AGREEMENT TO AMEND COMMITMENT LETTER

▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ &

▇▇▇▇▇ INCORPORATED

The Facilities (as defined below under the heading “Facilities”) will be guaranteed by (i) Empire State Realty Trust, Inc. (“Parent”) and (ii) all existing and future direct and indirect material subsidiaries of ESR OP (other than Borrowers and Excluded Subsidiaries (as defined below)), including without limitation each of the direct and indirect subsidiaries of ESR OP (other than Borrowers) that own all or a portion of one or more Borrowing Base Properties (collectively, the “Subsidiary Guarantors” and, together with Parent, collectively the “Guarantors”). The guaranty of a Subsidiary Guarantor and the related lien on the equity interest of such Subsidiary Guarantor will be subject to release in accordance with the release provisions described herein.

Any such subsidiary of ESR OP that does not own, directly or indirectly, all or any portion of a Borrowing Base Property (i) that has Indebtedness (as defined in Addendum II) that (x) is owed to non-affiliates, (y) is either unsecured Indebtedness recourse for which is limited to the subsidiary that incurred same or is Secured Indebtedness (as defined in Addendum II) and (z) by its terms does not permit such subsidiary to become a Guarantor and/or (ii) in which ESR OP and/or its wholly-owned subsidiaries directly, indirectly or beneficially own more than 50% but less than 90% of the equity interests of such subsidiary having ordinary voting power for the election of directors or members of any other governing body of such subsidiary (each subsidiary described in the foregoing clause (i) or (ii), an “Excluded Subsidiary”), will not be required to guarantee the Facilities so long as such subsidiary remains subject to such limitation.

For the avoidance of doubt, each entity that (i) pledges Collateral (defined below under the heading “Collateral”) or (ii) owns, directly or indirectly, all or any portion of a Borrowing Base Property, will be a Borrower or Guarantor.

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Revolving credit and term loan facilities (collectively, the “Facilities”) in the maximum aggregate original principal amount of $800 million (the “Facility Amount”). The revolving credit facility (the “Revolver”) will be comprised of a revolving credit facility in the maximum original principal amount of the difference between (a) $800 million and (b) the original balance under the Term Loan (as defined below). The term loan facility will be comprised of a term loan in an amount to be agreed (the “Term Loan”) that will be fully funded in a single draw upon closing of the Facilities. No portion of the Term Loan may be reborrowed once repaid or prepaid. Subject to the terms and conditions outlined herein, Borrowers may reborrow under the Revolver following a repayment or prepayment of loans thereunder.

The definitive documentation for the Facilities will allow the Revolver and/or Term Loan to be increased on or after closing such that the maximum aggregate principal amount of the Facilities does not exceed $1.25 billion in aggregate after giving effect to such increase, upon Borrowers’ request and the satisfaction of the following conditions: (i) the absence of default, (ii) the provision of sufficient additional commitments by Lenders for such increased amounts, and (iii) other usual and customary conditions precedent for “accordion” facilities of the type contemplated to be included in the definitive documentation for the Facilities (the “Accordion Feature”). The Accordion Feature may be provided by any existing Lender or new Lender; however, no Lender shall be required to assume any increase.

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The Revolver Maturity Date may be extended for one, 12-month period, subject to the following:

•   Borrowers have given the Administrative Agent written notice of its desire to exercise the extension option at least thirty (30) days, but no more than ninety (90) days, prior to the initial Revolver Maturity Date;

•   No default or event of default has occurred or is continuing at the time of such notice and on the extension date;

•   All representations and warranties are true and accurate in all material respects at the time of such notice and on the extension date; and

•   Payment of the Extension Fee referred to in Addendum I

Up to $100 million of the Revolver will be available for the issuance of standby letters of credit (“Letters of Credit”), with Bank of America being the issuing bank (the “Fronting Bank”). Any Letters of Credit issued under this sub-limit shall be deemed usage of the Revolver on a dollar-for-dollar basis for the purpose of calculating Availability (as defined in Addendum II). Each Lender under the Revolver (each, a “Revolving Lender”) will purchase a risk participation interest in such letter of credit equal to such Lender’s pro rata portion of the Revolver.

