CREDIT AGREEMENTCredit Agreement • February 27th, 2015 • Empire State Realty OP, L.P. • New York
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 1st, 2021 • Empire State Realty OP, L.P. • Real estate investment trusts • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of August 29, 2017, among EMPIRE STATE REALTY TRUST, INC., a Maryland corporation (the “Parent”) and EMPIRE STATE REALTY OP, L.P., a Delaware limited partnership (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A. (“Bank of America”), as Administrative Agent and BANK OF AMERICA, N.A., WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo Bank”), and CAPITAL ONE, NATIONAL ASSOCIATION (“Capital One”) and JPMORGAN CHASE BANK, N.A. (“JPMorgan Chase”), as L/C Issuers.
Published Deal CUSIP Number: 29210DAN6 Published Revolver Facility CUSIP Number: 29210DAP1 Published Term Loan CUSIP Number: 29210DAQ9 SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • March 13th, 2024 • Empire State Realty OP, L.P. • Real estate investment trusts • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of March 8, 2024, among EMPIRE STATE REALTY TRUST, INC., a Maryland corporation (the “Parent”) and EMPIRE STATE REALTY OP, L.P., a Delaware limited partnership (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A. (“Bank of America”), as Administrative Agent and BANK OF AMERICA N.A., WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo Bank”) and JPMORGAN CHASE BANK, N.A. (“JPMorgan Chase”) as L/C Issuers.
FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF EMPIRE STATE REALTY OP, L.P. a Delaware limited partnership CERTAIN OF THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE...Empire State Realty OP, L.P. • October 7th, 2013 • Delaware
The undersigned Holder of LTIP Units hereby irrevocably (i) elects to convert the number of LTIP Units in Empire State Realty OP, L.P. (the “Partnership”) set forth below into Series PR OP Units in accordance with the terms of the Amended and Restated Agreement of Limited Partnership of the Partnership, as amended; and (ii) directs that any cash in lieu of Series PR OP Units that may be deliverable upon such conversion be delivered to the address specified below. The undersigned hereby represents, warrants, and certifies that the undersigned (a) has title to such LTIP Units, free and clear of the rights of interests of any other person or entity other than the Partnership; (b) has the full right, power, and authority to cause the conversion of such LTIP Units as provided herein; and (c) has obtained the consent or approval of all persons or entitles, if any, having the right to consent or approve such conversion.
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 13th, 2024 • Empire State Realty OP, L.P. • Real estate investment trusts • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 28th, 2024 • Empire State Realty OP, L.P. • Real estate investment trusts • Maryland
THIS INDEMNIFICATION AGREEMENT ("Agreement") is made and entered into as of the 2nd day of December, 2020, by and among EMPIRE STATE REALTY TRUST, INC., a Maryland corporation (the "Company"), EMPIRE STATE REALTY OP, L.P., a Delaware limited partnership (the "Partnership" and together with the Company, the "Indemnitors"), and Steve Horn (the "Indemnitee").
EMPIRE STATE REALTY OP, L.P. Registration Rights AgreementEmpire State Realty OP, L.P. • August 12th, 2014 • Real estate investment trusts • New York
Empire State Realty OP, L.P. (the “Operating Partnership”), proposes to issue and sell to you (the “Initial Purchaser”), its 2.625% Exchangeable Senior Notes due 2019 (the “Notes”), upon the terms set forth in the Purchase Agreement by and among the Operating Partnership, Empire State Realty Trust, Inc. (the “Company”) and the Initial Purchaser, dated August 6, 2014 (the “Purchase Agreement”), relating to the initial placement (the “Initial Placement”) of the Notes. In certain circumstances, upon an exchange of Notes at the option of the holder thereof, the Operating Partnership will be required to deliver cash, shares of common stock of the Company, par value $0.01 per share (the “Company Common Stock”) or a combination of cash and shares of Company Common Stock, at the election of the Operating Partnership. To induce the Initial Purchaser to enter into the Purchase Agreement and to satisfy its obligations thereunder, the holders of the Notes will have the benefit of this registration
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 3rd, 2022 • Empire State Realty OP, L.P. • Real estate investment trusts • New York
SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of August 29, 2022 (this “Amendment”), to that certain Credit Agreement referenced below, is among Empire State Realty Trust, Inc., a Maryland corporation (the “Parent”), Empire State Realty OP, L.P. (the “Borrower”), the Subsidiary Guarantors party hereto, the Lenders party hereto, Wells Fargo Bank, National Association, as Administrative Agent.
