10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the fiscal year ended October 31, 2014

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission File No. 1-12803

URSTADT BIDDLE PROPERTIES INC.

(Exact name of registrant as specified in its charter)

Maryland	04-2458042
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)
321 Railroad Avenue, Greenwich, CT	06830
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: (203) 863-8200

Securities registered pursuant to Section 12(b) of the Act:

	Name of each exchange
Title of each class	on which registered
Common Stock, par value $.01 per share	New York Stock Exchange
Class A Common Stock, par value $.01 per share	New York Stock Exchange
7.50% Series D Senior Cumulative Preferred Stock	New York Stock Exchange
7.125% Series F Cumulative Preferred Stock	New York Stock Exchange
6.75% Series G Cumulative Preferred Stock	New York Stock Exchange
Preferred Share Purchase Rights	New York Stock Exchange

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Securities registered pursuant to Section 12 (g) of the Act:  None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes o	No x
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15 (d) of the Act.
Yes o	No x
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes x	No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes xNo o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definition of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act (Check one):
Large accelerated filer o	Accelerated filer x
Non-accelerated filer o	Smaller reporting company o
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes  o	No x
The aggregate market value of the voting common stock held by non-affiliates of the Registrant as of April 30, 2014 (price at which the common equity was last sold as of the last business day of the Registrant's most recently completed second fiscal quarter): Common Shares, par value $.01 per share, $39,371,000; Class A Common Shares, par value $.01 per share, $470,704,000.
Indicate the number of shares outstanding of each of the Registrant's classes of Common Stock and Class A Common Stock, as of January 9, 2015 (latest date practicable): 9,345,559 Common Shares, par value $.01 per share, and 26,579,465 Class A Common Shares, par value $.01 per share.

DOCUMENTS INCORPORATED BY REFERENCE

Proxy Statement for Annual Meeting of Stockholders to be held on March 25, 2015 (certain parts as indicated herein) (Part III).

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TABLE OF CONTENTS

Item No.		Page No.
	PART I
1.	Business	4
1 A.	Risk Factors	9
1 B.	Unresolved Staff Comments	9
2.	Properties	14
3.	Legal Proceedings	16
4.	Mine Safety Disclosures	16
	PART II
5.	Market for the Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities	17
6.	Selected Financial Data	19
7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	20
7 A.	Quantitative and Qualitative Disclosures about Market Risk	34
8.	Financial Statements and Supplementary Data	34
9.	Changes in and Disagreements with Accountants  on Accounting and Financial Disclosure	34
9 A.	Controls and Procedures	34
9 B.	Other Information	37
	PART III
10.	Directors, Executive Officers and Corporate Governance	37
11.	Executive Compensation	37
12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	37
13.	Certain Relationships and Related Transactions and Director Independence	38
14.	Principal Accountant Fees and Services	38
	PART IV
15.	Exhibits and Financial Statement Schedules	39
	Signatures

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PART I

Forward-Looking Statements

This Annual Report on Form 10-K of Urstadt Biddle Properties Inc. (the "Company") contains certain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act.  Such statements can generally be identified by such words as "anticipate", "believe", "can", "continue", "could", "estimate", "expect", "intend", "may", "plan", "seek", "should", "will" or variations of such words or other similar expressions and the negatives of such words.  All statements, other than statements of historical facts, included in this report that address activities, events or developments that the Company expects, believes or anticipates will or may occur in the future, including such matters as future capital expenditures, dividends and acquisitions (including the amount and nature thereof), business strategies, expansion and growth of the Company's operations and other such matters, are forward-looking statements.  These statements are based on certain assumptions and analyses made by the Company in light of its experience and its perception of historical trends, current conditions, expected future developments and other factors it believes are appropriate.  Such statements are inherently subject to risks, uncertainties and other factors, many of which cannot be predicted with accuracy and some of which might not even be anticipated.  Future events and actual results, performance or achievements, financial and otherwise, may differ materially from the results, performance or achievements expressed or implied by the forward-looking statements.  Risks, uncertainties and other factors that might cause such differences, some of which could be material, include, but are not limited to: economic and other market conditions; financing risks, such as the inability to obtain debt or equity financing on favorable terms; the level and volatility of interest rates; financial stability of tenants; the inability of the Company's properties to generate revenue increases to offset expense increases; governmental approvals, actions and initiatives; environmental/safety requirements; risks of real estate acquisitions (including the failure of acquisitions to close); risks of disposition strategies; as well as other risks identified in this Annual Report on Form 10-K under Item 1A. Risk Factors and in the other reports filed by the Company with the Securities and Exchange Commission (the "SEC").

Item 1.Business.

Organization

The Company, a Maryland Corporation, is a real estate investment trust engaged in the acquisition, ownership and management of commercial real estate. The Company was organized as an unincorporated business trust (the "Trust") under the laws of the Commonwealth of Massachusetts on July 7, 1969. In 1997, the shareholders of the Trust approved a plan of reorganization of the Trust from a Massachusetts business trust to a corporation organized in Maryland.  The plan of reorganization was effected by means of a merger of the Trust into the Company.  As a result of the plan of reorganization, the Trust was merged with and into the Company, the separate existence of the Trust ceased, the Company was the surviving entity in the merger and each issued and outstanding common share of beneficial interest of the Trust was converted into one share of Common Stock, par value $.01 per share, of the Company.

Tax Status – Qualification as a Real Estate Investment Trust

The Company elected to be taxed as a real estate investment trust ("REIT") under Sections 856-860 of the Internal Revenue Code of 1986, as amended (the "Code"), beginning with its taxable year ended October 31, 1970.  Pursuant to such provisions of the Code, a REIT which distributes at least 90% of its real estate investment trust taxable income to its shareholders each year and which meets certain other conditions regarding the nature of its income and assets will not be taxed on that portion of its taxable income which is distributed to its shareholders.  Although the Company believes that it qualifies as a real estate investment trust for federal income tax purposes, no assurance can be given that the Company will continue to qualify as a REIT.

Description of Business

The Company's sole business is the ownership of real estate investments, which consist principally of investments in income-producing properties, with primary emphasis on properties in the metropolitan New York tri-state area outside of the City of New York.  The Company's core properties consist principally of neighborhood and community shopping centers, seven office buildings and one office/retail mixed-use property.  The Company seeks to identify desirable properties for acquisition, which it acquires in the normal course of business.  In addition, the Company regularly reviews its portfolio and from time to time may sell certain of its properties.

The Company intends to continue to invest substantially all of its assets in income-producing real estate, with an emphasis on neighborhood and community shopping centers, although the Company will retain the flexibility to invest in other types of real property.  While the Company is not limited to any geographic location, the Company's current strategy is to invest primarily in properties located in the northeastern part of the United States with a concentration in the metropolitan New York tri-state area outside of the City of New York.

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At October 31, 2014, the Company owned or had equity interests in seventy properties comprised of neighborhood and community shopping centers, office buildings, single tenant retail or restaurant properties and office/retail mixed use properties located in four states throughout the United States, containing a total of 4.8 million square feet of gross leasable area ("GLA").  For a description of the Company's individual investments, see Item 2 – Properties.

Investment and Operating Strategy

The Company's investment objective is to increase the cash flow and consequently the value of its properties.  The Company seeks growth through (1) the strategic re-tenanting, renovation and expansion of its existing properties, and (2) the selective acquisition of income-producing properties, primarily neighborhood and community shopping centers, in its targeted geographic region.  The Company may also invest in other types of real estate in the targeted geographic region. For a discussion of key elements of the Company's growth strategies and operating policies, see Item 7 – Management's Discussion and Analysis of Financial Condition and Results of Operations.

The Company invests in properties where cost effective renovation and expansion programs, combined with effective leasing and operating strategies, can improve the properties' values and economic returns.  Retail properties are typically adaptable for varied tenant layouts and can be reconfigured to accommodate new tenants or the changing space needs of existing tenants.  In determining whether to proceed with a renovation or expansion, the Company considers both the cost of such expansion or renovation and the increase in rent attributable to such expansion or renovation.  The Company believes that certain of its properties provide opportunities for future renovation and expansion.

When evaluating potential acquisitions, the Company considers such factors as (1) economic, demographic, and regulatory conditions in the property's local and regional market; (2) the location, construction quality, and design of the property; (3) the current and projected cash flow of the property and the potential to increase cash flow; (4) the potential for capital appreciation of the property; (5) the terms of tenant leases, including the relationship between the property's current rents and market rents and the ability to increase rents upon lease rollover; (6) the occupancy and demand by tenants for properties of a similar type in the market area; (7) the potential to complete a strategic renovation, expansion or re-tenanting of the property; (8) the property's current expense structure and the potential to increase operating margins; and (9) competition from comparable properties in the market area.

The Company may from time to time enter into arrangements for the acquisition of properties with unaffiliated property owners through the issuance of units of limited partnership (or units of limited liability company) interests in entities that the Company controls.  These units may be redeemable for cash or for shares of the Company's Common stock or Class A Common stock.  The Company believes that this acquisition method may permit it to acquire properties from property owners wishing to enter into tax-deferred transactions.

Core Properties

The Company considers those properties that are directly managed by the Company, concentrated in the retail sector and located close to the Company's headquarters in Fairfield County, Connecticut, to be core properties.  All seventy properties the Company owns or has an equity interest in (seven of which are accounted for under the equity method of accounting) are considered core properties, consisting of sixty-two retail properties, seven office buildings (including the Company's executive headquarters) and one mixed use office/retail property.  The Company's core properties collectively had 795 tenants providing a wide range of products and services.  Tenants include regional supermarkets, national and regional discount department stores, other local retailers and office tenants.  At October 31, 2014, the sixty-three consolidated core properties were 94.8% leased.   At October 31, 2014, the Company had equity investments in seven core properties which it does not consolidate; those properties were 97.7% leased.  The Company believes the core properties are adequately covered by property and liability insurance.

A substantial portion of the Company's operating lease income is derived from tenants under leases with terms greater than one year.  Certain of the leases provide for the payment of monthly fixed base rentals and for the payment by the tenant of a pro-rata share of the real estate taxes, insurance, utilities and common area maintenance expenses incurred in operating the properties.

5

For the fiscal year ended October 31, 2014, no single tenant comprised more than 8.2% of the total annual base rents of the Company's core properties. The following table sets out a schedule of our ten largest tenants by percent of total annual base rent of our core properties as of October 31, 2014.

Tenant	Number of Stores		% of Total Annual Base Rent of Core Properties
Stop & Shop Supermarket		5		8.2	%
A&P Supermarkets		6		5.1	%
CVS		8		4.5	%
TJX Companies		6		4.1	%
Bed Bath & Beyond		3		3.6	%
Staples		4		2.3	%
Toys R Us		1		1.8	%
BJ's		1		1.6	%
Big Y		2		1.4	%
ShopRite		2		1.4	%
		38		34.0	%

See Item 2 – Properties for a complete list of the Company's core properties.

The Company's single largest real estate investment is its 100% ownership of the general and limited partnership interests in the Ridgeway Shopping Center ("Ridgeway").

Ridgeway is located in Stamford, Connecticut and was developed in the 1950's and redeveloped in the mid 1990's. The property contains approximately 350,000 square feet of GLA.  It is the dominant grocery anchored center and the largest non-mall shopping center located in the City of Stamford, Fairfield County, Connecticut. For the year ended October 31, 2014, Ridgeway revenues represented approximately 13% of the Company's total revenues and approximately 9% of the Company's total assets at October 31, 2014. As of October 31, 2014, Ridgeway was 99% leased. The property's largest tenants (by base rent) are: The Stop & Shop Supermarket Company (19%), Bed, Bath and Beyond (14%) and Marshall's Inc., a division of the TJX Companies (11%).  No other tenant accounts for more than 10% of Ridgeway's annual base rents.

The following table sets out a schedule of the annual lease expirations for retail leases at Ridgeway as of October 31, 2014 for each of the next ten years and thereafter (assuming that no tenants exercise renewal or cancellation options and that there are no tenant bankruptcies or other tenant defaults):

Year of Expiration	Number of Leases Expiring		Square Footage of Expiring Leases		Minimum Base Rentals		Percentage of Total Annual Base Rent That is Represented By the Expiring Leases
2015		5		17,700	$	671,888		6	%
2016		2		3,900		150,803		1	%
2017		4		62,900		2,150,525		20	%
2018		11		99,000		3,439,076		32	%
2019		1		800		45,440		0	%
2020		2		29,400		468,573		4	%
2021		1		42,700		826,185		8	%
2022		3		22,400		797,159		8	%
2023		5		60,300		1,871,656		18	%
2024		1		6,500		259,854		3	%
Total		35		345,600	$	10,681,159		100	%

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Non-Core Properties

In a prior year, the Board of Directors of the Company expanded and refined the strategic objectives of the Company to concentrate the real estate portfolio into one of primarily retail properties located in the Northeast and authorized the sale of the Company's non-core properties in the normal course of business over a period of years given prevailing market conditions and the characteristics of each property.

In December 2013, the Company sold its two non-core properties.  The Company reinvested the proceeds into core properties in its core marketplace.

Financing Strategy

The Company intends to continue to finance acquisitions and property improvements and/or expansions with the most advantageous sources of capital which it believes are available to the Company at the time, and which may include the sale of common or preferred equity through public offerings or private placements, the incurrence of additional indebtedness through secured or unsecured borrowings, investments in real estate joint ventures and the reinvestment of proceeds from the disposition of assets.  The Company's financing strategy is to maintain a strong and flexible financial position by (1) maintaining a prudent level of leverage, and (2) minimizing its exposure to interest rate risk represented by floating rate debt.

Matters Relating to the Real Estate Business

The Company is subject to certain business risks arising in connection with owning real estate which include, among others, (1) the bankruptcy or insolvency of, or a downturn in the business of, any of its major tenants, (2) the possibility that such tenants will not renew their leases as they expire, (3) vacated anchor space affecting an entire shopping center because of the loss of the departed anchor tenant's customer drawing power or the difficulty in re-leasing that space as a result of co-tenancy lease clauses in other tenants leases, (4) risks relating to leverage, including uncertainty that the Company will be able to refinance its indebtedness, and the risk of higher interest rates, (5) potential liability for unknown or future environmental matters, and (6) the risk of uninsured losses. Unfavorable economic conditions could also result in the inability of tenants in certain retail sectors to meet their lease obligations and otherwise could adversely affect the Company's ability to attract and retain desirable tenants.  The Company believes that its shopping centers are relatively well positioned to withstand adverse economic conditions since they typically are anchored by grocery stores, drug stores and discount department stores that offer day-to-day necessities rather than luxury goods. For a discussion of various business risks, see Item 1A – Risk Factors.

Compliance with Governmental Regulations

The Company, like others in the commercial real estate industry, is subject to numerous environmental laws and regulations.  Although potential liability could exist for unknown or future environmental matters, the Company believes that its tenants are operating in accordance with current laws and regulations.

Competition

The real estate investment business is highly competitive.  The Company competes for real estate investments with investors of all types, including domestic and foreign corporations, financial institutions, other real estate investment trusts, real estate funds, individuals and privately owned companies.  In addition, the Company's properties are subject to local competitors from the surrounding areas.  The Company's shopping centers compete for tenants with other regional, community or neighborhood shopping centers in the respective areas where the Company's retail properties are located.  In addition, the retail industry is seeing greater competition from internet retailers who do not need to establish "brick and mortar" locations for their businesses. This reduces the demand for traditional retail space in shopping centers like ours and other grocery anchored shopping center properties.  The Company's office buildings compete for tenants principally with office buildings throughout the respective areas in which they are located.  Leasing decisions are generally determined by prospective tenants on the basis of, among other things, rental rates, location, and physical quality of the property and availability of space.

The Company does not consider its real estate business to be seasonal in nature.

7

Property Management

The Company actively manages and supervises the operations and leasing at all of its core properties.

Employees

The Company's executive offices are located at 321 Railroad Avenue, Greenwich, Connecticut.  It occupies approximately 10,000 square feet in a two-story office building owned by the Company. The Company has 42 employees and believes that its relationship with its employees is good.

Company Website

All of the Company's filings with the SEC, including the Company's annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, are available free of charge at the Company's website at www.ubproperties.com as soon as reasonably practicable after the Company electronically files such material with, or furnishes it to, the SEC.  These filings can also be accessed through the SEC's website at www.sec.gov.

Code of Ethics and Whistleblower Policy

The Company's Board of Directors has adopted a Code of Ethics for Senior Financial Officers that applies to the Company's Chief Executive Officer, Chief Financial Officer and Controller.  The Board also adopted a Code of Business Conduct and Ethics applicable to all employees as well as a "Whistleblower Policy". These are available free of charge by contacting the Company.

Financial Information About Industry Segments

The Company operates in one industry segment, ownership of commercial real estate properties, which are located principally in the northeastern United States. The Company does not distinguish its property operations for purposes of measuring performance.  Accordingly, the Company believes it has a single reportable segment for disclosure purposes.

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Item 1A.Risk Factors

Risks related to our operations and properties

There are risks relating to investments in real estate and the value of our property interests depends on conditions beyond our control.  Real property investments are illiquid and we may be unable to change our property portfolio on a timely basis in response to changing market or economic conditions.  Yields from our properties depend on their net income and capital appreciation.  Real property income and capital appreciation may be adversely affected by general and local economic conditions, neighborhood values, competitive overbuilding, zoning laws, weather, casualty losses and other factors beyond our control.  Since substantially all of the Company's income is rental income from real property, the Company's income and cash flow could be adversely affected if a large tenant is, or a significant number of tenants are, unable to pay rent or if available space cannot be rented on favorable terms.

Operating and other expenses of our properties, particularly significant expenses such as interest, real estate taxes and maintenance costs, generally do not decrease when income decreases and, even if revenues increase, operating and other expenses may increase faster than revenues.

Our business strategy is mainly concentrated in one type of commercial property and in one geographic location.Our primary investment focus is neighborhood and community shopping centers located in the northeastern United States, with a concentration in the metropolitan New York tri-state area outside of the City of New York.  For the year ended October 31, 2014, approximately 94% of our total revenues were from properties located in this area. Various factors may adversely affect a shopping center's profitability.  These factors include circumstances that affect consumer spending, such as general economic conditions, economic business cycles, rates of employment, income growth, interest rates and general consumer sentiment.  These factors could have a more significant localized effect in the areas where our core properties are concentrated.  Changes to the real estate market in our focus areas, such as an increase in retail space or a decrease in demand for shopping center properties, could adversely affect operating results.  As a result, we may be exposed to greater risks than if our investment focus was based on more diversified types of properties and in more diversified geographic areas.

The Company's single largest real estate investment is its ownership of the Ridgeway Shopping Center ("Ridgeway") located in Stamford, Connecticut.  For the year ended October 31, 2014, Ridgeway revenues represented approximately 13% of the Company's total revenues and approximately 9% of the Company's total assets at October 31, 2014.  The loss of this center or a material decrease in revenues from the center could have a material adverse effect on the Company.

We are dependent on anchor tenants in many of our retail properties.Most of our retail properties are dependent on a major or anchor tenant.  If we are unable to renew any lease we have with the anchor tenant at one of these properties upon expiration of the current lease, or to re-lease the space to another anchor tenant of similar or better quality upon departure of an existing anchor tenant on similar or better terms, we could experience material adverse consequences such as higher vacancy, re-leasing on less favorable economic terms, reduced net income, reduced funds from operations and reduced property values.  Vacated anchor space also could adversely affect an entire shopping center because of the loss of the departed anchor tenant's customer drawing power.  Loss of customer drawing power also can occur through the exercise of the right that some anchors have to vacate and prevent re-tenanting by paying rent for the balance of the lease term.  In addition, vacated anchor space could, under certain circumstances, permit other tenants to pay a reduced rent or terminate their leases at the affected property, which could adversely affect the future income from such property.  There can be no assurance that our anchor tenants will renew their leases when they expire or will be willing to renew on similar economic terms.  See Item 1 – Business – Core Properties in this Annual Report on Form 10-K for additional information on our ten largest tenants by percent of total annual base rent of our core properties.

Similarly, if one or more of our anchor tenants goes bankrupt, we could experience material adverse consequences like those described above.  Under bankruptcy law, tenants have the right to reject their leases.  In the event a tenant exercises this right, the landlord generally may file a claim for lost rent equal to the greater of either one year's rent (including tenant expense reimbursements) or 15% of the rent remaining under the balance of the lease term, not to exceed three years.  Actual amounts received in satisfaction of those claims will be subject to the tenant's final plan of reorganization and the availability of funds to pay its creditors.

We face potential difficulties or delays in renewing leases or re-leasing space.  We derive most of our income from rent received from our tenants.  Although substantially all of our properties currently have favorable occupancy rates, we cannot predict that current tenants will renew their leases upon the expiration of their terms.  In addition, current tenants could attempt to terminate their leases prior to the scheduled expiration of such leases or might have difficulty in continuing to pay rent in full, if at all, in the event of a severe economic downturn.  If this occurs, we may not be able to promptly locate qualified replacement tenants and, as a result, we would lose a source of revenue while remaining responsible for the payment of our obligations.  Even if tenants decide to renew their leases, the terms of renewals or new leases, including the cost of required renovations or concessions to tenants, may be less favorable than current lease terms.

In some cases, our tenant leases contain provisions giving the tenant the exclusive right to sell particular types of merchandise or provide specific types of services within the particular retail center, or limit the ability of other tenants within the center to sell that merchandise or provide those services.  When re-leasing space after a vacancy in a center with one of these tenants, such provisions may limit the number and types of prospective tenants for the vacant space.  The failure to re-lease space or to re-lease space on satisfactory terms could adversely affect our results from operations.  Additionally, properties we may acquire in the future may not be fully leased and the cash flow from existing operations may be insufficient to pay the operating expenses and debt service associated with that property until the property is fully leased. As a result, our net income, funds from operations and ability to pay dividends to stockholders could be adversely affected.

9

Competition may adversely affect acquisition of properties and leasing operations.We compete for the purchase of commercial property with many entities, including other publicly traded REITs.  Many of our competitors have substantially greater financial resources than ours.  In addition, our competitors may be willing to accept lower returns on their investments.  If our competitors prevent us from buying the properties that we have targeted for acquisition, we may not be able to meet our property acquisition and development goals.  We may incur costs on unsuccessful acquisitions that we will not be able to recover.  The operating performance of our property acquisitions may also fall short of our expectations, which could adversely affect our financial performance.

If our competitors offer space at rental rates below our current rates or the market rates, we may lose current or potential tenants to other properties in our markets and we may need to reduce rental rates below our current rates in order to retain tenants upon expiration of their leases.  As a result, our results of operations and cash flow may be adversely affected.  In addition, our tenants face increasing competition from internet commerce, outlet malls, discount retailers, warehouse clubs and other sources which could hinder our ability to attract and retain tenants and/or cause us to reduce rents at our properties, which could have an adverse effect on our results of operations and cash flows.

We face risks associated with the use of debt to fund acquisitions and developments, including refinancing risk.  We have incurred, and expect to continue to incur, indebtedness to advance our objectives. The only restrictions on the amount of indebtedness we may incur are certain contractual restrictions and financial covenants contained in our unsecured revolving credit agreement. Using debt to acquire properties, whether with recourse to us generally or only with respect to a particular property, creates an opportunity for increased return on our investment, but at the same time creates risks.  We use debt to fund investments only when we believe it will enhance our risk-adjusted returns.  However, we cannot be sure that our use of leverage will prove to be beneficial.  Moreover, when our debt is secured by our assets, we can lose those assets through foreclosure if we do not meet our debt service obligations.  Incurring substantial debt may adversely affect our business and operating results by:

· requiring us to use a substantial portion of our cash flow to pay interest and principal, which reduces the amount available for distributions, acquisitions and capital expenditures;

· making us more vulnerable to economic and industry downturns and reducing our flexibility to respond to changing business and economic conditions; or

· requiring us to agree to less favorable terms, including higher interest rates, in order to incur additional debt; and otherwise limiting our ability to borrow for operations, working capital or to finance acquisitions in the future.

We are obligated to comply with financial and other covenants in our debt that could restrict our operating activities, and failure to comply could result in defaults that accelerate the payment under our debt.  Our unsecured revolving credit agreement and unsecured term loan contain financial and other covenants which may limit our ability, without our lenders' consent, to engage in operating or financial activities that we may believe desirable.  Our mortgage notes payable contain customary covenants for such agreements including, among others, provisions:

· relating to the maintenance of the property securing the debt;

· restricting our ability to assign or further encumber the properties securing the debt; and

· restricting our ability to enter into certain new leases or to amend or modify certain existing leases without obtaining consent of the lenders.

Our unsecured revolving credit facility and unsecured term loan contain, among others, provisions restricting our ability to:

· permit unsecured debt to exceed $150 million;

· create certain liens;

· increase our overall secured and unsecured borrowing beyond certain levels;

· consolidate, merge or sell all or substantially all of our assets;

· permit secured debt to be more than 35% of gross asset value, as defined in the agreement; or

· permit unsecured indebtedness to exceed, excluding preferred stock, 50% of eligible real estate asset value as defined in the agreement.

In addition, covenants of unsecured revolving credit facility and unsecured term loan (i) limit the amount of debt we may incur, excluding preferred stock, as a percentage of gross asset value, as defined in the agreement, to less than 55% (leverage ratio), (ii) require earnings before interest, taxes, depreciation and amortization to be at least 175% of fixed charges, (iii) require net operating income from unencumbered properties to be at least 200% of unsecured interest expenses, (iv) require not more than 15% of gross asset value, as defined in the agreement, to be attributable to the Company's pro rata share of the value of unencumbered properties owned by non-wholly owned subsidiaries or unconsolidated joint ventures, and (v) require at least 10 unencumbered properties in the unencumbered asset pool.

If we were to breach any of our debt covenants and did not cure the breach within any applicable cure period, our lenders could require us to repay the debt immediately, and, if the debt is secured, could immediately begin proceedings to take possession of the property securing the loan.  As a result, a default under our debt covenants could have an adverse effect on our financial condition, our results of operations, our ability to meet our obligations and the market value of our shares.

10

Our ability to grow will be limited if we cannot obtain additional capital.  Our growth strategy includes the redevelopment of properties we already own and the acquisition of additional properties.  We are required to distribute to our stockholders at least 90% of our taxable income each year to continue to qualify as a REIT for federal income tax purposes.  Accordingly, in addition to our undistributed operating cash flow, we rely upon the availability of debt or equity capital to fund our growth, which financing may or may not be available on favorable terms or at all.  The debt could include mortgage loans from third parties or the sale of debt securities.  Equity capital could include our common stock or preferred stock.  Additional financing, refinancing or other capital may not be available in the amounts we desire or on favorable terms.

Our access to debt or equity capital depends on a number of factors, including the general state of the capital markets, the markets perception of our growth potential, our ability to pay dividends, and our current and potential future earnings.  Depending on the outcome of these factors, we could experience delay or difficulty in implementing our growth strategy on satisfactory terms, or be unable to implement this strategy.

Market interest rates could adversely affect the share price of our stock and increase the cost of refinancing debt.  A variety of factors may influence the price of our common equities in the public trading markets.  We believe that investors generally perceive REITs as yield-driven investments and compare the annual yield from dividends by REITs with yields on various other types of financial instruments.  An increase in market interest rates may lead purchasers of stock to seek a higher annual dividend rate from other investments, which could adversely affect the market price of the stock.  In addition, we are subject to the risk that we will not be able to refinance existing indebtedness on our properties.  We anticipate that a portion of the principal of our debt will not be repaid prior to maturity.  Therefore, we likely will need to refinance at least a portion of our outstanding debt as it matures.  A change in interest rates may increase the risk that we will not be able to refinance existing debt or that the terms of any refinancing will not be as favorable as the terms of the existing debt.

If principal payments due at maturity cannot be refinanced, extended or repaid with proceeds from other sources, such as new equity capital or sales of properties, our cash flow will not be sufficient to repay all maturing debt in years when significant "balloon" payments come due.  As a result, our ability to retain properties or pay dividends to stockholders could be adversely affected and we may be forced to dispose of properties on unfavorable terms, which could adversely affect our business and net income.

Construction and renovation risks could adversely affect our profitability.We currently are renovating some of our properties and may in the future renovate other properties, including tenant improvements required under leases.  Our renovation and related construction activities may expose us to certain risks.  We may incur renovation costs for a property which exceed our original estimates due to increased costs for materials or labor or other costs that are unexpected.  We also may be unable to complete renovation of a property on schedule, which could result in increased debt service expense or construction costs.  Additionally, some tenants may have the right to terminate their leases if a renovation project is not completed on time.  The time frame required to recoup our renovation and construction costs and to realize a return on such costs can often be significant.

We are dependent on key personnel.We depend on the services of our existing senior management to carry out our business and investment strategies.  We do not have employment agreements with any of our existing senior management.  As we expand, we may continue to need to recruit and retain qualified additional senior management.  The loss of the services of any of our key management personnel or our inability to recruit and retain qualified personnel in the future could have an adverse effect on our business and financial results.

Uninsured and underinsured losses may affect the value of, or return from, our property interests.We maintain comprehensive insurance on our properties, including the properties securing our loans, in amounts which we believe are sufficient to permit replacement of the properties in the event of a total loss, subject to applicable deductibles.  There are certain types of losses, such as losses resulting from wars, terrorism, earthquakes, floods, hurricanes or other acts of God that may be uninsurable or not economically insurable.  Should an uninsured loss or a loss in excess of insured limits occur, we could lose capital invested in a property, as well as the anticipated future revenues from a property, while remaining obligated for any mortgage indebtedness or other financial obligations related to the property.  In addition, changes in building codes and ordinances, environmental considerations and other factors might make it impracticable for us to use insurance proceeds to replace a damaged or destroyed property.  If any of these or similar events occur, it may reduce our return from an affected property and the value of our investment.

Properties with environmental problems may create liabilities for us.  Under various federal, state and local environmental laws, statutes, ordinances, rules and regulations, as an owner of real property, we may be liable for the costs of removal or remediation of certain hazardous or toxic substances at, on, in or under our properties, as well as certain other potential costs relating to hazardous or toxic substances (including government fines and penalties and damages for injuries to persons and adjacent property).  These laws may impose liability without regard to whether we knew of, or were responsible for, the presence or disposal of those substances.  This liability may be imposed on us in connection with the activities of an operator of, or tenant at, the property.  The cost of any required remediation, removal, fines or personal or property damages and our liability therefore could exceed the value of the property and/or our aggregate assets.  In addition, the presence of those substances, or the failure to properly dispose of or remove those substances, may adversely affect our ability to sell or rent that property or to borrow using that property as collateral, which, in turn, would reduce our revenues and ability to make distributions.

A property can be adversely affected either through direct physical contamination or as the result of hazardous or toxic substances or other contaminants that have or may have emanated from other properties.  Although our tenants are primarily responsible for any environmental damages and claims related to the leased premises, in the event of the bankruptcy or inability of any of our tenants to satisfy any obligations with respect to the property leased to that tenant, we may be required to satisfy such obligations.  In addition, we may be held directly liable for any such damages or claims irrespective of the provisions of any lease.

11

Prior to the acquisition of any property and from time to time thereafter, we obtain Phase I environmental reports and, when deemed warranted, Phase II environmental reports concerning the Company's properties.  Management is not aware of any environmental condition with respect to any of our property interests that we believe would be reasonably likely to have a material adverse effect on the Company.  There can be no assurance, however, that (a) the discovery of environmental conditions that were previously unknown, (b) changes in law, (c) the conduct of tenants, or (d) activities relating to properties in the vicinity of the Company's properties, will not expose the Company to material liability in the future.  Changes in laws increasing the potential liability for environmental conditions existing on properties or increasing the restrictions on discharges or other conditions may result in significant unanticipated expenditures or may otherwise adversely affect the operations of our tenants, which could adversely affect our financial condition and results of operations.

Risks Related to our Organization and Structure

We will be taxed as a regular corporation if we fail to maintain our REIT status.Since our founding in 1969, we have operated, and intend to continue to operate, in a manner that enables us to qualify as a REIT for federal income tax purposes.  However, the federal income tax laws governing REITs are complex.  The determination that we qualify as a REIT requires an analysis of various factual matters and circumstances that may not be completely within our control.  For example, to qualify as a REIT, at least 95% of our gross income must come from specific passive sources, such as rent, that are itemized in the REIT tax laws.  In addition, to qualify as a REIT, we cannot own specified amounts of debt and equity securities of some issuers.  We also are required to distribute to our stockholders at least 90% of our REIT taxable income (excluding capital gains) each year. Our continued qualification as a REIT depends on our satisfaction of the asset, income, organizational, distribution and stockholder ownership requirements of the Internal Revenue Code on a continuing basis. At any time, new laws, interpretations or court decision may change the federal tax laws or the federal tax consequences of qualification as a REIT.  If we fail to qualify as a REIT in any taxable year and do not qualify for certain Internal Revenue Code relief provisions, we will be subject to federal income tax, including any applicable alternative minimum tax, on our taxable income at regular corporate rates.  In addition, distributions to stockholders would not be deductible in computing our taxable income.  Corporate tax liability would reduce the amount of cash available for distribution to stockholders which, in turn, would reduce the market price of our stock.  Unless entitled to relief under certain Internal Revenue Code provisions, we also would be disqualified from taxation as a REIT for the four taxable years following the year during which we ceased to qualify as a REIT.

We will pay federal taxes if we do not distribute 100% of our taxable income.To the extent that we distribute less than 100% of our taxable income, we will be subject to federal corporate income tax on our undistributed income.  In addition, we will incur a 4% nondeductible excise tax on the amount, if any, by which our distributions in any year are less than the sum of:

·

· 85% of our ordinary income for that year;

· 95% of our capital gain net income for that year; and

· 100% of our undistributed taxable income from prior years.

·

We have paid out, and intend to continue to pay out, our income to our stockholders in a manner intended to satisfy the distribution requirement and to avoid corporate income tax and the 4% nondeductible excise tax.  Differences in timing between the recognition of income and the related cash receipts or the effect of required debt amortization payments could require us to borrow money or sell assets to pay out enough of our taxable income to satisfy the distribution requirement and to avoid corporate income tax and the 4% excise tax in a particular year.

Gain on disposition of assets deemed held for sale in the ordinary course of business is subject to 100% tax.If we sell any of our assets, the IRS may determine that the sale is a disposition of an asset held primarily for sale to customers in the ordinary course of a trade or business.  Gain from this kind of sale generally will be subject to a 100% tax.  Whether an asset is held "primarily for sale to customers in the ordinary course of a trade or business" depends on the particular facts and circumstances of the sale.  Although we will attempt to comply with the terms of safe-harbor provisions in the Internal Revenue Code prescribing when asset sales will not be so characterized, we cannot assure you that we will be able to do so.

Our ownership limitation may restrict business combination opportunities.

To qualify as a REIT under the Internal Revenue Code, no more than 50% in value of our outstanding capital stock may be owned, directly or indirectly, by five or fewer individuals during the last half of each taxable year.  To preserve our REIT qualification, our charter generally prohibits any person from owning shares of any class with a value of more than 7.5% of the value of all of our outstanding capital stock and provides that:

· a transfer that violates the limitation is void;

· shares transferred to a stockholder in excess of the ownership limitation are automatically converted, by the terms of our charter, into shares of "Excess Stock;"

· a purported transferee receives no rights to the shares that violate the limitation except the right to designate a transferee of the Excess Stock held in trust; and

· the Excess Stock will be held by us as trustee of a trust for the exclusive benefit of future transferees to whom the shares of capital stock ultimately will be transferred without violating the ownership limitation.

12

·

We may also redeem Excess Stock at a price which may be less than the price paid by a stockholder.  Pursuant to authority under our charter, our board of directors has determined that the ownership limitation does not apply to Mr. Charles J. Urstadt, our Chairman, who beneficially owns 46.9%of our outstanding Common Stock and 0.3% of our outstanding Class A common stock or to Mr. Willing L. Biddle, our CEO, who beneficially owns 28.3% of our outstanding Common Stock and 0.2% of our outstanding Class A Common Stock, each as of the date of this Annual Report on Form 10-K.  Such holdings represent approximately 66.7% of our outstanding voting interests.  Together as a group Messrs. Urstadt, Biddle, and the other directors and executive officers hold approximately 67.2% of our outstanding voting interests through their beneficial ownership of our Common Stock and Class A common stock.  The ownership limitation may discourage a takeover or other transaction that our stockholders believe to be desirable.

Certain provisions in our charter and bylaws and Maryland law may prevent or delay a change of control or limit our stockholders from receiving a premium for their shares.Among the provisions contained in our charter and bylaws and Maryland law are the following:

· Our board of directors is divided into three classes, with directors in each class elected for three-year staggered terms.

· Our directors may be removed only for cause upon the vote of the holders of two-thirds of the voting power of our common equity securities.

· Our stockholders may call a special meeting of stockholders only if the holders of a majority of the voting power of our common equity securities request such a meeting in writing.

· Any consolidation, merger, share exchange or transfer of all or substantially all of our assets must be approved by (a) a majority of our directors who are currently in office or who are approved or recommended by a majority of our directors who are currently in office (the "Continuing Directors") and (b) the holders of two-thirds of the voting power of our common equity securities.

· Certain provisions of our charter may only be amended by (a) a vote of a majority of our Continuing Directors and (b) the holders of a majority of the voting power of our common equity securities. These provisions relate to the election and classification of directors, the ownership limit and the stockholder vote required for certain business combination transactions.  An action by stockholders to remove a director would require a vote of at least two-thirds of the voting power of our outstanding common equity securities.

· The number of directors may be increased or decreased by a vote of our board of directors.

In addition, we are subject to various provisions of Maryland law that impose restrictions and require affected persons to follow specified procedures with respect to certain takeover offers and business combinations, including combinations with persons who own 10% or more of our outstanding shares.  These provisions of Maryland law could delay, defer or prevent a transaction or a change of control that our stockholders might deem to be in their best interests.  Furthermore, shares acquired in a control share acquisition have no voting rights, except to the extent approved by the affirmative vote of two-thirds of all votes entitled to be cast on the matter, excluding all interested shares.  Under Maryland law, "control shares" are those which, when aggregated with any other shares held by the acquiror, allow the acquiror to exercise voting power within specified ranges.  The control share provisions of Maryland law also could delay, defer or prevent a transaction or a change of control which our stockholders might deem to be in their best interests.  As permitted by Maryland law, our charter and bylaws provide that the "control shares" and "business combinations" provisions of Maryland law described above will not apply to acquisitions of those shares by Mr. Charles J. Urstadt or Mr. Willing L. Biddle or to transactions between the Company and Mr. Urstadt or Mr. Biddle or any of their respective affiliates.  Consequently, unless such exemptions are amended or repealed, we may in the future enter into business combinations or other transactions with Mr. Urstadt, Mr. Biddle or any of their respective affiliates without complying with the requirements of Maryland anti-takeover laws.  In view of the common equity securities controlled by Messrs. Urstadt and Biddle, either may control a sufficient percentage of the voting power of our common equity securities to effectively block approval of any proposal which requires a vote of our stockholders.

Our stockholder rights plan could deter a change of control.We have adopted a stockholder rights plan.  This plan may deter a person or a group from acquiring more than 10% of the combined voting power of our outstanding shares of common stock and Class A common stock because, after (i) the person or group acquires more than 10% of the combined voting power of our outstanding common stock and Class A common stock, or (ii) the commencement of a tender offer or exchange offer by any person (other than us, any one of our wholly owned subsidiaries or any of our employee benefit plans, or certain exempt persons), if, upon consummation of the tender offer or exchange offer, the person or group would beneficially own 30% or more of the combined voting power of our outstanding shares of common stock and Class A common stock, all other stockholders will have the right to purchase securities from us at a price that is less than their fair market value.  This would substantially reduce the value of the stock owned by the acquiring person.  Our board of directors can prevent the plan from operating by approving the transaction and redeeming the rights.  This gives our board of directors significant power to approve or disapprove of the efforts of a person or group to acquire a large interest in us.  The rights plan exempts acquisitions of common stock and Class A common stock by Mr. Charles J. Urstadt, Willing L. Biddle, members of their families and certain of their affiliates.

Item 1B.Unresolved Staff Comments.

None.

13

Item 2.Item 2.  Properties.

Core Pro   Core Properties

The follo   The following table sets forth information concerning each core property at October 31, 2014.  Except as otherwise noted, all core properties are 100% owned by the Company.

	Year Renovated		Year Completed		Year Acquired		Gross Leasable Sq Feet		Acres		Number of Tenants		% Leased		Principal Tenant
Retail Properties:
Stamford, CT	1997		1950		2002			350,000		13.6		35		99	Stop & Shop Supermarket
Meriden, CT	2001		1989		1993			316,000		29.2		28		96	Big Y Supermarket
Stratford, CT	1988		1978		2005			276,000		29		19		94	Stop & Shop Supermarket
Scarsdale, NY (1)	2004		1958		2010			247,000		14		29		99	ShopRite Supermarket
New Milford, CT	2002		1972		2010			233,000		20		11		98	Walmart
Riverhead, NY (4)		-		2014		2014		195,000		20.7		2		97	Walmart
Danbury, CT		-		1989		1995		194,000		19.3		17		98	Christmas Tree Shops
White Plains, NY		1994		1958		2003		191,000		3.5		7		65	Toys "R" Us
Carmel, NY (2)		2006		1971		2010		190,000		22		36		95	Hannaford Brothers
Ossining, NY		2000		1978		1998		137,000		11.4		28		100	Stop & Shop Supermarket
Somers, NY		-		2002		2003		135,000		26		28		92	Home Goods
Carmel, NY		1999		1983		1995		129,000		19		19		98	ShopRite Supermarket
Yorktown, NY		1997		1973		2005		117,000		16.4		8		68	Staples
Newark, NJ (3)		-		1995		2008		108,000		8.4		14		96	Pathmark Supermarket
New Providence, NJ		2010		1965		2013		107,000		7.8		19		96	A&P Supermarket
Wayne, NJ		1992		1959		1992		102,000		9		44		95	A&P Supermarket
Newington, NH		1994		1975		1979		102,000		14.3		7		97	Jo-Ann Fabrics
Darien, CT		1992		1955		1998		96,000		9.5		22		100	Stop & Shop Supermarket
Emerson, NJ		2013		1981		2007		93,000		7		17		91	ShopRite Supermarket
New Milford, CT		-		1966		2008		81,000		7.6		4		92	Big Y Supermarket
Somers, NY		-		1991		1999		80,000		10.8		31		95	CVS
Orange, CT		-		1990		2003		78,000		10		13		100	Trader Joe's Supermarket
Montvale, NJ (4)		2010		1965		2013		76,000		9.9		15		94	The Fresh Market
Orangeburg, NY (5)		2014		1966		2012		74,000		10.6		27		91	CVS
New Milford, CT		-		2003		2011		72,000		8.8		8		90	TJ Maxx
Eastchester, NY		2013		1978		1997		70,000		4		13		100	A&P Fresh
Fairfield, CT		-		1995		2011		63,000		7		3		100	Marshall's
Boonton, NJ		-		1999		2014		63,000		5.4		10		100	A&P
Yonkers, NY		-		1982		2014		58,000		5		13		100	A&P
Bloomfield, NJ		-		1977		2014		56,000		5.1		10		95	A&P
Ridgefield, CT		1999		1930		1998		53,000		2.1		37		93	Keller Williams
Cos Cob, CT		2008		1986		2014		48,000		1.1		37		93	CVS
Briarcliff Manor, NY		2014		1975		2001		47,000		1		15		77	CVS
Westport, CT		-		1986		2003		40,000		3		8		100	Pier One Imports
Old Greenwich, CT		-		1976		2014		40,000		1.4		16		94	Kings Supermarket
Rye, NY		-	Various			2004		39,000		1		18		96	Zona Fresca
Danbury, CT		2012		1988		2002		33,000		2.7		4		55	Buffalo Wild Wings
Bethel, CT		1967		1957		2014		31,000		4		7		100	Nutmeg Liquors
Ossining, NY		2001		1981		1999		29,000		4		4		100	Westchester CC
Katonah, NY		1986	Various			2010		28,000		1.7		26		100	Squires
Pelham, NY		2014		1975		2006		26,000		1		8		96	Manor Market
Spring Valley, NY (4)		-		1950		2013		24,000		1.6		10		88	Spring Valley Foods
Eastchester, NY		2014		1963		2012		24,000		2.1		5		100	CVS
Various (6)		-	Various			2013		20,000		5		6		100	Friendly's Restaurants
Waldwick, NJ		-		1961		2008		20,000		1.8		1		100	RiteAid
Somers, NY		-		1987		1992		19,000		4.9		12		100	Putnam County Savings
Cos Cob, CT		1970		1947		2013		15,000		0.9		7		87	Jos A Bank
Monroe, CT		-		2005		2007		10,000		2		6		100	Starbucks
Greenwich, CT		-		1961		2013		10,000		0.8		6		100	Cosi
Riverhead, NY (4)		-		2000		2014		5,000		2.7		1		100	Applebee's
Office Properties and Bank Branches
Greenwich, CT		-	various		various			58,000		2.8		12		77	UBP
Bronxville and Yonkers, NY		-		1960		2008 & 2009		19,000		0.7		4		100	People's United Bank, JP Morgan Chase
Bernardsville, NJ		-		1970		2013		14,000		1.1		7		73	Laboratory Corp
Chester, NJ		-		1950		2013		9,000		2.0		1		100	Little Sprouts Univ.
								4,750,000		435.7		795

14

(1)  Two wholly owned subsidiaries of the Company own an 11.642% economic ownership interest in Midway.  The Company accounts for this joint venture under the equity method of accounting and does not consolidate the entity owning the property.

(2) A wholly owned subsidiary of the Company has a 66.67% tenant in common interest in the property. The Company accounts for this joint venture under the equity method of accounting and does not consolidate its interest in the property.

(3) A wholly owned subsidiary of the Company is the sole general partner of a partnership that owns this property (84% Ownership Interest)

(4) A wholly owned subsidiary of the Company has a 50% tenant in common interest in the property. The Company accounts for this joint venture under the equity method of accounting and does not consolidate its interest in the property.

(5) A wholly owned subsidiary of the Company is the sole managing member of a limited liability company that owns this property (21.7% Ownership Interest)

(6) The Company owns six separate free standing properties, four of which are occupied 100% by a Friendly's Restaurant, the properties are located in New York, New Jersey and Connecticut.

Lease Expirations – Total Portfolio

The following table sets forth a summary schedule of the annual lease expirations for the consolidated core properties for leases in place as of October 31, 2014, assuming that none of the tenants exercise renewal or cancellation options, if any, at or prior to the scheduled expirations.

Year of Lease Expiration	Number of Leases Expiring		Square Footage of Expiring Leases		Minimum Base Rentals		Percentage of Total Annual Base Rent That is RepresentedBy The Expiring Leases
2015 (1)		152		359,063	$	9,467,094		13	%
2016		92		273,767		7,032,891		9	%
2017		90		396,690		9,580,473		13	%
2018		74		509,187		10,185,902		13	%
2019		78		383,002		6,879,092		9	%
2020		46		340,806		6,019,906		8	%
2021		32		197,420		4,483,204		6	%
2022		42		306,413		5,779,442		8	%
2023		28		191,922		5,349,716		7	%
2024		23		122,954		2,916,115		4	%
Thereafter		32		526,220		7,955,679		10	%
Total		689		3,607,444	$	75,649,514		100	%

(1) Represents lease expirations from November 1, 2014 to October 31, 2015 and month-to-month leases.

15

Item  3.Legal Proceedings.

In the ordinary course of business, the Company is involved in legal proceedings. There are no material legal proceedings presently pending against the Company.

Item 4.Mine Safety Disclosures.

Not Applicable

16

PART II

Item 5.Market for the Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of EquitySecurities.

(a) Market Information

Shares of Common Stock and Class A Common Stock of the Company are traded on the New York Stock Exchange under the symbols "UBP" and "UBA," respectively.  The following table sets forth the high and low closing sales prices for the Company's Common Stock and Class A Common Stock during the fiscal years ended October 31, 2014 and 2013 as reported on the New York Stock Exchange:

Common shares:	Fiscal Year Ended October 31, 2014				Fiscal Year Ended October 31, 2013
	Low		High		Low		High
First Quarter	$	15.39	$	16.39	$	17.48	$	18.72
Second Quarter	$	15.64	$	17.99	$	18.29	$	19.60
Third Quarter	$	17.28	$	18.44	$	17.52	$	20.13
Fourth Quarter	$	16.90	$	18.65	$	16.27	$	19.00

Class A Common shares:	Fiscal Year Ended October 31, 2014				Fiscal Year Ended October 31, 2013
	Low		High		Low		High
First Quarter	$	18.13	$	19.64	$	18.12	$	20.25
Second Quarter	$	18.45	$	20.96	$	20.24	$	22.27
Third Quarter	$	20.04	$	21.48	$	19.75	$	23.05
Fourth Quarter	$	19.88	$	22.08	$	18.91	$	21.46

(b) Approximate Number of Equity Security Holders

At December 31, 2014 (latest date practicable), there were 739 shareholders of record of the Company's Common Stock and 732 shareholders of record of the Class A Common Stock.

(c) Dividends Declared on Common Stock and Class A Common Stock and Tax Status

The following tables set forth the dividends declared per Common share and Class A Common share and tax status for Federal income tax purposes of the dividends paid during the fiscal years ended October 31, 2014 and 2013:

			Common Shares								Class A Common Shares
Dividend Payment Date	Gross Dividend Paid Per Share		Ordinary Income		Capital Gain		Non-Taxable Portion		Gross Dividend Paid Per Share		Ordinary Income		Capital Gain		Non-Taxable Portion
January 17, 2014	$	.225	$	.108	$	.031	$	.086	$	.2525	$	.12125	$	.035	$	.09625
April 17, 2014	$	.225	$	.108	$	.031	$	.086	$	.2525	$	.12125	$	.035	$	.09625
July 18, 2014	$	.225	$	.108	$	.031	$	.086	$	.2525	$	.12125	$	.035	$	.09625
October 17, 2014	$	.225	$	.108	$	.031	$	.086	$	.2525	$	.12125	$	.035	$	.09625
	$	.90	$	.432	$	.124	$	.344	$	1.01	$	.485	$	.140	$	.385

			Common Shares								Class A Common Shares
Dividend Payment Date	Gross Dividend Paid Per Share		Ordinary Income		Capital Gain		Non-Taxable Portion		Gross Dividend Paid Per Share		Ordinary Income		Capital Gain		Non-Taxable Portion
January 18, 2013	$	.225	$	.108	$	.014	$	.103	$	.25	$	.12	$	.016	$	.114
April 19, 2013	$	.225	$	.108	$	.014	$	.103	$	.25	$	.12	$	.016	$	.114
July 19, 2013	$	.225	$	.108	$	.014	$	.103	$	.25	$	.12	$	.016	$	.114
October 18, 2013	$	.225	$	.108	$	.014	$	.103	$	.25	$	.12	$	.016	$	.114
	$	.90	$	.432	$	.056	$	.412	$	1.00	$	.48	$	.064	$	.456

The Company has paid quarterly dividends since it commenced operations as a real estate investment trust in 1969.  During the fiscal year ended October 31, 2014, the Company made distributions to stockholders aggregating $0.90 per Common share and $1.01 per Class A Common share. On December 11, 2014, the Company's Board of Directors approved the payment of a quarterly dividend payable January 16, 2015 to stockholders of record on January 5, 2015. The quarterly dividend rates were declared in the amounts of $0.2250 per Common share and $0.255 per Class A Common share.

17

Although the Company intends to continue to declare quarterly dividends on its Common shares and Class A Common shares, no assurances can be made as to the amounts of any future dividends.  The declaration of any future dividends by the Company is within the discretion of the Board of Directors and will be dependent upon, among other things, the earnings, financial condition and capital requirements of the Company, as well as any other factors deemed relevant by the Board of Directors.  Two principal factors in determining the amounts of dividends are (i) the requirement of the Internal Revenue Code that a real estate investment trust distribute to shareholders at least 90% of its real estate investment trust taxable income, and (ii) the amount of the Company's available cash.

Each share of Common Stock entitles the holder to one vote.  Each share of Class A Common Stock entitles the holder to 1/20 of one vote per share.  Each share of Common Stock and Class A Common Stock have identical rights with respect to dividends except that each share of Class A Common Stock will receive not less than 110% of the regular quarterly dividends paid on each share of Common Stock.

The Company has a Dividend Reinvestment and Share Purchase Plan ("DRIP") that allows shareholders to acquire additional shares of Common Stock and Class A Common Stock by automatically reinvesting dividends.  Shares are acquired pursuant to the DRIP at a price equal to the higher of 95% of the market price of such shares on the dividend payment date or 100% of the average of the daily high and low sales prices for the five trading days ending on the day of purchase without payment of any brokerage commission or service charge.  As of October 31, 2014, 1,192,047 shares of Common Stock and 233,727 shares of Class A Common Stock have been issued under the DRIP.

(d)  Issuer Repurchase

Previously, the Board of Directors of the Company approved a share repurchase program ("Original Program") for the repurchase of up to 1,500,000 shares of Common Stock and Class A Common Stock and the Company's Series C and Series D Senior Cumulative Preferred Stock in open-market transactions.  Recognizing that the Company issued a new Series F Preferred Stock in October 2012 and that the remaining outstanding shares of the Series C Cumulative Preferred Stock were redeemed in May 2013, the Board of Directors terminated the Original Program in December 2013 and at the same time approved a new share repurchase program (the "Current Program") for the repurchase of up to 2,000,000 shares of Common stock and Class A Common stock and Series D Senior Cumulative Preferred stock and Series F Cumulative Preferred stock in open market transactions.  Prior to terminating the Original Program, the Company had repurchased 4,600 shares of Common Stock and 724,578 shares of Class A Common Stock under the Original Program.  For the three month period ended October 31, 2014, the Company did not repurchase any shares of stock under either the Original Program or the Current Program.

The following table sets forth the shares repurchased by the Company during the three-month period ended October 31, 2014:

Period	Total Number of Shares Purchased		Average Price Per Share Purchased		Total Number Shares Re- purchased as Part of Publicly Announced Plan or Program		Maximum Number of Shares That May be Purchased Under the Plan or Program
August 1, 2014 – August 31, 2014		-		-		-		1,270,822
September 1, 2014 – September 30, 2014		-		-		-		1,270,822
October 1, 2014 – October 31, 2014		-		-		-		1,270,822

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Item 6.Selected Financial Data.

(In thousands, except per share data)

Year Ended October 31,	2014			2013			2012			2011			2010
Balance Sheet Data:
Total Assets	$	819,005		$	650,026		$	724,243		$	576,264		$	557,053
Revolving Credit Lines and Unsecured Term Loan	$	40,550		$	9,250		$	11,600		$	41,850		$	11,600
Mortgage Notes Payable and Other Loans	$	205,147		$	166,246		$	143,236		$	118,135		$	118,202
Preferred Stock Called For Redemption	$	61,250		$	-		$	58,508		$	-		$	-
Redeemable Preferred Stock	$	-		$	-		$	21,510		$	96,203		$	96,203
Operating Data:
Total Revenues	$	102,328		$	95,203		$	90,395		$	90,468		$	84,267
Total Expenses and payments to noncontrolling interests	$	75,927		$	70,839		$	64,367		$	61,535		$	58,641
Income from Continuing Operations before Discontinued Operations	$	53,091		$	29,105		$	27,282		$	30,483		$	26,022
Per Share Data:
Net Income from Continuing Operations - Basic:
Class A Common Stock	$	1.22		$	.31		$	.42		$	.63		$	.52
Common Stock	$	1.09		$	.28		$	.38		$	.57		$	.47
Net Income from Continuing Operations - Diluted:
Class A Common Stock	$	1.19		$	.30		$	.41		$	.61		$	.51
Common Stock	$	1.06		$	.27		$	.36		$	.55		$	.46
Cash Dividends Paid on:
Class A Common Stock	$	1.01		$	1.00		$	.99		$	.98		$	.97
Common Stock	$	.90		$	.90		$	.90		$	.89		$	.88
Other Data:
Net Cash Flow Provided by (Used in):
Operating Activities	$	50,915		$	50,952		$	52,504		$	46,548		$	45,156
Investing Activities	$	(54,624	)	$	(49,631	)	$	(10,778	)	$	(42,351	)	$	(51,179	)
Financing  Activities	$	73,793		$	(76,468	)	$	31,837		$	(15,343	)	$	11,358
Funds from Operations (Note 1)	$	33,032		$	29,506		$	30,627		$	34,453		$	30,053

Note ¹¹: The Company has adopted the definition of Funds from Operations (FFO) suggested by the National Association of Real Estate Investment Trusts (NAREIT) and defines FFO as net income (computed in accordance with generally accepted accounting principles), excluding gains (or losses) from sales of properties plus real estate related depreciation and amortization and after adjustments for unconsolidated joint ventures.  For a reconciliation of net income and FFO, see Management's Discussion and Analysis of Financial Condition and Results of Operations on page 20.  FFO does not represent cash flows from operating activities in accordance with generally accepted accounting principles and should not be considered an alternative to net income as an indicator of the Company's operating performance.  The Company considers FFO a meaningful, additional measure of operating performance because it primarily excludes the assumption that the value of its real estate assets diminishes predictably over time and industry analysts have accepted it as a performance measure.  FFO is presented to assist investors in analyzing the performance of the Company.  It is helpful as it excludes various items included in net income that are not indicative of the Company's operating performance.  However, comparison of the Company's presentation of FFO, using the NAREIT definition, to similarly titled measures for other REITs may not necessarily be meaningful due to possible differences in the application of the NAREIT definition used by such REITs.  For a further discussion of FFO, see Management's Discussion and Analysis of Financial Condition and Results of Operations on page 20.

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Item 7.Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with the consolidated financial statements of the Company and the notes thereto included elsewhere in this report.

Forward-Looking Statements

This Item 7 includes certain statements that may be deemed to be "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act.  All statements, other than statements of historical facts, included in this Item 7 that address activities, events or developments that the Company expects, believes or anticipates will or may occur in the future, including such matters as future capital expenditures, dividends and acquisitions (including the amount and nature thereof), business strategies, expansion and growth of the Company's operations and other such matters, are forward-looking statements. These statements are based on certain assumptions and analyses made by the Company in light of its experience and its perception of historical trends, current conditions, expected future developments and other factors it believes are appropriate. Such statements are subject to a number of assumptions, risks and uncertainties, including, among other things, general economic and business conditions, the business opportunities that may be presented to and pursued by the Company, changes in laws or regulations and other factors, many of which are beyond the control of the Company. Many of these risks are discussed in Item 1A. Risk Factors.  Any forward-looking statements are not guarantees of future performance and actual results or developments may differ materially from those anticipated in the forward-looking statements.

Executive Summary and Overview

The Company, a REIT, is a fully integrated, self-administered real estate company, engaged in the acquisition, ownership and management of commercial real estate, primarily neighborhood and community shopping centers in the northeastern part of the United States with a concentration in the metropolitan New York tri-state area outside of the City of New York. Other real estate assets include office properties. The Company's major tenants include supermarket chains and other retailers who sell basic necessities. At October 31, 2014, the Company owned or had equity interests in 70 properties containing a total of 4.8 million square feet of GLA of which approximately 95.3% was leased (94.2% at October 31, 2013).  The above percentages exclude the Company's White Plains property.  In November, 2014, the Company obtained a zoning change from the City of White Plains that will allow this property to be converted to a higher and better use.  On this basis, the Company is maintaining vacancies to make potential redevelopment possible.  Included in the 70 properties are equity interests in seven unconsolidated joint ventures, these joint ventures were approximately 97.7% leased at October 31, 2014 (96.1% at October 31, 2013).  The Company has paid quarterly dividends to its shareholders continuously since its founding in 1969 and has increased the level of dividend payments to its shareholders for 20 consecutive years.

The Company derives substantially all of its revenues from rents and operating expense reimbursements received pursuant to long-term leases and focuses its investment activities on community and neighborhood shopping centers, anchored principally by regional supermarket chains. The Company believes, because of the need of consumers to purchase food and other staple goods and services generally available at supermarket-anchored shopping centers, that the nature of its investments provide for relatively stable revenue flows even during difficult economic times.

The Company has a conservative capital structure and does not have any secured debt maturing until August 2015.  Consistent with its business strategy, the Company expects to continue to explore acquisition opportunities that may arise.

Primarily as a result of property acquisitions in fiscal 2013 and 2014, the Company's financial data shows increases in total revenues and expenses from period to period.

The Company focuses on increasing cash flow, and consequently the value of its properties, and seeks continued growth through strategic re-leasing, renovations and expansion of its existing properties and selective acquisition of income-producing properties, primarily neighborhood and community shopping centers in the northeastern part of the United States.

Key elements of the Company's growth strategies and operating policies are to:

• Acquire neighborhood and community shopping centers in the northeastern part of the United States with a concentration on properties in the metropolitan New York tri-state area outside of the City of New York

• Hold core properties for long-term investment and enhance their value through regular maintenance, periodic renovation and capital improvement

• Selectively dispose of underperforming properties and re-deploy the proceeds into properties located in the  northeast region

• Increase property values by aggressively marketing available GLA and renewing existing leases

• Renovate, reconfigure or expand existing properties to meet the needs of existing or new tenants

• Negotiate and sign leases which provide for regular or fixed contractual increases to minimum rents

• Control property operating and administrative costs

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Critical Accounting Policies

Critical accounting policies are those that are both important to the presentation of the Company's financial condition and results of operations and require management's most difficult, complex or subjective judgments.   Set forth below is a summary of the accounting policies that management believes are critical to the preparation of the consolidated financial statements.  This summary should be read in conjunction with the more complete discussion of the Company's accounting policies included in Note 1 to the consolidated financial statements of the Company.

Revenue Recognition

Revenues from operating leases include revenues from core properties and non-core properties. Rental income is generally recognized based on the terms of leases entered into with tenants.  In those instances in which the Company funds tenant improvements and the improvements are deemed to be owned by the Company, revenue recognition will commence when the improvements are substantially completed and possession or control of the space is turned over to the tenant.  When the Company determines that the tenant allowances are lease incentives, the Company commences revenue recognition when possession or control of the space is turned over to the tenant for tenant work to begin.  Minimum rental income from leases with scheduled rent increases is recognized on a straight-line basis over the lease term.  Percentage rent is recognized when a specific tenant's sales breakpoint is achieved.  Property operating expense recoveries from tenants of common area maintenance, real estate taxes and other recoverable costs are recognized in the period the related expenses are incurred.  Lease incentives are amortized as a reduction of rental revenue over the respective tenant lease terms.  Lease termination amounts are recognized in operating revenues when there is a signed termination agreement, all of the conditions of the agreement have been met, the tenant is no longer occupying the property and the termination consideration is probable of collection. Lease termination amounts are paid by tenants who want to terminate their lease obligations before the end of the contractual term of the lease by agreement with the Company. There is no way of predicting or forecasting the timing or amounts of future lease termination fees.  Interest income is recognized as it is earned.  Gains or losses on disposition of properties are recorded when the criteria for recognizing such gains or losses under accounting principles generally accepted in the United States of America ("GAAP") have been met.

Allowance for Doubtful Accounts

The allowance for doubtful accounts is established based on a quarterly analysis of the risk of loss on specific accounts. The analysis places particular emphasis on past-due accounts and considers information such as the nature and age of the receivables, the payment history of the tenants or other debtors, the financial condition of the tenants and any guarantors and management's assessment of their ability to meet their lease obligations, the basis for any disputes and the status of related negotiations, among other things. Management's estimates of the required allowance are subject to revision as these factors change and are sensitive to the effects of economic and market conditions on tenants, particularly those at retail properties.  Estimates are used to establish reimbursements from tenants for common area maintenance, real estate tax and insurance costs.  The Company analyzes the balance of its estimated accounts receivable for real estate taxes, common area maintenance and insurance for each of its properties by comparing actual recoveries versus actual expenses and any actual write-offs.  Based on its analysis, the Company may record an additional amount in its allowance for doubtful accounts related to these items.  It is also the Company's policy to maintain an allowance of approximately 10% of the deferred straight-line rents receivable balance for future tenant credit losses.

Real Estate

Land, buildings, property improvements, furniture/fixtures and tenant improvements are recorded at cost.  Expenditures for maintenance and repairs are charged to operations as incurred.  Renovations and/or replacements, which improve or extend the life of the asset, are capitalized and depreciated over their estimated useful lives.

The amounts to be capitalized as a result of an acquisition and the periods over which the assets are depreciated or amortized are determined based on estimates as to fair value and the allocation of various costs to the individual assets.  The Company allocates the cost of an acquisition based upon the estimated fair value of the net assets acquired.  The Company also estimates the fair value of intangibles related to its acquisitions.  The valuation of the fair value of intangibles involves estimates related to market conditions, probability of lease renewals and the current market value of in-place leases.  This market value is determined by considering factors such as the tenant's industry, location within the property and competition in the specific region in which the property operates.  Differences in the amount attributed to the intangible assets can be significant based upon the assumptions made in calculating these estimates.

The Company is required to make subjective assessments as to the useful life of its properties for purposes of determining the amount of depreciation.  These assessments have a direct impact on the Company's net income.

Properties are depreciated using the straight-line method over the estimated useful lives of the assets.  The estimated useful lives are as follows:

Buildings	30-40 years
Property Improvements	10-20 years
Furniture/Fixtures	3-10 years
Tenant Improvements	Shorter of lease term or their useful life

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Asset Impairment

On a periodic basis, management assesses whether there are any indicators that the value of the real estate properties may be impaired.  A property value is considered impaired when management's estimate of current and projected operating cash flows (undiscounted and without interest) of the property over its remaining useful life is less than the net carrying value of the property.  Such cash flow projections consider factors such as expected future operating income, trends and prospects, as well as the effects of demand, competition and other factors.  To the extent impairment has occurred, the loss is measured as the excess of the net carrying amount of the property over the fair value of the asset.  Changes in estimated future cash flows due to changes in the Company's plans or market and economic conditions could result in recognition of impairment losses which could be substantial.  Management does not believe that the value of any of its rental properties is impaired at October 31, 2014.

Liquidity and Capital Resources

In October 2014, the Company completed the sale of 2.8 million shares of Series G - 6.75% preferred stock that raised net proceeds of $67.8 million.  In November 2014 (subsequent to year end), the Company completed the sale of an additional 200,000 shares of the Series G preferred stock that raised an additional $4.8 million of net proceeds.  In addition, in November 2014, the Company completed the sale of 2,875,000 shares of Class A Common stock that raised proceeds of $59.9 million.  Subsequent to year end, the Company used a portion of the proceeds from these stock sales in connection with the following:

· On November 22, 2014, $61.25 million to repurchase all of the Company's Series D Preferred Stock.

· On December 10, 2014, $61.9 million to fund a portion of the $124.5 million purchase of four retail properties in the Company's core marketplace.

At October 31, 2014, the Company had unrestricted cash and cash equivalents of $73.0 million compared to $2.9 million at October 31, 2013.  The Company's sources of liquidity and capital resources include its cash and cash equivalents, proceeds from bank borrowings and long-term mortgage debt, capital market financings and sales of real estate investments. Payments of expenses related to real estate operations, debt service, management and professional fees, and dividend requirements place demands on the Company's short-term liquidity.

The Company maintains a conservative capital structure with low leverage levels by commercial real estate standards.  The Company maintains a ratio of total debt to total assets below 30% and a very strong fixed charge coverage ratio of over 2.19 to 1, which we believe will allow the Company to obtain additional secured mortgage borrowings if necessary.  The Company does not have any fixed rate debt coming due until August 2015 and has forty-four properties in its consolidated core portfolio that are not encumbered by secured mortgage debt. At October 31, 2014, the Company had loan availability of $64 million on its unsecured revolving line of credit.

Cash Flows

The Company expects to meet its short-term liquidity requirements primarily by generating net cash from the operations of its properties.  The Company believes that its net cash provided by operations will be sufficient to fund its short-term liquidity requirements for fiscal 2015 and to meet its dividend requirements necessary to maintain its REIT status. In fiscal 2014, 2013 and 2012, net cash flow provided by operations amounted to $50.9 million, $51.0 million and $52.5 million, respectively.  Cash dividends paid on common and preferred shares equaled $45.9 million in fiscal 2014 compared to $46.6 million in fiscal 2013 and $42.6 million in fiscal 2012.

The Company expects to continue paying regular dividends to its stockholders.  These dividends will be paid from operating cash flows which are expected to increase due to property acquisitions and growth in operating income in the existing portfolio and from other sources. The Company derives substantially all of its revenues from rents under existing leases at its properties. The Company's operating cash flow therefore depends on the rents that it is able to charge to its tenants, and the ability of its tenants to make rental payments. The Company believes that the nature of the properties in which it typically invests, primarily grocery-anchored neighborhood and community shopping centers, provides a more stable revenue flow in uncertain economic times, in that consumers still need to purchase basic staples and convenience items. However, even in the geographic areas in which the Company owns properties, general economic downturns may adversely impact the ability of the Company's tenants to make lease payments, the Company's ability to re-lease space as leases expire and the ability of the Company to re-lease space at rents equal to or greater than expiring rents. In any of these cases, the Company's cash flow could be adversely affected.  Over the last several years, the entire retail commercial real estate industry has seen increased competition from Internet commerce, which has made it more difficult for certain types of "brick and mortar" businesses to compete, the result of which has been to reduce the tenant pool for retail commercial real estate owners like us.  The Company is aware of this threat and at this point does not believe it is material, but continues to monitor it.  If internet commerce continues to erode the need for traditional retail stores it could make it more difficult for the Company to lease available space and the Company's future cash flow could be adversely affected.

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Net Cash Flows from:

Operating Activities

Net cash flows provided by operating activities amounted to $50.9 million in fiscal 2014, compared to $51.0 million in fiscal 2013, and $52.5 million in fiscal 2012.  The changes in operating cash flows were primarily the result of:

Decrease from fiscal 2013 to fiscal 2014:

Predominantly caused by a decrease in accounts receivable collected and an increase in restricted cash related to new escrow accounts associated with mortgages assumed with new property acquisitions in fiscal 2014 offset by the addition of the net operating results of the Company's acquired properties in fiscal 2013 and fiscal 2014.

Decrease from fiscal 2012 to fiscal 2013:

Predominantly caused by a decrease in accounts receivable collected and an increase in restricted cash related to new escrow accounts related to mortgages assumed with new property acquisitions in fiscal 2013 offset by the addition of the net operating results of the Company's acquired properties in fiscal 2012 and fiscal 2013.

Investing Activities

Net cash flows used in investing activities was $54.6 million in fiscal 2014, $49.6 million in fiscal 2013 and $10.8 million in fiscal 2012. The change in investing cash flows was primarily the result of:

Increase in cash used from fiscal 2013 to fiscal 2014:

The Company acquired 8 properties in fiscal 2014 requiring $81.7 million in equity versus acquiring 11 properties in fiscal 2013 requiring $58.4 million in equity.  The Company also re-tenanted two shopping centers and as a result, the Company has expended $19.3 million on improvements to its properties in fiscal 2014 versus only $9.5 million in fiscal 2013.  In addition, the Company had loaned $13 million to one of its unconsolidated joint ventures in a prior year, that loan was repaid in fiscal 2013.  This increase in cash used by investing activities was partially offset by proceeds in the amount of $47.8 million from the sale of three of the Company's properties in fiscal 2014.

Increase in cash used from fiscal 2012 to fiscal 2013:

The Company acquired 11 properties in fiscal 2013 requiring $58.4 million in equity versus acquiring two properties in fiscal 2012 that required only $5.4 million in equity.  In addition, the Company had deposits of $3.3 million in fiscal 2013 to purchase additional commercial real estate.  The Company also re-tenanted two shopping centers and as a result, the Company expended $9.5 million on improvements to its properties in fiscal 2013 versus only $6.5 million in fiscal 2012.  This increase in cash used by investing activities was partially offset by proceeds in the amount of $4.5 million from the sale of one of the Company's properties and by the proceeds from the sale of marketable securities at a gain in fiscal 2013 and the Company receiving, in fiscal 2013 loan repayments of $13 million on a loan the Company had made to one of its unconsolidated joint ventures in a prior year.

The Company regularly makes capital investments in its properties for property improvements, tenant improvements costs and leasing commissions.

Financing Activities

Net cash flows provided by financing activities amounted to $73.8 million in fiscal 2014 as compared with net cash used by financing activities in the amount of $76.5 million in fiscal 2013 compared with net cash provided by financing activities in the amount of $31.8 million in fiscal 2012.  The change in net cash provided (used) by financing activities was primarily attributable to:

Cash generated:

Fiscal 2014: (Total $198.8 million)

· Proceeds from revolving credit line borrowings of $65.1 million.

· Proceeds from unsecured term loan borrowing of $25 million.

· Proceeds from mortgage financings of $40.7 million.

· Proceeds from issuance of Series G preferred stock of $67.8 million.

Fiscal 2013: (Total $39.9 million)

· Proceeds from revolving credit line borrowings of $38.4 million

· Return of escrow deposit of $1.3 million

Fiscal 2012: (Total $259.1 million)

· Proceeds from revolving credit line borrowings for property acquisitions in the amount of $58.0 million

· Proceeds from mortgaging a previously unencumbered property in the amount of $28.0 million

· Proceeds from the sale of 2.5 million shares of Class A Common stock in a follow-on public offering

· Proceeds from the sale of 5.175 million shares of a new series of redeemable Preferred Stock (Series F) in a public offering

Cash used:

Fiscal 2014: (Total $125.0 million)

· Dividends to shareholders in the amount of $45.9 million.

· Repayments of mortgage notes payable in the amount of $20.3 million.

· Repayments of revolving credit line borrowings in the amount of $58.8 million.

Fiscal 2013: (Total $116.3 million)

· Dividends to shareholders in the amount of $46.6 million.

· Repayment of mortgage notes payable in the amount of $6.6 million.

· Repayment of revolving credit line borrowings in the amount of $40.7 million.

· Repurchase of shares of the Company's Series C Senior Cumulative Preferred Stock in the amount of $22.4 million.

Fiscal 2012:  (Total $227.2 million)

· Dividends to shareholders in the amount of $42.6 million.

· Repayment of mortgage notes payable in the amount of $15.0 million.

· Repayment of revolving credit line borrowings in the amount of $88.3 million.

· Repurchase of shares of the Company's Series C and redemption of all of the Series E Senior Cumulative Preferred Stock in the combined amount of $81 million.

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Capital Resources

The Company expects to fund its long-term liquidity requirements such as property acquisitions, repayment of indebtedness and capital expenditures through other long-term indebtedness (including indebtedness assumed in acquisitions), proceeds from sales of properties and/or the issuance of equity securities. The Company believes that these sources of capital will continue to be available to it in the future to fund its long-term capital needs. However, there are certain factors that may have a material adverse effect on its access to capital sources; the Company's ability to incur additional debt is dependent upon its existing leverage, the value of its unencumbered assets and borrowing limitations imposed by existing lenders. The Company's ability to raise funds through sales of equity securities is dependent on, among other things, general market conditions for REITs, market perceptions about the Company and its stock price in the market. The Company's ability to sell properties in the future to raise cash will be dependent upon market conditions at the time of sale.

Financings and Debt

The Company has an $80 million Unsecured Revolving Credit Facility (the "Facility") with a syndicate of four banks led by The Bank of New York Mellon, as administrative agent.  The syndicate also includes Wells Fargo Bank N.A. (syndication agent), Bank of Montreal and Regions Bank (co-documentation agents).  The Facility gives the Company the option, under certain conditions, to increase the Facility's borrowing capacity up to $125 million.  The maturity date of the Facility is September 21, 2016 with a 1-year extension at the Company's option.  Borrowings under the Facility can be used for, among other things, acquisitions, working capital, capital expenditures, and repayment of other indebtedness and the issuance of letters of credit (up to $10 million).  Borrowings will bear interest at the Company's option of Eurodollar rate plus 1.5% to 2.0% or The Bank of New York Mellon's prime lending rate plus 0.50% based on consolidated indebtedness, as defined.  The Company will pay an annual fee on the unused commitment amount of up to 0.25% to 0.35% based on outstanding borrowings during the year.  The Facility contains certain representations and financial and other covenants typical for this type of facility.  The Company's ability to borrow under the Facility is subject to its compliance with the covenants and other restrictions on an ongoing basis. The principal financial covenants limit the Company's level of secured and unsecured indebtedness and additionally require the Company to maintain certain debt coverage ratios.  The Company was in compliance with such covenants at October 31, 2014.

During the fiscal years ended October 31, 2014 and 2013, respectively, the Company borrowed $65.1 million and $38.4 million on its Facility to fund a portion of its equity for property acquisitions and capital improvements to its properties.  During the fiscal years ended October 31, 2014 and 2013, respectively, the Company re-paid $58.8 million and $40.7 million on its Facility with proceeds from a combination of non-recourse mortgage financings, Class A Common stock and preferred stock offerings and available cash.

In November 2014, the Company entered into a commitment with a lender to place a $62.7 million non-recourse first mortgage loan that now encumbers the retail properties that the Company purchased in December 2014.  In conjunction with the commitment, the Company deposited $628,000 with the lender, which is included in prepaid expenses and other assets at October 31, 2014.  The mortgage loan requires monthly payments of principal and interest in the amount of $294,000 at a fixed interest rate of 3.85% per annum.  The mortgage matures in January 2027. Proceeds from the mortgage were used to repay the Facility.  The Company completed the mortgage financing in December of 2014.

During fiscal 2014, the Company, through a wholly-owned subsidiary, assumed an existing non-recourse first mortgage loan encumbering the Boonton property at its estimated fair value of $7.8 million.  The mortgage loan requires monthly payments of principal and interest at a fixed rate of 4.2% per annum.  The mortgage matures in September 2022.

During fiscal 2014, the Company, through a wholly-owned subsidiary, assumed an existing non-recourse first mortgage loan encumbering the Bloomfield property at its estimated fair value of $7.7 million.  The mortgage loan requires monthly payments of principal and interest at a fixed rate of 5.5% per annum.  The mortgage matures in August 2016.

During fiscal 2014, the Company, through a wholly-owned subsidiary, assumed an existing non-recourse first mortgage loan encumbering the McLean Plaza property at its estimated fair value of $2.8 million.  The mortgage matured in November 2014 and was refinanced with a new lender.  The new $5 million mortgage matures in November 2024 and requires monthly payments of interest only at a fixed rate of interest of 3.7% per annum.

During fiscal 2014, the Company, through a wholly-owned subsidiary, placed a non-recourse first mortgage loan encumbering the Greenwich properties in the amount of $24.5 million.  The mortgage loan requires monthly payments of principal and interest at a fixed rate of 4.07% per annum.  The mortgage matures in November 2024.  Proceeds from the mortgage were used to repay the Facility.

During fiscal 2014, the Company refinanced a non-recourse mortgage loan encumbering one of its retail properties in the amount of $16.2 million.  The mortgage loan requires monthly payments of principal and interest at a fixed rate of 3.995% per annum.  The mortgage matures in August 2024.  The interest rate prior to refinancing was 6.66%

During fiscal 2013, the Company, through a wholly-owned subsidiary, assumed an existing first mortgage loan encumbering the Post Road properties at its estimated fair value of $8.3 million.  The mortgage loan requires monthly payments of principal and interest at a fixed rate of 4.0% per annum.  The mortgage matures in August 2016.

During fiscal 2013, the Company, through a wholly-owned subsidiary, assumed a first mortgage loan encumbering the New Providence property at its estimated fair value of $21.3 million.  The mortgage loan requires monthly payments of principal and interest at the fixed rate of 4.0% per annum. The mortgage matures in January 2022.

In June of fiscal 2013, the Company repaid, at maturity, its first mortgage payable secured by its Veteran's Plaza property in the amount of $3.2 million.

24

During fiscal 2012, the Company, through a wholly owned subsidiary, assumed a first mortgage payable secured by its Eastchester Plaza property with an estimated fair value of approximately of $3.6 million.  The mortgage matured in April 2012 and was repaid.

During fiscal 2012, the Company assumed a first mortgage payable in the amount of $7.4 million in conjunction with its investment in Orangeburg.  The loan requires payments of principal and interest at a fair market value interest rate of 2.04% (6.19% contractual rate). Subsequent to the assumption, Orangeburg extended the loan with the current lender for an additional 5 years, leaving all terms unchanged, except the interest rate was adjusted to a fixed rate of 2.78%.  The loan now matures in October 2017.  The operating agreement for Orangeburg requires that the loan be refinanced and not repaid at maturity.

In February 2012, the Company borrowed $28.0 million by placing a non-recourse first mortgage on its Dock Property.  The loan is for a term of ten years and will require payments of principal and interest based on a 30-year amortization schedule at the fixed interest rate of 4.85%.

In October 2012, the Company repaid, at maturity, its first mortgage payable secured by its New Milford Property in the amount of $8.3 million.

In August 2012, a wholly owned subsidiary of the Company completed the installation of a solar power system (the "Ferry System") at the Company's Ferry Plaza Shopping Center in Newark, New Jersey at a total cost of approximately $1.7 million. The subsidiary financed a portion of the project with a loan in the amount of $1.1 million from The Public Service Electric and Gas Company of New Jersey ("PSE&G"), through PSE&G's "Solar Loan Program II".  The loan requires monthly payments of principal and interest at 11.3% per annum through its maturity date of August 31, 2027.  The subsidiary has the option of repaying all or part of the PSE&G loan, including interest, with Solar Renewable Energy Credits ("SREC's") that are expected to be generated by the Ferry System.  The remaining cost of the Ferry System was funded by a renewable energy grant from the federal government.

The Company is exposed to interest rate risk primarily through its borrowing activities. There is inherent rollover risk for borrowings as they mature and are renewed at current market rates. The extent of this risk is not quantifiable or predictable because of the variability of future interest rates and the Company's future financing requirements.  Mortgage notes payable and other loans in the amount of $205.1 million consist of fixed rate mortgage loan indebtedness with a weighted average interest rate of 4.8% at October 31, 2014. The mortgage loans are secured by 19 properties with a net book value of $333 million and have fixed rates of interest ranging from 2.8% to 11.3%.  The Company made principal payments of $20.3 million (including the refinancing of a $16.2 million mortgage in fiscal 2014) compared with $6.6 million (including the repayment of $3.2 million in mortgages that matured) in fiscal 2013 compared with to $15.0 million (including the repayment of $11.8 million in mortgages that matured) in fiscal 2012.  The Company may refinance its mortgage loans, at or prior to scheduled maturity, through replacement mortgage loans.  The ability to do so, however, is dependent upon various factors, including the income level of the properties, interest rates and credit conditions within the commercial real estate market. Accordingly, there can be no assurance that such re-financings can be achieved.

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Contractual Obligations

The Company's contractual payment obligations as of October 31, 2014 were as follows (amounts in thousands):

Payments Due by Period
	Total		2015		2016		2017		2018		2019		Thereafter
Mortgage notes payable	$	205,147	$	11,844	$	19,281	$	53,777	$	3,178	$	29,719	$	87,348
Interest on mortgage notes payable		42,821		10,445		9,890		7,213		6,261		5,441		3,571
Revolving Credit Lines		15,550		-		15,550		-		-		-		-
Unsecured Term Loan		25,000		25,000		-		-		-		-		-
Tenant obligations*		3,899		3,899		-		-		-		-		-
Total Contractual Obligations	$	292,417	$	51,188	$	44,721	$	60,990	$	9,439	$	35,160	$	90,919

*Committed tenant-related obligations based on executed leases as of October 31, 2014.

The Company has various standing or renewable service contracts with vendors related to its property management. In addition, the Company also has certain other utility contracts entered into in the ordinary course of business which may extend beyond one year, which vary based on usage.  These contracts include terms that provide for cancellation with insignificant or no cancellation penalties.  Contract terms are generally one year or less.

Off-Balance Sheet Arrangements

The Company has seven off-balance sheet investments in real property including a 66.67% equity interest in the Putnam Plaza shopping center, an 11.642% equity interest in the Midway Shopping Center L.P., a 50% equity interest in the Chestnut Ridge Shopping Center and Plaza 59 Shopping Centers, a 50% equity interest in the Gateway Plaza shopping center and the Riverhead Applebee's Plaza and a 20% economic interest in a partnership that owns a primarily retail real estate investment.  These unconsolidated joint ventures are accounted for under the equity method of accounting as we have the ability to exercise significant influence over, but not control of, the operating and financial decisions of these investments.  Our off-balance sheet arrangements are more fully discussed in Note 6, "Investments in and Advances to Unconsolidated Joint Ventures" in the Company's financial statements in Item 8.

Capital Expenditures

The Company invests in its existing properties and regularly incurs capital expenditures in the ordinary course of business to maintain its properties. The Company believes that such expenditures enhance the competitiveness of its properties. In fiscal 2014, the Company paid approximately $19.3 million for property improvements, tenant improvement and leasing commission costs.  The amount of these expenditures was slightly higher than normal in fiscal 2014 as the Company was re-tenanting two properties, which re-tenanting required more capital disbursement than the Company's norm.  The Company does not anticipate this type of expenditure to be recurring.  The amounts of these expenditures can vary significantly depending on tenant negotiations, market conditions and rental rates.  The Company expects to incur approximately $3.9 million for anticipated capital and tenant improvements and leasing costs in fiscal 2015. These expenditures are expected to be funded from operating cash flows or bank borrowings.

Acquisitions and Significant Property Transactions

The Company seeks to acquire properties which are primarily shopping centers located in the northeastern part of the United States with a concentration in the metropolitan New York tri-state area outside of the City of New York.

Properties under contract to purchase

In September 2014, the Company entered into a contract to purchase, for $124.6 million, four retail properties totaling approximately 375,000 square feet located in northern New Jersey ("Retail Properties").  The Company completed the purchase in December 2014.  The Company funded the acquisition with a combination of available cash remaining from the sale of Class A Common Stock and the sale of its Series G Preferred Stock, borrowings under its Facility and a non-recourse mortgage secured by the subject property (see "Financings and Debt" in this Item 7).

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Completed acquisitions

In October 2014, the Company, through a wholly-owned subsidiary, acquired a 51% interest in McLean Plaza Associates for a net investment of $6.2 million.  McLean Plaza's sole asset is a grocery anchored shopping center located in Yonkers, NY.  McLean Plaza is encumbered by a first mortgage payable in the amount of $2.8 million.  Subsequent to year end the mortgage encumbering McLean Plaza was refinanced.  The new loan in the amount of $5 million has a term of ten years and requires payments of interest only at the fixed rate of 3.7%.

In August 2014, the Company, through a wholly-owned subsidiary, purchased for $47.4 million two retail properties totaling 88,000 square feet located in Greenwich, CT.  The Company funded the acquisition with a combination of available cash, borrowings under its Facility, other unsecured borrowings and a non-recourse mortgage secured by the subject property.

In January 2014, the Company, through a wholly-owned subsidiary, purchased for $9 million a 31,000 square foot retail shopping center located in Bethel, CT.  The Company funded the equity needed to complete the purchase with proceeds from the sale of its two non-core properties in December 2013.

In December 2013, the Company, through a wholly-owned subsidiary, purchased for $18.4 million a 63,000 square foot retail shopping center located in Boonton, NJ. The acquisition required the assumption of an existing mortgage in the amount of $7.8 million. The mortgage loan requires monthly payments of principal and interest at a fixed rate of 4.2% per annum.  The mortgage matures in September 2022.  The Company funded the equity needed to complete the purchase with borrowings under its Facility.

In December 2013, the Company, through a wholly-owned subsidiary, purchased for $11.0 million a 56,000 square foot retail shopping center located in Bloomfield, NJ.  The acquisition required the assumption of an existing mortgage in the amount of $7.7 million. The mortgage loan requires monthly payments of principal and interest at a fixed rate of 5.5% per annum.  The mortgage matures in August 2016.  The Company funded the equity needed to complete the purchase with borrowings under its Facility.

In May 2013, the Company, through a wholly owned subsidiary, purchased two retail properties located in Greenwich, CT, with a combined GLA totaling 24,000 square feet, for $18 million.  In conjunction with the purchase, the Company assumed an existing first mortgage loan encumbering the properties at its estimated fair value of $8.3 million.  The mortgage loan requires monthly payments of principal and interest at a fixed rate of 4.0% per annum.  The mortgage matures in August 2016.  The Company funded the remaining equity needed to complete the purchase with proceeds from its Class A Common Stock and Series F Preferred Stock offerings completed in October 2012.

In May 2013, the Company, through a wholly owned subsidiary, purchased a 107,000 square foot retail shopping center located in New Providence, New Jersey for $34.9 million.  In connection with the purchase, the Company assumed a first mortgage loan encumbering the property at its estimated fair value of $21.3 million. The mortgage loan requires monthly payments of principal and interest at the fixed rate of 4.0% per annum. The mortgage matures in January 2022.  The Company funded the remaining equity needed to complete the purchase with proceeds from its Class A Common Stock and Series F Preferred Stock offerings completed in October 2012.

In January and March 2013, the Company purchased six free standing net leased properties located in the Company's core marketplace with a combined GLA of 20,200 square feet.  The gross purchase price of the six properties was $7.8 million. The Company funded the equity with proceeds from its Class A Common Stock and Series F Preferred Stock offerings completed in October 2012.

In March 2012, the Company acquired an approximate 2% interest in Orangeburg, a newly formed limited liability company in which the Company is the sole managing member.  Orangeburg acquired, by contribution, a 74,000 square foot shopping center in Orangeburg, New York, at its estimated fair value of $16.0 million and the assumption of an existing first mortgage loan on the property at its estimated fair value of $7.4 million bearing interest at a fixed rate of 2.04% (6.19% contractual rate).  The Company's net investment in Orangeburg amounted to $186,000.  The other member (non-managing) of Orangeburg is the prior owner of the contributed property who, in exchange for contributing the net assets of the property, received units of Orangeburg equal to the value of the contributed property less the value of the assigned first mortgage payable.  The Orangeburg operating agreement provides for the non-managing member to receive an annual cash distribution equal to the regular quarterly cash distribution declared by the Company for one share of the Company's Class A Common stock for each unit of Orangeburg ownership.  The annual cash distribution will be paid from available cash, as defined, of Orangeburg.  Upon liquidation, proceeds from the sale of Orangeburg assets are to be distributed in accordance with operating agreement.  Orangeburg has a defined termination date of December 31, 2097.  Since the purchase of this investment the Company has made additional investments in the amount of $1.7 million in Orangeburg, and as a result, as of October 31, 2014 its ownership percentage has increased from 2% to 21.7%.

In December 2012, subsidiaries of the Company purchased two suburban office buildings located in the Company's core marketplace with a combined GLA of 23,500 square feet.  The gross purchase price of the two properties was $6.5 million. The Company funded its equity to complete the purchase with proceeds from its Class A Common Stock and Series F Preferred Stock offerings completed in October 2012.

In December 2011 (fiscal 2012), a subsidiary of the Company acquired the Eastchester Plaza Shopping Center ("Eastchester") in the Town of Eastchester, Westchester County, New York for a purchase price of $9 million.  In connection with the purchase, the Company assumed a first mortgage encumbering the property at its estimated fair value of $3.6 million.  The mortgage matured in April 2012 and was repaid.  The remaining equity needed to complete the acquisition was funded with available cash and borrowings on the Company's Facility.

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Non-Core Properties

In a prior year, the Company's Board of Directors expanded and refined the strategic objectives of the Company to refocus its real estate portfolio into one of self-managed retail properties located in the northeast and authorized the sale of the Company's non-core properties in the normal course of business over a period of years.

In December 2013, the Company sold its remaining two non-core properties and realized a gain on sale of $12.5 million and reinvested the proceeds from the sale into commercial real estate located in its core marketplace.

Funds from Operations

The Company considers Funds from Operations ("FFO") to be an additional measure of an equity REIT's operating performance.  The Company reports FFO in addition to its net income applicable to common stockholders and net cash provided by operating activities.  Management has adopted the definition suggested by The National Association of Real Estate Investment Trusts ("NAREIT") and defines FFO to mean net income (computed in accordance with GAAP) excluding gains or losses from sales of property, plus real estate-related depreciation and amortization and after adjustments for unconsolidated joint ventures.

