Exhibit 1.1 VORNADO REALTY L.P. (a Delaware limited partnership) $500,000,000 Aggregate Principal Amount of 5.625% Notes due 2007 UNDERWRITING AGREEMENT Dated: June 19, 2002Underwriting Agreement • June 24th, 2002 • Vornado Realty Lp • Real estate investment trusts • New York
among VORNADO REALTY L.P. as Borrower,Revolving Credit Agreement • May 12th, 2000 • Vornado Realty Lp • Real estate investment trusts • New York
TOIndenture • August 8th, 1997 • Vornado Realty Lp • Real estate investment trusts • New York
TOIndenture • August 8th, 1997 • Vornado Realty Lp • Real estate investment trusts • New York
among VORNADO REALTY L.P. as Borrower,Revolving Credit Agreement • August 14th, 1997 • Vornado Realty Lp • Real estate investment trusts • New York
i- 3 866 U.N. Plaza Property .................................................... 6 866 U.N. Plaza Units ....................................................... 6 Effective Date ............................................................. 6 Eleven...Limited Partnership Agreement • June 12th, 1997 • Vornado Realty Lp • Real estate investment trusts • Delaware
FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF VORNADO REALTY L.P.Second Amended and Restated Agreement of Limited Partnership • February 9th, 1999 • Vornado Realty Lp • Real estate investment trusts
EXHIBIT 99.2 ------------Merger Agreement • August 29th, 1997 • Vornado Realty Lp • Real estate investment trusts
EMPLOYMENT AGREEMENTEmployment Agreement • July 21st, 2017 • Vornado Realty Lp • Real estate investment trusts • Maryland
Employment Agreement (the “Agreement”), dated as of July 17, 2017, by and between JBG SMITH Properties, a Maryland real estate investment trust (together with its affiliates, the “Company”), with its principal offices in Chevy Chase, Maryland and Stephen W. Theriot (“Executive”).
THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT dated as of May 3, 2024, among VORNADO REALTY L.P., as Borrower, THE BANKS SIGNATORY HERETO, each as a Bank, JPMORGAN CHASE BANK, N.A., as Administrative Agent, BANK OF AMERICA, N.A., PNC BANK,...Revolving Credit Agreement • August 5th, 2024 • Vornado Realty Lp • Real estate investment trusts • New York
VORNADO REALTY TRUST (a Maryland real estate investment trust) 4.45% Series O Cumulative Redeemable Preferred Shares of Beneficial Interest (Liquidation Preference $25.00 Per Share) UNDERWRITING AGREEMENT Dated: September 13, 2021Underwriting Agreement • September 22nd, 2021 • Vornado Realty Lp • Real estate investment trusts • New York
VORNADO REALTY TRUST 2019 OMNIBUS SHARE PLAN RESTRICTED LTIP UNIT AGREEMENTRestricted Ltip Unit Agreement • February 13th, 2023 • Vornado Realty Lp • Real estate investment trusts • Maryland
RESTRICTED LTIP UNIT AGREEMENT made as of the date set forth on Schedule A hereto between VORNADO REALTY TRUST, a Maryland real estate investment trust (the “Company”), its subsidiary Vornado Realty L.P., a Delaware limited partnership (the “Partnership”), and the employee of the Company or one of its affiliates listed on Schedule A (the “Employee”).
VORNADO REALTY TRUST 2019 OMNIBUS SHARE PLAN [INCENTIVE/NON-QUALIFIED] STOCK OPTION AGREEMENTStock Option Agreement • February 18th, 2020 • Vornado Realty Lp • Real estate investment trusts • Maryland
STOCK OPTION AGREEMENT made as of date set forth on Schedule A hereto between Vornado Realty Trust, a Maryland real estate investment trust (the “Company”), and the employee of the Company or one of its affiliates listed on Schedule A (the “Employee”).
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED TERM LOAN AGREEMENTTerm Loan Agreement • August 5th, 2024 • Vornado Realty Lp • Real estate investment trusts • New York
SECOND AMENDED AND RESTATED TERM LOAN AGREEMENT (this “Agreement”) dated as of June 30, 2022 among VORNADO REALTY L.P., a limited partnership organized and existing under the laws of the State of Delaware (“Borrower”), JPMORGAN CHASE BANK, N.A., as agent for the Banks (in such capacity, together with its successors in such capacity, “Administrative Agent”), BANK OF AMERICA, N.A., PNC BANK, NATIONAL ASSOCIATION, U.S. BANK NATIONAL ASSOCIATION, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Syndication Agents, THE FINANCIAL INSTITUTIONS LISTED ON THE COVER PAGE as Documentation Agents and Sustainability Structuring Agent, and JPMORGAN CHASE BANK, N.A., in its individual capacity and not as Administrative Agent, and the other lenders signatory hereto (said lenders signatory hereto and the lenders who from time to time become Banks pursuant to Section 2.16(d), 3.07 or 12.05, each a “Bank” and collectively, the “Banks”).