2.625% Exchangeable Senior Notes due 2019Indenture • August 12th, 2014 • Empire State Realty OP, L.P. • Real estate investment trusts • New York
This INDENTURE dated as of August 12, 2014 is entered into by and among Empire State Realty OP, L.P., a Delaware limited partnership (hereinafter called the “Issuer”), Empire State Realty Trust, Inc., a Maryland corporation (hereinafter referred to as the “Company”), each having its principal office at One Grand Central Place, 60 East 42nd Street, New York, NY 10165, and Wilmington Trust, National Association, as Trustee hereunder.
AMENDED AND RESTATED CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control • May 5th, 2016 • Empire State Realty OP, L.P. • Real estate investment trusts • New York
This AMENDED AND RESTATED CHANGE IN CONTROL SEVERANCE AGREEMENT dated as of October 7, 2013 (as amended hereby, this “Agreement”) is effective April 5, 2016, by and between Empire State Realty Trust, Inc., a Maryland corporation (the “Company”), and Thomas P. Durels (the “Executive”).
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of August 29, 2017 Among EMPIRE STATE REALTY OP, L.P., as Borrower, EMPIRE STATE REALTY TRUST, INC., BANK OF AMERICA, N.A., as Administrative Agent, and The Lenders and L/C Issuers Party Hereto, WELLS...Assignment and Assumption • September 5th, 2017 • Empire State Realty OP, L.P. • Real estate investment trusts • New York
Any increase or decrease in the Leverage-Based Applicable Rate resulting from a change in the ratio of Total Indebtedness to Total Asset Value shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(a); provided, however, that if a Compliance Certificate is not delivered when due in accordance with such Section, then Pricing Level VI shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered and shall remain in effect until the date on which such Compliance Certificate is delivered.
CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • February 28th, 2024 • Empire State Realty OP, L.P. • Real estate investment trusts • New York
This CHANGE IN CONTROL SEVERANCE AGREEMENT (this “Agreement”) is made and entered into as of this 20th day of February 2024, by and between Empire State Realty Trust, Inc., a Maryland corporation (the “Company”), and Stephen V. Horn (the “Executive”).
Published Deal CUSIP Number: 29210DAN6 Published Revolver Facility CUSIP Number: 29210DAP1 Published Term Loan CUSIP Number: 29210DAQ9 SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • May 7th, 2024 • Empire State Realty OP, L.P. • Real estate investment trusts • New York
FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to _____________________ or registered assigns (the “Lender”), in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Revolving Credit Loan from time to time made by the Lender to the Borrower under that certain Second Amended and Restated Credit Agreement, dated as of March 8, 2024 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among Empire State Realty Trust, Inc., a Maryland corporation, Empire State Realty OP, L.P., a Delaware limited partnership, the Lenders from time to time party thereto, Bank of America, N.A., as Administrative Agent, and the L/C Issuers from time to time party thereto.
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • October 8th, 2021 • Empire State Realty OP, L.P. • Real estate investment trusts • New York
This SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (as amended hereby, this “Agreement”) dated as of October 6, 2021, is entered into by and between Empire State Realty Trust, Inc., a Maryland corporation (the “Company”) and Anthony E. Malkin (“Executive”).
AGREEMENT AND PLAN OF MERGER by and among Malkin Holdings LLC, Empire Realty Trust, L.P. and Empire Realty Trust, Inc. Dated as of November 28, 2011Agreement and Plan of Merger • December 21st, 2012 • Empire State Realty OP, L.P. • Real estate investment trusts • New York
THIS AGREEMENT AND PLAN OF MERGER (including all exhibits, hereinafter referred to as this “Agreement”) is made and entered into as of November 28, 2011 by and among Empire Realty Trust, Inc., a Maryland corporation (the “Company”), Empire Realty Trust, L.P., a Delaware limited partnership (the “Operating Partnership”), Malkin Holdings LLC, a New York limited liability company (the “Management Company”). Terms used but not defined shall have the meanings ascribed to them in Article 6.
