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Exhibit 3.1
FOURTH
AMENDMENT
TO
SECOND AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
VORNADO REALTY L.P.
---------------------------------------------
Dated as of November 30, 1998
---------------------------------------------
THIS FOURTH AMENDMENT TO THE SECOND AMENDED AND RESTATED AGREEMENT OF
LIMITED PARTNERSHIP OF VORNADO REALTY L.P. (this "Amendment") is hereby adopted
by Vornado Realty Trust, a Maryland real estate investment trust (defined
therein 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., 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, 1997, and the Third Amendment to Second Amended and
Restated Agreement of Limited Partnership of Vornado Realty L.P., dated as of
November 12, 1998 (as so amended and as the same may be further amended, the
"Agreement").
WHEREAS, the Partnership was formed on October 2, 1996, under the name
"Mendik Real Estate Group, L.P." and, concurrently therewith, the Partnership's
general partner caused the Partnership's initial Certificate of Limited
Partnership to be filed with the Secretary of State of the State of Delaware;
WHEREAS, on November 7, 1996, the general partner of the Partnership
changed the name of the Partnership to "The Mendik Company, L.P." and, in
connection therewith, caused a Certificate of Amendment to the Certificate of
Limited Partnership of the Partnership to be filed in the office of the Delaware
Secretary of State on November 8, 1996;
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WHEREAS, as of April 15, 1997, the General Partner, certain of
affiliates of the General Partner, FW/Mendik REIT, L.L.C., a Delaware limited
liability company, and The Mendik Company, Inc., a Maryland corporation,
recapitalized the Partnership and, in connection therewith, entered into a First
Amended and Restated Agreement of Limited Partnership, dated as of April 15,
1997 (the "Prior Agreement"), and in connection therewith filed a Certificate of
Amendment to the Certificate of Limited Partnership of the Partnership in the
office of the Delaware Secretary of State, which filing was made on April 15,
1997;
WHEREAS, effective as of October 20, 1997, the General Partner caused
the Partnership to issue and distribute to each Person who was a Limited Partner
on October 15, 1997, an additional Common Partnership Unit for each Common
Partnership Unit (and in the same Class) that was owned by such Person on
October 15, 1997 and, in connection therewith, the General Partner amended and
restated the Prior Agreement in the form of the Second Amended and Restated
Agreement of Limited Partnership of Vornado Realty L.P.;
WHEREAS, as of December 16, 1997, in connection with the General
Partner's acquisition of Arbor Property Trust, the general partner adopted the
Amendment to Second Amended and Restated Agreement of Limited Partnership
Vornado Realty L.P.;
WHEREAS, as of April 1, 1998, in connection with the Partnership's
acquisition of certain properties and businesses from the shareholders of Xxxxxx
X. Xxxxxxx Enterprises, Inc. and certain of their affiliates, the General
Partner adopted the Second Amendment to Second Amended and Restated Agreement of
Limited Partnership of Vornado Realty L.P.;
WHEREAS, on August 15, 1998, the General Partner acquired all of the
then-outstanding Class E Units of limited partnership interest in the
Partnership for an equal number of Common Shares in satisfaction of a joint
redemption request by the holders thereof and, as a result of that redemption,
the Class E Units were converted into Class A Units of limited partnership
interest;
WHEREAS, on November 12, 1998, in connection with the issuance of
additional Partnership Units designated as Series D-1 Preferred Units, the
General Partner adopted the Third Amendment to the Second Amended and Restated
Agreement of Limited Partnership of Vornado Realty L.P.;
WHEREAS, as of August 18, 1998, the Partnership entered into a
Contribution Agreement as amended and restated in its entirety by the Amended
and Restated Contribution Agreement executed as of the same date (the
"Contribution Agreement") between the Partnership and Market Square Limited
Partnership, which Contribution
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Agreement required the Partnership to acquire the Contribution Properties, as
defined in the Contribution Agreement, in exchange for a combination of cash,
Class A Partnership Units and Partnership Units of a newly created series to be
designated by the Partnership as "Series C-1 Preferred Units of the
Partnership";
WHEREAS, as of August 18, 1998, the Partnership entered into a
Contribution Agreement (the "Xxxxxxxx Contribution Agreement") between the
Partnership and Xxxxxxxx Property Company, L.L.C., which Xxxxxxxx Contribution
Agreement required the Partnership to acquire the Contribution Properties, as
defined in the Xxxxxxxx Contribution Agreement in exchange for Series C-1
Preferred Units of the Partnership;
WHEREAS, the General Partner has determined that it is in the best
interest of the Partnership to amend the Agreement to reflect the issuance of
the above-referenced Series C-1 Preferred Units;
WHEREAS, Section 14.1.B of the Agreement grants the General Partner
power and authority to amend the Agreement without the consent of any of the
Partnership's limited partners if the amendment does not adversely affect or
eliminate any right granted to a limited partner pursuant to any of the
provisions of the Agreement specified in Section 14.1.C or Section 14.1.D of the
Agreement as requiring a particular minimum vote; and
WHEREAS, the General Partner has determined that the amendment effected
hereby does not adversely affect or eliminate any of the limited partner rights
specified in Section 14.1.C or Section 14.1.D of the Agreement;
NOW, THEREFORE, the General Partner hereby amends the Agreement as
follows:
1. Exhibit K, attached hereto as Attachment 1, is hereby incorporated
by reference into the Agreement and made a part thereof.
2. Section 4.2 of the Agreement is hereby supplemented by adding the
following paragraph to the end thereof:
"I. Issuance of Series C-1 Preferred Units. From and after the date
hereof the Partnership shall be authorized to issue Partnership Units
of a new series, which Partnership Units are hereby designated as
"Series C-1 Preferred Units". Series C-1 Preferred Units shall have the
terms set forth in Exhibit K attached hereto and made part hereof."
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3. In making distributions pursuant to Section 5.1(b) of the Agreement,
the General Partner of the Partnership shall take into account the provisions of
Paragraph 2 of Exhibit K to the Agreement, including, but not limited to,
Section 2.F(ii) thereof.
4. The Agreement is hereby supplemented by adding the following
paragraph at the end of Section 8.6 thereof:
"I. Series C-1 Preferred Unit Exception. Section 8.6A of this Agreement
shall not apply to any Partnership Unit designated as a Series C-1
Preferred Unit."
5. Exhibit A of the Agreement is hereby deleted and is replaced in its
entirety by new Exhibit A attached hereto as Attachment 2.
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6. Except as expressly amended hereby, the Agreement shall remain in
full force and effect.
IN WITNESS WHEREOF, the General Partner has executed this Amendment as
of the date first written above.
VORNADO REALTY TRUST
By: /s/ Xxxxx Xxxxxxxx
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Name: Xxxxx Xxxxxxxx
Title: Vice President and Chief
Financial Officer
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Attachment 1
EXHIBIT K
DESIGNATION OF THE PREFERENCES, CONVERSION
AND OTHER RIGHTS, VOTING POWERS, RESTRICTIONS,
LIMITATIONS AS TO DISTRIBUTIONS, QUALIFICATIONS AND TERMS
AND CONDITIONS OF REDEMPTION
OF THE
SERIES C-1 PREFERRED UNITS
1. Definitions.
In addition to those terms defined in the Agreement and Exhibits
thereto, the following definitions shall be for all purposes, unless otherwise
clearly indicated to the contrary or if such terms defined in this Exhibit K are
defined differently elsewhere in the Agreement or in an Exhibit thereto (in
which case such definition provided in this Exhibit K shall only apply for
purposes of defined terms used in this Exhibit K), apply to the terms used in
the Agreement and Exhibits thereto including this Exhibit K:
"Common Shares" shall mean the common shares of beneficial interest of
the General Partner, par value $.04 per share.
"Conversion Price" shall mean the conversion price per Class A Unit for
which the Series C-1 Preferred Units are convertible, as such Conversion Price
may be adjusted pursuant to the terms of the Series C-1 Preferred Units as
provided in Section 2.E(iv) below. The initial conversion price shall be $43.74
(equivalent to a conversion rate of 1.1431 Class A Units for each Series C-1
Preferred Unit).
"Current Market Price" of publicly traded Common Shares or any other
class of shares of beneficial interest or other security of the General Partner
or any other issuer for any day shall mean the last reported sales price,
regular way, on such day, or, if no sale takes place on such day, the average of
the reported closing bid and asked prices on such day, regular way, in either
case as reported on the New York Stock Exchange ("NYSE") or, if such security is
not listed or admitted for trading on the NYSE, on the principal national
securities exchange on which such security is listed or admitted for trading or,
if not listed or admitted for trading on any national securities exchange, on
the NASDAQ National Market or, if such security is not quoted on such NASDAQ
National Market, the average of the closing bid and asked prices on such day in
the over-the-
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counter market as reported by NASDAQ or, if bid and asked prices for such
security on such day shall not have been reported through NASDAQ, the average of
the bid and asked prices on such day as furnished by any NYSE member firm
regularly making a market in such security selected for such purpose by the
Chief Executive Officer of the General Partner or the Board of Trustees.
"Distribution Payment Date" shall mean the first calendar day of
January, April, July and October, in each year, commencing on January 1, 1998;
provided, however, that if any Distribution Payment Date falls on any day other
than a Business Day, the dividend payment due on such Distribution Payment Date
shall be paid on the first Business Day immediately following such Distribution
Payment Date.
"Distribution Periods" shall mean quarterly distribution periods
commencing on January 1, April 1, July 1 and October 1 of each year and ending
on and including the day preceding the first day of the next succeeding
Distribution Period (other than the Initial Distribution Period).
"Initial Distribution Period" shall mean the quarterly distribution
period commencing on November 24, 1998 and including December 31, 1998.
"Junior Units" shall have the meaning set forth in Paragraph 2.F(c)
below.
"Parity Units" shall have the meaning set forth in Paragraph 2.F(b)
below.
"Series B Preferred Units" means collectively, the Partnership's
outstanding Series B-1 Convertible Preferred Units and Series B-2 Restricted
Preferred Units, the terms of which are set forth in Exhibit I to the
Partnership Agreement.
