FISK Empire State Realty OP LP

On March 31, 2021, Empire State Realty OP, L.P. (the “ ”) its general partner, Empire State Realty Trust, Inc. (the “ ”) and certain subsidiaries of the Operating Partnership, as guarantors, entered into a Second Amendment to Credit Agreement (the “ ”) that will govern an amended senior unsecured credit facility (the “ ”) with Bank of America, N.A., as administrative agent, Wells Fargo Bank, National Association, Capital One, National Association and JPMorgan Chase Bank, N.A., as agents, and the lenders and the letter of credit issuers party thereto. The Amended Credit Agreement amends the amended and restated credit agreement dated as of August 29, 2017, as amended, by and among the Operating Partnership, the Company, Bank of America, N.A., as administrative agent, and the other parties named therein.

The Facility is in the initial maximum principal amount of up to $1.065 billion, which consists of a $850 million revolving credit facility and a $215 million term loan facility. The term loan facility was borrowed in full by the Operating Partnership in August 2017. The Operating Partnership may request the Facility be increased through one or more increases in the revolving credit facility or one or more increases in the term loan facility or the addition of new  term loan tranches, for a maximum aggregate principal amount not to exceed $1.5 billion. The Facility will be used for the working capital needs of the Operating Partnership and its subsidiaries and for other general corporate purposes.

Amounts outstanding under the amended revolving credit facility will bear interest at a floating rate equal to, at the Operating Partnership’s election, (x) the Eurodollar rate, plus a spread that will range from 1.30% to 1.70%, depending upon the Operating Partnership’s leverage ratio, or (y) a base rate, plus a spread that will range from 0.30% to 0.70%, depending upon the Operating Partnership’s leverage ratio. If the Operating Partnership achieves investment-grade ratings, subject to the terms of the Amended Credit Agreement, it may elect for the amounts outstanding under the revolving credit facility to bear interest at a floating rate equal to, at the Operating Partnership’s election, (x) the Eurodollar rate, plus a spread that will range from 0.775% to 1.450% depending upon the Operating Partnership’s credit rating, or (y) a base rate, plus a spread that will range from 0.00% to 0.450%, depending upon the Operating Partnership’s credit rating. The LIBOR replacement provisions in the Amended Credit Agreement provide for the use of rates based on the secured overnight financing rate (“ ”) administered by the Federal Reserve Bank of New York. The Amended Credit Agreement also includes a sustainability component whereby the revolving credit facility pricing can improve upon the Operating Partnership’s achievement of certain sustainability ratings.

The revolving credit facility matures on March 31, 2025, and may be extended by two periods at the option of the Operating Partnership, subject to the conditions provided in the Amended Credit Agreement. The term loan facility matures on March 19, 2025. The Operating Partnership may prepay loans under the Facility at any time, subject to reimbursement of the lenders’ breakage and redeployment costs in the case of prepayment of Eurodollar Rate borrowings.

The Amended Credit Agreement contains customary financial and operating covenants, including covenants relating to limitations on liens, investment, distributions, debt, fundamental changes, and transactions with affiliates, and requires certain customary financial reports. The Amended Credit Agreement also contains customary events of default (subject in certain cases to specified cure periods), including but not limited to breach of covenants, representations or warranties, cross defaults, bankruptcy or other insolvency events, judgments, ERISA events, invalidity of loan documents, loss of real estate investment trust qualification, and occurrence of a change of control (as defined in the Amended Credit Agreement). If an event of default occurs and is continuing under the Amended Credit Agreement, the entire outstanding balance may become immediately due and payable.

The disclosure set forth above with respect to the Amended Credit Agreement under Item 1.01 of this Current Report on is hereby incorporated into this Item 2.03 by reference.