AMENDED AND RESTATED CONTRIBUTION AGREEMENT by and among Empire State Realty OP, L.P., Empire State Realty Trust, Inc. and the entities affiliated with the Helmsley Estate listed on the signature pages hereto Dated and effective as of November 28,...Contribution Agreement • November 2nd, 2012 • Empire State Realty OP, L.P. • Real estate investment trusts • New York
THIS AMENDED AND RESTATED CONTRIBUTION AGREEMENT (including all exhibits, hereinafter referred to as this “Agreement”) is made and entered into as of November 28, 2011 (the “Effective Date”) and amended and restated as of July 2, 2012 by and among Empire State Realty Trust, Inc., a Maryland corporation (the “Company”), Empire State Realty OP, L.P., a Delaware limited partnership (the “Operating Partnership”), the entities affiliated with the Helmsley Estate (defined below) set forth on Exhibit A (individually, a “Helmsley Entity” and collectively, the “Helmsley Entities”), The Leona M. and Harry B. Helmsley Charitable Trust (the “Contributing Trust”), and the Estate of Leona M. Helmsley (the “Helmsley Estate”). Terms used but not defined shall have the meanings ascribed to them in Section 5.1.
THIRD AMENDMENT TO LOAN AGREEMENT, RATIFICATION OF LOAN DOCUMENTS AND OMNIBUS AMENDMENT Dated as of October 11, 2012 Between EMPIRE STATE LAND ASSOCIATES L.L.C. and EMPIRE STATE BUILDING ASSOCIATES L.L.C., collectively, as Borrower, and HSBC BANK USA,...Loan Agreement • November 2nd, 2012 • Empire State Realty OP, L.P. • Real estate investment trusts • New York
THIS THIRD AMENDMENT TO LOAN AGREEMENT, RATIFICATION OF LOAN DOCUMENTS AND OMNIBUS AMENDMENT, dated as of October 11, 2012 (this “Third Amendment”), between EMPIRE STATE LAND ASSOCIATES L.L.C., a New York limited liability company, having its principal place of business c/o Malkin Holdings LLC, One Grand Central Place, 60 East 42nd Street, New York, New York 10165 (“ESLA”), EMPIRE STATE BUILDING ASSOCIATES L.L.C., a New York limited liability company, having its principal place of business c/o Malkin Holdings LLC, One Grand Central Place, 60 East 42nd Street, New York, New York 10165 (“ESBA” and together with ESLA, collectively, “Borrower”), and HSBC BANK USA, NATIONAL ASSOCIATION, a bank organized under the laws of the United States of America (“HSBC”), having an address at 452 Fifth Avenue, New York, New York 10018, as administrative agent (including any of its successors and assigns, “Agent”) for itself and the other Lenders signatory hereto (collectively, together with such other c
FORM OF TIME-BASED VESTING RESTRICTED STOCK AGREEMENT UNDER THE EMPIRE STATE REALTY TRUST, INC. EMPIRE STATE REALTY OP, L.P. 2013 EQUITY INCENTIVE PLANRestricted Stock Agreement • March 24th, 2014 • Empire State Realty OP, L.P. • Maryland
This RESTRICTED STOCK AGREEMENT (this “Agreement”), is entered into on _______________ (the “Grant Date”), by and between, Empire State Realty Trust, Inc., a Maryland corporation (the “Company”), and _______________ (“Grantee”). Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings set forth in the Empire State Realty Trust, Inc. and Empire State Realty OP, L.P. 2013 Equity Incentive Plan (the “Plan”).
FORM OF ASSET AND PROPERTY MANAGEMENT AGREEMENTManagement Agreement • December 17th, 2012 • Empire State Realty OP, L.P. • Real estate investment trusts • New York
ASSET MANAGEMENT AGREEMENT (the “Agreement”) dated , 201 (the “Effective Date”) by and between [—]., a New York limited liability company (“Owner”), and EMPIRE STATE REALTY HOLDINGS TRS, LLC1, a Delaware limited liability company (“Asset Manager”).
FORM OF SERVICES AGREEMENTServices Agreement • December 17th, 2012 • Empire State Realty OP, L.P. • Real estate investment trusts • New York
SERVICES AGREEMENT (the “Agreement”) dated , 201 (the “Effective Date”) by and between EMPIRE STATE REALTY HOLDINGS TRS, LLC1, a Delaware limited liability company (“Service Provider”) and , a (“Manager”).
