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$46	Preview Full Doc	2003	Operating Agreement Operating Agreement (117K) Doc #257365: Click preview link for longer preview. OPERATING AGREEMENT OF SCOTTSDALE THOMPSON PEAK, LLC TABLE OF CONTENTS PAGE ARTICLE I DEFINITIONS.....................................................1 1.1 Definitions.....................................................1 ARTICLE II FORMATION OF THE LIMITED LIABILITY COMPANY......................5 2.1 General.......................... . . . 257365	Stratford Stratford American Corp. ( Real Estate ) As referenced in this Operating Agreement: STRATFORD AMERICAN CORP – iv) {PAGE} OPERATING AGREEMENT OF SCOTTSDALE THOMPSON PEAK, LLC THIS OPERATING AGREEMENT (this "AGREEMENT"), is entered into on __________, 2002, by and among STRATFORD AMERICAN CORP ORATION, an Arizona Corporation ("STRATFORD"), GOLDEN GATE APARTMENTS, LTD., L.P., a California Limited Partnership ("GOLDEN GATE"), AURIGA PROPERTIES, INC., an Arizona Corporation (" _____________ Stratford American Corp – AGREEMENT" means the written agreement now or hereafter entered into between the Manager and the Company to manage the Company Property. "MANAGER" means Stratford American Corp oration, an Arizona Corporation. "MEMBER" means (a) the Initial Members until such time, if any, that any such Person becomes a Withdrawn Member, ( _____________ Stratford American Corp – execution below, each of the undersigned agrees to the terms and provisions of this Operating Agreement for Scottsdale Thompson Peak, LLC. 27 {PAGE} Stratford American Corp oration, an Arizona Corporation, as Manager and Member By: -------------------------------------- Mel L. Shultz, President GOLDEN GATE APARTMENTS, LTD., L.P., a California Limited Partnership _____________ Stratford American Corp – MEMBERS AND CAPITAL CONTRIBUTIONS INITIAL MEMBERS {TABLE} {CAPTION} NET VALUE OF PROPERTY MEMBER NAME & ADDRESS PROPERTY CONTRIBUTED CONTRIBUTED UNITS --------------------- -------------------- ----------- ----- {S} {C} {C} {C} Stratford American Corp oration 80% undivided tenancy in common $750,000.00 8,000 2400 E. Arizona Biltmore Circle interest in the Company Property, Building 2, _____________ dt 131847 ;	Stratford Stratford American Corp. ( Real Estate ) As referenced in this Operating Agreement: STRATFORD AMERICAN CORP – iv) {PAGE} OPERATING AGREEMENT OF SCOTTSDALE THOMPSON PEAK, LLC THIS OPERATING AGREEMENT (this "AGREEMENT"), is entered into on __________, 2002, by and among STRATFORD AMERICAN CORP ORATION, an Arizona Corporation ("STRATFORD"), GOLDEN GATE APARTMENTS, LTD., L.P., a California Limited Partnership ("GOLDEN GATE"), AURIGA PROPERTIES, INC., an Arizona Corporation (" _____________ Stratford American Corp – AGREEMENT" means the written agreement now or hereafter entered into between the Manager and the Company to manage the Company Property. "MANAGER" means Stratford American Corp oration, an Arizona Corporation. "MEMBER" means (a) the Initial Members until such time, if any, that any such Person becomes a Withdrawn Member, ( _____________ Stratford American Corp – execution below, each of the undersigned agrees to the terms and provisions of this Operating Agreement for Scottsdale Thompson Peak, LLC. 27 {PAGE} Stratford American Corp oration, an Arizona Corporation, as Manager and Member By: -------------------------------------- Mel L. Shultz, President GOLDEN GATE APARTMENTS, LTD., L.P., a California Limited Partnership _____________ Stratford American Corp – MEMBERS AND CAPITAL CONTRIBUTIONS INITIAL MEMBERS {TABLE} {CAPTION} NET VALUE OF PROPERTY MEMBER NAME & ADDRESS PROPERTY CONTRIBUTED CONTRIBUTED UNITS --------------------- -------------------- ----------- ----- {S} {C} {C} {C} Stratford American Corp oration 80% undivided tenancy in common $750,000.00 8,000 2400 E. Arizona Biltmore Circle interest in the Company Property, Building 2, _____________ dt 131866
$49	Preview Full Doc	2001	Operating Agreement Operating Agreement (60K) Doc #257380: Click preview link for longer preview. OPERATING AGREEMENT OF TRIWAY LAND INVESTORS, LLC This Operating Agreement is between DVI Raintree, LLC, an Arizona limited liability company ("Diamond"), Stratford American Corporation, an Arizona corporation ("Stratford," and together with Diamond, the "Investors"), and Colonial Raintree, L.L.C., an Arizona limited liability company ("Colonial"), as Members, and Colonial as the manager of the Company (the "Manager") . . . 257380	Stratford Stratford American Corp. ( Real Estate ) As referenced in this Operating Agreement: Stratford American Corp – 10.14 OPERATING AGREEMENT OF TRIWAY LAND INVESTORS, LLC This Operating Agreement is between DVI Raintree, LLC, an Arizona limited liability company ("Diamond"), Stratford American Corp oration, an Arizona corporation ("Stratford," and together with Diamond, the "Investors"), and Colonial Raintree, L.L.C., an Arizona limited liability company ("Colonial"), _____________ Stratford American Corp – October 26, 2000. DVI Raintree, LLC, an Arizona limited liability company By: Diamond Ventures, Inc., an Arizona corporation Its: Manager By: ------------------------------------ Its: President ----------------------------------- Stratford American Corp oration, an Arizona corporation By: /s/ Mel Shultz ------------------------------------ Its: President ----------------------------------- 16 {PAGE} Colonial Raintree, LLC, an Arizona limited liability company By: Colonial Development, _____________ Stratford American Corp – SCHEDULE 1 MEMBERS' PARTICIPATION PERCENTAGES Participation Member Address Percentage ------ ------- ---------- DVI Raintree, LLC 2200 East River Road 52.5% Suite 115 Tucson, Arizona 85718 Stratford American Corp oration 2400 East Arizona Biltmore 17.5% Circle, Suite 1270 Phoenix, Arizona 85016 Colonial Raintree,, L.L.C. c/o Colonial Development 30% _____________ Stratford American Corp – company. 26. "Members" shall mean Colonial Raintree, L.L.C., an Arizona limited liability company, DVI Raintree, an Arizona limited liability company, and Stratford American Corp oration, an Arizona corporation. 2 {PAGE} 27. "Net Cash Flow" shall mean the gross cash proceeds from Company operations, sales or refinancing, less _____________ Stratford American Corp – United States Treasury Department under the Code, as amended. 39. "Sandys" shall have the meaning provided in recital C. 40. "Stratford" shall mean Stratford American Corp oration, an Arizona corporation. 41. "Taxable Year" shall mean the taxable year of the Company in accordance with the provisions of Section 706 _____________ dt 131861 ;	Stratford Stratford American Corp. ( Real Estate ) As referenced in this Operating Agreement: Stratford American Corp – 10.14 OPERATING AGREEMENT OF TRIWAY LAND INVESTORS, LLC This Operating Agreement is between DVI Raintree, LLC, an Arizona limited liability company ("Diamond"), Stratford American Corp oration, an Arizona corporation ("Stratford," and together with Diamond, the "Investors"), and Colonial Raintree, L.L.C., an Arizona limited liability company ("Colonial"), _____________ Stratford American Corp – October 26, 2000. DVI Raintree, LLC, an Arizona limited liability company By: Diamond Ventures, Inc., an Arizona corporation Its: Manager By: ------------------------------------ Its: President ----------------------------------- Stratford American Corp oration, an Arizona corporation By: /s/ Mel Shultz ------------------------------------ Its: President ----------------------------------- 16 {PAGE} Colonial Raintree, LLC, an Arizona limited liability company By: Colonial Development, _____________ Stratford American Corp – SCHEDULE 1 MEMBERS' PARTICIPATION PERCENTAGES Participation Member Address Percentage ------ ------- ---------- DVI Raintree, LLC 2200 East River Road 52.5% Suite 115 Tucson, Arizona 85718 Stratford American Corp oration 2400 East Arizona Biltmore 17.5% Circle, Suite 1270 Phoenix, Arizona 85016 Colonial Raintree,, L.L.C. c/o Colonial Development 30% _____________ Stratford American Corp – company. 