Letters of Credit may expire up to 1 year beyond the Maturity Date as long as Borrowers cash collateralize each Letter of Credit (and related obligations) that has an expiration date beyond the Maturity Date at least 30 days prior to the Revolving Maturity Date.

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Competitive

Bid Option:

The Facilities will be secured by a first priority Lien in (a) all equity interests owned by each Borrower and each Subsidiary Guarantor in each of their respective direct and indirect subsidiaries other than any Excluded Pledge Subsidiary (as defined below) (collectively, the “Equity Pledge”), (b) all distributions and other rights to receive income, gain, profit or other items allocated to each Loan Party that is a pledgor, together with a customary assignment of the pledgor’s voting and control rights (effective only upon the occurrence and during the continuance of an Event of Default), and (c) all proceeds of the foregoing (collectively, the “Collateral”).

For purposes hereof, “Excluded Pledge Subsidiary” means any subsidiary of ESR OP (i) that does not own, directly or indirectly, all or any portion of a Borrowing Base Property and (ii) that has Indebtedness (as defined in Addendum II) that (x) is owed to non-affiliates, (y) is either

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unsecured Indebtedness recourse for which is limited to the subsidiary that incurred same or is Secured Indebtedness (as defined in Addendum II) and (z) by its terms does not permit the equity interests in such subsidiary to be pledged (provided, that if the terms of such Indebtedness permits 20% or more of the equity interests in such subsidiary to be pledged, such portion of the equity interests in such subsidiary that are permitted to be pledged shall be pledged as collateral for the obligations under the Facilities).

None of the Collateral shall be subject to (i) any other Lien (other than certain permitted liens to be specified in the definitive documentation for the Facilities) or (ii) any negative pledge or other encumbrance that prohibits the granting of a Lien on same to secure the Facilities.

Borrowers will be permitted to obtain a release of the Collateral, and a release of the Subsidiary Guarantors from their obligations as guarantors of the Facilities, subject to satisfaction of the following conditions precedent at the time any such release is requested and consummated:

•   Parent and/or ESR OP receive(s) Debt Ratings (as defined below in Addendum I under the heading “Pricing Grids”) from at least two of ▇▇▇▇▇’▇, S&P and Fitch, and such Debt Ratings are Baa3 or better (in the case of a rating by ▇▇▇▇▇’▇) or BBB- or better (in the case of a rating by S&P or Fitch),

•   no default or event of default under the Facilities, and

•   the accuracy of all representations and warranties made by any Loan Party under the Facilities;

provided, however that the definitive documentation for the Facilities will include provision for reinstatement of (x) first priority, perfected Liens on the Collateral granted by a released Subsidiary Guarantor and (y) the guaranty of such released Subsidiary Guarantor, in each case if at any time following the release thereof such Subsidiary Guarantor provides a guaranty of, or otherwise incurs, any Indebtedness that is not Secured Indebtedness (including, without limitation and for the avoidance of doubt, non-Secured Indebtedness that is incurred under or in connection with notes or bonds issued in Rule 144A transactions).

In addition, Borrowers will be permitted to obtain a release of (i) a Subsidiary Guarantor that becomes an Excluded Subsidiary from its obligations as a guarantor of the Facilities, and any lien on the equity interests of such Excluded Subsidiary and (ii) any lien on the equity interests of any subsidiary of ESR OP that becomes an Excluded Pledge Subsidiary, upon satisfaction of the following conditions precedent at the time any such release is requested and consummated:

•   no default or event of default under the Facilities, and

•   the accuracy of all representations and warranties made by any Loan Party under the Facilities;

provided, however that the definitive documentation for the Facilities will

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The Mortgageability Amount will be determined on a quarterly basis.

For purposes hereof:

“Mortgageability Amount” means the maximum amount of principal which can be supported by the aggregate Mortgageability Cash Flow from all the Borrowing Base Properties based on a minimum debt service coverage of 1.50x, and assuming a 30-year amortization and an interest rate which is the greater of (x) the 10-Year Treasury Rate + 2.50% and (y) 6.50%.