Management considers FFO a meaningful, additional measure of operating performance because it primarily excludes the assumption that the value of its real estate assets diminishes predictably over time and industry analysts have accepted it as a performance measure.  FFO is presented to assist investors in analyzing the performance of the Company.  It is helpful as it excludes various items included in net income that are not indicative of the Company's operating performance, such as gains (or losses) from sales of property and depreciation and amortization.  However, FFO:

• does not represent cash flows from operating activities in accordance with GAAP (which, unlike FFO, generally reflects all cash effects of transactions and other events in the determination of net income); and

• should not be considered an alternative to net income as an indication of the Company's performance.

FFO as defined by us may not be comparable to similarly titled items reported by other real estate investment trusts due to possible differences in the application of the NAREIT definition used by such REITs.  The table below provides a reconciliation of net income applicable to Common and Class A Common Stockholders in accordance with GAAP to FFO for each of the three years in the period ended October 31, 2014 (amounts in thousands):

	Year Ended October 31,
	2014			2013			2012
Net Income Applicable to Common and Class A Common Stockholders	$	49,469		$	10,613		$	12,966
Real property depreciation		15,020			14,147			13,277
Amortization of tenant improvements and allowances		3,298			2,957			2,875
Amortization of deferred leasing costs		520			593			426
Depreciation and amortization on discontinued operations		341			47			84
Depreciation and amortization on unconsolidated joint ventures		1,255			974			911
(Gain)/loss on sale of properties		(36,871	)		175			88
Funds from Operations Applicable to Common and Class A Common Stockholders	$	33,032		$	29,506		$	30,627
Net Cash Provided by (Used in):
Operating Activities	$	50,915		$	50,952		$	52,504
Investing Activities	$	(54,624	)	$	(49,631	)	$	(10,778	)
Financing Activities	$	73,793		$	(76,468	)	$	31,837

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FFO amounted to $33.0 million in fiscal 2014 compared to $29.5 million in fiscal 2013 and $30.6 million in fiscal 2012.  The change in FFO was predominantly attributable to:

a) the Company incurring $4.2 million in one-time preferred stock redemption charges in fiscal 2013 versus only $1.87 million in fiscal 2014; b) a decrease of $1.1 million in preferred stock dividends in fiscal 2014 mainly the result of the Company issuing a new preferred stock series in October 2012 in advance of being able to redeem its Series C Preferred Stock series in fiscal 2013; and c) the additional net operating income related to the company's acquisitions in fiscal 2013 and fiscal 2014 in excess of the financing cost of that capital.

The net decrease in FFO in fiscal 2013, when compared with fiscal 2012 was predominantly attributable, among other things, to: a) the Company incurring $4.2 million in one-time preferred stock redemption charges in fiscal 2013 versus only $2.0 million in fiscal 2012; b) an increase of $1.7 million in preferred stock dividends mainly the result of the Company issuing a new preferred stock series in October 2012 in advance of being able to redeem its Series C Preferred Stock series; and c) a $666,000 increase in general and administration expense, primarily the result of increased compensation and benefits related to additional staffing, and an increase in restricted stock amortization as a result of new tranches of shares being valued at a considerably higher stock price than fully amortized tranches, and an increase in legal fees relating to its redemption of its Series C Cumulative Preferred Stock in May of 2013; offset by: d) an increase from the net operating income (including investments accounted for by the equity method of accounting) relating to property acquisitions in the second half of fiscal 2012 and fiscal 2013; e) an increase in interest, dividends and other investment income as a result of the Company investing, at the beginning of fiscal 2013, approximately $27 million of proceeds from its completed stock offerings in October 2012 in fixed income marketable securities; and f) the Company recording a gain on sale of marketable securities in the amount of $1.5 million that was realized when the Company sold the above mentioned marketable securities in fiscal 2013.

Results of Operations

Fiscal 2014 vs. Fiscal 2013

The following information summarizes the Company's results of operations for the years ended October 31, 2014 and 2013 (amounts in thousands):

	Year Ended
	October 31,										Change Attributable to:
Revenues	2014		2013		Increase (Decrease)			% Change			Property Acquisitions/Sales			Properties Held In Both Periods (Note 1)
Base rents	$	75,099	$	70,052	$	5,047			7.2	%	$	4,753		$	294
Recoveries from tenants		24,947		22,594		2,353			10.4	%		1,934			419
Other income		2,099		2,343		(244	)		(10.4	)%		77			(321	)
Operating Expenses
Property operating		18,926		17,471		1,455			8.3	%		1,260			195
Property taxes		16,997		15,524		1,473			9.5	%		1,029			444
Depreciation and amortization		19,249		17,769		1,480			8.3	%		1,235			245
General and administrative		8,016		8,211		(195	)		(2.4	)%		n/	a		n/	a
Non-Operating Income/Expense
Interest expense		10,235		9,094		1,141			12.5	%		1,277			(136	)
Interest, dividends, and other investment income		134		1,345		(1,211	)		(90.0	)%		n/	a		n/	a

Note 1 – Properties held in both periods includes only properties owned for the entire periods of 2014 and 2013.  All other properties are included in the property acquisition/sales column.  There are no properties excluded from the analysis.

Revenues:

Base rents increased by 7.2% to $75.1 million in fiscal 2014 as compared with $70.1 million in the comparable period of 2013.  The increase in base rents and the changes in other income statement line items were attributable to:

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Property Acquisitions and Properties Sold:

In fiscal 2013 and fiscal 2014, the Company purchased 17 properties totaling approximately 471,000 square feet of GLA.  These properties accounted for all of the revenue and expense changes attributable to property acquisitions during fiscal 2014 when compared with 2013.  The Company also sold two properties in fiscal 2014 that are included in continuing operations, the revenues and expense changes for these two properties are also included in this column.  In addition, the Company purchased a 50% equity interest in two other properties that it accounts for under the equity method of accounting.  These two properties are not included in any of the variance analysis presented above.

Properties Held in Both Periods:

The net increase in base rents for properties held during the entire period of fiscal 2014 and fiscal 2013 was a result of the leasing of vacant space in our portfolio in excess of new vacancies.  In fiscal 2014, we increased the lease rate at the Meriden property by 25% and those new leases began to generate cash flow at various points throughout fiscal 2014.  The new leases at Meriden provided an additional $440,000 in base rental revenue in fiscal 2014.

In fiscal 2014, the Company leased or renewed approximately 552,000 square feet (or approximately 14.6% of total consolidated property leasable area) at a combined average per square foot increase of 0.48%.  At October 31, 2014, the Company's core properties were approximately 94.8% leased, an increase of 1.54% from the end of fiscal 2013.  The above percentages exclude the Company's White Plains property.  In November, 2014, the Company obtained a zoning change from the City of White Plains that will allow this property to be converted to a higher and better use.  On this basis, the Company is maintaining vacancies to make potential redevelopment possible.

For the fiscal year ended October 31, 2014, recoveries from tenants for properties owned in both periods (which represent reimbursements from tenants for operating expenses and property taxes) increased by a net $419,000. This net increase was a result of higher operating expenses at its properties held in both periods due predominantly to an increase in expenses relating to snow removal; this increase was partially offset by a decrease in parking lot and building repairs.

Interest, dividends and other investment income decreased in the fiscal year ended October 31, 2014 when compared to the corresponding period in the prior year by $1.2 million, predominantly as a result of the Company investing approximately $27 million of the proceeds from its two equity offerings completed in October 2012 in income producing securities for the first six months of fiscal 2013, these securities were sold in May 2013 and the proceeds were invested into investment properties.

Expenses:

Property operating expenses for properties held in both fiscal year 2014 and 2013 increased by $195,000 as a result of an increase in expenses relating to snow removal.  This increase was partially offset by a decrease in parking lot and building repairs.

Real estate taxes for properties in both fiscal year 2014 and 2013 increased by $444,000 as a result of normal tax assessment increases at some of our properties.

Interest expense for properties held in the fiscal year ended October 31, 2014 when compared to the corresponding prior period decreased by $136,000 as a result of the normal amortization payments and the reduction of interest caused by the refinancing of a $16 million mortgage on our Arcadian shopping center in August.  The new mortgage reduced the interest rate to 3.995% from 6.66%.

Depreciation and amortization expense from properties held in the fiscal year ended October 31, 2014 when compared to the corresponding prior period increased by $245,000 as a result of an increase in capital improvements on properties held in both periods, most notably our Townline Square Center in Meriden, CT.  That center was in the process of being re-tenanted, which included increased tenant improvement costs and additional capital improvements on the property.

General and administrative expenses were relatively unchanged in fiscal 2014 when compared with fiscal 2013.

Fiscal 2013 vs. Fiscal 2012

The following information summarizes the Company's results of operations for the years ended October 31, 2013 and 2012 (amounts in thousands):

	Year Ended
	October 31,										Change Attributable to:
Revenues	2013		2012		Increase (Decrease)			% Change			Property Acquisitions/Sales			Properties Held In Both Periods (Note 2)
Base rents	$	70,052	$	67,543	$	2,509			3.7	%	$	2,623		$	(114	)
Recoveries from tenants		22,594		20,603		1,991			9.7	%		595			1,396
Other income		2,343		2,160		183			8.5	%		(134	)		317
Operating Expenses
Property operating		17,471		14,200		3,271			23.0	%		488			2,783
Property taxes		15,524		15,114		410			2.7	%		513			(103	)
Depreciation and amortization		17,769		16,637		1,132			6.8	%		801			331
General and administrative		8,211		7,545		666			8.8	%		n/	a		n/	a
Non-Operating Income/Expense
Interest expense		9,094		9,148		(54	)		(0.6	)%		620			(674	)
Interest, dividends, and other investment income		1,345		892		453			50.8	%		n/	a		n/	a

Note 2 – Properties held in both periods includes only properties owned for the entire periods of 2013 and 2012.  All other properties are included in the property acquisition/sales column.  There are no properties excluded from the analysis.

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Revenues:

Base rents increased by 3.7% to $70.1 million in fiscal 2013 as compared with $67.5 million in the comparable period of 2012.  The increase in base rents and the changes in other income statement line items were attributable to:

Property Acquisitions:

In fiscal 2012 and fiscal 2013, the Company purchased eleven properties totaling approximately 177,000 square feet of GLA.  These properties accounted for all of the revenue and expense changes attributable to property acquisitions during fiscal 2013 when compared with fiscal 2012.  In addition, the Company purchased a 50% equity interest in two other properties that it accounts for under the equity method of accounting.  These two properties are not included in any of the variance analysis presented above.

Properties Held in Both Periods:

The net decrease in base rents for properties held during fiscal 2013 when compared to the same period in fiscal 2012 was a result of a decrease in straight-line rent in the amount of $593,000, which is included in base rent in the consolidated statement of income.  Actual base rents billed to tenants for properties held in the fiscal year ended 2013 when compared with the corresponding prior period increased by $430,000 as result of normal rent increases in the portfolio and the base rent additions caused by new leasing in excess of tenant vacancies.

In fiscal 2013, the Company leased or renewed approximately 1.23 million square feet (or approximately 26.7% of total consolidated property leasable area) at a combined average per square foot increase of 0.79%.

For the fiscal year ended October 31, 2013, recoveries from tenants for properties owned in both periods (which represent reimbursements from tenants for operating expenses and property taxes) increased by a net $1.4 million. This net increase was a result of higher operating expenses at its properties held in both periods due predominantly to an increase in expenses relating to parking lots, building roofs and building repairs.

Interest, dividends and other investment income increased in the fiscal year ended October 31, 2013 when compared to the corresponding period in the prior year by $453,000, predominantly as a result of the Company investing approximately $27 million of the proceeds from its two equity offerings completed in October 2012 in income producing securities for the first six months of fiscal 2013.

Expenses:

Property operating expenses for properties held in both fiscal year 2013 and 2012 increased by $2.78 million as a result of an increase in expenses relating to parking lots, building roofs and building repairs.

Real estate taxes for properties held in both periods were relatively unchanged.

Interest expense for properties held in the fiscal year ended October 31, 2013 when compared to the corresponding prior period decreased by $674,000 as a result of the Company having $22 million outstanding on its unsecured line of credit in fiscal 2012 second and third quarter and no borrowings in fiscal 2013 first and second quarter, only $4 million outstanding through three quarters of fiscal 2013, and $9.25 million outstanding at October 31, 2013, coupled with the Company repaying one mortgage in fiscal 2013 when that mortgage matured.

Depreciation and amortization expense from properties held in the fiscal year ended October 31, 2013 when compared to the corresponding prior period increased by $331,000 as a result of some tenant improvement write-offs for tenants that vacated their spaces before lease expiration.

General and administrative expenses increased by $666,000 in fiscal 2013 when compared to fiscal 2012, primarily due to an increase in compensation costs related to an increase in staffing and restricted stock amortization on new tranches of stock grants being valued at higher stock prices than fully amortized tranches of stock grants and an increase in legal costs related to the Company redeeming its Series C Cumulative Preferred Stock in May of fiscal 2013.

Lease Rollovers

For the fiscal year ended 2014, we signed leases for a total of 552,000 square feet of retail space in our consolidated core portfolio.  New leases for vacant spaces were signed for 178,000 square feet at an average rental decrease of 1.54% on a cash basis, excluding 13,400 square feet of new leases for which there was no prior rent history available.  Renewals for 361,000 square feet of space previously occupied were signed at an average rental increase of 1.69% on a cash basis.

Tenant improvements averaged $25.43 per square foot for new leases and $12.80 per square foot for renewals for the fiscal year ended October 31, 2014. The average term for new leases was 7.1 years and the average term for renewal leases was 3 years.

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The rental increases/decreases associated with new and renewal leases generally include all leases signed in arms-length transactions reflecting market leverage between landlords and tenants during the period. The comparison between average rent for expiring leases and new leases is determined by including minimum rent paid on the expiring lease and minimum rent to be paid on the new lease in the first year. In some instances, management exercises judgment as to how to most effectively reflect the comparability of spaces reported in this calculation. The change in rental income on comparable space leases is impacted by numerous factors including current market rates, location, individual tenant creditworthiness, use of space, market conditions when the expiring lease was signed, the age of the expiring lease, capital investment made in the space and the specific lease structure. Tenant improvements include the total dollars committed for the improvement (fit-out) of a space as it relates to a specific lease but may also include base building costs (i.e. expansion, escalators or new entrances) which are required to make the space leasable. Incentives (if applicable) include amounts paid to tenants as an inducement to sign a lease that do not represent building improvements.

The leases signed in 2014 generally become effective over the following one to two years. There is risk that some new tenants will not ultimately take possession of their space and that tenants for both new and renewal leases may not pay all of their contractual rent due to operating, financing or other matters. However, these increases/decreases do provide information about the tenant/landlord relationship and the potential increase we may achieve in rental income over time.

In 2015, we believe our leasing volume will be in-line with our historical averages with overall positive increases in rental income for new leases and flat to slightly positive increases for renewal leases. However, changes in rental income associated with individual signed leases on comparable spaces may be positive or negative, and we can provide no assurance that the rents on new leases will continue to increase at the above described levels, if at all.

Property Held for Sale and Discontinued Operations

The Company has early adopted FASB Accounting Standards Update No. 2014-08 "Presentation of Financial Statements (ASC Topic 205) and Property, Plant, and Equipment (ASC Topic 360)" (together, "ASU 2014-08"), which change the requirements for reporting discontinued operations in accordance with ASC Topic 205-20.  As a result of this update, beginning in April 2014, the Company no longer classifies individual properties that have been sold or are classified as held for sale as discontinued operations in the consolidated statement of income if the removal, or anticipated removal, of the asset(s) from the reporting entity does not represent a strategic shift that has or will have a major effect on an entity's operations and financial results when disposed of.  ASU 2014-08 requires previously reported assets that qualified for discontinued operations reporting to continue to be reported in that manner.

In April 2014, the Company reached a decision to actively market for sale one of its properties located in Springfield, MA as that property no longer met the Company's investment objectives.  The property was sold in September 2014 for $31 million and the Company realized a gain on sale of property of $24.3 million.  In accordance with ASU 2014-08, the revenue, expenses and gain on sale of the property are not included in discontinued operations.  The net book value of the Springfield asset at October 31, 2013 was insignificant to financial statement presentation and as a result the Company did not include the asset as held for sale in accordance with ASC 360-10-45.

The operating results of the Springfield property which are included in the continuing operations were as follows (amounts in thousands):

	For Year Ended
	October 31,
	2014			2013			2012
Revenues	$	3,805		$	4,239		$	4,185
Property operating expense		(1,780	)		(1,764	)		(1,524	)
Depreciation and amortization		(341	)		(653	)		(645	)
Net Income	$	1,684		$	1,822		$	2,016

In December 2013, prior to the adoption of ASU 2014-08, the Company sold its two distribution service facilities in its non-core portfolio and one core property for $18.1 million, resulting in a gain on sale of properties of $12.5 million.  In accordance with ASC 360 and 205 the operating results of the distribution service facilities are shown as discontinued operations on the consolidated statements of income for fiscal years ended October 31, 2014, 2013 and 2012.  The operating results of the other property were insignificant to financial statement presentation and are not shown as discontinued operations.  The net book value of the two distribution service facilities and the one core property at October 31, 2013 are insignificant to financial statement presentation and as a result the Company will not include the assets as held for sale in accordance with ASC 360-10-45.

The combined operating results for the distribution service facilities have been reclassified as discontinued operations in the accompanying consolidated statements of income.  The following table summarizes revenues and expenses for the Company's discontinued operations (amounts in thousands):

	For The Year Ended
	October 31,
	2014		2013			2012
Revenues	$	141	$	1,356		$	1,565
Property operating expense		-		-			(3	)
Depreciation and amortization		-		(48	)		(84	)
Income from discontinued operations	$	141	$	1,308		$	1,478

Inflation

The Company's long-term leases contain provisions to mitigate the adverse impact of inflation on its operating results. Such provisions include clauses entitling the Company to receive (a) scheduled base rent increases and (b) percentage rents based upon tenants' gross sales, which generally increase as prices rise. In addition, many of the Company's non-anchor leases are for terms of less than ten years, which permits the Company to seek increases in rents upon renewal at then current market rates if rents provided in the expiring leases are below then existing market rates. Most of the Company's leases require tenants to pay a share of operating expenses, including common area maintenance, real estate taxes, insurance and utilities, thereby reducing the Company's exposure to increases in costs and operating expenses resulting from inflation.

32

Environmental Matters

Based upon management's ongoing review of its properties, management is not aware of any environmental condition with respect to any of the Company's properties that would be reasonably likely to have a material adverse effect on the Company. There can be no assurance, however, that (a) the discovery of environmental conditions, which were previously unknown, (b) changes in law, (c) the conduct of tenants or (d) activities relating to properties in the vicinity of the Company's properties, will not expose the Company to material liability in the future. Changes in laws increasing the potential liability for environmental conditions existing on properties or increasing the restrictions on discharges or other conditions may result in significant unanticipated expenditures or may otherwise adversely affect the operations of the Company's tenants, which could adversely affect the Company's financial condition and results of operations.

33

Item 7A.Quantitative and Qualitative Disclosures about Market Risk

The Company is exposed to interest rate risk primarily through its borrowing activities.  There is inherent rollover risk for borrowings as they mature and are renewed at current market rates.  The extent of this risk is not quantifiable or predictable because of the variability of future interest rates and the Company's future financing requirements.

The following table sets forth the Company's long term debt obligations by principal cash payments and maturity dates, weighted average fixed interest rates and estimated fair value at October 31, 2014 (amounts in thousands, except weighted average interest rate):

For the years ended October 31,
	2015			2016			2017			2018			2019			Thereafter			Total		Estimated Fair Value
Mortgage notes payable	$	11,844		$	19,281		$	53,777		$	3,178		$	29,719		$	87,348		$	205,147	$	205,675
Weighted average interest rate for debt maturing		4.62	%		4.75	%		5.17	%		n/	a		6.11	%		4.42	%

At October 31, 2014, the Company had $40.6 million in outstanding variable rate debt (based on LIBOR).  If LIBOR were to increase or decrease by 1%, the Company's interest expense would increase or decrease by approximately $406,000.

The Company believes that its weighted average fixed interest rate of 4.8% on its debt is not materially different from current market interest rates for debt instruments with similar risks and maturities.

The Company may enter into certain types of derivative financial instruments to reduce exposure to interest rate risk. The Company uses interest rate swap agreements, for example, to convert some of our variable rate debt to a fixed-rate basis.  As of October 31, 2014, the Company has four open derivative financial instruments.  These interest rate swaps are cross collateralized with three mortgages on properties in Rye, NY and one property in Ossining, NY.  The Rye swaps expire in October 2019 and the Ossining swap expires in October 2024 concurrent with the maturity of the respective mortgages.

Item 8.Financial Statements and Supplementary Data.

The consolidated financial statements required by this Item, together with the reports of the Company's independent registered public accounting firm thereon and the supplementary financial information required by this Item, are included under Item 15 of this Annual Report.

Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

There were no changes in, or any disagreements with, the Company's independent registered public accounting firm on accounting principles and practices or financial disclosure during the years ended October 31, 2014 and 2013.

Item 9A.Controls and Procedures.

At the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(e).  Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures are effective. During the fourth quarter of 2014, there were no changes in the Company's internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

34

(a)  Management's Report on Internal Control over Financial Reporting

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934.  The Company's internal control over financial reporting is a process designed by, or under the supervision of, the Company's Chief Executive Officer and Chief Financial Officer and effected by the Company's Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with generally accepted accounting principles.

The Company's internal control over financial reporting includes policies and procedures that: relate to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets of the Company; provide reasonable assurance of the recording of all transactions necessary to permit the preparation of the Company's consolidated financial statements in accordance with generally accepted accounting principles and the proper authorization of receipts and expenditures in accordance with authorization of the Company's management and directors; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the Company's consolidated financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Also, projection of any evaluation of effectiveness to future periods is subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.

Management assessed the effectiveness of the Company's internal control over financial reporting as of October 31, 2014. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control – Integrated Framework (2013).  Based on its assessment, management determined that the Company's internal control over financial reporting was effective as of October 31, 2014.  The Company's independent registered public accounting firm, PKF O'Connor Davies, a division of O'Connor Davies, LLP, has audited the effectiveness of the Company's internal control over financial reporting, as indicated in their attestation report which is included in (b) below.

35

(b)  Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders of Urstadt Biddle Properties Inc.

We have audited Urstadt Biddle Properties Inc.'s internal control over financial reporting as of October 31, 2014, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") (2013 Framework). Urstadt Biddle Properties Inc.'s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the consolidated financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, Urstadt Biddle Properties Inc. maintained, in all material respects, effective internal control over financial reporting as of October 31, 2014 based on criteria established in Internal Control – Integrated Framework issued by COSO (2013 Framework).

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Urstadt Biddle Properties Inc. as of October 31, 2014 and 2013, and the related consolidated statements of income, comprehensive income, stockholders' equity, and cash flows for each of the three years in the period ended October 31, 2014 and our report dated January 12, 2015 expressed an unqualified opinion thereon.

New York, New York January 12, 2015 /s/ PKF O'Connor Davies     a division of O'Connor Davies, LLP

36

Item 9B.Other Information.

Not applicable.

PART III

Item 10:  Directors, Executive Officers and Corporate Governance.

The Company will file its definitive Proxy Statement for its Annual Meeting of Stockholders to be held on March 25, 2015 within the period required under the applicable rules of the SEC.  The additional information required by this Item is included under the captions "ELECTION OF DIRECTORS", "CORPORATE GOVERNANCE AND BOARD MATTERS", "SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE" and other information included in the Proxy Statement and is incorporated herein by reference.

Executive Officers of the Registrant.

The following sets forth certain information regarding the executive officers of the Company:

Name	Age		Offices Held
Charles J. Urstadt		86	Chairman (since 1986); Chief Executive Officer (September 1989 to June 2013); Mr. Urstadt has been a Director since 1975.
Willing L. Biddle		53	Chief Executive Officer (since July 2013); President and Chief Operating Officer (December 1996 to June 2013); Executive Vice President (March 1996 to December 1996); Senior Vice President – Management  (1995 to 1996); Vice President – Retail (1993 to 1995); Mr. Biddle has been a director since 1997.
Thomas D. Myers		63	Executive Vice President (since March 2009), Secretary (since 2000) and Chief Legal Officer (since August 2008); Senior Vice President (2003-2009); Co-Counsel (2007-2008); Vice President (1995-2003); Associate Counsel (1995-2007).
John T. Hayes		48	Senior Vice President, Treasurer and Chief Financial Officer (since July 2008); Vice President and Controller (March 2007 to June 2008).
Stephan A. Rapaglia		44	Chief Operating Officer  (since January 1, 2014); Senior Vice President (since December 2012); Assistant Secretary (since December 2009), Real Estate Counsel (since August 2008);  Vice President and Real Estate Counsel (August 2008 to December 2009).

The Directors elect officers of the Company annually.

The Company has adopted a code of ethics that applies to the chief executive officer and senior financial officers. In the event of any amendment to, or waiver from, the code of ethics, the Company will promptly disclose the amendment or waiver as required by law or regulation of the SEC on Form 8-K.

Item 11.   Executive Compensation.

The Company will file its definitive Proxy Statement for its Annual Meeting of Stockholders to be held on March 25, 2015 within the period required under the applicable rules of the SEC.  The information required by this Item is included under the captions "COMPENSATION DISCUSSION AND ANALYSIS" and "COMPENSATION COMMITTEE REPORT", and as part of the executive compensation and Director related compensation tables and other information included in the Proxy Statement and is incorporated herein by reference.

Item 12.  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The Company will file its definitive Proxy Statement for its Annual Meeting of Stockholders to be held on March 25, 2015 within the period required under the applicable rules of the SEC.  The information required by this Item is included under the captions "ELECTION OF DIRECTORS", "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT" and other information included in the Proxy Statement and is incorporated herein by reference.

37

Item 13.  Certain Relationships and Related Transactions and Director Independence.

The Company will file its definitive Proxy Statement for its Annual Meeting of Stockholders to be held on March 25, 2015 within the period required under the applicable rules of the SEC.  The information required by this Item is included under the captions "ELECTION OF DIRECTORS", "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT", "CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS" and other information included in the Proxy Statement and is incorporated herein by reference.

Item 14.Principal Accountant Fees and Services.

The Company will file its definitive Proxy Statement for its Annual Meeting of Stockholders to be held on March 25, 2015 within the period required under the applicable rules of the SEC.  The information required by this Item is included under the caption "FEES BILLED BY INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM" of such Proxy Statement and is incorporated herein by reference.

38

PART IV

Item 15.Exhibits and Financial Statement Schedules
A.	Index to Financial Statements and Financial Statement Schedules
	1. Financial Statements
	The consolidated financial statements listed in the accompanying index to financial statements on Page 40 are filed as part of this Annual Report.
	2.  Financial Statement Schedules --
	The financial statement schedules required by this Item are filed with this report and are listed in the accompanying index to financial statements on Page 40.  All other financial statement schedules are not applicable.
B.	Exhibits.
Listed below are all Exhibits filed as part of this report. Certain Exhibits are incorporated by reference to documents previously filed by the Company with the SEC pursuant to Rule 12b-32 under the Securities Exchange Act of 1934, as amended.

Exhibit
(3).	Articles of Incorporation and Bylaws
	3.1	(a) Amended Articles of Incorporation of the Company dated December 30, 1996 (incorporated by reference to Exhibit 3.1 of the Company's Quarterly Report on Form 10-Q for the period ended April 30, 2013 (SEC File No. 001-12803)).
		(b) Articles Supplementary of the Company dated March 12, 1997, classifying the Company's Series A Participating Preferred Shares (incorporated by reference to Exhibit 3.1 of the Company's Quarterly Report on Form 10-Q for the period ended April 30, 2013 (SEC File No. 001-12803)).
		(c) Articles of Amendment with Name Change dated March 11, 1998 to the Company's Amended Articles of Incorporation (incorporated by reference to Exhibit 3.1 of the Company's Quarterly Report on Form 10-Q for the period ended April 30, 2013 (SEC File No. 001-12803)).
		(d) Articles Supplementary of the Company dated June 16, 1998, classifying the Company's Class A Common Stock (incorporated by reference to Exhibit 3.1 of the Company's Quarterly Report on Form 10-Q for the period ended April 30, 2013 (SEC File No. 001-12803)).
		(e) Articles Supplementary of the Company dated April 7, 2005, classifying the Company's Series D Senior Cumulative Preferred Stock (incorporated by reference to Exhibit 3.1 of the Company's Quarterly Report on Form 10-Q for the period ended April 30, 2013 (SEC File No. 001-12803)).
		(f) Certificate of Correction dated April 29, 2005 to the Articles Supplementary of the Company dated April 7, 2005 (incorporated by reference to Exhibit 3.1 of the Company's Quarterly Report on Form 10-Q for the period ended April 30, 2013 (SEC File No. 001-12803)).
		(g) Articles Supplementary of the Company dated April 29, 2005, classifying 850,000 additional shares of the Company's Series D Senior Cumulative Preferred Stock (incorporated by reference to Exhibit 3.1 of the Company's Quarterly Report on Form 10-Q for the period ended April 30, 2013 (SEC File No. 001-12803)).
		(h) Articles Supplementary of the Company dated June 3, 2005, classifying 450,000 additional shares of the Company's Series D Senior Cumulative Preferred Stock (incorporated by reference to Exhibit 3.1 of the Company's Quarterly Report on Form 10-Q for the period ended April 30, 2013 (SEC File No. 001-12803)).
		(i) Articles Supplementary of the Company dated October 22, 2012, classifying the Company's Series F Cumulative Redeemable Preferred Stock (incorporated by reference to Exhibit 3.1 of the Company's Quarterly Report on Form 10-Q for the period ended April 30, 2013 (SEC File No. 001-12803)).
		(j)Articles of Amendment dated March 21, 2013 to the Company's Amended Articles of Incorporation (incorporated by reference to Exhibit 3.1 of the Company's Quarterly Report on Form 10-Q for the period ended April 30, 2013 (SEC File No. 001-12803)).
		(k) Articles Supplementary of the Company dated October 23, 2014, classifying the Company's Series G Cumulative Redeemable Preferred Stock (incorporated by reference to Exhibit 3.1 of the Company's Current Report on Form 8-K dated October 27, 2014 (SEC File No. 001-12803)).
		(l) Articles Supplementary of the Company dated December 12, 2014, reclassifying several series of the Company's preferred stock (incorporated by reference to Exhibit 99.2 of the Company's Current Report on Form 8-K dated December 16, 2014 (SEC File No. 001-12803)).
	3.2	Bylaws of the Company, Amended and Restated as of December 11, 2014 (incorporated by reference to Exhibit 99.1 of the Company's Current Report on Form 8-K dated December 16, 2014 (SEC File No. 001-12803)).
(4)	Instruments Defining the Rights of Security Holders, Including Indentures.
	4.1	Common Stock:  See Exhibits 3.1 (a)-(l) hereto.
	4.2	Series A Preferred Share Purchase Rights:  See Exhibits 3.1 (a)-(l) and 10.7 hereto.
	4.3	Series F Preferred Shares:  See Exhibits 3.1 (a)-(l) hereto.
	4.4	Series G Preferred Shares:  See Exhibits 3.1 (a)-(l) hereto.
(10)	Material Contracts.
	10.1	Form of Indemnification Agreement entered into between the Company and each of its Directors and for future use with Directors and officers of the Company (incorporated herein by reference to Exhibit 10.1 of the Company's Annual Report on Form 10-K for the year ended October 31, 1989 (SEC File No. 001-12803)).  1
	10.2	Amended and Restated Dividend Reinvestment and Share Purchase Plan (incorporated herein by reference to the Company's Registration Statement on Form S-3 filed on March 31, 2010 (SEC File No. 333-64381)).
	10.3	Excess Benefit and Deferred Compensation Plan (incorporated by reference to Exhibit 10.10 of the Company's Annual Report on Form 10-K for the year ended October 31, 1998 (SEC File No. 001-12803)). 1
	10.4	Forms of Restricted Stock Award Agreement with Restricted Stock Plan Participants (Non-Employee Directors, Employee Directors and Employees), effective as of November 1, 2006 (incorporated by reference to Exhibits 10.24.1, 10.24.2 and 10.24.3 of the Company's Annual Report on Form 10-K for the year ended October 31, 2006).1
	10.5	Form of Amended and Restated Change of Control Agreements dated as of December 19, 2007 between the Company and Charles J. Urstadt, Willing L. Biddle and Thomas D. Myers (incorporated by reference to Exhibit 99.1 of the Company's Current Report on Form 8-K dated December 26, 2007 (SEC File No. 001-12803)).¹
	10.6	Forms of Restricted Stock Award Agreements with Restricted Stock Plan Participants (Employees, Non-Employee Directors, Employee Directors and Employee Directors – Alternate Version) effective as of November 7, 2007 (incorporated by reference to Exhibits 10.18, 10.19, 10.20 and 10.21 of the Company's Annual Report on Form 10-K for the year ended October 31, 2007 (SEC File No. 001-12803)).¹
	10.7	Rights Agreement between the Company and The Bank of New York, as Rights Agent, dated as of July 18, 2008 (incorporated by reference to Exhibit 4.1 of the Company's Current Report on Form 8-K dated July 24, 2008 (SEC File No. 001-12803)).
	10.8	Form of Restricted Stock Award Agreement with Restricted Stock Plan Participants (Non-Director Employees) effective as of December 10, 2008 (incorporated by reference to Exhibit 10.22 of the Company's Annual Report on Form 10-K for the year ended October 31, 2008 (SEC File No. 001-12803)). ¹
	10.9	Amended and Restated Excess Benefit and Deferred Compensation Plan dated December 10, 2008 (incorporated by reference to Exhibit 99.1 of the Company's Current Report on Form 8-K dated December 15, 2008 (SEC File No. 001-12803)). ¹
	10.10	Change of Control Agreement dated December 16, 2008 between the Company and John T. Hayes (incorporated by reference to Exhibit 99.1 of the Company's Current Report on Form 8-K dated December 17, 2008 (SEC File No. 001-12803)). ¹
	10.11	Change in Control Agreement dated March 27, 2014 between the Company and Stephan A. Rapaglia (incorporated by reference to Exhibit 99.2 of the Company's Current Report on Form 8-K dated March 31, 2014 (SEC File No. 001-12803)). ¹
	10.12	Amended and Restated Restricted Stock Award Plan as approved by the Company's stockholders on March 21, 2013 (incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q for the period ended April 30, 2013 (SEC File No. 001-12803)). 1
	10.13	Amended and Restated Restricted Stock Award Plan as approved by the Company's stockholders on March 26, 2014 (incorporated by reference to Exhibit 99.1 of the Company's Current Report on Form 8-K dated March 31, 2014 (SEC File No. 001-12803)). 1
	10.14	Form of Restricted Stock Award Agreement with Restricted Stock Plan Participants (Employee Directors (Form 9)) effective as of December 7, 2011 (incorporated by reference to Exhibit 10.16 of the Company's Annual Report on Form 10-K for the year ended October 31, 2011 (SEC File No. 001-12803)). ¹
	10.15	Credit Agreement, dated as of September 21, 2012, by and among the Company, The Bank of New York Mellon, as Administrative Agent, and Wells Fargo Bank, N.A., as Syndication Agent, and the Lenders named therein (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K dated September 27, 2012 (SEC File No. 001-12803)).
	10.16	Equity Underwriting Agreement, dated October 21, 2014, between the Company and BMO Capital Markets Corp., as representative of the several underwriters named on Schedule I thereto (incorporated by reference to Exhibit 1.1 of the Company's Current Report on Form 8-K dated October 27, 2014 (SEC File No. 001-12803)).
	10.17	Equity Underwriting Agreement, dated October 28, 2014, between the Company and Deutsche Bank Securities, Inc. as Underwriter (incorporated by reference to Exhibit 1.1 of the Company's Current Report on Form 8-K dated October 31, 2014 (SEC File No. 001-12803)).
	10.18	Agreement of Sale, dated September, 12, 2014, among the Company and Kinnelon Hye L.P., Midpark Hye Partners, Pompton Lakes Hye Partners and Wyckoff Hye Partners (filed herewith).
1 Management contract, compensatory plan or arrangement.
(14)		Code of Ethics for Chief Executive Officer and Senior Financial Officers (incorporated by reference to Exhibit 14 of the Company's Annual Report on Form 10-K for the year ended October 31, 2003 (SEC File No. 001-12803)).
(21)		List of the Company's subsidiaries.
(23)		Consent of PKF O'Connor Davies, a Division of O'Connor Davies, LLP.
(31.1)		Certification pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, signed and dated by Willing L. Biddle.
(31.2)		Certification pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, signed and dated by John T. Hayes.
(32)		Certification pursuant to 18 U.S.C. Section 1350, as adopted, pursuant to section 906 of the Sarbanes-Oxley Act of 2002, signed and dated by Willing L. Biddle and John T. Hayes.
101		The following materials from Urstadt Biddle Properties Inc. Annual Report on Form 10-K for the year ended October 31, 2014, formatted in XBRL (Extensible Business Reporting Language): (1) the Consolidated Balance Sheets, (2) the Consolidated Statements of Income, (3) the Consolidated Statements of Comprehensive Income (4) the Consolidated Statements of Cash Flows, (5) the Consolidated Statements of Stockholders' Equity and (6) Notes to Consolidated Financial Statements detail tagged.

39

	URSTADT BIDDLE PROPERTIES INC.
Item 15.	INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE	Page
	Consolidated Balance Sheets at October 31, 2014 and 2013	41
	Consolidated Statements of Income for each of the three years in the period ended October 31, 2014	42
	Consolidated Statements of Comprehensive Income for each of the three years in the period ended October 31, 2014	43
	Consolidated Statements of Cash Flows for each of the three years in the period ended October 31, 2014	44
	Consolidated Statements of Stockholders' Equity for each of the three years in the period ended October 31, 2014	45
	Notes to Consolidated Financial Statements	46
	Report of Independent Registered Public Accounting Firm	67
Schedule
III	Real Estate and Accumulated Depreciation - October 31, 2014	68
All other schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and therefore have been omitted.

40

URSTADT BIDDLE PROPERTIES INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

ASSETS	October 31, 2014			October 31, 2013
Real Estate Investments:
Core properties – at cost	$	830,304		$	731,564
Non-core properties – at cost		-			595
		830,304			732,159
Less: Accumulated depreciation		(161,187	)		(155,272	)
		669,117			576,887
Investments in and advances to unconsolidated joint ventures		39,213			31,432
		708,330			608,319
Cash and cash equivalents		73,029			2,945
Restricted cash		2,123			1,397
Tenant receivables		20,361			21,077
Prepaid expenses and other assets		9,749			10,898
Deferred charges, net of accumulated amortization		5,413			5,390
Total Assets	$	819,005		$	650,026
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Revolving credit line	$	15,550		$	9,250
Unsecured term loan		25,000			-
Mortgage notes payable and other loans		205,147			166,246
Preferred stock called for redemption		61,250			-
Accounts payable and accrued expenses		1,622			1,450
Deferred compensation – officers		187			176
Other liabilities		16,342			15,147
Total Liabilities		325,098			192,269
Redeemable Noncontrolling Interests		18,864			11,843
Commitments and Contingencies
Stockholders' Equity:
7.50% Series D Senior Cumulative Preferred Stock (liquidation preference of $25 per share); -0- and 2,450,000 shares issued and outstanding		-			61,250
7.125% Series F Cumulative Preferred Stock (liquidation preference of $25 per share); 5,175,000 shares issued and outstanding		129,375			129,375
6.750% Series G Cumulative Preferred Stock (liquidation preference of $25 per share); 2,800,000  and -0- shares issued and outstanding		70,000			-
Excess Stock, par value $0.01 per share; 20,000,000 shares authorized; none issued and outstanding		-			-
Common Stock, par value $0.01 per share; 30,000,000 shares authorized; 9,193,559 and 9,035,212 shares issued and outstanding		92			90
Class A Common Stock, par value $0.01 per share; 100,000,000 shares authorized; 23,611,715 and 23,530,704 shares issued and outstanding		236			235
Additional paid in capital		370,979			367,070
Cumulative distributions in excess of net income		(95,702	)		(112,168	)
Accumulated other comprehensive income		63			62
Total Stockholders' Equity		475,043			445,914
Total Liabilities and Stockholders' Equity	$	819,005		$	650,026

The accompanying notes to consolidated financial statements are an integral part of these statements.

41

URSTADT BIDDLE PROPERTIES INC.

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share data)

	Year Ended October 31,
	2014			2013			2012
Revenues
Base rents	$	75,099		$	70,052		$	67,543
Recoveries from tenants		24,947			22,594			20,603
Lease termination income		183			214			89
Other income		2,099			2,343			2,160
Total Revenues		102,328			95,203			90,395
Expenses
Property operating		18,926			17,471			14,200
Property taxes		16,997			15,524			15,114
Depreciation and amortization		19,249			17,769			16,637
General and administrative		8,016			8,211			7,545
Provision for tenant credit losses		917			958			665
Acquisition costs		666			857			296
Directors' fees and expenses		314			337			262
Total Operating Expenses		65,085			61,127			54,719
Operating Income		37,243			34,076			35,676
Non-Operating Income (Expense):
Interest expense		(10,235	)		(9,094	)		(9,148	)
Gain on sale of marketable securities		-			1,460			-
Gain on sale of properties		24,345			-			-
Equity in net income (loss) from unconsolidated joint ventures		1,604			1,318			(138	)
Interest, dividends and other investment income		134			1,345			892
Income From Continuing Operations Before Discontinued Operations		53,091			29,105			27,282
Discontinued Operations:
Income from discontinued operations		141			1,308			1,478
Gain on sale of properties		12,526			-			-
Income from discontinued operations		12,667			1,308			1,478
Net Income		65,758			30,413			28,760
Noncontrolling interests:
Net income attributable to noncontrolling interests		(607	)		(618	)		(500	)
Net income attributable to Urstadt Biddle Properties Inc.		65,151			29,795			28,260
Preferred stock dividends		(13,812	)		(14,949	)		(13,267	)
Redemption of preferred stock		(1,870	)		(4,233	)		(2,027	)
Net Income Applicable to Common and Class A Common Stockholders	$	49,469		$	10,613		$	12,966
Basic Earnings Per Share:
Per Common Share:
Income from continuing operations	$	1.09		$	0.28		$	0.38
Income from discontinued operations		0.37			0.04			0.05
Net Income Applicable to Common Stockholders	$	1.46		$	0.32		$	0.43
Per Class A Common Share:
Income from continuing operations	$	1.22		$	0.31		$	0.42
Income from discontinued operations		0.42			0.04			0.05
Net Income Applicable to Class A Common Stockholders	$	1.64		$	0.35		$	0.47
Diluted Earnings Per Share:
Per Common Share:
Income from continuing operations	$	1.06		$	0.27		$	0.36
Income from discontinued operations		0.36			0.04			0.05
Net Income Applicable to Common Stockholders	$	1.42		$	0.31		$	0.41
Per Class A Common Share:
Income from continuing operations	$	1.19			0.30		$	0.41
Income from discontinued operations		0.40			0.04			0.05
Net Income Applicable to Class A Common Stockholders	$	1.59		$	0.34		$	0.46

The accompanying notes to consolidated financial statements are an integral part of these statements.

42

URSTADT BIDDLE PROPERTIES INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands, except per share data)

(In th

	Year Ended October 31,
	2014			2013			2012
Net Income	$	65,758		$	30,413		$	28,760
Other comprehensive income:
Change in unrealized gain in marketable equity securities		29			1,403			64
Change in unrealized loss on interest rate swaps		(18	)		136			73
Unrealized (gains) in marketable securities reclassified into income		(10	)		(1,460	)		-
Total comprehensive income		65,759			30,492			28,897
Comprehensive income attributable to noncontrolling interests		(607	)		(618	)		(500	)
Total comprehensive income attributable to Urstadt Biddle Properties Inc.		65,152			29,874			28,397
Preferred stock dividends		(13,812	)		(14,949	)		(13,267	)
Redemption of preferred stock		(1,870	)		(4,233	)		(2,027	)
Total comprehensive income applicable to Common and Class A Stockholders	$	49,470		$	10,692		$	13,103

The accompanying notes to consolidated financial statements are an integral part of these statements.

43

URSTADT BIDDLE PROPERTIES INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

	Year Ended
	October 31, 2014			October 31, 2013			October 31, 2012
Cash Flows from Operating Activities:
Net income	$	65,758		$	30,413		$	28,760
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization		19,249			17,816			16,721
Straight-line rent adjustment		516			(291	)		(832	)
Provisions for tenant credit losses		917			958			665
Restricted stock compensation expense and other adjustments		4,097			4,069			3,812
Deferred compensation arrangement		11			(18	)		6
Gain on sale of marketable securities		-			(1,460	)		-
Gain on sale of properties		(36,872	)		-			-
Equity in net (income)/loss from unconsolidated joint ventures		(1,604	)		(1,318	)		138
Changes in operating assets and liabilities:
Tenant receivables		(1,443	)		(193	)		1,335
Accounts payable and accrued expenses		154			(7	)		812
Other assets and other liabilities, net		881			1,535			1,068
Restricted Cash		(749	)		(552	)		19
Net Cash Flow Provided by Operating Activities		50,915			50,952			52,504
Cash Flows from Investing Activities:
Acquisitions of real estate investments		(74,805	)		(40,381	)		(5,432	)
Investments in and advances to unconsolidated joint ventures		(6,902	)		(18,003	)		(1,044	)
Return of investments in and advances to unconsolidated joint ventures		-			13,170			-
Deposits on acquisition of real estate investments		(3,157	)		(3,287	)		(129	)
Returns of deposits on real estate investments		-			400			843
Improvements to properties and deferred charges		(19,303	)		(9,494	)		(6,523	)
Net proceeds from sale of properties		47,609			4,475			533
Distributions to noncontrolling interests		(607	)		(618	)		(500	)
Distribution from unconsolidated joint ventures		1,901			789			412
Payments received on mortgage notes and other receivables		640			1,858			1,062
Proceeds on sale of securities available for sale		-			30,782			-
Purchases of securities available for sale		-			(29,322	)		-
Net Cash Flow (Used in) Investing Activities		(54,624	)		(49,631	)		(10,778	)
Cash Flows from Financing Activities:
Dividends paid -- Common and Class A Common Stock		(32,116	)		(31,655	)		(29,331	)
Dividends paid -- Preferred Stock		(13,812	)		(14,949	)		(13,267	)
Principal repayments on mortgage notes payable		(20,297	)		(6,623	)		(15,049	)
Proceeds from revolving credit line borrowings		65,050			38,350			58,000
Proceeds from term loan borrowing		25,000			-			-
Proceeds from loan financing		40,675			-			28,000
Sales of additional shares of Common and Class A Common Stock		248			244			47,799
Repayments on revolving credit line borrowings		(58,750	)		(40,700	)		(88,250	)
Repurchase of shares of Common Stock		-			(18	)		-
Net proceeds from issuance of Preferred Stock		67,795			-			125,281
Return of escrow deposit		-			1,286			-
Redemption of preferred stock including restricted cash		-			(22,403	)		(81,346	)
Net Cash Flow Provided by (Used in) Financing Activities		73,793			(76,468	)		31,837
Net Increase/(Decrease) In Cash and Cash Equivalents		70,084			(75,147	)		73,563
Cash and Cash Equivalents at Beginning of Year		2,945			78,092			4,529
Cash and Cash Equivalents at End of Year	$	73,029		$	2,945		$	78,092

The accompanying notes to consolidated financial statements are an integral part of these statements.

44

URSTADT BIDDLE PROPERTIES INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(In thousands, except shares and per share data)

	7.5% Series D Preferred Stock Issued			7.5% Series D Preferred Stock Amount			7.125% Series F Preferred Stock Issued		7.125% Series F Preferred Stock Amount		6.75% Series G Preferred Stock Issued		6.75% Series G Preferred Stock Amount		CommonStockIssued			Common Stock Amount		Class A CommonStock Issued			Class A Common Stock Amount		Additional Paid In Capital			Cumulative Distributions In Excess of Net Income			Accumulated Other Comprehensive Income (Loss)			Total Stockholders Equity
Balances – October 31, 2011		2,450,000		$	61,250			-	$	-		-	$	-		8,671,888		$	$87		20,891,330		$	209	$	315,288		$	(74,462	)	$	(154	)	$	302,218
Net income applicable to Common and Class A common stockholders		-			-			-		-		-		-		-			-		-			-		-			12,966			-			12,966
Change in unrealized gains (losses) in marektable securities		-			-			-		-		-		-												-			-			64			64
Change in unrealized loss on interest rate swap		-			-			-		-		-		-		-			-		-			-		-			-			73			73
Cash dividends paid :
Common stock ($0.90 per share)		-			-			-		-		-		-		-			-		-			-		-			(7,966	)		-			(7,966	)
Class A common stock ($0.99 per share)		-			-			-		-		-		-		-			-		-			-		-			(21,365	)		-			(21,365	)
Sale of Class A Common Shares		-			-			-		-		-		-		-			-		2,500,000			25		47,504			-			-			47,529
Issuance of Series F Preferred Stock		-			-			5,175,000		129,375		-		-		-			-		-			-		(4,094	)		-						125,281
Issuance of shares under dividend reinvestment plan		-			-			-		-		-		-		6,627			-		7,950			-		270			-			-			270
Shares issued under restricted stock plan		-			-			-		-		-		-		175,950			2		61,600			1		(3	)		-			-			-
Restricted stock compensation and other adjustment		-			-			-		-		-		-		-					-			-		3,812			-			-			3,812
Adjustments to redeemable noncontrolling interests		-			-			-		-		-		-		-			-		-			-		-			126			-			126
Balances – October 31, 2012		2,450,000			61,250			5,175,000		129,375		-		-		8,854,465			89		23,460,880			235		362,777			(90,701	)		(17	)		463,008
Net income applicable to Common and Class A common stockholders		-			-			-		-		-		-		-			-		-			-		-			10,613			-			10,613
Change in unrealized gains (losses) in marketable securities		-			-			-		-		-		-		-			-		-			-		-			-			(57	)		(57	)
Change in unrealized (loss) on interest rate swap		-			-			-		-		-		-		-			-		-			-		-			-			136			136
Cash dividends paid :
Common stock ($0.90 per share)		-			-			-		-		-		-		-			-		-			-		-			(8,128	)		-			(8,128	)
Class A common stock ($1.00 per share)		-			-			-		-		-		-		-			-		-			-		-			(23,527	)		-			(23,527	)
Issuance of shares under dividend reinvestment plan		-			-			-		-		-		-		5,797			-		6,724			-		244			-			-			244
Shares issued under restricted stock plan		-			-			-		-		-		-		175,950			1		64,100			-		(1	)		-			-			-
Repurchase of common stock		-			-			-		-		-		-		(1,000	)		-		-			-		(18	)		-			-			(18	)
Forfeiture of   restricted stock		-			-			-		-		-		-		-			-		(1,000	)		-		-			-			-			-
Restricted stock compensation and other adjustment		-			-			-		-		-		-		-			-		-			-		4,068			-			-			4,068
Adjustments to redeemable noncontrolling interests		-			-			-		-		-		-		-			-		-			-		-			(425	)		-			(425	)
Balances – October 31, 2013		2,450,000			61,250			5,175,000		129,375		-		-		9,035,212			90		23,530,704			235		367,070			(112,168	)		62			445,914
Net income applicable to Common and Class A common stockholders		-			-			-		-		-		-		-			-		-			-		-			49,469			-			49,469
Change in unrealized gains (losses) in marketable securities		-			-			-		-		-		-		-			-		-			-		-			-			19			19
Change in unrealized (loss) on interest rate swap		-			-					-		-				-			-		-			-		-			-			(18	)		(18	)
Cash dividends paid :
Common stock $($0.90 per share)		-			-			-		-		-		-		-			-		-			-		-			(8,271	)		-			(8,271	)
Class A common stock ($1.01 per share)		-			-			-		-		-		-		-			-		-			-		-			(23,845	)		-			(23,845	)
Issuance of Series G Preferred Stock												2,800,000		70,000												(2,304	)		-			-			67,696
Reclassification of preferred stock		(2,450,000	)		(61,250	)						-														1,870			-			-			(59,380	)
Issuance of shares under dividend reinvestment plan		-			-			-		-		-		-		6,347			-		6,811			-		248			-			-			248
Shares issued under restricted stock plan		-			-			-		-		-		-		152,000			2		80,500			1		(3	)		-			-			-
Forfeiture of restricted stock		-			-			-		-		-		-		-			-		(6,300	)		-		-			-			-			-
Restricted stock compensation and other adjustment		-			-			-		-		-		-		-			-		-			-		4,098			-			-			4,098
Adjustments to redeemable noncontrolling interests		-			-			-		-		-		-		-			-		-			-		-			(887	)		-			(887	)
Balances – October 31, 2014		-		$	-			5,175,000	$	129,375		2,800,000	$	70,000		9,193,559		$	92		23,611,715		$	236	$	370,979		$	(95,702	)	$	63		$	475,043

The accompanying notes to consolidated financial statements are an integral part of these statements.

45

URSTADT BIDDLE PROPERTIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

October 31, 2014

(1) ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business

Urstadt Biddle Properties Inc. ("Company"), a real estate investment trust (REIT), is engaged in the acquisition, ownership and management of commercial real estate, primarily neighborhood and community shopping centers in the northeastern part of the United States with a concentration in the metropolitan New York tri-state area outside of the City of New York. The Company's major tenants include supermarket chains and other retailers who sell basic necessities. At October 31, 2014, the Company owned or had equity interests in 70 properties containing a total of 4.8 million square feet of gross leasable area ("GLA").

Principles of Consolidation and Use of Estimates

The accompanying consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries, and joint ventures in which the Company meets certain criteria of a sole general partner in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 810, "Consolidation" and ASC Topic 970-810 "Real Estate-General-Consolidation". The Company has determined that such joint ventures should be consolidated into the consolidated financial statements of the Company. In accordance with ASC Topic  970-323 "Real Estate-General-Equity Method and Joint Ventures", joint ventures that the Company does not control but otherwise exercises significant influence in, are accounted for under the equity method of accounting. See Note 6 for further discussion of the unconsolidated joint ventures. All significant intercompany transactions and balances have been eliminated in consolidation.

The accompanying financial statements are prepared on the accrual basis in accordance with accounting principles generally accepted in the United States of America ("GAAP"). The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the disclosure of contingent assets and liabilities, the reported amounts of assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the periods covered by the financial statements. The most significant assumptions and estimates relate to the valuation of real estate, depreciable lives, revenue recognition, fair value measurements and the collectability of tenant receivables and other assets. Actual results could differ from these estimates.

Federal Income Taxes

The Company has elected to be treated as a real estate investment trust under Sections 856-860 of the Internal Revenue Code (Code). Under those sections, a REIT that, among other things, distributes at least 90% of real estate trust taxable income and meets certain other qualifications prescribed by the Code will not be taxed on that portion of its taxable income that is distributed. The Company believes it qualifies as a REIT and intends to distribute all of its taxable income for fiscal 2014 in accordance with the provisions of the Code. Accordingly, no provision has been made for Federal income taxes in the accompanying consolidated financial statements.

The Company follows the provisions of ASC Topic 740, "Income Taxes," that, among other things, defines a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition.   Based on its evaluation, the Company determined that it has no uncertain tax positions and no unrecognized tax benefits as of October 31, 2014.  As of October 31, 2014, the fiscal tax years 2011 through and including 2013 remain open to examination by the Internal Revenue Service.  There are currently no federal tax examinations in progress.

Real Estate Investments

All costs related to the improvement or replacement of real estate properties is capitalized. Additions, renovations and improvements that enhance and/or extend the useful life of a property are also capitalized. Expenditures for ordinary maintenance, repairs and improvements that do not materially prolong the normal useful life of an asset are charged to operations as incurred.

Upon the acquisition of real estate properties, the fair value of the real estate purchased is allocated to the acquired tangible assets (consisting of land, buildings and building improvements), and identified intangible assets and liabilities (consisting of above-market and below-market leases and in-place leases), in accordance with ASC Topic 805, "Business Combinations." The Company utilizes methods similar to those used by independent appraisers in estimating the fair value of acquired assets and liabilities.  The fair value of the tangible assets of an acquired property considers the value of the property "as-if-vacant."  The fair value reflects the depreciated replacement cost of the asset.  In allocating purchase price to identified intangible assets and liabilities of an acquired property, the value of above-market and below-market leases are estimated based on the differences between (i) contractual rentals and the estimated market rents over the applicable lease term discounted back to the date of acquisition utilizing a discount rate adjusted for the credit risk associated with the respective tenants and (ii) the estimated cost of acquiring such leases giving effect to the Company's history of providing tenant improvements and paying leasing commissions, offset by a vacancy period during which such space would be leased.  The aggregate value of in-place leases is measured by the excess of (i) the purchase price paid for a property after adjusting existing in-place leases to market rental rates over (ii) the estimated fair value of the property "as-if-vacant," determined as set forth above.

Above and below-market leases acquired are recorded at their fair value.  The capitalized above-market lease values are amortized as a reduction of rental revenue over the remaining term of the respective leases and the capitalized below-market lease values are amortized as an increase to rental revenue over the remaining term of the respective leases.  The value of in-place leases is based on the Company's evaluation of the specific characteristics of each tenant's lease.  Factors considered include estimates of carrying costs during expected lease-up periods, current market conditions, and costs to execute similar leases.  The value of in-place leases are amortized over the remaining term of the respective leases.  If a tenant vacates its space prior to its contractual expiration date, any unamortized balance of their related intangible asset is recorded in the consolidated statement of income.

46

Depreciation and Amortization

The Company uses the straight-line method for depreciation and amortization. Real estate investment properties are depreciated over the estimated useful lives of the properties, which range from 30 to 40 years. Property improvements are depreciated over the estimated useful lives that range from 10 to 20 years. Furniture and fixtures are depreciated over the estimated useful lives that range from 3 to 10 years. Tenant improvements are amortized over the shorter of the life of the related leases or their useful life.

Property Held for Sale and Discontinued Operations

The Company has early adopted FASB Accounting Standards Update No. 2014-08 "Presentation of Financial Statements (ASC Topic 205) and Property, Plant, and Equipment (ASC Topic 360)" (together, "ASU 2014-08"), which change the requirements for reporting discontinued operations in accordance with ASC Topic 205-20.  As a result of this update, beginning in April 2014, the Company no longer classifies individual properties that have been sold or are classified as held for sale as discontinued operations in the consolidated statement of income if the removal, or anticipated removal, of the asset(s) from the reporting entity does not represent a strategic shift that has or will have a major effect on an entity's operations and financial results when disposed of.  ASU 2014-08 requires previously reported assets that qualified for discontinued operations reporting to continue to be reported in that manner.

In April 2014, the Company reached a decision to actively market for sale one of its properties located in Springfield, MA as that property no longer met the Company's investment objectives.  The property was sold in September 2014 for $31 million and the Company realized a gain on sale of property of $24.3 million.  In accordance with ASU 2014-08, the revenue, expenses and gain on sale of the property are not included in discontinued operations.  The net book value of the Springfield asset at October 31, 2013 was insignificant to the financial statement presentation and as a result the Company did not include the asset as held for sale in accordance with ASC 360-10-45.

The operating results of the Springfield property which are included in the continuing operations were as follows (amounts in thousands):

	For Year Ended
	October 31,
	2014			2013			2012
Revenues	$	3,805		$	4,239		$	4,185
Property operating expense		(1,780	)		(1,764	)		(1,524	)
Depreciation and amortization		(341	)		(653	)		(645	)
Net Income	$	1,684		$	1,822		$	2,016

In December 2013, prior to the adoption of ASU 2014-08, the Company sold its two distribution service facilities in its non-core portfolio and one core property for $18.1 million, resulting in a gain on sale of properties of $12.5 million.  In accordance with ASC 360 and 205 the operating results of the distribution service facilities are shown as discontinued operations on the consolidated statements of income for fiscal years ended October 31, 2014, 2013 and 2012.  The operating results of the other property were insignificant to financial statement presentation and are not shown as discontinued operations.  The net book value of the two distribution service facilities and the one core property at October 31, 2013 are insignificant to the financial statement presentation and as a result the Company will not include the assets as held for sale in accordance with ASC 360-10-45.

The combined operating results for the distribution service facilities have been reclassified as discontinued operations in the accompanying consolidated statements of income.  The following table summarizes revenues and expenses for the Company's discontinued operations (amounts in thousands):

	For The Year Ended
	October 31,
	2014		2013			2012
Revenues	$	141	$	1,356		$	1,565
Property operating expense		-		-			(3	)
Depreciation and amortization		-		(48	)		(84	)
Income from discontinued operations	$	141	$	1,308		$	1,478

Cash flows from discontinued operations for the fiscal years ended October 31, 2014, 2013 and 2012 are combined with the cash flows from operations within each of the three categories presented.  Cash flows from discontinued operations are as follows (amounts in thousands):

	For The Year Ended
	October 31,
	2014			2013		2012
Cash flows from operating activities	$	(13,131	)	$	1,356	$	1,562
Cash flows from investing activities	$	14,314		$	-	$	-
Cash flows from financing activities	$	-		$	-	$	-

Deferred Charges

Deferred charges consist principally of leasing commissions (which are amortized ratably over the life of the tenant leases) and financing fees (which are amortized over the terms of the respective agreements). Deferred charges in the accompanying consolidated balance sheets are shown at cost, net of accumulated amortization of $2,703,000 and $3,043,000 as of October 31, 2014 and 2013, respectively.

Asset Impairment

On a periodic basis, management assesses whether there are any indicators that the value of its real estate investments may be impaired.  A property value is considered impaired when management's estimate of current and projected operating cash flows (undiscounted and without interest) of the property over its remaining useful life is less than the net carrying value of the property.  Such cash flow projections consider factors such as expected future operating income, trends and prospects, as well as the effects of demand, competition and other factors.  To the extent impairment has occurred, the loss is measured as the excess of the net carrying amount of the property over the fair value of the asset.  Changes in estimated future cash flows due to changes in the Company's plans or market and economic conditions could result in recognition of impairment losses which could be substantial.  Management does not believe that the value of any of its real estate investments is impaired at October 31, 2014.

Revenue Recognition

Revenues from operating leases include revenues from core properties and non-core properties. Rental income is generally recognized based on the terms of leases entered into with tenants. In those instances in which the Company funds tenant improvements and the improvements are deemed to be owned by the Company, revenue recognition will commence when the improvements are substantially completed and possession or control of the space is turned over to the tenant. When the Company determines that the tenant allowances are lease incentives, the Company commences revenue recognition when possession or control of the space is turned over to the tenant for tenant work to begin. Minimum rental income from leases with scheduled rent increases is recognized on a straight-line basis over the lease term. At October 31, 2014 and 2013, approximately $13,368,000 and $13,719,000, respectively, has been recognized as straight-line rents receivable (representing the current net cumulative rents recognized prior to when billed and collectible as provided by the terms of the leases), all of which is included in tenant receivables in the accompanying consolidated financial statements. Percentage rent is recognized when a specific tenant's sales breakpoint is achieved. Property operating expense recoveries from tenants of common area maintenance, real estate taxes and other recoverable costs are recognized in the period the related expenses are incurred. Lease incentives are amortized as a reduction of rental revenue over the respective tenant lease terms. Lease termination amounts are recognized in operating revenues when there is a signed termination agreement, all of the conditions of the agreement have been met, the tenant is no longer occupying the property and the termination consideration is probable of collection. Lease termination amounts are paid by tenants who want to terminate their lease obligations before the end of the contractual term of the lease by agreement with the Company. There is no way of predicting or forecasting the timing or amounts of future lease termination fees. Interest income is recognized as it is earned. Gains or losses on disposition of properties are recorded when the criteria for recognizing such gains or losses under GAAP have been met.

The Company provides an allowance for doubtful accounts against the portion of tenant receivables (including an allowance for future tenant credit losses of approximately 10% of the deferred straight-line rents receivable) which is estimated to be uncollectible. Such allowances are reviewed periodically. At October 31, 2014 and 2013, tenant receivables in the accompanying consolidated balance sheets are shown net of allowances for doubtful accounts of $3,106,000 and $3,604,000, respectively.

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Cash Equivalents

Cash and cash equivalents consist of cash in banks and short-term investments with original maturities of less than three months.

Restricted Cash

Restricted cash consists of those tenant security deposits and replacement and other reserves required by agreement with certain of the Company's mortgage lenders for property level capital requirements that are required to be held in separate bank accounts.

Derivative Financial Instruments

The Company occasionally utilizes derivative financial instruments, such as interest rate swaps, to manage its exposure to fluctuations in interest rates. The Company has established policies and procedures for risk assessment and the approval, reporting and monitoring of derivative financial instruments. Derivative financial instruments must be effective in reducing the Company's interest rate risk exposure in order to qualify for hedge accounting. When the terms of an underlying transaction are modified, or when the underlying hedged item ceases to exist, all changes in the fair value of the instrument are marked-to-market with changes in value included in net income for each period until the derivative instrument matures or is settled. Any derivative instrument used for risk management that does not meet the hedging criteria is marked-to-market with the changes in value included in net income. The Company has not entered into, and does not plan to enter into, derivative financial instruments for trading or speculative purposes. Additionally, the Company has a policy of entering into derivative contracts only with major financial institutions.

As of October 31, 2014, the Company believes it has no significant risk associated with non-performance of the financial institutions that are the counterparty to its derivative contracts. At October 31, 2014, the Company had approximately $19.7 million in secured mortgage financings subject to interest rate swaps. Such interest rate swaps converted the LIBOR-based variable rates on the mortgage financings to a fixed annual rate of 3.99% per annum.  As of October 31, 2014, the Company had a deferred asset of  $63,000 (included in prepaid expenses and other assets on the consolidated balance sheets) relating to the fair value of the Company's interest rate swaps applicable to secured mortgages.  Charges and/or credits relating to the changes in fair values of such interest rate swaps are made to other comprehensive income as the swap is deemed effective and is classified as a cash flow hedge.  There were no significant amounts recorded in the Company's financial statements for the above swaps in either fiscal 2014 or fiscal 2013.

Comprehensive Income

Comprehensive income is comprised of net income applicable to Common and Class A Common stockholders and other comprehensive income (loss). Other comprehensive income (loss) includes items that are otherwise recorded directly in stockholders' equity, such as unrealized gains or losses on marketable securities and unrealized gains and losses on interest rate swaps designated as cash flow hedges. At October 31, 2014, accumulated other comprehensive income (loss) consisted of net unrealized gains on interest rate swap agreements of approximately $63,000. At October 31, 2013, accumulated other comprehensive income (loss) consisted of net unrealized losses on marketable securities of approximately $19,000 and net unrealized gains on an interest rate swap agreement of approximately $81,000. Unrealized gains and losses included in other comprehensive income (loss) will be reclassified into earnings as gains and losses are realized.

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Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, and tenant receivables. The Company places its cash and cash equivalents in excess of insured amounts with high quality financial institutions. The Company performs ongoing credit evaluations of its tenants and may require certain tenants to provide security deposits or letters of credit. Though these security deposits and letters of credit are insufficient to meet the terminal value of a tenant's lease obligation, they are a measure of good faith and a source of funds to offset the economic costs associated with lost rent and the costs associated with re-tenanting the space. There is no dependence upon any single tenant.

Earnings Per Share

The Company calculates basic and diluted earnings per share in accordance with the provisions of ASC Topic 260, "Earnings Per Share." Basic earnings per share ("EPS") excludes the impact of dilutive shares and is computed by dividing net income applicable to Common and Class A Common stockholders by the weighted average number of Common shares and Class A Common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue Common shares or Class A Common shares were exercised or converted into Common shares or Class A Common shares and then shared in the earnings of the Company. Since the cash dividends declared on the Company's Class A Common stock are higher than the dividends declared on the Common Stock, basic and diluted EPS have been calculated using the "two-class" method. The two-class method is an earnings allocation formula that determines earnings per share for each class of common stock according to the weighted average of the dividends declared, outstanding shares per class and participation rights in undistributed earnings.

The following table sets forth the reconciliation between basic and diluted EPS (in thousands):

	Year Ended October 31,
	2014		2013		2012
Numerator
Net income applicable to common stockholders – basic	$	11,401	$	2,409	$	3,166
Effect of dilutive securities:
Stock awards		723		182		236
Net income applicable to common stockholders – diluted	$	12,124	$	2,591	$	3,402
Denominator
Denominator for basic EPS-weighted average common shares		7,801		7,543		7,370
Effect of dilutive securities:
Restricted stock and other awards		735		840		834
Denominator for diluted EPS – weighted average common equivalent shares		8,536		8,383		8,204
Numerator
Net income applicable to Class A common stockholders – basic	$	38,068	$	8,204	$	9,800
Effect of dilutive securities:
Stock awards		(723)		(182)		(236)
Net income applicable to Class A common stockholders – diluted	$	37,345	$	8,022	$	9,564
Denominator
Denominator for basic EPS – weighted average Class A common shares		23,208		23,122		20,740
Effect of dilutive securities:
Restricted stock and other awards		219		235		224
Denominator for diluted EPS – weighted average Class A common
equivalent shares		23,427		23,357		20,964

Stock-Based Compensation

The Company accounts for its stock-based compensation plans under the provisions of ASC Topic 718, "Stock Compensation," which requires that compensation expense be recognized based on the fair value of the stock awards less estimated forfeitures. The fair value of stock awards is equal to the fair value of the Company's stock on the grant date.

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Segment Reporting

The Company operates in one industry segment, ownership of commercial real estate properties, which are located principally in the northeastern United States. The Company does not distinguish its property operations for purposes of measuring performance. Accordingly, the Company believes it has a single reportable segment for disclosure purposes.

Reclassification

Certain fiscal 2012 and 2013 amounts have been reclassified to conform to current period presentation.

New Accounting Standards

In April 2014, FASB issued ASU 2014-08 which changes the requirements for reporting discontinued operations in ASC Subtopic 205-20.  This pronouncement has been early adopted by the Company in the second quarter of fiscal 2014 and as a result the Company has not included a property that sold in the fourth quarter of fiscal 2014 as discontinued operations.

In May 2014, the FASB issued ASU 2014-09, "Revenue from Contracts with Customers (Topic 606)" ("ASU 2014-09"). The objective of ASU 2014-09 is to establish a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and will supersede most of the existing revenue recognition guidance, including industry-specific guidance. The core principle is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In applying ASU 2014-09, companies will perform a five-step analysis of transactions to determine when and how revenue is recognized. ASU 2014-09 applies to all contracts with customers except those that are within the scope of other topics in the FASB's ASC. ASU 2014-09 is effective for annual reporting periods (including interim periods within that reporting period) beginning after December 15, 2016 and shall be applied using either a full retrospective or modified retrospective approach. Early application is not permitted. The Company is currently assessing the potential impact that the adoption of ASU 2014-09 will have on its consolidated financial statements.

The Company has evaluated all other new Accounting Standards Updates issued by FASB and has concluded that these updates do not have a material effect on the Company's consolidated financial statements as of October 31, 2014.

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(2) REAL ESTATE INVESTMENTS

The Company's investments in real estate, net of depreciation, were composed of the following at October 31, 2014 and 2013 (in thousands):

	Core Properties		Unconsolidated Joint Venture		2014 Totals		2013 Totals
Retail	$	655,848	$	39,213	$	695,061	$	594,267
Office		13,269		-		13,269		13,521
Industrial		-		-		-		531
	$	669,117	$	39,213	$	708,330	$	608,319

The Company's investments at October 31, 2014 consisted of equity interests in 70 properties, which are located in various regions throughout the northeastern part of the United States with a concentration in the metropolitan New York tri-state area outside of the City of New York. The Company's primary investment focus is neighborhood and community shopping centers located in the region just described. These properties are considered core properties of the Company. The Company sold its two distribution service facilities in fiscal 2014 which were considered non-core properties.  Since a significant concentration of the Company's properties are in the northeast, market changes in this region could have an effect on the Company's leasing efforts and ultimately its overall results of operations. The following is a summary of the geographic locations of the Company's investments at October 31, 2014 and 2013 (in thousands):

	2014		2013
Northeast	$	708,330	$	607,788
Midwest		-		288
Southwest		-		243
	$	708,330	$	608,319

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(3) CORE PROPERTIES

The components of the core properties consolidated in the financial statements are as follows (in thousands):

	2014		2013
Land	$	153,346	$	134,466
Buildings and improvements		676,958		597,098
		830,304		731,564
Accumulated depreciation		(161,187)		(155,208)
	$	669,117	$	576,356

Space at the Company's core properties is generally leased to various individual tenants under short and intermediate-term leases which are accounted for as operating leases.

Minimum rental payments on non-cancelable operating leases in the consolidated core properties totaling $436,961 become due as follows (in thousands): 2015 - $71,102; 2016 - $64,496; 2017 - $57,764; 2018 - $46,636; 2019 - $39,362 and thereafter – $157,601.

Certain of the Company's leases provide for the payment of additional rent based on a percentage of the tenant's revenues. Such additional percentage rents are included in operating lease income and were less than 1.00% of consolidated revenues in each of the three years ended October 31, 2014.

Owned Properties and Properties Under Contract to Purchase

In September 2014, the Company entered into a contract to purchase, for $124.6 million, four retail properties totaling approximately 375,000 square feet located in the Company's target market of the metropolitan New York tri-state area outside of the City of New York ("Retail Properties").  Pursuant to the contract, the Company placed a deposit of $2.5million with the seller which is included in prepaid expenses and other assets on the consolidated balance sheet at October 31, 2014.  The Company completed the purchase in December 2014 and funded the acquisition with a combination of available cash remaining from the sale of Class A Common Stock and the sale of its Series G Preferred Stock  (see Notes 7 & 13), borrowings under its Unsecured Revolving Credit Facility (the "Facility") and a non-recourse mortgage secured by the subject property (see Note 4).

In August 2014, the Company, through a wholly-owned subsidiary, purchased for $47.4 million, two retail properties totaling 88,000 square feet located in Greenwich, CT (the "Greenwich Properties").  The Company funded the acquisition with a combination of available cash, borrowings under its Facility, other unsecured borrowings and a non-recourse mortgage secured by the subject property (see Note 4).  In conjunction with the purchase, the Company incurred acquisition costs totaling $127,000, which have been expensed in the year ended October 31, 2014 consolidated statement of income.

In January 2014, the Company, through a wholly-owned subsidiary, purchased for $9 million a 31,000 square foot retail shopping center located in Bethel, CT (the "Bethel Property").  The Company funded the equity needed to complete the purchase with proceeds from the sale of its two non-core properties in December 2013.  In conjunction with the purchase, the Company incurred acquisition costs totaling $88,000, which have been expensed in the year ended October 31, 2014 consolidated statement of income.

In December 2013, the Company, through a wholly-owned subsidiary, purchased for $18.4 million a 63,000 square foot retail shopping center located in Boonton, NJ (the "Boonton Property"). The acquisition required the assumption of an existing mortgage in the amount of $7.8 million. The assumption of the mortgage loan represents a non-cash financing activity and is therefore not included in the accompanying consolidated statement of cash flows for the fiscal year ended October 31, 2014.   The mortgage loan requires monthly payments of principal and interest at a fixed rate of 4.20% per annum.  The mortgage matures in September 2022.  The Company funded the equity needed to complete the purchase with borrowings under its Facility. In conjunction with the purchase, the Company incurred acquisition costs totaling $225,000, which have been expensed in the year ended October 31, 2014 consolidated statement of income.

In December 2013, the Company, through a wholly-owned subsidiary, purchased for $11 million a 56,000 square foot retail shopping center located in Bloomfield, NJ (the "Bloomfield Property").  The acquisition required the assumption of an existing mortgage in the amount of $7.7 million. The assumption of the mortgage loan represents a non-cash financing activity and is therefore not included in the accompanying consolidated statement of cash flows for the fiscal year ended October 31, 2014.   The mortgage loan requires monthly payments of principal and interest at a fixed rate of 5.5% per annum.  The mortgage matures in August 2016.  The Company funded the equity needed to complete the purchase with borrowings under its Facility. In conjunction with the purchase, the Company incurred acquisition costs totaling $123,000, which have been expensed in the year ended October 31, 2014 consolidated statement of income.

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In May 2013, the Company, through a wholly owned subsidiary, purchased 2 retail properties located in Greenwich, CT, with a combined GLA totaling 24,000 square feet ("Post Road Properties"), for $18 million.  In conjunction with the purchase, the Company assumed an existing first mortgage loan encumbering the properties at its estimated fair value of $8.3 million. The assumption of the mortgage loan represents a non-cash financing activity and is therefore not included in the accompanying consolidated statement of cash flows for the year ended October 31, 2013.  The mortgage loan requires monthly payments of principal and interest at a fixed rate of 4.00% per annum.  The mortgage matures in August 2016.  The Company funded the remaining equity needed to complete the purchase with proceeds from its Class A Common Stock and Series F Preferred Stock offerings completed in October 2012. In conjunction with the purchase, the Company incurred acquisition costs totaling $78,000, which have been expensed in the year ended October 31, 2013 consolidated statement of income.

In May 2013, the Company, through a wholly owned subsidiary, purchased a 107,000 square foot retail shopping center located in New Providence, New Jersey ("New Providence") for $34.9 million.  In connection with the purchase, the Company assumed a first mortgage loan encumbering the property at its estimated fair value of $21.3 million. The assumption of the mortgage loan represents a non-cash financing activity and is therefore not included in the accompanying consolidated statement of cash flows for the year ended October 31, 2013. The mortgage loan requires monthly payments of principal and interest at the fixed rate of 4.00% per annum. The mortgage matures in January 2022.  The Company funded its remaining equity needed to complete the purchase with proceeds from its Class A Common Stock and Series F Preferred Stock offerings completed in October 2012.  In conjunction with the purchase, the Company incurred acquisition costs totaling $227,000, which have been expensed in the year ended October 31, 2013 consolidated statement of income.

In January and March 2013, the Company purchased 6 free standing net leased properties ("Net Leased Properties") located in the Company's core marketplace with a combined GLA of 20,200 square feet.  The gross purchase price of the six properties was $7.8 million. The Company funded its equity with proceeds from its Class A Common Stock and Series F Preferred Stock offerings completed in October 2012. In conjunction with the purchase, the Company incurred acquisition costs totaling $73,000, which have been expensed in the year ended October 31, 2013 consolidated statement of income.

In December 2012, subsidiaries of the Company purchased 2 suburban office buildings ("NJ Office Buildings") located in the Company's core marketplace with a combined GLA of 23,500 square feet.  The gross purchase price of the two properties was $6.5 million. The Company funded its equity to complete the purchase with proceeds from its Class A Common Stock and Series F Preferred Stock offerings completed in October 2012.  In conjunction with the purchase, the Company incurred acquisition costs totaling $103,000, which have been expensed in the year ended October 31, 2013 consolidated statement of income.

On July 24, 2009 the state of Connecticut acquired certain areas of a property owned by two of the Company's wholly owned subsidiaries through a combination of condemnation and easement due to the re-construction of a bridge over the property and awarded the Company's subsidiaries a total of approximately $2.0 million.  In December 2012, the Company received an additional $2.7 million award from the state of Connecticut for the condemnation and easement.  Approximately $4.3 million of the total award represents amounts paid to the Company for easements provided to the state of Connecticut for certain areas of the property through the end of the construction period, loss of rental income and property restoration costs.  The Company will continue to amortize the original $1.8 million easement and loss of rental income proceeds as an addition to income on a straight line basis evenly over the 10 year life of the easement and lost rent period and the newly awarded $2.46 million easement and loss of rental income over the remaining 6.75 year life of the easement and loss of rent income.

The Company has accounted for the condemnation portion of the award in accordance with ASC Topic 605 – Revenue Recognition, Subtopic 40 – Gains and Losses which requires the Company to record a gain or loss on the excess or deficit of the proceeds received over the estimated net book value of the condemned non-monetary asset.  As a result of the transaction the Company has recorded an additional gain on condemnation of approximately $213,000 which is recorded in other income on the consolidated statement of income for the fiscal year ended October 31, 2013.

In December 2011, a subsidiary of the Company acquired the Eastchester Plaza Shopping Center ("Eastchester") in the Town of Eastchester, Westchester County, New York for a purchase price of $9 million.  In connection with the purchase, the Company assumed a first mortgage encumbering the property at its estimated fair value of $3.6 million.  The assumption of the mortgage loan represents a non-cash financing activity and is therefore not included in the accompanying consolidated statement of cash flows for the year ended October 31, 2012.  The mortgage matured in April 2012 and was repaid.  The remaining equity needed to complete the acquisition was funded with available cash and borrowings on the Company's Facility. In conjunction with the purchase, the Company incurred acquisition costs totaling $33,000, which have been expensed in the year ended October 31, 2012 consolidated statement of income.

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In fiscal 2014, the Company completed evaluating the fair value of the in-place leases for its Boonton Property, Bethel Property and Bloomfield Property, all of which were acquired in fiscal 2014.  As a result of its evaluation, the Company has allocated  $901,000 to a liability associated with the net fair value assigned to the acquired leases at the Bloomfield Property, a $71,000 liability associated with the net fair value assigned to the acquired leases at the Boonton Property, and a $92,000asset associated with the net fair value assigned to the acquired leases at the Bethel Property, all of which amounts represent a non-cash investing activity and are therefore not included in the accompanying consolidated statement of cash flows for fiscal year ended October 31, 2014.  The Company is in the process of evaluating the fair value of the in-place leases for its Greenwich Properties acquired in fiscal 2014; consequently no value has yet been assigned to the leases for these properties and the purchase price allocation is preliminary and may be subject to change.

In fiscal 2013, the Company completed evaluating the fair value of the in-place leases for UB Orangeburg, LLC ("Orangeburg"), acquired in fiscal 2012 and New Providence, acquired in fiscal 2013 and has concluded that no value needs to be assigned to those leases. In addition, the Company completed evaluating the fair value of the in-place leases for the properties it acquired in fiscal 2013 and as a result of its evaluation the Company has allocated $234,000 to an asset associated with the net fair value assigned to the acquired leases for the Post Road Properties, a $291,000 asset associated with the net fair value assigned to the acquired leases for the NJ Office Buildings and a $402,000 liability associated with the net fair value assigned to the acquired leases for the Net Leased Properties.  All of these amounts represent non-cash investing activities and are therefore not included in the accompanying consolidated statement of cash flows for the fiscal year ended October 31, 2013.

During fiscal 2012, the Company completed its evaluation of the acquired leases for Eastchester Plaza, which was acquired at the beginning of fiscal 2012, and its Fairfield Centre property and Fairfield Plaza properties, which were acquired in fiscal 2011.  As a result of its evaluation, the Company has allocated $392,000 to a liability associated with the net fair value assigned to the acquired leases at Eastchester and $765,000 to a liability associated with the net fair value assigned to the acquired leases at Fairfield Centre.  These amounts represent a non-cash investing activity and are therefore not included in the accompanying consolidated statement of cash flows for the year ended October 31, 2012.

For the years ended October 31, 2014, 2013 and 2012, the net amortization of above-market and below-market leases amounted to $410,000, $419,000 and $515,000, respectively, which amounts are included in base rents in the accompanying consolidated statements of income.

In fiscal 2014, the Company incurred costs of approximately $19.3 million related to capital improvements to its properties and leasing costs.

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(4) MORTGAGE NOTES PAYABLE, BANK LINES OF CREDIT AND OTHER LOANS

At October 31, 2014, mortgage notes payable and other loans are due in installments over various periods to fiscal 2024, the loans bear interest at rates ranging from 2.8% to 11.3% and are collateralized by real estate investments having a net carrying value of approximately $333 million.

Combined aggregate principal maturities of mortgage notes payable during the next five years and thereafter are as follows (in thousands):

		Principal Repayments		Scheduled Amortization		Total
2015	$	7,253	$	4,591	$	11,844
2016		14,684		4,597		19,281
2017		49,524		4,253		53,777
2018		-		3,178		3,178
2019		26,879		2,840		29,719
Thereafter		78,565		8,783		87,348
	$	176,905	$	28,242	$	205,147

In August 2014, the Company borrowed $25.0 million under a newly executed Unsecured Term Loan (the "Term Loan') with The Bank of New York Mellon as the lender. The Term Loan has a term of six months with a Company option for a six month extension.  The Term Loan will bear interest at Eurodollar rate plus 1.4% to 1.9% based on consolidated indebtedness.  The Term Loan has the same financial covenants as the Facility.  The Company used the borrowings to fund a portion of the purchase price of the Greenwich Properties.

The Company has an $80 million unsecured revolving credit facility with a syndicate of 4 banks led by The Bank of New York Mellon, as administrative agent.  The syndicate also includes Wells Fargo Bank N.A. (syndication agent), Bank of Montreal and Regions Bank (co-documentation agents).  The Facility gives the Company the option, under certain conditions, to increase the Facility's borrowing capacity up to $125 million.  The maturity date of the Facility is September 21, 2016 with a 1-year extension at the Company's option.  Borrowings under the Facility can be used for, among other things, acquisitions, working capital, capital expenditures, and repayment of other indebtedness and the issuance of letters of credit (up to $10 million).  Borrowings will bear interest at the Company's option of Eurodollar rate plus 1.50% to 2.00% or The Bank of New York Mellon's prime lending rate plus 0.50% based on consolidated indebtedness, as defined.  The Company will pay an annual fee on the unused commitment amount of up to 0.25% to 0.35% based on outstanding borrowings during the year.  The Facility contains certain representations and financial and other covenants typical for this type of facility.  The Company's ability to borrow under the Facility is subject to its compliance with the covenants and other restrictions on an ongoing basis. The principal financial covenants limit the Company's level of secured and unsecured indebtedness and additionally require the Company to maintain certain debt coverage ratios.  The Company was in compliance with such covenants at October 31, 2014.

During the fiscal years ended October 31, 2014 and 2013, respectively, the Company borrowed $65.1 million and $38.4 million on its Facility to fund a portion of the equity for property acquisitions and capital improvements to its properties.  During the fiscal years ended October 31, 2014 and 2013, respectively, the company re-paid $58.8 million and $40.7 million on its Facility with proceeds from a combination of non-recourse mortgage financings, Class A Common stock and preferred stock offerings and available cash.

In November 2014, the Company entered into a commitment with a lender to place a $62.7 million non-recourse first mortgage loan that will encumber the Retail Properties that the Company purchased in December 2014.  The mortgage loan requires monthly payments of principal and interest in the amount of $294,000 at a fixed interest rate of 3.85% per annum.  The mortgage matures in January 2027.  Proceeds from the mortgage were used to repay the Facility.  The Company closed the mortgage financing in December of 2014.  In conjunction with the commitment, the Company deposited $628,000 with the lender, which is included in prepaid expenses and other assets at October 31, 2014.

During fiscal 2014, the Company, through a wholly-owned subsidiary, assumed an existing non-recourse first mortgage loan encumbering the Boonton Property at its estimated fair value of $7.8 million.  The mortgage loan requires monthly payments of principal and interest at a fixed rate of 4.2% per annum.  The mortgage matures in September 2022.

During fiscal 2014, the Company, through a wholly-owned subsidiary, assumed an existing non-recourse first mortgage loan encumbering the Bloomfield Property at its estimated fair value of $7.7million.  The mortgage loan requires monthly payments of principal and interest at a fixed rate of 5.5% per annum.  The mortgage matures in August 2016.

During fiscal 2014, the Company, through a wholly-owned subsidiary, assumed an existing non-recourse first mortgage loan encumbering the McLean Plaza Property at its estimated fair value of $2.8 million.  The mortgage matured in December 2014 and was refinanced with a new lender.  The new $5 million mortgage matures in November 2024 and requires monthly payments of interest only at a fixed rate of interest of 3.7% per annum.

During fiscal 2014, the Company, through a wholly-owned subsidiary placed a non-recourse first mortgage loan encumbering the Greenwich Properties in the amount of $24.5 million.  The mortgage loan requires monthly payments of principal and interest at a fixed rate of 4.07% per annum.  The mortgage matures in November 2024.  Proceeds from the mortgage were used to repay the Facility.

During fiscal 2014, the Company refinanced a non-recourse mortgage loan encumbering one of its retail properties in the amount of $16.2 million.  The mortgage loan requires monthly payments of principal and interest at a fixed rate of 3.995% per annum.  The mortgage matures in August 2024.

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During fiscal 2013, the Company, through a wholly-owned subsidiary, assumed an existing first mortgage loan encumbering the Post Road Properties at its estimated fair value of $8.3 million.  The mortgage loan requires monthly payments of principal and interest at a fixed rate of 4.0% per annum.  The mortgage matures in August 2016.

During fiscal 2013, the Company, through a wholly-owned subsidiary, assumed a first mortgage loan encumbering the New Providence Property at its estimated fair value of $21.3 million.  The mortgage loan requires monthly payments of principal and interest at the fixed rate of 4.0% per annum. The mortgage matures in January 2022.

In June of fiscal 2013, the Company repaid, at maturity, its first mortgage payable secured by its Veteran's Plaza property in the amount of $3.2 million.

During fiscal 2012, the Company, through a wholly owned subsidiary, assumed a first mortgage payable secured by its Eastchester Plaza property with an estimated fair value of approximately of $3.6 million.  The mortgage matured in April 2012 and was repaid.

During fiscal 2012, the Company assumed a first mortgage payable in the amount of $7.4 million in conjunction with its investment in Orangeburg (see note 5 below).  The loan requires payments of principal and interest at a fair market value interest rate of 2.04% (6.19% contractual rate). Subsequent to the assumption, Orangeburg extended the loan with the current lender for an additional 5 years, leaving all terms unchanged, except the interest rate was adjusted to a fixed rate of 2.78%.  The loan now matures in October 2017.  The operating agreement for Orangeburg requires that the loan be refinanced and not repaid at maturity.

In February 2012, the Company borrowed $28.0 million by placing a non-recourse first mortgage on one of its unencumbered properties.  The loan is for a term of ten years and will require payments of principal and interest based on a 30-year amortization schedule at the fixed interest rate of 4.85%.

In October 2012, the Company repaid, at maturity, its first mortgage payable secured by its New Milford Property in the amount of $8.3 million.

In August 2012, a wholly owned subsidiary of the Company completed the installation of a solar power system (the "Ferry System") at the Company's Ferry Plaza Shopping Center in Newark, New Jersey at a total cost of approximately $1.7 million. The subsidiary financed a portion of the project with a loan in the amount of $1.1 million from The Public Service Electric and Gas Company of New Jersey ("PSE&G"), through PSE&G's "Solar Loan Program II".  The loan requires monthly payments of principal and interest at 11.30% per annum through its maturity date of August 31, 2027.  The subsidiary has the option of repaying all or part of the PSE&G loan, including interest, with Solar Renewable Energy Credits ("SREC's") that are expected to be generated by the Ferry System.  The remaining cost of the Ferry System was funded by a renewable energy grant from the federal government.

Interest paid in the years ended October 31, 2014, 2013, and 2012 was approximately $10.3 million, $8.5 million and $8.6 million, respectively.

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(5) CONSOLIDATED JOINT VENTURES AND REDEEMABLE NONCONTROLLING INTERESTS

The Company has an investment in three joint ventures, UB Ironbound, LP ("Ironbound"), Orangeburg and McLean Plaza each of which owns a commercial retail real estate property. The Company has evaluated its investment in these three joint ventures and has concluded that the ventures are not Variable Interest Entities ("VIE or VIE's"), however the joint venture investments meet certain criteria of a sole general partner (or limited liability member) in accordance with ASC Topic 970-810 "Real Estate-Consolidation". The Company has determined that such joint ventures are fully controlled by the Company and that the presumption of control is not offset by any rights of any of the limited partners or non-controlling members in the ventures and that the joint ventures should be consolidated into the consolidated financial statements of the Company. The Company's investments in the consolidated joint ventures are more fully described below:

Ironbound (Ferry Plaza)

The Company, through a wholly-owned subsidiary, is the general partner and owns 84% of one consolidated limited partnership, Ironbound, which owns a grocery anchored shopping center.

