AMENDMENT TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF VORNADO REALTY L.P

Exhibit 3.1

THIS THIRTY-SIXTH AMENDMENT (this “Amendment”) to the Second Amended and Restated Agreement of Limited Partnership of Vornado Realty L.P., a Delaware limited partnership (the “ Partnership ”) is hereby adopted by Vornado Realty Trust, a Maryland real estate investment trust (defined therein as the “ General Partner ”), as the general partner of the Partnership on January 18th, 2007 and effective as of October 2, 2006. For ease of reference, capitalized terms used herein and not otherwise defined have the meanings assigned to them in the Second Amended and Restated Agreement of Limited Partnership of Vornado Realty L.P. dated as of October 20, 1997, as amended by the Amendment to Second Amended and Restated Agreement of Limited Partnership of Vornado Realty L.P., dated as of December 16, 1997, and further amended by the Second Amendment to Second Amended and Restated Agreement of Limited Partnership of Vornado Realty L.P., dated as of April 1, 1998, the Third Amendment to Second Amended and Restated Agreement of Limited Partnership of Vornado Realty L.P., dated as of November 12, 1998, the Fourth Amendment to Second Amended and Restated Agreement of Limited Partnership of Vornado Realty L.P., dated as of November 30, 1998, the Fifth Amendment to Second Amended and Restated Agreement of Limited Partnership of Vornado Realty L.P., dated as of March 3, 1999, the Sixth Amendment to Second Amended and Restated Agreement of Limited Partnership of Vornado Realty L.P., dated as of March 17, 1999, the Seventh Amendment to Second Amended and Restated Agreement of Limited Partnership of Vornado Realty L.P., dated as of May 20, 1999, the Eighth Amendment to Second Amended and Restated Agreement of Limited Partnership of Vornado Realty L.P., dated as of May 27, 1999, the Ninth Amendment to Second Amended and Restated Agreement of Limited Partnership of Vornado Realty L.P., dated as of September 3, 1999, the Tenth Amendment to Second Amended and Restated Agreement of Limited Partnership of Vornado Realty L.P., dated as of September 3, 1999, the Eleventh Amendment to Second Amended and Restated Agreement of Limited Partnership of Vornado Realty L.P., dated as of November 24, 1999, the Twelfth Amendment to Second Amended and Restated Agreement of Limited Partnership of Vornado Realty L.P., dated as of May 1, 2000, the Thirteenth Amendment

to Second Amended and Restated Agreement of Limited Partnership of Vornado Realty L.P., dated as of May 25, 2000, the Fourteenth Amendment to Second Amended and Restated Agreement of Limited Partnership of Vornado Realty L.P., dated as of December 8, 2000, the Fifteenth Amendment to Second Amended and Restated Agreement of Limited Partnership of Vornado Realty L.P., dated as of December 15, 2000, the Sixteenth Amendment to Second Amended and Restated Agreement of Limited Partnership of Vornado Realty L.P., dated as of July 25, 2001, the Seventeenth Amendment to Second Amended and Restated Agreement of Limited Partnership of Vornado Realty L.P., dated as of September 21, 2001, the Eighteenth Amendment to Second Amended and Restated Agreement of Limited Partnership of Vornado Realty L.P., dated as of January 1, 2002, the Nineteenth Amendment to Second Amended and Restated Agreement of Limited Partnership of Vornado Realty L.P., dated as of July 1, 2002, the Twentieth Amendment to Second Amended and Restated Agreement of Limited Partnership of Vornado Realty L.P., dated as of April 9, 2003, the Twenty-First Amendment to Second Amended and Restated Agreement of Limited Partnership of Vornado Realty L.P., dated as of July 31, 2003, the Twenty-Second Amendment to Second Amended and Restated Agreement of Limited Partnership of Vornado Realty L.P., dated as of November 17, 2003, the Twenty-Third Amendment to Second Amended and Restated Agreement of Limited Partnership of Vornado Realty L.P., dated as of May 27, 2004, the Twenty-Fourth Amendment to Second Amended and Restated Agreement of Limited Partnership of Vornado Realty L.P., dated as of August 17, 2004, the Twenty-Fifth Amendment to Second Amended and Restated Agreement of Limited Partnership of Vornado Realty L.P., dated as of November 17, 2004, the Twenty-Sixth Amendment to Second Amended and Restated Agreement of Limited Partnership of Vornado Realty L.P., dated as of December 17, 2004, the Twenty-Seventh Amendment to Second Amended and Restated Agreement of Limited Partnership of Vornado Realty L.P., dated as of December 20, 2004, the Twenty-Eighth Amendment to Second Amended and Restated Agreement of Limited Partnership of Vornado Realty L.P., dated as of December 30, 2004, the Twenty-Ninth Amendment to Second Amended and Restated Agreement of Limited Partnership of Vornado Realty L.P., dated as of June 17, 2005, the Thirtieth Amendment to Second Amended and Restated Agreement of Limited Partnership of Vornado Realty L.P., dated as of August 31, 2005, the Thirty-First Amendment to Second Amended and Restated Agreement of Limited Partnership of Vornado Realty L.P., dated as of September 9, 2005, the Thirty-Second Amendment to Second Amended and Restated Agreement of Limited Partnership of Vornado Realty L.P., dated as of December 19, 2005, the Thirty-Third Amendment to Second Amended and Restated Agreement of Limited Partnership of Vornado Realty L.P., dated as of May 1, 2006, the Thirty-Fourth Amendment to Second Amended and Restated Agreement of Limited Partnership of Vornado Realty L.P., dated as of May 2, 2006, and the Thirty-Fifth Amendment to Second Amended and Restated Agreement of Limited Partnership of Vornado Realty L.P., dated as of August 17, 2006 (as so amended, the “Agreement”).

