SC 14D9

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

Schedule 14D-9

SOLICITATION/RECOMMENDATION STATEMENT UNDER
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934

60 EAST 42ND ST. ASSOCIATES L.L.C.
(Name of Subject Company)

60 EAST 42ND ST. ASSOCIATES L.L.C.
(Name of Person(s) Filing Statement)

Participation Units of LLC Member Interests

(Title of Class of Securities)

829907104

(CUSIP Number of Class of Securities)

Thomas N. Keltner, Jr.

Wien & Malkin LLC

60 East 42nd Street

New York, New York 10165

(212) 850-2600

(Name, Address and Telephone Number of Person Authorized to Receive Notice and

Communications on Behalf of the Person(s) Filing Statement)

With copies to:

Michael A. Schwartz, Esq.
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, New York 10019
(212) 728-8000

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

TABLE OF CONTENTS

Page
Item 1.	Subject Company Information	1
Item 2.	Identity and Background of Filing Person	1
Item 3.	Past Contacts, Transactions, Negotiations and Agreements	2
Item 4.	The Solicitation or Recommendation	4
Item 5.	Persons/Assests Retained, Employed , Compensated or Used	7
Item 6.	Interest in Securities of the Subject Company	7
Item 7.	Purposes of the Transaction and Plans or Proposals	7
Item 8.	Additional Information to be Furnished	8
Item 9	Exhibits	8

Item 1.Subject Company Information.

(a) The name of the subject company is 60 East 42nd St. Associates L.L.C., a New York limited liability company ("Associates"). The address and telephone number of Associates' principal offices are 60 East 42nd Street, New York, New York 10165 and (212) 687-8700.

(b) The title of the class of equity securities to which this Solicitation/Recommendation Statement on Schedule 14D-9 (this "Schedule 14D-9") relates is Associates' Participation Units of LLC member interests each in the original face amount of $10,000 (the "Units"). As of the date of this Schedule 14D-9, there are 700 Units outstanding.

Item 2.Identity and Background of Filing Person.

(a) Name and Address of the Person Filing this Statement

The filing person's name, business address and business telephone number are set forth in Item 1(a) above.

(b) Offer to Purchase by the Offerors

This Schedule 14D-9 relates to the offer (the "Offer") by MPF-NY 2006, LLC, MPF Badger Acquisition Co., LLC, Moraga Gold, LLC, MPF Senior Note Program I, LP, MPF ePlanning Opportunity Fund, LP, MPF Blue Ridge Fund II, LLC, MPF DeWaay Fund 3, LLC, MPF Value Fund 7, LLC, MPF DeWaay Premier 3, LLC, Sutter Opportunity Fund 4, LLC, MPF Income Fund 22, LLC, MPF Special Fund 8, LLC, MPF Blue Ridge Fund I, LLC, MacKenzie Patterson Special Fund 6, LLC, MacKenzie Patterson Special Fund 6-A, LLC, MPF DeWaay Fund 5, LLC, MPF Special Fund 9, LLC, MPF Flagship Fund 9, LLC, MPF Flagship Fund 11, LLC, MPF DeWaay Premier Fund, LLC, MPF DeWaay Premier Fund 2, LLC and MacKenzie Patterson Fuller, LP (the "Offerors"), to purchase up to 135 Units at a purchase price equal to $60,000 per Unit in cash, less the amount of any distributions declared or made with respect to the Units between February 16, 2007 and April 6, 2007, or such other date to which the offer may be extended (the "Offer Consideration"). The offer is on the t erms and subject to the conditions set forth in the Offerors' offer to purchase, dated February 16, 2007, and in the related letter of transmittal (collectively, the "Offer to Purchase").

The Offer to Purchase is disclosed in a Tender Offer Statement on Schedule TO, dated February 16, 2007 (together with the exhibits thereto, as amended, the "Schedule TO"), filed by the Offerors with the Securities and Exchange Commission. The Schedule TO states that the address and telephone number of the Offerors' principal executive offices are 1640 School Street, Moraga, California 94556 and (925) 631-9100. All information contained in this Schedule 14D-9 or incorporated herein by reference concerning the Offerors or their affiliates, or actions or events with respect to any of them, was obtained from reports filed by the Offerors with the Securities and Exchange Commission, including, without limitation, the Schedule TO, and Associates takes no responsibility for such information.

Item 3.Past Contacts, Transactions, Negotiations and Agreements.

As of date of this Schedule 14D-9, Associates' members are Peter L. Malkin, Anthony E. Malkin and Thomas N. Keltner, Jr. (individually, an "Agent" and, collectively, the "Agents"), each of whom acts as an agent for holders of Units in Associates (individually, a "Participant" and, collectively, the "Participants"). All three Agents are affiliated with Wien & Malkin LLC (the "Supervisor"), which provides supervisory and other services to Associates as described below. Associates has no directors or officers, and the Supervisor and the Agents conduct the operating management and administration of the business of Associates.

Of the three Agents, Peter L. Malkin is manager or trustee of entities which own Units on behalf of the Malkin family; Anthony E. Malkin owns Units and is also manager or trustee of entities which own Units on behalf of the Malkin family, and Thomas N. Keltner, Jr. owns a fractional Unit. None of the Agents intends to tender to the Offerors any of the Units owned by him or over which he has dispositive power.

Except as described in this Schedule 14D-9, as of the date of this Schedule 14D-9, there are no material agreements, arrangements, or understandings, or actual or potential conflicts of interest, between (1) Associates or its affiliates, on one hand, and (2) Associates or the Offerors or their respective executive officers, directors or affiliates, on the other.

Property Acquisition and Lease.

In 1954, Associates acquired interests in the Lincoln Building (the "Building") and underlying land at 60 East 42nd Street, New York, New York (the "Property"), which in 1958 were converted to Associates' ownership of fee title to the Property, subject to a long-term net operating lease (the "Lease") to Lincoln Building Associates L.L.C. ("Lessee").

The current Lease term, including renewals, expires on September 30, 2033. Participants have approved granting Lessee the right to further extensions of the Lease (1) to 2083 in consideration of a $28 million building improvement program undertaken by Lessee in 1999-2000 and (2) to a later date in consideration of Lessee joining a further improvement program of approximately $85 million, with such renewals based on the net present benefit to Associates of the improvements made. As of December 31, 2006, approximately $65 million of costs for such program had been incurred, and approximately $20 million of costs are estimated to remain for currently planned work. Sprinklers will have to be installed throughout the Building to comply with new local law at an additional cost.

The Lease, as modified to date, provides that Lessee is required to pay Associates:

(i) annual basic rent (the "Basic Rent") equal to the sum of $24,000 for supervisory services payable to the Supervisor plus the constant installment payments of interest and amortization (excluding any balloon principal due at maturity) payable during such year under all mortgages to which the Lease is subordinate, provided that the aggregate principal balance of all mortgages now or hereafter placed on the Property does not exceed $100 million plus refinancing costs.

(ii) (A) additional rent (the "Additional Rent") equal to the lesser of (x) Lessee's net operating income for the lease year or (y) $1,053,800 and (B) further additional rent ("Further Additional Rent") equal to 50% of any remaining balance of Lessee's net operating income for such lease year. (Lessee has no obligation to make any payment of Additional Rent or Further Additional Rent until after Lessee has recouped any cumulative operating loss accruing from and after September 30, 1977. There is currently no accumulated operating loss against which to offset payment of Additional Rent or Further Additional Rent.)