The Ironbound limited partnership has a defined termination date of December 31, 2097. The partners in Ironbound are entitled to receive an annual cash preference payable from available cash of the partnership. Any unpaid preferences accumulate and are paid from future cash, if any. The balance of available cash, if any, is distributed in accordance with the respective partner's interests. The limited partners in Ironbound currently have the right to require the Company to repurchase all or a portion of their remaining limited partner interests at prices as defined in the Ironbound partnership agreement. Upon liquidation of Ironbound, proceeds from the sale of partnership assets are to be distributed in accordance with the respective partnership interests. The limited partners are not obligated to make any additional capital contributions to the partnership. The Company retains an affiliate of one of the limited partners in Ironbound to provide management and leasing services to the property at an annual fee equal to 2.00% percent of rental income collected, as defined.

Orangeburg

The Company, through a wholly-owned subsidiary, is the managing member and owns an approximate 21.7% interest in Orangeburg, which owns a CVS Pharmacy anchored shopping center in Orangeburg, NY.  The other member (non-managing) of Orangeburg is the prior owner of the contributed property who, in exchange for contributing the net assets of the property, received units of Orangeburg equal to the value of the contributed property less the value of the assigned first mortgage payable.  The Orangeburg operating agreement provides for the non-managing member to receive an annual cash distribution equal to the regular quarterly cash distribution declared by the Company for one share of the Company's Class A Common stock for each unit of Orangeburg ownership.  The annual cash distribution will be paid from available cash, as defined, of Orangeburg.  Upon liquidation, proceeds from the sale of Orangeburg assets are to be distributed in accordance with the operating agreement.  Orangeburg has a defined termination date of December 31, 2097.  Since purchasing this property, the Company has made additional investments in the amount of $1.7 million in Orangeburg and as a result as of October 31, 2014 its ownership percentage has increased to 21.7% from approximately 2.00% at inception.

McLean Plaza

In October 2014, the Company, through a wholly-owned subsidiary, acquired a 51% interest in McLean Plaza Associates for a net investment of $6.2 million.  McLean Plaza's sole asset is a grocery anchored shopping center located in Yonkers, NY. Distributions of available cash flow are made in accordance with the joint venture owners, ownership percentage.  McLean Plaza is encumbered by a first mortgage payable in the amount of $2.8 million.

Noncontrolling interests:

The Company accounts for non-controlling interests in accordance with ASC Topic 810, "Consolidation". Because the limited partners or non-controlling members in Ironbound, Orangeburg and McLean Plaza have the right to require the Company to redeem all or a part of their limited partnership or limited liability company units at prices as defined in the governing agreements, the Company reports the noncontrolling interests in the consolidated joint ventures in the mezzanine section, outside of permanent equity, of the consolidated balance sheets at redemption value which approximates fair value. The value of the Orangeburg redemption is based solely on the price of the Company's Class A Common stock on the date of redemption. For the years ended October 31, 2014 and 2013, the Company adjusted the carrying value of the non-controlling interests by $887,000 and $422,000, respectively, with the corresponding adjustment recorded in stockholders' equity.

The following table sets forth the details of the Company's redeemable non-controlling interests at October 31, 2014 and 2013: (amounts in thousands)

	October 31, 2014		October 31, 2013
Beginning Balance	$	11,843	$	11,421
Initial McLean Plaza Noncontrolling Interest		6,134		-
Change in Redemption Value		887		422
Ending Balance	$	18,864	$	11,843

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(6) INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED JOINT VENTURES

At October 31, 2014 and 2013, investments in and advances to unconsolidated joint ventures consisted of the following (with the Company's ownership percentage in parentheses) (amounts in thousands):

	October 31, 2014		October 31, 2013
Chestnut Ridge and Plaza 59 Shopping Centers (50.0%)	$	18,380	$	18,277
Gateway Plaza (50% in 2014 and 0% in 2013)		7,069		-
Midway Shopping Center, L.P. (11.642%)		5,322		5,668
Putnam Plaza Shopping Center (66.67%)		6,525		6,764
Applebee's at Riverhead (50% in 2014 and 0% in 2013)		1,194		-
81 Pondfield Road Company (20%)		723		723
Total	$	39,213	$	31,432

Gateway Plaza and Applebee's at Riverhead

In February 2014, the Company, through two wholly owned subsidiaries, purchased a 50% undivided equity interest in the Gateway Plaza Shopping Center ("Gateway") for $6.1 million and Applebee's at Riverhead ("Applebee's") for $1.1 million.  Both investments were inclusive of the Company assuming its 50% interest in the mortgages encumbering both properties.  Both properties are located in Riverhead, New York (together the "Riverhead Properties").  Gateway, a 194,000 square foot shopping center anchored by a 168,000 square foot newly constructed Walmart which also has 27,000 square feet of newly constructed in-line space that is partially leased.  Applebee's has a 5,400 square foot free standing Applebee's restaurant with additional development rights for 7,200 square feet.  The Company accounts for its investment in the Riverhead Properties under the equity method of accounting since it exercises significant influence, but does not control the ventures.  The other venturer in both properties has substantial participation rights in the financial decisions and operation of the properties, which preclude the Company from consolidating the investments. The Company has evaluated its investment in the two properties and has concluded that the ventures are not VIE's. Under the equity method of accounting the initial investment is recorded at cost as an investment in unconsolidated joint venture, and subsequently adjusted for equity in net income (loss) and cash contributions and distributions from the venture. Any difference between the carrying amount of the investment on the Company's balance sheet and the underlying equity in net assets of the venture is evaluated for impairment at each reporting period.

Simultaneously with the acquisition of Gateway, a $14 million non-recourse first mortgage payable was placed on the property with $12.0 million of the proceeds distributed to the seller. The remaining $2 million of the principal is held in escrow by the lender until certain conditions are met regarding the leasing of the 27,000 square foot building.  The new mortgage has a term of ten years and requires payments of principal and interest at a fixed rate of interest of 4.2% per annum.

Chestnut Ridge and Plaza 59 Shopping Centers

The Company, through two wholly owned subsidiaries, owns a 50% undivided equity interest in the 76,000 square foot Chestnut Ridge Shopping Center located in Montvale, New Jersey ("Chestnut") and the 24,000 square foot Plaza 59 Shopping Center located in Spring Valley, New York ("Plaza 59") for a combined investment of approximately $18 million. The Company accounts for its investment in Chestnut and Plaza 59 under the equity method of accounting since it exercises significant influence, but does not control the ventures.  The other venturer in both properties has substantial participation rights in the financial decisions and operation of each property, which preclude the Company from consolidating the investment. The Company has evaluated its investment in the two properties and has concluded that the ventures are not VIEs. Under the equity method of accounting the initial investment is recorded at cost as an investment in unconsolidated joint venture, and subsequently adjusted for equity in net income (loss) and cash contributions and distributions from the venture. Any difference between the carrying amount of the investment on the Company's balance sheet and the underlying equity in net assets of each venture is evaluated for impairment at each reporting period.

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Midway Shopping Center, L.P.

The Company, through a wholly owned subsidiary, owns an 11.642% equity interest in Midway Shopping Center L.P. ("Midway"), which owns a 247,000 square foot shopping center in Westchester County, New York. In addition, the Company loaned Midway, in the form of an unsecured note, approximately $13.2 million.  The loan to Midway by the Company required monthly payments to the Company of interest only at 5.75% per annum.  The loan matured on January 1, 2013 and was repaid. The Company has evaluated its investment in Midway and has concluded that the venture is not a VIE and should not be consolidated into the financial statements of the Company. Although the Company only has an approximate 12% equity interest in Midway, it controls 25% of the voting power of Midway and as such has determined that it exercises significant influence over the financial and operating decisions of Midway but does not control the venture and accounts for its investment in Midway under the equity method of accounting. Under the equity method of accounting the initial investment is recorded at cost as an investment in unconsolidated joint venture, and subsequently adjusted for equity in net income (loss) and cash contributions and distributions from the venture. Any difference between the carrying amount of the investment on the Company's balance sheet and the underlying equity in net assets of the venture is evaluated for impairment at each reporting period.

The Company has allocated the $7.4 million excess of the carrying amount of its investment in and advances to Midway over the Company's share of Midway's net book value to real property and is amortizing the difference over the property's estimated useful life of 39 years.

Midway currently has a non-recourse first mortgage payable in the amount of $32 million. The loan requires payments of principal and interest at the rate of 4.80% per annum and will mature in 2027.

Putnam Plaza Shopping Center

The Company, through a wholly owned subsidiary, owns a 66.67% undivided equity interest in the 189,000 square foot Putnam Plaza Shopping Center ("Putnam Plaza"). The Company accounts for its investment in the Putnam Plaza joint venture under the equity method of accounting since it exercises significant influence, but does not control the venture.  The other venturer in Putnam Plaza has substantial participation rights in the financial decisions and operation of the property, which preclude the Company from consolidating the investment. The Company has evaluated its investment in Putnam Plaza and has concluded that the venture is not a VIE. Under the equity method of accounting the initial investment is recorded at cost as an investment in unconsolidated joint venture, and subsequently adjusted for equity in net income (loss) and cash contributions and distributions from the venture. Any difference between the carrying amount of the investment on the Company's balance sheet and the underlying equity in net assets of the venture is evaluated for impairment at each reporting period.

Putnam Plaza has a first mortgage payable in the amount of $21 million. The mortgage requires monthly payments of principal and interest at a fixed rate of 4.17% and will mature in 2019.

81 Pondfield Road Company

The Company's other investment in an unconsolidated joint venture is a 20% economic interest in a partnership which owns a retail and office building in Westchester County, New York.

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(7) STOCKHOLDERS' EQUITY

Authorized Stock

The Company's Charter authorizes up 200,000,000 shares of various classes of stock.  The total number of shares of authorized stock consists of 100,000,000 shares of Class A Common Stock, 30,000,000 shares of Common Stock,  50,000,000 shares of Preferred Stock, and 20,000,000 shares of Excess Stock.

Preferred Stock

On October 22, 2014, we issued notice of our intent to redeem all of the outstanding shares of our 7.5% Series D Senior Cumulative Preferred Stock with a liquidation preference $25 per share. As a result, as of October 31, 2014 the outstanding Series D preferred stock has been reclassified out of stockholder's equity and is reflected as a liability at redemption value and we recognized a loss of $1.87 million on our consolidated statement of income for the fiscal year ended October 31, 2014, which represents the difference between redemption value and carrying value net of original deferred issuance costs. We completed this redemption on November 20, 2014.

The Series F Preferred Stock is non-voting, has no stated maturity and is redeemable for cash at $25 per share at the Company's option on or after October 24, 2017.  The holders of our Series F Preferred Stock have general preference rights with respect to liquidation and quarterly distributions.  Except under certain conditions, holders of the Series F Preferred Stock will not be entitled to vote on most matters.  In the event of a cumulative arrearage equal to six quarterly dividends, holders of Series F Preferred Stock, together with all of the Company's other series of preferred stock (voting as a single class without regard to series) will have the right to elect two additional members to serve on the Company's Board of Directors until the arrearage has been cured.  Upon the occurrence of a Change of Control, as defined in the Company's Articles of Incorporation, the holders of the Series F Preferred Stock will have the right to convert all or part of the shares of Series F Preferred Stock held by such holders on the applicable conversion date into a number of the Company's shares of Class A Common Stock.Underwriting commissions and costs incurred in connection with the sale of the Series F Preferred Stock are reflected as a reduction of additional paid in capital.

During fiscal 2014, the Company completed the public offering of 2,800,000 shares of 6.75% Series G Senior Cumulative Preferred Stock (the "Series G Preferred Stock") at a price of $25 per share for net proceeds of $67.8 million after underwriting discounts but before offering expenses. These shares are nonvoting, have no stated maturity and are redeemable for cash at $25 per share at the Company's option on or after October 28, 2019. Holders of these shares are entitled to cumulative dividends, payable quarterly in arrears. Dividends accrue from the date of issue at the annual rate of $1.6875 per share per annum. The holders of our Series G Preferred Stock have general preference rights with respect to liquidation and quarterly distributions. Except under certain conditions holders of the Series G Preferred Stock will not be entitled to vote on most matters. In the event of a cumulative arrearage equal to six quarterly dividends, holders of Series G Preferred Stock, together with all of the Company's other Series of preferred stock (voting as a single class without regard to series) will have the right to elect two additional members to serve on the Company's Board of Directors until the arrearage has been cured. Upon the occurrence of a Change of Control, as defined in the Company's Articles of Incorporation, the holder of the Series G Preferred Stock will have the right to convert all or part of the shares of Series G Preferred Stock held by such holder on the applicable conversion date into a number of the Company's shares of Class A common stock.Underwriting commissions and costs incurred in connection with the sale of the Series G Preferred Stock are reflected as a reduction of additional paid in capital.  In November 2014, the underwriter notified the Company that it was exercising its over-allotment option and that it would purchase an additional 200,000 shares of Series G preferred stock at $25 per share.  As a result, in November 2014, the Company received an additional $4.8 million in net proceeds.

In fiscal 2012, the Company repurchased its remaining Series C Senior Cumulative Preferred Stock outstanding and as a result included the $892,000 and $1.3 million excess of the repurchase price of the preferred shares paid over the carrying amount of the shares as a reduction of income available to Common and Class A Common shareholders in the accompanying consolidated statement of income for the years ended October 31, 2013 and 2012, respectively.

On November 21, 2012, the Company redeemed all of its outstanding Series E Senior Cumulative Preferred Stock.  As a result, the Company included the $3.3 million excess of the repurchase price of the preferred shares paid over the carrying amount of the Series E preferred stock as a reduction of income available to Common and Class A Common shareholders in the accompanying consolidated statement of income for the fiscal year ended October 31, 2013.

Common Stock

During fiscal 2012, the Company sold 2,500,000 shares of Class A Common Stock in an underwritten follow-on common stock offering for $19.16 per share and raised net proceeds of $47.5 million.

The Class A Common Stock entitles the holder to 1/20 of one vote per share. The Common Stock entitles the holder to one vote per share. Each share of Common Stock and Class A Common Stock have identical rights with respect to dividends except that each share of Class A Common Stock will receive not less than 110% of the regular quarterly dividends paid on each share of Common Stock.

The Company has a Dividend Reinvestment and Share Purchase Plan (as amended) (the "DRIP"), that permits stockholders to acquire additional shares of Common Stock and Class A Common Stock by automatically reinvesting dividends.  During fiscal 2014, the Company issued 6,347 shares of Common Stock and 6,811 shares of Class A Common Stock (5,797 shares of Common Stock and 6,724 shares of Class A Common Stock in fiscal 2013) through the DRIP.  As of October 31, 2014, there remained 357,953 shares of Common Stock and 416,273 shares of Class A Common Stock available for issuance under the DRIP.

The Company has a stockholder rights agreement that expires on November 11, 2018. The rights are not currently exercisable. When they are exercisable, the holder will be entitled to purchase from the Company one one-hundredth of a share of a newly-established Series A Participating Preferred Stock at a price of $65 per one one-hundredth of a preferred share, subject to certain adjustments. The distribution date for the rights will occur 10 days after a person or group either acquires or obtains the right to acquire 10% ("Acquiring Person") or more of the combined voting power of the Company's Common Shares, or announces an offer, the consummation of which would result in such person or group owning 30% or more of the then outstanding Common Shares. Thereafter, shareholders other than the Acquiring Person will be entitled to purchase original common shares of the Company having a value equal to 2 times the exercise price of the right.

If the Company is involved in a merger or other business combination at any time after the rights become exercisable, and the Company is not the surviving corporation or 50% or more of the Company assets are sold or transferred, the rights agreement provides that the holder other than the Acquiring Person will be entitled to purchase a number of shares of common stock of the acquiring company having a value equal to two times the exercise price of each right.

The Company's articles of incorporation provide that if any person acquires more than 7.5% of the aggregate value of all outstanding stock, except, among other reasons, as approved by the Board of Directors, such shares in excess of this limit automatically will be exchanged for an equal number of shares of Excess Stock. Excess Stock has limited rights, may not be voted and is not entitled to any dividends.

Stock Repurchase

Previously, the Board of Directors of the Company approved a share repurchase program ("Original Program") for the repurchase of up to 1,500,000 shares of Common Stock, Class A Common Stock and the Company's Series C and Series D Senior Cumulative Preferred Stock in open-market transactions.  Recognizing that the Company issued a new Series F Preferred Stock in October 2012 and that the remaining outstanding shares of the Series C Cumulative Preferred Stock were redeemed in May 2013, the Board of Directors terminated the Original Program in December 2013 and at the same time approved a new share repurchase program (the "Current Program") for the repurchase of up to 2,000,000 shares of Common stock and Class A Common stock and Series D Senior Cumulative Preferred stock and Series F Cumulative Preferred stock in open market transactions.  Prior to terminating the Original Program, the Company had repurchased 4,600 shares of Common Stock and 724,578 shares of Class A Common Stock under the Original Program.

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(8) STOCK COMPENSATION AND OTHER BENEFIT PLANS

Restricted Stock Plan

The Company has a Restricted Stock Plan that provides a form of equity compensation for employees of the Company.  The Plan, which is administered by the Company's compensation committee, authorizes grants of up to an aggregate of 3,750,000 shares of the Company's common equity consisting of 350,000 Common shares, 350,000 Class A Common shares and 3,050,000 shares, which at the discretion of the compensation committee, may be awarded in any combination of Class A Common shares or Common shares.

In accordance with ASC Topic 718, the Company recognizes compensation expense for restricted stock awards upon the earlier of the explicit vesting period or the date a participant first becomes eligible for retirement unless a waiver was received by an employee over the retirement age, waving his right to continued vesting after retirement.  For non-vested restricted stock awards granted prior to the adoption of ASC Topic 718 in 2005, the Company continues to recognize compensation expense over the explicit vesting periods and accelerates any remaining unrecognized compensation cost when a participant actually retires.

In fiscal 2014, the Company awarded 152,000 shares of Common Stock and 80,500 shares of Class A Common Stock to participants in the Plan. The grant date fair value of restricted stock grants awarded to participants in 2014 was approximately $3.8 million. As of October 31, 2014, there was $12.6 million of unamortized restricted stock compensation related to non-vested restricted stock grants awarded under the Plan. The remaining unamortized expense is expected to be recognized over a weighted average period of 4.64 years. For the years ended October 31, 2014, 2013 and 2012, amounts charged to compensation expense totaled $4,088,000, $4,073,000 and $3,824,000, respectively.

A summary of the status of the Company's non-vested restricted stock awards as of October 31, 2014, and changes during the year ended October 31, 2014 are presented below:

	Common Shares					Class A Common Shares
	Shares			Weighted-Average Grant Date Fair Value		Shares			Weighted-Average Grant Date Fair Value
Non-vested at October 31, 2013		1,479,700		$	15.88		404,150		$	17.39
Granted		152,000		$	15.60		80,500		$	18.32
Vested		(250,900	)	$	13.88		(78,400	)	$	15.18
Forfeited		-		$	-		(6,300	)	$	18.48
Non-vested at October 31, 2014		1,380,800		$	16.21		399,950		$	18.01

Profit Sharing and Savings Plan

The Company has a profit sharing and savings plan (the "401K Plan"), which permits eligible employees to defer a portion of their compensation in accordance with the Internal Revenue Code. Under the 401K Plan, the Company made contributions on behalf of eligible employees. The Company made contributions to the 401K Plan of approximately $150,000 in each of the three years ended October 31, 2014, 2013 and 2012. The Company also has an Excess Benefit and Deferred Compensation Plan that allows eligible employees to defer benefits in excess of amounts provided under the Company's 401K Plan and a portion of the employee's current compensation.

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(9) FAIR VALUE MEASUREMENTS

ASC Topic 820, "Fair Value Measurements and Disclosures," defines fair value as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants.

ASC Topic 820's valuation techniques are based on observable or unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company's market assumptions. These two types of inputs have created the following fair value hierarchy:

· Level 1- Quoted prices for identical instruments in active markets

· Level 2- Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which significant value drivers are observable

· Level 3- Valuations derived from valuation techniques in which significant value drivers are unobservable

The Company calculates the fair value of the redeemable noncontrolling interests based on either quoted market prices on national exchanges or unobservable inputs considering the assumptions that market participants would make in pricing the obligations. The inputs used include an estimate of the fair value of the cash flow generated by the limited partnership in which the investor owns the partnership units.

The fair values of interest rate swaps are determined using widely accepted valuation techniques, including discounted cash flow analysis, on the expected cash flows of each derivative. The analysis reflects the contractual terms of the swaps, including the period to maturity, and uses observable market-based inputs, including interest rate curves ("significant other observable inputs.") The fair value calculation also includes an amount for risk of non-performance using "significant unobservable inputs" such as estimates of current credit spreads to evaluate the likelihood of default. The Company has concluded, as of October 31, 2014 and 2013, that the fair value associated with the "significant unobservable inputs" relating to the Company's risk of non-performance was insignificant to the overall fair value of the interest rate swap agreements and, as a result, the Company has determined that the relevant inputs for purposes of calculating the fair value of the interest rate swap agreements, in their entirety, were based upon "significant other observable inputs".

The Company measures its redeemable noncontrolling interests and interest rate swap derivatives at fair value on a recurring basis. The fair value of these financial assets and liabilities was determined using the following inputs at October 31, 2014 and 2013 (amounts in thousands):

			Fair Value Measurements at Reporting Date Using
	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Fiscal Year Ended October 31, 2014
Assets:
Interest Rate Swap Agreement	$	63	$	-	$	63	$	-
Liabilities:
Redeemable noncontrolling interests	$	18,864	$	9,802	$	-	$	9,062
Fiscal Year Ended October 31, 2013
Assets:
Interest Rate Swap Agreement	$	81	$	-	$	81	$	-
Liabilities:
Redeemable noncontrolling interests	$	11,843	$	8,946	$	-	$	2,897

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Fair market value measurements based upon Level 3 inputs changed from $2,837 at November 1, 2012 to $2,897 at October 31, 2013 as a result of a $60 increase in the redemption value of the Company's noncontrolling interest in Ironbound in accordance with the application of ASC Topic 810.  Fair market value measurements based upon Level 3 inputs changed from $2,897 at November 1, 2013 to $9,062 at October 31, 2014 as a result of a $31 increase in the redemption value of the Company's noncontrolling interest in Ironbound in accordance with the application of ASC Topic 810 and an increase in the amount of $6,134 representing the non-controlling interest in the Company's McLean Plaza investment (See note 5).

Fair Value of Financial Instruments

The carrying values of cash and cash equivalents, restricted cash, tenant receivables, prepaid expenses, other assets, accounts payable and accrued expenses are reasonable estimates of their fair values because of the short-term nature of these instruments. The carrying value of the revolving credit facility and the unsecured term loan are deemed to be at fair value since the outstanding debt is directly tied to monthly LIBOR contracts. Mortgage notes payable that were assumed in property acquisitions were recorded at their fair value at the time they were assumed.

Mortgage notes payable and other loans are estimated to have a fair value of approximately $206 million and $155 million at October 31, 2014 and October 31, 2013, respectively. The estimated fair value of mortgage notes payable is based on discounting the future cash flows at a year-end risk adjusted borrowing rate currently available to the Company for issuance of debt with similar terms and remaining maturities. These fair value measurements fall within level 2 of the fair value hierarchy.  When the Company acquires a property it is required to fair value all of the assets and liabilities, including intangible assets and liabilities, relating to the property's in-place leases (See Note 1).  Those fair value measurements fall within level 3 of the fair value hierarchy.

Although management is not aware of any factors that would significantly affect the estimated fair value amounts from October 31, 2013, such amounts have not been comprehensively revalued for purposes of these financial statements since that date and current estimates of fair value may differ significantly from the amounts presented herein.

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(10) COMMITMENTS AND CONTINGENCIES

In the normal course of business, from time to time, the Company is involved in legal actions relating to the ownership and operations of its properties. In management's opinion, the liabilities, if any, that ultimately may result from such legal actions are not expected to have a material adverse effect on the consolidated financial position, results of operations or liquidity of the Company.

At October 31, 2014, the Company had commitments of approximately $3.9 million for tenant-related obligations.

(11) PRO FORMA FINANCIAL INFORMATION (UNAUDITED)

The unaudited pro forma financial information set forth below is based upon the Company's historical consolidated statements of income for the years ended October 31, 2014 and 2013 adjusted to give effect to the property acquisitions completed in fiscal 2013, fiscal 2014 and acquisitions completed from November 1, 2014 to the date of this report (see Note 3) as though these transactions were completed on November 1, 2012.

The pro forma financial information is presented for informational purposes only and may not be indicative of what the actual results of operations would have been had the transactions occurred as of the beginning of that year nor does it purport to represent the results of future operations (amounts in thousands).

	Year Ended October 31,
	2014		2013
Pro forma revenues	$	117,136	$	116,494
Pro forma income from continuing operations	$	56,972	$	34,971
Pro forma income from continuing operations applicable to Common and Class A Common stockholders:	$	40,446	$	14,934

The following table summarizes the revenues and income from continuing operations that is included in the Company's historical consolidated statement of income for the year ended October 31, 2014 for the properties acquired in fiscal 2014 as more fully described in note 3 (amounts in thousands).

Revenues	$	4,163
Income from continuing operations	$	811

(12) QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

The unaudited quarterly results of operations for the years ended October 31, 2014 and 2013 are as follows (in thousands, except per share data):

	Year Ended October 31, 2014												Year Ended October 31, 2013
	Quarter Ended												Quarter Ended
	Jan 31			Apr 30			July 31			Oct 31			Jan 31			Apr 30			July 31			Oct 31
Revenues	$	25,195		$	25,952		$	24,955		$	26,226		$	23,737		$	22,834		$	23,613		$	24,061
Income from continuing operations	$	6,621		$	6,482		$	7,494		$	32,494		$	6,814		$	7,173		$	7,840		$	7,278
Net Income Attributable to Urstadt Biddle Properties Inc.	$	6,465		$	6,334		$	7,343		$	32,342		$	7,014		$	7,421		$	7,915		$	7,445
Preferred Stock Dividends		(3,453	)		(3,453	)		(3,453	)		(3,453	)		(3,961	)		(3,929	)		(3,606	)		(3,453	)
Redemption of Preferred Stock		-			-			-			(1,870	)		(3,759	)		(406	)		(68	)		-
Net Income Applicable to Common and Class A Common Stockholders	$	3,012		$	2,881		$	3,890		$	27,019		$	(706	)	$	3,086		$	4,241		$	3,992
Per Share Data:
Net income from continuing operations - Basic:
Class A Common Stock	$	0.10		$	0.10		$	0.13		$	0.90		$	(0.04	)	$	0.09		$	0.13		$	0.12
Common Stock	$	0.09		$	0.09		$	0.11		$	0.80		$	(0.03	)	$	0.08		$	0.12		$	0.11
Net income from continuing operations - Diluted:
Class A Common Stock	$	0.10		$	0.09		$	0.12		$	0.87		$	(0.04	)	$	0.09		$	0.13		$	0.12
Common Stock	$	0.09		$	0.08		$	0.11		$	0.77		$	(0.03	)	$	0.08		$	0.11		$	0.11

Amounts may not equal previously reported results due to reclassification between income from continuing operations and income from discontinued operations.

Amounts may not equal full year results due to rounding.

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(13) SUBSEQUENT EVENTS

On December 11, 2014, the Board of Directors of the Company declared cash dividends of $0.225 for each share of Common Stock and $0.2550 for each share of Class A Common Stock.  The dividends are payable on January 16, 2015 to stockholders of record on January 5, 2015. The Board of Directors also ratified the actions of the Company's compensation committee authorizing awards of 152,000 shares of Common Stock and  92,750 shares of Class A Common Stock to certain officers, directors and employees of the Company effective January 2, 2015, pursuant to the Company's restricted stock plan.  The fair value of the shares awarded totaling $4.8 million will be charged to expense over the respective vesting periods.

In November 2014, the Company sold 2,500,000 shares of Class A Common Stock in an underwritten follow-on common stock offering for $20.82 per share and raised net proceeds of $52.1 million. In addition, in November 2014, the underwriters of the offering exercised their over-allotment option and purchased an additional 375,000 shares of Class A Common stock at the same price, which raised an additional $7.8 million.

66

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders of Urstadt Biddle Properties Inc.

We have audited the accompanying consolidated balance sheets of Urstadt Biddle Properties Inc. (the "Company") as of October 31, 2014 and 2013 and the related consolidated statements of income, comprehensive income, stockholders' equity, and cash flows for each of the three years in the period ended October 31, 2014.  Our audits also included the financial statement schedule listed in the Index at Item 15(a).  These financial statements and schedule are the responsibility of the Company's management.  Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Urstadt Biddle Properties Inc. at October 31, 2014 and 2013, and the consolidated results of its operations and its cash flows for each of the three years in the period ended October 31, 2014, in conformity with accounting principles generally accepted in the United States of America.  Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects, the information set forth therein.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company's internal control over financial reporting as of October 31, 2014 based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated January 12, 2015 expressed an unqualified opinion thereon.

New York, New York January 12, 2015 /s/ PKF O'Connor Davies     a division of O'Connor Davies, LLP

67

URSTADT BIDDLE PROPERTIES INC.

OCTOBER 31, 2014

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION

(In thousands)

COL. A	COL. B		COL. C				COL. D						COL. E						COL. F		COL. G/H		COL. I
			Initial Cost to Company				Cost Capitalized Subsequent to Acquisition						Amount at which Carried at Close of Period										Life on which depreciation for building and improvements in latest
Description and Location	Encumbrances		Land		Building & Improvements		Land			Building & Improvements			Land		Building & Improvements		TOTAL (a)		Accumulated Depreciation (Note (b))		Date Constructed/ Acquired		income statement is computed (Note (c))
Real Estate Subject to Operating Leases (Note (a)):
Office Buildings:
Greenwich, CT	$	-	$	708	$	1,641	$	-		$	266		$	708	$	1,907	$	2,615	$	602		2001		31.5
Greenwich, CT		-		488		1,139		-			330			488		1,469		1,957		484		2000		31.5
Greenwich, CT		-		570		2,359		-			692			570		3,051		3,621		1,234		1998		31.5
Greenwich, CT		-		199		795		-			712			199		1,507		1,706		500		1993		31.5
Greenwich, CT		-		111		444		-			5			111		449		560		334		1994		31.5
Bernardsville, NJ		-		720		2,880		(24	)		(47	)		696		2,833		3,529		141		2012		39.0
Chester, NJ		-		570		2,280		(34	)		(137	)		536		2,143		2,679		104		2012		39.0
		-		3,366		11,538		(58	)		1,821			3,308		13,359		16,667		3,399
Retail Properties:
Bronxville, NY		-		60		239		95			776			155		1,015		1,170		127		2009		39.0
Yonkers, NY		-		30		121		183			734			213		855		1,068		110		2009		39.0
Yonkers, NY		-		30		121		85			341			115		462		577		60		2009		39.0
New Milford, CT		-		2,114		8,456		71			319			2,185		8,775		10,960		1,389		2008		39.0
New Milford, CT		-		4,492		17,967		166			940			4,658		18,907		23,565		2,146		2010		39.0
Newark, NJ		11,456		5,252		21,023		-			1,466			5,252		22,489		27,741		3,682		2008		39.0
Waldwick, NJ		-		1,266		5,064		-			-			1,266		5,064		6,330		898		2007		39.0
Emerson NJ		648		3,633		14,531		-			1,421			3,633		15,952		19,585		3,139		2007		39.0
Monroe, CT		-		765		3,060		-			135			765		3,195		3,960		631		2007		39.0
Pelham, NY		-		1,694		6,843		-			46			1,694		6,889		8,583		1,487		2006		39.0
Stratford, CT		26,821		10,173		40,794		(94	)		9,093			10,079		49,887		59,966		13,067		2005		39.0
Yorktown Heights, NY		-		5,786		23,221		-			4,709			5,786		27,930		33,716		5,800		2005		39.0
Rye, NY		-		909		3,637		-			423			909		4,060		4,969		1,063		2004		39.0
Rye, NY		1,455		483		1,930		-			6			483		1,936		2,419		521		2004		39.0
Rye, NY		656		239		958		-			87			239		1,045		1,284		307		2004		39.0
Rye, NY		1,494		695		2,782		1			19			696		2,801		3,497		748		2004		39.0
Somers, NY		-		4,318		17,268		-			606			4,318		17,874		22,192		5,540		2003		39.0
Westport, CT		-		2,076		8,305		-			306			2,076		8,611		10,687		2,610		2003		39.0
White Plains, NY		-		8,065		32,258		(1	)		6,882			8,064		39,140		47,204		11,985		2003		39.0
Orange, CT		-		2,320		10,564		-			1,441			2,320		12,005		14,325		3,900		2003		39.0
Stamford, CT		46,584		17,965		71,859		-			6,621			17,965		78,480		96,445		25,954		2002		39.0
Danbury, CT		-		2,459		4,566		-			697			2,459		5,263		7,722		1,764		2002		39.0
Briarcliff, NY		-		2,222		5,185		1,234			7,096			3,456		12,281		15,737		1,787		2001		40.0
Somers, NY		-		1,833		7,383		-			753			1,833		8,136		9,969		3,777		1999		31.5
Briarcliff, NY		-		380		1,531		-			335			380		1,866		2,246		791		1999		40.0
Briarcliff, NY		16,128		2,300		9,708		2			3,586			2,302		13,294		15,596		5,422		1998		40.0
Ridgefield, CT		-		900		3,793		-			1,706			900		5,499		6,399		1,942		1998		40.0
Darien, CT		16,982		4,260		17,192		-			756			4,260		17,948		22,208		7,329		1998		40.0
Eastchester, NY		-		1,500		6,128		-			2,506			1,500		8,634		10,134		3,211		1997		31.0
Danbury, CT		-		3,850		15,811		-			4,109			3,850		19,920		23,770		10,303		1995		31.5
Carmel, NY		-		1,488		5,973		-			1,688			1,488		7,661		9,149		4,124		1995		31.5
Meriden, CT		-		5,000		20,309		-			11,464			5,000		31,773		36,773		15,112		1993		31.5
Somers, NY		-		821		2,600		-			549			821		3,149		3,970		1,469		1992		31.5
Wayne, NJ		399		2,492		9,966		-			1,307			2,492		11,273		13,765		5,913		1992		31.0
Newington, NH		-		728		1,997		-			1,754			728		3,751		4,479		2,617		1979		40.0
Katonah, NY		-		1,704		6,816		-			100			1,704		6,916		8,620		820		2010		39.0
Fairfield, CT		-		3,393		13,574		153			612			3,546		14,186		17,732		1,080		2011		39.0
New Milford, CT		4,575		2,168		8,672		-			58			2,168		8,730		10,898		800		2011		39.0
Eastchester, NY		-		1,800		7,200		78			477			1,878		7,677		9,555		563		2012		39.0
Orangetown, NY		6,769		3,200		12,800		30			2,188			3,230		14,988		18,218		901		2012		39.0
Greenwich, CT		3,500		1,600		6,401		27			167			1,627		6,568		8,195		238		2013		39.0
Various		-		1,555		1,122		80			5,414			1,635		6,536		8,171		282		2013		39.0
Greenwich, CT		4,365		1,998		7,994		53			213			2,051		8,207		10,258		298		2013		39.0
New Providence, NJ		20,546		6,970		27,880		463			2,402			7,433		30,282		37,715		1,193		2013		39.0
Bethel, CT		-		1,800		7,200		(18	)		(74	)		1,782		7,126		8,908		153		2014		39.0
Bloomfield, NJ		7,768		2,201		8,804		218			861			2,419		9,665		12,084		237		2014		39.0
Boonton, NJ		7,720		3,670		14,680		15			56			3,685		14,736		18,421		314		2014		39.0
Yonkers, NY		2,781		3,060		12,240		-			-			3,060		12,240		15,300		26		2014		39.0
Greenwich, CT		8,330		3,223		12,893		-			-			3,223		12,893		16,116		54		2014		40.0
Greenwich, CT		16,170		6,257		25,029		-			-			6,257		25,029		31,286		104		2014		40.0
		205,147		147,197		576,448		2,841			87,151			150,038		663,599		813,637		157,788
Total	$	205,147	$	150,563	$	587,986	$	2,783		$	88,972		$	153,346	$	676,958	$	830,304	$	161,187

68

URSTADT BIDDLE PROPERTIES INC.

OCTOBER 31, 2014

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION - CONTINUED

(In thousands)

	Year Ended October 31,
NOTES:	2014			2013			2012
(a) RECONCILIATION OF REAL ESTATE - OWNED SUBJECT TO OPERATING LEASES
Balance at beginning of year	$	732,159		$	660,375		$	631,167
Property improvements during the year		19,239			11,263			5,782
Properties acquired during the year		101,055			67,062			26,306
Properties sold during the year		(20,299	)		(4,475	)		(533	)
Property assets fully depreciated and written off		(1,850	)		(2,066	)		(2,347	)
Balance at end of year	$	830,304		$	732,159		$	660,375
(b) RECONCILIATION OF ACCUMULATED DEPRECIATION
Balance at beginning of year	$	155,272		$	140,511		$	126,693
Provision during the year charged to income		18,721			17,126			16,183
Property sold during the year		(10,956	)		(299	)		(18	)
Property assets fully depreciated and written off		(1,850	)		(2,066	)		(2,347	)
Balance at end of year	$	161,187		$	155,272		$	140,511

(c) Tenant improvement costs are depreciated over the life of the related leases, which range from 5 to 20 years.

(d) The depreciation provision represents the expense calculated on real property only.

(e) The aggregate cost for Federal Income Tax purposes for real estate subject to operating leases was approximately $713 million at October 31, 2014.

69

Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	URSTADT BIDDLE PROPERTIES INC.
	(Registrant)
	/s/ Willing L. Biddle
	Willing L. Biddle
	President and Chief Executive Officer
	/s/ John T. Hayes
	John T. Hayes
	Senior Vice President and Chief Financial Officer
	(Principal Financial Officer
Dated: January 13,  2015	and Principal Accounting Officer)

70

Pursuant to the requirements of the Securities Exchange Act of 1934, the following persons on behalf of the Registrant and in the capacities and on the date indicated have signed this Report below.

/s/ Charles J. Urstadt Charles J. Urstadt Chairman and Director	January 13, 2015
/s/ Willing L. Biddle Willing L. Biddle President, Chief Executive Officer and Director	January 13, 2015
(Principal Executive Officer)
/s/ John T. Hayes John T. Hayes Senior Vice President & Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	January 13, 2015
/s/ Kevin J. Bannon Kevin J. Bannon Director	January 13, 2015
/s/ Catherine U. Biddle Catherine U. Biddle Director	January 13, 2015
/s/ E. Virgil Conway E. Virgil Conway Director	January 13, 2015
/s/ Robert R. Douglass Robert R. Douglass Director	January 13, 2015
/s/ Richard Grellier Richard Grellier Director	January 13, 2015
/s/ George H.C. Lawrence George H. C. Lawrence Director	January 13, 2015
/s/ Robert J. Mueller Robert J. Mueller Director	January 13, 2015
/s/ Charles D. Urstadt Charles D. Urstadt Director	January 13, 2015

71

Exhibit Index

Exhibit
(3).	Articles of Incorporation and Bylaws
	3.1	(a) Amended Articles of Incorporation of the Company dated December 30, 1996 (incorporated by reference to Exhibit 3.1 of the Company's Quarterly Report on Form 10-Q for the period ended April 30, 2013 (SEC File No. 001-12803)).
		(b) Articles Supplementary of the Company dated March 12, 1997, classifying the Company's Series A Participating Preferred Shares (incorporated by reference to Exhibit 3.1 of the Company's Quarterly Report on Form 10-Q for the period ended April 30, 2013 (SEC File No. 001-12803)).
		(c) Articles of Amendment with Name Change dated March 11, 1998 to the Company's Amended Articles of Incorporation (incorporated by reference to Exhibit 3.1 of the Company's Quarterly Report on Form 10-Q for the period ended April 30, 2013 (SEC File No. 001-12803)).
		(d) Articles Supplementary of the Company dated June 16, 1998, classifying the Company's Class A Common Stock (incorporated by reference to Exhibit 3.1 of the Company's Quarterly Report on Form 10-Q for the period ended April 30, 2013 (SEC File No. 001-12803)).
		(e) Articles Supplementary of the Company dated April 7, 2005, classifying the Company's Series D Senior Cumulative Preferred Stock (incorporated by reference to Exhibit 3.1 of the Company's Quarterly Report on Form 10-Q for the period ended April 30, 2013 (SEC File No. 001-12803)).
		(f) Certificate of Correction dated April 29, 2005 to the Articles Supplementary of the Company dated April 7, 2005 (incorporated by reference to Exhibit 3.1 of the Company's Quarterly Report on Form 10-Q for the period ended April 30, 2013 (SEC File No. 001-12803)).
		(g) Articles Supplementary of the Company dated April 29, 2005, classifying 850,000 additional shares of the Company's Series D Senior Cumulative Preferred Stock (incorporated by reference to Exhibit 3.1 of the Company's Quarterly Report on Form 10-Q for the period ended April 30, 2013 (SEC File No. 001-12803)).
		(h) Articles Supplementary of the Company dated June 3, 2005, classifying 450,000 additional shares of the Company's Series D Senior Cumulative Preferred Stock (incorporated by reference to Exhibit 3.1 of the Company's Quarterly Report on Form 10-Q for the period ended April 30, 2013 (SEC File No. 001-12803)).
		(i) Articles Supplementary of the Company dated October 22, 2012, classifying the Company's Series F Cumulative Redeemable Preferred Stock (incorporated by reference to Exhibit 3.1 of the Company's Quarterly Report on Form 10-Q for the period ended April 30, 2013 (SEC File No. 001-12803)).
		(j)Articles of Amendment dated March 21, 2013 to the Company's Amended Articles of Incorporation (incorporated by reference to Exhibit 3.1 of the Company's Quarterly Report on Form 10-Q for the period ended April 30, 2013 (SEC File No. 001-12803)).
		(k) Articles Supplementary of the Company dated October 23, 2014, classifying the Company's Series G Cumulative Redeemable Preferred Stock (incorporated by reference to Exhibit 3.1 of the Company's Current Report on Form 8-K dated October 27, 2014 (SEC File No. 001-12803)).
		(l) Articles Supplementary of the Company dated December 12, 2014, reclassifying several series of the Company's preferred stock (incorporated by reference to Exhibit 99.2 of the Company's Current Report on Form 8-K dated December 16, 2014 (SEC File No. 001-12803)).
	3.2	Bylaws of the Company, Amended and Restated as of December 11, 2014 (incorporated by reference to Exhibit 99.1 of the Company's Current Report on Form 8-K dated December 16, 2014 (SEC File No. 001-12803)).
(4)	Instruments Defining the Rights of Security Holders, Including Indentures.
	4.1	Common Stock:  See Exhibits 3.1 (a)-(l) hereto.
	4.2	Series A Preferred Share Purchase Rights:  See Exhibits 3.1 (a)-(l) and 10.7 hereto.
	4.3	Series F Preferred Shares:  See Exhibits 3.1 (a)-(l) hereto.
	4.4	Series G Preferred Shares:  See Exhibits 3.1 (a)-(l) hereto.
(10)	Material Contracts.
	10.1	Form of Indemnification Agreement entered into between the Company and each of its Directors and for future use with Directors and officers of the Company (incorporated herein by reference to Exhibit 10.1 of the Company's Annual Report on Form 10-K for the year ended October 31, 1989 (SEC File No. 001-12803)).  1
	10.2	Amended and Restated Dividend Reinvestment and Share Purchase Plan (incorporated herein by reference to the Company's Registration Statement on Form S-3 filed on March 31, 2010 (SEC File No. 333-64381)).
	10.3	Excess Benefit and Deferred Compensation Plan (incorporated by reference to Exhibit 10.10 of the Company's Annual Report on Form 10-K for the year ended October 31, 1998 (SEC File No. 001-12803)). 1
	10.4	Forms of Restricted Stock Award Agreement with Restricted Stock Plan Participants (Non-Employee Directors, Employee Directors and Employees), effective as of November 1, 2006 (incorporated by reference to Exhibits 10.24.1, 10.24.2 and 10.24.3 of the Company's Annual Report on Form 10-K for the year ended October 31, 2006).1
	10.5	Form of Amended and Restated Change of Control Agreements dated as of December 19, 2007 between the Company and Charles J. Urstadt, Willing L. Biddle and Thomas D. Myers (incorporated by reference to Exhibit 99.1 of the Company's Current Report on Form 8-K dated December 26, 2007 (SEC File No. 001-12803)).¹
	10.6	Forms of Restricted Stock Award Agreements with Restricted Stock Plan Participants (Employees, Non-Employee Directors, Employee Directors and Employee Directors – Alternate Version) effective as of November 7, 2007 (incorporated by reference to Exhibits 10.18, 10.19, 10.20 and 10.21 of the Company's Annual Report on Form 10-K for the year ended October 31, 2007 (SEC File No. 001-12803)).¹
	10.7	Rights Agreement between the Company and The Bank of New York, as Rights Agent, dated as of July 18, 2008 (incorporated by reference to Exhibit 4.1 of the Company's Current Report on Form 8-K dated July 24, 2008 (SEC File No. 001-12803)).
	10.8	Form of Restricted Stock Award Agreement with Restricted Stock Plan Participants (Non-Director Employees) effective as of December 10, 2008 (incorporated by reference to Exhibit 10.22 of the Company's Annual Report on Form 10-K for the year ended October 31, 2008 (SEC File No. 001-12803)). ¹
	10.9	Amended and Restated Excess Benefit and Deferred Compensation Plan dated December 10, 2008 (incorporated by reference to Exhibit 99.1 of the Company's Current Report on Form 8-K dated December 15, 2008 (SEC File No. 001-12803)). ¹
	10.10	Change of Control Agreement dated December 16, 2008 between the Company and John T. Hayes (incorporated by reference to Exhibit 99.1 of the Company's Current Report on Form 8-K dated December 17, 2008 (SEC File No. 001-12803)). ¹
	10.11	Change in Control Agreement dated March 27, 2014 between the Company and Stephan A. Rapaglia (incorporated by reference to Exhibit 99.2 of the Company's Current Report on Form 8-K dated March 31, 2014 (SEC File No. 001-12803)). ¹
	10.12	Amended and Restated Restricted Stock Award Plan as approved by the Company's stockholders on March 21, 2013 (incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q for the period ended April 30, 2013 (SEC File No. 001-12803)). 1
	10.13	Amended and Restated Restricted Stock Award Plan as approved by the Company's stockholders on March 26, 2014 (incorporated by reference to Exhibit 99.1 of the Company's Current Report on Form 8-K dated March 31, 2014 (SEC File No. 001-12803)). 1
	10.14	Form of Restricted Stock Award Agreement with Restricted Stock Plan Participants (Employee Directors (Form 9)) effective as of December 7, 2011 (incorporated by reference to Exhibit 10.16 of the Company's Annual Report on Form 10-K for the year ended October 31, 2011 (SEC File No. 001-12803)). ¹
	10.15	Credit Agreement, dated as of September 21, 2012, by and among the Company, The Bank of New York Mellon, as Administrative Agent, and Wells Fargo Bank, N.A., as Syndication Agent, and the Lenders named therein (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K dated September 27, 2012 (SEC File No. 001-12803)).
	10.16	Equity Underwriting Agreement, dated October 21, 2014, between the Company and BMO Capital Markets Corp., as representative of the several underwriters named on Schedule I thereto (incorporated by reference to Exhibit 1.1 of the Company's Current Report on Form 8-K dated October 27, 2014 (SEC File No. 001-12803)).
	10.17	Equity Underwriting Agreement, dated October 28, 2014, between the Company and Deutsche Bank Securities, Inc. as Underwriter (incorporated by reference to Exhibit 1.1 of the Company's Current Report on Form 8-K dated October 31, 2014 (SEC File No. 001-12803)).
	10.18	Agreement of Sale, dated September 12, 2014, among the Company and Kinnelon Hye L.P., Midpark Hye Partners, Pompton Lakes Hye Partners and Wyckoff Hye Partners (filed herewith).
1 Management contract, compensatory plan or arrangement.
(14)		Code of Ethics for Chief Executive Officer and Senior Financial Officers (incorporated by reference to Exhibit 14 of the Company's Annual Report on Form 10-K for the year ended October 31, 2003 (SEC File No. 001-12803)).
(21)		List of the Company's subsidiaries.
(23)		Consent of PKF O'Connor Davies, a Division of O'Connor Davies, LLP.
(31.1)		Certification pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, signed and dated by Willing L. Biddle.
(31.2)		Certification pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, signed and dated by John T. Hayes.
(32)		Certification pursuant to 18 U.S.C. Section 1350, as adopted, pursuant to section 906 of the Sarbanes-Oxley Act of 2002, signed and dated by Willing L. Biddle and John T. Hayes.
101		The following materials from Urstadt Biddle Properties Inc. Annual Report on Form 10-K for the year ended October 31, 2014, formatted in XBRL (Extensible Business Reporting Language): (1) the Consolidated Balance Sheets, (2) the Consolidated Statements of Income, (3) the Consolidated Statements of Comprehensive Income (4) the Consolidated Statements of Cash Flows, (5) the Consolidated Statements of Stockholders' Equity and (6) Notes to Consolidated Financial Statements detail tagged.

72

EX-10.18

EXHIBIT 10.18

AGREEMENT OF SALE

THIS AGREEMENT OF SALE (this “Agreement”), made as of the ____ day of September, 2014 (“Effective Date”), by and among KINNELON HYE L.P. (“Kinnelon Hye”), MIDPARK HYE PARTNERS (“Midpark Hye”), POMPTON LAKES HYE PARTNERS (“Pompton Lakes Hye”), and WYCKOFF HYE PARTNERS (“Wyckoff Hye”, along with Kinnelon Hye, Midpark Hye and Pompton Lakes Hye referred to herein jointly and severally, as the context requires, as “Seller”), each being a New Jersey limited partnership and having an address at 95 North State Route 17, Paramus, New Jersey 07652, and URSTADT BIDDLE PROPERTIES INC., a Maryland corporation, having an address at 321 Railroad Avenue, Greenwich, Connecticut 06830 (hereinafter referred to as “Purchaser”).

W I T N E S S E T H :

WHEREAS, each Seller is the owner of those certain separate parcels of land and improvements described in Paragraph 2(a); and

WHEREAS, Seller is desirous of selling the Property (as hereinafter defined in Paragraph 2 hereof) and Purchaser is desirous of purchasing the Property on the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual promises herein made, it is agreed as follows:

1.RECITALS.  The recitals set forth above are incorporated by reference as if fully set forth at length herein.

2.SALE.  Seller agrees to sell, and Purchaser agrees to purchase, for the Purchase Price (as hereinafter defined in Paragraph 3 hereof), subject to the terms and conditions of this Agreement, all of the right, title and interest, if any, of Seller in and to the following (hereinafter collectively referred to as the “Property”):

(a)Real Property.

(i)That certain real property commonly known as “Meadtown Shopping Center” and located at the intersection of Kinnelon Road and State Route 23, in the Borough of Kinnelon, County of Morris, State of New Jersey, as more particularly described in Exhibit “A-1” attached hereto and made a part hereof (the “Kinnelon Land”), together with: (1) all improvements located thereon (the “Kinnelon Improvements”); (2) all rights, benefits, privileges, easements, tenements, hereditaments, rights-of-way and other appurtenances thereon or in any way appertaining thereto, including all mineral rights, development rights, air and water rights; and (3) all strips and gores and any land lying in the bed of any street, road or alley, open or proposed, adjoining the Kinnelon Land (collectively, the “Kinnelon Real Property”);

(ii)That certain real property commonly known as “Midland Park Shopping Center” and located at the intersection of Godwin Avenue and Goffle Road, in the Borough of Midland Park, County of Bergen, State of New Jersey, as more particularly described in Exhibit “A-2” attached hereto and made a part hereof (the “Midland Park Land”), together with: (1) all improvements located thereon (the “Midland Park Improvements”); (2) all rights, benefits, privileges, easements, tenements, hereditaments, rights-of-way and other appurtenances thereon or in any way appertaining thereto, including all mineral rights, development rights, air and water rights; and (3) all strips and gores and any land lying in the bed of any street, road or alley, open or proposed, adjoining the Midland Park Land (collectively, the “Midland Park Real Property”);

(iii)That certain real property commonly known as “Pompton Lakes Towne Square” and located at 57 Wanaque Avenue, in the Borough of Pompton Lakes, County of Passaic, State of New Jersey, as more particularly described in Exhibit“A-3” attached hereto and made a part hereof (the “Pompton Lakes Land”), together with: (1) all improvements located thereon (the “Pompton Lakes Improvements”); (2) all rights, benefits, privileges, easements, tenements, hereditaments, rights-of-way and other appurtenances thereon or in any way appertaining thereto, including all mineral rights, development rights, air and water rights; and (3) all strips and gores and any land lying in the bed of any street, road or alley, open or proposed, adjoining the Pompton Lakes Land (collectively, the “Pompton Lakes Real Property”); and

(iv)That certain real property commonly known as “Cedar Hill Shopping Center” and located at 525 Cedar Hill Avenue, in the Township of Wyckoff, County of Bergen, State of New Jersey, as more particularly described in Exhibit “A-4” attached hereto and made a part hereof (the “Wyckoff Land”), together with: (1) all improvements located thereon (the “Wyckoff Improvements”); (2) all rights, benefits, privileges, easements, tenements, hereditaments, rights-of-way and other appurtenances thereon or in any way appertaining thereto, including all mineral rights, development rights, air and water rights; and (3) all strips and gores and any land lying in the bed of any street, road or alley, open or proposed, adjoining the Wyckoff Land (collectively, the “Wyckoff Real Property”).  The Kinnelon Real Property, Midland Park Real Property, Pompton Lakes Real Property, and Wyckoff Real Property are sometimes collectively referred to as the “Real Property”.  The term “Leases” as used in this Agreement shall mean all leases, licenses and occupancy agreements of premises located in the Real Property entered into by Seller as identified in the Tenant List (as defined in Paragraph 7(a) hereof), and all renewals, modifications, amendments, guaranties and other security, as well as any such agreement entered into pursuant to Paragraph 13(e) hereof.

(b)Leases.

(i)All of the right, title and interest of Kinnelon Hye as landlord in and to the Leases of any portion of the Kinnelon Real Property, and all security deposits thereunder, any guaranties thereof, and all amendments and modifications thereof, including Leases entered into after the date of this Agreement as permitted by this Agreement;

(ii)All of the right, title and interest of Midpark Hye as landlord in and to the Leases of any portion of the Midland Park Real Property, and all security deposits thereunder, any guaranties thereof, and all amendments and modifications thereof, including Leases entered into after the Effective Date as permitted by this Agreement;

(iii)All of the right, title and interest of Pompton Lakes Hye as landlord in and to the Leases of any portion of the Pompton Lakes Real Property, and all security deposits thereunder, any guaranties thereof, and all amendments and modifications thereof, including Leases entered into after the Effective Date as permitted by this Agreement; and

(iv)All of the right, title and interest of Wyckoff Hye as landlord in and to the Leases of any portion of the Wyckoff Real Property, and all security deposits thereunder, any guaranties thereof, and all amendments and modifications thereof, including Leases entered into after the Effective Date as permitted by this Agreement.

(c)Tangible Personal Property.  All of the equipment, machinery, fixtures, furniture, furnishings, supplies and other tangible personal property, now or hereafter located on and used exclusively in the operation, ownership or maintenance of the Real Property and any replacements or substitutions therefor (collectively, the “Tangible Personal Property”), but specifically excluding:

(i)any items of personal property owned or leased by tenants;

(ii)any items of personal property in Seller’s property management office, if any, located on the Real Property;

(iii)any items of personal property owned by third parties and leased to Seller; and

(iv)proprietary computer software, systems and equipment and related licenses used in connection with the operation or management of the Property.

Seller will provide to Purchaser any list which is in Seller’s possession of such Tangible Personal Property within the Due Diligence Period (as defined in Paragraph 5 hereof).

(d)Intangible Personal Property.  To the extent assignable at no cost to Seller, all intangible personal property related to the Real Property, including:

(i)any trade names and trademarks associated with the Real Property;

(ii)any plans and specifications and other architectural and engineering drawings for the Real Property; any warranties; any Contracts (as defined in Paragraph 5(g) hereof) and other contract rights related to the Real Property (but only to the extent Seller’s obligations thereunder are expressly assumed by Purchaser pursuant to the Assignment of Contracts as defined in Paragraph 9(a) hereof); and

(iii)and any governmental permits, approvals and licenses (including any pending applications) pertaining to the Real Property (all of the items in subclauses (i), (ii) and (iii) are referred to herein collectively as the “Intangible Personal Property”).

Notwithstanding the foregoing to the contrary, Seller shall not convey to Purchaser any: (x) claims relating to any real property tax refunds or rebates; (y) existing insurance claims (except as otherwise provided to the contrary in Paragraph 12(a)), and/or (z) existing claims against any tenants of the Real Property that are applicable to the period prior to Closing (as hereinafter defined), all of which claims are reserved by Seller.  Notwithstanding the Property consists of real property and improvements at various locations, the Property shall be sold by Seller and purchased by Purchaser under this Agreement only as an entirety, and not in separate parts and simultaneous closing on all parts of the Property and interests therein is a condition precedent to the obligations of Seller and Purchaser under this Agreement.

3.PURCHASE PRICE.  The Purchase Price of the Property shall be One Hundred Twenty-Four Million Five Hundred Fifty Thousand and 00/100 ($124,550,000.00) Dollars (herein referred to as the “Purchase Price”) in lawful currency of the United States of America payable as follows:

(a)Within one (1) business day after the Effective Date, Purchaser shall deposit with Stewart Title Guaranty Company, having an address at 300 East 42nd Street, 10th Floor, New York, New York 10017, as “Escrow Agent,” the sum of Two Million Five Hundred Thousand and 00/100 ($2,500,000.00) Dollars (hereinafter referred to as the “Deposit”) by wire transfer in accordance with wire transfer instructions provided by Escrow Agent, which shall be maintained by Escrow Agent in an interest bearing account pursuant to the provisions of Paragraph 16 hereof.  The failure of Purchaser to deliver the Deposit when due hereunder shall be a default of Purchaser.  Upon making the Deposit, the Deposit shall be non-refundable and Purchaser shall have no further rights thereto, except as otherwise expressly set forth in this Agreement.  Concurrently herewith, Purchaser shall notify Escrow Agent of its Federal Tax Identification number.  With respect to Seller, the Federal Tax Identification number for (i) Kinnelon Hye is 22-2710599, (ii) Midpark Hye is 22-2281691, (iii) Pompton Lakes Hye is 22-2453085, and (iv) Wyckoff Hye is 22-2336595.

(b)At Closing the balance of the Purchase Price shall be paid in immediately available funds by wire transferring such balance into an account designated by Seller, subject to the adjustments and prorations described in Paragraph 11 hereof.

The Purchase Price of the Property is allocated as follows:

Kinnelon Real Property	$22,700,000.00
Midland Park Real Property	$43,700,000.00
Pompton Lakes Real Property	$40,700,000.00
Wyckoff Real Property	$17,450,000.00

(b)           No portion of the Purchase Price is attributable to the Tangible Personal Property or the Intangible Personal Property.

4.CLOSING OF TITLE.  The closing of title herein (herein referred to as the “Closing”) shall take place on the date which is thirty (30) days after the Approval Date (as defined in Paragraph 5 hereof); provided, however, if such date is not a business day, then the first business day thereafter (hereinafter referred to as the “Closing Date”), through an escrow with the Title Company (as hereinafter defined in Paragraph 6(a)) (or at a location and/or time as mutually may be agreed upon by the parties).  Purchaser and Seller shall conduct a “preclosing” on the last business day prior to the Closing Date with title transfer and payment of the Purchase Price to be completed on the Closing Date.  Provided all conditions precedent to Purchaser’s obligations hereunder have been satisfied (including, but not limited to, the execution and delivery to Purchaser of all Closing documents provided for in Paragraph 9(a) hereof), Purchaser agrees to deliver the Purchase Price by timely delivering the same to Escrow Agent no later than 2:00 p.m. Eastern Time on the Closing Date.

5.INSPECTIONS AND APPROVALS.  (a)                                                                           Purchaser shall have a period (hereinafter referred to as the “Due Diligence Period”) commencing on the Effective Date and expiring at 5:00 p.m. Eastern Time on the date which is forty-five (45) days after the Effective Date (hereinafter referred to as the “Approval Date”), in which to conduct the inspections and studies described in this Paragraph 5.

(b)During the Due Diligence Period, Seller shall permit Purchaser and/or Purchaser’s agents or representatives reasonable access to the Property (during normal business hours) for purposes of: (i) conducting non-intrusive physical or environmental inspections of the Property; (ii) reviewing and inspecting the Property Documents (as hereinafter defined); and (iii) subject to the terms of this Paragraph 5, conducting intrusive physical or environmental testing of the Property or any portion thereof (“Intrusive Testing”).  Purchaser shall give Seller reasonable (but in no event less than two (2) business days’) prior notice of Purchaser’s intention to conduct any inspection of the Property or the Property Documents.  If the intended inspection includes Intrusive Testing, such notice shall be delivered to Seller no fewer than three (3) business days prior to the scheduled Intrusive Testing and shall include a reasonably detailed description of the type, scope, manner and duration of the inspections and/or tests to be conducted (the “Intrusive Testing Scope of Work”).  Purchaser shall not undertake any Intrusive Testing without Seller’s prior consent, which may be given, withheld or conditioned in Seller’s sole and absolute discretion.  Notwithstanding the foregoing, Purchaser may conduct Intrusive Testing of any tenant space currently or formerly occupied by a dry cleaning establishment, as well as any location outside the front or back door of any such establishment reasonably selected by Purchaser’s environmental consultant, subject to Seller’s approval of the Intrusive Testing Scope of Work for such Intrusive Testing (such approval not to be unreasonably withheld).  Purchaser on behalf of itself and its representatives agrees that Purchaser shall not hire or engage a New Jersey Licensed Site Remediation Professional, as defined at N.J.A.C. 7:26C-1.3 (each, an “LSRP”), to perform, supervise or analyze any inspection or testing of the Property (it being understood and agreed that Purchaser may, however, engage an environmental consulting company, such as Woodard & Curran, which has one or more LSRPs on staff, as long as such LSRPs are not involved in the performance, supervision or analysis of any inspection or testing of the Property).  Purchaser may make inquiry with any governmental authority as to information such governmental authority may have with respect to the Property; provided, however, Purchaser may not disclose to any governmental authority any information about the Property that Purchaser may obtain in the course of its due diligence activities without first obtaining the prior written consent of Seller thereto in Seller’s sole discretion except to the extent disclosure of such information is explicitly required to be made by Purchaser pursuant to applicable laws.  Seller, at Seller’s election, shall be entitled to have a representative participate in any telephone or other contact made by Purchaser to a tenant and be present at any meeting by Purchaser with a tenant.  Seller reserves the right to have a representative present during any or all inspections and/or tests of the Property and/or Property Documents conducted by Purchaser or its agents, and to collect “split samples” of any environmental medium that is the subject of Intrusive Testing.  All inspections and testing shall be conducted in compliance with all applicable laws.  Purchaser shall not interfere with the activity of tenants or any persons occupying or providing services at the Property and shall take all actions and implement all protections necessary to ensure that the inspections and/or testing of the Property and the equipment, materials, and substances generated, used or brought onto the Property in connection therewith, pose no threat to the safety or health of persons or the environment, and cause no damage to the Property or other property of Seller or any persons.  Purchaser shall remove from the Property all wastes, spoils, material, soil, water, Hazardous Materials (as hereinafter defined), and debris resulting from or related to any Intrusive Testing (together, “Waste”) as soon after generation as is commercially reasonable and shall dispose of such Waste in accordance with all applicable laws, including without limitation Environmental Requirements (as hereinafter defined).  Should waste manifesting or other documentation be required, Purchaser shall be considered the generator of such Waste and shall be responsible for such manifesting and documentation in accordance with applicable laws.  Immediately upon the completion of any physical inspection and/or testing of the Property, Purchaser, at its sole expense, shall cause any portion of the Property damaged or altered by or in connection with such inspection to be repaired and/or restored to the condition it was in prior to the inspection and/or testing.  Any inspections and/or testing undertaken by or on behalf of Purchaser pursuant to this Paragraph 5 shall be at Purchaser’s sole risk and expense.

(c)Seller shall provide Purchaser with access to an on-line data site containing those documents and materials listed below (collectively the “Property Documents”):

(i)Seller’s most current survey of the Real Property;

(ii)Seller’s most recent title insurance policy for the Real Property of which Seller has actual knowledge and actual possession;

(iii)Any unexpired Leases for the Property;

(iv)Any Contracts; and

(v)Any environmental reports prepared by outside consultants of which Seller has actual knowledge and actual possession (“Environmental Reports”).

(d)Purchaser agrees to provide to Seller, as and when the same are prepared and provided to Purchaser, promptly upon (but only upon) the express written request of Seller, copies of all final environmental, structural, engineering and other reports or studies prepared by outside consultants (other than such reports prepared by legal counsel that are subject to an attorney-client privilege) undertaking inspections and/or testing of the Property Documents and/or the Property, or any portion or component thereof or condition affecting the same, for or on behalf of Purchaser (collectively, the “Property Inspection Reports”).  All information regarding or relating to: (i) Seller; (ii) the Property, or the ownership, operation or maintenance thereof, that is obtained by Purchaser during any inspection and/or testing of the Property or the Property Documents, or in any other manner, or from any other source, including the Property Documents and Property Inspection Reports (collectively, the “Proprietary Information”) shall be held, maintained and treated as private, confidential and privileged information pursuant to Paragraph 19 hereof.

(e)Prior to undertaking any inspections of the Property, Purchaser or Purchaser’s agents will obtain and maintain not less than Three Million ($3,000,000.00) Dollars per occurrence/aggregate in combined commercial general liability insurance/umbrella coverage with a contractual liability endorsement which insures Purchaser’s indemnity obligations hereunder.  In addition, prior to undertaking any Intrusive Testing, Purchaser’s agents will obtain and maintain not less than Three Million ($3,000,000.00) Dollars per claim/aggregate in Consultants’ Professional Liability insurance, not less than Three Million ($3,000,000.00) Dollars per occurrence/aggregate in Contractors’ Pollution Legal Liability insurance, and not less than Five Million ($5,000,000.00) Dollars per occurrence/aggregate in umbrella coverage.  All insurance policies required pursuant to this Paragraph shall be issued by a recognized insurance company licensed to do business in the State of New Jersey with an AM Best Rating of A or better, and shall be endorsed to waive the insurer’s rights of subrogation as against Seller and Seller’s property manager, if any, at the Property.  All insurance policies (except the Consultants’ Professional Liability insurance) shall name Seller and Seller’s property manager, if any, at the Property as additional insureds thereunder.  Proof of the required coverage and proof of premium payment shall be provided by Purchaser to Seller prior to undertaking any inspections and/or testing under this Paragraph 5.  Such insurance coverage shall be maintained by Purchaser for a period of no less than one (1) year after the Closing or any termination of this Agreement for any reason.  Purchaser agrees to indemnify and hold and save Seller and each of the Seller Parties (as hereinafter defined) harmless from any claim, loss, injury, liability, damage or expense, including reasonable attorneys’ fees and costs, arising out of: (i) a breach by Purchaser and/or any of the Releasors (as defined in Paragraph 8(d) hereof) of any applicable laws, rules, regulations or ordinances, or the agreements set forth in this Paragraph 5, including the failure to restore the Property in accordance with Paragraph 5(b) above; (ii) any access to, entry upon or activity conducted by, or on behalf of, Purchaser or any Releasors with respect to or on the Property, whether or not such access, entry or activity is permitted by, in compliance with or in violation of any applicable laws, rules, regulations or ordinances, or this Paragraph 5; (iii) any lien, claim or levy, including construction, mechanic’s, materialmen’s and judgment liens, filed or pending against any portion of the Property, or title thereto, by any contractor, sub-contractor or other party having a claim against or through Purchaser or any Releasor (without limiting the foregoing indemnity, Purchaser hereby acknowledges and agrees that Purchaser’s failure to cause any such lien to be released or bonded to the reasonable satisfaction of Seller within ten (10) days after receipt of notice thereof shall constitute a default hereunder); (iv) any claim related to the generation, transportation, treatment, disposal, or management of Waste; and (v) any claims, suits, actions or the assertion of any other rights by or on behalf of any tenant, invitee, guest or other party alleging personal injury, property damage, interruption of business, nuisance or any other allegation of negligence or wrong doing, and including any and all damages, losses, obligations, liabilities, costs and expenses incurred by or asserted or claimed against Seller or any Seller Party, as a result of, caused by, or arising out of any matters set forth in Paragraphs 5(b), 5(c) and/or 5(d) above (collectively, the “Indemnity Obligations”).  Notwithstanding the foregoing, Purchaser shall have no liability to Seller merely as a result of the discovery of pre-existing conditions, but this limitation on liability shall not apply to the extent of damages arising from an exacerbation of such condition or breach of Purchaser’s obligations hereunder (such as, by way of example, damages to the extent arising from disclosure of a condition if such disclosure is prohibited by this Agreement).

(f)Except as otherwise expressly set forth in this Agreement, Seller makes no representations or warranties as to the truth, accuracy or completeness of any materials, data or other information, including, the contents of Seller’s or its property manager’s books and records, the Leases, Contracts, the environmental reports, rent rolls, income and expense statements or any other Property Documents supplied to Purchaser in connection with Purchaser’s inspection of the Property.  Except as otherwise expressly set forth to the contrary in this Agreement, all of the Property Documents and any other such materials are provided by Seller solely for Purchaser’s convenience in making its own examination and determination prior to the Approval Date as to whether it wishes to purchase the Property, and, in making such examination and determination, Purchaser shall rely exclusively on its own independent investigation and evaluation of the Property and not on the Property Documents or other such materials supplied by Seller or its agents or representatives.

(g)On or before the Approval Date, Purchaser shall provide Seller notice (the “Service Contract Termination Notice”) of Purchaser’s election to cause Seller to terminate any Terminable Contract identified in such Service Contract Termination Notice.  For purposes of this Agreement, the term “Terminable Contract” shall mean any Contract (as hereinafter defined) which is terminable upon thirty (30) days’ or less prior notice without payment of a termination or similar fee.  Provided that this Agreement has not been terminated pursuant to Paragraph 5(h) hereof, Seller, promptly after the Approval Date shall deliver to the contractor under any Terminable Contract specified in a properly and timely delivered Service Contract Termination Notice, a termination notice or other writing required pursuant to the terms of such Terminable Contract to effect the termination thereof as of the Closing Date.  Notwithstanding the foregoing, Purchaser shall assume at and as of Closing:  (i) any Terminable Contract specified in a properly and timely delivered Service Contract Termination Notice the termination of which, notwithstanding the delivery by Seller to the contractor thereunder of a termination notice or other writing, has not been effected as of Closing, for the period between Closing and the date on which such termination is effective; (ii) any contract which cannot be terminated within thirty (30) days’, or less, prior notice, or which with respect to such termination requires the payment of a termination or other similar fee; and (iii) any Terminable Contract not specified in a properly and timely delivered Service Contract Termination Notice.  As used herein, the term “Contracts” shall mean all management, service, maintenance, supply or other contracts relating to the operation, use, maintenance and repair of the Property, and all other such contracts or agreements in effect as of the Effective Date which are listed on Exhibit “I” attached hereto, and any new Contracts entered into pursuant to Paragraph 13 hereof.

(h)Purchaser shall have the right to terminate this Agreement, for any or no reason whatsoever, by providing to Seller notice of such termination (the “Due Diligence Termination Notice”) before 5:00 p.m. on the Approval Date.  Unless expressly requested by Seller, such notice shall not disclose any basis for such termination nor shall Purchaser disclose the existence of any facts or circumstances concerning the physical or environmental condition of the Property.  Purchaser also shall have the right to waive the foregoing right to terminate this Agreement, by providing to Seller notice of Purchaser’s election to so waive such right before 5:00 p.m., on the Approval Date.  In the event that, by such date and time, Purchaser fails to deliver any notice to Seller whatsoever, such failure shall be deemed to be the election of Purchaser to waive its right to terminate this Agreement pursuant to this Paragraph 5.  If Purchaser timely terminates this Agreement pursuant to this Paragraph 5, the Deposit shall be returned to Purchaser and neither party shall have any further obligations or liability hereunder, except for the Surviving Obligations.

(i)All obligations and agreements of, and indemnifications by, Purchaser contained in this Paragraph 5 shall survive Closing or any termination of this Agreement.

6.TITLE.

(a)Purchaser, at its expense, shall obtain a title insurance commitment (the “Title Commitment”) from a recognized title insurance company doing business in the State of New Jersey (the “Title Company”) insuring marketable title (as hereinafter defined) to each Real Property.  For the purposes of this Agreement, “marketable title” shall be deemed to be such title as any recognized title insurance company doing business in the State of New Jersey shall insure at standard rates and subject only to the usual printed exceptions and to the title exceptions set forth on Exhibit “G” attached hereto and made a part hereof and such other exceptions as may be approved in writing by Purchaser or not objected to by Purchaser as hereinafter provided (collectively, the “Permitted Exceptions”).  No later than the expiration of the Due Diligence Period, Purchaser shall forward to Seller a true copy of its Title Commitment and all underlying title documents and shall specify any alleged defects as set forth in said Title Commitment (other than Permitted Exceptions) (the “Title Defect(s)”) in a written notice to Seller (the “Purchaser Title Notice”), failing which Purchaser shall be deemed to have waived all title objections.  In the event that any additional title exceptions shall appear between the date of the Title Commitment and Closing of which Purchaser was not made aware during the Due Diligence Period (“Intervening Exceptions”), then within three (3) business days after receipt thereof, Purchaser shall forward to Seller a true copy of the amendment to the Title Commitment and all underlying documents referred to in such amendment and shall specify any alleged defects caused by such Intervening Exceptions (other than Permitted Exceptions) (“Subsequent Defect(s)”) in a written notice to Seller (“Subsequent Title Notice”), failing which Purchaser shall be deemed to have waived all objections based on the Intervening Exceptions.  Seller shall have the right, but shall not be obligated nor required, to commence litigation or to incur any expenditure of monies:  (i) to cause any such alleged defect(s) to be removed as a Title Defect or Subsequent Defect; or (ii) to cause a similarly recognized title insurance company to insure marketable title in accordance herewith; and Purchaser shall not have any claim, cause or right of action against Seller, at law or in equity, whether for damages, specific performance or otherwise, by reason of Seller’s failure to clear any such Title Defects or Subsequent Defects; provided, however, notwithstanding the foregoing, Seller shall cause to be removed as exceptions to title or insured against by the Title Company: (x) the liens of any mortgages affecting the Property, (y) any mechanic’s or materialmen’s liens filed against the Property due to work performed at the Property by Seller or at Seller’s direction, and (z) monetary liens not otherwise included in (x) and (y) above which can be removed by the payment of a liquidated sum of money not to exceed $250,000.00 in the aggregate with respect of all such other monetary liens.  If Seller causes marketable title to be insured for each Real Property, Purchaser shall be required to complete the purchase of the Property as herein provided.

(b)If Seller shall be unwilling or unable to cause marketable title to be insured, Seller shall so notify Purchaser in writing (the “Seller Title Notice”) within five (5) days after receipt of the Purchaser Title Notice or Subsequent Title Notice, as applicable, and Purchaser shall have the right to accept such title as Seller shall be able to convey or to terminate this Agreement, by notice delivered to Seller within five (5) days following receipt of the Seller Title Notice.  If Purchaser shall fail to so notify Seller, then Purchaser shall be deemed to have elected to accept title without any abatement or reduction in the Purchase Price or in any of the other terms and conditions herein set forth.  Seller agrees to convey such title as is described herein or as Purchaser shall be willing or shall be deemed to accept in accordance with the provisions hereof.  If Seller notifies Purchaser of its willingness to remove any (i) Title Defects which render title unmarketable, but fails to do so by the thirtieth (30th) day after the Approval Date, Purchaser may terminate this Agreement by notice given to Seller within five (5) business days after such thirtieth (30th) day, provided, however, that Seller may nullify such termination by removing any such Title Defects within ten (10) business days after Purchaser’s notice of termination is given, or (ii) Subsequent Defects which render title unmarketable, but fails to do so by the thirtieth (30th) day after the Subsequent Title Notice, Purchaser may terminate this Agreement by notice given to Seller within five (5) business days after such thirtieth (30th) day, provided, however, that Seller may nullify such termination by removing any such Subsequent Defects within ten (10) business days after Purchaser’s notice of termination is given.  If Purchaser timely terminates this Agreement pursuant to this Paragraph 6, and such termination is not timely nullified, the Deposit shall be returned to Purchaser and neither shall have any further obligations or liability hereunder, except for Surviving Obligations, as defined in Paragraph 20 hereof.

(c)If, at Closing there are liens or encumbrances against the Property that are removable by the payment of monies, then Seller, at its option, may allow Purchaser a credit against the Purchase Price or may use any portion of the Purchase Price to satisfy the same, in which event Seller either shall: (i) deliver to Purchaser instruments in recordable form sufficient to satisfy such liens or encumbrances of record, together with the cost of recording or filing said instruments; or (ii) deposit or cause to be deposited with the Title Company sufficient monies reasonably acceptable to the Title Company to insure obtaining and recording of such satisfactions and the issuance of title insurance to Purchaser free of any such liens or encumbrances.  In neither event shall such lien or encumbrance constitute a Title Defect or Subsequent Defect permitting Purchaser to terminate this Agreement.

7.REPRESENTATIONS.

(a)Seller Representations.  In order to induce Purchaser to enter into this Agreement, each Seller warrants and represents, with respect to the portion of the Property owned by it, the following as of the Effective Date:

(i)It is a limited partnership duly organized and in good standing under the laws of the State of New Jersey;

(ii)Subject to the terms of this Agreement, it has the right, power and authority, without the joinder of any other person or entity, to enter into, execute and deliver this Agreement, and to perform all duties and obligations imposed on it under this Agreement;

(iii)This Agreement is a valid obligation of Seller and is binding upon it in accordance with the terms hereof; the persons or parties executing this Agreement on its behalf have been duly authorized and empowered to bind it to this Agreement;

(iv)Subject to the terms of this Agreement, neither the execution nor the delivery of this Agreement, nor the consummation of the purchase and sale contemplated hereby, nor the compliance with the terms and conditions of this Agreement conflict with or will result in the breach of any of the terms, conditions or provisions of any agreement to which it is a party or by which it is bound;

(v)It has made no agreements or commitments affecting the Property which would be binding upon Purchaser except as expressly set forth herein;

(vi)It has received no notice of any pending condemnation or municipal improvement assessments affecting the Property,

(vii)The only Leases in force for the Property are set forth in a tenant list attached hereto and made a part hereof as Exhibit “H” (the “Tenant List”), and true and complete copies of all Leases have been made available to Purchaser.  Other than the Leases, Seller has not entered into any other leases, licenses, tenancies, possession agreement or other occupancy agreements affecting the Property.  Seller does not warrant that any particular Lease will be in force at the Closing or that the tenants have or will have performed their obligations thereunder;

(viii)There are no security deposits presently held by or on behalf of Seller with respect to the Leases, except as set forth on the Tenant List;

(ix)Exhibit “I” attached hereto and made a part hereof sets forth a list of all Contracts affecting the Property (the “Contract List”), true and complete copies of which have been made available to Purchaser;

(x)No tenant or other occupant under a Lease and no other person, firm, corporation or other entity has any right or option to acquire the Property, or any part thereof, from it;

(xi)Except as set forth on Exhibit “K” attached hereto, there are no actions, suits or proceedings pending, or to Seller’s knowledge threatened, against Seller, which, if determined adversely against Seller, would adversely affect Seller’s ability to perform its obligations hereunder;

(xii)To its actual knowledge, it has not received any written notice from any tenant under any of the Leases claiming that Seller is in default of its obligations under any of the Leases which has not been cured;

(xiii)The only agreements for the payment of leasing commissions due on or after the date hereof in connection with the Leases are those listed on Exhibit “J” annexed hereto and made a part hereof (the “Brokerage Agreements”);

(xiv)Seller is not a “foreign person” as defined in Section 1445 of the Internal Revenue Code of 1986, as amended (the “Code”) and any related regulations;

(xv)There are no persons employed by Seller or any managing agent thereof in connection with the management of the Property who shall be the responsibility of Purchaser after the Closing.  Purchaser has no obligation, liability or responsibility with respect to charges, fees, costs, salaries, vacation pay, severance pay, insurance coverage, other fringe benefits or like items;

(xvi)Seller is not, and will not become, a person or entity with whom United States persons or entities are restricted or prohibited from doing business under regulations of the Office of Foreign Asset Control (“OFAC”) of the Department of the Treasury (including those named on OFAC’s specially designated and blocked persons list) or under any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action and is not and will not engage in any dealings or transactions or be otherwise associated with such persons or entities; and

(xvii)Exhibit “L” attached hereto and made a part hereof sets forth a list of Environmental Reports.

(b)Purchaser Representations.  In order to induce Seller to enter into this Agreement, Purchaser warrants and represents the following as of the Effective Date:

(i)It has the full power and authority to perform all of its obligations under this Agreement, and has been duly organized, is validly existing and is in good standing under the laws of the State of Marylandin which it was formed, and, if required to do so, is qualified to do business in the State of New Jersey;

(ii)Subject to the terms of this Agreement, it has the right, power and authority, without the joinder of any other person or entity, to enter into, execute and deliver this Agreement and to perform all duties and obligations imposed on it under this Agreement;

(iii)This Agreement is a valid obligation of Purchaser and is binding upon it in accordance with the terms hereof; the persons or parties executing this Agreement on its behalf have been duly authorized and empowered to bind it to this Agreement;

(iv)Subject to the terms of this Agreement, neither the execution nor the delivery of this Agreement, nor the consummation of the purchase and sale contemplated hereby, nor the compliance with the terms and conditions of this Agreement conflict with or will result in the breach of any of the terms, conditions or provisions of any agreement to which it is a party or by which it is bound;

(v)To its actual knowledge, there are no existing or pending litigation or insolvency actions or claims with respect to its ability to consummate the proposed transaction;

(vi)It has the financial capacity to pay the Purchase Price and all other costs and expenses in connection with the purchase of the Property.  Purchaser’s obligations to pay the Purchase Price and otherwise consummate the transactions contemplated hereby are not in any way conditioned upon Purchaser’s ability to obtain financing of any type or nature whatsoever (i.e., whether by way of debt financing or equity investment, or otherwise);

(vii)Purchaser is purchasing the Property as investment rental property, and not for Purchaser’s own operations or use; and

(viii)Purchaser is not, and will not become, a person or entity with whom United States persons or entities are restricted or prohibited from doing business under regulations of OFAC of the Department of the Treasury (including those named on OFAC’s specially designated and blocked persons list) or under any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action and is not and will not engage in any dealings or transactions or be otherwise associated with such persons or entities.

(c)Limitations.  The representations and warranties of Seller set forth in Paragraph 7(a) are subject to the following limitations:  (i) Seller does not represent or warrant that any particular Lease or Contract will be in force or effect as of the Closing or that the tenants or contractors thereunder, as applicable, will not be in default thereunder, (ii) to the extent that Seller has delivered: (A) to Purchaser a tenant estoppel certificate in accordance with the terms of this Agreement, and such estoppel certificate contains information inconsistent with any of such representations and warranties, then such representations and warranties shall be deemed modified to conform to such information and Purchaser shall be deemed to have knowledge thereof (provided, however, that such deemed modification shall not apply to information that is inconsistent with the first sentence of Paragraph 7(a)(vii); and (B) or made available to Purchaser any other information with respect to the Property (other than the Leases) at any time prior to the date hereof, and such other information (other than the Leases) contain provisions inconsistent with any of such representations and warranties, then such representations and warranties shall be deemed modified to conform to such provisions and Purchaser shall be deemed to have knowledge thereof; provided, however, that (A) such deemed modification shall not apply to information that is inconsistent with the first sentence of Paragraph 7(a)(vii), and (B) Seller’s representations and warranties shall not be deemed modified based on the knowledge of Purchaser to the extent such representation or warranty would be modified as the result of breach of a covenant by Seller set forth in this Agreement; and (iii) in the event that, prior to the Closing, Purchaser shall obtain actual knowledge of any information that is contradictory to, and would constitute the basis of a breach of, any representation or warranty or failure to satisfy any condition on the part of Seller, then promptly thereafter (and, in all events, prior to Closing), Purchaser shall deliver to Seller notice of such information specifying the representation, warranty or condition to which such information relates, and Seller shall have the right (at its option) to cure such breach within ten (10) days following receipt of Purchaser’s notice thereof.  In the event Seller does not cure such breach within such ten (10)-day period, Purchaser shall have the right to terminate this Agreement within five (5) days following such ten (10)-day period and receive a refund of the Deposit (to the extent paid) and be reimbursed for the actual and reasonable out-of-pocket costs incurred by Purchaser in connection with the transactions contemplated by this Agreement up to a maximum of Twenty-Five Thousand and 00/100 ($25,000.00) Dollars; or Purchaser acknowledges that such representation or warranty will not be deemed breached in the event Purchaser shall have, prior to Closing, obtained actual knowledge of any information that is contradictory to such representation or warranty and shall have failed to disclose to Seller as required herein and Purchaser shall not be entitled to bring an action after the Closing Date based on such representation or warranty.  In the event that at the time of or prior to Closing, Seller discloses in writing to Purchaser, or Purchaser otherwise has actual knowledge of any fact, information or circumstance which renders any representation or warranty made by Seller in this Agreement untrue, incorrect or misleading in any material respect, Purchaser’s sole remedy, to be exercised on or before Closing, shall be to: (i) waive its rights and claims hereunder with respect to such misrepresentation or breach of warranty, and proceed to Closing in accordance with the terms of this Agreement, without any reduction in the Purchase Price; or (ii) terminate this Agreement pursuant to this Paragraph 7, in which event the Deposit shall be returned to Purchaser and the parties shall have no further obligations hereunder except for the Surviving Obligations; provided, however, that Purchaser shall not have the right to terminate this Agreement pursuant to this Paragraph 7, (a) unless the Seller’s representations or warranties which are untrue: (i) give rise to a claim for loss, cost or damage which, in the aggregate, is in excess of One Hundred Thousand ($100,000.00) Dollars, except that in the case of a misrepresentation or breach of the warranties and representations in subparagraphs 7(a)(xiii) or 7(a)(xv) Purchaser shall have the right to terminate this Agreement regardless of the extent of loss, cost or damage due to such misrepresentation or breach; (ii) are untrue as a result of Seller’s failure to comply with any term or condition expressly set forth in a Lease beyond any applicable notice and/or cure period; or (iii) as the result of a willful misrepresentation by Seller; or (b) as a result of any modification to or updating of the representations to reflect changes after the Effective Date that arise as a result of matters first occurring after the Effective Date, but only if such changes are permitted under this Agreement.

(d)Survival of Representations.  The representations and warranties set forth in this Paragraph 7 shall survive the Closing for a period of ninety (90) days (the “Survival Period”), except that (i) solely with respect to subparagraph 7(a)(xiii) the Survival Period shall be a period of two hundred seventy (270) days after the Closing, and (ii) solely with respect to subparagraphs 7(a)(i), (ii), (iii), (iv) and (xvi) the Survival Period shall be a period of one (1) year after the Closing.  Each party shall have the right to bring an action against the other based upon the breach of a representation or warranty that survives the Closing hereunder so long as the party bringing the action for breach files such action within the Survival Period.  The liability of Seller under this Paragraph 7 for damages shall be several, not joint, and each Seller shall be liable as to the representations and warranties made as to the applicable Property owned by each Seller.  Seller shall have no liability to Purchaser for a misrepresentation or breach of warranty under this Paragraph 7, if:  (a) Purchaser does not provide to Seller written notice of a claim of misrepresentation or breach of warranty on or prior to the expiration of the applicable Survival Period; (b) Purchaser had actual knowledge of the misrepresentation or breach of warranty prior to the consummation of Closing; or (c) the aggregate amount of all claims by Purchaser for misrepresentation or breach of warranty is less than One Hundred Thousand ($100,000.00) Dollars (the “Claims Floor”); provided, however, that if such claims equal or exceed the Claims Floor, in the aggregate, Purchaser shall have the right to prosecute such claims in the full amount thereof, and not just in the amount by which such claims exceed the Claims Floor.  Notwithstanding the foregoing, the Claims Floor shall not apply to a misrepresentation or breach of the warranties and representations in subparagraphs 7(a)(xiii) or 7(a)(xv), but the Claims Cap (as hereinafter defined) applies thereto.  The maximum amount for which Seller shall be liable under this Paragraph 7, and for which Purchaser shall have the right to assert claims against Seller, arising out of any and all misrepresentations or breaches of warranty under this Paragraph 7 shall not exceed the sum of Five Hundred Thousand ($500,000.00) Dollars, in the aggregate (the “Claims Cap”).  The provisions of this Paragraph 7 shall survive the Closing.

(e)Seller’s Knowledge.  As used herein, the terms “best of Seller’s knowledge”, “Seller’s actual knowledge” “Seller’s knowledge”, and any similar phrase shall mean the current actual knowledge of Mark Gabrellian, as of the Effective Date, provided, however, that Mark Gabrellian shall not have any personal liability in connection with, or arising out of, any representation made by Seller in this Agreement.

8.CONDITION OF PROPERTY.

(a)Purchaser acknowledges and agrees that Seller has not made, does not make and specifically negates and disclaims any representations, warranties, promises, covenants, agreements or guaranties of any kind or character whatsoever, whether expressed or implied, oral or written, past, present or future (other than as otherwise represented pursuant to and as limited by this Agreement or the documents delivered at Closing), of, as to, concerning or with respect to: (i) the value, nature, quality or condition of the Property, including, without limitation, the water, soil and geology; (ii) the income to be derived from the Property; (iii) the suitability of the Property for any and all activities and uses which Purchaser or any tenant may conduct thereon; (iv) the compliance of or by the Property or its operation with any laws, rules, ordinances or regulations of any applicable governmental authority or body; (v) the habitability, merchantability, marketability, profitability or fitness for a particular purpose of the Property; (vi) the manner or quality of the construction or materials incorporated into the Property; (vii) the manner, quality, state of repair or lack of repair of the Property; (viii) compliance with any environmental protection, pollution, safety or land use laws, rules, regulations, orders or requirements, including the existence in or on the Property of Hazardous Materials (as hereinafter defined); or (ix) any other matter with respect to the Property.  Additionally, no person acting on behalf of Seller is authorized to make, and by execution hereof Purchaser acknowledges that no person has made, except as set forth in this Agreement or in the documents to be delivered at Closing, any representation, agreement, statement, warranty, guaranty or promise regarding Seller and/or the Property or the transaction contemplated herein; and no such representation, warranty, agreement, guaranty, statement or promise if any, made by any person acting on behalf of Seller shall be valid or binding upon Seller unless expressly set forth herein or in the documents to be delivered at Closing.  Purchaser further acknowledges and agrees that having been given the opportunity to inspect the Property, Purchaser is relying and shall rely solely on its own investigation of the Property and not on any information provided or to be provided by Seller except as otherwise set forth herein, and agrees to accept the Property at Closing and waive all objections or claims against Seller arising from or related to the Property or to any Hazardous Materials on the Property, except with respect to a breach of any representation or warranty set forth herein.  Except as otherwise set forth herein, Purchaser further acknowledges and agrees that any information provided or to be provided with respect to the Property was obtained from a variety of sources and that Seller has not made any independent investigation or verification of such information and makes no representations as to the accuracy, truthfulness or completeness of such information except with respect to a breach of any representation or warranty set forth herein.  Seller is not liable or bound in any manner by any verbal or written statement, representation or information pertaining to the Property, or the operation thereof, furnished by any real estate broker, contractor, agent, employee, servant or other person except with respect to a breach of any representation or warranty set forth herein.  Except as otherwise set forth herein, Purchaser further acknowledges and agrees that to the maximum extent permitted by law, it is purchasing the Property on an “AS IS”, “WHERE IS” and “WITH ALL FAULTS” basis.  The provisions of this Paragraph 8 shall survive Closing or any termination hereof.