"Series C-1 Preferred Unit" means a Partnership Unit issued by the
Partnership under that designation. Series C-1 Preferred Units shall have the
preferences, conversion and other rights, voting powers, restrictions,
limitations as to distributions, qualifications and terms and conditions of
redemption as are set forth in this Exhibit K.
"set apart for payment" shall be deemed to include, without any action
other than the following, the recording by the Partnership or the General
Partner on behalf of the Partnership in its accounting ledgers of any accounting
or bookkeeping entry which indicates, pursuant to a declaration of a
distribution by the General Partner, the allocation of funds to be so paid on
any series or class of Partnership Units; provided, however, that if any funds
for any class or series of Junior Units or any class or series of Partnership
Units ranking on a parity with the Series C-1 Preferred Units as to the payment
of distributions are placed in a separate account of the Partnership or
delivered to a disbursing, paying or other similar agent, then "set apart for
payment" with respect to
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the Series C-1 Preferred Units shall mean placing such funds in a separate
account or delivering such funds to a disbursing, paying or other similar agent.
"Trading Day" shall mean any day on which the securities in question
are traded on the NYSE, or if such securities are not listed or admitted for
trading on the NYSE, on the principal national securities exchange on which such
securities are listed or admitted, or if not listed or admitted for trading on
any national securities exchange, on the NASDAQ National Market, or if such
securities are not quoted on such NASDAQ National Market, in the applicable
securities market in which the securities are traded.
2. Terms of the Series C-1 Preferred Units.
A. Number. As of the close of business on the date hereof, the total
number of Series C-1 Preferred Units issued and outstanding will be up to
1,250,000. The General Partner may issue additional Series C-1 Preferred Units
from time to time in accordance with the terms of the Agreement, and in
connection with any such additional issuance the General Partner shall revise
Exhibit A to the Agreement to reflect the total number of Series C-1 Preferred
Units then issued and outstanding.
B. Distributions. (i) The holders of the then outstanding Series C-1
Preferred Units, shall be entitled to receive, when, as and if declared by the
General Partner, distributions payable in cash at the rate per annum of $3.25
per Series C-1 Preferred Unit (the "Annual Distribution Rate"). Such
distributions shall be cumulative from the date of issuance and shall be payable
quarterly, when, as and if authorized and declared by the General Partner, in
arrears on each Distribution Payment Date, commencing on the first Distribution
Payment Date after the date of issuance of the Series C-1 Preferred Units;
provided that distribution amount per Series C-1 Preferred Unit paid in respect
of the Initial Distribution Period shall be determined in accordance with
paragraph (ii) below. Distributions are cumulative from the most recent
Distribution Payment Date to which distributions have been paid. Accrued and
unpaid distribution for any past Distribution Periods may be declared and paid
at any time, without reference to any regular Distribution Payment Date.
(ii) The amount of dividends payable for each full Distribution Period
for the Series C-1 Preferred Units shall be computed by dividing the Annual
Distribution Rate by four. The amount of distributions payable for the Initial
Distribution Period, or any other period shorter or longer than a full
Distribution Period, on the Series C-1 Preferred Units shall be computed on the
basis of the actual number of days in such period and a 360-day year of twelve
30-day months. The holders of the then outstanding Series C-1 Preferred Units
shall not be entitled to any distributions, whether payable in cash, property or
securities, in excess of cumulative distributions, as herein provided, on
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the Series C-1 Preferred Units. No interest, or sum of money in lieu of
interest, shall be payable in respect of any distribution payment or payments on
the Series C-1 Preferred Units that may be in arrears.
(iii) So long as any Series C-1 Preferred Units are outstanding, no
distributions, except as described in the immediately following sentence, shall
be declared or paid or set apart for payment on any series or class or classes
of Parity Units for any period unless full cumulative distributions have been or
contemporaneously are declared and paid or declared and a sum sufficient for the
payment thereof set apart for such payment on the Series C-1 Preferred Units for
all Distribution Periods terminating on or prior to the distribution payment
date on such class or series of Parity Units, except in the case of
distributions on the Series B-2 Restricted Preferred Units to the extent not
paid due to a lack of funds in the Nongovernmental Account. When distributions
are not paid in full or a sum sufficient for such payment is not set apart, as
aforesaid, all distributions declared upon Series C-1 Preferred Units and all
distributions declared upon any other series or class or classes of Parity Units
shall be declared ratably in proportion to the respective amounts of
distributions accumulated and unpaid on the Series C-1 Preferred Units and such
Parity Units, except in the case of distributions on the Series B-2 Restricted
Preferred Units to the extent not paid due to a lack of funds in the
Nongovernmental Account.
(iv) So long as any Series C-1 Preferred Units are outstanding, no
distributions (other than distributions paid solely in Junior Units or options,
warrants or rights to subscribe for or purchase Junior Units) shall be declared
or paid or set apart for payment or other distribution declared or made upon
Junior Units, nor shall any Junior Units be redeemed, purchased or otherwise
acquired (other than a redemption, purchase or other acquisition of Junior Units
made in respect of a redemption, purchase or other acquisition of Common Shares
made for purposes of and in compliance with requirements of an employee
incentive or benefit plan of the General Partner or any subsidiary, or as
permitted under Article VI of the Declaration of Trust of the General Partner),
for any consideration (or any moneys to be paid to or made available for a
sinking fund for the redemption of any such Junior Units) by the General
Partner, directly or indirectly (except by conversion into or exchange for
Junior Units), unless in each case (a) the full cumulative distributions on all
outstanding Series C-1 Preferred Units and any other Parity Units of the
Partnership shall have been paid or set apart for payment for all past
Distribution Periods with respect to the Series C-1 Preferred Units and all past
distribution periods with respect to such Parity Units, except to the extent
that distributions on the Series B-2 Restricted Preferred Units are not then
able to be paid owing to a lack of funds in the Nongovernmental Account, and (b)
sufficient funds shall have been paid or set apart for the payment of the
distribution for the current Distribution Period with respect to the Series C-1
Preferred Units and any Parity Units, except to the extent that distributions on
the Series B-2 Restricted Preferred Units are not then able to be paid owing to
a lack of funds in the Nongovernmental Account.
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C. Liquidation Preference. (i) In the event of any liquidation,
dissolution or winding up of the Partnership or the General Partner, whether
voluntary or involuntary, before any payment or distribution of the assets of
the Partnership shall be made to or set apart for the holders of Junior Units,
holders of the Series C Preferred Units shall be entitled to receive Fifty
Dollars ($50.00) per Series C-1 Preferred Unit (the "Liquidation Preference")
plus an amount equal to all distributions (whether or not earned or declared)
accrued and unpaid thereon to the date of final distribution to the holders of
such units; but the holders of the Series C-1 Preferred Units shall not be
entitled to any further payment. If, upon any such liquidation, dissolution or
winding up of the Partnership or the General Partner, the assets of the
Partnership, or proceeds thereof, distributable to the holders of the Series C
Preferred Units shall be insufficient to pay in full the preferential amount
aforesaid and liquidating payments on any other Parity Units, then such assets,
or the proceeds thereof, shall be distributed among the holders of the Series
C-1 Preferred Units and the holders of any such other Parity Units ratably in
accordance with the respective amounts that would be payable on such Series C-1
Preferred Units and any such other Parity Units if all amounts payable thereon
were paid in full. For the purposes of this Section C, (i) a consolidation or
merger of the Partnership or the General Partner with one or more entities, (ii)
a statutory share exchange by the Partnership or the General Partner and (iii) a
sale or transfer of all or substantially all of the Partnership's or the General
Partner's assets, shall not be deemed to be a liquidation, dissolution or
winding up, voluntary or involuntary, of the Partnership or General Partner.
(ii) Subject to the rights of the holders of Partnership Units of any
series or class or classes of shares ranking on a parity with or prior to the
Series C-1 Preferred Units upon any liquidation, dissolution or winding up of
the General Partner or the Partnership, after payment shall have been made in
full to the holders of the Series C-1 Preferred Units as provided in this
Section, any series or class or classes of Junior Units shall, subject to any
respective terms and provisions applying thereto, be entitled to receive any and
all assets remaining to be paid or distributed, and the holders of the Series
C-1 Preferred Units shall not be entitled to share therein.
D. Redemption of the Series C-1 Preferred Units. (i) The Series C-1
Preferred Units shall not be redeemable prior to November 24, 2003. On and after
November 24, 2003, the General Partner may, at its option, cause the Partnership
to redeem the Series C-1 Preferred Units for Class A Units, in whole or in part,
as set forth herein, subject to the provisions described below (the "Redemption
Date").
(ii) Upon redemption of Series C-1 Preferred Units by the General
Partner on the Redemption Date, each Series C-1 Preferred Unit so redeemed shall
be converted into a number of Class A Units equal to the aggregate Liquidation
Preference of the Series C-1 Preferred Units being redeemed divided by the
Conversion Price as of the opening of business on the Redemption Date.
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Upon any redemption of Series C-1 Preferred Units, the Partnership
shall pay in cash any accrued and unpaid distributions in arrears for any
Distribution Period ending on or prior to the Redemption Date. If the Redemption
Date falls after the record date for a Distribution Payment Date and before the
related Distribution Payment Date, the holder of the Series C-1 Preferred Units
to which such redemption applies shall be entitled to such distributions
notwithstanding the redemption of such Series C-1 Preferred Units. Except as
provided above, the Partnership shall make no payment or allowance for unpaid
distributions, whether or not in arrears, on Series C-1 Preferred Units called
for redemption or on the Class A Units issued upon such redemption.
(iii) If full cumulative distributions on the Series C-1 Preferred
Units and any other series or class or classes of Parity Units of the
Partnership have not been paid or declared and set apart for payment, except to
the extent that such distributions or amounts distributable on the Series B-2
Restricted Preferred Units may not be payable due to a lack of funds in the
Nongovernmental Account, the Series C-1 Preferred Units may not be redeemed in
part and the Partnership may not purchase, redeem or otherwise acquire Series
C-1 Preferred Units.
(vi) As promptly as practicable after the surrender of the certificates
for any such Series C-1 Preferred Units so redeemed, such Series C-1 Preferred
Units shall be exchanged for certificates of Class A Units and any cash (without
interest thereon) as provided herein for which such Series C-1 Preferred Units
have been redeemed. If fewer than all the Series C-1 Preferred Units represented
by any certificate are redeemed, then new certificates representing the
unredeemed Series C-1 Preferred Units shall be issued without cost to the
holders thereof.