“Mortgageability Cash Flow” means at any time and with respect to any Borrowing Base Property, the Borrowing Base NOI from such Borrowing Base Property, minus the Annual Capital Expenditure Adjustment (as defined in Addendum II) allocable to such Borrowing Base Property (except that until the Empire Reserve is fully used, the Annual Capital Expenditure Adjustment shall not apply to the Empire State Building), minus an amount equal to the greater of (x) 2% of rents and (y) actual management fees paid in cash.

“Borrowing Base NOI” means, at any time with respect to any real property asset that is owned by any Person, or is subject to an Eligible Ground Lease under which such Person is the lessee, the portion of Net Operating Income (which for purposes of determining Borrowing Base NOI for any period will include addbacks for the following items to the extent same are allocable to such real property asset and are deducted from Net Operating Income derived from such real property asset for such period: (x) if such real property asset is not “self-managed” (i.e., not managed by a member of the Consolidated Group), management fees paid in cash and (y) if such real property asset is “self-managed” (i.e., managed by a member of the Consolidated Group), expenses incurred during such period in connection with the management of such real property asset that

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under a customary management agreement with a non-affiliated third party would be borne by such third party manager) derived from such real property asset for the then most recently ended fiscal quarter multiplied by four (or, in the case of the Observatory at the Empire State Building, for the then most recently ended period of four fiscal quarters). For the avoidance of doubt, the Net Operating Income with respect to a real property asset that is owned or leased by a Person for less than one fiscal quarter will be included in calculating Borrowing Base NOI as if such property was owned or leased by such Person for the then most recently ended fiscal quarter.

“Borrowing Base Property” means a property that is designated as such by Borrowers and is an Eligible Property (as defined below under the heading “Borrowing Base Criteria”).

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Financial Covenants

and Selected

Other Provisions:

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The activities of Parent and its subsidiaries will be limited to acquiring and developing income producing real estate properties and investments incidental thereto, including the operation of the Observatory at the Empire State Building. In addition, the Parent and its subsidiaries will not be permitted to make the following types of investments to the extent any such investment will result in the Parent and its subsidiaries exceeding the limits set forth with respect to each of the following items:

1.      Unimproved land holdings in an aggregate amount not exceeding 5% of Total Asset Value

2.      Mortgages, mezzanine loans and notes receivable not exceeding 10% of Total Asset Value

3.      Construction in progress in an aggregate amount not exceeding 20% of Total Asset Value

4.      Unconsolidated Affiliates in an aggregate amount not exceeding 10% of Total Asset Value

Determinations of whether an investment in an asset is permitted will be made after giving effect to the subject investment. Investments pursuant to clauses 1 through 4 above in the aggregate will not exceed 25% of Total Asset Value.

The closing of the Facilities shall be conditioned upon satisfaction (or valid waiver) of the conditions precedent usual and customary for transactions of this type, including, without limitation (the date upon which all such conditions precedent to closing shall be satisfied, the “Closing Date”):

1.     The negotiation, execution and delivery of definitive documentation with respect to the Facilities consistent with this Summary of Terms and otherwise satisfactory to the Loan Parties, the Administrative Agent, Arrangers and the Lenders.

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2.     All filings, recordations and searches necessary or desirable in connection with the Liens referred to above under “Collateral” shall have been duly made. Without limiting the foregoing, the organizational documents of each entity whose equity interests are included in the Collateral will, in the reasonable opinion of the Administrative Agent, permit the Administrative Agent to realize on such Collateral upon and during the continuance of an event of default.

3.     The Administrative Agent shall be satisfied with the amount, types and terms and conditions of all insurance maintained by Parent and its subsidiaries; and the Administrative Agent shall have received endorsements naming the Administrative Agent, on behalf of the Lenders, as an additional insured under all insurance policies to be maintained with respect to the Borrowing Base Properties.

4.     The Lenders, the Administrative Agent and the Arrangers shall have received all fees required to be paid to them.

5.     The Lenders shall have received satisfactory legal opinions, financial statements, certificates, documents and other instruments as are customary or otherwise appropriate for transactions of this type.