(b)“Hazardous Materials” shall mean any substance which is or contains: (i) any “hazardous substance” as now or hereafter defined in §101(14) of the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (42 U.S.C. §9601 et seq.) or any regulations promulgated thereunder, “CERCLA”; (ii) any “hazardous waste” as now or hereafter defined in the Resource Conservation and Recovery Act (42 U.S.C. §6901, et seq.) or regulations promulgated thereunder, “RCRA” or in any other applicable state or local law, ordinance, rule or regulation; (iii) any substance regulated by the Toxic Substances Control Act (15 U.S.C. §2601 et seq.) or in any other applicable state or local law, ordinance, rule or regulation; (iv) any gasoline, diesel fuel, or other petroleum hydrocarbons; (v) any asbestos and asbestos containing materials, in any form, whether friable or non friable; (vi) any polychlorinated biphenyls; (vii) any radon gas; or (viii) any additional substances or materials which now are or hereafter shall be classified or considered to be hazardous or toxic under Environmental Requirements (as defined in Paragraph 8(c) hereof), or the common law, or any other applicable laws relating to the Property.  Hazardous Materials shall include, without limitation, any substance, the presence of which on the Property: (A) requires reporting, investigation or remediation under Environmental Requirements; (B) causes or threatens to cause a nuisance on the Property or adjacent property or poses or threatens to pose a hazard to the health or safety of persons on the Property or adjacent property; or (C) which, if it emanated or migrated from the Property, could constitute a trespass.

(c)“Environmental Requirements” shall mean all laws, ordinances, statutes, codes, rules, regulations, agreements, judgments, orders, and decrees, now or hereafter enacted, promulgated, or amended, of the United States, the states, the counties, the cities, or any other political subdivisions in which the Property is located, and any other political subdivision, agency or instrumentality exercising jurisdiction over the owner of the Property, the Property, or the use of the Property, relating to pollution, the protection or regulation of human health, natural resources, or the environment, or the emission, discharge, release or threatened release of pollutants, contaminants, chemicals, or industrial, toxic or hazardous substances or waste or Hazardous Materials into the environment (including, without limitation, ambient air, surface water, ground water or land or soil).

(d)(i)           By proceeding with this transaction following the expiration of the Due Diligence Period, Purchaser shall be deemed to have made its own independent investigation of the Property, the Property Documents and the presence of Hazardous Materials on the Property as Purchaser deems appropriate.  Accordingly, subject to a claim for the breach of any of the representations and warranties of Seller, whether set forth herein or in any document delivered in connection with Closing, or any other breach of this Agreement or any other agreement to be delivered in connection with Closing, which claim(s) (subject to Seller’s limitation of liability hereunder) is expressly reserved to Purchaser, Purchaser, on behalf of itself and all of its officers, directors, shareholders, employees, members, partners, representatives and affiliated entities (collectively, the “Releasors”), hereby expressly waives and relinquishes any and all rights and remedies Releasors now or hereafter may have against Seller, Seller’s affiliates, Seller’s investment advisors, the partners, trustees, beneficiaries, shareholders, members, managers, directors, officers, employees, agents and representatives of each of them, and their respective heirs, successors, personal representatives and assigns (the “Seller Parties”), whether known or unknown, which may arise from or be related to: (a) the physical condition, quality, quantity and state of repair of the Property and the prior management and operation of the Property; (b) the Property Documents; (c) the Property’s compliance or lack of compliance with any federal, state or local laws or regulations; and (d) any past, present or future presence or existence of Hazardous Materials on, under or about the Property or with respect to any past, present or future violation of any Environmental Requirements now or hereafter enacted, regulating or governing the use, handling, storage or disposal of Hazardous Materials, including, (i) any and all rights and remedies Releasors now or hereafter may have pursuant to any Environmental Requirements and (ii) any and all claims, whether known or unknown, now or hereafter existing, with respect to the Property under any Environmental Requirements, provided, however (subject to Seller’s limitation of liability hereunder), Seller is not released by the foregoing for any claim based upon a breach of any of Seller’s warranties, breach of any covenant or indemnity which survives Closing, whether set forth herein or in any document delivered in connection with Closing.

(ii)Without limiting the generality of the foregoing, subject to claims for the breach of any of Seller’s warranties, a breach of any covenant or indemnity or any other agreement to be delivered in connection with Closing, Purchaser, on behalf of itself and the other Releasors, hereby assumes all risk and liability resulting or arising from, or relating to the ownership, use, condition, location, maintenance, repair, or operation of, the Property from and after Closing and Seller Parties shall not be liable for any special, direct or indirect, consequential, punitive or other damages resulting or arising from or relating to the ownership, use, condition, location, maintenance, repair or operation of the Property.

(iii)The foregoing waivers, releases and agreements by Purchaser, on behalf of itself and Releasors, shall survive Closing and the recordation of the Deed and shall not be deemed merged into the Deed upon its recordation.

(e)Seller shall not be responsible for curing any governmental violations, nor shall Purchaser be entitled to any abatement, reduction or other modification in the Purchase Price or in any of the other terms and conditions hereunder in the event of the occurrence and/or the receipt of notice of any such governmental violation, provided, however, that with respect to any notice issued by a governmental authority or official to Seller between the Approval Date and the Closing Date citing a governmental violation at the Property which is not the obligation of any tenant, licensee or other occupant under the Leases to cure (a “Seller Violation Notice(s)”), Seller shall cure such Seller Violation Notice(s) which can be removed for a sum of money not to exceed Two Hundred Fifty Thousand and 00/100 ($250,000.00) Dollars in the aggregate for all such violations (the “Violations Cap”) or provide Purchaser with a credit against the Purchase Price at Closing equal to the cost to cure the Seller Violation Notice(s) not to exceed the Violations Cap.  If Seller receives Seller Violation Notice(s), the cure thereof shall exceed the Violations Cap, and Seller shall be unwilling or unable to cure such Seller Violation Notice(s), Seller shall so notify Purchaser in writing (the “Non-Cure Notice”) and Purchaser shall have the right to accept the Property subject to such Seller Violation Notice(s) with a credit against the Purchase Price at Closing equal to the Violations Cap or to terminate this Agreement by notice delivered to Seller within five (5) days following receipt of the Non-Cure Notice.  If Purchaser shall fail to so notify Seller, then Purchaser shall be deemed to have elected to accept the Property with a credit against the Purchase Price at Closing equal to the Violations Cap.  Seller shall not be responsible for performing any work or fulfilling any other obligation in connection with obtaining a Certificate of Occupancy or any other governmental approval in connection with the sale of the Property or resulting from the use or physical condition of the Property.  Seller shall, however, reasonably cooperate with Purchaser, at no out-of-pocket cost to Seller, in connection with Purchaser’s attempts to obtain a Certificate of Occupancy or any other necessary governmental approval in connection with the sale of the Property.

9.CLOSING DOCUMENTS.

(a)At Closing, Seller shall execute and/or deliver to Purchaser:

(i)a bargain and sale deed with covenants against grantor’s acts (the “Deed”) from Kinnelon Hye conveying the Kinnelon Real Property subject to no exceptions other than the Permitted Exceptions on the basis that as of Closing, the Title Company shall insure title as set forth in this Agreement;

(ii)a Deed from Midpark Hye conveying the Midland Park Real Property subject to no exceptions other than the Permitted Exceptions on the basis that as of Closing, the Title Company shall insure title as set forth in this Agreement;

(iii)a Deed from Pompton Lakes Hye conveying the Pompton Lakes Real Property subject to no exceptions other than the Permitted Exceptions on the basis that as of Closing, the Title Company shall insure title as set forth in this Agreement;

(iv)a Deed from Wyckoff Hye conveying the Wyckoff Real Property subject to no exceptions other than the Permitted Exceptions on the basis that as of Closing, the Title Company shall insure title as set forth in this Agreement;

(v)an Affidavit of Consideration for Use by Seller NJ Form RTF-1 from each Seller;

(vi)a Seller’s Residency Certificate Exemption Form GIT-REP 3 from each Seller;

(vii)an affidavit of title from each Seller, the form and substance of which shall be subject to the reasonable approval of the Title Company;

(viii)the original (if available, or in lieu thereof, certified copies) of the Leases relating to each Real Property, together with all security deposits delivered thereunder and all guarantees delivered in connection therewith, in effect on the Closing Date;

(ix)an assignment and assumption of the Leases and security deposits and guarantees in the form attached hereto as Exhibit “B” (the “Assignment of Leases”);

(x)an updated rent roll for each Real Property;

(xi)a bill of sale, if applicable, conveying all of Seller’s right, title and interest in and to the Tangible Personal Property, free and clear of liens or encumbrances, in the form attached hereto as Exhibit “C” (the “Bill of Sale”);

(xii)a closing statement reflecting the prorations and other adjustments to the Purchase Price required pursuant to this Agreement and otherwise acceptable to each of the parties (the “Closing Statement”);

(xiii)an affidavit of Seller certifying that Seller is not a “foreign person”, as defined in the federal Foreign Investment in Real Property Tax Act of 1980, and the 1984 Tax Reform Act, as amended;

(xiv)the originals of all Contracts, if any, being assumed by Purchaser;

(xv)an assignment and assumption of Contracts and Intangible Personal Property in the form attached hereto as Exhibit “D” (the “Assignment of Contracts”);

(xvi)tenant estoppel certificates in accordance with the provisions of this Agreement;

(xvii)notices to all tenants of the Property in the form attached hereto as Exhibit “E” (the “Tenant Notices”);

(xviii)such organizational and authorizing documents of Seller as reasonably shall be required by the Title Company to evidence Seller’s authority to execute this Agreement and any documents to be executed by Seller at Closing and to consummate the transaction contemplated by this Agreement;

(xix)a certificate updating Seller’s representations and warranties set forth in this Agreement, as of the Closing Date; and

(xx)such other instruments as reasonably may be required by the Title Company to effectuate the within transaction, provided same are delivered subject to the same limitations on Seller’s liability as provided in this Agreement.

(b)Each Deed shall be accompanied by Seller’s payment to the Register or Clerk of the County in which the Real Property is located of the New Jersey Realty Transfer Fee payable under N.J.S.A. 46:15-5 et seq., as amended, which is to be paid by Seller, or at Seller’s option, Purchaser shall be entitled to a credit against the Purchase Price of a sum equal to the New Jersey Realty Transfer Fee to be paid on account hereof.  In no event shall Seller be responsible for the payment of the additional one percent (1%) supplemental fee (the so-called “commercial mansion tax”) payable under N.J.S.A. 46:15-7.2, as amended, the responsibility of which shall remain with Purchaser.  The provisions of this subparagraph (b) shall survive the Closing.

(c)At Closing, Purchaser shall execute and/or deliver to Seller:

(i)the balance of the Purchase Price;

(ii)an Affidavit of Consideration for Use by Buyer NJ Form RTF-1EEE;

(iii)the Assignment of Leases;

(iv)the Assignment of Contracts;

(v)the Closing Statement;

(vi)such organizational and authorizing documents of Purchaser as reasonably shall be required by Seller and/or the Title Company to evidence Purchaser’s authority to execute this Agreement and any documents to be executed by Purchaser at Closing and to consummate the transaction contemplated by this Agreement;

(vii)the Tenant Notices;

(viii)a certificate updating Purchaser’s representations and warranties set forth in this Agreement, as of the Closing Date;

(ix)such other instruments as reasonably may be required by the Title Company to effectuate the within transaction; and

(x)payment to the Title Company of any “mansion” or other fees or charges not identified as Seller’s obligations by statute.

10.POSSESSION.  Seller shall deliver to Purchaser, and Purchaser shall accept possession of the Property from Seller at the time of Closing, and thereafter, Purchaser shall be entitled to take any rents, issues and profits of the Property to its own use.

11.COSTS AND PRORATIONS.

(a)Purchaser will pay the following costs of closing this transaction:

(i)All Deed recordation fees and expenses and all mansion or similar taxes or any other fees or taxes due in connection with the recordation of each Deed and which are not required by statute or this Agreement to be paid by Seller;

(ii)All settlement fees and other charges of the Title Company due in connection with the closing of this transaction;

(iii)The premiums, title search fees and all other costs relating to the issuance of the title policy, and any and all special endorsements issued in connection with this transaction, whether pursuant to the title commitment or otherwise;

(iv)The cost of any survey obtained by Purchaser;

(v)The fees and disbursements of Purchaser’s counsel and any other expenses(s) incurred by Purchaser or its representative(s) in inspecting or evaluating the Property or closing of this transaction;

(vi)Any and all charges, fees, costs and expenses in connection with Purchaser obtaining or recording any financing for the purchase of the Property; and

(vii)Subject to Seller’s obligation under Paragraph 8(e) to cure governmental violations, any fees or costs payable to any governmental entity in connection with this transaction including without limitation, obtaining a Certificate of Occupancy, a Certificate of Continued Occupancy, inspection fee or any other governmental approval.

(b)Seller will pay the following costs of closing this transaction:

(i)The New Jersey Realty Transfer Fee due in connection with the recordation of each Deed;

(ii)Any fees or charges required by statute to be paid by Seller; and

(iii)The fees and disbursements of Seller’s counsel.

(c)All revenues and expenses, including, but not limited to rents and any other amounts paid or payable by tenants, personal property taxes, installment payments of special assessment liens, sewer charges, utility charges and other normally prorated operating expenses paid as of Closing shall be prorated as of 12:01 a.m. on the Closing Date on an “as and when collected or paid basis” and shall be adjusted against the Purchase Price due at Closing; provided that within sixty (60) days after Closing, Purchaser and Seller will make a further adjustment for such rents, taxes or charges which may have accrued or been incurred prior to Closing, but not received or paid at that date.  If, after Closing, it is determined that any item of income or expense was prorated at Closing in error or on the basis of an estimate, or if it is determined that the parties failed to prorate an item at Closing which should have been prorated, Purchaser and Seller promptly upon (but in no event later than fifteen (15) days after) discovery of such error, agree to calculate in good faith the proper proration of such item that should have been made, and, if it is determined that either party is required to pay the other a sum based on such post-Closing adjustment, the party owing such sum shall pay the same to the other within fifteen (15) days after such amount has been determined.  Notwithstanding the foregoing, all adjustments and prorations hereunder shall be deemed final on the first (1st) anniversary of Closing.

(d)At Closing, Seller shall:  (a) either (i) deliver to Purchaser the unapplied balance of all cash (or cash equivalent) security or other deposits paid by any of the tenants to secure their respective obligations under the Leases (collectively, the “Security Deposits”), or (ii) credit against the Purchase Price an amount equal to the unapplied balance of all cash Security Deposits; and (b) assign to Purchaser all of Seller’s interests in and to any letters of credit, bonds, notes or other instruments constituting non-cash Security Deposits under any of the Leases.  If any Security Deposits are in the form of a letter of credit, then prior to the Closing, Seller shall use its reasonable efforts to cause each letter of credit issued as a security deposit in connection with a Lease, either to be: (x) reissued, assigned or transferred in favor of Purchaser (or its designee) as of the Closing; or (y) otherwise amended or endorsed so as to render Purchaser (or its designee) the beneficiary of such letter of credit as of the Closing.  At the Closing, Seller shall assign its interest in the letter(s) of credit to Purchaser (to the extent assignable) and deliver the original letter of credit to Purchaser at the Closing.  If any letter of credit issued as a security deposit under any Lease is not reissued, assigned, transferred, amended or endorsed in favor of Purchaser (or its designee) as of the Closing, then Seller after the Closing, at its cost, shall cooperate with Purchaser to cause each such letter of credit to be reissued, assigned, transferred, amended, or endorsed in favor of Purchaser (or its designee) as described above, and until any such letter of credit has been assigned, transferred, reissued, amended, or endorsed in favor of Purchaser (or its designee), Seller shall cooperate with Purchaser (or its designee) in effecting a draw of the letter of credit if Purchaser (or its designee), in Purchaser’s sole discretion, determines that it is entitled thereto in accordance with the terms of the applicable Lease and Seller shall pay to Purchaser any proceeds received by Seller from such letter(s) of credit, forthwith upon its receipt thereof.  This provision shall not merge with the Deed delivered hereunder but shall survive Closing.

(e)General real estate taxes and special assessments relating to the Property payable during the year in which Closing occurs shall be prorated as of the Closing Date.  If Closing shall occur before the actual taxes and special assessments payable during such year are known, the apportionment of taxes shall be upon the basis of taxes for the Property payable during the immediately preceding year; provided that, if the taxes and special assessments payable during the year in which Closing occurs thereafter are determined to be more or less than the taxes payable during the preceding year (after any appeal of the assessed valuation thereof is concluded), Seller and Purchaser promptly shall adjust the proration of such taxes and special assessments, and Seller or Purchaser, as the case may be, shall pay to the other any amount required as a result of such adjustment.  If, as the result of an appeal of the assessed valuation of the Property for any real estate tax year prior to (or including) the year of Closing, there is issued after Closing an administrative ruling, judicial decision or settlement by which the assessed value of the Property for such tax year is reduced, and a real estate tax refund or credit is issued, Seller shall be entitled to all such refunds, credits or reductions relating to the period prior to Closing, except to the extent that prior or then existing tenants in the Property are entitled to a portion of same under the express provisions of their Lease(s).  To the extent any tax appeals or protests have been instituted or are pending at and as of Closing, Seller and Purchaser shall execute such documents as reasonably are necessary for Purchaser to assume any such tax appeal or protest and the prosecution thereof with attorneys or consultants reasonably acceptable to Seller; provided, however, that Purchaser agrees to remit to Seller, within ten (10) days after receipt by Purchaser, all refunds or an amount equal to all credits or reductions of real estate taxes obtained in connection with such tax appeal to the extent such refunds, credits or reductions relate to the period prior to Closing, and after deducting therefrom Seller’s pro rata share of attorneys’ fees and collection costs incurred in connection with obtaining such refunds, credits or reductions, calculated on the basis of the number of days during the period for which such refund, credit or reduction, was issued that Seller and Purchaser, respectively, owned the Property.  This provision shall not merge with the Deed delivered hereunder but shall survive Closing.

(f)Amounts due or paid, if any, under all Contracts assumed by Purchaser shall be prorated as of Closing in accordance with the purposes and intent of this Agreement.

(g)At Closing, Purchaser shall assume and be solely responsible and liable for all Landlord Lease Obligations (as hereinafter defined):  (i) with respect to those Leases listed on Exhibit “H”, first coming due or arising after Closing, including those Landlord Lease Obligations accruing or arising as the result of the exercise by a tenant under its Lease of any expansion, extension or renewal option contained therein; and (ii) with respect to any Lease entered into pursuant to Paragraph 13, Purchaser, at Closing, shall reimburse and pay to Seller all amounts for Landlord Lease Obligations expended by Seller in connection therewith; provided that Purchaser is given notice of any such amounts not less than three (3) business days prior to the Approval Date.  For purposes of this Agreement, the term “Landlord Lease Obligations” shall mean and include:  (a) all unpaid leasing commissions and brokerage fees in connection with the existing Leases or the exercise by the tenant thereunder of any extension, renewal or expansion option (provided, however, that Purchaser shall only assume responsibility for any of such commissions and fees pursuant to any brokerage agreement listed on Exhibit“J”), and all leasing commissions and brokerage fees payable in connection with the execution of a Lease entered into pursuant to Paragraph 13; (b) all unpaid tenant improvement allowances (if any) specified in such Lease required to be funded by landlord thereunder, including tenant allowances required to be funded upon the exercise by a tenant under its Lease of any extension, renewal, expansion or purchase option; (c) the cost of completing tenant improvements, if any, specified in the Lease to be performed by landlord, including tenant improvements to be performed by the landlord upon the exercise by a tenant under its Lease of any extension, renewal or expansion option; (d) expenses incurred or to be incurred pursuant to the terms of the Lease for the purposes of satisfying or terminating the obligations of a tenant under another lease to the landlord thereunder (whether or not such other lease covers space in the Property) and any other inducement to the tenant under such Lease pursuant to the terms thereof; (e) any costs associated with the negotiation, execution and delivery of such Lease (s), including attorneys’ and consultants’ fees and expenses; and (f) any “free” rent to the extent any tenant is entitled thereto pursuant to its lease.

(h)With respect to percentage rents based upon gross sales or other income generated by the business of a tenant located on the Property during a specific period of time (the “Applicable Period”), Purchaser, upon collection of such percentage rent, shall remit to Seller an amount equal to the product obtained by multiplying the percentage rent so collected by a fraction, the numerator of which is the number of days which have elapsed in the Applicable Period prior to Closing and the denominator of which is the total number of days in the Applicable Period.

(i)With respect to the additional rent attributable to insurance, taxes, common area maintenance and other operating expenses which are passed through to tenants under the Leases (the “Pass Through Expenses”) which have been billed by Seller to tenants prior to Closing but which have not yet been collected and are delinquent, such Pass Through Expenses shall be prorated between the parties as uncollected rent as provided in subparagraph (j) below.  With respect to Pass Through Expenses which (a) have been billed prior to Closing but which have not yet been collected and are not delinquent, and (b) have not been billed to tenants as of Closing, Purchaser shall use its commercially reasonable efforts to collect such amounts, and upon the collection of same, Purchaser shall remit to Seller an amount equal to that portion of Pass Through Expenses which accrued prior to Closing, after deducting therefrom Seller’s pro rata share of attorneys’ fees and collection costs incurred in connection with recovering such Pass Through Expenses, calculated on the basis of the number of days during the period for which such Pass Through Expenses were incurred, that Seller and Purchaser, respectively, owned the Property.  With respect to Pass Through Expenses which have not been billed to tenants as of Closing, Purchaser shall bill each tenant for same in accordance with each such Lease.  At Closing, Seller and Purchaser reasonably shall estimate the amount, if any, by which tenants in the Property have overpaid or underpaid their proportionate shares of operating expenses and real estate taxes through Closing.  If, at Closing, Purchaser and Seller determine that an overpayment by tenants exists, Purchaser shall receive a credit in the aggregate amount of such estimated overpayment.  If, at Closing, Purchaser and Seller determine that an underpayment by tenants exists, Seller shall receive a credit in the aggregate amount of such estimated underpayment.  Notwithstanding the foregoing, the parties shall perform a final reconciliation after Closing of such pass-through costs in accordance with the other provisions of this Paragraph 11.  Seller shall continue to be responsible for the actual amount of any overpayment and Purchaser shall be responsible for the actual amount of any underpayment, to the extent collected from tenants.  In the event that Seller and Purchaser, after using commercially reasonable efforts to do so, are not able to agree at Closing on an estimated amount of overpayment or underpayment of operating expenses and real estate taxes, by tenants, the parties shall reconcile the proration of such Pass-Through expenses after Closing.

(j)Seller shall be entitled to the return of any deposit(s) posted by it with any utility company and Seller shall notify each utility company serving the Property to terminate Seller’s account, effective at noon on the Closing Date.

(k)Upon Closing, Seller shall retain all rights in and to any rents or other amounts due for any period prior to Closing, but shall have no right to commence any legal proceedings which would, or could, result in the eviction or dispossession of a tenant from the Property.  Seller shall retain and shall have the right to seek monetary damages against any tenant in arrears.  Purchaser shall use its commercially reasonable efforts during the twelve (12) month period immediately following Closing to collect and promptly remit to Seller rents or other amounts due Seller for the period prior to Closing.  Purchaser shall apply all rents or other amounts received by Purchaser, first, to costs of collection; second, for the account of Purchaser for any and all amounts due to Purchaser for the month in which such amounts were received; third, for the account of Seller for any and all amounts due Seller for periods prior to Closing; and the balance shall be retained by Purchaser.  In exercising its commercially reasonable efforts to collect rents and other amounts due Seller as herein required, Purchaser, during the entirety of the foregoing twelve (12) month period, shall bill and invoice tenants owing any such amounts to Seller on a monthly basis, and institute the same “follow-up” actions or programs used by Purchaser to collect delinquent amounts owed by tenants to Purchaser.

(l)Any other costs or charges of closing this transaction not specifically mentioned in this Agreement shall be paid and adjusted in accordance with local custom in the commercial real estate market in which the Property is located.

(m)Except as expressly provided herein, the purpose and intent of the provisions for prorations and apportionments set forth in this Paragraph 11 and elsewhere in this Agreement are for Seller to bear all expenses of ownership and operation of the Property and to receive all income therefrom accruing through midnight of the day preceding Closing and for Purchaser to bear all expenses and receive all such income accruing thereafter; provided, however, that if Seller and/or any lender of a loan secured by the Property being repaid from sales proceeds at Closing, do not actually receive, in immediately available funds, and by 2:00 p.m. on the Closing Date, all amounts required to be disbursed to them pursuant to a closing statement executed by all parties at Closing, then all Closing adjustments and prorations shall be recalculated and made as of midnight on the next business day immediately following the Closing; provided, further, that the foregoing provision shall not be construed to give either party the right unilaterally and without the agreement of the other party, to extend Closing beyond the scheduled Closing Date, and the failure of either party to consummate Closing on the scheduled Closing Date, at the option, and in the sole discretion, of the non-defaulting party, shall constitute a default hereunder.  All of the provisions contained in this Paragraph 11 shall survive Closing.

12.RISK OF LOSS AND CONDEMNATION.

(a)Seller assumes the risk of any loss or damage to the Property beyond ordinary wear and tear until the Closing Date.  In the event of any insured casualty to the Property, beyond ordinary wear and tear prior to the delivery of the Deed, which does not exceed the Casualty Threshold (as hereinafter defined) Seller, at its sole option, either shall repair the damage to the Property out of any insurance proceeds actually received by Seller as a result of the damage caused by such occurrence, or assign the entire insurance proceeds (including any rent interruption proceeds applicable to the period following the Closing) actually received or to be received by Seller as a result of the damage caused by such occurrence to Purchaser at Closing (less an amount equal to any expenses and costs reasonably incurred by Seller to obtain the proceeds and/or to repair or restore the Property and any portion of such proceeds paid or to be paid on account of the loss of rents or other income from the Property for the period prior to and including the Closing Date, all of which shall be payable to and retained by Seller) without any change in the Purchase Price or in any other terms and conditions hereof and allow as a credit against the Purchase Price, an amount equal to the deductible of any such insurance policy.  If, however, there is any damage or injury caused to the Property, beyond normal wear and tear prior to the delivery of the Deed, which exceeds the Casualty Threshold, whether or not Seller elects to repair and restore, Purchaser may elect to terminate this Agreement by notice to Seller, delivered within thirty (30) days of the casualty occurrence.  If this Agreement is so terminated, there shall be no further obligations hereunder except that Escrow Agent shall return the Deposit to Purchaser in accordance with the provisions of Paragraph 16 hereof, and except for Surviving Obligations.  If Seller elects to repair and/or restore the Property pursuant to this Paragraph 12(a), then Closing shall be postponed for a time sufficient to allow Seller to obtain insurance proceeds and repair and/or restore the Property.  The term “Casualty Threshold” shall mean Two Million Five Hundred Thousand and 00/100 ($2,500,000) Dollars with respect to any individual Real Property or ten (10%) percent of the Purchase Price in the aggregate with respect to all of the Real Property.

(b)If, prior to the Closing, action is initiated to take any material portion of any individual Real Property by eminent domain proceedings or by deed in lieu thereof, Purchaser may (a) terminate this Agreement by notice to Seller, or (b) consummate the Closing, in which latter event, subject to the operation and effect of any mortgage, all of Seller’s assignable right, title and interest in and to the award of the condemning authority shall be assigned to Purchaser at the Closing and there shall be no reduction in the Purchase Price.  For these purposes only, a material portion of any individual Real Property shall mean a loss of a material income producing portion of any individual Real Property, a taking of the main access to such Real Property or a taking of parking relating thereto, other than minor peripheral takings for road widenings and other similar takings.

13.FUTURE OPERATIONS.  From the Effective Date until Closing or earlier termination of this Agreement:

(a)Seller shall comply with the obligations of the landlord under the Leases which Seller is required to carry out and perform prior to the Closing.

(b)Seller shall maintain its existing or comparable casualty and liability insurance with respect to the Property;

(c)Seller shall operate and maintain the Property substantially in accordance with its past practices;

(d)Promptly upon Seller’s execution thereof, but in no event later than three (3) business days prior to the Approval Date, Seller shall provide to Purchaser a copy of any new contract, or any amendment or modification to any existing Contract entered into by Seller during the Due Diligence Period.  Between the Approval Date and Closing, Seller will enter into only those Contracts which Seller believes are necessary to carry out its obligations under Paragraph 13(b) hereof and which shall be cancelable on not more than thirty (30) days’ written notice or without the payment of any termination or other similar fee.  If Seller enters into any such Contract after the Approval Date, Seller shall provide prompt notice thereof to Purchaser and unless Purchaser, within five (5) business days after such Seller’s notice, notifies Seller of Purchaser’s intention not to assume such Contract, the Contract shall be assumed by Purchaser at Closing pursuant to Paragraph 5.

(e)(i)  Promptly upon Seller’s execution thereof, but in no event later than three (3) business days prior to the Approval Date, Seller shall provide to Purchaser a copy of any new Lease, or of any amendment or modification to any existing Lease listed on Exhibit “H” attached hereto, entered into by Seller during the Due Diligence Period.  Between the Approval Date and Closing, without the prior written consent of Purchaser, which consent shall not be unreasonably withheld, delayed or conditioned Seller shall not:  (A) execute any new Lease affecting the Property, or any part thereof; (B) amend any existing Lease listed on Exhibit “H” attached hereto; or (C) terminate or accept the surrender of any Lease; provided, however, that Seller is authorized to accept the termination of any Lease at the end of its existing term and to expand, extend or renew any Lease pursuant to expansion, extension or renewal options contained therein.

(ii)With respect to any request for consent pursuant to Paragraph 13(d)(i), if Purchaser:  (A) shall fail either to consent or to expressly withhold its consent by a notice to Seller which specifically states the reasonable basis for Purchaser’s objection within five (5) business days after Purchaser’s receipt of such request; or (B) unreasonably refuses to grant its consent, then Purchaser shall be deemed to have consented to such request.

(iii)Seller shall make good faith efforts to obtain and deliver to Purchaser, on or before Closing (with estoppel certificates to be sent to Purchaser promptly as they are received) estoppel certificates dated no more than forty-five (45) days prior to the Closing Date [without taking into account any extension of the original Closing Date (x) of thirty (30) or fewer days as elsewhere provided, or (y) due to Purchaser’s failure to close in a timely manner] from:  (A) A&P, Planet Fitness, Walgreens, Rite Aid, Petco (at both the Kinnelon Real Property and Midland Park Real Property), Kings, CVS and Tuesday Morning (the “Major Tenants”), substantially in the form attached hereto as Exhibit “F” or on such Major Tenants’ form in accordance with the terms of their respective Leases; (B) from all tenants occupying a minimum of 4,000 square feet of gross leasable area; and (C) other tenants leasing at least seventy-five (75%) percent of the remaining square footage of the buildings constituting the Real Property (measured by gross leasable square footage of space occupied by tenants) substantially in the form attached hereto as Exhibit “F” or the form required by the terms of their Lease (the estoppels set forth in (B) and (C) being the “Required In-Line Tenants”).  Seller shall request an estoppel certificate from each tenant in accordance with the terms of the applicable Lease, but Seller shall not be obligated to expend any funds (other than nominal printing and delivery costs) in connection with obtaining any such tenant estoppel certificates, and the failure of Seller to obtain any such tenant estoppel certificates shall not be a breach or default hereunder.  Purchaser shall be allowed to assist Seller in obtaining estoppel certificates and Seller shall cooperate reasonably with Purchaser in seeking to obtain the same.

As of the scheduled Closing Date, if the Required In-Line Tenants have not signed and delivered estoppel certificates which, in each case (x) do not contain any information that materially contradicts any representation or warranty of Seller made herein, or the terms of the applicable Lease, and (y) do not disclose a material default on the part of the landlord or the tenant under the applicable Lease) (the “Estoppel Requirement”), then Seller shall execute and deliver a certificate to Purchaser covering such Required In-Line Tenants for which tenant estoppel certificates meeting such requirements have not been signed and delivered (subject to the limitations as hereinafter provided) sufficient (taken together with the tenant estoppel certificates) to satisfy the Estoppel Requirement, which certificate shall be dated the Closing Date, and which shall be subject to the same limitations on liability and survivability set forth in Paragraph 7(c) hereof as apply to the representations and warranties made by Seller, except the Claims Floor shall not apply to any Seller’s certificate, the Survival Period with respect to claims against Seller for common area maintenance charge-related and real estate tax-related errors or omissions in any Seller’s certificate(s) shall end on June 30, 2015, and the Claims Cap with respect to Seller’s certificates shall be Six Hundred Thousand ($600,000.00) Dollars, which cap is inclusive of the Five Hundred Thousand ($500,000.00) Dollar cap set forth in Paragraph 7(c).  Notwithstanding anything herein to the contrary, (I) a Seller’s certificate may be given by Seller for no more than forty (40%) percent of the Required In-Line Tenants, and (II) Purchaser shall have no obligation to accept a Seller’s certificate in lieu of an estoppel certificate from any Major Tenant.  A Seller’s certificate delivered in lieu of a tenant estoppel certificate shall be deemed revoked, null and void, if Seller subsequently delivers to Purchaser, within ninety (90) days after Closing, a tenant estoppel certificate covering the Lease to which Seller’s certificate pertains, which contains substantially the same information as such Seller’s certificate and without materially contradicting any information in such Seller’s certificate.  In the event that all of the estoppel delivery requirements set forth in this Paragraph 13 are not satisfied by the scheduled Closing Date, taking into account Seller’s certificates to the extent allowable hereunder, Seller shall have the option to extend Closing for up to thirty (30) days to satisfy all such estoppel delivery requirements.  In the event the Estoppel Requirement is not met by the scheduled Closing Date (or extended date should Seller elect to extend as aforesaid), taking into account Seller’s certificates to the extent allowable hereunder, then Seller will not be in default by reason thereof, and Purchaser, as its sole option, shall be entitled to terminate this Agreement by notice to Seller given within five (5) business days after the scheduled Closing Date or extended date; provided, however, if the Estoppel Requirement is met at any time prior to the giving of such termination notice by Purchaser as aforesaid, Purchaser shall have no right to terminate this Agreement.  If Purchaser timely terminates this Agreement pursuant to this Paragraph 13(d), the Deposit shall be returned to Purchaser and neither party shall have any further obligations or liability hereunder, except for the Surviving Obligations.

(f)Purchaser shall assume the obligations (including payment) arising from and after the Closing Date under any Contracts which Purchaser must assume, as herein elsewhere provided, and any Contracts designated by Purchaser or deemed designated by Purchaser, during the Due Diligence Period for assumption by Purchaser, including any work for tenant improvements and/or other capital expenditures.  This provision shall survive Closing.

14.NOTICES.  All notices, requests, consents, approvals, responses, waivers or other communications (“notice(s)”) required or permitted to be given hereunder shall be given in writing and shall be delivered (a) by certified mail, postage prepaid, return receipt requested, (b) by a commercial overnight courier that guarantees next business day delivery and provides a receipt, or (c) electronic mail, if followed by the giving of such notice pursuant to one of the other means set forth in this Paragraph 14 before the end of the first business day thereafter.  Such notices shall be addressed as follows:

To Seller: c/o Gabrellian Associates

95 North State Route 17

Paramus, New Jersey 07652

Attention:  Mr. Mark Gabrellian

Email: mark@gabrellian.com

with a copy to: Cole, Schotz, Meisel, Forman & Leonard, P.A.

Court Plaza North

25 Main Street

Hackensack, New Jersey 07602-0800

Attention:  Gary M. Albrecht, Esq.

E-mail: galbrecht@coleschotz.com

Attention:  Richard W. Abramson, Esq.

E-mail:  rabramson@coleschotz.com

To Purchaser: Urstadt Biddle Properties Inc.

321 Railroad Avenue

Greenwich, CT 06830

Attention:  Willing L. Biddle

E-mail:  wbiddle@ubproperties.com

with a copy to: Urstadt Biddle Properties Inc.

321 Railroad Avenue

Greenwich, CT 06830

Attention:  Stephan Rapaglia

E-mail:  srapaglia@ubproperties.com

To Escrow Agent:                    at its address set forth in Paragraph 3 hereof

or to such other address as any party from time to time may specify in writing to the other Parties.  Any notice sent as hereinabove provided shall be deemed effectively given on the date mailed if sent by certified mail, postage prepaid, return receipt requested or by a commercial overnight courier or on the date mailed if sent via electronic mail.  Such notices shall be deemed received: (a) on the date of delivery, if delivered by overnight express delivery service; (b) on the date indicated on the return receipt if mailed, or (c) on the date (and at the time) sent via electronic mail, if sent via electronic mail, subject to the giving of such notice pursuant to one of the other means set forth in this Paragraph 14 before the end of the first business day thereafter.  If any notice mailed is properly addressed but returned for any reason, such notice shall be deemed to be effective notice and to be given on the date of mailing.  Any notice sent by the attorney representing a party shall qualify as notice under this Agreement.

15.DEFAULT; REMEDIES.

(a)If Purchaser shall default in any manner under this Agreement, for any reason other than (i) a default by Seller under this Agreement or (ii) the non-occurrence of any conditions precedent to Purchaser’s obligation to close or perform under this Agreement, which default shall continue for ten (10) days after notice from Seller, then Purchaser shall forfeit to Seller all of its right, title and interest in and to the Deposit paid hereunder; and Purchaser shall have no further liability to Seller (except for the Surviving Obligations).  The parties have agreed that the actual damages suffered by Seller would be extremely difficult or impracticable to ascertain.  After negotiation, the parties have agreed that, considering all the circumstances existing on the Effective Date, the amount of the Deposit is a reasonable estimate of the damages that Seller would incur in such an event and that the aforesaid payment of the Deposit is liquidated damages hereunder and not a penalty.  The provisions of this Paragraph 15(a) shall not limit or affect any of Purchaser’s indemnities as provided in Paragraphs 5 and 18 of this Agreement.

(b)If Seller shall refuse or fail to convey the Property to Purchaser in violation of Seller’s obligations hereunder, for any reason other than (i) a default by Purchaser under this Agreement or (ii) the non-occurrence of any conditions precedent to Seller’s obligation to close or perform under this Agreement, or if Seller otherwise shall be in default of its obligations hereunder, for any reason other than (i) a default by Purchaser under this Agreement or (ii) the non-occurrence of any conditions precedent to Seller’s obligation to close or perform under this Agreement, which default shall continue for ten (10) days after notice from Purchaser, Purchaser, as its sole remedies hereunder, shall have the right to:  (A) terminate this Agreement and receive a return of the Deposit; or (B) seek specific performance; or (C) waive such breach or default and proceed to Closing.  In the event that Purchaser elects to seek specific performance under (B) above, Purchaser shall bring such action within sixty (60) days after the scheduled Closing Date, or else such remedy shall be deemed waived; and unless otherwise expressly required pursuant to this Agreement, in no event shall Seller be obligated to undertake any of the following:  (1) change the condition of the Property or restore the same after any fire or casualty; (2) expend money or post a bond to remove or insure over a Title Defect or encumbrance or to correct any matter shown on a survey of the Property; (3) secure any permit, approval, or consent with respect to the Property or Seller’s conveyance thereof; or (4) expend any money to repair, improve, remediate or alter the Property or any portion thereof.  If Purchaser shall not institute an action for specific performance within sixty (60) days after the scheduled Closing Date, time being of the essence, and Purchaser has not elected to waive such default by Seller, Purchaser shall be deemed to have elected to terminate set forth in (i) above.  Notwithstanding the foregoing, nothing contained in this Paragraph 15(b) will limit Purchaser’s remedies at law or in equity in the event of a breach by Seller of any obligation of Seller which survives Closing.

(c)In no event shall Seller be liable to Purchaser for any punitive, speculative or consequential damages.

16.ESCROW AGENT.

(a)The Deposit shall be held in escrow by Escrow Agent in one or more interest-bearing, federally insured bank accounts selected by Escrow Agent on the terms hereinafter set forth.

(b)When Closing has occurred, Escrow Agent shall deliver the Deposit to Seller.

(c)If Escrow Agent receives a request for the Deposit signed by Seller stating that Purchaser has defaulted in the performance of its obligations under this Agreement, Escrow Agent shall submit (in the manner set forth in Paragraph 14 hereof) a copy of such request to Purchaser.  If Escrow Agent shall not have received notice of objection from Purchaser within five (5) business days after Escrow Agent has forwarded such request, Escrow Agent shall deliver the Deposit to Seller.  If Escrow Agent shall receive a timely notice of objection from Purchaser as aforesaid, Escrow Agent promptly shall submit a copy thereof to Seller.

(d)If Escrow Agent receives a request signed by Purchaser stating that this Agreement has been canceled or terminated, or that Seller has defaulted in the performance of its obligations hereunder, and that Purchaser is entitled to the Deposit, Escrow Agent shall submit (in the manner set forth in Paragraph 14 hereof) a copy of such request to Seller.  If Escrow Agent shall not have received notice of objection from Seller within five (5) business days after Escrow Agent has forwarded such request, Escrow Agent shall deliver the Deposit to Purchaser.  If Escrow Agent shall receive a timely notice of objection from Seller as aforesaid, Escrow Agent promptly shall submit a copy thereof to Purchaser.

(e)Any notice to Escrow Agent shall be sufficient only if given in the manner set forth in Paragraph 14 hereof and received by Escrow Agent within the applicable time period set forth herein.  All mailings and notices from Escrow Agent to Seller and/or Purchaser, or from Purchaser and/or Seller to Escrow Agent, shall be addressed to Escrow Agent and to the Party to receive such notice at its address as set forth in Paragraphs 3 or 14 hereof.

(f)If Escrow Agent receives notice signed by Seller instructing Escrow Agent to pay the Deposit to Purchaser, or if Escrow Agent receives notice signed by Purchaser instructing Escrow Agent to pay the Deposit to Seller, Escrow Agent shall deliver the Deposit in accordance with such instructions.

(g)If Escrow Agent shall have received a notice of objection as provided for in Paragraphs 16(c) or 16(d) hereof within the time therein prescribed, Escrow Agent shall not comply with any requests or demands it may have received it and shall continue to hold the Deposit until Escrow Agent receives either:  (i) a written notice signed by both Seller and Purchaser stating who is entitled to the Deposit; or (ii) a final order of a court of competent jurisdiction directing disbursement of the Deposit in a specific manner; in either of which events, Escrow Agent then shall disburse the Deposit in accordance with such notice or order. Escrow Agent shall not be or become liable in any way or to any person for its refusal to comply with any such requests or demands until and unless it has received a direction of the nature described in (i) or (ii) above.

(h)Notwithstanding the foregoing provisions of Paragraph 16(g) above, if Escrow Agent shall have received a notice of objection as provided for in Paragraphs 16(c) or 16(d) hereof within the time therein prescribed, or shall have received at any time before actual disbursement of the Deposit a notice from either Seller or Purchaser advising that litigation between Seller and Purchaser over entitlement to the Deposit has been commenced, or otherwise shall believe in good faith at any time that a disagreement or dispute has arisen between the Parties hereto over entitlement to the Deposit (whether or not litigation has been instituted), Escrow Agent shall have the right, upon notice to both Seller and Purchaser, (i) to deposit the Deposit with the Clerk of the Court in which any litigation is pending, and/or (ii) to take such affirmative steps, at its option, as it may elect in order to terminate its duties as Escrow Agent, including, but not limited to, the depositing of the Deposit with a court of competent jurisdiction and the commencement of an action for interpleader, the costs thereof to be borne by whichever of Seller or Purchaser is the losing party, and thereupon Escrow Agent shall be released of and from all liability hereunder except for any previous gross negligence or willful default.

(i)Escrow Agent shall have the right to represent Seller in any dispute between the parties relating to the Deposit, any other aspect of this Agreement or otherwise.

(j)Escrow Agent shall have no duty to invest all or any portion of the Deposit during any period of time Escrow Agent may hold the same prior to disbursement thereof except in one or more interest-bearing accounts as aforesaid, and any disbursements or deliveries of the Deposit required herein to be made by Escrow Agent shall be with such interest, if any, as shall have been earned thereon.

(k)Escrow Agent shall be under no obligation to deliver any instrument or documents to a court or take any other legal action in connection with this Agreement or towards its enforcement, or to appear in, prosecute or defend any action or legal proceeding which, in Escrow Agent’s opinion, would or might involve it in any cost, expense, loss or liability unless, as often as Escrow Agent may require, Escrow Agent shall be furnished with security and indemnity satisfactory to it against all such costs, expenses, losses or liability.

(l)Escrow Agent shall not be liable for any error or judgment or for any act done or omitted by it in good faith, or for any mistake of fact or law, and is released and exculpated from all liability hereunder except for willful misconduct or gross negligence.

(m)Escrow Agent’s obligations hereunder shall be as a depositary only, and Escrow Agent shall not be responsible or liable in any manner whatever for the sufficiency, correctness, genuineness or validity of any notice, written instructions or other instrument furnished to it or deposited with it, or for the form of execution thereof, or for the identity or authority of any person depositing or furnishing same.

(n)Escrow Agent shall not have any duties or responsibilities except those set forth in this Agreement and shall not incur any liability in acting upon any signature, notice, request, waiver, consent, receipt or other paper or document believed by it to be genuine, and Escrow Agent may assume that any person purporting to give any notice or advice on behalf of any Party in accordance with the provisions hereof has been duly authorized to do so.  Seller and Purchaser hereby jointly and severally agree to indemnify and to hold and save Escrow Agent harmless from and against any and all loss, damage, cost or expense Escrow Agent may suffer or incur as Escrow Agent hereunder unless caused by its gross negligence or willful misconduct.

(o)The terms and provisions of this Paragraph 16 shall create no right in any person, firm or corporation other than the parties hereto and their respective successors and permitted assigns, and no third party shall have the right to enforce or benefit from the terms hereof.

(p)The provisions of this Paragraph 16 shall survive Closing or the termination of this Agreement for any reason.

17.ASSIGNMENT.  Purchaser shall neither assign its rights nor delegate its obligations hereunder without obtaining Seller’s prior written consent, which consent may be granted or withheld in Seller’s sole discretion.  Notwithstanding anything to the contrary contained in this Paragraph 17, Purchaser may assign, at Closing (and at no time prior thereto), all of its rights and delegate all of its obligations hereunder to any Affiliate (as hereinafter defined) of Purchaser which is under the control of Purchaser.  In connection with any assignment permitted or consented to hereunder, such assignee shall assume in writing all of the assignor’s obligations under this Agreement in form and substance satisfactory to Seller, provided that Purchaser originally named herein shall not be relieved from its obligations under this Agreement.  Any other purported or attempted assignment or delegation without obtaining Seller’s prior written consent or not otherwise permitted hereunder shall be void and of no effect.  Any change in control of Purchaser or of any of the direct or indirect ownership interests in Purchaser, at any level or tier of ownership, whether in one transaction or a series of transactions, shall constitute an assignment for purposes of this Paragraph 17.  For purposes of this Paragraph 17, the term: (a) “Affiliate” means: (i) any corporation in which Purchaser or any partner, shareholder, member of Purchaser directly or indirectly owns or controls more than fifty one percent (51%) of the beneficial interest, (ii) any partnership, joint venture or limited liability company in which Purchaser or any partner, shareholder, member of Purchaser is a partner, joint venturer or member, (iii) any trust in which Purchaser or any partner, shareholder, member of Purchaser is a trustee or beneficiary; and (b) “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of the entity in question, whether through the ownership of voting stock, by contract or otherwise.  No consent given by Seller to any transfer or assignment of Purchaser’s rights or obligations hereunder shall be construed as a consent to any other transfer or assignment of Purchaser’s rights or obligations hereunder.  No transfer or assignment in violation of the provisions hereof shall be valid or enforceable.

18.BROKERAGE.  Neither Seller nor Purchaser has authorized any broker or finder to act on Seller’s or Purchaser’s behalf in connection with the sale and purchase hereunder and neither Seller nor Purchaser has dealt with any broker or finder purporting to act on behalf of any other party.  Purchaser agrees to indemnify and hold harmless Seller from and against any and all claims, losses, damages, costs or expenses of any kind or character arising out of or resulting from any agreement, arrangement or understanding alleged to have been made by Purchaser or on Purchaser’s behalf with any broker or finder in connection with this Agreement or the transaction contemplated hereby, together with any and all losses, damages, costs and expenses, including reasonable attorneys’ fees and disbursements and expert fees, relating to such claims or arising therefrom or incurred by Seller in connection with this indemnification provision.  Seller agrees to indemnify and hold harmless Purchaser from and against any and all claims, losses, damages, costs or expenses of any kind or character arising out of or resulting from any agreement, arrangement or understanding alleged to have been made by Seller with any broker or finder in connection with this Agreement or the transaction contemplated hereby, together with any and all losses, damages, costs and expenses, including reasonable attorneys’ fees and disbursements and expert fees, relating to such claims or arising therefrom or incurred by Purchaser in connection with this indemnification provision.  In the event that by settlement or otherwise any monies or other consideration is awarded to or turned over  as a result of a commission claim, it is the intention of the parties hereto that the indemnifying party shall be solely responsible therefor.  The provisions of this Paragraph 18 shall survive Closing or the termination of this Agreement.

19.CONFIDENTIALITY.  Purchaser agrees that, unless Seller otherwise agrees in writing, all of the Proprietary Information is and shall be deemed and treated by Purchaser and all of the Releasors as proprietary, privileged and confidential and neither Purchaser nor any Releasor shall disclose same to any other person except those Releasors assisting Purchaser with the transaction contemplated herein, or Purchaser’s lender, if any, attorneys and consultants and then only on a need-to-know basis, and upon Purchaser or Releasor making each such person aware of the confidentiality restrictions set forth herein and procuring such person’s agreement to be bound thereby.  Notwithstanding the foregoing, Purchaser shall not be deemed to have violated the provisions of this Paragraph 19 if Purchaser or any Releasor is required to disclose any Proprietary Information pursuant to a judicial order validly issued and served upon Purchaser or any Releasor by a court with competent jurisdiction over the Property and the Proprietary Information which is the subject of such order and Purchaser:  (i) promptly, and in no event less than five (5) business days after Purchaser’s or any Releasor’s receipt of such court order, delivers a copy of same, together with any notices or other documents which were served on Purchaser or any Releasor with such court order, to Seller; and (ii) cooperates in any effort (provided that neither Purchaser nor any Releasor thereby is placed in breach of such court order) instituted by Seller to prevent such disclosure.  In the event the purchase and sale contemplated hereby fails to close for any reason whatsoever, Purchaser agrees to deliver to Seller, or cause to be delivered to Seller, upon Seller’s request, all Proprietary Information in the possession of Purchaser and/or any Releasor(s) and any Proprietary Information for any purpose other than to determine whether Purchaser shall proceed with the contemplated purchase, or if the purchase and sale is consummated, in connection with the operation of the Property post-Closing.  Purchaser, on behalf of itself and the Releasors, agrees to indemnify Seller and each of the Seller Parties against all costs, claims and damages, including attorneys’ fees, suffered or sustained as the result of a breach by Purchaser or any of the Releasors of the covenants contained in this Paragraph 19.  All obligations of Purchaser and Releasors under this Paragraph 19 shall be referred to as the “Confidential Obligations”.  Notwithstanding any other term of this Agreement, the provisions of this Paragraph 19 shall survive the termination of this Agreement, but such provisions shall not survive Closing.

20.SURVIVING OBLIGATIONS.  The term “Surviving Obligations” as used herein shall mean, collectively, the Indemnity Obligations, the Confidentiality Obligations and the indemnities set forth in Paragraphs 5 and 18 hereof, together with other obligations of the parties which expressly survive the termination of this Agreement for any reason.

21.ENTIRE AGREEMENT.  This Agreement constitutes the final and entire agreement between the parties and neither party shall be bound by any terms, conditions, statements, warranties or representations, oral or written, not contained herein.  All understandings and agreements heretofore made between the parties are merged in this Agreement, which alone fully and completely expresses the agreement of the parties and may not be changed, modified, varied or terminated except by a written instrument signed by the parties or their respective counsel.  Except as and to the extent expressly provided herein, none of the terms and provisions of this Agreement shall survive the delivery of the Deed and all such terms and provisions of this Agreement shall be merged into the Deed.

22.BINDING EFFECT.  This Agreement shall be binding upon and shall inure to the benefit of Seller and Purchaser and their respective successors and assigns, except as otherwise provided herein.

23.CONSTRUCTION.  The interpretation, construction and performance of this Agreement shall be governed by the laws of the State of New Jersey, without regard to principles of conflict of laws.

24.FURTHER ASSURANCES.  Each party, at any time and from time to time, shall execute, acknowledge when appropriate, and deliver such further instruments and documents and take such other action as reasonably may be requested by the other Party in order to carry out the intent and purpose of this Agreement; provided, however, that the requested modifications shall be ministerial in scope and, without limitation, shall not:  (i) modify or alter in any form or manner the monetary obligation of either party hereto; or (ii) materially increase any non-monetary obligations or materially and adversely affect the rights (monetary or non-monetary) of either party under this Agreement, as determined by the affected party in its reasonable judgment.  Further, Seller:  (i) shall not be obligated to agree in any form or manner, to any additional indemnity agreements or any representations, warranties or guaranties which are not already expressly agreed upon in this Agreement; (ii) shall not be obligated to agree to any changes to the environmental agreements set forth herein or in any other document; and (iii) shall not allow others to act as attorney-in-fact for Seller.  The provisions of this Paragraph 24 shall survive Closing or the termination of this Agreement for any reason.

25.CAPTIONS.  The captions preceding the paragraphs of this Agreement are intended only as a matter of convenience and for reference and in no way define, limit or describe the scope of this Agreement or the intent of any provision hereof.

26.WAIVER OF CONDITIONS.

(a)Purchaser and Seller each shall have the right, in the sole and absolute exercise of its discretion, to waive any of the terms or conditions of this Agreement which are strictly for its respective benefits and to complete Closing in accordance with the terms and conditions of this Agreement which have not been so waived.  Unless otherwise specifically provided herein, any such waiver shall be effective and binding only if made and delivered at or prior to Closing.

(b)No waiver by either party of any failure or refusal by the other party to comply with its obligations hereunder shall be deemed a waiver of any other or subsequent failure or refusal by the other party so to comply.

27.SEVERABILITY.  If any term or other provision of this Agreement is invalid, illegal, or incapable of being enforced by any rule of law or public policy, all of the other conditions and provisions of this Agreement will nevertheless remain in full force and effect, so long as the economic or legal substance of the transactions contemplated hereby is not affected in any adverse manner to either party.  Upon such determination that any term or other provision is invalid, illegal, or incapable of being enforced, the parties hereto will negotiate in good faith to modify this Agreement so as to reflect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

28.GENDER.  As used in this Agreement, the masculine gender shall include the feminine or neuter genders and the neuter gender shall include the masculine or feminine genders, the singular shall include the plural and the plural shall include the singular, wherever appropriate to the context.

29.NO PUBLIC DISCLOSURE.  Prior to Closing, all press releases or other dissemination of information to the media or responses to requests from the media for information relating to the transaction contemplated herein shall be subject to the prior consent of both parties hereto.  After Closing, this covenant shall terminate and no longer be binding on either party.

30.NO PARTNERSHIP.  Nothing contained in this Agreement shall be construed to create a partnership or joint venture between the parties or their successors in interest.

31.TIMING PROVISION.  TIME IS OF THE ESSENCE for the giving of all notices required under this Agreement to be given by a date certain, including, by way of example, but not limitation, any Due Diligence Termination Notice, Purchaser Title Notice and Subsequent Title Notice.  Except as provided in Paragraph 4 above, whenever action must be taken (including the giving of notice, the delivery of documents or the funding of money) under this Agreement, prior to the expiration of, by no later than or on a particular date, such action must be completed by 5:00 p.m. (Eastern Standard Time) on such date.

32.RECORDATION.  This Agreement does not convey any interest in real property and no lien or encumbrance shall arise against the Property as a result of this Agreement or any monies deposited hereunder.  Neither this Agreement nor any affidavit or memorandum concerning it will be recorded and any recording of this Agreement or any such affidavit or memorandum by Purchaser will be deemed a default by Purchaser hereunder.

33.PROPER EXECUTION.  The submission by Seller to Purchaser of this Agreement in an unsigned form shall be deemed to be a submission solely for Purchaser’s consideration and not for acceptance and execution.  Such submission shall have no binding force and effect, shall not constitute an option or an offer, and shall not confer any rights upon Purchaser or impose any obligations upon Seller irrespective of any reliance thereon, change of position or partial performance.  The submission by Seller to Purchaser of this Agreement for execution by Purchaser and the actual execution thereof and delivery to Seller by Purchaser similarly shall have no binding force and effect on Seller unless and until Seller shall have executed this Agreement and the Deposit shall have been received by Escrow Agent.

34.BUSINESS DAYS. If any date herein set forth for the performance of any obligations by Seller or Purchaser or for the delivery of any instrument or notice as herein provided should fall on a Saturday, Sunday or Legal Holiday (as hereinafter defined), the compliance with such obligations or delivery shall be deemed acceptable on the next business day following such Saturday, Sunday or Legal Holiday.  As used herein, the term “Legal Holiday” shall mean any local or federal holiday on which post offices are closed in the jurisdiction in which the Property is located.

35.LIKE-KIND EXCHANGE.

(a)Purchaser, at the request of Seller, agrees to cooperate reasonably with Seller so that Seller may dispose of the Property in a transaction intended to qualify in whole or in part as a tax-deferred exchange pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended (the “Tax Code”).  In order to implement such exchange:  (a) Seller, upon notice to Purchaser, shall assign its rights, but not its obligations, under this Agreement to a third party designated by Seller to act as a qualified intermediary (as such phrase is defined in applicable regulations issued under the Tax Code); (b) Purchaser shall, and hereby agrees to, acknowledge such assignment and make all payments due hereunder to or as may be directed by such intermediary; and (c) at Closing, Seller shall convey the Property directly to Purchaser; provided, however, that:  (i) Purchaser’s cooperation shall be limited to the actions specifically contemplated by the preceding sentence; (ii) none of Purchaser’s rights or obligations hereunder shall be affected or modified in any way, nor shall any time periods contained herein be affected in any way; (iii) Purchaser shall have no responsibility or liability to Seller or any other person for the qualification of Seller’s purported exchange transaction under Section 1031 of the Tax Code other than as a result of Purchaser’s failure to perform the actions specifically contemplated in this Paragraph; and (iv) Purchaser shall not be required to incur any additional expense (unless reimbursed by Seller) or liability (other than to a de minimis extent) as a result of such cooperation, exchange or assignment.  Seller hereby agrees to and shall save, defend, indemnify and hold Purchaser harmless from and against any and all liability incurred by Purchaser as a result of any such cooperation, exchange or assignment.

(b)Seller, at the request of Purchaser, agrees to cooperate reasonably with Purchaser to structure this transaction so that it qualifies, in whole or in part, pursuant to the tax-deferred exchange provisions of Section 1031 of Tax Code.  In order to implement such structure: (i) Purchaser, upon notice to Seller, may assign its rights, but not its obligations, under this Agreement to a third party designated by Purchaser to act as a qualified intermediary; (ii) Seller agrees to acknowledge such assignment and to accept payment of all or a portion of the Purchase Price from the qualified intermediary; and (iii) at Closing, Seller shall convey the Property directly to Purchaser or to the qualified intermediary, as the case may be, provided, however that; (w) Seller’s cooperation shall be limited to the actions specifically contemplated by the preceding sentence; (x) none of the rights or obligations of Seller or Purchaser hereunder shall be affected or modified in any way, nor shall any time periods contained herein be affected in any way; (y) Seller shall have no responsibility or liability to Purchaser or any other person for the qualification of Purchaser’s purported exchange transaction under Section 1031 of the Tax Code, other than solely as a result of Seller’s failure to perform the actions specifically contemplated by in this Paragraph 35(b); and (z) Seller shall not be required to incur any additional expense or liability as a result of such cooperation, exchange or assignment.  Additionally, Seller agrees to reasonably cooperate post-Closing with Purchaser’s auditors in connection with the review of any of Seller’s property operating statements that may be required in order for Purchaser to meet public company reporting obligations.  Purchaser hereby agrees to and shall save, defend, indemnify and hold Seller harmless from and against any and all liability incurred by Seller as a result of any such cooperation, exchange or assignment.

(c)The provisions of this Paragraph 35 shall survive Closing.

36.LIMITED LIABILITY.  Notwithstanding anything to the contrary contained in this Agreement, none of the employees, directors, officers, members, partners, managers, principals, consultants, shareholders, advisors, attorneys or agents of Seller or Seller Parties, or any other person or entity, shall have any personal liability or obligation whatsoever for obligations entered into by or on behalf of Seller.  The provisions of this Paragraph 36 shall survive Closing or termination of this Agreement.

37.NO ELECTION BY SELLER.  Each right of Seller provided for in this Agreement shall be cumulative and shall be in addition to every other right provided for in this Agreement or now or hereafter existing at law or in equity, by statute or otherwise, and the exercise or beginning of the exercise by Seller of any one or more of such rights shall not preclude the simultaneous or later exercise by Seller of any or all other rights provided for in this Agreement or now or hereafter existing at law or in equity, by statute or otherwise.

38.NO THIRD PARTY BENEFICIARY.  The provisions of this Agreement are not intended to benefit any third parties.

39.EQUITABLE OWNERSHIP.  Prior to the conveyance of the Property hereunder, Purchaser shall not acquire, obtain or assume any equitable ownership of or title to the Property by reason of this Agreement.

40.PREPARATION OF AGREEMENT.  This Agreement shall not be construed more strongly against either party regardless of who is responsible for its preparation.

41.EXHIBITS:  All Exhibits referred to herein are a part of the Agreement.

42.COUNTERPARTS AND ELECTRONIC SIGNATURES.  This Agreement may be executed in multiple counterparts, each of which, when assembled to include an original signature for each party contemplated to sign this Agreement, will constitute a complete and fully executed original.  All such fully executed original counterparts will collectively constitute a single agreement.  Signatures transmitted by fax or electronic mail (in portable data format (PDF)) are also permitted as binding signatures to this Agreement.

43.BULK SALES TAX.  Purchaser shall have the right to comply with N.J.S.A. 54:32B-22(c) and N.J.S.A. 54:50-38 by delivering a Notification of Sale, Transfer, or Assignment in Bulk (Form C-9600) (the “Tax Notification”) to the Director of the Division of Taxation of the State of New Jersey Department of the Treasury (the “Director”) (together with a copy of this Agreement) by certified mail or overnight delivery at least ten (10) business days prior to the Closing.  At least fifteen (15) business days prior to the Closing, Seller shall execute and deliver to Purchaser a completed Asset Transfer Tax Declaration (TTD).  Seller shall cooperate with Purchaser in connection with such compliance and shall provide all information necessary for Purchaser to complete the Tax Notification.  If the Director informs Purchaser that a possible claim for taxes, including any interest and penalties thereon, exists (the “Claim”) and the amount thereof (the “Deficiency”), then Purchaser and Seller shall close as scheduled and without delay, and Purchaser shall withhold the portion of the Purchase Price equal to the amount of the Deficiency (the “Tax Escrow”), which Tax Escrow shall be held in escrow by the Escrow Agent (which, for purposes of the Tax Escrow, will also be called in this Agreement the “Bulk Sales Tax Escrowee”).  The terms and conditions of such escrow shall be those set forth in this Paragraph 43, together with (to the extent not inconsistent with this Paragraph 43) the other protections for the Escrow Agent that are expressly set forth elsewhere in this Agreement.  If, after the Closing, the Director requests payment of all or any portion of the Deficiency from the Tax Escrow, then Bulk Sales Tax Escrowee shall release to the Division of Taxation such amount from the Tax Escrow.  If the Director informs Purchaser that the Deficiency has been fully paid or that Purchaser has no further liability for the Deficiency, and the Director issues a tax clearance letter to Purchaser authorizing the release of the Tax Escrow (or any remaining portion thereof), then Purchaser shall direct Bulk Sales Tax Escrowee to release such escrowed funds to Seller.  If the Director gives notice to Purchaser that Seller is liable for taxes, including interest and penalties thereon, in an amount that is greater than the Tax Escrow, Seller shall promptly pay the difference to the Division of Taxation and shall provide Purchaser with evidence thereof.  Notwithstanding anything to the contrary contained herein, Seller shall have the right to negotiate with the Director regarding the Claim and the Deficiency; provided, however, that (i) Purchaser and Bulk Sales Tax Escrowee shall be entitled to comply with all instructions of the Director, and (ii) the Closing shall not be delayed as a result thereof.  This Paragraph 43 shall survive the Closing.

44.ATTORNEYS’ FEES.  If an action is brought to enforce or interpret the provisions and conditions of this Agreement, the substantially prevailing party shall be entitled to recover reasonable attorneys’ fees and costs.

[No Further Text On This Page; Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered by duly authorized persons on the day and year first above written.

SELLER:

KINNELON HYE L.P.

By:  Midpark Hye Corp.,

its General Partner

By: /s/ Mark Gabrellian

Name: Mark Gabrellian

Title:   President

MIDPARK HYE PARTNERS

By:  Midpark Hye Corp.,

its General Partner

By:  /s/ Mark Gabrellian

Name: Mark Gabrellian

Title:   President

POMPTON LAKES HYE PARTNERS

By:  Midpark Hye Corp.,

its General Partner

By:  /s/ Mark Gabrellian

Name: Mark Gabrellian

Title:   President

WYCKOFF HYE PARTNERS

By:  Midpark Hye Corp.,

its General Partner

By:  /s/ Mark Gabrellian

Name: Mark Gabrellian

Title:   President

PURCHASER:

URSTADT BIDDLE PROPERTIES INC.

By:  /s/ James M. Aries

Name:  James M. Aries

Title:  Senior Vice President

JOINDER AND CONSENT OF ESCROW AGENT

An original, fully executed copy of this Agreement, together with the Deposit, has been received by Escrow Agent this ___ day of ______________, 2014, and by execution hereof Escrow Agent covenants and agrees to be bound by the terms of this Agreement.

STEWART TITLE GUARANTY COMPANY

By:  /s/ Henry Sillcocks

Name:  Henry Sillcocks

Title:  Vice President

LIST OF EXHIBITS

EXHIBIT “A-1”                                Legal Description – Kinnelon Land

EXHIBIT “A-2”                                Legal Description – Midland Park Land

EXHIBIT “A-3”                                Legal Description – Pompton Lakes Land

EXHIBIT “A-4”                                Legal Description – Wyckoff Land

EXHIBIT “B”                                Assignment of Leases and Security Deposits

EXHIBIT “C”                                Bill of Sale

EXHIBIT “D”                                Assignment of Contracts

EXHIBIT “E”                                Tenant Notices

EXHIBIT “F”                                Form of Estoppel Certificate

EXHIBIT “G”                                Permitted Exceptions

EXHIBIT “H”                                Tenant List

EXHIBIT “I”                                  Contracts

EXHIBIT “J”                                  Brokerage Agreements

EXHIBIT “K”                                Litigation

EXHIBIT “L”                                Environmental Reports

EXHIBIT “A-1”

Legal Description – Kinnelon Land

[see attached]

EXHIBIT “A-2”

Legal Description – Midland Park Land

[see attached]

EXHIBIT “A-3”

Legal Description – Pompton Lakes Land

[see attached]

EXHIBIT “A-4”

Legal Description – Wyckoff Land

[see attached]

EXHIBIT “B”

ASSIGNMENT OF LEASES AND SECURITY DEPOSITS

THIS ASSIGNMENT OF LEASES AND SECURITY DEPOSITS (this “Assignment”) is made on _____________, 2014, by and between _________________, a  ____________ (“Assignor”), having an office at ________________________ and ______________, a _______________ (“Assignee”), having an office at ________________________.

FOR AND IN CONSIDERATION of the sum of Ten and 00/100 ($10.00) Dollars and other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, Assignor does hereby sell, assign, transfer and set over unto Assignee all of Assignor’s right, title and interest as landlord in and to: (i) all written leases, licenses, concessions and occupancy agreements of all or any portion of the buildings located on the land described on Schedule 1 annexed hereto and made a part hereof or of any portion of such land, and all renewals, modifications, amendments, guaranties and other security affecting the same (collectively, the “Leases”), as more particularly set forth on Schedule 2 attached hereto and incorporated herein by reference; and (ii) all security deposits, prepaid rentals (if any) and other deposits, together in each case with all interest accrued thereon which is payable to tenants or occupants under Leases, paid or deposited by tenants or occupants under the Leases as set forth on Schedule 2 (collectively, the “Security Deposits”), receipt of which hereby is acknowledged by Assignee (the items described in clauses (i) and (ii) above, collectively, the “Assigned Interest”).

TO HAVE AND TO HOLD the Assigned Interest unto Assignee, its successors and assigns, forever.

This Assignment is made without any warranty or representation by, or recourse, against Assignor of any kind whatsoever except and to the extent expressly set forth in the Agreement of Sale, dated September__, 2014, between Assignor and Assignee (the “Agreement of Sale”).  All capitalized terms used herein and not otherwise defined, shall have the meaning ascribed to such terms in the Agreement of Sale.

Assignee accepts the foregoing assignment and assumes and shall pay, perform and discharge, as and when due, all of the obligations of Assignor under the Leases accruing from and after the date hereof and agrees to be bound by all of the terms and conditions of the Leases, and Assignee further agrees that, as between Assignor and Assignee, Assignee shall be responsible for Landlord Lease Obligations to the extent provided in Paragraph 11(g) of the Agreement of Sale.

Assignee shall indemnify, protect, defend and hold Assignor harmless from and against any and all claims, demands, liabilities, losses, costs, damages or expenses (including, reasonable attorneys’ fees and costs) arising out of or resulting from the Leases and the Security Deposits for the period from and after the Closing Date.

Assignor shall remain liable for all of Assignor’s obligations under the Leases accruing prior to the date hereof.  Subject to the provisions of Paragraph 7(d) of the Agreement of Sale (which provisions are not modified in any way by the following indemnity, except that the Claims Floor shall not apply to such indemnity), Assignor agrees, for the period from and after the Closing Date, to indemnify, protect, defend and hold Assignee harmless from and against any and all claims, demands, liabilities, losses, costs, damages or expenses (including, reasonable attorneys’ fees and costs) arising out of or resulting from the Leases and the Security Deposits relative to the period prior to the date hereof; provided, however, that the foregoing indemnity shall not apply to any all claims, demands, liabilities, losses, costs, damages or expenses relating in any way to the physical, environmental or other condition of the Property (other than a failure to complete prior to the Closing Date any work expressly required to be completed under a Lease listed on Exhibit “H” to the Agreement of Sale) or the compliance or non-compliance of the Property with any legal requirements; and provided further that the foregoing indemnity shall apply solely to claims first raised after the Closing Date and shall survive only for the Survival Period.  Any such claim which Assignee may have at any time against Assignor, whether known or unknown, which is not specifically asserted by written notice to Assignor within such Survival Period shall not be valid or effective, and neither Assignor nor any Seller Parties shall have any liability with respect thereto.

The obligations of Assignor are intended to be binding only on the property of Assignor and shall not be personally binding upon, nor shall any resort be had to, the private properties of any of its trustees, officers, beneficiaries, directors, members, partners or shareholders, or the general partners, officers, directors, members, or shareholders thereof, or any employees or agents of Assignor.

To facilitate execution, this Assignment of Leases may be executed in as many counterparts as may be required.  It shall not be necessary that the signatures on behalf of all parties appear on each counterpart hereof.  All counterparts hereof shall collectively constitute a single agreement, at such time as each party has executed and delivered a copy hereof to the other.

IN WITNESS WHEREOF, this Assignment of Leases has been executed and delivered by duly authorized persons of Assignor and Assignee as of the ____ day of __________________, 2014.

ASSIGNOR:

________________________,

a ________________________

By:                                                                

Name:

Title:

ASSIGNEE:

________________________,

a ________________________

By:                                                                

Name:

Title:

ACKNOWLEDGEMENTS TO

ASSIGNMENT OF LEASES AND SECURITY DEPOSITS

STATE OF                                           )

:  ss.:

COUNTY OF                                           )

On this ____ day of __________________, 20__, before me, the undersigned officer, personally appeared ______________________, who, I am satisfied, are the individuals named in the foregoing instrument as the authorized signatory of ______________________ and, on behalf of ______________________ did acknowledge that they signed, sealed and delivered the foregoing instrument as their voluntary act and deed and as the voluntary act and deed of said ____________________, for the purposes therein contained.

WITNESS my hand and Notarial seal this ____ day of ________________, 20__.

Notary Public

STATE OF                                           )

:  ss.:

COUNTY OF                                           )

On this ____ day of __________________, 20__, before me, the undersigned officer, personally appeared ______________________, who, I am satisfied, are the individuals named in the foregoing instrument as the authorized signatory of ______________________ and, on behalf of ______________________ did acknowledge that they signed, sealed and delivered the foregoing instrument as their voluntary act and deed and as the voluntary act and deed of said ____________________, for the purposes therein contained.

WITNESS my hand and Notarial seal this ____ day of ________________, 20__.

Notary Public

SCHEDULE 1

To Assignment Of Leases and Security Deposits

SCHEDULE 2

To Assignment Of Leases and Security Deposits

EXHIBIT “C”

BILL OF SALE

KNOW ALL PERSONS BY THESE PRESENTS that on this ___ day of _________________ 2014, the undersigned, _________________, a _________________, located at ___________________________ (“Seller”), pursuant to the terms of that certain Purchase and Sale Agreement, dated _________________ (the “Agreement”) between Seller and _________________, a _________________, located at ___________________________ (“Purchaser”), and in consideration for the Purchase Price set forth in the Agreement and other good and valuable consideration all as more particularly set forth in the Agreement, the receipt and sufficiency of which hereby are acknowledged, concurrently with the execution of this Bill of Sale, has conveyed to Purchaser fee title in and to the property set forth on Exhibit A (the “Real Property”) and hereby sells, assigns, transfers, conveys and delivers unto Purchaser absolutely, free and clear of any and all liens, encumbrances or security interests, all of Seller’s right, title, and interest in and to all fixtures, equipment and other articles of personal property attached to or used in the operation of the Real Property, and any replacements or substitutions therefor (all such fixtures, articles and personal property hereinafter being collectively referred to as the “Personal Property”).

TO HAVE AND TO HOLD the same unto said Purchaser, its successors and assigns, forever.

Purchaser acknowledges and agrees that, except as expressly provided herein and in the Agreement, and subject to the limitations contained herein and in the Agreement, Seller has not made, does not make and specifically disclaims any representations, warranties, promises, covenants, agreements or guaranties of any kind or character whatsoever, whether express or implied, oral or written, past, present or future, of, as to, concerning or with respect to (a) the nature, quality or conditions of the personal property, (b) the income to be derived from the Personal Property, (c) the suitability of the personal property for any and all activities and uses which Assignee may conduct thereon, (d) the compliance of or by the personal property or its operation with any laws, rules, ordinances or regulations of any applicable governmental authority or body, (e) the quality, habitability, merchantability or fitness for a particular purpose of any of the Personal Property, or (f) any other matter with respect to the Personal Property.  Purchaser further acknowledges and agrees that, having been given the opportunity to inspect the Personal Property, Purchaser is relying solely on its own investigation of the Personal Property and not on any information provided or to be provided by Assignor, except as specifically provided in the Agreement.  Purchaser further acknowledges and agrees that (a) any information provided or to be provided with respect to the Personal Property was obtained from a variety of sources and that Seller has not made any independent investigation or verification of such information; and (b) the sale of the Personal Property as provided for herein is made on an “as is, where is” condition and basis “with all faults,” except as specifically provided in, and subject to the limitations contained in, the Agreement.

The obligations of Seller are intended to be binding only on the property of Seller and shall not be personally binding upon, nor shall any resort be had to, the private properties of any of its trustees, officers, beneficiaries, directors, members, partners or shareholders, or the general partners, officers, directors, members, or shareholders thereof, or any employees or agents of Seller.

Seller hereby agrees to execute and deliver such further instruments of conveyance, transfer and assignment reasonably acceptable to Purchaser, and to take such other and further action without further consideration, as Purchaser reasonably may request, to evidence conveyance, transfer and assignment of the Personal Property conveyed hereunder, and to assist Purchaser in exercising all rights with regard thereto.

This Bill of Sale shall be binding upon the successors and assigns of Seller and shall inure to the benefit of the successors and assigns of Purchaser.

IN WITNESS WHEREOF, Seller has caused this Bill of Sale to be executed and delivered by duly authorized persons as of the date set forth above.

_________________,

a _________________

By:                                                                

Name:

Title:

ACKNOWLEDGEMENT TO

BILL OF SALE

STATE OF                                           )

:  ss.:

COUNTY OF                                           )

On this ____ day of __________________, 20__, before me, the undersigned officer, personally appeared ______________________, who, I am satisfied, are the individuals named in the foregoing instrument as the authorized signatory of ______________________ and, on behalf of ______________________ did acknowledge that they signed, sealed and delivered the foregoing instrument as their voluntary act and deed and as the voluntary act and deed of said ____________________, for the purposes therein contained.

WITNESS my hand and Notarial seal this ____ day of ________________, 20__.

Notary Public

EXHIBIT “D”

ASSIGNMENT OF CONTRACTS AND INTANGIBLE PROPERTY

THIS ASSIGNMENT OF CONTRACTS AND INTANGIBLE PROPERTY (this “Assignment”), dated as of the _____ day of _______________________, 20__, between ________________________, a ________________________, having an office at ________________________ (“Assignor”), and ________________________, a ________________________, having an office at ________________________ (“Assignee”).

RECITALS:

Assignor, as seller, and ________________________ (“Assignee”), as purchaser, have entered into an [Purchase and Sale Agreement], dated ________________________ (the “Purchase and Sale Agreement”), whereby Assignor has agreed to sell to Assignee, and Assignee has agreed to purchase from Assignor, certain real property with improvements known as ________________________ located in ________________________, ________________________ County, ________________________, and more fully described in Exhibit A, attached hereto (the “Property”).

NOW, THEREFORE, in consideration of the Purchase and Sale Agreement and other good and valuable consideration, the receipt and sufficiency or which hereby are acknowledged, Assignor and Assignee, intending to be legally bound hereby, hereby agree as follows:

1.Assignment.  Assignor hereby assigns and transfers unto Assignee, and its successors and assigns, all of Assignor’s right, title and interest, if any, in and to:

A.all of Assignor’s right, title and interest under certain maintenance, service and other contracts related to the operation of the Property which are listed on  Exhibit B attached hereto and made a part hereof (collectively, the “Contracts”).

B.all unexpired warranties and guaranties in favor of Assignor in effect as of the date hereof with respect to any part of the Property and/or any mechanical equipment on the Property to the extent assignable (except those warranties obtained directly by any tenant of the Property) as set forth on Exhibit C attached hereto and made a part hereof;

C.all licenses and permits relating to the use, occupancy and operation of the Property to the extent assignable, including, but not limited to, those licenses and permits set forth on Exhibit D attached hereto and made a part hereof; and

D.the rights of Assignor to use in connection with the Property the name “_________” and any variant thereof and any trademarks, servicemarks, logotypes and other identifying marks or symbols associated with such name (collectively, the “Intangible Property”).

2.Representations.  This Assignment is made without any warranty or representation by, or recourse, against Assignor of any kind whatsoever except and to the extent expressly set forth herein and in the Purchase and Sale Agreement, to the extent applicable and subject to any limitations thereon as provided in the Purchase and Sale Agreement, which are hereby incorporated by reference.

3.Further Acts.  Assignor and Assignee agree to perform, execute and/or deliver or cause to be performed, executed and/or delivered any and all further acts, assurances and documents as Assignee reasonably may require to perfect Assignee’s interest in the property and rights assigned hereby.

4.Governing Law.  This Assignment and all other instruments referred to herein shall be governed by, and shall be construed in accordance with, the substantive laws of the State in which the Property is located, without regard to principles of conflict of law.

5.Successors and Assigns.  This Assignment and the terms and provisions hereof shall inure to the benefit of, and shall be binding upon Assignor and Assignee and their respective successors and assigns.

6.Limited Liability.  The obligations of Assignor are intended to be binding only on the property of Assignor and shall not be personally binding upon, nor shall any resort be had to, the private properties of any of its trustees, officers, beneficiaries, directors, members, partners or shareholders, or the general partners, officers, directors, members, or shareholders thereof, or any employees or agents of Assignor.

7.Counterparts.  To facilitate execution, this Assignment may be executed in as many counterparts as may be required. It shall not be necessary that the signatures on behalf of all parties appear on each counterpart hereof.  All counterparts hereof shall collectively constitute a single agreement at such time as each party has executed and delivered a copy thereof to the other.

IN WITNESS WHEREOF, Assignor and Assignee have caused this Assignment to be executed and delivered on its behalf by a duly authorized person as of the date first above written.

ASSIGNOR:

________________________,

a ________________________

By:                                                                

Name:

Title:

ASSIGNEE:

________________________,

a ________________________

By:                                                                

Name:

Title:

ACKNOWLEDGEMENTS TO

ASSIGNMENT OF CONTRACTS AND INTANGIBLE PROPERTY

STATE OF                                           )

:  ss.:

COUNTY OF                                           )

On this ____ day of __________________, 20__, before me, the undersigned officer, personally appeared ______________________, who, I am satisfied, are the individuals named in the foregoing instrument as the authorized signatory of ______________________ and, on behalf of ______________________ did acknowledge that they signed, sealed and delivered the foregoing instrument as their voluntary act and deed and as the voluntary act and deed of said ____________________, for the purposes therein contained.

WITNESS my hand and Notarial seal this ____ day of ________________, 20__.

Notary Public

STATE OF                                           )

:  ss.:

COUNTY OF                                           )

On this ____ day of __________________, 20__, before me, the undersigned officer, personally appeared ______________________, who, I am satisfied, are the individuals named in the foregoing instrument as the authorized signatory of ______________________ and, on behalf of ______________________ did acknowledge that they signed, sealed and delivered the foregoing instrument as their voluntary act and deed and as the voluntary act and deed of said ____________________, for the purposes therein contained.

WITNESS my hand and Notarial seal this ____ day of ________________, 20__.

Notary Public

EXHIBIT A

DESCRIPTION OF THE REAL ESTATE

EXHIBIT B

LIST OF CONTRACTS

EXHIBIT C

LIST OF WARRANTIES AND GUARANTIES

EXHIBIT D

LIST OF LICENSES AND PERMITS

EXHIBIT “E”

Tenant Notices

[______________]

 C/O GABRELLIAN ASSOCIATES, LP

95 NORTH STATE ROUTE 17, SUITE 100

PARAMUS, NEW JERSEY, 07652

________________________, 2014

VIA [________________________]

________________________

________________________

________________________

Re: Agreement of Lease, dated as of [________________________] (as amended, the “Lease”), by and between [________________________], as landlord (“Landlord”), and [________________________], as tenant (“Tenant”)

Ladies & Gentlemen:

Reference is made to the Lease.  Pursuant to the Lease, Tenant has leased from Landlord certain premises located in that certain property located at [________________________] (the “Property”).

Landlord hereby notifies Tenant that Landlord is, on the date hereof, conveying and otherwise transferring its interest in the Property to [________________________], a [________________________] (“Purchaser”), including, without limitation, Landlord’s interest in the Lease.

Please be advised that all future rentals and payments under the Lease should be delivered to Purchaser (as the new landlord under the Lease) as follows:

c/o [_________]

[_________]

[_________]

Attention: [__________]

Please be further advised that all future notices and correspondence under the Lease should be delivered to Purchaser (as the new landlord under the Lease) as follows:

c/o [_________]

[_________]

[_________]

Attention: [__________]

with a copy to:

c/o [_________]

[_________]

[_________]

Attention: [__________]

Purchaser hereby notifies Tenant that the new manager for the Property is ____________________.  The contact person is ___________________, who may be reached by telephone at ____________________ or via e-mail at _______________________.

Further, please notify the insurance carrier(s) providing insurance required under your Lease of the foregoing and arrange for the carrier(s) to send to _____________________________ c/o ______________, a revised Certificate of Insurance replacing Seller as the additional named insured with that of __________________ as the additional named insured.  [The name of the Lender named as the other additional named insured should be changed to _________________.]

Please call Purchaser’s representative [_________], at [________], if you have any questions regarding the Lease after the date hereof.

(Signatures on following page)

Very truly yours,

Seller:

[________________________],

a [________________________]

By:_________________________

Name:

Title:

Purchaser:

[________________________],

a [________________________]

By: ______________________________

Name:

Title:

cc:           [Required Notice Parties Under the Lease]

EXHIBIT “F”

Form of Estoppel Certificate

TENANT ESTOPPEL CERTIFICATE

TENANT: ___________________________________________________________ (“Tenant”)

STORE NO: _______ (the "Premises") at ________________________ (the “Shopping Center”)

LEASE:  That certain lease dated as of __________ by and between ______________________, as current landlord (“Landlord”), and ____________________, as Tenant (as the same may have been amended, extended and assigned, the "Lease").

As of the date hereof, Tenant hereby certifies the following:

(a)           Tenant is the present tenant of the Premises pursuant to the Lease.  The Lease has not been modified, amended, extended, or assigned except as set forth on Exhibit A hereto.  The Lease is in full force and effect.  There are no oral agreements between Landlord and Tenant with respect to the Premises.  [The guarantor(s) under the Lease is/are ______________.][There is no guarantor of the Lease.]

(b)           The term of the Lease commenced on ____, and the current term of the Lease expires on ______________, 20__.  [Subject to the terms and conditions of the Lease, Tenant has ___ (_) remaining renewal options of ____ (_) years each.][Tenant has no option to renew or extend the Lease.]

(c)           The current monthly base or minimum rent under the Lease is $_________.  Monthly rent has been paid through _____________, 201_.  No advance monthly rent has been paid other than as may be provided for in the Lease.  No agreement has been made with Landlord that would reduce the monthly rent.

(d)           Tenant pays a pro rata share of common area maintenance charges, taxes and insurance equal to ___% (as more particularly described in the Lease), and Tenant has paid its pro rata share of all such obligations in full through _______________, 201_.  The current estimated monthly payment of common area maintenance charges is $_____, the current estimated monthly payment of taxes is $____, and the current monthly estimated payment of insurance is $___ (if not included with the estimated monthly payment of common area maintenance charges).  No advance payments of such obligations have been made other than as may be provided for in the Lease.  No agreement has been made with Landlord that would reduce Tenant’s pro rata share or any such payment obligations.

(e)           In 201_, Tenant paid percentage rent to Landlord in the total amount of $_______.  If none, state “None”.  For the period of January 1, 201_ through __________, 201_, Tenant has paid percentage rent to Landlord in the amount of $_______.  If none, state “None”.

(f)           The only form of security given under the Lease and not returned to Tenant is a [cash security deposit][letter of credit] in the amount of $ ________.  If no form of security has been given, state “None”: _________.

(g)           As of the date hereof, neither Landlord nor Tenant is in default in the performance of its obligations under the Lease, nor, to Tenant’s knowledge, does any condition exist which with the giving of notice of the passage of time, or both, would constitute a default by Landlord or Tenant, as the case may be, under the Lease, except as follows: ________________________

_____________________________________________________________________________.

(h)           Tenant has accepted possession of the Premises and is now occupying the Premises.  Any improvements required to be made by Landlord have been completed to the satisfaction of Tenant.  Tenant is not entitled to any free rent (other than as may be provided for in the Lease) or rent concessions, and Tenant has commenced the payment of full rent under the Lease.  All tenant inducements and/or allowances owing to Tenant have been paid in full.

(i)           No assignments, subleases, mortgages, or other transfers or any of Tenant's interest in the Lease are currently in effect, except as follows: ____________________________

_____________________________________________________________________________.

(j)           The Lease contains no option to purchase all or any portion of the Shopping Center, nor are there other instruments pursuant to which Tenant has a right to purchase all or any portion of the Shopping Center.  Other than as may be provided for in the Lease, Tenant does not have any option or right of first refusal to lease any additional space at the Shopping Center.

(k)           Tenant has no existing defense, set off, deduction, or claim with respect to the payment of base or minimum rent, additional rent (including common area maintenance charges) or other sums or the performance of its other obligations under the Lease, except as follows: _____________________________________________________________________________

_____________________________________________________________________________.

(l)           No actions, whether voluntary or otherwise are pending against Tenant or any general partner of Tenant (or, to Tenant’s knowledge, threatened against Tenant or any general partner of Tenant) under the bankruptcy laws of the United States or any State thereof.

(m)           Tenant’s current address for the delivery of notices under the Lease is: _________

_____________________________________________________________________________.

(n)           The person signing this Tenant Estoppel Certificate is duly authorized to sign this Tenant Estoppel Certificate on behalf of Tenant.

[Signature page follows.]

The certifications and information contained in this Tenant Estoppel Certificate may be relied upon by Urstadt Biddle Properties Inc. (“UBP”), any successor or assignee of UBP, and any lender with respect to the Shopping Center.

TENANT:

________________________________

By: _____________________________

Name: _____________________

Title: ______________________

Date: ___________ __, 201_

Exhibit A

Complete List of Lease Documents

EXHIBIT “G”

Permitted Exceptions

1.   Building restrictions and zoning regulations and ordinances and amendments and additions thereto adopted by any governmental authority having or asserting jurisdiction thereover, affecting the Property at the date hereof.

2.   Any easement or right of use created in favor of any public utility corporation for electricity, steam, gas, telephone or other service in any street or avenue abutting the Property and the right of said utility companies to use and maintain cables, terminal boxes, lines, service connections, poles, mains and other facilities in, upon and across the Property, provided the same do not materially interfere with the use of the Property.

3.   Any state of facts as an accurate survey may show, provided the same do not render title unmarketable.

4.   Taxes not yet due and payable.

5.   Existing leases, without any Property acquisition rights.

6.   Any other matter disclosed by Purchaser’s title commitment and not objected to by Purchaser.

7.   Applicable provisions of this Agreement.

EXHIBIT “H”

Tenant List

[TO BE INSERTED]

EXHIBIT “I”

Contract List

POMPTON LAKES TOWNE SQUARE

Contracts:

1.   Commercial Access Agreement between Pompton Lakes Hye Partners and Cablevision of Oakland, LLC dated January 5, 2007.

2.   Contractor:                      Tri County Property Maintenance, LLC

Services:                      Landscaping services

3.   Contractor:                      Boltzer Landscaping, Inc.

Services:                      Landscaping services

4.   Contractor:                      Interstate Waste Services

Services:                      Monthly waste pick-up

5.   Contractor:                      K&M Contracting, Inc.

Services: Monthly parking lot sweeping & maintenance

6.   Contractor:                      Merchants Alarm Systems, Inc.

Services:                      Quarterly monitoring of fire alarm

7.   Contractor:                      K&M Contracting, Inc.

Services:                      Sewer inspections and maintenance (4 times per year)

Contractors Used on an “As-Needed” Basis Without a Formal Contract:

8.   Contractor:                      Associated Fire Protection

Services: Inspections and maintains the portable fire protection equipment

9.   Contractor:                      North Jersey Fire Protection Co., Inc.

Services: Inspections, testing and maintenance of wet pipe sprinkler systems

10.   Contractor:                      Haitz Electric Company, Inc.,

Services: Licensed electrical contractor performing inspections and maintenance

11.   Contractor:                      Mullen & Sons Contractors, Inc.

Services:                      Evaluations, maintenance and repairs to roof

12.   Contractor:                      T.P.D. Design Co., Inc.

Services: Plumbing, heating and air conditioning services

CEDAR HILL SHOPPING CENTER

Contracts:

1.   Commercial Access Agreement between Wyckoff Hye Partners and Cablevision of Oakland, LLC dated of November 14, 2005.