(iii) an advance against Additional Rent equal to the lesser of (x) Lessee's net operating income for the preceding lease year or (y) $1,053,800, which, in the latter amount, will permit basic distributions to Participants at an annual rate of approximately 14% per annum on their remaining cash investment in Associates; provided that if such advances exceed Lessee's net operating income for any Lease year, advances otherwise required during the subsequent lease year will be reduced by an amount equal to such excess until Lessee has recovered, through retention of net operating income, the full amount of such excess. After the Participants have received distributions equal to a return of 14% per annum, $7,380 is paid to the Supervisor from the advances against Additional Rent.

If any approved Property mortgage is modified, the Basic Rent will be adjusted to equal the annual debt service payments under the modified mortgage (not including any balloon principal payment due at maturity) plus the Wien & Malkin annual supervisory fee of $24,000.

Supervisory Services.

The supervisory services provided to Associates by the Supervisor include, but are not limited to, conducting annual supervisory review meetings, maintaining all of Associates' entity and Participant records, performing physical inspections of the Building, providing or coordinating counsel services to Associates, reviewing insurance coverage and receipt of monthly rent from Lessee, payment of monthly and additional distributions to the Participants, payment of all other disbursements, confirmation of the payment of real estate taxes, active review of financial statements submitted to Associates by Lessee and financial statements audited by and tax information prepared by Associates' independent registered public accounting firm, and distribution of related materials to the Participants. The Supervisor also prepares quarterly, annual and other periodic filings with the Securities and Exchange Commission and applicable state authorities.

The Supervisor receives from Associates an annual fee of $24,000 ("Basic Payment"). The Supervisor also receives 10% of all distributions to Participants in any year in excess of 14% per annum on their remaining cash investment ("Additional Payment"). The Additional Payment was $917,544 for 2006 and $708,347 for 2005. Associates pays the Supervisor for other services at hourly rates.

Certain Relationships and Related Transactions.

Peter L. Malkin is Chairman, and Anthony E. Malkin is President, of Wien & Malkin LLC, which serves as Supervisor of Associates.

Each of Peter L. Malkin, Anthony E. Malkin, and Thomas N. Keltner, Jr., the members of Associates who act as Agents for Participants, holds a position at the Supervisor and may, by reason of his position at the Supervisor, receive income attributable to supervisory services or other payments made to the Supervisor by Associates and Lessee.

The Agents receive no compensation for serving as Agents. Other than their interest in the Supervisor, their interests in Associates arise solely from any ownership of Units by them, and they receive no benefit from Unit ownership not shared on a pro rata basis with all other Unit holders. As noted above, each of the Agents owns Unit interests for himself and/or his family.

Wien & Malkin is also the supervisor of the Lessee, for which it receives $180,000 per year and 10% of distributions to Lessee's members in excess of $400,000 per year.

Peter L. Malkin is a member of Lessee, as nominee for a family LLC in which he is manager, and interests therein are owned for the benefit of members of his family.

As a consequence of the foregoing, certain actual or potential conflicts of interest may arise with respect to the management and administration of the business of Associates. However, under the respective Participating Agreements, the prior consent of a specified percentage interest of the Participants is required for certain major transactions, including modification of the Lease and mortgage or sale of the Property.

Item 4.The Solicitation or Recommendation.

(a) Recommendation

ASSOCIATES RECOMMENDS AGAINST TENDERING UNITS TO THE OFFERORS IN THE OFFER.

(b) Reasons for the Recommendation

Inadequate Consideration for the Units

The Supervisor believes the consideration offered for Units in the Offer is not beneficial to Participants who are long-term investors interested in attractive levels of current income. For a Participant holding a Unit ($10,000 original investment), distributions were $10,327 for 2004, $10,507 for 2005, and $13,192 for 2006, representing what the Supervisor believes to be very favorable annual returns on the $60,000 Offer price

None of the Agents intends to sell to the Offerors his Units (or any Unit over which he has dispositive control) pursuant to the Offer, and each of the Agents has a favorable view of Associates' future. Over the past several years, Associates has undertaken with Lessee an $85 million Building improvement program now near completion, has engaged a new leasing and marketing agent, and has joined the W&H Portfolio of office buildings-during which time the Building has experienced enhanced occupancy and rental rates. Although no assurance can be given as to future results, the Supervisor and Agents believe the foregoing actions will continue to enhance Associates' operating results and Participants' distributions.

Long Term Investment Vehicle; Alternative Sales Arranged by the Supervisor

The Supervisor has a long-standing policy of recommending to all Participants that they retain their Units as long-term income producing investments, as originally intended when the investment was created in 1954.

However, because the Supervisor understands that Participants from time to time may require liquidity for their investments, and because there is no active trading market in the Units, the Supervisor has in the past been able to arrange a purchase of Units when contacted by a Participant who no longer desires long-term ownership. Set forth below are details of all transactions in the Units arranged by the Supervisor since February 1, 2006:

Transaction Date	Sale Price Per Full Unit (original $10,000 investment)	Number of Units Sold
10/02/06	$65,000	0.166667
01/02/07	$65,000	0.055556
01/02/07	$65,000	0.055556

The Offerors' Offer to Purchase is at a price of $60,000 per Unit. Each of the recent transactions in the table above was effected at a price in excess of the Offer to Purchase. The Supervisor believes that even these prices in the table above are less than the long-term value of the Units and so advised each Participant who requested that the Supervisor arrange a sale prior to such sale.

Alternative Sale Opportunity via New Tender Offer by Malkin Company

Associates has been advised that Wien & Malkin 60 East 42^nd St. Acquisition L.L.C., a newly formed company owned and controlled by Peter L. Malkin and Anthony E. Malkin, will very shortly be making a tender offer, which Participants should receive soon, at the same price and on the same terms as now being offered by the Offerors.

The Malkins have stated that the purpose of the Malkin company's tender offer is to provide, for any Participant who now desires to sell even though the Malkins strongly recommend against sale, a buyer whose principals are known to them, have had a long-standing and supportive relationship with Associates, and control Wien & Malkin. The Malkins have also said they will reiterate in their tender offer that they recommend Participants continue to hold their Units and not sell.

Possible Veto Rights

If Participants sold to MPF the full 19.29% amount of its tender, MPF would likely have sufficient voting power to block Supervisor recommendations as to Associates' major decisions which effectively require 90% approval, such as sale and mortgage refinancing, including refinancings to fund necessary projects and allow continuation of operating distributions to Participants.

A Unit holder seeking to exit this investment has sale alternatives noted herein other than selling to a third party whose purchases would potentially give it a veto on Associates' major decisions. It is conceivable that acquiring such a veto right for the "nuisance value" it provides is an objective of MPF's Offer.

