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EMPIRE STATE REALTY TRUST, INC. FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits

May 22, 2014



Item 1.01 Entry into a Material Definitive Agreement

Empire State Realty Trust, Inc. (the "Company") and Empire State Realty OP, L.P. (the "Operating Partnership") entered into a Second Amendment dated as of May 21, 2014 (the "Second Amendment") to the Secured Revolving and Term Credit Facility dated October 7, 2013 (as previously amended by the First Amendment dated May 7, 2014, the "Credit Agreement") among the Company, the Operating Partnership, ESRT Empire State Building, L.L.C., the subsidiaries of the Operating Partnership from time to time party thereto, Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman Sachs Bank USA and the other lenders party thereto. The Second Amendment modified the Credit Agreement to, among other things, release the Company from its obligations as a guarantor of the Obligations as defined in the Credit Agreement. The foregoing does not purport to be a complete description of the terms of the Second Amendment and is qualified in its entirety by the Second Amendment, which is attached as exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 8.01. Other Events.



On May 19, 2014, Empire State Realty Trust, Inc. (the "Company") announced that it exercised its options to purchase the ground and operating leases at 112 West 34th Street and the ground lease at 1400 Broadway for a total of approximately $734 million in cash, common stock and operating partnership units of its operating partnership, Empire State Realty OP, L.P. The acquisitions are expected to close within 90 days, subject to customary closing conditions.

A copy of the press release issued by the Company announcing such exercise is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. Exhibit No. Description 10.1 Second Amendment to Credit Agreement (Secured Revolving and Term Credit Facility) dated October 7, 2013 among Empire State Realty OP, L.P., ESRT Empire State Building, L.L.C., Empire State Realty Trust, Inc., the subsidiaries of Empire State Realty OP, L.P. from time to time party thereto, Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman Sachs Bank USA and the other lenders party thereto. 99.1 Press Release dated May 19, 2014 2



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Source: Edgar Glimpses


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