TIME-BASED VESTING LTIP UNIT VESTING AGREEMENT UNDER THE EMPIRE STATE REALTY TRUST, INC. EMPIRE STATE REALTY OP, L.P.Vesting Agreement • August 5th, 2021 • Empire State Realty OP, L.P. • Real estate investment trusts • Maryland
Pursuant to the Empire State Realty Trust, Inc. Empire State Realty OP, L.P. 2019 Equity Incentive Plan (the “Plan”) and the Amended and Restated Agreement of Limited Partnership, dated as of October 1, 2013, as amended (the “Partnership Agreement”), of Empire State Realty OP, L.P., a Delaware limited partnership (the “Partnership”), Empire State Realty Trust, Inc., a Maryland corporation and the general partner of the Partnership (the “Company”), hereby grants to Grantee named above an other equity-based award (pursuant to Section 11 of the Plan, and referred to herein as an “Award”) in the form of, and by causing the Partnership to issue to Grantee named above, LTIP Units (as defined in the Partnership Agreement) having the rights, voting powers, restrictions, limitations as to distributions, qualifications and terms and conditions of redemption and conversion set forth herein and in the Partnership Agreement. If this LTIP Unit Vesting Agreement (this “Agreement”) is accepted, Grante
CREDIT AGREEMENTCredit Agreement • November 12th, 2013 • Empire State Realty OP, L.P. • New York
TAX PROTECTION AGREEMENTTax Protection Agreement • November 12th, 2013 • Empire State Realty OP, L.P. • Delaware
THIS TAX PROTECTION AGREEMENT (this “Agreement”) is made and entered into as of October 7, 2013 by and among Empire State Realty Trust, Inc., a Maryland corporation (the “REIT”), Empire State Realty OP, L.P., a Delaware limited partnership (the “Partnership”), Anthony E. Malkin and Peter L. Malkin, on behalf of themselves and the other persons set forth on Schedule 2.1(i) hereof (each a “Protected Partner,” and collectively the “Protected Partners”).
FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF EMPIRE STATE REALTY OP, L.P. a Delaware limited partnership CERTAIN OF THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE...First • November 12th, 2013 • Empire State Realty OP, L.P. • Delaware
EMPIRE STATE REALTY OP, L.P. EMPIRE STATE REALTY TRUST, INC. $100,000,000 3.61% Series G Senior Notes due March 17, 2032 $75,000,000 3.73% Series H Senior Notes due March 17, 2035 NOTE PURCHASE AGREEMENT Dated March 17, 2020Guaranty Agreement • March 23rd, 2020 • Empire State Realty OP, L.P. • Real estate investment trusts • New York
EMPIRE STATE REALTY OP, L.P., a Delaware limited partnership (the “Company”), and EMPIRE STATE REALTY TRUST, INC., a Maryland corporation (the “Parent”), agree with each of the Purchasers as follows:
Lease BETWEEN THE PRUDENTIAL INSURANCE COMPANY OF AMERICA,Empire State Realty OP, L.P. • August 13th, 2012 • Real estate investment trusts • New York
THIS INDENTURE of Lease dated the 21st day of December, 1951, by and between THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, a New Jersey corporation having its principal office and place of business at 763 Broad Street, Newark, New Jersey, hereinafter called “Lessor”, and ALGLAN REALTY CORPORATION, ROSTEV REALTY CORPORATION, and BENTOB REALTY CORPORATION, New York corporations, each having its principal office and place of business at 730 Fifth Avenue, New York, New York, hereinafter called “Lessee”,
ContractAgreement of Lease • July 3rd, 2012 • Empire State Realty OP, L.P. • Real estate investment trusts
AGREEMENT OF LEASE made the 1st day of October, 1958, between 60 EAST 42ND ST. ASSOCIATES, a co-partnership having its office at 60 East 42nd Street, New York 17, New York (hereinafter called the “Landlord”), and LINCOLN BUILDING ASSOCIATES, a co-partnership having its office at 60 East 42nd Street, New York 17, New York (hereinafter called the “Tenant”).
THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • September 23rd, 2024 • Empire State Realty OP, L.P. • Real estate investment trusts • New York
This THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENT (as amended hereby, this “Agreement”) dated as of September 20, 2024, is entered into by and between Empire State Realty Trust, Inc., a Maryland corporation (the “Company”) and Anthony E. Malkin (“Executive”).
