FIRST AMENDMENT TO OPERATING AGREEMENT
OF GREEN RIVER AT PALOMINO PARK LLC
THIS FIRST AMENDMENT TO OPERATING AGREEMENT OF GREEN RIVER AT PALOMINO PARK
LLC (this "Amendment") is made as of the 11th day of February, 2002, by and
between XX XXXX, an individual ("Xxxx"), and WELLSFORD PARK HIGHLANDS CORP., a
Colorado corporation ("WPHC").
RECITALS
X. Xxxx and WPHC constitute all of the members (collectively, the
"Members") of Green River at Palomino Park LLC, a Colorado limited liability
company (the "Company"), which is governed by that certain Operating Agreement
of Green River at Palomino Park LLC dated as of January 5, 2000 (the "Operating
Agreement").
B. The Members now desire to amend the Operating Agreement as set forth
herein.
C. Capitalized terms not otherwise defined herein shall have the
definitions set forth in the Operating Agreement.
NOW, THEREFORE, for and in consideration of the above recitals and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Xxxx and WPHC hereby agree to amend the Operating Agreement as
follows:
1. Single-Member LLC. Xxxx and WPHC hereby agree that, notwithstanding
any provisions to the contrary in the Operating Agreement, the Company
shall continue in existence and its business shall be continued after
the transfer to WPHC of all of Xxxx'x interest in the Company pursuant
to the Call Option. The Articles of Organization shall be amended to
permit continuation of the Company as a single- member limited
liability company and, upon such amendment to the Articles of
Organization, the Operating Agreement shall be and hereby is amended
to conform thereto.
2. Full Force and Effect. The Operating Agreement, as specifically
amended herein, is hereby ratified by the Members and shall remain in
full force and effect.
3. Counterparts. This Amendment may be executed in any number of
counterparts, each of which shall be deemed to be an original and all
of which, when taken together, shall constitute one agreement binding
on the parties hereto, notwithstanding that all the parties may not
have signed the same counterpart. Signature pages from one counterpart
may be removed and attached to another counterpart to create one
fully-executed document.
IN WITNESS WHEREOF, the parties hereto, being all of the Members of the
Company, have executed this Amendment as of the date first written above.
/s/ Xx Xxxx
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Xx Xxxx
WELLSFORD PARK HIGHLANDS CORP., a Colorado corporation
By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx, Vice President