Terms of the Offer

The Supervisor also considered various terms of the Offer, including:

• The Offer requires each tendering Participant to submit to the personal jurisdiction of the State of California, and any dispute by a Participant must be pursued only in a California arbitration under California law. For virtually all Participants and their counsel, the use of California law and a mandatory California arbitration would impose unfamiliar law and an inconvenient forum. Based on the Supervisor's experience, disputes do occur with investors in tender offers. For example, in a recent tender offer by a third party in Colorado for another investment supervised by Wien & Malkin, a responding Participant who sought to rescind a purportedly irrevocable acceptance of a tender offer is now in litigation in Colorado, although his residence is in another state.
• MacKenzie Patterson Fuller, LP will be acting as depositary in connection with the Offer and will hold the Units tendered before they are purchased. According to the Offerors, this may mean that the buyers in the Offer may have access to the Units before all conditions to the Offer have been satisfied. Although the buyers would not have rights in the Units prior to their acceptance of the Units for payment, any dispute concerning the Offer would, as indicated above, be required to be arbitrated in California.
• The Offerors indicate in the Offer to Purchase that the Units could have an estimated liquidation value of approximately $96,599 per Unit, which is approximately 160% of its Offer price. The Offerors indicate in their Offer to Purchase that they have estimated this amount solely for the purpose of determining "an acceptable Offer price," and they disclaim any qualification to appraise real estate, state that there can be no certainty of the value of the Units, and note that (i) their estimate has not been made by an independent appraiser and (ii) there can be no assurance as to the timing and amount of any future distributions by Associates. Despite all of these qualifications, the Supervisor believes that, because the Offerors disclosed an estimated liquidation value that is more than 60% in excess of the Offer price, the Offerors must believe this estimate has some significance. In this regard, the Supervisors take note of the Offerors' statement in the Offer to Purchase that they are making the Offer with the intention of making a profit from the ownership of the Units and that in establishing the purchase price they are motivated to establish the lowest purchase price that might be acceptable to Participants.
• Many Participants own fractional Units, and the Offer is unclear on acceptance of fractional Units. It states that the Offerors will accept Units "adjusted by rounding down to the nearest whole number of Units tendered by each Unit holder to avoid purchase of fractional Units, as appropriate."

(c) Intent

Each of the Agents owns Unit interests for himself and/or his family. None of the Agents intends to tender to the Offerors any Units.

Item 5.Persons/Assets Retained, Employed, Compensated or Used.

Except as described in this Schedule 14D-9, Associates has not directly or indirectly employed, or agreed to compensate, any person to make solicitations or recommendations in connection with the Offer to Purchase.

Item 6.Interest in Securities of the Subject Company.

Since February 1, 2006, Peter L. Malkin or entities for the benefit of his family members have purchased in private transactions 0.27779 Units (in addition to their prior ownership of Units) at a price of $65,000 per full Unit (original $10,000 investment).

Except as set forth herein, no transactions in the Units have been effected during the past 60 days by Associates or, to Associates' knowledge after reasonably inquiry, any of Associates' affiliates.

Item 7.Purposes of the Transaction and Plans or Proposals.

Associates is not currently undertaking or engaged in any negotiation in response to the Offer to Purchase that relates to: (i) a tender offer for or other acquisition of securities by Associates or any other person; (ii) an extraordinary transaction, such as a merger or reorganization, involving Associates; (iii) a purchase, sale or transfer of a material amount of assets by Associates; or (iv) any material change in the present indebtedness (other than planned drawdowns of its mortgage loan for Building improvements), capitalization or dividend policy of Associates. As noted in Item 4 above, Associates has been advised that a new Malkin company will soon be making a matching tender offer to provide an alternative offer, while still recommending against any sale.

There are no transactions, board resolutions, agreements in principle or signed contracts that have been entered into in response to the Offer to Purchase that relate to or would result in one or more of the events referred to in the first paragraph of this Item 7.

Item 8.Additional Information to be Furnished.

The information contained in all of the Exhibits referred to in Item 9 below is incorporated herein by reference in its entirety.

Item 9.Exhibits.

(a) Disclosure Materials Distributed to Security Holders. See below.

(e) Arrangements or Understandings Listed in Item 3. See below.

(g) Written Instructions Furnished to Persons Making Oral Solicitations. See below.

Exhibit No.	Description
(a)(1)	Letter of Associates to Participants, dated March 1, 2007
(e)(1)	Partnership Agreement, dated September 25, 1958 (filed by letter dated March 31, 1981 [Commission File No. 0-2670] as Exhibit 3 to Associates' Form 10-K for the fiscal year ended December 31, 1980, and incorporated by reference)
(e)(2)	Associates' Consent and Operating Agreement dated as of November 28, 2001 (incorporated by reference to Exhibit 3(c) to Associates' Annual Report on Form 10-K for the period ended December 31, 2005)
(e)(3)	Form of Participating Agreement (incorporated by reference to Exhibit 4 to Associates' Form S-1 Registration Statement, as amended [the "Registration Statement"] by letter dated June 28, 1954 and assigned File No. 2-10981)
(e)(4)	Form of Net Lease between Associates and Lincoln Building Associates L.L.C. (incorporated by reference to Exhibit 9 to Associates' Registration Statement by letter dated June 28, 1954 and assigned File No. 2-10981)
(e)(5)	Modification of Lease Agreement dated as of January 1, 1964 between Associates and Lincoln Building Associates L.L.C.
(e)(6)	Second Modification of Lease Agreement, dated January 1, 1977 (incorporated by reference to Exhibit II under Item 10(b) of Associates' Form 10-K for the period ended December 31, 1979)
(e)(7)	Third Modification of Lease Agreement, dated March 28, 1980 (incorporated by reference to Exhibit II under Item 10(b) of Associates' Form 10-K for the period ended December 31, 1979)
(e)(8)	Fourth Lease Modification Agreement dated as of April 1,1981 between Associates and Lincoln Building Associates L.L.C.
(e)(9)	Fifth Lease Modification Agreement dated as of April 1,1982 between Associates and Lincoln Building Associates L.L.C.
(e)(10)	Sixth Lease Modification Agreement dated as of October 1, 1987 between Associates and Lincoln Building Associates L.L.C.
(e)(11)	Seventh Lease Modification Agreement dated as of March 1, 2000 between Associates and Lincoln Building Associates L.L.C.
(e)(12)	Eighth Lease Modification Agreement dated as of November 23, 2004 between Associates and Lincoln Building Associates L.L.C.
(g)(1)	Memorandum dated March 1, 2007 to certain Wien & Malkin staff members regarding telephone responses to investor inquiries on the MacKenzie Patterson tender offer

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

60 EAST 42ND ST. ASSOCIATES L.L.C.

By: /s/ Peter L. Malkin
Peter L. Malkin, Member

By: /s/ Anthony E. Malkin
Anthony E. Malkin, Member

Dated: March 1, 2007

EX-99

60 East 42^nd Street Associates L.L.C.

c/o Wien & Malkin llc

60 East 42^ND Street

New York, New York 10165

Telephone: (212) 687-8700

Telecopier: (212) 986-7679

March 1, 2007

To Participants in 60 East 42^nd St. Associates L.LC. ("Associates"):

As you may be aware, a group of bidders not related to Associates or Wien & Malkin has commenced an unsolicited partial tender offer (the "Offer") to purchase up to 19.29% of the participations in Associates. Although the offering materials provide little information about the bidders, the materials say the bidders are generally affiliated with a company called MacKenzie Patterson Fuller, LP ("MPF").

The MPF tender is governed by the rules of the Securities and Exchange Commission ("SEC"). While the SEC has not opined in any way on the sufficiency of the MPF tender's disclosures, terms, or economics, SEC rules dictate that we mail MPF's Offer to you (which we have done by separate mailing today) and give you our reaction and recommendation with respect to the Offer.