2.   Contractor:                      Tri County Property Maintenance, LLC

Services:                      Landscaping and irrigation services

3.   Contractor:                      K&M Contracting, Inc.

Services: Monthly parking lot sweeping & maintenance (7 nights per week)

4.   Contractor:                      Force Termite & Pest Control, Inc.

Services:                      Monthly rodent and insect control services

5.   Contractor:                      Merchants Alarm Systems, Inc.

Services:                      Quarterly monitoring of fire alarm

6.   Contractor:                      K&M Contracting, Inc.

Services:                      Monthly sewer inspections and maintenance

7.   Contractor:                      Brighter Scene, LLC

Services:                      Weekly rest room maintenance

Contractors Used on an “As-Needed” Basis Without a Formal Contract:

8.   Contractor:                      North Jersey Fire Protection Co., Inc.

Services: Inspections, testing and maintenance of wet pipe sprinkler systems

9.   Contractor:                      Haitz Electric Company, Inc.,

Services: Licensed electrical contractor performing inspections and maintenance

10.   Contractor:                      Mullen & Sons Contractors, Inc.

Services:                      Evaluations, maintenance and repairs to roof

11.   Contractor:                      ASC Construction Co., Inc.

Services:                      Construction services

12.   Contractor:                      T.P.D. Design Co., Inc.

Services: Plumbing, heating and air conditioning services at the Cedar Hill Shopping Center

MEADTOWN SHOPPING CENTER

Contracts:

1.   Contractor:                      Tri County Property Maintenance, LLC

Services:                      Landscaping services

2.   Contractor:                      Boltzer Landscaping, Inc.

Services:                      Landscaping services

3.   Contractor:                      K&M Contracting, Inc.

Services: Monthly parking lot sweeping & maintenance

4.   Contractor:                      Merchants Alarm Systems, Inc.

Services:                      Quarterly monitoring of fire alarm

5.   Contractor:                      Force Termite & Pest Control, Inc.

Services:                      Monthly rodent and insect control services

Contractors Used on an “As-Needed” Basis Without a Formal Contract:

6.   Contractor:                      ASC Construction Co., Inc.

Services:                      Construction services

7.   Contractor:                      Haitz Electric Company, Inc.,

Services: Licensed electrical contractor performing inspections and maintenance

8.   Contractor:                      K&M Contracting, Inc.

Services:                      Sewer inspections and maintenance

9.   Contractor:                      Mullen & Sons Contractors, Inc.

Services:                      Evaluations, maintenance and repairs to roof

10.   Contractor:                      T.P.D. Design Co., Inc.

Services: Plumbing, heating and air conditioning services

MIDLAND PARK SHOPPING CENTER

Contracts:

1.   Contractor:                      Tri County Property Maintenance, LLC

Services:                      Landscaping and irrigation services

2.   Contractor:                      Interstate Waste Services

Services:                      Monthly waste pick-up

3.   Contractor:                      K&M Contracting, Inc.

Services: Monthly parking lot sweeping & maintenance (7 nights per week)

4.   Contractor:                      Force Termite & Pest Control, Inc.

Services:                      Monthly rodent and insect control services

5.   Contractor:                      Merchants Alarm Systems, Inc.

Services:                      Quarterly monitoring of fire alarm

6.   Contractor:                      K&M Contracting, Inc.

Services:                      Sewer inspections and maintenance (6 times per year).

Contractors Used on an “As-Needed” Basis Without a Formal Contract:

7.   Contractor:                      Haitz Electric Company, Inc.,

Services: Licensed electrical contractor performing inspections and maintenance

8.   Contractor:                      Mullen & Sons Contractors, Inc.

Services:                      Evaluations, maintenance and repairs to roof

9.   Contractor:                      T.P.D. Design Co., Inc.

Services: Plumbing, heating and air conditioning services

EXHIBIT “J”

Brokerage Agreements

[TO BE INSERTED]

EXHIBIT “K”

Litigation

POMPTON LAKES TOWNE SQUARE

1.   PLHP v. Cocina DeGeePee, LLC, Angel Gonzalez and Anne Gonzalez

Superior Court of New Jersey, Bergen County

Docket No.: BER-L-541-14

2.   Pompton Lakes Hye, L.P. v. DonL Tanning LLC d/b/a Planet Beach Tanning Spa and Don Lowery

Superior Court of New Jersey, Bergen County

Docket No.: BER-L-1188-12

Payments being made directly to Pompton Lakes Hye, L.P. through February, 2015

CEDAR HILL SHOPPING CENTER

1.   Wyckoff Hye Partners v. Martin Eller & Associates

Superior Court of New Jersey, Bergen County

Docket No.: BER-DC-012537-13

DJ-190315-13

Per Settlement, $11,000.00 to be paid at $250.00 per month – October 1, 2013 through May 1, 2017. Payments are being made directly to Wyckoff Hye Partners.

EXHIBIT “L”

Environmental Reports

POMPTON LAKES TOWNE SQUARE

1.   Phase I Environmental Site Assessment prepared by JLC Environmental Consultants, Inc. for Pompton Lakes Hye dated November 19, 1996, JLC Project #96-6163.

CEDAR HILL SHOPPING CENTER

1.   Phase I Environmental Site Assessment prepared by JLC Environmental Consultants, Inc. for Cedar Hills Strip Mall c/o Stealth Contracting Corporation dated October 23, 1996, JLC Project #96-6028-001.

MIDLAND PARK SHOPPING CENTER

1.   Phase I Environmental Site Assessment prepared by JLC Environmental Consultants, Inc. for Michael G. Stingone, Esq. of Winne, Bata, Hetherington, Basralian & Khan, P.C. dated September 10, 2004, JLC Project #04-3452

AMENDMENT TO AGREEMENT OF SALE REGARDING DUE DILIGENCE ITEMS

THIS AMENDMENT TO AGREEMENT OF SALE REGARDING DUE DILIGENCE ITEMS (this “Amendment”), is made as of the 27th day of October, 2014 (“Effective Date”), by and among KINNELON HYE L.P. (“Kinnelon Hye”), MIDPARK HYE PARTNERS (“Midpark Hye”), POMPTON LAKES HYE PARTNERS (“Pompton Lakes Hye”), and WYCKOFF HYE PARTNERS (“Wyckoff Hye”, along with Kinnelon Hye, Midpark Hye and Pompton Lakes Hye referred to herein jointly and severally, as the context requires, as “Seller”), each being a New Jersey limited partnership and having an address at 95 North State Route 17, Paramus, New Jersey 07652, and URSTADT BIDDLE PROPERTIES INC., a Maryland corporation, having an address at 321 Railroad Avenue, Greenwich, Connecticut 06830 (hereinafter referred to as “Purchaser”).

W I T N E S S E T H :

WHEREAS, Seller and Purchaser entered into an Agreement of Sale dated as of September 12, 2014 (the “Agreement of Sale”), with respect to the Property described in said Agreement of Sale; and

WHEREAS, Seller and Purchaser have entered into four (4) separate First Amendment to Agreement of Sale Regarding Environmental Matters dated as of even date herewith pertaining to the Kinnelon Real Property, Midland Park Real Property, Pompton Lakes Real Property and Wyckoff Real Property, respectively (the Agreement of Sale, together with such amendments, being, collectively, the “Agreement”); and

WHEREAS, as a result of matters raised during the Due Diligence Period (as defined in the Agreement), the Seller and Purchaser wish to memorialize certain agreements reached between them.

NOW, THEREFORE, in consideration of the mutual promises herein made, it is agreed as follows:

45.RECITALS.  The recitals set forth above are incorporated by reference as if fully set forth at length herein.

46.CONCLUSION OF DUE DILIGENCE PERIOD.  Purchaser hereby forever waives and relinquishes any right to deliver a Due Diligence Termination Notice to Seller.

47.PURCHASER CREDITS.

(a)VIP Cleaners Lease.  Seller has agreed to allow a credit against the Purchase Price of Thirty-One Thousand Two Hundred and 00/100 Dollars ($31,200.00) at Closing, in consideration for a rent reduction not factored in to Purchaser’s underwriting analysis.

(b)Commissions on Certain Existing Leases.  Seller and Purchaser acknowledge that pursuant to the terms of the Brokerage Agreements Seller is obligated to pay commissions on rents payable during certain renewal periods if hereafter exercised.  Seller hereby agrees to provide a credit against the Purchase Price of Seventy-Four Thousand Three Hundred Five and 01/100 Dollars ($74,305.01) at Closing, which credit is allocated as follows:

House of Thai/Meadtown	$11,491.36
Terrie O’Connor Realtors/Meadtown	$  8,580.00
Christian Health Care/Cedar Hill	$13,501.10
Supercuts/Cedar Hill	$  9,625.00
Arjay Wireless/Midland Park	$12,998.80
GNC/Pompton Lakes	$  8,580.00
Supercuts/Pompton Lakes	$  9,528.75

48.SELLER REIMBURSEMENT.  In accordance with Paragraph 11(g) of the Agreement of Sale, Purchaser hereby agrees to reimburse Seller Forty-five Thousand Three Hundred Seventy-Two and 12/100 Dollars ($45,372.12) at Closing for certain amounts expended in connection with the Landlord Lease Obligations, which reimbursement is broken down as follows:

Cole, Schotz, Meisel, Forman & Leonard, P.A.	$14,896.85
Lapatka Associates, Inc.	$12,295.27
Dahn and Krieger Architects Planners, P.C.	$18,180.00

49.ADDITIONAL SELLER OBLIGATIONS.

(a)Asbestos Abatement.  Seller is in receipt of that certain Pre-Renovation Asbestos Inspection report dated October 15, 2014 from Geo Environmental Co. Inc. to Anthony Shabani citing the presence of asbestos containing materials in Units #14 and 15 (the “Existing ACM”).  Prior to the Closing, Seller shall remove the Existing ACM and shall comply with all applicable state and federal requirements related to asbestos abatement, including notice, reporting, and recordkeeping requirements, and shall provide to Purchaser copies of all required notices and reports, and records in connection with such abatement work.

(b)EFIS Repairs.  Seller is in receipt of that certain Roof Inspections report from Russel Watsky, Inc. dated September 30, 2014 (“Roof Report”).  Prior to Closing, Seller agrees to repair certain damaged EFIS located in the Midland Park Shopping Center cited in #22 and #23 of such Roof Report.  Notwithstanding the foregoing, Seller may forego the performance of said repairs and, in lieu thereof, provide Purchaser a credit against the Purchase Price of Twenty-five Thousand and 00/100 Dollars ($25,000.00) at the Closing.

(c)Municipal Approvals.  Seller agrees that to the extent any municipal approval is required for the sale of the Real Property to Purchaser and to the extent that such approval is conditioned upon Seller remedying any existing violation of law which is not the responsibility of a tenant, Seller shall cure such violation prior to Closing.

(d)Notices of Violation.  Purchaser has provided Seller with four notices attached hereto as Exhibit “M”.  Seller agrees that it shall cure any violations referenced in such notices if the violation pertains to work performed by Seller or its contractor.

(e)Condition of Vacant Spaces.  Seller agrees to deliver any vacant leasable premises within the Real Property in a broom clean condition on the Closing Date, provided, however, that the foregoing shall not apply to any vacant premises which is leased as of the Closing Date and is either subject to work requirements set forth in the applicable lease or in the midst of being renovated pursuant to the applicable lease.

50.SELLER REPRESENTATION.  Seller warrants and represents to Purchaser that, as of the Effective Date, it has no knowledge of any purported default of Seller under any easement agreement affecting the Meadtown Shopping Center.  A breach of the warranty and representation in this Section 6 shall have the same effect and be subject to the same terms and limitations as a breach of a Seller warranty and representation set forth in Paragraph 7(a) of the Agreement of Sale.

51.DIRECTION TO TERMINATE SERVICE CONTRACTS.  Purchaser hereby gives Seller its Service Contract Termination Notice (as defined in Paragraph 5(g) of the Agreement of Sale) of Purchaser’s election to cause Seller to terminate all Terminable Contracts under Exhibit “I” of the Agreement of Sale.

52.A&P/POMPTON LAKES ESTOPPEL  To meet the estoppel delivery requirement set forth in Paragraph 13 of the Agreement of Sale, an estoppel certificate delivered by A&P must state that to A&P’s knowledge (or similar qualification) Seller is not in default of the A&P lease, without A&P asserting a violation of the use restrictions in its lease due to the presence of the “Planet Fitness” in that shopping center.

53.ATTACHMENT OF EXHIBITS.  Exhibits “H” and “J” annexed hereto are hereby deemed to be attached to the Agreement of Sale as if they were set forth therein on the Effective Date of such Agreement of Sale.

54.MISCELLANEOUS.

(a)All capitalized terms used in this Amendment and not otherwise defined or redefined herein shall have the same meanings as previously given in the Agreement.  All capitalized terms which are defined herein and are used in the Agreement shall have the new meanings ascribed to such terms in this Amendment.

(b)Except as herein amended, the Agreement is hereby ratified and confirmed and shall continue in full force and effect, and all of the terms, covenants and conditions contained in the Agreement shall remain in full force and effect.

(c)In the event of any conflict between the terms of the Agreement and this Amendment, the terms of this Amendment shall prevail.

(d)This Amendment may be executed in the manner permitted under Paragraph 42 of the Agreement of Sale.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered by duly authorized persons on the day and year first above written.

[No Further Text On This Page; Signature Page Follows]

SELLER:

KINNELON HYE L.P.

By:           Midpark Hye Corp.,

its General Partner

By: /s/ Mark Gabrellian

Name: Mark Gabrellian

Title:   President

MIDPARK HYE PARTNERS

By:           Midpark Hye Corp.,

its General Partner

By: /s/ Mark Gabrellian

Name: Mark Gabrellian

Title:   President

POMPTON LAKES HYE PARTNERS

By:           Midpark Hye Corp.,

its General Partner

By: /s/ Mark Gabrellian

Name: Mark Gabrellian

Title:   President

WYCKOFF HYE PARTNERS

By:           Midpark Hye Corp.,

its General Partner

By:/s/ Mark Gabrellian

Name: Mark Gabrellian

Title:   President

PURCHASER:

URSTADT BIDDLE PROPERTIES INC.

By: /s/ Willing L. Biddle

Name: Willing L. Biddle

Title: President

EXHIBIT “H”

Tenant List

POMPTON LAKES TOWNE SQUARE

1.   Agreement of Lease between Pompton Lakes Hye Partners and Spylen of Pompton Lakes, L.L.C. dated June 15, 2004; as confirmed by the Memorandum of Lease dated March 16, 2005.

2.   Agreement of Lease between Pompton Lakes Hye Partners, LLC and Vanni, LLC dated September 3, 2004; as confirmed by the Confirmation Agreement dated September, 2005; as assigned by the Assignment and Assumption of Lease dated February 6, 2009; as amended by the First Amendment of Lease dated February 6, 2009 and as guaranteed by the Guaranty dated February 6, 2009.

3.   Amended and Restated Agreement of Lease between Pompton Lakes Hye Partners, L.P. and Pet Valu, Inc. dated August 27, 2013.

4.   Agreement of Lease between Pompton Lakes Hye Partners and Frank’s Pizza of Pompton Lakes, Inc., dated November 30, 2000; as amended by a First Amendment to Lease dated February 8, 2010.

5.   Agreement of Lease between Pompton Lakes Hye Partners and Ardara, L.L.C. dated November 20, 2002; as confirmed by the Confirmation Agreement dated April 17, 2003; as amended by a First Amendment to Lease dated June 30, 2009, Letter Agreement dated December 23, 2010 and Letter Agreement dated March 16, 2012.

6.   Agreement of Lease between Pompton Lakes Hye Partners and Crowne Point, LLC d/b/a One Hour Martinizing dated February 15, 2001; as guaranteed by the Guaranty dated January 9, 2001 and the Guaranty dated November, 2005; as assigned by an Assignment and Assumption and Amendment to Lease dated January 26, 2006; as guaranteed by the Reaffirmation of Guaranty dated January 26, 2006; as amended by a First Amendment to Lease dated November 25, 2009, Second Amendment to Shopping Center Lease Agreement dated June of 2014 and as guaranteed by the Reaffirmation of Guaranty dated July 18, 2014.

7.   Agreement of Lease between Pompton Lakes Hye Partners, L.P. and General Nutrition Corporation, dated October 3, 2013.

8.   Agreement of Lease between Pompton Lakes Hye Partners, L.P. and Wireless Plaza of Wayne, LLC d/b/a Phones for You, dated May 27, 2010.

9.   Agreement of Lease between Pompton Lakes Hye Partners and BKG Corp. dated March 11, 2002; as confirmed by the Confirmation Agreement dated 2003; as amended by the First Amendment to Lease dated April 5, 2010 and the Sublease dated June 25, 2005; as guaranteed by the Guaranty dated November 17, 2005 and Reaffirmation of Guaranty dated November 17, 2005; as further amended by the Sublease dated September 22, 2006; as guaranteed by the Guaranty dated October 12, 2006 and as further amended by the Notice of Lease Extension, dated September 23, 2010.

10.   Agreement of Lease between Pompton Lakes Hye Partners and CM Management, L.L.C. dated August 31, 2001; as guaranteed by the Guaranty (undated); as amended by the First Amendment to Lease dated July 28, 2010; as assigned and amended by the Assignment of Lease By Lessee Assumption of Lessee’s Covenants By Assignee, and Landlord’s Consent to Assignment, Modification of Lease, dated September 28, 2012.

11.   Lease between Pompton Lakes Hye Partners and The Great Atlantic & Pacific Tea Company, Inc. dated September, 1999; as amended by the First Lease Modification Agreement, dated February 10, 2000; as confirmed by the Confirmation Agreement dated November 7, 2000; as amended by the Starbucks Waiver Letter dated December, 2007; Construction Costs Settlement Agreement and Release, dated October 7, 2003; as amended by the Letter Agreements dated September 17, 2001 (missing), August 29, 2003, November 30, 2007 and December 13, 2007 and the Second Amendment to Lease dated July 19, 2011; as amended by the Consent Letter dated June 10, 2013.

12.   Store Lease between Pompton Lakes Hye Partners, L.P. and Commerce Bank/North, dated April 13, 2000; as assigned by the Assignment and Assumption of Lease Agreements dated March 27, 2008; as amended by the Addendum to Request for Consent dated September 26, 2008.

13.   Agreement of Lease between Pompton Lakes Hye Partner, L.P. and Supercuts Corporation Shops, Inc., dated March 4, 2013; as confirmed by the Commencement Date Agreement dated June 18, 2013.

14.   Agreement of Lease between Pompton Lakes Hye Partners and Alfred E. Clark d/b/a/ Clark’s Hallmark, dated March 7, 2003; as confirmed by the Confirmation of Lease dated October 6, 2003; as amended by the Lease Extension Letter, dated March 4, 2008; as assigned by the Assignment and Assumption of Agreement of Lease, dated April 1, 2009; as guaranteed by the Guaranty dated April 1, 2009 and as further amended by the First Amendment to Lease dated April 1, 2009 and the Lease Extension Letter dated April 25, 2014.

15.   Agreement of Lease between Pompton Lakes Hye Partners, L.P. and Pomp-Fit LLC, dated August 31, 2009; as amended by the Addendum to Lease dated September 14, 2009 and as confirmed by the Confirmation Agreement dated February 23, 2010.

16.   Commercial Lease between Pompton Lakes Hye Partners and Starbucks Corporation dated January 14, 2008; as permitted by the A&P Waiver Letter dated November 30, 2007 and the A&P Consent dated December 13, 2007.

CEDAR HILL SHOPPING CENTER

1.   Agreement of Lease between Petruccelli Pasta & Ravioli Company, L.L.C. and Wyckoff Hye Partners dated June 17, 2005; as amended by Letter Agreement dated October 6, 2005; as confirmed by the Confirmation Agreement dated February 9, 2006; as assigned by the Assignment dated July 30, 2008 and the Assignment and Assumption of Lease Agreement, dated August 6, 2008 and as guaranteed by the Reaffirmation of Unconditional Guaranty, dated August 6, 2008.

2.   Agreement of Lease between Ballet Makers, Inc. and Wyckoff Hye Partners dated November 26, 2013; as amended by the Landlord’s Waiver dated November, 2013.

3.   Agreement of Lease between F.J.S. Pizza, L.L.C. and Wyckoff Hye Partners dated May 2, 2006; as confirmed by the Confirmation Agreement dated February 2, 2007.

4.   Agreement of Lease between HMS Global Holdings, LLC and Wyckoff Hye Partners dated April 1, 2012; as amended by Lease Extension dated April 25, 2013 and Lease Extension dated April 11, 2014.

5.   Agreement of Lease between the Wisteria Nails Corp. and Wyckoff Hye Partners, dated May 13, 2013.

6.   Agreement of Lease between Glen Rock Savings Bank and Wyckoff Hye Partners dated May 4, 1998, as amended by the First Amendment to Lease dated November 25, 2002, Second Amendment to Lease dated July 7, 2006, Letter Amendment dated November 30, 2004, Letter Amendment dated June 26, 2006, Letter Amendment dated November 28, 2011, Letter Amendment dated December 15, 2011, Letter Amendment dated January 18, 2012 and Letter Amendment dated January 19, 2012.

7.   Agreement of Lease between Supercuts Corporate Shops, Inc. and Wyckoff Hye Partners dated July 19, 2012; as confirmed by the Commencement Date Agreement dated January 15, 2013.

8.   Agreement of Lease between CHCC CCRC, Inc. and Wyckoff Hye Partners dated June 14, 2006; as confirmed by the Confirmation Agreement dated October 31, 2006; as amended by the Letter Agreement dated March 15, 2007; as further amended by that certain Letter Agreement A, dated March 15, 2007, Letter Agreement B, dated March 7, 2007, Lease Extension Agreement dated June 14, 2006, Lease Extension dated May 8, 2012, and First Amendment to Lease Agreement, dated June 17, 2014.

9.   Agreement of Lease between Community Distributors Inc. and Wyckoff Hye Partners dated April 28, 1995; as amended by the First Amendment to Lease dated August 5, 2010.

10.   Agreement of Lease between Cedar Hill Donuts, LLC and Wyckoff Hye Partners dated May 1, 2003; as confirmed by the Confirmation Agreement dated September 22, 2003; as amended by the Consent and Waiver by owner dated October 3, 2006 and the First Amendment to Lease dated December 29, 2011.

11.   Agreement of Lease between Subway Real Estate Corp. and Wyckoff Hye Partners dated June 27, 2003; as amended by Sublease Agreement dated October 13, 2003; as assigned by the Assignment and Assignment of Sublease dated November 13, 2006; as further assigned by the Assignment and Assumption of Sublease dated January 23, 2008, as further amended by the First Amendment to Lease dated May 22, 2008, as further assigned by the Assignment and Assumption of Sublease, dated January 21, 2010; as subsequently amended by the Renewal Letter dated March 1, 2013 and the Renewal Letter dated June 26, 2013.

12.   Agreement of Lease between International Purification Systems Inc. and Wyckoff Hye Partners, dated June 1, 2001, as amended by Lease Termination Agreement dated June 22, 2001; as further amended by the First Extension Agreement to Lease dated February 16, 2006, and the Second Extension Agreement to Lease, dated June 20, 2007.

13.   Agreement of Lease between Chemical Bank New Jersey and Wyckoff Hye Partners dated August 15, 1994, as amended by the First Amendment to Lease dated February 28, 2005 and the Second Amendment to Lease dated June of 2012.

14.   Agreement of Lease between BR Holistic Healing LLC and Wyckoff Hye Partners dated June 23, 2004, as amended by the First Lease Extension Agreement dated June 25, 2010 and as further amended by the Letter Extension dated September 1, 2013.

15.   Agreement of Lease between National French Cleaners and Wyckoff Hye Partners, dated June 24, 1999; as guaranteed by the Guaranty dated January 1, 1998; as amended by the Agreement to Assign Lease to Lender dated June 24, 1999; as amended by the First Amendment to Lease dated June 10, 2003; as guaranteed by the Guaranty dated June 20, 2005; as further amended by the Letter Extension, dated February 3, 2009 and the Second Amendment to Lease, dated March 2, 2009.

MEADTOWN SHOPPING CENTER

1.   Agreement of Lease between Kinnelon Hye Partners and Vrandavan Inc., dated September 19, 2013.

2.   Agreement of Lease between Kinnelon Hye, L.P. and Kinnelon Gifts, Inc. dated March 31, 1998; as guaranteed by the Guaranty dated March 26, 1998; as confirmed by the Confirmation Agreement dated September, 1998; as amended by the First Amendment to Lease dated November 20, 2001; as assigned by the Consent to Assignment dated November 20, 2001 and the Assignment and Assumption of Lease dated November 21, 2001; as further amended by the Second Amendment to Lease dated June 10, 2004; and Third Amendment to Lease, dated April 1, 2009.

3.   Agreement of Lease between Kinnelon Hye, L.P. and House of Thai, LLC dated May 12, 2014; as guaranteed by the Guaranty dated May 9, 2014.

4.   Store Lease between Kinnelon Hye Partners and Katow Jewelry & Watches, Inc. dated March 23, 2010; as guaranteed by that Guaranty dated April, 2010.

5.   Agreement of Lease between Kinnelon Hye, L.P. and M&J Shoes, LLC dated January 21, 2010, as amended by the Amendment to Lease dated January 21, 2010; as guaranteed by the Guaranty dated January 19, 2010; as assigned by the Assignment of Lease dated February of 2010; as further amended by the Second Amendment of Lease dated July 19, 2010 and Letter Agreement dated May 15, 2012.

6.   Agreement of Lease between Kinnelon Hye Partners and Meadtown Barber Shop dated April 30, 2002; as amended by the Extension Agreement dated May 7, 2007 and First Amendment dated April 5, 2010; as guaranteed by the Guaranty dated September, 2012; as further amended by the Lease Extension Letter dated February 27, 2012 and as assigned by the Assignment and Assumption of Lease Agreement dated September 6, 2012.

7.   Agreement of Lease between Kinnelon Hye Partners and Meadtown Cleaners, Inc. dated July 19, 1994; as assigned by the Assignment and Assumption of Lease and Acceptance of Assignment of Lease dated September 25, 2002; as amended by the First Amendment to Lease and Consent to Assignment dated September 20, 2002; as assigned by the Assignment, Assumption and Amendment of Lease Agreement dated March 7, 2014 and as further amended by the Second Amendment to Lease dated September 30, 2010.

8.   Agreement of Lease between Kinnelon Hye, L.P. and Hung Phi Hoang and Uyen Tu Ta dated March 15, 2000; as assigned by the Assignment and Assumption of Lease dated March 28, 2001; as further assigned by the Assignment and Assumption to Lease Agreement dated April 1, 2007; as amended by the Extension Agreement dated March 2, 2010, and as further assigned by the Assignment and Assumption of Lease dated October 11, 2010 and the Assignment and Assumption of Lease, dated February 27, 2012.

9.   Petco Lease between Kinnelon Hye, L.P. and Petco Animal Supplies Stores, Inc. dated February 26, 2009; as confirmed by the Commencement Date Agreement dated August 3, 2009.

10.   Lease between Meadtown Shopping Center, Inc. and the First National Bank of Butler dated April 9, 1965, as amended by: the Letter Agreement dated April 9, 1965; the Lease Modification and Extension Agreement dated August 18, 1982; the First Amendment to Lease Modification and Extension Agreement dated October 13, 1982; the Lease Extension Letter dated February 28, 1985; the Second Amendment to Lease Modification and Extension Agreement dated August 1, 1995; the Merger Notification Letter dated June 6, 1996;  the Fourth Amendment to Lease, dated February 2, 2005; and the Lease Extension Letter, dated July 29, 2009.

11.   Agreement of Lease between Kinnelon Hye, L.P. and Kinnelon Bagel, Inc. dated August 1, 1996; as amended by the Letter Agreement dated August 30, 1996, the First Amendment to Lease dated May 6, 2002; as assigned by the Assignment and Assumption of Lease Agreement dated October 15, 2004, and as further amended by the Second Amendment to Lease dated October 15, 2004 and the Third Amendment to Lease dated August 19, 2008.

12.   Agreement of Lease between Kinnelon Hye, L.P. and Terconn Kinnelon, LLC dated May of 2012.

13.   Agreement of Lease between Kinnelon Hye, L.P. and Thrift Drug, Inc. dated March 10, 1994, as amended by: the First Amendment to Lease dated November 19, 1996; the Lease Extension Letter dated November 1, 2007, and the Second Amendment to Lease dated August 28, 2012.

14.   Agreement of Lease between Kinnelon Hye, L.P. and Big M, Inc. dated December 18, 2000, as amended by the First Amendment to Lease dated April 11, 2001, the Lease Extension Letter dated March 21, 2011, and as assigned by the Assignment and Assumption of Leases Agreement, dated June 11, 2013; as further amended by the Letter Agreement dated July 25, 2014.

15.   Agreement of Lease between Kinnelon Hye, L.P. and Little South Beach Tanning Spa, LLC on or about August 26, 2009 (Lease to be provided).

MIDLAND PARK SHOPPING CENTER

1.   Agreement of Lease between Midpark Hye Partners and A&A Health Foods, Inc. dated April 1, 1992, as amended by the First Amendment to Lease dated January 3, 1997, the Second Amendment to Lease dated April 29, 2002, the Third Amendment to Lease dated March 15, 2007, the Lease Extension Letter dated February 7, 2012, and as assigned and amended by the Assignment and Assumption and Fourth Amendment to Lease dated May of 2013.

2.   Agreement of Lease between Midpark Hye Partners and Abed Eliya dated September 1, 2003; as amended by the First Amendment to Lease dated August 25, 2008; the Second Amendment to Lease dated April 5, 2010 and the Lease Extension Letter dated May 1, 2014.

3.   Agreement of Lease between Midpark Hye Partners and Arjay Wireless, Inc. of Pennsylvania, dated January 28, 2014; as guaranteed by the Corporate Guaranty dated January 31, 2014.

4.   Agreement of Lease between Midpark Hye Partners and Midland Bagel Emporium Corp., dated May 13, 2013.

5.   Agreement of Lease between Midpark Hye Partners and Delric, Inc., dated October 1, 1998; as amended by the Agreement of Lease between Midpark Hye Partners and Chandel Jewelers dated December 2, 2003; as further amended by the First Amendment to Lease dated December 12, 2008, the First Amendment to Lease dated January 1, 2009, the Lease Extension Letter dated April 28, 2010, the Lease Extension Agreement dated July 13, 2010 and the Third Amendment to Lease, dated August 1, 2011.

6.   Agreement of Lease between Midpark Hye Partners and Community Thrift Shop dated October 7, 1994; as amended by the Extension Agreement to Lease dated September 29, 1998, First Amendment to Lease dated January 13, 1999, Second Extension Agreement to Lease dated December 7, 2001, Third Extension Agreement to Lease dated November 1, 2006 and Fourth Extension Agreement to Lease dated May 23, 2011.

7.   Lease between Midpark Hye Partners and Midland Park CVS, Inc. dated November 10, 1994; as amended by the Letter Agreement dated April 3, 1995; as assigned by the Assignment and Assumption Agreement dated January 1, 2001; as amended by the Lease Renewal dated May 2, 2005, the Lease Renewal dated May 18, 2010, the Letter Notification dated November 30, 2006 and the Lease Renewal dated March 22, 2013.

8.   Agreement of Lease between Midpark Hye Partners and AAHK, Inc. dated October 5, 2008; as guaranteed by the Guaranty dated November 4, 2008 and as amended by the First Amendment to Lease dated June 1, 2011.

9.   Agreement of Lease between Midpark Hye Partners and Merblue Ethos MP, LLC dated July 28, 2005; as amended by the Amendment to Lease dated October 20, 2006 and the Lease Extension Letter dated December 3, 2013.

10.   Agreement of Lease between Midpark Hye Partners and Gamestop, Inc. dated February 13, 2003; as renewed by the Option Letter dated April 6, 2007 and as amended by the First Amendment to Lease, dated January 3, 2013.

11.   Agreement of Lease between Midpark Hye Partners and Grand Ballroom, Inc., dated December 10, 1998, as amended by Lease Renewal Letter, dated July 17, 2003 and the First Amendment to Lease dated December 15, 2008.

12.   Agreement of Lease between Midpark Hye Partners and Hans Richards Salon, dated March 3, 2004; as amended by the Lease Extension Agreement dated February 20, 2009; as guaranteed by the Reaffirmation of Guaranty (undated) and as amended by the Second Lease Extension Agreement dated August 25, 2011.

13.   Agreement of Lease between Midpark Hye Partners and Hudson Savings Bank dated June 4, 2001; as renewed by the Option Letter dated April 28, 2011 and as amended by the Letter Agreement dated December 7, 2012.

14.   Lease Agreement between Midpark Hye Partners and Kings Super Markets, Inc. dated September 28, 1998; as amended by the First Amendment to Lease dated March 30, 1999; as confirmed by the Memorandum of Lease dated July 19, 1999; as further amended by the Second Amendment to Lease dated September 1, 1999 and the Letter Consent dated November 29, 2006.

15.   Agreement of Lease between Midpark Hye Partners and Martinka & Co., Inc. dated May 2, 2005; as extended by the Option Letter dated October 6, 2006 and as amended by the Letter Agreement dated October 20, 2006

16.   Lease between Midpark Hye Partners and M&J Shoes, LLC dated May 6, 2009.

17.   Agreement of Lease between Midland Hye Partners and Evam Corp. dated January 1, 1998; as amended by the First Amendment to Lease dated April 29, 2002, Second Amendment to Lease and Consent to Assignment dated June 20, 2005, Lease Extension Letters dated February 21, 2007 and April 12, 2012 and the Assignment and Assumption to Lease Agreement dated March 31, 2007

18.   Agreement of Lease between Midpark Hye Partners and Miss Patti’s School of Dance dated December 1, 2004; as amended by the First Amendment to Lease dated August 31, 2009 and the Second Amendment to Shopping Center Lease Agreement dated June 24, 2014.

19.   Petco Lease between Midpark Hye Partners and Petco Animal Supplies Stores, Inc. dated April 2, 2014; as confirmed by the Memorandum of Lease dated April 2, 2014.

20.   Lease Agreement between Midpark Hye Partners and Tandy Corporation dated May 27, 1992; as amended by the Date of Possession Agreement dated October 5, 1992; the Lease Extension Letter dated June 13, 2002, the First Amendment to Lease dated May 23, 2007 and the Lease Extension Agreement dated May 31, 2012.

21.   Commercial Lease between Midpark Hye Partners and Starbucks Corporation dated September of 2006 and fully executed on February 27, 2007; as amended by the Letter Agreement dated August 14, 2007.

22.   Agreement of Lease between Midpark Hye Partners and Subway Real Estate Corp. dated December 18, 2001; as confirmed by the Memorandum of Lease dated December 18, 2002; as amended by the Landlord’s Agreement and Waiver of Lease dated January of 2010, the Sublease between Subway Real Estate Corp. and Dumar E and Karen Beltran dated January 31, 2002 and the Letter Agreement dated February 3, 2010; as assigned by the Assignment and Assumption of Sublease dated January 21, 2010 and as extended by the Option Letter dated October 24, 2011.

23.   Agreement of Lease between Midpark Hye Partners and Young Kim dated July 28, 2004; as guaranteed by the Guaranty dated July 21, 2004.

24.   Agreement of Lease between Midpark Hye Partners and Kid’s Clubhouse & Learning Center, Inc. dated December 10, 2009; as assigned by Landlord’s Consent to Assignment dated July 28, 2011; as amended by the First Amendment to Lease dated July 29, 2011 and as guaranteed by the Guaranty dated July 29, 2011.

25.   Agreement of Lease between Midpark Hye Partners and Tuesday Morning, Inc. dated July 14, 2004; as amended by the First Amendment to Lease dated February 26, 2009; as assigned by the Assignment Letter Agreement dated July 28, 2011 (missing).

26.   Agreement of Lease between Midpark Hye Partners and V&T Pizza, Inc. dated March 15, 2011; as amended by the Letter Agreement dated April 28, 2011; as confirmed by the Date of Possession Letter dated July 19, 2011; as further amended by the Amendment to Lease dated April of 2012 and the Confirmation and Amendment to Lease Agreement dated February 2013.

27.   Agreement of Lease between Midpark Hye Partners and Lieth Incorporated dated April 22, 2008; as assigned by the Assignment and Assumption of Lease Agreement dated January 1, 2011 and as amended by the Lease Extension Letter dated August 22, 2012.

28.   Agreement to Lease between Midpark Hye Partners and Wholesale Photo Supply, Inc. dated September 1, 2013; as guaranteed by the Guaranty dated September 1, 2003; as renewed by the Option Letter dated August 27, 2007; as amended by the First Amendment to Lease dated October 25, 2010 and the Letter Agreement dated September 10, 2012.

29. Agreement of Lease between Midpark Hye Partners and The Doctors Office of New Jersey, LLC dated September 12, 2014; as guaranteed by that Guaranty dated September, 2014.

EXHIBIT “J”

Brokerage Agreements

POMPTON LAKES TOWNE SQUARE

1.   Exclusive Listing Agreement between Pompton Lakes Hye Partners and Jeffery Realty, Inc. dated April 17, 2001, as amended by a Letter Extension Agreement, dated May 15, 2012.

CEDAR HILL SHOPPING CENTER

1.   Exclusive Listing Agreement between Wyckoff Hye Partners and Jeffery Realty, Inc. dated March 17, 2005, as amended by a Letter Extension Agreement, dated May 15, 2012.

MEADTOWN SHOPPING CENTER

1.   Exclusive Listing Agreement between Kinnelon Hye, L.P. and Welco Realty, Inc., dated December 27, 1999.

2.   Exclusive Listing Agreement between Gabrellian Associates and Welco Realty, Inc., dated on or about July of 1999 concerning Former A&P Building on Route 23 & Kinnelon Rd., Kinnelon, NJ.

3.   Letter Agreement concerning Brokerage Commission between Gabrellian Associates and Welco Realty, Inc. for Mandees Lease dated April 16, 2001.

MIDLAND PARK SHOPPING CENTER

1.   Exclusive Listing Agreement between Midpark Hye Partners and Welco Realty, Inc., dated March 1, 2002.

2.   Commission Agreement between Gabrellian Associates and A.S. Goldstein Company, Inc., dated February 19, 1999, concerning the Grand Ballroom and Gabrellian Associates lease agreement

EXHIBIT “M”

Notices of Violation

(See Attached)

FIRST AMENDMENT TO AGREEMENT OF SALE REGARDING ENVIRONMENTAL MATTERS – POMPTON LAKES

THIS FIRST AMENDMENT TO AGREEMENT OF SALE REGARDING ENVIRONMENTAL MATTERS (this “First Amendment”), made as of the ____ day of October, 2014, by and between POMPTON LAKES HYE PARTNERS (“Seller”), a New Jersey limited partnership, having an address at 95 North State Route 17, Paramus, New Jersey 07652, and URSTADT BIDDLE PROPERTIES INC., a Maryland corporation, having an address at 321 Railroad Avenue, Greenwich, Connecticut 06830 (hereinafter referred to as “Purchaser”) (Seller and Purchaser being referred to collectively as the “Parties”).

W I T N E S S E T H :

WHEREAS, the Parties (among others) entered into an Agreement of Sale dated as of September 12, 2014 (the “Agreement”) with respect to the Pompton Lakes Real Property (hereinafter, the “Property”), among other properties; and

WHEREAS, in the course of Purchaser’s due diligence it identified the presence of the chlorinated solvent tetrachloroethene (“PCE”) in sub-slab gas sampling at a concentration of 3,783.90 ug/m3 at the VIP Cleaners dry cleaning operation at the Property (“VIP Cleaners Space”), which exceeds the New Jersey Department of Environmental Protection soil gas non-residential screening level of 2,400 ug/m3 (the “Environmental Conditions”); and

WHEREAS, the Parties have agreed to allocate pre- and post-closing responsibility for the further investigation and Remediation (as hereinafter defined), if necessary, of the Environmental Conditions in accordance with the terms of this First Amendment.

NOW, THEREFORE, in consideration of the mutual promises herein made, it is agreed as follows:

55.RECITALS.  The recitals set forth above are incorporated by reference as if fully set forth at length herein.

56.DEFINITIONS.  Capitalized terms used herein that are defined in the Agreement shall, unless defined herein, have the meanings ascribed to them in the Agreement.  In addition to the terms defined elsewhere herein, the following terms shall have the following meanings when used herein:

“CEA” means Classification Exception Area, Well Restriction Area or both, as those terms are defined in Environmental Requirements.

“Engineering Controls” means caps (including all site preparation, grading and subbase material), covers, below grade dikes, below grade trenches, below grade leachate collection systems, “engineering controls” as defined in Environmental Requirements and such similar approaches as may hereafter be available or authorized for use, excluding signs and fencing.

“Institutional Controls” means an administrative mechanism used to limit human activities at or near a contaminated site or to ensure the effectiveness of the remedial action over time, when contaminants remain at a contaminated site at levels or concentrations above the applicable remediation standard that would allow unrestricted use of that property, including,  without limitation, land use restrictions; natural resources use restrictions; CEAs; deed notices regarding the presence of Hazardous Materials; “institutional controls” as defined in Environmental Requirements; and such similar approaches that may hereafter be available or authorized for use.

“LSRP” means Licensed Site Remediation Professional, as defined in N.J.S.A. 58:10C-1 etseq.

“NJDEP” shall mean the New Jersey Department of Environmental Protection or any successor agency.

“Release” means the release, spill, discharge, leak or emission of Hazardous Materials into the environment, but shall not mean the passive migration of Hazardous Materials present in the environment (except that “Release” shall include the passive migration, if any, of the Environmental Conditions).

“Remedial Action Permit” shall have the meaning described in N.J.S.A. 58:10C.

“Remediate” or “Remediation” shall means all necessary actions to investigate and cleanup a Release of Hazardous Materials, including, without limitation, the preliminary assessment, site investigation, remedial investigation, remedial selection and remedial action, as any of the foregoing is defined in the Environmental Requirements.

“Response Action Outcome” or “RAO” shall have the meaning described in N.J.S.A. 58:10C, and shall include any successor or equivalent document created or authorized by NJDEP or the State of New Jersey that is intended to serve as a final remediation document indicating that the Environmental Conditions have been Remediated in accordance with NJDEP requirements.

57.SELLER’S PRE-CLOSING ENVIRONMENTAL OBLIGATIONS.

a.           Seller shall, using commercially reasonable, diligent efforts, and at its sole cost and expense, commence and complete prior to the Closing all tasks necessary to confirm the presence (or lack thereof) of PCE and/or degradation products of PCE (the “Dry Cleaner Solvents”) in the sub-slab gas in the vicinity of the VIP Cleaners Space (the “Pre-Closing Investigation”).  The Parties shall work cooperatively to develop the scope of the Pre-Closing Investigation, which shall include a minimum of three (3) sub-slab gas sampling locations and shall be subject to Purchaser’s consent (not to be unreasonably withheld).  Seller shall notify Purchaser no less than three (3) business days prior to any on-site investigatory work to implement the Pre-Closing Investigation, and Purchaser shall have the right, but not the obligation, to observe such Pre-Closing Investigation at Purchaser’s sole cost and expense.  Seller shall retain an LSRP to undertake the Pre-Closing Investigation.  In the event Seller’s LSRP determines that such Pre-Closing Investigation confirms the presence of Dry Cleaner Solvents in the sub-slab gas in the vicinity of the VIP Cleaners Space, Seller shall promptly notify the NJDEP with respect to this matter, and the Parties shall proceed with their respective Post-Closing Environmental Obligations and all associated requirements set forth in the remainder of this First Amendment.  In the event such Pre-Closing Investigation establishes that there are no Dry Cleaner Solvents present in sub-slab gases beneath the VIP Cleaners Space at levels exceeding the NJDEP’s soil gas non-residential screening level for such Dry Cleaner Solvent(s), or that all Dry Cleaner Solvents detected in the sub-slab gases derive from above-grade operations only and not from Releases, then at the Closing Seller shall deliver to Purchaser a letter from its LSRP, on which Purchaser can rely, stating such determination and that, pursuant to the NJDEP Technical Requirements for Site Remediation, no further investigation or Remediation is required with respect to this issue.

b.           The Parties acknowledge that a Deed Notice, dated May 21, 1999, has been recorded for the Property by a prior owner of the Property, Artistic Identification Systems, Inc., for which Seller shall, at its sole cost and expense, prior to Closing, apply for a Remedial Action Permit, and Seller shall be responsible for prosecuting the application and delivering to Purchaser the Remedial Action Permit, whether before or after Closing.  Seller shall be solely responsible for any fines or penalties issued by the NJDEP pertaining to Seller’s actions or omissions prior to Closing with regard to the Deed Notice, the Remedial Action Permit application or the Remedial Action Permit.

c.           In the event such Pre-Closing Investigation establishes that there are no Dry Cleaner Solvents present in the sub-slab gases beneath the VIP Cleaners Space at levels exceeding the NJDEP’s soil gas non-residential screening level for such Dry Cleaner Solvent(s), then, except as to Seller’s obligation in Section 3(b) of this First Amendment: (i) this First Amendment shall terminate as of the Closing Date with no further obligation of Seller with respect to the matters addressed herein, and (ii) Purchaser shall, as of the Closing Date, affirm and ratify the Releasors’ release of the Seller Parties in accordance with Section 8(d) of the Agreement, including without limitation the Releasors’ release of the Seller Parties from any and all claims, losses, damages or liabilities of any nature arising from Hazardous Materials which are on, at, or under or emanating from the Property, including without limitation the Environmental Conditions.

58.SELLER’S POST-CLOSING ENVIRONMENTAL OBLIGATIONS.  Unless this First Amendment has been terminated as of the Closing Date pursuant to Section 3 above, then after the Closing Seller shall, using commercially reasonable, diligent efforts, and at its sole cost and expense, commence and complete all tasks necessary to obtain and deliver to Purchaser an area-of-concern only RAO issued by an LSRP retained by Seller with respect solely to the Environmental Conditions existing at the Property as of the Closing Date (the “Required RAO”), including, but not limited to: (a) performing all actions necessary to Remediate the Environmental Conditions in connection with obtaining the Required RAO; (b) obtaining any and all Remedial Action Permits required in connection with obtaining the Required RAO; (c) posting of any financial assurance required by any such Remedial Action Permit; (d) payment of all NJDEP fees and charges required in connection with obtaining the Required RAO; (e) closure of all monitoring wells and the removal and decommissioning of all materials and equipment not required for post-RAO purposes; and (f) remedying any deficiencies in the Required RAO in the event NJDEP audits the Required RAO during the three-year audit period and determines that it is deficient, including without limitation, performing any additionally required Remediation (“Seller’s Post-Closing Environmental Obligations”).  Seller may Remediate the Environmental Conditions to the least restrictive cleanup levels acceptable to the NJDEP, which Remediation may include residential use restrictions and/or the use of Engineering Controls and/or Institutional Controls, including, without limitation, the imposition of a deed notice and/or a CEA, as long as such Engineering Controls or Institutional Controls do not: (i) materially interfere with the use and operation of the Property as a commercial shopping center; (ii) materially interfere with the rights of any tenants under leases at the Property; or (iii) at the time of the issuance of the Required RAO be anticipated to involve any active remediation or mitigation systems other than a sub-slab depressurization system.  Contemporaneous with the delivery of the Required RAO from Seller to Purchaser, Seller shall deliver to Purchaser a document prepared by Seller’s LSRP setting forth the present value (using a discount rate of 4%) of the reasonably estimated cost of Purchaser’s Post-Closing Environmental Obligations (as defined below) associated with the monitoring and maintenance of any and all Engineering Controls and/or Institutional Controls established in connection with the Required RAO (the “Post-RAO Cost Estimate”).  All work undertaken to obtain the Required RAO shall be performed in a good and workmanlike manner, in accordance with all applicable laws, including all Environmental Requirements, and free and clear of all liens and encumbrances.  Nothing herein shall be construed to require Seller to perform any Remediation of or assume responsibility for Hazardous Materials at the Property other than those within the meaning of the term “Environmental Conditions” as defined above.  Seller shall not be responsible for any Hazardous Materials Released on, at, or under the Property after the Closing Date, or which are migrating onto the Property from the property of another, including without limitation any Environmental Conditions to the extent that such are determined by Seller’s LSRP to derive from an off-site source.

59.PURCHASER’S POST-CLOSING ENVIRONMENTAL OBLIGATIONS.  From and after the delivery of the Required RAO and the Post-RAO Cost Estimate from Seller to Purchaser in accordance with Section 4 above, except as otherwise set forth in this First Amendment and except for the obligation of the Seller to provide the requisite notices and request the disbursement of the Final Balance, if any, remaining in the Escrow Account in accordance with the terms of the Environmental Escrow Agreement, attached hereto as Exhibit B (the “Escrow Agreement”), all responsibilities regarding the Environmental Conditions shall be the responsibility of and shall be performed by Purchaser, without cost to, or contribution from, Seller, including without limitation (a) all monitoring and reporting obligations, including without limitation periodic groundwater monitoring, biennial monitoring and maintenance, and certifications required by or pursuant to the Required RAO and the Engineering Controls and/or Institutional Controls (if any); (b) maintaining any and all Remedial Action Permits; (c) replacement of financial assurance required by any Remedial Action Permit (and cooperation with Seller in effectuating the return of any financial assurance previously posted by Seller); (d) payment of all NJDEP fees and charges; and (e) any and all post-RAO remediation that may be required with respect to the Environmental Conditions.  Notwithstanding the foregoing, Seller shall remain responsible to remedy any deficiencies in the Required RAO in the event NJDEP audits the Required RAO during the three-year audit period and determines that it is deficient, including without limitation, performing any additionally required Remediation.

6.           COOPERATION.                                  The Parties shall reasonably cooperate with each other in good faith in order for Seller to satisfy Seller’s Post-Closing Environmental Obligations, including, without limitation, providing required consent to any Engineering Controls or Institutional Controls, and execution of any true, accurate and complete documents, including without limitation a deed notice, in connection with any Engineering Controls and Institutional Controls.  Promptly following receipt, Seller shall provide Purchaser with a copy of all final sample results, reports and other non-privileged environmental documents, and correspondence to and from governmental authorities pertaining to Seller’s Post-Closing Environmental Obligations.  Seller shall make its LSRP reasonably available to Purchaser to discuss such information.  Not less than five (5) business days prior to submittal of any report to the NJDEP, Seller shall provide Purchaser with such report in draft form so that Purchaser can review and provide comments, which comments Seller and its LSRP shall take into reasonable consideration prior to finalizing and submitting such report but which Seller is not obligated to incorporate into such report, except in the case of factual errors or inaccuracies.  Seller shall notify Purchaser in advance of any meeting being scheduled with the NJDEP regarding Seller’s Post-Closing Environmental Obligations, and Purchaser shall have the right (but not the obligation) to attend and observe any such meeting, at Purchaser’s sole cost and expense.  Purchaser shall not otherwise initiate communications with NJDEP regarding Seller’s Post-Closing Environmental Obligations except with prior notice to Seller, and Seller shall have the right at its sole cost and expense to participate in any such permitted communications, if any, between Purchaser and NJDEP.

7.           POST-CLOSING ACCESS.  After Closing, Seller and Seller’s agents, representatives and contractors shall have the non-exclusive and limited right to enter upon the Property upon not less than five (5) business days prior notice by Seller to Purchaser in order to perform work reasonably necessary to satisfy Seller’s Post-Closing Environmental Obligations; provided, however, that (a) prior to each such entry, Seller shall provide Purchaser with all information reasonably necessary to understand the work plan, which information shall include, without limitation, (i) date and time of entry, (ii) nature, location and extent of all work, (iii) duration of entry, and (iv) traffic control plans, if applicable, and (b) Seller shall use commercially reasonable efforts to comply with any reasonable requirements imposed by Purchaser in connection with such entry that are intended to minimize interference with (i) the use and operation of the Property as a commercial shopping center and/or (ii) the rights of any tenants under leases at the Property, which requirements may include the hiring of a security officer.  Performance of Seller’s Post-Closing Environmental Obligations shall be coordinated with a representative of Purchaser.  Any monitoring wells installed at the Property shall be flush mounted and installed at a location reasonably acceptable to Purchaser.  Any materials or equipment brought to the Property, or wastes generated by Seller’s Post-Closing Environmental Obligations, shall be stored at a location reasonably acceptable to Purchaser and shall be Seller’s responsibility to secure.  Seller shall remove any such wastes from the Property as expeditiously as possible, but in no event more than thirty (30) days from generation.  Purchaser and its agents and representatives shall cooperate with Seller and its agents, representatives and contractors by arranging access to such areas of the Property as shall be reasonably necessary for the purpose of permitting Seller to satisfy Seller’s Post-Closing Environmental Obligations.  Any such work shall be done in a manner so as not to unreasonably disrupt or materially interfere with business operations at the Property.  Seller shall promptly restore any disturbance of or damage to the Property caused by its activities at the Property to a condition substantially the same as that which existed before such disturbance.

8.           INSURANCE.  Prior to any entry on the Property, Seller shall cause its environmental consultant to obtain and maintain not less than One Million ($1,000,000.00) Dollars per occurrence, Two Million ($2,000,000) Dollars aggregate in commercial general liability insurance coverage with a contractual liability endorsement; not less than One Million ($1,000,000.00) Dollars per claim, Two Million ($2,000,000) Dollars aggregate in Consultants’ Professional Liability insurance; not less than One Million ($1,000,000.00) Dollars per occurrence, Two Million ($2,000,000) Dollars aggregate in Contractors’ Pollution Legal Liability insurance; and not less than Four Million ($4,000,000.00) Dollars per occurrence/aggregate in umbrella coverage.  All insurance policies required pursuant to this paragraph shall be issued by a recognized insurance company licensed to do business in the State of New Jersey with an AM Best Rating of “A” or better, and shall be endorsed to waive the insurer’s rights of subrogation as against Purchaser and Purchaser’s property manager, if any, at the Property.  All insurance policies (except the Consultants’ Professional Liability insurance) shall name Purchaser, its mortgagee, other parties in interest and Purchaser’s property manager, if any, at the Property as additional insureds thereunder.  Proof of the required coverage and proof of premium payment shall be provided by Seller to Purchaser prior to any entry on to the Property.  Such insurance coverage shall be maintained by Seller’s environmental consultant for a period of not less than one (1) year after issuance of the Required RAO.  In the event NJDEP audits the Required RAO during the three-year audit period and determines that it is deficient, Seller’s consultant shall re-acquire and maintain insurance in the amounts set forth above for a period of not less than one (1) year after satisfying the deficiencies identified in NJDEP’s audit.

9.           PURCHASER’S RELEASE AND INDEMNITY.  Except as expressly set forth herein with respect to the Environmental Conditions, Purchaser hereby affirms and ratifies the Releasors’ release of the Seller Parties in accordance with Section 8(d) of the Agreement, including without limitation the Releasors’ release of the Seller Parties from any and all claims, losses, damages or liabilities of any nature arising from Hazardous Materials which are on, at, or under or emanating from the Property.  In addition, upon satisfaction by Seller of Seller’s Post-Closing Environmental Obligations, Purchaser on behalf of itself and the other Releasors shall release in accordance with Section 8(d) of the Agreement the Seller Parties from any and all claims, losses, damages or liabilities of any nature arising from the Environmental Conditions.  Purchaser shall indemnify, defend and hold the Seller Parties harmless from any claims, losses, damages or liabilities of any nature arising from Purchaser’s breach of this First Amendment.  Provided Seller performs Seller’s Post-Closing Environmental Obligations in accordance with this First Amendment, Purchaser on behalf of itself and the other Releasors shall not assert any claims against the Seller Parties for lost profits, special damages and consequential damages arising from the Environmental Conditions and Seller’s Remediation of same.

10.           SELLER’S INDEMNITY.                                           Seller shall indemnify, defend and hold Purchaser and itsaffiliates, investment advisors, the partners, trustees, beneficiaries, shareholders, members, managers, directors, officers, employees, agents and representatives of each of them, and their respective heirs, successors, personal representatives and assigns harmless from and against any and all any claims, losses, damages or liabilities of any nature arising out of or caused by (a) any injury (including death) sustained by any person or persons or any damage to personal or real property by reason of any negligent, reckless or intentional act or omission on the part of the Seller and/or any employee, invitee, agent or contractor of the Seller in the course of any activities by or on behalf of the Seller at the Property in the performance of Seller’s Post-Closing Environmental Obligations; (b) any and all natural resource damage claims that may be asserted by third parties with respect to the Environmental Conditions for which Seller is responsible under this First Amendment; or (c) Seller’s breach of this First Amendment.

11.           SECURITY FOR SELLER’S PERFORMANCE.  At Closing, Seller shall deposit the sum of One Million and 00/100 ($1,000,000) Dollars in escrow in accordance with the Escrow Agreement to secure its obligation and liability to complete Seller’s Post-Closing Environmental Obligations.  In addition, Seller agrees that it shall retain an additional Five Hundred Thousand and 00/100 ($500,000) Dollars of the Purchase Price (“Retained Purchase Price”) in its account(s) to be used by Seller for the payment of Seller’s Post-Closing Environmental Obligations and the costs of maintaining the Seller entity in existence from the Closing Date through the date which is three years after issuance of the Required RAO.  Notwithstanding anything herein or in the Escrow Agreement to the contrary, (a) prior to seeking to withdraw funds from escrow pursuant to the Escrow Agreement, unless in connection with a request for a final disbursement following the issuance of the Required RAO, Seller shall expend Four Hundred Fifty Thousand and 00/100 ($450,000) Dollars of the Retained Purchase Price on the performance of Seller’s Post-Closing Environmental Obligations, and (b) Seller’s obligation to complete Seller’s Post-Closing Environmental Obligations is not limited to the escrow amount or the Retained Purchase Price. The Parties shall each execute and deliver the Escrow Agreement at Closing.

12.           PURCHASER’S TRANSFEREE.  Purchaser shall contractually bind any party to which Purchaser transfers title to all or any portion of the Property: (a) to permit Seller to exercise all of Seller’s post-Closing rights under this First Amendment; and (b) to perform all of Purchaser’s Post-Closing Environmental Obligations as described in this First Amendment.

13.           OPPORTUNITY TO CURE.  The Parties shall give each other notice of any alleged breach of the other Party’s obligations hereunder this First Amendment with a reasonable opportunity thereafter to effectuate a cure.  The Parties shall not be deemed in breach of, or to not be performing their obligations under this First Amendment, unless they fail to effectuate a cure after a reasonable opportunity to do so.  In the event that Seller fails, after notice and a reasonable opportunity to cure in accordance with this Section, to comply with the requirements of Section 4 to use commercially reasonable, diligent efforts to obtain the Required RAO, then Purchaser may at its option elect to assume the responsibility to complete the Remediation and obtain the Required RAO.  Prior to assuming such responsibility, Purchaser shall provide no less than thirty (30) days’ notice to Seller (the “Work Assumption Notice”) setting forth (a) the specific tasks that Purchaser believes remain to be accomplished in order to obtain the RAO (the “Remaining Work”), (b) a proposed schedule to accomplish the Remaining Work, (c) a cost estimate for the Remaining Work; and (d) the identity of the environmental consulting firm and LSRP selected by Purchaser to undertake the Remaining Work.  In the event that Seller disputes Purchaser’s contention that Seller is in breach of Seller’s obligations under Section 4 hereof, or disputes the Purchaser’s proposed plan to undertake the Remaining Work, Seller may, within ten (10) days after delivery of the Work Assumption Notice, notify Purchaser in good faith that it disputes Purchaser’s right to do so.  In such event, the dispute shall promptly be submitted to arbitration in Passaic County, New Jersey, pursuant to the terms of this Section 13, before one arbitrator in accordance with the procedural rules with respect to commercial disputes then in effect of the American Arbitration Association or any successor thereto.  The decision of the arbitrator shall be final, conclusive and binding on the Parties, but the powers of the arbitrator are hereby expressly limited to the determination of factual issues, and the arbitrator shall have no power to reform, supplement or modify this First Amendment.  The arbitrator shall make only required findings of fact incident to the dispute, which findings shall be set forth in reasonable detail in a written decision by the arbitrator.  The Parties shall share equally in the cost and expenses of such arbitration, and each shall separately pay its own attorneys’ fees and expenses, unless the arbitrator finds that one of the Parties did not act in good faith in connection with the dispute or the conduct of the arbitration proceeding, in which case the arbitrator may award all or part of said costs, expenses and fees to the other party.   If Seller expressly agrees to allow Purchaser to assume the Remaining Work, or if the arbitrator’s award permits Purchaser to assume the Remaining Work, Purchaser may immediately do so using (at Purchaser’s discretion) either Seller’s LSRP or Purchaser’s own LSRP (in which case Purchaser’s LSRP shall assume all of the responsibilities of Seller’s LSRP hereunder), and Purchaser may thereafter submit Withdrawal Requests (as defined in the Escrow Agreement) to the Escrow Agent in accordance with the terms of the Escrow Agreement to reimburse Purchaser for the Remediation Costs (as defined in the Escrow Agreement) Purchaser incurs in performing the Remaining Work.  Upon completion of the Remaining Work, Purchaser shall obtain and deliver to Seller a true and correct copy of the Required RAO and the Post-RAO Cost Estimate.  Nothing herein shall prohibit Seller from curing any default prior to Purchaser’s assumption of the Remaining Work as aforesaid; it being agreed that the arbitration procedure set forth in this Paragraph relates only to Purchaser’s contention that Seller is in breach of its obligations under Section 4 hereof or Seller’s dispute of Purchaser’s proposed plan to undertake the Remaining Work.  Notwithstanding anything herein, Purchaser’s assumption of the Remaining Work shall not negate Seller’s covenant to remain responsible for all costs related to Seller’s Post-Closing Environmental Obligations.

14.           SURVIVAL.  Except to the extent terminated pursuant to Section 3(c) of this First Amendment, the provisions of this First Amendment shall survive the Closing and delivery of the Deed.

15.           NOTICES. All notices, approvals, consents, requests, and other communications hereunder shall be in writing and shall be deemed to have been given when the writing is delivered if given or delivered by hand, overnight delivery service or facsimile transmitter (with confirmed receipt) or email (with confirmed receipt) to the address, facsimile number or email address set forth on Exhibit B hereto, or to such other address as each party may designate for itself by like notice, and shall be deemed to have been given on the date deposited in the mail, if mailed, by first-class, registered or certified mail, postage prepaid, addressed as set forth on Exhibit B hereto, or to such other address as each party may designate for itself by like notice.

16.           GOVERNING LAW.  This First Amendment shall be governed by the laws of the State of New Jersey.  The Parties acknowledge that this First Amendment has been executed and delivered in the State of New Jersey, and the Parties submit to the jurisdiction of the courts of the State of New Jersey.

17.           NO AMENDMENT, ETC.  In the event of any conflict or inconsistency between this First Amendment and the Agreement, the terms and provisions of this First Amendment shall prevail.  No change, addition or modification to this First Amendment shall be effective unless signed in writing by both Parties.  Except as expressly set forth herein, the terms of the Agreement shall remain in full force and effect.

18.           NO ASSIGNMENT.  Seller shall not assign any rights or delegate any responsibility imposed under this First Amendment.

19.           NO RECORDING.  Neither this First Amendment nor any memorandum of this First Amendment shall be recorded.

20.           DISPUTES; PREVAILING PARTY.In the event of a dispute between Seller and Purchaser under this First Amendment, the non-prevailing party shall be responsible for the reasonable attorneys’ fees and costs of the prevailing party.

IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be executed and delivered by duly authorized persons on the day and year first above written.

SELLER:

POMPTON LAKES HYE PARTNERS

By:           Midpark Hye Corp.,

its General Partner

By:  /s/ Mark Gabrellian

Name: Mark Gabrellian

Title:   President

PURCHASER:

URSTADT BIDDLE PROPERTIES INC.

By:  /s/ Willing L. Biddle

Name:  Willing L. Biddle

Title:  CEO

EXHIBIT A

ENVIRONMENTAL ESCROW AGREEMENT

EXHIBIT B

NOTICE ADDRESSES

If to Seller:

c/o Gabrellian Associates

95 North State Route 17

Paramus, New Jersey 07652

Attention: Mr. Mark Gabrellian

Email: mark@gabrellian.com

With a copy to:

Cole, Schotz, Meisel, Forman & Leonard, P.A.

25 Main Street

Hackensack, New Jersey 07601

Attention: Gary M. Albrecht, Esq.

E-mail: galbrecht@coleschotz.com

Attention: Marcie R. Horowitz, Esq.

E-mail: mhorowitz@coleschotz.com

If to Purchaser:

321 Railroad Avenue

Greenwich, Connecticut 06830

Attn: Willing L. Biddle

E-mail: wbiddle@ubproperties.com

and

321 Railroad Avenue

Greenwich, Connecticut 06830

Attn: Stephan Rapaglia

E-mail: srapaglia@ubproperties.com

With a copy to:

Greenbaum, Rowe, Smith & Davis LLP

P.O. Box 5600

Woodbridge, NJ 07095

Attn: Jay A. Jaffe, Esq.

Email: jjaffe@greenbaumlaw.com

FIRST AMENDMENT TO AGREEMENT OF SALE REGARDING ENVIRONMENTAL MATTERS – CEDAR HILL

THIS FIRST AMENDMENT TO AGREEMENT OF SALE REGARDING ENVIRONMENTAL MATTERS (this “First Amendment”), made as of the ____ day of October, 2014, by and between WYCKOFF HYE PARTNERS (“Seller”), a New Jersey limited partnership, having an address at 95 North State Route 17, Paramus, New Jersey 07652, and URSTADT BIDDLE PROPERTIES INC., a Maryland corporation, having an address at 321 Railroad Avenue, Greenwich, Connecticut 06830 (hereinafter referred to as “Purchaser”) (Seller and Purchaser being referred to collectively as the “Parties”).

W I T N E S S E T H :

WHEREAS, the Parties (among others) entered into an Agreement of Sale dated as of September 12, 2014 (the “Agreement”) with respect to the Wyckoff Real Property (hereinafter, the “Property”), among other properties; and

WHEREAS, in the course of Purchaser’s due diligence it identified the presence of the chlorinated solvent tetrachloroethene (and its breakdown products) in and around the location of the dry cleaning operation at the Property, as more particularly described in Exhibit A attached hereto, which Seller has reported to the New Jersey Department of Environmental Protection and which report has been assigned Notification Number 14-10-03-1637-41 (the “Environmental Conditions”); and

WHEREAS, the Parties have agreed to allocate post-closing responsibility for the Remediation (as hereinafter defined) of the Environmental Conditions in accordance with the terms of this First Amendment.

NOW, THEREFORE, in consideration of the mutual promises herein made, it is agreed as follows:

60.RECITALS.  The recitals set forth above are incorporated by reference as if fully set forth at length herein.

61.DEFINITIONS.  Capitalized terms used herein that are defined in the Agreement shall, unless defined herein, have the meanings ascribed to them in the Agreement.  In addition to the terms defined elsewhere herein, the following terms shall have the following meanings when used herein:

“CEA” means Classification Exception Area, Well Restriction Area or both, as those terms are defined in Environmental Requirements.

“Engineering Controls” means caps (including all site preparation, grading and subbase material), covers, below grade dikes, below grade trenches, below grade leachate collection systems, “engineering controls” as defined in Environmental Requirements and such similar approaches as may hereafter be available or authorized for use, excluding signs and fencing.

“Institutional Controls” means an administrative mechanism used to limit human activities at or near a contaminated site or to ensure the effectiveness of the remedial action over time, when contaminants remain at a contaminated site at levels or concentrations above the applicable remediation standard that would allow unrestricted use of that property, including,  without limitation, land use restrictions; natural resources use restrictions; CEAs; deed notices regarding the presence of Hazardous Materials; “institutional controls” as defined in Environmental Requirements; and such similar approaches that may hereafter be available or authorized for use.

“LSRP” means Licensed Site Remediation Professional, as defined in N.J.S.A. 58:10C-1 etseq.

“NJDEP” shall mean the New Jersey Department of Environmental Protection or any successor agency.

“Release” means the release, spill, discharge, leak or emission of Hazardous Materials into the environment, but shall not mean the passive migration of Hazardous Materials present in the environment (except that “Release” shall include the passive migration, if any, of the Environmental Conditions).

“Remedial Action Permit” shall have the meaning described in N.J.S.A. 58:10C.

“Remediate” or “Remediation” shall means all necessary actions to investigate and cleanup a Release of Hazardous Materials, including, without limitation, the preliminary assessment, site investigation, remedial investigation, remedial selection and remedial action, as any of the foregoing is defined in the Environmental Requirements.

“Response Action Outcome” or “RAO” shall have the meaning described in N.J.S.A. 58:10C, and shall include any successor or equivalent document created or authorized by NJDEP or the State of New Jersey that is intended to serve as a final remediation document indicating that the Environmental Conditions have been Remediated in accordance with NJDEP requirements.

62.SELLER’S POST-CLOSING ENVIRONMENTAL OBLIGATIONS.  Seller shall, using commercially reasonable, diligent efforts, and at its sole cost and expense, commence and complete all tasks necessary to obtain and deliver to Purchaser an area-of-concern only RAO issued by an LSRP retained by Seller with respect solely to the Environmental Conditions existing at the Property as of the Closing Date (the “Required RAO”), including, but not limited to: (a) performing all actions necessary to Remediate the Environmental Conditions in connection with obtaining the Required RAO; (b) obtaining any and all Remedial Action Permits required in connection with obtaining the Required RAO; (c) posting of any financial assurance required by any such Remedial Action Permit; (d) payment of all NJDEP fees and charges required in connection with obtaining the Required RAO; (e) closure of all monitoring wells and the removal and decommissioning of all materials and equipment not required for post-RAO purposes; and (f) remedying any deficiencies in the Required RAO in the event NJDEP audits the Required RAO during the three-year audit period and determines that it is deficient, including without limitation, performing any additionally required Remediation  (“Seller’s Post-Closing Environmental Obligations”).  Seller may Remediate the Environmental Conditions to the least restrictive cleanup levels acceptable to the NJDEP, which Remediation may include residential use restrictions and/or the use of Engineering Controls and/or Institutional Controls, including, without limitation, the imposition of a deed notice and/or a CEA, as long as such Engineering Controls or Institutional Controls do not: (i) materially interfere with the use and operation of the Property as a commercial shopping center; (ii) materially interfere with the rights of any tenants under leases at the Property; or (iii) at the time of the issuance of the Required RAO be anticipated to involve any active remediation or mitigation systems other than a sub-slab depressurization system.  Contemporaneous with the delivery of the Required RAO from Seller to Purchaser, Seller shall deliver to Purchaser a document prepared by Seller’s LSRP setting forth the present value (using a discount rate of 4%) of the reasonably estimated cost of Purchaser’s Post-Closing Environmental Obligations (as defined below) associated with the monitoring and maintenance of any and all Engineering Controls and/or Institutional Controls established in connection with the Required RAO (the “Post-RAO Cost Estimate”).  All work undertaken to obtain the Required RAO shall be performed in a good and workmanlike manner, in accordance with all applicable laws, including all Environmental Requirements, and free and clear of all liens and encumbrances.  Nothing herein shall be construed to require Seller to perform any Remediation of or assume responsibility for Hazardous Materials at the Property other than those within the meaning of the term “Environmental Conditions” as defined above.  Seller shall not be responsible for any Hazardous Materials Released on, at, or under the Property after the Closing Date, or which are migrating onto the Property from the property of another, including without limitation any Environmental Conditions to the extent that such are determined by Seller’s LSRP to derive from an off-site source.

63.PURCHASER’S POST-CLOSING ENVIRONMENTAL OBLIGATIONS.  From and after the delivery of the Required RAO and the Post-RAO Cost Estimate from Seller to Purchaser in accordance with Section 3 above, except as otherwise set forth in this First Amendment and except for the obligation of the Seller to provide the requisite notices and request the disbursement of the Final Balance, if any, remaining in the Escrow Account in accordance with the terms of the Environmental Escrow Agreement, attached hereto as Exhibit B (the “Escrow Agreement”), all responsibilities regarding the Environmental Conditions shall be the responsibility of and shall be performed by Purchaser, without cost to, or contribution from, Seller, including without limitation (a) all monitoring and reporting obligations, including without limitation periodic groundwater monitoring, biennial monitoring and maintenance, and certifications required by or pursuant to the Required RAO and the Engineering Controls and/or Institutional Controls (if any); (b) maintaining any and all Remedial Action Permits; (c) replacement of financial assurance required by any Remedial Action Permit (and cooperation with Seller in effectuating the return of any financial assurance previously posted by Seller); (d) payment of all NJDEP fees and charges; and (e) any and all post-RAO remediation that may be required with respect to the Environmental Conditions.  Notwithstanding the foregoing, Seller shall remain responsible to remedy any deficiencies in the Required RAO in the event NJDEP audits the Required RAO during the three-year audit period and determines that it is deficient, including without limitation, performing any additionally required Remediation.

5.           COOPERATION.                                  The Parties shall reasonably cooperate with each other in good faith in order for Seller to satisfy Seller’s Post-Closing Environmental Obligations, including, without limitation, providing required consent to any Engineering Controls or Institutional Controls, and execution of any true, accurate and complete documents, including without limitation a deed notice, in connection with any Engineering Controls and Institutional Controls.  Promptly following receipt, Seller shall provide Purchaser with a copy of all final sample results, reports and other non-privileged environmental documents, and correspondence to and from governmental authorities pertaining to Seller’s Post-Closing Environmental Obligations.  Seller shall make its LSRP reasonably available to Purchaser to discuss such information.  Not less than five (5) business days prior to submittal of any report to the NJDEP, Seller shall provide Purchaser with such report in draft form so that Purchaser can review and provide comments, which comments Seller and its LSRP shall take into reasonable consideration prior to finalizing and submitting such report but which Seller is not obligated to incorporate into such report, except in the case of factual errors or inaccuracies.  Seller shall notify Purchaser in advance of any meeting being scheduled with the NJDEP regarding Seller’s Post-Closing Environmental Obligations, and Purchaser shall have the right (but not the obligation) to attend and observe any such meeting, at Purchaser’s sole cost and expense.  Purchaser shall not otherwise initiate communications with NJDEP regarding Seller’s Post-Closing Environmental Obligations except with prior notice to Seller, and Seller shall have the right at its sole cost and expense to participate in any such permitted communications, if any, between Purchaser and NJDEP.

6.           POST-CLOSING ACCESS.  After Closing, Seller and Seller’s agents, representatives and contractors shall have the non-exclusive and limited right to enter upon the Property upon not less than five (5) business days prior notice by Seller to Purchaser in order to perform work reasonably necessary to satisfy Seller’s Post-Closing Environmental Obligations; provided, however, that (a) prior to each such entry, Seller shall provide Purchaser with all information reasonably necessary to understand the work plan, which information shall include, without limitation, (i) date and time of entry, (ii) nature, location and extent of all work, (iii) duration of entry, and (iv) traffic control plans, if applicable, and (b) Seller shall use commercially reasonable efforts to comply with any reasonable requirements imposed by Purchaser in connection with such entry that are intended to minimize interference with (i) the use and operation of the Property as a commercial shopping center and/or (ii) the rights of any tenants under leases at the Property, which requirements may include the hiring of a security officer.  Performance of Seller’s Post-Closing Environmental Obligations shall be coordinated with a representative of Purchaser.  Any monitoring wells installed at the Property shall be flush mounted and installed at a location reasonably acceptable to Purchaser.  Any materials or equipment brought to the Property, or wastes generated by Seller’s Post-Closing Environmental Obligations, shall be stored at a location reasonably acceptable to Purchaser and shall be Seller’s responsibility to secure.  Seller shall remove any such wastes from the Property as expeditiously as possible, but in no event more than thirty (30) days from generation.  Purchaser and its agents and representatives shall cooperate with Seller and its agents, representatives and contractors by arranging access to such areas of the Property as shall be reasonably necessary for the purpose of permitting Seller to satisfy Seller’s Post-Closing Environmental Obligations.  Any such work shall be done in a manner so as not to unreasonably disrupt or materially interfere with business operations at the Property.  Seller shall promptly restore any disturbance of or damage to the Property caused by its activities at the Property to a condition substantially the same as that which existed before such disturbance.

7.           INSURANCE.  Prior to any entry on the Property, Seller shall cause its environmental consultant to obtain and maintain not less than One Million ($1,000,000.00) Dollars per occurrence, Two Million ($2,000,000.00) Dollars aggregate in commercial general liability insurance coverage with a contractual liability endorsement; not less than One Million ($1,000,000.00) Dollars per claim, Two Million ($2,000,000.00) Dollars aggregate in Consultants’ Professional Liability insurance; not less than One Million ($1,000,000.00) Dollars per occurrence, Two Million ($2,000,000.00) Dollars aggregate in Contractors’ Pollution Legal Liability insurance; and not less than Four Million ($4,000,000.00) Dollars per occurrence/aggregate in umbrella coverage.  All insurance policies required pursuant to this paragraph shall be issued by a recognized insurance company licensed to do business in the State of New Jersey with an AM Best Rating of “A” or better, and shall be endorsed to waive the insurer’s rights of subrogation as against Purchaser and Purchaser’s property manager, if any, at the Property.  All insurance policies (except the Consultants’ Professional Liability insurance) shall name Purchaser, its mortgagee, other parties in interest and Purchaser’s property manager, if any, at the Property as additional insureds thereunder.  Proof of the required coverage and proof of premium payment shall be provided by Seller to Purchaser prior to any entry on to the Property.  Such insurance coverage shall be maintained by Seller’s environmental consultant for a period of not less than one (1) year after issuance of the Required RAO.  In the event NJDEP audits the Required RAO during the three-year audit period and determines that it is deficient, Seller’s consultant shall re-acquire and maintain insurance in the amounts set forth above for a period of not less than one (1) year after satisfying the deficiencies identified in NJDEP’s audit.

8.           PURCHASER’S RELEASE AND INDEMNITY.  Except as expressly set forth herein with respect to the Environmental Conditions, Purchaser hereby affirms and ratifies the Releasors’ release of the Seller Parties in accordance with Section 8(d) of the Agreement, including without limitation the Releasors’ release of the Seller Parties from any and all claims, losses, damages or liabilities of any nature arising from Hazardous Materials which are on, at, or under or emanating from the Property.  In addition, upon satisfaction by Seller of Seller’s Post-Closing Environmental Obligations, Purchaser on behalf of itself and the other Releasors shall release in accordance with Section 8(d) of the Agreement the Seller Parties from any and all claims, losses, damages or liabilities of any nature arising from the Environmental Conditions.  Purchaser shall indemnify, defend and hold the Seller Parties harmless from any claims, losses, damages or liabilities of any nature arising from Purchaser’s breach of this First Amendment.  Provided Seller performs Seller’s Post-Closing Environmental Obligations in accordance with this First Amendment, Purchaser on behalf of itself and the other Releasors shall not assert any claims against the Seller Parties for lost profits, special damages and consequential damages arising from the Environmental Conditions and Seller’s Remediation of same.

9.           SELLER’S INDEMNITY.                                           Seller shall indemnify, defend and hold Purchaser and itsaffiliates, investment advisors, the partners, trustees, beneficiaries, shareholders, members, managers, directors, officers, employees, agents and representatives of each of them, and their respective heirs, successors, personal representatives and assigns harmless from and against any and all any claims, losses, damages or liabilities of any nature arising out of or caused by (a) any injury (including death) sustained by any person or persons or any damage to personal or real property by reason of any negligent, reckless or intentional act or omission on the part of the Seller and/or any employee, invitee, agent or contractor of the Seller in the course of any activities by or on behalf of the Seller at the Property in the performance of Seller’s Post-Closing Environmental Obligations; (b) any and all natural resource damage claims that may be asserted by third parties with respect to the Environmental Conditions for which Seller is responsible under this First Amendment; or (c) Seller’s breach of this First Amendment.

10.           SECURITY FOR SELLER’S PERFORMANCE.  At Closing, Seller shall deposit the sum of One Million and 00/100 ($1,000,000) Dollars in escrow in accordance with the Escrow Agreement to secure its obligation and liability to complete Seller’s Post-Closing Environmental Obligations.  In addition, Seller agrees that it shall retain an additional Five Hundred Thousand and 00/100 ($500,000) Dollars of the Purchase Price (“Retained Purchase Price”) in its account(s) to be used by Seller for the payment of Seller’s Post-Closing Environmental Obligations and the costs of maintaining the Seller entity in existence from the Closing Date through the date which is three years after issuance of the Required RAO.  Notwithstanding anything herein or in the Escrow Agreement to the contrary, (a) prior to seeking to withdraw funds from escrow pursuant to the Escrow Agreement, unless in connection with a request for a final disbursement following the issuance of the Required RAO, Seller shall expend Four Hundred Fifty Thousand and 00/100 ($450,000) Dollars of the Retained Purchase Price on the performance of Seller’s Post-Closing Environmental Obligations, and (b) Seller’s obligation to complete Seller’s Post-Closing Environmental Obligations is not limited to the escrow amount or the Retained Purchase Price. The Parties shall each execute and deliver the Escrow Agreement at Closing.

11.           PURCHASER’S TRANSFEREE.  Purchaser shall contractually bind any party to which Purchaser transfers title to all or any portion of the Property: (a) to permit Seller to exercise all of Seller’s post-Closing rights under this First Amendment; and (b) to perform all of Purchaser’s Post-Closing Environmental Obligations as described in this First Amendment.

12.           OPPORTUNITY TO CURE.  The Parties shall give each other notice of any alleged breach of the other Party’s obligations hereunder this First Amendment with a reasonable opportunity thereafter to effectuate a cure.  The Parties shall not be deemed in breach of, or to not be performing their obligations under this First Amendment, unless they fail to effectuate a cure after a reasonable opportunity to do so.    In the event that Seller fails, after notice and a reasonable opportunity to cure in accordance with this Section, to comply with the requirements of Section 3 to use commercially reasonable, diligent efforts to obtain the Required RAO, then Purchaser may at its option elect to assume the responsibility to complete the Remediation and obtain the Required RAO.  Prior to assuming such responsibility, Purchaser shall provide no less than thirty (30) days’ notice to Seller (the “Work Assumption Notice”) setting forth (a) the specific tasks that Purchaser believes remain to be accomplished in order to obtain the RAO (the “Remaining Work”), (b) a proposed schedule to accomplish the Remaining Work, (c) a cost estimate for the Remaining Work; and (d) the identity of the environmental consulting firm and LSRP selected by Purchaser to undertake the Remaining Work.  In the event that Seller disputes Purchaser’s contention that Seller is in breach of Seller’s obligations under Section 3 hereof, or disputes the Purchaser’s proposed plan to undertake the Remaining Work, Seller may, within ten (10) days after delivery of the Work Assumption Notice, notify Purchaser in good faith that it disputes Purchaser’s right to do so.  In such event, the dispute shall promptly be submitted to arbitration in Morris County, New Jersey, pursuant to the terms of this Section 12, before one arbitrator in accordance with the procedural rules with respect to commercial disputes then in effect of the American Arbitration Association or any successor thereto.  The decision of the arbitrator shall be final, conclusive and binding on the Parties, but the powers of the arbitrator are hereby expressly limited to the determination of factual issues, and the arbitrator shall have no power to reform, supplement or modify this First Amendment.  The arbitrator shall make only required findings of fact incident to the dispute, which findings shall be set forth in reasonable detail in a written decision by the arbitrator.  The Parties shall share equally in the cost and expenses of such arbitration, and each shall separately pay its own attorneys’ fees and expenses, unless the arbitrator finds that one of the Parties did not act in good faith in connection with the dispute or the conduct of the arbitration proceeding, in which case the arbitrator may award all or part of said costs, expenses and fees to the other party.   If Seller expressly agrees to allow Purchaser to assume the Remaining Work, or if the arbitrator’s award permits Purchaser to assume the Remaining Work, Purchaser may immediately do so using (at Purchaser’s discretion) either Seller’s LSRP or Purchaser’s own LSRP (in which case Purchaser’s LSRP shall assume all of the responsibilities of Seller’s LSRP hereunder), and Purchaser may thereafter submit Withdrawal Requests (as defined in the Escrow Agreement) to the Escrow Agent in accordance with the terms of the Escrow Agreement to reimburse Purchaser for the Remediation Costs (as defined in the Escrow Agreement) Purchaser incurs in performing the Remaining Work.  Upon completion of the Remaining Work, Purchaser shall obtain and deliver to Seller a true and correct copy of the Required RAO and the Post-RAO Cost Estimate.  Nothing herein shall prohibit Seller from curing any default prior to Purchaser’s assumption of the Remaining Work as aforesaid; it being agreed that the arbitration procedure set forth in this Paragraph relates only to Purchaser’s contention that Seller is in breach of its obligations under Section 3 hereof or Seller’s dispute of Purchaser’s proposed plan to undertake the Remaining Work.  Notwithstanding anything herein, Purchaser’s assumption of the Remaining Work shall not negate Seller’s covenant to remain responsible for all costs related to Seller’s Post-Closing Environmental Obligations.

13.           SURVIVAL.  The provisions of this First Amendment shall survive the Closing and delivery of the Deed.

14.           NOTICES. All notices, approvals, consents, requests, and other communications hereunder shall be in writing and shall be deemed to have been given when the writing is delivered if given or delivered by hand, overnight delivery service or facsimile transmitter (with confirmed receipt) or email (with confirmed receipt) to the address, facsimile number or email address set forth on Exhibit C hereto, or to such other address as each party may designate for itself by like notice, and shall be deemed to have been given on the date deposited in the mail, if mailed, by first-class, registered or certified mail, postage prepaid, addressed as set forth on Exhibit C hereto, or to such other address as each party may designate for itself by like notice.

15.           GOVERNING LAW.  This First Amendment shall be governed by the laws of the State of New Jersey.  The Parties acknowledge that this First Amendment has been executed and delivered in the State of New Jersey, and the Parties submit to the jurisdiction of the courts of the State of New Jersey.

16.           NO AMENDMENT, ETC.  In the event of any conflict or inconsistency between this First Amendment and the Agreement, the terms and provisions of this First Amendment shall prevail.  No change, addition or modification to this First Amendment shall be effective unless signed in writing by both Parties.  Except as expressly set forth herein, the terms of the Agreement shall remain in full force and effect.

17.           NO ASSIGNMENT.  Seller shall not assign any rights or delegate any responsibility imposed under this First Amendment.

18.           NO RECORDING.  Neither this First Amendment nor any memorandum of this First Amendment shall be recorded.

19.           DISPUTES; PREVAILING PARTY.In the event of a dispute between Seller and Purchaser under this First Amendment, the non-prevailing party shall be responsible for the reasonable attorneys’ fees and costs of the prevailing party.

IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be executed and delivered by duly authorized persons on the day and year first above written.

SELLER:

WYCKOFF HYE PARTNERS

By:  Midpark Hye Corp.,

its General Partner

By:  /s/ Mark Gabrellian

Name: Mark Gabrellian

Title:  President

PURCHASER:

URSTADT BIDDLE PROPERTIES INC.

By: /s/Willing L. Biddle

Name:  Willing L. Biddle

Title:  CEO

Exhibit A

Description of Environmental Conditions

Sampling conducted by Buyer’s consultant, Woodard & Curran, on September 25, 2014, identified the following Environmental Conditions in the vicinity of dry cleaning operations at the Property:

(1)           Concentrations of chlorinated volatile organic compounds in shallow groundwater:

Concentration range (ug/L)

Tetrachloroethene ND – 2.9 J

Trichloroethene ND – 2.5 J

Vinyl chloride ND – 2.1 J

(2) Concentrations of chlorinated volatile organic compounds in sub-slab vapor:

Concentration range (ug/m3)

Tetrachloroethene                                           24.75 – 62,047.85

Trichloroethene                                           59.12 – 569.67

NOTE:  Environmental Conditions shall not include any Hazardous Materials that are migrating onto the Property from the property of another.

EXHIBIT B

ENVIRONMENTAL ESCROW AGREEMENT

EXHIBIT C

NOTICE ADDRESSES

If to Seller:

c/o Gabrellian Associates

95 North State Route 17

Paramus, New Jersey 07652

Attention: Mr. Mark Gabrellian

Email: mark@gabrellian.com

With a copy to:

Cole, Schotz, Meisel, Forman & Leonard, P.A.

25 Main Street

Hackensack, New Jersey 07601

Attention: Gary M. Albrecht, Esq.

E-mail: galbrecht@coleschotz.com

Attention: Marcie R. Horowitz, Esq.

E-mail: mhorowitz@coleschotz.com

If to Purchaser:

321 Railroad Avenue

Greenwich, Connecticut 06830

Attn: Willing L. Biddle

E-mail: wbiddle@ubproperties.com

and

321 Railroad Avenue

Greenwich, Connecticut 06830

Attn: Stephan Rapaglia

E-mail: srapaglia@ubproperties.com

With a copy to:

Greenbaum, Rowe, Smith & Davis LLP

P.O. Box 5600

Woodbridge, NJ 07095

Attn: Jay A. Jaffe, Esq.

Email: jjaffe@greenbaumlaw.com

FIRST AMENDMENT TO AGREEMENT OF SALE REGARDING ENVIRONMENTAL MATTERS – MIDLAND PARK

THIS FIRST AMENDMENT TO AGREEMENT OF SALE REGARDING ENVIRONMENTAL MATTERS (this “First Amendment”), made as of the ____ day of October, 2014, by and between MIDPARK HYE PARTNERS (“Seller”), a New Jersey limited partnership, having an address at 95 North State Route 17, Paramus, New Jersey 07652, and URSTADT BIDDLE PROPERTIES INC., a Maryland corporation, having an address at 321 Railroad Avenue, Greenwich, Connecticut 06830 (hereinafter referred to as “Purchaser”) (Seller and Purchaser being referred to collectively as the “Parties”).

W I T N E S S E T H :

WHEREAS, the Parties (among others) entered into an Agreement of Sale dated as of September 12, 2014 (the “Agreement”) with respect to the Midland Park Real Property (hereinafter, the “Property”), among other properties; and

WHEREAS, in the course of Purchaser’s due diligence it identified the presence of the chlorinated solvent tetrachloroethene (and its breakdown product trichloroethene) in and around the location of the dry cleaning operation at the Property (the “Dry Cleaner Solvents”), which Seller has reported to the New Jersey Department of Environmental Protection (“NJDEP”) and which report has been assigned Notification Number 14-10-03-1631-19, and further identified the presence of silver, mercury, lead, and 2-methylnaphthalene in soil samples at the Property in excess of the NJDEP’s Default Impact to Groundwater Screening Levels (the “Other Contaminants”) (the Dry Cleaner Solvents and the Other Contaminants hereafter collectively referred to as the “Environmental Conditions”), as more particularly described in Exhibit A attached hereto; and

WHEREAS, the Parties have agreed to allocate post-closing responsibility for the Remediation (as hereinafter defined) of the Environmental Conditions in accordance with the terms of this First Amendment.

NOW, THEREFORE, in consideration of the mutual promises herein made, it is agreed as follows:

64.RECITALS.  The recitals set forth above are incorporated by reference as if fully set forth at length herein.

65.DEFINITIONS.  Capitalized terms used herein that are defined in the Agreement shall, unless defined herein, have the meanings ascribed to them in the Agreement.  In addition to the terms defined elsewhere herein, the following terms shall have the following meanings when used herein:

“CEA” means Classification Exception Area, Well Restriction Area or both, as those terms are defined in Environmental Requirements.

“Engineering Controls” means caps (including all site preparation, grading and subbase material), covers, below grade dikes, below grade trenches, below grade leachate collection systems, “engineering controls” as defined in Environmental Requirements and such similar approaches as may hereafter be available or authorized for use, excluding signs and fencing.

“Institutional Controls” means an administrative mechanism used to limit human activities at or near a contaminated site or to ensure the effectiveness of the remedial action over time, when contaminants remain at a contaminated site at levels or concentrations above the applicable remediation standard that would allow unrestricted use of that property, including,  without limitation, land use restrictions; natural resources use restrictions; CEAs; deed notices regarding the presence of Hazardous Materials; “institutional controls” as defined in Environmental Requirements; and such similar approaches that may hereafter be available or authorized for use.

“LSRP” means Licensed Site Remediation Professional, as defined in N.J.S.A. 58:10C-1 etseq.

“NJDEP” shall mean the New Jersey Department of Environmental Protection or any successor agency.

“Release” means the release, spill, discharge, leak or emission of Hazardous Materials into the environment, but shall not mean the passive migration of Hazardous Materials present in the environment (except that “Release” shall include the passive migration, if any, of the Environmental Conditions).

“Remedial Action Permit” shall have the meaning described in N.J.S.A. 58:10C.