26. "Members" shall mean Colonial Raintree, L.L.C., an Arizona limited liability company, DVI Raintree, an Arizona limited liability company, and Stratford American Corp oration, an Arizona corporation. 2 {PAGE} 27. "Net Cash Flow" shall mean the gross cash proceeds from Company operations, sales or refinancing, less _____________ Stratford American Corp – United States Treasury Department under the Code, as amended. 39. "Sandys" shall have the meaning provided in recital C. 40. "Stratford" shall mean Stratford American Corp oration, an Arizona corporation. 41. "Taxable Year" shall mean the taxable year of the Company in accordance with the provisions of Section 706 _____________ dt 131880
$37	Full Doc	2004	Liability Company Operating Agreement Liability Company Operating Agreement (11K) Doc #260152: This document is immediately available for purchase, but does not have a preview available for viewing. 260152	Wellsford Wellsford Real Properties Inc. ( Real Estate )
$99	Preview Full Doc	2002	Operating Agreement Operating Agreement (244K) Doc #260175: Click preview link for longer preview. TABLE OF CONTENTS ----------------- Page ---- ARTICLE 1 - DEFINITIONS..................................................... 1 ARTICLE 2 - FORMATION OF COMPANY............................................ 14 2.1 Formation............................................ 14 2.2 Name................................................. 14 . . . 260175	Wellsford Wellsford Real Properties Inc. ( Real Estate )
$87	Preview Full Doc	2002	Operating Agreement Operating Agreement (243K) Doc #260184: Click preview link for longer preview. TABLE OF CONTENTS Page ---- ARTICLE 1- DEFINITIONS.........................................................1 ARTICLE 2-FORMATION OF COMPANY................................................13 2.1 Formation.........................................................13 2.2 Name..............................................................13 2.3 Principal Place of Business............. . . . 260184	Wellsford Wellsford Real Properties Inc. ( Real Estate ) As referenced in this Operating Agreement: Wellsford Real Properties, – be amended. (oooo) "Total Budgeted Development Costs" means the Total Development Costs as shown on the Final Project Budget. (pppp) "WRP" shall mean Wellsford Real Properties, Inc., a Delaware corporation. (qqqq) "WPHC" means Wellsford Park Highlands Corp., a Colorado corporation. 2 FORMATION OF COMPANY 2.1 FORMATION. On _____________ Wellsford Real Properties, – in this Agreement or such other address of which such Person has notified the Company and all of the Members. WPHC: c/o Wellsford Real Properties, Inc. 1623 Blake Street, Suite 270 Denver, Colorado 80202 Attention: David M. Strong Facsimile No. (303) 534-4398 with copies to: Lynda _____________ WELLSFORD REAL PROPERTIES, – Colorado corporation. WITNESS my hand and official seal. My commission expires: 11/25/2001 /s/ ------------------------------------------ Notary Public {PAGE} GUARANTY By its execution hereof, WELLSFORD REAL PROPERTIES, INC., a Colorado corporation ("WRP"), hereby guarantees to Al Feld ("Feld") that Wellsford Park Highlands Corp., a Colorado corporation, shall timely and _____________ WELLSFORD REAL PROPERTIES, – shall be governed by and construed in accordance with the laws of the State of Colorado. {PAGE} EXECUTED as of December 16, 1998. WELLSFORD REAL PROPERTIES, INC., a Delaware corporation By: /s/ David M. Strong ----------------------- David M. Strong, Vice President STATE OF COLORADO ) ) ss. CITY AND COUNTY OF _____________ Wellsford Real Properties, – OF DENVER ) The foregoing guaranty was acknowledged before me this 16th day of December, 1998 by David M. Strong, as Vice President of Wellsford Real Properties, Inc., a Delaware corporation. WITNESS my hand and official seal. My commission expires: 11/25/01 /s/ ------------------------------------------ Notary Public {PAGE} EXHIBITS EXHIBIT _____________ dt 134100
$88	Preview Full Doc	2002	Operating Agreement Operating Agreement (248K) Doc #260188: Click preview link for longer preview. TABLE OF CONTENTS Page ---- 1 DEFINITIONS..............................................................................................1 2 FORMATION OF COMPANY....................................................................................13 2.1 Formation...... . . . 260188	Wellsford Wellsford Real Properties Inc. ( Real Estate ) As referenced in this Operating Agreement: Wellsford Real Properties, – be amended. (oooo) "Total Budgeted Development Costs" means the Total Development Costs as shown on the Final Project Budget. (pppp) "WRP" shall mean Wellsford Real Properties, Inc., a Delaware corporation. (qqqq) "WPHC" means Wellsford Park Highlands Corp., a Colorado corporation. 2 FORMATION OF COMPANY 2.1 FORMATION. On _____________ Wellsford Real Properties, – in this Agreement or such other address of which such Person has notified the Company and all of the Members. WPHC: c/o Wellsford Real Properties, Inc. 1623 Blake Street, Suite 270 Denver, Colorado 80202 Attention: David M. Strong Facsimile No. (303) 534-4398 with copies to: Lynda _____________ WELLSFORD REAL PROPERTIES, – my hand and official seal. My commission expires: September 6,2002 /s/ Susan M. Messenger ------------------------------------------ Notary Public {PAGE} GUARANTY By its execution hereof, WELLSFORD REAL PROPERTIES, INC., a Colorado corporation ("WRP"), hereby guarantees to Al Feld ("Feld") that Wellsford Park Highlands Corp., a Colorado corporation, shall timely and _____________ WELLSFORD REAL PROPERTIES, – shall be governed by and construed in accordance with the laws of the State of Colorado. {PAGE} EXECUTED as of January 5, 1999. WELLSFORD REAL PROPERTIES, INC., a Delaware corporation By: /s/ David M. Strong ------------------------------- David M. Strong, Vice President STATE OF COLORADO ) ) ss. CITY AND COUNTY OF _____________ Wellsford Real Properties, – OF DENVER ) The foregoing guaranty was acknowledged before me this 21st day of January, 2000, by David M. Strong, as Vice President of Wellsford Real Properties, Inc., a Delaware corporation. WITNESS my hand and official seal. My commission expires: September 6, 2002 /s/ Susan M. Messenger ------------------------------------------ Notary Public { _____________ dt 134103