(v) No fractional Partnership Unit shall be issued upon redemption of
Series C-1 Preferred Units. Instead of any fractional interest in a Class A Unit
that would otherwise be deliverable upon the redemption of Series C-1 Preferred
Units, the Partnership shall pay to the holders of the Series C Preferred Units
an amount in cash (computed to the nearest cent) based upon the Current Market
Price of Common Shares of the General Partner on the Trading Day immediately
preceding the Redemption Date.
(vi) The Partnership covenants that any Class A Unit issued upon
redemption of the Series C-1 Preferred Units shall be validly issued, fully paid
and non-assessable.
E. Conversion.
The holders of Series C-1 Preferred Units shall have the right to
convert all or a portion of such Series C-1 Preferred Units into Class A Units,
converted as follows:
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(i) Subject to and upon compliance with the provisions of this Section
E, the holders of Series C-1 Preferred Units shall have the right, at their
option, at any time and from time to time, to convert all or any portion of such
Series C-1 Preferred Units into the number of fully paid and non-assessable
Class A Units obtained by dividing the aggregate Liquidation Preference of such
Series C-1 Preferred Units by the Conversion Price (as in effect at the time and
on the date provided for in the last paragraph of paragraph (ii) of this Section
E) by surrendering such Series C-1 Preferred Units to the Partnership to be
converted, such surrender to be made in the manner provided in paragraph (ii) of
this Section E; provided, however, that the right to convert Series C-1
Preferred Units called for redemption pursuant to Section D hereof shall
terminate at the close of business on the Redemption Date fixed for such
redemption, unless the Partnership shall default in making payment of the Class
A Units and any cash payable in lieu of fractional Partnership Units or
otherwise upon such redemption under Section D hereof.
(ii) In order to exercise the conversion right, the holder of each
Series C-1 Preferred Unit to be converted shall surrender the certificate
representing such Series C-1 Preferred Unit to the Partnership.
The holders of Series C-1 Preferred Units shall be entitled to receive
the distribution payable on such Series C-1 Preferred Units on a Distribution
Payment Date notwithstanding the conversion thereof following the record date
for such Distribution Payment Date and prior to such Distribution Payment Date.
However, Series C-1 Preferred Units surrendered for conversion during the period
between the close of business on the record date of any Distribution Payment
Date and the opening of business on the corresponding Distribution Payment Date
must be accompanied by payment of an amount equal to the distribution payable on
such Series C-1 Preferred Units on such Distribution Payment Date, to the extent
such distribution amount has been received, or when such amount is thereafter
received, by the holder of the Series C-1 Preferred Units. Except as provided
above, the Partnership shall make no payment or allowance for unpaid
distributions, whether or not in arrears, on converted Series C-1 Preferred
Units or for distributions on the Class A Units issued upon such conversion.
As promptly as practicable after the surrender of certificates for
Series C-1 Preferred Units as aforesaid, the General Partner shall receive a
certificate or certificates for the number of full Class A Units issuable upon
the conversion of Series B Preferred Units surrendered in accordance with the
provisions of this Section E, and any fractional interest in respect of a Class
A Unit arising upon such conversion shall be settled as provided in paragraph
(iii) of this Section E.
Each conversion shall be deemed to have been effected immediately prior
to the close of business on the date on which the certificates for Series C-1
Preferred Units shall have been surrendered (and if applicable, payment of an
amount equal to the
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distribution payable on such Series C-1 Preferred Units) and received by the
Partnership as aforesaid, and the General Partner shall be deemed to have become
the holder or holders of record of the Class A Units represented thereby at such
time on such date, and such conversion shall be at the Conversion Price in
effect at such time and on such date unless the stock transfer books of the
Partnership shall be closed on that date, in which event such person or persons
shall be deemed to have become such holder or holders of record at the close of
business on the next succeeding day on which such partnership transfer books are
open, but such conversion shall be at the Conversion Price in effect on the date
on which such Series C-1 Preferred Units shall have been surrendered and
received by the General Partner.
(iii) No fractional Partnership Unit shall be issued upon conversion of
the Series C-1 Preferred Units. Instead of any fractional interest in a Class A
Unit that would otherwise be deliverable upon the conversion of a Series C-1
Preferred Unit, the Partnership shall pay to the holder of such Series C-1
Preferred Unit an amount in cash based upon the Current Market Price of Common
Shares of the General Partner on the Trading Day immediately preceding the date
of conversion.
(iv) The Conversion Price shall be adjusted in a manner comparable to
the adjustment of the conversion price applicable to the Series A Preferred
Shares of the General Partner as provided in Section 7(d) of the Articles
Supplemental ($3.25 Series A Convertible Preferred Shares) of the Declaration of
Trust of the General Partner.
F. Ranking. (i) Any class or series of Partnership Units shall be
deemed to rank:
(a) prior to the Series C-1 Preferred Units, as to the payment of
distributions and as to distribution of assets upon liquidation, dissolution or
winding up of the General Partner or the Partnership, if the holders of such
class or series of Preferred Units shall be entitled to the receipt of
distributions or of amounts distributable upon liquidation, dissolution or
winding up, as the case may be, in preference or priority to the holders of
Series C-1 Preferred Units;
(b) on a parity with the Series C-1 Preferred Units, as to the payment
of distributions and as to the distribution of assets upon liquidation,
dissolution or winding up of the General Partner or the Partnership, whether or
not the distribution rates, distribution payment dates or redemption or
liquidation prices per Partnership Unit be different from those of the Series
C-1 Preferred Units, if the holders of such Partnership Units of such class or
series and the Series C-1 Preferred Units shall be entitled to the receipt of
distributions and of amounts distributable upon liquidation, dissolution or
winding up in proportion to their respective amounts of accrued and unpaid
distributions per Partnership Unit or liquidation preferences, without
preference or priority one over the other, except to the extent that such
distributions or amounts distributable on the
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Series B-2 Restricted Preferred Units may not be payable due to a lack of funds
in the Nongovernmental Account ("Parity Units"); and
(c) junior to the Series C-1 Preferred Units, as to the payment of
distributions or as to the distribution of assets upon liquidation, dissolution
or winding up of the General Partner or the Partnership, if such class or series
of Partnership Units shall be Common Partnership Units or if the General
Partner, in its capacity as the holder of Series C-1 Preferred Units, shall be
entitled to receipt of distribution or of amounts distributable upon
liquidation, dissolution or winding up, as the case may be, in preference or
priority to the holders of Partnership Units of such class or series, and such
class or series of Partnership Units shall not in either case rank prior to the
Series C-1 Preferred Units ("Junior Units").
(ii) The Series A Preferred Units and Series B Preferred Units shall be
Parity Units with respect to the Series C-1 Preferred Units and the holders of
the Series C-1 Preferred Units, the Series A Preferred Units and Series B
Preferred Units shall be entitled to the receipt of distributions and of amounts
distributable upon liquidation, dissolution or winding up in proportion to their
respective amounts of accrued and unpaid distributions per Partnership Unit or
liquidation preferences, without preference or priority one over the other,
except in the case of distributions on the Series B-2 Restricted Preferred Units
to the extent not payable due to a lack of funds in the Nongovernmental Account
and except that:
(a) For so long as the Class C Units are outstanding, the Series C-1
Preferred Units shall not rank senior to the Class C Units as to preferential
distributions or redemption or voting rights and shall receive: (i) accumulated
and unpaid distributions pari passu with distributions made to the holders of
Class C Units pursuant to Subsection 5.1.B(iv) of the Agreement and (ii) other
distributions pari passu with distributions made to the holders of Class C Units
pursuant to Subsection 5.1.B(v) of the Agreement.
(b) For so long as the Class D Units are outstanding, the Series C-1
Preferred Units shall not rank senior to the Class D Units as to preferential
distributions or redemption or voting rights. For so long as the Class D Units
are outstanding (and the Class C Units are no longer outstanding), the Series
C-1 Preferred Units shall receive: (i) accumulated and unpaid distributions pari
passu with distributions made to the holders of any outstanding Class D Units
pursuant to Subsection 5.1.B(ii) of the Agreement and (ii) other distributions
pari passu with distributions made to the holders of any outstanding Class D
Units pursuant to Subsection 5.1.B(iii) of the Agreement.
(c) When the Class C Units and Class D Units are no longer outstanding,
the Series C-1 Preferred Units shall receive distributions pari passu with other
Partnership Units, if any, receiving distributions pursuant to Section 5.1.B(i),
except to the extent that
K-9
15
distributions on the Series B-2 Restricted Preferred Units may not be paid due
to a lack of funds in the Nongovernmental Account.
(d) Distributions made pursuant to Subsections F(ii)(a) and F(ii)(b) of
this Exhibit K shall be made pro rata with other distributions made to other
Partnership Units as to which they rank pari passu based on the ratio of the
amounts to be paid the Series C-1 Preferred Units and such other Partnership
Units, as applicable, to the total amounts to be paid the Series C-1 Preferred
Units and such other Partnership Units taken together on the Partnership Record
Date, except in the case of distributions on the Series B-2 Restricted Preferred
Units to the extent such distribution may not be paid due to a lack of funds in
the Nongovernmental Account.
(iii) For purposes of allocations of items made pursuant to Article VI
of the Agreement:
(a) As long as Class C Units are outstanding, the Series C-1 Preferred
Units shall be allocated items pari passu with the allocation of items to
holders of Class C Units in respect of their priority payments (i.e., as
allocated in Section 6.1.A (v), (vi) and (vii) and Section 6.1.B (v), (vi) and
(vii) of the Agreement) and shall share in those allocations in a pro rata
manner based on the distributions and allocations of items, as applicable, made
to such Partnership Units, as applicable; references to Class C Units in Article
VI of the Agreement shall be deemed to also refer to Series C-1 Preferred Units
except that references to distributions made to the Class C Units shall be
deemed to refer to distributions made to the Series C-1 Preferred Units in a pro
rata manner with such distributions made to the Class C Units.