“Remediate” or “Remediation” shall means all necessary actions to investigate and cleanup a Release of Hazardous Materials, including, without limitation, the preliminary assessment, site investigation, remedial investigation, remedial selection and remedial action, as any of the foregoing is defined in the Environmental Requirements.

“Response Action Outcome” or “RAO” shall have the meaning described in N.J.S.A. 58:10C, and shall include any successor or equivalent document created or authorized by NJDEP or the State of New Jersey that is intended to serve as a final remediation document indicating that the Environmental Conditions have been Remediated in accordance with NJDEP requirements.

66.SELLER’S POST-CLOSING ENVIRONMENTAL OBLIGATIONS.  Seller shall, using commercially reasonable, diligent efforts, and at its sole cost and expense, commence and complete all tasks necessary to obtain and deliver to Purchaser an area-of-concern only RAO issued by an LSRP retained by Seller with respect solely to the Environmental Conditions existing at the Property as of the Closing Date (the “Required RAO”), including, but not limited to: (a) performing all actions necessary to Remediate the Environmental Conditions in connection with obtaining the Required RAO; (b) obtaining any and all Remedial Action Permits required in connection with obtaining the Required RAO; (c) posting of any financial assurance required by any such Remedial Action Permit; (d) payment of all NJDEP fees and charges required in connection with obtaining the Required RAO; (e) closure of all monitoring wells and the removal and decommissioning of all materials and equipment not required for post-RAO purposes; and (f) remedying any deficiencies in the Required RAO in the event NJDEP audits the Required RAO during the three-year audit period and determines that it is deficient, including without limitation, performing any additionally required Remediation  (“Seller’s Post-Closing Environmental Obligations”).  Notwithstanding the foregoing, in the event that further investigation conducted in accordance with NJDEP requirements indicates that any or all of the Other Contaminants do not exceed their respective Site-Specific Impact to Groundwater Soil Remediation Standard developed by Seller’s LSRP in accordance with NJDEP requirements for the Property, Seller shall not be required to conduct further investigation or Remediation of such Other Contaminant(s) and shall deliver to Purchaser a letter from its LSRP, on which Purchaser can rely, stating such determination and that, pursuant to the NJDEP Technical Requirements for Site Remediation, no further investigation or Remediation is required with respect to the Other Contaminant(s); and in such event, Seller shall not be required to obtain and deliver an RAO with respect to such Other Contaminant(s).  Seller may Remediate the Environmental Conditions to the least restrictive cleanup levels acceptable to the NJDEP, which Remediation may include residential use restrictions and/or the use of Engineering Controls and/or Institutional Controls, including, without limitation, the imposition of a deed notice and/or a CEA, as long as such Engineering Controls or Institutional Controls do not: (i) materially interfere with the use and operation of the Property as a commercial shopping center; (ii) materially interfere with the rights of any tenants under leases at the Property; or (iii) at the time of the issuance of the Required RAO be anticipated to involve any active remediation or mitigation systems other than a sub-slab depressurization system.  Contemporaneous with the delivery of the Required RAO from Seller to Purchaser, Seller shall deliver to Purchaser a document prepared by Seller’s LSRP setting forth the present value (using a discount rate of 4%) of the reasonably estimated cost of Purchaser’s Post-Closing Environmental Obligations (as defined below) associated with the monitoring and maintenance of any and all Engineering Controls and/or Institutional Controls established in connection with the Required RAO (the “Post-RAO Cost Estimate”).  All work undertaken to obtain the Required RAO shall be performed in a good and workmanlike manner, in accordance with all applicable laws, including all Environmental Requirements, and free and clear of all liens and encumbrances.  Nothing herein shall be construed to require Seller to perform any Remediation of or assume responsibility for Hazardous Materials at the Property other than those within the meaning of the term “Environmental Conditions” as defined above.  Seller shall not be responsible for any Hazardous Materials Released on, at, or under the Property after the Closing Date, or which are migrating onto the Property from the property of another, including without limitation any Environmental Conditions to the extent that such are determined by Seller’s LSRP to derive from an off-site source.

67.PURCHASER’S POST-CLOSING ENVIRONMENTAL OBLIGATIONS.  From and after the delivery of the Required RAO and the Post-RAO Cost Estimate from Seller to Purchaser in accordance with Section 3 above, except as otherwise set forth in this First Amendment and except for the obligation of the Seller to provide the requisite notices and request the disbursement of the Final Balance, if any, remaining in the Escrow Account in accordance with the terms of the Environmental Escrow Agreement, attached hereto as Exhibit B (the “Escrow Agreement”), all responsibilities regarding the Environmental Conditions shall be the responsibility of and shall be performed by Purchaser, without cost to, or contribution from, Seller, including without limitation (a) all monitoring and reporting obligations, including without limitation periodic groundwater monitoring, biennial monitoring and maintenance, and certifications required by or pursuant to the Required RAO and the Engineering Controls and/or Institutional Controls (if any); (b) maintaining any and all Remedial Action Permits; (c) replacement of financial assurance required by any Remedial Action Permit (and cooperation with Seller in effectuating the return of any financial assurance previously posted by Seller); (d) payment of all NJDEP fees and charges; and (e) any and all post-RAO remediation that may be required with respect to the Environmental Conditions.  Notwithstanding the foregoing, Seller shall remain responsible to remedy any deficiencies in the Required RAO in the event NJDEP audits the Required RAO during the three-year audit period and determines that it is deficient, including without limitation, performing any additionally required Remediation.

5.           COOPERATION.                                  The Parties shall reasonably cooperate with each other in good faith in order for Seller to satisfy Seller’s Post-Closing Environmental Obligations, including, without limitation, providing required consent to any Engineering Controls or Institutional Controls, and execution of any true, accurate and complete documents, including without limitation a deed notice, in connection with any Engineering Controls and Institutional Controls.  Promptly following receipt, Seller shall provide Purchaser with a copy of all final sample results, reports and other non-privileged environmental documents, and correspondence to and from governmental authorities pertaining to Seller’s Post-Closing Environmental Obligations.  Seller shall make its LSRP reasonably available to Purchaser to discuss such information.  Not less than five (5) business days prior to submittal of any report to the NJDEP, Seller shall provide Purchaser with such report in draft form so that Purchaser can review and provide comments, which comments Seller and its LSRP shall take into reasonable consideration prior to finalizing and submitting such report but which Seller is not obligated to incorporate into such report, except in the case of factual errors or inaccuracies.  Seller shall notify Purchaser in advance of any meeting being scheduled with the NJDEP regarding Seller’s Post-Closing Environmental Obligations, and Purchaser shall have the right (but not the obligation) to attend and observe any such meeting, at Purchaser’s sole cost and expense.  Purchaser shall not otherwise initiate communications with NJDEP regarding Seller’s Post-Closing Environmental Obligations except with prior notice to Seller, and Seller shall have the right at its sole cost and expense to participate in any such permitted communications, if any, between Purchaser and NJDEP.

6.           POST-CLOSING ACCESS.  After Closing, Seller and Seller’s agents, representatives and contractors shall have the non-exclusive and limited right to enter upon the Property upon not less than five (5) business days prior notice by Seller to Purchaser in order to perform work reasonably necessary to satisfy Seller’s Post-Closing Environmental Obligations; provided, however, that (a) prior to each such entry, Seller shall provide Purchaser with all information reasonably necessary to understand the work plan, which information shall include, without limitation, (i) date and time of entry, (ii) nature, location and extent of all work, (iii) duration of entry, and (iv) traffic control plans, if applicable, and (b) Seller shall use commercially reasonable efforts to comply with any reasonable requirements imposed by Purchaser in connection with such entry that are intended to minimize interference with (i) the use and operation of the Property as a commercial shopping center and/or (ii) the rights of any tenants under leases at the Property, which requirements may include the hiring of a security officer.  Performance of Seller’s Post-Closing Environmental Obligations shall be coordinated with a representative of Purchaser.  Any monitoring wells installed at the Property shall be flush mounted and installed at a location reasonably acceptable to Purchaser.  Any materials or equipment brought to the Property, or wastes generated by Seller’s Post-Closing Environmental Obligations, shall be stored at a location reasonably acceptable to Purchaser and shall be Seller’s responsibility to secure.  Seller shall remove any such wastes from the Property as expeditiously as possible, but in no event more than thirty (30) days from generation.  Purchaser and its agents and representatives shall cooperate with Seller and its agents, representatives and contractors by arranging access to such areas of the Property as shall be reasonably necessary for the purpose of permitting Seller to satisfy Seller’s Post-Closing Environmental Obligations.  Any such work shall be done in a manner so as not to unreasonably disrupt or materially interfere with business operations at the Property.  Seller shall promptly restore any disturbance of or damage to the Property caused by its activities at the Property to a condition substantially the same as that which existed before such disturbance.

7.           INSURANCE.  Prior to any entry on the Property, Seller shall cause its environmental consultant to obtain and maintain not less than One Million ($1,000,000.00) Dollars per occurrence, Two Million ($2,000,000.00) Dollars aggregate in commercial general liability insurance coverage with a contractual liability endorsement; not less than One Million ($1,000,000.00) Dollars per claim, Two Million ($2,000,000.00) Dollars aggregate in Consultants’ Professional Liability insurance; not less than One Million ($1,000,000.00) Dollars per occurrence, Two Million ($2,000,000.00) Dollars aggregate in Contractors’ Pollution Legal Liability insurance; and not less than Four Million ($4,000,000.00) Dollars per occurrence/aggregate in umbrella coverage.  All insurance policies required pursuant to this paragraph shall be issued by a recognized insurance company licensed to do business in the State of New Jersey with an AM Best Rating of “A” or better, and shall be endorsed to waive the insurer’s rights of subrogation as against Purchaser and Purchaser’s property manager, if any, at the Property.  All insurance policies (except the Consultants’ Professional Liability insurance) shall name Purchaser, its mortgagee, other parties in interest and Purchaser’s property manager, if any, at the Property as additional insureds thereunder.  Proof of the required coverage and proof of premium payment shall be provided by Seller to Purchaser prior to any entry on to the Property.  Such insurance coverage shall be maintained by Seller’s environmental consultant for a period of not less than one (1) year after issuance of the Required RAO.  In the event NJDEP audits the Required RAO during the three-year audit period and determines that it is deficient, Seller’s consultant shall re-acquire and maintain insurance in the amounts set forth above for a period of not less than one (1) year after satisfying the deficiencies identified in NJDEP’s audit.

8.           PURCHASER’S RELEASE AND INDEMNITY.  Except as expressly set forth herein with respect to the Environmental Conditions, Purchaser hereby affirms and ratifies the Releasors’ release of the Seller Parties in accordance with Section 8(d) of the Agreement, including without limitation the Releasors’ release of the Seller Parties from any and all claims, losses, damages or liabilities of any nature arising from Hazardous Materials which are on, at, or under or emanating from the Property.  In addition, upon satisfaction by Seller of Seller’s Post-Closing Environmental Obligations, Purchaser on behalf of itself and the other Releasors shall release in accordance with Section 8(d) of the Agreement the Seller Parties from any and all claims, losses, damages or liabilities of any nature arising from the Environmental Conditions.  Purchaser shall indemnify, defend and hold the Seller Parties harmless from any claims, losses, damages or liabilities of any nature arising from Purchaser’s breach of this First Amendment.  Provided Seller performs Seller’s Post-Closing Environmental Obligations in accordance with this First Amendment, Purchaser on behalf of itself and the other Releasors shall not assert any claims against the Seller Parties for lost profits, special damages and consequential damages arising from the Environmental Conditions and Seller’s Remediation of same.

9.           SELLER’S INDEMNITY.                                           Seller shall indemnify, defend and hold Purchaser and itsaffiliates, investment advisors, the partners, trustees, beneficiaries, shareholders, members, managers, directors, officers, employees, agents and representatives of each of them, and their respective heirs, successors, personal representatives and assigns harmless from and against any and all any claims, losses, damages or liabilities of any nature arising out of or caused by (a) any injury (including death) sustained by any person or persons or any damage to personal or real property by reason of any negligent, reckless or intentional act or omission on the part of the Seller and/or any employee, invitee, agent or contractor of the Seller in the course of any activities by or on behalf of the Seller at the Property in the performance of Seller’s Post-Closing Environmental Obligations; (b) any and all natural resource damage claims that may be asserted by third parties with respect to the Environmental Conditions for which Seller is responsible under this First Amendment; or (c) Seller’s breach of this First Amendment.

10.           SECURITY FOR SELLER’S PERFORMANCE.  At Closing, Seller shall deposit the sum of One Million and 00/100 ($1,000,000) Dollars in escrow in accordance with the Escrow Agreement to secure its obligation and liability to complete Seller’s Post-Closing Environmental Obligations.  In addition, Seller agrees that it shall retain an additional Five Hundred Thousand and 00/100 ($500,000) Dollars of the Purchase Price (“Retained Purchase Price”) in its account(s) to be used by Seller for the payment of Seller’s Post-Closing Environmental Obligations and the costs of maintaining the Seller entity in existence from the Closing Date through the date which is three years after issuance of the Required RAO.  Notwithstanding anything herein or in the Escrow Agreement to the contrary, (a) prior to seeking to withdraw funds from escrow pursuant to the Escrow Agreement, unless in connection with a request for a final disbursement following the issuance of the Required RAO, Seller shall expend Four Hundred Fifty Thousand and 00/100 ($450,000) Dollars of the Retained Purchase Price on the performance of Seller’s Post-Closing Environmental Obligations, and (b) Seller’s obligation to complete Seller’s Post-Closing Environmental Obligations is not limited to the escrow amount or the Retained Purchase Price. The Parties shall each execute and deliver the Escrow Agreement at Closing.

11.           PURCHASER’S TRANSFEREE.  Purchaser shall contractually bind any party to which Purchaser transfers title to all or any portion of the Property: (a) to permit Seller to exercise all of Seller’s post-Closing rights under this First Amendment; and (b) to perform all of Purchaser’s Post-Closing Environmental Obligations as described in this First Amendment.

12.           OPPORTUNITY TO CURE.  The Parties shall give each other notice of any alleged breach of the other Party’s obligations hereunder this First Amendment with a reasonable opportunity thereafter to effectuate a cure.  The Parties shall not be deemed in breach of, or to not be performing their obligations under this First Amendment, unless they fail to effectuate a cure after a reasonable opportunity to do so.    In the event that Seller fails, after notice and a reasonable opportunity to cure in accordance with this Section, to comply with the requirements of Section 3 to use commercially reasonable, diligent efforts to obtain the Required RAO, then Purchaser may at its option elect to assume the responsibility to complete the Remediation and obtain the Required RAO.  Prior to assuming such responsibility, Purchaser shall provide no less than thirty (30) days’ notice to Seller (the “Work Assumption Notice”) setting forth (a) the specific tasks that Purchaser believes remain to be accomplished in order to obtain the RAO (the “Remaining Work”), (b) a proposed schedule to accomplish the Remaining Work, (c) a cost estimate for the Remaining Work; and (d) the identity of the environmental consulting firm and LSRP selected by Purchaser to undertake the Remaining Work.  In the event that Seller disputes Purchaser’s contention that Seller is in breach of Seller’s obligations under Section 3 hereof, or disputes the Purchaser’s proposed plan to undertake the Remaining Work, Seller may, within ten (10) days after delivery of the Work Assumption Notice, notify Purchaser in good faith that it disputes Purchaser’s right to do so.  In such event, the dispute shall promptly be submitted to arbitration in Bergen County, New Jersey, pursuant to the terms of this Section 12, before one arbitrator in accordance with the procedural rules with respect to commercial disputes then in effect of the American Arbitration Association or any successor thereto.  The decision of the arbitrator shall be final, conclusive and binding on the Parties, but the powers of the arbitrator are hereby expressly limited to the determination of factual issues, and the arbitrator shall have no power to reform, supplement or modify this First Amendment.  The arbitrator shall make only required findings of fact incident to the dispute, which findings shall be set forth in reasonable detail in a written decision by the arbitrator.  The Parties shall share equally in the cost and expenses of such arbitration, and each shall separately pay its own attorneys’ fees and expenses, unless the arbitrator finds that one of the Parties did not act in good faith in connection with the dispute or the conduct of the arbitration proceeding, in which case the arbitrator may award all or part of said costs, expenses and fees to the other party.   If Seller expressly agrees to allow Purchaser to assume the Remaining Work, or if the arbitrator’s award permits Purchaser to assume the Remaining Work, Purchaser may immediately do so using (at Purchaser’s discretion) either Seller’s LSRP or Purchaser’s own LSRP (in which case Purchaser’s LSRP shall assume all of the responsibilities of Seller’s LSRP hereunder), and Purchaser may thereafter submit Withdrawal Requests (as defined in the Escrow Agreement) to the Escrow Agent in accordance with the terms of the Escrow Agreement to reimburse Purchaser for the Remediation Costs (as defined in the Escrow Agreement) Purchaser incurs in performing the Remaining Work.  Upon completion of the Remaining Work, Purchaser shall obtain and deliver to Seller a true and correct copy of the Required RAO and the Post-RAO Cost Estimate.  Nothing herein shall prohibit Seller from curing any default prior to Purchaser’s assumption of the Remaining Work as aforesaid; it being agreed that the arbitration procedure set forth in this Paragraph relates only to Purchaser’s contention that Seller is in breach of its obligations under Section 3 hereof or Seller’s dispute of Purchaser’s proposed plan to undertake the Remaining Work.  Notwithstanding anything herein, Purchaser’s assumption of the Remaining Work shall not negate Seller’s covenant to remain responsible for all costs related to Seller’s Post-Closing Environmental Obligations.

13.           SURVIVAL.  The provisions of this First Amendment shall survive the Closing and delivery of the Deed.

14.           NOTICES. All notices, approvals, consents, requests, and other communications hereunder shall be in writing and shall be deemed to have been given when the writing is delivered if given or delivered by hand, overnight delivery service or facsimile transmitter (with confirmed receipt) or email (with confirmed receipt) to the address, facsimile number or email address set forth on Exhibit C hereto, or to such other address as each party may designate for itself by like notice, and shall be deemed to have been given on the date deposited in the mail, if mailed, by first-class, registered or certified mail, postage prepaid, addressed as set forth on Exhibit C hereto, or to such other address as each party may designate for itself by like notice.

15.           GOVERNING LAW.  This First Amendment shall be governed by the laws of the State of New Jersey.  The Parties acknowledge that this First Amendment has been executed and delivered in the State of New Jersey, and the Parties submit to the jurisdiction of the courts of the State of New Jersey.

16.           NO AMENDMENT, ETC.  In the event of any conflict or inconsistency between this First Amendment and the Agreement, the terms and provisions of this First Amendment shall prevail.  No change, addition or modification to this First Amendment shall be effective unless signed in writing by both Parties.  Except as expressly set forth herein, the terms of the Agreement shall remain in full force and effect.

17.           NO ASSIGNMENT.  Seller shall not assign any rights or delegate any responsibility imposed under this First Amendment.

18.           NO RECORDING.  Neither this First Amendment nor any memorandum of this First Amendment shall be recorded.

19.           DISPUTES; PREVAILING PARTY.In the event of a dispute between Seller and Purchaser under this First Amendment, the non-prevailing party shall be responsible for the reasonable attorneys’ fees and costs of the prevailing party.

IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be executed and delivered by duly authorized persons on the day and year first above written.

SELLER:

MIDPARK HYE PARTNERS

By:           Midpark Hye Corp.,

its General Partner

By:  /s/ Mark Gabrellian

Name: Mark Gabrellian

Title:   President

PURCHASER:

URSTADT BIDDLE PROPERTIES INC.

By:  /s/ Willing L. Biddle

Name:  Willing L. Biddle

Title:  CEO

Exhibit A

Description of Environmental Conditions

Sampling conducted by Buyer’s consultant, Woodard & Curran, on September 26, 2014, identified the following Environmental Conditions in the vicinity of dry cleaning operations at the Property:

(1)           Concentrations of chlorinated volatile organic compounds in shallow groundwater:

Concentration (ug/L)

Tetrachloroethene 186

Trichloroethene 13.2

(2) Concentrations of chlorinated volatile organic compounds in sub-slab vapor:

Concentration range (ug/m3)

Tetrachloroethene                                           125.45 – 752.71

Chloroform                                           ND – 116.81

(3)           Concentrations of Other Contaminants in soil:

Concentration

2-Methylnapththalene                                           20.1 mg/kg (extractable petroleum hydrocarbons)

18,900 ug/kg (method 8270D)

Silver                                           1.29 J mg/kg

Mercury                                           0.324 mg/kg

Lead                                           131 mg/kg

Tetrachloroethene                                           18.3 ug/kg – 371 ug/kg

NOTE:  Environmental Conditions shall not include any Hazardous Materials that are migrating onto the Property from the property of another.

EXHIBIT B

ENVIRONMENTAL ESCROW AGREEMENT

EXHIBIT C

NOTICE ADDRESSES

If to Seller:

c/o Gabrellian Associates

95 North State Route 17

Paramus, New Jersey 07652

Attention: Mr. Mark Gabrellian

Email: mark@gabrellian.com

With a copy to:

Cole, Schotz, Meisel, Forman & Leonard, P.A.

25 Main Street

Hackensack, New Jersey 07601

Attention: Gary M. Albrecht, Esq.

E-mail: galbrecht@coleschotz.com

Attention: Marcie R. Horowitz, Esq.

E-mail: mhorowitz@coleschotz.com

If to Purchaser:

321 Railroad Avenue

Greenwich, Connecticut 06830

Attn: Willing L. Biddle

E-mail: wbiddle@ubproperties.com

and

321 Railroad Avenue

Greenwich, Connecticut 06830

Attn: Stephan Rapaglia

E-mail: srapaglia@ubproperties.com

With a copy to:

Greenbaum, Rowe, Smith & Davis LLP

P.O. Box 5600

Woodbridge, NJ 07095

Attn: Jay A. Jaffe, Esq.

Email: jjaffe@greenbaumlaw.com

FIRST AMENDMENT TO AGREEMENT OF SALE REGARDING ENVIRONMENTAL MATTERS – KINNELON

THIS FIRST AMENDMENT TO AGREEMENT OF SALE REGARDING ENVIRONMENTAL MATTERS (this “First Amendment”), made as of the ____ day of October, 2014, by and between KINNELON HYE L.P. (“Seller”), a New Jersey limited partnership, having an address at 95 North State Route 17, Paramus, New Jersey 07652, and URSTADT BIDDLE PROPERTIES INC., a Maryland corporation, having an address at 321 Railroad Avenue, Greenwich, Connecticut 06830 (hereinafter referred to as “Purchaser”) (Seller and Purchaser being referred to collectively as the “Parties”).

W I T N E S S E T H :

WHEREAS, the Parties (among others) entered into an Agreement of Sale dated as of September 12, 2014 (the “Agreement”) with respect to the Kinnelon Real Property (hereinafter, the “Property”), among other properties; and

WHEREAS, in the course of Purchaser’s due diligence it identified the presence of the chlorinated solvent tetrachloroethene (and its breakdown products) in and around the location of the dry cleaning operation at the Property, as more particularly described in Exhibit A attached hereto, which Seller has reported to the New Jersey Department of Environmental Protection and which report has been assigned Notification Number 14-10-03-1625-07 (the “Environmental Conditions”); and

WHEREAS, the Parties have agreed to allocate post-closing responsibility for the Remediation (as hereinafter defined) of the Environmental Conditions in accordance with the terms of this First Amendment.

NOW, THEREFORE, in consideration of the mutual promises herein made, it is agreed as follows:

68.RECITALS.  The recitals set forth above are incorporated by reference as if fully set forth at length herein.

69.DEFINITIONS.  Capitalized terms used herein that are defined in the Agreement shall, unless defined herein, have the meanings ascribed to them in the Agreement.  In addition to the terms defined elsewhere herein, the following terms shall have the following meanings when used herein:

“CEA” means Classification Exception Area, Well Restriction Area or both, as those terms are defined in Environmental Requirements.

“Engineering Controls” means caps (including all site preparation, grading and subbase material), covers, below grade dikes, below grade trenches, below grade leachate collection systems, “engineering controls” as defined in Environmental Requirements and such similar approaches as may hereafter be available or authorized for use, excluding signs and fencing.

“Institutional Controls” means an administrative mechanism used to limit human activities at or near a contaminated site or to ensure the effectiveness of the remedial action over time, when contaminants remain at a contaminated site at levels or concentrations above the applicable remediation standard that would allow unrestricted use of that property, including,  without limitation, land use restrictions; natural resources use restrictions; CEAs; deed notices regarding the presence of Hazardous Materials; “institutional controls” as defined in Environmental Requirements; and such similar approaches that may hereafter be available or authorized for use.

“LSRP” means Licensed Site Remediation Professional, as defined in N.J.S.A. 58:10C-1 etseq.

“NJDEP” shall mean the New Jersey Department of Environmental Protection or any successor agency.

“Release” means the release, spill, discharge, leak or emission of Hazardous Materials into the environment, but shall not mean the passive migration of Hazardous Materials present in the environment (except that “Release” shall include the passive migration, if any, of the Environmental Conditions).

“Remedial Action Permit” shall have the meaning described in N.J.S.A. 58:10C.

“Remediate” or “Remediation” shall means all necessary actions to investigate and cleanup a Release of Hazardous Materials, including, without limitation, the preliminary assessment, site investigation, remedial investigation, remedial selection and remedial action, as any of the foregoing is defined in the Environmental Requirements.

“Response Action Outcome” or “RAO” shall have the meaning described in N.J.S.A. 58:10C, and shall include any successor or equivalent document created or authorized by NJDEP or the State of New Jersey that is intended to serve as a final remediation document indicating that the Environmental Conditions have been Remediated in accordance with NJDEP requirements.

70.SELLER’S POST-CLOSING ENVIRONMENTAL OBLIGATIONS.  Seller shall, using commercially reasonable, diligent efforts, and at its sole cost and expense, commence and complete all tasks necessary to obtain and deliver to Purchaser an area-of-concern only RAO issued by an LSRP retained by Seller with respect solely to the Environmental Conditions existing at the Property as of the Closing Date (the “Required RAO”), including, but not limited to: (a) performing all actions necessary to Remediate the Environmental Conditions in connection with obtaining the Required RAO; (b) obtaining any and all Remedial Action Permits required in connection with obtaining the Required RAO; (c) posting of any financial assurance required by any such Remedial Action Permit; (d) payment of all NJDEP fees and charges required in connection with obtaining the Required RAO; (e) closure of all monitoring wells and the removal and decommissioning of all materials and equipment not required for post-RAO purposes; and (f) remedying any deficiencies in the Required RAO in the event NJDEP audits the Required RAO during the three-year audit period and determines that it is deficient, including without limitation, performing any additionally required Remediation  (“Seller’s Post-Closing Environmental Obligations”).  Seller may Remediate the Environmental Conditions to the least restrictive cleanup levels acceptable to the NJDEP, which Remediation may include residential use restrictions and/or the use of Engineering Controls and/or Institutional Controls, including, without limitation, the imposition of a deed notice and/or a CEA, as long as such Engineering Controls or Institutional Controls do not: (i) materially interfere with the use and operation of the Property as a commercial shopping center; (ii) materially interfere with the rights of any tenants under leases at the Property; or (iii) at the time of the issuance of the Required RAO be anticipated to involve any active remediation or mitigation systems other than a sub-slab depressurization system.  Contemporaneous with the delivery of the Required RAO from Seller to Purchaser, Seller shall deliver to Purchaser a document prepared by Seller’s LSRP setting forth the present value (using a discount rate of 4%) of the reasonably estimated cost of Purchaser’s Post-Closing Environmental Obligations (as defined below) associated with the monitoring and maintenance of any and all Engineering Controls and/or Institutional Controls established in connection with the Required RAO (the “Post-RAO Cost Estimate”).  All work undertaken to obtain the Required RAO shall be performed in a good and workmanlike manner, in accordance with all applicable laws, including all Environmental Requirements, and free and clear of all liens and encumbrances.  Nothing herein shall be construed to require Seller to perform any Remediation of or assume responsibility for Hazardous Materials at the Property other than those within the meaning of the term “Environmental Conditions” as defined above.  Seller shall not be responsible for any Hazardous Materials Released on, at, or under the Property after the Closing Date, or which are migrating onto the Property from the property of another, including without limitation any Environmental Conditions to the extent that such are determined by Seller’s LSRP to derive from an off-site source.

71.PURCHASER’S POST-CLOSING ENVIRONMENTAL OBLIGATIONS.  From and after the delivery of the Required RAO and the Post-RAO Cost Estimate from Seller to Purchaser in accordance with Section 3 above, except as otherwise set forth in this First Amendment and except for the obligation of the Seller to provide the requisite notices and request the disbursement of the Final Balance, if any, remaining in the Escrow Account in accordance with the terms of the Environmental Escrow Agreement, attached hereto as Exhibit B (the “Escrow Agreement”), all responsibilities regarding the Environmental Conditions shall be the responsibility of and shall be performed by Purchaser, without cost to, or contribution from, Seller, including without limitation (a) all monitoring and reporting obligations, including without limitation periodic groundwater monitoring, biennial monitoring and maintenance, and certifications required by or pursuant to the Required RAO and the Engineering Controls and/or Institutional Controls (if any); (b) maintaining any and all Remedial Action Permits; (c) replacement of financial assurance required by any Remedial Action Permit (and cooperation with Seller in effectuating the return of any financial assurance previously posted by Seller); (d) payment of all NJDEP fees and charges; and (e) any and all post-RAO remediation that may be required with respect to the Environmental Conditions.  Notwithstanding the foregoing, Seller shall remain responsible to remedy any deficiencies in the Required RAO in the event NJDEP audits the Required RAO during the three-year audit period and determines that it is deficient, including without limitation, performing any additionally required Remediation.

5.           COOPERATION.                                  The Parties shall reasonably cooperate with each other in good faith in order for Seller to satisfy Seller’s Post-Closing Environmental Obligations, including, without limitation, providing required consent to any Engineering Controls or Institutional Controls, and execution of any true, accurate and complete documents, including without limitation a deed notice, in connection with any Engineering Controls and Institutional Controls.  Promptly following receipt, Seller shall provide Purchaser with a copy of all final sample results, reports and other non-privileged environmental documents, and correspondence to and from governmental authorities pertaining to Seller’s Post-Closing Environmental Obligations.  Seller shall make its LSRP reasonably available to Purchaser to discuss such information.  Not less than five (5) business days prior to submittal of any report to the NJDEP, Seller shall provide Purchaser with such report in draft form so that Purchaser can review and provide comments, which comments Seller and its LSRP shall take into reasonable consideration prior to finalizing and submitting such report but which Seller is not obligated to incorporate into such report, except in the case of factual errors or inaccuracies.  Seller shall notify Purchaser in advance of any meeting being scheduled with the NJDEP regarding Seller’s Post-Closing Environmental Obligations, and Purchaser shall have the right (but not the obligation) to attend and observe any such meeting, at Purchaser’s sole cost and expense.  Purchaser shall not otherwise initiate communications with NJDEP regarding Seller’s Post-Closing Environmental Obligations except with prior notice to Seller, and Seller shall have the right at its sole cost and expense to participate in any such permitted communications, if any, between Purchaser and NJDEP.

6.           POST-CLOSING ACCESS.  After Closing, Seller and Seller’s agents, representatives and contractors shall have the non-exclusive and limited right to enter upon the Property upon not less than five (5) business days prior notice by Seller to Purchaser in order to perform work reasonably necessary to satisfy Seller’s Post-Closing Environmental Obligations; provided, however, that (a) prior to each such entry, Seller shall provide Purchaser with all information reasonably necessary to understand the work plan, which information shall include, without limitation, (i) date and time of entry, (ii) nature, location and extent of all work, (iii) duration of entry, and (iv) traffic control plans, if applicable, and (b) Seller shall use commercially reasonable efforts to comply with any reasonable requirements imposed by Purchaser in connection with such entry that are intended to minimize interference with (i) the use and operation of the Property as a commercial shopping center and/or (ii) the rights of any tenants under leases at the Property, which requirements may include the hiring of a security officer.  Performance of Seller’s Post-Closing Environmental Obligations shall be coordinated with a representative of Purchaser.  Any monitoring wells installed at the Property shall be flush mounted and installed at a location reasonably acceptable to Purchaser.  Any materials or equipment brought to the Property, or wastes generated by Seller’s Post-Closing Environmental Obligations, shall be stored at a location reasonably acceptable to Purchaser and shall be Seller’s responsibility to secure.  Seller shall remove any such wastes from the Property as expeditiously as possible, but in no event more than thirty (30) days from generation.  Purchaser and its agents and representatives shall cooperate with Seller and its agents, representatives and contractors by arranging access to such areas of the Property as shall be reasonably necessary for the purpose of permitting Seller to satisfy Seller’s Post-Closing Environmental Obligations.  Any such work shall be done in a manner so as not to unreasonably disrupt or materially interfere with business operations at the Property.  Seller shall promptly restore any disturbance of or damage to the Property caused by its activities at the Property to a condition substantially the same as that which existed before such disturbance.

7.           INSURANCE.  Prior to any entry on the Property, Seller shall cause its environmental consultant to obtain and maintain not less than One Million ($1,000,000.00) Dollars per occurrence, Two Million ($2,000,000.00) Dollars aggregate in commercial general liability insurance coverage with a contractual liability endorsement; not less than One Million ($1,000,000.00) Dollars per claim, Two Million ($2,000,000.00) Dollars aggregate in Consultants’ Professional Liability insurance; not less than One Million ($1,000,000.00) Dollars per occurrence, Two Million ($2,000,000.00) Dollars aggregate in Contractors’ Pollution Legal Liability insurance; and not less than Four Million ($4,000,000.00) Dollars per occurrence/aggregate in umbrella coverage.  All insurance policies required pursuant to this paragraph shall be issued by a recognized insurance company licensed to do business in the State of New Jersey with an AM Best Rating of “A” or better, and shall be endorsed to waive the insurer’s rights of subrogation as against Purchaser and Purchaser’s property manager, if any, at the Property.  All insurance policies (except the Consultants’ Professional Liability insurance) shall name Purchaser, its mortgagee, other parties in interest and Purchaser’s property manager, if any, at the Property as additional insureds thereunder.  Proof of the required coverage and proof of premium payment shall be provided by Seller to Purchaser prior to any entry on to the Property.  Such insurance coverage shall be maintained by Seller’s environmental consultant for a period of not less than one (1) year after issuance of the Required RAO.  In the event NJDEP audits the Required RAO during the three-year audit period and determines that it is deficient, Seller’s consultant shall re-acquire and maintain insurance in the amounts set forth above for a period of not less than one (1) year after satisfying the deficiencies identified in NJDEP’s audit.

8.           PURCHASER’S RELEASE AND INDEMNITY.  Except as expressly set forth herein with respect to the Environmental Conditions, Purchaser hereby affirms and ratifies the Releasors’ release of the Seller Parties in accordance with Section 8(d) of the Agreement, including without limitation the Releasors’ release of the Seller Parties from any and all claims, losses, damages or liabilities of any nature arising from Hazardous Materials which are on, at, or under or emanating from the Property.  In addition, upon satisfaction by Seller of Seller’s Post-Closing Environmental Obligations, Purchaser on behalf of itself and the other Releasors shall release in accordance with Section 8(d) of the Agreement the Seller Parties from any and all claims, losses, damages or liabilities of any nature arising from the Environmental Conditions.  Purchaser shall indemnify, defend and hold the Seller Parties harmless from any claims, losses, damages or liabilities of any nature arising from Purchaser’s breach of this First Amendment.  Provided Seller performs Seller’s Post-Closing Environmental Obligations in accordance with this First Amendment, Purchaser on behalf of itself and the other Releasors shall not assert any claims against the Seller Parties for lost profits, special damages and consequential damages arising from the Environmental Conditions and Seller’s Remediation of same.

9.           SELLER’S INDEMNITY.                                           Seller shall indemnify, defend and hold Purchaser and itsaffiliates, investment advisors, the partners, trustees, beneficiaries, shareholders, members, managers, directors, officers, employees, agents and representatives of each of them, and their respective heirs, successors, personal representatives and assigns harmless from and against any and all any claims, losses, damages or liabilities of any nature arising out of or caused by (a) any injury (including death) sustained by any person or persons or any damage to personal or real property by reason of any negligent, reckless or intentional act or omission on the part of the Seller and/or any employee, invitee, agent or contractor of the Seller in the course of any activities by or on behalf of the Seller at the Property in the performance of Seller’s Post-Closing Environmental Obligations; (b) any and all natural resource damage claims that may be asserted by third parties with respect to the Environmental Conditions for which Seller is responsible under this First Amendment; or (c) Seller’s breach of this First Amendment.

10.           SECURITY FOR SELLER’S PERFORMANCE.  At Closing, Seller shall deposit the sum of One Million and 00/100 ($1,000,000) Dollars in escrow in accordance with the Escrow Agreement to secure its obligation and liability to complete Seller’s Post-Closing Environmental Obligations.  In addition, Seller agrees that it shall retain an additional Five Hundred Thousand and 00/100 ($500,000) Dollars of the Purchase Price (“Retained Purchase Price”) in its account(s) to be used by Seller for the payment of Seller’s Post-Closing Environmental Obligations and the costs of maintaining the Seller entity in existence from the Closing Date through the date which is three years after issuance of the Required RAO.  Notwithstanding anything herein or in the Escrow Agreement to the contrary, (a) prior to seeking to withdraw funds from escrow pursuant to the Escrow Agreement, unless in connection with a request for a final disbursement following the issuance of the Required RAO, Seller shall expend Four Hundred Fifty Thousand and 00/100 ($450,000) Dollars of the Retained Purchase Price on the performance of Seller’s Post-Closing Environmental Obligations, and (b) Seller’s obligation to complete Seller’s Post-Closing Environmental Obligations is not limited to the escrow amount or the Retained Purchase Price. The Parties shall each execute and deliver the Escrow Agreement at Closing.

11.           PURCHASER’S TRANSFEREE.  Purchaser shall contractually bind any party to which Purchaser transfers title to all or any portion of the Property: (a) to permit Seller to exercise all of Seller’s post-Closing rights under this First Amendment; and (b) to perform all of Purchaser’s Post-Closing Environmental Obligations as described in this First Amendment.

12.           OPPORTUNITY TO CURE.  The Parties shall give each other notice of any alleged breach of the other Party’s obligations hereunder this First Amendment with a reasonable opportunity thereafter to effectuate a cure.  The Parties shall not be deemed in breach of, or to not be performing their obligations under this First Amendment, unless they fail to effectuate a cure after a reasonable opportunity to do so.    In the event that Seller fails, after notice and a reasonable opportunity to cure in accordance with this Section, to comply with the requirements of Section 3 to use commercially reasonable, diligent efforts to obtain the Required RAO, then Purchaser may at its option elect to assume the responsibility to complete the Remediation and obtain the Required RAO.  Prior to assuming such responsibility, Purchaser shall provide no less than thirty (30) days’ notice to Seller (the “Work Assumption Notice”) setting forth (a) the specific tasks that Purchaser believes remain to be accomplished in order to obtain the RAO (the “Remaining Work”), (b) a proposed schedule to accomplish the Remaining Work, (c) a cost estimate for the Remaining Work; and (d) the identity of the environmental consulting firm and LSRP selected by Purchaser to undertake the Remaining Work.  In the event that Seller disputes Purchaser’s contention that Seller is in breach of Seller’s obligations under Section 3 hereof, or disputes the Purchaser’s proposed plan to undertake the Remaining Work, Seller may, within ten (10) days after delivery of the Work Assumption Notice, notify Purchaser in good faith that it disputes Purchaser’s right to do so.  In such event, the dispute shall promptly be submitted to arbitration in Morris County, New Jersey, pursuant to the terms of this Section 12, before one arbitrator in accordance with the procedural rules with respect to commercial disputes then in effect of the American Arbitration Association or any successor thereto.  The decision of the arbitrator shall be final, conclusive and binding on the Parties, but the powers of the arbitrator are hereby expressly limited to the determination of factual issues, and the arbitrator shall have no power to reform, supplement or modify this First Amendment.  The arbitrator shall make only required findings of fact incident to the dispute, which findings shall be set forth in reasonable detail in a written decision by the arbitrator.  The Parties shall share equally in the cost and expenses of such arbitration, and each shall separately pay its own attorneys’ fees and expenses, unless the arbitrator finds that one of the Parties did not act in good faith in connection with the dispute or the conduct of the arbitration proceeding, in which case the arbitrator may award all or part of said costs, expenses and fees to the other party.   If Seller expressly agrees to allow Purchaser to assume the Remaining Work, or if the arbitrator’s award permits Purchaser to assume the Remaining Work, Purchaser may immediately do so using (at Purchaser’s discretion) either Seller’s LSRP or Purchaser’s own LSRP (in which case Purchaser’s LSRP shall assume all of the responsibilities of Seller’s LSRP hereunder), and Purchaser may thereafter submit Withdrawal Requests (as defined in the Escrow Agreement) to the Escrow Agent in accordance with the terms of the Escrow Agreement to reimburse Purchaser for the Remediation Costs (as defined in the Escrow Agreement) Purchaser incurs in performing the Remaining Work.  Upon completion of the Remaining Work, Purchaser shall obtain and deliver to Seller a true and correct copy of the Required RAO and the Post-RAO Cost Estimate.  Nothing herein shall prohibit Seller from curing any default prior to Purchaser’s assumption of the Remaining Work as aforesaid; it being agreed that the arbitration procedure set forth in this Paragraph relates only to Purchaser’s contention that Seller is in breach of its obligations under Section 3 hereof or Seller’s dispute of Purchaser’s proposed plan to undertake the Remaining Work.  Notwithstanding anything herein, Purchaser’s assumption of the Remaining Work shall not negate Seller’s covenant to remain responsible for all costs related to Seller’s Post-Closing Environmental Obligations.

13.           SURVIVAL.  The provisions of this First Amendment shall survive the Closing and delivery of the Deed.

14.           NOTICES. All notices, approvals, consents, requests, and other communications hereunder shall be in writing and shall be deemed to have been given when the writing is delivered if given or delivered by hand, overnight delivery service or facsimile transmitter (with confirmed receipt) or email (with confirmed receipt) to the address, facsimile number or email address set forth on Exhibit C hereto, or to such other address as each party may designate for itself by like notice, and shall be deemed to have been given on the date deposited in the mail, if mailed, by first-class, registered or certified mail, postage prepaid, addressed as set forth on Exhibit C hereto, or to such other address as each party may designate for itself by like notice.

15.           GOVERNING LAW.  This First Amendment shall be governed by the laws of the State of New Jersey.  The Parties acknowledge that this First Amendment has been executed and delivered in the State of New Jersey, and the Parties submit to the jurisdiction of the courts of the State of New Jersey.

16.           NO AMENDMENT, ETC.  In the event of any conflict or inconsistency between this First Amendment and the Agreement, the terms and provisions of this First Amendment shall prevail.  No change, addition or modification to this First Amendment shall be effective unless signed in writing by both Parties.  Except as expressly set forth herein, the terms of the Agreement shall remain in full force and effect.

17.           NO ASSIGNMENT.  Seller shall not assign any rights or delegate any responsibility imposed under this First Amendment.

18.           NO RECORDING.  Neither this First Amendment nor any memorandum of this First Amendment shall be recorded.

19.           DISPUTES; PREVAILING PARTY.In the event of a dispute between Seller and Purchaser under this First Amendment, the non-prevailing party shall be responsible for the reasonable attorneys’ fees and costs of the prevailing party.

IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be executed and delivered by duly authorized persons on the day and year first above written.

SELLER:

KINNELON HYE L.P.

By:           Midpark Hye Corp.,

its General Partner

By:  /s/ Mark Gabrellian

Name: Mark Gabrellian

Title:   President

PURCHASER:

URSTADT BIDDLE PROPERTIES INC.

By:  /s/ Willing L. Biddle

Name:  Willing L. Biddle

Title:  CEO

Exhibit A

Description of Environmental Conditions

Sampling conducted by Buyer’s consultant, Woodard & Curran, on September 17, 2014, identified the following Environmental Conditions in the vicinity of dry cleaning operations at the Property:

(1)           Concentrations of chlorinated volatile organic compounds in shallow groundwater:

Concentration range (ug/L)

Tetrachloroethene 18.5 - 176

Trichloroethene 5.6 - 68.9

Vinyl chloride ND – 1

(2) Concentrations of chlorinated volatile organic compounds in sub-slab vapor:

Concentration range (ug/m3)

Tetrachloroethene                                           1,003.62 – 34,787.49

Trichloroethene                                            259.04 – 1,053.35

Vinyl chloride                                           ND – 60.84

Chloroform                                           171.32 – 2,949.45

NOTE:  Environmental Conditions shall not include any Hazardous Materials that are migrating onto the Property from the property of another.

EXHIBIT B

ENVIRONMENTAL ESCROW AGREEMENT

EXHIBIT C

NOTICE ADDRESSES

If to Seller:

c/o Gabrellian Associates

95 North State Route 17

Paramus, New Jersey 07652

Attention: Mr. Mark Gabrellian

Email: mark@gabrellian.com

With a copy to:

Cole, Schotz, Meisel, Forman & Leonard, P.A.

25 Main Street

Hackensack, New Jersey 07601

Attention: Gary M. Albrecht, Esq.

E-mail: galbrecht@coleschotz.com

Attention: Marcie R. Horowitz, Esq.

E-mail: mhorowitz@coleschotz.com

If to Purchaser:

321 Railroad Avenue

Greenwich, Connecticut 06830

Attn: Willing L. Biddle

E-mail: wbiddle@ubproperties.com

and

321 Railroad Avenue

Greenwich, Connecticut 06830

Attn: Stephan Rapaglia

E-mail: srapaglia@ubproperties.com

With a copy to:

Greenbaum, Rowe, Smith & Davis LLP

P.O. Box 5600

Woodbridge, NJ 07095

Attn: Jay A. Jaffe, Esq.

Email: jjaffe@greenbaumlaw.com

AMENDMENT TO AGREEMENT OF SALE - POST-CLOSING ITEMS

THIS AMENDMENT TO AGREEMENT OF SALE – POST CLOSING ITEMS (this “Amendment”), is made as of December 10, 2014 (“Effective Date”), by and among KINNELON HYE L.P. (“Kinnelon Hye”), MIDPARK HYE PARTNERS (“Midpark Hye”), POMPTON LAKES HYE PARTNERS (“Pompton Lakes Hye”), and WYCKOFF HYE PARTNERS (“Wyckoff Hye”, along with Kinnelon Hye, Midpark Hye and Pompton Lakes Hye referred to herein jointly and severally, as the context requires, as “Seller”), each being a New Jersey limited partnership and having an address at 95 North State Route 17, Paramus, New Jersey 07652, and UB KINNELON I, LLC (“UB Kinnelon”), UB MIDLAND PARK I, LLC (“UB Midland Park”), UB POMPTON LAKES I, LLC (“UB Pompton Lakes”) and UB WYCKOFF I, LLC (“UB Wyckoff”, along with UB Kinnelon, UB Midland Park and UB Pompton Lakes referred to herein jointly and severally, as the context requires, as “Purchaser”), each being a New Jersey limited liability company, having an address at 321 Railroad Avenue, Greenwich, Connecticut 06830.

W I T N E S S E T H :

WHEREAS, Seller and Purchaser entered into an Agreement of Sale dated as of September 12, 2014 (as same has been amended and assigned, the “Agreement”), with respect to the Property described in said Agreement; and

WHEREAS, as a result of matters raised following the Approvals Date (as defined in the Agreement), the Seller and Purchaser wish to memorialize certain agreements reached between them.

NOW, THEREFORE, in consideration of the mutual promises herein made, it is agreed as follows:

72.RECITALS.  The recitals set forth above are incorporated by reference as if fully set forth at length herein.

73.PROFESSIONAL FEES – THE DOCTORS OFFICE OF NEW JERSEY, LLC.  UB Midland Park acknowledges its agreement to reimburse Midpark Hye for the fees and costs charged by Midpark Hye’s attorneys, professional planner and any other professionals for services provided solely in connection with preparation for, or appearance at, the meeting of the Board of Adjustment of Midland Park to address Midpark Hye’s application for a parking variance relating to the proposed use of space at the Midland Park Real Property by The Doctors Office of New Jersey, which meeting is presently scheduled for December 10, 2014 (collectively, the “Professional Fees”).  UB  Midland Park shall reimburse Midpark Hye for the Professional Fees incurred by Midpark Hye within ten (10) days after Midpark Hye’s request therefor, accompanied by reasonable back-up documentation.

74.SETTLEMENT AGREEMENTS.

(a)Reference is hereby made to that certain Stipulation of Settlement between Midpark Hye and Martinka & Co., Inc. and Ted Bogusta, individually, filed with the Superior Court of New Jersey, Law Division: Bergen County under Docket No. BER-L-8283-14 on October 14, 2014 and attached hereto as part of Exhibit “A” hereto (the “Martinka Stipulation”), which provides, inter alia, for the payment of an arrearage of $34,030.08 (the “Martinka Arrearage”).  Midpark Hye and UB Midland Park hereby agree that the terms of Paragraph 11(k) of the Agreement apply to the balance of the Martinka Arrearage which remains outstanding as of the Effective Date.

(b)Reference is hereby made to that certain Consent to Enter Judgment (Tenant to Stay in Premises) between Midpark Hye and Lieth Midland Park LLC d/b/a Westwood Sleep Centers, as successor in interest to Lieth Incorporated  d/b/a Westwood Sleep Centers, filed with the Superior Court of New Jersey Law Division: Bergen County Special Civil Part, Landlord/Tenant Division under Docket No. BER-LT-009462-14 on November 21, 2014 and attached hereto as part of Exhibit “A” hereto (the “Westwood Sleep Consent Judgment”), which provides, inter alia, for the payment of an arrearage of $26,405.85 (the “Westwood Sleep Arrearage”).  Midpark Hye and UB Midland Park hereby agree that the terms of Paragraph 11(k) of the Agreement apply to the balance of the Westwood Sleep Arrearage which remains outstanding as of the Effective Date.

75.BROKERAGE COMMISSIONS.

(a)UB Kinnelon acknowledges that Welco Realty, Inc. (“Welco”) introduced Marshalls of MA, Inc. (“Marshalls”) to the Kinnelon Real Property (as defined in the Agreement) and has acted as the broker for a lease transaction which is under negotiation as of the Effective Date.  UB Kinnelon agrees that it shall be solely responsible for any commission due to Welco in connection with the leasing of space to Marshalls at the Kinnelon Real Property in accordance with the terms of the existing Exclusive Listing Agreement between Kinnelon Hye and Welco.

(b)UB Midland Park acknowledges that Welco Realty, Inc. (“Welco”) introduced Brilliant Toys, Games & Books (“Toy Store”) to the Midland Park Real Property (as defined in the Agreement) and has acted as the broker for a potential lease at the Midland Park Real Property, the basic terms of which are presently being negotiated.  UB Midland Park agrees that it shall be solely responsible for any commission due to Welco in connection with the leasing of space to the Toy Store at the Midland Park Real Property in accordance with the terms of the existing Exclusive Listing Agreement between Midpark Hye and Welco.

(c)UB Pompton Lakes acknowledges that Jeffery Realty, Inc. (“Jeffery”) introduced Hong Kong Taste (“HKT”) to the Pompton Lakes Real Property (as defined in the Agreement) and has acted as the broker for a lease transaction which is under negotiation as of the Effective Date.  UB Pompton Lakes agrees that it shall be solely responsible for any commission due to Jeffery in connection with the leasing of space to HKT at the Pompton Lakes Real Property in accordance with the terms of the existing Exclusive Listing Agreement between Pompton Lakes Hye and Jeffery.

76.ESTOPPEL ISSUES.

(a)Tuesday Morning.  Midpark Hye acknowledges that Tuesday Morning has alleged that Midpark Hye owes Tuesday Morning fifty percent of the cost of a repair made to the elevator shaft in the Tuesday Morning premises (“Repair Dispute”).  Midpark Hye agrees to defend any claim brought against UB Midland Park for the Repair Dispute and to pay any amount deemed to be due and owing by Midpark Hye (or UB Midland Park as successor in interest to Midpark Hye) to resolve the Repair Dispute.

(b)Tara’s Tots.  Midpark Hye acknowledges that Tara’s Tots has alleged that Midpark Hye is holding a larger security deposit than is reflected in Midpark Hye’s records (“Deposit Discrepancy”).  Midpark Hye agrees to defend any claim brought against UB Midland Park for the Deposit Discrepancy and pay any amount deemed to be due and owing by Midpark Hye (or UB Midland Park as successor in interest to Midpark Hye) to resolve the Deposit Discrepancy.

77.LEASE DOCUMENTS.  Seller hereby certifies that, to the best of its knowledge and belief, any instrument listed on the Tenant List (in its current form on the Effective Date) delivered to Purchaser on the Effective Date which is not an original is a true and correct copy of the original thereof.

78.TIMING OF SELLER DISSOLUTION.  Each Seller hereby represents and warrants to the Purchaser that it shall not dissolve until such Seller has no further on-going obligations under the applicable First Amendment to Agreement of Sale Regarding Environmental Matters dated October 27, 2014 pertaining to the portion of the Property previously owned by such Seller.

79.SURVIVAL. The obligations set forth in this Amendment shall survive the Closing (as defined in the Agreement).

80.OUTSTANDING ESTOPPELS.  The Seller has not obtained estoppel certificates from (a) PNC Bank (Kinnleon), (b) Dollar Den (Kinnelon), and (c) Wholesale Photo (Midland Park) as of the Effective Date (“Required Estoppels”).  Seller shall deliver the Required Estoppels from such tenants within ten (10) business days after the Effective Date, failing which Kinnelon Hye and/or Midpark Hye, as applicable, shall deliver a Seller estoppel in accordance with Paragraph 13(e)(iii) of the Agreement.

81.MISCELLANEOUS.

(a)All capitalized terms used in this Amendment and not otherwise defined or redefined herein shall have the same meanings as previously given in the Agreement.  All capitalized terms which are defined herein and are used in the Agreement shall have the new meanings ascribed to such terms in this Amendment.

(b)Except as herein amended, the Agreement is hereby ratified and confirmed and shall continue in full force and effect, and all of the terms, covenants and conditions contained in the Agreement shall remain in full force and effect.

(c)In the event of any conflict between the terms of the Agreement and this Amendment, the terms of this Amendment shall prevail.

(d)This Amendment may be executed in the manner permitted under Paragraph 42 of the Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered by duly authorized persons on the day and year first above written.

[No Further Text On This Page; Signature Page Follows]

SELLER:

KINNELON HYE L.P.

By:           Midpark Hye Corp.,

its General Partner

By:  /s/ Mark Gabrellian

Name: Mark Gabrellian

Title:   President

MIDPARK HYE PARTNERS

By:           Midpark Hye Corp.,

its General Partner

By:  /s/ Mark Gabrellian

Name: Mark Gabrellian

Title:   President

POMPTON LAKES HYE PARTNERS

By:           Midpark Hye Corp.,

its General Partner

By:  /s/ Mark Gabrellian

Name: Mark Gabrellian

Title:   President

WYCKOFF HYE PARTNERS

By:           Midpark Hye Corp.,

its General Partner

By:  /s/ Mark Gabrellian

Name: Mark Gabrellian

Title:   President

PURCHASER:

UB KINNELON I, LLC

By:           Urstadt Biddle Properties Inc.,

its Sole Member

By: /s/ Willing L. Biddle

Name: Willing L. Biddle

Title:   President

UB MIDLAND PARK I, LLC

By:           Urstadt Biddle Properties Inc.,

its Sole Member

By:  /s/ Willing L. Biddle

Name: Willing L. Biddle

Title:   President

UB POMPTON LAKES I, LLC

By:           Urstadt Biddle Properties Inc.,

its Sole Member

By:  /s/ Willing L. Biddle

Name: Willing L. Biddle

Title:   President

UB WYCKOFF I, LLC

By:           Urstadt Biddle Properties Inc.,

its Sole Member

By:  /s/ Willing L. Biddle

Name: Willing L. Biddle

Title:   President

EXHIBIT “A”

Settlement Agreements

(Attached)

Pompton Lakes Hye Partners

95 North State Route 17

Paramus, NJ 07652

December 10, 2014

Urstadt Biddle Properties Inc.

UB Pompton Lakes I, LLC

321 Railroad Avenue

Greenwich, CT 06830

Re: Pompton Lakes Real Property

        Environmental Matters

Gentlemen:

Reference is made to the Agreement of Sale dated September 12, 2014 (“Agreement”) and the First Amendment to Agreement of Sale Regarding Environmental Matters – Pompton Lakes dated October 27, 2014 (“First Amendment”).  Capitalized terms used herein that are defined in the Agreement and First Amendment shall have the meanings ascribed to them in those documents, unless redefined herein.

The following agreements supplement those contained in the First Amendment and shall survive the Closing of the sale from Seller to Purchaser’s assignee, UB Pompton Lakes I, LLC (Purchaser and UB Pompton Lakes I, LLC hereby together referred to as “Purchaser”):

1.   Seller has conducted the Pre-Closing Investigation outlined in Section 3(a) of the First Amendment, and has delivered to Purchaser a letter from its LSRP dated December 9, 2014 (a copy of which, excluding the appended laboratory analytical reports, is attached as Exhibit A hereto), stating such LSRP’s determination that no Dry Cleaning Solvents are present in sub-slab gases beneath the VIP Cleaners Space at levels exceeding the NJDEP’s soil gas non-residential screening level for such Dry Cleaner Solvent(s) and that pursuant to the NJDEP Technical Requirements for Site Remediation, no further investigation or Remediation is required with respect to the Dry Cleaner Solvents in the sub-slab gas in the vicinity of the VIP Cleaners Space (the “LSRP Letter”).  Purchaser accepts the LSRP Letter for the purposes set forth in Section 3(a) of the First Amendment.

2.   Accordingly, pursuant to Section 3(c) of the First Amendment, and except as to Seller’s obligations in Section 3(b) of the First Amendment, (i) the First Amendment is hereby terminated as of the Closing Date with no further obligation of Seller with respect to the matters addressed therein, and (ii) Purchaser hereby affirms as of the Closing Date and ratifies the Releasors’ release of the Seller Parties in accordance with Section 8(d) of the Agreement, including without limitation, the Releasors’ release of the Seller Parties from any and all claims, losses, damages or liabilities of any nature arising from Hazardous Materials which are on, at, or under or emanating from the Pompton Lakes Real Property, including without limitation the Environmental Conditions.

3.   In accordance with Section 3(b) of the First Amendment, Seller has applied for a Remedial Action Permit for Soil (“Permit”) regarding the Deed Notice.  Seller shall remain responsible after Closing to prosecute the application and deliver the Permit to Purchaser, and shall be solely responsible for any fines or penalties issued by the NJDEP pertaining to Seller’s actions or omissions prior to Closing with regard to the Deed Notice, the Permit application, or the Permit.   Promptly upon receipt of the Permit, Seller shall prepare and submit to the NJDEP a Remedial Action Permit Transfer/Change of Ownership Application (“Transfer Application”) to the NJDEP pursuant to which Purchaser shall be identified as the person with primary responsibility for Permit compliance and Seller, as statutory permittee, shall be removed from the Permit.   Purchaser shall cooperate and work in good faith with Seller to complete the Transfer Application, including executing an accurate and complete Transfer Application, and shall provide such true and correct information as is necessary for Seller to complete the Transfer Application, including without limitation, and if necessary, information related to the financial assurance mechanism to be selected by Purchaser.  Each party shall be responsible for its own costs and expenses incurred to prepare the application, except that Seller shall be responsible to pay the Permit Transfer Fee.  Upon transfer of the Permit, Purchaser shall be responsible to comply with all requirements thereof, including any requirement to post financial assurance with respect to the Permit.

[Rest of page intentionally left blank.]

Sincerely,

Pompton Lakes Hye Partners

By: Midpark Hye Corp., its General Partner

By:  /s/ Mark Gabrellian

       Mark Gabrellian, President

AGREED TO AND ACCEPTED:

Urstadt Biddle Properties Inc.

By: /s/ Willing L. Biddle

       Willing L. Biddle, President

UB Pompton Lakes I, LLC

By: Urstadt Biddle Properties Inc., sole member

By: /s/ Willing L. Biddle

       Willing L. Biddle, President

Exhibit A

LSRP Letter

[See attached]

EX-21

EXHIBIT 21

SUBSIDIARIES OF THE COMPANY

323 Railroad Corp., a Connecticut Corporation

UB Darien, Inc., a Connecticut Corporation

UB Danbury, Inc., a Connecticut Corporation

UB Somers, Inc., a New York Corporation

UB Dockside, LLC, a Delaware Limited Liability Company

UB Railside, LLC, a Delaware Limited Liability Company

UB Yorktown, LLC, a Delaware Limited Liability Company

UB Stamford, L.P., a Delaware Limited Partnership

UB Rye, LLC, a New York Limited Liability Company

UB Ironbound L.P., a Delaware Limited Partnership

UB Ironbound GP, LLC, a Delaware Limited Liability Company

UB New Milford, LLC, a Delaware Limited Liability Company

Carmel Movie Theater, Inc., a New York Corporation

UB Midway I, LLC, a Delaware Limited Liability Company

UB Midway II, LLC, a Delaware Limited Liability Company

UB Katonah, LLC, a Delaware Limited Liability Company

UB Putnam, LLC, a Delaware Limited Liability Company

UB Litchfield, LLC, a Delaware Limited Liability Company

UB Solar, Inc, a New Jersey Corporation

UB NM Fairfield Plaza, LLC, a Delaware Limited Liability Company

UB Fairfield Centre, LLC, a Delaware Limited Liability Company

UB Orangeburg, LLC, a Delaware Limited Liability Company

UB Eastchester Plaza, LLC, a Delaware Limited Liability Company

UB Chester, LLC, a Delaware Limited Liability Company

UB Plaza 59, LLC, a Delaware Limited Liability Company

UB Chestnut, LLC, a Delaware Limited Liability Company

UB New Providence, LLC, a Delaware Limited Liability Company

UB Greenwich I, LLC, a Delaware Limited Liability Company

Yorktown Beverages, Inc., a New York Corporation

Townline Beverages, Inc., a Connecticut Corporation

UB 1031 Parking, LLC, a New York Limited Liability Company

UB McLean, LLC, a New York Limited Liability Company

Airport Beverages, Inc., a Connecticut Corporation

Veterans Plaza Beverages, Inc. a Connecticut Corporation

UB Pompton I, LLC, a New Jersey Limited Liability Company

UB Wyckoff I, LLC, a New Jersey Limited Liability Company

UB Kinnelon I, LLC, a New Jersey Limited Liability Company

UB Midland Park I, LLC, a New Jersey Limited Liability Company

UB Bloomfield I. LLC, a Delaware Limited Liability Company

UB Boonton I, LLC, a Delaware Limited Liability Company

UB Riverhead I, LLC, a New York Limited Liability Company

UB Riverhead II, LLC, a New York Limited Liability Company

UB Greenwich II, LLC, a Connecticut Limited Liability Company

UB McLean, LLC, a New York Limited Liability Company

EX-23

EXHIBIT 23

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statements ((i) Forms S-3 No. 33-57119, No. 333-64381, No. 333-115083, No. 333-157286, No. 333-165811 and 333-198664 and (ii) Forms S-8 No. 333-157283, No. 333-165807,  No. 333-175405 and No. 333-189326) of Urstadt Biddle Properties Inc. and in the related Prospectus of our reports dated January 12, 2015, with respect to the consolidated financial statements and schedule of Urstadt Biddle Properties Inc., and the effectiveness of internal control over financial reporting of Urstadt Biddle Properties Inc. included in this Annual Report (Form 10-K) for the year ended October 31, 2014.

New York, New York January 12, 2015 /s/ PKF O'Connor Davies      a division of O'Connor Davies, LLP

EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, Willing L. Biddle, certify that:

1.I have reviewed this annual report on Form 10-K of Urstadt Biddle Properties Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors:

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:  January 13, 2015	/s/ Willing L. Biddle
	Willing L. Biddle
	President and Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION

I, John T. Hayes, certify that:

1.I have reviewed this annual report on Form 10-K of Urstadt Biddle Properties Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors:

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:  January 13, 2015	/s/ John T. Hayes
	John T. Hayes
	Senior Vice President and Chief Financial Officer

EX-32

EXHIBIT 32

Certification

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

with Respect to the Annual Report on Form 10-K

for the Year ended October 31, 2014

of Urstadt Biddle Properties Inc

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), each of the undersigned officers of Urstadt Biddle Properties Inc., a Maryland corporation (the "Company"), does hereby certify, to the best of such officer's knowledge, that:

1. The Company's Annual Report on Form 10-K for the year ended October 31, 2014 (the "Form 10-K") fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended; and

2. Information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated:January 13, 2015
	/s/ Willing L. Biddle
	Willing L. Biddle
	President and Chief Executive Officer

Dated:January 13, 2015
	/s/ John T. Hayes
	John T. Hayes
	Senior Vice President and Chief Financial Officer

The certification set forth above is being furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and should not be deemed to be filed under the Exchange Act by the Company or the certifying officers.

XML

CONSOLIDATED JOINT VENTURES AND REDEEMABLE NONCONTROLLING INTERESTS (Details) (USD $)	12 Months Ended
	Oct. 31, 2014 Property	Oct. 31, 2013
Business Acquisition [Line Items]
Number of real estate joint venture investments	3
Redeemable non-controlling interests [Abstract]
Increase (decrease) in carrying value of noncontrolling interest	$ 887,000	$ 422,000
Beginning Balance	11,843,000	11,421,000
Initial McLean Plaza noncontrolling interest	6,134,000	0
Ending Balance	18,864,000	11,843,000
UB Ironbound, LP ("Ironbound") [Member]
Business Acquisition [Line Items]
Ownership interest (in hundredths)	84.00%
Property management and leasing services fees (in hundredths)	2.00%
Ub Orangeburg Llc [Member]
Business Acquisition [Line Items]
Ownership interest (in hundredths)	21.74%	2.00%
Additional investment in consolidated joint venture	1,700,000
McLean Plaza Associates [Member]
Business Acquisition [Line Items]
Ownership interest (in hundredths)	51.00%
Additional investment in consolidated joint venture	6,200,000
Estimated fair value of first mortgage secured by property	$ 2,800,000

XML

SUBSEQUENT EVENTS (Details) (USD $)	12 Months Ended			0 Months Ended
	Oct. 31, 2014	Oct. 31, 2013	Oct. 31, 2012	Dec. 11, 2014
Subsequent Event [Line Items]
Proceeds from Issuance of Common Stock	$ 248,000	$ 244,000	$ 47,799,000
Class A Common Shares [Member]
Subsequent Event [Line Items]
Cash dividends declared (in dollars per share)	$ 1.01	$ 1.00	$ 0.99
Stock Issued During Period, Shares, New Issues			2,500,000
Share Price			$ 19.16
Proceeds from Issuance of Common Stock			47,500,000
Subsequent Event [Member]
Subsequent Event [Line Items]
Dividend payable, date to be paid				Jan. 16, 2015
Dividends payable, record date				Jan. 05, 2015
Fair value of the shares awarded				4,900,000
Subsequent Event [Member] | Common Stock [Member]
Subsequent Event [Line Items]
Number of shares awarded (in shares)	152,000
Subsequent Event [Member] | Class A Common Shares [Member]
Subsequent Event [Line Items]
Number of shares awarded (in shares)	92,750
Stock Issued During Period, Shares, New Issues	2,500,000
Share Price	$ 20.82
Proceeds from Issuance of Common Stock	52,100,000
Stock Issued During Period Shares New Issues- Over-allotment option	375,000
Proceeds From Issuance Of Common Stock- Over-allotment option	$ 7,800,000
Subsequent Event [Member] | Dividend Declared [Member] | Common Stock [Member]
Subsequent Event [Line Items]
Cash dividends declared (in dollars per share)				$ 0.225
Subsequent Event [Member] | Dividend Declared [Member] | Class A Common Shares [Member]
Subsequent Event [Line Items]
Cash dividends declared (in dollars per share)				$ 0.2550

XML

PRO FORMA FINANCIAL INFORMATION (UNAUDITED) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Oct. 31, 2014	Oct. 31, 2013
PRO FORMA FINANCIAL INFORMATION (UNAUDITED) [Abstract]
Business Acquisition, Pro Forma Revenue	$ 4,163
Business Acquisition, Pro Forma Income (Loss) from Continuing Operations	811
Pro Forma Revenues	117,136	116,494
Pro forma income from continuing operations	56,972	34,971
Pro forma earnings applicable to Common and Class A Common stockholders	$ 40,446	$ 14,934

XML

PRO FORMA FINANCIAL INFORMATION (UNAUDITED) (Tables)

12 Months Ended

Oct. 31, 2014

PRO FORMA FINANCIAL INFORMATION (UNAUDITED) [Abstract]

Business Acquisition Pro Forma Information [Table Text Block]

The pro forma financial information is presented for informational purposes only and may not be indicative of what the actual results of operations would have been had the transactions occurred as of the beginning of that year nor does it purport to represent the results of future operations (amounts in thousands).

	Year Ended October 31,
	2014		2013
Pro forma revenues	$	117,136	$	116,494
Pro forma income from continuing operations	$	56,972	$	34,971
Pro forma income from continuing operations applicable to Common and Class A Common stockholders:	$	40,446	$	14,934

Revenue and earnings of acquiree included in consolidated income [Table Text Block]

The following table summarizes the revenues and income from continuing operations that is included in the Company's historical consolidated statement of income for the year ended October 31, 2014 for the properties acquired in fiscal 2014 as more fully described in note 3 (amounts in thousands).

Revenues	$	4,163
Income from continuing operations	$	811

XML

ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Oct. 31, 2014

ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]

Operating results for discontinued operations

The operating results of the Springfield property which are included in the continuing operations were as follows (amounts in thousands):

	For Year Ended
	October 31,
	2014			2013			2012
Revenues	$	3,805		$	4,239		$	4,185
Property operating expense		(1,780	)		(1,764	)		(1,524	)
Depreciation and amortization		(341	)		(653	)		(645	)
Net Income	$	1,684		$	1,822		$	2,016

The combined operating results for the distribution service facilities have been reclassified as discontinued operations in the accompanying consolidated statements of income.  The following table summarizes revenues and expenses for the Company's discontinued operations (amounts in thousands):

	For The Year Ended
	October 31,
	2014		2013			2012
Revenues	$	141	$	1,356		$	1,565
Property operating expense		-		-			(3	)
Depreciation and amortization		-		(48	)		(84	)
Income from discontinued operations	$	141	$	1,308		$	1,478

Cash flows from discontinued operations for the fiscal years ended October 31, 2014, 2013 and 2012 are combined with the cash flows from operations within each of the three categories presented.  Cash flows from discontinued operations are as follows (amounts in thousands):

	For The Year Ended
	October 31,
	2014			2013		2012
Cash flows from operating activities	$	(13,131	)	$	1,356	$	1,562
Cash flows from investing activities	$	14,314		$	-	$	-
Cash flows from financing activities	$	-		$	-	$	-

Reconciliation between basic and diluted EPS

The following table sets forth the reconciliation between basic and diluted EPS (in thousands):

	Year Ended October 31,
	2014		2013		2012
Numerator
Net income applicable to common stockholders – basic	$	11,401	$	2,409	$	3,166
Effect of dilutive securities:
Stock awards		723		182		236
Net income applicable to common stockholders – diluted	$	12,124	$	2,591	$	3,402
Denominator
Denominator for basic EPS-weighted average common shares		7,801		7,543		7,370
Effect of dilutive securities:
Restricted stock and other awards		735		840		834
Denominator for diluted EPS – weighted average common equivalent shares		8,536		8,383		8,204
Numerator
Net income applicable to Class A common stockholders – basic	$	38,068	$	8,204	$	9,800
Effect of dilutive securities:
Stock awards		(723)		(182)		(236)
Net income applicable to Class A common stockholders – diluted	$	37,345	$	8,022	$	9,564
Denominator
Denominator for basic EPS – weighted average Class A common shares		23,208		23,122		20,740
Effect of dilutive securities:
Restricted stock and other awards		219		235		224
Denominator for diluted EPS – weighted average Class A common
equivalent shares		23,427		23,357		20,964

XML

STOCKHOLDERS' EQUITY, Share Repurchase Program (Details)	Oct. 31, 2014
Common Stock [Member]
Equity, Class of Treasury Stock [Line Items]
Number of shares authorized for repurchase (in shares)	2,000,000
Amended number of shares authorized for repurchase	1,500,000
Common Stock [Member] | Share Repurchase Program [Member]
Equity, Class of Treasury Stock [Line Items]
Number of shares repurchased (in shares)	4,600
Class A Common Stock [Member] | Share Repurchase Program [Member]
Equity, Class of Treasury Stock [Line Items]
Number of shares repurchased (in shares)	724,578

XML

CORE PROPERTIES (Details) (USD $)	12 Months Ended
	Oct. 31, 2014 Property	Oct. 31, 2013	Oct. 31, 2012
Business Acquisition [Line Items]
Interest percentage in property acquired (in hundredths)	100.00%
Acquisition related costs	$ 666,000	$ 857,000	$ 296,000
Number of non-core real estate properties sold	2
Condemnation and easement award		2,700,000	2,000,000
Award attributable to parent company		4,270,000
Remaining balance of original condemnation easement payment		1,800,000
Amortization period, gain		6 years 9 months	10 years
Remaining balance of additional condemnation easement payment		2,460,000
Gain on easement condemnation		213,000
Amortization of above-market and below-market leases	410,000	419,000	515,000
Capital improvements to properties and leasing costs	19,300,000
Acquisition 1 [Member]
Business Acquisition [Line Items]
Purchase price or contract price	124,600,000
Interest percentage in property acquired (in hundredths)	100.00%
Area of real estate property acquired	375,000
Number of properties acquired	4
Deposit placed with lender	2,500,000
Acquisition 2 [Member]
Business Acquisition [Line Items]
Purchase price or contract price	47,400,000
Acquisition related costs	127,000
Area of real estate property acquired	88,000
Number of properties acquired	2
Acquisition 3 [Member]
Business Acquisition [Line Items]
Purchase price or contract price	9,000,000
Acquisition related costs	88,000
Area of real estate property acquired	31,000
Increase (Decrease) in Fair Value Adjustments on Other Assets (Liabilities) Carried at Fair Value under Fair Value Option	92,000
Acquisition 4 [Member]
Business Acquisition [Line Items]
Purchase price or contract price	18,400,000
Interest percentage in property acquired (in hundredths)	100.00%
Acquisition related costs	225,000
Area of real estate property acquired	63,000
First mortgage secured by property	7,800,000
Interest rate on mortgage secured by property (in hundredths)	4.20%
Increase (Decrease) in Fair Value Adjustments on Other Assets (Liabilities) Carried at Fair Value under Fair Value Option	71,000
Debt Instrument, Maturity Date	Sep. 30, 2022
Acquisition 5 [Member]
Business Acquisition [Line Items]
Purchase price or contract price	11,000,000
Acquisition related costs	123,000
Area of real estate property acquired	56,000
Existing mortgage on property acquired	7,700,000
Increase (Decrease) in Fair Value Adjustments on Other Assets (Liabilities) Carried at Fair Value under Fair Value Option	901,000
Debt Instrument, Maturity Date	Aug. 31, 2016
Adjusted fixed rate (in hundredths)	5.50%
Acquisition 6 [Member]
Business Acquisition [Line Items]
Purchase price or contract price	18,000,000
Interest percentage in property acquired (in hundredths)	100.00%
Acquisition related costs	78,000
Area of real estate property acquired	24,000
First mortgage secured by property	8,300,000
Interest rate on mortgage secured by property (in hundredths)	4.00%
Increase (Decrease) in Fair Value Adjustments on Other Assets (Liabilities) Carried at Fair Value under Fair Value Option	234,000
Debt Instrument, Maturity Date	Aug. 31, 2016
Number of properties acquired	2
Acquisition 7 [Member]
Business Acquisition [Line Items]
Purchase price or contract price	34,900,000
Interest percentage in property acquired (in hundredths)	100.00%
Acquisition related costs	227,000
Area of real estate property acquired	107,000
First mortgage secured by property	21,300,000
Interest rate on mortgage secured by property (in hundredths)	4.00%
Debt Instrument, Maturity Date	Jan. 31, 2022
Acquisition 8 [Member]
Business Acquisition [Line Items]
Purchase price or contract price	7,800,000
Interest percentage in property acquired (in hundredths)	100.00%
Acquisition related costs	73,000
Area of real estate property acquired	20,200
Increase (Decrease) in Fair Value Adjustments on Other Assets (Liabilities) Carried at Fair Value under Fair Value Option	402,000
Number of properties acquired	6
Acquisition 9 [Member]
Business Acquisition [Line Items]
Purchase price or contract price	6,500,000
Interest percentage in property acquired (in hundredths)	100.00%
Acquisition related costs	103,000
Number of buildings acquired	2
Area of real estate property acquired	23,500
Increase (Decrease) in Fair Value Adjustments on Other Assets (Liabilities) Carried at Fair Value under Fair Value Option	291,000
Acquisition 10 [Member]
Business Acquisition [Line Items]
Purchase price or contract price	9,000,000
Acquisition related costs	33,000
First mortgage secured by property	3,600,000
Increase (Decrease) in Fair Value Adjustments on Other Assets (Liabilities) Carried at Fair Value under Fair Value Option	392,000
Debt Instrument, Maturity Date	Apr. 30, 2012
Acquisition 14 [Member]
Business Acquisition [Line Items]
Increase (Decrease) in Fair Value Adjustments on Other Assets (Liabilities) Carried at Fair Value under Fair Value Option	396,000
Core Properties [Member]
Property, Plant and Equipment [Line Items]
Gross properties	830,304,000	731,564,000
Accumulated depreciation	(161,187,000)	(155,208,000)
Properties, net	669,117,000	576,356,000
Rental payments on non-cancelable operating leases [Abstract]
Minimum rental payments on non-cancelable operating leases in the consolidated core properties	436,961,000
2015	71,102,000
2016	64,496,000
2017	57,764,000
2018	46,636,000
2019	39,362,000
Thereafter	157,601,000
Maximum additional rent as a percentage of consolidated revenues (in hundredths)	1.00%	1.00%
Land [Member] | Core Properties [Member]
Property, Plant and Equipment [Line Items]
Gross properties	153,346,000	134,466,000
Buildings and Improvements [Member] | Core Properties [Member]
Property, Plant and Equipment [Line Items]
Gross properties	$ 676,958,000	$ 597,098,000

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QUARTERLY RESULTS OF OPERATIONS (UNAUDITED) (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended								12 Months Ended
	Oct. 31, 2014	Jul. 31, 2014	Apr. 30, 2014	Jan. 31, 2014	Oct. 31, 2013	Jul. 31, 2013	Apr. 30, 2013	Jan. 31, 2013	Oct. 31, 2014	Oct. 31, 2013	Oct. 31, 2012
Class of Stock [Line Items]
Revenues	$ 26,226	$ 24,955	$ 25,952	$ 25,195	$ 24,061	$ 23,613	$ 22,834	$ 23,737	$ 102,328	$ 95,203	$ 90,395
Income from Continuing Operations	32,494	7,494	6,482	6,621	7,278	7,840	7,173	6,814	53,091	29,105	27,282
Net income attributable to Urstadt Biddle Properties Inc.	32,342	7,343	6,334	6,465	7,445	7,915	7,421	7,014	65,151	29,795	28,260
Preferred Stock Dividends	(3,453)	(3,453)	(3,453)	(3,453)	(3,453)	(3,606)	(3,929)	(3,961)	13,812	14,949	13,267
Redemption of preferred stock	(1,870)	0	0	0	0	(68)	(406)	(3,759)
Net Income Applicable to Common and Class A Common Stockholders	27,019	3,890	2,881	3,012	3,992	4,241	3,086	(706)	49,469	10,613	12,966
Per Share Data [Abstract]
Common (in dollars per share)	$ 0.80	$ 0.11	$ 0.09	$ 0.09	$ 0.11	$ 0.12	$ 0.08	$ (0.03)	$ 1.46	$ 0.32	$ 0.43
Diluted Earnings Per Share [Abstract]
Common (in dollars per share)	$ 0.77	$ 0.11	$ 0.08	$ 0.09	$ 0.11	$ 0.11	$ 0.08	$ (0.03)	$ 1.42	$ 0.31	$ 0.41
Class A Common Stock [Member]
Class of Stock [Line Items]
Net Income Applicable to Common and Class A Common Stockholders									$ 38,068	$ 8,204	$ 9,800
Per Share Data [Abstract]
Common (in dollars per share)	$ 0.90	$ 0.13	$ 0.10	$ 0.10	$ 0.12	$ 0.13	$ 0.09	$ (0.04)	$ 1.64	$ 0.35	$ 0.47
Diluted Earnings Per Share [Abstract]
Common (in dollars per share)	$ 0.87	$ 0.12	$ 0.09	$ 0.10	$ 0.12	$ 0.13	$ 0.09	$ (0.04)	$ 1.59	$ 0.34	$ 0.46

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ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Oct. 31, 2014

ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]

ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(1) ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business

Urstadt Biddle Properties Inc. ("Company"), a real estate investment trust (REIT), is engaged in the acquisition, ownership and management of commercial real estate, primarily neighborhood and community shopping centers in the northeastern part of the United States with a concentration in the metropolitan New York tri-state area outside of the City of New York. The Company's major tenants include supermarket chains and other retailers who sell basic necessities. At October 31, 2014, the Company owned or had equity interests in 70 properties containing a total of 4.8 million square feet of gross leasable area ("GLA").

Principles of Consolidation and Use of Estimates

The accompanying consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries, and joint ventures in which the Company meets certain criteria of a sole general partner in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 810, "Consolidation" and ASC Topic 970-810 "Real Estate-General-Consolidation". The Company has determined that such joint ventures should be consolidated into the consolidated financial statements of the Company. In accordance with ASC Topic  970-323 "Real Estate-General-Equity Method and Joint Ventures", joint ventures that the Company does not control but otherwise exercises significant influence in, are accounted for under the equity method of accounting. See Note 6 for further discussion of the unconsolidated joint ventures. All significant intercompany transactions and balances have been eliminated in consolidation.

The accompanying financial statements are prepared on the accrual basis in accordance with accounting principles generally accepted in the United States of America ("GAAP"). The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the disclosure of contingent assets and liabilities, the reported amounts of assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the periods covered by the financial statements. The most significant assumptions and estimates relate to the valuation of real estate, depreciable lives, revenue recognition, fair value measurements and the collectability of tenant receivables and other assets. Actual results could differ from these estimates.

Federal Income Taxes

The Company has elected to be treated as a real estate investment trust under Sections 856-860 of the Internal Revenue Code (Code). Under those sections, a REIT that, among other things, distributes at least 90% of real estate trust taxable income and meets certain other qualifications prescribed by the Code will not be taxed on that portion of its taxable income that is distributed. The Company believes it qualifies as a REIT and intends to distribute all of its taxable income for fiscal 2014 in accordance with the provisions of the Code. Accordingly, no provision has been made for Federal income taxes in the accompanying consolidated financial statements.

The Company follows the provisions of ASC Topic 740, "Income Taxes," that, among other things, defines a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition.   Based on its evaluation, the Company determined that it has no uncertain tax positions and no unrecognized tax benefits as of October 31, 2014.  As of October 31, 2014, the fiscal tax years 2011 through and including 2013 remain open to examination by the Internal Revenue Service.  There are currently no federal tax examinations in progress.

Real Estate Investments

All costs related to the improvement or replacement of real estate properties is capitalized. Additions, renovations and improvements that enhance and/or extend the useful life of a property are also capitalized. Expenditures for ordinary maintenance, repairs and improvements that do not materially prolong the normal useful life of an asset are charged to operations as incurred.

Upon the acquisition of real estate properties, the fair value of the real estate purchased is allocated to the acquired tangible assets (consisting of land, buildings and building improvements), and identified intangible assets and liabilities (consisting of above-market and below-market leases and in-place leases), in accordance with ASC Topic 805, "Business Combinations." The Company utilizes methods similar to those used by independent appraisers in estimating the fair value of acquired assets and liabilities.  The fair value of the tangible assets of an acquired property considers the value of the property "as-if-vacant."  The fair value reflects the depreciated replacement cost of the asset.  In allocating purchase price to identified intangible assets and liabilities of an acquired property, the value of above-market and below-market leases are estimated based on the differences between (i) contractual rentals and the estimated market rents over the applicable lease term discounted back to the date of acquisition utilizing a discount rate adjusted for the credit risk associated with the respective tenants and (ii) the estimated cost of acquiring such leases giving effect to the Company's history of providing tenant improvements and paying leasing commissions, offset by a vacancy period during which such space would be leased.  The aggregate value of in-place leases is measured by the excess of (i) the purchase price paid for a property after adjusting existing in-place leases to market rental rates over (ii) the estimated fair value of the property "as-if-vacant," determined as set forth above.

Above and below-market leases acquired are recorded at their fair value.  The capitalized above-market lease values are amortized as a reduction of rental revenue over the remaining term of the respective leases and the capitalized below-market lease values are amortized as an increase to rental revenue over the remaining term of the respective leases.  The value of in-place leases is based on the Company's evaluation of the specific characteristics of each tenant's lease.  Factors considered include estimates of carrying costs during expected lease-up periods, current market conditions, and costs to execute similar leases.  The value of in-place leases are amortized over the remaining term of the respective leases.  If a tenant vacates its space prior to its contractual expiration date, any unamortized balance of their related intangible asset is recorded in the consolidated statement of income.

Depreciation and Amortization

The Company uses the straight-line method for depreciation and amortization. Real estate investment properties are depreciated over the estimated useful lives of the properties, which range from 30 to 40 years. Property improvements are depreciated over the estimated useful lives that range from 10 to 20 years. Furniture and fixtures are depreciated over the estimated useful lives that range from 3 to 10 years. Tenant improvements are amortized over the shorter of the life of the related leases or their useful life.

Property Held for Sale and Discontinued Operations

The Company has early adopted FASB Accounting Standards Update No. 2014-08 "Presentation of Financial Statements (ASC Topic 205) and Property, Plant, and Equipment (ASC Topic 360)" (together, "ASU 2014-08"), which change the requirements for reporting discontinued operations in accordance with ASC Topic 205-20.  As a result of this update, beginning in April 2014, the Company no longer classifies individual properties that have been sold or are classified as held for sale as discontinued operations in the consolidated statement of income if the removal, or anticipated removal, of the asset(s) from the reporting entity does not represent a strategic shift that has or will have a major effect on an entity's operations and financial results when disposed of.  ASU 2014-08 requires previously reported assets that qualified for discontinued operations reporting to continue to be reported in that manner.

In April 2014, the Company reached a decision to actively market for sale one of its properties located in Springfield, MA as that property no longer met the Company's investment objectives.  The property was sold in September 2014 for $31 million and the Company realized a gain on sale of property of $24.3 million.  In accordance with ASU 2014-08, the revenue, expenses and gain on sale of the property are not included in discontinued operations.  The net book value of the Springfield asset at October 31, 2013 was insignificant to the financial statement presentation and as a result the Company did not include the asset as held for sale in accordance with ASC 360-10-45.

The operating results of the Springfield property which are included in the continuing operations were as follows (amounts in thousands):

	For Year Ended
	October 31,
	2014			2013			2012
Revenues	$	3,805		$	4,239		$	4,185
Property operating expense		(1,780	)		(1,764	)		(1,524	)
Depreciation and amortization		(341	)		(653	)		(645	)
Net Income	$	1,684		$	1,822		$	2,016

In December 2013, prior to the adoption of ASU 2014-08, the Company sold its two distribution service facilities in its non-core portfolio and one core property for $18.1 million, resulting in a gain on sale of properties of $12.5 million.  In accordance with ASC 360 and 205 the operating results of the distribution service facilities are shown as discontinued operations on the consolidated statements of income for fiscal years ended October 31, 2014, 2013 and 2012.  The operating results of the other property were insignificant to financial statement presentation and are not shown as discontinued operations.  The net book value of the two distribution service facilities and the one core property at October 31, 2013 are insignificant to the financial statement presentation and as a result the Company will not include the assets as held for sale in accordance with ASC 360-10-45.

The combined operating results for the distribution service facilities have been reclassified as discontinued operations in the accompanying consolidated statements of income.  The following table summarizes revenues and expenses for the Company's discontinued operations (amounts in thousands):

	For The Year Ended
	October 31,
	2014		2013			2012
Revenues	$	141	$	1,356		$	1,565
Property operating expense		-		-			(3	)
Depreciation and amortization		-		(48	)		(84	)
Income from discontinued operations	$	141	$	1,308		$	1,478

Cash flows from discontinued operations for the fiscal years ended October 31, 2014, 2013 and 2012 are combined with the cash flows from operations within each of the three categories presented.  Cash flows from discontinued operations are as follows (amounts in thousands):

	For The Year Ended
	October 31,
	2014			2013		2012
Cash flows from operating activities	$	(13,131	)	$	1,356	$	1,562
Cash flows from investing activities	$	14,314		$	-	$	-
Cash flows from financing activities	$	-		$	-	$	-

Deferred Charges

Deferred charges consist principally of leasing commissions (which are amortized ratably over the life of the tenant leases) and financing fees (which are amortized over the terms of the respective agreements). Deferred charges in the accompanying consolidated balance sheets are shown at cost, net of accumulated amortization of $2,703,000 and $3,043,000 as of October 31, 2014 and 2013, respectively.

Asset Impairment

On a periodic basis, management assesses whether there are any indicators that the value of its real estate investments may be impaired.  A property value is considered impaired when management's estimate of current and projected operating cash flows (undiscounted and without interest) of the property over its remaining useful life is less than the net carrying value of the property.  Such cash flow projections consider factors such as expected future operating income, trends and prospects, as well as the effects of demand, competition and other factors.  To the extent impairment has occurred, the loss is measured as the excess of the net carrying amount of the property over the fair value of the asset.  Changes in estimated future cash flows due to changes in the Company's plans or market and economic conditions could result in recognition of impairment losses which could be substantial.  Management does not believe that the value of any of its real estate investments is impaired at October 31, 2014.

Revenue Recognition

Revenues from operating leases include revenues from core properties and non-core properties. Rental income is generally recognized based on the terms of leases entered into with tenants. In those instances in which the Company funds tenant improvements and the improvements are deemed to be owned by the Company, revenue recognition will commence when the improvements are substantially completed and possession or control of the space is turned over to the tenant. When the Company determines that the tenant allowances are lease incentives, the Company commences revenue recognition when possession or control of the space is turned over to the tenant for tenant work to begin. Minimum rental income from leases with scheduled rent increases is recognized on a straight-line basis over the lease term. At October 31, 2014 and 2013, approximately $13,368,000 and $13,719,000, respectively, has been recognized as straight-line rents receivable (representing the current net cumulative rents recognized prior to when billed and collectible as provided by the terms of the leases), all of which is included in tenant receivables in the accompanying consolidated financial statements. Percentage rent is recognized when a specific tenant's sales breakpoint is achieved. Property operating expense recoveries from tenants of common area maintenance, real estate taxes and other recoverable costs are recognized in the period the related expenses are incurred. Lease incentives are amortized as a reduction of rental revenue over the respective tenant lease terms. Lease termination amounts are recognized in operating revenues when there is a signed termination agreement, all of the conditions of the agreement have been met, the tenant is no longer occupying the property and the termination consideration is probable of collection. Lease termination amounts are paid by tenants who want to terminate their lease obligations before the end of the contractual term of the lease by agreement with the Company. There is no way of predicting or forecasting the timing or amounts of future lease termination fees. Interest income is recognized as it is earned. Gains or losses on disposition of properties are recorded when the criteria for recognizing such gains or losses under GAAP have been met.

The Company provides an allowance for doubtful accounts against the portion of tenant receivables (including an allowance for future tenant credit losses of approximately 10% of the deferred straight-line rents receivable) which is estimated to be uncollectible. Such allowances are reviewed periodically. At October 31, 2014 and 2013, tenant receivables in the accompanying consolidated balance sheets are shown net of allowances for doubtful accounts of $3,106,000 and $3,604,000, respectively.

Cash Equivalents

Cash and cash equivalents consist of cash in banks and short-term investments with original maturities of less than three months.

