Exhibit 3c
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.
Associates L.L.C.", (ii) to continue at all times to have the same rights
and obligations 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
limitation, 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
