1
Exhibit 3.2
THIRD
AMENDMENT
TO
SECOND AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
VORNADO REALTY L.P.
---------------------------------------------
Dated as of November 12, 1998
---------------------------------------------
THIS THIRD AMENDMENT TO THE SECOND AMENDED AND RESTATED AGREEMENT OF
LIMITED PARTNERSHIP OF VORNADO REALTY L.P. (this "Amendment"), dated as of
November 12, 1998, 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, 1998 (as so 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;
WHEREAS, as of April 15, 1997, the General Partner, certain 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
2
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 of
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 Joseph
P. Kennedy 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, as of the date hereof, the Partnership entered into a Private
Placement Purchase Agreement with Greene Street 1998 Exchange Fund, L.P., a
Delaware limited partnership ("Greene Street"), pursuant to which the
Partnership agreed to issue to Greene Street Partnership Units of a newly
created series to be designated by the Partnership as "Series D-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 D-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
-2-
3
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 J, 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:
"H. Issuance of Series D-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 D-1 Preferred Units". Series D-1 Preferred Units shall have the
terms set forth in Exhibit J attached hereto and made part hereof."
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 J 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:
"H. Series D-1 Preferred Unit Exception. Section 8.6.A of this
Agreement shall not apply to any Partnership Unit designated as a
Series D-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.
-3-
4
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/ Irwin Goldberg
-----------------------------------------
Name: Irwin Goldberg
Title: Vice President and Chief Financial
Officer
-4-
5
Attachment 1
EXHIBIT J
DESIGNATION OF THE PREFERENCES,
VOTING POWERS, RESTRICTIONS,
LIMITATIONS AS TO DISTRIBUTIONS, QUALIFICATIONS AND TERMS
AND CONDITIONS OF REDEMPTION
OF THE
SERIES D-1 PREFERRED UNITS
1. Definitions.
In addition to those terms defined in the Agreement, the
following definitions shall be for all purposes, unless otherwise clearly
indicated to the contrary, applied to the terms used in the Agreement and this
Exhibit J:
"Annual Distribution Rate" shall have the meaning set forth in
Section 2.B(i) hereof.
"Board of Trustees" shall mean the Board of Trustees of the
General Partner or any committee authorized by such Board of Trustees to perform
any of its responsibilities with respect to the Series D-1 Preferred Shares.
"Common Shares" shall mean the common shares of beneficial
interest of the General Partner, par value $.04 per share.
"Distribution Payment Date" shall mean the first calendar day
of January, April, July and October, in each year, commencing on January 1,
1999; 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, which shall
commence on November 12, 1998 and end on and include December 31, 1998).
6
"Dividend Payment Date" shall mean a dividend payment date
with respect to the Series D-1 Preferred Shares.
"Redemption Date" shall have the meaning set forth in Section
2.D(iii) hereof.
"Series D-1 Effective Date" shall be the sooner of: (w)
November 12, 2008, (x) the first Business Day following any period in which the
Partnership has failed to make full distributions in respect of the Series D-1
Preferred Units for six (6) Distribution Periods, whether or not consecutive,
(y) the first Business Day following the receipt by the holder of the Series D-1
Preferred Units of (A) notice from the General Partner that the General Partner
or the Partnership has taken the position that the Partnership is or likely is a
publicly-traded partnership within the meaning of Section 7704 of the Code or
any successor provision thereof (a "PTP") or (B) an opinion rendered by
independent counsel familiar with such matters addressed to the holder of Series
D-1 Preferred Units that the Partnership is or likely is a PTP, and (z) the
first Business Day following the date on which Greene Street 1998 Exchange Fund,
L.P. ("Greene Street") determines, based on results or projected results, that
there exists (in Greene Street's reasonable judgment) an imminent and
substantial risk that the Series D-1 Preferred Units held by Greene Street
represent or will represent 19.5% or more of the total profits or capital
interests in the Partnership for a taxable year (determined in accordance with
Treasury Regulations Section 1.731-2(e)(4)).
"Series D-1 Notice of Redemption" shall have the meaning set
forth in Section 2.E(i)(a) hereof.
"Series D-1 Preferred Shares" means the shares of beneficial
interest of the General Partner Entity designated as Series D-1 8.5% Cumulative
Redeemable Preferred Shares of Beneficial Interest, no par value, having the
rights and preferences and other terms set forth in Schedule 1 to this Exhibit
J.
"Series D-1 Preferred Unit" means a Partnership Unit issued by
the Partnership having the preferences, voting powers, restrictions, limitations
as to distributions, qualifications and terms and conditions of redemption as
are set forth in this Exhibit J.
"Series D-1 Redeeming Partner" shall have the meaning set
forth in Section 2.E(i)(a) hereof.
"Series D-1 Redemption Right" shall have the meaning set forth
in Section 2.E(i)(a) hereof.
7
"Series D-1 Specified Redemption Date" shall mean the sixtieth
Business Day after receipt by the General Partner of a Series D-1 Notice of
Redemption in respect of the Series D-1 Units; provided, however, that the
Series D-1 Specified Redemption Date shall mean the tenth Business Day after
receipt by the General Partner of a Series D-1 Notice of Redemption delivered
in respect of a redemption described in Treas. Reg. Section 1.7704-1(e).
"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 (as defined below) or any class or
series of Partnership Units ranking on a parity with the Series D-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 the Series D-1 Preferred Units shall
mean placing such funds in a separate account or delivering such funds to a
disbursing, paying or other similar agent.
"Third Party Redemption Date" shall have the meaning set forth
in Section 2.D(ii) hereof.
"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 D-1 Preferred Units.
A. Number. As of the close of business on the date hereof, the
total number of Series D-1 Preferred Units issued and outstanding will be up to
2,400,000. The Partnership may issue additional Series D-1 Preferred Units from
time to time in accordance with the terms of the Agreement and, in connection
with any such additional issuance, Exhibit A to the Agreement shall be revised
to reflect the total number of Series D-1 Preferred Units then issued and
outstanding.
B. Distributions. (i) The holders of the then outstanding
Series D-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 $2.125 per Series D-1 Preferred Unit (the "Annual Distribution Rate").
Such distributions with respect to each
-3-
8
Series D-1 Preferred Unit shall be cumulative from the date of issuance of such
Series D-1 Preferred Unit and shall be payable quarterly, when, as and if
authorized and declared by the General Partner, in arrears on Distribution
Payment Dates, commencing on the first Distribution Payment Date after November
12, 1998. Distributions are cumulative from the most recent Distribution Payment
Date to which distributions have been paid. Accumulated and unpaid distributions
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 D-1 Preferred Units (other than the initial
Distribution Period) 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 D-1 Preferred Units shall be computed on the basis of twelve
30-day months and a 360-day year. The holders of the then outstanding Series D-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 the Series D-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 D-1 Preferred Units that may be in arrears.
(iii) So long as any Series D-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 (as defined below) 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 D-1 Preferred Units for all Distribution Periods terminating on or
prior to the distribution payment date on such class or series of Parity Units.
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 D-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 D-1
Preferred Units and such Parity Units.
(iv) So long as any Series D-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
-4-
9
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 D-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 D-1 Preferred Units and all past
distribution periods with respect to such Parity Units 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 D-1 Preferred Units and
any Parity Units.