Restricted Cash

Restricted cash consists of those tenant security deposits and replacement and other reserves required by agreement with certain of the Company's mortgage lenders for property level capital requirements that are required to be held in separate bank accounts.

Derivative Financial Instruments

The Company occasionally utilizes derivative financial instruments, such as interest rate swaps, to manage its exposure to fluctuations in interest rates. The Company has established policies and procedures for risk assessment and the approval, reporting and monitoring of derivative financial instruments. Derivative financial instruments must be effective in reducing the Company's interest rate risk exposure in order to qualify for hedge accounting. When the terms of an underlying transaction are modified, or when the underlying hedged item ceases to exist, all changes in the fair value of the instrument are marked-to-market with changes in value included in net income for each period until the derivative instrument matures or is settled. Any derivative instrument used for risk management that does not meet the hedging criteria is marked-to-market with the changes in value included in net income. The Company has not entered into, and does not plan to enter into, derivative financial instruments for trading or speculative purposes. Additionally, the Company has a policy of entering into derivative contracts only with major financial institutions.

As of October 31, 2014, the Company believes it has no significant risk associated with non-performance of the financial institutions that are the counterparty to its derivative contracts. At October 31, 2014, the Company had approximately $19.7 million in secured mortgage financings subject to interest rate swaps. Such interest rate swaps converted the LIBOR-based variable rates on the mortgage financings to a fixed annual rate of 3.99% per annum.  As of October 31, 2014, the Company had a deferred asset of  $63,000 (included in prepaid expenses and other assets on the consolidated balance sheets) relating to the fair value of the Company's interest rate swaps applicable to secured mortgages.  Charges and/or credits relating to the changes in fair values of such interest rate swaps are made to other comprehensive income as the swap is deemed effective and is classified as a cash flow hedge.  There were no significant amounts recorded in the Company's financial statements for the above swaps in either fiscal 2014 or fiscal 2013.

Comprehensive Income

Comprehensive income is comprised of net income applicable to Common and Class A Common stockholders and other comprehensive income (loss). Other comprehensive income (loss) includes items that are otherwise recorded directly in stockholders' equity, such as unrealized gains or losses on marketable securities and unrealized gains and losses on interest rate swaps designated as cash flow hedges. At October 31, 2014, accumulated other comprehensive income (loss) consisted of net unrealized gains on interest rate swap agreements of approximately $63,000. At October 31, 2013, accumulated other comprehensive income (loss) consisted of net unrealized losses on marketable securities of approximately $19,000 and net unrealized gains on an interest rate swap agreement of approximately $81,000. Unrealized gains and losses included in other comprehensive income (loss) will be reclassified into earnings as gains and losses are realized.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, and tenant receivables. The Company places its cash and cash equivalents in excess of insured amounts with high quality financial institutions. The Company performs ongoing credit evaluations of its tenants and may require certain tenants to provide security deposits or letters of credit. Though these security deposits and letters of credit are insufficient to meet the terminal value of a tenant's lease obligation, they are a measure of good faith and a source of funds to offset the economic costs associated with lost rent and the costs associated with re-tenanting the space. There is no dependence upon any single tenant.

Earnings Per Share

The Company calculates basic and diluted earnings per share in accordance with the provisions of ASC Topic 260, "Earnings Per Share." Basic earnings per share ("EPS") excludes the impact of dilutive shares and is computed by dividing net income applicable to Common and Class A Common stockholders by the weighted average number of Common shares and Class A Common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue Common shares or Class A Common shares were exercised or converted into Common shares or Class A Common shares and then shared in the earnings of the Company. Since the cash dividends declared on the Company's Class A Common stock are higher than the dividends declared on the Common Stock, basic and diluted EPS have been calculated using the "two-class" method. The two-class method is an earnings allocation formula that determines earnings per share for each class of common stock according to the weighted average of the dividends declared, outstanding shares per class and participation rights in undistributed earnings.

The following table sets forth the reconciliation between basic and diluted EPS (in thousands):

	Year Ended October 31,
	2014		2013		2012
Numerator
Net income applicable to common stockholders – basic	$	11,401	$	2,409	$	3,166
Effect of dilutive securities:
Stock awards		723		182		236
Net income applicable to common stockholders – diluted	$	12,124	$	2,591	$	3,402
Denominator
Denominator for basic EPS-weighted average common shares		7,801		7,543		7,370
Effect of dilutive securities:
Restricted stock and other awards		735		840		834
Denominator for diluted EPS – weighted average common equivalent shares		8,536		8,383		8,204
Numerator
Net income applicable to Class A common stockholders – basic	$	38,068	$	8,204	$	9,800
Effect of dilutive securities:
Stock awards		(723)		(182)		(236)
Net income applicable to Class A common stockholders – diluted	$	37,345	$	8,022	$	9,564
Denominator
Denominator for basic EPS – weighted average Class A common shares		23,208		23,122		20,740
Effect of dilutive securities:
Restricted stock and other awards		219		235		224
Denominator for diluted EPS – weighted average Class A common
equivalent shares		23,427		23,357		20,964

Stock-Based Compensation

The Company accounts for its stock-based compensation plans under the provisions of ASC Topic 718, "Stock Compensation," which requires that compensation expense be recognized based on the fair value of the stock awards less estimated forfeitures. The fair value of stock awards is equal to the fair value of the Company's stock on the grant date.

Segment Reporting

The Company operates in one industry segment, ownership of commercial real estate properties, which are located principally in the northeastern United States. The Company does not distinguish its property operations for purposes of measuring performance. Accordingly, the Company believes it has a single reportable segment for disclosure purposes.

Reclassification

Certain fiscal 2012 and 2013 amounts have been reclassified to conform to current period presentation.

New Accounting Standards

In April 2014, FASB issued ASU 2014-08 which changes the requirements for reporting discontinued operations in ASC Subtopic 205-20.  This pronouncement has been early adopted by the Company in the second quarter of fiscal 2014 and as a result the Company has not included a property that sold in the fourth quarter of fiscal 2014 as discontinued operations.

In May 2014, the FASB issued ASU 2014-09, "Revenue from Contracts with Customers (Topic 606)" ("ASU 2014-09"). The objective of ASU 2014-09 is to establish a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and will supersede most of the existing revenue recognition guidance, including industry-specific guidance. The core principle is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In applying ASU 2014-09, companies will perform a five-step analysis of transactions to determine when and how revenue is recognized. ASU 2014-09 applies to all contracts with customers except those that are within the scope of other topics in the FASB's ASC. ASU 2014-09 is effective for annual reporting periods (including interim periods within that reporting period) beginning after December 15, 2016 and shall be applied using either a full retrospective or modified retrospective approach. Early application is not permitted. The Company is currently assessing the potential impact that the adoption of ASU 2014-09 will have on its consolidated financial statements.

The Company has evaluated all other new Accounting Standards Updates issued by FASB and has concluded that these updates do not have a material effect on the Company's consolidated financial statements as of October 31, 2014.

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STOCK COMPENSATION AND OTHER BENEFIT PLANS (Details) (USD $)	12 Months Ended
	Oct. 31, 2014	Oct. 31, 2013	Oct. 31, 2012
Savings Plan [Abstract]
Company contributions to 401K Plan	$ 150,000	$ 145,000	$ 145,000
Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grant date fair value of restricted stock grants awarded to participants	3,800,000
Unamortized restricted stock compensation	12,600,000
Weighted average period for recognizing unamortized expense	4 years 7 months 20 days
Compensation expense	$ 4,088,000	$ 4,073,000	$ 3,824,000
Restricted Stock [Member] | Common Shares [Member]
Non-vested shares, number of shares [Roll forward]
Non-vested, beginning of period (in shares)	1,479,700
Granted (in shares)	152,000
Vested (in shares)	(250,900)
Forfeited (in shares)	0
Non-vested, end of period (in shares)	1,380,800
Non-vested shares, weighted-average grant-date fair value [Roll forward]
Non-vested, beginning of period (in dollars per share)	$ 15.88
Granted (in dollars per share)	$ 15.60
Vested (in dollars per share)	$ 13.88
Forfeited (in dollars per share)	$ 0
Non-vested, end of period (in dollars per share)	$ 16.21
Restricted Stock [Member] | Class A Common Shares [Member]
Non-vested shares, number of shares [Roll forward]
Non-vested, beginning of period (in shares)	404,150
Granted (in shares)	80,500
Vested (in shares)	(78,400)
Forfeited (in shares)	(6,300)
Non-vested, end of period (in shares)	399,950
Non-vested shares, weighted-average grant-date fair value [Roll forward]
Non-vested, beginning of period (in dollars per share)	$ 17.39
Granted (in dollars per share)	$ 18.32
Vested (in dollars per share)	$ 15.18
Forfeited (in dollars per share)	$ 18.48
Non-vested, end of period (in dollars per share)	$ 18.01
Restricted Stock Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized (in shares)	3,750,000
Restricted Stock Plan [Member] | Common Shares [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized (in shares)	350,000
Restricted Stock Plan [Member] | Class A Common Shares [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized (in shares)	350,000
Restricted Stock Plan [Member] | Class A Common shares or Common shares [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized (in shares)	3,050,000

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CONSOLIDATED JOINT VENTURES AND REDEEMABLE NONCONTROLLING INTERESTS (Tables)

12 Months Ended

Oct. 31, 2014

CONSOLIDATED JOINT VENTURES AND REDEEMABLE NONCONTROLLING INTERESTS [Abstract]

Redeemable non-controlling interests

	October 31, 2014		October 31, 2013
Beginning Balance	$	11,843	$	11,421
Initial McLean Plaza Noncontrolling Interest		6,134		-
Change in Redemption Value		887		422
Ending Balance	$	18,864	$	11,843

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MORTGAGE NOTES PAYABLE, BANK LINES OF CREDIT AND OTHER LOANS (Tables)

12 Months Ended

Oct. 31, 2014

MORTGAGE NOTES PAYABLE AND BANK LINES OF CREDIT AND OTHER LOANS [Abstract]

Combined aggregate principal maturities of mortgage notes payable

Combined aggregate principal maturities of mortgage notes payable during the next five years and thereafter are as follows (in thousands):

		Principal Repayments		Scheduled Amortization		Total
2015	$	7,253	$	4,591	$	11,844
2016		14,684		4,597		19,281
2017		49,524		4,253		53,777
2018		-		3,178		3,178
2019		26,879		2,840		29,719
Thereafter		78,565		8,783		87,348
	$	176,905	$	28,242	$	205,147

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FAIR VALUE MEASUREMENTS (Details) (USD $)	12 Months Ended
	Oct. 31, 2014	Oct. 31, 2013	Oct. 31, 2012
Redeemable Noncontrolling Interest [Line Items]
Mortgage notes payable	$ 206,000,000	$ 155,000,000
UB Ironbound, LP ("Ironbound") [Member]
Redeemable Noncontrolling Interest [Line Items]
Increase in redemption value of noncontrolling interest	31	60
Fair Value, Measurements, Recurring [Member]
Assets:
Interest Rate Swap Agreement	63,000	81,000
Liabilities:
Redeemable noncontrolling interests	18,864,000	11,843,000
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member]
Assets:
Interest Rate Swap Agreement	0	0
Liabilities:
Redeemable noncontrolling interests	9,802,000	8,946,000
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member]
Assets:
Interest Rate Swap Agreement	63,000	81,000
Liabilities:
Redeemable noncontrolling interests	0	0
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member]
Assets:
Interest Rate Swap Agreement	0	0
Liabilities:
Redeemable noncontrolling interests	$ 9,062,000	$ 2,897,000	$ 2,837,000

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INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED JOINT VENTURES (Tables)

12 Months Ended

Oct. 31, 2014

INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED JOINT VENTURES [Abstract]

Investments in and advances to unconsolidated joint ventures

At October 31, 2014 and 2013, investments in and advances to unconsolidated joint ventures consisted of the following (with the Company's ownership percentage in parentheses) (amounts in thousands):

	October 31, 2014		October 31, 2013
Chestnut Ridge and Plaza 59 Shopping Centers (50.0%)	$	18,380	$	18,277
Gateway Plaza (50% in 2014 and 0% in 2013)		7,069		-
Midway Shopping Center, L.P. (11.642%)		5,322		5,668
Putnam Plaza Shopping Center (66.67%)		6,525		6,764
Applebee's at Riverhead (50% in 2014 and 0% in 2013)		1,194		-
81 Pondfield Road Company (20%)		723		723
Total	$	39,213	$	31,432

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STOCK COMPENSATION AND OTHER BENEFIT PLANS (Tables)

12 Months Ended

Oct. 31, 2014

STOCK COMPENSATION AND OTHER BENEFIT PLANS [Abstract]

Non-vested Common and Class A Common shares

A summary of the status of the Company's non-vested restricted stock awards as of October 31, 2014, and changes during the year ended October 31, 2014 are presented below:

	Common Shares					Class A Common Shares
	Shares			Weighted-Average Grant Date Fair Value		Shares			Weighted-Average Grant Date Fair Value
Non-vested at October 31, 2013		1,479,700		$	15.88		404,150		$	17.39
Granted		152,000		$	15.60		80,500		$	18.32
Vested		(250,900	)	$	13.88		(78,400	)	$	15.18
Forfeited		-		$	-		(6,300	)	$	18.48
Non-vested at October 31, 2014		1,380,800		$	16.21		399,950		$	18.01

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CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Parenthetical) (USD $)	12 Months Ended
	Oct. 31, 2014	Oct. 31, 2013	Oct. 31, 2012
Class A Common Stock [Member]
Common stock, dividends per share declared (in dollars per share)	$ 1.01	$ 1.00	$ 0.99
7.5% Series D Preferred Stock [Member]
Preferred stock, dividend rate (in hundredths)	7.50%	7.50%	7.50%
Series G Preferred Stock [Member]
Preferred stock, dividend rate (in hundredths)	6.75%
7.125% Series F Preferred Stock [Member]
Preferred stock, dividend rate (in hundredths)	7.125%	7.125%	7.125%
Common Stock [Member]
Common stock, dividends per share declared (in dollars per share)	$ 0.9	$ 0.90	$ 0.90

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FAIR VALUE MEASUREMENTS (Tables)

12 Months Ended

Oct. 31, 2014

FAIR VALUE MEASUREMENTS [Abstract]

Fair value of financial assets and liabilities

			Fair Value Measurements at Reporting Date Using
	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Fiscal Year Ended October 31, 2014
Assets:
Interest Rate Swap Agreement	$	63	$	-	$	63	$	-
Liabilities:
Redeemable noncontrolling interests	$	18,864	$	9,802	$	-	$	9,062
Fiscal Year Ended October 31, 2013
Assets:
Interest Rate Swap Agreement	$	81	$	-	$	81	$	-
Liabilities:
Redeemable noncontrolling interests	$	11,843	$	8,946	$	-	$	2,897

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INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED JOINT VENTURES (Details) (USD $)	12 Months Ended
	Oct. 31, 2014 Property	Oct. 31, 2013	Oct. 31, 2012
Schedule of Equity Method Investments [Line Items]
Investments in and advances to unconsolidated joint ventures	$ 39,213,000	$ 31,432,000
Non-recourse first mortgage payable	205,147,000	166,246,000
Number of non-core real estate properties sold	2
Gain on sale of properties	18,100,000	0	0
Sales price of properties held for sale	12,500,000
Number of core properties sold	1
Chestnut Ridge and Plaza 59 Shopping Centers [Member]
Schedule of Equity Method Investments [Line Items]
Investments in and advances to unconsolidated joint ventures	18,380,000	18,277,000
Midway Shopping Center, L.P. [Member]
Schedule of Equity Method Investments [Line Items]
Investments in and advances to unconsolidated joint ventures	5,322,000	5,668,000
Ownership interest (in hundredths)	11.642%
Area of property (in square feet)	247,000
Percentage of voting interests acquired (in hundredths)	25.00%
Excess of carrying amount over underlying equity allocated to real property	7,400,000
Estimated useful life	39 years
Midway Shopping Center, L.P. [Member] | Unsecured Note [Member]
Schedule of Equity Method Investments [Line Items]
Stated interest rate (in hundredths)	5.75%
Maturity date of debt	Jan. 01, 2013
Unsecured loan due from related party	13,200,000
Midway Shopping Center, L.P. [Member] | Non-recourse First Mortgage Payable [Member]
Schedule of Equity Method Investments [Line Items]
Stated interest rate (in hundredths)	4.80%
Non-recourse first mortgage payable	32,000,000
Maturity date of debt	Dec. 31, 2027
Putnam Plaza Shopping Center [Member]
Schedule of Equity Method Investments [Line Items]
Investments in and advances to unconsolidated joint ventures	6,525,000	6,764,000
Area of property (in square feet)	189,000
Percentage of voting interests acquired (in hundredths)	66.67%
Putnam Plaza Shopping Center [Member] | Non-recourse First Mortgage Payable [Member]
Schedule of Equity Method Investments [Line Items]
Stated interest rate (in hundredths)	4.17%
First mortgage secured by property, estimated fair value	21,000,000
Maturity date of debt	Dec. 31, 2019
81 Pondfield Road Company [Member]
Schedule of Equity Method Investments [Line Items]
Investments in and advances to unconsolidated joint ventures	723,000	723,000
Percentage of voting interests acquired (in hundredths)	20.00%
Chestnut Ridge [Member]
Schedule of Equity Method Investments [Line Items]
Area of property (in square feet)	76,000
Percentage of voting interests acquired (in hundredths)	50.00%
Plaza 59 Shopping Centers [Member]
Schedule of Equity Method Investments [Line Items]
Area of property (in square feet)	24,000
Percentage of voting interests acquired (in hundredths)	50.00%
Gateway Plaza [Member]
Schedule of Equity Method Investments [Line Items]
Investments in and advances to unconsolidated joint ventures	7,069,000	0
Area of property (in square feet)	194,000
Stated interest rate (in hundredths)	4.20%
Percentage of voting interests acquired (in hundredths)	50.00%	0.00%
Area size in square feet of major tenant	168,000
Area size in square feet of non-anchor space of property	27,000
Non-recourse first mortgage payable	14,000,000
Term of first mortgage	10 years
Purchase price of property acquired	6,100,000
Escrow Deposit	2,000,000
Mortgage proceeds paid to seller at acquisition	12,000,000
Applebee's at Riverhead [Member]
Schedule of Equity Method Investments [Line Items]
Investments in and advances to unconsolidated joint ventures	1,194,000	0
Area of property (in square feet)	5,400
Percentage of voting interests acquired (in hundredths)	50.00%	0.00%
Future development rights of shopping center measured in square feet	7,200
Purchase price of property acquired	$ 1,100,000

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CONSOLIDATED BALANCE SHEETS (USD $) In Thousands, unless otherwise specified	Oct. 31, 2014	Oct. 31, 2013
Real Estate Investments:
Core properties - at cost	$ 830,304	$ 731,564
Non-core properties - at cost	0	595
Total investment property - at cost	830,304	732,159
Less: Accumulated depreciation	(161,187)	(155,272)
Investment property at cost - net	669,117	576,887
Investments in and advances to unconsolidated joint ventures	39,213	31,432
Total real estate investments	708,330	608,319
Cash and cash equivalents	73,029	2,945
Restricted cash	2,123	1,397
Tenant receivables	20,361	21,077
Prepaid expenses and other assets	9,749	10,898
Deferred charges, net of accumulated amortization	5,413	5,390
Total Assets	819,005	650,026
Liabilities:
Revolving credit lines	15,550	9,250
Unsecured term loan	25,000	0
Mortgage notes payable and other loans	205,147	166,246
Preferred stock called for redemption	61,250	0
Accounts payable and accrued expenses	1,622	1,450
Deferred compensation - officers	187	176
Other liabilities	16,342	15,147
Total Liabilities	325,098	192,269
Redeemable Noncontrolling Interests	18,864	11,843
Stockholders' Equity:
Excess Stock, par value $.01 per share; 10,000,000 shares authorized; none issued and outstanding	0	0
Common stock	92	90
Additional paid in capital	370,979	367,070
Cumulative distributions in excess of net income	(95,702)	(112,168)
Accumulated other comprehensive (loss)	63	62
Total Stockholders' Equity	475,043	445,914
Total Liabilities and Stockholders' Equity	819,005	650,026
Series D Senior Cumulative Preferred Stock [Member]
Stockholders' Equity:
Preferred stock	0	61,250
Total Stockholders' Equity	0	61,250
Series F Cumulative Preferred Stock [Member]
Stockholders' Equity:
Preferred stock	129,375	129,375
Total Stockholders' Equity	129,375	129,375
Series G Preferred Stock [Member]
Stockholders' Equity:
Preferred stock	70,000	0
Total Stockholders' Equity	70,000
Class A Common Stock [Member]
Stockholders' Equity:
Common stock	236	235
Total Stockholders' Equity	$ 236	$ 235

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COMMITMENTS AND CONTINGENCIES (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Oct. 31, 2014
COMMITMENTS AND CONTINGENCIES [Abstract]
Commitments for tenant related obligations	$ 3.9

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CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)	12 Months Ended
	Oct. 31, 2014	Oct. 31, 2013	Oct. 31, 2012
Cash Flows from Operating Activities:
Net Income	$ 65,758,000	$ 30,413,000	$ 28,760,000
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	19,249,000	17,816,000	16,721,000
Straight-line rent adjustment	516,000	(291,000)	(832,000)
Provisions for tenant credit losses	917,000	958,000	665,000
Restricted stock compensation expense and other adjustments	4,097,000	4,069,000	3,812,000
Deferred compensation arrangement	11,000	(18,000)	6,000
Marketable Securities, Gain (Loss)	0	(1,460,000)	0
Gain Loss On Disposal Group Continuing And Discontinued Operations Net Of Related Impairment Charges	(36,872,000)	0	0
Equity in net loss/(income) of unconsolidated joint ventures	(1,604,000)	(1,318,000)	138,000
Changes in operating assets and liabilities:
Tenant receivables	(1,443,000)	(193,000)	1,335,000
Accounts payable and accrued expenses	154,000	(7,000)	812,000
Other assets and other liabilities, net	881,000	1,535,000	1,068,000
Restricted Cash	(749,000)	(552,000)	19,000
Net Cash Flow Provided by Operating Activities	50,915,000	50,952,000	52,504,000
Cash Flows from Investing Activities:
Acquisitions of real estate investments	(74,805,000)	(40,381,000)	(5,432,000)
Investments in and advances to unconsolidated joint venture	(6,902,000)	(18,003,000)	(1,044,000)
Repayment of advance to unconsolidated joint venture	0	13,170,000	0
Deposits on acquisition of real estate investments	(3,157,000)	(3,287,000)	(129,000)
Return of deposits on acquisitions of real estate	0	400,000	843,000
Improvements to properties and deferred charges	(19,303,000)	(9,494,000)	(6,523,000)
Net proceeds from sale of properties	47,609,000	4,475,000	533,000
Distributions to noncontrolling interests	(607,000)	(618,000)	(500,000)
Distributions from unconsolidated joint ventures	1,901,000	789,000	412,000
Payments received on mortgage notes and other receivables	640,000	1,858,000	1,062,000
Proceeds on sale of securities available for sale	0	30,782,000	0
Payments to Acquire Available-for-sale Securities, Equity	0	(29,322,000)	0
Net Cash Flow (Used in) Investing Activities	(54,624,000)	(49,631,000)	(10,778,000)
Cash Flows from Financing Activities:
Dividends paid - Common and Class A Common Stock	(32,116,000)	(31,655,000)	(29,331,000)
Dividends paid - Preferred Stock	(13,812,000)	(14,949,000)	(13,267,000)
Principal repayments on mortgage notes payable	(20,297,000)	(6,623,000)	(15,049,000)
Repayments on revolving credit line borrowings	(58,750,000)	(40,700,000)	(88,250,000)
Proceeds from revolving credit line borrowings	65,050,000	38,350,000	58,000,000
Proceeds from Issuance of Unsecured Debt	25,000,000	0	0
Proceeds from loan financing	40,675,000	0	28,000,000
Sales of additional shares of Common and Class A Common Stock	248,000	244,000	47,799,000
Repurchase of shares of Common Stock	0	(18,000)	0
Return of escrow deposit	0	1,286,000	0
Proceeds from Issuance of Preferred Stock and Preference Stock	67,795,000	0	125,281,000
Redemption of Preferred Stock including restricted cash	0	(22,403,000)	(81,346,000)
Net Cash Flow Provided by (Used in) Financing Activities	73,793,000	(76,468,000)	31,837,000
Net Increase/(Decrease) In Cash and Cash Equivalents	70,084,000	(75,147,000)	73,563,000
Cash and Cash Equivalents at Beginning of Year	2,945,000	78,092,000	4,529,000
Cash and Cash Equivalents at End of Year	73,029,000	2,945,000	78,092,000
Interest Paid	$ 10,300,000	$ 8,500,000	$ 8,600,000

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ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) (USD $) Share data in Thousands, unless otherwise specified	3 Months Ended								12 Months Ended
	Oct. 31, 2014 Property sqft	Jul. 31, 2014	Apr. 30, 2014	Jan. 31, 2014	Oct. 31, 2013	Jul. 31, 2013	Apr. 30, 2013	Jan. 31, 2013	Oct. 31, 2014 Segment Property sqft	Oct. 31, 2013	Oct. 31, 2012
ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]
Number of properties the Company owned or had equity interest in	70								70
Gross Leasable Area of properties the Company owned or had equity interest in (in square feet)	4,800,000								4,800,000
Revenues from continued operations held for sale									$ 3,805,000	$ 4,239,000	$ 4,185,000
Operating expenses of properties held for sale included in continuing operations									(1,780,000)	(1,764,000)	(1,524,000)
Depreciation and amortization from properties held for sale included in continuing operations									(341,000)	(653,000)	(645,000)
Net income of held for sale property included in continuing operations									1,684,000	1,822,000	2,016,000
Number of non-core real estate properties sold									2
Number of core properties sold									1
Gain Loss On Disposal group included in continuing operations									24,300,000
number of disposal group sold qualifying as continuing operations									1
Sale price of property sold included in continuing operations									31,000,000
Sale price of property sold									12,500,000
Gain on sale of properties									18,100,000	0	0
Revenues									141,000	1,356,000	1,565,000
Property operating expense									0	0	(3,000)
Depreciation and amortization									0	(48,000)	(84,000)
Income from discontinued operations									141,000	1,308,000	1,478,000
Cash flows from operating activities									(12,384,000)	1,356,000	1,562,000
Cash flows from investing activities									17,313,000	0	0
Cash flows from financing activities									0	0	0
Minimum real estate trust taxable income required to be distributed for REIT to be nontaxable (in hundredths)									90.00%
Tax years remaining open to examination by Internal Revenue Service									2011 through and including 2013
Deferred Charges [Abstract]
Accumulated amortization of deferred charges	2,703,000				3,043,000				2,703,000	3,043,000
Revenue Recognition [Abstract]
Rents receivable	13,368,000				13,719,000				13,368,000	13,719,000
Allowance of doubtful accounts against tenants receivables, percentage of deferred straight-line rents receivable (in hundredths)	10.00%								10.00%
Tenants receivable, allowance for doubtful accounts	3,106,000				3,604,000				3,106,000	3,604,000
Provision for uncollectible tenants receivable									917,000	958,000	665,000
Marketable Securities [Abstract]
Payments to Acquire REIT Preferred Fixed Income Securities										27,000,000
Gain on sale of investment securities									18,100,000	0	0
Purchase cost of shares sold					378,000					378,000
Derivative Financial Instruments [Abstract]
Mortgage loans subject to interst rate swap	19,700,000								19,700,000
Total fixed interest rate (in hundredths)	3.99%								3.99%
Accrued liabilities relating to fair value of Company's interest rate swap	63,000				0				63,000	0	0
Comprehensive income [Abstract]
Net unrealized losses on marketable securities included in accumulated other comprehensive income	0				19,000				0	19,000
Net unrealized losses on an interest rate swap agreement included in accumulated other comprehensive income	63,000				81,000				63,000	81,000
Earnings Per Share, by Common Class, Including Two Class Method [Line Items]
Net income applicable to common stockholders - basic	27,019,000	3,890,000	2,881,000	3,012,000	3,992,000	4,241,000	3,086,000	(706,000)	49,469,000	10,613,000	12,966,000
Segment Reporting [Abstract]
Number of operating industry segments									1
Class A Common Stock [Member]
Earnings Per Share, by Common Class, Including Two Class Method [Line Items]
Net income applicable to common stockholders - basic									38,068,000	8,204,000	9,800,000
Stock awards									(723,000)	(182,000)	(236,000)
Net income applicable to common stockholders - diluted									37,345,000	8,022,000	9,564,000
Denominator for basic EPS - weighted average common shares (in shares)									23,208	23,122	20,740
Restricted stock awards (in shares)									219	235	224
Denominator for diluted EPS - weighted average common equivalent shares (in shares)									23,427	23,357	20,964
Common Stock [Member]
Earnings Per Share, by Common Class, Including Two Class Method [Line Items]
Net income applicable to common stockholders - basic									11,401,000	2,409,000	3,166,000
Stock awards									723,000	182,000	236,000
Net income applicable to common stockholders - diluted									$ 12,124,000	$ 2,591,000	$ 3,402,000
Denominator for basic EPS - weighted average common shares (in shares)									7,801	7,543	7,370
Restricted stock awards (in shares)									735	840	834
Denominator for diluted EPS - weighted average common equivalent shares (in shares)									8,536	8,383	8,204
Core and Non-core Properties [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life									30 years
Core and Non-core Properties [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life									40 years
Property Improvements [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life									10 years
Property Improvements [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life									20 years
Furniture and Fixtures [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life									3 years
Furniture and Fixtures [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life									10 years
Tenant Improvements [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life									shorter of the life of the related leases or their useful life
Tenant Improvements [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life									5 years
Tenant Improvements [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life									20 years

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SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION

12 Months Ended

Oct. 31, 2014

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION [Abstract]

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION

URSTADT BIDDLE PROPERTIES INC.

OCTOBER 31, 2014

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION

(In thousands)

COL. A	COL. B		COL. C				COL. D						COL. E						COL. F		COL. G/H		COL. I
			Initial Cost to Company				Cost Capitalized Subsequent to Acquisition						Amount at which Carried at Close of Period										Life on which depreciation for building and improvements in latest
Description and Location	Encumbrances		Land		Building & Improvements		Land			Building & Improvements			Land		Building & Improvements		TOTAL (a)		Accumulated Depreciation (Note (b))		Date Constructed/ Acquired		income statement is computed (Note (c))
Real Estate Subject to Operating Leases (Note (a)):
Office Buildings:
Greenwich, CT	$	-	$	708	$	1,641	$	-		$	266		$	708	$	1,907	$	2,615	$	602		2001		31.5
Greenwich, CT		-		488		1,139		-			330			488		1,469		1,957		484		2000		31.5
Greenwich, CT		-		570		2,359		-			692			570		3,051		3,621		1,234		1998		31.5
Greenwich, CT		-		199		795		-			712			199		1,507		1,706		500		1993		31.5
Greenwich, CT		-		111		444		-			5			111		449		560		334		1994		31.5
Bernardsville, NJ		-		720		2,880		(24	)		(47	)		696		2,833		3,529		141		2012		39.0
Chester, NJ		-		570		2,280		(34	)		(137	)		536		2,143		2,679		104		2012		39.0
		-		3,366		11,538		(58	)		1,821			3,308		13,359		16,667		3,399
Retail Properties:
Bronxville, NY		-		60		239		95			776			155		1,015		1,170		127		2009		39.0
Yonkers, NY		-		30		121		183			734			213		855		1,068		110		2009		39.0
Yonkers, NY		-		30		121		85			341			115		462		577		60		2009		39.0
New Milford, CT		-		2,114		8,456		71			319			2,185		8,775		10,960		1,389		2008		39.0
New Milford, CT		-		4,492		17,967		166			940			4,658		18,907		23,565		2,146		2010		39.0
Newark, NJ		11,456		5,252		21,023		-			1,466			5,252		22,489		27,741		3,682		2008		39.0
Waldwick, NJ		-		1,266		5,064		-			-			1,266		5,064		6,330		898		2007		39.0
Emerson NJ		648		3,633		14,531		-			1,421			3,633		15,952		19,585		3,139		2007		39.0
Monroe, CT		-		765		3,060		-			135			765		3,195		3,960		631		2007		39.0
Pelham, NY		-		1,694		6,843		-			46			1,694		6,889		8,583		1,487		2006		39.0
Stratford, CT		26,821		10,173		40,794		(94	)		9,093			10,079		49,887		59,966		13,067		2005		39.0
Yorktown Heights, NY		-		5,786		23,221		-			4,709			5,786		27,930		33,716		5,800		2005		39.0
Rye, NY		-		909		3,637		-			423			909		4,060		4,969		1,063		2004		39.0
Rye, NY		1,455		483		1,930		-			6			483		1,936		2,419		521		2004		39.0
Rye, NY		656		239		958		-			87			239		1,045		1,284		307		2004		39.0
Rye, NY		1,494		695		2,782		1			19			696		2,801		3,497		748		2004		39.0
Somers, NY		-		4,318		17,268		-			606			4,318		17,874		22,192		5,540		2003		39.0
Westport, CT		-		2,076		8,305		-			306			2,076		8,611		10,687		2,610		2003		39.0
White Plains, NY		-		8,065		32,258		(1	)		6,882			8,064		39,140		47,204		11,985		2003		39.0
Orange, CT		-		2,320		10,564		-			1,441			2,320		12,005		14,325		3,900		2003		39.0
Stamford, CT		46,584		17,965		71,859		-			6,621			17,965		78,480		96,445		25,954		2002		39.0
Danbury, CT		-		2,459		4,566		-			697			2,459		5,263		7,722		1,764		2002		39.0
Briarcliff, NY		-		2,222		5,185		1,234			7,096			3,456		12,281		15,737		1,787		2001		40.0
Somers, NY		-		1,833		7,383		-			753			1,833		8,136		9,969		3,777		1999		31.5
Briarcliff, NY		-		380		1,531		-			335			380		1,866		2,246		791		1999		40.0
Briarcliff, NY		16,128		2,300		9,708		2			3,586			2,302		13,294		15,596		5,422		1998		40.0
Ridgefield, CT		-		900		3,793		-			1,706			900		5,499		6,399		1,942		1998		40.0
Darien, CT		16,982		4,260		17,192		-			756			4,260		17,948		22,208		7,329		1998		40.0
Eastchester, NY		-		1,500		6,128		-			2,506			1,500		8,634		10,134		3,211		1997		31.0
Danbury, CT		-		3,850		15,811		-			4,109			3,850		19,920		23,770		10,303		1995		31.5
Carmel, NY		-		1,488		5,973		-			1,688			1,488		7,661		9,149		4,124		1995		31.5
Meriden, CT		-		5,000		20,309		-			11,464			5,000		31,773		36,773		15,112		1993		31.5
Somers, NY		-		821		2,600		-			549			821		3,149		3,970		1,469		1992		31.5
Wayne, NJ		399		2,492		9,966		-			1,307			2,492		11,273		13,765		5,913		1992		31.0
Newington, NH		-		728		1,997		-			1,754			728		3,751		4,479		2,617		1979		40.0
Katonah, NY		-		1,704		6,816		-			100			1,704		6,916		8,620		820		2010		39.0
Fairfield, CT		-		3,393		13,574		153			612			3,546		14,186		17,732		1,080		2011		39.0
New Milford, CT		4,575		2,168		8,672		-			58			2,168		8,730		10,898		800		2011		39.0
Eastchester, NY		-		1,800		7,200		78			477			1,878		7,677		9,555		563		2012		39.0
Orangetown, NY		6,769		3,200		12,800		30			2,188			3,230		14,988		18,218		901		2012		39.0
Greenwich, CT		3,500		1,600		6,401		27			167			1,627		6,568		8,195		238		2013		39.0
Various		-		1,555		1,122		80			5,414			1,635		6,536		8,171		282		2013		39.0
Greenwich, CT		4,365		1,998		7,994		53			213			2,051		8,207		10,258		298		2013		39.0
New Providence, NJ		20,546		6,970		27,880		463			2,402			7,433		30,282		37,715		1,193		2013		39.0
Bethel, CT		-		1,800		7,200		(18	)		(74	)		1,782		7,126		8,908		153		2014		39.0
Bloomfield, NJ		7,768		2,201		8,804		218			861			2,419		9,665		12,084		237		2014		39.0
Boonton, NJ		7,720		3,670		14,680		15			56			3,685		14,736		18,421		314		2014		39.0
Yonkers, NY		2,781		3,060		12,240		-			-			3,060		12,240		15,300		26		2014		39.0
Greenwich, CT		8,330		3,223		12,893		-			-			3,223		12,893		16,116		54		2014		40.0
Greenwich, CT		16,170		6,257		25,029		-			-			6,257		25,029		31,286		104		2014		40.0
		205,147		147,197		576,448		2,841			87,151			150,038		663,599		813,637		157,788
Total	$	205,147	$	150,563	$	587,986	$	2,783		$	88,972		$	153,346	$	676,958	$	830,304	$	161,187

URSTADT BIDDLE PROPERTIES INC.

OCTOBER 31, 2014

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION - CONTINUED

(In thousands)

	Year Ended October 31,
NOTES:	2014			2013			2012
(a) RECONCILIATION OF REAL ESTATE - OWNED SUBJECT TO OPERATING LEASES
Balance at beginning of year	$	732,159		$	660,375		$	631,167
Property improvements during the year		19,239			11,263			5,782
Properties acquired during the year		101,055			67,062			26,306
Properties sold during the year		(20,299	)		(4,475	)		(533	)
Property assets fully depreciated and written off		(1,850	)		(2,066	)		(2,347	)
Balance at end of year	$	830,304		$	732,159		$	660,375
(b) RECONCILIATION OF ACCUMULATED DEPRECIATION
Balance at beginning of year	$	155,272		$	140,511		$	126,693
Provision during the year charged to income		18,721			17,126			16,183
Property sold during the year		(10,956	)		(299	)		(18	)
Property assets fully depreciated and written off		(1,850	)		(2,066	)		(2,347	)
Balance at end of year	$	161,187		$	155,272		$	140,511

(c) Tenant improvement costs are depreciated over the life of the related leases, which range from 5 to 20 years.

(d) The depreciation provision represents the expense calculated on real property only.

(e) The aggregate cost for Federal Income Tax purposes for real estate subject to operating leases was approximately $713 million at October 31, 2014.

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REAL ESTATE INVESTMENTS (Details) (USD $) In Thousands, unless otherwise specified	Oct. 31, 2014 Property	Oct. 31, 2013
Schedule of Investments [Line Items]
Properties owned or have equity interests	70
Real estate investments	$ 708,330	$ 608,319
Northeast [Member]
Schedule of Investments [Line Items]
Real estate investments	708,330	607,788
Midwest [Member]
Schedule of Investments [Line Items]
Real estate investments	0	288
Southwest [Member]
Schedule of Investments [Line Items]
Real estate investments	0	243
Retail [Member]
Schedule of Investments [Line Items]
Real estate investments	695,061	594,267
Office [Member]
Schedule of Investments [Line Items]
Real estate investments	13,269	13,521
Industrial [Member]
Schedule of Investments [Line Items]
Real estate investments	0	531
Core Properties [Member]
Schedule of Investments [Line Items]
Real estate investments	669,117
Core Properties [Member] | Retail [Member]
Schedule of Investments [Line Items]
Real estate investments	655,848
Core Properties [Member] | Office [Member]
Schedule of Investments [Line Items]
Real estate investments	13,269
Core Properties [Member] | Industrial [Member]
Schedule of Investments [Line Items]
Real estate investments	0
Unconsolidated Joint Venture [Member]
Schedule of Investments [Line Items]
Real estate investments	39,213
Unconsolidated Joint Venture [Member] | Retail [Member]
Schedule of Investments [Line Items]
Real estate investments	39,213
Unconsolidated Joint Venture [Member] | Office [Member]
Schedule of Investments [Line Items]
Real estate investments	0
Unconsolidated Joint Venture [Member] | Industrial [Member]
Schedule of Investments [Line Items]
Real estate investments	$ 0

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CONSOLIDATED JOINT VENTURES AND REDEEMABLE NONCONTROLLING INTERESTS (Policies)

12 Months Ended

Oct. 31, 2014

CONSOLIDATED JOINT VENTURES AND REDEEMABLE NONCONTROLLING INTERESTS [Abstract]

Non-controlling Interests

Noncontrolling interests:

The Company accounts for non-controlling interests in accordance with ASC Topic 810, "Consolidation". Because the limited partners or non-controlling members in Ironbound, Orangeburg and McLean Plaza have the right to require the Company to redeem all or a part of their limited partnership or limited liability company units at prices as defined in the governing agreements, the Company reports the noncontrolling interests in the consolidated joint ventures in the mezzanine section, outside of permanent equity, of the consolidated balance sheets at redemption value which approximates fair value. The value of the Orangeburg redemption is based solely on the price of the Company's Class A Common stock on the date of redemption. For the years ended October 31, 2014 and 2013, the Company adjusted the carrying value of the non-controlling interests by $887,000 and $422,000, respectively, with the corresponding adjustment recorded in stockholders' equity.

The following table sets forth the details of the Company's redeemable non-controlling interests at October 31, 2014 and 2013: (amounts in thousands)

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CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (USD $) In Thousands, except Share data, unless otherwise specified	Common Stock [Member]	Common Stock [Member] Class A Common Stock [Member]	Additional Paid In Capital [Member]	Cumulative Distributions in Excess of Net Income [Member]	Cumulative Distributions in Excess of Net Income [Member] Class A Common Stock [Member]	Accumulated Other Comprehensive Income (loss) [Member]	Total	Class A Common Stock [Member]	6.75% Series G Preferred Stock	7.5% Series D Preferred Stock [Member]	7.125% Series F Preferred Stock [Member]
Balance at Oct. 31, 2011	$ 87	$ 209	$ 315,288	$ (74,462)		$ (154)	$ 302,218		$ 0	$ 61,250	$ 0
Balance (in shares) at Oct. 31, 2011	8,671,888	20,891,330							0	2,450,000	0
Comprehensive Income:
Net income applicable to Common and Class A common stockholders	3,166			12,966		0	12,966	9,800
Change in unrealized gains (losses) in marketable securities						64	64
Change in unrealized (loss) on interest rate swap						73	73
Total Comprehensive income attributable to Urstadt Biddle Properties Inc.							28,397
Cash dividends paid:
Common stock				(7,966)	(21,365)		(7,966)	(21,365)
Sale of Class A Common Shares			47,504	0		0	47,529	25
Sale of Class A Common Shares (in shares)		0						2,500,000			5,175,000
Issuance of shares under dividend reinvestment plan	0	0	270				270
Issuance of shares under dividend reinvestment plan (in shares)	6,627							7,950
Issuance of Series F Preferred Stock		0	(4,094)		0		125,281			0	129,375
Issuance of Series F Preferred Stock (in shares)	0							0		0	5,175,000
Shares issued under restricted stock plan	2	1	(3)				0
Shares issued under restricted stock plan (in shares)	175,950	61,600
Restricted stock compensation and other adjustment			3,812				3,812
Adjustments to redeemable noncontrolling interests				126			126
Balance at Oct. 31, 2012	89	235	362,777	(90,701)		(17)	463,008			61,250	129,375
Balance (in shares) at Oct. 31, 2012	8,854,465	23,460,880								2,450,000	5,175,000
Comprehensive Income:
Net income applicable to Common and Class A common stockholders	2,409			10,613			10,613	8,204
Change in unrealized gains (losses) in marketable securities						(57)	(57)
Change in unrealized (loss) on interest rate swap						136	136
Total Comprehensive income attributable to Urstadt Biddle Properties Inc.							29,874
Cash dividends paid:
Common stock				(8,128)	(23,527)		(8,128)	(23,527)
Issuance of shares under dividend reinvestment plan			244				244
Issuance of shares under dividend reinvestment plan (in shares)	5,797							6,724
Stock Repurchased During Period, Value			(18)				(18)
Stock Repurchased During Period, Shares	1,000
Shares issued under restricted stock plan	1	0	(1)				0
Shares issued under restricted stock plan (in shares)	175,950							64,100
Forfeiture of restricted stock							0
Forfeiture of restricted stock (in shares)		(1,000)
Restricted stock compensation and other adjustment			4,068				4,068
Adjustments to redeemable noncontrolling interests				(425)			(425)
Repurchase of Common Stock			(18)				(18)
Repurchase of Common Stock (in shares)	(1,000)
Balance at Oct. 31, 2013	90		367,070	(112,168)		62	445,914	235		61,250	129,375
Balance (in shares) at Oct. 31, 2013	9,035,212							23,530,704		2,450,000	5,175,000
Comprehensive Income:
Net income applicable to Common and Class A common stockholders	11,401			49,469			49,469	38,068
Change in unrealized gains (losses) in marketable securities						19	19
Change in unrealized (loss) on interest rate swap						(18)	(18)
Total Comprehensive income attributable to Urstadt Biddle Properties Inc.							65,152
Cash dividends paid:
Common stock				(8,271)	(23,845)		(8,271)	(23,845)
Sale of Class A Common Shares (in shares)									2,800,000
Issuance of shares under dividend reinvestment plan			248				248
Issuance of shares under dividend reinvestment plan (in shares)	6,347							6,811
Stock Issued During Period Shares New Issues Series G Preferred Stock			(2,304)				67,696		70,000
Stock Issued During Period Value New Issues Series G Preferred Stock (in shares)									2,800,000
Stock Repurchased During Period, Value			1,870				(59,380)			(61,250)
Stock Repurchased During Period, Shares										(2,450,000)
Shares issued under restricted stock plan			(3)				2	1
Shares issued under restricted stock plan (in shares)	152,000							80,500
Forfeiture of restricted stock (in shares)								(6,300)
Restricted stock compensation and other adjustment			4,098				4,098
Adjustments to redeemable noncontrolling interests				(887)			(887)
Repurchase of Common Stock			1,870				(59,380)			(61,250)
Repurchase of Common Stock (in shares)										2,450,000
Balance at Oct. 31, 2014	$ 92		$ 370,979	$ (95,702)		$ 63	$ 475,043	$ 236	$ 70,000	$ 0	$ 129,375
Balance (in shares) at Oct. 31, 2014	9,193,559							23,611,715	2,800,000	0	5,175,000

XML

CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)	Oct. 31, 2014	Oct. 31, 2013
Stockholders' Equity:
Excess Stock, par value (in dollars per share)	$ 0.01	$ 0.01
Excess Stock, shares authorized (in shares)	20,000,000	20,000,000
Excess Stock, shares issued (in shares)	0	0
Excess Stock, shares outstanding (in shares)	0	0
Common Stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common Stock, shares authorized (in shares)	30,000,000	30,000,000
Common Stock, shares issued (in shares)	9,193,559	9,035,212
Common Stock, shares outstanding (in shares)	9,193,559	9,035,212
Series D Senior Cumulative Preferred Stock [Member]
Stockholders' Equity:
Preferred Stock, dividend rate (in hundredths)	7.50%	7.50%
Preferred Stock, liquidation preference (in dollars per share)	$ 25	$ 25
Preferred Stock, shares issued (in shares)	0	2,450,000
Preferred Stock, shares outstanding (in shares)	0	2,450,000
Series F Cumulative Preferred Stock [Member]
Stockholders' Equity:
Preferred Stock, dividend rate (in hundredths)	7.125%	7.125%
Preferred Stock, liquidation preference (in dollars per share)	$ 25	$ 25
Preferred Stock, shares issued (in shares)	5,175,000	5,175,000
Preferred Stock, shares outstanding (in shares)	5,175,000	5,175,000
Class A Common Stock [Member]
Stockholders' Equity:
Common Stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common Stock, shares authorized (in shares)	100,000,000	100,000,000
Common Stock, shares issued (in shares)	23,611,715	23,530,704
Common Stock, shares outstanding (in shares)	23,611,715	23,530,704
Series G Preferred Stock [Member]
Stockholders' Equity:
Preferred Stock, dividend rate (in hundredths)	6.75%	6.75%
Preferred Stock, liquidation preference (in dollars per share)	$ 25	$ 25
Preferred Stock, shares issued (in shares)	2,800,000	2,800,000
Preferred Stock, shares outstanding (in shares)	2,800,000	2,800,000

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FAIR VALUE MEASUREMENTS

12 Months Ended

Oct. 31, 2014

FAIR VALUE MEASUREMENTS [Abstract]

FAIR VALUE MEASUREMENTS

ASC Topic 820, "Fair Value Measurements and Disclosures," defines fair value as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants.

ASC Topic 820's valuation techniques are based on observable or unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company's market assumptions. These two types of inputs have created the following fair value hierarchy:

· Level 1- Quoted prices for identical instruments in active markets

· Level 2- Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which significant value drivers are observable

· Level 3- Valuations derived from valuation techniques in which significant value drivers are unobservable

The Company calculates the fair value of the redeemable noncontrolling interests based on either quoted market prices on national exchanges or unobservable inputs considering the assumptions that market participants would make in pricing the obligations. The inputs used include an estimate of the fair value of the cash flow generated by the limited partnership in which the investor owns the partnership units.

The fair values of interest rate swaps are determined using widely accepted valuation techniques, including discounted cash flow analysis, on the expected cash flows of each derivative. The analysis reflects the contractual terms of the swaps, including the period to maturity, and uses observable market-based inputs, including interest rate curves ("significant other observable inputs.") The fair value calculation also includes an amount for risk of non-performance using "significant unobservable inputs" such as estimates of current credit spreads to evaluate the likelihood of default. The Company has concluded, as of October 31, 2014 and 2013, that the fair value associated with the "significant unobservable inputs" relating to the Company's risk of non-performance was insignificant to the overall fair value of the interest rate swap agreements and, as a result, the Company has determined that the relevant inputs for purposes of calculating the fair value of the interest rate swap agreements, in their entirety, were based upon "significant other observable inputs".

The Company measures its redeemable noncontrolling interests and interest rate swap derivatives at fair value on a recurring basis. The fair value of these financial assets and liabilities was determined using the following inputs at October 31, 2014 and 2013 (amounts in thousands):

			Fair Value Measurements at Reporting Date Using
	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Fiscal Year Ended October 31, 2014
Assets:
Interest Rate Swap Agreement	$	63	$	-	$	63	$	-
Liabilities:
Redeemable noncontrolling interests	$	18,864	$	9,802	$	-	$	9,062
Fiscal Year Ended October 31, 2013
Assets:
Interest Rate Swap Agreement	$	81	$	-	$	81	$	-
Liabilities:
Redeemable noncontrolling interests	$	11,843	$	8,946	$	-	$	2,897

Fair market value measurements based upon Level 3 inputs changed from $2,837 at November 1, 2012 to $2,897 at October 31, 2013 as a result of a $60 increase in the redemption value of the Company's noncontrolling interest in Ironbound in accordance with the application of ASC Topic 810.  Fair market value measurements based upon Level 3 inputs changed from $2,897 at November 1, 2013 to $9,062 at October 31, 2014 as a result of a $31 increase in the redemption value of the Company's noncontrolling interest in Ironbound in accordance with the application of ASC Topic 810 and an increase in the amount of $6,134 representing the non-controlling interest in the Company's McLean Plaza investment (See note 5).

Fair Value of Financial Instruments

The carrying values of cash and cash equivalents, restricted cash, tenant receivables, prepaid expenses, other assets, accounts payable and accrued expenses are reasonable estimates of their fair values because of the short-term nature of these instruments. The carrying value of the revolving credit facility and the unsecured term loan are deemed to be at fair value since the outstanding debt is directly tied to monthly LIBOR contracts. Mortgage notes payable that were assumed in property acquisitions were recorded at their fair value at the time they were assumed.

Mortgage notes payable and other loans are estimated to have a fair value of approximately $206 million and $155 million at October 31, 2014 and October 31, 2013, respectively. The estimated fair value of mortgage notes payable is based on discounting the future cash flows at a year-end risk adjusted borrowing rate currently available to the Company for issuance of debt with similar terms and remaining maturities. These fair value measurements fall within level 2 of the fair value hierarchy.  When the Company acquires a property it is required to fair value all of the assets and liabilities, including intangible assets and liabilities, relating to the property's in-place leases (See Note 1).  Those fair value measurements fall within level 3 of the fair value hierarchy.

Although management is not aware of any factors that would significantly affect the estimated fair value amounts from October 31, 2013, such amounts have not been comprehensively revalued for purposes of these financial statements since that date and current estimates of fair value may differ significantly from the amounts presented herein.

XML

Document and Entity Information (USD $)	12 Months Ended
	Oct. 31, 2014	Jan. 13, 2015	Apr. 30, 2014
Entity Information [Line Items]
Entity Registrant Name	URSTADT BIDDLE PROPERTIES INC
Entity Central Index Key	0001029800
Current Fiscal Year End Date	--10-31
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Accelerated Filer
Entity Public Float			$ 39,371,003
Entity Common Stock, Shares Outstanding		9,345,559
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	FY
Document Type	10-K
Amendment Flag	false
Document Period End Date	Oct. 31, 2014
Class A Common Stock [Member]
Entity Information [Line Items]
Entity Public Float			$ 470,703,727
Entity Common Stock, Shares Outstanding		26,579,465

XML

COMMITMENTS AND CONTINGENCIES

12 Months Ended

Oct. 31, 2014

COMMITMENTS AND CONTINGENCIES [Abstract]

COMMITMENTS AND CONTINGENCIES

(10) COMMITMENTS AND CONTINGENCIES

In the normal course of business, from time to time, the Company is involved in legal actions relating to the ownership and operations of its properties. In management's opinion, the liabilities, if any, that ultimately may result from such legal actions are not expected to have a material adverse effect on the consolidated financial position, results of operations or liquidity of the Company.

At October 31, 2014, the Company had commitments of approximately $3.9 million for tenant-related obligations.

XML

CONSOLIDATED STATEMENTS OF INCOME (USD $)	12 Months Ended
	Oct. 31, 2014	Oct. 31, 2013	Oct. 31, 2012
Revenues
Base rents	$ 75,099,000	$ 70,052,000	$ 67,543,000
Recoveries from tenants	24,947,000	22,594,000	20,603,000
Lease termination income	183,000	214,000	89,000
Other income	2,099,000	2,343,000	2,160,000
Total Revenues	102,328,000	95,203,000	90,395,000
Expenses
Property operating	18,926,000	17,471,000	14,200,000
Property taxes	16,997,000	15,524,000	15,114,000
Depreciation and amortization	19,249,000	17,769,000	16,637,000
General and administrative	8,016,000	8,211,000	7,545,000
Provisions for tenant credit losses	917,000	958,000	665,000
Acquisition costs	666,000	857,000	296,000
Directors' fees and expenses	314,000	337,000	262,000
Total Operating Expenses	65,085,000	61,127,000	54,719,000
Operating Income	37,243,000	34,076,000	35,676,000
Non-Operating Income (Expense):
Interest expense	(10,235,000)	(9,094,000)	(9,148,000)
Gain on sale of marketable securities	0	1,460,000	0
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal	24,345,000	0	0
Equity in net loss/(income) of unconsolidated joint ventures	1,604,000	1,318,000	(138,000)
Interest, dividends and other investment income	134,000	1,345,000	892,000
Income From Continuing Operations Before Discontinued Operations	53,091,000	29,105,000	27,282,000
Discontinued Operation, Income (Loss) from Discontinued Operation During Phase-out Period, Net of Tax	141,000	1,308,000	1,478,000
Discontinued Operation, Gain (Loss) from Disposal of Discontinued Operation, before Income Tax	12,526,000	0	0
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest	12,667,000	1,308,000	1,478,000
Net Income	65,758,000	30,413,000	28,760,000
Noncontrolling interests:
Net income attributable to noncontrolling interests	(607,000)	(618,000)	(500,000)
Net income attributable to Urstadt Biddle Properties Inc.	65,151,000	29,795,000	28,260,000
Preferred stock dividends	(13,812,000)	(14,949,000)	(13,267,000)
Redemption of preferred stock	(1,870,000)	(4,233,000)	(2,027,000)
Net Income Applicable to Common and Class A Common Stockholders	49,469,000	10,613,000	12,966,000
Income (loss) from Continuing Operations, Per Basic Share	$ 1.09	$ 0.28	$ 0.38
Income (loss) from Continuing Operations, Per Diluted Share	$ 1.06	$ 0.27	$ 0.36
Income from Discontinued Operations, Per Basic Share	$ 0.37	$ 0.04	$ 0.05
Income from Discontinued Operations, Per Diluted Share	$ 0.36	$ 0.04	$ 0.05
Earnings Per Share, Basic	$ 1.46	$ 0.32	$ 0.43
Diluted Earnings Per Share	$ 1.42	$ 0.31	$ 0.41
Class A Common Stock [Member]
Noncontrolling interests:
Net Income Applicable to Common and Class A Common Stockholders	$ 38,068,000	$ 8,204,000	$ 9,800,000
Income (loss) from Continuing Operations, Per Basic Share	$ 1.22	$ 0.31	$ 0.42
Income (loss) from Continuing Operations, Per Diluted Share	$ 1.19	$ 0.30	$ 0.41
Income from Discontinued Operations, Per Basic Share	$ 0.42	$ 0.04	$ 0.05
Income from Discontinued Operations, Per Diluted Share	$ 0.40	$ 0.04	$ 0.05
Earnings Per Share, Basic	$ 1.64	$ 0.35	$ 0.47
Diluted Earnings Per Share	$ 1.59	$ 0.34	$ 0.46

XML

MORTGAGE NOTES PAYABLE, BANK LINES OF CREDIT AND OTHER LOANS

12 Months Ended

Oct. 31, 2014

MORTGAGE NOTES PAYABLE AND BANK LINES OF CREDIT AND OTHER LOANS [Abstract]

MORTGAGE NOTES PAYABLE AND BANK LINES OF CREDIT AND OTHER LOANS

(4) MORTGAGE NOTES PAYABLE, BANK LINES OF CREDIT AND OTHER LOANS

At October 31, 2014, mortgage notes payable and other loans are due in installments over various periods to fiscal 2024, the loans bear interest at rates ranging from 2.8% to 11.3% and are collateralized by real estate investments having a net carrying value of approximately $333 million.

Combined aggregate principal maturities of mortgage notes payable during the next five years and thereafter are as follows (in thousands):

		Principal Repayments		Scheduled Amortization		Total
2015	$	7,253	$	4,591	$	11,844
2016		14,684		4,597		19,281
2017		49,524		4,253		53,777
2018		-		3,178		3,178
2019		26,879		2,840		29,719
Thereafter		78,565		8,783		87,348
	$	176,905	$	28,242	$	205,147

In August 2014, the Company borrowed $25.0 million under a newly executed Unsecured Term Loan (the "Term Loan') with The Bank of New York Mellon as the lender. The Term Loan has a term of six months with a Company option for a six month extension.  The Term Loan will bear interest at Eurodollar rate plus 1.4% to 1.9% based on consolidated indebtedness.  The Term Loan has the same financial covenants as the Facility.  The Company used the borrowings to fund a portion of the purchase price of the Greenwich Properties.

The Company has an $80 million unsecured revolving credit facility with a syndicate of 4 banks led by The Bank of New York Mellon, as administrative agent.  The syndicate also includes Wells Fargo Bank N.A. (syndication agent), Bank of Montreal and Regions Bank (co-documentation agents).  The Facility gives the Company the option, under certain conditions, to increase the Facility's borrowing capacity up to $125 million.  The maturity date of the Facility is September 21, 2016 with a 1-year extension at the Company's option.  Borrowings under the Facility can be used for, among other things, acquisitions, working capital, capital expenditures, and repayment of other indebtedness and the issuance of letters of credit (up to $10 million).  Borrowings will bear interest at the Company's option of Eurodollar rate plus 1.50% to 2.00% or The Bank of New York Mellon's prime lending rate plus 0.50% based on consolidated indebtedness, as defined.  The Company will pay an annual fee on the unused commitment amount of up to 0.25% to 0.35% based on outstanding borrowings during the year.  The Facility contains certain representations and financial and other covenants typical for this type of facility.  The Company's ability to borrow under the Facility is subject to its compliance with the covenants and other restrictions on an ongoing basis. The principal financial covenants limit the Company's level of secured and unsecured indebtedness and additionally require the Company to maintain certain debt coverage ratios.  The Company was in compliance with such covenants at October 31, 2014.

During the fiscal years ended October 31, 2014 and 2013, respectively, the Company borrowed $65.1 million and $38.4 million on its Facility to fund a portion of the equity for property acquisitions and capital improvements to its properties.  During the fiscal years ended October 31, 2014 and 2013, respectively, the company re-paid $58.8 million and $40.7 million on its Facility with proceeds from a combination of non-recourse mortgage financings, Class A Common stock and preferred stock offerings and available cash.

In November 2014, the Company entered into a commitment with a lender to place a $62.7 million non-recourse first mortgage loan that will encumber the Retail Properties that the Company purchased in December 2014.  The mortgage loan requires monthly payments of principal and interest in the amount of $294,000 at a fixed interest rate of 3.85% per annum.  The mortgage matures in January 2027.  Proceeds from the mortgage were used to repay the Facility.  The Company closed the mortgage financing in December of 2014.  In conjunction with the commitment, the Company deposited $628,000 with the lender, which is included in prepaid expenses and other assets at October 31, 2014.

During fiscal 2014, the Company, through a wholly-owned subsidiary, assumed an existing non-recourse first mortgage loan encumbering the Boonton Property at its estimated fair value of $7.8 million.  The mortgage loan requires monthly payments of principal and interest at a fixed rate of 4.2% per annum.  The mortgage matures in September 2022.

During fiscal 2014, the Company, through a wholly-owned subsidiary, assumed an existing non-recourse first mortgage loan encumbering the Bloomfield Property at its estimated fair value of $7.7million.  The mortgage loan requires monthly payments of principal and interest at a fixed rate of 5.5% per annum.  The mortgage matures in August 2016.

During fiscal 2014, the Company, through a wholly-owned subsidiary, assumed an existing non-recourse first mortgage loan encumbering the McLean Plaza Property at its estimated fair value of $2.8 million.  The mortgage matured in December 2014 and was refinanced with a new lender.  The new $5 million mortgage matures in November 2024 and requires monthly payments of interest only at a fixed rate of interest of 3.7% per annum.

During fiscal 2014, the Company, through a wholly-owned subsidiary placed a non-recourse first mortgage loan encumbering the Greenwich Properties in the amount of $24.5 million.  The mortgage loan requires monthly payments of principal and interest at a fixed rate of 4.07% per annum.  The mortgage matures in November 2024.  Proceeds from the mortgage were used to repay the Facility.

During fiscal 2014, the Company refinanced a non-recourse mortgage loan encumbering one of its retail properties in the amount of $16.2 million.  The mortgage loan requires monthly payments of principal and interest at a fixed rate of 3.995% per annum.  The mortgage matures in August 2024.

During fiscal 2013, the Company, through a wholly-owned subsidiary, assumed an existing first mortgage loan encumbering the Post Road Properties at its estimated fair value of $8.3 million.  The mortgage loan requires monthly payments of principal and interest at a fixed rate of 4.0% per annum.  The mortgage matures in August 2016.

During fiscal 2013, the Company, through a wholly-owned subsidiary, assumed a first mortgage loan encumbering the New Providence Property at its estimated fair value of $21.3 million.  The mortgage loan requires monthly payments of principal and interest at the fixed rate of 4.0% per annum. The mortgage matures in January 2022.

In June of fiscal 2013, the Company repaid, at maturity, its first mortgage payable secured by its Veteran's Plaza property in the amount of $3.2 million.

During fiscal 2012, the Company, through a wholly owned subsidiary, assumed a first mortgage payable secured by its Eastchester Plaza property with an estimated fair value of approximately of $3.6 million.  The mortgage matured in April 2012 and was repaid.

During fiscal 2012, the Company assumed a first mortgage payable in the amount of $7.4 million in conjunction with its investment in Orangeburg (see note 5 below).  The loan requires payments of principal and interest at a fair market value interest rate of 2.04% (6.19% contractual rate). Subsequent to the assumption, Orangeburg extended the loan with the current lender for an additional 5 years, leaving all terms unchanged, except the interest rate was adjusted to a fixed rate of 2.78%.  The loan now matures in October 2017.  The operating agreement for Orangeburg requires that the loan be refinanced and not repaid at maturity.

In February 2012, the Company borrowed $28.0 million by placing a non-recourse first mortgage on one of its unencumbered properties.  The loan is for a term of ten years and will require payments of principal and interest based on a 30-year amortization schedule at the fixed interest rate of 4.85%.

In October 2012, the Company repaid, at maturity, its first mortgage payable secured by its New Milford Property in the amount of $8.3 million.

In August 2012, a wholly owned subsidiary of the Company completed the installation of a solar power system (the "Ferry System") at the Company's Ferry Plaza Shopping Center in Newark, New Jersey at a total cost of approximately $1.7 million. The subsidiary financed a portion of the project with a loan in the amount of $1.1 million from The Public Service Electric and Gas Company of New Jersey ("PSE&G"), through PSE&G's "Solar Loan Program II".  The loan requires monthly payments of principal and interest at 11.30% per annum through its maturity date of August 31, 2027.  The subsidiary has the option of repaying all or part of the PSE&G loan, including interest, with Solar Renewable Energy Credits ("SREC's") that are expected to be generated by the Ferry System.  The remaining cost of the Ferry System was funded by a renewable energy grant from the federal government.

Interest paid in the years ended October 31, 2014, 2013, and 2012 was approximately $10.3 million, $8.5 million and $8.6 million, respectively.

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CORE PROPERTIES

12 Months Ended

Oct. 31, 2014

CORE PROPERTIES [Abstract]

CORE PROPERTIES

(3) CORE PROPERTIES

The components of the core properties consolidated in the financial statements are as follows (in thousands):

	2014		2013
Land	$	153,346	$	134,466
Buildings and improvements		676,958		597,098
		830,304		731,564
Accumulated depreciation		(161,187)		(155,208)
	$	669,117	$	576,356

Space at the Company's core properties is generally leased to various individual tenants under short and intermediate-term leases which are accounted for as operating leases.

Minimum rental payments on non-cancelable operating leases in the consolidated core properties totaling $436,961 become due as follows (in thousands): 2015 - $71,102; 2016 - $64,496; 2017 - $57,764; 2018 - $46,636; 2019 - $39,362 and thereafter – $157,601.

Certain of the Company's leases provide for the payment of additional rent based on a percentage of the tenant's revenues. Such additional percentage rents are included in operating lease income and were less than 1.00% of consolidated revenues in each of the three years ended October 31, 2014.

Owned Properties and Properties Under Contract to Purchase

In September 2014, the Company entered into a contract to purchase, for $124.6 million, four retail properties totaling approximately 375,000 square feet located in the Company's target market of the metropolitan New York tri-state area outside of the City of New York ("Retail Properties").  Pursuant to the contract, the Company placed a deposit of $2.5million with the seller which is included in prepaid expenses and other assets on the consolidated balance sheet at October 31, 2014.  The Company completed the purchase in December 2014 and funded the acquisition with a combination of available cash remaining from the sale of Class A Common Stock and the sale of its Series G Preferred Stock  (see Notes 7 & 13), borrowings under its Unsecured Revolving Credit Facility (the "Facility") and a non-recourse mortgage secured by the subject property (see Note 4).

In August 2014, the Company, through a wholly-owned subsidiary, purchased for $47.4 million, two retail properties totaling 88,000 square feet located in Greenwich, CT (the "Greenwich Properties").  The Company funded the acquisition with a combination of available cash, borrowings under its Facility, other unsecured borrowings and a non-recourse mortgage secured by the subject property (see Note 4).  In conjunction with the purchase, the Company incurred acquisition costs totaling $127,000, which have been expensed in the year ended October 31, 2014 consolidated statement of income.

In January 2014, the Company, through a wholly-owned subsidiary, purchased for $9 million a 31,000 square foot retail shopping center located in Bethel, CT (the "Bethel Property").  The Company funded the equity needed to complete the purchase with proceeds from the sale of its two non-core properties in December 2013.  In conjunction with the purchase, the Company incurred acquisition costs totaling $88,000, which have been expensed in the year ended October 31, 2014 consolidated statement of income.

In December 2013, the Company, through a wholly-owned subsidiary, purchased for $18.4 million a 63,000 square foot retail shopping center located in Boonton, NJ (the "Boonton Property"). The acquisition required the assumption of an existing mortgage in the amount of $7.8 million. The assumption of the mortgage loan represents a non-cash financing activity and is therefore not included in the accompanying consolidated statement of cash flows for the fiscal year ended October 31, 2014.   The mortgage loan requires monthly payments of principal and interest at a fixed rate of 4.20% per annum.  The mortgage matures in September 2022.  The Company funded the equity needed to complete the purchase with borrowings under its Facility. In conjunction with the purchase, the Company incurred acquisition costs totaling $225,000, which have been expensed in the year ended October 31, 2014 consolidated statement of income.

In December 2013, the Company, through a wholly-owned subsidiary, purchased for $11 million a 56,000 square foot retail shopping center located in Bloomfield, NJ (the "Bloomfield Property").  The acquisition required the assumption of an existing mortgage in the amount of $7.7 million. The assumption of the mortgage loan represents a non-cash financing activity and is therefore not included in the accompanying consolidated statement of cash flows for the fiscal year ended October 31, 2014.   The mortgage loan requires monthly payments of principal and interest at a fixed rate of 5.5% per annum.  The mortgage matures in August 2016.  The Company funded the equity needed to complete the purchase with borrowings under its Facility. In conjunction with the purchase, the Company incurred acquisition costs totaling $123,000, which have been expensed in the year ended October 31, 2014 consolidated statement of income.

In May 2013, the Company, through a wholly owned subsidiary, purchased 2 retail properties located in Greenwich, CT, with a combined GLA totaling 24,000 square feet ("Post Road Properties"), for $18 million.  In conjunction with the purchase, the Company assumed an existing first mortgage loan encumbering the properties at its estimated fair value of $8.3 million. The assumption of the mortgage loan represents a non-cash financing activity and is therefore not included in the accompanying consolidated statement of cash flows for the year ended October 31, 2013.  The mortgage loan requires monthly payments of principal and interest at a fixed rate of 4.00% per annum.  The mortgage matures in August 2016.  The Company funded the remaining equity needed to complete the purchase with proceeds from its Class A Common Stock and Series F Preferred Stock offerings completed in October 2012. In conjunction with the purchase, the Company incurred acquisition costs totaling $78,000, which have been expensed in the year ended October 31, 2013 consolidated statement of income.

In May 2013, the Company, through a wholly owned subsidiary, purchased a 107,000 square foot retail shopping center located in New Providence, New Jersey ("New Providence") for $34.9 million.  In connection with the purchase, the Company assumed a first mortgage loan encumbering the property at its estimated fair value of $21.3 million. The assumption of the mortgage loan represents a non-cash financing activity and is therefore not included in the accompanying consolidated statement of cash flows for the year ended October 31, 2013. The mortgage loan requires monthly payments of principal and interest at the fixed rate of 4.00% per annum. The mortgage matures in January 2022.  The Company funded its remaining equity needed to complete the purchase with proceeds from its Class A Common Stock and Series F Preferred Stock offerings completed in October 2012.  In conjunction with the purchase, the Company incurred acquisition costs totaling $227,000, which have been expensed in the year ended October 31, 2013 consolidated statement of income.

In January and March 2013, the Company purchased 6 free standing net leased properties ("Net Leased Properties") located in the Company's core marketplace with a combined GLA of 20,200 square feet.  The gross purchase price of the six properties was $7.8 million. The Company funded its equity with proceeds from its Class A Common Stock and Series F Preferred Stock offerings completed in October 2012. In conjunction with the purchase, the Company incurred acquisition costs totaling $73,000, which have been expensed in the year ended October 31, 2013 consolidated statement of income.

In December 2012, subsidiaries of the Company purchased 2 suburban office buildings ("NJ Office Buildings") located in the Company's core marketplace with a combined GLA of 23,500 square feet.  The gross purchase price of the two properties was $6.5 million. The Company funded its equity to complete the purchase with proceeds from its Class A Common Stock and Series F Preferred Stock offerings completed in October 2012.  In conjunction with the purchase, the Company incurred acquisition costs totaling $103,000, which have been expensed in the year ended October 31, 2013 consolidated statement of income.

On July 24, 2009 the state of Connecticut acquired certain areas of a property owned by two of the Company's wholly owned subsidiaries through a combination of condemnation and easement due to the re-construction of a bridge over the property and awarded the Company's subsidiaries a total of approximately $2.0 million.  In December 2012, the Company received an additional $2.7 million award from the state of Connecticut for the condemnation and easement.  Approximately $4.3 million of the total award represents amounts paid to the Company for easements provided to the state of Connecticut for certain areas of the property through the end of the construction period, loss of rental income and property restoration costs.  The Company will continue to amortize the original $1.8 million easement and loss of rental income proceeds as an addition to income on a straight line basis evenly over the 10 year life of the easement and lost rent period and the newly awarded $2.46 million easement and loss of rental income over the remaining 6.75 year life of the easement and loss of rent income.

The Company has accounted for the condemnation portion of the award in accordance with ASC Topic 605 – Revenue Recognition, Subtopic 40 – Gains and Losses which requires the Company to record a gain or loss on the excess or deficit of the proceeds received over the estimated net book value of the condemned non-monetary asset.  As a result of the transaction the Company has recorded an additional gain on condemnation of approximately $213,000 which is recorded in other income on the consolidated statement of income for the fiscal year ended October 31, 2013.

In December 2011, a subsidiary of the Company acquired the Eastchester Plaza Shopping Center ("Eastchester") in the Town of Eastchester, Westchester County, New York for a purchase price of $9 million.  In connection with the purchase, the Company assumed a first mortgage encumbering the property at its estimated fair value of $3.6 million.  The assumption of the mortgage loan represents a non-cash financing activity and is therefore not included in the accompanying consolidated statement of cash flows for the year ended October 31, 2012.  The mortgage matured in April 2012 and was repaid.  The remaining equity needed to complete the acquisition was funded with available cash and borrowings on the Company's Facility. In conjunction with the purchase, the Company incurred acquisition costs totaling $33,000, which have been expensed in the year ended October 31, 2012 consolidated statement of income.

In fiscal 2014, the Company completed evaluating the fair value of the in-place leases for its Boonton Property, Bethel Property and Bloomfield Property, all of which were acquired in fiscal 2014.  As a result of its evaluation, the Company has allocated  $901,000 to a liability associated with the net fair value assigned to the acquired leases at the Bloomfield Property, a $71,000 liability associated with the net fair value assigned to the acquired leases at the Boonton Property, and a $92,000asset associated with the net fair value assigned to the acquired leases at the Bethel Property, all of which amounts represent a non-cash investing activity and are therefore not included in the accompanying consolidated statement of cash flows for fiscal year ended October 31, 2014.  The Company is in the process of evaluating the fair value of the in-place leases for its Greenwich Properties acquired in fiscal 2014; consequently no value has yet been assigned to the leases for these properties and the purchase price allocation is preliminary and may be subject to change.

In fiscal 2013, the Company completed evaluating the fair value of the in-place leases for UB Orangeburg, LLC ("Orangeburg"), acquired in fiscal 2012 and New Providence, acquired in fiscal 2013 and has concluded that no value needs to be assigned to those leases. In addition, the Company completed evaluating the fair value of the in-place leases for the properties it acquired in fiscal 2013 and as a result of its evaluation the Company has allocated $234,000 to an asset associated with the net fair value assigned to the acquired leases for the Post Road Properties, a $291,000 asset associated with the net fair value assigned to the acquired leases for the NJ Office Buildings and a $402,000 liability associated with the net fair value assigned to the acquired leases for the Net Leased Properties.  All of these amounts represent non-cash investing activities and are therefore not included in the accompanying consolidated statement of cash flows for the fiscal year ended October 31, 2013.

During fiscal 2012, the Company completed its evaluation of the acquired leases for Eastchester Plaza, which was acquired at the beginning of fiscal 2012, and its Fairfield Centre property and Fairfield Plaza properties, which were acquired in fiscal 2011.  As a result of its evaluation, the Company has allocated $392,000 to a liability associated with the net fair value assigned to the acquired leases at Eastchester and $765,000 to a liability associated with the net fair value assigned to the acquired leases at Fairfield Centre.  These amounts represent a non-cash investing activity and are therefore not included in the accompanying consolidated statement of cash flows for the year ended October 31, 2012.

For the years ended October 31, 2014, 2013 and 2012, the net amortization of above-market and below-market leases amounted to $410,000, $419,000 and $515,000, respectively, which amounts are included in base rents in the accompanying consolidated statements of income.

In fiscal 2014, the Company incurred costs of approximately $19.3 million related to capital improvements to its properties and leasing costs.

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ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Oct. 31, 2014

ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]

Principles of Consolidation and Use of Estimates

Principles of Consolidation and Use of Estimates

The accompanying consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries, and joint ventures in which the Company meets certain criteria of a sole general partner in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 810, "Consolidation" and ASC Topic 970-810 "Real Estate-General-Consolidation". The Company has determined that such joint ventures should be consolidated into the consolidated financial statements of the Company. In accordance with ASC Topic  970-323 "Real Estate-General-Equity Method and Joint Ventures", joint ventures that the Company does not control but otherwise exercises significant influence in, are accounted for under the equity method of accounting. See Note 6 for further discussion of the unconsolidated joint ventures. All significant intercompany transactions and balances have been eliminated in consolidation.

The accompanying financial statements are prepared on the accrual basis in accordance with accounting principles generally accepted in the United States of America ("GAAP"). The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the disclosure of contingent assets and liabilities, the reported amounts of assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the periods covered by the financial statements. The most significant assumptions and estimates relate to the valuation of real estate, depreciable lives, revenue recognition, fair value measurements and the collectability of tenant receivables and other assets. Actual results could differ from these estimates.

Federal Income Taxes

Federal Income Taxes

The Company has elected to be treated as a real estate investment trust under Sections 856-860 of the Internal Revenue Code (Code). Under those sections, a REIT that, among other things, distributes at least 90% of real estate trust taxable income and meets certain other qualifications prescribed by the Code will not be taxed on that portion of its taxable income that is distributed. The Company believes it qualifies as a REIT and intends to distribute all of its taxable income for fiscal 2014 in accordance with the provisions of the Code. Accordingly, no provision has been made for Federal income taxes in the accompanying consolidated financial statements.

The Company follows the provisions of ASC Topic 740, "Income Taxes," that, among other things, defines a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition.   Based on its evaluation, the Company determined that it has no uncertain tax positions and no unrecognized tax benefits as of October 31, 2014.  As of October 31, 2014, the fiscal tax years 2011 through and including 2013 remain open to examination by the Internal Revenue Service.  There are currently no federal tax examinations in progress.

Real Estate Investments

Real Estate Investments

All costs related to the improvement or replacement of real estate properties is capitalized. Additions, renovations and improvements that enhance and/or extend the useful life of a property are also capitalized. Expenditures for ordinary maintenance, repairs and improvements that do not materially prolong the normal useful life of an asset are charged to operations as incurred.

Upon the acquisition of real estate properties, the fair value of the real estate purchased is allocated to the acquired tangible assets (consisting of land, buildings and building improvements), and identified intangible assets and liabilities (consisting of above-market and below-market leases and in-place leases), in accordance with ASC Topic 805, "Business Combinations." The Company utilizes methods similar to those used by independent appraisers in estimating the fair value of acquired assets and liabilities.  The fair value of the tangible assets of an acquired property considers the value of the property "as-if-vacant."  The fair value reflects the depreciated replacement cost of the asset.  In allocating purchase price to identified intangible assets and liabilities of an acquired property, the value of above-market and below-market leases are estimated based on the differences between (i) contractual rentals and the estimated market rents over the applicable lease term discounted back to the date of acquisition utilizing a discount rate adjusted for the credit risk associated with the respective tenants and (ii) the estimated cost of acquiring such leases giving effect to the Company's history of providing tenant improvements and paying leasing commissions, offset by a vacancy period during which such space would be leased.  The aggregate value of in-place leases is measured by the excess of (i) the purchase price paid for a property after adjusting existing in-place leases to market rental rates over (ii) the estimated fair value of the property "as-if-vacant," determined as set forth above.

Above and below-market leases acquired are recorded at their fair value.  The capitalized above-market lease values are amortized as a reduction of rental revenue over the remaining term of the respective leases and the capitalized below-market lease values are amortized as an increase to rental revenue over the remaining term of the respective leases.  The value of in-place leases is based on the Company's evaluation of the specific characteristics of each tenant's lease.  Factors considered include estimates of carrying costs during expected lease-up periods, current market conditions, and costs to execute similar leases.  The value of in-place leases are amortized over the remaining term of the respective leases.  If a tenant vacates its space prior to its contractual expiration date, any unamortized balance of their related intangible asset is recorded in the consolidated statement of income.

Depreciation and Amortization

Depreciation and Amortization

The Company uses the straight-line method for depreciation and amortization. Real estate investment properties are depreciated over the estimated useful lives of the properties, which range from 30 to 40 years. Property improvements are depreciated over the estimated useful lives that range from 10 to 20 years. Furniture and fixtures are depreciated over the estimated useful lives that range from 3 to 10 years. Tenant improvements are amortized over the shorter of the life of the related leases or their useful life.

Property Held for Sale and Discontinued Operations

Property Held for Sale and Discontinued Operations

The Company has early adopted FASB Accounting Standards Update No. 2014-08 "Presentation of Financial Statements (ASC Topic 205) and Property, Plant, and Equipment (ASC Topic 360)" (together, "ASU 2014-08"), which change the requirements for reporting discontinued operations in accordance with ASC Topic 205-20.  As a result of this update, beginning in April 2014, the Company no longer classifies individual properties that have been sold or are classified as held for sale as discontinued operations in the consolidated statement of income if the removal, or anticipated removal, of the asset(s) from the reporting entity does not represent a strategic shift that has or will have a major effect on an entity's operations and financial results when disposed of.  ASU 2014-08 requires previously reported assets that qualified for discontinued operations reporting to continue to be reported in that manner.

In April 2014, the Company reached a decision to actively market for sale one of its properties located in Springfield, MA as that property no longer met the Company's investment objectives.  The property was sold in September 2014 for $31 million and the Company realized a gain on sale of property of $24.3 million.  In accordance with ASU 2014-08, the revenue, expenses and gain on sale of the property are not included in discontinued operations.  The net book value of the Springfield asset at October 31, 2013 was insignificant to the financial statement presentation and as a result the Company did not include the asset as held for sale in accordance with ASC 360-10-45.

The operating results of the Springfield property which are included in the continuing operations were as follows (amounts in thousands):

	For Year Ended
	October 31,
	2014			2013			2012
Revenues	$	3,805		$	4,239		$	4,185
Property operating expense		(1,780	)		(1,764	)		(1,524	)
Depreciation and amortization		(341	)		(653	)		(645	)
Net Income	$	1,684		$	1,822		$	2,016

In December 2013, prior to the adoption of ASU 2014-08, the Company sold its two distribution service facilities in its non-core portfolio and one core property for $18.1 million, resulting in a gain on sale of properties of $12.5 million.  In accordance with ASC 360 and 205 the operating results of the distribution service facilities are shown as discontinued operations on the consolidated statements of income for fiscal years ended October 31, 2014, 2013 and 2012.  The operating results of the other property were insignificant to financial statement presentation and are not shown as discontinued operations.  The net book value of the two distribution service facilities and the one core property at October 31, 2013 are insignificant to the financial statement presentation and as a result the Company will not include the assets as held for sale in accordance with ASC 360-10-45.

The combined operating results for the distribution service facilities have been reclassified as discontinued operations in the accompanying consolidated statements of income.  The following table summarizes revenues and expenses for the Company's discontinued operations (amounts in thousands):

	For The Year Ended
	October 31,
	2014		2013			2012
Revenues	$	141	$	1,356		$	1,565
Property operating expense		-		-			(3	)
Depreciation and amortization		-		(48	)		(84	)
Income from discontinued operations	$	141	$	1,308		$	1,478

Cash flows from discontinued operations for the fiscal years ended October 31, 2014, 2013 and 2012 are combined with the cash flows from operations within each of the three categories presented.  Cash flows from discontinued operations are as follows (amounts in thousands):

	For The Year Ended
	October 31,
	2014			2013		2012
Cash flows from operating activities	$	(13,131	)	$	1,356	$	1,562
Cash flows from investing activities	$	14,314		$	-	$	-
Cash flows from financing activities	$	-		$	-	$	-

Deferred Charges

Deferred Charges

Deferred charges consist principally of leasing commissions (which are amortized ratably over the life of the tenant leases) and financing fees (which are amortized over the terms of the respective agreements). Deferred charges in the accompanying consolidated balance sheets are shown at cost, net of accumulated amortization of $2,703,000 and $3,043,000 as of October 31, 2014 and 2013, respectively.

Asset Impairment

Asset Impairment

On a periodic basis, management assesses whether there are any indicators that the value of its real estate investments may be impaired.  A property value is considered impaired when management's estimate of current and projected operating cash flows (undiscounted and without interest) of the property over its remaining useful life is less than the net carrying value of the property.  Such cash flow projections consider factors such as expected future operating income, trends and prospects, as well as the effects of demand, competition and other factors.  To the extent impairment has occurred, the loss is measured as the excess of the net carrying amount of the property over the fair value of the asset.  Changes in estimated future cash flows due to changes in the Company's plans or market and economic conditions could result in recognition of impairment losses which could be substantial.  Management does not believe that the value of any of its real estate investments is impaired at October 31, 2014.

Revenue Recognition

Revenue Recognition

Revenues from operating leases include revenues from core properties and non-core properties. Rental income is generally recognized based on the terms of leases entered into with tenants. In those instances in which the Company funds tenant improvements and the improvements are deemed to be owned by the Company, revenue recognition will commence when the improvements are substantially completed and possession or control of the space is turned over to the tenant. When the Company determines that the tenant allowances are lease incentives, the Company commences revenue recognition when possession or control of the space is turned over to the tenant for tenant work to begin. Minimum rental income from leases with scheduled rent increases is recognized on a straight-line basis over the lease term. At October 31, 2014 and 2013, approximately $13,368,000 and $13,719,000, respectively, has been recognized as straight-line rents receivable (representing the current net cumulative rents recognized prior to when billed and collectible as provided by the terms of the leases), all of which is included in tenant receivables in the accompanying consolidated financial statements. Percentage rent is recognized when a specific tenant's sales breakpoint is achieved. Property operating expense recoveries from tenants of common area maintenance, real estate taxes and other recoverable costs are recognized in the period the related expenses are incurred. Lease incentives are amortized as a reduction of rental revenue over the respective tenant lease terms. Lease termination amounts are recognized in operating revenues when there is a signed termination agreement, all of the conditions of the agreement have been met, the tenant is no longer occupying the property and the termination consideration is probable of collection. Lease termination amounts are paid by tenants who want to terminate their lease obligations before the end of the contractual term of the lease by agreement with the Company. There is no way of predicting or forecasting the timing or amounts of future lease termination fees. Interest income is recognized as it is earned. Gains or losses on disposition of properties are recorded when the criteria for recognizing such gains or losses under GAAP have been met.

The Company provides an allowance for doubtful accounts against the portion of tenant receivables (including an allowance for future tenant credit losses of approximately 10% of the deferred straight-line rents receivable) which is estimated to be uncollectible. Such allowances are reviewed periodically. At October 31, 2014 and 2013, tenant receivables in the accompanying consolidated balance sheets are shown net of allowances for doubtful accounts of $3,106,000 and $3,604,000, respectively.

Cash Equivalents

Cash Equivalents

Cash and cash equivalents consist of cash in banks and short-term investments with original maturities of less than three months.

Restricted Cash

Restricted Cash

Restricted cash consists of those tenant security deposits and replacement and other reserves required by agreement with certain of the Company's mortgage lenders for property level capital requirements that are required to be held in separate bank accounts.

Derivative Financial Instruments

Derivative Financial Instruments

The Company occasionally utilizes derivative financial instruments, such as interest rate swaps, to manage its exposure to fluctuations in interest rates. The Company has established policies and procedures for risk assessment and the approval, reporting and monitoring of derivative financial instruments. Derivative financial instruments must be effective in reducing the Company's interest rate risk exposure in order to qualify for hedge accounting. When the terms of an underlying transaction are modified, or when the underlying hedged item ceases to exist, all changes in the fair value of the instrument are marked-to-market with changes in value included in net income for each period until the derivative instrument matures or is settled. Any derivative instrument used for risk management that does not meet the hedging criteria is marked-to-market with the changes in value included in net income. The Company has not entered into, and does not plan to enter into, derivative financial instruments for trading or speculative purposes. Additionally, the Company has a policy of entering into derivative contracts only with major financial institutions.

As of October 31, 2014, the Company believes it has no significant risk associated with non-performance of the financial institutions that are the counterparty to its derivative contracts. At October 31, 2014, the Company had approximately $19.7 million in secured mortgage financings subject to interest rate swaps. Such interest rate swaps converted the LIBOR-based variable rates on the mortgage financings to a fixed annual rate of 3.99% per annum.  As of October 31, 2014, the Company had a deferred asset of  $63,000 (included in prepaid expenses and other assets on the consolidated balance sheets) relating to the fair value of the Company's interest rate swaps applicable to secured mortgages.  Charges and/or credits relating to the changes in fair values of such interest rate swaps are made to other comprehensive income as the swap is deemed effective and is classified as a cash flow hedge.  There were no significant amounts recorded in the Company's financial statements for the above swaps in either fiscal 2014 or fiscal 2013.

Comprehensive Income

Comprehensive Income

Comprehensive income is comprised of net income applicable to Common and Class A Common stockholders and other comprehensive income (loss). Other comprehensive income (loss) includes items that are otherwise recorded directly in stockholders' equity, such as unrealized gains or losses on marketable securities and unrealized gains and losses on interest rate swaps designated as cash flow hedges. At October 31, 2014, accumulated other comprehensive income (loss) consisted of net unrealized gains on interest rate swap agreements of approximately $63,000. At October 31, 2013, accumulated other comprehensive income (loss) consisted of net unrealized losses on marketable securities of approximately $19,000 and net unrealized gains on an interest rate swap agreement of approximately $81,000. Unrealized gains and losses included in other comprehensive income (loss) will be reclassified into earnings as gains and losses are realized.

Concentration of Credit Risk

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, and tenant receivables. The Company places its cash and cash equivalents in excess of insured amounts with high quality financial institutions. The Company performs ongoing credit evaluations of its tenants and may require certain tenants to provide security deposits or letters of credit. Though these security deposits and letters of credit are insufficient to meet the terminal value of a tenant's lease obligation, they are a measure of good faith and a source of funds to offset the economic costs associated with lost rent and the costs associated with re-tenanting the space. There is no dependence upon any single tenant.

Earnings Per Share

Earnings Per Share

The Company calculates basic and diluted earnings per share in accordance with the provisions of ASC Topic 260, "Earnings Per Share." Basic earnings per share ("EPS") excludes the impact of dilutive shares and is computed by dividing net income applicable to Common and Class A Common stockholders by the weighted average number of Common shares and Class A Common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue Common shares or Class A Common shares were exercised or converted into Common shares or Class A Common shares and then shared in the earnings of the Company. Since the cash dividends declared on the Company's Class A Common stock are higher than the dividends declared on the Common Stock, basic and diluted EPS have been calculated using the "two-class" method. The two-class method is an earnings allocation formula that determines earnings per share for each class of common stock according to the weighted average of the dividends declared, outstanding shares per class and participation rights in undistributed earnings.

