1
FIFTH
AMENDMENT
TO
SECOND AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
VORNADO REALTY L.P.
---------------------------------------------
Dated as of March 3, 1999
---------------------------------------------
THIS FIFTH 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, and the Fourth Amendment to Second Amended
and Restated Agreement of Limited Partnership of Vornado Realty L.P., dated as
of November 30, 1998 (as so amended and as the same may be further amended, the
"Agreement").
WHEREAS, the General Partner desires to establish and set forth the
terms of a new series of Partnership Interests designated as Series E-1
Convertible Preferred Units (the "Series E-1 Preferred Units");
WHEREAS, concurrently herewith, the Partnership and Commonwealth
Atlantic Properties Inc., a Virginia corporation ("CAPI"), are entering into an
Asset Contribution Agreement pursuant to which the Partnership agreed to acquire
CAPI's interests in certain Crystal City commercial and hotel assets in exchange
for the issuance by the
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Partnership to CAPI of 4,998,000 Series E-1 Preferred Units;
WHEREAS, Section 4.2.A of the Agreement grants the General Partner
authority to cause the Partnership to issue interests in the Partnership to a
person other than the General Partner in one or more classes or series, with
such designations, preferences and relative, participating, optional or other
special rights, powers and duties as may be determined by the General Partner in
its sole and absolute discretion so long as the issuance does not violate
Section 4.2.E of the Agreement.
WHEREAS, the General Partner has determined that the establishment and
issuance of the Series E-1 Preferred Units will not violate Section 4.2.E of the
Agreement.
WHEREAS, the General Partner desires to amend the Agreement to set
forth the terms of the Series E-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. The exhibit attached to this Amendment as Attachment 1 is hereby
added to the Agreement as Exhibit L thereof.
2. Section 4.2 of the Agreement is hereby supplemented by adding the
following paragraph to the end thereof:
"J. Issuance of Series E-1 Preferred Units. The Partnership is
authorized to issue a series designated as "Series E-1 Convertible
Preferred Units", which units
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shall have the terms set forth in Exhibit L 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 L to the Agreement, including, but not limited to,
Paragraph 2.F(ii) thereof.
4. Section 8.6 of the Agreement is hereby supplemented by adding the
following paragraph to the end thereof:
"I. Series E-1 Preferred Unit Exception. Holders of Series E-1
Preferred Units shall not be entitled to the Redemption Right provided
for in Section 8.6.A of this Agreement."
5. Section 11.3.E of the Agreement is hereby amended to delete the
proviso contained therein. As amended, Section 11.3.E now reads:
"E. No Transfers to Holders of Nonrecourse Liabilities. No pledge or
transfer of any Partnership Units may be made to a lender to the
Partnership or any Person who is related (within the meaning of Section
1.752-4(b) of the Regulations) to any lender to the Partnership whose
loan constitutes a Nonrecourse Liability without the consent of the
General Partner, in its sole and absolute discretion."
6. Certain Pledged Interests. To secure its obligations under that
certain Promissory Note, dated as of the date hereof, made by Commonwealth
Atlantic Properties Inc. ("CAPI") in favor of the Partnership, CAPI, a Limited
Partner, is pledging 1,098,667 of the Series E-1 Preferred Units being issued to
it concurrently herewith (represented by Certificate Nos. RE1P-1 and RE1P-2)
pursuant to a Pledge and Security Agreement, dated as of the date hereof, by
CAPI in favor of the Partnership.
7. Exhibit A of the Agreement is hereby deleted and is replaced in its
entirety by new Exhibit A attached hereto as Attachment 2.
8. Except as expressly amended hereby, the Agreement shall remain in
full force and effect.
SIGNATURES ON FOLLOWING PAGE
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IN WITNESS WHEREOF, the General Partner has executed this Amendment as
of the date first written above.
VORNADO REALTY TRUST
By: Irwin Goldberg
-------------------------------
Name: Irwin Goldberg
Title: Vice President
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Attachment 1
EXHIBIT L
DESIGNATION OF THE PREFERENCES, RESTRICTIONS,
LIMITATIONS AS TO DISTRIBUTIONS, TERMS
AND CONDITIONS OF REDEMPTION, VOTING POWERS
AND OTHER QUALIFICATIONS
OF THE
SERIES E-1 CONVERTIBLE PREFERRED UNITS
1. Definitions.
When used herein, the following terms shall have the
definitions set forth below; all other capitalized terms used herein and not
otherwise defined shall have the meanings set forth in the Agreement and the
Exhibits thereto.
"Common Shares" shall mean the common shares of beneficial
interest of the General Partner, par value $.04 per share.
"Conversion Price" shall mean the price per Class A Unit at
which the Series E-1 Preferred Units are redeemable by the Partnership or the
General Partner pursuant to Paragraph 2.E(i)(a) below. The initial Conversion
Price shall be $44.00 per Class A Unit (equivalent to a conversion rate of
1.1364 Class A Units for each Series E-1 Preferred Unit). The Conversion Price
is subject to adjustment as provided in Paragraph 2.E(vi) below.
"Distribution Payment Date" shall mean the first calendar day
of January, April, July and October, in each year, commencing on April 1, 1999;
provided, however, that if any Distribution Payment Date falls on any day other
than a Business Day the distribution 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
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commencing March 3, 1999 and ending on (and including) March 31, 1999.
"Junior Units" shall have the meaning set forth in Paragraph
2.F(c) below.
"Liquidation Preference" shall have the meaning set forth in
Paragraph 2.C(i) below.
"Parity Units" shall have the meaning set forth in Paragraph
2.F(b) below.
"Partnership Redemption Date" shall have the meaning set forth
in Paragraph 2.D(iii) below.
"Series B Preferred Units" means collectively, the
Partnership's outstanding Series B-1 Preferred Units and Series B-2 Restricted
Preferred Units, the terms of which are which set forth in Exhibit I to the
Partnership Agreement.
"Series E-1 Notice of Redemption" shall have the meaning set
forth in Paragraph 2.E(i)(a).
"Series E-1 Preferred Unit" means a Partnership Unit issued by
the Partnership under the designation "Series E-1 Convertible Preferred Unit"
and having 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.
"Series E-1 Redeeming Partner" shall have the meaning set
forth in Paragraph 2.E(i)(a) hereof.
"Series E-1 Redemption Right" shall have the meaning set forth
in Paragraph 2.E(i)(a) hereof.
"Series E-1 Specified Redemption Date" shall mean: (A) in the
event of the exercise of a Series E-1 Redemption Right pursuant to Paragraph
2.E(i)(a)(x), the tenth Business Day after receipt by the General Partner of a
Series E-1 Notice of Redemption; and (B) in the event of the exercise of a
Series E-1 Redemption Right pursuant to Paragraph 2.E(i)(a)(y), the sixtieth day
after receipt by the General Partner of a Series E-1 Notice of Redemption in
respect of the Series E-1 Preferred Units; provided, however, that if the
redemption in question will constitute a "block transfer" as defined in Treasury
Regulation Section 1.7704-1(2) the Series E-1 Specified Redemption Date shall
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mean the tenth Business Day after receipt by the General Partner of a Series E-1
Notice of Redemption relating thereto.
"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 E-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 E-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 E-1 Preferred Units.
A. Number. As of the close of business on the date of the
amendment pursuant to which this Exhibit was adopted, the total number of Series
E-1 Preferred Units issued and outstanding will be up to 4,998,000. The General
Partner may issue additional Series E-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 E-1 Preferred Units then issued and
outstanding.