VORNADO REALTY TRUST 2019 OMNIBUS SHARE PLAN RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • February 18th, 2020 • Vornado Realty Lp • Real estate investment trusts • Maryland
RESTRICTED STOCK AGREEMENT made as of date set forth on Schedule A hereto between VORNADO REALTY TRUST, a Maryland real estate investment trust (the “Company”), and the employee of the Company or one of its affiliates listed on Schedule A (the “Employee”).
TOIndenture • July 21st, 1997 • Vornado Realty Lp • Real estate investment trusts • New York
SEPARATION AND DISTRIBUTION AGREEMENT BY AND AMONG VORNADO REALTY TRUST, VORNADO REALTY L.P., JBG SMITH PROPERTIES AND JBG SMITH PROPERTIES LP DATED AS OF JULY 17, 2017Separation and Distribution Agreement • July 21st, 2017 • Vornado Realty Lp • Real estate investment trusts • New York
This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of July 17, 2017 (this “Agreement”), is by and among Vornado Realty Trust, a Maryland real estate investment trust (“Vornado”), Vornado Realty L.P., a Delaware limited partnership (“Vornado OP”), JBG Smith Properties, a Maryland real estate investment trust (“Newco”), and JBG Smith Properties LP, a Delaware limited partnership (“Newco OP”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
REVOLVING CREDIT AGREEMENT dated as of November 7, 2011 among VORNADO REALTY L.P., as Borrower, THE BANKS SIGNATORY HERETO, each as a Bank, JPMORGAN CHASE BANK, N.A., as Administrative Agent, BANK OF AMERICA, N.A., as Syndication Agent, and SUMITOMO...Revolving Credit Agreement • November 14th, 2011 • Vornado Realty Lp • Real estate investment trusts • New York
REVOLVING CREDIT AGREEMENT (this “Agreement”) dated as of November 7, 2011 among VORNADO REALTY L.P., a limited partnership organized and existing under the laws of the State of Delaware (“Borrower”), JPMORGAN CHASE BANK, N.A., as agent for the Banks (in such capacity, together with its successors in such capacity, “Administrative Agent”), BANK OF AMERICA, N.A., as Syndication Agent, SUMITOMO MITSUI BANKING CORPORATION, U.S. BANK NATIONAL ASSOCIATION, and WELLS FARGO BANK, as Documentation Agents, and BARCLAYS BANK PLC, CITIBANK, N.A., DEUTSCHE BANK SECURITIES, INC., THE ROYAL BANK OF SCOTLAND PLC, and UBS SECURITIES LLC, as Documentation Agents, and JPMORGAN CHASE BANK, N.A., in its individual capacity and not as Administrative Agent, and the other lenders signatory hereto (said lenders signatory hereto and the lenders who from time to time become Banks pursuant to Section 3.07 or 12.05 and, if applicable, any of the foregoing lenders’ Designated Lenders, each a “Bank” and collectivel
VORNADO REALTY TRUST 2023 OMNIBUS SHARE PLAN FORM OF PERFORMANCE CONDITIONED AO LTIP UNIT AWARD AGREEMENTPerformance Conditioned Ao Ltip Unit Award Agreement • July 3rd, 2023 • Vornado Realty Lp • Real estate investment trusts • New York
PERFORMANCE CONDITIONED AO LTIP UNIT AWARD AGREEMENT made as of the date set forth on Schedule A hereto between Vornado Realty Trust, a Maryland real estate investment trust (the “Company”), its subsidiary Vornado Realty L.P., a Delaware limited partnership and the entity through which the Company conducts substantially all of its operations (the “Partnership”), and the employee of the Company or one of its affiliates listed on Schedule A (the “Employee”).