(b) As long as the Class D Units are outstanding (and the Class C Units
are no longer outstanding), the Series C-1 Preferred Units shall be allocated
items pari passu with the allocation of items to the holders of Class D Units in
respect of their priority payments (i.e., as allocated in Section 6.1.A (iii)
and (vi) and Section 6.1.B (viii) and (ix) of the Agreement) and shall share in
those allocations in a pro rata manner based on the distributions and
allocations of items, as applicable, made to such Partnership Units, as
applicable; references to Class D Units in Article VI of the Agreement shall be
deemed to also refer to Series C-1 Preferred Units except that references to
distributions made to the Class D Units shall be deemed to refer to
distributions made to the Series C-1 Preferred Units in a pro rata manner with
such distributions made to the Class D Units.
(c) When the Class C Units and Class D Units are no longer outstanding,
the Series C-1 Preferred Units shall be allocated items pari passu with the
allocation of items to holders of Preference Units (i.e., as allocated in
Section 6.1.A (ii) and Section 6.1.B (x) of the Agreement) and shall share in
those allocations in a pro rata manner based on the distributions and
allocations of items, as applicable, made to Preference Units, as applicable;
references to Preference Units in Article VI of the
K-10
16
Agreement shall be deemed to also refer to Series C-1 Preferred Units except
that references to distributions made to Preference Units shall be deemed to
refer to distributions made to the Series C-1 Preferred Units in a pro rata
manner with such distributions, if any, made to the Preference Units.
G. Voting. Except as required by law, the holders of the Series C
Preferred Units shall not be entitled to vote at any meeting of the Partners or
for any other purpose or otherwise to participate in any action taken by the
Partnership or the Partners, or to receive notice of any meeting of the
Partners. When entitled to vote on a matter being submitted to holders of
Partnership Units of more than one Class or Series, the Series C-1 Preferred
Units shall vote together as a class.
H. Restrictions on Ownership and Transfer. Transfers of Series C-1
Preferred Units shall be governed by Article XI of the Agreement.
K-11
17
Attachment 2
EXHIBIT A (12/01/98) - HIGH POINT 1998 ACQUISITION
VORNADO REALTY L.P.
PARTNERS AND PARTNERSHIP INTERESTS
CLASS OF UNITS
--------------------------------------------------------------------
SERIES A VALUE PERCENTAGE SERIES B-1 VALUE PERCENTAGE
PREFERRED OF OF PREFERRED OF OF
UNITS SERIES A SERIES A UNITS SERIES B-1 SERIES B-1
--------------------------------- ---------------------------------
Vornado Realty Trust 5,789,239 $296,061,682 100.0000%
Vornado Realty Trust
Vornado Finance Corp
Vornado Investment Corporation
40 East 14 Realty Associates
General Partnership
000 Xxxxxxx Xxxxxx Holding Corporation
Menands Holdings Corporation
Two Guys From Harrison, N.Y., Inc.
Washington Design Center, L.L.C. 200,000 $10,000,000 22.23%
Merchandise Mart Owners, L.L.C. 699,566 $34,978,300 77.77%
Merchandise Mart Enterprises, L.L.C.
World Trade Center Chicago, L.L.C.
Xxxxxx Street 1998 Exchange Fund, L.P.
Xxxxx X. Xxxxxxxx, Xx.
S.D. Xxxxxxxx
Xxxxxx X. Xxxxx
Canoe House Partners, LLC
Roaring Gap Limited Partnership
Xxxxxxxx Property Company, LLC
The Mendik Partnership, X.X.
Xxxxxx Realty Company, Inc.
FW / Mendik REIT, L.L.C. (2)
Mendik RELP Corp.
2750 Associates
Xxxxxx, Trust U/W/O Xxxxx
Xxxxx, Xxxxxx
Xxxxxx, Xxxxx
Ambassador Construction Company, Inc.
Xxxxxxxxxx-Xxxxxx, Xxxxx
Xxx, Xxxxxxx
Xxxxxx, Trust FBO Lysa
UWO Xxxxxxx Xxxxxxxx
Xxxxxx, Trust FBO Lysa
UWO Xxxxx Xxxxxxxx
Xxxx, Xxxxxx
Xxxxxx, Xxxxxxx
Xxxxxx, Xxxxx
Xxxxxx, Xxxxx 1998 Trust u/a/d 5/11/98
Berenson, Xxxxx
Xxxxxxxx, Xxxx
Xxxxxxxx, Xxxxxxx
Xxxxxxxx, Xxxxxx
Xxxxxx, Xxxxx X.
Xxxxxxxxx, Xxxxx
Xxxxxxx, Xxxxxxx
Xxxxxxxxxx, Xxxx Xxxxx
Xxxxxxxxx, Xxxxxx
Xxxx, Xxxxx
Carb, Xxxxx
Xxxxxx, Xxxxxx
Xxxxxxxx, Xxxxxx
XXX Enterprises
Xxxxxxx, Xxxxxxx
Xxxxxxx, Xxxxxxx UGMA
for Xxxxxxx Xxxxxxx
Xxxxx, Xxx
Xxxxxx, Xxxxxxx
Xxxxxxx, Xxxxxxxxxx
Xxxxxxxxx, Xxxxxxx
Xxxxx, Xxx
Xxxxx, Xxxxxx X.
Xxxxx Xxxxxxxxx & Co.
Xxxxxxx, Xxxx X.
Xxxxxxxx, Xxxxxx
Xxxxxxx, Estate of Xxxxxx
Xxxx, Xxxxxx
Xxxx, Xxxxxx
Xxxx, Xxxxxx & Xxxxxx
18
CLASS OF UNITS
--------------------------------------------------------------------
SERIES B-2 VALUE PERCENTAGE SERIES C-1 VALUE PERCENTAGE
PREFERRED OF OF PREFERRED OF OF
UNITS SERIES B-2 SERIES B-2 UNITS SERIES C-1 SERIES C-1
--------------------------------- ---------------------------------
Vornado Realty Trust
Vornado Realty Trust
Vornado Finance Corp
Vornado Investment Corporation
40 East 14 Realty Associates
General Partnership
000 Xxxxxxx Xxxxxx Holding Corporation
Menands Holdings Corporation
Two Guys From Harrison, N.Y., Inc.
Washington Design Center, L.L.C. 100,000 $5,000,000 22.23%
Merchandise Mart Owners, L.L.C. 349,783 $17,489,150 77.77%
Merchandise Mart Enterprises, L.L.C.
World Trade Center Chicago, L.L.C.
Xxxxxx Street 1998 Exchange Fund, L.P.
Xxxxx X. Xxxxxxxx, Xx. 150,067 $ 5,373,899 20.0648%
S.D. Xxxxxxxx 9,976 $ 357,241 1.3338%
Xxxxxx X. Xxxxx 70,044 $ 2,508,276 9.3653%
Canoe House Partners, LLC 200,090 $ 7,165,223 26.7531%
Roaring Gap Limited Partnership 290,158 $10,390,558 38.7957%
Xxxxxxxx Property Company, LLC 27,577 $ 987,532 3.6872%
The Mendik Partnership, X.X.
Xxxxxx Realty Company, Inc.
FW / Mendik REIT, L.L.C. (2)
Mendik RELP Corp.
2750 Associates
Xxxxxx, Trust U/W/O Xxxxx
Xxxxx, Xxxxxx
Xxxxxx, Xxxxx
Ambassador Construction Company, Inc.
Xxxxxxxxxx-Xxxxxx, Xxxxx
Xxx, Xxxxxxx
Xxxxxx, Trust FBO Lysa
UWO Xxxxxxx Xxxxxxxx
Xxxxxx, Trust FBO Lysa
UWO Xxxxx Xxxxxxxx
Xxxx, Xxxxxx
Xxxxxx, Xxxxxxx
Xxxxxx, Xxxxx
Xxxxxx, Xxxxx 1998 Trust u/a/d 5/11/98
Berenson, Xxxxx
Xxxxxxxx, Xxxx
Xxxxxxxx, Xxxxxxx
Xxxxxxxx, Xxxxxx
Xxxxxx, Xxxxx X.
Xxxxxxxxx, Xxxxx
Xxxxxxx, Xxxxxxx
Xxxxxxxxxx, Xxxx Xxxxx
Xxxxxxxxx, Xxxxxx
Xxxx, Xxxxx
Carb, Xxxxx
Xxxxxx, Xxxxxx
Xxxxxxxx, Xxxxxx
XXX Enterprises
Xxxxxxx, Xxxxxxx
Xxxxxxx, Xxxxxxx UGMA
for Xxxxxxx Xxxxxxx
Xxxxx, Xxx
Xxxxxx, Xxxxxxx
Xxxxxxx, Xxxxxxxxxx
Xxxxxxxxx, Xxxxxxx
Xxxxx, Xxx
Xxxxx, Xxxxxx X.
Xxxxx Xxxxxxxxx & Co.
Xxxxxxx, Xxxx X.
Xxxxxxxx, Xxxxxx
Xxxxxxx, Estate of Xxxxxx
Xxxx, Xxxxxx
Xxxx, Xxxxxx
Xxxx, Xxxxxx & Xxxxxx
19
CLASS OF UNITS
----------------------------------
SERIES D-1 VALUE PERCENTAGE
PREFERRED OF OF
UNITS SERIES D-1 SERIES D-1
----------------------------------
Vornado Realty Trust
Vornado Realty Trust
Vornado Finance Corp
Vornado Investment Corporation
40 East 14 Realty Associates
General Partnership
000 Xxxxxxx Xxxxxx Holding Corporation
Menands Holdings Corporation
Two Guys From Harrison, N.Y., Inc.
Washington Design Center, L.L.C.
Merchandise Mart Owners, L.L.C.
Merchandise Mart Enterprises, L.L.C.
World Trade Center Chicago, L.L.C.
Xxxxxx Street 1998 Exchange Fund, L.P. 2,400,000 60,000,000 100.00%
Xxxxx X. Xxxxxxxx, Xx.
S.D. Xxxxxxxx
Xxxxxx X. Xxxxx
Canoe House Partners, LLC
Roaring Gap Limited Partnership
Xxxxxxxx Property Company, LLC
The Mendik Partnership, X.X.
Xxxxxx Realty Company, Inc.
FW / Mendik REIT, L.L.C. (2)
Mendik RELP Corp.
2750 Associates
Xxxxxx, Trust U/W/O Xxxxx
Xxxxx, Xxxxxx
Xxxxxx, Xxxxx
Ambassador Construction Company, Inc.