B. Distributions. (i) The holders of Series E-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: (a) 6.00% of
the Liquidation Preference (as defined below) ($3.00 per Series E-1 Preferred
Unit) for distributions paid in respect of the period from the date of issuance
through, but excluding, the first anniversary of that date, (b) 6.25% of the
Liquidation Preference ($3.125 per Series E-1 Preferred Unit) for distributions
paid in respect of the period from the first anniversary of the date of issuance
through, but excluding, the second anniversary of that date, (c) 6.50% of the
Liquidation Preference ($3.25 per Series E-1 Preferred Unit) for distributions
paid in
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respect of the period from the second anniversary of the date of issuance
through, but excluding, the seventh anniversary of the date of issuance, and (d)
6.75% of the Liquidation Preference ($3.375 per Series E-1 Preferred Unit) for
distributions paid in respect of any period thereafter (the applicable rate, 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 E-1 Preferred Units; provided that the amount per Series E-1
Preferred Unit to be paid in respect of the Initial Distribution Period shall be
determined in accordance with paragraph (ii) below. 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 distribution per Series E-1 Preferred Unit
accruing in each full Distribution Period shall be computed by dividing the
applicable Annual Distribution Rate by four and multiplying the quotient by the
Liquidation Preference, it being understood that distributions accruing in any
Distribution Period in which the Annual Distribution Rate changes shall be
determined using the blended average of the applicable Annual Distribution Rates
for such period, determined pro rata based on the number of days in the
Distribution Period that each Annual Distribution Rate was in force and assuming
a Distribution Period of 90 days. The amount of distributions payable on the
Series E-1 Preferred Units for the Initial Distribution Period and for any other
period shorter or longer than a full Distribution Period 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 Series E-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 E-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 E-1
Preferred Units that may be in arrears.
(iii) So long as any Series E-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 E-1 Preferred Units for all Distribution Periods terminating on or prior
to the distribution payment date on such class or series of Parity Units (as
defined below), 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 E-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 E-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.
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(iv) So long as any Series E-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 by the Partnership or the General Partner (other
than pursuant to Section 8.6 of the Agreement or another redemption, purchase or
other acquisition right granted concurrently with the issuance of such Junior
Units), 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 Partnership
or 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 E-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 E-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
E-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.
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 E-1 Preferred Units shall be entitled to
receive Fifty Dollars ($50.00) per Series E-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 E-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 E-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 the
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Series E-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 E-1 Preferred Units and any such other Parity Units if all amounts
payable thereon were paid in full. For the purposes of this Paragraph 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
Partnership or General Partner.
(ii) Subject to the rights of the holders of Partnership Units
of any series or class or classes ranking on a parity with or prior to the
Series E-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 E-1 Preferred Units as provided in this
Paragraph, 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
E-1 Preferred Units shall not be entitled to share therein.
D. Redemption of the Series E-1 Preferred Units. (i) The
Series E-1 Preferred Units shall not be redeemable by the Partnership prior to
March 3, 2004. On and after March 3, 2004, the General Partner may, at its
option, cause the Partnership to redeem all or any portion of the Series E-1
Preferred Units for cash in an amount set forth in paragraph D(ii) below and
subject to the other provisions of this Paragraph 2.D.
(ii) Upon redemption of Series E-1 Preferred Units by the
Partnership on the Partnership Redemption Date (as defined below) pursuant to
this Paragraph 2.D, each holder of a Series E-1 Preferred Unit so redeemed shall
receive cash in the amount of $50 per Unit plus all accrued and unpaid
distributions (whether or not declared) in arrears for any Distribution Period
or portion thereof ending on or prior to the Partnership Redemption Date (the
"Series E-1 Redemption Price"). If the Partnership Redemption Date falls after
the record date for a distribution payment and before the related Distribution
Payment Date, the holder of the Series E-1 Preferred Units to which such
redemption applies shall be entitled to such distributions notwithstanding the
redemption of such Series E-1 Preferred Units. Except as provided above and in
clause (v) below, the Partnership shall make no payment or allowance for unpaid
distributions, whether or not in arrears, on Series E-1 Preferred Units called
for redemption.
(iii) If fewer than all of the outstanding Series E-1
Preferred Units held by persons other than the General Partner are to be
redeemed, the Series E-1 Preferred Units to be redeemed from each such holder
(other than the General Partner, it being understood that the Partnership may
elect to redeem all of the Series E-1 Preferred Units
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held by the General Partner prior to redeeming any other Series E-1 Preferred
Units) shall be selected pro rata as nearly as practicable without creating
fractional units. Any notice of redemption delivered pursuant to this Paragraph
2.D(iii) will be mailed by the Partnership, by certified mail, postage prepaid,
not less than 10 nor more than 60 days prior to the date upon which such
redemption is to occur, which date shall be a date that, as of the mailing of
the notice, the Partnership, in its sole judgment, reasonably expects will be a
Business Day (the "Partnership Redemption Date"), addressed to each holder of
record of the Series E-1 Preferred Units at such holder's address as it appears
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
E-1 Preferred Units. In addition to any information required by law, each such
notice shall state: (a) the Partnership Redemption Date, (b) the Series E-1
Redemption Price, (c) the aggregate number of Series E-1 Preferred Units to be
redeemed and, if fewer than all of the outstanding Series E-1 Preferred Units
are to be redeemed, the number of Series E-1 Preferred Units to be redeemed held
by such holder, which number shall to the extent practicable be such holder's
pro rata share (based on the percentage of the aggregate number of outstanding
Series E-1 Preferred Units not held by the General Partner that the total number
of Series E-1 Preferred Units held by such holder represents and determined as
nearly as practicable without creating fractional interests) of the aggregate
number of Series E-1 Preferred Units held by persons other than the General
Partner to be redeemed, (d) the place or places where such Series E-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 E-1 Preferred Units.
(iv) Such Series E-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 Series E-1 Redemption Price with respect to such Series E-1
Preferred Units.
(v) On and after a Partnership Redemption Date, distributions
will cease to accumulate on the Series E-1 Preferred Units called for
redemption, unless the Partnership defaults in payment of the full redemption
price therefor. If, notwithstanding the Partnership's expectation when it
established a Partnership Redemption Date, any date fixed for redemption of
Series E-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 the originally scheduled redemption
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date. If payment of the Series E-1 Redemption Price is improperly withheld or
refused and not paid by the Partnership, distributions on such Series E-1
Preferred Units will continue to accumulate from the originally scheduled
redemption date to the date of payment, in which case the actual payment date
will be considered the Partnership Redemption Date for purposes of calculating
the Series E-1 Redemption Price.
(vi) If full cumulative distributions on the Series E-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, then
except in fulfilment of an exercise of the redemption rights set forth in
Paragraph 2.E below or, in the case of Parity Units, the exercise of any similar
redemption, conversion or other similar option granted concurrently with the
issuance of such Parity Units, and 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 Partnership
may not redeem Series E-1 Preferred Units held by persons other than the General
Partner or any Parity Units and neither the Partnership nor the General Partner
may purchase, redeem or otherwise acquire Series E-1 Preferred Units or any
Parity Units other than in exchange for Junior Units.
(vii) If fewer than all the Series E-1 Preferred Units
represented by any certificate are redeemed, the Partnership shall issue new
certificates representing the unredeemed Series E-1 Preferred Units without cost
to the holders thereof.
