THE CONTRIBUTED
INTERESTS (COLLECTIVELY, THE "GENEVA ESCROW UNITS") SHALL BE RETAINED AND HELD
PURSUANT TO THE ESCROW AGREEMENT IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT
AND THE ESCROW AGREEMENT.
THE NUMBER OF GENEVA ESCROW UNITS SHALL BE CALCULATED
AS FOLLOWS:
$1,000,000.00 DIVIDED BY THE DEEMED VALUE PER UNIT, MULTIPLIED BY
THE GENEVA ALLOCATION, AND ROUNDED IN ACCORDANCE WITH SECTION 1.5(D).
(III)
NOTWITHSTANDING ANY OTHER PROVISION OF THIS
AGREEMENT, IF THE CLOSING DATE IS EXTENDED BY VORNADO PURSUANT TO SECTION 1.3 TO
A DATE AFTER JULY 29, 2005, THEN:
(W)
IF THE VNO STOCK PRICE (AS DEFINED BELOW),
CALCULATED AS OF THE CLOSING DATE, IS GREATER THAN OR EQUAL TO $70.30 AND LESS
THAN OR EQUAL TO $77.70, THEN THIS SECTION 1.5(B)(III) SHALL HAVE NO EFFECT.;
(X)
IF THE VNO STOCK PRICE, CALCULATED AS OF
THE CLOSING DATE, IS LESS THAN $70.30, THEN THE DEEMED VALUE PER UNIT SHALL
EQUAL $70.30;
(Y)
IF THE VNO STOCK PRICE, CALCULATED AS OF THE
CLOSING DATE, IS GREATER THAN $77.70, THEN THE DEEMED VALUE PER UNIT SHALL EQUAL
$77.70; AND
(Z)
FOR PURPOSES OF THIS AGREEMENT, THE TERM
"VNO STOCK PRICE" AS A OF A GIVEN DATE SHALL MEAN THE AVERAGE CLOSING PRICE ON
THE NEW YORK STOCK EXCHANGE OF COMMON SHARES OF VORNADO REALTY TRUST (TICKER
SYMBOL VNO) FOR THE TEN (10) CONSECUTIVE TRADING DAYS ENDING ON AND INCLUDING
THE TRADING DAY PRECEDING SUCH DATE.
(C)
ISSUANCE OF UNITS - PARIS SPECIFIC
PROPERTY.
(I)
AT CLOSING, SUBJECT TO SECTION 1.5(D),
AND IN ADDITION TO THE UNITS TO BE TRANSFERRED IN ACCORDANCE WITH
SECTION 1.5(B), THE CONTRIBUTING PARTNERS WHO ARE CONTRIBUTING PARIS
5
INTERESTS SHALL RECEIVE FROM THE OPERATING PARTNERSHIP ON BEHALF OF THE VNO
TRANSACTION SUB, AS CONSIDERATION FOR THE CONTRIBUTION TO THE VNO TRANSACTION
SUB OF THE PARIS INTERESTS, SUBJECT TO THE ASSUMED LIABILITIES, AT CLOSING, A
NUMBER OF UNITS, EQUAL TO (WITH THE FOLLOWING OPERATIONS BEING PERFORMED IN THE
ORDER SET FORTH):
(V) AN AMOUNT EQUAL TO THE PARIS ALLOCATION MULTIPLIED BY THE EXCHANGE VALUE
(THE "PARIS EXCHANGE VALUE") LESS (A) THE OUTSTANDING PRINCIPAL UNDER THE
PERMITTED MORTGAGE DEBT ALLOCABLE TO THE PARIS PROPERTY (OTHER THAN PARIS LP'S
INTEREST IN GENEVA LP) (THE "PARIS SPECIFIC PROPERTY") AS OF THE CLOSING DATE,
LESS (B) THE NET AGGREGATE CREDIT TO VORNADO, IF ANY, AS A RESULT OF THE
PRORATIONS AND ADJUSTMENTS MADE ON THE CLOSING DATE PURSUANT TO SECTION 9.2
ALLOCABLE TO THE PARIS SPECIFIC PROPERTY (THE "PARIS CLOSING DATE PRORATIONS"),
PLUS (C) THE NET AGGREGATE DEBIT, IF ANY, TO VORNADO AS A RESULT OF THE PARIS
CLOSING DATE PRORATIONS,
MULTIPLIED BY
(W) THE SUM OF THE PARIS PERCENTAGES REPRESENTED BY THE CONTRIBUTED INTERESTS
THAT ARE PARIS INTERESTS,
less
(X) THE SPECIFIED VORNADO TRANSACTION COSTS MULTIPLIED BY THE PARIS ALLOCATION,
plus
(Y) THE SPECIFIED GENERAL PARTNER TRANSACTION COSTS MULTIPLIED BY THE PARIS
ALLOCATION,
divided by
(z) the Deemed Value per Unit.
(II)
NOTWITHSTANDING THE FOREGOING, A NUMBER OF
UNITS OTHERWISE ENTITLED TO BE RECEIVED BY THE CONTRIBUTING PARTNERS PURSUANT TO
THIS