplement. The PURCHASER has received a
copy of SELLER's Prospectus dated February 11, 1998 and Prospectus
Supplement dated February 25, 2002 (collectively, the "Prospectus").
(d) Not a Party in Interest; Disqualified Person. With respect to
SELLER, PURCHASER is not a "party in interest" as such phrase is used in
the Employee Retirement Income Security Act of 1974, as amended ("ERISA"),
or a "disqualified person" as such phrase is used in the Internal Revenue
Code of 1986, as amended ("Code").
(e) Not a Prohibited Transaction. The purchase of the Shares from
SELLER will not give rise to a nonexempt "prohibited transaction" under
ERISA or the Code.
3. Representations and Warranties of SELLER. SELLER represents and
warrants that:
(a) Due Authorization. This Agreement has been duly authorized,
executed and delivered by SELLER and constitutes a legal, valid and binding
agreement of SELLER, enforceable against SELLER in accordance with its
terms except as may be limited by (i) the effect of bankruptcy, insolvency,
reorganization, moratorium or other similar laws relating to or affecting
the rights or remedies of creditors or (ii) the effect of general
principles of equity, whether enforcement is considered in a proceeding in
equity or at law and the discretion of the court before which any
proceeding therefor may be brought.
(b) Organization and Authority. SELLER has been duly organized and is
validly existing in good standing under the laws of the State of Maryland,
with full trust power and authority to own or lease and occupy its
properties and conduct its business as described in the Prospectus.
(c) Issuance of the Shares. The Shares have been duly and validly
authorized and, when issued and delivered pursuant to this Agreement, will
be fully paid and nonassessable and will be listed, subject to notice of
issuance, on the New York Stock Exchange effective as of the Closing (as
defined in Paragraph 5 of this Agreement).
(d) Absence of Conflicts. Except as would not have a material adverse
effect on the condition, financial or otherwise, or the earnings, business
affairs or business prospects of SELLER and its subsidiaries taken as a
whole, the execution, delivery and performance of this Agreement and the
consummation of
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transactions contemplated herein do not and will not result in the creation
or imposition of any lien, charge or encumbrance upon any property or
assets of the SELLER.
4. Conditions to Obligations of the Parties. The obligations of the
parties hereto to effect the transactions contemplated by this Agreement shall
be subject to the satisfaction or waiver at or prior to the Closing Time of the
following conditions:
(a) each of the representations and warranties of the parties hereto
shall be true and correct in all material respects; and
(b) the PURCHASER shall have received the proceeds of the Financing on
terms that are consistent with the Underwriting Agreement.
5. Closing. The transactions contemplated hereby shall be consummated
on the day that Cohen & Steers Quality Income Realty Fund, Inc. receives payment
for the issuance of securities pursuant to the Underwriting Agreement, or such
other time as shall be agreed upon by the PURCHASER and the SELLER (such time
and date of payment and delivery being herein called the "Closing"). At the
Closing, SELLER shall cause its transfer agent to deposit the Shares with the
Depositary Trust Company, which shall deliver the Shares to a custodian on
behalf of the PURCHASER. Upon such delivery, the PURCHASER shall wire transfer
to an account designated by SELLER immediately available funds in the amount of
the Purchase Price for the Shares.
6. Governing Law. This Agreement shall be construed in accordance with
and governed by the substantive laws of the State of New York.
7. Entire Agreement. This Agreement constitutes the entire agreement
between the parties hereto with respect to the subject matter hereof and may be
amended only in a writing that is executed by each of the parties hereto.
8. Counterparts. This Agreement may be executed in separate
counterparts, each of which shall be deemed an original, and all of which
together shall be deemed to constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered as of the date first above written.
SELLER
By:
/s/ STEVEN ROTH
--------------------------
Name: Steven Roth
Title: Chief Executive Officer
COHEN & STEERS QUALITY INCOME REALTY FUND, INC.
By:
/s/ ROBERT STEERS
--------------------------
Name: Robert Steers
Title: Chairman