UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-K/A (Amendment No. 1)   x

   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  For the Fiscal Year Ended:

   December 31, 2015
  OR  o

   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
   For the transition period from

   

   toCommission File Number:

   001-34482
   VORNADO REALTY L.P.
 (Exact name of Registrant as specified in its charter)  Delaware

   

   13-3925979(State or other jurisdiction of incorporation or organization)

   

   (I.R.S. Employer Identification Number)888 Seventh Avenue, New York, New York

   

   10019(Address of Principal Executive Offices)

   

   (Zip Code)
  Registrantâ€TMs telephone number including area code:

   (212) 894-7000
   Securities registered pursuant to Section 12(b) of the Act:   NONE
 Securities registered pursuant to Section 12(g) of the Act:  Class A Units of Limited Partnership Interest  Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  YESoNOx  Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YESoNOx  Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YESxNOo


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Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YESxNOo  Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S‐K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10‐K or any amendment to this Form 10‐K.o  Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  oLarge Accelerated Filer

   

   oAccelerated FilerxNon-Accelerated Filer (Do not check if smaller reporting company)

   

   oSmaller Reporting Company
  Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YESoNOx  There is no public market for the Class A units of limited partnership interest. Based on the June 30, 2015 closing share price of Vornado Realty Trust’s common shares, which are issuable upon redemption of the Class A units, the aggregate market value of the Class A units held by non-affiliates of the registrant, i.e. by persons other than Vornado Realty Trust and its officers and trustees, was $815,868,000 at June 30, 2015.   DocumentsIncorporated by Reference  Part III:  Portions of Proxy Statement for Annual Meeting of Vornado Realty Trust’s Shareholders to be held on May 19, 2016.


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Explanatory Note  In accordance with Rule 3-09 of Regulation S-X, Vornado Realty L.P. (the “Registrant”) is required to include in its Annual Report on Form 10-K for the year ended December 31, 2015, audited financial statements of Toys “R” Us, Inc. (“Toys”), an equity method investment in which Vornado Realty L.P. owns approximately 32.5% of the common equity as of December 31, 2015.  On February 22, 2016, Vornado Realty L.P. filed its Annual Report on Form 10-K for the year ended December 31, 2015 with the Securities and Exchange Commission indicating on the cover page that it would file an amendment to its Form 10-K to include Toys’ audited financial statements and related disclosures as soon as practicable after they were available. On March 24, 2016, Toys filed its Annual Report on Form 10-K for its fiscal year ended January 30, 2016.  Accordingly, Vornado Realty L.P. is filing this Amendment No. 1 on Form 10-K/A (Amendment No. 1) to its Form 10-K, filed on February 22, 2016, to incorporate by reference to this Amendment No. 1, Toys’ audited financial statements and related disclosures and to similarly include the consent of Ernst & Young LLP, Toys’ independent registered public accounting firm with respect to its report on such audited financial statements for the year ended January 30, 2016, and the consent of Deloitte & Touche LLP, Toys’ independent registered public accounting firm with respect to its report on such audited financial statements for each of the two fiscal years in the period ended January 31, 2015. Except as otherwise expressly noted herein, this Amendment No. 1 does not reflect events occurring after the filing of Vornado Realty L.P.’s original Form 10-K on February 22, 2016.  Accordingly, this Amendment No. 1 should be read in conjunction with Vornado Realty L.P.’s original Form 10-K.


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PART IV  Item 15.              Exhibits, Financial Statement Schedules  (a)     Vornado Realty L.P’s consolidated financial statements are set forth in Item 8 of Vornado Realty L.P.’s Annual Report on Form 10-K filed on February 22, 2016 (the “Original Form 10-K”).  The following financial statement schedules should be read in conjunction with the financial statements included in Item 8 of the Original Form 10-K.  II--Valuation and Qualifying Accounts--years ended December 31, 2015, 2014 and 2013 Page 143 of the Original Form 10-K.  III--Real Estate and Accumulated Depreciation as of December 31, 2015 Page 144 of the Original Form 10-K.  The consolidated financial statements of Toys R Us, Inc. are incorporated herein by reference to Item 8 of Toys R Us, Inc.’s Annual Report on Form 10-K for the fiscal year ended January 30, 2016 (File No. 001-11609), filed with the Securities and Exchange Commission on March 24, 2016.  See the exhibit index attached hereto and incorporated herein by reference.  The following exhibits listed on the exhibit index, which is incorporated herein by reference, are filed with this Annual Report on Form 10-K/A (Amendment No. 1).    Exhibits12

   

