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Empire State Building Company L.L.C.

Operating Agreement & Amendments

1. Partnership Agreement dated April 2, 1971

2. Consent and Operating Agreement dated December 17, 2001



PARTNERSHIP AGREEMENT

AGREEMENT made this 2nd day of April, 1971, between HARRY B. HELMSLEY, residing at 61 Ridgecrest Road, Briarcliff Manor, New York; LAWRENCE A. WIEN, residing at 785 Fifth Avenue, New York, New York; and MARTIN WEINER ASSOCIATES, a New York partnership, having its principal office at Krugman, Chapnick, Grimshaw & Dubow, 262 Main Street, Paterson, New Jersey.

W I T N E S S E T H :

WHEREAS, a joint venture known as Empire State Building Company was formed by agreement made August 15, 1961, as modified by agreement made August 2, 1969; and

WHEREAS, the parties hereto are the present members of said joint venture; and WHEREAS, said joint venture holds the Operating Sublease of the Empire State Building and the underlying land and operates said Building; and

WHEREAS, the parties desire to convert said joint venture to a partnership whereby the partnership will succeed the joint venture as the holder of said Operating Sublease and as the operator of said Building.

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties agree as follows:

1. The parties hereby form a partnership known as: “Empire State Building Company” for the purpose only of succeeding said joint venture as the holder of said Operating Sublease and as the operator of said Building.

2. The principal office of the partnership shall be maintained at 60 East 42nd Street, New York, New York, or at such other address as the parties may hereafter designate.



3. The partnership and its business shall continue and not be dissolved until the first of the following events occur: (a) the Operating Sublease shall have been disposed of pursuant to this agreement, (b) the Operating Sublease shall have been terminated or (c) a mutual agreement of the parties to terminate the partnership shall have been made. The partnership and its business shall not be interrupted by the bankruptcy, retirement, death, insanity or legal disability of any party, the assignment off any interest of any party hereunder or, except as herein provided, by the act of any party.

4. The parties shall own the following interests in the partnership:

Harry B. Helmsley

     -63  3 / 4% Lawrence A. Wien

     -23  3 / 4% Martin Weiner Associates.

     -12  1 / 2%           100% All profits and losses shall be shared by the parties in proportion to their respective interests.

5. All contributions of capital’ to the partnership hereafter required shall be made by the parties in proportion to their respective interests and ail returns and losses thereof shall be shared by the parties in the same proportions.

6. Helmsley-Spear, Inc., or its successors, of 60 East 42nd Street, New York, New York, shall be the managing agents of the Building for the partnership and shall be paid a management fee of Ninety Thousand Dollars ($90,000) a year, and shall also receive leasing commissions and renewal leasing commissions based upon the recommended rates of the Real Estate Board of New York, Inc., prevailing from time to time.

7. The firm of Wien, Lane & Malkin, Esqs., or its successors, of 60 East 42nd Street, New York, New York, shall maintain the books and records of the partnership, shall supervise the operation of this agreement, and shall be paid for its services a fee of Ninety Thousand Dollars ($90,000) a year.

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8. Lawrence A. Wien and Harry B. Helmsley, or survivor, and whether or not they or he are then parties hereunder, shall have full administrative and operational control of all matters connected with the business of the partnership other than those matters mentioned in paragraph 9 below, but including, without limitation, all matters connected with the operation, management, leasing, maintenance, repair and improvement of the Building. Helmsley-Spear, Inc., as managing agents of the Building, shall be subject to the control of said Lawrence A. Wien and Harry B. Helmsley, or survivor. All decisions of said Lawrence A. Wien and Harry B. Helmsley shall be made jointly. Their decisions and the decisions of the survivor shall be binding upon the partnership and said Helmsley-Spear, Inc. After the death of both Lawrence A. Wien and Harry B. Helmsley, all decisions relating to the aforesaid matters shall be subject to the approval of parties owning partnership interests aggregating at least Eighty (80%) Per Cent.