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, the holder of the Series D-1 Preferred Units shall be entitled to
receive an amount equal to the holder's Capital Account in respect of those
Series D-1 Preferred Units; but the holders of Series D-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 Series
D-1 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 such
Series D-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 D-1 Preferred Units and any such other Parity Units if all amounts
payable thereon were paid in full. For the purposes of this Section 2.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 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 D-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 D-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 holder of the Series D-1
Preferred Units shall not be entitled to share therein.
-5-
10
D. The Partnership's Right to Redeem the Series D-1 Preferred
Units. (i) Except in connection with the redemption of the Series D-1 Preferred
Shares by the General Partner as permitted by Article VI of the Declaration of
Trust or as set forth in Section E below, the Series D-1 Preferred Units shall
not be redeemable prior to November 12, 2003. On and after November 12, 2003,
the General Partner may, at its option, cause the Partnership to redeem the
Series D-1 Preferred Units in whole or in part, as set forth herein, subject to
the provisions described below, at a redemption price, payable in cash, in an
amount equal to $25 per unit for the Series D-1 Preferred Units being redeemed.
Upon any such redemption, the Partnership shall also pay any accumulated and
unpaid distributions owing in respect of the Series D-1 Preferred Units being
redeemed.
(ii) Such Series D-1 Preferred Units as are not held by the
General Partner may be redeemed by the Partnership on or after November 12,
2003, in whole or in part, at any time or from time to time, upon not less than
30 nor more than 60 days' written notice. If fewer than all of the outstanding
Series D-1 Preferred Units that are not held by the General Partner are to be
redeemed, the Series D-1 Preferred Units to be redeemed from each holder (other
than the General Partner) shall be selected pro rata (as nearly as practicable
without creating fractional units). Any notice of redemption delivered pursuant
to this Section D(ii) will be (i) faxed and (ii) mailed by the Partnership, by
certified mail, postage prepaid, not less than 30 nor more than 60 days prior to
the date upon which such redemption is to occur (the "Third Party Redemption
Date"), addressed to each holder of record of the Series D-1 Preferred Units at
their respective addresses as they appear on the records of the Partnership. No
failure to give or defect in such notice shall affect the validity of the
proceedings for the redemption of any Series D-1 Preferred Units. In addition to
any information required by law, each such notice shall state: (a) the Third
Party Redemption Date, (b) the amount payable per Series D-1 Preferred Unit upon
redemption, including the Redemption Price and any amount payable pursuant to
Section D(iv) hereof, (c) the aggregate number of Series D-1 Preferred Units to
be redeemed and, if fewer than all of the outstanding Series D-1 Preferred Units
are to be redeemed, the number of Series D-1 Preferred Units to be redeemed held
by such holder, which number shall equal such holder's pro rata share (based on
the percentage of the aggregate number of outstanding Series D-1 Preferred Units
not held by the General Partner that the total number of Series D-1 Preferred
Units held by such holder represents and determined as nearly as practicable
without creating fractional interests) of the aggregate number of Series D-1
Preferred Units to be redeemed, (d) the place or places where such Series D-1
Preferred Units are to be surrendered for payment of the amount payable upon
redemption and (e) that payment of such amount will be made upon presentation
and surrender of such Series D-1 Preferred Units. If the Partnership gives a
notice of redemption in respect of Series D-1 Preferred Units pursuant to this
Section D(ii), then, by 12:00 noon, New York City time, on the Third Party
Redemption Date, the Partnership will deposit irrevocably in trust for the
benefit of the holders of Series D-1
-6-
11
Preferred Units being redeemed funds sufficient to pay the applicable amount
payable with respect to such Series D-1 Preferred Units and will give
irrevocable instructions and authority to pay such amount to the holders of the
Series D-1 Preferred Units upon surrender of the Series D-1 Preferred Units by
such holders at the place designated in the notice of redemption.
(iii) Such Series D-1 Preferred Units as may be held by the
General Partner may be redeemed, in whole or in part, at the option of the
General Partner, at any time, upon payment by the Partnership to the General
Partner of the Redemption Price and any amount payable pursuant to Section D(iv)
hereof with respect to such Series D-1 Preferred Units; provided that the
General Partner shall redeem an equivalent number of Series D-1 Preferred
Shares. Such redemption of Series D-1 Preferred Units shall occur substantially
concurrently with the redemption by the General Partner of such Series D-1
Preferred Shares (such date is herein referred to collectively with the Third
Party Redemption Date as the "Redemption Date").
(iv) Upon any redemption of Series D-1 Preferred Units, the
Partnership shall pay any accumulated and unpaid distributions for any
Distribution Period, or any other period shorter than a full Distribution
Period, ending on or prior to the Redemption Date. On and after the Redemption
Date, distributions will cease to accumulate on the Series D-1 Preferred Units
called for redemption, unless the Partnership defaults in payment therefor. If
any date fixed for redemption of Series D-1 Preferred Units is not a Business
Day, then payment of the redemption price payable on such date will be made on
the next succeeding day that is a Business Day (and without any interest or
other payment in respect of any such delay) except that, if such Business Day
falls in the next calendar year, such payment will be made on the immediately
preceding Business Day, in each case with the same force and effect as if made
on such date fixed for redemption. If payment of the Redemption Price is
improperly withheld or refused and not paid by the Partnership, distributions on
such Series D-1 Preferred Units will continue to accumulate from the original
redemption date to the date of payment, in which case the actual payment date
will be considered the date fixed for redemption for purposes of calculating the
applicable Redemption Price. Except as provided above, the Partnership shall
make no payment or allowance for unpaid distributions, whether or not in
arrears, on Series D-1 Preferred Units called for redemption under this Section
2.D.
(v) If full cumulative distributions on the Series D-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 in
connection with a purchase, redemption or other acquisition of Series D-1
Preferred Shares or shares of beneficial interest ranking on a parity with such
Series D-1 Preferred Shares as permitted under Article VI of the Declaration of
Trust, the Series D-1 Preferred Units may not be redeemed in part and the
-7-
12
Partnership may not purchase, redeem or otherwise acquire Series D-1 Preferred
Units or any Parity Units other than in exchange for Junior Units.
As promptly as practicable after the surrender of any such
Series D-1 Preferred Units so redeemed, such Series D-1 Preferred Units shall be
exchanged for the amount of cash (without interest thereon) payable therefore
pursuant to Section 2.D(i). If fewer than all the Series D-1 Preferred Units
represented by any physical certificate are redeemed, then new certificates
representing the unredeemed Series D-1 Preferred Units shall be issued without
cost to the holder thereof.