   Computation of Ratios – incorporated herein by reference to Exhibit 12 to Vornado Realty L.P.’s Form 10-K for the year ended December 31, 2015 (File No. 001-34482), filed on February 22, 201621

   

   Subsidiaries of Registrant – incorporated herein by reference to Exhibit 21 to Vornado Realty L.P.’sForm 10-K for the year ended December 31, 2015 (File No. 001-34482), filed on February 22, 201623.1

   

   Consent of Independent Registered Public Accounting Firm – incorporated herein by reference to Exhibit 23 to Vornado Realty L.P.’s Form 10-K for the year ended December 31, 2015(File No. 001-34482), filed on February 22, 201623.2

   

   Consent of Independent Registered Public Accounting Firm – Ernst & Young LLP23.3

   

   Consent of Independent Registered Public Accounting Firm – Deloitte & Touche LLP31.1

   

   Rule 13a-14 (a) Certification of the Chief Executive Officer31.2

   

   Rule 13a-14 (a) Certification of the Chief Financial Officer32.1

   

   Section 1350 Certification of the Chief Executive Officer32.2

   

   Section 1350 Certification of the Chief Financial Officer99.1

   

   Consolidated Financial Statements of Toys R Us, Inc., Report of Independent Registered Public Accounting Firm thereon and Notes to Such Consolidated Financial Statements.  Incorporated herein by reference to Item 8 of Toys R Us, Inc.’s Annual Report on Form 10-K for the fiscal year ended January 30, 2016 (File No. 001-11609), filed with the Securities and Exchange Commission on March 24, 2016


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SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.  VORNADO REALTY L.P.(Registrant)Date:  April 11, 2016

   By:

   /s/ Stephen W. TheriotStephen W. Theriot, Chief Financial Officer of

   Vornado Realty Trust, sole general partner of

   Vornado Realty L.P. (duly authorized officer and principal

   financial and accounting officer)


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EXHIBIT INDEX  Exhibit No.3.1

   

   -

   

   Articles of Restatement of Vornado Realty Trust, as filed with the State

   

   *Department of Assessments and Taxation of Maryland on July 30, 2007 - Incorporatedby reference to Exhibit 3.75 to Vornado Realty Trust’s Quarterly Report on Form 10-Qfor the quarter ended June 30, 2007 (File No. 001-11954), filed on July 31, 20073.2

   

   -

   

   Amended and Restated Bylaws of Vornado Realty Trust, as amended on March 2, 2000 -

   

   *Incorporated by reference to Exhibit 3.12 to Vornado Realty Trust’s Annual Report onForm 10-K for the year ended December 31, 1999 (File No. 001-11954), filed onMarch 9, 20003.3

   

   -

   

   Articles Supplementary, 5.40% Series L Cumulative Redeemable Preferred Shares of

   

   *Beneficial Interest, liquidation preference $25.00 per share, no par value – Incorporated byreference to Exhibit 3.6 to Vornado Realty Trust’s Registration Statement on Form 8-A(File No. 001-11954), filed on January 25, 20133.4

   

   -

   

   Second Amended and Restated Agreement of Limited Partnership of Vornado Realty L.P.,

   

   *dated as of October 20, 1997 (the “Partnership Agreement”) – Incorporated by referenceto Exhibit 3.26 to Vornado Realty Trust’s Quarterly Report on Form 10-Q for the quarterended March 31, 2003 (File No. 001-11954), filed on May 8, 20033.5

   

   -

   

   Amendment to the Partnership Agreement, dated as of December 16, 1997 – Incorporated by

   

   *reference to Exhibit 3.27 to Vornado Realty Trust’s Quarterly Report on Form 10-Q forthe quarter ended March 31, 2003 (File No. 001-11954), filed on May 8, 20033.6

   

   -

   

   Second Amendment to the Partnership Agreement, dated as of April 1, 1998 – Incorporated

   

   *by reference to Exhibit 3.5 to Vornado Realty Trust’s Registration Statement on Form S-3(File No. 333-50095), filed on April 14, 19983.7

   

   -

   

   Third Amendment to the Partnership Agreement, dated as of November 12, 1998 -

   

   *Incorporated by reference to Exhibit 3.2 to Vornado Realty Trust’s Current Report onForm 8-K (File No. 001-11954), filed on November 30, 19983.8

   

   -

   

   Fourth Amendment to the Partnership Agreement, dated as of November 30, 1998 -

   

   *Incorporated by reference to Exhibit 3.1 to Vornado Realty Trust’s Current Report onForm 8-K (File No. 001-11954), filed on February 9, 19993.9

   

   -

   

   Fifth Amendment to the Partnership Agreement, dated as of March 3, 1999 - Incorporated by