9. Notwithstanding anything contained in this agreement, the following, and only the following, which are deemed to be major decisions of policy and matters affecting the partnership beyond administrative and operational matters, shall be had and done only with the written approval of parties owning partnership interests aggregating at least Eighty (80%) Per Cent: (a) the modification, sale, assignment or mortgaging of the Operating Sublease; (b) the modification of any mortgage of the Operating Sublease; (c) the making or modification of any sub-sublease of the entire premises; (d) the termination, except for just cause, of the employment of either of the aforesaid firms; and (e) the changing of the compensation of either of such firms.

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If such approval is given, all parties agree to execute and deliver any instruments necessary to effectuate such action. Anything herein to the contrary notwithstanding, in the event of the death of Harry B. Helmsley or his retirement from active participation in the conduct of the business of Helmsley-Spear, Inc., or its successors, the termination of the employment of Helmsley-Spear, Inc. or its successors, as managing agent, shall require only the written approval of parties owning partnership interests aggregating at least Fifty One (51%) Per Cent.

10. Notwithstanding the fact that the parties have hereby formed a general partnership pursuant to and governed by the provisions of the Partnership Law of the State of New York, no action on any of the matters set forth in paragraph 9 above shall be binding upon the partnership or parties hereto not taking such action, without the written approval required under said paragraph 9.

11. No party shall assign, transfer, encumber or otherwise dispose of his partnership interest (except by a sale or pledge under the specific conditions provided below) without the prior written consent of all the remaining parties and any such purported transaction without such con sent shall be null and void.

A party may sell his partnership interest, provided that he shall first extend to the remaining parties a thirty day option in writing to purchase same at a stipulated price; provided, however, that (i) any individual party may assign his interest to a corporation of which he is the sole stockholder or to a charitable foundation which he or his family controls, (ii) any corporate party having a sole stockholder may assign its interest to a charitable foundation controlled by such stockholder or his family, (iii) any charitable foundation party controlled by an individual or his family may assign its interest to a corporation of which the individual is the sole stockholder, and (iv) any corporate party having a sole stockholder may assign its interest to its stockholder, and this option shall be deemed waived in each such instance.

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A party may pledge his partnership interest, provided that the pledgee shall not be entitled to become a member of the partnership unless the pledgee and pledgor shall first extend to the remaining parties a thirty day option in writing to purchase the pledged interest free of the pledge at a price equal to the balance of the loan secured by the pledge. The pledgor may give to pledgee an irrevocable power of attorney to extend such option on behalf of pledgor and to convey the interest, free of the pledge, and the parties hereto may rely on such power of attorney.

If all of the remaining parties exercise any of the aforesaid options, they shall each participate in the purchase in the same proportion as the partnership interest of each bears to the total partnership interests of the said remaining parties. If some of the remaining parties do not exercise the option, the parties exercising the option shall each have the further option within five days following said thirty day period to purchase the additional portions thus made available, first, in the same proportion as the partnership interest of each of such parties exercising the option bears to their total partnership interests, and second, to the extent that such additional portions are not fully purchased, the other party or parties exercising the further option shall have another five days within which to purchase all remaining portions.

If the selling or pledging party is Lawrence A. Wien or Harry E. Helmsley (or his solely owned corporation or his charitable foundation), then notwithstanding any of the above provisions of this paragraph 11 to the contrary, the other one of said two persons (or his solely owned corporation or his charitable foundation if same has replaced him as a party hereunder) shall have the prior right during the first ten days of said thirty day period to purchase the entire interest being offered.

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To the extent that any of the partnership interest offered pursuant to the options is not, purchased within the said thirty day and five day periods:

(a) in the case of a sale, the selling party may sell his interest or so much of same as remains to any individual, firm or corporation, provided that the sale is consummated within the next ensuing 90 days, and provided further that the selling price (or proportion of same equal to the proportion of the interest remaining) is not less than the amount stipulated in the option extended to the other parties, and

(b) in the case of a pledge, the pledgee shall have the right to be substituted as a member of the partnership as to the pledged interest or so much of same as remains.

