rrd352238_399127.html
LIMITED POWER OF ATTORNEY
FOR SEC FILINGS ON FORMS ID, 3, 4, 5 AND 144
IN RESPECT OF SECURITIES OF
EMPIRE STATE REALTY TRUST, INC. AND
EMPIRE STATE REALTY OP, L.P.
The undersigned hereby constitutes and appoints each of Thomas N. Keltner, Jr.,
Larry P. Medvinsky and Jason Myers, or any one of them acting alone, as the
undersigned's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, to sign and file any document listed in items
(i) through (vi) below, for the undersigned in the undersigned's name and stead
in any and all capacities, in respect of any acquisition, disposition or other
change in beneficial ownership of any shares of Class A common stock, $0.01 par
value per share or shares of Class B common stock, $0.01 par value per share of
Empire State Realty Trust, Inc. (the "Company") or operating partnership units
or LTIP units of Empire State Realty OP, L.P. (the "Operating Partnership"):
(i) any Form ID to be filed with the U.S. Securities and Exchange
Commission (the "SEC");
(ii) any Initial Statement of Beneficial Ownership of Securities on
Form 3 to be filed with the SEC;
(iii) any Statement of Changes of Beneficial Ownership of Securities
on Form 4 to be filed with the SEC;
(iv) any Annual Statement of Beneficial Ownership of Securities on
Form 5 to be filed with the SEC;
(v) any Notice of Proposed Sale of Securities on Form 144 to be
filed with the SEC; and
(vi) any certificate, receipt, or other ministerial document in
connection therewith.
The undersigned hereby gives full power and authority to the attorney-in-fact,
as the undersigned's representative and on the undersigned's behalf, to seek and
obtain information on transactions in the Company's or the Operating
Partnership's securities from any third party, including brokers, employee
benefit plan administrators and trustees, and the undersigned hereby authorizes
any such person to release such information to the undersigned and approves and
ratifies any such release of information.
The undersigned hereby grants unto such attorney-in-fact and agent full power
and authority to do and perform each and every act and thing requisite and
necessary in connection with such matters and hereby ratifies and confirms all
that any such attorney-in-fact and agent or substitute may do or cause to be
done by virtue hereof.
The undersigned acknowledges that:
(i) none of the Company, the Operating Partnership or such
attorney-in-fact assumes (i) any liability for the undersigned's
responsibility to comply with the requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), (ii) any
liability of the undersigned for any failure to comply with such
requirements or (iii) any obligation or liability of the
undersigned for profit disgorgement under Section 16(b) of the
Exchange Act; and
(ii) this Limited Power of Attorney does not relieve the undersigned
from responsibility for compliance with the undersigned's
obligations under the Exchange Act, including without limitation
the reporting requirements under Section 16 of the Exchange Act.
This Limited Power of Attorney shall remain in full force and effect until
revoked by the undersigned in a signed writing delivered to such
attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has executed this Limited Power of Attorney.
Date: August 22, 2013 /s/ Thomas J. DeRosa
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