Vornado Realty Trust (VNO)

Item 1.01. Entry into a Material Definitive Agreement.

On September 28, 2007, Vornado Realty L.P. (the “Company”), the operating partnership through which Vornado Realty Trust (“Vornado”) conducts its business, entered into a new $1.5 billion unsecured revolving credit facility (the “Revolving Credit Agreement”), which can be increased during the initial term to $2.0 billion. The new facility has a three-year term with two one-year extension options and bears interest at LIBOR plus 55 basis points, based on the Company’s current credit ratings. The Company’s existing $1.0 billion credit facility will remain, increasing the total unsecured revolving commitments to the Company to $2.5 billion. Vornado is the guarantor of the Company’s obligations under the Revolving Credit Agreement.

The co-lead arrangers and joint book-runners for the new facility are JP Morgan Securities Inc. and Bank of America Securities, L.L.C. JPMorgan Chase Bank N.A. serves as Administrative Agent. Bank of America, N.A. serves as Syndication Agent. Citicorp North America, Inc., Deutsche Bank Trust Company Americas and UBS Loan Finance LLC serve as Documentation Agents.

The existing $1.0 billion credit facility’s financial covenants have been modified to conform to the new Revolving Credit Agreement financial covenants. Under the terms of the new Revolving Credit Agreement, “Equity Value” may not be less than Three Billion Dollars ($3,000,000,000); “Total Outstanding Indebtedness” may not exceed sixty percent (60%) of “Capitalization Value,” which is based on a 6.5% capitalization rate; the ratio of “Combined EBITDA” to “Fixed Charges,” each measured as of the most recently ended calendar quarter, may not be less than 1.40 to 1.00; the ratio of “Unencumbered Combined EBITDA” to “Unsecured Interest Expense,” each measured as of the most recently ended calendar quarter, may not be less than 1.50 to 1.00; at any time, “Unsecured Indebtedness” may not exceed sixty percent (60%) of “Capitalization Value of Unencumbered Assets;” and the ratio of “Secured Indebtedness” to “Capitalization Value,” each measured as of the most recently ended calendar quarter, may not exceed fifty percent (50%). The Revolving Credit Agreement also contains standard representations and warranties and other covenants. The terms in quotations in this paragraph are all defined in the Revolving Credit Agreement.

The foregoing summary is qualified in its entirety by reference to the copy of the Revolving Credit Agreement attached as Exhibit 10.1 hereto and incorporated herein by reference.

Certain statements contained in or made during the presentation may constitute forward-looking statements as such term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.  Forward-looking statements are not guarantees of performance. They involve risks, uncertainties and assumptions. The companies’ future results, financial condition and business may differ materially from those expressed in these forward-looking statements.  You can find many of these statements by looking for words such as “approximates,” “believes,” “expects,” “anticipates,” “intends,” “plans,” “would,” “may” or similar expressions.  These forward-looking statements are subject to numerous assumptions, risks and uncertainties.  Many of the factors that will determine these items are beyond our ability to control or predict.  Factors that may cause actual results to differ materially from those contemplated by the forward-looking statements include, but are not limited to, those set forth in the Company’s and Vornado’s Annual Report on Form 10-K for the year ended December 31, 2006 under “Forward Looking Statements” and “Item 1A. Risk Factors.” For these statements, the Company and Vornado claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. The Company and Vornado expressly disclaim any responsibility to update forward-looking statements, whether as a result of new information, future events or otherwise. Accordingly, investors should use caution in relying on forward-looking statements, which are based on results and trends at the time they are made, to anticipate future results or trends.

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Item 1.01.  Entry Into a Material Definitive Agreement.

On March 27, 2007, Vornado Realty Trust issued and sold $1,400,000,000 aggregate principal amount of the Company’s 2.85% Convertible Senior Debentures due 2027 (the “Debentures”) in an underwritten public offering.  The Debentures were issued pursuant to a Senior Indenture (the “Indenture”), dated as of November 20, 2006, among  Vornado Realty Trust (the “Company”), Vornado Realty L.P., as Guarantor (the “Guarantor), and The Bank of New York, as Trustee (the “Trustee”) and are an unsecured and unsubordinated obligation of the Company ranking equally with all of the unsecured and unsubordinated obligations of the Company.  The Debentures are unconditionally guaranteed by the Guarantor with respect to the punctual payment of the principal, premium and any interest on the Debentures in the event the Company fails to make such payments.  The guarantee is an unsecured and unsubordinated obligation of the Guarantor and ranks equally with all of the unsecured and unsubordinated obligations of the Guarantor.  The Debentures are convertible into common shares of the Company under the circumstances described in the prospectus supplement filed with the Securities and Exchange Commission on March 22, 2007.