   

   *reference to Exhibit 3.1 to Vornado Realty Trust’s Current Report on Form 8-K(File No. 001-11954), filed on March 17, 19993.10

   

   -

   

   Sixth Amendment to the Partnership Agreement, dated as of March 17, 1999 - Incorporated

   

   *by reference to Exhibit 3.2 to Vornado Realty Trust’s Current Report on Form 8-K(File No. 001-11954), filed on July 7, 19993.11

   

   -

   

   Seventh Amendment to the Partnership Agreement, dated as of May 20, 1999 - Incorporated

   

   *by reference to Exhibit 3.3 to Vornado Realty Trust’s Current Report on Form 8-K(File No. 001-11954), filed on July 7, 19993.12

   

   -

   

   Eighth Amendment to the Partnership Agreement, dated as of May 27, 1999 - Incorporated

   

   *by reference to Exhibit 3.4 to Vornado Realty Trust’s Current Report on Form 8-K(File No. 001-11954), filed on July 7, 19993.13

   

   -

   

   Ninth Amendment to the Partnership Agreement, dated as of September 3, 1999 -

   

   *Incorporated by reference to Exhibit 3.3 to Vornado Realty Trust’s Current Report onForm 8-K (File No. 001-11954), filed on October 25, 1999_______________________*

   

   

   Incorporated by reference.


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3.14

   

   -

   

   Tenth Amendment to the Partnership Agreement, dated as of September 3, 1999 -

   

   *Incorporated by reference to exhibit 3,4 to Vornado Realty Trust's Current Report onForm 8-K (File No. 001-11954), filed on October 25, 19993.15

   

   -

   

   Eleventh Amendment to the Partnership Agreement, dated as of November 24, 1999 -

   

   *Incorporated by reference to Exhibit 3.2 to Vornado Realty Trust’s Current Report onForm 8-K (File No. 001-11954), filed on December 23, 19993.16

   

   -

   

   Twelfth Amendment to the Partnership Agreement, dated as of May 1, 2000 - Incorporated

   

   *by reference to Exhibit 3.2 to Vornado Realty Trust’s Current Report on Form 8-K(File No. 001-11954), filed on May 19, 20003.17

   

   -

   

   Thirteenth Amendment to the Partnership Agreement, dated as of May 25, 2000 -

   

   *Incorporated by reference to Exhibit 3.2 to Vornado Realty Trust’s Current Report onForm 8-K (File No. 001-11954), filed on June 16, 20003.18

   

   -

   

   Fourteenth Amendment to the Partnership Agreement, dated as of December 8, 2000 -

   

   *Incorporated by reference to Exhibit 3.2 to Vornado Realty Trust’s Current Report onForm 8-K (File No. 001-11954), filed on December 28, 20003.19

   

   -

   

   Fifteenth Amendment to the Partnership Agreement, dated as of December 15, 2000 -

   

   *Incorporated by reference to Exhibit 4.35 to Vornado Realty Trust’s RegistrationStatement on Form S-8 (File No. 333-68462), filed on August 27, 20013.20

   

   -

   

   Sixteenth Amendment to the Partnership Agreement, dated as of July 25, 2001 - Incorporated

   

   *by reference to Exhibit 3.3 to Vornado Realty Trust’s Current Report on Form 8-K(File No. 001 11954), filed on October 12, 20013.21

   

   -

   

   Seventeenth Amendment to the Partnership Agreement, dated as of September 21, 2001 -

   

   *Incorporated by reference to Exhibit 3.4 to Vornado Realty Trust’s Current Report onForm 8 K (File No. 001-11954), filed on October 12, 20013.22

   

   -

   

   Eighteenth Amendment to the Partnership Agreement, dated as of January 1, 2002 -

   

   *Incorporated by reference to Exhibit 3.1 to Vornado Realty Trust’s Current Report onForm 8-K/A (File No. 001-11954), filed on March 18, 20023.23

   

   -

   

   Nineteenth Amendment to the Partnership Agreement, dated as of July 1, 2002 - Incorporated

   

   *by reference to Exhibit 3.47 to Vornado Realty Trust’s Quarterly Report on Form 10-Qfor the quarter ended June 30, 2002 (File No. 001-11954), filed on August 7, 20023.24

   

   -

   

   Twentieth Amendment to the Partnership Agreement, dated April 9, 2003 - Incorporated by

   

   *reference to Exhibit 3.46 to Vornado Realty Trust’s Quarterly Report on Form 10-Q forthe quarter ended March 31, 2003 (File No. 001-11954), filed on May 8, 20033.25

   

   -

   

   Twenty-First Amendment to the Partnership Agreement, dated as of July 31, 2003 -

   

   *Incorporated by reference to Exhibit 3.47 to Vornado Realty Trust’s Quarterly Reporton Form 10-Q for the quarter ended September 30, 2003 (File No. 001-11954), filed onNovember 7, 20033.26

   

   -

   

   Twenty-Second Amendment to the Partnership Agreement, dated as of November 17, 2003 –

   

   *Incorporated by reference to Exhibit 3.49 to Vornado Realty Trust’s Annual Report onForm 10-K for the year ended December 31, 2003 (File No. 001-11954), filed onMarch 3, 2004_______________________*

   

   

   Incorporated by reference.