The transfer or issuance of any stock of any corporate party, however accomplished, shall be deemed an assignment of the party’s partnership interest hereunder; with the exception, however, of any transfer resulting by reason of death, bankruptcy or legal disability, and with the further exception of any transfer between existing stockholders.

Any individual, firm or corporation to whom a selling party is permitted to sell his interest pursuant to the terms hereof, or to whom a pledging party shall have pledged his interest and who shall have the right to be substituted as a member of the partnership pursuant to the terms hereof, shall accept an assignment of the interest in writing and shall thereupon become a member of the partnership with the same rights and obligations as the withdrawing party.

All references in this paragraph 11 to a sale or pledge of a partnership interest shall be deemed to include a sale or pledge of all or part of the interest. All of the provisions of this paragraph 11 shall be subject to any restrictions now or hereafter contained in the Master Lease of the Building and underlying land, any mortgage thereon and/or the Operating Sublease.

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12. All parties agree to accept in place of any deceased party any individual of full age who or any firm which shall have been designated by such decedent to succeed him as a member of the partnership. The designation shall be made in the Last Will and Testament of the deceased party, or if not so made, the executor or administrator of the deceased party’s estate shall make such designation. The individual or firm so designated shall accept such designation in writing, and shall then be a member of the partnership with the same rights and liabilities as the deceased party.

In the event that any party dies and no successor for him is’ qualified within eight months thereafter, the surviving parties may purchase the interest of the deceased party within 90 days after the expiration of such eight months period, and the surviving parties shall share in such purchase in proportion to their respective partnership interests. The price shall be the book value of the deceased party’s share of the capital of the partnership on the date of death, but in no event shall, such price be less than One Hundred Dollars ($100).

13. The parties acknowledge that they have been advised that the Master Lease of the Building and underlying land, any mortgage thereon and the Operating Sublease may each contain restrictions against the sale, pledge or other disposition or encumbrance of any interest (or of any rights therein or thereunder) in this partnership or in any joint venture or corporation or in any other partnership owning the Operating Sublease, without the prior written consent of the Master Lessor, Mortgagee and/or Sublessor. The parties acknowledge that a breach thereof may cause a default under and termination of the Master Lease and the Operating Sublease, at the option of the respective landlords, and a default and acceleration of any such mortgage.

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Each party thereto represents that it has not caused or contributed to any breach of said restrictions and agrees that it will not do so, so long as it has an interest in this partnership or in any joint venture or corporation or in any other partnership owning the Operating Sublease. Each party agrees to indemnify all the other parties against all claims and damages resulting from any such breach on its part.

14. Each of the parties shall have the right to act on behalf of and to bind the partnership with respect to the acceptance of service of process, the acceptance of any or all notices that may be served or mailed to the Sublessee under the Operating Sublease as contemplated by the terms, covenants, agreements, provisions, conditions and limitations of said Sublease, and the performance of any and all matters having to do with arbitration as set forth in said Sublease.

15. During the remainder of the term of said Sublease, in each case and in each original and in each subsequent instance, neither said Sublease nor the interest of the partnership in said Sublease, nor any rentals in any lease or any sublease, shall be sold, assigned, transferred or in any other way disposed of, whether by operation of law or otherwise, nor shall the premises be further sublet as an entirety, without the prior written consent of the Master Lessor under the Master Lease and the Sublessor under the Operating Sublease.

16. It is acknowledged that each party has the legal power to dissolve the partnership in accordance with Section 62 of the New York Partnership Law (as presently in force), but the parties do hereby agree that they will not exercise such power Without unanimous written consent. If any party exercises such power in contravention of this agreement, he shall be personally liable for any damage sustained by the other parties, in accordance with Section 69 of the New York Partnership Law (as presently in force).

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17. Any dispute regarding this agreement or any asset of the partnership shall be determined by arbitration in the City of New York, in accordance with the rules of the American Arbitration Association then in effect, and such determination shall be binding upon all of the parties.

