Debt

Mortgage notes payable are collateralized by the following respective real estate properties and assignment of operating leases at September 30, 2013 and December 31, 2012:



	Principal Balance as of September 30, 2013		Principal Balance as of December 31, 2012		Stated Rate		Effective Rate⁽¹⁾		Maturity Date⁽²⁾
Mortgage debt collateralized by:
Fixed rate debt
501 Seventh Avenue
(Note 1)	$	1,047	$	1,075	5.75	%	6.44	%	2/1/2014
(Note 2)⁽³⁾	31,749		32,589		5.75	%	6.44	%	2/1/2014
(Note 2)⁽³⁾	6,945		7,107		6.04	%	6.72	%	2/1/2014
1359 Broadway
(first lien mortgage loan)	9,666		9,922		5.75	%	6.19	%	8/1/2014
(second lien mortgage loan)⁽⁴⁾	5,612		5,761		5.75	%	6.21	%	8/1/2014
(second lien mortgage loan)⁽⁴⁾	11,408		11,689		5.87	%	6.32	%	8/1/2014
(second lien mortgage loan)⁽⁴⁾	18,700		19,068		6.40	%	6.68	%	8/1/2014
One Grand Central Place
(first lien mortgage loan)	72,284		73,922		5.34	%	5.56	%	11/5/2014
(second lien mortgage loan)⁽⁵⁾	14,961		15,187		7.00	%	8.41	%	11/5/2014
500 Mamaroneck Avenue	32,739		33,256		5.41	%	6.73	%	1/1/2015
250 West 57th Street
(first lien mortgage loan)	25,830		26,442		5.33	%	6.68	%	1/5/2015
(second lien mortgage loan)	11,321		11,524		6.13	%	7.56	%	1/5/2015
Metro Center
(Note 1)⁽⁶⁾	58,816		59,937		5.80	%	5.93	%	1/1/2016
(Note 2)⁽⁶⁾	37,701		38,151		6.02	%	6.11	%	1/1/2016
10 Union Square	21,053		21,284		6.00	%	6.44	%	5/1/2017
10 Bank Street	33,541		33,963		5.72	%	5.90	%	6/1/2017
1542 Third Avenue	19,103		19,370		5.90	%	6.27	%	6/1/2017
First Stamford Place	246,441		248,716		5.65	%	5.86	%	7/5/2017
1010 Third Avenue and 77 West 55th Street	28,217		28,570		5.69	%	6.07	%	7/5/2017
383 Main Avenue	30,492		30,924		5.59	%	5.73	%	7/5/2017
69-97 Main Street ⁽⁷⁾	—		9,218		5.64	%	—		5/1/2013
Total fixed rate debt	717,626		737,675
Floating rate debt
501 Seventh Avenue (third lien mortgage loan)	6,540		6,540		⁽⁸⁾		⁽⁸⁾		2/1/2014
The Empire State Building (secured term loan)	300,000		219,000		⁽⁹⁾		⁽⁹⁾		7/26/2014
One Grand Central Place (third lien mortgage loan)	6,382		—		⁽¹⁰⁾		⁽¹⁰⁾		11/5/2014
250 West 57th Street (third lien mortgage loan)	21,000		14,935		⁽¹¹⁾		⁽¹¹⁾		1/5/2015
69-97 Main Street	9,500		—		⁽¹²⁾		⁽¹²⁾		4/29/2015
Total floating rate debt	343,422		240,475
Total Mortgage Notes Payable	$	1,061,048	$	978,150

Empire State Realty Trust, Inc. Predecessor

Notes to Condensed Combined Financial Statements

(amounts in thousands)

(unaudited)

______________


(1)	The effective rate is the yield as of September 30, 2013, including the effects of debt issuance costs. There are no discounts or premiums on the notes.


(2)	Pre-payment is generally allowed for each loan upon payment of a customary pre-payment penalty.


(3)	Represents the two tranches of the second lien mortgage loan.


(4)	Represents three tranches of the second lien mortgage loan.


(5)	Represents a second lien mortgage loan.


(6)	Notes 1 and 2 are pari passu.


