Empire State Building Associates Sample Contracts

LOAN AGREEMENT Dated as of July 26, 2011 Between EMPIRE STATE LAND ASSOCIATES L.L.C. and EMPIRE STATE BUILDING ASSOCIATES L.L.C., collectively, as Borrower and HSBC BANK USA, NATIONAL ASSOCIATION, as Agent, and THE LENDERS NAMED HEREIN, as Lenders and...
Loan Agreement • February 13th, 2012 • Empire State Building Associates L.L.C. • Operators of nonresidential buildings • New York

THIS Loan Agreement, dated as of July 26, 2011 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), 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 oth

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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 13th, 2012 • Empire State Building Associates L.L.C. • Operators of nonresidential buildings • 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

FIRST AMENDMENT TO LOAN AGREEMENT, RATIFICATION OF LOAN DOCUMENTS AND OMNIBUS AMENDMENT Dated as of November 2, 2011 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 • February 13th, 2012 • Empire State Building Associates L.L.C. • Operators of nonresidential buildings • New York

THIS FIRST AMENDMENT TO LOAN AGREEMENT, RATIFICATION OF LOAN DOCUMENTS AND OMNIBUS AMENDMENT, dated as of November 2, 2011 (this “First 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

EMPIRE STATE LAND ASSOCIATES L.L.C. and EMPIRE STATE BUILDING ASSOCIATES L.L.C., collectively, as assignor (Assignor) to HSBC BANK USA, NATIONAL ASSOCIATION, as Agent, as assignee (Assignee) THIRD AMENDMENT TO ASSIGNMENT OF LEASES AND RENTS
Assignment of Leases and Rents • May 13th, 2013 • Empire State Building Associates L.L.C. • Operators of nonresidential buildings • New York

THIS THIRD AMENDMENT TO ASSIGNMENT OF LEASES AND RENTS (this “Amendment”), dated as of February 26, 2013, between EMPIRE STATE LAND ASSOCIATES L.L.C., a New York limited liability company, having its principal place of business at c/o Malkin Holdings LLC, One Grand Central Place, 60 East 42nd Street, New York, New York 10165, Attention: Legal (“ESLA”), and EMPIRE STATE BUILDING ASSOCIATES L.L.C., a New York limited liability company, having its principal place of business at c/o Malkin Holdings LLC, One Grand Central Place, 60 East 42nd Street, New York, New York 10165, Attention: Legal (“ESBA” and together with ESLA, collectively, “Assignor”), 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 agent (“Agent”) for itself in its individual capacity as a lender and other co-lenders that may exist from time to time (together with HSBC in its individual capaci

SIXTH MODIFICATION OF SUBLEASE
Sublease Modification • May 13th, 2013 • Empire State Building Associates L.L.C. • Operators of nonresidential buildings

SIXTH MODIFICATION OF SUBLEASE made as of February 26, 2013, by and between EMPIRE STATE BUILDING ASSOCIATES L.L.C., a New York limited liability company having its office at One Grand Central Place, 60 East 42nd Street, New York, New York 10165 (hereinafter called “Sublessor”); and EMPIRE STATE BUILDING COMPANY L.L.C., a New York limited liability company having its office at One Grand Central Place, 60 East 42nd Street, New York, New York 10165 (hereinafter called “Sublessee”).

Sublease between EMPIRE STATE BUILDING ASSOCIATES As Sublessor and LAWRENCE A. WIEN, HARRY B. HELMSLEY, MARTIN WEINER REALTY CORPORATION and PAREMPCO, INC., joint venturers associated under the name of EMPIRE STATE BUILDING COMPANY As Sublease Dated,...
Sublease • April 11th, 2012 • Empire State Building Associates L.L.C. • Operators of nonresidential buildings • New York

AGREEMENT OF SUBLEASE, dated the 27th day of December, 1961, between EMPIRE STATE BUILDING ASSOCIATES, a partnership, having its office at 60 East 42nd Street, New York, New York (hereinafter sometimes called “Sublessor”), and LAWRENCE A. WIEN, residing at Newtown Turnpike (no street number), Weston, Connecticut; HARRY B. HELMSLEY, residing at 61 Ridgerest Road, Briarcliff Manor, New York; MARTIN WEINER REALTY CORPORATION, a New York corporation, having its principal office at 1457 Broadway, Room 901, New York, New York; and PAREMPCO, INC., a New York corporation, having its principal office at 330 Fifth Avenue, New York, New York, joint venturers associated under the name of EMPIRE STATE BUILDING COMPANY, having an office at 60 East 42nd Street, New York, New York (hereinafter called “Sublessee”).

