PA-RTNqRS I{.r P AGREEI.{ENI.g

EI,CA ASSOCI-ATES

PARTNERSI{IP AGREEITENT made as of this /& eay otJuLy, 1985, by and among Allan Eaymes, residing at 210Central Park South, APt. 15Ar Ner York, Neld York 10019, andEenry J. Cohen, residing at 30 Stonehouse Road, Scarsdale,tJes York 10583 { the foregoing individuaLs sometimes herein:.ndividual]y referred to as a 'Partner" and coLlectively asthe "Partners" ),

r{rrNEgSFl.E:I.{EEREAST the parties desire io form a general part-

nership under the laws of Ehe State of New York for Lhe pur-poseq set forth belor and to set iorth their understandingsin a nriting,

NOW,, ?IIEREFORE,. I-1. lS- LGREED AS FOLLOIfS:( r ) roRrla?Iolr

The Partners hereby form a general partnership (the"Partnership") purSuant to the provisions of Ehe PartnersnipLar of the StaEe of Netr York

12) NA!{q ANp OFEJ:CEThe Partnership shaII be conducted under the firm

name and style of Elca AssociaEesr oE such other narfle as thePartners may determine. ?he principal office of lhe Partner-

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ship sha1l be located at c/o Eenry J. Cohen, 30 StonehouseRoad. Scarsdale, Neqs York 10583, or at such other location asthe Partners ItrBlr from time to time, hereafter determine.

( 3I TER.r,tThe Partnership sha1l coruaence as of the date here-

of and shal1 continue until terminated as hereinafter pro-vided.

( 4 ) PTIRPOSEthe purpose of the Partnership shaLl be Eo acguire,

orrl , hold, Eanage. oDerate, irnprove, develop, lease '

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gager se1l and othervise deal crith the real estata anci in-provements thereon located in Col11er fownshi.p, Peansylvania(the "Property"), and nore particularl.y described on ExhibitA annexed herelo, and to conduct such other revenue producingactivities as iaay be necessary or aCvisable to promote thebusiness of the Partnership.

( 5 ) PROFLIS AND . I*OS.$-ES : DI-STBI-B-UtIOI.JS.tA) For each fiscal year of the Partnership, the

Net Profits, Net Losses and tax credits of the Partnershipshall be credited or charged, as the case may be, equallybetween the Fartners. "Net Profits" and "Net Losses" shallnean, respectively, the net income and net losses of thePartnership as reporced for Federal income tax PurPOSes.

(B) All cash which becomes available for distribu-tion to t,he Partners, r*hether f rom ordinary oPerations or

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from extraordinary transactions, including cash which becomeEavailable from a sale of the Propertyr after paynent of orprovision for pal,ment of the liabililies of the Pastnershipshal1 be distributed equally between the Partners '

(6} CAPITAT CONTRIBUTIOHSfhe capital rith which the Partnership shall com-

mence business is 5180r000.00, which sum has been contributedin cash by the Partners in the arnounts set forth belor:

Nagre AfiountA1lan Eaymes I 90'000.00EenrY J. Cohen S 90,000' 00

(7) RICH?S' DUTIES AN9 OTLIGATIONS 9F-.P.S-RTNE4S(A) The Partners shall each have all Ehe rights

and powers and be subject to aLl of the restrictions andliabiLities of a Partner under the Partnership Las of theState of Ne'* York. All decisions, determinations and actionson behalf of Ehe Partnership shatl reguire ihe unanimousaglproval of, the Fartrers.

tB)EachPartnershall,*ithoutanyfeeor.othercompensatiOn, devote or cause to be devoted to the Partner-ship business such time and effort as is necessary for lheproper conduet of such business.

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(8} DEATE, BANKRUP?CY,ETC. OP A PARTNERIn the event of the death, adjudication of insaaity

or incompetency, or bankruptcy oE a Partner, the Fartnershipsha1l not be dissolved and t.erminated unless the remainingPartner, if any, so elects in r*riting r*ithin thirty t30) daysthereafter'. Absent such an election, the Partnership shallcontinue with the legal reP!'esentative of such Partner, uponexecution of a Counterpalt of this Agreement or other suit-able instrurnent, beiag admitted as a generaJ. pariner of the?artnershiP.