E. Series D-1 Preferred Unit Holder Redemption Right.
(i) General. (a) Subject to paragraphs (ii) and (iii) below,
on or after the Series D-1 Effective Date, the holder of the Series D-1
Preferred Units shall have the right (the "Series D-1 Redemption Right") to
require the Partnership to redeem such Series D-1 Preferred Units on a Series
D-1 Specified Redemption Date in cash at a redemption price equal to $25 per
unit for the Series D-1 Preferred Units being redeemed. Upon such redemption the
Partnership shall also pay any accumulated and unpaid distributions for the
Series D-1 Preferred Units being redeemed. Any such Series D-1 Redemption Right
shall be exercised pursuant to notice of redemption comparable to the Notice of
Redemption required under Section 8.6 of the Agreement (a "Series D-1 Notice of
Redemption") delivered to the Partnership (with a copy to the General Partner)
by the Limited Partner who is exercising the Series D-1 Redemption Right (the
"Series D-1 Redeeming Partner"). Except in the event of the occurrence of the
circumstance described in clause (z) of the definition of "Series D-1 Effective
Date", the holder(s) of the Series D-1 Preferred Units may only exercise the
Series D-1 Redemption Right in respect of all Series D-1 Preferred Units issued
and outstanding on the date of the applicable Series D-1 Redemption Notice. In
addition, any redemption pursuant to the Series D-1 Redemption Right shall be
subject to all of the provisions of the Agreement governing redemptions under
Section 8.6 of the Agreement as if it were a redemption under that section,
except as otherwise provided herein.
(b) The Series D-1 Redeeming Partner shall have no right with
respect to any Series D-1 Preferred Units so redeemed to receive any
distributions paid after the Series D-1 Specified Redemption Date. If the record
date for such distribution was a date prior to the Series D-1 Specified
Redemption Date and the Distribution Payment Date in respect of such
distribution was a date after the Series D-1 Specified Redemption Date, such
Series D-1 Redeeming Partner shall be required, as a condition of the redemption
of such Series D-1 Preferred Units, to pay the amount of such distribution to
the Partnership (if such Series D-1 Preferred Units are redeemed for cash) or to
the General Partner (if such Series D-1 Preferred Units are redeemed for Series
D-1 Preferred Shares).
-8-
13
(c) The Assignee of any Limited Partner may exercise the
rights of such Limited Partner pursuant to this Section 2.E, and such Limited
Partner shall be deemed to have assigned such rights to such Assignee and shall
be bound by the exercise of such rights by such Limited Partner's Assignee. In
connection with any exercise of the such rights by such Assignee on behalf of
such Limited Partner, the redemption price and any accumulated and unpaid
distributions shall be paid by the Partnership directly to such Assignee and not
to such Limited Partner.
(ii) General Partner Assumption of Right. (a) If the holder of
the Series D-1 Preferred Units has delivered a Series D-1 Notice of Redemption,
the General Partner may, in its sole and absolute discretion (subject to any
limitations on ownership and transfer of Shares set forth in the Declaration of
Trust), elect to assume directly and satisfy the Series D-1 Redemption Right by
paying to the Redeeming Partner either (x) the redemption price required in
Section 2.E(i)(a) above plus any accumulated and unpaid distributions on the
Series D-1 Preferred Units being redeemed or (y) in the form of Series D-1
Preferred Shares in the Trust, as set forth in paragraph (b) below. Unless the
General Partner, in its sole and absolute discretion, shall exercise its right
to assume directly and satisfy the Series D-1 Redemption Right, the General
Partner shall not have any obligation to the Redeeming Partner or to the
Partnership with respect to the Redeeming Partner's exercise of the Series D-1
Redemption Right. In the event the General Partner shall exercise its right to
satisfy the Series D-1 Redemption Right in the manner described in the first
sentence of this paragraph (ii) and shall fully perform its obligations in
connection therewith, the Partnership shall have no right or obligation to pay
any amount to the Redeeming Partner with respect to such Redeeming Partner's
exercise of the Series D-1 Redemption Right, and each of the Redeeming Partner,
the Partnership and the General Partner shall, for federal income tax purposes,
treat the transaction between the General Partner and the Redeeming Partner as a
sale of the Redeeming Partner's Partnership Units to the General Partner.
Nothing contained in this paragraph (ii) shall imply any right of the General
Partner to require any holder of Series D-1 Preferred Units to exercise the
Series D-1 Redemption Right afforded pursuant to paragraph (i) above.
(b) In the event that the General Partner determines to pay
the Redeeming Partner in the form of Series D-1 Preferred Shares, the General
Partner shall issue to the Series D-1 Redeeming Partner one Series D-1 Preferred
Share for each Series D-1 Preferred Unit being redeemed (subject to modification
as set forth in paragraph (c) below), whereupon the General Partner shall
acquire the Series D-1 Preferred Units offered for redemption by the Series D-1
Redeeming Partner and shall be treated for all purposes of the Agreement as the
owner of such Series D-1 Preferred Units. Any accumulated and unpaid
distributions on such Series D-1 Preferred Units to the date of such redemption
shall also be deemed to have accumulated on the Series D-1 Preferred
-9-
14
Shares paid to the Series D-1 Redeeming Partner in consideration of such Series
D-1 Preferred Units at the time of the issuance of such Series D-1 Preferred
Shares.
(c) In the event that there shall be outstanding at any time
both Series D-1 Preferred Shares and Series D-1 Preferred Units and the General
Partner shall be a party to any transaction (including, without limitation, a
merger, consolidation or statutory share exchange with respect to the Series D-1
Preferred Shares), in each case as a result of which the Series D-1 Preferred
Shares are converted into the right to receive shares of capital stock, other
securities or other property (including cash or any combination thereof),
thereafter the redemption price payable by the General Partner in respect of one
Series D-1 Preferred Unit shall be the kind and amount of shares of capital
stock and other securities and property (including cash or any combination
thereof) that was received upon consummation of such transaction in return for
one Series D-1 Preferred Share; and the General Partner may not become a party
to any such transaction unless the terms thereof are consistent with the
foregoing. In case there shall be outstanding Series D-1 Preferred Units and no
Series D-1 Preferred Shares and the General Partner shall be a party to any
merger or consolidation in which the General Partner is not the surviving
entity, then the Series D-1 Preferred Shares deliverable by the General Partner
thereafter in redemption of Series D-1 Preferred Units pursuant to clause (ii)
above shall be shares of the surviving entity or any entity controlling the
surviving entity having the preferences, rights, voting powers, restrictions,
limitations as to dividends, qualifications and terms and conditions of
redemption substantially similar to those set forth on Schedule 1 to this
Exhibit J.
(d) Each Redeeming Partner agrees to execute such documents as
the General Partner may reasonably require in connection with the issuance of
Series D-1 Preferred Shares upon exercise of the Series D-1 Redemption Right.
(iii) Exceptions to Exercise of Redemption Right.
Notwithstanding the provisions of paragraphs (i) and (ii) above, a Partner shall
not be entitled to exercise the Series D-1 Redemption Right if (but only as long
as) the delivery of Series D-1 Preferred Shares to such Partner on the Series
D-1 Specified Redemption Date (a) would be prohibited under the Declaration of
Trust, or (b) as long as the Common Shares or any previously issued Series D-1
Preferred Shares are Publicly Traded, would be prohibited under applicable
federal or state securities laws or regulations (assuming the General Partner
would in fact assume and satisfy the Series D-1 Redemption Right).
(iv) No Liens on Partnership Units Delivered for Redemption.
Each Limited Partner covenants and agrees with the General Partner that all
Series D-1 Preferred Units delivered for redemption shall be delivered to the
Partnership or the General Partner, as the case may be, free and clear of all
liens, and, notwithstanding anything contained herein to the contrary, neither
the General Partner nor the Partnership
-10-
15
shall be under any obligation to acquire Series D-1 Preferred Units which are or
may be subject to any liens. Each Limited Partner further agrees that, in the
event any state or local property transfer tax is payable as a result of the
transfer of its Series D-1 Preferred Units to the Partnership or the General
Partner, such Limited Partner shall assume and pay such transfer tax.