6.     There shall not have occurred since the date of Parent’s most recent audited financial statements any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. “Material Adverse Effect” means (A) a material adverse change in, or a material adverse effect on, the operations, business, assets, properties, liabilities (actual or contingent), or financial condition of Parent and its subsidiaries, taken as a whole; (B) a material adverse effect on the rights and remedies of the Administrative Agent or any Lender under any definitive documentation for the Facilities, or of the ability of the Loan Parties taken as a whole to perform their obligations under any such documentation; and (C) a material adverse effect upon the legality, validity, binding effect or enforceability against any Loan Party of any such documentation to which it is a party.

7.     The absence of any action, suit, investigation or proceeding pending or, to the knowledge of any Loan Party, threatened in any court or before any arbitrator or governmental authority related to the Facilities or that could reasonably be expected to have a Material Adverse Effect.

8.     The Administrative Agent shall have received such other documents, instruments, agreements or information as reasonably requested by the Administrative Agent.

9.     Successful initial public offering by Parent, with minimum net proceeds of $600 million.

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Usual and customary for transactions of this type (subject to customary exceptions and qualifiers to be agreed), applicable to Parent and the Borrowers and their respective subsidiaries, including but not limited to the following:

Affirmative Covenants - (i) delivery of quarterly and annual financial statements; (ii) delivery of certificates and other information; (iii) delivery of notices (of any default, material adverse condition, ERISA event that could reasonably be expected to have a Material Adverse Effect, material change in accounting or financial reporting practices, material litigations and proceedings); (iv) payment of taxes and other obligations; (v) preservation of existence; (vi) maintenance of properties; (vii) maintenance of insurance; (viii) compliance with laws; (ix) maintenance of books and records; (x) inspection rights; (xi) use of proceeds; (xii) covenant to guarantee obligations and give security consistent with the terms contemplated hereby; (xiii) compliance with environmental laws; (xiv) ownership of the Borrowers, (xv) further assurances; (xvi) lien searches and periodic collateral updates; and (xvii) maintenance of REIT

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status and NYSE or NASDAQ listing of at least one class of stock of the Parent. The Borrowers may satisfy their obligation to deliver financial statements and other information by filing the same in electronic format with the SEC, by posting the same on Parent’s website or by other means of electronic delivery, as provided in and subject to the terms of the definitive documentation.

Negative Covenants - Restrictions on (i) liens; (ii) indebtedness, (including guarantees and other contingent obligations of other indebtedness) (with exceptions that will reflect (x) what is described above under paragraph 7 of the heading “Financial Covenants and Selected Other Provisions” and (y) incurrence of senior unsecured or subordinated Indebtedness on terms to be agreed, including notes or bonds issued in Rule 144A transactions, subject to pro forma compliance with the financial covenants described herein at the time of the incurrence thereof); (iii) investments (including loans and advances) (except as otherwise permitted under the heading “Permitted Investments” above); (iv) mergers and other fundamental changes; (v) sales and other dispositions of property or assets; (vi) payments of dividends and other distributions (except as otherwise permitted under “Financial Covenants and Selected Other Provisions– Maximum Dividend Payout Ratio” above); (vii) changes in the nature of business; (viii) transactions with affiliates; (ix) burdensome agreements; (x) use of proceeds; (xi) amendments of organizational documents; and (xii) changes in accounting policies or reporting practices; in each case with such exceptions as may be agreed upon in the definitive documentation for the Facilities.

The definitive documentation for the Facilities will provide that the Administrative Agent will, if requested by Borrowers, acquire by assignment a pre-existing mortgage debt secured by the Empire State Building. Such debt shall be incorporated into the Facilities as the Term Loan (with the terms of such debt being restated to conform to the terms of the Term Loan contemplated hereunder). The Term Loan will be secured by an amended and restated mortgage (the “Assigned Empire State Mortgage”) in favor of the Administrative Agent, for the benefit of the Lenders who provided the funds used by the Administrative Agent to acquire such pre-existing mortgage debt (the “Term Lenders”), but the definitive documentation for the Facilities will provide that all lenders under the Facilities will share on a pro rata basis all proceeds realized from a foreclosure of the Assigned Empire State Mortgage.