$68	Preview Full Doc	2002	Operating Agreement [Amended and Restated] Operating Agreement [Amended and Restated] (285K) Doc #261306: Click preview link for longer preview. AMENDED AND RESTATED OPERATING AGREEMENT OF 919 JV LLC By and Between Metropolitan Operating Partnership, L.P., Metropolitan 919 Manager LLC and New York State Teachers' Retirement System Dated as of December 21, 2001 {PAGE} {TABLE} {CAPTION} TABLE OF CONTENTS Page {S} {C} ARTICLE I DEFINITIONS...........................................................................2 ARTICLE II FILING; NAME; PLACE OF BUSINESS......................................................20 2.01 Filing.................................................................................20 2.02 Name of LLC............................................................................20 2.03 Place of Business......................................................................20 2.04 Registered Office and Registered Agent.................................................20 ARTICLE III PURPOSES, POWERS AND TERM OF LLC....................................................20 3.01 Purposes...............................................................................20 3.02 Powers.................................................................................20 3.03 Term of LLC............................................................................21 ARTICLE IV APPORTIONMENTS.......................................................................21 4.01 Apportionments.........................................................................21 ARTICLE V CAPITAL...............................................................................24 5.01 Deemed Capital Contributions...........................................................24 5.02 Additional Contributions; Shortfall Loans..............................................24 5.03 Liability of Members...................................................................26 5.04 Return of Capital......................................................................26 ARTICLE VI ALLOCATION OF PROFITS AND LOSSES; DISTRIBUTIONS.......................................26 6.01 Capital Accounts.......................................................................26 6.02 Allocation of Net Income or Net Loss...................................................27 6.03 Special Allocations....................................................................28 6.04 Tax Allocations; Allocation of Income and Loss.........................................28 6.05 Distributions of Net Ordinary Cash Flow and Net Extraordinary Cash Flow................29 6.06 Compliance with the Fractions Rule.....................................................31 6.07 Withholding Taxes......................................................................31 ARTICLE VII MANAGEMENT...........................................................................31 7.01 Managing Member........................................................................31 {PAGE} 7.02 Management Committee...................................................................34 7.03 Major Decisions........................................................................35 7.04 Goods and Services from Affiliates/Enforcement.........................................39 7.05 The Business Plan......................................................................40 7.06 Other Activities of Members............................................................42 7.07 Property Management....................................................................42 7.08 Group Members..........................................................................42 ARTICLE VIII BANK ACCOUNTS; BOOKS AND RECORDS; STATEMENTS; TAXES; FISCAL YEAR...................43 8.01 Books of Account......................................................................43 8.02 Fiscal Year...........................................................................43 8.03 Bank Accounts.........................................................................43 8.04 Financial Statements..................................................................44 8.05 Tax Returns; Tax Matters Partner......................................................44 8.06 Communications........................................................................45 8.07 Partnership...........................................................................45 ARTICLE IX TRANSFERS OF INTERESTS; RIGHT OF FIRST REFUSAL; PLEDGES...............................45 9.01 Restrictions on Transfers of LLC Interests.............................................45 9.02 Right of First Offer...................................................................46 9.03 Conditions Applicable to All Transfers.................................................50 9.04 Admission of Transferee................................................................51 9.05 Pledge of Interest.....................................................................51 9.06 Special Transfer Provisions Applicable to Reckson......................................52 9.07 Compliance with Mortgage Loans.........................................................56 ARTICLE X SALE OF PROPERTY; BUY/SELL ARRANGEMENTS................................................56 10.01 Sale of Property to Third Parties......................................................56 10.02 Buy-Sell Arrangements..................................................................59 10.03 Purchase of Ground Leased Parcel.......................................................63 ARTICLE XI DISSOLUTION AND LIQUIDATION............................................................63 -ii- {PAGE} 11.01 Events Causing Dissolution............................................................63 11.02 Right to Continue Business of the LLC.................................................63 11.03 Distributions Upon Dissolution........................................................64 ARTICLE XII RECOURSE OBLIGATIONS..................................................................64 12.01 Goldman Recourse Obligations..........................................................64 12.02 Optional Recourse Obligations.........................................................66 12.03 Release and Substitution of Recourse Obligations......................................66 ARTICLE XIII REPRESENTATIONS AND WARRANTIES.......................................................66 13.01 Representations and Warranties........................................................66 ARTICLE XIV MISCELLANEOUS PROVISIONS.............................................................72 14.01 Compliance with LLC Act.............................................................72 14.02 Additional Actions and Documents....................................................72 14.03 Notices.............................................................................72 14.04 Expenses............................................................................75 14.05 Obligations Are Without Recourse....................................................75 14.06 Time of the Essence.................................................................76 14.07 Ownership of LLC Assets.............................................................76 14.08 Status Reports......................................................................76 14.09 Survival............................................................................77 14.10 Waivers.............................................................................77 14.11 Exercise of Rights..................................................................77 14.12 Binding Effect......................................................................77 14.13 Limitation on Benefits of this Agreement............................................77 14.14 Severability........................................................................78 14.15 Amendment