F. Ranking. (i) Any class or series of Partnership Units shall
be deemed to rank:
(a) prior to the Series D-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 Partnership 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 D-1 Preferred Units;
(b) on a parity with the Series D-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
D-1 Preferred Units, if the holders of such Partnership Units of such class or
series and the Series D-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 accumulated and unpaid
distributions per Partnership Unit or liquidation preferences, without
preference or priority one over the other ("Parity Units"); and
(c) junior to the Series D-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 D-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 D-1 Preferred Units ("Junior Units").
(ii) The Series A Preferred Units shall be Parity Units with
respect to the Series D-1 Preferred Units and the holders of the Series D-1
Preferred Units and Series A 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
-11-
16
amounts of accumulated and unpaid distributions per Partnership Unit or
liquidation preferences, without preference or priority one over the other,
except that:
(a) For so long as the Class C Units are outstanding, the
Series D-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 D-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 D-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 D-1 Preferred Units shall be Preference Units and 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
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 G(ii)(a) and
G(ii)(b) of this Exhibit J 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 D-1 Preferred Units and such other
Partnership Units, as applicable, to the total amounts to be paid in respect of
the Series D-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 D-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
-12-
17
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 D-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 D-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 D-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 D-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 D-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 D-1 Preferred Units shall be Preference Units and 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 Agreement shall be deemed to also refer to Series D-1 Preferred Units except
that references to distributions made to Preference Units shall be deemed to
refer to distributions made to the Series D-1 Preferred Units in a pro rata
manner with such distributions, if any, made to the Preference Units.
G. Voting. (i) Except as required by law, the holders of the
Series D-1 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.
(ii) So long as any Series D-1 Preferred Units are
outstanding, the General Partner shall not authorize the creation of Partnership
Units of any new class or series or any interest in the Partnership convertible
into Partnership Units of any new class or series ranking prior to the Series
D-1 Preferred Units in the distribution of assets on any liquidation,
dissolution or winding up of the General Partner or the Partnership or in the
payment of distributions, unless such Partnership Units are issued to the
General Partner and the distribution and redemption (but not voting) rights of
such Partnership Units are substantially similar to the terms of securities
issued by the General Partner and the proceeds or other consideration from the
issuance of such securities have been or are concurrently with such issuance
contributed to the Partnership.
-13-
18
H. General. (i) At such time, if any, as the General Partner
becomes a holder of Series D-1 Preferred Units, the rights of the General
Partner, in its capacity as the holder of the Series D-1 Preferred Units, will
be in addition to and not in limitation on any other rights or authority of the
General Partner, in any other capacity, under the Agreement. In addition,
nothing contained in this Exhibit J shall be deemed to limit or otherwise
restrict any rights or authority of the General Partner under the Agreement,
other than in its capacity as the holder of Series D-1 Preferred Units.
(ii) Anything herein contained to the contrary
notwithstanding, the General Partner shall take all steps that it determines are
necessary or appropriate (including modifying the foregoing terms of the Series
D-1 Preferred Units) to ensure that the Series D-1 Preferred Units (including,
without limitation the redemption and conversion terms thereof) permit the
General Partner to satisfy its obligations with respect to the Series D-1
Preferred Shares, if and when any such Units are issued, it being the intention
that, except to the extent provided in Schedule 1 to this Exhibit J, the terms
of the Series D-1 Preferred Shares will be substantially similar to the terms of
the Series D-1 Preferred Units.
-14-
19
Attachment 2
EXHIBIT A (11/12/98) - ADMISSION OF GREENE STREET 1998 EXCHANGE FUND, LP
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 $283,672,711 100.0000%
Vornado Realty Trust
Vornado Finance Corp
Vornado Investment Corporation
40 East 14 Realty Associates
General Partnership
825 Seventh Avenue 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.
Greene Street 1998 Exchange Fund, L.P.
The Mendik Partnership, L.P.
Mendik Realty Company, Inc.
FW / Mendik REIT, L.L.C. (2)
Mendik RELP Corp.
2750 Associates
Abrams, Trust U/W/O Ralph
Adler, Robert
Alpert, Vicki
Ambassador Construction Company, Inc.
Aschendorf-Shasha, Ellen
Ash, Herbert
Aubert, Trust FBO Lysa
UWO Barbara Schwartz
Aubert, Trust FBO Lysa
UWO Ellis Schwartz
Barr, Thomas
Barkin, Leonard
Batkin, Nancy
Batkin, Nancy 1998 Trust u/a/d 5/11/98
Berenson, David
Berenson, Joan
Berenson, Richard
Berenson, Robert
Berger, Alice C.
Bianculli, Louis
Bierman, Jacquin
Blumenthal, Joel Marie
Braverman, Madlyn
Bonk, Chris
Carb, Sally
Carney, Thomas
Chambers, Robert
CHO Enterprises
Dembner, Shirley
Dembner, Shirley UGMA
for Lindsey Dembner
Doner, Max
Downey, Michael
Dryfoos, Jacqueline
Dubrowski, Raymond
Evans, Ben
Field, Walter L.
Jesse Fierstein & Co.
Fischer, Alan A.
Freedman, Robert
Gershon, Estate of Murray
Getz, Howard
Getz, Sandra
Getz, Sandra & Howard
20
CLASS OF UNITS
--------------------------------------------------------------------
SERIES B-2 VALUE PERCENTAGE SERIES D-1 VALUE PERCENTAGE
PREFERRED OF OF PREFERRED OF OF
UNITS SERIES B-2 SERIES B-2 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
825 Seventh Avenue 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.
Greene Street 1998 Exchange Fund, L.P. 2,400,000 60,000,000 100.00%
The Mendik Partnership, L.P.
Mendik Realty Company, Inc.
FW / Mendik REIT, L.L.C. (2)
Mendik RELP Corp.
2750 Associates
Abrams, Trust U/W/O Ralph
Adler, Robert
Alpert, Vicki
Ambassador Construction Company, Inc.
Aschendorf-Shasha, Ellen
Ash, Herbert
Aubert, Trust FBO Lysa
UWO Barbara Schwartz
Aubert, Trust FBO Lysa
UWO Ellis Schwartz
Barr, Thomas
Barkin, Leonard
Batkin, Nancy
Batkin, Nancy 1998 Trust u/a/d 5/11/98
Berenson, David
Berenson, Joan
Berenson, Richard
Berenson, Robert
Berger, Alica C.
Bianculli, Louis
Bierman, Jacquin
Blumenthal, Joel Marie
Braverman, Madlyn
Bonk, Chris
Carb, Sally
Carney, Thomas
Chambers, Robert
CHO Enterprises
Dembner, Shirley
Dembner, Shirley UGMA
for Lindsey Dembner
Doner, Max
Downey, Michael
Dryfoos, Jacqueline
Dubrowski, Raymond
Evans, Ben
Field, Walter L.
Jesse Fierstein & Co.
Fischer, Alan A.