For the reasons set forth herein and in the enclosed Schedule 14D-9, we recommend that you NOT accept MPF's Offer. In arriving at this position we have considered numerous factors including the following:

1. In our capacity as Agents, supervisor, and co-Participants in Associates, it continues to be our recommendation to all Participants to retain their participations as long-term income producing investments, as originally intended when this investment was created in 1954. For each Unit ($10,000 original investment), Associates has to date distributed more than $214,000.

2. For a Participant holding a Unit ($10,000 original investment), distributions were $10,327 for 2004, $10,507 for 2005, and $13,192 for 2006. We believe MPF's $60,000 price per Unit is not adequate.

3. Based on our favorable view of Associates' future, we are not selling our Units. Over the past several years, Associates has with its lessee undertaken an $85 million building improvement program now near completion, has engaged a new leasing and marketing agent, and has joined the W&H Portfolio of office buildings where similar programs have significantly enhanced occupancy and rental rates.

4. MPF's Offer states that it estimates the liquidation value of each interest to be approximately 160% of its Offer price and that it has offered the lowest price which it believes might be acceptable to Unit holders with the intention of making this investment to make a profit for MPF and its investors.

5. MPF's Offer requires each selling Participant to submit to the personal jurisdiction of California, and any dispute by a Participant must be pursued only in a California court under California law. For virtually all Participants and their counsel, the use of California law and courts would impose unfamiliar law and an inconvenient forum. As an example of disputes which do arise, in a recent tender offer by a third party in Colorado for another investment supervised by Wien & Malkin, a responding Participant who sought to rescind a purportedly irrevocable acceptance of a tender offer is now in litigation in Colorado, although his residence is in another state.

6. A Unit holder seeking to exit this investment has alternatives noted herein other than selling to a third party who may thereby acquire certain veto rights. If Participants sold to MPF the full amount of its tender, MPF would likely have sufficient voting power to block major decisions by Associates, such as sale and refinancing, including refinancings to fund necessary projects and allow continuation of operating distributions to Participants. It is conceivable that acquiring such a veto right for the "nuisance value" it provides is an objective of MPF's Offer.

7. Although no formal market exists, the supervisor has in the past been able to arrange a purchase when contacted by a Participant who no longer desires long term ownership, thus avoiding the limited time window and restrictive and sometimes unclear terms for sale imposed by a tender offer. While we cannot assure future transactions, Wien & Malkin is confident it can secure a buyer when requested by a Participant. Please note that the small number of purchases arranged by Wien & Malkin during 2006 were at a higher price than MPF's Offer.

8. For interest holders who wish to proceed now at MPF's price, Associates has been advised that an affiliate of Peter L. Malkin and Anthony E. Malkin will very shortly be making its own tender offer, which you should receive soon, at the same price as the MPF Offer. Even though we strongly recommend against sale, the Malkins have stated their intention is to accommodate any Participant who does want to sell by providing a buyer whose principals are known to such Participant, have a long-standing and supportive relationship with Associates, and control Wien & Malkin.

We urge you to consult your personal financial and tax advisers before taking any action on this MPF Offer or any sale. Should you wish separately to speak with anyone at Wien & Malkin, please feel free to call Alvin Silverman or Ned Cohen at 212-687-8700.

Very truly yours,

60 EAST 42^ND ST. ASSOCIATES L.L.C.

/s/ Peter L. Malkin	/s/ Anthony E. Malkin
Peter L. Malkin	Anthony E. Malkin
Chairman, Wien & Malkin LLC	President, Wien & Malkin LLC

EX-99

AGREEMENT, made as of January 1, 1964 between 6o EAST 42ND ST. ASSOCIATES, a copartnership having its office at 60 East 42nd Street, New York 17, New York (hereinafter called "Landlord") and LINCOLN BUILDING ASSOCIATES, a copartnership having its office at 60 East 42nd street, New York 17, New York (hereinafter called "Tenant").

W I T N E S S E T H:

WHEREAS, the parties entered into an agreement of lease dated October 1, 1958, whereby Landlord leased to Tenant, and Tenant hired that certain parcel of real property with the buildings and improvements thereon, known as and by the street numbers 60 East 42nd street and 301 Madison Avenue, New York_, New York, together with the fixtures, chattels and articles of personal property used in connection with said premises (which agreement of lease is hereinafter called the "Lease"); and

WHEREAS, the parties desire to amend the lease,

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

1. Paragraph 2(A) of the Lease is hereby modified to provide that the rent shall be as follows:

(i) For the period commencing January 1, 1964 through April 30, 1964 at the rate of $178,833.33 per month, payable on the first day of each month in advance;

(ii) For the period commencing May 1, 1964 and continuing through September 30, 1983, Tenant covenants to pay an annual rent at the rate of Two Million Two Hundred Nineteen Thousand Dollars ($2,219,000) in equal monthly installments of $184,916.67, on the first day of each month in advance.

2. Paragraph 3 of the Lease is hereby deleted and the following is inserted in its place:

"3. Tenant may renew this Lease for two additional periods of twenty-five years each, upon the same terms and conditions, except that the annual rent during each renewal term shall be at the rate of $2,219,000, and except further that there shall be no right to renew this beyond September 30, 2033. Tenant shall give notice of its intention to renew the term of this Lease not less than eighteen months prior to the end of the then current lease term."

3. The following shall be added to the Lease as paragraph 29:

"29. Tenant has heretofore agreed to act as agent for Landlord for the purpose of making certain physical improvements to the demised premises. Such improvements were undertaken commencing on January 1, 1961, and shall be fully completed by June 30, 1964. The improvements include, among other things, the conversion of all passenger elevators in the demised premises to automatic operation, the installation of additional electric service and the installation of additional air conditioning. Tenant has heretofore submitted to the Landlord, and Landlord has approved plans and specifications for all of such work.

Landlord hereby agrees to pay the cost of such work up to a maximum of $l,571,l34.86 upon the later of either the completion of such work or June 30, 1964. In the event that the cost of such improvements shall exceed the aforementioned sum, Tenant shall pay such excess. All of such improvements which are paid for by Landlord shall become the property of Landlord immediately upon their construction or installation and shall be subject to the terms of this lease.

Tenant acknowledges that the aforementioned sum of $1,574,134.86 will be obtained by the Landlord refinancing the existing mortgage covering the demised premises. Tenant agrees that it will reimburse Landlord for all of Landlord's disbursements and expenses in connection with such refinancing, including but not limited to mortgage recording taxes, recording fees, mortgage insurance, attorneys' fees and brokerage fees."

4. Except as modified herein, the Lease shall continue in full force and effect according to its terms.

5. This agreement shall be binding upon and inure to the benefit of the successors and assigns 1 the parties.

IN WITNESS WHEREOF, this agreement has been executed as of the day and year first above written.

60 EAST 42ND ST. ASSOCIATES

By: /s/ Henry W. Klein

Partner

LINCOLN BUILDING ASSOCIATES

By: /s/ Harry A. Helmsley

Partner

-3-

STATE OF NEW YORK )

:SS.:

COUNTY OF NEW YORK )

On the 21^st day of April 1964, before me personally came HENRY W. KLEIN, to me known and known to me to be a member of the firm of 60 EAST 42ND ST. ASSOCIATES, and to me known to be the individual who executed the foregoing instrument, and acknowledged that he executed the same, with the consent of and on behalf of said firm.