The following table sets forth the reconciliation between basic and diluted EPS (in thousands):

	Year Ended October 31,
	2014		2013		2012
Numerator
Net income applicable to common stockholders – basic	$	11,401	$	2,409	$	3,166
Effect of dilutive securities:
Stock awards		723		182		236
Net income applicable to common stockholders – diluted	$	12,124	$	2,591	$	3,402
Denominator
Denominator for basic EPS-weighted average common shares		7,801		7,543		7,370
Effect of dilutive securities:
Restricted stock and other awards		735		840		834
Denominator for diluted EPS – weighted average common equivalent shares		8,536		8,383		8,204
Numerator
Net income applicable to Class A common stockholders – basic	$	38,068	$	8,204	$	9,800
Effect of dilutive securities:
Stock awards		(723)		(182)		(236)
Net income applicable to Class A common stockholders – diluted	$	37,345	$	8,022	$	9,564
Denominator
Denominator for basic EPS – weighted average Class A common shares		23,208		23,122		20,740
Effect of dilutive securities:
Restricted stock and other awards		219		235		224
Denominator for diluted EPS – weighted average Class A common
equivalent shares		23,427		23,357		20,964

Stock-Based Compensation

Stock-Based Compensation

The Company accounts for its stock-based compensation plans under the provisions of ASC Topic 718, "Stock Compensation," which requires that compensation expense be recognized based on the fair value of the stock awards less estimated forfeitures. The fair value of stock awards is equal to the fair value of the Company's stock on the grant date.

Segment Reporting

Segment Reporting

The Company operates in one industry segment, ownership of commercial real estate properties, which are located principally in the northeastern United States. The Company does not distinguish its property operations for purposes of measuring performance. Accordingly, the Company believes it has a single reportable segment for disclosure purposes.

Reclassifications

Reclassification

Certain fiscal 2012 and 2013 amounts have been reclassified to conform to current period presentation.

New Accounting Standards

New Accounting Standards

In April 2014, FASB issued ASU 2014-08 which changes the requirements for reporting discontinued operations in ASC Subtopic 205-20.  This pronouncement has been early adopted by the Company in the second quarter of fiscal 2014 and as a result the Company has not included a property that sold in the fourth quarter of fiscal 2014 as discontinued operations.

In May 2014, the FASB issued ASU 2014-09, "Revenue from Contracts with Customers (Topic 606)" ("ASU 2014-09"). The objective of ASU 2014-09 is to establish a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and will supersede most of the existing revenue recognition guidance, including industry-specific guidance. The core principle is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In applying ASU 2014-09, companies will perform a five-step analysis of transactions to determine when and how revenue is recognized. ASU 2014-09 applies to all contracts with customers except those that are within the scope of other topics in the FASB's ASC. ASU 2014-09 is effective for annual reporting periods (including interim periods within that reporting period) beginning after December 15, 2016 and shall be applied using either a full retrospective or modified retrospective approach. Early application is not permitted. The Company is currently assessing the potential impact that the adoption of ASU 2014-09 will have on its consolidated financial statements.

The Company has evaluated all other new Accounting Standards Updates issued by FASB and has concluded that these updates do not have a material effect on the Company's consolidated financial statements as of October 31, 2014.

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PRO FORMA FINANCIAL INFORMATION (UNAUDITED)

12 Months Ended

Oct. 31, 2014

PRO FORMA FINANCIAL INFORMATION (UNAUDITED) [Abstract]

PRO FORMA FINANCIAL INFORMATION (UNAUDITED) [Text Block]

(11) PRO FORMA FINANCIAL INFORMATION (UNAUDITED)

The unaudited pro forma financial information set forth below is based upon the Company's historical consolidated statements of income for the years ended October 31, 2014 and 2013 adjusted to give effect to the property acquisitions completed in fiscal 2013, fiscal 2014 and acquisitions completed from November 1, 2014 to the date of this report (see Note 3) as though these transactions were completed on November 1, 2012.

The pro forma financial information is presented for informational purposes only and may not be indicative of what the actual results of operations would have been had the transactions occurred as of the beginning of that year nor does it purport to represent the results of future operations (amounts in thousands).

	Year Ended October 31,
	2014		2013
Pro forma revenues	$	117,136	$	116,494
Pro forma income from continuing operations	$	56,972	$	34,971
Pro forma income from continuing operations applicable to Common and Class A Common stockholders:	$	40,446	$	14,934

The following table summarizes the revenues and income from continuing operations that is included in the Company's historical consolidated statement of income for the year ended October 31, 2014 for the properties acquired in fiscal 2014 as more fully described in note 3 (amounts in thousands).

Revenues	$	4,163
Income from continuing operations	$	811

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STOCKHOLDERS' EQUITY

12 Months Ended

Oct. 31, 2014

STOCKHOLDERS' EQUITY [Abstract]

STOCKHOLDERS' EQUITY

(7) STOCKHOLDERS' EQUITY

Authorized Stock

The Company's Charter authorizes up 200,000,000 shares of various classes of stock.  The total number of shares of authorized stock consists of 100,000,000 shares of Class A Common Stock, 30,000,000 shares of Common Stock,  50,000,000 shares of Preferred Stock, and 20,000,000 shares of Excess Stock.

Preferred Stock

On October 22, 2014, we issued notice of our intent to redeem all of the outstanding shares of our 7.5% Series D Senior Cumulative Preferred Stock with a liquidation preference $25 per share. As a result, as of October 31, 2014 the outstanding Series D preferred stock has been reclassified out of stockholder's equity and is reflected as a liability at redemption value and we recognized a loss of $1.87 million on our consolidated statement of income for the fiscal year ended October 31, 2014, which represents the difference between redemption value and carrying value net of original deferred issuance costs. We completed this redemption on November 20, 2014.

The Series F Preferred Stock is non-voting, has no stated maturity and is redeemable for cash at $25 per share at the Company's option on or after October 24, 2017.  The holders of our Series F Preferred Stock have general preference rights with respect to liquidation and quarterly distributions.  Except under certain conditions, holders of the Series F Preferred Stock will not be entitled to vote on most matters.  In the event of a cumulative arrearage equal to six quarterly dividends, holders of Series F Preferred Stock, together with all of the Company's other series of preferred stock (voting as a single class without regard to series) will have the right to elect two additional members to serve on the Company's Board of Directors until the arrearage has been cured.  Upon the occurrence of a Change of Control, as defined in the Company's Articles of Incorporation, the holders of the Series F Preferred Stock will have the right to convert all or part of the shares of Series F Preferred Stock held by such holders on the applicable conversion date into a number of the Company's shares of Class A Common Stock.Underwriting commissions and costs incurred in connection with the sale of the Series F Preferred Stock are reflected as a reduction of additional paid in capital.

During fiscal 2014, the Company completed the public offering of 2,800,000 shares of 6.75% Series G Senior Cumulative Preferred Stock (the "Series G Preferred Stock") at a price of $25 per share for net proceeds of $67.8 million after underwriting discounts but before offering expenses. These shares are nonvoting, have no stated maturity and are redeemable for cash at $25 per share at the Company's option on or after October 28, 2019. Holders of these shares are entitled to cumulative dividends, payable quarterly in arrears. Dividends accrue from the date of issue at the annual rate of $1.6875 per share per annum. The holders of our Series G Preferred Stock have general preference rights with respect to liquidation and quarterly distributions. Except under certain conditions holders of the Series G Preferred Stock will not be entitled to vote on most matters. In the event of a cumulative arrearage equal to six quarterly dividends, holders of Series G Preferred Stock, together with all of the Company's other Series of preferred stock (voting as a single class without regard to series) will have the right to elect two additional members to serve on the Company's Board of Directors until the arrearage has been cured. Upon the occurrence of a Change of Control, as defined in the Company's Articles of Incorporation, the holder of the Series G Preferred Stock will have the right to convert all or part of the shares of Series G Preferred Stock held by such holder on the applicable conversion date into a number of the Company's shares of Class A common stock.Underwriting commissions and costs incurred in connection with the sale of the Series G Preferred Stock are reflected as a reduction of additional paid in capital.  In November 2014, the underwriter notified the Company that it was exercising its over-allotment option and that it would purchase an additional 200,000 shares of Series G preferred stock at $25 per share.  As a result, in November 2014, the Company received an additional $4.8 million in net proceeds.

In fiscal 2012, the Company repurchased its remaining Series C Senior Cumulative Preferred Stock outstanding and as a result included the $892,000 and $1.3 million excess of the repurchase price of the preferred shares paid over the carrying amount of the shares as a reduction of income available to Common and Class A Common shareholders in the accompanying consolidated statement of income for the years ended October 31, 2013 and 2012, respectively.

On November 21, 2012, the Company redeemed all of its outstanding Series E Senior Cumulative Preferred Stock.  As a result, the Company included the $3.3 million excess of the repurchase price of the preferred shares paid over the carrying amount of the Series E preferred stock as a reduction of income available to Common and Class A Common shareholders in the accompanying consolidated statement of income for the fiscal year ended October 31, 2013.

Common Stock

During fiscal 2012, the Company sold 2,500,000 shares of Class A Common Stock in an underwritten follow-on common stock offering for $19.16 per share and raised net proceeds of $47.5 million.

The Class A Common Stock entitles the holder to 1/20 of one vote per share. The Common Stock entitles the holder to one vote per share. Each share of Common Stock and Class A Common Stock have identical rights with respect to dividends except that each share of Class A Common Stock will receive not less than 110% of the regular quarterly dividends paid on each share of Common Stock.

The Company has a Dividend Reinvestment and Share Purchase Plan (as amended) (the "DRIP"), that permits stockholders to acquire additional shares of Common Stock and Class A Common Stock by automatically reinvesting dividends.  During fiscal 2014, the Company issued 6,347 shares of Common Stock and 6,811 shares of Class A Common Stock (5,797 shares of Common Stock and 6,724 shares of Class A Common Stock in fiscal 2013) through the DRIP.  As of October 31, 2014, there remained 357,953 shares of Common Stock and 416,273 shares of Class A Common Stock available for issuance under the DRIP.

The Company has a stockholder rights agreement that expires on November 11, 2018. The rights are not currently exercisable. When they are exercisable, the holder will be entitled to purchase from the Company one one-hundredth of a share of a newly-established Series A Participating Preferred Stock at a price of $65 per one one-hundredth of a preferred share, subject to certain adjustments. The distribution date for the rights will occur 10 days after a person or group either acquires or obtains the right to acquire 10% ("Acquiring Person") or more of the combined voting power of the Company's Common Shares, or announces an offer, the consummation of which would result in such person or group owning 30% or more of the then outstanding Common Shares. Thereafter, shareholders other than the Acquiring Person will be entitled to purchase original common shares of the Company having a value equal to 2 times the exercise price of the right.

If the Company is involved in a merger or other business combination at any time after the rights become exercisable, and the Company is not the surviving corporation or 50% or more of the Company assets are sold or transferred, the rights agreement provides that the holder other than the Acquiring Person will be entitled to purchase a number of shares of common stock of the acquiring company having a value equal to two times the exercise price of each right.

The Company's articles of incorporation provide that if any person acquires more than 7.5% of the aggregate value of all outstanding stock, except, among other reasons, as approved by the Board of Directors, such shares in excess of this limit automatically will be exchanged for an equal number of shares of Excess Stock. Excess Stock has limited rights, may not be voted and is not entitled to any dividends.

Stock Repurchase

Previously, the Board of Directors of the Company approved a share repurchase program ("Original Program") for the repurchase of up to 1,500,000 shares of Common Stock, Class A Common Stock and the Company's Series C and Series D Senior Cumulative Preferred Stock in open-market transactions.  Recognizing that the Company issued a new Series F Preferred Stock in October 2012 and that the remaining outstanding shares of the Series C Cumulative Preferred Stock were redeemed in May 2013, the Board of Directors terminated the Original Program in December 2013 and at the same time approved a new share repurchase program (the "Current Program") for the repurchase of up to 2,000,000 shares of Common stock and Class A Common stock and Series D Senior Cumulative Preferred stock and Series F Cumulative Preferred stock in open market transactions.  Prior to terminating the Original Program, the Company had repurchased 4,600 shares of Common Stock and 724,578 shares of Class A Common Stock under the Original Program.

(8) STOCK COMPENSATION AND OTHER BENEFIT PLANS

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CONSOLIDATED JOINT VENTURES AND REDEEMABLE NONCONTROLLING INTERESTS

12 Months Ended

Oct. 31, 2014

CONSOLIDATED JOINT VENTURES AND REDEEMABLE NONCONTROLLING INTERESTS [Abstract]

CONSOLIDATED JOINT VENTURES AND REDEEMABLE NONCONTROLLING INTERESTS

(5) CONSOLIDATED JOINT VENTURES AND REDEEMABLE NONCONTROLLING INTERESTS

The Company has an investment in three joint ventures, UB Ironbound, LP ("Ironbound"), Orangeburg and McLean Plaza each of which owns a commercial retail real estate property. The Company has evaluated its investment in these three joint ventures and has concluded that the ventures are not Variable Interest Entities ("VIE or VIE's"), however the joint venture investments meet certain criteria of a sole general partner (or limited liability member) in accordance with ASC Topic 970-810 "Real Estate-Consolidation". The Company has determined that such joint ventures are fully controlled by the Company and that the presumption of control is not offset by any rights of any of the limited partners or non-controlling members in the ventures and that the joint ventures should be consolidated into the consolidated financial statements of the Company. The Company's investments in the consolidated joint ventures are more fully described below:

Ironbound (Ferry Plaza)

The Company, through a wholly-owned subsidiary, is the general partner and owns 84% of one consolidated limited partnership, Ironbound, which owns a grocery anchored shopping center.

The Ironbound limited partnership has a defined termination date of December 31, 2097. The partners in Ironbound are entitled to receive an annual cash preference payable from available cash of the partnership. Any unpaid preferences accumulate and are paid from future cash, if any. The balance of available cash, if any, is distributed in accordance with the respective partner's interests. The limited partners in Ironbound currently have the right to require the Company to repurchase all or a portion of their remaining limited partner interests at prices as defined in the Ironbound partnership agreement. Upon liquidation of Ironbound, proceeds from the sale of partnership assets are to be distributed in accordance with the respective partnership interests. The limited partners are not obligated to make any additional capital contributions to the partnership. The Company retains an affiliate of one of the limited partners in Ironbound to provide management and leasing services to the property at an annual fee equal to 2.00% percent of rental income collected, as defined.

Orangeburg

The Company, through a wholly-owned subsidiary, is the managing member and owns an approximate 21.7% interest in Orangeburg, which owns a CVS Pharmacy anchored shopping center in Orangeburg, NY.  The other member (non-managing) of Orangeburg is the prior owner of the contributed property who, in exchange for contributing the net assets of the property, received units of Orangeburg equal to the value of the contributed property less the value of the assigned first mortgage payable.  The Orangeburg operating agreement provides for the non-managing member to receive an annual cash distribution equal to the regular quarterly cash distribution declared by the Company for one share of the Company's Class A Common stock for each unit of Orangeburg ownership.  The annual cash distribution will be paid from available cash, as defined, of Orangeburg.  Upon liquidation, proceeds from the sale of Orangeburg assets are to be distributed in accordance with the operating agreement.  Orangeburg has a defined termination date of December 31, 2097.  Since purchasing this property, the Company has made additional investments in the amount of $1.7 million in Orangeburg and as a result as of October 31, 2014 its ownership percentage has increased to 21.7% from approximately 2.00% at inception.

McLean Plaza

In October 2014, the Company, through a wholly-owned subsidiary, acquired a 51% interest in McLean Plaza Associates for a net investment of $6.2 million.  McLean Plaza's sole asset is a grocery anchored shopping center located in Yonkers, NY. Distributions of available cash flow are made in accordance with the joint venture owners, ownership percentage.  McLean Plaza is encumbered by a first mortgage payable in the amount of $2.8 million.

Noncontrolling interests:

The Company accounts for non-controlling interests in accordance with ASC Topic 810, "Consolidation". Because the limited partners or non-controlling members in Ironbound, Orangeburg and McLean Plaza have the right to require the Company to redeem all or a part of their limited partnership or limited liability company units at prices as defined in the governing agreements, the Company reports the noncontrolling interests in the consolidated joint ventures in the mezzanine section, outside of permanent equity, of the consolidated balance sheets at redemption value which approximates fair value. The value of the Orangeburg redemption is based solely on the price of the Company's Class A Common stock on the date of redemption. For the years ended October 31, 2014 and 2013, the Company adjusted the carrying value of the non-controlling interests by $887,000 and $422,000, respectively, with the corresponding adjustment recorded in stockholders' equity.

The following table sets forth the details of the Company's redeemable non-controlling interests at October 31, 2014 and 2013: (amounts in thousands)

	October 31, 2014		October 31, 2013
Beginning Balance	$	11,843	$	11,421
Initial McLean Plaza Noncontrolling Interest		6,134		-
Change in Redemption Value		887		422
Ending Balance	$	18,864	$	11,843

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INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED JOINT VENTURES

12 Months Ended

Oct. 31, 2014

INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED JOINT VENTURES [Abstract]

INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED JOINT VENTURES

(6) INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED JOINT VENTURES

At October 31, 2014 and 2013, investments in and advances to unconsolidated joint ventures consisted of the following (with the Company's ownership percentage in parentheses) (amounts in thousands):

	October 31, 2014		October 31, 2013
Chestnut Ridge and Plaza 59 Shopping Centers (50.0%)	$	18,380	$	18,277
Gateway Plaza (50% in 2014 and 0% in 2013)		7,069		-
Midway Shopping Center, L.P. (11.642%)		5,322		5,668
Putnam Plaza Shopping Center (66.67%)		6,525		6,764
Applebee's at Riverhead (50% in 2014 and 0% in 2013)		1,194		-
81 Pondfield Road Company (20%)		723		723
Total	$	39,213	$	31,432

Gateway Plaza and Applebee's at Riverhead

In February 2014, the Company, through two wholly owned subsidiaries, purchased a 50% undivided equity interest in the Gateway Plaza Shopping Center ("Gateway") for $6.1 million and Applebee's at Riverhead ("Applebee's") for $1.1 million.  Both investments were inclusive of the Company assuming its 50% interest in the mortgages encumbering both properties.  Both properties are located in Riverhead, New York (together the "Riverhead Properties").  Gateway, a 194,000 square foot shopping center anchored by a 168,000 square foot newly constructed Walmart which also has 27,000 square feet of newly constructed in-line space that is partially leased.  Applebee's has a 5,400 square foot free standing Applebee's restaurant with additional development rights for 7,200 square feet.  The Company accounts for its investment in the Riverhead Properties under the equity method of accounting since it exercises significant influence, but does not control the ventures.  The other venturer in both properties has substantial participation rights in the financial decisions and operation of the properties, which preclude the Company from consolidating the investments. The Company has evaluated its investment in the two properties and has concluded that the ventures are not VIE's. Under the equity method of accounting the initial investment is recorded at cost as an investment in unconsolidated joint venture, and subsequently adjusted for equity in net income (loss) and cash contributions and distributions from the venture. Any difference between the carrying amount of the investment on the Company's balance sheet and the underlying equity in net assets of the venture is evaluated for impairment at each reporting period.

Simultaneously with the acquisition of Gateway, a $14 million non-recourse first mortgage payable was placed on the property with $12.0 million of the proceeds distributed to the seller. The remaining $2 million of the principal is held in escrow by the lender until certain conditions are met regarding the leasing of the 27,000 square foot building.  The new mortgage has a term of ten years and requires payments of principal and interest at a fixed rate of interest of 4.2% per annum.

Chestnut Ridge and Plaza 59 Shopping Centers

The Company, through two wholly owned subsidiaries, owns a 50% undivided equity interest in the 76,000 square foot Chestnut Ridge Shopping Center located in Montvale, New Jersey ("Chestnut") and the 24,000 square foot Plaza 59 Shopping Center located in Spring Valley, New York ("Plaza 59") for a combined investment of approximately $18 million. The Company accounts for its investment in Chestnut and Plaza 59 under the equity method of accounting since it exercises significant influence, but does not control the ventures.  The other venturer in both properties has substantial participation rights in the financial decisions and operation of each property, which preclude the Company from consolidating the investment. The Company has evaluated its investment in the two properties and has concluded that the ventures are not VIEs. Under the equity method of accounting the initial investment is recorded at cost as an investment in unconsolidated joint venture, and subsequently adjusted for equity in net income (loss) and cash contributions and distributions from the venture. Any difference between the carrying amount of the investment on the Company's balance sheet and the underlying equity in net assets of each venture is evaluated for impairment at each reporting period.

Midway Shopping Center, L.P.

The Company, through a wholly owned subsidiary, owns an 11.642% equity interest in Midway Shopping Center L.P. ("Midway"), which owns a 247,000 square foot shopping center in Westchester County, New York. In addition, the Company loaned Midway, in the form of an unsecured note, approximately $13.2 million.  The loan to Midway by the Company required monthly payments to the Company of interest only at 5.75% per annum.  The loan matured on January 1, 2013 and was repaid. The Company has evaluated its investment in Midway and has concluded that the venture is not a VIE and should not be consolidated into the financial statements of the Company. Although the Company only has an approximate 12% equity interest in Midway, it controls 25% of the voting power of Midway and as such has determined that it exercises significant influence over the financial and operating decisions of Midway but does not control the venture and accounts for its investment in Midway under the equity method of accounting. Under the equity method of accounting the initial investment is recorded at cost as an investment in unconsolidated joint venture, and subsequently adjusted for equity in net income (loss) and cash contributions and distributions from the venture. Any difference between the carrying amount of the investment on the Company's balance sheet and the underlying equity in net assets of the venture is evaluated for impairment at each reporting period.

The Company has allocated the $7.4 million excess of the carrying amount of its investment in and advances to Midway over the Company's share of Midway's net book value to real property and is amortizing the difference over the property's estimated useful life of 39 years.

Midway currently has a non-recourse first mortgage payable in the amount of $32 million. The loan requires payments of principal and interest at the rate of 4.80% per annum and will mature in 2027.

Putnam Plaza Shopping Center

The Company, through a wholly owned subsidiary, owns a 66.67% undivided equity interest in the 189,000 square foot Putnam Plaza Shopping Center ("Putnam Plaza"). The Company accounts for its investment in the Putnam Plaza joint venture under the equity method of accounting since it exercises significant influence, but does not control the venture.  The other venturer in Putnam Plaza has substantial participation rights in the financial decisions and operation of the property, which preclude the Company from consolidating the investment. The Company has evaluated its investment in Putnam Plaza and has concluded that the venture is not a VIE. Under the equity method of accounting the initial investment is recorded at cost as an investment in unconsolidated joint venture, and subsequently adjusted for equity in net income (loss) and cash contributions and distributions from the venture. Any difference between the carrying amount of the investment on the Company's balance sheet and the underlying equity in net assets of the venture is evaluated for impairment at each reporting period.

Putnam Plaza has a first mortgage payable in the amount of $21 million. The mortgage requires monthly payments of principal and interest at a fixed rate of 4.17% and will mature in 2019.

81 Pondfield Road Company

The Company's other investment in an unconsolidated joint venture is a 20% economic interest in a partnership which owns a retail and office building in Westchester County, New York.

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STOCK COMPENSATION AND OTHER BENEFIT PLANS

12 Months Ended

Oct. 31, 2014

STOCK COMPENSATION AND OTHER BENEFIT PLANS [Abstract]

STOCK COMPENSATION AND OTHER BENEFIT PLANS

Restricted Stock Plan

The Company has a Restricted Stock Plan that provides a form of equity compensation for employees of the Company.  The Plan, which is administered by the Company's compensation committee, authorizes grants of up to an aggregate of 3,750,000 shares of the Company's common equity consisting of 350,000 Common shares, 350,000 Class A Common shares and 3,050,000 shares, which at the discretion of the compensation committee, may be awarded in any combination of Class A Common shares or Common shares.

In accordance with ASC Topic 718, the Company recognizes compensation expense for restricted stock awards upon the earlier of the explicit vesting period or the date a participant first becomes eligible for retirement unless a waiver was received by an employee over the retirement age, waving his right to continued vesting after retirement.  For non-vested restricted stock awards granted prior to the adoption of ASC Topic 718 in 2005, the Company continues to recognize compensation expense over the explicit vesting periods and accelerates any remaining unrecognized compensation cost when a participant actually retires.

In fiscal 2014, the Company awarded 152,000 shares of Common Stock and 80,500 shares of Class A Common Stock to participants in the Plan. The grant date fair value of restricted stock grants awarded to participants in 2014 was approximately $3.8 million. As of October 31, 2014, there was $12.6 million of unamortized restricted stock compensation related to non-vested restricted stock grants awarded under the Plan. The remaining unamortized expense is expected to be recognized over a weighted average period of 4.64 years. For the years ended October 31, 2014, 2013 and 2012, amounts charged to compensation expense totaled $4,088,000, $4,073,000 and $3,824,000, respectively.

A summary of the status of the Company's non-vested restricted stock awards as of October 31, 2014, and changes during the year ended October 31, 2014 are presented below:

	Common Shares					Class A Common Shares
	Shares			Weighted-Average Grant Date Fair Value		Shares			Weighted-Average Grant Date Fair Value
Non-vested at October 31, 2013		1,479,700		$	15.88		404,150		$	17.39
Granted		152,000		$	15.60		80,500		$	18.32
Vested		(250,900	)	$	13.88		(78,400	)	$	15.18
Forfeited		-		$	-		(6,300	)	$	18.48
Non-vested at October 31, 2014		1,380,800		$	16.21		399,950		$	18.01

Profit Sharing and Savings Plan

The Company has a profit sharing and savings plan (the "401K Plan"), which permits eligible employees to defer a portion of their compensation in accordance with the Internal Revenue Code. Under the 401K Plan, the Company made contributions on behalf of eligible employees. The Company made contributions to the 401K Plan of approximately $150,000 in each of the three years ended October 31, 2014, 2013 and 2012. The Company also has an Excess Benefit and Deferred Compensation Plan that allows eligible employees to defer benefits in excess of amounts provided under the Company's 401K Plan and a portion of the employee's current compensation.

(9) FAIR VALUE MEASUREMENTS

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QUARTERLY RESULTS OF OPERATIONS (UNAUDITED) (Tables)

12 Months Ended

Oct. 31, 2014

QUARTERLY RESULTS OF OPERATIONS [Abstract]

Quarterly Financial Information

	Year Ended October 31, 2014												Year Ended October 31, 2013
	Quarter Ended												Quarter Ended
	Jan 31			Apr 30			July 31			Oct 31			Jan 31			Apr 30			July 31			Oct 31
Revenues	$	25,195		$	25,952		$	24,955		$	26,226		$	23,737		$	22,834		$	23,613		$	24,061
Income from continuing operations	$	6,621		$	6,482		$	7,494		$	32,494		$	6,814		$	7,173		$	7,840		$	7,278
Net Income Attributable to Urstadt Biddle Properties Inc.	$	6,465		$	6,334		$	7,343		$	32,342		$	7,014		$	7,421		$	7,915		$	7,445
Preferred Stock Dividends		(3,453	)		(3,453	)		(3,453	)		(3,453	)		(3,961	)		(3,929	)		(3,606	)		(3,453	)
Redemption of Preferred Stock		-			-			-			(1,870	)		(3,759	)		(406	)		(68	)		-
Net Income Applicable to Common and Class A Common Stockholders	$	3,012		$	2,881		$	3,890		$	27,019		$	(706	)	$	3,086		$	4,241		$	3,992
Per Share Data:
Net income from continuing operations - Basic:
Class A Common Stock	$	0.10		$	0.10		$	0.13		$	0.90		$	(0.04	)	$	0.09		$	0.13		$	0.12
Common Stock	$	0.09		$	0.09		$	0.11		$	0.80		$	(0.03	)	$	0.08		$	0.12		$	0.11
Net income from continuing operations - Diluted:
Class A Common Stock	$	0.10		$	0.09		$	0.12		$	0.87		$	(0.04	)	$	0.09		$	0.13		$	0.12
Common Stock	$	0.09		$	0.08		$	0.11		$	0.77		$	(0.03	)	$	0.08		$	0.11		$	0.11

Amounts may not equal previously reported results due to reclassification between income from continuing operations and income from discontinued operations.

Amounts may not equal full year results due to rounding.

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SUBSEQUENT EVENTS

12 Months Ended

Oct. 31, 2014

SUBSEQUENT EVENTS [Abstract]

SUBSEQUENT EVENTS

(13) SUBSEQUENT EVENTS

On December 11, 2014, the Board of Directors of the Company declared cash dividends of $0.225 for each share of Common Stock and $0.2550 for each share of Class A Common Stock.  The dividends are payable on January 16, 2015 to stockholders of record on January 5, 2015. The Board of Directors also ratified the actions of the Company's compensation committee authorizing awards of 152,000 shares of Common Stock and  92,750 shares of Class A Common Stock to certain officers, directors and employees of the Company effective January 2, 2015, pursuant to the Company's restricted stock plan.  The fair value of the shares awarded totaling $4.8 million will be charged to expense over the respective vesting periods.

In November 2014, the Company sold 2,500,000 shares of Class A Common Stock in an underwritten follow-on common stock offering for $20.82 per share and raised net proceeds of $52.1 million. In addition, in November 2014, the underwriters of the offering exercised their over-allotment option and purchased an additional 375,000 shares of Class A Common stock at the same price, which raised an additional $7.8 million.

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REAL ESTATE INVESTMENTS (Tables)

12 Months Ended

Oct. 31, 2014

Real Estate Investments:

Investments in real estate, net of depreciation

The Company's investments in real estate, net of depreciation, were composed of the following at October 31, 2014 and 2013 (in thousands):

	Core Properties		Unconsolidated Joint Venture		2014 Totals		2013 Totals
Retail	$	655,848	$	39,213	$	695,061	$	594,267
Office		13,269		-		13,269		13,521
Industrial		-		-		-		531
	$	669,117	$	39,213	$	708,330	$	608,319

Real estate investment by geographical area

The Company's investments at October 31, 2014 consisted of equity interests in 70 properties, which are located in various regions throughout the northeastern part of the United States with a concentration in the metropolitan New York tri-state area outside of the City of New York. The Company's primary investment focus is neighborhood and community shopping centers located in the region just described. These properties are considered core properties of the Company. The Company sold its two distribution service facilities in fiscal 2014 which were considered non-core properties.  Since a significant concentration of the Company's properties are in the northeast, market changes in this region could have an effect on the Company's leasing efforts and ultimately its overall results of operations. The following is a summary of the geographic locations of the Company's investments at October 31, 2014 and 2013 (in thousands):

	2014		2013
Northeast	$	708,330	$	607,788
Midwest		-		288
Southwest		-		243
	$	708,330	$	608,319

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SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION (Details) (USD $)	12 Months Ended
	Oct. 31, 2014		Oct. 31, 2013	Oct. 31, 2012
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	$ 205,147,000
Initial Cost to Company [Abstract]
Land	150,563,000
Building & Improvements	587,986,000
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	2,783,000
Building & Improvements	88,973,000
Amount at which Carried at Close of Period [Abstract]
Land	153,346,000
Building & Improvements	676,958,000
TOTAL	830,304,000		732,159,000	660,375,000
Accumulated Depreciation	161,187,000		155,272,000	140,511,000
RECONCILIATION OF REAL ESTATE OWNED SUBJECT TO OPERATING LEASES [Roll Forward]
Balance at beginning of the year	732,159,000		660,375,000	631,167,000
Property improvements during the year	19,239,000		11,263,000	5,782,000
Properties acquired during the year	101,055,000		67,062,000	26,306,000
Properties sold during the year	(20,299,000)		(4,475,000)	(533,000)
Property assets fully depreciated and written off	(1,850,000)		(2,066,000)	(2,347,000)
Balance at end of year	830,304,000		732,159,000	660,375,000
RECONCILIATION OF ACCUMULATED DEPRECIATION [Roll Forward]
Balance at beginning of year	155,272,000		140,511,000	126,693,000
Provision during the year charged to income	18,721,000		17,126,000	16,183,000
Property sold during the year	(10,956,000)		(299,000)	(18,000)
Property assets fully depreciated and written off	(1,850,000)		(2,066,000)	(2,347,000)
Balance at end of year	161,187,000		155,272,000	140,511,000
Property, Plant and Equipment [Line Items]
Aggregate cost for federal income tax purposes for real estate subject to operating leases	713,000,000
Tenant Improvement Costs [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Useful life	5 years
Tenant Improvement Costs [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Useful life	20 years
Retail Properties [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	205,147,000
Initial Cost to Company [Abstract]
Land	147,197,000
Building & Improvements	576,448,000
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	2,841,000
Building & Improvements	87,151,000	[1]
Amount at which Carried at Close of Period [Abstract]
Land	150,038,000
Building & Improvements	663,599,000
TOTAL	813,637,000
Accumulated Depreciation	157,788,000
RECONCILIATION OF REAL ESTATE OWNED SUBJECT TO OPERATING LEASES [Roll Forward]
Balance at end of year	813,637,000
RECONCILIATION OF ACCUMULATED DEPRECIATION [Roll Forward]
Balance at end of year	157,788,000
Retail Properties [Member] | Bethel, CT [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	0
Initial Cost to Company [Abstract]
Land	1,800,000
Building & Improvements	7,200,000
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	(18,000)
Building & Improvements	(74,000)
Amount at which Carried at Close of Period [Abstract]
Land	1,782,000
Building & Improvements	7,126,000
TOTAL	8,908,000
Accumulated Depreciation	153,000
Date Constructed/Acquired	2014
Life on which depreciation for building and improvements in latest income statement is computed	39 years
RECONCILIATION OF REAL ESTATE OWNED SUBJECT TO OPERATING LEASES [Roll Forward]
Balance at end of year	8,908,000
RECONCILIATION OF ACCUMULATED DEPRECIATION [Roll Forward]
Balance at end of year	153,000
Retail Properties [Member] | Yonkers, NY 3 [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	2,781,000
Initial Cost to Company [Abstract]
Land	3,060,000
Building & Improvements	12,240,000
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	0
Building & Improvements	0
Amount at which Carried at Close of Period [Abstract]
Land	3,060,000
Building & Improvements	12,240,000
TOTAL	15,300,000
Accumulated Depreciation	26,000
Date Constructed/Acquired	2014
Life on which depreciation for building and improvements in latest income statement is computed	39 years
RECONCILIATION OF REAL ESTATE OWNED SUBJECT TO OPERATING LEASES [Roll Forward]
Balance at end of year	15,300,000
RECONCILIATION OF ACCUMULATED DEPRECIATION [Roll Forward]
Balance at end of year	26,000
Retail Properties [Member] | Boonton, NJ [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	7,720,000
Initial Cost to Company [Abstract]
Land	3,670,000
Building & Improvements	14,680,000
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	15,000
Building & Improvements	56,000
Amount at which Carried at Close of Period [Abstract]
Land	3,685,000
Building & Improvements	14,736,000
TOTAL	18,421,000
Accumulated Depreciation	314,000
Date Constructed/Acquired	2014
Life on which depreciation for building and improvements in latest income statement is computed	39 years
RECONCILIATION OF REAL ESTATE OWNED SUBJECT TO OPERATING LEASES [Roll Forward]
Balance at end of year	18,421,000
RECONCILIATION OF ACCUMULATED DEPRECIATION [Roll Forward]
Balance at end of year	314,000
Retail Properties [Member] | Bloomfield, NJ [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	7,768,000
Initial Cost to Company [Abstract]
Land	2,201,000
Building & Improvements	8,804,000
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	218,000
Building & Improvements	861,000
Amount at which Carried at Close of Period [Abstract]
Land	2,419,000
Building & Improvements	9,665,000
TOTAL	12,084,000
Accumulated Depreciation	237,000
Date Constructed/Acquired	2014
Life on which depreciation for building and improvements in latest income statement is computed	39 years
RECONCILIATION OF REAL ESTATE OWNED SUBJECT TO OPERATING LEASES [Roll Forward]
Balance at end of year	12,084,000
RECONCILIATION OF ACCUMULATED DEPRECIATION [Roll Forward]
Balance at end of year	237,000
Retail Properties [Member] | Greenwich, CT 7 [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	16,170,000
Initial Cost to Company [Abstract]
Land	6,257,000
Building & Improvements	25,029,000
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	0
Building & Improvements	0
Amount at which Carried at Close of Period [Abstract]
Land	6,257,000
Building & Improvements	25,029,000
TOTAL	31,286,000
Accumulated Depreciation	104,000
Date Constructed/Acquired	2014
Life on which depreciation for building and improvements in latest income statement is computed	40 years
RECONCILIATION OF REAL ESTATE OWNED SUBJECT TO OPERATING LEASES [Roll Forward]
Balance at end of year	31,286,000
RECONCILIATION OF ACCUMULATED DEPRECIATION [Roll Forward]
Balance at end of year	104,000
Retail Properties [Member] | Greenwich, CT 6 [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	8,330,000
Initial Cost to Company [Abstract]
Land	3,223,000
Building & Improvements	12,893,000
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	0
Building & Improvements	0
Amount at which Carried at Close of Period [Abstract]
Land	3,223,000
Building & Improvements	12,893,000
TOTAL	16,116,000
Accumulated Depreciation	54,000
Date Constructed/Acquired	2014
Life on which depreciation for building and improvements in latest income statement is computed	40 years
RECONCILIATION OF REAL ESTATE OWNED SUBJECT TO OPERATING LEASES [Roll Forward]
Balance at end of year	16,116,000
RECONCILIATION OF ACCUMULATED DEPRECIATION [Roll Forward]
Balance at end of year	54,000
Retail Properties [Member] | Greenwich, CT 1 [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	3,500,000
Initial Cost to Company [Abstract]
Land	1,600,000
Building & Improvements	6,401,000
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	27,000
Building & Improvements	167,000	[1]
Amount at which Carried at Close of Period [Abstract]
Land	1,627,000
Building & Improvements	6,568,000	[2]
TOTAL	8,195,000
Accumulated Depreciation	238,000
Date Constructed/Acquired	2013
Life on which depreciation for building and improvements in latest income statement is computed	39 years
RECONCILIATION OF REAL ESTATE OWNED SUBJECT TO OPERATING LEASES [Roll Forward]
Balance at end of year	8,195,000
RECONCILIATION OF ACCUMULATED DEPRECIATION [Roll Forward]
Balance at end of year	238,000
Retail Properties [Member] | Greenwich, CT 2 [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	4,365,000
Initial Cost to Company [Abstract]
Land	1,998,000
Building & Improvements	7,994,000
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	53,000
Building & Improvements	213,000
Amount at which Carried at Close of Period [Abstract]
Land	2,051,000
Building & Improvements	8,207,000
TOTAL	10,258,000
Accumulated Depreciation	298,000
Date Constructed/Acquired	2013
Life on which depreciation for building and improvements in latest income statement is computed	39 years
RECONCILIATION OF REAL ESTATE OWNED SUBJECT TO OPERATING LEASES [Roll Forward]
Balance at end of year	10,258,000
RECONCILIATION OF ACCUMULATED DEPRECIATION [Roll Forward]
Balance at end of year	298,000
Retail Properties [Member] | Bronxville, NY [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	0
Initial Cost to Company [Abstract]
Land	60,000
Building & Improvements	239,000
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	95,000
Building & Improvements	776,000	[1]
Amount at which Carried at Close of Period [Abstract]
Land	155,000
Building & Improvements	1,015,000	[2]
TOTAL	1,170,000
Accumulated Depreciation	127,000
Date Constructed/Acquired	2009
Life on which depreciation for building and improvements in latest income statement is computed	39 years
RECONCILIATION OF REAL ESTATE OWNED SUBJECT TO OPERATING LEASES [Roll Forward]
Balance at end of year	1,170,000
RECONCILIATION OF ACCUMULATED DEPRECIATION [Roll Forward]
Balance at end of year	127,000
Retail Properties [Member] | Yonkers, NY [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	0
Initial Cost to Company [Abstract]
Land	30,000
Building & Improvements	121,000
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	183,000
Building & Improvements	734,000	[1]
Amount at which Carried at Close of Period [Abstract]
Land	213,000
Building & Improvements	855,000	[2]
TOTAL	1,068,000
Accumulated Depreciation	110,000
Date Constructed/Acquired	2009
Life on which depreciation for building and improvements in latest income statement is computed	39 years
RECONCILIATION OF REAL ESTATE OWNED SUBJECT TO OPERATING LEASES [Roll Forward]
Balance at end of year	1,068,000
RECONCILIATION OF ACCUMULATED DEPRECIATION [Roll Forward]
Balance at end of year	110,000
Retail Properties [Member] | Yonkers, NY 2 [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	0
Initial Cost to Company [Abstract]
Land	30,000
Building & Improvements	121,000
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	85,000
Building & Improvements	341,000	[1]
Amount at which Carried at Close of Period [Abstract]
Land	115,000
Building & Improvements	462,000	[2]
TOTAL	577,000
Accumulated Depreciation	60,000
Date Constructed/Acquired	2009
Life on which depreciation for building and improvements in latest income statement is computed	39 years
RECONCILIATION OF REAL ESTATE OWNED SUBJECT TO OPERATING LEASES [Roll Forward]
Balance at end of year	577,000
RECONCILIATION OF ACCUMULATED DEPRECIATION [Roll Forward]
Balance at end of year	60,000
Retail Properties [Member] | New Milford, CT [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	0
Initial Cost to Company [Abstract]
Land	2,114,000
Building & Improvements	8,456,000
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	71,000
Building & Improvements	319,000	[1]
Amount at which Carried at Close of Period [Abstract]
Land	2,185,000
Building & Improvements	8,775,000	[2]
TOTAL	10,960,000
Accumulated Depreciation	1,389,000
Date Constructed/Acquired	2008
Life on which depreciation for building and improvements in latest income statement is computed	39 years
RECONCILIATION OF REAL ESTATE OWNED SUBJECT TO OPERATING LEASES [Roll Forward]
Balance at end of year	10,960,000
RECONCILIATION OF ACCUMULATED DEPRECIATION [Roll Forward]
Balance at end of year	1,389,000
Retail Properties [Member] | New Milford, CT 2 [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	0
Initial Cost to Company [Abstract]
Land	4,492,000
Building & Improvements	17,967,000
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	166,000
Building & Improvements	940,000	[1]
Amount at which Carried at Close of Period [Abstract]
Land	4,658,000
Building & Improvements	18,907,000	[2]
TOTAL	23,565,000
Accumulated Depreciation	2,146,000
Date Constructed/Acquired	2010
Life on which depreciation for building and improvements in latest income statement is computed	39 years
RECONCILIATION OF REAL ESTATE OWNED SUBJECT TO OPERATING LEASES [Roll Forward]
Balance at end of year	23,565,000
RECONCILIATION OF ACCUMULATED DEPRECIATION [Roll Forward]
Balance at end of year	2,146,000
Retail Properties [Member] | New Milford, CT 3 [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	4,575,000
Initial Cost to Company [Abstract]
Land	2,168,000
Building & Improvements	8,672,000
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	0
Building & Improvements	58,000	[1]
Amount at which Carried at Close of Period [Abstract]
Land	2,168,000
Building & Improvements	8,730,000	[2]
TOTAL	10,898,000
Accumulated Depreciation	800,000
Date Constructed/Acquired	2011
Life on which depreciation for building and improvements in latest income statement is computed	39 years
RECONCILIATION OF REAL ESTATE OWNED SUBJECT TO OPERATING LEASES [Roll Forward]
Balance at end of year	10,898,000
RECONCILIATION OF ACCUMULATED DEPRECIATION [Roll Forward]
Balance at end of year	800,000
Retail Properties [Member] | Newark, NJ [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	11,456,000
Initial Cost to Company [Abstract]
Land	5,252,000
Building & Improvements	21,023,000
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	0
Building & Improvements	1,466,000	[1]
Amount at which Carried at Close of Period [Abstract]
Land	5,252,000
Building & Improvements	22,489,000	[2]
TOTAL	27,741,000
Accumulated Depreciation	3,682,000
Date Constructed/Acquired	2008
Life on which depreciation for building and improvements in latest income statement is computed	39 years
RECONCILIATION OF REAL ESTATE OWNED SUBJECT TO OPERATING LEASES [Roll Forward]
Balance at end of year	27,741,000
RECONCILIATION OF ACCUMULATED DEPRECIATION [Roll Forward]
Balance at end of year	3,682,000
Retail Properties [Member] | Waldwick, NJ [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	0
Initial Cost to Company [Abstract]
Land	1,266,000
Building & Improvements	5,064,000
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	0
Building & Improvements	0	[1]
Amount at which Carried at Close of Period [Abstract]
Land	1,266,000
Building & Improvements	5,064,000	[2]
TOTAL	6,330,000
Accumulated Depreciation	898,000
Date Constructed/Acquired	2007
Life on which depreciation for building and improvements in latest income statement is computed	39 years
RECONCILIATION OF REAL ESTATE OWNED SUBJECT TO OPERATING LEASES [Roll Forward]
Balance at end of year	6,330,000
RECONCILIATION OF ACCUMULATED DEPRECIATION [Roll Forward]
Balance at end of year	898,000
Retail Properties [Member] | Emerson, NJ [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	648,000
Initial Cost to Company [Abstract]
Land	3,633,000
Building & Improvements	14,531,000
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	0
Building & Improvements	1,421,000	[1]
Amount at which Carried at Close of Period [Abstract]
Land	3,633,000
Building & Improvements	15,952,000	[2]
TOTAL	19,585,000
Accumulated Depreciation	3,139,000
Date Constructed/Acquired	2007
Life on which depreciation for building and improvements in latest income statement is computed	39 years
RECONCILIATION OF REAL ESTATE OWNED SUBJECT TO OPERATING LEASES [Roll Forward]
Balance at end of year	19,585,000
RECONCILIATION OF ACCUMULATED DEPRECIATION [Roll Forward]
Balance at end of year	3,139,000
Retail Properties [Member] | Monroe, CT [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	0
Initial Cost to Company [Abstract]
Land	765,000
Building & Improvements	3,060,000
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	0
Building & Improvements	135,000	[1]
Amount at which Carried at Close of Period [Abstract]
Land	765,000
Building & Improvements	3,195,000	[2]
TOTAL	3,960,000
Accumulated Depreciation	631,000
Date Constructed/Acquired	2007
Life on which depreciation for building and improvements in latest income statement is computed	39 years
RECONCILIATION OF REAL ESTATE OWNED SUBJECT TO OPERATING LEASES [Roll Forward]
Balance at end of year	3,960,000
RECONCILIATION OF ACCUMULATED DEPRECIATION [Roll Forward]
Balance at end of year	631,000
Retail Properties [Member] | Pelham, NY [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	0
Initial Cost to Company [Abstract]
Land	1,694,000
Building & Improvements	6,843,000
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	0
Building & Improvements	46,000	[1]
Amount at which Carried at Close of Period [Abstract]
Land	1,694,000
Building & Improvements	6,889,000	[2]
TOTAL	8,583,000
Accumulated Depreciation	1,487,000
Date Constructed/Acquired	2006
Life on which depreciation for building and improvements in latest income statement is computed	39 years
RECONCILIATION OF REAL ESTATE OWNED SUBJECT TO OPERATING LEASES [Roll Forward]
Balance at end of year	8,583,000
RECONCILIATION OF ACCUMULATED DEPRECIATION [Roll Forward]
Balance at end of year	1,487,000
Retail Properties [Member] | Stratford,CT [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	26,821,000
Initial Cost to Company [Abstract]
Land	10,173,000
Building & Improvements	40,794,000
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	(94,000)
Building & Improvements	9,093,000	[1]
Amount at which Carried at Close of Period [Abstract]
Land	10,079,000
Building & Improvements	49,887,000	[2]
TOTAL	59,966,000
Accumulated Depreciation	13,067,000
Date Constructed/Acquired	2005
Life on which depreciation for building and improvements in latest income statement is computed	39 years
RECONCILIATION OF REAL ESTATE OWNED SUBJECT TO OPERATING LEASES [Roll Forward]
Balance at end of year	59,966,000
RECONCILIATION OF ACCUMULATED DEPRECIATION [Roll Forward]
Balance at end of year	13,067,000
Retail Properties [Member] | Yorktown Heights, NY [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	0
Initial Cost to Company [Abstract]
Land	5,786,000
Building & Improvements	23,221,000
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	0
Building & Improvements	4,709,000	[1]
Amount at which Carried at Close of Period [Abstract]
Land	5,786,000
Building & Improvements	27,930,000	[2]
TOTAL	33,716,000
Accumulated Depreciation	5,800,000
Date Constructed/Acquired	2005
Life on which depreciation for building and improvements in latest income statement is computed	39 years
RECONCILIATION OF REAL ESTATE OWNED SUBJECT TO OPERATING LEASES [Roll Forward]
Balance at end of year	33,716,000
RECONCILIATION OF ACCUMULATED DEPRECIATION [Roll Forward]
Balance at end of year	5,800,000
Retail Properties [Member] | Rye, NY [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	0
Initial Cost to Company [Abstract]
Land	909,000
Building & Improvements	3,637,000
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	0
Building & Improvements	423,000	[1]
Amount at which Carried at Close of Period [Abstract]
Land	909,000
Building & Improvements	4,060,000	[2]
TOTAL	4,969,000
Accumulated Depreciation	1,063,000
Date Constructed/Acquired	2004
Life on which depreciation for building and improvements in latest income statement is computed	39 years
RECONCILIATION OF REAL ESTATE OWNED SUBJECT TO OPERATING LEASES [Roll Forward]
Balance at end of year	4,969,000
RECONCILIATION OF ACCUMULATED DEPRECIATION [Roll Forward]
Balance at end of year	1,063,000
Retail Properties [Member] | Rye, NY 2 [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	1,455,000
Initial Cost to Company [Abstract]
Land	483,000
Building & Improvements	1,930,000
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	0
Building & Improvements	6,000	[1]
Amount at which Carried at Close of Period [Abstract]
Land	483,000
Building & Improvements	1,936,000	[2]
TOTAL	2,419,000
Accumulated Depreciation	521,000
Date Constructed/Acquired	2004
Life on which depreciation for building and improvements in latest income statement is computed	39 years
RECONCILIATION OF REAL ESTATE OWNED SUBJECT TO OPERATING LEASES [Roll Forward]
Balance at end of year	2,419,000
RECONCILIATION OF ACCUMULATED DEPRECIATION [Roll Forward]
Balance at end of year	521,000
Retail Properties [Member] | Rye, NY 3 [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	656,000
Initial Cost to Company [Abstract]
Land	239,000
Building & Improvements	958,000
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	0
Building & Improvements	87,000	[1]
Amount at which Carried at Close of Period [Abstract]
Land	239,000
Building & Improvements	1,045,000	[2]
TOTAL	1,284,000
Accumulated Depreciation	307,000
Date Constructed/Acquired	2004
Life on which depreciation for building and improvements in latest income statement is computed	39 years
RECONCILIATION OF REAL ESTATE OWNED SUBJECT TO OPERATING LEASES [Roll Forward]
Balance at end of year	1,284,000
RECONCILIATION OF ACCUMULATED DEPRECIATION [Roll Forward]
Balance at end of year	307,000
Retail Properties [Member] | Rye, NY 4 [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	1,494,000
Initial Cost to Company [Abstract]
Land	695,000
Building & Improvements	2,782,000
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	1,000
Building & Improvements	19,000	[1]
Amount at which Carried at Close of Period [Abstract]
Land	696,000
Building & Improvements	2,801,000	[2]
TOTAL	3,497,000
Accumulated Depreciation	748,000
Date Constructed/Acquired	2004
Life on which depreciation for building and improvements in latest income statement is computed	39 years
RECONCILIATION OF REAL ESTATE OWNED SUBJECT TO OPERATING LEASES [Roll Forward]
Balance at end of year	3,497,000
RECONCILIATION OF ACCUMULATED DEPRECIATION [Roll Forward]
Balance at end of year	748,000
Retail Properties [Member] | Somers, NY [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	0
Initial Cost to Company [Abstract]
Land	4,318,000
Building & Improvements	17,268,000
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	0
Building & Improvements	606,000	[1]
Amount at which Carried at Close of Period [Abstract]
Land	4,318,000
Building & Improvements	17,874,000	[2]
TOTAL	22,192,000
Accumulated Depreciation	5,540,000
Date Constructed/Acquired	2003
Life on which depreciation for building and improvements in latest income statement is computed	39 years
RECONCILIATION OF REAL ESTATE OWNED SUBJECT TO OPERATING LEASES [Roll Forward]
Balance at end of year	22,192,000
RECONCILIATION OF ACCUMULATED DEPRECIATION [Roll Forward]
Balance at end of year	5,540,000
Retail Properties [Member] | Westport, CT [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	0
Initial Cost to Company [Abstract]
Land	2,076,000
Building & Improvements	8,305,000
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	0
Building & Improvements	306,000	[1]
Amount at which Carried at Close of Period [Abstract]
Land	2,076,000
Building & Improvements	8,611,000	[2]
TOTAL	10,687,000
Accumulated Depreciation	2,610,000
Date Constructed/Acquired	2003
Life on which depreciation for building and improvements in latest income statement is computed	39 years
RECONCILIATION OF REAL ESTATE OWNED SUBJECT TO OPERATING LEASES [Roll Forward]
Balance at end of year	10,687,000
RECONCILIATION OF ACCUMULATED DEPRECIATION [Roll Forward]
Balance at end of year	2,610,000
Retail Properties [Member] | White Plains, NY [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	0
Initial Cost to Company [Abstract]
Land	8,065,000
Building & Improvements	32,258,000
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	(1,000)
Building & Improvements	6,882,000	[1]
Amount at which Carried at Close of Period [Abstract]
Land	8,064,000
Building & Improvements	39,140,000	[2]
TOTAL	47,204,000
Accumulated Depreciation	11,985,000
Date Constructed/Acquired	2003
Life on which depreciation for building and improvements in latest income statement is computed	39 years
RECONCILIATION OF REAL ESTATE OWNED SUBJECT TO OPERATING LEASES [Roll Forward]
Balance at end of year	47,204,000
RECONCILIATION OF ACCUMULATED DEPRECIATION [Roll Forward]
Balance at end of year	11,985,000
Retail Properties [Member] | Orange, CT [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	0
Initial Cost to Company [Abstract]
Land	2,320,000
Building & Improvements	10,564,000
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	0
Building & Improvements	1,441,000	[1]
Amount at which Carried at Close of Period [Abstract]
Land	2,320,000
Building & Improvements	12,005,000	[2]
TOTAL	14,325,000
Accumulated Depreciation	3,900,000
Date Constructed/Acquired	2003
Life on which depreciation for building and improvements in latest income statement is computed	39 years
RECONCILIATION OF REAL ESTATE OWNED SUBJECT TO OPERATING LEASES [Roll Forward]
Balance at end of year	14,325,000
RECONCILIATION OF ACCUMULATED DEPRECIATION [Roll Forward]
Balance at end of year	3,900,000
Retail Properties [Member] | Stamford, CT [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	46,584,000
Initial Cost to Company [Abstract]
Land	17,965,000
Building & Improvements	71,859,000
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	0
Building & Improvements	6,621,000	[1]
Amount at which Carried at Close of Period [Abstract]
Land	17,965,000
Building & Improvements	78,480,000	[2]
TOTAL	96,445,000
Accumulated Depreciation	25,954,000
Date Constructed/Acquired	2002
Life on which depreciation for building and improvements in latest income statement is computed	39 years
RECONCILIATION OF REAL ESTATE OWNED SUBJECT TO OPERATING LEASES [Roll Forward]
Balance at end of year	96,445,000
RECONCILIATION OF ACCUMULATED DEPRECIATION [Roll Forward]
Balance at end of year	25,954,000
Retail Properties [Member] | Danbury, CT [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	0
Initial Cost to Company [Abstract]
Land	2,459,000
Building & Improvements	4,566,000
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	0
Building & Improvements	697,000	[1]
Amount at which Carried at Close of Period [Abstract]
Land	2,459,000
Building & Improvements	5,263,000	[2]
TOTAL	7,722,000
Accumulated Depreciation	1,764,000
Date Constructed/Acquired	2002
Life on which depreciation for building and improvements in latest income statement is computed	39 years
RECONCILIATION OF REAL ESTATE OWNED SUBJECT TO OPERATING LEASES [Roll Forward]
Balance at end of year	7,722,000
RECONCILIATION OF ACCUMULATED DEPRECIATION [Roll Forward]
Balance at end of year	1,764,000
Retail Properties [Member] | Briarcliff, NY 2 [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	0
Initial Cost to Company [Abstract]
Land	2,222,000
Building & Improvements	5,185,000
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	1,234,000
Building & Improvements	7,096,000	[1]
Amount at which Carried at Close of Period [Abstract]
Land	3,456,000
Building & Improvements	12,281,000	[2]
TOTAL	15,737,000
Accumulated Depreciation	1,787,000
Date Constructed/Acquired	2001
Life on which depreciation for building and improvements in latest income statement is computed	40 years
RECONCILIATION OF REAL ESTATE OWNED SUBJECT TO OPERATING LEASES [Roll Forward]
Balance at end of year	15,737,000
RECONCILIATION OF ACCUMULATED DEPRECIATION [Roll Forward]
Balance at end of year	1,787,000
Retail Properties [Member] | Somers, NY 2 [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	0
Initial Cost to Company [Abstract]
Land	1,833,000
Building & Improvements	7,383,000
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	0
Building & Improvements	753,000	[1]
Amount at which Carried at Close of Period [Abstract]
Land	1,833,000
Building & Improvements	8,136,000	[2]
TOTAL	9,969,000
Accumulated Depreciation	3,777,000
Date Constructed/Acquired	1999
Life on which depreciation for building and improvements in latest income statement is computed	31 years 6 months
RECONCILIATION OF REAL ESTATE OWNED SUBJECT TO OPERATING LEASES [Roll Forward]
Balance at end of year	9,969,000
RECONCILIATION OF ACCUMULATED DEPRECIATION [Roll Forward]
Balance at end of year	3,777,000
Retail Properties [Member] | Briarcliff, NY 3 [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	0
Initial Cost to Company [Abstract]
Land	380,000
Building & Improvements	1,531,000
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	0
Building & Improvements	335,000	[1]
Amount at which Carried at Close of Period [Abstract]
Land	380,000
Building & Improvements	1,866,000	[2]
TOTAL	2,246,000
Accumulated Depreciation	791,000
Date Constructed/Acquired	1999
Life on which depreciation for building and improvements in latest income statement is computed	40 years
RECONCILIATION OF REAL ESTATE OWNED SUBJECT TO OPERATING LEASES [Roll Forward]
Balance at end of year	2,246,000
RECONCILIATION OF ACCUMULATED DEPRECIATION [Roll Forward]
Balance at end of year	791,000
Retail Properties [Member] | Briarcliff, NY 4 [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	16,128,000
Initial Cost to Company [Abstract]
Land	2,300,000
Building & Improvements	9,708,000
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	2,000
Building & Improvements	3,586,000	[1]
Amount at which Carried at Close of Period [Abstract]
Land	2,302,000
Building & Improvements	13,294,000	[2]
TOTAL	15,596,000
Accumulated Depreciation	5,422,000
Date Constructed/Acquired	1998
Life on which depreciation for building and improvements in latest income statement is computed	40 years
RECONCILIATION OF REAL ESTATE OWNED SUBJECT TO OPERATING LEASES [Roll Forward]
Balance at end of year	15,596,000
RECONCILIATION OF ACCUMULATED DEPRECIATION [Roll Forward]
Balance at end of year	5,422,000
Retail Properties [Member] | Ridgefield, CT [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	0
Initial Cost to Company [Abstract]
Land	900,000
Building & Improvements	3,793,000
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	0
Building & Improvements	1,706,000	[1]
Amount at which Carried at Close of Period [Abstract]
Land	900,000
Building & Improvements	5,499,000	[2]
TOTAL	6,399,000
Accumulated Depreciation	1,942,000
Date Constructed/Acquired	1998
Life on which depreciation for building and improvements in latest income statement is computed	40 years
RECONCILIATION OF REAL ESTATE OWNED SUBJECT TO OPERATING LEASES [Roll Forward]
Balance at end of year	6,399,000
RECONCILIATION OF ACCUMULATED DEPRECIATION [Roll Forward]
Balance at end of year	1,942,000
Retail Properties [Member] | Darien, CT [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	16,982,000
Initial Cost to Company [Abstract]
Land	4,260,000
Building & Improvements	17,192,000
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	0
Building & Improvements	756,000	[1]
Amount at which Carried at Close of Period [Abstract]
Land	4,260,000
Building & Improvements	17,948,000	[2]
TOTAL	22,208,000
Accumulated Depreciation	7,329,000
Date Constructed/Acquired	1998
Life on which depreciation for building and improvements in latest income statement is computed	40 years
RECONCILIATION OF REAL ESTATE OWNED SUBJECT TO OPERATING LEASES [Roll Forward]
Balance at end of year	22,208,000
RECONCILIATION OF ACCUMULATED DEPRECIATION [Roll Forward]
Balance at end of year	7,329,000
Retail Properties [Member] | Eastchester, NY [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	0
Initial Cost to Company [Abstract]
Land	1,500,000
Building & Improvements	6,128,000
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	0
Building & Improvements	2,506,000	[1]
Amount at which Carried at Close of Period [Abstract]
Land	1,500,000
Building & Improvements	8,634,000	[2]
TOTAL	10,134,000
Accumulated Depreciation	3,211,000
Date Constructed/Acquired	1997
Life on which depreciation for building and improvements in latest income statement is computed	31 years
RECONCILIATION OF REAL ESTATE OWNED SUBJECT TO OPERATING LEASES [Roll Forward]
Balance at end of year	10,134,000
RECONCILIATION OF ACCUMULATED DEPRECIATION [Roll Forward]
Balance at end of year	3,211,000
Retail Properties [Member] | Danbury, CT 2 [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	0
Initial Cost to Company [Abstract]
Land	3,850,000
Building & Improvements	15,811,000
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	0
Building & Improvements	4,109,000	[1]
Amount at which Carried at Close of Period [Abstract]
Land	3,850,000
Building & Improvements	19,920,000	[2]
TOTAL	23,770,000
Accumulated Depreciation	10,303,000
Date Constructed/Acquired	1995
Life on which depreciation for building and improvements in latest income statement is computed	31 years 6 months
RECONCILIATION OF REAL ESTATE OWNED SUBJECT TO OPERATING LEASES [Roll Forward]
Balance at end of year	23,770,000
RECONCILIATION OF ACCUMULATED DEPRECIATION [Roll Forward]
Balance at end of year	10,303,000
Retail Properties [Member] | Carmel, NY [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	0
Initial Cost to Company [Abstract]
Land	1,488,000
Building & Improvements	5,973,000
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	0
Building & Improvements	1,688,000	[1]
Amount at which Carried at Close of Period [Abstract]
Land	1,488,000
Building & Improvements	7,661,000	[2]
TOTAL	9,149,000
Accumulated Depreciation	4,124,000
Date Constructed/Acquired	1995
Life on which depreciation for building and improvements in latest income statement is computed	31 years 6 months
RECONCILIATION OF REAL ESTATE OWNED SUBJECT TO OPERATING LEASES [Roll Forward]
Balance at end of year	9,149,000
RECONCILIATION OF ACCUMULATED DEPRECIATION [Roll Forward]
Balance at end of year	4,124,000
Retail Properties [Member] | Meriden, CT [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	0
Initial Cost to Company [Abstract]
Land	5,000,000
Building & Improvements	20,309,000
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	0
Building & Improvements	11,464,000	[1]
Amount at which Carried at Close of Period [Abstract]
Land	5,000,000
Building & Improvements	31,773,000	[2]
TOTAL	36,773,000
Accumulated Depreciation	15,112,000
Date Constructed/Acquired	1993
Life on which depreciation for building and improvements in latest income statement is computed	31 years 6 months
RECONCILIATION OF REAL ESTATE OWNED SUBJECT TO OPERATING LEASES [Roll Forward]
Balance at end of year	36,773,000
RECONCILIATION OF ACCUMULATED DEPRECIATION [Roll Forward]
Balance at end of year	15,112,000
Retail Properties [Member] | Somers, NY 3 [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	0
Initial Cost to Company [Abstract]
Land	821,000
Building & Improvements	2,600,000
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	0
Building & Improvements	549,000	[1]
Amount at which Carried at Close of Period [Abstract]
Land	821,000
Building & Improvements	3,149,000	[2]
TOTAL	3,970,000
Accumulated Depreciation	1,469,000
Date Constructed/Acquired	1992
Life on which depreciation for building and improvements in latest income statement is computed	31 years 6 months
RECONCILIATION OF REAL ESTATE OWNED SUBJECT TO OPERATING LEASES [Roll Forward]
Balance at end of year	3,970,000
RECONCILIATION OF ACCUMULATED DEPRECIATION [Roll Forward]
Balance at end of year	1,469,000
Retail Properties [Member] | Wayne, NJ [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	399,000
Initial Cost to Company [Abstract]
Land	2,492,000
Building & Improvements	9,966,000
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	0
Building & Improvements	1,307,000	[1]
Amount at which Carried at Close of Period [Abstract]
Land	2,492,000
Building & Improvements	11,273,000	[2]
TOTAL	13,765,000
Accumulated Depreciation	5,913,000
Date Constructed/Acquired	1992
Life on which depreciation for building and improvements in latest income statement is computed	31 years
RECONCILIATION OF REAL ESTATE OWNED SUBJECT TO OPERATING LEASES [Roll Forward]
Balance at end of year	13,765,000
RECONCILIATION OF ACCUMULATED DEPRECIATION [Roll Forward]
Balance at end of year	5,913,000
Retail Properties [Member] | Newington, NH [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	0
Initial Cost to Company [Abstract]
Land	728,000
Building & Improvements	1,997,000
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	0
Building & Improvements	1,754,000	[1]
Amount at which Carried at Close of Period [Abstract]
Land	728,000
Building & Improvements	3,751,000	[2]
TOTAL	4,479,000
Accumulated Depreciation	2,617,000
Date Constructed/Acquired	1979
Life on which depreciation for building and improvements in latest income statement is computed	40 years
RECONCILIATION OF REAL ESTATE OWNED SUBJECT TO OPERATING LEASES [Roll Forward]
Balance at end of year	4,479,000
RECONCILIATION OF ACCUMULATED DEPRECIATION [Roll Forward]
Balance at end of year	2,617,000
Retail Properties [Member] | Katonah, NY [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	0
Initial Cost to Company [Abstract]
Land	1,704,000
Building & Improvements	6,816,000
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	0
Building & Improvements	100,000	[1]
Amount at which Carried at Close of Period [Abstract]
Land	1,704,000
Building & Improvements	6,916,000	[2]
TOTAL	8,620,000
Accumulated Depreciation	820,000
Date Constructed/Acquired	2010
Life on which depreciation for building and improvements in latest income statement is computed	39 years
RECONCILIATION OF REAL ESTATE OWNED SUBJECT TO OPERATING LEASES [Roll Forward]
Balance at end of year	8,620,000
RECONCILIATION OF ACCUMULATED DEPRECIATION [Roll Forward]
Balance at end of year	820,000
Retail Properties [Member] | Eastchester, NY 2 [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	0
Initial Cost to Company [Abstract]
Land	1,800,000
Building & Improvements	7,200,000
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	78,000
Building & Improvements	477,000	[1]
Amount at which Carried at Close of Period [Abstract]
Land	1,878,000
Building & Improvements	7,677,000	[2]
TOTAL	9,555,000
Accumulated Depreciation	563,000
Date Constructed/Acquired	2012
Life on which depreciation for building and improvements in latest income statement is computed	39 years
RECONCILIATION OF REAL ESTATE OWNED SUBJECT TO OPERATING LEASES [Roll Forward]
Balance at end of year	9,555,000
RECONCILIATION OF ACCUMULATED DEPRECIATION [Roll Forward]
Balance at end of year	563,000
Retail Properties [Member] | Fairfield Centre, CT [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	0
Initial Cost to Company [Abstract]
Land	3,393,000
Building & Improvements	13,574,000
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	153,000
Building & Improvements	612,000	[1]
Amount at which Carried at Close of Period [Abstract]
Land	3,546,000
Building & Improvements	14,186,000	[2]
TOTAL	17,732,000
Accumulated Depreciation	1,080,000
Date Constructed/Acquired	2011
Life on which depreciation for building and improvements in latest income statement is computed	39 years
RECONCILIATION OF REAL ESTATE OWNED SUBJECT TO OPERATING LEASES [Roll Forward]
Balance at end of year	17,732,000
RECONCILIATION OF ACCUMULATED DEPRECIATION [Roll Forward]
Balance at end of year	1,080,000
Retail Properties [Member] | Orangeburg NY [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	6,769,000
Initial Cost to Company [Abstract]
Land	3,200,000
Building & Improvements	12,800,000
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	30,000
Building & Improvements	2,188,000	[1]
Amount at which Carried at Close of Period [Abstract]
Land	3,230,000
Building & Improvements	14,988,000	[2]
TOTAL	18,218,000
Accumulated Depreciation	901,000
Date Constructed/Acquired	2012
Life on which depreciation for building and improvements in latest income statement is computed	39 years
RECONCILIATION OF REAL ESTATE OWNED SUBJECT TO OPERATING LEASES [Roll Forward]
Balance at end of year	18,218,000
RECONCILIATION OF ACCUMULATED DEPRECIATION [Roll Forward]
Balance at end of year	901,000
Retail Properties [Member] | New Providence Property [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	20,546,000
Initial Cost to Company [Abstract]
Land	6,970,000
Building & Improvements	27,880,000
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	463,000
Building & Improvements	2,402,000
Amount at which Carried at Close of Period [Abstract]
Land	7,433,000
Building & Improvements	30,282,000
TOTAL	37,715,000
Accumulated Depreciation	1,193,000
Date Constructed/Acquired	2013
Life on which depreciation for building and improvements in latest income statement is computed	39 years
RECONCILIATION OF REAL ESTATE OWNED SUBJECT TO OPERATING LEASES [Roll Forward]
Balance at end of year	37,715,000
RECONCILIATION OF ACCUMULATED DEPRECIATION [Roll Forward]
Balance at end of year	1,193,000
Retail Properties [Member] | Various [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	0
Initial Cost to Company [Abstract]
Land	1,555,000
Building & Improvements	1,122,000
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	80,000
Building & Improvements	5,414,000
Amount at which Carried at Close of Period [Abstract]
Land	1,635,000
Building & Improvements	6,536,000
TOTAL	8,171,000
Accumulated Depreciation	282,000
Date Constructed/Acquired	2013
Life on which depreciation for building and improvements in latest income statement is computed	39 years
RECONCILIATION OF REAL ESTATE OWNED SUBJECT TO OPERATING LEASES [Roll Forward]
Balance at end of year	8,171,000
RECONCILIATION OF ACCUMULATED DEPRECIATION [Roll Forward]
Balance at end of year	282,000
Office Buildings [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	0
Initial Cost to Company [Abstract]
Land	3,366,000
Building & Improvements	11,538,000
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	(58,000)
Building & Improvements	1,822,000
Amount at which Carried at Close of Period [Abstract]
Land	3,308,000
Building & Improvements	13,359,000
TOTAL	16,667,000
Accumulated Depreciation	3,399,000
RECONCILIATION OF REAL ESTATE OWNED SUBJECT TO OPERATING LEASES [Roll Forward]
Balance at end of year	16,667,000
RECONCILIATION OF ACCUMULATED DEPRECIATION [Roll Forward]
Balance at end of year	3,399,000
Office Buildings [Member] | Greenwich, CT 1 [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	0
Initial Cost to Company [Abstract]
Land	708,000
Building & Improvements	1,641,000
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	0
Building & Improvements	266,000	[1]
Amount at which Carried at Close of Period [Abstract]
Land	708,000
Building & Improvements	1,907,000	[2]
TOTAL	2,615,000
Accumulated Depreciation	602,000
Date Constructed/Acquired	2001
Life on which depreciation for building and improvements in latest income statement is computed	31 years 6 months
RECONCILIATION OF REAL ESTATE OWNED SUBJECT TO OPERATING LEASES [Roll Forward]
Balance at end of year	2,615,000
RECONCILIATION OF ACCUMULATED DEPRECIATION [Roll Forward]
Balance at end of year	602,000
Office Buildings [Member] | Greenwich, CT 2 [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	0
Initial Cost to Company [Abstract]
Land	488,000
Building & Improvements	1,139,000
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	0
Building & Improvements	330,000	[1]
Amount at which Carried at Close of Period [Abstract]
Land	488,000
Building & Improvements	1,469,000	[2]
TOTAL	1,957,000
Accumulated Depreciation	484,000
Date Constructed/Acquired	2000
Life on which depreciation for building and improvements in latest income statement is computed	31 years 6 months
RECONCILIATION OF REAL ESTATE OWNED SUBJECT TO OPERATING LEASES [Roll Forward]
Balance at end of year	1,957,000
RECONCILIATION OF ACCUMULATED DEPRECIATION [Roll Forward]
Balance at end of year	484,000
Office Buildings [Member] | Greenwich, CT 3 [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	0
Initial Cost to Company [Abstract]
Land	570,000
Building & Improvements	2,359,000
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	0
Building & Improvements	692,000	[1]
Amount at which Carried at Close of Period [Abstract]
Land	570,000
Building & Improvements	3,051,000	[2]
TOTAL	3,621,000
Accumulated Depreciation	1,234,000
Date Constructed/Acquired	1998
Life on which depreciation for building and improvements in latest income statement is computed	31 years 6 months
RECONCILIATION OF REAL ESTATE OWNED SUBJECT TO OPERATING LEASES [Roll Forward]
Balance at end of year	3,621,000
RECONCILIATION OF ACCUMULATED DEPRECIATION [Roll Forward]
Balance at end of year	1,234,000
Office Buildings [Member] | Greenwich, CT 4 [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	0
Initial Cost to Company [Abstract]
Land	199,000
Building & Improvements	795,000
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	0
Building & Improvements	712,000	[1]
Amount at which Carried at Close of Period [Abstract]
Land	199,000
Building & Improvements	1,507,000	[2]
TOTAL	1,706,000
Accumulated Depreciation	500,000
Date Constructed/Acquired	1993
Life on which depreciation for building and improvements in latest income statement is computed	31 years 6 months
RECONCILIATION OF REAL ESTATE OWNED SUBJECT TO OPERATING LEASES [Roll Forward]
Balance at end of year	1,706,000
RECONCILIATION OF ACCUMULATED DEPRECIATION [Roll Forward]
Balance at end of year	500,000
Office Buildings [Member] | Greenwich, CT 5 [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	0
Initial Cost to Company [Abstract]
Land	111,000
Building & Improvements	444,000
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	0
Building & Improvements	5,000	[1]
Amount at which Carried at Close of Period [Abstract]
Land	111,000
Building & Improvements	449,000	[2]
TOTAL	560,000
Accumulated Depreciation	334,000
Date Constructed/Acquired	1994
Life on which depreciation for building and improvements in latest income statement is computed	31 years 6 months
RECONCILIATION OF REAL ESTATE OWNED SUBJECT TO OPERATING LEASES [Roll Forward]
Balance at end of year	560,000
RECONCILIATION OF ACCUMULATED DEPRECIATION [Roll Forward]
Balance at end of year	334,000
Office Buildings [Member] | Chester, NJ [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	0
Initial Cost to Company [Abstract]
Land	570,000
Building & Improvements	2,280,000
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	(34,000)
Building & Improvements	(137,000)
Amount at which Carried at Close of Period [Abstract]
Land	536,000
Building & Improvements	2,143,000
TOTAL	2,679,000
Accumulated Depreciation	104,000
Date Constructed/Acquired	2012
Life on which depreciation for building and improvements in latest income statement is computed	39 years
RECONCILIATION OF REAL ESTATE OWNED SUBJECT TO OPERATING LEASES [Roll Forward]
Balance at end of year	2,679,000
RECONCILIATION OF ACCUMULATED DEPRECIATION [Roll Forward]
Balance at end of year	104,000
Office Buildings [Member] | Bernardsville, NJ [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	0
Initial Cost to Company [Abstract]
Land	720,000
Building & Improvements	2,880,000
Cost Capitalized Subsequent to Acquisition [Abstract]
Land	(24,000)
Building & Improvements	(46,000)
Amount at which Carried at Close of Period [Abstract]
Land	696,000
TOTAL	3,529,000
Accumulated Depreciation	141,000
Date Constructed/Acquired	2012
Life on which depreciation for building and improvements in latest income statement is computed	39 years
RECONCILIATION OF REAL ESTATE OWNED SUBJECT TO OPERATING LEASES [Roll Forward]
Balance at end of year	3,529,000
RECONCILIATION OF ACCUMULATED DEPRECIATION [Roll Forward]
Balance at end of year	$ 141,000

[1] RECONCILIATION OF REAL ESTATE - OWNED SUBJECT TO OPERATING LEASES Balance at beginning of year $ 631,167 $ 601,222 $ 565,72 Property improvements during the year 5,782 7,452 3,517 Properties acquired during the year 26,306 28,702 33,243 Properties sold during the year (533) --- --- Property assets fully depreciated and written off (2,347) (6,209) (1,210) Balance at end of year $ 660,,75 $ 631,167 $ 601,222

[2] Tenant improvement costs are depreciated over the life of the related leases, which range from 5 to 20 years.

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STOCKHOLDERS' EQUITY (Details) (USD $)	12 Months Ended
	Oct. 31, 2014	Oct. 31, 2013	Oct. 31, 2012
Class of Stock [Line Items]
Total shares authorized (in shares)	200,000,000	200,000,000
Common stock, shares authorized (in shares)	30,000,000	30,000,000
Excess stock, shares authorized (in shares)	20,000,000	20,000,000
Repayments of Lines of Credit	$ 58,750,000	$ 40,700,000	$ 88,250,000
Proceeds from issuance of common stock	248,000	244,000	47,799,000
Common stock to Class A common stock dividend rate (in hundredths)	110.00%	110.00%
Excess stock issuance threshold ownership percentage (in hundredths)	7.50%	7.50%
Proceeds from Issuance of Preferred Stock and Preference Stock	67,795,000	0	125,281,000
Common Stock [Member]
Class of Stock [Line Items]
Common stock, shares authorized (in shares)	30,000,000	30,000,000
Voting rights per share (in hundredths)	100.00%	100.00%
Shares issued under the dividend reinvestment plan (in shares)	6,347	5,797
Common Stock available for issuance (in shares)	357,953	364,300
Class A Common Stock [Member]
Class of Stock [Line Items]
Common stock, shares authorized (in shares)	100,000,000	100,000,000
Shares issued (in shares)			2,500,000
Share Price			$ 19.16
Proceeds from issuance of common stock			47,500,000
Voting rights per share (in hundredths)	5.00%	5.00%
Shares issued under the dividend reinvestment plan (in shares)	6,811	6,724	7,950
Common Stock available for issuance (in shares)	416,273	423,084
Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized (in shares)	50,000,000	50,000,000
Series D Senior Cumulative Preferred Stock [Member]
Class of Stock [Line Items]
Redemption price (in dollars per share)	$ 25
Preferred Stock, Dividend Rate, Percentage	7.50%	7.50%	7.50%
Payments of Stock Issuance Costs	1,870,000
Series F Cumulative Preferred Stock [Member]
Class of Stock [Line Items]
Redemption price (in dollars per share)	$ 25		$ 25
Shares issued (in shares)			5,175,000
Preferred Stock, Dividend Rate, Percentage	7.125%	7.125%	7.125%
Dividend rate (in dollars per share)			$ 1.78125
Number of directors redeemable preferred stockholders are entitled to elect	2
Class A Common shares or Common shares [Member]
Class of Stock [Line Items]
Common stock, shares authorized (in shares)		100,000,000
Series A Participating Preferred Stock [Member]
Class of Stock [Line Items]
Preferred shares purchaseable per right (in shares)	0.01
Exercise price per right (in dollars per right)	$ 65
Distribution holding period	10 years
Minimum percentage of combined voting power of Common Shares to trigger rights distribution (in hundredths)	10.00%
Minimum percentage of ownership offer to trigger rights distribution	30.00%
Value of common shares as a multiple of the exercise price of the right	200.00%
Minimum percentage of assets sold or transferred to trigger stock purchase rights	50.00%
Series G Preferred Stock [Member]
Class of Stock [Line Items]
Redemption price (in dollars per share)	$ 25
Shares issued (in shares)	2,800,000
Over-allotment stock Issued During Period Shares New Issues	200,000
Share Price	$ 25.00
Preferred Stock, Dividend Rate, Percentage	6.75%
Dividend rate (in dollars per share)	$ 1.6875
Number of directors redeemable preferred stockholders are entitled to elect	2
Proceeds from Issuance of Preferred Stock and Preference Stock	67,800,000
Proceeds From Issuance Of Preferred Stock And Preference Stock-Over-allotment option	4,800,000
8.5% Series C Senior Cumulative Preferred Stock [Member]
Class of Stock [Line Items]
Payments of Stock Issuance Costs		892,000	1,300,000
Series E Senior Cumulative Preferred Stock [Member]
Class of Stock [Line Items]
Payments of Stock Issuance Costs		$ 3,300,000

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Oct. 31, 2014	Oct. 31, 2013	Oct. 31, 2012
STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) [Abstract]
Net Income	$ 65,758	$ 30,413	$ 28,760
Other comprehensive income:
Change in unrealized gain/(losses) in marketable equity securities	29	1,403	64
Change in unrealized loss on interest rate swaps	(18)	136	73
Unrealized (gains) in marketable securities reclassified into income	(10)	(1,460)	0
Total comprehensive income	65,759	30,492	28,897
Comprehensive income attributable to noncontrolling interests	(607)	(618)	(500)
Total Comprehensive income attributable to Urstadt Biddle Properties Inc.	65,152	29,874	28,397
Preferred stock dividends	(13,812)	(14,949)	(13,267)
Redemption of Preferred Stock	(1,870)	(4,233)	(2,027)
Total comprehensive income (loss) applicable to Common and Class A Common Stockholders	$ 49,470	$ 10,692	$ 13,103

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REAL ESTATE INVESTMENTS

12 Months Ended

Oct. 31, 2014

Real Estate Investments:

REAL ESTATE INVESTMENTS

(2) REAL ESTATE INVESTMENTS

The Company's investments in real estate, net of depreciation, were composed of the following at October 31, 2014 and 2013 (in thousands):

	Core Properties		Unconsolidated Joint Venture		2014 Totals		2013 Totals
Retail	$	655,848	$	39,213	$	695,061	$	594,267
Office		13,269		-		13,269		13,521
Industrial		-		-		-		531
	$	669,117	$	39,213	$	708,330	$	608,319

The Company's investments at October 31, 2014 consisted of equity interests in 70 properties, which are located in various regions throughout the northeastern part of the United States with a concentration in the metropolitan New York tri-state area outside of the City of New York. The Company's primary investment focus is neighborhood and community shopping centers located in the region just described. These properties are considered core properties of the Company. The Company sold its two distribution service facilities in fiscal 2014 which were considered non-core properties.  Since a significant concentration of the Company's properties are in the northeast, market changes in this region could have an effect on the Company's leasing efforts and ultimately its overall results of operations. The following is a summary of the geographic locations of the Company's investments at October 31, 2014 and 2013 (in thousands):

	2014		2013
Northeast	$	708,330	$	607,788
Midwest		-		288
Southwest		-		243
	$	708,330	$	608,319

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CORE PROPERTIES (Tables)

12 Months Ended

Oct. 31, 2014

CORE PROPERTIES [Abstract]

Components of core properties

The components of the core properties consolidated in the financial statements are as follows (in thousands):

	2014		2013
Land	$	153,346	$	134,466
Buildings and improvements		676,958		597,098
		830,304		731,564
Accumulated depreciation		(161,187)		(155,208)
	$	669,117	$	576,356

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MORTGAGE NOTES PAYABLE, BANK LINES OF CREDIT AND OTHER LOANS (Details) (USD $)	12 Months Ended
	Oct. 31, 2014	Oct. 31, 2013	Oct. 31, 2012
Debt Instrument [Line Items]
Minimum effective interest rate (in hundredths)	2.80%
Maximum effective interest rate (in hundredths)	11.30%
Real estate investments held as collateral	$ 333,000,000
Principal Repayments [Abstract]
2014	7,253,000
2015	14,684,000
2016	49,524,000
2017	0
2018	26,879,000
Thereafter	78,565,000
Total principal repayments	176,905,000
Scheduled Amortization [Abstract]
2014	4,591,000
2015	4,597,000
2016	4,253,000
2017	3,178,000
2018	2,840,000
Thereafter	8,783,000
Total scheduled amortization	28,242,000
Total [Abstract]
2014	11,844,000
2015	19,281,000
2016	53,777,000
2017	3,178,000
2018	29,719,000
Thereafter	87,348,000
Total principal and scheduled amortization of debt	205,147,000	166,246,000
Interest paid	10,300,000	8,500,000	8,600,000
Real estate pledged as collateral at fair value	333,000,000
BNY, Wells Fargo, Bank of Montreal and Regions Bank [Member] | Unsecured Revolving Credit Agreement [Member]
Line of Credit Facility [Line Items]
Maximum borrowing capacity	80,000,000
Option, maximum borrowing capacity	125,000,000
Maturity date	Sep. 21, 2016
Number of syndicated banks	4
Optional extension period of credit facility	1 year
Covenant terms	The Company's ability to borrow under the Facility is subject to its compliance with the covenants and other restrictions on an ongoing basis. The principal financial covenants limit the Company's level of secured and unsecured indebtedness and additionally require the Company to maintain certain debt coverage ratios.
Covenant compliance	The Company was in compliance with such covenants at October 31, 2014.
Minimum commitment fee (in hundredths)	0.25%
Maximum commitment fee (in hundredths)	0.35%
Extension period	1
Borrowing on unsecured revolving credit facility used to finance investment	65,100,000
Repayments of borrowings on facility	58,800,000
BNY, Wells Fargo, Bank of Montreal and Regions Bank [Member] | Unsecured Revolving Credit Agreement [Member] | Eurodollar Rate Basis [Member]
Line of Credit Facility [Line Items]
Minimum basis spread on variable interest rate (in hundredths)	1.50%
Maximum basis spread on variable interest rate (in hundredths)	2.00%
BNY, Wells Fargo, Bank of Montreal and Regions Bank [Member] | Unsecured Revolving Credit Agreement [Member] | Prime Rate Basis [Member]
Line of Credit Facility [Line Items]
Basis spread on variable rate (in hundredths)	0.50%
BNY, Wells Fargo, Bank of Montreal and Regions Bank [Member] | Letter of Credit [Member]
Line of Credit Facility [Line Items]
Maximum borrowing capacity	10,000,000
The Bank of New York Mellon [Member] | Unsecured Term Loan [Member]
Line of Credit Facility [Line Items]
Mortgage Loans on Real Estate, Carrying Amount of Mortgages	25,000,000
Minimum basis spread on variable interest rate (in hundredths)	1.40%
Maximum basis spread on variable interest rate (in hundredths)	1.90%
Interest rate description	Eurodollar rate plus 1.4% to 1.9%
Extension period	6 months
BNY and Wells Fargo Member [Member] | Unsecured Revolving Credit Agreement [Member]
Line of Credit Facility [Line Items]
Borrowing on unsecured revolving credit facility used to finance investment		38,400,000
Repayments of borrowings on facility		40,700,000
Ferry Plaza Shopping Center [Member]
Total [Abstract]
Cost of installation of solar power system			1,700,000
Retail Properties [Member]
Total [Abstract]
Stated interest rate (in hundredths)	4.20%
Loans Payable [Member] | Ferry Plaza Shopping Center [Member]
Total [Abstract]
Maturity date			Aug. 31, 2027
Proceeds from related party debt			1,100,000
Stated interest rate (in hundredths)	11.30%
First Mortgage [Member] | Greenwich Properties [Member]
Total [Abstract]
Maturity date		Nov. 30, 2024
Stated interest rate (in hundredths)		4.07%
First mortgage secured by property		24,500,000
First Mortgage [Member] | New Providence Property [Member]
Total [Abstract]
Maturity date	Jan. 31, 2022
Stated interest rate (in hundredths)		4.00%
First mortgage secured by property		21,300,000
First Mortgage [Member] | Veteran's Plaza Property [Member]
Total [Abstract]
Debt repaid at maturitiy	3,200,000
First Mortgage [Member] | New Milford [Member]
Total [Abstract]
Maturity date			Oct. 31, 2012
Debt repaid at maturitiy			8,300,000
First Mortgage [Member] | Eastchester, NY 2 [Member]
Total [Abstract]
Maturity date			Apr. 30, 2012
First mortgage secured by property		3,600,000
First Mortgage [Member] | Orangeburg NY [Member]
Debt Instrument [Line Items]
Effective interest rate (in hundredths)		2.04%
Total [Abstract]
Maturity date			Oct. 31, 2017
Stated interest rate (in hundredths)		6.19%
Period of extended loan			5 years
Adjusted fixed rate (in hundredths)		2.78%
First mortgage secured by property		7,400,000
First Mortgage [Member] | Post Road Properties [Member]
Total [Abstract]
Maturity date		Aug. 31, 2016
Stated interest rate (in hundredths)		4.00%
First mortgage secured by property		8,300,000
First Mortgage [Member] | Retail Properties [Member]
Total [Abstract]
Maturity date	Jan. 31, 2027
Stated interest rate (in hundredths)	3.85%
First mortgage secured by property	62,700,000
Monthly Mortgage Payment	294,000
Good Faith and Margin Deposits with Broker-Dealers	628,000
First Mortgage [Member] | Boonton [Member]
Total [Abstract]
Maturity date	Sep. 30, 2022
Debt assumed on acquisition	7,800,000
First Mortgage [Member] | Bloomfield [Member]
Total [Abstract]
Maturity date	Aug. 31, 2016
Debt assumed on acquisition	7,700,000
Stated interest rate (in hundredths)	5.50%
First Mortgage [Member] | McLean Plaza Associates [Member]
Total [Abstract]
Maturity date	Dec. 31, 2014
Debt assumed on acquisition	2,800,000
Unsecured Term Loan [Member]
Total [Abstract]
Loan Term	6 months
Refinanced First Mortgage [Member] | Arcadian [Member]
Total [Abstract]
Maturity date	Aug. 31, 2024
Stated interest rate (in hundredths)	3.995%
First mortgage secured by property	16,200,000
Refinanced First Mortgage [Member] | McLean Plaza Associates [Member]
Total [Abstract]
Maturity date	Nov. 30, 2024
Stated interest rate (in hundredths)	3.70%
First mortgage secured by property	5,000,000
Dock Mortgage [Member]
Total [Abstract]
Adjusted fixed rate (in hundredths)		4.85%
First mortgage secured by property		$ 28,000,000
Loan Term			10 years
Mortgage Amortization Period (in years)			30

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QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

12 Months Ended

Oct. 31, 2014

QUARTERLY RESULTS OF OPERATIONS [Abstract]

QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

	Year Ended October 31, 2014												Year Ended October 31, 2013
	Quarter Ended												Quarter Ended
	Jan 31			Apr 30			July 31			Oct 31			Jan 31			Apr 30			July 31			Oct 31
Revenues	$	25,195		$	25,952		$	24,955		$	26,226		$	23,737		$	22,834		$	23,613		$	24,061
Income from continuing operations	$	6,621		$	6,482		$	7,494		$	32,494		$	6,814		$	7,173		$	7,840		$	7,278
Net Income Attributable to Urstadt Biddle Properties Inc.	$	6,465		$	6,334		$	7,343		$	32,342		$	7,014		$	7,421		$	7,915		$	7,445
Preferred Stock Dividends		(3,453	)		(3,453	)		(3,453	)		(3,453	)		(3,961	)		(3,929	)		(3,606	)		(3,453	)
Redemption of Preferred Stock		-			-			-			(1,870	)		(3,759	)		(406	)		(68	)		-
Net Income Applicable to Common and Class A Common Stockholders	$	3,012		$	2,881		$	3,890		$	27,019		$	(706	)	$	3,086		$	4,241		$	3,992
Per Share Data:
Net income from continuing operations - Basic:
Class A Common Stock	$	0.10		$	0.10		$	0.13		$	0.90		$	(0.04	)	$	0.09		$	0.13		$	0.12
Common Stock	$	0.09		$	0.09		$	0.11		$	0.80		$	(0.03	)	$	0.08		$	0.12		$	0.11
Net income from continuing operations - Diluted:
Class A Common Stock	$	0.10		$	0.09		$	0.12		$	0.87		$	(0.04	)	$	0.09		$	0.13		$	0.12
Common Stock	$	0.09		$	0.08		$	0.11		$	0.77		$	(0.03	)	$	0.08		$	0.11		$	0.11

Amounts may not equal previously reported results due to reclassification between income from continuing operations and income from discontinued operations.

Amounts may not equal full year results due to rounding.