Freedman, Robert
Gershon, Estate of Murray
Getz, Howard
Getz, Sandra
Getz, Sandra & Howard
21
CLASS OF UNITS
-------------------------------------------------------------------------------
COMMON UNITS TOTAL VALUE PERCENTAGE
--------------------------------------- COMMON COMMON COMMON
A C D E UNITS UNITS UNITS
-------------------------------------------------------------------------------
Vornado Realty Trust
Vornado Realty Trust 42,682,403 42,682,403 $1,473,823,376 47.0156%
Vornado Finance Corp 35,282,694 35,282,694 $1,218,311,424 38.8647%
Vornado Investment Corporation 3,666,666 3,666,666 $126,609,977 4.0389%
40 East 14 Realty Associates 0 $0 0.0000%
General Partnership 1,639,278 1,639,278 $56,604,269 1.8057%
825 Seventh Avenue Holding Corporation 235,516 235,516 $8,132,367 0.2594%
Menands Holdings Corporation 536,524 536,524 $18,526,174 0.5910%
Two Guys From Harrison, N.Y., Inc. 180,890 180,890 $6,246,132 0.1993%
Washington Design Center, L.L.C. 65,807 65,807 $2,272,316 0.0725%
Merchandise Mart Owners, L.L.C. 0 $0 0.0000%
Merchandise Mart Enterprises, L.L.C. 395,967 395,967 $13,672,741 0.4362%
World Trade Center Chicago, L.L.C. 603,948 603,948 $20,854,324 0.6653%
Greene Street 1998 Exchange Fund, L.P. 0 $0 0.0000%
The Mendik Partnership, L.P. 2,512,023 2,512,023 $86,740,154 2.7670%
Mendik Realty Company, Inc. 161 161 $5,559 0.0002%
FW / Mendik REIT, L.L.C. (2) 486,540 486,540 $16,800,226 0.5359%
Mendik RELP Corp. 846 846 $29,212 0.0009%
2750 Associates 2,704 2,704 $93,369 0.0030%
Abrams, Trust U/W/O Ralph 7,244 7,244 $250,135 0.0080%
Adler, Robert 2,496 2,496 $86,187 0.0027%
Alpert, Vicki 5,228 5,228 $180,523 0.0058%
Ambassador Construction Company, Inc. 37,178 37,178 $1,283,756 0.0410%
Aschendorf-Shasha, Ellen 1,710 1,710 $59,046 0.0019%
Ash, Herbert 154 154 $5,318 0.0002%
Aubert, Trust FBO Lysa 0 $0 0.0000%
UWO Barbara Schwartz 4,278 4,278 $147,719 0.0047%
Aubert, Trust FBO Lysa 0 $0 0.0000%
UWO Ellis Schwartz 256 256 $8,840 0.0003%
Barr, Thomas 1,844 1,844 $63,673 0.0020%
Barkin, Leonard 962 962 $33,218 0.0011%
Batkin, Nancy 0 0 $0 0.0000%
Batkin, Nancy 1998 Trust u/a/d 5/11/98 108 6,338 6,446 $222,580 0.0071%
Berenson, David 1,034 1,034 $35,704 0.0011%
Berenson, Joan 1,382 1,382 $47,720 0.0015%
Berenson, Richard 842 842 $29,074 0.0009%
Berenson, Robert 1,762 1,762 $60,842 0.0019%
Berger, Alica C. 374 374 $12,914 0.0004%
Bianculli, Louis 5,604 5,604 $193,506 0.0062%
Bierman, Jacquin 5,376 5,376 $185,633 0.0059%
Blumenthal, Joel Marie 154 154 $5,318 0.0002%
Braverman, Madlyn 35,032 35,032 $1,209,655 0.0386%
Bonk, Chris 75,344 75,344 $2,601,628 0.0830%
Carb, Sally 1,793 1,793 $61,912 0.0020%
Carney, Thomas 1,419 1,419 $48,998 0.0016%
Chambers, Robert 145 7,961 8,106 $279,900 0.0089%
CHO Enterprises 5,364 5,364 $185,219 0.0059%
Dembner, Shirley 145 78 223 $7,700 0.0002%
Dembner, Shirley UGMA 0 $0 0.0000%
for Lindsey Dembner 3,462 3,462 $119,543 0.0038%
Doner, Max 3,364 3,364 $116,159 0.0037%
Downey, Michael 83,226 83,226 $2,873,794 0.0917%
Dryfoos, Jacqueline 962 962 $33,218 0.0011%
Dubrowski, Raymond 2,304 2,304 $79,557 0.0025%
Evans, Ben 104 104 $3,591 0.0001%
Field, Walter L. 1,680 1,680 $58,010 0.0019%
Jesse Fierstein & Co. 4,045 4,045 $139,674 0.0045%
Fischer, Alan A. 3,364 3,364 $116,159 0.0037%
Freedman, Robert 5,770 5,770 $199,238 0.0064%
Gershon, Estate of Murray 10,494 10,494 $362,358 0.0116%
Getz, Howard 333 333 $11,498 0.0004%
Getz, Sandra 7,328 7,328 $253,036 0.0081%
Getz, Sandra & Howard 748 748 $25,828 0.0008%
22
TOTAL TOTAL PERCENTAGE
UNITS VALUE INTEREST
---------- -------------- --------
Vornado Realty Trust 90,013,210(1) $3,191,926,430 90.0176%
Vornado Realty Trust
Vornado Finance Corp
Vornado Investment Corporation
40 East 14 Realty Associates
General Partnership
825 Seventh Avenue Holding Corporation
Menands Holdings Corporation
Two Guys From Harrison, N.Y., Inc.