Procedure.................................................................78 14.16 Entire Agreement....................................................................78 14.17 Headings............................................................................78 14.18 Governing Law.......................................................................78 14.19 Execution in Counterparts...........................................................78 14.20 Consents and Approvals..............................................................78 14.21 Brokerage...........................................................................78 14.22 Indemnification.....................................................................79 14.23 Business Day Extension..............................................................80 14.24 Consent to Jurisdiction; Choice of Forum............................................80 14.25 No Presumption......................................................................81 14.26 Confidentiality.....................................................................81 14.27 Lender's Rights.....................................................................81 14.28 Lower Tier Actions..................................................................81 14.29 Art Work............................................................................82 14.30 Signage.............................................................................82 - iii - {PAGE} ARTICLE XV ARBITRATION...........................................................................82 ARTICLE XVI 919 MEMBER LLC........................................................................83 {/TABLE} - iv - {PAGE} AMENDED AND RESTATED OPERATING AGREEMENT OF 919 JV LLC THIS AMENDED AND RESTATED OPERATING AGREEMENT of 919 JV LLC (the "LLC") is entered into as of December 21, 2001, between METROPOLITAN OPERATING PARTNERSHIP, L.P., a Delaware limited partnership having an office c/o Reckson Associates, 225 Broadhollow Road, Melville, New York 11747 (together with its permitted successors and assigns, "MOP"), METROPOLITAN 919 MANAGER LLC, a Delaware limited liability company having an office c/o Reckson Associates, 225 Broadhollow Road, Melville, New York 11747 (together with its permitted successors and assigns, "Metro919") and NEW YORK STATE TEACHERS' RETIREMENT SYSTEM, a public pension system created and existing pursuant to Article 11 of the Education Law of the State of New York and having powers and privileges of a corporation pursuant to Section 502 thereof, having an address at 10 Corporate Woods Drive, Albany, New York 12211-2395 (together with its permitted successors and assigns, "NYSTRS"). MOP, Metro919 and NYSTRS shall hereinafter collectively be referred to as the "Members". All capitalized terms not defined in the recitals below shall have the meanings ascribed to them in Article I of this Agreement. WHEREAS, the LLC was formed pursuant to the filing of a Certificate of Formation (as the same may be amended from time to time, the "Certificate") on December 7, 2001 and MOP and Metro919 (collectively, "Original Members") entered into that certain Limited Liability Company Agreement (the "Original LLC Agreement") made as of December 17, 2001 to govern the operation, management and affairs of the LLC and the relationship between the Original Members. Pursuant to the Original LLC Agreement, the percentage interests of the Original Members were as follows: MOP-56.9236% and Metro919 - 43.0764%. WHEREAS, the LLC is the holder of membership interests in the following entities: (i) Metropolitan 919 3rd Avenue LLC, a Delaware limited liability company (the "Property Owner") which owns certain fee and ground leasehold interests (which interests are more particularly described in the Property Owner LLC Agreement) in the Land and the Building (collectively, the "Property"); (ii) 919 Third Avenue LLC, a Delaware limited liability company ("Third Avenue LLC"); and (iii) Metropolitan 919 MM LLC, a Delaware limited liability company ("MM LLC"; Property Owner, MM LLC and Third Avenue LLC are collectively, the "Lower Tier Entities"). MM LLC and Third Avenue LLC own an interest in Property Owner as described in the Property Owner LLC Agreement. WHEREAS, as of the date hereof, pursuant to a certain Assignment and Admission Agreement between MOP and NYSTRS, MOP has assigned to NYSTRS an Interest in the LLC which has the Initial Percentage Interest and the rights and obligations set forth herein in exchange for $98,415,860.01. {PAGE} WHEREAS, as a result of the foregoing, NYSTRS is being admitted as a Member of the LLC as of the date hereof with a 49% Percentage Interest. In order to reflect the foregoing and to reflect the agreement of the parties to the foregoing and the other matters set forth below, the parties hereby amend and restate the Original LLC Agreement as follows: ARTICLE I DEFINITIONS Unless otherwise specified, all references herein to Articles or Sections are to Articles or Sections of this Agreement. Unless the context otherwise specifies or requires, capitalized terms used herein shall apply equally to both the singular and the plural forms of such capitalized terms and shall have the following respective meanings: 2nd Anniversary Date: As defined in Section 10.02(a). 919 Member LLC Agreement: That certain Operating Agreement of 919 Member LLC by and among 919 Third Avenue Associates L.P., 919 Fee Associates L.P. and Metro919. 2002 Business Plan: As defined in Section 7.05(f). Adjusted Capital Account: Means, with respect to a Member, the balance in the Member's Capital Account increased by (i) the Member's share of "partnership minimum gain" and "partner nonrecourse minimum gain" as defined in the Regulations under Section 704(b) of the Code and (ii) the amount of any cash and the fair market value of any property the Member would be required to contribute to the LLC upon a deemed liquidation of the LLC under Section 6.02, including pursuant to any deficit restoration obligation as defined in Regulations Section 1.704-1(b)(2)(ii)(b)(3) and Section 1.704-1(b)(2)(ii)(c). Affiliate: When used with reference to a specified Person, means any other Person that (a) directly or indirectly through one or more intermediaries controls or is controlled by or is under common control with the specified Person, (b) is a general partner or managing member of (i) the Person in question, (ii) any general partner or managing member of the Person in question or (iii) any other Person described in clause (a) above with respect to the Person in question or (c) owns, is owned by, directly or indirectly, or is under common ownership with, directly or indirectly, 25% or more of the equity interests of the specified Person. For purposes of this definition of "Affiliate" the term "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities or similar ownership interests, by contract or otherwise. Notwithstanding the foregoing, neither the Reckson Members nor the NYSTRS Members shall be deemed to be Affiliates of any Applicable Entity. Affiliate Agreement: As defined in Section 7.04(b). -2- {PAGE} Affiliate Agreement Summary: As defined in Section 7.04(a). Agreement: This Amended and Restated Operating Agreement, as it may be further amended or supplemented from time to time. Annual Report: As defined in Section 8.04(a). Applicable Entities: The LLC, MM LLC, Third Avenue LLC and the Property Owner, individually or collectively. Applicable