Second Amendment to Operating Agreement of Montauk Battery Realty, LLC (Now Douglas Elliman Realty, LLC)

Summary

This agreement, dated May 19, 2003, is a formal amendment to the Operating Agreement of Montauk Battery Realty, LLC, involving DTHY Realty, Inc., Dorothy Herman, New Valley Real Estate Corporation, New Valley Mortgage Corporation, and The Prudential Real Estate Financial Services of America, Inc. The amendment changes the company's name to Douglas Elliman Realty, LLC throughout the Operating Agreement. All other terms of the original agreement remain unchanged and in effect.

EX-10.1 3 g84501exv10w1.txt EX-10.1 SECOND AMENDMENT TO OPERATING AGREEMENT EXHIBIT 10.1 SECOND AMENDMENT TO OPERATING AGREEMENT OF MONTAUK BATTERY REALTY, LLC SECOND AMENDMENT TO OPERATING AGREEMENT OF MONTAUK BATTERY REALTY, LLC (the "Company"), dated as of May 19, 2003 (this "Second Amendment"), among DTHY Realty, Inc., Dorothy Herman, New Valley Real Estate Corporation, New Valley Mortgage Corporation and The Prudential Real Estate Financial Services of America, Inc. WHEREAS, the undersigned desire to amend the Operating Agreement of the Company dated as of December 17, 2002, as amended on March 14, 2003 (the "Operating Agreement") to reflect the change of the name of the Company as agreed to by the undersigned and as reflected in an amendment to the Articles of Organization of the Company, as filed with the Secretary of State of the State of New York; WHEREAS, the Company desires to be known as "Douglas Elliman Realty, LLC"; NOW THEREFORE, it is agreed as follows: 1. The above recitals are incorporated and adopted as part of this Second Amendment. 2. The first sentence of Section 1 of the Operating Agreement is hereby amended by deleting the existing first sentence of Section 1 of the Operating Agreement and replacing it with the following: "The name of the Company is Douglas Elliman Realty, LLC." 3. The title page of the Operating Agreement, the recital paragraph referencing the name of the Company, and any other place within the Operating Agreement where the name of the Company is referred to as "Montauk Battery Realty, LLC", are hereby amended so that in each instance the name of the Company shall be referred to as "Douglas Elliman Realty, LLC." 4. Except as modified hereby, the Operating Agreement remains unmodified and in full force and effect. 5. This Second Amendment may be executed in several counterparts, each of which shall be an original, but all of which together shall constitute one and the same agreement. IN WITNESS WHEREOF, the parties have executed this Second Amendment as of the day and year first above written. DTHY REALTY, INC. By: /s/ DOROTHY HERMAN ------------------------------------------------ Dorothy Herman, President /s/ DOROTHY HERMAN ---------------------------------------------------- Dorothy Herman NEW VALLEY REAL ESTATE CORPORATION By: /s/ RICHARD J. LAMPEN ------------------------------------------------ Richard J. Lampen, Executive Vice President NEW VALLEY MORTGAGE CORPORATION By: /s/ RICHARD LAMPEN ------------------------------------------------ Richard Lampen, President PRUDENTIAL REAL ESTATE FINANCIAL SERVICES OF AMERICA, INC. By: /s/ ANDREW DOWNS ------------------------------------------------ 2