Vornado Realty Trust Sample Contracts

Vornado Realty Trust – TERM LOAN AGREEMENT dated as of October 30, 2015 among VORNADO REALTY L.P., as Borrower, THE BANKS SIGNATORY HERETO, each as a Bank, JPMORGAN CHASE BANK, N.A., as Administrative Agent, BANK OF AMERICA, N.A., as Syndication Agent, WELLS FARGO BANK, N.A., SOCIETE GENERALE, PNC BANK, NATIONAL ASSOCIATION and U.S. BANK NATIONAL ASSOCIATION, as Documentation Agents, J.P. MORGAN SECURITIES LLC and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, Lead Arrangers and Bookrunners WELLS FARGO SECURITIES, LLC, SOCIETE GENERALE, U.S. BANK NATIONAL ASSOCIATION and PNC CAPITAL MARKETS LLC, Joint Lead Arra (February 16th, 2016)

TERM LOAN AGREEMENT (this “Agreement”) dated as of October 30, 2015 among VORNADO REALTY L.P., a limited partnership organized and existing under the laws of the State of Delaware (“Borrower”), JPMORGAN CHASE BANK, N.A., as agent for the Banks (in such capacity, together with its successors in such capacity, “Administrative Agent”), BANK OF AMERICA, N.A., as Syndication Agent, THE FINANCIAL INSTITUTIONS LISTED ON THE COVER PAGE as Documentation Agents, and JPMORGAN CHASE BANK, N.A., in its individual capacity and not as Administrative Agent, and the other lenders signatory hereto (said lenders signatory hereto and the lenders who from time to time become Banks pursuant to Section 3.07 or 12.05, each a “Bank” and collectively, the “Banks”).

Vornado Realty Trust – INDEX TO FINANCIAL STATEMENTS (May 20th, 2015)

We have audited the accompanying consolidated balance sheets of Vornado Realty Trust (the “Company”) as of December 31, 2014 and 2013, and the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for each of the three years in the period ended December 31, 2014. Our audits also included the financial statement schedules listed in the Index at Item 15 (not presented herein). These financial statements and financial statement schedules are the responsibility of the Company’s management. Our responsibility is to express an opinion on the financial statements and financial statement schedules based on our audits.

Vornado Realty Trust – Page Number Overview 2 Overview - Leasing activity 7 Critical Accounting Policies 12 Net Income and EBITDA by Segment for the Years Ended December 31, 2014, 2013 and 2012 15 Results of Operations: Year Ended December 31, 2014 Compared to December 31, 2013 20 Year Ended December 31, 2013 Compared to December 31, 2012 27 Supplemental Information: Net Income and EBITDA by Segment for the Three Months Ended December 31, 2014 and 2013 35 Three Months Ended December 31, 2014 Compared to December 31, 2013 40 Three Months Ended December 31, 2014 Compared to September 30, 2014 42 Related Party Transact (May 20th, 2015)

Vornado Realty Trust (“Vornado”) is a fully‑integrated real estate investment trust (“REIT”) and conducts its business through, and substantially all of its interests in properties are held by, Vornado Realty L.P., a Delaware limited partnership (the “Operating Partnership”).  Accordingly, Vornado’s cash flow and ability to pay dividends to its shareholders is dependent upon the cash flow of the Operating Partnership and the ability of its direct and indirect subsidiaries to first satisfy their obligations to creditors.  Vornado is the sole general partner of, and owned approximately 94.1% of the common limited partnership interest in the Operating Partnership at December 31, 2014.  All references to “we,” “us,” “our,” the “Company” and “Vornado” refer to Vornado Realty Trust and its consolidated subsidiaries, including the Operating Partnership.

Vornado Realty Trust – VORNADO REALTY TRUST UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION (January 21st, 2015)

On January 15, 2015, Vornado Realty Trust (“Vornado”) completed the spin-off of Urban Edge Properties (“UE”), which owns the shopping center business previously owned and operated by Vornado, through a tax-free distribution to its shareholders (the “Distribution”). Vornado common shareholders and Vornado Realty L.P. (“VRLP”) common limited partners at the close of business on January 7, 2015 (the “Record Date”) received on January 15, 2015, a distribution of one UE common share for every two Vornado common shares or VRLP common limited partnership units held as of the Record Date. Fractional shares of UE were not distributed, and instead Vornado common shareholders and VRLP common limited partners will receive cash in lieu of any fractional shares they would otherwise have been entitled to receive in the Distribution. Subsequent to the Distribution, Vornado will no longer consolidate the financial results of UE for the purpose of its own financial reporting. After the date of the Distr

