http://www.sec.gov/Archives/edgar/data/32776/000003277608000014/empiredef14a.htm


III. CERTAIN EFFECTS OF THE IMPROVEMENT AND FINANCING PROGRAM

A. Generally

Payment for the improvement program will be deductible in computing Overage Rent, whether by repayment of the New Mortgage through increased Basic Rent from Lessee, or by Lessee's direct payment for services and materials. Therefore, each of Associates and Lessee will ultimately bear one-half of the cost of the improvement program. Stated differently, the value of the Property and of Associates' interest in it will be enhanced, and Lessee will have contributed half the cost.

The Agents believe there is a good prospect that increases in rental income from tenants will offset and ultimately be greater than the increases in Lessee's expense for Basic Rent, thus moderating or avoiding any reduction of Overage Rent and distributions.