FORM OF FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF EMPIRE STATE REALTY OP, L.P. a Delaware limited partnership THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES...Limited Partnership Agreement • February 13th, 2012 • Empire State Realty Trust, Inc. • Delaware
THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF EMPIRE STATE REALTY OP, L.P., dated as of , 2012 is entered into by and among Empire State Realty Trust, Inc., a Maryland corporation (the “General Partner”), and the limited partners listed on Exhibit A hereto (each a “Limited Partner”).
OPTION AGREEMENTOption Agreement • February 13th, 2012 • Empire State Realty Trust, Inc. • New York
OPTION AGREEMENT (this “Agreement”) is made as of November 28, 2011 between 112 WEST 34TH STREET COMPANY L.L.C., a New York limited liability company (“Owner”), having an office c/o Malkin Holdings LLC, One Grand Central Place, 60 East 42nd Street, New York, New York 10165; EMPIRE REALTY TRUST, L.P., a Delaware limited partnership (the “Operating Partnership”); Empire Realty Trust, Inc., a Maryland corporation (the “Company”), which is the general partner of the Operating Partnership, having an office c/o Malkin Holdings LLC, One Grand Central Place, 60 East 42nd Street, New York, New York 10165, the Estate of Leona M. Helmsley (including, where the context so requires, any affiliated entities, “Helmsley”), and, solely with respect to Section 27(b), Peter L. Malkin and Anthony E. Malkin.
TAX PROTECTION AGREEMENTTax Protection Agreement • February 13th, 2012 • Empire State Realty Trust, Inc. • 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”).
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 Realty Trust, Inc. • 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
CONTRIBUTION AGREEMENT by and among [Private Entity], Empire Realty Trust, L.P. and Empire Realty Trust, Inc. Dated as of [ ], 2011Contribution Agreement • February 13th, 2012 • Empire State Realty Trust, Inc. • New York
THIS CONTRIBUTION AGREEMENT (including all exhibits, hereinafter referred to as this “Agreement”) is made and entered into as of [ ], 2011 (the “Effective Date”) by and among Empire Realty Trust, Inc., a Maryland corporation (the “Company”), Empire Realty Trust, L.P., a Delaware limited partnership (the “Operating Partnership”) and [Private Entity], a [ ] (the “Contributor”). Terms used but not defined shall have the meanings ascribed to them in Section 7.1.
AGREEMENT AND PLAN OF MERGER by and among [MANAGEMENT COMPANY], Empire Realty Trust, L.P. and Empire Realty Trust, Inc. Dated as of November 28, 2011Merger Agreement • February 13th, 2012 • Empire State Realty Trust, Inc. • 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”), and [MANAGEMENT COMPANY], a [ ] limited liability company (the “Management Company”). Terms used but not defined shall have the meanings ascribed to them in Article 6.
REPRESENTATION, WARRANTY AND INDEMNITY AGREEMENT by and among Empire Realty Trust, Inc., Empire Realty Trust, L.P. and the Principals named herein Dated as of November 28, 2011Representation, Warranty and Indemnity Agreement • February 13th, 2012 • Empire State Realty Trust, Inc. • New York
THIS REPRESENTATION, WARRANTY AND INDEMNITY AGREEMENT is made and entered into as of November 28, 2011 (this “Agreement”) and is effective as of the Closing Date, by and among Empire Realty Trust, Inc., a Maryland corporation (the “Company”), and Empire Realty Trust, L.P., a Delaware limited partnership and subsidiary of the Company (the “Operating Partnership,” and collectively with the Company, the “Consolidated Entities”) on the one hand, and Anthony E. Malkin, Scott D. Malkin and Cynthia M. Blumenthal on the other hand (such individuals collectively, the “Principals”). Capitalized terms used and not otherwise defined have the meanings set forth in Section 5.1.
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 Realty Trust, Inc. • 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
CONTRIBUTION AGREEMENT by and among Empire Realty Trust, L.P., Empire Realty Trust, Inc. and the entities affiliated with the Helmsley Estate listed on the signature pages hereto Dated as of November 28, 2011Contribution Agreement • February 13th, 2012 • Empire State Realty Trust, Inc. • New York
THIS CONTRIBUTION AGREEMENT (including all exhibits, hereinafter referred to as this “Agreement”) is made and entered into as of November 28, 2011 (the “Effective Date”) by and among Empire Realty Trust, Inc., a Maryland corporation (the “Company”), Empire Realty Trust, 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.
CONTRIBUTION AGREEMENT by and among Empire Realty Trust, L.P., Empire Realty Trust, Inc. and the persons and entities included in the Malkin Family Group listed on the signature pages hereto Dated as of November 28, 2011Contribution Agreement • February 13th, 2012 • Empire State Realty Trust, Inc. • New York
THIS CONTRIBUTION AGREEMENT (including all exhibits, hereinafter referred to as this “Agreement”) is made and entered into as of November 28, 2011 (the “Effective Date”) 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 (the “Supervisor”) and the other Persons affiliated with the Malkin Family Group (defined below) set forth on the signature pages hereto (individually, a “Malkin Family Contributor” and collectively, the “Malkin Family Contributors”). Terms used but not defined shall have the meanings ascribed to them in Section 5.1.
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 Realty Trust, Inc. • 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
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 Realty Trust, Inc. • 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