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3.27

   

   -

   

   Twenty-Third Amendment to the Partnership Agreement, dated May 27, 2004 – Incorporated

   

   *by reference to Exhibit 99.2 to Vornado Realty Trust’s Current Report on Form 8-K(File No. 001-11954), filed on June 14, 20043.28

   

   -

   

   Twenty-Fourth Amendment to the Partnership Agreement, dated August 17, 2004 –

   

   *Incorporated by reference to Exhibit 3.57 to Vornado Realty Trust and Vornado RealtyL.P.’s Registration Statement on Form S-3 (File No. 333-122306), filed onJanuary 26, 20053.29

   

   -

   

   Twenty-Fifth Amendment to the Partnership Agreement, dated November 17, 2004 –

   

   *Incorporated by reference to Exhibit 3.58 to Vornado Realty Trust and Vornado RealtyL.P.’s Registration Statement on Form S-3 (File No. 333-122306), filed onJanuary 26, 20053.30

   

   -

   

   Twenty-Sixth Amendment to the Partnership Agreement, dated December 17, 2004 –

   

   *Incorporated by reference to Exhibit 3.1 to Vornado Realty L.P.’s Current Report onForm 8-K (File No. 000-22685), filed on December 21, 20043.31

   

   -

   

   Twenty-Seventh Amendment to the Partnership Agreement, dated December 20, 2004 –

   

   *Incorporated by reference to Exhibit 3.2 to Vornado Realty L.P.’s Current Report onForm 8-K (File No. 000-22685), filed on December 21, 20043.32

   

   -

   

   Twenty-Eighth Amendment to the Partnership Agreement, dated December 30, 2004 -

   

   *Incorporated by reference to Exhibit 3.1 to Vornado Realty L.P.’s Current Report onForm 8-K (File No. 000-22685), filed on January 4, 20053.33

   

   -

   

   Twenty-Ninth Amendment to the Partnership Agreement, dated June 17, 2005 - Incorporated

   

   *by reference to Exhibit 3.1 to Vornado Realty L.P.’s Current Report on Form 8-K(File No. 000-22685), filed on June 21, 20053.34

   

   -

   

   Thirtieth Amendment to the Partnership Agreement, dated August 31, 2005 - Incorporated by

   

   *reference to Exhibit 3.1 to Vornado Realty L.P.’s Current Report on Form 8-K(File No. 000-22685), filed on September 1, 20053.35

   

   -

   

   Thirty-First Amendment to the Partnership Agreement, dated September 9, 2005 -

   

   *Incorporated by reference to Exhibit 3.1 to Vornado Realty L.P.’s Current Report onForm 8-K (File No. 000-22685), filed on September 14, 20053.36

   

   -

   

   Thirty-Second Amendment and Restated Agreement of Limited Partnership, dated as of

   

   *December 19, 2005 – Incorporated by reference to Exhibit 3.59 to Vornado Realty L.P.’sQuarterly Report on Form 10-Q for the quarter ended March 31, 2006(File No. 000-22685), filed on May 8, 20063.37

   

   -

   

   Thirty-Third Amendment to Second Amended and Restated Agreement of Limited

   

   *Partnership, dated as of April 25, 2006 – Incorporated by reference to Exhibit 10.2 toVornado Realty Trust’s Form 8-K (File No. 001-11954), filed on May 1, 20063.38

   

   -

   

   Thirty-Fourth Amendment to Second Amended and Restated Agreement of Limited

   

   *Partnership, dated as of May 2, 2006 – Incorporated by reference to Exhibit 3.1 toVornado Realty L.P.’s Current Report on Form 8-K (File No. 000-22685), filed onMay 3, 20063.39

   

   -

   

   Thirty-Fifth Amendment to Second Amended and Restated Agreement of Limited

   

   *Partnership, dated as of August 17, 2006 – Incorporated by reference to Exhibit 3.1 toVornado Realty L.P.’s Form 8-K (File No. 000-22685), filed on August 23, 20063.40

   

   -

   

   Thirty-Sixth Amendment to Second Amended and Restated Agreement of Limited

   

   *Partnership, dated as of October 2, 2006 – Incorporated by reference to Exhibit 3.1 toVornado Realty L.P.’s Form 8-K (File No. 000-22685), filed on January 22, 2007_______________________*

   

   

   Incorporated by reference.