Interest: As defined in Section 9.02(a)(i). Applicable Loan Documents: the documents governing each Applicable Loan. Applicable Loans: Means, collectively (a) the Goldman Loan and (b) other indebtedness now or hereafter entered into by any Applicable Entity which may be (x) unsecured, or (y) secured by (I) a mortgage lien on the Property (collectively, with the Goldman Loan, the "Mortgage Loans") and/or (II) the membership interests of one or more Applicable Entities. Approved Agent: Means, subject to the last four sentences of this definition, Insignia/ESG, Inc., Cushman & Wakefield, Inc., CB Richard Ellis, Jones Lang LaSalle, Colliers ABR and Hines Interests Limited Partnership (and their respective successors) (collectively, the "Initial Agents"). In the event that less than three of the above Persons shall (i) be in existence at the time in question, (ii) be managing Class A commercial space in Manhattan or (iii) cease to be an "Approved Agent" under the penultimate sentence of this paragraph an "Approved Agent" shall be any of the remaining Initial Agents, plus the next largest managing agents that are not Competitors such that the list of Approved Agents shall always consist of at least 3 agents. The largest managing agents shall be determined by the amount of Class A office space managed in Manhattan at such time. The parties acknowledge that one or more of the Initial Agents may currently be a "Competitor". Notwithstanding the foregoing, so long as 75% or more of the space managed by an Initial Agent is not contained in Agent-Owned Buildings, each such Initial Agent shall be deemed to be an Approved Agent. An "Agent-Owned Building" is a building in which more than 7 1/2% of the direct or indirect ownership interests are held by an Initial Agent or its Affiliates. Bank Account: As defined in Section 8.03. Bankrupt: A Person shall be deemed "Bankrupt" upon, (i) the entry of a final, nonappealable decree or order for relief of the Person by a court of competent jurisdiction in any involuntary case involving the Person under any bankruptcy, insolvency or other similar law now or hereafter in effect; (ii) the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator or other similar agent for the Person or for all or substantially all of the Person's assets or property which appointment is not discharged within 90 days; (iii) the ordering of the winding up or liquidation of the Person's affairs (in connection with an insolvency or bankruptcy); (iv) the filing with respect to the Person of a petition in any such involuntary bankruptcy case, which petition remains undismissed for a period of 90 days; (v) the commencement by the Person -3- {PAGE} of a voluntary case under any bankruptcy, insolvency or other similar law now or hereafter in effect; (vi) the consent by the Person to the entry of an order for relief in an involuntary case under any such law or to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar agent for the Person or for all or substantially all of the Person's assets or property; (vii) the making by the Person of any general assignment for the benefit of creditors; or (viii) the admission in writing by the Person of its inability to pay its debts as such debts become due. Binding Commitment Notice: As defined in Section 9.02(a)(i)(B). Binding Commitment Period: As defined in Section 9.02(a)(i)(B). Binding Property Notice: As defined in Section 10.01(a). Book Value: Means, with respect to any LLC Asset, the asset's adjusted basis for federal income tax purposes, except that, in accordance with the rules set forth in Regulations Section 1.704-1(b)(iv): (a) The initial Book Value of the assets of the LLC as of the date of their contribution or deemed contribution shall be their respective gross fair market values at such time as reasonably determined by the Managing Member; (b) The Book Value of any asset distributed or deemed distributed by the LLC to any Member shall be adjusted immediately prior to such distribution to equal its gross fair market value at such time as reasonably determined by the Managing Member; (c) The Book Values of all LLC assets may be adjusted in the discretion of the Managing Member to equal their respective gross fair market values, as reasonably determined by the Managing Member, as of the following 261306	C&W Cushman & Wakefield, Inc. ( Real Estate ) As referenced in this Operating Agreement [Amended and Restated]: Cushman & Wakefield, Inc – the "Mortgage Loans") and/or (II) the membership interests of one or more Applicable Entities. Approved Agent: Means, subject to the last four sentences of this definition, Insignia/ESG, Inc., Cushman & Wakefield, Inc ., CB Richard Ellis, Jones Lang LaSalle, Colliers ABR and Hines Interests Limited Partnership (and their respective successors) (collectively, the "Initial Agents"). In the event that less than three of _____________ dt 1360771 ; Reckson Reckson Associates Realty Corp. ( Real Estate ) As referenced in this Operating Agreement [Amended and Restated]: Reckson Associates Realty Corp – if Reckson Associates becomes a subsidiary of another Person as a result of such Transaction, the Ultimate Parent of Reckson Associates. Reckson Associates: Reckson Associates Realty Corp . or, subject to the provisions of Section 9.06(a)(ii), any successor thereto by merger or acquisition of all or substantially _____________ dt 143910 ;	Fried Frank Fried, Frank, Harris, Shriver & Jacobson ( Legal ) As referenced in this Operating Agreement [Amended and Restated]: Fried, Frank – the Americas Suite 901 New York, New York 10019 Attention: Philip M. Waterman III Telephone: (212) 715-6522 Telecopier: (212) 715-6535 and Fried, Frank , Harris, Shriver & Jacobson One New York Plaza New York, New York 10038 Attention: Joshua Mermelstein, Esq. Telephone: (212) 859-8137 Telecopier: (212) _____________ Fried, Frank – the Americas Suite 901 New York, New York 10019 Attention: Philip M. Waterman III Telephone: (212) 715-6522 Telecopier: (212) 715-6535 and Fried, Frank , Harris, Shriver & Jacobson One New York Plaza New York, New York 10038 Attention: Joshua Mermelstein, Esq. Telephone: (212) 859-8137 Telecopier: (212) _____________ dt 138446
$85	Preview Full Doc	2000	Operating Agreement Operating Agreement (262K) Doc #261342: Click preview link for longer preview. OPERATING AGREEMENT OF RT TRI-STATE LLC THIS OPERATING AGREEMENT is entered into as of September 28, 2000, between Reckson Tri-State Member LLC, a Delaware limited liability company (together with its permitted successors and assigns, "Reckson") and TIAA Tri-State LLC, a Delaware limited liability company (together with its permitted successors and assigns, "TIAA LLC"). Reckson and TIAA LLC shall hereinafter collectively be referred to as the . . . 261342	FrontLine FrontLine Capital Group As referenced in this Operating Agreement: Frontline Capital Group – LLC or the Property Owners to enter into agreements or other arrangements for the furnishing to the LLC of goods or services with Frontline Capital Group LLC ("Frontline") or any entity in which Frontline has a direct or indirect investment or any Person who is an Affiliate of the _____________ dt 236512 ; FrontLine FrontLine Capital Group ( Real Estate Agents & Managers ) As referenced in this Operating Agreement: Frontline Capital Group – LLC or the Property Owners to enter into agreements or other arrangements for the furnishing to the LLC of goods or services with Frontline Capital Group LLC ("Frontline") or any entity in which Frontline has a direct or indirect investment or any Person who is an Affiliate of the _____________ dt 236512 ;	Reckson Reckson Associates Realty Corp. ( Real Estate ) As referenced in this Operating Agreement: Reckson Associates Realty Corp – this Agreement. Reckson Amount: As defined in Section 9.06(a)(ii)(A). Reckson Artwork: As defined in Section 13.32. Reckson Associates: Reckson Associates Realty Corp . or, subject to the provisions of Section 9.06(a)(ii), any successor thereto by merger or acquisition of all or substantially _____________ Reckson Associates Realty Corp – of such transfer. 