Xxxxxxxxxx-Xxxxxx, Xxxxx
Xxx, Xxxxxxx
Xxxxxx, Trust FBO Lysa
UWO Xxxxxxx Xxxxxxxx
Xxxxxx, Trust FBO Lysa
UWO Xxxxx Xxxxxxxx
Xxxx, Xxxxxx
Xxxxxx, Xxxxxxx
Xxxxxx, Xxxxx
Xxxxxx, Xxxxx 1998 Trust u/a/d 5/11/98
Berenson, Xxxxx
Xxxxxxxx, Xxxx
Xxxxxxxx, Xxxxxxx
Xxxxxxxx, Xxxxxx
Xxxxxx, Xxxxx X.
Xxxxxxxxx, Xxxxx
Xxxxxxx, Xxxxxxx
Xxxxxxxxxx, Xxxx Xxxxx
Xxxxxxxxx, Xxxxxx
Xxxx, Xxxxx
Carb, Xxxxx
Xxxxxx, Xxxxxx
Xxxxxxxx, Xxxxxx
XXX Enterprises
Xxxxxxx, Xxxxxxx
Xxxxxxx, Xxxxxxx UGMA
for Xxxxxxx Xxxxxxx
Xxxxx, Xxx
Xxxxxx, Xxxxxxx
Xxxxxxx, Xxxxxxxxxx
Xxxxxxxxx, Xxxxxxx
Xxxxx, Xxx
Xxxxx, Xxxxxx X.
Xxxxx Xxxxxxxxx & Co.
Xxxxxxx, Xxxx X.
Xxxxxxxx, Xxxxxx
Xxxxxxx, Estate of Xxxxxx
Xxxx, Xxxxxx
Xxxx, Xxxxxx
Xxxx, Xxxxxx & Xxxxxx
20
CLASS OF UNITS
-----------------------------------------------------------------------------------
COMMON UNITS TOTAL VALUE PERCENTAGE
------------------------------------------- COMMON COMMON COMMON
A C D E UNITS UNITS UNITS
-----------------------------------------------------------------------------------
Vornado Realty Trust
Vornado Realty Trust 43,526,809 43,527,559 $1,558,695,030 47.3992%
Vornado Finance Corp 35,282,694 35,282,694 $1,263,473,272 38.4216%
Vornado Investment Corporation 3,666,666 3,666,666 $131,303,309 3.9928%
40 East 14 Realty Associates 0 $0 0.0000%
General Partnership 1,639,278 1,639,278 $58,702,545 1.7851%
000 Xxxxxxx Xxxxxx Holding Corporation 235,516 235,516 $8,433,828 0.2565%
Menands Holdings Corporation 536,524 536,524 $19,212,924 0.5843%
Two Guys From Harrison, N.Y., Inc. 180,890 180,890 $6,477,671 0.1970%
Washington Design Center, L.L.C. 65,807 65,807 $2,356,549 0.0717%
Merchandise Mart Owners, L.L.C. 0 $0 0.0000%
Merchandise Mart Enterprises, L.L.C. 395,967 395,967 $14,179,578 0.4312%
World Trade Center Chicago, L.L.C. 603,948 603,948 $21,627,378 0.6577%
Xxxxxx Xxxxxx 0000 Xxxxxxxx Fund, L.P. 0 $0 0.0000%
Xxxxx X Xxxxxxxx, Xx.
202,411 202,411 $7,248,338 0.2204%
S.D. Xxxxxxxx 0 0 $0 0.0000%
Xxxxxx X Xxxxx 0 0 $0 0.0000%
Canoe House Partners, LLC 0 0 $0 0.0000%
Roaring Gap Limited Partnership 0 0 $0 0.0000%
Xxxxxxxx Property Company, LLC 0 0 $0 0.0000%
The Mendik Partnership, L.P. 2,512,023 2,512,023 $89,955,544 2.7355%
Mendik Realty Company, Inc. 161 161 $5,765 0.0002%
FW / Mendik REIT, L.L.C. (2) 486,540 486,540 $17,422,997 0.5298%
Mendik RELP Corp. 846 846 $30,295 0.0009%
2750 Associates 2,704 2,704 $96,830 0.0029%
Xxxxxx, Trust U/W/O Xxxxx 7,244 7,244 $259,408 0.0079%
Xxxxx, Xxxxxx 2,496 2,496 $89,382 0.0027%
Xxxxxx, Xxxxx 5,228 5,228 $187,215 0.0057%
Ambassador Construction Company, Inc. 37,178 37,178 $1,331,344 0.0405%
Xxxxxxxxxx-Xxxxxx, Xxxxx 1,710 1,710 $61,235 0.0019%
Xxx, Xxxxxxx 154 154 $5,515 0.0002%
Aubert, Trust FBO Lysa 0 $0 0.0000%
UWO Xxxxxxx Xxxxxxxx 4,278 4,278 $153,195 0.0047%
Aubert, Trust FBO Lysa 0 $0 0.0000%
UWO Xxxxx Xxxxxxxx 256 256 $9,167 0.0003%
Xxxx, Xxxxxx 1,844 1,844 $66,034 0.0020%
Xxxxxx, Xxxxxxx 962 962 $34,449 0.0010%
Xxxxxx, Xxxxx 0 0 $0 0.0000%
Xxxxxx, Xxxxx 1998 Trust u/a/d 5/11/98 108 6,338 6,446 $230,831 0.0070%
Xxxxxxxx, Xxxxx 1,034 1,034 $37,028 0.0011%
Xxxxxxxx, Xxxx 1,382 1,382 $49,489 0.0015%
Xxxxxxxx, Xxxxxxx 842 842 $30,152 0.0009%
Xxxxxxxx, Xxxxxx 1,762 1,762 $63,097 0.0019%
Xxxxxx, Xxxxx X. 374 374 $13,393 0.0004%
Xxxxxxxxx, Xxxxx 5,604 5,604 $200,679 0.0061%
Xxxxxxx, Xxxxxxx 5,376 5,376 $192,515 0.0059%
Xxxxxxxxxx, Xxxx Xxxxx 154 154 $5,515 0.0002%
Xxxxxxxxx, Xxxxxx 35,032 35,032 $1,254,496 0.0381%
Xxxx, Xxxxx 75,344 75,344 $2,698,069 0.0820%
Carb, Xxxxx 1,793 1,793 $64,207 0.0020%
Xxxxxx, Xxxxxx 1,419 1,419 $50,814 0.0015%
Xxxxxxxx, Xxxxxx 145 7,961 8,106 $290,276 0.0088%
CHO Enterprises 5,364 5,364 $192,085 0.0058%
Xxxxxxx, Xxxxxxx 145 78 223 $7,986 0.0002%
Xxxxxxx, Xxxxxxx UGMA 0 $0 0.0000%
for Xxxxxxx Xxxxxxx 3,462 3,462 $123,974 0.0038%
Xxxxx, Xxx 3,364 3,364 $120,465 0.0037%
Xxxxxx, Xxxxxxx 83,226 83,226 $2,980,323 0.0906%
Xxxxxxx, Xxxxxxxxxx 962 962 $34,449 0.0010%
Xxxxxxxxx, Xxxxxxx 2,304 2,304 $82,506 0.0025%
Xxxxx, Xxx 104 104 $3,724 0.0001%
Field, Xxxxxx X. 1,680 1,680 $60,161 0.0018%
Xxxxx Xxxxxxxxx & Co. 4,045 4,045 $144,851 0.0044%
Xxxxxxx, Xxxx X. 3,364 3,364 $120,465 0.0037%
Xxxxxxxx, Xxxxxx 5,770 5,770 $206,624 0.0063%
Gershon, Estate of Xxxxxx 10,494 10,494 $375,790 0.0114%
Xxxx, Xxxxxx 333 333 $11,925 0.0004%
Xxxx, Xxxxxx 7,328 7,328 $262,416 0.0080%
Xxxx, Xxxxxx & Xxxxxx 748 748 $26,786 0.0008%
21
TOTAL TOTAL PERCENTAGE
UNITS VALUE INTEREST
---------- -------------- --------
Vornado Realty Trust 90,857,616(1) $3,342,360,263 89.3977%
Vornado Realty Trust
Vornado Finance Corp
Vornado Investment Corporation
40 East 14 Realty Associates
General Partnership
000 Xxxxxxx Xxxxxx Holding Corporation
Menands Holdings Corporation
Two Guys From Harrison, N.Y., Inc.