/s/ Ivan Shapiro

Notary Public

[Seal] Ivan Shapiro

Notary Public, State of New York

No. 31-3613160

Qualified in New York Country

Commission Expires March 30, 1965

STATE OF NEW YORK )

:SS.:

COUNTY OF NEW YORK )

On the 21^st day of April 1964, before me personally came HARRY B. HELMSLEY, to me known and known to me to be a member of the firm of LINCOLN BUILDING ASSOCIATES, and to me known to be the individual who executed the foregoing instrument, and acknowledged that he executed the same, with the consent of and on behalf of said firm.

/s/ Ivan Shapiro

Notary Public

[Seal] Ivan Shapiro

Notary Public, State of New York

No. 31-3613160

Qualified in New York Country

Commission Expires March 30, 1965

EX-99

FOURTH LEASE MODIFICATION AGREEMENT

AGREEMENT made as of April 1, 1981 between 60 EAST 42ND ST. ASSOCIATES, a co-partnership having its office at 60 East 42nd Street, New York, New York (hereinafter called "Landlord) and LINCOLN BUILDING ASSOCIATES., a co-partnership, having its office at 60 East 42nd Street, New York, New York (hereinafter called 'Tenant")

W I T N E S S E T H:

WHEREAS, the parties entered into an agreement of lease dated October 1, 1958, whereby Landlord leased to Tenant, and Tenant hired that certain parcel of real property, with the buildings and improvements thereon, known as and by the street numbers 60 East 42nd Street and 301 Madison Avenue, New York, New York, together with the fixtures, chattels and articles of personal property used in connection with said premises; and

WHEREAS, the lease was modified by agreements dated January 1, 1964, as of January 1, 1977, and as of April 1, 1979 (which lease, as so modified, is hereinafter called the "Lease'); and

WHEREAS, Landlord and Tenant wish to further modify the Lease.

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, the parties agree that the Lease shall be and is hereby modified in the manner hereinafter set forth:

1. Paragraph 2A(ii) of the Lease shall be deemed deleted in its entirety and the following substituted in its place and stead:

"(ii) Commencing April 1, 1981, Tenant covenants to pay, in equal monthly installments of $150,769.32 each, in advance, on the first day of each month during the term of this Lease, and any renewal term of this Lease, a basic rent (hereinafter called "Basic Rent") at an annual rate of ONE MILLION EIGHT HUNDRED NINE THOUSAND TWO HUNDRED THIRTY-ONE DOLLARS AND 84/100 ($1,809,231.84), said amount being equal to the sum of the current mortgage charges plus $24,000."

2. Paragraph 30 of the Lease shall be revised to read as follows:

"30. For the purpose of this Paragraph 30, the term 'First Mortgage' shall mean any first fee mortgage to which this Lease is subordinate under the provisions of Paragraph 13 of this Lease and the term 'refinancing' shall include any consolidation, modification, renewal, extension or replacement of any First Mortgage made subsequent to April 1, 1979. In the event that there shall be one or more refinancings of any First Mortgage, for the period prior to the full liquidation of the Mortgage, the Basic Rent will be modified to equal the sum of TWENTY-FOUR THOUSAND DOLLARS ($24,000.00) plus an amount equal to the product of (A) the new debt service percentage rate under such refinanced First Mortgage multiplied by (B) the principal balance of the First Mortgage immediately prior to each such refinancing.

"The following illustrates the intention of the parties hereto as to the computation of the aforementioned adjustment of the Basic Rent:

"Assuming a refinancing of the First Mortgage and the principal balance of the First Mortgage were increased from $12,293,973 to $15,000,000 and the new annual debt service requirements were $1,650,000 or at the rate of 11% of that new principal balance, that portion of the Basic Rent relating to mortgage charges would be increased to $1,352,337, 11% of the balance immediately prior to such refinancing. The balance of the charges on the First Mortgage or $297,663 would be paid by Landlord from Additional Rent and Landlord would retain the full net proceeds of such refinancing.

"In the event of subsequent refinancings of the First Mortgage, the principal balance referred to in (B) above, shall be reduced by the amount of mortgage amortization payable from Basic Rent subsequent to the first refinancing of the First Mortgage."

4. Except as herein modified, the Lease shall remain in full force and effect, and the parties hereby ratify and confirm all of the other terms, covenants and conditions thereof.

5. This Fourth Lease Modification Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, successors and assigns.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written,

60 EAST 42ND ST. ASSOCIATES

By: /s/ Alvin Lane Partner

LINCOLN BUILDING ASSOCIATES

By: /s/ Peter L. Malkin

Partner

EX-99

FIFTH LEASE MODIFICATION AGREEMENT

AGREEMENT made as of April 1, 1982 between 60 EAST 42ND ST. ASSOCIATES, a co-partnership having its office at 60 East 42nd Street, New York, New York (hereinafter called "Landlord") and LINCOLN BUILDING ASSOCIATES, a co-partnership, having its office at 60 East 42nd Street, New York, New York (hereinafter called "Tenant")

W I T N E S S E T H:

WHEREAS, the parties entered into an agreement of lease dated October 1, 1958, whereby Landlord leased to Tenant, and Tenant hired that certain parcel of real property, with the buildings and improvements thereon, known as and by the street numbers 60 East 42nd Street and 301 Madison Avenue, New York, New York, together with the fixtures, chattels and articles of personal property used in connection with said premises; and

WHEREAS, the lease was modified by agreements dated January 1, 1964, as of January 1, 1977, as of April 1, 1979, and as of April 1, 1991 (which lease, as so modified, is hereinafter called the "Lease"); and

WHEREAS, Landlord and Tenant wish to further modify the Lease.

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, the parties agree that the Lease shall be and is hereby modified in the manner hereinafter set forth:

1. Paragraph 2A(ii) of the Lease shall be deemed deleted in its entirety and the following substituted in its place and stead:

"(ii) Commencing April 1, 1982, Tenant covenants to pay, in equal monthly installments of $163,594.27 each, in advance, on the first day of each month during the term of this Lease, and any renewal term of this Lease, a basic rent (hereinafter called "Basic Rent") at an annual rate of ONE MILLION NINE HUNDRED SIXTY-THREE THOUSAND ONE HUNDRED THIRTY-ONE DOLLARS AND 24/100 ($1,963,131.24), said amount being equal to the sum of the current mortgage charges plus $24,000."

2. Except as herein modified, the Lease shall remain in full force and effect, and the parties hereby ratify and confirm all of the other terms, covenants and conditions thereof.

3. This Fifth Lease Modification Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, successors and assigns.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

60 EAST 42ND ST. ASSOCIATES

By: /s/ Lawrence A. Wien

Partner

LINCOLN BUILDING ASSOCIATES

By: /s/ Peter L. Malkin

Partner

EX-99

SIXTH LEASE MODIFICATION AGREEMENT

AGREEMENT made as of October 1, 1987 between 60 EAST 42ND ST. ASSOCIATES, a co-partnership having its office at 60 East 42nd Street, New York, New York (hereinafter called "Landlord") and LINCOLN BUILDING ASSOCIATES, a co-partnership, having its office at GO East 42nd Street, New York, New York (hereinafter called "Tenant")

W I T N E S S E T H:

WHEREAS, the parties entered into an agreement of lease dated October 1, 1958, whereby Landlord leased to Tenant, and Tenant hired that certain parcel of real property, with the buildings and improvements thereon, known as and by the street numbers 60 East 42nd Street and 301 Madison Avenue, New York, New York, together with the fixtures, chattels and articles of personal property used in connection with said premises; and

WHEREAS, the lease was modified by agreements dated January 1, 1964, as of January 1, 1977, as of April 1, 1979, as of April 1, 1981 and as of April 1, 1982 (which lease, as so modified, is hereinafter called the "Lease"); and

WHEREAS, Landlord and Tenant wish to further modify the Lease.