Vornado Realty Trust – AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT dated as of September 30, 2014 among VORNADO REALTY L.P., as Borrower, THE BANKS SIGNATORY HERETO, each as a Bank, JPMORGAN CHASE BANK, N.A., as Administrative Agent, BANK OF AMERICA, N.A., as Syndication Agent, and BARCLAYS BANK PLC, CITIBANK, N.A., DEUTSCHE BANK SECURITIES, INC., GOLDMAN SACHS BANK USA, MIZUHO BANK, LTD., MORGAN STANLEY BANK, N.A., THE ROYAL BANK OF SCOTLAND PLC, UBS SECURITIES LLC, U.S. BANK NATIONAL ASSOCIATION and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Documentation Agents J.P. MORGAN SECURITIES LLC and MERRILL LYNCH, PI (November 3rd, 2014)

AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this “Agreement”) dated as of September 30, 2014 among VORNADO REALTY L.P., a limited partnership organized and existing under the laws of the State of Delaware (“Borrower”), JPMORGAN CHASE BANK, N.A., as agent for the Banks (in such capacity, together with its successors in such capacity, “Administrative Agent”), BANK OF AMERICA, N.A., as Syndication Agent, THE FINANCIAL INSTITUTIONS LISTED ON THE COVER PAGE as Documentation Agents, and JPMORGAN CHASE BANK, N.A., in its individual capacity and not as Administrative Agent, and the other lenders signatory hereto (said lenders signatory hereto and the lenders who from time to time become Banks pursuant to Section 3.07 or 12.05 and, if applicable, any of the foregoing lenders’ Designated Lenders, each a “Bank” and collectively, the “Banks”).

Vornado Realty Trust – EMPLOYMENT AGREEMENT (May 5th, 2014)

Employment Agreement (the “Agreement”), dated as of January 10, 2014 (the “Effective Date”), by and between Vornado Realty Trust, a Maryland real estate investment trust, with its principal offices at 888 Seventh Avenue, New York, New York 10106 (the “Company”) and Michael J. Franco (“Executive”).

Vornado Realty Trust – VORNADO REALTY TRUST 2014 OUTPERFORMANCE PLAN AWARD AGREEMENT (May 5th, 2014)

2014 OUTPERFORMANCE PLAN AWARD AGREEMENT made as of the date set forth on Schedule A hereto between VORNADO REALTY TRUST, a Maryland real estate investment trust (the “Company”), its subsidiary VORNADO REALTY L.P., a Delaware limited partnership and the entity through which the Company conducts substantially all of its operations (the “Partnership”), and the party listed on Schedule A (the “Grantee”).

Vornado Realty Trust – EMPLOYMENT AGREEMENT (August 5th, 2013)

Employment Agreement (the “Agreement”), dated as of June 1, 2013, by and between Vornado Realty Trust, a Maryland real estate investment trust, with its principal offices at 888 Seventh Avenue, New York, New York 10106 and Stephen Theriot (“Executive”).

Vornado Realty Trust – AMENDMENT NO. 1 TO REVOLVING CREDIT AGREEMENT (May 6th, 2013)

This AMENDMENT NO. 1 TO REVOLVING CREDIT AGREEMENT, dated as of March 28, 2013 (this “Amendment No. 1”), is by and among VORNADO REALTY L.P., a limited partnership organized and existing under the laws of the State of Delaware (“Borrower”), JPMORGAN CHASE BANK, N.A., as agent for the Banks defined below (in such capacity, together with its successors in such capacity, “Administrative Agent”), JPMORGAN CHASE BANK, N.A., in its individual capacity and not as Administrative Agent, and the other lenders signatory hereto (said lenders signatory hereto, each a “Bank” and collectively, the “Banks”).  Reference is made to that certain Revolving Credit Agreement, dated as of November 7, 2011, by and among the Borrower, the Banks referenced therein and the Administrative Agent (such agreement, the “Credit Agreement”).  Capitalized terms used herein without definition shall have the same meanings as set forth in the Credit Agreement, as amended hereby.

