CONSENT AND OPERATING AGREEMENT FOR
00 XXXX 00XX XX. ASSOCIATES L.L.C.
Reference is made to 00 Xxxx 00xx Xx. Associates ("Associates"), a
partnership existing under a September 25, 1958 Agreement among Xxxxxxxx X.
Wien and others (the "Agreement").
It is the intent of the undersigned partners in Associates to convert
Associates to a limited liability company on the basis that, after such
conversion, Associates will as specified in the applicable New York statute
be the same entity with the same assets and that Associates' partners and
participants will have the same rights and duties, except that such partners
and participants will hereafter receive the benefit of the resulting insulat-
ion from liability to third parties.
To effect the matters herein, the undersigned partners in Associates
hereby irrevocably consent and agree (i) to convert Associates to a New York
limited liability company with the name "60 East 42nd St. Associates L.L.C.",
(ii) to continue at all times to have the same rights and obligations in
relation to the other members of such company as the undersigned would have
under applicable law as if such company were a partnership, (iii) to cause
Associates to continue to be treated as a partnership for income tax purposes,
(iv) to instruct and authorize Wien & Malkin LLP, as Associates' Supervisor,
to effect the conversion (including, without limitation, acting as agent for
Associates and its members in executing and filing any necessary certificate)
with such changes in the Agreement as may be deemed necessary by Wien & Malkin
LLP under New York law, so long as such changes do not substantively change
the rights and responsibilities among the parties to the Agreement or the
effect of such conversion as described herein, and (v) to adopt all terms of
the Agreement as Associates' limited liability company operating agreement
with only the following modifications:
1. Throughout the Agreement, "partnership" shall be amended to read "limited
liability company"; "partner" shall be amended to read "member"; and "60 East
42nd St. Associates" shall be amended to read "60 East 42nd St. Associates
L.L.C."
2. The following shall be added as a new last sentence of Paragraph 6 of the
Agreement:
"No member shall have the right to withdraw and receive cash for his or her
interest from the limited liability company prior to dissolution and liquidat-
ion of the company, but this provision shall not affect a member's right to
sell, assign, pledge, or otherwise dispose of such interest hereunder."
As amended hereunder, all terms of the Agreement are hereby confirmed and
remain fully in effect as Associate's limited liability company operating
agreement. By signing below, the undersigned irrevocably consent and become
a party to the Agreement as amended hereunder, which shall be binding on
the undersigned and their respective heirs, representatives, successors and
assigns.
The terms of Associates' participating agreements under which the undersigned
serve as agents for participants are hereby confirmed and remain fully in
effect without change. To confirm the foregoing, the undersigned have signed
below as of the date indicated.
Date: As of November 27, 2001
Xxxxx X. Xxxxxx Xxxxxxx X. Xxxxxx
Xxxxx X. Xxxxxx Xxxxxx X. Xxxxxxx, Xx.
Xxxx Xxxxxx Xxxx X. Xxxxxxx
Xxxx X. Xxxxxxx
9227
