Exhibit 3.58 TWENTY-FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF VORNADO REALTY L.P

Exhibit 3.58

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

Dated as of November 17, 2004

        THIS TWENTY-FIFTH AMENDMENT TO THE SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF VORNADO REALTY L.P. (this " Amendment "), dated as of November 17, 2004, is hereby adopted by Vornado Realty Trust, a Maryland real estate investment trust (defined in the Agreement, hereinafter defined, as the " General Partner "), as the general partner of Vornado Realty L.P., a Delaware limited partnership (the " Partnership "). For ease of reference, capitalized terms used herein and not otherwise defined have the meanings assigned to them in the Second Amended and Restated Agreement of Limited Partnership of Vornado Realty L.P. dated as of October 20, 1997, as amended by the Amendment to Second Amended and Restated Agreement of Limited Partnership of Vornado Realty L.P., dated as of December 16, 1997, and further amended by the Second Amendment to Second Amended and Restated Agreement of Limited Partnership of Vornado Realty L.P., dated as of April 1, 1998, the Third Amendment to Second 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 Amendment and Restated Agreement of Limited Partnership of Vornado Realty, L.P., dated as of May 27, 2004 and the Twenty-Fourth Amendment to Second Amended and Restated Agreement of Limited Partnership of Vornado Realty, L.P., dated August 17, 2004 (as so amended, the " Agreement ").

        WHEREAS, the General Partner desires to establish and set forth the terms of a new series of Partnership Interests designated as 6.75% Series F Cumulative Redeemable Preferred Units (the " Series F 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 F 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 F 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 Z thereof.

          2.     Section 4.2 of the Agreement is hereby supplemented by adding the following paragraph to the end thereof:

  • "Z. Issuance of Series F Preferred Units. The Partnership is authorized to issue a series designated as "Series F Preferred Units", which units shall have the terms set forth in Exhibit Z 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 Y to the Agreement, including, but not limited to, Paragraph 2.G(ii) thereof.

          4.     Section 8.6 of the Agreement is hereby supplemented by adding the following paragraph to the end thereof:

  • "U. Series F Preferred Unit Exception. Holders of Series F Preferred Units shall not be entitled to the Redemption Right provided for in Section 8.6.A of this Agreement."

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

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

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

2

Attachment 1

EXHIBIT Z
DESIGNATION OF THE PREFERENCES, CONVERSION
AND OTHER RIGHTS, VOTING POWERS, RESTRICTIONS,
LIMITATIONS AS TO DISTRIBUTIONS, QUALIFICATIONS AND TERMS
AND CONDITIONS OF REDEMPTION

OF THE

SERIES F PREFERRED UNITS

1.

Definitions .

        In addition to those terms defined in the Agreement, the following definitions shall be for all purposes, unless otherwise clearly indicated to the contrary, applied to the terms used in the Agreement and this Exhibit Z :

        " Board of Trustees " shall mean the Board of Trustees of the General Partner or any committee authorized by such Board of Trustees to perform any of its responsibilities with respect to the Series F Preferred Shares.

        " Unit Business Day " shall mean any day other than a Saturday, Sunday or a day on which state or federally chartered banking institutions in New York, New York are not required to be open.

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

        " Distribution Payment Date " shall mean January 1, April 1, July 1 and October 1, in each year, commencing on April 1, 2005; provided, however , that if any Distribution Payment Date falls on any day other than a Unit Business Day, the distribution payment due on such Distribution Payment Date shall be paid on the first Unit 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 with respect to each Series F Preferred Unit, which shall commence on the date on which such Series F Preferred Unit was issued by the Partnership and end on and include the day preceding the first day of the next succeeding Distribution Period).

        " Dividend Payment Date " shall mean a dividend payment date with respect to the Series F Preferred Shares.

        " Dividend Periods " shall mean the quarterly dividend periods with respect to the Series F Preferred Shares.

        " Series F Preferred Shares " means the 6.75% Series F Cumulative Redeemable Preferred Shares of Beneficial Interest (liquidation preference $25.00 per share), no par value, issued by the General Partner.

        " Series F Preferred Unit " means a Partnership Unit issued by the Partnership to the General Partner in consideration of the contribution by the General Partner to the Partnership of the entire net proceeds received by the General Partner from the issuance of the Series F Preferred Shares. The Series F Preferred Units are Preference Units. The Series F Preferred Units shall have the preferences, conversion and other rights, voting powers, restrictions, limitations as to distributions, qualifications and terms and conditions of redemption as are set forth in this Exhibit Z . It is the intention of the General Partner, in establishing the Series F Preferred Units, that each Series F Preferred Unit shall be substantially the economic equivalent of a Series F Preferred Share.

        " 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 F 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 F Preferred Units shall mean placing such funds in a separate account or delivering such funds to a disbursing, paying or other similar agent.

2.

Terms of the Series F 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 F Preferred Units issued and outstanding will be 6,000,000. The General Partner may issue additional Series F 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 F Preferred Units then issued and outstanding.

        B.     Distributions . (i) The General Partner, in its capacity as the holder of the then outstanding Series F 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 $1.6875 per Series F Preferred Unit (the " Annual Distribution Rate "). Such distributions shall be cumulative from the date of issuance and shall be payable quarterly, when, as and if authorized and declared by the General Partner, in arre