Washington Design Center, L.L.C. 365,807 $17,356,549 0.4642%
Merchandise Mart Owners, L.L.C. 1,049,349 $52,467,450 1.4033%
Merchandise Mart Enterprises, L.L.C. 395,967 $14,179,578 0.3793%
World Trade Center Chicago, L.L.C. 603,948 $21,627,378 0.5785%
Xxxxxx Xxxxxx 0000 Xxxxxxxx Fund, L.P. 2,400,000 $60,000,000 1.6048%
Xxxxx X. Xxxxxxxx, Xx. 352,478 $12,622,237 0.3376%
S.D. Xxxxxxxx 9,976 $357,241 0.0096%
Xxxxxx X. Xxxxx 70,044 $2,508,276 0.0671%
Canoe House Partners, LLC 200,090 $7,165,223 0.1916%
Roaring Gap Limited Partnership 290,158 $10,390,558 0.2779%
Xxxxxxxx Property Company, LLC 27,577 $987,532 0.0264%
The Mendik Partnership, L.P. 2,512,023 $89,955,544 2.4060%
Mendik Realty Company, Inc. 161 $5,765 0.0002%
FW / Mendik REIT, L.L.C. (2) 486,540 $17,422,997 0.4660%
Mendik RELP Corp. 846 $30,295 0.0008%
2750 Associates 2,704 $96,830 0.0026%
Xxxxxx, Trust U/W/O Xxxxx 7,244 $259,408 0.0069%
Xxxxx, Xxxxxx 2,496 $89,382 0.0024%
Xxxxxx, Xxxxx 5,228 $187,215 0.0050%
Ambassador Construction Company, Inc. 37,178 $1,331,344 0.0356%
Xxxxxxxxxx-Xxxxxx, Xxxxx 1,710 $61,235 0.0016%
Xxx, Xxxxxxx 154 $5,515 0.0001%
Aubert, Trust FBO Lysa 0 $0 0.0000%
UWO Xxxxxxx Xxxxxxxx 4,278 $153,195 0.0041%
Aubert, Trust FBO Lysa 0 $0 0.0000%
UWO Xxxxx Xxxxxxxx 256 $9,167 0.0002%
Xxxx, Xxxxxx 1,844 $66,034 0.0018%
Xxxxxx, Xxxxxxx 962 $34,449 0.0009%
Xxxxxx, Xxxxx 0 $0 0.0000%
Xxxxxx, Xxxxx 1998 Trust u/a/d 5/11/98 6,446 $230,831 0.0062%
Xxxxxxxx, Xxxxx 1,034 $37,028 0.0010%
Xxxxxxxx, Xxxx 1,382 $49,489 0.0013%
Xxxxxxxx, Xxxxxxx 842 $30,152 0.0008%
Xxxxxxxx, Xxxxxx 1,762 $63,097 0.0017%
Xxxxxx, Xxxxx X. 374 $13,393 0.0004%
Xxxxxxxxx, Xxxxx 5,604 $200,679 0.0054%
Xxxxxxx, Xxxxxxx 5,376 $192,515 0.0051%
Xxxxxxxxxx, Xxxx Xxxxx 154 $5,515 0.0001%
Xxxxxxxxx, Xxxxxx 35,032 $1,254,496 0.0336%
Xxxx, Xxxxx 75,344 $2,698,069 0.0722%
Carb, Xxxxx 1,793 $64,207 0.0017%
Xxxxxx, Xxxxxx 1,419 $50,814 0.0014%
Xxxxxxxx, Xxxxxx 8,106 $290,276 0.0078%
CHO Enterprises 5,364 $192,085 0.0051%
Xxxxxxx, Xxxxxxx 223 $7,986 0.0002%
Xxxxxxx, Xxxxxxx UGMA 0 $0 0.0000%
for Xxxxxxx Xxxxxxx 3,462 $123,974 0.0033%
Xxxxx, Xxx 3,364 $120,465 0.0032%
Xxxxxx, Xxxxxxx 83,226 $2,980,323 0.0797%
Xxxxxxx, Xxxxxxxxxx 962 $34,449 0.0009%
Xxxxxxxxx, Xxxxxxx 2,304 $82,506 0.0022%
Xxxxx, Xxx 104 $3,724 0.0001%
Field, Xxxxxx X. 1,680 $60,161 0.0016%
Xxxxx Xxxxxxxxx & Co. 4,045 $144,851 0.0039%
Xxxxxxx, Xxxx X. 3,364 $120,465 0.0032%
Xxxxxxxx, Xxxxxx 5,770 $206,624 0.0055%
Gershon, Estate of Xxxxxx 10,494 $375,790 0.0101%
Xxxx, Xxxxxx 333 $11,925 0.0003%
Xxxx, Xxxxxx 7,328 $262,416 0.0070%
Xxxx, Xxxxxx & Xxxxxx 748 $26,786 0.0007%
22
Class of Units
---------------------------------------------------------------------------------------------
Common Units
------------------------------------------------------------
A C D E Total Value Percentage Total Total Percentage
Common Common Common Units Value Interest
Units Units Units
--------------------------------------------------------------------------------------------
Gold, Frederica 414 414 $14,825 0.0005% 414 $14,825 0.0004%
Xxxxxxxx, Xxxxxxxx 932 932 $33,375 0.0010% 932 $33,375 0.0009%
Xxxxxxxx, Xxxxxxxx 916 916 $32,802 0.0010% 916 $32,802 0.0009%
Xxxxxxxx, Xxxxxxx 10,833 10,833 $387,930 0.0118% 10,833 $387,930 0.0104%
Xxxxxxxxxxx, Xxxxxxxx 22,045 22,045 $789,431 0.0240% 22,045 $789,431 0.0211%
Xxxxxxxxxxx, Xxxxxxx 10,752 10,752 $385,029 0.0117% 10,752 $385,029 0.0103%
Xxxxxxxxxxx, Xxxxxx 12,842 12,842 $459,872 0.0140% 12,842 $459,872 0.0123%
Xxxxxxxxxxx, C. Trust U/A/D 7/11/90 8,389 8,389 $300,410 0.0091% 8,389 $300,410 0.0080%
Xxxxxxxxxxx, Xxxxxxxx 92,454 92,454 $3,310,778 0.1007% 92,454 $3,310,778 0.0886%
Xxxxxxxxx, Xxxxxx 664 664 $23,778 0.0007% 664 $23,778 0.0006%
Xxxxxxxxx, Xxxxxxxx 3,830 3,830 $137,152 0.0042% 3,830 $137,152 0.0037%
Xxxxx Investors, L.P. 458,964 458,964 $16,435,501 0.4998% 458,964 $16,435,501 0.4396%
Xxxxx, Xxxxxxx 14,152 14,152 $506,783 0.0154% 14,152 $506,783 0.0136%
Xxxxx, Xxxxxxx 8,546 8,546 $306,032 0.0093% 8,546 $306,032 0.0082%
Xxxxxxxxx, Xxxxx X. 701 701 $25,103 0.0008% 701 $25,103 0.0007%
Xxxxx, Xxxxxx 6,724 6,724 $240,786 0.0073% 6,724 $240,786 0.0064%
Xxxxxxxxx, Xxxxxxx 688 688 $24,637 0.0007% 688 $24,637 0.0007%
X X Xxxxxxx trustee U/W 19,976 19,976 $715,341 0.0218% 19,976 $715,341 0.0191%
of X X Xxxxxxx
Xxxxxx, Xxxxxx 14,631 14,631 $523,936 0.0159% 14,631 $523,936 0.0140%
Harteveldt, Xxxxxx X. 5,128 5,128 $183,634 0.0056% 5,128 $183,634 0.0049%
Xxxxxx, Xxxxxxx X. 338 338 $12,104 0.0004% 338 $12,104 0.0003%
Xxxxxx, Xxxxxx 338 338 $12,104 0.0004% 338 $12,104 0.0003%
Hrusha, Xxxx 1,844 1,844 $66,034 0.0020% 1,844 $66,034 0.0018%
Xxxxxx, Xxxx Trust F/B/O 4,610 4,610 $165,084 0.0050% 4,610 $165,084 0.0044%
Xxxxxx, Estate of Xxxxx 11,334 11,334 $405,871 0.0123% 11,334 $405,871 0.0109%
INS Realty Associates 269,516 269,516 $9,651,368 0.2935% 269,516 $9,651,368 0.2581%
Xxxxxxxxx Co. 28,415 28,415 $1,017,541 0.0309% 28,415 $1,017,541 0.0272%
Xxxxx, Xxxxxxxxx 76 76 $2,722 0.0001% 76 $2,722 0.0001%
Xxxxx, Xxxxx 2,496 2,496 $89,382 0.0027% 2,496 $89,382 0.0024%
Xxxxxxx, Xxxxxx X. 338 338 $12,104 0.0004% 338 $12,104 0.0003%
Xxxxx, Xxxxx 3,364 3,364 $120,465 0.0037% 3,364 $120,465 0.0032%
Knatten Inc. 141,998 141,998 $5,084,948 0.1546% 141,998 $5,084,948 0.1360%
Xxxxxx, Xxxxxxxx 10,242 10,242 $366,766 0.0112% 10,242 $366,766 0.0098%
Xxxxxxxx, Xxxxxxx 576 576 $20,627 0.0006% 576 $20,627 0.0006%
Xxxxxxx, Xxxxxx 78 78 $2,793 0.0001% 78 $2,793 0.0001%
Xxxxxxx, Xxxxxx UGMA 0 $0 0.0000% 0 $0 0.0000%
for Xxxx Xxxxxxx 2,116 2,116 $75,774 0.0023% 2,116 $75,774 0.0027%
Xxxxxxx, Xxxxxx UGMA 0 $0 0.0000% 0 $0 0.0000%
for Xxxxxx Xxxxxxx 2,116 2,116 $75,774 0.0023% 2,116 $75,774 0.0020%
Xxxxx, Xxxxxx 0 0 $0 0.0000% 0 $0 0.0000%
Xxxxx, Xxxxxx 11,208 11,208 $401,358 0.0122% 11,208 $401,358 0.0107%
Xxxxx, Xxxxx as Custodian 0 $0 0.0000% 0 $0 0.0000%
for Xxxxxx Xxxxx 748 748 $26,786 0.0008% 748 $26,786 0.0007%
Xxxxxx, Xxxx 652 652 $23,348 0.0007% 652 $23,348 0.0006%
Xxxx, Xxxxx X. 1,606 151,046 152,652 $5,466,468 0.1662% 152,652 $5,466,468 0.1462%
Xxxx, Xxx 902 902 $32,301 0.0010% 902 $32,301 0.0009%
Xxxxxxx, Xxxxxxx 2,496 2,496 $89,382 0.0027% 2,496 $89,382 0.0024%
Xxxxxx, Xxxxxxx 4,660 4,660 $166,875 0.0051% 4,660 $166,875 0.0045%
Xxxxxx, Xxxxxx 4,660 4,660 $166,875 0.0051% 4,660 $166,875 0.0045%
Xxxx, Xxxxxx 3,364 3,364 $120,465 0.0037% 3,364 $120,465 0.0032%
Xxxx, Xxxxxxx 3,364 3,364 $120,465 0.0037% 3,364 $120,465 0.0032%
Xxxxxxxxx, Xxxxxx 414 414 $14,825 0.0005% 414 $14,825 0.0004%
XxXxx Partners 0 0 $0 0.0000% 0 $0 0.0000%
Xxxxxx, Xxxxxxxx 12,166 12,166 $435,664 0.0132% 12,166 $435,664 0.0117%
Xxxxxx, Xxxxxxx 1,532 1,532 $54,861 0.0017% 1,532 $54,861 0.0015%
Xxxxxxxxxx, Xxxxx 1,664 1,664 $59,588 0.0018% 1,664 $59,588 0.0016%
Xxxxxx, Xxxxx 2,244 2,244 $80,358 0.0024% 2,244 $80,358 0.0021%
M. Westport Associates 3,412 3,412 $122,184 0.0037% 3,412 $122,184 0.0033%
Maayan Partners 9,616 9,616 $344,349 0.0105% 9,616 $344,349 0.0092%
Xxxxxx, Xxxxxx 914 914 $32,730 0.0010% 914 $32,730 0.0009%
Xxxxxx, Xxxxxxx 76 76 $2,722 0.0001% 76 $2,722 0.0001%
Xxxxxxx, Xxxx 2,304 2,304 $82,506 0.0025% 2,304 $82,506 0.0022%
Xxxxx, Xxxxx 6,724 6,724 $240,786 0.0073% 6,724 $240,786 0.0064%
Xxxxx, Xxxxxxx 6,724 6,724 $240,786 0.0073% 6,724 $240,786 0.0064%
Xxxxxx, Xxxxxxx 13,162 13,162 $471,331 0.0143% 13,162 $471,331 0.0126%
Xxxxxx, Xxxxx 976 930 1,906 $68,254 0.0021% 1,906 $68,254 0.0018%
Xxxxxx, Xxxxx Trust 36 4,474 4,510 $161,503 0.0049% 4,510 $161,503 0.0043%
u/w/o Xxxx X. Xxxxxx
X.X. Xxxxxx & Xxxxx Xxxxxx, 0 $0 0.0000% 0 $0 0.0000%
Trustees of Trust "B"
u/w/o of Xxxxxx Xxxxxxxxxxx 10,256 10,256 $367,267 0.0112% 10,256 $367,267 0.0098%
Mil Equities 13,334 13,334 $477,491 0.0145% 13,334 $477,491 0.0128%
Xxxxx Group III, Inc. 17,641 17,641 $631,724 0.0192% 17,641 $631,724 0.0169%
Xxxxx Group IV, Inc. 126,979 126,979 $4,547,118 0.1383% 126,979 $4,547,118 0.1216%
Xxxxx, Xxxx 1,636 1,636 $58,585 0.0018% 1,636 $58,585 0.0016%
Xxxxx, Xxx 3,271 3,271 $117,135 0.0036% 3,271 $117,135 0.0031%
Nicardo Corporation 0 0 $0 0.0000% 0 $0 0.0000%
Xxxxxx, Xxxxxxxx 154 154 $5,515 0.0002% 154 $5,515 0.0001%
Xxxxxxxxx, Xxxxx X. 38,808 38,808 $1,389,714 0.0423% 38,808 $1,389,714 0.0372%
Xxxxxxxxx, Xxxx X. 38,802 38,802 $1,389,500 0.0423% 38,802 $1,389,500 0.0372%
23
------------------------------------------------------------------------------------------------------------------------------------
Series A Value Percentage Series B-1 Value Percentage Series B-2 Value Percentage
Preferred of of Preferred of of Preferred of of
Units Series A Series A Units Series B-1 Series B-1 Units Series B-2 Series B-2
------------------------------------------------------------------------------------------------------------------------------------
Xxxxxxxxx, Xxxxx
Xxxxxxxxxxx, Xxxxxx X.