Ifthereshallbeadeterninationnottosoon.tinue, the Partnerstrip sha1l forthwith be dissolved andterminated, and upon such terminat.ion of the Pastnership anotice of dissolution as required by lars shall be Eiled'

The Partners shall execute and deliver such

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for the benefit of a spouse, adult or minor child. unlesssuch transfer would effect a termination of Ehe Fartnershipunder the applicable provisions of the InternaL Revenue codeof 1954, as afiended.

{B) Right of ,First Ref.usal'(1) At any time during the Eerm of this

Agreement, if either Partner {the "Selling ParEner"i receivesanoffer(''offer.')topurchasehisPartnershipintereSt,hesha11 Eive written notice { the "offering }lotice" ) thereof tothe other Partiler tthe "Responding Partner") 'pithin ten tI0)business days of his receipt of Ehe offer. 'The sei'Ling Part-ner shal} specify in its offering.\otice all of [he iarms andprovisions of the Offer.

12) Upon receipt of the Offering Notice' theResponding Partner may then elect to purchase Lhe interest of

the selling Partner ugon all of the terms and provisions oftheofferaSsetforth!ntheofferingNotice.

(3) The Responding Partner shall notify theselling Fartner of its election within forty-five (45) daysafter the date of receipt of the offering Notice' Failure togive notice within t.he required time perioa shall be deemedan election not to Purchase'

{4} If either (i) the Responding FartnereLects noE to Purchase the Selling Fartner's interestr or

{ii}, follolling an elecEion by the Responding Partner Eo

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purchase under subsection 9{B)(3), the Responding Partnershall fail to consummate the purchase of the se11in9partner's eotire interesE in accordance with sect,ion 9{B)(?)hereof, then Ehe selling Partner may sell its interest in thePartnership in accordance rith the terms of lhe originalOffer.

(5) If the Selling Partner shall fail loconsummate the sale of, its entire lnterest in accordance nithsection 9iB)(4), then the offering Notice shall be deeraed anullity and the selling Partner shall not be permilted togive another oifering tlotice for a period of t,rceive :nonthsfoilorsing the date of t,he original offering Notice.

(6) Iro the Selling Partner does consummalethe sal-e cf its interest in the Partnership in accordanceqritlr section 9(B)(4), the Responding Partner shall thereafterbe the !.tanaging ?artner and all decisions, determi.naEions andactions on behaLf of the Partnership nhieh are rithin theordinary course of, businesE of the Farlnership sha11 be madeso1e1y by such ltanaging Partner' Any events or transactionsshich are not xlEhin the ordinary day to day business and

affairs of Ehe Partnership, including, $ithout limiEation, asate, Iease or aortgage of the Property. shal1 require Eheunanimous approval af the Partners'

t71 (i) The closing of any sale of aninterest in the Partnership pursuant to this section 9tB)

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(the "Closing") shalL be held aL the principal office of thelartnership, unless othersise mutually agreed' on a nutuallyaecepEable date not more than sixty (60) days aftel thereceip! by the Selling Partner of the rritten notice ofelection by the Eesponding Partner, or after the expirationof, the time '*ithin nhich the Responding Partner must soelect, as provided in subsection 9tB)(4)'

{ii1 AE the Closing, anY closinga,Ajusemenhs shall be made as of the date of Closing. AnyPartner transferring its interesi shal1 transfer suchinterest Eree and Cieat af any liens, enCumbrances or anyinterest of any third party and shall execute or cause to beexecuted any and all documents reasonably reguired r-o fuIlytransfer sueh interest to the aequiring Partner. ?he SellingPartner and fhe purchasing party shal1 execute anycertificates and other filings shich are required under thePartnership Lan to evidence Ehe sale and the wiEhdra'*ai ofsuch Partner from the Partnership. the selling Partner shallaLso deliver to the grurchasing part,y its power of attorney toexecute and deliuer any such certificates and other filingsxhich may Eherafler be required.