E. Series E-1 Preferred Unit Holder Redemption Right.
(i) General. (a) Commencing on the earlier of May 1 or
November 1 first following the first anniversary of the date of issuance, and
subject to the remainder of this Paragraph 2.E, a holder of the Series E-1
Preferred Units shall have the right (the "Series E-1 Redemption Right") to
require the Partnership to redeem Series E-1 Preferred Units held by it on the
Series E-1 Specified Redemption Date for, at the holder's election, either (x)
the number of fully paid and non-assessable Class A Units obtained by dividing
the aggregate Liquidation Preference of the Series E-1 Preferred Units being
redeemed by the Conversion Price (as in effect at the time and on the Series E-1
Specified Redemption Date) or (y) cash at a redemption price obtained by
multiplying the number of Class A Units that would have been receivable under
the preceding clause (x) by the Value on the redemption date of one Common
Share. Upon such redemption the Partnership shall also pay the partner
exercising the Series E-1 Redemption Right (the "Series E-1 Redeeming Partner")
any accumulated and unpaid distributions (whether or not declared) for the
Series E-1 Preferred Units for any Distribution Period ending prior to the
Series E-1 Specified Redemption Date. Any such Series E-1 Redemption Right shall
be exercised pursuant to a notice of redemption comparable to the Notice of
Redemption required under Section 8.6 of the Agreement (such notice, a "Series
E-1 Notice of Redemption")
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delivered to the Partnership (with a copy to the General Partner) by the Series
E-1 Redeeming Partner. In addition, except as otherwise provided herein to the
contrary, any redemption pursuant to the Series E-1 Redemption Right shall be
subject to all of the provisions of the Agreement limiting redemptions under
Paragraph 8.6 of the Agreement as if it were a redemption under that section.
(b)The Series E-1 Redeeming Partner shall have no right with
respect to any Series E-1 Preferred Units so redeemed to receive any
distributions paid after the Series E-1 Specified Redemption Date, unless the
record date for the distribution preceded the Series E-1 Specified Redemption
Date. If the record date for such distribution was a date prior to the Series
E-1 Specified Redemption Date and the Distribution Payment Date in respect of
such distribution was a date after the Series E-1 Specified Redemption Date,
such Series E-1 Redeeming Partner shall be required, as a condition of the
redemption of such Series E-1 Preferred Units, to pay the amount of such
distribution to the Partnership (if such Series E-1 Preferred Units are redeemed
for cash) or to the General Partner (if such Series E-1 Preferred Units are
redeemed for Common Shares). If payment of the redemption price required under
Paragraph 2.E(i)(a) above is improperly withheld or refused and not paid by the
Partnership, distributions on such Series E-1 Preferred Units will continue to
accumulate from the originally scheduled redemption date to the date of payment,
in which case the actual payment date will be considered the Series E-1
Specified Redemption Date for purposes of calculating the redemption price.
(c)The Assignee of any Limited Partner may exercise the rights of
such Limited Partner pursuant to this Paragraph 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 E-1 Preferred Units has delivered a Series E-1 Notice of Redemption
and has specified that the redemption is to be satisfied in cash (as opposed to
Class A Units), 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 E-1
Redemption Right by delivering to the Series E-1 Redeeming Partner on the Series
E-1 Specified Redemption Date either (x) the cash redemption price required in
Paragraph 2.E(i)(a)(y) above or (y) a number of Common Shares equal to the
number of Class A Units that would have been issuable by the
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Partnership if the Series E-1 Redeeming Partner had elected to redeem its Series
E-1 Preferred Units for Class A Common Units pursuant to Paragraph 2.E(i)(a)(x)
above (subject to modification as set forth in Paragraph 2.E(ii)(c) and
Paragraph 2.E(vi) below). Unless the General Partner, in its sole and absolute
discretion, shall exercise its right to assume directly and satisfy the Series
E-1 Redemption Right, the General Partner shall not have any obligation to the
Redeeming Partner or to the Partnership with respect to the Series E-1 Redeeming
Partner's exercise of the Series E-1 Redemption Right. In the event the General
Partner shall exercise its right to satisfy the Series E-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 Series E-1 Redeeming
Partner with respect to such partner's exercise of the Series E-1 Redemption
Right, and each of the Series E-1 Redeeming Partner, the Partnership and the
General Partner shall, for federal income tax purposes, treat the transaction
between the General Partner and the Series E-1 Redeeming Partner as a sale of
the partner's Series E-1 Preferred 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 E-1 Preferred Units to exercise the Series E-1
Redemption Right afforded pursuant to paragraph (i) above.
(b) In the event that the Partnership redeems Series E-1
Preferred Units for cash in accordance with Paragraph 2.E(i)(a)(y), the units so
redeemed shall be terminated. In the event that the General Partner determines
to acquire the Series E-1 Redeeming Partner's Series E-1 Preferred Units,
whether for cash or Common Shares, then upon acquisition of such units by the
General Partner, the General Partner shall be treated for all purposes of the
Agreement as the owner of those Series E-1 Preferred Units so acquired and
concurrently with any such acquisition of Series E-1 Preferred Units by the
General Partner for Common Shares, the Series E-1 Preferred Units so acquired
shall automatically be converted into a number of Class A Units equal to the
number of Common Shares paid by the General Partner to acquire those Units
(subject to modification as set forth in paragraph (c) below). Regardless of the
method of redemption or consideration paid, any accumulated and unpaid
distributions on Series E-1 Preferred Units for any period following the most
recently completed Distribution Period preceding to the date of redemption shall
be extinguished upon redemption.
(c) In the event that 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 E-1 Preferred Shares), in
each case as a result of which Common 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 pursuant to Paragraph 2.E(i)(a)(x) in lieu of a Common Share
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
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upon consummation of such transaction in return for one Common Share; and the
General Partner may not become a party to any such transaction unless the terms
thereof are consistent with the foregoing.
(d) Each Redeeming Partner agrees to execute such documents as
the General Partner may reasonably require in connection with the issuance of
Common Shares upon exercise of the Series E-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 E-1 Redemption Right pursuant to Section
2.E(i)(a)(y) if (but only as long as) the delivery of Common Shares to such
Partner on the Series E-1 Specified Redemption Date (a) would be prohibited
under the Declaration of Trust, or (b) as long as the Common 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 E-1 Redemption Right).
(iv) No Liens on Partnership Units Delivered for Redemption.
All Series E-1 Preferred Units delivered for redemption must 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 shall be under any obligation to acquire
Series E-1 Preferred Units which are or may be subject to any liens. In the
event any state or local property transfer tax is payable as a result of the
transfer of its Series E-1 Preferred Units to the Partnership or the General
Partner, the redeeming partner must assume and pay such transfer tax.
(v) No fractional Class A Unit or fractional Common Share
shall be issued upon redemption of any Series E-1 Preferred Unit. Instead, the
Partnership or General Partner, as applicable, shall pay the Series E-1
Redeeming Partner an amount in cash based upon the Value of the Common Shares on
the Trading Day immediately preceding the date of redemption.
(vi) 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.
(vii) Notwithstanding the prohibition on redemption during the
first year following issuance of a Class A Unit stated in the first sentence of
Section 8.6.A(i) of the Agreement, the redemption rights granted in Section
8.6.A shall be available with respect to any Class A Unit issued in fulfilment
of the Partnership's redemption obligations pursuant to this Paragraph 2.E at
any time commencing on the earlier of May
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16
1 or November 1 first following the first anniversary of the date of issuance of
the Series E-1 Preferred Unit in respect of which said Class A Unit was issued.