Vornado Realty Trust – AMENDMENT NO. 1 TO REVOLVING CREDIT AGREEMENT dated as of March 28, 2013 among VORNADO REALTY L.P., as Borrower, THE BANKS SIGNATORY HERETO, each as a Bank, JPMORGAN CHASE BANK, N.A., as Administrative Agent, BANK OF AMERICA, N.A., as Syndication Agent, and BARCLAYS BANK PLC, CITIBANK, N.A. DEUTSCHE BANK TRUST COMPANY AMERICAS, MORGAN STANLEY MUFG LOAN PARTNERS, LLC, PNC BANK, NATIONAL ASSOCIATION, THE ROYAL BANK OF SCOTLAND PLC, UBS SECURITIES LLC, U.S. BANK NATIONAL ASSOCIATION, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Documentation Agents (May 6th, 2013)

This AMENDMENT NO. 1 TO REVOLVING CREDIT AGREEMENT, dated as of March 28, 2013 (this “Amendment  No. 1”), is by and among VORNADO REALTY L.P., a limited partnership organized and existing under the laws of the State of Delaware (“Borrower”), JPMORGAN CHASE BANK, N.A., as agent for the Banks defined below (in such capacity, together with its successors in such capacity, “Administrative Agent”), JPMORGAN CHASE BANK, N.A., in its individual capacity and not as Administrative Agent, and the other lenders signatory hereto, including each of Citibank, N.A., SunTrust Bank and TriState Capital Bank as a new Bank under the Credit Agreement (said lenders signatory hereto, each a “Bank” and collectively, the “Banks”).  Reference is made to that certain Revolving Credit Agreement, dated as of June 8, 2011, by and among the Borrower, the Banks referenced therein and the Administrative Agent (such agreement, the “Credit  Agreement”).  Capitalized terms used herein without definition shall have the s

Vornado Realty Trust – VORNADO REALTY TRUST 2013 OUTPERFORMANCE PLAN AWARD AGREEMENT (May 6th, 2013)

2013 OUTPERFORMANCE PLAN AWARD AGREEMENT made as of the date set forth on Schedule A hereto between VORNADO REALTY TRUST, a Maryland real estate investment trust (the “Company”), its subsidiary VORNADO REALTY L.P., a Delaware limited partnership and the entity through which the Company conducts substantially all of its operations (the “Partnership”), and the party listed on Schedule A (the “Grantee”).

Vornado Realty Trust – FORM OF VORNADO REALTY TRUST 2012 OUTPERFORMANCE PLAN AWARD AGREEMENT (February 26th, 2013)

2012 OUTPERFORMANCE PLAN AWARD AGREEMENT made as of the date set forth on Schedule A hereto between VORNADO REALTY TRUST, a Maryland real estate investment trust (the “Company”), its subsidiary VORNADO REALTY L.P., a Delaware limited partnership and the entity through which the Company conducts substantially all of its operations (the “Partnership”), and the party listed on Schedule A (the “Grantee”).

Vornado Realty Trust – [Venable LLP Letterhead] January 25, 2013 (January 28th, 2013)

We have served as Maryland counsel to Vornado Realty Trust, a Maryland real estate investment trust (the “Company”), in connection with certain matters of Maryland law relating to the offering by the Company of 13,800,000 shares (the “Shares”) of 5.40% Series L Cumulative Redeemable Preferred Shares of beneficial interest, liquidation preference $25.00 per share, no par value per share, of the Company, covered by the above-referenced Registration Statement, and all amendments thereto (the “Registration Statement”), filed by the Company with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”).  The Shares are to be issued in an underwritten public offering pursuant to a Prospectus Supplement, dated January 17, 2013 (the “Prospectus Supplement”).

Vornado Realty Trust – VORNADO REALTY TRUST (a Maryland real estate investment trust) 5.40% Series L Cumulative Redeemable Preferred Shares of Beneficial Interest (Liquidation Preference $25.00 Per Share) UNDERWRITING AGREEMENT Dated: January 17, 2013 (January 28th, 2013)
Vornado Realty Trust – VORNADO REALTY TRUST (a Maryland real estate investment trust) 5.70% Series K Cumulative Redeemable Preferred Shares of Beneficial Interest (Liquidation Preference $25.00 Per Share) UNDERWRITING AGREEMENT Dated: July 11, 2012 (July 18th, 2012)
Vornado Realty Trust – [Venable LLP Letterhead] July 18, 2012 (July 18th, 2012)

We have served as Maryland counsel to Vornado Realty Trust, a Maryland real estate investment trust (the “Company”), in connection with certain matters of Maryland law relating to the offering by the Company of 12,000,000 shares (the “Shares”) of 5.70% Series K Cumulative Redeemable Preferred Shares of beneficial interest, liquidation preference $25.00 per share, no par value per share, of the Company, covered by the above-referenced Registration Statement, and all amendments thereto (the “Registration Statement”), filed by the Company with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”).  The Shares are to be issued in an underwritten public offering pursuant to a Prospectus Supplement, dated July 11, 2012 (the “Prospectus Supplement”).