A copy of the Indenture is filed as Exhibit 4.1 to the Vornado Realty Trust’s Current Report on Form 8-K filed on November 20, 2006 and is herein incorporated by reference. A copy of the Debenture is filed as Exhibit 4.2 to this Form 8-K and is herein incorporated by reference.  A copy of the Guarantee is filed as Exhibit 4.3 to this Form 8-K and is herein incorporated by reference. A copy of an excerpt from the Company’s officers’ certificate forming a part of the Indenture and setting forth additional terms of the Debentures is filed as Exhibit 4.4 to this Form 8-K and is incorporated herein by reference.

Item 1.01.  Entry Into a Material Definitive Agreement.

Transaction Description

On March 15, 2007, an indirect wholly-owned subsidiary of Vornado Realty L.P. (“Vornado Sub”) entered into a Stock Purchase Agreement (the “Agreement”) with various individuals and a related company (collectively, the “Sellers”), whereby Vornado Sub has agreed to acquire a 70% controlling interest in 1290 Avenue of the Americas, a 2.0 million square foot Manhattan office building, located on the entire blockfront between 51st and 52nd Streets on Avenue of the Americas, and the 555 California Street office complex containing 1.8 million square feet, known as the Bank of America Center, located at California and Montgomery Streets in San Francisco’s financial district.  1290 Avenue of the Americas, whose largest tenants include AXA, Morrison & Foerster, Bryan Cave and Microsoft, is 100% leased.  555 California Street, whose largest tenants include Bank of America, UBS and Goldman Sachs, is 94% leased.  The foregoing purchase will be effected through the acquisition by Vornado Sub of all of the shares of a group of foreign companies (collectively, the “Acquired Companies”) that own, indirectly through U.S. entities, the 1% sole general partnership interest and limited partnership interests comprising 69% of the partnerships that own the two properties.  The remaining 30% limited partnership interest is owned by Donald J. Trump.

Under the Agreement, the purchase price for Vornado Sub’s 70% interest in the real estate is approximately $1.807 billion, consisting of $1.010 billion of cash and $797 million of existing debt.  The preliminary allocation of the purchase price is approximately $775 per square foot for 1290 Avenue of the Americas and approximately $575 per square foot for 555 California Street, based on current measurement of the buildings.  The payment of the purchase price is subject to customary adjustments based on the amount of certain net assets as of the closing date, including certain cash reserves, some of which are restricted.

Vornado Sub’s 70% share of the total debt is $797 million.  1290 Avenue of the Americas is subject to a mortgage loan in the amount of $440 million that bears interest at 6.82% and is due January 2013, and 555 California Street is subject to a mortgage and other loans in the aggregate amount of $698 million that bear interest at an average rate of 5.8% and are due September 2011.

The Agreement contains customary representations, warranties, covenants, and indemnification for breaches of representations and warranties.  The closing is scheduled for May 15, 2007, subject to customary closing conditions, including obtaining necessary lender consent.

Related Litigation

The limited partnerships that Vornado Sub is acquiring previously owned and developed properties located on the former Penn Central rail yards between West 59th and 72nd Streets in New York, New York (the “Rail Yards”).  In November 2005, the limited partnerships sold the Rail Yards.  Subsequently, in early 2006, the limited partnerships acquired 1290 Avenue of the Americas and 555 California Street pursuant to a Section 1031 like-kind exchange.  Below is a summary, based on publicly available court papers, of certain litigation commenced by Mr. Trump.

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On August 10, 2005, Mr. Trump brought a lawsuit in the New York State Supreme Court against, among others, the general partners of the limited partnerships that Vornado Sub is acquiring.  Mr. Trump’s claims arose out of a dispute over the sale price of, and use of proceeds from, the sale of the Rail Yards.  Mr. Trump asserted direct and derivative claims, including for breach of fiduciary duty, aiding and abetting breach of fiduciary duty, conspiracy to breach fiduciary duty, tortious interference with fiduciary relationships, breach of contract, constructive trust, an accounting, dissolution of limited partnerships, access to books and records, and injunctive relief.

On September 14, 2005, the Court denied Mr. Trump’s motion to enjoin the defendants from disposing of their, or Mr. Trump’s, interest in the entities that owned the Rail Yards, and in any contract of sale or the proceeds from such sale.  The Court also refused to confirm, and vacated, an attachment order that Mr. Trump had obtained on an ex parte basis when he filed his complaint.  In its decision, the Court found statements in an affidavit submitted by Mr. Trump claiming that defendants had sold the Rail Yards at an undervalued price of $1.76 billion to be “conclusory.”  At the same time, the Court found “persuasive” evidence that $1.76 billion was a “realistic and fair” price for the Rail Yards.

