INDEMNIFICATION AGREEMENTIndemnification Agreement • November 2nd, 2012 • Empire State Realty OP, L.P. • Real estate investment trusts • Maryland
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the day of , 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 “Partnership” and together with the Company, the “Indemnitors”), and (the “Indemnitee”).
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
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”).
FOURTH MODIFICATION OF SUBLEASESublease • November 2nd, 2012 • Empire State Realty OP, L.P. • Real estate investment trusts
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”).
FIFTH MODIFICATION OF SUBLEASESublease Modification • November 2nd, 2012 • Empire State Realty OP, L.P. • Real estate investment trusts
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”).