18. This agreement shall inure to the benefit of and be binding upon the heirs, legal representatives successors and assigns of the parties hereto.

IN WITNESS WHEREOF, the parties have hereunto set their hands the day and year first above written.

/s/ Harry B. HelmsleyHarry B. Helmsley/s/ Lawrence A. WienLawrence A. Wien
Martin Weiner AssociatesBy: /s/ Joan Konner Joan Konner, Partner
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CONSENT AND OPERATING AGREEMENT FOR

EMPIRE STATE BUILDING COMPANY L.L.C.

Reference is made to Empire State Building Company (“Company”), a partnership existing under an April 2, 1971 Agreement among Lawrence A. Wien and others (the “Agreement”).

To effect the matters herein, the undersigned partner in Company hereby irrevocably consents and agrees (i) to convert Company to a New York limited liability company with the name “Empire State Building Company 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 instruct and authorize Wien & Malkin LLP, as Company’s Supervisor, to effect the conversion (including, without limitation, acting as agent for Company 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, it being agreed that any such change in the Agreement and any related certificate filing shall not be effected unless and until the form thereof shall have been submitted in writing to all Company partners and no written objection from any partner shall have been received by Wien & Malkin LLP within five business days after such submission, and (iv) to adopt all terms of the Agreement as Company’s 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 “Empire State Building Company” shall be amended to read “Empire State Building Company L.L.C.”

2. The following shall be added as a new last sentence of paragraph 12 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 liquidation 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 Company’s limited liability company operating agreement. By signing below in counterpart copy, the undersigned irrevocably consents and becomes a party to the Agreement as amended hereunder, which shall be binding on the undersigned and his or her heirs, representatives, successors and assigns.

To confirm the foregoing, the undersigned has signed below as of the date indicated,

Date: December 13, 2001

Leona M. Helmsley/s/ Leona M. HelmsleySignature


CONSENT AND OPERATING AGREEMENT FOR

EMPIRE STATE BUILDING COMPANY L.L.C.

Reference is made to Empire State Building Company (“Company”), a partnership existing under an April 2, 1971 Agreement among Lawrence A. Wien and others (the “Agreement”).

To effect the matters herein, the undersigned partner in Company hereby irrevocably consents and agrees (i) to convert Company to a New York limited liability company with the name “Empire State Building Company 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 instruct and authorize Wien & Malkin LLP, as Company’s Supervisor, to effect the conversion (including, without limitation, acting as agent for Company 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, it being agreed that any such change in the Agreement and any related certificate filing shall not be effected unless and until the form thereof shall have been submitted in writing to all Company partners and no written objection from any partner shall have been received by Wien & Malkin LLP within five business days after such submission, and (iv) to adopt all terms of the Agreement as Company’s 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 “Empire State Building Company” shall be amended to read “Empire State Building Company L.L.C.”

2. The following shall be added as a new last sentence of paragraph 12 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 liquidation 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 Company’s limited liability company operating agreement. By signing below in counterpart copy, the undersigned irrevocably consents and becomes a party to the Agreement as amended hereunder, which shall be binding on the undersigned and his or her heirs, representatives, successors and assigns.

To confirm the foregoing, the undersigned has signed below as of the date indicated.

Date: October 3, 2001

Peter L. Malkin Joint Venture

In Empire State Building Company 
Dated 4/2/71

By: /s/ General Partner


CONSENT AND OPERATING AGREEMENT FOR

EMPIRE STATE BUILDING COMPANY L.L.C.

Reference is made to Empire State Building Company (“Company”), a partnership existing under an April 2, 1971 Agreement among Lawrence A. Wien and others (the “Agreement”).

To effect the matters herein, the undersigned partner in Company hereby irrevocably consents and agrees (i) to convert Company to a New York limited liability company with the name “Empire State Building Company 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 instruct and authorize Wien & Malkin LLP, as Company’s Supervisor, to effect the conversion (including, without limitation, acting as agent for Company 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, it being agreed that any such change in the Agreement and any related certificate filing shall not be effected unless and until the form thereof shall have been submitted in writing to all Company partners and no written objection from any partner shall have been received by Wien & Malkin LLP within five business days after such submission, and (iv) to adopt all terms of the Agreement as Company’s 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 “Empire State Building Company” shall be amended to read “Empire State Building Company L.L.C.”