Similarly, the definitive documentation for the Facilities will provide that the Revolving Credit Lenders will, if requested by the Borrowers from time to time (but subject to the satisfaction by the Borrowers of the conditions precedent to borrowings under the Revolver), acquire by assignment pre-existing mortgage debt secured by real property located in New York (x) in connection with an acquisition by a Borrower of such real property or (y) to the extent such real property is already owned by a subsidiary of ESR OP that will become a Borrower. Such pre-existing mortgage debt will be (i) incorporated into the Facilities as a Revolving Loan (with the terms of such debt being restated to conform to the

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Revolving Loans contemplated hereunder) and (ii) secured by an amended and restated mortgage (an “Assigned Revolver Secured Mortgage”; and together with the Assigned Empire State Mortgage, each an “Assigned Mortgage” and collectively, the “Assigned Mortgages”) in favor of the Administrative Agent, for the benefit of the Revolving Lenders, although the definitive documentation for the Facilities will provide that all lenders under the Facilities will share on a pro rata basis all proceeds realized from a foreclosure of an Assigned Revolver Secured Mortgage.

Each real property subject to an Assigned Mortgage must at all times be a Borrowing Base Property (and if such real property at any time ceases to be a Borrowing Base Property, the Assigned Mortgage encumbering such real property will be terminated). In addition, an Assigned Mortgage may be released at any time at the request of the Borrowers, and the release of such Assigned Mortgage shall not be subject to the satisfaction of any conditions precedent. The Administrative Agent shall, at the Borrowers’ sole expense, enter into such documents and instruments as are required to effect any such release, in each case in form and substance acceptable to the Borrowers and the Administrative Agent.

The definitive documentation for the Facilities will provide that if an assignment of all or (subject to the terms hereof) a part of the Assigned Empire State Mortgage is requested in connection with a third party financing of a real property asset of a Borrower located in the State of New York (other than the Empire State Building or a Borrowing Base Property) (a “New Property”), then:

1.

The Administrative Agent will agree to split the Assigned Empire State Mortgage into (A) a mortgage in a principal amount designated by Borrowers (but in no event more than the then outstanding principal balance of the Term Loan) to be assigned in connection with such third party financing (the “Split Mortgage”) and (B) a mortgage equal to the remaining amount secured under the Assigned Empire State Mortgage (after giving effect to such split);

The Administrative Agent, on behalf of the Term Lenders, will agree, to split the note evidencing the Term Loan into (A) a term note that evidences the principal amount secured under the related Split Mortgage (the “Split Note”) and (B) a term note that evidences the remaining principal amount secured by the Assigned Empire State Mortgage (after giving effect to the related split thereof contemplated in clause 1 above));

The Administrative Agent will agree to “spread” the Lien of the Split Mortgage to cover the applicable New Property, and release the Lien of the Split Mortgage on the Empire State Building;

The Administrative Agent, on behalf of the Term Lenders, will agree to assign, without recourse, the Term Lenders’ interest in the Split Note to the lender that provides such third party financing at a price equal to 100% of the portion of the then outstanding principal balance of the Term Loan evidenced by the Split Note plus accrued interest thereon;

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Subject to satisfaction of those conditions required to be satisfied in connection with any extension of credit made after the Closing Date and execution and/or delivery of deliverables customarily required in connection with the extension of a new term loan, each Term Lender will agree that, upon receipt by such Term Lender of its portion of the payment of the purchase price payable in connection with the assignment of the Split Note as herein contemplated, such Term Lender will advance to Borrowers the principal amount so received by it in connection with such assignment as a new term loan on terms and conditions identical to those applicable to the Term Loan, except that the portion of the new term loan so advanced shall not be secured by the Assigned Empire State Mortgage.

The agreements of the Administrative Agent and Lenders contemplated above will be conditioned upon the preparation (at the Borrowers expense) of appropriate documentation that is in customary form and otherwise satisfactory to the Administrative Agent. Notwithstanding anything to the contrary contained herein, the Administrative Agent and the Lenders shall not be required to split the Assigned Empire State Mortgage or any term notes secured by the Assigned Empire State Mortgage more than three times.