Vornado Realty Trust – THIRD AMENDMENT TO EMPLOYMENT AGREEMENT (May 7th, 2012)

AMENDATORY AGREEMENT (this “Amendment”), dated as of April 13, 2012, by and between VORNADO REALTY TRUST, a Maryland real estate investment trust (the “Company”), and MICHAEL D. FASCITELLI (the “Executive”).

Vornado Realty Trust – ($ IN MILLIONS, EXCEPT SHARE DATA) % of 2011 EBITDA 2011 2010 Same Store (April 13th, 2012)

Vornado’s Funds from Operations for the year ended December 31, 2011 was $1,231.0 million, $6.42 per diluted share, compared to $1,251.5 million, $6.59 per diluted share, for the year ended December 31, 2010.

Vornado Realty Trust – PROMISSORY NOTE December 23, 2011 Paramus, New Jersey (February 27th, 2012)

WHEREAS, pursuant to the Letter Agreement dated November 16, 1999 (the “Letter Agreement”) between Steven Roth (the “Executive”) and Vornado Realty Trust (the “Company”), the Company agreed to make up to $15,000,000 in the aggregate of revolving credit loans to the Executive;

Vornado Realty Trust – EXHIBIT A (November 3rd, 2011)

This letter agreement shall set forth the terms and conditions pursuant to which Vornado Realty Trust (“Vornado”) will engage you to provide consulting services to Vornado on an independent contractor basis.  This is the “Consulting Letter” referred to in the Separation and General Release Agreement (“Separation Agreement”) between you and Vornado dated August 5, 2011.

Vornado Realty Trust – SEPARATION AND GENERAL RELEASE AGREEMENT (November 3rd, 2011)

THIS SEPARATION AND GENERAL RELEASE AGREEMENT (this “Separation  Agreement”) is entered into between CHRISTOPHER G. KENNEDY, an individual residing at 158 Melrose Ave, Kenilworth, IL 60043 (the “Employee”) and VORNADO REALTY TRUST, with an address at 210 Route 4 East, Paramus, New Jersey 07652 (the “Employer”).  Employer, together with its past, present and future direct and indirect subsidiaries, affiliated entities, related companies and divisions and each of their respective past, present and future officers, directors, employees, shareholders, trustees, members, partners, attorneys and agents (in each case, individually and in their official capacities), and each of their respective employee benefit plans (and such plans' fiduciaries, agents, administrators and insurers, individually and in their official capacities), as well as any predecessors, future successors or assigns or estates of any of the foregoing, is collectively referred to in this Separation Agreement as the “Release

Vornado Realty Trust – [LETTERHEAD OF VENABLE LLP] August 5, 2011 (August 5th, 2011)

We have served as Maryland counsel to Vornado Realty Trust, a Maryland real estate investment trust (the “Company”), in connection with certain matters of Maryland law relating to the offering by the Company of 1,000,000 shares (the “Shares”) of 6.875% Series J Cumulative Redeemable Preferred Shares of beneficial interest, liquidation preference $25.00 per share, no par value per share, of the Company, covered by the above-referenced Registration Statement, and all amendments thereto (the “Registration Statement”), filed by the Company with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”).  The Shares are to be issued in a public offering pursuant to the Purchase Agreement, dated as of August 2, 2011 (the “Purchase Agreement”), by and between the Company and Cohen & Steers Capital Management, Inc.