Washington Design Center, L.L.C. 365,807 $17,272,316 0.4871%
Merchandise Mart Owners, L.L.C. 1,049,349 $52,467,450 1.4797%
Merchandise Mart Enterprises, L.L.C. 395,967 $13,672,741 0.3856%
World Trade Center Chicago, L.L.C. 603,948 $20,854,324 0.5881%
Greene Street 1998 Exchange Fund, L.P. 2,400,000 $60,000,000 1.6921%
The Mendik Partnership, L.P. 2,512,023 $86,740,154 2.4462%
Mendik Realty Company, Inc. 161 $5,559 0.0002%
FW / Mendik REIT, L.L.C. (2) 486,540 $16,800,226 0.4738%
Mendik RELP Corp. 846 $29,212 0.0008%
2750 Associates 2,704 $93,369 0.0026%
Abrams, Trust U/W/O Ralph 7,244 $250,135 0.0071%
Adler, Robert 2,496 $86,187 0.0024%
Alpert, Vicki 5,228 $180,523 0.0051%
Ambassador Construction Company, Inc. 37,178 $1,283,756 0.0362%
Aschendorf-Shasha, Ellen 1,710 $59,046 0.0017%
Ash, Herbert 154 $5,318 0.0001%
Aubert, Trust FBO Lysa 0 $0 0.0000%
UWO Barbara Schwartz 4,278 $147,719 0.0042%
Aubert, Trust FBO Lysa 0 $0 0.0000%
UWO Ellis Schwartz 256 $8,840 0.0002%
Barr, Thomas 1,844 $63,673 0.0018%
Barkin, Leonard 962 $33,218 0.0009%
Batkin, Nancy 0 $0 0.0000%
Batkin, Nancy 1998 Trust u/a/d 5/11/98 6,446 $222,580 0.0063%
Berenson, David 1,034 $35,704 0.0010%
Berenson, Joan 1,382 $47,720 0.0013%
Berenson, Richard 842 $29,074 0.0008%
Berenson, Robert 1,762 $60,842 0.0017%
Berger, Alice C. 374 $12,914 0.0004%
Bianculli, Louis 5,604 $193,506 0.0055%
Bierman, Jacquin 5,376 $185,633 0.0052%
Blumenthal, Joel Marie 154 $5,318 0.0001%
Braverman, Madlyn 35,032 $1,209,655 0.0341%
Bonk, Chris 75,344 $2,601,628 0.0734%
Carb, Sally 1,793 $61,912 0.0017%
Carney, Thomas 1,419 $48,998 0.0014%
Chambers, Robert 8,106 $279,900 0.0079%
CHO Enterprises 5,364 $185,219 0.0052%
Dembner, Shirley 223 $7,700 0.0002%
Dembner, Shirley UGMA 0 $0 0.0000%
for Lindsey Dembner 3,462 $119,543 0.0034%
Doner, Max 3,364 $116,159 0.0033%
Downey, Michael 83,226 $2,873,794 0.0810%
Dryfoos, Jacqueline 962 $33,218 0.0009%
Dubrowski, Raymond 2,304 $79,557 0.0022%
Evans, Ben 104 $3,591 0.0001%
Field, Walter L. 1,680 $58,010 0.0016%
Jesse Fierstein & Co. 4,045 $139,674 0.0039%
Fischer, Alan A. 3,364 $116,159 0.0033%
Freedman, Robert 5,770 $199,238 0.0056%
Gershon, Estate of Murray 10,494 $362,358 0.0102%
Getz, Howard 333 $11,498 0.0003%
Getz, Sandra 7,328 $253,036 0.0071%
Getz, Sandra & Howard 748 $25,828 0.0007%
23
Class of Units
---------------------------------------------------------------------------------------------
Common Units
-------------------------------------------------------------
Total Value Percentage
Common Common Common Total Total Percentage
A C D E Units Units Units Units Value Interest
---------------------------------------------------------------------------------------------
Gold, Frederica 414 414 $14,295 0.0005% 414 $14,295 0.0004%
Ginsberg, Benedict 932 932 $32,182 0.0010% 932 $32,182 0.0009%
Goldberg, Clarence 916 916 $31,629 0.0010% 916 $31,629 0.0009%
Goldring, Stanley 10,833 10,833 $374,063 0.0119% 10,833 $374,063 0.0105%
Goldschmidt, Beatrice 22,045 22,045 $761,214 0.0243% 22,045 $761,214 0.0215%
Goldschmidt, Charles 10,752 10,752 $371,267 0.0118% 10,752 $371,267 0.0105%
Goldschmidt, Edward 12,842 12,842 $443,434 0.0141% 12,842 $443,434 0.0125%
Goldschmidt, C. Trust U/A/D 7/11/90 8,389 8,389 $289,672 0.0092% 8,389 $289,672 0.0082%
Goldschmidt, Lawrence 92,454 92,454 $3,192,437 0.1018% 92,454 $3,192,437 0.0900%
Gorfinkle, Alaine 664 664 $22,928 0.0007% 664 $22,928 0.0006%
Gorfinkle, Lawrence 3,830 3,830 $132,250 0.0042% 3,830 $132,250 0.0037%
Gould Investors, L.P. 458,964 458,964 $15,848,027 0.5056% 458,964 $15,848,027 0.4469%
Green, Bernard 14,152 14,152 $488,669 0.0156% 14,152 $488,669 0.0138%
Green, Barbara 8,546 8,546 $295,093 0.0094% 8,546 $295,093 0.0083%
Greenbaum, David R. 701 701 $24,206 0.0008% 701 $24,206 0.0007%
Greif, Goldie 6,724 6,724 $232,180 0.0074% 6,724 $232,180 0.0065%
Gutenberg, Bernice 688 688 $23,757 0.0008% 688 $23,757 0.0007%
H L Silbert trustee U/W 19,976 19,976 $689,771 0.0220% 19,976 $689,771 0.0195%
of H A Goldman
Hagler, Philip 14,631 14,631 $505,208 0.0161% 14,631 $505,208 0.0142%
Harteveldt, Robert L. 5,128 5,128 $177,070 0.0056% 5,128 $177,070 0.0050%
Hirsch, Phillip J. 338 338 $11,671 0.0004% 338 $11,671 0.0003%
Hirsch, Judith 338 338 $11,671 0.0004% 338 $11,671 0.0003%
Hrusha, Alan 1,844 1,844 $63,673 0.0020% 1,844 $63,673 0.0018%
Hutner, Anne Trust F/B/O 4,610 4,610 $159,183 0.0051% 4,610 $159,183 0.0045%
Hutner, Estate of Irwin 11,334 11,334 $391,363 0.0125% 11,334 $391,363 0.0110%
INS Realty Associates 269,516 269,516 $9,306,387 0.2969% 269,516 $9,306,387 0.2625%
Fierstein Co. 28,415 28,415 $981,170 0.0313% 28,415 $981,170 0.0277%
Jaffe, Elizabeth 76 76 $2,624 0.0001% 76 $2,624 0.0001%
Jones, Hazel 2,496 2,496 $86,187 0.0027% 2,496 $86,187 0.0024%
Kaufman, Robert M. 338 338 $11,671 0.0004% 338 $11,671 0.0003%
Klein, Robin 3,364 3,364 $116,159 0.0037% 3,364 $116,159 0.0033%
Knatten Inc. 141,998 141,998 $4,903,191 0.1564% 141,998 $4,903,191 0.1383%
Knight, Laureine 10,242 10,242 $353,656 0.0113% 10,242 $353,656 0.0100%
Komaroff, Stanley 576 576 $19,889 0.0006% 576 $19,889 0.0006%
Kosloff, Andrea 78 78 $2,693 0.0001% 78 $2,693 0.0001%