Xxxxxxxxxxx, Xxxxxxx
Xxxxxx, Xxxxxxx X.
Xxxxxxxx, Family Trust UWO Xxxxx
Xxxxxxxx, Xxxxxxxx
Xxxxxxxx, Xxxx
Xxxxxxxx, Estate of Xxxx X.
Xxxx Partners X.X.
Xxxxxxxx Revocable Trust, 12/12/75
RCAY X.X.
Xxxxxxxx, Xxxxxxx
Xxxxxxxx, Xxxx
Xxxxxxx, H. Xxxxxxx
Xxxxx, Xxxx
Xxxxx, Xxxxxx
Xxxxxxxxx, Xxxx
Xxxxxxxxx, Revocable Living
Trust of Xxxx
Xxxxxxxxxx, Xxxxxxx
Xxxxxxxxx, Xxxxxx
Xxxxx, Xxxxxx X.
Xxxxx, Xxxxxx
Xxxxxxxx, Xxxx
Xxxx, Xxxxxx
Xxxxxxx, Xxxxxx
Xxxxxxxx, Trust FBO Xxxxxx
UWO Xxxxxxx Xxxxxxxx
Xxxxxxxx, Trust FBO Xxxxxx
UWO Xxxxx Xxxxxxxx
Xxxxxxxx, Trust FBO Xxxxxxxx
UWO Xxxxxxx Xxxxxxxx
Xxxxxxxx, Trust FBO Xxxxxxxx
UWO Xxxxx Xxxxxxxx
Xxxxxxx, Xxxxxx
Xxxxxxx, Xxxxxx X.
Xxxxxxx, Xxxxxx X.
Xxxxxx, Xxxxxx
Xxxxxx, Xxxxxx X. & Hanina
Xxxxxx, Xxxxxx & Hanina
Trustees UTA 6/8/94
Shasha, Xxxxxx X.
Xxxxxx-Xxxxxxxx, Xxxxxx
Xxxxxxxx Family Partners, L.P.
Shine, Xxxxxxx
Xxxxxxxxxxx, Xxxx X.
Xxxxxxx, Xxxxxx X.
Xxxxxx, Xxxxxx
Xxxx, Xxxxx
Xxxxxx, Estate of Xxxxxx X.
Xxxxxxx, Xxxxxxx Xxxxx
Xxxxxxx, Xxxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxx
Xxxxxxxxxx, Xxxxxxx
Xxxxxxxxx Living Trust
Xxxxx, Trust U/W/O Xxxxxxx
Xxxx, Xxxxx
Xxxx, Xxxxx
Xxxxxxxx, Xxxxxx
Xxxxxxxx, Xxxx
---------------------------------- ----------------------------- -----------------------------
TOTAL 5,789,239 $296,061,682 100.0000% 899,566 $44,978,300 100.00% 449,783 $22,489,150 100.00%
---------------------------------- ----------------------------- -----------------------------
24
Class of Units
------------------------------------------------------------------------------------------------------------------
Series C-1 Value Percentage Series D-1 Value Percentage
Preferred of of Preferred of of
Units Series C-1 Series C-1 Units Series D-1 Series D-1
------------------------------------------------------------------------------------------------------------------
Xxxxxxxxx, Xxxxx
Xxxxxxxxxxx, Xxxxxx X.
Xxxxxxxxxxx, Xxxxxxx
Xxxxxx, Xxxxxxx X.
Xxxxxxxx, Family Trust
UWO Xxxxx
Xxxxxxxx, Xxxxxxxx
Xxxxxxxx, Xxxx
Xxxxxxxx, Estate of Xxxx X.
Xxxx Partners X.X.
Xxxxxxxx Revocable Trust,
12/12/75
RCAY X.X.
Xxxxxxxx, Xxxxxxx
Xxxxxxxx, Xxxx
Xxxxxxx, H. Xxxxxxx
Xxxxx, Xxxx
Xxxxx, Xxxxxx
Xxxxxxxxx, Xxxx
Xxxxxxxxx, Revocable
Living Trust of Xxxx
Xxxxxxxxxx, Xxxxxxx
Xxxxxxxxx, Xxxxxx
Xxxxx, Xxxxxx X.
Xxxxx, Xxxxxx
Xxxxxxxx, Xxxx
Xxxx, Xxxxxx
Xxxxxxx, Xxxxxx
Xxxxxxxx, Trust FBO Xxxxxx
UWO Xxxxxxx Xxxxxxxx
Xxxxxxxx, Trust FBO Xxxxxx
UWO Xxxxx Xxxxxxxx
Xxxxxxxx, Trust FBO
Xxxxxxxx UWO Xxxxxxx
Xxxxxxxx
Xxxxxxxx, Trust FBO
Xxxxxxxx UWO
Xxxxx Xxxxxxxx
Xxxxxxx, Xxxxxx
Xxxxxxx, Xxxxxx X.
Xxxxxxx, Xxxxxx X.
Xxxxxx, Xxxxxx
Xxxxxx, Xxxxxx X. & Hanina
Xxxxxx, Xxxxxx & Hanina
Trustees UTA 6/8/94
Shasha, Xxxxxx X.
Xxxxxx-Xxxxxxxx, Xxxxxx
Xxxxxxxx Family
Partners, L.P.
Shine, Xxxxxxx
Xxxxxxxxxxx, Xxxx X.
Xxxxxxx, Xxxxxx X.
Xxxxxx, Xxxxxx
Xxxx, Xxxxx
Xxxxxx, Estate of Xxxxxx X.
Xxxxxxx, Xxxxxxx Xxxxx
Xxxxxxx, Xxxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxx
Xxxxxxxxxx, Xxxxxxx
Xxxxxxxxx Living Trust
Xxxxx, Trust U/W/O Xxxxxxx
Xxxx, Xxxxx
Xxxx, Xxxxx
Xxxxxxxx, Xxxxxx
Xxxxxxxx, Xxxx
---------------------------------- ----------------------------------
TOTAL 747,912 $26,782,729 100.00% 2,400,000 $60,000,000 100.00%
---------------------------------- ----------------------------------
25
Class of Units
-----------------------------------------------------------------------
Common Units
---------------------------------
A C D
-----------------------------------------------------------------------
Xxxxxxxxx, Xxxxx 4,610
Xxxxxxxxxxx, Xxxxxx X. 338
Xxxxxxxxxxx, Xxxxxxx 338
Xxxxxx, Xxxxxxx X. 30,180
Xxxxxxxx, Family Trust UWO Xxxxx 0
Xxxxxxxx, Xxxxxxxx 3,364
Xxxxxxxx, Xxxx 3,364
Xxxxxxxx, Estate of Xxxx X. 0
Plum Partners L.P. 0
Prentice Revocable Trust, 12/12/75 2,601
RCAY S.A.