(viii) In the event that the General Partner provides notice
to the Limited Partners, pursuant to Section 8.5.C of the Agreement, then in
addition to the rights otherwise granted in Paragraph 2.E(i), the redemption
right granted in Paragraph 2.E(i) (if then available) shall be exercisable for
cash as contemplated in Paragraph 2.E(i)(a)(y) during the period commencing on
the date on which the General Partner provides such notice and ending on the
record date to determine shareholders eligible to receive the distribution or
vote upon the approval of the merger, sale or other extraordinary transaction to
which the Section 8.5.C notice relates (or, if no such record date is
applicable, the date that is twenty (20) days after the date on which the
General Partner provides such notice on the additional terms set forth in the
next sentence.) In the event that this paragraph (viii) applies, the Series E-1
Specified Redemption Date shall be the sooner of (1) the sixtieth (60th) day
(or, if applicable pursuant to the definition of the term "Series E-1 Specified
Redemption Date", the tenth (10th) Business Day) after the Partnership receives
the Series E-1 Redemption Notice or (2) the Business Day immediately preceding
the record date to determine shareholders eligible to receive a distribution or
vote on approval; provided that if such time period determined pursuant to
clause (1) or (2) above expires in less than sixty (60) days (or, if applicable,
ten (10) Business Days) and the General Partner does not elect to redeem the
subject Series E-1 Preferred Units for Common Shares, the Partnership will have
up to sixty (60) days (or, if applicable, ten (10) Business Days) from receipt
of the Series E-1 Redemption Notice to deliver payment in respect of such Series
E-1 Preferred Units.
F. Ranking. (i) Any class or series of Partnership Units shall
be deemed to rank:
(a) prior to the Series E-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 E-1 Preferred Units;
(b) on a parity with the Series E-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
E-1 Preferred Units, if the holders of such Partnership Units of such class or
series and the Series E-1 Preferred Units shall be entitled to the receipt of
distributions and of amounts distributable upon liquidation, dissolution or
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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 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 E-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 Class A Units or if the holders of
Series E-1 Preferred Units shall be entitled to receive distributions or 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 ("Junior Units").
(ii) The Series A Preferred Units, the Series B Preferred
Units, the Series C-1 Preferred Units and the Series D-1 Preferred Units shall
be Parity Units with respect to the Series E-1 Preferred Units and the holders
of the Series E-1 Preferred Units, the Series A Preferred Units, Series B
Preferred Units, Series C-1 Preferred Units and Series D-1 Preferred Units shall
be entitled to receive distributions and 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 E-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 on a basis 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 on a basis 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 E-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 E-1 Preferred Units shall receive: (i) accumulated and unpaid
distributions on a basis pari passu with distributions made to the holders of
any outstanding Class D Units pursuant to Subsection 5.1.B(ii) of the
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Agreement and (ii) other distributions on a basis 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 E-1 Preferred Units shall receive distributions on a
basis pari passu with other Partnership Units, if any, receiving distributions
pursuant to Section 5.1.B(i) of the Agreement, 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 F(ii)(a) and
F(ii)(b) of this Exhibit L 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 E-1 Preferred Units and such other
Partnership Units, as applicable, to the total amounts to be paid the Series E-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 E-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 E-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 E-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 E-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 E-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 E-1
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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 E-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 Agreement shall be deemed to
also refer to Series E-1 Preferred Units except that references to distributions
made to Preference Units shall be deemed to refer to distributions made to the
Series E-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 or as required under
Section 14.1.D of the Agreement, the holders of the Series E-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. When entitled
to vote on a matter being submitted to holders of Partnership Units of more than
one Class or Series, the Series E-1 Preferred Units shall vote together as a
class.
(ii) So long as any Series E-1 Preferred Units are
outstanding, the General Partner shall not authorize the issuance of, and the
Partnership shall not issue, Partnership Units of any new class or series or any
interest in the Partnership convertible, exchangeable or redeemable into
Partnership Units of any new class or series ranking prior to the Series E-1
Preferred Units as to the payment of distributions or as to the distribution of
assets on any liquidation, dissolution or winding up of the General Partner or
the Partnership, unless (i) 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 or (ii) the aggregate liquidation preference of all such issued
and outstanding Partnership Units (excluding for purposes hereof any Partnership
Units of the type referred to in the preceding clause (i)) does not exceed
$350,000,000, it being understood that the General Partner and the Partnership
shall have the absolute right to authorize and issue any such Partnership Units
so long as the aggregate liquidation preference of all such Units (excluding for
purposes hereof any Partnership Units of the type referred to in the preceding
clause (i)) outstanding at any time when any Series E-1 Preferred Units are also
outstanding shall
L-15
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not exceed $350,000,000.
H. Restrictions on Ownership and Transfer. (i) Transfers of
Series E- 1 Preferred Units shall be governed by Article XI of the Agreement.
(ii) No person may, while owning, directly or indirectly,
equity interests in the Partnership with an aggregate value equal to or
exceeding 5% of the total value of the outstanding equity interests in the
Partnership, own, either directly or under the attribution rules of Section
318(a) of the Code (as modified by Section 856(d)(5) of the Code, and using the
principles of Section 7704(d)(3)(B) of the Code in determining when interests
owned, directly or under the attribution rules, by a partner in an entity that
is treated as a partnership for federal tax purposes as owned by such entity),
any equity interests in Vornado Operating Company, Vornado Operating L.P.,
Charles E. Smith Commercial Realty L.P. ("CSCR") or any direct or indirect
tenant or subtenant of the Partnership or any of its subsidiaries; (Vornado
Operating Company, Vornado Operating L.P., CSCR or any direct or indirect tenant
or subtenant of the Partnership or its subsidiaries, collectively, the "Vornado
Tenants"); provided, (1) that while the direct or indirect holder of the Series
E-1 Preferred Units is Commonwealth Atlantic Properties Inc. ("CAPI") or
Commonwealth Atlantic-Crystal City OP Holding Inc., only equity interests in
Vornado Tenants actually owned by CAPI, entities controlled by CAPI, LF
Strategic Realty Investors, L.P. ("LFSRI") (during such period as LFSRI holds,
directly or indirectly, an equity interest in CAPI) , entities controlled by
LFSRI (during such period as LFSRI holds, directly or indirectly, an equity
interest in CAPI) and, solely in the case of Vornado Operating Company and
Vornado Realty L.P., the general partners of LFSRI (during such period as LFSRI
holds, directly or indirectly, an equity interest in CAPI) or entities
controlled by any such general partner (during such period as LFSRI holds,
directly or indirectly, an equity interest in CAPI) shall be taken into account,