WHEREAS, pursuant to the Second Amendment to Second Amended and Restated Agreement of Limited Partnership of Vornado Realty L.P. dated as of April 1,

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1998 (the “Second Amendment”), in exchange for the contribution of certain interests in real property, Park Realty (IL), LLC (“PRIL”), formerly known as Merchandise Mart Owners, L.L.C., and Park Realty (DC), LLC (“PRDC”), formerly known as Washington Design Center, L.L.C., became the owners of certain units including Series B-1 Convertible Preferred Units and Series B-2 Restricted Preferred Units (as defined in the Second Amendment).

WHEREAS, PRIL and PRDC are the owners of all of the issued and outstanding Series B Preferred Units;

WHEREAS, the PRIL and PRDC has requested, and the General Partner has agreed to amend and restate the terms of the Series B Preferred Units and, in connection therewith, to effect the redemption of a portion of those units, all as more fully described below.

WHEREAS, the General Partner desires to modify the distribution, conversion and redemption procedures applicable to the Series B-1 Convertible Preferred Units and Series B-2 Restricted Preferred Units;

WHEREAS, the General Partner has determined that it is in the best interest of the Partnership to amend the Agreement to reflect the modification of the terms of the above-referenced Series B-1 Convertible Preferred Units and Series B-2 Restricted 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.      Background . Prior to the Exchange Date (as defined in Exhibit I attached to this Amendment), Merchandise Mart Owners, L.L.C. (former name of PRIL) and Washington Design Center, L.L.C. (former name of PRDC) collectively owned 563,263 Series B-1 Convertible Preferred Units and 304,761 Series B-2 Restricted Preferred Units. The total liquidation value of the Series B-2 Restricted Preferred Units was $15,238,050 (304,761 x $50 liquidation value). The General Partner, the Partnership, PRIL and PRDC agreed to convert all of the Series B-1 Convertible Preferred Units to

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Class A Units without converting any Series B-2 Restricted Preferred Units in exchange for amending and restating the terms of the Series B-1 Convertible Preferred Units and the Series B-2 Restricted Preferred Units as set forth in this Amendment and receiving the Class B-1 Units as defined in Exhibit I attached to this Amendment. In order to permit PRIL and PRDC to retain their Series B-2 Restricted Preferred Units, the General Partner, the Partnership, PRIL and PRDC waived the conversion ratio provision of Section 2.E.(i) of Exhibit I attached to the Second Amendment (requiring any conversion to occur in groups of two (2) Series B-1 Convertible Preferred Units and one (1) Series B-2 Restricted Preferred Unit). The retention of 304,761 Series B-2 Restricted Preferred Units thus reduced the number of Class A Units by 139,799 ($15,238,050 / $109 price of the Class A Units on the Exchange Date) to 653,574 Class A Units (793,373-139,799). On the Exchange Date, therefore, (i) PRIL and PRDC converted 563,263 Series B-1 Convertible Preferred Units into 653,574 Class A Units and received 139,798 Class B-1 Units from the Partnership, and (ii) the General Partner amended and restated Exhibit I as attached hereto to reflect the foregoing.

2.     Replacement of Exhibit I . Exhibit I of the Agreement is hereby deleted and is replaced in its entirety by the amended and restated Exhibit I attached hereto as Attachment 1 .