Xxxxxxxx, Xxxxxxx 5,400
Xxxxxxxx, Xxxx 4,888
Xxxxxxx, X. Xxxxxxx 39,426
Xxxxx, Xxxx 3,364
Xxxxx, Xxxxxx 1,844
Xxxxxxxxx, Xxxx 576
Rosenheim, Revocable Living
Trust of Xxxx 1,124
Xxxxxxxxxx, Xxxxxxx 3,744
Xxxxxxxxx, Xxxxxx 460
Xxxxx, Xxxxxx X. 3,364
Xxxxx, Xxxxxx 1,844
Xxxxxxxx, Xxxx 1,844
Xxxx, Xxxxxx 20,196
Xxxxxxx, Xxxxxx 988
Xxxxxxxx, Trust FBO Xxxxxx
UWO Xxxxxxx Xxxxxxxx 4,278
Xxxxxxxx, Trust FBO Xxxxxx
UWO Xxxxx Xxxxxxxx 256
Xxxxxxxx, Trust FBO Xxxxxxxx
UWO Xxxxxxx Xxxxxxxx 4,278
Xxxxxxxx, Trust FBO Xxxxxxxx
UWO Xxxxx Xxxxxxxx 256
Xxxxxxx, Xxxxxx 932
Xxxxxxx, Xxxxxx X. 336
Xxxxxxx, Xxxxxx X. 3,364
Xxxxxx, Xxxxxx 5,770
Shasha, Xxxxxx X. & Hanina 7,484
Xxxxxx, Xxxxxx & Hanina
Trustees UTA 6/8/94 13,676
Shasha, Xxxxxx X. 1,710
Xxxxxx-Xxxxxxxx, Xxxxxx 3,418
Sheridan Family Partners, L.P. 15,944
Xxxxx, Xxxxxxx 2,766
Xxxxxxxxxxx, Xxxx X. 75,140
Xxxxxxx, Xxxxxx X. 19,976
Xxxxxx, Xxxxxx 3,364
Xxxx, Xxxxx 52,938
Slaner, Estate of Xxxxxx X. 34,958
Xxxxxxx, Xxxxxxx Xxxxx 1,124
Xxxxxxx, Xxxxxxx Xxxxxx 1,124
Xxxxxxxxxx, Xxxxxxx 912
Xxxxxxxxxx, Xxxxxxx 76
Xxxxxxxxx Living Trust 3,364
Xxxxx, Trust U/W/O Xxxxxxx 3,364
Xxxx, Xxxxx 1,332
Xxxx, Xxxxx 77,458
Xxxxxxxx, Xxxxxx 664
Xxxxxxxx, Xxxx 2,244
---------------------------------
TOTAL 86,956,158 3,534,098 1,340,011
---------------------------------
26
Total Value Percentage
Common Common Common Total Total Percentage
E Units Units Units Units Value Interest
--------------------------------------------------------------------------------------------------------------------------------
Xxxxxxxxx, Xxxxx 4,610 $165,084 0.0050% 4,610 $165,084 0.0044%
Xxxxxxxxxxx, Xxxxxx X. 338 $12,104 0.0004% 338 $12,104 0.0003%
Xxxxxxxxxxx, Xxxxxxx 000 $12,104 0.0004% 338 $12,104 0.0003%
Xxxxxx, Xxxxxxx X. 30,180 $1,080,746 0.0329% 30,180 $1,080,746 0.0289%
Xxxxxxxx, Family Trust UWO Xxxxx 0 $0 0.0000% 0 $0 0.0000%
Xxxxxxxx, Xxxxxxxx 3,364 $120,465 0.0037% 3,364 $120,465 0.0032%
Xxxxxxxx, Xxxx 3,364 $120,465 0.0037% 3,364 $120,465 0.0032%
Xxxxxxxx, Estate of Xxxx X. 0 $0 0.0000% 0 $0 0.0000%
Plum Partners L.P. 0 $0 0.0000% 0 $0 0.0000%
Prentice Revocable Trust, 12/12/75 2,601 $93,142 0.0028% 2,601 $93,142 0.0025%
RCAY S.A. 0 0 $0 0.0000% 0 $0 0.0000%
Xxxxxxxx, Xxxxxxx 5,400 $193,374 0.0059% 5,400 $193,374 0.0052%
Xxxxxxxx, Xxxx 4,888 $175,039 0.0053% 4,888 $175,039 0.0004%
Xxxxxxx, X. Xxxxxxx 39,426 $1,411,845 0.0429% 39,426 $1,411,845 0.0378%
Xxxxx, Xxxx 3,364 $120,465 0.0037% 3,364 $120,465 0.0032%
Xxxxx, Xxxxxx 1,844 $66,034 0.0020% 1,844 $66,034 0.0018%
Xxxxxxxxx, Xxxx 576 $20,627 0.0006% 576 $20,627 0.0006%
Rosenheim, Revocable Living 0 $0 0.0000% 0 $0 0.0000%
Trust of Xxxx 1,124 $40,250 0.0012% 1,124 $40,250 0.0011%
Xxxxxxxxxx, Xxxxxxx 3,744 $134,073 0.0041% 3,744 $134,073 0.0036%
Xxxxxxxxx, Xxxxxx 460 $16,473 0.0005% 460 $16,473 0.0004%
Xxxxx, Xxxxxx X. 3,364 $120,465 0.0037% 3,364 $120,465 0.0032%
Xxxxx, Xxxxxx 1,844 $66,034 0.0020% 1,844 $66,034 0.0018%
Xxxxxxxx, Xxxx 1,844 $66,034 0.0020% 1,844 $66,034 0.0018%
Xxxx, Xxxxxx 20,196 $723,219 0.0220% 20,196 $723,219 0.0193%
Xxxxxxx, Xxxxxx 988 $35,380 0.0011% 988 $35,380 0.0009%
Xxxxxxxx, Trust FBO Xxxxxx 0 $0 0.0000% 0 $0 0.0000%
UWO Xxxxxxx Xxxxxxxx 4,278 $153,195 0.0047% 4,278 $153,195 0.0041%
Xxxxxxxx, Trust FBO Xxxxxx 0 $0 0.0000% 0 $0 0.0000%
UWO Xxxxx Xxxxxxxx 256 $9,167 0.0003% 256 $9,167 0.0002%
Xxxxxxxx, Trust FBO Xxxxxxxx 0 $0 0.0000% 0 $0 0.0000%
UWO Xxxxxxx Xxxxxxxx 4,278 $153,195 0.0047% 4,278 $153,195 0.0041%
Xxxxxxxx, Trust FBO Xxxxxxxx 0 $0 0.0000% 0 $0 0.0000%
UWO Xxxxx Xxxxxxxx 256 $9,167 0.0003% 256 $9,167 0.0002%
Xxxxxxx, Xxxxxx 932 $33,375 0.0010% 932 $33,375 0.0009%
Xxxxxxx, Xxxxxx X. 336 $12,032 0.0004% 336 $12,032 0.0003%
Xxxxxxx, Xxxxxx X. 3,364 $120,465 0.0037% 3,364 $120,465 0.0032%
Xxxxxx, Xxxxxx 5,770 $206,624 0.0063% 5,770 $206,624 0.0055%
Shasha, Xxxxxx X. & Hanina 7,484 $268,002 0.0081% 7,484 $268,002 0.0072%
Xxxxxx, Xxxxxx & Hanina 0 $0 0.0000% 0 $0 0.0000%
Trustees UTA 6/8/94 13,676 $489,738 0.0149% 13,676 $489,738 0.0131%
Shasha, Xxxxxx X. 1,710 $61,235 0.0019% 1,710 $61,235 0.0016%
Xxxxxx-Xxxxxxxx, Xxxxxx 3,418 $122,399 0.0037% 3,418 $122,399 0.0033%
Sheridan Family Partners, L.P. 15,944 $570,955 0.0174% 15,944 $570,955 0.0153%
Xxxxx, Xxxxxxx 2,766 $99,050 0.0030% 2,766 $99,050 0.0026%
Xxxxxxxxxxx, Xxxx X. 75,140 $2,690,763 0.0818% 75,140 $2,690,763 0.0720%
Xxxxxxx, Xxxxxx X. 19,976 $715,341 0.0218% 19,976 $715,341 0.0191%
Xxxxxx, Xxxxxx 3,364 $120,465 0.0037% 3,364 $120,465 0.0032%
Xxxx, Xxxxx 52,938 $1,895,710 0.0576% 52,938 $1,895,710 0.0507%
Slaner, Estate of Xxxxxx X. 34,958 $1,251,846 0.0381% 34,958 $1,251,846 0.0335%
Xxxxxxx, Xxxxxxx Xxxxx 1,124 $40,250 0.0012% 1,124 $40,250 0.0011%
Xxxxxxx, Xxxxxxx Xxxxxx 1,124 $40,250 0.0012% 1,124 $40,250 0.0011%
Xxxxxxxxxx, Xxxxxxx 912 $32,659 0.0010% 912 $32,659 0.0009%
Xxxxxxxxxx, Xxxxxxx 76 $2,722 0.0001% 76 $2,722 0.0001%
Xxxxxxxxx Living Trust 3,364 $120,465 0.0037% 3,364 $120,465 0.0032%
Xxxxx, Trust U/W/O Xxxxxxx 3,364 $120,465 0.0037% 3,364 $120,465 0.0032%
Xxxx, Xxxxx 1,332 $47,699 0.0015% 1,332 $47,699 0.0013%
Xxxx, Xxxxx 77,458 $2,773,771 0.0843% 77,458 $2,773,771 0.0742%
Xxxxxxxx, Xxxxxx 664 $23,778 0.0007% 664 $23,778 0.0006%
Xxxxxxxx, Xxxx 2,244 $80,358 0.0024% 2,244 $80,358 0.0021%
------------------------------------------------ ----------- -------------- ---------
TOTAL 0 91,830,267 3,288,441,861 100.0000% 102,116,767 $3,738,753,722 100.0000%
----------------------------------------------- ----------- -------------- ---------
(1) Directly and through the following subsidiaries: Vornado Finance Corp.,
Vornado Investments Corporation, 40 East 14 Realty Associates General
Partnership, 000 Xxxxxxx Xxxxxx Holding Corporation, Menands Holding
Corporation, and Two Guys From Harrison, N.Y., Inc.
(2) Pledged. (See Section 11.3.F of the Operating Partnership Agreement.)
Common Units
------------
Vornado 85,068,377
Original Mendik Partners 4,865,790
Xxxxxxx Partners 1,065,722
Freezer Services Partners 144,620
Westport Partners 8,319
000 Xxxxxxxx Partner 458,964
20 Broad Partners 16,064
High Point Partners 202,411
----------
91,830,267
==========
