AMENDMENT NO. 1 TO OPERATING AGREEMENT OF ETHAN ALLEN REALTY, LLC
EXHIBIT 3(l)-1
AMENDMENT NO. 1 TO
OPERATING AGREEMENT
OF
ETHAN XXXXX REALTY, LLC
_________________
THIS AMENDMENT NO. 1 to the Operating Agreement of Ethan Xxxxx Realty, LLC, a limited liability company organized pursuant to the Delaware Limited Liability Company Law (the “DELLCL”), with an xxxxxx xxxxxxx xx Xxxxx Xxxxx Xxxxx, Xxxxxxx, XX 00000 (the “Company”) is made effective as of the 30th day of June, 2005. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Operating Agreement (as defined below).
WHEREAS, the Company was formed on June 24, 2005 pursuant to the DELLCL; and
WHEREAS, Ethan Xxxxx Retail, Inc. (formerly Ethan Xxxxx Inc.), the sole Member of the Company (“Retail”), entered into an Operating Agreement, dated as of June 30, 2005, setting forth provisions governing the operation and management of the Company (the “Operating Agreement”); and
WHEREAS, Retail has determined that it is in its best interest to distribute its membership interest in the Company to Ethan Xxxxx Operations, Inc., a Delaware corporation (“Operations”), and to transfer and assign all of its right, title and interest in and to the Company to Operations, effective as of June 30, 2005; and
WHEREAS, Retail wishes to amend the Operating Agreement to reflect the assignment and transfer of its interest in the Company to Operations.
NOW, THEREFORE, the Operating Agreement is hereby amended as follows:
1. In accordance with Section 15 of the Operating Agreement, Operations, as a Permitted Transferee thereunder, agrees to accept the terms of the Operating Agreement and is hereby substituted for Retail as sole Member of the Company.
2. Except as amended hereby, the Operating Agreement remains in full force and effect as of the date hereof.
[SIGNATURE PAGE TO FOLLOW]
2
IN WITNESS WHEREOF, this Amendment No. 1 to the Operating Agreement has been duly executed as of the 30th day of June, 2005.
| Ethan Xxxxx Retail, Inc. /s/ X. Xxxxxx Kathwari By: ____________________________ Name: X. Xxxxxx Kathwari Title: President |
| Ethan Xxxxx Operations, Inc. /s/ Xxxxxxx Xxxx By: _____________________________ Name: Xxxxxxx Xxxx Title: |