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, the parties agree that the Lease shall be and is hereby modified in the manner hereinafter set forth:

1. Paragraph 2A(ii) of the Lease shall be deemed deleted in its entirety and the following substituted in its place and stead:

"(ii) Commencing October 1, 1987, Tenant covenants to pay, in equal monthly installments of $94,339.58 each, in advance, on the first day of each month during the term of this Lease, and any renewal tern of this Lease, a basic rent (hereinafter called "Basic Rent") at an annual rate of ONE MILLION, ONE HUNDRED AND THIRTY-TWO THOUSAND SEVENTY-FIVE DOLLARS AND 00/100 ($1,132,075.00), said amount being equal to the sum of the current mortgage charges plus $24,000; it being understood and agreed that the amount of Basic Rent shall be adjusted upon refinancing of any First Mortgage (as defined in Paragraph 30), subject to and in accordance with the provisions of Paragraph 30."

2. The parties confirm that Paragraph 30 of the Lease reads as follows:

"30. For the purpose of this Paragraph 30, the term 'First Mortgage' shall mean any first fee mortgage to which this Lease is subordinate under the provisions of Paragraph 13 of this Lease and the term 'refinancing' shall include any consolidation, modification, renewal, extension or replacement of any First Mortgage made subsequent to April 1, 1979. In the event that there shall be one or more refinancings of any First Mortgage, for the period prior to the full liquidation of the Mortgage, the Basic Rent will be modified to equal the sum of TWENTY-FOUR THOUSAND DOLLARS ($24,000.00) plus an amount equal the product of (A) the new debt service percentage rate under such refinanced First Mortgage multiplied by (B) the principal balance of the First Mortgage immediately prior to each such refinancing.

The following illustrates the intention of the parties hereto as to the computation of the aforementioned adjustment of the Basic Rent:

Assuming a refinancing of the First Mortgage and the principal balance of the First Mortgage were increased from $12,293,973 to $15,000,000 and the new annual debt service requirements were $1,650,000 or at the rate of 11% of that new principal balance, that portion of the Basic Rent relating to the mortgage charges would be increased to $1,352,337, 11% of the balance immediately prior to such refinancing. The balance of the charges on the First Mortgage or $297,663 would be paid by Landlord from Additional Rent and Landlord would retain the full net proceeds of such refinancing.

In the event of subsequent refinancings of the First Mortgage, the principal balance referred to in (B) above, shall be reduced by the amount of mortgage amortization payable from Basic Rent subsequent to the first refinancing of the First Mortgage."

3. Except as herein modified, the Lease shall remain in full force and effect, and the parties hereby ratify and confirm all of the other terms, covenants and conditions thereof.

4. This Sixth Lease Modification Agreement shall be binding upon an inure to the benefit of the parties hereto and their respective legal representatives, successors and assigns.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

60 EAST 42ND ST. ASSOCIATES

By: /s/ Alvin Silverman Partner

LINCOLN BUILDING ASSOCIATES

By: /s/ Peter L. Malkin Partner

EX-99

SEVENTH LEASE MODIFICATION AGREEMENT

AGREEMENT made as of March 1, 2000, by and between 60 EAST 42ND ST. ASSOCIATES, a co-partnership having its office at 60 East 42nd Street, New York, New York 10165 (hereinafter called "Landlord"), and LINCOLN BUILDING ASSOCIATES, a co-partnership having its office at 60 East 42nd Street, New York, New York 10165 (hereinafter called "Tenant").

W I T N E S S E T H:

WHEREAS, the parties are respectively the current landlord and tenant under that certain lease dated October 1, 1958, as modified by agreements dated January 1, 1964, as of January 1, 1977, as of April 1, 1979, as of April 1, 1981, as of April 1, 1982 and as of October 1, 1987 (the "Lease"), covering premises known as and by the street numbers 60 East 42^nd Street and 301 Madison Avenue, New York, New York (the "Building"); and

WHEREAS, a modernization program is necessary to maintain the competitive position of the Building; and

WHEREAS, Landlord is willing to make funds available for improvements required by such program, and Tenant is willing to apply such funds, as agent for Landlord, to the making of such improvements, and to apply additional funds from the operation of the Building to pay for the balance of the costs of such improvements; and

WHEREAS, Landlord and Tenant desire to modify the Lease as hereinafter set forth.

NOW, THEREFORE, in consideration of mutual covenants herein contained, the parties hereto, intending to be bound, hereby agree as follows:

1. Landlord and Tenant agree that improvements substantially as shown on Exhibit A attached hereto and made a part hereof constitute the modernization program (the "Improvement Program") referred to herein and shall be substantially made to the demised premises. All work performed by Tenant in furtherance of the Improvement Program shall be done as agent for Landlord and for the account of Landlord, and when completed, shall become the property of Landlord.

2. Landlord agrees to obtain a loan in the amount of $27,979,186.47 secured by a second mortgage (the "Second Mortgage") on the demised premises. Pursuant to the terms of the Second Mortgage, loan proceeds shall be advanced in stages. Advances of loan proceeds shall be deposited by Landlord in an interest-bearing money market or similar account and disbursed to Tenant upon submission of documents reasonably required by Landlord. For purposes of determining Additional Rent and Further Additional Rent, all interest earned on amounts so held by Landlord and disbursed to Tenant shall be treated as income of Tenant. In the event that the Second Mortgage proceeds are insufficient to pay for the entire cost of the Improvement Program, Tenant agrees the pay for the balance of such costs.

3. Paragraph 2A(ii) of the Lease is hereby deleted in its entirety and replaced by the following:

"(ii) Commencing on March 1, 2000, Tenant covenants to pay, in advance, on the first day of each month during the term of this Lease and any renewal term of this Lease, a basic rent (hereinafter called "Basic Rent") at an annual rate equal to (i) $24,000 plus (ii) the constant installment payments of interest and amortization (excluding any balloon principal payment due at maturity) payable during such year under all mortgages to which this Lease is subordinate pursuant to Paragraph 30 hereof. The Basic Rent shall be adjusted on a dollar-for-dollar basis by changes in the annual debt service on such mortgages. It is further understood and agreed that the amount of Basic Rent shall be adjusted upon a refinancing of any Mortgage (as defined in Paragraph 30), subject to and in accordance with the provisions of Paragraph 30."

4. Paragraph 13 of the Lease is hereby deleted in its entirety and replaced by the following:

"13. Tenant agrees that its rights hereunder are subordinate to:

1. the mortgage(s) presently encumbering the demised premises; and
2. any future mortgages placed on the demised premises provided that (a) the aggregate principal balance of all mortgages now or hereafter placed on the demised premises does not exceed $40,000,000 plus refinancing costs, (b) such new mortgages are made by an institutional lender on a non-recourse basis and (c) the proceeds of the loan(s) secured by any new mortgage(s) are (i) used to refinance the then existing mortgage(s) on the demised premises, (ii) pay refinancing costs in connection therewith and/or (iii) building improvements in connection with the demised premises.

(Each mortgage to which Tenant's rights hereunder are subordinate is hereinafter a "Permitted Mortgage"). Tenant agrees to execute, upon demand, any documents required to evidence such subordination. Tenant further agrees that it will not do or suffer to be done any act upon the demised premises which will violate any of the terms of any Permitted Mortgage or the obligations secured thereby."