AND LAWRENCE A. WIEN, HARRY B. HELMSLEY, WICO TRADING CORPORATION and MARTIN WEINER REALTY CORPORATION, joint venturers associated under the name of EMPIRE STATE BUILDING COMPANY
Sublease • April 11th, 2012 • Empire State Building Associates L.L.C. • Operators of nonresidential buildings

THIS FIRST MODIFICATION OF SUBLEASE, dated February 15, 1965 made by and between 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 “Sublessor”), and LAWRENCE A. WIEN, residing at 785 Fifth Avenue, New York, New York, HARRY B. HELMSLEY, residing at 61 Ridgecrest Road, Briarcliff Manor, New York, WICO TRADING CORPORATION, a New York corporation, having its principal office at 60 East 42nd Street, New York, New York and MARTIN WEINER REALTY CORPORATION, a New York corporation, having its principal office at 1457 Broadway, Room 901, New York, New York, joint venturers associated under the name of EMPIRE STATE BUILDING COMPA

AGREEMENT
Tender Offer Agreement • April 10th, 2013 • Empire State Building Associates L.L.C. • Operators of nonresidential buildings • New York

AGREEMENT dated as of March 27, 2013 among Malkin Holdings LLC, as supervisor of the Subject Entity defined below (the “Supervisor”), with its address at One Grand Central Place, 60 East 42nd Street, New York, NY 10165, and MPF Northstar Fund 2, LP, Mackenzie Income Fund 27, LLC, MPF Special Fund 10, LLC, MPF Special Fund 8, LLC, Mackenzie Flagship Fund 15, LLC, MPF Opportunity Fund, LP, MPF Badger Acquisition Co. II, LLC, SCM Special Fund 2, L.P., and MPF Special Fund 9, LLC, which are affiliated with MacKenzie Capital Management, LP (collectively, the “Offerors”), with their address at c/o MacKenzie Capital Management, LP, 1640 School Street, Moraga, California 94556.

AGREEMENT AMONG MEMBERS OF EMPIRE STATE BUILDING ASSOCIATES L.L.C.
Agreement Among Members • October 5th, 2010 • Empire State Building Associates L.L.C. • Operators of nonresidential buildings

AGREEMENT AMONG MEMBERS of Empire State Building Associates L.L.C. dated as of July 1, 2010 made by Peter L. Malkin, Anthony E. Malkin and Thomas N. Keltner, Jr., as its members.

SECOND AMENDMENT TO LOAN AGREEMENT, RATIFICATION OF LOAN DOCUMENTS AND OMNIBUS AMENDMENT Dated as of November , 2011 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 • February 13th, 2012 • Empire State Building Associates L.L.C. • Operators of nonresidential buildings • New York

THIS SECOND AMENDMENT TO LOAN AGREEMENT, RATIFICATION OF LOAN DOCUMENTS AND OMNIBUS AMENDMENT, dated as of November , 2011 (this “Second 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

EMPIRE STATE LAND ASSOCIATES L.L.C., and EMPIRE STATE BUILDING ASSOCIATES L.L.C., collectively, as mortgagor (Mortgagor) to HSBC BANK USA, NATIONAL ASSOCIATION, as Agent, as mortgagee (Mortgagee) CONSOLIDATED, AMENDED AND RESTATED FEE AND LEASEHOLD...
Fee and Leasehold Mortgage, Assignment of Leases and Rents and Security Agreement • February 13th, 2012 • Empire State Building Associates L.L.C. • Operators of nonresidential buildings • New York