VORNADO REALTY TRUST2021 Outperformance Plan Award Agreement • February 16th, 2021 • Vornado Realty Lp • Real estate investment trusts • New York
CONSULTING AGREEMENTConsulting Agreement • February 16th, 2021 • Vornado Realty Lp • Real estate investment trusts • New Jersey
Consulting Agreement (“Consulting Agreement”) dated as of February 16, 2021, by and between Vornado Realty Trust and Vornado Realty L.P. (together, “Vornado”) and Joseph Macnow (“Consultant”).
MASTER TRANSACTION AGREEMENT by and among VORNADO REALTY TRUST, VORNADO REALTY L.P., JBG PROPERTIES INC., JBG/OPERATING PARTNERS, L.P., THE JBG PARTIES SET FORTH ON SCHEDULE A, VORNADO DC SPINCO and VORNADO DC SPINCO OP LP dated as of October 31, 2016Master Transaction Agreement • February 13th, 2017 • Vornado Realty Lp • Real estate investment trusts • New York
THIS LIMITED PARTNERSHIP AGREEMENT OF JBG SMITH Properties LP (this “Agreement”), dated as of [·], 2017, is entered into by and among JBG SMITH Properties, a Maryland real estate investment trust (the “General Partner”), as the general partner of and a limited partner in the Partnership, and the General Partner, on behalf of and as attorney in fact for each of the persons and entities identified in the Partner Registry as a Limited Partner in the Partnership, together with any other Persons who become Partners in the Partnership as provided herein.
AMENDMENT NO. 1 TO MASTER TRANSACTION AGREEMENTMaster Transaction Agreement • July 21st, 2017 • Vornado Realty Lp • Real estate investment trusts • New York
This AMENDMENT NO. 1 TO MASTER TRANSACTION AGREEMENT (hereinafter referred to as this “Amendment”), dated as of July 17, 2017, is made by and among Vornado Realty Trust, a Maryland real estate investment trust (“Vornado”), Vornado Realty L.P., a Delaware limited partnership (“Vornado OP”, and together with Vornado, the “Vornado Parties”), JBG Properties, Inc., a Maryland corporation (“JBG Properties”), JBG/Operating Partners, L.P., a Delaware limited partnership (“JBG Operating Partners” and together with JBG Properties, the “JBG Management Entities”) and the JBG Properties affiliates listed on Schedule A of the Agreement (as defined below) (the “JBG Funds” and together with the JBG Management Entities, the “JBG Parties”), JBG SMITH Properties (f/k/a Vornado DC Spinco), a Maryland real estate investment trust (“Newco”) and JBG SMITH Properties LP (f/k/a Vornado DC Spinco OP LP), a Delaware limited partnership (“Newco OP”, and together with the Vornado Parties, the JBG Parties and Newco
VORNADO REALTY TRUSTLtip Unit Award Agreement • February 13th, 2023 • Vornado Realty Lp • Real estate investment trusts • New York
AGREEMENT This Agreement must be executed and returned to Company (Attn: Human Resources) within 21 days of receipt.Separation Agreement • February 16th, 2021 • Vornado Realty Lp • Real estate investment trusts • New Jersey
THIS AGREEMENT (this “Agreement”) is entered into between JOSEPH MACNOW (the “Executive”) and VORNADO REALTY TRUST, with an address at 888 Seventh Avenue New York, New York 10019 (the “Company”). Company, together with its past, present and future direct and indirect subsidiaries, affiliated entities, related companies and divisions and each of their respective past, present and future officers, directors, employees, shareholders, trustees, members, partners, attorneys and agents (in each case, individually and their official capacities), and each of their respective employee benefit plans (and such plans' fiduciaries, agents, administrators and insurers, in their individual and their official capacities), as well as any predecessors, future successors or assigns or estates of any of the foregoing, is collectively referred to in this Agreement as the “Company Released Parties.”