Kosloff, Andrea UGMA 0 $0 0.0000% 0 $0 0.0000%
for Adam Kosloff 2,116 2,116 $73,065 0.0023% 2,116 $73,065 0.0021%
Kosloff, Andrea UGMA 0 $0 0.0000% 0 $0 0.0000%
for Justin Kosloff 2,116 2,116 $73,065 0.0023% 2,116 $73,065 0.0021%
Koven, Irving 0 0 $0 0.0000% 0 $0 0.0000%
Koven, Esther 11,208 11,208 $387,012 0.0123% 11,208 $387,012 0.0109%
Kowal, Myron as Custodian 0 $0 0.0000% 0 $0 0.0000%
for Andrew Kowal 748 748 $25,828 0.0008% 748 $25,828 0.0007%
Kramer, Saul 652 652 $22,514 0.0007% 652 $22,514 0.0006%
Kuhn, James D. 1,606 151,046 152,652 $5,271,074 0.1681% 152,652 $5,271,074 0.1487%
Kuhn, Leo 902 902 $31,146 0.0010% 902 $31,146 0.0009%
Kurshan, Herbert 2,496 2,496 $86,187 0.0027% 2,496 $86,187 0.0024%
Lauder, Leonard 4,660 4,660 $160,910 0.0051% 4,660 $160,910 0.0045%
Lauder, Ronald 4,660 4,660 $160,910 0.0051% 4,660 $160,910 0.0045%
Leff, Joseph 3,364 3,364 $116,159 0.0037% 3,364 $116,159 0.0033%
Leff, Valerie 3,364 3,364 $116,159 0.0037% 3,364 $116,159 0.0033%
Lefkowitz, Howard 414 414 $14,295 0.0005% 414 $14,295 0.0004%
LeRoy Partners 0 0 $0 0.0000% 0 $0 0.0000%
Liroff, Harriett 12,166 12,166 $420,092 0.0134% 12,166 $420,092 0.0118%
Liroff, Richard 1,532 1,532 $52,900 0.0017% 1,532 $52,900 0.0015%
Loewengart, Irene 1,664 1,664 $57,458 0.0018% 1,664 $57,458 0.0016%
Lovitz, David 2,244 2,244 $77,485 0.0025% 2,244 $77,485 0.0022%
M. Westport Associates 3,412 3,412 $117,816 0.0038% 3,412 $117,816 0.0033%
Maayan Partners 9,616 9,616 $332,040 0.0106% 9,616 $332,040 0.0094%
Marvin, Morton 914 914 $31,560 0.0010% 914 $31,560 0.0009%
Marvin, Suzanne 76 76 $2,624 0.0001% 76 $2,624 0.0001%
Maynard, Jean 2,304 2,304 $79,557 0.0025% 2,304 $79,557 0.0022%
Mazer, David 6,724 6,724 $232,180 0.0074% 6,724 $232,180 0.0065%
Mazer, Richard 6,724 6,724 $232,180 0.0074% 6,724 $232,180 0.0065%
Mendik, Bernard 13,162 13,162 $454,484 0.0145% 13,162 $454,484 0.0128%
Mendik, Susan 976 930 1,906 $65,814 0.0021% 1,906 $65,814 0.0019%
Mendik, Susan Trust 36 4,474 4,510 $155,730 0.0050% 4,510 $155,730 0.0044%
u/w/o Jean A. Batkin
L.C. Migdal & Ellin Kalmus, 0 $0 0.0000% 0 $0 0.0000%
Trustees of Trust "B"
uw/o of Murray Silberstein 10,256 10,256 $354,140 0.0113% 10,256 $354,140 0.0100%
Mil Equities 13,334 13,334 $460,423 0.0147% 13,334 $460,423 0.0130%
Myers Group III, Inc. 17,641 17,641 $609,144 0.0194% 17,641 $609,144 0.0172%
Myers Group IV, Inc. 126,979 126,979 $4,384,585 0.1399% 126,979 $4,384,585 0.1237%
Nevas, Alan 1,636 1,636 $56,491 0.0018% 1,636 $56,491 0.0016%
Nevas, Leo 3,271 3,271 $112,948 0.0036% 3,271 $112,948 0.0032%
Nicardo Corporation 0 0 $0 0.0000% 0 $0 0.0000%
Novick, Lawrence 154 154 $5,318 0.0002% 154 $5,318 0.0001%
Oestreich, David A. 38,808 38,808 $1,340,040 0.0427% 38,808 $1,340,040 0.0378%
Oestreich, Joan E. 38,802 38,802 $1,339,833 0.0427% 38,802 $1,339,833 0.0378%
24
Class of Units
---------------------------------------------------------------------------------------------------------
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
---------------------------------------------------------------------------------------------------------
Oestreich, Sophy
Oppenheimer, Martin J.
Oppenheimer, Suzanne
Oshatz, Michael P.
Phillips, Family Trust
UWO Edith
Phillips, Jonathan
Phillips, Lynn
Phillips, Estate of
John D.
Plum Partners L.P.
Prentice Revocable
Trust, 12/12/75
RCAY S.A.
Reichler, Richard
Reingold, Suzy
Roberts, H. Richard
Roche, Sara
Rolfe, Ronald
Rosenberg, Ilse
Rosenheim, Revocable
Living
Trust of Edna
Rosenzveig, Abraham
Rubashkin, Martin
Rubin, Murray M.
Sahid, Joseph
Saunders, Paul
Saul, Andrew
Schacht, Ronald
Schwartz, Trust FBO
Samuel UWO Barbara
Schwartz
Schwartz, Trust FBO
Samuel UWO Ellis
Schwartz
Schwartz, Trust FBO
Carolynn UWO
Barbara Schwartz
Schwartz, Trust FBO
Carolynn UWO Ellis
Schwartz
Shapiro, Howard
Shapiro, Howard A.
Shapiro, Robert I.
Shasha, Alfred
Shasha, Alfred A.
& Hanina
Shasha, Alfred &
Hanina Trustees UTA
6/8/94
Shasha, Robert Y.
Shasha-Kupchick,
Leslie
Sheridan Family
Partners, L.P.
Shine, William
Silberstein, John J.
Silbert, Harvey I.
Simons, Robert
Sims, David
Slaner, Estate of
Alfred P.
Steiner, Phillip Harry
Steiner, Richard
Harris
Tannenbaum, Bernard
Tannenbaum, Bernice
Tartikoff Living Trust
Winik, Trust U/W/O
Carolyn
Watt, Emily
Wang, Kevin
Weissman, Sheila
Williams, John
---------------------------------- ----------------------------- -----------------------------
TOTAL 5,789,239 $283,672,711 100.0000% 899,566 $44,978,300 100.00% 449,783 $22,489,150 100.00%
---------------------------------- ----------------------------- -----------------------------
25
Class of Units
------------------------------------------------------------------------
Series D-1 Value Percentage Common Units
Preferred of of ----------------------------------
Units Series D-1 Series D-1 A C D
------------------------------------------------------------------------
Oestreich, Sophy 4,610
Oppenheimer, Martin J. 338
Oppenheimer, Suzanne 338
Oshatz, Michael P. 30,180
Phillips, Family Trust UWO Edith 0
Phillips, Jonathan 3,364
Phillips, Lynn 3,364
Phillips, Estate of John D. 0
Plum Partners L.P. 0
Prentice Revocable Trust, 12/12/75 2,601
RCAY S.A.