On July 24, 2006, the Court dismissed all of Mr. Trump’s claims against the defendants, except for his claim seeking access to books and records, which remains pending.  The Court ruled that Mr. Trump’s challenge to the sale price of the Rail Yards was a derivative claim, and that Mr. Trump could not pursue that claim, because he had not made the required demand on the general partners or shown that demand was excused.  In reaching this conclusion, the Court cited evidence indicating that the Rail Yards were sold for approximately $188 million more than the appraisals of the Rail Yards.

Mr. Trump has sought reargument and renewal on, and filed a notice of appeal in connection with, his dismissed claims.

Vornado Sub has agreed to indemnify the Sellers for liabilities and expenses arising out of Mr. Trump’s claim that the limited partnerships that Vornado Sub is acquiring did not sell the Rail Yards at a fair price or could have sold the Rail Yards for a greater price and any other claims asserted by the plaintiffs in the legal action; provided, however that if Mr. Trump prevails on certain claims involving partnership matters, other than claims relating to sale price, then the Sellers will be required to reimburse Vornado Sub for certain costs related to those claims.

On March 16, 2007, the Company issued a press release related to these matters.  A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Item 1.01.  Entry Into a Material Definitive Agreement.

On November 20, 2006 Vornado Realty Trust (the “Company”) and Vornado Realty L.P., as Guarantor (the “Guarantor), entered into a Senior Indenture (the “Indenture”) with The Bank of New York, as Trustee (the “Trustee”), in connection with the public offering and sale by the Company of $1,000,000,000 aggregate principal amount of the Company’s 3.625% Convertible Senior Debentures due 2026 (the “Debentures”).  The Debentures are an unsecured and unsubordinated obligation of the Company and rank equally with all of the unsecured and unsubordinated obligations of the Company.  The Debentures are unconditionally guaranteed by the Guarantor with respect to the punctual payment of the principal, premium and any interest on the Debentures in the event the Company fails to make such payments.  The guarantee is an unsecured and unsubordinated obligation of the Guarantor and ranks equally with all of the unsecured and unsubordinated obligations of the Guarantor.  The Debentures are convertible into common shares of the Company under the circumstances described in the prospectus supplement filed by the Company with the Securities and Exchange Commission on November 17, 2006.

A copy of the Indenture is filed as Exhibit 4.1 to this Form 8-K and is herein incorporated by reference. A copy of the Debenture is filed as Exhibit 4.2 to this Form 8-K and is herein incorporated by reference.  A copy of the Guarantee is filed as Exhibit 4.3 to this Form 8-K and is herein incorporated by reference. A copy of an excerpt from the Company’s officers’ certificate forming a part of the Indenture and setting forth additional terms of the Debentures is filed as Exhibit 4.4 to this Form 8-K and is incorporated herein by reference.

Item 1.01. Entry into a Material Definitive Agreement.

On June 28, 2006, Vornado Realty L.P. (the “Operating Partnership”), the operating partnership through which Vornado Realty Trust conducts its business, entered into a $1,000,000,000 unsecured revolving credit facility (the “Revolving Credit Agreement”) that replaces its expiring revolving credit agreement which was due to mature in July 2006.  Vornado Realty Trust is the guarantor of the Operating Partnership’s obligations under the Revolving Credit Agreement.

The Revolving Credit Agreement has a four-year term and provides the Operating Partnership with an option to extend the agreement for one additional year.  Under the terms of the Revolving Credit Agreement, interest is payable on outstanding borrowings at LIBOR plus 0.55%, based on the LIBOR option under the Agreement and the Operating Partnership’s current credit ratings.  A quarterly facility fee is payable at the rate per annum of 0.15%, based on the Operating Partnership’s current credit ratings.

The co-lead arrangers and joint book-runners for the facility are JP Morgan Securities Inc. and Bank of America Securities, L.L.C.  JPMorgan Chase Bank N.A. serves as Administrative Agent.  Bank of America, N.A. and Citicorp North America, Inc. serve as Syndication Agents.  Deutsche Bank Trust Company Americas, LaSalle Bank, National Association and UBS Loan Finance LLC serve as Documentation Agents.