(2) that ownership of Vornado Tenants will not violate the provisions of this
Paragraph 2.H(ii) if (x) the person owning, directly or indirectly, the Series
E-1 Preferred Units owns, under the principles of this Paragraph 2.H(ii) less
than 10% of the stock, assets or profits interests in the Vornado Tenant or (y)
the aggregate amount of rent received of accrued from the Vornado Tenants in
which the relevant person owns, under the principles of this Paragraph 2.H(ii),
10% or more of the stock, assets or profits interests constitutes less than 10%
of the gross income of the Partnership, and (3) Vornado Tenant ownership shall
breach this provision only where the Vornado Tenant ownership would cause either
(x) the General Partner to fail to qualify as a "real estate investment trust")
for purposes of Section 856 of the Code or (y) the Partnership to be treated as
a publicly traded partnership treated as a corporation under Section 7704(a) of
the Code. If at any time any person would, but for the provisions of this
Paragraph 2.H, own, directly or under the attribution rules of Section 318(a) of
the Code (as modified by Section 856(d)(5) and Section 7704(d)(3)(B) of the
Code, applying Section 7704(d)(3)(B) rather than Section 856(d)(5) in treating
interests owned by a partner in an entity that is treated
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as a partnership for federal tax purposes as owned by such entity), (A) 5
percent or more (by value) of the outstanding equity interests in the
Partnership and (B) an interest in a Vornado Tenant in violation of the
preceding sentence, then, effective immediately prior to such point in time, a
portion of the interests in the Partnership owned, either directly or
indirectly, by such person (but limited to the E-1 Preferred Units) shall become
"Excess Units". The portion that shall become Excess Units shall be the smallest
portion necessary to cause such person to own, either directly or indirectly,
interests in the Partnership with a value that is not in excess of 4.9 percent
of the value of the Partnership's outstanding interests. While interests in the
Partnership are Excess Units, such interests will be deemed to have been
transferred by operation of law to a trust (the "Special Trust") for the
exclusive benefit of an organization described in Section 501(c)(3) of the Code
and designated by the General Partner. The Partnership, as trustee of the
Special Trust, shall be entitled to receive all distributions made in respect of
Excess Units. Any distributions made prior to the discovery that interests in
the Partnership have become Excess Units shall be repaid to the Partnership as
trustee of the Special Trust. The trustee shall exercise all rights associated
with interests in the Partnership that become Excess Units during the period
that such interests are Excess Units. The Partnership shall have the right to
transfer the Excess Units held in the Special Trust to any person. The holder of
the interests that became Excess Units (or such holder's successor) shall be
entitled to receive, from the proceeds of such a transfer, an amount not in
excess of the lesser of (X) the fair market value of the interests that became
Excess Units on the date they became Excess Units and (Y) the consideration for
the transfer of the Excess Units. Excess Units shall cease to be treated as
Excess Units following such a transfer. In the event that a liquidating
distribution is made in respect of Excess Units, the holder of the interests
that became Excess Units (or such holder's successor) shall be entitled to
receive a portion of such distribution not in excess of the fair market value of
the interests that became Excess Units on the day they became Excess Units. The
Partnership agrees that if it becomes aware that Partnership interests have
become Excess Units, then it will make reasonable efforts to cause a transfer of
such Excess Units as promptly as practicable; provided, however, that if such
Partnership interests were held by CAPI or Commonwealth Atlantic - Crystal City
OP Holdings Inc., then the Partnership will make reasonable efforts to cause a
transfer of such Excess Units following January 2, 2004. No holder of
Partnership Units will be subject to any liability for damages, monetary or
otherwise, as a result of a breach of this Section H(ii), other than having
their interests become Excess Units under this Section H(ii) and, as a result,
being liable to pay
over any distributions or other amounts which the holder receives to which it is
not entitled under the Excess Units provisions of this Section H(ii).
(iii) Without the prior written consent of the Partnership,
Series E-1
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Preferred Units may not be transferred (x) through (1) a national, non-U.S.,
regional, local or other securities exchange, (2) PORTAL, or (3) an
over-the-counter market (including an interdealer quotation system that
regularly disseminates firm buy or sell quotations by identified brokers or
dealers by electronic means or otherwise) or (y) to or through (A) a person,
such as a broker or dealer, that makes a market in, or regularly quotes prices
for, interests in the Partnership or (B) a person that regularly makes available
to the public (including customers or subscribers) bid or offer quotes with
respect to any interests in the Partnership and stands ready to effect
transactions at the quoted prices for itself or on behalf of others.
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Attachment 2
EXHIBIT A (3/3/99) - CAPI TRANSACTION
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 $297,508,992 100.0000%
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.
Commonwealth Atlantic Properties Inc.
Commonwealth Atlantic -- Crystal City
OP Holding Inc.
Jacob H. Froelich, Jr.
S.D. Phillips
George W. Lyles
Canoe House Partners, LLC
Roaring Gap Limited Partnership
Phillips Property Company, LLC
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
24
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
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.
Commonwealth Atlantic Properties Inc.
Commonwealth Atlantic - Crystal
City OP Holding Inc.
Jacob H. Froelich, Jr. 150,067 $ 5,352,890 20.0648%
S.D. Phillips 9,976 $ 355,844 1.3338%
George W. Lyles 70,044 $ 2,498,469 9.3653%
Canoe House Partners, LLC 200,090 $ 7,137,210 26.7531%
Roaring Gap Limited Partnership 290,158 $10,349,936 38.7957%
Phillips Property Company, LLC 27,577 983,672 3.6872%
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
25
CLASS OF UNITS
--------------------------------------------------------------------------
SERIES D-1 VALUE PERCENTAGE SERIES E-1 VALUE PERCENTAGE
PREFERRED OF OF PREFERRED OF OF
UNITS SERIES D-1 SERIES D-1 UNITS SERIES E-1 SERIES E-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.
Merchandise Mart Owners, L.L.C.
Merchandise Mart Enterprises, L.L.C.
World Trade Center Chicago, L.L.C.
Greene Street 1998 Exchange Fund, L.P. 3,500,000 87,500,000 100.00%
Commonwealth Atlantic Properties Inc. 3,899,333 194,966,650 78.02%
Commonwealth Atlantic-Crystal 1,098,667 54,933,350 21.98%
City OP Holding Inc.
Jacob H. Froelich, Jr.
S.D. Phillips
George W. Lyles
Canoe House Partners, LLC
Roaring Gap Limited Partnership
Phillips Property Company, LLC
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
26
CLASS OF UNITS
-----------------------------------------------------------------------------------
COMMON UNITS TOTAL VALUE PERCENTAGE
------------------------------------------- COMMON COMMON COMMON
A C D E UNITS UNITS UNITS
-----------------------------------------------------------------------------------
Vornado Realty Trust
Vornado Realty Trust 43,527,559 43,527,559 $1,552,628,030 47.3996%
Vornado Finance Corp 35,282,694 35,282,694 $1,258,533,695 38.4213%
Vornado Investment Corporation 3,666,666 3,666,666 $130,789,976 3.9928%
40 East 14 Realty Associates 0 $0 0.0000%
General Partnership 1,639,278 1,639,278 $58,473,046 1.7851%
825 Seventh Avenue Holding Corporation 235,516 235,516 $8,400,856 0.2565%
Menands Holdings Corporation 536,524 536,524 $19,137,811 0.5843%
Two Guys From Harrison, N.Y., Inc. 180,890 180,890 $6,452,346 0.1970%
Washington Design Center, L.L.C. 65,807 65,807 $2,347,336 0.0717%
Merchandise Mart Owners, L.L.C. 0 $0 0.0000%
Merchandise Mart Enterprises, L.L.C. 395,967 395,967 $14,124,143 0.4312%
World Trade Center Chicago, L.L.C. 603,948 603,948 $21,542,825 0.6577%
Greene Street 1998 Exchange Fund, L.P. 0 $0 0.0000%
Commonwealth Atlantic Properties Inc.
Commonwealth Atlantic-Crystal City
OP Holding Inc.