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3.41

   

   -

   

   Thirty-Seventh Amendment to Second Amended and Restated Agreement of Limited

   

   *Partnership, dated as of June 28, 2007 – Incorporated by reference to Exhibit 3.1 toVornado Realty L.P.’s Current Report on Form 8-K (File No. 000-22685), filed onJune 27, 20073.42

   

   -

   

   Thirty-Eighth Amendment to Second Amended and Restated Agreement of Limited

   

   *Partnership, dated as of June 28, 2007 – Incorporated by reference to Exhibit 3.2 toVornado Realty L.P.’s Current Report on Form 8-K (File No. 000-22685), filed onJune 27, 20073.43

   

   -

   

   Thirty-Ninth Amendment to Second Amended and Restated Agreement of Limited

   

   *Partnership, dated as of June 28, 2007 – Incorporated by reference to Exhibit 3.3 toVornado Realty L.P.’s Current Report on Form 8-K (File No. 000-22685), filed onJune 27, 20073.44

   

   -

   

   Fortieth Amendment to Second Amended and Restated Agreement of Limited

   

   *Partnership, dated as of June 28, 2007 – Incorporated by reference to Exhibit 3.4 toVornado Realty L.P.’s Current Report on Form 8-K (File No. 000-22685), filed onJune 27, 20073.45

   

   -

   

   Forty-First Amendment to Second Amended and Restated Agreement of Limited

   

   *Partnership, dated as of March 31, 2008 – Incorporated by reference to Exhibit 3.44 toVornado Realty Trust’s Quarterly Report on Form 10-Q for the quarter ended March 31,2008 (file No. 001-11954), filed on May 6, 20083.46

   

   -

   

   Forty-Second Amendment to Second Amended and Restated Agreement of Limited Partnership,

   

   *dated as of December 17, 2010 – Incorporated by reference to Exhibit 99.1 to VornadoRealty L.P.'s Current Report on Form 8-K (File No. 000-22685), filed on December 21, 20103.47

   

   -

   

   Forty-Third Amendment to Second Amended and Restated Agreement of Limited Partnership,

   

   *dated as of April 20, 2011 – Incorporated by reference to Exhibit 3.1 to VornadoRealty L.P.'s Current Report on Form 8-K (File No. 000-22685), filed on April 21, 20113.48

   

   -

   

   Forty-Fourth Amendment to Second Amended and Restated Agreement of Limited Partnership

   

   *dated as of July 18, 2012 – Incorporated by reference to Exhibit 3.1 to Vornado Realty L.P.’sCurrent Report on Form 8-K (File No. 001-34482), filed on July 18, 20123.49

   

   -

   

   Forty-Fifth Amendment to Second Amended and Restated Agreement of Limited Partnership,

   

   *dated as of January 25, 2013 – Incorporated by reference to Exhibit 3.1 to Vornado RealtyL.P.’s Current Report on Form 8-K (File No. 001-34482), filed on January 25, 20134.1

   

   -

   

   Indenture, dated as of November 25, 2003, between Vornado Realty L.P. and The Bank of

   

   *New York, as Trustee - Incorporated by reference to Exhibit 4.10 to Vornado RealtyTrust’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005(File No. 001-11954), filed on April 28, 20054.2

   

   -

   

   Indenture, dated as of November 20, 2006, among Vornado Realty Trust, as Issuer, Vornado

   

   *Realty L.P., as Guarantor and The Bank of New York, as Trustee – Incorporated byreference to Exhibit 4.1 to Vornado Realty Trust’s Current Report on Form 8-K(File No. 001-11954), filed on November 27, 2006Certain instruments defining the rights of holders of long-term debt securities of VornadoRealty Trust and its subsidiaries are omitted pursuant to Item 601(b)(4)(iii) of RegulationS-K. Vornado Realty Trust hereby undertakes to furnish to the Securities and ExchangeCommission_______________________*

   

   

   Incorporated by reference.