EMPIRE STATE REALTY OP, L.P. EMPIRE STATE REALTY TRUST, INC. $100,000,000 3.93% Series A Senior Notes due March 27, 2025 $125,000,000 4.09% Series B Senior Notes due March 27, 2027 $125,000,000 4.18% Series C Senior Notes due March 27, 2030 NOTE...Note Purchase Agreement • March 30th, 2015 • Empire State Realty OP, L.P. • Real estate investment trusts • New York
EMPIRE STATE REALTY OP, L.P., a Delaware limited partnership (together with any successor thereto that becomes a party hereto pursuant to Section 10.5, the “Company”) and EMPIRE STATE REALTY TRUST, INC., a Maryland corporation (the “Parent”), agree with each of the Purchasers as follows:
TO FISK BUILDING ASSOCIATES Agreement of Lease September 30, 1953 WIEN, LANE, KLEIN & PURCELL ATTORNEYS AT LAW EMPIRE STATE BUILDING NEW YORK 1, N.Y.Empire State Realty OP, L.P. • July 3rd, 2012 • Real estate investment trusts
AGREEMENT OF LEASE made the 30th day of September, 1953, between 250 WEST 57TH ST. ASSOCIATES, a joint venture having its office at 350 Fifth Avenue, New York 1, New York (hereinafter called the “Landlord”), and FISK BUILDING ASSOCIATES, a partnership having its office at 350 Fifth Avenue, New York 1, New York (hereinafter called the “Tenant”).
TAX PROTECTION AGREEMENTTax Protection Agreement • November 2nd, 2012 • Empire State Realty OP, L.P. • Real estate investment trusts • Delaware
THIS TAX PROTECTION AGREEMENT (this “Agreement”) is made and entered into as of , 2012 by and among Empire State Realty Trust, Inc., a Maryland corporation (the “REIT”), Empire State Realty OP, L.P., a Delaware limited partnership (the “Partnership”), Anthony E. Malkin and Peter L. Malkin, on behalf of themselves and the other persons set forth on Schedule 2.1(i) hereof (each a “Protected Partner,” and collectively the “Protected Partners”).
CREDIT AGREEMENT Dated as of March 19, 2020 among EMPIRE STATE REALTY OP, L.P., as Borrower, EMPIRE STATE REALTY TRUST, INC., WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, and The Lenders Party Hereto, CAPITAL ONE, NATIONAL...Credit Agreement • March 23rd, 2020 • Empire State Realty OP, L.P. • Real estate investment trusts • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of March 19, 2020, among EMPIRE STATE REALTY TRUST, INC., a Maryland corporation (the “Parent”) and EMPIRE STATE REALTY OP, L.P., a Delaware limited partnership (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo Bank”), as Administrative Agent.
AMENDMENT NO. 2 TO FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF EMPIRE STATE REALTY OP, L.P. December 6, 2019Empire State Realty OP, L.P. • December 12th, 2019 • Real estate investment trusts • Delaware
THIS AMENDMENT NO. 2 (this “Amendment”) to the FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP of EMPIRE STATE REALTY OP, L.P. is made and entered into as of December 6, 2019.
ContractAgreement • December 17th, 2012 • Empire State Realty OP, L.P. • Real estate investment trusts • New York
AGREEMENT dated and to be effective as of the 1st day of January, 1962, among HENRY W. KLEIN, residing at Sterling Road (no street number), Harrison, New York (herein called the “Agent”), and others who by subscribing their names hereto become parties hereto (herein called the “Participants”).
Second Modification of Indenture of Lease Dated: February 15, 1965Empire State Realty OP, L.P. • August 13th, 2012 • Real estate investment trusts
THIS SECOND MODIFICATION OF INDENTURE OF LEASE, dated February 15, 1965, made by and between THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, A NEW JERSEY CORPORATION, having its principal office and place of business at 745 Broad Street, Newark, New Jersey (hereinafter called “Lessor”), and EMPIRE STATE BUILDING ASSOCIATES, a general partnership consisting of Lawrence A. Wien, Henry W. Klein and Peter L. Malkin, residing respectively at 785 Fifth Avenue, New York, New York, Sterling Road (no street number), Harrison, New York, and Summit Ridge Road (no street number), Stamford, Connecticut, and having its principal office and place of business at 60 East 42nd Street, New York, New York (hereinafter called “Lessee”),