Jacob H Froelich, Jr. 202,411 202,411 $7,220,000 0.2204%
S.D. Phillips 0 0 $0 0.0000%
George W Lyles 0 0 $0 0.0000%
Canoe House Partners, LLC 0 0 $0 0.0000%
Roaring Gap Limited Partnership 0 0 $0 0.0000%
Phillips Property Company, LLC 0 0 $0 0.0000%
The Mendik Partnership, L.P. 2,512,023 2,512,023 $89,603,860 2.7355%
Mendik Realty Company, Inc. 161 161 $5,743 0.0002%
FW / Mendik REIT, L.L.C. (2) 486,540 486,540 $17,354,882 0.5298%
Mendik RELP Corp. 846 846 $30,177 0.0009%
2750 Associates 2,704 2,704 $96,452 0.0029%
Abrams, Trust U/W/O Ralph 7,244 7,244 $258,393 0.0079%
Adler, Robert 2,496 2,496 $89,032 0.0027%
Alpert, Vicki 5,228 5,228 $186,483 0.0057%
Ambassador Construction Company, Inc. 37,178 37,178 $1,326,139 0.0405%
Aschendorf-Shasha, Ellen 1,710 1,710 $60,996 0.0019%
Ash, Herbert 154 154 $5,493 0.0002%
Aubert, Trust FBO Lysa 0 $0 0.0000%
UWO Barbara Schwartz 4,278 4,278 $152,596 0.0047%
Aubert, Trust FBO Lysa 0 $0 0.0000%
UWO Ellis Schwartz 256 256 $9,132 0.0003%
Barr, Thomas 1,844 1,844 $65,775 0.0020%
Barkin, Leonard 962 962 $34,315 0.0010%
Batkin, Nancy 0 0 $0 0.0000%
Batkin, Nancy 1998 Trust u/a/d 5/11/98 108 6,338 6,446 $229,929 0.0070%
Berenson, David 1,034 1,034 $36,883 0.0011%
Berenson, Joan 1,382 1,382 $49,296 0.0015%
Berenson, Richard 842 842 $30,034 0.0009%
Berenson, Robert 1,762 1,762 $62,851 0.0019%
Berger, Alica C. 374 374 $13,341 0.0004%
Bianculli, Louis 5,604 5,604 $199,895 0.0061%
Bierman, Jacquin 5,376 5,376 $191,762 0.0059%
Blumenthal, Joel Marie 154 154 $5,493 0.0002%
Braverman, Madlyn 35,032 35,032 $1,249,591 0.0381%
Bonk, Chris 75,344 75,344 $2,687,520 0.0820%
Carb, Sally 1,793 1,793 $63,956 0.0020%
Carney, Thomas 1,419 1,419 $50,616 0.0015%
Chambers, Robert 145 7,961 8,106 $289,141 0.0088%
CHO Enterprises 5,364 5,364 $191,334 0.0058%
Dembner, Shirley 145 78 223 $7,954 0.0002%
Dembner, Shirley UGMA 0 $0 0.0000%
for Lindsey Dembner 3,462 3,462 $123,490 0.0038%
Doner, Max 3,364 3,364 $119,994 0.0037%
Downey, Michael 83,226 83,226 $2,968,671 0.0906%
Dryfoos, Jacqueline 962 962 $34,315 0.0010%
Dubrowski, Raymond 2,304 2,304 $82,184 0.0025%
Evans, Ben 104 104 $3,710 0.0001%
Field, Walter L. 1,680 1,680 $59,926 0.0018%
Jesse Fierstein & Co. 4,045 4,045 $144,285 0.0044%
Fischer, Alan A. 3,364 3,364 $119,994 0.0037%
Freedman, Robert 5,770 5,770 $205,816 0.0063%
Gershon, Estate of Murray 10,494 10,494 $374,321 0.0114%
Getz, Howard 333 333 $11,878 0.0004%
Getz, Sandra 7,328 7,328 $261,390 0.0080%
Getz, Sandra & Howard 748 748 $26,681 0.0008%
27
TOTAL TOTAL PERCENTAGE
UNITS VALUE INTEREST
---------- -------------- --------
Vornado Realty Trust 90,858,366(1) $3,331,924,752 83.2010%
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 $17,347,336 0.4332%
Merchandise Mart Owners, L.L.C. 1,049,349 $52,467,450 1.3102%
Merchandise Mart Enterprises, L.L.C. 395,967 $14,124,143 0.3527%
World Trade Center Chicago, L.L.C. 603,948 $21,542,825 0.5379%
Greene Street 1998 Exchange Fund, L.P. 3,500,000 $87,500,000 2.1850%
Commonwealth Atlantic Properties, Inc. 3,899,333 $194,966,650 4.8685%
Commonwealth Atlantic - Crystal City 1,098,667 $54,933,350 1.3717%
OP Holding Inc.
Jacob H. Froelich, Jr. 352,478 $12,572,890 0.3140%
S.D. Phillips 9,976 $355,844 0.0089%
George W. Lyles 70,044 $2,498,469 0.0624%
Canoe House Partners, LLC 200,090 $7,137,210 0.1782%
Roaring Gap Limited Partnership 290,158 $10,349,936 0.2584%
Phillips Property Company, LLC 27,577 $983,672 0.0246%
The Mendik Partnership, L.P. 2,512,023 $89,603,860 2.2375%
Mendik Realty Company, Inc. 161 $5,743 0.0001%
FW / Mendik REIT, L.L.C. (2) 486,540 $17,354,882 0.4334%
Mendik RELP Corp. 846 $30,177 0.0008%
2750 Associates 2,704 $96,452 0.0024%
Abrams, Trust U/W/O Ralph 7,244 $258,393 0.0065%
Adler, Robert 2,496 $89,032 0.0022%
Alpert, Vicki 5,228 $186,483 0.0047%
Ambassador Construction Company, Inc. 37,178 $1,326,139 0.0331%
Aschendorf-Shasha, Ellen 1,710 $60,996 0.0015%
Ash, Herbert 154 $5,493 0.0001%
Aubert, Trust FBO Lysa 0 $0 0.0000%
UWO Barbara Schwartz 4,278 $152,596 0.0038%
Aubert, Trust FBO Lysa 0 $0 0.0000%
UWO Ellis Schwartz 256 $9,132 0.0002%
Barr, Thomas 1,844 $65,775 0.0016%
Barkin, Leonard 962 $34,315 0.0009%
Batkin, Nancy 0 $0 0.0000%
Batkin, Nancy 1998 Trust u/a/d 5/11/98 6,446 $229,929 0.0057%
Berenson, David 1,034 $36,883 0.0009%
Berenson, Joan 1,382 $49,296 0.0012%
Berenson, Richard 842 $30,034 0.0007%
Berenson, Robert 1,762 $62,851 0.0016%
Berger, Alice C. 374 $13,341 0.0003%
Bianculli, Louis 5,604 $199,895 0.0050%
Bierman, Jacquin 5,376 $191,762 0.0048%
Blumenthal, Joel Marie 154 $5,493 0.0001%
Braverman, Madlyn 35,032 $1,249,591 0.0312%
Bonk, Chris 75,344 $2,687,520 0.0671%
Carb, Sally 1,793 $63,956 0.0016%
Carney, Thomas 1,419 $50,616 0.0013%
Chambers, Robert 8,106 $289,141 0.0072%
CHO Enterprises 5,364 $191,334 0.0048%
Dembner, Shirley 223 $7,954 0.0002%
Dembner, Shirley UGMA 0 $0 0.0000%
for Lindsey Dembner 3,462 $123,490 0.0031%
Doner, Max 3,364 $119,994 0.0030%
Downey, Michael 83,226 $2,968,671 0.0741%
Dryfoos, Jacqueline 962 $34,315 0.0009%
Dubrowski, Raymond 2,304 $82,184 0.0021%
Evans, Ben 104 $3,710 0.0001%
Field, Walter L. 1,680 $59,926 0.0015%
Jesse Fierstein & Co. 4,045 $144,285 0.0036%
Fischer, Alan A. 3,364 $119,994 0.0030%
Freedman, Robert 5,770 $205,816 0.0051%
Gershon, Estate of Murray 10,494 $374,321 0.0093%
Getz, Howard 333 $11,878 0.0003%