5. Subject to the provisions of Paragraph 2 hereof, any costs, fees and expenses incurred in connection with the execution of this Agreement or the completion of the transactions contemplated herein, shall be paid from proceeds advanced under the Second Mortgage. Any such costs, fees, and expenses paid by Tenant from sources other than the loan secured by the Second Mortgage may be deducted in the year expended in calculating Tenant's net income for purposes of determining Additional Rent and Further Additional Rent under the Lease.

6. Paragraph 30 of the Lease is hereby deleted in its entirety and replaced by the following:

"30. For the purpose of this Paragraph 30, the term "Mortgage" shall mean any fee mortgage to which the Lease is subordinate under the provisions of Paragraph 13 of this Lease, and the term 'refinancing' shall include any consolidation, modification, renewal, extension or replacement thereof. In the event that there shall be one or more refinancings of any Mortgage or in the event that the monthly debt service payments under any Mortgage shall be adjusted pursuant to the terms thereof, the annual Basic Rent will be modified to equal to the sum of TWENTY-FOUR THOUSAND DOLLARS ($24,000.00) plus an amount equal to the constant installment payments for interest and amortization (not including any balloon principal payment due at maturity) required annually under all Mortgages."

7. Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed thereto in the Lease.

1. Except as herein modified and as otherwise agreed between Landlord and Tenant, the Lease shall remain in full force and effect, and the parties hereby ratify and confirm all of the other terms, covenants and conditions thereof.
2. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, successors and assigns.

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

Landlord:

60 EAST 42ND ST. ASSOCIATES

By : /s/ Thomas N Keltner

Name: Thomas N. Keltner, Jr.

Title: Partner

Tenant:

LINCOLN BUILDING ASSOCIATES

By : /s/ Peter L. Malkin

Name: Peter L. Malkin

Title: Partner

Exhibit A

Lincoln Building - 60 East 42nd Street

Building Improvement Program

Project/Item	Budget
Elevator system modernization	$ 2,800,000
Elevator cab replacement	625,000
New concierge desk	285,000
Public corridors and elevator lobbies upgrades	4,234,000
New public bathrooms	3,196,000
Lobby retail arcade upgrades, new awning & displays	95,000
Façade renovation	750,000
New marketing center	500,000
New conference center	300,000
Law library upgrades	375,000
New cardkey & security system	130,000
Roof & parapet replacements	1,545,000
Water riser replacement	2,353,000
New stairwell lighting & signage	150,000
Misc. electrical & mechanical system upgrades	685,000
Window replacement	4,000,000
HVAC in corridors	3,000,000
Misc. HVAC upgrades	290,000
ACM abatement and re-insulation	621,000
Misc. plumbing upgrades	205,000
Class "E" upgrade	150,000
Mortgage taxes and loan soft costs	1,115,000
Contingency	500,000
Total	27,904,000

EX-99

EIGHTH LEASE MODIFICATION AGREEMENT

AGREEMENT made as of November 23, 2004, by and between 60 EAST 42ND ST. ASSOCIATES L.L.C., a New York limited liability company having its office at 60 East 42nd Street, New York, New York 10165 (hereinafter called "Landlord"), and LINCOLN BUILDING ASSOCIATES L.L.C., a New York limited liability company having its office at 60 East 42nd Street, New York, New York 10165 (hereinafter called "Tenant").

W I T N E S S E T H:

WHEREAS, the parties are respectively the current landlord and tenant under that certain lease dated October 1, 1958, as modified by agreements dated January 1, 1964, as of January 1, 1977, as of April 1, 1979, as of April 1, 1981, as of April 1, 1982 as of October 1, 1987, and as of March 1, 2000 (the "Lease"), covering premises known as and by the street numbers 60 East 42^nd Street and 301 Madison Avenue, New York, New York (the "Building"); and

WHEREAS, a modernization program is necessary to maintain the competitive position of the Building; and

WHEREAS, a modernization program has been underway for which funds were borrowed by Landlord and made available to Tenant; and

WHEREAS, additional improvements are contemplated; and

WHEREAS, Landlord is willing to make additional funds available for improvements required by such program, and Tenant is willing to apply such funds, as agent for Landlord, to the making of such improvements, and to apply additional funds from the operation of the Building to pay for the balance of the costs of such improvements; and

WHEREAS, Landlord and Tenant desire to modify the Lease as hereinafter set forth.

NOW, THEREFORE, in consideration of mutual covenants herein contained, the parties hereto, intending to be bound, hereby agree as follows:

1. Landlord and Tenant agree that improvements substantially as shown on Exhibit A attached to the March 1, 2000 Lease Modification Agreement have been undertaken program and the additional improvements referred to in the recitals above, are shown on Exhibit A hereto, which aggregate improvements constitute the "Improvement Program" referred to herein. All such improvements shall be substantially made to the demised premises. All work performed by Tenant in furtherance of the Improvement Program shall be done as agent for Landlord and for the account of Landlord, and when completed, shall become the property of Landlord.

2. (a) Landlord agrees to obtain a loan in the amount of $84,000,000 secured by a first mortgage (the " Mortgage") on the demised premises. Pursuant to the terms of the Mortgage, loan proceeds shall be advanced in stages. Advances of loan proceeds shall be deposited by Landlord in an interest-bearing money market or similar account and disbursed to Tenant upon submission of documents reasonably required by Landlord. For purposes of determining Additional Rent and Further Additional Rent, all interest earned on amounts so held by Landlord and disbursed to Tenant shall be treated as income of Tenant. In the event that the Mortgage proceeds are insufficient to pay for the entire cost of the Improvement Program, Tenant agrees the pay for the balance of such costs.

(b) Tenant agrees to join in the Mortgage for the purpose of mortgaging its estate under the Lease to secure payment of the Mortgage indebtedness, provided that Tenant's liability for such payment shall be limited to such estate.

3. Paragraph 2A(ii) of the Lease is hereby deleted in its entirety and replaced by the following:

"(ii) Commencing on November 29, 2004 (with payments to commence on December 1, 2004), Tenant covenants to pay, in advance, on the first day of each month during the term of this Lease and any renewal term of this Lease, a basic rent (hereinafter called "Basic Rent") at an annual rate equal to (i) $24,000 plus (ii) the constant installment payments of interest and amortization (excluding any balloon principal payment due at maturity) payable during such year under all mortgages to which this Lease is subordinate pursuant to Paragraph 30 hereof. The Basic Rent shall be adjusted on a dollar-for-dollar basis by changes in the annual debt service on such mortgages. It is further understood and agreed that the amount of Basic Rent shall be adjusted upon a refinancing of any Mortgage (as defined in Paragraph 30), subject to and in accordance with the provisions of Paragraph 30."

4. Paragraph 13 of the Lease is hereby deleted in its entirety and replaced by the following:

"13. Tenant agrees that its rights hereunder are subordinate to:

1. the mortgage(s) presently encumbering the demised premises; and
2. any future mortgages placed on the demised premises provided that (a) the aggregate principal balance of all mortgages now or hereafter placed on the demised premises does not exceed $84,000,000 plus refinancing costs, (b) such new mortgages are made by an institutional lender on a non-recourse basis and (c) the proceeds of the loan(s) secured by any new mortgage(s) are (i) used to refinance the then existing mortgage(s) on the demised premises, (ii) pay refinancing costs in connection therewith and/or (iii) building improvements in connection with the demised premises.