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10.1

   

   -

   

   Registration Rights Agreement between Vornado, Inc. and Steven Roth, dated December 29,

   

   *1992 - Incorporated by reference to Vornado Realty Trust’s Annual Report on Form 10-Kfor the year ended December 31, 1992 (File No. 001-11954), filed February 16, 199310.2

   **

   -

   

   Management Agreement between Interstate Properties and Vornado, Inc. dated July 13, 1992

   

   *- Incorporated by reference to Vornado, Inc.’s Annual Report on Form 10-K for the yearended December 31, 1992 (File No. 001-11954), filed February 16, 199310.3

   **

   -

   

   Employment Agreement, dated as of April 15, 1997, by and among Vornado Realty Trust,

   

   *The Mendik Company, L.P. and David R. Greenbaum - Incorporated by reference toExhibit 10.4 to Vornado Realty Trust’s Current Report on Form 8-K(File No. 001-11954), filed on April 30, 199710.4

   

   -

   

   Agreement and Plan of Merger, dated as of October 18, 2001, by and among Vornado Realty

   

   *Trust, Vornado Merger Sub L.P., Charles E. Smith Commercial Realty L.P., Charles E.Smith Commercial Realty L.L.C., Robert H. Smith, individually, Robert P. Kogod,individually, and Charles E. Smith Management, Inc. - Incorporated by reference toExhibit 2.1 to Vornado Realty Trust’s Current Report on Form 8-K (File No. 001-11954),filed on January 16, 200210.5

   

   -

   

   Tax Reporting and Protection Agreement, dated December 31, 2001, by and among Vornado,

   

   *Vornado Realty L.P., Charles E. Smith Commercial Realty L.P. and Charles E. SmithCommercial Realty L.L.C. - Incorporated by reference to Exhibit 10.3 to Vornado RealtyTrust’s Current Report on Form 8-K/A (File No. 1-11954), filed on March 18, 200210.6

   **

   -

   

   Amendment to Real Estate Retention Agreement, dated as of July 3, 2002, by and between

   

   *Alexander’s, Inc. and Vornado Realty L.P. - Incorporated by reference to Exhibit10(i)(E)(3) to Alexander’s Inc.’s Quarterly Report for the quarter ended June 30, 2002(File No. 001-06064), filed on August 7, 200210.7

   **

   -

   

   59th Street Real Estate Retention Agreement, dated as of July 3, 2002, by and between

   

   *Vornado Realty L.P., 731 Residential LLC and 731 Commercial LLC - Incorporated byreference to Exhibit 10(i)(E)(4) to Alexander’s Inc.’s Quarterly Report for the quarterended June 30, 2002 (File No. 001-06064), filed on August 7, 200210.8

   

   -

   

   Amended and Restated Management and Development Agreement, dated as of July 3, 2002,

   

   *by and between Alexander's, Inc., the subsidiaries party thereto and VornadoManagement Corp. - Incorporated by reference to Exhibit 10(i)(F)(1) to Alexander'sInc.'s Quarterly Report for the quarter ended June 30, 2002 (File No. 001-06064),filed on August 7, 200210.9

   **

   -

   

   Amended and Restated Employment Agreement between Vornado Realty Trust and Joseph

   

   *Macnow dated July 27, 2006 – Incorporated by reference to Exhibit 10.54 to VornadoRealty Trust’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006(File No. 001-11954), filed on August 1, 200610.10

   **

   -

   

   Amendment to Real Estate Retention Agreement, dated January 1, 2007, by and between

   

   *Vornado Realty L.P. and Alexander’s Inc. – Incorporated by reference to Exhibit 10.55to Vornado Realty Trust’s Annual Report on Form 10-K for the year endedDecember 31, 2006 (File No. 001-11954), filed on February 27, 200710.11

   **

   -

   

   Amendment to 59th Street Real Estate Retention Agreement, dated January 1, 2007, by and

   

   *among Vornado Realty L.P., 731 Retail One LLC, 731 Restaurant LLC, 731 Office OneLLC and 731 Office Two LLC. – Incorporated by reference to Exhibit 10.56 toVornado Realty Trust’s Annual Report on Form 10-K for the year endedDecember 31, 2006 (File No. 001-11954), filed on February 27, 2007_______________________*

   

   Incorporated by reference.**

   

   Management contract or compensatory agreement.


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10.12

   **

   -

   

   Employment Agreement between Vornado Realty Trust and Mitchell Schear, as of April 19,

   

   *2007 – Incorporated by reference to Exhibit 10.46 to Vornado Realty Trust’s QuarterlyReport on Form 10-Q for the quarter ended March 31, 2007 (File No. 001-11954),filed on May 1, 200710.13

   **

   -

   

   Amendment to Employment Agreement between Vornado Realty Trust and Michael D.