tiii) Following the date of Closing, Eheselling Partner shall have no furLher rights to anyPartnership distributions atEri.butable and alLocable to theperiod from and aEEer the Closingr and all such rights shall

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vest in the Selling Partner's transferee' All of the Selli'ngpartner,s rights and obligations hereunder shal1 terminateexceptastoitemsaccruedasofsuchdateandexceptastoany indennity obligations of such Partner attributable toactsoreventsoccurr'ingpriortosuchdate.ThereuPon,exeept as lirnited by the preceding sentence' this Agreernentsha1l terminate as to the selling Partner but sha1l remain j'n

effect as to the cther Partner. The purchaser shall in*dernnify and save harmless the seller from any and allliability arisinq after the oate of lire sa1e, or rrhich hasaccrued prior to such date, has been disclosed Eo thepurchaser,,andrrithrespecttorhichliabi3.ityapP-ropriaeeadjustments to the purchase price have been mace or reserveshave been created

{ 10 ) fERrdI-NA?ION?he Partnership shall t'erminate upon the happening

of any of ihe follo'*ing events:tA) Upon the sale or transfer of Ehe last remain*

ing property, real or personal, held by the Partnership (ex-ceptastoanindividualorcorporatenominee}andtheelec-tion of lhe Partners nct to continue the Partnership as pro-

vided for in ArticLe 9.tB) The death, adjudication of insanity or incom-

petency, or bankruptcy of a Fartner and the election of the

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Eurviving Parlner not Eo continuelor in Article 8.

(C) December 31' 2058;{11} BpOKS AND RECORDS

the PartnershiP as Provided

(A}AtalltimesduringthecontinuanceofthePartnershipr the Partners shall cause to be kept fullr CoEl-plete and accurate books of account in shich shall be en-tered, fu1ly and accuratelyr each and every Eransaction ofthe PartnershiP

(B) All oi said boolts of account' together rcith anexecuted copy of the Partnership certificate and any amend-ilents theretor shal"L at all times be maintained at the Prin-cipalofficeofthePartnershipandshallbeoPentotheinspection and examination of the Partners'

{12) SANK ACCOUNTS

sited incounts as

(A) All iunds of the Partnership are to be dego-lhe Partaership name, in such bank account or ac-

be made as{13)

shall be designated by the Fartners'(B) i{ithdrar.rals f,rora any such bank account shalLdetermined bY Ehe Partners'

UPon the ternination ofof all of the PartnershiP PropertYFartnershiPr a ful1 account' of thethe PartnershiP shall be taken and

lhe PartnershiP' t,he saleor dissoLution of theassets and liabilities ofthe assets shall be ligui-

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dated as promPtly as possible and the proceeds thereof sha1lbe applied, excePt as otherrlise provided herein, as follows:

(A}gothepaymentofa].ldebtsandliabilitiesofthe Partnership and the expenses of liguidation.

tBl fhe balance to the Partners as provided inArticle 5 for distributions-

( 1A I I'TSCELLANEOUSThis Agreement contains the entire understanding

hetween the parties and supersedes any prior understandinEsand agreernnts among thera respecting the crithin subject mat-ter. There are nO rePl'esentations, agreements, arrangementsor understandings, oral or '*ri"iten, bet'*een or among iheparties hereto, relating to the subject matter of this Agree-ment yhich are not fulIy expressed herein. This Agreernentmay not be modified, amended or changeC in any respect exceptby an inst:'ument in trriting signed by the parties hereto.

?hisAgreement,anymodificationoramendmentthereof, may be executed in any nuruber Of counterparts' eachof shj.ch shall be deemed to be an original and a1l of '*hichsha11 be deemed to cOnstitute one and the same instrument'

This AgreernenE sha1l be binding upan the signa-tories theretor Lheir heirs, successors and assigns'

This Agreement shall be governed by and construedin aCcOrdance wiEh the l-a,*s of the State of Ne'rr York.

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IN !{rrNESS trgEREoF, the parties hereto have hereunto settheir hands and seals as of the day and year first abovewri. t ten.

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-"iit.* c$-Lr--I A.LLAN EAY}TES

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1 [ .EENRY lJ.t coggll

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