(7)	This loan was paid off with the proceeds of a new $9,500 floating rate loan which we closed on during April 2013.


(8)	Floating at 30 day LIBOR plus 2.0%. The rate as of September 30, 2013 was 2.18%.


(9)	Floating at 30 day LIBOR plus 2.5%. The rate as of September 30, 2013 was 2.68%. This loan was paid off with the proceeds of our secured revolving and term credit facility on October 7, 2013.


(10)	Interest at the greater of (i) Prime plus 0.50% and (ii) 3.75%. The rate as of September 30, 2013 was 3.75%.

(11)

Interest is paid based on a floating rate that is greater of (i) 4.25% and (ii) prime plus 1%. Prior to January 5, 2015, we have the option to fix the interest rate on all or any portion of the principal then outstanding, up to three times and in minimum increments of $5,000 to an annual rate equal to either (i) the greater of (a) 4.75% or (b) 300 basis points in excess of the weekly average yield on United States Treasury Securities adjusted to a maturity closest to January 5, 2015 as most recently made available by the Federal Reserve Board as of two days prior to the effective date of the fixing of the interest rate, and (ii) the greater of (a) 5.00% or (b) 300 basis points in excess of the weekly average yield on United States Treasury Securities adjusted to a maturity closest to January 5, 2015 as most recently made available by the Federal Reserve Board as of 30 days prior to the effective date of the fixing of the interest rate. If option (i) is selected, we will be subject to the payment of pre‑payment fees, and if option (ii) is selected, we may prepay the loan without any pre‑payment fees. The rate as of September 30, 2013 was 4.25%.


(12)	Floating at 30 day LIBOR plus 1.40% or Prime plus 0.50%. The rate as of September 30, 2013 was 1.58%.

Contractual Principal Payments

Contractual aggregate required principal payments on mortgage notes payable at September 30, 2013 are as follows:



2013 (October 1, 2013 – December 31, 2013)	$	3,725
2014	493,748		⁽¹⁾
2015	106,438
2016	97,716
2017	359,421
Thereafter	—		⁽¹⁾
Total principal maturities	$	1,061,048

______________

(1) 2014 includes $300.0 million which was paid off with the proceeds of our secured revolving and term credit facility on October 7, 2013. The maturity date of the new loan is October 7, 2018.

Unsecured Loan and Notes Payable

As of September 30, 2013, we held unsecured notes payable totaling $14,739 to trusts which benefit parties related to the Sponsors. The notes bear interest at a rate of 1.2% compounded annually and are due on November 14, 2020. This liability was distributed to certain owners of the predecessor and was not assumed by us.

On April 21, 2011, one of the combined entities (500 Mamaroneck, L.P.) entered into a promissory note agreement with the Sponsors, as agents for certain investors in 500 Mamaroneck, L.P. (“2011 Promissory Note”), under which such investors loaned $3,600 (including $1,174 from the Sponsors) to 500 Mamaroneck, L.P. Loans made pursuant to the 2011 Promissory Note earn interest at the rate of 10% per annum, payable quarterly, beginning July 1, 2011. The loans will mature on the earliest of (i) January 1, 2015, (ii) sale or transfer of title to the property, or (iii) satisfaction of the existing first mortgage loan on the property. Loans made under the 2011 Promissory Note may be repaid without penalty at any time in part or in full, along with all accrued interest. During October 2013, this loan was repaid with proceeds from the Offering.

Empire State Realty Trust, Inc. Predecessor

Notes to Condensed Combined Financial Statements

(amounts in thousands)

(unaudited)

During April 2013, we received a loan from an entity, which is controlled by Anthony E. Malkin and Peter L. Malkin, made to fund cash needs including the payment of leasing commissions and expenditures on tenant installations at First Stamford Place. The loan has a principal amount of $4,500, an outstanding balance of $3,750, and bears interest at 30-day LIBOR plus 2.5% (2.68% at September 30, 2013). During October 2013, this loan was repaid with proceeds from the Offering.

The mortgage note payable and unsecured loan and notes payable balances do not include accrued interest of $3,260 at September 30, 2013.