Vornado Realty Trust – REVOLVING CREDIT AGREEMENT dated as of June 8, 2011 among VORNADO REALTY L.P., as Borrower, THE BANKS SIGNATORY HERETO, each as a Bank, JPMORGAN CHASE BANK, N.A., as Administrative Agent, BANK OF AMERICA, N.A., as Syndication Agent, and CITICORP NORTH AMERICA, INC., DEUTSCHE BANK TRUST COMPANY AMERICAS, WELLS FARGO BANK, NATIONAL ASSOCIATION, BARCLAYS BANK PLC, THE GOLDMAN SACHS GROUP, INC., MORGAN STANLEY SENIOR FUNDING, INC., THE ROYAL BANK OF SCOTLAND PLC, and UBS SECURITIES LLC, as Documentation Agents J.P. MORGAN SECURITIES LLC and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, Lead (August 1st, 2011)

REVOLVING CREDIT AGREEMENT (this "Agreement") dated as of June 8, 2011 among VORNADO REALTY L.P., a limited partnership organized and existing under the laws of the State of Delaware ("Borrower"), JPMORGAN CHASE BANK, N.A., as agent for the Banks (in such capacity, together with its successors in such capacity, "Administrative Agent"), BANK OF AMERICA, N.A., as Syndication Agent, CITICORP NORTH AMERICA, INC., DEUTSCHE BANK TRUST COMPANY AMERICAS, WELLS FARGO BANK, NATIONAL ASSOCIATION, BARCLAYS BANK PLC, THE GOLDMAN SACHS GROUP, INC., MORGAN STANLEY SENIOR FUNDING, INC., THE ROYAL BANK OF SCOTLAND PLC, and UBS SECURITIES LLC , as Documentation Agents, and JPMORGAN CHASE BANK, N.A., in its individual capacity and not as Administrative Agent, and the other lenders signatory hereto (said lenders signatory hereto and the lenders who from time to time become Banks pursuant to Section 3.07 or 12.05 and, if applicable, any of the foregoing lenders' Designated Lenders, each a "Bank" and collec

Vornado Realty Trust – VORNADO REALTY TRUST (a Maryland real estate investment trust) 6.875% Series J Cumulative Redeemable Preferred Shares of Beneficial Interest (Liquidation Preference $25.00 Per Share) UNDERWRITING AGREEMENT Dated: May 5, 2011 (May 10th, 2011)

Vornado Realty Trust, a Maryland real estate investment trust (the “Company”), confirms its agreement with you (the “Underwriter”), with respect to the issue and sale by the Company and the purchase by you of the number of 6.875% Series J Cumulative Redeemable Preferred Shares of Beneficial Interest, no par value per share, of the Company (“Preferred Shares”) set forth above.  The aforesaid 800,000 Preferred Shares to be purchased by you are hereinafter called the “Securities.”  The Company previously issued and sold 7,000,000 Preferred Shares on April 20, 2011 and 1,050,000 Preferred Shares on April 21, 2011 (collectively, the “Initial Shares”), all of which are outstanding as of the date hereof.  The Securities will have identical terms and conditions, other than the issue date, the public offering price, the underwriting discount and the purchase price paid by the Underwriter, as the Initial Shares, and will constitute an additional issuance of, and form a single series with, the In

Vornado Realty Trust – May 10, 2011 (May 10th, 2011)

We have served as Maryland counsel to Vornado Realty Trust, a Maryland real estate investment trust (the “Company”), in connection with certain matters of Maryland law relating to the offering by the Company of 800,000 shares (the “Shares”) of 6.875% Series J Cumulative Redeemable Preferred Shares of beneficial interest, liquidation preference $25.00 per share, no par value per share, of the Company, covered by the above-referenced Registration Statement, and all amendments thereto (the “Registration Statement”), filed by the Company with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”).  The Shares are to be issued in an underwritten public offering pursuant to a Prospectus Supplement, dated May 5, 2011 (the “Prospectus Supplement”).

Vornado Realty Trust – VORNADO REALTY TRUST (a Maryland real estate investment trust) 6.875% Series J Cumulative Redeemable Preferred Shares of Beneficial Interest (Liquidation Preference $25.00 Per Share) UNDERWRITING AGREEMENT Dated: April 13, 2011 (April 21st, 2011)
Vornado Realty Trust – April 20, 2011 (April 21st, 2011)

We have served as Maryland counsel to Vornado Realty Trust, a Maryland real estate investment trust (the “Company”), in connection with certain matters of Maryland law relating to the offering by the Company of up to 8,050,000 shares (the “Shares”) of 6.875% Series J Cumulative Redeemable Preferred Shares of beneficial interest, liquidation preference $25.00 per share, no par value per share, of the Company (including up to 1,050,000 Shares which the underwriters in the offering have the option to purchase solely to cover overallotments), covered by the above-referenced Registration Statement, and all amendments thereto (the “Registration Statement”), filed by the Company with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”).  The Shares are to be issued in an underwritten public offering pursuant to a Prospectus Supplement, dated April 13, 2011 (the “Prospectus Supplement”).

