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EXHIBIT 3.1
THIRTIETH
AMENDMENT
TO
SECOND AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
VORNADO REALTY L.P.
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Dated as of August 31, 2005
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THIS THIRTIETH AMENDMENT TO THE SECOND AMENDED AND RESTATED
AGREEMENT
OF LIMITED PARTNERSHIP OF VORNADO REALTY
L.P. (this "Amendment"), dated as of
August 31, 2005, 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
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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, and the Twenty-Ninth Amendment to
Secodn Amended and Restated
Agreement of Limited Partnership of Vornado
Realty L.P., dated as of June 17,
2005 (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 6.625% Series I
Cumulative Redeemable Preferred Units (the
"Series I 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;
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WHEREAS, the General Partner has determined that the establishment
and
issuance of the Series I 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 I 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 AF
thereof.
2. Section 4.2 of the Agreement is hereby supplemented by adding
the
following paragraph to the end thereof:
"AF. Issuance of Series I Preferred Units. The Partnership is
authorized to issue a series designated as
"Series I Preferred Units", which
units shall have the terms set forth in
Exhibit AF 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 AF 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:
"Y. Series I Preferred Unit Exception. Holders of Series I
Preferred
Units shall not be entitled to the
Redemption Right provided for in Section
8.6.A of this Agreement."
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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.
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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: /s/ Joseph Macnow
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Name: Joseph
Macnow
Title: Executive Vice President -
Finance and Administration and
Chief Financial
Officer
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Attachment 1
EXHIBIT AF
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 I 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 AF:
"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 I 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
October 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 I Preferred Unit, which, (i)
for Series I Preferred Units issued
prior to October 1, 2005, shall commence
on, but exclude, the date of original
issue by the Partnership of any Series I
Preferred Units and end on and include
the day preceding the first day of the next
succeeding Distribution Period; and
(ii) for Series I Preferred Units issued on
or after October 1, 2005, shall
commence on the Distribution Payment Date
with respect to which distributions
were actually paid on Series I Preferred
Units that were outstanding immediately
preceding the issuance of such Series I
Preferred Units 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 I Preferred
Shares.
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"Dividend Periods" shall mean the quarterly dividend periods
with
respect to the Series I Preferred
Shares.
"Series I Preferred Shares" means the 6.625% Series I
Cumulative
Redeemable Preferred Shares of Beneficial
Interest (liquidation preference
$25.00 per share), no par value, issued by
the General Partner.
"Series I 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 I Preferred Shares. The Series I
Preferred Units are Preference Units. The
Series I 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
AF. It is the intention of the
General Partner, in establishing the Series
I Preferred Units that each Series I
Preferred Unit shall be substantially the
economic equivalent of a Series I
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 I
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 I 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 I
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 I
Preferred Units issued and outstanding will
be 12,050,000. The General Partner
may issue additional Series I 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 I Preferred
Units then issued and outstanding.
B. Distributions. (i) The General Partner, in its capacity as
the
holder of the then outstanding Series I
Preferred Units, shall be entitled to
receive, when, as and
