On March 19, 2020, Empire State Realty OP, L.P. (the Operating Partnership) and Empire State Realty Trust, Inc. entered into a senior unsecured term loan facility (the Wells Fargo Facility") with Wells Fargo Bank, National Association, as administrative agent, Wells Fargo Securities, LLC as sole book-runner, Wells Fargo Securities, LLC, Capital One, National Association, U.S. Bank National Association and SunTrust Robinson Humphrey, Inc. as Joint Lead Arrangers, Capital One, National Association, as syndication agent, U.S. Bank National Association and Truist Bank, as documentation agents, and the lenders party thereto. Amount. The Wells Fargo Facility is in the original principal amount of $175 million and was borrowed in full by the Operating Partnership at closing.

The Operating Partnership may request the Wells Fargo Facility be increased through one or more increases or the addition of new pari passu term loan tranches, for a maximum aggregate principal amount not to exceed $225 million. Guarantors. The Wells Fargo Facility matures on December 31, 2026.

The Operating Partnership may prepay loans under the Wells Fargo Facility at any time in whole or in part, subject to reimbursement of the lenders' breakage and redeployment costs in the case of prepayment of Eurodollar rate borrowings and, if the prepayment occurs on or before December 31, 2021, a prepayment fee. If the prepayment occurs on or prior to December 31, 2020, the prepayment fee is equal to 2.0% of the principal amount prepaid, and if the prepayment occurs after December 31, 2020 but on or prior to December 31, 2021, the prepayment fee is equal to 1.0% of the principal amount prepaid. Financial Covenants.

The Wells Fargo Facility includes the following financial covenants, subject to customary qualifications and cushions: (i) the ratio of total indebtedness to total asset value of the Company and its consolidated subsidiaries shall not exceed 60%, subject to certain exceptions pursuant to the Wells Fargo Facility, (ii) the ratio of total secured indebtedness to total asset value of the Company and its consolidated subsidiaries shall not exceed 40%, (iii) the ratio of adjusted EBITDA (as defined in the Wells Fargo Facility) 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%, subject to certain exceptions pursuant to the Wells Fargo Facility. Other Covenants. The Wells Fargo Facility contains customary covenants, including limitations on liens, investment, distributions, debt, fundamental changes, and transactions with affiliates, and will require certain customary financial reports.

Events of Default. The Wells Fargo Facility contains customary events of default (subject in certain cases to specified cure periods), including but not limited to non-payment, 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 (defined in the Wells Fargo Facility). The Wells Fargo Facility will be used for the working capital needs of the Operating Partnership and its subsidiaries and for other general corporate purposes.

Some of the lenders and their affiliates from time to time have provided in the past and may provide in the future investment banking, commercial lending and financial advisory services to the Operating Partnership, the Company and their affiliates in the ordinary course of business.