The definitive documentation for the Facilities will also permit the Borrowers to effect assignments of Assigned Revolver Secured Mortgages in connection with third party financings of real property assets of the Borrowers located in the State of New York, on terms and subject to conditions substantially similar to those set forth above in respect of the Assigned Empire State Mortgage; provided, that the Administrative Agent and the Lenders will not be required to split the Assigned Revolver Secured Mortgages or any revolving notes secured by the Assigned Revolver Secured Mortgages more than five times.

Neither the Administrative Agent nor any of the Lenders will be responsible for any losses, costs or expenses incurred by the Parent or any of its affiliates in connection with the loss of any mortgage recording tax credits pertaining to any Assigned Mortgage, any Split Mortgage or any split Assigned Revolver Secured Mortgage. Further, without limitation of any other indemnification obligations of the Borrowers under the Facilities, the Borrowers will indemnify the Administrative Agent and the Lenders from any and all losses, costs and expenses they may incur as a result of any of the arrangements contemplated under this heading, including, without limitation, those resulting from (i) the failure to pay any mortgage recording taxes associated with an Assigned Mortgage, any Split Mortgage and/or any split Assigned Revolver Secured Mortgage and (ii) the splitting and/or spreading of an Assigned Mortgage, and any related splitting and/or assignment of term notes or revolver notes.

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Amendments and waivers of the provisions of the loan agreement and other definitive credit documentation will require the approval of Required Lenders except that subject to a customary “yank-a-bank” provision (a) the consent of each Lender shall be required with respect to, among other things, (i) the waiver of certain conditions precedent to the initial credit extension under the Facilities, (ii) the amendment of pro rata sharing provisions except as otherwise provided below, (iii) the amendment of the voting percentages of the Lenders, (iv) the release of all or substantially all of the value of the Collateral or all or substantially all of the value of the guaranties of Borrowers’ obligations made by the Guarantors (in each case except as contemplated above under the heading “Releases of Collateral and Subsidiary Guarantors”), and (b) the consent of each Lender affected thereby shall be required with respect to (i) increases or extensions in the commitment of such Lender, (ii) reductions of principal, interest or fees, and (iii) extensions of scheduled maturities or times for payment.

Notwithstanding the foregoing, modifications to provisions requiring pro rata payments, distributions or commitment reductions or sharing of payments in connection with “amend and extend” transactions shall only require approval of the Required Lenders, provided, that all approving Lenders shall be treated on a pro rata basis and shall otherwise be on customary terms.

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Borrowers will pay a fee (the “Facility Fee”), determined at any time in accordance with the Pricing Grid set forth below that is then applicable to loans outstanding under the Revolver, on the sum of each Lender’s Revolver commitment (regardless of usage and, if loans under the Revolver remain outstanding after the commitments therefor have terminated, on the outstanding amount of loans under the Revolver held by such Lender), multiplied by the applicable Facility Fee Rate.

The Facility Fee is payable quarterly in arrears, commencing on the first quarterly payment date to occur after the Closing Date.

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b.

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6.00% for New York City CBD office properties and the Empire State Building Observatory,

7.00% for other office properties, and

7.25% for all retail properties

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g)     all obligations to purchase, redeem, retire, defease or otherwise make any payment in respect of any equity interest (other than the payment solely in equity interests), valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference, plus accrued and unpaid dividends;

h)     all Guarantees in respect of any of the foregoing.

For all purposes hereof: (a) the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person (b) the amount of any net obligation under any swap contract on any date shall be deemed to be the swap termination value thereof as of such date and (c) the amount of any capital lease as of any date shall be deemed to be the amount of attributable indebtedness in respect thereof as of such date.

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Project

Roof Repairs & Replacement

87th to 105th Floor Waterproofing

Louver & Window Leak Repair

Elevator Modernization

Elevator Shaft Repair

Exterior Freight Hoist (Dismantling)

Electrical Riser Extension

Repairs Required by IVI Appraisal

Total