2.03 Place of Business The location of the principal place of business of the LLC shall be c/o Reckson Associates Realty Corp ., 225 Broadhollow Road, Melville, New York 11747. The principal place of business of the LLC shall be changed to such other place _____________ Reckson Associates Realty Corp – transmission (with a copy simultaneously delivered by one of the other permitted methods of delivery), addressed as follows: (a) To Reckson: c/o Reckson Associates Realty Corp . 225 Broadhollow Road Melville, New York 11747 Attention: Jason Barnett, Esq. with a copy to: Fried, Frank, Harris, Shriver & Jacobson One New _____________ Reckson Associates Realty Corp – their behalf as of the day and year first hereinabove set forth. RECKSON TRI-STATE MEMBER LLC Reckson Operating Partnership, L.P. By: Reckson Associates Realty Corp ., its general partner By:__________________________ Name: Title: Tax Identification Number: 11-3233647 TIAA TRI-STATE LLC By: Teachers Insurance And Annuity Association, _____________ dt 143942 ; Debevoise Debevoise & Plimpton ( Legal ) As referenced in this Operating Agreement: Debevoise & Plimpton – shall occur if the applicable Change in Control would, in the opinion of outside counsel to TIAA LLC (which outside counsel shall be Debevoise & Plimpton (or another firm reasonably acceptable to Reckson)), (i) cause the LLC to be deemed to hold "plan assets" within the meaning of _____________ dt 136086
$64	Preview Full Doc	2002	Operating Agreement Operating Agreement (152K) Doc #262074: Click preview link for longer preview. OPERATING AGREEMENT OF MONTAUK BATTERY REALTY, LLC {PAGE} GLOSSARY OF TERMS "AAA" shall have the meaning ascribed to it in Section 8.3(e). "ACQUIRED ENTITY" shall have the meaning ascribed to it in Section 8.3(h) hereof. "AFFILIATE" shall have the meaning ascribed to it in Section 6.3(c) hereof. "AGREED VALUE" shall have the meaning ascribed to it in Section 15.2 hereof. "APPRAISED VALUE" shall have the meaning ascribed to it in Section 8.3(e) hereof. "APPROVALS" shall have the meaning ascribed to it in the Recitals. "B&H" shall have the meaning ascribed to it in the Recitals. "BA" shall have the meaning ascribed to it in the Recitals. "BANKRUPT MEMBER" shall have the meaning ascribed to it in Section 15.4 hereof. "BOARD" shall have the meaning ascribed to it in the Recitals. "BODIES" shall have the meaning ascribed to it in Section 19.8 hereof. "BUDGETS" shall have the meaning ascribed to it in Section 8.3(a) hereof. "BURR III" shall have the meaning ascribed to it in the Recitals. "CAPITAL PERCENTAGE INTEREST" shall have the meaning ascribed to it in Section 6.1 hereof. "CERTIFICATE" shall have the meaning ascribed to it in Section 15.2 hereof. "CHANGE IN CONTROL" shall have the meaning ascribed to it in Section 13.1 hereof. "CHIEF EXECUTIVE OFFICER" shall have the meaning ascribed to it in the Recitals. "CODE" shall have the meaning ascribed to it in Section 6.2 hereof. "COMPANY" shall have the meaning ascribed to it in the Recitals. i {PAGE} "COMPANY VALUATION" shall have the meaning ascribed to it in Section 15.2 hereof. "CONVERSION RIGHT" shall have the meaning ascribed to it in Section 14.6 hereof. "COVENANT PERIOD" shall have the meaning ascribed to it in Section 18 hereof. "CUSANO" shall have the meaning ascribed to it in the Recitals. "DECEASED SHAREHOLDER" shall have the meaning ascribed to it in Section 15.1 hereof. "DISPOSITION" shall have the meaning ascribed to it in Section 13.1 hereof. "DIVISION" shall have the meaning ascribed to it in Section 8.2 hereof. "DTHY" shall have the meaning ascribed to it in the preface. "ERISA" shall have the meaning ascribed to it in Section 19.14 hereof. "EXERCISE NOTICE" shall have the meaning ascribed to it in Section 14.2 hereof. "FINANCIAL STATEMENTS" shall have the meaning ascribed to it in Section 19.10 hereof. "FRANCHISE NOTE" shall have the meaning ascribed to it in Section 13.1 hereof. "HAMPTONS" shall have the meaning ascribed to it in the Recitals. "HERMAN" shall have the meaning ascribed to it in the Preface. "HERMAN EMPLOYMENT AGREEMENT" shall have the meaning ascribed to it in Section 8.2 hereof. "HERMAN INSURANCE" shall have the meaning ascribed to it in Section 11 hereof. "JUSSAM" shall have the meaning ascribed to it in the Recitals. "LAMPEN" shall have the meaning ascribed to it in Section 8.1 hereof. ii {PAGE} "LIEN" shall have the meaning ascribed to it in Section 13.3 hereof. "LLCL" shall have the meaning ascribed to it in the Recitals. "LOAN AGREEMENT" shall have the meaning ascribed to it in Section 6.3(e) hereof. "LORBER" shall have the meaning ascribed to it in Section 8.1 hereof. "MANAGER" shall have the meaning ascribed to it in the Recitals. "MATERIAL/SERVICE AGREEMENTS" shall have the meaning ascribed to it in Section 19.17(a) hereof. "MEMBER(S)" shall have the meaning ascribed to it in the preface. "MEMBER LOAN(S)" shall have the meaning ascribed to it in Section 7.1 hereof. "NAME CHANGE" shall have the meaning ascribed to it in Section 13.1 hereof. "NEW VALLEY MORTGAGE" shall have the meaning ascribed to it in the Preface. "NEW VALLEY MORTGAGE UNRETURNED INITIAL CAPITAL CONTRIBUTIONS" shall have the meaning ascribed to it in Section 6.4 hereof. "NON-PURCHASING MEMBER" shall have the meaning ascribed to it in Section 14.2 hereof. "NOTICE OF INTENT TO SELL" shall have the meaning ascribed to it in Section 14.1 hereof. "NV" shall have the meaning ascribed to it in the preface. "NV UNRETURNED INITIAL CAPITAL CONTRIBUTIONS" shall have the meaning ascribed to it in Section 6.4 hereof. "OFFERED INTEREST" shall have the meaning ascribed to it in Section 14.1 hereof. "OFFERED SHARES" shall have the meaning ascribed to it in Section 14.1 hereof. iii {PAGE} "OFFEROR" shall have the meaning ascribed to it in Section 14.1 hereof. "PARENT" shall have the meaning ascribed to it in Section 13.1 hereof. "PARTNERSHIP" shall have the meaning ascribed to it in the Recitals. "PE" shall have the meaning ascribed to it in the Recitals. "PERMITS" shall have the meaning ascribed to it in Section 19.8 hereof. "PERSON" shall have the meaning ascribed to it in Section 13.4 hereof. "PREA" shall have the meaning ascribed to it in Section 8.4(d) hereof. "PREFERRED" shall have the meaning ascribed to it in the Recitals. "PREFSA" shall have the meaning ascribed do it in the Preface. "PREFSA RESTRICTED PERIOD" shall have the meaning ascribed to it in Section 18 hereof. "PREFSA UNRETURNED CAPITAL CONTRIBUTIONS" shall have the meaning ascribed to it in Section 6.4 hereof. "PROFITS OR LOSSES" shall have the meaning ascribed to it in Section 6.2 hereof. "PURCHASING MEMBER" shall have the meaning ascribed to it in Section 14.6 hereof. "RANGELEY" shall have the meaning ascribed to it in the Recitals. "REMAINING MEMBERS" shall have