Reichler, Richard 5,400
Reingold, Suzy 4,888
Roberts, H. Richard 39,426
Roche, Sara 3,364
Rolfe, Ronald 1,844
Rosenberg, Ilse 576
Rosenheim, Revocable Living
Trust of Edna 1,124
Rosenzveig, Abraham 3,744
Rubashkin, Martin 460
Rubin, Murray M. 3,364
Sahid, Joseph 1,844
Saunders, Paul 1,844
Saul, Andrew 20,196
Schacht, Ronald 988
Schwartz, Trust FBO Samuel
UWO Barbara Schwartz 4,278
Schwartz, Trust FBO Samuel
UWO Ellis Schwartz 256
Schwartz, Trust FBO Carolynn
UWO Barbara Schwartz 4,278
Schwartz, Trust FBO Carolynn
UWO Ellis Schwartz 256
Shapiro, Howard 932
Shapiro, Howard A. 336
Shapiro, Robert I. 3,364
Shasha, Alfred 5,770
Shasha, Alfred A. & Hanina 7,484
Shasha, Alfred & Hanina
Trustees UTA 6/8/94 13,676
Shasha, Robert Y. 1,710
Shasha-Kupchick, Leslie 3,418
Sheridan Family Partners, L.P. 15,944
Shine, William 2,766
Silberstein, John J. 75,140
Silbert, Harvey I. 19,976
Simons, Robert 3,364
Sims, David 52,938
Slaner, Estate of Alfred P. 34,958
Steiner, Phillip Harry 1,124
Steiner, Richard Harris 1,124
Tannenbaum, Bernard 912
Tannenbaum, Bernice 76
Tartikoff Living Trust 3,364
Winik, Trust U/W/O Carolyn 3,364
Watt, Emily 1,332
Wang, Kevin 77,458
Weissman, Sheila 664
Williams, John 2,244
---------------------------------- ----------------------------------
TOTAL 2,400,000 $60,000,000 100.00% 85,309,341 3,534,098 1,340,011
---------------------------------- ----------------------------------
26
Total Value Percentage
Common Common Common Total Total Percentage
E Units Units Units Units Value Interest
------------------------------------------------------------------------------------------
Oestreich, Sophy 4,610 $159,183 0.0051% 4,610 $159,183 0.0046%
Oppenheimer, Martin J. 338 $11,671 0.0004% 338 $11,671 0.0003%
Oppenheimer, Suzanne 338 $11,671 0.0004% 338 $11,671 0.0003%
Oshatz, Michael P. 30,180 $1,042,115 0.0332% 30,180 $1,042,115 0.0294%
Phillips, Family Trust UWO Edith 0 $0 0.0000% 0 $0 0.0000%
Phillips, Jonathan 3,364 $116,159 0.0037% 3,364 $116,159 0.0033%
Phillips, Lynn 3,364 $116,159 0.0037% 3,364 $116,159 0.0033%
Phillips, Estate of John D. 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 $89,813 0.0029% 2,601 $89,813 0.0025%
RCAY S.A. 0 0 $0 0.0000% 0 $0 0.0000%
Reichler, Richard 5,400 $186,462 0.0059% 5,400 $186,462 0.0053%
Reingold, Suzy 4,888 $168,783 0.0054% 4,888 $168,783 0.0048%
Roberts, H. Richard 39,426 $1,361,380 0.0434% 39,426 $1,361,380 0.0384%
Roche, Sara 3,364 $116,159 0.0037% 3,364 $116,159 0.0033%
Rolfe, Ronald 1,844 $63,673 0.0020% 1,844 $63,673 0.0018%
Rosenberg, Ilse 576 $19,889 0.0006% 576 $19,889 0.0006%
Rosenheim, Revocable Living 0 $0 0.0000% 0 $0 0.0000%
Trust of Edna 1,124 $38,812 0.0012% 1,124 $38,812 0.0011%
Rosenzveig, Abraham 3,744 $129,280 0.0041% 3,744 $129,280 0.0036%
Rubashkin, Martin 460 $15,884 0.0005% 460 $15,884 0.0004%
Rubin, Murray M. 3,364 $116,159 0.0037% 3,364 $116,159 0.0033%
Sahid, Joseph 1,844 $63,673 0.0020% 1,844 $63,673 0.0018%
Saunders, Paul 1,844 $63,673 0.0020% 1,844 $63,673 0.0018%
Saul, Andrew 20,196 $697,368 0.0222% 20,196 $697,368 0.0197%
Schacht, Ronald 988 $34,116 0.0011% 988 $34,116 0.0010%
Schwartz, Trust FBO Samuel 0 $0 0.0000% 0 $0 0.0000%
UWO Barbara Schwartz 4,278 $147,719 0.0047% 4,278 $147,719 0.0042%
Schwartz, Trust FBO Samuel 0 $0 0.0000% 0 $0 0.0000%
UWO Ellis Schwartz 256 $8,840 0.0003% 256 $8,840 0.0002%
Schwartz, Trust FBO Carolynn 0 $0 0.0000% 0 $0 0.0000%
UWO Barbara Schwartz 4,278 $147,719 0.0047% 4,278 $147,719 0.0042%
Schwartz, Trust FBO Carolynn 0 $0 0.0000% 0 $0 0.0000%
UWO Ellis Schwartz 256 $8,840 0.0003% 256 $8,840 0.0002%
Shapiro, Howard 932 $32,182 0.0010% 932 $32,182 0.0009%
Shapiro, Howard A. 336 $11,602 0.0004% 336 $11,602 0.0003%
Shapiro, Robert I. 3,364 $116,159 0.0037% 3,364 $116,159 0.0033%
Shasha, Alfred 5,770 $199,238 0.0064% 5,770 $199,238 0.0056%
Shasha, Alfred A. & Hanina 7,484 $258,423 0.0082% 7,484 $258,423 0.0073%
Shasha, Alfred & Hanina 0 $0 0.0000% 0 $0 0.0000%
Trustees UTA 6/8/94 13,676 $472,232 0.0151% 13,676 $472,232 0.0133%
Shasha, Robert Y. 1,710 $59,046 0.0019% 1,710 $59,046 0.0017%
Shasha-Kupchick, Leslie 3,418 $118,024 0.0038% 3,418 $118,024 0.0033%
Sheridan Family Partners, L.P. 15,944 $550,546 0.0176% 15,944 $550,546 0.0155%
Shine, William 2,766 $95,510 0.0030% 2,766 $95,510 0.0027%
Silberstein, John J. 75,140 $2,594,584 0.0828% 75,140 $2,594,584 0.0732%
Silbert, Harvey I. 19,976 $689,771 0.0220% 19,976 $689,771 0.0195%
Simons, Robert 3,364 $116,159 0.0037% 3,364 $116,159 0.0033%
Sims, David 52,938 $1,827,949 0.0583% 52,938 $1,827,949 0.0516%
Slaner, Estate of Alfred P. 34,958 $1,207,100 0.0385% 34,958 $1,207,100 0.0340%
Steiner, Phillip Harry 1,124 $38,812 0.0012% 1,124 $38,812 0.0011%
Steiner, Richard Harris 1,124 $38,812 0.0012% 1,124 $38,812 0.0011%
Tannenbaum, Bernard 912 $31,491 0.0010% 912 $31,491 0.0009%
Tannenbaum, Bernice 76 $2,624 0.0001% 76 $2,624 0.0001%
Tartikoff Living Trust 3,364 $116,159 0.0037% 3,364 $116,159 0.0033%
Winik, Trust U/W/O Carolyn 3,364 $116,159 0.0037% 3,364 $116,159 0.0033%
Watt, Emily 1,332 $45,994 0.0015% 1,332 $45,994 0.0013%
Wang, Kevin 77,458 $2,674,625 0.0853% 77,458 $2,674,625 0.0754%
Weissman, Sheila 664 $22,928 0.0007% 664 $22,928 0.0006%
Williams, John 2,244 $77,485 0.0025% 2,244 $77,485 0.0022%
------------------------------------------------ ----------- -------------- ---------
TOTAL 0 90,783,450 3,134,752,529 100.0000% 100,322,038 $3,545,892,690 100.0000%
----------------------------------------------- ----------- -------------- ---------
(1) Directly and through the following subsidiaries: Vornado Finance Corp.,
Vornado Investments Corporation, 40 East 14 Realty Associates General
Partnership, 825 Seventh Avenue 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 84,223,971
Original Mendik Partners 4,865,790
Kennedy Partners 1,065,722
Freezer Services Partners 144,620
Westport Partners 8,319
770 Broadway Partner 458,964
20 Broad Partners 16,064
----------
90,783,450
==========