2. The following shall be added as a new last sentence of paragraph 12 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 liquidation 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 Company’s limited liability company operating agreement. By signing below in counterpart copy, the undersigned irrevocably consents and becomes a party to the Agreement as amended hereunder, which shall be binding on the undersigned and his or her heirs, representatives, successors and assigns.

To confirm the foregoing, the undersigned has signed below as of the date indicated.

Date: October 3, 2001

Peter L. Malkin Joint Venture

In Empire State Building Company 
Dated 7/2/71

By: /s/ General Partner


CONSENT AND OPERATING AGREEMENT FOR

EMPIRE STATE BUILDING COMPANY L.L.C.

Reference is made to Empire State Building Company (“Company”), a partnership existing under an April 2, 1971 Agreement among Lawrence A. Wien and others (the “Agreement”).

To effect the matters herein, the undersigned partner in Company hereby irrevocably consents and agrees (i) to convert Company to a New York limited liability company with the name “Empire State Building Company 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 instruct and authorize Wien & Malkin LLP, as Company’s Supervisor, to effect the conversion (including, without limitation, acting as agent for Company 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, it being agreed that any such change in the Agreement and any related certificate filing shall not be effected unless and until the form thereof shall have been submitted in writing to all Company partners and no written objection from any partner shall have been received by Wien & Malkin LLP within five business days after such submission, and (iv) to adopt all terms of the Agreement as Company’s 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 “Empire State Building Company” shall be amended to read “Empire State Building Company L.L.C.”

2. The following shall be added as a new last sentence of paragraph 12 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 liquidation 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 Company’s limited liability company operating agreement. By signing below in counterpart copy, the undersigned irrevocably consents and becomes a party to the Agreement as amended hereunder, which shall be binding on the undersigned and his or her heirs, representatives, successors and assigns.

To confirm the foregoing, the undersigned has signed below as of the date indicated.

Date: October 3, 2001

1273 Realty CompanyBy: /s/ General Partner


CONSENT AND OPERATING AGREEMENT FOR

EMPIRE STATE BUILDING COMPANY L.L.C.

Reference is made to Empire State Building Company (“Company”), a partnership existing under an April 2, 1971 Agreement among Lawrence A. Wien and others (the “Agreement”).

To effect the matters herein, the undersigned partner in Company hereby irrevocably consents and agrees (i) to convert Company to a New York limited liability company with the name “Empire State Building Company 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 instruct and authorize Wien & Malkin LLP, as Company’s Supervisor, to effect the conversion (including, without limitation, acting as agent for Company 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, it being agreed that any such change in the Agreement and any related certificate filing shall not be effected unless and until the form thereof shall have been submitted in writing to all Company partners and no written objection from any partner shall have been received by Wien & Malkin LLP within five business days after such submission, and (iv) to adopt all terms of the Agreement as Company’s 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 “Empire State Building Company” shall be amended to read “Empire State Building Company L.L.C.”

2. The following shall be added as a new last sentence of paragraph 12 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 liquidation 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 Company’s limited liability company operating agreement. By signing below in counterpart copy, the undersigned irrevocably consents and becomes a party to the Agreement as amended hereunder, which shall be binding on the undersigned and his or her heirs, representatives, successors and assigns.

To confirm the foregoing, the undersigned has signed below as of the date indicated,

Date: November 5, 2001

Joan Konner/s/ Joan KonnerSignature


CONSENT AND OPERATING AGREEMENT FOR

EMPIRE STATE BUILDING COMPANY L.L.C.

Reference is made to Empire State Building Company (“Company”)/ a partnership existing under an April 2, 1971 Agreement among Lawrence A. Wien and others (the “Agreement”).