the meaning ascribed to it in Section 14.1 hereof. "RESERVES" shall have the meaning ascribed to it in Section 6.8 hereof. "RESTRICTED INDIVIDUAL" shall have the meaning ascribed to it in Section 18 hereof. iv {PAGE} "RESTRICTIVE PERIOD" shall have the meaning ascribed to it in Section 18 hereof. "SALE" shall have the meaning ascribed to it in Section 8.4(c) hereof. "SCHEDULED CONTRACTS" shall have the meaning ascribed to it in Section 19.17(c). "SECOND EXERCISE NOTICE" shall have the meaning ascribed to it in Section 14.2 hereof. "SELLING MEMBER" shall have the meaning ascribed to it in Section 14.1 hereof. "SELLING SHAREHOLDER" shall have the meaning ascribed to it in Section 14.1 hereof. "SHAREHOLDER(S)" shall have the meaning ascribed to it in Section 13.1 hereof. "SHARES" shall have the meaning ascribed to it in Section 13.1 hereof. "TAX DISTRIBUTION" shall have the meaning ascribed to it in Section 6.10 hereof. "TAX MATTERS MEMBER" shall have the meaning ascribed to it in Section 8.6 hereof. "TERMINATING DIVISION" shall have the meaning ascribed to it in Section 15.5 hereof. "THIRD PARTY" shall have the meaning ascribed to it in Section 17.2 hereof. "VALUATION DATE" shall have the meaning ascribed to it in Section 15.2 hereof. v {PAGE} OPERATING AGREEMENT OF MONTAUK BATTERY REALTY, LLC AGREEMENT, made as of the 17th day of December, 2002, among DTHY REALTY, INC., a New York corporation ("DTHY"), DOROTHY HERMAN ("Herman"), NEW VALLEY REAL ESTATE CORPORATION, a Delaware corporation ("NV"), NEW VALLEY MORTGAGE CORPORATION, a Delaware corporation ("New Valley Mortgage"), and THE PRUDENTIAL REAL ESTATE FINANCIAL SERVICES OF AMERICA, INC., a California corporation ("Prefsa") (DTHY, Herman, NV, New Valley Mortgage and Prefsa are also each individually referred to herein as a "Member" and collectively as the "Members"). W I T N E S S E T H: WHEREAS, B&H Associates ("B&H" or the "Partnership") is a New York partnership doing business as The Prudential Long Island Realty; WHEREAS, the Partnership may have previously been, or may hereafter be, converted to a New York limited liability company known as B&H Associates of NY, LLC, which in accordance with Section 1007 of the New York Limited Liability Company Law ("LLCL") is, in any event, the same entity that existed before the conversion and all references herein to "B&H" or the "Partnership" shall be deemed to apply to B&H Associates of NY, LLC; WHEREAS, DTHY, NV, Burr Affiliates, Inc., a New York corporation ("BA"), Rangeley Lakes Corp., a New York corporation ("Rangeley"), and Jussam Associates, LLC, a New York limited liability company ("Jussam"), were the former partners in B&H; WHEREAS, B&H of the Hamptons, LLC ("Hamptons") is a New York limited liability company; 1 {PAGE} WHEREAS, DTHY, NV, BA, Rangeley and Jussam were the former members of Hamptons; WHEREAS, PE Title Agency, LLC ("PE") is a New York limited liability company; WHEREAS, Herman, Carll S. Burr III ("Burr III") and Ralph Cusano ("Cusano") were the former members of PE; WHEREAS, Burr Enterprises, Ltd., a New York corporation d/b/a Preferred Empire Mortgage Company ("Preferred"), is a New York corporation engaged in the mortgage brokerage business; WHEREAS, Herman, Cusano, Burr III and New Valley Mortgage were the shareholders of Preferred; WHEREAS, simultaneous with the execution hereof, the Partnership is redeeming the interests of BA, Rangeley and Jussam in the Partnership; Hamptons is redeeming the interests of BA, Rangeley and Jussam in Hamptons; PE is redeeming the interests of Burr III and Cusano in PE; and Preferred is redeeming the interest of Burr III in Preferred; WHEREAS, Preferred and Cusano are parties to an agreement pursuant to which upon obtaining certain approvals from the New York State Banking Department (the "Approvals") Preferred will redeem the interest of Cusano in Preferred; WHEREAS, simultaneous with the execution hereof, Herman is selling her entire interest in PE to NV; WHEREAS, simultaneous with the execution hereof, DTHY is selling a portion of its interest in B&H to NV; 2 {PAGE} WHEREAS, simultaneous with the execution hereof, each of DTHY and NV are transferring their respective interests in each of the Partnership, Hamptons and PE to the Montauk Battery Realty, LLC (the "Company"); WHEREAS, simultaneous with the execution hereof, Herman and New Valley Mortgage are agreeing to convey their interests in Preferred to the Company upon obtaining the Approvals; WHEREAS, the Members desire to conduct business as members of a limited liability company pursuant to the laws of the State of New York; WHEREAS, the Members desire that the business and affairs of the Company and the Divisions shall generally be managed by a Board of Managers (the "Board") comprised of four (4) managers (each a "Manager" and, collectively, the "Managers"), except with respect to certain decisions set forth herein which the Board has determined shall be reserved to the Chief Executive Officer of the Company (the "Chief Executive Officer"), all as hereinafter described; WHEREAS, the Board desires that Herman shall be the Chief Executive Officer; NOW THEREFORE, in consideration of the mutual covenants, conditions and representations set forth herein, the parties hereto hereby agree as follows: 1. NAME. The name of the Company is Montauk Battery Realty, LLC. The Company may also do business under any other assumed name as the Board may select. The Members have caused, or will hereafter cause, to be filed with the Department of State of the State of New York the Articles of Organization for the Company and shall hereafter satisfy all other requirements of the LLCL to conduct the business of the Company in the State of New York. 3 {PAGE} 2. OFFICE. The principal office of the Company is 110 Walt Whitman Road, Huntington Station, New York 11746 or such other place or places as the Board shall hereafter designate. 3. BUSINESS. The business of the Company is to own all of the interests in B&H, Hamptons and PE. It is also contemplated that (i) the Company will own a majority interest in Preferred; (ii) B&H will operate a real estate brokerage business in Queens; and (iii) a new entity will be formed by the Company which will operate a real estate brokerage business in Brooklyn and Manhattan. The Company may also own interests in other entities to be formed in the future. The business of the Company shall also be to (i) enter, perform and carry out contracts or take action of any kind necessary to, in connection with, or incidental to the accomplishment of the foregoing, (ii) engage in any other lawful act or activity as the Board, by unanimous vote of the Managers, shall determine, and (iii) from time to time, to do any one or more of the things and acts set forth herein and any lawful act or activity for which companies may be formed under LLCL as the Board, by unanimous vote of the Managers, shall determine. 4. TERM. The term of the Company commenced upon the filing of the Articles of Organization and shall continue until terminated as hereinafter provided. 5. CAPITAL CONTRIBUTIONS. 