Getz, Sandra 7,328 $261,390 0.0065%
Getz, Sandra & Howard 748 $26,681 0.0007%
28
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 $14,767 0.0005% 414 $14,767 0.0004%
Ginsberg, Benedict 932 932 $33,244 0.0010% 932 $33,244 0.0008%
Goldberg, Clarence 916 916 $32,674 0.0010% 916 $32,674 0.0008%
Goldring, Stanley 10,833 10,833 $386,413 0.0118% 10,833 $386,413 0.0096%
Goldschmidt, Beatrice 22,045 22,045 $786,345 0.0240% 22,045 $786,345 0.0196%
Goldschmidt, Charles 10,752 10,752 $383,524 0.0117% 10,752 $383,524 0.0096%
Goldschmidt, Edward 12,842 12,842 $458,074 0.0140% 12,842 $458,074 0.0114%
Goldschmidt, C. Trust U/A/D 7/11/90 8,389 8,389 $299,236 0.0091% 8,389 $299,236 0.0075%
Goldschmidt, Lawrence 92,454 92,454 $3,297,834 0.1007% 92,454 $3,297,834 0.0823%
Gorfinkle, Alaine 664 664 $23,685 0.0007% 664 $23,685 0.0006%
Gorfinkle, Lawrence 3,830 3,830 $136,616 0.0042% 3,830 $136,616 0.0034%
Gould Investors, L.P. 458,964 458,964 $16,371,246 0.4998% 458,964 $16,371,246 0.4088%
Green, Bernard 14,152 14,152 $504,802 0.0154% 14,152 $504,802 0.0126%
Green, Barbara 8,546 8,546 $304,836 0.0093% 8,546 $304,836 0.0076%
Greenbaum, David R. 701 701 $25,005 0.0008% 701 $25,005 0.0006%
Greif, Goldie 6,724 6,724 $239,845 0.0073% 6,724 $239,845 0.0060%
Gutenberg, Bernice 688 688 $24,541 0.0007% 688 $24,541 0.0006%
H L Silbert trustee U/W 19,976 19,976 $712,544 0.0218% 19,976 $712,544 0.0178%
of H A Goldman
Hagler, Philip 14,631 14,631 $521,888 0.0159% 14,631 $521,888 0.0130%
Harteveldt, Robert L. 5,128 5,128 $182,916 0.0056% 5,128 $182,916 0.0046%
Hirsch, Phillip J. 338 338 $12,056 0.0004% 338 $12,056 0.0003%
Hirsch, Judith 338 338 $12,056 0.0004% 338 $12,056 0.0003%
Hrusha, Alan 1,844 1,844 $65,775 0.0020% 1,844 $65,775 0.0016%
Hutner, Anne Trust F/B/O 4,610 4,610 $164,439 0.0050% 4,610 $164,439 0.0041%
Hutner, Estate of Irwin 11,334 11,334 $404,284 0.0123% 11,334 $404,284 0.0101%
INS Realty Associates 269,516 269,516 $9,613,636 0.2935% 269,516 $9,613,636 0.2401%
Fierstein Co. 28,415 28,415 $1,013,563 0.0309% 28,415 $1,013,563 0.0253%
Jaffe, Elizabeth 76 76 $2,711 0.0001% 76 $2,711 0.0001%
Jones, Hazel 2,496 2,496 $89,032 0.0027% 2,496 $89,032 0.0022%
Kaufman, Robert M. 338 338 $12,056 0.0004% 338 $12,056 0.0003%
Klein, Robin 3,364 3,364 $119,994 0.0037% 3,364 $119,994 0.0030%
Knatten Inc. 141,998 141,998 $5,065,069 0.1546% 141,998 $5,065,069 0.1265%
Knight, Laureine 10,242 10,242 $365,332 0.0112% 10,242 $365,332 0.0091%
Komaroff, Stanley 576 576 $20,546 0.0006% 576 $20,546 0.0005%
Kosloff, Andrea 78 78 $2,782 0.0001% 78 $2,782 0.0001%
Kosloff, Andrea UGMA 0 $0 0.0000% 0 $0 0.0000%
for Adam Kosloff 2,116 2,116 $75,478 0.0023% 2,116 $75,478 0.0019%
Kosloff, Andrea UGMA 0 $0 0.0000% 0 $0 0.0000%
for Justin Kosloff 2,116 2,116 $75,478 0.0023% 2,116 $75,478 0.0019%
Koven, Irving 0 0 $0 0.0000% 0 $0 0.0000%
Koven, Esther 11,208 11,208 $399,789 0.0122% 11,208 $399,789 0.0100%
Kowal, Myron as Custodian 0 $0 0.0000% 0 $0 0.0000%
for Andrew Kowal 748 748 $26,681 0.0008% 748 $26,681 0.0007%
Kramer, Saul 652 652 $23,257 0.0007% 652 $23,257 0.0006%
Kuhn, James D. 1,606 151,046 152,652 $5,445,097 0.1662% 152,652 $5,445,097 0.1360%
Kuhn, Leo 902 902 $32,174 0.0010% 902 $32,174 0.0008%
Kurshan, Herbert 2,496 2,496 $89,032 0.0027% 2,496 $89,032 0.0022%
Lauder, Leonard 4,660 4,660 $166,222 0.0051% 4,660 $166,222 0.0042%
Lauder, Ronald 4,660 4,660 $166,222 0.0051% 4,660 $166,222 0.0042%
Leff, Joseph 3,364 3,364 $119,994 0.0037% 3,364 $119,994 0.0030%
Leff, Valerie 3,364 3,364 $119,994 0.0037% 3,364 $119,994 0.0030%
Lefkowitz, Howard 414 414 $14,767 0.0005% 414 $14,767 0.0004%
LeRoy Partners 0 0 $0 0.0000% 0 $0 0.0000%
Liroff, Harriett 12,166 12,166 $433,961 0.0132% 12,166 $433,961 0.0108%
Liroff, Richard 1,532 1,532 $54,646 0.0017% 1,532 $54,646 0.0014%
Loewengart, Irene 1,664 1,664 $59,355 0.0018% 1,664 $59,355 0.0015%
Lovitz, David 2,244 2,244 $80,043 0.0024% 2,244 $80,043 0.0020%
M. Westport Associates 3,412 3,412 $121,706 0.0037% 3,412 $121,706 0.0030%
Maayan Partners 9,616 9,616 $343,003 0.0105% 9,616 $343,003 0.0086%
Marvin, Morton 914 914 $32,602 0.0010% 914 $32,602 0.0008%
Marvin, Suzanne 76 76 $2,711 0.0001% 76 $2,711 0.0001%
Maynard, Jean 2,304 2,304 $82,184 0.0025% 2,304 $82,184 0.0021%
Mazer, David 6,724 6,724 $239,845 0.0073% 6,724 $239,845 0.0060%
Mazer, Richard 6,724 6,724 $239,845 0.0073% 6,724 $239,845 0.0060%
Mendik, Bernard 13,162 13,162 $469,489 0.0143% 13,162 $469,489 0.0117%
Mendik, Susan 976 930 1,906 $67,987 0.0021% 1,906 $67,987 0.0017%
Mendik, Susan Trust 36 4,474 4,510 $160,872 0.0049% 4,510 $160,872 0.0040%
u/w/o Jean A. Batkin
L.C. Migdal & Ellin Kalmus, 0 $0 0.0000% 0 $0 0.0000%
Trustees of Trust "B"
u/w/o of Murray Silberstein 10,256 10,256 $365,832 0.0112% 10,256 $365,832 0.0091%
Mil Equities 13,334 13,334 $475,624 0.0145% 13,334 $475,624 0.0119%
Myers Group III, Inc. 17,641 17,641 $629,254 0.0192% 17,641 $629,254 0.0157%
Myers Group IV, Inc. 126,979 126,979 $4,529,341 0.1383% 126,979 $4,529,341 0.1311%
Nevas, Alan 1,636 1,636 $58,356 0.0018% 1,636 $58,356 0.0015%
Nevas, Leo 3,271 3,271 $116,677 0.0036% 3,271 $116,677 0.0029%
Nicardo Corporation 0 0 $0 0.0000% 0 $0 0.0000%
Novick, Lawrence 154 154 $5,493 0.0002% 154 $5,493 0.0001%
Oestreich, David A. 38,808 38,808 $1,384,281 0.0423% 38,808 $1,384,281 0.0346%