The Revolving Credit Agreement contains certain financial covenants.  Under the terms of the Revolving Credit Agreement, “Equity Value” may not be less than Three Billion Dollars ($3,000,000,000); “Total Outstanding Indebtedness” may not exceed sixty percent (60%) of “Capitalization Value,” which is based on a 7.5% capitalization rate; the ratio of “Combined EBITDA” to “Fixed Charges,” each measured as of the most recently ended calendar quarter, may not be less than 1.40 to 1.00; the ratio of “Unencumbered Combined EBITDA” to “Unsecured Interest Expense,” each measured as of the most recently ended calendar quarter, may not be less than 1.50 to 1.00; at any time, “Unsecured Indebtedness” may not exceed sixty percent (60%) of “Capitalization Value of Unencumbered Assets;” and the ratio of “Secured Indebtedness” to “Capitalization Value,” each measured as of the most recently ended calendar quarter, may not exceed fifty percent (50%).  The Revolving Credit Agreement also contains standard representations and warranties and other covenants.  The terms in quotations in this paragraph are all defined in the Revolving Credit Agreement.

The foregoing summary is qualified in its entirety by reference to the copy of the Revolving Credit Agreement attached as Exhibit 10.1 hereto and incorporated herein by reference.

Certain statements contained in or made during the presentation may constitute forward-looking statements as such term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.  Forward-looking statements are not guarantees of performance.  They involve risks, uncertainties and assumptions.  The companies’ future results, financial condition and business may differ materially from those expressed in these forward-looking statements.  You can find many of these statements by looking for words such as “approximates,” “believes,” “expects,” “anticipates,” “intends,” “plans,” “would,” “may” or similar expressions.  These forward-looking statements are subject to numerous assumptions, risks and uncertainties.  Many of the factors that will determine these items are beyond our ability to control or predict.  Factors that may cause actual results to differ materially from those contemplated by the forward-looking statements include, but are not limited to, those set forth in the companies’ Annual Report on Form 10-K for the year ended December 31, 2005 under “Forward Looking Statements” and “Item 1A. Risk Factors.”  For these statements, the companies claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.  The companies expressly disclaim any responsibility to update forward-looking statements, whether as a result of new information, future events or otherwise.  Accordingly, investors should use caution in relying on forward-looking statements, which are based on results and trends at the time they are made, to anticipate future results or trends.

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our ability to control or predict. Factors that may cause actual results to differ materially from those contemplated by the forward-looking statements include, but are not limited to, those set forth in the companies’ Annual Report on Form 10-K for the year ended December 31, 2005 under “Forward Looking Statements” and “Item 1A. Risk Factors.”  For these statements, the companies claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. The companies expressly disclaim any responsibility to update forward-looking statements, whether as a result of new information, future events or otherwise. Accordingly, investors should use caution in relying on forward-looking statements, which are based on results and trends at the time they are made, to anticipate future results or trends.

ITEM 1.01             Entry Into a Material Definitive Agreement.

Amendment to 2002 Omnibus Share Plan

On March 17, 2006, the Board of Trustees (the “Board”) of Vornado Realty Trust (the “Company”) approved an amendment to the Vornado Realty Trust 2002 Omnibus Share Plan (the “Plan”) to permit the Compensation Committee of the Board (the “Compensation Committee”) to grant awards in the form of limited partnership units (“OP Units”) of Vornado Realty L.P. (the “Operating Partnership”), the entity through which the Company conducts substantially all its business. OP Units can be granted either as free-standing awards or in tandem with other awards under the Plan.

OP Unit awards would be valued by reference to the value of shares of the Company’s common shares of beneficial interest, par value $0.04 per share (“Common Shares”), and may be subject to such conditions and restrictions as the Compensation Committee may determine, including continued employment or service, computation of financial metrics and/or achievement of pre-established performance goals and objectives. If the applicable conditions and/or restrictions are not attained, recipients would forfeit their right to the OP Units and the underlying Common Shares. Unless otherwise permitted by the Compensation Committee, OP Unit awards may not be sold, transferred, pledged, hypothecated or assigned other than by will or by the laws of descent and distribution until applicable time and/or performance vesting conditions have been met.

The Compensation Committee shall determine the number of Common Shares available under the Plan underlying an award of OP Units in light of all applicable conditions set forth in the relevant award documentation, including vesting conditions, Operating Partnership capital account allocations, value accretion factors, conversion ratios, exchange ratios and the like. OP Unit awards may entitle the recipient to receive, currently or on a deferred or contingent basis, dividends or dividend equivalent payments with respect to the number of Common Shares underlying the OP Unit award or other distributions from the Operating Partnership, and the Compensation Committee may provide that such amounts (if any) shall be deemed to have been reinvested in additional Common Shares or OP Units.

