EMPIRE STATE REALTY OP, L.P. Registration Rights AgreementEmpire State Realty OP, L.P. • August 12th, 2014 • Real estate investment trusts • New York
Empire State Realty OP, L.P. (the “Operating Partnership”), proposes to issue and sell to you (the “Initial Purchaser”), its 2.625% Exchangeable Senior Notes due 2019 (the “Notes”), upon the terms set forth in the Purchase Agreement by and among the Operating Partnership, Empire State Realty Trust, Inc. (the “Company”) and the Initial Purchaser, dated August 6, 2014 (the “Purchase Agreement”), relating to the initial placement (the “Initial Placement”) of the Notes. In certain circumstances, upon an exchange of Notes at the option of the holder thereof, the Operating Partnership will be required to deliver cash, shares of common stock of the Company, par value $0.01 per share (the “Company Common Stock”) or a combination of cash and shares of Company Common Stock, at the election of the Operating Partnership. To induce the Initial Purchaser to enter into the Purchase Agreement and to satisfy its obligations thereunder, the holders of the Notes will have the benefit of this registration
2.625% Exchangeable Senior Notes due 2019Indenture • August 12th, 2014 • Empire State Realty OP, L.P. • Real estate investment trusts • New York
This INDENTURE dated as of August 12, 2014 is entered into by and among Empire State Realty OP, L.P., a Delaware limited partnership (hereinafter called the “Issuer”), Empire State Realty Trust, Inc., a Maryland corporation (hereinafter referred to as the “Company”), each having its principal office at One Grand Central Place, 60 East 42nd Street, New York, NY 10165, and Wilmington Trust, National Association, as Trustee hereunder.