   

   *Fascitelli, dated December 29, 2008.  Incorporated by reference to Exhibit 10.47 toVornado Realty Trust’s Annual Report on Form 10-K for the year ended December 31,2008 (File No. 001-11954) filed on February 24, 200910.14

   **

   -

   

   Amendment to Employment Agreement between Vornado Realty Trust and Joseph Macnow,

   

   *dated December 29, 2008.  Incorporated by reference to Exhibit 10.48 to Vornado RealtyTrust’s Annual Report on Form 10-K for the year ended December 31, 2008 (File No.001-11954) filed on February 24, 200910.15

   **

   -

   

   Amendment to Employment Agreement between Vornado Realty Trust and David R.

   

   *Greenbaum, dated December 29, 2008.  Incorporated by reference to Exhibit 10.49 toVornado Realty Trust’s Annual Report on Form 10-K for the year ended December 31,2008 (File No. 001-11954) filed on February 24, 200910.16

   **

   -

   

   Amendment to Indemnification Agreement between Vornado Realty Trust and David R.

   

   *Greenbaum, dated December 29, 2008.  Incorporated by reference to Exhibit 10.50 toVornado Realty Trust’s Annual Report on Form 10-K for the year ended December 31,2008 (File No. 001-11954) filed on February 24, 200910.17

   **

   -

   

   Amendment to Employment Agreement between Vornado Realty Trust and Mitchell N.

   

   *Schear, dated December 29, 2008.  Incorporated by reference to Exhibit 10.51 to VornadoRealty Trust’s Annual Report on Form 10-K for the year ended December 31, 2008 (FileNo. 001-11954) filed on February 24, 200910.18

   **

   -

   

   Vornado Realty Trust's 2010 Omnibus Share Plan.  Incorporated by reference to Exhibit 10.41 to

   

   *Vornado Realty Trust's Quarterly Report on Form 10-Q for the quarter ended June 30, 2010(File No. 001-11954) filed on August 3, 201010.19

   **

   -

   

   Form of Vornado Realty Trust 2010 Omnibus Share Plan Incentive / Non-Qualified Stock Option

   

   *Agreement.  Incorporated by reference to Exhibit 99.1 to Vornado Realty Trust's CurrentReport on Form 8-K (File No. 001-11954) filed on April 5, 201210.20

   **

   -

   

   Form of Vornado Realty Trust 2010 Omnibus Share Plan Restricted Stock Agreement.

   

   *Incorporated by reference to Exhibit 99.2 to Vornado Realty Trust's Current Report on Form8-K (File No. 001-11954) filed on April 5, 201210.21

   **

   -

   

   Form of Vornado Realty Trust 2010 Omnibus Share Plan Restricted LTIP Unit Agreement.

   

   *Incorporated by reference to Exhibit 99.3 to Vornado Realty Trust's Current Report on Form8-K (File No. 001-11954) filed on April 5, 201210.22

   **

   -

   

   Form of Vornado Realty Trust 2012 Outperformance Plan Award Agreement.

   

   *Incorporated by reference to Exhibit 10.45 to Vornado Realty Trust's Annual Report on Form10-K for the year ended December 31, 2012 (File No. 001-11954) filed on February 26, 201310.23

   **

   -

   

   Letter Agreement between Vornado Realty Trust and Michael D. Fascitelli, dated

   

   *February 27, 2013.  Incorporated by reference to Exhibit 99.1 to Vornado Realty Trust’sCurrent Report on Form 8-K (File No. 001-11954), filed on February 27, 2013_______________________*

   

   

   Incorporated by reference.**

   

   

   Management contract or compensatory agreement.


---



10.24
 **
 -
 
 Waiver
  and Release between Vornado Realty Trust and Michael D. Fascitelli, dated
 
 *February
  27, 2013.  Incorporated by reference to Exhibit 99.2 to Vornado Realty
  Trust’sCurrent
  Report on Form 8-K (File No. 001-11954), filed on February 27, 201310.25
 
 -
 
 Amendment
  to June 2011 Revolving Credit Agreement dated as of March 28, 2013, by and
 
 *among
  Vornado Realty L.P., as Borrower, the banks listed on the signature pages,
  andJ.P.
  Morgan Chase Bank N.A., as Administrative Agent. Incorporated by reference toExhibit
  10.48 to Vornado Realty Trust’s Quarterly Report on Form 10-Q for the quarterended
  March 31, 2013 (File No. 001-11954), filed on May 6, 201310.26
 **
 -
 
 Form of
  Vornado Realty Trust 2013 Outperformance Plan Award Agreement. Incorporated
 
 *by
  reference to Exhibit 10.50 to Vornado Realty Trust’s Quarterly Report on Form
  10-Qfor
  the quarter ended March 31, 2013 (File No. 001-11954), filed on May 6, 201310.27
 **
 -
 