5.1 The capital contributions to the Company required of each of the Members shall be as follows: (a) Upon execution hereof (i) DTHY and NV shall each contribute its respective interests in each of the Partnership and Hamptons to the Company, and (ii) NV shall contribute its interest in PE to the Company. Upon the receipt by Preferred of the Approvals, Herman and New Valley Mortgage shall contribute their respective interests in Preferred to the 4 {PAGE} Company. It is agreed that for the purpose of establishing capital account balances of the Members, the aggregate value of the contributions being made by DTHY and Herman pursuant to this Section 5.1(a) is $6,608,258 and that DTHY and Herman, collectively, shall receive a 40.01% interest in the Company as a result of such contribution. It is agreed that for the purpose of establishing capital account balances of the Members, the aggregate value of the contributions being made by NV and New Valley Mortgage pursuant to this Section 5.1(a) is $7,158,258 and that NV and New Valley Mortgage, collectively, shall receive a 43.34% interest in the Company as a result of such contribution. (b) Upon execution hereof, NV shall make a capital contribution of One Million One Hundred Thousand ($1,100,000) Dollars to the Company payable by bank check or wire transfer, in exchange for which NV shall receive a 6.66% interest in the Company. (c) Upon the execution hereof, Prefsa shall make a capital contribution of One Million Six Hundred Fifty Thousand ($1,650,000) Dollars to the Company payable by bank check or wire transfer, in exchange for which Prefsa shall receive an 9.99% interest in the Company. (d) After giving effect to the foregoing, each of the Members shall have an initial capital account in the Company as set forth on Schedule 5.1(d) attached hereto and made a part hereof. 5.2 An individual capital account shall be maintained for each Member in accordance with normal tax and accounting procedures. 5.3 Unless otherwise stated herein, no interest shall be paid by the Company on the capital contributions of the Members and no Member shall, except as otherwise provided herein, have the right to withdraw from the Company, or demand a refund or return of, its capital 5 {PAGE} contribution, or demand property other than cash. 5.4 The foregoing provisions and the other provisions of this Agreement relating to the maintenance of capital accounts are intended to comply with Treasury Regulation Section 1.704-1(b), and shall be interpreted and applied in a manner consistent with such Regulation. In the event the accountants for the Company shall determine that it is prudent to modify the manner in which the capital accounts, or any debits or credits thereto, are computed in order to comply with such Regulation, such modification may be made, provided that it is not likely to have a material effect on the amounts distributable to any Member pursuant to this Agreement. There shall be an adjustment to the amounts debited or credited to capital accounts with respect to (a) any property contributed to the Company or distributed to the Members and (b) any liabilities that are secured by such contributed or distributed property or that are assumed by the Company or the Members, in the event the Board shall determine such adjustments are necessary or appropriate pursuant to Treasury Regulation Section 1.704-1(b) (2) (iv). The Board also shall make other adjustments in the event unanticipated events might otherwise cause this Agreement not to comply with Treasury Regulation Section 1.704-1(b). 5.5 No Member shall, at any time, have any obligation to the Company or to any other Member to restore or contribute any deficit balance in its capital account. 6. PROFITS AND LOSSES AND DISTRIBUTIONS. 6.1 The capital percentage interest of each Member (the "Capital Percentage Interest") shall be as follows: DTHY 31.94% Herman 8.07% NV 41.93% New Valley Mortgage 8.07% Prefsa 9.99% 6 {PAGE} 6.2 Profits or Losses of the Company shall be allocated to 262074	New Valley New Valley Corp. ( Real Estate ) ; Gibson Dunn Gibson, Dunn & Crutcher ( Legal ) As referenced in this Operating Agreement: Gibson, Dunn – D. Lieberman, Esq. If to Prefsa: 3333 Michelson Drive Suite 1000 Irvine, CA 92612 Attention: General Counsel With a copy to: 55 {PAGE} Gibson, Dunn & Crutcher, LLP 4 Park Plaza, 18th Floor Irvine, CA 92614 Attention: Teresa J. Farrell, Esq. 22. MISCELLANEOUS. 22.1 SUCCESSORS AND ASSIGNS; _____________ dt 138473 ;	Montauk Battery Realty, LLC
$66	Preview Full Doc	2000	Operating Agreement Operating Agreement (244K) Doc #262647: Click preview link for longer preview. OPERATING AGREEMENT OF PAN PACIFIC (RANCHO LAS PALMAS), LLC A Nevada limited liability company Dated as of September 23, 1999 ================================================================================ 2 TABLE OF CONTENTS Page . . . 262647	Pan Pacific Pan Pacific Retail Properties Inc. ( Real Estate ) As referenced in this Operating Agreement: Pan Pacific Retail Properties, – a Nevada limited liability company (the "Company") is made and entered into as of the 23rd day of September, 1999, by and among Pan Pacific Retail Properties, Inc., a Maryland corporation (the "Managing Member"), Pan Pacific (RLP), Inc., a California corporation (the "Executive Managing Member"), and the Persons whose _____________ Pan Pacific Retail Properties, – Contribution Agreement and Escrow Instructions (Rancho Las Palmas Shopping Center) by and between Rancho Las Palmas Center Associates, a California limited partnership, and Pan Pacific Retail Properties, Inc., set forth on Exhibit B attached hereto which provide for the contribution of certain assets to, and the acquisition of certain _____________ Pan Pacific Retail Properties, – REMAINING MEMBERS" means Non-Managing Members owning a majority of the Non-Managing Member Units held by Non-Managing Members. "MANAGING MEMBERS" means Pan Pacific Retail Properties, Inc., a Maryland corporation, and Pan Pacific (RLP), Inc., a California corporation, in their respective capacities as Members, or any successor Managing _____________ Pan Pacific Retail Properties, – time to time. "PERSON" means an individual or a corporation, partnership, trust, unincorporated organization, association, limited liability company or other entity. "PPRP" means Pan Pacific Retail Properties, Inc., a Maryland corporation. "PREFERRED RETURN PER UNIT" means with respect to each Non-Managing Member Unit outstanding on a LLC Record _____________ PAN PACIFIC RETAIL PROPERTIES, – party. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above. MANAGING MEMBER NON-MANAGING MEMBER PAN PACIFIC RETAIL PROPERTIES, INC., RONALD CHARLES WARANCH TRUST A MARYLAND CORPORATION UNDER TRUST AGREEMENT DATED JULY 6, 1995 By: /s/ STUART A. TANZ By: /s/ _____________ dt 145007 ;	BNY Bank of New York ( Money Center Banks ) As referenced in this Operating Agreement: Bank of New York – to Section 4.6. "PRIME RATE" means on any date, a rate equal to the annual rate on such date announced by the Bank of New York to be its prime, base or reference rate for 90-day unsecured loans to its corporate borrowers of the highest credit standing but _____________ Bank of New York – corporate borrowers of the highest credit standing but in no event greater than the maximum rate then permitted under applicable law. If the Bank of New York discontinues its use of such prime, base or reference rate or ceases to exist, the Managing Member shall designate the prime, base or _____________ dt 140836
$41	Preview Full Doc	2000	Operating Agreement Operating Agreement (85K) Doc #262778: Click preview link for longer preview. OPERATING AGREEMENT OPERATING AGREEMENT, dated as of October 6, 2000, between Parkway Properties, Inc., a Maryland corporation (the "Company"), and Five Arrows Realty Securiti