Vornado Realty Trust 2006 Outperformance Plan

On March 17, 2006, the Board also approved the general terms of the Vornado Realty Trust 2006 Outperformance Plan (the “2006 Outperformance Plan”), a long-term incentive compensation program. The purpose of the 2006 Outperformance Plan is to further align the interests of the Company’s shareholders and management by encouraging the Company’s senior officers and employees to create shareholder value in a “pay for performance” structure.

Under the 2006 Outperformance Plan, award recipients will share in a performance pool if the Company’s total return to shareholders for the period from March 15, 2006 (measured based on the average closing price of our common shares for the 30 trading days prior to March 15, 2006) through March 14, 2009 exceeds a cumulative total return to shareholders over the three year period of 30%, including both share appreciation and dividends paid. The size of the pool will be 10% of the outperformance return amount in excess of the 30% benchmark, subject to a maximum dilution cap equal to $100 million. As of March 14, 2007 award recipients as a group will have the ability to lock in a portion of the performance pool, up to a maximum of $20 million, based on a minimum total return to shareholders benchmark of 10% for the one year period then ending. As of March 14, 2008 award recipients as a group will have the

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Item 1.01. Entry Into a Material Definitive Agreement.

On March 22, 2005, Vornado Realty Trust (the “Company”) and Vornado Realty L.P. (the “Operating Partnership”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc. (the “Underwriter”), providing for the offer and sale by the Operating Partnership of $500,000,000 in principal amount of 3.875% Exchangeable Senior Debentures due 2025 (the “Debentures”), at a price of 98% of their aggregate principal amount. The Operating Partnership has also granted the Underwriter an option to purchase up to an additional $75,000,000 in principal amount to cover over-allotments, if any. The Debentures are exchangeable into common shares of the Company under the circumstances described in the prospectus supplement filed with the Securities and Exchange Commission on March 24, 2005.

A copy of the Underwriting Agreement is filed as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference.

Item 1.01.  Entry Into a Material Definitive Agreement.

On March 17, 2005, the Company entered into an equity commitment letter under which it agreed to provide approximately $450 million of cash to a joint venture with Bain Capital Partners LLC and Kohlberg Kravis Roberts & Co. as equal partners.  The Company is a one-third owner of the joint venture.  On that same date, the joint venture entered into a merger agreement to acquire Toys “R” Us, Inc. for $26.75 per share.   The obligation of the Company to fund its equity commitment is conditioned upon the satisfaction of the joint venture’s conditions to the closing of that acquisition.  That closing in turn is subject to customary closing conditions, including the approval of the stockholders of Toys “R” Us.

Entry into an Employment Agreement

On February 22, 2005, the Company entered into a new employment agreement with Mr. Sandeep Mathrani, effective as of January 1, 2005.  Mr. Mathrani serves as Executive Vice President—Retail Division of the Company.  His prior employment agreement would have expired in March 2005.  The new employment agreement has a term through January 1, 2010 and the term automatically extends for additional one-year periods unless terminated on six month’s prior notice by either the Company or Mr. Mathrani.  The employment agreement provides that Mr. Mathrani will receive a base salary of not less than $1,000,000, or, if the base salary is increased in the future, such increased amount.  In addition, Mr. Mathrani is guaranteed an annual bonus of at least $500,000 for 2005 and received a one-time cash bonus of $800,000 paid in February 2005.

Pursuant to the agreement, the Company granted Mr. Mathrani 16,836 shares of restricted stock and options to acquire 300,000 of the Company’s common shares at $71.275 per share. In addition, 200,000 options will be granted over 2006 and 2007 at the then prevailing market price.  Both the restricted shares and the options will vest one-third each year on January 20th of 2008, 2009 and 2010.  The vesting of the restricted stock and the options will accelerate upon certain events including a change of control in the Company or a sale of its retail division.

Mr. Mathrani’s employment agreement also provides that if his employment is terminated by the Company without cause or by him due to a material breach of the agreement by the Company Mr. Mathrani will immediately vest in any stock options and restricted shares granted to him by the Company.  In addition, in such event Mr. Mathrani will receive a lump sum payment equal to (i) one year of his annual base compensation plus (ii) the average of the annual bonuses earned by him in the two fiscal years ending immediately prior to his termination; provided this lump sum payment will be multiplied by two if the termination occurs during the first three years of the agreement.  The agreement further provides that if his employment is terminated by him without good reason or by the Company for cause (as defined in the agreement to include conviction of, or plea of guilty or nolo contendere to, a felony, failure to perform his duties or willful misconduct) payment of salary and all other obligations of the Company under the agreement will cease.

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