FORM OF VORNADO REALTY TRUST 2012 OUTPERFORMANCE PLAN AWARD AGREEMENT2012 Outperformance Plan Award Agreement • April 5th, 2012 • Vornado Realty Lp • Real estate investment trusts • New York
REVOLVING CREDIT AGREEMENT dated as of June 28, 2006 among VORNADO REALTY L.P., as Borrower, VORNADO REALTY TRUST, as General Partner, THE BANKS SIGNATORY HERETO, each as a Bank, JPMORGAN CHASE BANK, N.A., as Administrative Agent, BANK OF AMERICA,...Revolving Credit Agreement • June 30th, 2006 • Vornado Realty Lp • Real estate investment trusts • New York
REVOLVING CREDIT AGREEMENT (this “Agreement”) dated as of June 28, 2006 among VORNADO REALTY L.P., a limited partnership organized and existing under the laws of the State of Delaware (“Borrower”), VORNADO REALTY TRUST, a real estate investment trust organized and existing under the laws of the State of Maryland and the sole general partner of Borrower (“General Partner”), JPMORGAN CHASE BANK, N.A., as agent for the Banks (in such capacity, together with its successors in such capacity, “Administrative Agent”), BANK OF AMERICA, N.A. and CITICORP NORTH AMERICA, INC., as Syndication Agents, DEUTSCHE BANK TRUST COMPANY AMERICAS, LASALLE BANK NATIONAL ASSOCIATION, and UBS LOAN FINANCE LLC, as Documentation Agents, and JPMORGAN CHASE BANK, N.A., in its individual capacity and not as Administrative Agent, and the other lenders signatory hereto (said lenders signatory hereto and the lenders who from time to time become Banks pursuant to Section 3.07 or 12.05 and, if applicable, any of the for
TWENTY-EIGHTH AMENDMENT TOSecond Amended and Restated Agreement of Limited Partnership • January 4th, 2005 • Vornado Realty Lp • Real estate investment trusts
amendment to EMPLOYMENT AGREEMENTEmployment Agreement • May 1st, 2017 • Vornado Realty Lp • Real estate investment trusts • New York
WHEREAS, VORNADO REALTY TRUST (the “Company”) and Mitchell N. Schear (“Employee”) are each a party (the “Parties”) to an employment agreement dated as of April 19, 2007 and amended December 29, 2008 (the “2008 Agreement”);
VORNADO REALTY TRUST 2023 OMNIBUS SHARE PLAN FORM OF RESTRICTED LTIP UNIT AGREEMENTRestricted Ltip Unit Agreement • July 3rd, 2023 • Vornado Realty Lp • Real estate investment trusts • Maryland
RESTRICTED LTIP UNIT AGREEMENT made as of the date set forth on Schedule A hereto between VORNADO REALTY TRUST, a Maryland real estate investment trust (the “Company”), its subsidiary Vornado Realty L.P., a Delaware limited partnership (the “Partnership”), and the employee of the Company or one of its affiliates listed on Schedule A (the “Employee”).
THIRTY-SEVENTH AMENDMENT TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF VORNADO REALTY L.P. Dated as of June 28, 2007Agreement of Limited Partnership • June 29th, 2007 • Vornado Realty Lp • Real estate investment trusts
THIS THIRTY-SEVENTH AMENDMENT TO THE SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF VORNADO REALTY L.P. (this “Amendment”), dated as of June 28, 2007, 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 Amen
FORTY-SIXTH AMENDMENT TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF VORNADO REALTY L.P.Second Amended and Restated Agreement of Limited Partnership • April 2nd, 2015 • Vornado Realty Lp • Real estate investment trusts
THIS FORTY-SIXTH AMENDMENT TO THE SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF VORNADO REALTY L.P. (this “Amendment”), dated as of April 1, 2015, 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
FORTY-FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF VORNADO REALTY L.P. Dated as of March 30, 2012Agreement of Limited Partnership • April 5th, 2012 • Vornado Realty Lp • Real estate investment trusts • Delaware
THIS FORTY-SECOND AMENDMENT TO THE SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF VORNADO REALTY L.P. (this “Amendment”), dated as of March 30, 2012, is hereby adopted by Vornado Realty Trust, a Maryland real estate investment trust (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 the 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 the Second Amended and Restated Agreement of Limited Partnership of Vornado Realty L.P., dated as of April 1, 1998, the Third Amendment to the Second Amended and Restated Agreement of Limited
FORTY-NINTH AMENDMENT TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF VORNADO REALTY L.P.Amendment to Limited Partnership Agreement • August 8th, 2019 • Vornado Realty Lp • Real estate investment trusts
THIS FORTY-NINTH AMENDMENT TO THE SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF VORNADO REALTY L.P. (this “Amendment”), dated as of August 7, 2019, 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 Amende
FORTY-THIRD AMENDMENT TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF VORNADO REALTY L.P.Limited Partnership Agreement • April 21st, 2011 • Vornado Realty Lp • Real estate investment trusts
THIS FORTY-THIRD AMENDMENT TO THE SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF VORNADO REALTY L.P. (this “Amendment”), dated as of April 20, 2011, 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 Amende