Oestreich, Joan E. 38,802 38,802 $1,384,067 0.0423% 38,802 $1,384,067 0.0346%
29
- ------------------------------------------------------------------------------------------------------------------------------------
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 $297,508,992 100.0000% 899,566 $44,978,300 100.00% 449,783 $22,489,150 100.00%
---------------------------------- ----------------------------- -----------------------------
30
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
- ------------------------------------------------------------------------------------------------------------------
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 747,912 $26,678,021 100.00% 3,500,000 $87,500,000 100.00%
---------------------------------- ----------------------------------
31
Class of Units
- -----------------------------------------------------------------------
Common Units
---------------------------------
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 86,956,908 3,534,098 1,340,011
---------------------------------
32
Total Value Percentage
Common Common Common Total Total Percentage
E Units Units Units Units Value Interest
- --------------------------------------------------------------------------------------------------------------------------------
Oestreich, Sophy 4,610 $164,439 0.0050% 4,610 $164,439 0.0041%
Oppenheimer, Martin J. 338 $12,056 0.0004% 338 $12,056 0.0003%
Oppenheimer, Suzanne 338 $12,056 0.0004% 338 $12,056 0.0003%
Oshatz, Michael P. 30,180 $1,076,521 0.0329% 30,180 $1,076,521 0.0269%
Phillips, Family Trust UWO Edith 0 $0 0.0000% 0 $0 0.0000%
Phillips, Jonathan 3,364 $119,994 0.0037% 3,364 $119,994 0.0030%
Phillips, Lynn 3,364 $119,994 0.0037% 3,364 $119,994 0.0030%
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 $92,778 0.0028% 2,601 $92,778 0.0023%
RCAY S.A. 0 0 $0 0.0000% 0 $0 0.0000%
Reichler, Richard 5,400 $192,618 0.0059% 5,400 $192,618 0.0048%
Reingold, Suzy 4,888 $174,355 0.0053% 4,888 $174,355 0.0044%
Roberts, H. Richard 39,426 $1,406,325 0.0429% 39,426 $1,406,325 0.0351%
Roche, Sara 3,364 $119,994 0.0037% 3,364 $119,994 0.0030%
Rolfe, Ronald 1,844 $65,775 0.0020% 1,844 $65,775 0.0016%
Rosenberg, Ilse 576 $20,546 0.0006% 576 $20,546 0.0005%
Rosenheim, Revocable Living 0 $0 0.0000% 0 $0 0.0000%
Trust of Edna 1,124 $40,093 0.0012% 1,124 $40,093 0.0010%
Rosenzveig, Abraham 3,744 $133,548 0.0041% 3,744 $133,548 0.0033%
Rubashkin, Martin 460 $16,408 0.0005% 460 $16,408 0.0004%
Rubin, Murray M. 3,364 $119,994 0.0037% 3,364 $119,994 0.0030%
Sahid, Joseph 1,844 $65,775 0.0020% 1,844 $65,775 0.0016%
Saunders, Paul 1,844 $65,775 0.0020% 1,844 $65,775 0.0016%
Saul, Andrew 20,196 $720,391 0.0220% 20,196 $720,391 0.0180%
Schacht, Ronald 988 $35,242 0.0011% 988 $35,242 0.0009%
Schwartz, Trust FBO Samuel 0 $0 0.0000% 0 $0 0.0000%
UWO Barbara Schwartz 4,278 $152,596 0.0047% 4,278 $152,596 0.0038%
Schwartz, Trust FBO Samuel 0 $0 0.0000% 0 $0 0.0000%
UWO Ellis Schwartz 256 $9,132 0.0003% 256 $9,132 0.0002%
Schwartz, Trust FBO Carolynn 0 $0 0.0000% 0 $0 0.0000%
UWO Barbara Schwartz 4,278 $152,596 0.0047% 4,278 $152,596 0.0038%
Schwartz, Trust FBO Carolynn 0 $0 0.0000% 0 $0 0.0000%
UWO Ellis Schwartz 256 $9,132 0.0003% 256 $9,132 0.0002%
Shapiro, Howard 932 $33,244 0.0010% 932 $33,244 0.0008%
Shapiro, Howard A. 336 $11,985 0.0004% 336 $11,985 0.0003%
Shapiro, Robert I. 3,364 $119,994 0.0037% 3,364 $119,994 0.0030%
Shasha, Alfred 5,770 $205,816 0.0063% 5,770 $205,816 0.0051%
Shasha, Alfred A. & Hanina 7,484 $266,954 0.0081% 7,484 $266,954 0.0067%
Shasha, Alfred & Hanina 0 $0 0.0000% 0 $0 0.0000%
Trustees UTA 6/8/94 13,676 $487,823 0.0149% 13,676 $487,823 0.0122%
Shasha, Robert Y. 1,710 $60,996 0.0019% 1,710 $60,996 0.0015%
Shasha-Kupchick, Leslie 3,418 $121,920 0.0037% 3,418 $121,920 0.0030%
Sheridan Family Partners, L.P. 15,944 $568,722 0.0174% 15,944 $568,722 0.0142%
Shine, William 2,766 $98,663 0.0030% 2,766 $98,663 0.0025%
Silberstein, John J. 75,140 $2,680,244 0.0818% 75,140 $2,680,244 0.0669%
Silbert, Harvey I. 19,976 $712,544 0.0218% 19,976 $712,544 0.0178%
Simons, Robert 3,364 $119,994 0.0037% 3,364 $119,994 0.0030%
Sims, David 52,938 $1,888,298 0.0576% 52,938 $1,888,298 0.0472%
Slaner, Estate of Alfred P. 34,958 $1,246,952 0.0381% 34,958 $1,246,952 0.0311%
Steiner, Phillip Harry 1,124 $40,093 0.0012% 1,124 $40,093 0.0010%
Steiner, Richard Harris 1,124 $40,093 0.0012% 1,124 $40,093 0.0010%
Tannenbaum, Bernard 912 $32,531 0.0010% 912 $32,531 0.0008%
Tannenbaum, Bernice 76 $2,711 0.0001% 76 $2,711 0.0001%
Tartikoff Living Trust 3,364 $119,994 0.0037% 3,364 $119,994 0.0030%
Winik, Trust U/W/O Carolyn 3,364 $119,994 0.0037% 3,364 $119,994 0.0030%
Watt, Emily 1,332 $47,512 0.0015% 1,332 $47,512 0.0012%
Wang, Kevin 77,458 $2,762,927 0.0843% 77,458 $2,762,927 0.0690%
Weissman, Sheila 664 $23,685 0.0007% 664 $23,685 0.0006%
Williams, John 2,244 $80,043 0.0024% 2,244 $80,043 0.0020%
------------------------------------------------ ----------- -------------- ---------
TOTAL 0 91,831,017 3,275,612,376 100.0000% 108,215,517 $4,004,666,840 100.0000%
----------------------------------------------- ----------- -------------- ---------
(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 85,069,127
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
High Point Partners 202,411
----------
91,831,017
==========