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, 2014
  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)
  Registrant’s 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.  YESxNOo  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, 2014 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 $1,019,853,000 at June 30, 2014.   DocumentsIncorporated by Reference  Part III:  Portions of Proxy Statement for Annual
Meeting of Vornado Realty Trust’s Shareholders to be held on May 21, 2015.


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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, 2014, audited
financial statements of Toys “R” Us, Inc. (“Toys”), an equity method investment
in which Vornado Realty L.P. owns approximately 32.6% of the common equity as
of December 31, 2014.  On February 23, 2015, Vornado Realty L.P. filed its Annual
Report on Form 10-K for the year ended December 31, 2014 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 26, 2015, Toys filed its
Annual Report on Form 10-K for its fiscal year ended January 31, 2015. 
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 23, 2015, to incorporate by
reference to this Amendment No. 1, Toys’ audited financial statements and
related disclosures and to similarly include the consent of Deloitte &
Touche LLP, Toys’ independent registered public accounting firm with respect to
its report on such audited financial statements for the fiscal year 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 23, 2015.  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 23, 2015
(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, 2014, 2013 and 2012 Page 146 of the Original Form
10-K.  III--Real Estate and Accumulated
Depreciation as of December 31, 2014 Page 147 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 February 1, 2014
(File No. 001-11609), filed with the Securities and Exchange Commission on
March 26, 2015.  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, 2014 (File No. 001-34482), filed on
  February 23, 201521
 
 Subsidiaries
  of Registrant – incorporated herein by reference to Exhibit 21 to Vornado
  Realty L.P.’s
  Form 10-K for the year ended December 31, 2014 (File No. 001-34482), filed on
  February 23, 201523.1
 
 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,
  2014
  (File No. 001-34482), filed on February 23, 201523.2
 
 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 31, 2015 (File No. 001-11609),
  filed with the Securities and Exchange Commission on March 26, 2015


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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:  March 27,
  2015
 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 Exchange_______________________*
 
 
 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, 201412

   

   -

   

   Computation of Ratios – incorporated by reference to Exhibit 12 to Vornado Realty L.P.’s

   

   *Form 10-K for the year ended December 31, 2014 (File No 001-34482), filed onFebruary 23, 201521

   

   -

   

   Subsidiaries of the Registrant – incorporated by reference to Exhibit 12 to Vornado Realty L.P.’s

   

   *Form 10-K for the year ended December 31, 2014 (File No 001-34482), filed onFebruary 23, 201523.1

   

   -

   

   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, 2014(File No. 001-34482), filed on February 23, 201523.2

   

   -

   

   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 StatementsIncorporated herein by reference to Item 8 of Toys R Us, Inc.’s Annual Report onForm 10-K for the year ended January 31, 2015 (File No. 001-11609), filed with theSecurities and Exchange Commission on March 26, 2015_______________________*

   

   

   Incorporated by reference.**

   

   

   Management contract or compensatory agreement.