On April 10, 2024, Empire State Realty Trust, Inc. (the ?Company?) and Empire State Realty OP, L.P. (the ?Operating Partnership?), the operating partnership subsidiary of the Company, entered into a Note Purchase Agreement with the purchasers named therein (the ?Purchase Agreement?) in connection with a private placement of the Operating Partnership?s green guaranteed senior unsecured notes (the ?Notes?). Under the Purchase Agreement, the Operating Partnership will issue and sell an aggregate $225 million of its Notes, consisting of (a) $155 million aggregate principal amount of 7.20% Series I Green Guaranteed Senior Notes due June 17, 2029, (b) $45 million aggregate principal amount of 7.32% Series J Green Guaranteed Senior Notes due June 17, 2031 and (c) $25 million aggregate principal amount of 7.41% Series K Green Guaranteed Senior Notes due June 17, 2034. The sale and purchase of the Notes is scheduled to be held on June 17, 2024, subject to customary closing conditions.

The issue price for the Notes is 100% of the aggregate principal amount thereof. Pursuant to the terms of the Purchase Agreement, the Operating Partnership may prepay all or a portion of the Notes upon notice to the holders at a price equal to 100% of the principal amount so prepaid plus a make-whole premium as set out in the Purchase Agreement. The obligations of the Operating Partnership under the Notes will be unconditionally guaranteed by each of the Company?s subsidiaries that guarantees or otherwise becomes liable at any time in respect of, indebtedness under any Material Credit Facility (as defined in the Purchase Agreement) of the Company or any of its subsidiaries.

The Purchase Agreement contains customary covenants, including limitations on liens, investment, distributions, incurrence of debt, fundamental changes, and transactions with affiliates, and will require certain customary financial reports. The Purchase Agreement also includes the following financial covenants, subject to customary qualifications (to be in effect as of the last day of each fiscal quarter): (i) the ratio of total indebtedness to total asset value of the Company and its consolidated subsidiaries will not exceed 60%, (ii) the ratio of total secured indebtedness to total asset value of the Company and its consolidated subsidiaries will not exceed 40%, (iii) the ratio of Adjusted EBITDA (as defined in the Purchase Agreement) to consolidated fixed charges will not be less than 1.50x, (iv) the ratio of aggregate net operating income with respect to all unencumbered eligible properties to the portion of interest expense attributable to unsecured indebtedness will not be less than 1.75x, and (v) the ratio of total unsecured indebtedness to unencumbered asset value will not exceed 60%. The Purchase Agreement contains customary events of default (subject in certain cases to specified cure periods), including but not limited to non-payment of principal and interest, breach of covenants, representations or warranties, cross defaults, bankruptcy or other insolvency events, judgments, ERISA events, the occurrence of certain change of control transactions and loss of real estate investment trust qualification.