To effect the matters herein, the undersigned partner in Company hereby irrevocably consents and agrees (i) to convert Company to a New York limited liability company with the name “Empire State Building Company 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 instruct and authorize Wien & Malkin LLP, as Company’s Supervisor, to effect the conversion (including, without limitation, acting as agent for Company 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, it being agreed that any such change in the Agreement and any related certificate filing shall not be effected unless and until the form thereof shall have been submitted in writing to all Company partners and no written objection from any partner shall have been received by Wien & Malkin LLP within five business days after such submission, and (iv) to adopt all terms of the Agreement as Company’s 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 “Empire State Building Company” shall be amended to read “Empire State Building Company L.L.C.”

2. The following shall be added as a new last sentence of paragraph 12 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 liquidation 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 Company’s limited liability company operating agreement. By signing below in counterpart copy, the undersigned irrevocably consents and becomes a party to the Agreement as amended hereunder, which shall be binding on the undersigned and his or her heirs, representatives, successors and assigns.

To confirm the foregoing, the undersigned has signed below as of the date indicated.

Date: October 2, 2001

Bluestein Family Partnership L.P.By: /s/ General Partner


CONSENT AND OPERATING AGREEMENT FOR

EMPIRE STATE BUILDING COMPANY L.L.C.

Reference is made to Empire State Building Company (“Company”), a partnership existing under an April 2, 1971 Agreement among Lawrence A. Wien and others (the “Agreement”).

To effect the matters herein, the undersigned partner in Company hereby irrevocably consents and agrees (i) to convert Company to a New York limited liability company with the name “Empire State Building Company 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 instruct and authorize Wien & Malkin LLP, as Company’s Supervisor, to effect the conversion (including, without limitation, acting as agent for Company 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, it being agreed that any such change in the Agreement and any related certificate filing shall not be effected unless and until the form thereof shall have been submitted in writing to all Company partners and no written objection from any partner shall have been received by Wien & Malkin LLP within five business days after such submission, and (iv) to adopt all terms of the Agreement as Company’s 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 “Empire State Building Company” shall be amended to read “Empire State Building Company L.L.C.”

2. The following shall be added as a new last sentence of paragraph 12 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 liquidation 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 Company’s limited liability company operating agreement. By signing below in counterpart copy, the undersigned irrevocably consents and becomes a party to the Agreement as amended hereunder, which shall be binding on the undersigned and his or her heirs, representatives, successors and assigns.

To confirm the foregoing, the undersigned has signed below as of the date indicated.

Date: November 5, 2001

M & T Weiner FoundationBy: /s/ Joan Konner An Officer of the Corporation President Title


CONSENT AND OPERATING AGREEMENT FOR

EMPIRE STATE BUILDING COMPANY L.L.C.

Reference is made to Empire State Building Company (“Company”), a partnership existing under an April 2, 1971 Agreement among Lawrence A. Wien and others (the “Agreement”).

To effect the matters herein, the undersigned partner in Company hereby irrevocably consents and agrees (i) to convert Company to a New York limited liability company with the name “Empire State Building Company 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 instruct and authorize Wien & Malkin LLP, as Company’s Supervisor, to effect the conversion (including, without limitation, acting as agent for Company 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, it being agreed that any such change in the Agreement and any related certificate filing shall not be effected unless and until the form thereof shall have been submitted in writing to all Company partners and no written objection from any partner shall have been received by Wien & Malkin LLP within five business days after such submission, and (iv) to adopt all terms of the Agreement as Company’s 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 “Empire State Building Company” shall be amended to read “Empire State Building Company L.L.C.”

2. The following shall be added as a new last sentence of paragraph 12 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 liquidation 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 Company’s limited liability company operating agreement. By signing below in counterpart copy, the undersigned irrevocably consents and becomes a party to the Agreement as amended hereunder, which shall be binding on the undersigned and his or her heirs, representatives, successors and assigns.

To confirm the foregoing, the undersigned has signed below as of the date indicated.

Date: 4/3, 2001

Bluestein Family Foundation Inc./s/Signature