CONSENT AND OPERATING AGREEMENT FOR
000 XXXX 00XX XX. ASSOCIATES L.L.C.
Reference is made to 000 Xxxx 00xx Xx. Associates ("Associates"), a
joint venture existing under a May 25, 1953 Agreement among Xxxxxxxx X. Wien
and others (the "Agreement").
It is the intent of the undersigned joint venturers in Associates to
convert Associates to a limited liability company on the basis that, after
such conversion, Associates will as specified in the applicable New York statute
be the same entity with the same assets and that Associates' joint venturers and
participants will have the same rights and duties, except that such joint
venturers and participants will hereafter receive the benefit of the resulting
insulation from liability to third parties.
To effect the matters herein, the undersigned joint venturers in
Associates hereby irrevocably consent and agree (i) to convert Associates to
a New York limited liability company with the name "250 West 57th St. Associa-
tes L.L.C.", (ii) to continue at all times to have the same rights and obliga-
tions in relation to the other members of such company as the undersigned
would have under applicable law as if such company were a joint venture,
(iii) to cause Associates to continue to be treated as a partnership for
income tax purposes, (iv) to instruct and authorize Wien & Malkin LLP, as
Associates' Supervisor, to effect the conversion (including, without limitat-
ion, acting as agent for Associates and its members in executing and filing
any necessary certificate) with such changes in the Agreement as may be deemed
necessary by Wien & Malkin LLP under New York law, so long as such changes do
not substantively change the rights and responsibilities among the parties
to the Agreement or the effect of such conversion as described herein, and
(v) to adopt all terms of the Agreement as Associates' limited liability
company operating agreement with only the following modifications:
1. Throughout the Agreement, "joint venture" shall be amended to read
"limited liability company"; and "250 West 57th St. Associates" shall be
amended to read "250 West 57th St. Associates L.L.C."
2. Paragraph 2 of the Agreement is hereby deleted.
3. The following shall be substituted for Paragraph 4 of the Agreement:
"The parties acknowledge that Xxxxx X. Xxxxxx currently holds a
three-fifths (3/5) interest and Xxxxxxx X. Xxxxxx currently holds a two-fifths
(2/5) interest in the limited liability company, in each case subject to
succession hereunder and to any participation in such interest held by third
parties. All profits and losses of the limited liability company shall be
shared proportionately."
4. The last line of Paragraph 6 of the Agreement shall be amended by
inserting "limited liability company" in place of "property".
5. The following shall be added as a new last sentence of Paragraph 7 of the
Agreement:
"No member shall have the right to withdraw and receive cash for his or
her interest from the limited liability company prior to dissolution and
liquidation of the company, but this provision shall not affect a member's
right to sell, assign, pledge, or otherwise dispose of such interest
hereunder."
As amended hereunder, all terms of the Agreement are hereby confirmed and
remain fully in effect as Associate's limited liability company operating
agreement. By signing below, the undersigned irrevocably consent and become
a party to the Agreement as amended hereunder, which shall be binding on the
undersigned and their respective heirs, representatives, successors and assigns.
The terms of Associates' participating agreements under which the undersigned
serve as agents for participants are hereby confirmed and remain fully in effect
without change.
To confirm the foregoing, the undersigned have signed below as of the date
indicated.
Date: As of November 30, 2001
Xxxxx X. Xxxxxx Xxxxxxx X. Xxxxxx
9241