(Each mortgage to which Tenant's rights hereunder are subordinate is hereinafter a "Permitted Mortgage"). Tenant agrees to execute, upon demand, any documents required to evidence such subordination. Tenant further agrees that it will not do or suffer to be done any act upon the demised premises which will violate any of the terms of any Permitted Mortgage or the obligations secured thereby."

5. Subject to the provisions of Paragraph 2 hereof, any costs, fees and expenses incurred in connection with the execution of this Agreement or the completion of the transactions contemplated herein, shall be paid from proceeds advanced under the Mortgage. Any such costs, fees, and expenses paid by Tenant from sources other than the loan secured by the Mortgage may be deducted in the year expended in calculating Tenant's net income for purposes of determining Additional Rent and Further Additional Rent under the Lease.

6. Paragraph 30 of the Lease is hereby deleted in its entirety and replaced by the following:

"30. For the purpose of this Paragraph 30, the term "Mortgage" shall mean any fee mortgage to which the Lease is subordinate under the provisions of Paragraph 13 of this Lease, and the term 'refinancing' shall include any consolidation, modification, renewal, extension or replacement thereof. In the event that there shall be one or more refinancings of any Mortgage or in the event that the monthly debt service payments under any Mortgage shall be adjusted pursuant to the terms thereof, the annual Basic Rent will be modified to equal to the sum of TWENTY-FOUR THOUSAND DOLLARS ($24,000.00) plus an amount equal to the constant installment payments for interest and amortization (not including any balloon principal payment due at maturity) required annually under all Mortgages."

7. Landlord and Tenant agree to negotiate the terms of additional options to permit Tenant to extend the term of the Lease beyond its current expiration date, on the condition that such extension rights shall be in proportion to the net present benefit to Landlord of the increase in Basic Rent and the completed Improvement Program.

8. Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed thereto in the Lease.

9. Except as herein modified and as otherwise agreed between Landlord and Tenant, the Lease shall remain in full force and effect, and the parties hereby ratify and confirm all of the other terms, covenants and conditions thereof.

10. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, successors and assigns.

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

Landlord:

60 EAST 42ND ST. ASSOCIATES L.L.C.

By : /s/ Jack K. Feirman

Name: Jack K. Feirman

Title: Member

Tenant:

LINCOLN BUILDING ASSOCIATES L.L.C.

By: /s/ Peter L. Malkin

Name: Peter L. Malkin

Title: Member

Exhibit A

Lincoln Building - Additional

Capital Expense Program

New Capital Projects

Main suction tank

55, 30 & 17 house tank valves and piping

Reline 55th floor tank

Reline 31st floor tank

Reline 17th floor tank

Hot Water Heaters (3)

Supply risers to house tanks 55th, 31st and

17th floors

Pumps and Motors (DC-AC)

New electrical supply to new Pumps and

Motors (DC-AC)

S4 Fan and Motor

S5 Fan and Motor

26th floor cooling tower

Emergency power

Service switch #2 maintenance

Riser switches (3) locations, breakers, copper

detail

ATS switches (3) locations

Main feeder riser replacements

Electric closet panel replacements

Class E battery back up (code requirement)

Radio System and Antenna Upgrade

301 Roof replacement

Local Law 11 Façade (estimated)

42nd St revolver replacement

Sprinklers throughout, code compliance

Space Improvement & Leasing Expense

Tenant Improvements

Leasing Commissions

EX-99

Memo to: designated Wien & Malkin staff for answering telephone inquiries from investors regarding the tender offer by MacKenzie Patterson for interests in:

60 East 42^nd St. Associates L.L.C.

250 West 57^th St. Associates L.L.C.

WHEN YOU RECEIVE A CALL FROM A 60 EAST OR 250 WEST INVESTOR REGARDING ANY TENDER OFFER, PLEASE FOLLOW THIS SCRIPT:

Thank you for your call regarding the tender offers recently sent to you.

The tender offer not affiliated with Wien & Malkin is from a group of bidders organized by MacKenzie Patterson Fuller ("MPF") making an unsolicited partial tender offer to purchase [as applicable]:

• 135 units in 60 East 42nd St. Associates L.L.C. (19.29% of Associates)
• 140 units in 250 West 57th St. Associates L.L.C. (19.44% of Associates).

The MPF tender offer has not been made or authorized by Associates or Wien & Malkin. Securities and Exchange Commission rules required Wien & Malkin to mail it to you, but Wien & Malkin, as supervisor of Associates, recommends that you NOT accept it.

A similar MPF group made a recent tender offer for participations in Empire State Building Associates. Of more than 3,000 participants, no one sold to MPF.

The other tender offer you received is from a new company owned and controlled by Peter and Tony Malkin.

• The Malkins' stated purpose in making such tender is simply to provide--for any participant who wishes to sell at this time--a buyer known to such participant with a long-standing and supportive involvement with Associates.
• THE MALKINS HAVE ADVISED THEY DO NOT RECOMMEND THAT YOU SELL AT ALL, BUT IF YOU ARE GOING TO SELL, THEY RECOMMEND YOU SELL TO THEIR COMPANY INSTEAD OF MPF AT A MATCHING PRICE.

We strongly recommend that you continue to hold your investment for long term production of income, for various reasons including:

• Associates is near completion of a major property improvement program. Occupancy and rental rates have significantly strengthened. The commercial office leasing market in Manhattan is strong.
• If MPF acquires the full amount of its tender it could block Supervisor's recommended actions from being adopted, even if agreed to by a majority of participants. It is conceivable that acquiring such a veto right for the "nuisance value" it provides is an objective of MPF's offer.
• Based on their favorable view of the future of the property, neither Peter nor Tony Malkin, nor any of their family members, are selling their interests.

FOR ANY INVESTOR WHO EXPRESSES A DESIRE TO LEARN ABOUT SELLING TO THE MALKIN TENDER OFFEROR:

I will ask the appropriate person to contact you to answer any question you may have [price, timing, etc.] regarding a sale to the Malkin Company after its tender offer is in effect. Although the Malkins intend to arrange purchase at a matching price, they still advise all investors to hold their investment for long term income production and NOT to sell.

APPROPRIATE PERSONS TO DISCUSS THE MALKIN TENDER OFFER WITH AN INVESTOR ARE:

• Alvin Silverman
• Mark Labell
• Tom Keltner

FOR ANY INVESTOR WHO EXPRESSES CONCERN ABOUT INVASION OF PRIVACY:

This MPF tender offer was filed with the SEC, which means that, although the SEC has not expressed an opinion as to the completeness of its disclosure or the fairness of its price, there are certain rules which required Associates either (a) to give MPF a mailing list with investor name & address OR (b) to mail MPF's offer to all investors. Associates chose to do the mailing itself, rather than giving the investor list to MPF, because we make every effort to keep investor information confidential.

FOR ANY INVESTOR IN 60 OR 250 WHO RAISES CONCERN ABOUT ALSO RECEIVING MAILINGS FOR HIS ESBA INVESTMENT:

Wien & Malkin uses all reasonable means to assure protection of investor privacy and is pursuing investigation by certain authorities to determine if ESBA confidential information was obtained illegally.

PLEASE ADVISE NED COHEN OR TOM KELTNER IF YOU HAVE ANY QUESTION.

March 1, 2007