3.     Replacement of Section 4.2.G of the Agreement . Section 4.2.G of the Agreement is hereby deleted and is replaced in its entirety by the following paragraph:

“G.         Issuance of Class B-1 Units and Class B-2 Units . In consideration of the contribution by the contributors signatory to the MM Contribution Agreement (defined below), Merchandise Mart Properties, Inc. (DE), and Merchandise Mart Enterprises, Inc. of the interests set forth in Section 1.1 of the Contribution Agreement (the “MM Contribution Agreement”) between Vornado Realty Trust, Vornado Realty L.P. and the contributors signatory thereto, on April 1, 1998 the Partnership issued to Park Realty (DC), LLC, formerly known as Washington Design Center, L.L.C., and Park Realty (IL), LLC, formerly known as Merchandise Mart Owners, L.L.C., 200,000 and 699,566, respectively, of a series of Preference Units designated as the “Series B-1 Convertible Preferred Units” (as defined in Exhibit I to the Second Amendment to the Agreement) and 100,000 and 349,783, respectively, of a series of Preference Units designated as the “Series B-2 Restricted Preferred Units” (as defined in Exhibit I to the Second Amendment to the Agreement). Effective as of October 2, 2006, Vornado Realty Trust, Vornado Realty L.P. and the holders of the Series B Units (as defined in Exhibit I to the Second Amendment to the Agreement) agreed to restructure the terms of the Series B Units and, in connection therewith, to restate in their entirety the terms of these units in the form of the Class B-1 Units and the Class B-2 Units as set forth in the amended and restated Exhibit I attached hereto and made part hereof.”

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4.     Distributions in respect of Class B Units . 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 Section 2.B of the amended and restated Exhibit I of the Agreement.

5.     Replacement of Section 8.6.G of the Agreement . Section 8.6.G of the Agreement is hereby deleted and is replaced in its entirety by the following paragraph:

“G.         Class B Unit Exception . Section 8.6.A of this Agreement shall not apply to Class B Units, as defined in Exhibit I hereto.”

6.     Replacement of Exhibit A . Exhibit A of the Agreement is hereby deleted and is replaced in its entirety by new Exhibit A attached hereto as Attachment 2 .

7.     The Agreement . Except as expressly amended hereby, the Agreement shall remain in full force and effect.

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IN WITNESS WHEREOF, the General Partner has executed this Amendment as of the date written above.

Acknowledged and Agreed:

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Attachment 1

EXHIBIT I

DESIGNATION OF THE CONVERSION AND OTHER RIGHTS, VOTING POWERS, RESTRICTIONS,

LIMITATIONS AS TO DISTRIBUTIONS, QUALIFICATIONS AND TERMS

AND CONDITIONS OF REDEMPTION

OF THE

CLASS B-1 UNITS

AND OF THE

CLASS B-2 UNITS

In addition to those terms defined in the Agreement and Exhibits thereto, the following definitions shall be for all purposes, unless otherwise clearly indicated to the contrary or if such terms defined in this Exhibit I are defined differently elsewhere in the Agreement or in an Exhibit thereto (in which case such definition provided in this Exhibit I shall only apply for purposes of defined terms used in this Exhibit I ), apply to the terms used in the Agreement and Exhibits thereto including this Exhibit I :

“ Class B Units ” shall mean, collectively, Class B-1 Units and Class B-2 Units.

“ Class B-1 Unit ” means a Partnership Unit issued by the Partnership pursuant to the Second Amendment to the Agreement, as modified by the Thirty-Sixth Amendment to the Agreement, and having the 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 I .

“ Class B-2 Conversion Factor ” means 2.18, as may be adjusted by the General Partner as provided in Section 2.F of this Exhibit I , and represents the number of Class B-2 Units that correspond to a single Class A Unit.

“ Class B-2 Unit ” means a Partnership Unit issued by the Partnership pursuant to the Second Amendment to the Agreement, as modified by the Thirty-Sixth Amendment to the Agreement, and having the 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 I .

“ Common Shares ” shall mean the common shares of beneficial interest of the General Partner, par value $.04 per share.

I-1

“ Current Market Price ” of publicly traded Common Shares or any other class of shares of beneficial interest or other security of the General Partner or any other issuer for any day shall mean the last reported sales price, regular way, on such day, or, if no sale takes place on such day, the average of the reported closing bid and asked prices on such day, regular way, in either case as reported on the New York Stock Exchange (“NYSE”) or, if such security is not listed or admitted for trading on the NYSE, on the principal national securities exchange on which such security is listed or admitted for trading or, if not listed or admitted for trading on any national securities exchange, on the NASDAQ National Market or, if such security is not quoted on such NASDAQ National Market, the average of the closing bid and asked prices on such day in the over-the-counter market as reported by NASDAQ or, if bid and asked prices for such security on such day shall not have been reported through NASDAQ, the average of the bid and asked prices on such day as furnished by any NYSE member firm regularly making a market in such security selected for such purpose by the Chief Executive Officer of the General Partner or the Board of Trustees.

“ Distribution Payment Date ” shall mean the date, if any, in each calendar quarter, on which the Partnership makes its regular quarterly distribution to holders of Class A Units, commencing on November 21, 2006.

“ Exchange Date ” shall mean October 2, 2006.

“ Nongovernmental Account ” shall mean an account established by the Partnership in which the Partnership will deposit amounts which the Partnership may use to make distributions to holders of units of the Partnership but shall not contain any amounts derived from contracts with “the United States or any agency thereof” as such terms are used in 18 U.S.C. ss 431-433, 41 U.S.C. s 22 and similar statutes.

“ 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