THIS CONSOLIDATED, AMENDED AND RESTATED FEE AND LEASEHOLD MORTGAGE, ASSIGNMENT OF LEASES AND RENTS AND SECURITY AGREEMENT (this “Security Instrument”) is made as of this 26th day of July, 2011, by EMPIRE STATE LAND ASSOCIATES L.L.C., a New York limited liability company, having its principal place of business at c/o Malkin Holdings LLC, One Grand Central Place, 60 East 42nd Street, New York, New York 10165, Attention: Legal (“ESLA”) and EMPIRE STATE BUILDING ASSOCIATES L.L.C., a New York limited liability company, having its principal place of business at c/o Malkin Holdings LLC, One Grand Central Place, 60 East 42nd Street, New York, New York 10165, Attention: Legal (“ESBA” and together with ESLA, collectively, as mortgagor (“Mortgagor”), for the benefit of HSBC BANK USA, NATIONAL ASSOCIATION (“HSBC”), a New York banking corporation having an address at 452 Fifth Avenue, New York, New York 10018, as agent (“Agent”) for itself and the other co-lenders that may be a party to the Loan Ag

THIRD MODIFICATION OF SUBLEASE
Sublease Modification • February 13th, 2012 • Empire State Building Associates L.L.C. • Operators of nonresidential buildings

THIRD MODIFICATION OF SUBLEASE made as of July 26, 2011, by and between EMPIRE STATE BUILDING ASSOCIATES L.L.C., a New York limited liability company having its office at One Grand Central Place, 60 East 42nd Street, New York, New York 10165 (hereinafter called “Sublessor”); and EMPIRE STATE BUILDING COMPANY L.L.C., a New York limited liability company having its office at One Grand Central Place, 60 East 42nd Street, New York, New York 10165 (hereinafter called “Sublessee”).

FOURTH MODIFICATION OF SUBLEASE
Sublease • May 21st, 2012 • Empire State Building Associates L.L.C. • Operators of nonresidential buildings

FOURTH MODIFICATION OF SUBLEASE made as of April 5, 2012, by and between EMPIRE STATE BUILDING ASSOCIATES L.L.C., a New York limited liability company having its office at One Grand Central Place, 60 East 42nd Street, New York, New York 10165 (hereinafter called “Sublessor”); and EMPIRE STATE BUILDING COMPANY L.L.C., a New York limited liability company having its office at One Grand Central Place, 60 East 42nd Street, New York, New York 10165 (hereinafter called “Sublessee”).

SECOND MODIFICATION OF SUBLEASE
Sublease • June 17th, 2009 • Empire State Building Associates L.L.C. • Operators of nonresidential buildings

SECOND MODIFICATION OF SUBLEASE made as of February 25, 2009, by and between EMPIRE STATE BUILDING ASSOCIATES L.L.C., a New York limited liability company having its office at 60 East 42nd Street, New York, New York (hereinafter called “Sublessor”); and EMPIRE STATE BUILDING COMPANY L.L.C., a New York limited liability company having its office at 60 East 42nd Street, New York, New York (hereinafter called “Sublessee”).

FIFTH MODIFICATION OF SUBLEASE
Sublease • November 13th, 2012 • Empire State Building Associates L.L.C. • Operators of nonresidential buildings

FIFTH MODIFICATION OF SUBLEASE made as of July 9, 2012, by and between EMPIRE STATE BUILDING ASSOCIATES L.L.C., a New York limited liability company having its office at One Grand Central Place, 60 East 42nd Street, New York, New York 10165 (hereinafter called “Sublessor”); and EMPIRE STATE BUILDING COMPANY L.L.C., a New York limited liability company having its office at One Grand Central Place, 60 East 42nd Street, New York, New York 10165 (hereinafter called “Sublessee”).

SECOND MODIFICATION OF SUBLEASE
Sublease • April 11th, 2012 • Empire State Building Associates L.L.C. • Operators of nonresidential buildings

SECOND MODIFICATION OF SUBLEASE made as of February 25, 2009, by and between EMPIRE STATE BUILDING ASSOCIATES L.L.C., a New York limited liability company having its office at 60 East 42nd Street, New York, New York (hereinafter called “Sublessor”); and EMPIRE STATE BUILDING COMPANY L.L.C., a New York limited liability company having its office at 60 East 42nd Street, New York, New York (hereinafter called “Sublessee”).

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