FORM OF 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 Trust, Inc. • November 2nd, 2012 • Real estate investment trusts • 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 (defined below).
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 2nd, 2012 • Empire State Realty Trust, Inc. • 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”).
TAX PROTECTION AGREEMENTTax Protection Agreement • November 2nd, 2012 • Empire State Realty Trust, Inc. • 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 2nd, 2012 • Empire State Realty Trust, Inc. • Real estate investment trusts • New York
This REGISTRATION RIGHTS AGREEMENT, dated as of , 2012, is made and entered into by and between Empire State Realty Trust, Inc., a Maryland corporation (the “Company”), and certain persons listed on Schedule 1 hereto.
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 Trust, Inc. • 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