Vornado Realty Trust – ($ IN MILLIONS, EXCEPT SHARE DATA) % of 2010 EBITDA 2010 2009 Same Store (April 15th, 2011)

Vornado’s Funds from Operations for the year ended December 31, 2010 was $1,149.8 million, $6.05 per diluted share, compared to $583.6 million, $3.36 per diluted share, for the year ended December 31, 2009.

Vornado Realty Trust – waiver and release (February 23rd, 2011)

This Waiver and Release includes but is not limited to any rights or claims under United States federal, state or local law and the national or local law of any foreign country (statutory or decisional), for wrongful or abusive discharge, for breach of any contract, or for discrimination based upon race, color, ethnicity, sex, national origin, religion, disability, sexual orientation, or any other unlawful criterion or circumstance, including claims under the Age Discrimination in Employment Act of 1967 (“ADEA”)(except that Releasor does not waive ADEA rights or claims that may arise after the date of this Waiver and Release).

Vornado Realty Trust – VORNADO REALTY TRUST 2010 OMNIBUS SHARE PLAN RESTRICTED LTIP UNIT AGREEMENT (February 23rd, 2011)

RESTRICTED LTIP UNIT AGREEMENT made as of date set forth on Schedule A  hereto between VORNADO REALTY TRUST, a Maryland real estate investment trust (the “Company”), its subsidiary Vornado Realty L.P., a Delaware limited partnership (the Partnership”), and the employee of the Company or one of its affiliates listed on Schedule A  (the “Employee”).

Vornado Realty Trust – VORNADO REALTY TRUST 2010 OMNIBUS SHARE PLAN RESTRICTED STOCK AGREEMENT (February 23rd, 2011)

RESTRICTED STOCK AGREEMENT made as of date set forth on Schedule A hereto between VORNADO REALTY TRUST, a Maryland real estate investment trust (the “Company”), and the employee of the Company or one of its affiliates listed on Schedule A (the “Employee”).

Vornado Realty Trust – VORNADO REALTY trust 2010 omnibus share plan stock option agreement (February 23rd, 2011)

STOCK OPTION AGREEMENT made as of date set forth on Schedule A hereto between Vornado Realty Trust, a Maryland real estate investment trust (the “Company”), and the employee of the Company or one of its affiliates listed on Schedule A (the “Employee”).

Vornado Realty Trust – FORTY-SECOND AMENDMENT TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF VORNADO REALTY L.P. Dated as of December 17, 2010 (December 21st, 2010)

THIS FORTY-SECOND AMENDMENT TO THE SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF VORNADO REALTY L.P. (this “Amendment”), dated as of December 17, 2010, is hereby adopted by Vornado Realty Trust, a Maryland real estate investment trust (defined in the Agreement, hereinafter defined, as the “General Partner”), as the general partner of Vornado Realty L.P., a Delaware limited partnership (the “Partnership”).  For ease of reference, capitalized terms used herein and not otherwise defined have the meanings assigned to them in the Second Amended and Restated Agreement of Limited Partnership of Vornado Realty L.P. dated as of October 20, 1997, as amended by the Amendment to Second Amended and Restated Agreement of Limited Partnership of Vornado Realty L.P., dated as of December 16, 1997, and further amended by the Second Amendment to Second Amended and Restated Agreement of Limited Partnership of Vornado Realty L.P., dated as of April 1, 1998, the Third Amendment to Second A

Vornado Realty Trust – EMPLOYMENT AGREEMENT (November 2nd, 2010)

Employment Agreement (the “Agreement”), dated as of September 24, 2010 (the “Effective Date”), by and between Vornado Realty Trust, a Maryland real estate investment trust, with its principal offices at 888 Seventh Avenue, New York, New York 10106 (the “Company”) and Michael J. Franco (“Executive”).

Vornado Realty Trust – Index to Financial Statements and Pro Forma Financial Information (October 14th, 2010)

We have audited the accompanying consolidated balance sheets of LNR Property Holdings Ltd. and Subsidiaries (the “Company”) as of November 30, 2009 and 2008, and the related consolidated statements of earnings (loss), comprehensive earnings (loss), stockholders’ equity (deficiency) and cash flows for each of the three years in the period ended November 30, 2009.  These financial statements are the responsibility of the Company's management.  Our responsibility is to express an opinion on these financial statements based on our audits.