 Employment
  agreement between Vornado Realty Trust and Stephen W. Theriot dated
 
 *June
  1, 2013.  Incorporated by reference to Exhibit 10.51 to Vornado Realty
  Trust’sQuarterly
  Report on Form 10-Q for the quarter ended June 30, 2013 (File No. 001-11954),filed
  on August 5, 201310.28
 **
 -
 
 Employment
  agreement between Vornado Realty Trust and Michael J. Franco dated
 
 *January
  10, 2014. Incorporated by reference to Exhibit 10.52 to Vornado Realty
  Trust'sQuarterly
  Report on Form 10-Q for the quarter ended March 31, 2014 (File No.
  001-11954),filed
  on May 5, 201410.29
 **
 -
 
 Form
  of Vornado Realty Trust 2014 Outerperformance Plan Award Agreement.
  Incorporated
 
 *by
  reference to Exhibit 10.53 to Vornado Realty Trust's Quarterly Report on Form
  10-Qfor
  the quarter ended March 31, 2014 (File No. 001-11954), filed on May 5, 201410.30
 
 -
 
 Amended
  and Restated Revolving Credit Agreement dated as of September 30, 2014, by
  and
 
 *among Vornado Realty L.P. as
  borrower, Vornado Realty Trust as General Partner, theBanks listed on the signature
  pages thereof, and JPMorgan Chase Bank N.A. asAdministrative Agent for the
  Banks. Incorporated by reference to Exhibit 10.54 toVornado Realty Trust's Quarterly
  Report on Form 10-Q for the quarter endedSeptember 30, 2014 (File No.
  001-11954), filed on November 3, 201410.31
 **
 -
 
 Form
  of Vornado Realty Trust 2016 Outperformance Plan Award Agreement.
  Incorporated by
 
 *reference
  to Exhibit 99.1 to Vornado Realty Trust’s Current Report on Form 8-K(File
  No. 001-11954), filed on January 21, 201610.32
 
 -
 
 Term
  Loan Agreement dated as of October 30, 2015, by and among Vornado Realty L.P.
  as
 
 *borrower,
  Vornado Realty Trust as General Partner, the Banks listed on the signaturepages
  thereof, and JPMorgan Chase Bank, N.A. as Administrative Agent for the Banks.Incorporated by reference to
  Exhibit 10.32 to Vornado Realty Trust's Annual Report onForm 10-K for the year ended
  December 31, 2015 (File No. 001-11954), filed onFebruary 16, 2016_______________________*
 
 
 Incorporated by reference.**
 
 
 Management contract or
  compensatory agreement.


---



12
 
 -
 
 Computation of Ratios – incorporated herein by reference
  to Exhibit 12 to
 
 *Vornado Realty L.P.’s Form 10-K for the year ended December
  31, 2015(File No 001-34482), filed on February 22, 201621
 
 -
 
 Subsidiaries of the Registrant – incorporated herein by
  reference to Exhibit 12 to
 
 *Vornado Realty L.P.’s Form 10-K for the year ended December
  31, 2015(File No 001-34482), filed on February 22, 201623.1
 
 -
 
 Consent of Independent Registered Public Accounting Firm –
  incorporated herein by reference
 
 *to Exhibit 23 to Vornado Realty L.P.’s Form 10-K for the
  year ended December 31, 2015(File No. 001-34482), filed on February 22, 201623.2
 
 -
 
 Consent of Independent Registered Public Accounting Firm –
  Ernst & Young LLP23.3
 
 -
 
 Consent of Independent Registered Public Accounting Firm –
  Deloitte & Touche LLP31.1
 
 -
 
 Rule 13a-14 (a) Certification of the Chief Executive
  Officer31.2
 
 -
 
 Rule 13a-14 (a) Certification of the Chief Financial
  Officer32.1
 
 -
 
 Section 1350 Certification of the Chief Executive Officer32.2
 
 -
 
 Section 1350 Certification of the Chief Financial Officer99.1
 
 -
 
 Consolidated Financial Statements of Toys R Us, Inc.,
  Report of Independent Registered
 
 *Public Accounting Firm thereon and Notes to Such
  Consolidated Financial Statements.Incorporated herein by reference to Item 8 of Toys R Us,
  Inc.’s Annual Report onForm 10-K for the year ended January 30, 2016 (File No.
  001-11609), filed with theSecurities and Exchange Commission on March 24, 2016_______________________*
 
 
 Incorporated by reference.**
 
 
 Management contract or compensatory
  agreement.


---